AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON JUNE 7, 2021
File No. 033-50718
File No. 811-07102
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 269 | /X/ |
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 272 | /X/ |
THE ADVISORS’ INNER CIRCLE FUND II
(Exact Name of Registrant as Specified in Charter)
One Freedom Valley Drive
Oaks, Pennsylvania 19456
(Address of Principal Executive Offices, Zip Code)
1-800-932-7781
(Registrant’s Telephone Number)
Michael Beattie
c/o SEI Investments
One Freedom Valley Drive
Oaks, Pennsylvania 19456
(Name and Address of Agent for Service)
Copy to:
Sean Graber, Esquire |
Morgan, Lewis & Bockius LLP |
1701 Market Street |
Philadelphia, Pennsylvania 19103 |
It is proposed that this filing become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
Post-Effective Amendment No. 268 to the Registration Statement on Form N-1A (File No. 033-50718) (the “Registration Statement”) of The Advisors’ Inner Circle Fund II (the “Registrant”) was filed on April 30, 2021, pursuant to Rule 485(b) under the Securities Act of 1933, as amended (the “Securities Act”).
This Post-Effective Amendment No. 269 is being filed pursuant to Rule 462(d) under the Securities Act solely for the purpose of filing Exhibit (j)(3) as an additional exhibit to Post-Effective Amendment No. 268. This Post-Effective Amendment No. 269 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 269 shall become effective immediately upon filing with the Securities and Exchange Commission.
This Post-Effective Amendment No. 269 relates solely to the Hancock Horizon Burkenroad Small Cap Fund, Hancock Horizon Diversified International Fund, Hancock Horizon Quantitative Long/Short Fund, Hancock Horizon Louisiana Tax-Free Income Fund, Hancock Horizon Mississippi Tax-Free Income Fund, Hancock Horizon Diversified Income Fund, Hancock Horizon Dynamic Asset Allocation Fund, Hancock Horizon International Small Cap Fund, and Hancock Horizon Microcap Fund (the “Funds”). Information contained in the Registrant's Registration Statement relating to any other series of the Registrant is neither amended nor superseded hereby.
The contents of the Funds’ Prospectus included in Part A of Post-Effective Amendment No. 268 and the contents of the Funds’ Statement of Additional Information included in Part B of Post-Effective Amendment No. 268 are incorporated herein by reference.
2
PART C: OTHER INFORMATION
ITEM 28. EXHIBITS:
(f) Not Applicable.
(k) Not Applicable.
(l) Not Applicable.
(o) Not Applicable.
(p)(5) Champlain Investment Partners, LLC Code of Ethics, dated [XX], to be filed by amendment.
ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT:
RQSI GAA Systematic Global Macro Fund, Ltd. is a wholly owned subsidiary of RQSI GAA Systematic Global Macro Fund, a series of the Registrant.
ITEM 30. INDEMNIFICATION:
Article VIII of the Agreement and Declaration of Trust filed as Exhibit (a)(1) to the Registrant’s Registration Statement is incorporated herein by reference.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “1933 Act”), may be permitted to trustees, directors, officers and controlling persons of the Registrant by the Registrant pursuant to the Agreement and Declaration of Trust or otherwise, the Registrant is aware that, in the opinion of the SEC, such indemnification is against public policy as expressed in the 1933 Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by trustees, directors, officers or controlling persons of the Registrant in connection with the successful defense of any act, suit or proceeding) is asserted by such trustees, directors, officers or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issues.
ITEM 31. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISERS:
The following lists any other business, profession, vocation or employment of a substantial nature in which each investment adviser (including sub-advisers), and each director, officer or partner of that investment adviser (or sub-adviser), is or has been engaged within the last two fiscal years for his or her own account or in the capacity of director, officer, employee, partner, or trustee. Unless noted below, none of the investment advisers (or sub-advisers) and/or directors, officers or partners of each investment adviser (or sub-adviser) is or has been engaged within the last two fiscal years in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.
CARDINAL CAPITAL MANAGEMENT, L.L.C.
Cardinal Capital Management, L.L.C. (“Cardinal Capital”) serves as the investment adviser for the Registrant’s Cardinal Small Cap Value Fund. The principal address of Cardinal Capital is Four Greenwich Office Park, Greenwich, Connecticut 06831. Cardinal Capital is an investment adviser registered under the Investment Advisers Act of 1940, as amended.
During the fiscal years ended October 31, 2019 and 2020, no director, officer or partner of Cardinal Capital engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.
CHAMPLAIN INVESTMENT PARTNERS, LLC
Champlain Investment Partners, LLC (“Champlain”) serves as the investment adviser for the Registrant’s Champlain Small Company Fund, Champlain Mid Cap Fund and Champlain Emerging Markets Fund. The principal address of Champlain is 180 Battery Street, Burlington, Vermont 05401. Champlain is an investment adviser registered under the Investment Advisers Act of 1940, as amended.
During the fiscal years ended July 31, 2019 and 2020 and the fiscal period from August 1, 2020 to December 31, 2020, no director, officer or partner of Champlain engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.
EARNEST PARTNERS, LLC
EARNEST Partners, LLC (“EARNEST”) serves as investment sub-adviser for the Registrant’s Hancock Horizon Diversified International Fund. The principal business address for EARNEST is 1180 Peachtree Street NE, Suite 2300, Atlanta, Georgia 30309. EARNEST is an investment adviser registered under the Investment Advisers Act of 1940, as amended. The information listed below is for the fiscal years ended January 31, 2019 and 2020 and the fiscal period from February 1, 2020 to December 31, 2020.
NAME AND POSITION WITH INVESTMENT ADVISER | NAME AND PRINCIPAL BUSINESS ADDRESS OF OTHER COMPANY | CONNECTION WITH OTHER COMPANY |
Paul E. Viera CEO and Manager | Westchester Limited, LLC 1180 Peachtree Street NE Suite 2300 Atlanta, GA 30309 | Manager |
GREYBULL Partners LLC 1180 Peachtree Street NE Suite 2350 Atlanta, GA 30309 | CEO and Manager |
NAME AND POSITION WITH INVESTMENT ADVISER | NAME AND PRINCIPAL BUSINESS ADDRESS OF OTHER COMPANY | CONNECTION WITH OTHER COMPANY |
Maple Capital Partners, LLC 1180 Peachtree Street NE Suite 2350 Atlanta, GA 30309 | CEO and Manager | |
Take-Two Interactive Software, Inc. 110 West 44th Street New York, New York 10036 | Director | |
Direct Scripts LLC 2030 Dividend Drive Columbus, OH 43228 | Member of the Board of Managers | |
Malin M. Eriksson COO | GREYBULL Partners LLC 1180 Peachtree Street NE Suite 2350 Atlanta, GA 30309 | COO |
Maple Capital Partners, LLC 1180 Peachtree Street NE Suite 2350 Atlanta, GA 30309 | COO |
Credo Capital Partners Birger Jarlsgatan 57 C, 113 56 Stockholm, Sweden | Co-founder and Chief Investment Officer | |
Klarna USA 36 E 20th St 4th floor, New York, NY 10003 | Interim CEO | |
WebBank 215 South State Street Suite 1000, Salt Lake City, UT 84111 | Board member | |
Ingenico ePayments 3280 Peachtree Rd NE, 7 Atlanta, Georgia 30305 | Board member |
James M. Wilson CCO and Secretary | GREYBULL Partners LLC 1180 Peachtree Street NE Suite 2350 Atlanta, GA 30309 | CCO and Secretary |
Maple Capital Partners, LLC 1180 Peachtree Street NE Suite 2350 Atlanta, GA 30309 | CCO and Secretary | |
Carsten J. Fiege General Counsel | GREYBULL Partners LLC 1180 Peachtree Street NE Suite 2350 Atlanta, GA 30309 | General Counsel |
Maple Capital Partners, LLC 1180 Peachtree Street NE Suite 2350 Atlanta, GA 30309 | General Counsel |
GLOBEFLEX CAPITAL LP
GlobeFlex Capital LP (“GlobeFlex”) serves as investment sub-adviser for the Registrant’s Hancock Horizon International Small Cap Fund. The principal business address for GlobeFlex is 4365 Executive Drive, Suite 720, San Diego, California 92121. GlobeFlex is an investment adviser registered under the Investment Advisers Act of 1940, as amended.
During the fiscal years ended January 31, 2019 and 2020 and for the fiscal period from February 1, 2020 to December 31, 2020, no director, officer or partner of GlobeFlex engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.
HORIZON ADVISERS
Horizon Advisers serves as the investment adviser for the Registrant’s Hancock Horizon Funds (Burkenroad Small Cap Fund, Diversified International Fund, Quantitative Long/Short Fund, Louisiana Tax-Free Income Fund, Mississippi Tax-Free Income Fund, Diversified Income Fund, U.S. Small Cap Fund, Dynamic Asset Allocation Fund, International Small Cap Fund and Microcap Fund). The principal address of Horizon Advisers is Hancock Whitney Plaza, 3rd Floor, Gulfport, Mississippi 39502. Horizon Advisers is an investment adviser registered under the Investment Advisers Act of 1940, as amended.
During the fiscal years ended January 31, 2019 and 2020 and for the fiscal period from February 1, 2020 to December 31, 2020, no director, officer or partner of Horizon Advisers engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.
KOPERNIK GLOBAL INVESTORS, LLC
Kopernik Global Investors, LLC (“Kopernik”) serves as the investment adviser for the Registrant’s Kopernik Global All-Cap Fund and Kopernik International Fund. The principal address of Kopernik is Two Harbour Place, 302 Knights Run Avenue, Suite 1225, Tampa, Florida 33602. Kopernik is an investment adviser registered under the Investment Advisers Act of 1940, as amended.
During the fiscal years ended October 31, 2019 and 2020, no director, officer or partner of Kopernik engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.
RAMSEY QUANTITATIVE SYSTEMS, INC.
Ramsey Quantitative Systems, Inc. (“RQSI”) serves as the investment adviser for the Registrant’s RQSI GAA Systematic Global Macro Fund. The principal address of RQSI is 1515 Ormsby Station Court, Louisville, KY 40223. RQSI is an investment adviser registered under the Investment Advisers Act of 1940, as amended. The information listed below is for the fiscal years ended October 31, 2019 and 2020.
Name and Position with Investment Adviser | Name and Principal Business Address of Other Company | Connection with Other Company |
Neil Ramsey President, Director | Kentucky Retirement Systems 1260 Louisville Rd Frankfort, KY 40601 | Member, Board of Trustees* |
Vanderbilt University Owen Graduate School of Management 401 21st Avenue South Nashville, TN 37203 | Member, Board of Visitors | |
Kentucky Governor’s Scholar Program 1024 Capital Center Drive, Suite 210 Frankfort, KY 40601 | Member, Board of Directors | |
Conficare 1515 Ormsby Station Court Louisville, KY 40223 | President | |
Catholic Education Foundation 401 W Main St #806 Louisville, KY 40202 | Member, Board of Directors* | |
Anchorage City Council 1306 Evergreen Rd Louisville, KY 40223 | City Council Member* Mayor** |
* | Denotes post held ended in 2019 |
** | Denotes post held began in 2020 |
SPRUCEGROVE INVESTMENT MANAGEMENT Ltd.
Sprucegrove Investment Management Ltd. (“Sprucegrove”), serves as the investment adviser for the Registrant’s Sprucegrove International Equity Fund and Sprucegrove International Equity Master Fund. The principal address of Sprucegrove is 181 University Ave., Suite 1300, Toronto, Ontario, Canada M5H 3M7. Sprucegrove is an investment adviser registered under the Investment Advisers Act of 1940, as amended.
During the fiscal years ended December 31, 2019 and 2020, no director, officer or partner of Sprucegrove engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.
W. H. REAVES & CO., INC.
W. H. Reaves & Co., Inc. (“Reaves Asset Management”) serves as the investment adviser for the Registrant’s Reaves Utilities and Energy Infrastructure Fund. The principal business address of Reaves Asset Management is 10 Exchange Place, 18th Floor, Jersey City, New Jersey 07302. Reaves Asset Management is an investment adviser registered under the Investment Advisers Act of 1940, as amended.
During the fiscal years ended July 31, 2019 and 2020, no director, officer or partner of Reaves Asset Management engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.
WESTFIELD CAPITAL MANAGEMENT COMPANY, L.P.
Westfield Capital Management Company, L.P. (“Westfield”) serves as the investment adviser for the Registrant’s Westfield Capital Dividend Growth Fund. The principal business address of Westfield is One Financial Center, Boston, Massachusetts 02111. Westfield is an investment adviser registered under the Investment Advisers Act of 1940, as amended.
During the fiscal years ended October 31, 2019 and 2020, no director, officer or partner of Westfield engaged in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.
ITEM 32. PRINCIPAL UNDERWRITERS
(a) | Furnish the name of each investment company (other than the Registrant) for which each principal underwriter currently distributing the securities of the Registrant also acts as a principal underwriter, distributor or investment adviser. |
The Registrant’s distributor, SEI Investments Distribution Co. (the “Distributor”), acts as distributor for:
SEI Daily Income Trust | July 15, 1982 |
SEI Tax Exempt Trust | December 3, 1982 |
SEI Institutional Managed Trust | January 22, 1987 |
SEI Institutional International Trust | August 30, 1988 |
The Advisors’ Inner Circle Fund | November 14, 1991 |
Bishop Street Funds | January 27, 1995 |
SEI Asset Allocation Trust | April 1, 1996 |
SEI Institutional Investments Trust | June 14, 1996 |
City National Rochdale Funds (f/k/a CNI Charter Funds) | April 1, 1999 |
Causeway Capital Management Trust | September 20, 2001 |
SEI Offshore Opportunity Fund II | September 1, 2005 |
ProShares Trust | November 14, 2005 |
Community Capital Trust (f/k/a Community Reinvestment Act Qualified Investment Fund) | January 8, 2007 |
SEI Offshore Advanced Strategy Series SPC | July 31, 2007 |
SEI Structured Credit Fund, LP | July 31, 2007 |
Global X Funds | October 24, 2008 |
ProShares Trust II | November 17, 2008 |
SEI Special Situations Fund | July 1, 2009 |
Exchange Traded Concepts Trust (f/k/a FaithShares Trust) | August 7, 2009 |
Schwab Strategic Trust | October 12, 2009 |
RiverPark Funds Trust | September 8, 2010 |
Adviser Managed Trust | December 10, 2010 |
SEI Core Property Fund | January 1, 2011 |
New Covenant Funds | March 23, 2012 |
Highland Funds I (f/k/a Pyxis Funds I) | September 25, 2012 |
KraneShares Trust | December 18, 2012 |
SEI Insurance Products Trust | September 10, 2013 |
The KP Funds | September 19, 2013 |
The Advisors’ Inner Circle Fund III | February 12, 2014 |
SEI Catholic Values Trust | March 24, 2015 |
SEI Hedge Fund SPC | June 26, 2015 |
SEI Energy Debt Fund | June 30, 2015 |
Gallery Trust | January 8, 2016 |
Schroder Series Trust | February 10, 2017 |
Schroder Global Series Trust | February 10, 2017 |
City National Rochdale Select Strategies Fund | March 1, 2017 |
Metaurus Equity Component Trust | October 2, 2017 |
Impact Shares Trust | March 1, 2018 |
City National Rochdale Strategic Credit Fund | May 16, 2018 |
Symmetry Panoramic Trust | July 23, 2018 |
Frost Family of Funds | May 31, 2019 |
Delaware Wilshire Private Markets Fund | March 22, 2021 |
The Distributor provides numerous financial services to investment managers, pension plan sponsors, and bank trust departments. These services include portfolio evaluation, performance measurement and consulting services (“Funds Evaluation”) and automated execution, clearing and settlement of securities transactions (“MarketLink”).
(b) | Furnish the Information required by the following table with respect to each director, officer or partner of each principal underwriter named in the answer to Item 25 of Part B. Unless otherwise noted, the business address of each director or officer is One Freedom Valley Drive, Oaks, PA 19456. |
Name | Position and Office with Underwriter | Positions and Offices with Registrant |
William M. Doran | Director | -- |
Paul F. Klauder | Director | -- |
Wayne M. Withrow | Director | -- |
Kevin P. Barr | Director, President, & Chief Executive Officer | -- |
Maxine J. Chou | Chief Financial Officer, Chief Operations Officer, & Treasurer | -- |
Jennifer H. Campisi | Chief Compliance Officer, Anti-Money Laundering Officer & Assistant Secretary | -- |
John C. Munch | General Counsel & Secretary | -- |
Mark J. Held | Senior Vice President | -- |
John P. Coary | Vice President & Assistant Secretary | -- |
Lori L. White | Vice President & Assistant Secretary | -- |
Judith A. Rager | Vice President | -- |
Jason McGhin | Vice President | -- |
Gary Michael Reese | Vice President | -- |
Robert M. Silvestri | Vice President | -- |
ITEM 33. LOCATION OF ACCOUNTS AND RECORDS:
Books or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder, are maintained as follows:
(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6); (8); (12); and 31a-1(d), the required books and records are maintained at the offices of the Registrant’s custodians:
Hancock Bank and Trust
Hancock Whitney Plaza, 3rd Floor
Gulfport, Mississippi 39502
U.S. Bank, National Association
800 Nicollett Mall
Minneapolis, Minnesota 55402
MUFG Union Bank, N.A.
350 California Street
6th Floor
San Francisco, California 94104
Brown Brothers Harriman & Co.
50 Post Office Square
Boston, Massachusetts 02110
]
(b) With respect to Rules 31a-1(a); 31a-1(b)(1), (4); (2)(C) and (D); (4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the required books and records are maintained at the offices of the Registrant’s administrator:
SEI Investments Global Funds Services
One Freedom Valley Drive
Oaks, Pennsylvania 19456
(c) With respect to Rules 31a-1(b)(5), (6), (9) and (10) and 31a-1(f), the required books and records are maintained at the principal offices of the Registrant’s advisers:
Cardinal Capital Management, L.L.C.
Four Greenwich Office Park
Greenwich, Connecticut 06831
Champlain Investment Partners, LLC
180 Battery Street
Burlington, Vermont 05401
EARNEST Partners, LLC
1180 Peachtree Street
Suite 2300
Atlanta, Georgia 30309
GlobeFlex Capital LP
4365 Executive Drive, Suite 720
San Diego, California 92121
Horizon Advisers
Hancock Whitney Plaza, 3rd Floor
Gulfport, Mississippi 39502
Kopernik Global Investors, LLC
Two Harbour Place
302 Knights Run Avenue, Suite 1225
Tampa, Florida 33602
Ramsey Quantitative Systems, Inc.
1515 Ormsby Station Court
Louisville, Kentucky 40223
Sprucegrove Investment Management Ltd.
181 University Ave.
Suite 1300
Toronto, Ontario, Canada
M5H 3M7
W. H. Reaves & Co., Inc.
10 Exchange Place
18th Floor
Jersey City, New Jersey 07302
Westfield Capital Management Company, L.P.
One Financial Center
Boston, Massachusetts 02111
ITEM 34. MANAGEMENT SERVICES:
None.
ITEM 35. UNDERTAKINGS:
None.
NOTICE
A copy of the Agreement and Declaration of Trust for The Advisors’ Inner Circle Fund II is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice is hereby given that this Registration Statement has been executed on behalf of the Trust by an officer of the Trust as an officer and by its Trustees as trustees and not individually, and the obligations of or arising out of this Registration Statement are not binding upon any of the Trustees, officers or Shareholders individually, but are binding only upon the assets and property of the Trust.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this Post-Effective Amendment No. 269 to Registration Statement No. 033-50718 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oaks, Commonwealth of Pennsylvania on the 7th day of June, 2021.
THE ADVISORS’ INNER CIRCLE FUND II | |||
By: | * | ||
Michael Beattie, President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date(s) indicated.
* | Trustee | June 7, 2021 | |
Joseph T. Grause, Jr. | |||
* | Trustee | June 7, 2021 | |
Mitchell A. Johnson | |||
* | Trustee | June 7, 2021 | |
N. Jeffrey Klauder | |||
* | Trustee | June 7, 2021 | |
Betty L. Krikorian | |||
* | Trustee | June 7, 2021 | |
Robert Mulhall | |||
* | Trustee | June 7, 2021 | |
Robert A. Nesher | |||
* | Trustee | June 7, 2021 | |
Bruce Speca | |||
* | Trustee | June 7, 2021 | |
George J. Sullivan, Jr. | |||
* | President | June 7, 2021 | |
Michael Beattie | |||
* | Treasurer, Controller & | June 7, 2021 | |
Andrew Metzger | Chief Financial Officer |
*By: | /s/ Matthew M. Maher | |
Matthew M. Maher | ||
Attorney-in-Fact |
Exhibit Index
(j)(3) | Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP, relating to the Hancock Horizon Funds |