N-CSRS 1 d856031dncsrs.htm N-CSRS N-CSRS

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, 2024

Date of reporting period: April 30, 2024


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.


The Advisors’ Inner Circle Fund II

 

LOGO

CARDINAL SMALL CAP VALUE FUND

Semi-Annual Report | April 30, 2024

 

 

Investment Adviser:

CARDINAL CAPITAL MANAGEMENT, L.L.C.

 


THE ADVISORS’ INNER CIRCLE FUND II    CARDINAL SMALL CAP
   VALUE FUND
   APRIL 30, 2024
  

 

 

TABLE OF CONTENTS

 

 

Schedule of Investments

     1  

Statement of Assets and Liabilities

     4  

Statement of Operations

     5  

Statements of Changes in Net Assets

     6  

Financial Highlights

     7  

Notes to Financial Statements

     8  

Disclosure of Fund Expenses

     17  

Renewal of Investment Advisory Agreement

     19  

The Fund files its complete schedule of investments with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year as an exhibit to its report on Form N-PORT. The Fund’s Form N-PORT is available on the SEC’s website at https://www.sec.gov, and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to fund securities, as well as information relating to how the Fund voted proxies relating to fund securities during the most recent 12-month period ended June 30, will be available (i) without charge, upon request, by calling 1-844-CCM-SEIC (1-844-226-7342); and (ii) on the SEC’s website at https://www. sec.gov.


THE ADVISORS’ INNER CIRCLE FUND II    CARDINAL SMALL CAP
   VALUE FUND
   APRIL 30, 2024 (UNAUDITED)
  

 

 

 

 

SECTOR WEIGHTINGS†

 

 

LOGO

† Percentages based on total investments. More narrow industries are utilized for compliance purposes, whereas broad sectors are utilized for reporting.

 

SCHEDULE OF INVESTMENTS

 

COMMON STOCK — 94.4%

         
      Shares      Value 

COMMUNICATION SERVICES — 5.8%

     

Nexstar Media Group, Cl A

     6,263      $    1,002,456  

Ziff Davis *

     11,612        581,877  
     

 

 

 

        1,584,333  
     

 

 

 

CONSUMER DISCRETIONARY — 6.2%

     

Golden Entertainment

     8,223        263,547  

Lithia Motors, Cl A

     2,619        666,221  

Modine Manufacturing *

     5,361        496,589  

Oxford Industries

     2,534        273,115  
     

 

 

 

        1,699,472  
     

 

 

 

CONSUMER STAPLES — 3.7%

     

MGP Ingredients

     1,558        122,209  

Spectrum Brands Holdings

     10,971        898,196  
     

 

 

 

        1,020,405  
     

 

 

 

ENERGY — 10.4%

     

DT Midstream

     18,074        1,124,203  

Magnolia Oil & Gas, Cl A

     9,516        238,566  

TechnipFMC

     37,579        962,774  

Viper Energy, Cl A

     13,463        513,748  
     

 

 

 

        2,839,291  
     

 

 

 

FINANCIALS — 16.0%

     

BGC Group, Cl A

     103,100        807,273  

Columbia Banking System

     24,894        468,256  

FB Financial

     21,355        782,661  

First Merchants

     25,889        865,210  

Pacific Premier Bancorp

     28,431        611,267  

 

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

1


THE ADVISORS’ INNER CIRCLE FUND II    CARDINAL SMALL CAP
   VALUE FUND
   APRIL 30, 2024 (UNAUDITED)
  

 

 

 

 COMMON STOCK — continued

         
      Shares      Value 

FINANCIALS — continued

     

Starwood Property Trust ‡

     45,329      $      859,891  
     

 

 

 

        4,394,558  
     

 

 

 

HEALTH CARE — 7.2%

     

Enovis *

     9,887        546,059  

Ligand Pharmaceuticals *

     10,403        727,066  

LivaNova PLC *

     7,563        421,637  

ModivCare *

     12,259        287,719  
     

 

 

 

        1,982,481  
     

 

 

 

INDUSTRIALS — 26.9%

     

Atkore

     832        145,850  

Atmus Filtration Technologies *

     13,141        398,041  

Brink’s

     1,939        169,585  

BWX Technologies

     12,860        1,231,602  

CBIZ *

     17,420        1,239,955  

Esab

     9,299        984,578  

ESCO Technologies

     4,217        427,815  

GXO Logistics *

     14,050        697,723  

OPENLANE *

     44,744        768,702  

Verra Mobility, Cl A *

     28,177        664,414  

XPO *

     5,986        643,255  
     

 

 

 

        7,371,520  
     

 

 

 

INFORMATION TECHNOLOGY — 8.4%

     

ACI Worldwide *

     17,078        582,360  

InterDigital

     5,488        541,830  

Kyndryl Holdings *

     25,484        501,016  

OSI Systems *

     2,199        289,037  

Verint Systems *

     13,244        401,028  
     

 

 

 

        2,315,271  
     

 

 

 

MATERIALS — 5.3%

     

HB Fuller

     2,511        187,597  

Silgan Holdings

     23,270        1,085,778  

Summit Materials, Cl A *

     4,757        185,047  
     

 

 

 

        1,458,422  
     

 

 

 

REAL ESTATE — 4.5%

     

Community Healthcare Trust ‡

     17,387        461,277  

Equity Commonwealth ‡

     22,225        416,052  

 

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

2


THE ADVISORS’ INNER CIRCLE FUND II    CARDINAL SMALL CAP
   VALUE FUND
   APRIL 30, 2024 (UNAUDITED)
  

 

 

 

 COMMON STOCK — continued

             
      Shares        Value   

REAL ESTATE — continued

     

Newmark Group, Cl A

     35,679      $ 341,448  
     

 

 

 
        1,218,777  
     

 

 

 

TOTAL COMMON STOCK
(Cost $22,440,661)

        25,884,530  
     

 

 

 

TOTAL INVESTMENTS— 94.4%
(Cost $22,440,661)

      $   25,884,530  
     

 

 

 

 

Percentages are based on Net Assets of $27,425,168.

*

Non-income producing security.

Real Estate Investment Trust

Cl — Class

PLC — Public Limited Company

As of April 30, 2024, all of the Fund’s investments in securities were considered Level 1, in accordance with the authoritative guidance on fair value measurements and disclosure under U.S. generally accepted accounting principles.

For more information on valuation inputs, see Note 2 in Notes to Financial Statements.

 

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

3


THE ADVISORS’ INNER CIRCLE FUND II    CARDINAL SMALL CAP
   VALUE FUND
   APRIL 30, 2024 (UNAUDITED)
  

 

 

 

 

 STATEMENT OF ASSETS AND LIABILITIES

 

Assets:

  

Investments, at Value (Cost $22,440,661)

   $  25,884,530   

Receivable for Investment Securities Sold

     2,370,357   

Dividend Receivable

     6,686   

Receivable due from Adviser

     2,112   

Receivable for Capital Shares Sold

     1,573   

Prepaid Expenses

     16,404   
  

 

 

 

Total Assets

     28,281,662   
  

 

 

 

Liabilities:

  

Payable to Custodian

     744,867   

Payable for Investment Securities Purchased

     53,057   

Payable due to Administrator

     9,041   

Payable due to Trustees

     5,985   

Chief Compliance Officer Fees Payable

     2,260   

Other Accrued Expenses and Other Payables

     41,284   
  

 

 

 

Total Liabilities

     856,494   
  

 

 

 

Commitments and Contingencies †

  

Net Assets

   $ 27,425,168   
  

 

 

 

NET ASSETS CONSIST OF:

  

Paid-in Capital

   $ 33,021,042   

Total Accumulated Loss

     (5,595,874)  
  

 

 

 

Net Assets

   $ 27,425,168   
  

 

 

 

Institutional Class Shares:

  

Outstanding Shares of Beneficial Interest

  

(unlimited authorization - no par value)

     2,035,761   
  

 

 

 

Net Asset Value and Offering Price Per Share

   $  13.47   
  

 

 

 

 

See Note 5 in Notes to Financial Statements.

 

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

4


THE ADVISORS’ INNER CIRCLE FUND II    CARDINAL SMALL CAP
   VALUE FUND
   FOR THE SIX MONTHS ENDED
   APRIL 30, 2024 (UNAUDITED)

 

 

 

 

 STATEMENT OF OPERATIONS

 

Investment Income:

  

Dividends

   $ 178,014   
  

 

 

 

Total Investment Income

     178,014   
  

 

 

 

Expenses:

  

Investment Advisory Fees

     99,708   

Administration Fees

     54,824   

Trustees’ Fees

     15,610   

Chief Compliance Officer Fees

     3,990   

Legal Fees

     21,176   

Registration and Filing Fees

     13,975   

Transfer Agent Fees

     12,995   

Audit Fees

     12,836   

Printing Fees

     7,947   

Custodian Fees

     2,508   

Other Expenses

     9,788   
  

 

 

 

Total Expenses

     255,357   

Less:

  

Waiver of Investment Advisory Fees

     (99,708)  

Reimbursement by Adviser

     (13,913)  
  

 

 

 

Net Expenses

     141,736   
  

 

 

 

Net Investment Income

     36,278   
  

 

 

 

Net Realized Gain on Investments

     1,867,727   
  

 

 

 

Net Change in Unrealized Appreciation on Investments

     1,898,577   
  

 

 

 

Net Realized and Unrealized Gain

     3,766,304   
  

 

 

 

Net Increase in Net Assets Resulting from Operations

   $   3,802,582   
  

 

 

 

 

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

5


THE ADVISORS’ INNER CIRCLE FUND II    CARDINAL SMALL CAP
   VALUE FUND
   APRIL 30, 2024
  

 

 

 

 

 STATEMENTS OF CHANGES IN NET ASSETS

 

     Period Ended
April 30, 2024
(Unaudited)
     Year Ended
October 31, 2023
 

Operations:

     

Net Investment Income

   $ 36,278       $ 519,373   

Net Realized Gain

     1,867,727         540,402   

Net Change in Unrealized Appreciation (Depreciation)

     1,898,577         (8,636,942)  
  

 

 

    

 

 

 

Net Increase (Decrease) in Net Assets Resulting From Operations

     3,802,582         (7,577,167)  
  

 

 

    

 

 

 

Distributions:

     

Institutional Class Shares

     (414,805)        (747,344)  
  

 

 

    

 

 

 

Capital Share Transactions:(1)

     

Institutional Class Shares:

     

Issued

     14,249,153         1,991,062   

Reinvestment of Distributions

     353,318         414,699   

Redeemed

     (10,109,622)        (67,872,998)  
  

 

 

    

 

 

 

Increase (Decrease) in Net Assets From Institutional Class Shares Transactions

     4,492,849         (65,467,237)  
  

 

 

    

 

 

 

Total Increase (Decrease) in Net Assets

     7,880,626         (73,791,748)  
  

 

 

    

 

 

 

Net Assets:

     

Beginning of Period/Year

     19,544,542         93,336,290   
  

 

 

    

 

 

 

End of Period/Year

   $   27,425,168       $  19,544,542   
  

 

 

    

 

 

 

 

(1)

For share transactions, see Note 6 in Notes to Financial Statements.

 

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

6


THE ADVISORS’ INNER CIRCLE FUND II    CARDINAL SMALL CAP
   VALUE FUND
  
  

 

 

 

 

 FINANCIAL HIGHLIGHTS

 

 

                   Selected Per Share Data & Ratios  
            For a Share Outstanding Throughout the Period/Year  
                                           
Institutional Class Shares    Six Months
Ended April
30, 2024
(Unaudited)
     Year Ended
October 31,
2023
     Year Ended
October 31,
2022
     Year Ended
October 31,
2021
     Year Ended
October 31,
2020
     Year Ended 
October 31, 
2019 
 

Net Asset Value, Beginning of Period / Year

   $ 11.39         $ 13.33         $ 15.11         $ 9.77         $ 12.05         $ 12.14      
  

 

 

 

Income (Loss) from Investment Operations:

                 

Net Investment Income*

     0.02           0.12           0.09           0.06           0.06           0.12      

Net Realized and Unrealized Gain (Loss)

     2.22           (1.94)          (1.81)          5.34           (2.21)          0.37      
  

 

 

 

Total from Investment Operations

     2.24           (1.82)          (1.72)          5.40           (2.15)          0.49      
  

 

 

 

Dividends and Distributions:

                 

Net Investment Income

     (0.16)          (0.12)          (0.06)          (0.06)          (0.13)          (0.05)     

Capital Gains

                                        (0.53)     
  

 

 

 

Total Dividends and Distributions

     (0.16)          (0.12)          (0.06)          (0.06)          (0.13)          (0.58)     
  

 

 

 

Net Asset Value, End of Period / Year

   $ 13.47         $ 11.39         $  13.33         $ 15.11         $ 9.77         $ 12.05      
  

 

 

 

Total Return†

     19.65%        (13.78)%        (11.45)%        55.40%        (18.10)%        4.93%   
  

 

 

 

Ratios and Supplemental Data

                 

Net Assets, End of Period / Year (Thousands)

   $ 27,425      $ 19,545      $ 93,336      $ 116,671      $ 68,771       $ 112,041   

Ratio of Expenses to Average Net Assets

     1.00%††        0.99%        0.99%‡        0.99%        1.00%        1.00%‡   

Ratio of Expenses to Average Net Assets (Excluding Waivers, Reimbursements and Fees Paid Indirectly)

     1.79%††        1.24%        1.01%        1.00%        1.04%        0.98%   

Ratio of Net Investment Income to Average Net Assets

     0.25%††        0.94%        0.60%        0.46%        0.61%        1.07%   

Portfolio Turnover Rate

     20%^        29%        24%        30%        40%        45%   

 

Amounts designated as “—” are either not applicable, $0 or have been rounded to $0.

 

*

Per share calculations were performed using average shares for the period.

 

Total return is for the period indicated and has not been annualized. Return shown does not reflect the deductions of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Total return would have been lower had the Adviser not waived its fee and/or reimbursed other expenses.

 

††

Annualized.

 

Ratio includes previously waived investment advisory fees recovered.

 

^

Portfolio turnover rate is 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.

 

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

7


THE ADVISORS’ INNER CIRCLE FUND II    CARDINAL SMALL CAP
   VALUE FUND
   APRIL 30, 2024 (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, as amended, as an open-end management investment company with 12 funds. The financial statements herein are those of the Cardinal Small Cap Value Fund (the “Fund”). The Fund commenced operations on April 1, 2014. The Fund is diversified and its investment objective is to seek to achieve long-term capital appreciation. The Fund invests primarily (at least 80% of its net assets) in securities of small capitalization companies. The financial statements of the remaining funds of the Trust are presented separately. The assets of each fund are segregated, and a shareholder’s interest is limited to the fund in which shares are held.

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, the reported amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material.

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

 

8


THE ADVISORS’ INNER CIRCLE FUND II    CARDINAL SMALL CAP
   VALUE FUND
   APRIL 30, 2024 (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.

In accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP, the Fund discloses fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

   

Level 1 — Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Fund has the ability to access at the measurement date;

 

   

Level 2 — Other significant observable inputs (includes quoted prices for similar securities, interest rates, prepayment speeds, credit risk, referenced indices, quoted prices in inactive markets, adjusted quoted prices in active markets, etc.); and

 

   

Level 3 — Prices, inputs or exotic modeling techniques which are both sig-

 

9


THE ADVISORS’ INNER CIRCLE FUND II    CARDINAL SMALL CAP
   VALUE FUND
   APRIL 30, 2024 (UNAUDITED)
  

 

 

 

nificant 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.

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 have 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 year. 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., all open tax year ends, since inception), on-going analysis of and changes to tax laws, regulations and interpretations thereof.

As of and during the six months ended April 30, 2024, 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.

Security Transactions and Investment Income — Security transactions are accounted for on trade date basis for financial reporting purposes. Costs used in determining realized gains and losses on the sale of investment securities are based on the specific identification method. Dividend income is recorded on the ex-dividend date. Interest income is recognized on the accrual basis from settlement date.

Investments in Real Estate Investment Trusts (“REITs”) — Dividend income from REITs is recorded based on the income included in distributions received from the REIT investments using published REIT reclassifications, including some man-

 

10


THE ADVISORS’ INNER CIRCLE FUND II    CARDINAL SMALL CAP
   VALUE FUND
   APRIL 30, 2024 (UNAUDITED)
  

 

 

 

agement estimates when actual amounts are not available. Distributions received in excess of this estimated amount are recorded as a reduction of the cost of investments or reclassified to capital gains. The actual amounts of income, return of capital, and capital gains are only determined by each REIT after its fiscal year-end, and may differ from the estimated amounts.

Expenses — Expenses that are directly related to the Fund are charged to the Fund. Other operating expenses of the Trust are prorated to the funds based on the number of funds and/or relative daily net assets.

Dividends and Distributions to Shareholders — The Fund distributes substantially all of its net investment income annually. Distributions from net realized capital gains, if any, are declared and paid annually. All distributions are recorded on ex-dividend date.

Cash — Idle cash may be swept into various time deposit accounts and is classified as cash on the Statement of Assets and Liabilities. The Fund maintains cash in bank deposit accounts which, at times, may exceed United States federally insured limits. Amounts invested are available on the same business day.

3. Transactions with Affiliates:

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

A portion of the services provided by the CCO and his staff, whom are employees of the Administrator, are paid for by the Trust as incurred. The services include regulatory oversight of the 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.

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

The Fund and the Administrator are parties to an Administration Agreement, under which the Administrator provides administrative services to the Fund. For these services, the Administrator is paid an asset based fee, which will vary depending on the number of share classes and the average daily net assets of the Fund. For the six months ended April 30, 2024, the Fund paid $54,824 for these services.

 

11


THE ADVISORS’ INNER CIRCLE FUND II    CARDINAL SMALL CAP
   VALUE FUND
   APRIL 30, 2024 (UNAUDITED)
  

 

 

 

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

U.S. Bank, N.A. acts as custodian (the “Custodian”) for the Fund. The Custodian plays no role in determining the investment policies of the Fund or which securities are to be purchased or sold by the Fund.

Apex Fund Services serves as the transfer agent and dividend disbursing agent for the Fund under a transfer agency agreement with the Trust.

5. Investment Advisory Agreement:

Under the terms of an investment advisory agreement, the Adviser provides investment advisory services to the Fund at a fee, which is calculated daily and paid monthly at an annual rate of 0.70% of the Fund’s average daily net assets. The Adviser has contractually agreed to reduce fees and reimburse expenses to the extent necessary to keep the Institutional Class Shares’ total annual operating expenses (excluding interest, taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) from exceeding (i) 0.99% of the Fund’s Institutional Class Shares’ average daily net assets through February 28, 2025. This Agreement may be terminated: (i) by the Board, for any reason at any time; or (ii) by the Adviser, upon ninety (90) days’ prior written notice to the Trust, effective as of the close of business on February 28, 2025. Refer to waiver of investment advisory fees on the Statement of Operations for fees waived for the six months ended April 30, 2024. In addition, if at any point it becomes unnecessary for the Adviser to reduce fees or make expense reimbursements, the Board may permit the Adviser to retain the difference between total annual operating expenses and 0.99% to recapture all or a portion of its prior reductions or reimbursements made during the preceding three-year period. As of April 30, 2024, fees which were previously waived and/or reimbursed by the Adviser which may be subject to possible future reimbursement to the Adviser were $5,941, $54,866 and $217,536, expiring in 2025, 2026 and 2027, respectively.

 

12


THE ADVISORS’ INNER CIRCLE FUND II    CARDINAL SMALL CAP
   VALUE FUND
   APRIL 30, 2024 (UNAUDITED)
  

 

 

 

6. Share Transactions:

 

     Six Months
Ended April

30, 2024
 (Unaudited) 
       Year Ended 
October 31, 
2023 
 

Share Transactions:

     

Institutional Class Shares

     

Issued

     1,061,610         155,348   

Reinvestment of Distributions

     26,328         32,782   

Redeemed

     (767,558)        (5,476,007)  
  

 

 

    

 

 

 

Net Institutional Class Shares Capital Share Transactions

     320,380         (5,287,877)  
  

 

 

    

 

 

 

Net Increase (Decrease) in Shares Outstanding From Share Transactions

     320,380         (5,287,877)  
  

 

 

    

 

 

 

7. Investment Transactions:

For the six months ended April 30, 2024, the Fund made purchases of $5,470,626 and sales of $15,183,307 in investment securities other than long-term U.S. Government and short-term securities. There were no purchases or sales of long-term U.S. Government securities. The purchase and sales balances include the effect of securities received or delivered from processing in-kind creations of $13,147,243 and redemptions of $0 respectively, and have been properly excluded from the calculation of portfolio turnover within the fund’s financial highlights.

8. Federal Tax Information:

The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. These book/tax differences may be temporary or permanent. The permanent differences primarily consist of reclassification of long term capital gain distribution on REITs.

The tax character of dividends and distributions declared during the years ended October 31, 2023 and 2022 were as follows:

 

     Ordinary
Income
     Long-Term
Capital Gain
     Total  

2023

    $    747,344       $   —       $    747,344   

2022

     443,970         —         443,970   

 

13


THE ADVISORS’ INNER CIRCLE FUND II    CARDINAL SMALL CAP
   VALUE FUND
   APRIL 30, 2024 (UNAUDITED)
  

 

 

 

As of October 31, 2023, the components of Accumulated Loss on a tax basis were as follows:

 

Undistributed Ordinary Income

   $ 361,583   

Capital Loss Carryforwards

     (9,123,166)  

Unrealized Depreciation

     (222,078)  

Other Temporary Differences

     10   
  

 

 

 

Total Accumulated Losses

   $    (8,983,651)  
  

 

 

 

For Federal income tax purposes, capital loss carryforwards may be carried forward indefinitely and applied against all future gains. Losses carried forward are as follows:

 

Short-Term
Loss

     Long-Term  
Loss
       Total    

$  6,466,377

   $ 2,656,789      $   9,123,166  

During the year ended October 31, 2023, the Fund did not use any capital loss carry-forwards to offset capital gains.

For Federal income tax purposes the difference between Federal tax cost and book cost primarily relates to wash sales which cannot be used for Federal income tax purposes in the current year and have been deferred for use in future years. The federal tax cost and aggregate gross unrealized appreciation and depreciation on investments held by the Funds at April 30, 2024, were as follows:

 

 Federal Tax Cost 

     Aggregate Gross
Unrealized
Appreciation
     Aggregate Gross
Unrealized
Depreciation
     Net Unrealized
Appreciation
 
  $  22,440,661        $  4,326,585       $  (882,716)       $   3,443,869  

9. Risks:

As with all mutual funds, 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.

Equity Market Risk — The risk that stock prices will fall over short or extended periods of time. 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 invests, which in turn could negatively impact the Fund’s performance and cause losses on your investment in the Fund.

 

14


THE ADVISORS’ INNER CIRCLE FUND II    CARDINAL SMALL CAP
   VALUE FUND
   APRIL 30, 2024 (UNAUDITED)
  

 

 

 

Manager Risk — The performance of the Fund is dependent upon the portfolio managers’ skill in making appropriate investments. The Adviser’s investment strategy may fail to produce the intended result. As a result, the Fund may underperform its benchmark or peers.

MLP Risk — MLPs are limited partnerships in which the ownership units are publicly traded. MLPs often own several properties or businesses (or own interests) that are related to oil and gas industries or other natural resources, but they also may finance other projects. To the extent that an MLP’s interests are all in a particular industry, the MLP will be negatively impacted by economic events adversely impacting that industry. Additional risks of investing in a MLP also include those involved in investing in a partnership as opposed to a corporation. For example, state law governing partnerships is often less restrictive than state law governing corporations. Accordingly, there may be fewer protections afforded to investors in a MLP than investors in a corporation. For example, investors in MLPs may have limited voting rights or be liable under certain circumstances for amounts greater than the amount of their investment. In addition, MLPs may be subject to state taxation in certain jurisdictions which will have the effect of reducing the amount of income paid by the MLP to its investors.

REIT Risk — REITs are pooled investment vehicles that own, and usually operate, income-producing real estate. REITs are susceptible to the risks associated with direct ownership of real estate, such as the following: declines in property values; increases in property taxes, operating expenses, interest rates or competition; overbuilding; zoning changes; and losses from casualty or condemnation. REITs typically incur fees that are separate from those of the Fund. Accordingly, the Fund’s investments in REITs will result in the layering of expenses such that shareholders will indirectly bear a proportionate share of the REITs’ operating expenses, in addition to paying Fund expenses.

Small Capitalization Companies Risk — The risk that small capitalization companies in which the Fund invests may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, small capitalization companies may have limited product lines, markets and financial resources and may depend upon a relatively small management group. Therefore, small capitalization stocks may be more volatile than those of larger companies. Small capitalization stocks may be traded over-the-counter or listed on an exchange. The market for small capitalization companies may be less liquid than the market for larger capitalization companies.

Value Style Risk — If the Adviser’s assessment of market conditions, or a company’s value or its prospects for exceeding earnings expectations is inaccurate, the Fund could suffer losses or produce poor performance relative to other funds. In addition, “value stocks” may continue to be undervalued by the market for long periods of time.

 

15


THE ADVISORS’ INNER CIRCLE FUND II    CARDINAL SMALL CAP
   VALUE FUND
   APRIL 30, 2024 (UNAUDITED)
  

 

 

 

The foregoing is not intended to be a complete discussion of all risks associated with the investment strategies of the Funds. Please refer to the current prospectus for a discussion of the risks associated with investing in the Funds.

10. Concentration of Shareholders:

At April 30, 2024, 33% of Institutional Class Shares total shares outstanding were held by one record shareholder owning 10% or greater of the aggregate total shares outstanding. This shareholder was comprised of a record shareholder and several omnibus accounts that were held on behalf of various individual shareholders.

11. 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 established; however, based on experience, the risk of loss from such claim is considered remote.

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.

 

16


THE ADVISORS’ INNER CIRCLE FUND II    CARDINAL SMALL CAP
   VALUE FUND
   APRIL 30, 2024 (UNAUDITED)
  

 

 

 

 

 DISCLOSURE OF FUND EXPENSES

 

All mutual funds have operating expenses. As a shareholder of a mutual fund, your investment is affected by these ongoing costs, which include (among others) costs for fund management, administrative services, and shareholder reports like this one. It is important for you to understand the impact of these costs on your investment returns.

Operating expenses such as these are deducted from the mutual fund’s gross income and directly reduce your final investment return. These expenses are expressed as a percentage of the mutual fund’s average net assets; this percentage is known as the mutual fund’s expense ratio.

The following examples use the expense ratio and are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period (November 1, 2023 to April 30, 2024).

The table on the next page illustrates your Fund’s costs in two ways:

Actual Fund Return. This section helps you to estimate the actual expenses after fee waivers that your Fund incurred over the period. The “Expenses Paid During Period” column shows the actual dollar expense cost incurred by a $1,000 investment in the Fund, and the “Ending Account Value” number is derived from deducting that expense cost from the Fund’s gross investment return.

You can use this information, together with the actual amount you invested in the Fund, to estimate the expenses you paid over that period. Simply divide your actual starting account value by $1,000 to arrive at a ratio (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply that ratio by the number shown for your Fund under “Expenses Paid During Period.”

Hypothetical 5% Return. This section helps you compare your Fund’s costs with those of other mutual funds. It assumes that the Fund had an annual 5% return before expenses during the year, but that the expense ratio (Column 3) for the period is unchanged. This example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to make this 5% calculation. You can assess your Fund’s comparative cost by comparing the hypothetical result for your Fund in the “Expenses Paid During Period” column with those that appear in the same charts in the shareholder reports for other mutual funds.

 

17


THE ADVISORS’ INNER CIRCLE FUND II    CARDINAL SMALL CAP
   VALUE FUND
   APRIL 30, 2024 (UNAUDITED)
  

 

 

 

 

 DISCLOSURE OF FUND EXPENSES

 

NOTE: Because the return is set at 5% for comparison purposes — NOT your Fund’s actual return — the account values shown may not apply to your specific investment.

 

     Beginning
Account
Value
11/01/23
     Ending
Account
Value
4/30/24
     Annualized
Expense
Ratios
    Expenses
Paid During
Period*
 
         

Cardinal Small Cap Value Fund

                                  

Actual Fund Return

          

Institutional Class Shares

   $ 1,000.00      $ 1,196.50        1.00%       $5.46  

Hypothetical 5% Return

          

Institutional Class Shares

   $ 1,000.00      $ 1,019.89        1.00%       $5.02  

 

*

Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period shown).

 

18


THE ADVISORS’ INNER CIRCLE FUND II    CARDINAL SMALL CAP
   VALUE FUND
   APRIL 30, 2024 (UNAUDITED)
  

 

 

 

 

 RENEWAL OF INVESTMENT ADVISORY AGREEMENT

 

Pursuant to Section 15 of the Investment Company Act of 1940 (the “1940 Act”), the Fund’s advisory agreement (the “Agreement”) must be renewed at least annually after its 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 Agreement 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 February 27–28, 2024 to decide whether to renew the Agreement for an additional one-year term. In preparation for the meeting, the Trustees requested that the Adviser furnish information necessary to evaluate the terms of the Agreement. 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 information was provided in response to this request. The Trustees used this information, as well as other information that the 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 Agreement for an additional year.

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

Representatives from the 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 services, fee and other aspects of the Agreement. The Independent Trustees received advice from independent counsel and met in executive sessions outside the presence of Fund management and the Adviser.

 

19


THE ADVISORS’ INNER CIRCLE FUND II    CARDINAL SMALL CAP
   VALUE FUND
   APRIL 30, 2024 (UNAUDITED)
  

 

 

 

 

 RENEWAL OF INVESTMENT ADVISORY AGREEMENT

 

At the Board meeting, the Trustees, including all of the Independent Trustees, based on their evaluation of the information provided by the Adviser and other service providers of the Fund, renewed the Agreement. In considering the renewal of the Agreement, the Board considered various factors that they determined were relevant, including: (i) the nature, extent and quality of the services provided by the Adviser; (ii) the investment performance of the Fund and the Adviser; (iii) the costs of the services provided and profits realized by the Adviser from its relationship with the Fund, including both direct and indirect benefits accruing to the Adviser and its affiliates; (iv) the extent to which economies of scale are being realized by the 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

In considering the nature, extent and quality of the services provided by the Adviser, the Board reviewed the portfolio management services provided by the Adviser to the Fund, including the quality and continuity of the Adviser’s portfolio management personnel, the resources of the Adviser, and the Adviser’s compliance history and compliance program. The Trustees reviewed the terms of the Agreement. The Trustees also reviewed the Adviser’s investment and risk management approaches for the Fund. The most recent investment adviser registration form (“Form ADV”) for the Adviser was available to the Board, as was the response of the Adviser to a detailed series of questions which included, among other things, information about the investment advisory services provided by the Adviser to the Fund.

The Trustees also considered other services provided to the Fund by the 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 were sufficient to support renewal of the Agreement.

Investment Performance of the Fund and the 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 and a peer group of mutual funds as classified by Lipper, an independent provider of investment company data, over various periods of time. Representatives from the Adviser provided informa-

 

20


THE ADVISORS’ INNER CIRCLE FUND II    CARDINAL SMALL CAP
   VALUE FUND
   APRIL 30, 2024 (UNAUDITED)
  

 

 

 

 

 RENEWAL OF INVESTMENT ADVISORY AGREEMENT

 

tion 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 and/or peer group, the Trustees were satisfied by the reasons for the underperformance and/or the steps taken by the 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 had been able to achieve for the Fund were sufficient to support renewal of the Agreement.

Costs of Advisory Services, Profitability and Economies of Scale

In considering the advisory fee payable by the Fund to the Adviser, the Trustees reviewed, among other things, a report of the advisory fee paid to the Adviser. The Trustees also reviewed reports prepared by the Fund’s administrator comparing the Fund’s net and gross expense ratios and advisory fee to those paid by a peer group of mutual funds as classified by Lipper. The Trustees reviewed the management fees charged by the Adviser to other clients with comparable mandates. The Trustees considered any differences in management fees and took into account the respective demands, resources and complexity associated with the Fund and other client accounts as well as the extensive regulatory, compliance and tax regimes to which the Fund is subject. 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.

The Trustees reviewed the costs of services provided by and the profits realized by the Adviser from its 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 its affiliates. The Trustees considered how the Adviser’s profitability was affected by factors such as its organizational structure and method for allocating expenses. The Trustees concluded that the profit margins of the Adviser with respect to the management of the Fund were not unreasonable. The Board also considered the Adviser’s commitment to managing the Fund and its willingness to continue its expense limitation and fee waiver arrangement with the Fund.

The Trustees considered the 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

 

21


THE ADVISORS’ INNER CIRCLE FUND II    CARDINAL SMALL CAP
   VALUE FUND
   APRIL 30, 2024 (UNAUDITED)
  

 

 

 

 

 RENEWAL OF INVESTMENT ADVISORY AGREEMENT

 

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 with respect to economies of scale.

Renewal of the Agreement

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 Agreement, including the fees payable thereunder, were fair and reasonable and agreed to renew the Agreement 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.

 

22


 

 

[This Page Intentionally Left Blank]


 

 

[This Page Intentionally Left Blank]


 

 

[This Page Intentionally Left Blank]


Cardinal Small Cap Value Fund

PO Box 588

Portland, ME 04112

1-844-CCM-SEIC

Adviser:

Cardinal Capital Management, L.L.C.

Four Greenwich Office Park

Greenwich, Connecticut 06831

Distributor:

SEI Investments Distribution Co.

One Freedom Valley Drive

Oaks, PA 19456

Administrator:

SEI Investments Global Funds Services

One Freedom Valley Drive

Oaks, PA 19456

Legal Counsel:

Morgan, Lewis & Bockius LLP

2222 Market Street

Philadelphia, Pennsylvania 19103

This information must be preceded or accompanied by

a current prospectus for the Fund.

 

CAR-SA-001-1100


(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.

Schedule of Investments is included as part of the Report to Shareholders filed under Item 1 of this form.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end management investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end management investment companies.

Item 9. Purchases of Equity Securities by Closed-End Management Company and Affiliated Purchasers.

Not applicable to open-end management investment companies.

Item 10. Submission of Matters to a Vote of Security Holders.

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

Item 11. 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, as amended (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 12. 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 for semi-annual reports.

(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.

(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 8, 2024

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 8, 2024

 

By (Signature and Title)   /s/ Andrew Metzger
  Andrew Metzger
  Principal Financial Officer

Date: July 8, 2024