SecProbe.io

CORRESP
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filename1.htm

Christopher Trueax

Associate

+1.215.963.5608

christopher.trueax@morganlewis.com

July 29, 2024

FILED AS EDGAR CORRESPONDENCE

Rebecca Marquigny,
Esq.

U.S. Securities and
Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    The Advisors’ Inner Circle Fund II 485(a) Filing (File Nos. 033-50718 and 811-07102)

Dear Ms. Marquigny:

On behalf of our client, The Advisors’ Inner
Circle Fund II (the “Trust”), this letter responds to the comments you provided on behalf of the staff (the “Staff”)
of the Securities and Exchange Commission (the “SEC”) via telephone, regarding the Trust’s post-effective amendment
no. 301, under the Securities Act of 1933, as amended (the “1933 Act”), and amendment no. 305, under the Investment Company
Act of 1940, as amended (the “1940 Act”), to its registration statement filed with the SEC pursuant to Rule 485(a) under the
1933 Act (the “Amendment”) with respect to the Vontobel Global Equity Fund (the “Fund”). Below, we have briefly
summarized your comments and questions, followed by our responses. Please note that for organizational purposes, we have divided certain
of your numbered comments that contain more than one comment into subdivisions (e.g., “(a),” “(b),” “(c),”
etc.). Where indicated, certain of the responses are based on information provided by Vontobel Asset Management, Inc. (the “Adviser”)
for the specific purpose of responding to the Staff’s comments. Capitalized terms not defined herein should be given the meaning
provided in the Amendment.

PROSPECTUS COMMENTS

Fund Fees
and Expenses

 1. Comment.	In the second footnote to the fee table, please clarify what “other
                                                          costs and expenses relating to the securities that are purchased and sold by the Fund” means. Please also supplementally
                                                          explain what’s included in the “Other Operating Expenses” item within the fee table and explain how this line item
                                                          figure was calculated/estimated, including how these figures were determined to be reasonable.

Response.	The Trust
has revised the referenced phrase to read “other costs and expenses relating to the purchase and sale of securities by the
Fund,” which is intended to be a catchall phrase designed to capture trading costs that might not be categorized as brokerage
commissions. Regarding the estimate of Other Operating Expenses, the Fund represents that Other Operating Expenses are calculated in
accordance with the requirements of Item 3, and the Instructions to Item 3, of Form N-1A. The Adviser has provided an estimate of
the Fund’s average daily net assets for the Fund’s first fiscal year, which the Trust believes is reasonable based,
among other things, on a combination of the capital expected to be raised by the Adviser at or around the Fund’s launch and
the Adviser’s experience in managing other mutual funds.

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    Rebecca Marquigny, Esq.

July 29, 2024

Page 2

Principal Investment Strategies

 2. Comment.	 With reference to “emerging markets” in the first paragraph, please
direct the Staff to the prospectus or SAI disclosure indicating how the Fund defines the term “emerging markets” countries,
or alternatively, provide a definition in an appropriate location in the statutory prospectus or SAI.

Response.	The Fund has
added a definition of “emerging markets” in the Principal Investment Strategies section of the prospectus.

 3. Comment.	 In the second paragraph, please revise the disclosure to clarify what “economic
characteristics similar to equity securities” means.

Response.	The noted language
is intended to disclose that the Fund may deem “exchange-traded funds (‘ETFs’) with economic characteristics similar
to” equity securities as satisfying the 80% test required by Rule 35d-1 under the 1940 Act. The Trust supplementally notes for the
Staff that a primary example of an economic characteristic similar to an equity security, for purposes of this disclosure, would be an
ETF that has a risk and return profile similar to an equity security. However, the Trust believes that the noted language is commonly
used in fund prospectuses under similar circumstances and is consistent with the requirements of Form N-1A. Accordingly, the Trust submits
that the current disclosure is appropriate and respectfully declines to make the requested change.

 4. Comment.	 In the second paragraph, the Staff notes that the Fund describes “equity
linked securities and participation notes (‘P-Notes’)” as “derivative instruments designed to replicate equity
exposure in certain foreign markets where direct investment is either impossible or difficult due to local investment restrictions.”

 a. Please clarify whether the Fund will use P-Notes to provide any indirect domestic investment exposure.

Response. 	The Fund does
not intend to use P-Notes for domestic (U.S.) exposure.

 b. Please include examples illustrating when direct investment is either impossible or difficult due to local
investment restrictions.

Response. The Fund has deleted
the phrase “where direct investment is either impossible or difficult due to local investment restrictions.” Accordingly,
the Fund respectfully believes the requested disclosure is no longer applicable.

    Rebecca Marquigny, Esq.

July 29, 2024

Page 3

 c. Please supplementally explain how investing via equity-linked securities and P-Notes in “foreign
markets where direct investment is either impossible or difficult due to local investment restrictions” is consistent with local
country restrictions and U.S. law.

Response. The Fund has
deleted the phrase “where direct investment is either impossible or difficult due to local investment restrictions.” The
Fund notes, however, that these instruments are commonly used by U.S. investors to obtain exposure to an equity investment,
including common stocks and warrants, in non-U.S. markets that restrict direct ownership to participants located in those markets.
P-Notes are typically sold by local banks or brokers and are authorized under local laws to sell P-Notes, which are designed to
replicate direct equity exposure.

 d. Please supplementally explain whether the Fund’s investments in equity-linked notes or P-Notes results
in “embedded leverage.”

Response.	The Fund’s
investment adviser represents that the Fund’s investments in equity-linked notes and P-Notes will not result in any embedded leverage.

 5. Comment.	 The Staff notes that the Fund’s principal investment strategies disclosure
identifies investment in IPOs as a principal investment strategy. Please supplementally confirm that the Fund will invest in IPOs as part
of its principal investment strategy. If not, please remove the disclosure from the principal investment strategies section.

Response.	The Fund has
revised the disclosure to remove IPOs as part of its principal investment strategy.

 6. Comment.	 With reference to the fourth paragraph, please clarify the terms “high”
“low” and “moderate”, including what the reference point is.

Response.	The Fund
revised the disclosure to clarify that these concepts are among criteria that the Adviser determines, in its discretion. The Fund
believes that the disclosure complies with the requirements of Form N-1A and respectfully declines to provide a reference point to
these concepts.

 7. Comment.	 With reference to the fourth paragraph, please revise the disclosure to clarify
how the Adviser identifies “business and industries that are stable, transparent, understandable, and unlikely to experience major
change.”

Response.	The Fund respectfully
declines to revise the disclosure, because it believes the disclosure adequately conveys that the Adviser identifies such businesses in
its discretion.

 8. Comment.	 With reference to the first sentence of the sixth paragraph, please clarify
the specific criteria or metrics the Adviser uses to identify the target price it assigns to each target company in the Fund’s investable
universe.

Response.	The Fund has
revised the disclosure to clarify the specific criteria or metrics the Adviser uses to identify the target price it assigns to a target
company.

    Rebecca Marquigny, Esq.

July 29, 2024

Page 4

 9. Comment.	 With reference to the seventh paragraph, the Staff notes that the “Stock
Selection and Portfolio Construction” section of the Vontobel Global Equity Strategy Fact Sheet, dated March 31, 2024 (located on
the Adviser’s website) (the “Fact Sheet”) says that the Adviser applies a sustainability screen prior to estimating
intrinsic value. Please

a.       Provide
equivalent disclosure in the prospectus for consistency, or supplementally explain why this would be inappropriate.

Response.	The Adviser represents
that the Fact Sheet does not state that the Adviser applies a sustainability screen prior to estimating intrinsic value. The Adviser notes
that there are three instances of the term “sustainability” in the Fact Sheet: (1) “The third step of our process is
to reduce the list further to companies whose earnings evidence sustainability.” (2) “Predictable, sustainable growth at a
sensible price” and (3) “We believe long-term, stable and superior earnings growth drives long-term investment returns. We
pursue this by seeking sensibly priced high quality companies that can grow earnings faster than the market on a sustainable basis.”
(emphasis added) The Adviser respectfully states that each instance of the term “sustainable” is synonymous with terms like
consistent, predictable, and repeated and is intended to mean that the Adviser is interested in investing in companies with consistent,
predictable, repeated (i.e., sustainable) earnings. The Adviser further represents that these concepts of earnings predictability and
recurring revenues are included in the Prospectus.

b.       Supplementally
explain whether the Fact Sheet represents the strategy of the Adviser’s Global Markets Equity Strategy Composite contained in the
“Historical Investment Returns of the Adviser’s Global Markets Equity Strategy Composite” section of the Prospectus,
and if not, please supplementally describe the relationship between the two.

Response.	The Adviser confirms
that the Fact Sheet represents the strategy of the Adviser’s Global Markets Equity Strategy Composite contained in the Prospectus.

 10. Comment.	 With reference to the seventh paragraph, please explain how the Adviser defines
“severe controversies.”

Response.	The Adviser determines
what may be a severe controversy based on its own qualitative assessment of a company. The Fund has, however, made revisions to provide
some additional information about how the Adviser defines “severe controversies.”

 11. Comment.	 With reference to the eighth paragraph, please add disclosure regarding how
the Adviser will approach proxy solicitations by the issuers in which the Fund invests on issues that touch upon ESG and the Fund’s
ESG screening criteria. Alternatively, please explain supplementally why such disclosure is not required and appropriate.

Response.	The Fund declines
to make requested revisions. The Adviser represents that proxy votes are not determined by a strict adherence to a delineated set of rules.
They are determined by the analysis of each proxy ballot and making a decision to vote in a manner that is in the best pecuniary interest
of the Fund investors as determined by the Adviser based of the particular circumstances.

    Rebecca Marquigny, Esq.

July 29, 2024

Page 5

Principal Risks

 12. Comment.	 The Staff notes that based on the sixth paragraph, the Fund’s principal
investment strategies appear to be value focused. Please revise the “Investment Style Risk” factor, which appears focused
on “growth” risk, to cover value risk.

Response.	The Fund has
made the requested revisions.

 13. Comment.	 If the Fund may invest in unsponsored depositary receipts, please consider
providing a separate depository receipt risk factor that highlights the risks of unsponsored depositary receipts.

Response.	The Fund does
not intend to invest in unsponsored depositary receipts as part of its principal investment strategies, and therefore, respectfully declines
to add such risk factor language.

 14. Comment.	 With reference to the “Rights and Warrants Risk” factor, please
add corresponding disclosure to the Principal Investment Strategies section identifying these instruments as principal investments of
the Fund, or delete the risk factor.

Response.	The Fund does
not intend to invest in rights and warrants as part of its principal investment strategies, and it has accordingly deleted this risk factor.

 15. Comment.	 With reference to the “Convertible Securities Risk” factor, please
add corresponding disclosure to the Principal Investment Strategies section identifying these instruments as principal investments of
the Fund or delete the risk factor.

Response.	 The Fund does
not intend to invest in convertible securities as part of its principal investment strategies, and therefore, it has deleted the risk
factor.

 16. Comment.	 With reference to the “Sustainability Risk” factor, the Staff notes
that the ESG description seems tailored to a more specific ESG strategy. Please consider refocusing this risk factor so it is more aligned
with the Principal Investment Strategies’ description of the Fund’s ESG criteria.

Response.	The Fund believes
that the risk factor here is appropriately tailored to the Fund’s investment strategy as written. The Fund’s investment strategy
includes evaluation of ESG factors because the Adviser believes these can have an impact on the financial viability of a company in which
the Fund may invest. The risk factor similarly recognizes that ESG events or conditions can have a financial impact on companies. The
Fund believes the issues discussed in the risk factor are a principal risk of the Fund’s investment strategy, and therefore it respectfully
declines to revise the risk factor.

 17. Comment.	 With reference to the “ESG Integration/Active Ownership Risk” factor,
the Staff notes that the strategy does not indicate that this Fund is intended to choose holdings of companies with special contributions
toward advancements in diversity and inclusion, sustainability or social justice to warrant an investment when compared to other options.
However, this risk factor says, “the ability to meet ESG objectives might be affected by incomplete or inaccurate data from third-party
providers.” If the Fund intends to meet some particular ESG impact goals, please discuss them in the Principal Investment Strategies
section and describe how they will be measured as well as any investment decision consequences if a holding doesn’t meet them.

Response.	The Fund has
made the requested revisions by deleting the reference to “ESG objectives.”

    Rebecca Marquigny, Esq.

July 29, 2024

Page 6

More Information about
Fund Investments

 18. Comment.	 The prospectus does not appear to present disclosure responsive to the requirements
of Item 9(b) of Form N-1A. Please provide an appropriately detailed discussion of the Fund’s principal investment strategies and
incorporate the same changes to the earlier comments.

Response.	The Fund describes
its principal investment strategies in the summary section under “Principal Investment Strategies” in response to Item 4(a)
of Form N-1A. In response to Item 9(b) of Form N-1A, the Fund has added the following sentence to the disclosure currently included in
the “More Information about Fund Investments” section: “Please see the section entitled ‘Principal Investment
Strategies’ above for a discussion of the Fund’s principal investment strategies.” The Fund believes it is unnecessary
to restate the principal investment strategies of the Fund under Item C.3.(a) of the General Instructions section of Form N-1A, which
states that: “Information th