N-CSRS 1 dncsr.htm
As filed with the Securities and Exchange Commission on May 27, 2016

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-22842

FORUM FUNDS II
Three Canal Plaza, Suite 600
Portland, Maine 04101


Jessica Chase, Principal Executive Officer
Three Canal Plaza, Suite 600
Portland, Maine 04101
207-347-2000


Date of fiscal year end: September 30

Date of reporting period: October 1, 2015 – March 31, 2016
 
 

ITEM 1. REPORT TO STOCKHOLDERS.
 

 
 
 

 
 
TABLE OF CONTENTS
 
 
 
Gurtin National Municipal Value Fund
 
 
A Message to Our Shareholders
 
3
Performance Chart and Analysis
 
5
Schedule of Investments
 
7
Statement of Assets and Liabilities
 
11
Statement of Operations
 
12
Statements of Changes in Net Assets
 
13
Financial Highlights
 
14
 
 
 
Gurtin California Municipal Value Fund
 
A Message to Our Shareholders
 
15
Performance Chart and Analysis
 
17
Schedule of Investments
 
19
Statement of Assets and Liabilities
 
24
Statement of Operations
 
25
Statements of Changes in Net Assets
 
26
Financial Highlights
 
27
 
 
Gurtin National Municipal  Intermediate Value Fund
 
A Message to Our Shareholders
 
28
Performance Chart and Analysis
 
30
Schedule of Investments
 
31
Statement of Assets and Liabilities
 
35
Statement of Operations
 
36
Statements of Changes in Net Assets
 
37
Financial Highlights
 
38
 
 
Gurtin California Municipal Intermediate Value Fund
 
A Message to Our Shareholders
 
39
Performance Chart and Analysis
 
41
Schedule of Investments
 
42
Statement of Assets and Liabilities
 
46
Statement of Operations
 
47
Statements of Changes in Net Assets
 
48
Financial Highlights
 
49
 
 
 
 
Notes to Financial Statements
 
50
Additional Information
 
54
 
 
 
 


GURTIN NATIONAL MUNICIPAL VALUE FUND
A MESSAGE TO OUR SHAREHOLDERS
MARCH 31, 2016
 
Dear Shareholders:
While uncertainty regarding the future path of interest rate hikes has continued to inundate the Federal Reserve's commentary, we have sustained a consistent theme in our management of the Gurtin National Municipal Value Fund and the Gurtin California Municipal Value Fund (the Gurtin Value Funds): Our strict adherence to our disciplined investment approach of opportunistically deploying capital only as attractive investments become available.
Given that bonds meeting our targets have been in shorter supply over the past six months as interest rates have continued to fall and spreads have continued to narrow, we have chosen to remain conservatively positioned in our management of the Gurtin Value Funds, with the belief that the current lack of absolute value in the market is temporary, and the knowledge that in general, municipal yields rise and spreads widen when Treasury yields rise, and municipal yields and spreads narrow when Treasury yields fall. As we patiently wait for the mirror image of the current market – namely, rising yields and widening spreads – we are:
·
Maintaining our discipline
We continue to maintain our discipline of only extending duration for high quality bonds meeting our yield targets in order to potentially maximize risk-adjusted, long-term income. As nimble, contrarian investors with conservatively short positioning in the current investment environment, we remain poised to take advantage of opportunities to buy in the event of increased market volatility, rising interest rates, or widening credit spreads.
·
Purchasing shorter duration structures
In the final quarter of 2015, we had the opportunity to exploit idiosyncratic mispriced credits with attractive yields and longer duration. Given the more limited nature of opportunities seen in the first quarter of 2016, we will continue this approach when possible, while also purchasing shorter duration structures, rather than extending duration to buy lower yielding bonds that do not provide appropriate compensation for the extension risk assumed. This approach will allow us to reinvest opportunistically in the event that yields rise and spreads widen.
·
Increasing swappable cash equivalents
Long-term municipal yields have continued a downward trend despite the Federal Reserve's decision to raise rates by 25 basis points to a target range between 0.25% and 0.5% on Dec. 16, 2015. This has contributed to our decision to increase our swappable cash equivalents, which will increase cash availability when opportunities do arise in a rising yield and widening spread environment.
We believe that our conservative positioning enables us to remain nimble, and look forward to being able to deploy available cash and swap out of cash equivalents and into higher yielding investments as opportunities arise.
Sincerely,
William R. Gurtin
CEO, CIO, Managing Partner
Gurtin Fixed Income Management, LLC
Important Information:
There can be no guarantee that any strategy (risk management) or otherwise will be successful. All investing involves risk, including the potential loss of principal.
 
3
 
 


GURTIN NATIONAL MUNICIPAL VALUE FUND
A MESSAGE TO OUR SHAREHOLDERS
MARCH 31, 2016
 
Bonds: Investing in the bond market is subject to certain risks including market, interest-rate, issuer, credit and inflation risk; investments may be worth more or less than the original cost when redeemed. Income from municipal bonds may be subject to state and local taxes and at times the alternative minimum tax; a strategy concentrating in a single or limited number of states is subject to greater risk of adverse economic conditions and regulatory changes. The value of most bond funds and fixed income securities is impacted by changes in interest rates. Bonds and bond funds with longer durations tend to be more sensitive and more volatile than securities with shorter durations; bond prices generally fall as interest rates rise. Credit risk refers to an issuer's ability to make interest and principal payments when due.
 
4
 
 


GURTIN NATIONAL MUNICIPAL VALUE FUND
PERFORMANCE CHART AND ANALYSIS
MARCH 31, 2016
 
The following chart reflects the change in the value of a hypothetical $250,000 investment in Institutional Shares, including reinvested dividends and distributions, in Gurtin National Municipal Value Fund (the "Fund") compared with the performance of the benchmark, Bank of America Merrill Lynch Municipal Miscellaneous Index 7-12 Years  ("BAML Muni Misc 7-12") and the Bank of America Merrill Lynch Municipal Blended Index ("BAML Muni Blended"), since inception. The BAML Muni Misc 7-12 was formerly known as the Merrill Lynch Municipal Miscellaneous 7-12 Years Index and measures the performance of municipal securities with a remaining term to final maturity greater than or equal to 7 years and less than 12 years. The BAML Muni Blended is a blend of 75% of The Bank of America Merrill Lynch 7-12 Year US Large Cap Municipal Securities Index, a subset of the Bank of America Merrill Lynch US Large Cap Municipal Securities Index including all securities with a remaining term to final maturity greater than or equal to 7 years and less than 12 years, and 25% of the Bank of America Merrill Lynch 12-22 Year US Large Cap Municipal Securities Index, a subset of the Bank of America Merrill Lynch US Large Cap Municipal Securities Index including all securities with a remaining term to final maturity greater than or equal to 12 years and less than 22 years. The total returns of both the BAML Muni Misc 7-12 and the BAML Muni Blended includes the reinvestment of dividends and income. The total return of the Fund includes operating expenses that reduce returns, while the total returns of the BAML Muni Misc 7-12 and the BAML Muni Blended does not include expenses. The Fund is professionally managed while the BAML Muni Misc 7-12 and the BAML Muni Blended are unmanaged and are not available for investment.
 
 

Performance data quoted represents past performance and is no guarantee of future results. Current performance may be lower or higher than the performance data quoted. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than original cost. For the most recent month-end performance, please call (844) 342-5763. As stated in the Fund's current prospectus, the annual operating expense ratio (gross) is 0.93%. However, the Fund's adviser has contractually agreed to waive its fee and/or reimburse expenses to limit total operating expenses(excluding all taxes, interest, portfolio transaction expenses, acquired fund fees and expenses, proxy expenses and extraordinary expenses) to 0.60%, through January 28, 2017. During the period, certain fees were waived and/or expenses reimbursed; otherwise, returns would have been lower. The performance table and graph do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Returns greater than one year are annualized.
 
 
 
5
 
 


GURTIN NATIONAL MUNICIPAL VALUE FUND
PERFORMANCE CHART AND ANALYSIS
MARCH 31, 2016

A privately offered fund managed by the Gurtin National Municipal Value Fund's Adviser and portfolio management team ("Predecessor Fund") reorganized into the Gurtin National Municipal Value Fund on November 3, 2014. This Predecessor Fund was organized on November 16, 2009, and commenced operations on May 3, 2010. The Predecessor Fund had an investment objective and strategies that were, in all material respects, identical to those of the Fund, and was managed in a manner that, in all material respects, complied with the investment guidelines and restrictions of the Gurtin National Municipal Value Fund. The Predecessor Fund, however, was not registered as an investment company under the Investment Company Act of 1940 (the "1940 Act"), and the Predecessor Fund was not subject to certain investment limitations, diversification requirements, liquidity requirements, and other restrictions imposed by the 1940 Act and the Internal Revenue Code of 1986 which, if applicable, may have adversely affected its performance. The Gurtin National Municipal Value Fund's performance for periods prior to the commencement of operations is that of the Predecessor Fund and is based on calculations that are different from the standardized method of calculations adopted by the SEC. The performance of the Predecessor Fund was calculated net of the Predecessor Fund's fees and expenses. The performance of the Predecessor Fund has not been restated to reflect the fees, estimated expenses and fee waivers and/or expense limitations of the Gurtin National Municipal Value Fund. If the performance of the Predecessor Fund had been restated to reflect the applicable fees and expenses of the Gurtin National Municipal Value Fund, the performance may have been higher or lower. Past performance is not indicative of future results.
 
 
 
6
 
 


GURTIN NATIONAL MUNICIPAL VALUE FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2016
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
Municipal Bonds - 95.9%
Alabama - 1.4%
$
1,500,000
 
Alabama Special Care Facilities Financing Authority-Birmingham, Alabama Revenue Bond
 
5.00
%
11/15/39
$
1,536,345
 
       
California  - 12.1%
 
740,000
 
California Health Facilities Financing Authority, California Revenue Bond
 
5.00
 
07/01/26
 
748,547
 
 
95,000
 
California Health Facilities Financing Authority, California Revenue Bond, Series A
 
5.00
 
04/01/25
 
95,313
 
 
500,000
 
California State Public Works Board, California Revenue Bond, Series B1
 
5.63
 
03/01/30
 
584,990
 
 
500,000
 
California State Public Works Board, California Revenue Bond, Series C
 
5.40
 
10/01/22
 
502,090
 
 
2,875,000
 
California State Public Works Board, California Revenue Bond, Series G
 
5.00
 
11/01/37
 
3,346,672
 
 
1,000,000
 
City of Fairfield, California Certificate of Participation, Series A (a)
 
6.55
 
04/01/30
 
592,810
 
 
670,000
 
County of San Bernardino, California Certificate of Participation
 
5.00
 
08/01/28
 
671,950
 
 
1,450,000
 
Golden State Tobacco Securitization Corp., California Revenue Bond, Series A
 
5.00
 
06/01/29
 
1,711,928
 
 
1,000,000
 
Modesto Irrigation District Financing Authority, California Revenue Bond (b)
 
1.01
 
09/01/27
 
961,690
 
 
1,000,000
 
Natomas Unified School District, California General Obligation Bond (a)
 
5.05
 
08/01/26
 
601,710
 
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
$
1,000,000
 
Natomas Unified School District, California General Obligation Bond (a)
 
5.14
%
08/01/27
$
567,550
 
 
130,000
 
State of California, General Obligation Bond, Series 07
 
5.13
 
10/01/27
 
130,532
 
 
1,500,000
 
Stockton East Water District, California Certificate of Participation, Series B (a)
 
5.96-5.97
 
04/01/20
 
1,186,755
 
 
2,200,000
 
Stockton East Water District, California Certificate of Participation, Series B (a)
 
6.09
 
04/01/26
 
1,207,602
 
 
250,000
 
Victor Valley Community College District, California General Obligation Bond, Series A
 
5.38
 
08/01/29
 
285,162
 
   
13,195,301
 
Connecticut - 13.2%
 
2,800,000
 
Connecticut State Health & Educational Facility Authority, Connecticut Revenue Bond
 
5.00
 
07/01/36
 
2,830,548
 
 
5,370,000
 
Connecticut State Health & Educational Facility Authority, Connecticut Revenue Bond, Series Z-1
 
5.00
 
07/01/42
 
5,428,855
 
 
3,000,000
 
State of Connecticut, Connecticut General Obligation Bond, Series A (b)
 
1.35
 
03/01/24
 
2,910,900
 
 
2,125,000
 
State of Connecticut, Connecticut General Obligation Bond, Series F
 
5.00
 
12/01/21
 
2,191,449
 
 
1,000,000
 
University of Connecticut, Connecticut Revenue Bond, Series A
 
5.00
 
02/15/18
 
1,002,570
 
   
14,364,322
 
Florida - 8.9%
 
2,775,000
 
County of Miami-Dade Transit System, Florida Revenue Bond
 
5.00
 
07/01/32
 
2,990,978
 
 
See Notes to Financial Statements.
7
 
 


GURTIN NATIONAL MUNICIPAL VALUE FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2016
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
$
1,145,000
 
Highlands County Health Facilities Authority, Florida Revenue Bond, Series G
 
5.13
%
11/15/22
$
1,177,392
 
 
2,000,000
 
South Florida Water Management District, Florida Certificate of Participation
 
5.00
 
10/01/20
 
2,044,740
 
 
675,000
 
South Florida Water Management District, Florida Certificate of Participation
 
5.00
 
10/01/36
 
690,100
 
 
2,675,000
 
South Miami Health Facilities Authority, Florida Revenue Bond
 
5.00
 
08/15/32
 
2,791,577
 
   
9,694,787
 
Illinois - 12.5%
 
500,000
 
Chicago Park District, Illinois General Obligation Bond, Series A
 
5.00
 
01/01/27
 
539,185
 
 
525,000
 
Chicago Park District, Illinois General Obligation Bond, Series A
 
5.50
 
01/01/33
 
604,937
 
 
980,000
 
Chicago Park District, Illinois General Obligation Bond, Series A
 
5.00
 
01/01/33
 
1,042,308
 
 
1,475,000
 
Chicago Park District, Illinois General Obligation Bond, Series A
 
5.75
 
01/01/38
 
1,731,281
 
 
1,975,000
 
Chicago Park District, Illinois General Obligation Bond, Series A
 
5.00
 
01/01/40
 
2,113,526
 
 
1,500,000
 
Chicago Park District, Illinois General Obligation Bond, Series C
 
5.00
 
01/01/27
 
1,626,975
 
 
900,000
 
Chicago Park District, Illinois General Obligation Bond, Series C
 
5.00
 
01/01/29
 
976,545
 
 
1,250,000
 
Illinois Finance Authority, Illinois Revenue Bond
 
5.00
 
07/01/46
 
1,317,087
 
 
525,000
 
Illinois Finance Authority, Illinois Revenue Bond, Series D
 
6.25
 
11/01/28
 
596,747
 
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
$
1,030,000
 
University of Illinois, Illinois Revenue Bond, Series A
 
5.13
%
04/01/36
$
1,147,626
 
 
900,000
 
University of Illinois, Illinois Revenue Bond, Series A
 
5.00
 
04/01/39
 
1,006,812
 
 
825,000
 
Will Grundy Etc Counties Community College District No. 525, Illinois General Obligation Bond, Series B
 
5.25
 
06/01/36
 
964,178
 
   
13,667,207
 
Indiana - 2.0%
 
1,950,000
 
Indiana Finance Authority, Indiana Revenue Bond, Series A
 
5.00
 
05/01/42
 
2,163,018
 
       
Kansas - 1.8%
 
2,000,000
 
State of Kansas Department of Transportation, Kansas Revenue Bond, Series B-3 (b)
 
0.53
 
09/01/17
 
1,992,680
 
       
Maryland - 0.6%
 
625,000
 
Montgomery County Housing Opportunites Commission, Maryland Revenue Bond, Series C
 
5.00
 
07/01/31
 
677,619
 
       
Massachusetts - 1.1%
 
1,130,000
 
Massachusetts Housing Finance Agency, Massachusetts Revenue Bond, Series C
 
5.00
 
12/01/30
 
1,190,240
 
       
Michigan - 2.2%
 
550,000
 
Michigan State Building Authority, Michigan Revenue Bond, Series A
 
5.20
 
10/15/31
 
640,299
 
 
1,760,000
 
Michigan State Housing Development Authority, Michigan Revenue Bond, Series A
 
5.15
 
10/01/29
 
1,769,082
 
   
2,409,381
 
 
 
See Notes to Financial Statements.
8
 
 


GURTIN NATIONAL MUNICIPAL VALUE FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2016
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
Nebraska - 2.8%
$
3,050,000
 
Douglas County School District No. 17, Nebraska General Obligation Bond
 
3.00
%
06/15/16
$
3,066,531
 
 
Nevada - 6.3%
 
3,100,000
 
County of Clark Department of Aviation, Nevada Revenue Bond, Series D
 
5.00
 
07/01/16
 
3,135,340
 
 
1,150,000
 
County of Clark, Nevada General Obligation Bond
 
4.75
 
11/01/30
 
1,154,209
 
 
2,375,000
 
County of Clark, Nevada General Obligation Bond
 
4.75
 
11/01/35
 
2,383,692
 
 
145,000
 
Nevada Housing Division, Nevada Revenue Bond, Series A
 
5.85
 
10/01/20
 
145,638
 
   
6,818,879
 
New York - 5.1%
 
1,000,000
 
Metropolitan Transportation Authority, New York Revenue Bond, Series A
 
5.00
 
11/15/31
 
1,028,390
 
 
1,000,000
 
New York State Dormitory Authority, New York Revenue Bond
 
5.00
 
08/01/17
 
1,009,320
 
 
1,725,000
 
New York State Dormitory Authority, New York Revenue Bond
 
5.00
 
07/01/30
 
1,744,734
 
 
50,000
 
New York State Dormitory Authority, New York Revenue Bond, Series D
 
5.75
 
02/15/19
 
50,223
 
 
1,410,000
 
Schenectady Metroplex Development Authority, New York Revenue Bond, Series A
 
5.50
 
08/01/33
 
1,685,514
 
   
5,518,181
 
Ohio - 3.8%
 
2,950,000
 
American Municipal Power, Inc., Ohio Revenue Bond, Series B
 
5.00
 
02/15/37
 
3,336,597
 
 
825,000
 
Gallia County Local School District, Ohio General Obligation Bond
 
5.00
 
12/01/30
 
831,328
 
   
4,167,925
 
 
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
Pennsylvania - 9.1%
$
7,500,000
 
Pennsylvania Turnpike Commission, Pennsylvania Revenue Bond, Series A-2 (b)
 
0.55
%
05/01/16
$
7,499,925
 
 
2,325,000
 
Swarthmore Borough Authority, Pennsylvania Revenue Bond, Series A
 
5.00
 
09/15/30
 
2,372,337
 
   
9,872,262
 
Texas - 7.7%
 
1,425,000
 
City Public Service Board of San Antonio, Texas Revenue Bond
 
5.00
 
02/01/32
 
1,477,183
 
 
1,600,000
 
County of Harris, Texas Revenue Bond (b)
 
1.08
 
08/15/35
 
1,424,768
 
 
1,000,000
 
Eagle Mountain & Saginaw Independent School District, Texas General Obligation Bond
 
4.50
 
08/15/33
 
1,013,170
 
 
1,375,000
 
Lamar Consolidated Independent School District, Texas General Obligation Bond
 
5.00
 
02/15/38
 
1,427,608
 
 
2,000,000
 
Northside Independent School District, Texas General Obligation Bond
 
5.00
 
06/15/35
 
2,018,780
 
 
1,000,000
 
Red River Education Financing Corp., Texas Revenue Bond
 
5.00
 
03/15/38
 
1,041,660
 
   
8,403,169
 
Washington - 5.3%
 
1,715,000
 
Central Puget Sound Regional Transit Authority, Washington Revenue Bond
 
4.75
 
02/01/28
 
1,788,831
 
 
2,000,000
 
City of Seattle Drainage & Wastewater Revenue, Washington Revenue Bond
 
5.00
 
06/01/38
 
2,164,060
 
 
1,455,000
 
Everett Housing Authority, Washington Revenue Bond (b)
 
4.89
 
06/01/37
 
1,489,469
 
 
 
 
See Notes to Financial Statements.
9
 
 


GURTIN NATIONAL MUNICIPAL VALUE FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2016
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
$
250,000
 
State of Washington, Washington Certificate of Participation, Series D
 
5.45
%
07/01/28
$
276,357
 
   
5,718,717
 
 
Total Municipal Bonds
(Cost $101,585,065)
 
104,456,564
 
 
 
Shares
 
Security
Description
 
Value
 
 
Money Market Fund - 3.2%
 
3,452,996
 
Fidelity Government Money Market Fund, 0.23% (b) (Cost $3,452,996)
 
3,452,996
 
 
Total Investments - 99.1%
(Cost $105,038,061)*
$
107,909,560
 
 
Other Assets & Liabilities, Net – 0.9%
 
984,072
 
Net Assets – 100.0%
$
108,893,632
 

(a) Zero coupon bond. Interest rate presented is yield to maturity.
(b) Variable rate security. Rate presented is as of March 31, 2016.


*  Cost for federal income tax purposes is substantially the same as for financial statement purposes and net unrealized appreciation consists of:
Gross Unrealized Appreciation
 
$
2,881,552
 
Gross Unrealized Depreciation
   
(10,053
)
Net Unrealized Appreciation
 
$
2,871,499
 

The inputs or methodology used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in Note 2 of the accompanying Notes to Financial Statements.
The following is a summary of the inputs used to value the Fund's investments as of March 31, 2016.
Valuation Inputs
 
Investments in Securities

Level 1 - Quoted Prices
 
$
-
 
Level 2 - Other Significant Observable Inputs
   
107,909,560
 
Level 3 - Significant Unobservable Inputs
   
-
 
Total
 
$
107,909,560
 

The Level 2 value displayed in this table includes Municipal Bonds and a Money Market Fund. Refer to this Schedule of Investments for a further breakout of each Municipal Bond security by state.
The Fund utilizes the end of period methodology when determining transfers. There were no transfers among Level 1, Level 2 and Level 3 for the period ended March 31, 2016.
AFA
PORTFOLIO HOLDINGS
   
% of Total Investments
   
Municipal Bonds
96.8
%
Money Market Fund
3.2
%
 
100.0
%
 
 
See Notes to Financial Statements.
10
 
 


GURTIN NATIONAL MUNICIPAL VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 2016
 
         
ASSETS
       
 
Total investments, at value (Cost $105,038,061)
 
$
107,909,560
 
 
Receivables:
       
   
Dividends and interest
   
1,136,351
 
 
Prepaid expenses
   
9,972
 
Total Assets
 
 
109,055,883
 
             
LIABILITIES
       
 
Payables:
       
   
Fund shares redeemed
   
64,609
 
   
Distributions payable
   
17,328
 
 
Accrued Liabilities:
       
   
Investment adviser fees
   
35,021
 
   
Trustees' fees and expenses
   
1,591
 
   
Fund services fees
   
11,685
 
   
Other expenses
   
32,017
 
Total Liabilities
 
 
162,251
 
             
NET ASSETS
 
$
 108,893,632
 
             
COMPONENTS OF NET ASSETS
       
 
Paid-in capital
 
$
105,813,075
 
 
Accumulated net realized gain
   
209,058
 
 
Net unrealized appreciation
   
2,871,499
 
NET ASSETS
 
$
108,893,632
 
SHARES OF BENEFICIAL INTEREST AT NO PAR VALUE (UNLIMITED SHARES AUTHORIZED)
 
 
10,789,287
 
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
 
$
10.09
 
             
 
 
See Notes to Financial Statements.
11
 
 


GURTIN NATIONAL MUNICIPAL VALUE FUND
STATEMENT OF OPERATIONS
SIX MONTHS ENDED MARCH 31, 2016
 
             
INVESTMENT INCOME
           
 
Dividend income
.
 
$
5,677
   
 
Interest income
   
1,307,601
   
Total Investment Income
   
 
1,313,278
 
 
 
           
EXPENSES
           
 
Investment adviser fees
   
232,942
   
 
Fund services fees
   
70,679
   
 
Non 12b-1 shareholder servicing fees
   
10,251
   
 
Custodian fees
   
5,281
   
 
Registration fees
   
8,158
   
 
Professional fees
   
26,519
   
 
Trustees' fees and expenses
   
6,964
   
 
Offering costs
   
5,655
   
 
Miscellaneous expenses
   
24,671
   
Total Expenses
   
 
391,120
 
 
 
Fees waived and expenses reimbursed
   
(80,531
)
 
Net Expenses
   
 
310,589
 
 
               
NET INVESTMENT INCOME
   
 
1,002,689
 
 
               
NET REALIZED AND UNREALIZED GAIN (LOSS)
           
 
Net realized gain on investments
   
225,169
   
 
Net change in unrealized appreciation (depreciation) on investments
   
614,902
   
NET REALIZED AND UNREALIZED GAIN
   
 
840,071
 
 
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
   
$
 1,842,760
 
 
               
 
 
See Notes to Financial Statements.
12
 
 


GURTIN NATIONAL MUNICIPAL VALUE FUND
STATEMENTS OF CHANGES IN NET ASSETS
 
 
   
 
 
 
 
 
 
*
 
 
 
       
 For the
Six Months Ended
March 31, 2016
   
 November 3, 2014* through
September 30, 2015
OPERATIONS
                 
 
Net investment income
 
$
1,002,689
     
$
1,301,681
 
 
Net realized gain (loss)
   
225,169
       
(16,111
)
 
Net change in unrealized appreciation (depreciation)
   
614,902
       
171,293
 
Increase in Net Assets Resulting from Operations
 
 
1,842,760
 
   
 
1,456,863
 
                       
DISTRIBUTIONS TO SHAREHOLDERS FROM
                 
 
Net investment income
   
(1,002,694
)
     
(1,301,676
)
Total Distributions to Shareholders
 
 
(1,002,694
)
   
 
(1,301,676
)
                       
CAPITAL SHARE TRANSACTIONS
                 
 
Sale of shares
   
20,169,035
       
106,706,244
 
 
Reinvestment of distributions
   
895,653
       
1,136,510
 
 
Redemption of shares
   
(4,742,939
)
     
(16,266,124
)
Increase in Net Assets from Capital Share Transactions
 
 
16,321,749
 
   
 
91,576,630
 
Increase in Net Assets
 
 
17,161,815
 
   
 
91,731,817
 
                       
NET ASSETS
                 
 
Beginning of Period
 
 
 91,731,817
 
   
 
 -
 
 
End of Period (Including line (a))
 
$
 108,893,632
 
   
$
 91,731,817
 
                       
SHARE TRANSACTIONS
                 
 
Sale of shares
   
2,009,124
       
10,678,702
 
 
Reinvestment of distributions
   
88,961
       
113,588
 
 
Redemption of shares
   
(472,207
)
     
(1,628,881
)
Increase in Shares
 
 
1,625,878
 
   
 
9,163,409
 
                       
(a)
Undistributed net investment income
 
$
-
 
   
$
5
 
*
Commencement of operations.
                 
 
See Notes to Financial Statements.
13
 
 


GURTIN NATIONAL MUNICIPAL VALUE FUND
FINANCIAL HIGHLIGHTS
 
 

These financial highlights reflect selected data for a share outstanding throughout each period.
   
For the Six Months Ended March 31, 2016
 
November 3, 2014 (a) through September 30, 2015
 
INSTITUTIONAL CLASS 
               
NET ASSET VALUE, Beginning of Period 
$
10.01
   
$
10.00
   
INVESTMENT OPERATIONS
               
Net investment income (b)
 
 0.10
     
 0.20
   
Net realized and unrealized gain (loss)
 
 0.08
   
 
 0.02
   
Total from Investment Operations
 
 0.18
   
 
 0.22
   
DISTRIBUTIONS TO SHAREHOLDERS FROM
               
Net investment income
 
 (0.10
)
 
 
 (0.21
)
 
NET ASSET VALUE, End of Period 
$
10.09
   
$
10.01
   
TOTAL RETURN 
 
1.78
%(c)
2.18
%(c)
RATIOS/SUPPLEMENTARY DATA
               
Net Assets at End of Period (000's omitted)
$108,894
   
$91,732
   
Ratios to Average Net Assets:
               
Net investment income 
 
1.94
%(d)
2.21
%(d)
Net expenses 
 
0.60
%(d)
0.60
%(d)
Gross expenses (e)
 
0.76
%(d)
0.93
%(d)
PORTFOLIO TURNOVER RATE
 
35
%(c)
32
%(c)
 
 
 
 
           
                   
(a)
Commencement of operations.
(b)
Calculated based on average shares outstanding during each period.
(c)
Not annualized.
(d)
Annualized.
(e)
Reflects the expense ratio excluding any waivers and/or reimbursements.
 
See Notes to Financial Statements.
14
 
 


GURTIN CALIFORNIA MUNICIPAL VALUE FUND
A MESSAGE TO OUR SHAREHOLDERS
MARCH 31, 2016
 
Dear Shareholders:
While uncertainty regarding the future path of interest rate hikes has continued to inundate the Federal Reserve's commentary, we have sustained a consistent theme in our management of the Gurtin National Municipal Value Fund and the Gurtin California Municipal Value Fund (the Gurtin Value Funds): Our strict adherence to our disciplined investment approach of opportunistically deploying capital only as attractive investments become available.
Given that bonds meeting our targets have been in shorter supply over the past six months as interest rates have continued to fall and spreads have continued to narrow, we have chosen to remain conservatively positioned in our management of the Gurtin Value Funds, with the belief that the current lack of absolute value in the market is temporary, and the knowledge that in general, municipal yields rise and spreads widen when Treasury yields rise, and municipal yields and spreads narrow when Treasury yields fall. As we patiently wait for the mirror image of the current market – namely, rising yields and widening spreads – we are:
·
Maintaining our discipline
We continue to maintain our discipline of only extending duration for high quality bonds meeting our yield targets in order to potentially maximize risk-adjusted, long-term income. As nimble, contrarian investors with conservatively short positioning in the current investment environment, we remain poised to take advantage of opportunities to buy in the event of increased market volatility, rising interest rates, or widening credit spreads.
·
Purchasing shorter duration structures
In the final quarter of 2015, we had the opportunity to exploit idiosyncratic mispriced credits with attractive yields and longer duration. Given the more limited nature of opportunities seen in the first quarter of 2016, we will continue this approach when possible, while also purchasing shorter duration structures, rather than extending duration to buy lower yielding bonds that do not provide appropriate compensation for the extension risk assumed. This approach will allow us to reinvest opportunistically in the event that yields rise and spreads widen.
·
Increasing swappable cash equivalents
Long-term municipal yields have continued a downward trend despite the Federal Reserve's decision to raise rates by 25 basis points to a target range between 0.25% and 0.5% on Dec. 16, 2015. This has contributed to our decision to increase our swappable cash equivalents, which will increase cash availability when opportunities do arise in a rising yield and widening spread environment.
We believe that our conservative positioning enables us to remain nimble, and look forward to being able to deploy available cash and swap out of cash equivalents and into higher yielding investments as opportunities arise.
Sincerely,
William R. Gurtin
CEO, CIO, Managing Partner
Gurtin Fixed Income Management, LLC
Important Information:
There can be no guarantee that any strategy (risk management) or otherwise will be successful. All investing involves risk, including the potential loss of principal.
 
 
15
 
 


GURTIN CALIFORNIA MUNICIPAL VALUE FUND
A MESSAGE TO OUR SHAREHOLDERS
MARCH 31, 2016
 
Bonds: Investing in the bond market is subject to certain risks including market, interest-rate, issuer, credit and inflation risk; investments may be worth more or less than the original cost when redeemed. Income from municipal bonds may be subject to state and local taxes and at times the alternative minimum tax; a strategy concentrating in a single or limited number of states is subject to greater risk of adverse economic conditions and regulatory changes. The value of most bond funds and fixed income securities is impacted by changes in interest rates. Bonds and bond funds with longer durations tend to be more sensitive and more volatile than securities with shorter durations; bond prices generally fall as interest rates rise. Credit risk refers to an issuer's ability to make interest and principal payments when due.
 
16
 
 


GURTIN CALIFORNIA MUNICIPAL VALUE FUND
PERFORMANCE CHART AND ANALYSIS
MARCH 31, 2016
 
 

The following chart reflects the change in the value of a hypothetical $250,000 investment in Institutional Shares, including reinvested dividends and distributions, in Gurtin California Municipal Value Fund (the "Fund") compared with the performance of the benchmark, Bank of America Merrill Lynch Municipal Miscellaneous Index 7-12 Years  ("BAML Muni Misc 7-12") and the Bank of America Merrill Lynch Municipal Blended Index ("BAML Muni Blended"), since inception. The BAML Muni Misc 7-12 was formerly known as the Merrill Lynch Municipal Miscellaneous 7-12 Years Index and measures the performance of municipal securities with a remaining term to final maturity greater than or equal to 7 years and less than 12 years. The BAML Muni Blended is a blend of 75% of The Bank of America Merrill Lynch 7-12 Year US Large Cap Municipal Securities Index, a subset of the Bank of America Merrill Lynch US Large Cap Municipal Securities Index including all securities with a remaining term to final maturity greater than or equal to 7 years and less than 12 years, and 25% of the Bank of America Merrill Lynch 12-22 Year US Large Cap Municipal Securities Index, a subset of the Bank of America Merrill Lynch US Large Cap Municipal Securities Index including all securities with a remaining term to final maturity greater than or equal to 12 years and less than 22 years. The total returns of both the BAML Muni Misc 7-12 and the BAML Muni Blended includes the reinvestment of dividends and income. The total return of the Fund includes operating expenses that reduce returns, while the total returns of the BAML Muni Misc 7-12 and the BAML Muni Blended does not include expenses. The Fund is professionally managed while the BAML Muni Misc 7-12 and the BAML Muni Blended are unmanaged and are not available for investment.
 
 
 
Performance data quoted represents past performance and is no guarantee of future results. Current performance may be lower or higher than the performance data quoted. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than original cost. For the most recent month-end performance, please call (844) 342-5763. As stated in the Fund's current prospectus, the annual operating expense ratio (gross) is 0.79%. However, the Fund's adviser has contractually agreed to waive its fee and/or reimburse expenses to limit total operating expenses (excluding all taxes, interest, portfolio transaction expenses, acquired fund fees and expenses, proxy expenses and extraordinary expenses) to 0.60%, through January 28, 2017. During the period, certain fees were waived and/or expenses reimbursed; otherwise, returns would have been lower. The performance table and graph do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Returns greater than one year are annualized.

 
17
 
 


GURTIN CALIFORNIA MUNICIPAL VALUE FUND
PERFORMANCE CHART AND ANALYSIS
MARCH 31, 2016
 
A privately offered fund managed by the Gurtin California Municipal Value Fund's Adviser and portfolio management team ("Predecessor Fund") reorganized into the Gurtin California Municipal Value Fund on November 3, 2014. This Predecessor Fund was organized on November 16, 2009, and commenced operations on May 3, 2010. The Predecessor Fund had an investment objective and strategies that were, in all material respects, identical to those of the Fund, and was managed in a manner that, in all material respects, complied with the investment guidelines and restrictions of the Gurtin California Municipal Value Fund. The Predecessor Fund, however, was not registered as an investment company under the Investment Company Act of 1940 (the "1940 Act"), and the Predecessor Fund was not subject to certain investment limitations, diversification requirements, liquidity requirements, and other restrictions imposed by the 1940 Act and the Internal Revenue Code of 1986 which, if applicable, may have adversely affected its performance. The Gurtin California Municipal Value Fund's performance for periods prior to the commencement of operations is that of the Predecessor Fund and is based on calculations that are different from the standardized method of calculations adopted by the SEC. The performance of the Predecessor Fund was calculated net of the Predecessor Fund's fees and expenses. The performance of the Predecessor Fund has not been restated to reflect the fees, estimated expenses and fee waivers and/or expense limitations of the Gurtin California Municipal Value Fund. If the performance of the Predecessor Fund had been restated to reflect the applicable fees and expenses of the Gurtin California Municipal Value Fund, the performance may have been higher or lower. Past performance is not indicative of future results.
 
18
 
 


GURTIN CALIFORNIA MUNICIPAL VALUE FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2016
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
Municipal Bonds - 99.1%
California  - 90.9%
$
1,000,000
 
Abag Finance Authority for Nonprofit Corps, California Revenue Bond
 
5.00
%
01/01/33
$
1,169,610
 
 
1,160,000
 
Alameda Public Financing Authority, California Revenue Bond, Series A
 
5.25
 
07/01/29
 
1,325,567
 
 
5,000,000
 
Bay Area Toll Authority, California Revenue Bond, Series A (a)
 
1.00
 
04/01/47
 
5,011,350
 
 
290,000
 
Bret Harte Union High School District, California Certificate of Participation
 
4.25
 
09/01/20
 
294,193
 
 
1,675,000
 
California Health Facilities Financing Authority, California Revenue Bond
 
5.00
 
07/01/36
 
1,694,346
 
 
700,000
 
California Infrastructure & Economic Development Bank, California Revenue Bond
 
5.00
 
08/15/23
 
766,311
 
 
500,000
 
California Infrastructure & Economic Development Bank, California Revenue Bond
 
5.75
 
08/15/29
 
581,025
 
 
3,465,000
 
California Infrastructure & Economic Development Bank, California Revenue Bond, Series A2 (a)
 
0.68
 
10/01/47
 
3,464,931
 
 
500,000
 
California State Public Works Board, California Revenue Bond, Series B
 
6.00
 
04/01/27
 
577,610
 
 
500,000
 
California State Public Works Board, California Revenue Bond, Series B1
 
5.40
 
03/01/26
 
577,495
 
 
500,000
 
California State Public Works Board, California Revenue Bond, Series G
 
5.00
 
11/01/31
 
512,880
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
$
4,100,000
 
California State Public Works Board, California Revenue Bond, Series G
 
5.00
%
11/01/37
$
4,772,646
 
 
1,000,000
 
California State Public Works Board, California Revenue Bond, Series G1
 
5.75
 
10/01/30
 
1,162,220
 
 
600,000
 
California State Public Works Board, California Revenue Bond, Series I-1
 
6.13
 
11/01/29
 
712,356
 
 
1,000,000
 
Centinela Valley Union High School District, California General Obligation Bond, Series B
 
5.75
 
08/01/30
 
1,284,460
 
 
1,910,000
 
Centinela Valley Union High School District, California General Obligation Bond, Series B
 
5.75
 
08/01/33
 
2,427,591
 
 
7,790,000
 
Chabot-Las Positas Community College District, California General Obligation Bond, Series C (b)
 
4.92
 
08/01/36
 
2,838,053
 
 
1,000,000
 
Chino Valley Unified School District, California General Obligation Bond (b)
 
5.85
 
08/01/26
 
620,330
 
 
3,000,000
 
Chino Valley Unified School District, California General Obligation Bond (b)
 
4.62
 
08/01/29
 
1,607,550
 
 
4,260,000
 
City & County of San Francisco, California Certificate of Participation, Series B
 
5.00
 
09/01/16
 
4,341,068
 
 
2,000,000
 
City of Fairfield, California Certificate of Participation, Series A (b)
 
6.55
 
04/01/30
 
1,185,620
 
 
1,000,000
 
City of Fresno CA Water System, California Revenue Bond, Series A
 
5.25
 
06/01/18
 
1,004,190
 
 
1,690,000
 
City of Vallejo Water Revenue, California Revenue Bond
 
5.00
 
05/01/18
 
1,696,236
 
See Notes to Financial Statements.
19
 
 


GURTIN CALIFORNIA MUNICIPAL VALUE FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2016
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
$
2,575,000
 
Coachella Valley Unified School District, California General Obligation Bond, Series D
 
5.00
%
08/01/37
$
3,002,321
 
 
250,000
 
Corona Public Financing Authority, California Revenue Bond, Series C
 
5.00
 
09/01/21
 
254,613
 
 
1,400,000
 
County of San Bernardino, California Certificate of Participation, Series C
 
5.00
 
08/01/28
 
1,404,074
 
 
1,275,000
 
County of San Bernardino, California Certificate of Participation, Series C
 
4.75
 
08/01/28
 
1,279,934
 
 
2,835,000
 
Dublin Unified School District, California General Obligation Bond, Series D (b)
 
5.73
 
08/01/34
 
1,042,259
 
 
1,500,000
 
Elk Grove Finance Authority, California Special Tax Bond
 
5.00
 
09/01/38
 
1,721,925
 
 
1,600,000
 
Fresno Unified School District, California General Obligation Bond, Series G (b)
 
6.10
 
08/01/41
 
355,824
 
 
6,250,000
 
Golden Empire Schools Financing Authority, California Revenue Bond (a)
 
0.60
 
05/01/16
 
6,248,500
 
 
125,000
 
Golden State Tobacco Securitization Corp., California Revenue Bond, Series A
 
4.60
 
06/01/23
 
133,589
 
 
1,000,000
 
Los Angeles Community Redevelopment Agency, California Revenue Bond
 
5.00
 
09/01/37
 
1,003,430
 
 
2,500,000
 
Los Angeles County Regional Financing Authority, California Revenue Bond, Series B-1
 
3.00
 
11/15/21
 
2,505,625
 
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
$
1,050,000
 
Los Angeles County Schools Regionalized Business Services Corp., California Certificate of Participation, Series B
 
4.75
%
06/01/27
$
1,100,809
 
 
5,140,000
 
Los Angeles Department of Water & Power, California Revenue Bond, Series A-1
 
5.00
 
07/01/39
 
5,407,280
 
 
6,000,000
 
Los Angeles Department of Water, California Revenue Bond
 
5.00
 
07/01/38
 
6,294,600
 
 
4,900,000
 
Los Angeles Department of Water, California Revenue Bond, Series A2
 
5.00
 
07/01/35
 
4,957,869
 
 
2,000,000
 
Los Angeles Municipal Improvement Corp., California Revenue Bond
 
5.00
 
08/01/23
 
2,007,700
 
 
2,750,000
 
Los Angeles Unified School District, California General Obligation Bond, Series B
 
4.75
 
07/01/21
 
2,780,057
 
 
8,575,000
 
Metropolitan Water District of Southern California, California Revenue Bond
 
5.00
 
07/01/37
 
9,018,156
 
 
5,000,000
 
Metropolitan Water District of Southern California, California Revenue Bond, Series A4 (a)
 
0.78
 
07/01/36
 
4,980,300
 
 
2,175,000
 
Metropolitan Water District of Southern California, California Revenue Bond, Series C
 
5.00
 
07/01/32
 
2,199,838
 
 
1,000,000
 
Metropolitan Water District of Southern California, California Revenue Bond, Series C
 
5.00
 
07/01/35
 
1,010,990
 
See Notes to Financial Statements.
20
 
 


GURTIN CALIFORNIA MUNICIPAL VALUE FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2016
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
$
3,185,000
 
Modesto Irrigation District Financing Authority, California Revenue Bond (a)
 
1.01
%
09/01/27
$
3,062,983
 
 
1,600,000
 
Modesto Irrigation District Financing Authority, California Revenue Bond (a)
 
1.06
 
09/01/37
 
1,435,072
 
 
1,500,000
 
New Haven Unified School District, California General Obligation Bond, Series A (b)
 
5.05
 
08/01/24
 
981,735
 
 
1,785,000
 
New Haven Unified School District, California General Obligation Bond, Series A (b)
 
5.20
 
08/01/27
 
986,123
 
 
5,625,000
 
Northern California Transmission Agency, California Revenue Bond (a)
 
0.98
 
05/01/24
 
5,617,969
 
 
2,650,000
 
Oakland Unified School District/Alameda County, California General Obligation Bond
 
6.63
 
08/01/38
 
3,233,238
 
 
770,000
 
Oxnard School District, California General Obligation Bond, Series A
 
5.75
 
08/01/30
 
952,683
 
 
3,000,000
 
Pleasanton-Suisun City Home Financing Authority, California Revenue Bond (b)
 
0.46
 
10/01/16
 
2,991,930
 
 
2,500,000
 
Port of Oakland, California Revenue Bond, Series P
 
5.00
 
05/01/33
 
2,822,025
 
 
5,120,000
 
Regents of the University of California Medical Center Pooled Revenue, California Revenue Bond, Series C2 (a)
 
1.15
 
05/15/43
 
4,418,765
 
 
1,690,000
 
Riverside County Asset Leasing Corp., California General Obligation Bond
 
5.00
 
06/01/16
 
1,703,013
 
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
$
7,575,000
 
Sacramento County Sanitation Districts Financing Authority, California Revenue Bond, Series B (a)
 
0.96
%
12/01/35
$
7,004,299
 
 
2,000,000
 
Sacramento County Water Financing Authority, California Revenue Bond, Series B (a)
 
0.98
 
06/01/34
 
1,857,680
 
 
5,475,000
 
San Bernardino City Unified School District, California General Obligation Bond, Series C
 
5.00
 
08/01/40
 
6,368,082
 
 
2,000,000
 
San Bernardino Community College District, California General Obligation Bond, Series C
 
5.00
 
08/01/31
 
2,030,420
 
 
135,000
 
San Bernardino Municipal Water Department, California Certificate of Participation
 
5.00
 
02/01/17
 
135,416
 
 
1,000,000
 
San Diego Public Facilities Financing Authority, California Revenue Bond, Series A
 
5.25
 
04/15/29
 
1,163,250
 
 
2,715,000
 
San Diego Regional Building Authority, California Revenue Bond, Series A
 
4.00
 
10/15/16
 
2,766,395
 
 
2,500,000
 
San Jose Redevelopment Agency, California Tax Allocation Bond, Series D
 
5.00
 
08/01/21
 
2,629,975
 
 
2,275,000
 
San Jose Unified School District, California General Obligation Bond, Series D
 
5.00
 
08/01/32
 
2,500,430
 
 
1,000,000
 
San Mateo Union High School District, California General Obligation Bond, Series A (b)
 
6.01
 
09/01/25
 
716,210
 
 
2,355,000
 
Sierra View Local Health Care District, California Revenue Bond
 
5.25
 
07/01/37
 
2,490,224
 
 
See Notes to Financial Statements.
21
 
 


GURTIN CALIFORNIA MUNICIPAL VALUE FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2016
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
$
1,000,000
 
Southern California Public Power, California Revenue Bond
 
5.00
%
07/01/16
$
1,011,500
 
 
5,000
 
State of California, California General Obligation Bond
 
5.00
 
10/01/28
 
5,020
 
 
3,350,000
 
State of California, California General Obligation Bond
 
5.00
 
11/01/37
 
3,572,004
 
 
85,000
 
State of California, California General Obligation Bond, Series 2007
 
5.75
 
05/01/30
 
85,371
 
 
135,000
 
State of California, General Obligation Bond, Series 07
 
5.13
 
10/01/27
 
135,552
 
 
3,300,000
 
Stockton East Water District, California Certificate of Participation, Series B (b)
 
5.96-6.00
 
04/01/21
 
2,457,840
 
 
2,000,000
 
Stockton East Water District, California Certificate of Participation, Series B (b)
 
6.08
 
04/01/25
 
1,166,880
 
 
775,000
 
Stockton Unified School District, California General Obligation Bond
 
5.00
 
07/01/27
 
924,250
 
 
1,600,000
 
Tulare County Board of Education, California Certificate of Participation
 
5.38
 
05/01/33
 
1,879,296
 
 
1,000,000
 
University of California, California Revenue Bond
 
5.00
 
05/15/41
 
1,015,410
 
 
250,000
 
Victor Valley Community College District, California General Obligation Bond, Series A
 
5.38
 
08/01/29
 
285,163
 
   
168,743,534
 
Illinois - 8.2%
 
1,000,000
 
Chicago Park District, Illinois General Obligation Bond, Series A
 
5.00
 
01/01/30
 
1,104,570
 
 
1,000,000
 
Chicago Park District, Illinois General Obligation Bond, Series A
 
5.00
 
01/01/35
 
1,081,240
 
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
$
2,325,000
 
Chicago Park District, Illinois General Obligation Bond, Series A
 
5.00
%
01/01/40
$
2,488,075
 
 
1,755,000
 
Chicago Park District, Illinois General Obligation Bond, Series B
 
5.00
 
01/01/26
 
1,984,379
 
 
1,000,000
 
Chicago Park District, Illinois General Obligation Bond, Series B
 
5.00
 
01/01/26
 
1,130,700
 
 
1,580,000
 
Chicago Park District, Illinois General Obligation Bond, Series C
 
5.00
 
01/01/23
 
1,769,600
 
 
1,600,000
 
Chicago Park District, Illinois General Obligation Bond, Series C
 
5.25
 
01/01/37
 
1,743,392
 
 
3,580,000
 
Chicago Park District, Illinois General Obligation Bond, Series C
 
5.25
 
01/01/40
 
3,884,407
 
   
15,186,363
 
 
Total Municipal Bonds
(Cost $177,140,582)
 
183,929,897
 
 
 
Shares
 
Security
Description
 
Value
 

Money Market Fund - 0.2%
 
420,993
 
Fidelity Government Money Market Fund, 0.23% (a) (Cost $420,993)
 
420,993
 
       

Total Investments - 99.3%
(Cost $177,561,575)*
$
184,350,890
 
 
Other Assets & Liabilities, Net – 0.7%
 
1,250,724
 
Net Assets – 100.0%
$
185,601,614
 

(a) Variable rate security. Rate presented is as of March 31, 2016.
(b) Zero coupon bond. Interest rate presented is yield to maturity.

*  Cost for federal income tax purposes is substantially the same as for financial statement purposes and net unrealized appreciation consists of:
Gross Unrealized Appreciation
 
$
6,961,711
 
Gross Unrealized Depreciation
   
(172,396
)
Net Unrealized Appreciation
 
$
6,789,315
 
 
 
See Notes to Financial Statements.
22
 
 


GURTIN CALIFORNIA MUNICIPAL VALUE FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2016
 

The inputs or methodology used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in Note 2 of the accompanying Notes to Financial Statements.
The following is a summary of the inputs used to value the Fund's investments as of March 31, 2016.
Valuation Inputs
 
Investments in Securities

Level 1 - Quoted Prices
 
$
-
 
Level 2 - Other Significant Observable Inputs
   
184,350,890
 
Level 3 - Significant Unobservable Inputs
   
-
 
Total
 
$
184,350,890
 

The Level 2 value displayed in this table includes Municipal Bonds and a Money Market Fund. Refer to this Schedule of Investments for a further breakout of each Municipal Bond security by state.
The Fund utilizes the end of period methodology when determining transfers. There were no transfers among Level 1, Level 2 and Level 3 for the period ended March 31, 2016.
AFA
PORTFOLIO HOLDINGS
   
% of Total Investments
   
Municipal Bonds
99.8
%
Money Market Fund
0.2
%
 
100.0
%
 
 
See Notes to Financial Statements.
23
 
 


GURTIN CALIFORNIA MUNICIPAL VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 2016
 
         
ASSETS
       
 
Total investments, at value (Cost $177,561,575)
 
$
184,350,890
 
 
Receivables:
       
   
Dividends and interest
   
1,479,994
 
 
Prepaid expenses
   
1,085
 
Total Assets
 
 
185,831,969
 
             
LIABILITIES
       
 
Payables:
       
   
Fund shares redeemed
   
81,844
 
   
Distributions payable
   
17,307
 
 
Accrued Liabilities:
       
   
Investment adviser fees
   
68,179
 
   
Trustees' fees and expenses
   
2,996
 
   
Fund services fees
   
14,649
 
   
Other expenses
   
45,380
 
Total Liabilities
 
 
230,355
 
             
NET ASSETS
 
$
 185,601,614
 
             
COMPONENTS OF NET ASSETS
       
 
Paid-in capital
 
$
178,602,028
 
 
Accumulated net realized gain
   
210,271
 
 
Net unrealized appreciation
   
6,789,315
 
NET ASSETS
 
$
185,601,614
 
SHARES OF BENEFICIAL INTEREST AT NO PAR VALUE (UNLIMITED SHARES AUTHORIZED)
 
 
18,254,522
 
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
 
$
10.17
 
             
 
See Notes to Financial Statements.
24
 
 


GURTIN CALIFORNIA MUNICIPAL VALUE FUND
STATEMENT OF OPERATIONS
SIX MONTHS ENDED MARCH 31, 2016
 
             
INVESTMENT INCOME
           
 
Dividend income
.
 
$
4,745
   
 
Interest income
   
2,388,568
   
Total Investment Income
   
 
2,393,313
 
 
 
           
EXPENSES
           
 
Investment adviser fees
   
397,318
   
 
Fund services fees
   
102,908
   
 
Non 12b-1 shareholder servicing fees
   
22,489
   
 
Custodian fees
   
9,226
   
 
Registration fees
   
2,637
   
 
Professional fees
   
32,221
   
 
Trustees' fees and expenses
   
11,296
   
 
Offering costs
   
5,079
   
 
Miscellaneous expenses
   
34,034
   
Total Expenses
   
 
617,208
 
 
 
Fees waived and expenses reimbursed
   
(87,453
)
 
Net Expenses
   
 
529,755
 
 
               
NET INVESTMENT INCOME
   
 
1,863,558
 
 
               
NET REALIZED AND UNREALIZED GAIN (LOSS)
           
 
Net realized gain on investments
   
297,613
   
 
Net change in unrealized appreciation (depreciation) on investments
   
1,553,708
   
NET REALIZED AND UNREALIZED GAIN
   
 
1,851,321
 
 
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
   
$
 3,714,879
 
 
               
 
 
See Notes to Financial Statements.
25
 
 


GURTIN CALIFORNIA MUNICIPAL VALUE FUND
STATEMENTS OF CHANGES IN NET ASSETS
 
 
   
 
 
 
 
 
 
 
 
 
 
       
 For the
 Six Months Ended
March 31, 2016
   
 November 3, 2014* through
September 30, 2015
OPERATIONS
                 
 
Net investment income
 
$
1,863,558
     
$
2,313,780
 
 
Net realized gain (loss)
   
297,613
       
(87,342
)
 
Net change in unrealized appreciation (depreciation)
   
1,553,708
       
830,284
 
Increase in Net Assets Resulting from Operations
 
 
3,714,879
 
   
 
3,056,722
 
                       
DISTRIBUTIONS TO SHAREHOLDERS FROM
                 
 
Net investment income
   
(1,863,575
)
     
(2,313,763
)
Total Distributions to Shareholders
 
 
(1,863,575
)
   
 
(2,313,763
)
                       
CAPITAL SHARE TRANSACTIONS
                 
 
Sale of shares
   
24,677,799
       
181,959,715
 
 
Reinvestment of distributions
   
1,751,177
       
2,119,555
 
 
Redemption of shares
   
(5,143,793
)
     
(22,357,102
)
Increase in Net Assets from Capital Share Transactions
 
 
21,285,183
 
   
 
161,722,168
 
Increase in Net Assets
 
 
23,136,487
 
   
 
162,465,127
 
                       
NET ASSETS
                 
 
Beginning of Period
 
 
 162,465,127
 
   
 
 -
 
 
End of Period (Including line (a))
 
$
 185,601,614
 
   
$
 162,465,127
 
                       
SHARE TRANSACTIONS
                 
 
Sale of shares
   
2,441,463
       
18,169,038
 
 
Reinvestment of distributions
   
172,799
       
211,373
 
 
Redemption of shares
   
(508,109
)
     
(2,232,042
)
Increase in Shares
 
 
2,106,153
 
   
 
16,148,369
 
                       
(a)
Undistributed net investment income
 
$
-
 
   
$
17
 
*
Commencement of operations.
                 
See Notes to Financial Statements.
26
 
 


GURTIN CALIFORNIA MUNICIPAL VALUE FUND
FINANCIAL HIGHLIGHTS
 
 
 
 
These financial highlights reflect selected data for a share outstanding throughout each period.
 
   
For the Six Months Ended March 31, 2016
 
November 3, 2014 (a) through September 30, 2015
 
INSTITUTIONAL CLASS 
               
NET ASSET VALUE, Beginning of Period 
$
10.06
   
$
10.00
   
INVESTMENT OPERATIONS
               
Net investment income (b)
 
 0.11
     
 0.19
   
Net realized and unrealized gain (loss)
 
 0.11
   
 
 0.07
   
Total from Investment Operations
 
 0.22
   
 
 0.26
   
DISTRIBUTIONS TO SHAREHOLDERS FROM
               
Net investment income
 
 (0.11
)
 
 
 (0.20
)
 
NET ASSET VALUE, End of Period 
$
10.17
   
$
10.06
   
TOTAL RETURN 
 
2.17
%(c)
2.55
%(c)
RATIOS/SUPPLEMENTARY DATA
               
Net Assets at End of Period (000's omitted)
$185,602
   
$162,465
   
Ratios to Average Net Assets:
               
Net investment income 
 
2.11
%(d)
2.09
%(d)
Net expenses 
 
0.60
%(d)
0.60
%(d)
Gross expenses (e)
 
0.70
%(d)
0.79
%(d)
PORTFOLIO TURNOVER RATE
 
27
%(c)
83
%(c)
 
 
 
 
           
                   
(a)
Commencement of operations.
(b)
Calculated based on average shares outstanding during each period.
(c)
Not annualized.
(d)
Annualized.
(e)
Reflects the expense ratio excluding any waivers and/or reimbursements.
 
 
See Notes to Financial Statements.
27
 
 


GURTIN NATIONAL MUNICIPAL INTERMEDIATE VALUE FUND
A MESSAGE TO SHAREHOLDERS
MARCH 31, 2016
 
Dear Shareholders:
We are pleased to present to you the first report for the Gurtin National Municipal Intermediate Value Fund and Gurtin California Municipal Intermediate Value Fund (the Gurtin Intermediate Value Funds). Having launched these funds in November 2015 with an objective of maximizing risk-adjusted long-term income while seeking to preserve capital and liquidity, we believe our ability to do so lies in our ability to execute on opportunistic purchases of generally misunderstood and mispriced municipal bond structures and high quality credits.
In looking back at the initial months of performance of the Gurtin Intermediate Value Funds, we are extremely pleased with our ability to get cash invested and identify opportunities to generate value in an environment of falling interest rates and narrowing spreads, even as money market funds – in which a significant portion of the funds was invested as we looked for higher yielding opportunities – were essentially earning zero at a yield of 0.34% as of Dec. 31, 2015.1 Notably, the Gurtin National Municipal Intermediate Value Fund and Gurtin California Municipal Intermediate Value Fund averaged 20.68% and 29.48% investment in money market funds, respectively, over the course of the funds' first month of operation as compared to the benchmark indexes, which were both more fully invested with less than 0.6% maturing in less than one year as of Dec. 31, 2015.2 Holding higher levels of cash in such a market environment could negatively affect funds, making it difficult to perform in line with the benchmark indexes. Yet, having diligently worked over the past five months to get initial cash invested, the Gurtin Intermediate Value Funds have performed almost in line with their benchmark indexes in spite of higher cash levels, while  generating yields (income) in excess of those of the index yields, as shown below as of March 31, 2016.
Fund3
 
Yield-to-Maturity4
at Market
 
Yield-to-Worst5
at Market
 
30-Day SEC Yield (Subsidized/Unsubsidized) 6
Gurtin National Municipal Intermediate Value Fund (GNMVX)
 
2.37%
 
1.76%
 
1.79%/1.09%
Gurtin California Municipal Intermediate Value Fund (GCMVX)
 
2.34%
 
1.68%
 
1.72%/0.22%
Merrill Lynch 1-15 Year Blend Index7
 
2.22%
 
1.53%
 
N/A
Merrill Lynch 1-12 Year Index
 
1.82%
 
1.35%
 
N/A

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. Share prices and investment returns fluctuate and an investor's shares may be worth more or less than original cost upon redemption. For performance data current to the most recent month-end please call (844) 342-5763. Returns for performance under one year are cumulative, not annualized.  Short-term performance, in particular, is not a good indication of the fund's future performance, and an investment should not be made based solely on returns. Because of ongoing market volatility, fund performance may be subject to substantial short-term changes.
In our management of the Gurtin Intermediate Value Funds, we have taken advantage of a number of exploitable inefficiencies in the municipal market to help generate the above-market income levels noted above. In addition, we have been able to maximize risk-adjusted long-term income through the achievement of the following goals:
Bond structure optimization. By taking advantage of inefficiencies in the market due to mispriced structures and misunderstood credits, we were able to purchase what we identified as optimal bond structures at attractive levels



1 Source: Fidelity, data as of December 31, 2015.
2 Source: Merrill Lynch, data as of December 31, 2015. http://www.mlindex.ml.com/GISPublic/bin/IndexDistOlap.asp?AppCode=0&hdnDate=12/31/2015&txtSSCUSIP=U0T0
3 Data current as of 3/31/2016.
4 Yield-to-Maturity: Average anticipated rate of return for the portfolio's positions if held to maturity.
5 Yield-to-Worst: The average rate of return of the portfolio at current market prices, adjusting for optionality.
6 The 30-Day SEC Yield is computed under an SEC standardized formula based on net income earned over the past 30 days. It is a "subsidized" yield, which means it includes contractual expense reimbursements and it would be lower without those reimbursements. The Unsubsidized 30-Day SEC Yield is computed under an SEC standardized formula based on net income earned over the past 30 days. It excludes contractual expense reimbursements, resulting in a lower yield.
7 The Merrill Lynch 1-15 Year Blend is calculated as a 15%/85% blend of the Merrill Lynch 1-3 and 3-15 Year indices, respectively. The benchmarks reflect no deduction for fees, expenses or taxes. These indices track the performance of tax-exempt investment grade debt publicly issued by U.S. states and territories, and their political subdivisions, years remaining term to maturity. Bonds must have a fixed coupon schedule and an investment grade rating. You cannot invest directly into an index.
 
 
28
 
 


GURTIN NATIONAL MUNICIPAL INTERMEDIATE VALUE FUND
A MESSAGE TO SHAREHOLDERS
MARCH 31, 2016
 
·
without sacrificing the structural integrity of the fund.
·
Fund diversification. We did not overweight any particular credit for any reason, providing us with the diversification we desired, which included credit quality distribution, sector allocation, and duration distribution.
·
Opportunistic buying. Historically, when interest rates move higher, spreads tend to widen, creating opportunities to buy at more attractive levels. Over the past six months, in instances where such opportunities were presented, we were able to use our cash position to take advantage of them.
We continue to anticipate opportunities and are eager to act when they are presented.
We believe the future is bright.
Sincerely,
William R. Gurtin
CEO, CIO, Managing Partner
Gurtin Fixed Income Management, LLC
Important Information:
There can be no guarantee that any strategy (risk management) or otherwise will be successful. All investing involves risk, including the potential loss of principal. The Fund is newly formed. Investors in the Fund bear the risk that the Adviser may not be successful in implementing the Fund's investment strategy and the Fund may not achieve scale.
Bonds: Investing in the bond market is subject to certain risks including market, interest-rate, issuer, credit and inflation risk; investments may be worth more or less than the original cost when redeemed. Income from municipal bonds may be subject to state and local taxes and at times the alternative minimum tax; a strategy concentrating in a single or limited number of states is subject to greater risk of adverse economic conditions and regulatory changes. The value of most bond funds and fixed income securities are impacted by changes in interest rates. Bonds and bond funds with longer durations tend to be more sensitive and more volatile than securities with shorter durations; bond prices generally fall as interest rates rise. Credit risk refers to an issuers ability to make interest and principal payments when due.
 
 
 
29
 
 


GURTIN NATIONAL MUNICIPAL INTERMEDIATE VALUE FUND
PERFORMANCE CHART AND ANALYSIS
MARCH 31, 2016

 
The following chart reflects the change in the value of a hypothetical $250,000 investment in Institutional Shares, including reinvested dividends and distributions, in Gurtin National Municipal Intermediate Value Fund (the "Fund") compared with the performance of the benchmark, Bank of America Merrill Lynch Municipal Blended 85%  Index ("BAML Muni Blended 85%") and the Bank of America Merrill Lynch 1-12 Year Municipal  Index ("BAML 1-2 Muni Index"), since inception. The BAML Muni Blended 85% is a blend of 85% of the Bank of America Merrill Lynch 3-15 Year US Municipal Securities Index, a subset of the Bank of America Merrill Lynch US Municipal Securities Index including all securities with a remaining term to final maturity greater than or equal to three years and less than twelve years, and 15% of the Bank of America Merrill Lynch 1-3 Year US Municipal Securities Index, a subset of the Bank of America Merrill Lynch US Municipal Securities Index including all securities with a remaining term to final maturity greater than or equal to one year and less than three years. BAML 1-12 Year Muni is an unmanaged, market-weighted index that includes investment-grade municipal bonds with maturities greater than one year but less than twelve years. The total returns of both the BAML Muni Blended 85% and the BAML Muni Index 1-12 includes the reinvestment of dividends and income. The total return of the Fund includes operating expenses that reduce returns, while the total returns of the BAML Muni Blended 85% and the BAML Muni Index 1-12 does not include expenses. The Fund is professionally managed while the BAML Muni Blended 85% and the BAML Muni Index 1-12 are unmanaged and are not available for investment.
 
 
Performance data quoted represents past performance and is no guarantee of future results. Current performance may be lower or higher than the performance data quoted. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than original cost. For the most recent month-end performance, please call (844) 342-5763. As stated in the Fund's current prospectus, the annual operating expense ratio (gross) is 1.04%. However, the Fund's adviser has contractually agreed to waive its fee and/or reimburse expenses to limit total operating expenses(excluding all taxes, interest, portfolio transaction expenses, acquired fund fees and expenses, proxy expenses and extraordinary expenses) to 0.39%, through January 28, 2017. During the period, certain fees were waived and/or expenses reimbursed; otherwise, returns would have been lower. The performance table and graph do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 
30
 
 


GURTIN NATIONAL MUNICIPAL INTERMEDIATE VALUE FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2016
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
Municipal Bonds - 97.2%
 
Arkansas - 1.2%
$
400,000
 
Bentonville School District No. 6, Arkansas General Obligation Bond
 
4.50
%
06/01/30
$
417,188
 
 
California  - 8.5%
 
520,000
 
Centinela Valley Union High School District, California General Obligation Bond, Series B
 
5.75
 
08/01/30
 
667,919
 
 
350,000
 
Compton Unified School District, California General Obligation Bond, Series D (a)
 
1.42
 
06/01/18
 
339,164
 
 
335,000
 
Inglewood Public Financing Authority, California Revenue Bond
 
5.00
 
08/01/19
 
373,977
 
 
275,000
 
Placentia-Yorba Linda Unified School District, California Certificate of Participation, Series A
 
4.00
 
10/01/30
 
301,758
 
 
1,070,000
 
Solano County Community College District, California General Obligation Bond (a)
 
1.39
 
08/01/29
 
912,763
 
 
400,000
 
Stockton Unified School District, California General Obligation Bond, Series A
 
5.00
 
08/01/18
 
438,136
 
   
3,033,717
 
 
Colorado  - 0.7%
 
250,000
 
County of Adams, Colorado Certificate of Participation
 
4.00
 
12/01/18
 
269,638
 
 
 
Connecticut - 1.2%
 
200,000
 
State of Connecticut, Connecticut General Obligation Bond, Series E
 
4.00
 
12/15/19
 
204,934
 
 
195,000
 
State of Connecticut, Connecticut General Obligation Bond, Series F
 
5.00
 
11/15/28
 
236,342
 
   
441,276
 
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
Illinois - 13.5%
$
310,000
 
Chicago Park District, Illinois General Obligation Bond, Series A
 
4.00
%
01/01/20
$
319,359
 
 
540,000
 
Chicago Park District, Illinois General Obligation Bond, Series A
 
5.00
 
01/01/28
 
602,689
 
 
395,000
 
Chicago Park District, Illinois General Obligation Bond, Series B
 
4.00
 
01/01/22
 
417,100
 
 
235,000
 
Cook County Community Consolidated School District No. 15 Palatine, Illinois General Obligation Bond
 
5.00
 
12/01/23
 
285,229
 
 
635,000
 
Cook County Community High School District No. 218 Dwight D. Eisenhower, Illinois General Obligation Bond
 
4.25
 
12/01/24
 
715,766
 
 
240,000
 
Cook County School District No. 29 Sunset Ridge, Illinois Revenue Bond, Series A
 
3.00
 
12/01/20
 
256,051
 
 
500,000
 
Illinois Finance Authority, Illinois Revenue Bond
 
5.00
 
11/15/25
 
575,145
 
 
575,000
 
Illinois Finance Authority, Illinois Revenue Bond, Series C
 
4.50
 
11/15/32
 
586,540
 
 
250,000
 
Kane County Community Unit School District No. 304 Geneva, Illinois General Obligation Bond, Series A
 
5.00
 
01/01/26
 
257,870
 
 
700,000
 
University of Illinois, Illinois Revenue Bond, Series A
 
5.00
 
04/01/30
 
825,888
 
   
4,841,637
 
Indiana - 1.6%
 
545,000
 
South Madison Middle School Building Corp., Indiana Revenue Bond
 
2.00
 
07/15/18
 
558,347
 
 

See Notes to Financial Statements.
31
 
 


GURTIN NATIONAL MUNICIPAL INTERMEDIATE VALUE FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2016
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
Kansas - 1.3%
$
375,000
 
Kansas Development Finance Authority, Kansas Revenue Bond, Series G
 
5.00
%
04/01/25
$
451,823
 
       
Kentucky - 13.4%
 
300,000
 
Boone County School District Finance Corp., Kentucky Revenue Bond
 
3.00
 
04/01/25
 
313,506
 
 
400,000
 
Corbin Independent School District Finance Corp., Kentucky Revenue Bond
 
2.00
 
02/01/22
 
407,464
 
 
425,000
 
Corbin Independent School District Finance Corp., Kentucky Revenue Bond
 
3.00
 
02/01/25
 
454,703
 
 
630,000
 
Corbin Independent School District Finance Corp., Kentucky Revenue Bond
 
3.00
 
02/01/26
 
668,166
 
 
420,000
 
Grant County School District Finance Corp., Washington Revenue Bond
 
3.00
 
04/01/24
 
444,684
 
 
280,000
 
Kenton County School District Finance Corp., Kentucky Revenue Bond
 
3.00
 
02/01/26
 
292,233
 
 
775,000
 
Madison County School District Finance Corp., Kentucky Revenue Bond
 
5.00
 
05/01/22
 
914,864
 
 
630,000
 
Madison County School District Finance Corp., Kentucky Revenue Bond
 
5.00
 
05/01/23
 
754,406
 
 
475,000
 
Owensboro Independent School District Finance Corp., Kentucky Revenue Bond
 
4.00
 
09/01/20
 
524,338
 
   
4,774,364
 
Michigan - 7.3%
 
350,000
 
Central Michigan University, Michigan Revenue Bond
 
5.00
 
10/01/24
 
435,645
 
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
$
225,000
 
Charles Stewart Mott Community College, Michigan Revenue Bond
 
3.00
%
05/01/24
$
242,649
 
 
500,000
 
Howell Public Schools, Michigan General Obligation Bond, Series B
 
5.00
 
05/01/25
 
578,440
 
 
695,000
 
L'Anse Creuse Public Schools, Michigan General Obligation Bond
 
5.00
 
05/01/25
 
857,873
 
 
210,000
 
Lansing School District, Michigan General Obligation Bond
 
5.00
 
05/01/21
 
245,994
 
 
200,000
 
Rockford Public Schools, Michigan General Obligation Bond
 
5.00
 
05/01/22
 
236,428
 
   
2,597,029
 
Missouri - 1.8%
 
250,000
 
Liberty Public School District No. 53, Missouri Certificate of Participation
 
3.00
 
04/01/20
 
266,563
 
 
300,000
 
Missouri Joint Municipal Electric Utility Commission, Missouri Revenue Bond, Series A
 
5.00
 
01/01/24
 
365,751
 
   
632,314
 
New Jersey - 0.6%
 
200,000
 
Borough of Tuckerton, New Jersey General Obligation Bond
 
2.00
 
03/01/18
 
203,982
 
       
New York - 1.3%
 
400,000
 
Metropolitan Transportation Authority, New York Revenue Bond, Series H
 
5.00
 
11/15/30
 
476,368
 
       
North Dakota - 1.4%
 
460,000
 
City of Mandan, North Dakota General Obligation Bond, Series B
 
5.00
 
05/01/18
 
498,405
 
       
Ohio - 2.0%
 
200,000
 
Trotwood-Madison City School District, Ohio Certificate of Participation
 
4.00
 
12/01/23
 
230,908
 
 
200,000
 
Trotwood-Madison City School District, Ohio Certificate of Participation
 
4.00
 
12/01/24
 
231,490
 
 
See Notes to Financial Statements.
32
 
 


GURTIN NATIONAL MUNICIPAL INTERMEDIATE VALUE FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2016
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
$
215,000
 
Trotwood-Madison City School District, Ohio Certificate of Participation
 
4.00
%
12/01/25
$
249,086
 
   
711,484
 
Pennsylvania - 17.4%
 
230,000
 
Clearfield Area School District, Pennsylvania General Obligation Bond
 
3.00
 
09/01/24
 
232,279
 
 
500,000
 
Commonwealth of Pennsylvania, Pennsylvania General Obligation Bond, First Series
 
5.00
 
11/15/22
 
595,535
 
 
300,000
 
Commonwealth of Pennsylvania, Pennsylvania General Obligation Bond, First Series
 
5.00
 
04/01/26
 
357,657
 
 
810,000
 
Commonwealth of Pennsylvania, Pennsylvania General Obligation Bond, First Series
 
5.00
 
05/15/27
 
876,744
 
 
700,000
 
Commonwealth of Pennsylvania, Pennsylvania General Obligation Bond, First Series
 
5.00
 
06/01/28
 
807,268
 
 
365,000
 
Deer Lakes School District, Pennsylvania General Obligation Bond
 
2.63
 
04/01/25
 
369,179
 
 
250,000
 
Hampton Township School District, Pennsylvania General Obligation Bond, Series A
 
3.00
 
11/15/17
 
258,498
 
 
425,000
 
Northern Tioga School District, Pennsylvania General Obligation Bond
 
2.00
 
04/01/21
 
437,899
 
 
265,000
 
Pennsylvania State University, Pennsylvania Revenue Bond, Series A
 
5.00
 
03/01/28
 
292,157
 
 
200,000
 
Pennsylvania Turnpike Commission, Pennsylvania Revenue Bond, Series B
 
5.00
 
12/01/25
 
249,456
 
 
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
$
750,000
 
Red Lion Area School District, Pennsylvania General Obligation Bond
 
5.00
%
05/01/23
$
810,233
 
 
500,000
 
West Allegheny School District, Pennsylvania General Obligation Bond
 
3.20
 
09/01/24
 
508,515
 
 
430,000
 
Wyalusing Area School District, Pennsylvania General Obligation Bond
 
2.00
 
04/01/21
 
442,001
 
   
6,237,421
 
South Dakota - 1.7%
 
315,000
 
South Dakota Board of Regents, South Dakota Revenue Bond
 
4.00
 
04/01/18
 
333,862
 
 
250,000
 
South Dakota Board of Regents, South Dakota Revenue Bond
 
5.00
 
04/01/19
 
278,540
 
   
612,402
 
Texas - 18.6%
 
750,000
 
Brazoria-Fort Bend County Municipal Utility District No. 1, Texas General Obligation Bond
 
2.00
 
09/01/19
 
767,392
 
 
845,000
 
Brazoria-Fort Bend County Municipal Utility District No. 1, Texas General Obligation Bond
 
3.00
 
09/01/23
 
900,956
 
 
300,000
 
City of Houston, Texas General Obligation Bond, Series A
 
5.00
 
03/01/24
 
355,845
 
 
295,000
 
City of League Texas Water and Sewer, Texas General Obligation Bond, Series B
 
5.00
 
02/15/30
 
336,126
 
 
500,000
 
Dallas/Fort Worth International Airport, Texas Revenue Bond
 
5.25
 
11/01/27
 
595,955
 
 
200,000
 
Fort Bend County Municipal Utility District No. 2, Texas General Obligation Bond
 
4.35
 
10/01/29
 
209,356
 
 
750,000
 
Harris County Municipal Utility District No. 290, Texas General Obligation Bond
 
2.00
 
09/01/21
 
762,360
 
 
See Notes to Financial Statements.
33
 
 


GURTIN NATIONAL MUNICIPAL INTERMEDIATE VALUE FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2016
 
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
$
235,000
 
Harris County Municipal Utility District No. 383, Texas General Obligation Bond
 
2.00
%
09/01/19
$
241,803
 
 
255,000
 
Harris County Municipal Utility District No. 383, Texas General Obligation Bond
 
3.00
 
09/01/20
 
273,656
 
 
200,000
 
Harris County Municipal Utility District No. 383, Texas General Obligation Bond
 
2.00
 
09/01/20
 
205,204
 
 
235,000
 
Harris County Municipal Utility District No. 383, Texas General Obligation Bond
 
2.00
 
09/01/21
 
240,758
 
 
235,000
 
Harris County Municipal Utility District No. 383, Texas General Obligation Bond
 
3.00
 
09/01/24
 
252,912
 
 
235,000
 
Harris County Municipal Utility District No. 383, Texas General Obligation Bond
 
3.00
 
09/01/25
 
250,284
 
 
275,000
 
Lower Colorado River Authority, Texas Revenue Bond
 
5.00
 
05/15/30
 
312,026
 
 
330,000
 
Reagan County Independent School District, Texas General Obligation Bond
 
3.00
 
02/15/23
 
330,445
 
 
590,000
 
Travis County Water Control & Improvement District No. 17, Texas General Obligation Bond
 
3.00
 
11/01/25
 
617,040
 
   
6,652,118
 
Vermont - 0.5%
 
200,000
 
Vermont Housing Finance Agency, Vermont Revenue Bond, Series B
 
1.95
 
05/01/23
 
200,400
 
       
Washington - 1.4%
 
395,000
 
Grant County Public Utility District No. 2, Washington Revenue Bond, Series B
 
5.00
 
01/01/26
 
488,437
 
       
 
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
Wisconsin - 1.8%
$
600,000
 
Evansville Community School District, Wisconsin General Obligation Bond
 
3.00
%
04/01/19
$
634,650
 
 
Total Municipal Bonds
(Cost $34,422,955)
 
34,733,000
 
 
 
Shares
 
Security
Description
 
Value
 
Money Market Fund - 5.6%
 
1,982,472
 
Fidelity Institutional Cash Money Market Fund, 0.34% (b)
(Cost $1,982,472)
 
1,982,472
 
 
Total Investments - 102.8%
(Cost $36,405,427)*
$
36,715,472
 
 
Other Assets & Liabilities, Net – (2.8)%
 
(994,092
)
Net Assets – 100.0%
$
35,721,380
 
 

(a) Zero coupon bond. Interest rate presented is yield to maturity.
(b) Variable rate security. Rate presented is as of March 31, 2016.

*  Cost for federal income tax purposes is substantially the same as for financial statement purposes and net unrealized appreciation consists of:
Gross Unrealized Appreciation
 
$
335,634
 
Gross Unrealized Depreciation
   
(25,589
)
Net Unrealized Appreciation
 
$
310,045
 

The inputs or methodology used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in Note 2 of the accompanying Notes to Financial Statements.
The following is a summary of the inputs used to value the Fund's investments as of March 31, 2016.
Valuation Inputs
 
Investments in Securities

Level 1 - Quoted Prices
 
$
-
 
Level 2 - Other Significant Observable Inputs
   
36,715,472
 
Level 3 - Significant Unobservable Inputs
   
-
 
Total
 
$
36,715,472
 

The Level 2 value displayed in this table includes Municipal Bonds and a Money Market Fund. Refer to this Schedule of Investments for a further breakout of each Municipal Bond security by state.
The Fund utilizes the end of period methodology when determining transfers. There were no transfers among Level 1, Level 2 and Level 3 for the period ended March 31, 2016.
AFA
PORTFOLIO HOLDINGS
   
% of Total Investments
   
Municipal Bonds
94.6
%
Money Market Fund
5.4
%
 
100.0
%
 
 
 
See Notes to Financial Statements.
34
 
 


GURTIN NATIONAL MUNICIPAL INTERMEDIATE VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 2016
 
         
ASSETS
       
 
Total investments, at value (Cost $36,405,427)
 
$
36,715,472
 
 
Receivables:
       
   
Dividends and interest
   
321,585
 
   
From investment adviser
   
9,647
 
 
Prepaid expenses
   
3,308
 
 
Deferred offering costs
   
11,851
 
Total Assets
 
 
37,061,863
 
             
LIABILITIES
       
 
Payables:
       
   
Investment securities purchased
   
1,291,703
 
   
Fund shares redeemed
   
4,089
 
   
Distributions payable
   
3,276
 
 
Accrued Liabilities:
       
   
Trustees' fees and expenses
   
1,023
 
   
Fund services fees
   
15,652
 
   
Other expenses
   
24,740
 
Total Liabilities
 
 
1,340,483
 
             
NET ASSETS
 
$
 35,721,380
 
             
COMPONENTS OF NET ASSETS
       
 
Paid-in capital
 
$
35,401,535
 
 
Accumulated net realized gain
   
9,800
 
 
Net unrealized appreciation
   
310,045
 
NET ASSETS
 
$
35,721,380
 
SHARES OF BENEFICIAL INTEREST AT NO PAR VALUE (UNLIMITED SHARES AUTHORIZED)
 
 
3,531,522
 
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
 
$
10.12
 
             
 
See Notes to Financial Statements.
35
 
 


GURTIN NATIONAL MUNICIPAL INTERMEDIATE VALUE FUND
STATEMENT OF OPERATIONS
PERIOD ENDED MARCH 31, 2016*
 
             
INVESTMENT INCOME
           
 
Dividend income
.
 
$
4,308
   
 
Interest income
   
127,216
   
Total Investment Income
   
 
131,524
 
 
 
           
EXPENSES
           
 
Investment adviser fees
   
27,948
   
 
Fund services fees
   
35,085
   
 
Custodian fees
   
2,552
   
 
Registration fees
   
1,608
   
 
Professional fees
   
18,932
   
 
Trustees' fees and expenses
   
1,970
   
 
Offering costs
   
15,776
   
 
Miscellaneous expenses
   
15,782
   
Total Expenses
   
 
119,653
 
 
 
Fees waived and expenses reimbursed
   
(88,511
)
 
Net Expenses
   
 
31,142
 
 
               
NET INVESTMENT INCOME
   
 
100,382
 
 
               
NET REALIZED AND UNREALIZED GAIN (LOSS)
           
 
Net realized gain on investments
   
9,800
   
 
Net change in unrealized appreciation (depreciation) on investments
   
310,045
   
NET REALIZED AND UNREALIZED GAIN
   
 
319,845
 
 
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
   
$
 420,227
 
 
               
*
Commencement of operations was December 1, 2015.
           
 
 
See Notes to Financial Statements.
36
 
 


GURTIN NATIONAL MUNICIPAL INTERMEDIATE VALUE FUND
STATEMENT OF CHANGES IN NET ASSETS
 
 
   
 
 
 
 
 
 
       
 December 1, 2015*
through
March 31, 2016
 
OPERATIONS
         
 
Net investment income
 
$
100,382
   
 
Net realized gain
   
9,800
   
 
Net change in unrealized appreciation (depreciation)
   
310,045
   
Increase in Net Assets Resulting from Operations
 
 
420,227
 
 
               
DISTRIBUTIONS TO SHAREHOLDERS FROM
         
 
Net investment income
 
 
(100,382
)
 
               
CAPITAL SHARE TRANSACTIONS
         
 
Sale of shares
   
35,309,872
   
 
Reinvestment of distributions
   
95,752
   
 
Redemption of shares
   
(4,089
)
 
Increase in Net Assets from Capital Share Transactions
 
 
35,401,535
 
 
Increase in Net Assets
 
 
35,721,380
 
 
               
NET ASSETS
         
 
Beginning of Period
 
 
-
 
 
 
End of Period
 
$
35,721,380
 
 
               
SHARE TRANSACTIONS
         
 
Sale of shares
   
3,522,446
   
 
Reinvestment of distributions
   
9,480
   
 
Redemption of shares
   
(404
)
 
Increase in Shares
 
 
3,531,522
 
 
               
*
Commencement of operations.
         
 
 
See Notes to Financial Statements.
37
 
 


GURTIN NATIONAL MUNICIPAL INTERMEDIATE VALUE FUND
FINANCIAL HIGHLIGHTS
 
 
These financial highlights reflect selected data for a share outstanding throughout each period.
 
   
December 1, 2015 (a)
through
March 31, 2016
 
INSTITUTIONAL CLASS 
       
NET ASSET VALUE, Beginning of Period 
$
10.00
   
INVESTMENT OPERATIONS
       
Net investment income (b)
 
 0.04
   
Net realized and unrealized gain (loss)
 
 0.12
   
Total from Investment Operations
 
 0.16
   
DISTRIBUTIONS TO SHAREHOLDERS FROM
       
Net investment income
 
 (0.04
)
 
NET ASSET VALUE, End of Period 
$
10.12
   
TOTAL RETURN 
 
1.48
%(c)
RATIOS/SUPPLEMENTARY DATA
       
Net Assets at End of Period (000's omitted)
$35,721
   
Ratios to Average Net Assets:
       
Net investment income 
 
1.25
%(d)
Net expenses 
 
0.39
%(d)
Gross expenses (e)
 
1.49
%(d)
PORTFOLIO TURNOVER RATE
 
8
%(c)
 
 
 
 
   
           
(a)
Commencement of operations.
(b)
Calculated based on average shares outstanding during the period.
(c)
Not annualized.
(d)
Annualized.
(e)
Reflects the expense ratio excluding any waivers and/or reimbursements.
 
See Notes to Financial Statements.
38
 
 


GURTIN CALIFORNIA MUNICIPAL INTERMEDIATE VALUE FUND
A MESSAGE TO OUR SHAREHOLDERS
MARCH 31, 2016
 
Dear Shareholders:
We are pleased to present to you the first report for the Gurtin National Municipal Intermediate Value Fund and Gurtin California Municipal Intermediate Value Fund (the Gurtin Intermediate Value Funds). Having launched these funds in November 2015 with an objective of maximizing risk-adjusted long-term income while seeking to preserve capital and liquidity, we believe our ability to do so lies in our ability to execute on opportunistic purchases of generally misunderstood and mispriced municipal bond structures and high quality credits.
In looking back at the initial months of performance of the Gurtin Intermediate Value Funds, we are extremely pleased with our ability to get cash invested and identify opportunities to generate value in an environment of falling interest rates and narrowing spreads, even as money market funds – in which a significant portion of the funds was invested as we looked for higher yielding opportunities – were essentially earning zero at a yield of 0.34% as of Dec. 31, 2015.1 Notably, the Gurtin National Municipal Intermediate Value Fund and Gurtin California Municipal Intermediate Value Fund averaged 20.68% and 29.48% investment in money market funds, respectively, over the course of the funds' first month of operation as compared to the benchmark indexes, which were both more fully invested with less than 0.6% maturing in less than one year as of Dec. 31, 2015.2 Holding higher levels of cash in such a market environment could negatively affect funds, making it difficult to perform in line with the benchmark indexes. Yet, having diligently worked over the past five months to get initial cash invested, the Gurtin Intermediate Value Funds have performed almost in line with their benchmark indexes in spite of higher cash levels, while  generating yields (income) in excess of those of the index yields, as shown below as of March 31, 2016.
Fund3
 
Yield-to-Maturity4
at Market
 
Yield-to-Worst5
at Market
 
30-Day SEC Yield (Subsidized/Unsubsidized) 6
Gurtin National Municipal Intermediate Value Fund (GNMVX)
 
2.37%
 
1.76%
 
1.79%/1.09%
Gurtin California Municipal Intermediate Value Fund (GCMVX)
 
2.34%
 
1.68%
 
1.72%/0.22%
Merrill Lynch 1-15 Year Blend Index7
 
2.22%
 
1.53%
 
N/A
Merrill Lynch 1-12 Year Index
 
1.82%
 
1.35%
 
N/A

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. Share prices and investment returns fluctuate and an investor's shares may be worth more or less than original cost upon redemption. For performance data current to the most recent month-end please call (844) 342-5763. Returns for performance under one year are cumulative, not annualized.  Short-term performance, in particular, is not a good indication of the fund's future performance, and an investment should not be made based solely on returns. Because of ongoing market volatility, fund performance may be subject to substantial short-term changes.
In our management of the Gurtin Intermediate Value Funds, we have taken advantage of a number of exploitable inefficiencies in the municipal market to help generate the above-market income levels noted above. In addition, we have been able to maximize risk-adjusted long-term income through the achievement of the following goals:
 
·
Bond structure optimization. By taking advantage of inefficiencies in the market due to mispriced structures and misunderstood credits, we were able to purchase what we identified as optimal bond structures at attractive levels



1 Source: Fidelity, data as of December 31, 2015.
2 Source: Merrill Lynch, data as of December 31, 2015. http://www.mlindex.ml.com/GISPublic/bin/IndexDistOlap.asp?AppCode=0&hdnDate=12/31/2015&txtSSCUSIP=U0T0
3 Data current as of 3/31/2016.
4 Yield-to-Maturity: Average anticipated rate of return for the portfolio's positions if held to maturity.
5 Yield-to-Worst: The average rate of return of the portfolio at current market prices, adjusting for optionality.
6 The 30-Day SEC Yield is computed under an SEC standardized formula based on net income earned over the past 30 days. It is a "subsidized" yield, which means it includes contractual expense reimbursements and it would be lower without those reimbursements. The Unsubsidized 30-Day SEC Yield is computed under an SEC standardized formula based on net income earned over the past 30 days. It excludes contractual expense reimbursements, resulting in a lower yield.
7 The Merrill Lynch 1-15 Year Blend is calculated as a 15%/85% blend of the Merrill Lynch 1-3 and 3-15 Year indices, respectively. The benchmarks reflect no deduction for fees, expenses or taxes. These indices track the performance of tax-exempt investment grade debt publicly issued by U.S. states and territories, and their political subdivisions, years remaining term to maturity. Bonds must have a fixed coupon schedule and an investment grade rating. You cannot invest directly into an index.
 
 
39
 
 


GURTIN CALIFORNIA MUNICIPAL INTERMEDIATE VALUE FUND
A MESSAGE TO OUR SHAREHOLDERS
MARCH 31, 2016
 
 
without sacrificing the structural integrity of the fund.
·
Fund diversification. We did not overweight any particular credit for any reason, providing us with the diversification we desired, which included credit quality distribution, sector allocation, and duration distribution.
·
Opportunistic buying. Historically, when interest rates move higher, spreads tend to widen, creating opportunities to buy at more attractive levels. Over the past six months, in instances where such opportunities were presented, we were able to use our cash position to take advantage of them.
We continue to anticipate opportunities and are eager to act when they are presented.
We believe the future is bright.
Sincerely,
William R. Gurtin
CEO, CIO, Managing Partner
Gurtin Fixed Income Management, LLC
Important Information:
There can be no guarantee that any strategy (risk management) or otherwise will be successful. All investing involves risk, including the potential loss of principal. The Fund is newly formed. Investors in the Fund bear the risk that the Adviser may not be successful in implementing the Fund's investment strategy and the Fund may not achieve scale.
Bonds: Investing in the bond market is subject to certain risks including market, interest-rate, issuer, credit and inflation risk; investments may be worth more or less than the original cost when redeemed. Income from municipal bonds may be subject to state and local taxes and at times the alternative minimum tax; a strategy concentrating in a single or limited number of states is subject to greater risk of adverse economic conditions and regulatory changes. The value of most bond funds and fixed income securities are impacted by changes in interest rates. Bonds and bond funds with longer durations tend to be more sensitive and more volatile than securities with shorter durations; bond prices generally fall as interest rates rise. Credit risk refers to an issuers ability to make interest and principal payments when due.
 
40
 
 


GURTIN CALIFORNIA MUNICIPAL INTERMEDIATE VALUE FUND
PERFORMANCE CHART AND ANALYSIS
MARCH 31, 2016
 
 

The following chart reflects the change in the value of a hypothetical $250,000 investment in Insitutional Shares, including reinvested dividends and distributions, in Gurtin California Municipal Intermediate Value Fund (the "Fund") compared with the performance of the benchmark, Bank of America Merrill Lynch Municipal Blended 85% Index ("BAML Muni Blended 85%") and the Bank of America Merrill Lynch 1-12 Year Municipal Index ("BAML 1-2 Muni Index"), since inception. The BAML Muni Blended 85% is a blend of 85% of the Bank of America Merrill Lynch 3-15 Year US Municipal Securities Index, a subset of the Bank of America Merrill Lynch US Municipal Securities Index including all securities with a remaining term to final maturity greater than or equal to three years and less than twelve years, and 15% of the Bank of America Merrill Lynch 1-3 Year US Municipal Securities Index, a subset of the Bank of America Merrill Lynch US Municipal Securities Index including all securities with a remaining term to final maturity greater than or equal to one year and less than three years. BAML 1-12 Year Muni is an unmanaged, market-weighted index that includes investment-grade municipal bonds with maturities greater than one year but less than twelve years. The total returns of both the BAML Muni Blended 85% and the BAML Muni Index 1-12 include the reinvestment of dividends and income. The total return of the Fund includes operating expenses that reduce returns, while the total returns of the BAML Muni Blended 85% and the BAML Muni Index 1-12 does not include expenses. The Fund is professionally managed while the BAML Muni Blended 85% and the BAML Muni Index 1-12 are unmanaged and are not available for investment.
 
Performance data quoted represents past performance and is no guarantee of future results. Current performance may be lower or higher than the performance data quoted. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than original cost. For the most recent month-end performance, please call (844) 342-5763. As stated in the Fund's current prospectus, the annual operating expense ratio (gross) is 1.02%. However, the Fund's adviser has contractually agreed to waive its fee and/or reimburse expenses to limit total operating expenses (excluding all taxes, interest, portfolio transaction expenses, acquired fund fees and expenses, proxy expenses and extraordinary expenses) to 0.39%, through January 28, 2017. During the period, certain fees were waived and/or expenses reimbursed; otherwise, returns would have been lower. The performance table and graph do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
 
 
 
41
 
 


GURTIN CALIFORNIA MUNICIPAL INTERMEDIATE VALUE FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2016
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
Municipal Bonds - 98.6%
 
Arkansas - 1.4%
 
$
420,000
 
Bentonville School District No. 6, Arkansas General Obligation Bond
 
4.50
%
06/01/30
$
438,047
 
 
California  - 84.8%
 
200,000
 
California Statewide Communities Development Authority, California Revenue Bond
 
5.00
 
11/15/23
 
246,674
 
 
425,000
 
Campbell Union High School District, California Certificate of Participation
 
5.00
 
08/01/22
 
448,260
 
 
350,000
 
Campbell Union High School District, California Certificate of Participation
 
5.00
 
08/01/24
 
368,868
 
 
300,000
 
Campbell Union High School District, California Certificate of Participation
 
5.00
 
08/01/27
 
315,882
 
 
750,000
 
Centinela Valley Union High School District, California General Obligation Bond, Series B
 
5.75
 
08/01/30
 
963,345
 
 
275,000
 
Central Unified School District, California General Obligation Bond
 
5.50
 
08/01/29
 
310,981
 
 
855,000
 
Chula Vista Elementary School District, California Certificate of Participation
 
5.00
 
09/01/22
 
1,031,583
 
 
610,000
 
Chula Vista Elementary School District, California Certificate of Participation
 
5.00
 
09/01/23
 
748,110
 
 
380,000
 
Chula Vista Elementary School District, California Certificate of Participation, Series A
 
5.00
 
09/01/19
 
430,601
 
 
200,000
 
City & County of San Francisco, California Certificate of Participation, Series A
 
5.00
 
04/01/18
 
216,904
 

 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
$
200,000
 
City of Sacramento, California Special Tax Bond
 
5.00
%
09/01/24
$
242,236
 
 
250,000
 
City of Ukiah Water Revenue, California Revenue Bond
 
4.00
 
09/01/18
 
268,440
 
 
275,000
 
Colton Public Financing Authority, California Revenue Bond, Series A
 
5.00
 
04/01/24
 
321,728
 
 
500,000
 
Compton Unified School District, California General Obligation Bond, Series D (a)
 
1.42
 
06/01/18
 
484,520
 
 
295,000
 
County of Santa Cruz, California Certificate of Participation
 
5.00
 
08/01/23
 
360,124
 
 
500,000
 
Dinuba Unified School District, California General Obligation Bond
 
4.13
 
08/01/29
 
521,160
 
 
365,000
 
Fillmore Unified School District, California General Obligation Bond
 
4.00
 
07/01/18
 
391,415
 
 
1,015,000
 
Golden State Tobacco Securitization Corp., California Revenue Bond, Series A
 
5.00
 
06/01/29
 
1,198,350
 
 
190,000
 
Golden State Tobacco Securitization Corp., California Revenue Bond, Series A
 
5.00
 
06/01/30
 
224,067
 
 
660,000
 
Imperial Community College District, California General Obligation Bond
 
5.00
 
08/01/29
 
787,070
 
 
580,000
 
Irvine Unified School District, California Special Tax Bond
 
5.00
 
09/01/23
 
721,050
 
 
205,000
 
Los Angeles County Redevelopment Refunding Authority Redev Agency Successor Agency, California Tax Allocation Bond, Series A
 
5.00
 
09/01/20
 
238,889
 
 
 
 
See Notes to Financial Statements.
42
 
 


GURTIN CALIFORNIA MUNICIPAL INTERMEDIATE VALUE FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2016
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
$
510,000
 
Lynwood Unified School District, California Certificate of Participation
 
5.00
%
10/01/20
$
588,953
 
 
655,000
 
Lynwood Unified School District, California Certificate of Participation
 
5.00
 
10/01/24
 
799,454
 
 
695,000
 
Lynwood Unified School District, California Certificate of Participation
 
5.00
 
10/01/25
 
857,157
 
 
375,000
 
Lynwood Unified School District, California Certificate of Participation
 
5.00
 
10/01/28
 
449,779
 
 
270,000
 
Modesto Irrigation District Electric System Revenue, California Revenue Bond, Series B
 
5.00
 
10/01/27
 
306,247
 
 
280,000
 
Mojave Unified School District School Facilities Improvement District No. 1, California General Obligation Bond
 
4.00
 
08/01/20
 
312,530
 
 
400,000
 
Orange Redevelopment Agency Successor Agency, California Tax Allocation Bond
 
5.00
 
09/01/22
 
479,376
 
 
355,000
 
Perris Joint Powers Authority, California Special Tax Bond
 
2.00
 
09/01/18
 
361,014
 
 
200,000
 
Placentia-Yorba Linda Unified School District, California Certificate of Participation, Series A
 
5.00
 
10/01/25
 
249,570
 
 
445,000
 
Placentia-Yorba Linda Unified School District, California Certificate of Participation, Series A
 
5.00
 
10/01/27
 
540,550
 
 
295,000
 
Poway Redevelopment Agency Successor Agency, California Tax Allocation Bond, Series A
 
5.00
 
12/15/21
 
354,221
 
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
$
250,000
 
Poway Unified School District Public Financing Authority, California Special Tax Bond, Series A
 
5.00
%
09/01/24
$
302,720
 
 
350,000
 
Poway Unified School District Public Financing Authority, California Special Tax Bond, Series A
 
5.00
 
09/01/25
 
426,832
 
 
250,000
 
Riverside County Asset Leasing Corp., California Revenue Bond
 
4.00
 
06/01/28
 
271,952
 
 
300,000
 
Riverside County Redevelopment Successor Agency, California Tax Allocation Bond
 
5.00
 
10/01/25
 
369,996
 
 
300,000
 
Sacramento Redevelopment Agency Successor Agency, California Tax Allocation Bond, Series A
 
5.00
 
12/01/19
 
339,285
 
 
500,000
 
San Jose Redevelopment Agency, California Tax Allocation Bond
 
5.00
 
08/01/22
 
524,765
 
 
200,000
 
San Mateo County Transit District, California Revenue Bond, Series A
 
5.75
 
06/01/18
 
221,748
 
 
225,000
 
Santa Clara County Board of Education, California Certificate of Participation
 
5.00
 
04/01/21
 
268,063
 
 
1,525,000
 
Solano County Community College District, California General Obligation Bond (a)
 
1.39
 
08/01/29
 
1,300,901
 
 
500,000
 
Sonoma Community Development Agency Successor Agency, California Tax Allocation Bond
 
5.00
 
12/01/30
 
578,560
 
 
610,000
 
State of California Department of Veterans Affairs, Series A
 
3.50
 
12/01/25
 
655,933
 
 
785,000
 
Stockton Unified School District, California General Obligation Bond
 
4.00
 
08/01/18
 
841,748
 
See Notes to Financial Statements.
43
 
 


GURTIN CALIFORNIA MUNICIPAL INTERMEDIATE VALUE FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2016
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
$
415,000
 
Stockton Unified School District, California General Obligation Bond, Series B
 
5.00
%
08/01/18
$
454,969
 
 
370,000
 
Stockton Unified School District, California General Obligation Bond, Series B
 
5.00
 
08/01/19
 
418,892
 
 
430,000
 
Stockton Unified School District, California General Obligation Bond, Series B
 
5.00
 
08/01/24
 
537,380
 
 
310,000
 
Travis Unified School District, California Certificate of Participation
 
4.00
 
09/01/19
 
339,695
 
 
375,000
 
Travis Unified School District, California Certificate of Participation
 
4.00
 
09/01/22
 
427,215
 
 
215,000
 
Val Verde Unified School District, California Certificate of Participation, Series A
 
5.00
 
08/01/26
 
265,897
 
 
500,000
 
Val Verde Unified School District, California Revenue Bond, Series A
 
4.10
 
03/01/20
 
542,485
 
 
225,000
 
Visalia Unified School District, California General Obligation Bond
 
4.00
 
08/01/17
 
233,879
 
 
300,000
 
Waugh School District, California Special Tax Bond
 
4.00
 
09/01/20
 
337,539
 
   
25,799,562
 
Illinois - 6.1%
 
400,000
 
Chicago Park District, Illinois General Obligation Bond, Series C
 
5.00
 
01/01/25
 
455,528
 
 
625,000
 
Chicago Park District, Illinois General Obligation Bond, Series C
 
5.00
 
01/01/25
 
691,237
 
 
255,000
 
Grundy & Kendall Counties Consolidated Grade School District No. 60-C/IL, Illinois General Obligation Bond
 
4.00
 
02/01/21
 
284,228
 
 
 
 
Principal
 
Security
Description
 
Rate
 
Maturity
 
Value
 
 
$
425,000
 
Illinois Finance Authority, Illinois Revenue Bond, Series C
 
4.50
%
11/15/32
$
433,530
 
   
1,864,523
 
 
Kentucky - 0.4%
 
125,000
 
Corbin Independent School District Finance Corp., Kentucky Revenue Bond
 
3.00
 
02/01/26
 
131,354
 
 
Michigan - 1.0%
 
285,000
 
Macomb Township Building Authority, Michigan Revenue Bond
 
4.25
 
04/01/23
 
303,006
 
       
New Jersey - 2.1%
 
310,000
 
Middle Township Fire District No. 1, New Jersey General Obligation Bond
 
4.00
 
02/01/20
 
342,299
 
 
250,000
 
Township of Berlin, New Jersey General Obligation Bond, Series A
 
4.50
 
01/01/21
 
284,503
 
   
626,802
 
Pennsylvania - 0.8%
 
225,000
 
Wellsboro Area School District, Pennsylvania General Obligation Bond
 
3.00
 
04/15/21
 
242,746
 
       
Texas - 2.0%
 
575,000
 
Travis County Water Control & Improvement District No. 17, Texas General Obligation Bond
 
3.00
 
11/01/25
 
601,352
 
       
 
Total Municipal Bonds
(Cost $29,801,020)
 
30,007,392
 
 
Shares
 
Security
Description
 
Value
 
Money Market Fund - 1.5%
 
445,406
 
Fidelity Institutional Cash Money Market Fund, 0.34% (b) (Cost $445,406)
 
445,406
 
Total Investments - 100.1%
(Cost $30,246,426)*
$
30,452,798
 
 
Other Assets & Liabilities, Net – (0.1)%
 
(23,565
)
Net Assets – 100.0%
$
30,429,233
 
(a) Zero coupon bond. Interest rate presented is yield to maturity.
(b) Variable rate security. Rate presented is as of March 31, 2016.
 
See Notes to Financial Statements.
44
 
 


GURTIN CALIFORNIA MUNICIPAL INTERMEDIATE VALUE FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2016
 
 
*  Cost for federal income tax purposes is substantially the same as for financial statement purposes and net unrealized appreciation consists of:
Gross Unrealized Appreciation
 
$
258,394
 
Gross Unrealized Depreciation
   
(52,022
)
Net Unrealized Appreciation
 
$
206,372
 

The inputs or methodology used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in Note 2 of the accompanying Notes to Financial Statements.
The following is a summary of the inputs used to value the Fund's investments as of March 31, 2016.
Valuation Inputs
 
Investments in Securities

Level 1 - Quoted Prices
 
$
-
 
Level 2 - Other Significant Observable Inputs
   
30,452,798
 
Level 3 - Significant Unobservable Inputs
   
-
 
Total
 
$
30,452,798
 

The Level 2 value displayed in this table includes Municipal Bonds and a Money Market Fund. Refer to this Schedule of Investments for a further breakout of each Municipal Bond security by state.
The Fund utilizes the end of period methodology when determining transfers. There were no transfers among Level Level 1, Level 2 and Level 3 for the period ended March 31, 2016.
AFAPORTFOLIO HOLDINGS
   
% of Total Investments
   
Municipal Bonds
98.5
%
Money Market Fund
1.5
%
 
100.0
%



See Notes to Financial Statements.
45
 
 


GURTIN CALIFORNIA MUNICIPAL INTERMEDIATE VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 2016
 
         
ASSETS
       
 
Total investments, at value (Cost $30,246,426)
 
$
30,452,798
 
 
Receivables:
       
   
Fund shares sold
   
75,000
 
   
Dividends and interest
   
219,946
 
   
From investment adviser
   
29,530
 
 
Prepaid expenses
   
347
 
 
Deferred offering costs
   
1,723
 
Total Assets
 
 
30,779,344
 
             
LIABILITIES
       
 
Payables:
       
   
Investment securities purchased
   
276,425
 
   
Fund shares redeemed
   
2,494
 
   
Distributions payable
   
546
 
 
Accrued Liabilities:
       
   
Trustees' fees and expenses
   
1,331
 
   
Fund services fees
   
28,328
 
   
Other expenses
   
40,987
 
Total Liabilities
 
 
350,111
 
             
NET ASSETS
 
$
 30,429,233
 
             
COMPONENTS OF NET ASSETS
       
 
Paid-in capital
 
$
30,217,138
 
 
Accumulated net realized gain
   
5,723
 
 
Net unrealized appreciation
   
206,372
 
NET ASSETS
 
$
30,429,233
 
SHARES OF BENEFICIAL INTEREST AT NO PAR VALUE (UNLIMITED SHARES AUTHORIZED)
 
 
3,006,531
 
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
 
$
10.12
 
             
 
See Notes to Financial Statements.
46
 
 


GURTIN CALIFORNIA MUNICIPAL INTERMEDIATE VALUE FUND
STATEMENT OF OPERATIONS
PERIOD ENDED MARCH 31, 2016*
 
             
INVESTMENT INCOME
           
 
Dividend income
.
 
$
4,742
   
 
Interest income
   
97,320
   
Total Investment Income
   
 
102,062
 
 
 
           
EXPENSES
           
 
Investment adviser fees
   
23,972
   
 
Fund services fees
   
49,053
   
 
Custodian fees
   
3,703
   
 
Registration fees
   
1,551
   
 
Professional fees
   
26,897
   
 
Trustees' fees and expenses
   
2,271
   
 
Offering costs
   
17,642
   
 
Pricing fees
   
9,453
   
 
Miscellaneous expenses
   
13,541
   
Total Expenses
   
 
148,083
 
 
 
Fees waived and expenses reimbursed
   
(121,371
)
 
Net Expenses
   
 
26,712
 
 
               
NET INVESTMENT INCOME
   
 
75,350
 
 
               
NET REALIZED AND UNREALIZED GAIN (LOSS)
           
 
Net realized gain on investments
   
5,723
   
 
Net change in unrealized appreciation (depreciation) on investments
   
206,372
   
NET REALIZED AND UNREALIZED GAIN
   
 
212,095
 
 
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
   
$
 287,445
 
 
               
*
Commencement of operations was December 7, 2015.
           
 
 
See Notes to Financial Statements.
47
 
 


GURTIN CALIFORNIA MUNICIPAL INTERMEDIATE VALUE FUND
STATEMENT OF CHANGES IN NET ASSETS
 
 
   
 
 
 
 
 
 
       
 December 7, 2015*
through
March 31, 2016
 
OPERATIONS
         
 
Net investment income
 
$
75,350
   
 
Net realized gain
   
5,723
   
 
Net change in unrealized appreciation (depreciation)
   
206,372
   
Increase in Net Assets Resulting from Operations
 
 
287,445
 
 
               
DISTRIBUTIONS TO SHAREHOLDERS FROM
         
 
Net investment income
 
 
(75,350
)
 
               
CAPITAL SHARE TRANSACTIONS
         
 
Sale of shares
   
30,144,961
   
 
Reinvestment of distributions
   
74,671
   
 
Redemption of shares
   
(2,494
)
 
Increase in Net Assets from Capital Share Transactions
 
 
30,217,138
 
 
Increase in Net Assets
 
 
30,429,233
 
 
               
NET ASSETS
         
 
Beginning of Period
 
 
-
 
 
 
End of Period
 
$
30,429,233
   
               
SHARE TRANSACTIONS
         
 
Sale of shares
   
2,999,389
   
 
Reinvestment of distributions
   
7,388
   
 
Redemption of shares
   
(246
)
 
Increase in Shares
 
 
3,006,531
 
 
               
*
Commencement of operations.
         
 
See Notes to Financial Statements.
48
 
 


GURTIN CALIFORNIA MUNICIPAL INTERMEDIATE VALUE FUND
FINANCIAL HIGHLIGHTS
 
 
These financial highlights reflect selected data for a share outstanding throughout the period.
   
December 7, 2015 (a)
through
March 31, 2016
 
INSTITUTIONAL CLASS 
       
NET ASSET VALUE, Beginning of Period 
$
10.00
   
INVESTMENT OPERATIONS
       
Net investment income (b)
 
 0.03
   
Net realized and unrealized gain (loss)
 
 0.12
   
Total from Investment Operations
 
 0.15
   
DISTRIBUTIONS TO SHAREHOLDERS FROM
       
Net investment income
 
 (0.03
)
 
NET ASSET VALUE, End of Period 
$
10.12
   
TOTAL RETURN 
 
1.53
%(c)
RATIOS/SUPPLEMENTARY DATA
       
Net Assets at End of Period (000's omitted)
$30,429
   
Ratios to Average Net Assets:
       
Net investment income 
 
1.09
%(d)
Net expenses 
 
0.39
%(d)
Gross expenses (e)
 
2.16
%(d)
PORTFOLIO TURNOVER RATE
 
6
%(c)
 
 
 
 
   
           
(a)
Commencement of operations.
(b)
Calculated based on average shares outstanding during the period.
(c)
Not annualized.
(d)
Annualized.
(e)
Reflects the expense ratio excluding any waivers and/or reimbursements.
See Notes to Financial Statements.
49
 
 


GURTIN VALUE FUNDS
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
 
Note 1. Organization
 
Gurtin National Municipal Value Fund, Gurtin California Municipal Value Fund, Gurtin National Municipal Intermediate Value Fund and Gurtin California Municipal Intermediate Value Fund (individually, a "Fund" and collectively, the "Funds") are non-diversified portfolios of Forum Funds II (the "Trust"). The Trust is a Delaware statutory trust that is registered as an open-end, management investment company under the Investment Company Act of 1940 (the "Act"), as amended. Under its Trust Instrument, the Trust is authorized to issue an unlimited number of each Fund's shares of beneficial interest without par value. Each Fund currently offers two class of shares: Institutional Shares and Investor Shares.  As of March 31, 2016, Investor Shares for each Fund had not commenced operations. The Gurtin National Municipal Value Fund's investment objective is to provide current income exempt from regular federal income tax while seeking to preserve capital and liquidity.  The Gurtin California Municipal Value Fund's investment objective is to provide current income exempt from regular federal income tax and California state personal income taxes while seeking to preserve capital and liquidity. The Gurtin National Municipal Intermediate Value Fund's investment objective is to provide current income exempt from regular federal income tax while seeking to preserve capital and liquidity. The Gurtin California Municipal Intermediate Value Fund's investment objective is to provide current income exempt from regular federal income tax and California state personal income taxes while seeking to preserve capital and liquidity.
The Gurtin National Municipal Value Fund and Gurtin California Municipal Value Fund  commenced operations on November 3, 2014, after they acquired the net assets of privately offered funds managed by the Funds' adviser and portfolio management team (each a "Predecessor Fund" and collectively the "Predecessor Funds"). The Predecessor Funds of the Gurtin National Municipal Value Fund and Gurtin California Municipal Value Fund commenced operations on May 3, 2010.
On November 3, 2014, the Predecessor Funds reorganized into the Gurtin National Municipal Value Fund and Gurtin California Municipal Value Fund. The reorganization of net assets and unrealized gain from this tax-free transaction were as follows:
Fund
 
Date of Contribution
 
Net Assets
 
Shares Issued
 
Unrealized Gain on Investments Received from Reorganization
Gurtin National Municipal Value Fund
 
November 3, 2014
 
$46,288,768
 
4,628,877
 
$2,085,304
                 
Gurtin California Municipal Value Fund
 
November 3, 2014
 
83,099,170
 
8,309,917
 
4,405,323

The Gurtin National Municipal Intermediate Value Fund and Gurtin California Municipal Intermediate Value Fund  commenced operations on December 1, 2015, and December 7, 2015, respectively.
Note 2. Summary of Significant Accounting Policies
These financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of increases and decreases in net assets from operations during the fiscal period. Actual amounts could differ from those estimates. The following summarizes the significant accounting policies of each Fund:
Security Valuation – Exchange-traded securities and over-the-counter securities are valued using the last quoted trade or official closing price, provided by independent pricing services as of the close of trading on the market or exchange for which they are primarily traded, on each Fund business day. In the absence of a sale, such securities are valued at the mean of the last bid and ask price provided by independent pricing services. Non-exchange-traded securities for which quotations are available are valued using the last quoted sales price, or in the absence of a sale, at the mean of the last bid and ask prices provided by independent pricing services. Debt securities may be valued at prices supplied by a fund's pricing agent based on broker or dealer supplied valuations or evaluated bid pricing. Shares of open-end mutual funds are valued at net asset value ("NAV"). Short-term investments that mature in 60 days or less may be valued at amortized cost.
 
50
 
 


GURTIN VALUE FUNDS
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
Each Fund values its investments at fair value pursuant to procedures adopted by the Trust's Board of Trustees (the "Board") if (1) market quotations are insufficient or not readily available or (2) the adviser believes that the values available are unreliable. The Trust's Valuation Committee, as defined in each Fund's registration statement, performs certain functions as they relate to the administration and oversight of each Fund's valuation procedures. Under these procedures, the Valuation Committee convenes on a regular and ad-hoc basis to review such investments and considers a number of factors, including valuation methodologies and significant unobservable inputs, when arriving at fair value.
The Valuation Committee may work with the adviser to provide valuation inputs. In determining fair valuations, inputs may include market-based analytics which may consider related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant investment information. Adviser inputs may include an income-based approach in which the anticipated future cash flows of the investment are discounted in determining fair value. Discounts may also be applied based on the nature or duration of any restrictions on the disposition of the investments. The Valuation Committee performs regular reviews of valuation methodologies, key inputs and assumptions, disposition analysis and market activity.
Fair valuation is based on subjective factors and, as a result, the fair value price of an investment may differ from the security's market price and may not be the price at which the asset may be sold. Fair valuation could result in a different NAV than a NAV determined by using market quotes.
Each Fund has a three-tier fair value hierarchy. The basis of the tiers is dependent upon the various "inputs" used to determine the value of each Fund's investments. These inputs are summarized in the three broad levels listed below:
Level 1 — quoted prices in active markets for identical assets and liabilities
Level 2 — other significant observable inputs (including quoted prices of similar securities, interest rates, prepayment speeds, credit risk, etc.)
Level 3 — significant unobservable inputs (including each Fund's own assumptions in determining the fair value of investments)
The aggregate value by input level, as of March 31, 2016, for each Fund's investments is included at the end of each Fund's schedule of investments.
Security Transactions, Investment Income and Realized Gain and Loss – Investment transactions are accounted for on the trade date. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Premium is amortized and discount is accreted using the effective interest method. Identified cost of investments sold is used to determine the gain and loss for both financial statement and federal income tax purposes.
Distributions to Shareholders – Distributions to shareholders of net investment income, if any, are declared daily and paid monthly. Distributions to shareholders of net capital gains, if any, are declared and paid annually. Distributions to shareholders are recorded on the ex-dividend date. Distributions are based on amounts calculated in accordance with applicable federal income tax regulations, which may differ from GAAP. These differences are due primarily to differing treatments of income and gain on various investment securities held by each Fund, timing differences and differing characterizations of distributions made by each Fund.
Federal Taxes – Each Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended ("Code") and to distribute all of their taxable income to shareholders. In addition, by distributing in each calendar year substantially all of their net investment income and capital gains, if any, the Funds will not be subject to a federal excise tax. Therefore, no federal income or excise tax provision is required. Each Fund files a U.S. federal income and excise tax return as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service for a period of three fiscal years after they are filed. As of March 31, 2016, there are no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure.
 
 
51
 
 


GURTIN VALUE FUNDS
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
Income and Expense Allocation – The Trust accounts separately for the assets, liabilities and operations of each of its investment portfolios. Expenses that are directly attributable to more than one investment portfolio are allocated among the respective investment portfolios in an equitable manner.
Offering Costs – Offering costs of $67,862, $60,947, $30,398 and $22,494 for the Gurtin National Municipal Value Fund, Gurtin California Municipal Value Fund, Gurtin National Municipal Intermediate Value Fund and Gurtin California Municipal Intermediate Value Fund, respectively, consist of fees related to certain startup legal costs, initial registration filings, and printing and mailing of the initial prospectus. Such costs are amortized over a twelve-month period beginning with the commencement of operations of the Funds. During the period ended March 31, 2016, the Gurtin National Municipal Value Fund, Gurtin California Municipal Value Fund, Gurtin National Municipal Intermediate Value Fund and Gurtin California Municipal Intermediate Value Fund expensed $5,655, $5,079, $15,776 and $17,642, respectively.
Commitments and Contingencies – In the normal course of business, each Fund enters into contracts that provide general indemnifications by each Fund to the counterparty to the contract. Each Fund's maximum exposure under these arrangements is dependent on future claims that may be made against each Fund and, therefore, cannot be estimated; however, based on experience, the risk of loss from such claims is considered remote.
Note 3. Fees and Expenses
Investment Adviser – Gurtin Fixed Income Management, LLC (the "Adviser") is the investment adviser to the Funds. Pursuant to an Investment Advisory Agreement, the Adviser receives an advisory fee at an annual rate of 0.45% of the average daily net assets of Gurtin National Municipal Value Fund and Gurtin California Municipal Value Fund and 0.35% of the average daily net assets of Gurtin National Municipal Intermediate Value Fund and Gurtin California Municipal Intermediate Value Fund.
Distribution – Foreside Fund Services, LLC serves as each Fund's distributor (the "Distributor"). The Funds have adopted a Distribution Plan (the "Plan") for Investor Shares in accordance with Rule 12b-1 of the Act. Under the Plan, the Funds pay the Distributor and/or any other entity as authorized by the Board a fee of up to 0.25% of the average daily net assets of Investor Shares. The Distributor is not affiliated with the Adviser or Atlantic Fund Administration, LLC (d/b/a Atlantic Fund Services) ("Atlantic") or their affiliates.
Other Service Providers – Atlantic provides fund accounting, fund administration, compliance and transfer agency services to each Fund. Atlantic also provides certain shareholder report production, and EDGAR conversion and filing services. Pursuant to an Atlantic services agreement, each Fund pays Atlantic customary fees for its services. Atlantic provides a Principal Executive Officer, a Principal Financial Officer, a Chief Compliance Officer, and an Anti-Money Laundering Officer to each Fund, as well as certain additional compliance support functions.
Trustees and Officers – The Trust pays each Independent Trustee an annual fee of $16,000 ($21,000 for the Chairman). The Independent Trustees and Chairman may receive additional fees for special Board meetings. The Independent Trustees are also reimbursed for all reasonable out-of-pocket expenses incurred in connection with their duties as Trustees, including travel and related expenses incurred in attending Board meetings. The amount of Independent Trustees' fees attributable to each Fund is disclosed in the Statements of Operations. Certain officers of the Trust are also officers or employees of the above named service providers, and during their terms of office received no compensation from each Fund.
Note 4. Expense Reimbursement and Fees Waived
The Adviser has contractually agreed to waive a portion of its fee and reimburse certain expenses to limit total annual operating expenses (excluding all taxes, interest, portfolio transaction expenses, acquired fund fees and expenses, proxy expense and extraordinary expenses) to 0.60% and 0.85% of average daily net assets through January 28, 2017, of the Gurtin National Municipal Value Fund and Gurtin California Municipal Value Fund's Institutional Shares and Investor Shares, respectively and to 0.39% of average daily net assets through January 28, 2017, of the Gurtin National Municipal Intermediate Value Fund and Gurtin California Municipal Intermediate Value Fund's Institutional and Investor Shares. Other fund service providers have voluntarily agreed to waive a portion of their fees.  Voluntary fee waivers may be reduced or
 
 
52
 
 


GURTIN VALUE FUNDS
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
eliminated at any time. For the period ended March 31, 2016, fees waived were as follows:

Fund
   
Investment Adviser Fees Waived
   
Investment Adviser Expenses Reimbursed
   
Other Waivers
   
Total Fees Waived and/or Expenses Reimbursed
Gurtin National Municipal Value Fund
 
$
69,587
 
$
-
 
$
10,944
 
$
80,531
Gurtin California Municipal Value Fund
   
61,819
   
-
   
25,634
   
87,453
Gurtin National Municipal Intermediate Value Fund
   
27,948
   
57,121
   
3,442
   
88,511
Gurtin Calfornia Municipal Intermediate Value Fund
   
23,972
   
91,106
   
6,293
   
121,371
                         

Note 5. Security Transactions
The cost of purchases and proceeds from sales of investment securities (including maturities), other than short-term investments during the period ended March 31, 2016, were as follows:

   
Purchases
 
Sales
Gurtin National Municipal Value Fund
 
$
32,813,062
 
$
32,410,101
Gurtin California Municipal Value Fund
   
45,528,199
   
44,549,786
Gurtin National Municipal Intermediate Value Fund
   
36,517,301
   
2,007,973
Gurtin California Municipal Intermediate Value Fund
   
31,154,324
   
1,253,523


Note 6. Federal Income Tax
As of September 30, 2015, distributable earnings (accumulated loss) on a tax basis were as follows:
   
Other Temporary Differences
 
Undistributed Tax Exempt Income
 
Undistributed Ordinary Income
   
Capital and Other Losses
   
Unrealized Appreciation
   
Total
 
Gurtin National Municipal Value Fund
 
$
(12,959)
 
$
11,081
 
$
1,883
   
$
(16,111
)
 
$
2,256,597
   
$
2,240,491
 
Gurtin California Municipal Value Fund
   
(17,255)
   
14,669
   
2,603
     
(87,342
)
   
5,235,607
     
5,148,282
 

As of March 31, 2016, distributable earnings (accumulated loss) on a tax basis were as follows:

   
Other Temporary Differences
 
Undistributed Tax Exempt Income
 
Undistributed Ordinary Income
   
Unrealized Appreciation
   
Total
 
Gurtin National Municipal Intermediate Value Fund
 
$
(3,276)
 
$
3,154
 
$
9,922
   
$
310,045
   
$
319,845
 
Gurtin California Municipal Intermediate Value Fund
   
(546)
   
516
   
5,753
     
206,372
     
212,095
 


The difference between components of distributable earnings on a tax basis and the amounts reflected in the Statements of Assets and Liabilities are primarily due to end of period distributions payable in each Fund.
Gurtin National Municipal Value Fund and Gurtin California Municipal Value Fund have $1,195 and $67,365 respectively, of available short-term capital loss carryforwards and $14,916 and $19,977, respectively of available long-term capital loss carryforwards that have no expiration date.
Note 7. Subsequent Events
Subsequent events occurring after the date of this report through the date these financial statements were issued have been evaluated for potential impact and each Fund has had no such events.
 
53
 
 


GURTIN VALUE FUNDS
ADDITIONAL INFORMATION
MARCH 31, 2016
Investment Advisory Agreement Approval
The investment advisory agreement between the investment adviser and the Trust, must be approved for initial terms no greater than two years, and must be renewed at least annually thereafter by the vote of the Trustees, including a majority of the Trustees who are not parties to the agreements or "interested persons" of any party thereto (the "Independent Trustees").
On September 10, 2015, the Board met in person, with independent legal counsel to the Independent Trustees ("Independent Legal Counsel"), representatives of the Adviser, and others to consider information related to the approval of the investment advisory agreement between the Trust, on behalf of Gurtin National Municipal Intermediate Value Fund and Gurtin California Muncipal Intermediate Value Fund (together, the "Gurtin Funds"), and the Adviser for the performance of investment advisory services to the Funds. A description of the Board's conclusions in approving the agreements follows.
In preparation for its September meeting of the Board of Trustees of the Trust ("September Meeting"), the Trustees were presented with a wide range of information to assist in their deliberations. Those materials included information from Lipper Inc. ("Lipper"), a leading independent source of data about the mutual fund industry, which compared the Gurtin Funds' proposed investment advisory fee and total expense ratios with an appropriate group of peer funds that were selected by Lipper. The materials also included other information regarding the fee arrangement. The Trustees also received a memorandum from Independent Legal Counsel concerning their responsibilities with respect to the approval of the investment advisory agreement, and met in executive session with Independent Legal Counsel while deliberating.

The Board also reviewed information that was provided by the Adviser concerning the following:

·
The terms of the proposed investment advisory agreement, including the fees payable under the agreement, and the commitment of the Adviser to provide expense caps and fee waivers for the Gurtin Funds;
·
The nature and extent of the services to be provided by the Adviser, including information about the investment objective, policies and strategies applicable to the Gurtin Funds;
·
The personnel of the Adviser, including educational background, experience in the investment management industry, and the ability of the Adviser to retain qualified personnel;
·
The compliance program of the Adviser;
·
The financial condition and stability of the Adviser;
·
The potential for the Adviser to derive benefits that are ancillary to serving as an investment adviser to the Gurtin Funds;
·
The investment performance of the Adviser with respect to other managed accounts investing in fixed income securities, including two existing series of the Trust, and the investing philosophy of the Adviser; and
·
The profitability of the Adviser from the advisory fee to be paid by each of the Gurtin Funds.

At the September Meeting, the Trustees reviewed, evaluated, and discussed among themselves and with the Adviser and Independent Legal Counsel, among other things, the information referenced above. The Trustees also considered the overall reputation, capabilities, and commitment of the Adviser to provide high-quality service to the Gurtin Funds. After discussion and consideration amongst themselves, and with the Adviser and Independent Legal Counsel, the Independent Trustees concluded that the nature and extent of the investment advisory services to be provided by the Adviser to the Gurtin Funds would be appropriate and consistent with the terms of the investment advisory agreement, including the amount of fees to be paid under the advisory agreement. At the September Meeting, the Board unanimously approved the investment advisory agreement. The Independent Trustees agreed that no single factor was determinative of their decision to approve the investment advisory agreement.

Proxy Voting Information
A description of the policies and procedures that each Fund uses to determine how to vote proxies relating to securities held in each Fund's portfolio is available, without charge and upon request, by calling (844) 342-5763 and on the U.S. Securities and Exchange Commission's (the "SEC") website at www.sec.gov. Each Fund's proxy voting record for the period from each Fund's commencement of operations to June 30 is available, without charge and upon request, by calling (844) 342-5763 and on the SEC's website at www.sec.gov.
 
 
54
 
 


GURTIN VALUE FUNDS
ADDITIONAL INFORMATION
MARCH 31, 2016
Availability of Quarterly Portfolio Schedules
Each Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. These filings are available, without charge and upon request on the SEC's website at www.sec.gov or 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 (800) SEC-0330.
Shareholder Expense Example
As a shareholder of the Funds, you incur ongoing costs, including management fees, distribution and/or service (12b-1) fees (for Investor Shares only) and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from October 1, 2015 (Gurtin National Municipal Value Fund and Gurtin California Municipal Value Fund), December 1, 2015 (commencment of operations for Gurtin National Municipal Intermediate Value Fund) and December 7, 2015 (commencement of operations for Gurtin California Municipal Intermediate Value Fund), through March 31, 2016.
Actual Expenses – The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during the period.
Hypothetical Example for Comparison Purposes – The second line of the table below provides information about hypothetical account values and hypothetical expenses based on each Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not each Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in each Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.
 
Beginning Account Value
October 1, 2015
 
Ending Account Value
March 31, 2016
 
Expenses Paid During Period *
 
Annualized Expense Ratio *
Gurtin National Municipal Value Fund
                           
Actual
$
1,000.00
   
$
1,017.85
   
$
3.03
     
0.60%
Hypothetical
(5% return before expenses)
$
1,000.00
   
$
1,022.00
   
$
3.03
     
0.60%
Gurtin California Municipal Value Fund
                           
Actual
$
1,000.00
   
$
1,021.69
   
$
3.03
     
0.60%
Hypothetical
(5% return before expenses)
$
1,000.00
   
$
1,022.00
   
$
3.03
     
0.60%
*
Expenses are equal to each Fund's annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year divided by 366 to reflect the half-year period.
 
 
 
 
55
 
 


GURTIN VALUE FUNDS
ADDITIONAL INFORMATION
MARCH 31, 2016

 
 
Beginning Account Value
December 1, 2015
 
Ending Account Value
March 31, 2016
 
Expenses Paid During Period **
 
Annualized Expense Ratio **
Gurtin National Municipal Intermediate Value Fund
                           
Actual
$
1,000.00
   
$
1,014.80
   
$
1.30
     
0.39%
Hypothetical
(5% return before expenses)
$
1,000.00
   
$
1,023.05
   
$
1.97
     
0.39%

** Expenses are equal to the Fund's annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year divided by 366 to reflect the half-year period (except that the average account values reflect the Fund's actual return information for the 121-day period between December 1, 2015, the commencement date of Fund operations, through March 31, 2016).
 
Beginning Account Value
December 7, 2015
 
Ending Account Value
March 31, 2016
 
Expenses Paid During Period ***
 
Annualized Expense Ratio***
Gurtin California Municipal Intermediate Value Fund
                           
Actual
$
1,000.00
   
$
1,015.28
   
$
1.23
     
0.39%
Hypothetical
(5% return before expenses)
$
1,000.00
   
$
1,023.05
   
$
1.97
     
0.39%
*** Expenses are equal to the Fund's annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year divided by 366 to reflect the half-year period (except that the average account values reflect the Fund's actual return information for the 115-day period between December 7, 2015, the commencement date of Fund operations, through March 31, 2016).

 
 
 
56
 
 

 
 
 
FOR MORE INFORMATION



Investment Adviser
Gurtin Fixed Income Management, LLC
440 Stevens Avenue, Suite 260
Solana Beach, CA  92075
www.gurtin.com



Transfer Agent
Atlantic Fund Services, LLC
P.O. Box 588
Portland, ME  04112
www.atlanticfundservices.com



Distributor
Foreside Fund Services, LLC
Three Canal Plaza, Suite 100
Portland, ME  04101
www.foreside.com



Gurtin National Municipal Value Fund
Gurtin California Municipal Value Fund
Gurtin National Municipal Intermediate Value Fund
Gurtin California Municipal Intermediate Value Fund

P.O. Box 588
Portland, ME  04112
(844) 342-5763
 
 
223-SAR-0316  This report is submitted for the general information of the shareholders of the Funds.  It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus, which includes information regarding the Funds' risks, objectives, fees and expenses, experience of its management, and other information.
 
 

 

 
BAYWOOD VALUEPLUS FUND
A MESSAGE TO OUR SHAREHOLDERS
MARCH 31, 2016
 
Dear Shareholder,
 
We are pleased to report our economic and financial market perspectives and the investment activities for the Baywood ValuePlus Fund (the "Fund") for the six months ended March 31, 2016.  The Fund is a large-capitalization value fund that purchases primarily dividend-paying companies traded on U.S. exchanges and uses SKBA's Relative Dividend Yield (RDY) discipline as the initial valuation framework.  We believe that RDY points out attractive investment opportunities, not simply among companies with above-average dividend yield, but just as importantly among stocks for which low expectations are already discounted into their valuations at the time of purchase.  This provides the potential for attractive capital appreciation opportunities.

The rapid swings in investor sentiment were once again on display over the six-month period ended March 31, 2016. Over this period, the Fund's two share classes exceeded the returns of its primary benchmark, the Russell 1000 Value and performed above median, compared to the Morningstar Large-Cap Value category of funds.

Much of the market's volatility during the period appeared to be chained to the movements in oil prices, rallying in the 4th quarter of 2015 with the short-term rise in energy prices, followed by the renewed plunge in oil prices and the stock market in January and February of 2016. Yet, in the 4th quarter of 2015, there was no greater event—albeit widely anticipated—than the Federal Reserve Board's decision to end its Zero Interest Rate Policy (ZIRP).  The end came at its December meeting at which the Fed raised the Fed Funds rate target to essentially 25 basis points.  Of course, the market couldn't quite figure out whether it should be singing hosannas for this action or predicting a coming economic calamity.  "Ho-hum, it's about time," was our response. But the talk of four rate increases in 2016 spooked the market.  Both the S&P 500 and the Russell 1000 Value plunged over 10% in the first six weeks of 2016 only to reverse gears in the final six weeks to post gains greater than 13%, which recovered all of the prior loss and then some. "As goes January, so goes the year," is a typical refrain, yet the market turned on a dime from the February 11th bottom and ascended for the final six weeks. Now that's a rollercoaster ride!

Clearly defensive stocks held up best early in the new year and energy stocks the worst during the sharp decline, but after Fed Chairman Yellen signaled there would be no March increase in the Fed Funds target rate, interest sensitive, cyclical and energy stocks led the rebound.  Fed policy decisions seem to be designed to avoid conflict with the European Central Bank chief Draghi's shift to negative interest rates in Europe rather than the plan to normalize rates in the U.S.  We have believed that the Fed's ZIRP policy in effect courted excessive borrowing by high-yield borrowers, a dangerous trend. Contrary to the general perception, a move away from ZIRP should be good for credit discipline and ultimately the real economy.

Yet the market's volatility and decline brought forth new opportunities to add companies whose stock prices plunged in January.  Whereas we added no new stocks to the portfolio in the 4th quarter of 2015, four new companies were added in the first quarter of 2016.  The worldwide recession in commodity industries provided us with the opportunity to add Packaging Corp. and Union Pacific to the portfolio.  Both stocks significantly underperformed the market in 2015 and in January. Texas Instruments was swapped for ST Microelectronics, and HealthSouth Corp. (medical rehabilitation centers) was swapped for pharmaceutical distributor, Cardinal Health.  These changes pushed the portfolio in a slight more pro-cyclical direction, and as a whole, contributed positively to the portfolio's relative performance during the rebound from the February lows.

Over the six months, the greatest positive relative return contribution came from the health care sector, followed by consumer cyclicals, energy and financials.  From consumer cyclicals, energy and health care, the return contribution came primarily from stock selection, whereas in the financial sector—which produced a negative return of the period—the outperformance came from being significantly underweight, nearly 8% under the worst performing sector.  While the financial sector features many inexpensive stocks in the banking and insurance industry segments, the unlocking of these attractive valuations is highly dependent upon the Federal Reserve Board's progress toward "normalizing" interest rates.  Every time the Fed stretches out its timetable, financial stocks underperform.  For the banks, the problem today is that loan losses, particularly from the energy sector, are rising while net interest margins remain depressed—hence our decision to remain underweighted.

There were few winners among financial sector stocks.  The portfolio, however, benefited from the completion of two acquisitions announced in 2015: Sumitomo Life Insurance bought insurer Symetra Financial for cash, and Swiss property/casualty insurer ACE bought Chubb for cash and ACE shares.  ACE then promptly changed the new company's name back to Chubb.  We retained our holdings in the new Chubb Ltd.  In addition, just before the end of the quarter, MetLife received a huge court victory in its battle to remove its "Systemically Important Financial Institution" designation (SIFI) when the judge ruled that the Financial Stability Oversight Council had not properly justified its decision to classify Met as a SIFI.  This court ruling bodes well for the future ability of Met to manage its business, raise its dividend rate and position its capital structure to benefit shareholders.
 
 
1
 
 
 

 
BAYWOOD VALUEPLUS FUND
A MESSAGE TO OUR SHAREHOLDERS
MARCH 31, 2016
 
The greatest headwind to relative performance in the six-month period came from our underweight position in the utility sector as electric and gas utilities posted strong absolute return, up over 17%.  Although the 23% gain in Exelon was among best performing stocks in the entire sector, our underweight of the sector hurt relative performance.  Most utility stocks acted defensively early in the first quarter but then continued to benefit from their interest sensitivity as the Fed cut back on the previously expected 2016 increases in the Fed Funds rate.  In our view, these short-term beneficial impacts are unlikely to be sustained unless the economy falters and actually heads into recession, which we believe is a relatively low probability event.  As a result, we held fast to our underweighted position.

Overall, individual securities produced a wide dispersion in returns.  In addition to the strong gains and contributions of Chubb, Exelon, and Symetra, the performances of a diversified group of stocks lead the positive return contributions to the portfolio, including Albermarle, Eaton, Goldcorp and Mattel.  In contrast, the most significant negative returns came from Boeing, Chemours (after being spun out from DuPont), M&T Bank and Eli Lilly.  Lilly, one of our largest holdings, was affected by the political debate surrounding industry pricing for lifesaving drugs and procedures rather than deteriorating business.  While we trimmed holdings in Eli Lilly after its strong price advance over the prior year, we have maintained most of our holdings health care.

One cannot complete the discussion of the six-month period without also noting the Fund started the 4th quarter modestly underweight the Russell 1000 Value in the energy sector but ended the 1st quarter overweight the Sector.  With the downdraft in crude oil prices toward $25 per barrel in January, energy stocks followed suit.  We did not, however, change our long-held view that oil would eventually return to a more normal price level near $80 per barrel.  Thus as stock prices fell, we added to our positions in the companies with the strongest balance sheets, Chevron, Exxon and Schlumberger.  These purchases shifted our sector weight from an equal-weighted position at the start of the quarter to a modest overweight at the end of the quarter.  With either another round of price declines or with the continuation of the "lower for longer" environment, we would be likely to further add to our holdings in energy stocks.

The outlook for the economy in 2016 appears to be "more of the same" subpar growth of the past six years, and with the market's overall valuation no longer inexpensive, we believe single-digit market returns are likely to characterize the market over the next 3-5 years. We remain pleased that despite the turmoil in the stock market over the last six months, our deliberate and thoughtful investment process lead to more stable returns and outperformance versus our value benchmark.


For more detailed information on SKBA Capital Management, LLC and our investment process and perspectives, visit our website at www.SKBA.com.

Current and future portfolio holdings are subject to change and risk. 

The Morningstar category is used to compare fund performance to its peers.  It is not possible to invest directly into an index or category.  Past performance is no guarantee of future results.

Risk Considerations:  Mutual fund investing involves risk, including the possible loss of principal. The Fund primarily invests in undervalued securities, which may not appreciate in value as anticipated by the Advisor or remain undervalued for longer than anticipated. The Fund may invest in American Depositary Receipts (ADRs), which involves risks relating to political, economic or regulatory conditions in foreign countries and may cause greater volatility and less liquidity. The Fund may also invest in convertible securities and preferred stock, which may be adversely affected as interest rates rise.
 
 
 
2
 
 
 

 
BAYWOOD VALUEPLUS FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2016
 
 
Shares
 
Security
Description
 
Value
 
Common Stock - 96.4%
Basic Materials - 7.1%
 
500
 
Albemarle Corp.
$
31,965
 
 
1,400
 
Goldcorp, Inc.
 
22,722
 
 
300
 
LyondellBasell Industries NV, Class A
 
25,674
 
 
500
 
Packaging Corp. of America
 
30,200
 
 
700
 
Weyerhaeuser Co. REIT
 
21,686
 
   
132,247
 
Capital Goods / Industrials - 11.1%
 
200
 
Caterpillar, Inc.
 
15,308
 
 
600
 
Eaton Corp. PLC
 
37,536
 
 
900
 
Republic Services, Inc.
 
42,885
 
 
400
 
Stanley Black & Decker, Inc.
 
42,084
 
 
400
 
The Boeing Co.
 
50,776
 
 
200
 
Union Pacific Corp.
 
15,910
 
   
204,499
 
Consumer Cyclicals - 4.9%
 
2,500
 
Ford Motor Co.
 
33,750
 
 
700
 
Mattel, Inc.
 
23,534
 
 
400
 
Target Corp.
 
32,912
 
   
90,196
 
Consumer Staples - 8.9%
 
100
 
Molson Coors Brewing Co., Class B
 
9,618
 
 
500
 
PepsiCo, Inc.
 
51,240
 
 
600
 
The Procter & Gamble Co.
 
49,386
 
 
800
 
Wal-Mart Stores, Inc.
 
54,792
 
   
165,036
 
Energy - 14.2%
 
1,300
 
BP PLC, ADR
 
39,234
 
 
75
 
California Resources Corp.
 
77
 
 
500
 
Chevron Corp.
 
47,700
 
 
500
 
Exxon Mobil Corp.
 
41,795
 
 
700
 
National Oilwell Varco, Inc.
 
21,770
 
 
800
 
Occidental Petroleum Corp.
 
54,744
 
 
400
 
Phillips 66
 
34,636
 
 
300
 
Schlumberger, Ltd.
 
22,125
 
   
262,081
 
Financials - 18.7%
 
1,000
 
BB&T Corp.
 
33,270
 
 
300
 
BOK Financial Corp.
 
16,386
 
 
240
 
Chubb, Ltd.
 
28,596
 
 
800
 
FNF Group
 
27,120
 
 
1,000
 
Invesco, Ltd.
 
30,770
 
 
400
 
JPMorgan Chase & Co.
 
23,688
 
 
500
 
M&T Bank Corp.
 
55,500
 
 
1,200
 
MetLife, Inc.
 
52,728
 
 
1,100
 
U.S. Bancorp
 
44,649
 
 
700
 
Wells Fargo & Co.
 
33,852
 
   
346,559
 
 
 
Shares
 
Security
Description
 
Value
 
 
Health Care - 12.7%
 
800
 
AbbVie, Inc.
$
45,696
 
 
500
 
Baxalta, Inc.
 
20,200
 
 
700
 
Baxter International, Inc.
 
28,756
 
 
300
 
Becton Dickinson and Co.
 
45,546
 
 
600
 
Eli Lilly & Co.
 
43,206
 
 
500
 
HealthSouth Corp.
 
18,815
 
 
300
 
Johnson & Johnson
 
32,460
 
   
234,679
 
Technology - 14.3%
 
1,900
 
Cisco Systems, Inc.
 
54,093
 
 
300
 
Harris Corp.
 
23,358
 
 
200
 
International Business Machines Corp.
 
30,290
 
 
1,200
 
Microsoft Corp.
 
66,276
 
 
700
 
QUALCOMM, Inc.
 
35,798
 
 
600
 
TE Connectivity, Ltd.
 
37,152
 
 
300
 
Texas Instruments, Inc.
 
17,226
 
   
264,193
 
Telecommunications - 2.9%
 
1,000
 
Verizon Communications, Inc.
 
54,080
 
Utilities - 1.6%
 
800
 
Exelon Corp.
 
28,688
 
 
Total Common Stock
(Cost $1,722,545)
 
1,782,258
 
 
Money Market Fund - 2.6%
 
47,360
 
Federated Government Obligations Fund, 0.20% (a) (Cost $47,360)
 
47,360
 
Total Investments - 99.0%
(Cost $1,769,905)*
$
1,829,618
 
 
Other Assets & Liabilities, Net – 1.0%
 
19,257
 
Net Assets – 100.0%
$
1,848,875
 
 
ADR American Depositary Receipt
PLC Public Limited Company
REIT Real Estate Investment Trust
(a) Variable rate security. Rate presented is as of March 31, 2016.

*  Cost for federal income tax purposes is substantially the same as for financial statement purposes and net unrealized appreciation consists of:
Gross Unrealized Appreciation
 
$
153,361
 
Gross Unrealized Depreciation
   
(93,648
)
Net Unrealized Appreciation
 
$
59,713
 

The following is a summary of the inputs used to value the Fund's investments as of March 31, 2016.
The inputs or methodology used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please
 
 
 
See Notes to Financial Statements.
3
 
 

 
BAYWOOD VALUEPLUS FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2016
 
refer to the Security Valuation section in Note 2 of the accompanying Notes to Financial Statements.
Valuation Inputs
 
Investments in Securities

Level 1 - Quoted Prices
 
$
1,782,258
 
Level 2 - Other Significant Observable Inputs
   
47,360
 
Level 3 - Significant Unobservable Inputs
   
-
 
Total
 
$
1,829,618
 

The Level 1 value displayed in this table is Common Stock. The Level 2 value displayed in this table is a Money Market Fund. Refer to this Schedule of Investments for a further breakout of each security by industry.
The Fund utilizes the end of period methodology when determining transfers. There were no transfers among Level 1, Level 2 and Level 3 for the period ended March 31, 2016.
AFA
PORTFOLIO HOLDINGS
   
% of Total Investments
   
Basic Materials
7.2
%
Capital Goods / Industrials
11.2
%
Consumer Cyclicals
4.9
%
Consumer Staples
9.0
%
Energy
14.3
%
Financials
19.0
%
Health Care
12.8
%
Technology
14.4
%
Telecommunications
3.0
%
Utilities
1.6
%
Money Market Fund
2.6
%
 
100.0
%
See Notes to Financial Statements.
4
 
 

 
BAYWOOD VALUEPLUS FUND
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 2016
 

ASSETS
       
 
Total investments, at value (Cost $1,769,905)
 
$
1,829,618
 
 
Receivables:
       
   
Fund shares sold
   
1,347
 
   
Dividends
   
2,475
 
   
From investment advisor
   
11,985
 
 
Prepaid expenses
   
20,967
 
Total Assets
 
 
1,866,392
 
             
LIABILITIES
       
 
Accrued Liabilities:
       
   
Trustees' fees and expenses
   
142
 
   
Fund services fees
   
7,529
 
   
Other expenses
   
9,846
 
Total Liabilities
 
 
17,517
 
             
NET ASSETS
 
$
 1,848,875
 
             
COMPONENTS OF NET ASSETS
       
 
Paid-in capital
 
$
1,795,452
 
 
Distributions in excess of net investment income
   
(47
)
 
Accumulated net realized loss
   
(6,243
)
 
Net unrealized appreciation
   
59,713
 
NET ASSETS
 
$
1,848,875
 
             
SHARES OF BENEFICIAL INTEREST AT NO PAR VALUE (UNLIMITED SHARES AUTHORIZED)
       
 
Investor Shares
   
94,160
 
 
Institutional Shares
   
33,106
 
             
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
       
 
Investor Shares (based on net assets of $1,366,441)
 
$
14.51
 
 
Institutional Shares (based on net assets of $482,434)
 
$
14.57
 
 
 
 
See Notes to Financial Statements.
5
 
 
 

 
BAYWOOD VALUEPLUS FUND
STATEMENT OF OPERATIONS
PERIOD ENDED MARCH 31, 2016*
 

INVESTMENT INCOME
           
 
Dividend income (Net of foreign withholding taxes of $118)
.
 
$
17,572
   
Total Investment Income
   
 
17,572
 
 
 
           
EXPENSES
           
 
Investment advisor fees
   
2,876
   
 
Fund services fees
   
24,824
   
 
Transfer agent fees:
         
 
Investor Shares
   
5,963
   
 
Institutional Shares
   
6,172
   
 
Distribution fees:
         
 
Investor Shares
   
1,089
   
 
Custodian fees
   
1,887
   
 
Registration fees:
         
 
Investor Shares
   
4,807
   
 
Institutional Shares
   
4,998
   
 
Professional fees
   
10,278
   
 
Trustees' fees and expenses
   
1,501
   
 
Miscellaneous expenses
   
7,080
   
Total Expenses
   
 
71,475
 
 
 
Fees waived and expenses reimbursed
   
(66,358
)
 
Net Expenses
   
 
5,117
 
 
               
NET INVESTMENT INCOME
   
 
12,455
 
 
               
NET REALIZED AND UNREALIZED GAIN (LOSS)
           
 
Net realized gain on investments
   
32,731
   
 
Net change in unrealized appreciation (depreciation) on investments
   
(35,346
)
 
NET REALIZED AND UNREALIZED LOSS
   
 
(2,615
)
 
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
   
$
 9,840
 
 
   
*
Effective March 24, 2016, the Fund changed its fiscal year end from November 30 to September 30.  The information presented is for the period December 1, 2015 to March 31, 2016.
 
See Notes to Financial Statements.
6
 
 
 

 
BAYWOOD VALUEPLUS FUND
STATEMENTS OF CHANGES IN NET ASSETS
 
 

   
 
 
 
 
 
 
   
 
 
       
 For the Period*
 Ended
March 31, 2016
   
 For the Year
Ended
 November 30, 2015
OPERATIONS
                 
 
Net investment income
 
$
12,455
     
$
215,300
 
 
Net realized gain
   
32,731
       
1,216,102
 
 
Net change in unrealized appreciation (depreciation)
   
(35,346
)
     
(2,370,562
)
Increase (Decrease) in Net Assets Resulting from Operations
 
 
9,840
 
   
 
(939,160
)
                       
DISTRIBUTIONS TO SHAREHOLDERS FROM
                 
 
Net investment income:
                 
   
Investor Shares
   
(169,336
)
     
(21,548
)
   
Institutional Shares
   
(54,165
)
     
(215,813
)
 
Net realized gain:
                 
   
Investor Shares
   
(30,026
)
     
(106,575
)
   
Institutional Shares
   
(9,339
)
     
(795,111
)
Total Distributions to Shareholders
 
 
(262,866
)
   
 
(1,139,047
)
                       
CAPITAL SHARE TRANSACTIONS
                 
 
Sale of shares:
                 
   
Investor Shares
   
215
       
-
 
   
Institutional Shares
   
66,324
       
1,666,328
 
 
Reinvestment of distributions:
                 
   
Investor Shares
   
199,362
       
128,123
 
   
Institutional Shares
   
63,504
       
1,010,924
 
 
Redemption of shares:
                 
 
 
Investor Shares
   
-
       
(54,025
)
 
 
Institutional Shares
   
(15,019
)
     
(11,423,874
)
Increase (Decrease) in Net Assets from Capital Share Transactions
 
314,386
 
   
 
(8,672,524
)
Increase (Decrease) in Net Assets
 
 
61,360
 
   
 
(10,750,731
)
                       
NET ASSETS
                 
 
Beginning of Period
 
 
 1,787,515
 
   
 
 12,538,246
 
 
End of Period (Including line (a))
 
$
 1,848,875
 
   
$
 1,787,515
 
                       
SHARE TRANSACTIONS
                 
 
Sale of shares:
                 
   
Investor Shares
   
16
       
-
 
   
Institutional Shares
   
4,761
       
95,363
 
 
Reinvestment of distributions:
                 
   
Investor Shares
   
13,581
       
7,383
 
   
Institutional Shares
   
4,311
       
57,782
 
 
Redemption of shares:
                 
   
Investor Shares
   
-
       
(3,097
)
   
Institutional Shares
   
(1,023
)
     
(697,866
)
Increase (Decrease) in Shares
 
 
21,646
 
   
 
(540,435
)
                       
(a)
Undistributed (distributions in excess of) net investment income
 
$
(47
)
   
$
210,999
 
*
Effective March 24, 2016, the Fund changed its fiscal year end from November 30 to September 30.  The information presented is for the period December 1, 2015 to March 31, 2016.
 
 
 
See Notes to Financial Statements.
7
 
 
 

 
BAYWOOD VALUEPLUS FUND
FINANCIAL HIGHLIGHTS
 
 

These financial highlights reflect selected data for a share outstanding throughout each period.
   
For the Period
 Ended
 March 31, 2016 (a)
 
For the Year
Ended
November 30, 2015
 
December 2, 2013 (b)
 Through
 November 30, 2014
 
INVESTOR SHARES 
                       
NET ASSET VALUE, Beginning of Period 
$
16.90
   
$
19.28
   
$
17.47
   
INVESTMENT OPERATIONS
                       
Net investment income (c)
 
 0.10
     
 0.34
     
 0.36
   
Net realized and unrealized gain (loss)
 
 (0.07
)
 
 
 (1.06
)
 
 
 1.49
   
Total from Investment Operations
 
 0.03
   
 
 (0.72
)
 
 
 1.85
   
DISTRIBUTIONS TO SHAREHOLDERS FROM
                       
Net investment income
 
 (2.05
)
   
 (0.26
)
   
 (0.04
)
 
Net realized gain
 
 (0.37
)
   
 (1.40
)
   
   
Total Distributions to Shareholders
 
 (2.42
)
 
 
 (1.66
)
 
 
 (0.04
)
 
NET ASSET VALUE, End of Period 
$
14.51
   
$
16.90
   
$
19.28
   
TOTAL RETURN 
 
(0.73
)%(d)
(3.86
)%
 
10.59
%(d)
RATIOS/SUPPLEMENTARY DATA
                       
Net Assets at End of Period (000's omitted)
$1,366
   
$1,362
   
$1,471
   
Ratios to Average Net Assets:
                       
Net investment income 
 
2.11
%(e)
1.97
%
 
1.98
%(e)
Net expenses 
 
0.95
%(e)
0.95
%
 
0.95
%(e)
Gross expenses (f)
 
11.02
%(e)
5.80
%
 
4.54
%(e)
PORTFOLIO TURNOVER RATE
 
10
%(d)
32
%
 
35
%(d)
 
 
 
 
                   
                           
(a)
Effective March 24, 2016, the Fund changed its fiscal year end from November 30 to September 30.  The information presented is for the period December 1, 2015 to March 31, 2016.
(b)
Commencement of operations.
(c)
Calculated based on average shares outstanding during each period.
(d)
Not annualized.
(e)
Annualized.
(f)
Reflects the expense ratio excluding any waivers and/or reimbursements.
 
See Notes to Financial Statements.
8
 
 
 

 
BAYWOOD VALUEPLUS FUND
FINANCIAL HIGHLIGHTS
 
 
 

These financial highlights reflect selected data for a share outstanding throughout each period.
   
For the Period
 Ended
 March 31, 2016 (a)
 
For the Year
Ended
November 30, 2015
 
December 2, 2013 (b)
Through
November 30, 2014
 
INSTITUTIONAL SHARES 
                       
NET ASSET VALUE, Beginning of Period 
$
17.00
   
$
19.42
   
$
17.56
   
INVESTMENT OPERATIONS
                       
Net investment income (c)
 
 0.11
     
 0.39
     
 0.41
   
Net realized and unrealized gain (loss)
 
 (0.07
)
 
 
 (1.06
)
 
 
 1.50
   
Total from Investment Operations
 
 0.04
   
 
 (0.67
)
 
 
 1.91
   
DISTRIBUTIONS TO SHAREHOLDERS FROM
                       
Net investment income
 
 (2.10
)
   
 (0.35
)
   
 (0.05
)
 
Net realized gain
 
 (0.37
)
   
 (1.40
)
   
   
Total Distributions to Shareholders
 
 (2.47
)
 
 
 (1.75
)
 
 
 (0.05
)
 
NET ASSET VALUE, End of Period 
$
14.57
   
$
17.00
   
$
19.42
   
TOTAL RETURN 
 
(0.58
)%(d)
(3.58
)%
 
10.87
%(d)
RATIOS/SUPPLEMENTARY DATA
                       
Net Assets at End of Period (000's omitted)
$482
   
$426
   
$11,067
   
Ratios to Average Net Assets:
                       
Net investment income 
 
2.35
%(e)
2.23
%
 
2.26
%(e)
Net expenses 
 
0.70
%(e)
0.70
%
 
0.70
%(e)
Gross expenses (f)
 
16.86
%(e)
2.09
%
 
2.50
%(e)
PORTFOLIO TURNOVER RATE
 
10
%(d)
32
%
 
35
%(d)
 
 
 
 
                   
                           
(a)
Effective March 24, 2016, the Fund changed its fiscal year end from November 30 to September 30.  The information presented is for the period December 1, 2015 through March 31, 2016
(b)
Commencement of operations.
(c)
Calculated based on average shares outstanding during each period.
(d)
Not annualized.
(e)
Annualized.
(f)
Reflects the expense ratio excluding any waivers and/or reimbursements.
 
See Notes to Financial Statements.
9
 
 
 

 
BAYWOOD SOCIALLYRESPONSIBLE FUND
A MESSAGE TO OUR SHAREHOLDERS
MARCH 31, 2016
 
Dear Shareholder,

This letter covering the six months ended March 31, 2016 is SKBA Capital Management's ("SKBA") first commentary regarding the economic and financial market perspectives and the investment activities for the Baywood SociallyResponsible Fund (the "Fund").  This report also marks a new chapter in the organization of the Fund as SKBA was pleased to be elected, effective January 8, 2016, the Advisor to the renamed Baywood SociallyResponsible Fund.  We have long desired to become the Advisor to align our goals with those of our clients and shareholders through every aspect of fund management.  During the transition, however, large client flows caused a material negative impact on Fund performance from November of 2015 and through February of 2016.  Yet SKBA has remained steadfast in its application of our investment approach to meet the needs of shareholders who desire to have ESG (environmental, social, and governance) criteria apply to the stock selection decisions in the Fund.

The Fund is a mid-to-large capitalization value-oriented portfolio of stock holdings selected from a universe of stocks created through the application of social screens and assessments of the ESG profile of each company.  Among these stocks, we further evaluate and assess each prospective holding's valuation and fundamental business attraction to determine the current portfolio holdings.  Over the years we have learned to take the good and the bad periods in stride but to always trust that our long-term perspective, value discipline, socially aware and consistent process will meet our clients' goals and needs.  As the new Advisor to the Fund we will do everything within our control to ensure we are aware of client commitments and intentions.  In March, having emerged from the transition, we are looking forward to a fresh start as Advisor together with the shareholders in the Fund.

In selecting investments, we consider social criteria such as an issuer's community relations, corporate governance, employee diversity, employee relations, environmental impact and sustainability, human rights record and product safety. Using both quantitative and qualitative data, we also evaluate an issuer's involvement in specific revenue generating activities to determine whether the issuer's involvement was meaningful or incidental with respect to that activity.

We apply vigorous valuation screens that identify issuers for further in-depth fundamental analysis for potential inclusion in the Fund. The investment strategy typically emphasizes securities that we believe have one or more of the following characteristics: a price significantly below the intrinsic value of the issuer; below average or historical price to sales and price to cash flow ratios; and sound overall financial condition of the issuer.

The Fund seeks to avoid investing in any issuer that derives more than 5% of its total revenue from tobacco, alcohol, gambling, abortion or weaponry (whether sold to consumers or the military), or that is involved in nuclear power. Because information on an issuer's involvement in those activities may not always be publicly available, it is possible that the Fund's holdings may include an issuer that does not meet its criteria for socially responsible investing. When we discover that a holding does not meet the criteria for socially responsible investing, we will divest that holding as soon as reasonably viable.

Since the initial Fed rate hike, surprisingly, interest rates have declined on the long end, leading to a flattening of the yield curve.  The lift-off, it seems, has fallen flat on its face.  A flat yield curve has deleterious effects for banks as the spread they earn by lending long-term and borrowing short-term compresses.  As such, financials represented the greatest source of underperformance for the Russell 1000 Value benchmark, declining 5.4% while the overall benchmark advanced 1.6%.

Over the last several quarters we have reduced our exposure to financials as increased rate volatility clouds the outlook for the companies dependent on the level and direction of interest rates.  Two holdings in the financial sector, Symetra and HCC were acquired by other insurers, both of which contributed significantly to the Fund's performance over the years.  We did not re-deploy the cash consideration into the sector, thus lowering the weight.  Furthermore, we have re-balanced the sector towards capital allocators like Brookfield Asset Management which benefit from a low cost of capital and away from asset-sensitive companies like Symetra.  As a result of these moves, the financial sector represented one of the greatest sources of positive relative performance for the first quarter 2016.

Much of the underperformance in the six-month period can be attributed to two holdings: AutoNation and Starz.  AutoNation is the nation's largest publicly traded auto dealer and is on the path to consolidate the highly fragmented industry.  During the first quarter its stock price was pressured from comments made by its CEO, Mike Jackson, on the general direction of the automotive market.  While the level of annual car sales may be nearing a peak, the thesis for our investment in AutoNation goes beyond the level of annual car sales.  As the nation's largest dealer group, its overall market share remains only 2%.  To say there is room for more consolidation is an understatement.  It is currently building out the first website to allow customers to purchase autos entirely online while at the same time disintermediating third party reference companies like TrueCar and Auto Trader.  AutoNation generates high cash flows and almost 70% of its profits come from car maintenance and finance which are more likely to remain stable if annual
 
 
10
 
 
 

 
BAYWOOD SOCIALLYRESPONSIBLE FUND
A MESSAGE TO OUR SHAREHOLDERS
MARCH 31, 2016
 
car sales begin to flatten or even decline.  We used the opportunity to add to our position in the first quarter and unless there are unanticipated changes in the industry, we will likely continue to do so when the opportunity arises.
 
The majority of the impact from Starz's decline occurred in the 1st quarter of 2016 as the stock fell nearly 20% on the rumor that it was going to merge with Lions Gate for stock consideration and subsequent to Lions Gate reporting underwhelming earnings.  We found the sharp decline in the price of Starz disappointing since it had nothing to do with Starz fundamentals, and therefore we used the opportunity to increase our position.  Media in general has been out-of-favor and consequently has been a source of opportunity for value managers like us.  Starz has improved its fundamentals which, in the long-run, should translate into pricing power and likely higher valuation multiples.  Directionally we like where both companies will be five years from now and if the short-termism that undermines the market continues to pressure stock prices, they may likely become even bigger positions.

A source of positive relative performance was from our holdings in the health care sector.  The outperformance is primarily attributed to one holding: Baxter.  We acquired Baxter because we thought the market was not valuing its biopharmaceutical segment appropriately and from a sum-of-the parts methodology, it was significantly undervalued.  Baxter eventually spun off Baxalta, which then agreed to be acquired by Shire for a meaningful premium, lending credence to our hypothesis.  Both of these shares returned greater than 25% for the 6-month period, while the overall health care sector returned 6%.

We added a number of new companies to the portfolio in the period, one of which is Packaging Corp.  It is a vertically-integrated manufacturer of corrugated container board, or, as it is most commonly referred to as: cardboard boxes.  These are the same cardboard boxes you receive when ordering online which likely end up in the recycling bin.  As our society continues to move away from making purchases at physical stores towards online stores, companies like Packaging Corp. stand to benefit.  The worldwide recession in commodity industries provided the opportunity to add Packaging Corp. to the portfolio at relatively attractive prices.  Furthermore, a significant portion of boxes made from corrugated container board are subsequently recycled to make new boxes.

The commodity business recession's effects are broad-based.  Of particular interest to us are railroad companies which transport goods.  Railroad stocks, in general, have not been this out-of-favor in more than two decades due to low commodity prices and the collapse of the coal industry.  As a result, we added Union Pacific to the portfolio in the recent period.  Union Pacific operates what is basically a duopoly in western United States railroad transportation and, as it continues to upgrade its fleets and rails making it more efficient and reliable, volumes and prices should revert back to normal.  Furthermore, rails are the most efficient mode of long-haul transportation.  Trains are four-times more efficient than trucks and can move nearly 1 ton of freight 500 miles on 1 gallon of diesel. This naturally means they pollute less and helps to eliminate congestion on the freeways!

Whether it is in commodities, technology, energy or financials, volatility is likely to continue.  However, volatility can provide opportunities, such as our purchases in Union Pacific and Packaging Corps, when at times it can be deleterious in the short-run, like it was for AutoNation and Starz.  We will continue to manage for the long-term and will use the volatility to position the portfolio in our clients' favor.  We will use prudence and care to find investments worthy of a position in our Baywood SociallyResponsible strategy with favorable Environmental, Social and Governance profiles.


For more detailed information on SKBA Capital Management, LLC and our investment process and perspectives, visit our website at www.SKBA.com.

Current and future portfolio holdings are subject to change and risk. 

The Morningstar category is used to compare fund performance to its peers.  It is not possible to invest directly into an index or category.  Past performance is no guarantee of future results.

Risk Considerations:  Mutual fund investing involves risk, including the possible loss of principal. The Fund primarily invests in undervalued securities, which may not appreciate in value as anticipated by the Advisor or remain undervalued for longer than anticipated. The Fund may invest in American Depositary Receipts (ADRs), which involves risks relating to political, economic or regulatory conditions in foreign countries and may cause greater volatility and less liquidity. The Fund may also invest in convertible securities and preferred stock, which may be adversely affected as interest rates rise.
 
11
 
 
 
 
BAYWOOD SOCIALLYRESPONSIBLE FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2016
 
 
Shares
 
Security
Description
 
Value
 
Common Stock - 92.3%
Basic Materials - 3.6%
 
3,600
 
Albemarle Corp.
$
230,148
 
 
5,400
 
Packaging Corp. of America
 
326,160
 
         
556,308
 
       
Capital Goods / Industrials - 10.1%
 
8,200
 
Republic Services, Inc.
 
390,730
 
 
3,000
 
Stanley Black & Decker, Inc.
 
315,630
 
 
7,475
 
Tyco International PLC
 
274,407
 
 
1,700
 
Union Pacific Corp.
 
135,235
 
 
10,100
 
USG Corp. (a)
 
250,581
 
 
13,000
 
Wesco Aircraft Holdings, Inc. (a)
 
187,070
 
   
1,553,653
 
Consumer Cyclicals - 5.7%
 
9,300
 
AutoNation, Inc. (a)
 
434,124
 
 
21,900
 
Ford Motor Co.
 
295,650
 
 
1,800
 
Target Corp.
 
148,104
 
   
877,878
 
Consumer Discretionary- 5.0%
 
18,100
 
Starz (a)
 
476,573
 
 
10,700
 
Twenty-First Century Fox, Inc., Class B
 
301,740
 
   
778,313
 
Consumer Staples - 6.3%
 
2,500
 
CVS Health Corp.
 
259,325
 
 
3,900
 
PepsiCo, Inc.
 
399,672
 
 
3,800
 
The Procter & Gamble Co.
 
312,778
 
   
971,775
 
Energy - 8.2%
 
12,700
 
Cabot Oil & Gas Corp.
 
288,417
 
 
2,600
 
ConocoPhillips
 
104,702
 
 
16,300
 
Devon Energy Corp.
 
447,272
 
 
7,300
 
National Oilwell Varco, Inc.
 
227,030
 
 
1,200
 
Phillips 66
 
103,908
 
 
3,000
 
Spectra Energy Corp.
 
91,800
 
   
1,263,129
 
Financials - 19.4%
 
12,100
 
Air Lease Corp.
 
388,652
 
 
5,900
 
American Express Co.
 
362,260
 
 
7,100
 
American International Group, Inc.
 
383,755
 
 
30,900
 
Bank of America Corp.
 
417,768
 
 
1,600
 
Berkshire Hathaway, Inc., Class B (a)
 
227,008
 
 
9,150
 
Brookfield Asset Management, Inc., Class A
 
318,329
 
 
16,200
 
Kennedy-Wilson Holdings, Inc.
 
354,780
 
 
2,600
 
M&T Bank Corp.
 
288,600
 
 
6,000
 
MetLife, Inc.
 
263,640
 
   
3,004,792
 
Health Care - 17.4%
 
6,000
 
AbbVie, Inc.
 
342,720
 
 
6,200
 
Baxalta, Inc.
 
250,480
 
 
Shares
 
Security
Description
 
Value
 
 
8,700
 
Baxter International, Inc.
$
357,396
 
 
2,900
 
Becton Dickinson and Co.
 
440,278
 
 
4,800
 
DaVita HealthCare Partners, Inc. (a)
 
352,224
 
 
5,000
 
Express Scripts Holding Co. (a)
 
343,450
 
 
1,900
 
Gilead Sciences, Inc.
 
174,534
 
 
11,200
 
HealthSouth Corp.
 
421,456
 
   
2,682,538
 
Technology - 13.8%
 
12,900
 
Cisco Systems, Inc.
 
367,263
 
 
13,300
 
Corning, Inc.
 
277,837
 
 
1,200
 
International Business Machines Corp.
 
181,740
 
 
7,200
 
Microsoft Corp.
 
397,656
 
 
6,000
 
Oracle Corp.
 
245,460
 
 
7,300
 
QUALCOMM, Inc.
 
373,322
 
 
4,700
 
TE Connectivity, Ltd.
 
291,024
 
   
2,134,302
 
Telecommunications - 2.8%
 
8,000
 
Verizon Communications, Inc.
 
432,640
 
 
Total Common Stock
(Cost $14,589,593)
 
14,255,328
 
 
Money Market Fund - 7.9%
 
1,228,761
 
Morgan Stanley Institutional Liquidity Fund, 0.25% (b) (Cost $1,228,761)
 
1,228,761
 
Total Investments - 100.2%
(Cost $15,818,354)*
$
15,484,089
 
Other Assets & Liabilities, Net – (0.2)%
 
(36,466
)
Net Assets – 100.0%
$
15,447,623
 
 
PLC Public Limited Company
(a) Non-income producing security.
(b) Variable rate security. Rate presented is as of March 31, 2016.

*  Cost for federal income tax purposes is substantially the same as for financial statement purposes and net unrealized depreciation consists of:
Gross Unrealized Appreciation
 
$
623,616
 
Gross Unrealized Depreciation
   
(957,881
)
Net Unrealized Depreciation
 
$
(334,265
)

See Notes to Financial Statements.
12
 

BAYWOOD SOCIALLYRESPONSIBLE FUND
SCHEDULE OF INVESTMENTS
MARCH 31, 2016
The following is a summary of the inputs used to value the Fund's investments as of March 31, 2016.
The inputs or methodology used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in Note 2 of the accompanying Notes to Financial Statements.
Valuation Inputs
 
Investments in Securities

Level 1 - Quoted Prices
 
$
14,255,328
 
Level 2 - Other Significant Observable Inputs
   
1,228,761
 
Level 3 - Significant Unobservable Inputs
   
-
 
Total
 
$
15,484,089
 

The Level 1 value displayed in this table is Common Stock.  The Level 2 value displayed in this table is a Money Market Fund. Refer to this Schedule of Investments for a further breakout of each security by industry.
The Fund utilizes the end of period methodology when determining transfers. There were no transfers among Level Level 1, Level 2 and Level 3 for the period ended March 31, 2016.
PORTFOLIO HOLDINGS
   
% of Total Investments
   
Basic Materials
3.6
%
Capital Goods / Industrials
10.0
%
Consumer Cyclicals
5.7
%
Consumer Discretionary
5.0
%
Consumer Staples
6.3
%
Energy
8.2
%
Financials
19.4
%
Health Care
17.3
%
Technology
13.8
%
Telecommunications
2.8
%
Money Market Funds
7.9
%
 
100.0
%
 
See Notes to Financial Statements.
13
 

BAYWOOD SOCIALLYRESPONSIBLE FUND
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 2016

ASSETS
       
 
Total investments, at value (Cost $15,818,354)
 
$
15,484,089
 
 
Receivables:
       
   
Fund shares sold
   
7,413
 
   
Investment securities sold
   
41,905
 
   
Dividends
   
19,741
 
Total Assets
 
 
15,553,148
 
             
LIABILITIES
       
 
Payables:
       
   
Investment securities purchased
   
85,865
 
   
Fund shares redeemed
   
6,453
 
 
Accrued Liabilities:
       
   
Investment advisor fees
   
904
 
   
Trustees' fees and expenses
   
43
 
   
Fund services fees
   
5,059
 
   
Other expenses
   
7,201
 
Total Liabilities
 
 
105,525
 
             
NET ASSETS
 
$
 15,447,623
 
             
COMPONENTS OF NET ASSETS
       
 
Paid-in capital
 
$
17,281,780
 
 
Distributions in excess of net investment income
   
(442
)
 
Accumulated net realized loss
   
(1,499,450
)
 
Net unrealized depreciation
   
(334,265
)
NET ASSETS
 
$
15,447,623
 
             
SHARES OF BENEFICIAL INTEREST AT NO PAR VALUE (UNLIMITED SHARES AUTHORIZED)
       
 
Investor Shares
   
1,054,408
 
 
Institutional Shares
   
600,484
 
             
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
       
 
Investor Shares (based on net assets of $9,838,547)
 
$
9.33
 
 
Institutional Shares (based on net assets of $5,609,076)
 
$
9.34
 
 
See Notes to Financial Statements.
14
 

BAYWOOD SOCIALLYRESPONSIBLE FUND
STATEMENT OF OPERATIONS
PERIOD ENDED MARCH 31, 2016
 

INVESTMENT INCOME
           
 
Dividend income (Net of foreign withholding taxes of $561)
 
 
$
1,085,902
   
Total Investment Income
   
 
1,085,902
 
 
 
           
EXPENSES
           
 
Investment advisor fees
   
365,287
   
 
Fund services fees
   
56,120
   
 
Transfer agent fees:
         
 
Investor Shares
   
6,583
   
 
Institutional Shares
   
8,357
   
 
Distribution fees:
         
 
Investor Shares
   
22,451
   
 
Custodian fees
   
4,082
   
 
Registration fees:
         
 
Investor Shares
   
8,504
   
 
Institutional Shares
   
6,687
   
 
Professional fees
   
3,399
   
 
Trustees' fees and expenses
   
10,708
   
 
Miscellaneous expenses
   
11,841
   
Total Expenses
   
 
504,019
 
 
 
Fees waived and expenses reimbursed
   
(34,290
)
 
Net Expenses
   
 
469,729
 
 
               
NET INVESTMENT INCOME
   
 
616,173
 
 
               
NET REALIZED AND UNREALIZED GAIN (LOSS)
           
 
Net realized loss on investments
   
(1,381,742
)
 
 
Net change in unrealized appreciation (depreciation) on investments
   
14,318,184
   
NET REALIZED AND UNREALIZED GAIN
   
 
12,936,442
 
 
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
   
$
 13,552,615
 
 
               
 
 
See Notes to Financial Statements.
15
 
 
 

 

BAYWOOD SOCIALLYRESPONSIBLE FUND
STATEMENT OF CHANGES IN NET ASSETS
 
 

   
 
 
 
 
 
 
   
 
 
       
 For the Six Months
Ended
March 31, 2016
   
 For the Year
Ended
 September 30, 2015
OPERATIONS
                 
 
Net investment income
 
$
616,173
     
$
3,150,847
 
 
Net realized gain (loss)
   
(1,381,742
)
     
2,738,120
 
 
Net change in unrealized appreciation (depreciation)
   
14,318,184
       
(28,300,346
)
Increase (Decrease) in Net Assets Resulting from Operations
 
 
13,552,615
 
   
 
(22,411,379
)
                       
DISTRIBUTIONS TO SHAREHOLDERS FROM
                 
 
Net investment income:
                 
   
Investor Shares
   
(504,180
)
     
(2,845,377
)
   
Institutional Shares
   
(189,319
)
     
(240,990
)
 
Net realized gain:
                 
   
Investor Shares
   
(1,155,096
)
     
(5,652,223
)
   
Institutional Shares
   
(750,918
)
     
(671,508
)
Total Distributions to Shareholders
 
 
(2,599,513
)
   
 
(9,410,098
)
                       
CAPITAL SHARE TRANSACTIONS
                 
 
Sale of shares:
                 
   
Investor Shares
   
8,034,576
       
4,091,705
 
   
Institutional Shares
   
1,077,689
       
112,428,694
 
 
Reinvestment of distributions:
                 
   
Investor Shares
   
1,652,140
       
903,945
 
   
Institutional Shares
   
920,261
       
8,463,173
 
 
Redemption of shares:
                 
 
 
Investor Shares
   
(13,258,886
)
     
(5,829,516
)
 
 
Institutional Shares
   
(255,355,185
)
     
(26,406,009
)
Increase (Decrease) in Net Assets from Capital Share Transactions
 
(256,929,405
)
   
 
93,651,992
 
Increase (Decrease) in Net Assets
 
 
(245,976,303
)
   
 
61,830,515
 
                       
NET ASSETS
                 
 
Beginning of Period
 
 
 261,423,926
 
   
 
 199,593,411
 
 
End of Period (Including line (a))
 
$
 15,447,623
 
   
$
 261,423,926
 
                       
SHARE TRANSACTIONS
                 
 
Sale of shares:
                 
   
Investor Shares
   
119,628
       
363,291
 
   
Institutional Shares
   
759,538
       
9,897,772
 
 
Reinvestment of distributions:
                 
   
Investor Shares
   
169,431
       
82,166
 
   
Institutional Shares
   
93,832
       
767,412
 
 
Redemption of shares:
                 
   
Investor Shares
   
(1,503,690
)
     
(519,232
)
   
Institutional Shares
   
(23,671,827
)
     
(2,343,458
)
Increase (Decrease) in Shares
 
 
(24,033,088
)
   
 
8,247,951
 
                       
(a)
Undistributed (distributions in excess of) net investment income
 
$
(442
)
   
$
76,784
 
 
See Notes to Financial Statements.
16
 
 
 

 

BAYWOOD SOCIALLYRESPONSIBLE FUND
FINANCIAL HIGHLIGHTS
 
 

These financial highlights reflect selected data for a share outstanding throughout each period.
                 
   
For the Six Months
Ended
 
For the Years Ended September 30,
INVESTOR SHARES
March 31, 2016
   
2015
     
2014
     
2013
     
2012
     
2011
 
NET ASSET VALUE, Beginning of Period 
$
10.16
   
$
11.42
   
$
12.26
   
$
10.04
   
$
8.37
   
$
8.79
 
INVESTMENT OPERATIONS
                                             
Net investment income (a)
 
 0.04
     
 0.11
     
 0.18
     
 0.09
     
 0.11
     
 0.10
 
Net realized and unrealized gain (loss)
 
 (0.09
)(b)
 
 
 (0.98
)
 
 
 1.15
   
 
 2.22
   
 
 1.67
   
 
 (0.42
)
Total from Investment Operations
 
 (0.05
)
 
 
 (0.87
)
 
 
 1.33
   
 
 2.31
   
 
 1.78
   
 
 (0.32
)
DISTRIBUTIONS TO SHAREHOLDERS FROM
                                       
Net investment income
 
 (0.25
)
   
 (0.10
)
   
 (0.15
)
   
 (0.09
)
   
 (0.11
)
   
 (0.10
)
Net realized gain
 
 (0.53
)
   
 (0.29
)
   
 (2.02
)
   
     
     
 
Total Distributions to Shareholders
 
 (0.78
)
 
 
 (0.39
)
 
 
 (2.17
)
 
 
 (0.09
)
 
 
 (0.11
)
 
 
 (0.10
)
NET ASSET VALUE, End of Period 
$
9.33
   
$
10.16
   
$
11.42
   
$
12.26
   
$
10.04
   
$
8.37
 
TOTAL RETURN 
 
(0.73
)%(c)
(7.86
)%
 
12.11
%
 
23.12
%
 
21.28
%
 
(3.80
)%
RATIOS/SUPPLEMENTARY DATA
                                             
Net Assets at End of Period (000's omitted)
$9,839
   
$23,045
   
$26,763
   
$31,387
   
$25,631
   
$3,132
 
Ratios to Average Net Assets:
                                             
Net investment income 
 
0.82
%(d)
0.99
%
 
1.55
%
 
0.81
%
 
1.13
%
 
1.05
%
Net expenses 
 
1.35
%(d)
1.14
%
 
1.14
%
 
1.13
%
 
1.15
%
 
1.13
%
Gross expenses (e)
 
1.59
%(d)
1.37
%
 
1.46
%
 
1.38
%
 
1.40
%
 
1.39
%
PORTFOLIO TURNOVER RATE
 
32
%(c)
29
%
 
34
%
 
42
%
 
38
%
 
22
%
 
 
 
 
                                         
                                                 
(a)
Calculated based on average shares outstanding during each period.
(b)
The net realized and unrealized gain (loss) per share does not correlate to the aggregate of the net realized and unrealized loss in the Statement of Operations for the period ended March 31. 2016, primarily due to the timing of the sales and repurchases of the Fund's shares in relation to fluctuating market values for the Fund's portfolio.
(c)
Not annualized.
(d)
Annualized.
(e)
Reflects the expense ratio excluding any waivers and/or reimbursements.
 
See Notes to Financial Statements.
17
 
 
 

 

BAYWOOD SOCIALLYRESPONSIBLE FUND
FINANCIAL HIGHLIGHTS
 
 
These financial highlights reflect selected data for a share outstanding throughout each period.
                 
   
For the Six Months
Ended
 
For the Years Ended September 30,
INSTITUTIONAL SHARES
March 31, 2016
   
2015
     
2014
     
2013
     
2012
     
2011
 
NET ASSET VALUE, Beginning of Period 
$
10.18
   
$
11.45
   
$
12.28
   
$
10.06
   
$
8.38
   
$
8.81
 
INVESTMENT OPERATIONS
                                             
Net investment income (a)
 
 0.07
     
 0.14
     
 0.19
     
 0.12
     
 0.13
     
 0.12
 
Net realized and unrealized gain (loss)
 
 (0.12
)(b)
 
 
 (0.99
)
 
 
 1.18
   
 
 2.22
   
 
 1.68
   
 
 (0.43
)
Total from Investment Operations
 
 (0.05
)
 
 
 (0.85
)
 
 
 1.37
   
 
 2.34
   
 
 1.81
   
 
 (0.31
)
DISTRIBUTIONS TO SHAREHOLDERS FROM
                                     
Net investment income
 
 (0.26
)
   
 (0.13
)
   
 (0.18
)
   
 (0.12
)
   
 (0.13
)
   
 (0.12
)
Net realized gain
 
 (0.53
)
   
 (0.29
)
   
 (2.02
)
   
     
     
 
Total Distributions to Shareholders
 
 (0.79
)
 
 
 (0.42
)
 
 
 (2.20
)
 
 
 (0.12
)
 
 
 (0.13
)
 
 
 (0.12
)
NET ASSET VALUE, End of Period 
$
9.34
   
$
10.18
   
$
11.45
   
$
12.28
   
$
10.06
   
$
8.38
 
TOTAL RETURN 
 
(0.71
)%(c)
(7.70
)%
 
12.46
%
 
23.38
%
 
21.63
%
 
(3.67
)%
RATIOS/SUPPLEMENTARY DATA
                                             
Net Assets at End of Period (000's omitted)
$5,609
   
$238,379
   
$172,830
   
$45,357
   
$80,109
   
$62,193
 
Ratios to Average Net Assets:
                                             
Net investment income 
 
1.38
%(d)
1.22
%
 
1.62
%
 
1.10
%
 
1.37
%
 
1.27
%
Net expenses 
 
0.89
%(d)
0.89
%
 
0.89
%
 
0.87
%
 
0.90
%
 
0.88
%
Gross expenses (e)
 
0.92
%(d)
0.87
%(f)
0.96
%
 
0.87
%
 
0.90
%
 
0.89
%
PORTFOLIO TURNOVER RATE
 
32
%(c)
29
%
 
34
%
 
42
%
 
38
%
 
22
%
 
 
 
 
                                         
                                                 
(a)
Calculated based on average shares outstanding during each period.
(b)
The net realized and unrealized gain (loss) per share does not correlate to the aggregate of the net realized and unrealized loss in the Statement of Operations for the period ended March 31. 2016, primarily due to the timing of the sales and repurchases of the Fund's shares in relation to fluctuating market values for the Fund's portfolio.
(c)
Not annualized.
(d)
Annualized.
(e)
Reflects the expense ratio excluding any waivers and/or reimbursements.
(f)
Ratio includes waivers and previously waived investment advisory fees recovered.  The impact of the recovered fees may cause a higher net expense ratio.
 
See Notes to Financial Statements.
18
 
 
 

 

BAYWOOD FUNDS
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016

Note 1. Organization
Baywood ValuePlus Fund and Baywood SociallyResponsible Fund (individually, a "Fund" and collectively, the "Funds") are diversified portfolios of Forum Funds II (the "Trust"). The Trust is a Delaware statutory trust that is registered as an open-end, management investment company under the Investment Company Act of 1940 (the "Act"), as amended. Under its Trust Instrument, the Trust is authorized to issue an unlimited number of each Fund's shares of beneficial interest without par value. The Baywood ValuePlus Fund commenced operations on December 2, 2013. The Baywood ValuePlus Fund currently offers two classes of shares: Investor Shares and Institutional Shares. The Baywood ValuePlus Fund seeks to achieve long-term capital appreciation by investing in undervalued equity securities.
On December 2, 2013, the Baywood ValuePlus Fund commenced operations through a reorganization of a collective investment trust into the Baywood ValuePlus Fund.  The collective investment trust was previously managed by the Baywood ValuePlus Fund's Advisor and portfolio management team.  This collective investment trust was organized and commenced operations on June 27, 2008.  The collective investment trust had an investment objective and strategies that were, in all material respects, identical to those of the Baywood ValuePlus Fund.  The net assets and unrealized gain received by the Baywood ValuePlus Fund from this tax-free reorganization were as follows:
Date of Contribution
 
Net Assets
Investor
Shares
 
Net Assets
Institutional
Shares
 
Shares Issued
Investor Shares
 
Shares Issued
Institutional Shares
 
Cost of Investments
 
Unrealized Gain on Investments
December 2, 2013
 
$2,099,735
 
$10,168,720
 
120,217
 
579,166
 
$9,396,973
 
$2,372,564

In addition to the securities transferred in, as noted above, $498,918 of cash and other receivables were also transferred in as part of the reorganization.
The Baywood SociallyResponsible Fund commenced operations on January 3, 2005. The Baywood SociallyResponsible Fund currently offers two classes of shares: Investor Shares and Institutional Shares. The Baywood SociallyResponsible Fund seeks to provide long-term capital growth.
On December 7, 2015, at a special meeting of Shareholders of Baywood SociallyResponsible Fund, formerly City National Rochdale Socially Responsible Equity Fund, a series of City National Rochdale Funds (the "Predecessor Fund"), the shareholders approved a proposal to reorganize the Predecessor Fund into the Baywood SociallyResponsible Fund, a newly created series of the Forum Funds II.  The Predecessor Fund was sub-advised by the Fund's Advisor, SKBA Capital Management, LLC, with the same portfolio managers as Baywood SociallyResponsible Fund.  The Baywood SociallyResponsible Fund is managed in a manner that is in all material respects equivalent to the management of the Predecessor Fund, including the investment objective, strategies, guidelines and restrictions. The primary purpose of the reorganization was to move the Predecessor Fund to a newly created series of Forum Funds II.  As a result of the reorganization, the Baywood SociallyResponsible Fund is now operating under the supervision of a different board of trustees. On January 8, 2016, the Baywood SociallyResponsible Fund acquired all of the assets, subject to liabilities, of the Predecessor Fund. The shares of the Predecessor Fund were, in effect, exchanged on a tax-free basis for Shares of the Baywood SociallyResponsible Fund with the same aggregate value.  No commission or other transactional fees were imposed on shareholders in connection with the tax-free exchange of their shares.
Note 2. Summary of Significant Accounting Policies
These financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of increases and decreases in net assets from operations during the fiscal period. Actual amounts could differ from those estimates. The following summarizes the significant accounting policies of each Fund:
Security Valuation – Exchange-traded securities and over-the-counter securities are valued using the last quoted trade or official closing price, provided by independent pricing services as of the close of trading on the market or exchange for which they are primarily traded, on each Fund business day. In the absence of a sale, such securities are valued at the mean of the last bid and ask price provided by independent pricing services. Non-exchange-traded securities for which quotations are available are valued using the last quoted sales price, or in the absence of a sale, at the mean of the last bid and ask prices provided by independent pricing services. Shares of open-end mutual funds are valued at net asset value ("NAV"). Short-term investments that mature in 60 days
 
19
 
 
 


BAYWOOD FUNDS
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
 or less may be valued at amortized cost.
Each Fund values its investments at fair value pursuant to procedures adopted by the Trust's Board of Trustees (the "Board") if (1) market quotations are insufficient or not readily available or (2) the advisor believes that the values available are unreliable. The Trust's Valuation Committee, as defined in each Fund's registration statement, performs certain functions as they relate to the administration and oversight of each Fund's valuation procedures. Under these procedures, the Valuation Committee convenes on a regular and ad-hoc basis to review such investments and considers a number of factors, including valuation methodologies and significant unobservable inputs, when arriving at fair value.
The Valuation Committee may work with the advisor to provide valuation inputs. In determining fair valuations, inputs may include market-based analytics which may consider related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant investment information. Advisor inputs may include an income-based approach in which the anticipated future cash flows of the investment are discounted in determining fair value. Discounts may also be applied based on the nature or duration of any restrictions on the disposition of the investments. The Valuation Committee performs regular reviews of valuation methodologies, key inputs and assumptions, disposition analysis and market activity.
Fair valuation is based on subjective factors and, as a result, the fair value price of an investment may differ from the security's market price and may not be the price at which the asset may be sold. Fair valuation could result in a different NAV than a NAV determined by using market quotes.
Each Fund has a three-tier fair value hierarchy. The basis of the tiers is dependent upon the various "inputs" used to determine the value of each Fund's investments. These inputs are summarized in the three broad levels listed below:
Level 1 — quoted prices in active markets for identical assets and liabilities
Level 2 — other significant observable inputs (including quoted prices of similar securities, interest rates, prepayment speeds, credit risk, etc.)
Level 3 — significant unobservable inputs (including each Fund's own assumptions in determining the fair value of investments)
The aggregate value by input level, as of March 31, 2016, for each Fund's investments is included  each Fund's Schedule of Investments.
Security Transactions, Investment Income and Realized Gain and Loss – Investment transactions are accounted for on the trade date. Dividend income is recorded on the ex-dividend date. Foreign dividend income is recorded on the ex-dividend date or as soon as possible after each Fund determines the existence of a dividend declaration after exercising reasonable due diligence. Income and capital gains on some foreign securities may be subject to foreign withholding taxes, which are accrued as applicable. Interest income is recorded on an accrual basis. Premium is amortized and discount is accreted using the effective interest method. Identified cost of investments sold is used to determine the gain and loss for both financial statement and federal income tax purposes.
Distributions to Shareholders – Distributions to shareholders of net investment income, if any, are declared and paid at least annually. Distributions to shareholders of net capital gains, if any, are declared and paid at least annually. Distributions to shareholders are recorded on the ex-dividend date. Distributions are based on amounts calculated in accordance with applicable federal income tax regulations, which may differ from GAAP. These differences are due primarily to differing treatments of income and gain on various investment securities held by each Fund, timing differences and differing characterizations of distributions made by each Fund.
Federal Taxes – Each Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended ("Code") and to distribute all of its taxable income to shareholders. In addition, by distributing in each calendar year substantially all of its net investment income and capital gains, if any, the Fund will not be subject to a federal excise tax. Therefore, no federal income or excise tax provision is required. Each Fund files a U.S. federal income and excise tax return as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service for a period of three fiscal years after they are filed. As of March 31, 2016, there are no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure.
Income and Expense Allocation – The Trust accounts separately for the assets, liabilities and operations of each of its investment portfolios. Expenses that are directly attributable to more than one investment portfolio are allocated among the respective investment portfolios in an equitable manner.
 
20
 
 
 


BAYWOOD FUNDS
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
The Fund's class-specific expenses are charged to the operations of that class of shares. Income and expenses (other than expenses attributable to a specific class) and realized and unrealized gains or losses on investments are allocated to each class of shares based on the class' respective net assets to the total net assets of each Fund.
Commitments and Contingencies – In the normal course of business, each Fund enters into contracts that provide general indemnifications by each Fund to the counterparty to the contract. Each Fund's maximum exposure under these arrangements is dependent on future claims that may be made against each Fund and, therefore, cannot be estimated; however, based on experience, the risk of loss from such claims is considered remote.
Note 3. Fees and Expenses
Investment Advisor – SKBA Capital Management, LLC (the "Advisor") is the investment advisor to the Funds. Pursuant to an Investment Advisory Agreement, the Advisor receives an advisory fee at an annual rate of 0.50% and 0.70% of the average daily net assets of Baywood ValuePlus Fund and Baywood SociallyResponsible Fund, respectively.
Distribution – Foreside Fund Services, LLC serves as each Fund's distributor (the "Distributor"). The Funds have adopted a Distribution Plan (the "Plan") in accordance with Rule 12b-1 of the Act. Under the Plan, each  Fund may pay the Distributor and/or any other entity as authorized by the Board a fee of up to 0.25% of each  Fund's average daily net assets of Investor Shares for providing distribution and/or shareholder services to the Funds. The Distributor is not affiliated with the Advisor or Atlantic Fund Administration, LLC (d/b/a Atlantic Fund Services) ("Atlantic") or their affiliates.
Other Service Providers – Atlantic provides fund accounting, fund administration, compliance and transfer agency services to each Fund. Atlantic also provides certain shareholder report production, and EDGAR conversion and filing services. Pursuant to an Atlantic services agreement, each Fund pays Atlantic customary fees for its services. Atlantic provides a Principal Executive Officer, a Principal Financial Officer, a Chief Compliance Officer, and an Anti-Money Laundering Officer to each Fund, as well as certain additional compliance support functions.
Trustees and Officers – The Trust pays each Independent Trustee an annual fee of $16,000 ($21,000 for the Chairman). The Independent Trustees and Chairman may receive additional fees for special Board meetings. The Independent Trustees are also reimbursed for all reasonable out-of-pocket expenses incurred in connection with their duties as Trustees, including travel and related expenses incurred in attending Board meetings. The amount of Independent Trustees' fees attributable to each Fund is disclosed in the Statements of Operations. Certain officers of the Trust are also officers or employees of the above named service providers, and during their terms of office received no compensation from each Fund.
Note 4. Expenses Reimbursed and Fees Waived
The Advisor has contractually agreed to waive its fee and/or reimburse certain expenses to limit total operating expenses (excluding all taxes, interest, portfolio transaction expenses, acquired fund fees and expenses, proxy expenses and extraordinary expenses) for Investor Shares to 0.95% and Institutional Shares to 0.70% through March 31, 2017 for Baywood ValuePlus Fund. Effective January 8, 2016, the Advisor also has contractually agreed to waive its fees and/or reimburse certain expenses to limit total operating expenses (excluding all taxes, interest, portfolio transaction expenses, acquired fund fees and expenses, proxy expenses and extraordinary expenses) for Investor Shares to 1.14% and Institutional Shares to 0.89% through December 31, 2017 for Baywood SociallyResponsible Fund. Other Fund service providers have voluntarily agreed to waive and reimburse a portion of their fees. These voluntary fee waivers and reimbursements may be reduced or eliminated at any time. For the period ended March 31, 2016, fees waived and expenses reimbursed were as follows:
 
Investment Advisor Fees Waived
 
Investment Advisor Expenses Reimbursed
 
Other Waivers
 
Total Fees Waived and Expenses Reimbursed
Baywood ValuePlus Fund
$
2,876
 
$
48,545
 
$
14,937
 
$
66,358
Baywood SociallyResponsible Fund
 
21,206
   
5,302
   
7,782
   
34,290
                       

The Funds may repay the Advisor for fees waived and expenses reimbursed pursuant to the expense cap if such payment is made within three years of the fee waiver or expense reimbursement, is approved by the Funds' Board of Trustees and the reimbursement does not cause the Funds' net annual operating expenses of that class to exceed the expense cap in place at the time the fees were waived. The amount of fees waived or expenses reimbursed eligible for recoupment are as follows:
 
21
 
 
 


BAYWOOD FUNDS
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2016
 
Baywood ValuePlus Fund
 
Amount of Fees Waived and/or Expenses Reimbursed
 
Expiration Date to Recoup Fees Waived and/or Expenses Reimbursed
 
Fees Recouped
November 30, 2014
 
$
201,724
 
November 30, 2017
 
$
-
November 30, 2015
 
$
140,556
 
November 30, 2018
 
$
-
March 31, 2016
 
$
51,421
 
September 30, 2019
 
$
-
                 
Baywood SociallyResponsible Fund
 
Amount of Fees Waived and/or Expenses Reimbursed
 
Expiration Date to Recoup Fees Waived and/or Expenses Reimbursed
 
Fees Recouped
March 31, 2016
 
$
26,508
 
September 30, 2019
 
$
-
                 

Note 5. Security Transactions
The cost of purchases and proceeds from sales of investment securities (including maturities), other than short-term investments during the period ended March 31, 2016, were as follows:

   
Purchases
 
Sales
Baywood ValuePlus Fund
 
$
210,131
 
$
163,844
Baywood SociallyResponsible Fund
   
29,325,038
   
281,079,827

 
Note 6. Federal Income Tax
As of November 30, 2015, distributable earnings (accumulated loss) for the Baywood ValuePlus Fund on a tax basis were as follows:
Undistributed Ordinary Income
 
$
210,999
 
Undistributed Long-Term Gain
   
43,653
 
Unrealized Appreciation
   
51,797
 
Total
 
$
306,449
 
         
The difference between components of distributable earnings on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales.
As of September 30, 2015, distributable earnings (accumulated loss) for the Baywood SociallyResponsible Fund on a tax basis were as follows:
Undistributed Ordinary Income
 
$
76,792
 
Undistributed Long-Term Gain
   
1,788,307
 
Unrealized Depreciation
   
(14,652,348
)
Total
 
$
(12,787,249
)

Note 7. Subsequent Events
Subsequent events occurring after the date of this report through the date these financial statements were issued have been evaluated for potential impact and each Fund has had no such events.
 
 
22
 
 
 

 
BAYWOOD FUNDS
ADDITIONAL INFORMATION
MARCH 31, 2016
 
 
Investment Advisory Agreement Approval

On September 10, 2015, the Trustees met in person with independent legal counsel to the Independent Trustees ("Independent Legal Counsel"), representatives of the Advisor, and others to consider information related to the approval of the investment advisory agreement between the Trust, on behalf of the Baywood SociallyResponsible Fund, and the Advisor for the performance of investment advisory services to the Baywood SociallyResponsible Fund. A description of the Board's conclusions in approving the agreement follows.
In preparation for its September meeting of the Board of Trustees of the Trust ("September Meeting"), the Trustees were presented with a range of information to assist in their deliberations. Those materials included a copy of the proposed investment advisory agreement and information from Lipper, Inc. ("Lipper"), a leading independent source of data about the mutual fund industry, which compared the 's proposed investment advisory fee and total expense ratio with an appropriate group of peer funds that were selected by Lipper. The materials also included other information regarding the fee arrangement. The Trustees also received a memorandum from Independent Legal Counsel concerning their responsibilities with respect to the approval of the investment advisory agreement. The Independent Trustees met in executive session with Independent Legal Counsel while deliberating.

The Board also reviewed information provided by the Advisor concerning the following:

·
the reorganization of the Baywood SociallyResponsible Fund from an existing fund family into the Trust and discussions with the Advisor regarding proposed changes in the services, fees, or expenses, if any, with respect to the Baywood SociallyResponsible Fund as a result of the reorganization;
·
the nature and extent of the services to be provided by the Advisor, including information about the investment objective, policies and strategies applicable to the Baywood SociallyResponsible Fund;
·
the personnel of the Advisor, including educational background, experience in the investment management industry, and the ability of the Advisor to retain qualified personnel;
·
the compliance program of the Advisor;
·
the financial condition and stability of the Advisor;
·
the potential for the Advisor to derive benefits that are ancillary to serving as an investment advisor to the Baywood SociallyResponsible Fund;
·
the profitability of the Advisor from the advisory fee to be paid by the Baywood SociallyResponsible Fund, including information concerning the advisory fees of funds considered by the Advisor to be comparable;
·
the performance of the predecessor fund to the Baywood SociallyResponsible Fund;
·
the investing philosophy and historical performance of the Advisor; and
·
the terms of the proposed investment advisory agreement, including the fees payable under the agreement, and the commitment of the Advisor to provide expense caps and fee waivers for the Baywood SociallyResponsible Fund.

At the September Meeting, the Trustees reviewed, evaluated, and discussed among themselves and with the Advisor and Independent Legal Counsel, among other things, the information referenced above. The Trustees also considered the overall reputation, capabilities, and commitment of the Advisor to provide high-quality services to the Baywood SociallyResponsible Fund. The Independent Trustees engaged in discussion and consideration amongst themselves, and with the Advisor and Independent Legal Counsel. The Trustees concluded that the nature and extent of the investment advisory services to be provided by the Advisor to the Baywood SociallyResponsible Fund would be appropriate and consistent with the terms of the investment advisory agreement, including the amount of fees to be paid under the advisory agreement. At the September Meeting, the Board unanimously approved the investment advisory agreement. The Trustees agreed that no single factor was determinative of their decision to approve the investment advisory agreement.

 
 
 
 
23
 
 
 

 
BAYWOOD FUNDS
ADDITIONAL INFORMATION
MARCH 31, 2016
 
Shareholder Proxy Vote
At a special meeting of shareholders, held on December 7, 2015, shares were voted as follows on the proposal presented to shareholders:
To approve an Agreement and Plan of Reorganization under which the Predecessor Fund would assign all of its assets and liabilities to the Baywood SociallyResponsible Fund, a series of Forum Funds II, in exchange for shares of the Predecessor Fund in a tax-free reorganization.
For
 
Against
 
Abstain
23,651,473
 
5,787
 
9,624

Proxy Voting Information
A description of the policies and procedures that each Fund uses to determine how to vote proxies relating to securities held in each Fund's portfolio is available, without charge and upon request, by calling (855) 409-2297 and on the U.S. Securities and Exchange Commission's (the "SEC") website at www.sec.gov. Each Fund's proxy voting record for the most recent twelve-month period ended June 30 is available, without charge and upon request, by calling (855) 409-2297 and on the SEC's website at www.sec.gov.
Availability of Quarterly Portfolio Schedules
Each Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. These filings are available, without charge and upon request on the SEC's website at www.sec.gov or 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 (800) SEC-0330.
Shareholder Expense Example
As a shareholder of the Fund, you incur ongoing costs, including management fees, distribution (12b-1) fees (for Investor Shares only) and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from October 1, 2015, through March 31, 2016.
Actual Expenses – The first line under each share class of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during the period.
Hypothetical Example for Comparison Purposes – The second line under each share class of the table below provides information about hypothetical account values and hypothetical expenses based on each Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not each Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in each Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.
 
 
 
24
 
 
 

 
BAYWOOD FUNDS
ADDITIONAL INFORMATION
MARCH 31, 2016
 

 
Beginning
 
Ending
 
Expenses
 
Annualized
 
Account Value
 
Account Value
 
Paid During
 
Expense
 
October 1, 2015
 
March 31, 2016
 
Period*
 
Ratio*
Baywood ValuePlus Fund
                     
 Investor Shares
                     
 Actual
$
      1,000.00
 
$
      1,075.89
 
$
    4.93
 
0.95
%
 Hypothetical (5% return before taxes)
$
      1,000.00
 
$
      1,020.25
 
$
    4.80
 
0.95
%
 Institutional Shares
                     
 Actual
$
      1,000.00
 
$
      1,077.64
 
$
    3.64
 
0.70
%
 Hypothetical (5% return before taxes)
$
      1,000.00
 
$
      1,021.50
 
$
    3.54
 
0.70
%
                       
 
 Baywood SociallyResponsible Fund
                     
 
 Investor Shares
                     
 Actual
$
      1,000.00
 
$
          992.73
 
$
6.73
 
1.35
%
 Hypothetical (5% return before taxes)
$
      1,000.00
 
$
      1,018.25
 
$
    6.81
 
1.35
%
 Institutional Shares
                     
 Actual
$
      1,000.00
 
$
          992.94
 
$
    4.43
 
0.89
%
 Hypothetical (5% return before taxes)
$
      1,000.00
 
$
      1,020.55
 
$
    4.50
 
0.89
%
                       
 

* Expenses are equal to each Fund's annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year divided by 366 to reflect the half-year period.
 
25
 
 
 

 

 
 
 
ITEM 2. CODE OF ETHICS.
Not applicable.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable

ITEM 6. INVESTMENTS.
(a)
Included as part of report to shareholders under Item 1.
(b)
Not applicable.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.

ITEM 8.  PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant does not accept nominees to the board of trustees from shareholders.

ITEM 11. CONTROLS AND PROCEDURES
(a) The Registrant's Principal Executive Officer and Principal Financial Officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the "Act")) are effective, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as of a date within 90 days of the filing date of this report.
 (b) There were no changes in the Registrant's internal control over financial reporting (as defined in
Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

ITEM 12. EXHIBITS.

(a)(1)  Not applicable.

(a)(2) Certifications pursuant to Rule 30a-2(a) of the Act, and Section 302 of the Sarbanes-Oxley Act of 2002. (Exhibits filed herewith)

(a)(3)  Not applicable.

(b)      Certifications pursuant to Rule 30a-2(b) of the Act, and Section 906 of the Sarbanes-Oxley Act of 2002. (Exhibit filed herewith)


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 Forum Funds II

By
/s/ Jessica Chase
 
 
Jessica Chase, Principal Executive Officer
 
     
Date
May 19, 2016
 

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
/s/ Jessica Chase
 
 
Jessica Chase, Principal Executive Officer
 
     
Date
May 19, 2016
 


By
/s/ Karen Shaw
 
 
Karen Shaw, Principal Financial Officer
 
     
Date
May 19, 2016