N-CSRS 1 dncsrs.htm
As filed with the Securities and Exchange Commission on October 12, 2017

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: February 28

Date of reporting period: March 1, 2017 – August 31, 2017
ITEM 1. REPORT TO STOCKHOLDERS.
 


NWS INTERNATIONAL PROPERTY FUND
SCHEDULE OF INVESTMENTS
AUGUST 31, 2017
 
 
Shares
 
Security
Description
 
Value
 
Common Stock - 93.0%
Australia - 10.6%
 
100,500
 
Mirvac Group REIT
$
185,351
 
 
50,370
 
Stockland REIT
 
177,384
 
 
36,270
 
The GPT Group REIT
 
144,164
 
 
46,400
 
Vicinity Centres REIT
 
96,640
 
   
603,539
 
China - 7.2%
 
58,000
 
China Overseas Land & Investment, Ltd.
 
202,703
 
 
28,000
 
China Resources Land, Ltd.
 
87,480
 
 
132,992
 
KWG Property Holding, Ltd.
 
120,998
 
   
411,181
 
France - 8.4%
 
6,800
 
Carmila REIT
 
189,829
 
 
320
 
Gecina SA REIT
 
49,866
 
 
5,860
 
Klepierre SA REIT
 
236,139
 
   
475,834
 
Germany - 4.0%
 
4,680
 
ADO Properties SA (a)
 
228,117
 
Hong Kong - 16.6%
 
13,500
 
Hongkong Land Holdings, Ltd.
 
100,035
 
 
35,000
 
Hysan Development Co., Ltd.
 
161,901
 
 
57,000
 
Kerry Properties, Ltd.
 
225,793
 
 
127,303
 
New World Development Co., Ltd.
 
174,059
 
 
17,000
 
Sun Hung Kai Properties, Ltd.
 
283,705
 
   
945,493
 
Japan - 17.4%
 
5,500
 
Aeon Mall Co., Ltd.
 
98,858
 
 
7,800
 
Daiwa House Industry Co., Ltd.
 
272,948
 
 
11,000
 
Mitsui Fudosan Co., Ltd.
 
237,941
 
 
8,000
 
Sumitomo Realty & Development Co., Ltd.
 
242,107
 
 
23,000
 
Tokyu Fudosan Holdings Corp.
 
137,245
 
   
989,099
 
Netherlands - 3.8%
 
850
 
Unibail-Rodamco SE REIT
 
216,088
 
Singapore - 6.6%
 
68,000
 
CapitaLand, Ltd.
 
189,564
 
 
21,600
 
City Developments, Ltd.
 
186,538
 
   
376,102
 
Spain - 4.0%
 
16,566
 
Merlin Properties Socimi SA REIT
 
228,271
 
Sweden - 2.3%
 
6,400
 
Fabege AB
 
128,391
 
Thailand - 3.5%
 
61,300
 
Central Pattana PCL, NVDR
 
132,920
 
 
224,200
 
Land & Houses PCL, NVDR
 
65,494
 
   
198,414
 
 
Shares
 
 
Security
Description
 
Value
 
United Kingdom - 8.6%
 
13,963
 
Great Portland Estates PLC REIT
$
109,326
 
 
8,300
 
Land Securities Group PLC REIT
 
108,401
 
 
15,500
 
Segro PLC REIT
 
107,832
 
 
13,000
 
The UNITE Group PLC REIT (b)
 
116,495
 
 
15,100
 
Urban & Civic PLC
 
49,791
 
   
491,845
 
Total Common Stock
(Cost $4,673,627)
 
5,292,374
 
Total Investments - 93.0%
(Cost $4,673,627)*
$
5,292,374
 
Other Assets & Liabilities, Net – 7.0%
 
400,272
 
Net Assets – 100.0%
$
5,692,646
 
 
NVDR
Non-Voting Depositary Receipt
PCL
Public Company Limited
PLC
Public Limited Company
REIT
Real Estate Investment Trust
(a)
Security exempt from registration under Rule 144A under the Securities Act of 1933. At the period end, the value of these securities amounted to $228,117 or 4.0% of net assets.
(b)
Non-income producing security.
 
*  Cost for federal income tax purposes is substantially the same as for financial statement purposes and net unrealized appreciation consists of:
Gross Unrealized Appreciation
 
$
785,787
 
Gross Unrealized Depreciation
   
(167,040
)
Net Unrealized Appreciation
 
$
618,747
 
 
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 August 31, 2017.
 
Valuation Inputs
 
Investments in Securities
Level 1 - Quoted Prices
 
$
5,292,374
 
Level 2 - Other Significant Observable Inputs
   
-
 
Level 3 - Significant Unobservable Inputs
   
-
 
Total
 
$
5,292,374
 
 
The Level 1 value displayed in this table is Common Stock. Refer to this Schedule of Investments for a further breakout of each security by country.
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 August 31, 2017.
 
See Notes to Financial Statements.
1
 

NWS INTERNATIONAL PROPERTY FUND
SCHEDULE OF INVESTMENTS
AUGUST 31, 2017
 
PORTFOLIO HOLDINGS
   
% of Net Assets
   
Australia
10.6
%
China
7.2
%
France
8.4
%
Germany
4.0
%
Hong Kong
16.6
%
Japan
17.4
%
Netherlands
3.8
%
Singapore
6.6
%
Spain
4.0
%
Sweden
2.3
%
Thailand
3.5
%
United Kingdom
8.6
%
Other Assets & Liabilities, Net
7.0
%
 
100.0
%
 
See Notes to Financial Statements.
2
 

NWS INTERNATIONAL PROPERTY FUND
STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 2017
 
ASSETS
       
.
Total investments, at value (Cost $4,673,627)
 
$
5,292,374
 
 
Cash
   
404,900
 
 
Foreign currency (Cost $5)
   
5
 
 
Receivables:
       
   
Investment securities sold
   
5,697
 
   
Dividends and interest
   
22,843
 
   
From investment adviser
   
10,707
 
 
Prepaid expenses
   
6,963
 
Total Assets
 
 
5,743,489
 
             
LIABILITIES
       
 
Payables:
       
   
Investment securities purchased
   
11,393
 
   
Foreign capital gains tax payable
   
7,838
 
 
Accrued Liabilities:
       
   
Trustees' fees and expenses
   
45
 
   
Fund services fees
   
8,593
 
   
Other expenses
   
22,974
 
Total Liabilities
 
 
50,843
 
             
NET ASSETS
 
$
 5,692,646
 
             
COMPONENTS OF NET ASSETS
       
 
Paid-in capital
 
$
5,511,430
 
 
Distributions in excess of net investment income
   
(191,778
)
 
Accumulated net realized loss
   
(238,227
)
 
Net unrealized appreciation
   
611,221
 
NET ASSETS
 
$
5,692,646
 
             
SHARES OF BENEFICIAL INTEREST AT NO PAR VALUE (UNLIMITED SHARES AUTHORIZED)
       
 
Institutional Shares
   
587,755
 
             
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE*
       
 
Institutional Shares (based on net assets of $5,692,646)
 
$
9.69
 
*
Shares redeemed or exchanged within 90 days of purchase are charged a 1.50% redemption fee.
 
See Notes to Financial Statements.
3
 

NWS INTERNATIONAL PROPERTY FUND
STATEMENT OF OPERATIONS
SIX MONTHS ENDED AUGUST 31, 2017
 
INVESTMENT INCOME
           
 
Dividend income (Net of foreign withholding taxes of $10,976)
.
 
$
104,572
   
 
Interest income
   
876
   
Total Investment Income
   
 
105,448
 
 
             
EXPENSES
           
 
Investment adviser fees
   
20,194
   
 
Fund services fees
   
50,975
   
 
Custodian fees
   
5,200
   
 
Registration fees
   
5,125
   
 
Professional fees
   
13,829
   
 
Trustees' fees and expenses
   
1,170
   
 
Other expenses
   
13,704
   
Total Expenses
   
 
110,197
 
 
 
Fees waived and expenses reimbursed
   
(83,271
)
 
Net Expenses
   
 
26,926
 
 
               
NET INVESTMENT INCOME
   
 
78,522
 
 
               
NET REALIZED AND UNREALIZED GAIN (LOSS)
           
 
Net realized gain (loss) on:
         
 
Investments
   
73,007
   
 
Foreign currency transactions
   
(9
)
 
 
Net realized gain
 
 
72,998
 
 
 
Net change in unrealized appreciation (depreciation) on:
         
 
Investments
   
560,471
   
 
Deferred foreign capital gains taxes
   
(4,017
)
 
 
Foreign currency translations
   
244
   
 
Net change in unrealized appreciation (depreciation)
 
 
556,698
 
 
NET REALIZED AND UNREALIZED GAIN
   
 
629,696
 
 
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
   
$
 708,218
 
 
 
See Notes to Financial Statements.
4
 

NWS INTERNATIONAL PROPERTY FUND
STATEMENTS OF CHANGES IN NET ASSETS
 
 
       
 For the Six Months
Ended
August 31, 2017
   
 For the Year
Ended
February 28, 2017
OPERATIONS
                 
 
Net investment income
 
$
78,522
     
$
82,168
 
 
Net realized gain (loss)
   
72,998
       
(193,324
)
 
Net change in unrealized appreciation (depreciation)
   
556,698
       
507,855
 
Increase in Net Assets Resulting from Operations
 
 
708,218
 
   
 
396,699
 
                       
DISTRIBUTIONS TO SHAREHOLDERS FROM
                 
 
Net investment income:
                 
   
Institutional Shares
   
-
       
(339,897
)
                       
CAPITAL SHARE TRANSACTIONS
                 
 
Reinvestment of distributions:
                 
   
Institutional Shares
   
-
       
336,010
 
 
Redemption of shares:
                 
 
2
Institutional Shares
   
-
       
(318,151
)
Increase in Net Assets from Capital Share Transactions
 
 
-
 
   
 
17,859
 
Increase in Net Assets
 
 
708,218
 
   
 
74,661
 
                       
NET ASSETS
                 
 
Beginning of Period
 
 
 4,984,428
 
   
 
 4,909,767
 
 
End of Period (Including line (a))
 
$
 5,692,646
 
   
$
 4,984,428
 
                       
SHARE TRANSACTIONS
                 
 
Reinvestment of distributions:
                 
   
Institutional Shares
   
-
       
42,532
 
 
Redemption of shares:
                 
   
Institutional Shares
   
-
       
(40,069
)
Increase in Shares
 
 
-
 
   
 
2,463
 
                       
(a)
Distributions in excess of net investment income
 
$
(191,778
)
   
$
(270,300
)
 
See Notes to Financial Statements.
5
 

NWS INTERNATIONAL PROPERTY FUND
FINANCIAL HIGHLIGHTS
 
 
These financial highlights reflect selected data for a share outstanding throughout each period.
   
For the Six Months
Ended
August 31, 2017
 
For the Year
Ended
February 28, 2017
 
March 31, 2015 (a)
through
February 29, 2016
 
INSTITUTIONAL SHARES 
                       
NET ASSET VALUE, Beginning of Period 
$
8.48
   
$
8.39
   
$
10.00
   
INVESTMENT OPERATIONS
                       
Net investment income (b)
 
 0.13
     
 0.14
     
 0.05
   
Net realized and unrealized gain (loss)
 
 1.08
   
 
 0.53
   
 
 (1.23
)
 
Total from Investment Operations
 
 1.21
   
 
 0.67
   
 
 (1.18
)
 
DISTRIBUTIONS TO SHAREHOLDERS FROM
                       
Net investment income
 
   
 
 (0.58
)
 
 
 (0.43
)
 
NET ASSET VALUE, End of Period 
$
9.69
   
$
8.48
   
$
8.39
   
TOTAL RETURN 
 
14.27
%(c)
8.50
%
 
(12.09
)%(c)
RATIOS/SUPPLEMENTARY DATA
                       
Net Assets at End of Period (000's omitted)
$5,693
   
$4,984
   
$4,910
   
Ratios to Average Net Assets:
                       
Net investment income 
 
2.92
%(d)
1.59
%
 
0.55
%(d)
Net expenses 
 
1.00
%(d)
1.00
%
 
1.00
%(d)
Gross expenses (e)
 
4.09
%(d)
4.41
%
 
8.26
%(d)
PORTFOLIO TURNOVER RATE
 
20
%(c)
30
%
 
17
%(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.
6
 

NWS GLOBAL PROPERTY FUND
SCHEDULE OF INVESTMENTS
AUGUST 31, 2017
 
 
Shares
 
Security
Description
 
Value
 
Common Stock - 97.4%
Australia - 5.1%
 
8,800
 
Stockland REIT
$
30,990
 
 
9,400
 
Vicinity Centres REIT
 
19,578
 
   
50,568
 
China – 3.3%
 
4,000
 
China Overseas Land & Investment, Ltd.
 
13,980
 
 
6,000
 
China Resources Land, Ltd.
 
18,746
 
   
32,726
 
France - 4.1%
 
860
 
Carmila REIT
 
24,008
 
 
400
 
Klepierre SA REIT
 
16,119
 
   
40,127
 
Germany - 3.2%
 
650
 
ADO Properties SA (a)
 
31,683
 
Hong Kong – 8.7%
 
4,000
 
Hysan Development Co., Ltd.
 
18,503
 
 
5,500
 
Kerry Properties, Ltd.
 
21,787
 
 
9,125
 
New World Development Co., Ltd.
 
12,476
 
 
2,000
 
Sun Hung Kai Properties, Ltd.
 
33,377
 
   
86,143
 
Japan - 8.8%
 
900
 
Aeon Mall Co., Ltd.
 
16,177
 
 
800
 
Daiwa House Industry Co., Ltd.
 
27,995
 
 
2,000
 
Mitsui Fudosan Co., Ltd.
 
43,262
 
   
87,434
 
Netherlands - 2.1%
 
80
 
Unibail-Rodamco SE REIT
 
20,338
 
Singapore - 1.7%
 
1,900
 
City Developments, Ltd.
 
16,408
 
Spain - 2.1%
 
1,540
 
Merlin Properties Socimi SA REIT
 
21,220
 
Sweden - 1.6%
 
810
 
Fabege AB
 
16,249
 
United Kingdom - 4.4%
 
1,194
 
Great Portland Estates PLC REIT
 
9,349
 
 
740
 
Land Securities Group PLC REIT
 
9,665
 
 
1,970
 
Segro PLC REIT
 
13,705
 
 
1,150
 
The UNITE Group PLC REIT (b)
 
10,305
 
   
43,024
 
United States - 52.3%
 
120
 
AvalonBay Communities, Inc. REIT (b)
 
22,528
 
 
1,100
 
CareTrust REIT, Inc.
 
21,219
 
 
2,460
 
Cousins Properties, Inc. REIT
 
23,001
 
 
460
 
DCT Industrial Trust, Inc. REIT
 
26,841
 
 
860
 
Douglas Emmett, Inc. REIT
 
33,506
 
 
Shares
 
 
Security
Description
 
Value
 
 
330
 
Equity LifeStyle Properties, Inc. REIT
$
29,419
 
 
220
 
Extra Space Storage, Inc. REIT
 
17,079
 
 
160
 
Federal Realty Investment Trust REIT
 
20,309
 
 
520
 
Healthcare Realty Trust, Inc. REIT
 
17,306
 
 
400
 
Highwoods Properties, Inc. REIT
 
20,892
 
 
180
 
Life Storage, Inc. REIT
 
13,246
 
 
220
 
Mid-America Apartment Communities, Inc. REIT
 
23,421
 
 
350
 
National Health Investors, Inc. REIT
 
28,063
 
 
870
 
NexPoint Residential Trust, Inc. REIT
 
20,271
 
 
2,160
 
Paramount Group, Inc. REIT
 
34,085
 
 
325
 
Regency Centers Corp. REIT
 
20,904
 
 
110
 
Simon Property Group, Inc. REIT
 
17,253
 
 
1,280
 
Summit Hotel Properties, Inc. REIT
 
18,995
 
 
300
 
Sun Communities, Inc. REIT
 
27,093
 
 
1,330
 
Sunstone Hotel Investors, Inc. REIT
 
21,014
 
 
600
 
Tanger Factory Outlet Centers, Inc. REIT
 
14,040
 
 
790
 
Terreno Realty Corp. REIT
 
28,637
 
 
340
 
The Macerich Co. REIT
 
17,942
 
   
517,064
 
Total Common Stock
(Cost $901,483)
 
962,984
 
Total Investments - 97.4%
(Cost $901,483)*
$
962,984
 
Other Assets & Liabilities, Net – 2.6%
 
25,628
 
Net Assets – 100.0%
$
988,612
 
 
PLC
Public Limited Company
REIT
Real Estate Investment Trust
(a)
Security exempt from registration under Rule 144A under the Securities Act of 1933. At the period end, the value of these securities amounted to $31,683 or 3.2% of net assets.
(b)
Non-income producing security.
 
*  Cost for federal income tax purposes is substantially the same as for financial statement purposes and net unrealized appreciation consists of:
Gross Unrealized Appreciation
 
$
89,010
 
Gross Unrealized Depreciation
   
(27,509
)
Net Unrealized Appreciation
 
$
61,501
 
 
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 August 31, 2017.
 
See Notes to Financial Statements.
7
 

NWS GLOBAL PROPERTY FUND
SCHEDULE OF INVESTMENTS
AUGUST 31, 2017
 
Valuation Inputs
 
Investments in Securities
Level 1 - Quoted Prices
 
$
962,984
 
Level 2 - Other Significant Observable Inputs
   
-
 
Level 3 - Significant Unobservable Inputs
   
-
 
Total
 
$
962,984
 
 
The Level 1 value displayed in this table is Common Stock. Refer to this Schedule of Investments for a further breakout of each security by country.
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 August 31, 2017.
 
PORTFOLIO HOLDINGS
   
% of Net Assets
   
Australia
5.1
%
China
3.3
%
France
4.1
%
Germany
3.2
%
Hong Kong
8.7
%
Japan
8.8
%
Netherlands
2.1
%
Singapore
1.7
%
Spain
2.1
%
Sweden
1.6
%
United Kingdom
4.4
%
United States
52.3
%
Other Assets & Liabilities, Net
2.6
%
 
100.0
%
 
See Notes to Financial Statements.
8
 

NWS GLOBAL PROPERTY FUND
STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 2017
 
ASSETS
       
.
Total investments, at value (Cost $901,483)
 
$
962,984
 
 
Cash
   
22,705
 
 
Receivables:
       
   
Dividends and interest
   
1,459
 
   
From investment adviser
   
17,246
 
 
Prepaid expenses
   
1,229
 
 
Deferred offering costs
   
6,741
 
Total Assets
 
 
1,012,364
 
             
LIABILITIES
       
 
Accrued Liabilities:
       
   
Trustees' fees and expenses
   
64
 
   
Fund services fees
   
8,200
 
   
Other expenses
   
15,488
 
Total Liabilities
 
 
23,752
 
             
NET ASSETS
 
$
 988,612
 
             
COMPONENTS OF NET ASSETS
       
 
Paid-in capital
 
$
920,526
 
 
Undistributed net investment income
   
9,157
 
 
Accumulated net realized loss
   
(2,588
)
 
Net unrealized appreciation
   
61,517
 
NET ASSETS
 
$
988,612
 
             
SHARES OF BENEFICIAL INTEREST AT NO PAR VALUE (UNLIMITED SHARES AUTHORIZED)
       
 
Institutional Shares
   
90,538
 
             
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE*
       
 
Institutional Shares (based on net assets of $988,612)
 
$
10.92
 
*
Shares redeemed or exchanged within 90 days of purchase are charged a 1.50% redemption fee.
 
See Notes to Financial Statements.
9
 

NWS GLOBAL PROPERTY FUND
STATEMENT OF OPERATIONS
SIX MONTHS ENDED AUGUST 31, 2017
 
INVESTMENT INCOME
           
 
Dividend income (Net of foreign withholding taxes of $832)
.
 
$
12,885
   
 
Interest income
   
118
   
Total Investment Income
   
 
13,003
 
 
             
EXPENSES
           
 
Investment adviser fees
   
3,150
   
 
Fund services fees
   
44,619
   
 
Custodian fees
   
4,995
   
 
Registration fees
   
2,755
   
 
Professional fees
   
11,244
   
 
Trustees' fees and expenses
   
1,100
   
 
Offering costs
   
15,695
   
 
Other expenses
   
11,948
   
Total Expenses
   
 
95,506
 
 
 
Fees waived and expenses reimbursed
   
(91,305
)
 
Net Expenses
   
 
4,201
 
 
               
NET INVESTMENT INCOME
   
 
8,802
 
 
               
NET REALIZED AND UNREALIZED GAIN (LOSS)
           
 
Net realized gain (loss) on:
         
 
Investments
   
(4,002
)
 
 
Foreign currency transactions
   
105
   
 
Net realized loss
 
 
(3,897
)
 
 
Net change in unrealized appreciation (depreciation) on:
         
 
Investments
   
34,057
   
 
Foreign currency translations
   
5
   
 
Net change in unrealized appreciation (depreciation)
 
 
34,062
 
 
NET REALIZED AND UNREALIZED GAIN
   
 
30,165
 
 
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
   
$
 38,967
 
 
               
 
See Notes to Financial Statements.
10
 

NWS GLOBAL PROPERTY FUND
STATEMENTS OF CHANGES IN NET ASSETS
 
 
       
 For the Six Months
Ended
August 31, 2017
   
 December 16, 2016*
through
February 28, 2017
OPERATIONS
                 
 
Net investment income
 
$
8,802
     
$
2,885
 
 
Net realized gain (loss)
   
(3,897
)
     
1,333
 
 
Net change in unrealized appreciation (depreciation)
   
34,062
       
27,455
 
Increase in Net Assets Resulting from Operations
 
 
38,967
 
   
 
31,673
 
                       
DISTRIBUTIONS TO SHAREHOLDERS FROM
                 
 
Net investment income:
                 
   
Institutional Shares
   
-
       
(2,554
)
                       
CAPITAL SHARE TRANSACTIONS
                 
 
Sale of shares:
                 
   
Institutional Shares
   
200,000
       
718,161
 
 
Reinvestment of distributions:
                 
   
Institutional Shares
   
-
       
2,365
 
Increase in Net Assets from Capital Share Transactions
 
 
200,000
 
   
 
720,526
 
Increase in Net Assets
 
 
238,967
 
   
 
749,645
 
                       
NET ASSETS
                 
 
Beginning of Period
 
 
 749,645
 
   
 
 -
 
 
End of Period (Including line (a))
 
$
 988,612
 
   
$
 749,645
 
                       
SHARE TRANSACTIONS
                 
 
Sale of shares:
                 
   
Institutional Shares
   
18,484
       
71,816
 
 
Reinvestment of distributions:
                 
   
Institutional Shares
   
-
       
238
 
Increase in Shares
 
 
18,484
 
   
 
72,054
 
                       
(a)
Undistributed net investment income
 
$
9,157
 
   
$
355
 
*
Commencement of operations.
                 
 
See Notes to Financial Statements.
11
 

NWS GLOBAL PROPERTY FUND
FINANCIAL HIGHLIGHTS
 
 
These financial highlights reflect selected data for a share outstanding throughout each period.
   
For the Six Months
Ended
August 31, 2017
 
December 16, 2016 (a)
through
February 28, 2017
 
INSTITUTIONAL SHARES 
               
NET ASSET VALUE, Beginning of Period 
$
10.40
   
$
10.00
   
INVESTMENT OPERATIONS
               
Net investment income (b)
 
 0.11
     
 0.04
   
Net realized and unrealized gain
 
 0.41
   
 
 0.40
   
Total from Investment Operations
 
 0.52
   
 
 0.44
   
DISTRIBUTIONS TO SHAREHOLDERS FROM
               
Net investment income
 
   
 
 (0.04
)
 
NET ASSET VALUE, End of Period 
$
10.92
   
$
10.40
   
TOTAL RETURN 
 
5.00
%(c)
4.37
%(c)
RATIOS/SUPPLEMENTARY DATA
               
Net Assets at End of Period (000's omitted)
$989
   
$750
   
Ratios to Average Net Assets:
               
Net investment income 
 
2.10
%(d)
1.98
%(d)
Net expenses 
 
1.00
%(d)
1.00
%(d)
Gross expenses (e)
 
22.74
%(d)
33.40
%(d)
PORTFOLIO TURNOVER RATE
 
11
%(c)
17
%(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.
12
 

NWS FUNDS
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2017
 
Note 1. Organization
NWS International Property Fund and NWS Global Property 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, as amended (the "Act"). 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 NWS International Property Fund and NWS Global Property Fund commenced operations on March 31, 2015, and December 16, 2016, respectively. Each Fund currently offers one class of shares: Institutional Shares. Each Fund seeks to generate maximum total return through current income and capital appreciation by investing in real estate-related and equity-linked securities internationally.
Note 2. Summary of Significant Accounting Policies
The Funds are investment companies and follow accounting and reporting guidance under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 946, "Financial Services-Investment Companies". 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 – Securities are valued at market prices using the last quoted trade or official closing price from the principal exchange where the security is traded, as provided by independent pricing services on each Fund business day. In the absence of a last trade, securities are valued at the mean of the last bid and ask price provided by the pricing service. Shares of non-exchange traded 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.
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 not readily available or (2) the Adviser, as defined in Note 4, 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 that 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.
GAAP 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 August 31, 2017, for each Fund's investments is included at the end of each Fund's Schedule of Investments.
 
13
 

NWS FUNDS
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2017
 
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 determining 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.
Foreign Currency Translations – Foreign currency amounts are translated into U.S. dollars as follows: (1) assets and liabilities at the rate of exchange at the end of the respective period; and (2) purchases and sales of securities and income and expenses at the rate of exchange prevailing on the dates of such transactions. The portion of the results of operations arising from changes in the exchange rates and the portion due to fluctuations arising from changes in the market prices of securities are not isolated. Such fluctuations are included with the net realized and unrealized gain or loss on investments.
Foreign Currency Transactions – Each Fund may enter into transactions to purchase or sell foreign currency contracts and options on foreign currency. Forward currency contracts are agreements to exchange one currency for another at a future date and at a specified price. A fund may use forward currency contracts to facilitate transactions in foreign securities, to manage a fund's foreign currency exposure and to protect the U.S. dollar value of its underlying portfolio securities against the effect of possible adverse movements in foreign exchange rates. These contracts are intrinsically valued daily based on forward rates, and a fund's net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is recorded as a component of NAV. These instruments involve market risk, credit risk, or both kinds of risks, in excess of the amount recognized in the Statements of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates. Due to the risks associated with these transactions, a fund could incur losses up to the entire contract amount, which may exceed the net unrealized value included in its NAV.
Distributions to Shareholders – Each Fund declares any dividends from net investment income and pays them annually. Any net capital gains and net foreign currency gains realized by the Funds are distributed 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 continue to qualify each year as a regulated investment company under Subchapter M of Chapter 1, Subtitle A, 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. Each 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 August 31, 2017, there are no uncertain tax positions that would require financial statement recognition, de-recognition or disclosure.
REITs – Each Fund has made certain investments in real estate investment trusts ("REITs") which pay dividends to their shareholders based upon funds available from operations. It is quite common for these dividends to exceed the REIT's taxable earnings and profits resulting in the excess portion of such dividends being designated as a return of capital. Each Fund may include the gross dividends from such REITs in income or may utilize estimates of any potential REIT dividend reclassifications in each Fund's annual distributions to shareholders and, accordingly, a portion of each Fund's distributions may be designated as a return of capital, require reclassification, or be under distributed on an excise basis and subject to excise tax.
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 for the NWS Global Property Fund of $29,915 consisted of fees related to the mailing and printing of the initial prospectus, certain startup legal costs, and initial registration filings. Such costs are amortized over a twelve-month period beginning with the commencement of operations of the NWS Global Property Fund.
Redemption Fees – A shareholder who redeems or exchanges shares within 90 days of purchase will incur a redemption fee of 1.50% of the current NAV of shares redeemed or exchanged, subject to certain limitations. The fee is charged for the benefit of the
 
 
14
 

NWS FUNDS
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2017
 
remaining shareholders and will be paid to each Fund to help offset transaction costs. The fee is accounted for as an addition to paid-in capital. Each Fund reserves the right to modify the terms of or terminate the fee at any time. There are limited exceptions to the imposition of the redemption fee. Redemption fees incurred for the Funds, if any, are reflected on the Statements of Changes in Net Assets.
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. Cash – Concentration in Uninsured Account
For cash management purposes, each Fund may concentrate cash with each Fund's custodian. This typically results in cash balances exceeding the Federal Deposit Insurance Corporation ("FDIC") insurance limits. As of August 31, 2017, the NWS International Property Fund had $154,900 at MUFG Union Bank, N.A. that exceeded the FDIC insurance limit.
Note 4. Fees and Expenses
Investment Adviser – Northwood Securities LLC (the "Adviser") is the investment adviser to each Fund. Pursuant to an investment advisory agreement, the Adviser receives an advisory fee, payable monthly, from each Fund at an annual rate of 0.75% of each Fund's average daily net assets.
Distribution – Foreside Fund Services, LLC serves as each Fund's distributor (the "Distributor"). The Funds do not have a distribution (12b-1) plan; accordingly, the Distributor does not receive compensation from the Funds for its distribution services. The Adviser compensates the Distributor directly for its services. 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. The fees related to these services are included in Fund services fees within the Statements of Operations. 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) for service to the Trust. 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 5. Expense Reimbursement and Fees Waived
The Adviser has contractually agreed to waive its fee and/or reimburse each Fund expenses to limit total annual fund operating expenses (excluding all taxes, interest, portfolio transaction expenses, acquired fund fees and expenses, proxy expenses and extraordinary expenses) to 1.00% through at least June 30, 2018, of the NWS International Property Fund and NWS Global Property 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 August 31, 2017, fees waived and/or reimbursed expenses were as follows:
 
Investment Adviser
Fees Waived
 
Investment Adviser
Expenses Reimbursed
 
Other Waivers
 
Total Fees Waived and
Expenses Reimbursed
NWS International Property Fund
$
20,194
 
$
56,890
 
$
6,187
 
$
83,271
NWS Global Property Fund
$
3,150
 
$
81,790
 
$
6,365
 
$
91,305
 
The Funds may repay the Adviser for fees waived and expenses reimbursed pursuant to the expense cap if such payment (1) is made within three years of the fee waiver or expense reimbursement (2) is approved by the Board and (3) does not cause the net annual operating expenses of each Fund to exceed the lesser of (i) the current expense cap, or (ii) the expense cap in place at the time the
 
 
15
 

NWS FUNDS
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2017
 
fees/expenses were waived or reimbursed. As of August 31, 2017, $427,872 and $129,742 are subject to recoupment by the Adviser for the NWS International Property Fund and NWS Global Property Fund, respectively.
Note 6. Security Transactions
The cost of purchases and proceeds from sales of investment securities (including maturities), other than short-term investments during the period ended August 31, 2017, were as follows:
 
   
Purchases
 
Sales
NWS International Property Fund
 
$
993,193
 
$
971,563
NWS Global Property Fund
 
$
322,322
 
$
85,985
 
Note 7. Federal Income Tax
As of February 28, 2017, distributable earnings (accumulated loss) on a tax basis were as follows:
   
Undistributed
Ordinary Income
 
Undistributed
Long-Term Gain
 
Capital and Other
Losses
 
Unrealized
Appreciation
(Depreciation)
 
Total
NWS International Property Fund
 
$
49,824
   
$
-
   
$
(291,570
)
 
$
(285,256
)
 
$
(527,002
)
NWS Global Property Fund
 
$
14,385
   
$
176
   
$
-
   
$
14,558
   
$
29,119
 
 
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 currency gain/loss, investments in passive foreign investment companies ("PFIC"), REITs and wash sales.
As of February 28, 2017, the NWS International Property Fund had $87,216 of available short-term capital loss carryforwards and $147,166 of available long-term capital loss carryforwards that have no expiration date.
For tax purposes, the prior year post-October loss was $57,188 for NWS International Property Fund (realized during the period November 1, 2016 through February 28, 2017). This loss was recognized for tax purposes on the first business day of the Fund's current fiscal year, March 1, 2017.
Note 8. Recent Accounting Pronouncements
In October 2016, the U.S. Securities and Exchange Commission ("SEC") issued a new rule, Investment Company Reporting Modernization, which, among other provisions, amends Regulation S-X to require standardized enhanced disclosures, particularly related to derivatives, in investment company financial statements. The compliance date for the amendments to Regulation S-X is for reporting periods ending after August 1, 2017. Management has reviewed the requirements and believes the adoption of the amendments to Regulation S-X will not have a material impact on the Funds' financial statements and related disclosures.
Note 9. 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.
 
 
16
 

NWS FUNDS
ADDITIONAL INFORMATION
AUGUST 31, 2017
 
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) 218-5182 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 (844) 218-5182 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 Funds, you incur two types of costs: (1) transaction costs, including redemption fees, and (2) ongoing costs, including management fees, 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 March 1, 2017, through August 31, 2017.
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 and do not reflect any transactional costs, such as redemption fees. 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. In addition, if these transactional costs were included, your costs would have been higher.
 
Beginning
 
Ending
 
Expenses
 
Annualized
 
Account Value
 
Account Value
 
Paid During
 
Expense
 
March 1, 2017
 
August 31, 2017
 
Period*
 
Ratio*
NWS International Property Fund
                     
 Institutional Shares
                     
 Actual
$
      1,000.00
 
$
      1,142.69
 
$
    5.40
 
1.00
%
 Hypothetical (5% return before expenses)
$
      1,000.00
 
$
      1,020.16
 
$
    5.09
 
1.00
%
NWS Global Property Fund
                     
 Institutional Shares
                     
 Actual
$
      1,000.00
 
$
      1,050.00
 
$
    5.17
 
1.00
%
 Hypothetical (5% return before expenses)
$
      1,000.00
 
$
      1,020.16
 
$
    5.09
 
1.00
%
 
*
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 (184) divided by 365 to reflect the half-year period.
 
17
 


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
 October 11, 2017  
 
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
 October 11, 2017  
 
By
 /s/ Karen Shaw  
 
Karen Shaw, Principal Financial Officer
 
     
Date
 October 11, 2017