N-CSR 1 acuitas_ncsr.htm
As filed with the Securities and Exchange Commission on August 28, 2018

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: June 30

Date of reporting period: July 1, 2017 – June 30, 2018

 
 
 


 
ITEM 1. REPORT TO STOCKHOLDERS.
 
 
 
 
 
 

 

(ACUITAS FUNDS LOGO) 

 

ACUITAS INTERNATIONAL SMALL CAP FUND

 

ACUITAS US MICROCAP FUND

 

ANNUAL REPORT

 

June 30, 2018


 

TABLE OF CONTENTS

 

 

Acuitas International Small Cap Fund  
A Message to Our Shareholders (Unaudited) 2
Performance Chart and Analysis (Unaudited) 5
Schedule of Investments 6
Statement of Assets and Liabilities 10
Statement of Operations 11
Statements of Changes in Net Assets 12
Financial Highlights 13
Acuitas US Microcap Fund  
A Message to Our Shareholders (Unaudited) 14
Performance Chart and Analysis (Unaudited) 17
Schedule of Investments 18
Statement of Assets and Liabilities 20
Statement of Operations 21
Statements of Changes in Net Assets 22
Financial Highlights 23
Notes to Financial Statements 24
Report of Independent Registered Public Accounting Firm 29
Additional Information (Unaudited) 30

ACUITAS INTERNATIONAL SMALL CAP FUND

A MESSAGE TO OUR SHAREHOLDERS (Unaudited)

JUNE 30, 2018

 

Dear Shareholders:

 

As of June 30, 2018, the Acuitas International Small Cap Fund’s (the “Fund”) net asset value was $10.17 per share with total net assets at $48.0 million. Year-to-date, the Fund has returned -3.14% net of all fees, compared to -3.59% for the Russell Global ex-US Small Cap Index (the “Index”). This represents 45 basis points of outperformance vs. the Index so far in 2018. Since the July 18, 2014 inception, the Fund has returned 3.12% net of all fees and expenses, underperforming the Index’s 5.05% return by -193 basis points over the same time period. The Fund’s gross expense ratio, gross of any fee or expense waivers is 2.05% for Institutional Shares. For the most recent month-end performance, please call (844) 805-5628.

 

Performance data quoted represents past performance, which does not guarantee future results. Investment return and principal value will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost; and the current performance may be lower or higher than the performance data quoted.

 

The Acuitas International Small Cap Fund uses a multi-manager structure to invest in publicly traded international small cap companies. We tend to think of small caps as stocks with market caps of $4 billion or less. The Fund invests in equity securities and does not use derivative instruments.

 

Over the last year we have witnessed a multitude of impactful events affecting non-U.S. markets. We have seen both threats and early actions toward a trade war, oil prices that have risen dramatically and the impact of Fed tightening in the United States. The geopolitical risk represented from tensions between North Korea and the U.S. was perceived to decline after the leaders met and markets appreciated the news, but there has still been little substantial progress regarding formal agreements. The UK continues toward Brexit with pressure mounting on leadership and lack of a formal plan. Meanwhile the ECB is preparing to raise interest rates next year amid the backdrop of an improving economy.

 

From a sector standpoint, the biggest contributors to the Fund were consumer discretionary, energy and staples. Stock selection was the driver of returns for all three sectors. While the energy index weight is only 4%, the energy sector was up over 20% while the Fund’s energy holdings were up 27% in aggregate.

 

The greatest detractors from a sector standpoint were health care and producer durables. Again it was stock selection that was most impactful, particularly in producer durables. Producer durables was the largest weight in the Index and impacted the Fund by approximately -262 basis points of underperformance for the year.

 

Since the beginning of the year, from a country perspective, our zero weight to India was a benefit for the year as India was down around -20%. Stock selection within Japan was positive and added approximately 47 basis points to the Fund’s return. Our overweight to Norway and stock selection within the country added approximately 87 basis points to the Fund’s return. Over the past year, our Norway exposure added approximately 98 basis points to the Fund’s return.

 

A few of the leaders for the Fund were:

 

Round One Corporation – Round One is a Japanese amusement store chain that was the top contributor to the Fund’s performance. The stock was up 94% over the course of the year and added 93 basis points to performance of the Fund.

 

Global Unichip Corp. – Global Unichip is a global fabless design chip service company with headquarters in Taiwan. The stock was up 172% and added 74 basis points to the Fund’s performance.

 

TGS-NOPEC Geophysical Co. ASA – TGS-NOPEC provides multi-client geoscience data to oil and gas exploration and production companies worldwide. The company is based in Norway and the stock was up 65% adding 71 basis points to the Fund’s performance.

 

A few of the laggards for the Fund were:

 

Blanco Technology Group PLC – Blanco Technology Group is a global provider of mobile device diagnostics and secure data erasure products based in the UK. The stock was down -50% during the year and detracted -63 basis points from Fund performance. It was the most notable detractor for the year.
2

ACUITAS INTERNATIONAL SMALL CAP FUND

A MESSAGE TO OUR SHAREHOLDERS (Unaudited)

JUNE 30, 2018

 

Daewoo Engineering & Construction Co., Ltd. – Daewoo is a Korean construction company based in Seoul. The stock was down -19% for the year and detracted -34 basis points from the Fund’s performance.

 

ADVA AG Optical Networking – ADVA is a European telecommunications vendor that provides network equipment for data, storage, voice and video services. The company is based in Munich. The stock was down nearly -28% and detracted -31 basis points from Fund performance.

 

As of June 30, 2018, the Fund’s sector allocation, as a percentage of common stock, was:

 

  Acuitas International
Small Cap Fund
  Russell Global ex-US
Small Cap Index
Producer Durables 23.4%   17.4%
Consumer Discretionary 20.5%   15.3%
Technology 14.6%   12.0%
Materials & Processing 10.8%   13.6%
Financial Services 9.9%   20.9%
Consumer Staples 8.2%   6.9%
Energy 7.0%   4.4%
Health Care 3.7%   6.8%
Utilities 0.4%   2.7%

 

As of June 30, 2018, the Fund’s top ten countries, as a percentage of common stock, were:

 

 
Acuitas International
Small Cap Fund
 
Russell Global ex-US
Small Cap Index
Japan 25.8%   22.9%
United Kingdom 10.3%   9.6%
Germany 9.3%   2.6%
Australia 5.8%   5.4%
Canada 4.7%   6.5%
Sweden 3.9%   2.2%
France 3.4%   1.7%
Austria 3.2%   0.5%
South Korea 3.2%   4.9%
Norway 2.9%   1.4%

 

As of June 30, 2018, the 10 largest positions in the Fund, as a percentage of common stock, were:

 

Name   Weight
TGS NOPEC Geophysical Co. ASA   2.4%
Kewpie Corp.   2.1%
Bakkafrost P/F   2.1%
WH Smith PLC   2.0%
CANCOM SE   1.8%
Mitsui OSK Lines, Ltd.   1.8%
Siltronic AG   1.7%
IDP Education, Ltd.   1.7%
TomTom NV   1.5%
Costa Group Holdings, Ltd.   1.4%
3

ACUITAS INTERNATIONAL SMALL CAP FUND

A MESSAGE TO OUR SHAREHOLDERS (Unaudited)

JUNE 30, 2018

 

Uncertainty remains in international markets as the implementation and effects of tariffs and a potential trade war between the U.S. and multiple countries continues to progress. While U.S. markets have been driven higher by tax cuts and low, but rising interest rates, international markets have not fared as well. While oil prices have risen, we have not seen a broader global commodity boom, tempered to a degree by tariffs and trade talk, and would prefer not to see one as those environments can briefly overwhelm the bottom-up stock selection our managers generally employ. While the situation in the U.S. remains positive, we are not entirely insulated by the deteriorating conditions in some parts of the world. Overall, we continue to believe that there are pockets of opportunity within the international landscape with encouraging prospects and we continue to believe that our managers will capitalize on these opportunities through high-quality stock selection.

 

We thank you for your continued support.

 

Best Regards,

 

-s- Christopher Tessin 

 

Christopher Tessin

 

IMPORTANT RISKS AND DISCLOSURE:

 

Equity stocks of small-cap companies carry greater risk, and more volatility than equity stocks of larger, more established companies. Foreign securities are more volatile, harder to price and less liquid than U.S. securities; and are subject to different accounting and regulatory standards, and political and economic risks. These risks are enhanced in emerging markets countries. There can be no guarantee that any strategy (risk management or otherwise) will be successful. All investing involves risk, including potential loss of principal.

 

The views in this report were those of the Fund managers as of June 30, 2018 and may not reflect their views on the date this report is first published or any time thereafter. These views are intended to assist shareholders in understanding their investment in the International Fund and do not constitute investment advice. This letter may contain discussions about certain investments both held and not held in the portfolio. All current and future holdings are subject to risk and to change.

4

ACUITAS INTERNATIONAL SMALL CAP FUND

PERFORMANCE CHART AND ANALYSIS (Unaudited)

JUNE 30, 2018

 

The following chart reflects the change in the value of a hypothetical $100,000 investment in Institutional Shares, including reinvested dividends and distributions, in Acuitas International Small Cap Fund (the “Fund”) compared with the performance of the benchmark, Russell Global ex-US Small Cap Index (“Russell Global ex-US”), since inception. The Russell Global ex-US is an unmanaged index that measures the performance of the small cap segment of the global equity market, excluding companies assigned to the US. The total return of the Russell Global ex-US includes the reinvestment of dividends and income. The total return of the Fund includes operating expenses that reduce returns, while the total return of the Russell Global ex-US does not include expenses. The Fund is professionally managed, while the Russell Global ex-US is unmanaged and is not available for investment.

 

Comparison of Change in Value of a $100,000 Investment
Acuitas International Small Cap Fund vs. Russell Global ex-US Small Cap Index

 

(LINE GRAPH) 

 

Average Annual Total Returns Periods Ended June 30, 2018 One Year Since Inception 07/18/14
Acuitas International Small Cap Fund 5.94% 3.12%
Russell Global ex-US Small Cap Index 9.55% 5.05%

 

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. As stated in the Fund’s prospectus, the annual operating expense ratios (gross) for Institutional and Investor Shares are 2.05% and 2.30%, respectively. However, the Fund’s adviser has contractually agreed to waive its fee and/or reimburse Fund expenses to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding all taxes, interest, portfolio transaction expenses, acquired fund fees and expenses, proxy expenses and extraordinary expenses) to 1.50% and 1.75% for Institutional and Investor Shares, respectively, through November 1, 2018 (the “Expense Cap”). The adviser may be reimbursed by the Fund for fees waived and expenses reimbursed by the adviser pursuant to the Expense Cap if such payment is approved by the Board, made within three years of the fee waiver or expense reimbursement, and does not cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the lesser of (i) the then-current Expense Cap, or (ii) the Expense Cap in place at the time the fees/expenses were waived/reimbursed. Shares redeemed or exchanged within 60 days of purchase will be charged a 1.00% redemption fee. 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. For the most recent month-end performance, please call (844) 805-5628.

5

ACUITAS INTERNATIONAL SMALL CAP FUND 

SCHEDULE OF INVESTMENTS 

JUNE 30, 2018

 

Shares     Security Description   Value  
Common Stock - 98.1%  
Australia - 5.9%  
  11,400     ARB Corp., Ltd.   $ 192,607  
  104,738     Costa Group Holdings, Ltd.     639,469  
  74,000     Greencross, Ltd.     245,341  
  105,339     IDP Education, Ltd.     819,319  
  211,830     Metals X, Ltd.     125,412  
  40,423     SmartGroup Corp., Ltd.     349,109  
  66,590     The Star Entertainment Group, Ltd.     242,950  
  91,660     Western Areas, Ltd.     241,485  
              2,855,692  
Austria - 3.3%
  16,314     FACC AG (a)     305,205  
  7,119     Oesterreichische Post AG     325,061  
  16,441     Palfinger AG     623,033  
  2,700     Schoeller-Bleckmann Oilfield Equipment AG     325,711  
              1,579,010  
Brazil - 0.2%
  50,880     Duratex SA (a)     114,080  
Canada - 4.8%
  66,010     Cardinal Energy, Ltd.     277,667  
  9,630     CI Financial Corp.     173,093  
  14,200     Intertape Polymer Group, Inc.     195,181  
  24,100     Martinrea International, Inc.     258,479  
  177,970     Surge Energy, Inc.     322,191  
  73,870     TORC Oil & Gas, Ltd.     412,434  
  167,300     Trevali Mining Corp. (a)     114,532  
  68,140     Western Forest Products, Inc.     138,908  
  59,110     Whitecap Resources, Inc.     400,616  
              2,293,101  
China - 1.7%
  70,000     Beijing Capital International Airport Co., Ltd., Class H     73,787  
  753,030     China BlueChemical, Ltd., Class H     277,386  
  86,000     China Shineway Pharmaceutical Group, Ltd.     168,150  
  460,000     Goodbaby International Holdings, Ltd.     278,500  
              797,823  
Cyprus - 0.6%
  89,500     Atalaya Mining PLC (a)     296,475  
Denmark - 1.7%
  4,690     Jyske Bank A/S     257,290  
  1,414     Rockwool International A/S, Class B     552,307  
              809,597  
Faroe Islands - 2.0%
  17,740     Bakkafrost P/F     984,981  
Finland - 2.2%
  9,000     Ferratum OYJ     170,265  
  64,827     Outotec OYJ (a)     516,308  
  33,717     Ramirent OYJ     358,310  
              1,044,883  
France - 3.5%
  5,100     Akka Technologies     365,089  
  8,100     Albioma SA     182,751  
  3,000     ESI Group (a)     157,653  
  15,000     FIGEAC-AERO (a)     271,163  
  6,500     Kaufman & Broad SA     306,513  
  3,200     LNA Sante SA     201,796  
  1,117     Naturex (a)     175,838  
              1,660,803  

 

Shares     Security Description   Value  
Germany - 7.6%
  8,582     CANCOM SE   $ 876,930  
  5,077     CTS Eventim AG & Co. KGaA     250,082  
  28,043     Deutz AG     216,632  
  10,000     FinTech Group AG (a)     314,722  
  4,840     Gerresheimer AG     392,825  
  12,362     Hamburger Hafen und Logistik AG     268,516  
  12,684     Jenoptik AG     497,399  
  5,775     Siltronic AG     826,483  
              3,643,589  
Guernsey - 0.6%
  64,000     SafeCharge International Group, Ltd.     299,847  
Hong Kong - 1.5%
  16,920     ASM Pacific Technology, Ltd.     213,937  
  43,000     Health and Happiness H&H International Holdings, Ltd. (a)     296,510  
  123,500     HKBN, Ltd.     190,155  
              700,602  
Indonesia - 0.3%
  311,500     Semen Indonesia Persero Tbk PT     154,880  
Ireland - 1.3%
  99,780     C&C Group PLC     377,535  
  141,000     Hibernia REIT PLC     246,989  
              624,524  
Italy - 1.5%
  2,961     Biesse SpA     115,769  
  104,990     Cairo Communication SpA     419,930  
  19,840     Zignago Vetro SpA     184,890  
              720,589  
Japan - 26.2%
  11,300     ADEKA Corp.     181,367  
  11,960     Alps Electric Co., Ltd.     307,439  
  2,200     Arakawa Chemical Industries, Ltd.     35,350  
  5,500     Arcland Sakamoto Co., Ltd.     82,663  
  44,000     Asanuma Corp.     157,377  
  6,640     DIC Corp.     207,509  
  4,300     Digital Arts, Inc.     233,031  
  7,300     Doutor Nichires Holdings Co., Ltd.     145,057  
  30,700     eRex Co., Ltd.     323,041  
  7,400     FCC Co., Ltd.     208,870  
  5,500     FreakOut Holdings inc (a)     104,819  
  11,555     Fumakilla, Ltd.     214,161  
  4,300     Hakuto Co., Ltd.     64,083  
  3,700     Hirata Corp.     265,682  
  26,500     Infomart Corp.     352,328  
  19,500     Internet Initiative Japan, Inc.     392,237  
  28,860     Itoki Corp.     168,132  
  39,800     Kewpie Corp.     1,004,032  
  9,700     K's Holdings Corp.     100,842  
  6,100     Lasertec Corp.     171,901  
  64,690     Makino Milling Machine Co., Ltd.     503,661  
  17,910     Marui Group Co., Ltd.     377,563  
  8,600     Milbon Co., Ltd.     385,666  
  36,200     Mitsui OSK Lines, Ltd.     872,344  
  17,800     Monex Group, Inc.     102,895  
  28,820     Nakano Corp.     170,762  
  7,100     Nihon Chouzai Co., Ltd.     188,666  
  12,600     Nippo Corp.     229,888  
  9,900     Nippon Ceramic Co., Ltd.     258,152  
  2,800     Nishio Rent All Co., Ltd.     89,906  
  48,030     North Pacific Bank, Ltd.     160,946  
  56,400     NTN Corp.     231,275  
  18,300     Okamura Corp.     269,421  

 

See Notes to Financial Statements.

6

ACUITAS INTERNATIONAL SMALL CAP FUND

SCHEDULE OF INVESTMENTS

JUNE 30, 2018

 

Shares     Security Description   Value  
Japan - 26.2% (continued)
  13,900     Optex Group Co., Ltd.   $ 389,197  
  11,200     Poletowin Pitcrew Holdings, Inc.     241,774  
  26,300     Seikitokyu Kogyo Co., Ltd.     171,984  
  16,000     Seino Holdings Co., Ltd.     283,828  
  15,230     Shinnihon Corp.     175,940  
  10,000     Sun Frontier Fudousan Co., Ltd.     118,412  
  4,000     Sun-Wa Technos Corp.     57,373  
  5,000     Taiyo Holdings Co., Ltd.     205,483  
  7,700     Takaoka Toko Co., Ltd.     136,453  
  31,600     The Chiba Bank, Ltd.     223,482  
  2,800     The Miyazaki Bank, Ltd.     85,481  
  3,100     Uchida Yoko Co., Ltd.     107,799  
  8,900     Unipres Corp.     174,519  
  5,000     United Arrows, Ltd.     186,967  
  1,400     V Technology Co., Ltd.     258,971  
  14,600     W-Scope Corp.     212,179  
  2,000     Yamaya Corp.     59,974  
  19,500     Yonex Co., Ltd.     120,648  
  6,300     Yuasa Trading Co., Ltd.     201,152  
  42,400     Yumeshin Holdings Co., Ltd.     444,623  
  14,300     Zojirushi Corp.     174,883  
              12,592,188  
Luxembourg - 0.4%
  4,906     Ternium SA, ADR     170,827  
Malaysia - 0.5%
  190,900     Genting Malaysia Bhd     230,621  
Mexico - 1.7%
  159,140     Fibra Uno Administracion SA de CV REIT     231,976  
  64,000     Grupo Aeroportuario del Centro Norte SAB de CV     334,240  
  20,900     Grupo Comercial Chedraui SA de CV     48,408  
  132,840     PLA Administradora Industrial S de RL de CV REIT (a)     181,265  
              795,889  
Netherlands - 2.3%
  12,297     Intertrust NV (b)     218,566  
  51,750     PostNL NV     194,294  
  78,619     TomTom NV (a)     712,272  
              1,125,132  
New Zealand - 0.6%
  104,158     Vista Group International, Ltd.     270,192  
Norway - 3.3%
  24,500     Hoegh LNG Holdings, Ltd.     135,671  
  10,071     Norway Royal Salmon ASA     224,807  
  22,000     Otello Corp. ASA (a)     58,347  
  31,297     TGS NOPEC Geophysical Co. ASA     1,152,836  
              1,571,661  
Philippines - 0.5%
  3,920,500     Filinvest Land, Inc.     102,847  
  104,410     Metropolitan Bank & Trust Co.     143,602  
              246,449  
Portugal - 0.4%
  32,080     NOS SGPS SA     175,851  
Singapore - 0.2%
  9,100     Venture Corp., Ltd.     119,152  
South Africa - 0.6%
  80,000     Life Healthcare Group Holdings, Ltd.     145,099  
  23,080     Truworths International, Ltd.     129,975  
              275,074  

 

Shares     Security Description   Value  
South Korea - 3.3%
  1,076     Cosmax, Inc.   $ 156,887  
  23,660     DGB Financial Group, Inc.     217,600  
  4,971     F&F Co., Ltd.     363,960  
  2,624     Fila Korea, Ltd.     79,226  
  12,977     Posco Daewoo Corp.     249,177  
  9,839     SFA Engineering Corp.     289,123  
  1,000     SK Materials Co., Ltd.     160,520  
  8,504     Woongjin Thinkbig Co., Ltd.     46,621  
              1,563,114  
Spain - 1.1%
  31,912     Ence Energia y Celulosa SA     283,228  
  155,010     Unicaja Banco SA (b)     264,471  
              547,699  
Sweden - 3.9%
  6,600     BioGaia AB     294,381  
  11,600     Bulten AB     135,210  
  30,000     Humana AB     203,310  
  20,810     Husqvarna AB     197,534  
  22,540     Nobina AB (b)     172,635  
  6,257     Nolato AB     505,073  
  268,000     Opus Group AB     193,892  
  1,483     Swedish Orphan Biovitrum AB (a)     32,361  
  5,000     Troax Group AB     161,052  
              1,895,448  
Switzerland - 1.9%
  3,103     Bobst Group SA     318,353  
  1,388     Kardex AG (a)     192,579  
  3,720     Valiant Holding AG     422,224  
              933,156  
Taiwan - 2.7%
  32,020     Advantech Co., Ltd.     211,096  
  191,000     Gigabyte Technology Co., Ltd.     422,238  
  238,320     King's Town Bank Co., Ltd.     255,607  
  86,000     Kinik Co.     199,144  
  45,340     Merry Electronics Co., Ltd.     197,787  
              1,285,872  
United Kingdom - 9.8%
  78,000     Biffa PLC (b)     256,322  
  245,893     boohoo.com plc (a)     631,186  
  56,300     Halfords Group PLC     257,828  
  43,590     Howden Joinery Group PLC     308,465  
  107,740     McCarthy & Stone PLC (b)     139,488  
  65,140     Merlin Entertainments PLC (b)     332,440  
  31,810     Playtech PLC     316,119  
  45,000     Polypipe Group plc     228,647  
  17,346     Redde PLC     40,291  
  49,352     Safestore Holdings PLC REIT     357,902  
  3,000     Stallergenes Greer PLC (a)     107,554  
  15,880     Travis Perkins PLC     298,122  
  37,058     Tyman PLC     161,150  
  75,000     Urban & Civic PLC     341,486  
  35,067     WH Smith PLC     925,131  
              4,702,131  
Total Common Stock (Cost $45,012,040)     47,080,932  
Money Market Fund - 0.9%
  455,259     BlackRock Liquidity Funds FedFund Portfolio, Institutional Shares, 1.78% (c)(Cost $455,259)     455,259  
                 
Investments, at value - 99.0% (Cost $45,467,299)   $ 47,536,191  
Other Assets & Liabilities, Net - 1.0%     462,823  
Net Assets - 100.0%   $ 47,999,014  

 

See Notes to Financial Statements.

7

ACUITAS INTERNATIONAL SMALL CAP FUND

SCHEDULE OF INVESTMENTS

JUNE 30, 2018

 

ADR American Depositary Receipt

PLC Public Limited Company

REIT Real Estate Investment Trust

(a) Non-income producing security.

(b) Security exempt from registration under Rule 144A under the Securities Act of 1933. At the period end, the value of these securities amounted to $1,383,922 or 2.9% of net assets.

(c) Dividend yield changes daily to reflect current market conditions. Rate was the quoted yield as of June 30, 2018.

 

The following is a summary of the inputs used to value the Fund's investments as of June 30, 2018.

 

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.

 

    Level 1     Level 2     Level 3     Total  
Investments at Value
Common Stock
Australia   $ 2,855,692     $     $     $ 2,855,692  
Austria     1,579,010                   1,579,010  
Brazil     114,080                   114,080  
Canada     2,293,101                   2,293,101  
China     797,823                   797,823  
Cyprus     296,475                   296,475  
Denmark     809,597                   809,597  
Faroe Islands     984,981                   984,981  
Finland     1,044,883                   1,044,883  
France     1,660,803                   1,660,803  
Germany     3,643,589                   3,643,589  
Guernsey     299,847                   299,847  
Hong Kong     700,602                   700,602  
Indonesia     154,880                   154,880  
Ireland     624,524                   624,524  
Italy     720,589                   720,589  
Japan     12,592,188                   12,592,188  
Luxembourg     170,827                   170,827  
Malaysia     230,621                   230,621  
Mexico     795,889                   795,889  
Netherlands     1,125,132                   1,125,132  
New Zealand     270,192                   270,192  
Norway     1,571,661                   1,571,661  
Philippines     246,449                   246,449  
Portugal     175,851                   175,851  
Singapore     119,152                   119,152  
South Africa     275,074                   275,074  
South Korea     1,563,114                   1,563,114  
Spain     547,699                   547,699  
Sweden     1,895,448                   1,895,448  
Switzerland     933,156                   933,156  
Taiwan     1,285,872                   1,285,872  
United Kingdom     4,702,131                   4,702,131  
Money Market Fund           455,259             455,259  
Investments at Value   $ 47,080,932     $ 455,259     $     $ 47,536,191  

 

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 year ended June 30, 2018.

 

See Notes to Financial Statements.

8

ACUITAS INTERNATIONAL SMALL CAP FUND

SCHEDULE OF INVESTMENTS

JUNE 30, 2018

 

PORTFOLIO HOLDINGS (Unaudited)
% of Total Investments
Australia     6.0 %
Austria     3.3 %
Brazil     0.2 %
Canada     4.8 %
China     1.7 %
Cyprus     0.6 %
Denmark     1.7 %
Faroe Islands     2.1 %
Finland     2.2 %
France     3.5 %
Germany     7.7 %
Guernsey     0.6 %
Hong Kong     1.5 %
Indonesia     0.3 %
Ireland     1.3 %
Italy     1.5 %
Japan     26.5 %
Luxembourg     0.3 %
Malaysia     0.5 %
Mexico     1.7 %
Netherlands     2.4 %
New Zealand     0.6 %
Norway     3.3 %
Philippines     0.5 %
Portugal     0.4 %
Singapore     0.2 %
South Africa     0.6 %
South Korea     3.3 %
Spain     1.1 %
Sweden     4.0 %
Switzerland     2.0 %
Taiwan     2.7 %
United Kingdom     9.9 %
Money Market Fund     1.0 %
    100.0 %

 

See Notes to Financial Statements.

9

ACUITAS INTERNATIONAL SMALL CAP FUND

STATEMENT OF ASSETS AND LIABILITIES

JUNE 30, 2018

 

ASSETS
Investments, at value (Cost $45,467,299)   $ 47,536,191  
Foreign currency (Cost $536,108)     531,057  
Receivables:
Fund shares sold     85,441  
Investment securities sold     4,617,049  
Dividends     91,400  
Prepaid expenses     17,491  
Total Assets     52,878,629  
LIABILITIES
Payables:
Investment securities purchased     4,798,415  
Accrued Liabilities:
Investment adviser fees     28,679  
Trustees’ fees and expenses     159  
Fund services fees     11,592  
Other expenses     40,770  
Total Liabilities     4,879,615  
NET ASSETS   $ 47,999,014  
COMPONENTS OF NET ASSETS
Paid-in capital   $ 46,460,740  
Distributions in excess of net investment income     (15,461 )
Accumulated net realized loss     (500,003 )
Net unrealized appreciation     2,053,738  
NET ASSETS   $ 47,999,014  
SHARES OF BENEFICIAL INTEREST AT NO PAR VALUE (UNLIMITED SHARES AUTHORIZED)
Institutional Shares     4,721,206  
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE*
Institutional Shares (based on net assets of $47,999,014)   $ 10.17  

 

* Shares redeemed or exchanged within 60 days of purchase are charged a 1.00% redemption fee.

 

See Notes to Financial Statements.

10

ACUITAS INTERNATIONAL SMALL CAP FUND

STATEMENT OF OPERATIONS

YEAR ENDED JUNE 30, 2018

 

INVESTMENT INCOME
Dividend income (Net of foreign withholding taxes of $(149,739))   $ 1,125,034  
Total Investment Income     1,125,034  
EXPENSES
Investment adviser fees     594,905  
Fund services fees     153,870  
Shareholder service fees     49,416  
Custodian fees     67,273  
Registration fees     19,400  
Professional fees     50,029  
Trustees' fees and expenses     5,522  
Other expenses     45,535  
Total Expenses     985,950  
Fees waived     (240,982 )
Net Expenses     744,968  
NET INVESTMENT INCOME     380,066  
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:
Investments (Net of foreign withholding taxes of $4,722)     4,768,369  
Foreign currency transactions     (91,653 )
Net realized gain     4,676,716  
Net change in unrealized appreciation (depreciation) on:
Investments     (2,306,490 )
Deferred foreign capital gains taxes     4,394  
Foreign currency translations     (18,863 )
Net change in unrealized appreciation (depreciation)     (2,320,959 )
NET REALIZED AND UNREALIZED GAIN     2,355,757  
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 2,735,823  

 

See Notes to Financial Statements.

11

ACUITAS INTERNATIONAL SMALL CAP FUND

STATEMENTS OF CHANGES IN NET ASSETS

 

 

    For the Years Ended June 30,  
    2018     2017  
OPERATIONS
Net investment income   $ 380,066     $ 402,620  
Net realized gain     4,676,716       1,284,928  
Net change in unrealized appreciation (depreciation)     (2,320,959 )     5,528,424  
Increase in Net Assets Resulting from Operations     2,735,823       7,215,972  
                 
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income:
Institutional Shares     (2,541,258 )     (871,425 )
Total Distributions to Shareholders     (2,541,258 )     (871,425 )
                 
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares     4,867,589       4,877,347  
Reinvestment of distributions:
Institutional Shares     2,541,258       866,120  
Redemption of shares:
Institutional Shares     (5,944,619 )     (8,423,154 )
Redemption fees:
Institutional Shares     43       851  
Increase (Decrease) in Net Assets from Capital Share Transactions     1,464,271       (2,678,836 )
Increase in Net Assets     1,658,836       3,665,711  
                 
NET ASSETS
Beginning of Year     46,340,178       42,674,467  
End of Year (Including line (a))   $ 47,999,014     $ 46,340,178  
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares     459,848       512,174  
Reinvestment of distributions:
Institutional Shares     242,950       95,178  
Redemption of shares:
Institutional Shares     (566,179 )     (882,465 )
Increase (Decrease) in Shares     136,619       (275,113 )
                 
(a) Undistributed (distributions in excess of ) net investment income   $ (15,461 )   $ 150,239  

 

See Notes to Financial Statements.

12

ACUITAS INTERNATIONAL SMALL CAP FUND

FINANCIAL HIGHLIGHTS

 

 

These financial highlights reflect selected data for a share outstanding throughout each period.

 

    For the Years Ended June 30,    
July 18, 2014 (a)
Through June 30, 2015
 
    2018     2017     2016      
INSTITUTIONAL SHARES
NET ASSET VALUE, Beginning of Period   $ 10.11     $ 8.78     $ 9.79     $ 10.00  
INVESTMENT OPERATIONS                                
Net investment income (b)     0.08       0.09       0.12       0.08  
Net realized and unrealized gain (loss)     0.54       1.43       (0.85 )     (0.27 )
Total from Investment Operations     0.62       1.52       (0.73 )     (0.19 )
DISTRIBUTIONS TO SHAREHOLDERS FROM                                
Net investment income     (0.56 )     (0.19 )     (0.28 )     (0.02 )
Total Distributions to Shareholders     (0.56 )     (0.19 )     (0.28 )     (0.02 )
REDEMPTION FEES(b)     0.00 (c)     0.00 (c)     0.00 (c)     0.00 (c)
NET ASSET VALUE, End of Period   $ 10.17     $ 10.11     $ 8.78     $ 9.79  
TOTAL RETURN     5.94 %     17.57 %     (7.57 )%     (1.91 )%(d)
                                 
RATIOS/SUPPLEMENTARY DATA                                
Net Assets at End of Period (000s omitted)   $ 47,999     $ 46,340     $ 42,674     $ 46,653  
Ratios to Average Net Assets:                                
Net investment income     0.77 %     0.91 %     1.35 %     0.91 %(e)
Net expenses     1.50 %     1.50 %     1.50 %     1.50 %(e)
Gross expenses (f)     1.99 %     2.04 %     2.15 %     2.40 %(e)
PORTFOLIO TURNOVER RATE     144 %     105 %     104 %     112 %(d)

 

(a) Commencement of operations.
(b) Calculated based on average shares outstanding during each period.
(c) Less than $0.01 per share.
(d) Not annualized.
(e) Annualized.
(f) Reflects the expense ratio excluding any waivers and/or reimbursements.

 

See Notes to Financial Statements.

13

ACUITAS US MICROCAP FUND
A MESSAGE TO OUR SHAREHOLDERS (Unaudited)
JUNE 30, 2018

 

Dear Shareholders:

 

As of June 30, 2018, the Acuitas US Microcap Fund’s (the “Fund”) net asset value was $14.17 per share with total net assets at $108.3 million. Calendar year-to-date, the Fund returned 7.11%, compared to 10.71% for the Russell Microcap Index (the “Index”). This represents 360 basis points of underperformance vs. the Index so far in 2018. Since the July 18, 2014 inception, the Fund has returned an annualized 11.54%, outperforming the Index return of 11.25% by 29 basis points over the same time period. The Fund’s gross expense ratio, gross of any fee or expense waivers is 1.87% for Institutional Shares. For the most recent month-end performance, please call (844) 805-5628.

 

Performance data quoted represents past performance, which does not guarantee future results. Investment return and principal value will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost; and the current performance may be lower or higher than the performance data quoted.

 

The Acuitas US Microcap Fund uses a multi-manager structure to invest in publicly traded domestic microcap companies. We tend to think of microcaps as stocks with market caps of $1 billion or less. The Fund invests in equity securities and does not use derivative instruments.

 

In June, the Russell Indexes went through their annual reconstitution process. The most obvious effect for Microcap was the decrease in market cap, as the largest names were graduated into the Small Cap Russell 2000 Index. The weighted average market cap at quarter end for the Microcap Index was right around $586 mm, which represents a meaningful decline from before reconstitution.

 

Domestic economic data continues to remain positive as indications for 2Q GDP were a notable positive jump from an already reasonable 2.0% GDP in the first quarter. Consumer spending in the wake of the tax cuts has been positive and above consensus. In addition, unemployment levels remain incredibly low, dropping to an 18-year low of 3.8% in May and ultimately closing the quarter at 4.0%. An important development in the details of the latest employment report (and cause of the slight increase from 3.8% to 4.0%) is that a number of ‘discouraged workers’, or those who are unemployed and previously stopped their job search, are returning to the job market due to renewed confidence. This causes the labor force participation rate to rise, which has been a goal of new Fed Chairman Jerome Powell. Inflation also continues to steadily climb, as evidenced by increasing oil prices and a six-year high in the Consumer Price Index (+2.9% Y/Y) in June.

 

From a sector standpoint, the biggest contributors to the Fund over the last 12 months were technology, utilities and consumer staples. Stock selection within technology had the most notable positive impact while the overweight effect was modestly negative. Stock selection within financials was a drag on performance and detracted from the Fund’s relative performance versus the Index. However, the Fund’s underweight to financial services proved to be a modest boost to performance over the last 12 months.

 

A few of the leaders for the Fund were:

 

Addus HomeCare Corp. – Addus is a provider of personal care and assistance with daily living activities for adults. Last year the stock was a detractor from Fund performance, however the stock bounced back over the past year and posted strong earnings each quarter. Overall, Addus gained 54%, adding 147 basis points to the Fund’s returns.

 

Utah Medical Products – Utah is a specialty medical device company with a focus on women and their babies. The company posted strong earnings and had a total return of nearly 52%. Overall the stock added 117 basis points to the Fund’s returns.

 

America’s Car-Mart, Inc. – America’s Car-Mart is an automotive retailer specializing in integrating auto sales and financing in the used car market. The stock was a meaningful weight within the Fund and advanced over 59%, contributing 159 basis points to the Fund’s returns.

 

A few of the laggards for the Fund were:

 

Atlas Financial Holdings – Atlas provides automobile insurance in the United States with a focus on insurance in the “light” commercial automobile sector. The stock was down -41% on increased claims and revised guidance detracting -94 basis points from performance of the Fund.

 

Horizon Global Corp. – Horizon is a designer, manufacturer and distributor of auto parts. The stock was down -58% during the year detracting -33 basis points from the performance of the Fund.
14

ACUITAS US MICROCAP FUND

A MESSAGE TO OUR SHAREHOLDERS (Unaudited)
JUNE 30, 2018

 

Enzo Biochem, Inc. - Enzo is a bioscience company that operates in three segments: clinical lab, life sciences and therapeutics. The stock was down -53% during the year detracting -30 basis points from the performance of the Fund.

 

As of June 30, 2018, the Fund’s sector allocation, as a percentage of common stock, were:

 

  Acuitas US Microcap Fund   Russell Microcap® Index
Health Care 24.1%   22.4%
Financial Services 21.8%   28.9%
Consumer Discretionary 16.3%   12.8%
Producer Durables 14.8%   11.5%
Technology 10.4%   10.2%
Materials & Processing 5.8%   5.3%
Energy 4.9%   4.8%
Utilities 1.0%   1.8%
Consumer Staples 0.9%   2.3%

 

As of June 30, 2018, the 10 largest positions in the Fund, as a percentage of common stock, were:

 

Name   Weight
Addus HomeCare Corp.   3.2%
Utah Medical Products, Inc.   3.0%
Graham Corp.   2.5%
Winmark Corp.   2.2%
America's Car-Mart, Inc.   2.1%
American Software, Inc., Class A   1.7%
SP Plus Corp.   1.5%
National Research Corp., Class A   1.5%
Cass Information Systems, Inc.   1.5%
UFP Technologies, Inc.   1.3%

 

The strong total returns recently from microcap in the second quarter highlighted the benefit of a microcap allocation within a diversified portfolio. Despite market concerns about tariffs and trade, stocks rose dramatically and microcap was at the head of the pack. Improving forward earnings expectations have led to a more reasonable valuation scenario for the smallest stocks and looking forward, we welcome a measure of volatility as we believe it presents opportunity. The tax cuts have clearly helped drive earnings growth and this has been reflected in the market’s rise. That said, we remain wary that positive total returns will continue with the same regularity of the past few years. While we aren’t calling for recession as every pundit who looks at the nearly inverted yield curve, we do think that the current earnings boom will run out of gas and the market will take a breath. An optimal environment for Acuitas on a relative basis would include a market that rewards quality, shows some volatility and generates flat to down returns. In our view there is higher probability that we will see this within the next few quarters. Regardless of the environment, we look forward to a longer period of time where fundamentals are rewarded and there is greater differentiation between active investment managers as we think this will help drive the relative returns of our Fund.

 

We thank you for your continued support.

 

Best Regards,

 

-s- Christopher Tessin

 

Christopher Tessin

15

ACUITAS US MICROCAP FUND
A MESSAGE TO OUR SHAREHOLDERS (Unaudited)
JUNE 30, 2018

 

IMPORTANT RISKS AND DISCLOSURE:

 

Equity stocks of microcap companies carry greater risk, and more volatility than equity stocks of larger, more established companies. There can be no guarantee that any strategy (risk management or otherwise) will be successful. All investing involves risk, including potential loss of principal.

 

The views in this report were those of the Fund managers as of June 30, 2018 and may not reflect their views on the date this report is first published or any time thereafter. These views are intended to assist shareholders in understanding their investment in the International Fund and do not constitute investment advice. This letter may contain discussions about certain investments both held and not held in the portfolio. All current and future holdings are subject to risk and to change.

16

ACUITAS US MICROCAP FUND
PERFORMANCE CHART AND ANALYSIS (Unaudited)
JUNE 30, 2018

 

The following chart reflects the change in the value of a hypothetical $100,000 investment in Institutional Shares, including reinvested dividends and distributions, in Acuitas US Microcap Fund (the “Fund”) compared with the performance of the benchmark, Russell Microcap® Index (“Russell Microcap”), since inception. The Russell Microcap is an unmanaged index that measures the performance of the microcap segment of the US equity market, which consists of the smallest 1,000 securities in the Russell 2000® Index and the next 1,000 smallest eligible securities by market capitalization. The total return of the Russell Microcap includes the reinvestment of dividends and income. The total return of the Fund includes operating expenses that reduce returns, while the total return of the Russell Microcap does not include expenses. The Fund is professionally managed, while the Russell Microcap is unmanaged and is not available for investment.

 

Comparison of Change in Value of a $100,000 Investment
Acuitas US Microcap Fund vs. Russell Microcap Index

 

(LINE GRAPH) 

 

Average Annual Total Returns Periods Ended June 30, 2018 One Year Since Inception 07/18/14
Acuitas US Microcap Fund 16.77% 11.54%
Russell Microcap Index 20.21% 11.25%

 

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. As stated in the Fund’s prospectus, the annual operating expense ratios (gross) for Institutional and Investor Shares are 1.87% and 2.12%, respectively. However, the Fund’s adviser has contractually agreed to waive its fee and/or reimburse Fund expenses to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding all taxes, interest, portfolio transaction expenses, acquired fund fees and expenses, proxy expenses and extraordinary expenses) to 1.70% and 1.95% for Institutional and Investor Shares, respectively, through November 1, 2018 (the “Expense Cap”). The adviser may be reimbursed by the Fund for fees waived and expenses reimbursed by the adviser pursuant to the Expense Cap if such payment is approved by the Board, made within three years of the fee waiver or expense reimbursement, and does not cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the lesser of (i) the then-current Expense Cap, or (ii) the Expense Cap in place at the time the fees/expenses were waived/reimbursed. Shares redeemed or exchanged within 60 days of purchase will be charged a 1.00% redemption fee. 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. For the most recent month-end performance, please call (844) 805-5628.

17

ACUITAS US MICROCAP FUND

SCHEDULE OF INVESTMENTS

JUNE 30, 2018

 

Shares     Security Description   Value  
Common Stock - 93.2%  
Consumer Discretionary - 15.9%
  37,075     America's Car-Mart, Inc. (a)   $ 2,294,942  
  34,572     Aspen Group, Inc. (a)     258,253  
  48,500     Beazer Homes USA, Inc. (a)     715,375  
  8,100     BJ's Restaurants, Inc.     486,000  
  28,300     Care.com, Inc. (a)     590,904  
  26,332     Carriage Services, Inc.     646,451  
  56,750     Chicken Soup For The Soul Entertainment, Inc. (a)     543,665  
  19,460     Chuy's Holdings, Inc. (a)     597,422  
  26,330     Conn's, Inc. (a)     868,890  
  21,821     CRA International, Inc.     1,110,471  
  24,400     Crocs, Inc. (a)     429,684  
  65,625     Crown Crafts, Inc.     374,062  
  31,955     Hemisphere Media Group, Inc. (a)     418,610  
  34,400     J. Jill, Inc. (a)     321,296  
  20,100     K12, Inc. (a)     329,037  
  10,400     Monarch Casino & Resort, Inc. (a)     458,120  
  43,010     Motorcar Parts of America, Inc. (a)     804,717  
  23,100     Points International, Ltd. (a)     380,226  
  16,135     Saga Communications, Inc., Class A     621,198  
  16,900     Stoneridge, Inc. (a)     593,866  
  130,642     TravelCenters of America, LLC (a)     457,247  
  23,600     Vera Bradley, Inc. (a)     331,344  
  15,878     William Lyon Homes, Class A (a)     368,370  
  15,764     Winmark Corp.     2,340,166  
  9,100     Winnebago Industries, Inc.     369,460  
  19,300     Zumiez, Inc. (a)     483,465  
              17,193,241  
Consumer Staples - 0.9%
  4,800     Medifast, Inc.     768,768  
  7,700     Seneca Foods Corp., Class A (a)     207,900  
              976,668  
Energy - 4.7%
  135,800     Abraxas Petroleum Corp. (a)     392,462  
  9,238     CONSOL Energy, Inc. (a)     354,277  
  43,470     Dawson Geophysical Co. (a)     343,413  
  57,765     Natural Gas Services Group, Inc. (a)     1,363,254  
  67,501     Newpark Resources, Inc. (a)     732,386  
  78,000     Profire Energy, Inc. (a)     263,640  
  39,100     SunCoke Energy, Inc. (a)     523,940  
  33,049     Unit Corp. (a)     844,732  
  45,400     W&T Offshore, Inc. (a)     324,610  
              5,142,714  
Financial Services - 17.1%
  41,100     Arbor Realty Trust, Inc. REIT     428,673  
  160,255     Atlas Financial Holdings, Inc. (a)     1,402,231  
  13,700     Berkshire Hills Bancorp, Inc.     556,220  
  25,326     Braemar Hotels & Resorts, Inc. REIT     289,223  
  6,100     Carolina Financial Corp.     261,812  
  23,028     Cass Information Systems, Inc.     1,584,787  
  19,800     CatchMark Timber Trust, Inc., Class A REIT     252,054  
  17,400     Central Valley Community Bancorp     368,184  
  29,500     Crawford & Co., Class B     255,175  
  3,062     Diamond Hill Investment Group, Inc. (a)     595,345  
  17,800     Enterprise Financial Services Corp.     960,310  
  49,600     EZCORP, Inc., Class A (a)     597,680  
  11,100     Federal Agricultural Mortgage Corp., Class C     993,228  
  19,200     FedNat Holding Co.     442,944  
  18,500     Financial Institutions, Inc.     608,650  
  13,800     First Defiance Financial Corp.     925,428  

 

Shares     Security Description   Value  
Financial Services - 17.1% (continued)
  16,500     First Internet Bancorp   $ 562,650  
  17,400     Flushing Financial Corp.     454,140  
  49,207     Fortress Transportation & Infrastructure Investors, LLC     889,171  
  10,200     FS Bancorp, Inc.     645,150  
  10,872     Health Insurance Innovations, Inc., Class A (a)     351,709  
  29,850     Horizon Bancorp     617,597  
  24,700     Independent Bank Corp.     629,850  
  34,448     NMI Holdings, Inc., Class A (a)     561,502  
  44,500     OFG Bancorp     625,225  
  12,500     Old Line Bancshares, Inc.     436,375  
  21,200     Peapack Gladstone Financial Corp.     733,308  
  9,200     Preferred Bank/Los Angeles CA     565,432  
  19,187     Premier Financial Bancorp, Inc.     358,221  
  59,540     Pzena Investment Management, Inc., Class A     548,363  
              18,500,637  
Health Care - 23.4%
  10,315     Aclaris Therapeutics, Inc. (a)     205,991  
  60,375     Addus HomeCare Corp. (a)     3,456,469  
  26,200     Adverum Biotechnologies, Inc. (a)     138,860  
  23,291     Aldeyra Therapeutics, Inc. (a)     185,163  
  58,142     AMAG Pharmaceuticals, Inc. (a)     1,133,769  
  19,500     AngioDynamics, Inc. (a)     433,680  
  152,552     Antares Pharma, Inc. (a)     393,584  
  56,448     Apollo Endosurgery, Inc. (a)     394,007  
  49,400     Applied Genetic Technologies Corp. (a)     182,780  
  31,100     Ardelyx, Inc. (a)     115,070  
  31,700     Arrowhead Pharmaceuticals, Inc. (a)     431,120  
  41,200     BioCryst Pharmaceuticals, Inc. (a)     236,076  
  4,900     BioSpecifics Technologies Corp. (a)     219,814  
  28,446     BioTelemetry, Inc. (a)     1,280,070  
  27,400     Calithera Biosciences, Inc. (a)     137,000  
  8,218     Cardiovascular Systems, Inc. (a)     265,770  
  75,638     Castlight Health, Inc., Class B (a)     321,461  
  25,400     ChemoCentryx, Inc. (a)     334,518  
  10,070     Clearside Biomedical, Inc. (a)     107,648  
  12,900     Concert Pharmaceuticals, Inc. (a)     217,107  
  118,975     Cross Country Healthcare, Inc. (a)     1,338,469  
  45,200     Enzo Biochem, Inc. (a)     234,588  
  55,219     Fortress Biotech, Inc. (a)     164,553  
  82,400     Harvard Bioscience, Inc. (a)     440,840  
  6,800     IntriCon Corp. (a)     274,040  
  12,348     K2M Group Holdings, Inc. (a)     277,830  
  75,900     MEI Pharma, Inc. (a)     299,046  
  28,900     Melinta Therapeutics, Inc. (a)     183,515  
  14,896     Minerva Neurosciences, Inc. (a)     122,892  
  44,048     National Research Corp., Class A     1,647,395  
  88,237     NeoGenomics, Inc. (a)     1,156,787  
  53,654     Neos Therapeutics, Inc. (a)     335,338  
  29,416     Nuvectra Corp. (a)     603,910  
  9,800     PetIQ, Inc. (a)     263,228  
  57,076     Pfenex, Inc. (a)     308,781  
  36,700     Progenics Pharmaceuticals, Inc. (a)     295,068  
  49,400     RadNet, Inc. (a)     741,000  
  9,115     Repligen Corp. (a)     428,770  
  9,365     Retrophin, Inc. (a)     255,290  
  52,447     SeaSpine Holdings Corp. (a)     661,881  
  4,320     Supernus Pharmaceuticals, Inc. (a)     258,552  
  8,600     Surmodics, Inc. (a)     474,720  
  3,800     The Providence Service Corp. (a)     298,490  
  29,360     Utah Medical Products, Inc.     3,234,004  

 

See Notes to Financial Statements.

18

ACUITAS US MICROCAP FUND

SCHEDULE OF INVESTMENTS

JUNE 30, 2018

 

Shares     Security Description   Value  
Health Care - 23.4% (continued)
  29,000     Verastem, Inc. (a)   $ 199,520  
  55,790     ViewRay, Inc. (a)     386,067  
  11,604     Viking Therapeutics, Inc. (a)     110,122  
  10,500     XOMA Corp. (a)     219,240  
              25,403,893  
Materials & Processing - 5.7%
  26,900     American Vanguard Corp.     617,355  
  27,115     Culp, Inc.     665,673  
  113,700     Intrepid Potash, Inc. (a)     466,170  
  9,323     KMG Chemicals, Inc.     687,851  
  8,700     Koppers Holdings, Inc. (a)     333,645  
  35,700     Nexeo Solutions, Inc. (a)     325,941  
  8,200     Oil-Dri Corp. of America     345,548  
  11,100     Patrick Industries, Inc. (a)     631,035  
  36,100     PGT Innovations, Inc. (a)     752,685  
  25,582     Quanex Building Products Corp.     459,197  
  6,624     U.S.Concrete, Inc. (a)     347,760  
  24,000     Verso Corp. (a)     522,240  
              6,155,100  
Producer Durables - 14.4%
  12,900     ArcBest Corp.     589,530  
  21,900     Briggs & Stratton Corp.     385,659  
  21,500     CAI International, Inc. (a)     499,660  
  14,400     Columbus McKinnon Corp.     624,384  
  33,800     Commercial Vehicle Group, Inc. (a)     248,092  
  15,800     Covenant Transportation Group, Inc., Class A (a)     497,700  
  16,400     Global Brass & Copper Holdings, Inc.     514,140  
  16,670     GP Strategies Corp. (a)     293,392  
  105,134     Graham Corp.     2,713,508  
  82,992     Great Lakes Dredge & Dock Corp. (a)     435,708  
  24,775     Kornit Digital, Ltd. (a)     440,995  
  23,160     Marlin Business Services Corp.     691,326  
  18,715     Marten Transport, Ltd.     438,867  
  44,610     SP Plus Corp. (a)     1,659,492  
  59,740     Thermon Group Holdings, Inc. (a)     1,366,254  
  28,600     Titan Machinery, Inc. (a)     444,730  
  17,484     Tutor Perini Corp. (a)     322,580  
  46,344     UFP Technologies, Inc. (a)     1,429,712  
  15,200     Vectrus, Inc. (a)     468,464  
  19,026     Vishay Precision Group, Inc. (a)     725,842  
  5,600     VSE Corp.     267,568  
  52,323     YRC Worldwide, Inc. (a)     525,846  
              15,583,449  
Technology - 10.1%
  125,705     American Software, Inc., Class A     1,831,522  
  25,033     CalAmp Corp. (a)     586,523  
  21,534     Carbonite, Inc. (a)     751,537  
  111,310     Clearfield, Inc. (a)     1,229,976  
  19,400     Electro Scientific Industries, Inc. (a)     305,938  
  24,591     Five9, Inc. (a)     850,111  
  27,100     Kimball Electronics, Inc. (a)     495,930  
  55,478     Leaf Group, Ltd. (a)     601,936  
  19,200     Nova Measuring Instruments, Ltd. (a)     523,200  
  39,605     Perficient, Inc. (a)     1,044,384  
  35,575     PlayAGS, Inc. (a)     963,015  
  37,512     Quantenna Communications, Inc. (a)     582,936  
  24,300     Rudolph Technologies, Inc. (a)     719,280  
  24,900     Ultra Clean Holdings, Inc. (a)     413,340  
              10,899,628  

 

Shares     Security Description   Value  
Utilities - 1.0%  
  115,300     Atlantic Power Corp. (a)   $ 253,660  
  37,025     Boingo Wireless, Inc. (a)     836,395  
              1,090,055  
Total Common Stock (Cost $80,478,431)     100,945,385  
Exchange Traded Fund - 4.1%
  33,960     iShares Russell 2000 Value ETF (Cost $4,407,465)     4,480,003  
Money Market Fund - 2.7%
  2,943,301     BlackRock Liquidity Funds FedFund Portfolio, Institutional Shares, 1.78% (b) (Cost $2,943,301)     2,943,301  
Investments, at value - 100.0% (Cost $87,829,197)   $ 108,368,689  
Other Assets & Liabilities, Net - 0.0%     (29,524 )
Net Assets - 100.0%   $ 108,339,165  

 

ETF Exchange Traded Fund

LLC Limited Liability Company

REIT Real Estate Investment Trust

(a) Non-income producing security.

(b) Dividend yield changes daily to reflect current market conditions. Rate was the quoted yield as of June 30, 2018.

 

The following is a summary of the inputs used to value the Fund's investments as of June 30, 2018.

 

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   $ 105,425,388  
Level 2 - Other Significant Observable Inputs     2,943,301  
Level 3 - Significant Unobservable Inputs      
Total   $ 108,368,689  

 

The Level 1 value displayed in this table is Common Stock and Exchange Traded Funds. 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 year ended June 30, 2018.

 

PORTFOLIO HOLDINGS (Unaudited) % of Total Investments
Consumer Discretionary     15.9 %
Consumer Staples     0.9 %
Energy     4.7 %
Financial Services     17.1 %
Health Care     23.4 %
Materials & Processing     5.7 %
Producer Durables     14.4 %
Technology     10.1 %
Utilities     1.0 %
Exchange Traded Fund     4.1 %
Money Market Fund     2.7 %
      100.0 %

 

See Notes to Financial Statements.

19

ACUITAS US MICROCAP FUND

STATEMENT OF ASSETS AND LIABILITIES

JUNE 30, 2018

 

ASSETS
Investments, at value (Cost $87,829,197)   $ 108,368,689  
Receivables:
Fund shares sold     88,641  
Investment securities sold     129,576  
Dividends     48,809  
Prepaid expenses     18,288  
Total Assets     108,654,003  
LIABILITIES
Payables:
Investment securities purchased     136,725  
Fund shares redeemed     1,926  
Accrued Liabilities:
Investment adviser fees     120,818  
Trustees’ fees and expenses     351  
Fund services fees     14,698  
Other expenses     40,320  
Total Liabilities     314,838  
NET ASSETS   $ 108,339,165  
COMPONENTS OF NET ASSETS
Paid-in capital   $ 80,224,348  
Accumulated net investment loss     (47,511 )
Accumulated net realized gain     7,622,836  
Net unrealized appreciation     20,539,492  
NET ASSETS   $ 108,339,165  
SHARES OF BENEFICIAL INTEREST AT NO PAR VALUE (UNLIMITED SHARES AUTHORIZED)
Institutional Shares     7,643,484  
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE*
Institutional Shares (based on net assets of $108,339,165)   $ 14.17  

 

* Shares redeemed or exchanged within 60 days of purchase are charged a 1.00% redemption fee.

 

See Notes to Financial Statements.

20

ACUITAS US MICROCAP FUND

STATEMENT OF OPERATIONS

YEAR ENDED JUNE 30, 2018

 

INVESTMENT INCOME
Dividend income (Net of foreign withholding taxes of $(869))   $ 779,266  
Interest income     31  
Total Investment Income     779,297  
EXPENSES
Investment adviser fees     1,373,461  
Fund services fees     187,259  
Shareholder service fees     97,465  
Custodian fees     20,111  
Registration fees     17,682  
Professional fees     35,234  
Trustees' fees and expenses     5,793  
Other expenses     30,159  
Total Expenses     1,767,164  
Fees waived     (99,392 )
Net Expenses     1,667,772  
NET INVESTMENT LOSS     (888,475 )
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain on investments     10,834,970  
Net change in unrealized appreciation (depreciation) on investments     5,420,770  
NET REALIZED AND UNREALIZED GAIN     16,255,740  
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $ 15,367,265  

 

See Notes to Financial Statements.

21

ACUITAS US MICROCAP FUND

STATEMENTS OF CHANGES IN NET ASSETS

 

 

    For the Years Ended June 30,  
  2018   2017  
OPERATIONS
Net investment loss   $ (888,475 )   $ (616,858 )
Net realized gain     10,834,970       2,584,475  
Net change in unrealized appreciation (depreciation)     5,420,770       13,037,255  
Increase in Net Assets Resulting from Operations     15,367,265       15,004,872  
                 
DISTRIBUTIONS TO SHAREHOLDERS FROM                
Net realized gain:                
Institutional Shares     (3,399,933 )     (754,553 )
Total Distributions to Shareholders     (3,399,933 )     (754,553 )
                 
CAPITAL SHARE TRANSACTIONS                
Sale of shares:                
Institutional Shares     14,489,617       20,667,507  
Reinvestment of distributions:                
Institutional Shares     3,399,574       751,682  
Redemption of shares:                
Institutional Shares     (9,207,906 )     (14,136,349 )
Redemption fees:                
Institutional Shares     219       1,256  
Increase in Net Assets from Capital Share Transactions     8,681,504       7,284,096  
Increase in Net Assets     20,648,836       21,534,415  
                 
NET ASSETS                
Beginning of Year     87,690,329       66,155,914  
End of Year (Including line (a))   $ 108,339,165     $ 87,690,329  
SHARE TRANSACTIONS                
Sale of shares:                
Institutional Shares     1,094,290       1,728,178  
Reinvestment of distributions:                
Institutional Shares     257,543       60,473  
Redemption of shares:                
Institutional Shares     (686,187 )     (1,181,991 )
Increase in Shares     665,646       606,660  
                 
(a) Accumulated net investment loss   $ (47,511 )   $ (424,621 )

 

See Notes to Financial Statements.

22

ACUITAS US MICROCAP FUND

FINANCIAL HIGHLIGHTS

 

 

These financial highlights reflect selected data for a share outstanding throughout each period.

 

    For the Years Ended June 30,    
July 18, 2014 (a)
Through June 30, 2015
 
    2018     2017     2016      
INSTITUTIONAL SHARES
NET ASSET VALUE, Beginning of Period   $ 12.57     $ 10.38     $ 11.27     $ 10.00  
INVESTMENT OPERATIONS                                
Net investment loss (b)     (0.12 )     (0.09 )     (0.08 )     (0.07 )
Net realized and unrealized gain (loss)     2.19       2.39       (0.41 )     1.34  
Total from Investment Operations     2.07       2.30       (0.49 )     1.27  
DISTRIBUTIONS TO SHAREHOLDERS FROM                                
Net realized gain     (0.47 )     (0.11 )     (0.40 )      
Total Distributions to Shareholders     (0.47 )     (0.11 )     (0.40 )      
REDEMPTION FEES(b)     0.00 (c)     0.00 (c)     0.00 (c)     0.00 (c)
NET ASSET VALUE, End of Period   $ 14.17     $ 12.57     $ 10.38     $ 11.27  
TOTAL RETURN     16.77 %     22.21 %     (4.27 )%     12.70 %(d)
                                 
RATIOS/SUPPLEMENTARY DATA                                
Net Assets at End of Period (000s omitted)   $ 108,339     $ 87,690     $ 66,156     $ 37,823  
Ratios to Average Net Assets:                                
Net investment loss     (0.91 )%     (0.78 )%     (0.80 )%     (0.74 )%(e)
Net expenses     1.70 %     1.70 %     1.70 %     1.70 %(e)
Gross expenses (f)     1.80 %     1.86 %     2.04 %     2.37 %(e)
PORTFOLIO TURNOVER RATE     48 %     50 %     52 %     58 %(d)

 

(a) Commencement of operations.

(b) Calculated based on average shares outstanding during each period.

(c) Less than $0.01 per share.

(d) Not annualized.

(e) Annualized.

(f) Reflects the expense ratio excluding any waivers and/or reimbursements.

 

See Notes to Financial Statements.

23

ACUITAS FUNDS
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2018

 

Note 1. Organization

 

Acuitas International Small Cap Fund and Acuitas US Microcap 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, 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. Each Fund currently offers two classes of shares: Institutional Shares and Investors Shares. As of June 30, 2018, Investor Shares had not commenced operations. Each Fund seeks capital appreciation. Each Fund commenced operations on July 18, 2014.

 

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 year. 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. Forward currency contracts are generally valued based on interpolation of forward curve data points obtained from major banking institutions that deal in foreign currencies and currency dealers. Exchange-traded options for which the last quoted sale price is outside the closing bid and ask price, will be valued at the mean of the closing bid and ask price. Shares of non-exchange traded open-end mutual funds are valued at net asset value (“NAV”). Short-term investments that mature in sixty 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 3, 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 - Prices determined using significant other observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). Short-term securities with maturities of sixty days or less are valued at amortized cost, which approximates market value, and are categorized as Level 2 in the hierarchy. Municipal securities, long-term U.S. government obligations and corporate debt securities are valued in accordance with the evaluated price supplied by the pricing service and

24

ACUITAS FUNDS

NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2018

 

generally categorized as Level 2 in the hierarchy. Other securities that are categorized as Level 2 in the hierarchy include, but are not limited to, warrants that do not trade on an exchange, securities valued at the mean between the last reported bid and ask quotation and international equity securities valued by an independent third party with adjustments for changes in value between the time of the securities respective local market closes and the close of the U.S. market.

 

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 June 30, 2018, 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. 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 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 June 30, 2018, there are no uncertain tax positions that would require financial statement recognition, de-recognition or disclosure.

 

In addition to the requirements of the Code, the Acuitas International Small Cap Fund may also be subject to capital gains tax in Thailand on gains realized upon sale of Thai securities, payable upon repatriation of sales proceeds. Funds with exposure to Thai securities accrue a deferred liability for unrealized gains based on existing tax rates of the securities. As of June 30, 2018, the Acuitas International Small Cap Fund recorded Thai capital gains tax in the amount of $4,722, which is included in the line item Net realized gain (loss) on investments.

25

ACUITAS FUNDS

NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2018

 

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.

 

Redemption Fees – A shareholder who redeems or exchanges shares within 60 days of purchase will incur a redemption fee of 1.00% of the current NAV of shares redeemed or exchanged, subject to certain limitations. The fee is charged for the benefit of the 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. Each Fund has determined that none of these arrangements requires disclosure on each Fund’s balance sheet.

 

Note 3. Fees and Expenses

 

Investment Adviser – Acuitas Investments, LLC (the “Adviser”) is the investment adviser to the Funds. Pursuant to an investment advisory agreement, the Adviser receives an advisory fee, payable monthly, at an annual rate of 1.20% and 1.40% of the average daily net assets of Acuitas International Small Cap Fund and Acuitas US Microcap Fund, respectively.

 

Each sub-advisory fee, calculated as a percentage of each Fund’s average daily net assets managed by each subadviser, is paid by the Adviser.

 

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 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 4. Expense Reimbursement and Fees Waived

 

The Adviser has contractually agreed to waive its fee and/or reimburse 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) of Institutional Shares to 1.50% and Investor Shares to 1.75% through November 1, 2018, for Acuitas International Small Cap Fund. The Adviser has also contractually agreed to waive its fees and/or reimburse expenses to limit total annual operating expenses (excluding all taxes, interest, portfolio transaction expenses, acquired fund fees and expenses, proxy expenses and extraordinary expenses) of Institutional Shares to 1.70% and Investor Shares to 1.95% through November 1, 2018, for Acuitas US Microcap Fund. Other fund service providers have voluntarily agreed to waive a portion of their fees. Voluntary fee waivers

26

ACUITAS FUNDS

NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2018

 

may be reduced or eliminated at any time. For the year ended June 30, 2018, the fees waived and/or reimbursed expenses were as follows:

 

   
Investment Adviser
 Fees Waived
    Other Waivers    
Total Fees Waived
 and Expenses
Reimbursed
 
Acuitas International Small Cap Fund   $ 228,607     $ 12,375     $ 240,982  
Acuitas US Microcap Fund     82,163       17,229       99,392  

 

Each Fund 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 fund operating expenses of each Fund class to exceed the expense cap in place at the time the fees were waived. As of June 30, 2018, $699,001 and $310,835 are subject to recapture by the adviser for the Acuitas International Small Cap Fund and the Acuitas US Microcap Fund, respectively.

 

Note 5. Security Transactions

 

The cost of purchases and proceeds from sales of investment securities (including maturities), other than short-term investments during the year ended June 30, 2018, were as follows:

 

    Purchases     Sales  
Acuitas International Small Cap Fund   $ 69,083,674     $ 69,691,748  
Acuitas US Microcap Fund     49,581,518       45,982,969  

 

Note 6. Federal Income Tax

 

As of June 30, 2018, the cost for federal income tax purposes and the components of net unrealized appreciation (depreciation) were as follows:

 

    Tax Cost of Investments    
Gross Unrealized
Appreciation
   
Gross Unrealized
Depreciation
   
Net Unrealized
Appreciation
 
Acuitas International Small Cap Fund   $ 46,215,463     $ 3,937,066     $ (2,616,338 )   $ 1,320,728  
Acuitas US Microcap Fund     88,176,231       25,276,607       (5,084,149 )     20,192,458  

 

Distributions paid during the fiscal years ended as noted were characterized for tax purposes as follows:

 

      Ordinary Income     Long-Term Capital Gain     Total  
Acuitas International Small Cap Fund                          
2018     $ 2,541,258     $     $ 2,541,258  
2017       871,425             871,425  
Acuitas US Microcap Fund                          
2018             3,399,933       3,399,933  
2017             754,553       754,553  

 

As of June 30, 2018, distributable earnings (accumulated loss) on a tax basis were as follows:

 

    Undistributed Ordinary Income    
Undistributed
Long-Term Gain
   
Capital and
Other Losses
   
Unrealized
Appreciation
    Total  
Acuitas International Small Cap Fund   $ 532,926     $     $ (301,763 )   $ 1,307,111     $ 1,538,274  
Acuitas US Microcap Fund     335,697       7,586,662             20,192,458       28,114,817  

 

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 contracts, investments in passive foreign investment companies (“PFIC”) and wash sales in the Acuitas International Small Cap Fund and investments in PFICs, equity return of capital, partnerships, real estate investment trusts and wash sales in the Acuitas US Microcap Fund.

27

ACUITAS FUNDS

NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2018

 

As of June 30, 2018, the Acuitas International Small Cap Fund and Acuitas US Microcap Fund had $301,763 and $0, respectively, of available short-term capital loss carryforwards and $0 and $0, respectively of available long-term capital loss carryforwards that have no expiration date.

 

On the Statements of Assets and Liabilities, as a result of permanent book to tax differences, certain amounts have been reclassified for the year ended June 30, 2018. The following reclassifications were the result of currency gains and losses and investments in PFICs in the Acuitas International Small Cap Fund and net investment loss offsetting short-term capital gains, REIT distributions, partnership distributions, K-1 income/(loss) and equity return of capital in the Acuitas US Microcap Fund and have no impact on the net assets of each Fund.

 

   
Undistributed Net
Investment Income
   
Accumulated Net
Realized Loss
    Paid-in-Capital  
Acuitas International Small Cap Fund   $ 1,995,492     $ (1,995,494 )   $ 2  
Acuitas US Microcap Fund     1,265,585       (1,265,585 )      

 

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.

28

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Trustees of Forum Funds II
and the Shareholders of Acuitas International Small Cap Fund
and Acuitas US Microcap Fund

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of assets and liabilities of Acuitas International Small Cap Fund and Acuitas US Microcap Fund, each a series of shares of beneficial interest in Forum Funds II (the “Funds”), including the schedules of investments, as of June 30, 2018, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended and the financial highlights for each of the years in the three-year period then ended and for the period from July 18, 2014 (commencement of operations) through June 30, 2015, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Funds as of June 30, 2018, and the results of their operations for the year then ended, the changes in their net assets for each of the years in the two-year period then ended and their financial highlights for each of the years in the three-year period then ended and for the period July 18, 2014 through June 30, 2015, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Funds' management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities law and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risk of material misstatement of those financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2018 by correspondence with the custodian and brokers, or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

 

 

BBD, LLP

 

We have served as the auditor of one or more of the Funds in the Forum Funds II since 2013.

 

Philadelphia, Pennsylvania

 

August 22, 2018

29

ACUITAS FUNDS

ADDITIONAL INFORMATION (Unaudited)
JUNE 30, 2018

 

Investment Advisory Agreement Approval

 

At the June 15, 2018 Board meeting (the “June meeting”), the Board, including the Independent Trustees, met in person and considered the approval of the continuance of the investment advisory agreement between Acuitas Investments, LLC (the “Adviser”) and the Trust pertaining to the Funds (the “Advisory Agreement”) and the subadvisory agreements between the Adviser and each of Advisory Research, Inc., Algert Global, LLC, ClariVest Asset Management, LLC, DePrince, Race, & Zollo, Inc. and Falcon Point Capital, LLC (each a “Subadviser”) (the “Subadvisory Agreements”).

 

In preparation for the June meeting, the Board was presented with a range of information to assist in its deliberations. The Board requested and reviewed written responses from the Adviser and each Subadviser to a letter circulated on the Board's behalf concerning the personnel, operations, financial condition, performance, compensation, and services provided to the Funds by the Adviser and each of the respective Subadvisers. During its deliberations, the Board received an oral presentation from the Adviser and discussed the materials with the Adviser, independent legal counsel to the Independent Trustees (“Independent Legal Counsel”), and, as necessary, with the Trust's administrator, Atlantic Fund Services. The Independent Trustees also met in executive session with Independent Legal Counsel while deliberating.

 

At the June meeting, the Board reviewed, among other matters, the topics discussed below.

 

Nature, Extent and Quality of Services

 

Based on written materials received and the presentation from personnel of the Adviser regarding the operations of the Adviser and each Subadviser, the Board considered the quality of services provided by the Adviser under the Advisory Agreement and by each Subadviser under the respective Subadvisory Agreement. In this regard, the Board considered information regarding the experience, qualifications and professional background of the portfolio managers and other personnel at the Adviser and each Subadviser with principal responsibility for the Funds’ investments; the investment philosophy and decision-making process of the Adviser’s and Subadvisers’ investment professionals; the quality of the Adviser’s and Subadvisers’ services with respect to regulatory compliance; and the Adviser’s and each Subadviser’s representations that each firm is in stable financial condition to allow each firm to provide quality advisory services to the Funds.

 

The Board also considered the Adviser’s analysis of and recommendation to approve the continuance of the Subadvisory Agreements with the Subadvisers. The Board concluded that, overall, it was satisfied with the nature, extent and quality of services provided to the Funds by the Adviser under the Advisory Agreement and by each Subadviser under the respective Subadvisory Agreements.

 

Performance

 

In connection with a presentation by the Adviser regarding its approach to managing the Funds, including the investment objective and strategy of each Fund and the Adviser’s discussion of the performance of each of the Subadvisers, the Board reviewed the performance of the Microcap Fund and International Small Cap Fund compared to their respective benchmarks. The Board observed that the Microcap Fund underperformed the Russell Microcap Index, the Microcap Fund’s primary benchmark index, for the one-year period ended March 31, 2018, and outperformed the index for the three-year period ended March 31, 2018, and for the period since the Microcap Fund’s inception on July 18, 2014. The Board observed that the International Small Cap Fund underperformed the Russell Global ex-US Small Cap Index, the International Small Cap Fund’s primary benchmark index, for the one- and three-year periods ended March 31, 2018, and for the period since the International Small Cap Fund’s inception on July 18, 2014. The Board also considered the Funds’ performance relative to independent peer groups of funds identified by Broadridge Financial Solutions, Inc. (“Broadridge”) as having characteristics similar to those of the respective Funds. Based on information presented by Broadridge, the Board observed that the Microcap Fund outperformed the median of its Broadridge peers for the one- and three-year periods ended March 31, 2018. The Board observed that the International Small Cap Fund underperformed the median of its Broadridge peers for the one- and three-year periods ended March 31, 2018.

 

The Board noted the Adviser’s representation that the International Small Cap Fund’s underperformance relative to the benchmark index and peer group could be attributed, in part, to poor stock selection and the International Small Cap Fund’s value bias in a market environment that favored growth managers over the past several years. The Board also noted the Adviser’s representation that, despite the International Small Cap Fund’s short-term underperformance, the Adviser remained confident in all of its subadvisers and the performance of the Fund going forward.. The Board noted the Adviser’s representation that the Microcap

30

ACUITAS FUNDS

ADDITIONAL INFORMATION (Unaudited)
JUNE 30, 2018

 

Fund’s underperformance relative to the benchmark index over the one-year period could be attributed, in part, to the Microcap Fund’s sector allocations, which detracted from performance overall for the one-year period. With respect to the Microcap Fund’s performance relative to the Broadridge peers, the Board also noted the Adviser’s representation that the Microcap Fund’s Broadridge peer group was not an optimal representation of the Microcap Fund’s investment strategy because the funds within the peer group were heavily weighted toward small cap managers. At the request of the Adviser, the Board then reviewed performance of the Microcap Fund compared to that of a group of peer funds identified by the Adviser as being a more optimal comparison to the Microcap Fund (“Comparable Funds”). The Board observed that the Microcap Fund’s performance was more closely aligned with the performance of the respective Comparable Funds than the performance of the respective Broadridge peer group for the one-year period ended March 31, 2018.

 

The Board also evaluated the Adviser's assessment of each Subadviser’s performance. The Board acknowledged the Adviser’s representation that the different Subadvisers could be expected to achieve different performance results in light of the differences in their strategies, allocated assets, and market environment. In this regard, the Board noted that the Adviser emphasized its responsibility for allocating each Fund’s assets among Subadvisers on an ongoing basis in order to achieve the applicable Fund’s investment objective. In view of the respective roles of the Adviser and Subadvisers, the Board determined that it was appropriate to evaluate the individual performance achieved by each Subadviser as it contributed to the performance of the Fund as a whole. Based on the foregoing, among other applicable considerations, the Board concluded that each Fund and their respective shareholders could benefit from the Adviser’s management under the Advisory Agreement.

 

Compensation

 

The Board evaluated the Adviser’s compensation for providing advisory services to the Funds and analyzed comparative information on actual advisory fee rates and actual total expenses of the Funds’ Broadridge peers. The Board noted that, based on the information provided by Broadridge, the actual advisory fee for the International Small Cap Fund was less than the median of its Broadridge peers and the actual total expenses were higher than the median of the Broadridge peers. The Board observed that, based on the information provided by Broadridge, the actual advisory fee and actual total expenses for the Microcap Fund were each higher than the median of its Broadridge peers. The Board noted the Adviser’s representation that the Microcap Fund’s Broadridge peers are heavily weighted toward small cap managers, which offer lower fees than microcap managers, which could account for some of the variance in the fee and expense comparison. With respect to the International Small Cap Fund’s peers, the Board noted the Adviser’s representation that many of the Broadridge peers identified tended to have much greater assets under management than the International Small Cap Fund, which afforded those peers greater opportunity to achieve economies of scale and offer reduced fees and expenses. Finally, the Board noted the Adviser’s representation that several of the funds listed in the respective Broadridge peer groups did not operate pursuant to a multi-manager structure and that, unlike the peers in the Broadridge peer group, the Adviser paid each of the Subadvisers directly from the advisory fee paid to the Adviser such that the fees and expenses of the Broadridge peers were not directly comparable. Based on the foregoing and other applicable considerations, the Board concluded that the Adviser’s advisory fee rate charged to each Fund appeared to be reasonable in light of the nature, extent and quality of services provided by the Adviser.

 

Cost of Services and Profitability

 

The Board considered information provided by the Adviser regarding the costs of services and its profitability with respect to the Funds. In this regard, the Board considered the Adviser’s resources devoted to the Funds, as well as the Adviser’s discussion of the aggregate costs and profitability of its mutual fund activity, including the percentage and amount of the Adviser’s fee that the Adviser retained and the percentage and amount of the Adviser’s fee that was paid to the Subadvisers. The Board noted that the Adviser does not maintain separate profit and loss data by account, making it difficult to assess costs incurred specific to providing services to the Funds. The Board did note the Adviser’s representation that the operation of the Funds was more complex from a compliance and oversight perspective and drew more resources than the firm’s other business but that the Adviser is currently capturing a small profit from each Fund. Based on these and other applicable considerations, the Board concluded that the Adviser’s profits attributable to management of the Funds did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. The Board also noted the Adviser’s representation that the Adviser continues to pay its subadvisers directly from the Adviser’s advisory fees and that the Adviser continued to subsidize the operation of the Funds by waiving its advisory fee and reimbursing expenses to the extent necessary to keep the Funds’ total expense ratios at competitive levels.

31

ACUITAS FUNDS

ADDITIONAL INFORMATION (Unaudited)
JUNE 30, 2018

 

The Board did not consider information regarding the costs of services provided or profits realized by the Subadvisers from their relationships with the Funds, noting instead the arms-length nature of the relationship between the Adviser and each Subadviser with respect to the negotiation of the subadvisory fee rate on behalf of the Funds and that the Adviser, and not the Funds, was responsible for paying the subadvisory fee due under each Subadvisory Agreement.

 

Economies of Scale

 

The Board considered whether the Funds are benefitting, or would benefit in the future, from any economies of scale. In this respect, the Board noted the Adviser’s representation that the Funds were benefitting from expenses subsidized by the Adviser. The Board noted the Adviser’s representation that, although the Funds could continue to benefit from economies of scale as assets grow, the Adviser was not proposing breakpoints in the advisory fee at this time. Based on the foregoing representations and the size of the Funds, the Board concluded that economies of scale were not a material factor in approving the continuation of the Advisory Agreement.

 

Other Benefits

 

The Board noted the Adviser’s representation that, aside from its contractual advisory fees, it does not benefit in a material way from its relationship with the Funds. Based on the foregoing representation, the Board concluded that other benefits received by the Adviser from its relationship with the Funds were not a material factor in approving the continuation of the Advisory Agreement.

 

Conclusion

 

The Board did not identify any single factor as being of paramount importance, and different Trustees may have given different weight to different factors. In addition, various materials provided to and discussed with the Board throughout the year, including with respect to performance and compliance, also informed the Board’s decision. In light of the fact that the Funds are multi-manager Funds, however, for which the Adviser identifies Subadvisers whose strategies it seeks to combine to achieve the Funds’ investment objectives, when considering the renewal of the Subadvisory Agreements, the Board gave significant weight to the Adviser’s recommendation that the Subadvisory Agreements be renewed and to the Adviser’s representation that the reappointment of the Subadvisers would positively contribute to the Adviser’s successful execution of each Fund’s overall strategy. The Board reviewed a memorandum from Independent Legal Counsel discussing the legal standards applicable to its consideration of the Advisory Agreement and each Subadvisory Agreement. Based on its review, including consideration of each of the factors referenced above, the Board, in the exercise of its reasonable business judgment, approved the continuation of the Advisory Agreement and each Subadvisory Agreement.

 

Acuitas Microcap Fund (the “Fund”) – Quantum Capital Management

 

At the June 15, 2018 Board meeting (the “June meeting”), the Board, including the Independent Trustees, met in person and considered the approval of a new investment subadvisory agreement between Acuitas Investments, LLC (“Adviser”) and Quantum Capital Management (“Subadviser”) pertaining to the Fund (the “Subadvisory Agreement”). The Subadvisory Agreement was being considered in connection with the anticipated termination of a subadvisory agreement between the Adviser and WCM Investment Management (“WCM”) due to WCM no longer offering a microcap strategy appropriate for its respective portion of the Microcap Fund (the “Sleeve”). In preparation for its deliberations, the Board requested and reviewed written responses from the Subadviser to a due diligence questionnaire circulated on the Board's behalf concerning the Subadviser’s personnel, operations, financial condition, performance, compensation, and services to be provided to the Sleeve by the Subadviser. The Board also discussed the materials with Fund/Trustee Counsel and, as necessary, with the Trust's administrator, Atlantic Fund Services. During its deliberations, the Board received an oral presentation from the Adviser and Subadviser and was assisted by the advice of Fund/Trustee Counsel.

 

Nature, Extent and Quality of Services

 

The Board received a presentation from senior representatives of the Subadviser and the Adviser and discussed the Subadviser’s personnel, operations and financial condition. In this context, the Board considered the adequacy of the Subadviser’s resources and the quality of services to be provided by the Subadviser under the Subadvisory Agreement. The Board reviewed information regarding the experience, qualifications and professional background of the portfolio managers and other personnel at the Subadviser who would have responsibility for the Sleeve. The Board considered the investment philosophy and decision-making processes of

32

ACUITAS FUNDS

ADDITIONAL INFORMATION (Unaudited)
JUNE 30, 2018

 

those professionals and the capability and integrity of the Subadviser’s senior management and staff. The Board also evaluated the anticipated quality of the Subadviser’s services with respect to regulatory compliance and compliance with client investment policies and restrictions. In addition, the Board took into consideration the Adviser’s recommendation with respect to the Subadviser. The Board noted the Subadviser’s representation that it is financially stable and able to provide investment advisory services to the Fund. The Board concluded that, overall, it was satisfied with the nature, extent, and quality of services to be provided to the Fund by the Subadviser under the Subadvisory Agreement.

 

Costs of Services and Profitability

 

The Board noted that the Adviser, and not the Fund, was responsible for paying the subadvisory fees due under the Subadvisory Agreement. The Board considered information regarding the costs of services provided or profits to be realized by the Subadviser from its relationship with the Fund, but emphasized the arm’s-length nature of the relationship between the Adviser and the Subadviser with respect to the negotiation of the subadvisory fee rate that would apply. The Board concluded that the Subadviser’s profitability was not a material factor in determining whether or not to approve the Subadvisory Agreement.

 

Performance

 

Recognizing that the Subadviser was new and had not yet managed any portion of the Fund, the Board evaluated the Adviser’s assessment of the Subadviser’s historical performance in managing a strategy similar to the one to be employed for the Sleeve, noting the Adviser had expressed satisfaction with the performance of the Subadviser and that the Adviser had recommended the approval of the Subadvisory Agreement. Based on the Adviser’s evaluation of the Subadviser’s performance and other relevant facts and circumstances, the Board concluded that the Subadviser’s management of the Sleeve could benefit the Fund and its shareholders.

 

Compensation

 

The Board reviewed the Subadviser’s proposed compensation for providing subadvisory services to the Fund and noted that the subadvisory fee received by the Subadviser would be the same as the subadvisory fee received by WCM. The Board considered information regarding the proposed compensation to be paid to the Subadviser as a result of its relationship with the Fund, and also noted the arm’s-length nature of the relationship between the Adviser and the Subadviser with respect to the negotiation of the subadvisory fee rate that would apply to the Subadviser. As a result, the Board concluded that the proposed compensation for providing subadvisory services to the Fund was not a material factor in considering the approval of the Subadvisory Agreement.

 

Economies of Scale

 

The Board considered whether the Fund would benefit from any economies of scale with respect to the Subadvisory Agreement. The Board noted that because the Adviser, and not the Fund, pays the subadvisory fee, shareholders would not benefit from any economies of scale in the form of breakpoints in the subadvisory fee rate. Based on the foregoing information and other materials presented, the Board concluded that economies of scale were not a material factor in approving the Subadvisory Agreement.

 

Other Benefits

 

The Board noted the Subadviser’s representation that, aside from its contractual subadvisory fees, it does not benefit in a material way from its relationship with the Fund. As a result, other benefits accrued by the Subadviser were not a material factor in approving the Subadvisory Agreement.

 

Conclusion

 

The Board did not identify any single factor as being of paramount importance, and different Trustees may have given different weight to different factors; however, in light of the fact that the Fund is a multi-manager Fund for which the Adviser identifies subadvisers whose strategies it seeks to combine to achieve the Fund’s investment objective, the Board gave significant weight to the Adviser’s recommendation that the Subadviser be appointed as a subadviser to the Fund and to the Adviser’s representation that the appointment of the Subadviser would positively contribute to the Adviser successfully executing the overall strategy of the Fund. Based on its review, including consideration of each of the factors referenced above, the Board (including a majority of the Independent Trustees) determined, in the exercise of its reasonable business judgment, that the subadvisory arrangement, as

33

ACUITAS FUNDS

ADDITIONAL INFORMATION (Unaudited)
JUNE 30, 2018

 

outlined in the Subadvisory Agreement, was fair and reasonable in light of the services to be performed, expenses to be incurred by the Fund and such other matters as the Board considered relevant.

 

Acuitas Microcap Fund (the “Fund”) – AltraVue Capital, LLC

 

At the June 15, 2018 Board meeting (the “June meeting”), the Board, including the Independent Trustees, met in person and considered the approval of a new investment subadvisory agreement between Acuitas Investments, LLC (“Adviser”) and AltraVue Capital, LLC (“Subadviser”) pertaining to the Fund (the “Subadvisory Agreement”). The Subadvisory Agreement was being considered in connection with the anticipated termination of a subadvisory agreement between the Adviser and WCM Investment Management (“WCM”) due to WCM no longer offering a microcap strategy appropriate for its respective portion of the Microcap Fund (the “Sleeve”). In preparation for its deliberations, the Board requested and reviewed written responses from the Subadviser to a due diligence questionnaire circulated on the Board's behalf concerning the Subadviser’s personnel, operations, financial condition, performance, compensation, and services to be provided to the Sleeve by the Subadviser. The Board also discussed the materials with Fund/Trustee Counsel and, as necessary, with the Trust's administrator, Atlantic Fund Services. During its deliberations, the Board received an oral presentation from the Adviser and Subadviser and was assisted by the advice of Fund/Trustee Counsel.

 

Nature, Extent and Quality of Services

 

The Board received a presentation from senior representatives of the Subadviser and the Adviser and discussed the Subadviser’s personnel, operations and financial condition. In this context, the Board considered the adequacy of the Subadviser’s resources and the quality of services to be provided by the Subadviser under the Subadvisory Agreement. The Board reviewed information regarding the experience, qualifications and professional background of the portfolio managers and other personnel at the Subadviser who would have responsibility for the Sleeve. The Board considered the investment philosophy and decision-making processes of those professionals and the capability and integrity of the Subadviser’s senior management and staff. The Board also evaluated the anticipated quality of the Subadviser’s services with respect to regulatory compliance and compliance with client investment policies and restrictions. In addition, the Board took into consideration the Adviser’s recommendation with respect to the Subadviser. The Board noted the Subadviser’s representation that it is financially stable and able to provide investment advisory services to the Fund. The Board concluded that, overall, it was satisfied with the nature, extent, and quality of services to be provided to the Fund by the Subadviser under the Subadvisory Agreement.

 

Costs of Services and Profitability

 

The Board noted that the Adviser, and not the Fund, was responsible for paying the subadvisory fees due under the Subadvisory Agreement. The Board considered information regarding the costs of services provided or profits to be realized by the Subadviser from its relationship with the Fund, but emphasized the arm’s-length nature of the relationship between the Adviser and the Subadviser with respect to the negotiation of the subadvisory fee rate that would apply. The Board concluded that the Subadviser’s profitability was not a material factor in determining whether or not to approve the Subadvisory Agreement.

 

Performance

 

Recognizing that the Subadviser was new and had not yet managed any portion of the Fund, the Board evaluated the Adviser’s assessment of the Subadviser’s historical performance in managing a strategy similar to the one to be employed for the Sleeve, noting the Adviser had expressed satisfaction with the performance of the Subadviser and that the Adviser had recommended the approval of the Subadvisory Agreement. Based on the Adviser’s evaluation of the Subadviser’s performance and other relevant facts and circumstances, the Board concluded that the Subadviser’s management of the Sleeve could benefit the Fund and its shareholders.

 

Compensation

 

The Board reviewed the Subadviser’s proposed compensation for providing subadvisory services to the Fund and noted that the subadvisory fee received by the Subadviser would be the same as the subadvisory fee received by WCM. The Board considered information regarding the proposed compensation to be paid to the Subadviser as a result of its relationship with the Fund, and also noted the arm’s-length nature of the relationship between the Adviser and the Subadviser with respect to the negotiation of the subadvisory fee rate that would apply to the Subadviser. As a result, the Board concluded that the proposed compensation for providing subadvisory services to the Fund was not a material factor in considering the approval of the Subadvisory Agreement.

34

ACUITAS FUNDS

ADDITIONAL INFORMATION (Unaudited)
JUNE 30, 2018

 

Economies of Scale

 

The Board considered whether the Fund would benefit from any economies of scale with respect to the Subadvisory Agreement. The Board noted that because the Adviser, and not the Fund, pays the subadvisory fee, shareholders would not benefit from any economies of scale in the form of breakpoints in the subadvisory fee rate. Based on the foregoing information and other materials presented, the Board concluded that economies of scale were not a material factor in approving the Subadvisory Agreement.

 

Other Benefits

 

The Board noted the Subadviser’s representation that, aside from its contractual subadvisory fees, it does not benefit in a material way from its relationship with the Fund. As a result, other benefits accrued by the Subadviser were not a material factor in approving the Subadvisory Agreement.

 

Conclusion

 

The Board did not identify any single factor as being of paramount importance, and different Trustees may have given different weight to different factors; however, in light of the fact that the Fund is a multi-manager Fund for which the Adviser identifies subadvisers whose strategies it seeks to combine to achieve the Fund’s investment objective, the Board gave significant weight to the Adviser’s recommendation that the Subadviser be appointed as a subadviser to the Fund and to the Adviser’s representation that the appointment of the Subadviser would positively contribute to the Adviser successfully executing the overall strategy of the Fund. Based on its review, including consideration of each of the factors referenced above, the Board (including a majority of the Independent Trustees) determined, in the exercise of its reasonable business judgment, that the subadvisory arrangement, as outlined in the Subadvisory Agreement, was fair and reasonable in light of the services to be performed, expenses to be incurred by the Fund and such other matters as the Board considered relevant.

 

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) 805-5628 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) 805-5628 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, 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 January 1, 2018 through June 30, 2018.

 

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.

35

ACUITAS FUNDS 

ADDITIONAL INFORMATION (Unaudited) 

JUNE 30, 2018

 

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
January 1, 2018
   
Ending
Account Value
June 30, 2018
   
Expenses
Paid During
Period*
   
Annualized
Expense
Ratio*
 
Acuitas International Small Cap Fund                        
Actual   $ 1,000.00     $ 968.57     $ 7.32       1.50 %
Hypothetical (5% return before expenses)   $ 1,000.00     $ 1,017.36     $ 7.50       1.50 %
Acuitas US Microcap Fund                                
Actual   $ 1,000.00     $ 1,071.05     $ 8.73       1.70 %
Hypothetical (5% return before expenses)   $ 1,000.00     $ 1,016.36     $ 8.50       1.70 %


 
* Expenses are equal to the 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 (181) divided by 365 to reflect the half-year period.

 

Federal Tax Status of Dividends Declared during the Fiscal Year

 

For federal income tax purposes, dividends from short-term capital gains are classified as ordinary income. The Acuitas International Small Cap Fund designates 51.54% of its income dividend distributed as qualifying for the qualified dividend rate (QDI) as defined in Section 1(h)(11) of the Code.

 

Trustees and Officers of the Trust

 

The Board is responsible for oversight of the management of the Trust’s business affairs and of the exercise of all the Trust’s powers except those reserved for the shareholders. The following table provides information about each Trustee and certain officers of the Trust. Each Trustee and officer holds office until the person resigns, is removed, or is replaced. Unless otherwise noted, the persons have held their principal occupations for more than five years. The address for all Trustees and officers is Three Canal Plaza, Suite 600, Portland, Maine 04101. Each Fund’s Statement of Additional Information includes additional information about the Trustees and is available, without charge and upon request, by calling (844) 805-5628.

 

Name and Year
of Birth
Position with
the Trust
Length of
Time
Served
Principal
Occupation(s) During
Past Five Years
Number of
Series in Fund
Complex
Overseen
By Trustee
Other
Directorships
Held By
Trustee During
Past Five Years
Independent Trustees
David Tucker
Born: 1958
Chairman of the Board; Trustee; Chairman, Nominating Committee and Qualified Legal Compliance Committee Since 2013 Director, Blue Sky Experience (a charitable endeavor), since 2008; Senior Vice President & General Counsel, American Century Companies (an investment management firm), 1998-2008. 2 Trustee, Forum Funds; Trustee, Forum ETF Trust; Trustee, U.S. Global Investors Funds.
36

ACUITAS FUNDS

ADDITIONAL INFORMATION (Unaudited)

JUNE 30, 2018

 

Name and Year
of Birth
Position with
 the Trust
Length of
Time
Served
Principal
Occupation(s) During
Past Five Years
Number of
Series in Fund
Complex
Overseen
By Trustee
Other
Directorships
Held By
Trustee During
Past Five Years
Mark D. Moyer
Born: 1959
Trustee; Chairman Audit Committee Since 2013 Chief Financial Officer, Freedom House (a NGO advocating political freedom and democracy), since 2017; independent consultant providing interim CFO services, principally to non-profit organizations, 2011-2017; Chief Financial Officer, Institute of International Education (a NGO administering international educational exchange programs), 2008-2011; Chief Financial Officer and Chief Restructuring Officer, Ziff Davis Media Inc. (an integrated media company), 2005-2008; Adjunct Professor of Accounting, Fairfield University from 2009-2012. 2 Trustee, Forum Funds; Trustee, Forum ETF Trust; Trustee, U.S. Global Investors Funds.
Jennifer Brown-Strabley
Born: 1964
Trustee Since 2013 Principal, Portland Global Advisors 1996-2010. 2 Trustee, Forum Funds; Trustee, Forum ETF Trust; Trustee, U.S. Global Investors Funds.
Interested Trustees(1)
Stacey E. Hong
Born: 1966
Trustee Since 2013 President, Atlantic since 2008 2 Trustee, Forum Funds, Trustee, U.S. Global Investors Funds.
John Y. Keffer
Born: 1942
Trustee Since 2013 Chairman, Atlantic since 2008; Chairman, Forum Investment Advisors, LLC since 2011; President, Forum Foundation (a charitable organization) since 2005; President, Forum Trust, LLC (a non-depository trust company chartered in the State of Maine) since 1997. 2 Trustee Forum ETF Trust; Trustee U.S. Global Investors Funds; Director, Wintergreen Fund, Inc.

 

(1) Stacey E. Hong and John Y. Keffer are currently treated as an interested persons of the Trust, as defined in the 1940 Act, due to their affiliations with Atlantic. Atlantic and Forum Investment Advisors, LLC are subsidiaries of Forum Holdings Corp. I, a Delaware corporation that is wholly owned by Mr. Keffer.
37

ACUITAS FUNDS

ADDITIONAL INFORMATION (Unaudited)

JUNE 30, 2018

 

Name and Year of Birth Position with the Trust Length of Time Served
Principal Occupation(s)
During
Past 5 Years
Officers
Jessica Chase
Born: 1970
President; Principal Executive Officer Since 2015 Senior Vice President, Atlantic since 2008.
Karen Shaw
Born: 1972
Treasurer; Principal Financial Officer Since 2013 Senior Vice President, Atlantic since 2008.
Zachary Tackett
Born: 1988
Vice President; Secretary and Anti- Money Laundering Compliance Officer Since 2014 Counsel, Atlantic since 2014; Intern Associate, Coakley & Hyde, PLLC, 2010-2013.
Timothy Bowden
Born: 1969
Vice President Since 2013 Manager, Atlantic since 2008.
Michael J.McKeen
Born: 1971
Vice President Since 2013 Senior Vice President, Atlantic since 2008.
Geoffrey Ney
Born: 1975
Vice President Since 2013 Manager, Atlantic since 2013; Senior Fund Accountant, Atlantic, 2008-2013.
Todd Proulx
Born: 1978
Vice President Since 2013 Manager, Atlantic since 2013; Senior Fund Accountant, Atlantic, 2008-2013.
Carlyn Edgar
Born: 1963
Chief Compliance Officer Since 2013 Senior Vice President, Atlantic since 2008.
38

FOR MORE INFORMATION

 

Investment Adviser

Acuitas Investments, LLC

520 Pike Street, Suite 1221

Seattle, WA 98101

www.acuitasinvestments.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

 

Acuitas International Small Cap Fund

Acuitas US Microcap Fund

P.O. Box 588

Portland, ME 04112

(844) 805-5628

 

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.

 

220-ANR-0618

 





ITEM 2. CODE OF ETHICS.
(a)
As of the end of the period covered by this report, Forum Funds II (the "Registrant") has adopted a code of ethics, which applies to its Principal Executive Officer and Principal Financial Officer (the "Code of Ethics").

(c)
There have been no amendments to the Registrant's Code of Ethics during the period covered by this report.

(d)       There have been no waivers to the Registrant's Code of Ethics during the period covered by this report.

(e)        Not applicable.

(f) (1)  A copy of the Code of Ethics is being filed under Item 13(a) hereto.


ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The Board of Trustees has determined that Mr. Mark Moyer is an "audit committee financial expert" as that term is defined under applicable regulatory guidelines. Mr. Moyer is a non- "interested" Trustee (as defined in Section 2(a)(19) under the Investment Company Act of 1940, as amended (the "Act")), and serves as Chairman of the Audit Committee.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Audit Fees - The aggregate fees billed for each of the last two fiscal years (the "Reporting Periods") for professional services rendered by the Registrant's principal accountant for the audit of the Registrant's annual financial statements, or services that are normally provided by the principal accountant in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $31,500 in 2017 and $31,500 in 2018.

(b) Audit-Related Fees – The aggregate fees billed in the Reporting Periods for assurance and related services rendered by the principal accountant that were reasonably related to the performance of the audit of the Registrant's financial statements and are not reported under paragraph (a) of this Item 4 were $0 in 2017 and $0 in 2018.

(c) Tax Fees - The aggregate fees billed in the Reporting Periods for professional services rendered by the principal accountant to the Registrant for tax compliance, tax advice and tax planning were $6,000 in 2017 and $6,000 in 2018.  These services consisted of review or preparation of U.S. federal, state, local and excise tax returns.

(d) All Other Fees - The aggregate fees billed in the Reporting Periods for products and services provided by the principal accountant to the Registrant, other than the services reported in paragraphs  (a) through (c) of this Item, were $0 in 2017 and $0 in 2018.

(e) (1) The Audit Committee reviews and approves in advance all audit and "permissible non-audit services" (as that term is defined by the rules and regulations of the Securities and Exchange Commission) to be rendered to a series of the Registrant (each, a "Series").  In addition, the Audit Committee reviews and approves in advance all "permissible non-audit services" to be provided to an investment adviser (not including any sub-adviser) of a Series, or an affiliate of such investment adviser, that is controlling, controlled by or under common control with the investment adviser and provides on-going services to the Registrant ("Affiliate"), by the Series' principal accountant if the engagement relates directly to the operations and financial reporting of the Series.  The Audit Committee considers whether fees paid by a Series' investment adviser or an Affiliate to the Series' principal accountant for audit and permissible non-audit services are consistent with the principal accountant's independence.

(e) (2) No services included in (b) - (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not applicable

(g) The aggregate non-audit fees billed by the principal accountant for services rendered to the Registrant for the Reporting Periods were $0 in 2017 and $0 in 2018.  There were no fees billed in either of the Reporting Periods for non-audit services rendered by the principal accountant to the Registrant's investment adviser or any Affiliate.

(h) During the Reporting Period, the Registrant's principal accountant provided no non-audit services to the investment advisers or any entity controlling, controlled by or under common control with the investment advisers to the series of the Registrant to which this report relates.


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 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. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.

 
ITEM 13. EXHIBITS.

(a)(1)  Code of Ethics (Exhibit filed herewith).

(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:
August 23, 2018  



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:
August 23, 2018  




By:
/s/ Karen Shaw  
 
Karen Shaw, Principal Financial Officer
 
     
Date:
August 23, 2018