As filed with the Securities and Exchange Commission on July 1, 2015
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: November 30
Date of reporting period: December 1, 2014 – May 31, 2015
ITEM 1. REPORT TO STOCKHOLDERS.
![](https://capedge.com/proxy/N-CSRS/0001435109-15-000578/skbafrontcover0531.jpg)
BAYWOOD SKBA VALUEPLUS FUND A MESSAGE TO OUR SHAREHOLDERS MAY 31, 2015 |
Dear Shareholder,
We are pleased to report on our economic and financial market perspectives and the investment activities in the Baywood SKBA ValuePlus Fund (the "Fund") for the six-month period ended May 31, 2015. The Fund buys dividend-paying companies traded on U.S. exchanges and uses SKBA’s Relative Dividend Yield (RDY) discipline as the initial valuation framework. We believe RDY points out attractive investment opportunities, not simply among companies with above-average dividend yield, but more importantly among stocks for which low-expectations are already discounted in their valuations at the time of purchase. This provides the potential for attractive capital appreciation opportunities.
The last three years ended in fiscal 2014 (November 30, 2014) produced the most robust annual rates of return for the S&P 500 and Russell 1000 Value indexes of any rolling three-year period since the turn of this century. The annualized total return of each index exceeded 20%. Yet this favorable environment appears to be changing, as the returns over the last six months have been much more moderate. During this recent six-month period, the S&P 500, the Russell 1000 Value and the Morningstar Large-Cap Value Funds’ median returns equaled 2.97%, 2.03% and 2.13%, respectively. This is a rather dramatic slowing from the pace of returns over the prior three years, and we believe it signals a change in the environment for stock market returns. The Fund’s returns are reported in the Financial Highlights on pages six and seven.
The first half of 2015 saw significant head winds in the form of a very strong U.S. dollar, a very disruptive cold winter similar to 2014, a very rocky period for the worldwide petroleum industry which experienced a 45% decline in crude prices since the summer of 2014, and interest rate volatility. In addition, labor unrest at west coast ports in the U.S. tied up imports and exports. The “surprise” in this year has been the improvement in the underlying economic measures despite all of these events but also the generally lethargic reaction of stock markets. These events created much greater volatility, however, in individual market sectors, such as Energy and Utilities, which impacted short-term returns.
The simultaneity of these events seemed to increase the near term volatility as investors quickly reacted to small changes in each of these areas. One reason has been the continuing anxiety over a possible interest rate increase by the Federal Reserve Board. Some investors have been mesmerized by the almost daily guesses as to when this will occur. In spite of attempts by the Fed governors to keep the public informed about their timetable, the effect on the market has been nearly continuous lurches up and down. Our position has not changed in that we believe rising rates, at least increases not associated with significant price inflation, will not necessarily be negative for the stock market.
The outlook for the economy in 2015 remains generally good. Real growth in the domestic economy should improve to near 2.5%, and the employment picture also is looking better. Yet, in our estimation, slowing earnings growth and heightened equity valuations are likely to produce single-digit returns for the stock market over the next 3-5 years. In the midst of these trends, the looming 2016 presidential election may cloud the horizon or add new excitement to the market movements.
As we have previously pointed out, in spite of market gains over the last few years it is still possible to find purchase opportunities that have the potential to add value and diversification to the Fund. This period has been a difficult one for long-term investors to navigate, but we are confident that patience and attention to diversification will once again prove the proper approach. Investment time horizons may span years and decades, not simply quarters, and we will continue to employ our disciplined approach seeking to take advantage of purchase opportunities should stocks decline meaningfully and will temper our enthusiasm and invest conservatively when valuations appear rich.
For more detailed information on SKBA Capital Management, LLC and our investment process and perspectives, visit our website at www.SKBA.com.
Current and future portfolio holdings are subject to change and risk.
The Morningstar category is used to compare fund performance to its peers. It is not possible to invest directly into an index or category. Past performance is no guarantee of future results.
Risk Considerations: Mutual fund investing involves risk, including the possible loss of principal. The Fund primarily invests in undervalued securities, which may not appreciate in value as anticipated by the Advisor or remain undervalued for longer than anticipated. The Fund may invest in American Depositary Receipts (ADRs), which involves risks relating to political, economic or regulatory conditions in foreign countries and may cause greater volatility and less liquidity. The Fund may also invest in convertible securities and preferred stock, which may be adversely affected as interest rates rise.
1 |
BAYWOOD SKBA VALUEPLUS FUND SCHEDULE OF INVESTMENTS MAY 31, 2015 |
Shares | Security Description | Value |
Common Stock - 94.8% | |||||||
Basic Materials - 6.1% | |||||||
3,400 | E.I. du Pont de Nemours & Co. | $ | 241,434 | ||||
6,000 | Goldcorp, Inc. | 106,560 | |||||
2,100 | LyondellBasell Industries NV, Class A | 212,310 | |||||
6,700 | Weyerhaeuser Co. REIT | 218,152 | |||||
778,456 | |||||||
Capital Goods / Industrials - 10.2% | |||||||
1,100 | Caterpillar, Inc. | 93,852 | |||||
5,400 | Eaton Corp. PLC | 386,586 | |||||
600 | Raytheon Co. | 61,956 | |||||
6,200 | Republic Services, Inc. | 249,798 | |||||
3,200 | Stanley Black & Decker, Inc. | 327,808 | |||||
1,200 | The Boeing Co. | 168,624 | |||||
1,288,624 | |||||||
Consumer Cyclicals - 3.8% | |||||||
16,900 | Ford Motor Co. | 256,373 | |||||
2,900 | Target Corp. | 230,028 | |||||
486,401 | |||||||
Consumer Staples - 8.6% | |||||||
2,400 | Molson Coors Brewing Co., Class B | 176,112 | |||||
3,100 | PepsiCo, Inc. | 298,933 | |||||
4,200 | The Procter & Gamble Co. | 329,238 | |||||
3,900 | Wal-Mart Stores, Inc. | 289,653 | |||||
1,093,936 | |||||||
Energy - 11.3% | |||||||
6,300 | BP PLC, ADR | 261,198 | |||||
1,600 | Chevron Corp. | 164,800 | |||||
2,100 | Exxon Mobil Corp. | 178,920 | |||||
2,800 | National Oilwell Varco, Inc. | 137,732 | |||||
3,800 | Occidental Petroleum Corp. | 297,122 | |||||
2,300 | Phillips 66 | 181,976 | |||||
5,800 | Spectra Energy Corp. | 203,986 | |||||
1,425,734 | |||||||
Financials - 21.8% | |||||||
8,300 | BB&T Corp. | 327,601 | |||||
1,200 | CME Group, Inc. | 113,040 | |||||
6,400 | FNF Group | 242,944 | |||||
6,000 | Invesco, Ltd. | 238,980 | |||||
2,000 | JPMorgan Chase & Co. | 131,560 | |||||
2,600 | M&T Bank Corp. | 314,288 | |||||
6,800 | MetLife, Inc. | 355,368 | |||||
5,900 | Symetra Financial Corp. | 144,314 | |||||
2,400 | The Chubb Corp. | 234,000 | |||||
8,300 | U.S. Bancorp | 357,813 | |||||
5,500 | Wells Fargo & Co. | 307,780 | |||||
2,767,688 | |||||||
Health Care - 13.2% | |||||||
3,700 | AbbVie, Inc. | 246,383 | |||||
4,500 | Baxter International, Inc. | 299,745 | |||||
1,800 | Becton Dickinson and Co. | 252,918 | |||||
1,800 | Cardinal Health, Inc. | 158,706 | |||||
5,300 | Eli Lilly & Co. | 418,170 | |||||
3,000 | Johnson & Johnson | 300,420 | |||||
1,676,342 | |||||||
Technology - 15.0% | |||||||
11,100 | Cisco Systems, Inc. | 325,341 | |||||
2,500 | Harris Corp. | 198,050 | |||||
1,800 | International Business Machines Corp. | 305,370 | |||||
8,700 | Microsoft Corp. | 407,682 | |||||
2,600 | QUALCOMM, Inc. | 181,168 | |||||
12,900 | STMicroelectronics NV, ADR | 109,650 | |||||
5,500 | TE Connectivity, Ltd. | 379,500 | |||||
1,906,761 |
Shares | Security Description | Value |
Telecommunications - 3.3% | |||||||
8,400 | Verizon Communications, Inc. | $ | 415,296 | ||||
Utilities - 1.5% | |||||||
5,700 | Exelon Corp. | 192,831 | |||||
Total Common Stock (Cost $10,140,085) | 12,032,069 |
Money Market Fund - 4.7% | |||||||
593,450 | Federated Government Obligations Fund, 0.01% (a) (Cost $593,450) | 593,450 | |||||
Total Investments - 99.5% (Cost $10,733,535)* | $ | 12,625,519 |
Other Assets & Liabilities, Net – 0.5% | 58,073 | ||
Net Assets – 100.0% | $ | 12,683,592 |
ADR | American Depositary Receipt |
PLC | Public Limited Company |
REIT | Real Estate Investment Trust |
(a) | Variable rate security. Rate presented is as of May 31, 2015. |
* Cost for federal income tax purposes is substantially the same as for financial statement purposes and net unrealized appreciation consists of: |
Gross Unrealized Appreciation | $ | 2,193,126 | ||
Gross Unrealized Depreciation | (301,142 | ) | ||
Net Unrealized Appreciation | $ | 1,891,984 |
The following is a summary of the inputs used to value the Fund’s investments as of May 31, 2015.
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 | $ | 12,032,069 | ||
Level 2 - Other Significant Observable Inputs | 593,450 | |||
Level 3 - Significant Unobservable Inputs | - | |||
Total | $ | 12,625,519 |
The Level 1 value displayed in this table is Common Stock. The Level 2 value displayed in this table is a Money Market Fund. Refer to this Schedule of Investments for a further breakout of each security by industry.
The Fund utilizes the end of period methodology when determining transfers. There were no transfers among Level 1, Level 2 and Level 3 for the period ended May 31, 2015.
PORTFOLIO HOLDINGS | ||
% of Total Investments | ||
Basic Materials | 6.2 | % |
Capital Goods / Industrials | 10.2 | % |
Consumer Cyclicals | 3.8 | % |
Consumer Staples | 8.7 | % |
Energy | 11.3 | % |
Financials | 21.9 | % |
Health Care | 13.3 | % |
Technology | 15.1 | % |
Telecommunications | 3.3 | % |
Utilities | 1.5 | % |
Money Market Fund | 4.7 | % |
100.0 | % |
AFA
See Notes to Financial Statements. | 2 |
BAYWOOD SKBA VALUEPLUS FUND STATEMENT OF ASSETS AND LIABILITIES MAY 31, 2015 |
ASSETS | ||||||
Total investments, at value (Cost $10,733,535) | $ | 12,625,519 | ||||
Receivables: | ||||||
Fund shares sold | 12,985 | |||||
Dividends | 49,320 | |||||
Advisor | From investment advisor | 6,572 | ||||
Prepaid expenses | 16,213 | |||||
Total Assets | 12,710,609 | |||||
LIABILITIES | ||||||
Payables: | ||||||
Fund shares redeemed | 4,226 | |||||
Accrued Liabilities: | ||||||
Fund services fees | 5,723 | |||||
Other expenses | 17,068 | |||||
Total Liabilities | 27,017 | |||||
NET ASSETS | $ | 12,683,592 | ||||
COMPONENTS OF NET ASSETS | ||||||
Paid-in capital | $ | 10,173,156 | ||||
Undistributed net investment income | 129,855 | |||||
Accumulated net realized gain | 488,597 | |||||
Net unrealized appreciation | 1,891,984 | |||||
NET ASSETS | $ | 12,683,592 | ||||
SHARES OF BENEFICIAL INTEREST AT NO PAR VALUE (UNLIMITED SHARES AUTHORIZED) | ||||||
Investor Shares | 81,420 | |||||
Institutional Shares | 635,730 | |||||
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE | ||||||
Investor Shares (based on net assets of $1,434,521) | $ | 17.62 | ||||
Institutional Shares (based on net assets of $11,249,071) | $ | 17.69 |
See Notes to Financial Statements. | 3 |
BAYWOOD SKBA VALUEPLUS FUND STATEMENT OF OPERATIONS SIX MONTHS ENDED MAY 31, 2015 |
INVESTMENT INCOME | |||||||
Dividend income (Net of foreign withholding taxes of $217) | $ | 175,009 | |||||
Total Investment Income | 175,009 | ||||||
Advisor | |||||||
EXPENSES | |||||||
Investment advisor fees | 30,960 | ||||||
Fund services fees | 39,757 | ||||||
Transfer agent fees: | |||||||
Investor Shares | 9,021 | ||||||
Institutional Shares | 9,038 | ||||||
Distribution fees: | |||||||
Investor Shares | 1,804 | ||||||
Custodian fees | 2,486 | ||||||
Registration fees: | |||||||
Investor Shares | 6,951 | ||||||
Institutional Shares | 6,942 | ||||||
Professional fees | 19,030 | ||||||
Trustees' fees and expenses | 1,511 | ||||||
Miscellaneous expenses | 11,640 | ||||||
Total Expenses | 139,140 | ||||||
Fees waived and expenses reimbursed | (93,992 | ) | |||||
Net Expenses | 45,148 | ||||||
NET INVESTMENT INCOME | 129,861 | ||||||
NET REALIZED AND UNREALIZED GAIN (LOSS) | |||||||
Net realized gain on investments | 488,603 | ||||||
Net change in unrealized appreciation (depreciation) on investments | (573,637 | ) | |||||
NET REALIZED AND UNREALIZED LOSS | (85,034 | ) | |||||
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 44,827 | |||||
See Notes to Financial Statements. | 4 |
BAYWOOD SKBA VALUEPLUS FUND STATEMENTS OF CHANGES IN NET ASSETS |
November 30, 2015 | # | 42155 | # | # | * | 41973 | |||||
For the Six Months Ended May 31, 2015 | December 2, 2013* Through November 30, 2014 | ||||||||||
OPERATIONS | |||||||||||
Net investment income | $ | 129,861 | $ | 268,748 | |||||||
Net realized gain | 488,603 | 900,291 | |||||||||
Net change in unrealized appreciation (depreciation) | (573,637 | ) | 93,057 | ||||||||
Increase in Net Assets Resulting from Operations | 44,827 | 1,262,096 | |||||||||
DISTRIBUTIONS TO SHAREHOLDERS FROM | |||||||||||
Net investment income: | |||||||||||
Investor Shares | (21,548 | ) | (4,507 | ) | |||||||
Institutional Shares | (215,813 | ) | (25,497 | ) | |||||||
Net realized gain: | |||||||||||
Investor Shares | (106,575 | ) | - | ||||||||
Institutional Shares | (795,111 | ) | - | ||||||||
Total Distributions to Shareholders | (1,139,047 | ) | (30,004 | ) | |||||||
CAPITAL SHARE TRANSACTIONS | |||||||||||
Sale of shares: | |||||||||||
Investor Shares | - | 2,156,450 | |||||||||
Institutional Shares | 1,197,012 | 12,143,951 | |||||||||
Reinvestment of distributions: | |||||||||||
Investor Shares | 128,123 | 4,507 | |||||||||
Institutional Shares | 1,010,924 | 25,497 | |||||||||
Redemption of shares: | |||||||||||
1 | Investor Shares | (39,025 | ) | (841,210 | ) | ||||||
2 | Institutional Shares | (1,057,468 | ) | (2,183,041 | ) | ||||||
Increase in Net Assets from Capital Share Transactions | 1,239,566 | 11,306,154 | |||||||||
Increase in Net Assets | 145,346 | 12,538,246 | |||||||||
NET ASSETS | |||||||||||
Beginning of Period | 12,538,246 | - | |||||||||
End of Period (Including line (a)) | $ | 12,683,592 | $ | 12,538,246 | |||||||
SHARE TRANSACTIONS | |||||||||||
Sale of shares: | |||||||||||
Investor Shares | - | 123,329 | |||||||||
Institutional Shares | 68,002 | 687,361 | |||||||||
Reinvestment of distributions: | |||||||||||
Investor Shares | 7,383 | 254 | |||||||||
Institutional Shares | 57,782 | 1,428 | |||||||||
Redemption of shares: | |||||||||||
Investor Shares | (2,240 | ) | (47,306 | ) | |||||||
Institutional Shares | (59,832 | ) | (119,011 | ) | |||||||
Increase in Shares | 71,095 | 646,055 | |||||||||
(a) | Undistributed net investment income | $ | 129,855 | $ | 237,355 | ||||||
* | Commencement of operations. |
See Notes to Financial Statements. | 5 |
BAYWOOD SKBA VALUEPLUS FUND FINANCIAL HIGHLIGHTS |
These financial highlights reflect selected data for a share outstanding throughout each period. | |||||||||
For the Six Months Ended May 31, 2015 | December 2, 2013 (a) Through November 30, 2014 | ||||||||
INVESTOR SHARES | |||||||||
NET ASSET VALUE, Beginning of Period | $ | 19.28 | $ | 17.47 | |||||
INVESTMENT OPERATIONS | |||||||||
Net investment income (b) | 0.16 | 0.36 | |||||||
Net realized and unrealized gain (loss) | (0.16 | ) | 1.49 | ||||||
Total from Investment Operations | — | 1.85 | |||||||
DISTRIBUTIONS TO SHAREHOLDERS FROM | |||||||||
Net investment income | (0.26 | ) | (0.04 | ) | |||||
Net realized gain | (1.40 | ) | — | ||||||
Total Distributions to Shareholders | (1.66 | ) | (0.04 | ) | |||||
NET ASSET VALUE, End of Period | $ | 17.62 | $ | 19.28 | |||||
TOTAL RETURN | 0.23 | %(c) | 10.59 | %(c) | |||||
RATIOS/SUPPLEMENTARY DATA | |||||||||
Net Assets at End of Period (000's omitted) | $1,435 | $1,471 | |||||||
Ratios to Average Net Assets: | |||||||||
Net investment income | 1.87 | %(d) | 1.98 | %(d) | |||||
Net expenses | 0.95 | %(d) | 0.95 | %(d) | |||||
Gross expenses (e) | 4.33 | %(d) | 4.54 | %(d) | |||||
PORTFOLIO TURNOVER RATE | 15 | %(c) | 35 | %(c) | |||||
(a) | Commencement of operations. | ||||||||
(b) | Calculated based on average shares outstanding during each period. | ||||||||
(c) | Not annualized. | ||||||||
(d) | Annualized. | ||||||||
(e) | Reflects the expense ratio excluding any waivers and/or reimbursements. |
See Notes to Financial Statements. | 6 |
BAYWOOD SKBA VALUEPLUS FUND FINANCIAL HIGHLIGHTS |
These financial highlights reflect selected data for a share outstanding throughout each period. | |||||||||
For the Six Months Ended May 31, 2015 | December 2, 2013 (a) Through November 30, 2014 | ||||||||
INSTITUTIONAL SHARES | |||||||||
NET ASSET VALUE, Beginning of Period | $ | 19.42 | $ | 17.56 | |||||
INVESTMENT OPERATIONS | |||||||||
Net investment income (b) | 0.19 | 0.41 | |||||||
Net realized and unrealized gain (loss) | (0.17 | ) | 1.50 | ||||||
Total from Investment Operations | 0.02 | 1.91 | |||||||
DISTRIBUTIONS TO SHAREHOLDERS FROM | |||||||||
Net investment income | (0.35 | ) | (0.05 | ) | |||||
Net realized gain | (1.40 | ) | — | ||||||
Total Distributions to Shareholders | (1.75 | ) | (0.05 | ) | |||||
NET ASSET VALUE, End of Period | $ | 17.69 | $ | 19.42 | |||||
TOTAL RETURN | 0.33 | %(c) | 10.87 | %(c) | |||||
RATIOS/SUPPLEMENTARY DATA | |||||||||
Net Assets at End of Period (000's omitted) | $11,249 | $11,067 | |||||||
Ratios to Average Net Assets: | |||||||||
Net investment income | 2.13 | %(d) | 2.26 | %(d) | |||||
Net expenses | 0.70 | %(d) | 0.70 | %(d) | |||||
Gross expenses (e) | 1.97 | %(d) | 2.50 | %(d) | |||||
PORTFOLIO TURNOVER RATE | 15 | %(c) | 35 | %(c) | |||||
(a) | Commencement of operations. | ||||||||
(b) | Calculated based on average shares outstanding during each period. | ||||||||
(c) | Not annualized. | ||||||||
(d) | Annualized. | ||||||||
(e) | Reflects the expense ratio excluding any waivers and/or reimbursements. |
See Notes to Financial Statements. | 7 |
BAYWOOD SKBA VALUEPLUS FUND NOTES TO FINANCIAL STATEMENTS MAY 31, 2015 |
Note 1. Organization
The Baywood SKBA ValuePlus Fund (the “Fund”) is a diversified portfolio of Forum Funds II (the “Trust”). The Trust is a Delaware statutory trust that is registered as an open-end, management investment company under the Investment Company Act of 1940 (the “Act”), as amended. Under its Trust Instrument, the Trust is authorized to issue an unlimited number of the Fund’s shares of beneficial interest without par value. The Fund commenced operations on December 2, 2013. The Fund currently offers two classes of shares: Investor Shares and Institutional Shares. The Fund seeks to achieve long-term capital appreciation by investing in undervalued equity securities.
On December 2, 2013, the Fund commenced operations through a reorganization of a collective investment trust into the Fund. The collective investment trust was previously managed by the Fund’s advisor and portfolio management team. This collective investment trust was organized and commenced operations on June 27, 2008. The collective investment trust had an investment objective and strategies that were, in all material respects, identical to those of the Fund. The net assets and unrealized gain received by the Fund from this tax-free reorganization were as follows:
Date of Contribution | Net Assets Investor Shares | Net Assets Institutional Shares | Shares Issued Investor Shares | Shares Issued Institutional Shares | Cost of Investments | Unrealized Gain on Investments | ||||||
December 2, 2013 | $2,099,735 | $10,168,720 | 120,217 | 579,166 | $9,396,973 | $2,372,564 |
In addition to the securities transferred in, as noted above, $498,918 of cash and other receivables were also transferred in as part of the reorganization.
Note 2. Summary of Significant Accounting Policies
These financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of increases and decreases in net assets from operations during the fiscal period. Actual amounts could differ from those estimates. The following summarizes the significant accounting policies of the Fund:
Security Valuation – Exchange-traded securities and over-the-counter securities are valued using the last quoted trade or official closing price, provided by independent pricing services as of the close of trading on the market or exchange for which they are primarily traded, on each Fund business day. In the absence of a sale, such securities are valued at the mean of the last bid and ask price provided by independent pricing services. Non-exchange-traded securities for which quotations are available are valued using the last quoted sales price, or in the absence of a sale, at the mean of the last bid and ask prices provided by independent pricing services. Shares of open-end mutual funds are valued at net asset value (“NAV”). Short-term investments that mature in 60 days or less may be valued at amortized cost.
The Fund values its investments at fair value pursuant to procedures adopted by the Trust's Board of Trustees (the "Board") if (1) market quotations are insufficient or not readily available or (2) the advisor believes that the values available are unreliable. The Trust’s Valuation Committee, as defined in the Fund’s registration statement, performs certain functions as they relate to the administration and oversight of the Fund’s valuation procedures. Under these procedures, the Valuation Committee convenes on a regular and ad-hoc basis to review such investments and considers a number of factors, including valuation methodologies and significant unobservable inputs, when arriving at fair value.
The Valuation Committee may work with the advisor to provide valuation inputs. In determining fair valuations, inputs may include market-based analytics which may consider related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant investment information. Advisor inputs may include an income-based approach in which the anticipated future cash flows of the investment are discounted in determining fair value. Discounts may also be applied based on the nature or duration of any restrictions on the disposition of the investments. The Valuation Committee performs regular reviews of valuation methodologies, key inputs and assumptions, disposition analysis and market activity.
Fair valuation is based on subjective factors and, as a result, the fair value price of an investment may differ from the security’s market price and may not be the price at which the asset may be sold. Fair valuation could result in a different NAV than a NAV
8 |
BAYWOOD SKBA VALUEPLUS FUND NOTES TO FINANCIAL STATEMENTS MAY 31, 2015 |
determined by using market quotes.
The Fund has a three-tier fair value hierarchy. The basis of the tiers is dependent upon the various “inputs” used to determine the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:
Level 1 — quoted prices in active markets for identical assets and liabilities
Level 2 — other significant observable inputs (including quoted prices of similar securities, interest rates, prepayment speeds, credit risk, etc.)
Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)
The aggregate value by input level, as of May 31, 2015, for the Fund’s investments is included at the end of the 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 the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. Income and capital gains on some foreign securities may be subject to foreign withholding taxes, which are accrued as applicable. Interest income is recorded on an accrual basis. Premium is amortized and discount is accreted using the effective interest method. Identified cost of investments sold is used to determine the gain and loss for both financial statement and federal income tax purposes.
Distributions to Shareholders – Distributions to shareholders of net investment income, if any, are declared and paid at least annually. Distributions to shareholders of net capital gains, if any, are declared and paid 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 the Fund, timing differences and differing characterizations of distributions made by the Fund.
Federal Taxes – The Fund intends to continue to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code and to distribute all of its taxable income to shareholders. In addition, by distributing in each calendar year substantially all of its net investment income and capital gains, if any, the Fund will not be subject to a federal excise tax. Therefore, no federal income or excise tax provision is required. The Fund files a U.S. federal income and excise tax return as required. A fund’s federal income tax returns are subject to examination by the Internal Revenue Service for a period of three fiscal years after they are filed. As of May 31, 2015, there are no uncertain tax positions that would require financial statement recognition, de-recognition or disclosure.
Income and Expense Allocation – The Trust accounts separately for the assets, liabilities and operations of each of its investment portfolios. Expenses that are directly attributable to more than one investment portfolio are allocated among the respective investment portfolios in an equitable manner.
The Fund’s class-specific expenses are charged to the operations of that class of shares. Income and expenses (other than expenses attributable to a specific class) and realized and unrealized gains or losses on investments are allocated to each class of shares based on the class’ respective net assets to the total net assets of the Fund.
Commitments and Contingencies – In the normal course of business, the Fund enters into contracts that provide general indemnifications by the Fund to the counterparty to the contract. The Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be estimated; however, based on experience, the risk of loss from such claims is considered remote.
Note 3. Fees and Expenses
Investment Advisor – SKBA Capital Management, LLC (the “Advisor”) is the investment advisor to the Fund. Pursuant to an investment advisory agreement, the Advisor receives an advisory fee from the Fund at an annual rate of 0.50% of the Fund’s average daily net assets.
Distribution – Foreside Fund Services, LLC serves as the Fund’s distributor (the “Distributor”). The Fund has adopted a
9 |
BAYWOOD SKBA VALUEPLUS FUND NOTES TO FINANCIAL STATEMENTS MAY 31, 2015 |
Distribution Plan (the “Plan”) in accordance with Rule 12b-1 of the Act. Under the Plan, the Fund may pay the Distributor and/or any other entity as authorized by the Board a fee of up to 0.25% of the Fund’s average daily net assets of Investor Shares for providing distribution and/or shareholder services to the Fund. The Distributor is not affiliated with the Advisor or Atlantic Fund Administration, LLC (d/b/a Atlantic Fund Services) (“Atlantic”) or their affiliates.
Other Service Providers – Atlantic provides fund accounting, fund administration, compliance and transfer agency services to the Fund. Atlantic also provides certain shareholder report production, and EDGAR conversion and filing services. Pursuant to an Atlantic services agreement, the 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 the Fund, as well as certain additional compliance support functions.
Trustees and Officers – The Trust paid each Independent Trustee an annual retainer fee of $5,000 for service to the Trust ($20,000 for the Chairman) for 2014. Effective January 1, 2015, each Independent Trustee’s annual retainer fee is $16,000 ($21,000 for the Chairman). The Independent Trustees and Chairman may receive additional fees for special Board meetings. The Independent Trustees are also reimbursed for all reasonable out-of-pocket expenses incurred in connection with their duties as Trustees, including travel and related expenses incurred in attending Board meetings. The amount of Independent Trustees’ fees attributable to the Fund is disclosed in the Statement 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 the Fund.
Note 4. Expenses Reimbursed and Fees Waived
The Advisor has contractually agreed to waive its fee and/or reimburse certain expenses to limit total operating expenses (excluding all taxes, interest, portfolio transaction expenses, acquired fund fees and expenses, proxy expenses and extraordinary expenses) of Investor Shares to 0.95% and Institutional Shares to 0.70% through March 31, 2017. Other Fund service providers have voluntarily agreed to waive and reimburse a portion of their fees. These voluntary fee waivers and reimbursements may be reduced or eliminated at any time. For the period ended May 31, 2015, fees waived and expenses reimbursed were as follows:
Investment Advisor Fees Waived | Investment Advisor Expenses Reimbursed | Other Waivers | Total Fees Waived and Expenses Reimbursed | |||||||
$ | 30,959 | $ | 40,674 | $ | 22,359 | $ | 93,992 | |||
The Fund may repay the Advisor for fees waived and expenses reimbursed pursuant to the expense cap if such payment is made within three years of the fee waiver or expense reimbursement, is approved by the Fund’s Board of Trustees and the reimbursement does not cause the Fund’s net annual operating expenses of that class to exceed the expense cap in place at the time the fees were waived. The amount of fees waived or expenses reimbursed eligible for recoupment are as follows:
Amount of Fees Waived and/or Expenses Reimbursed | Expiration Date to Recoup Fees Waived and/or Expenses Reimbursed | Fees Recouped | ||||||
November 30, 2014 | $ | 201,724 | November 30, 2017 | $ | - | |||
May 31, 2015 | $ | 71,633 | November 30, 2018 | $ | - | |||
Note 5. Security Transactions
The cost of purchases and proceeds from sales of investment securities (including maturities), other than short-term investments during the period ended May 31, 2015, were $1,828,872 and $1,773,616, respectively.
10 |
BAYWOOD SKBA VALUEPLUS FUND NOTES TO FINANCIAL STATEMENTS MAY 31, 2015 |
Note 6. Federal Income Tax
As of November 30, 2014, distributable earnings on a tax basis were as follows:
Undistributed Ordinary Income | $ | 237,355 | ||
Undistributed Long-Term Gain | 901,680 | |||
Unrealized Appreciation | 2,465,621 | |||
Total | $ | 3,604,656 |
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 the Fund has had no such events.
11 |
BAYWOOD SKBA VALUEPLUS FUND ADDITIONAL INFORMATION MAY 31, 2015 |
Proxy Voting Information
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to securities held in the Fund’s portfolio is available, without charge and upon request, by calling (855) 409-2297 and on the U.S. Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov. The Fund’s proxy voting record for the most recent twelve-month period ended June 30 is available, without charge and upon request, by calling (855) 409-2297 and on the SEC’s website at www.sec.gov.
Availability of Quarterly Portfolio Schedules
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. These filings are available, without charge and upon request on the SEC’s website at www.sec.gov or may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.
Shareholder Expense Example
As a shareholder of the Fund, you incur ongoing costs, including management fees, distribution (12b-1) fees (for Investor Shares only) and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from December 1, 2014, through May 31, 2015.
Actual Expenses – The first line under each share class of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during the period.
Hypothetical Example for Comparison Purposes – The second line under each share class of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the 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 the 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 | Ending | Expenses | Annualized | ||||||||
Account Value | Account Value | Paid During | Expense | ||||||||
December 1, 2014 | May 31, 2015 | Period* | Ratio* | ||||||||
Investor Shares | |||||||||||
Actual | $ | 1,000.00 | $ | 1,002.35 | $ | 4.74 | 0.95 | % | |||
Hypothetical (5% return before taxes) | $ | 1,000.00 | $ | 1,020.19 | $ | 4.78 | 0.95 | % | |||
Institutional Shares | |||||||||||
Actual | $ | 1,000.00 | $ | 1,003.34 | $ | 3.50 | 0.70 | % | |||
Hypothetical (5% return before taxes) | $ | 1,000.00 | $ | 1,021.44 | $ | 3.53 | 0.70 | % | |||
* | 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 divided by 365 to reflect the half-year period. |
12 |
![](https://capedge.com/proxy/N-CSRS/0001435109-15-000578/skbabackcover0531.gif)
![](https://capedge.com/proxy/N-CSRS/0001435109-15-000578/cvrfrontcover053115.jpg)
CVR DYNAMIC ALLOCATION FUND PERFORMANCE CHART AND ANALYSIS MAY 31, 2015 |
The following chart reflects the change in the value of a hypothetical $100,000 investment in Institutional Shares, including reinvested dividends and distributions, in the CVR Dynamic Allocation Fund (the “Fund”) compared with the performance of the S&P 500 Index (the "S&P 500") and the HFRX Equity Hedge Index, since inception. The S&P 500 is a broad-based, unmanaged measurement of changes in stock market conditions based on the average of 500 widely held common stocks. The HFRX Equity Hedge Index tracks strategies that maintain positions both long and short in primary equity and equity derivative securities. The total returns of both the S&P 500 and HFRX Equity Hedge Index include the reinvestment of dividends and income. The total return of the Fund includes operating expenses that reduce returns, while the total returns of the S&P 500 and HFRX Equity Hedge Index do not include expenses. The Fund is professionally managed while the S&P 500 and HFRX Equity Hedge Index are unmanaged and are not available for investment.
![](https://capedge.com/proxy/N-CSRS/0001435109-15-000578/cvrperformance053115.jpg)
Performance data quoted represents past performance and is no guarantee of future results. Current performance may be lower or higher than the performance data quoted. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than original cost. For the most recent month-end performance, please call (855) 328-7691. As stated in the Fund's prospectus, the annual operating expense ratio (gross) for Institutional Shares is 3.32%. However, the Fund's adviser has agreed to contractually waive its fees and/or reimburse Fund expenses to limit total annual Fund operating expenses (excluding all taxes, interest, portfolio transaction expenses, proxy expenses and extraordinary expenses) of Institutional Shares to 1.65%, through March 31, 2016. The Fund may repay the Adviser for fees waived and expenses reimbursed pursuant to the expense cap if such payment is made within three years of the fees waived or reimbursed, is approved by the Fund’s Board of Trustees and the reimbursement does not cause the Fund’s net annual operating expenses of that class to exceed the expense cap in place at the time the fees were waived. 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.
1 |
CVR DYNAMIC ALLOCATION FUND SCHEDULE OF INVESTMENTS MAY 31, 2015 |
Shares | Security Description | Value |
Common Stock - 56.9% | ||||||||
Basic Materials - 5.9% | ||||||||
861 | Air Products & Chemicals, Inc. | $ | 126,360 | |||||
222 | CF Industries Holdings, Inc. | 70,125 | ||||||
1,737 | E.I. du Pont de Nemours & Co. | 123,344 | ||||||
1,188 | Ecolab, Inc. | 136,204 | ||||||
1,162 | International Paper Co. | 60,227 | ||||||
1,490 | LyondellBasell Industries NV, Class A | 150,639 | ||||||
1,060 | Monsanto Co. | 123,999 | ||||||
563 | PPG Industries, Inc. | 128,865 | ||||||
1,046 | Praxair, Inc. | 128,512 | ||||||
2,688 | The Dow Chemical Co. | 139,964 | ||||||
1,270 | The Mosaic Co. | 58,230 | ||||||
232 | The Sherwin-Williams Co. | 66,858 | ||||||
1,313,327 | ||||||||
Commercial Services - 2.1% | ||||||||
7,800 | Navigant Consulting, Inc. (a) | 106,158 | ||||||
4,967 | Omnicom Group, Inc. | 370,191 | ||||||
476,349 | ||||||||
Communications - 3.9% | ||||||||
11,845 | Comtech Telecommunications Corp. | 355,824 | ||||||
8,589 | InterDigital, Inc. | 503,573 | ||||||
859,397 | ||||||||
Consumer Discretionary - 6.5% | ||||||||
4,968 | Bed Bath & Beyond, Inc. (a) | 354,318 | ||||||
27,029 | Francesca's Holdings Corp. (a) | 423,544 | ||||||
7,156 | The Buckle, Inc. | 304,702 | ||||||
34,833 | TiVo, Inc. (a) | 366,792 | ||||||
1,449,356 | ||||||||
Financials - 7.2% | ||||||||
6,070 | Bank of America Corp. | 100,155 | ||||||
648 | Capital One Financial Corp. | 54,147 | ||||||
2,013 | Citigroup, Inc. | 108,863 | ||||||
4,287 | CME Group, Inc. | 403,835 | ||||||
4,753 | Huntington Bancshares, Inc. | 52,901 | ||||||
1,709 | JPMorgan Chase & Co. | 112,418 | ||||||
414 | M&T Bank Corp. | 50,044 | ||||||
38,483 | MoneyGram International, Inc. (a) | 374,055 | ||||||
1,961 | SunTrust Banks, Inc. | 83,695 | ||||||
556 | The PNC Financial Services Group, Inc. | 53,204 | ||||||
2,245 | U.S. Bancorp | 96,782 | ||||||
1,833 | Wells Fargo & Co. | 102,575 | ||||||
1,592,674 | ||||||||
Food - 1.7% | ||||||||
4,715 | Sanderson Farms, Inc. | 384,414 |
Health Care - 1.8% | |||||||
10,295 | Premier, Inc., Class A (a) | 394,504 |
Shares | Security Description | Value |
Industrials - 1.7% | ||||||||
3,686 | Honeywell International, Inc. | $ | 384,081 |
Leisure Services - 1.9% | |||||||
16,469 | Interval Leisure Group, Inc. | 428,523 |
Media - 3.5% | |||||||
17,156 | Time, Inc. | 386,182 | |||||
26,100 | Tribune Publishing Co. | 389,412 | |||||
775,594 | |||||||
Technology - 20.7% | |||||||
4,289 | Accenture PLC, Class A | 411,915 | |||||
27,000 | Blucora, Inc. (a) | 428,220 | |||||
11,848 | CA, Inc. | 360,772 | |||||
9,097 | CGI Group, Inc., Class A (a) | 385,531 | |||||
21,206 | Ebix, Inc. | 754,933 | |||||
4,914 | IAC/InterActiveCorp. | 368,894 | |||||
40,414 | Liquidity Services, Inc. (a) | 400,907 | |||||
14,327 | NeuStar, Inc., Class A (a) | 391,414 | |||||
25,130 | RPX Corp. (a) | 399,818 | |||||
8,484 | Teradata Corp. (a) | 330,367 | |||||
4,341 | VMware, Inc., Class A (a) | 379,056 | |||||
4,611,827 |
Total Common Stock (Cost $12,054,961) | 12,670,046 |
Investment Companies - 32.7% | |||||||
20,761 | First Trust Dow Jones Internet Index Fund (a) | 1,392,025 | |||||
22,826 | First Trust Health Care AlphaDEX Fund (a) | 1,564,723 | |||||
13,683 | iShares North American Tech-Software ETF | 1,380,752 | |||||
11,670 | iShares U.S. Aerospace & Defense ETF | 1,418,605 | |||||
3,322 | SPDR S&P Insurance ETF | 225,331 | |||||
13,432 | SPDR S&P Retail ETF | 1,313,515 |
Total Investment Companies (Cost $6,442,324) | 7,294,951 |
Money Market Fund - 1.4% | |||||||
315,894 | Fidelity Institutional Cash Money Market Fund, 0.10% (b) (Cost $315,894) | 315,894 |
Total Investments - 91.0% (Cost $18,813,179)* | $ | 20,280,891 | ||
Other Assets & Liabilities, Net – 9.0% | 1,999,880 | |||
Net Assets – 100.0% | $ | 22,280,771 |
See Notes to Financial Statements. | 2 |
CVR DYNAMIC ALLOCATION FUND NOTES TO SCHEDULE OF INVESTMENTS MAY 31, 2015 |
ETF | Exchange Traded Fund |
PLC | Public Limited Company |
(a) | Non-income producing security. |
(b) | Variable rate security. Rate presented is as of May 31, 2015. |
* Cost for federal income tax purposes is substantially the same as for financial statement purposes and net unrealized appreciation consists of: |
Gross Unrealized Appreciation | $ | 1,948,988 | ||
Gross Unrealized Depreciation | (481,276 | ) | ||
Net Unrealized Appreciation | $ | 1,467,712 |
AFA
At May 31, 2015, the Fund held the following futures contracts: |
Contracts | Type | Expiration Date | Notional Contract Value | Net Unrealized Appreciation (Depreciation) |
2 | 3-month EURO EURIBOR Future | 09/19/16 | $ | 543,482 | $ | 25 | |||||||
5 | 90-day EUR Future | 09/19/16 | 1,235,263 | 237 | |||||||||
7 | 90-day Sterling Future | 09/25/16 | 1,342,372 | 1,198 | |||||||||
1 | AUD/NZD Exchange Rate Future | 06/17/15 | 158,835 | 1,548 | |||||||||
1 | Dollar Index Future | 06/17/15 | 97,413 | (427 | ) | ||||||||
1 | EUR/AUD Future | 06/17/15 | 141,495 | 1,521 | |||||||||
1 | EUR/JPY Future | 06/17/15 | 141,812 | 693 | |||||||||
5 | EURO-BOBL Future | 06/10/15 | 735,001 | 2,466 | |||||||||
3 | EURO-BUND Future | 06/10/15 | 508,643 | 4,682 | |||||||||
7 | EURO-SCHATZ Future | 06/10/15 | 853,220 | (102 | ) | ||||||||
1 | LME Lead Future | 07/19/15 | 52,590 | (3,978 | ) | ||||||||
1 | LME Zinc Future | 07/15/15 | 57,459 | (2,896 | ) | ||||||||
1 | Mexican Peso Future | 06/17/15 | 32,768 | (416 | ) | ||||||||
1 | NASDAQ 100 E-mini Future | 06/19/15 | 90,582 | (362 | ) | ||||||||
7 | New Zealand 3-month Bill Future | 12/17/15 | 5,206,809 | 1,305 | |||||||||
1 | NIKKEI 225 Future | 06/12/15 | 83,356 | 1,626 | |||||||||
1 | S&P 500 Index E-mini Future | 06/19/15 | 105,240 | 60 | |||||||||
1 | Soybean Meal Future | 07/16/15 | 30,195 | 375 | |||||||||
1 | U.S. 10-year Note Future | 09/30/15 | 127,674 | 14 | |||||||||
1 | U.S. 5-year Note Future | 10/05/15 | 119,721 | 22 |
(1 | ) | 10-year Mini JGB Future | 06/10/15 | (122,539 | ) | (355 | ) | ||||||
(1 | ) | Bank Acceptance Future | 03/14/16 | (202,432 | ) | (123 | ) | ||||||
(2 | ) | CAD Currency Future | 06/17/15 | (160,854 | ) | 194 | |||||||
(1 | ) | LME Lead Future | 07/19/15 | (52,079 | ) | 3,466 | |||||||
(1 | ) | LME Zinc Future | 07/15/15 | (57,654 | ) | 3,091 |
$ | 11,068,372 | $ | 13,864 |
AFA
See Notes to Financial Statements. | 3 |
CVR DYNAMIC ALLOCATION FUND NOTES TO SCHEDULE OF INVESTMENTS MAY 31, 2015 |
The following is a summary of the inputs used to value the Fund’s investments and other financial instruments and liabilities as of May 31, 2015.
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 |
Assets | ||||||||||||||||
Investments At Value | ||||||||||||||||
Common Stock | ||||||||||||||||
Basic Materials | $ | 1,313,327 | $ | - | $ | - | $ | 1,313,327 | ||||||||
Commercial Services | 476,349 | - | - | 476,349 | ||||||||||||
Communications | 859,397 | - | - | 859,397 | ||||||||||||
Consumer Discretionary | 1,449,356 | - | - | 1,449,356 | ||||||||||||
Financials | 1,592,674 | - | - | 1,592,674 | ||||||||||||
Food | 384,414 | - | - | 384,414 | ||||||||||||
Health Care | 394,504 | - | - | 394,504 | ||||||||||||
Industrials | 384,081 | - | - | 384,081 | ||||||||||||
Leisure Services | 428,523 | - | - | 428,523 | ||||||||||||
Media | 775,594 | - | - | 775,594 | ||||||||||||
Technology | 4,611,827 | - | - | 4,611,827 | ||||||||||||
Investment Companies | 7,294,951 | - | - | 7,294,951 | ||||||||||||
Money Market Fund | - | 315,894 | - | 315,894 | ||||||||||||
Total Investments At Value | $ | 19,964,997 | $ | 315,894 | $ | - | $ | 20,280,891 | ||||||||
Other Financial Instruments** | ||||||||||||||||
Futures | 22,523 | - | - | 22,523 | ||||||||||||
Total Assets | $ | 19,987,520 | $ | 315,894 | $ | - | $ | 20,303,414 | ||||||||
Liabilities | ||||||||||||||||
Other Financial Instruments** | ||||||||||||||||
Futures | (8,659 | ) | - | - | (8,659 | ) | ||||||||||
Total Liabilities | $ | (8,659 | ) | $ | - | $ | - | $ | (8,659 | ) |
**Other Financial Instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, which are valued at the unrealized appreciation (depreciation) at period end.
The Fund utilizes the end of period methodology when determining transfers. There were no transfers among Level 1, Level 2 and Level 3 for the period ended May 31, 2015.
PORTFOLIO HOLDINGS | ||
% of Total Investments | ||
Basic Materials | 6.5 | % |
Commercial Services | 2.4 | % |
Communications | 4.2 | % |
Consumer Discretionary | 7.1 | % |
Financials | 7.9 | % |
Food | 1.9 | % |
Health Care | 1.9 | % |
Industrials | 1.9 | % |
Leisure Services | 2.1 | % |
Media | 3.8 | % |
Technology | 22.7 | % |
Investment Companies | 36.0 | % |
Money Market Fund | 1.6 | % |
100.0 | % |
See Notes to Financial Statements. | 4 |
CVR DYNAMIC ALLOCATION FUND STATEMENT OF ASSETS AND LIABILITIES MAY 31, 2015 |
ASSETS | ||||||
Total investments, at value (Cost $18,813,179) | $ | 20,280,891 | ||||
Deposits with brokers | 329,274 | |||||
Cash | 1,849,842 | |||||
Foreign currency (Cost $14,709) | 14,627 | |||||
Receivables: | ||||||
Dividends | 15,783 | |||||
Prepaid expenses | 8,708 | |||||
Total Assets | 22,499,125 | |||||
LIABILITIES | ||||||
Payables: | ||||||
Investment securities purchased | 183,931 | |||||
Variation margin | 133 | |||||
Accrued Liabilities: | ||||||
Investment adviser fees | 16,176 | |||||
Trustees’ fees and expenses | 26 | |||||
Fund services fees | 9,917 | |||||
Other expenses | 8,171 | |||||
Total Liabilities | 218,354 | |||||
NET ASSETS | $ | 22,280,771 | ||||
COMPONENTS OF NET ASSETS | ||||||
Paid-in capital | $ | 20,709,038 | ||||
Accumulated net investment loss | (33,993 | ) | ||||
Accumulated net realized gain | 124,232 | |||||
Net unrealized appreciation | 1,481,494 | |||||
NET ASSETS | $ | 22,280,771 | ||||
SHARES OF BENEFICIAL INTEREST AT NO PAR VALUE (UNLIMITED SHARES AUTHORIZED) | ||||||
Institutional Shares | 2,033,764 | |||||
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE | ||||||
Institutional Shares (based on net assets of $22,280,771) | $ | 10.96 |
See Notes to Financial Statements. | 5 |
CVR DYNAMIC ALLOCATION FUND STATEMENT OF OPERATIONS SIX MONTHS ENDED MAY 31, 2015 |
INVESTMENT INCOME | ||||||
Dividend income | $ | 130,056 | ||||
Total Investment Income | 130,056 | |||||
EXPENSES | ||||||
Investment adviser fees | 115,082 | |||||
Fund services fees | 70,165 | |||||
Custodian fees | 2,545 | |||||
Registration fees | 5,523 | |||||
Professional fees | 20,788 | |||||
Trustees' fees and expenses | 1,968 | |||||
Offering costs | 5,471 | |||||
Miscellaneous expenses | 19,309 | |||||
Total Expenses | 240,851 | |||||
Fees waived and expenses reimbursed | (78,504 | ) | ||||
Net Expenses | 162,347 | |||||
NET INVESTMENT LOSS | (32,291 | ) | ||||
NET REALIZED AND UNREALIZED GAIN (LOSS) | ||||||
Net realized gain (loss) on: | ||||||
Investments | 214,994 | |||||
Foreign currency transactions | (4,461 | ) | ||||
Futures | 74,044 | |||||
Net realized gain | 284,577 | |||||
Net change in unrealized appreciation (depreciation) on: | ||||||
Investments | 509,466 | |||||
Foreign currency translations | 320 | |||||
Futures | (93,322 | ) | ||||
Net change in unrealized appreciation (depreciation) | 416,464 | |||||
NET REALIZED AND UNREALIZED GAIN | 701,041 | |||||
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 668,750 | ||||
See Notes to Financial Statements. | 6 |
CVR DYNAMIC ALLOCATION FUND STATEMENTS OF CHANGES IN NET ASSETS |
For the Six Months Ended May 31, 2015 | December 30, 2013* Through November 30, 2014 | ||||||||||
OPERATIONS | |||||||||||
Net investment loss | $ | (32,291 | ) | $ | (87,063 | ) | |||||
Net realized gain | 284,577 | 47,160 | |||||||||
Net change in unrealized appreciation (depreciation) | 416,464 | 1,065,030 | |||||||||
Increase in Net Assets Resulting from Operations | 668,750 | 1,025,127 | |||||||||
DISTRIBUTIONS TO SHAREHOLDERS FROM | |||||||||||
Net realized gain: | |||||||||||
Institutional Shares | (122,144 | ) | - | ||||||||
CAPITAL SHARE TRANSACTIONS | |||||||||||
Sale of shares: | |||||||||||
Institutional Shares | 2,863,921 | 18,743,634 | |||||||||
Reinvestment of distributions: | |||||||||||
Institutional Shares | 122,144 | - | |||||||||
Redemption of shares: | |||||||||||
2 | Institutional Shares | (744,152 | ) | (276,509 | ) | ||||||
Increase in Net Assets from Capital Share Transactions | 2,241,913 | 18,467,125 | |||||||||
Increase in Net Assets | 2,788,519 | 19,492,252 | |||||||||
NET ASSETS | |||||||||||
Beginning of Period | 19,492,252 | - | |||||||||
End of Period (Including line (a)) | $ | 22,280,771 | $ | 19,492,252 | |||||||
SHARE TRANSACTIONS | |||||||||||
Sale of shares: | |||||||||||
Institutional Shares | 266,840 | 1,851,891 | |||||||||
Reinvestment of distributions: | |||||||||||
Institutional Shares | 11,745 | - | |||||||||
Redemption of shares: | |||||||||||
Institutional Shares | (69,352 | ) | (27,360 | ) | |||||||
Increase in Shares | 209,233 | 1,824,531 | |||||||||
(a) | Accumulated net investment loss | $ | (33,993 | ) | $ | (1,702 | ) | ||||
* | Commencement of operations. |
See Notes to Financial Statements. | 7 |
CVR DYNAMIC ALLOCATION FUND FINANCIAL HIGHLIGHTS |
These financial highlights reflect selected data for a share outstanding throughout each period. | |||||||||
For the Six Months Ended May 31, 2015 | December 30, 2013 (a) Through November 30, 2014 | ||||||||
INSTITUTIONAL SHARES | |||||||||
NET ASSET VALUE, Beginning of Period | $ | 10.68 | $ | 10.00 | |||||
INVESTMENT OPERATIONS | |||||||||
Net investment loss (b) | (0.02 | ) | (0.07 | ) | |||||
Net realized and unrealized gain | 0.37 | 0.68 | |||||||
Net gain from contribution by affiliate | - | 0.07 | |||||||
Total from Investment Operations | 0.35 | 0.68 | |||||||
DISTRIBUTIONS TO SHAREHOLDERS FROM | |||||||||
Net realized gain | (0.07 | ) | — | ||||||
NET ASSET VALUE, End of Period | $ | 10.96 | $ | 10.68 | |||||
TOTAL RETURN | 3.27 | %(c) | 6.80 | %(c)(d) | |||||
RATIOS/SUPPLEMENTARY DATA | |||||||||
Net Assets at End of Period (000's omitted) | $22,281 | $19,492 | |||||||
Ratios to Average Net Assets:(e) | |||||||||
Net investment loss | (0.31 | )%(f) | (0.70 | )%(f) | |||||
Net expenses (g) | 1.55 | %(f) | 1.47 | %(f) | |||||
Gross expenses (h) | 2.30 | %(f) | 3.14 | %(f) | |||||
PORTFOLIO TURNOVER RATE | 37 | %(c) | 157 | %(c) | |||||
(a) | Commencement of operations. | ||||||||
(b) | Calculated based on average shares outstanding during each period. | ||||||||
(c) | Not annualized. | ||||||||
(d) | Calculation includes affiliate reimbursements and gains incurred on the contribution of capital. Excluding the effect of the net reimbursements from the Fund's ending net asset value per share, total return for the period ending November 30, 2014, would have been 6.10%. | ||||||||
(e) | The ratios of expenses and net investment loss to average net assets do not reflect the Fund's proportionate share of income and expenses of underlying investment companies in which the Fund invests. | ||||||||
(f) | Annualized. | ||||||||
(g) | Net expenses include reimbursement of indirect fees by the Adviser, such as acquired fund fees and expenses. | ||||||||
(h) | Reflects the expense ratio excluding any waivers and/or reimbursements. |
See Notes to Financial Statements. | 8 |
CVR DYNAMIC ALLOCATION FUND NOTES TO FINANCIAL STATEMENTS MAY 31, 2015 |
Note 1. Organization
The CVR Dynamic Allocation Fund (the “Fund”) is a diversified portfolio of Forum Funds II (the “Trust”). The Trust is a Delaware statutory trust that is registered as an open-end, management investment company under the Investment Company Act of 1940 (the “Act”), as amended. Under its Trust Instrument, the Trust is authorized to issue an unlimited number of the Fund’s shares of beneficial interest without par value. The Fund commenced operations on December 30, 2013. The Fund currently offers two classes of shares: Institutional Shares and Investor Shares. As of May 31, 2015, Investor Shares had not commenced operations. The Fund seeks long-term capital appreciation while preserving capital in declining markets.
Note 2. Summary of Significant Accounting Policies
These financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of increases and decreases in net assets from operations during the fiscal period. Actual amounts could differ from those estimates. The following summarizes the significant accounting policies of the Fund:
Security Valuation – Exchange-traded securities (such as shares of exchange-traded funds) and over-the-counter securities are valued using the last quoted trade or official closing price, provided by independent pricing services as of the close of trading on the market or exchange for which they are primarily traded, on each Fund business day. In the absence of a sale, such securities are valued at the mean of the last bid and ask price provided by independent pricing services. Non-exchange-traded securities for which quotations are available are valued using the last quoted sales price, or in the absence of a sale, at the mean of the last bid and ask prices provided by independent pricing services. Futures contracts listed for trading on a securities exchange or board of trade shall be valued at the last quoted sales price or in the absence of a sale at the mean of the last bid and asked prices. Shares of non-exchange traded open-end mutual funds are valued at net asset value (“NAV”). Short-term investments that mature in 60 days or less may be valued at amortized cost.
The Fund values its investments at fair value pursuant to procedures adopted by the Trust's Board of Trustees (the "Board") if (1) market quotations are insufficient or not readily available or (2) the adviser believes that the values available are unreliable. The Trust’s Valuation Committee, as defined in the Fund’s registration statement, performs certain functions as they relate to the administration and oversight of the Fund’s valuation procedures. Under these procedures, the Valuation Committee convenes on a regular and ad-hoc basis to review such investments and considers a number of factors, including valuation methodologies and significant unobservable inputs, when arriving at fair value.
The Valuation Committee may work with the adviser to provide valuation inputs. In determining fair valuations, inputs may include market-based analytics which may consider related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant investment information. Adviser inputs may include an income-based approach in which the anticipated future cash flows of the investment are discounted in determining fair value. Discounts may also be applied based on the nature or duration of any restrictions on the disposition of the investments. The Valuation Committee performs regular reviews of valuation methodologies, key inputs and assumptions, disposition analysis and market activity.
Fair valuation is based on subjective factors and, as a result, the fair value price of an investment may differ from the security’s market price and may not be the price at which the asset may be sold. Fair valuation could result in a different NAV than a NAV determined by using market quotes.
The Fund has a three-tier fair value hierarchy. The basis of the tiers is dependent upon the various “inputs” used to determine the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:
Level 1 — quoted prices in active markets for identical assets and liabilities
Level 2 — other significant observable inputs (including quoted prices of similar securities, interest rates, prepayment speeds, credit risk, etc.)
Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)
The aggregate value by input level, as of May 31, 2015, for the Fund’s investments is included at the end of the Fund’s Schedule of Investments.
9 |
CVR DYNAMIC ALLOCATION FUND NOTES TO FINANCIAL STATEMENTS MAY 31, 2015 |
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 the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. Income and capital gains on some foreign securities may be subject to foreign withholding taxes, which are accrued as applicable. Interest income is recorded on an accrual basis. Premium is amortized and discount is accreted using the effective interest method. Identified cost of investments sold is used to determine the gain and loss for both financial statement and federal income tax purposes.
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.
Futures Contracts – The Fund may purchase futures contracts to gain exposure to market changes, which may be more efficient or cost effective than actually buying the securities. A futures contract is an agreement between parties to buy or sell a security at a set price on a future date. Upon entering into such a contract, a fund is required to pledge to the broker an amount of cash, U.S. Government obligations or other high-quality debt securities equal to the minimum “initial margin” requirements of the exchange on which the futures contract is traded. Pursuant to the contract, the fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as “variation margin” and are recorded by the fund as unrealized gains or losses. When the contract is closed, the fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and value at the time it was closed. Risks of entering into futures contracts include the possibility that there may be an illiquid market and that a change in the value of the contract may not correlate with changes in the value of the underlying securities.
Notional amounts of each individual futures contract outstanding as of May 31, 2015, for the Fund, are disclosed in the Schedule of Investments.
Distributions to Shareholders – Distributions to shareholders of net investment income, if any, are declared and paid at least annually. Distributions to shareholders of net capital gains, if any, are declared and paid 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 the Fund, timing differences and differing characterizations of distributions made by the Fund.
On December 12, 2014, the Fund paid distributions of $0.032503 in long-term capital gains per share and $0.033627 in short-term capital gains per share related to the period ended November 30, 2014.
Federal Taxes – The Fund intends to continue to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code and to distribute all of its taxable income to shareholders. In addition, by distributing in each calendar year substantially all of its net investment income and capital gains, if any, the Fund will not be subject to a federal excise tax. Therefore, no federal income or excise tax provision is required. The Fund will file a U.S. federal income and excise tax return as required. A fund’s federal income tax returns are subject to examination by the Internal Revenue Service for a period of three fiscal years after they are filed. As of May 31, 2015, there are no uncertain tax positions that would require financial statement recognition, de-recognition or disclosure.
Income and Expense Allocation – The Trust accounts separately for the assets, liabilities and operations of each of its investment portfolios. Expenses that are directly attributable to more than one investment portfolio are allocated among the respective investment portfolios in an equitable manner.
Offering Costs – Offering costs for the Fund of $65,650 consisted of fees related to the mailing and printing of the initial prospectus, certain startup legal costs, and initial registration filings. Such costs are amortized over a twelve-month period beginning with the commencement of operations of the Fund.
Commitments and Contingencies – In the normal course of business, the Fund enters into contracts that provide general indemnifications by the Fund to the counterparty to the contract. The Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be estimated; however, based on experience, the risk of loss from such claims is considered remote.
10 |
CVR DYNAMIC ALLOCATION FUND NOTES TO FINANCIAL STATEMENTS MAY 31, 2015 |
Note 3. Cash – Concentration in Uninsured Account
For cash management purposes the Fund may concentrate cash with the Fund’s custodian. This typically results in cash balances exceeding the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. As of May 31, 2015, the Fund held $1,599,842 as cash reserves at MUFG Union Bank, N.A. that exceeded the FDIC insurance limit.
Note 4. Fees and Expenses
Investment Adviser – CVR Portfolio Funds LLC (the “Adviser”) is the investment adviser to the Fund. Pursuant to an investment advisory agreement, the Adviser receives an advisory fee from the Fund at an annual rate of 1.10% of the Fund’s average daily net assets.
The Adviser has employed a sub-adviser to manage a portion of the Fund's assets. The sub-advisory fee, calculated as a percentage of the Fund’s average daily net assets, is paid by the Adviser.
Distribution – Foreside Fund Services, LLC serves as the Fund’s distributor (the “Distributor”). The Fund has adopted a Distribution Plan (the “Plan”) in accordance with Rule 12b-1 of the Act. Under the Plan, the Fund may pay the Distributor and/or any other entity as authorized by the Board a fee of up to 0.25% of the Fund’s average daily net assets of Investor Shares for providing distribution and/or shareholder services to the Fund. 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 the Fund. Atlantic also provides certain shareholder report production, and EDGAR conversion and filing services. Pursuant to an Atlantic services agreement, the 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 the Fund, as well as certain additional compliance support functions.
Trustees and Officers – The Trust paid each Independent Trustee an annual retainer fee of $5,000 for service to the Trust ($20,000 for the Chairman) for 2014. Effective January 1, 2015, each Independent Trustee’s annual retainer fee is $16,000 ($21,000 for the Chairman). The Independent Trustees and Chairman may receive additional fees for special Board meetings. The Independent Trustees are also reimbursed for all reasonable out-of-pocket expenses incurred in connection with their duties as Trustees, including travel and related expenses incurred in attending Board meetings. The amount of Independent Trustees’ fees attributable to the Fund is disclosed in the Statement 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 the Fund.
Note 5. Expenses Reimbursed and Fees Waived
The Adviser has contractually agreed to waive its fee and/or reimburse certain expenses to limit total annual operating expenses (excluding all taxes, interest, portfolio transaction expenses, proxy expenses and extraordinary expenses) to 1.65% for Institutional Shares through March 31, 2016. Other fund service providers have voluntarily agreed to waive and reimburse a portion of their fees. These voluntary fee waivers and reimbursements may be reduced or eliminated at any time. For the period ended May 31, 2015, fees waived and expenses reimbursed were as follows:
Investment Adviser Fees Waived | Acquired Fund Fees and Expenses Reimbursed by Adviser | Other Waivers | Total Fees Waived and Expenses Reimbursed | |||||||
$ | 49,886 | $ | 10,277 | $ | 18,341 | $ | 78,504 |
The Fund may repay the Adviser for fees waived and expenses reimbursed pursuant to the expense cap if such payment is made within three years of the fee waiver or expense reimbursement, is approved by the Fund’s Board of Trustees and does not cause the net annual fund operating expenses of a class to exceed the expense cap in place at the time the fees were waived. As of May 31, 2015, the following amounts are subject to recapture by the Adviser:
Amount of Fees Waived and/or Expenses Reimbursed | Expiration Date to Recoup Fees Waived and/or Expenses Reimbursed | Fees Recouped | ||||||
November 30, 2014 | $ | 160,247 | November 30, 2017 | $ | - | |||
May 31, 2015 | $ | 60,163 | November 30, 2018 | $ | - |
11 |
CVR DYNAMIC ALLOCATION FUND NOTES TO FINANCIAL STATEMENTS MAY 31, 2015 |
Note 6. Security Transactions
The cost of purchases and proceeds from sales of investment securities (including maturities), other than short-term investments during the period ended May 31, 2015, were $11,143,512 and $6,407,518, respectively.
Note 7. Summary of Derivative Activity
The volume of open derivative positions may vary on a daily basis as the Fund transacts derivative contracts in order to achieve the exposure desired by the Adviser. The notional value of activity for the period ended May 31, 2015, for any derivative type that was held during the year is as follows:
Futures Contracts | $ | 83,142,043 |
The Fund’s use of derivatives during the period ended May 31, 2015, was limited to futures contracts.
Following is a summary of the effect of derivatives on the Statement of Assets and Liabilities as of May 31, 2015:
Location: | Interest Risk | Currency Risk | Equity Risk | Total | ||||||||||||||||||
Liability derivatives: | ||||||||||||||||||||||
Payable – variation margin | $ | 35 | $ | (84 | ) | $ | (84 | ) | $ | (133 | ) |
Realized and unrealized gains and losses on derivatives contracts during the period ended May 31, 2015, by the Fund are recorded in the following locations on the Statement of Operations:
Location: | Interest Risk | Commodity Risk | Currency Risk | Equity Risk | Total | |||||||||||||||
Net realized gain (loss) on: | ||||||||||||||||||||
Futures | $ | 105,401 | $ | (4,572 | ) | $ | (54,832 | ) | 28,047 | $ | 74,044 | |||||||||
Total net realized gain (loss) | $ | 105,401 | $ | (4,572 | ) | $ | (54,832 | ) | 28,047 | $ | 74,044 | |||||||||
Net change in unrealized appreciation (depreciation) on: | ||||||||||||||||||||
Futures | $ | (33,918 | ) | $ | 58 | $ | (18,405 | ) | (41,057 | ) | $ | (93,322 | ) | |||||||
Total net change in unrealized appreciation (depreciation) | $ | (33,918 | ) | $ | 58 | $ | (18,405 | ) | (41,057 | ) | $ | (93,322 | ) |
Asset (Liability) amounts shown in the table below represent amounts for derivative related investments at May 31, 2015. These amounts may be collateralized by cash or financial instruments.
Gross Asset (Liability) as Presented in the Statement of Assets and Liabilities | Financial Instruments (Received) Pledged** | Cash Collateral (Received) Pledged** | Net Amount | |||||||||||||
Liabilities: | ||||||||||||||||
Over-the-counter derivatives* | $ | (133 | ) | - | $ | 133 | - |
* Over-the-counter derivatives consists of futures contracts. The amounts disclosed above represent the exposure to one or more counterparties. For further detail on individual derivative contracts and the corresponding unrealized appreciation (depreciation), see the Schedule of Investments. |
** The actual financial instruments and cash collateral (received) pledged may be in excess of the amounts shown in the table. The table only reflects collateral amounts up to the amount of the financial instrument disclosed on the Statement of Assets and Liabilities. |
12 |
CVR DYNAMIC ALLOCATION FUND NOTES TO FINANCIAL STATEMENTS MAY 31, 2015 |
Note 8. Federal Income Tax
As of November 30, 2014, distributable earnings (accumulated loss) on a tax basis were as follows:
Undistributed Ordinary Income | $ | 62,110 | ||
Undistributed Long-Term Gain | 60,034 | |||
Capital and Other Losses | (31,443 | ) | ||
Unrealized Appreciation | 934,426 | |||
Total | $ | 1,025,127 |
The difference between components of distributable earnings on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales, mark to market, and 1256 contract treatment of futures.
For tax purposes, the prior year post-October loss was $29,741 and the prior deferred late year ordinary loss was $1,702 (realized during the period November 1, 2014 through November 30, 2014). These losses were recognized for tax purposes on the first business day of the Fund’s current fiscal year, December 1, 2014.
Note 9. Subsequent Events
Subsequent events occurring after the date of this report through the date these financial statements were issued have been evaluated for potential impact and the Fund has had no such events.
13 |
CVR DYNAMIC ALLOCATION FUND ADDITIONAL INFORMATION MAY 31, 2015 |
Proxy Voting Information
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to securities held in the Fund’s portfolio is available, without charge and upon request, by calling (855) 328-7691 and on the U.S. Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov. The Fund’s proxy voting record for the most recent twelve-month period ended June 30 is available, without charge and upon request, by calling (855) 328-7691 and on the SEC’s website at www.sec.gov.
Availability of Quarterly Portfolio Schedules
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. These filings are available, without charge and upon request on the SEC’s website at www.sec.gov or may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.
Shareholder Expense Example
As a shareholder of the Fund, you incur ongoing costs, including management fees, distribution 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 Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from December 1, 2014, through May 31, 2015.
Actual Expenses – The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during the period.
Hypothetical Example for Comparison Purposes – The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the 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 the 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 | Ending | Expenses | Annualized | ||||||||
Account Value | Account Value | Paid During | Expense | ||||||||
December 1, 2014 | May 31, 2015 | Period* | Ratio* | ||||||||
Institutional Shares | |||||||||||
Actual | $ | 1,000.00 | $ | 1,032.74 | $ | 7.86 | 1.55 | % | |||
Hypothetical (5% return before taxes) | $ | 1,000.00 | $ | 1,017.20 | $ | 7.80 | 1.55 | % |
* | 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 divided by 365 to reflect the half-year period. |
14 |
CVR DYNAMIC ALLOCATION FUND
FOR MORE INFORMATION:
P.O. Box 588
Portland, ME 04112
(855) 328-7691 (toll free)
INVESTMENT ADVISER
CVR Portfolio Funds LLC
One Bromfield Street, Suite 5100
Boston, MA 02108
TRANSFER AGENT
Atlantic Fund Services
P.O. Box 588
Portland, ME 04112
www.atlanticfundservices.com
DISTRIBUTOR
Foreside Fund Services, LLC
Three Canal Plaza, Suite 100
Portland, Maine 04101
www.foreside.com
This report is submitted for the general information of the shareholders of the Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus, which includes information regarding the Fund’s risks, objectives, fees and expenses, experience of its management, and other information.
219-SAR-0515
ITEM 2. CODE OF ETHICS.
Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable
ITEM 6. INVESTMENTS.
(a) | Included as part of report to shareholders under Item 1. |
(b) | Not applicable. |
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant does not accept nominees to the board of trustees from shareholders.
ITEM 11. CONTROLS AND PROCEDURES
(a) The Registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) are effective, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as of a date within 90 days of the filing date of this report.
(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in
Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
ITEM 12. EXHIBITS.
(a)(1) Not applicable.
(a)(2) Certifications pursuant to Rule 30a-2(a) of the Act, and Section 302 of the Sarbanes-Oxley Act of 2002. (Exhibits filed herewith)
(a)(3) Not applicable.
(b) Certifications pursuant to Rule 30a-2(b) of the Act, and Section 906 of the Sarbanes-Oxley Act of 2002. (Exhibit filed herewith)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant Forum Funds II
By | /s/ Jessica Chase | |
Jessica Chase, Principal Executive Officer | ||
Date | June 29, 2015 |
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 | June 29, 2015 |
By | /s/ Karen Shaw | |
Karen Shaw, Principal Financial Officer | ||
Date | June 29, 2015 |