As filed with the Securities and Exchange Commission on February 10, 2016
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-22842
FORUM FUNDS II
Three Canal Plaza, Suite 600
Portland, Maine 04101
Jessica Chase, Principal Executive Officer
Three Canal Plaza, Suite 600
Portland, Maine 04101
207-347-2000
Date of fiscal year end: June 30
Date of reporting period: July 1, 2015 – December 31, 2015
ITEM 1. REPORT TO STOCKHOLDERS.
TABLE OF CONTENTS
Acutias International Small Cap Fund | |
Schedule of Investments | 2 |
Statement of Assets and Liabilities | 7 |
Statement of Operations | 8 |
Statements of Changes in Net Assets | 9 |
Financial Highlights | 10 |
Acuitas US Microcap Fund | |
Schedule of Investments | 11 |
Statement of Assets and Liabilities | 13 |
Statement of Operations | 14 |
Statements of Changes in Net Assets | 15 |
Financial Highlights | 16 |
Notes to Financial Statements | 17 |
Additional Information | 21 |
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2015
Shares | Security Description | Value |
Equity Securities - 97.2% | |||||
Common Stock - 96.7% | |||||
Australia - 3.7% | |||||
37,690 | Challenger, Ltd. | $ | 239,492 | ||
1,994 | Cochlear, Ltd. | 138,880 | |||
381,156 | Decmil Group, Ltd. | 290,247 | |||
43,546 | GrainCorp, Ltd., Class A | 273,847 | |||
10,853 | JB Hi-Fi, Ltd. | 154,376 | |||
5,215 | Sandfire Resources NL | 21,395 | |||
92,104 | Tassal Group, Ltd. | 315,446 | |||
70,800 | The Star Entertainment Group, Ltd. | 262,087 | |||
1,695,770 | |||||
Austria - 1.6% | |||||
12,798 | BUWOG AG (a) | 278,234 | |||
2,108 | Oesterreichische Post AG | 77,042 | |||
13,321 | Palfinger AG | 382,906 | |||
738,182 | |||||
Belgium - 1.2% | |||||
24,056 | AGFA-Gevaert NV (a) | 136,989 | |||
2,867 | Cie d'Entreprises CFE | 339,924 | |||
1,143 | Melexis NV | 62,331 | |||
539,244 | |||||
Bermuda - 0.2% | |||||
27,460 | Frontline, Ltd. | 79,479 | |||
Brazil - 0.5% | |||||
110,162 | MRV Engenharia e Participacoes SA | 241,695 | |||
Canada - 5.3% | |||||
21,010 | CAE, Inc. | 233,073 | |||
22,550 | Canam Group, Inc. | 226,364 | |||
45,750 | Cardinal Energy, Ltd. | 289,967 | |||
66,240 | Precision Drilling Corp. | 261,858 | |||
2,046 | Russel Metals, Inc. | 23,762 | |||
187,000 | Surge Energy, Inc. | 285,156 | |||
112,500 | TORC Oil & Gas, Ltd. | 418,714 | |||
162,950 | Western Forest Products, Inc. | 266,146 | |||
57,970 | Whitecap Resources, Inc. | 379,987 | |||
2,385,027 | |||||
Cayman Islands - 0.5% | |||||
755,000 | Peak Sport Products Co., Ltd. | 211,399 | |||
China - 3.3% | |||||
80,000 | Anhui Expressway Co., Ltd., Class H | 68,129 | |||
210,000 | Beijing Capital International Airport Co., Ltd., Class H | 226,799 | |||
286,941 | China Lesso Group Holdings, Ltd. | 200,302 | |||
136,000 | China Southern Airlines Co., Ltd., Class H | 104,939 | |||
98,000 | Dongfeng Motor Group Co., Ltd. , Class H | 131,003 | |||
149,750 | Greentown China Holdings, Ltd. (a) | 148,783 | |||
26,000 | Jiangsu Expressway Co., Ltd., Class H | 35,091 | |||
340,000 | KWG Property Holding, Ltd. | 252,256 | |||
106,000 | Sinopec Shanghai Petrochemical Co., Ltd., Class H (a) | 42,263 | |||
55,000 | TravelSky Technology, Ltd. | 90,554 | |||
260,000 | Wisdom Sports Group | 175,457 | |||
1,475,576 | |||||
Denmark - 1.5% | |||||
26,665 | Matas A/S | 516,433 | |||
3,454 | NKT Holding A/S | 179,510 | |||
695,943 | |||||
Faroe Islands - 0.1% | |||||
872 | Bakkafrost P/F | 25,791 |
Shares | Security Description | Value |
Finland - 0.3% | |||||
9,100 | Tikkurila Oyj | $ | 159,319 | ||
France - 1.0% | |||||
768 | Cegedim SA (a) | 26,708 | |||
20,424 | Derichebourg SA (a) | 73,601 | |||
55,646 | EuropaCorp (a) | 296,319 | |||
617 | Faurecia | 24,816 | |||
1,269 | Saft Groupe SA | 38,739 | |||
460,183 | |||||
Germany - 5.3% | |||||
2,754 | Aareal Bank AG | 87,213 | |||
18,016 | ADVA Optical Networking SE (a) | 217,717 | |||
650 | Amadeus Fire AG | 52,972 | |||
7,280 | Carl Zeiss Meditec AG | 225,874 | |||
770 | Cewe Stiftung & Co. KGAA | 45,698 | |||
1,077 | CTS Eventim AG & Co. KGaA | 43,002 | |||
22,023 | Deutz AG | 88,339 | |||
3,719 | Duerr AG | 297,463 | |||
951 | Homag Group AG | 36,998 | |||
643 | KION Group AG (a) | 32,158 | |||
2,969 | Krones AG | 355,890 | |||
2,018 | Pfeiffer Vacuum Technology AG | 205,161 | |||
9,160 | RHOEN-KLINIKUM AG | 275,544 | |||
6,724 | Stroeer SE | 423,093 | |||
2,387,122 | |||||
Gibraltar - 0.4% | |||||
63,044 | 888 Holdings PLC | 169,614 | |||
Hong Kong - 2.7% | |||||
194,000 | China Foods, Ltd. (a) | 85,610 | |||
597,620 | Dah Chong Hong Holdings, Ltd. | 301,507 | |||
990,120 | EVA Precision Industrial Holdings, Ltd. | 176,304 | |||
505,000 | Lee & Man Paper Manufacturing, Ltd. | 282,146 | |||
4,393,996 | REXLot Holdings, Ltd. (b) | 141,741 | |||
102,000 | Shun Tak Holdings, Ltd. | 38,431 | |||
92,500 | SmarTone Telecommunications Holdings, Ltd. | 140,838 | |||
60,000 | Texwinca Holdings, Ltd. | 62,786 | |||
1,229,363 | |||||
Indonesia - 0.0% | |||||
18,100 | Panin Financial Tbk PT (a) | 243 | |||
Ireland - 0.8% | |||||
14,996 | Smurfit Kappa Group PLC | 384,444 | |||
Italy - 4.8% | |||||
23,974 | Ansaldo STS SpA | 257,150 | |||
7,550 | Banca Generali SpA | 239,421 | |||
5,819 | Biesse SpA | 100,675 | |||
10,450 | Brembo SpA | 507,410 | |||
51,000 | Cairo Communication SpA | 253,289 | |||
328,500 | Credito Valtellinese SC (a) | 389,484 | |||
2,131 | DiaSorin SpA | 112,204 | |||
4,662 | Unipol Gruppo Finanziario SpA | 24,136 | |||
42,100 | Zignago Vetro SpA | 277,487 | |||
2,161,256 | |||||
Japan - 24.3% | |||||
6,800 | Adastria Co., Ltd. | 384,708 | |||
38,900 | Anritsu Corp. | 257,942 | |||
2,300 | BML, Inc. | 69,558 | |||
31,000 | Chiyoda Corp. | 238,055 | |||
37,000 | Chugoku Marine Paints, Ltd. | 274,587 | |||
2,000 | Coca-Cola West Co., Ltd. | 40,884 | |||
1,100 | Daikokutenbussan Co., Ltd. | 41,824 | |||
36,500 | DCM Holdings Co., Ltd. | 266,929 |
See Notes to Financial Statements. 2
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2015
Shares | Security Description | Value |
121,000 | DIC Corp. | $ | 332,210 | ||
6,400 | Doutor Nichires Holdings Co., Ltd. | 99,572 | |||
20,000 | EPS Holdings, Inc. | 222,305 | |||
43,200 | FIDEA Holdings Co., Ltd. | 98,121 | |||
8,600 | Foster Electric Co, Ltd. | 190,467 | |||
13,200 | Funai Electric Co., Ltd. | 112,018 | |||
10,000 | Geo Holdings Corp. | 158,908 | |||
12,300 | Happinet Corp. | 120,754 | |||
31,800 | Hitachi Construction Machinery Co., Ltd. | 502,154 | |||
60,700 | Hitachi Zosen Corp. | 336,843 | |||
5,500 | Hogy Medical Co., Ltd. | 278,215 | |||
28,900 | Ibiden Co., Ltd. | 419,091 | |||
12,300 | Icom, Inc. | 257,779 | |||
17,000 | J-Oil Mills, Inc. | 49,644 | |||
80,100 | JVC Kenwood Corp. | 221,917 | |||
3,200 | Kaga Electronics Co., Ltd. | 48,188 | |||
3,000 | Kanamoto Co., Ltd. | 76,750 | |||
1,900 | Kato Sangyo Co., Ltd. | 44,514 | |||
4,800 | Komori Corp. | 57,027 | |||
28,500 | Makino Milling Machine Co., Ltd. | 217,671 | |||
30,000 | Marudai Food Co., Ltd. | 116,061 | |||
3,700 | Matsumotokiyoshi Holdings Co., Ltd. | 190,857 | |||
3,600 | Medipal Holdings Corp. | 62,119 | |||
1,000 | Miraca Holdings, Inc. | 44,511 | |||
168,900 | Monex Group, Inc. | 445,454 | |||
33,700 | NET One Systems Co., Ltd. | 217,293 | |||
24,000 | Nippon Kayaku Co., Ltd. | 254,586 | |||
10,500 | Nishimatsuya Chain Co., Ltd. | 91,813 | |||
6,100 | Nitto Kogyo Corp. | 107,998 | |||
65,000 | OKUMA Corp. | 534,298 | |||
50,900 | Round One Corp. | 231,643 | |||
10,600 | Ryosan Co., Ltd. | 275,153 | |||
6,000 | Sankyu, Inc. | 31,000 | |||
33,000 | Sanyo Shokai, Ltd. | 79,621 | |||
19,000 | Saxa Holdings, Inc. | 36,200 | |||
11,400 | Ship Healthcare Holdings, Inc. | 285,486 | |||
51,700 | SKY Perfect JSAT Holdings, Inc. | 294,212 | |||
19,400 | Star Micronics Co., Ltd. | 256,149 | |||
10,850 | Sumitomo Real Estate Sales Co., Ltd. | 251,402 | |||
65,400 | Takara Leben Co., Ltd. | 367,822 | |||
52,000 | Takuma Co., Ltd. | 429,602 | |||
3,700 | Tamron Co., Ltd. | 69,170 | |||
13,300 | Tatsuta Electric Wire and Cable Co., Ltd. | 48,356 | |||
34,000 | The Nisshin Oillio Group, Ltd. | 139,457 | |||
2,000 | Toei Co., Ltd. | 19,751 | |||
12,100 | Toppan Forms Co., Ltd. | 144,964 | |||
7,000 | Toshiba TEC Corp. | 25,217 | |||
16,000 | Toyo Kanetsu KK | 34,877 | |||
8,000 | Tsugami Corp. | 35,076 | |||
111,000 | Ube Industries, Ltd. | 237,339 | |||
3,900 | Warabeya Nichiyo Co., Ltd. | 74,499 | |||
3,600 | Yamazen Corp. | 33,366 | |||
5,000 | Yuasa Trading Co., Ltd. | 125,005 | |||
11,008,992 | |||||
Malaysia - 1.3% | |||||
298,100 | Alliance Financial Group Bhd | 247,173 | |||
32,631 | Berjaya Sports Toto Bhd | 23,180 | |||
321,100 | Supermax Corp. Bhd | 242,311 | |||
28,800 | Top Glove Corp. Bhd | 91,092 | |||
603,756 | |||||
Mexico - 1.7% | |||||
172,900 | Concentradora Hipotecaria SAPI de CV REIT | 251,608 | |||
689,681 | Consorcio ARA SAB de CV | 239,304 |
Shares | Security Description | Value |
12,220 | Industrias Bachoco SAB de CV, Class B | $ | 49,732 | ||
134,860 | PLA Administradora Industrial S de RL de CV REIT (a) | 219,022 | |||
759,666 | |||||
Netherlands - 1.5% | |||||
1,344 | BE Semiconductor Industries NV | 27,109 | |||
24,146 | Delta Lloyd NV | 142,880 | |||
15,627 | Intertrust NV (a)(c) | 344,068 | |||
8,507 | USG People NV | 158,829 | |||
672,886 | |||||
New Zealand - 0.7% | |||||
66,930 | Fletcher Building, Ltd. | 336,459 | |||
Norway - 1.5% | |||||
12,845 | Aker ASA, Class A | 237,987 | |||
61,032 | Austevoll Seafood ASA | 372,329 | |||
2,528 | Salmar ASA | 44,267 | |||
2,712 | Veidekke ASA | 33,243 | |||
687,826 | |||||
Panama - 0.5% | |||||
8,990 | Banco Latinoamericano de Comerico Exterior SA, Class E | 233,111 | |||
Portugal - 0.4% | |||||
95,550 | Mota-Engil SGPS SA | 199,890 | |||
Singapore - 1.4% | |||||
215,800 | Keppel DC REIT (a) | 154,480 | |||
93,000 | SATS, Ltd. | 251,865 | |||
334,696 | Symphony International Holdings, Ltd. | 242,655 | |||
649,000 | |||||
South Africa - 0.9% | |||||
259,070 | Nampak, Ltd. | 416,288 | |||
South Korea - 3.0% | |||||
79,960 | DGB Financial Group, Inc. (a) | 685,342 | |||
16,105 | Hankook Tire Worldwide Co., Ltd. (a) | 240,363 | |||
1,635 | Hanwha Chemical Corp. (a) | 37,927 | |||
1,277 | Hanwha Techwin Co., Ltd. (a) | 38,717 | |||
139 | Korea Petrochemical Ind Co., Ltd. (a) | 20,390 | |||
1,050 | NCSoft Corp. | 190,738 | |||
102 | NongShim Co., Ltd. (a) | 38,232 | |||
22 | Ottogi Corp. (a) | 22,984 | |||
920 | S&T Motiv Co., Ltd. (a) | 67,320 | |||
1,342,013 | |||||
Spain - 1.8% | |||||
5,399 | Almirall SA | 109,309 | |||
24,855 | Ebro Foods SA | 490,388 | |||
40,386 | NH Hotel Group SA (a) | 221,203 | |||
820,900 | |||||
Sweden - 2.6% | |||||
14,412 | Axfood AB | 250,630 | |||
6,205 | Clas Ohlson AB, Class B | 112,465 | |||
1,976 | Duni AB, Class A | 33,123 | |||
38,677 | Granges AB | 320,726 | |||
6,067 | Intrum Justitia AB | 207,421 | |||
14,711 | Mycronic AB | 143,338 | |||
7,983 | Nobia AB | 100,243 | |||
1,167,946 | |||||
Switzerland - 3.0% | |||||
6,304 | Aryzta AG (a) | 320,991 | |||
865 | Bucher Industries AG | 195,437 | |||
505 | Georg Fischer AG | 342,347 | |||
27,868 | OC Oerlikon Corp. AG (a) | 249,020 |
See Notes to Financial Statements. 3
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2015
Shares | Security Description | Value |
2,030 | Valiant Holding AG | $ | 239,157 | ||
1,346,952 | |||||
Taiwan - 5.7% | |||||
42,591 | Ability Enterprise Co., Ltd. | 30,342 | |||
39,000 | Accton Technology Corp. | 37,935 | |||
66,113 | Airtac International Group | 305,939 | |||
13,000 | Basso Industry Corp. | 24,973 | |||
94,012 | Chicony Electronics Co., Ltd. | 206,645 | |||
352,830 | China Life Insurance Co., Ltd. | 271,226 | |||
14,735 | ChipMOS TECHNOLOGIES Bermuda, Ltd. | 291,753 | |||
36,000 | Elite Material Co., Ltd. | 63,019 | |||
5,000 | Hermes Microvision, Inc. | 181,904 | |||
695,328 | King's Town Bank Co., Ltd. | 495,347 | |||
39,000 | Micro-Star International Co., Ltd. | 55,745 | |||
17,000 | Motech Industries, Inc. (a) | 23,393 | |||
36,000 | Powertech Technology, Inc. | 71,459 | |||
22,000 | Shin Zu Shing Co., Ltd. | 84,726 | |||
36,000 | Taiwan FU Hsing Industrial Co., Ltd. | 47,785 | |||
275,000 | Teco Electric and Machinery Co., Ltd. | 220,188 | |||
47,000 | Test Research, Inc. | 70,113 | |||
22,000 | Tong Yang Industry Co., Ltd. | 27,126 | |||
34,000 | Win Semiconductors Corp. | 51,289 | |||
2,560,907 | |||||
Thailand - 0.6% | |||||
742,800 | Digital Telecommunications Infrastructure Fund | 255,960 | |||
Turkey - 0.5% | |||||
149,680 | Tekfen Holding AS | 207,347 | |||
United Kingdom - 12.1% | |||||
78,760 | Arrow Global Group PLC | 306,235 | |||
549 | ASOS PLC (a) | 27,930 | |||
760 | Betfair Group PLC | 43,695 | |||
23,712 | Bovis Homes Group PLC | 354,806 | |||
64,220 | Brewin Dolphin Holdings PLC | 293,581 | |||
123,693 | Cambian Group PLC | 254,832 | |||
10,937 | Dialog Semiconductor PLC (a) | 369,826 | |||
2,327 | Dignity PLC | 87,648 | |||
18,774 | Domino's Pizza Group PLC | 291,158 | |||
89,000 | Elementis PLC | 300,588 | |||
18,000 | Essentra PLC | 219,715 | |||
145,374 | Fenner PLC | 306,464 | |||
4,796 | Go-Ahead Group PLC | 188,705 | |||
15,151 | Greggs PLC | 293,490 | |||
14,139 | Kennedy Wilson Europe Real Estate PLC | 252,209 | |||
48,936 | N Brown Group PLC | 223,134 | |||
82,569 | QinetiQ Group PLC | 329,748 | |||
140,000 | Regenersis PLC | 374,594 | |||
953 | Renishaw PLC | 26,412 | |||
124,740 | Stock Spirits Group PLC | 256,529 | |||
920 | SuperGroup PLC | 22,324 | |||
61,160 | Tyman PLC | 272,289 | |||
9,652 | WH Smith PLC | 251,711 | |||
6,183 | WS Atkins PLC | 148,210 | |||
5,495,833 | |||||
Total Common Stock (Cost $44,691,381) | 43,805,382 |
Shares | Security Description | Rate | Value |
Preferred Stock - 0.5% | |||||||
Brazil - 0.5% | |||||||
102,100 | Banco ABC Brasil SA (Cost $350,491) | 0.40 | % | $ | 225,298 | ||
Total Equity Securities (Cost $45,041,872) | 44,030,680 |
Shares | Security Description | Value |
Money Market Fund - 2.3% | |||||
1,037,577 | Short-Term Investments Trust Liquid Asset Portfolio, 0.01% (c) (Cost $1,037,577) | 1,037,577 | |||
Total Investments - 99.5% (Cost $46,079,449)* | $ | 45,068,257 | |||
Other Assets & Liabilities, Net – 0.5% | 237,182 | ||||
Net Assets – 100.0% | $ | 45,305,439 |
PLC | Public Limited Company |
REIT | Real Estate Investment Trust |
(a) | Non-income producing security. |
(b) | Security fair valued in accordance with procedures adopted by the Board of Trustees. At the period end, the value of these securities amounted to $141,741 or 0.3% of net assets. |
(c) | Security exempt from registration under Rule 144A under the Securities Act of 1933. At the period end, the value of these securities amounted to $344,068 or 0.8% of net assets. |
(d) | Variable rate security. Rate presented is as of December 31, 2015. |
* | Cost for federal income tax purposes is substantially the same as for financial statement purposes and net unrealized depreciation consists of: |
Gross Unrealized Appreciation | $ | 2,843,843 | ||
Gross Unrealized Depreciation | (3,855,035 | ) | ||
Net Unrealized Depreciation | $ | (1,011,192 | ) |
See Notes to Financial Statements. 4
SCHEDULE OF INVESTMENTS
DECEMBER 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.
The following is a summary of the inputs used to value the Fund’s investments and other financial instruments and liabilities as of December 31, 2015.
Level 1 | Level 2 | Level 3 | Total |
Investments At Value | ||||||||||||||||
Common Stock | ||||||||||||||||
Australia | $ | 1,695,770 | $ | - | $ | - | $ | 1,695,770 | ||||||||
Austria | 738,182 | - | - | 738,182 | ||||||||||||
Belgium | 539,244 | - | - | 539,244 | ||||||||||||
Bermuda | 79,479 | - | - | 79,479 | ||||||||||||
Brazil | 241,695 | - | - | 241,695 | ||||||||||||
Canada | 2,385,027 | - | - | 2,385,027 | ||||||||||||
Cayman Islands | 211,399 | - | - | 211,399 | ||||||||||||
China | 1,475,576 | - | - | 1,475,576 | ||||||||||||
Denmark | 695,943 | - | - | 695,943 | ||||||||||||
Faroe Islands | 25,791 | - | - | 25,791 | ||||||||||||
Finland | 159,319 | - | - | 159,319 | ||||||||||||
France | 460,183 | - | - | 460,183 | ||||||||||||
Germany | 2,387,122 | - | - | 2,387,122 | ||||||||||||
Gibraltar | 169,614 | - | - | 169,614 | ||||||||||||
Hong Kong | 1,087,622 | - | 141,741 | 1,229,363 | ||||||||||||
Indonesia | 243 | - | - | 243 | ||||||||||||
Ireland | 384,444 | - | - | 384,444 | ||||||||||||
Italy | 2,161,256 | - | - | 2,161,256 | ||||||||||||
Japan | 11,008,992 | - | - | 11,008,992 | ||||||||||||
Malaysia | 603,756 | - | - | 603,756 | ||||||||||||
Mexico | 759,666 | - | - | 759,666 | ||||||||||||
Netherlands | 672,886 | - | - | 672,886 | ||||||||||||
New Zealand | 336,459 | - | - | 336,459 | ||||||||||||
Norway | 687,826 | - | - | 687,826 | ||||||||||||
Panama | 233,111 | - | - | 233,111 | ||||||||||||
Portugal | 199,890 | - | - | 199,890 | ||||||||||||
Singapore | 649,000 | - | - | 649,000 | ||||||||||||
South Africa | 416,288 | - | - | 416,288 | ||||||||||||
South Korea | 1,342,013 | - | - | 1,342,013 | ||||||||||||
Spain | 820,900 | - | - | 820,900 | ||||||||||||
Sweden | 1,167,946 | - | - | 1,167,946 | ||||||||||||
Switzerland | 1,346,952 | - | - | 1,346,952 | ||||||||||||
Taiwan | 2,560,907 | - | - | 2,560,907 | ||||||||||||
Thailand | 255,960 | - | - | 255,960 | ||||||||||||
Turkey | 207,347 | - | - | 207,347 | ||||||||||||
United Kingdom | 5,495,833 | - | - | 5,495,833 | ||||||||||||
Preferred Stock | ||||||||||||||||
Brazil | 225,298 | - | - | 225,298 | ||||||||||||
Money Market Fund | - | 1,037,577 | - | 1,037,577 | ||||||||||||
Total Investments At Value | $ | 43,888,939 | $ | 1,037,577 | $ | 141,741 | $ | 45,068,257 |
See Notes to Financial Statements. 5
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2015
The following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value.
Common Stock | Rights | |||||||
Balance as of June 30, 2015 | $ | 223,907 | $ | 1,707 | ||||
Sales | - | (1,778 | ) | |||||
Realized Gain | - | 1,778 | ||||||
Change in Unrealized Appreciation/Depreciation | (82,166 | ) | (1,707 | ) | ||||
Balance as of December 31, 2015 | $ | 141,741 | $ | - | ||||
Net change in unrealized appreciation (depreciation) from investments held as of December 31, 2015** | $ | (82,166 | ) | $ | (1,707 | ) |
** The change in unrealized appreciation is included in net change in unrealized appreciation (depreciation) of investments in the accompanying Statement of Operations. |
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 December 31, 2015.
PORTFOLIO HOLDINGS | ||||
% of Total Investments | ||||
Australia | 3.8 | % | ||
Austria | 1.6 | % | ||
Belgium | 1.2 | % | ||
Bermuda | 0.2 | % | ||
Brazil | 1.0 | % | ||
Canada | 5.3 | % | ||
Cayman Islands | 0.5 | % | ||
China | 3.3 | % | ||
Denmark | 1.5 | % | ||
Faroe Islands | 0.1 | % | ||
Finland | 0.4 | % | ||
France | 1.0 | % | ||
Germany | 5.3 | % | ||
Gibraltar | 0.4 | % | ||
Hong Kong | 2.7 | % | ||
Indonesia | 0.0 | % | ||
Ireland | 0.9 | % | ||
Italy | 4.8 | % | ||
Japan | 24.4 | % | ||
Malaysia | 1.3 | % | ||
Mexico | 1.7 | % | ||
Netherlands | 1.5 | % | ||
New Zealand | 0.7 | % | ||
Norway | 1.5 | % | ||
Panama | 0.5 | % | ||
Portugal | 0.4 | % | ||
Singapore | 1.4 | % | ||
South Africa | 0.9 | % | ||
South Korea | 3.0 | % | ||
Spain | 1.8 | % | ||
Sweden | 2.6 | % | ||
Switzerland | 3.0 | % | ||
Taiwan | 5.7 | % | ||
Thailand | 0.6 | % | ||
Turkey | 0.5 | % | ||
United Kingdom | 12.2 | % | ||
United States | 2.3 | % | ||
100.0 | % |
See Notes to Financial Statements. 6
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2015
ASSETS | ||||||
Total investments, at value (Cost $46,079,449) | $ | 45,068,257 | ||||
Foreign currency (Cost $20,918) | 19,837 | |||||
Receivables: | ||||||
Fund shares sold | 193,375 | |||||
Investment securities sold | 244,927 | |||||
Dividends | 75,076 | |||||
Prepaid expenses | 9,282 | |||||
Total Assets | 45,610,754 | |||||
LIABILITIES | ||||||
Payables: | ||||||
Investment securities purchased | 118,362 | |||||
Fund shares redeemed | 18,484 | |||||
Due to custodian | 99,335 | |||||
Accrued Liabilities: | ||||||
Investment adviser fees | 23,126 | |||||
Trustees’ fees and expenses | 420 | |||||
Fund services fees | 9,804 | |||||
Other expenses | 35,784 | |||||
Total Liabilities | 305,315 | |||||
NET ASSETS | $ | 45,305,439 | ||||
COMPONENTS OF NET ASSETS | ||||||
Paid-in capital | $ | 49,348,560 | ||||
Distributions in excess of net investment income | (893,696 | ) | ||||
Accumulated net realized loss | (2,137,787 | ) | ||||
Net unrealized depreciation | (1,011,638 | ) | ||||
NET ASSETS | $ | 45,305,439 | ||||
SHARES OF BENEFICIAL INTEREST AT NO PAR VALUE (UNLIMITED SHARES AUTHORIZED) | 5,030,315 | |||||
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE* | $ | 9.01 | ||||
* | Shares redeemed or exchanged within 60 days of purchase are charged a 1.00% redemption fee. |
See Notes to Financial Statements. 7
STATEMENT OF OPERATIONS
SIX MONTHS ENDED DECEMBER 31, 2015
INVESTMENT INCOME | ||||||||
Dividend income (Net of foreign withholding taxes of $65,679) | $ | 459,141 | ||||||
Total Investment Income | 459,141 | |||||||
Adviser | ||||||||
EXPENSES | ||||||||
Investment adviser fees | 272,061 | |||||||
Fund services fees | 77,460 | |||||||
Custodian fees | 49,297 | |||||||
Registration fees | 8,457 | |||||||
Professional fees | 20,437 | |||||||
Trustees' fees and expenses | 3,830 | |||||||
Miscellaneous expenses | 52,216 | |||||||
Total Expenses | 483,758 | |||||||
Fees waived and expenses reimbursed | (143,682 | ) | ||||||
Net Expenses | 340,076 | |||||||
NET INVESTMENT INCOME | 119,065 | |||||||
NET REALIZED AND UNREALIZED GAIN (LOSS) | ||||||||
Net realized gain (loss) on: | ||||||||
Investments | (678,611 | ) | ||||||
Foreign currency transactions | (35,708 | ) | ||||||
Net realized loss | (714,319 | ) | ||||||
Net change in unrealized appreciation (depreciation) on: | ||||||||
Investments | (1,800,053 | ) | ||||||
Foreign currency translations | 2,315 | |||||||
Net change in unrealized appreciation (depreciation) | (1,797,738 | ) | ||||||
NET REALIZED AND UNREALIZED LOSS | (2,512,057 | ) | ||||||
DECREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | (2,392,992 | ) | |||||
See Notes to Financial Statements. 8
STATEMENTS OF CHANGES IN NET ASSETS
June 30, 2016 | # | 42369 | # | # | * | 42185 | |||||
For the Six Months Ended December 31, 2015 | July 18, 2014* through June 30, 2015 | ||||||||||
OPERATIONS | |||||||||||
Net investment income | $ | 119,065 | $ | 344,858 | |||||||
Net realized loss | (714,319 | ) | (1,356,538 | ) | |||||||
Net change in unrealized appreciation (depreciation) | (1,797,738 | ) | 786,100 | ||||||||
Decrease in Net Assets Resulting from Operations | (2,392,992 | ) | (225,580 | ) | |||||||
DISTRIBUTIONS TO SHAREHOLDERS FROM | |||||||||||
Net investment income | (1,348,810 | ) | (75,739 | ) | |||||||
CAPITAL SHARE TRANSACTIONS | |||||||||||
Sale of shares | 3,418,145 | 52,981,016 | |||||||||
Reinvestment of distributions | 1,348,809 | 75,739 | |||||||||
Redemption of shares | (2,373,026 | ) | (6,107,714 | ) | |||||||
Redemption fees | 176 | 5,415 | |||||||||
Increase in Net Assets from Capital Share Transactions | 2,394,104 | 46,954,456 | |||||||||
Increase (Decrease) in Net Assets | (1,347,698 | ) | 46,653,137 | ||||||||
NET ASSETS | |||||||||||
Beginning of Period | 46,653,137 | - | |||||||||
End of Period (Including line (a)) | $ | 45,305,439 | $ | 46,653,137 | |||||||
SHARE TRANSACTIONS | |||||||||||
Sale of shares | 370,387 | 5,409,007 | |||||||||
Reinvestment of distributions | 149,702 | 8,397 | |||||||||
Redemption of shares | (256,196 | ) | (650,982 | ) | |||||||
Increase in Shares | 263,893 | 4,766,422 | |||||||||
(a) | Undistributed (distributions in excess of) net investment income | $ | (893,696 | ) | $ | 336,049 | |||||
* | Commencement of operations. |
See Notes to Financial Statements. 9
FINANCIAL HIGHLIGHTS
These financial highlights reflect selected data for a share outstanding throughout each period. | |||||||||
For the Six Months Ended December 31, 2015 | July 18, 2014 (a) through June 30, 2015 | ||||||||
INSTITUTIONAL SHARES | |||||||||
NET ASSET VALUE, Beginning of Period | $ | 9.79 | $ | 10.00 | |||||
INVESTMENT OPERATIONS | |||||||||
Net investment income (b) | 0.02 | 0.08 | |||||||
Net realized and unrealized loss | (0.52 | ) | (0.27 | ) | |||||
Total from Investment Operations | (0.50 | ) | (0.19 | ) | |||||
DISTRIBUTIONS TO SHAREHOLDERS FROM | |||||||||
Net investment income | (0.28 | ) | (0.02 | ) | |||||
REDEMPTION FEES (b) | — | (c) | — | (c) | |||||
NET ASSET VALUE, End of Period | $ | 9.01 | $ | 9.79 | |||||
TOTAL RETURN | (5.14 | )%(d) | (1.91 | )%(d) | |||||
RATIOS/SUPPLEMENTARY DATA | |||||||||
Net Assets at End of Period (000's omitted) | $45,305 | $46,653 | |||||||
Ratios to Average Net Assets: | |||||||||
Net investment income | 0.53 | %(e) | 0.91 | %(e) | |||||
Net expenses | 1.50 | %(e) | 1.50 | %(e) | |||||
Gross expenses (f) | 2.14 | %(e) | 2.40 | %(e) | |||||
PORTFOLIO TURNOVER RATE | 53 | %(d) | 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. 10
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2015
Shares | Security Description | Value |
Common Stock - 93.3% | |||||
Consumer Discretionary - 18.8% | |||||
38,300 | America's Car-Mart, Inc. (a) | $ | 1,022,227 | ||
12,600 | Beazer Homes USA, Inc. (a) | 144,774 | |||
17,434 | Build-A-Bear Workshop, Inc. (a) | 213,392 | |||
10,150 | Carmike Cinemas, Inc. (a) | 232,841 | |||
20,328 | Carriage Services, Inc. | 489,905 | |||
14,600 | Central Garden and Pet Co., Class A (a) | 198,560 | |||
14,139 | Chuy's Holdings, Inc. (a) | 443,116 | |||
59,040 | Crown Crafts, Inc. | 501,250 | |||
26,200 | Denny's Corp. (a) | 257,546 | |||
18,800 | Entercom Communications Corp., Class A (a) | 211,124 | |||
31,039 | Entravision Communications Corp., Class A | 239,311 | |||
7,909 | Ethan Allen Interiors, Inc. | 220,028 | |||
18,900 | Isle of Capri Casinos, Inc. (a) | 263,277 | |||
14,600 | K12, Inc. (a) | 128,480 | |||
9,350 | Liberty Tax, Inc. | 222,810 | |||
7,900 | M/I Homes, Inc. (a) | 173,168 | |||
8,700 | MarineMax, Inc. (a) | 160,254 | |||
28,348 | MDC Partners, Inc., Class A | 615,719 | |||
7,000 | Nautilus, Inc. (a) | 117,040 | |||
7,700 | Perry Ellis International, Inc. (a) | 141,834 | |||
10,150 | Saga Communications, Inc., Class A | 390,267 | |||
23,762 | Sequential Brands Group, Inc. (a) | 187,957 | |||
39,400 | Skullcandy, Inc. (a) | 186,362 | |||
24,100 | Stoneridge, Inc. (a) | 356,680 | |||
95,550 | Tandy Leather Factory, Inc. (a) | 701,337 | |||
9,200 | The Marcus Corp. | 174,524 | |||
10,000 | Tower International, Inc. | 285,700 | |||
13,157 | William Lyon Homes, Class A (a) | 217,091 | |||
8,189 | Winmark Corp. | 761,659 | |||
36,200 | ZAGG, Inc. (a) | 396,028 | |||
9,654,261 | |||||
Consumer Staples - 3.7% | |||||
5,300 | Calavo Growers, Inc. | 259,700 | |||
5,430 | Core-Mark Holding Co., Inc. | 444,934 | |||
50,844 | Inventure Foods, Inc. (a) | 360,992 | |||
8,000 | John B Sanfilippo & Son, Inc. (a) | 432,240 | |||
17,182 | Omega Protein Corp. (a) | 381,441 | |||
1,879,307 | |||||
Energy - 2.4% | |||||
21,500 | Natural Gas Services Group, Inc. (a) | 479,450 | |||
28,950 | Newpark Resources, Inc. (a) | 152,856 | |||
17,826 | PowerSecure International, Inc. (a) | 268,281 | |||
3,900 | REX American Resources Corp. (a) | 210,873 | |||
15,400 | TETRA Technologies, Inc. (a) | 115,808 | |||
1,227,268 | |||||
Financial Services - 14.3% | |||||
53,800 | Arbor Realty Trust, Inc. REIT | 384,670 | |||
57,200 | Atlas Financial Holdings, Inc. (a) | 1,138,280 | |||
18,800 | Berkshire Hills Bancorp, Inc. | 547,268 | |||
14,900 | Cardinal Financial Corp. | 338,975 | |||
13,100 | Cass Information Systems, Inc. | 674,126 | |||
2,107 | Diamond Hill Investment Group, Inc. (a) | 398,223 | |||
10,200 | Enterprise Financial Services Corp. | 289,170 | |||
47,569 | Everi Holdings, Inc. (a) | 208,828 | |||
4,600 | Financial Institutions, Inc. | 128,800 | |||
7,800 | First Defiance Financial Corp. | 294,684 | |||
4,800 | First Internet Bancorp | 137,712 | |||
16,400 | First Merchants Corp. | 416,888 | |||
11,900 | Heartland Financial USA, Inc. | 373,184 |
Shares | Security Description | Value |
23,800 | MainSource Financial Group, Inc. | $ | 544,544 | ||
6,100 | Old Line Bancshares, Inc. | 107,177 | |||
10,300 | Premier Financial Bancorp, Inc. | 169,332 | |||
43,980 | Pzena Investment Management, Inc., Class A | 378,228 | |||
6,600 | RE/MAX Holdings, Inc. | 246,180 | |||
7,000 | Suffolk Bancorp | 198,450 | |||
11,900 | Walker & Dunlop, Inc. (a) | 342,839 | |||
7,317,558 | |||||
Health Care - 19.5% | |||||
49,700 | Addus HomeCare Corp. (a) | 1,157,016 | |||
31,300 | Affymetrix, Inc. (a) | 315,817 | |||
3,200 | Almost Family, Inc. (a) | 122,336 | |||
7,300 | Ardelyx, Inc. (a) | 132,276 | |||
11,759 | Arrowhead Research Corp. (a) | 72,318 | |||
60,539 | BioDelivery Sciences International, Inc. (a) | 289,982 | |||
3,200 | BioSpecifics Technologies Corp. (a) | 137,504 | |||
18,953 | BioTelemetry, Inc. (a) | 221,371 | |||
4,415 | Blueprint Medicines Corp. (a) | 116,291 | |||
3,200 | Cambrex Corp. (a) | 150,688 | |||
18,281 | Capital Senior Living Corp. (a) | 381,342 | |||
23,150 | Corcept Therapeutics, Inc. (a) | 115,287 | |||
13,600 | Cross Country Healthcare, Inc. (a) | 222,904 | |||
7,493 | Cynosure, Inc., Class A (a) | 334,712 | |||
11,000 | Cytokinetics, Inc. (a) | 115,060 | |||
5,324 | Dipexium Pharmaceuticals, Inc. (a) | 59,629 | |||
3,626 | Dynavax Technologies Corp. (a) | 87,604 | |||
81,500 | Enzo Biochem, Inc. (a) | 366,750 | |||
4,600 | Five Prime Therapeutics, Inc. (a) | 190,900 | |||
23,685 | Flamel Technologies SA, ADR (a) | 289,194 | |||
31,019 | Fortress Biotech, Inc. (a) | 86,543 | |||
55,100 | Harvard Bioscience, Inc. (a) | 191,197 | |||
3,302 | Heron Therapeutics, Inc. (a) | 88,163 | |||
11,100 | Heska Corp. (a) | 429,348 | |||
8,843 | LDR Holding Corp. (a) | 222,048 | |||
12,400 | LeMaitre Vascular, Inc. | 213,900 | |||
5,637 | Lexicon Pharmaceuticals, Inc. (a) | 75,028 | |||
9,198 | Natus Medical, Inc. (a) | 441,964 | |||
50,150 | NeoGenomics, Inc. (a) | 394,680 | |||
41,600 | Oncothyreon, Inc. (a) | 92,352 | |||
13,300 | PharMerica Corp. (a) | 465,500 | |||
8,399 | Repligen Corp. (a) | 237,608 | |||
45,200 | Rigel Pharmaceuticals, Inc. (a) | 136,956 | |||
10,500 | SciClone Pharmaceuticals, Inc. (a) | 96,600 | |||
15,355 | SeaSpine Holdings Corp. (a) | 263,799 | |||
10,733 | Supernus Pharmaceuticals, Inc. (a) | 144,251 | |||
11,825 | Tracon Pharmaceuticals, Inc. (a) | 109,263 | |||
15,100 | Triple-S Management Corp., Class B (a) | 361,041 | |||
14,950 | Utah Medical Products, Inc. | 875,173 | |||
6,071 | Vascular Solutions, Inc. (a) | 208,782 | |||
10,013,177 | |||||
Materials & Processing - 4.8% | |||||
42,200 | Century Aluminum Co. (a) | 186,524 | |||
23,150 | Chase Corp. | 942,900 | |||
16,800 | Culp, Inc. | 427,896 | |||
10,700 | Installed Building Products, Inc. (a) | 265,681 | |||
1,750 | KMG Chemicals, Inc. | 40,285 | |||
10,300 | Olympic Steel, Inc. | 119,274 | |||
3,800 | Patrick Industries, Inc. (a) | 165,300 | |||
14,100 | Quanex Building Products Corp. | 293,985 | |||
2,441,845 |
See Notes to Financial Statements. 11
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2015
Shares | Security Description | Value |
Producer Durables - 14.8% | |||||
28,300 | ACCO Brands Corp. (a) | $ | 201,779 | ||
8,700 | Advanced Energy Industries, Inc. (a) | 245,601 | |||
104,528 | Civeo Corp. (a) | 148,430 | |||
10,500 | Ducommun, Inc. (a) | 170,310 | |||
9,200 | Encore Wire Corp. | 341,228 | |||
61,750 | Graham Corp. | 1,038,635 | |||
3,212 | Huron Consulting Group, Inc. (a) | 190,793 | |||
4,300 | Lydall, Inc. (a) | 152,564 | |||
14,210 | Marten Transport, Ltd. | 251,517 | |||
12,900 | Modine Manufacturing Co. (a) | 116,745 | |||
13,500 | Resources Connection, Inc. | 220,590 | |||
20,600 | SP Plus Corp. (a) | 492,340 | |||
14,100 | Sykes Enterprises, Inc. (a) | 433,998 | |||
29,200 | Teekay Tankers, Ltd., Class A | 200,896 | |||
37,150 | Thermon Group Holdings, Inc. (a) | 628,578 | |||
93,200 | Transcat, Inc. (a) | 926,408 | |||
14,690 | Tutor Perini Corp. (a) | 245,910 | |||
58,000 | UFP Technologies, Inc. (a) | 1,381,560 | |||
2,000 | VSE Corp. | 124,360 | |||
7,200 | YRC Worldwide, Inc. (a) | 102,096 | |||
7,614,338 | |||||
Technology - 11.9% | |||||
66,650 | American Software, Inc., Class A | 678,497 | |||
24,079 | CalAmp Corp. (a) | 479,894 | |||
17,429 | Callidus Software, Inc. (a) | 323,657 | |||
89,900 | Ciber Inc (a) | 315,549 | |||
9,700 | Comtech Telecommunications Corp. | 194,873 | |||
16,100 | DHI Group, Inc. (a) | 147,637 | |||
7,200 | DTS, Inc. (a) | 162,576 | |||
62,200 | Extreme Networks, Inc. (a) | 253,776 | |||
19,789 | Infoblox, Inc. (a) | 363,920 | |||
68,400 | Limelight Networks, Inc. (a) | 99,864 | |||
16,100 | Mercury Systems, Inc. (a) | 295,596 | |||
9,845 | Monotype Imaging Holdings, Inc. | 232,736 | |||
28,500 | NeoPhotonics Corp. (a) | 309,510 | |||
15,590 | Newport Corp. (a) | 247,413 | |||
20,676 | PDF Solutions, Inc. (a) | 224,128 | |||
25,679 | Perficient, Inc. (a) | 439,624 | |||
3,842 | Proofpoint, Inc. (a) | 249,768 | |||
7,098 | Qualys, Inc. (a) | 234,873 | |||
21,500 | Rudolph Technologies, Inc. (a) | 305,730 | |||
35,000 | Sigma Designs, Inc. (a) | 221,200 | |||
5,031 | SPS Commerce, Inc. (a) | 353,227 | |||
6,134,048 | |||||
Utilities - 3.1% | |||||
60,326 | Boingo Wireless, Inc. (a) | 399,358 | |||
67,966 | inContact, Inc. (a) | 648,396 | |||
18,700 | Inteliquent, Inc. | 332,299 | |||
40,300 | Vonage Holdings Corp. (a) | 231,322 | |||
1,611,375 | |||||
Total Common Stock (Cost $47,414,970 | 47,893,177 |
Investment Companies - 2.1% | ||||
3,350 | iShares Russell 2000 Value ETF (a) | 307,999 | ||
5,543 | PowerShares S&P SmallCap Health Care Portfolio (a) | 398,375 | ||
5,463 | SPDR S&P Biotech ETF | 382,847 | ||
Total Investment Companies (Cost $971,476) | 1,089,221 |
Shares | Security Description | Value |
Money Market Fund - 16.7% | |||||
8,575,541 | Short-Term Investments Trust Liquid Asset Portfolio, 0.01% (b) (Cost $8,575,541) | $ | 8,575,541 | ||
Total Investments - 112.1% (Cost $56,961,987)* | $ | 57,557,939 | |||
Other Assets & Liabilities, Net – (12.1)% | (6,212,154) | ||||
Net Assets – 100.0% | $ | 51,345,785 |
ADR | American Depositary Receipt |
ETF | Exchange Traded Fund |
REIT | Real Estate Investment Trust |
(a) | Non-income producing security. |
(b) | Variable rate security. Rate presented is as of December 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 | $ | 4,205,968 | ||
Gross Unrealized Depreciation | (3,610,016 | ) | ||
Net Unrealized Appreciation | $ | 595,952 |
The inputs or methodology used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in Note 2 of the accompanying Notes to Financial Statements.
The following is a summary of the inputs used to value the Fund’s investments as of December 31, 2015.
Valuation Inputs | Investments in Securities |
Level 1 - Quoted Prices | $ | 48,982,398 | ||
Level 2 - Other Significant Observable Inputs | 8,575,541 | |||
Level 3 - Significant Unobservable Inputs | - | |||
Total | $ | 57,557,939 |
The Level 1 value displayed in this table is Common Stock and Investment Companies. 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 December 31, 2015.
AFA
PORTFOLIO HOLDINGS | ||||
% of Total Investments | ||||
Consumer Discretionary | 16.8 | % | ||
Consumer Staples | 3.3 | % | ||
Energy | 2.1 | % | ||
Financial Services | 12.7 | % | ||
Health Care | 17.4 | % | ||
Materials & Processing | 4.2 | % | ||
Producer Durables | 13.2 | % | ||
Technology | 10.7 | % | ||
Utilities | 2.8 | % | ||
Investment Companies | 1.9 | % | ||
Money Market Fund | 14.9 | % | ||
100.0 | % |
See Notes to Financial Statements. 12
STATEMENT OF ASSETS AND LIABILIITIES
DECEMBER 31, 2015
ASSETS | ||||||
Total investments, at value (Cost $56,961,987) | $ | 57,557,939 | ||||
Receivables: | ||||||
Fund shares sold | 1,340,243 | |||||
Investment securities sold | 90,385 | |||||
Dividends | 8,757 | |||||
Prepaid expenses | 9,181 | |||||
Total Assets | 59,006,505 | |||||
LIABILITIES | ||||||
Payables: | ||||||
Investment securities purchased | 7,567,461 | |||||
Fund shares redeemed | 31,254 | |||||
Accrued Liabilities: | ||||||
Investment adviser fees | 37,733 | |||||
Trustees’ fees and expenses | 316 | |||||
Fund services fees | 9,121 | |||||
Other expenses | 14,835 | |||||
Total Liabilities | 7,660,720 | |||||
NET ASSETS | $ | 51,345,785 | ||||
COMPONENTS OF NET ASSETS | ||||||
Paid-in capital | $ | 50,700,542 | ||||
Distributions in excess of net investment income | (165,531 | ) | ||||
Accumulated net realized gain | 214,822 | |||||
Net unrealized appreciation | 595,952 | |||||
NET ASSETS | $ | 51,345,785 | ||||
SHARES OF BENEFICIAL INTEREST AT NO PAR VALUE (UNLIMITED SHARES AUTHORIZED) | 4,978,497 | |||||
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE* | $ | 10.31 | ||||
* | Shares redeemed or exchanged within 60 days of purchase are charged a 1.00% redemption fee. |
See Notes to Financial Statements. 13
STATEMENT OF OPERATIONS
SIX MONTHS ENDED DECEMBER 31, 2015
INVESTMENT INCOME | ||||||||
Dividend income (Net of foreign withholding taxes of $1,286) | $ | 164,814 | ||||||
Total Investment Income | 164,814 | |||||||
Adviser | ||||||||
EXPENSES | ||||||||
Investment adviser fees | 272,049 | |||||||
Fund services fees | 69,080 | |||||||
Custodian fees | 10,224 | |||||||
Registration fees | 8,626 | |||||||
Professional fees | 18,005 | |||||||
Trustees' fees and expenses | 3,332 | |||||||
Miscellaneous expenses | 31,668 | |||||||
Total Expenses | 412,984 | |||||||
Fees waived and expenses reimbursed | (82,639 | ) | ||||||
Net Expenses | 330,345 | |||||||
NET INVESTMENT LOSS | (165,531 | ) | ||||||
NET REALIZED AND UNREALIZED GAIN (LOSS) | ||||||||
Net realized gain on investments | 968,121 | |||||||
Net change in unrealized appreciation (depreciation) on investments | (2,745,701 | ) | ||||||
NET REALIZED AND UNREALIZED LOSS | (1,777,580 | ) | ||||||
DECREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | (1,943,111 | ) | |||||
See Notes to Financial Statements. 14
STATEMENTS OF CHANGES IN NET ASSETS
June 30, 2016 | # | 42369 | # | # | * | 42185 | |||||
For the Six Months Ended December 31, 2015 | July 18, 2014* through June 30, 2015 | ||||||||||
OPERATIONS | |||||||||||
Net investment loss | $ | (165,531 | ) | $ | (221,252 | ) | |||||
Net realized gain | 968,121 | 951,968 | |||||||||
Net change in unrealized appreciation (depreciation) | (2,745,701 | ) | 3,341,653 | ||||||||
Increase (Decrease) in Net Assets Resulting from Operations | (1,943,111 | ) | 4,072,369 | ||||||||
DISTRIBUTIONS TO SHAREHOLDERS FROM | |||||||||||
Net realized gain | (1,484,015 | ) | - | ||||||||
CAPITAL SHARE TRANSACTIONS | |||||||||||
Sale of shares | 18,319,457 | 36,805,158 | |||||||||
Reinvestment of distributions | 1,477,485 | - | |||||||||
Redemption of shares | (2,846,789 | ) | (3,056,009 | ) | |||||||
Redemption fees | 107 | 1,133 | |||||||||
Increase in Net Assets from Capital Share Transactions | 16,950,260 | 33,750,282 | |||||||||
Increase in Net Assets | 13,523,134 | 37,822,651 | |||||||||
NET ASSETS | |||||||||||
Beginning of Period | 37,822,651 | - | |||||||||
End of Period (Including line (a)) | $ | 51,345,785 | $ | 37,822,651 | |||||||
SHARE TRANSACTIONS | |||||||||||
Sale of shares | 1,744,651 | 3,644,760 | |||||||||
Reinvestment of distributions | 144,710 | - | |||||||||
Redemption of shares | (267,121 | ) | (288,503 | ) | |||||||
Increase in Shares | 1,622,240 | 3,356,257 | |||||||||
(a) | Distributions in excess of net investment income | $ | (165,531 | ) | $ | - | |||||
* | Commencement of operations. |
See Notes to Financial Statements. 15
FINANCIAL HIGHLIGHTS
These financial highlights reflect selected data for a share outstanding throughout each period. | |||||||||
For the Six Months Ended December 31, 2015 | July 18, 2014 (a) through June 30, 2015 | ||||||||
INSTITUTIONAL SHARES | |||||||||
NET ASSET VALUE, Beginning of Period | $ | 11.27 | $ | 10.00 | |||||
INVESTMENT OPERATIONS | |||||||||
Net investment loss (b) | (0.05 | ) | (0.07 | ) | |||||
Net realized and unrealized gain (loss) | (0.51 | ) | 1.34 | ||||||
Total from Investment Operations | (0.56 | ) | 1.27 | ||||||
DISTRIBUTIONS TO SHAREHOLDERS FROM | |||||||||
Net realized gain | (0.40 | ) | — | ||||||
REDEMPTION FEES (b) | — | (c) | — | (c) | |||||
NET ASSET VALUE, End of Period | $ | 10.31 | $ | 11.27 | |||||
TOTAL RETURN | (4.82 | )%(d) | 12.70 | %(d) | |||||
RATIOS/SUPPLEMENTARY DATA | |||||||||
Net Assets at End of Period (000's omitted) | $51,346 | $37,823 | |||||||
Ratios to Average Net Assets: | |||||||||
Net investment loss | (0.85 | )%(e) | (0.74 | )%(e) | |||||
Net expenses | 1.70 | %(e) | 1.70 | %(e) | |||||
Gross expenses (f) | 2.13 | %(e) | 2.38 | %(e) | |||||
PORTFOLIO TURNOVER RATE | 26 | %(d) | 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. 16
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2015
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 (the “Act”), as amended. Under its Trust Instrument, the Trust is authorized to issue an unlimited number of each Fund’s shares of beneficial interest without par value. Each Fund currently offers two class of shares: Institutional Shares and Investor Shares. As of December 31, 2015, 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
These financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of increases and decreases in net assets from operations during the fiscal period. Actual amounts could differ from those estimates. The following summarizes the significant accounting policies of each Fund:
Security Valuation – Exchange-traded securities and over-the-counter securities are valued using the last quoted trade or official closing price, provided by independent pricing services as of the close of trading on the market or exchange for which they are primarily traded, on each Fund business day. In the absence of a sale, such securities are valued at the mean of the last bid and ask price provided by independent pricing services. Non-exchange-traded securities for which quotations are available are valued using the last quoted sales price, or in the absence of a sale, at the mean of the last bid and ask prices provided by independent pricing services. Forward currency contracts are generally valued at the mean of bid and ask prices for the time period interpolated from rates reported by an independent pricing service for proximate time periods. 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 open-end mutual funds are valued at net asset value (“NAV”). Short-term investments that mature in 60 days or less may be valued at amortized cost.
Each Fund values its investments at fair value pursuant to procedures adopted by the Trust's Board of Trustees (the "Board") if (1) market quotations are insufficient or not readily available or (2) the adviser believes that the values available are unreliable. The Trust’s Valuation Committee, as defined in each Fund’s registration statement, performs certain functions as they relate to the administration and oversight of each Fund’s valuation procedures. Under these procedures, the Valuation Committee convenes on a regular and ad-hoc basis to review such investments and considers a number of factors, including valuation methodologies and significant unobservable inputs, when arriving at fair value.
The Valuation Committee may work with the adviser to provide valuation inputs. In determining fair valuations, inputs may include market-based analytics which may consider related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant investment information. Adviser inputs may include an income-based approach in which the anticipated future cash flows of the investment are discounted in determining fair value. Discounts may also be applied based on the nature or duration of any restrictions on the disposition of the investments. The Valuation Committee performs regular reviews of valuation methodologies, key inputs and assumptions, disposition analysis and market activity.
Fair valuation is based on subjective factors and, as a result, the fair value price of an investment may differ from the security’s market price and may not be the price at which the asset may be sold. Fair valuation could result in a different NAV than a NAV determined by using market quotes.
Each Fund has a three-tier fair value hierarchy. The basis of the tiers is dependent upon the various “inputs” used to determine the value of each Fund’s investments. These inputs are summarized in the three broad levels listed below:
Level 1 — quoted prices in active markets for identical assets and liabilities
Level 2 — other significant observable inputs (including quoted prices of similar securities, interest rates, prepayment speeds, credit risk, etc.)
17
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2015
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 December 31, 2015, 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 each Fund determines the existence of a dividend declaration after exercising reasonable due diligence. Income and capital gains on some foreign securities may be subject to foreign withholding taxes, which are accrued as applicable. Interest income is recorded on an accrual basis. Premium is amortized and discount is accreted using the effective interest method. Identified cost of investments sold is used to determine the gain and loss for both financial statement and federal income tax purposes.
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 net asset value. 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 net asset value.
Distributions to Shareholders – Distributions to shareholders of net investment income and net capital gains, if any, are declared and paid at least annually. Distributions to shareholders are recorded on the ex-dividend date. Distributions are based on amounts calculated in accordance with applicable federal income tax regulations, which may differ from GAAP. These differences are due primarily to differing treatments of income and gain on various investment securities held by each Fund, timing differences and differing characterizations of distributions made by each Fund.
Federal Taxes – Each Fund intends to continue to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code and to distribute all of their taxable income to shareholders. In addition, by distributing in each calendar year substantially all of their net investment income and capital gains, if any, the Funds will not be subject to a federal excise tax. Therefore, no federal income or excise tax provision is required. Each Fund files a U.S. federal income and excise tax return as required. A fund’s federal income tax returns are subject to examination by the Internal Revenue Service for a period of three fiscal years after they are filed. As of December 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.
18
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2015
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 net asset value 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.
Commitments and Contingencies – In the normal course of business, each Fund enters into contracts that provide general indemnifications by each Fund to the counterparty to the contract. Each Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against each Fund and, therefore, cannot be estimated; however, based on experience, the risk of loss from such claims is considered remote.
Note 3. Fees and Expenses
Investment Adviser – Acuitas Investments, LLC (the “Adviser”) is the investment adviser to the Funds. Pursuant to an Investment Advisory Agreement, the Adviser receives an advisory fee at an annual rate of 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 sub-adviser, 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”) for Investor Shares in accordance with Rule 12b-1 of the Act. Under the Plan, the Funds pay the Distributor and/or any other entity as authorized by the Board a fee of up to 0.25% of the average daily net assets of Investor Shares. The Distributor is not affiliated with the Adviser or Atlantic Fund Administration, LLC (d/b/a Atlantic Fund Services) (“Atlantic”) or their affiliates.
Other Service Providers – Atlantic provides fund accounting, fund administration, compliance and transfer agency services to each Fund. Atlantic also provides certain shareholder report production, and EDGAR conversion and filing services. Pursuant to an Atlantic services agreement, each Fund pays Atlantic customary fees for its services. Atlantic provides a Principal Executive Officer, a Principal Financial Officer, a Chief Compliance Officer, and an Anti-Money Laundering Officer to each Fund, as well as certain additional compliance support functions.
Trustees and Officers – The Trust pays each Independent Trustee an annual fee of $16,000 ($21,000 for the Chairman). The Independent Trustees and Chairman may receive additional fees for special Board meetings. The Independent Trustees are also reimbursed for all reasonable out-of-pocket expenses incurred in connection with their duties as Trustees, including travel and related expenses incurred in attending Board meetings. The amount of Independent Trustees’ fees attributable to each Fund is disclosed in the 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 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, 2016, 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, 2016, for Acuitas US Microcap Fund. Other fund service providers have voluntarily agreed to waive a portion of their fees. Voluntary fee waivers may be reduced or eliminated at any time. For the period ended December 31, 2015, the fees waived and/or reimbursed expenses were as follows:
19
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2015
Investment Adviser Fees Waived | Other Waivers | Total Fees Waived | ||||||||
Acuitas International Small Cap Fund | $ | 124,150 | $ | 19,532 | $ | 143,682 | ||||
Acuitas US Microcap Fund | 63,065 | 19,574 | 82,639 |
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 of Trustees and (3) does not cause the net annual fund operating expenses of the Fund class to exceed the expense cap in place at the time the fees were waived. As of December 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 | ||||||
Acuitas International Small Cap Fund | ||||||||
June 30, 2015 | $ | 305,134 | June 30, 2018 | $ | - | |||
December 31, 2015 | 124,150 | June 30, 2019 | - | |||||
Acuitas US Microcap Fund | ||||||||
June 30, 2015 | 165,292 | June 30, 2018 | - | |||||
December 31, 2015 | 63,065 | June 30, 2019 | - | |||||
Note 5. Security Transactions
The cost of purchases and proceeds from sales of investment securities (including maturities), other than short-term investments during the period ended December 31, 2015, were as follows:
Purchases | Sales | |||||
Acuitas US Microcap Fund | $ | 24,140,634 | $ | 9,948,264 | ||
Acuitas International Small Cap Fund | 24,569,343 | 23,158,894 |
Note 6. Federal Income Tax
As of June 30, 2015, 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 | $ | 787,728 | $ | - | $ | (1,171,315 | ) | $ | 82,268 | $ | (301,319 | ) | ||||||||
Acuitas US Microcap Fund | 769,295 | 4,756 | - | 3,298,318 | 4,072,369 | |||||||||||||||
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 and wash sales in the Acuitas International Small Cap Fund and wash sales in the Acuitas US Microcap Fund.
The Acuitas International Small Cap Fund has $376,214 available short term capital loss carryforwards that have no expiration date.
For tax purposes, the prior post October capital loss was $795,101 (realized during the period November 1, 2014 through June 30, 2015) for Acuitas International Small Cap Fund. These losses were recognized for tax purposes on the first business day of Acuitas International Small Cap Fund’s current fiscal year, July 1, 2015.
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.
20
ADDITIONAL INFORMATION
DECEMBER 31, 2015
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 July 1, 2015, through December 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 each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not each Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in each Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Beginning Account Value July 1, 2015 | Ending Account Value December 31, 2015 | Expenses Paid During Period * | Annualized Expense Ratio * | |||||||||||
Acuitas International Small Cap Fund | ||||||||||||||
Institutional Shares | ||||||||||||||
Actual | $ | 1,000.00 | $ | 948.55 | $ | 7.35 | 1.50% | |||||||
Hypothetical (5% return before expenses) | $ | 1,000.00 | $ | 1,017.60 | $ | 7.61 | 1.50% | |||||||
Acuitas US Microcap Fund | ||||||||||||||
Institutional Shares | ||||||||||||||
Actual | $ | 1,000.00 | $ | 951.78 | $ | 8.34 | 1.70% | |||||||
Hypothetical (5% return before expenses) | $ | 1,000.00 | $ | 1,016.59 | $ | 8.62 | 1.70% |
* | Expenses are equal to each Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year divided by 365 to reflect the half-year period. |
21
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 | 2/8/16 |
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 | 2/8/16 |
By | /s/ Karen Shaw | |
Karen Shaw, Principal Financial Officer | ||
Date | 2/8/16 |