ACUITAS INTERNATIONAL SMALL CAP FUND
ACUITAS US MICROCAP FUND
SEMI-ANNUAL REPORT
December 31, 2018
(Unaudited)
Beginning on January 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by contacting the Fund at (844) 805-5628, acuitas.ta@atlanticfundservices.com, or by contacting your financial intermediary directly.
You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by contacting the Fund at (844) 805-5628, acuitas.ta@atlanticfundservices.com, or by contacting your financial intermediary directly. Your election to receive reports in paper will apply to all funds held with Acuitas Funds.
TABLE OF CONTENTS
| Acuitas International Small Cap Fund | |
| Schedule of Investments | 1 |
| Statement of Assets and Liabilities | 5 |
| Statement of Operations | 6 |
| Statements of Changes in Net Assets | 7 |
| Financial Highlights | 8 |
| Acuitas US Microcap Fund | |
| Schedule of Investments | 9 |
| Statement of Assets and Liabilities | 12 |
| Statement of Operations | 13 |
| Statements of Changes in Net Assets | 14 |
| Financial Highlights | 15 |
| Notes to Financial Statements | 16 |
| Additional Information | 21 |
ACUITAS INTERNATIONAL SMALL CAP FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2018
| Shares | Security Description | Value | ||||||
| Equity Securities - 97.3% | ||||||||
| Common Stock - 97.0% | ||||||||
| Australia - 4.9% | ||||||||
| 13,069 | ARB Corp., Ltd. | $ | 138,077 | |||||
| 100,000 | Duxton Water, Ltd. | 106,357 | ||||||
| 74,000 | Greencross, Ltd. | 283,543 | ||||||
| 105,339 | IDP Education, Ltd. | 732,310 | ||||||
| 20,600 | SmartGroup Corp., Ltd. | 128,845 | ||||||
| 66,590 | The Star Entertainment Group, Ltd. | 213,876 | ||||||
| 91,660 | Western Areas, Ltd. | 129,122 | ||||||
| 1,732,130 | ||||||||
| Austria - 2.3% | ||||||||
| 13,814 | FACC AG (a) | 209,555 | ||||||
| 15,641 | Palfinger AG | 397,839 | ||||||
| 3,000 | Schoeller-Bleckmann Oilfield Equipment AG | 197,126 | ||||||
| 804,520 | ||||||||
| Belgium - 1.0% | ||||||||
| 4,600 | Akka Technologies | 232,954 | ||||||
| 2,935 | D'ieteren SA/NV | 110,702 | ||||||
| 343,656 | ||||||||
| Brazil - 1.7% | ||||||||
| 52,480 | Duratex SA | 160,185 | ||||||
| 45,922 | Estacio Participacoes SA | 281,522 | ||||||
| 33,016 | Tupy SA | 171,650 | ||||||
| 613,357 | ||||||||
| Canada - 2.5% | ||||||||
| 9,630 | CI Financial Corp. | 121,892 | ||||||
| 80,000 | Horizon North Logistics, Inc. | 105,479 | ||||||
| 14,200 | Intertape Polymer Group, Inc. | 175,992 | ||||||
| 24,100 | Martinrea International, Inc. | 191,712 | ||||||
| 2,360 | The North West Co., Inc. | 54,315 | ||||||
| 60,780 | TORC Oil & Gas, Ltd. | 194,556 | ||||||
| 167,300 | Trevali Mining Corp. (a) | 50,857 | ||||||
| 894,803 | ||||||||
| China - 2.6% | ||||||||
| 490,040 | China BlueChemical, Ltd., Class H | 153,949 | ||||||
| 604,000 | China Communications Services Corp., Ltd. | 499,830 | ||||||
| 606,000 | Goodbaby International Holdings, Ltd. | 190,379 | ||||||
| 22,380 | Minth Group, Ltd. | 72,166 | ||||||
| 916,324 | ||||||||
| Cyprus - 0.6% | ||||||||
| 74,500 | Atalaya Mining PLC (a) | 198,936 | ||||||
| Denmark - 1.9% | ||||||||
| 18,345 | GN Store Nord A/S | 684,929 | ||||||
| Finland - 0.2% | ||||||||
| 9,000 | Ferratum OYJ | 82,494 | ||||||
| France - 2.9% | ||||||||
| 6,411 | Albioma SA | 138,828 | ||||||
| 11,950 | Elis SA (a) | 199,214 | ||||||
| 15,000 | FIGEAC-AERO (a) | 189,049 | ||||||
| 6,061 | Kaufman & Broad SA | 231,942 | ||||||
| 3,200 | LNA Sante SA | 159,672 | ||||||
| 6,029 | Maisons du Monde SA (a)(b) | 115,428 | ||||||
| 1,034,133 | ||||||||
| Germany - 6.0% | ||||||||
| 14,938 | ADVA Optical Networking SE (a) | 107,056 | ||||||
| 3,870 | CANCOM SE | 127,080 | ||||||
| 16,963 | Deutz AG | 99,995 | ||||||
| 12,400 | FinTech Group AG (a) | 240,956 | ||||||
| 4,050 | Gerresheimer AG | 265,656 | ||||||
| 12,362 | Hamburger Hafen und Logistik AG | 245,458 | ||||||
| Shares | Security Description | Value | ||||||
| Germany - 6.0% (continued) | ||||||||
| 4,505 | Jenoptik AG | $ | 117,581 | |||||
| 3,347 | Nemetschek SE | 367,184 | ||||||
| 6,994 | Siltronic AG | 578,566 | ||||||
| 2,149,532 | ||||||||
| Guernsey - 0.6% | ||||||||
| 74,807 | SafeCharge International Group, Ltd. | 224,070 | ||||||
| Hong Kong - 3.4% | ||||||||
| 20,030 | ASM Pacific Technology, Ltd. | 192,997 | ||||||
| 198,600 | SJM Holdings, Ltd. | 185,145 | ||||||
| 112,500 | SmarTone Telecommunications Holdings, Ltd. | 124,705 | ||||||
| 1,185,770 | Tongda Group Holdings, Ltd. | 118,115 | ||||||
| 181,000 | Towngas China Co., Ltd. (a) | 134,297 | ||||||
| 120,000 | Vitasoy International Holdings, Ltd. | 457,442 | ||||||
| 1,212,701 | ||||||||
| Indonesia - 0.6% | ||||||||
| 1,156,010 | Ciputra Development Tbk PT | 81,194 | ||||||
| 177,900 | Semen Indonesia Persero Tbk PT | 142,271 | ||||||
| 223,465 | ||||||||
| Ireland - 1.3% | ||||||||
| 86,670 | C&C Group PLC | 270,598 | ||||||
| 141,000 | Hibernia REIT PLC | 202,262 | ||||||
| 472,860 | ||||||||
| Israel - 0.3% | ||||||||
| 857 | Delek Group, Ltd. | 122,848 | ||||||
| Italy - 1.3% | ||||||||
| 75,200 | Cairo Communication SpA | 295,099 | ||||||
| 15,770 | Zignago Vetro SpA | 153,582 | ||||||
| 448,681 | ||||||||
| Japan - 29.8% | ||||||||
| 33,200 | Aeon Mall Co., Ltd. | 529,782 | ||||||
| 13,450 | Alps Alpine Co., Ltd. | 261,993 | ||||||
| 11,220 | Credit Saison Co., Ltd. | 132,157 | ||||||
| 1,000 | Dainichiseika Color & Chemicals Manufacturing Co., Ltd. | 24,862 | ||||||
| 6,640 | DIC Corp. | 204,159 | ||||||
| 3,400 | Digital Arts, Inc. | 189,225 | ||||||
| 7,110 | Dip Corp. | 116,830 | ||||||
| 7,040 | FCC Co., Ltd. | 165,522 | ||||||
| 4,900 | F-Tech, Inc. | 40,995 | ||||||
| 11,555 | Fumakilla, Ltd. | 121,659 | ||||||
| 8,100 | Glory, Ltd. | 182,833 | ||||||
| 18,100 | Gurunavi, Inc. | 112,294 | ||||||
| 3,700 | Hirata Corp. | 165,581 | ||||||
| 12,900 | Infomart Corp. | 118,284 | ||||||
| 15,500 | Internet Initiative Japan, Inc. | 351,704 | ||||||
| 8,400 | Lasertec Corp. | 214,742 | ||||||
| 13,818 | Makino Milling Machine Co., Ltd. | 490,416 | ||||||
| 14,600 | Marui Group Co., Ltd. | 284,128 | ||||||
| 2,000 | Maruzen Showa Unyu Co., Ltd. | 50,180 | ||||||
| 15,400 | Matsumotokiyoshi Holdings Co., Ltd. | 472,798 | ||||||
| 16,400 | Meidensha Corp. | 206,936 | ||||||
| 7,000 | Milbon Co., Ltd. | 285,480 | ||||||
| 7,800 | Nagase & Co., Ltd. | 107,814 | ||||||
| 28,820 | Nakano Corp. | 131,209 | ||||||
| 7,900 | Nihon Chouzai Co., Ltd. | 229,205 | ||||||
| 10,900 | Nippon Ceramic Co., Ltd. | 234,101 | ||||||
| 48,400 | Nippon Suisan Kaisha, Ltd. | 271,134 | ||||||
| 12,800 | NS Solutions Corp. | 308,307 | ||||||
| 4,700 | Onoken Co., Ltd. | 69,082 | ||||||
| 13,900 | Optex Group Co., Ltd. | 216,353 | ||||||
| 22,400 | Poletowin Pitcrew Holdings, Inc. | 189,451 | ||||||
See Notes to Financial Statements.
ACUITAS INTERNATIONAL SMALL CAP FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2018
| Shares | Security Description | Value | ||||||
| Japan - 29.8% (continued) | ||||||||
| 21,600 | Rohto Pharmaceutical Co., Ltd. | $ | 591,214 | |||||
| 11,810 | Sanwa Holdings Corp. | 134,580 | ||||||
| 1,510 | SCSK Corp. | 53,591 | ||||||
| 26,300 | Seikitokyu Kogyo Co., Ltd. | 145,651 | ||||||
| 1,500 | Shinagawa Refractories Co., Ltd. | 51,457 | ||||||
| 15,230 | Shinnihon Corp. | 144,790 | ||||||
| 1,900 | Studio Alice Co., Ltd. | 39,714 | ||||||
| 43,700 | Sumitomo Forestry Co., Ltd. | 574,134 | ||||||
| 26,400 | Sun Frontier Fudousan Co., Ltd. | 256,280 | ||||||
| 4,000 | Sun-Wa Technos Corp. | 37,553 | ||||||
| 6,100 | Taiyo Holdings Co., Ltd. | 172,250 | ||||||
| 7,700 | Takaoka Toko Co., Ltd. | 96,527 | ||||||
| 7,600 | Take and Give Needs Co., Ltd. | 119,889 | ||||||
| 2,900 | Tamron Co., Ltd. | 41,540 | ||||||
| 35,320 | The Chiba Bank, Ltd. | 197,860 | ||||||
| 2,000 | The Miyazaki Bank, Ltd. | 53,100 | ||||||
| 21,100 | Toyo Construction Co., Ltd. | 72,769 | ||||||
| 5,700 | United Arrows, Ltd. | 182,797 | ||||||
| 1,600 | V Technology Co., Ltd. | 181,598 | ||||||
| 16,100 | Yamazen Corp. | 151,592 | ||||||
| 31,800 | Yonex Co., Ltd. | 172,919 | ||||||
| 5,000 | Yorozu Corp. | 63,090 | ||||||
| 6,300 | Yuasa Trading Co., Ltd. | 180,772 | ||||||
| 45,000 | Yumeshin Holdings Co., Ltd. | 325,168 | ||||||
| 14,300 | Zojirushi Corp. | 125,902 | ||||||
| 10,645,953 | ||||||||
| Luxembourg - 0.4% | ||||||||
| 5,746 | Ternium SA, ADR | 155,717 | ||||||
| Malaysia - 0.3% | ||||||||
| 135,760 | Genting Malaysia Bhd | 99,212 | ||||||
| Mexico - 2.5% | ||||||||
| 131,279 | Grupo Aeroportuario del Centro Norte SAB de CV | 626,543 | ||||||
| 760 | Grupo Aeroportuario del Sureste SAB de CV, ADR | 114,456 | ||||||
| 20,900 | Grupo Comercial Chedraui SA de CV | 41,998 | ||||||
| 100,740 | PLA Administradora Industrial S de RL de CV REIT | 119,852 | ||||||
| 902,849 | ||||||||
| Netherlands - 2.2% | ||||||||
| 14,137 | Intertrust NV (b) | 237,941 | ||||||
| 20,085 | Philips Lighting NV (b) | 471,063 | ||||||
| 10,000 | Wessanen | 91,488 | ||||||
| 800,492 | ||||||||
| New Zealand - 0.7% | ||||||||
| 104,158 | Vista Group International, Ltd. | 262,166 | ||||||
| Norway - 0.9% | ||||||||
| 24,500 | Hoegh LNG Holdings, Ltd. | 108,098 | ||||||
| 10,071 | Norway Royal Salmon ASA | 208,490 | ||||||
| 625 | TGS NOPEC Geophysical Co. ASA | 15,093 | ||||||
| 331,681 | ||||||||
| Philippines - 0.8% | ||||||||
| 3,920,500 | Filinvest Land, Inc. | 105,123 | ||||||
| 104,410 | Metropolitan Bank & Trust Co. | 160,730 | ||||||
| 265,853 | ||||||||
| Portugal - 0.8% | ||||||||
| 19,417 | Altri SGPS SA | 129,033 | ||||||
| 25,920 | NOS SGPS SA | 157,250 | ||||||
| 286,283 | ||||||||
| Shares | Security Description | Value | ||||||
| South Africa - 0.7% | ||||||||
| 80,000 | Life Healthcare Group Holdings, Ltd. | $ | 146,794 | |||||
| 18,260 | Truworths International, Ltd. | 111,813 | ||||||
| 258,607 | ||||||||
| South Korea - 1.3% | ||||||||
| 1,386 | Cosmax, Inc. (a) | 161,481 | ||||||
| 23,660 | DGB Financial Group, Inc. (a) | 176,209 | ||||||
| 930 | SK Materials Co., Ltd. (a) | 125,856 | ||||||
| 463,546 | ||||||||
| Spain - 0.4% | ||||||||
| 5,064 | Cia de Distribucion Integral Logista Holdings SA | 126,833 | ||||||
| Sweden - 6.5% | ||||||||
| 47,531 | Betsson AB (a) | 391,491 | ||||||
| 7,619 | BioGaia AB | 272,938 | ||||||
| 8,680 | Bulten AB | 86,379 | ||||||
| 7,242 | Evolution Gaming Group AB (b) | 416,317 | ||||||
| 30,000 | Humana AB | 203,093 | ||||||
| 27,660 | Husqvarna AB | 205,040 | ||||||
| 3,208 | Lifco AB, Class B | 118,541 | ||||||
| 22,540 | Nobina AB (b) | 152,336 | ||||||
| 3,354 | Nolato AB, Class B | 138,694 | ||||||
| 217,480 | Opus Group AB | 117,292 | ||||||
| 10,449 | Tethys Oil AB | 76,361 | ||||||
| 5,000 | Troax Group AB | 143,575 | ||||||
| 2,322,057 | ||||||||
| Switzerland - 1.4% | ||||||||
| 1,531 | Kardex AG (a) | 176,636 | ||||||
| 2,820 | Valiant Holding AG | 309,858 | ||||||
| 13 | Vetropack Holding AG | 26,585 | ||||||
| 513,079 | ||||||||
| Taiwan - 1.7% | ||||||||
| 32,020 | Advantech Co., Ltd. | 219,286 | ||||||
| 66,280 | FLEXium Interconnect, Inc. | 160,649 | ||||||
| 238,320 | King's Town Bank Co., Ltd. | 223,689 | ||||||
| 603,624 | ||||||||
| United Kingdom - 12.5% | ||||||||
| 5,800 | accesso Technology Group PLC (a) | 107,194 | ||||||
| 78,000 | Biffa PLC (b) | 194,662 | ||||||
| 320,823 | boohoo.com plc (a) | 660,407 | ||||||
| 32,000 | Clipper Logistics PLC | 91,771 | ||||||
| 11,700 | CVS Group PLC | 98,648 | ||||||
| 24,826 | Dialog Semiconductor PLC (a) | 641,136 | ||||||
| 3,818 | EMIS Group PLC | 44,430 | ||||||
| 14,232 | Greggs PLC | 229,654 | ||||||
| 96,705 | Gulf Keystone Petroleum, Ltd. (a) | 223,101 | ||||||
| 43,540 | Halfords Group PLC | 141,515 | ||||||
| 43,590 | Howden Joinery Group PLC | 242,019 | ||||||
| 10,725 | JD Sports Fashion PLC | 47,681 | ||||||
| 21,310 | John Wood Group PLC | 137,493 | ||||||
| 79,760 | McCarthy & Stone PLC (b) | 141,005 | ||||||
| 55,850 | Merlin Entertainments PLC (b) | 226,017 | ||||||
| 30,000 | Polypipe Group plc | 125,191 | ||||||
| 114,347 | QinetiQ Group PLC | 417,419 | ||||||
| 37,219 | Redde PLC | 80,647 | ||||||
| 32,352 | Safestore Holdings PLC REIT | 208,860 | ||||||
| 3,000 | Stallergenes Greer PLC (a) | 97,274 | ||||||
| 37,058 | Tyman PLC | 111,000 | ||||||
| 53,000 | Urban & Civic PLC | 176,991 | ||||||
| 4,444,115 | ||||||||
| Total Common Stock (Cost $40,128,319) | 34,641,506 | |||||||
See Notes to Financial Statements.
ACUITAS INTERNATIONAL SMALL CAP FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2018
| Shares | Security Description | Rate | Value | |||||||||
| Preferred Stock - 0.3% | ||||||||||||
| Brazil - 0.3% | ||||||||||||
| 20,184 | Alpargatas SA (Cost $83,834) | 0.07 | % | $ | 88,636 | |||||||
| Total Equity Securities (Cost $40,212,153) | 34,730,142 | |||||||||||
| Shares | Security Description | Value | ||||||||||
| Money Market Fund - 1.6% | ||||||||||||
| 581,948 | BlackRock Liquidity Funds FedFund Portfolio, Institutional Shares, 2.27% (c) (Cost $581,948) | 581,948 | ||||||||||
| Investments, at value - 98.9% (Cost $40,794,101) | $ | 35,312,090 | ||||||||||
| Other Assets & Liabilities, Net - 1.1% | 384,489 | |||||||||||
| Net Assets - 100.0% | $ | 35,696,579 | ||||||||||
| ADR | American Depositary Receipt |
| PLC | Public Limited Company |
| REIT | Real Estate Investment Trust |
| (a) | Non-income producing security. |
| (b) | Security exempt from registration under Rule 144A under the Securities Act of 1933. At the period end, the value of these securities amounted to $1,954,769 or 5.5% of net assets. |
| (c) | Dividend yield changes daily to reflect current market conditions. Rate was the quoted yield as of December 31, 2018. |
The following is a summary of the inputs used to value the Fund's investments as of December 31, 2018.
The inputs or methodology used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in Note 2 of the accompanying Notes to Financial Statements.
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Investments at Value | ||||||||||||||||
| Common Stock | ||||||||||||||||
| Australia | $ | 1,732,130 | $ | – | $ | – | $ | 1,732,130 | ||||||||
| Austria | 804,520 | – | – | 804,520 | ||||||||||||
| Belgium | 343,656 | – | – | 343,656 | ||||||||||||
| Brazil | 613,357 | – | – | 613,357 | ||||||||||||
| Canada | 894,803 | – | – | 894,803 | ||||||||||||
| China | 916,324 | – | – | 916,324 | ||||||||||||
| Cyprus | 198,936 | – | – | 198,936 | ||||||||||||
| Denmark | 684,929 | – | – | 684,929 | ||||||||||||
| Finland | 82,494 | – | – | 82,494 | ||||||||||||
| France | 1,034,133 | – | – | 1,034,133 | ||||||||||||
| Germany | 2,149,532 | – | – | 2,149,532 | ||||||||||||
| Guernsey | 224,070 | – | – | 224,070 | ||||||||||||
| Hong Kong | 1,212,701 | – | – | 1,212,701 | ||||||||||||
| Indonesia | 223,465 | – | – | 223,465 | ||||||||||||
| Ireland | 472,860 | – | – | 472,860 | ||||||||||||
| Israel | 122,848 | – | – | 122,848 | ||||||||||||
| Italy | 448,681 | – | – | 448,681 | ||||||||||||
| Japan | 10,645,953 | – | – | 10,645,953 | ||||||||||||
| Luxembourg | 155,717 | – | – | 155,717 | ||||||||||||
| Malaysia | 99,212 | – | – | 99,212 | ||||||||||||
| Mexico | 902,849 | – | – | 902,849 | ||||||||||||
| Netherlands | 800,492 | – | – | 800,492 | ||||||||||||
| New Zealand | 262,166 | – | – | 262,166 | ||||||||||||
| Norway | 331,681 | – | – | 331,681 | ||||||||||||
| Philippines | 265,853 | – | – | 265,853 | ||||||||||||
| Portugal | 286,283 | – | – | 286,283 | ||||||||||||
| South Africa | 258,607 | – | – | 258,607 | ||||||||||||
| South Korea | 463,546 | – | – | 463,546 | ||||||||||||
| Spain | 126,833 | – | – | 126,833 | ||||||||||||
| Sweden | 2,322,057 | – | – | 2,322,057 | ||||||||||||
| Switzerland | 513,079 | – | – | 513,079 | ||||||||||||
| Taiwan | 603,624 | – | – | 603,624 | ||||||||||||
| United Kingdom | 4,444,115 | – | – | 4,444,115 | ||||||||||||
| Preferred Stock | ||||||||||||||||
| Brazil | 88,636 | – | – | 88,636 | ||||||||||||
| Money Market Fund | – | 581,948 | – | 581,948 | ||||||||||||
| Investments at Value | $ | 34,730,142 | $ | 581,948 | $ | – | $ | 35,312,090 | ||||||||
See Notes to Financial Statements.
ACUITAS INTERNATIONAL SMALL CAP FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2018
| PORTFOLIO HOLDINGS | ||||
| % of Total Investments | ||||
| Australia | 4.9 | % | ||
| Austria | 2.3 | % | ||
| Belgium | 1.0 | % | ||
| Brazil | 1.7 | % | ||
| Canada | 2.5 | % | ||
| China | 2.6 | % | ||
| Cyprus | 0.6 | % | ||
| Denmark | 1.9 | % | ||
| Finland | 0.2 | % | ||
| France | 2.9 | % | ||
| Germany | 6.1 | % | ||
| Guernsey | 0.6 | % | ||
| Hong Kong | 3.4 | % | ||
| Indonesia | 0.6 | % | ||
| Ireland | 1.3 | % | ||
| Israel | 0.4 | % | ||
| Italy | 1.3 | % | ||
| Japan | 30.2 | % | ||
| Luxembourg | 0.4 | % | ||
| Malaysia | 0.3 | % | ||
| Mexico | 2.6 | % | ||
| Netherlands | 2.3 | % | ||
| New Zealand | 0.7 | % | ||
| Norway | 0.9 | % | ||
| Philippines | 0.8 | % | ||
| Portugal | 0.8 | % | ||
| South Africa | 0.7 | % | ||
| South Korea | 1.3 | % | ||
| Spain | 0.4 | % | ||
| Sweden | 6.6 | % | ||
| Switzerland | 1.5 | % | ||
| Taiwan | 1.7 | % | ||
| United Kingdom | 12.6 | % | ||
| Preferred Stock | 0.3 | % | ||
| Money Market Fund | 1.6 | % | ||
| 100.0 | % |
See Notes to Financial Statements.
ACUITAS INTERNATIONAL SMALL CAP FUND
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2018
| ASSETS | ||||
| Investments, at value (Cost $40,794,101) | $ | 35,312,090 | ||
| Foreign currency (Cost $343,805) | 350,080 | |||
| Receivables: | ||||
| Fund shares sold | 8,037 | |||
| Investment securities sold | 177,843 | |||
| Dividends | 80,060 | |||
| Prepaid expenses | 11,139 | |||
| Total Assets | 35,939,249 | |||
| LIABILITIES | ||||
| Payables: | ||||
| Investment securities purchased | 79,119 | |||
| Fund shares redeemed | 120,782 | |||
| Accrued Liabilities: | ||||
| Investment adviser fees | 5,401 | |||
| Fund services fees | 8,739 | |||
| Other expenses | 28,629 | |||
| Total Liabilities | 242,670 | |||
| NET ASSETS | $ | 35,696,579 | ||
| COMPONENTS OF NET ASSETS | ||||
| Paid-in capital | $ | 44,900,392 | ||
| Distributable earnings | (9,203,813 | ) | ||
| NET ASSETS | $ | 35,696,579 | ||
| SHARES OF BENEFICIAL INTEREST AT NO PAR VALUE (UNLIMITED SHARES AUTHORIZED) | ||||
| Institutional Shares | 4,537,143 | |||
| NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE* | ||||
| Institutional Shares (based on net assets of $35,696,579) | $ | 7.87 |
| * | Shares redeemed or exchanged within 60 days of purchase are charged a 1.00% redemption fee. |
See Notes to Financial Statements.
ACUITAS INTERNATIONAL SMALL CAP FUND
STATEMENT OF OPERATIONS
SIX MONTHS ENDED DECEMBER 31, 2018
| INVESTMENT INCOME | ||||
| Dividend income (Net of foreign withholding taxes of $44,525) | $ | 316,891 | ||
| Total Investment Income | 316,891 | |||
| EXPENSES | ||||
| Investment adviser fees | 265,460 | |||
| Fund services fees | 72,053 | |||
| Custodian fees | 27,563 | |||
| Registration fees | 9,679 | |||
| Professional fees | 30,522 | |||
| Trustees' fees and expenses | 2,170 | |||
| Other expenses | 47,288 | |||
| Total Expenses | 454,735 | |||
| Fees waived | (122,910 | ) | ||
| Net Expenses | 331,825 | |||
| NET INVESTMENT LOSS | (14,934 | ) | ||
| NET REALIZED AND UNREALIZED GAIN (LOSS) | ||||
| Net realized loss on: | ||||
| Investments | (2,626,228 | ) | ||
| Foreign currency transactions | (38,738 | ) | ||
| Net realized loss | (2,664,966 | ) | ||
| Net change in unrealized appreciation (depreciation) on: | ||||
| Investments | (7,550,903 | ) | ||
| Foreign currency translations | 21,658 | |||
| Net change in unrealized appreciation (depreciation) | (7,529,245 | ) | ||
| NET REALIZED AND UNREALIZED LOSS | (10,194,211 | ) | ||
| DECREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | (10,209,145 | ) |
See Notes to Financial Statements.
ACUITAS INTERNATIONAL SMALL CAP FUND
STATEMENTS OF CHANGES IN NET ASSETS
| OPERATIONS | For the Six Months Ended December 31, 2018 | For the Year Ended June 30, 2018 | ||||||
| Net investment income (loss) | $ | (14,934 | ) | $ | 380,066 | |||
| Net realized gain (loss) | (2,664,966 | ) | 4,676,716 | |||||
| Net change in unrealized appreciation (depreciation) | (7,529,245 | ) | (2,320,959 | ) | ||||
| Increase (Decrease) in Net Assets Resulting from Operations | (10,209,145 | ) | 2,735,823 | |||||
| DISTRIBUTIONS TO SHAREHOLDERS | ||||||||
| Institutional Shares | (532,942 | ) | (2,541,258 | )* | ||||
| Total Distributions to Shareholders | (532,942 | ) | (2,541,258 | ) | ||||
| CAPITAL SHARE TRANSACTIONS | ||||||||
| Sale of shares: | ||||||||
| Institutional Shares | 2,841,200 | 4,867,589 | ||||||
| Reinvestment of distributions: | ||||||||
| Institutional Shares | 532,942 | 2,541,258 | ||||||
| Redemption of shares: | ||||||||
| Institutional Shares | (4,934,501 | ) | (5,944,619 | ) | ||||
| Redemption fees: | ||||||||
| Institutional Shares | 11 | 43 | ||||||
| Increase (Decrease) in Net Assets from Capital Share Transactions | (1,560,348 | ) | 1,464,271 | |||||
| Increase (Decrease) in Net Assets | (12,302,435 | ) | 1,658,836 | |||||
| NET ASSETS | ||||||||
| Beginning of Period | 47,999,014 | 46,340,178 | ||||||
| End of Period | $ | 35,696,579 | $ | 47,999,014 | ** | |||
| SHARE TRANSACTIONS | ||||||||
| Sale of shares: | ||||||||
| Institutional Shares | 307,625 | 459,848 | ||||||
| Reinvestment of distributions: | ||||||||
| Institutional Shares | 68,151 | 242,950 | ||||||
| Redemption of shares: | ||||||||
| Institutional Shares | (559,839 | ) | (566,179 | ) | ||||
| Increase (Decrease) in Shares | (184,063 | ) | 136,619 |
| * | Distribution was the result of net investment income as of June 30, 2018. |
| ** | Includes distributions in excess of net investment income of $(15,461) at June 30, 2018. The requirement to disclose the corresponding amount as of December 31, 2018 was eliminated. |
See Notes to Financial Statements.
ACUITAS INTERNATIONAL SMALL CAP FUND
FINANCIAL HIGHLIGHTS
These financial highlights reflect selected data for a share outstanding throughout each period.
| For the Six Months Ended December 31, | For the Years Ended June 30, | July 18, 2014 (a) Through June 30, | ||||||||||||||||||
| 2018 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||||
| INSTITUTIONAL SHARES | ||||||||||||||||||||
| NET ASSET VALUE, Beginning of Period | $ | 10.17 | $ | 10.11 | $ | 8.78 | $ | 9.79 | $ | 10.00 | ||||||||||
| INVESTMENT OPERATIONS | ||||||||||||||||||||
| Net investment income (loss) (b) | (0.00 | )(c) | 0.08 | 0.09 | 0.12 | 0.08 | ||||||||||||||
| Net realized and unrealized gain (loss) | (2.18 | ) | 0.54 | 1.43 | (0.85 | ) | (0.27 | ) | ||||||||||||
| Total from Investment Operations | (2.18 | ) | 0.62 | 1.52 | (0.73 | ) | (0.19 | ) | ||||||||||||
| DISTRIBUTIONS TO SHAREHOLDERS FROM | ||||||||||||||||||||
| Net investment income | (0.12 | ) | (0.56 | ) | (0.19 | ) | (0.28 | ) | (0.02 | ) | ||||||||||
| Total Distributions to Shareholders | (0.12 | ) | (0.56 | ) | (0.19 | ) | (0.28 | ) | (0.02 | ) | ||||||||||
| REDEMPTION FEES(b) | 0.00 | (c) | 0.00 | (c) | 0.00 | (c) | 0.00 | (c) | 0.00 | (c) | ||||||||||
| NET ASSET VALUE, End of Period | $ | 7.87 | $ | 10.17 | $ | 10.11 | $ | 8.78 | $ | 9.79 | ||||||||||
| TOTAL RETURN | (21.44 | )%(d) | 5.94 | % | 17.57 | % | (7.57 | )% | (1.91 | )%(d) | ||||||||||
| RATIOS/SUPPLEMENTARY DATA | ||||||||||||||||||||
| Net Assets at End of Period (000s omitted) | $ | 35,697 | $ | 47,999 | $ | 46,340 | $ | 42,674 | $ | 46,653 | ||||||||||
| Ratios to Average Net Assets: | ||||||||||||||||||||
| Net investment income (loss) | (0.07 | )%(e) | 0.77 | % | 0.91 | % | 1.35 | % | 0.91 | %(e) | ||||||||||
| Net expenses | 1.50 | %(e) | 1.50 | % | 1.50 | % | 1.50 | % | 1.50 | %(e) | ||||||||||
| Gross expenses (f) | 2.06 | %(e) | 1.99 | % | 2.04 | % | 2.15 | % | 2.40 | %(e) | ||||||||||
| PORTFOLIO TURNOVER RATE | 56 | %(d) | 144 | % | 105 | % | 104 | % | 112 | %(d) | ||||||||||
| (a) | Commencement of operations. |
| (b) | Calculated based on average shares outstanding during each period. |
| (c) | Less than $0.01 per share. |
| (d) | Not annualized. |
| (e) | Annualized. |
| (f) | Reflects the expense ratio excluding any waivers and/or reimbursements. |
See Notes to Financial Statements.
ACUITAS US MICROCAP FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2018
| Shares | Security Description | Value | ||||||
| Common Stock - 99.0% | ||||||||
| Consumer Discretionary - 9.9% | ||||||||
| 4,500 | America's Car-Mart, Inc. (a) | $ | 326,025 | |||||
| 50,110 | Aspen Group, Inc. (a) | 274,603 | ||||||
| 5,100 | BJ's Restaurants, Inc. | 257,907 | ||||||
| 17,800 | Care.com, Inc. (a) | 343,718 | ||||||
| 20,567 | Carriage Services, Inc. | 318,789 | ||||||
| 15,199 | Chuy's Holdings, Inc. (a) | 269,630 | ||||||
| 13,104 | Conn's, Inc. (a) | 247,141 | ||||||
| 17,694 | CRA International, Inc. | 752,880 | ||||||
| 15,400 | Crocs, Inc. (a) | 400,092 | ||||||
| 5,700 | Genesco, Inc. (a) | 252,510 | ||||||
| 26,200 | J. Jill, Inc. (a) | 139,646 | ||||||
| 14,700 | K12, Inc. (a) | 364,413 | ||||||
| 7,100 | Monarch Casino & Resort, Inc. (a) | 270,794 | ||||||
| 14,600 | Points International, Ltd. (a) | 145,416 | ||||||
| 16,394 | QuinStreet, Inc. (a) | 266,075 | ||||||
| 102,040 | TravelCenters of America, LLC (a) | 383,670 | ||||||
| 14,900 | Vera Bradley, Inc. (a) | 127,693 | ||||||
| 8,832 | Winmark Corp. | 1,404,288 | ||||||
| 5,800 | Winnebago Industries, Inc. | 140,418 | ||||||
| 10,000 | Zumiez, Inc. (a) | 191,700 | ||||||
| 6,877,408 | ||||||||
| Consumer Staples - 0.8% | ||||||||
| 20,913 | Craft Brew Alliance, Inc. (a) | 299,265 | ||||||
| 700 | Medifast, Inc. | 87,514 | ||||||
| 5,000 | Seneca Foods Corp., Class A (a) | 141,100 | ||||||
| 527,879 | ||||||||
| Energy - 6.3% | ||||||||
| 85,300 | Abraxas Petroleum Corp. (a) | 92,977 | ||||||
| 5,738 | CONSOL Energy, Inc. (a) | 181,952 | ||||||
| 120,667 | Midstates Petroleum Co., Inc. (a) | 906,209 | ||||||
| 49,597 | Natural Gas Services Group, Inc. (a) | 815,375 | ||||||
| 18,800 | North American Construction Group, Ltd. | 167,320 | ||||||
| 59,700 | Northern Oil and Gas, Inc. (a) | 134,922 | ||||||
| 63,060 | Par Pacific Holdings, Inc. (a) | 894,191 | ||||||
| 4,900 | Renewable Energy Group, Inc. (a) | 125,930 | ||||||
| 168,898 | Rosehill Resources, Inc. (a) | 376,642 | ||||||
| 24,700 | SunCoke Energy, Inc. (a) | 211,185 | ||||||
| 19,443 | Unit Corp. (a) | 277,646 | ||||||
| 50,900 | W&T Offshore, Inc. (a) | 209,708 | ||||||
| 4,394,057 | ||||||||
| Financial Services - 19.9% | ||||||||
| 25,800 | Arbor Realty Trust, Inc. REIT | 259,806 | ||||||
| 49,990 | B. Riley Financial, Inc. | 709,858 | ||||||
| 15,926 | Braemar Hotels & Resorts, Inc. REIT | 142,219 | ||||||
| 26,340 | Bryn Mawr Bank Corp. | 906,096 | ||||||
| 14,900 | CatchMark Timber Trust, Inc., Class A REIT | 105,790 | ||||||
| 10,900 | Central Valley Community Bancorp | 205,683 | ||||||
| 18,600 | Crawford & Co., Class B | 167,400 | ||||||
| 2,392 | Diamond Hill Investment Group, Inc. (a) | 357,484 | ||||||
| 63,690 | Donnelley Financial Solutions, Inc. (a) | 893,571 | ||||||
| 11,100 | Enterprise Financial Services Corp. | 417,693 | ||||||
| 16,800 | EZCORP, Inc., Class A (a) | 129,864 | ||||||
| 5,900 | Federal Agricultural Mortgage Corp., Class C | 356,596 | ||||||
| 16,814 | FedNat Holding Co. | 334,935 | ||||||
| 11,600 | Financial Institutions, Inc. | 298,120 | ||||||
| 17,300 | First Defiance Financial Corp. | 424,023 | ||||||
| 10,300 | First Internet Bancorp | 210,532 | ||||||
| 10,900 | Flushing Financial Corp. | 234,677 | ||||||
| 39,427 | Fortress Transportation & Infrastructure Investors, LLC | 565,383 | ||||||
| Shares | Security Description | Value | ||||||
| Financial Services - 19.9% (continued) | ||||||||
| 6,400 | FS Bancorp, Inc. | $ | 274,432 | |||||
| 30,278 | Global Self Storage, Inc. REIT | 118,690 | ||||||
| 64,136 | Great Elm Capital Corp. | 503,468 | ||||||
| 10,879 | Health Insurance Innovations, Inc.,Class A (a) | 290,796 | ||||||
| 18,850 | Horizon Bancorp | 297,453 | ||||||
| 15,600 | Independent Bank Corp. | 327,912 | ||||||
| 8,300 | Methode Electronics, Inc. | 193,307 | ||||||
| 14,806 | Midland States Bancorp, Inc. | 330,766 | ||||||
| 20,552 | NMI Holdings, Inc., Class A (a) | 366,853 | ||||||
| 34,840 | Northrim BanCorp, Inc. | 1,145,191 | ||||||
| 28,000 | OFG Bancorp | 460,880 | ||||||
| 7,900 | Old Line Bancshares, Inc. | 207,928 | ||||||
| 28,900 | On Deck Capital, Inc. (a) | 170,510 | ||||||
| 12,087 | Premier Financial Bancorp, Inc. | 180,217 | ||||||
| 46,504 | Pzena Investment Management, Inc., Class A | 402,260 | ||||||
| 15,454 | Ready Capital Corp. REIT | 213,729 | ||||||
| 61,900 | Syncora Holdings, Ltd. (a) | 242,648 | ||||||
| 51,699 | Tier REIT, Inc. | 1,066,550 | ||||||
| 13,616 | TriState Capital Holdings, Inc. (a) | 264,967 | ||||||
| 13,778,287 | ||||||||
| Health Care - 20.4% | ||||||||
| 3,000 | Addus HomeCare Corp. (a) | 203,640 | ||||||
| 16,527 | Aldeyra Therapeutics, Inc. (a) | 137,174 | ||||||
| 9,100 | AMAG Pharmaceuticals, Inc. (a) | 138,229 | ||||||
| 9,400 | AngioDynamics, Inc. (a) | 189,222 | ||||||
| 88,291 | Antares Pharma, Inc. (a) | 240,152 | ||||||
| 44,090 | Apollo Endosurgery, Inc. (a) | 152,110 | ||||||
| 25,300 | Ardelyx, Inc. (a) | 45,287 | ||||||
| 15,200 | Arrowhead Pharmaceuticals, Inc. (a) | 188,784 | ||||||
| 26,978 | AtriCure, Inc. (a) | 825,527 | ||||||
| 118,882 | Avid Bioservices, Inc. (a) | 487,416 | ||||||
| 25,900 | BioCryst Pharmaceuticals, Inc. (a) | 209,013 | ||||||
| 28,900 | BioScrip, Inc. (a) | 103,173 | ||||||
| 3,100 | BioSpecifics Technologies Corp. (a) | 187,860 | ||||||
| 17,542 | BioTelemetry, Inc. (a) | 1,047,608 | ||||||
| 17,200 | Calithera Biosciences, Inc. (a) | 68,972 | ||||||
| 13,275 | Cardiovascular Systems, Inc. (a) | 378,205 | ||||||
| 40,942 | Castlight Health, Inc., Class B (a) | 88,844 | ||||||
| 13,200 | Champions Oncology, Inc. (a) | 103,092 | ||||||
| 16,000 | ChemoCentryx, Inc. (a) | 174,560 | ||||||
| 9,900 | Concert Pharmaceuticals, Inc. (a) | 124,245 | ||||||
| 23,865 | Cutera, Inc. (a) | 406,182 | ||||||
| 21,448 | Dynavax Technologies Corp. (a) | 196,249 | ||||||
| 23,184 | Electromed, Inc. (a) | 118,007 | ||||||
| 51,900 | Harvard Bioscience, Inc. (a) | 165,042 | ||||||
| 3,300 | IntriCon Corp. (a) | 87,054 | ||||||
| 47,800 | MEI Pharma, Inc. (a) | 126,192 | ||||||
| 38,446 | NeoGenomics, Inc. (a) | 484,804 | ||||||
| 31,811 | Nuvectra Corp. (a) | 519,792 | ||||||
| 10,050 | PetIQ, Inc. (a) | 235,874 | ||||||
| 55,352 | Pfenex, Inc. (a) | 176,573 | ||||||
| 13,820 | Psychemedics Corp. | 219,323 | ||||||
| 87,676 | Quotient, Ltd. (a) | 536,577 | ||||||
| 6,700 | Ra Pharmaceuticals, Inc. (a) | 121,940 | ||||||
| 31,100 | RadNet, Inc. (a) | 316,287 | ||||||
| 4,682 | Repligen Corp. (a) | 246,929 | ||||||
| 11,233 | Retrophin, Inc. (a) | 254,203 | ||||||
| 40,965 | SeaSpine Holdings Corp. (a) | 747,202 | ||||||
| 30,092 | Sientra, Inc. (a) | 382,469 | ||||||
| 210,600 | SIGA Technologies, Inc. (a) | 1,663,740 | ||||||
| 10,785 | STAAR Surgical Co. (a) | 344,149 | ||||||
See Notes to Financial Statements.
ACUITAS US MICROCAP FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2018
| Shares | Security Description | Value | ||||||
| Health Care -20.4% (continued) | ||||||||
| 3,374 | Supernus Pharmaceuticals, Inc. (a) | $ | 112,084 | |||||
| 5,500 | Surmodics, Inc. (a) | 259,930 | ||||||
| 2,400 | The Providence Service Corp. (a) | 144,048 | ||||||
| 62,208 | Veracyte, Inc. (a) | 782,577 | ||||||
| 27,919 | ViewRay, Inc. (a) | 169,468 | ||||||
| 22,895 | Viking Therapeutics, Inc. (a) | 175,147 | ||||||
| 7,451 | XOMA Corp. (a) | 94,255 | ||||||
| 14,179,210 | ||||||||
| Materials & Processing - 4.9% | ||||||||
| 16,900 | American Vanguard Corp. | 256,711 | ||||||
| 86,393 | Aspen Aerogels, Inc. (a) | 184,017 | ||||||
| 81,969 | Landec Corp. (a) | 970,513 | ||||||
| 10,667 | Northern Technologies International Corp. | 315,636 | ||||||
| 33,964 | Northwest Pipe Co. (a) | 791,022 | ||||||
| 7,000 | Patrick Industries, Inc. (a) | 207,270 | ||||||
| 22,800 | PGT Innovations, Inc. (a) | 361,380 | ||||||
| 15,200 | Verso Corp. (a) | 340,480 | ||||||
| 3,427,029 | ||||||||
| Producer Durables - 22.4% | ||||||||
| 19,517 | Allied Motion Technologies, Inc. | 872,215 | ||||||
| 20,700 | American Outdoor Brands Corp. (a) | 266,202 | ||||||
| 8,100 | ArcBest Corp. | 277,506 | ||||||
| 25,410 | Argan, Inc. | 961,514 | ||||||
| 10,400 | Atkore International Group, Inc. (a) | 206,336 | ||||||
| 6,400 | Canadian Solar, Inc. (a) | 91,776 | ||||||
| 9,100 | Columbus McKinnon Corp. | 274,274 | ||||||
| 24,000 | Commercial Vehicle Group, Inc. (a) | 136,800 | ||||||
| 9,900 | Covenant Transportation Group, Inc., Class A (a) | 190,080 | ||||||
| 52,188 | Energy Recovery, Inc. (a) | 351,225 | ||||||
| 13,388 | Gaming Partners International Corp. (a) | 174,044 | ||||||
| 8,700 | Global Brass & Copper Holdings, Inc. | 218,805 | ||||||
| 13,020 | GP Strategies Corp. (a) | 164,182 | ||||||
| 4,897 | Graham Corp. | 111,847 | ||||||
| 64,822 | Great Lakes Dredge & Dock Corp. (a) | 429,122 | ||||||
| 31,834 | Hamilton Beach Brands Holding Co., Class A | 746,826 | ||||||
| 2,153 | ICF International, Inc. | 139,471 | ||||||
| 68,474 | IES Holdings, Inc. (a) | 1,064,771 | ||||||
| 60,174 | Kornit Digital, Ltd. (a) | 1,126,457 | ||||||
| 54,185 | Limbach Holdings, Inc. (a)(b) | 199,401 | ||||||
| 6,900 | Movado Group, Inc. | 218,178 | ||||||
| 18,185 | Patriot Transportation Holding, Inc. (a) | 354,426 | ||||||
| 28,165 | Perceptron, Inc. (a) | 227,010 | ||||||
| 70,530 | Rosetta Stone, Inc. (a) | 1,156,692 | ||||||
| 102,957 | Sharps Compliance Corp. (a) | 337,699 | ||||||
| 7,400 | SP Plus Corp. (a) | 218,596 | ||||||
| 139,812 | Sportsman's Warehouse Holdings, Inc. (a) | 612,376 | ||||||
| 19,900 | Star Bulk Carriers Corp. (a) | 181,886 | ||||||
| 8,800 | The Gorman-Rupp Co. | 285,208 | ||||||
| 11,411 | The Hackett Group, Inc. | 182,690 | ||||||
| 18,100 | Titan Machinery, Inc. (a) | 238,015 | ||||||
| 17,396 | Transcat, Inc. (a) | 330,872 | ||||||
| 16,304 | Tutor Perini Corp. (a) | 260,375 | ||||||
| 46,042 | UFP Technologies, Inc. (a) | 1,383,102 | ||||||
| 9,700 | Vectrus, Inc. (a) | 209,326 | ||||||
| 12,756 | Vishay Precision Group, Inc. (a) | 385,614 | ||||||
| 3,500 | VSE Corp. | 104,685 | ||||||
| 221,205 | Yatra Online, Inc. (a) | 889,244 | ||||||
| 15,578,848 | ||||||||
| Shares | Security Description | Value | ||||||
| Technology - 13.5% | ||||||||
| 46,810 | Adesto Technologies Corp. (a) | $ | 205,964 | |||||
| 11,300 | Agilysys, Inc. (a) | 162,042 | ||||||
| 30,204 | Aquantia Corp. (a) | 264,889 | ||||||
| 12,222 | AstroNova, Inc. | 229,163 | ||||||
| 9,100 | Attunity, Ltd. (a) | 179,088 | ||||||
| 23,920 | CalAmp Corp. (a) | 311,199 | ||||||
| 11,021 | Carbonite, Inc. (a) | 278,390 | ||||||
| 42,800 | Ceragon Networks, Ltd. (a) | 161,784 | ||||||
| 6,562 | Electro Scientific Industries, Inc. (a) | 196,598 | ||||||
| 12,359 | Five9, Inc. (a) | 540,336 | ||||||
| 37,786 | Ichor Holdings, Ltd. (a) | 615,912 | ||||||
| 37,600 | Inseego Corp. (a) | 156,040 | ||||||
| 17,100 | Kimball Electronics, Inc. (a) | 264,879 | ||||||
| 59,083 | Leaf Group, Ltd. (a) | 404,719 | ||||||
| 70,850 | Limelight Networks, Inc. (a) | 165,789 | ||||||
| 44,971 | MiX Telematics, Ltd., ADR | 703,796 | ||||||
| 20,700 | Net 1 UEPS Technologies, Inc. (a) | 97,083 | ||||||
| 29,036 | Perficient, Inc. (a) | 646,341 | ||||||
| 72,324 | Photronics, Inc. (a) | 700,096 | ||||||
| 27,786 | PlayAGS, Inc. (a) | 639,078 | ||||||
| 85,063 | Quantenna Communications, Inc. (a) | 1,220,654 | ||||||
| 13,000 | Rudolph Technologies, Inc. (a) | 266,110 | ||||||
| 6,200 | ScanSource, Inc. (a) | 213,156 | ||||||
| 92,859 | Telaria, Inc. (a) | 253,505 | ||||||
| 30,600 | The Rubicon Project, Inc. (a) | 114,138 | ||||||
| 15,500 | Unisys Corp. (a) | 180,265 | ||||||
| 36,600 | Zix Corp. (a) | 209,718 | ||||||
| 9,380,732 | ||||||||
| Utilities - 0.9% | ||||||||
| 72,500 | Atlantic Power Corp. (a) | 157,325 | ||||||
| 20,748 | Boingo Wireless, Inc. (a) | 426,786 | ||||||
| 584,111 | ||||||||
| Total Common Stock (Cost $72,801,581) | 68,727,561 | |||||||
| Money Market Fund - 0.0% | ||||||||
| 10,134 | BlackRock Liquidity Funds FedFund Portfolio, Institutional Shares, 2.27% (c) (Cost $10,134) | 10,134 | ||||||
| Investments, at value - 99.0% (Cost $72,811,715) | $ | 68,737,695 | ||||||
| Other Assets & Liabilities, Net - 1.0% | 717,048 | |||||||
| Net Assets - 100.0% | $ | 69,454,743 | ||||||
| ADR | American Depositary Receipt |
| LLC | Limited Liability Company |
| REIT | Real Estate Investment Trust |
| (a) | Non-income producing security. |
| (b) | Illiquid Security. |
| (c) | Dividend yield changes daily to reflect current market conditions. Rate was the quoted yield as of December 31, 2018. |
The following is a summary of the inputs used to value the Fund's investments as of December 31, 2018.
The inputs or methodology used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in Note 2 of the accompanying Notes to Financial Statements.
See Notes to Financial Statements.
ACUITAS US MICROCAP FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2018
| Valuation Inputs | Investments in Securities | |||
| Level 1 - Quoted Prices | $ | 68,727,561 | ||
| Level 2 - Other Significant Observable Inputs | 10,134 | |||
| Level 3 - Significant Unobservable Inputs | – | |||
| Total | $ | 68,737,695 | ||
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.
| PORTFOLIO HOLDINGS | ||||
| % of Total Investments | ||||
| Consumer Discretionary | 10.0 | % | ||
| Consumer Staples | 0.8 | % | ||
| Energy | 6.4 | % | ||
| Financial Services | 20.0 | % | ||
| Health Care | 20.6 | % | ||
| Materials & Processing | 5.0 | % | ||
| Producer Durables | 22.7 | % | ||
| Technology | 13.6 | % | ||
| Utilities | 0.9 | % | ||
| Money Market Fund | 0.0 | % | ||
| 100.0 | % | |||
See Notes to Financial Statements.
ACUITAS US MICROCAP FUND
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2018
| ASSETS | ||||
| Investments, at value (Cost $72,811,715) | $ | 68,737,695 | ||
| Receivables: | ||||
| Fund shares sold | 70,547 | |||
| Investment securities sold | 1,669,159 | |||
| Dividends | 46,247 | |||
| Prepaid expenses | 11,578 | |||
| Total Assets | 70,535,226 | |||
| LIABILITIES | ||||
| Payables: | ||||
| Investment securities purchased | 111,870 | |||
| Fund shares redeemed | 355 | |||
| Due to custodian | 858,012 | |||
| Accrued Liabilities: | ||||
| Investment adviser fees | 74,116 | |||
| Trustees’ fees and expenses | 35 | |||
| Fund services fees | 15,509 | |||
| Other expenses | 20,586 | |||
| Total Liabilities | 1,080,483 | |||
| NET ASSETS | $ | 69,454,743 | ||
| COMPONENTS OF NET ASSETS | ||||
| Paid-in capital | $ | 77,705,909 | ||
| Distributable earnings | (8,251,166 | ) | ||
| NET ASSETS | $ | 69,454,743 | ||
| SHARES OF BENEFICIAL INTEREST AT NO PAR VALUE (UNLIMITED SHARES AUTHORIZED) | ||||
| Institutional Shares | 7,672,906 | |||
| NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE* | ||||
| Institutional Shares (based on net assets of $69,454,743) | $ | 9.05 | ||
| * | Shares redeemed or exchanged within 60 days of purchase are charged a 1.00% redemption fee. |
See Notes to Financial Statements.
ACUITAS US MICROCAP FUND
STATEMENT OF OPERATIONS
SIX MONTHS ENDED DECEMBER 31, 2018
| INVESTMENT INCOME | ||||
| Dividend income (Net of foreign withholding taxes of $1,540) | $ | 460,169 | ||
| Total Investment Income | 460,169 | |||
| EXPENSES | ||||
| Investment adviser fees | 723,781 | |||
| Fund services fees | 103,282 | |||
| Shareholder service fees | 52,661 | |||
| Custodian fees | 9,502 | |||
| Registration fees | 9,624 | |||
| Professional fees | 21,546 | |||
| Trustees' fees and expenses | 2,371 | |||
| Other expenses | 18,184 | |||
| Total Expenses | 940,951 | |||
| Fees waived | (62,073 | ) | ||
| Net Expenses | 878,878 | |||
| NET INVESTMENT LOSS | (418,709 | ) | ||
| NET REALIZED AND UNREALIZED GAIN (LOSS) | ||||
| Net realized gain on investments | 5,606,322 | |||
| Net change in unrealized appreciation (depreciation) on: | ||||
| Investments | (24,613,512 | ) | ||
| Foreign currency translations | (9 | ) | ||
| Net change in unrealized appreciation (depreciation) | (24,613,521 | ) | ||
| NET REALIZED AND UNREALIZED LOSS | (19,007,199 | ) | ||
| DECREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | (19,425,908 | ) | |
See Notes to Financial Statements.
ACUITAS US MICROCAP FUND
STATEMENTS OF CHANGES IN NET ASSETS
| For the Six Months Ended December 31, 2018 | For the Year Ended June 30, 2018 | |||||||
| OPERATIONS | ||||||||
| Net investment loss | $ | (418,709 | ) | $ | (888,475 | ) | ||
| Net realized gain | 5,606,322 | 10,834,970 | ||||||
| Net change in unrealized appreciation (depreciation) | (24,613,521 | ) | 5,420,770 | |||||
| Increase (Decrease) in Net Assets Resulting from Operations | (19,425,908 | ) | 15,367,265 | |||||
| DISTRIBUTIONS TO SHAREHOLDERS | ||||||||
| Institutional Shares | (16,940,075 | ) | (3,399,933 | )* | ||||
| Total Distributions to Shareholders | (16,940,075 | ) | (3,399,933 | ) | ||||
| CAPITAL SHARE TRANSACTIONS | ||||||||
| Sale of shares: | ||||||||
| Institutional Shares | 4,773,932 | 14,489,617 | ||||||
| Reinvestment of distributions: | ||||||||
| Institutional Shares | 16,893,918 | 3,399,574 | ||||||
| Redemption of shares: | ||||||||
| Institutional Shares | (24,187,633 | ) | (9,207,906 | ) | ||||
| Redemption fees: | ||||||||
| Institutional Shares | 1,344 | 219 | ||||||
| Increase (Decrease) in Net Assets from Capital Share Transactions | (2,518,439 | ) | 8,681,504 | |||||
| Increase (Decrease) in Net Assets | (38,884,422 | ) | 20,648,836 | |||||
| NET ASSETS | ||||||||
| Beginning of Period | 108,339,165 | 87,690,329 | ||||||
| End of Period | $ | 69,454,743 | $ | 108,339,165 | ** | |||
| SHARE TRANSACTIONS | ||||||||
| Sale of shares: | ||||||||
| Institutional Shares | 365,996 | 1,094,290 | ||||||
| Reinvestment of distributions: | ||||||||
| Institutional Shares | 1,799,139 | 257,543 | ||||||
| Redemption of shares: | ||||||||
| Institutional Shares | (2,135,713 | ) | (686,187 | ) | ||||
| Increase in Shares | 29,422 | 665,646 | ||||||
| * | Distribution was the result of net realized gains at June 30, 2018. |
| ** | Includes accumulated net investment loss of $(47,511) at June 30, 2018. The requirement to disclose the corresponding amount as of December 31, 2018 was eliminated. |
See Notes to Financial Statements.
ACUITAS US MICROCAP FUND
FINANCIAL HIGHLIGHTS
These financial highlights reflect selected data for a share outstanding throughout each period.
| For the Six Months Ended December 31, | For the Years Ended June 30, | July 18, 2014 (a) Through June 30, | ||||||||||||||||||
| 2018 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||||
| INSTITUTIONAL SHARES | ||||||||||||||||||||
| NET ASSET VALUE, Beginning of Period | $ | 14.17 | $ | 12.57 | $ | 10.38 | $ | 11.27 | $ | 10.00 | ||||||||||
| INVESTMENT OPERATIONS | ||||||||||||||||||||
| Net investment loss (b) | (0.05 | ) | (0.12 | ) | (0.09 | ) | (0.08 | ) | (0.07 | ) | ||||||||||
| Net realized and unrealized gain (loss) | (2.50 | ) | 2.19 | 2.39 | (0.41 | ) | 1.34 | |||||||||||||
| Total from Investment Operations | (2.55 | ) | 2.07 | 2.30 | (0.49 | ) | 1.27 | |||||||||||||
| DISTRIBUTIONS TO SHAREHOLDERS FROM | ||||||||||||||||||||
| Net realized gain | (2.57 | ) | (0.47 | ) | (0.11 | ) | (0.40 | ) | – | |||||||||||
| Total Distributions to Shareholders | (2.57 | ) | (0.47 | ) | (0.11 | ) | (0.40 | ) | – | |||||||||||
| REDEMPTION FEES(b) | 0.00 | (c) | 0.00 | (c) | 0.00 | (c) | 0.00 | (c) | 0.00 | (c) | ||||||||||
| NET ASSET VALUE, End of Period | $ | 9.05 | $ | 14.17 | $ | 12.57 | $ | 10.38 | $ | 11.27 | ||||||||||
| TOTAL RETURN | (18.67 | )%(d) | 16.77 | % | 22.21 | % | (4.27 | )% | 12.70 | %(d) | ||||||||||
| RATIOS/SUPPLEMENTARY DATA | ||||||||||||||||||||
| Net Assets at End of Period (000s omitted) | $ | 69,455 | $ | 108,339 | $ | 87,690 | $ | 66,156 | $ | 37,823 | ||||||||||
| Ratios to Average Net Assets: | ||||||||||||||||||||
| Net investment loss | (0.81 | )%(e) | (0.91 | )% | (0.78 | )% | (0.80 | )% | (0.74 | )%(e) | ||||||||||
| Net expenses | 1.70 | %(e) | 1.70 | % | 1.70 | % | 1.70 | % | 1.70 | %(e) | ||||||||||
| Gross expenses (f) | 1.82 | %(e) | 1.80 | % | 1.86 | % | 2.04 | % | 2.37 | %(e) | ||||||||||
| PORTFOLIO TURNOVER RATE | 106 | %(d) | 48 | % | 50 | % | 52 | % | 58 | %(d) | ||||||||||
| (a) | Commencement of operations. |
| (b) | Calculated based on average shares outstanding during each period. |
| (c) | Less than $0.01 per share. |
| (d) | Not annualized. |
| (e) | Annualized. |
| (f) | Reflects the expense ratio excluding any waivers and/or reimbursements. |
See Notes to Financial Statements.
ACUITAS FUNDS
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2018
Note 1. Organization
Acuitas International Small Cap Fund and Acuitas US Microcap Fund (individually, a “Fund” and collectively, the “Funds”) are diversified portfolios of Forum Funds II (the “Trust”). The Trust is a Delaware statutory trust that is registered as an open-end, management investment company under the Investment Company Act of 1940, as amended (the “Act”). Under its Trust Instrument, the Trust is authorized to issue an unlimited number of each Fund’s shares of beneficial interest without par value. Each Fund currently offers two classes of shares: Institutional Shares and Investors Shares. As of December 31, 2018, Investor Shares had not commenced operations. Each Fund seeks capital appreciation. Each Fund commenced operations on July 18, 2014.
Note 2. Summary of Significant Accounting Policies
The Funds are investment companies and follow accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, “Financial Services – Investment Companies.” These financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of increases and decreases in net assets from operations during the fiscal period. Actual amounts could differ from those estimates. The following summarizes the significant accounting policies of each Fund:
Security Valuation – Securities are valued at market prices using the last quoted trade or official closing price from the principal exchange where the security is traded, as provided by independent pricing services on each Fund business day. In the absence of a last trade, securities are valued at the mean of the last bid and ask price provided by the pricing service. Forward currency contracts are generally valued based on interpolation of forward curve data points obtained from major banking institutions that deal in foreign currencies and currency dealers. Exchange-traded options for which the last quoted sale price is outside the closing bid and ask price, will be valued at the mean of the closing bid and ask price. Shares of non-exchange traded open-end mutual funds are valued at net asset value (“NAV”). Short-term investments that mature in sixty days or less may be valued at amortized cost.
Each Fund values its investments at fair value pursuant to procedures adopted by the Trust’s Board of Trustees (the“Board”) if (1) market quotations are not readily available or (2) the Adviser, as defined in Note 3, believes that the values available are unreliable. The Trust’s Valuation Committee, as defined in each Fund’s registration statement, performs certain functions as they relate to the administration and oversight of each Fund’s valuation procedures. Under these procedures, the Valuation Committee convenes on a regular and ad hoc basis to review such investments and considers a number of factors, including valuation methodologies and significant unobservable inputs, when arriving at fair value.
The Valuation Committee may work with the Adviser to provide valuation inputs. In determining fair valuations, inputs may include market-based analytics that may consider related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant investment information. Adviser inputs may include an income-based approach in which the anticipated future cash flows of the investment are discounted in determining fair value. Discounts may also be applied based on the nature or duration of any restrictions on the disposition of the investments. The Valuation Committee performs regular reviews of valuation methodologies, key inputs and assumptions, disposition analysis and market activity.
Fair valuation is based on subjective factors and, as a result, the fair value price of an investment may differ from the security’s market price and may not be the price at which the asset may be sold. Fair valuation could result in a different NAV than a NAV determined by using market quotes.
GAAP has a three-tier fair value hierarchy. The basis of the tiers is dependent upon the various “inputs” used to determine the value of each Fund’s investments. These inputs are summarized in the three broad levels listed below:
Level 1 - Quoted prices in active markets for identical assets and liabilities.
Level 2 - Prices determined using significant other observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). Short-term securities with maturities of sixty days or less are valued at amortized cost, which approximates market value, and are categorized as Level 2 in the hierarchy. Municipal securities, long-term U.S. government obligations and corporate debt securities are valued in accordance with the evaluated price supplied by the pricing service and
ACUITAS FUNDS
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2018
generally categorized as Level 2 in the hierarchy. Other securities that are categorized as Level 2 in the hierarchy include, but are not limited to, warrants that do not trade on an exchange, securities valued at the mean between the last reported bid and ask quotation and international equity securities valued by an independent third party with adjustments for changes in value between the time of the securities’ respective local market closes and the close of the U.S. market.
Level 3 - Significant unobservable inputs (including each Fund’s own assumptions in determining the fair value of investments).
The aggregate value by input level, as of December 31, 2018, for each Fund’s investments is included at the end of each Fund’s Schedule of Investments.
Security Transactions, Investment Income and Realized Gain and Loss – Investment transactions are accounted for on the trade date. Dividend income is recorded on the ex-dividend date. Foreign dividend income is recorded on the ex-dividend date or as soon as possible after determining the existence of a dividend declaration after exercising reasonable due diligence. Income and capital gains on some foreign securities may be subject to foreign withholding taxes, which are accrued as applicable. Interest income is recorded on an accrual basis. Premium is amortized and discount is accreted using the effective interest method. Identified cost of investments sold is used to determine the gain and loss for both financial statement and federal income tax purposes.
Foreign Currency Translations – Foreign currency amounts are translated into U.S. dollars as follows: (1) assets and liabilities at the rate of exchange at the end of the respective period; and (2) purchases and sales of securities and income and expenses at the rate of exchange prevailing on the dates of such transactions. The portion of the results of operations arising from changes in the exchange rates and the portion due to fluctuations arising from changes in the market prices of securities are not isolated. Such fluctuations are included with the net realized and unrealized gain or loss on investments.
Foreign Currency Transactions – The Acuitas International Small Cap Fund may enter into transactions to purchase or sell foreign currency contracts and options on foreign currency. Forward currency contracts are agreements to exchange one currency for another at a future date and at a specified price. A fund may use forward currency contracts to facilitate transactions in foreign securities, to manage a fund’s foreign currency exposure and to protect the U.S. dollar value of its underlying portfolio securities against the effect of possible adverse movements in foreign exchange rates. These contracts are intrinsically valued daily based on forward rates, and a fund’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is recorded as a component of NAV. These instruments involve market risk, credit risk, or both kinds of risks, in excess of the amount recognized in the Statements of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates. Due to the risks associated with these transactions, a fund could incur losses up to the entire contract amount, which may exceed the net unrealized value included in its NAV.
Distributions to Shareholders – Each Fund declares any dividends from net investment income and pays them annually. Any net capital gains realized by the Funds are distributed at least annually. Distributions to shareholders are recorded on the ex-dividend date. Distributions are based on amounts calculated in accordance with applicable federal income tax regulations, which may differ from GAAP. These differences are due primarily to differing treatments of income and gain on various investment securities held by each Fund, timing differences and differing characterizations of distributions made by each Fund.
Federal Taxes – Each Fund intends to continue to qualify each year as a regulated investment company under Subchapter M of Chapter 1, Subtitle A, of the Internal Revenue Code of 1986, as amended (“Code”), and to distribute all of their taxable income to shareholders. In addition, by distributing in each calendar year substantially all of their net investment income and capital gains, if any, the Funds will not be subject to a federal excise tax. Therefore, no federal income or excise tax provision is required. Each Fund files a U.S. federal income and excise tax return as required. Each Fund’s federal income tax returns are subject to examination by the Internal Revenue Service for a period of three fiscal years after they are filed. As of December 31, 2018, 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.
ACUITAS FUNDS
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2018
Redemption Fees – A shareholder who redeems or exchanges shares within 60 days of purchase will incur a redemption fee of 1.00% of the current NAV of shares redeemed or exchanged, subject to certain limitations. The fee is charged for the benefit of the remaining shareholders and will be paid to each Fund to help offset transaction costs. The fee is accounted for as an addition to paid-in capital. Each Fund reserves the right to modify the terms of or terminate the fee at any time. There are limited exceptions to the imposition of the redemption fee. Redemption fees incurred for the Funds, if any, are reflected on the Statements of Changes in Net Assets.
Commitments and Contingencies – In the normal course of business, each Fund enters into contracts that provide general indemnifications by each Fund to the counterparty to the contract. Each Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against each Fund and, therefore, cannot be estimated; however, based on experience, the risk of loss from such claims is considered remote. Each Fund has determined that none of these arrangements requires disclosure on each Fund’s balance sheet.
Note 3. Fees and Expenses
Investment Adviser – Acuitas Investments, LLC (the “Adviser”) is the investment adviser to the Funds. Pursuant to an investment advisory agreement, the Adviser receives an advisory fee, payable monthly, at an annual rate of 1.20% and 1.40% of the average daily net assets of Acuitas International Small Cap Fund and Acuitas US Microcap Fund, respectively.
Each sub-advisory fee, calculated as a percentage of each Fund’s average daily net assets managed by each subadviser, is paid by the Adviser.
Distribution – Foreside Fund Services, LLC serves as each Fund’s distributor (the “Distributor”). The Funds have adopted a Distribution Plan (the “Plan”) 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. The fees related to these services are included in Fund services fees within the Statements of Operations. Atlantic also provides certain shareholder report production and EDGAR conversion and filing services. Pursuant to an Atlantic services agreement, each Fund pays Atlantic customary fees for its services. Atlantic provides a Principal Executive Officer, a Principal Financial Officer, a Chief Compliance Officer and an Anti-Money Laundering Officer to each Fund, as well as certain additional compliance support functions.
Trustees and Officers – The Trust pays each Independent Trustee an annual fee of $16,000 ($21,000 for the Chairman) for service to the Trust. The Independent Trustees and Chairman may receive additional fees for special Board meetings. The Independent Trustees are also reimbursed for all reasonable out-of-pocket expenses incurred in connection with their duties as Trustees, including travel and related expenses incurred in attending Board meetings. The amount of Independent Trustees’ fees attributable to each Fund is disclosed in the Statements of Operations. Certain officers of the Trust are also officers or employees of the above named service providers, and during their terms of office received no compensation from each Fund.
Note 4. Expense Reimbursement and Fees Waived
The Adviser has contractually agreed to waive its fee and/or reimburse expenses to limit total annual fund operating expenses (excluding all taxes, interest, portfolio transaction expenses, acquired fund fees and expenses, proxy expenses and extraordinary expenses) of Institutional Shares to 1.50% and Investor Shares to 1.75% through November 1, 2019, 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, 2019, 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, 2018, the fees waived and/or reimbursed expenses were as follows:
ACUITAS FUNDS
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2018
| Investment Adviser Fees Waived | Other Waivers | Total Fees Waived and Expenses Reimbursed | ||||||||||
| Acuitas International Small Cap Fund | $ | 116,141 | $ | 6,769 | $ | 122,910 | ||||||
| Acuitas US Microcap Fund | 52,413 | 9,660 | 62,073 | |||||||||
The Adviser may be reimbursed by each Fund for fees waived and expenses reimbursed by the Adviser pursuant to the Expense Cap if such payment is approved by the Board, made within three years of the fee waiver or expense reimbursement, and does not cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the lesser of (i) the then-current expense cap, or (ii) the expense cap in place at the time the fees/expenses were waived/reimbursed. As of December 31, 2018, $690,992 and $300,182 are subject to recapture by the Adviser for the Acuitas International Small Cap Fund and the Acuitas US Microcap Fund, respectively. Other waivers are not eligible for recoupment.
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, 2018, were as follows:
| Purchases | Sales | |||||||
| Acuitas International Small Cap Fund | $ | 23,767,567 | $ | 25,941,226 | ||||
| Acuitas US Microcap Fund | 104,887,896 | 122,578,534 | ||||||
Note 6. Federal Income Tax
As of December 31, 2018, the cost for federal income tax purposes is substantially the same for financial statement purposes and net unrealized appreciation (depreciation) consists of:
| Gross Unrealized Appreciation | Gross Unrealized Depreciation | Net Unrealized Depreciation | ||||||||||
| Acuitas International Small Cap Fund | $ | 936,452 | $ | (6,418,463 | ) | $ | (5,482,011 | ) | ||||
| Acuitas US Microcap Fund | 7,525,574 | (11,599,594 | ) | (4,074,020 | ) | |||||||
As of June 30, 2018, distributable earnings on a tax basis were as follows:
| Undistributed Ordinary Income | Undistributed Long-Term Gain | Capital and Other Losses | Unrealized Appreciation | Total | ||||||||||||||||
| Acuitas International Small Cap Fund | $ | 532,926 | $ | – | $ | (301,763 | ) | $ | 1,307,111 | $ | 1,538,274 | |||||||||
| Acuitas US Microcap Fund | 335,697 | 7,586,662 | – | 20,192,458 | 28,114,817 | |||||||||||||||
The difference between components of distributable earnings on a tax basis and the amounts reflected in the Statements of Assets and Liabilities are primarily due to currency contracts, investments in passive foreign investment companies (“PFIC”) and wash sales in the Acuitas International Small Cap Fund and investments in PFICs, equity return of capital, partnerships, real estate investment trusts and wash sales in the Acuitas US Microcap Fund.
As of June 30, 2018, the Acuitas International Small Cap Fund and Acuitas US Microcap Fund had $301,763 and $0, respectively, of available short-term capital loss carryforwards and $0 and $0, respectively of available long-term capital loss carryforwards that have no expiration date.
Note 7. Recent Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2018-13 “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”) which includes amendments intended to improve the effectiveness of disclosures in the notes to financial statements. For example, ASU 2018-13 includes additional disclosures regarding the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and clarifications to the narrative description of measurement uncertainty disclosures. ASU 2018-13 is effective for interim and annual periods beginning after December 15, 2019. Early adoption is permitted and the Funds have adopted ASU 2018-13 within these financial statements.
ACUITAS FUNDS
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2018
In September 2018, the Securities and Exchange Commission released Final Rule 33-10532 captioned “Disclosure Update and Simplification,” which includes: (i) an amendment to require presentation of the total, rather than the components, of distributable earnings on the Statement of Assets and Liabilities; and (ii) an amendment to require presentation of the total, rather than the components, of distributions to shareholders, except for tax return of capital distributions, on the Statement of Changes in Net Assets. The amendments also removed the requirement for parenthetical disclosure of undistributed net investment income on the Statement of Changes in Net Assets. These changes were effective November 5, 2018. These amendments are reflected in the Funds' financial statements for the period ended December 31, 2018.
Note 8. 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.
ACUITAS FUNDS
ADDITIONAL INFORMATION
DECEMBER 31, 2018
Investment Advisory Agreement Approval
Acuitas International Small Cap Fund (the “Fund”) – Cedar Street Asset Management, LLC.
At the September 13, 2018 Board meeting (the “September meeting”), the Board, including the Independent Trustees, met in person and considered the approval of a new investment subadvisory agreement between the Adviser and Cedar Street Asset Management (“CSAM,” or the “Subadviser”) pertaining to the Fund (the “Subadvisory Agreement”). In preparation for its deliberations at the September meeting, the Board requested and reviewed written responses from the Subadviser to a due diligence questionnaire circulated on the Board's behalf concerning the Subadviser’s personnel, operations, financial condition, performance, compensation, and services to be provided to a portion of the Fund (the “Sleeve”) by the Subadviser. The Board also discussed the materials with Fund/Trustee Counsel and, as necessary, with the Trust's administrator, Atlantic Fund Services. During its deliberations, the Board received an oral presentation from the Adviser and Subadviser and was assisted by the advice of Fund/Trustee Counsel. At the December 6, 2018 Board meeting, the Board, including the Independent Trustees, approved certain revisions to the Subadvisory Agreement.
Nature, Extent and Quality of Services
The Board received a presentation from senior representatives of the Subadviser and the Adviser and discussed the Subadviser’s personnel, operations and financial condition. In this context, the Board considered the adequacy of the Subadviser’s resources and the quality of services to be provided by the Subadviser under the Subadvisory Agreement. The Board reviewed information regarding the experience, qualifications and professional background of the portfolio managers and other personnel at the Subadviser who would have responsibility for the Sleeve. The Board considered the investment philosophy and decision-making processes of those professionals and the capability and integrity of the Subadviser’s senior management and staff. The Board also evaluated the anticipated quality of the Subadviser’s services with respect to regulatory compliance and compliance with client investment policies and restrictions. In addition, the Board took into consideration the Adviser’s recommendation with respect to the Subadviser. The Board noted the Subadviser’s representation that it is financially stable and able to provide investment advisory services to the Fund. The Board concluded that, overall, it was satisfied with the nature, extent, and quality of services to be provided to the Fund by the Subadviser under the Subadvisory Agreement.
Cost of Services and Profitability
The Board noted that the Adviser, and not the Fund, was responsible for paying the subadvisory fees due under the Subadvisory Agreement. The Board considered information regarding the costs of services provided or profits to be realized by the Subadviser from its relationship with the Fund, noting the arm’s-length nature of the relationship between the Adviser and the Subadviser with respect to the negotiation of the subadvisory fee rate that would apply. The Board concluded that the Subadviser’s profitability was not a material factor in determining whether or not to approve the Subadvisory Agreement.
Performance
Recognizing that the Subadviser was new and had not yet managed any portion of the Fund, the Board evaluated the Adviser’s assessment of the Subadviser’s historical performance in managing a strategy similar to the one to be employed for the Sleeve, noting the Adviser had expressed satisfaction with the performance of the Subadviser and that the Adviser had recommended the approval of the Subadvisory Agreement. Based on the Adviser’s evaluation of the Subadviser’s performance and other relevant facts and circumstances, the Board concluded that the Subadviser’s management of the Sleeve could benefit the Fund and its shareholders.
Compensation
The Board reviewed the Subadviser’s proposed compensation for providing subadvisory services to the Fund and noted that, although the subadvisory fee received by the Subadviser would be higher than the subadvisory fee received by DRZ, the total advisory fee paid by the Fund would not change because the subadvisory fees are paid by the Adviser and not the Fund. The Board considered information regarding the proposed compensation to be paid to the Subadviser as a result of its relationship with the Fund, and also noted the arm’s-length nature of the relationship between the Adviser and the Subadviser with respect to the negotiation of the subadvisory fee rate that would apply to the Subadviser. As a result, the Board concluded that the proposed compensation for providing subadvisory services to the Fund was not a material factor in considering the approval of the Subadvisory Agreement.
ACUITAS FUNDS
ADDITIONAL INFORMATION
DECEMBER 31, 2018
Economies of Scale
The Board considered whether the Fund would benefit from any economies of scale with respect to the Subadvisory Agreement. The Board noted that because the Adviser, and not the Fund, pays the subadvisory fee, shareholders would not benefit from any economies of scale in the form of breakpoints in the subadvisory fee rate. Based on the foregoing information and other materials presented, the Board concluded that economies of scale were not a material factor in approving the Subadvisory Agreement.
Other Benefits
The Board noted the Subadviser’s representation that, aside from its contractual subadvisory fees, it does not benefit in a material way from its relationship with the Fund. As a result, other benefits accrued by the Subadviser were not a material factor in approving the Subadvisory Agreement.
Conclusion
The Board did not identify any single factor as being of paramount importance, and different Trustees may have given different weight to different factors; however, in light of the fact that the Fund is a multi-manager Fund for which the Adviser identifies subadvisers whose strategies it seeks to combine to achieve the Fund’s investment objective, the Board gave significant weight to the Adviser’s recommendation that the Subadviser be appointed as a subadviser to the Fund and to the Adviser’s representation that the appointment of the Subadviser would positively contribute to the Adviser successfully executing the overall strategy of the Fund. Based on its review, including consideration of each of the factors referenced above, the Board (including a majority of the Independent Trustees) determined, in the exercise of its reasonable business judgment, that the subadvisory arrangement, as outlined in the Subadvisory Agreement, was fair and reasonable in light of the services to be performed, expenses to be incurred by the Fund and such other matters as the Board considered relevant.
In February 2019, the Adviser and CSAM agreed to terminate the Subadvisery Agreement before CSAM began managing any of the Fund’s assets.
Acuitas International Small Cap Fund (the “Fund”) – Lazard Asset Managements, LLC.
At the September 13, 2018 Board meeting (the “September meeting”), the Board, including the Independent Trustees, met in person and considered the approval of a new investment subadvisory agreement between the Adviser and Lazard Asset Management (“Lazard,” or the “Subadviser”) pertaining to the Fund (the “Subadvisory Agreement”). In preparation for its deliberations, the Board requested and reviewed written responses from the Subadviser to a due diligence questionnaire circulated on the Board's behalf concerning the Subadviser’s personnel, operations, financial condition, performance, compensation, and services to be provided to a portion of the Fund (the “Sleeve”) by the Subadviser. The Board also discussed the materials with Fund/Trustee Counsel and, as necessary, with the Trust's administrator, Atlantic Fund Services. During its deliberations, the Board received an oral presentation from the Adviser and Subadviser and was assisted by the advice of Fund/Trustee Counsel.
Nature, Extent and Quality of Services
The Board received a presentation from senior representatives of the Subadviser and the Adviser and discussed the Subadviser’s personnel, operations and financial condition. In this context, the Board considered the adequacy of the Subadviser’s resources and the quality of services to be provided by the Subadviser under the Subadvisory Agreement. The Board reviewed information regarding the experience, qualifications and professional background of the portfolio managers and other personnel at the Subadviser who would have responsibility for the Sleeve. The Board considered the investment philosophy and decision-making processes of those professionals and the capability and integrity of the Subadviser’s senior management and staff. The Board also evaluated the anticipated quality of the Subadviser’s services with respect to regulatory compliance and compliance with client investment policies and restrictions. In addition, the Board took into consideration the Adviser’s recommendation with respect to the Subadviser. The Board noted the Subadviser’s representation that it is financially stable and able to provide investment advisory services to the Fund. The Board concluded that, overall, it was satisfied with the nature, extent, and quality of services to be provided to the Fund by the Subadviser under the Subadvisory Agreement.
ACUITAS FUNDS
ADDITIONAL INFORMATION
DECEMBER 31, 2018
Costs of Services and Profitability
The Board noted that the Adviser, and not the Fund, was responsible for paying the subadvisory fees due under the Subadvisory Agreement. The Board considered information regarding the costs of services provided or profits to be realized by the Subadviser from its relationship with the Fund, noting the arm’s-length nature of the relationship between the Adviser and the Subadviser with respect to the negotiation of the subadvisory fee rate that would apply. The Board concluded that the Subadviser’s profitability was not a material factor in determining whether or not to approve the Subadvisory Agreement.
Performance
Recognizing that the Subadviser was new and had not yet managed any portion of the Fund, the Board evaluated the Adviser’s assessment of the Subadviser’s historical performance in managing a strategy similar to the one to be employed for the Sleeve, noting the Adviser had expressed satisfaction with the performance of the Subadviser and that the Adviser had recommended the approval of the Subadvisory Agreement. Based on the Adviser’s evaluation of the Subadviser’s performance and other relevant facts and circumstances, the Board concluded that the Subadviser’s management of the Sleeve could benefit the Fund and its shareholders.
Compensation
The Board reviewed the Subadviser’s proposed compensation for providing subadvisory services to the Fund and noted that, although the subadvisory fee received by the Subadviser would be higher than the subadvisory fee received by DRZ, the total advisory fee paid by the Fund would not change because the subadvisory fees are paid by the Adviser and not the Fund. The Board considered information regarding the proposed compensation to be paid to the Subadviser as a result of its relationship with the Fund, and also noted the arm’s-length nature of the relationship between the Adviser and the Subadviser with respect to the negotiation of the subadvisory fee rate that would apply to the Subadviser. As a result, the Board concluded that the proposed compensation for providing subadvisory services to the Fund was not a material factor in considering the approval of the Subadvisory Agreement.
Economies of Scale
The Board considered whether the Fund would benefit from any economies of scale with respect to the Subadvisory Agreement. The Board noted that because the Adviser, and not the Fund, pays the subadvisory fee, shareholders would not benefit from any economies of scale in the form of breakpoints in the subadvisory fee rate. Based on the foregoing information and other materials presented, the Board concluded that economies of scale were not a material factor in approving the Subadvisory Agreement.
Other Benefits
The Board noted the Subadviser’s representation that, aside from its contractual subadvisory fees, it does not benefit in a material way from its relationship with the Fund. As a result, other benefits accrued by the Subadviser were not a material factor in approving the Subadvisory Agreement.
Conclusion
The Board did not identify any single factor as being of paramount importance, and different Trustees may have given different weight to different factors; however, in light of the fact that the Fund is a multi-manager Fund for which the Adviser identifies subadvisers whose strategies it seeks to combine to achieve the Fund’s investment objective, the Board gave significant weight to the Adviser’s recommendation that the Subadviser be appointed as a subadviser to the Fund and to the Adviser’s representation that the appointment of the Subadviser would positively contribute to the Adviser successfully executing the overall strategy of the Fund. Based on its review, including consideration of each of the factors referenced above, the Board (including a majority of the Independent Trustees) determined, in the exercise of its reasonable business judgment, that the subadvisory arrangement, as outlined in the Subadvisory Agreement, was fair and reasonable in light of the services to be performed, expenses to be incurred by the Fund and such other matters as the Board considered relevant.
In February 2019, the Adviser and Lazard agreed to terminate the Subadvisery Agreement before Lazard began managing any of the Fund’s assets.
ACUITAS FUNDS
ADDITIONAL INFORMATION
DECEMBER 31, 2018
Acuitas International Small Cap Fund (the “Fund”) – Pzena Investment Management
At the December 6, 2018 Board meeting (the “December meeting”), the Board, including the Independent Trustees, met in person and considered the approval of a new investment subadvisory agreement between Acuitas Investments, LLC (“Adviser”) and Pzena Investment Management (“Pzena,” or the “Subadviser”) pertaining to the Fund (the “Subadvisory Agreement”). The Subadvisory Agreement was being considered in connection with the anticipated termination of a subadvisory agreement between the Algert Global, LLC (“Algert”) due to the change in Algert’s investment philosophy and characteristics in managing a portion of the Fund (the “Sleeve”). In preparation for its deliberations, the Board requested and reviewed written responses from the Subadviser to a due diligence questionnaire circulated on the Board's behalf concerning the Subadviser’s personnel, operations, financial condition, performance, compensation, and services to be provided to the Sleeve by the Subadviser. The Board also discussed the materials with Fund/Trustee Counsel and, as necessary, with the Trust's administrator, Atlantic Fund Services. During its deliberations, the Board received an oral presentation from the Adviser and Subadviser and was assisted by the advice of Fund/Trustee Counsel.
Nature, Extent and Quality of Services
The Board received a presentation from senior representatives of the Subadviser and the Adviser and discussed the Subadviser’s personnel, operations and financial condition. In this context, the Board considered the adequacy of the Subadviser’s resources and the quality of services to be provided by the Subadviser under the Subadvisory Agreement. The Board reviewed information regarding the experience, qualifications and professional background of the portfolio managers and other personnel at the Subadviser who would have responsibility for the Sleeve. The Board considered the investment philosophy and decision-making processes of those professionals and the capability and integrity of the Subadviser’s senior management and staff. The Board also evaluated the anticipated quality of the Subadviser’s services with respect to regulatory compliance and compliance with client investment policies and restrictions. In addition, the Board took into consideration the Adviser’s recommendation with respect to the Subadviser. The Board noted the Subadviser’s representation that it is financially stable and able to provide investment advisory services to the Fund. The Board concluded that, overall, it was satisfied with the nature, extent, and quality of services to be provided to the Fund by the Subadviser under the Subadvisory Agreement.
Costs of Services and Profitability
The Board noted that the Adviser, and not the Fund, was responsible for paying the subadvisory fees due under the Subadvisory Agreement. The Board considered information regarding the costs of services provided or profits to be realized by the Subadviser from its relationship with the Fund, noting the arm’s-length nature of the relationship between the Adviser and the Subadviser with respect to the negotiation of the subadvisory fee rate that would apply. The Board concluded that the Subadviser’s profitability was not a material factor in determining whether or not to approve the Subadvisory Agreement.
Performance
Recognizing that the Subadviser was new and had not yet managed any portion of the Fund, the Board evaluated the Adviser’s assessment of the Subadviser’s historical performance in managing a strategy similar to the one to be employed for the Sleeve, noting the Adviser had expressed satisfaction with the performance of the Subadviser and that the Adviser had recommended the approval of the Subadvisory Agreement. Based on the Adviser’s evaluation of the Subadviser’s performance and other relevant facts and circumstances, the Board concluded that the Subadviser’s management of the Sleeve could benefit the Fund and its shareholders.
Compensation
The Board reviewed the Subadviser’s proposed compensation for providing subadvisory services to the Fund and noted that, although the subadvisory fee received by the Subadviser would be higher than the subadvisory fee received by Algert, the total advisory fee paid by the Fund would not change because the subadvisory fees are paid by the Adviser and not the Fund. The Board considered information regarding the proposed compensation to be paid to the Subadviser as a result of its relationship with the Fund, and also noted the arm’s-length nature of the relationship between the Adviser and the Subadviser with respect to the negotiation of the subadvisory fee rate that would apply to the Subadviser. As a result, the Board concluded that the proposed compensation for providing subadvisory services to the Fund was not a material factor in considering the approval of the Subadvisory Agreement.
ACUITAS FUNDS
ADDITIONAL INFORMATION
DECEMBER 31, 2018
Economies of Scale
The Board considered whether the Fund would benefit from any economies of scale with respect to the Subadvisory Agreement. The Board noted that because the Adviser, and not the Fund, pays the subadvisory fee, shareholders would not benefit from any economies of scale in the form of breakpoints in the subadvisory fee rate. Based on the foregoing information and other materials presented, the Board concluded that economies of scale were not a material factor in approving the Subadvisory Agreement.
Other Benefits
The Board noted the Subadviser’s representation that, aside from its contractual subadvisory fees, it does not benefit in a material way from its relationship with the Fund. As a result, other benefits accrued by the Subadviser were not a material factor in approving the Subadvisory Agreement.
Conclusion
The Board did not identify any single factor as being of paramount importance, and different Trustees may have given different weight to different factors; however, in light of the fact that the Fund is a multi-manager Fund for which the Adviser identifies subadvisers whose strategies it seeks to combine to achieve the Fund’s investment objective, the Board gave significant weight to the Adviser’s recommendation that the Subadviser be appointed as a subadviser to the Fund and to the Adviser’s representation that the appointment of the Subadviser would positively contribute to the Adviser successfully executing the overall strategy of the Fund. Based on its review, including consideration of each of the factors referenced above, the Board (including a majority of the Independent Trustees) determined, in the exercise of its reasonable business judgment, that the subadvisory arrangement, as outlined in the Subadvisory Agreement, was fair and reasonable in light of the services to be performed, expenses to be incurred by the Fund and such other matters as the Board considered relevant.
In February 2019, the Adviser and Pzena agreed to terminate the Subadvisery Agreement before Pzena began managing any of the Fund’s assets.
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, 2018 through December 31, 2018.
Actual Expenses – The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during the period.
ACUITAS FUNDS
ADDITIONAL INFORMATION
DECEMBER 31, 2018
Hypothetical Example for Comparison Purposes – The second line of the table below provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not each Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in each Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only 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, 2018 | Ending Account Value December 31, 2018 | Expenses Paid During Period* | Annualized Expense Ratio* | |||||||||||||
| Acuitas International Small Cap Fund | ||||||||||||||||
| Actual | $ | 1,000.00 | $ | 785.58 | $ | 6.75 | 1.50 | % | ||||||||
| Hypothetical (5% return before expenses) | $ | 1,000.00 | $ | 1,017.64 | $ | 7.63 | 1.50 | % | ||||||||
| Acuitas US Microcap Fund | ||||||||||||||||
| Actual | $ | 1,000.00 | $ | 813.34 | $ | 7.77 | 1.70 | % | ||||||||
| Hypothetical (5% return before expenses) | $ | 1,000.00 | $ | 1,016.64 | $ | 8.64 | 1.70 | % | ||||||||
| * | Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (184) divided by 365 to reflect the half-year period. |
FOR MORE INFORMATION
Investment Adviser
Acuitas Investments, LLC
520 Pike Street, Suite 1221
Seattle, WA 98101
www.acuitasinvestments.com
Transfer Agent
Atlantic Fund Services, LLC
P.O. Box 588
Portland, ME 04112
www.atlanticfundservices.com
Distributor
Foreside Fund Services, LLC
Three Canal Plaza, Suite 100
Portland, ME 04101
www.foreside.com
Acuitas International Small Cap Fund
Acuitas US Microcap Fund
P.O. Box 588
Portland, ME 04112
(844) 805-5628
This report is submitted for the general information of the shareholders of the Funds. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus, which includes information regarding the Funds’ risks, objectives, fees and expenses, experience of its management, and other information.
220-SAR-1218
| (a) | Included as part of report to shareholders under Item 1. |
| (b) | Not applicable. |
| By | /s/ Jessica Chase | |
| Jessica Chase, Principal Executive Officer | ||
| Date | February 25, 2019 |
| By | /s/ Jessica Chase | |
| Jessica Chase, Principal Executive Officer | ||
| Date | February 25, 2019 |
| By | /s/ Karen Shaw | |
| Karen Shaw, Principal Financial Officer | ||
| Date | February 25, 2019 |