Forum Funds Ii N-CSR Certified annual shareholder report (management investment company)

As filed with the Securities and Exchange Commission on August 25, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number 811-22842

FORUM FUNDS II

Three Canal Plaza, Suite 600

Portland, Maine 04101

Jessica Chase, Principal Executive Officer

Three Canal Plaza, Suite 600

Portland, Maine 04101

207-347-2000

Date of fiscal year end: June 30

Date of reporting period: July 1, 2019 – June 30, 2020

ITEM 1. REPORT TO STOCKHOLDERS.

ACUITAS

US

MICROCAP

FUND

ANNUAL

REPORT

June

30,

2020

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@apexfs.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@apexfs.com,

or

by

contacting

your

financial

intermediary

directly.

Your

election

to

receive

reports

in

paper

will

apply

to

all

of

the

Acuitas

Funds.

TABLE

OF

CONTENTS

A

Message

to

Our

Shareholders

(Unaudited)

2

Performance

Chart

and

Analysis

(Unaudited)

4

Schedule

of

Investments

5

Statement

of

Assets

and

Liabilities

8

Statement

of

Operations

9

Statements

of

Changes

in

Net

Assets

10

Financial

Highlights

11

Notes

to

Financial

Statements

12

Report

of

Independent

Registered

Public

Accounting

Firm

16

Additional

Information

(Unaudited)

17

ACUITAS

US

MICROCAP

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

June

30,

2020

2

Dear

Shareholders:

As

of

June

30,

2020,

the

Acuitas

U.S.

Microcap

Fund’s

(the

“Fund”)

net

asset

value

was

$8.76

per

share

with

total

net

assets

at

$40.5

million.

Calendar

year-to-date,

the

Fund

returned

-20.51%,

compared

to

-11.21%

for

the

Russell

Microcap

Index

(the

“Benchmark”).

This

represents

-9.30%

of

underperformance

vs.

the

Benchmark

so

far

in

2020.

Since

the

July

18,

2014

inception,

the

Fund

has

returned

an

annualized

3.30%,

underperforming

the

Benchmark

return

of

4.51%

by

-121

basis

points

over

the

same

time

period.

For

the

most

recent

month-end

performance,

please

call

(844)

805-5628

.

Performance

data

quoted

represents

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

so

that

an

investor’s

shares,

when

redeemed,

may

be

worth

more

or

less

than

their

original

cost;

and

the

current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

The

Acuitas

U.S.

Microcap

Fund

uses

a

multi-manager

structure

to

invest

in

publicly

traded

domestic

microcap

companies.

We

tend

to

think

of

microcaps

as

stocks

with

market

caps

of

$1

billion

or

less.

The

Fund

invests

in

equity

securities

and

does

not

use

derivative

instruments.

With

the

recent

rapid

recovery

of

U.S.

equities

after

the

large

decline

experienced

in

the

first

quarter,

valuations

within

the

broader

market

and

especially

large

cap

are

looking

substantially

less

attractive.

However,

in

spite

of

microcap’s

outperformance

over

the

broad

market

during

the

second

quarter

of

2020,

microcap

continues

to

look

undervalued

and

extremely

cheap

relative

to

its

own

history.

The

earnings

picture

is

decidedly

unclear

as

many

companies

have

suspended

guidance

given

the

current

environment.

Economic

growth

has

been

dramatically

impacted

with

the

most

visible

shock

to

the

service

sectors

impacted

by

quarantines.

Consumer

sentiment

also

fell

to

its

lowest

level

since

2012

and

unemployment

remains

at

historically

high

levels.

There

are

some

positive

signals

for

the

economy

as

retail

sales

have

been

strong

for

May

and

June

and

June

manufacturing

data

was

better

than

expected,

but

it

will

be

a

challenging

path

forward.

Despite

the

market’s

rapid

recovery,

we

believe

there

is

a

dramatic

disconnect

as

large

stocks

have

recovered

to

pre-crisis

levels

despite

economic

impact

that

is

likely

to

be

longer

lived.

Smaller

stocks

are

still

below

pre-COVID

levels.

From

a

sector

standpoint,

the

biggest

contributors

to

the

Fund

over

the

last

12

months

were

financial

services

and

technology.

The

financial

services

underweight

had

the

most

notable

positive

impact

while

stock

selection

within

technology

also

positively

impacted

performance.

Stock

selection

within

health

care

was

a

drag

on

performance

and

detracted

from

the

Fund’s

relative

performance

versus

the

Index.

Within

health

care,

leading

stocks

were

concentrated

in

companies

with

negative

earnings.

The

Fund’s

significant

underweight

to

health

care

also

detracted

from

performance

over

the

last

12

months.

As

of

June

30,

2020

,

the

Fund’s

sector

allocation,

as

a

percentage

of

common

stock,

were:

Acuitas

US

Microcap

Fund

Russell

Microcap®

Index

Health

Care

23.1%

28.0%

Technology

18.2%

11.8%

Producer

Durables

15.8%

10.7%

Financial

Services

15.7%

26.2%

Consumer

Discretionary

11.4%

11.7%

Materials

and

Processing

10.2%

4.4%

Energy

2.9%

2.8%

Consumer

Staples

2.2%

2.4%

Utilities

0.5%

2.0%

ACUITAS

US

MICROCAP

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

June

30,

2020

3

As

of

June

30,

2020

,

the

10

largest

positions

in

the

Fund,

as

a

percentage

of

common

stock,

were:

With

coronavirus

cases

in

the

U.S.

hitting

record

highs

nearly

every

day,

a

swift

return

to

normal

seems

unlikely.

While

the

past

two

months

have

seen

early

signs

of

economic

recovery,

growth

is

likely

to

stall

going

forward.

Economic

activity

will

be

severely

impacted

by

the

quarantine

from

COVID-19

and

until

we

see

more

effective

therapies,

a

vaccine

or

some

measure

of

herd

immunity

the

timeline

for

economic

recovery

remains

uncertain.

Although

equity

markets

have

quickly

reversed

lows

and

paint

a

rosy

outlook,

widespread

uncertainty

remains.

The

path

ahead

for

markets

is

less

clear,

especially

with

the

November

2020

election

coming

into

view.

As

predicted,

we

have

seen

microcap

lead

cap

tiers

out

of

the

bear

market,

and

while

we

are

happy

to

see

smaller

stocks

recoup

some

of

their

losses,

we

are

heartened

to

see

that

microcap

appears

to

remain

undervalued

compared

to

the

broad

market

and

the

stocks

within

microcap

that

led

were

primarily

non-earners.

As

painful

as

downturns

can

be,

we

are

excited

for

the

investment

opportunity

present

and

hopeful

for

the

shift

in

market

leadership

that

can

emerge

during

times

of

crisis.

While

we

welcome

rising

markets,

the

speed

of

the

recovery

makes

us

nervous

and

we

look

forward

to

the

market

aligning

more

with

our

strengths.

An

optimal

environment

for

Acuitas

on

a

relative

basis

would

include

a

market

that

rewards

quality,

shows

some

volatility

and

generates

flat

to

down

returns.

Regardless

of

the

environment,

we

look

forward

to

a

longer

period

of

time

where

fundamentals

are

rewarded

and

there

is

greater

differentiation

between

active

investment

managers

as

we

think

this

will

help

drive

the

relative

returns

of

our

Fund.

We

thank

you

for

your

continued

support.

Best

Regards,

Christopher

Tessin

IMPORTANT

RISKS

AND

DISCLOSURE:

Equity

stocks

of

microcap

companies

carry

greater

risk,

and

more

volatility

than

equity

stocks

of

larger,

more

established

companies.

There

can

be

no

guarantee

that

any

strategy

(risk

management

or

otherwise)

will

be

successful.

All

investing

involves

risk,

including

potential

loss

of

principal.

The

views

in

this

report

were

those

of

the

Fund

managers

as

of

June

30,

2020

and

may

not

reflect

their

views

on

the

date

this

report

is

first

published

or

any

time

thereafter.

These

views

are

intended

to

assist

shareholders

in

understanding

their

investment

in

the

US

Microcap

Fund

and

do

not

constitute

investment

advice.

This

letter

may

contain

discussions

about

certain

investments

both

held

and

not

held

in

the

portfolio.

All

current

and

future

holdings

are

subject

to

risk

and

to

change.

Name

Weight

Avid

Bioservices,

Inc.

1.7%

UFP

Technologies,

Inc.

1.6%

STAAR

Surgical

Co.

1.6%

SIGA

Technologies,

Inc.

1.6%

Argan,

Inc.

1.5%

Winmark

Corp.

1.5%

IES

Holdings,

Inc.

1.5%

Columbus

McKinnon

Corp.

1.3%

The

Hackett

Group,

Inc.

1.3%

QAD

Inc.,

Class

A

1.2%

ACUITAS

US

MICROCAP

FUND

PERFORMANCE

CHART

AND

ANALYSIS

(Unaudited)

June

30,

2020

4

The

following

chart

reflects

the

change

in

the

value

of

a

hypothetical

$100,000

investment

in

Institutional

Shares,

including

reinvested

dividends

and

distributions,

in

Acuitas

US

Microcap

Fund

(the

“Fund”)

compared

with

the

performance

of

the

benchmark,

Russell

Microcap®

Index

(“Russell

Microcap”),

since

inception.

The

Russell

Microcap

is

an

unmanaged

index

that

measures

the

performance

of

the

microcap

segment

of

the

US

equity

market,

which

consists

of

the

smallest

1,000

securities

in

the

Russell

2000®

Index

and

the

next

1,000

smallest

eligible

securities

by

market

capitalization.

The

total

return

of

the

Russell

Microcap

includes

the

reinvestment

of

dividends

and

income.

The

total

return

of

the

Fund

includes

operating

expenses

that

reduce

returns,

while

the

total

return

of

the

Russell

Microcap

does

not

include

expenses.

The

Fund

is

professionally

managed,

while

the

Russell

Microcap

is

unmanaged

and

is

not

available

for

investment.

Comparison

of

Change

in

Value

of

a

$100,000

Investment

Acuitas

US

Microcap

Fund

vs.

Russell

Microcap

Index

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratios

(gross)

for

Institutional

and

Investor

Shares

are

1.72%

and

1.97%,

respectively.

However,

the

Fund’s

adviser has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

acquired

fund

fees

and

expenses,

proxy

expenses

and

extraordinary

expenses)

to

1.50%

and

1.75%

for

Institutional

and

Investor

Shares,

respectively,

through

November

1,

2021

(the

“Expense

Cap”).

The

Expense

Cap

may

be

raised

or

eliminated

only

with

the

consent

of

the

Board

of

Trustees.

The

adviser

may

be

reimbursed

by

the

Fund

for

fees

waived

and

expenses

reimbursed

by

the

adviser

pursuant

to

the

Expense

Cap

if

such

payment

is

approved

by

the

Board,

made

within

three

years

of

the

fee

waiver

or

expense

reimbursement

and

does

not

cause

the

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

to

exceed

the

lesser

of

(i)

the

then-current

Expense

Cap

and

(ii)

the

Expense

Cap

in

place

at

the

time

the

fees/expenses

were

waived/reimbursed.

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

will

increase

if

exclusions

from

the

Expense

Cap

apply.

Shares

redeemed

or

exchanged

within

60

days

of

purchase

will

be

charged

a

1.00%

redemption

fee.

The

performance

table

and

graph

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

Fund

shares.

Returns

greater

than

one

year

are

annualized.

For

the

most

recent

month-end

performance,

please

call

(844)

805-5628.

Average

Annual

Total

Returns

Periods

Ended

June

30,

2020

One

Year

Three

Year

Five

Year

Since

Inception

07/18/14

Acuitas

US

Microcap

Fund

-12.75%

-2.73%

1.49%

3.30%

Russell

Microcap®

Index

-4.77%

0.85%

2.86%

4.51%

ACUITAS

US

MICROCAP

FUND

SCHEDULE

OF

INVESTMENTS

June

30,

2020

5

See

Notes

to

Financial

Statements.

Shares

Security

Description

Value

Common

Stock

-

96.7%

Communications

-

0.7%

44,110‌

Magnite,

Inc. 

(a)

$

294,214‌

Consumer

Discretionary

-

10.9%

14,675‌

Aspen

Group,

Inc. 

(a)

132,809‌

14,397‌

BJ's

Restaurants,

Inc.

301,473‌

6,489‌

Carriage

Services,

Inc.

117,581‌

5,200‌

elf

Beauty,

Inc. 

(a)

99,164‌

10,993‌

Fluent,

Inc. 

(a)

19,568‌

18,800‌

Green

Brick

Partners,

Inc. 

(a)

222,780‌

5,200‌

Huami

Corp.,

ADR 

(a)

64,272‌

37,052‌

Interface,

Inc.

301,603‌

2,506‌

Kura

Sushi

USA,

Inc.,

Class A 

(a)

35,786‌

11,700‌

Liquidity

Services,

Inc. 

(a)

69,732‌

2,300‌

M/I

Homes,

Inc. 

(a)

79,212‌

1,300‌

Malibu

Boats,

Inc.,

Class A 

(a)

67,535‌

3,100‌

MarineMax,

Inc. 

(a)

69,409‌

10,570‌

Motorcar

Parts

of

America,

Inc. 

(a)

186,772‌

4,316‌

Purple

Innovation,

Inc. 

(a)

77,688‌

6,173‌

QuinStreet,

Inc. 

(a)

64,570‌

5,400‌

Rite

Aid

Corp. 

(a)

92,124‌

27,240‌

Rosetta

Stone,

Inc. 

(a)

459,266‌

3,795‌

Sonic

Automotive,

Inc.

121,098‌

14,721‌

Sportsman's

Warehouse

Holdings,

Inc. 

(a)

209,774‌

8,265‌

The

Children's

Place,

Inc.

309,276‌

57,185‌

Tilly's,

Inc.,

Class A 

(a)

324,239‌

11,753‌

Universal

Technical

Institute,

Inc. 

(a)

81,683‌

7,900‌

US

Auto

Parts

Network,

Inc. 

(a)

68,414‌

7,200‌

Vista

Outdoor,

Inc. 

(a)

104,040‌

3,532‌

Winmark

Corp.

604,820‌

39,230‌

ZAGG,

Inc. 

(a)

123,182‌

4,407,870‌

Consumer

Staples

-

0.9%

1,600‌

Ingles

Markets,

Inc.,

Class A

68,912‌

900‌

John

B

Sanfilippo

&

Son,

Inc.

76,797‌

3,000‌

Seneca

Foods

Corp.,

Class A 

(a)

101,430‌

5,300‌

SpartanNash

Co.

112,625‌

359,764‌

Energy

-

2.8%

9,590‌

Bonanza

Creek

Energy,

Inc. 

(a)

142,124‌

1,890‌

DMC

Global,

Inc.

52,164‌

19,430‌

Geospace

Technologies

Corp. 

(a)

146,113‌

31,129‌

Natural

Gas

Services

Group,

Inc. 

(a)

195,179‌

33,450‌

Newpark

Resources,

Inc. 

(a)

74,593‌

13,000‌

Oil

States

International,

Inc. 

(a)

61,750‌

34,580‌

Par

Pacific

Holdings,

Inc. 

(a)

310,874‌

830‌

Stabilis

Energy,

Inc. 

(a)

1,760‌

22,000‌

SunCoke

Energy,

Inc.

65,120‌

3,829‌

Trecora

Resources 

(a)

24,008‌

51,267‌

VAALCO

Energy,

Inc. 

(a)

63,571‌

1,137,256‌

Financial

Services

-

15.4%

11,300‌

B

Riley

Financial,

Inc.

245,888‌

8,430‌

Benefytt

Technologies,

Inc. 

(a)

172,478‌

15,950‌

Bryn

Mawr

Bank

Corp.

441,177‌

5,400‌

Central

Valley

Community

Bancorp

83,106‌

5,600‌

ConnectOne

Bancorp,

Inc.

90,272‌

43,062‌

CorePoint

Lodging,

Inc.

REIT

181,291‌

20,488‌

Customers

Bancorp,

Inc. 

(a)

246,266‌

4,140‌

Encore

Capital

Group,

Inc. 

(a)

141,505‌

7,860‌

Enova

International,

Inc. 

(a)

116,878‌

5,200‌

Enterprise

Financial

Services

Corp.

161,824‌

6,900‌

Financial

Institutions,

Inc.

128,409‌

10,000‌

First

Foundation,

Inc.

163,400‌

Shares

Security

Description

Value

Financial

Services

-

15.4%

(continued)

8,900‌

First

Internet

Bancorp

$

147,918‌

8,500‌

Forterra,

Inc. 

(a)

94,860‌

16,500‌

Global

Medical

REIT,

Inc.

186,945‌

39,704‌

Great

Elm

Capital

Corp.

169,139‌

4,700‌

HomeStreet,

Inc.

115,667‌

10,250‌

Horizon

Bancorp,

Inc.

109,573‌

2,900‌

I3

Verticals,

Inc.,

Class A 

(a)

87,725‌

3,042‌

James

River

Group

Holdings,

Ltd.

136,890‌

8,100‌

Kearny

Financial

Corp.

66,258‌

11,700‌

Lakeland

Bancorp,

Inc.

133,731‌

10,700‌

Luther

Burbank

Corp.

107,000‌

3,640‌

Marlin

Business

Services

Corp.

30,794‌

29,480‌

Medallion

Financial

Corp. 

(a)

78,122‌

12,283‌

NMI

Holdings,

Inc.,

Class A 

(a)

197,511‌

15,570‌

Northrim

BanCorp,

Inc.

391,430‌

13,200‌

OP

Bancorp

91,080‌

3,988‌

Plymouth

Industrial

REIT,

Inc.

51,046‌

7,087‌

Premier

Financial

Bancorp,

Inc.

90,855‌

10,200‌

Premier

Financial

Corp.

180,234‌

8,900‌

RBB

Bancorp

121,485‌

9,417‌

Redwood

Trust,

Inc.

REIT

65,919‌

5,116‌

Regional

Management

Corp. 

(a)

90,604‌

5,620‌

Stewart

Information

Services

Corp.

182,706‌

3,900‌

Stock

Yards

Bancorp,

Inc.

156,780‌

6,300‌

The

Bancorp,

Inc. 

(a)

61,740‌

8,300‌

The

First

of

Long

Island

Corp.

135,622‌

11,850‌

TriState

Capital

Holdings,

Inc. 

(a)

186,164‌

8,390‌

Veritex

Holdings,

Inc.

148,503‌

1,900‌

Virtus

Investment

Partners,

Inc.

220,951‌

4,400‌

Washington

Trust

Bancorp,

Inc.

144,100‌

5,200‌

West

BanCorp,

Inc.

90,948‌

6,244,794‌

Health

Care

-

22.4%

8,047‌

Aerie

Pharmaceuticals,

Inc. 

(a)

118,774‌

1,240‌

Aldeyra

Therapeutics,

Inc. 

(a)

5,171‌

875‌

Alphatec

Holdings,

Inc. 

(a)

4,112‌

7,500‌

AngioDynamics,

Inc. 

(a)

76,275‌

2,500‌

Anika

Therapeutics,

Inc. 

(a)

94,325‌

7,376‌

AtriCure,

Inc. 

(a)

331,551‌

107,283‌

Avid

Bioservices,

Inc. 

(a)

704,313‌

4,200‌

Avrobio,

Inc. 

(a)

73,290‌

17,100‌

BioCryst

Pharmaceuticals,

Inc. 

(a)

81,481‌

41,600‌

BioDelivery

Sciences

International,

Inc. 

(a)

181,376‌

23,614‌

BioLife

Solutions,

Inc. 

(a)

386,089‌

1,700‌

BioSpecifics

Technologies

Corp. 

(a)

104,176‌

4,566‌

Castle

Biosciences,

Inc. 

(a)

172,092‌

29,800‌

Catalyst

Pharmaceuticals,

Inc. 

(a)

137,676‌

12,300‌

Champions

Oncology,

Inc. 

(a)

117,588‌

32,061‌

ChromaDex

Corp. 

(a)

147,160‌

7,700‌

Collegium

Pharmaceutical,

Inc. 

(a)

134,750‌

18,700‌

Community

Health

Systems,

Inc. 

(a)

56,287‌

2,700‌

Computer

Programs

and

Systems,

Inc.

61,533‌

3,600‌

Cue

Biopharma,

Inc. 

(a)

88,236‌

24,100‌

Cymabay

Therapeutics,

Inc. 

(a)

84,109‌

16,080‌

CytoSorbents

Corp. 

(a)

159,192‌

2,533‌

Esperion

Therapeutics,

Inc. 

(a)

129,968‌

17,947‌

Evolent

Health,

Inc.,

Class A 

(a)

127,783‌

18,539‌

Fennec

Pharmaceuticals,

Inc. 

(a)

154,801‌

10,969‌

Flexion

Therapeutics,

Inc. 

(a)

144,242‌

3,800‌

Fulgent

Genetics,

Inc. 

(a)

60,800‌

4,700‌

GenMark

Diagnostics,

Inc. 

(a)

69,137‌

30,000‌

GlycoMimetics,

Inc. 

(a)

112,800‌

27,100‌

Harvard

Bioscience,

Inc. 

(a)

84,010‌

ACUITAS

US

MICROCAP

FUND

SCHEDULE

OF

INVESTMENTS

June

30,

2020

6

See

Notes

to

Financial

Statements.

Shares

Security

Description

Value

Health

Care

-

22.4%

(continued)

12,359‌

IntriCon

Corp. 

(a)

$

167,094‌

21,800‌

Kadmon

Holdings,

Inc. 

(a)

111,616‌

5,000‌

Kala

Pharmaceuticals,

Inc. 

(a)

52,550‌

6,596‌

Karyopharm

Therapeutics,

Inc. 

(a)

124,928‌

3,700‌

Kura

Oncology,

Inc. 

(a)

60,310‌

24,100‌

MEI

Pharma,

Inc. 

(a)

99,533‌

3,700‌

Meridian

Bioscience,

Inc. 

(a)

86,173‌

53,018‌

MiMedx

Group,

Inc. 

(a)

286,297‌

21,447‌

Misonix,

Inc. 

(a)

291,036‌

7,000‌

Molecular

Templates,

Inc. 

(a)

96,530‌

8,170‌

Myriad

Genetics,

Inc. 

(a)

92,648‌

6,600‌

OraSure

Technologies,

Inc. 

(a)

76,758‌

11,934‌

Organogenesis

Holdings,

Inc. 

(a)

45,827‌

4,658‌

OrthoPediatrics

Corp. 

(a)

203,834‌

8,900‌

Owens

&

Minor,

Inc.

67,818‌

11,000‌

Pfenex,

Inc. 

(a)

91,850‌

6,000‌

Provention

Bio,

Inc. 

(a)

84,660‌

2,558‌

Psychemedics

Corp.

14,069‌

5,728‌

Quanterix

Corp. 

(a)

156,890‌

30,352‌

Quotient,

Ltd. 

(a)

224,605‌

3,688‌

R1

RCM,

Inc. 

(a)

41,121‌

5,300‌

RadNet,

Inc. 

(a)

84,111‌

2,146‌

SeaSpine

Holdings

Corp. 

(a)

22,469‌

106,010‌

SIGA

Technologies,

Inc. 

(a)

626,519‌

10,210‌

STAAR

Surgical

Co. 

(a)

628,323‌

7,000‌

Triple-S

Management

Corp.,

Class B 

(a)

133,140‌

7,500‌

Vanda

Pharmaceuticals,

Inc. 

(a)

85,800‌

1,500‌

Vapotherm,

Inc. 

(a)

61,485‌

7,494‌

Veracyte,

Inc. 

(a)

194,095‌

11,590‌

Vericel

Corp. 

(a)

160,174‌

8,400‌

X4

Pharmaceuticals,

Inc. 

(a)

78,288‌

11,551‌

Xenon

Pharmaceuticals,

Inc. 

(a)

144,850‌

4,761‌

XOMA

Corp. 

(a)

94,077‌

28,100‌

ZIOPHARM

Oncology,

Inc. 

(a)

92,168‌

9,084,743‌

Materials

&

Processing

-

10.7%

7,610‌

AdvanSix,

Inc. 

(a)

89,341‌

6,560‌

Apogee

Enterprises,

Inc.

151,142‌

23,900‌

Armstrong

Flooring,

Inc. 

(a)

71,461‌

24,279‌

BlueLinx

Holdings,

Inc. 

(a)

208,071‌

4,690‌

Chase

Corp.

480,725‌

2,500‌

Clearwater

Paper

Corp. 

(a)

90,325‌

7,200‌

Eldorado

Gold

Corp. 

(a)

69,840‌

5,700‌

Griffon

Corp.

105,564‌

1,700‌

Hawkins,

Inc.

72,386‌

23,288‌

Insteel

Industries,

Inc.

444,102‌

4,700‌

Koppers

Holdings,

Inc. 

(a)

88,548‌

3,900‌

Kraton

Corp. 

(a)

67,392‌

4,800‌

L

B

Foster

Co.,

Class A 

(a)

61,296‌

50,939‌

Landec

Corp. 

(a)

405,475‌

2,600‌

Lawson

Products,

Inc. 

(a)

83,876‌

1,928‌

Materion

Corp.

118,553‌

29,652‌

Northern

Technologies

International

Corp.

236,623‌

6,200‌

Northwest

Pipe

Co. 

(a)

155,434‌

16,900‌

Orion

Energy

Systems,

Inc. 

(a)

58,474‌

20,041‌

Orion

Engineered

Carbons

SA

212,234‌

24,800‌

Rayonier

Advanced

Materials,

Inc. 

(a)

69,688‌

21,900‌

TimkenSteel

Corp. 

(a)

85,191‌

14,886‌

UFP

Technologies,

Inc. 

(a)

655,877‌

16,700‌

US

Silica

Holdings,

Inc.

60,287‌

105,286‌

Venator

Materials

PLC 

(a)

188,462‌

4,330,367‌

Shares

Security

Description

Value

Producer

Durables

-

15.3%

5,493‌

Allied

Motion

Technologies,

Inc.

$

193,903‌

13,060‌

Argan,

Inc.

618,783‌

2,570‌

Barrett

Business

Services,

Inc.

136,544‌

16,595‌

CIRCOR

International,

Inc. 

(a)

422,841‌

15,875‌

Columbus

McKinnon

Corp.

531,019‌

23,966‌

Covenant

Transportation

Group,

Inc.,

Class A 

(a)

345,829‌

7,336‌

CRA

International,

Inc.

289,772‌

6,756‌

Cryoport,

Inc. 

(a)

204,369‌

20,800‌

DHT

Holdings,

Inc.

106,704‌

3,920‌

Ducommun,

Inc. 

(a)

136,690‌

19,400‌

Great

Lakes

Dredge

&

Dock

Corp. 

(a)

179,644‌

9,143‌

Harsco

Corp. 

(a)

123,522‌

82,167‌

Hill

International,

Inc. 

(a)

124,894‌

25,934‌

IES

Holdings,

Inc. 

(a)

600,891‌

1,492‌

Kornit

Digital,

Ltd. 

(a)

79,643‌

5,499‌

Mobile

Mini,

Inc.

162,220‌

6,949‌

Patriot

Transportation

Holding,

Inc.

58,789‌

40,251‌

Perceptron,

Inc. 

(a)

133,231‌

4,400‌

Powell

Industries,

Inc.

120,516‌

93,091‌

Radiant

Logistics,

Inc. 

(a)

365,848‌

13,800‌

Sharps

Compliance

Corp. 

(a)

97,014‌

3,384‌

Systemax,

Inc.

69,507‌

37,871‌

The

Hackett

Group,

Inc.

512,773‌

12,100‌

Titan

Machinery,

Inc. 

(a)

131,406‌

13,300‌

TransAct

Technologies,

Inc.

60,914‌

3,400‌

Vectrus,

Inc. 

(a)

167,042‌

2,650‌

Vishay

Precision

Group,

Inc. 

(a)

65,137‌

2,500‌

VSE

Corp.

78,475‌

50,700‌

Westport

Fuel

Systems,

Inc. 

(a)

62,868‌

6,180,788‌

Technology

-

17.1%

11,980‌

ADTRAN,

Inc.

130,940‌

16,360‌

Agilysys,

Inc. 

(a)

293,498‌

14,004‌

Airgain,

Inc. 

(a)

150,403‌

18,097‌

Akoustis

Technologies,

Inc. 

(a)

150,024‌

2,349‌

Axcelis

Technologies,

Inc. 

(a)

65,420‌

7,900‌

Calix,

Inc. 

(a)

117,710‌

16,400‌

Celestica,

Inc. 

(a)

112,012‌

5,293‌

Cerence,

Inc. 

(a)

216,166‌

3,200‌

CEVA,

Inc. 

(a)

119,744‌

6,600‌

ChannelAdvisor

Corp. 

(a)

104,544‌

26,225‌

Digital

Turbine,

Inc. 

(a)

329,648‌

3,100‌

Domo,

Inc. 

(a)

99,727‌

33,428‌

eGain

Corp. 

(a)

371,385‌

2,588‌

EverQuote,

Inc. 

(a)

150,518‌

4,767‌

GAN,

Ltd. 

(a)

121,320‌

18,603‌

Ichor

Holdings,

Ltd. 

(a)

494,468‌

1,700‌

Insight

Enterprises,

Inc. 

(a)

83,640‌

6,373‌

Key

Tronic

Corp. 

(a)

33,458‌

10,000‌

Kimball

Electronics,

Inc. 

(a)

135,400‌

43,502‌

Limelight

Networks,

Inc. 

(a)

320,175‌

3,680‌

LivePerson,

Inc. 

(a)

152,462‌

11,300‌

MagnaChip

Semiconductor

Corp. 

(a)

116,390‌

7,900‌

Mitek

Systems,

Inc. 

(a)

75,919‌

36,773‌

MiX

Telematics,

Ltd.,

ADR

317,351‌

22,880‌

NeoPhotonics

Corp. 

(a)

203,174‌

4,248‌

Onto

Innovation,

Inc. 

(a)

144,602‌

2,823‌

Perficient,

Inc. 

(a)

101,007‌

42,644‌

Photronics,

Inc. 

(a)

474,628‌

12,124‌

QAD,

Inc.,

Class A

500,479‌

6,003‌

Radware,

Ltd. 

(a)

141,611‌

9,614‌

Red

Violet,

Inc. 

(a)

169,591‌

ACUITAS

US

MICROCAP

FUND

SCHEDULE

OF

INVESTMENTS

June

30,

2020

7

See

Notes

to

Financial

Statements.

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

as

of

June

30,

2020. 

The

inputs

or

methodology

used

for

valuing

securities

are

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

For

more

information

on

valuation

inputs,

and

their

aggregation

into

the

levels

used

in

the

table

below,

please

refer

to

the

Security

Valuation

section

in

Note

2

of

the

accompanying

Notes

to

Financial

Statements.

The

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.

Shares

Security

Description

Value

Technology

-

17.1%

(continued)

28,400‌

SeaChange

International,

Inc. 

(a)

$

42,884‌

5,726‌

ShotSpotter,

Inc. 

(a)

144,295‌

2,800‌

SMART

Global

Holdings,

Inc. 

(a)

76,104‌

5,449‌

Smith

&

Wesson

Brands,

Inc. 

(a)

117,263‌

13,800‌

Smith

Micro

Software,

Inc. 

(a)

61,548‌

7,363‌

TESSCO

Technologies,

Inc.

40,497‌

4,900‌

Ultra

Clean

Holdings,

Inc. 

(a)

110,887‌

2,282‌

Upland

Software,

Inc. 

(a)

79,322‌

7,900‌

Veeco

Instruments,

Inc. 

(a)

106,571‌

4,275‌

Virtusa

Corp. 

(a)

138,809‌

6,915,594‌

Utilities

-

0.5%

1,100‌

Anterix,

Inc. 

(a)

49,874‌

1,324‌

Boingo

Wireless,

Inc. 

(a)

17,636‌

1,000‌

Middlesex

Water

Co.

67,180‌

1,400‌

Unitil

Corp.

62,748‌

197,438‌

Total

Common

Stock

(Cost

$38,643,148)

39,152,828‌

Shares

Security

Description

Value

Money

Market

Fund

-

2.7%

1,075,976‌

BlackRock

Liquidity

Funds

FedFund

Portfolio,

Institutional

Shares,

0.09% 

(b)

(Cost

$1,075,976)

1,075,976‌

Investments,

at

value

-

99.4%

(Cost

$39,719,124)

$

40,228,804‌

Other

Assets

&

Liabilities,

Net

-

0.6%

254,484‌

Net

Assets

-

100.0%

$

40,483,288‌

ADR

American

Depositary

Receipt

PLC

Public

Limited

Company

REIT

Real

Estate

Investment

Trust

(a)

Non-income

producing

security.

(b)

Dividend

yield

changes

daily

to

reflect

current

market

conditions.

Rate

was

the

quoted

yield

as

of

June

30,

2020.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

39,152,828‌

Level

2

-

Other

Significant

Observable

Inputs

1,075,976‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

40,228,804‌

PORTFOLIO

HOLDINGS

(Unaudited)

%

of

Total

Investments

Communications

0.7‌%

Consumer

Discretionary

10.9‌%

Consumer

Staples

0.9‌%

Energy

2.8‌%

Financial

Services

15.5‌%

Health

Care

22.6‌%

Materials

&

Processing

10.8‌%

Producer

Durables

15.4‌%

Technology

17.2‌%

Utilities

0.5‌%

Money

Market

Fund

2.7‌%

100.0‌%

ACUITAS

US

MICROCAP

FUND

STATEMENT

OF

ASSETS

AND

LIABILITIES

June

30,

2020

8

See

Notes

to

Financial

Statements.

*

Shares

redeemed

or

exchanged

within

60

days

of

purchase

are

charged

a

1.00%

redemption

fee.

ASSETS

Investments,

at

value

(Cost

$39,719,124)

$

40,228,804‌

Receivables:

Fund

shares

sold

2,695‌

Investment

securities

sold

7,360,064‌

Dividends

26,581‌

From

investment

adviser

8,033‌

Prepaid

expenses

27,242‌

Total

Assets

47,653,419‌

LIABILITIES

Payables:

Investment

securities

purchased

7,101,959‌

Fund

shares

redeemed

14,019‌

Accrued

Liabilities:

Fund

services

fees

12,399‌

Other

expenses

41,754‌

Total

Liabilities

7,170,131‌

NET

ASSETS

$

40,483,288‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

54,474,067‌

Distributable

earnings

(13,990,779‌)

NET

ASSETS

$

40,483,288‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

Institutional

Shares

4,623,539‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE*

Institutional

Shares

(based

on

net

assets

of

$40,483,288)

$

8.76‌

ACUITAS

US

MICROCAP

FUND

STATEMENT

OF

OPERATIONS

YEAR

ENDED

JUNE

30,

2020

9

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$5,121)

$

802,969‌

Total

Investment

Income

802,969‌

EXPENSES

Investment

adviser

fees

916,071‌

Fund

services

fees

184,124‌

Shareholder

service

fees

64,774‌

Custodian

fees

25,403‌

Registration

fees

20,036‌

Professional

fees

45,664‌

Trustees'

fees

and

expenses

13,102‌

Other

expenses

63,693‌

Total

Expenses

1,332,867‌

Fees

waived

(220,709‌)

Net

Expenses

1,112,158‌

NET

INVESTMENT

LOSS

(309,189‌)

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

(loss)

on:

Investments

(11,493,318‌)

Foreign

currency

transactions

41‌

Net

realized

loss

(11,493,277‌)

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments

(2,702,789‌)

Foreign

currency

translations

(9‌)

Net

change

in

unrealized

appreciation

(depreciation)

(2,702,798‌)

NET

REALIZED

AND

UNREALIZED

LOSS

(14,196,075‌)

DECREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

(14,505,264‌)

ACUITAS

US

MICROCAP

FUND

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

10

See

Notes

to

Financial

Statements.

For

the

Years

Ended

June

30,

2020

2019

OPERATIONS

Net

investment

loss

$

(309,189‌)

$

(721,019‌)

Net

realized

gain

(loss)

(11,493,277‌)

6,624,145‌

Net

change

in

unrealized

appreciation

(depreciation)

(2,702,798‌)

(17,327,014‌)

Decrease

in

Net

Assets

Resulting

from

Operations

(14,505,264‌)

(11,423,888‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

Institutional

Shares

(76,614‌)

(16,940,075‌)

Total

Distributions

Paid

(76,614‌)

(16,940,075‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares:

Institutional

Shares

10,600,855‌

17,861,183‌

Reinvestment

of

distributions:

Institutional

Shares

76,603‌

16,893,918‌

Redemption

of

shares:

Institutional

Shares

(33,277,864‌)

(37,069,514‌)

Redemption

fees:

Institutional

Shares

2,453‌

2,330‌

Decrease

in

Net

Assets

from

Capital

Share

Transactions

(22,597,953‌)

(2,312,083‌)

Decrease

in

Net

Assets

(37,179,831‌)

(30,676,046‌)

NET

ASSETS

Beginning

of

Year

77,663,119‌

108,339,165‌

End

of

Year

$

40,483,288‌

$

77,663,119‌

SHARE

TRANSACTIONS

Sale

of

shares:

Institutional

Shares

1,230,179‌

1,699,846‌

Reinvestment

of

distributions:

Institutional

Shares

7,073‌

1,799,139‌

Redemption

of

shares:

Institutional

Shares

(4,343,714‌)

(3,412,468‌)

Increase

(Decrease)

in

Shares

(3,106,462‌)

86,517‌

ACUITAS

US

MICROCAP

FUND

FINANCIAL

HIGHLIGHTS

11

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

year

.

For

the

Years

Ended

June

30,

2020

2019

2018

2017

2016

INSTITUTIONAL

SHARES

NET

ASSET

VALUE,

Beginning

of

Year

$

10.05‌

$

14.17‌

$

12.57‌

$

10.38‌

$

11.27‌

INVESTMENT

OPERATIONS

Net

investment

loss

(a)

(0.05‌)

(0.09‌)

(0.12‌)

(0.09‌)

(0.08‌)

Net

realized

and

unrealized

gain

(loss)

(1.23‌)

(1.46‌)

2.19‌

2.39‌

(0.41‌)

Total

from

Investment

Operations

(1.28‌)

(1.55‌)

2.07‌

2.30‌

(0.49‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

realized

gain

(0.01‌)

(2.57‌)

(0.47‌)

(0.11‌)

(0.40‌)

Total

Distributions

to

Shareholders

(0.01‌)

(2.57‌)

(0.47‌)

(0.11‌)

(0.40‌)

REDEMPTION

FEES(a)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

NET

ASSET

VALUE,

End

of

Year

$

8.76‌

$

10.05‌

$

14.17‌

$

12.57‌

$

10.38‌

TOTAL

RETURN

(12.75‌)%

(9.68‌)%

16.77‌%

22.21‌%

(4.27‌)%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000s

omitted)

$

40,483‌

$

77,663‌

$

108,339‌

$

87,690‌

$

66,156‌

Ratios

to

Average

Net

Assets:

Net

investment

loss

(0.47‌)%

(0.78‌)%

(0.91‌)%

(0.78‌)%

(0.80‌)%

Net

expenses

1.70‌%

1.70‌%

1.70‌%

1.70‌%

1.70‌%

Gross

expenses

(c)

2.03‌%

1.87‌%

1.80‌%

1.86‌%

2.04‌%

PORTFOLIO

TURNOVER

RATE

74‌%

108‌%

48‌%

50‌%

52‌%

footertext

(a)

Calculated

based

on

average

shares

outstanding

during

each

year.

(b)

Less

than

$0.01

per

share.

(c)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

ACUITAS

US

MICROCAP

FUND

NOTES

TO

FINANCIAL

STATEMENTS

June

30,

2020

12

Organization

The

Acuitas

US

Microcap

Fund

(the

“Fund”)

is

a

diversified

portfolio

of

Forum

Funds

II

(the

“Trust”).

The

Trust

is

a

Delaware

statutory

trust

that

is

registered

as

an

open-end,

management

investment

company

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“Act”).

Under

its

Trust

Instrument,

the

Trust

is

authorized

to

issue

an

unlimited

number

of

the

Fund’s

shares

of

beneficial

interest

without

par

value.

The

Fund

currently

offers

two

classes

of

shares:

Institutional

Shares

and

Investor

Shares.

As

of

June

30,

2020,

Investor

Shares

had

not

commenced

operations.

The

Fund

seeks

capital

appreciation.

The

Fund

commenced

operations

on

July

18,

2014.

Summary

of

Significant

Accounting

Policies

The

Fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

under

Financial

Accounting

Standards

Board

(“FASB”)

Accounting

Standards

Codification

(“ASC”)

Topic

946,

“Financial

Services

–

Investment

Companies.”

These

financial

statements

are

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(“GAAP”),

which

require

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities,

the

disclosure

of

contingent

liabilities

at

the

date

of

the

financial

statements,

and

the

reported

amounts

of

increases

and

decreases

in

net

assets

from

operations

during

the

fiscal

year.

Actual

amounts

could

differ

from

those

estimates.

The

following

summarizes

the

significant

accounting

policies

of

the

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.

The

Fund

values

its

investments

at

fair

value

pursuant

to

procedures

adopted

by

the

Trust’s

Board

of

Trustees

(the“Board”)

if

(1)

market

quotations

are

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

the

Fund’s

registration

statement,

performs

certain

functions

as

they

relate

to

the

administration

and

oversight

of

the

Fund’s

valuation

procedures.

Under

these

procedures,

the

Valuation

Committee

convenes

on

a

regular

and

ad

hoc

basis

to

review

such

investments

and

considers

a

number

of

factors,

including

valuation

methodologies

and

significant

unobservable

inputs,

when

arriving

at

fair

value.

The

Valuation

Committee

may

work

with

the

Adviser

to

provide

valuation

inputs.

In

determining

fair

valuations,

inputs

may

include

market-based

analytics

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

the

Fund’s

investments.

These

inputs

are

summarized

in

the

three

broad

levels

listed

below:

Level

1

-

Quoted

prices

in

active

markets

for

identical

assets

and

liabilities.

Level

2

-

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

a

pricing

service

and

ACUITAS

US

MICROCAP

FUND

NOTES

TO

FINANCIAL

STATEMENTS

June

30,

2020

13

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

the

Fund’s

own

assumptions

in

determining

the

fair

value

of

investments).

The

aggregate

value

by

input

level,

as

of

June

30,

2020,

for

the

Fund’s

investments

is

included

at

the

end

of

the

Fund’s

Schedule

of

Investments.

Security

Transactions,

Investment

Income

and

Realized

Gain

and

Loss

–

Investment

transactions

are

accounted

for

on

the

trade

date.

Dividend

income

is

recorded

on

the

ex-dividend

date.

Interest

income

is

recorded

on

an

accrual

basis.

Premium

is

amortized

to

the

next

call

date

above

par

and

discount

is

accreted

to

maturity

using

the

effective

interest

method.

Identified

cost

of

investments

sold

is

used

to

determine

the

gain

and

loss

for

both

financial

statement

and

federal

income

tax

purposes.

Distributions

to

Shareholders

–

The

Fund

declares

any

dividends

from

net

investment

income

and

pays

them

annually.

Any

net

capital

gains

realized

by

the

Fund

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

the

Fund,

timing

differences

and

differing

characterizations

of

distributions

made

by

the

Fund.

Federal

Taxes

–

The

Fund

intends

to

continue

to

qualify

each

year

as

a

regulated

investment

company

under

Subchapter

M

of

Chapter

1,

Subtitle

A,

of

the

Internal

Revenue

Code

of

1986,

as

amended

(“Code”),

and

to

distribute

all

of

its

taxable

income

to

shareholders.

In

addition,

by

distributing

in

each

calendar

year

substantially

all

of

its

net

investment

income

and

capital

gains,

if

any,

the

Fund

will

not

be

subject

to

a

federal

excise

tax.

Therefore,

no

federal

income

or

excise

tax

provision

is

required.

The

Fund

files

a

U.S.

federal

income

and

excise

tax

return

as

required.

The

Fund’s

federal

income

tax

returns

are

subject

to

examination

by

the

Internal

Revenue

Service

for

a

period

of

three

fiscal

years

after

they

are

filed.

As

of

June

30,

2020,

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.

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

the

Fund

to

help

offset

transaction

costs.

The

fee

is

accounted

for

as

an

addition

to

paid-in

capital.

The

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

Fund,

if

any,

are

reflected

on

the

Statements

of

Changes

in

Net

Assets.

Commitments

and

Contingencies

–

In

the

normal

course

of

business,

the

Fund

enters

into

contracts

that

provide

general

indemnifications

by

the

Fund

to

the

counterparty

to

the

contract.

The

Fund’s

maximum

exposure

under

these

arrangements

is

dependent

on

future

claims

that

may

be

made

against

the

Fund

and,

therefore,

cannot

be

estimated;

however,

based

on

experience,

the

risk

of

loss

from

such

claims

is

considered

remote.

The

Fund

has

determined

that

none

of

these

arrangements

requires

disclosure

on

the

Fund’s

balance

sheet.

Fees

and

Expenses

Investment

Adviser

–

Acuitas

Investments,

LLC

(the

“Adviser”)

is

the

investment

Adviser

to

the

Fund.

Pursuant

to

an

investment

advisory

agreement,

the

Adviser

receives

an

advisory

fee,

payable

monthly,

from

the

Fund

at

an

annual

rate

of

1.25%

of

the

Fund’s

average

daily

net

assets.

Prior

to

June

30,

2020,

the

Adviser

received

an

advisory

fee

from

the

Fund

at

an

annual

rate

of

1.40%.

The

sub-advisory

fee,

calculated

as

a

percentage

of

the

Fund’s

average

daily

net

assets

managed

by

the

subadviser,

is

paid

by

the

Adviser.

ACUITAS

US

MICROCAP

FUND

NOTES

TO

FINANCIAL

STATEMENTS

June

30,

2020

14

Distribution

–

Foreside

Fund

Services,

LLC

serves

as

the

Fund’s

distributor

(the

“Distributor”).

The

Fund

has

adopted

a

Distribution

Plan

(the

“Plan”)

for

Investor

Shares

in

accordance

with

Rule

12b-1

of

the

Act.

Under

the

Plan,

the

Fund

pays

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,

a

wholly

owned

subsidiary

of

Apex

US

Holdings,

LLC

(d/b/a

Apex

Fund

Services)

(“Apex”)

or

their

affiliates.

Currently,

Investor

Shares

are

not

offered

for

sale,

therefore

the

Fund

is

not

currently

paying

12b-1

fees.

Other

Service

Providers

–

Apex

provides

fund

accounting,

fund

administration,

compliance

and

transfer

agency

services

to

the

Fund.

The

fees

related

to

these

services

are

included

in

Fund

services

fees

within

the

Statement

of

Operations.

Apex

also

provides

certain

shareholder

report

production

and

EDGAR

conversion

and

filing

services.

Pursuant

to

an

Apex

Services

Agreement,

the

Fund

pays

Apex

customary

fees

for

its

services.

Apex

provides

a

Principal

Executive

Officer,

a

Principal

Financial

Officer,

a

Chief

Compliance

Officer

and

an

Anti-Money

Laundering

Officer

to

the

Fund,

as

well

as

certain

additional

compliance

support

functions.

Trustees

and

Officers

–

The

Trust

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

the

Fund

is

disclosed

in

the

Statement

of

Operations.

Certain

officers

of

the

Trust

are

also

officers

or

employees

of

the

above

named

service

providers,

and

during

their

terms

of

office

received

no

compensation

from

the

Fund.

Expense

Reimbursement

and

Fees

Waived

The

Adviser

has

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

1.50%

and

Investor

Shares

to

1.75%

through

November

1,

2020.

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

year

ended

June

30,

2020,

the

fees

waived

and/or

reimbursed

expenses

were

as

follows:

*

Prior

to

November

1,

2019,

the

Adviser

had

contractually

agreed

to

waive

a

portion

of

its

fee

and/or

reimburse

Fund

expenses

to

limit

Total

Annual

Fund

Operation

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

acquired

fund

fees

and

expenses,

proxy

expenses

and

extraordinary

expenses)

to

1.70%

and

1.95%

for

Institutional

and

Investor

Shares,

respectively.

The

Adviser

may

be

reimbursed

by

the

Fund

for

fees

waived

and

expenses

reimbursed

by

the

Adviser

pursuant

to

the

Expense

Cap

if

such

payment

is

approved

by

the

Board,

made

within

three

years

of

the

fee

waiver

or

expense

reimbursement,

and

does

not

cause

the

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

to

exceed

the

lesser

of

(

i

)

the

then-

current

expense

cap

and

(ii)

the

expense

cap

in

place

at

the

time

the

fees/expenses

were

waived/reimbursed.

As

of

June

30,

2020,

$419,635

is

subject

to

recapture

by

the

Adviser.

Other

waivers

are

not

eligible

for

recoupment.

Security

Transactions

The

cost

of

purchases

and

proceeds

from

sales

of

investment

securities

(including

maturities),

other

than

short-term

investments

during

the

year

ended

June

30,

2020,

totaled

$46,690,755

and

$69,005,972,

respectively.

Investment

Adviser

Fees

Waived

Other

Waivers

Total

Fees

Waived

and

Expenses

Reimbursed

Acuitas

US

Microcap

Fund*

$

200,668‌

$

20,041‌

$

220,709‌

ACUITAS

US

MICROCAP

FUND

NOTES

TO

FINANCIAL

STATEMENTS

June

30,

2020

15

Federal

Income

Tax

As

of

June

30,

2020,

the

cost

for

federal

income

tax

purposes

is

and

the

components

of

net

unrealized

depreciation

consists

of:

Distributions

paid

during

the

fiscal

years

ended

as

noted

were

characterized

for

tax

purposes

as

follows:

As

of

June

30,

2020,

distributable

earnings

on

a

tax

basis

were

as

follows:

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

investments

in

equity

return

of

capital,

real

estate

investment

trusts,

late

year

ordinary

losses

and

wash

sales.

For

tax

purposes,

the

deferred

late

year

ordinary

loss

was

$103,475

for

the

Fund

(realized

during

the

period

January

1,

2020

through

June

30,

2020).

This

loss

will

be

recognized

for

tax

purposes

on

the

first

business

day

of

the

Fund’s

current

fiscal

year,

July

1,

2020.

As

of

June

30,

2020,

the

Acuitas

US

Microcap

Fund

had

$8,186,432

of

available

short-term

capital

loss

carryforwards

and

$4,027,078

of

available

long-term

capital

loss

carryforwards

that

have

no

expiration

date.

On

the

Statements

of

Assets

and

Liabilities,

as

a

result

of

permanent

book

to

tax

differences,

certain

amounts

have

been

reclassified

for

the

year

ended

June

30,

2020.

The

following

reclassifications

were

the

result

of

unused

net

investment

losses

and

taxable

distributions

in

excess

of

earnings

and

have

no

impact

on

the

net

assets

of

the

Fund.

Subsequent

Events

Management

is

currently

evaluating

the

recent

introduction

of

the

COVID-19

virus

and

its

impact

on

the

financial

services

industry

and

has

concluded

that

while

it

is

reasonably

possible

that

the

virus

could

have

a

negative

effect

on

the

fair

value

of

the

Fund's

investments

and

results

of

operations,

the

specific

impact

is

not

readily

determinable

as

of

the

date

of

these

financial

statements.

The

financial

statements

do

not

include

any

adjustments

that

might

result

from

the

outcome

of

this

uncertainty.

Tax

Cost

of

Investments

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Depreciation

Acuitas

US

Microcap

Fund

$

41,902,598‌

$

3,273,741‌

$

(4,947,535‌)

$

(1,673,794‌)

Ordinary

Income

Long-Term

Capital

Gain

Total

Acuitas

US

Microcap

Fund

2020

$

–‌

$

76,614‌

$

76,614‌

2019

335,697‌

16,604,378‌

16,940,075‌

Capital

and

Other

Losses

Unrealized

Depreciation

Total

Acuitas

US

Microcap

Fund

$

(12,316,985‌)

$

(1,673,794‌)

$

(13,990,779‌)

Distributable

Earnings

Paid-in-Capital

Acuitas

US

Microcap

Fund

$

638,645‌

$

(638,645‌)

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

16

To

the

Board

of

Trustees

of

Forum

Funds

II

and

the

Shareholders

of

Acuitas

US

Microcap

Fund

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities

of

Acuitas

US

Microcap

Fund,

a

series

of

shares

of

beneficial

interest

in

Forum

Funds

II

(the

“

Fund

”

),

including

the

schedule

of

investments,

as

of

June

30,

2020,

and

the

related

statement

of

operations

for

the

year

then

ended,

the

statements

of

changes

in

net

assets

for

each

of

the

years

in

the

two-year

period

then

ended

and

the

financial

highlights

for

each

of

the

years

in

the

five-year

period

then

ended,

and

the

related

notes

(collectively

referred

to

as

the

“

financial

statements

”

).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

as

of

June

30,

2020,

and

the

results

of

its

operations

for

the

year

then

ended,

the

changes

in

its

net

assets

for

each

of

the

years

in

the

two-year

period

then

ended

and

its

financial

highlights

for

each

of

the

years

in

the

five-year

period

then

ended,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund's

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(

“

PCAOB

”

)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

law

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audits

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

The

Fund

is

not

required

to

have,

nor

were

we

engaged

to

perform,

an

audit

of

its

internal

control

over

financial

reporting.

As

part

of

our

audits

we

are

required

to

obtain

an

understanding

of

internal

control

over

financial

reporting

but

not

for

the

purpose

of

expressing

an

opinion

on

the

effectiveness

of

the

Fund’s

internal

control

over

financial

reporting.

Accordingly,

we

express

no

such

opinion.

Our

audits

included

performing

procedures

to

assess

the

risk

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

June

30,

2020

by

correspondence

with

the

custodian,

brokers

or

by

other

appropriate

auditing

procedures

where

replies

from

brokers

were

not

received.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

BBD,

LLP

We

have

served

as

the

auditor

of

one

or

more

of

the

Funds

in

the

Forum

Funds

II

since

2013.

Philadelphia,

Pennsylvania

August

21

,

2020

ACUITAS

US

MICROCAP

FUND

ADDITIONAL

INFORMATION

(Unaudited)

June

30,

2020

17

Investment

Advisory

Agreement

Approval

Acuitas

US

Microcap

Fund

(“Microcap

Fund”)

(the

“Fund”)

At

the

June

24,

2020

Board

meeting

(the

“June

meeting”),

the

Board,

including

the

Independent

Trustees,

met

via

videoconference

and

considered

the

approval

of

the

continuance

of

the

investment

advisory

agreement

between

Acuitas

Investments,

LLC

(the

“Adviser”)

and

the

Trust

pertaining

to

the

Fund

(the

“Advisory

Agreement”)

and

the

subadvisory

agreements

between

the

Adviser

and

each

of

AltraVue

Capital,

LLC;

ClariVest

Asset

Management,

LLC;

and

Meros

Investment

Management,

L.P.

(each

a

“Subadviser”)

(the

“Subadvisory

Agreements”).

In

preparation

for

the

June

meeting,

the

Board

was

presented

with

a

range

of

information

to

assist

in

its

deliberations.

The

Board

requested

and

reviewed

written

responses

from

the

Adviser

and

each

Subadviser

to

a

letter

circulated

on

the

Board’s

behalf

concerning

the

personnel,

operations,

financial

condition,

performance,

and

services

provided

to

the

Fund

by

the

Adviser

and

each

of

the

respective

Subadvisers.

During

its

deliberations,

the

Board

received

an

oral

presentation

from

the

Adviser

and

discussed

the

materials

with

the

Adviser,

independent

legal

counsel

to

the

Independent

Trustees

(“Independent

Legal

Counsel”),

and,

as

necessary,

with

the

Trust’s

administrator.

The

Independent

Trustees

also

met

in

executive

session

with

Independent

Legal

Counsel

while

deliberating.

At

the

June

meeting,

the

Board

reviewed,

among

other

matters,

the

topics

discussed

below.

Nature,

Extent

and

Quality

of

Services

Based

on

written

materials

received

and

the

presentation

from

senior

representatives

of

the

Adviser

regarding

the

personnel,

operations,

and

financial

condition

of

the

Adviser

and

each

Subadviser,

the

Board

considered

the

quality

of

services

provided

by

the

Adviser

under

the

Advisory

Agreement

and

by

each

Subadviser

under

the

respective

Subadvisory

Agreement.

In

this

regard,

the

Board

considered

information

regarding

the

experience,

qualifications

and

professional

background

of

the

portfolio

managers

and

other

personnel

at

the

Adviser

and

each

Subadviser

with

principal

responsibility

for

the

Fund’s

investments;

the

investment

philosophy

and

decision-making

process

of

the

Adviser’s

and

Subadvisers’

investment

professionals;

the

quality

of

the

Adviser’s

and

Subadvisers’

services

with

respect

to

regulatory

compliance;

and

the

Adviser’s

and

each

Subadviser’s

representations

that

each

firm

is

in

stable

financial

condition

to

allow

each

firm

to

provide

quality

advisory

services

to

the

Fund.

The

Board

also

considered

the

Adviser’s

analysis

of

and

recommendation

to

approve

the

continuance

of

the

Subadvisory

Agreements

with

the

Subadvisers.

The

Board

concluded

that,

overall,

it

was

satisfied

with

the

nature,

extent

and

quality

of

services

provided

to

the

Fund

by

the

Adviser

under

the

Advisory

Agreement

and

by

each

Subadviser

under

the

respective

Subadvisory

Agreements.

Performance

In

connection

with

a

presentation

by

the

Adviser

regarding

its

approach

to

managing

the

Fund,

including

the

investment

objective

and

strategy

of

the

Fund

and

the

Adviser’s

discussion

of

the

performance

of

each

of

the

Subadvisers,

the

Board

reviewed

the

performance

of

the

Fund

compared

to

its

primary

benchmark.

The

Board

observed

that

the

Fund

underperformed

its

primary

benchmark

index,

the

Russell

Microcap

Index,

for

the

one-,

three-,

and

five-year

periods

ended

March

31,

2020,

and

for

the

period

since

the

Fund’s

inception

on

July

18,

2014.

The

Board

also

considered

the

Fund’s

performance

relative

to

an

independent

peer

group

of

funds

identified

by

Broadridge

Financial

Solutions,

Inc.

(“Broadridge”)

believed

to

have

characteristics

similar

to

those

of

the

Fund.

Based

on

information

presented

by

Broadridge,

the

Board

observed

that

the

Fund

underperformed

the

median

of

the

Broadridge

peers

for

the

one-,

three-,

and

five-year

periods

ended

March

31,

2020.

The

Board

noted

the

Adviser’s

representation

that

the

Fund’s

relative

underperformance

could

be

attributed,

in

part,

to

the

Fund’s

stock

selection.

The

Board

also

noted

the

Adviser’s

representation

that

the

Broadridge

peer

group

was

not

an

optimal

representation

of

the

Fund’s

investment

strategy

from

a

performance

comparison

standpoint

because

many

of

the

funds

within

the

Broadridge

peer

group

operate

within

the

small

cap

universe,

whereas

the

Fund

places

a

larger

emphasis

on

microcap

investments.

At

the

request

of

the

Adviser,

the

Board

reviewed

performance

of

the

Fund

compared

to

the

performance

of

a

peer

group

of

funds

identified

by

the

Adviser

as

being

a

more

optimal

comparison

to

the

Fund

(the

“Comparable

Funds”).

The

Board

observed

that

the

Fund

outperformed

the

average

of

the

Comparable

Funds

for

the

one-

and

three-year

periods

ended

March

31,

2020

and

that

the

Fund’s

performance

was

more

closely

aligned

with

the

performance

of

the

Fund’s

Comparable

Funds

than

the

performance

of

the

Broadridge

peers.

ACUITAS

US

MICROCAP

FUND

ADDITIONAL

INFORMATION

(Unaudited)

June

30,

2020

18

The

Board

also

evaluated

the

Adviser's

assessment

of

each

Subadviser’s

performance.

The

Board

acknowledged

the

Adviser’s

representation

that

the

different

Subadvisers

could

be

expected

to

achieve

different

performance

results

in

light

of

the

differences

in

their

strategies,

allocated

assets,

and

market

environment.

In

this

regard,

the

Board

noted

that

the

Adviser

emphasized

its

responsibility

for

allocating

each

Fund’s

assets

among

Subadvisers

on

an

ongoing

basis

in

order

to

achieve

the

applicable

Fund’s

investment

objective.

In

view

of

the

respective

roles

of

the

Adviser

and

Subadvisers,

the

Board

determined

that

it

was

appropriate

to

evaluate

the

individual

performance

achieved

by

each

Subadviser

as

it

contributed

to

the

performance

of

the

Fund

as

a

whole.

Based

on

the

foregoing,

among

other

applicable

considerations,

the

Board

concluded

that

the

Fund

and

its

shareholders

could

benefit

from

the

Adviser’s

management

under

the

Advisory

Agreement.

Compensation

The

Board

evaluated

the

Adviser’s

compensation

for

providing

advisory

services

to

the

Fund

and

analyzed

comparative

information

on

actual

advisory

fee

rates

and

actual

total

expense

ratios

of

the

Fund’s

Broadridge

peers.

The

Board

noted

that,

based

on

the

information

provided

by

Broadridge,

the

actual

advisory

fee

rate

and

actual

total

expense

ratio

for

the

Fund

were

each

higher

than

the

median

of

its

Broadridge

peers.

The

Board

noted

the

Adviser’s

representation

that

the

Fund’s

Broadridge

peers

are

heavily

weighted

toward

small

cap

managers,

which

offer

lower

fees

than

microcap

managers,

which

could

account

for

some

of

the

variance

in

the

fee

and

expense

comparison.

The

Board

also

noted

the

Adviser’s

representation

that

the

Broadridge

comparison

did

not

account

for

a

recent

reduction

to

the

contractual

management

fee

and

expense

cap

for

the

Fund,

which

would

go

into

effect

on

June

30,

2020,

and

that

if

the

recent

reductions

to

the

management

fee

and

expense

cap

had

been

factored

into

the

Broadridge

peer

comparison,

the

Fund’s

actual

advisory

fee

rate

and

actual

total

expense

ratio

would

still

have

exceeded

the

median

of

the

Broadridge

peers

but

would

have

compared

more

favorably.

Finally,

the

Board

noted

the

Adviser’s

representation

that

many

of

the

funds

listed

in

the

respective

Broadridge

peer

groups

did

not

operate

pursuant

to

a

multi-manager

structure

and

that,

unlike

the

peers

in

the

Broadridge

peer

group,

the

Adviser

paid

each

of

the

Subadvisers

directly

from

the

advisory

fee

paid

to

the

Adviser

such

that

the

fees

and

expenses

of

the

Broadridge

peers

were

not

directly

comparable.

The

Board

also

noted

the

Adviser’s

representation

that

the

total

expense

ratio

for

the

Fund

was

equal

to

the

average

expense

ratio

of

the

Comparable

Funds.

Based

on

the

foregoing

and

other

relevant

considerations,

the

Board

concluded

that

the

Adviser’s

advisory

fee

rate

charged

to

the

Fund

appeared

to

be

reasonable

in

light

of

the

nature,

extent

and

quality

of

services

provided

by

the

Adviser.

Cost

of

Services

and

Profitability

The

Board

considered

information

provided

by

the

Adviser

regarding

the

costs

of

services

and

its

profitability

with

respect

to

the

Fund.

In

this

regard,

the

Board

considered

the

Adviser’s

resources

devoted

to

the

Fund,

as

well

as

the

Adviser’s

discussion

of

the

aggregate

costs

and

profitability

of

its

mutual

fund

activity,

including

the

percentage

and

amount

of

the

Adviser’s

fee

that

the

Adviser

retained

and

the

percentage

and

amount

of

the

Adviser’s

fee

that

was

paid

to

the

Subadvisers.

The

Board

noted

that

the

Adviser

does

not

maintain

separate

profit

and

loss

data

by

account,

making

it

difficult

to

assess

costs

incurred

specific

to

providing

services

to

the

Fund.

The

Board

did

note

the

Adviser’s

representation

that

the

operation

of

the

Fund

was

more

complex

from

a

compliance

and

oversight

perspective

and

drew

more

resources

than

the

firm’s

other

business.

Based

on

these

and

other

applicable

considerations,

the

Board

concluded

that

the

Adviser’s

profits

attributable

to

management

of

the

Fund

were

reasonable

in

light

of

the

nature,

extent

and

quality

of

the

services

provided

by

the

Adviser.

The

Board

also

noted

the

Adviser’s

representation

that

the

Adviser

continues

to

pay

its

subadvisers

directly

from

the

Adviser’s

advisory

fees

and

that

the

Adviser

continued

to

subsidize

the

operation

of

the

Fund

by

waiving

its

advisory

fee

and

reimbursing

expenses

to

the

extent

necessary

to

keep

the

Fund’s

total

expense

ratios

at

competitive

levels.

The

Board

did

not

consider

information

regarding

the

costs

of

services

provided

or

profits

realized

by

the

Subadvisers

from

their

relationships

with

the

Fund,

noting

instead

the

arms-length

nature

of

the

relationship

between

the

Adviser

and

each

Subadviser

with

respect

to

the

negotiation

of

the

subadvisory

fee

rate

on

behalf

of

the

Fund

and

that

the

Adviser,

and

not

the

Fund,

was

responsible

for

paying

the

subadvisory

fee

due

under

each

Subadvisory

Agreement.

Economies

of

Scale

The

Board

considered

whether

the

Fund

was

benefitting,

or

may

benefit

in

the

future,

from

any

economies

of

scale.

In

this

respect,

the

Board

noted

the

Adviser’s

representation

that

the

Fund

was

benefitting

from

expenses

subsidized

by

the

Adviser.

The

Board

noted

the

Adviser’s

representation

that,

although

the

Fund

could

benefit

from

economies

of

scale

as

assets

grow,

the

Adviser

ACUITAS

US

MICROCAP

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June

30,

2020

19

believed

that

economies

of

scale

had

not

been

achieved

at

current

asset

levels.

The

Board

also

considered

whether

the

Fund

would

benefit

from

any

economies

of

scale

with

respect

to

the

Subadvisory

Agreements.

In

this

respect,

the

Board

noted

that

there

were

no

breakpoints

in

the

Subadvisory

Agreements

and

that

such

breakpoints

were

likely

to

benefit

the

Adviser,

rather

than

the

Fund,

because

the

Adviser

pays

the

subadvisory

fees

directly

from

the

Adviser’s

advisory

fee.

Based

on

the

foregoing

information

and

other

applicable

factors,

and

in

light

of

the

size

of

the

Fund,

the

Board

concluded

that

the

asset

level

of

the

Fund

was

not

consistent

with

the

existence

of

economies

of

scale

and

that

economies

of

scale

were

not

a

material

factor

in

approving

the

continuation

of

the

Advisory

Agreement

or

Subadvisory

Agreements.

Other

Benefits

The

Board

noted

the

Adviser’s

representation

that,

aside

from

its

contractual

advisory

fees,

it

does

not

benefit

in

a

material

way

from

its

relationship

with

the

Fund.

Based

on

the

foregoing

representation

and

other

relevant

considerations,

the

Board

concluded

that

other

benefits

received

by

the

Adviser

from

its

relationship

with

the

Fund

were

not

a

material

factor

in

approving

the

continuation

of

the

Advisory

Agreement.

Conclusion

The

Board

did

not

identify

any

single

factor

as

being

of

paramount

importance,

and

different

Trustees

may

have

given

different

weight

to

different

factors.

In

addition,

various

materials

provided

to

and

discussed

with

the

Board

throughout

the

year,

including

with

respect

to

performance

and

compliance,

also

informed

the

Board’s

decision.

In

light

of

the

fact

that

the

Fund

is

a

multi-manager

Fund,

however,

for

which

the

Adviser

identifies

Subadvisers

whose

strategies

it

seeks

to

combine

to

achieve

the

Fund’s

investment

objective,

when

considering

the

renewal

of

the

Subadvisory

Agreements,

the

Board

gave

significant

weight

to

the

Adviser’s

recommendation

that

the

Subadvisory

Agreements

be

renewed

and

to

the

Adviser’s

representation

that

the

reappointment

of

the

Subadvisers

would

positively

contribute

to

the

Adviser’s

successful

execution

of

the

Fund’s

overall

strategy.

The

Board

reviewed

a

memorandum

from

Independent

Legal

Counsel

discussing

the

legal

standards

applicable

to

its

consideration

of

the

Advisory

Agreement

and

each

Subadvisory

Agreement.

Based

on

its

review,

including

consideration

of

each

of

the

factors

referenced

above,

the

Board,

in

the

exercise

of

its

reasonable

business

judgment,

approved

the

continuation

of

the

Advisory

Agreement

and

each

Subadvisory

Agreement.

Acuitas

US

Microcap

Fund

(the

“Fund”)

–

Granahan

Investment

Management,

Inc.

At

the

June

24,

2020

Board

meeting

(the

“June

meeting”),

the

Board,

including

the

Independent

Trustees,

met

via

videoconference

and

considered

the

approval

of

a

new

investment

subadvisory

agreement

between

Acuitas

Investments,

LLC

(“Adviser”)

and

Granahan

Investment

Management,

Inc.

(“Subadviser”)

pertaining

to

the

Fund

(the

“Subadvisory

Agreement”).

The

Subadvisory

Agreement

was

being

considered

in

connection

with

the

anticipated

termination

of

a

subadvisory

agreement

between

the

Adviser

and

Falcon

Point

Capital,

LLC.

In

preparation

for

its

deliberations,

the

Board

requested

and

reviewed

written

responses

from

the

Subadviser

to

a

letter

circulated

on

the

Board’s

behalf

concerning

the

personnel,

operations,

financial

condition,

performance,

compensation,

and

services

to

be

provided

by

the

Subadvisers,

and

also

a

memorandum

from

the

Adviser

summarizing

the

due

diligence

process

the

Adviser

employed

in

making

their

recommendation

to

the

Board

to

approve

the

Subadviser

to

manage

a

portion

of

the

Fund

(the

“Sleeve”).

The

Board

also

discussed

the

materials

with

fund

and

trustee

counsel

and,

as

necessary,

with

the

Trust's

administrator.

During

its

deliberations,

the

Board

received

an

oral

presentation

from

the

Adviser

and

Subadviser

and

was

assisted

by

the

advice

of

fund

and

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

ACUITAS

US

MICROCAP

FUND

ADDITIONAL

INFORMATION

(Unaudited)

June

30,

2020

20

Board

noted

the

Subadviser’s

representation

that

it

is

financially

stable

and

able

to

provide

investment

advisory

services

to

the

Fund.

The

Board

concluded

that,

overall,

it

was

satisfied

with

the

nature,

extent,

and

quality

of

services

to

be

provided

to

the

Fund

by

the

Subadviser

under

the

Subadvisory

Agreement.

Costs

of

Services

and

Profitability

The

Board

noted

that

the

Adviser,

and

not

the

Fund,

was

responsible

for

paying

the

subadvisory

fees

due

under

the

Subadvisory

Agreement.

The

Board

considered

information

regarding

the

costs

of

services

provided

or

profits

to

be

realized

by

the

Subadviser

from

its

relationship

with

the

Fund,

but

emphasized

the

arm’s-length

nature

of

the

relationship

between

the

Adviser

and

the

Subadviser

with

respect

to

the

negotiation

of

the

subadvisory

fee

rate

that

would

apply.

The

Board

concluded

that

the

Subadviser’s

profitability

was

not

a

material

factor

in

determining

whether

or

not

to

approve

the

Subadvisory

Agreement.

Performance

Recognizing

that

the

Subadviser

had

not

yet

managed

any

portion

of

the

Fund,

the

Board

evaluated

the

Adviser’s

assessment

of

the

Subadviser’s

historical

performance

in

managing

other

investment

strategies

with

similar

investment

processes

to

the

one

to

be

employed

for

the

Sleeve,

noting

the

Adviser

had

expressed

satisfaction

with

the

performance

of

the

Subadviser

and

that

the

Adviser

had

recommended

the

approval

of

the

Subadvisory

Agreement.

Based

on

the

Adviser’s

evaluation

of

the

Subadviser’s

performance

and

other

relevant

facts

and

circumstances,

the

Board

concluded

that

the

Subadviser’s

management

of

the

Sleeve

could

benefit

the

Fund

and

its

shareholders.

Compensation

The

Board

reviewed

the

Subadviser’s

proposed

compensation

for

providing

subadvisory

services

to

the

Fund

and

noted

that

the

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

thus

did

not

focus

on

information

regarding

the

proposed

compensation

to

be

paid

to

the

Subadviser

as

a

result

of

its

relationship

with

the

Fund,

noting

instead

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.

The

Board

did

note,

however,

that

the

compensation

to

be

received

by

the

Subadviser

under

the

Subadvisory

Agreement

would

be

the

same

as

the

subadvisory

fee

received

by

Falcon

Point.

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,

the

Fund

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

ACUITAS

US

MICROCAP

FUND

ADDITIONAL

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(Unaudited)

June

30,

2020

21

outlined

in

the

Subadvisory

Agreement,

was

fair

and

reasonable

in

light

of

the

services

to

be

performed,

expenses

to

be

incurred

by

the

Fund

and

such

other

matters

as

the

Board

considered

relevant.

Acuitas

US

Microcap

Fund

(the

“Fund”)

–

Tieton

Capital

Management,

LLC

At

the

June

24,

2020

Board

meeting

(the

“June

meeting”),

the

Board,

including

the

Independent

Trustees,

met

via

videoconference

and

considered

the

approval

of

a

new

investment

subadvisory

agreement

between

Acuitas

Investments,

LLC

(“Adviser”)

and

Tieton

Capital

Management,

LLC

(“Subadviser”)

pertaining

to

the

Fund

(the

“Subadvisory

Agreement”).

The

Subadvisory

Agreement

was

being

considered

in

connection

with

the

anticipated

termination

of

a

subadvisory

agreement

between

the

Adviser

and

Falcon

Point

Capital,

LLC.

In

preparation

for

its

deliberations,

the

Board

requested

and

reviewed

written

responses

from

the

Subadviser

to

a

letter

circulated

on

the

Board’s

behalf

concerning

the

personnel,

operations,

financial

condition,

performance,

compensation,

and

services

to

be

provided

by

the

Subadvisers,

and

also

a

memorandum

from

the

Adviser

summarizing

the

due

diligence

process

the

Adviser

employed

in

making

their

recommendation

to

the

Board

to

approve

the

Subadviser

to

manage

a

portion

of

the

Fund

(the

“Sleeve”).

The

Board

also

discussed

the

materials

with

fund

and

trustee

counsel

and,

as

necessary,

with

the

Trust's

administrator.

During

its

deliberations,

the

Board

received

an

oral

presentation

from

the

Adviser

and

Subadviser

and

was

assisted

by

the

advice

of

fund

and

trustee

counsel.

Nature,

Extent

and

Quality

of

Services

The

Board

received

a

presentation

from

senior

representatives

of

the

Subadviser

and

the

Adviser

and

discussed

the

Subadviser’s

personnel,

operations

and

financial

condition.

In

this

context,

the

Board

considered

the

adequacy

of

the

Subadviser’s

resources

and

the

quality

of

services

to

be

provided

by

the

Subadviser

under

the

Subadvisory

Agreement.

The

Board

reviewed

information

regarding

the

experience,

qualifications

and

professional

background

of

the

portfolio

managers

and

other

personnel

at

the

Subadviser

who

would

have

responsibility

for

the

Sleeve.

The

Board

considered

the

investment

philosophy

and

decision-making

processes

of

those

professionals

and

the

capability

and

integrity

of

the

Subadviser’s

senior

management

and

staff.

The

Board

also

evaluated

the

anticipated

quality

of

the

Subadviser’s

services

with

respect

to

regulatory

compliance

and

compliance

with

client

investment

policies

and

restrictions.

In

addition,

the

Board

took

into

consideration

the

Adviser’s

recommendation

with

respect

to

the

Subadviser.

The

Board

noted

the

Subadviser’s

representation

that

it

is

financially

stable

and

able

to

provide

investment

advisory

services

to

the

Fund.

The

Board

concluded

that,

overall,

it

was

satisfied

with

the

nature,

extent,

and

quality

of

services

to

be

provided

to

the

Fund

by

the

Subadviser

under

the

Subadvisory

Agreement.

Costs

of

Services

and

Profitability

The

Board

noted

that

the

Adviser,

and

not

the

Fund,

was

responsible

for

paying

the

subadvisory

fees

due

under

the

Subadvisory

Agreement.

The

Board

considered

information

regarding

the

costs

of

services

provided

or

profits

to

be

realized

by

the

Subadviser

from

its

relationship

with

the

Fund,

but

emphasized

the

arm’s-length

nature

of

the

relationship

between

the

Adviser

and

the

Subadviser

with

respect

to

the

negotiation

of

the

subadvisory

fee

rate

that

would

apply.

The

Board

concluded

that

the

Subadviser’s

profitability

was

not

a

material

factor

in

determining

whether

or

not

to

approve

the

Subadvisory

Agreement.

Performance

Recognizing

that

the

Subadviser

had

not

yet

managed

any

portion

of

the

Fund,

the

Board

evaluated

the

Adviser’s

assessment

of

the

Subadviser’s

historical

performance

in

managing

other

investment

accounts

with

similar

investment

strategies

to

the

one

to

be

employed

for

the

Sleeve,

noting

the

Adviser

had

expressed

satisfaction

with

the

performance

of

the

Subadviser

and

that

the

Adviser

had

recommended

the

approval

of

the

Subadvisory

Agreement.

Based

on

the

Adviser’s

evaluation

of

the

Subadviser’s

performance

and

other

relevant

facts

and

circumstances,

the

Board

concluded

that

the

Subadviser’s

management

of

the

Sleeve

could

benefit

the

Fund

and

its

shareholders.

Compensation

The

Board

reviewed

the

Subadviser’s

proposed

compensation

for

providing

subadvisory

services

to

the

Fund

and

noted

that

the

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

thus

did

not

focus

on

information

regarding

the

proposed

compensation

to

be

paid

to

the

Subadviser

as

a

result

of

its

relationship

with

the

Fund,

noting

instead

the

arm’s-length

nature

of

the

relationship

between

the

Adviser

and

the

Subadviser

with

respect

to

the

ACUITAS

US

MICROCAP

FUND

ADDITIONAL

INFORMATION

(Unaudited)

June

30,

2020

22

negotiation

of

the

subadvisory

fee

rate

that

would

apply

to

the

Subadviser.

The

Board

did

note,

however,

that

the

compensation

to

be

received

by

the

Subadviser

under

the

Subadvisory

Agreement

would

be

the

same

as

the

subadvisory

fee

received

by

Falcon

Point.

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,

the

Fund

would

not

benefit

from

any

economies

of

scale

in

the

form

of

breakpoints

in

the

subadvisory

fee

rate.

Based

on

the

foregoing

information

and

other

materials

presented,

the

Board

concluded

that

economies

of

scale

were

not

a

material

factor

in

approving

the

Subadvisory

Agreement.

Other

Benefits

The

Board

noted

the

Subadviser’s

representation

that,

aside

from

its

contractual

subadvisory

fees,

it

does

not

benefit

in

a

material

way

from

its

relationship

with

the

Fund.

As

a

result,

other

benefits

accrued

by

the

Subadviser

were

not

a

material

factor

in

approving

the

Subadvisory

Agreement.

Conclusion

The

Board

did

not

identify

any

single

factor

as

being

of

paramount

importance,

and

different

Trustees

may

have

given

different

weight

to

different

factors;

however,

in

light

of

the

fact

that

the

Fund

is

a

multi-manager

Fund

for

which

the

Adviser

identifies

subadvisers

whose

strategies

it

seeks

to

combine

to

achieve

the

Fund’s

investment

objective,

the

Board

gave

significant

weight

to

the

Adviser’s

recommendation

that

the

Subadviser

be

appointed

as

a

subadviser

to

the

Fund

and

to

the

Adviser’s

representation

that

the

appointment

of

the

Subadviser

would

positively

contribute

to

the

Adviser

successfully

executing

the

overall

strategy

of

the

Fund.

Based

on

its

review,

including

consideration

of

each

of

the

factors

referenced

above,

the

Board

(including

a

majority

of

the

Independent

Trustees)

determined,

in

the

exercise

of

its

reasonable

business

judgment,

that

the

subadvisory

arrangement,

as

outlined

in

the

Subadvisory

Agreement,

was

fair

and

reasonable

in

light

of

the

services

to

be

performed,

expenses

to

be

incurred

by

the

Fund

and

such

other

matters

as

the

Board

considered

relevant.

Proxy

Voting

Information

A

description

of

the

policies

and

procedures

that

the

Fund

uses

to

determine

how

to

vote

proxies

relating

to

securities

held

in

the

Fund’s

portfolio

is

available,

without

charge

and

upon

request,

by

calling

(844)

805-5628

and

on

the

U.S.

Securities

and

Exchange

Commission's

(the

"SEC")

website

at

www.sec.gov.

The

Fund’s

proxy

voting

record

for

the

most

recent

twelve-month

period

ended

June

30

is

available,

without

charge

and

upon

request,

by

calling

(844)

805-5628

and

on

the

SEC’s

website

at

www.sec.gov.

Availability

of

Quarterly

Portfolio

Schedules

The

Fund

files

its

complete

schedule

of

portfolio

holdings

with

the

SEC

for

the

first

and

third

quarters

of

each

fiscal

year

on

Form

N-PORT.

Forms

N-PORT

are

available

free

of

charge

on

the

SEC’s

website

at

www.sec.gov

or

may

be

reviewed

and

copied

at

the

SEC’s

Public

Reference

Room

in

Washington,

D.C.

Information

on

the

operation

of

the

Public

Reference

Room

may

be

obtained

by

calling

(800)

SEC-0330.

Shareholder

Expense

Example

As

a

shareholder

of

the

Fund,

you

incur

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

Fund,

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

The

example

is

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

for

the

entire

period

from

January

1,

2020

through

June

30,

2020.

ACUITAS

US

MICROCAP

FUND

ADDITIONAL

INFORMATION

(Unaudited)

June

30,

2020

23

Actual

Expenses

–

The

first

line

of

the

table

below

provides

information

about

actual

account

values

and

actual

expenses.

You

may

use

the

information

in

this

line,

together

with

the

amount

you

invested,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

in

the

first

line

under

the

heading

entitled

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

the

period.

Hypothetical

Example

for

Comparison

Purposes

–

The

second

line

of

the

table

below

provides

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

You

may

use

this

information

to

compare

the

ongoing

costs

of

investing

in

the

Fund

and

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

the

expenses

shown

in

the

table

are

meant

to

highlight

your

ongoing

costs

only

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.

Federal

Tax

Status

of

Dividends

Declared

during

the

Fiscal

Year

Pursuant

to

Section

852(b)(3)

of

the

Internal

Revenue

Code,

Acuitas

US

Microcap

Fund

designated

$76,614

as

long-term

capital

gain

dividends.

Trustees

and

Officers

of

the

Trust

The

Board

is

responsible

for

oversight

of

the

management

of

the

Trust’s

business

affairs

and

of

the

exercise

of

all

the

Trust’s

powers

except

those

reserved

for

the

shareholders.

The

following

table

provides

information

about

each

Trustee

and

certain

officers

of

the

Trust.

Each

Trustee

and

officer

holds

office

until

the

person

resigns,

is

removed,

or

is

replaced.

Unless

otherwise

noted,

the

persons

have

held

their

principal

occupations

for

more

than

five

years.

The

address

for

all

Trustees

and

officers

is

Three

Canal

Plaza,

Suite

600,

Portland,

Maine

04101.

The

Fund’s

Statement

of

Additional

Information

includes

additional

information

about

the

Trustees

and

is

available,

without

charge

and

upon

request,

by

calling

(844)

805-5628.

Beginning

Account

Value

January

1,

2020

Ending

Account

Value

June

30,

2020

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Acuitas

US

Microcap

Fund

Actual

$

1,000.00‌

$

794.92‌

$

7.59‌

1.70‌‌%

Hypothetical

(5%

return

before

expenses)

$

1,000.00‌

$

1,016.41‌

$

8.52‌

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

(182)

divided

by

366

to

reflect

the

half-year

period.

Name

and

Year

of

Birth

Position

with

the

Trust

Length

of

Time

Served

Principal

Occupation(s)

During

Past

Five

Years

Number

of

Series

in

Fund

Complex

Overseen

By

Trustee

Other

Directorships

Held

By

Trustee

During

Past

Five

Years

Independent

Trustees

David

Tucker

Born:

1958

Chairman

of

the

Board;

Trustee;

Chairman,

Nominating

Committee

and

Qualified

Legal

Compliance

Committee

Since

2013

Director,

Blue

Sky

Experience

(a

charitable

endeavor),

since

2008;

Senior

Vice

President

&

General

Counsel,

American

Century

Companies

(an

investment

management

firm),

1998-

2008.

1

Trustee,

Forum

Funds;

Trustee,

U.S.

Global

Investors

Funds.

ACUITAS

US

MICROCAP

FUND

ADDITIONAL

INFORMATION

(Unaudited)

June

30,

2020

24

(1)

Jessica

Chase

is

currently

an

interested

person

of

the

Trust,

as

defined

in

the

1940

Act,

due

to

her

affiliation

with

Apex

Fund

Services

and

her

role

as

President

of

the

Trust.

Apex

Fund

Services

is

a

wholly

owned

subsidiary

of

Apex

US

Holdings

LLC.

Name

and

Year

of

Birth

Position

with

the

Trust

Length

of

Time

Served

Principal

Occupation(s)

During

Past

Five

Years

Number

of

Series

in

Fund

Complex

Overseen

By

Trustee

Other

Directorships

Held

By

Trustee

During

Past

Five

Years

Mark

D.

Moyer

Born:

1959

Trustee;

Chairman

Audit

Committee

Since

2013

Chief

Financial

Officer,

Freedom

House

(a

NGO

advocating

political

freedom

and

democracy),

since

2017;

independent

consultant

providing

interim

CFO

services,

principally

to

non-profit

organizations,

2011-2017.

1

Trustee,

Forum

Funds;

Trustee,

U.S.

Global

Investors

Funds.

Jennifer

Brown-Strabley

Born:

1964

Trustee

Since

2013

Principal,

Portland

Global

Advisors

(a

registered

investment

adviser),

1996-

2010.

1

Trustee,

Forum

Funds;

Trustee,

U.S.

Global

Investors

Funds.

Interested

Trustees

(1)

Jessica

Chase

Born:

1970

Trustee

Since

2019

Director,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

1

Trustee,

Forum

Funds,

Trustee,

U.S.

Global

Investors

Funds.

Name

and

Year

of

Birth

Position

with

the

Trust

Length

of

Time

Served

Principal

Occupation(s)

During

Past

5

Years

Officers

Jessica

Chase

Born:

1970

President;

Principal

Executive

Officer

Since

2015

Director,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Karen

Shaw

Born:

1972

Treasurer;

Principal

Financial

Officer

Since

2013

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Zachary

Tackett

Born:

1988

Vice

President;

Secretary

and

Anti-

Money

Laundering

Compliance

Officer

Since

2014

Senior

Counsel,

Apex

Fund

Services

since

2019;

Counsel,

Atlantic

Fund

Services

2014-

2019.

Timothy

Bowden

Born:

1969

Vice

President

Since

2013

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2008-2019.

Michael

J.

McKeen

Born:

1971

Vice

President

Since

2013

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Geoffrey

Ney

Born:

1975

Vice

President

Since

2013

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2013-2019.

Todd

Proulx

Born:

1978

Vice

President

Since

2013

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2013-2019.

Carlyn

Edgar

Born:

1963

Chief

Compliance

Officer

Since

2013

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

220-ANR-0620

FOR

MORE

INFORMATION

Investment

Adviser

Acuitas

Investments,

LLC

520

Pike

Street,

Suite

1221

Seattle,

WA

98101

www.acuitasinvestments.com

Transfer

Agent

Apex

Fund

Services

P.O.

Box

588

Portland,

ME

04112

www.theapexgroup.com

Distributor

Foreside

Fund

Services,

LLC

Three

Canal

Plaza,

Suite

100

Portland,

ME

04101

www.foreside.com

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

Fund.

It

is

not

authorized

for

distribution

to

prospective

investors

unless

preceded

or

accompanied

by

an

effective

prospectus,

which

includes

information

regarding

the

Fund’s

risks,

objectives,

fees

and

expenses,

experience

of

its

management,

and

other

information.

ITEM 2. CODE OF ETHICS.

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

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

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

(e)        Not applicable.

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

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

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

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) Audit Fees - The aggregate fees billed for each of the last two fiscal years (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant for the audit of the Registrant’s annual financial statements, or services that are normally provided by the principal accountant in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $31,500 in 2019 and $13,400 in 2020.

(b) Audit-Related Fees – The aggregate fees billed in the Reporting Periods for assurance and related services rendered by the principal accountant that were reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this Item 4 were $0 in 2019 and $0 in 2020. 

(c) Tax Fees - The aggregate fees billed in the Reporting Periods for professional services rendered by the principal accountant to the Registrant for tax compliance, tax advice and tax planning were $6,000 in 2019 and $6,000 in 2020.  These services consisted of review or preparation of U.S. federal, state, local and excise tax returns. 

(d) All Other Fees - The aggregate fees billed in the Reporting Periods for products and services provided by the principal accountant to the Registrant, other than the services reported in paragraphs  (a) through (c) of this Item, were $0 in 2019 and $0 in 2020. 

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

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

(f) Not applicable

(g) The aggregate non-audit fees billed by the principal accountant for services rendered to the Registrant for the Reporting Periods were $0 in 2019 and $0 in 2020.  There were no fees billed in either of the Reporting Periods for non-audit services rendered by the principal accountant to the Registrant’s investment adviser or any Affiliate.

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

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable

ITEM 6. INVESTMENTS.

(a)Included as part of report to shareholders under Item 1.

(b)Not applicable.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END

MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8.  PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Registrant does not accept nominees to the board of trustees from shareholders.

ITEM 11. CONTROLS AND PROCEDURES

(a) The Registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act are effective, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as of a date within 90 days of the filing date of this report.

 (b) There were no changes in the Registrant’s internal control over financial reporting (as defined in

Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

ITEM 13. EXHIBITS.

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

(a)(2) Certifications pursuant to Rule 30a-2(a) of the Act, and Section 302 of the Sarbanes-Oxley Act of 2002. (Exhibits filed herewith)

(a)(3)  Not applicable.

(b)      Certifications pursuant to Rule 30a-2(b) of the Act, and Section 906 of the Sarbanes-Oxley Act of 2002. (Exhibit filed herewith)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant              Forum Funds II

By:	/s/ Jessica Chase
	Jessica Chase, Principal Executive Officer
Date:	August 24, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:	/s/ Jessica Chase
	Jessica Chase, Principal Executive Officer
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Date:	August 24, 2020

By:	/s/ Karen Shaw
	Karen Shaw, Principal Financial Officer
Date:	August 24, 2020