As filed with the Securities and Exchange Commission on September 2, 2021
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, 2020 – June 30, 2021
ITEM 1. REPORT TO STOCKHOLDERS.
ACUITAS
US
MICROCAP
FUND
ANNUAL
REPORT
June
30,
2021
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
17
Additional
Information
(Unaudited)
18
ACUITAS
US
MICROCAP
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
June
30,
2021
2
Dear
Shareholders:
As
of
June
30,
2021,
the
Acuitas
U.S.
Microcap
Fund’s
(the
“Fund”)
net
asset
value
was
$16.75
per
share
with
total
net
assets
at
$66.4
million.
Calendar
year-to-date,
the
Fund
returned
33.25%,
compared
to
29.02%
for
the
Russell
Microcap
Index
(the
“Benchmark”).
This
represents
4.23%
of
outperformance
vs.
the
Benchmark
so
far
in
2021.
Since
the
July
18,
2014
inception,
the
Fund
has
returned
an
annualized
12.87%,
outperforming
the
Benchmark
return
of
12.63%
by
24
basis
points
over
the
same
time
period.
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.
For
the
most
recent
month-end
performance,
please
call
(844)
805-5628.
Performance
may
be
attributable
to
unusually
favorable
conditions
that
are
likely
not
sustainable;
that
the
conditions
might
not
continue
to
exist;
and,
that
this
performance
probably
will
not
be
repeated
in
the
future
.
The
Russell
Microcap
Index’s
75.77%
return
over
the
trailing
twelve
months
–
and
the
Fund’s
91.21%
return
(15.44%
of
outperformance)
–
represent
the
strongest
one-year
return
since
inception
for
a
period
ending
on
June
30th
(when
we
write
this
letter).
We
are
incredibly
pleased
with
our
outperformance
of
the
Benchmark
and
the
strong
rebound
across
microcap
stocks.
With
the
dramatic
economic
recovery
of
U.S.
equities
since
market
lows
during
2020,
valuations
within
the
broader
market
continue
to
look
expensive,
with
large
cap
stocks
looking
considerably
overvalued
relative
to
historical
levels.
The
valuations
of
these
stocks
are
supported
by
low
interest
rates,
liquidity,
and
increasingly
easy
and
cheap
ways
to
trade.
In
addition,
government
stim
ulus
has
resulted
in
higher
savings
rates
and
more
market
participants,
particularly
among
the
young.
In
contrast,
microcap
stocks
have
become
much
cheaper
recently
on
an
earnings
basis
and
look
cheap
relative
to
their
history,
especially
when
compared
with
large
cap.
The
vaccine
rollout
has
led
to
a
full-scale
reopening
in
the
U.S.
and
the
economic
recovery
has
favored
service
businesses
as
many
consumers
ventured
out
for
the
first
time
in
over
a
year.
However,
the
quick
rebound
in
activity
coupled
with
strong
monetary
and
fiscal
policy
has
fueled
worries
over
inflation.
Importantly,
inflation
typically
coincides
with
periods
of
economic
recovery
that
feature
increasing
earnings
and
a
greater
appreciation
for
fundamentals.
Despite
the
market’s
rapid
recovery,
we
believe
there
remains
ample
opportunity
and
that
we
are
in
the
early
innings
of
a
more
favorable
environment
for
smaller
stocks.
Even
with
microcap’s
recent
powerful
returns,
longer-term
(trailing
10-year)
microcap
returns
still
meaningfully
lag
large
cap,
and
the
active
opportunity
remains
intact.
From
a
sector
standpoint,
the
biggest
contributor
to
the
Fund
over
the
last
12
months
was
health
care.
Our
underweight
relative
to
the
Benchmark
was
additive,
however
the
most
notable
impact
came
from
strong
stock
selection
which
added
nearly
13%
to
excess
returns.
Financials
also
significantly
contributed
to
outperformance
as
well,
as
our
underweight
was
additive
along
with
strong
stock
selection.
The
biggest
drag
on
performance
was
stock
selection
within
consumer
discretionary.
Within
consumer
discretionary,
leading
stocks
were
concentrated
in
companies
with
negative
earnings.
The
Fund’s
significant
underweight
to
consumer
discretionary
also
detracted
from
performance
over
the
last
12
months.
Outperformance
overall
was
driven
by
stock
selection.
Of
particular
note
within
the
consumer
space
was
that
the
Fund
did
not
own
the
headline
grabbing
“meme”
stocks
such
as
GameStop.
Many
of
these
stocks
were
in
the
Benchmark
however,
which
meant
that
not
owning
these
stocks
hurt
our
Benchmark
relative
performance.
Every
June,
Russell
reconstitutes
their
indexes,
and
GameStop
was
removed
from
the
Microcap
Index
in
June
2021.
As
of
June
30,
2021,
the
Fund’s
sector
allocations
as
a
percentage
of
investments
were:
Acuitas
US
Microcap
Fund
Russell
Microcap
Index
Health
Care
21.95
28.44
Industrials
18.07
13.26
Technology
16.69
8.71
Financials
14.3
18.59
Consumer
Discretionary
11.75
13.92
Energy
5.15
4.85
Basic
Materials
4.17
3.2
Consumer
Staples
3.18
1.87
Telecommunications
1.82
2.35
ACUITAS
US
MICROCAP
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
June
30,
2021
3
As
of
June
30,
2021,
the
10
largest
positions
as
a
percentage
of
investments
in
the
Fund
were:
While
the
market
recovery
has
been
phenomenal
thus
far,
there
remains
ample
uncertainty
and
it
is
wise
to
have
a
healthy
respect
for
the
range
of
possible
outcomes.
That
said,
the
impact
of
government
stim
ulus
may
not
be
over,
even
with
elevated
valuations.
The
Delta
variant
is
a
bit
of
a
wildcard
and
may
result
in
future
shutdowns
as
we
seek
to
approach
herd
immunity.
Additional
risks
include
inflation,
supply-chain
disruptions,
labor
shortages,
and
a
booming
housing
market.
The
Fed
could
also
surprise
the
market,
but
that
seems
to
be
a
low
probability
in
our
view
as
they
have
made
significant
efforts
to
signal
their
timeline
and
intentions
to-date.
We
expect
the
economic
recovery
to
continue
and
the
market
to
likely
continue
to
reward
company
specific
fundamentals,
although
with
some
potential
hiccups
along
the
way.
Again,
we
believe
this
improved
active
environment
has
room
to
run.
We
have
tracked
the
large/microcap
relationship
and
are
pleased
to
see
microcap
stocks
leading
so
far
in
2021.
The
growth/value
relationship
is
another
gap
that
was
at
generational
extremes
and
while
it
is
closing,
it
remains
wide.
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
remains
undervalued
compared
to
the
broad
market
and
remain
excited
for
the
continued
opportunity
going
forward.
We
have
seen
a
recent
shift
in
characteristics
that
aligns
more
with
our
strengths
and
has
benefitted
the
strategy
thus
far.
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,
Chris
Tessin
Real
Estate
1.54
3.95
Utilities
1.38
0.86
Avid
Bioservices,
Inc.
2.22
Tilly’s,
Inc.
Class
A
1.60
QAD
Inc.
Class
A
1.56
Agilysys,
Inc.
1.49
IES
Holdings,
Inc.
1.39
Interface,
Inc.
1.37
Advansix,
Inc.
1.34
Customers
Bancorp,
Inc.
1.32
Meridian
Bioscience,
Inc.
1.28
UFP
Technologies,
Inc.
1.27
ACUITAS
US
MICROCAP
FUND
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
June
30,
2021
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
1.89%
and
2.14%,
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,
2021
One
Year
Three
Year
Five
Year
Since
Inception
07/18/14
Acuitas
US
Microcap
Fund
91.21%
14.64%
16.55%
12.87%
Russell
Microcap®
Index
75.77%
14.47%
18.13%
12.63%
ACUITAS
US
MICROCAP
FUND
SCHEDULE
OF
INVESTMENTS
June
30,
2021
5
See
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Common
Stock
-
96.3%
Basic
Materials
-
3.7%
28,884
AdvanSix,
Inc.
(a)
$
862,476
2,600
Hawkins,
Inc.
85,150
3,200
Koppers
Holdings,
Inc.
(a)
103,520
23,645
LifeMD,
Inc.
(a)
278,538
263
Materion
Corp.
19,817
22,381
Northern
Technologies
International
Corp.
389,430
16,100
TimkenSteel
Corp.
(a)
227,815
105,810
Venator
Materials
PLC
(a)
501,539
2,468,285
Consumer
Discretionary
-
11.5%
31,100
Akoustis
Technologies,
Inc.
(a)
333,081
4,700
American
Outdoor
Brands,
Inc.
(a)
165,158
29,251
Charles
&
Colvard,
Ltd.
(a)
87,168
1,300
Citi
Trends,
Inc.
(a)
113,100
22,100
Entravision
Communications
Corp.,
Class A
147,628
102,275
Fluent,
Inc.
(a)
299,666
9,600
Fossil
Group,
Inc.
(a)
137,088
12,700
Full
House
Resorts,
Inc.
(a)
126,238
20,545
Green
Brick
Partners,
Inc.
(a)
467,193
4,300
Haverty
Furniture
Cos.,
Inc.
183,868
2,100
Hooker
Furniture
Corp.
72,744
57,479
Interface,
Inc.
879,429
4,500
Lazydays
Holdings,
Inc.
(a)
99,000
33,357
LiqTech
International,
Inc.
(a)
244,173
5,300
Liquidity
Services,
Inc.
(a)
134,885
1,600
M/I
Homes,
Inc.
(a)
93,872
2,000
MarineMax,
Inc.
(a)
97,480
23,700
MDC
Partners,
Inc.
(a)
138,645
7,200
Mesa
Air
Group,
Inc.
(a)
67,176
30,101
Motorcar
Parts
of
America,
Inc.
(a)
675,467
9,065
Nautilus,
Inc.
(a)
152,745
3,600
Red
Robin
Gourmet
Burgers,
Inc.
(a)
119,196
3,610
Smith
&
Wesson
Brands,
Inc.
125,267
5,313
The
Children's
Place,
Inc.
(a)
494,428
64,345
Tilly's,
Inc.,
Class A
1,028,233
16,252
Vera
Bradley,
Inc.
(a)
201,362
3,400
Vista
Outdoor,
Inc.
(a)
157,352
43,400
VistaGen
Therapeutics,
Inc.
(a)
136,710
5,200
VOXX
International
Corp.
(a)
72,852
3,142
Winmark
Corp.
603,515
7,654,719
Consumer
Staples
-
3.1%
3,484
MGP
Ingredients,
Inc.
235,658
11,485
Nature's
Sunshine
Products,
Inc.
199,494
47,115
Ocean
Bio-Chem,
Inc.
574,803
2,000
Seneca
Foods
Corp.,
Class A
(a)
102,160
11,580
The
Chefs'
Warehouse,
Inc.
(a)
368,591
23,498
Village
Super
Market,
Inc.,
Class A
552,438
2,033,144
Energy
-
5.0%
26,400
Berry
Corp.
177,408
11,125
Bonanza
Creek
Energy,
Inc.
523,654
33,125
Geospace
Technologies
Corp.
(a)
267,981
77,575
Newpark
Resources,
Inc.
(a)
268,409
15,700
Oil
States
International,
Inc.
(a)
123,245
32,950
Par
Pacific
Holdings,
Inc.
(a)
554,219
6,600
SilverBow
Resources,
Inc.
(a)
153,252
11,625
Stabilis
Solutions,
Inc.
(a)
115,727
14,900
SunCoke
Energy,
Inc.
106,386
47,238
Trecora
Resources
(a)
393,020
Shares
Security
Description
Value
Energy
-
5.0%
(continued)
189,150
VAALCO
Energy,
Inc.
(a)
$
614,738
3,298,039
Financials
-
13.8%
9,960
B
Riley
Financial,
Inc.
751,980
10,000
Banc
of
California,
Inc.
175,400
3,069
BM
Technologies,
Inc.
Restricted
SHS
(a)
38,178
6,700
Capstar
Financial
Holdings,
Inc.
137,350
3,600
Central
Valley
Community
Bancorp
72,540
3,900
ConnectOne
Bancorp,
Inc.
102,063
21,805
Customers
Bancorp,
Inc.
(a)
850,177
13,375
Enova
International,
Inc.
(a)
457,559
2,800
Enterprise
Financial
Services
Corp.
129,892
4,700
Financial
Institutions,
Inc.
141,000
6,800
First
Foundation,
Inc.
153,068
6,200
First
Internet
Bancorp
192,076
8,650
First
Western
Financial,
Inc.
(a)
223,948
14,700
Granite
Point
Mortgage
Trust,
Inc.
REIT
216,825
41,306
Great
Elm
Capital
Corp.
144,984
3,800
HomeStreet,
Inc.
154,812
6,950
Horizon
Bancorp,
Inc.
121,139
9,452
James
River
Group
Holdings,
Ltd.
354,639
7,200
Luther
Burbank
Corp.
85,392
48,400
Medallion
Financial
Corp.
(a)
428,824
2,700
Metropolitan
Bank
Holding
Corp.
(a)
162,594
4,200
Mid
Penn
Bancorp,
Inc.
115,290
16,090
NMI
Holdings,
Inc.,
Class A
(a)
361,703
15,930
Northrim
BanCorp,
Inc.
681,008
12,300
OP
Bancorp
123,738
7,035
Premier
Financial
Corp.
199,864
6,000
RBB
Bancorp
145,320
9,590
Regional
Management
Corp.
446,319
6,500
Reliant
Bancorp,
Inc.
180,245
5,600
Sculptor
Capital
Management,
Inc.
137,704
6,350
Stewart
Information
Services
Corp.
359,982
3,635
Texas
Capital
Bancshares,
Inc.
(a)
230,786
5,600
The
First
of
Long
Island
Corp.
118,888
19,190
TriState
Capital
Holdings,
Inc.
(a)
391,284
5,405
Veritex
Holdings,
Inc.
191,391
900
Virtus
Investment
Partners,
Inc.
249,993
2,900
Washington
Trust
Bancorp,
Inc.
148,915
9,176,870
Health
Care
-
21.0%
5,305
908
Devices,
Inc.
(a)
205,569
19,790
Aerie
Pharmaceuticals,
Inc.
(a)
316,838
33,350
Affimed
NV
(a)
283,475
10,000
Aldeyra
Therapeutics,
Inc.
(a)
113,300
5,100
AngioDynamics,
Inc.
(a)
138,363
55,641
Avid
Bioservices,
Inc.
(a)
1,427,192
7,650
Avita
Medical,
Inc.
(a)
156,978
28,500
BioDelivery
Sciences
International,
Inc.
(a)
102,030
6,973
BioLife
Solutions,
Inc.
(a)
310,368
18,765
Biomerica,
Inc.
(a)
75,248
3,601
Castle
Biosciences,
Inc.
(a)
264,061
4,900
Celldex
Therapeutics,
Inc.
(a)
163,856
8,300
Champions
Oncology,
Inc.
(a)
85,324
7,900
Chinook
Therapeutics,
Inc.
(a)
111,548
15,800
ChromaDex
Corp.
(a)
155,788
5,300
Collegium
Pharmaceutical,
Inc.
(a)
125,292
12,600
Community
Health
Systems,
Inc.
(a)
194,544
15,300
Curis,
Inc.
(a)
123,471
16,800
Cymabay
Therapeutics,
Inc.
(a)
73,248
23,950
CytoSorbents
Corp.
(a)
180,822
5,470
DermTech,
Inc.
(a)
227,388
ACUITAS
US
MICROCAP
FUND
SCHEDULE
OF
INVESTMENTS
June
30,
2021
6
See
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Health
Care
-
21.0%
(continued)
11,900
Dynavax
Technologies
Corp.
(a)
$
117,215
27,060
Flexion
Therapeutics,
Inc.
(a)
222,704
22,355
Frequency
Therapeutics,
Inc.
(a)
222,656
61,118
Harvard
Bioscience,
Inc.
(a)
509,113
20,500
iCAD,
Inc.
(a)
354,855
20,383
InfuSystem
Holdings,
Inc.
(a)
423,763
6,842
Inogen,
Inc.
(a)
445,893
15,520
Intersect
ENT,
Inc.
(a)
265,237
21,484
IntriCon
Corp.
(a)
482,960
27,600
MannKind
Corp.
(a)
150,420
35,200
MEI
Pharma,
Inc.
(a)
100,320
37,070
Meridian
Bioscience,
Inc.
(a)
822,213
32,520
Misonix,
Inc.
(a)
721,294
13,500
Molecular
Templates,
Inc.
(a)
105,570
6,890
Myriad
Genetics,
Inc.
(a)
210,696
28,875
Neuronetics,
Inc.
(a)
462,578
3,100
OptimizeRx
Corp.
(a)
191,890
13,662
Organogenesis
Holdings,
Inc.
(a)
227,062
7,338
OrthoPediatrics
Corp.
(a)
463,615
4,200
Prothena
Corp.
PLC
(a)
215,922
8,085
Psychemedics
Corp.
(a)
56,272
3,073
Quanterix
Corp.
(a)
180,262
3,600
RadNet,
Inc.
(a)
121,284
24,296
Repro-Med
Systems,
Inc.
(a)
112,490
24,900
Selecta
Biosciences,
Inc.
(a)
104,082
38,400
Sesen
Bio,
Inc.
(a)
177,408
11,835
SI-BONE,
Inc.
(a)
372,447
80,280
SIGA
Technologies,
Inc.
(a)
504,158
4,274
The
Joint
Corp.
(a)
358,674
4,600
Triple-S
Management
Corp.,
Class B
(a)
102,442
5,000
Vanda
Pharmaceuticals,
Inc.
(a)
107,550
30,000
Verastem,
Inc.
(a)
122,100
4,121
Xenon
Pharmaceuticals,
Inc.
(a)
76,733
13,946,581
Industrials
-
17.5%
8,718
Allied
Motion
Technologies,
Inc.
301,033
12,780
Argan,
Inc.
610,756
16,200
Armstrong
Flooring,
Inc.
(a)
100,278
6,065
Atkore,
Inc.
(a)
430,615
3,125
Barrett
Business
Services,
Inc.
226,906
3,620
BlueLinx
Holdings,
Inc.
(a)
182,014
42,546
CECO
Environmental
Corp.
(a)
304,629
5,880
Chase
Corp.
603,347
10,162
CIRCOR
International,
Inc.
(a)
331,281
16,611
Columbus
McKinnon
Corp.
801,315
62,320
Concrete
Pumping
Holdings,
Inc.
(a)
527,850
15,100
Conduent,
Inc.
(a)
113,250
1,200
CRA
International,
Inc.
102,720
107,205
DHI
Group,
Inc.
(a)
362,353
31,400
Diana
Shipping,
Inc.
(a)
163,594
3,400
Douglas
Dynamics,
Inc.
138,346
3,250
Ducommun,
Inc.
(a)
177,320
1,500
Eagle
Bulk
Shipping,
Inc.
(a)
70,980
7,030
Echo
Global
Logistics,
Inc.
(a)
216,102
8,400
GP
Strategies
Corp.
(a)
132,048
246,048
Hill
International,
Inc.
(a)
612,660
11,488
Hurco
Cos.,
Inc.
402,080
17,394
IES
Holdings,
Inc.
(a)
893,356
16,843
Insteel
Industries,
Inc.
541,502
4,100
L
B
Foster
Co.,
Class A
(a)
76,424
1,600
Lawson
Products,
Inc.
(a)
85,616
6,400
Modine
Manufacturing
Co.
(a)
106,176
4,300
Northwest
Pipe
Co.
(a)
121,475
Shares
Security
Description
Value
Industrials
-
17.5%
(continued)
9,500
RADA
Electronic
Industries,
Ltd.
(a)
$
115,710
85,033
Radiant
Logistics,
Inc.
(a)
589,279
10,100
Ranpak
Holdings
Corp.
(a)
252,803
8,751
ShotSpotter,
Inc.
(a)
426,786
7,700
Titan
Machinery,
Inc.
(a)
238,238
14,196
UFP
Technologies,
Inc.
(a)
815,134
11,015
Vishay
Precision
Group,
Inc.
(a)
374,951
2,000
VSE
Corp.
99,020
11,647,947
Real
Estate
-
1.5%
30,033
Armada
Hoffler
Properties,
Inc.
REIT
399,138
29,700
Braemar
Hotels
&
Resorts,
Inc.
REIT
(a)
184,437
12,900
Farmland
Partners,
Inc.
REIT
155,445
5,700
UMH
Properties,
Inc.
REIT
124,374
6,200
Urstadt
Biddle
Properties,
Inc.
REIT
120,156
983,550
Technology
-
16.1%
16,840
Agilysys,
Inc.
(a)
957,691
12,200
Amtech
Systems,
Inc.
(a)
117,608
31,210
AXT,
Inc.
(a)
342,686
8,200
Cantaloupe,
Inc.
(a)
97,252
11,100
Celestica,
Inc.
(a)
87,135
1,790
Cerence,
Inc.
(a)
191,011
11,290
CEVA,
Inc.
(a)
534,017
38,666
eGain
Corp.
(a)
443,886
7,510
ePlus,
Inc.
(a)
651,042
8,433
EverQuote,
Inc.,
Class A
(a)
275,590
11,806
Ichor
Holdings,
Ltd.
(a)
635,163
7,600
Identiv,
Inc.
(a)
129,200
1,425
Insight
Enterprises,
Inc.
(a)
142,514
42,000
Key
Tronic
Corp.
(a)
273,840
6,800
Kimball
Electronics,
Inc.
(a)
147,832
74,435
Limelight
Networks,
Inc.
(a)
234,470
9,098
Magnite,
Inc.
(a)
307,876
5,300
Mitek
Systems,
Inc.
(a)
102,078
30,888
MiX
Telematics,
Ltd.,
ADR
512,432
46,100
NeoPhotonics
Corp.
(a)
470,681
2,898
Perficient,
Inc.
(a)
233,057
57,243
Photronics,
Inc.
(a)
756,180
11,474
QAD,
Inc.,
Class A
998,468
10,823
Radware,
Ltd.
(a)
333,132
9,317
Red
Violet,
Inc.
(a)
219,136
38,120
The
Hackett
Group,
Inc.
686,922
13,065
TransAct
Technologies,
Inc.
(a)
179,382
3,000
Ultra
Clean
Holdings,
Inc.
(a)
161,160
5,200
Veeco
Instruments,
Inc.
(a)
125,008
47,510
Zix
Corp.
(a)
334,946
10,681,395
Telecommunications
-
1.8%
9,980
ADTRAN,
Inc.
206,087
19,534
Airgain,
Inc.
(a)
402,791
2,800
Aviat
Networks,
Inc.
(a)
91,756
3,500
Cambium
Networks
Corp.
(a)
169,225
4,100
IDT
Corp.
(a)
151,536
23,625
TESSCO
Technologies,
Inc.
(a)
145,294
1,166,689
Utilities
-
1.3%
21,920
Harsco
Corp.
(a)
447,607
42,121
Sharps
Compliance
Corp.
(a)
433,846
881,453
Total
Common
Stock
(Cost
$45,396,282)
63,938,672
ACUITAS
US
MICROCAP
FUND
SCHEDULE
OF
INVESTMENTS
June
30,
2021
7
See
Notes
to
Financial
Statements.
At
June
30,
2021,
The
Fund
held
the
following
exchange
traded
futures
contracts:
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
June
30,
2021.
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
consists
of
Investments
in
Securities.
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.
* Other
Financial
Instruments
are
derivatives
not
reflected
in
the
Schedule
of
Investments,
such
as
futures,
which
are
valued
at
unrealized
appreciation
(depreciation)
at
year
end.
Shares
Security
Description
Value
Money
Market
Fund
-
3.3%
2,186,799
BlackRock
Liquidity
Funds
FedFund
Portfolio,
Institutional
Shares,
0.03%
(b)
(Cost
$2,186,799)
$
2,186,799
Investments,
at
value
-
99.6%
(Cost
$47,583,081)
$
66,125,471
Other
Assets
&
Liabilities,
Net
-
0.4%
290,703
Net
Assets
-
100.0%
$
66,416,174
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,
2021.
Contracts
Description
Exp.Date
Notional
Contract
Value
Value
Net
Unrealized
Appreciation
11
CME
E-mini
Russell
2000
Index
Future
09/17/21
$
1,266,778
$
1,269,290
$
2,512
Valuation
Inputs
Investments
in
Securities
Other
Financial
Instruments*
Level
1
-
Quoted
Prices
$
63,938,672
$
2,512
Level
2
-
Other
Significant
Observable
Inputs
2,186,799
–
Level
3
-
Significant
Unobservable
Inputs
–
–
Total
$
66,125,471
$
2,512
PORTFOLIO
HOLDINGS
(Unaudited)
%
of
Total
Net
Assets
Basic
Materials
3.7%
Consumer
Discretionary
11.5%
Consumer
Staples
3.1%
Energy
5.0%
Financials
13.8%
Health
Care
21.0%
Industrials
17.5%
Real
Estate
1.5%
Technology
16.1%
Telecommunications
1.8%
Utilities
1.3%
Money
Market
Fund
3.3%
Other
Assets
&
Liabilities,
Net
0.4%
100.0%
ACUITAS
US
MICROCAP
FUND
STATEMENT
OF
ASSETS
AND
LIABILITIES
June
30,
2021
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
$47,583,081)
$
66,125,471
Deposits
with
broker
for
futures
280,339
Receivables:
Fund
shares
sold
21,091
Investment
securities
sold
229,306
Dividends
86,960
Prepaid
expenses
23,366
Total
Assets
66,766,533
LIABILITIES
Payables:
Investment
securities
purchased
215,664
Fund
shares
redeemed
31,595
Accrued
Liabilities:
Investment
adviser
fees
43,144
Fund
services
fees
15,259
Other
expenses
44,697
Total
Liabilities
350,359
NET
ASSETS
$
66,416,174
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
48,365,340
Distributable
earnings
18,050,834
NET
ASSETS
$
66,416,174
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
Institutional
Shares
3,965,098
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE*
Institutional
Shares
(based
on
net
assets
of
$66,416,174)
$
16.75
ACUITAS
US
MICROCAP
FUND
STATEMENT
OF
OPERATIONS
YEAR
ENDED
JUNE
30,
2021
9
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$1,564)
$
588,582
Total
Investment
Income
588,582
EXPENSES
Investment
adviser
fees
642,819
Fund
services
fees
193,758
Shareholder
service
fees
50,503
Custodian
fees
35,031
Registration
fees
21,618
Professional
fees
55,551
Trustees'
fees
and
expenses
6,858
Other
expenses
67,287
Total
Expenses
1,073,425
Fees
waived
(302,041)
Net
Expenses
771,384
NET
INVESTMENT
LOSS
(182,802)
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
on:
Investments
13,810,366
Futures
378,827
Net
realized
gain
14,189,193
Net
change
in
unrealized
appreciation
(depreciation)
on:
Investments
18,032,710
Futures
2,512
Net
change
in
unrealized
appreciation
(depreciation)
18,035,222
NET
REALIZED
AND
UNREALIZED
GAIN
32,224,415
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
32,041,613
ACUITAS
US
MICROCAP
FUND
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
10
See
Notes
to
Financial
Statements.
For
the
Years
Ended
June
30,
2021
2020
OPERATIONS
Net
investment
loss
$
(182,802)
$
(309,189)
Net
realized
gain
(loss)
14,189,193
(11,493,277)
Net
change
in
unrealized
appreciation
(depreciation)
18,035,222
(2,702,798)
Increase
(Decrease)
in
Net
Assets
Resulting
from
Operations
32,041,613
(14,505,264)
DISTRIBUTIONS
TO
SHAREHOLDERS
Institutional
Shares
–
(76,614)
Total
Distributions
Paid
–
(76,614)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares:
Institutional
Shares
7,417,185
10,600,855
Reinvestment
of
distributions:
Institutional
Shares
–
76,603
Redemption
of
shares:
Institutional
Shares
(13,526,187)
(33,277,864)
Redemption
fees:
Institutional
Shares
275
2,453
Decrease
in
Net
Assets
from
Capital
Share
Transactions
(6,108,727)
(22,597,953)
Increase
(Decrease)
in
Net
Assets
25,932,886
(37,179,831)
NET
ASSETS
Beginning
of
Year
40,483,288
77,663,119
End
of
Year
$
66,416,174
$
40,483,288
SHARE
TRANSACTIONS
Sale
of
shares:
Institutional
Shares
535,597
1,230,179
Reinvestment
of
distributions:
Institutional
Shares
–
7,073
Redemption
of
shares:
Institutional
Shares
(1,194,038)
(4,343,714)
Decrease
in
Shares
(658,441)
(3,106,462)
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,
2021
2020
2019
2018
2017
INSTITUTIONAL
SHARES
NET
ASSET
VALUE,
Beginning
of
Year
$
8.76
$
10.05
$
14.17
$
12.57
$
10.38
INVESTMENT
OPERATIONS
Net
investment
loss
(a)
(0.05)
(0.05)
(0.09)
(0.12)
(0.09)
Net
realized
and
unrealized
gain
(loss)
8.04
(1.23)
(1.46)
2.19
2.39
Total
from
Investment
Operations
7.99
(1.28)
(1.55)
2.07
2.30
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
–
(0.01)
(2.57)
(0.47)
(0.11)
Total
Distributions
to
Shareholders
–
(0.01)
(2.57)
(0.47)
(0.11)
REDEMPTION
FEES(a)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
NET
ASSET
VALUE,
End
of
Year
$
16.75
$
8.76
$
10.05
$
14.17
$
12.57
TOTAL
RETURN
91.21%
(12.75)%
(9.68)%
16.77%
22.21%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
66,416
$
40,483
$
77,663
$
108,339
$
87,690
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.36)%
(0.47)%
(0.78)%
(0.91)%
(0.78)%
Net
expenses
1.50%
1.70%
1.70%
1.70%
1.70%
Gross
expenses
(c)
2.08%
2.03%
1.87%
1.80%
1.86%
PORTFOLIO
TURNOVER
RATE
78%
74%
108%
48%
50%
(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,
2021
12
Note
1.
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,
2021,
Investor
Shares
had
not
commenced
operations.
The
Fund
seeks
capital
appreciation.
The
Fund
commenced
operations
on
July
18,
2014.
Note
2.
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.
Futures
contracts
are
valued
at
the
day’s
settlement
price
on
the
exchange
where
the
contract
is
traded.
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
ACUITAS
US
MICROCAP
FUND
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2021
13
obligations
and
corporate
debt
securities
are
valued
in
accordance
with
the
evaluated
price
supplied
by
a
pricing
service
and
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,
2021,
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.
Futures
Contracts
–
A
futures
contract
is
an
agreement
between
parties
to
buy
or
sell
a
security
at
a
set
price
on
a
future
date.
Upon
entering
into
such
a
contract,
a
fund
is
required
to
pledge
to
the
broker
an
amount
of
cash,
U.S.
Government
obligations
or
other
high-quality
debt
securities
equal
to
the
minimum
“initial
margin”
requirements
of
the
exchange
on
which
the
futures
contract
is
traded.
Pursuant
to
the
contract,
the
Fund
agrees
to
receive
from
or
pay
to
the
broker
an
amount
of
cash
equal
to
the
daily
fluctuation
in
the
value
of
the
contract.
Such
receipts
or
payments
are
known
as
“variation
margin”
and
are
recorded
by
the
Fund
as
unrealized
gains
or
losses.
When
the
contract
is
closed,
the
Fund
records
a
realized
gain
or
loss
equal
to
the
difference
between
the
value
of
the
contract
at
the
time
it
was
opened
and
value
at
the
time
it
was
closed.
Risks
of
entering
into
futures
contracts
include
the
possibility
that
there
may
be
an
illiquid
market
and
that
a
change
in
the
value
of
the
contract
may
not
correlate
with
changes
in
the
value
of
the
underlying
securities.
Notional
amounts
of
each
individual
futures
contract
outstanding
as
of
June
30,
2021,
for
the
Fund,
are
disclosed
in
the
Schedule
of
Investments.
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,
2021,
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.
ACUITAS
US
MICROCAP
FUND
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2021
14
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.
Note
3.
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.
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.
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.
Note
4.
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,
2021.
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,
2021,
the
fees
waived
and/or
reimbursed
expenses
were
as
follows:
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,
2021,
$616,973
is
subject
to
recapture
by
the
Adviser.
Other
waivers
are
not
eligible
for
recoupment.
Investment
Adviser
Fees
Waived
Other
Waivers
Total
Fees
Waived
and
Expenses
Reimbursed
$
279,502
$
22,539
$
302,041
ACUITAS
US
MICROCAP
FUND
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2021
15
Note
5.
Security
Transactions
The
cost
of
purchases
and
proceeds
from
sales
of
investment
securities
(including
maturities),
other
than
short-term
investments
during
the
year
ended
June
30,
2021,
totaled
$
38,508,857
and
$
45,610,091
,
respectively.
Note
6.
Summary
of
Derivative
Activity
The
volume
of
open
derivative
positions
may
vary
on
a
daily
basis
as
the
Fund
transacts
derivative
contracts
in
order
to
achieve
the
exposure
desired
by
the
Adviser.
The
notional
value
of
activity
for
the
period
ended
June
30,
2021
,
for
futures
contracts
was
$
8,330,662
.
The
Fund’s
use
of
derivatives
for
the
period
ended
June
30,
2021
,
was
limited
to
futures
contracts.
Asset
(Liability)
amounts
shown
in
the
table
below
represent
amounts
for
derivative
related
investments
at
June
30,
2021.
These
amounts
may
be
collateralized
by
cash
or
financial
instruments.
Note
7.
Federal
Income
Tax
As
of
June
30,
2021,
the
cost
for
federal
income
tax
purposes
is
$48,988,697
and
the
components
of
net
unrealized
appreciation
consists
of:
Distributions
paid
during
the
fiscal
years
ended
as
noted
were
characterized
for
tax
purposes
as
follows:
As
of
June
30,
2021,
distributable
earnings
on
a
tax
basis
were
as
follows:
Location:
Equity
Contracts
Net
realized
gain
(loss)
on:
Futures
$
378,827
Total
net
realized
gain
(loss)
$
378,827
Net
change
in
unrealized
appreciation
(depreciation)
on:
Futures
$
2,512
Total
net
change
in
unrealized
appreciation
(depreciation)
$
2,512
Gross
Asset
(Liability)
as
Presented
in
the
Statement
of
Assets
and
Liabilities
Financial
Instruments
(Received)
Pledged*
Cash
Collateral
(Received)
Pledged*
Net
Amount
Unrealized
appreciation
on
futures**
$
2,512
$
-
$
-
$
2,512
*
The
actual
financial
instruments
and
cash
collateral
(received)
pledged
may
be
in
excess
of
the
amounts
shown
in
the
table.
The
table
only
reflects
collateral
amounts
up
to
the
amount
of
the
financial
instrument
disclosed
on
the
Statement
of
Assets
and
Liabilities.
**
Balance
is
included
in
the
deposits
with
broker
for
futures
on
the
Statement
of
Assets
and
Liabilities.
Gross
Unrealized
Appreciation
$
18,991,277
Gross
Unrealized
Depreciation
(1,854,503)
Net
Unrealized
Appreciation
$
17,136,774
Long-Term
Capital
Gain
Total
Acuitas
US
Microcap
Fund
2021
$
–
$
–
2020
76,614
76,614
Undistributed
Ordinary
Income
$
251,699
Undistributed
Long-Term
Gain
662,361
Net
Unrealized
Appreciation
17,136,774
Total
$
18,050,834
ACUITAS
US
MICROCAP
FUND
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2021
16
The
difference
between
components
of
distributable
earnings
on
a
tax
basis
and
the
amounts
reflected
in
the
Statement
of
Assets
and
Liabilities
are
primarily
due
to
investments
in
real
estate
investment
trusts,
futures,
equity
return
of
capital,
and
wash
sales.
Note
8.
Subsequent
Events
Subsequent
events
occurring
after
the
date
of
this
report
through
the
date
these
financial
statements
were
issued
have
been
evaluated
for
potential
impact.
Effective
July
31,
2021,
following
the
acquisition
of
MUFG
Union
Bank,
N.A.
by
US
Bank,
US
Bank
serves
as
the
Fund's
custodian.
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
17
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,
2021,
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,
2021,
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,
2021
by
correspondence
with
the
custodian
and
brokers.
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
2003.
Philadelphia,
Pennsylvania
August
26,
2021
ACUITAS
US
MICROCAP
FUND
ADDITIONAL
INFORMATION
(Unaudited)
June
30,
2021
18
Investment
Advisory
Agreement
Approval
Acuitas
US
Microcap
Fund
(“Microcap
Fund”)
(the
“Fund”)
At
the
June
10,
2021
Board
meeting
(the
“June
meeting”),
the
Board,
including
the
Independent
Trustees,
considered
the
approval
of
the
continuance
of
the
investment
advisory
agreement
between
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;
Granahan
Investment
Management,
Inc.;
Meros
Investment
Management,
L.P.;
and
Tieton
Capital
Management,
LLC
(each
a
“Subadviser”)
(the
“Subadvisory
Agreements”).
In
preparation
for
the
June
meeting,
the
Board
was
presented
with
a
range
of
information
to
assist
in
its
deliberations.
The
Board
requested
and
reviewed
written
responses
from
the
Adviser
and
each
Subadviser
to
a
letter
circulated
on
the
Board’s
behalf
concerning
the
personnel,
operations,
financial
condition,
performance,
and
services
provided
to
the
Fund
by
the
Adviser
and
each
of
the
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
outperformed
its
primary
benchmark
index,
the
Russell
Microcap
Index,
for
the
one-year
period
ended
March
31,
2021,
and
underperformed
the
Russell
Microcap
Index
for
the
three-,
and
five-year
periods
ended
March
31,
2021,
and
for
the
period
since
the
Microcap
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
outperformed
the
median
of
the
Broadridge
peers
for
the
one-,
three-,
and
five-
year
periods
ended
March
31,
2021.
The
Board
noted
the
Adviser’s
representation
that
the
Fund’s
relative
performance
could
be
attributed,
in
part,
to
the
Fund’s
stock
selection
and
sector
allocations.
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-,
three-,
and
five-year
periods
ended
March
31,
2021
and
that
the
Fund’s
performance
was
more
closely
aligned
with
the
performance
of
the
Comparable
Funds
than
the
performance
of
the
Broadridge
peers.
ACUITAS
US
MICROCAP
FUND
ADDITIONAL
INFORMATION
(Unaudited)
June
30,
2021
19
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
the
Fund’s
assets
among
Subadvisers
on
an
ongoing
basis
in
order
to
achieve
the
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
continued
management
under
the
Advisory
Agreement
and
from
each
Subadviser’s
continued
management
under
the
respective
Subadvisory
Agreements.
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
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
noted
further
the
Adviser’s
representation
that
the
total
expense
ratio
for
the
Fund
was
slightly
less
than
the
average
expense
ratio
of
the
Comparable
Funds.
Finally,
the
Board
observed
that
the
contractual
advisory
fee
and
expense
cap
were
each
lowered
during
the
last
year.
With
regard
to
Subadviser
compensation,
the
Board
noted
the
arms-length
nature
of
the
relationship
between
the
Adviser
and
each
Subadvisers
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
fees
due
under
each
Subadvisory
Agreement.
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
also
noted
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.
The
Board
noted
further
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.
Based
on
these
and
other
applicable
considerations,
the
Board
concluded
that
the
Adviser’s
profits
attributable
to
management
of
the
Fund
did
not
appear
unreasonable
in
light
of
the
nature,
extent
and
quality
of
the
services
provided
by
the
Adviser.
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.
ACUITAS
US
MICROCAP
FUND
ADDITIONAL
INFORMATION
(Unaudited)
June
30,
2021
20
Economies
of
Scale
The
Board
considered
whether
the
Fund
was
benefitting,
or
may
benefit
in
the
future,
from
any
economies
of
scale.
In
this
regard,
the
Board
considered
the
Fund’s
fee
structure,
asset
size,
net
expense
ratio,
and
the
fees
of
comparable
advisers,
recognizing
that
an
analysis
of
economies
of
scale
is
most
relevant
when
a
fund
has
achieved
a
substantial
size
and
has
growing
assets
and
that,
if
a
fund’s
assets
are
stable
or
decreasing,
the
significance
of
economies
of
scale
may
be
reduced.
The
Board
noted
the
assets
of
the
Fund
were
stable
but
relatively
low.
The
Board
also
noted
the
Adviser’s
representation
that
the
Fund
was
benefitting
from
expenses
subsidized
by
the
Adviser
under
the
contractual
expense
limitation
agreement.
The
Board
noted
further
the
Adviser’s
representation
that,
although
the
Fund
could
benefit
from
economies
of
scale
as
assets
grow,
the
Adviser
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.
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.
ACUITAS
US
MICROCAP
FUND
ADDITIONAL
INFORMATION
(Unaudited)
June
30,
2021
21
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,
2021
through
June
30,
2021.
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.
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,
2021
Ending
Account
Value
June
30,
2021
Expenses
Paid
During
Period*
Annualized
Expense
Ratio*
Institutional
Shares
Actual
$
1,000.00
$
1,332.53
$
8.68
1.50%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,017.36
$
7.50
1.50%
*
Expenses
are
equal
to
the
Fund’s
annualized
expense
ratio
multiplied
by
the
average
account
value
over
the
period,
multiplied
by
the
number
of
days
in
the
most
recent
fiscal
half-year
(181)
divided
by
365
to
reflect
the
half-year
period.
ACUITAS
US
MICROCAP
FUND
ADDITIONAL
INFORMATION
(Unaudited)
June
30,
2021
22
(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
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.
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.
ACUITAS
US
MICROCAP
FUND
ADDITIONAL
INFORMATION
(Unaudited)
June
30,
2021
23
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-0621
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 $13,400 in 2020 and $13,400 in 2021.
(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 2020 and $0 in 2021.
(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 2020 and $3,000 in 2021. 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 2020 and $0 in 2021.
(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 2020 and $0 in 2021. 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)(3) Not applicable.
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 31, 2021 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By: | /s/ Jessica Chase | |
Jessica Chase, Principal Executive Officer | ||
Date: | August 31, 2021 |
By: | /s/ Karen Shaw | |
Karen Shaw, Principal Financial Officer | ||
Date: | August 31, 2021 |