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

As filed with the Securities and Exchange Commission on August 26, 2022

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, 2021 – June 30, 2022

ITEM 1. REPORT TO STOCKHOLDERS.

ACUITAS

US

MICROCAP

FUND

ANNUAL

REPORT

June

30,

2022

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,

2022

2

Dear

Shareholders:

As

of

June

30,

2022,

the

Acuitas

U.S.

Microcap

Fund’s

(the

“Fund”)

net

asset

value

was

$11.53

per

share

with

total

net

assets

at

$47.1

million.

Calendar

year-to-date,

the

Fund

returned

-22.88%,

compared

to

-25.11%

for

the

Russell

Microcap

Index

(the

“Benchmark”).

This

represents

2.23%

of

outperformance

vs.

the

Benchmark

so

far

in

2022.

Since

the

July

18,

2014

inception,

the

Fund

has

returned

an

annualized

7.18%,

outperforming

the

Benchmark

return

of

5.95%

by

123

basis

points

(1

basis

point

=

0.01%)

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.

The

Russell

Microcap

Index’s

-30.73%

return

over

the

trailing

twelve

months

–

and

the

Fund’s

-25.17%

return

(5.56%

of

outperformance)

–

represents

the

largest

annual

drawdown

for

the

Index

and

the

Fund

since

inception

for

a

period

ending

on

June

30th

(when

we

write

this

letter).

This

happens

in

the

wake

of

one

of

the

strongest

periods

the

previous

year

when

we

witnessed

a

powerful

rebound

across

microcap

stocks

and

a

dramatic

economic

recovery

after

the

market

lows

of

2020.

More

recently,

we

have

seen

stocks

sell

off

as

investors

began

to

acknowledge

the

likely

duration

and

effects

of

rising

inflation

and

interest

rates

on

consumer

demand,

corporate

profits

and

economic

growth.

We

remain

very

pleased

with

our

outperformance

of

the

Fund

relative

to

the

Benchmark

despite

the

challenging

market

and

economic

environment.

Market

valuations

have

reset

and

although

small

stocks

have

lagged

large

cap

stocks

over

the

past

year,

valuations

for

smaller

stocks

remain

more

compelling.

Large

cap

stock

valuations

reached

lofty

levels

prior

to

the

market

pullback

supported

by

low

interest

rates,

liquidity,

and

increasingly

easy

and

cheap

ways

to

trade.

As

interest

rates

began

to

rise,

stock

valuations

have

reset,

but

large

cap

valuations

have

not

corrected

enough

to

make

them

compelling.

We

believe

that

microcap

stocks

remain

very

attractive

from

a

valuation

standpoint.

In

2022,

U.S.

stocks

had

one

of

the

worst

starts

to

the

year

in

nearly

50

years.

From

a

macro

perspective,

inflation

was

the

main

concern

for

investors

as

Federal

Reserve

chair

Jerome

Powell

has

stated

that

the

Fed

has

an

“unconditional”

commitment

to

their

primary

current

goal,

which

is

reducing

inflation.

In

addition,

soaring

energy

prices

from

the

conflict

in

Ukraine

weighed

on

consumer

sentiment.

Looking

ahead,

the

market

selloff

has

created

numerous

buying

opportunities

and

our

managers

are

excited

about

the

countless

opportunities

to

buy

stocks

at

discounted

valuations

across

the

microcap

universe.

Finally,

microcap’s

longer

term

returns

meaningfully

lag

large

cap

providing

an

opportunity

for

correction

while

the

active

opportunity

remains

very

much

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

and

strong

stock

selection

added

nearly

2.6%

to

excess

returns.

Technology

also

contributed

to

outperformance

as

well,

as

our

overweight

detracted

from

performance,

but

strong

stock

selection

helped

drive

performance.

The

biggest

drag

on

performance

was

stock

selection

within

financials.

Financials

were

a

bright

spot

in

the

market

generally

as

the

prospect

of

higher

interest

rates

and

positive

loan

growth

drove

sector

performance.

The

Fund’s

underweight

to

financials

detracted

from

performance

during

the

year

and

stock

selection

was

also

weak

within

the

sector.

Finally,

an

overweight

to

industrials

and

strong

stock

selection

within

the

sector

buoyed

returns.

The

range

of

sector

returns

during

the

year

was

nearly

65%

from

lagging

health

care

to

leading

energy

and

while

overall

sector

weights

served

as

a

drag

on

performance,

strong

stock

selection

across

the

portfolio

helped

drive

positive

relative

performance.

As

of

June

30,

2022,

the

Fund’s

sector

allocations

were:

AFMCX

Russell

Microcap

Index

Industrials

22.0

13.0

Health

Care

20.4

25.5

Technology

17.5

10.2

Financials

12.8

20.7

Consumer

Discretionary

10.1

12.2

Energy

5.3

3.9

Consumer

Staples

4.3

0.0

Basic

Materials

3.1

3.9

Real

Estate

2.3

4.9

Telecommunications

1.3

1.2

Utilities

0.9

2.0

ACUITAS

US

MICROCAP

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

June

30,

2022

3

As

of

June

30,

2022,

the

10

largest

positions

in

the

Fund

were:

The

recent

market

decline

has

been

challenging

but

was

sparked

by

many

of

the

risks

we

noted

last

year

with

inflation,

war

in

Ukraine

and

further

supply

chain

disruptions

at

the

forefront.

The

Funds

positioning

in

terms

of

valuation

benefited

the

Fund

during

the

market

decline

as

cheaper

stocks

weathered

the

decline

better.

The

most

aggressive

selloff

in

the

market

came

from

the

highest

P/E

stocks

and

the

most

speculative

investments

that

the

Fund

largely

avoids.

These

were

the

securities

impacted

most

by

the

more

aggressive

stance

and

actions

of

the

Federal

Reserve.

The

Fed’s

effort

to

fight

inflation

has

been

a

key

factor

in

the

market

decline.

Higher

interest

rates

directly

impact

the

consumer

who

has

already

felt

the

impact

of

higher

energy

prices.

On

a

bright

note,

we

are

pleased

to

see

that

the

employment

picture

in

the

U.S.

remains

robust

with

low

unemployment

and

we

do

not

appear

to

face

the

same

credit

problems

for

banks

and

consumers

that

we

saw

in

2008.

While

sentiment

and

pundits

point

toward

recession,

we

believe

that

it

will

likely

be

brief.

Our

investment

managers

continue

to

seek

companies

with

superior

fundamentals

and

quality

leadership

in

strong

market

positions

and

they

are

finding

them

in

abundance.

It

is

important

to

note

that

despite

seeing

weaker

equity

markets

over

the

past

year,

we

have

seen

the

shift

toward

a

better

active

environment,

and

we

believe

this

improved

active

environment

has

room

to

run.

From

a

capitalization

perspective,

we

continue

to

believe

that

microcap

will

lead

out

of

the

bear

market

and

post-inflation

environment.

More

importantly,

we

believe

that

microcap

remains

undervalued

compared

to

the

broad

market

and

remain

excited

for

the

continued

opportunities

going

forward.

Our

investment

managers

are

taking

advantage

of

cheaper

valuations

and

we

believe

we

remain

positioned

well

for

the

future.

Regardless

of

the

market

environment,

we

look

forward

to

continue

seeing

strong

company

fundamentals

rewarded

and

believe

that

this

will

help

drive

the

relative

returns

of

our

Fund.

We

thank

you

for

your

continued

support.

Best

Regards,

Chris

Tessin

IMPORTANT

RISKS

AND

DISCLOSURE:

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

Russell®

Microcap

Index

measures

the

performance

of

the

microcap

segment

of

the

U.S.

equity

market.

Microcap

stocks

make

up

less

than

3%

of

the

U.S.

equity

market

(by

market

cap)

and

consist

of

the

smallest

1,000

securities

in

the

small-cap

Russell

2000®

Index,

plus

the

next

smallest

eligible

securities

by

market

cap.

You

cannot

invest

directly

in

an

index.

Trailing

Price

Earnings

Ratio

(P/E)

is

the

sum

of

a

company's

price-to-earnings,

calculated

by

taking

the

current

stock

price

and

dividing

it

by

the

trailing

earnings

per

share

for

the

past

12

months.

UFP

Technologies

1.71

Photronics

1.66

Agilysis

1.65

Ocean

Bio-Chem

1.65

ePlus

1.49

Meridian

Bioscience

1.34

Interface

1.34

VAALCO

Energy

1.33

Advansix

1.29

Hackett

Group

1.28

ACUITAS

US

MICROCAP

FUND

PERFORMANCE

CHART

AND

ANALYSIS

(Unaudited)

June

30,

2022

4

The

following

chart

reflects

the

change

in

the

value

of

a

hypothetical

$10,000

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

$10,000

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

2.08%

and

2.33%,

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,

2022

(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,

or

(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,

2022

One

Year

Three

Year

Five

Year

Since

Inception

07/18/14

Acuitas

US

Microcap

Fund

-25.17%

7.68%

5.66%

7.18%

Russell

Microcap®

Index

-30.73%

5.05%

4.55%

5.95%

ACUITAS

US

MICROCAP

FUND

SCHEDULE

OF

INVESTMENTS

June

30,

2022

5

See

Notes

to

Financial

Statements.

Shares

Security

Description

Value

Common

Stock

-

95.7%

Basic

Materials

-

3.0%

17,375‌

AdvanSix,

Inc.

$

581,020‌

3,100‌

Hawkins,

Inc.

111,693‌

1,400‌

Intrepid

Potash,

Inc. 

(a)

63,406‌

51,953‌

LifeMD,

Inc. 

(a)

105,984‌

18,939‌

Northern

Technologies

International

Corp.

177,080‌

2,999‌

Snow

Lake

Resources,

Ltd. 

(a)

7,197‌

8,200‌

TimkenSteel

Corp. 

(a)

153,422‌

101,278‌

Venator

Materials

PLC 

(a)

210,658‌

1,410,460‌

Consumer

Discretionary

-

9.6%

25,295‌

Akoustis

Technologies,

Inc. 

(a)

93,591‌

57,689‌

Charles

&

Colvard,

Ltd. 

(a)

71,534‌

15,420‌

Chicken

Soup

For

The

Soul

Entertainment,

Inc. 

(a)

114,262‌

20,000‌

Entravision

Communications

Corp.,

Class A

91,200‌

251,595‌

Fluent,

Inc. 

(a)

299,398‌

21,510‌

Green

Brick

Partners,

Inc. 

(a)

420,951‌

13,910‌

Guess?,

Inc.

237,166‌

15,700‌

Hudson

Technologies,

Inc. 

(a)

117,907‌

48,135‌

Interface,

Inc.

603,613‌

1,800‌

MarineMax,

Inc. 

(a)

65,016‌

30,456‌

Motorcar

Parts

of

America,

Inc. 

(a)

399,583‌

4,700‌

Shoe

Carnival,

Inc.

101,567‌

17,745‌

Stoneridge,

Inc. 

(a)

304,327‌

12,420‌

The

Beauty

Health

Co. 

(a)

159,721‌

7,910‌

The

Children's

Place,

Inc. 

(a)

307,857‌

10,895‌

The

Lovesac

Co. 

(a)

299,613‌

6,900‌

The

ONE

Group

Hospitality,

Inc. 

(a)

50,853‌

44,763‌

Tilly's,

Inc.,

Class A

314,236‌

2,502‌

Winmark

Corp.

489,316‌

4,541,711‌

Consumer

Staples

-

4.2%

7,587‌

Calavo

Growers,

Inc.

316,530‌

286‌

MGP

Ingredients,

Inc.

28,626‌

57,735‌

Ocean

Bio-Chem,

Inc.

743,627‌

1,800‌

Seneca

Foods

Corp.,

Class A 

(a)

99,972‌

2,600‌

The

Chefs'

Warehouse,

Inc. 

(a)

101,114‌

15,540‌

The

Vita

Coco

Co.,

Inc. 

(a)

152,136‌

22,498‌

Village

Super

Market,

Inc.,

Class A

513,179‌

1,955,184‌

Energy

-

5.0%

40,515‌

Berry

Corp.

308,724‌

9,295‌

Civitas

Resources,

Inc.

486,036‌

28,595‌

Geospace

Technologies

Corp. 

(a)

135,540‌

900‌

Nabors

Industries,

Ltd. 

(a)

120,510‌

56,505‌

Newpark

Resources,

Inc. 

(a)

174,600‌

10,800‌

NOW,

Inc. 

(a)

105,624‌

14,200‌

Oil

States

International,

Inc. 

(a)

76,964‌

5,100‌

Ramaco

Resources,

Inc.

67,065‌

3,100‌

Ranger

Oil

Corp. 

(a)

101,897‌

9,600‌

SandRidge

Energy,

Inc. 

(a)

150,432‌

10,870‌

Stabilis

Solutions,

Inc. 

(a)

43,589‌

86,190‌

VAALCO

Energy,

Inc.

598,159‌

2,369,140‌

Financials

-

12.3%

7,930‌

B

Riley

Financial,

Inc.

335,042‌

3,700‌

BayCom

Corp.

76,516‌

5,400‌

Capstar

Financial

Holdings,

Inc.

105,948‌

6,200‌

Central

Valley

Community

Bancorp

89,900‌

10,225‌

Customers

Bancorp,

Inc. 

(a)

346,628‌

11,090‌

Enova

International,

Inc. 

(a)

319,614‌

Shares

Security

Description

Value

Financials

-

12.3%

(continued)

3,800‌

Financial

Institutions,

Inc.

$

98,876‌

4,600‌

First

Internet

Bancorp

169,372‌

8,710‌

First

Western

Financial,

Inc. 

(a)

236,825‌

7,300‌

Hanmi

Financial

Corp.

163,812‌

10,300‌

Heritage

Commerce

Corp.

110,107‌

8,050‌

Horizon

Bancorp,

Inc.

140,231‌

4,000‌

International

Money

Express,

Inc. 

(a)

81,880‌

14,272‌

James

River

Group

Holdings,

Ltd.

353,660‌

46,555‌

Medallion

Financial

Corp.

297,952‌

2,500‌

Metropolitan

Bank

Holding

Corp. 

(a)

173,550‌

3,700‌

Mid

Penn

Bancorp,

Inc.

99,789‌

12,770‌

NMI

Holdings,

Inc.,

Class A 

(a)

212,621‌

12,680‌

Northrim

BanCorp,

Inc.

510,497‌

11,100‌

OP

Bancorp

116,439‌

2,900‌

Peapack-Gladstone

Financial

Corp.

86,130‌

1,400‌

Preferred

Bank/Los

Angeles

CA

95,228‌

5,116‌

QCR

Holdings,

Inc.

276,213‌

6,100‌

Regional

Management

Corp.

227,957‌

27,200‌

Selectquote,

Inc. 

(a)

67,456‌

6,760‌

Stewart

Information

Services

Corp.

336,310‌

5,385‌

Texas

Capital

Bancshares,

Inc. 

(a)

283,466‌

5,000‌

The

First

of

Long

Island

Corp.

87,650‌

90,790‌

United

Insurance

Holdings

Corp.

141,632‌

4,450‌

Veritex

Holdings,

Inc.

130,207‌

5,771,508‌

Health

Care

-

19.5%

14,971‌

908

Devices,

Inc. 

(a)

308,253‌

12,800‌

Aerie

Pharmaceuticals,

Inc. 

(a)

96,000‌

29,880‌

Affimed

NV 

(a)

82,768‌

40,000‌

Agenus,

Inc. 

(a)

77,600‌

2,605‌

Akoya

Biosciences,

Inc. 

(a)

33,474‌

16,800‌

Aldeyra

Therapeutics,

Inc. 

(a)

67,032‌

7,000‌

Altimmune,

Inc. 

(a)

81,900‌

4,500‌

AngioDynamics,

Inc. 

(a)

87,075‌

27,200‌

Assertio

Holdings,

Inc. 

(a)

80,240‌

2,900‌

Avanos

Medical,

Inc. 

(a)

79,286‌

31,340‌

Avid

Bioservices,

Inc. 

(a)

478,248‌

35,416‌

BioLife

Solutions,

Inc. 

(a)

489,095‌

11,090‌

Caribou

Biosciences,

Inc. 

(a)

60,219‌

10,285‌

Castle

Biosciences,

Inc. 

(a)

225,756‌

11,300‌

Catalyst

Pharmaceuticals,

Inc. 

(a)

79,213‌

2,600‌

Celldex

Therapeutics,

Inc. 

(a)

70,096‌

7,500‌

Champions

Oncology,

Inc. 

(a)

60,675‌

1,315‌

ChemoCentryx,

Inc. 

(a)

32,586‌

4,900‌

Chinook

Therapeutics,

Inc. 

(a)

85,701‌

113,510‌

ChromaDex

Corp. 

(a)

189,562‌

3,800‌

Collegium

Pharmaceutical,

Inc. 

(a)

67,336‌

16,400‌

Concert

Pharmaceuticals,

Inc. 

(a)

69,044‌

20,700‌

Cymabay

Therapeutics,

Inc. 

(a)

61,065‌

33,420‌

CytoSorbents

Corp. 

(a)

73,190‌

18,963‌

DermTech,

Inc. 

(a)

105,055‌

9,300‌

Dynavax

Technologies

Corp. 

(a)

117,087‌

2,300‌

Eagle

Pharmaceuticals,

Inc. 

(a)

102,189‌

137,029‌

Harvard

Bioscience,

Inc. 

(a)

493,304‌

5,510‌

Health

Catalyst,

Inc. 

(a)

79,840‌

32,220‌

iCAD,

Inc. 

(a)

128,880‌

19,935‌

ImmunoGen,

Inc. 

(a)

89,707‌

47,566‌

InfuSystem

Holdings,

Inc. 

(a)

458,061‌

17,101‌

Inogen,

Inc. 

(a)

413,502‌

4,800‌

Inotiv,

Inc. 

(a)

46,080‌

2,200‌

iRadimed

Corp.

74,668‌

3,000‌

iTeos

Therapeutics,

Inc. 

(a)

61,800‌

14,215‌

Kezar

Life

Sciences,

Inc. 

(a)

117,558‌

ACUITAS

US

MICROCAP

FUND

SCHEDULE

OF

INVESTMENTS

June

30,

2022

6

See

Notes

to

Financial

Statements.

Shares

Security

Description

Value

Health

Care

-

19.5%

(continued)

3,900‌

Kiniksa

Pharmaceuticals,

Ltd.,

Class A 

(a)

$

37,791‌

16,900‌

Liquidia

Corp. 

(a)

73,684‌

24,900‌

MannKind

Corp. 

(a)

94,869‌

19,876‌

Meridian

Bioscience,

Inc. 

(a)

604,628‌

6,200‌

Myers

Industries,

Inc.

140,926‌

5,860‌

Nature's

Sunshine

Products,

Inc. 

(a)

62,526‌

7,800‌

Nurix

Therapeutics,

Inc. 

(a)

98,826‌

12,252‌

Organogenesis

Holdings,

Inc. 

(a)

59,790‌

8,765‌

OrthoPediatrics

Corp. 

(a)

378,210‌

4,600‌

Phibro

Animal

Health

Corp.,

Class A

87,998‌

7,015‌

Pliant

Therapeutics,

Inc. 

(a)

56,190‌

3,960‌

Prothena

Corp.

PLC 

(a)

107,514‌

26,778‌

Repro-Med

Systems,

Inc. 

(a)

67,748‌

16,760‌

Semler

Scientific,

Inc. 

(a)

472,297‌

7,200‌

Sensus

Healthcare,

Inc. 

(a)

55,296‌

19,316‌

SI-BONE,

Inc. 

(a)

254,971‌

44,610‌

SIGA

Technologies,

Inc.

516,584‌

4,995‌

Silk

Road

Medical,

Inc. 

(a)

181,768‌

4,520‌

Stoke

Therapeutics,

Inc. 

(a)

59,709‌

4,600‌

Vanda

Pharmaceuticals,

Inc. 

(a)

50,140‌

63,100‌

Verastem,

Inc. 

(a)

73,196‌

24,800‌

ViewRay,

Inc. 

(a)

65,720‌

8,996‌

Xenon

Pharmaceuticals,

Inc. 

(a)

273,658‌

9,197,184‌

Industrials

-

21.0%

9,854‌

Allied

Motion

Technologies,

Inc.

225,065‌

12,340‌

Argan,

Inc.

460,529‌

3,745‌

Barrett

Business

Services,

Inc.

272,898‌

1,800‌

BlueLinx

Holdings,

Inc. 

(a)

120,258‌

49,340‌

CECO

Environmental

Corp. 

(a)

295,053‌

5,230‌

Chase

Corp.

406,946‌

14,178‌

CIRCOR

International,

Inc. 

(a)

232,377‌

14,884‌

Columbus

McKinnon

Corp.

422,259‌

90,000‌

Concrete

Pumping

Holdings,

Inc. 

(a)

545,400‌

16,400‌

Conduent,

Inc. 

(a)

70,848‌

1,000‌

CRA

International,

Inc.

89,320‌

9,500‌

Cross

Country

Healthcare,

Inc. 

(a)

197,885‌

9,615‌

Cryoport,

Inc. 

(a)

297,873‌

74,715‌

DHI

Group,

Inc. 

(a)

371,333‌

19,300‌

Diana

Shipping,

Inc.

92,447‌

3,485‌

Distribution

Solutions

Group,

Inc. 

(a)

179,094‌

10,795‌

Ducommun,

Inc. 

(a)

464,617‌

1,600‌

Eagle

Bulk

Shipping,

Inc.

83,008‌

4,166‌

Energy

Recovery,

Inc. 

(a)

80,904‌

2,500‌

Franklin

Covey

Co. 

(a)

115,450‌

2,300‌

Heidrick

&

Struggles

International,

Inc.

74,428‌

264,715‌

Hill

International,

Inc. 

(a)

444,721‌

15,434‌

IES

Holdings,

Inc. 

(a)

465,644‌

19,700‌

Information

Services

Group,

Inc.

133,172‌

3,900‌

Insteel

Industries,

Inc.

131,313‌

29,530‌

Luxfer

Holdings

PLC

446,494‌

540‌

Mesa

Laboratories,

Inc.

110,128‌

75,470‌

Orion

Energy

Systems,

Inc. 

(a)

151,695‌

5,645‌

Primoris

Services

Corp.

122,835‌

71,209‌

Radiant

Logistics,

Inc. 

(a)

528,371‌

10,196‌

ShotSpotter,

Inc. 

(a)

274,374‌

21,458‌

Stagwell,

Inc. 

(a)

116,517‌

5,200‌

Sterling

Infrastructure,

Inc. 

(a)

113,984‌

4,800‌

Titan

International,

Inc. 

(a)

72,480‌

5,200‌

Titan

Machinery,

Inc. 

(a)

116,532‌

5,500‌

Triumph

Group,

Inc. 

(a)

73,095‌

9,656‌

UFP

Technologies,

Inc. 

(a)

768,328‌

8,805‌

Vishay

Precision

Group,

Inc. 

(a)

256,490‌

Shares

Security

Description

Value

Industrials

-

21.0%

(continued)

1,800‌

VSE

Corp.

$

67,644‌

29,384‌

Wabash

National

Corp.

399,035‌

9,890,844‌

Real

Estate

-

2.2%

6,700‌

Alpine

Income

Property

Trust,

Inc.

REIT

120,064‌

26,800‌

Braemar

Hotels

&

Resorts,

Inc.

REIT

114,972‌

5,500‌

BRT

Apartments

Corp.

REIT

118,195‌

15,300‌

Farmland

Partners,

Inc.

REIT

211,140‌

11,946‌

Plymouth

Industrial

REIT,

Inc.

209,533‌

21,400‌

The

Necessity

Retail

REIT,

Inc.

155,792‌

5,300‌

UMH

Properties,

Inc.

REIT

93,598‌

1,023,294‌

Technology

-

16.8%

15,750‌

Agilysys,

Inc. 

(a)

744,503‌

34,820‌

American

Well

Corp.,

Class A 

(a)

150,423‌

11,000‌

Amtech

Systems,

Inc. 

(a)

80,300‌

53,270‌

AXT,

Inc. 

(a)

312,162‌

4,700‌

Benchmark

Electronics,

Inc.

106,032‌

28,143‌

BM

Technologies,

Inc. 

(a)

165,762‌

13,800‌

Cantaloupe,

Inc. 

(a)

77,280‌

20,200‌

Casa

Systems,

Inc. 

(a)

79,386‌

10,100‌

Celestica,

Inc. 

(a)

98,172‌

8,498‌

Cerence,

Inc. 

(a)

214,405‌

10,315‌

CEVA,

Inc. 

(a)

346,171‌

2,300‌

CTS

Corp.

78,315‌

143,990‌

Edgio,

Inc. 

(a)

332,617‌

32,380‌

eGain

Corp. 

(a)

315,705‌

12,640‌

ePlus,

Inc. 

(a)

671,437‌

29,073‌

EverQuote,

Inc.,

Class A 

(a)

257,005‌

6,500‌

Grid

Dynamics

Holdings,

Inc. 

(a)

109,330‌

11,378‌

Hurco

Cos.,

Inc.

281,492‌

14,621‌

Ichor

Holdings,

Ltd. 

(a)

379,854‌

6,800‌

Identiv,

Inc. 

(a)

78,744‌

36,295‌

Key

Tronic

Corp. 

(a)

160,061‌

34,145‌

Magnite,

Inc. 

(a)

303,208‌

25,866‌

MiX

Telematics,

Ltd.,

ADR

210,549‌

26,245‌

Outbrain,

Inc. 

(a)

132,012‌

38,305‌

Photronics,

Inc. 

(a)

746,181‌

36,200‌

Porch

Group,

Inc. 

(a)

92,672‌

14,293‌

Radware,

Ltd. 

(a)

309,729‌

7,803‌

Red

Violet,

Inc. 

(a)

148,569‌

17,300‌

Tactile

Systems

Technology,

Inc. 

(a)

126,290‌

30,320‌

The

Hackett

Group,

Inc.

575,170‌

2,800‌

Ultra

Clean

Holdings,

Inc. 

(a)

83,356‌

6,455‌

Veeco

Instruments,

Inc. 

(a)

125,227‌

7,892,119‌

Telecommunications

-

1.2%

8,300‌

ADTRAN,

Inc.

145,499‌

23,544‌

Airgain,

Inc. 

(a)

191,177‌

3,700‌

IDT

Corp.,

Class A 

(a)

93,055‌

24,430‌

TESSCO

Technologies,

Inc. 

(a)

144,381‌

574,112‌

Utilities

-

0.9%

4,100‌

Heritage-Crystal

Clean,

Inc. 

(a)

110,536‌

44,426‌

Sharps

Compliance

Corp. 

(a)

129,724‌

3,100‌

Unitil

Corp.

182,032‌

422,292‌

Total

Common

Stock

(Cost

$47,230,757)

45,047,848‌

ACUITAS

US

MICROCAP

FUND

SCHEDULE

OF

INVESTMENTS

June

30,

2022

7

See

Notes

to

Financial

Statements.

At

June

30,

2022,

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,

2022. 

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

-

4.2%

1,961,960‌

First

American

Government

Obligations

Fund,

Class X,

1.29% 

(b)

(Cost

$1,961,960)

$

1,961,960‌

Investments,

at

value

-

99.9%

(Cost

$49,192,717)

$

47,009,808‌

Other

Assets

&

Liabilities,

Net

-

0.1%

68,186‌

Net

Assets

-

100.0%

$

47,077,994‌

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,

2022.

Contracts

Description

Exp.Date

Notional

Contract

Value

Value

Net

Unrealized

Depreciation

19‌

CME

E-mini

Russell

2000

Index

Future

09/16/22

$

1,659,848‌

$

1,622,600‌

$

(37,248)‌

Valuation

Inputs

Investments

in

Securities

Other

Financial

Instruments*

Level

1

-

Quoted

Prices

$

45,047,848‌

$

(37,248‌)

Level

2

-

Other

Significant

Observable

Inputs

1,961,960‌

–‌

Level

3

-

Significant

Unobservable

Inputs

–‌

–‌

Total

$

47,009,808‌

$

(37,248‌)

PORTFOLIO

HOLDINGS

(Unaudited)

%

of

Total

Net

Assets

Basic

Materials

3.0‌%

Consumer

Discretionary

9.6‌%

Consumer

Staples

4.2‌%

Energy

5.0‌%

Financials

12.3‌%

Health

Care

19.5‌%

Industrials

21.0‌%

Real

Estate

2.2‌%

Technology

16.8‌%

Telecommunications

1.2‌%

Utilities

0.9‌%

Money

Market

Fund

4.2‌%

Other

Assets

&

Liabilities,

Net

0.1‌%

100.0‌%

ACUITAS

US

MICROCAP

FUND

STATEMENT

OF

ASSETS

AND

LIABILITIES

June

30,

2022

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

$49,192,717)

$

47,009,808‌

Deposits

with

broker

for

futures

206,488‌

Receivables:

Fund

shares

sold

9,325‌

Investment

securities

sold

113,609‌

Dividends

20,187‌

Prepaid

expenses

23,173‌

Total

Assets

47,382,590‌

LIABILITIES

Payables:

Investment

securities

purchased

213,176‌

Accrued

Liabilities:

Investment

adviser

fees

22,914‌

Fund

services

fees

13,925‌

Other

expenses

54,581‌

Total

Liabilities

304,596‌

NET

ASSETS

$

47,077,994‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

49,567,375‌

Accumulated

losses

(2,489,381‌)

NET

ASSETS

$

47,077,994‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

Institutional

Shares

4,083,749‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE*

Institutional

Shares

(based

on

net

assets

of

$47,077,994)

$

11.53‌

ACUITAS

US

MICROCAP

FUND

STATEMENT

OF

OPERATIONS

FOR

THE

YEAR

ENDED

JUNE

30,

2022

9

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$1,235)

$

626,358‌

Total

Investment

Income

626,358‌

EXPENSES

Investment

adviser

fees

715,145‌

Fund

services

fees

195,794‌

Custodian

fees

31,190‌

Registration

fees

22,757‌

Professional

fees

47,268‌

Trustees'

fees

and

expenses

6,344‌

Interest

expense

721‌

Other

expenses

123,927‌

Total

Expenses

1,143,146‌

Fees

waived

(284,253‌)

Net

Expenses

858,893‌

NET

INVESTMENT

LOSS

(232,535‌)

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

(loss)

on:

Investments

5,372,232‌

Futures

(308,368‌)

Net

realized

gain

5,063,864‌

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments

(20,725,299‌)

Futures

(39,760‌)

Net

change

in

unrealized

appreciation

(depreciation)

(20,765,059‌)

NET

REALIZED

AND

UNREALIZED

LOSS

(15,701,195‌)

DECREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

(15,933,730‌)

ACUITAS

US

MICROCAP

FUND

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

10

See

Notes

to

Financial

Statements.

For

the

Years

Ended

June

30,

2022

2021

OPERATIONS

Net

investment

loss

$

(232,535‌)

$

(182,802‌)

Net

realized

gain

5,063,864‌

14,189,193‌

Net

change

in

unrealized

appreciation

(depreciation)

(20,765,059‌)

18,035,222‌

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

(15,933,730‌)

32,041,613‌

DISTRIBUTIONS

TO

SHAREHOLDERS

Institutional

Shares

(4,606,485‌)

–‌

Total

Distributions

Paid

(4,606,485‌)

–‌

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares:

Institutional

Shares

11,116,557‌

7,417,185‌

Reinvestment

of

distributions:

Institutional

Shares

4,580,234‌

–‌

Redemption

of

shares:

Institutional

Shares

(14,495,313‌)

(13,526,187‌)

Redemption

fees:

Institutional

Shares

557‌

275‌

Increase

(Decrease)

in

Net

Assets

from

Capital

Share

Transactions

1,202,035‌

(6,108,727‌)

Increase

(Decrease)

in

Net

Assets

(19,338,180‌)

25,932,886‌

NET

ASSETS

Beginning

of

Year

66,416,174‌

40,483,288‌

End

of

Year

$

47,077,994‌

$

66,416,174‌

SHARE

TRANSACTIONS

Sale

of

shares:

Institutional

Shares

779,405‌

535,597‌

Reinvestment

of

distributions:

Institutional

Shares

320,072‌

–‌

Redemption

of

shares:

Institutional

Shares

(980,826‌)

(1,194,038‌)

Increase

(Decrease)

in

Shares

118,651‌

(658,441‌)

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,

2022

2021

2020

2019

2018

INSTITUTIONAL

SHARES

NET

ASSET

VALUE,

Beginning

of

Year

$

16.75‌

$

8.76‌

$

10.05‌

$

14.17‌

$

12.57‌

INVESTMENT

OPERATIONS

Net

investment

loss

(a)

(0.06‌)

(0.05‌)

(0.05‌)

(0.09‌)

(0.12‌)

Net

realized

and

unrealized

gain

(loss)

(3.91‌)

8.04‌

(1.23‌)

(1.46‌)

2.19‌

Total

from

Investment

Operations

(3.97‌)

7.99‌

(1.28‌)

(1.55‌)

2.07‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

realized

gain

(1.25‌)

–‌

(0.01‌)

(2.57‌)

(0.47‌)

Total

Distributions

to

Shareholders

(1.25‌)

–‌

(0.01‌)

(2.57‌)

(0.47‌)

REDEMPTION

FEES(a)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

NET

ASSET

VALUE,

End

of

Year

$

11.53‌

$

16.75‌

$

8.76‌

$

10.05‌

$

14.17‌

TOTAL

RETURN

(25.17‌)%

91.21‌%

(12.75‌)%

(9.68‌)%

16.77‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000s

omitted)

$

47,078‌

$

66,416‌

$

40,483‌

$

77,663‌

$

108,339‌

Ratios

to

Average

Net

Assets:

Net

investment

loss

(0.41‌)%

(0.36‌)%

(0.47‌)%

(0.78‌)%

(0.91‌)%

Net

expenses

1.50‌%

1.50‌%

1.70‌%

1.70‌%

1.70‌%

Gross

expenses

(c)

2.00‌%

2.08‌%

2.03‌%

1.87‌%

1.80‌%

PORTFOLIO

TURNOVER

RATE

61‌%

78‌%

74‌%

108‌%

48‌%

(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,

2022

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,

2022,

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

Accounting

Standards

Codification

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,

2022

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,

2022,

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,

2022,

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,

2022,

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,

2022

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

(the

“Distributor”),

a

wholly

owned

subsidiary

of

Foreside

Financial

Group,

LLC

(doing

business

as

ACA

Group),

acts

as

the

agent

of

the

Trust

in

connection

with

the

continuous

offering

of

shares

of

the

Fund.

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,

2022.

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,

2022,

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,

2022,

$741,202

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

$

261,032‌

$

23,221‌

$

284,253‌

ACUITAS

US

MICROCAP

FUND

NOTES

TO

FINANCIAL

STATEMENTS

June

30,

2022

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,

2022,

totaled

$

33,892,554

and

$

37,420,366

,

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

year

ended

June

30,

2022

,

for

futures

contracts

was

$

8

,

072

,

131

.

The

Fund’s

use

of

derivatives

for

the

year

ended

June

30,

2022

,

was

limited

to

futures

contracts.

Following

is

a

summary

of

the

effect

of

derivatives

on

the

Statement

of

Assets

and

Liabilities

as

of

June

30,

2022.

Realized

and

unrealized

gains

and

losses

on

derivatives

contracts

for

the

year

ended

June

30,

2022

,

are

recorded

by

the

Fund

in

the

following

locations

on

the

Statement

of

Operations:

Asset

(Liability)

amounts

shown

in

the

table

below

represent

amounts

for

derivative

related

investments

at

June

30,

2022.

These

amounts

may

be

collateralized

by

cash

or

financial

instruments.

Note

7.

Federal

Income

Tax

As

of

June

30,

2022,

the

cost

for

federal

income

tax

purposes

is

$50,640,874

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:

Location:

Equity

Contracts

Liability

derivatives:

Unrealized

depreciation

on

futures*

$

(37,248‌)

*

Balance

is

included

in

the

deposits

with

broker

for

futures

on

the

Statement

of

Assets

and

Liabilities.

Location:

Equity

Contracts

Net

realized

loss

on:

Futures

$

(308,368‌)

Total

net

realized

loss

$

(308,368‌)

Net

change

in

unrealized

appreciation

(depreciation)

on:

Futures

$

(39,760‌)

Total

net

change

in

unrealized

appreciation

(depreciation)

$

(39,760‌)

Gross

Asset

(Liability)

as

Presented

in

the

Statement

of

Assets

and

Liabilities

Financial

Instruments

(Received)

Pledged*

Cash

Collateral

(Received)

Pledged*

Net

Amount

Unrealized

Depreciation

on

Futures**

$

(37,248)

$

-

$

37,248

$

-

*

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

$

7,820,148‌

Gross

Unrealized

Depreciation

(11,451,214‌)

Net

Unrealized

Depreciation

$

(3,631,066‌)

2022

2021

Ordinary

Income

$

1,023,603‌

$

–‌

Long-Term

Capital

Gain

3,582,882‌

–‌

$

4,606,485‌

$

–‌

ACUITAS

US

MICROCAP

FUND

NOTES

TO

FINANCIAL

STATEMENTS

June

30,

2022

16

As

of

June

30,

2022,

distributable

earnings

(accumulated

losses)

on

a

tax

basis

were

as

follows:

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.

For

tax

purposes,

the

current

year

post-October

loss

was

$1,709,606

for

the

Fund

(realized

during

the

period

November

1,

2021

through

June

30,

2022).

This

loss

will

be

recognized

for

tax

purposes

the

first

business

day

of

the

Fund’s

next

fiscal

year,

July

1,

2022.

Note

8.

Subsequent

Events

Subsequent

events

occurring

after

the

date

of

this

report

through

the

date

these

financial

statements

were

issued

have

been

evaluated

for

potential

impact,

and

the

Fund

has

had

no

such

events.

Management

has

evaluated

the

need

for

additional

disclosures

and/or

adjustments

resulting

from

subsequent

events.

Based

on

this

evaluation,

no

additional

disclosures

or

adjustments

were

required.

Other

Temporary

Differences

$

(721‌)

Undistributed

Long-Term

Gain

2,852,012‌

Capital

and

Other

Losses

(1,709,606‌)

Unrealized

Depreciation

(3,631,066‌)

Total

$

(2,489,381‌)

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,

2022,

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,

2022,

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,

2022

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

24

,

2022

ACUITAS

US

MICROCAP

FUND

ADDITIONAL

INFORMATION

(Unaudited)

June

30,

2022

18

Investment

Advisory

Agreement

Approval

Acuitas

US

Microcap

Fund

(“Microcap

Fund”)

(the

“Fund”)

At

the

June

10,

2022

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.;

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-,

three-,

and

five-year

periods

ended

March

31,

2022,

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

Strategic

Insight,

Inc.

(“Strategic

Insight”)

believed

to

have

characteristics

similar

to

those

of

the

Fund.

Based

on

information

presented

by

Strategic

Insight,

the

Board

observed

that

the

Fund

underperformed

the

average

of

the

Strategic

Insight

peers

for

the

one-year

period

ended

March

31,

2022

and

outperformed

the

average

of

the

Strategic

Insight

peers

for

the

three-,

and

five-year

periods

ended

March

31,

2022.

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

Strategic

Insight

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

Strategic

Insight

peer

group

operate

within

the

small

cap

universe,

whereas

the

Fund

places

a

larger

emphasis

on

microcap

investments,

which

tend

to

have

higher

beta

than

small

cap

companies

and,

as

a

result,

tend

to

lag

the

performance

of

small

cap

companies

during

bear

markets

such

as

the

market

environment

experienced

from

late

2021

through

year-to-date

2022.

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

underperformed

the

average

of

the

Comparable

Funds

for

the

one-year

period

ended

March

31,

2022,

and

outperformed

the

average

of

the

Comparable

Funds

for

the

three-,

and

five-year

periods

ended

ACUITAS

US

MICROCAP

FUND

ADDITIONAL

INFORMATION

(Unaudited)

June

30,

2022

19

March

31,

2022

and

that

the

Fund’s

performance

was

more

closely

aligned

with

the

performance

of

the

Comparable

Funds

than

the

performance

of

the

Strategic

Insight

peers.

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

Strategic

Insight

peers.

The

Board

noted

that,

based

on

the

information

provided

by

Strategic

Insight,

the

actual

advisory

fee

rate

and

actual

total

expense

ratio

for

the

Fund

were

each

higher

than

the

median

of

its

Strategic

Insight

peers.

The

Board

noted

the

Adviser’s

representation

that

the

Fund’s

Strategic

Insight

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

Strategic

Insight

peer

groups

did

not

operate

pursuant

to

a

multi-manager

structure

and

that,

unlike

the

peers

in

the

Strategic

Insight

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

Strategic

Insight

peers

were

not

directly

comparable.

The

Board

noted

further

the

Adviser’s

representation

that

the

total

expense

ratio

for

the

Fund

was

equal

to

the

average

of

the

expense

ratios

of

the

Comparable

Funds.

Finally,

the

Board

observed

that

the

contractual

advisory

fee

and

expense

cap

were

each

lowered

as

recently

as

2020.

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

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

were

reasonable

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,

2022

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

generally

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.

The

Board

considered

that

the

subadvisory

fee

rates

were

negotiated

at

arm’s

length

between

the

Adviser

and

each

Subadviser

and

that,

for

the

reasons

cited

above,

among

other

relevant

considerations,

breakpoints

in

the

subadvisory

fee

rates

were

unlikely

to

result

in

the

Fund’s

realization

of

economies

of

scale.

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”)

–

Meros

Investment

Management,

LP

At

the

June

10,

2022

Board

meeting

(“June

meeting”),

the

Board,

including

the

Independent

Trustees,

considered

the

approval

of

a

new

investment

subadvisory

agreement

between

Acuitas

Investments,

LLC

(the

“Adviser”)

and

Meros

Investment

Management,

LP

(“Meros”)

(the

“Subadviser”)

pertaining

to

the

Fund

(the

“Subadvisory

Agreement”).

The

Subadvisory

Agreement

was

being

considered

in

connection

with

the

anticipated

termination

of

the

original

subadvisory

agreement

between

Meros

and

the

Adviser

(“Original

Agreement”)

due

to

an

internal

restructuring

of

the

ownership

of

Meros’

parent

company

(the

“Transaction”).

The

Subadvisory

Agreement

is

identical

to

the

Original

Agreement,

except

for

the

effective

date.

The

Transaction

is

expected

to

result

in

a

change

in

control

of

Meros,

and

thus,

a

termination

of

the

Original

Agreement.

ACUITAS

US

MICROCAP

FUND

ADDITIONAL

INFORMATION

(Unaudited)

June

30,

2022

21

In

preparation

for

its

deliberations,

the

Board

requested

and

reviewed

written

responses

from

Meros

to

a

due

diligence

questionnaire

circulated

on

the

Board’s

behalf

concerning

Meros’

personnel,

operations,

financial

condition,

performance,

compensation,

and

services

to

be

provided

to

a

portion

of

the

Fund

by

the

Subadviser

(the

“Sleeve”).

The

Board

also

discussed

the

materials

with

independent

legal

counsel

to

the

Independent

Trustees

(“Independent

Legal

Counsel”)

and,

as

necessary,

with

the

Trust's

administrator.

During

its

deliberations,

the

Board

received

an

oral

presentation

from

the

Adviser

and

was

assisted

by

the

advice

of

Independent

Legal

Counsel.

At

the

June

meeting,

the

Board

reviewed,

among

other

matters,

the

topics

discussed

below:

Nature,

Extent

and

Quality

of

Services

The

Board

received

a

presentation

from

senior

representatives

of

the

Adviser

and

discussed

Meros’

personnel,

operations

and

financial

condition.

In

this

context,

the

Board

considered

the

adequacy

of

Meros’

resources

and

the

quality

of

services

to

be

provided

by

Meros

under

the

Subadvisory

Agreement.

The

Board

reviewed

information

regarding

the

experience,

qualifications

and

professional

background

of

the

portfolio

managers

and

other

personnel

at

Meros

who,

as

Meros

employees

had,

and

under

the

Subadvisory

Agreement

would

continue

to

have,

responsibility

for

the

Sleeve.

The

Board

considered

the

Adviser’s

representation

that

the

portfolio

managers

of

Meros

who

were

responsible

for

the

Sleeve

would

continue

in

that

role

as

portfolio

managers

at

Meros

and

noted

that,

since

2019,

the

same

portfolio

managers

had

provided

such

services

to

the

Fund.

The

Board

considered

the

investment

philosophy

and

decision-making

process

of

those

professionals

and

the

capability

and

integrity

of

Meros’

senior

management

and

staff.

The

Board

also

evaluated

the

anticipated

quality

of

Meros’

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

to

approve

the

Subadvisory

Agreement

with

Meros.

The

Board

also

noted

Meros’

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

Meros

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

fees

paid

and

revenue

received

by

the

Subadviser

from

its

relationship

with

the

Fund,

noting

the

arm’s-length

nature

of

the

relationship

between

the

Adviser

and

the

Subadviser

with

respect

to

the

negotiation

of

the

subadvisory

fee

rate

that

would

apply.

The

Board

concluded

that

the

Subadviser’s

profitability

was

not

a

material

factor

in

determining

whether

or

not

to

approve

the

Subadvisory

Agreement.

Performance

Recognizing

that

the

Subadviser’s

portfolio

management

personnel

were

the

same

as

those

currently

employed

to

manage

the

Sleeve

as

employees

of

Meros,

the

Board

considered

the

historical

performance

of

the

proposed

portfolio

managers

of

the

Subadviser

in

managing

the

Sleeve,

including

in

particular

the

Adviser’s

evaluation

of

the

performance

Meros

achieved

for

the

Sleeve.

The

Board

noted

the

Adviser

had

expressed

satisfaction

with

the

performance

of

Meros

and

that

the

Adviser

had

recommended

the

approval

of

the

Subadvisory

Agreement.

Based

on

the

Adviser’s

evaluation

of

Meros’

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

Funds.

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

no

greater

than

the

compensation

that

Meros

received

under

the

prior

subadvisory

agreement.

As

a

result,

the

Board

concluded

that

the

proposed

compensation

for

providing

subadvisory

services

to

the

Fund

was

not

a

material

factor

in

considering

the

approval

of

the

Subadvisory

Agreement.

ACUITAS

US

MICROCAP

FUND

ADDITIONAL

INFORMATION

(Unaudited)

June

30,

2022

22

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.

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,

2022

through

June

30,

2022.

Actual

Expenses

–

The

first

line

of

the

table

below

provides

information

about

actual

account

values

and

actual

expenses.

You

may

use

the

information

in

this

line,

together

with

the

amount

you

invested,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

in

the

first

line

under

the

heading

entitled

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

the

period.

ACUITAS

US

MICROCAP

FUND

ADDITIONAL

INFORMATION

(Unaudited)

June

30,

2022

23

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

For

federal

income

tax

purposes,

dividends

from

short-term

capital

gains

are

classified

as

ordinary

income.

The

Fund

designates

73.98

%

of

its

income

dividend

distributed

as

qualifying

for

the

corporate

dividends-received

deduction

(DRD)

and

78.52

%

for

the

qualified

dividend

rate

(QDI)

as

defined

in

Section

1(h)(11)

of

the

Code.

The

Fund

also

designates

100.00%

as

short-term

capital

gain

dividends

exempt

from

U.S.

tax

for

foreign

shareholders

(QSD).

Pursuant

to

Section

852

(b)(3)

of

the

Internal

Revenue

Code,

the

Fund

designates

$3,582,882

as

long-term

capital

gain

dividends

for

the

year

ended

June

30,

2022.

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,

2022

Ending

Account

Value

June

30,

2022

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Institutional

Shares

Actual

$

1,000.00‌

$

771.24‌

$

6.59‌

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.

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,

2022

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),

2017-2021;

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.

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-0622

FOR

MORE

INFORMATION

Investment

Adviser

Acuitas

Investments,

LLC

520

Pike

Street,

Suite

1221

Seattle,

WA

98101

https://acuitasinvestments.com

Transfer

Agent

Apex

Fund

Services

P.O.

Box

588

Portland,

ME

04112

www.apexgroup.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 2021 and $13,400 in 2022.

(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 2021 and $0 in 2022. 

(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 $3,000 in 2021 and $3,000 in 2022.  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 2021 and $0 in 2022. 

(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 2021 and $0 in 2022.  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:	08/26/2022

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:	08/26/2022

By:	/s/ Karen Shaw
	Karen Shaw, Principal Financial Officer
Date:	08/26/2022