As filed with the Securities and Exchange Commission on February 10, 2023
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, 2023
Date of reporting period: July 1, 2022– December 31, 2022
ITEM 1. REPORT TO STOCKHOLDERS.
ACUITAS
US
MICROCAP
FUND
SEMI-ANNUAL
REPORT
December
31,
2022
(Unaudited)
TABLE
OF
CONTENTS
Schedule
of
Investments
1
Statement
of
Assets
and
Liabilities
4
Statement
of
Operations
5
Statements
of
Changes
in
Net
Assets
6
Financial
Highlights
7
Notes
to
Financial
Statements
8
Additional
Information
13
ACUITAS
US
MICROCAP
FUND
SCHEDULE
OF
INVESTMENTS
December
31,
2022
1
See
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Common
Stock
-
98.1%
Basic
Materials
-
2.4%
12,306
AdvanSix,
Inc.
$
467,874
67,803
LifeMD,
Inc.
(a)
131,538
11,816
Northern
Technologies
International
Corp.
157,271
14,306
Orion
Engineered
Carbons
SA
254,790
2,700
Ryerson
Holding
Corp.
81,702
1,093,175
Consumer
Discretionary
-
11.2%
18,020
Alta
Equipment
Group,
Inc.
237,684
2,800
BJ's
Restaurants,
Inc.
(a)
73,864
56,975
Charles
&
Colvard,
Ltd.
(a)
46,435
18,745
Chicken
Soup
For
The
Soul
Entertainment,
Inc.
(a)
95,974
17,700
Chico's
FAS,
Inc.
(a)
87,084
8,300
Denny's
Corp.
(a)
76,443
24,205
Duluth
Holdings,
Inc.,
Class B
(a)
149,587
19,400
Entravision
Communications
Corp.,
Class A
93,120
258,675
Fluent,
Inc.
(a)
281,956
11,730
Green
Brick
Partners,
Inc.
(a)
284,218
13,245
Guess?,
Inc.
274,039
1,700
Hibbett,
Inc.
115,974
12,300
Hudson
Technologies,
Inc.
(a)
124,476
46,422
Interface,
Inc.
458,185
8,100
Lindblad
Expeditions
Holdings,
Inc.
(a)
62,370
22,805
Motorcar
Parts
of
America,
Inc.
(a)
270,467
14,800
Purple
Innovation,
Inc.
(a)
70,892
4,600
Shoe
Carnival,
Inc.
109,986
15,142
Stoneridge,
Inc.
(a)
326,462
21,040
The
Beauty
Health
Co.
(a)
191,464
8,791
The
Children's
Place,
Inc.
(a)
320,168
10,360
The
Lovesac
Co.
(a)
228,024
18,978
The
ONE
Group
Hospitality,
Inc.
(a)
119,561
32,943
Tilly's,
Inc.,
Class A
(a)
298,134
2,512
Winmark
Corp.
592,405
9,360
Zumiez,
Inc.
(a)
203,486
5,192,458
Consumer
Staples
-
1.5%
26,700
Cronos
Group,
Inc.
(a)
67,818
276
MGP
Ingredients,
Inc.
29,361
4,100
The
Chefs'
Warehouse,
Inc.
(a)
136,448
19,978
Village
Super
Market,
Inc.,
Class A
465,288
698,915
Energy
-
5.0%
51,380
Berry
Corp.
411,040
8,875
Civitas
Resources,
Inc.
514,129
43,610
Geospace
Technologies
Corp.
(a)
184,034
900
Nabors
Industries,
Ltd.
(a)
139,383
52,105
Newpark
Resources,
Inc.
(a)
216,236
10,400
NOW,
Inc.
(a)
132,080
13,900
Oil
States
International,
Inc.
(a)
103,694
2,900
Ranger
Oil
Corp.
117,247
5,600
SandRidge
Energy,
Inc.
(a)
95,368
9,180
Stabilis
Solutions,
Inc.
(a)
47,552
83,495
VAALCO
Energy,
Inc.
380,737
2,341,500
Financials
-
11.1%
7,150
B
Riley
Financial,
Inc.
244,530
6,100
Central
Valley
Community
Bancorp
129,198
11,600
Customers
Bancorp,
Inc.
(a)
328,744
11,900
eHealth,
Inc.
(a)
57,596
10,500
Enova
International,
Inc.
(a)
402,885
2,900
First
Internet
Bancorp
70,412
Shares
Security
Description
Value
Financials
-
11.1%
(continued)
8,430
First
Western
Financial,
Inc.
(a)
$
237,304
5,800
Hanmi
Financial
Corp.
143,550
10,000
Heritage
Commerce
Corp.
130,000
4,628
Hippo
Holdings,
Inc.
(a)
62,941
4,650
Horizon
Bancorp,
Inc.
70,122
2,900
International
Money
Express,
Inc.
(a)
70,673
9,307
James
River
Group
Holdings,
Ltd.
194,609
44,925
Medallion
Financial
Corp.
320,764
2,400
Metropolitan
Bank
Holding
Corp.
(a)
140,808
4,500
Mid
Penn
Bancorp,
Inc.
134,865
12,200
NMI
Holdings,
Inc.,
Class A
(a)
254,980
11,580
Northrim
BanCorp,
Inc.
631,921
10,700
OP
Bancorp
119,412
2,700
Peapack-Gladstone
Financial
Corp.
100,494
1,700
Preferred
Bank/Los
Angeles
CA
126,854
7,515
QCR
Holdings,
Inc.
373,045
6,235
Regional
Management
Corp.
175,079
5,235
Texas
Capital
Bancshares,
Inc.
(a)
315,723
4,900
The
First
of
Long
Island
Corp.
88,200
94,825
United
Insurance
Holdings
Corp.
(a)
100,515
4,180
Veritex
Holdings,
Inc.
117,374
5,142,598
Health
Care
-
21.5%
15,691
908
Devices,
Inc.
(a)
119,565
38,600
Agenus,
Inc.
(a)
92,640
13,805
Akoya
Biosciences,
Inc.
(a)
132,114
16,200
Aldeyra
Therapeutics,
Inc.
(a)
112,752
5,600
Altimmune,
Inc.
(a)
92,120
6,200
AngioDynamics,
Inc.
(a)
85,374
39,900
Assertio
Holdings,
Inc.
(a)
171,570
2,700
Avanos
Medical,
Inc.
(a)
73,062
42,320
Avid
Bioservices,
Inc.
(a)
582,746
26,802
BioLife
Solutions,
Inc.
(a)
487,796
18,060
Bluebird
Bio,
Inc.
(a)
124,975
15,700
Butterfly
Network,
Inc.
(a)
38,622
10,265
Caribou
Biosciences,
Inc.
(a)
64,464
13,051
Castle
Biosciences,
Inc.
(a)
307,220
10,900
Catalyst
Pharmaceuticals,
Inc.
(a)
202,740
3,100
Celldex
Therapeutics,
Inc.
(a)
138,167
4,800
Chinook
Therapeutics,
Inc.
(a)
125,760
140,245
ChromaDex
Corp.
(a)
235,612
15,800
Concert
Pharmaceuticals,
Inc.
(a)
92,272
20,200
Cymabay
Therapeutics,
Inc.
(a)
126,654
16,105
CytoSorbents
Corp.
(a)
24,963
9,100
Dynavax
Technologies
Corp.
(a)
96,824
2,200
Eagle
Pharmaceuticals,
Inc.
(a)
64,306
28,100
Geron
Corp.
(a)
68,002
158,531
Harvard
Bioscience,
Inc.
(a)
439,131
28,274
Health
Catalyst,
Inc.
(a)
300,553
2,780
Heska
Corp.
(a)
172,805
33,960
iCAD,
Inc.
(a)
62,147
38,910
ImmunoGen,
Inc.
(a)
192,994
49,002
InfuSystem
Holdings,
Inc.
(a)
425,337
16,491
Inogen,
Inc.
(a)
325,038
2,100
iRadimed
Corp.
59,409
2,900
iTeos
Therapeutics,
Inc.
(a)
56,637
17,605
Kezar
Life
Sciences,
Inc.
(a)
123,939
8,875
Kiniksa
Pharmaceuticals,
Ltd.,
Class A
(a)
132,947
25,824
KORU
Medical
Systems,
Inc.
(a)
92,192
28,100
Lexicon
Pharmaceuticals,
Inc.
(a)
53,671
24,100
MannKind
Corp.
(a)
127,007
18,184
MaxCyte,
Inc.
(a)
99,285
6,000
Myers
Industries,
Inc.
133,380
ACUITAS
US
MICROCAP
FUND
SCHEDULE
OF
INVESTMENTS
December
31,
2022
2
See
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Health
Care
-
21.5%
(continued)
5,860
Nature's
Sunshine
Products,
Inc.
(a)
$
48,755
7,600
Nurix
Therapeutics,
Inc.
(a)
83,448
9,385
OrthoPediatrics
Corp.
(a)
372,866
6,335
Pliant
Therapeutics,
Inc.
(a)
122,456
3,588
Prothena
Corp.
PLC
(a)
216,177
5,700
Provention
Bio,
Inc.
(a)
60,249
2,500
Rhythm
Pharmaceuticals,
Inc.
(a)
72,800
4,200
Rocket
Pharmaceuticals,
Inc.
(a)
82,194
17,000
scPharmaceuticals,
Inc.
(a)
121,890
17,750
Semler
Scientific,
Inc.
(a)
585,750
24,241
SI-BONE,
Inc.
(a)
329,678
62,750
SIGA
Technologies,
Inc.
461,840
3,720
Silk
Road
Medical,
Inc.
(a)
196,602
9,544
Stoke
Therapeutics,
Inc.
(a)
88,091
3,000
TransMedics
Group,
Inc.
(a)
185,160
6,500
Vanda
Pharmaceuticals,
Inc.
(a)
48,035
24,100
ViewRay,
Inc.
(a)
107,968
7,272
Xenon
Pharmaceuticals,
Inc.
(a)
286,735
12,255
Zymeworks,
Inc.
(a)
96,324
10,023,810
Industrials
-
25.3%
37,737
AerSale
Corp.
(a)
612,094
9,503
Allied
Motion
Technologies,
Inc.
330,800
9,350
Argan,
Inc.
344,828
3,655
Barrett
Business
Services,
Inc.
340,938
1,700
BlueLinx
Holdings,
Inc.
(a)
120,887
35,830
CECO
Environmental
Corp.
(a)
418,494
7,332
Chase
Corp.
632,458
14,854
CIRCOR
International,
Inc.
(a)
355,902
18,513
Columbus
McKinnon
Corp.
601,117
37,463
Computer
Task
Group,
Inc.
(a)
283,220
90,520
Concrete
Pumping
Holdings,
Inc.
(a)
529,542
23,300
Conduent,
Inc.
(a)
94,365
900
CRA
International,
Inc.
110,187
3,200
Cross
Country
Healthcare,
Inc.
(a)
85,024
9,360
Cryoport,
Inc.
(a)
162,396
71,770
DHI
Group,
Inc.
(a)
379,663
1,500
Distribution
Solutions,
Inc.
(a)
55,290
10,410
Ducommun,
Inc.
(a)
520,084
2,400
Franklin
Covey
Co.
(a)
112,248
2,200
Heidrick
&
Struggles
International,
Inc.
61,534
9,834
I3
Verticals,
Inc.,
Class A
(a)
239,360
16,754
IES
Holdings,
Inc.
(a)
595,940
19,100
Information
Services
Group,
Inc.
87,860
3,700
Insteel
Industries,
Inc.
101,824
34,220
Luxfer
Holdings
PLC
469,498
4,400
Napco
Security
Technologies,
Inc.
(a)
120,912
29,200
Nordic
American
Tankers,
Ltd.
89,352
106,186
Orion
Energy
Systems,
Inc.
(a)
193,259
13,100
Primoris
Services
Corp.
287,414
69,545
Radiant
Logistics,
Inc.
(a)
353,984
22,932
Ranpak
Holdings
Corp.
(a)
132,318
13,820
Research
Solutions,
Inc./CA
(a)
26,673
10,746
ShotSpotter,
Inc.
(a)
363,537
20,758
Stagwell,
Inc.
(a)
128,907
5,000
Sterling
Infrastructure,
Inc.
(a)
164,000
1,600
Teekay
Tankers,
Ltd.,
Class A
(a)
49,296
8,300
Titan
International,
Inc.
(a)
127,156
5,000
Titan
Machinery,
Inc.
(a)
198,650
5,300
Triumph
Group,
Inc.
(a)
55,756
7,026
UFP
Technologies,
Inc.
(a)
828,295
2,900
V2X,
Inc.
(a)
119,741
8,320
Vishay
Precision
Group,
Inc.
(a)
321,568
Shares
Security
Description
Value
Industrials
-
25.3%
(continued)
1,700
VSE
Corp.
$
79,696
22,653
Wabash
National
Corp.
511,958
11,798,025
Real
Estate
-
1.7%
6,500
Alpine
Income
Property
Trust,
Inc.
REIT
124,020
25,900
Braemar
Hotels
&
Resorts,
Inc.
REIT
106,449
5,400
BRT
Apartments
Corp.
REIT
106,056
14,030
Plymouth
Industrial
REIT,
Inc.
269,095
7,100
The
GEO
Group,
Inc.
(a)
77,745
20,600
The
Necessity
Retail
REIT,
Inc.
122,158
805,523
Technology
-
15.8%
8,300
ADTRAN
Holdings,
Inc.
155,957
10,740
Agilysys,
Inc.
(a)
849,964
36,485
American
Well
Corp.,
Class A
(a)
103,253
10,500
Amtech
Systems,
Inc.
(a)
79,800
49,220
AXT,
Inc.
(a)
215,584
3,900
Bandwidth,
Inc.,
Class A
(a)
89,505
4,600
Benchmark
Electronics,
Inc.
122,774
27,300
BM
Technologies,
Inc.
(a)
142,233
13,500
Cantaloupe,
Inc.
(a)
58,725
9,800
Celestica,
Inc.
(a)
110,446
9,660
Cerence,
Inc.
(a)
179,000
11,380
CEVA,
Inc.
(a)
291,100
3,800
CTS
Corp.
149,796
120,000
Edgio,
Inc.
(a)
135,600
31,226
eGain
Corp.
(a)
281,971
12,700
ePlus,
Inc.
(a)
562,356
25,279
EverQuote,
Inc.,
Class A
(a)
372,612
18,015
Grid
Dynamics
Holdings,
Inc.
(a)
202,128
10,972
Hurco
Cos.,
Inc.
286,698
11,979
Ichor
Holdings,
Ltd.
(a)
321,277
6,600
indie
Semiconductor,
Inc.,
Class A
(a)
38,478
36,295
Key
Tronic
Corp.
(a)
157,157
33,913
Magnite,
Inc.
(a)
359,139
24,944
MiX
Telematics,
Ltd.,
ADR
175,356
40,599
Outbrain,
Inc.
(a)
146,968
35,028
Photronics,
Inc.
(a)
589,521
1,970
PROS
Holdings,
Inc.
(a)
47,792
14,073
Radware,
Ltd.
(a)
277,942
9,295
Red
Violet,
Inc.
(a)
213,971
14,119
Solaris
Oilfield
Infrastructure,
Inc.,
Class A
140,202
14,800
Tactile
Systems
Technology,
Inc.
(a)
169,904
25,000
TrueCar,
Inc.
(a)
62,750
13,850
Veeco
Instruments,
Inc.
(a)
257,333
7,347,292
Telecommunications
-
2.0%
24,814
Airgain,
Inc.
(a)
161,539
1,100
Clearfield,
Inc.
(a)
103,554
2,400
Digi
International,
Inc.
(a)
87,720
21,500
Harmonic,
Inc.
(a)
281,650
3,500
IDT
Corp.,
Class A
(a)
98,595
4,700
NETGEAR,
Inc.
(a)
85,117
25,510
TESSCO
Technologies,
Inc.
(a)
122,958
941,133
Utilities
-
0.6%
3,900
Heritage-Crystal
Clean,
Inc.
(a)
126,672
16,571
Select
Energy
Services,
Inc.,
Class A
153,116
279,788
Total
Common
Stock
(Cost
$44,933,049)
45,664,217
ACUITAS
US
MICROCAP
FUND
SCHEDULE
OF
INVESTMENTS
December
31,
2022
3
See
Notes
to
Financial
Statements.
At
December
31,
202
2
,
the
Fund
held
the
following
exchange
traded
futures
contract:
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
December
31,
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.
* Other
Financial
Instruments
are
derivatives
not
reflected
in
the
Schedule
of
Investments,
such
as
futures,
which
are
valued
at
unrealized
appreciation
(depreciation)
at
period
end.
The
Level
1
value
displayed
in
this
table
is
Common
Stock.
The
Level
2
value
displayed
in
this
table
is
a
Money
Market
Fund.
Refer
to
this
Schedule
of
Investments
for
a
further
breakout
of
each
security
by
industry.
Shares
Security
Description
Value
Money
Market
Fund
-
1.6%
732,047
First
American
Government
Obligations
Fund,
Class X,
4.10%
(b)
(Cost
$732,047)
$
732,047
Investments,
at
value
-
99.7%
(Cost
$45,665,096)
$
46,396,264
Other
Assets
&
Liabilities,
Net
-
0.3%
161,311
Net
Assets
-
100.0%
$
46,557,575
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
December
31,
2022.
Contracts
Description
Exp.Date
Notional
Contract
Value
Value
Net
Unrealized
Depreciation
5
CME
E-mini
Russell
2000
Index
Future
03/17/23
$
450,987
$
442,725
$(8,262)
Valuation
Inputs
Investments
in
Securities
Other
Financial
Instruments*
Level
1
-
Quoted
Prices
$
45,664,217
$
(8,262)
Level
2
-
Other
Significant
Observable
Inputs
732,047
–
Level
3
-
Significant
Unobservable
Inputs
–
–
Total
$
46,396,264
$
(8,262)
PORTFOLIO
HOLDINGS
%
of
Total
Investments
Basic
Materials
2.4%
Consumer
Discretionary
11.2%
Consumer
Staples
1.5%
Energy
5.1%
Financials
11.1%
Health
Care
21.6%
Industrials
25.4%
Real
Estate
1.7%
Technology
15.8%
Telecommunications
2.0%
Utilities
0.6%
Money
Market
Fund
1.6%
100.0%
ACUITAS
US
MICROCAP
FUND
STATEMENT
OF
ASSETS
AND
LIABILITIES
December
31,
2022
4
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
$45,665,096)
$
46,396,264
Deposits
with
broker
for
futures
213,637
Receivables:
Fund
shares
sold
52,002
Dividends
17,065
Trustees'
fees
and
expenses
305
Prepaid
expenses
12,798
Total
Assets
46,692,071
LIABILITIES
Payables:
Investment
securities
purchased
21,507
Fund
shares
redeemed
47,366
Accrued
Liabilities:
Investment
adviser
fees
31,062
Fund
services
fees
13,010
Other
expenses
21,551
Total
Liabilities
134,496
NET
ASSETS
$
46,557,575
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
49,510,778
Accumulated
loss
(2,953,203)
NET
ASSETS
$
46,557,575
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
Institutional
Shares
4,093,998
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE*
Institutional
Shares
(based
on
net
assets
of
$46,557,575)
$
11.37
ACUITAS
US
MICROCAP
FUND
STATEMENT
OF
OPERATIONS
FOR
THE
SIX
MONTHS
ENDED
DECEMBER
31,
2022
5
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$680)
$
314,879
Total
Investment
Income
314,879
EXPENSES
Investment
adviser
fees
316,994
Fund
services
fees
94,438
Custodian
fees
13,975
Registration
fees
11,732
Professional
fees
22,426
Trustees'
fees
and
expenses
3,219
Other
expenses
53,836
Total
Expenses
516,620
Fees
waived
(136,228)
Net
Expenses
380,392
NET
INVESTMENT
LOSS
(65,513)
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
loss
on:
Investments
(467,703)
Futures
(21,837)
Net
realized
loss
(489,540)
Net
change
in
unrealized
appreciation
(depreciation)
on:
Investments
2,914,077
Futures
28,986
Net
change
in
unrealized
appreciation
(depreciation)
2,943,063
NET
REALIZED
AND
UNREALIZED
GAIN
2,453,523
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
2,388,010
ACUITAS
US
MICROCAP
FUND
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
6
See
Notes
to
Financial
Statements.
For
the
Six
Months
Ended
December
31,
2022
For
the
Year
Ended
June
30,
2022
OPERATIONS
Net
investment
loss
$
(65,513)
$
(232,535)
Net
realized
gain
(loss)
(489,540)
5,063,864
Net
change
in
unrealized
appreciation
(depreciation)
2,943,063
(20,765,059)
Increase
(Decrease)
in
Net
Assets
Resulting
from
Operations
2,388,010
(15,933,730)
DISTRIBUTIONS
TO
SHAREHOLDERS
Institutional
Shares
(2,851,832)
(4,606,485)
Total
Distributions
Paid
(2,851,832)
(4,606,485)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares:
Institutional
Shares
3,594,987
11,116,557
Reinvestment
of
distributions:
Institutional
Shares
2,826,612
4,580,234
Redemption
of
shares:
Institutional
Shares
(6,479,455)
(14,495,313)
Redemption
fees:
Institutional
Shares
1,259
557
Increase
(Decrease)
in
Net
Assets
from
Capital
Share
Transactions
(56,597)
1,202,035
Decrease
in
Net
Assets
(520,419)
(19,338,180)
NET
ASSETS
Beginning
of
Period
47,077,994
66,416,174
End
of
Period
$
46,557,575
$
47,077,994
SHARE
TRANSACTIONS
Sale
of
shares:
Institutional
Shares
301,954
779,405
Reinvestment
of
distributions:
Institutional
Shares
244,517
320,072
Redemption
of
shares:
Institutional
Shares
(536,222)
(980,826)
Increase
in
Shares
10,249
118,651
ACUITAS
US
MICROCAP
FUND
FINANCIAL
HIGHLIGHTS
7
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
period.
For
the
Six
Months
Ended
December
31,
2022
For
the
Years
Ended
June
30,
2022
2021
2020
2019
2018
INSTITUTIONAL
SHARES
NET
ASSET
VALUE,
Beginning
of
Period
$
11.53
$
16.75
$
8.76
$
10.05
$
14.17
$
12.57
INVESTMENT
OPERATIONS
Net
investment
loss
(a)
(0.02)
(0.06)
(0.05)
(0.05)
(0.09)
(0.12)
Net
realized
and
unrealized
gain
(loss)
0.59
(3.91)
8.04
(1.23)
(1.46)
2.19
Total
from
Investment
Operations
0.57
(3.97)
7.99
(1.28)
(1.55)
2.07
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
(0.73)
(1.25)
–
(0.01)
(2.57)
(0.47)
Total
Distributions
to
Shareholders
(0.73)
(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)
0.00(b)
NET
ASSET
VALUE,
End
of
Period
$
11.37
$
11.53
$
16.75
$
8.76
$
10.05
$
14.17
TOTAL
RETURN
4.82%(c)
(25.17)%
91.21%
(12.75)%
(9.68)%
16.77%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
46,558
$
47,078
$
66,416
$
40,483
$
77,663
$
108,339
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.26)%(d)
(0.41)%
(0.36)%
(0.47)%
(0.78)%
(0.91)%
Net
expenses
1.50%(d)
1.50%
1.50%
1.70%
1.70%
1.70%
Gross
expenses
(e)
2.04%(d)
2.00%
2.08%
2.03%
1.87%
1.80%
PORTFOLIO
TURNOVER
RATE
28%(c)
61%
78%
74%
108%
48%
(a)
Calculated
based
on
average
shares
outstanding
during
each
period.
(b)
Less
than
$0.01
per
share.
(c)
Not
annualized.
(d)
Annualized.
(e)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
ACUITAS
US
MICROCAP
FUND
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2022
8
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
December
31,
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
period.
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.
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.
Pursuant
to
Rule
2a-5
under
the
Investment
Company
Act,
the
Trust's
Board
of
Trustees
(the
"Board")
has
designated
the
Adviser,
as
defined
in
Note
3,
as
the
Fund's
valuation
designee
to
perform
any
fair
value
determinations
for
securities
and
other
assets
held
by
the
Fund.
The
Adviser
is
subject
to
the
oversight
of
the
Board
and
certain
reporting
and
other
requirements
intended
to
provide
the
Board
the
information
needed
to
oversee
the
Adviser's
fair
value
determinations.
The
Adviser
is
responsible
for
determining
the
fair
value
of
investments
for
which
market
quotations
are
not
readily
available
in
accordance
with
policies
and
procedures
that
have
been
approved
by
the
Board.
Under
these
procedures,
the
Adviser
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
Board
has
approved
the
Adviser’s
fair
valuation
procedures
as
a
part
of
the
Fund’s
compliance
program
and
will
review
any
changes
made
to
the
procedures.
The
Adviser
provides
fair
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
Adviser
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.
ACUITAS
US
MICROCAP
FUND
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2022
9
Level
2
-
Prices
determined
using
significant
other
observable
inputs
(including
quoted
prices
for
similar
securities,
interest
rates,
prepayment
speeds,
credit
risk,
etc.).
Short-term
securities
with
maturities
of
sixty
days
or
less
are
valued
at
amortized
cost,
which
approximates
market
value,
and
are
categorized
as
Level
2
in
the
hierarchy.
Municipal
securities,
long-term
U.S.
government
obligations
and
corporate
debt
securities
are
valued
in
accordance
with
the
evaluated
price
supplied
by
a
pricing
service
and
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
December
31,
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
–
The
Fund
may
purchase
index
futures
contracts
to
equitize
the
Fund’s
cash
position.
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
December
31,
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
December
31,
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
ACUITAS
US
MICROCAP
FUND
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2022
10
the
imposition
of
the
redemption
fee.
Redemption
fees
incurred
for
the
Fund,
if
any,
are
reflected
on
the
Statements
of
Changes
in
Net
Assets.
Commitments
and
Contingencies
–
In
the
normal
course
of
business,
the
Fund
enters
into
contracts
that
provide
general
indemnifications
by
the
Fund
to
the
counterparty
to
the
contract.
The
Fund’s
maximum
exposure
under
these
arrangements
is
dependent
on
future
claims
that
may
be
made
against
the
Fund
and,
therefore,
cannot
be
estimated;
however,
based
on
experience,
the
risk
of
loss
from
such
claims
is
considered
remote.
The
Fund
has
determined
that
none
of
these
arrangements
requires
disclosure
on
the
Fund’s
balance
sheet.
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,
2023.
Other
fund
service
providers
have
voluntarily
agreed
to
waive
a
portion
of
their
fees.
Voluntary
fee
waivers
may
be
reduced
or
eliminated
at
any
time.
For
the
period
ended
December
31,
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
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
Investment
Adviser
Fees
Waived
Other
Waivers
Total
Fees
Waived
and
Expenses
Reimbursed
$
125,054
$
11,174
$
136,228
ACUITAS
US
MICROCAP
FUND
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2022
11
(ii)
the
expense
cap
in
place
at
the
time
the
fees/expenses
were
waived/reimbursed.
As
of
December
31,
2022,
$779,152
is
subject
to
recapture
by
the
adviser.
Other
waivers
are
not
eligible
for
recoupment.
Note
5.
Security
Transactions
The
cost
of
purchases
and
proceeds
from
sales
of
investment
securities
(including
maturities),
other
than
short-term
investments
during
the
period
ended
December
31,
2022,
totaled
$
13,316,435
and
$
15,146,439
,
respectively.
Note
6.
Summary
of
Derivative
Activity
The
volume
of
open
derivative
positions
may
vary
on
a
daily
basis
as
the
Fund
transacts
derivative
contracts
in
order
to
achieve
the
exposure
desired
by
the
Adviser.
The
notional
value
of
activity
for
the
period
ended
December
31,
2022
,
for
futures
contracts
was
$
3
,
567
,
197
.
The
Fund’s
use
of
derivatives
for
the
period
ended
December
31,
2022
,
was
limited
to
futures
contracts.
Following
is
a
summary
of
the
effect
of
derivatives
on
the
Statement
of
Assets
and
Liabilities
as
of
December
31,
2022.
Realized
and
unrealized
gains
and
losses
on
derivatives
contracts
for
the
period
ended
December
31,
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
December
31,
2022.
These
amounts
may
be
collateralized
by
cash
or
financial
instruments.
Note
7.
Federal
Income
Tax
As
of
December
31,
2022,
the
cost
for
federal
income
tax
purposes
is
substantially
the
same
as
for
financial
statement
purposes
and
the
components
of
net
unrealized
appreciation
consists
of:
Location:
Equity
Contracts
Liability
derivatives:
Unrealized
depreciation
on
futures*
$
(8,262)
*
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
$
(21,837)
Total
net
realized
loss
$
(21,837)
Net
change
in
unrealized
appreciation
(depreciation)
on:
Futures
$
28,986
Total
net
change
in
unrealized
appreciation
(depreciation)
$
28,986
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**
$
(8,262)
$
-
$
8,262
$
-
*
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
$
8,257,277
Gross
Unrealized
Depreciation
(7,526,109)
Net
Unrealized
Appreciation
$
731,168
ACUITAS
US
MICROCAP
FUND
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2022
12
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
prior
year
post-October
loss
was
$1,709,606
for
the
Fund
(realized
during
the
period
November
1,
2021
through
June
30,
2022).
This
loss
was
recognized
for
tax
purposes
on
the
first
business
day
of
the
Fund’s
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)
ACUITAS
US
MICROCAP
FUND
ADDITIONAL
INFORMATION
December
31,
2022
13
Liquidity
Risk
Management
Program
The
Fund
has
adopted
and
implemented
a
written
liquidity
risk
management
program,
as
required
by
Rule
22e-4
(the
“Liquidity
Rule”)
under
the
Investment
Company
Act
of
1940,
as
amended.
The
liquidity
risk
management
program
is
reasonably
designed
to
assess
and
manage
the
Fund’s
liquidity
risk,
taking
into
consideration,
among
other
factors,
the
Fund's
investment
strategy
and
the
liquidity
of
the
portfolio
investments
during
normal
and
reasonably
foreseeable
stressed
conditions,
its
short
and
long-term
cash
flow
projections
and
its
cash
holdings
and
access
to
other
funding
sources.
The
Board
approved
the
designation
of
the
Trust’s
Valuation
Committee
as
the
administrator
of
the
liquidity
risk
management
program
(the
“Program
Administrator”).
The
Program
Administrator
is
responsible
for
the
administration
and
oversight
of
the
program
and
for
reporting
to
the
Board
on
at
least
an
annual
basis
regarding,
among
other
things,
the
program’s
operation,
adequacy,
and
effectiveness.
The
Program
Administrator
assessed
the
Fund’s
liquidity
risk
profile
based
on
information
gathered
for
the
period
July
1,
2021
through
June
30,
2022
in
order
to
prepare
a
written
report
to
the
Board
for
review
at
its
meeting
held
on
September
16,
2022.
The
Program
Administrator’s
written
report
stated
that:
(i)
the
Fund
is
able
to
meet
redemptions
in
normal
and
reasonably
foreseeable
stressed
conditions
and
without
significant
dilution
of
remaining
shareholders’
interests
in
the
Fund;
(ii)
the
Fund's
strategy
is
appropriate
for
an
open-end
mutual
fund;
(iii)
the
liquidity
classification
determinations
regarding
the
Fund's
portfolio
investments,
which
take
into
account
a
variety
of
factors
and
may
incorporate
analysis
from
one
or
more
third-party
data
vendors,
remained
appropriate;
(iv)
the
Fund
did
not
approach
the
internal
triggers
set
forth
in
the
liquidity
risk
management
program
or
the
regulatory
percentage
limitation
(15%)
on
holdings
in
illiquid
investments;
(v)
it
continues
to
be
appropriate
to
not
set
a
“highly
liquid
investment
minimum”
for
the
Fund
because
the
Fund
primarily
holds
“highly
liquid
investments”;
and
(vi)
the
liquidity
risk
management
program
remains
reasonably
designed
and
adequately
implemented
to
prevent
violations
of
the
Liquidity
Rule.
No
significant
liquidity
events
impacting
the
Fund
or
proposed
changes
to
the
Program
were
noted
in
the
report.
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
July
1,
2022
through
December
31,
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
December
31,
2022
14
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.
Beginning
Account
Value
July
1,
2022
Ending
Account
Value
December
31,
2022
Expenses
Paid
During
Period*
Annualized
Expense
Ratio*
Institutional
Shares
Actual
$
1,000.00
$
1,048.23
$
7.74
1.50%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,017.64
$
7.63
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
(184)
divided
by
365
to
reflect
the
half-year
period.
220-SAR-1222
FOR
MORE
INFORMATION
Investment
Adviser
Acuitas
Investments,
LLC
520
Pike
Street,
Suite
1221
Seattle,
WA
98101
www.acuitasinvestments.com
Transfer
Agent
Apex
Fund
Services
P.O.
Box
588
Portland,
ME
04112
www.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
www.acuitasfunds.com
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.
Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable
ITEM 6. INVESTMENTS.
(a) Included as part of report to shareholders under Item 1.
(b) Not applicable.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant does not accept nominees to the board of trustees from shareholders.
ITEM 11. CONTROLS AND PROCEDURES
(a) The Registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) are effective, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as of a date within 90 days of the filing date of this report.
(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in
Rule 30a-3(d) under the Act) that occurred during the 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) Not applicable.
(a)(3) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant Forum Funds II
By: | /s/ Jessica Chase | |
Jessica Chase, Principal Executive Officer | ||
Date: | 2/10/2023 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By: | /s/ Jessica Chase | |
Jessica Chase, Principal Executive Officer | ||
Date: | 2/10/2023 |
By: | /s/ Karen Shaw | |
Karen Shaw, Principal Financial Officer | ||
Date: | 2/10/2023 |