As filed with the Securities and Exchange Commission on February 29, 2024
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
Zachary Tackett, Principal Executive Officer
Three Canal Plaza, Suite 600
Portland, Maine 04101
207-347-2000
Date of fiscal year end: June 30, 2024
Date of reporting period: July 1, 2023– December 31, 2023
ITEM 1. REPORT TO STOCKHOLDERS.
December
31,
2023
(Unaudited)
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,
2023
See
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Common
Stock
-
95.7%
Basic
Materials
-
2.3%
4,802
AdvanSix,
Inc.
$
143,868
35,733
Gatos
Silver,
Inc.
(a)
233,694
15,800
LifeMD,
Inc.
(a)
130,982
13,197
McEwen
Mining,
Inc.
(a)
95,150
14,784
Northern
Technologies
International
Corp.
174,155
10,308
Orion
SA
285,841
9,399
Proto
Labs,
Inc.
(a)
366,185
10,100
US
Silica
Holdings,
Inc.
(a)
114,231
1,544,106
Consumer
Discretionary
-
11.7%
32,318
Alta
Equipment
Group,
Inc.
399,774
43,051
Arhaus,
Inc.
(a)
510,154
5,888
Beazer
Homes
USA,
Inc.
(a)
198,955
5,003
BJ's
Restaurants,
Inc.
(a)
180,158
8,777
Blue
Bird
Corp.
(a)
236,628
31,549
Carrols
Restaurant
Group,
Inc.
248,606
8,330
Climb
Global
Solutions,
Inc.
456,734
12,012
Denny's
Corp.
(a)
130,691
41,115
Duluth
Holdings,
Inc.,
Class B
(a)
221,199
28,209
Entravision
Communications
Corp.,
Class A
117,631
20,826
Everi
Holdings,
Inc.
(a)
234,709
295,139
Fluent,
Inc.
(a)
197,743
16,330
Guess?,
Inc.
376,570
30,773
Holley,
Inc.
(a)
149,864
22,070
Hudson
Technologies,
Inc.
(a)
297,724
46,749
Interface,
Inc.
589,972
4,266
Jack
in
the
Box,
Inc.
348,234
11,817
Lindblad
Expeditions
Holdings,
Inc.
(a)
133,178
67,220
Motorcar
Parts
of
America,
Inc.
(a)
627,835
10,855
Portillo's,
Inc.,
Class A
(a)
172,920
6,800
QuinStreet,
Inc.
(a)
87,176
15,579
Shoe
Carnival,
Inc.
470,642
26,934
Stitch
Fix,
Inc.,
Class A
(a)
96,154
10,358
The
Children's
Place,
Inc.
(a)
240,513
14,285
The
Lovesac
Co.
(a)
364,982
47,157
The
ONE
Group
Hospitality,
Inc.
(a)
288,601
16,820
Travelzoo
(a)
160,295
9,300
Universal
Technical
Institute,
Inc.
(a)
116,436
2,900
Viad
Corp.
(a)
104,980
1,129
Victoria's
Secret
&
Co.
(a)
29,964
10,775
Zumiez,
Inc.
(a)
219,163
8,008,185
Consumer
Staples
-
1.5%
46,990
Cronos
Group,
Inc.
(a)
98,209
1,790
Medifast,
Inc.
120,324
47,078
SunOpta,
Inc.
(a)
257,517
8,613
The
Chefs'
Warehouse,
Inc.
(a)
253,480
10,155
The
Vita
Coco
Co.,
Inc.
(a)
260,476
990,006
Energy
-
5.6%
69,040
Berry
Corp.
485,351
10,950
Civitas
Resources,
Inc.
748,761
10,039
DMC
Global,
Inc.
(a)
188,934
12,116
Dril-Quip,
Inc.
(a)
281,939
49,650
Geospace
Technologies
Corp.
(a)
643,464
85,719
Newpark
Resources,
Inc.
(a)
569,174
15,159
NOW,
Inc.
(a)
171,600
19,968
Oil
States
International,
Inc.
(a)
135,583
3,946
SilverBow
Resources,
Inc.
(a)
114,750
11,000
Stabilis
Solutions,
Inc.
(a)
45,650
Shares
Security
Description
Value
Energy
-
5.6%
(continued)
101,040
VAALCO
Energy,
Inc.
$
453,669
3,838,875
Financials
-
12.2%
7,100
Amalgamated
Financial
Corp.
191,274
89,215
American
Coastal
Insurance
Corp.
(a)
843,974
5,400
Arrow
Financial
Corp.
150,876
6,686
Banco
Latinoamericano
de
Comercio
Exterior
SA,
Class E
165,412
8,931
Bank
of
Marin
Bancorp
196,661
9,109
Bankwell
Financial
Group,
Inc.
274,910
7,203
Business
First
Bancshares,
Inc.
177,554
8,669
Central
Valley
Community
Bancorp
193,752
2,739
Community
Trust
Bancorp,
Inc.
120,133
16,235
Customers
Bancorp,
Inc.
(a)
935,461
17,166
eHealth,
Inc.
(a)
149,687
11,045
Enova
International,
Inc.
(a)
611,451
17,705
EZCORP,
Inc.,
Class A
(a)
154,742
8,648
First
Internet
Bancorp
209,195
10,265
First
Western
Financial,
Inc.
(a)
203,555
28,401
Heritage
Commerce
Corp.
281,738
10,600
Heritage
Insurance
Holdings,
Inc.
(a)
69,112
6,731
Hippo
Holdings,
Inc.
(a)
61,387
1,459
Investors
Title
Co.
236,562
55,460
Medallion
Financial
Corp.
546,281
4,118
Mercantile
Bank
Corp.
166,285
6,598
Mid
Penn
Bancorp,
Inc.
160,199
14,915
NMI
Holdings,
Inc.,
Class A
(a)
442,677
15,569
OP
Bancorp
170,481
3,148
Preferred
Bank/Los
Angeles
CA
229,961
2,592
QCR
Holdings,
Inc.
151,347
7,230
Regional
Management
Corp.
181,328
6,325
Texas
Capital
Bancshares,
Inc.
(a)
408,785
18,550
Veritex
Holdings,
Inc.
431,658
4,420
Westamerica
BanCorp
249,332
8,365,770
Health
Care
-
20.0%
27,067
908
Devices,
Inc.
(a)
303,692
86,671
Accuray,
Inc.
(a)
245,279
35,262
ADMA
Biologics,
Inc.
(a)
159,384
6,900
Alpine
Immune
Sciences,
Inc.
(a)
131,514
4,357
ANI
Pharmaceuticals,
Inc.
(a)
240,245
3,430
Anika
Therapeutics,
Inc.
(a)
77,724
28,099
Ardelyx,
Inc.
(a)
174,214
53,675
BioLife
Solutions,
Inc.
(a)
872,219
44,096
Bluebird
Bio,
Inc.
(a)
60,852
38,700
Brookdale
Senior
Living,
Inc.
(a)
225,234
19,344
Cantaloupe,
Inc.
(a)
143,339
11,000
CareDx,
Inc.
(a)
132,000
23,167
Caribou
Biosciences,
Inc.
(a)
132,747
19,101
Castle
Biosciences,
Inc.
(a)
412,200
13,129
Catalyst
Pharmaceuticals,
Inc.
(a)
220,699
207,780
ChromaDex
Corp.
(a)
297,125
9,532
Cymabay
Therapeutics,
Inc.
(a)
225,146
45,502
CytoSorbents
Corp.
(a)
50,507
19,078
Edgewise
Therapeutics,
Inc.
(a)
208,713
18,977
Fulcrum
Therapeutics,
Inc.
(a)
128,095
161,887
Harvard
Bioscience,
Inc.
(a)
866,095
49,851
Health
Catalyst,
Inc.
(a)
461,620
12,098
Healthcare
Services
Group,
Inc.
(a)
125,456
60,613
InfuSystem
Holdings,
Inc.
(a)
638,861
40,980
Inogen,
Inc.
(a)
224,980
6,334
iRadimed
Corp.
300,675
13,176
Kiniksa
Pharmaceuticals,
Ltd.,
Class A
(a)
231,107
ACUITAS
US
MICROCAP
FUND
SCHEDULE
OF
INVESTMENTS
December
31,
2023
See
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Health
Care
-
20.0%
(continued)
36,929
KORU
Medical
Systems,
Inc.
(a)
$
90,661
7,120
LeMaitre
Vascular,
Inc.
404,131
17,726
MacroGenics,
Inc.
(a)
170,524
34,934
MannKind
Corp.
(a)
127,160
43,790
MaxCyte,
Inc.
(a)
205,813
6,935
Nature's
Sunshine
Products,
Inc.
(a)
119,906
10,868
Nurix
Therapeutics,
Inc.
(a)
112,158
11,968
Olema
Pharmaceuticals,
Inc.
(a)
167,911
12,614
OrthoPediatrics
Corp.
(a)
410,081
6,490
PetIQ,
Inc.
(a)
128,178
18,153
Phibro
Animal
Health
Corp.,
Class A
210,212
8,911
Pliant
Therapeutics,
Inc.
(a)
161,378
84,640
Precigen,
Inc.
(a)
113,418
3,608
Prothena
Corp.
PLC
(a)
131,115
18,691
Quanterix
Corp.
(a)
511,012
37,080
Quipt
Home
Medical
Corp.
(a)
188,737
44,142
Savara,
Inc.
(a)
207,467
12,313
Scholar
Rock
Holding
Corp.
(a)
231,484
22,865
SI-BONE,
Inc.
(a)
479,936
28,014
Stoke
Therapeutics,
Inc.
(a)
147,354
7,385
Supernus
Pharmaceuticals,
Inc.
(a)
213,722
6,520
Syndax
Pharmaceuticals,
Inc.
(a)
140,897
5,566
Tela
Bio,
Inc.
(a)
36,847
11,563
The
Joint
Corp.
(a)
111,120
9,100
The
Pennant
Group,
Inc.
(a)
126,672
8,235
Treace
Medical
Concepts,
Inc.
(a)
104,996
1,790
US
Physical
Therapy,
Inc.
166,721
2,908
Utah
Medical
Products,
Inc.
244,912
2,973
Vericel
Corp.
(a)
105,869
8,100
Verve
Therapeutics,
Inc.
(a)
112,914
11,148
Voyager
Therapeutics,
Inc.
(a)
94,089
5,699
Xenon
Pharmaceuticals,
Inc.
(a)
262,496
31,596
Zynex,
Inc.
(a)
344,080
13,673,693
Industrials
-
23.8%
12,034
ACM
Research,
Inc.,
Class A
(a)
235,144
10,151
Allient,
Inc.
306,662
4,643
Barrett
Business
Services,
Inc.
537,659
8,305
Bel
Fuse,
Inc.,
Class B
554,525
61,265
BGSF,
Inc.
575,891
2,416
BlueLinx
Holdings,
Inc.
(a)
273,757
18,670
CECO
Environmental
Corp.
(a)
378,628
34,271
Columbus
McKinnon
Corp.
1,337,254
17,332
Commercial
Vehicle
Group,
Inc.
(a)
121,497
33,641
Conduent,
Inc.
(a)
122,790
4,202
CRA
International,
Inc.
415,368
17,336
Cryoport,
Inc.
(a)
268,535
25,134
Daktronics,
Inc.
(a)
213,136
104,620
DHI
Group,
Inc.
(a)
270,966
4,313
Distribution
Solutions,
Inc.
(a)
136,118
13,323
Douglas
Dynamics,
Inc.
395,427
13,308
Ducommun,
Inc.
(a)
692,814
17,382
Great
Lakes
Dredge
&
Dock
Corp.
(a)
133,494
20,546
Information
Services
Group,
Inc.
96,772
9,441
Insteel
Industries,
Inc.
361,496
8,308
Kornit
Digital,
Ltd.
(a)
159,181
37,032
LSB
Industries,
Inc.
(a)
344,768
20,070
Mayville
Engineering
Co.,
Inc.
(a)
289,409
3,439
Mesa
Laboratories,
Inc.
360,304
12,670
Myers
Industries,
Inc.
247,699
3,339
MYR
Group,
Inc.
(a)
482,920
42,374
Nordic
American
Tankers,
Ltd.
177,971
2,393
Olympic
Steel,
Inc.
159,613
Shares
Security
Description
Value
Industrials
-
23.8%
(continued)
144,260
Orion
Energy
Systems,
Inc.
(a)
$
125,016
21,693
Orion
Group
Holdings,
Inc.
(a)
107,163
16,361
Park
Aerospace
Corp.
240,507
79,574
Paysign,
Inc.
(a)
222,807
1,250
Powell
Industries,
Inc.
110,500
16,280
Primoris
Services
Corp.
540,659
77,257
Radiant
Logistics,
Inc.
(a)
512,986
44,913
Ranpak
Holdings
Corp.
(a)
261,394
21,775
Research
Solutions,
Inc./CA
(a)
56,615
10,890
REV
Group,
Inc.
197,871
14,291
SoundThinking,
Inc.
(a)
364,992
12,676
Sterling
Infrastructure,
Inc.
(a)
1,114,601
2,717
Teekay
Tankers,
Ltd.,
Class A
135,769
3,257
The
Gorman-Rupp
Co.
115,721
5,907
Thermon
Group
Holdings,
Inc.
(a)
192,391
12,033
Titan
International,
Inc.
(a)
179,051
7,202
Titan
Machinery,
Inc.
(a)
207,994
13,400
Triumph
Group,
Inc.
(a)
222,172
11,472
Ultralife
Corp.
(a)
78,239
4,226
V2X,
Inc.
(a)
196,255
14,791
Vishay
Precision
Group,
Inc.
(a)
503,929
2,523
VSE
Corp.
163,011
29,449
Wabash
National
Corp.
754,483
16,253,924
Real
Estate
-
1.2%
9,338
Alpine
Income
Property
Trust,
Inc.
REIT
157,906
6,859
Apartment
Investment
and
Management
Co.
REIT
(a)
53,706
7,699
BRT
Apartments
Corp.
REIT
143,124
15,365
Plymouth
Industrial
REIT,
Inc.
369,835
10,308
The
GEO
Group,
Inc.
(a)
111,636
836,207
Technology
-
15.1%
27,881
A10
Networks,
Inc.
367,193
9,560
ADTRAN
Holdings,
Inc.
70,170
31,722
Arteris,
Inc.
(a)
186,843
6,578
Benchmark
Electronics,
Inc.
181,816
10,869
BigCommerce
Holdings,
Inc.
(a)
105,755
36,300
Blend
Labs,
Inc.,
Class A
(a)
92,565
31,970
BM
Technologies,
Inc.
(a)
65,538
13,347
Celestica,
Inc.
(a)
390,800
26,927
Cerence,
Inc.
(a)
529,385
12,295
CEVA,
Inc.
(a)
279,219
4,266
Consensus
Cloud
Solutions,
Inc.
(a)
111,812
11,134
Definitive
Healthcare
Corp.
(a)
110,672
4,733
Diebold
Nixdorf,
Inc.
(a)
137,020
4,665
Donnelley
Financial
Solutions,
Inc.
(a)
290,956
28,110
eGain
Corp.
(a)
234,156
29,850
EverQuote,
Inc.,
Class A
(a)
365,364
17,978
Hurco
Cos.,
Inc.
387,066
13,421
Ichor
Holdings,
Ltd.
(a)
451,348
21,523
indie
Semiconductor,
Inc.,
Class A
(a)
174,552
41,170
Key
Tronic
Corp.
(a)
177,854
70,983
Magnite,
Inc.
(a)
662,981
12,847
Methode
Electronics,
Inc.
292,012
31,317
MiX
Telematics,
Ltd.,
ADR
269,639
1,800
Moneylion,
Inc.
(a)
112,842
4,909
NVE
Corp.
385,013
61,706
Outbrain,
Inc.
(a)
270,272
4,591
PDF
Solutions,
Inc.
(a)
147,555
41,996
Photronics,
Inc.
(a)
1,317,415
9,383
PROS
Holdings,
Inc.
(a)
363,967
65,319
Rackspace
Technology,
Inc.
(a)
130,638
ACUITAS
US
MICROCAP
FUND
SCHEDULE
OF
INVESTMENTS
December
31,
2023
See
Notes
to
Financial
Statements.
At
December
31,
202
3
,
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,
2023.
The
inputs
or
methodology
used
for
valuing
securities
are
not
necessarily
an
indication
of
the
risks
associated
with
investing
in
those
securities.
For
more
information
on
valuation
inputs,
and
their
aggregation
into
the
levels
used
in
the
table
below,
please
refer
to
the
Security
Valuation
section
in
Note
2
of
the
accompanying
Notes
to
Financial
Statements.
The
Level
1
value
displayed
in
this
table
is
Common
Stock
and
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
period
end.
Shares
Security
Description
Value
Technology
-
15.1%
(continued)
9,840
Red
Violet,
Inc.
(a)
$
196,505
13,488
Silicom,
Ltd.
(a)
244,133
40,161
Solaris
Oilfield
Infrastructure,
Inc.,
Class A
319,682
14,318
Tactile
Systems
Technology,
Inc.
(a)
204,747
43,625
TrueCar,
Inc.
(a)
150,943
10,753
Veeco
Instruments,
Inc.
(a)
333,666
14,146
Weave
Communications,
Inc.
(a)
162,255
12,313
Yext,
Inc.
(a)
72,524
10,346,873
Telecommunications
-
0.4%
29,738
Cambium
Networks
Corp.
(a)
178,428
3,429
Digi
International,
Inc.
(a)
89,154
267,582
Utilities
-
1.9%
31,604
Aris
Water
Solutions,
Inc.,
Class A
265,158
7,160
Consolidated
Water
Co.,
Ltd.
254,896
15,419
Enviri
Corp.
(a)
138,771
81,199
Select
Water
Solutions,
Inc.,
Class A
616,300
1,275,125
Total
Common
Stock
(Cost
$57,274,146)
65,400,346
Shares
Security
Description
Value
Money
Market
Fund
-
3.6%
2,487,355
First
American
Government
Obligations
Fund,
Class X,
5.30%
(b)
(Cost
$2,487,355)
2,487,355
Investments,
at
value
-
99.3%
(Cost
$59,761,501)
$
67,887,701
Other
Assets
&
Liabilities,
Net
-
0.7%
466,127
Net
Assets
-
100.0%
$
68,353,828
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,
2023.
Contracts
Description
Exp.Date
Notional
Contract
Value
Value
Net
Unrealized
Appreciation
19
CME
E-mini
Russell
2000
Index
Future
03/15/24
$
1,869,974
$1,945,316
$75,342
Valuation
Inputs
Investments
in
Securities
Other
Financial
Instruments*
Level
1
-
Quoted
Prices
$
67,887,701
$
75,341
Level
2
-
Other
Significant
Observable
Inputs
–
–
Level
3
-
Significant
Unobservable
Inputs
–
–
Total
$
67,887,701
$
75,341
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,
2023
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
$59,761,501)
$
67,887,701
Deposits
with
broker
500,272
Receivables:
Fund
shares
sold
59,826
Investment
securities
sold
138,542
Dividends
32,411
Prepaid
expenses
12,527
Total
Assets
68,631,279
LIABILITIES
Payables:
Investment
securities
purchased
169,189
Fund
shares
redeemed
2,841
Variation
margin
30,020
Accrued
Liabilities:
Investment
adviser
fees
44,356
Trustees’
fees
and
expenses
395
Fund
services
fees
10,746
Other
expenses
19,904
Total
Liabilities
277,451
NET
ASSETS
$
68,353,828
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
61,572,389
Distributable
Earnings
6,781,439
NET
ASSETS
$
68,353,828
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
Institutional
Shares
5,120,259
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE*
Institutional
Shares
(based
on
net
assets
of
$68,353,828)
$
13.35
ACUITAS
US
MICROCAP
FUND
STATEMENT
OF
OPERATIONS
FOR
THE
SIX
MONTHS
ENDED
DECEMBER
31,
2023
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$561)
$
402,388
Interest
income
23
Total
Investment
Income
402,411
EXPENSES
Investment
adviser
fees
389,426
Fund
services
fees
101,728
Custodian
fees
16,400
Registration
fees
11,392
Professional
fees
19,660
Trustees'
fees
and
expenses
6,123
Other
expenses
66,431
Total
Expenses
611,160
Fees
waived
(143,849)
Net
Expenses
467,311
NET
INVESTMENT
LOSS
(64,900)
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
(loss)
on:
Investments
1,891,298
Futures
(62,671)
Net
realized
gain
1,828,627
Net
change
in
unrealized
appreciation
(depreciation)
on:
Investments
2,962,932
Futures
83,739
Net
change
in
unrealized
appreciation
(depreciation)
3,046,671
NET
REALIZED
AND
UNREALIZED
GAIN
4,875,298
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
4,810,398
ACUITAS
US
MICROCAP
FUND
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
See
Notes
to
Financial
Statements.
For
the
Six
Months
Ended
December
31,
2023
For
the
Year
Ended
June
30,
2023
OPERATIONS
Net
investment
loss
$
(64,900)
$
(117,526)
Net
realized
gain
1,828,627
11,618
Net
change
in
unrealized
appreciation
(depreciation)
3,046,671
7,375,028
Increase
in
Net
Assets
Resulting
from
Operations
4,810,398
7,269,120
DISTRIBUTIONS
TO
SHAREHOLDERS
Institutional
Shares
–
(2,851,832)
Total
Distributions
Paid
–
(2,851,832)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares:
Institutional
Shares
4,532,048
18,042,023
Reinvestment
of
distributions:
Institutional
Shares
–
2,826,613
Redemption
of
shares:
Institutional
Shares
(3,871,558)
(9,485,043)
Redemption
fees:
Institutional
Shares
204
3,861
Increase
in
Net
Assets
from
Capital
Share
Transactions
660,694
11,387,454
Increase
in
Net
Assets
5,471,092
15,804,742
NET
ASSETS
Beginning
of
Period
62,882,736
47,077,994
End
of
Period
$
68,353,828
$
62,882,736
SHARE
TRANSACTIONS
Sale
of
shares:
Institutional
Shares
369,209
1,537,505
Reinvestment
of
distributions:
Institutional
Shares
–
244,517
Redemption
of
shares:
Institutional
Shares
(330,486)
(784,235)
Increase
in
Shares
38,723
997,787
ACUITAS
US
MICROCAP
FUND
FINANCIAL
HIGHLIGHTS
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,
2023
For
the
Years
Ended
June
30,
2023
2022
2021
2020
2019
INSTITUTIONAL
SHARES
NET
ASSET
VALUE,
Beginning
of
Period
$
12.37
$
11.53
$
16.75
$
8.76
$
10.05
$
14.17
INVESTMENT
OPERATIONS
Net
investment
loss
(a)
(0.01)
(0.03)
(0.06)
(0.05)
(0.05)
(0.09)
Net
realized
and
unrealized
gain
(loss)
0.99
1.60
(3.91)
8.04
(1.23)
(1.46)
Total
from
Investment
Operations
0.98
1.57
(3.97)
7.99
(1.28)
(1.55)
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
–
(0.73)
(1.25)
–
(0.01)
(2.57)
Total
Distributions
to
Shareholders
–
(0.73)
(1.25)
–
(0.01)
(2.57)
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
$
13.35
$
12.37
$
11.53
$
16.75
$
8.76
$
10.05
TOTAL
RETURN
7.92%(c)
14.04%
(25.17)%
91.21%
(12.75)%
(9.68)%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
68,354
$
62,883
$
47,078
$
66,416
$
40,483
$
77,663
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.21)%(d)
(0.23)%
(0.41)%
(0.36)%
(0.47)%
(0.78)%
Net
expenses
1.50%(d)
1.50%
1.50%
1.50%
1.70%
1.70%
Gross
expenses
(e)
1.96%(d)
2.05%
2.00%
2.08%
2.03%
1.87%
PORTFOLIO
TURNOVER
RATE
38%(c)
56%
61%
78%
74%
108%
(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,
2023
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,
2023,
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,
2023
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,
2023,
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.
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,
2023,
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
recognizes
interest
and
penalties,
if
any,
related
to
unrecognized
tax
benefits
as
income
tax
expense
in
the
Statement
of
Operations.
During
the
period,
the
Fund
did
not
incur
any
interest
or
penalties.
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,
2023,
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
ACUITAS
US
MICROCAP
FUND
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2023
paid-in
capital.
The
Fund
reserves
the
right
to
modify
the
terms
of
or
terminate
the
fee
at
any
time.
There
are
limited
exceptions
to
the
imposition
of
the
redemption
fee.
Redemption
fees
incurred
for
the
Fund,
if
any,
are
reflected
on
the
Statements
of
Changes
in
Net
Assets.
Commitments
and
Contingencies
–
In
the
normal
course
of
business,
the
Fund
enters
into
contracts
that
provide
general
indemnifications
by
the
Fund
to
the
counterparty
to
the
contract.
The
Fund’s
maximum
exposure
under
these
arrangements
is
dependent
on
future
claims
that
may
be
made
against
the
Fund
and,
therefore,
cannot
be
estimated;
however,
based
on
experience,
the
risk
of
loss
from
such
claims
is
considered
remote.
The
Fund
has
determined
that
none
of
these
arrangements
requires
disclosure
on
the
Fund’s
balance
sheet.
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
fees,
calculated
as
a
percentage
of
the
Fund’s
average
daily
net
assets
managed
by
the
subadvisers,
are
paid
by
the
Adviser.
Distribution
–
Foreside
Fund
Services,
LLC,
a
wholly
owned
subsidiary
of
Foreside
Financial
Group,
LLC
(d/b/a
ACA
Group)
(the
“Distributor”),
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
–
Each
Independent
Trustee
receives
an
annual
fee
of
$25,000
($32,500
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,
2024.
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,
2023,
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
Investment
Adviser
Fees
Waived
Other
Waivers
Total
Fees
Waived
and
Expenses
Reimbursed
$
131,814
$
12,035
$
143,849
ACUITAS
US
MICROCAP
FUND
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2023
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
December
31,
2023,
$787,463
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,
2023,
totaled
$
24,175,696
and
$
22,985,945
,
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,
2023
,
for
futures
contracts
was
$
6,050,878
.
The
Fund’s
use
of
derivatives
for
the
period
ended
December
31,
2023
,
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,
2023.
Realized
and
unrealized
gains
and
losses
on
derivatives
contracts
for
the
period
ended
December
31,
2023,
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,
2023.
These
amounts
may
be
collateralized
by
cash
or
financial
instruments.
Note
7.
Federal
Income
Tax
As
of
December
31,
2023,
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
Asset
derivatives:
Unrealized
appreciation
on
futures*
$
75,342
*
Balance
is
included
in
the
deposits
with
broker
for
futures
on
the
Statement
of
Assets
and
Liabilities.
Location:
Equity
Contracts
Net
realized
gain
on:
Futures
$
(62,671)
Total
net
realized
gain
$
(62,671)
Net
change
in
unrealized
appreciation
(depreciation)
on:
Futures
$
83,739
Total
net
change
in
unrealized
appreciation
(depreciation)
$
83,739
Gross
Asset
(Liability)
as
Presented
in
the
Statement
of
Assets
and
Liabilities
Financial
Instruments
(Received)
Pledged*
Cash
Collateral
(Received)
Pledged*
Net
Amount
Unrealized
Appreciation
on
Futures**
$
75,342
$
-
$
75,342
$
-
*
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
$
12,807,127
Gross
Unrealized
Depreciation
(4,680,927)
Net
Unrealized
Appreciation
$
8,126,200
ACUITAS
US
MICROCAP
FUND
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2023
As
of
June
30,
2023,
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.
As
of
June
30,
2023,
the
Fund
had
$1,232,455
of
available
short-term
capital
loss
carryforwards
that
have
no
expiration
date.
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.
Capital
and
Other
Losses
$
(1,232,455)
Unrealized
Appreciation
3,203,915
Other
Temporary
Differences
(419)
Total
$
1,971,041
ACUITAS
US
MICROCAP
FUND
ADDITIONAL
INFORMATION
December
31,
2023
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.
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
a
Liquidity
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,
2022
through
June
30,
2023
in
order
to
prepare
a
written
report
to
the
Board
for
review
at
its
meeting
held
on
September
15,
2023.
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.
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,
2023
through
December
31,
2023.
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,
2023
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,
2023
Ending
Account
Value
December
31,
2023
Expenses
Paid
During
Period*
Annualized
Expense
Ratio*
Institutional
Shares
Actual
$
1,000.00
$
1,079.23
$
7.84
1.50%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,017.60
$
7.61
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
366
to
reflect
the
half-year
period.
FOR
MORE
INFORMATION
Investment
Adviser
Acuitas
Investments,
LLC
520
Pike
Street,
Suite
1221
Seattle,
WA
98101
www.acuitasinvestments.com
Transfer
Agent
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.
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
(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/ Zachary Tackett | |
| | Zachary Tackett, Principal Executive Officer | |
| | | |
| Date: | February 26, 2024 | |
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/ Zachary Tackett | |
| | Zachary Tackett, Principal Executive Officer | |
| | | |
| Date: | February 26, 2024 | |
| By: | /s/ Karen Shaw | |
| | Karen Shaw, Principal Financial Officer | |
| | | |
| Date: | February 26, 2024 | |
