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 811-03023
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
Date of reporting period: July 1, 2024– December 31, 2024
ITEM 1. REPORT TO SHAREHOLDERS.
(a) A copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Investment Company Act, as amended (“Act”), is attached hereto.
Semi-Annual Shareholder Report - December 31, 2024
This semi-annual shareholder report contains important information about the Acuitas US Microcap Fund for the period of July 1, 2024, to December 31, 2024. You can find additional information about the Fund at https://acuitasfunds.com/invest-with-us/. You can also request this information by contacting us at (844) 805-5628.
What were the Fund's costs for the last six months?
(based on a hypothetical $10,000 investment)
| Class Name | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
|---|
| Institutional Shares | $79 | 1.50% |
|---|
How did the Fund perform in the last six months?
The Fund returned +9.61% over the last six months, underperforming the Russell Microcap Index’s return of +14.67% by 506 basis points. Generally speaking, it was a difficult market environment for active managers, with a few notable outlier companies within technology that were a meaningful drag on the Fund’s excess returns. These stocks were boosted by the AI and quantum computing frenzy within U.S. equity markets.
We are excited about the addition of a new subadviser to the Fund during this time period. While it has only been a few months, the manager got off to a solid performance start by outperforming our benchmark.
Total Return Based on a $10,000 Investment
| Date | Acuitas US Microcap Fund | Russell 3000 Index | Russell Microcap® Index |
|---|
| 12/31/14 | $10,000 | $10,000 | $10,000 |
|---|
| 03/31/15 | $10,506 | $10,180 | $10,314 |
|---|
| 06/30/15 | $10,764 | $10,194 | $10,603 |
|---|
| 09/30/15 | $9,857 | $9,455 | $9,142 |
|---|
| 12/31/15 | $10,245 | $10,048 | $9,484 |
|---|
| 03/31/16 | $9,848 | $10,145 | $8,969 |
|---|
| 06/30/16 | $10,305 | $10,412 | $9,325 |
|---|
| 09/30/16 | $11,168 | $10,870 | $10,373 |
|---|
| 12/31/16 | $12,453 | $11,327 | $11,416 |
|---|
| 03/31/17 | $12,233 | $11,978 | $11,459 |
|---|
| 06/30/17 | $12,594 | $12,339 | $11,899 |
|---|
| 09/30/17 | $13,525 | $12,903 | $12,690 |
|---|
| 12/31/17 | $13,730 | $13,721 | $12,919 |
|---|
| 03/31/18 | $13,585 | $13,633 | $13,006 |
|---|
| 06/30/18 | $14,706 | $14,163 | $14,303 |
|---|
| 09/30/18 | $15,152 | $15,172 | $14,422 |
|---|
| 12/31/18 | $11,961 | $13,002 | $11,229 |
|---|
| 03/31/19 | $13,534 | $14,828 | $12,700 |
|---|
| 06/30/19 | $13,283 | $15,435 | $12,817 |
|---|
| 09/30/19 | $12,979 | $15,614 | $12,118 |
|---|
| 12/31/19 | $14,579 | $17,035 | $13,748 |
|---|
| 03/31/20 | $9,181 | $13,475 | $9,350 |
|---|
| 06/30/20 | $11,589 | $16,443 | $12,206 |
|---|
| 09/30/20 | $12,356 | $17,957 | $12,657 |
|---|
| 12/31/20 | $16,629 | $20,593 | $16,629 |
|---|
| 03/31/21 | $20,770 | $21,900 | $20,602 |
|---|
| 06/30/21 | $22,159 | $23,705 | $21,455 |
|---|
| 09/30/21 | $21,021 | $23,681 | $20,386 |
|---|
| 12/31/21 | $21,501 | $25,877 | $19,845 |
|---|
| 03/31/22 | $19,689 | $24,512 | $18,337 |
|---|
| 06/30/22 | $16,582 | $20,418 | $14,861 |
|---|
| 09/30/22 | $16,395 | $19,506 | $14,789 |
|---|
| 12/31/22 | $17,382 | $20,907 | $15,488 |
|---|
| 03/31/23 | $18,024 | $22,408 | $15,050 |
|---|
| 06/30/23 | $18,911 | $24,288 | $15,847 |
|---|
| 09/30/23 | $18,146 | $23,497 | $14,590 |
|---|
| 12/31/23 | $20,409 | $26,334 | $16,933 |
|---|
| 03/31/24 | $21,632 | $28,973 | $17,726 |
|---|
| 06/30/24 | $20,164 | $29,904 | $16,791 |
|---|
| 09/30/24 | $21,494 | $31,767 | $18,183 |
|---|
| 12/31/24 | $22,101 | $32,604 | $19,254 |
|---|
The above chart represents historical performance of a hypothetical $10,000 investment over the past 10 years. Effective June 12, 2024, the Fund changed its primary benchmark index from the Russell Microcap® Index to the Russell 3000® Index due to regulatory requirements. The Fund retained the Russell Microcap® Index as a secondary benchmark because the Russell Microcap® Index more closely aligns with the Fund’s investment strategies and investment restrictions.
The Fund’s past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.
Average Annual Total Returns
| | One Year | Five Year | Ten Year |
|---|
| Acuitas US Microcap Fund | 8.29% | 8.68% | 8.25% |
|---|
| Russell 3000 Index | 23.81% | 13.86% | 12.55% |
|---|
Russell Microcap® Index | 13.70% | 6.97% | 6.77% |
|---|
| Total Net Assets | $93,258,170 |
|---|
| # of Portfolio Holdings | 253 |
|---|
| Portfolio Turnover Rate | 30% |
|---|
| Investment Advisory Fees (Net of fees waived) | $432,726 |
|---|
Sector Weightings
(% total investments)*
| Value | Value |
|---|
| Industrials | 21.9% |
| Health Care | 19.6% |
| Technology | 16.7% |
| Financials | 15.3% |
| Consumer Discretionary | 10.6% |
| Energy | 4.8% |
| Utilities | 4.3% |
| Real Estate | 2.3% |
| Consumer Staples | 2.1% |
| Telecommunications | 1.5% |
| Basic Materials | 0.9% |
* excluding cash equivalents
Top Ten Holdings
(% of total investments)*
| Ducommun, Inc. | 1.89% |
| Columbus McKinnon Corp. | 1.87% |
| Select Water Solutions, Inc., Class A | 1.64% |
| Interface, Inc. | 1.46% |
| Magnite, Inc. | 1.39% |
| Photronics, Inc. | 1.32% |
| Barrett Business Services, Inc. | 1.30% |
| American Coastal Insurance Corp. | 1.25% |
| iRadimed Corp. | 1.20% |
| ChromaDex Corp. | 1.17% |
* excluding cash equivalents
Asset Class Weightings
(% total investments)
| Value | Value |
|---|
| Common Stock | 98.6% |
| Money Market Fund | 1.4% |
Where can I find additional information about the fund?
If you wish to view additional information about the Fund; including but not limited to its prospectus, holdings, financial information, and proxy information, please visit https://acuitasfunds.com/invest-with-us/ .
Semi-Annual Shareholder Report - December 31, 2024
(b) Not applicable.
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 financial statements filed under Item 7(a).
(b) Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.
(a)
SEMI-ANNUAL
FINANCIALS
AND
OTHER
INFORMATION
December
31,
2024
(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
Other
Information
13
ACUITAS
US
MICROCAP
FUND
SCHEDULE
OF
INVESTMENTS
December
31,
2024
See
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Common
Stock
-
98.3%
Basic
Materials
-
0.9%
17,111
LifeMD,
Inc.
(a)
$
84,699
35,432
Northern
Technologies
International
Corp.
477,978
136,189
Taseko
Mines,
Ltd.
(a)
264,207
826,884
Consumer
Discretionary
-
10.4%
2,606
Acme
United
Corp.
97,282
2,743
Allegiant
Travel
Co.
258,171
50,366
Arhaus,
Inc.
(a)
473,440
6,366
Beazer
Homes
USA,
Inc.
(a)
174,810
6,528
Blue
Bird
Corp.
(a)
252,177
9,490
Civeo
Corp.
215,613
6,100
Climb
Global
Solutions,
Inc.
773,175
19,887
Crown
Crafts,
Inc.
89,094
52,705
Duluth
Holdings,
Inc.,
Class B
(a)
162,858
13,872
First
Watch
Restaurant
Group,
Inc.
(a)
258,158
74,910
Fluent,
Inc.
(a)
188,773
7,969
Fox
Factory
Holding
Corp.
(a)
241,222
39,366
FTAI
Infrastructure,
Inc.
285,797
33,050
Guess?,
Inc.
464,683
39,939
Holley,
Inc.
(a)
120,616
55,120
Interface,
Inc.
1,342,172
5,956
Jack
in
the
Box,
Inc.
248,008
2,963
Kura
Sushi
USA,
Inc.,
Class A
(a)
268,388
19,491
Lands'
End,
Inc.
(a)
256,112
9,157
Malibu
Boats,
Inc.,
Class A
(a)
344,212
1,783
Miller
Industries,
Inc./TN
116,537
83,055
Motorcar
Parts
of
America,
Inc.
(a)
631,218
6,762
Rocky
Brands,
Inc.
154,174
6,033
Shoe
Carnival,
Inc.
199,572
57,030
Sportsman's
Warehouse
Holdings,
Inc.
(a)
152,270
13,074
The
Lovesac
Co.
(a)
309,331
18,682
The
RealReal,
Inc.
(a)
204,194
12,494
Travelzoo
(a)
249,255
16,345
Universal
Technical
Institute,
Inc.
(a)
420,230
9,609
Viad
Corp.
(a)
408,478
666
Victoria's
Secret
&
Co.
(a)
27,586
18,005
Zumiez,
Inc.
(a)
345,156
9,732,762
Consumer
Staples
-
2.1%
23,132
B&G
Foods,
Inc.
159,379
50,798
Cronos
Group,
Inc.
(a)
102,612
22,969
Mama's
Creations,
Inc.
(a)
182,833
3,353
Oil-Dri
Corp.
of
America
293,857
78,003
SunOpta,
Inc.
(a)
600,623
7,637
The
Chefs'
Warehouse,
Inc.
(a)
376,657
3,616
The
Vita
Coco
Co.,
Inc.
(a)
133,467
2,853
Vital
Farms,
Inc.
(a)
107,530
1,956,958
Energy
-
4.7%
12,369
American
Superconductor
Corp.
(a)
304,648
108,854
Berry
Corp.
449,567
4,905
Centrus
Energy
Corp.
(a)
326,722
13,600
Civitas
Resources,
Inc.
623,832
62,110
Geospace
Technologies
Corp.
(a)
622,342
14,176
Hallador
Energy
Co.
(a)
162,315
23,212
Innovex
International,
Inc.
(a)
324,272
101,221
NPK
International,
Inc.
(a)
776,365
31,135
Oil
States
International,
Inc.
(a)
157,543
15,500
Stabilis
Solutions,
Inc.
(a)
82,925
124,815
VAALCO
Energy,
Inc.
545,442
4,375,973
Shares
Security
Description
Value
Financials
-
15.1%
3,749
Alpine
Banks
of
Colorado
$
128,291
12,635
Amalgamated
Financial
Corp.
422,893
85,100
American
Coastal
Insurance
Corp.
(a)
1,145,446
6,924
Arrow
Financial
Corp.
198,788
7,228
Banco
Latinoamericano
de
Comercio
Exterior
SA,
Class E
257,100
12,469
Bank
of
Marin
Bancorp
296,388
12,714
Bankwell
Financial
Group,
Inc.
396,041
7,787
Business
First
Bancshares,
Inc.
200,126
8,791
Central
Pacific
Financial
Corp.
255,379
5,973
Community
Trust
Bancorp,
Inc.
316,748
10,344
ConnectOne
Bancorp,
Inc.
236,981
20,255
Customers
Bancorp,
Inc.
(a)
986,013
2,899
Dave,
Inc.
(a)
251,981
9,105
Dime
Community
Bancshares,
Inc.
279,842
23,825
eHealth,
Inc.
(a)
223,955
9,000
Enova
International,
Inc.
(a)
862,920
19,140
EZCORP,
Inc.,
Class A
(a)
233,891
9,348
First
Internet
Bancorp
336,435
26,573
First
Western
Financial,
Inc.
(a)
519,502
30,702
Heritage
Commerce
Corp.
287,985
16,458
Heritage
Insurance
Holdings,
Inc.
(a)
199,142
11,886
International
General
Insurance
Holdings,
Ltd.
282,411
2,037
Investors
Title
Co.
482,280
20,361
KKR
Real
Estate
Finance
Trust,
Inc.
REIT
205,646
6,083
LendingTree,
Inc.
(a)
235,716
68,325
Medallion
Financial
Corp.
641,572
4,453
Mercantile
Bank
Corp.
198,114
7,134
Mid
Penn
Bancorp,
Inc.
205,745
5,553
MidWestOne
Financial
Group,
Inc.
161,703
3,687
Northrim
BanCorp,
Inc.
287,365
16,830
OP
Bancorp
266,082
13,712
PRA
Group,
Inc.
(a)
286,444
2,802
QCR
Holdings,
Inc.
225,953
18,000
Regional
Management
Corp.
611,640
5,486
Silvercrest
Asset
Management
Group,
Inc.
100,888
7,960
Texas
Capital
Bancshares,
Inc.
(a)
622,472
4,436
Third
Coast
Bancshares,
Inc.
(a)
150,602
4,949
Unity
Bancorp,
Inc.
215,826
6,416
Univest
Financial
Corp.
189,336
22,975
Veritex
Holdings,
Inc.
624,001
14,029,643
Health
Care
-
19.3%
105,776
908
Devices,
Inc.
(a)
232,707
132,026
Accuray,
Inc.
(a)
261,411
27,203
Aclaris
Therapeutics,
Inc.
(a)
67,463
2,962
Addus
HomeCare
Corp.
(a)
371,287
22,169
ADMA
Biologics,
Inc.
(a)
380,198
7,221
AnaptysBio,
Inc.
(a)
95,606
2,774
ANI
Pharmaceuticals,
Inc.
(a)
153,347
15,382
Anika
Therapeutics,
Inc.
(a)
253,188
17,994
ARS
Pharmaceuticals,
Inc.
(a)
189,837
14,944
Astria
Therapeutics,
Inc.
(a)
133,599
12,349
Axogen,
Inc.
(a)
203,512
29,830
BioLife
Solutions,
Inc.
(a)
774,387
43,596
Butterfly
Network,
Inc.
(a)
136,020
17,317
Cantaloupe,
Inc.
(a)
164,685
11,914
CareDx,
Inc.
(a)
255,079
202,065
ChromaDex
Corp.
(a)
1,071,955
20,514
Corvus
Pharmaceuticals,
Inc.
(a)
109,750
22,263
Cytek
Biosciences,
Inc.
(a)
144,487
11,494
Edgewise
Therapeutics,
Inc.
(a)
306,890
ACUITAS
US
MICROCAP
FUND
SCHEDULE
OF
INVESTMENTS
December
31,
2024
See
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Health
Care
-
19.3%
(continued)
10,758
Electromed,
Inc.
(a)
$
317,899
21,430
Embecta
Corp.
442,529
185,331
Harvard
Bioscience,
Inc.
(a)
391,048
52,321
Health
Catalyst,
Inc.
(a)
369,909
13,080
Healthcare
Services
Group,
Inc.
(a)
151,924
5,161
HealthStream,
Inc.
164,120
15,913
Immunome,
Inc.
(a)
168,996
54,688
InfuSystem
Holdings,
Inc.
(a)
462,114
15,278
Intellia
Therapeutics,
Inc.
(a)
178,141
20,047
iRadimed
Corp.
1,102,585
17,444
Kiniksa
Pharmaceuticals
International
PLC
(a)
345,042
67,273
KORU
Medical
Systems,
Inc.
(a)
259,001
8,666
LeMaitre
Vascular,
Inc.
798,485
30,577
MannKind
Corp.
(a)
196,610
34,311
MiMedx
Group,
Inc.
(a)
330,072
3,120
Nature's
Sunshine
Products,
Inc.
(a)
45,739
9,063
Nurix
Therapeutics,
Inc.
(a)
170,747
10,846
Orthofix
Medical,
Inc.
(a)
189,371
18,222
OrthoPediatrics
Corp.
(a)
422,386
18,247
Pacira
BioSciences,
Inc.
(a)
343,773
25,989
Pediatrix
Medical
Group,
Inc.
(a)
340,976
8,147
Phibro
Animal
Health
Corp.,
Class A
171,087
22,048
Pliant
Therapeutics,
Inc.
(a)
290,372
25,160
Quanterix
Corp.
(a)
267,451
51,755
Quipt
Home
Medical
Corp.
(a)
157,853
47,719
Savara,
Inc.
(a)
146,497
6,675
Scholar
Rock
Holding
Corp.
(a)
288,494
34,043
SI-BONE,
Inc.
(a)
477,283
25,347
Stoke
Therapeutics,
Inc.
(a)
279,577
10,308
Supernus
Pharmaceuticals,
Inc.
(a)
372,737
22,075
Syndax
Pharmaceuticals,
Inc.
(a)
291,832
114,196
Taysha
Gene
Therapies,
Inc.
(a)
197,559
25,771
The
Joint
Corp.
(a)
273,946
16,992
The
Pennant
Group,
Inc.
(a)
450,628
10,347
Tyra
Biosciences,
Inc.
(a)
143,823
4,457
US
Physical
Therapy,
Inc.
395,380
4,938
Utah
Medical
Products,
Inc.
303,539
19,116
Voyager
Therapeutics,
Inc.
(a)
108,388
6,893
Xenon
Pharmaceuticals,
Inc.
(a)
270,206
15,651
Zymeworks,
Inc.
(a)
229,131
44,101
Zynex,
Inc.
(a)
353,249
17,965,907
Industrials
-
21.5%
11,295
ACM
Research,
Inc.,
Class A
(a)
170,554
36,981
AerSale
Corp.
(a)
232,980
12,801
Allient,
Inc.
310,808
23,504
Archer
Aviation,
Inc.
(a)
229,164
27,536
Barrett
Business
Services,
Inc.
1,196,164
5,062
Bel
Fuse,
Inc.,
Class B
417,463
87,833
BGSF,
Inc.
460,245
7,435
BlueLinx
Holdings,
Inc.
(a)
759,560
46,155
Columbus
McKinnon
Corp.
1,718,812
32,781
Commercial
Vehicle
Group,
Inc.
(a)
81,297
33,556
Concrete
Pumping
Holdings,
Inc.
(a)
223,483
36,367
Conduent,
Inc.
(a)
146,923
37,024
Core
Molding
Technologies,
Inc.
(a)
612,377
4,064
CRA
International,
Inc.
760,781
212,800
DHI
Group,
Inc.
(a)
376,656
4,572
Douglas
Dynamics,
Inc.
108,036
27,264
Ducommun,
Inc.
(a)
1,735,626
7,315
Energy
Recovery,
Inc.
(a)
107,531
6,774
Franklin
Covey
Co.
(a)
254,567
Shares
Security
Description
Value
Industrials
-
21.5%
(continued)
14,373
Graham
Corp.
(a)
$
639,167
30,863
Great
Lakes
Dredge
&
Dock
Corp.
(a)
348,443
39,456
Information
Services
Group,
Inc.
131,783
13,178
Insteel
Industries,
Inc.
355,938
22,688
Kornit
Digital,
Ltd.
(a)
702,194
27,755
Mayville
Engineering
Co.,
Inc.
(a)
436,309
3,531
Mesa
Laboratories,
Inc.
465,633
21,725
Myers
Industries,
Inc.
239,844
4,661
MYR
Group,
Inc.
(a)
693,417
6,411
Natural
Gas
Services
Group,
Inc.
(a)
171,815
176,084
Orion
Energy
Systems,
Inc.
(a)
140,885
33,435
Park
Aerospace
Corp.
489,823
104,372
Paysign,
Inc.
(a)
315,203
4,845
Primoris
Services
Corp.
370,158
12,252
Proficient
Auto
Logistics,
Inc.
(a)
98,874
58,351
Radiant
Logistics,
Inc.
(a)
390,952
82,439
Ranpak
Holdings
Corp.
(a)
567,180
51,085
Resources
Connection,
Inc.
435,755
3,521
The
Gorman-Rupp
Co.
133,516
1,692
The
Monarch
Cement
Co.
369,430
12,863
The
Real
Brokerage,
Inc.
(a)
59,170
19,338
Thermon
Group
Holdings,
Inc.
(a)
556,354
4,666
Transcat,
Inc.
(a)
493,383
12,402
Ultralife
Corp.
(a)
92,395
34,052
Vishay
Precision
Group,
Inc.
(a)
799,200
39,786
Wabash
National
Corp.
681,534
20,081,382
Real
Estate
-
2.2%
14,867
Alpine
Income
Property
Trust,
Inc.
REIT
249,617
30,096
Anywhere
Real
Estate,
Inc.
(a)
99,317
56,633
Apartment
Investment
and
Management
Co.
REIT
(a)
514,794
18,345
Armada
Hoffler
Properties,
Inc.
REIT
187,669
8,323
BRT
Apartments
Corp.
REIT
150,063
33,536
Plymouth
Industrial
REIT,
Inc.
596,941
19,376
Whitestone
REIT
274,558
2,072,959
Technology
-
16.4%
38,917
A10
Networks,
Inc.
716,073
122,386
ADTRAN
Holdings,
Inc.
(a)
1,019,475
832
Amplitude,
Inc.
(a)
8,778
41,946
Arteris,
Inc.
(a)
427,430
15,544
AstroNova,
Inc.
(a)
186,683
7,272
AudioEye,
Inc.
(a)
110,607
18,070
Backblaze,
Inc.,
Class A
(a)
108,781
7,110
Benchmark
Electronics,
Inc.
322,794
54,830
Blend
Labs,
Inc.,
Class A
(a)
230,834
12,896
CEVA,
Inc.
(a)
406,869
15,629
Cohu,
Inc.
(a)
417,294
16,894
Consensus
Cloud
Solutions,
Inc.
(a)
403,091
3,887
Digimarc
Corp.
(a)
145,568
7,292
Donnelley
Financial
Solutions,
Inc.
(a)
457,427
21,902
Hurco
Cos.,
Inc.
422,490
16,777
Ichor
Holdings,
Ltd.
(a)
540,555
31,058
Immersion
Corp.
271,136
145,754
indie
Semiconductor,
Inc.,
Class A
(a)
590,304
42,691
inTEST
Corp.
(a)
366,716
52,100
Key
Tronic
Corp.
(a)
217,257
80,220
Magnite,
Inc.
(a)
1,277,102
6,852
NVE
Corp.
557,958
26,222
OneSpan,
Inc.
(a)
486,156
12,470
Ouster,
Inc.
(a)
152,383
75,200
Outbrain,
Inc.
(a)
539,936
ACUITAS
US
MICROCAP
FUND
SCHEDULE
OF
INVESTMENTS
December
31,
2024
See
Notes
to
Financial
Statements.
At
December
31,
2024,
The
Fund
held
the
following
exchange
traded
futures
contracts:
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
December
31,
2024.
The
inputs
or
methodology
used
for
valuing
securities
are
not
necessarily
an
indication
of
the
risks
associated
with
investing
in
those
securities.
For
more
information
on
valuation
inputs,
and
their
aggregation
into
the
levels
used
in
the
table
below,
please
refer
to
the
Security
Valuation
section
in
Note
2
of
the
accompanying
Notes
to
Financial
Statements.
The
Level
1
value
displayed
in
this
table
consists
of
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
-
16.4%
(continued)
12,127
PDF
Solutions,
Inc.
(a)
$
328,399
51,510
Photronics,
Inc.
(a)
1,213,576
16,369
PROS
Holdings,
Inc.
(a)
359,463
70,614
Rackspace
Technology,
Inc.
(a)
156,057
4,942
Rigetti
Computing,
Inc.
(a)
75,415
20,360
Shutterstock,
Inc.
617,926
31,184
Solaris
Energy
Infrastructure,
Inc.,
Class A
897,476
9,698
SoundHound
AI,
Inc.
(a)
192,408
4,332
Spire
Global,
Inc.
(a)
60,951
47,161
TrueCar,
Inc.
(a)
175,911
12,036
Veeco
Instruments,
Inc.
(a)
322,565
16,109
Viant
Technology,
Inc.,
Class A
(a)
305,910
15,293
Weave
Communications,
Inc.
(a)
243,465
15,333,219
Telecommunications
-
1.5%
47,220
Aviat
Networks,
Inc.
(a)
855,154
114,291
Ondas
Holdings,
Inc.
(a)
292,585
39,255
Powerfleet,
Inc.
NJ
(a)
261,438
1,409,177
Utilities
-
4.2%
44,466
Aris
Water
Solutions,
Inc.,
Class A
1,064,961
95,188
Enviri
Corp.
(a)
732,948
42,234
Perma-Fix
Environmental
Services,
Inc.
(a)
467,530
11,886
Pure
Cycle
Corp.
(a)
150,714
113,480
Select
Water
Solutions,
Inc.,
Class A
1,502,475
3,918,628
Total
Common
Stock
(Cost
$78,930,106)
91,703,492
Shares
Security
Description
Value
Money
Market
Fund
-
1.4%
1,314,948
First
American
Government
Obligations
Fund,
Class X,
4.39%
(b)
(Cost
$1,314,948)
1,314,948
Investments,
at
value
-
99.7%
(Cost
$80,245,054)
$
93,018,440
Other
Assets
&
Liabilities,
Net
-
0.3%
239,730
Net
Assets
-
100.0%
$
93,258,170
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,
2024.
Contracts
Description
Expiration
Date
Notional
Contract
Value
Value
Net
Unrealized
Depreciation
5
CME
E-Mini
Russell
2000
Index
Future
03/25/25
$593,216
$562,450
$(30,766)
Valuation
Inputs
Investments
in
Securities
Other
Financial
Instruments*
Level
1
-
Quoted
Prices
$
93,018,440
$
(30,766)
Level
2
-
Other
Significant
Observable
Inputs
–
–
Level
3
-
Significant
Unobservable
Inputs
–
–
Total
$
93,018,440
$
(30,766)
ACUITAS
US
MICROCAP
FUND
STATEMENT
OF
ASSETS
AND
LIABILITIES
December
31,
2024
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
$80,245,054)
$
93,018,440
Deposits
with
broker
207,339
Receivables:
Fund
shares
sold
161,286
Investment
securities
sold
67,865
Dividends
42,020
Variation
margin
525
Prepaid
expenses
12,405
Total
Assets
93,509,880
LIABILITIES
Payables:
Investment
securities
purchased
61,947
Fund
shares
redeemed
50,949
Accrued
Liabilities:
Investment
adviser
fees
78,513
Trustees’
fees
and
expenses
744
Fund
services
fees
27,599
Other
expenses
31,958
Total
Liabilities
251,710
NET
ASSETS
$
93,258,170
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
82,259,553
Distributable
Earnings
10,998,617
NET
ASSETS
$
93,258,170
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
Institutional
Shares
6,640,280
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE*
Institutional
Shares
(based
on
net
assets
of
$93,258,170)
$
14.04
ACUITAS
US
MICROCAP
FUND
STATEMENT
OF
OPERATIONS
FOR
THE
SIX
MONTHS
ENDED
DECEMBER
31,
2024
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$611)
$
565,229
Total
Investment
Income
565,229
EXPENSES
Investment
adviser
fees
574,928
Fund
services
fees
121,113
Custodian
fees
15,900
Registration
fees
11,892
Professional
fees
24,332
Trustees'
fees
and
expenses
7,822
Interest
expense
1,427
Other
expenses
91,254
Total
Expenses
848,668
Fees
waived
(157,328)
Net
Expenses
691,340
NET
INVESTMENT
LOSS
(126,111)
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
(loss)
on:
Investments
782,512
Futures
(12,544)
Net
realized
gain
769,968
Net
change
in
unrealized
appreciation
(depreciation)
on:
Investments
7,593,708
Futures
(34,146)
Net
change
in
unrealized
appreciation
(depreciation)
7,559,562
NET
REALIZED
AND
UNREALIZED
GAIN
8,329,530
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
8,203,419
ACUITAS
US
MICROCAP
FUND
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
See
Notes
to
Financial
Statements.
For
the
Six
Months
Ended
December
31,
2024
For
the
Year
Ended
June
30,
2024
OPERATIONS
Net
investment
loss
$
(126,111)
$
(92,219)
Net
realized
gain
769,968
3,832,122
Net
change
in
unrealized
appreciation
(depreciation)
7,559,562
28,187
Increase
in
Net
Assets
Resulting
from
Operations
8,203,419
3,768,090
DISTRIBUTIONS
TO
SHAREHOLDERS
Institutional
Shares
(2,943,933)
–
Total
Distributions
Paid
(2,943,933)
–
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares:
Institutional
Shares
10,150,548
22,076,434
Reinvestment
of
distributions:
Institutional
Shares
2,943,383
–
Redemption
of
shares:
Institutional
Shares
(7,664,178)
(6,160,312)
Redemption
fees:
Institutional
Shares
1,399
584
Increase
in
Net
Assets
from
Capital
Share
Transactions
5,431,152
15,916,706
Increase
in
Net
Assets
10,690,638
19,684,796
NET
ASSETS
Beginning
of
Period
82,567,532
62,882,736
End
of
Period
$
93,258,170
$
82,567,532
SHARE
TRANSACTIONS
Sale
of
shares:
Institutional
Shares
724,418
1,680,424
Reinvestment
of
distributions:
Institutional
Shares
195,924
–
Redemption
of
shares:
Institutional
Shares
(539,357)
(502,665)
Increase
in
Shares
380,985
1,177,759
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,
2024
For
the
Years
Ended
June
30,
2024
2023
2022
2021
2020
INSTITUTIONAL
SHARES
NET
ASSET
VALUE,
Beginning
of
Period
$
13.19
$
12.37
$
11.53
$
16.75
$
8.76
$
10.05
INVESTMENT
OPERATIONS
Net
investment
loss
(a)
(0.02)
(0.02)
(0.03)
(0.06)
(0.05)
(0.05)
Net
realized
and
unrealized
gain
(loss)
1.31
0.84
1.60
(3.91)
8.04
(1.23)
Total
from
Investment
Operations
1.29
0.82
1.57
(3.97)
7.99
(1.28)
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
(0.00)(b)
–
–
–
–
–
Net
realized
gain
(0.44)
–
(0.73)
(1.25)
–
(0.01)
Total
Distributions
to
Shareholders
(0.44)
–
(0.73)
(1.25)
–
(0.01)
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
$
14.04
$
13.19
$
12.37
$
11.53
$
16.75
$
8.76
TOTAL
RETURN
9.61%(c)
6.63%
14.04%
(25.17)%
91.21%
(12.75)%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
93,258
$
82,568
$
62,883
$
47,078
$
66,416
$
40,483
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.27)%(d)
(0.14)%
(0.23)%
(0.41)%
(0.36)%
(0.47)%
Net
expenses
1.50%(d)
1.50%
1.50%
1.50%
1.50%
1.70%
Gross
expenses
(e)
1.84%(d)
1.96%
2.05%
2.00%
2.08%
2.03%
PORTFOLIO
TURNOVER
RATE
30%(c)
64%
56%
61%
78%
74%
(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.
Expense
waivers
and/or
reimbursements
would
decrease
the
total
return
had
such
reductions
not
occurred.
ACUITAS
US
MICROCAP
FUND
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2024
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,
2024,
Investor
Shares
had
not
commenced
operations.
The
Fund
seeks
capital
appreciation.
The
Fund
commenced
operations
on
July
18,
2014.
The
Fund
included
herein
is
deemed
to
be
an
individual
reporting
segment
and
is
not
part
of
a
consolidated
reporting
entity.
The
objective
and
strategy
of
the
Fund
is
used
by
the
Adviser,
as
defined
in
Note
3,
to
make
investment
decisions,
and
the
results
of
the
operations,
as
shown
on
the
Statement
of
Operations
and
the
financial
highlights
for
the
Fund
is
the
information
utilized
for
the
day-
to-day
management
of
the
Fund.
The
Fund
is
party
to
the
expense
agreements
as
disclosed
in
the
Notes
to
the
Financial
Statements
and
there
are
no
resources
allocated
to
the
Fund
based
on
performance
measurements.
Due
to
the
significance
of
oversight
and
their
role,
the
Adviser
is
deemed
to
be
the
Chief
Operating
Decision
Maker.
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
recorded
at
fair
value
using
last
quoted
trade
or
official
closing
price
from
the
principal
exchange
where
the
security
is
traded,
as
provided
by
independent
pricing
services
on
each
Fund
business
day.
In
the
absence
of
a
last
trade,
securities
are
valued
at
the
mean
of
the
last
bid
and
ask
price
provided
by
the
pricing
service.
Futures
contracts
are
valued
at
the
day’s
settlement
price
on
the
exchange
where
the
contract
is
traded.
Forward
currency
contracts
are
generally
valued
based
on
interpolation
of
forward
curve
data
points
obtained
from
major
banking
institutions
that
deal
in
foreign
currencies
and
currency
dealers.
Exchange-traded
options
for
which
the
last
quoted
sale
price
is
outside
the
closing
bid
and
ask
price
will
be
valued
at
the
mean
of
the
closing
bid
and
ask
price.
Shares
of
non-exchange
traded
open-end
mutual
funds
are
valued
at
net
asset
value
per
share
(“NAV”).
Short-term
investments
that
mature
in
sixty
days
or
less
may
be
recorded
at
amortized
cost,
which
approximates
fair
value.
Pursuant
to
Rule
2a-5
under
the
Investment
Company
Act,
the
Trust’s
Board
of
Trustees
(the
“Board”)
has
designated
the
Adviser
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.
ACUITAS
US
MICROCAP
FUND
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2024
Fair
valuation
is
based
on
subjective
factors
and,
as
a
result,
the
fair
value
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
level
of
various
“inputs”
used
to
determine
the
value
of
the
Fund’s
investments.
These
inputs
are
summarized
in
the
three
broad
levels
listed
below:
Level
1
-
Quoted
prices
in
active
markets
for
identical
assets
and
liabilities.
Level
2
-
Prices
determined
using
significant
other
observable
inputs
(including
quoted
prices
for
similar
securities,
interest
rates,
prepayment
speeds,
credit
risk,
etc.).
Short-term
securities
are
valued
at
amortized
cost,
which
approximates
market
value,
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,
2024,
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
and
included
in
interest
income.
Identified
cost
of
investments
sold
is
used
to
determine
the
gain
and
loss
for
both
financial
statement
and
federal
income
tax
purposes.
Futures
Contracts
–
A
futures
contract
is
an
agreement
between
parties
to
buy
or
sell
a
security
at
a
set
price
on
a
future
date.
Upon
entering
into
such
a
contract,
a
fund
is
required
to
pledge
to
the
broker
an
amount
of
cash,
U.S.
Government
obligations
or
other
high-quality
debt
securities
equal
to
the
minimum
“initial
margin”
requirements
of
the
exchange
on
which
the
futures
contract
is
traded.
Pursuant
to
the
contract,
the
Fund
agrees
to
receive
from
or
pay
to
the
broker
an
amount
of
cash
equal
to
the
daily
fluctuation
in
the
value
of
the
contract.
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,
2024,
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
ACUITAS
US
MICROCAP
FUND
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2024
fiscal
years
after
they
are
filed.
As
of
December
31,
2024,
there
are
no
uncertain
tax
positions
that
would
require
financial
statement
recognition,
de-recognition
or
disclosure.
Income
and
Expense
Allocation
–
The
Trust
accounts
separately
for
the
assets,
liabilities
and
operations
of
each
of
its
investment
portfolios.
Expenses
that
are
directly
attributable
to
more
than
one
investment
portfolio
are
allocated
among
the
respective
investment
portfolios
in
an
equitable
manner.
Redemption
Fees
–
A
shareholder
who
redeems
or
exchanges
shares
within
60
days
of
purchase
will
incur
a
redemption
fee
of
1.00%
of
the
current
NAV
of
shares
redeemed
or
exchanged,
subject
to
certain
limitations.
The
fee
is
charged
for
the
benefit
of
the
remaining
shareholders
and
will
be
paid
to
the
Fund
to
help
offset
transaction
costs.
The
fee
is
accounted
for
as
an
addition
to
paid-in
capital.
The
Fund
reserves
the
right
to
modify
the
terms
of
or
terminate
the
fee
at
any
time.
There
are
limited
exceptions
to
the
imposition
of
the
redemption
fee.
Redemption
fees
incurred
for
the
Fund,
if
any,
are
reflected
on
the
Statements
of
Changes
in
Net
Assets.
Commitments
and
Contingencies
–
In
the
normal
course
of
business,
the
Fund
enters
into
contracts
that
provide
general
indemnifications
by
the
Fund
to
the
counterparty
to
the
contract.
The
Fund’s
maximum
exposure
under
these
arrangements
is
dependent
on
future
claims
that
may
be
made
against
the
Fund
and,
therefore,
cannot
be
estimated;
however,
based
on
experience,
the
risk
of
loss
from
such
claims
is
considered
remote.
The
Fund
has
determined
that
none
of
these
arrangements
requires
disclosure
on
the
Fund’s
Statement
of
Assets
and
Liabilities.
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.
Effective
January
1,
2025,
the
Audit
Committee
Chairman
receives
an
additional
$2,000
annually.
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.
ACUITAS
US
MICROCAP
FUND
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2024
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,
2025.
Other
fund
service
providers
have
agreed
to
waive
a
portion
of
their
fees
and
such
waivers
may
be
changed
or
eliminated
with
the
approval
of
the
Board
of
Trustees
of
the
Trust.
For
the
period
ended
December
31,
2024,
the
fees
waived
and/or
reimbursed
expenses
were
as
follows:
The
Adviser
may
be
reimbursed
by
the
Fund
for
fees
waived
and
expenses
reimbursed
by
the
Adviser
pursuant
to
the
Expense
Cap
if
such
payment
is
approved
by
the
Board,
made
within
three
years
of
the
fee
waiver
or
expense
reimbursement,
and
does
not
cause
the
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
to
exceed
the
lesser
of
(i)
the
then-
current
expense
cap
and
(ii)
the
expense
cap
in
place
at
the
time
the
fees/expenses
were
waived/reimbursed.
As
of
December
31,
2024,
$820,740
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,
2024,
totaled
$
29,379,991
and
$
26,080,904
,
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,
2024
,
for
futures
contracts
was
$
10,852,422
.
The
Fund’s
use
of
derivatives
for
the
period
ended
December
31,
2024,
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,
2024.
Realized
and
unrealized
gains
and
losses
on
derivatives
contracts
for
the
period
ended
December
31,
2024,
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,
2024.
These
amounts
may
be
collateralized
by
cash
or
financial
instruments.
Investment
Adviser
Fees
Waived
Other
Waivers
Total
Fees
Waived
and
Expenses
Reimbursed
$
142,202
$
15,126
$
157,328
Location:
Equity
Contracts
Asset
derivatives:
Unrealized
depreciation
on
futures*
$
(30,766)
*
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
$
(12,544)
Total
net
realized
gain
$
(12,544)
Net
change
in
unrealized
appreciation
(depreciation)
on:
Futures
$
(34,146)
Total
net
change
in
unrealized
appreciation
(depreciation)
$
(34,146)
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**
$
(30,766)
$
-
$
(30,766)
$
-
ACUITAS
US
MICROCAP
FUND
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2024
Note
7.
Federal
Income
Tax
As
of
December
31,
2024,
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:
Distributions
paid
during
the
fiscal
years
ended
as
noted
were
characterized
for
tax
purposes
as
follows:
As
of
June
30,
2024,
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,
PFICs
and
wash
sales.
Note
8.
Subsequent
Events
Subsequent
events
occurring
after
the
date
of
this
report
through
the
date
these
financial
statements
were
issued
have
been
evaluated
for
potential
impact,
and
the
Fund
has
had
no
such
events.
*
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
$
20,387,774
Gross
Unrealized
Depreciation
(7,614,388)
Net
Unrealized
Appreciation
$
12,773,386
2024
2023
Long-Term
Capital
Gain
$
–
$
2,851,832
Undistributed
Ordinary
Income
$
264,175
Undistributed
Long-Term
Gain
1,969,893
Net
Unrealized
Appreciation
3,505,063
Total
$
5,739,131
ACUITAS
US
MICROCAP
FUND
OTHER
INFORMATION
December
31,
2024
Changes
in
and
Disagreements
with
Accountants
(Item
8
of
Form
N-CSR)
N/A
Proxy
Disclosure
(Item
9
of
Form
N-CSR)
N/A
Remuneration
Paid
to
Directors,
Officers,
and
Others
(Item
10
of
Form
N-CSR)
Please
see
financial
statements
in
Item
7.
Statement
Regarding
the
Basis
for
the
Board’s
Approval
of
Investment
Advisory
Contract
(Item
11
of
Form
N-CSR)
Acuitas
US
Microcap
Fund
(the
“Fund”)
–
Diamond
Hill
Capital,
LLC
At
the
September
19,
2024
Board
meeting
(the
“September
meeting”),
the
Board
of
Trustees
of
Forum
Funds
II
(the
“Board”),
including
the
Trustees
who
are
not
“interested
persons”
of
the
Trust
(“Independent
Trustees”),
met
and
considered
the
approval
of
a
new
investment
subadvisory
agreement
between
Acuitas
Investments,
LLC
(“Adviser”)
and
Diamond
Hill
Capital,
LLC
(“Subadviser”
or
“Diamond
Hill”)
pertaining
to
the
Fund
(the
“Subadvisory
Agreement”).
In
preparation
for
the
September
meeting,
the
Board
was
presented
with
a
range
of
information
to
assist
in
its
deliberations.
The
Board
requested
and
reviewed
written
responses
from
Diamond
Hill
to
a
letter
circulated
on
the
Board’s
behalf
concerning
the
personnel,
operations,
financial
condition,
performance,
compensation,
and
services
to
be
provided
to
the
Fund
by
Diamond
Hill,
and
also
a
memorandum
from
the
Adviser
summarizing
the
due
diligence
process
the
Adviser
employed
in
making
its
recommendation
to
the
Board
to
approve
Diamond
Hill
to
manage
a
portion
of
the
Fund
(the
“Sleeve”).
The
Board
also
received
an
oral
presentation
from
each
of
the
Adviser
and
the
Subadviser
and
discussed
the
materials
with
the
Adviser,
Subadviser,
independent
legal
counsel
to
the
Independent
Trustees
(“Independent
Legal
Counsel”),
and,
as
necessary,
with
the
Trust’s
administrator.
The
Independent
Trustees
also
met
in
executive
session
with
Independent
Legal
Counsel
while
deliberating.
At
the
September
meeting,
the
Board
reviewed,
among
other
matters,
the
topics
discussed
below.
Nature,
Extent
and
Quality
of
Services
The
Board
received
a
presentation
from
senior
representatives
of
the
Subadviser
and
the
Adviser
and
discussed
the
Subadviser’s
personnel,
operations
and
financial
condition.
In
this
context,
the
Board
considered
the
adequacy
of
the
Subadviser’s
resources
and
the
quality
of
services
to
be
provided
by
the
Subadviser
under
the
Subadvisory
Agreement.
The
Board
reviewed
information
regarding
the
experience,
qualifications
and
professional
background
of
the
portfolio
managers
and
other
personnel
at
the
Subadviser
who
would
have
responsibility
for
the
Sleeve.
The
Board
considered
the
investment
philosophy
and
decision-making
processes
of
those
professionals
and
the
capability
and
integrity
of
the
Subadviser’s
senior
management
and
staff.
The
Board
also
evaluated
the
anticipated
quality
of
the
Subadviser’s
services
with
respect
to
regulatory
compliance
and
compliance
with
client
investment
policies
and
restrictions.
In
addition,
the
Board
took
into
consideration
the
Adviser’s
recommendation
with
respect
to
the
Subadviser.
The
Board
noted
the
Subadviser’s
representation
that
it
is
financially
stable
and
able
to
provide
investment
advisory
services
to
the
Fund.
The
Board
concluded
that,
overall,
it
was
satisfied
with
the
nature,
extent,
and
quality
of
services
to
be
provided
to
the
Fund
by
the
Subadviser
under
the
Subadvisory
Agreement.
Costs
of
Services
and
Profitability
The
Board
noted
that
the
Adviser,
and
not
the
Fund,
was
responsible
for
paying
the
subadvisory
fees
due
under
the
Subadvisory
Agreement.
The
Board
considered
information
regarding
the
costs
of
services
provided
or
profits
to
be
realized
by
the
Subadviser
from
its
relationship
with
the
Fund,
but
emphasized
the
arm’s-length
nature
of
the
relationship
between
the
Adviser
and
the
Subadviser
with
respect
to
the
negotiation
of
the
subadvisory
fee
rate
that
would
apply.
The
Board
concluded
that
the
Subadviser’s
profitability
was
not
a
material
factor
in
determining
whether
to
approve
the
Subadvisory
Agreement.
ACUITAS
US
MICROCAP
FUND
OTHER
INFORMATION
December
31,
2024
Performance
Recognizing
that
the
Subadviser
had
not
yet
managed
any
portion
of
the
Fund,
the
Board
evaluated
the
Adviser’s
assessment
of
the
Subadviser’s
historical
performance
in
managing
other
investment
accounts
with
similar
investment
strategies
to
the
one
to
be
employed
for
the
Sleeve,
noting
the
Adviser
had
expressed
satisfaction
with
the
performance
of
the
Subadviser
and
that
the
Adviser
had
recommended
the
approval
of
the
Subadvisory
Agreement.
Based
on
the
Adviser’s
evaluation
of
the
Subadviser’s
performance
and
other
relevant
facts
and
circumstances,
the
Board
concluded
that
the
Subadviser’s
management
of
the
Sleeve
could
benefit
the
Fund
and
its
shareholders.
Compensation
The
Board
reviewed
the
Subadviser’s
proposed
compensation
for
providing
subadvisory
services
to
the
Fund
and
noted
that
the
total
advisory
fee
paid
by
the
Fund
would
not
change
because
the
subadvisory
fees
are
paid
by
the
Adviser
and
not
the
Fund.
The
Board
thus
did
not
focus
on
information
regarding
the
proposed
compensation
to
be
paid
to
the
Subadviser
as
a
result
of
its
relationship
with
the
Fund,
noting
instead
the
arm’s-length
nature
of
the
relationship
between
the
Adviser
and
the
Subadviser
with
respect
to
the
negotiation
of
the
subadvisory
fee
rate
that
would
apply
to
the
Subadviser.
The
Board
did
note,
however,
that
the
compensation
to
be
received
by
the
Subadviser
under
the
Subadvisory
Agreement
would
be
the
same
as
the
subadvisory
fee
received
by
the
Fund’s
other
subadvisers.
As
a
result,
the
Board
concluded
that
the
proposed
compensation
for
providing
subadvisory
services
to
the
Fund
was
not
a
material
factor
in
considering
the
approval
of
the
Subadvisory
Agreement.
Economies
of
Scale
The
Board
considered
whether
the
Fund
would
benefit
from
any
economies
of
scale
with
respect
to
the
Subadvisory
Agreement.
The
Board
noted
that
because
the
Adviser,
and
not
the
Fund,
pays
the
subadvisory
fee,
the
Fund
would
not
benefit
from
any
economies
of
scale
in
the
form
of
breakpoints
in
the
subadvisory
fee
rate.
Based
on
the
foregoing
information
and
other
materials
presented,
the
Board
concluded
that
economies
of
scale
were
not
a
material
factor
in
approving
the
Subadvisory
Agreement.
Other
Benefits
The
Board
noted
the
Subadviser’s
representation
that,
aside
from
its
contractual
subadvisory
fees,
it
does
not
benefit
in
a
material
way
from
its
relationship
with
the
Fund.
As
a
result,
other
benefits
accrued
by
the
Subadviser
were
not
a
material
factor
in
approving
the
Subadvisory
Agreement.
Conclusion
The
Board
did
not
identify
any
single
factor
as
being
of
paramount
importance,
and
different
Trustees
may
have
given
different
weight
to
different
factors;
however,
in
light
of
the
fact
that
the
Fund
is
a
multi-manager
Fund
for
which
the
Adviser
identifies
subadvisers
whose
strategies
it
seeks
to
combine
to
achieve
the
Fund’s
investment
objective,
the
Board
gave
significant
weight
to
the
Adviser’s
recommendation
that
the
Subadviser
be
appointed
as
a
subadviser
to
the
Fund
and
to
the
Adviser’s
representation
that
the
appointment
of
the
Subadviser
would
positively
contribute
to
the
Adviser
successfully
executing
the
overall
strategy
of
the
Fund.
Based
on
its
review,
including
consideration
of
each
of
the
factors
referenced
above,
the
Board
(including
a
majority
of
the
Independent
Trustees)
determined,
in
the
exercise
of
its
reasonable
business
judgment,
that
the
subadvisory
arrangement,
as
outlined
in
the
Subadvisory
Agreement,
was
fair
and
reasonable
in
light
of
the
services
to
be
performed,
expenses
to
be
incurred
by
the
Fund
and
such
other
matters
as
the
Board
considered
relevant.
FOR
MORE
INFORMATION
Investment
Adviser
Acuitas
Investments,
LLC
520
Pike
Street,
Suite
1221
Seattle,
WA
98101
https://acuitasinvestments.com
Transfer
Agent
Apex
Fund
Services
P.O.
Box
588
Portland,
ME
04112
www.apexgroup.com
Acuitas
US
Microcap
Fund
P.O.
Box
588
Portland,
ME
04112
(844)
805-5628
This
report
is
submitted
for
the
general
information
of
the
shareholders
of
the
Fund.
It
is
not
authorized
for
distribution
to
prospective
investors
unless
preceded
or
accompanied
by
an
effective
prospectus,
which
includes
information
regarding
the
Fund’s
risks,
objectives,
fees
and
expenses,
experience
of
its
management,
and
other
information.
(b) Included as part of financial statements filed under Item 7(a).
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 10. REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES.
Included as part of financial statements filed under Item 7(a).
ITEM 11. STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT.
Included as part of other information filed under Item 7(a).
ITEM 12. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 13. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 14. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 15. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant does not accept nominees to the Board of Trustees from shareholders.
ITEM 16. CONTROLS AND PROCEDURES
(a) The Registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act are effective, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as of a date within 90 days of the filing date of this report.
(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the Reporting Period that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
ITEM 17. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 18. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION.
Not applicable.
ITEM 19. EXHIBITS.
(a)(1) Not applicable.
(a)(2) Not applicable.
(a)(4) Not applicable.
(a)(5) 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 25, 2025 | |
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 25, 2025 | |
| By: | /s/ Karen Shaw | |
| | Karen Shaw, Principal Financial Officer | |
| | | |
| Date: | February 25, 2025 | |
