As filed with the Securities and Exchange Commission on July 7, 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number 811-22842

FORUM FUNDS II

Three Canal Plaza, Suite 600

Portland, Maine 04101

Zachary Tackett, Principal Executive Officer

Three Canal Plaza, Suite 600

Portland, Maine 04101

207-347-2000

Date of fiscal year end: September 30

Date of reporting period: October 1, 2022 – March 31, 2023

Explanatory Note: The registrant is filing this amendment to its filing on Form N-CSRS for the period ended March 31, 2023, which was originally filed with the Securities and Exchange Commission on May 25, 2023 (Accession Number

0001435109-23-000096

), solely to include the exhibit 13(a)(4) – Change in Independent Registered Public Accounting Firm.

ITEM 1. REPORT TO STOCKHOLDERS.

Semi-Annual

Report

March

31,

2023

(Unaudited)

Advised

by:

SKBA

Capital

Management,

LLC

www.baywoodfunds.com

BAYWOOD

VALUE

PLUS

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

March

31,

2023

1

Dear

Shareholders,

During

the

semi-annual

period

ended

on

March

31,

The

Baywood

Value

Plus

fund

increased

meaningfully

as

did

the

majority

of

equity

markets.

This

despite

the

surfacing

of

consequences

created

by

global

central

banks.

Both

in

the

United

States

and

in

Europe,

financial

institutions

came

under

incredible

duress.

Many

emperors

have

been

swimming

with

no

clothes,

Credit

Suisse

and

Silicon

Valley

Bank

not

least

among

them.

It

is

clear

that

many

of

the

weakest

sectors

of

2022

experienced

some

of

the

strongest

stock

price

increases

these

past

few

months.

In

the

first

months

of

2023

alone,

at

the

index

level,

the

Nasdaq

outperformed

the

S&P500

which

outperformed

Value

benchmarks.

As

Value

Plus

is

an

actively-managed

strategy

with

a

strong

value

bias,

we

are

not

surprised

at

the

recent

modest

underperformance.

In

the

context

of

Value

Plus

’

strong

calendar

2022

out-performance—it

increased

in

absolute

terms

compared

with

meaningful

declines

in

most

equity

benchmarks—

“taking

a

breather”

is

not

entirely

unexpected.

Yet

“taking

a

breather”

should

be

qualified

as

your

fund

increased

approximately

15%

over

the

last

six

months!

We

strongly

disagree

with

today’s

prevailing

wisdom.

The

consensus

leans

overwhelmingly

towards

central

banks

being

at

the

tail

end

of

their

tightening

cycles.

This

we

do

not

refute.

What

we

do

refute

is

that

an

end

to

central

bank

hawkishness

will

bring

about

a

resurgence

in

risk

assets,

that

discount

rates

will

once

again

decline

thereby

creating

more

demand

for

highly

priced

and

prized

securities.

We

couldn’t

disagree

more

with

this

overly

simplistic

conclusion.

As

we

have

been

prone

to

say,

what

investors

would

like

and

what

they

are

likely

to

experience

is

apt

to

be

vastly

different.

Disappointments

will

soon

abound.

We

are

merely

at

the

beginning

of

credit

tightening

even

though

monetary

policy

may

shift

more

towards

a

neutral

stance.

These

are

two

distinctly

different

circumstances

which

need

not

oppose

one

another.

In

fact,

we

are

already

beginning

to

witness

this.

Recent

bank

runs

and

failures

are

having

but

one

consequence:

stricter

lending.

This

will

inevitably

put

a

damper

on

economic

growth.

How

quickly

TARA

has

replaced

TINA,

and

justifiably

so

(Wall

Street,

keen

as

it

is

on

acronyms,

quickly

devised

There

Are

Reasonable

Alternatives

as

a

rejoinder

to

last

decade’s

There

Is

No

Alternative).

Yet

the

alternative

is

not

Alternatives.

In

fact,

after

one

of

the

worst

years

on

record,

high

quality

fixed-income

instruments

are

looking

downright

attractive.

Public

markets—in

selective

areas—are

more

attractive

than

private

markets.

How

many

elephants

in

the

room

is

too

many?

Let’s

stick

with

two

as

they

themselves

portend

sufficient

negative

implications

for

investors.

They

are

in

fact

related

elephants.

The

first

is

the

burgeoning

recognition

that

many

private

asset

valuations

are

in

fact

inflated.

Will

regulators

finally

seek

more

transparency

in

private

asset

valuations?

While

public

markets

are

able

to

adjust

instantaneously

to

a

change

in

business

values

or

outlooks,

such

liquidity

and

transparency

are

not

characteristics

of

private

equity

and

credit.

Addressing

this

issue

can

be

a

dangerous

and

sensitive

road

to

travel

down

considering

the

trillions

of

dollars

at

play

yet

it

speaks

to

inflated

asset

values

which

in

some

form

inevitably

create

a

drag

on

subsequent

capital

raising

markets.

With

respect

to

banks,

we

have

once

again

been

reminded

of

the

effects

of

duration

mismatches.

This

tactic

has

been

taken

advantage

of

by

financial

institutions

since

time

immemorial

in

order

to

improve

net

interest

margins

and

reported

earnings.

It

should

be

no

surprise

to

see

the

beginnings

of

negative

consequences

from

Central

Bank

actions,

not

assuming

that

the

worst

is

behind

us

and

that

we

will

not

see

additional

business

casualties

in

the

near

future.

In

fact,

the

issues

banks

have

faced

up

until

now

are

much

less

significant

than

the

second

elephant

in

the

room,

that

being

bank

loan

collateral

values.

Some

of

the

recent

defaults

within

commercial

real

estate

should

be

a

warning

call

suggesting

further

indications

of

inflated

asset

values.

Over

the

next

few

months,

we

are

very

likely

to

see

further

write-

downs

on

real

estate

values

and

loans.

The

question

is

this:

who

will

take

the

hit

for

re-pricing

trillions

of

real

estate

at

fair

value?

There

is

no

good

solution

to

this

problem.

At

best,

and

this

is

the

scenario

we

believe

is

most

likely

to

take

place,

downward

re-pricing

causes

book

values

to

be

under

downward

pressure.

When

this

happens,

the

capacity

to

lend

in

aggregate

inevitably

declines.

The

debt

trap

the

Western

world

is

in

has

been

years

in

the

making.

It

is

our

opinion

that

rates

have

been

too

low

for

too

long

yet

an

attempt

to

normalize

them

has

inevitable

negative

consequences

which

further

reduces

economic

growth.

We

have

begun

to

witness

this

and

we

will

continue

to.

The

increase

in

sovereign

as

well

as

private

debt

burdens

to

current

levels

puts

negative

pressure

on

economic

growth.

These

are

basic

economic

principles.

Yet

that

condition

is

masked

as

long

as

rates

remain

low.

Once

they

increase

as

they

have

recently,

however,

excessive

sensitivity

to

rate

changes

quickly

shows

its

magnified

effect.

Raise

rates

any

further

and

recessions

inevitably

occur;

don’t

raise

rates

and

undesirable

speculative

fervor

reigns.

We

witnessed

speculative

fervor

with

many

technology

start-ups

as

well

as

with

many

banks—reckless

behavior

is

not

limited

to

any

one

industry.

There

simply

are

no

good

outcomes.

Different

and

worse

scenarios

can

also

be

considered

and

we

would

place

somewhat

lower

probabilities

on

them.

Nevertheless,

the

potential

for

positive

outcomes

is

likely

to

be

in

rarified

space.

BAYWOOD

VALUE

PLUS

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

March

31,

2023

2

In

the

Baywood

Value

Plus

fund,

our

exposure

to

banks

has

been

relatively

low

for

some

time.

Our

hypothesis

towards

banks

has

mostly

been

premised

on

valuation

mean

reversion

coming

with

improved

net

interest

margins,

and

we

prefer

those

that,

until

recently,

had

underperformed

their

peers.

The

sinners

of

the

last

crisis

tend

to

be

the

reformers

of

the

next.

In

spite

of

recent

significant

stock

price

declines,

we

do

not

believe

the

conditions

exist

for

us

to

have

large

allocations

to

banks.

Instead,

our

preference

has

been

for

insurance

companies

yet

this

too

has

been

tempered

due

to

the

impact

of

inflationary

pressures

on

severity

costs.

In

the

period

we

shifted

our

insurance

exposure

which

is

one

of

the

more

meaningful

portfolio

shifts

we

have

undergone.

We

do

believe

that

specialty

financials

are

better

able

to

sidestep

significant

credit

tightening

circumstances

which

many

financials

will

continue

to

face.

Last

year,

we

exited

our

position

in

title

insurance

company

First

American

Financial

in

favor

of

Radian,

one

of

the

largest

mortgage

insurers.

Rising

rates

tend

to

negatively

impact

home

sales,

a

negative

for

FAF,

and

lowers

mortgage

pre-payments,

a

positive

for

Radian.

First

American

is

exposed

to

home

sales

whereby

Radian

is

exposed

to

mortgage

pre-payments

(which

have

slowed

significantly);

Radian

was

one

of

the

largest

contributors

to

our

financial

exposure

during

the

period.

We

have

also

owned

the

CME,

one

of

the

largest

futures

exchanges

for

interest

rates,

energy

and

other

markets.

As

volatility

increases,

the

CME

should

continue

to

benefit;

it

too

was

one

of

the

largest

contributors

within

financials.

During

the

period

we

initiated

positions

in

Brookfield

Asset

Management,

FedEx,

AirLease

and

Corebridge.

Brookfield

Asset

Management

is

a

premier

asset

management

company

with

a

large

portion

of

its

assets

comprised

of

the

legacy

Oaktree

business.

Oaktree

is

mostly

known

for

distressed

and

high

yield

credit

investing

on

behalf

of

its

institutional

clients.

It

is

clear

to

us

that

those

markets

will

only

expand

in

favor

of

Oaktree’s

management

over

the

foreseeable

future.

AirLease

is

a

pre-eminent

aircraft

lessor;

in

essence,

it

operates

as

a

bank

for

the

global

airline

industry.

Yet

it

takes

no

duration

risk

on

its

balance

sheet.

It

takes

on

debt

once

aircraft

have

been

delivered

and

leased.

It

has

the

newest

and

most

efficient

fleet

of

aircraft

among

its

peers

as

well

as

the

longest

terms

on

its

leases

among

its

peers;

long

duration

isn’t

always

bad!

At

a

time

when

many

airlines

are

hard-pressed

to

take

on

additional

debt

in

order

to

directly

purchase

fuel-efficient

aircraft,

it

is

fairly

evident

that

AirLease

will

prove

to

be

a

beneficiary.

Lastly,

we

initiated

a

position

in

Corebridge.

This

statement

is

not

entirely

correct

as

Corebridge

was

until

recently

under

the

auspice

of

AIG;

it

was

IPO’ed

late

last

year.

Being

long-term

owners

of

AIG,

we

are

quite

familiar

with

the

various

businesses

and

management’s

actions

to

create

shareholder

value.

Since

our

AIG

purchase,

we

have

always

felt

that

the

sum-of-the

parts

was

greater

than

the

whole.

At

this

point

in

time,

many

technical

factors

have

resulted

in

a

severely

depressed

Corebridge

stock

price

while

the

company’s

business

should

benefit

from

the

changing

financial

landscape.

Once

such

short-term

headwinds

abate,

we

would

expect

shares

to

improve

meaningfully.

In

the

meantime,

we

are

receiving

nearly

6%

in

income

from

dividend

payments.

In

the

last

six

months,

energy,

materials

and

IT

all

detracted

from

relative

performance.

Based

on

our

aforementioned

concerns,

we

believe

this

shift

will

prove

to

be

temporary.

Our

cyclical

bias

is

in

fact

relatively

modest.

A

growing

portion

of

our

financial

exposure

is

within

specialty

financials

and

our

base

case

for

energy

remains

at

current

or

higher

levels.

Within

Financials,

Prosperity

Bank,

Corebridge

and

MetLife

all

detracted

from

relative

returns.

We

reduced

our

exposure

in

MetLife

and

in

Chubb

in

order

to

initiate

positions

in

some

of

the

specialty

financials

mentioned.

Within

energy,

Conoco

and

Equinor

were

the

largest

detractors.

Conoco

and

Equinor

have

been

among

the

largest

contributors

to

the

strategy

over

the

last

couple

of

years

and

it

is

not

particularly

surprising

to

see

such

strong

returns

followed

by

more

muted

performance

under

a

slowing

economic

environment.

Yet

in

our

view,

price

pressures

going

forward

are

upward,

not

downward.

It

is

telling

that

the

price

of

oil

remains

as

high

as

it

is

despite

the

possibility

of

a

significant

slowdown

in

Western

economies.

As

we

“go

to

press”,

OPEC+

has

just

announced

a

further

cut

to

production,

providing

a

boost

to

already

strong

energy

prices.

With

potential

insight

into

the

next

quarter,

such

a

decision

has

immediately

lifted

both

Conoco’s

and

Equinor’s

stock

prices.

With

their

emphasis

on

exploration,

these

are

the

two

companies

most

sensitive

to

the

price

of

the

commodity.

But

let’s

not

put

“the

cart

before

the

horse.”

Materials

are

likely

to

experience

weakness

in

an

economic

slowdown

yet

we

also

believe

that

capacity

in

the

industry

remains

healthy.

As

a

result,

we

do

not

expect

a

compounding

of

weak

prices

and

volumes,

the

death

knell

to

many

basic

materials

companies.

With

respect

to

Information

technology,

we

ask

ourselves

the

question:

did

our

holdings

all

of

a

sudden

become

less

attractive?

To

which

our

answer

is

no.

Once

again,

it

is

no

surprise

that

our

holdings

might

lag

for

some

period

of

time

after

having

contributed

noticeably

over

the

preceding

year

or

two;

returns

are

not

linear.

Yet

as

some

of

our

holdings

declined

in

price,

we

added

to

our

positions.

NXP

now

ranks

as

our

second

largest

holding

within

IT.

We

welcome

recent

price

volatility

as

it

has

enabled

us

to

continue

to

increase

our

position

in

this

semiconductor

company

that

is

growing

as

quickly

as

the

market

yet

is

selling

at

a

fraction

while

paying

us

safe

and

growing

dividends.

Communications,

a

sector

that

was

historically

anything

but

economically

sensitive

was

the

source

of

the

strategy’s

greatest

relative

weakness

in

the

period.

We

say

historically

because

until

fairly

recently,

this

sector

was

comprised

of

telecommunications

companies.

Today,

however,

Alphabet

and

Meta

are

the

largest

benchmark

constituents,

not

AT&T

and

Verizon.

This

definitely

isn’t

your

grandmother’s

communications

sector!

We

do

not

own

Alphabet

or

Meta

as

their

spending

priorities

are

on

growth

initiatives,

not

BAYWOOD

VALUE

PLUS

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

March

31,

2023

3

dividends.

Consensus

opinions

on

our

holdings

in

AT&T,

Verizon

and

Comcast

appear

too

low

and

our

return

expectations

from

here

are

attractive.

As

such,

we

continued

to

add

to

our

exposure

within

the

sector.

Healthcare

was

our

strongest

contributor

during

the

period

and

we

remain

attracted

to

both

the

sector’s

valuation

and

its

fundamentals.

While

viewed

as

defensive,

it

also

has

some

of

the

most

attractive

valuations

of

any

sector

viewed

as

such.

Within

healthcare,

the

greatest

contribution

came

from

Royal

Philips,

a

company

we

had

not

long

ago

exited

with

a

very

satisfying

experience.

We

hope

to

repeat

our

prior

success

this

time

around

and

shares

in

Philips

are

so

far

indulging

us.

Despite

their

recent

stock

price

increase,

shares

remain

undervalued

in

our

opinion.

We

hope

to

own

these

shares

for

some

time

to

come

as

the

company

corrects

some

if

its

internal

shortcomings.

We

initiated

a

position

in

FedEx.

While

the

businesses

are

fundamentally

different,

Fedex

and

Atlas

both

operate

in

transportation.

Atlas

was

recently

acquired

which

enabled

us

to

redeploy

some

of

the

proceeds

in

Fedex.

As

with

Philips,

our

purchase

of

FedEx

has

proven

to

be

timely.

Yet

we

remain

humble

that

our

returns

are

not

always

achieved

in

such

a

short

timeframe.

If

truth

be

told,

we

prefer

our

holding

period

returns

to

be

stretched

out

over

a

longer

timeframe

such

that

we

can

own

improving

companies

for

years,

not

months.

FedEx

can

be

looked

at

as

a

replacement

for

Atlas,

another

transportation

company

we

owned

for

a

couple

of

years

as

it

improved

its

own

business.

Ultimately,

the

company

was

acquired

for

a

premium

we

were

not

satisfied

with

yet

were

forced

to

accept

as

minority

shareholders.

Despite

our

displeasure,

our

experience

was

more

than

satisfactory.

Although

a

takeout

is

unlikely,

we

can

only

hope

that

FedEx

performs

in

a

like

fashion

over

a

similar

timeframe.

The

recovery

in

most

markets

from

2022

lows

is

a

welcome

respite.

Yet

that

is

likely

only

what

it

is

–

a

respite.

Wrongs

and

generationally

high

excesses

have

not

been

corrected

and

the

world

is

not

returning

to

the

prevalent

benign

conditions

of

the

last

decade.

Investors

need

to

invest

with

a

mindset

of

lower

overall

returns

over

a

complete

cycle.

We

believe

that

the

proper

way

to

invest

over

time

is

to

pay

less

than

what

companies

are

intrinsically

worth,

while

receiving

a

meaningful

portion

of

overall

returns

in

the

form

of

dividends.

Yet

one

must

be

careful

to

not

purchase

dividends

blindly.

In

and

of

themselves,

dividends

hold

little

informational

value

and

high

dividend

yields

often

result

in

cuts

or

are

a

result

of

unattractive

businesses.

Value

Plus

seeks

to

avoid

both

categories.

Being

active

also

enables

Value

Plus

to

avoid

sectors

we

believe

do

not

reflect

current

risks.

Once

again,

we

welcome

volatility

as

it

will

enable

us

to

be

selective

and

add

to

our

prospective

return

expectations

one

stock

at

a

time.

Current

and

future

portfolio

holdings

are

subject

to

change

and

risk.

Fund

holdings

and

sector

allocations

are

subject

to

change

at

any

time

and

are

not

recommendations

to

buy

or

sell

any

security.

Please

see

the

Schedule

of

Investments

in

this

report

for

a

complete

list

of

Fund

holdings.

The

S&P

500®

Index,

is

a market-capitalization-weighted

index of

500

leading publicly

traded

companies

in

the

U.S.

An

investment

cannot

be

made

directly

in

an

index.

The

S&P

500®

Value

Index

is

an

unmanaged

group

of

securities

and

is

considered

to

be

representative

of

those

stocks

in

the

S&P

500®

Index

exhibiting

the

strongest

value

characteristics.

The

gains

and

losses

reflect

the

monthly

price

of

the

Index

only,

and

therefore,

do

not

include

dividends.

The

Morningstar

US

Large

Value

TR

Index

measures

the

performance

of

measures

the

performance

of

US

large-cap

stocks

with

relatively

low

prices

given

anticipated

per-share

earnings,

book

value,

cash

flow,

sales

and

dividends.

This

Index

does

not

incorporate

Environmental,

Social,

or

Governance

(ESG)

criteria.

Past

performance

is

no

guarantee

of

future

results.

Risk

Considerations:

Mutual

fund

investing

involves

risk,

including

the

possible

loss

of

principal.

The

Fund

primarily

invests

in

undervalued

securities,

which

may

not

appreciate

in

value

as

anticipated

by

the

Advisor

or

remain

undervalued

for

longer

than

anticipated.

The

Fund

may

invest

in

American

Depositary

Receipts

(ADRs),

which

involves

risks

relating

to

political,

economic

or

regulatory

conditions

in

foreign

countries

and

may

cause

greater

volatility

and

less

liquidity.

The

Fund

may

also

invest

in

convertible

securities

and

preferred

stock,

which

may

be

adversely

affected

as

interest

rates

rise.

BAYWOOD

VALUE

PLUS

FUND

PERFORMANCE

CHART

AND

ANALYSIS

March

31,

2023

4

The

following

chart

reflects

the

change

in

the

value

of

a

hypothetical

$10,000

investment,

including

reinvested

dividends

and

distributions,

in

the

Baywood

Value

Plus

Fund

(the”Fund”)

compared

with

the

performance

of

the

benchmark,

Morningstar

US

Large

Value

TR

Index,

since

inception.

The

Morningstar

US

Large

Value

TR

Index

measures

the

performance

of

large-cap

stocks

with

relatively

low

prices

given

anticipated

per

share

earnings,

book

value,

cash

flow,

sales

and

dividends.

The

total

return

of

the

index

includes

the

reinvestment

of

dividends

and

income.

The

total

return

of

the

Fund

includes

operating

expenses

that

reduce

returns,

while

the

total

return

of

the

index

does

not

include

expenses.

The

Fund

is

professionally

managed,

while

the

index

is

unmanaged

and

is

not

available

for

investment.

Comparison

of

Change

in

Value

of

a

$10,000

Investment

Baywood

Value

Plus

Fund

vs.

Morningstar

US

Large

Value

TR

Index

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

For

the

most

recent

month-end

performance,

please

call

(855)

409-2297.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratio

(gross)

is

5.19%.

However,

the

Fund’s

advisor has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

acquired

fund

fees

and

expenses,

proxy

expenses

and

extraordinary

expenses)

to

0.70%,

through

January

31,

2024

(the

“Expense

Cap”).

The

Expense

Cap

may

be

raised

or

eliminated

only

with

the

consent

of

the

Board

of

Trustees.

The

Advisor

may

be

reimbursed

by

the

Fund

for

fees

waived

and

expenses

reimbursed

by

the

Advisor

pursuant

to

the

Expense

Cap

if

such

payment

is

made

within

three

years

of

the

fee

waiver

or

expense

reimbursement,

and

does

not

cause

the

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

to

exceed

the

lesser

of

(i)

the

then-current

expense

cap,

or

(ii)

the

expense

cap

in

place

at

the

time

the

fees/expenses

were

waived/reimbursed.

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

will

increase

if

exclusions

from

the

Expense

Cap

apply.

During

the

period,

certain

fees

were

waived

and/or

expenses

reimbursed;

otherwise,

returns

would

have

been

lower.

The

performance

table

and

graph

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

Fund

shares.

Returns

greater

than

one

year

are

annualized.

Average

Annual

Total

Returns

Periods

Ended

March

31,

2023

One

Year

Five

Year

Ten

Year

Since

Inception

06/27/08

Baywood

Value

Plus

Fund

-1.37%

7.40%

8.94%

9.04%

Morningstar

US

Large

Value

TR

Index

-0.64%

8.29%

9.48%

7.99%

*

The

Fund’s

Institutional

Shares

performance

for

periods

prior

to

the

commencement

of

operations

(12/2/13)

is

that

of

a

collective

investment

trust

managed

by

the

Fund’s

Advisor

and

portfolio

management

team.

The

Institutional

Shares

of

the

collective

investment

trust

commenced

operations

on

June

27,

2008.

BAYWOOD

VALUE

PLUS

FUND

SCHEDULE

OF

INVESTMENTS

March

31,

2023

5

See

Notes

to

Financial

Statements.

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's instruments

as

of

March

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.

The

Level

2

value

displayed

in

this

table

is

a

Money

Market

Fund.

Refer

to

this

Schedule

of

Investments

for

a

further

breakout

of

each

security

by

industry.

Shares

Security

Description

Value

Common

Stock

-

92.8%

Basic

Materials

-

8.7%

800‌

International

Flavors

&

Fragrances,

Inc.

$

73,568‌

1,700‌

Newmont

Corp.

83,334‌

760‌

Nutrien,

Ltd.

56,126‌

300‌

Packaging

Corp.

of

America

41,649‌

1,300‌

Rio

Tinto

PLC,

ADR

89,180‌

343,857‌

Capital

Goods

/

Industrials

-

4.9%

200‌

Parker-Hannifin

Corp.

67,222‌

1,300‌

Raytheon

Technologies

Corp.

127,309‌

194,531‌

Communication

Services

-

6.1%

5,900‌

AT&T,

Inc.

113,575‌

2,300‌

Comcast

Corp.,

Class A

87,193‌

1,000‌

Verizon

Communications,

Inc.

38,890‌

239,658‌

Consumer

Discretionary

-

7.7%

500‌

Darden

Restaurants,

Inc.

77,580‌

300‌

Genuine

Parts

Co.

50,193‌

2,200‌

Kontoor

Brands,

Inc.

106,458‌

500‌

Lear

Corp.

69,745‌

303,976‌

Consumer

Staples

-

6.7%

800‌

Ingredion,

Inc.

81,384‌

1,110‌

Molson

Coors

Beverage

Co.,

Class B

57,365‌

200‌

PepsiCo.,

Inc.

36,460‌

2,300‌

The

Kraft

Heinz

Co.

88,941‌

264,150‌

Energy

-

9.3%

300‌

Chevron

Corp.

48,948‌

1,300‌

ConocoPhillips

128,973‌

1,800‌

Equinor

ASA,

ADR

51,174‌

3,800‌

Kinder

Morgan,

Inc.

66,538‌

700‌

Phillips

66

70,966‌

366,599‌

Financials

-

18.5%

1,500‌

Air

Lease

Corp.

59,055‌

1,900‌

American

International

Group,

Inc.

95,684‌

1,100‌

Brookfield

Asset

Management,

Ltd.

35,992‌

100‌

Chubb,

Ltd.

19,418‌

1,500‌

Citigroup,

Inc.

70,335‌

300‌

CME

Group,

Inc.

57,456‌

4,700‌

Corebridge

Financial,

Inc.

75,294‌

1,400‌

MetLife,

Inc.

81,116‌

600‌

Northern

Trust

Corp.

52,878‌

1,000‌

Prosperity

Bancshares,

Inc.

61,520‌

3,000‌

Radian

Group,

Inc.

66,300‌

1,400‌

Wells

Fargo

&

Co.

52,332‌

727,380‌

Health

Care

-

12.4%

300‌

AbbVie,

Inc.

47,811‌

200‌

Amgen,

Inc.

48,350‌

500‌

AstraZeneca

PLC,

ADR

34,705‌

1,100‌

Cardinal

Health,

Inc.

83,050‌

5,416‌

Koninklijke

Philips

NV,

ADR

99,384‌

600‌

Medtronic

PLC

48,372‌

1,200‌

Merck

&

Co.,

Inc.

127,668‌

489,340‌

Real

Estate

-

3.8%

1,104‌

Realty

Income

Corp.

REIT

69,905‌

2,400‌

VICI

Properties,

Inc.

REIT

78,288‌

148,193‌

Shares

Security

Description

Value

Technology

-

11.0%

1,100‌

Cisco

Systems,

Inc.

$

57,502‌

1,100‌

Corning,

Inc.

38,808‌

800‌

International

Business

Machines

Corp.

104,872‌

1,300‌

NetApp,

Inc.

83,005‌

500‌

NXP

Semiconductors

NV

93,238‌

300‌

Texas

Instruments,

Inc.

55,803‌

433,228‌

Transportation

-

2.8%

300‌

FedEx

Corp.

68,547‌

200‌

Union

Pacific

Corp.

40,252‌

108,799‌

Utilities

-

0.9%

1,000‌

OGE

Energy

Corp.

37,660‌

Total

Common

Stock

(Cost

$3,031,512)

3,657,371‌

Shares

Security

Description

Value

Money

Market

Fund

-

6.7%

263,876‌

First

American

Government

Obligations

Fund,

Class X,

4.65% 

(a)

(Cost

$263,876)

263,876‌

Investments,

at

value

-

99.5%

(Cost

$3,295,388)

$

3,921,247‌

Other

Assets

&

Liabilities,

Net

-

0.5%

18,542‌

Net

Assets

-

100.0%

$

3,939,789‌

ADR

American

Depositary

Receipt

PLC

Public

Limited

Company

REIT

Real

Estate

Investment

Trust

(a)

Dividend

yield

changes

daily

to

reflect

current

market

conditions.

Rate

was

the

quoted

yield

as

of

March

31,

2023.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

3,657,371‌

Level

2

-

Other

Significant

Observable

Inputs

263,876‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

3,921,247‌

BAYWOOD

VALUE

PLUS

FUND

SCHEDULE

OF

INVESTMENTS

March

31,

2023

6

See

Notes

to

Financial

Statements.

PORTFOLIO

HOLDINGS

%

of

Total

Investments

Basic

Materials

8.8%‌

Capital

Goods

/

Industrials

5.0%‌

Communication

Services

6.1%‌

Consumer

Discretionary

7.8%‌

Consumer

Staples

6.7%‌

Energy

9.3%‌

Financials

18.5%‌

Health

Care

12.5%‌

Real

Estate

3.8%‌

Technology

11.0%‌

Transportation

2.8%‌

Utilities

1.0%‌

Money

Market

Fund

6.7%‌

100.0%‌

BAYWOOD

VALUE

PLUS

FUND

STATEMENT

OF

ASSETS

AND

LIABILITIES

March

31,

2023

7

See

Notes

to

Financial

Statements.

ASSETS

Investments,

at

value

(Cost

$3,295,388)

$

3,921,247‌

Receivables:

Fund

shares

sold

2,988‌

Dividends

12,247‌

From

investment

advisor

9,654‌

Prepaid

expenses

13,190‌

Total

Assets

3,959,326‌

LIABILITIES

Accrued

Liabilities:

Fund

services

fees

5,440‌

Other

expenses

14,097‌

Total

Liabilities

19,537‌

NET

ASSETS

$

3,939,789‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

3,149,205‌

Distributable

Earnings

790,584‌

NET

ASSETS

$

3,939,789‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

205,115‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE

$

19.21‌

BAYWOOD

VALUE

PLUS

FUND

STATEMENT

OF

OPERATIONS

SIX

MONTHS

ENDED

MARCH

31,

2023

8

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$925)

$

69,932‌

Total

Investment

Income

69,932‌

EXPENSES

Investment

advisor

fees

9,438‌

Fund

services

fees

29,952‌

Transfer

agent

fees

9,972‌

Custodian

fees

2,635‌

Registration

fees

11,095‌

Professional

fees

14,833‌

Trustees'

fees

and

expenses

2,372‌

Other

expenses

14,379‌

Total

Expenses

94,676‌

Fees

waived

and

expenses

reimbursed

(81,464‌)

Net

Expenses

13,212‌

NET

INVESTMENT

INCOME

56,720‌

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

on

investments

151,393‌

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

262,433‌

NET

REALIZED

AND

UNREALIZED

GAIN

413,826‌

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

470,546‌

BAYWOOD

VALUE

PLUS

FUND

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

9

See

Notes

to

Financial

Statements.

For

the

Six

Months

Ended

March

31,

2023

For

the

Year

Ended

September

30,

2022

OPERATIONS

Net

investment

income

$

56,720‌

$

98,579‌

Net

realized

gain

151,393‌

68,555‌

Net

change

in

unrealized

appreciation

(depreciation)

262,433‌

(307,103‌)

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

470,546‌

(139,969‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

(128,094‌)

(347,363‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

288,702‌

64,886‌

Reinvestment

of

distributions

128,002‌

344,811‌

Redemption

of

shares

(53,327‌)

(76,973‌)

Increase

in

Net

Assets

from

Capital

Share

Transactions

363,377‌

332,724‌

Increase

(Decrease)

in

Net

Assets

705,829‌

(154,608‌)

NET

ASSETS

Beginning

of

Period

3,233,960‌

3,388,568‌

End

of

Period

$

3,939,789‌

$

3,233,960‌

SHARE

TRANSACTIONS

Sale

of

shares

14,466‌

3,282‌

Reinvestment

of

distributions

6,553‌

18,232‌

Redemption

of

shares

(2,734‌)

(3,832‌)

Increase

in

Shares

18,285‌

17,682‌

BAYWOOD

VALUE

PLUS

FUND

FINANCIAL

HIGHLIGHTS

10

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

period.

For

the

Six

Months

Ended

March

31,

2023

For

the

Years

Ended

September

30,

2022

2021

2020

2019

2018

INSTITUTIONAL

SHARES

NET

ASSET

VALUE,

Beginning

of

Year

$

17.31‌

$

20.03‌

$

14.96‌

$

17.03‌

$

18.63‌

$

17.36‌

INVESTMENT

OPERATIONS

Net

investment

income

(a)

0.29‌

0.55‌

0.45‌

0.39‌

0.44‌

0.38‌

Net

realized

and

unrealized

gain

(loss)

2.27‌

(1.26‌)

5.04‌

(1.86‌)

(0.84‌)

1.76‌

Total

from

Investment

Operations

2.56‌

(0.71‌)

5.49‌

(1.47‌)

(0.40‌)

2.14‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.28‌)

(0.49‌)

(0.42‌)

(0.38‌)

(0.39‌)

(0.35‌)

Net

realized

gain

(0.38‌)

(1.52‌)

–‌

(0.22‌)

(0.81‌)

(0.52‌)

Total

Distributions

to

Shareholders

(0.66‌)

(2.01‌)

(0.42‌)

(0.60‌)

(1.20‌)

(0.87‌)

NET

ASSET

VALUE,

End

of

Year

$

19.21‌

$

17.31‌

$

20.03‌

$

14.96‌

$

17.03‌

$

18.63‌

TOTAL

RETURN

14.76‌%(b)

(4.16‌)%

36.80‌%

(8.77‌)%

(1.55‌)%

12.57‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000s

omitted)

$

3,940‌

$

3,234‌

$

3,389‌

$

2,588‌

$

2,802‌

$

936‌

Ratios

to

Average

Net

Assets:

Net

investment

income

3.00‌%(c)

2.77‌%

2.39‌%

2.51‌%

2.66‌%

2.10‌%

Net

expenses

0.70‌%(c)

0.70‌%

0.70‌%

0.70‌%

0.70‌%

0.70‌%

Gross

expenses

(d)

5.02‌%(c)

5.19‌%

5.66‌%

6.68‌%

8.13‌%

8.83‌%

PORTFOLIO

TURNOVER

RATE

15‌%(b)

48‌%

35‌%

40‌%

49‌%

34‌%

(a)

Calculated

based

on

average

shares

outstanding

during

each

period.

(b)

Not

annualized.

(c)

Annualized.

(d)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

March

31,

2023

11

Dear

Shareholder,

We

are

pleased

to

report

our

economic

and

financial

market

perspectives

and

the

investment

activities

for

the

Baywood

Socially

Responsible

Fund

(the

“Fund”)

for

the

six

months

ended

March

31,

2023.

The

Fund

is

a

mid-to-large

capitalization

value-oriented

portfolio

of

stock

holdings

selected

from

a

universe

of

stocks

created

through

the

application

of

inclusionary

and

exclusionary

social

screens

and

assessments

of

the

ESG

profile

of

each

company.

Among

these

stocks,

we

further

evaluate

and

assess

each

prospective

holding’s

valuation

and

fundamental

business

attraction

to

determine

the

current

portfolio

holdings.

In

selecting

investments,

we

consider

social

criteria

such

as

an

issuer’s

community

relations,

corporate

governance,

employee

diversity,

employee

relations,

environmental

impact

and

sustainability,

human

rights

record

and

product

safety.

Over

the

last

six

months,

the

Fund

earned

a

return

of

over

15%.

After

a

year

in

which

the

market

had

decidedly

turned

down

in

both

magnitude

and

direction,

it

is

no

surprise

to

us

that

the

broad

market

would

rebound

strongly

in

the

other

direction

at

the

turn

of

the

year.

Institutional

rebalancing,

cessation

of

tax-loss

selling

pressure

and

more

of

your

general

buy-the-dip

investors

typically

contribute

to

the

“January-effect”

pattern

we

tend

to

witness

at

the

beginning

of

the

year.

This

year

is

no

different.

The

big

question

we

need

to

ask

ourselves

is

if

we

believe

this

pattern

will

continue.

We

believe

the

stock

market

declines

of

2022

have

been

sufficiently

described—by

ourselves

and

for

many

investors

we

have

had

the

pleasure

to

speak

with—so

we

won’t

belabor

the

particulars

of

the

declines

here.

We

think

it

is

sufficient

to

say

that

the

stocks

and

sectors

that

declined

the

most

in

the

first

three

quarters

of

2022

were

the

same

that

increased

the

most

in

the

period,

financials

aside

(more

on

this

later).

How

much

longer

one

thinks

this

rebound

will

last

likely

depends

on

a

few

underlying

assumptions

about

the

factors

that

drove

the

declines

witnessed

for

most

of

2022.

Most

certainly

rising

price

inflation

and

interest

rates

were

a

driving

factor

for

the

most

recent

correction,

but

why

was

that

the

case?

We

believe

the

answers

can

be

found

by

looking

at

the

prior

extraordinary

valuation

peak

at

the

end

of

the

1990s

for

the

market

as

a

whole

and

the

growth

stock

valuations

in

particular.

Just

as

high

earnings

growth

rates

in

the

late

1990s

were

certain

to

slow

(as

Y2K

spending

came

to

an

end)

and

the

extreme

P/E

ratios

likely

to

fall

in

the

new

century,

so

too

were

the

COVID-pandemic-accelerated

growth

rates

in

2020

and

2021

and

the

return

to

peak

valuations

likely

to

disappoint

as

revenue

growth

rates

finally

slowed.

We

saw

this

coming,

and

we

noted

the

parallel

with

the

three-year-long

stock

market

contraction

starting

in

2000

and

ending

in

late

2002.

Note

that

it

took

more

than

just

one

year

to

see

the

full

correction

in

growth-stock

valuations.

Note

also

with

growth

rates

hindered

by

the

excesses

of

the

1990s,

growth

stocks

continued

to

underperform

for

much

of

the

period

up

through

2006.

What

was

different

in

the

late

1990s

cycle

compared

to

2022?

The

1990’s

productivity

boom

was

defined

by

high

real

GDP

rates,

low

inflation

and

the

lowest

level

of

interest

rates

since

the

Bretton

Woods

system

collapsed

in

the

early

1970s.

The

S&P

500

increased

at

an

average

annual

rate

of

26%

from

1995

to

1999.

Technology

stocks

were

the

leaders

of

the

stock

market

bubble

and

by

the

late

1990s

stock

valuations

were

at

extreme

levels

not

witnessed

in

decades.

Furthermore,

GDP

growth

rates

in

the

1990s

were

mostly

robustly

positive

and

no

major

recession

was

witnessed

after

1991.

Similarly,

in

the

moderate

expansion

of

the

2010s,

GDP

growth

rates

were

mostly

positive

in

this

period

and

inflation

was

relatively

low.

But

in

an

extreme

move,

the

Federal

Reserve

(Fed)

lowered

interest

rates

to

0%

by

2010

for

the

first

time

ever.

Interest

rates

would

stay

this

low

for

most

of

the

period,

with

a

brief

exception

from

December

of

2015

through

2018,

but

they

were

back

down

to

zero

during

the

pandemic.

Not

surprisingly,

technology

stocks

were

the

leaders

again

as

zero

interest

rate

policy,

combined

with

accelerated

revenue

growth,

prompted

similar

risk-taking

behavior

seen

in

the

late

1990s.

Also

similarly,

the

S&P

500

increased

at

an

average

of

18%

from

2016

to

2021.

For

SKBA,

it

was

déjà

vu

all

over

again,

and

our

Socially

Responsible

portfolio

was

prepared

for

it.

Stock

market

cycles

can

be

reinforced

by

two

different

phenomena.

One

is

the

trend

from

active

investing

to

passive

investing

and

the

other

is

index

concentration.

It

is

no

secret

that

active

investing

lost

share

to

passive

investing

over

the

last

decade.

As

more

money

was

placed

in

passive

investing

vehicles,

majority

of

which

follow

a

broad

index

like

the

S&P

500,

the

weights

of

the

top

holdings

needed

to

get

bigger

and

bigger.

The

market

capitalization

schemes

of

the

indices

lend

themselves

naturally

to

bubbles

as

the

more

money

that

flows

into

the

indices,

which

means

as

more

money

is

being

placed

in

the

largest

of

the

holdings,

the

bigger

the

market

caps

of

the

largest

holdings

get.

Fundamentally,

the

higher

the

valuation

for

the

company,

the

lower

the

cost

of

its

capital

is,

which

means

it

can

fund

its

corporate

initiatives

cheaper

than

competitors,

allowing

it

to

grow

faster

than

peers,

earning

an

ever

higher

multiple.

These

are

self-reinforcing

cycles

which

lead

to

the

volatility

of

the

broad

market

and

help

create

market

bubbles.

Yet,

when

the

market

turns,

these

same

factors

that

reinforced

the

indices’

positive

returns

now

act

to

reinforce

negative

returns.

Investors

sell

the

indices,

which

in

turn

sell

the

largest

holdings,

which

in

turn

lowers

the

market

capitalizations

of

the

largest

constituents

over

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

March

31,

2023

12

and

over.

Lower

valuations

lead

to

a

more

level

playing

field

in

terms

of

cost

of

capital,

which

in

turn

reduces

the

competitiveness

of

the

former

high-flying

growth

stocks.

Just

as

the

period

from

2000

to

2006,

when

the

S&P

500

returned

an

average

of

1%

per

year,

we

believe

we

might

be

in

a

similar

position

today.

We

do

not

believe,

due

to

the

high

concentration

of

highly

valued

IT

companies

that

we

are

“one-and-done”

with

the

2022

stock

market

correction,

but

rather

it

will

likely

take

years

for

the

excesses

of

the

last

12

years

to

unwind.

While

history

may

not

repeat

itself,

it

most

certainly

rhymes.

It

is

easy

to

say

that

we—as

value

and

active

investors

which

have

been

on

the

opposite

end

of

the

passive

and

growth

trend

that

have

dominated

the

prior

cycle—have

seen

this

coming

for

a

number

of

years.

As

usual,

the

timing

of

which

is

nearly

impossible

to

predict,

but

the

factors

for

the

bubble

and

the

crash

have

been

in

plain

sight

all

along

and

we

have

been

positioned

accordingly.

While

the

Baywood

Socially

Responsible

Fund

slightly

underperformed

the

Morningstar

Large

Value

Index

in

the

period,

it

performed

admirably

against

the

S&P

500

and

the

Russell

1000

Value

despite

the

fact

that

we

didn’t

own

many

of

the

stocks

responsible

for

the

very

large

“January

effect”.

The

largest

sources

of

relative

contribution

were

from

the

healthcare,

consumer

discretionary

and

financial

sectors.

The

average

stock

in

the

healthcare

sector

for

the

benchmark

were

up

modestly

in

the

period,

after

being

one

of

the

few

sources

of

positive

returns

for

all

of

2022.

Yet

in

the

Socially

Responsible

strategy,

the

health

care

stocks

on

average

were

up

over

18%

in

the

period.

Royal

Philips

and

Regeneron

contributed

the

most

to

returns

in

the

sector,

returning

nearly

20%

in

the

period.

In

the

consumer

discretionary

sector,

Kontoor

Brands

and

Aptiv

both

returned

an

excess

of

40%,

much

greater

than

the

benchmark’s

average

returns.

Both

Kontoor

and

Aptiv

are

long-term

holdings

and

have

been

similarly

affected

by

the

supply

shortages

created

in

the

pandemic.

As

the

shortages

abate

and

investors

once

again

realize

that

strong

underlying

business

models

combined

with

attractive

valuations

can

generate

above-average

returns

we

believe

that

companies

like

these

can

continue

to

aid

returns

over

our

investment

horizon.

In

the

financial

sector,

the

outperformance

can

be

related

as

much

to

what

we

did

own

as

to

what

we

didn’t.

American

Express

and

Air

Lease

both

helped

in

the

period

returning

approximately

12%

and

15%

respectively.

American

Express

allayed

concerns

about

its

credit

quality

when

it

reported

its

earnings

and

outlook

during

the

first

quarter.

After

declining

for

most

of

2022,

investors

were

reminded

again

of

its

unique

business

model

and

higher

credit

profiles

of

its

client

base.

Air

Lease

is

a

pre-eminent

aircraft

lessor;

in

essence,

it

operates

as

a

bank

for

the

global

airline

industry.

Yet

it

takes

no

duration

risk

on

its

balance

sheet.

It

takes

on

debt

once

aircraft

have

been

delivered

and

leased.

It

has

the

newest

and

most

efficient

fleet

of

aircraft

among

its

peers

as

well

as

the

longest

terms

on

its

leases

among

its

peers.

At

a

time

when

many

airlines

are

hard-pressed

to

take

on

additional

debt

in

order

to

directly

purchase

fuel-efficient

aircraft,

it

is

fairly

evident

that

Air

Lease

will

prove

to

be

a

beneficiary.

We

also

believe

that

the

asset

bubbles

created

by

10+

years

of

low

interest

rates

and

inflation

are

not

limited

to

public

equity

markets.

The

bonds

held

by

banks

have

lost

a

significant

portion

of

their

value,

already

creating

problems

in

the

first

quarter

highlighted

by

the

failure

of

SVB,

Signature

Bank,

Credit

Suisse

and

the

bailout

of

First

Republic.

However,

what

is

not

yet

being

discussed

are

the

potential

bubbles

elsewhere,

most

acutely

in

commercial

office

space.

The

loan

values

held

on

the

books

of

these

banks

are

likely

to

be

overstated,

just

as

their

bonds

are.

We’ve

already

seen

what

happens

when

consumers

panic

and

withdraw

deposits

when

it

was

apparent

these

banks

lost

their

client’s

money

on

Treasuries;

we

are

concerned

about

the

potential

losses

stemming

from

their

loan

books

as

well.

Should

there

be

any

more

sparks

to

this

very

dry

box

of

tinder,

we

could

very

well

see

the

unwinding

of

these

asset

bubbles

in

a

much

shorter

time

span

than

we

would

have

predicted.

The

detractors

in

the

period

were

mostly

from

our

holdings

in

energy,

information

technology

and

communication

services.

In

energy,

our

holdings

declined

as

investors

rebalanced

from

such

a

strong

year.

In

both

Communication

Services

and

IT,

the

sectors

rebounded

from

a

year

in

which

the

average

holdings

declined

in

excess

of

20%.

Communication

Services

led

the

benchmark’s

returns

where

the

average

holdings

were

up

over

50%

in

the

period.

Considering

this

was

one

of

the

worst

sectors

for

returns

in

the

prior

9

months,

the

bounce

was

not

surprising.

The

same

can

be

said

for

the

Information

Technology

sector,

which

was

also

one

of

the

top

performing

sectors

for

the

benchmark

in

the

period,

where

the

average

stock

increased

by

over

30%.

The

Baywood

Socially

Responsible

’s

holdings

in

the

IT

sector

increased

“only”

21%,

yet

held

up

much

better

than

the

benchmark

for

the

first

three

quarters

of

2022.

Companies

like

Cisco,

Corning

and

NXP

Semiconductors

returned

33%,

24%

and

28%

respectively,

yet

still

have

attractive

fundamental

and

valuations,

whereas

we

do

not

believe

the

same

can

still

be

said

of

many

of

the

other

benchmark

holdings.

During

the

period

we

added

five

new

companies

to

the

portfolio:

Alphabet

Inc,

Charles

Schwab,

Weyerhaeuser,

Corebridge

and

Warner

Bros.

After

declining

nearly

35%

in

2022,

we

added

Alphabet

Inc.

to

the

portfolio

in

the

first

quarter,

as

it

appears

to

us

to

be

as

inexpensive

as

it

has

in

years.

We

categorize

Alphabet

as

a

“Fallen

Angel”

growth

stock.

After

two

decades

of

rapid

growth

in

its

search

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

March

31,

2023

13

business,

where

it

maintains

a

nearly

90%

share

of

search

ads,

Alphabet,

like

many

of

its

IT

peers

are

cutting

costs

for

the

first

time

in

company

history.

As

previously

mentioned,

with

its

cost

of

capital

very

low

compared

to

its

peers

and

low

overall

from

low

interest

rates,

it

invested

in

every

corner

of

the

market

over

the

last

10+

years.

From

autonomous

driving

(Waymo),

smart

phones,

public

cloud

hosting

and

more,

there

are

a

number

of

ways

Alphabet

and

its

subsidiaries

can

increase

its

earnings

over

the

next

several

years.

We

estimate

that

by

reigning

in

its

costs

in

all

of

these

non-core

businesses

of

about

$15B,

it

could

add

an

incremental

$1

in

EPS.

Charles

Schwab

is

another

opportunistic

investment

created

by

association

from

the

failures

of

the

previously

mentioned

banks.

Yet,

unlike

most

banks

it

has

substantial

liquidity

to

satisfy

depositors

should

clients

continue

to

move

deposits

to

higher

yielding

investments

like

CD’s.

It

should

also

benefit

from

a

higher

level

of

interest

rates

but

without

many

of

the

risks

taken

on

its

balance

sheet

from

loans.

It

is

a

discount

broker

with

significant

earnings

contribution

from

the

brokerage,

wealth

planning

and

investment

management

business.

We

also

initiated

a

position

in

Weyerhaeuser

Company,

a

REIT

that

is

one

of

the

largest

privately

held

timberland

owners

in

the

United

States.

It’s

core

renewable

products:

logs

and

lumber,

are

commodities

that

literally

grow,

even

when

a

recession

puts

a

dent

in

demand.

Trees

are

a

hugely

important

consumer

of

carbon.

In

addition,

longer-term

we

believe

its

“best

use

of

land”

policy

can

enable

it

to

lease

land

to

solar

projects

and

additional

carbon

sequestration

programs.

The

fourth

new

position

was

started

in

Corebridge,

yet

its

business

is

not

new

to

the

strategy.

As

a

recent

IPO,

Corebridge

was

AIG’s

life

insurance

business.

The

Life

Insurance

business,

and

in

particular

Corebridge’s

fixed

annuity

business,

benefit

from

higher

interest

rates

make

that

annuities

more

marketable

and

profitable.

It

is

one

of

the

few

Life

Insurance

companies

that

did

not

sell

off

its

annuity

business

to

private

equity

in

the

era

of

zero

interest

rates

and

is

therefore

one

of

the

few

with

the

financial

capacity

to

grow

with

demand.

We

are

no

strangers

to

Warner

Brothers

Discovery,

a

recent

initiation

to

the

strategy;

we

owned

its

predecessor

a

mere

two

years

ago

and

exited

subsequent

to

a

very

successful

investment.

It

is

a

media

company

in

the

midst

of

a

fundamental

shift

in

its

industry

going

from

massive

spending

in

a

race

for

subscribers

to

retrenchment

with

a

focus

on

profitability.

Warner

Brothers

Discovery

is

borne

of

the

recent

combination

of

Discovery—a

former

holding—and

Warner

Brothers

which

was

valued

by

AT&T

at

what

we

believe

to

be

an

attractive

price.

The

combined

company’s

cash

flow

generation

makes

it

uniquely

undervalued

and

yet

it,

as

the

owner

of

HBO,

has

valuable

content

in

its

library

that

we

believe

the

market

is

failing

to

recognize.

Management

is

intent

on

improving

its

balance

sheet,

the

most

important

metric

we

will

be

tracking

over

the

next

year.

Shares

increased

nearly

60%

in

the

first

quarter

of

2023,

yet

due

to

the

depressed

valuation

we

still

believe

it

maintains

an

attractive

combination

of

valuation

and

fundamental

improvements

over

our

investment

horizon.

In

favor

of

these

new

positions

we

eliminated

our

holdings

in

Chubb,

Atlas

Co.,

TE

Connectivity,

Medtronic

and

Newmont.

Atlas

was

taken

private

in

a

management

led

buyout

which

consummated

in

the

first

quarter.

Chubb,

a

successful

investment

and

an

extremely

well-run

company

is

near

the

top

of

the

range

of

our

preferred

valuation

after

years

of

tailwinds

in

the

overall

property

and

casualty

insurance

industry

that

has

seen

pricing

increase

for

nearly

five

years.

The

next

five

years

aren’t

going

to

have

as

many

tailwinds

and

with

its

valuation

nearly

full,

we

exited

in

favor

of

Charles

Schwab.

TE

connectivity

is

also

a

cyclical

company

that

had

benefitted

from

the

rapid

build-out

of

data

center

bandwidth

to

enable

the

world

to

work-from-home.

Like

Chubb,

its

valuation

is

at

the

high

range

of

what

we

find

acceptable

yet

with

the

expected

declines

in

earning

power

from

decreased

IT

spending,

we

have

found

better

combinations

of

fundamentals

and

valuation

elsewhere.

During

the

period

we

also

added

to

our

positions

in

Royal

Philips

and

NXPI

semiconductors

while

reducing

Comcast

and

BOK

Financial.

As

we

continue

throughout

the

year

we

seek

to

make

adjustments

to

our

portfolio

to

reflect

the

increasing

likelihood

of

an

extended

market

correction.

We

believe

we

are

still

at

the

beginning

of

what

will

be

a

long

unwinding

of

the

asset

bubble

created

by

easy

money

and

low

inflation.

The

Fed

only

started

the

reckoning,

as

it

had

done

so

in

past

cycles,

by

tightening

rates.

The

rest,

we

believe,

will

unfold

over

time.

We

will

be

sure,

as

we

always

are,

to

manage

our

client’s

assets

with

prudence,

care

through

Socially

Responsible

needs

and

desires

in

mind.

____________________________________________________________________________

Current

and

future

portfolio

holdings

are

subject

to

change

and

risk.

Fund

holdings

and

sector

allocations

are

subject

to

change

at

any

time

and

are

not

recommendations

to

buy

or

sell

any

security.

Please

see

the

Schedule

of

Investments

in

this

report

for

a

complete

list

of

Fund

holdings

P/E

ratio

is

the

ratio

for

valuing

a

company

that

measures

its

current

share

price

relative

to

its

per-share

earnings.

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

March

31,

2023

14

The

Morningstar

Category

is

used

to

compare

fund

performance

to

its

peers.

It

is

not

possible

to

invest

directly

into

an

index

or

category.

Past

performance

is

no

guarantee

of

future

results.

Risk

Considerations:

Mutual

fund

investing

involves

risk,

including

the

possible

loss

of

principal.

Socially

responsible

investment

criteria

may

limit

the

number

of

investment

opportunities

available

to

the

Fund

or

it

may

invest

a

larger

portion

of

its

assets

in

certain

sectors

which

could

be

more

sensitive

to

market

conditions,

economic,

regulatory

and

environmental

developments.

These

factors

could

negatively

impact

the

Fund’s

returns.

The

Fund

primarily

invests

in

undervalued

securities,

which

may

not

appreciate

in

value

as

anticipated

by

the

Advisor

or

remain

undervalued

for

longer

than

anticipated.

The

Fund

may

invest

in

American

Depositary

Receipts

(ADRs),

which

involves

risks

relating

to

political,

economic

or

regulatory

conditions

in

foreign

countries

and

may

cause

greater

volatility

and

less

liquidity.

The

Fund

may

also

invest

in

convertible

securities

and

preferred

stock,

which

may

be

adversely

affected

as

interest

rates

rise.

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

PERFORMANCE

CHART

AND

ANALYSIS

March

31,

2023

15

The

following

chart

reflects

the

change

in

the

value

of

a

hypothetical

$10,000

investment,

including

reinvested

dividends

and

distributions,

in

the

Baywood

Socially

Responsible

Fund

(the”Fund”)

compared

with

the

performance

of

the

benchmark,

Morningstar

U.S.

Large

Value

TR

Index,

since

inception.

The

Morningstar

US

Large

Value

TR

Index

measures

the

performance

of

large-cap

stocks

with

relatively

low

prices

given

anticipated

per

share

earnings,

book

value,

cash

flow,

sales

and

dividends.

The

total

return

of

the

index

includes

the

reinvestment

of

dividends

and

income.

The

total

return

of

the

Fund

includes

operating

expenses

that

reduce

returns,

while

the

total

return

of

the

index

does

not

include

expenses.

The

Fund

is

professionally

managed,

while

the

index

is

unmanaged

and

is

not

available

for

investment.

Comparison

of

Change

in

Value

of

a

$10,000

Investment

Baywood

Socially

Responsible

Fund

vs.

Morningstar

US

Large

Value

TR

Index

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

For

the

most

recent

month-end

performance,

please

call

(855)

409-2297.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratio

(gross)

is

3.17%.

However,

the

Fund’s

advisor has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

acquired

fund

fees

and

expenses,

proxy

expenses

and

extraordinary

expenses)

to

0.89%,

through

January

31,

2024

(the

“Expense

Cap”).

The

Expense

Cap

may

be

raised

or

eliminated

only

with

the

consent

of

the

Board

of

Trustees.

The

Advisor

may

be

reimbursed

by

the

Fund

for

fees

waived

and

expenses

reimbursed

by

the

Advisor

pursuant

to

the

Expense

Cap

if

such

payment

is

made

within

three

years

of

the

fee

waiver

or

expense

reimbursement,

and

does

not

cause

the

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

to

exceed

the

lesser

of

(i)

the

then-current

expense

cap,

or

(ii)

the

expense

cap

in

place

at

the

time

the

fees/expenses

were

waived/reimbursed.

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

will

increase

if

exclusions

from

the

Expense

Cap

apply.

During

the

period,

certain

fees

were

waived

and/or

expenses

reimbursed;

otherwise,

returns

would

have

been

lower.

The

performance

table

and

graph

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

Fund

shares.

Returns

greater

than

one

year

are

annualized.

Average

Annual

Total

Returns

Periods

Ended

March

31,

2023

One

Year

Five

Year

Ten

Year

Since

Inception

01/03/05

Baywood

Socially

Responsible

Fund

-1.15%

8.78%

8.25%

6.19%

Morningstar

US

Large

Value

TR

Index

-0.64%

8.29%

9.48%

7.10%

*

Performance

for

Institutional

Shares

for

periods

prior

to

January

8,

2016,

reflects

the

performance

and

expenses

of

City

National

Rochdale

Socially

Responsible

Equity

Fund,

a

series

of

City

National

Rochdale

Funds

(the

“Predecessor

Fund”).

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

SCHEDULE

OF

INVESTMENTS

March

31,

2023

16

See

Notes

to

Financial

Statements.

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's instruments

as

of

March

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.

The

Level

2

value

displayed

in

this

table

is

a

Money

Market

Fund.

Refer

to

this

Schedule

of

Investments

for

a

further

breakout

of

each

security

by

industry.

Shares

Security

Description

Value

Common

Stock

-

95.1%

Basic

Materials

-

4.4%

1,600‌

International

Flavors

&

Fragrances,

Inc.

$

147,136‌

1,300‌

Nutrien,

Ltd.

96,005‌

500‌

Packaging

Corp.

of

America

69,415‌

312,556‌

Capital

Goods

/

Industrials

-

4.8%

450‌

Cummins,

Inc.

107,496‌

5,400‌

nVent

Electric

PLC

231,876‌

339,372‌

Communication

Services

-

8.6%

1,100‌

Alphabet,

Inc.,

Class A 

(a)

114,103‌

6,300‌

AT&T,

Inc.

121,275‌

3,900‌

Comcast

Corp.,

Class A

147,849‌

700‌

The

Walt

Disney

Co. 

(a)

70,091‌

10,300‌

Warner

Bros

Discovery,

Inc. 

(a)

155,530‌

608,848‌

Consumer

Discretionary

-

7.6%

700‌

Aptiv

PLC 

(a)

78,533‌

1,000‌

Genuine

Parts

Co.

167,310‌

6,100‌

Kontoor

Brands,

Inc.

295,179‌

541,022‌

Consumer

Staples

-

5.7%

1,600‌

Mondelez

International,

Inc.,

Class A

111,552‌

500‌

PepsiCo.,

Inc.

91,150‌

5,300‌

The

Kraft

Heinz

Co.

204,951‌

407,653‌

Energy

-

8.7%

2,600‌

Devon

Energy

Corp.

131,586‌

6,200‌

Kinder

Morgan,

Inc.

108,562‌

3,100‌

Schlumberger

NV

152,210‌

135‌

Texas

Pacific

Land

Corp.

229,638‌

621,996‌

Financials

-

20.8%

2,100‌

Air

Lease

Corp.

82,677‌

1,600‌

American

Express

Co.

263,920‌

3,800‌

American

International

Group,

Inc.

191,368‌

2,900‌

Bank

of

America

Corp.

82,940‌

600‌

Berkshire

Hathaway,

Inc.,

Class B 

(a)

185,262‌

1,200‌

BOK

Financial

Corp.

101,292‌

6,983‌

Brookfield

Corp.

227,576‌

1,000‌

CME

Group,

Inc.

191,520‌

5,500‌

Corebridge

Financial,

Inc.

88,110‌

1,300‌

The

Charles

Schwab

Corp.

68,094‌

1,482,759‌

Health

Care

-

18.7%

400‌

Amgen,

Inc.

96,700‌

1,200‌

AstraZeneca

PLC,

ADR

83,292‌

950‌

Becton

Dickinson

&

Co.

235,163‌

1,700‌

Cardinal

Health,

Inc.

128,350‌

10,200‌

Koninklijke

Philips

NV,

ADR

187,170‌

800‌

Laboratory

Corp.

of

America

Holdings

183,536‌

2,000‌

Merck

&

Co.,

Inc.

212,780‌

250‌

Regeneron

Pharmaceuticals,

Inc. 

(a)

205,417‌

1,332,408‌

Real

Estate

-

3.9%

2,634‌

Realty

Income

Corp.

REIT

166,785‌

3,600‌

Weyerhaeuser

Co.

REIT

108,468‌

275,253‌

Technology

-

10.5%

2,300‌

Cisco

Systems,

Inc.

120,232‌

4,100‌

Corning,

Inc.

144,648‌

1,400‌

International

Business

Machines

Corp.

183,526‌

1,500‌

NetApp,

Inc.

95,775‌

Shares

Security

Description

Value

Technology

-

10.5%

(continued)

1,100‌

NXP

Semiconductors

NV

$

205,123‌

749,304‌

Transportation

-

1.4%

500‌

Union

Pacific

Corp.

100,630‌

Total

Common

Stock

(Cost

$5,035,605)

6,771,801‌

Shares

Security

Description

Value

Money

Market

Fund

-

5.0%

354,225‌

First

American

Government

Obligations

Fund,

Class X,

4.65% 

(b)

(Cost

$354,225)

354,225‌

Investments,

at

value

-

100.1%

(Cost

$5,389,830)

$

7,126,026‌

Other

Assets

&

Liabilities,

Net

-

(0.1)%

(8,527‌)

Net

Assets

-

100.0%

$

7,117,499‌

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

March

31,

2023.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

6,771,801‌

Level

2

-

Other

Significant

Observable

Inputs

354,225‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

7,126,026‌

PORTFOLIO

HOLDINGS

%

of

Total

Investments

Basic

Materials

4.4%‌

Capital

Goods

/

Industrials

4.8%‌

Communication

Services

8.5%‌

Consumer

Discretionary

7.6%‌

Consumer

Staples

5.7%‌

Energy

8.7%‌

Financials

20.8%‌

Health

Care

18.7%‌

Real

Estate

3.9%‌

Technology

10.5%‌

Transportation

1.4%‌

Money

Market

Fund

5.0%‌

100.0%‌

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

STATEMENT

OF

ASSETS

AND

LIABILITIES

March

31,

2023

17

See

Notes

to

Financial

Statements.

ASSETS

Investments,

at

value

(Cost

$5,389,830)

$

7,126,026‌

Cash

301‌

Receivables:

Fund

shares

sold

2,458‌

Dividends

10,598‌

From

investment

advisor

6,423‌

Prepaid

expenses

14,366‌

Total

Assets

7,160,172‌

LIABILITIES

Payables:

Investment

securities

purchased

23,910‌

Fund

shares

redeemed

9‌

Accrued

Liabilities:

Fund

services

fees

5,140‌

Other

expenses

13,614‌

Total

Liabilities

42,673‌

NET

ASSETS

$

7,117,499‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

5,151,072‌

Distributable

Earnings

1,966,427‌

NET

ASSETS

$

7,117,499‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

498,252‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE

$

14.28‌

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

STATEMENT

OF

OPERATIONS

SIX

MONTHS

ENDED

MARCH

31,

2023

18

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$761)

$

100,218‌

Total

Investment

Income

100,218‌

EXPENSES

Investment

advisor

fees

25,316‌

Fund

services

fees

32,275‌

Transfer

agent

fees

9,653‌

Custodian

fees

2,550‌

Registration

fees

10,260‌

Professional

fees

14,530‌

Trustees'

fees

and

expenses

2,381‌

Other

expenses

14,785‌

Total

Expenses

111,750‌

Fees

waived

and

expenses

reimbursed

(79,562‌)

Net

Expenses

32,188‌

NET

INVESTMENT

INCOME

68,030‌

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

on

investments

231,273‌

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

688,285‌

NET

REALIZED

AND

UNREALIZED

GAIN

919,558‌

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

987,588‌

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

19

See

Notes

to

Financial

Statements.

For

the

Six

Months

Ended

March

31,

2023

For

the

Year

Ended

September

30,

2022

OPERATIONS

Net

investment

income

$

68,030‌

$

121,419‌

Net

realized

gain

231,273‌

208,499‌

Net

change

in

unrealized

appreciation

(depreciation)

688,285‌

(759,857‌)

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

987,588‌

(429,939‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

(229,213‌)

(305,137‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

184,005‌

1,131,351‌

Reinvestment

of

distributions

224,385‌

302,121‌

Redemption

of

shares

(585,382‌)

(928,599‌)

Increase

(Decrease)

in

Net

Assets

from

Capital

Share

Transactions

(176,992‌)

504,873‌

Increase

(Decrease)

in

Net

Assets

581,383‌

(230,203‌)

NET

ASSETS

Beginning

of

Period

6,536,116‌

6,766,319‌

End

of

Period

$

7,117,499‌

$

6,536,116‌

SHARE

TRANSACTIONS

Sale

of

shares

12,761‌

81,266‌

Reinvestment

of

distributions

15,506‌

21,279‌

Redemption

of

shares

(40,516‌)

(64,619‌)

Increase

(Decrease)

in

Shares

(12,249‌)

37,926‌

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

FINANCIAL

HIGHLIGHTS

20

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

period.

For

the

Six

Months

Ended

March

31,

2023

For

the

Years

Ended

September

30,

2022

2021

2020

2019

2018

INSTITUTIONAL

SHARES

NET

ASSET

VALUE,

Beginning

of

Year

$

12.80‌

$

14.32‌

$

10.18‌

$

11.21‌

$

12.60‌

$

11.43‌

INVESTMENT

OPERATIONS

Net

investment

income

(a)

0.13‌

0.25‌

0.18‌

0.15‌

0.18‌

0.12‌

Net

realized

and

unrealized

gain

(loss)

1.80‌

(1.14‌)

4.19‌

(0.90‌)

(0.53‌)

1.31‌

Total

from

Investment

Operations

1.93‌

(0.89‌)

4.37‌

(0.75‌)

(0.35‌)

1.43‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.13‌)

(0.21‌)

(0.14‌)

(0.15‌)

(0.16‌)

(0.10‌)

Net

realized

gain

(0.32‌)

(0.42‌)

(0.09‌)

(0.13‌)

(0.88‌)

(0.16‌)

Total

Distributions

to

Shareholders

(0.45‌)

(0.63‌)

(0.23‌)

(0.28‌)

(1.04‌)

(0.26‌)

NET

ASSET

VALUE,

End

of

Year

$

14.28‌

$

12.80‌

$

14.32‌

$

10.18‌

$

11.21‌

$

12.60‌

TOTAL

RETURN

15.09‌%(b)

(6.58‌)%

43.10‌%

(6.67‌)%

(1.79‌)%

12.66‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000s

omitted)

$

7,117‌

$

6,536‌

$

6,766‌

$

3,626‌

$

3,824‌

$

1,699‌

Ratios

to

Average

Net

Assets:

Net

investment

income

1.88‌%(c)

1.73‌%

1.31‌%

1.45‌%

1.60‌%

1.01‌%

Net

expenses

0.89‌%(c)

0.89‌%

0.89‌%

0.89‌%

0.89‌%

0.89‌%

Gross

expenses

(d)

3.09‌%(c)

3.17‌%

3.76‌%

5.10‌%

5.78‌%

3.03‌%

PORTFOLIO

TURNOVER

RATE

16‌%(b)

22‌%

15‌%

30‌%

33‌%

31‌%

(a)

Calculated

based

on

average

shares

outstanding

during

each

period.

(b)

Not

annualized.

(c)

Annualized.

(d)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

BAYWOOD

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2023

21

Note

1.

Organization

Baywood

Value

Plus

Fund

and

Baywood

Socially

Responsible

Fund

(individually,

a

“Fund”

and

collectively,

the

“Funds”)

are

diversified

portfolios

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

each

Fund’s

shares

of

beneficial

interest

without

par

value.

The

Baywood

Value

Plus

Fund

commenced

operations

on

December

2,

2013,

through

a

reorganization

of

a

collective

investment

trust

into

the

Baywood

Value

Plus

Fund.

The

collective

investment

trust

was

previously

managed

by

the

Baywood

Value

Plus

Fund’s

Advisor

and

portfolio

management

team.

This

collective

investment

trust

was

organized

and

commenced

operations

on

June

27,

2008.

The

Baywood

Value

Plus

Fund

currently

offers

Institutional

Shares.

The

Baywood

Value

Plus

Fund

seeks

to

achieve

long-term

capital

appreciation

by

investing

in

undervalued

equity

securities.

The

Baywood

Socially

Responsible

Fund

commenced

operations

on

January

3,

2005.

The

Baywood

Socially

Responsible

Fund

currently

offers

Institutional

Shares.

The

Baywood

Socially

Responsible

Fund

seeks

to

provide

long-term

capital

growth.

On

December

7,

2015,

at

a

special

meeting

of

shareholders

of

Baywood

Socially

Responsible

Fund,

formerly

City

National

Rochdale

Socially

Responsible

Equity

Fund,

a

series

of

City

National

Rochdale

Funds

(the

"Predecessor

Fund"),

the

shareholders

approved

a

proposal

to

reorganize

the

Predecessor

Fund

into

the

Baywood

Socially

Responsible

Fund,

a

newly

created

series

of

the

Forum

Funds

II.

The

Predecessor

Fund

was

sub-advised

by

the

Fund's

Advisor,

SKBA

Capital

Management,

LLC,

with

the

same

portfolio

managers

as

the

Baywood

Socially

Responsible

Fund.

The

Baywood

Socially

Responsible

Fund

is

managed

in

a

manner

that

is

in

all

material

respects

equivalent

to

the

management

of

the

Predecessor

Fund,

including

the

investment

objective,

strategies,

guidelines

and

restrictions.

The

primary

purpose

of

the

reorganization

was

to

move

the

Predecessor

Fund

to

a

newly

created

series

of

Forum

Funds

II.

As

a

result

of

the

reorganization,

the

Baywood

Socially

Responsible

Fund

is

now

operating

under

the

supervision

of

the

Trust’s

board

of

trustees.

On

January

8,

2016,

the

Baywood

Socially

Responsible

Fund

acquired

all

of

the

assets,

subject

to

liabilities,

of

the

Predecessor

Fund.

The

shares

of

the

Predecessor

Fund

were,

in

effect,

exchanged

on

a

tax-free

basis

for

Shares

of

the

Baywood

Socially

Responsible

Fund

with

the

same

aggregate

value.

No

commission

or

other

transactional

fees

were

imposed

on

shareholders

in

connection

with

the

tax-free

exchange

of

their

shares.

Note

2.

Summary

of

Significant

Accounting

Policies

The

Funds

are

investment

companies

and

follow

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

each

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.

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

Advisor,

as

defined

in

Note

3,

as

each

Fund’s

valuation

designee

to

perform

any

fair

value

determinations

for

securities

and

other

assets

held

by

each

Fund.

The

Advisor

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

Advisor’s

fair

value

determinations.

The

Advisor

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

Advisor

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

Advisor’s

fair

valuation

procedures

as

a

part

of

each

Fund’s

compliance

program

and

will

review

any

changes

made

to

the

procedures.

The

Advisor

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.

Advisor

inputs

may

include

an

income-based

approach

in

which

the

anticipated

future

cash

flows

of

the

investment

are

discounted

BAYWOOD

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2023

22

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

Advisor

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

each

Fund’s

investments.

These

inputs

are

summarized

in

the

three

broad

levels

listed

below:

Level

1

-

Quoted

prices

in

active

markets

for

identical

assets

and

liabilities.

Level

2

-

Prices

determined

using

significant

other

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

prepayment

speeds,

credit

risk,

etc.).

Short-term

securities

with

maturities

of

sixty

days

or

less

are

valued

at

amortized

cost,

which

approximates

market

value,

and

are

categorized

as

Level

2

in

the

hierarchy.

Municipal

securities,

long-term

U.S.

government

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

each

Fund’s

own

assumptions

in

determining

the

fair

value

of

investments).

The

aggregate

value

by

input

level,

as

of

March

31,

2023,

for

each

Fund’s

investments

is

included

at

the

end

of

each

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.

Foreign

dividend

income

is

recorded

on

the

ex-dividend

date

or

as

soon

as

possible

after

determining

the

existence

of

a

dividend

declaration

after

exercising

reasonable

due

diligence.

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.

Distributions

to

Shareholders

–

Distributions

to

shareholders

of

net

investment

income,

if

any,

are

declared

and

paid

at

least

annually.

Distributions

to

shareholders

of

net

capital

gains,

if

any,

are

declared

and

paid

at

least

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

each

Fund,

timing

differences

and

differing

characterizations

of

distributions

made

by

each

Fund.

Federal

Taxes

–

Each

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

Funds

will

not

be

subject

to

a

federal

excise

tax.

Therefore,

no

federal

income

or

excise

tax

provision

is

required.

Each

Fund

files

a

U.S.

federal

income

and

excise

tax

return

as

required.

Each

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

March

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.

Commitments

and

Contingencies

–

In

the

normal

course

of

business,

each

Fund

enters

into

contracts

that

provide

general

indemnifications

by

each

Fund

to

the

counterparty

to

the

contract.

Each

Fund’s

maximum

exposure

under

these

arrangements

is

dependent

on

future

claims

that

may

be

made

against

each

Fund

and,

therefore,

cannot

be

estimated;

however,

based

on

experience,

the

risk

of

loss

from

BAYWOOD

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2023

23

such

claims

is

considered

remote.

Each

Fund

has

determined

that

none

of

these

arrangements

requires

disclosure

on

each

Fund’s

balance

sheet.

Note

3.

Fees

and

Expenses

Investment

Advisor

–

SKBA

Capital

Management,

LLC

(the

“Advisor”)

is

the

investment

adviser

to

the

Funds.

Pursuant

to

an

investment

advisory

agreement,

the

Advisor

receives

an

advisory

fee,

payable

monthly,

at

an

annual

rate

of

0.50%

and

0.70%

of

the

average

daily

net

assets

of

Baywood

Value

Plus

Fund

and

Baywood

Socially

Responsible

Fund,

respectively.

Distribution

–

Foreside

Fund

Services,

LLC

(the

“Distributor”)

acts

as

the

agent

of

the

Trust

in

connection

with

the

continuous

offering

of

shares

of

the

Funds.

The

Funds

do

not

have

a

distribution

(12b-1)

plan;

accordingly,

the

Distributor

does

not

receive

compensation

from

the

Funds

for

its

distribution

services.

The

Advisor

compensates

the

Distributor

directly

for

its

services.

The

Distributor

is

not

affiliated

with

the

Advisor

or

Atlantic

Fund

Administration,

LLC,

a

wholly

owned

subsidiary

of

Apex

US

Holdings

LLC

(d/b/a

Apex

Fund

Services)

(“Apex”)

or

their

affiliates.

Other

Service

Providers

–

Apex

provides

fund

accounting,

fund

administration,

compliance

and

transfer

agency

services

to

each

Fund.

The

fees

related

to

these

services

are

included

in

Fund

services

fees

within

the

Statements

of

Operations.

Apex

also

provides

certain

shareholder

report

production

and

EDGAR

conversion

and

filing

services.

Pursuant

to

an

Apex

Services

Agreement,

each

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

each

Fund,

as

well

as

certain

additional

compliance

support

functions.

Trustees

and

Officers

–

Through

the

period

ended

December

31,

2022,

the

Trust

paid

each

Independent

Trustee

an

annual

fee

of

$16,000

($21,000

for

the

Chairman)

for

service

to

the

Trust.

Effective

January

1,

2023,

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

each

Fund

is

disclosed

in

the

Statements

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

each

Fund.

Note

4.

Expense

Reimbursement

and

Fees

Waived

The

Advisor

has

contractually

agreed

to

waive

its

fee

and/or

reimburse

certain

expenses

to

limit

total

operating

expenses

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

acquired

fund

fees

and

expenses,

proxy

expenses

and

extraordinary

expenses)

to

0.70%

through

January

31,

2024,

for

Baywood

Value

Plus

Fund.

The

Advisor

also

has

contractually

agreed

to

waive

its

fees

and/or

reimburse

certain

expenses

to

limit

total

operating

expenses

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

acquired

fund

fees

and

expenses,

proxy

expenses

and

extraordinary

expenses)

to

0.89%

through

January

31,

2024,

for

Baywood

Socially

Responsible

Fund.

Other

Fund

service

providers

have

voluntarily

agreed

to

waive

and

reimburse

a

portion

of

their

fees.

These

voluntary

fee

waivers

and

reimbursements

may

be

reduced

or

eliminated

at

any

time.

For

the

period

ended

March

31,

2023,

fees

waived

and

expenses

reimbursed

were

as

follows:

The

Advisor

may

be

reimbursed

by

each

Fund

for

fees

waived

and

expenses

reimbursed

by

the

Advisor

pursuant

to

the

Expense

Cap

if

such

payment

is

made

within

three

years

of

the

fee

waiver

or

expense

reimbursement,

and

does

not

cause

the

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

to

exceed

the

lesser

of

(i)

the

then-current

expense

cap,

or

(ii)

the

expense

cap

in

place

at

the

time

the

fees/expenses

were

waived/reimbursed.

As

of

March

31,

2023,

$421,587

and

$424,360

in

the

Baywood

Value

Plus

Fund

and

Baywood

Socially

Responsible

Fund,

respectively,

is

subject

to

recapture

by

the

Advisor.

Other

Waivers

are

not

eligible

for

recoupment.

Investment

Adviser

Fees

Waived

Investment

Adviser

Expenses

Reimbursed

Other

Waivers

Total

Fees

Waived

and

Expenses

Reimbursed

Baywood

Value

Plus

Fund

$

9,438‌

$

60,912‌

$

11,114‌

$

81,464‌

Baywood

Socially

Responsible

Fund

25,316‌

43,488‌

10,758‌

79,562‌

BAYWOOD

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2023

24

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

March

31,

2023

were

as

follows:

Note

6.

Federal

Income

Tax

As

of

March

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

were

as

follows:

As

of

September

30,

2022,

distributable

earnings

(accumulated

loss)

on

a

tax

basis

were

as

follows:

The

difference

between

components

of

distributable

earnings

on

a

tax

basis

and

the

amounts

reflected

in

the

Statements

of

Assets

and

Liabilities

are

primarily

due

to

wash

sales,

REITS

and

equity

return

of

capital.

Note

7.

Change

in

Independent

Registered

Public

Accounting

Firm

On

March

9,

2023,

BBD

LLP

(“BBD”)

ceased

to

serve

as

the

independent

registered

public

accounting

firm

of

the

Funds,

each

a

series

of

Forum

Funds

II.

The

Audit

Committee

of

the

Board

of

Directors

approved

the

replacement

of

BBD

as

a

result

of

Cohen

&

Company,

Ltd.’s

(“Cohen”)

acquisition

of

BBD’s

investment

management

group.

The

report

of

BBD

on

the

financial

statements

of

the

Funds

as

of

and

for

the

fiscal

years

ended

September

30,

2021

and

September

30,

2022

did

not

contain

an

adverse

opinion

or

a

disclaimer

of

opinion,

and

were

not

qualified

or

modified

as

to

uncertainties,

audit

scope

or

accounting

principles.

During

the

years

ended

September

30,

2021

and

September

30,

2022,

and

during

the

subsequent

interim

period

through

March

9,

2023:

(i)

there

were

no

disagreements

between

the

Trust

and

BBD

on

any

matter

of

accounting

principles

or

practices,

financial

statement

disclosure,

or

auditing

scope

or

procedure,

which

disagreements,

if

not

resolved

to

the

satisfaction

of

BBD,

would

have

caused

it

to

make

reference

to

the

subject

matter

of

the

disagreements

in

its

report

on

the

financial

statements

of

the

Funds

for

such

years

or

interim

period;

and

(ii)

there

were

no

“reportable

events,”

as

defined

in

Item

304(a)(1)(v)

of

Regulation

S-K

under

the

Securities

Exchange

Act

of

1934,

as

amended.

The

Trust

requested

that

BBD

furnish

it

with

a

letter

addressed

to

the

U.S.

Securities

and

Exchange

Commission

stating

that

it

agrees

with

the

above

statements.

A

copy

of

such

letter

is

filed

as

an

exhibit

to

Form

N-CSR.

On

March

17,

2023,

the

Audit

Committee

of

the

Board

of

Directors

also

recommended

and

approved

the

appointment

of

Cohen

as

the

Fund’s

independent

registered

public

accounting

firm

for

the

fiscal

year

ending

September

30,

2023.

During

the

fiscal

years

ended

September

30,

2021

and

September

30,

2022,

and

during

the

subsequent

interim

period

through

March

9,

2023,

neither

the

Trust,

nor

anyone

acting

on

its

behalf,

consulted

with

Cohen

on

behalf

of

the

of

Funds

regarding

the

application

of

accounting

principles

to

a

specified

transaction

(either

completed

or

proposed),

the

type

of

audit

opinion

that

might

be

rendered

on

each

Fund’s

financial

statements,

or

any

matter

that

was

either:

(i)

the

subject

of

a

“disagreement,”

as

defined

in

Item

304(a)(1)(iv)

of

Regulation

S-K

and

the

instructions

thereto;

or

(ii)

"reportable

events,"

as

defined

in

Item

304(a)(1)(v)

of

Regulation

S-K.

Purchases

Sales

Baywood

Value

Plus

Fund

$

728,558‌

$

532,244‌

Baywood

Socially

Responsible

Fund

1,111,806

1,294,029

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

Baywood

Value

Plus

Fund

$

664,696‌

$

(38,837‌)

$

625,859‌

Baywood

Socially

Responsible

Fund

1,785,850‌

(49,654‌)

1,736,196‌

Undistributed

Ordinary

Income

Undistributed

Long-Term

Gain

Unrealized

Appreciation

Total

Baywood

Value

Plus

Fund

$

1,014‌

$

71,347‌

$

375,771‌

$

448,132‌

Baywood

Socially

Responsible

Fund

5,057‌

167,651‌

1,035,344‌

1,208,052‌

BAYWOOD

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2023

25

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

each

Fund

has

had

no

such

events.

Management

has

evaluated

the

need

for

additional

disclosures

and/or

adjustments

resulting

from

subsequent

events.

Based

on

this

evaluation,

no

additional

disclosures

or

adjustments

were

required.

Baywood

Funds

ADDITIONAL

INFORMATION

March

31,

2023

26

Proxy

Voting

Information

A

description

of

the

policies

and

procedures

that

each

Fund

uses

to

determine

how

to

vote

proxies

relating

to

securities

held

in

each

Fund’s

portfolio

is

available,

without

charge

and

upon

request,

by

calling

(855)

409-2297

and

on

the

SEC’s

website

at

www.sec.gov.

Each

Fund’s

proxy

voting

record

for

the

most

recent

twelve-month

period

ended

June

30

is

available,

without

charge

and

upon

request,

by

calling

(855)

409-2297

and

on

the

SEC’s

website

at

www.sec.gov.

Availability

of

Quarterly

Portfolio

Schedules

Each

Fund

files

its

complete

schedule

of

portfolio

holdings

with

the

SEC

for

the

first

and

third

quarters

of

each

fiscal

year

on

Form

N-PORT.

Forms

N-PORT

are

available

free

of

charge

on

the

SEC’s

website

at

www.sec.gov.

Shareholder

Expense

Example

As

a

shareholder

of

the

funds

,

you

incur

ongoing

costs,

including

management

fees,

and

other

Fund

expenses.

This

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

funds

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

October

1,

2022

through

March

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.

Hypothetical

Example

for

Comparison

Purposes

–

The

second

line

of

the

table

below

provides

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

each

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

each

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

each

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.

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.

Beginning

Account

Value

October

1,

2022

Ending

Account

Value

March

31,

2023

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Baywood

Value

Plus

Fund

Actual

$

1,000.00‌

$

1,147.57‌

$

3.75‌

0.70%‌

Hypothetical

(5%

return

before

expenses)

$

1,000.00‌

$

1,021.44‌

$

3.53‌

0.70%‌

Baywood

Socially

Responsible

Fund

Actual

$

1,000.00‌

$

1,150.91‌

$

4.77‌

0.89%‌

Hypothetical

(5%

return

before

expenses)

$

1,000.00‌

$

1,020.49‌

$

4.48‌

0.89%‌

*

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

(182

)

divided

by

365

to

reflect

the

half-year

period.

FOR

MORE

INFORMATION:

P.O.

Box

588

Portland,

ME

04112

(855)

409-2297

(toll

free)

INVESTMENT

ADVISOR

SKBA

Capital

Management,

LLC

601

California

Street,

Suite

1500

San

Francisco,

CA

94108

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

This

report

is

submitted

for

the

general

information

of

the

shareholders

of

the

Funds.

It

is

not

authorized

for

distribution

to

prospective

investors

unless

preceded

or

accompanied

by

an

effective

prospectus,

which

includes

information

regarding

the

Funds’

risks,

objectives,

fees

and

expenses,

experience

of

its

management,

and

other

information.

217-SAR-0323

ITEM 2. CODE OF ETHICS.

Not applicable.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable

ITEM 6. INVESTMENTS.

(a)Included as part of report to shareholders under Item 1.

(b)Not applicable.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END

MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8.  PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Registrant does not accept nominees to the board of trustees from shareholders.

ITEM 11. CONTROLS AND PROCEDURES

(a) The Registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) are effective, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as of a date within 90 days of the filing date of this report.

 (b) There were no changes in the Registrant’s internal control over financial reporting (as defined in

Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

ITEM 13. EXHIBITS.

(a)(1)  Not applicable.

(a)(2) Certifications pursuant to Rule 30a-2(a) of the Act, and Section 302 of the Sarbanes-Oxley Act of 2002.

(a)(3)  Not applicable.

(a)(4) Change in Independent Registered Public Accounting Firm (Exhibit filed herewith)

(b)      Certifications pursuant to Rule 30a-2(b) of the Act, and Section 906 of the Sarbanes-Oxley Act of 2002.

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:	July 7, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:	/s/ Zachary Tackett
	Zachary Tackett, Principal Executive Officer
Date:	July 7, 2023

By:	/s/ Karen Shaw
	Karen Shaw, Principal Financial Officer
Date:	July 7, 2023