As filed with the Securities and Exchange Commission on May 31, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number 811-22842

FORUM FUNDS II

Three Canal Plaza, Suite 600

Portland, Maine 04101

Zachary Tackett, Principal Executive Officer

Three Canal Plaza, Suite 600

Portland, Maine 04101

207-347-2000

Date of fiscal year end: September 30

Date of reporting period: October 1, 2023 – March 31, 2024

ITEM 1. REPORT TO STOCKHOLDERS.

Semi-Annual

Report

March

31,

2024

(Unaudited)

Advised

by:

SKBA

Capital

Management,

LLC

www.baywoodfunds.com

BAYWOOD

VALUE

PLUS

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

March

31,

2024

1

Dear

Shareholders,

For

the

six-months

ending

March

31,

2024,

the

Baywood

Value

Plus

Fund

(the

“Fund”)

increased

slightly

over

18.00%,

besting

some

of

its

value

benchmarks

and

lagging

some

of

the

growth-oriented

benchmarks.

In

August

of

2023,

few

would

have

envisaged

such

lofty

returns

looking

out

six

months,

including

ourselves.

We

neither

expect

nor

count

on

such

high

short-term

returns

but

also

recognize

that

such

a

bounce

is

not

surprising

given

the

meaningful

declines

in

2022.The

last

six

months

have

been

anything

but

tranquil

from

an

investment

standpoint,

however.

Despite

being

active

value

investors,

or

perhaps

because

of

it,

the

market

rally

has

presented

us

with

a

number

of

candidates

for

inclusion

and

purchase.

As

with

so

many

strong

markets

before

it,

this

tide

has

not

lifted

all

boats

and

many

stocks

have

been

left

behind.

In

fact,

many

sectors

have

experienced

significant

bifurcation

of

returns

among

constituents.

An

obvious

example

rests

within

the

Communications

sector.

As

we’ve

mentioned

in

the

past,

companies

like

AT&T

and

Verizon

belong

in

this

grouping.

But

so

do

Alphabet,

Meta,

Comcast,

Disney

and

others.

Needless

to

say,

over

the

last

few

months,

Meta

and

Alphabet

have

garnered

most

of

the

total

returns

within

the

sector

while

many

of

the

others

have

been

forsaken.

The

recent

narrow

bull

market

has

offered

the

fund

attractive

prospects

within

communications,

consumer

discretionary,

consumer

staples,

healthcare,

financials,

aerospace

and

real

estate.

Most

of

the

positions

were

initiated

in

the

Fall

of

2023.

Healthcare

and

pharmaceuticals

provide

another

vivid

example.

Not

so

many

years

ago,

as

the

Covid-19

pandemic

struck

and

shelter

in

place

was

mandated,

one

company

led

the

pack

in

a

race

that

really

wasn’t

fair

to

the

competition.

And

that

company

was

Pfizer,

which,

along

with

Moderna,

introduced

one

of

the

most

successful

vaccines

in

human

history.

Other

companies

tried

to

compete

but

mostly

failed.

The

year

2020

was

not

so

very

long

ago.

Since

then,

however,

Pfizer

has

long

lost

the

crown

to

the

next

big

thing

–

GLP1’s

-

and

companies

like

Novo

Nordisk

and

Eli

Lilly

which

recently

introduced

a

new

class

of

weight-loss

compounds.

Obesity,

an

epidemic

in

its

own

right,

and

its

negative

consequences

such

as

diabetes

and

joint

pain,

will

be

eradicated,

or

so

the

story

goes.

Since

Pfizer

released

its

Covid-19

vaccine

in

2020

its

shares

have

been

among

the

worst

performers

among

all

large

pharmaceuticals.

We

ask

ourselves

whether

in

four

years’

time,

Novo

Nordisk

and

Eli

Lilly

might

not

find

themselves

in

the

same

predicament

Pfizer

finds

itself

in

today.

The

pendulum

often

swings

to

excess

in

both

extremes

and

in

the

case

of

Pfizer

the

pendulum

swing

has

made

us

conclude

that

perhaps

its

prospective

fundamentals

are

not

as

dire

as

the

market

currently

fears.

As

it

relates

to

healthcare,

GLP-1

inhibitors

Wegovy

and

Ozempic

have

clearly

been

responsible

for

a

large

swath

of

underperformance

of

companies

in

the

healthcare

industry.

Those

miracle

discoveries

are

on

their

way

towards

significantly

reducing

diabetes

and

chronic

weight

problems

in

many

parts

of

the

world.

The

natural

yet

over-hyped

consequence

is

that

a

newly

svelte

population

will

reduce

if

not

eliminate

the

need

for

joint

replacements,

additional

cardio-vascular

research,

cholesterol

and

high

blood

pressure

medicines.

As

these

therapies

alter

people’s

eating

habits,

they

will

eliminate

the

desire

for

packaged

foods,

also

cutting

profits

at

restaurants

due

to

smaller

portions

and

lower

alcohol

intake

and

raising

profits

within

the

travel

industry

as

slimmed

down

travelers

result

in

significant

jet-fuel

savings.

The

possibilities

are

endless

and

investors

better

not

stay

on

the

wrong

side

of

this

tidal

wave

of

healthy

populations.

Apparently

the

majority

of

the

healthcare

industry

is

now

in

the

cross-hairs

of

these

miracle

weight-loss

therapies.

Call

us

somewhat

skeptical.

In

fact,

while

this

mania

was

taking

place

(we

aren’t

denying

all

of

the

benefits,

simply

questioning

their

ultimate

overall

and

lasting

impact),

many

healthcare

and

consumer

staples

companies

had

declined

in

value

to

levels

not

seen

in

years

if

not

decades.

Much

has

been

mentioned

of

the

declining

need

for

blood-glucose

monitors

and

cardiac

rhythm

management

equipment,

for

example.

Insulet,

a

supplier

of

such

products

at

some

point

declined

over

50%

on

this

year’s

GLP-1

developments

while

Medtronic

also

declined

meaningfully.

Befitting

our

contrarian

predispositions,

we

have

found

ourselves

interested

in

the

maligned.

Generative

AI

takes

the

cake,

however,

in

being

the

most

revolutionary

profit-maker

since

cooking

books

were

conceived

centuries

ago.

As

with

GLP-1

inhibitors

mentioned

above,

we

do

not

deny

that

Artificial

Intelligence

will

have

a

meaningful

impact

on

businesses

and

be

a

boon

to

purveyors

of

“picks

and

shovels”,

the

crown

of

which

currently

rests

with

Nvidia.

Some

of

us

nevertheless

believe

that

AI

is

more

evolutionary

than

revolutionary.

To

wit,

it

was

not

so

long

ago

that

“big

data”

was

touted

as

being

the

next

revolution

in

data

processing.

Yet

that

is

what

AI

appears

to

be

–

data

processing

on

a

massive

scale.

Just

as

big

data

was

enabled

by

improvements

in

technology,

processing

and

memory

power,

so

too

does

AI

benefit

from

such

improvements.

Processing

power

improvements

which

have

been

incremental

for

decades

have

frequently

taken

step

functions

forward;

AI

seems

to

fall

in

this

category.

Proponents

that

put

AI

on

an

entirely

different

level

to

predecessor

improvements

may

very

well

be

proven

correct.

Yet

we

ask

ourselves

how

Google

has

become

so

good

at

search

and

how

many

years

it

has

taken.

We

ask

ourselves

how

mapping

software

is

able

to

re-route

us

to

less

crowded

thoroughfares

in

near

real-time,

a

feature

that

has

been

years

in

the

making.

Traveling

to

the

not-too-distant

past,

some

of

us

are

reminded

how

in

the

1980s

cars

began

informing

us

with

voice

commands

that

our

lights

were

on

and

that

pressing

a

switch

would

enable

the

car

to

maintain

a

constant

speed.

Before

David

Hasselhoff

became

famous

as

Baywatch’s

lifeguard

in

chief,

he

starred

in

Knight

Rider

with

his

trusty

near-autonomous

driving

and

talking

Pontiac,

KITT.

Elon

Musk

is

surely

taking

inspiration

from

1980’s

television

as

well

as

more

traditional

Sci-fi

literature.

Further

back

still,

does

anybody

remember

the

ENIAC?

As

AI

and

cloud

server

BAYWOOD

VALUE

PLUS

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

March

31,

2024

2

farms’

cooling

requirements

and

energy

demands

increase

significantly,

it

is

useful

to

remember

that

ENIAC

at

its

time

of

invention

also

required

large

amounts

of

cooling

due

to

its

intensive

processing

power.

All

of

these

took

years

in

the

making

and

have

benefitted

from

Moore’s

and

Metcalfe’s

Laws

among

many

other

principles.

More

recently,

we

should

remember

that

autonomous

driving

and

machine

learning

have

been

worked

on

for

years.

Yet

despite

significant

advances,

driverless

cars

took

a

step

back

recently—in

San

Francisco

of

all

places—the

epicenter

of

all

things

autonomous,

robotic

and

AI.

Similarly,

on

the

AI

front,

chat-bots

are

now

suffering

from

what

are

called

“hallucinations”,

providing

misleading

if

not

incorrect

information

provided

by

Gemini,

ChatGPT

and

other

large

language

models.

The

points

here

are

that

transportation

will

inevitably

become

autonomous

and

LLM’s

will

inevitably

be

more

accurate

and

useful

over

time;

we

are

only

scratching

the

surface.

But

it

will

take

longer

than

most

expect

at

the

onset

and

in

the

end,

what

appears

new

may

not

in

fact

be

so

and

what

appears

revolutionary

may

merely

be

evolutionary.

AI’s

potential

notwithstanding,

when

mundane

finance

and

automotive

replacement

parts

companies,

as

examples,

begin

touting

the

beneficial

impact

on

profit

margins,

we

take

pause.

Our

belief

is

that

for

the

majority

of

companies,

enabling

AI

will

become

a

cost

burden

before

becoming

a

profit

driver,

if

it

ever

does;

AI

may

simply

be

the

price

of

admission.

However,

if

AI’s

virtues

prove

to

be

understated,

it

will

potentially

widen

the

profit

gap

between

large

and

small.

The

counter-argument

being

that

it

could

level

the

playing

field.

In

terms

of

widespread

implementation,

Value

Plus

will

attempt

to

separate

the

digital

wheat

from

the

artificial

chaff.

It

turns

out

the

everything

rally

driven

by

such

mega-trends

actually

ignored

many

things.

As

we

closed

out

the

year,

we

took

advantage

of

what

appeared

to

be

excessive

pessimism

in

many

of

these

corporate

orphans

which

were

deprived

of

investor

interest.

In

the

final

quarter

of

the

year,

we

initiated

four

positions

and

eliminated

five.

The

additions

were

in

sectors

as

varied

as

consumer

staples,

healthcare,

consumer

discretionary

and

industrials,

the

first

two

falling

in

the

“defensive”

basket

with

the

latter

two

being

more

economically

sensitive.

None

of

the

additions

to

the

portfolio

will

be

dependent

on

AI

in

order

to

improve

their

profits

going

forward.

We

have

not

been

attracted

to

what

have

been

called

“bond

proxies”

for

years.

Why

settle

for

proxies

when

one

can

purchase

the

real

thing?

In

addition,

the

correlation

of

returns

between

those

assets

has

proven

to

be

elevated

and

detrimental

to

portfolio

wealth

as

central

banks’

inevitable

end

to

negative

rate

policy

took

hold

over

the

last

two

years.

We

have

been

outspoken

regarding

our

aversion

to

such

proxies

yet

as

we

close

the

year

a

number

of

dynamics

have

changed,

thereby

altering

our

viewpoint.

Companies

that

had

not

until

recently

taken

up

much

of

our

time

and

energies

are

increasingly

being

discussed.

REITs,

one

of

the

weakest

sectors

in

2023

and

so

far

this

year,

are

prompting

interest

from

our

team,

as

are

select

utilities

and

consumer-related

companies.

As

mentioned,

considering

all

the

things

left

behind

in

the

recent

everything

rally,

our

opportunity

set

recently

increased,

not

narrowed.

The

best

indication

of

this

phenomenon

can

be

found

in

the

company

turnover

experienced

at

the

end

of

last

year.

Of

the

four

companies

added,

Hasbro

and

Kenvue

make

their

first

appearance

in

the

portfolio

while

Pfizer

and

L3Harris

we

consider

repeats.

We

find

tremendous

benefits

to

recycling

our

holdings

as

our

historical

context

expands

with

each

ownership

experience.

Returning

to

the

pendulum

analogy,

we

have

not

owned

Pfizer

in

many

years

and

it

is

worthwhile

to

remember

that

prior

to

its

status

as

an

industry

pariah,

it

had

been

the

largest

pharmaceutical

company

in

the

world;

those

at

the

top

of

the

mountain

inevitably

come

back

down.

L3Harris

is

somewhat

different

than

under

its

prior

incarnation.

We

purchased

Harris

Corp.

years

ago

which,

after

a

number

of

successful

acquisitions,

merged

with

L3.

The

combined

company

then

succumbed

to

a

number

of

self-inflicted

missteps.

At

this

point,

however,

sufficient

time

and

improvements

have

taken

place

and

we

believe

that

operations

and

margins

will

improve

with

cash

flows

once

again

flowing

back

to

shareholders.

Under

a

geopolitical

environment

in

which

security

will

inevitably

rise

in

importance,

companies

like

L3Harris

are

likely

to

benefit.

To

suggest

that

Kenvue

is

a

first

time

position

in

Value

Plus

would

only

be

partly

correct.

Kenvue

comprises

the

recent

consumer

health

division

that

until

recently

was

part

of

Johnson

&

Johnson,

a

company

which,

like

Pfizer,

we

have

owned,

albeit

not

for

many

years.

We

thoroughly

enjoy

situations

of

neglect

as

far

as

investments

are

concerned

and

Kenvue

epitomizes

this

investor

inattention,

enabling

us

to

purchase

an

incredibly

valuable

and

cash

generative

set

of

assets

at

an

attractive

valuation.

Healthcare

Realty

Trust

was

the

lone

addition

to

the

portfolio

during

the

first

quarter

of

this

year

and

true

to

form,

our

sin

of

being

early

has

once

again

been

put

on

display.

The

question

we

are

asking

ourselves,

however,

is

whether

this

company’s

fundamentals

are

deteriorating.

We

do

not

think

they

are.

In

fact,

time

is

to

the

company’s

benefit

as

it

completes

asset

sales

and

improves

its

balance

sheet.

We

believe

Healthcare

Realty’s

fundamentals

a

year

from

now

are

likely

to

be

better

than

they

are

currently.

In

addition,

the

company

falls

within

the

REIT

classification

which

was

the

worst

sector

during

the

first

quarter.

Since

Healthcare

Realty

is

also

in

fix-it

mode

following

its

recent

acquisition,

it

is

no

surprise

that

shares

languished.

We

believe

the

possibility

of

a

dividend

cut

exists

whereby

the

company

could

potentially

reduce

its

payout

by

25%

or

so.

We

would

view

this

as

an

additional

positive.

In

summary,

should

shares

continue

to

languish,

we

are

likely

to

add

to

our

position.

BAYWOOD

VALUE

PLUS

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

March

31,

2024

3

We

are

very

pleased

with

the

Baywood

Value

Plus

fund’s

returns

achieved

over

the

last

six

months,

over

the

last

two

years

cumulatively

but

most

importantly

over

complete

market

cycles.

Our

expectation

is

that

returns

will

moderate

over

the

forthcoming

years

to

come.

The

dictum

that

“the

market

climbs

a

wall

of

worry”

applies

in

the

short-term

but

the

combination

of

fundamental

and

valuation

improvements

tends

to

win

over

time.

Current

valuations

in

general

are

not

particularly

attractive

while

many

rising

economic

and

geopolitical

concerns

are

being

unduly

downplayed.

Meanwhile,

the

everything

rally

has

been

anything

but.

As

a

result,

it

has

continued

to

provide

us

with

opportunities

for

investment

in

a

number

of

out-of-favor

companies.

The

combination

of

desirable

income

generation,

low

expectations

and

fundamental

improvements

should

continue

to

mitigate

risk

as

well

as

capital

appreciation

potential

over

our

investment

time

horizon.

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,

2024

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

4.75%.

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,

2025

(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

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,

2024

One

Year

Five

Year

Ten

Year

Since

Inception

06/27/08

Baywood

Value

Plus

Fund

20.37%

11.42%

8.95%

9.72%

Morningstar

US

Large

Value

TR

Index

20.90%

10.93%

9.68%

8.76%

*

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,

2024

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,

2024. 

The

inputs

or

methodology

used

for

valuing

securities

are

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

For

more

information

on

valuation

inputs,

and

their

aggregation

into

the

levels

used

in

the

table

below,

please

refer

to

the

Security

Valuation

section

in

Note

2

of

the

accompanying

Notes

to

Financial

Statements.

The

Level

1

value

displayed

in

this

table

is

Common

Stock

and

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

-

95.6%

Basic

Materials

-

2.4%

400‌

Packaging

Corp.

of

America

$

75,912‌

600‌

Rio

Tinto

PLC,

ADR

38,244‌

114,156‌

Capital

Goods

/

Industrials

-

7.0%

300‌

L3Harris

Technologies,

Inc.

63,930‌

160‌

Parker-Hannifin

Corp.

88,927‌

1,800‌

RTX

Corp.

175,554‌

328,411‌

Communication

Services

-

5.3%

7,600‌

AT&T,

Inc.

133,760‌

2,300‌

Comcast

Corp.,

Class A

99,705‌

300‌

Verizon

Communications,

Inc.

12,588‌

246,053‌

Consumer

Discretionary

-

10.7%

700‌

Darden

Restaurants,

Inc.

117,005‌

400‌

Genuine

Parts

Co.

61,972‌

800‌

Hasbro,

Inc.

45,216‌

2,300‌

Kontoor

Brands,

Inc.

138,575‌

600‌

Lear

Corp.

86,928‌

200‌

Lowe's

Cos.,

Inc.

50,946‌

500,642‌

Consumer

Staples

-

9.6%

1,000‌

Ingredion,

Inc.

116,850‌

3,200‌

Kenvue,

Inc.

68,672‌

1,110‌

Molson

Coors

Beverage

Co.,

Class B

74,648‌

300‌

PepsiCo.,

Inc.

52,503‌

400‌

Target

Corp.

70,884‌

1,700‌

The

Kraft

Heinz

Co.

62,730‌

446,287‌

Energy

-

9.7%

300‌

Chevron

Corp.

47,322‌

1,100‌

ConocoPhillips

140,008‌

1,400‌

Equinor

ASA,

ADR

37,842‌

6,200‌

Kinder

Morgan,

Inc.

113,708‌

700‌

Phillips

66

114,338‌

453,218‌

Financials

-

18.8%

1,500‌

Air

Lease

Corp.

77,160‌

1,100‌

American

International

Group,

Inc.

85,987‌

1,100‌

Brookfield

Asset

Management,

Ltd.

46,222‌

1,200‌

Citigroup,

Inc.

75,888‌

500‌

CME

Group,

Inc.

107,645‌

4,900‌

Corebridge

Financial,

Inc.

140,777‌

1,200‌

MetLife,

Inc.

88,932‌

3,000‌

Radian

Group,

Inc.

100,410‌

1,000‌

The

Charles

Schwab

Corp.

72,340‌

1,400‌

Wells

Fargo

&

Co.

81,144‌

876,505‌

Health

Care

-

12.8%

140‌

Amgen,

Inc.

39,805‌

700‌

Cardinal

Health,

Inc.

78,330‌

5,257‌

Koninklijke

Philips

NV,

ADR 

(a)

105,140‌

1,550‌

Medtronic

PLC

135,082‌

1,300‌

Merck

&

Co.,

Inc.

171,535‌

2,400‌

Pfizer,

Inc.

66,600‌

596,492‌

Real

Estate

-

5.4%

3,100‌

Healthcare

Realty

Trust,

Inc.

REIT

43,865‌

1,104‌

Realty

Income

Corp.

REIT

59,726‌

2,600‌

VICI

Properties,

Inc.

REIT

77,454‌

2,000‌

Weyerhaeuser

Co.

REIT

71,820‌

252,865‌

Shares

Security

Description

Value

Technology

-

9.4%

1,200‌

Cisco

Systems,

Inc.

$

59,892‌

650‌

International

Business

Machines

Corp.

124,124‌

1,000‌

NetApp,

Inc.

104,970‌

400‌

NXP

Semiconductors

NV

99,108‌

300‌

Texas

Instruments,

Inc.

52,263‌

440,357‌

Transportation

-

2.6%

250‌

FedEx

Corp.

72,435‌

200‌

Union

Pacific

Corp.

49,186‌

121,621‌

Utilities

-

1.9%

1,200‌

Pinnacle

West

Capital

Corp.

89,676‌

Total

Common

Stock

(Cost

$3,253,236)

4,466,283‌

Shares

Security

Description

Value

Money

Market

Fund

-

3.9%

182,485‌

First

American

Government

Obligations

Fund,

Class X,

5.24% 

(b)

(Cost

$182,485)

182,485‌

Investments,

at

value

-

99.5%

(Cost

$3,435,721)

$

4,648,768‌

Other

Assets

&

Liabilities,

Net

-

0.5%

23,358‌

Net

Assets

-

100.0%

$

4,672,126‌

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,

2024.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

4,648,768‌

Level

2

-

Other

Significant

Observable

Inputs

–‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

4,648,768‌

BAYWOOD

VALUE

PLUS

FUND

SCHEDULE

OF

INVESTMENTS

March

31,

2024

6

See

Notes

to

Financial

Statements.

PORTFOLIO

HOLDINGS

%

of

Total

Investments

Basic

Materials

2.5%‌

Capital

Goods

/

Industrials

7.1%‌

Communication

Services

5.3%‌

Consumer

Discretionary

10.8%‌

Consumer

Staples

9.6%‌

Energy

9.7%‌

Financials

18.9%‌

Health

Care

12.8%‌

Real

Estate

5.4%‌

Technology

9.5%‌

Transportation

2.6%‌

Utilities

1.9%‌

Money

Market

Fund

3.9%‌

100.0%‌

BAYWOOD

VALUE

PLUS

FUND

STATEMENT

OF

ASSETS

AND

LIABILITIES

March

31,

2024

7

See

Notes

to

Financial

Statements.

ASSETS

Investments,

at

value

(Cost

$3,435,721)

$

4,648,768‌

Cash

355‌

Receivables:

Dividends

11,248‌

From

investment

advisor

11,629‌

Trustees'

fees

and

expenses

72‌

Prepaid

expenses

15,030‌

Total

Assets

4,687,102‌

LIABILITIES

Accrued

Liabilities:

Fund

services

fees

5,495‌

Other

expenses

9,481‌

Total

Liabilities

14,976‌

NET

ASSETS

$

4,672,126‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

3,330,268‌

Distributable

Earnings

1,341,858‌

NET

ASSETS

$

4,672,126‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

214,215‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE

$

21.81‌

BAYWOOD

VALUE

PLUS

FUND

STATEMENT

OF

OPERATIONS

SIX

MONTHS

ENDED

MARCH

31,

2024

8

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$878)

$

79,314‌

Total

Investment

Income

79,314‌

EXPENSES

Investment

advisor

fees

10,548‌

Fund

services

fees

30,073‌

Transfer

agent

fees

9,940‌

Custodian

fees

2,629‌

Registration

fees

11,180‌

Professional

fees

14,664‌

Trustees'

fees

and

expenses

3,543‌

Other

expenses

16,389‌

Total

Expenses

98,966‌

Fees

waived

and

expenses

reimbursed

(84,200‌)

Net

Expenses

14,766‌

NET

INVESTMENT

INCOME

64,548‌

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

on

investments

110,050‌

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

573,927‌

NET

REALIZED

AND

UNREALIZED

GAIN

683,977‌

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

748,525‌

BAYWOOD

VALUE

PLUS

FUND

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

9

See

Notes

to

Financial

Statements.

For

the

Six

Months

Ended

March

31,

2024

For

the

Year

Ended

September

30,

2023

OPERATIONS

Net

investment

income

$

64,548‌

$

120,020‌

Net

realized

gain

110,050‌

120,610‌

Net

change

in

unrealized

appreciation

(depreciation)

573,927‌

275,694‌

Increase

in

Net

Assets

Resulting

from

Operations

748,525‌

516,324‌

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

(179,580‌)

(191,543‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

76,060‌

334,388‌

Reinvestment

of

distributions

179,064‌

191,229‌

Redemption

of

shares

(71,494‌)

(164,807‌)

Increase

in

Net

Assets

from

Capital

Share

Transactions

183,630‌

360,810‌

Increase

in

Net

Assets

752,575‌

685,591‌

NET

ASSETS

Beginning

of

Period

3,919,551‌

3,233,960‌

End

of

Period

$

4,672,126‌

$

3,919,551‌

SHARE

TRANSACTIONS

Sale

of

shares

3,734‌

16,809‌

Reinvestment

of

distributions

8,889‌

9,826‌

Redemption

of

shares

(3,504‌)

(8,369‌)

Increase

in

Shares

9,119‌

18,266‌

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,

2024

For

the

Years

Ended

September

30,

2023

2022

2021

2020

2019

INSTITUTIONAL

SHARES

NET

ASSET

VALUE,

Beginning

of

Period

$

19.11‌

$

17.31‌

$

20.03‌

$

14.96‌

$

17.03‌

$

18.63‌

INVESTMENT

OPERATIONS

Net

investment

income

(a)

0.31‌

0.60‌

0.55‌

0.45‌

0.39‌

0.44‌

Net

realized

and

unrealized

gain

(loss)

3.25‌

2.17‌

(1.26‌)

5.04‌

(1.86‌)

(0.84‌)

Total

from

Investment

Operations

3.56‌

2.77‌

(0.71‌)

5.49‌

(1.47‌)

(0.40‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.27‌)

(0.59‌)

(0.49‌)

(0.42‌)

(0.38‌)

(0.39‌)

Net

realized

gain

(0.59‌)

(0.38‌)

(1.52‌)

–‌

(0.22‌)

(0.81‌)

Total

Distributions

to

Shareholders

(0.86‌)

(0.97‌)

(2.01‌)

(0.42‌)

(0.60‌)

(1.20‌)

NET

ASSET

VALUE,

End

of

Period

$

21.81‌

$

19.11‌

$

17.31‌

$

20.03‌

$

14.96‌

$

17.03‌

TOTAL

RETURN

19.08‌%(b)

16.00‌%

(4.16‌)%

36.80‌%

(8.77‌)%

(1.55‌)%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

4,672‌

$

3,920‌

$

3,234‌

$

3,389‌

$

2,588‌

$

2,802‌

Ratios

to

Average

Net

Assets:

Net

investment

income

3.06‌%(c)

3.08‌%

2.77‌%

2.39‌%

2.51‌%

2.66‌%

Net

expenses

0.70‌%(c)

0.70‌%

0.70‌%

0.70‌%

0.70‌%

0.70‌%

Gross

expenses

(d)

4.68‌%(c)

4.75‌%

5.19‌%

5.66‌%

6.68‌%

8.13‌%

PORTFOLIO

TURNOVER

RATE

14‌%(b)

28‌%

48‌%

35‌%

40‌%

49‌%

(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,

2024

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,

2024.

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

social

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.

After

two

straight

quarters

of

strong

market

returns

and

slowing

yet

still

positive

economic

growth,

a

market

correction

would

not

surprise

us.

When

it

actually

occurs

is

anyone’s

guess,

yet

we

continue

to

believe

that

it

is

prudent

to

have

conviction

in

the

stocks

that

constitute

investors’

portfolios.

We

also

believe

that

stocks

with

high

valuations,

of

which

there

are

many,

are

the

most

at

risk.

Many

of

the

famous

high-fliers

have

already

begun

to

show

a

few

cracks.

In

addition,

companies

with

high

levels

of

debt

will

be

challenged

in

the

years

to

come

as

refinancing

will

either

eat

away

at

any

competitive

advantage

or

in

some

cases,

cause

default.

When

interest

rates

were

near

zero,

companies

were

not

only

forgiven

for

taking

on

excessive

debt,

but

many

were

actually

rewarded

for

doing

so.

In

some

cases,

companies

with

disciplined

capital

allocation

priorities

pursued

business

combinations

that

increased

enterprise

value,

yet

in

many

other

cases

the

lack

of

discipline

and

low

cost

of

debt

led

to

less

promising

capital

allocation

decisions.

How

many

companies

took

on

debt

to

buy

back

stock

at

extraordinary

valuations?

Or

bought

companies

with

inferior

business

models

in

an

attempt

to

hit

corporate

EPS

targets?

Too

many.

Going

forward,

the

advantage

should

lie

in

the

ability

of

managers

to

discriminate,

and

actively

managed

portfolios

should

have

the

potential

to

provide

excess

and

less

correlated

returns

over

benchmarks.

Another

reason

we

believe

active

management

will

be

in

favor

going

forward

relates

to

opportunity.

Opportunity

in

the

form

of

stock

selection

due

to

the

markets

near

singular

focus

on

the

stocks

that

have

driven

the

indices

to

this

point.

The

more

attention

that

such

a

narrow

set

of

stocks

receives,

the

more

the

remainder

of

stocks

fall

out

of

favor.

The

more

out

of

favor

stocks

are,

the

more

opportunities

we,

as

active

value

managers,

get

to

own

good

companies

at

fair

prices.

The

broadening

of

the

market

in

the

first

quarter

of

2024

is

indicative

of

this.

That

the

Socially

Responsible

fund

outperformed

in

the

period,

is

once

again

testament

to

the

opportunity

set

and

our

conviction

to

purchase

stocks

so

clearly

out-of-favor

by

the

market

and

is

evidenced

by

the

fact

that

the

majority

of

the

relative

return

advantage

resulted

from

stock

selection.

Stock

selection

in

the

consumer

discretionary,

healthcare

and

financial

sectors

in

particular

drove

returns.

In

the

healthcare

sector,

Cardinal

Health,

Merck

and

Fortrea

drove

the

fund’s

advantage

by

returning

roughly

30%,

30%

and

40%,

respectively,

over

the

last

six

months.

In

the

industrial

sector,

nVent

returned

roughly

43%

in

the

period

while

also

representing

one

of

the

largest

weights

in

the

fund.

In

consumer

discretionary,

Kontoor

Brands,

another

top

holding,

also

returned

near

40%

in

the

period.

We’ve

often

discussed

the

virtues

of

this

well-run

and

low-capital

intensive

company

with

very

stable

end-markets.

Suffice

to

say

it

is

a

top

holding

for

good

reasons,

that

it

lies

firmly

at

the

intersection

of

the

attributes

we

need

to

see

in

our

top

holdings:

both

valuation

and

fundamental

attraction.

We

continue

to

be

attracted

to

each

of

these

holdings.

Within

financials,

American

Express,

W.R.

Berkley

and

Corebridge

each

increased

over

40%

in

the

period,

well

above

the

benchmark

sector

returns

of

30%.

W.R.

Berkley

and

Corebridge

are

relatively

new

positions,

initiated

during

the

financial

sector

declines

in

early

2023

due

to

the

bank

failures

that

occurred.

W.R.

Berkley

was

trading

at

a

discount

relative

to

what

it

normally

trades

at,

which

is

rare

for

this

well

run,

disciplined

property

and

casualty

insurer

and

we

jumped

on

the

opportunity

to

build

a

position

when

most

were

running

for

the

exit.

Corebridge

was

an

IPO

from

AIG,

which

declined

much

more

than

the

market

as

AIG

was

selling

shares

into

a

weak

market.

The

discount

and

therefore

opportunity

this

created

was

substantial

and

we

added

to

our

position

on

declines.

We

have

since

been

rewarded

by

nearly

a

50%

increase

in

the

price

of

both

companies

and

remain

comfortable

with

our

positions

for

the

foreseeable

future.

Sector

allocation

partially

offset

the

strong

stock

selection.

In

such

a

strong

overall

market,

having

even

a

small

allocation

to

cash

held

back

relative

returns

the

most. 

While

in

communications,

Warner

Brothers

Discovery

detracted

most

from

returns.

The

streaming

wars

continue

the

unprofitable

battle

to

offer

content

on

disparate

platforms,

regardless

of

the

underlying

value

of

the

content.

Furthermore,

the

amount

of

debt

in

the

industry

is

wreaking

havoc

on

interest

expense,

balance

sheets

and

stock

prices,

forcing

some

companies

to

slash

dividends

and

focus

on

cutting

costs,

which

will

likely

further

weaken

their

competitive

positioning.

Despite

its

efforts

to

cut

debt

levels

while

maintaining

content,

Warner

Brothers

Discovery

seems

to

be

caught

in

this

trap,

and

we

eliminated

the

position

during

the

period.

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

March

31,

2024

12

At

the

same

time,

we

recognize

not

all

companies

are

treated

equally

by

the

market.

We

believe

that

much

of

this

is

already

priced

in

and

in

some

cases

such

as

these,

too

much

so.

Furthermore,

cutting

costs,

even

for

a

short

while

should

free

up

great

sums

of

cash

that

these

companies

can

use

to

pay

down

debt.

As

we

eliminated

the

position

in

Warner

Brothers

we

purchased

Paramount

Global

in

its

place.

While

the

market

hasn’t

placed

much

value

on

the

content

behind

Paramount’s

streaming

push,

we

recognize

interest

on

the

part

of

outside

investors

to

find

ways

to

monetize

the

content.

Perhaps

pushing

for

a

unified

streaming

platform

would

stem

cash

outlays

thus

enabling

quicker

and

more

permanent

cost-cutting

without

affecting

its

competitive

positioning.

Given

the

fact

that

Paramount

already

cut

its

dividend

and

the

public

interest

in

the

company’s

assets,

the

advantage

seems

to

be

tilting

in

its

favor

versus

its

competitors.

After

a

two-year

period

of

generally

negative

returns,

we

believe

many

consumer

staples

companies

are

approaching

the

“overdone”

levels

of

sell-off

we

like

to

see

before

our

interests

are

piqued.

As

such,

we

initiated

a

position

in

Kenvue

earlier

this

year.

Kenvue

is

a

recent

spin-off

from

Johnson

&

Johnson

which

owns

many

of

the

branded

over-the-counter

healthcare

products

you’ll

see

on

the

aisles

of

your

pharmacy.

Brands

like

Band-Aid,

Neutrogena,

Listerine,

Tylenol

and

more

have

decades

of

built-up

brand

equity

and

are

selling

at

a

substantial

discount

(to

what?)

due,

in

part,

to

the

hurried

nature

of

the

spin-off

and

the

overall

consumer

staple

overhang

as

previously

described.

While

we

wouldn’t

yet

call

it

a

victory,

our

timing

of

the

initiation

in

the

period

added

to

returns

as

it

increased

nearly

14%,

surpassing

the

benchmark’s

consumer

staples

returns.

Given

the

strong

returns

witnessed

in

the

market

last

year

and

our

view

that

they

are

unlikely

to

continue,

we

believe

that

adding

to

stocks

with

defensive

attributes

and

at

a

discount

to

peers

is

prudent.

Additionally,

during

the

period

we

eliminated

positions

in

Kraft

Heinz,

Bank

of

America,

Amgen

and

Nutrien,

initiated

positions

in

Interactive

Brokers

Group

and

Graphic

Packaging

and

increased

our

holdings

in

Kinder

Morgan,

Medtronic

and

Healthcare

Realty

Trust.

Bank

of

America,

Amgen

and

Nutrien

were

all

long-term

successful

holdings

that

had

been

slowly

reduced

over

time

and

eliminated

in

the

period.

The

two

new

positions

in

the

period,

besides

those

already

mentioned

are

Graphic

Packing

and

Interactive

Brokers

Group.

Graphic

Packaging

is

a

leading

manufacturer

of

fiber-based

food

service,

beverage

and

consumer

packaging

and

is

leading

the

trend

away

from

plastic

and

Styrofoam

consumer

packaging.

Having

already

supplanted

‘Cup-O-Noodles’

Styrofoam

packaging

and

becoming

more

widely

adopted

in

fast

food

applications

like

those

of

Chick-fil-A,

GPK

is

well

on

its

way

to

becoming

a

leader

in

the

overdue

trend

away

from

oil-based

packaging.

Furthermore,

as

the

industry

is

relatively

fragmented,

being

the

market

leader

with

only

15%

market

share,

GPK

could

potentially

have

a

very

long

runway

of

above-market

returns.

Interactive

Brokers

Group

is

another

company

that

represents

a

dramatic

difference

in

holdings

of

our

financial

sector

from

that

of

the

benchmark.

It

is

an

owner-operated

company

with

industry

leading

profit

margins

and

the

potential

for

higher

than

industry

growth

as

industry

consolidation

is

forcing

attrition

from

its

large

competitors.

We

look

forward

to

adding

to

our

holdings

should

market

volatility

provide

additional

opportunities

to

purchase

this

high

quality

company

at

very

good

prices.

After

a

period

of

strong

market

returns,

the

benefits

of

active

management

are

once

again

likely

to

become

evident.

On

the

other

hand,

index

returns,

especially

those

that

remain

highly

concentrated,

are

likely

to

be

challenged

and

we

will

continue

to

look

for

attractive

opportunities

in

the

Socially

Responsible

fund.

____________________________________________________________________________

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.

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,

2024

13

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

3.12%.

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,

2025

(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

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,

2024

One

Year

Five

Year

Ten

Year

Since

Inception

01/03/05

Baywood

Socially

Responsible

Fund

20.05%

12.55%

8.15%

6.87%

Morningstar

US

Large

Value

TR

Index

20.90%

10.93%

9.68%

7.78%

*

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,

2024

14

See

Notes

to

Financial

Statements.

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's instruments

as

of

March

31,

2024. 

The

inputs

or

methodology

used

for

valuing

securities

are

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

For

more

information

on

valuation

inputs,

and

their

aggregation

into

the

levels

used

in

the

table

below,

please

refer

to

the

Security

Valuation

section

in

Note

2

of

the

accompanying

Notes

to

Financial

Statements.

The

Level

1

value

displayed

in

this

table

is

Common

Stock

and

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

-

95.0%

Basic

Materials

-

2.4%

3,700‌

Graphic

Packaging

Holding

Co.

$

107,966‌

500‌

Packaging

Corp.

of

America

94,890‌

202,856‌

Capital

Goods

/

Industrials

-

5.7%

300‌

Cummins,

Inc.

88,395‌

5,100‌

nVent

Electric

PLC

384,540‌

472,935‌

Communication

Services

-

5.9%

800‌

Alphabet,

Inc.,

Class A 

(a)

120,744‌

9,200‌

AT&T,

Inc.

161,920‌

2,900‌

Comcast

Corp.,

Class A

125,715‌

7,000‌

Paramount

Global,

Class B

82,390‌

490,769‌

Consumer

Discretionary

-

6.1%

500‌

Aptiv

PLC 

(a)

39,825‌

1,000‌

Genuine

Parts

Co.

154,930‌

5,100‌

Kontoor

Brands,

Inc.

307,275‌

502,030‌

Consumer

Staples

-

4.3%

7,400‌

Kenvue,

Inc.

158,804‌

1,600‌

Mondelez

International,

Inc.,

Class A

112,000‌

500‌

PepsiCo.,

Inc.

87,505‌

358,309‌

Energy

-

9.2%

2,600‌

Devon

Energy

Corp.

130,468‌

11,000‌

Kinder

Morgan,

Inc.

201,740‌

3,100‌

Schlumberger

NV

169,911‌

450‌

Texas

Pacific

Land

Corp.

260,330‌

762,449‌

Financials

-

23.6%

2,600‌

Air

Lease

Corp.

133,744‌

1,500‌

American

Express

Co.

341,535‌

3,100‌

American

International

Group,

Inc.

242,327‌

500‌

Berkshire

Hathaway,

Inc.,

Class B 

(a)

210,260‌

3,375‌

Brookfield

Corp.

141,311‌

400‌

Cboe

Global

Markets,

Inc.

73,492‌

1,100‌

CME

Group,

Inc.

236,819‌

7,000‌

Corebridge

Financial,

Inc.

201,110‌

400‌

Interactive

Brokers

Group,

Inc.

44,684‌

1,600‌

The

Charles

Schwab

Corp.

115,744‌

2,500‌

W

R

Berkley

Corp.

221,100‌

1,962,126‌

Health

Care

-

19.2%

1,500‌

AstraZeneca

PLC,

ADR

101,625‌

800‌

Becton

Dickinson

&

Co.

197,960‌

1,400‌

Cardinal

Health,

Inc.

156,660‌

3,800‌

Fortrea

Holdings,

Inc. 

(a)

152,532‌

9,655‌

Koninklijke

Philips

NV,

ADR 

(a)

193,100‌

650‌

Laboratory

Corp.

of

America

Holdings

141,999‌

2,400‌

Medtronic

PLC

209,160‌

1,800‌

Merck

&

Co.,

Inc.

237,510‌

215‌

Regeneron

Pharmaceuticals,

Inc. 

(a)

206,935‌

1,597,481‌

Real

Estate

-

4.5%

7,000‌

Healthcare

Realty

Trust,

Inc.

REIT

99,050‌

2,271‌

Realty

Income

Corp.

REIT

122,861‌

4,200‌

Weyerhaeuser

Co.

REIT

150,822‌

372,733‌

Technology

-

12.6%

2,300‌

Cisco

Systems,

Inc.

114,793‌

2,000‌

Coherent

Corp. 

(a)

121,240‌

3,200‌

Corning,

Inc.

105,472‌

1,300‌

International

Business

Machines

Corp.

248,248‌

Shares

Security

Description

Value

Technology

-

12.6%

(continued)

1,500‌

NetApp,

Inc.

$

157,455‌

1,200‌

NXP

Semiconductors

NV

297,324‌

1,044,532‌

Transportation

-

1.5%

500‌

Union

Pacific

Corp.

122,965‌

Total

Common

Stock

(Cost

$4,941,877)

7,889,185‌

Shares

Security

Description

Value

Money

Market

Fund

-

4.0%

330,439‌

First

American

Government

Obligations

Fund,

Class X,

5.24% 

(b)

(Cost

$330,439)

330,439‌

Investments,

at

value

-

99.0%

(Cost

$5,272,316)

$

8,219,624‌

Other

Assets

&

Liabilities,

Net

-

1.0%

80,847‌

Net

Assets

-

100.0%

$

8,300,471‌

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,

2024.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

8,219,624‌

Level

2

-

Other

Significant

Observable

Inputs

–‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

8,219,624‌

PORTFOLIO

HOLDINGS

%

of

Total

Investments

Basic

Materials

2.5%‌

Capital

Goods

/

Industrials

5.7%‌

Communication

Services

6.0%‌

Consumer

Discretionary

6.1%‌

Consumer

Staples

4.4%‌

Energy

9.3%‌

Financials

23.9%‌

Health

Care

19.4%‌

Real

Estate

4.5%‌

Technology

12.7%‌

Transportation

1.5%‌

Money

Market

Fund

4.0%‌

100.0%‌

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

STATEMENT

OF

ASSETS

AND

LIABILITIES

March

31,

2024

15

See

Notes

to

Financial

Statements.

ASSETS

Investments,

at

value

(Cost

$5,272,316)

$

8,219,624‌

Cash

229‌

Receivables:

Fund

shares

sold

43,289‌

Investment

securities

sold

14,939‌

Dividends

16,423‌

From

investment

advisor

8,332‌

Prepaid

expenses

13,583‌

Total

Assets

8,316,419‌

LIABILITIES

Payables:

Fund

shares

redeemed

758‌

Accrued

Liabilities:

Fund

services

fees

6,062‌

Other

expenses

9,128‌

Total

Liabilities

15,948‌

NET

ASSETS

$

8,300,471‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

5,240,007‌

Distributable

Earnings

3,060,464‌

NET

ASSETS

$

8,300,471‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

504,346‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE

$

16.46‌

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

STATEMENT

OF

OPERATIONS

SIX

MONTHS

ENDED

MARCH

31,

2024

16

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$528)

$

108,380‌

Total

Investment

Income

108,380‌

EXPENSES

Investment

advisor

fees

26,688‌

Fund

services

fees

33,049‌

Transfer

agent

fees

9,950‌

Custodian

fees

2,632‌

Registration

fees

10,573‌

Professional

fees

14,748‌

Trustees'

fees

and

expenses

3,690‌

Other

expenses

17,203‌

Total

Expenses

118,533‌

Fees

waived

and

expenses

reimbursed

(84,602‌)

Net

Expenses

33,931‌

NET

INVESTMENT

INCOME

74,449‌

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

on

investments

120,089‌

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

1,089,972‌

NET

REALIZED

AND

UNREALIZED

GAIN

1,210,061‌

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

1,284,510‌

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

17

See

Notes

to

Financial

Statements.

For

the

Six

Months

Ended

March

31,

2024

For

the

Year

Ended

September

30,

2023

OPERATIONS

Net

investment

income

$

74,449‌

$

135,177‌

Net

realized

gain

120,089‌

157,089‌

Net

change

in

unrealized

appreciation

(depreciation)

1,089,972‌

809,424‌

Increase

in

Net

Assets

Resulting

from

Operations

1,284,510‌

1,101,690‌

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

(237,211‌)

(296,577‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

427,248‌

260,194‌

Reinvestment

of

distributions

232,204‌

290,272‌

Redemption

of

shares

(387,388‌)

(910,587‌)

Increase

(Decrease)

in

Net

Assets

from

Capital

Share

Transactions

272,064‌

(360,121‌)

Increase

in

Net

Assets

1,319,363‌

444,992‌

NET

ASSETS

Beginning

of

Period

6,981,108‌

6,536,116‌

End

of

Period

$

8,300,471‌

$

6,981,108‌

SHARE

TRANSACTIONS

Sale

of

shares

28,904‌

18,016‌

Reinvestment

of

distributions

15,429‌

20,068‌

Redemption

of

shares

(25,247‌)

(63,325‌)

Increase

(Decrease)

in

Shares

19,086‌

(25,241‌)

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

FINANCIAL

HIGHLIGHTS

18

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,

2024

For

the

Years

Ended

September

30,

2023

2022

2021

2020

2019

INSTITUTIONAL

SHARES

NET

ASSET

VALUE,

Beginning

of

Period

$

14.39‌

$

12.80‌

$

14.32‌

$

10.18‌

$

11.21‌

$

12.60‌

INVESTMENT

OPERATIONS

Net

investment

income

(a)

0.15‌

0.27‌

0.25‌

0.18‌

0.15‌

0.18‌

Net

realized

and

unrealized

gain

(loss)

2.39‌

1.91‌

(1.14‌)

4.19‌

(0.90‌)

(0.53‌)

Total

from

Investment

Operations

2.54‌

2.18‌

(0.89‌)

4.37‌

(0.75‌)

(0.35‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.13‌)

(0.27‌)

(0.21‌)

(0.14‌)

(0.15‌)

(0.16‌)

Net

realized

gain

(0.34‌)

(0.32‌)

(0.42‌)

(0.09‌)

(0.13‌)

(0.88‌)

Total

Distributions

to

Shareholders

(0.47‌)

(0.59‌)

(0.63‌)

(0.23‌)

(0.28‌)

(1.04‌)

NET

ASSET

VALUE,

End

of

Period

$

16.46‌

$

14.39‌

$

12.80‌

$

14.32‌

$

10.18‌

$

11.21‌

TOTAL

RETURN

17.99‌%(b)

17.10‌%

(6.58‌)%

43.10‌%

(6.67‌)%

(1.79‌)%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

8,300‌

$

6,981‌

$

6,536‌

$

6,766‌

$

3,626‌

$

3,824‌

Ratios

to

Average

Net

Assets:

Net

investment

income

1.95‌%(c)

1.88‌%

1.73‌%

1.31‌%

1.45‌%

1.60‌%

Net

expenses

0.89‌%(c)

0.89‌%

0.89‌%

0.89‌%

0.89‌%

0.89‌%

Gross

expenses

(d)

3.10‌%(c)

3.12‌%

3.17‌%

3.76‌%

5.10‌%

5.78‌%

PORTFOLIO

TURNOVER

RATE

12‌%(b)

25‌%

22‌%

15‌%

30‌%

33‌%

(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,

2024

19

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,

2024

20

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,

2024,

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

recognizes

interest

and

penalties,

if

any,

related

to

unrecognized

tax

benefits

as

income

tax

expense

in

the

Statements

of

Operations.

During

the

period,

each

Fund

did

not

incur

any

interest

or

penalties.

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

year

after

they

are

filed.

As

of

March

31,

2024,

there

are

no

uncertain

tax

positions

that

would

require

financial

statement

recognition,

de-recognition

or

disclosure.

Income

and

Expense

Allocation

–

The

Trust

accounts

separately

for

the

assets,

liabilities

and

operations

of

each

of

its

investment

portfolios.

Expenses

that

are

directly

attributable

to

more

than

one

investment

portfolio

are

allocated

among

the

respective

investment

portfolios

in

an

equitable

manner.

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

BAYWOOD

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2024

21

claims

that

may

be

made

against

each

Fund

and,

therefore,

cannot

be

estimated;

however,

based

on

experience,

the

risk

of

loss

from

such

claims

is

considered

remote.

Each

Fund

has

determined

that

none

of

these

arrangements

requires

disclosure

on

each

Fund’s

statement

of

assets

and

liabilities.

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,

a

wholly

owned

subsidiary

of

Foreside

Financial

Group,

LLC

(d/b/a

ACA

Group)

(the

“Distributor”),

acts

as

the

agent

of

the

Trust

in

connection

with

the

continuous

offering

of

shares

of

the

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

–

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,

2025,

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,

2025,

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,

2024,

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,

2024,

$420,014

and

$418,813

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

$

10,548‌

$

62,881‌

$

10,771‌

$

84,200‌

Baywood

Socially

Responsible

Fund

26,688‌

47,131‌

10,783‌

84,602‌

BAYWOOD

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2024

22

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,

2024

were

as

follows:

Note

6.

Federal

Income

Tax

As

of

March

31,

2024

,

the

cost

for

federal

income

tax

purposes

is

substantially

the

same

as

for

financial

statement

purposes

and

the

components

of

net

unrealized

appreciation

were

as

follows:

As

of

September

30,

2023,

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.

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.

Purchases

Sales

Baywood

Value

Plus

Fund

$

687,457‌

$

560,458‌

Baywood

Socially

Responsible

Fund

979,411

896,301

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

Baywood

Value

Plus

Fund

$

1,235,633‌

$

(22,586‌)

$

1,213,047‌

Baywood

Socially

Responsible

Fund

2,971,047‌

(23,739‌)

2,947,308‌

Undistributed

Ordinary

Income

Undistributed

Long-Term

Gain

Unrealized

Appreciation

Total

Baywood

Value

Plus

Fund

$

968‌

$

121,072‌

$

650,873‌

$

772,913‌

Baywood

Socially

Responsible

Fund

279‌

172,162‌

1,840,724‌

2,013,165‌

Baywood

Funds

ADDITIONAL

INFORMATION

March

31,

2024

23

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,

2023

through

March

31,

2024.

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,

2023

Ending

Account

Value

March

31,

2024

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Baywood

Value

Plus

Fund

Actual

$

1,000.00‌

$

1,190.80‌

$

3.83‌

0.70%‌

Hypothetical

(5%

return

before

expenses)

$

1,000.00‌

$

1,021.50‌

$

3.54‌

0.70%‌

Baywood

Socially

Responsible

Fund

Actual

$

1,000.00‌

$

1,179.94‌

$

4.85‌

0.89%‌

Hypothetical

(5%

return

before

expenses)

$

1,000.00‌

$

1,020.55‌

$

4.50‌

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

(183)

divided

by

366

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-0324

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, andcert302.docx Section 302 of the Sarbanes-Oxley Act of 2002.

(a)(3)  Not applicable.

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

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:	May 28, 2024

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

By:	/s/ Zachary Tackett
	Zachary Tackett, Principal Executive Officer
Date:	May 28, 2024

By:	/s/ Karen Shaw
	Karen Shaw, Principal Financial Officer
Date:	May 28, 2024