Forum Funds Ii N-CSRS Certified semi-annual shareholder report (management investment company)

As filed with the Securities and Exchange Commission on June 1, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number 811-22842

FORUM FUNDS II

Three Canal Plaza, Suite 600

Portland, Maine 04101

Jessica Chase, Principal Executive Officer

Three Canal Plaza, Suite 600

Portland, Maine 04101

207-347-2000

Date of fiscal year end: September 30

Date of reporting period: October 1, 2019 – March 31, 2020

ITEM 1. REPORT TO STOCKHOLDERS.

Semi-Annual

Report

March

31,

2020

(Unaudited)

Advised

by:

SKBA

Capital

Management,

LLC

www.baywoodfunds.com

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in

January

2021,

as

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regulations

adopted

by

the

Securities

and

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copies

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the

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shareholder

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broker-dealer

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Instead,

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Baywood

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BAYWOOD

VALUE

PLUS

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

March

31,

2020

1

Dear

Shareholders,

We

are

pleased

to

report

our

economic

and

financial

market

perspectives

and

the

investment

activities

for

the

Baywood

Value

Plus

Fund

(the

“Fund”)

for

the

six

months

ended

March

31,

2020.

The

Fund

is

a

large

capitalization

value-oriented

portfolio

of

stock

holdings

selected

from

a

universe

of

dividend-paying

companies

traded

on

U.S.

exchanges.

SKBA

attempts

to

identify

candidates

for

purchase

that

appear

to

have

low

expectations

and

pessimism

already

reflected

in

their

current

valuations

by

using

its

Relative

Dividend

Yield

(RDY)

discipline,

which

compares

each

stock’s

yield

history

to

SKBA’s

own

yield

index

of

500

large

dividend-paying

companies.

A

high

RDY

compared

to

a

stock’s

own

history

that

captures

such

pessimism

provides

a

useful

starting

point

for

research

into

each

stock’s

underlying

fundamentals.

It’s

hard

to

describe

the

entire

six

months

as

a

unified

period.

One

needs

to

write

a

tale

of

two

quarters,

entirely

different

from

one

another,

with

markets

moving

in

opposite

directions.

In

such

strong

stock

markets

as

2019

turned

out

to

be,

we

always

caution

that

we

tend

to

lag

on

the

upside

as

out-of-favor

stocks

rarely

lead

the

market

higher.

Whereas

interest-sensitive

sectors

(utilities)

and

consumer

staples

were

market

leaders

for

much

of

the

first

eight

months

of

the

calendar

year,

in

the

last

four

months

the

leadership

shifted

in

favor

of

financials,

healthcare,

and

information

technology.

In

contrast,

utilities

reversed

course

and

produced

their

weakest

quarter

of

the

year.

These

shifts

benefited

the

absolute

returns

of

the

fund

in

the

quarter.

Information

technology

led

for

the

year

as

a

whole

in

both

the

broad

market

and

in

Value

benchmarks,

while

returns

in

industrials

and

financials

were

not

far

behind.

Those

that

lagged

the

most

included

energy

stocks

along

with

healthcare

and

materials,

although

each

sector

also

performed

well

on

an

absolute

basis.

Only

in

a

year

of

stellar

gains

by

the

overall

market

would

their

short

term

results

be

considered

“weak.”

Our

energy

overweight

and

utilities

underweight

have

been

the

Fund’s

greatest

challenge

recently;

yet

in

the

fourth

quarter,

Baywood

Value

Plus

’

energy

holdings

gained

nearly

11%

while

benchmark

utilities

languished.

Finding

the

best

mix

in

the

unloved

and

undervalued

energy

sector

was

challenging

for

the

year

as

a

whole,

and

in

the

fourth

quarter

we

initiated

a

position

in

Equinor,

the

renamed

Norwegian

state

oil

company.

In

Equinor,

we

found

an

attractive

combination

of

unpriced,

operational-led

upside

with

a

conservatively

managed

balance

sheet.

Years

ago

we

purchased

BP

for

similar

reasons,

though

changing

circumstances

since

then

resulted

in

exiting

the

security

in

the

quarter.

Despite

current

prices

now

in

the

$20s,

we

continue

to

believe

the

normal

range

for

WTI

should

be

above

$60

per

barrel

and

that

normal

earning

power

is

higher

than

the

sector

earned

in

2019.

When

combined

with

still-depressed

valuations,

we

were

overweight

energy

stocks

at

the

end

of

the

year.

Our

consumer

discretionary

companies

were

standouts

in

the

period.

Retail

has

been

a

minefield

for

anyone

swayed

simply

by

cheap

valuations.

The

landscape

has

undergone

such

enormous

competitive

disruption

from

Amazon

that

seeking

valuation

attraction

without

the

underpinning

of

fundamental

and

competitive

strength

is

a

recipe

for

disaster.

We

have

not

always

been

immune

from

this

and

made

some

mistakes

as

well.

Nevertheless,

two

of

our

largest

holdings,

Target

and

Walmart,

have

been

successful

competing

online.

For

the

year

Walmart

gained

30%

and

Target,

surprising

investors

with

its

same-store-sales

growth,

rocketed

higher

by

100%!

20%

of

this

gain

came

in

the

4th

quarter.

Given

the

magnitude

of

these

moves,

we

took

gains

in

the

4th

quarter

but

still

own

both

stocks.

Over

half

of

the

healthcare

sector’s

full

year

return

came

in

the

4th

quarter.

Fundamental

perceptions

of

the

sector

have

continued

to

be

battered

by

fears

of

bipartisan

price

controls

on

both

drugs

and

hospital

services.

Nevertheless,

at

the

end

of

2019,

healthcare

represented

the

second

largest

weight

in

Value

Plus

,

after

financials

as

both

valuations

and

fundamentals

are

extraordinarily

attractive—

the

stocks

are

very

much

out

of

favor.

Even

select

pharmaceuticals/biotech

firms

with

pipeline

challenges

remain

attractive,

and

AbbVie,

Amgen,

and

CVS

Health

posted

returns

in

the

high

teens

and

low

20%’s.

By

year

end,

we

initiated

a

modest

position

in

VICI

Properties,

the

only

other

new

stock

added

to

the

portfolio

at

the

end

of

2019.

Considering

how

poorly

REIT’s

performed

in

the

first

quarter

of

2020,

we

much

prefer

the

valuations

in

REIT’s

to

those

of

utilities,

and

at

the

same

time,

we

recognize

the

financial

hardship

many

of

them

find

themselves

in.

With

the

closing

of

2019,

growth

benchmarks

outperformed

value

benchmarks

for

the

7th

time

in

the

decade.

The

longer

term

record

is

nowhere

nearly

as

skewed.

The

powerful

rally

in

technology

stocks

in

2019

along

with

slowing

world

economic

growth

due

to

the

trade

war

with

China

that

hurt

many

cyclical

value

stocks,

contributed

to

this

difference.

Yet,

as

we

have

pointed

out

in

prior

quarterly

reviews,

the

cumulative

differences

in

valuation

appear

to

have

vastly

overshot

the

long-term

underlying

fundamentals

across

the

stock

market.

Although

we

don’t

profess

to

know

exactly

when

a

turn

in

favor

of

value

will

take

place,

current

valuations

on

existing

holdings

are

at

BAYWOOD

VALUE

PLUS

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

March

31,

2020

2

times

unprecedented.

Many

such

valuations

have

only

been

seen

at

market

bottoms.

With

respect

to

the

growth

versus

value

debate,

we

surmise

that

this

coming

decade

will

not

be

a

repeat

of

the

last.

Unlike

the

strong

end

to

2019,

the

first

quarter

was

unlike

any

other

in

any

of

our

lifetimes.

In

the

three

months

ended

March,

the

U.S.

transitioned

from

the

longest

economic

expansion

in

history

to

one

of

the

most

severe

economic

contractions

in

history.

While

only

some

first

quarter

economic

data

has

been

reported,

the

slowdown

driven

by

national

and

global

stay-at-home

policies

and

travel

restrictions

has

undeniably

been

the

cause

of

the

slowdown.

We

expect

the

downturn

will

continue

in

the

second

quarter

where

its

full

effect

will

be

felt.

Markets

act

as

forecasting

mechanisms

and

it

is

therefore

not

surprising

to

have

experienced

such

a

precipitous

decline

in

stocks.

The

lesson

always

re-learned

during

downturns

is

that

in

liquidity

crises,

asset

correlations

tend

to

go

to

one,

meaning

most

stock

markets

decline

simultaneously.

This

is

precisely

what

took

place

in

March.

While

the

global

COVID-19

pandemic

is

not

the

sole

cause

of

the

stock

market

decline,

it

has

certainly

been

the

trigger.

At

SKBA,

we

have

long

lamented

excesses

in

valuations

as

well

as

those

taken

by

individual

companies,

in

particular

as

it

relates

to

their

balance

sheets.

As

with

the

Global

Financial

Crisis

(GFC)

of

a

decade

ago,

and

all

stock

market

meltdowns

of

the

past

for

that

matter,

those

most

financially

levered

suffer

the

most,

as

they

should.

And

what

an

environment

we’ve

been

in

over

the

last

few

years

with

unprecedented

dovish

monetary

policies.

Most

developed

countries

and

economic

blocs

have

for

years

out-competed

one

another

for

the

privilege

of

having

the

lowest

rates.

Central

banks

have

not

simply

been

complicit

in

this

debacle;

in

fact,

they

have

orchestrated

it.

The

banks

clearly

have

a

different

view

on

the

matter

and

this

statement

may

admittedly

be

overly

simplistic.

Central

banks

may

argue

they

had

no

choice

and

perhaps

this

is

the

case,

but

perhaps

not.

At

the

same

time,

the

utter

dysfunction

between

fiscal

policy

and

monetary

policy

coordination

recently

has

been

staggering.

Why

does

it

require

a

crisis

for

better

coordinated

action

to

take

place?

Rahm

Emanuel

put

it

best,

and

we

paraphrase,

when

he

stated

years

ago

that

one

should

not

let

a

good

crisis

go

to

waste.

Policy

makers

need

to

seriously

ask

themselves

whether

they

are

taking

appropriate

steps

to

reverse

the

destruction

of

the

long-term

health

of

capital

markets

or

whether

they

are

perpetuating

it.

Our

sense

is

that

they

are

still

doing

the

latter.

What

needed

to

be

accomplished

earlier

during

the

last

recovery

was

to

tighten

credit

and

dampen

the

appetite

for

risk

assets.

The

exact

opposite

took

place

and

subsequently

resulted

in

a

vicious

rather

than

a

virtuous

one.

By

definition,

vicious

cycles

are

called

so

for

a

reason—they

don’t

often

end

well.

The

Fed

recognized

this

quandary

when

Chairman

Powell

was

forced

to

reverse

his

policy

stance

in

early

2019.

Some

may

remember

his

2018

attempt

to

restore

normal

monetary

policy

by

raising

rates

and

reducing

the

Fed’s

balance

sheet,

a

policy

which

caused

U.S.

stocks

to

only

decline

slightly,

an

effect

which

we

now

view

with

some

fondness.

2018

was

an

ominous

prelude

to

what

was

to

take

place

this

quarter.

At

some

point,

the

medicine,

if

it

does

not

treat

the

underlying

cause,

no

longer

works.

The

underlying

cause

of

the

problem

points

to

financial

leverage

on

the

part

of

central

banks

and

many

corporations.

Individuals

around

the

world

as

well

as

many

banks

have

been

relatively

disciplined

this

time

around,

although

we

question

European

banks’

viability.

Central

banks

and

sovereign

Treasuries

have

been

the

culprits.

By

itself,

this

bodes

ill

for

prospective

GDP

growth.

As

long

as

the

U.S.

can

maintain

competitive

tax

rates,

sensible

regulations

and

end

the

trade

war

of

the

last

two

years,

this

current

crisis

should

be

overcome

and

economic

growth

restored.

With

asset

correlations

going

towards

one,

places

to

hide

in

the

first

quarter

proved

elus

ive.

Treasury

bonds,

cash

and

gold

proved

to

be

the

few

stores

of

value

during

the

downdraft.

Defensive

sectors

as

well

as

economically

sensitive

sectors

declined

in

unison.

Even

many

heretofore

bond

proxies

lost

their

correlation

to

interest

rate

moves.

Early

stages

of

significant

declines

tend

to

be

indiscriminate

in

their

selling.

This

is

what

took

place

in

the

first

calendar

quarter.

As

investors

assess

the

damage,

however,

increased

discrimination

takes

place

as

the

wheat

gets

separated

from

the

chaff.

In

other

words,

those

that

took

on

undue

risk

continue

to

suffer

while

those

with

greater

capital

discipline

begin

to

outperform.

The

Baywood

Value

Plus

Fund

tends

to

favor

companies

with

capital

discipline;

this

is

a

hallmark

of

the

strategy.

For

example,

despite

our

outlook

towards

energy,

which

we’ll

address

next,

when

Occidental

Petroleum

purchased

Anadarko

Petroleum

at

what

we

believed

to

be

the

wrong

time

and

at

too

high

a

price,

we

exited

the

stock.

Operating

leverage

and

financial

leverage

is

a

combination

we

are

rarely

fond

of.

Throw

in

questionable

management

incentives

and

one

has

a

recipe

for

disaster

which

Occidental

typifies.

Chevron

in

contrast,

passed

when

given

the

opportunity

to

outbid

Occidental,

reflecting

capital

discipline.

We

prefer

to

own

unexciting

companies,

companies

that

are

prudent

with

their

shareholders’

capital,

companies

that

don’t

take

risks

without

thinking

about

the

consequences.

Owning

such

companies

is

typically

not

viewed

as

exciting

during

bull

markets.

This

is

acceptable

to

us,

perhaps

even

desirable.

As

we

look

at

our

portfolio

in

early

April,

we

do

not

have

any

doubts

about

the

ability

of

our

holdings

to

withstand

if

not

thrive

during

and

subsequent

to

this

downturn.

We

have

gone

through

each

company

once

again

in

order

to

lower

the

risk

that

we

may

be

“missing

BAYWOOD

VALUE

PLUS

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

March

31,

2020

3

something”.

At

the

portfolio

level,

we

don’t

take

undue

company

specific

risk

nor

do

we

take

undue

sector

level

risk.

We

do,

however,

differ

from

major

indexes

if

we

feel

that

certain

risks

or

opportunities

are

not

being

evaluated

appropriately.

Historically,

our

decisions

tied

to

energy

have

not

meaningfully

detracted

from

overall

performance;

more

recently

they

have.

The

downturn

in

energy

is

unprecedented

and

unsustainable,

however.

Just

as

central

banks

have

sown

the

seeds

of

the

current

economic

crisis,

energy

producing

countries

are

on

a

destructive

path

that

will

result

in

much

higher

prices

in

the

not-too-distant

future.

Let’s

detail

what

we

mean

by

unprecedented.

Oil

production

in

terms

of

its

importance

on

the

global

economy

can

be

traced

back

to

the

beginning

of

the

20th

century.

Modest

albeit

important

use

and

production

of

asphalt,

paraffins,

tar

and

kerosene

took

place

as

far

back

as

centuries

ago

yet

oil

dependent

economies

and

the

massive

global

adoption

of

oil

for

transportation,

electricity

generation

and

industrial

production

did

not

surface

until

the

20th

century.

As

a

result,

global

consumption

has

generally

increased

since

then.

This

remains

the

case

today.

Growth

at

this

point

in

time

is

not

strong,

but

it

still

exists.

Substitution

has

not

yet

resulted

in

oil

consumption

declines

and

is

unlikely

to

for

some

time

to

come.

Whether

there

is

an

expansion

or

a

contraction,

global

consumption

has

rarely

been

volatile.

Demand

tends

to

be

a

mostly

stable

factor.

Supply,

on

the

other

hand,

is

not.

The

United

States

has

recently

experienced

a

resurgence

in

production

after

the

widespread

use

of

hydraulic

fracturing,

otherwise

known

as

fracking.

Russia

has

also

become

one

of

the

three

largest

producers

while

Mexico

has

experienced

significant

declines

in

its

primary

fields.

The

combination

of

a

demand

shock,

driven

by

the

coordinated

global

economic

shutdown,

and

a

supply

shock,

driven

by

the

Saudi

Prince’s

and

Russia’s

decision

to

flood

the

market,

has

rarely

occurred

in

tandem.

Demand

slowdowns

are

not

unprecedented,

although

they

tend

to

be

mild,

and

neither

are

supply

shocks.

The

simultaneity

of

both

is

incredibly

unusual.

It

is

this

perfect

storm

that

has

resulted

in

oil

declining

to

$20

a

barrel

on

West

Texas

Intermediate.

If

we

are

amidst

a

perfect

storm

and

storms

eventually

pass,

doesn’t

it

behoove

us

to

look

at

and

invest

in

select

energy

companies?

We

believe

so.

We

need

to

consider

that

Saudi

Arabia’s

economy

is

entirely

dependent

on

oil

revenues.

It

is

not

diversified

as

are

the

United

States,

Russia

or

even

Mexico.

We

also

remind

ourselves

that

the

Saudi

Prince

is

young,

newly

crowned

and

may

be

exhibiting

an

impulsive

nature.

Reckless

behavior

from

an

inexperienced

regal

would

not

be

unprecedented.

We

nevertheless

doubt

whether

playing

economic

chess

with

Russia

is

a

prudent

move

knowing

that

Vladimir

Putin

is

the

antithesis

of

impulsive.

The

battle

of

wills

will

inevitably

fall

to

economic

hardship

in

the

very

near

future.

Saudi

Arabia

cannot

afford

to

flood

the

market

for

very

long

at

prices

a

fourth

of

what

it

requires.

In

the

meantime,

the

U.S.

has

also

been

complicit

in

flooding

the

market

with

supply.

Production

has

increased

from

approximately

7

million

BOE

(Barrels

of

Oil

Equivalent

per

day)

a

mere

few

years

ago

to

approximately

13

million

BOE

today.

Since

we

expect

global

consumption

to

decline

by

20%

in

the

short-term

due

to

the

global

economic

shutdown,

6

million

additional

barrels

only

adds

fuel

to

the

fire

(pun

intended).

The

U.S.

is

primarily

driven

by

economic

motives,

however,

and

we

would

not

be

surprised

to

see

swift

production

declines

in

most

of

our

domestic

fields

this

year.

In

addition,

public

companies

worldwide

are

also

driven

by

economic

factors

and

we

should

not

ignore

the

fact

that

all

super-major

oil

companies,

Chevron,

Exxon,

Royal

Dutch

and

the

like,

are

reducing

their

capital

projects

by

30%

to

50%

or

so

in

many

cases.

Such

declines

in

spending

are

unprecedented

and

will

play

a

significant

role

in

forthcoming

supply

shortfalls.

Smaller

producers,

companies

we

pay

little

attention

to,

are

likely

to

shut

down

completely.

In

summary,

the

seeds

have

now

been

sown

for

an

increase

in

oil

prices.

From

current

levels,

it

is

not

unreasonable

to

see

a

doubling

if

not

a

tripling

in

prices

over

the

next

few

years,

perhaps

more.

We

believe

few

asset

classes

have

such

upside

potential.

For

the

quarter

as

well

as

the

six-month

period,

our

overweight

negatively

impacted

relative

returns

yet

the

performance

of

our

companies

outperformed

those

of

our

benchmark.

Might

there

come

a

time

when

both

our

sector

weight

and

our

companies

outperform?

We

think

so.

The

precipitous

decline

in

energy

related

securities

has

also

resulted

in

all

major

global

indexes

no

longer

having

meaningful

representation

in

the

sector.

We

are

therefore

overweight.

As

a

percent

of

the

overall

Baywood

Value

Plus

fund,

we

don’t

own

more

than

we

did

a

few

months

ago

but

it

makes

absolutely

no

sense

for

us

to

own

less.

We

have

modestly

shifted

among

the

companies

we

own

and

we

are

diversified

across

the

complex.

We

own

a

select

few

of

the

best

capitalized

production

companies,

the

two

largest

refiners

and

recently

initiated

a

position

in

Kinder

Morgan,

the

largest

pipeline

company

in

the

United

States.

These

companies

are

all

pricing

in

the

current

environment

as

though

it

will

be

permanent.

It

will

undoubtedly

be

a

difficult

operating

environment

for

some

time

to

come,

yet

we

own

companies

with

the

greatest

financial

flexibility

among

their

peers.

We

also

don’t

mean

to

entirely

dismiss

the

possibility

that

there

will

be

dividend

cuts.

This

is

a

possibility.

Yet

at

current

prices,

cuts

will

not

meaningfully

alter

the

dividend

component

on

the

overall

fund

which

is

at

a

multi-year

high.

BAYWOOD

VALUE

PLUS

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

March

31,

2020

4

Outside

of

energy,

we

have

been

generally

underweight

financials,

another

sector

that

has

recently

declined

meaningfully.

In

our

opinion,

price

declines

are

overdone

and

as

such

we

have

been

adding

to

existing

positions.

We

are

somewhat

underweight

consumer

staples

and

increased

healthcare

meaningfully

earlier

in

the

six-month

period

and

are

equal

weight

information

technology.

These

three

sectors

have

performed

reasonably

well,

a

very

relative

term

in

such

a

broad

market

decline.

The

Baywood

Value

Plus

Fund

is

also

overweight

basic

materials

in

companies

whose

fundamentals

appear

to

not

be

unduly

suffering

from

the

economic

downturn.

We

expect

them

to

maintain

their

business

momentum

as

the

year

progresses.

We

have

also

added

to

the

Fund’s

industrial

exposure

with

purchases

of

3M

and

Parker

Hannifin.

Should

their

stock

prices

continue

to

languish,

we

will

eagerly

add

to

our

positions.

We

also

initiated

a

position

in

Genuine

Parts,

a

company

with

counter-cyclical

attributes.

We

have

owned

this

well-run

capital-disciplined

operator

in

the

past

and

are

very

pleased

to

do

so

again.

The

rebound

at

the

end

of

the

March

notwithstanding,

if

past

is

precedent,

we’d

expect

continued

volatility

for

a

number

of

months.

Similar

to

2008-2009

as

well

as

2000-2002,

an

investor

does

not

need

to

try

to

pick

the

ultimate

bottom.

Bottoms

are

established

over

periods

of

weeks

and

months.

As

such,

we

are

not

reacting

to

the

daily

excess

of

headlines,

headlines

which

are

prone

to

shorten

investor

time

horizons

and

result

in

poor

decision-making.

We

will

continue

to

ask

the

difficult

questions,

rely

on

what

we

believe

companies

can

earn

over

a

complete

cycle

and

under

what

methods.

We

will

continue

to

ask

whether

their

business

models

are

being

disrupted

and

whether

they

will

be

able

to

take

advantage

of

the

distress

that

their

peers

may

be

experiencing.

Asking

those

questions

so

far

during

the

downturn

has

resulted

in

us

purchasing

what

we

think

are

good

companies

at

rarely

available

prices.

We

expect

to

continue

to

do

so

as

we

believe

markets

will

increasingly

recognize

that

many

companies

have

been

unduly

discounted

and

underlying

fundamentals

could

improve.

Current

and

future

portfolio

holdings

are

subject

to

change

and

risk.

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.

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,

2020

5

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.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratio

(gross)

is

8.13%.

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,

2021

(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

approved

by

the

Board,

made

within

three

years

of

the

fee

waiver

or

expense

reimbursement

and

does

not

cause

the

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

to

exceed

the

lesser

of

(i)

the

then-current

Expense

Cap

and

(ii)

the

Expense

Cap

in

place

at

the

time

the

fees/expenses

were

waived/reimbursed.

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.

For

the

most

recent

month-end

performance,

please

call

(855)

409-2297.

The

Fund

recently

experienced

significant

negative

short-term

performance

due

to

market

volatility

associated

with

the

COVID-19

pandemic.

Average

Annual

Total

Returns

Periods

Ended

March

31,

2020

One

Year

Five

Year

Ten

Year

Since

Inception

06/27/08

Baywood

Value

Plus

Fund

-22.05%

0.34%

6.30%

5.89%

Morningstar

US

Large

Value

TR

Index

-14.66%

3.93%

7.74%

5.65%

*

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,

2020

6

See

Notes

to

Financial

Statements.

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's instruments

as

of

March

31,

2020. 

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

-

95.8%

Basic

Materials

-

5.4%

1,766‌

Corteva,

Inc.

$

41,501‌

1,460‌

Nutrien,

Ltd.

49,552‌

800‌

Westrock

Co.

22,608‌

113,661‌

Capital

Goods

/

Industrials

-

7.6%

200‌

3M

Co.

27,302‌

600‌

Cummins,

Inc.

81,192‌

500‌

Eaton

Corp.

PLC

38,845‌

100‌

Parker-Hannifin

Corp.

12,973‌

160,312‌

Communication

Services

-

6.1%

1,600‌

Comcast

Corp.,

Class A

55,008‌

1,400‌

Verizon

Communications,

Inc.

75,222‌

130,230‌

Consumer

Discretionary

-

7.4%

300‌

Genuine

Parts

Co.

20,199‌

1,200‌

Kontoor

Brands,

Inc.

23,004‌

700‌

Lear

Corp.

56,875‌

600‌

Target

Corp.

55,782‌

155,860‌

Consumer

Staples

-

8.3%

200‌

Kimberly-Clark

Corp.

25,574‌

1,100‌

Molson

Coors

Beverage

Co.,

Class B

42,911‌

500‌

Mondelez

International,

Inc.,

Class A

25,040‌

300‌

PepsiCo.,

Inc.

36,030‌

400‌

Walmart,

Inc.

45,448‌

175,003‌

Energy

-

10.4%

400‌

Chevron

Corp.

28,984‌

1,500‌

ConocoPhillips

46,200‌

3,700‌

Equinor

ASA,

ADR

45,066‌

1,700‌

Kinder

Morgan,

Inc.

23,664‌

600‌

Phillips

66

32,190‌

1,000‌

Valero

Energy

Corp.

45,360‌

221,464‌

Financials

-

14.9%

2,500‌

American

International

Group,

Inc.

60,625‌

400‌

Ameriprise

Financial,

Inc.

40,992‌

700‌

BOK

Financial

Corp.

29,792‌

1,200‌

Citigroup,

Inc.

50,544‌

1,500‌

MetLife,

Inc.

45,855‌

600‌

Morgan

Stanley

20,400‌

100‌

Northern

Trust

Corp.

7,546‌

900‌

Prosperity

Bancshares,

Inc.

43,425‌

1,200‌

Radian

Group,

Inc.

15,540‌

314,719‌

Health

Care

-

16.0%

800‌

AbbVie,

Inc.

60,952‌

300‌

Amgen,

Inc.

60,819‌

700‌

AstraZeneca

PLC,

ADR

31,262‌

500‌

Cardinal

Health,

Inc.

23,970‌

600‌

CVS

Health

Corp.

35,598‌

500‌

Gilead

Sciences,

Inc.

37,380‌

1,100‌

Koninklijke

Philips

NV,

ADR

44,176‌

500‌

Medtronic

PLC

45,090‌

339,247‌

Real

Estate

-

4.9%

2,400‌

Brookfield

Property

REIT,

Inc.,

Class A

20,376‌

6,230‌

VEREIT,

Inc.

REIT

30,465‌

1,300‌

VICI

Properties,

Inc.

REIT

21,632‌

1,900‌

Weyerhaeuser

Co.

REIT

32,205‌

104,678‌

Shares

Security

Description

Value

Technology

-

9.5%

1,800‌

Cisco

Systems,

Inc.

$

70,758‌

600‌

Intel

Corp.

32,472‌

1,200‌

NetApp,

Inc.

50,028‌

600‌

TE

Connectivity,

Ltd.

37,788‌

100‌

Texas

Instruments,

Inc.

9,993‌

201,039‌

Transportation

-

3.6%

4,400‌

Atlas

Corp.

33,836‌

300‌

Union

Pacific

Corp.

42,312‌

76,148‌

Utilities

-

1.7%

500‌

Dominion

Energy,

Inc.

36,095‌

Total

Common

Stock

(Cost

$2,393,876)

2,028,456‌

Shares

Security

Description

Value

Money

Market

Fund

-

3.9%

83,506‌

Federated

Government

Obligations

Fund,

Institutional

Class,

0.32% 

(a)

(Cost

$83,506)

83,506‌

Investments,

at

value

-

99.7%

(Cost

$2,477,382)

$

2,111,962‌

Other

Assets

&

Liabilities,

Net

-

0.3%

5,531‌

Net

Assets

-

100.0%

$

2,117,493‌

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,

2020.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

2,028,456‌

Level

2

-

Other

Significant

Observable

Inputs

83,506‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

2,111,962‌

BAYWOOD

VALUE

PLUS

FUND

SCHEDULE

OF

INVESTMENTS

March

31,

2020

7

See

Notes

to

Financial

Statements.

PORTFOLIO

HOLDINGS

%

of

Total

Investments

Basic

Materials

5.4%‌

Capital

Goods

/

Industrials

7.6%‌

Communication

Services

6.2%‌

Consumer

Discretionary

7.4%‌

Consumer

Staples

8.3%‌

Energy

10.5%‌

Financials

14.9%‌

Health

Care

16.0%‌

Real

Estate

4.9%‌

Technology

9.5%‌

Transportation

3.6%‌

Utilities

1.7%‌

Money

Market

Fund

4.0%‌

100.0%‌

BAYWOOD

VALUE

PLUS

FUND

STATEMENT

OF

ASSETS

AND

LIABILITIES

March

31,

2020

8

See

Notes

to

Financial

Statements.

ASSETS

Investments,

at

value

(Cost

$2,477,382)

$

2,111,962‌

Receivables:

Fund

shares

sold

1,885‌

Investment

securities

sold

7,004‌

Dividends

4,909‌

From

investment

advisor

7,937‌

Prepaid

expenses

14,069‌

Total

Assets

2,147,766‌

LIABILITIES

Payables:

Investment

securities

purchased

13,889‌

Accrued

Liabilities:

Trustees’

fees

and

expenses

18‌

Fund

services

fees

3,926‌

Other

expenses

12,440‌

Total

Liabilities

30,273‌

NET

ASSETS

$

2,117,493‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

2,493,897‌

Distributable

earnings

(376,404‌)

NET

ASSETS

$

2,117,493‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

169,898‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE

$

12.45‌

BAYWOOD

VALUE

PLUS

FUND

STATEMENT

OF

OPERATIONS

SIX

MONTHS

ENDED

MARCH

31,

2020

9

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$735)

$

45,093‌

Total

Investment

Income

45,093‌

EXPENSES

Investment

advisor

fees

6,984‌

Fund

services

fees

28,885‌

Transfer

agent

fees

8,815‌

Custodian

fees

2,426‌

Registration

fees

9,467‌

Professional

fees

13,396‌

Trustees'

fees

and

expenses

1,841‌

Other

expenses

9,799‌

Total

Expenses

81,613‌

Fees

waived

and

expenses

reimbursed

(71,835‌)

Net

Expenses

9,778‌

NET

INVESTMENT

INCOME

35,315‌

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

loss

on

investments

(865‌)

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

(732,204‌)

NET

REALIZED

AND

UNREALIZED

LOSS

(733,069‌)

DECREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

(697,754‌)

BAYWOOD

VALUE

PLUS

FUND

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

10

See

Notes

to

Financial

Statements.

For

the

Six

Months

Ended

March

31,

2020

For

the

Year

Ended

September

30,

2019

OPERATIONS

Net

investment

income

$

35,315‌

$

64,034‌

Net

realized

gain

(loss)

(865‌)

30,295‌

Net

change

in

unrealized

appreciation

(depreciation)

(732,204‌)

(139,596‌)

Decrease

in

Net

Assets

Resulting

from

Operations

(697,754‌)

(45,267‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

Investor

Shares

‌-

(113,003‌)

Institutional

Shares

(69,411‌)

(72,133‌)

Total

Distributions

Paid

(69,411‌)

(185,136‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

Investor

Shares

‌-

7,750‌

Institutional

Shares

42,269‌

2,204,983‌

Reinvestment

of

distributions

Investor

Shares

‌-

112,658‌

Institutional

Shares

69,276‌

72,102‌

Redemption

of

shares

Investor

Shares

‌-

(1,805,831‌)

Institutional

Shares

(29,167‌)

(435,150‌)

Increase

in

Net

Assets

from

Capital

Share

Transactions

82,378‌

156,512‌

Decrease

in

Net

Assets

(684,787‌)

(73,891‌)

NET

ASSETS

Beginning

of

Period

2,802,280‌

2,876,171‌

End

of

Period

$

2,117,493‌

$

2,802,280‌

SHARE

TRANSACTIONS

Sale

of

shares

Investor

Shares

‌-

477‌

Institutional

Shares

2,846‌

137,725‌

Reinvestment

of

distributions

Investor

Shares

‌-

7,217‌

Institutional

Shares

4,256‌

4,519‌

Redemption

of

shares

Investor

Shares

‌-

(112,284‌)

Institutional

Shares

(1,710‌)

(27,993‌)

Increase

in

Shares

5,392‌

9,661‌

BAYWOOD

VALUE

PLUS

FUND

FINANCIAL

HIGHLIGHTS

11

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

year

or

period

presented.

For

the

Six

Months

Ended

March

31,

2020

For

the

Year

Ended

September

30,

2019

For

the

Year

Ended

September

30,

2018

For

the

Period

Ended

September

30,

2017

For

the

Year

Ended

September

30,

2016

(a)

For

the

Year

Ended

November

30,

2015

INSTITUTIONAL

SHARES

NET

ASSET

VALUE,

Beginning

of

Period

$

17.03‌

$

18.63‌

$

17.36‌

$

15.59‌

$

17.00‌

$

19.42‌

INVESTMENT

OPERATIONS

Net

investment

income

(b)

0.21‌

0.44‌

0.38‌

0.38‌

0.29‌

0.39‌

Net

realized

and

unrealized

gain

(loss)

(4.37‌)

(0.84‌)

1.76‌

2.02‌

0.94‌

(1.06‌)

Total

from

Investment

Operations

(4.16‌)

(0.40‌)

2.14‌

2.40‌

1.23‌

(0.67‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.20‌)

(0.39‌)

(0.35‌)

(0.36‌)

(2.27‌)

(0.35‌)

Net

realized

gain

(0.22‌)

(0.81‌)

(0.52‌)

(0.27‌)

(0.37‌)

(1.40‌)

Total

Distributions

to

Shareholders

(0.42‌)

(1.20‌)

(0.87‌)

(0.63‌)

(2.64‌)

(1.75‌)

NET

ASSET

VALUE,

End

of

Period

$

12.45‌

$

17.03‌

$

18.63‌

$

17.36‌

$

15.59‌

$

17.00‌

TOTAL

RETURN

(25.00‌)%

(1.55‌)%

12.57‌%

15.60‌%

8.65‌%(c)

(3.58‌)%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

2,116‌

$

2,802‌

$

936‌

$

711‌

$

536‌

$

426‌

Ratios

to

Average

Net

Assets:

Net

investment

income

2.52‌%

2.66‌%

2.10‌%

2.28‌%

2.30‌%(d)

2.23‌%

Net

expenses

0.70‌%

0.70‌%

0.70‌%

0.70‌%

0.70‌%(d)

0.70‌%

Gross

expenses

(e)

5.84‌%

8.13‌%

8.83‌%

11.16‌%

14.43‌%(d)

2.09‌%

PORTFOLIO

TURNOVER

RATE

23‌%

49‌%

34‌%

48‌%

22‌%(c)

32‌%

(a)

Effective

March

24,

2016,

the

Fund

changed

its

fiscal

year

end

from

November

30

to

September

30.

The

information

presented

is

for

the

period

December

1,

2015

to

September

30,

2016.

(b)

Calculated

based

on

average

shares

outstanding

during

each

period.

(c)

Not

annualized.

(d)

Annualized.

(e)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

March

31,

2020

12

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,

2020.

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

Environmental,

Social

and/or

Governance

(“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.

Our

thoughts

go

out

to

those

whose

lives

have

been

taken

and

uprooted

by

this

virus.

While

we

add

our

thoughts

on

what

this

means

for

the

economy

and

the

markets

in

the

following

review

of

the

Baywood

Socially

Responsible

Fund,

please

keep

in

mind

that

the

most

important

factors

in

our

individual

lives

are

those

that

we

share

it

with.

Moments

like

these

tend

to

bring

what

is

truly

important

to

the

forefront

and

little

else

seems

to

matter.

The

first

two

quarters

of

our

new

decade

will

likely

have

more

written

about

it

than

any

other

in

our

lifetime

and

we

will

focus

our

attention

on

the

first

quarter

of

2020

before

discussing

the

fourth

quarter

of

2019.

A

global

pandemic

of

unprecedented

size

is

sweeping

across

the

world

causing

massive

disruptions

in

our

daily

lives,

economy,

markets

and

collective

psyche.

For

those

who

have

the

ability

and

resources

to

withstand

the

impact

of

a

sudden

halt

in

economic

activity,

and

who

can

just

merely

complain

about

a

shelter-in-place

should

consider

themselves

lucky.

For

many

others

the

effects

will

be

painful

and

lasting.

For

the

economy

and

the

markets,

the

effects

will

be

mostly

transitory,

however,

there

will

be

devastating

consequences

for

companies

that

lack

the

discipline

and

incentives

to

plan

for

the

long-term.

Socially

Responsible

investing

is

not

defined

by

any

single

perspective.

Efforts

are

and

have

been

taking

place

to

define

and

perhaps

standardize

the

concept

but

it

is

not

possible

to

capture

the

different

points

of

view

in

a

singular

manner.

That

is

because

Socially

Responsible

investing

is

truly

in

the

eye

of

the

beholder.

Therefore,

we

will

limit

our

conversation

to

what

it

means

to

us

here

at

SKBA

Capital

Management

and

how

it

influences

our

point

of

view

about

what

is

going

on

in

the

world

today.

We

believe

that

the

best

run

corporations

are

those

that

take

stakeholders

into

consideration,

not

just

shareholders.

Corporate

governance

is

the

signal

that

this

effect

is

lasting.

Corporations

themselves

are

not

just

an

aggregation

of

individual

decisions;

they

are,

over

time,

many

different

people,

many

different

faces.

The

prevailing

feature

about

a

corporation

is

its

governance.

Companies

with

virtuous

governance

practices

tend

to

interact

with

society

in

a

more

respectful

and

sustainable

manner.

Sustainability

in

this

case

is

defined

as

a

company

that

invests

in

its

people,

systems,

partners

and

products

for

the

long-term

and

this

can

only

be

accomplished

repeatedly

with

proper

governance.

Incentives

play

a

major

role

in

this

as

well,

and

through

proper

governance,

the

proper

incentives

should

arise.

What

this

means

for

our

holdings

is

that,

over

time,

the

companies

that

we

invest

in

can

survive

and

possibly

thrive

in

environments

such

as

this.

Companies

with

proper

governance

will

likely

have

taken

on

less

debt

to

expand

an

earnings

base

to

hit

compensation

targets

or

to

repurchase

shares

to

hit

said

targets.

They

will

also

have

likely

invested

in

longer-cycle

capital

projects

that

may

decrease

reported

earnings

today

but

will

put

themselves

in

a

stronger

position

in

the

future.

This

sacrifice

probably

won’t

be

shared

by

management

teams

that

are

only

motivated

by

compensation

and

compensation

structures,

which

for

the

most

part,

are

short-term

in

nature.

We

construct

a

portfolio

of

companies

that

strives

to

offer

these

attributes.

As

a

result,

the

strategy

has

compounded

wealth

since

its

inception.

We

have

been

managing

Socially

Responsible

portfolios

since

the

inception

of

the

company

and

are

now

in

our

30th

year

of

doing

so.

We

are

not

a

“Johnny-come-lately”

when

it

comes

to

investing

on

behalf

of

our

clients

socially

responsible

desires

and

wishes.

We

believe

it

is

our

approach,

our

relentless

focus

on

the

long-term

that

has

allowed

us

to

be

successful

for

so

long.

Speaking

of

time

frames,

the

response

we

have

seen

in

the

market

to

this

pandemic

is

so

far

nothing

short

of

panic.

And

it

is

easy

to

fall

into

panic

responses;

after

all,

we

have

not

witnessed

anything

like

this

in

our

lifetimes.

Yet,

as

value

investors,

we

deal

with

fear

and

panic

and

their

effects

on

markets

on

a

somewhat

regular

basis;

one

could

say

that

is

the

nature

of

being

a

value

investor.

It

has

been

our

experience

that

at

the

onset

of

panic-driven

markets

asset

class

correlations

tend

to

converge

towards

one.

Only

after

a

period

of

time

do

market

participants’

sense

of

reason

return

and

become

more

discerning.

It

is

usually

then—after

investors

stop

letting

the

headlines

drive

irrational,

short-term

decisions

and

start

to

widen

their

time

horizon—that

those

who

have

the

wherewithal

are

able

to

take

advantage

of

this

environment.

Those

who

have

the

assets

that

have

been

damaged

by

poor

decision-making

and

short

time

horizons

will

see

them

continue

to

depreciate.

We

believe

strongly

that

we

are

in

the

former

group.

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

March

31,

2020

13

In

the

short

term,

we

cannot

control

the

vicissitudes

of

market

participants.

When

correlations

go

to

one

and

everything

declines

simultaneously,

there

are

few

places

to

hide.

Once

again,

we

believe

this

will

be

sorted

out

with

time,

but

for

now,

relative

performance

shortfalls

for

the

first

quarter

of

2020

can

be

largely

attributed

to

our

holdings

in

financials,

real

estate

and

industrials.

Nearly

all

of

the

panic

in

the

market

is

focused

on

the

short-term

impacts

to

economically

sensitive

companies.

REIT’s,

whose

asset

prices

usually

tend

to

be

negatively

correlated

to

interest

rates

(interest

rates

go

down,

REIT

prices

go

up),

were

hit

unusually

hard.

The

shutdown

can

have

a

large

impact

on

tenants’

ability

to

pay

rent

and

therefore

the

REIT’s

ability

to

service

its

debt.

Due

to

the

typical

capital

structure

of

a

REIT,

which

is

funded

by

debt

rather

than

equity,

a

crisis

like

this

will

have

an

impact

on

a

large

swath

of

REIT’s

ability

to

service

debt,

and

we

are

evaluating

our

holdings.

The

market’s

myopia

seems

most

pronounced

in

the

industrial

sector.

The

perspectives

taken

on

the

companies

we

own

in

this

industry

are

short-sighted

at

best.

The

companies

we

own

have

business

models

which

are

designed

to

position

themselves

for

longer

term

success.

For

example,

Union

Pacific

is

one

of

the

best

managed

railroads

in

the

United

States.

It

is

also

nearly

10

times

more

energy-

efficient

than

other

modes

of

transportation

and

is

highly

unlikely

to

be

disintermediated.

When,

not

if,

economic

activity

resumes,

sellers

of

this

company

are

likely

to

regret

their

decision.

In

the

financial

sector

we

share

the

market’s

concern

of

higher

default

rates

and

continued

net

interest

margin

compression,

yet

we

do

not

agree

with

the

magnitude.

After

a

short

spell

the

yield

curve

has

returned

to

a

more

normal

shape

and

economic

activity

will

eventually

resume.

For

the

companies

we

own,

a

short-term

spike

in

defaults

does

not

permanently

impair

the

asset,

yet

a

longer-term

lower

level

of

interest

rates

does.

We

have

adjusted

our

holdings

accordingly.

Having

a

long-term

perspective

and

the

mandate

to

purchase

like-minded

companies

is

a

benefit

in

environments

like

this.

From

our

perspective,

stock

valuations

in

general

are

approaching

extreme

lows

not

seen

since

the

last

financial

crisis

and

in

some

cases

even

before

then.

We

are

therefore

using

this

opportunity,

as

we

have

in

the

past,

to

reallocate

our

investment

capital

towards

companies

with

attractive

prospective

returns

on

capital

where

valuations

would

have

precluded

us

from

doing

so

until

recently.

During

the

first

quarter

of

2020

we

initiated

positions

in

Genuine

Parts,

Berkshire

Hathaway

and

TE

Connectivity.

These

are

companies

we

classify

as

“quality

upgrades”

to

the

portfolio.

These

stocks

rarely

trade

at

low

earnings

multiples

and

opportunities

for

us

to

own

them

in

the

portfolio

are

few.

Given

the

declines

in

the

overall

market

in

the

first

quarter,

we

have

continued

in

our

effort

to

“high-grade”

the

holdings

in

the

portfolio,

positioning

us

with

the

opportunity

for

long-term

success.

Berkshire

Hathaway

is

the

most

under-represented

company

of

its

size

in

any

of

the

ESG

indexes.

We

do

not

think

this

is

due

to

its

poor

ESG

scores.

As

with

any

data,

one

can

use

it

to

make

any

point

one

wishes

and

so

it

is

with

Berkshire

Hathaway.

Let’s

assess

what

appears

to

be

the

general

disregard

towards

Berkshire

from

two

different

angles.

The

first

relates

to

corporate

governance

and

the

second

relates

to

its

participation

in

energy.

On

the

first,

common

perception

is

such

that

the

board

lacks

independence

and

suffers

from

an

elevated

average

age.

On

the

surface

this

is

indisputable.

Yet

we

must,

emphasis

on

must,

caution

against

accepting

the

standard

definition

of

independence.

Corporate

America

has

succeeded

in

establishing

independent

boards;

Sarbanes

Oxley

accelerated

the

change.

This

common

definition

is

nevertheless

altogether

different

than

concluding

that

corporate

America

has

created

qualified

boards,

particularly

when

members

show

up

to

board

meetings

a

few

times

a

year,

the

service

or

presence

for

which

they

receive

significant

compensation.

Such

compensation

can

come

with

a

significant

and

hidden

cost—the

cost

of

acquiescence.

It

can

be

opined

that

board

members

are

essentially

bought

off

by

management.

In

consultants’

“qualified”

opinion,

managers

must

be

paid

in-line

with

their

peers

in

order

to

remain

competitive.

Given

the

short-term

tenure

of

the

average

CEO,

however,

compensation

is

often

based

on

reaching

short-term

milestones

with

no

regard

to

the

company’s

long-term

success.

We

encourage

the

reader

to

peruse

Berkshire

Hathaway’s

most

recent

letter

to

shareholders

for

a

more

succinct

perspective

on

the

topic.

The

travesty

that

the

typical

board

has

become

is

anathema

to

Berkshire

Hathaway’s

management.

Few

managements

have

as

long

a

tenure

as

Warren

Buffett

and

Charlie

Munger.

Few

managements

have

as

much

vested

in

the

long-term

well-being

of

their

companies

as

do

Warren

and

Charlie.

As

such

we

clearly

are

alone

in

viewing

corporate

governance

under

a

different

lens

than

our

peers,

indexers

in

particular.

As

it

relates

to

age,

Mr.

Buffett

and

Mr.

Munger

skew

the

average

of

the

entire

up

significantly.

Excluding

them

results

in

the

average

age

not

noticeably

different

than

the

average

board.

We’d

caution

against

attempting

to

remove

either

Mr.

Buffett

or

Mr.

Munger

from

the

board

and

are

therefore

also

apparently

of

a

different

mindset

than

most.

We

believe

that

in

this

business,

ability

and

capacity

is

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

March

31,

2020

14

much

more

important

than

age.

As

far

as

capital

allocators

go,

few

are

as

adept

as

Mr.

Buffett

and

Mr.

Munger.

We

strongly

suggest

that

proper

capital

allocation

goes

hand

in

hand

with

proper

corporate

governance,

something

we

appreciate.

Secondly,

energy

has

experienced

significant

disdain

from

many

ESG

investors.

We

do

not

question

the

motive

behind

such

perceptions.

Yet,

any

company

the

size

of

Berkshire

Hathaway,

or

Apple

or

Microsoft

or

Alphabet

for

that

matter,

make

use

of

energy

and

also

need

to

be

viewed

objectively.

Berkshire

has

modest

participation

within

energy

due

to

its

electric

utility

and

generating

assets.

What

goes

unspoken

yet

should

be

lauded

by

the

ESG

community,

however,

is

the

fact

that

Berkshire

Hathaway

is

among

the

largest

renewable

energy

companies

in

the

United

States.

Yet

sometimes,

when

they

don’t

fit

into

an

overall

narrative,

it

is

simply

more

convenient

to

omit

positive

attributes.

Weighing

positives

against

negatives,

analyzing

improvements

in

overall

corporate

citizenship

and

making

an

independent

judgement

is

what

we

do,

a

point

which

is

sorely

lacking

in

passive

strategies.

So

in

the

first

quarter

of

2020

we

purchased

Berkshire

Hathaway.

We

believe

it

should

have

one

of

the

highest

corporate

governance

scores

among

many

of

its

peers

plus

it

operates

one

of

the

largest

renewable

businesses

in

the

United

States.

Our

purchase

rationale

was

also

based

on

SKBA’s

fundamental

and

valuation

frameworks.

Berkshire

has

one

of

the

safest

balance

sheets—a

desirable

attribute

that

is

not

widely

considered—and

we

believe

it

is

currently

selling

at

a

significant

discount

to

fair

value.

We

are

not

ignoring

possible

difficulties

the

company

will

face

over

the

next

few

months.

We

are

saying

that

from

our

very

different

than

consensus

vantage

point,

the

company

represents

a

desirable

investment

opportunity.

During

the

quarter

we

eliminated

CenturyLink

and

Sensata.

Although

it

owns

very

attractive

and

unique

assets,

CenturyLink’s

financial

leverage

means

that

its

priorities

are

limited

and

it

may

not

be

able

to

grow

amidst

the

economic

decline.

Given

the

pause

in

economic

activity,

financially

levered

companies

end

up

with

less

flexibility,

and

we

decided

to

exit

in

favor

of

other,

less

leveraged

companies.

We

decided

to

swap

our

holdings

in

Sensata

with

TE

Connectivity.

TE

Connectivity

is

a

leader

in

connectors

and

sensors

in

every

market

it

competes

in.

Its

products

are

increasingly

being

utilized

as

more

applications

require

harsh

environment

connectors

and

sensors.

While

its

end-markets

will

be

affected

by

the

halt

in

economic

activity,

the

effect

should

prove

to

be

temporary

and

this

company

has

the

financial

capacity

to

withstand

a

slowdown.

Both

had

declined

meaningfully. 

While

Comcast

has

held

up

well

in

the

decline

due

to

the

consistent

nature

of

its

revenues,

its

price

recently

declined

to

a

point

that

allowed

us

to

add

to

our

position

in

this

company

with

attractive

content

generating

assets

along

with

a

dominant

position

in

the

U.S.

cable

industry.

The

decline

in

the

price

of

Royal

Phillips

was

simply

more

than

deserved,

like

many

in

this

volatile

market.

Once

again,

with

Phillips,

the

decline

allowed

us

to

increase

our

position

in

this

healthcare

company

with

dominant

global

market

share.

Furthermore,

one

of

its

main

competitors,

GE,

is

facing

severe

financial

distress

and

should

allow

Phillips

to

accelerate

its

advance

on

GE’s

market

share.

In

contrast

to

the

first

quarter

of

2020,

the

fourth

quarter

of

2019

was

in

many

ways

a

mirror

image

of

the

period

a

year

ago,

not

just

in

the

level

of

stock

returns,

but

also

in

some

of

the

contributors.

Utilities,

consumer

staples,

communication

services

and

real

estate,

all

top

performing

sectors

in

the

fourth

quarter

of

2018,

were

the

worst

performing

sectors

in

the

Russell

1000

Value

respectively

in

last

quarter

of

2019.

The

reasons

for

this

see-saw

have

little

to

do

with

actual

fundamentals

and

more

about

how

certain

sectors

or

stocks

have

behaved

in

the

past

under

similar

circumstances,

which

may

seem

to

work

in

the

short-run;

however,

fundamentals

matter

more

in

the

long-run.

When

markets

crashed

in

the

fourth

quarter

of

2018,

trade

tensions

were

at

their

most

extreme

and

the

Federal

Reserve

was

in

a

balance

sheet

reduction

and

credit

tightening

mode;

investors

feared

the

worst

with

a

global

recession

brought

on

by

an

imminent

trade

war.

Sectors

considered

safe

had

been

highly

preferred

as

bond

substitutes

over

the

last

ten

years

and

so

when

the

markets

grew

fearful

and

interest

rates

declined,

these

“safe

sectors”

benefitted.

A

year

later,

however,

following

the

announcement

of

a

trade

deal,

amidst

signs

that

the

global

economy

is

bottoming

and

as

interest

rates

slowly

begin

to

rise

for

economic

reasons,

the

market

has

shown

its

preference

for

more

cyclical

stocks

and

as

a

result,

last

year’s

“safe

sectors”

have

held

the

index

back.

This

back

and

forth

preference

between

safe

and

cyclical

stocks

while

ignoring

fundamentals

all

in

a

year’s

time

just

goes

to

show

how

irrationally

the

market

can

behave

and

also

provided

a

little

insight

into

what

would

happen

in

the

first

quarter

of

2020.

It

is

times

like

these,

where

short-term

noise

overshadows

long-term

fundamentals,

where

we

get

great

opportunities

to

buy.

In

the

fourth

quarter

of

2019,

we

initiated

positions

in

Amgen

and

NetApp.

Amgen

added

to

what

we

view

as

an

incredibly

undervalued

healthcare

sector.

NetApp’s

recent

stock

decline

resulted

in

us

eliminating

our

long

held

position

in

Hewlett

Packard

on

relative

strength

into

what

we

feel

is

a

better

run

company

with

less

uncertainty.

Oaktree

was

finally

acquired

by

Brookfield

Asset

Management

(BAM),

itself

already

a

top

position

in

the

strategy.

We

feel

that

the

acquisition

further

strengthens

BAM’s

business

model

and

adds

desirable

counter-cyclical

revenues.

We

also

eliminated

M&T

Bank.

We

admire

M&T

as

an

operator;

nevertheless,

at

this

point

in

the

economic

cycle,

we

have

discovered

companies

even

more

depressed

in

price

with

better

full-cycle

return

opportunities.

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

March

31,

2020

15

The

rebound

at

the

end

of

the

quarter

notwithstanding,

if

past

is

precedent,

we’d

expect

continued

volatility

for

a

number

of

months.

Similar

to

2008-2009

as

well

as

2000-2002,

an

investor

does

not

need

to

try

to

pick

the

ultimate

bottom.

Bottoms

are

established

over

periods

of

weeks

and

months.

As

such,

we

are

not

reacting

to

the

daily

excess

of

headlines,

headlines

which

are

prone

to

shorten

investor

time

horizons

and

result

in

poor

decision-making.

We

will

continue

to

ask

the

difficult

questions,

rely

on

what

we

believe

companies

can

earn

over

a

complete

cycle

and

relentlessly

pursue

superior

governance

structure.

We

will

continue

to

ask

whether

their

business

models

are

being

disrupted

and

whether

they

will

be

able

to

take

advantage

of

the

distress

that

their

peers

may

be

experiencing.

Asking

those

questions

so

far

during

the

downturn

has

resulted

in

us

purchasing

good

companies

at

rarely

available

prices.

We

expect

to

continue

to

do

so

as

we

believe

markets

may

increasingly

recognize

that

many

companies

have

been

unduly

discounted

and

underlying

fundamentals

should

improve.

____________________________________________________________________________

Current

and

future

portfolio

holdings

are

subject

to

change

and

risk.

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,

2020

16

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.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratio

(gross)

is

5.78%.

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,

2021

(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

approved

by

the

Board,

made

within

three

years

of

the

fee

waiver

or

expense

reimbursement

and

does

not

cause

the

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

to

exceed

the

lesser

of

(i)

the

then-current

Expense

Cap

and

(ii)

the

Expense

Cap

in

place

at

the

time

the

fees/expenses

were

waived/reimbursed.

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.

For

the

most

recent

month-end

performance,

please

call

(855)

409-2297.

The

Fund

recently

experienced

significant

negative

short-term

performance

due

to

market

volatility

associated

with

the

COVID-19

pandemic.

Average

Annual

Total

Returns

Periods

Ended

March

31,

2020

One

Year

Five

Year

Ten

Year

Since

Inception

01/03/05

Baywood

Socially

Responsible

Fund

-21.43%

-1.35%

4.30%

2.96%

Morningstar

US

Large

Value

TR

Index

-14.66%

3.93%

7.74%

5.14%

*

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,

2020

17

See

Notes

to

Financial

Statements.

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's instruments

as

of

March

31,

2020. 

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

-

97.2%

Basic

Materials

-

4.4%

3,200‌

Nutrien,

Ltd.

$

108,608‌

2,600‌

The

Mosaic

Co.

28,132‌

136,740‌

Capital

Goods

/

Industrials

-

2.2%

500‌

Cummins,

Inc.

67,660‌

Communication

Services

-

11.4%

2,300‌

Comcast

Corp.,

Class A

79,074‌

3,800‌

Discovery,

Inc.,

Class C 

(a)

66,652‌

900‌

The

Walt

Disney

Co.

86,940‌

2,200‌

Verizon

Communications,

Inc.

118,206‌

350,872‌

Consumer

Discretionary

-

5.8%

1,700‌

Aptiv

PLC

83,708‌

700‌

Genuine

Parts

Co.

47,131‌

2,500‌

Kontoor

Brands,

Inc.

47,925‌

178,764‌

Consumer

Staples

-

5.6%

2,000‌

Mondelez

International,

Inc.,

Class A

100,160‌

600‌

PepsiCo.,

Inc.

72,060‌

172,220‌

Energy

-

2.0%

4,800‌

Devon

Energy

Corp.

33,168‌

2,100‌

Schlumberger,

Ltd.

28,329‌

61,497‌

Financials

-

20.5%

3,500‌

Air

Lease

Corp.

77,490‌

1,300‌

American

Express

Co.

111,293‌

3,300‌

American

International

Group,

Inc.

80,025‌

3,900‌

Bank

of

America

Corp.

82,797‌

300‌

Berkshire

Hathaway,

Inc.,

Class B 

(a)

54,849‌

1,600‌

BOK

Financial

Corp.

68,096‌

2,789‌

Brookfield

Asset

Management,

Inc.,

Class A

123,413‌

2,600‌

Radian

Group,

Inc.

33,670‌

631,633‌

Health

Care

-

21.4%

300‌

Amgen,

Inc.

60,819‌

1,200‌

AstraZeneca

PLC,

ADR

53,592‌

600‌

Becton

Dickinson

and

Co.

137,862‌

900‌

Gilead

Sciences,

Inc.

67,284‌

2,000‌

Koninklijke

Philips

NV,

ADR

80,320‌

400‌

Laboratory

Corp.

of

America

Holdings 

(a)

50,556‌

700‌

Medtronic

PLC

63,126‌

300‌

Regeneron

Pharmaceuticals,

Inc. 

(a)

146,487‌

660,046‌

Real

Estate

-

3.6%

3,500‌

Brookfield

Property

Partners

LP

28,210‌

9,300‌

VEREIT,

Inc.

REIT

45,477‌

2,300‌

Weyerhaeuser

Co.

REIT

38,985‌

112,672‌

Technology

-

13.9%

3,000‌

Cisco

Systems,

Inc.

117,930‌

4,400‌

Corning,

Inc.

90,376‌

1,300‌

Intel

Corp.

70,356‌

1,100‌

NetApp,

Inc.

45,859‌

900‌

NXP

Semiconductors

NV

74,637‌

500‌

TE

Connectivity,

Ltd.

31,490‌

430,648‌

Shares

Security

Description

Value

Transportation

-

6.4%

6,600‌

AP

Moller

-

Maersk

A/S,

ADR

$

29,502‌

12,800‌

Atlas

Corp.

98,432‌

500‌

Union

Pacific

Corp.

70,520‌

198,454‌

Total

Common

Stock

(Cost

$3,341,483)

3,001,206‌

Shares

Security

Description

Value

Money

Market

Fund

-

0.9%

27,855‌

Morgan

Stanley

Institutional

Liquidity

Funds

Government

Portfolio,

Institutional

Class,

0.23% 

(b)

(Cost

$27,855)

27,855‌

Investments,

at

value

-

98.1%

(Cost

$3,369,338)

$

3,029,061‌

Other

Assets

&

Liabilities,

Net

-

1.9%

58,297‌

Net

Assets

-

100.0%

$

3,087,358‌

ADR

American

Depositary

Receipt

LP

Limited

Partnership

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,

2020.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

3,001,206‌

Level

2

-

Other

Significant

Observable

Inputs

27,855‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

3,029,061‌

PORTFOLIO

HOLDINGS

%

of

Total

Investments

Basic

Materials

4.5%‌

Capital

Goods

/

Industrials

2.2%‌

Communication

Services

11.6%‌

Consumer

Discretionary

5.9%‌

Consumer

Staples

5.7%‌

Energy

2.0%‌

Financials

20.9%‌

Health

Care

21.8%‌

Real

Estate

3.7%‌

Technology

14.2%‌

Transportation

6.6%‌

Money

Market

Fund

0.9%‌

100.0%‌

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

STATEMENT

OF

ASSETS

AND

LIABILITIES

March

31,

2020

18

See

Notes

to

Financial

Statements.

ASSETS

Investments,

at

value

(Cost

$3,369,338)

$

3,029,061‌

Receivables:

Fund

shares

sold

1,527‌

Investment

securities

sold

42,930‌

Dividends

10,002‌

From

investment

advisor

8,080‌

Prepaid

expenses

14,843‌

Total

Assets

3,106,443‌

LIABILITIES

Payables:

Fund

shares

redeemed

190‌

Accrued

Liabilities:

Trustees’

fees

and

expenses

27‌

Fund

services

fees

4,657‌

Other

expenses

14,211‌

Total

Liabilities

19,085‌

NET

ASSETS

$

3,087,358‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

3,465,812‌

Distributable

earnings

(378,454‌)

NET

ASSETS

$

3,087,358‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

374,827‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE

$

8.24‌

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

STATEMENT

OF

OPERATIONS

SIX

MONTHS

ENDED

MARCH

31,

2020

19

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$802)

$

49,445‌

Total

Investment

Income

49,445‌

EXPENSES

Investment

advisor

fees

14,804‌

Fund

services

fees

31,338‌

Transfer

agent

fees

8,974‌

Custodian

fees

2,470‌

Registration

fees

9,653‌

Professional

fees

13,730‌

Trustees'

fees

and

expenses

1,988‌

Other

expenses

11,057‌

Total

Expenses

94,014‌

Fees

waived

and

expenses

reimbursed

(75,192‌)

Net

Expenses

18,822‌

NET

INVESTMENT

INCOME

30,623‌

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

on

investments

21,764‌

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

(1,102,938‌)

NET

REALIZED

AND

UNREALIZED

LOSS

(1,081,174‌)

DECREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

(1,050,551‌)

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

20

See

Notes

to

Financial

Statements.

For

the

Six

Months

Ended

March

31,

2020

For

the

Year

Ended

September

30,

2019

OPERATIONS

Net

investment

income

$

30,623‌

$

52,605‌

Net

realized

gain

21,764‌

102,477‌

Net

change

in

unrealized

appreciation

(depreciation)

(1,102,938‌)

(260,772‌)

Decrease

in

Net

Assets

Resulting

from

Operations

(1,050,551‌)

(105,690‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

Investor

Shares

‌-

(204,892‌)

Institutional

Shares

(82,239‌)

(149,124‌)

Total

Distributions

Paid

(82,239‌)

(354,016‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

Investor

Shares

‌-

167,328‌

Institutional

Shares

641,265‌

2,373,806‌

Reinvestment

of

distributions

Investor

Shares

‌-

193,403‌

Institutional

Shares

79,664‌

146,187‌

Redemption

of

shares

Investor

Shares

‌-

(2,701,698‌)

Institutional

Shares

(325,164‌)

(295,860‌)

Increase

(Decrease)

in

Net

Assets

from

Capital

Share

Transactions

395,765‌

(116,834‌)

Decrease

in

Net

Assets

(737,025‌)

(576,540‌)

NET

ASSETS

Beginning

of

Period

3,824,383‌

4,400,923‌

End

of

Period

$

3,087,358‌

$

3,824,383‌

SHARE

TRANSACTIONS

Sale

of

shares

Investor

Shares

‌-

14,949‌

Institutional

Shares

57,840‌

218,445‌

Reinvestment

of

distributions

Investor

Shares

‌-

19,029‌

Institutional

Shares

7,383‌

14,302‌

Redemption

of

shares

Investor

Shares

‌-

(248,092‌)

Institutional

Shares

(31,409‌)

(26,646‌)

Increase

(Decrease)

in

Shares

33,814‌

(8,013‌)

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

FINANCIAL

HIGHLIGHTS

21

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,

2020

For

the

Years

Ended

September

30,

2019

2018

2017

2016

2015

INSTITUTIONAL

SHARES

NET

ASSET

VALUE,

Beginning

of

Year

$

11.21‌

$

12.60‌

$

11.43‌

$

10.15‌

$

10.18‌

$

11.45‌

INVESTMENT

OPERATIONS

Net

investment

income

(a)

0.08‌

0.18‌

0.12‌

0.10‌

0.14‌

0.14‌

Net

realized

and

unrealized

gain

(loss)

(2.84‌)

(0.53‌)

1.31‌

1.33‌

0.66‌

(0.99‌)

Total

from

Investment

Operations

(2.76‌)

(0.35‌)

1.43‌

1.43‌

0.80‌

(0.85‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.08‌)

(0.16‌)

(0.10‌)

(0.15‌)

(0.30‌)

(0.13‌)

Net

realized

gain

(0.13‌)

(0.88‌)

(0.16‌)

–‌

(0.53‌)

(0.29‌)

Total

Distributions

to

Shareholders

(0.21‌)

(1.04‌)

(0.26‌)

(0.15‌)

(0.83‌)

(0.42‌)

NET

ASSET

VALUE,

End

of

Year

$

8.24‌

$

11.21‌

$

12.60‌

$

11.43‌

$

10.15‌

$

10.18‌

TOTAL

RETURN

(25.02‌)%(b)

(1.79‌)%

12.66‌%

14.18‌%

8.40‌%

(7.70‌)%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000s

omitted)

$

3,087‌

$

3,824‌

$

1,699‌

$

5,404‌

$

5,555‌

$

238,379‌

Ratios

to

Average

Net

Assets:

Net

investment

income

1.45‌%(c)

1.60‌%

1.01‌%

0.92‌%

1.35‌%

1.22‌%

Net

expenses

0.89‌%(c)

0.89‌%

0.89‌%

0.89‌%

0.89‌%

0.89‌%(d)

Gross

expenses(e)

4.44‌%(c)

5.78‌%

3.03‌%

2.64‌%

1.00‌%

0.87‌%

PORTFOLIO

TURNOVER

RATE

14‌%(b)

33‌%

31‌%

42‌%

57‌%

29‌%

(a)

Calculated

based

on

average

shares

outstanding

during

each

period.

(b)

Not

annualized.

(c)

Annualized.

(d)

Ratio

includes

waivers

and

previously

waived

investment

advisory

fees

recovered.  The

impact

of

the

recovered

fees

may

cause

a

higher

net

expense

ratio.

(e)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

BAYWOOD

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

22

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.

On

June

14,

2019,

the

Trust’s

Board

of

Trustees

approved

the

conversion

of

the

outstanding

shares

of

the

Funds’

Investor

Shares,

in

a

tax-free

exchange

into

shares

of

the

Funds’

Institutional

Shares

and

the

closure

of

the

Investor

Shares

to

new

investments.

On

August

19,

2019,

each

shareholder

of

the

Funds’

Investor

Shares

received

Institutional

Shares

in

a

dollar

amount

equal

to

their

investment

in

the

Investor

Shares

as

of

that

date.

Summary

of

Significant

Accounting

Policies

The

Funds

are

investment

companies

and

follow

accounting

and

reporting

guidance

under

Financial

Accounting

Standards

Board

(“FASB”)

Accounting

Standards

Codification

(“ASC”)

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.

Each

Fund

values

its

investments

at

fair

value

pursuant

to

procedures

adopted

by

the

Trust’s

Board

of

Trustees

(the

“Board”)

if

(1)

market

quotations

are

not

readily

available

or

(2)

the

Advisor,

as

defined

in

Note

3,

believes

that

the

values

available

are

unreliable.

The

Trust’s

Valuation

Committee,

as

defined

in

each

Fund’s

registration

statement,

performs

certain

functions

as

they

relate

to

the

administration

and

oversight

of

each

Fund’s

valuation

procedures.

Under

these

procedures,

the

Valuation

Committee

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.

BAYWOOD

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

23

The

Valuation

Committee

may

work

with

the

Advisor

to

provide

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

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

Valuation

Committee

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,

2020,

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

and

discount

is

accreted

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,

2020,

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.

BAYWOOD

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

24

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

such

claims

is

considered

remote.

Each

Fund

has

determined

that

none

of

these

arrangements

requires

disclosure

on

each

Fund’s

balance

sheet.

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

serves

as

each

Fund’s

distributor

(the

“Distributor”).

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

–

The

Trust

pays

each

Independent

Trustee

an

annual

fee

of

$16,000

($21,000

for

the

Chairman)

for

service

to

the

Trust.

The

Independent

Trustees

and

Chairman

may

receive

additional

fees

for

special

Board

meetings.

The

Independent

Trustees

are

also

reimbursed

for

all

reasonable

out-of-pocket

expenses

incurred

in

connection

with

their

duties

as

Trustees,

including

travel

and

related

expenses

incurred

in

attending

Board

meetings.

The

amount

of

Independent

Trustees’

fees

attributable

to

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.

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)

for

Institutional

Shares

to

0.70%

through

January

31,

2021,

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)

for

Institutional

Shares

to

0.89%

through

January

31,

2021,

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,

2020,

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

approved

by

the

Board,

made

within

three

years

of

the

fee

waiver

or

expense

reimbursement,

and

does

not

cause

the

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

to

exceed

the

lesser

of

(i)

the

then-current

expense

cap,

or

(ii)

the

expense

cap

in

place

at

the

time

the

fees/expenses

were

waived/reimbursed.

As

of

March

31,

2020,

$330,272

and

$336,517

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

$

6,984‌

$

54,663‌

$

10,188‌

$

71,835‌

Baywood

Socially

Responsible

Fund

14,804‌

50,017‌

10,371‌

75,192‌

BAYWOOD

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

25

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,

2020

were

as

follows:

Federal

Income

Tax

As

of

March

31,

2020

,

the

cost

for

federal

income

tax

purposes

is

substantially

the

same

as

for

financial

statement

purposes

and

the

components

of

net

unrealized

depreciation

were

as

follows:

As

of

September

30,

2019,

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,

partnerships

and

equity

return

of

capital.

Subsequent

Events

Management

is

currently

evaluating

the

recent

introduction

of

the

COVID-19

virus

and

its

impact

on

the

financial

services

industry

and

has

concluded

that

while

it

is

reasonably

possible

that

the

virus

could

have

a

negative

effect

on

the

fair

value

of

each

Funds'

investments

and

results

of

operations,

the

specific

impact

is

not

readily

determinable

as

of

the

date

of

these

financial

statements.

The

financial

statements

do

not

include

any

adjustments

that

might

result

from

the

outcome

of

this

uncertainty.

Purchases

Sales

Baywood

Value

Plus

Fund

$

650,829‌

$

965,736‌

Baywood

Socially

Responsible

Fund

611,686

550,564

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Depreciation

Baywood

Value

Plus

Fund

$

150,506‌

$

(515,926‌)

$

(365,420‌)

Baywood

Socially

Responsible

Fund

331,165‌

(671,442‌)

(340,277‌)

Undistributed

Ordinary

Income

Undistributed

Long-Term

Gain

Unrealized

Appreciation

Total

Baywood

Value

Plus

Fund

$

1,141‌

$

25,916‌

$

363,704‌

$

390,761‌

Baywood

Socially

Responsible

Fund

1,807‌

51,361‌

701,168‌

754,336‌

Baywood

Funds

ADDITIONAL

INFORMATION

March

31,

2020

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

or

may

be

reviewed

and

copied

at

the

SEC’s

Public

Reference

Room

in

Washington,

D.C.

Information

on

the

operation

of

the

Public

Reference

Room

may

be

obtained

by

calling

(800)

SEC-0330.

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,

2019

through

March

31,

2020.

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,

2019

Ending

Account

Value

March

31,

2020

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Baywood

Value

Plus

Fund

Actual

$

1,000.00‌

$

749.96‌

$

3.06‌

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

$

749.82‌

$

3.89‌

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

44

Montgomery

Street,

Suite

3500

San

Francisco,

CA

94104

TRANSFER

AGENT

Apex

Fund

Services

P.O.

Box

588

Portland,

ME

04112

www.theapexgroup.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-0320

CARAVAN

FRONTIER

MARKETS

OPPORTUNITIES

FUND

SUPRA

INSTITUTIONAL

SHARES

(

CSFOX)

SEMI-ANNUAL

REPORT

MARCH

31,

2020

(Unaudited)

Beginning

on

January

1,

2021,

as

permitted

by

regulations

adopted

by

the

Securities

and

Exchange

Commission,

paper

copies

of

the

Fund’s

shareholder

reports

will

no

longer

be

sent

by

mail,

unless

you

specifically

request

paper

copies

of

the

reports

from

the

Fund

or

from

your

financial

intermediary,

such

as

a

broker-dealer

or

bank.

Instead,

the

reports

will

be

made

available

on

a

website,

and

you

will

be

notified

by

mail

each

time

a

report

is

posted

and

provided

with

a

website

link

to

access

the

report.

If

you

already

elected

to

receive

shareholder

reports

electronically,

you

will

not

be

affected

by

this

change

and

you

need

not

take

any

action.

You

may

elect

to

receive

shareholder

reports

and

other

communications

from

the

Fund

or

your

financial

intermediary

electronically

by

contacting

the

Fund

at

(844)

856-1516,

caravan.ta@apexfs.com,

or

by

contacting

your

financial

intermediary

directly.

You

may

elect

to

receive

all

future

reports

in

paper

free

of

charge.

You

can

inform

the

Fund

or

your

financial

intermediary

that

you

wish

to

continue

receiving

paper

copies

of

your

shareholder

reports

by

contacting

the

Fund

at

(844)

856-1516,

caravan.ta@apexfs.com,

or

by

contacting

your

financial

intermediary

directly.

Your

election

to

receive

reports

in

paper

will

apply

to

the

Caravan

Frontier

Markets

Opportunities

Fund.

Caravan

Frontier

Markets

Opportunities

Fund

SCHEDULE

OF

INVESTMENTS

March

31,

2020

1

See

Notes

to

Financial

Statements.

Shares

Security

Description

Value

Common

Stock

-

89.7%

Argentina

-

4.0%

10,900‌

Adecoagro

SA 

(a)

$

42,401‌

7,800‌

Banco

BBVA

Argentina

SA,

ADR

20,436‌

2,500‌

Banco

Macro

SA,

ADR

42,450‌

85,685‌

Bolsas

y

Mercados

Argentinos

SA 

(b)

247,399‌

15,217‌

Grupo

Clarin

SA,

GDR 

(a)(b)(c)

11,200‌

363,886‌

Bangladesh

-

6.3%

673,939‌

Beximco

Pharmaceuticals,

Ltd.,

GDR

272,057‌

600,304‌

Golden

Harvest

Agro

Industries,

Ltd. 

(b)

119,943‌

21,571‌

GrameenPhone,

Ltd. 

(b)

61,630‌

6,604‌

Youngone

Corp.

121,247‌

574,877‌

Colombia

-

1.5%

4,300‌

Bancolombia

SA,

ADR

107,328‌

84,907‌

CEMEX

Latam

Holdings

SA 

(a)

31,145‌

138,473‌

Cyprus

-

1.1%

129,872‌

Bank

of

Cyprus

Holdings

PLC 

(a)

96,111‌

Egypt

-

4.8%

12,035‌

Commercial

International

Bank

Egypt

SAE

44,936‌

125,694‌

Egyptian

Financial

Group-Hermes

Holding

Co.

66,201‌

27,098‌

Egyptian

International

Pharmaceuticals

EIPICO

97,305‌

171,940‌

ElSewedy

Electric

Co.

85,642‌

13,147‌

Integrated

Diagnostics

Holdings

PLC 

(d)

44,042‌

299,726‌

Oriental

Weavers

102,448‌

440,574‌

Estonia

-

1.1%

142,300‌

Tallink

Grupp

AS

99,815‌

Georgia

-

3.6%

10,603‌

Bank

of

Georgia

Group

PLC

120,505‌

18,358‌

Georgia

Capital

PLC 

(a)

96,911‌

12,478‌

TBC

Bank

Group

PLC

112,367‌

329,783‌

Iceland

-

2.7%

2,518,210‌

Kvika

banki

hf 

(a)

150,131‌

564,359‌

Origo

HF

92,577‌

242,708‌

Kazakhstan

-

4.2%

26,261‌

Halyk

Savings

Bank

of

Kazakhstan

JSC,

GDR

241,601‌

23,797‌

KCell

JSC,

GDR

142,306‌

383,907‌

Kenya

-

4.8%

401,700‌

Equity

Group

Holdings

PLC

129,821‌

407,300‌

KCB

Group,

Ltd.

135,702‌

695,100‌

Safaricom

PLC

175,016‌

440,539‌

Kuwait

-

10.1%

16,341‌

Humansoft

Holding

Co.

KSC

122,688‌

159,950‌

Mabanee

Co.

SAK

323,988‌

104,625‌

Mobile

Telecommunications

Co.

KSC

172,481‌

130,065‌

National

Bank

of

Kuwait

SAKP

299,190‌

918,347‌

Lithuania

-

1.4%

333,853‌

Siauliu

Bankas

AB

127,768‌

Mauritius

-

0.7%

11,300‌

MCB

Group,

Ltd. 

(b)

65,082‌

Shares

Security

Description

Value

Nigeria

-

3.0%

3,819,329‌

Guaranty

Trust

Bank

PLC

$

177,201‌

3,063,570‌

Zenith

Bank

PLC

93,955‌

271,156‌

Pakistan

-

3.7%

50,600‌

Lucky

Cement,

Ltd.

112,929‌

133,600‌

MCB

Bank,

Ltd.

120,071‌

21,752‌

NetSol

Technologies,

Inc. 

(a)

54,380‌

111,000‌

Oil

&

Gas

Development

Co.,

Ltd.

51,450‌

338,830‌

Peru

-

6.2%

111,489‌

Alicorp

SAA,

Class C

238,762‌

1,600‌

Credicorp,

Ltd.

228,912‌

266,307‌

Ferreycorp

SAA

97,769‌

565,443‌

Philippines

-

8.8%

3,731,900‌

Cosco

Capital,

Inc. 

(c)

348,535‌

3,051,600‌

Megaworld

Corp.

150,000‌

198,157‌

Metropolitan

Bank

&

Trust

Co.

155,845‌

19,141,000‌

STI

Education

Systems

Holdings,

Inc. 

(c)

150,539‌

804,919‌

Romania

-

4.0%

413,607‌

Banca

Transilvania

SA

171,371‌

70,638‌

BRD-Groupe

Societe

Generale

SA

189,208‌

360,579‌

Senegal

-

1.7%

7,137‌

Sonatel

SA

155,938‌

Slovenia

-

1.1%

1,400‌

Krka

dd

Novo

mesto

100,055‌

Sri

Lanka

-

3.3%

463,819‌

John

Keells

Holdings

PLC 

(b)

303,318‌

Ukraine

-

2.0%

31,184‌

MHP

SE,

GDR 

(a)

187,104‌

United

Arab

Emirates

-

0.4%

948,036‌

Gulf

Marine

Services

PLC 

(a)(c)

37,682‌

Vietnam

-

9.2%

1,172,000‌

CP

Pokphand

Co.,

Ltd.

92,215‌

116,600‌

FPT

Corp.

202,916‌

32,003‌

LS

Cable

&

System

Asia,

Ltd.

179,554‌

128,520‌

Military

Commercial

Joint

Stock

Bank

73,737‌

185,628‌

PetroVietnam

Technical

Services

Corp.

70,740‌

30,490‌

Taseco

Air

Services

JSC

52,932‌

139,500‌

Vietnam

Engine

&

Agricultural

Machinery

Corp.

165,389‌

837,483‌

Total

Common

Stock

(Cost

$14,079,318)

8,184,377‌

Investment

Company

-

2.9%

1,030,897‌

Fondul

Proprietatea

SA

(Cost

$230,764)

261,079‌

Exchange

Traded

Funds

-

3.4%

98,000‌

iShares

COLCAP

ETF

281,672‌

1,169‌

iShares

MSCI

Frontier

100

ETF

24,958‌

Total

Exchange

Traded

Funds

(Cost

$490,809)

306,630‌

Money

Market

Fund

-

2.0%

185,594‌

First

American

Government

Obligations

Fund,

Class X,

0.40% 

(e)

(Cost

$185,594)

185,594‌

Investments,

at

value

-

98.0%

(Cost

$14,986,485)

$

8,937,680‌

Other

Assets

&

Liabilities,

Net

-

2.0%

184,692‌

Net

Assets

-

100.0%

$

9,122,372‌

Caravan

Frontier

Markets

Opportunities

Fund

SCHEDULE

OF

INVESTMENTS

March

31,

2020

2

See

Notes

to

Financial

Statements.

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

as

of

March

31,

2020. 

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

following

is

a

reconciliation

of

Level

3

investments

for

which

significant

unobservable

inputs

were

used

to

determine

fair

value.

*The

change

in

unrealized

appreciation/(depreciation)

is

included

in

net

change

in

unrealized

appreciation

(depreciation)

of

investments

in

the

accompanying

Statement

of

Operations.

ADR

American

Depositary

Receipt

ETF

Exchange

Traded

Fund

GDR

Global

Depositary

Receipt

JSC

Joint

Stock

Company

PLC

Public

Limited

Company

(a)

Non-income

producing

security.

(b)

Security

fair

valued

in

accordance

with

procedures

adopted

by

the

Board

of

Trustees.

At

the

period

end,

the

value

of

these

securities

amounted

to

$808,572

or

8.9%

of

net

assets.

(c)

All

or

a

portion

of

this

security

is

illiquid.

(d)

Security

exempt

from

registration

under

Rule

144A

under

the

Securities

Act

of

1933.

At

the

period

end,

the

value

of

these

securities

amounted

to

$44,042

or

0.5%

of

net

assets.

(e)

Dividend

yield

changes

daily

to

reflect

current

market

conditions.

Rate

was

the

quoted

yield

as

of

March

31,

2020.

Level

1

Level

2

Level

3

Total

Investments

at

Value

Common

Stock

Argentina

$

105,287‌

$

258,599‌

$

–‌

$

363,886‌

Bangladesh

393,304‌

–‌

181,573‌

574,877‌

Colombia

138,473‌

–‌

–‌

138,473‌

Cyprus

96,111‌

–‌

–‌

96,111‌

Egypt

440,574‌

–‌

–‌

440,574‌

Estonia

99,815‌

–‌

–‌

99,815‌

Georgia

329,783‌

–‌

–‌

329,783‌

Iceland

242,708‌

–‌

–‌

242,708‌

Kazakhstan

383,907‌

–‌

–‌

383,907‌

Kenya

440,539‌

–‌

–‌

440,539‌

Kuwait

918,347‌

–‌

–‌

918,347‌

Lithuania

127,768‌

–‌

–‌

127,768‌

Mauritius

–‌

–‌

65,082‌

65,082‌

Nigeria

271,156‌

–‌

–‌

271,156‌

Pakistan

338,830‌

–‌

–‌

338,830‌

Peru

565,443‌

–‌

–‌

565,443‌

Philippines

804,919‌

–‌

–‌

804,919‌

Romania

360,579‌

–‌

–‌

360,579‌

Senegal

155,938‌

–‌

–‌

155,938‌

Slovenia

100,055‌

–‌

–‌

100,055‌

Sri

Lanka

–‌

–‌

303,318‌

303,318‌

Ukraine

187,104‌

–‌

–‌

187,104‌

United

Arab

Emirates

37,682‌

–‌

–‌

37,682‌

Vietnam

837,483‌

–‌

–‌

837,483‌

Investment

Company

261,079‌

–‌

–‌

261,079‌

Exchange

Traded

Funds

306,630‌

–‌

–‌

306,630‌

Money

Market

Fund

–‌

185,594‌

–‌

185,594‌

Investments

at

Value

$

7,943,514‌

$

444,193‌

$

549,973‌

$

8,937,680‌

Common

Stock

Balance

as

of

September

30,

2019

$

-

Purchases

61,630

Transfer

In

488,343

Change

in

Unrealized

Appreciation/

(Depreciation)

-

Balance

as

of

March

31,

2020

$

549,973

Net

change

in

unrealized

appreciation

(depreciation)

from

investments

held

as

of

March

31,

2020*

$

-

PORTFOLIO

HOLDINGS

%

of

Total

Investments

Argentina

4.1%‌

Bangladesh

6.4%‌

Colombia

1.6%‌

Cyprus

1.1%‌

Egypt

4.9%‌

Estonia

1.1%‌

Georgia

3.7%‌

Iceland

2.7%‌

Kazakhstan

4.3%‌

Kenya

4.9%‌

Kuwait

10.3%‌

Lithuania

1.4%‌

Mauritius

0.7%‌

Nigeria

3.0%‌

Pakistan

3.8%‌

Peru

6.3%‌

Philippines

9.0%‌

Romania

4.1%‌

Senegal

1.8%‌

Slovenia

1.1%‌

Sri

Lanka

3.4%‌

Ukraine

2.1%‌

United

Arab

Emirates

0.4%‌

Vietnam

9.4%‌

Investment

Company

2.9%‌

Exchange

Traded

Funds

3.4%‌

Money

Market

Fund

2.1%‌

100.0%‌

Caravan

Frontier

Markets

Opportunities

Fund

STATEMENT

OF

ASSETS

AND

LIABILITIES

March

31,

2020

3

See

Notes

to

Financial

Statements.

*

Shares

redeemed

or

exchanged

within

90

days

of

purchase

are

charged

a

2.00%

redemption

fee.

ASSETS

Investments,

at

value

(Cost

$14,986,485)

$

8,937,680‌

Foreign

currency

(Cost

$198,944)

197,852‌

Receivables:

Dividends

16,649‌

Prepaid

expenses

3,957‌

Total

Assets

9,156,138‌

LIABILITIES

Payables:

Foreign

capital

gains

tax

payable

24,420‌

Accrued

Liabilities:

Investment

adviser

fees

124‌

Trustees’

fees

and

expenses

24‌

Fund

services

fees

3,350‌

Other

expenses

5,848‌

Total

Liabilities

33,766‌

NET

ASSETS

$

9,122,372‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

17,095,314‌

Distributable

earnings

(7,972,942‌)

NET

ASSETS

$

9,122,372‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

1,660,457‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE

$

5.49‌

Caravan

Frontier

Markets

Opportunities

Fund

STATEMENT

OF

OPERATIONS

SIX

MONTHS

ENDED

MARCH

31,

2020

4

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$19,950)

$

177,828‌

Total

Investment

Income

177,828‌

EXPENSES

Investment

adviser

fees

81,828‌

Fund

services

fees

37,815‌

Transfer

agent

fees

8,507‌

Custodian

fees

17,898‌

Registration

fees

1,522‌

Professional

fees

15,618‌

Trustees'

fees

and

expenses

2,999‌

Other

expenses

16,581‌

Total

Expenses

182,768‌

Fees

waived

(85,994‌)

Net

Expenses

96,774‌

NET

INVESTMENT

INCOME

81,054‌

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

loss

on:

Investments

(Net

of

foreign

withholding

taxes

of

$11,316)

(1,036,870‌)

Foreign

currency

transactions

(18,653‌)

Net

realized

loss

(1,055,523‌)

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments

(2,234,739‌)

Deferred

foreign

capital

gains

taxes

5,571‌

Foreign

currency

translations

(2,022‌)

Net

change

in

unrealized

appreciation

(depreciation)

(2,231,190‌)

NET

REALIZED

AND

UNREALIZED

LOSS

(3,286,713‌)

DECREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

(3,205,659‌)

Caravan

Frontier

Markets

Opportunities

Fund

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

5

See

Notes

to

Financial

Statements.

For

the

Six

Months

Ended

March

31,

2020

For

the

Year

Ended

September

30,

2019

OPERATIONS

Net

investment

income

$

81,054‌

$

442,767‌

Net

realized

loss

(1,055,523‌)

(820,643‌)

Net

change

in

unrealized

appreciation

(depreciation)

(2,231,190‌)

(1,475,654‌)

Decrease

in

Net

Assets

Resulting

from

Operations

(3,205,659‌)

(1,853,530‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

Institutional

Shares

–‌

(13,207‌)

Supra

Institutional

Shares

(482,301‌)

(201,950‌)

Total

Distributions

Paid

(482,301‌)

(215,157‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares:

Institutional

Shares

–‌

51,975‌

Supra

Institutional

Shares

629,801‌

5,937,954‌*

Reinvestment

of

distributions:

Institutional

Shares

–‌

13,207‌

Supra

Institutional

Shares

482,301‌

201,950‌

Redemption

of

shares:

Institutional

Shares

–‌

(1,243,346‌)*

Supra

Institutional

Shares

(5,020,487‌)

(1,831,369‌)

Redemption

fees:

Institutional

Shares

–‌

–‌

Supra

Institutional

Shares

128‌

913‌

Increase

(Decrease)

in

Net

Assets

from

Capital

Share

Transactions

(3,908,257‌)

3,131,284‌

Increase

(Decrease)

in

Net

Assets

(7,596,217‌)

1,062,597‌

NET

ASSETS

Beginning

of

Period

16,718,589‌

15,655,992‌

End

of

Period

$

9,122,372‌

$

16,718,589‌

SHARE

TRANSACTIONS

Sale

of

shares:

Institutional

Shares

–‌

6,434‌

Supra

Institutional

Shares

79,818‌

724,996‌*

Reinvestment

of

distributions:

Institutional

Shares

–‌

1,691‌

Supra

Institutional

Shares

59,617‌

25,891‌

Redemption

of

shares:

Institutional

Shares

–‌

(159,422‌)*

Supra

Institutional

Shares

(628,653‌)

(224,763‌)

Increase

(Decrease)

in

Shares

(489,218‌)

374,827‌

*

The

above

figure

includes

transfers

of

$1,127,928

and

145,164

and

144,978

shares

from

the

Institutional

Shares

to

the

Supra

Institutional

Shares,

respectively,

as

a

result

of

the

liquidation

of

the

Institutional

Shares

on

September

30,

2019.

Caravan

Frontier

Markets

Opportunities

Fund

FINANCIAL

HIGHLIGHTS

6

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,

2020

For

the

Year

Ended

September

30,

2019

November

15,

2017

(a)

Through

September

30,

2018

SUPRA

INSTITUTIONAL

SHARES

NET

ASSET

VALUE,

Beginning

of

Period

$

7.78‌

$

8.82‌

$

10.00‌

INVESTMENT

OPERATIONS

Net

investment

income

(b)

0.04‌

0.22‌

0.19‌

Net

realized

and

unrealized

loss

(2.06‌)

(1.14‌)

(1.37‌)

Total

from

Investment

Operations

(2.02‌)

(0.92‌)

(1.18‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.27‌)

(0.12‌)

(0.00‌)(c)

Total

Distributions

to

Shareholders

(0.27‌)

(0.12‌)

(0.00‌)

REDEMPTION

FEES(b)

0.00‌(c)

0.00‌(c)

0.00‌(c)

NET

ASSET

VALUE,

End

of

Period

$

5.49‌

$

7.78‌

$

8.82‌

TOTAL

RETURN

(27.06‌)%(d)

(10.48‌)%

(11.77‌)%(d)

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

9,122‌

$

16,719‌

$

14,324‌

Ratios

to

Average

Net

Assets:

Net

investment

income

1.09‌%(e)

2.71‌%

2.15‌%(e)

Net

expenses

1.30‌%(e)

1.30‌%

1.30‌%(e)

Gross

expenses

(f)

2.46‌%(e)

2.51‌%

3.04‌%(e)

PORTFOLIO

TURNOVER

RATE

18‌%(d)

24‌%

12‌%(d)

(a)

Commencement

of

operations.

(b)

Calculated

based

on

average

shares

outstanding

during

each

period.

(c)

Less

than

$0.01

per

share.

(d)

Not

annualized.

(e)

Annualized.

(f)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

Caravan

Frontier

Markets

Opportunities

Fund

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

7

Organization

The

Caravan

Frontier

Markets

Opportunities

Fund

(the

“Fund”)

is

a

diversified

portfolio

of

Forum

Funds

II

(the

“Trust”).

The

Trust

is

a

Delaware

statutory

trust

that

is

registered

as

an

open-end,

management

investment

company

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“Act”).

Under

its

Trust

Instrument,

the

Trust

is

authorized

to

issue

an

unlimited

number

of

the

Fund’s

shares

of

beneficial

interest

without

par

value.

The

Fund

commenced

operations

on

November

14,

2017

and

currently

offers

Supra

Institutional

Shares.

Supra

Institutional

Shares

commenced

operations

on

November

15,

2017.

The

Fund’s

investment

objective

is

long-

term

capital

appreciation.

On

August

6,

2019,

the

Trust’s

Board

of

Trustees

approved

the

conversion

of

the

outstanding

shares

of

the

Fund’s

Institutional

Shares,

in

a

tax-free

exchange

into

shares

of

the

Fund’s

Supra

Institutional

Shares

and

the

closure

of

the

Institutional

Shares

to

new

investments.

On

September

30,

2019,

each

shareholder

of

the

Institutional

Shares

received

Supra

Institutional

Shares

in

a

dollar

amount

equal

to

their

investment

in

the

Institutional

Shares

as

of

that

date.

Summary

of

Significant

Accounting

Policies

The

Fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

under

Financial

Accounting

Standards

Board

(“FASB”)

Accounting

Standards

Codification

(“ASC”)

Topic

946,

“Financial

Services

–

Investment

Companies.”

These

financial

statements

are

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(“GAAP”),

which

require

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities,

the

disclosure

of

contingent

liabilities

at

the

date

of

the

financial

statements,

and

the

reported

amounts

of

increases

and

decreases

in

net

assets

from

operations

during

the

fiscal

period.

Actual

amounts

could

differ

from

those

estimates.

The

following

summarizes

the

significant

accounting

policies

of

the

Fund:

Security

Valuation

–

Securities

are

valued

at

market

prices

using

the

last

quoted

trade

or

official

closing

price

from

the

principal

exchange

where

the

security

is

traded,

as

provided

by

independent

pricing

services

on

each

Fund

business

day.

In

the

absence

of

a

last

trade,

securities

are

valued

at

the

mean

of

the

last

bid

and

ask

price

provided

by

the

pricing

service.

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.

The

Fund

values

its

investments

at

fair

value

pursuant

to

procedures

adopted

by

the

Trust’s

Board

of

Trustees

(the

“Board”)

if

(1)

market

quotations

are

not

readily

available

or

(2)

the

Adviser,

as

defined

in

Note

3,

believes

that

the

values

available

are

unreliable.

The

Trust’s

Valuation

Committee,

as

defined

in

the

Fund’s

registration

statement,

performs

certain

functions

as

they

relate

to

the

administration

and

oversight

of

the

Fund’s

valuation

procedures.

Under

these

procedures,

the

Valuation

Committee

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

Valuation

Committee

may

work

with

the

Adviser

to

provide

valuation

inputs.

In

determining

fair

valuations,

inputs

may

include

market-based

analytics

that

may

consider

related

or

comparable

assets

or

liabilities,

recent

transactions,

market

multiples,

book

values

and

other

relevant

investment

information.

Adviser

inputs

may

include

an

income-based

approach

in

which

the

anticipated

future

cash

flows

of

the

investment

are

discounted

in

determining

fair

value.

Discounts

may

also

be

applied

based

on

the

nature

or

duration

of

any

restrictions

on

the

disposition

of

the

investments.

The

Valuation

Committee

performs

regular

reviews

of

valuation

methodologies,

key

inputs

and

assumptions,

disposition

analysis

and

market

activity.

Fair

valuation

is

based

on

subjective

factors

and,

as

a

result,

the

fair

value

price

of

an

investment

may

differ

from

the

security’s

market

price

and

may

not

be

the

price

at

which

the

asset

may

be

sold.

Fair

valuation

could

result

in

a

different

NAV

than

a

NAV

determined

by

using

market

quotes.

GAAP

has

a

three-tier

fair

value

hierarchy.

The

basis

of

the

tiers

is

dependent

upon

the

various

“inputs”

used

to

determine

the

value

of

the

Fund’s

investments.

These

inputs

are

summarized

in

the

three

broad

levels

listed

below:

Level

1

-

Quoted

prices

in

active

markets

for

identical

assets

and

liabilities.

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

Caravan

Frontier

Markets

Opportunities

Fund

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

8

Level

2

in

the

hierarchy.

Other

securities

that

are

categorized

as

Level

2

in

the

hierarchy

include,

but

are

not

limited

to,

warrants

that

do

not

trade

on

an

exchange,

securities

valued

at

the

mean

between

the

last

reported

bid

and

ask

quotation

and

international

equity

securities

valued

by

an

independent

third

party

with

adjustments

for

changes

in

value

between

the

time

of

the

securities’

respective

local

market

closes

and

the

close

of

the

U.S.

market.

Level

3

-

Significant

unobservable

inputs

(including

the

Fund’s

own

assumptions

in

determining

the

fair

value

of

investments).

The

aggregate

value

by

input

level,

as

of

March

31,

2020,

for

the

Fund’s

investments

is

included

in

the

Fund’s

Schedule

of

Investments.

Security

Transactions,

Investment

Income

and

Realized

Gain

and

Loss

–

Investment

transactions

are

accounted

for

on

the

trade

date.

Dividend

income

is

recorded

on

the

ex-dividend

date.

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.

Income

and

capital

gains

on

some

foreign

securities

may

be

subject

to

foreign

withholding

taxes,

which

are

accrued

as

applicable.

Interest

income

is

recorded

on

an

accrual

basis.

Premium

is

amortized

and

discount

is

accreted

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.

Foreign

Currency

Translations

–

Foreign

currency

amounts

are

translated

into

U.S.

dollars

as

follows:

(1)

assets

and

liabilities

at

the

rate

of

exchange

at

the

end

of

the

respective

period;

and

(2)

purchases

and

sales

of

securities

and

income

and

expenses

at

the

rate

of

exchange

prevailing

on

the

dates

of

such

transactions.

The

portion

of

the

results

of

operations

arising

from

changes

in

the

exchange

rates

and

the

portion

due

to

fluctuations

arising

from

changes

in

the

market

prices

of

securities

are

not

isolated.

Such

fluctuations

are

included

with

the

net

realized

and

unrealized

gain

or

loss

on

investments.

Foreign

Currency

Transactions

–

The

Fund

may

enter

into

transactions

to

purchase

or

sell

foreign

currency

contracts

and

options

on

foreign

currency.

Forward

currency

contracts

are

agreements

to

exchange

one

currency

for

another

at

a

future

date

and

at

a

specified

price.

A

fund

may

use

forward

currency

contracts

to

facilitate

transactions

in

foreign

securities,

to

manage

a

fund’s

foreign

currency

exposure

and

to

protect

the

U.S.

dollar

value

of

its

underlying

portfolio

securities

against

the

effect

of

possible

adverse

movements

in

foreign

exchange

rates.

These

contracts

are

intrinsically

valued

daily

based

on

forward

rates,

and

a

fund’s

net

equity

therein,

representing

unrealized

gain

or

loss

on

the

contracts

as

measured

by

the

difference

between

the

forward

foreign

exchange

rates

at

the

dates

of

entry

into

the

contracts

and

the

forward

rates

at

the

reporting

date,

is

recorded

as

a

component

of

NAV.

These

instruments

involve

market

risk,

credit

risk,

or

both

kinds

of

risks,

in

excess

of

the

amount

recognized

in

the

Statement

of

Assets

and

Liabilities.

Risks

arise

from

the

possible

inability

of

counterparties

to

meet

the

terms

of

their

contracts

and

from

movement

in

currency

and

securities

values

and

interest

rates.

Due

to

the

risks

associated

with

these

transactions,

a

fund

could

incur

losses

up

to

the

entire

contract

amount,

which

may

exceed

the

net

unrealized

value

included

in

its

NAV.

Distributions

to

Shareholders

–

The

Fund

declares

any

dividends

from

net

investment

income

and

pays

them

annually.

Any

net

capital

gains

and

net

foreign

currency

gains

realized

by

the

Fund

are

distributed

at

least

annually.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Distributions

are

based

on

amounts

calculated

in

accordance

with

applicable

federal

income

tax

regulations,

which

may

differ

from

GAAP.

These

differences

are

due

primarily

to

differing

treatments

of

income

and

gain

on

various

investment

securities

held

by

the

Fund,

timing

differences

and

differing

characterizations

of

distributions

made

by

the

Fund.

Federal

Taxes

–

The

Fund

intends

to

continue

to

qualify

each

year

as

a

regulated

investment

company

under

Subchapter

M

of

Chapter

1,

Subtitle

A,

of

the

Internal

Revenue

Code

of

1986,

as

amended

(“Code”),

and

to

distribute

all

of

its

taxable

income

to

shareholders.

In

addition,

by

distributing

in

each

calendar

year

substantially

all

of

its

net

investment

income

and

capital

gains,

if

any,

the

Fund

will

not

be

subject

to

a

federal

excise

tax.

Therefore,

no

federal

income

or

excise

tax

provision

is

required.

The

Fund

will

file

a

U.S.

federal

income

and

excise

tax

return

as

required.

The

Fund’s

federal

income

tax

returns

are

subject

to

examination

by

the

Internal

Revenue

Service

for

a

period

of

three

fiscal

years

after

they

are

filed.

As

of

March

31,

2020,

there

are

no

uncertain

tax

positions

that

would

require

financial

statement

recognition,

de-recognition

or

disclosure.

Income

and

Expense

Allocation

–

The

Trust

accounts

separately

for

the

assets,

liabilities

and

operations

of

each

of

its

investment

portfolios.

Expenses

that

are

directly

attributable

to

more

than

one

investment

portfolio

are

allocated

among

the

respective

investment

portfolios

in

an

equitable

manner.

Redemption

Fees

–

A

shareholder

who

redeems

or

exchanges

shares

within

90

days

of

purchase

will

incur

a

redemption

fee

of

2.00%

of

the

current

NAV

of

shares

redeemed

or

exchanged,

subject

to

certain

limitations.

The

fee

is

charged

for

the

benefit

of

the

remaining

shareholders

and

will

be

paid

to

the

Fund

to

help

offset

transaction

costs.

The

fee

is

accounted

for

as

an

addition

to

paid-in

capital.

The

Caravan

Frontier

Markets

Opportunities

Fund

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

9

Fund

reserves

the

right

to

modify

the

terms

of

or

terminate

the

fee

at

any

time.

There

are

limited

exceptions

to

the

imposition

of

the

redemption

fee.

Redemption

fees

incurred

for

the

Fund,

if

any,

are

reflected

on

the

Statement

of

Changes

in

Net

Assets.

Commitments

and

Contingencies

–

In

the

normal

course

of

business,

the

Fund

enters

into

contracts

that

provide

general

indemnifications

by

the

Fund

to

the

counterparty

to

the

contract.

The

Fund’s

maximum

exposure

under

these

arrangements

is

dependent

on

future

claims

that

may

be

made

against

the

Fund

and,

therefore,

cannot

be

estimated;

however,

based

on

experience,

the

risk

of

loss

from

such

claims

is

considered

remote.

The

Fund

has

determined

that

none

of

these

arrangements

requires

disclosure

on

the

Fund’s

balance

sheet.

Fees

and

Expenses

Investment

Adviser

–

Caravan

Capital

Management,

LLC

(the

“Adviser”)

is

the

investment

adviser

to

the

Fund.

Pursuant

to

an

investment

advisory

agreement,

the

Adviser

receives

an

advisory

fee,

payable

monthly,

from

the

Fund

at

an

annual

rate

of

1.10%

of

the

Fund’s

average

daily

net

assets.

Distribution

–

Foreside

Fund

Services,

LLC

serves

as

the

Fund’s

distributor

(the

“Distributor”).

The

Fund

does

not

have

a

distribution

(12b-1)

plan;

accordingly,

the

Distributor

does

not

receive

compensation

from

the

Fund

for

its

distribution

services.

The

Adviser

compensates

the

Distributor

directly

for

its

services.

The

Distributor

is

not

affiliated

with

the

Adviser

or

Atlantic

Fund

Administration,

LLC,

a

wholly

owned

subsidiary

of

Apex

US

Holdings,

LLC

(d/b/a

Apex

Fund

Services)

(“Apex”)

or

their

affiliates.

Other

Service

Providers

–

Apex

provides

fund

accounting,

fund

administration,

compliance

and

transfer

agency

services

to

the

Fund.

The

fees

related

to

these

services

are

included

in

Fund

services

fees

within

the

Statement

of

Operations.

Apex

also

provides

certain

shareholder

report

production

and

EDGAR

conversion

and

filing

services.

Pursuant

to

an

Apex

services

agreement,

the

Fund

pays

Apex

customary

fees

for

its

services.

Apex

provides

a

Principal

Executive

Officer,

a

Principal

Financial

Officer,

a

Chief

Compliance

Officer

and

an

Anti-Money

Laundering

Officer

to

the

Fund,

as

well

as

certain

additional

compliance

support

functions.

Trustees

and

Officers

–

The

Trust

pays

each

Independent

Trustee

an

annual

fee

of

$16,000

($21,000

for

the

Chairman)

for

service

to

the

Trust.

The

Independent

Trustees

and

Chairman

may

receive

additional

fees

for

special

Board

meetings.

The

Independent

Trustees

are

also

reimbursed

for

all

reasonable

out-of-pocket

expenses

incurred

in

connection

with

their

duties

as

Trustees,

including

travel

and

related

expenses

incurred

in

attending

Board

meetings.

The

amount

of

Independent

Trustees’

fees

attributable

to

the

Fund

is

disclosed

in

the

Statement

of

Operations.

Certain

officers

of

the

Trust

are

also

officers

or

employees

of

the

above

named

service

providers,

and

during

their

terms

of

office

received

no

compensation

from

the

Fund.

Expense

Reimbursement

and

Fees

Waived

The

Adviser

has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

total

annual

fund

operating

expenses

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

acquired

fund

fees

and

expenses,

proxy

expenses

and

extraordinary

expenses)

to

1.30%

through

February

1,

2021.

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,

2020,

fees

waived

and/or

reimbursed

expenses

were

as

follows:

The

Adviser

may

be

reimbursed

by

the

Fund

for

fees

waived

and

expenses

reimbursed

by

the

Adviser

pursuant

to

the

Expense

Cap

if

such

payment

is

approved

by

the

Board,

made

within

three

years

of

the

fee

waiver

or

expense

reimbursement,

and

does

not

cause

the

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

to

exceed

the

lesser

of

(i)

the

then-current

expense

cap,

or

(ii)

the

expense

cap

in

place

at

the

time

the

fees/expenses

were

waived/reimbursed.

As

of

March

31,

2020,

$444,776

is

subject

to

recapture

by

the

Adviser.

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,

2020

,

were

$2,633,567

and

$6,926,546

,

respectively.

Investment

Adviser

Fees

Waived

Other

Waivers

Total

Fees

Waived

and

Expenses

Reimbursed

$

74,763‌

$

11,231‌

$

85,994‌

Caravan

Frontier

Markets

Opportunities

Fund

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

10

Federal

Income

Tax

As

of

March

31,

2020,

the

cost

of

investments

for

federal

income

tax

purposes

is

substantially

the

same

as

for

financial

statement

purposes and

the

components

of

net

unrealized

depreciation

were

as

follows:

As

of

September

30,

2019,

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

Statement

of

Assets

and

Liabilities

are

primarily

due

to

investments

in

passive

foreign

investment

companies

(“PFIC”)

and

wash

sales.

As

of

September

30,

2019,

the

Fund

had

$90,207

of

available

short-term

capital

loss

carryforwards

and

$717,247

of

available

long-term

capital

loss

carryforwards

that

have

no

expiration

date.

Subsequent

Events

Management

is

currently

evaluating

the

recent

introduction

of

the

COVID-19

virus

and

its

impact

on

the

financial

services

industry

and

has

concluded

that

while

it

is

reasonably

possible

that

the

virus

could

have

a

negative

effect

on

the

fair

value

of

the

Fund's

investments

and

results

of

operations,

the

specific

impact

is

not

readily

determinable

as

of

the

date

of

these

financial

statements.

The

financial

statements

do

not

include

any

adjustments

that

might

result

from

the

outcome

of

this

uncertainty.

Gross

Unrealized

Appreciation

$

69,752‌

Gross

Unrealized

Depreciation

(6,118,557‌)

Net

Unrealized

Depreciation

$

(6,048,805‌)

Undistributed

Ordinary

Income

$

448,269‌

Capital

and

Other

Losses

(807,454‌)

Unrealized

Depreciation

(3,925,797‌)

Total

$

(4,284,982‌)

Caravan

Frontier

Markets

Opportunities

Fund

ADDITIONAL

INFORMATION

March

31,

2020

11

Investment

Advisory

Agreement

Approval

At

the

March

27,

2020

Board

meeting

(the

“March

meeting”),

the

Board,

including

the

Independent

Trustees,

considered

the

approval

of

the

continuance

of

the

investment

advisory

agreement

between

the

Adviser

and

the

Trust

pertaining

to

the

Fund

(the

“Advisory

Agreement”).

In

preparation

for

the

March

meeting,

the

Board

was

presented

with

a

range

of

information

to

assist

in

its

deliberations.

The

Board

requested

and

reviewed

written

responses

from

the

Adviser

to

a

letter

circulated

on

the

Board's

behalf

concerning

the

personnel,

operations,

financial

condition,

performance,

compensation,

and

services

provided

to

the

Fund

by

the

Adviser.

During

its

deliberations,

the

Board

received

an

oral

presentation

from

the

Adviser

and

discussed

the

materials

with

the

Adviser,

independent

legal

counsel

to

the

Independent

Trustees

(“Independent

Legal

Counsel”),

and,

as

necessary,

with

the

Trust's

administrator.

The

Independent

Trustees

also

met

in

executive

session

with

Independent

Legal

Counsel

while

deliberating.

At

the

March

meeting,

the

Board

reviewed,

among

other

matters,

the

topics

discussed

below.

Nature,

Extent

and

Quality

of

Services

Based

on

written

materials

received,

a

presentation

from

senior

representatives

of

the

Adviser

and

a

discussion

with

the

Adviser

about

the

Adviser’s

personnel,

operations

and

financial

condition,

the

Board

considered

the

quality

of

services

to

be

provided

by

the

Adviser

under

the

Advisory

Agreement.

In

this

regard,

the

Board

considered

information

regarding

the

experience,

qualifications

and

professional

background

of

the

portfolio

manager

and

other

personnel

at

the

Adviser

with

principal

responsibility

for

the

Fund,

as

well

as

the

investment

philosophy

and

decision-making

process

of

those

professionals

and

the

capability

and

integrity

of

the

Adviser’s

senior

management

and

staff.

The

Board

considered

also

the

adequacy

of

the

Adviser’s

resources.

The

Board

noted

the

Adviser’s

representation

that

the

firm

is

financially

stable

and

has

the

operational

capability

and

necessary

staffing

and

experience

to

provide

quality

investment

advisory

services

to

the

Fund.

Based

on

the

presentation

and

the

materials

provided

by

the

Adviser

in

connection

with

the

Board’s

consideration

of

the

renewal

of

the

Advisory

Agreement,

the

Board

concluded

that,

overall,

it

was

satisfied

with

the

nature,

extent

and

quality

of

services

to

be

provided

to

the

Fund

under

the

Advisory

Agreement.

Performance

In

connection

with

a

presentation

by

the

Adviser

regarding

its

approach

to

managing

the

Fund,

including

the

investment

objective

and

strategy

of

the

Fund

and

discussion

of

the

performance

achieved

by

the

Adviser,

the

Board

reviewed

the

performance

of

the

Fund

compared

to

its

primary

benchmark.

The

Board

observed

that

the

Fund

underperformed

its

primary

benchmark

index,

the

MSCI

Frontier

Emerging

Markets

Index,

for

the

one-year

period

ended

December

31,

2019,

and

for

the

period

since

the

Fund’s

inception

on

November

15,

2017.

The

Board

also

considered

the

Fund’s

performance

relative

to

an

independent

peer

group

of

funds

identified

by

Broadridge

Financial

Solutions,

Inc.

(“Broadridge”)

believed

to

have

characteristics

similar

to

those

of

the

Fund.

The

Board

observed

that

the

Fund

underperformed

the

median

of

its

Broadridge

peers

for

the

one-year

period

ended

December

31,

2019.

The

Board

noted

the

Adviser’s

representation

that

the

Fund’s

underperformance

relative

to

the

benchmark

and

Broadridge

peers

could

be

attributed,

in

part,

to

the

Fund’s

underweight

exposure

to

investments

in

Kuwait,

which

investments

had

rallied

during

the

period

as

a

result

of

the

upcoming

country

graduation

from

a

“frontier”

to

an

“emerging”

market,

as

well

as

stock

selection

within

Kuwait.

Based

on

the

foregoing

and

other

relevant

factors,

the

Board

concluded

that

the

Adviser’s

management

of

the

Fund

could

benefit

the

Fund

and

its

shareholders.

Compensation

The

Board

evaluated

the

Adviser’s

compensation

for

providing

advisory

services

to

the

Fund

and

analyzed

comparative

information

on

actual

advisory

fee

rates

and

actual

total

expenses

of

the

Fund’s

Broadridge

peers.

The

Board

observed

that

the

Fund’s

actual

advisory

fee

rate

and

actual

total

expense

ratio

were

each

less

than

the

median

of

its

Broadridge

peers.

The

Board

also

recognized

that

the

Adviser

had

contractually

agreed

to

waive

fees

or

reimburse

expenses

to

the

extent

necessary

to

keep

the

total

expense

ratio

of

the

Fund

at

a

competitive

level

and

that,

as

a

result

of

the

contractual

expense

cap

arrangements,

the

Fund’s

total

expense

ratio

was

the

lowest

in

the

Broadridge

peer

group.

Based

on

the

foregoing

and

other

applicable

considerations,

the

Board

concluded

that

the

advisory

fees

paid

to

the

Adviser

by

the

Fund

appeared

to

be

reasonable

in

light

of

the

nature,

extent

and

quality

of

services

provided

by

the

Adviser.

Caravan

Frontier

Markets

Opportunities

Fund

ADDITIONAL

INFORMATION

March

31,

2020

12

Cost

of

Services

and

Profitability

The

Board

considered

information

provided

by

the

Adviser

regarding

the

costs

of

services

and

its

profitability

with

respect

to

the

Fund.

In

this

regard,

the

Board

considered

the

Adviser’s

resources

devoted

to

the

Fund,

as

well

as

the

Adviser’s

discussion

of

the

aggregate

costs

and

profitability

of

its

mutual

fund

activity.

The

Board

noted

the

Adviser’s

representation

that

it

had

subsidized

the

Fund’s

operations

since

the

inception

of

the

Fund

and

had

continued

to

waive

the

entirety

of

its

advisory

fee

to

do

so.

Based

on

these

and

other

applicable

considerations,

the

Board

concluded

that

the

Adviser’s

costs

of

services

and

profits

attributable

to

management

of

the

Fund

were

reasonable

in

the

context

of

all

factors

considered.

Economies

of

Scale

The

Board

considered

whether

the

Fund

would

benefit

from

any

economies

of

scale.

In

this

respect,

the

Board

noted

the

Adviser’s

representation

that

the

Fund

could

benefit

from

economies

of

scale

at

higher

asset

levels,

but

that

the

Adviser

believed

that

economies

of

scale

had

not

been

achieved

at

current

asset

levels.

Based

on

the

foregoing

information

and

other

applicable

factors,

and

in

light

of

the

size

of

the

Fund

and

the

existence

of

the

Adviser’s

contractual

expense

cap

arrangements

with

respect

to

the

Fund,

the

Board

concluded

that

the

asset

level

of

the

Fund

was

not

consistent

with

the

existence

of

economies

of

scale

and

that

economies

of

scale

were

not

a

material

factor

to

consider

in

renewing

the

Advisory

Agreement.

Other

Benefits

The

Board

noted

the

Adviser’s

representation

that,

aside

from

its

contractual

advisory

fees,

it

does

not

benefit

in

a

material

way

from

its

relationship

with

the

Fund.

Based

on

the

foregoing

representation,

the

Board

concluded

that

other

benefits

received

by

the

Adviser

from

its

relationship

with

the

Fund

were

not

a

material

factor

in

approving

the

continuation

of

the

Advisory

Agreement.

Conclusion

The

Board

did

not

identify

any

single

factor

as

being

of

paramount

importance,

and

different

Trustees

may

have

given

different

weight

to

different

factors.

In

addition,

various

materials

provided

to

and

discussed

with

the

Board

throughout

the

year,

including

with

respect

to

performance

and

compliance,

also

informed

the

Board’s

decision.

The

Board

reviewed

a

memorandum

from

Independent

Legal

Counsel

discussing

the

legal

standards

applicable

to

its

consideration

of

the

Advisory

Agreement.

Based

on

its

review,

including

consideration

of

each

of

the

factors

referenced

above,

the

Board,

in

the

exercise

of

its

reasonable

business

judgment,

approved

the

continuation

of

the

Advisory

Agreement.

Proxy

Voting

Information

A

description

of

the

policies

and

procedures

that

the

Fund

uses

to

determine

how

to

vote

proxies

relating

to

securities

held

in

the

Fund’s

portfolio

is

available,

without

charge

and

upon

request,

by

calling

(844)

856-1516

and

on

the

U.S.

Securities

and

Exchange

Commission's

(the

"SEC")

website

at

www.sec.gov.

The

Fund’s

proxy

voting

record

for

the

most

recent

twelve-month

period

ended

June

30

is

available,

without

charge

and

upon

request,

by

calling

(844)

856-1516

and

on

the

SEC’s

website

at

www.sec.gov.

Availability

of

Quarterly

Portfolio

Schedules

The

Fund

files

its

complete

schedule

of

portfolio

holdings

with

the

SEC

for

the

first

and

third

quarters

of

each

fiscal

year

on

Form

N-PORT.

Forms

N-PORT

are

available

free

of

charge

on

the

SEC’s

website

at

www.sec.gov

or

may

be

reviewed

and

copied

at

the

SEC’s

Public

Reference

Room

in

Washington,

D.C.

Information

on

the

operation

of

the

Public

Reference

Room

may

be

obtained

by

calling

(800)

SEC-0330.

Shareholder

Expense

Example

As

a

shareholder

of

the

Fund,

you

incur

two

types

of

costs:

(1)

transaction

costs,

including

redemption

fees,

and

(2)

ongoing

costs,

including

management

fees

and

other

Fund

expenses.

This

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

Fund,

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

The

example

is

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

for

the

entire

period

from

October

1,

2019

through

March

31,

2020.

Caravan

Frontier

Markets

Opportunities

Fund

ADDITIONAL

INFORMATION

March

31,

2020

13

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

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

You

may

use

this

information

to

compare

the

ongoing

costs

of

investing

in

the

Fund

and

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

the

expenses

shown

in

the

table

are

meant

to

highlight

your

ongoing

costs

only

and

do

not

reflect

any

transactional

costs,

such

as

redemption

fees.

Therefore,

the

second

line

of

the

table

is

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

In

addition,

if

these

transactional

costs

were

included,

your

costs

would

have

been

higher.

Beginning

Account

Value

October

1,

2019

Ending

Account

Value

March

31,

2020

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Supra

Institutional

Shares

Actual

$

1,000.00‌

$

729.40‌

$

5.62‌

1.30%‌

Hypothetical

(5%

return

before

expenses)

$

1,000.00‌

$

1,018.50‌

$

6.56‌

1.30%‌

*

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.

CARAVAN

FRONTIER

MARKETS

OPPORTUNITIES

FUND

SUPRA

INSTITUTIONAL

SHARES

(CSFOX)

FOR

MORE

INFORMATION:

P.O.

Box

588

Portland,

ME

04112

(844)

856-1516

(toll

free)

INVESTMENT

ADVISER

Caravan

Capital

Management,

LLC

950

Pacific

Avenue,

Suite

500

Tacoma,

WA

98402

TRANSFER

AGENT

Apex

Fund

Services

P.O.

Box

588

Portland,

ME

04112

www.theapexgroup.com

DISTRIBUTOR

Foreside

Fund

Services,

LLC

Three

Canal

Plaza,

Suite

100

Portland,

Maine

04101

www.foreside.com

This

report

is

submitted

for

the

general

information

of

the

shareholders

of

the

Fund.

It

is

not

authorized

for

distribution

to

prospective

investors

unless

preceded

or

accompanied

by

an

effective

prospectus,

which

includes

information

regarding

the

Fund’s

risks,

objectives,

fees

and

expenses,

experience

of

its

management,

and

other

information.

206-SAR-0320

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 second fiscal quarter of 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.

(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/ Jessica Chase
	Jessica Chase, Principal Executive Officer
Date:	May 28, 2020

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

By:	/s/ Jessica Chase
	Jessica Chase, Principal Executive Officer
Date:	May 28, 2020

By:	/s/ Karen Shaw
	Karen Shaw, Principal Financial Officer
Date:	May 28, 2020