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

As filed with the Securities and Exchange Commission on November 27, 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number 811-22842

FORUM FUNDS II

Three Canal Plaza, Suite 600

Portland, Maine 04101

Zachary Tackett, Principal Executive Officer

Three Canal Plaza, Suite 600

Portland, Maine 04101

207-347-2000

Date of fiscal year end: September 30

Date of reporting period: October 1, 2022– September 30, 2023

ITEM 1. REPORT TO STOCKHOLDERS.

Annual

Report

September

30,

2023

Advised

by:

SKBA

Capital

Management,

LLC

www.baywoodfunds.com

BAYWOOD

VALUE

PLUS

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

September

30,

2023

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

fiscal

year

ended

September

30,

2023.

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

captures

such

pessimism

and

provides

a

useful

starting

point

for

research

into

each

stock’s

underlying

fundamentals.

Over

the

last

fiscal

year,

The

Baywood

Value

Plus

fund

posted

returns

ahead

of

its

peer

group

as

defined

by

Morningstar

but

behind

the

strong

rebound

in

its

benchmark

from

the

lows

of

a

year

ago.

Considering

the

returns

achieved

in

the

Fund

the

year

prior,

we

are

incredibly

pleased

with

cumulative

results

over

this

combined

time

period.

We

mention

2022

only

because

it

was

such

a

challenging

year

for

most

asset

classes,

equities

and

fixed

income

alike.

Any

one

quarter

or

year

doesn’t

typically

tell

much

of

a

story.

We

prefer

to

look

at

returns

over

a

complete

cycle,

and

we

are

fond

of

saying

that

it

isn’t

simply

the

returns

that

one

gets

but

also

those

one

keeps

that

makes

the

successful

record.

The

two-year

snapshot

offers

a

perfect

case

in

point

whereby

if

the

Fund

is

able

to

capture

most

of

the

market’s

upside

and

keep

more

of

those

gains

on

the

downside,

it

will

have

achieved

greater

risk-adjusted

returns

in

a

defensive

manner.

That

is

the

foundation

underlying

the

Baywood

Value

Plus

fund.

During

a

year

–

calendar

2022

–

in

which

equities

declined

18%

or

more

for

the

NASDAQ,

“Growth”

stocks

more

and

“Value”

stocks

less,

the

Fund

increased

roughly

5%,

outperforming

the

vast

majority

of

equity

indices

and

peers.

In

fiscal

2023,

the

Fund

achieved

returns

far

above

historical

averages

albeit

somewhat

less

than

the

Morningstar

Large

Cap

Value

index.

All

indexes

are

not

created

equal,

as

we’ll

examine,

and

the

Fund

outperformed

other

widely

used

Large

Cap

Value

indexes

for

the

year

as

well.

In

a

year

of

strong

equity

returns

and

rising

interest

rates

it

is

no

surprise

to

observe

traditionally

defensive

sectors

lag.

Those

sectors

include

Utilities,

REITs,

Consumer

Staples

and

Healthcare.

Of

those,

two

tend

to

be

particularly

interest-sensitive,

Utilities

and

REITs.

We

have

only

had

modest

exposure

to

all

four

with

the

exception

of

Healthcare,

based

on

concerns

we’ve

had

both

from

a

fundamental

standpoint

and

a

valuation

standpoint.

We

are

at

times

willing

to

overlook

valuation

concerns

if

we

recognize

strong

fundamental

underpinnings;

yet

for

a

number

of

years

we

have

felt

that

in

the

era

of

low

interest

rates

the

majority

of

Utilities,

REITs

and

Consumer

Staples

companies

have

been

unattractive

on

both

fronts.

We

need

to

witness

at

least

one

of

those

two

critical

components

in

order

to

consider

any

investment,

and

preferably

both.

In

our

opinion,

many

within

those

sectors

have

lacked

strong

fundamentals

yet

have

been

highly

valued.

In

our

eyes,

this

combination

tends

to

lead

to

poor

prospective

results.

Last

year

was

a

vindication

of

sorts

in

that

many

REIT’s,

Consumer

Staples

and

Utilities

performed

poorly

and

rising

interest

rates

proved

to

be

the

catalyst.

Being

interest

sensitive,

their

lackluster

performance

is

to

be

expected.

Yet,

to

our

eyes,

it

is

their

elevated

valuations

that

was,

at

one

point

or

another,

going

to

be

their

demise,

not

simply

rising

rates.

As

such,

the

shifting

rate

regimes

can

only

be

viewed

as

the

spark,

nothing

more.

Yet

rising

rates

have

impacted

much

more

than

stock

prices

within

a

few

industries.

Rising

rates,

not

simply

in

the

United

States

but

across

many

geographies,

impact

EVERYTHING.

And

Central

Bank

bulls

are

not

yet

done

creating

havoc

in

the

economic

china

shop.

Our

opinion

is

that

we

remain

at

the

early

stages

of

a

great

normalization

towards

lower

profits

–

worldwide.

The

last

year

or

so

has

clearly

shown

that

inflation

and

interest

rates

can

be

inextricably

linked.

It’s

important

to

revisit

a

statement

which

seemed

to

us

at

the

time

to

be

absolutely

ludicrous

-

that

the

Federal

Reserve,

not

very

long

ago,

believed

inflation

would

be

transient

and

easily

overcome.

An

eye

blink

later

and

interest

rates

are

as

high

as

they’ve

been

in

a

generation

due

to

the

inability

to

conquer

this

“transient”

inflation.

We

need

to

be

clear.

During

ZIRP

regime

(Zero

Interest

Rate

Policy)

that

lasted

over

a

decade,

we

felt

that

interest

rates

were

much

too

low

and

encouraged

risky

behavior.

They

categorically

needed

to

be

higher

than

zero.

One

need

not

be

prescient

to

recognize

that

handing

out

the

equivalent

of

free

money

year

after

year

will

ultimately

create

unintended

consequences.

Yet

due

to

the

pervasiveness

of

ZIRP,

which

itself

was

the

culmination

of

generations

of

easing

monetary

policy,

reversing

this

engrained

doctrine

and

its

effects

will

last

longer

than

many

expect.

In

short,

rates

are

higher

than

they

have

been

in

a

generation

and

that

will

inevitably

continue

to

produce

negative

effects

throughout

the

economy.

Interest

rates

affect

everything.

We

have

already

seen

the

failure

of

a

number

of

banks,

large

and

small,

domestic

and

international.

The

housing

market

is

as

dysfunctional

as

it

has

been

since

the

Global

Financial

Crisis,

albeit

in

entirely

different

respects.

Loans

on

office

buildings

in

the

greatest

metropolitan

areas

are

being

defaulted

on,

not

by

deadbeat

borrowers

but

by

some

of

the

largest

financial

firms

in

the

world.

The

vaunted

Blackstone

Group

and

Brookfield

Corporation

are

handing

back

the

office

keys,

and

true

price

discovery

in

many

central

business

districts

is

beginning

to

appear.

Buildings

are

“trading”

at

60%

discounts

to

their

prior

sale

prices!

Someone

ultimately

has

to

take

the

hit

and

if

it’s

not

the

lenders

because

they’ve

securitized

the

loans,

then

it

is

pensions

and

other

funds.

Losses

cannot

simply

vanish

without

consequence.

BAYWOOD

VALUE

PLUS

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

September

30,

2023

2

Interest

rates

and

by

association

the

cost

of

capital,

also

affects

everything.

Some

sectors

have

already

felt

the

impact

of

higher

rates.

Yet

this

pernicious

effect

is

nowhere

near

having

run

its

course,

in

our

opinion.

While

some

sectors

of

commercial

real

estate

have

already

been

impacted,

the

majority

of

corporate

America

has

yet

to

suffer

the

consequences

which

are

likely

to

surface

over

the

next

two

years.

Many

companies,

companies

we’ll

call

“zombies,”

have

been

allowed

to

roam

unfettered

and

have

created

uneconomic

competition

due

to

their

previous

low

cost

of

capital.

We’ll

be

emphatic

in

saying

that

this

jig

is

up!

With

demand

softening,

input

costs

such

as

transportation,

packaging

and

labor,

increasing

and

the

cost

of

debt

on

maturities

also

increasing,

there

are

few

alternatives

available

to

these

zombies.

Located

downtown

San

Francisco,

one

might

suspect

we’re

referring

to

unprofitable

technology

companies

which

no

longer

have

much

venture

funding

available

to

them.

That

suspicion

would

be

appropriate

as

that

is

clearly

one

of

many

outcomes

of

higher

rates,

even

if

such

companies

manage

to

survive

the

impact

of

dramatically

higher

capital

costs.

Yet

we’re

actually

referring

to

businesses

that

have

been

part

of

the

American

fabric

for

decades.

Hanes

Brands

is

a

company

that

has

likely

found

its

way

into

every

American

household

over

the

years.

It

has

massive

debt

maturities

due

in

2026

which

will

most

likely

be

rolled

into

debt

at

much

higher

rates,

yet

it

raises

the

question

as

to

whether

the

company

will

have

the

wherewithal

to

make

those

payments.

Newell

Rubbermaid,

a

purveyor

of

Elmers

Glue,

Mister

Coffee

appliances,

Coleman

stoves

and,

yes,

Rubbermaid

tubs,

binged

on

acquisitions

which

made

little

sense

at

the

time

and

for

which

it

will

soon

suffer

the

effects

when

it’s

debt

comes

due.

The

same

can

be

said

about

B&G

Foods,

owners

of

Cream

of

Wheat,

Ortega

salsa

and

Green

Giant

canned

vegetables

and

VFCorp,

cobblers

of

Vans

and

Timberland

shoes

and

makers

of

Jansport

backpacks

and

the

North

Face

apparel.

The

list

goes

on.

We

are

not

in

the

business

of

shorting

stocks

but

despite

their

depressed

valuations

we

are

on

the

lookout

for

such

corporate

denizens

to

avoid.

In

many

cases

they

have

cut

their

dividends

in

order

to

safeguard

their

cash.

In

other

instances,

they

will

cut

them

shortly

or

will

cut

them

a

second

time.

Share

buybacks,

another

outcome

of

free

money,

have

long

disappeared

for

most

and

asset

dispositions

are

beginning

to

take

place.

The

piper,

or

the

reaper

as

the

case

may

be,

will

visit

these

companies

and

many

more

in

the

next

year

or

two.

We

are

at

the

point

where

we

finally

come

full

circle

as

we

return

to

the

monetary

mandarins,

as

James

Grant

has

referred

to

them.

Central

banks

are

fully

aware

of

these

massive

looming

effects

on

corporations

and

in

aggregate

on

the

economy.

As

such,

they

are

once

again

waiting

until

they

get

closer

to

the

breaking

point

before

they

are

forced

to

become

accommodative.

Raise

rates

and

create

a

crisis

or

lower

rates

and

promote

uneconomic

corporate

behavior;

this

vicious

loop

is

what

is

referred

to

as

the

debt

trap

and

it

is

not

a

circumstance

that

can

be

remedied

in

a

year

or

so.

The

Baywood

Value

Plus

fund

invests

in

companies

across

sectors

in

order

to

maintain

adequate

diversification,

and

it

does

so

by

typically

purchasing

companies

with

excess

cash

flows

with

which

to

reward

its

shareholders.

It

looks

for

valuation

attraction

combined

with

fundamental

attraction,

or

at

a

minimum,

fundamental

improvement.

During

the

year,

the

purchases

of

Fedex,

Lowe’s

and

Weyerhaeuser

exemplify

this

discipline.

Weyerhaeuser

declined

in

price

for

a

number

of

reasons

which

include

its

classification

as

a

REIT,

its

housing

related

business

and

trade

with

China.

While

Weyerhaeuser

is

indeed

a

REIT,

unlike

others,

it

is

not

dependent

on

capital

markets

in

order

to

fund

its

growth;

this

is

an

important

distinction.

Housing

has

indeed

slowed

and

lumber

prices

have

declined

as

a

result.

Nevertheless,

building

standards

have

recently

changed

in

multi-unit

and

semi-high

rise

buildings

to

the

benefit

of

lumber.

These

changes

will

accrue

to

Weyerhaeuser’s

gain

over

time

and

we

are

likely

to

see

incremental

demand

growth

over

the

foreseeable

future.

Lastly,

while

the

U.S.’

relationship

with

China

has

indeed

deteriorated,

lumber

exports

to

the

Chinese

market

are

not

the

driving

force

for

the

company’s

growth.

We

seek

situations

where

perceptions

are

worse

than

economic

reality;

Weyerhaeuser,

Fedex

and

Lowe’s

epitomize

these

characteristics.

As

mentioned

at

the

onset

of

the

report,

the

Fund

underperformed

the

Morningstar

Large

Cap

Value

Index

yet

outperformed

other

large

cap

value

benchmarks

with

greater

style

purity.

Nearly

the

entire

performance

variance

can

be

attributed

to

one

company;

we

won’t

make

anybody

guess

which

one.

The

company

in

question

is

Meta.

Meta

of

Facebook,

Instagram,

WhatsApp

and

the

Metaverse.

Meta

of

the

“Magnificent

Seven,”

as

the

largest

seven

technology

and

growth

companies

are

referred

to

these

days.

Meta,

which

falls

in

that

same

category

as

Nvidia,

Apple,

Microsoft,

Amazon,

Alphabet

and

Tesla,

was

during

parts

of

last

year,

the

largest

position

in

the

Morningstar

Large

Cap

Value

Communications

sector

and

one

of

the

largest

holdings

in

the

entire

benchmark.

We

could

slice

and

dice

performance

differences

many

other

ways

but

we

would

end

up

asking

the

same

question.

Does

Meta

belong

in

a

Value

index?

And

does

it

belong

as

one

of

the

largest

weights

in

that

index?

We

leave

the

answer

up

to

the

reader.

We

will

only

suggest

that

style

purity

has

been

compromised

when

one

of

the

“Magnificent

Seven”

finds

its

way

as

one

of

the

largest

holdings

in

a

Value

benchmark.

During

the

year,

errors

of

commission

(Meta

perhaps

being

viewed

as

an

error

of

omission)

include

International

Flavors

&

Fragrances,

Nutrien,

Verizon,

Northern

Trust,

RTX

and

Realty

Income.

All

of

these

positions

declined

in

price

during

the

year

and

as

such

had

negative

contribution

and

hindered

relative

returns.

Yet

only

International

Flavors

and

Fragrances

and

Northern

Trust

were

eliminated

BAYWOOD

VALUE

PLUS

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

September

30,

2023

3

from

the

portfolio

due

to

their

deteriorating

fundamental

profile.

On

the

other

hand,

Kontoor

Brands,

Philips

66,

Radian,

Cardinal

Health,

Royal

Philips,

Fedex

and

Parker

Hannifin

were

among

the

largest

gainers

and

contributors

to

overall

relative

performance.

Of

all

sectors,

Communications

was

the

largest

detractor

in

the

Fund

given

the

absence

of

Meta

while

Healthcare

was

our

largest

contributor.

In

what

was

generally

a

weak

healthcare

sector

over

the

last

year,

the

Fund’s

stock

selection

generated

significant

alpha.

Medtronic

was

the

only

security

which

did

not

increase

in

value

during

the

year,

although

it

has

increased

in

weight

recently

given

the

widening

mis-

pricing

we

see

in

the

company’s

shares.

As

large

owners

in

the

Fund,

the

managers

can

be

said

to

eat

their

own

cooking.

And

as

far

as

the

culinary

arts

go,

we

prefer

our

financials

to

be

clean,

highly

cash

generative,

consistent

and

remunerative

to

us

as

shareholders.

We

are

adherents

to

less

is

more

-

that

one

may

accomplish

better

returns

while

taking

on

less

risk.

We

seek

desirable

risk-adjusted

returns

through-cycle

by

participating

in

the

upside,

protecting

the

downside

and

avoiding

what

we

believe

to

be

under-appreciated

risks

in

the

marketplace.

If

that

is

what

defines

us

as

being

Active

Value

managers,

then

we

are

happy

to

be

labeled

as

such.

We

look

forward

to

reporting

to

all

shareholders

in

another

six

months.

Current

and

future

portfolio

holdings

are

subject

to

change

and

risk.

Please

see

the

schedule

of

investments

section

in

this

report

for

a

full

listing

of

the

Fund’s

holdings.

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.

Diversification

does

not

assure

a

profit,

nor

does

it

protect

against

a

loss

in

a

declining

market.

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

(Unaudited)

September

30,

2023

4

The

following

chart

reflects

the

change

in

the

value

of

a

hypothetical

$10,000

investment,

including

reinvested

dividends

and

distributions,

in

the

Baywood

Value

Plus

Fund

(the”Fund”)

compared

with

the

performance

of

the

benchmark,

Morningstar

US

Large

Value

TR

Index,

since

inception.

The

Morningstar

US

Large

Value

TR

Index

measures

the

performance

of

large-cap

stocks

with

relatively

low

prices

given

anticipated

per

share

earnings,

book

value,

cash

flow,

sales

and

dividends.

The

total

return

of

the

index

includes

the

reinvestment

of

dividends

and

income.

The

total

return

of

the

Fund

includes

operating

expenses

that

reduce

returns,

while

the

total

return

of

the

index

does

not

include

expenses.

The

Fund

is

professionally

managed,

while

the

index

is

unmanaged

and

is

not

available

for

investment.

Comparison

of

Change

in

Value

of

a

$10,000

Investment

Baywood

Value

Plus

Fund

vs.

Morningstar

US

Large

Value

TR

Index

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

For

the

most

recent

month-end

performance,

please

call

(855)

409-2297.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratio

(gross)

is

5.19%.

However,

the

Fund’s

advisor has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

acquired

fund

fees

and

expenses,

proxy

expenses

and

extraordinary

expenses)

to

0.70%,

through

January

31,

2024

(the

“Expense

Cap”).

The

Expense

Cap

may

be

raised

or

eliminated

only

with

the

consent

of

the

Board

of

Trustees.

The

Advisor

may

be

reimbursed

by

the

Fund

for

fees

waived

and

expenses

reimbursed

by

the

Advisor

pursuant

to

the

Expense

Cap

if

such

payment

is

made

within

three

years

of

the

fee

waiver

or

expense

reimbursement,

and

does

not

cause

the

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

to

exceed

the

lesser

of

(i)

the

then-current

expense

cap,

or

(ii)

the

expense

cap

in

place

at

the

time

the

fees/expenses

were

waived/reimbursed.

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

will

increase

if

exclusions

from

the

Expense

Cap

apply.

During

the

year,

certain

fees

were

waived

and/or

expenses

reimbursed;

otherwise,

returns

would

have

been

lower.

The

performance

table

and

graph

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

Fund

shares.

Returns

greater

than

one

year

are

annualized.

Average

Annual

Total

Returns

Periods

Ended

September

30,

2023

One

Year

Five

Year

Ten

Year

Since

Inception

06/27/08

Baywood

Value

Plus

Fund

16.00%

6.43%

8.17%

8.81%

Morningstar

US

Large

Value

TR

Index

19.68%

7.33%

9.22%

7.91%

*

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

September

30,

2023

5

See

Notes

to

Financial

Statements.

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's instruments

as

of

September

30,

2023. 

The

inputs

or

methodology

used

for

valuing

securities

are

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

For

more

information

on

valuation

inputs,

and

their

aggregation

into

the

levels

used

in

the

table

below,

please

refer

to

the

Security

Valuation

section

in

Note

2

of

the

accompanying

Notes

to

Financial

Statements.

The

Level

1

value

displayed

in

this

table

is

Common

Stock

and

a

Money

Market

Fund.

Refer

to

this

Schedule

of

Investments

for

a

further

breakout

of

each

security

by

industry.

Shares

Security

Description

Value

Common

Stock

-

93.3%

Basic

Materials

-

4.7%

660‌

Nutrien,

Ltd.

$

40,762‌

400‌

Packaging

Corp.

of

America

61,420‌

1,300‌

Rio

Tinto

PLC,

ADR

82,732‌

184,914‌

Capital

Goods

/

Industrials

-

4.4%

200‌

Parker-Hannifin

Corp.

77,904‌

1,300‌

RTX

Corp.

93,561‌

171,465‌

Communication

Services

-

3.4%

2,300‌

Comcast

Corp.,

Class A

101,982‌

1,000‌

Verizon

Communications,

Inc.

32,410‌

134,392‌

Consumer

Discretionary

-

10.1%

700‌

Darden

Restaurants,

Inc.

100,254‌

300‌

Genuine

Parts

Co.

43,314‌

2,500‌

Kontoor

Brands,

Inc.

109,775‌

500‌

Lear

Corp.

67,100‌

200‌

Lowe's

Cos.,

Inc.

41,568‌

300‌

Target

Corp.

33,171‌

395,182‌

Consumer

Staples

-

7.2%

1,000‌

Ingredion,

Inc.

98,400‌

1,110‌

Molson

Coors

Beverage

Co.,

Class B

70,585‌

200‌

PepsiCo.,

Inc.

33,888‌

2,300‌

The

Kraft

Heinz

Co.

77,372‌

280,245‌

Energy

-

10.5%

300‌

Chevron

Corp.

50,586‌

1,300‌

ConocoPhillips

155,740‌

1,400‌

Equinor

ASA,

ADR

45,906‌

4,600‌

Kinder

Morgan,

Inc.

76,268‌

700‌

Phillips

66

84,105‌

412,605‌

Financials

-

17.4%

1,500‌

Air

Lease

Corp.

59,115‌

1,400‌

American

International

Group,

Inc.

84,840‌

1,100‌

Brookfield

Asset

Management,

Ltd.

36,674‌

600‌

CME

Group,

Inc.

120,132‌

4,700‌

Corebridge

Financial,

Inc.

92,825‌

1,400‌

MetLife,

Inc.

88,074‌

3,000‌

Radian

Group,

Inc.

75,330‌

1,200‌

The

Charles

Schwab

Corp.

65,880‌

1,400‌

Wells

Fargo

&

Co.

57,204‌

680,074‌

Health

Care

-

13.9%

200‌

AbbVie,

Inc.

29,812‌

300‌

Amgen,

Inc.

80,628‌

500‌

AstraZeneca

PLC,

ADR

33,860‌

1,000‌

Cardinal

Health,

Inc.

86,820‌

5,657‌

Koninklijke

Philips

NV,

ADR 

112,800‌

1,000‌

Medtronic

PLC

78,360‌

1,200‌

Merck

&

Co.,

Inc.

123,540‌

545,820‌

Real

Estate

-

4.7%

1,104‌

Realty

Income

Corp.

REIT

55,134‌

2,600‌

VICI

Properties,

Inc.

REIT

75,660‌

1,800‌

Weyerhaeuser

Co.

REIT

55,188‌

185,982‌

Technology

-

11.5%

1,400‌

Cisco

Systems,

Inc.

75,264‌

1,100‌

Corning,

Inc.

33,517‌

800‌

International

Business

Machines

Corp.

112,240‌

1,100‌

NetApp,

Inc.

83,468‌

Shares

Security

Description

Value

Technology

-

11.5%

(continued)

500‌

NXP

Semiconductors

NV

$

99,960‌

300‌

Texas

Instruments,

Inc.

47,703‌

452,152‌

Transportation

-

3.1%

300‌

FedEx

Corp.

79,476‌

200‌

Union

Pacific

Corp.

40,726‌

120,202‌

Utilities

-

2.4%

1,000‌

OGE

Energy

Corp.

33,330‌

800‌

Pinnacle

West

Capital

Corp.

58,944‌

92,274‌

Total

Common

Stock

(Cost

$3,016,187)

3,655,307‌

Shares

Security

Description

Value

Money

Market

Fund

-

6.7%

262,488‌

First

American

Government

Obligations

Fund,

Class X,

5.27% 

(b)

(Cost

$262,488)

262,488‌

Investments,

at

value

-

100.0%

(Cost

$3,278,675)

$

3,917,795‌

Other

Assets

&

Liabilities,

Net

-

0.0%

1,756‌

Net

Assets

-

100.0%

$

3,919,551‌

ADR

American

Depositary

Receipt

PLC

Public

Limited

Company

REIT

Real

Estate

Investment

Trust

(a)

Non-income

producing

security.

(b)

Dividend

yield

changes

daily

to

reflect

current

market

conditions.

Rate

was

the

quoted

yield

as

of

September

30,

2023.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

3,917,795‌

Level

2

-

Other

Significant

Observable

Inputs

–‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

3,917,795‌

BAYWOOD

VALUE

PLUS

FUND

SCHEDULE

OF

INVESTMENTS

September

30,

2023

6

See

Notes

to

Financial

Statements.

PORTFOLIO

HOLDINGS

(Unaudited)

%

of

Total

Investments

Basic

Materials

4.7%‌

Capital

Goods

/

Industrials

4.4%‌

Communication

Services

3.4%‌

Consumer

Discretionary

10.1%‌

Consumer

Staples

7.2%‌

Energy

10.5%‌

Financials

17.4%‌

Health

Care

13.9%‌

Real

Estate

4.7%‌

Technology

11.5%‌

Transportation

3.1%‌

Utilities

2.4%‌

Money

Market

Fund

6.7%‌

100.0%‌

BAYWOOD

VALUE

PLUS

FUND

STATEMENT

OF

ASSETS

AND

LIABILITIES

September

30,

2023

7

See

Notes

to

Financial

Statements.

ASSETS

Investments,

at

value

(Cost

$3,278,675)

$

3,917,795‌

Cash

264‌

Receivables:

Fund

shares

sold

2,802‌

Dividends

7,901‌

From

investment

advisor

8,831‌

Prepaid

expenses

10,777‌

Total

Assets

3,948,370‌

LIABILITIES

Accrued

Liabilities:

Fund

services

fees

4,754‌

Other

expenses

24,065‌

Total

Liabilities

28,819‌

Commitments

and

Contingencies

(Note

4)

‌-

NET

ASSETS

$

3,919,551‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

3,146,638‌

Distributable

Earnings

772,913‌

NET

ASSETS

$

3,919,551‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

205,096‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE

$

19.11‌

BAYWOOD

VALUE

PLUS

FUND

STATEMENT

OF

OPERATIONS

FOR

THE

YEAR

ENDED

SEPTEMBER

30,

2023

8

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$2,754)

$

147,289‌

Total

Investment

Income

147,289‌

EXPENSES

Investment

advisor

fees

19,478‌

Fund

services

fees

58,537‌

Transfer

agent

fees

19,380‌

Custodian

fees

5,185‌

Registration

fees

19,861‌

Professional

fees

26,675‌

Trustees'

fees

and

expenses

5,847‌

Other

expenses

29,964‌

Total

Expenses

184,927‌

Fees

waived

and

expenses

reimbursed

(157,658‌)

Net

Expenses

27,269‌

NET

INVESTMENT

INCOME

120,020‌

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

on

investments

120,610‌

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

275,694‌

NET

REALIZED

AND

UNREALIZED

GAIN

396,304‌

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

516,324‌

BAYWOOD

VALUE

PLUS

FUND

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

9

See

Notes

to

Financial

Statements.

For

the

Years

Ended

September

30,

2023

2022

OPERATIONS

Net

investment

income

$

120,020‌

$

98,579‌

Net

realized

gain

120,610‌

68,555‌

Net

change

in

unrealized

appreciation

(depreciation)

275,694‌

(307,103‌)

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

516,324‌

(139,969‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

(191,543‌)

(347,363‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

334,388‌

64,886‌

Reinvestment

of

distributions

191,229‌

344,811‌

Redemption

of

shares

(164,807‌)

(76,973‌)

Increase

in

Net

Assets

from

Capital

Share

Transactions

360,810‌

332,724‌

Increase

(Decrease)

in

Net

Assets

685,591‌

(154,608‌)

NET

ASSETS

Beginning

of

Year

3,233,960‌

3,388,568‌

End

of

Year

$

3,919,551‌

$

3,233,960‌

SHARE

TRANSACTIONS

Sale

of

shares

16,809‌

3,282‌

Reinvestment

of

distributions

9,826‌

18,232‌

Redemption

of

shares

(8,369‌)

(3,832‌)

Increase

in

Shares

18,266‌

17,682‌

BAYWOOD

VALUE

PLUS

FUND

FINANCIAL

HIGHLIGHTS

10

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

year.

For

the

Years

Ended

September

30,

2023

2022

2021

2020

2019

INSTITUTIONAL

SHARES

NET

ASSET

VALUE,

Beginning

of

Year

$

17.31‌

$

20.03‌

$

14.96‌

$

17.03‌

$

18.63‌

INVESTMENT

OPERATIONS

Net

investment

income

(a)

0.60‌

0.55‌

0.45‌

0.39‌

0.44‌

Net

realized

and

unrealized

gain

(loss)

2.17‌

(1.26‌)

5.04‌

(1.86‌)

(0.84‌)

Total

from

Investment

Operations

2.77‌

(0.71‌)

5.49‌

(1.47‌)

(0.40‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.59‌)

(0.49‌)

(0.42‌)

(0.38‌)

(0.39‌)

Net

realized

gain

(0.38‌)

(1.52‌)

–‌

(0.22‌)

(0.81‌)

Total

Distributions

to

Shareholders

(0.97‌)

(2.01‌)

(0.42‌)

(0.60‌)

(1.20‌)

NET

ASSET

VALUE,

End

of

Year

$

19.11‌

$

17.31‌

$

20.03‌

$

14.96‌

$

17.03‌

TOTAL

RETURN

16.00‌%

(4.16‌)%

36.80‌%

(8.77‌)%

(1.55‌)%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000s

omitted)

$

3,920‌

$

3,234‌

$

3,389‌

$

2,588‌

$

2,802‌

Ratios

to

Average

Net

Assets:

Net

investment

income

3.08‌%

2.77‌%

2.39‌%

2.51‌%

2.66‌%

Net

expenses

0.70‌%

0.70‌%

0.70‌%

0.70‌%

0.70‌%

Gross

expenses

(b)

4.75‌%

5.19‌%

5.66‌%

6.68‌%

8.13‌%

PORTFOLIO

TURNOVER

RATE

28‌%

48‌%

35‌%

40‌%

49‌%

(a)

Calculated

based

on

average

shares

outstanding

during

each

year.

(b)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

September

30,

2023

11

Dear

Shareholder,

We

are

pleased

to

report

our

economic

and

financial

market

perspectives

and

the

investment

activities

for

the

Baywood

Socially

Responsible

Fund

(the

“Fund”)

for

the

year

ended

September

30,

2023.

The

Fund

is

a

mid-to-large

capitalization

value-oriented

portfolio

of

stock

holdings

selected

from

a

universe

created

through

the

application

of

inclusionary

and

exclusionary

social

screens

and

assessments

of

the

ESG

profile

of

each

company.

Among

these

stocks,

we

further

evaluate

and

assess

each

prospective

holding’s

valuation

and

fundamental

business

attraction

to

determine

its

inclusion

in

the

current

portfolio.

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.

Following

a

major

correction

that

occurred

during

the

prior

fiscal

year

in

the

first

three

quarters

of

2022,

markets

subsequently

witnessed

a

strong

reversal

the

following

three

quarters

(October

‘22

–

June

‘23).

Until

June

of

this

year,

the

market

shrugged

off

concerns

of

higher

interest

rates

and

inflation

impacts

on

businesses,

governments

and

eventually

investors.

In

contrast,

we

would

suggest

that

investors

ignore

such

impacts

at

their

own

peril.

The

most

recently

completed

quarter,

the

third

quarter

of

2023,

appears

as

though

the

market

is

finally

accepting

the

new

reality

that

inflation

and

interest

rates

are

likely

going

to

be

“higher

for

longer.”

Sectors

and

stocks

that

led

the

rally

until

that

point,

have

once

again

begun

to

lead

the

market

lower.

Looking

at

the

fiscal

year

as

a

whole,

markets

still

produced

strong

returns,

though

the

dispersion

of

returns

amongst

benchmarks

was

significant.

Consider

this:

two

widely

held

benchmarks

that

are

classified

as

“Value”

reported

returns

of

14.3%

and

22.6%!

While

both

benchmarks

held

stocks

that

are

no

doubt

considered

“Growth”

–

take

your

pick

among

growth

stocks

Meta,

Alphabet,

Apple,

Amazon,

Microsoft

and

the

like

-

one

of

them

clearly

held

much

more.

Well,

one

could

reasonably

conclude

that

the

one

benchmark

called

value

has

most

certainly

drifted

away

from

a

value-style.

To

be

clear,

we

are

not

critical

of

the

above

returns

but

we

are

very

critical

of

the

misleading

labels

attributed

to

those

benchmarks.

One

often

evaluates

style

purity

of

individual

funds;

one

should

perhaps

also

spend

time

evaluating

the

style

purity

of

benchmarks.

And

therein

lies

the

dilemma

of

which

benchmarks

to

compare

active

managers

against.

The

solution

should

be

pretty

simple,

yet

given

the

widely

held

state

of

these

benchmarks

we

venture

to

guess

that

most

individual

investors

to

not

often

review

index

holdings

and

characteristics

for

themselves.

One

should

ask

whether

Microsoft,

Amazon,

Meta

and

Tesla

have

large

representation

in

their

Value

benchmark?

For

ESG

investors

the

answer

is

all

the

more

complicated

by

the

fact

that

there

are

few

benchmarks

with

both

ESG

constraints

and

a

value

bias

to

compare

against,

yet

the

same

imperative

remains:

to

review

one’s

holdings

and

decide

for

oneself.

Which

brings

us

to

the

Socially

Responsible

fund

and

the

various

benchmarks

one

might

choose

to

compare

it

against.

One

of

the

Morningstar

Large

Value

indexes

has

been

selected

as

the

fund’s

primary

benchmark,

and

in

most

environments,

it

has

suitably

represented

the

performance

of

large-cap

value

stocks,

despite

being

concentrated

in

certain

positions

and

sectors.

Using

this

Morningstar

index

as

a

measuring

stick,

the

Baywood

SR

fund

underperformed

for

the

fiscal

year

ending

September

30,

2023,

yet

using

a

different

value

benchmark,

the

Socially

Responsible

Fund

outperformed

by

over

400bps.

That’s

quite

a

difference.

One

might

think

that

such

differences

from

one

Value

index

to

another

are

anomalous,

yet

they

aren’t.

We’ve

explained

our

rationale

for

why

this

might

be

the

case,

but

it

bears

repeating

that

one

should

always

take

a

look

at

individual

holdings

for

themselves.

In

short,

the

Socially

Responsible

fund

held

up

very

well

against

most

benchmarks

in

a

very

challenging

2022

and

participated

strongly

in

what

was

a

very

strong

rebound

year

in

2023.

Over

time

the

fund

has

sought

to

outperform

the

broad

market

while

taking

less

risk.

On

this

point,

at

the

end

of

last

year,

the

Fund

was

recognized

by

Barrons

1

and

by

Morningstar

2

as

the

best

performing

actively

managed

mutual

fund

with

ESG

characteristics

for

the

year.

Perhaps

having

been

involved

for

decades

has

given

us

a

leg

up

on

many

competitors

that

entered

the

space

recently

to

capture

the

flood

of

assets.

Instead,

we

think

this

recognition

is

the

outcome

of

being

disciplined

in

our

approach

and

not

giving

into

trends

which

many

fall

prey

to.

________________________

1

Lauren

Foster.

“The

Best-

and

Worst-Performing

ESG

Funds

of

2022.”

Barron’s,

November

17,

2022.

https://www.barrons.com/

articles/best-and-worst-sustainable-funds-51668638595.

2

Leslie

P.

Norton.

“ESG

Investing

Keeps

Pace

With

Conventional

Investing

in

2022.”

Morningstar,

January

12,

2023.

https://www.

morningstar.com/sustainable-investing/esg-investing-keeps-pace-with-conventional-investing-2022.

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

September

30,

2023

12

For

the

recently

ended

fiscal

year,

the

largest

source

of

contribution

resulted

from

holdings

in

Healthcare,

Financials

and

the

absence

of

Utilities.

Healthcare,

the

largest

contribution

to

returns

in

the

period,

returned

almost

25%

whereas

most

benchmark-level

sector

returns

were

generally

flat,

including

the

Morningstar

LV.

The

Fund’s

largest

contributors

to

returns

were

Royal

Philips

and

Cardinal

Health,

both

increasing

over

30%

during

the

year.

Though,

not

to

be

outdone,

holdings

in

AstraZeneca,

Merck

and

Regeneron

all

returned

approximately

20%

or

more.

Only

one

holding,

Medtronic,

had

negative

returns.

We

only

recently

initiated

a

modest

position

in

Medtronic

and

are

likely

to

increase

our

position

should

shares

continue

to

decline.

It

appears

to

us

that

the

recent

adoption

of

GLP-1

treatments

for

diabetes

and

obesity

is

creating

a

negative

perception

around

areas

of

healthcare

that

have

been

necessary

for

the

management

of

such

conditions.

We

do

not

believe

that

the

new

treatments

by

Eli

Lilly

and

NovoNordisk

will

obviate

the

need

for

medical

equipment

such

as

cardiovascular

devices,

insulin

and

glucose

monitors,

sleep

management

devices

and

joint

replacements.

Nevertheless,

in

the

meantime,

Medtronic

offers

an

example

of

a

company

viewed

to

have

few

business

prospects

as

a

result

of

Wegovy

and

Ozempic.

We

beg

to

differ

and

are

looking

at

the

selloff

as

an

increasing

opportunity

to

benefit

from

excessive

fears.

Within

Industrials,

nVent’s

70%

increase

during

the

period

drove

that

sector’s

overall

returns.

We

purchased

nVent

two

years

ago

following

weak

earnings

due

to

the

trade

wars

and

the

early

stages

of

the

pandemic.

Like

most

of

its

industrial

peers

at

the

time,

not

only

were

nVent’s

earnings

depressed,

the

market

was

also

assigning

a

very

low

likelihood

that

they

would

rebound

any

time

soon.

We

were

provided

with

a

potentially

rewarding

situation

in

which

we

have

the

infrequent

opportunity

to

purchase

a

company

with

depressed

earnings

and

a

depressed

valuation.

Often

times,

these

situations

can

turn

into

great

investments

as

the

price

tends

to

increase

once

earnings

rebound

followed

by

the

market

re-rating

the

valuation

on

the

higher

level

of

earnings

which

causes

the

price

to

increase

further.

Of

course

one

has

to

have

conviction

that

earnings

will

improve

over

one’s

investment

horizon.

With

nVent,

a

market

leader

in

critical

electronic

components

in

industrial

supply

chains

whose

products

represent

negligible

costs

for

its

customers,

we

have

such

conviction

and

have

been

rewarded

over

our

holding

period.

Despite

its

recent

performance,

and

due

to

its

fairly

recent

independence

from

Pentair,

the

company

still

flies

under

the

radar

of

most

investors.

While

the

company

has

only

been

public

for

approximately

five

years,

our

history

pre-dates

this

phase

by

decades

and

goes

back

to

the

1990’s

when

we

first

owned

an

independent

company

called

Raychem,

which

was

acquired

by

Tyco.

After

its

own

mis-deeds

of

the

1990’s,

Tyco

split

itself

into

a

number

of

companies

and

businesses

that

were

sold

to

competitors

or

spun

off,

one

of

which

was

Pentair.

Pentair

subsequently

separated

the

former

Raychem

and

other

like

businesses

into

the

company

now

known

as

nVent.

Throughout

a

very

circuitous

corporate

history,

we

have

in

fact

been

involved

with

this

company

for

the

better

part

of

thirty

years

and

we

still

very

much

like

its

prospects!

As

for

detractors

during

the

year,

holdings

in

Materials

were

responsible

for

the

largest

headwinds,

in

aggregate

declining

nearly

14%

in

the

period.

One

of

the

largest

detractors

and

disappointing

investments

was

International

Flavors

&

Fragrances;

our

investment

hypothesis

did

not

play

out

the

way

we

expected.

IFF

operates

within

a

global

oligopoly

in

an

industry

that

tends

to

have

pricing

power.

These

should

all

be

viewed

as

generally

desirable

attributes.

A

few

years

ago,

IFF

made

two

large

acquisitions,

increasing

its

financial

leverage

as

a

result.

This

was

in

the

era

of

ZIRP

(Zero

Interest

Rate

Policy

by

the

Fed).

Since

then,

ZIRP

ended

while

inflationary

forces

have

reduced

pricing

power

and

increased

input

costs.

With

what

we

view

as

turnaround

situations,

we

are

willing

to

give

management

time

to

reach

certain

milestones.

As

we

failed

to

see

any

improvements

in

the

company’s

fundamentals

over

many

quarters,

we

decided

to

exit

the

position.

Should

shares

continue

to

decline,

we

might

revisit

our

stance

yet

at

this

point

in

time,

we

view

the

risk-reward

equation

as

skewed

to

the

downside.

From

a

relative

point-of-view,

our

holdings

in

communications-related

companies

detracted

from

returns

whilst

one

of

our

benchmarks

held

outsized

positions

in

Meta

and

Alphabet.

Once

again,

Growth

or

Value?

That

the

Socially

Responsible

Communications

stocks

returned

“only”

27%

in

the

period

and

compared

unfavorably

to

so-named

“Value

benchmarks”

in

such

a

short

timeframe

does

not

overly

concern

us.

During

the

period,

our

sector

positioning

within

Financials

continued

to

shift.

Certain

shifts

were

prompted

by

the

drastic

change

in

circumstances

at

the

beginning

of

the

year

when

a

few

relatively

large

banks

collapsed

due

to

asset

and

liability

duration

mismatches

on

their

balance

sheets.

The

ripple

effects

meant

that

depositors

no

longer

trusted

small

regional

banks

and

moved

their

deposits

to

large

national

or

global

banks

with

larger

balance

sheets

and

lower

costs

of

funding.

Another

ripple

for

the

industry

was

that

smaller

banks’

disadvantage

increased

due

to

their

need

to

pay

up

for

deposits,

thus

lowering

their

profit

margins,

while

larger

banks

enjoyed

increasing

deposits

without

needing

to

pay

for

them.

Despite

the

clear

fundamental

advantage

shift

that

occurred

earlier

this

year,

the

market

sold

off

nearly

all

financials,

creating

opportunities

for

active

managers

to

discriminate

between

justified

and

excessive

price

dislocations.

In

that

vein,

we

initiated

positions

in

W.R.

Berkley,

CBOE

and

Charles

Schwab

while

eliminating

positions

in

BOK

Financial

and

Chubb.

CBOE

is

a

global

exchange

that

specializes

in

U.S.

options,

equities

and

volatility

with

exposure

to

FX,

futures

and

international

markets.

Simply

put,

we

believe

the

next

several

years

are

likely

to

be

more

volatile

from

an

economic,

political,

trade

and

foreign

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

September

30,

2023

13

relations

perspective,

all

of

which

will

very

much

be

translated

to

the

markets.

Financial

market

volatility

is

likely

to

continue

over

the

next

several

years

at

the

least.

CBOE

should

benefit

from

higher

U.S.

options

volumes

and

since

over

50%

of

its

revenues

come

from

U.S.

options,

it

is

likely

going

to

maintain

very

attractive

fundamentals

for

the

foreseeable

future.

Over

decades,

W.R.

Berkley

has

proven

to

be

an

astute

insurance

underwriter

with

an

owner-operator

management

team

and

mindset

that

runs

its

business

with

a

keen

eye

towards

risk

management.

Many

financials

currently

suffer

by

association

from

those

that

took

on

outsized

rate

and

credit

risk

and

paid

for

it

as

monetary

policies

tightened.

In

our

opinion,

W.R.

Berkley’s

stock

price

has

been

undeservedly

hit.

Its

shares

declined

over

30%

on

fears

that

insurance

companies

took

on

the

same

duration

mismatches

as

many

banks

did

in

reaching

for

yield

by

extending

duration.

W.R.

Berkley

did

just

the

opposite.

In

fact,

in

2021

it

shortened

the

duration

of

its

fixed

income

book

shielding

it

from

the

very

large

price

declines

created

by

sharply

rising

interest

rates.

The

company’s

shareholders

were

protected

by

management’s

savvy

moves

to

guard

the

company’s

investment

book.

Yet

the

market

did

not

take

this

into

consideration

as

it

sold

off

nearly

all

financials

indiscriminately

earlier

in

the

year.

With

fear

comes

opportunity

and

we

took

advantage

of

the

decline

by

purchasing

this

insurance

company

at

an

unusually

large

discount

to

our

business

value.

We

take

additional

comfort

from

the

fact

that

as

we

initiated

our

position,

management

likewise

purchased

as

many

of

its

own

shares

as

it

had

in

years.

We

ask

ourselves

how

many

financial

companies

bought

their

own

shares

in

the

second

quarter

of

2023?

We

expect

our

ownership

of

W.R.Berkley

to

be

very

rewarding

over

the

coming

years.

In

summary,

while

we

may

not

be

attracted

to

banks

in

general,

we

are

finding

plenty

of

opportunities

in

non-bank

financials

including

insurers,

exchanges

and

intermediaries.

Other

positions

initiated

during

the

year

include

Warner

Bros,

Corebridge,

Weyerhaeuser,

Coherent

and

Alphabet

in

favor

of

eliminating

Disney

and

TE

Connectivity.

Atlas

Corp,

the

Fund’s

largest

position

last

year,

also

disappeared

from

our

holdings

as

it

was

acquired

for

a

significant

cash

premium.

As

the

reality

and

consequences

of

“higher

for

longer”

inflation

and

interest

rates

set

in,

we

expect

terminal

multiples

on

equities

to

compress

over

time.

Put

differently,

over

the

next

few

years,

valuation

multiples

are

likely

to

decline,

not

increase.

Based

on

the

Socially

Responsible

Fund’s

valuation

characteristics,

the

strategy

should

be

well

positioned

to

benefit

from

this

continued

circumstance.

There

will

undoubtedly

be

opportunities

to

add

companies

to

the

Fund

in

the

coming

quarters

and

years

and

we

are

therefore

eager

to

continue

our

process

of

managing

risk

while

generating

attractive

returns

for

our

clients

and

shareholders.

In

the

meantime,

the

strategy

continues

on

its

path

to

be

very

different

from

the

majority

of

its

peers

in

the

SRI

investing

universe.

And

as

with

W.R.

Berkley,

the

insurance

company

we

wrote

about

earlier,

Fund

shareholders

can

perhaps

also

take

solace

in

the

fact

that

the

managers

of

the

Fund

have

also

been

adding

to

their

positions

throughout

the

years.

We

are

shareholders

as

well.

We

look

forward

to

reporting

to

you

in

another

six

months.

____________________________________________________________________________

Current

and

future

portfolio

holdings

are

subject

to

change

and

risk.

Please

see

the

schedule

of

investments

section

in

this

report

for

a

full

listing

of

the

Fund’s

holdings.

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

(Unaudited)

September

30,

2023

14

The

following

chart

reflects

the

change

in

the

value

of

a

hypothetical

$10,000

investment,

including

reinvested

dividends

and

distributions,

in

the

Baywood

Socially

Responsible

Fund

(the”Fund”)

compared

with

the

performance

of

the

benchmark,

Morningstar

U.S.

Large

Value

TR

Index,

since

inception.

The

Morningstar

US

Large

Value

TR

Index

measures

the

performance

of

large-cap

stocks

with

relatively

low

prices

given

anticipated

per

share

earnings,

book

value,

cash

flow,

sales

and

dividends.

The

total

return

of

the

index

includes

the

reinvestment

of

dividends

and

income.

The

total

return

of

the

Fund

includes

operating

expenses

that

reduce

returns,

while

the

total

return

of

the

index

does

not

include

expenses.

The

Fund

is

professionally

managed,

while

the

index

is

unmanaged

and

is

not

available

for

investment.

Comparison

of

Change

in

Value

of

a

$10,000

Investment

Baywood

Socially

Responsible

Fund

vs.

Morningstar

US

Large

Value

TR

Index

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

For

the

most

recent

month-end

performance,

please

call

(855)

409-2297.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratio

(gross)

is

3.17%.

However,

the

Fund’s

advisor has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

acquired

fund

fees

and

expenses,

proxy

expenses

and

extraordinary

expenses)

to

0.89%,

through

January

31,

2024

(the

“Expense

Cap”).

The

Expense

Cap

may

be

raised

or

eliminated

only

with

the

consent

of

the

Board

of

Trustees.

The

Advisor

may

be

reimbursed

by

the

Fund

for

fees

waived

and

expenses

reimbursed

by

the

Advisor

pursuant

to

the

Expense

Cap

if

such

payment

is

made

within

three

years

of

the

fee

waiver

or

expense

reimbursement,

and

does

not

cause

the

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

to

exceed

the

lesser

of

(i)

the

then-current

expense

cap,

or

(ii)

the

expense

cap

in

place

at

the

time

the

fees/expenses

were

waived/reimbursed.

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

will

increase

if

exclusions

from

the

Expense

Cap

apply.

During

the

year,

certain

fees

were

waived

and/or

expenses

reimbursed;

otherwise,

returns

would

have

been

lower.

The

performance

table

and

graph

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

Fund

shares.

Returns

greater

than

one

year

are

annualized.

Average

Annual

Total

Returns

Periods

Ended

September

30,

2023

One

Year

Five

Year

Ten

Year

Since

Inception

01/03/05

Baywood

Socially

Responsible

Fund

17.10%

7.49%

7.58%

6.11%

Morningstar

US

Large

Value

TR

Index

19.68%

7.33%

9.22%

7.06%

*

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

September

30,

2023

15

See

Notes

to

Financial

Statements.

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's instruments

as

of

September

30,

2023. 

The

inputs

or

methodology

used

for

valuing

securities

are

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

For

more

information

on

valuation

inputs,

and

their

aggregation

into

the

levels

used

in

the

table

below,

please

refer

to

the

Security

Valuation

section

in

Note

2

of

the

accompanying

Notes

to

Financial

Statements.

The

Level

1

value

displayed

in

this

table

is

Common

Stock.and

a

Money

Market

Fund.

Refer

to

this

Schedule

of

Investments

for

a

further

breakout

of

each

security

by

industry.

Shares

Security

Description

Value

Common

Stock

-

94.5%

Basic

Materials

-

2.1%

1,100‌

Nutrien,

Ltd.

$

67,936‌

500‌

Packaging

Corp.

of

America

76,775‌

144,711‌

Capital

Goods

/

Industrials

-

5.4%

350‌

Cummins,

Inc.

79,961‌

5,600‌

nVent

Electric

PLC

296,744‌

376,705‌

Communication

Services

-

6.0%

800‌

Alphabet,

Inc.,

Class A 

(a)

104,688‌

4,500‌

AT&T,

Inc.

67,590‌

2,900‌

Comcast

Corp.,

Class A

128,586‌

11,100‌

Warner

Bros

Discovery,

Inc. 

(a)

120,546‌

421,410‌

Consumer

Discretionary

-

7.1%

700‌

Aptiv

PLC 

(a)

69,013‌

1,000‌

Genuine

Parts

Co.

144,380‌

6,400‌

Kontoor

Brands,

Inc.

281,024‌

494,417‌

Consumer

Staples

-

4.3%

1,600‌

Mondelez

International,

Inc.,

Class A

111,040‌

500‌

PepsiCo.,

Inc.

84,720‌

3,100‌

The

Kraft

Heinz

Co.

104,284‌

300,044‌

Energy

-

9.9%

2,600‌

Devon

Energy

Corp.

124,020‌

7,000‌

Kinder

Morgan,

Inc.

116,060‌

3,100‌

Schlumberger

NV

180,730‌

150‌

Texas

Pacific

Land

Corp.

273,534‌

694,344‌

Financials

-

22.4%

2,600‌

Air

Lease

Corp.

102,466‌

1,500‌

American

Express

Co.

223,785‌

3,400‌

American

International

Group,

Inc.

206,040‌

2,300‌

Bank

of

America

Corp.

62,974‌

600‌

Berkshire

Hathaway,

Inc.,

Class B 

(a)

210,180‌

4,083‌

Brookfield

Corp.

127,675‌

400‌

Cboe

Global

Markets,

Inc.

62,484‌

1,000‌

CME

Group,

Inc.

200,220‌

7,000‌

Corebridge

Financial,

Inc.

138,250‌

1,600‌

The

Charles

Schwab

Corp.

87,840‌

2,200‌

W

R

Berkley

Corp.

139,678‌

1,561,592‌

Health

Care

-

20.4%

400‌

Amgen,

Inc.

107,504‌

1,000‌

AstraZeneca

PLC,

ADR

67,720‌

950‌

Becton

Dickinson

&

Co.

245,603‌

1,700‌

Cardinal

Health,

Inc.

147,594‌

1,400‌

Fortrea

Holdings,

Inc. 

(a)

40,026‌

10,655‌

Koninklijke

Philips

NV,

ADR 

212,461‌

750‌

Laboratory

Corp.

of

America

Holdings

150,788‌

800‌

Medtronic

PLC

62,688‌

1,800‌

Merck

&

Co.,

Inc.

185,310‌

250‌

Regeneron

Pharmaceuticals,

Inc. 

(a)

205,740‌

1,425,434‌

Real

Estate

-

3.0%

1,971‌

Realty

Income

Corp.

REIT

98,432‌

3,600‌

Weyerhaeuser

Co.

REIT

110,376‌

208,808‌

Technology

-

12.4%

2,600‌

Cisco

Systems,

Inc.

139,776‌

2,000‌

Coherent

Corp. 

(a)

65,280‌

3,200‌

Corning,

Inc.

97,504‌

1,500‌

International

Business

Machines

Corp.

210,450‌

Shares

Security

Description

Value

Technology

-

12.4%

(continued)

1,500‌

NetApp,

Inc.

$

113,820‌

1,200‌

NXP

Semiconductors

NV

239,904‌

866,734‌

Transportation

-

1.5%

500‌

Union

Pacific

Corp.

101,815‌

Total

Common

Stock

(Cost

$4,738,678)

6,596,014‌

Shares

Security

Description

Value

Money

Market

Fund

-

6.9%

484,170‌

First

American

Government

Obligations

Fund,

Class X,

5.27% 

(b)

(Cost

$484,170)

484,170‌

Investments,

at

value

-

101.4%

(Cost

$5,222,848)

$

7,080,184‌

Other

Assets

&

Liabilities,

Net

-

(1.4)%

(99,076‌)

Net

Assets

-

100.0%

$

6,981,108‌

ADR

American

Depositary

Receipt

PLC

Public

Limited

Company

REIT

Real

Estate

Investment

Trust

(a)

Non-income

producing

security.

(b)

Dividend

yield

changes

daily

to

reflect

current

market

conditions.

Rate

was

the

quoted

yield

as

of

September

30,

2023.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

7,080,184‌

Level

2

-

Other

Significant

Observable

Inputs

–‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

7,080,184‌

PORTFOLIO

HOLDINGS

(Unaudited)

%

of

Total

Investments

Basic

Materials

2.1%‌

Capital

Goods

/

Industrials

5.3%‌

Communication

Services

6.0%‌

Consumer

Discretionary

7.0%‌

Consumer

Staples

4.2%‌

Energy

9.8%‌

Financials

22.1%‌

Health

Care

20.1%‌

Real

Estate

3.0%‌

Technology

12.2%‌

Transportation

1.4%‌

Money

Market

Fund

6.8%‌

100.0%‌

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

STATEMENT

OF

ASSETS

AND

LIABILITIES

September

30,

2023

16

See

Notes

to

Financial

Statements.

ASSETS

Investments,

at

value

(Cost

$5,222,848)

$

7,080,184‌

Receivables:

Fund

shares

sold

1,663‌

Dividends

11,160‌

From

investment

advisor

7,420‌

Prepaid

expenses

8,844‌

Total

Assets

7,109,271‌

LIABILITIES

Payables:

Investment

securities

purchased

97,214‌

Fund

shares

redeemed

778‌

Accrued

Liabilities:

Fund

services

fees

5,226‌

Other

expenses

24,945‌

Total

Liabilities

128,163‌

Commitments

and

Contingencies

(Note

4)

–‌

NET

ASSETS

$

6,981,108‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

4,967,943‌

Distributable

Earnings

2,013,165‌

NET

ASSETS

$

6,981,108‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

485,260‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE

$

14.39‌

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

STATEMENT

OF

OPERATIONS

FOR

THE

YEAR

ENDED

SEPTEMBER

30,

2023

17

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$(2,879)

$

199,012‌

Interest

income

6‌

Total

Investment

Income

199,018‌

EXPENSES

Investment

advisor

fees

50,212‌

Fund

services

fees

64,463‌

Transfer

agent

fees

19,380‌

Custodian

fees

5,185‌

Registration

fees

19,991‌

Professional

fees

26,854‌

Trustees'

fees

and

expenses

6,087‌

Other

expenses

31,636‌

Total

Expenses

223,808‌

Fees

waived

and

expenses

reimbursed

(159,967‌)

Net

Expenses

63,841‌

NET

INVESTMENT

INCOME

135,177‌

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

on

investments

157,089‌

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

809,424‌

NET

REALIZED

AND

UNREALIZED

GAIN

966,513‌

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

1,101,690‌

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

18

See

Notes

to

Financial

Statements.

For

the

Years

Ended

September

30,

2023

2022

OPERATIONS

Net

investment

income

$

135,177‌

$

121,419‌

Net

realized

gain

157,089‌

208,499‌

Net

change

in

unrealized

appreciation

(depreciation)

809,424‌

(759,857‌)

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

1,101,690‌

(429,939‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

(296,577‌)

(305,137‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

260,194‌

1,131,351‌

Reinvestment

of

distributions

290,272‌

302,121‌

Redemption

of

shares

(910,587‌)

(928,599‌)

Increase

(Decrease)

in

Net

Assets

from

Capital

Share

Transactions

(360,121‌)

504,873‌

Increase

(Decrease)

in

Net

Assets

444,992‌

(230,203‌)

NET

ASSETS

Beginning

of

Year

6,536,116‌

6,766,319‌

End

of

Year

$

6,981,108‌

$

6,536,116‌

SHARE

TRANSACTIONS

Sale

of

shares

18,016‌

81,266‌

Reinvestment

of

distributions

20,068‌

21,279‌

Redemption

of

shares

(63,325‌)

(64,619‌)

Increase

(Decrease)

in

Shares

(25,241‌)

37,926‌

BAYWOOD

SOCIALLY

RESPONSIBLE

FUND

FINANCIAL

HIGHLIGHTS

19

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

year.

For

the

Years

Ended

September

30,

2023

2022

2021

2020

2019

INSTITUTIONAL

SHARES

NET

ASSET

VALUE,

Beginning

of

Year

$

12.80‌

$

14.32‌

$

10.18‌

$

11.21‌

$

12.60‌

INVESTMENT

OPERATIONS

Net

investment

income

(a)

0.27‌

0.25‌

0.18‌

0.15‌

0.18‌

Net

realized

and

unrealized

gain

(loss)

1.91‌

(1.14‌)

4.19‌

(0.90‌)

(0.53‌)

Total

from

Investment

Operations

2.18‌

(0.89‌)

4.37‌

(0.75‌)

(0.35‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.27‌)

(0.21‌)

(0.14‌)

(0.15‌)

(0.16‌)

Net

realized

gain

(0.32‌)

(0.42‌)

(0.09‌)

(0.13‌)

(0.88‌)

Total

Distributions

to

Shareholders

(0.59‌)

(0.63‌)

(0.23‌)

(0.28‌)

(1.04‌)

NET

ASSET

VALUE,

End

of

Year

$

14.39‌

$

12.80‌

$

14.32‌

$

10.18‌

$

11.21‌

TOTAL

RETURN

17.10‌%

(6.58‌)%

43.10‌%

(6.67‌)%

(1.79‌)%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000s

omitted)

$

6,981‌

$

6,536‌

$

6,766‌

$

3,626‌

$

3,824‌

Ratios

to

Average

Net

Assets:

Net

investment

income

1.88‌%

1.73‌%

1.31‌%

1.45‌%

1.60‌%

Net

expenses

0.89‌%

0.89‌%

0.89‌%

0.89‌%

0.89‌%

Gross

expenses

(b)

3.12‌%

3.17‌%

3.76‌%

5.10‌%

5.78‌%

PORTFOLIO

TURNOVER

RATE

25‌%

22‌%

15‌%

30‌%

33‌%

(a)

Calculated

based

on

average

shares

outstanding

during

each

year.

(b)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

BAYWOOD

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

September

30,

2023

20

Note

1.

Organization

Baywood

Value

Plus

Fund

and

Baywood

Socially

Responsible

Fund

(individually,

a

“Fund”

and

collectively,

the

“Funds”)

are

diversified

portfolios

of

Forum

Funds

II

(the

“Trust”).

The

Trust

is

a

Delaware

statutory

trust

that

is

registered

as

an

open-end,

management

investment

company

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“Act”).

Under

its

Trust

Instrument,

the

Trust

is

authorized

to

issue

an

unlimited

number

of

each

Fund’s

shares

of

beneficial

interest

without

par

value.

The

Baywood

Value

Plus

Fund

commenced

operations

on

December

2,

2013,

through

a

reorganization

of

a

collective

investment

trust

into

the

Baywood

Value

Plus

Fund.

The

collective

investment

trust

was

previously

managed

by

the

Baywood

Value

Plus

Fund’s

Advisor

and

portfolio

management

team.

This

collective

investment

trust

was

organized

and

commenced

operations

on

June

27,

2008.

The

Baywood

Value

Plus

Fund

currently

offers

Institutional

Shares.

The

Baywood

Value

Plus

Fund

seeks

to

achieve

long-term

capital

appreciation

by

investing

in

undervalued

equity

securities.

The

Baywood

Socially

Responsible

Fund

commenced

operations

on

January

3,

2005.

The

Baywood

Socially

Responsible

Fund

currently

offers

Institutional

Shares.

The

Baywood

Socially

Responsible

Fund

seeks

to

provide

long-term

capital

growth.

On

December

7,

2015,

at

a

special

meeting

of

shareholders

of

Baywood

Socially

Responsible

Fund,

formerly

City

National

Rochdale

Socially

Responsible

Equity

Fund,

a

series

of

City

National

Rochdale

Funds

(the

"Predecessor

Fund"),

the

shareholders

approved

a

proposal

to

reorganize

the

Predecessor

Fund

into

the

Baywood

Socially

Responsible

Fund,

a

newly

created

series

of

the

Forum

Funds

II.

The

Predecessor

Fund

was

sub-advised

by

the

Fund's

Advisor,

SKBA

Capital

Management,

LLC,

with

the

same

portfolio

managers

as

the

Baywood

Socially

Responsible

Fund.

The

Baywood

Socially

Responsible

Fund

is

managed

in

a

manner

that

is

in

all

material

respects

equivalent

to

the

management

of

the

Predecessor

Fund,

including

the

investment

objective,

strategies,

guidelines

and

restrictions.

The

primary

purpose

of

the

reorganization

was

to

move

the

Predecessor

Fund

to

a

newly

created

series

of

Forum

Funds

II.

As

a

result

of

the

reorganization,

the

Baywood

Socially

Responsible

Fund

is

now

operating

under

the

supervision

of

the

Trust’s

board

of

trustees.

On

January

8,

2016,

the

Baywood

Socially

Responsible

Fund

acquired

all

of

the

assets,

subject

to

liabilities,

of

the

Predecessor

Fund.

The

shares

of

the

Predecessor

Fund

were,

in

effect,

exchanged

on

a

tax-free

basis

for

Shares

of

the

Baywood

Socially

Responsible

Fund

with

the

same

aggregate

value.

No

commission

or

other

transactional

fees

were

imposed

on

shareholders

in

connection

with

the

tax-free

exchange

of

their

shares.

Note

2.

Summary

of

Significant

Accounting

Policies

The

Funds

are

investment

companies

and

follow

accounting

and

reporting

guidance

under

Financial

Accounting

Standards

Board

Accounting

Standards

Codification

Topic

946,

“Financial

Services

–

Investment

Companies.”

These

financial

statements

are

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(“GAAP”),

which

require

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities,

the

disclosure

of

contingent

liabilities

at

the

date

of

the

financial

statements,

and

the

reported

amounts

of

increases

and

decreases

in

net

assets

from

operations

during

the

fiscal

year.

Actual

amounts

could

differ

from

those

estimates.

The

following

summarizes

the

significant

accounting

policies

of

each

Fund:

Security

Valuation

–

Securities

are

valued

at

market

prices

using

the

last

quoted

trade

or

official

closing

price

from

the

principal

exchange

where

the

security

is

traded,

as

provided

by

independent

pricing

services

on

each

Fund

business

day.

In

the

absence

of

a

last

trade,

securities

are

valued

at

the

mean

of

the

last

bid

and

ask

price

provided

by

the

pricing

service.

Shares

of

non-exchange

traded

open-end

mutual

funds

are

valued

at

net

asset

value

(“NAV”).

Short-term

investments

that

mature

in

sixty

days

or

less

may

be

valued

at

amortized

cost.

Pursuant

to

Rule

2a-5

under

the

Investment

Company

Act,

the

Trust’s

Board

of

Trustees

(the

“Board”)

has

designated

the

Advisor,

as

defined

in

Note

3,

as

each

Fund’s

valuation

designee

to

perform

any

fair

value

determinations

for

securities

and

other

assets

held

by

each

Fund.

The

Advisor

is

subject

to

the

oversight

of

the

Board

and

certain

reporting

and

other

requirements

intended

to

provide

the

Board

the

information

needed

to

oversee

the

Advisor’s

fair

value

determinations.

The

Advisor

is

responsible

for

determining

the

fair

value

of

investments

for

which

market

quotations

are

not

readily

available

in

accordance

with

policies

and

procedures

that

have

been

approved

by

the

Board.

Under

these

procedures,

the

Advisor

convenes

on

a

regular

and

ad

hoc

basis

to

review

such

investments

and

considers

a

number

of

factors,

including

valuation

methodologies

and

significant

unobservable

inputs,

when

arriving

at

fair

value.

The

Board

has

approved

the

Advisor’s

fair

valuation

procedures

as

a

part

of

each

Fund’s

compliance

program

and

will

review

any

changes

made

to

the

procedures.

The

Advisor

provides

fair

valuation

inputs.

In

determining

fair

valuations,

inputs

may

include

market-based

analytics

that

may

consider

related

or

comparable

assets

or

liabilities,

recent

transactions,

market

multiples,

book

values

and

other

relevant

investment

information.

Advisor

inputs

may

include

an

income-based

approach

in

which

the

anticipated

future

cash

flows

of

the

investment

are

discounted

BAYWOOD

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

September

30,

2023

21

in

determining

fair

value.

Discounts

may

also

be

applied

based

on

the

nature

or

duration

of

any

restrictions

on

the

disposition

of

the

investments.

The

Advisor

performs

regular

reviews

of

valuation

methodologies,

key

inputs

and

assumptions,

disposition

analysis

and

market

activity.

Fair

valuation

is

based

on

subjective

factors

and,

as

a

result,

the

fair

value

price

of

an

investment

may

differ

from

the

security’s

market

price

and

may

not

be

the

price

at

which

the

asset

may

be

sold.

Fair

valuation

could

result

in

a

different

NAV

than

a

NAV

determined

by

using

market

quotes.

GAAP

has

a

three-tier

fair

value

hierarchy.

The

basis

of

the

tiers

is

dependent

upon

the

various

“inputs”

used

to

determine

the

value

of

each

Fund’s

investments.

These

inputs

are

summarized

in

the

three

broad

levels

listed

below:

Level

1

-

Quoted

prices

in

active

markets

for

identical

assets

and

liabilities.

Level

2

-

Prices

determined

using

significant

other

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

prepayment

speeds,

credit

risk,

etc.).

Short-term

securities

with

maturities

of

sixty

days

or

less

are

valued

at

amortized

cost,

which

approximates

market

value,

and

are

categorized

as

Level

2

in

the

hierarchy.

Municipal

securities,

long-term

U.S.

government

obligations

and

corporate

debt

securities

are

valued

in

accordance

with

the

evaluated

price

supplied

by

a

pricing

service

and

generally

categorized

as

Level

2

in

the

hierarchy.

Other

securities

that

are

categorized

as

Level

2

in

the

hierarchy

include,

but

are

not

limited

to,

warrants

that

do

not

trade

on

an

exchange,

securities

valued

at

the

mean

between

the

last

reported

bid

and

ask

quotation

and

international

equity

securities

valued

by

an

independent

third

party

with

adjustments

for

changes

in

value

between

the

time

that

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

September

30,

2023,

for

each

Fund’s

investments

is

included

at

the

end

of

each

Fund’s

Schedule

of

Investments.

REITs

–

Each

Fund

has

made

certain

investments

in

real

estate

investment

trusts

(“REITs”)

which

pay

dividends

to

their

shareholders

based

upon

funds

available

from

operations.

It

is

quite

common

for

these

dividends

to

exceed

the

REIT’s

taxable

earnings

and

profits

resulting

in

the

excess

portion

of

such

dividends

being

designated

as

a

return

of

capital.

Each

Fund

may

include

the

gross

dividends

from

such

REITs

in

income

or

may

utilize

estimates

of

any

potential

REIT

dividend

reclassifications

in

each

Fund’s

annual

distributions

to

shareholders

and,

accordingly,

a

portion

of

each

Fund’s

distributions

may

be

designated

as

a

return

of

capital,

require

reclassification,

or

be

under

distributed

on

an

excise

basis

and

subject

to

excise

tax.

Security

Transactions,

Investment

Income

and

Realized

Gain

and

Loss

–

Investment

transactions

are

accounted

for

on

the

trade

date.

Dividend

income

is

recorded

on

the

ex-dividend

date.

Foreign

dividend

income

is

recorded

on

the

ex-dividend

date

or

as

soon

as

possible

after

determining

the

existence

of

a

dividend

declaration

after

exercising

reasonable

due

diligence.

Interest

income

is

recorded

on

an

accrual

basis.

Premium

is

amortized

to

the

next

call

date

above

par,

and

discount

is

accreted

to

maturity

using

the

effective

interest

method.

Identified

cost

of

investments

sold

is

used

to

determine

the

gain

and

loss

for

both

financial

statement

and

federal

income

tax

purposes.

Distributions

to

Shareholders

–

Distributions

to

shareholders

of

net

investment

income,

if

any,

are

declared

and

paid

at

least

annually.

Distributions

to

shareholders

of

net

capital

gains,

if

any,

are

declared

and

paid

at

least

at

least

annually.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Distributions

are

based

on

amounts

calculated

in

accordance

with

applicable

federal

income

tax

regulations,

which

may

differ

from

GAAP.

These

differences

are

due

primarily

to

differing

treatments

of

income

and

gain

on

various

investment

securities

held

by

each

Fund,

timing

differences

and

differing

characterizations

of

distributions

made

by

each

Fund.

Federal

Taxes

–

Each

Fund

intends

to

continue

to

qualify

each

year

as

a

regulated

investment

company

under

Subchapter

M

of

Chapter

1,

Subtitle

A,

of

the

Internal

Revenue

Code

of

1986,

as

amended

(“Code”),

and

to

distribute

all

of

its

taxable

income

to

shareholders.

In

addition,

by

distributing

in

each

calendar

year

substantially

all

of

its

net

investment

income

and

capital

gains,

if

any,

the

Funds

will

not

be

subject

to

a

federal

excise

tax.

Therefore,

no

federal

income

or

excise

tax

provision

is

required.

Each

Fund

recognizes

interest

and

penalties,

if

any,

related

to

unrecognized

tax

benefits

as

income

tax

expense

in

the

Statements

of

Operations.

During

the

year,

each

Fund

did

not

incur

any

interest

or

penalties.

Each

Fund

files

a

U.S.

federal

income

and

excise

tax

return

as

required.

Each

Fund’s

federal

income

tax

returns

are

subject

to

examination

by

the

Internal

Revenue

Service

for

a

period

of

three

fiscal

years

after

they

are

filed.

As

of

September

30,

2023,

there

are

no

uncertain

tax

positions

that

would

require

financial

statement

recognition,

de-recognition

or

disclosure.

BAYWOOD

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

September

30,

2023

22

Income

and

Expense

Allocation

–

The

Trust

accounts

separately

for

the

assets,

liabilities

and

operations

of

each

of

its

investment

portfolios.

Expenses

that

are

directly

attributable

to

more

than

one

investment

portfolio

are

allocated

among

the

respective

investment

portfolios

in

an

equitable

manner.

Commitments

and

Contingencies

–

In

the

normal

course

of

business,

each

Fund

enters

into

contracts

that

provide

general

indemnifications

by

each

Fund

to

the

counterparty

to

the

contract.

Each

Fund’s

maximum

exposure

under

these

arrangements

is

dependent

on

future

claims

that

may

be

made

against

each

Fund

and,

therefore,

cannot

be

estimated;

however,

based

on

experience,

the

risk

of

loss

from

such

claims

is

considered

remote.

Each

Fund

has

determined

that

none

of

these

arrangements

requires

disclosure

on

each

Fund’s

balance

sheet.

Note

3.

Fees

and

Expenses

Investment

Advisor

–

SKBA

Capital

Management,

LLC

(the

“Advisor”)

is

the

investment

adviser

to

the

Funds.

Pursuant

to

an

investment

advisory

agreement,

the

Advisor

receives

an

advisory

fee,

payable

monthly,

at

an

annual

rate

of

0.50%

and

0.70%

of

the

average

daily

net

assets

of

Baywood

Value

Plus

Fund

and

Baywood

Socially

Responsible

Fund,

respectively.

Distribution

–

Foreside

Fund

Services,

LLC,

a

wholly

owned

subsidiary

of

Foreside

Financial

Group,

LLC

(d/b/a

ACA

Group)

(the

“Distributor”),

acts

as

the

agent

of

the

Trust

in

connection

with

the

continuous

offering

of

shares

of

the

Funds.

The

Funds

do

not

have

a

distribution

(12b-1)

plan;

accordingly,

the

Distributor

does

not

receive

compensation

from

the

Funds

for

its

distribution

services.

The

Advisor

compensates

the

Distributor

directly

for

its

services.

The

Distributor

is

not

affiliated

with

the

Advisor

or

Atlantic

Fund

Administration,

LLC,

a

wholly

owned

subsidiary

of

Apex

US

Holdings

LLC

(d/b/a

Apex

Fund

Services)

(“Apex”)

or

their

affiliates.

Other

Service

Providers

–

Apex

provides

fund

accounting,

fund

administration,

compliance

and

transfer

agency

services

to

each

Fund.

The

fees

related

to

these

services

are

included

in

Fund

services

fees

within

the

Statements

of

Operations.

Apex

also

provides

certain

shareholder

report

production

and

EDGAR

conversion

and

filing

services.

Pursuant

to

an

Apex

Services

Agreement,

each

Fund

pays

Apex

customary

fees

for

its

services.

Apex

provides

a

Principal

Executive

Officer,

a

Principal

Financial

Officer,

a

Chief

Compliance

Officer

and

an

Anti-Money

Laundering

Officer

to

each

Fund,

as

well

as

certain

additional

compliance

support

functions.

Trustees

and

Officers

–

Each

Independent

Trustee

receives

an

annual

fee

of

$25,000

($32,500

for

the

Chairman)

for

service

to

the

Trust.

The

Independent

Trustees

and

Chairman

may

receive

additional

fees

for

special

Board

meetings.

The

Independent

Trustees

are

also

reimbursed

for

all

reasonable

out-of-pocket

expenses

incurred

in

connection

with

their

duties

as

Trustees,

including

travel

and

related

expenses

incurred

in

attending

Board

meetings.

The

amount

of

Independent

Trustees’

fees

attributable

to

each

Fund

is

disclosed

in

the

Statements

of

Operations.

Certain

officers

of

the

Trust

are

also

officers

or

employees

of

the

above

named

service

providers,

and

during

their

terms

of

office

received

no

compensation

from

each

Fund.

Note

4.

Expense

Reimbursement

and

Fees

Waived

The

Advisor

has

contractually

agreed

to

waive

its

fee

and/or

reimburse

certain

expenses

to

limit

total

operating

expenses

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

acquired

fund

fees

and

expenses,

proxy

expenses

and

extraordinary

expenses)

to

0.70%

through

January

31,

2024,

for

Baywood

Value

Plus

Fund.

The

Advisor

also

has

contractually

agreed

to

waive

its

fees

and/or

reimburse

certain

expenses

to

limit

total

operating

expenses

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

acquired

fund

fees

and

expenses,

proxy

expenses

and

extraordinary

expenses)

to

0.89%

through

January

31,

2024,

for

Baywood

Socially

Responsible

Fund.

Other

Fund

service

providers

have

voluntarily

agreed

to

waive

and

reimburse

a

portion

of

their

fees.

These

voluntary

fee

waivers

and

reimbursements

may

be

reduced

or

eliminated

at

any

time.

For

the

year

ended

September

30,

2023,

fees

waived

and

expenses

reimbursed

were

as

follows:

The

Advisor

may

be

reimbursed

by

each

Fund

for

fees

waived

and

expenses

reimbursed

by

the

Advisor

pursuant

to

the

Expense

Cap

if

such

payment

is

made

within

three

years

of

the

fee

waiver

or

expense

reimbursement,

and

does

not

cause

the

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

to

exceed

the

lesser

of

(i)

the

then-current

expense

cap,

or

(ii)

the

expense

cap

in

place

at

the

time

the

fees/expenses

were

waived/reimbursed.

As

of

September

30,

2023,

$415,390

and

$421,313

in

the

Investment

Adviser

Fees

Waived

Investment

Adviser

Expenses

Reimbursed

Other

Waivers

Total

Fees

Waived

and

Expenses

Reimbursed

Baywood

Value

Plus

Fund

$

19,478‌

$

116,930‌

$

21,250‌

$

157,658‌

Baywood

Socially

Responsible

Fund

50,212‌

88,505‌

21,250‌

159,967‌

BAYWOOD

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

September

30,

2023

23

Baywood

Value

Plus

Fund

and

Baywood

Socially

Responsible

Fund,

respectively,

is

subject

to

recapture

by

the

Advisor.

Other

Waivers

are

not

eligible

for

recoupment.

Note

5.

Security

Transactions

The

cost

of

purchases

and

proceeds

from

sales

of

investment

securities

(including

maturities),

other

than

short-term

investments

during

the

year

ended

September

30,

2023

were

as

follows:

Note

6.

Federal

Income

Tax

As

of

September

30,

2023

,

the

cost

for

federal

income

tax

purposes

and

the

components

of

net

unrealized

appreciation

were

as

follows:

Distributions

paid

during

the

fiscal

years

ended

as

noted

were

characterized

for

tax

purposes

as

follows:

As

of

September

30,

2023,

distributable

earnings

(accumulated

loss)

on

a

tax

basis

were

as

follows:

The

difference

between

components

of

distributable

earnings

on

a

tax

basis

and

the

amounts

reflected

in

the

Statements

of

Assets

and

Liabilities

are

primarily

due

to

wash

sales,

REITS

and

equity

return

of

capital.

Note

7.

Subsequent

Events

Subsequent

events

occurring

after

the

date

of

this

report

through

the

date

these

financial

statements

were

issued

have

been

evaluated

for

potential

impact,

and

each

Fund

has

had

no

such

events.

Purchases

Sales

Baywood

Value

Plus

Fund

$

1,242,654‌

$

1,034,794‌

Baywood

Socially

Responsible

Fund

1,722,456

2,134,551

Tax

Cost

of

Investments

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

Baywood

Value

Plus

Fund

$

3,266,922‌

$

737,337‌

$

(86,464‌)

$

650,873‌

Baywood

Socially

Responsible

Fund

5,239,460‌

1,896,661‌

(55,937‌)

1,840,724‌

Ordinary

Income

Long-Term

Capital

Gain

Total

Baywood

Value

Plus

Fund

2023

$

120,191‌

$

71,352‌

$

191,543‌

2022

90,123‌

257,240‌

347,363‌

Baywood

Socially

Responsible

Fund

2023

132,791‌

163,786‌

296,577‌

2022

186,039‌

119,098‌

305,137‌

Undistributed

Ordinary

Income

Undistributed

Long-Term

Gain

Unrealized

Appreciation

Total

Baywood

Value

Plus

Fund

$

968‌

$

121,072‌

$

650,873‌

$

772,913‌

Baywood

Socially

Responsible

Fund

279‌

172,162‌

1,840,724‌

2,013,165‌

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

24

To

the

Shareholders

of

Baywood

Value

Plus

Fund

and

Baywood

Socially

Responsible

Fund

and

the

Board

of

Trustees

of

Forum

Funds

II

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statements

of

assets

and

liabilities,

including

the

schedules

of

investments,

of

Baywood

Value

Plus

Fund

and

Baywood

Socially

Responsible

Fund

(the

“Funds”),

each

a

series

of

Forum

Funds

II,

as

of

September

30,

2023,

the

related

statements

of

operations

and

changes

in

net

assets,

the

related

notes,

and

the

financial

highlights

for

the

year

then

ended

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Funds

as

of

September

30,

2023,

the

results

of

their

operations,

changes

in

net

assets,

and

the

financial

highlights

for

the

year

then

ended,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

The

Funds’

financial

statements

and

financial

highlights

for

the

years

ended

September

30,

2022

and

prior,

were

audited

by

other

auditors

whose

report

dated

November

28,

2022,

expressed

an

unqualified

opinion

on

those

financial

statements

and

financial

highlights.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Funds’

management.

Our

responsibility

is

to

express

an

opinion

on

the

Funds’

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”)

and

are

required

to

be

independent

with

respect

to

the

Funds

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audits

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement

whether

due

to

error

or

fraud.

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

September

30,

2023,

by

correspondence

with

the

custodian

and

brokers.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

We

have

served

as

the

Funds’

auditor

since

2023.

COHEN

&

COMPANY,

LTD.

Philadelphia,

Pennsylvania

November

21,

2023

Baywood

Funds

ADDITIONAL

INFORMATION

(Unaudited)

September

30,

2023

25

Investment

Advisory

Agreement

Approval

At

the

September

15,

2023

Board

meeting

(“September

meeting”),

the

Board,

including

the

Independent

Trustees,

met

in

person

and

considered

the

approval

of

the

continuance

of

the

investment

advisory

agreement

between

the

Adviser

and

the

Trust

pertaining

to

the

Funds

(the

“Advisory

Agreement”).

In

preparation

for

the

September

meeting,

the

Board

was

presented

with

a

range

of

information

to

assist

in

its

deliberations.

The

Board

requested

and

reviewed

written

responses

from

the

Adviser

to

a

letter

circulated

on

the

Board's

behalf

concerning

the

Adviser’s

personnel,

operations,

financial

condition,

performance,

and

services

provided

to

the

Funds

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

September

meeting,

the

Board

reviewed,

among

other

matters,

the

topics

discussed

below:

Nature,

Extent

and

Quality

of

Services

Based

on

written

materials

received

and

the

presentation

from

the

Adviser

regarding

the

personnel,

operations,

and

financial

condition

of

the

Adviser,

the

Board

considered

the

quality

of

services

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

managers

and

other

personnel

at

the

Adviser

with

principal

responsibility

for

the

Funds,

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

also

considered

the

adequacy

of

the

Adviser’s

resources

and

noted

the

Adviser’s

representations

that

the

firm

is

in

stable

financial

condition

and

has

the

operational

capability

and

the

necessary

staffing

and

experience

to

continue

providing

high-quality

investment

advisory

services

to

the

Funds.

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,

among

other

relevant

factors,

the

Board

concluded

that,

overall,

it

was

satisfied

with

the

nature,

extent

and

quality

of

services

provided

to

the

Funds

under

the

Advisory

Agreement.

Performance

In

connection

with

a

presentation

by

the

Adviser

regarding

its

approach

to

managing

the

Funds,

including

the

investment

objective

and

strategy

of

each

Fund,

the

Board

reviewed

the

performance

of

each

Fund

compared

to

their

respective

primary

benchmarks

and

compared

to

independent

peer

groups

of

funds

identified

by

a

third-party,

independent

service

provider,

Strategic

Insight,

Inc.

(“Strategic

Insight”),

believed

to

have

characteristics

similar

to

those

of

the

Funds.

The

Board

observed

that

the

Socially

Responsible

Fund

outperformed

its

primary

benchmark

index,

the

Morningstar

US

Large

Value

Total

Return

Index,

for

the

one-

and

three-year

periods

ended

June

30,

2023,

and

underperformed

its

primary

benchmark

index

for

the

five-

and

ten-year

periods

ended

June

30,

2023,

as

well

as

the

period

since

the

Socially

Responsible

Fund’s

inception

on

January

3,

2005.

The

Board

observed

that

the

Socially

Responsible

Fund

outperformed

the

average

of

its

Strategic

Insight

peers

for

the

one-

three-,

and

five-year

periods

ended

June

30,

2023

and

underperformed

the

average

of

its

Strategic

Insight

peers

for

the

ten-year

period

ended

June

30,

2023.

The

Board

noted

the

Adviser’s

representation

that

the

Socially

Responsible

Fund’s

relative

outperformance

during

the

short

term

could

be

attributed,

at

least

in

part,

to

sector

allocation

and

stock

selection.

The

Board

also

noted

the

Adviser’s

representation

that

the

Socially

Responsible

Fund’s

underperformance

over

the

longer

term

could

be

attributed,

at

least

in

part,

to

a

significant

shareholder

redemption

that

occurred

prior

to

the

Socially

Responsible

Fund’s

reorganization

into

the

Trust

at

the

beginning

of

2016,

which

disproportionately

impacted

the

Socially

Responsible

Fund’s

long-term

performance.

The

Board

further

noted

the

Adviser’s

representation

that

the

Morningstar

US

Large

Value

Total

Return

Index

did

not

have

the

same

socially

responsible

investment

constraints

as

those

of

the

Socially

Responsible

Fund,

which

could

result

in

performance

variance

versus

the

index.

The

Board

observed

that

the

Value

Plus

Fund

underperformed

its

primary

benchmark

index,

the

Morningstar

US

Large

Value

Total

Return

Index,

for

the

one-,

five-

and

ten-year

periods

ended

June

30,

2023

and

outperformed

the

primary

benchmark

index

for

the

three-

year

period

ended

June

30,

2023

and

for

the

period

since

the

Value

Plus

Fund’s

inception

on

June

27,

2008.

The

Board

also

observed

that,

based

on

the

information

provided

by

Strategic

Insight,

the

Value

Plus

Fund

outperformed

the

average

of

its

Strategic

Insight

peers

for

the

one-

and

three-year

periods

ended

June

30,

2023

and

underperformed

the

average

of

it

Strategic

Insight

peers

for

the

five-year

period

ended

June

30,

2023.

The

Board

noted

the

Adviser’s

representation

that

the

Value

Plus

Fund’s

relative

outperformance

during

the

Baywood

Funds

ADDITIONAL

INFORMATION

(Unaudited)

September

30,

2023

26

short

term

could

be

attributed,

at

least

in

part,

to

stock

selection,

particularly

in

the

health

care

space.

The

Board

also

noted

the

Adviser’s

representation

that

the

Value

Plus

Fund’s

relative

underperformance

could

be

attributed

to,

at

least

in

part,

to

the

Value

Plus

Fund’s

sector

allocation

and

active

management

style

and

value

bias,

which

was

out

of

favor

in

the

market

relative

to

passive

investment

and

growth-

oriented

strategies.

In

consideration

of

the

Funds’

investment

strategies

and

the

foregoing

performance

information,

among

other

considerations,

the

Board

determined

that

the

Funds

could

benefit

from

the

Adviser’s

continued

management

of

each

Fund.

Compensation

The

Board

evaluated

the

Adviser’s

compensation

for

providing

advisory

services

to

the

Funds

and

analyzed

comparative

information

on

actual

advisory

fee

rates

and

actual

total

expense

ratios

of

the

Funds

as

compared

to

those

of

their

respective

Strategic

Insight

peer

groups.

The

Board

observed

that

the

Adviser’s

net

management

fee

rates

for

each

of

the

Funds

were

in

line

with

the

medians

of

their

respective

Strategic

Insight

peer

groups.

The

Board

also

observed

that

the

net

total

expense

ratio

for

the

Value

Plus

Fund

was

less

than

the

median

of

its

Strategic

Insight

peer

group

and

that,

although

the

net

total

expense

ratio

for

the

Socially

Responsible

Fund

was

higher

than

the

median

of

its

Strategic

Insight

peer

group,

the

Socially

Responsible

Fund’s

net

total

expense

ratio

with

within

a

narrow

range

of

the

median

of

its

peers.

Based

on

the

foregoing,

and

other

relevant

considerations,

the

Board

concluded

that

the

Adviser’s

advisory

fee

rates

charged

to

the

Funds

were

reasonable.

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

Funds.

In

this

regard,

the

Board

considered

the

Adviser’s

resources

devoted

to

the

Funds,

as

well

as

the

information

provided

by

the

Adviser

regarding

the

costs

and

profitability

of

its

Fund

activities.

The

Board

noted

the

Adviser’s

representation

that,

as

a

result

of

the

contractual

expense

limitation

arrangement

in

place

for

each

of

the

Funds,

the

Adviser

was

not

earning

any

profit

from

its

mutual

fund

operations

but

that

the

Adviser

was

willing

to

continue

subsidizing

the

Funds

in

an

effort

to

support

growth

initiatives.

Based

on

these

and

other

applicable

considerations,

including

financial

statements

from

the

Adviser

indicating

its

profitability

and

expenses

from

overall

operations,

the

Board

concluded

that

the

Adviser’s

costs

of

services

and

profits

attributable

to

management

of

the

Funds

appeared

to

be

reasonable

in

light

of

the

nature,

extent

and

quality

of

the

services

provided

by

the

Adviser.

Economies

of

Scale

The

Board

evaluated

whether

the

Funds

were

benefitting,

or

may

benefit

in

the

future,

from

any

economies

of

scale.

In

this

respect,

the

Board

considered

the

Funds’

fee

structures,

asset

sizes,

and

net

expense

ratios.

The

Board

noted

the

Adviser’s

representation

that

economies

of

scale

could

be

experienced

if

the

Funds

were

to

reach

significantly

higher

asset

levels

but

that,

in

light

of

the

Funds’

current

asset

levels

and

the

Adviser’s

ongoing

subsidization

of

the

Funds,

breakpoints

in

the

advisory

fee

were

not

believed

by

the

Adviser

to

be

appropriate

at

this

time.

Based

on

the

foregoing

information

and

other

applicable

considerations,

the

Board

concluded

that

the

asset

levels

of

the

Funds

were

not

consistent

with

the

existence

of

economies

of

scale

and

that

economies

of

scale

were

not

a

material

factor

in

approving

the

continuation

of

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

Funds.

Based

on

the

foregoing

representation

and

the

materials

presented,

the

Board

concluded

that

other

benefits

received

by

the

Adviser

from

its

relationship

with

the

Funds

were

not

a

material

factor

to

consider

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.

The

Board

reviewed

a

memorandum

from

Fund

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

determined,

in

the

exercise

of

its

reasonable

business

judgment,

that

the

advisory

arrangement,

as

outlined

in

the

Advisory

Agreement,

was

fair

and

reasonable

in

light

of

the

services

performed

or

to

be

performed,

expenses

incurred

or

to

be

incurred

and

such

other

matters

as

the

Board

considered

relevant.

Baywood

Funds

ADDITIONAL

INFORMATION

(Unaudited)

September

30,

2023

27

Liquidity

Risk

Management

Program

The

Funds

have

adopted

and

implemented

a

written

liquidity

risk

management

program,

as

required

by

Rule

22e-4

(the

“Liquidity

Rule”)

under

the

Investment

Company

Act

of

1940,

as

amended.

The

liquidity

risk

management

program

is

reasonably

designed

to

assess

and

manage

the

Fund’s

liquidity

risk,

taking

into

consideration,

among

other

factors,

the

Funds'

investment

strategy

and

the

liquidity

of

the

portfolio

investments

during

normal

and

reasonably

foreseeable

stressed

conditions,

its

short

and

long-term

cash

flow

projections

and

its

cash

holdings

and

access

to

other

funding

sources.

The

Board

approved

the

designation

of

a

Liquidity

Committee

as

the

administrator

of

the

liquidity

risk

management

program

(the

“Program

Administrator”).

The

Program

Administrator

is

responsible

for

the

administration

and

oversight

of

the

program

and

for

reporting

to

the

Board

on

at

least

an

annual

basis

regarding,

among

other

things,

the

program’s

operation,

adequacy,

and

effectiveness.

The

Program

Administrator

assessed

the

Fund’s

liquidity

risk

profile

based

on

information

gathered

for

the

period

July

1,

2022

through

June

30,

2023

in

order

to

prepare

a

written

report

to

the

Board

for

review

at

its

meeting

held

on

September

15,

2023.

The

Program

Administrator’s

written

report

stated

that:

(i)

the

Funds

are

able

to

meet

redemptions

in

normal

and

reasonably

foreseeable

stressed

conditions

and

without

significant

dilution

of

remaining

shareholders’

interests

in

the

Funds;

(ii)

the

Funds'

strategy

is

appropriate

for

an

open-end

mutual

fund;

(iii)

the

liquidity

classification

determinations

regarding

the

Funds'

portfolio

investments,

which

take

into

account

a

variety

of

factors

and

may

incorporate

analysis

from

one

or

more

third-party

data

vendors,

remained

appropriate;

(iv)

the

Funds

did

not

approach

the

internal

triggers

set

forth

in

the

liquidity

risk

management

program

or

the

regulatory

percentage

limitation

(15%)

on

holdings

in

illiquid

investments;

(v)

it

continues

to

be

appropriate

to

not

set

a

“highly

liquid

investment

minimum”

for

the

Funds

because

the

Funds

primarily

hold

“highly

liquid

investments”;

and

(vi)

the

liquidity

risk

management

program

remains

reasonably

designed

and

adequately

implemented

to

prevent

violations

of

the

Liquidity

Rule.

No

significant

liquidity

events

impacting

the

Funds

or

proposed

changes

to

the

Program

were

noted

in

the

report.

Proxy

Voting

Information

A

description

of

the

policies

and

procedures

that

each

Fund

uses

to

determine

how

to

vote

proxies

relating

to

securities

held

in

each

Fund’s

portfolio

is

available,

without

charge

and

upon

request,

by

calling

(855)

409-2297

and

on

the

SEC’s

website

at

www.sec.gov.

Each

Fund’s

proxy

voting

record

for

the

most

recent

twelve-month

period

ended

June

30

is

available,

without

charge

and

upon

request,

by

calling

(855)

409-2297

and

on

the

SEC’s

website

at

www.sec.gov.

Availability

of

Quarterly

Portfolio

Schedules

Each

Fund

files

its

complete

schedule

of

portfolio

holdings

with

the

SEC

for

the

first

and

third

quarters

of

each

fiscal

year

on

Form

N-PORT.

Forms

N-PORT

are

available

free

of

charge

on

the

SEC’s

website

at

www.sec.gov.

Shareholder

Expense

Example

As

a

shareholder

of

the

Funds

,

you

incur

ongoing

costs,

including

management

fees,

and

other

Fund

expenses.

This

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

Funds

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

The

example

is

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

for

the

entire

period

from

April

1,

2023

through

September

30,

2023.

Actual

Expenses

–

The

first

line

of

the

table

below

provides

information

about

actual

account

values

and

actual

expenses.

You

may

use

the

information

in

this

line,

together

with

the

amount

you

invested,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

in

the

first

line

under

the

heading

entitled

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

the

period.

Hypothetical

Example

for

Comparison

Purposes

–

The

second

line

of

the

table

below

provides

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

each

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

Baywood

Funds

ADDITIONAL

INFORMATION

(Unaudited)

September

30,

2023

28

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.

Federal

Tax

Status

of

Dividends

Declared

during

the

Fiscal

Year

For

federal

income

tax

purposes,

dividends

from

short-term

capital

gains

are

classified

as

ordinary

income.

Baywood

Valu

ePlus

Fund

and

Baywood

Sociall

yResponsible

Fund

designate

9

0.70

%

and

100.00

%

of

its

income

dividend

distributed

as

qualifying

for

the

corporate

dividends-received

deduction

(DRD)

and

100.00%

and

100.00

%

for

the

qualified

dividend

rate

(QDI),

respectively.

Pursuant

to

Section

852(b)(3)

of

the

Internal

Revenue

Code,

Baywood

Valu

ePlus

Fund

and

Baywood

Sociall

yResponsible

Fund

designated

$71,352

and

$163,786

as

long-term

capital

gain

dividends,

respecively.

Trustees

and

Officers

of

the

Trust

The

Board

is

responsible

for

oversight

of

the

management

of

the

Trust’s

business

affairs

and

of

the

exercise

of

all

the

Trust’s

powers

except

those

reserved

for

the

shareholders.

The

following

table

provides

information

about

each

Trustee

and

certain

officers

of

the

Trust.

Each

Trustee

and

officer

holds

office

until

the

person

resigns,

is

removed,

or

is

replaced.

Unless

otherwise

noted,

the

persons

have

held

their

principal

occupations

for

more

than

five

years.

The

address

for

all

Trustees

and

officers

is

Three

Canal

Plaza,

Suite

600,

Portland,

Maine

04101.

Each

Fund’s

Statement

of

Additional

Information

includes

additional

information

about

the

Trustees

and

is

available,

without

charge

and

upon

request,

by

calling

(855)

409-2297.

Beginning

Account

Value

April

1,

2023

Ending

Account

Value

September

30,

2023

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Baywood

Value

Plus

Fund

Actual

$

1,000.00‌

$

1,010.80‌

$

3.53‌

0.70%‌

Hypothetical

(5%

return

before

expenses)

$

1,000.00‌

$

1,021.56‌

$

3.55‌

0.70%‌

Baywood

Socially

Responsible

Fund

Actual

$

1,000.00‌

$

1,017.43‌

$

4.50‌

0.89%‌

Hypothetical

(5%

return

before

expenses)

$

1,000.00‌

$

1,020.61‌

$

4.51‌

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

365

to

reflect

the

half-year

period.

Name

and

Year

of

Birth

Position

with

the

Trust

Length

of

Time

Served

Principal

Occupation(s)

During

Past

Five

Years

Number

of

Series

in

Fund

Complex

Overseen

By

Trustee

Other

Directorships

Held

By

Trustee

During

Past

Five

Years

Independent

Trustees

David

Tucker

Born:

1958

Chairman

of

the

Board;

Trustee;

Chairman,

Nominating

Committee

and

Qualified

Legal

Compliance

Committee

Since

2013

Director,

Blue

Sky

Experience

(a

charitable

endeavor),

since

2008;

Senior

Vice

President

&

General

Counsel,

American

Century

Companies

(an

investment

management

firm),

1998-

2008.

2

Trustee,

Forum

Funds;

Trustee,

U.S.

Global

Investors

Funds.

Baywood

Funds

ADDITIONAL

INFORMATION

(Unaudited)

September

30,

2023

29

(1)

Karen

Shaw

is

currently

an

interested

person

of

the

Trust,

as

defined

in

the

1940

Act,

due

to

her

affiliation

with

Apex

Fund

Services

and

her

role

as

Treasurer

of

the

Trust.

Apex

Fund

Services

is

a

wholly

owned

subsidiary

of

Apex

US

Holdings

LLC.

Name

and

Year

of

Birth

Position

with

the

Trust

Length

of

Time

Served

Principal

Occupation(s)

During

Past

Five

Years

Number

of

Series

in

Fund

Complex

Overseen

By

Trustee

Other

Directorships

Held

By

Trustee

During

Past

Five

Years

Mark

D.

Moyer

Born:

1959

Trustee;

Chairman

Audit

Committee

Since

2013

Chief

Financial

Officer,

Freedom

House

(a

NGO

advocating

political

freedom

and

democracy),

2017-2021;

independent

consultant

providing

interim

CFO

services,

principally

to

non-profit

organizations,

2011-2017.

2

Trustee,

Forum

Funds;

Trustee,

U.S.

Global

Investors

Funds.

Jennifer

Brown-Strabley

Born:

1964

Trustee

Since

2013

Principal,

Portland

Global

Advisors

(a

registered

investment

adviser),

1996-

2010.

2

Trustee,

Forum

Funds;

Trustee,

U.S.

Global

Investors

Funds.

Interested

Trustees

(1)

Karen

Shaw

Born:

1972

Trustee

Since

2023

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-

2019.

2

Trustee,

Forum

Funds,

Trustee,

U.S.

Global

Investors

Funds.

Name

and

Year

of

Birth

Position

with

the

Trust

Length

of

Time

Served

Principal

Occupation(s)

During

Past

5

Years

Officers

Zachary

Tackett

Born:

1988

President;

Principal

Executive

Officer;

Anti-Money

Laundering

Compliance

Officer;

Identity

Theft

Prevention

Officer

President

and

Principal

Executive

Officer

since

2023;

Anti-Money

Laundering

Compliance

Officer

and

Identity

Theft

Prevention

Officer

since

2015

Senior

Counsel,

Apex

Fund

Services

since

2019;

Counsel,

Atlantic

Fund

Services

2014-

2019.

Karen

Shaw

Born:

1972

Treasurer;

Principal

Financial

Officer

Since

2013

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Carlyn

Edgar

Born:

1963

Chief

Compliance

Officer

Since

2013

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Lindsey

Dorval

Born:

1981

Vice

President;

Secretary

Since

2023

Counsel,

Apex

Fund

Services

since

2020.

FOR

MORE

INFORMATION:

P.O.

Box

588

Portland,

ME

04112

(855)

409-2297

(toll

free)

INVESTMENT

ADVISOR

SKBA

Capital

Management,

LLC

601

California

Street,

Suite

1500

San

Francisco,

CA

94108

TRANSFER

AGENT

Apex

Fund

Services

P.O.

Box

588

Portland,

ME

04112

www.apexgroup.com

DISTRIBUTOR

Foreside

Fund

Services,

LLC

Three

Canal

Plaza,

Suite

100

Portland,

ME

04101

www.foreside.com

This

report

is

submitted

for

the

general

information

of

the

shareholders

of

the

Funds.

It

is

not

authorized

for

distribution

to

prospective

investors

unless

preceded

or

accompanied

by

an

effective

prospectus,

which

includes

information

regarding

the

Funds’

risks,

objectives,

fees

and

expenses,

experience

of

its

management,

and

other

information.

217-ANR-0923

ITEM 2. CODE OF ETHICS.

(a)As of the end of the period covered by this report, Forum Funds II (the “Registrant”) has adopted a code of ethics, which applies to its Principal Executive Officer and Principal Financial Officer (the “Code of Ethics”).

(c)       There have been no amendments to the Registrant’s Code of Ethics during the period covered by this report.

(d)       There have been no waivers to the Registrant’s Code of Ethics during the period covered by this report.

(e)        Not applicable.

(f) (1)  A copy of the Code of Ethics is being filed under Item 13(a) hereto.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The Board of Trustees has determined that Mr. Mark Moyer is an "audit committee financial expert" as that term is defined under applicable regulatory guidelines. Mr. Moyer is a non- “interested” Trustee (as defined in Section 2(a)(19) under the Investment Company Act of 1940, as amended (the “Act”)), and serves as Chairman of the Audit Committee.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) Audit Fees - The aggregate fees billed for each of the last two fiscal years (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant for the audit of the Registrant’s annual financial statements, or services that are normally provided by the principal accountant in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $26,800 in 2022 and $27,600 in 2023.

(b) Audit-Related Fees – The aggregate fees billed in the Reporting Periods for assurance and related services rendered by the principal accountant that were reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this Item 4 were $0 in 2022 and $0 in 2023. 

(c) Tax Fees - The aggregate fees billed in the Reporting Periods for professional services rendered by the principal accountant to the Registrant for tax compliance, tax advice and tax planning were $6,000 in 2022 and $6,200 in 2023.  These services consisted of review or preparation of U.S. federal, state, local and excise tax returns. 

(d) All Other Fees - The aggregate fees billed in the Reporting Periods for products and services provided by the principal accountant to the Registrant, other than the services reported in paragraphs (a) through (c) of this Item, were $0 in 2022 and $0 in 2023. 

(e) (1) The Audit Committee reviews and approves in advance all audit and “permissible non-audit services” (as that term is defined by the rules and regulations of the Securities and Exchange Commission) to be rendered to a series of the Registrant (each, a “Series”).  In addition, the Audit Committee reviews and approves in advance all “permissible non-audit services” to be provided to an investment adviser (not including any sub-adviser) of a Series, or an affiliate of such investment adviser, that is controlling, controlled by or under common control with the investment adviser and provides on-going services to the Registrant (“Affiliate”), by the Series’ principal accountant if the engagement relates directly to the operations and financial reporting of the Series.  The Audit Committee considers whether fees paid by a Series’ investment adviser or an Affiliate to the Series’ principal accountant for audit and permissible non-audit services are consistent with the principal accountant’s independence.

(e) (2) No services included in (b) - (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not applicable

(g) The aggregate non-audit fees billed by the principal accountant for services rendered to the Registrant for the Reporting Periods were $0 in 2022 and $0 in 2023.  There were no fees billed in either of the Reporting Periods for non-audit services rendered by the principal accountant to the Registrant’s investment adviser or any Affiliate.

(h) During the Reporting Period, the Registrant's principal accountant provided no non-audit services to the investment advisers or any entity controlling, controlled by or under common control with the investment advisers to the series of the Registrant to which this report relates.

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 Act are effective, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as of a date within 90 days of the filing date of this report.

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

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

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

Not applicable.

ITEM 13. EXHIBITS.

(a)(1)  Code of Ethics (Exhibit filed herewith).

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

(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. (Exhibit filed herewith)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant              Forum Funds II

By:	/s/ Zachary Tackett
	Zachary Tackett, Principal Executive Officer
Date:	November 27, 2023

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

By:	/s/ Zachary Tackett
	Zachary Tackett, Principal Executive Officer
Date:	November 27, 2023

By:	/s/ Karen Shaw
	Karen Shaw, Principal Financial Officer
Date:	November 27, 2023