As filed with the Securities and Exchange Commission on June 15, 2016
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-03023
FORUM FUNDS
Three Canal Plaza, Suite 600
Portland, Maine 04101
Jessica A. Chase, Principal Executive Officer
Three Canal Plaza, Suite 600
Portland, Maine 04101
207-347-2000
Date of fiscal year end: April 30
Date of reporting period: May 1, 2015 – April 30, 2016
ITEM 1. REPORT TO STOCKHOLDERS.
MONONGAHELA ALL CAP VALUE FUND |
Annual Report
April 30, 2016
MONONGAHELA ALL CAP VALUE FUND A MESSAGE TO OUR SHAREHOLDERS (Unaudited) APRIL 30, 2016 |
| Shares | | Security Description | | Value | |
MONONGAHELA ALL CAP VALUE FUND STATEMENT OF ASSETS AND LIABILITIES APRIL 30, 2016 |
ASSETS | | | | |
. | Total investments, at value (Cost $5,347,460) | | $ | 5,540,024 | |
| Receivables: | | | | |
| | Fund shares sold | | | 25,000 | |
| | Investment securities sold | | | 141,632 | |
| | Dividends | | | 6,264 | |
| | From investment adviser | | | 7,217 | |
| Prepaid expenses | | | 5,644 | |
Total Assets | | | 5,725,781 | |
| | | | | | |
LIABILITIES | | | | |
| Accrued Liabilities: | | | | |
| | Fund services fees | | | 6,735 | |
| | Other expenses | | | 20,859 | |
Total Liabilities | | | 27,594 | |
| | | | | | |
NET ASSETS | | $ | 5,698,187 | |
| | | | | | |
COMPONENTS OF NET ASSETS | | | | |
| Paid-in capital | | $ | 5,454,320 | |
| Undistributed net investment income | | | 19,550 | |
| Accumulated net realized gain | | | 31,753 | |
| Net unrealized appreciation | | | 192,564 | |
NET ASSETS | | $ | 5,698,187 | |
SHARES OF BENEFICIAL INTEREST AT NO PAR VALUE (UNLIMITED SHARES AUTHORIZED) | | | 498,146 | |
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE* | | $ | 11.44 | |
* | Shares redeemed or exchanged within 60 days of purchase are charged a 1.00% redemption fee. |
See Notes to Financial Statements. | 5 | |
MONONGAHELA ALL CAP VALUE FUND STATEMENT OF OPERATIONS YEAR ENDED APRIL 30, 2016 |
INVESTMENT INCOME | | | | | | |
| Dividend income (Net of foreign withholding taxes of $698) | . | | $ | 99,180 | | |
Total Investment Income | | | | 99,180 | | |
| | | | | | |
EXPENSES | | | | | | |
| Investment adviser fees | | | 36,326 | | |
| Fund services fees | | | 165,662 | | |
| Custodian fees | | | 5,000 | | |
| Registration fees | | | 6,029 | | |
| Professional fees | | | 34,443 | | |
| Trustees' fees and expenses | | | 2,777 | | |
| Miscellaneous expenses | | | 15,111 | | |
Total Expenses | | | | 265,348 | | |
| Fees waived and expenses reimbursed | | | (224,179 | ) | |
Net Expenses | | | | 41,169 | | |
| | | | | | | |
NET INVESTMENT INCOME | | | | 58,011 | | |
| | | | | | | |
NET REALIZED AND UNREALIZED GAIN (LOSS) | | | | | | |
| Net realized gain on investments | | | 78,380 | | |
| Net change in unrealized appreciation (depreciation) on investments | | | (121,540 | ) | |
NET REALIZED AND UNREALIZED LOSS | | | | (43,160 | ) | |
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | | | $ | 14,851 | | |
See Notes to Financial Statements. | 6 | |
MONONGAHELA ALL CAP VALUE FUND STATEMENTS OF CHANGES IN NET ASSETS |
| | | | For the Year Ended April 30, 2016 | | | For the Year Ended April 30, 2015 |
OPERATIONS | | | | | | | | | |
| Net investment income | | $ | 58,011 | | | | $ | 23,016 | |
| Net realized gain (loss) | | | 78,380 | | | | | (7,072 | ) |
| Net change in unrealized appreciation (depreciation) | | | (121,540 | ) | | | | 173,796 | |
Increase in Net Assets Resulting from Operations | | | 14,851 | | | | | 189,740 | |
| | | | | | | | | | | |
DISTRIBUTIONS TO SHAREHOLDERS FROM | | | | | | | | | |
| Net investment income | | | (47,625 | ) | | | | (20,387 | ) |
| Net realized gain | | | (39,259 | ) | | | | (40,281 | ) |
Total Distributions to Shareholders | | | (86,884 | ) | | | | (60,668 | ) |
| | | | | | | | | | | |
CAPITAL SHARE TRANSACTIONS | | | | | | | | | |
| Sale of shares | | | 1,494,598 | | | | | 1,606,250 | |
| Reinvestment of distributions | | | 86,799 | | | | | 60,637 | |
| Redemption of shares | | | (35,099 | ) | | | | (50,570 | ) |
Increase in Net Assets from Capital Share Transactions | | | 1,546,298 | | | | | 1,616,317 | |
Increase in Net Assets | | | 1,474,265 | | | | | 1,745,389 | |
| | | | | | | | | | | |
NET ASSETS | | | | | | | | | |
| Beginning of Year | | | 4,223,922 | | | | | 2,478,533 | |
| End of Year (Including line (a)) | | $ | 5,698,187 | | | | $ | 4,223,922 | |
| | | | | | | | | | | |
SHARE TRANSACTIONS | | | | | | | | | |
| Sale of shares | | | 132,585 | | | | | 139,583 | |
| Reinvestment of distributions | | | 7,979 | | | | | 5,325 | |
| Redemption of shares | | | (3,241 | ) | | | | (4,323 | ) |
Increase in Shares | | | 137,323 | | | | | 140,585 | |
| | | | | | | | | | | |
(a) | Undistributed net investment income | | $ | 19,550 | | | | $ | 9,164 | |
See Notes to Financial Statements. | 7 | |
MONONGAHELA ALL CAP VALUE FUND FINANCIAL HIGHLIGHTS |
These financial highlights reflect selected data for a share outstanding throughout each period. |
| | For the Year Ended April 30, 2016 | | For the Year Ended April 30, 2015 | | For the Period July 1, 2013 (a) through April 30, 2014 | |
NET ASSET VALUE, Beginning of Period | $ | 11.71 | | | $ | 11.25 | | | $ | 10.00 | | |
INVESTMENT OPERATIONS | | | | | | | | | | | | |
Net investment income (b) | | 0.13 | | | | 0.08 | | | | 0.06 | | |
Net realized and unrealized gain (loss) | | (0.21 | ) | | | 0.59 | | | | 1.36 | | |
Total from Investment Operations | | (0.08 | ) | | | 0.67 | | | | 1.42 | | |
DISTRIBUTIONS TO SHAREHOLDERS FROM | | | | | | | | | | | | |
Net investment income | | (0.10 | ) | | | (0.07 | ) | | | (0.03 | ) | |
Net realized gain | | (0.09 | ) | | | (0.14 | ) | | | (0.14 | ) | |
Total Distributions to Shareholders | | (0.19 | ) | | | (0.21 | ) | | | (0.17 | ) | |
REDEMPTION FEES (b) | | — | | | | — | | | | — | (c) |
NET ASSET VALUE, End of Period | $ | 11.44 | | | $ | 11.71 | | | $ | 11.25 | | |
TOTAL RETURN | | (0.59 | )% | | 6.01 | % | | 14.29 | %(d) |
RATIOS/SUPPLEMENTARY DATA | | | | | | | | | | | | |
Net Assets at End of Period (000's omitted) | | $5,698 | | | | $4,224 | | | | $2,479 | | |
Ratios to Average Net Assets: | | | | | | | | | | | | |
Net investment income | | 1.20 | % | | 0.71 | % | | 0.64 | %(e) |
Net expenses | | 0.85 | % | | 0.85 | % | | 0.85 | %(e) |
Gross expenses (f) | | 5.49 | % | | 7.76 | % | | 14.84 | %(e) |
PORTFOLIO TURNOVER RATE | | 95 | % | | 71 | % | | 32 | %(d) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
(a) | Commencement of operations. |
(b) | Calculated based on average shares outstanding during each period. |
(c) | Less than $0.01 per share. |
(d) | Not annualized. |
(e) | Annualized. |
(f) | Reflects the expense ratio excluding any waivers and/or reimbursements. |
See Notes to Financial Statements. | 8 | |
MONONGAHELA ALL CAP VALUE FUND NOTES TO FINANCIAL STATEMENTS APRIL 30, 2016 |
Note 1. Organization
The Monongahela All Cap Value Fund (the "Fund") is a diversified portfolio of Forum Funds (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 (the "Act"), as amended. Under its Trust Instrument, the Trust is authorized to issue an unlimited number of the Fund's shares of beneficial interest without par value. The Fund commenced operations on July 1, 2013. The Fund seeks total return through long-term capital appreciation and income.
Note 2. Summary of Significant Accounting Policies
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 the Fund:
Security Valuation – Exchange-traded securities and over-the-counter securities are valued using the last quoted trade or official closing price, provided by independent pricing services as of the close of trading on the market or exchange for which they are primarily traded, on each Fund business day. In the absence of a sale, such securities are valued at the mean of the last bid and ask price provided by independent pricing services. Non-exchange-traded securities for which quotations are available are valued using the last quoted sales price, or in the absence of a sale, at the mean of the last bid and ask prices provided by independent pricing services. Short-term investments that mature in 60 days or less may be valued at amortized cost.
The Fund values its investments at fair value pursuant to procedures adopted by the Trust's Board of Trustees (the "Board") if (1) market quotations are insufficient or not readily available or (2) the adviser believes that the values available are unreliable. The Trust's Valuation Committee, as defined in the Fund's registration statement, performs certain functions as they relate to the administration and oversight of the Fund's valuation procedures. Under these procedures, the Valuation Committee convenes on a regular and ad-hoc basis to review such investments and considers a number of factors, including valuation methodologies and significant unobservable inputs, when arriving at fair value.
The Valuation Committee may work with the adviser to provide valuation inputs. In determining fair valuations, inputs may include market-based analytics which may consider related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant investment information. Adviser inputs may include an income-based approach in which the anticipated future cash flows of the investment are discounted in determining fair value. Discounts may also be applied based on the nature or duration of any restrictions on the disposition of the investments. The Valuation Committee performs regular reviews of valuation methodologies, key inputs and assumptions, disposition analysis and market activity.
Fair valuation is based on subjective factors and, as a result, the fair value price of an investment may differ from the security's market price and may not be the price at which the asset may be sold. Fair valuation could result in a different NAV than a NAV determined by using market quotes.
The Fund has a three-tier fair value hierarchy. The basis of the tiers is dependent upon the various "inputs" used to determine the value of the Fund's investments. These inputs are summarized in the three broad levels listed below:
Level 1 — quoted prices in active markets for identical assets and liabilities
Level 2 — other significant observable inputs (including quoted prices of similar securities, interest rates, prepayment speeds, credit risk, etc.)
Level 3 — significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments)
9
MONONGAHELA ALL CAP VALUE FUND NOTES TO FINANCIAL STATEMENTS APRIL 30, 2016 |
The aggregate value by input level, as of April 30, 2016, for the Fund's investments is included in the Fund's Schedule of Investments.
Security Transactions, Investment Income and Realized Gain and Loss – Investment transactions are accounted for on the trade date. Dividend income is recorded on the ex-dividend date. Foreign dividend income is recorded on the ex-dividend date or as soon as possible after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. Income and capital gains on some foreign securities may be subject to foreign withholding taxes, which are accrued as applicable. Interest income is recorded on an accrual basis. Premium is amortized and discount is accreted using the effective interest method. Identified cost of investments sold is used to determine the gain and loss for both financial statement and federal income tax purposes.
Distributions to Shareholders – Distributions to shareholders of net investment income and net capital gains, if any, are declared and paid at least annually. Distributions to shareholders are recorded on the ex-dividend date. Distributions are based on amounts calculated in accordance with applicable federal income tax regulations, which may differ from GAAP. These differences are due primarily to differing treatments of income and gain on various investment securities held by the Fund, timing differences and differing characterizations of distributions made by the Fund.
Federal Taxes – The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended ("Code") and to distribute all of its taxable income to shareholders. In addition, by distributing in each calendar year substantially all of its net investment income and capital gains, if any, the Fund will not be subject to a federal excise tax. Therefore, no federal income or excise tax provision is required. The Fund files a U.S. federal income and excise tax return as required. A 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 April 30, 2016, there are no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure.
Income and Expense Allocation – The Trust accounts separately for the assets, liabilities and operations of each of its investment portfolios. Expenses that are directly attributable to more than one investment portfolio are allocated among the respective investment portfolios in an equitable manner.
Redemption Fees – A shareholder who redeems or exchanges shares within 60 days of purchase will incur a redemption fee of 1.00% of the current net asset value of shares redeemed or exchanged, subject to certain limitations. The fee is charged for the benefit of the remaining shareholders and will be paid to the Fund to help offset transaction costs. The fee is accounted for as an addition to paid-in capital. The Fund reserves the right to modify the terms of or terminate the fee at any time. There are limited exceptions to the imposition of the redemption fee.
Commitments and Contingencies – In the normal course of business, the Fund enters into contracts that provide general indemnifications by the Fund to the counterparty to the contract. The Fund's maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be estimated; however, based on experience, the risk of loss from such claims is considered remote.
Note 3. Fees and Expenses
Investment Adviser – Rodgers Brothers, Inc. d/b/a Monongahela Capital Management (the "Adviser") is the investment adviser to the Fund. Pursuant to an investment advisory agreement, the Adviser receives an advisory fee from the Fund at an annual rate of 0.75% of the Fund's average daily net assets.
Distribution – Foreside Fund Services, LLC serves as the Fund's distributor (the "Distributor"). The Distributor is not affiliated with the Adviser or Atlantic Fund Administration, LLC (d/b/a Atlantic Fund Services) ("Atlantic") or their affiliates. The Fund does not have a distribution (12b-1) plan; accordingly, the Distributor does not receive compensation from the Fund for its distribution (12b-1) services. The Adviser compensates the Distributor directly for its services.
10
MONONGAHELA ALL CAP VALUE FUND NOTES TO FINANCIAL STATEMENTS APRIL 30, 2016 |
Other Service Providers – Atlantic provides fund accounting, fund administration, compliance and transfer agency services to the Fund. Atlantic also provides certain shareholder report production, and EDGAR conversion and filing services. Pursuant to an Atlantic services agreement, the Fund pays Atlantic customary fees for its services. Atlantic provides a Principal Executive Officer, a Principal Financial Officer, a Chief Compliance Officer, and an Anti-Money Laundering Officer to the Fund, as well as certain additional compliance support functions.
Trustees and Officers – The Trust pays each independent Trustee an annual retainer fee of $50,000 for service to the Trust ($66,000 for the Chairman), and the Audit Committee Chairman and Vice Chairman receive an additional $6,000 annually. The Trustees and Chairman may receive additional fees for special Board meetings. Each Trustee is also reimbursed for all reasonable out-of-pocket expenses incurred in connection with his duties as a Trustee, including travel and related expenses incurred in attending Board meetings. The amount of Trustees' fees attributable to the Fund is disclosed in the Statement of Operations. Certain officers of the Trust are also officers or employees of the above named service providers, and during their terms of office received no compensation from the Fund.
Note 4. Expense Reimbursements and Fees Waived
The Adviser has contractually agreed to waive a portion of its fee and reimburse certain expenses through September 1, 2016, to limit annual operating expenses to 0.85% (excluding all taxes, interest, portfolio transaction expenses, dividend and interest expenses on short sales, acquired fund fees and expenses, proxy expenses and extraordinary expenses). Other Fund service providers have voluntarily agreed to waive a portion of their fees. The contractual waivers may be changed or eliminated at any time with the consent of the Board and voluntary fee waivers and expense reimbursements may be reduced or eliminated at any time. For the fiscal year ended April 30, 2016, fees waived and expenses reimbursed were as follows:
Note 5. Security Transactions
The cost of purchases and proceeds from sales of investment securities (including maturities), other than short-term investments during the fiscal year ended April 30, 2016, were $4,989,308 and $4,172,294, respectively.
Note 6. Federal Income Tax
Distributions paid during the fiscal years ended as noted were characterized for tax purposes as follows:
As of April 30, 2016, distributable earnings (accumulated loss) on a tax basis were as follows:
To Shareholders of Monongahela All Cap Value Fund
and the Board of Trustees of Forum Funds
We have audited the accompanying statement of assets and liabilities of Monongahela All Cap Value Fund, a series of shares of beneficial interest in Forum Funds, including the schedule of investments, as of April 30, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended and the financial highlights for each of the years in the two-year period then ended and for the period July 1, 2013 (commencement of operations) through April 30, 2014. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2016 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Monongahela All Cap Value Fund as of April 30, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended and the financial highlights for each of the years in the two-year period then ended and the period July 1, 2013 through April 30, 2014, in conformity with accounting principles generally accepted in the United States of America.

BBD, LLP
Philadelphia, Pennsylvania
June 13, 2016
13
MONONGAHELA ALL CAP VALUE FUND ADDITIONAL INFORMATION (Unaudited) APRIL 30, 2016 |
Investment Advisory Agreement Approval
At the March 23, 2016 Board meeting, the Board, including the Independent Trustees, considered the approval of the continuance of the investment advisory agreement between the Adviser and the Trust pertaining to the Fund (the "Advisory Agreement"). In preparation for its deliberations, the Board requested and reviewed written responses from the Adviser to a due diligence questionnaire circulated on the Board's behalf concerning the Adviser's personnel, operations, financial condition, performance, and services provided by the Adviser. The Board also discussed the materials with Fund counsel and, as necessary, with the Trust's administrator, Atlantic Fund Services. During its deliberations, the Board received an oral presentation from the Adviser, and was assisted by the advice of Trustee counsel.
At the meeting, the Board reviewed, among other matters: (1) the nature, extent and quality of the services provided to the Fund by the Adviser, including information on the investment performance of the Fund and Adviser; (2) the costs of the services provided and profitability to the Adviser of its relationship with the Fund; (3) the advisory fee and total expense ratio of the Fund compared to a relevant peer group of funds; (4) the extent to which economies of scale may be realized as the Fund grows and whether the advisory fee enables the Fund's investors to share in the benefits of economies of scale; and (5) other benefits received by the Adviser from its relationship with the Fund.
Nature, Extent and Quality of Services
Based on written materials received, a presentation from senior representatives of the Adviser and a discussion with the Adviser about the Adviser's personnel, operations and financial condition and with the Trust's CCO about 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 manager at the Adviser with principal responsibility for the Fund, as well as the investment philosophy and decision-making process of the portfolio manager and the capability and integrity of the Adviser's senior management and staff.
The Board considered also the adequacy of the Adviser's resources. The Board noted the Adviser's representations that the firm is in stable financial condition, that the firm's financial condition would not impair its ability to provide high-quality 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, the Board concluded that, overall, it was satisfied with the nature, extent and quality of services to be provided to the Funds under the Advisory Agreement.
Performance
In connection with a presentation by the Adviser regarding its approach to managing the Fund, the Board reviewed the performance of the Fund compared to its benchmark. The Board observed that the Fund underperformed the S&P 500 Index, the Fund's primary benchmark, for the one-year period ended December 31, 2015. The Board also considered the Fund's performance relative to its Lipper, Inc. ("Lipper") peer group, noting that, based on the information provided by Lipper, the Fund outperformed the median of its Lipper peer group for the one-year period ended February 29, 2016. The Board noted the Adviser's representation that the Fund's underperformance relative to its benchmark could be attributed, in part, to the fact that the Fund employs a conservative, value-biased investment strategy, and that value investments underperformed growth investments during the period. The Board also noted the Adviser's representation that the market had begun trending in favor of value style investing in 2016. Based on the foregoing, the Board determined that the Adviser's management of the Fund could benefit the Fund and its shareholders.
Compensation
The Board evaluated the Adviser's compensation for providing advisory services to the Fund and analyzed comparative information on actual advisory fee rates and actual total expenses of the relevant Lipper peer group of the Fund. The Board noted that the Adviser's actual advisory fee rate and actual total expenses for the Fund were each the lowest in the applicable Lipper peer group. Based on the foregoing, the Board concluded that the Adviser's advisory fee rate charged to the Fund was reasonable.
14
MONONGAHELA ALL CAP VALUE FUND ADDITIONAL INFORMATION (Unaudited) APRIL 30, 2016 |
Cost of Services and Profitability
The Board considered information provided by the Adviser regarding the costs of services and its profitability with respect to the Fund. In this regard, the Board considered the Adviser's resources devoted to the Fund, as well as the Adviser's discussion of the costs and profitability of its Fund activities. In this regard, the Board noted that the Adviser was currently waiving its entire advisory fee in an effort to keep Fund expenses at a desired level. Based on these and other applicable considerations, the Board concluded that the Adviser's profits attributable to management of the Fund were reasonable in the context of all factors considered.
Economies of Scale
The Board considered whether the Fund would benefit from any economies of scale. In this respect, the Board noted the Adviser's representation that the Fund could benefit from economies of scale as assets grow, but that the Adviser had determined that breakpoints were not appropriate at this time, particularly in light of the low assets currently in the Fund. Based on the foregoing information, the Board concluded 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 Fund. Based on the foregoing representation, the Board concluded that other benefits received by the Adviser from its relationship with the Fund were not a material factor in approving the continuation of the Advisory Agreement.
Conclusion
The Board did not identify any single factor as being of paramount importance, and different Trustees may have given different weight to different factors. 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.
Proxy Voting Information
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to securities held in the Fund's portfolio is available, without charge and upon request, by calling (855) 392-9331 and on the U.S. Securities and Exchange Commission's (the "SEC") website at www.sec.gov. The Fund's proxy voting record for the most recent twelve-month period ended June 30 is available, without charge and upon request, by calling (855) 392-9331 and on the SEC's website at www.sec.gov.
Availability of Quarterly Portfolio Schedules
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. These filings are available, without charge and upon request on the SEC's website at www.sec.gov or may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.
Shareholder Expense Example
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, and (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand
15
MONONGAHELA ALL CAP VALUE FUND ADDITIONAL INFORMATION (Unaudited) APRIL 30, 2016 |
your ongoing costs (in dollars) of investing in the Fund, and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from November 1, 2015, through April 30, 2016.
Actual Expenses – The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during the period.
Hypothetical Example for Comparison Purposes – The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
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. Mr. Keffer is considered an Interested Trustee due to his affiliation with Atlantic. The Fund's Statement of Additional Information includes additional information about the Trustees and is available, without charge and upon request, by calling (855) 392-9331.
17
MONONGAHELA ALL CAP VALUE FUND ADDITIONAL INFORMATION (Unaudited) APRIL 30, 2016 |
Name and Year of Birth | Position with the Trust | Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Series of Fund Complex¹ Overseen by Trustee | Other Directorships Held by Trustee |
Officers | | | | | |
Jessica Chase Born: 1970 | President; Principal Executive Officer | Since 2015 | Senior Vice President, Atlantic since 2008. | N/A | N/A |
Karen Shaw Born: 1972 | Treasurer; Principal Financial Officer | Since 2008 | Senior Vice President, Atlantic since 2008. | N/A | N/A |
Zachary Tackett Born: 1988 | Vice President; Secretary; Anti-Money Laundering Compliance Officer | Since 2014 | Associate Counsel, Atlantic since 2014; Intern Associate, Coakley & Hyde, PLLC, 2010-2013. | N/A | N/A |
Michael J. McKeen Born: 1971 | Vice President | Since 2009 | Senior Vice President, Atlantic since 2008. | N/A | N/A |
Timothy Bowden Born: 1969 | Vice President | Since 2009 | Manager, Atlantic since 2008. | N/A | N/A |
Geoffrey Ney Born: 1975 | Vice President | Since 2013 | Manager, Atlantic since 2013; Senior Fund Accountant, Atlantic, 2008-2013. | N/A | N/A |
Todd Proulx Born: 1978 | Vice President | Since 2013 | Manager, Atlantic since 2013; Senior Fund Accountant, Atlantic, 2008-2013. | N/A | N/A |
1The Fund Complex includes the Trust, Forum Funds II, Forum ETF Trust and U.S. Global Investors Funds and is overseen by different Boards of Trustees. |
18
MONONGAHELA ALL CAP VALUE FUND
FOR MORE INFORMATION:
P.O. Box 588
Portland, ME 04112
(855) 392-9331 (toll free)
mcmvalue.ta@atlanticfundservices.com
www.Moncapfund.com
INVESTMENT ADVISER
Monongahela Capital Management
223 Mercer Street
Harmony, PA 16037
TRANSFER AGENT
Atlantic Fund Services
P.O. Box 588
Portland, ME 04112
www.atlanticfundservices.com
DISTRIBUTOR
Foreside Fund Services, LLC
Three Canal Plaza, Suite 100
Portland, Maine 04101
www.foreside.com
This report is submitted for the general information of the shareholders of the Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus, which includes information regarding the Fund's risks, objectives, fees and expenses, experience of its management, and other information.
211-ANR-0416