As filed with the Securities and Exchange Commission on August 27, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-03023
FORUM FUNDS
Three Canal Plaza, Suite 600
Portland, Maine 04101
Jessica Chase, Principal Executive Officer
Three Canal Plaza, Suite 600
Portland, Maine 04101
207-347-2000
Date of fiscal year end: June 30
Date of reporting period: July 1, 2019 – June 30, 2020
ITEM 1. REPORT TO STOCKHOLDERS.
AUXIER
FOCUS
FUND
Annual
Report
June
30,
2020
Fund
Adviser:
Auxier
Asset
Management
LLC
15668
NE
Eilers
Road
Aurora,
Oregon
97002
Toll
Free:
(877)
3AUXIER
or
(877)
328-9437
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
June
30,
2020
1
Market
Commentary
During
the
second
quarter
digital
business
ushered
in
new
innovations
and
we
saw
an
increased
focus
on
technology
due
to
COVID-19.
Companies
that
used
technology
to
adapt
their
business
models
during
this
time
have
been
able
to
shield
themselves
from
pandemic-related
disruption.
While
computers
and
other
technologies
have
been
rapidly
evolving
over
the
years,
the
lithium-
ion
battery
was
created
in
1985
and
is
still
the
battery
that
we
use
today.
Many
companies
are
working
on
developing
new
types
of
batteries
and
energy
storage
solutions
that
will
support
the
growing
use
of
digitally
connected
devices
like
computers,
phones
and
vehicles.
IBM
is
researching
a
new
battery
chemistry
that
relies
on
materials
extracted
from
seawater
which
could
outperform
lithium-ion
batteries.
Fisker
Automotive
is
developing
a
solid-state
battery
for
electric
vehicles
that
could
enable
a
range
of
500
miles
and
a
charging
time
of
just
one
minute.
Samsung
just
released
their
own
500-mile
battery,
although
it
is
not
yet
commercially
available.
With
the
growth
of
digital
businesses,
we
have
seen
small
teams
disrupting
entire
industries.
These
companies
operate
capital
light
business
models
by
utilizing
cloud
software
and
artificial
intelligence
(AI)
to
scale
more
rapidly
than
large
businesses
that
rely
on
a
massive
workforce
and
years
of
physical
infrastructure.
We
look
for
businesses
that
are
using
mobile,
the
cloud,
AI
and
data
analytics
at
the
core
of
their
operations
because
these
will
only
become
more
vital
as
the
number
of
connected
devices
grows.
Recognize
Investment
Cycles
Easy
money
and
industry
deregulation
often
contribute
to
great
booms
and
busts.
The
telecom
deregulation
in
the
late
1990s
and
aggressive
Fed
easing
combined
to
cause
massive
oversupply
leading
to
a
severe
downturn.
Blue
chip
telecom
leader
Lucent
dropped
over
98%.
Soon
after
the
telecom
deregulation,
the
US
banking
industry
was
deregulated
with
the
repeal
of
the
Glass-Steagall
Act.
Eventually,
leverage
ratios
went
to
extremes—often
100:1—which
contributed
to
the
banking
crisis
and
recession
in
2008.
More
recently,
relaxed
lending
standards
in
the
oil
shale
industry
led
to
a
major
boom
and
now
bust
with
$300
billion
in
projected
asset
write-downs
in
2020,
according
to
Deloitte.
Understanding
and
tracking
investment
cycles
is
important
to
survival.
We
believe
we
are
getting
late
in
the
current
tech
cycle
given
extreme
valuations
in
many
money
losing
enterprises.
Euphoric
pricing
is
the
enemy
of
the
compounded
return.
As
great
as
Microsoft
has
performed
recently,
if
you
invested
at
the
peak
of
excitement
during
the
tech
boom
of
1999
you
lost
over
45%
the
following
ten
years.
Homework
Needs
to
be
Done
Before
the
Crisis
We
have
found
over
the
past
forty
years
that
a
voracious
daily
research
effort
is
the
key
to
investment
survival.
You
need
to
know
what
you
own
and
what
you
want
to
own
ahead
of
time
to
take
advantage
of
opportunities
presented
by
recessions,
stock
market
panics,
wars,
etc.,
when
the
headlines
turn
scary
and
the
consensus
is
“this
is
no
time
to
be
investing
in
stocks.”
We
strive
to
know
which
businesses
are
executing
and
where
operating
fundamentals
are
strong
or
turning
up.
The
Carlos
Slim
family
made
their
big
returns
buying
into
Mexican
stocks
when
the
country
defaulted
in
1982.
This
was
after
three
generations
of
study.
The
top
five
oil
families
in
Texas
made
it
on
the
buy
side
as
well
when
oil
dropped
to
three
cents
a
barrel
in
the
1930s.
In
both
cases
the
families
had
years
of
diligent
homework
and
cumulative
knowledge
of
individual
businesses
and
acted
when
the
price
was
right.
COVID-19
Update
Even
as
daily
new
COVID-19
cases
in
the
US
continue
to
reach
all-time
highs,
the
average
deaths
per
day
from
the
virus
have
not
increased
at
the
same
rate.
This
could
be
due
to
the
greatly
increased
level
of
testing.
As
testing
has
increased,
more
mild
cases
of
the
virus
have
been
found
which
has
driven
the
death
rate
down.
This
could
also
indicate
that
the
country
has
made
positive
progress
on
keeping
the
most
vulnerable
people
isolated
and
that
less
vulnerable
people
have
begun
making
up
a
larger
portion
of
new
cases.
While
we
still
do
not
know
the
long-term
impacts
of
the
virus,
the
decline
in
death
rate
is
a
positive
sign
as
the
country
works
to
contain
this
pandemic.
Spending
Stays
Home
Stay-at-home
orders
have
changed
travel
and
entertainment
habits
for
many
people.
In
April,
the
TSA
reported
a
96%
drop
in
international
air
travel
as
the
pandemic
forced
the
borders
of
many
countries
to
close.
The
fall
in
global
travel
could
bring
opportunities
for
growth
in
domestic
travel
as
people
look
for
summer
destinations
in
the
US.
In
May,
a
survey
of
more
than
14,000
US
and
Canadian
travelers
found
that
57%
of
those
surveyed
said
that
if
they
were
to
travel
in
2020
it
would
be
domestically,
with
43%
saying
they
would
be
interested
in
traveling
by
road.
Our
channel
checks
show
robust
sales
in
RVs,
boats,
bikes,
camping
supplies
and
off-road
vehicles.
RV
sales
have
increased
170%
compared
to
last
year
as
people
look
for
alternative
ways
to
travel
instead
of
flying.
A
“nesting”
trend
has
stimulated
sales
for
home
offices,
pools,
computer
games,
garden
supplies
and
pets.
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
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(Unaudited)
June
30,
2020
2
Many
non-essential
businesses
are
suffering
the
effects
of
stay-at-home
orders
as
demand
fell
dramatically
during
the
second
quarter.
During
the
first
half
of
the
year
Chapter
11
bankruptcy
filings
grew
by
26%
with
a
total
of
3,604
businesses
filing
for
the
protection.
Commercial
Chapter
11
filings
in
June
were
up
43%
over
last
year,
bringing
filings
near
2008
recession
levels.
Unusual
times
like
these
strengthen
our
focus
on
businesses
with
strong
balance
sheets
and
ample
cash
over
pure
growth
stories.
After
the
second
quarter
43%
of
the
Russell
2000
was
losing
money,
yet
largely
due
to
the
surge
in
government
stimulus
and
money
printing,
lower
quality
money
losers
outperformed
profitable
companies
by
over
32%.
Globally,
over
$18
trillion
was
pumped
into
the
markets
following
the
sharpest
first
quarter
decline
since
the
1930s.
Although
the
digitization
of
the
economy
has
been
a
powerful
theme,
many
of
the
stocks
in
the
technology
space
are
trading
on
euphoria
and
pure
momentum.
The
current
Fed
stimulus
is
more
than
three
times
that
which
preceded
the
internet
bubble
in
1999.
In
addition,
in
an
unprecedented
move
the
Fed
has
started
buying
individual
companies’
bonds.
This
is
a
big
factor
in
the
rising
prices.
A
reversion
to
the
mean
could
be
painful
for
those
speculating
in
exciting
stories
with
little
cash
flow
support.
Sometimes
it
is
easy
to
get
swept
up
by
these
rapid
growth
stories,
but
it
is
always
important
to
look
past
the
stories
and
find
the
most
financially
sound
businesses.
Acceleration
of
Digital
Trends
Though
COVID-19
forced
many
businesses
to
close
their
physical
locations,
the
rate
of
digitization
has
dramatically
accelerated.
Many
companies
have
had
to
quickly
transition
to
utilizing
digital
collaboration
tools
to
support
most
of
their
employees
working
from
home.
Apps
from
companies
like
Microsoft
and
Alphabet
have
seen
substantial
growth
in
users
and
meeting
minutes
because
of
the
coronavirus.
Microsoft’s
Skype
saw
daily
users
increase
70%
to
40
million
at
the
start
of
the
shutdown
and
their
Teams
app
has
reached
over
75
million
daily
active
users.
Growth
in
collaboration
apps
like
Skype
and
Teams
could
also
benefit
Microsoft’s
other
products
like
their
Office
suite.
Businesses
will
be
able
to
fully
integrate
other
Microsoft
apps
like
Word,
Excel
and
PowerPoint
into
their
digital
meetings,
creating
a
more
seamless
and
effective
work
environment.
Google
Meet
has
been
adding
about
three
million
new
users
each
day
and
has
seen
a
thirty-fold
increase
in
usage
since
January.
If
companies
can
find
success
with
a
large
portion
of
their
employees
working
from
home,
then
the
increase
in
digital
collaboration
usage
could
become
the
norm
going
forward.
Another
area
of
digitization
that
has
benefited
from
the
current
economic
environment
is
the
cloud.
Cloud
revenues
for
the
major
players,
Amazon,
Microsoft
and
Alphabet,
have
remained
essentially
unaffected
by
the
pandemic.
According
to
the
Wall
Street
Journal,
companies
spent
$34.6
billion
on
cloud
services
in
the
second
quarter
up
30%
from
the
prior
year.
The
public
Infrastructure
as
a
Service
(IaaS)
and
Platform
as
a
Service
(PaaS)
segments
performed
the
best
as
businesses
have
moved
more
functions
like
databases
and
software
to
the
cloud
to
better
facilitate
remote
work.
Another
area
where
COVID-19
has
made
the
need
for
digitization
more
apparent
than
ever
is
in
physical
retail,
as
stay-at-home
orders
have
taken
a
toll
on
many
businesses
that
were
not
prepared
for
disruption
at
this
scale.
Coresight
Research
has
recorded
a
total
of
4,005
announced
closures
by
US
retailers
so
far
in
2020,
and
they
estimate
that
retailers
could
announce
between
20,000
and
25,000
closures
this
year
due
to
the
coronavirus,
a
record
for
the
industry.
These
store
closures
could
benefit
some
businesses
as
they
will
be
able
to
reevaluate
their
footprint
and
downsize
to
a
more
sustainable
level.
In
2019
there
were
8.5
billion
square
feet
of
retail
space
in
the
US
which
equates
to
about
24.5
square
feet
of
space
per
person,
over
five
times
Europe’s
average
of
4.5
square
feet
per
person.
This
overcapacity
has
crippled
big
retailers
like
Macy’s
and
JCPenney
and
a
shift
must
take
place
for
the
industry
to
survive
in
a
digital
age.
By
reducing
their
physical
footprint
and
building
out
their
e-commerce
capabilities,
physical
retailers
could
become
more
resilient
to
future
disruptions
while
also
improving
profitability.
Rapid
shifts
in
the
market
like
what
we
have
seen
with
COVID-19
emphasize
the
need
to
find
companies
on
the
right
side
of
digital
that
will
be
able
to
succeed
in
a
digitally
focused
economy.
Things
like
working
remotely
and
increased
AUXIER
FOCUS
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MESSAGE
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OUR
SHAREHOLDERS
(Unaudited)
June
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2020
3
online
shopping
activity
could
become
the
norm
once
the
dust
settles
and
it
is
important
to
know
which
companies
will
be
ready
for
that
new
environment.
Blockchain
a
Potential
Disruptor
As
the
world
becomes
more
reliant
on
the
internet
and
digital
business,
the
topic
of
data
security
has
become
more
important
than
ever.
Blockchain
technology
was
originally
created
to
securely
manage
transactions
of
digital
currency
but
there
are
many
more
potential
uses
for
the
technology
that
could
change
the
way
people
and
businesses
interact
on
the
internet.
One
of
the
biggest
advantages
of
storing
data
in
a
blockchain
is
that
the
data
is
secure,
nearly
impossible
to
alter
and
it
can
be
verified
by
anyone
in
the
world
without
having
to
rely
on
a
third
party
for
ensuring
its
authenticity.
Blockchain
is
a
public
ledger
of
all
transactions
executed
in
a
particular
market
that
works
by
placing
data
into
blocks
with
a
unique
identifying
number;
these
blocks
are
then
linked
to
the
blocks
before
and
after
them,
creating
a
chain.
Thousands
or
millions
of
computers
can
then
independently
check
and
verify
that
this
data
is
correct
and
then
add
the
block
to
their
ledger.
These
blocks
all
remain
in
the
exact
order
they
were
placed
into
the
network
so
that
any
data
can
be
quickly
and
easily
traced
to
its
origin
and
verified.
This
creates
a
safe
data
environment
that
makes
it
effectively
impossible
for
someone
to
alter
or
steal
data
in
the
blocks,
because
any
change
to
a
previous
block
of
data
will
change
every
block
that
follows
it.
So,
an
attacker
would
have
to
change
every
block
in
the
blockchain
on
more
than
50%
of
every
single
computer
in
the
network
for
their
change
to
go
unnoticed.
Blockchains
automatically
update
every
10
minutes,
so
an
attacker
would
have
to
do
this
in
that
timeframe
which
would
be
nearly
impossible.
Because
of
this
security,
companies
are
looking
at
using
the
technology
for
many
different
applications
that
could
disrupt
existing
online
cloud
solutions.
The
medical
industry
could
use
blockchain
technology
for
safe
recordkeeping.
Patient
data
could
be
stored
on
the
blockchain
which
could
then
only
be
accessed
by
authorized
medical
professionals.
Ranchers
in
Wyoming
are
using
blockchain
with
radio
frequency
identification
(RFID)
to
track
animals
while
greatly
improving
transparency.
Other
applications
in
the
food
industry
include
using
blockchain
to
accurately
track
where
products
were
produced
and
where
they
have
traveled.
Walmart
and
IBM
have
been
using
this
technology
and
have
been
able
to
reduce
the
time
for
tracking
certain
food
products
from
seven
days
down
to
2.2
seconds.
This
can
be
vitally
important
as
the
World
Health
Organization
estimates
that
600
million
people
get
sick
from
contaminated
food
every
year.
The
future
of
blockchain
technology
is
unknown
but
it
has
the
potential
to
disrupt
many
industries
including
the
massive
cloud
infrastructure
industry.
Cloud
providers
like
Microsoft
host
their
services
on
centralized
servers
which
can
face
outages
and
outside
attacks.
Decentralizing
the
cloud
could
help
lower
the
chances
of
these
risks.
One
problem
that
blockchain
technology
currently
faces
is
that
its
decentralized
nature
means
that
it
is
much
slower
and
more
expensive
to
operate
than
traditional
cloud
services.
Even
though
blockchain
offers
increased
reliability
and
security,
consumers
may
choose
to
stay
with
traditional
cloud
providers
to
take
advantage
of
lower
operating
costs
and
faster
service.
Blockchain
technology
is
still
in
its
early
days
and
even
with
its
current
limitations
it
has
the
potential
to
one
day
disrupt
many
industries,
so
it
will
be
important
to
see
how
the
technology
evolves
and
improves
over
the
coming
years.
Potential
for
Biotech
and
Medtech
Microsoft
founder
Bill
Gates
is
predicting
that
more
people
will
die
from
pandemics
in
the
next
thirty
years
than
in
wars.
As
a
result,
we
have
increased
our
research
in
biologics,
specialty
pharma,
genomics
and
other
areas
of
medical
technology.
We
own
many
companies
that
are
working
on
therapeutics
and
vaccines
being
developed
to
fight
COVID-19.
We
see
the
focus
on
the
immune
system
as
a
critical
factor
in
not
only
the
battle
against
cancer
but
also
current
and
future
pandemics.
The
exponential
growth
in
critical
data
should
accelerate
cures
for
many
debilitating
diseases.
We
see
this
as
an
exciting
investment
opportunity
for
years
to
come.
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
June
30,
2020
4
Auxier
Focus
Fund
–
Investor
Class
Average
Annual
Total
Returns
(06/30/2020)
Since
Inception
(07/09/1999)
6.79%
10-year
8.45%
5-year
5.23%
1-year
-3.17%
3-month
13.59%
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
an
investor's
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
As
stated
in
the
current
prospectus,
the
Fund’s
Investor
Class
Share’s
annual
operating
expense
ratio
(gross)
is
1.11%.
The
Fund’s
adviser
has
contractually
agreed
to
waive
a
portion
of
its
fee
and/or
reimburse
Fund
expenses
to
limit
total
annual
operating
expenses
at
0.94%,
which
is
in
effect
until
October
31,
2020.
Other
share
classes
may
vary.
The
Fund
charges
a
2.0%
redemption
fee
on
shares
redeemed
within
180
days
of
purchase.
For
the
most
recent
month-end
performance,
please
call
(877)
328-9437
or
visit
the
Adviser’s
website
at
www.auxierasset.com.
The
recent
growth
rate
in
the
stock
market
has
helped
to
produce
short-term
returns
that
are
not
typical
and
may
not
continue
in
the
future.
Performance
Update
Auxier
Focus
Fund’s
Investor
Class
returned
13.59%
in
the
second
quarter
vs.
20.54%
for
the
cap-weighted
S&P
500
Index
and
18.51%
for
the
DJIA.
The
equal-weight
S&P
500
returned
21.73%.
Small
stocks
as
measured
by
the
Russell
2000
were
up
25.42%.
Emerging
markets
as
measured
by
the
MSCI
Emerging
Markets
Index
were
up
18.08%.
Stocks
in
the
Fund
comprised
95.3%
of
the
portfolio.
The
equity
breakdown
was
83.9%
domestic
and
11.3%
foreign,
with
4.8%
in
cash
and
short-term
debt
instruments.
A
hypothetical
$10,000
investment
in
the
Fund
since
inception
in
July
1999
to
June
30,
2020
is
now
worth
$39,699
vs.
$33,092
for
the
S&P
500.
The
equities
in
the
Fund
(entire
portfolio,
not
share
class
specific)
have
had
a
cumulative
return
of
564.19%
since
inception
and
the
Fund
as
a
whole
has
had
a
cumulative
return
of
296.98%
vs.
230.92%
for
the
S&P.
This
was
achieved
with
an
average
exposure
to
the
market
of
less
than
80%
over
the
entire
period.
Contributors:
Our
outlook
on
a
cross
section
of
positions
with
a
positive
impact
on
the
portfolio
for
the
period
ended
6/30/2020.
Microsoft
(MSFT)
During
the
quarter,
Microsoft’s
cloud
and
digital
collaboration
tools
helped
the
company
grow
during
uncertain
times.
Stay-at-home
orders
forced
many
companies
to
rethink
how
they
do
business
as
they
begin
to
look
for
ways
to
digitize
their
operations
more
rapidly.
Azure
cloud
continued
to
drive
growth
for
Microsoft
and
its
revenue
has
grown
over
45%
in
each
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
June
30,
2020
5
of
the
last
4
quarters.
The
shift
to
working
remotely
has
significantly
boosted
collaboration
apps
like
Teams
and
Skype.
COVID-19
has
also
had
a
positive
impact
on
the
gaming
industry
in
which
Microsoft
has
an
interest
with
their
Xbox
brand.
Play
time
on
Xbox’s
subscription
service
increased
by
130%
during
the
peak
of
the
shutdown
and
the
Xbox
ecosystem
now
has
nearly
90
million
monthly
active
users.
As
a
software
focused
company,
Microsoft
should
be
able
to
capitalize
on
the
continued
shift
to
digital
following
the
disruption
caused
by
COVID-19.
Mastercard
(MA)
Even
though
stay-at-home
orders
have
drastically
reduced
spending
in
areas
such
as
travel
and
entertainment,
Mastercard
was
still
able
to
find
success
during
the
quarter.
As
more
people
were
forced
to
stay
home,
spending
in
areas
such
as
grocery,
gaming
and
home
improvement
slightly
offset
the
decrease
in
spending
in
travel
and
entertainment.
According
to
JP
Morgan
Chase,
total
spending
from
customers
fell
40%
during
the
height
of
the
stay-at-home
orders
in
April
compared
to
last
year.
While
Mastercard
could
face
some
near-term
headwinds
due
to
a
drastic
drop
in
air
travel
and
entertainment
spending,
management
is
confident
that
they
will
return
to
a
position
of
strength
once
the
economy
begins
to
recover
and
the
use
of
digital
currency
grows.
Lowe’s
Companies
Inc.
(LOW)
Lowe’s
has
performed
well
as
spending
on
home
improvement
has
seen
a
boost
during
the
pandemic.
Home
improvement
spending
grew
16.4%
in
May.
E-commerce
sales
for
the
company
grew
by
80%
as
people
took
on
more
do-it-yourself
(DIY)
projects
while
staying
at
home.
As
many
other
companies
temporarily
laid
off
workers,
Lowe’s
has
been
able
to
continue
hiring
and
recently
announced
another
$100
million
in
bonuses
for
their
hourly
employees
in
the
US.
Home
improvement
retailers
like
Lowe’s
can
defend
against
the
digitization
of
retail
due
to
many
large
products
being
too
expensive
for
online
retailers
to
ship.
DIY
consumers
also
value
the
in-person
help
from
the
experts
at
Lowe’s
stores
that
is
difficult
for
an
online
home
improvement
retailer
to
replicate.
Recently
lumber
prices
are
up
over
40%
for
the
year.
We
are
hearing
about
extreme
shortages
of
lumber
at
Home
Depot
(HD)
due
to
supply
disruptions.
Interest
rates
on
home
mortgages
are
hitting
record
lows–near
3%–boosting
housing
demand.
Quest
Diagnostics
Inc.
(DGX)
As
a
leading
provider
of
diagnostic
information
services,
Quest
Diagnostics
has
been
vital
in
testing
for
COVID-19.
At
the
start
of
the
crisis,
testing
was
limited
and
volume
for
Quest
fell
as
much
as
50%
due
to
stay-at-home
orders
and
the
overwhelmed
healthcare
system,
but
the
last
few
months
have
marked
an
uptick
in
testing.
At
the
peak
of
the
crisis,
Quest
accounted
for
nearly
50%
of
all
COVID-19
testing
across
the
US,
and
by
June
Quest
was
processing
as
many
as
100,000
active
infection
tests
and
200,000
antibody
tests
per
day.
As
the
US
continues
to
increase
testing
for
the
virus,
Quest
management
is
confident
that
their
scale
will
offer
significant
cost
advantages
compared
to
hospital-based
labs
and
smaller
regional
players.
The
company’s
nationwide
footprint
and
extensive
network
of
patient
service
centers
would
be
difficult
for
another
company
to
replicate
from
scratch.
DuPont
de
Nemours
Inc.
(DD)
DuPont
CEO
Ed
Breen
has
a
very
strong
capital
allocation
track
record.
He
achieved
a
700%
return
over
his
tenure
at
Tyco.
COVID-19
has
created
headwinds
for
segments
like
transportation,
but
the
pandemic
helped
increase
sales
of
the
company’s
Tyvek
personal
protective
equipment
(PPE)
by
55%.
Once
shutdowns
are
lifted,
management
is
expecting
demand
for
leading
products
like
Kevlar
and
Nomex
will
normalize
as
people
spend
less
time
working
from
home.
DuPont
still
plans
to
sell
off
and
merge
their
nutrition
business
with
International
Flavors
&
Fragrances
in
the
first
quarter
of
2021,
which
would
further
tighten
their
focus
on
a
smaller
portfolio
of
products.
UnitedHealth
Group
Inc.
(UNH)
As
the
largest
health
insurer
in
the
US,
UnitedHealth
has
seen
positive
tailwinds
from
deferred
elective
procedures
due
to
social
distancing
policies.
The
deferring
of
procedures
caused
earnings
for
the
June
quarter
to
double,
but
management
reaffirmed
their
guidance
for
2020
indicating
that
they
believe
the
benefit
will
be
short-lived
once
stay-at-home
orders
are
lifted
and
elective
procedures
normalize.
The
company
generates
healthy
annual
cash
flow
of
$19
billion.
It
has
a
top
three
pharmacy
benefit
manager
in
OptumRx
and
an
analytics
platform
in
Optum
Insight
which
means
the
company
can
interact
more
with
their
patients
during
the
health
care
process.
This
can
create
a
network
effect
as
patients
who
utilize
more
of
UnitedHealth’s
services
can
take
advantage
of
discounts
that
would
be
hard
for
smaller
regional
competitors
to
replicate.
Top
Equity
Holdings
%
Assets
Mastercard
,
Inc.,
Class A
6.5%
UnitedHealth
Group,
Inc.
5.7%
Microsft
Corp.
5.5%
PepsiCo.,
Inc
3.9%
Medtronic
PLC.
3.7%
Johnson
&
Johnson
3.4%
Kroger
Co.
3.2%
Phillip
Morris
International
2.9%
Visa,
Inc.
2.9%
Bank
of
New
York
Mellon
Corp
2.8%
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
June
30,
2020
6
Detractors
to
the
period:
Our
outlook
on
a
cross
section
of
portfolio
positions
with
a
negative
return
for
the
period
ended
6/30/2020:
Berkshire
Hathaway
Inc.
(BRKB)
Berkshire
Hathaway
has
suffered
from
major
exposures
to
insurance,
banking,
energy
and
aerospace
industries.
According
to
the
Wall
Street
Journal,
property
casualty
insurance
losses
tied
to
Covid-19
are
estimated
to
come
in
between
$50
to
$100
billion.
This
is
the
largest
loss
in
history.
Zero
interest
rates
also
diminish
the
value
of
Berkshire’s
insurance
float
while
negatively
impacting
bank
net
interest
margins.
Banks,
as
measured
by
the
KBW
Bank
Index
recently
traded
under
85%
of
book
value—the
cheapest
since
the
early
1990s
thrift
crisis.
Jet
engine
demand
has
crashed
negatively
impacting
Precision
Castparts.
The
stock
is
very
cheap
and
represents
good
value
selling
close
to
book
value
with
over
$130
billion
in
cash.
Molson
Coors
Beverage
Co.
(TAP)
While
many
types
of
alcohols
saw
record
sales
during
the
stay-at-home
orders,
non-craft
beer
was
not
one
of
them.
Major
brands
for
Molson
Coors,
such
as
Coors
Light
and
Miller
Lite,
saw
their
sales
decline
as
bars,
restaurants
and
sports
venues
shut
down.
The
pandemic
has
also
accelerated
consumers’
changing
alcohol
preferences
from
beer
to
hard
seltzers
and
marijuana.
Still,
the
company
has
a
powerful
North
American
distribution
network
and
is
working
hard
to
develop
attractive
offerings
in
hard
seltzers,
wine
spritzers,
CBD
drinks
and
hard
coffee.
Molson
Coors
has
a
history
of
survival.
Molson
was
founded
in
1786
while
Coors
was
founded
in
1873.
The
stock
is
selling
at
one
of
the
lowest
valuations
in
a
decade.
Philip
Morris
International
Inc.
(PM)
Philip
Morris
is
making
great
strides
with
their
smokeless,
heated
tobacco
product
IQOS
that
was
recently
approved
by
the
FDA.
It
greatly
reduces
the
risk
for
those
who
enjoy
the
taste
of
nicotine.
This
product
is
seeing
sales
growth
from
15%-40%
throughout
the
world.
The
company
continues
to
evolve
as
they
are
focusing
heavily
on
ESG
(Environmental,
Social,
and
Governance),
recently
putting
out
a
192-page
report.
Biogen
Inc.
(BIIB)
In
June,
a
judge
in
West
Virginia
ruled
that
the
patent
for
Biogen’s
drug
Tecfidera
was
invalid.
While
Biogen
intends
to
appeal
the
ruling
their
chances
for
success
are
not
high.
Mylan
(MYL),
who
brought
the
lawsuit,
has
said
they
will
start
producing
biosimilars
as
soon
as
possible.
In
2019,
Tecfidera
had
sales
of
$4.4
billion
which
was
around
31%
of
Biogen’s
total
revenues.
Despite
the
setback
from
Tecfidera,
Biogen
still
has
a
promising
pipeline,
headlined
by
their
Alzheimer’s
drug
Aducanumab,
and
a
fast-growing
drug
in
Spinraza
for
spinal
muscular
atrophy
(SMA).
In
2019,
sales
of
Spinraza
grew
22%
year-over-year
to
over
$2
billion.
Meanwhile
management
at
Biogen
is
confident
the
FDA
will
approve
Aducanumab,
giving
them
another
potential
avenue
for
growth.
Biogen
had
over
$4.8
billion
in
cash
and
equivalents
and
sells
for
less
than
12
times
earnings.
Medtronic
plc
(MDT)
Medtronic
has
been
hit
by
the
pandemic
as
elective
surgeries
have
been
postponed.
It
is
the
largest
pure-play
medical
device
maker
and
is
utilizing
advances
in
technology
to
attack
a
wide
range
of
chronic
conditions
in
diabetes,
neurology,
cardiac
care
and
spinal
conditions.
The
management
is
very
innovative
and
the
company
has
a
fortress
balance
sheet
with
over
$6
billion
in
free
cash
flow.
Merck
&
Co.,
Inc.
(MRK)
Merck
is
one
of
the
many
companies
currently
working
on
producing
a
COVID-19
vaccine.
In
May
they
bought
the
company
Themis,
which
has
a
COVID-19
vaccine
in
development
based
on
an
existing
measles
vaccine.
Merck
has
also
teamed
up
with
the
nonprofit
group
IAVI
to
develop
a
vaccine
based
on
their
already
existing
Ebola
vaccine.
With
the
sheer
number
of
companies
attempting
to
develop
a
COVID-19
vaccine,
it
remains
unlikely
that
any
one
company
will
be
the
first
to
succeed,
however
Merck’s
size
and
vast
resources
make
them
a
better
bet
than
most.
Even
if
their
vaccine
efforts
fail,
Merck
could
benefit
in
the
long
run
from
a
positive
change
of
perception.
Recently,
the
FDA
approved
animal
health
drug
Bravecto
for
dogs
to
treat
ticks
and
fleas.
The
fundamentals
for
the
pet
business
are
strong
and
we
are
monitoring
many
stocks
in
the
space
including
Zoetis
and
IDEXX
Labs.
However,
the
biggest
value
driver
for
Merck
is
in
battling
cancer
through
their
PD-1
drug
Keytruda
which
has
the
potential
to
be
the
top
selling
drug
globally
by
2023.
In
Closing
This
pandemic
has
been
horrible
for
many
nonessential
segments
of
the
economy
and
has
accelerated
digital
trends
from
years
to
months.
We
have
never
seen
such
a
high
percentage
(over
90%)
of
the
world’s
economies
drop
into
recession
nor
have
we
seen
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
June
30,
2020
7
such
a
swift
and
powerful
response
by
the
US
Federal
Reserve.
They
have
aggressively
cut
rates
to
zero,
expanded
their
balance
sheet
by
three
trillion
to
$7.2
trillion
and
are
buying
junk
bonds
for
the
first
time
in
history.
M2
money
supply
has
been
growing
at
a
24%
annual
clip.
Total
government
stimulus
is
running
$5
trillion
through
June.
This
is
more
than
double
what
was
administered
in
the
2009
recession,
in
a
fraction
of
the
time.
It
has
totally
distorted
the
bond
market.
The
ten-year
treasury
rate
recently
dropped
under
0.6%.
Rampant
speculation
has
returned
following
exciting
stories
with
little
cash
flow.
With
interest
rates
at
5000-year
lows
and
the
printing
presses
rolling
we
believe
purchasing
power
risk
is
rising.
$1
in
1940
would
require
$19
today.
The
Fund
portfolio
is
currently
far
more
attractive
based
on
measures
of
earnings
yield,
return
on
equity
and
free
cash
flow
yield
than
anything
we
are
seeing
in
the
fixed
income
market.
We
utilize
years
of
cumulative
knowledge
and
ownership
not
only
to
mitigate
risk
but
to
be
prepared
for
double
play
opportunities
by
knowing
intimately
the
fundamentals
of
each
investment.
Rather
than
trying
to
predict
markets
we
try
to
research
and
monitor
daily
the
operating
reality
of
great
managers
and
businesses
that
can
endure
the
most
challenging
economic
conditions.
There
are
no
shortcuts
when
protecting
one’s
hard
earned
savings.
Andy
Grove,
one
of
the
greatest
technology
CEOs
of
Intel
wrote
about
crisis
investing.
“Bad
companies
are
destroyed
by
crisis,
good
companies
survive
them,
great
companies
are
improved
by
them.”
We
appreciate
your
trust.
Jeff
Auxier
Fund
returns
(i)
assume
the
reinvestment
of
all
dividends
and
capital
gain
distributions
and
(ii)
would
have
been
lower
during
the
period
if
certain
fees
and
expenses
had
not
been
waived.
Performance
shown
is
for
the
Fund’s
Investor
Class
shares;
returns
for
other
share
classes
will
vary.
Performance
for
Investor
Class
shares
for
periods
prior
to
December
10,
2004
reflects
performance
of
the
applicable
share
class
of
Auxier
Focus
Fund,
a
series
of
Unified
Series
Trust
(the
“Predecessor
Fund”).
Prior
to
January
3,
2003,
the
Predecessor
Fund
was
a
series
of
Ameriprime
Funds.
The
performance
of
the
Fund’s
Investor
Class
shares
for
the
period
prior
to
December
10,
2004
reflects
the
expenses
of
the
Predecessor
Fund.
The
Fund
may
invest
in
value
and/or
growth
stocks.
Investments
in
value
stocks
are
subject
to
risk
that
their
intrinsic
value
may
never
be
realized
and
investments
in
growth
stocks
may
be
susceptible
to
rapid
price
swings,
especially
during
periods
of
economic
uncertainty.
In
addition,
the
Fund
may
invest
in
mid-sized
companies
which
generally
carry
greater
risk
than
is
customarily
associated
with
larger
companies.
Moreover,
if
the
Fund’s
portfolio
is
overweighted
in
a
sector,
any
negative
development
affecting
that
sector
will
have
a
greater
impact
on
the
Fund
than
a
fund
that
is
not
overweighted
in
that
sector.
An
increase
in
interest
rates
typically
causes
a
fall
in
the
value
of
a
debt
security
(Fixed-Income
Securities
Risk)
with
corresponding
changes
to
the
Fund’s
value.
Fund
holdings
and
sector
allocations
are
subject
to
change
and
should
not
be
considered
a
recommendation
to
buy
or
sell
any
security.
The
S&P
500
Index
is
a
broad-based,
unmanaged
measurement
of
changes
in
stock
market
conditions
based
on
500
widely
held
common
stocks.
The
Dow
Jones
Industrial
Average
is
a
price
weighted
index
designed
to
represent
the
stock
performance
of
large,
well-known
U.S.
companies
within
the
utilities
industry.
The
S&P
500
Equal
Weight
Index
(EWI)
is
the
equal-weight
version
of
the
widely
used
S&P
500.
The
index
includes
the
same
constituents
as
the
capitalization
weighted
S&P
500,
but
each
company
in
the
S&P
500
EWI
is
allocated
a
fixed
weight
(0.2%)
of
the
index
total
at
each
quarterly
rebalance.
The
Russell
2000
index
is
an
index
measuring
the
performance
of
approximately
2,000
smallest-cap
American
companies
in
the
Russell
3000
Index,
which
is
made
up
of
3,000
of
the
largest
U.S.
stocks.
It
is
a
market-cap
weighted
index.
The
MSCI
Emerging
Market
Index
captures
mid
and
large
caps
across
more
than
two
dozen
emerging
market
countries.
The
index
is
a
float-adjusted
market
capitalization
index
and
represents
13%
of
global
market
capitalization.
The
KBW
Bank
Index
is
a
benchmark
index
for
the
banking
sector
made
up
of
24
banking
stocks
selected
as
indicators
for
large
U.S.
national
money
center
banks,
regional
banks
and
thrift
institutions.
One
cannot
invest
directly
in
an
index
or
average.
The
views
in
this
shareholder
letter
were
those
of
the
Fund
Manager
as
of
the
letter’s
publication
date
and
may
not
reflect
his
views
on
the
date
this
letter
is
first
distributed
or
anytime
thereafter.
These
views
are
intended
to
assist
readers
in
understanding
the
Fund’s
investment
methodology
and
do
not
constitute
investment
advice.
AUXIER
FOCUS
FUND
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
June
30,
2020
8
The
following
chart
reflects
the
change
in
the
value
of
a
hypothetical
$10,000
investment
in
Investor
Shares,
including
reinvested
dividends
and
distributions,
in
the
Auxier
Focus
Fund
(the
“Fund”)
compared
with
the
performance
of
the
benchmark,
the
S&P
500
Index
(“S&P
500”),
over
the
past
ten
fiscal
years.
The
S&P
500
is
a
broad-based
measurement
of
the
U.S.
stock
market
based
on
the
performance
of
500
widely
held
large
capitalization
common
stocks.
The
total
return
of
the
Fund's
classes
includes
the
maximum
sales
charge
of
5.75%
(A
Shares
only)
and
operating
expenses
that
reduce
returns,
while
the
total
return
of
the
S&P
500
does
not
include
the
effect
of
sales
charges
and
expenses.
A
Shares
are
subject
to
a
1.00%
contingent
deferred
sales
charge
on
shares
purchased
without
an
initial
sales
charge
and
redeemed
less
than
one
year
after
purchase.
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
Investor
Shares
vs.
S&P
500
Index
\
Performance
data
quoted
represents
past
performance
and
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
As
stated
in
the
Fund’s
prospectus,
the
annual
operating
expense
ratios
(gross)
for
Investor
Shares,
A
Shares
and
Institutional
Shares
are
1.11%,
1.53%
and
1.10%,
respectively.
However,
the
Fund’s
Adviser 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,
dividend
expenses
on
short
sales,
and
extraordinary
expenses)
to
0.94%,
1.25%
and
0.80%
of
the
Investor
Shares,
A
Shares
and
Institutional
Shares,
respectively,
through
October
31,
2020
(the
“Expense
Cap”).
The
Expense
Cap
may
be
raised
or
eliminated
only
with
the
consent
of
the
Board
of
Trustees.
The
Adviser
may
be
reimbursed
by
the
Fund
for
fees
waived
and
expenses
reimbursed
by
the
Adviser
pursuant
to
the
Expense
Cap
if
such
payment
is
made
within
three
years
of
the
fee
waiver
or
expense
reimbursement
and
does
not
cause
the
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
to
exceed
the
lesser
of
(i)
the
then-current
Expense
Cap
and
(ii)
the
Expense
Cap
in
place
at
the
time
the
fees/expenses
were
waived/reimbursed.
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
will
increase
if
exclusions
from
the
Expense
Cap
apply.
Shares
redeemed
or
exchanged
within
180
days
of
purchase
will
be
charged
a
2.00%
redemption
fee.
The
performance
table
and
graph
do
not
reflect
the
deduction
of
taxes
that
a
shareholder
would
pay
on
Fund
distributions
or
the
redemption
of
Fund
shares.
Returns
greater
than
one
year
are
annualized.
For
the
most
recent
month-end
performance,
please
call
(877)
328-9437
or
visit
www.auxierasset.com.
Performance
for
Investor
Shares
for
periods
prior
to
December
10,
2004,
reflects
performance
and
expenses
of
Auxier
Focus
Fund,
a
series
of
Unified
Series
Trust
(the
“Predecessor
Fund”).
Prior
to
January
3,
2003,
the
Predecessor
Fund
was
a
series
of
Ameriprime
Funds.
Average
Annual
Total
Returns
Periods
Ended
June
30,
2020
One
Year
Five
Years
Ten
Years
Since
Inception
(1)
Investor
Shares
-3.17%
5.23%
8.45%
6.79%
S&P
500®
Index
(Since
July
9,
1999)
7.51%
10.73%
13.99%
5.87%
A
Shares
(with
sales
charge)
(2)(3)
-9.02%
3.75%
7.68%
6.43%
Institutional
Shares
(3)
-3.00%
5.41%
8.62%
6.87%
(1)
Institutional,
A
Shares
and
Investor
Shares
commenced
operations
on
May
9,
2012,
July
8,
2005
and
July
9,
1999,
respectively.
(2)
Due
to
shareholder
redemptions
on
August
21,
2005,
net
assets
of
the
class
were
zero
from
the
close
of
business
on
that
date
until
September
22,
2005.
Financial
information
presented
for
the
period
August
21,
2005
to
September
22,
2005
reflects
performance
of
Investor
Shares
of
the
Fund.
(3)
For
Institutional
Shares,
performance
for
the
10-year
and
since
inception
periods
are
blended
average
annual
returns
which
include
the
returns
of
the
Investor
Shares
prior
to
commencement
of
operations
of
the
Institutional
Shares.
For
A
Shares,
performance
for
the
since
inception
period
is
a
blended
average
annual
return
which
includes
the
return
of
the
Investor
Shares
prior
to
commencement
of
operations
of
the
A
Shares.
AUXIER
FOCUS
FUND
SCHEDULE
OF
INVESTMENTS
June
30,
2020
9
See
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Common
Stock
-
95.1%
Communication
Services
-
1.0%
1,535
58.com,
Inc.,
ADR
(a)
$
82,798
84,275
America
Movil
SAB
de
CV,
ADR
1,069,450
3,719
Cisco
Systems,
Inc.
173,454
113,738
Telefonica
SA,
ADR
548,217
4,081
ViacomCBS,
Inc.,
Class B
95,169
1,969,088
Consumer
Cyclicals
-
1.3%
1,241
Booking
Holdings,
Inc.
(a)
1,976,094
13,675
DR
Horton,
Inc.
758,279
2,734,373
Consumer
Discretionary
-
6.8%
114,314
Arcos
Dorados
Holdings,
Inc.,
Class A
478,976
34,000
Becle
SAB
de
CV
(a)
64,940
45,908
Comcast
Corp.,
Class A
1,789,494
13,715
CVS
Health
Corp.
891,064
103,092
Discovery,
Inc.,
Class A
(a)
2,175,241
4,641
Discovery,
Inc.,
Class C
(a)
89,386
100
Domino's
Pizza,
Inc.
36,944
16,250
General
Motors
Co.
411,125
176,238
Lincoln
Educational
Services
Corp.
(a)
687,328
17,725
Lowe's
Cos.,
Inc.
2,395,002
4,756
McDonald's
Corp.
877,339
52,302
Sally
Beauty
Holdings,
Inc.
(a)
655,344
3,870
The
Home
Depot,
Inc.
969,474
12,850
Walmart,
Inc.
1,539,173
4,550
Yum
China
Holdings,
Inc.
218,718
7,050
Yum!
Brands,
Inc.
612,715
13,892,263
Consumer
Staples
-
17.9%
65,455
Altria
Group,
Inc.
2,569,109
34,055
British
American
Tobacco
PLC,
ADR
1,322,015
13,200
Coca-Cola
HBC
AG,
ADR
333,960
3,635
Diageo
PLC,
ADR
488,508
664
Lamb
Weston
Holdings,
Inc.
42,449
50,327
Molson
Coors
Beverage
Co.,
Class B
1,729,236
34,800
Monster
Beverage
Corp.
(a)
2,412,336
60,895
PepsiCo.,
Inc.
8,053,973
84,525
Philip
Morris
International,
Inc.
5,921,821
69,280
Tesco
PLC,
ADR
597,893
51,300
The
Coca-Cola
Co.
2,292,084
195,126
The
Kroger
Co.
6,605,015
8,525
The
Procter
&
Gamble
Co.
1,019,334
59,421
Unilever
NV,
ADR
3,165,357
36,553,090
Energy
-
2.8%
136,810
BP
PLC,
ADR
3,190,409
7,430
Chevron
Corp.
662,979
13,600
ConocoPhillips
571,472
7,800
Phillips
66
560,820
14,415
Valero
Energy
Corp.
847,891
5,833,571
Financials
-
22.3%
53,260
Aflac,
Inc.
1,918,958
49,495
American
International
Group,
Inc.
1,543,254
2,480
Ameriprise
Financial,
Inc.
372,099
201,699
Bank
of
America
Corp.
4,790,351
16,545
Berkshire
Hathaway,
Inc.,
Class B
(a)
2,953,448
61,374
Central
Pacific
Financial
Corp.
983,825
25,975
Citigroup,
Inc.
1,327,323
5,616
Colliers
International
Group,
Inc.
321,853
132,268
Credit
Suisse
Group
AG,
ADR
1,363,683
5,616
FirstService
Corp.
565,812
Shares
Security
Description
Value
Financials
-
22.3%
(continued)
63,668
Franklin
Resources,
Inc.
$
1,335,118
2,025
Marsh
&
McLennan
Cos.,
Inc.
217,424
45,225
Mastercard,
Inc.,
Class A
13,373,033
1,100
PayPal
Holdings,
Inc.
(a)
191,653
150,625
The
Bank
of
New
York
Mellon
Corp.
5,821,656
18,918
The
Travelers
Cos.,
Inc.
2,157,598
3,200
U.S.
Bancorp
117,824
15,249
Unum
Group
252,981
30,600
Visa,
Inc.,
Class A
5,911,002
6,200
Wells
Fargo
&
Co.
158,720
45,677,615
Health
Care
-
26.8%
38,299
Abbott
Laboratories
3,501,678
3,663
AbbVie,
Inc.
359,633
2,900
Alkermes
PLC
(a)
56,275
18,731
Anthem,
Inc.
4,925,878
10,000
Becton
Dickinson
and
Co.
2,392,700
10,250
Biogen,
Inc.
(a)
2,742,387
13,490
Cigna
Corp.
2,531,399
49,145
Johnson
&
Johnson
6,911,261
81,368
Medtronic
PLC
7,461,446
73,249
Merck
&
Co.,
Inc.
5,664,345
7,282
Pfizer,
Inc.
238,121
21,337
Quest
Diagnostics,
Inc.
2,431,565
33,000
Sundial
Growers,
Inc.
(a)
26,367
39,676
UnitedHealth
Group,
Inc.
11,702,436
32,400
Zimmer
Biomet
Holdings,
Inc.
3,867,264
54,812,755
Industrials
-
3.7%
1,240
Caterpillar,
Inc.
156,860
122,841
Corning,
Inc.
3,181,582
3,695
FedEx
Corp.
518,113
27,157
Gates
Industrial
Corp.
PLC
(a)
279,174
85,521
Manitex
International,
Inc.
(a)
425,039
26,850
Raytheon
Technologies
Corp.
1,654,497
2,780
The
Boeing
Co.
509,574
7,795
United
Parcel
Service,
Inc.,
Class B
866,648
7,591,487
Information
Technology
-
8.9%
1,742
Alphabet,
Inc.,
Class A
(a)
2,470,243
33,910
Cerner
Corp.
2,324,531
18,775
Cognizant
Technology
Solutions
Corp.,
Class A
1,066,796
3,155
Facebook,
Inc.,
Class A
(a)
716,406
14,000
Forrester
Research,
Inc.
(a)
448,560
55,142
Microsoft
Corp.
11,221,948
18,248,484
Materials
-
3.2%
14,225
Celanese
Corp.,
Class A
1,228,186
28,458
Corteva,
Inc.
762,390
28,458
Dow,
Inc.
1,159,948
28,458
DuPont
de
Nemours,
Inc.
1,511,973
26,505
LyondellBasell
Industries
NV,
Class A
1,741,909
4,980
The
Mosaic
Co.
62,300
6,466,706
Telecommunications
-
0.1%
19,075
CenturyLink,
Inc.
191,322
Transportation
-
0.3%
2,550
Delta
Air
Lines,
Inc.
71,527
3,110
Union
Pacific
Corp.
525,808
597,335
Total
Common
Stock
(Cost
$105,865,882)
194,568,089
AUXIER
FOCUS
FUND
SCHEDULE
OF
INVESTMENTS
June
30,
2020
10
See
Notes
to
Financial
Statements.
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
June
30,
2020.
The
inputs
or
methodology
used
for
valuing
securities
are
not
necessarily
an
indication
of
the
risks
associated
with
investing
in
those
securities.
For
more
information
on
valuation
inputs,
and
their
aggregation
into
the
levels
used
in
the
table
below,
please
refer
to
the
Security
Valuation
section
in
Note
2
of
the
accompanying
Notes
to
Financial
Statements.
Principal
Security
Description
Rate
Maturity
Value
Corporate
Non-Convertible
Bonds
-
0.9%
Financials
-
0.7%
$
200,000
American
Express
Co.
(callable
at
100)
(b)(c)
3.60%
09/15/20
$
170,696
500,000
JPMorgan
Chase
&
Co.
(callable
at
100)
(b)(c)
4.63
11/01/22
475,917
500,000
The
Goldman
Sachs
Group,
Inc.
(callable
at
100)
(b)(c)
5.00
11/10/22
467,754
400,000
Truist
Financial
Corp.
(callable
at
100)
(b)(c)
5.13
12/15/27
386,345
1,500,712
Industrials
-
0.2%
450,000
General
Electric
Co.
(callable
at
100)
(b)(c)
5.00
01/21/21
353,990
Total
Corporate
Non-Convertible
Bonds
(Cost
$2,000,432)
1,854,702
Investments,
at
value
-
96.0%
(Cost
$107,866,314)
$
196,422,791
Other
Assets
&
Liabilities,
Net
-
4.0%
8,260,116
Net
Assets
-
100.0%
$
204,682,907
ADR
American
Depositary
Receipt
PLC
Public
Limited
Company
(a)
Non-income
producing
security.
(b)
Variable
or
adjustable
rate
security,
the
interest
rate
of
which
adjusts
periodically
based
on
changes
in
current
interest
rates.
Rate
represented
is
as
of
June
30,
2020.
(c)
Perpetual
maturity
security.
Level
1
Level
2
Level
3
Total
Investments
at
Value
Common
Stock
Communication
Services
$
1,969,088
$
–
$
–
$
1,969,088
Consumer
Cyclicals
2,734,373
–
–
2,734,373
Consumer
Discretionary
13,892,263
–
–
13,892,263
Consumer
Staples
36,553,090
–
–
36,553,090
Energy
5,833,571
–
–
5,833,571
Financials
45,677,615
–
–
45,677,615
Health
Care
54,812,755
–
–
54,812,755
Industrials
7,591,487
–
–
7,591,487
Information
Technology
18,248,484
–
–
18,248,484
Materials
6,466,706
–
–
6,466,706
Telecommunications
191,322
–
–
191,322
Transportation
597,335
–
–
597,335
Corporate
Non-
Convertible
Bonds
–
1,854,702
–
1,854,702
Investments
at
Value
$
194,568,089
$
1,854,702
$
–
$
196,422,791
PORTFOLIO
HOLDINGS
(Unaudited)
%
of
Total
Investments
Communication
Services
1.0%
Consumer
Cyclicals
1.4%
Consumer
Discretionary
7.1%
Consumer
Staples
18.6%
Energy
3.0%
Financials
23.2%
Health
Care
27.9%
Industrials
3.9%
Information
Technology
9.3%
Materials
3.3%
Telecommunications
0.1%
Transportation
0.3%
Corporate
Non-Convertible
Bonds
0.9%
100.0%
AUXIER
FOCUS
FUND
STATEMENT
OF
ASSETS
AND
LIABILITIES
June
30,
2020
11
See
Notes
to
Financial
Statements.
ASSETS
Investments,
at
value
(Cost
$107,866,314)
$
196,422,791
Cash
7,705,761
Receivables:
Fund
shares
sold
154,129
Investment
securities
sold
210,647
Dividends
and
interest
361,065
Prepaid
expenses
26,020
Total
Assets
204,880,413
LIABILITIES
Payables:
Fund
shares
redeemed
41,337
Accrued
Liabilities:
Investment
Adviser
fees
84,071
Fund
services
fees
22,640
Other
expenses
49,458
Total
Liabilities
197,506
NET
ASSETS
$
204,682,907
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
112,082,185
Distributable
earnings
92,600,722
NET
ASSETS
$
204,682,907
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
Investor
Shares
5,581,842
A
Shares
133,415
Institutional
Shares
4,219,776
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE*
Investor
Shares
(based
on
net
assets
of
$113,809,767)
$
20.39
A
Shares
(based
on
net
assets
of
$2,769,900)
$
20.76
A
Shares
Maximum
Public
Offering
Price
Per
Share
(net
asset
value
per
share/(100%-5.75%))
$
22.03
Institutional
Shares
(based
on
net
assets
of
$88,103,240)
$
20.88
*Shares
redeemed
or
exchanged
within
180
days
of
purchase
are
charged
a
2.00%
redemption
fee.
AUXIER
FOCUS
FUND
STATEMENT
OF
OPERATIONS
YEAR
ENDED
JUNE
30,
2020
12
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$31,176)
$
4,956,368
Interest
income
189,737
Total
Investment
Income
5,146,105
EXPENSES
Investment
Adviser
fees
1,789,013
Fund
services
fees
308,289
Transfer
agent
fees:
Investor
Shares
53,910
A
Shares
1,258
Institutional
Shares
9,636
Distribution
fees:
A
Shares
6,765
Custodian
fees
22,517
Registration
fees:
Investor
Shares
14,332
A
Shares
3,859
Institutional
Shares
14,992
Professional
fees
50,567
Trustees'
fees
and
expenses
9,282
Other
expenses
182,217
Total
Expenses
2,466,637
Fees
waived
(466,547)
Net
Expenses
2,000,090
NET
INVESTMENT
INCOME
3,146,015
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
on
investments
3,957,269
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
(15,070,059)
NET
REALIZED
AND
UNREALIZED
LOSS
(11,112,790)
DECREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
(7,966,775)
AUXIER
FOCUS
FUND
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
13
See
Notes
to
Financial
Statements.
For
the
Year
Ended
June
30,
2020
For
the
Year
Ended
June
30,
2019
OPERATIONS
Shares
Shares
Net
investment
income
$
3,146,015
$
3,080,608
Net
realized
gain
3,957,269
12,107,726
Net
change
in
unrealized
appreciation
(depreciation)
(15,070,059)
580,575
Increase
(Decrease)
in
Net
Assets
Resulting
from
Operations
(7,966,775)
15,768,909
DISTRIBUTIONS
TO
SHAREHOLDERS
Investor
Shares
(8,128,004)
(9,536,436)
A
Shares
(151,099)
(161,105)
Institutional
Shares
(5,663,780)
(4,612,293)
Total
Distributions
Paid
(13,942,883)
(14,309,834)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares:
Investor
Shares
6,856,973
326,470
8,398,246
380,608
A
Shares
338,878
16,867
303,403
13,720
Institutional
Shares
11,009,653
484,969
22,260,504
973,396
Reinvestment
of
distributions:
Investor
Shares
7,658,790
336,765
9,152,257
438,980
A
Shares
146,537
6,342
156,607
7,387
Institutional
Shares
5,465,117
234,913
4,441,627
208,820
Redemption
of
shares:
Investor
Shares
(25,909,544)
(1,258,506)
(41,202,344)
(1,879,232)
A
Shares
(146,650)
(7,145)
(598,448)
(27,043)
Institutional
Shares
(10,458,283)
(486,997)
(8,219,687)
(357,162)
Redemption
fees:
Investor
Shares
8,095
–
5,173
–
A
Shares
163
–
93
–
Institutional
Shares
5,838
–
2,637
–
Decrease
in
Net
Assets
from
Capital
Share
Transactions
(5,024,433)
(346,322)
(5,299,932)
(240,526)
Decrease
in
Net
Assets
(26,934,091)
(3,840,857)
NET
ASSETS
Beginning
of
Year
231,616,998
235,457,855
End
of
Year
$
204,682,907
$
231,616,998
AUXIER
FOCUS
FUND
FINANCIAL
HIGHLIGHTS
14
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year.
For
the
Years
Ended
June
30,
2020
2019
2018
2017
2016
INVESTOR
SHARES
NET
ASSET
VALUE,
Beginning
of
Year
$
22.34
$
22.25
$
21.95
$
19.69
$
20.50
INVESTMENT
OPERATIONS
Net
investment
income
(a)
0.29
0.28
0.26
0.23
0.21
Net
realized
and
unrealized
gain
(loss)
(0.87)
1.18
1.28
2.59
0.08
Total
from
Investment
Operations
(0.58)
1.46
1.54
2.82
0.29
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
(0.29)
(0.30)
(0.25)
(0.23)
(0.20)
Net
realized
gain
(1.08)
(1.07)
(0.99)
(0.33)
(0.90)
Total
Distributions
to
Shareholders
(1.37)
(1.37)
(1.24)
(0.56)
(1.10)
REDEMPTION
FEES(a)(b)
0.00
0.00
0.00
0.00
0.00
NET
ASSET
VALUE,
End
of
Year
$
20.39
$
22.34
$
22.25
$
21.95
$
19.69
TOTAL
RETURN
(3.17)%
7.08%
6.97%
14.55%
1.58%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
113,810
$
137,995
$
161,032
$
185,363
$
203,921
Ratios
to
Average
Net
Assets:
Net
investment
income
1.34%
1.25%
1.14%
1.11%
1.10%
Net
expenses
0.95%
0.98%
0.98%
1.03%
1.14%
Gross
expenses
(c)
1.10%
1.11%
1.10%
1.16%
1.30%
PORTFOLIO
TURNOVER
RATE
2%
3%
3%
5%
6%
footertext
(a)
Calculated
based
on
average
shares
outstanding
during
each
year.
(b)
Less
than
$0.01
per
share.
(c)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
AUXIER
FOCUS
FUND
FINANCIAL
HIGHLIGHTS
15
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year.
For
the
Years
Ended
June
30,
2020
2019
2018
2017
2016
A
SHARES
SHARES
NET
ASSET
VALUE,
Beginning
of
Year
$
22.70
$
22.56
$
22.23
$
19.90
$
20.64
INVESTMENT
OPERATIONS
Net
investment
income
(a)
0.23
0.22
0.20
0.19
0.19
Net
realized
and
unrealized
gain
(loss)
(0.89)
1.21
1.29
2.61
0.09
Total
from
Investment
Operations
(0.66)
1.43
1.49
2.80
0.28
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
(0.20)
(0.22)
(0.17)
(0.14)
(0.12)
Net
realized
gain
(1.08)
(1.07)
(0.99)
(0.33)
(0.90)
Total
Distributions
to
Shareholders
(1.28)
(1.29)
(1.16)
(0.47)
(1.02)
REDEMPTION
FEES(a)(b)
0.00
0.00
0.00
0.00
0.00
NET
ASSET
VALUE,
End
of
Year
$
20.76
$
22.70
$
22.56
$
22.23
$
19.90
TOTAL
RETURN(c)
(3.47)%
6.80%
6.68%
14.28%
1.49%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
2,770
$
2,664
$
2,782
$
2,797
$
2,698
Ratios
to
Average
Net
Assets:
Net
investment
income
1.06%
0.98%
0.87%
0.91%
0.94%
Net
expenses
1.25%
1.25%
1.25%
1.25%
1.25%
Gross
expenses
(d)
1.51%
1.53%
1.44%
1.54%
1.61%
PORTFOLIO
TURNOVER
RATE
2%
3%
3%
5%
6%
footertext
(a)
Calculated
based
on
average
shares
outstanding
during
each
year.
(b)
Less
than
$0.01
per
share.
(c)
Total
Return
does
not
include
the
effect
of
front
end
sales
charge
or
contingent
deferred
sales
charge.
(d)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
AUXIER
FOCUS
FUND
FINANCIAL
HIGHLIGHTS
16
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year.
For
the
Years
Ended
June
30,
2020
2019
2018
2017
2016
INSTITUTIONAL
SHARES
NET
ASSET
VALUE,
Beginning
of
Year
$
22.81
$
22.66
$
22.29
$
19.96
$
20.74
INVESTMENT
OPERATIONS
Net
investment
income
(a)
0.33
0.33
0.31
0.28
0.25
Net
realized
and
unrealized
gain
(loss)
(0.88)
1.19
1.30
2.61
0.08
Total
from
Investment
Operations
(0.55)
1.52
1.61
2.89
0.33
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
(0.30)
(0.30)
(0.25)
(0.23)
(0.21)
Net
realized
gain
(1.08)
(1.07)
(0.99)
(0.33)
(0.90)
Total
Distributions
to
Shareholders
(1.38)
(1.37)
(1.24)
(0.56)
(1.11)
REDEMPTION
FEES(a)(b)
0.00
0.00
0.00
0.00
0.00
NET
ASSET
VALUE,
End
of
Year
$
20.88
$
22.81
$
22.66
$
22.29
$
19.96
TOTAL
RETURN
(3.00)%
7.24%
7.20%
14.72%
1.74%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
88,103
$
90,958
$
71,644
$
59,518
$
42,969
Ratios
to
Average
Net
Assets:
Net
investment
income
1.51%
1.43%
1.34%
1.32%
1.27%
Net
expenses
0.80%
0.80%
0.80%
0.86%
1.00%
Gross
expenses
(c)
1.10%
1.10%
1.10%
1.16%
1.31%
PORTFOLIO
TURNOVER
RATE
2%
3%
3%
5%
6%
footertext
(a)
Calculated
based
on
average
shares
outstanding
during
each
year.
(b)
Less
than
$0.01
per
share.
(c)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
AUXIER
FOCUS
FUND
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2020
17
Organization
The
Auxier
Focus
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,
as
amended
(the
“Act”).
Under
its
Trust
Instrument,
the
Trust
is
authorized
to
issue
an
unlimited
number
of
the
Fund’s
shares
of
beneficial
interest
without
par
value.
The
Fund
currently
offers
three
classes
of
shares:
Investor
Shares,
A
Shares
and
Institutional
Shares.
A
Shares
are
offered
at
net
asset
value
plus
a
maximum
sales
charge
of
5.75%.
A
Shares
are
also
subject
to
contingent
deferred
sales
charge
(“CDSC”)
of
1.00%
on
purchases
without
an
initial
sales
charge
and
redeemed
less
than
one
year
after
they
are
purchased.
Investor
Shares
and
Institutional
Shares
are
not
subject
to
a
sales
charge.
Investor
Shares,
A
Shares
and
Institutional
Shares
commenced
operations
on
July
9,
1999,
July
8,
2005
and
May
9,
2012,
respectively.
The
Fund’s
investment
objective
is
to
provide
long-term
capital
appreciation.
Summary
of
Significant
Accounting
Policies
The
Fund
is
an
investment
company
and
follows
accounting
and
reporting
guidance
under
Financial
Accounting
Standards
Board
(“FASB”)
Accounting
Standards
Codification
(“ASC”)
Topic
946,
“Financial
Services
–
Investment
Companies.”
These
financial
statements
are
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(“GAAP”),
which
require
management
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities,
the
disclosure
of
contingent
liabilities
at
the
date
of
the
financial
statements,
and
the
reported
amounts
of
increases
and
decreases
in
net
assets
from
operations
during
the
fiscal
year.
Actual
amounts
could
differ
from
those
estimates.
The
following
summarizes
the
significant
accounting
policies
of
the
Fund:
Security
Valuation
–
Securities
are
valued
at
market
prices
using
the
last
quoted
trade
or
official
closing
price
from
the
principal
exchange
where
the
security
is
traded,
as
provided
by
independent
pricing
services
on
each
Fund
business
day.
In
the
absence
of
a
last
trade,
securities
are
valued
at
the
mean
of
the
last
bid
and
ask
price
provided
by
the
pricing
service.
Debt
securities
may
be
valued
at
prices
supplied
by
a
fund’s
pricing
agent
based
on
broker
or
dealer
supplied
valuations
or
matrix
pricing,
a
method
of
valuing
securities
by
reference
to
the
value
of
other
securities
with
similar
characteristics
such
as
rating,
interest
rate
and
maturity.
Shares
of
non-exchange
traded
open-end
mutual
funds
are
valued
at
net
asset
value
(“NAV”).
Short-term
investments
that
mature
in
sixty
days
or
less
may
be
valued
at
amortized
cost.
The
Fund
values
its
investments
at
fair
value
pursuant
to
procedures
adopted
by
the
Trust’s
Board
of
Trustees
(the
“Board”)
if
(1)
market
quotations
are
not
readily
available
or
(2)
the
Adviser,
as
defined
in
Note
4,
believes
that
the
values
available
are
unreliable.
The
Trust’s
Valuation
Committee,
as
defined
in
the
Fund’s
registration
statement,
performs
certain
functions
as
they
relate
to
the
administration
and
oversight
of
the
Fund’s
valuation
procedures.
Under
these
procedures,
the
Valuation
Committee
convenes
on
a
regular
and
ad
hoc
basis
to
review
such
investments
and
considers
a
number
of
factors,
including
valuation
methodologies
and
significant
unobservable
inputs,
when
arriving
at
fair
value.
The
Valuation
Committee
may
work
with
the
Adviser
to
provide
valuation
inputs.
In
determining
fair
valuations,
inputs
may
include
market-based
analytics
that
may
consider
related
or
comparable
assets
or
liabilities,
recent
transactions,
market
multiples,
book
values
and
other
relevant
investment
information.
Adviser
inputs
may
include
an
income-based
approach
in
which
the
anticipated
future
cash
flows
of
the
investment
are
discounted
in
determining
fair
value.
Discounts
may
also
be
applied
based
on
the
nature
or
duration
of
any
restrictions
on
the
disposition
of
the
investments.
The
Valuation
Committee
performs
regular
reviews
of
valuation
methodologies,
key
inputs
and
assumptions,
disposition
analysis
and
market
activity.
Fair
valuation
is
based
on
subjective
factors
and,
as
a
result,
the
fair
value
price
of
an
investment
may
differ
from
the
security’s
market
price
and
may
not
be
the
price
at
which
the
asset
may
be
sold.
Fair
valuation
could
result
in
a
different
NAV
than
a
NAV
determined
by
using
market
quotes.
GAAP
has
a
three-tier
fair
value
hierarchy.
The
basis
of
the
tiers
is
dependent
upon
the
various
“inputs”
used
to
determine
the
value
of
the
Fund’s
investments.
These
inputs
are
summarized
in
the
three
broad
levels
listed
below:
Level
1
-
Quoted
prices
in
active
markets
for
identical
assets
and
liabilities.
AUXIER
FOCUS
FUND
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2020
18
Level
2
-
Prices
determined
using
significant
other
observable
inputs
(including
quoted
prices
for
similar
securities,
interest
rates,
prepayment
speeds,
credit
risk,
etc.).
Short-term
securities
with
maturities
of
sixty
days
or
less
are
valued
at
amortized
cost,
which
approximates
market
value,
and
are
categorized
as
Level
2
in
the
hierarchy.
Municipal
securities,
long-term
U.S.
government
obligations
and
corporate
debt
securities
are
valued
in
accordance
with
the
evaluated
price
supplied
by
a
pricing
service
and
generally
categorized
as
Level
2
in
the
hierarchy.
Other
securities
that
are
categorized
as
Level
2
in
the
hierarchy
include,
but
are
not
limited
to,
warrants
that
do
not
trade
on
an
exchange,
securities
valued
at
the
mean
between
the
last
reported
bid
and
ask
quotation
and
international
equity
securities
valued
by
an
independent
third
party
with
adjustments
for
changes
in
value
between
the
time
of
the
securities’
respective
local
market
closes
and
the
close
of
the
U.S.
market.
Level
3
-
Significant
unobservable
inputs
(including
the
Fund’s
own
assumptions
in
determining
the
fair
value
of
investments).
The
aggregate
value
by
input
level,
as
of
June
30,
2020,
for
the
Fund’s
investments
is
included
at
the
end
of
the
Fund’s
Schedule
of
Investments.
Security
Transactions,
Investment
Income
and
Realized
Gain
and
Loss
–
Investment
transactions
are
accounted
for
on
the
trade
date.
Dividend
income
is
recorded
on
the
ex-dividend
date.
Foreign
dividend
income
is
recorded
on
the
ex-dividend
date
or
as
soon
as
possible
after
determining
the
existence
of
a
dividend
declaration
after
exercising
reasonable
due
diligence.
Income
and
capital
gains
on
some
foreign
securities
may
be
subject
to
foreign
withholding
taxes,
which
are
accrued
as
applicable.
Interest
income
is
recorded
on
an
accrual
basis.
Premium
is
amortized
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.
Foreign
Currency
Translations
–
Foreign
currency
amounts
are
translated
into
U.S.
dollars
as
follows:
(1)
assets
and
liabilities
at
the
rate
of
exchange
at
the
end
of
the
respective
period;
and
(2)
purchases
and
sales
of
securities
and
income
and
expenses
at
the
rate
of
exchange
prevailing
on
the
dates
of
such
transactions.
The
portion
of
the
results
of
operations
arising
from
changes
in
the
exchange
rates
and
the
portion
due
to
fluctuations
arising
from
changes
in
the
market
prices
of
securities
are
not
isolated.
Such
fluctuations
are
included
with
the
net
realized
and
unrealized
gain
or
loss
on
investments.
Distributions
to
Shareholders
–
The
Fund
declares
any
dividends
from
net
investment
income
and
pays
them
annually.
Any
net
capital
gains
and
net
foreign
currency
gains
realized
by
the
Fund
are
distributed
at
least
annually.
Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
Distributions
are
based
on
amounts
calculated
in
accordance
with
applicable
federal
income
tax
regulations,
which
may
differ
from
GAAP.
These
differences
are
due
primarily
to
differing
treatments
of
income
and
gain
on
various
investment
securities
held
by
the
Fund,
timing
differences
and
differing
characterizations
of
distributions
made
by
the
Fund.
Federal
Taxes
–
The
Fund
intends
to
continue
to
qualify
each
year
as
a
regulated
investment
company
under
Subchapter
M
of
Chapter
1,
Subtitle
A,
of
the
Internal
Revenue
Code
of
1986,
as
amended
(“Code”),
and
to
distribute
all
of
its
taxable
income
to
shareholders.
In
addition,
by
distributing
in
each
calendar
year
substantially
all
of
its
net
investment
income
and
capital
gains,
if
any,
the
Fund
will
not
be
subject
to
a
federal
excise
tax.
Therefore,
no
federal
income
or
excise
tax
provision
is
required.
The
Fund
files
a
U.S.
federal
income
and
excise
tax
return
as
required.
The
Fund’s
federal
income
tax
returns
are
subject
to
examination
by
the
Internal
Revenue
Service
for
a
period
of
three
fiscal
years
after
they
are
filed.
As
of
June
30,
2020,
there
are
no
uncertain
tax
positions
that
would
require
financial
statement
recognition,
de-recognition
or
disclosure.
Income
and
Expense
Allocation
–
The
Trust
accounts
separately
for
the
assets,
liabilities
and
operations
of
each
of
its
investment
portfolios.
Expenses
that
are
directly
attributable
to
more
than
one
investment
portfolio
are
allocated
among
the
respective
investment
portfolios
in
an
equitable
manner.
The
Fund's
class-specific
expenses
are
charged
to
the
operations
of
that
class
of
shares.
Income
and
expenses
(other
than
expenses
attributable
to
a
specific
class)
and
realized
and
unrealized
gains
or
losses
on
investments
are
allocated
to
each
class
of
shares
based
on
the
class’
respective
net
assets
to
the
total
net
assets
of
the
Fund.
Redemption
Fees
–
A
shareholder
who
redeems
or
exchanges
shares
within
180
days
of
purchase
will
incur
a
redemption
fee
of
2.00%
of
the
current
NAV
of
shares
redeemed
or
exchanged,
subject
to
certain
limitations.
The
fee
is
charged
for
the
benefit
of
the
remaining
shareholders
and
will
be
paid
to
the
Fund
to
help
offset
transaction
costs.
The
fee
is
accounted
for
as
an
addition
to
paid-in
capital.
The
Fund
reserves
the
right
to
modify
the
terms
of
or
terminate
the
fee
at
any
time.
There
are
limited
exceptions
to
AUXIER
FOCUS
FUND
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2020
19
the
imposition
of
the
redemption
fee.
Redemption
fees
incurred
for
the
Fund,
if
any,
are
reflected
on
the
Statements
of
Changes
in
Net
Assets.
Commitments
and
Contingencies
–
In
the
normal
course
of
business,
the
Fund
enters
into
contracts
that
provide
general
indemnifications
by
the
Fund
to
the
counterparty
to
the
contract.
The
Fund’s
maximum
exposure
under
these
arrangements
is
dependent
on
future
claims
that
may
be
made
against
the
Fund
and,
therefore,
cannot
be
estimated;
however,
based
on
experience,
the
risk
of
loss
from
such
claims
is
considered
remote.
The
Fund
has
determined
that
none
of
these
arrangements
requires
disclosure
on
the
Fund’s
balance
sheet.
Cash
–
Concentration
in
Uninsured
Account
For
cash
management
purposes,
the
Fund
may
concentrate
cash
with
the
Fund’s
custodian.
This
typically
results
in
cash
balances
exceeding
the
Federal
Deposit
Insurance
Corporation
(“FDIC”)
insurance
limits.
As
of
June
30,
2020,
the
Fund
had
$7,455,761
at
MUFG
Union
Bank,
N.A.
that
exceeded
the
FDIC
insurance
limit.
Fees
and
Expenses
Investment
Adviser
–
Auxier
Asset
Management
LLC
(the
“Adviser”)
is
the
investment
Adviser
to
the
Fund.
Pursuant
to
an
investment
advisory
agreement,
the
Adviser
receives
an
advisory
fee,
payable
monthly,
from
the
Fund
at
an
annual
rate
of
0.80%
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,
a
wholly
owned
subsidiary
of
Apex
US
Holdings,
LLC
(d/b/a
Apex
Fund
Services)
(“Apex”)
or
their
affiliates.
The
Fund
has
adopted
a
Distribution
Plan
(the
“Plan”)
for
A
Shares
of
the
Fund
in
accordance
with
Rule
12b-1
of
the
Act.
Under
the
Plan,
the
Fund
pays
the
Distributor
and/or
any
other
entity
as
authorized
by
the
Board
a
fee
of
up
to
0.25%
of
the
average
daily
net
assets
of
A
Shares.
The
Distributor
has
no
role
in
determining
the
investment
policies
or
which
securities
are
to
be
purchased
or
sold
by
the
Trust
or
its
Funds.
For
the
year
ended
June
30,
2020
,
there
were
$11,872
front-end
sales
charges
assessed
on
the
sale
of
A
Shares
and
no
contingent
deferred
sales
charges
were
assessed
on
the
sale
of
A
Shares.
The
Distributor
received
$2,572
of
the
total
front-end
sales
charges.
Other
Service
Providers
–
Apex
provides
fund
accounting,
fund
administration,
compliance
and
transfer
agency
services
to
the
Fund.
The
fees
related
to
these
services
are
included
in
Fund
services
fees
within
the
Statement
of
Operations.
Apex
also
provides
certain
shareholder
report
production
and
EDGAR
conversion
and
filing
services.
Apex
provides
a
Principal
Executive
Officer,
a
Principal
Financial
Officer,
a
Chief
Compliance
Officer
and
an
Anti-Money
Laundering
Officer
to
the
Fund,
as
well
as
certain
additional
compliance
support
functions.
Trustees
and
Officers
–
Each
Independent
Trustee’s
annual
retainer
is
$31,000
($41,000
for
the
Chairman),
and
the
Audit
Committee
Chairman
receives
an
additional
$2,000
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
or
her
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.
Expense
Reimbursement
and
Fees
Waived
The
Adviser
has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
dividend
expenses
on
short
sales,
and
extraordinary
expenses
)
to
0.94%,
1.25%
and
0.80%
of
the
Investor
Shares,
A
Shares
and
Institutional
Shares,
respectively
,
through
at
least
October
31,
2020.
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
for
Investor
Shares
do
not
correlate
to
the
ratio
of
expenses
to
average
net
assets
given
in
the
financial
highlights
due
to
a
reduction
in
the
expense
cap
for
the
Investor
Shares
that
went
into
effect
on
November
1,
2019.
These
contractual
waivers
may
only
be
raised
or
eliminated
with
consent
of
the
Board.
Other
fund
service
providers
have
voluntarily
agreed
to
waive
a
portion
AUXIER
FOCUS
FUND
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2020
20
of
their
fees.
These
voluntary
reductions
may
be
reduced
or
eliminated
at
any
time.
For
the
year
ended
June
30,
2020
,
the
fees
waived
and
expenses
reimbursed
were
as
follows:
The
Adviser
may
be
reimbursed
by
the
Fund
for
fees
waived
and
expenses
reimbursed
by
the
Adviser
pursuant
to
the
Expense
Cap
if
such
payment
is
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
June
30,
2020
,
$1,058,094
is
subject
to
recapture
by
the
Adviser.
Other
Waivers
are
not
eligible
for
recoupment.
Security
Transactions
The
cost
of
purchases
and
proceeds
from
sales
of
investment
securities
(including
maturities),
other
than
short-term
investments,
during
the
year
ended
June
30,
2020
,
totaled
$3,209,163
and
$17,281,729
.
Federal
Income
Tax
As
of
June
30,
2020
,
cost
for
federal
income
tax
purposes
is
$107,816,654
and
net
unrealized
appreciation
consists
of:
Distributions
paid
during
the
fiscal
years
ended
as
noted
were
characterized
for
tax
purposes
as
follows:
As
of
June
30,
2020,
distributable
earnings
(accumulated
loss)
on
a
tax
basis
were
as
follows:
The
difference
between
components
of
distributable
earnings
on
a
tax
basis
and
the
amounts
reflected
in
the
Statement
of
Assets
and
Liabilities
are
primarily
due
to
wash
sales
and
equity
return
of
capital.
Subsequent
Events
Management
is
currently
evaluating
the
recent
introduction
of
the
COVID-19
virus
and
its
impact
on
the
financial
services
industry
and
has
concluded
that
while
it
is
reasonably
possible
that
the
virus
could
have
a
negative
effect
on
the
fair
value
of
the
Fund's
investments
and
results
of
operations,
the
specific
impact
is
not
readily
determinable
as
of
the
date
of
these
financial
statements.
The
financial
statements
do
not
include
any
adjustments
that
might
result
from
the
outcome
of
this
uncertainty.
Investment
Adviser
Fees
Waived
Investment
Adviser
Expenses
Reimbursed
Other
Waivers
Total
Fees
Waived
and
Expenses
Reimbursed
$
180,888
$
197,907
$
87,752
$
466,547
Gross
Unrealized
Appreciation
$
102,500,020
Gross
Unrealized
Depreciation
(13,893,883)
Net
Unrealized
Appreciation
$
88,606,137
2020
2019
Ordinary
Income
$
3,106,233
$
3,201,085
Long-Term
Capital
Gain
10,836,650
11,108,749
$
13,942,883
$
14,309,834
Undistributed
Ordinary
Income
$
1,498,733
Undistributed
Long-Term
Gain
2,495,852
Unrealized
Appreciation
88,606,137
Total
$
92,600,722
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
21
To
the
Board
of
Trustees
of
Forum
Funds
and
the
Shareholders
of
Auxier
Focus
Fund
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
statement
of
assets
and
liabilities
of
Auxier
Focus
Fund,
a
series
of
shares
of
beneficial
interest
in
Forum
Funds
(the
“Fund”),
including
the
schedule
of
investments,
as
of
June
30,
2020,
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
five-year
period
then
ended,
and
the
related
notes
(collectively
referred
to
as
the
“financial
statements”).
In
our
opinion,
the
financial
statements
present
fairly,
in
all
material
respects,
the
financial
position
of
the
Fund
as
of
June
30,
2020,
and
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
its
financial
highlights
for
each
of
the
years
in
the
five-year
period
then
ended,
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America.
Basis
for
Opinion
These
financial
statements
are
the
responsibility
of
the
Fund's
management.
Our
responsibility
is
to
express
an
opinion
on
the
Fund’s
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
Fund
in
accordance
with
the
U.S.
federal
securities
law
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.
The
Fund
is
not
required
to
have,
nor
were
we
engaged
to
perform,
an
audit
of
its
internal
control
over
financial
reporting.
As
part
of
our
audits
we
are
required
to
obtain
an
understanding
of
internal
control
over
financial
reporting
but
not
for
the
purpose
of
expressing
an
opinion
on
the
effectiveness
of
the
Fund’s
internal
control
over
financial
reporting.
Accordingly,
we
express
no
such
opinion.
Our
audits
included
performing
procedures
to
assess
the
risk
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
June
30,
2020
by
correspondence
with
the
custodian.
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.
BBD,
LLP
We
have
served
as
the
auditor
of
one
or
more
of
the
Funds
in
the
Forum
Funds
since
2009.
Philadelphia,
Pennsylvania
August
26,
2020
AUXIER
FOCUS
FUND
ADDITIONAL
INFORMATION
(Unaudited)
June
30,
2020
22
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
(877)
328-9437
and
on
the
SEC’s
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
(877)
328-9437
and
on
the
SEC’s
website
at
www.sec.gov.
Availability
of
Quarterly
Portfolio
Schedules
The
Fund
files
its
complete
schedule
of
portfolio
holdings
with
the
SEC
for
the
first
and
third
quarters
of
each
fiscal
year
on
Form
N-PORT.
Forms
N-PORT
are
available
free
of
charge
on
the
SEC’s
website
at
www.sec.gov.
Shareholder
Expense
Example
As
a
shareholder
of
the
Fund,
you
incur
two
types
of
costs:
(1)
transaction
costs,
including
sales
charges
(loads)
on
purchase
payments
on
certain
classes,
redemption
fees,
exchange
fees
and
CDSC
fees,
and
(2)
ongoing
costs,
including
management
fees,
12b-1
fees,
and
other
Fund
expenses.
This
example
is
intended
to
help
you
understand
your
ongoing
costs
(in
dollars)
of
investing
in
the
Fund,
and
to
compare
these
costs
with
the
ongoing
costs
of
investing
in
other
mutual
funds.
The
example
is
based
on
an
investment
of
$1,000
invested
at
the
beginning
of
the
period
and
held
for
the
entire
period
from
January
1,
2020
through
June
30,
2020.
Actual
Expenses
–
The
first
line
of
the
table
below
provides
information
about
actual
account
values
and
actual
expenses.
You
may
use
the
information
in
this
line,
together
with
the
amount
you
invested,
to
estimate
the
expenses
that
you
paid
over
the
period.
Simply
divide
your
account
value
by
$1,000
(for
example,
an
$8,600
account
value
divided
by
$1,000
=
8.6),
then
multiply
the
result
by
the
number
in
the
first
line
under
the
heading
entitled
“Expenses
Paid
During
Period”
to
estimate
the
expenses
you
paid
on
your
account
during
the
period.
Hypothetical
Example
for
Comparison
Purposes
–
The
second
line
under
each
share
class
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
sales
charges
(loads)
on
purchase
payments
on
certain
classes,
redemption
fees,
exchange
fees,
and
CDSC
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.
AUXIER
FOCUS
FUND
ADDITIONAL
INFORMATION
(Unaudited)
June
30,
2020
23
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.
The
Fund
designates
100.00
%
of
its
income
dividend
distributed
as
qualifying
for
the
corporate
dividends-received
deduction
(DRD),
100.00
%
for
the
qualified
dividend
rate
(QDI),
4.41
%
of
its
income
dividends
as
qualified
interest
income
exempt
from
U.S.
tax
for
foreign
shareholders
(QII)
and
0.74%
as
short-term
capital
gain
dividends
exempt
from
U.S.
tax
for
foreign
shareholders
(QSD)
as
defined
in
Section
1(h)(11)
of
the
Code.
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.
The
Fund’s
Statement
of
Additional
Information
includes
additional
information
about
the
Trustees
and
is
available,
without
charge
and
upon
request,
by
calling
(877)
328-9437.
Beginning
Account
Value
January
1,
2020
Ending
Account
Value
June
30,
2020
Expenses
Paid
During
Period*
Annualized
Expense
Ratio*
Investor
Shares
Actual
$
1,000.00
$
896.26
$
4.43
0.94%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.19
$
4.72
0.94%
A
Shares
Actual
$
1,000.00
$
894.82
$
5.89
1.25%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,018.65
$
6.27
1.25%
Institutional
Shares
Actual
$
1,000.00
$
896.90
$
3.77
0.80%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.89
$
4.02
0.80%
*
Expenses
are
equal
to
the
Fund’s
annualized
expense
ratio
multiplied
by
the
average
account
value
over
the
period,
multiplied
by
the
number
of
days
in
the
most
recent
fiscal
half-year
(182)
divided
by
366
to
reflect
the
half-year
period.
AUXIER
FOCUS
FUND
ADDITIONAL
INFORMATION
(Unaudited)
June
30,
2020
24
(1)
Jessica
Chase
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
President
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
Independent
Trustees
David
Tucker
Born:
1958
Trustee;
Chairman
of
the
Board
Since
2011
and
Chairman
since
2018
Director,
Blue
Sky
Experience
(a
charitable
endeavor)
since
2008;
Senior
Vice
President
&
General
Counsel,
American
Century
Companies
(an
investment
management
firm)
1998-
2008.
1
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Mark
D.
Moyer
Born:
1959
Trustee;
Chairman
of
the
Audit
Committee
Since
2018
Chief
Financial
Officer,
Freedom
House
(a
NGO
advocating
political
freedom
and
democracy)
since
2017;
independent
consultant
providing
interim
CFO
services,
principally
to
non-profit
organizations,
2011-2017.
1
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Jennifer
Brown-Strabley
Born:
1964
Trustee
Since
2018
Principal,
Portland
Global
Advisors
(a
registered
investment
adviser),
1996-
2010.
1
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Interested
Trustees
(1)
Jessica
Chase
Born:
1970
Trustee
Since
2018
Director,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
1
Trustee,
Forum
Funds
II
and
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
Jessica
Chase
Born:
1970
President;
Principal
Executive
Officer
Since
2015
Director,
Apex
Fund
Services
since
2019.
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Karen
Shaw
Born:
1972
Treasurer;
Principal
Financial
Officer
Since
2008
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Zachary
Tackett
Born:
1988
Vice
President;
Secretary
and
Anti-
Money
Laundering
Compliance
Officer
Since
2014
Senior
Counsel,
Apex
Fund
Services
since
2019;
Counsel,
Atlantic
Fund
Services
2014-
2019.
Michael
J.
McKeen
Born:
1971
Vice
President
Since
2009
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Timothy
Bowden
Born:
1969
Vice
President
Since
2009
Manager,
Apex
Fund
Services
since
2019;
Manager,
Atlantic
Fund
Services
2008-2019.
Geoffrey
Ney
Born:
1975
Vice
President
Since
2013
Manager,
Apex
Fund
Services
since
2019;
Manager,
Atlantic
Fund
Services
2013-2019.
Todd
Proulx
Born:
1978
Vice
President
Since
2013
Manager,
Apex
Fund
Services
since
2019;
Manager,
Atlantic
Fund
Services
2013-2019.
Carlyn
Edgar
Born:
1963
Vice
President
Since
2008
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019;
Chief
Compliance
Officer,
2008-2016.
Dennis
Mason
Born:
1967
Chief
Compliance
Officer
Since
2016
Fund
Compliance
Officer,
Apex
Fund
Services
since
2019;
Fund
Compliance
Officer,
Atlantic
Fund
Services
2013-2019.
AUXIER
FOCUS
FUND
FOR
MORE
INFORMATION
P.O.
Box
588
Portland,
Maine
04112
(877)
3AUXIER
(877)
328-9437
INVESTMENT
ADVISER
Auxier
Asset
Management
LLC
15668
NE
Eilers
Road
Aurora,
Oregon
97002
TRANSFER
AGENT
Apex
Fund
Services
P.O.
Box
588
Portland,
Maine
04112
www.theapexgroup.com
DISTRIBUTOR
Foreside
Fund
Services,
LLC
Three
Canal
Plaza,
Suite
100
Portland,
Maine
04101
www.foreside.com
This
report
is
submitted
for
the
general
information
of
the
shareholders
of
the
Fund.
It
is
not
authorized
for
distribution
to
prospective
investors
unless
preceded
or
accompanied
by
an
effective
prospectus,
which
includes
information
regarding
the
Fund’s
risks,
objectives,
fees
and
expenses,
experience
of
its
management,
and
other
information.
204-ANR-0620
ANNUAL
REPORT
JUNE
30,
2020
Beginning
on
January
1,
2021,
as
permitted
by
regulations
adopted
by
the
Securities
and
Exchange
Commis-
sion,
paper
copies
of
the
Funds’
shareholder
reports
will
no
longer
be
sent
by
mail,
unless
you
specifically
request
paper
copies
of
the
reports
from
the
Funds
or
from
your
financial
intermediary,
such
as
a
broker-dealer
or
bank.
Instead,
the
reports
will
be
made
available
on
a
website,
and
you
will
be
notified
by
mail
each
time
a
report
is
posted
and
provided
with
a
website
link
to
access
the
report.
If
you
already
elected
to
receive
shareholder
reports
electronically,
you
will
not
be
affected
by
this
change
and
you
need
not
take
any
action.
You
may
elect
to
receive
shareholder
reports
and
other
communications
from
the
Funds
or
your
financial
intermediary
electronically
by
contacting
the
Funds
at
(866)
233-3368,
dfdent.ta@
apexfs.com,
or
by
contacting
your
financial
intermediary
directly.
You
may
elect
to
receive
all
future
reports
in
paper
free
of
charge.
You
can
inform
the
Funds
or
your
financial
intermediary
that
you
wish
to
continue
receiving
paper
copies
of
your
shareholder
reports
by
contacting
the
Funds
at
(866)
233-3368,
dfdent.ta@apexfs.com,
or
by
contacting
your
financial
intermediary
directly.
Your
election
to
receive
reports
in
paper
will
apply
to
all
funds
held
with
DF
Dent
Growth
Funds.
DF
DENT
GROWTH
FUNDS
TABLE
OF
CONTENTS
JUNE
30,
2020
DF
Dent
Premier
Growth
Fund
A
Message
to
Our
Shareholders
(Unaudited)
1
Management
Discussion
of
Fund
Performance
(Unaudited)
11
Performance
Chart
and
Analysis
(Unaudited)
16
Schedule
of
Investments
17
Statement
of
Assets
and
Liabilities
19
Statement
of
Operations
20
Statements
of
Changes
in
Net
Assets
21
Financial
Highlights
22
DF
Dent
Midcap
Growth
Fund
A
Message
to
Our
Shareholders
(Unaudited)
23
Performance
Chart
and
Analysis
(Unaudited)
30
Schedule
of
Investments
32
Statement
of
Assets
and
Liabilities
33
Statement
of
Operations
34
Statements
of
Changes
in
Net
Assets
35
Financial
Highlights
36
DF
Dent
Small
Cap
Growth
Fund
A
Message
to
Our
Shareholders
(Unaudited)
38
Performance
Chart
and
Analysis
(Unaudited)
44
Schedule
of
Investments
46
Statement
of
Assets
and
Liabilities
48
Statement
of
Operations
49
Statements
of
Changes
in
Net
Assets
50
Financial
Highlights
51
DF
Dent
Growth
Funds
Notes
to
Financial
Statements
53
Report
of
Independent
Registered
Public
Accounting
Firm
60
Additional
Information
(Unaudited)
62
1
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2020
Dear
Fellow
Shareholders,
We
are
pleased
to
report
that
each
of
the
three
DF
Dent
Funds
has
outperformed
its
respective
benchmark
for
the
past
1,
3,
and
5
year
periods
as
well
as
since
each
Fund’s
inception
date.
The
DF
Dent
Premier
Growth
Fund
(the
“Fund”),
which
is
covered
in
this
first
letter
of
the
Annual
Report,
has
been
our
top
performing
fund
for
the
past
1,
3,
and
5
year
periods.
It
was
mentioned
in
the
July
8,
2019
edition
of
Barron’s
in
an
article
titled
“The
Best
Mutual
Funds
You’ve
Never
Heard
of.”
In
addition,
the
DF
Dent
Midcap
Growth
Fund
has
been
included
in
the
Kiplinger
25
since
May
2019.
This
unsolicited
media
attention
has
resulted
in
some
positive
cash
flows
into
the
Funds.
Performance
(for
periods
ending
6/30/2020)
DF
Dent
Premier
Growth
Fund
DF
Dent
Midcap
Growth
Fund
Institutional
Shares
1
DF
Dent
Small
Cap
Growth
Fund
Institutional
Shares
1
Benchmark
S&P
500
Index
Russell
Midcap
Growth
Index
Russell
2000
Growth
Index
6
Months
Fund
+
7.61%
+
8.00%
+
4.19%
Benchmark
-
3.08%
+
4.16%
-
3.06%
Fund
vs
Benchmark
+
10.69%
+
3.84%
+
7.25%
12
Months
Fund
+
16.82%
+
15.26%
+
9.12%
Benchmark
+
7.51%
+
11.91%
+
3.48%
Fund
vs
Benchmark
+
9.31%
+
3.35%
+
5.64%
3
Years
Fund
+
20.93%
+
19.61%
+
14.74%
Benchmark
+
10.73%
+
14.76%
+
7.86%
Fund
vs
Benchmark
+
10.20%
+
4.85%
+
6.88%
5
Years
Fund
+
15.88%
+
14.46%
+
10.65%
Benchmark
+
10.73%
+
11.60%
+
6.86%
Fund
vs
Benchmark
+
5.15%
+
2.86%
+
3.79%
10
Years
Fund
+
16.32%
N/A
N/A
Benchmark
+
13.99%
N/A
N/A
Fund
vs
Benchmark
+
2.33%
N/A
N/A
Since
Inception
Fund
+
10.16%
+
14.77%
+
11.34%
Benchmark
+
7.25%
+
12.13%
+
8.38%
Fund
vs
Benchmark
+
2.91%
+
2.64%
+
2.96%
Cumulative
Since
Inception
Fund
+
526.55%
+
245.60%
+
104.50%
Benchmark
+
277.00%
+
180.25%
+
70.91%
Fund
vs
Benchmark
+
249.55%
+
65.35%
+
33.59%
Inception
Date
07/16/2001
07/01/2011
11/01/2013
2
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2020
N/A-
Periods
which
exceed
the
life
of
the
particular
fund.
1
Institutional
Shares
commenced
operations
on
November
29,
2017.
Performance
for
the
three
year,
five
year
and
since
inception
periods
are
a
blended
average
annual
return,
which
include
the
returns
of
the
Investor
Shares
prior
to
the
commencement
of
the
Institutional
Shares.
Cumulative
performance
reflects
a
blended
return,
too.
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
an
investor’s
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
For
the
most
recent
month-end
performance,
please
call
(866)
233-3368.
The
most
common
question
recently
posed
to
investment
managers
has
been,
“How
have
you
changed
your
strategy
to
address
the
Coronavirus
pandemic?”
The
DF
Dent
Premier
Growth
Fund
was
fortunate
in
filling
the
portfolio
with
companies
that
are
resilient
in
the
face
of
disruption.
These
companies
were
fairly
well
positioned
to
deal
with
the
pandemic
when
it
arrived.
There
have
been
two
underlying
themes
that
have
benefitted
your
portfolio
companies
during
the
pandemic.
First,
your
Fund
has
a
large
position
in
the
field
of
life
sciences.
These
companies
supply
instruments,
proteins,
antibodies,
reagents
and
numerous
other
tools
used
in
scientific
research
for
the
discovery
and
development
of
drugs
and
vaccines.
These
companies
would
include
Danaher,
Thermo
Fisher
Scientific,
and
Bio-Techne,
a
long
term
Fund
holding.
Illumina,
the
leading
supplier
of
genomic
sequencing
instruments
and
consumable
supplies,
and
Veeva
Systems,
a
supplier
of
cloud-based
software
services
to
the
life
sciences
industry,
could
also
be
included
in
this
group
of
companies.
Danaher
took
a
major
step
forward
in
life
sciences
on
April
1,
2020
with
its
$21
billion
acquisition
of
the
$3
billion
revenue
BioPharma
life
sciences
business
of
the
GE
Healthcare
Division.
Together,
the
companies
mentioned
above
represented
14.46%
of
the
Fund
on
June
30,
2020
and
3.64%
of
the
fiscal
year’s
16.82%
return.
Second,
your
Fund’s
investments
in
cloud-based
software-as-a-service
(“SaaS”)
and
internet
infrastructure
companies
were
well
positioned
to
address
the
remote
work
(work-from-home)
environment
and
online
consumer
markets.
Atlassian
Corp.
delivers
online
collaboration
software
enabling
groups
and
teams
of
workers
to
work
jointly
from
remote
settings.
Twilio
facilitates
B-to-B
and
B-to-C
interactive
communications
through
its
cloud-
based
applications.
Twilio
recently
received
an
award
for
contact
tracing
from
New
York
City.
Cable
One’s
rural
footprint
brings
online
commerce
to
businesses
outside
major
metropolitan
areas
with
its
high
speed
fiber
network.
BlackLine’s
SaaS
accounting
offerings
allow
remote
book
close
and
allow
accounting
firms
to
prepare
reports
online
and
offsite.
Qualys
offers
cloud-based
vulnerability
management
applications
to
enterprises
for
the
numerous
remote
devices
employees
use
in
a
remote
work
environment.
The
stocks
of
these
five
companies
have
performed
extremely
well
over
the
past
year
and
in
some
cases
becoming
fully
valued
so
that
D.F.
Dent
and
Company
(the
“Adviser”)
has
trimmed
back
some
of
these
holdings
on
a
selective
basis.
These
five
companies
represented
5.91%
of
the
Fund
on
June
30,
2020
and
3.36%
of
the
fiscal
year’s
16.82%
return.
Additional
companies
such
as
Amazon,
your
Fund’s
top
individual
contributor,
could
be
included
in
this
group,
but
it
is
not
as
singularly
focused
on
niche
markets
as
the
five
above.
3
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2020
Taken
together,
these
two
themes
constituted
20.4%
of
the
Fund
and
41.6%
of
your
Fund’s
fiscal
year
return
of
16.82%.
Since
your
Fund’s
inception
(07/16/2001),
we
have
experienced
three
recessions,
two
wars,
one
Great
Financial
Crisis,
four
Presidential
elections,
four
Federal
Reserve
Chairmen
(one
was
a
woman-
Janet
Yellen),
and
one
pandemic.
Through
this
period
your
Fund’s
annual
net
return
has
been
+10.16%.
Four
years
ago
we
reported
our
worst
fiscal
year
results
of
-6.05%
versus
the
Index.
At
that
time,
Index
Funds
were
experiencing
massive
inflows
owing
to
their
widespread
popularity.
The
theory
was
that
a
manager
could
not
beat
the
market
so
just
invest
in
the
market
and
avoid
management
fees.
It
was
temporarily
a
self-fulfilling
strategy
as
capital
flowed
in
record
numbers
into
index
funds
driving
up
the
price
of
the
Indices.
We
wrote
in
our
06/30/2016
Annual
Report
that
“
the
Index
has
become
a
very
‘crowded
trade’,
”
meaning
that
capital
flows
had
become
concentrated
in
the
Index.
In
the
following
year’s
Annual
Report
when
your
Fund
beat
its
Index
we
wrote
that
“we
continue
to
believe
that
investing
in
a
carefully
selected
portfolio
of
great
companies
led
by
talented
management
teams
is
a
more
intelligent
strategy
than
investing
in
indices
which
are
weighted
based
of
the
size
of
market
capitalization.”
Your
Fund
has
handily
outperformed
its
Index
in
each
of
the
four
years
since
2016’s
underperformance
when
large
cash
flows
into
the
Index
drove
its
performance.
So,
why
bring
this
up
now
?
We
believe
we
are
presently
witnessing
a
similar
phenomenon
which
is
the
concentration
of
investor
interest
in
a
small
group
of
mega-capitalization
stocks,
namely
the
FANGs,
an
acronym
for
Facebook,
Amazon,
Netflix,
and
Google.
Observe
the
chart
below
of
the
four
FANG
stocks
versus
the
S&P
500
and
the
S&P
500
less
the
four
FANG
stocks.
4
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2020
Next,
let’s
take
a
look
at
FAAANM,
which
is
FANG
plus
Apple
and
Microsoft.
5
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2020
The
Index
excluding
these
stocks
has
been
fairly
flat
for
the
past
five
years.
As
of
June
30,
2020,
the
FAAANM
stocks
represented
22.73%
of
the
Index.
In
the
past,
such
concentration
has
served
as
a
warning
sign.
In
recent
years
the
Fund
has
owned
only
Amazon
and
Google
which
contributed
45.45%
and
30.64%
returns
respectively
in
this
past
fiscal
year.
However,
as
of
June
30,
2020
your
Fund
was
considerably
underweighted
in
the
FAAANM
stocks
after
their
hyperbolic
rise.
In
last
year’s
Annual
Report
we
mentioned
that
passive
investment
vehicles
could
be
tested
in
the
next
bear
market
when
so
many
elephants
head
for
the
exit
door
at
the
same
time.
The
same
could
be
said
for
the
FAAANM
stocks.
We
have
seen
this
movie
before,
notably
in
1974
with
the
“Nifty
Fifty”
and
in
1999
with
the
dotcom
internet
stocks,
and
both
shows
had
bad
endings.
The
difference
this
time
is
that
the
FAAANM
companies
are
for
real
with
strong
cash
flows
from
real
earnings.
However,
the
concentration
of
ownership
and
outperformance
are
warning
signs
which
justify
investor
caution.
Your
Fund’s
Adviser
is
exercising
such
caution
with
its
underweighting
in
the
FAAANM
stocks.
6
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2020
Expense
Ratio
Management
Effective
with
the
Nov.
1,
2019
Prospectus
the
Fund’s
Adviser
agreed
to
reimburse
expenses
and
waive
management
fees
so
that
the
annual
net
expense
ratio
does
not
exceed
0.99%.
Your
Adviser
has
extended
this
agreement
through
Oct.
31,
2020.
Prior
to
this
agreement
the
expense
ratio
was
capped
at
1.10%
on
the
first
$150
million
of
Fund
assets
and
0.90%
on
assets
exceeding
$150
million.
The
history
of
expense
reimbursements
and
management
fee
waivers
by
the
Adviser
is
shown
below:
Portfolio
Turnover
2
Annual
portfolio
turnover
since
inception
has
been
as
follows:
2
Percentage
calculated
based
on
total
value
of
long
term
investments.
3
The
Fund
commenced
operations
on
July
16,
2001.
We
believe
these
low
portfolio
turnover
rates
are
consistent
with
our
investment
strategy
of
holding
positions
for
long
periods
and
minimizing
transaction
expenses
for
shareholders.
Brokerage
expenses
for
this
fiscal
year’s
trading
again
amounted
to
less
than
1
cent
per
share
of
your
Fund
based
upon
the
8.8
million
shares
outstanding
as
of
June
30,
2020.
Thus,
trading
expense
remained
very
low
owing
to
low
portfolio
turnover
and
brokerage
commissions.
Both
of
these
are
well
below
industry
norms.
Year
Ending
Expense
Reimbursement
Management
Fee
Waived
06/30/02
$
60,201
$
60,019
06/30/03
38,066
90,163
06/30/04
–
129,060
06/30/05
–
141,907
06/30/06
–
142,664
06/30/07
–
161,128
06/30/08
–
95,665
06/30/09
–
234,053
06/30/10
–
204,148
06/30/11
–
211,784
06/30/12
–
240,847
06/30/13
–
235,380
06/30/14
–
220,476
06/30/15
–
175,996
06/30/16
–
135,822
06/30/17
–
123,930
06/30/18
–
146,156
06/30/19
–
163,859
06/30/20
–
313,721
Total
$
98,267
$
3,226,778
2002
3
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
0%
14%
20%
7%
25%
17%
21%
16%
8%
21%
14%
19%
25%
25%
20%
13%
16%
23%
23%
7
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2020
Asset
Allocation
4
Percentage
calculated
based
on
total
value
of
investments.
The
Fund’s
Adviser
has
periodically
trimmed
back
the
allocation
to
Large
Capitalization
equities
during
the
past
fiscal
year
in
response
to
the
relative
outperformance
of
that
group
as
demonstrated
by
the
preceding
charts.
Proceeds
were
allocated
to
the
Mid
Capitalization
sector.
The
“graduation”
of
Small
Cap
stocks
from
good
performance
also
contributed
to
the
Mid
Capitalization
sector’s
increase
from
11.3%
to
28.0%
this
past
year.
Concentration
The
trimming
of
large
cap
positions
in
highly
appreciated
stocks
to
recycle
funds
into
newer
investments
has
also
reduced
the
portfolio’s
concentration
in
the
past
year
as
demonstrated
below:
Our
thought
process
is
that
if
we
invest
3%
in
a
stock
at
a
price
of
$40,
should
we
maintain
a
4.5%
position
in
the
same
company
when
its
valuation
is
50%
higher
and
the
stock
reaches
$60?
Do
we
want
a
50%
larger
position
at
a
50%
higher
valuation?
When
the
answer
is
“No,”
such
stocks
become
trim
candidates,
and
the
gain
is
recycled
into
companies
with
more
attractive
valuations.
By
industry
standards,
your
Fund’s
holdings
of
40
stocks
on
June
30,
2020
is
considered
reasonably
concentrated
or
“focused”
even
the
SEC
considers
a
mutual
fund
diversified
if
no
holding
represents
more
than
5%
of
the
portfolio.
Your
Fund’s
5.70%
position
in
Visa
on
June
30,
2020
was
the
only
holding
over
5%.
06/30/13
~
4
06/30/14
~
4
06/30/15
~
4
06/30/16
~
4
06/30/17
~
4
06/30/18
~
4
06/30/19
~
4
06/30/20
~
4
Large
Capitalization
51.3%
75.5%
46.5%
53.4%
62.8%
72.2%
77.6%
69.7%
Mid
Capitalization
40.4%
21.8%
38.9%
35.1%
29.3%
18.5%
11.3%
28.0%
Small
Capitalization
5.6%
2.5%
12.3%
11.4%
7.9%
9.2%
8.6%
2.2%
Reserve
Funds
2.7%
0.2%
2.3%
0.1%
0.0%
0.1%
2.5%
0.1%
Total
Fund
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
Top
10
Holdings
06/30/12
06/30/13
06/30/14
06/30/15
06/30/16
06/30/17
06/30/18
06/30/19
06/30/20
%
of
the
Fund
Average
Size
Of
Top
10
49.35%
44.95%
42.36%
42.80%
43.92%
43.71%
40.89%
38.17%
39.59%
4.9%
4.5%
4.2%
4.3%
4.4%
4.4%
4.1%
3.8%
4.0%
8
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2020
Market
Factors
and
Strategy
Without
doubt
the
stimulative
fiscal
and
monetary
policies
have
provided
immense
support
for
the
financial
markets
during
the
pandemic.
COVID-19
has
introduced
a
lot
of
uncertainties
into
our
lives
and
into
the
investment
landscape.
The
dispersion
of
potential
outcomes
is
wide.
There
is
a
downside
case
where
COVID-19
will
be
a
disruptive
force
for
years.
There
is
also
an
upside
case
where
a
vaccine
will
be
found
and
people
can
get
back
to
their
daily
routines.
These
two
scenarios
would
result
in
starkly
different
outcomes
for
individual
stocks
and
for
the
markets.
We
don’t
know
enough
to
predict
confidently
which
case
is
more
likely,
so
we
are
taking
a
balanced
approach
in
managing
the
Fund.
We
want
to
have
a
portfolio
of
best-in-class*
companies
run
by
talented
and
ethical
people.
Some
of
these
companies
are
COVID-19
beneficiaries
that
stand
to
lose
investor
attention
if
we
return
to
normalcy
-
certain
software
and
healthcare
stocks,
which
have
been
your
Fund’s
strong
performers
this
past
year.
Other
holdings
are
COVID-19
victims
that
stand
to
perform
well
if
we
return
to
normalcy
-
real
estate
and
travel-related
stocks,
for
example.
We
always
strive
to
do
well
for
shareholders.
In
our
opinion,
however,
now
is
not
the
time
to
make
aggressive
moves
in
the
portfolio.
We
do
not
think
it
would
be
prudent
to
make
a
one-sided
gamble
that,
to
use
a
speed-
skating
analogy,
could
earn
the
gold
medal
but
could
also
result
in
tripping
and
falling
down.
We
shy
away
from
binary
bets
and
prefer
having
multiple
ways
to
outperform.
When
COVID-19
appeared,
the
first
thing
we
did
was
to
evaluate
how
the
pandemic
would
impact
the
companies
in
the
portfolio.
Is
anything
permanently
impaired?
Are
the
sales
lost
or
deferred?
How
does
our
thesis
change
when
the
business
is
stress-tested
with
a
new
set
of
assumptions?
What
happens
when
we
stress
test
the
balance
sheet?
We
focus
on
owning
strong,
high
quality
companies
that
will
attract
investor
capital
and
offer
high
returns
to
our
clients.
When
markets
retrenched,
we
sought
to
be
opportunistic
and
to
take
advantage
of
irregularities
and
dislocations
we
saw,
making
some
portfolio
changes
based
on
the
criteria
above.
Our
incremental
actions
have
fallen
into
two
buckets.
First,
we
have
trimmed
positions
in
companies
that
have
held
up
well
such
as
those
listed
in
the
prior
section
and
where,
in
our
estimation,
future
returns
have
diminished.
Proceeds
were
redeployed
into
what
we
believe
are
great
companies
where
we
believed
the
expected
return
going
forward
had
increased.
Second,
we
have
bought
positions
in
extraordinary
companies
with
strong
long-term
appreciation
potential
where
we
wanted
to
establish
initial
positions,
knowing
that
it
will
be
difficult
to
time
entry
points
perfectly.
The
market
pullback
in
March
and
April
offered
what
we
saw
as
compelling
initial
entry
points.
9
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2020
Our
strategy
has
been
to
take
incremental
actions
rather
than
to
make
huge
bets
one
way
or
the
other.
“To
make
contact
with
the
ball
rather
than
swinging
for
the
fences”
to
stay
with
sports
metaphors.
Simply
put,
given
the
high
degree
of
uncertainty,
we
do
not
feel
like
we
are
smart
enough
to
make
big
bets
and
eventually
unwind
the
big
bets
at
just
the
right
time.
We
prefer
to
continue
our
time-tested
approach
of
having
a
balanced
portfolio
of
quality
best-in-class
5
long-term
holdings.
We
will
continue
to
stay
on
top
of
the
situation
and
adjust
our
positions
accordingly.
We
welcome
our
new
shareholders
and
as
we
have
often
written
to
shareholders
in
the
past
promise
to
work
diligently
to
earn
the
trust
you
had
demonstrated
in
DF
Dent
and
Co.
with
your
investment.
Respectively
Submitted,
5
The
determination
of
“best-in-class”
is
solely
the
opinion
of
the
Fund’s
Adviser,
and
such
opinion
is
subject
to
change.
Those
companies
that
hold
leading
market
share
positions,
strong
growth
potential,
historically
good
profitability,
and
management
teams
known
for
integrity
and
good
corporate
governance
are
generally
considered
to
be
“best-in-class”.
IMPORTANT
INFORMATION:
Investing
involves
risks,
including
the
possible
loss
of
principal.
The
DF
Dent
Premier
Growth
Fund
may
invest
in
small
and
medium
size
companies.
Investments
in
these
companies,
especially
smaller
companies,
carry
greater
risk
than
is
customarily
associated
with
larger
companies
for
various
reasons
such
as
increased
volatility
of
earnings
and
prospects,
narrower
markets,
limited
financial
resources
and
less
liquid
stock.
The
Fund
will
typically
invest
in
the
securities
of
fewer
issuers.
If
the
Fund’s
portfolio
is
over
weighted
in
a
sector,
any
negative
development
affecting
that
sector
will
have
a
greater
impact
on
the
Fund
than
a
fund
that
is
not
over
weighted
in
that
sector.
The
DF
Dent
Midcap
Growth
Fund
(“Midcap
Fund”)
also
invests
in
small
and
medium
size
companies.
With
non-diversification
risk,
the
Midcap
Fund
will
typically
invest
in
securities
of
a
small
group
of
issuers,
which
exposes
the
Midcap
Fund
to
greater
market
risk.
Investing
in
American
Depositary
Receipts
(ADRs)
carries
risks
of
political
and
financial
instability,
less
liquidity
and
greater
volatility,
as
well
as
risks
associated
with
the
lack
of
reliable
accounting
and
financial
information.
The
Midcap
Fund
is
also
subject
to
other
risks,
such
as
Real
Estate
Investment
Trusts
(REIT)
risk
with
possible
real
estate
market
declines,
which
are
detailed
in
the
Midcap
Fund’s
prospectus.
Daniel
F.
Dent
Bruce
L.
Kennedy
Matthew
F.
Dent
10
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2020
The
DF
Dent
Small
Cap
Growth
Fund
(“Small
Cap
Fund”)
invests
in
small
size
companies,
which
carry
greater
risk
than
is
customarily
associated
with
larger,
more
established
companies.
With
non-diversification
risk,
the
Small
Cap
Fund
will
typically
invest
in
securities
of
a
small
group
of
issuers,
which
exposes
the
Small
Cap
Fund
to
greater
market
risk.
Investing
in
ADRs
carries
risks
of
political
and
financial
instability,
less
liquidity
and
greater
volatility,
as
well
as
risks
associated
with
the
lack
of
reliable
accounting
and
financial
information.
The
Small
Cap
Fund
is
also
subject
to
other
risks,
such
as
REIT
risk
with
possible
real
estate
market
declines,
which
are
detailed
in
the
Small
Cap
Fund’s
prospectus.
The
S&P
500
Index
is
a
broad-based,
unmanaged
measurement
of
changes
in
stock
market
conditions
based
on
the
average
of
500
widely
held
stocks.
The
Russell
Midcap
Growth
Index
measures
the
performance
of
the
mid-cap
growth
segment
of
the
U.S.
equity
universe.
It
includes
those
Russell
Midcap
Index
companies
with
higher
price-to-book
ratios
and
higher
forecasted
growth
values.
The
Russell
2000
Growth
Index
measures
the
performance
of
the
small
cap
growth
segment
of
the
U.S.
equity
universe.
It
includes
those
Russell
Small
Cap
Index
companies
with
higher
price-to-book
ratios
and
higher
forecasted
growth
values.
One
cannot
invest
directly
in
an
index.
11
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
MANAGEMENT
DISCUSSION
OF
FUND
PERFORMANCE
(Unaudited)
JUNE
30,
2020
Recent
Performance
For
the
fiscal
year
ending
June
30,
2020,
the
DF
Dent
Premier
Growth
Fund
(the
“Fund”)
experienced
a
total
return
of
+16.82%
versus
a
total
return
of
+7.51%
for
the
S&P
500
Index
(the
“Index”),
the
benchmark
we
use
for
performance
comparisons.
Performance
versus
the
Index
for
various
periods
ending
June
30,
2020
was
as
follows:
Past
performance
is
not
indicative
of
future
performance.
The
Fund’s
net
return
of
+16.82%
for
the
fiscal
year
ending
on
June
30,
2020
was
composed
of:
+8.56%
for
the
six
months
ending
December
31,
2019
and
+7.61%
for
the
six
months
ending
June
30,
2020.
The
first
six
months
were
relatively
uneventful,
while
the
second
six
months
included
one
of
the
worst
quarters
(Q1)
and
one
of
the
best
quarters
(Q2)
in
recent
history.
Through
it
all
we
are
pleased
that
your
Fund’s
annual
return
since
inception
increased
from
9.81%
one
year
ago
to
10.16%
currently.
The
first
six
months
were
an
extension
of
the
record
market
and
10
year
economic
expansion.
After
peaking
in
mid-February,
the
market
and
your
Fund
declined
severely
when
faced
with
the
uncertainty
of
the
health
and
economic
impact
of
COVID-19.
From
the
mid-March
lows
the
market
and
your
Fund
then
rallied
strongly
largely
in
response
to
massive
unprecedented
monetary
and
fiscal
stimulus.
Given
this
volatility,
how
do
you
evaluate
your
Fund’s
performance?
The
answer
is
given
in
two
calculations
known
as
“Upside
Capture”
and
“Downside
Capture’.
How
did
your
Fund
perform
versus
the
Index
during
the
upswing,
the
downswing,
and
then
during
the
following
upswing?
In
the
past
six
months
of
this
volatility
since
your
last
semi-annual
report
as
of
12/31/2019
the
Index
peaked
on
02/18/2020,
troughed
on
03/20/2020,
and
rallied
for
the
remainder
of
the
Fund’s
fiscal
year.
The
following
table
shows
how
your
Fund
performer
during
each
leg:
Period
Ending
6/30/2020
DF
Dent
Premier
Growth
Fund
S&P
500
Index
Outperformance
(Underperformance)
Six
Months
+
7.61%
-
3.08%
+
10.69%
Twelve
Months
+
16.82%
+
7.51%
+
9.31%
Three
Years
(annualized)
+
20.93%
+
10.73%
+
10.20%
Five
Years
(annualized)
+
15.88%
+
10.73%
+
5.15%
Ten
Years
(annualized)
+
16.32%
+
13.99%
+
2.33%
Since
Inception
(7/16/2001)
(annualized)
+
10.16%
+
7.25%
+
2.91%
Since
Inception
(7/16/2001)
(cumulative)
+
526.55%
+
277.00%
+
249.55%
Date
Index
Phase
Index
%
Change
DFDPX
%
Change
Capture
DFDPX
Price
12/31/19
3230.78
Start
$36.16
02/18/20
3386.15
Up
+4.81%
+9.62%
104.59%
$39.64
03/20/20
2304.92
Down
-31.93%
-30.80%
96.46%
$27.43
06/30/20
3100.29
Up
+34.51%
41.85%
105.46%
$38.91
12
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
MANAGEMENT
DISCUSSION
OF
FUND
PERFORMANCE
(Unaudited)
JUNE
30,
2020
Strategic
Themes
The
Strategic
Themes
of
life
sciences
and
cloud
based
Software
as
a
Service
(SaaS)
companies
which
have
been
especially
well
positioned
during
the
pandemic
were
previously
discussed
in
the
Letter
to
Shareholders.
As
they
represented
20.4%
of
the
Fund
and
generated
41.6%
of
your
Fund’s
fiscal
year
return,
these
two
themes
more
than
carried
their
weight
in
their
performance.
One
could
also
make
the
case
that
Amazon,
which
was
#1
contributor
to
the
Fund’s
performance,
and
Dollar
General
were
also
beneficiaries
of
the
pandemic
within
the
Consumer
Discretionary
Sector.
Sector
Allocation
and
Attribution
The
following
bar
chart
presents
the
sector
weightings
of
your
Fund
(DFDPX)
versus
the
sector
weightings
of
the
Index
as
of
June
30,
2020:
Source:
FactSet
The
Index
is
composed
of
11
Sectors
excluding
Cash.
Your
Fund
outperformed
the
Index
in
nine
of
the
11
Sectors.
As
was
the
case
one
year
ago,
your
Fund
did
not
have
holdings
as
of
June
30,
2019
in
three
Sectors:
Consumer
Staples,
Energy,
and
Utilities.
Not
being
in
these
poor
performing
Sectors
contributed
to
the
Fund’s
performance.
Of
the
eight
remaining
Sectors,
the
Fund
was
under-weighted
on
June
30,2020
in
four-
Information
Technology,
Consumer
Discretionary,
Consumer
Services,
and
Financials.
It
outperformed
three
of
these
Sectors
but
lagged
Information
Technology.
During
the
fiscal
year
the
Fund
had
an
average
weighting
greater
13
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
MANAGEMENT
DISCUSSION
OF
FUND
PERFORMANCE
(Unaudited)
JUNE
30,
2020
than
the
Index’s
Information
Technology’s
average
weighting
but
trimmed
back
within
this
Sector
due
to
its
outperformance.
The
Fund
was
over-weighted
in
the
four
remaining
Sectors:
Health
Care,
Industrials,
and
Real
Estate
where
it
out-performed
the
Index’s
Sectors,
and
Materials
where
it
underperformed
due
to
its
position
in
Vulcan
Materials.
The
performance
of
the
Fund’s
five
largest
Sector
weightings
versus
the
Index:
The
Sector
weightings
remained
fairly
constant
through
the
year
with
the
exception
of
Information
Technology
which
was
trimmed
back
as
mentioned
above
and
Health
Care
which
was
increased
from
15.7%
one
year
ago
to
21.9%
on
June
30,
2020.
Stock
selection
in
Industrials,
Financials,
and
Real
Estate
generated
good
returns
versus
the
Index
which
experienced
negative
returns
in
these
Sectors.
Individual
Stock
Performance
Your
Fund
held
40
different
stocks
at
fiscal
year-end
and
45
during
the
course
of
the
fiscal
year.
Of
the
10
losing
stocks
which
provided
a
combined
loss
of
-5.31%
to
the
Fund
as
of
June
30,
2020,
four
were
eliminated.
Those
four
were
Marriott,
Healthcare
Services
Group,
Brooks
Automation,
and
Trimble.
Marriott,
the
greatest
loss,
is
a
fine
company
but
the
decline
in
travel
and
dining
due
to
the
pandemic
took
its
toll
on
the
company
and
its
stock
price.
We
have
held
Markel,
the
second
poorest
performing
stock,
due
to
its
stringent
underwriting
standards
and
anticipated
firming
of
insurance
markets.
Google,
Tyler
Technologies
and
Healthcare
Services
were
poor
performers
in
the
prior
fiscal
year
ending
June
30,
2019.
We
held
onto
Google
and
Tyler
which
generated
returns
of
30.64%
and
60.28%
respectively
in
the
recent
fiscal
year.
We
exited
Healthcare
Services
which
performed
poorly
again
this
past
year.
Two
strikes
and
you’re
out.
Those
stocks
with
the
greatest
contribution
(a
combination
of
price
appreciation
at
weighting)
to
the
Fund
are
listed
later
under
the
Section
of
Five
Best
Contributors.
The
stocks
with
the
best
fiscal
year
individual
performance
(without
regard
to
portfolio
weighting)
were:
1.
Twilio
+140.96%
2.
Okta,
Inc.
+
61.81%
3.
Tyler
Tech.
+
60.26%
4.
Veeva
Systems
+
55.18%
5.
BlackLine
+
54.68%
Sector
Percent
of
the
Fund
Fund
Sector
Performance
vs.
Index
Information
Technology
25.4%
+26.46%
vs.
+35.90%
Health
Care
21.9%
+17.10%
vs.
+11.12%
Industrials
17.2%
+12.96%
vs.
-9.15%
Financials
8.8%
+17.42%
vs.
-13.90%
Real
Estate
8.2%
+12.27%
vs.
-1.91%
14
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
MANAGEMENT
DISCUSSION
OF
FUND
PERFORMANCE
(Unaudited)
JUNE
30,
2020
These
are
very
highly
valued
stocks.
Twilio,
Okta,
Tyler,
and
BlackLine
have
all
been
trimmed
back
due
to
valuation
analysis.
Veeva
Systems
is
an
initial
position
and
still
represented
only
0.55%
of
the
Fund
on
June
30,
2020.
Your
Fund
has
followed
a
policy
of
not
investing
in
any
derivative
securities.
Visa
bows
out
from
the
above
list
after
being
a
best
five
contributor
for
five
years
in
a
row.
No
other
company
generated
such
consistently
strong
long
term
performance
for
your
Fund.
Still,
Visa
earned
$1,666,675
for
the
Fund
in
this
fiscal
year.
Capital
Gains
Distribution
Policy
Your
Fund
is
required
to
distribute
its
net
realized
capital
gains
each
year.
A
long-term
capital
gain
of
$2.61
per
share
was
distributed
in
December
2019.
Since
inception
(July
16,
2001),
your
Fund
has
distributed
a
total
of
$76,997,321
or
$13.11
per
share
in
realized
gains.
Consequently,
an
original
shareholder
on
July
16,
2001
who
invested
$10
a
share
in
the
Fund
has
Best
and
Worst
Performers
Five
Best
Contributors
Investments
Fund
Net
Realized
and
Unrealized
Appreciation
and
Income
in
Fiscal
Year
2020
Fund
Per
Share
As
of
06/30/20
Amazon.com,
Inc.
$
4,351,390
$
0.49
BlackLine,
Inc.
4,241,654
0.48
S&P
Global,
Inc.
3,662,785
0.41
Tyler
Technologies,
Inc.
3,548,557
0.40
ANSYS,
Inc.
3,172,476
0.36
$
18,976,862
$
2.14
Five
Worst
Contributors
Investments
Fund
Net
Realized
and
Unrealized
Loss
and
Income
In
Fiscal
Year
2020
Fund
Per
Share
As
of
06/30/20
Marriott
International,
Inc.
$
(3,951,518
)
$
(0.45
)
Markel
Corp.
(2,087,569
)
(0.24
)
Vulcan
Materials
Co.
(1,490,898
)
(0.17
)
CBRE
Group,
Inc.,
Class
A
(931,296
)
(0.11
)
Brooks
Automation,
Inc.
(641,939
)
(0.07
)
$
(9,103,220
)
$
(1.04
)
15
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
MANAGEMENT
DISCUSSION
OF
FUND
PERFORMANCE
(Unaudited)
JUNE
30,
2020
received
$13.11
in
capital
gain
distributions.
An
investor
who
elected
to
receive
these
capital
gain
distributions
in
cash
would
have
accumulated
total
value
of
$52.02
as
of
June
30,
2020
($13.11
in
cash
distributions
+
$38.91
share
price).
If
a
shareholder
reinvested
all
the
capital
gain
distributions
in
additional
shares
at
the
time
of
each
capital
gain
distribution,
the
original
$10
investment
would
now
be
worth
$62.66
for
a
10.16%
annual
return
after
fees
versus
$37.70
and
a
7.25%
annual
return
in
the
Index
(before
index
fund
fees).
The
$10.64
higher
return
for
the
investor
reinvesting
capital
gain
versus
taking
cash
distributions
represents
the
additional
appreciation
of
the
reinvested
shares.
Therefore,
while
your
Fund’s
10.16%%
annual
return
versus
7.25%
in
the
Index
may
not
seem
like
a
large
amount,
19
years
of
annual
returns
at
that
differential
resulted
in
an
additional
$24.96
return
over
the
Index
on
a
$10
investment.
Albert
Einstein
has
been
quoted
as
saying,
“The
power
of
compound
interest
is
the
most
powerful
force
in
the
universe.”
Given
the
source,
it’s
a
memorable
quote.
A
corollary
might
be
that
“differentials
of
compound
interest
are
by
definition
exponentially
powerful.”
FIVE
LARGEST
EQUITY
HOLDINGS
June
30,
2020
The
views
in
this
report
were
those
of
the
Fund’s
Adviser
as
of
June
30,
2020,
and
may
not
reflect
the
Adviser’s
views
on
the
date
this
report
is
first
published
or
anytime
thereafter.
This
report
may
contain
discussions
about
certain
investments
both
held
and
not
held
in
the
portfolio
as
of
the
report
date.
All
current
and
future
holdings
are
subject
to
risk
and
are
subject
to
change.
While
these
views
are
intended
to
assist
shareholders
in
understanding
their
investment
in
the
Fund,
they
do
not
constitute
investment
or
tax
advice,
are
not
a
guarantee
of
future
performance
and
are
not
intended
as
an
offer
or
solicitation
with
respect
to
the
purchase
or
sale
of
any
security.
Quantity
Security
Total
Cost
Market
Value
Percent
of
Net
Assets
of
the
Fund
Percent
of
Contribution
to
2020
Return
101,384
Visa,
Inc.,
Class
A
$
4,542,215
$
19,584,347
5.70%
0.70%
5,339
Amazon.com,
Inc.
6,137,615
14,729,340
4.29
1.76
156,337
Waste
Connections,
Inc.
12,456,415
14,662,847
4.26
-0.31
35,734
Illumina,
Inc.
7,920,546
13,234,087
3.85
0.65
44,044
Mastercard,
Inc.,
Class
A
6,652,179
13,023,811
3.79
0.77
$
37,708,970
$
75,234,432
21.89%
3.57%
16
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
JUNE
30,
2020
The
following
chart
reflects
the
change
in
the
value
of
a
hypothetical
$10,000
investment,
including
reinvested
dividends
and
distributions,
in
the
DF
Dent
Premier
Growth
Fund
(the
“Fund”)
compared
with
the
performance
of
the
benchmark,
S&P
500
Index
("S&P
500”),
over
the
past
ten
fiscal
years.
The
S&P
500
is
a
broad-based
measurement
of
the
U.S.
stock
market
based
on
the
performance
of
500
widely
held
large
capitalization
common
stocks.
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
DF
Dent
Premier
Growth
Fund
vs.
S&P
500
Index
Performance
data
quoted
represents
past
performance
and
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
As
stated
in
the
Fund’s
prospectus,
the
annual
operating
expense
ratio
(gross)
is
1.19%.
However,
the
Fund’s
Adviser 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,
and
extraordinary
expenses)
to
0.99%,
through
October
31,
2020
(the
“Expense
Cap”).
The
Expense
Cap
may
be
raised
or
eliminated
only
with
the
consent
of
the
Board
of
Trustees.
The
Adviser
may
be
reimbursed
by
the
Fund
for
fees
waived
and
expenses
reimbursed
by
the
Adviser
pursuant
to
the
Expense
Cap
if
such
payment
is
made
within
three
years
of
the
fee
waiver
or
expense
reimbursement
and
does
not
cause
the
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
to
exceed
the
lesser
of
(i)
the
then-current
Expense
Cap
and
(ii)
the
Expense
Cap
in
place
at
the
time
the
fees/expenses
were
waived/reimbursed.
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
will
increase
if
exclusions
from
the
Expense
Cap
apply.
During
the
period,
certain
fees
were
waived
and/or
expenses
reimbursed;
otherwise,
returns
would
have
been
lower.
The
performance
table
and
graph
do
not
reflect
the
deduction
of
taxes
that
a
shareholder
would
pay
on
Fund
distributions
or
the
redemption
of
Fund
shares.
Returns
greater
than
one
year
are
annualized.
For
the
most
recent
month-end
performance,
please
call
(866)
233-3368.
Average
Annual
Total
Returns
Periods
Ended
June
30,
2020
One
Year
Five
Year
Ten
Year
DF
Dent
Premier
Growth
Fund
16.82%
15.88%
16.32%
S&P
500
Index
7.51%
10.73%
13.99%
17
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
JUNE
30,
2020
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
June
30,
2020.
The
inputs
or
methodology
used
for
valuing
securities
are
not
necessarily
an
indication
of
the
risks
associated
with
investing
in
those
securities.
For
more
information
on
valuation
inputs,
and
their
aggregation
into
the
levels
used
in
the
table
below,
please
refer
to
the
Security
Valuation
section
in
Note
2
of
the
accompanying
Notes
to
Financial
Statements.
The
Level
1
value
displayed
in
this
table
is
Common
Stock.
Refer
to
this
Schedule
of
Investments
for
a
further
breakout
of
each
security
by
industry.
Shares
Security
Description
Value
Common
Stock
-
100.1%
Communication
Services
-
4.8%
9,141
Alphabet,
Inc.,
Class C
(a)
$
12,921,809
2,000
Cable
One,
Inc.
3,549,700
16,471,509
Consumer
Discretionary
-
7.7%
5,339
Amazon.com,
Inc.
(a)
14,729,340
85,319
CarMax,
Inc.
(a)
7,640,317
21,606
Dollar
General
Corp.
4,116,159
26,485,816
Financials
-
8.8%
12,188
Markel
Corp.
(a)
11,251,596
24,377
Moody's
Corp.
6,697,093
37,674
S&P
Global,
Inc.
12,412,830
30,361,519
Health
Care
-
21.9%
41,274
Bio-Techne
Corp.
10,899,225
65,650
Danaher
Corp.
11,608,890
14,128
IDEXX
Laboratories,
Inc.
(a)
4,664,501
35,734
Illumina,
Inc.
(a)
13,234,087
21,052
Intuitive
Surgical,
Inc.
(a)
11,996,061
24,377
Teleflex,
Inc.
8,872,740
33,519
Thermo
Fisher
Scientific,
Inc.
12,145,274
8,033
Veeva
Systems,
Inc.,
Class A
(a)
1,883,096
75,303,874
Industrials
-
17.2%
6,371
CoStar
Group,
Inc.
(a)
4,527,679
153,186
Fastenal
Co.
6,562,488
73,090
HEICO
Corp.,
Class A
5,937,832
27,424
Roper
Technologies,
Inc.
10,647,642
22,715
TransDigm
Group,
Inc.
(a)
10,041,166
38,781
Verisk
Analytics,
Inc.
6,600,526
156,337
Waste
Connections,
Inc.
14,662,847
58,980,180
Information
Technology
-
25.4%
39,890
ANSYS,
Inc.
(a)
11,637,110
9,695
Atlassian
Corp.
PLC,
Class A
(a)
1,747,718
109,972
Black
Knight,
Inc.
(a)
7,979,568
111,796
BlackLine,
Inc.
(a)
9,269,006
49,307
Envestnet,
Inc.
(a)
3,626,037
44,044
Mastercard,
Inc.,
Class A
13,023,811
19,760
Okta,
Inc.
(a)
3,956,545
171,745
PROS
Holdings,
Inc.
(a)
7,630,630
34,346
Qualys,
Inc.
(a)
3,572,671
10,020
Twilio,
Inc.
(a)
2,198,588
9,402
Tyler
Technologies,
Inc.
(a)
3,261,366
101,384
Visa,
Inc.,
Class A
19,584,347
87,487,397
Shares
Security
Description
Value
Materials
-
6.1%
52,909
Ecolab,
Inc.
$
10,526,245
90,582
Vulcan
Materials
Co.
10,493,925
21,020,170
Real
Estate
-
8.2%
42,209
American
Tower
Corp.
REIT
10,912,715
222,438
CBRE
Group,
Inc.,
Class A
(a)
10,058,646
23,823
SBA
Communications
Corp.
REIT
7,097,348
28,068,709
Total
Common
Stock
(Cost
$202,111,264)
344,179,174
Investments,
at
value
-
100.1%
(Cost
$202,111,264)
$
344,179,174
Other
Assets
&
Liabilities,
Net
-
(0.1)%
(467,821)
Net
Assets
-
100.0%
$
343,711,353
PLC
Public
Limited
Company
REIT
Real
Estate
Investment
Trust
(a)
Non-income
producing
security.
Valuation
Inputs
Investments
in
Securities
Level
1
-
Quoted
Prices
$
344,179,174
Level
2
-
Other
Significant
Observable
Inputs
–
Level
3
-
Significant
Unobservable
Inputs
–
Total
$
344,179,174
18
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
JUNE
30,
2020
PORTFOLIO
HOLDINGS
(Unaudited)
%
of
Total
Net
Assets
Communication
Services
4.8%
Consumer
Discretionary
7.7%
Financials
8.8%
Health
Care
21.9%
Industrials
17.2%
Information
Technology
25.4%
Materials
6.1%
Real
Estate
8.2%
Other
Assets
&
Liabilities,
Net
(0.1)%
100.0%
19
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
STATEMENT
OF
ASSETS
AND
LIABILITIES
JUNE
30,
2020
ASSETS
Investments,
at
value
(Cost
$202,111,264)
$
344,179,174
Cash
313,507
Receivables:
Fund
shares
sold
36,767
Dividends
and
interest
81,819
Prepaid
expenses
20,410
Total
Assets
344,631,677
LIABILITIES
Payables:
Fund
shares
redeemed
201,329
Accrued
Liabilities:
Investment
adviser
fees
663,896
Fund
services
fees
16,499
Other
expenses
38,600
Total
Liabilities
920,324
NET
ASSETS
$
343,711,353
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
198,635,450
Distributable
earnings
145,075,903
NET
ASSETS
$
343,711,353
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
8,833,045
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE
$
38.91
20
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
STATEMENT
OF
OPERATIONS
YEAR
ENDED
JUNE
30,
2020
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$9,564)
$
1,797,367
Interest
income
15,102
Total
Investment
Income
1,812,469
EXPENSES
Investment
adviser
fees
2,544,371
Fund
services
fees
246,826
Custodian
fees
26,022
Registration
fees
31,669
Professional
fees
48,030
Trustees'
fees
and
expenses
9,712
Other
expenses
52,834
Total
Expenses
2,959,464
Fees
waived
(389,587)
Net
Expenses
2,569,877
NET
INVESTMENT
LOSS
(757,408)
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
on
investments
9,311,763
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
34,998,959
NET
REALIZED
AND
UNREALIZED
GAIN
44,310,722
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
43,553,314
21
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
For
the
Years
Ended
June
30,
2020
2019
OPERATIONS
Net
investment
loss
$
(757,408)
$
(918,051)
Net
realized
gain
9,311,763
18,212,790
Net
change
in
unrealized
appreciation
(depreciation)
34,998,959
18,465,342
Increase
in
Net
Assets
Resulting
from
Operations
43,553,314
35,760,081
DISTRIBUTIONS
TO
SHAREHOLDERS
Total
Distributions
Paid
(16,761,622)
(13,091,027)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares
147,836,272
17,827,300
Reinvestment
of
distributions
15,466,559
12,265,975
Redemption
of
shares
(58,387,306)
(14,330,596)
Increase
in
Net
Assets
from
Capital
Share
Transactions
104,915,525
15,762,679
Increase
in
Net
Assets
131,707,217
38,431,733
NET
ASSETS
Beginning
of
Year
212,004,136
173,572,403
End
of
Year
$
343,711,353
$
212,004,136
SHARE
TRANSACTIONS
Sale
of
shares
4,134,020
546,384
Reinvestment
of
distributions
434,698
439,169
Redemption
of
shares
(1,665,992)
(456,602)
Increase
in
Shares
2,902,726
528,951
22
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
FINANCIAL
HIGHLIGHTS
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year
.
For
the
Years
Ended
June
30,
2020
2019
2018
2017
2016
NET
ASSET
VALUE,
Beginning
of
Year
$
35.75
$
32.13
$
28.22
$
24.42
$
28.32
INVESTMENT
OPERATIONS
Net
investment
loss
(a)
(0.11)
(0.16)
(0.15)
(0.07)
(0.13)
Net
realized
and
unrealized
gain
(loss)
5.88
6.26
6.91
4.95
(0.45)
Total
from
Investment
Operations
5.77
6.10
6.76
4.88
(0.58)
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
(2.61)
(2.48)
(2.85)
(1.08)
(3.32)
Total
Distributions
to
Shareholders
(2.61)
(2.48)
(2.85)
(1.08)
(3.32)
NET
ASSET
VALUE,
End
of
Year
$
38.91
$
35.75
$
32.13
$
28.22
$
24.42
TOTAL
RETURN
16.82%
21.14%
24.97%
20.62%
(2.06)%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
343,711
$
212,004
$
173,572
$
146,716
$
147,003
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.30)%
(0.51)%
(0.50)%
(0.26)%
(0.52)%
Net
expenses
1.00%
1.07%
1.09%
1.10%
1.09%
Gross
expenses
(b)
1.15%
1.20%
1.22%
1.23%
1.22%
PORTFOLIO
TURNOVER
RATE
23%
23%
16%
13%
20%
footertext
(a)
Calculated
based
on
average
shares
outstanding
during
each
year.
(b)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
23
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2020
Dear
Fellow
Shareholders:
We
would
like
to
welcome
new
Fund
shareholders
and
thank
long-term
shareholders
for
their
continued
confidence
in
the
DF
Dent
Midcap
Growth
Fund
(the
“Fund”).
Performance
For
the
period
July
1,
2019,
through
June
30,
2020,
the
Fund
experienced
a
total
return
of
+15.14%
for
Investor
Shares
and
+15.26%
for
Institutional
Shares,
outperforming
the
total
return
of
+11.91%
for
the
Russell
Midcap
Growth
Index
(the
“Index”),
which
is
the
benchmark
we
use
for
performance
comparisons,
by
+3.23%
and
+3.35%,
respectively.
Expense
Ratio
The
gross
operating
expense
ratio
for
the
Fund
is
1.13%
for
Investor
Shares
and
1.11%
for
Institutional
Shares.
Per
the
Fund’s
prospectus,
your
Fund’s
investment
Adviser
has
contractually
agreed
to
waive
a
portion
of
its
fees
to
limit
the
expense
ratio
to
0.98%
for
Investor
Shares
and
0.85%
for
Institutional
Shares
through
October
31,
2020.
Concentration
The
Fund’s
concentration
in
its
top
10
holdings
is
as
follows:
We
believe
the
concentration
in
the
Fund’s
top
ten
positions
is
appropriate
at
its
current
level
and
has
the
potential
to
enhance
long-term
performance.
Management
Ownership
of
Fund
Employees,
their
families,
and
the
Adviser’s
retirement
plan
owned
approximately
5%
of
the
Fund
as
of
June
30,
2020.
There
were
only
management
purchases
and
no
management
redemptions
during
the
fiscal
year
ended
June
30,
2020.
Portfolio
Commentary
When
we
last
wrote
to
you
in
July
of
2019,
none
of
us
could
have
anticipated
or
foreseen
the
events
of
the
past
several
months.
While
markets
ended
2019
on
a
high
note,
and
continued
to
rally
into
the
start
of
2020,
the
emergence
of
COVID-19
and
its
devastating
effect
on
humankind
have
led
to
incredible
market
volatility,
global
economic
distress,
and
a
human
tragedy
unlike
any
most
of
us
have
experienced
before.
We
have
all
been
challenged
over
the
last
few
months.
Top
10
Holdings
06/30/20
%
of
the
Fund
42.35%
Average
Position
Size
of
Top
10
4.235%
24
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2020
At
D.F.
Dent,
we
have
continued
to
focus
on
delivering
results
for
our
clients
even
in
the
face
of
adversity.
We
are
pleased
that
the
Fund
has
out-performed
the
Index
by
over
300
basis
points
in
the
past
12
months.
Since
its
inception
in
2011,
the
Fund
has
returned
14.74%
on
an
annualized
basis,
which
compares
to
a
12.13%
annualized
return
for
the
Index.
Our
process
has
consistently
delivered
strong
results
for
our
clients,
and
we
thought
this
would
be
an
opportune
time
to
introduce
new
clients
to
our
process
and
firm.
Daniel
F.
Dent,
CFA
started
D.F.
Dent
and
Company,
Inc.
in
1976
and
the
firm
has
always
been
100%
management
owned.
While
your
Fund
was
launched
in
2011,
we
have
been
managing
mid-cap
accounts
that
follow
a
similar
strategy
since
1986.
Since
day
one,
a
core
belief
has
been
that
over
time,
stock
performance
is
highly
correlated
with
earnings
per
share
growth
and
real
wealth
is
created
by
owning
successful
companies
for
a
long
period
of
time.
As
a
result,
our
strategy
has
always
been
to
manage
concentrated,
low-turnover
“quality
growth”
portfolios.
We
invest
in
companies
with
three
core
investment
characteristics:
best-in-class*,
niche-focused
businesses;
proven
business
models;
and
talented
and
ethical
management
teams.
An
extensive
due
diligence
process
is
the
core
of
our
process,
and
meeting
and
evaluating
management
is
a
critical
component
of
our
multi-pronged
approach.
We
have
found
that
a
distinctive
feature
of
enduring
quality
growth
companies
is
the
way
their
“leaders
lead.”
The
firm
seeks
to
invest
in
companies
run
by
“Level
5
Leaders,”
a
concept
developed
by
Jim
Collins
in
his
book
Good
to
Great.
Level
5
leaders
display
a
powerful
and
unique
mixture
of
personal
humility
and
indomitable
will.
Our
investment
process
is
highly
collaborative,
and
many
members
of
the
investment
team
are
involved
in
the
research
of
an
idea
from
start
to
finish.
Your
Fund
is
team
managed
by
four
portfolio
managers.
We
believe
that
the
stability
and
tenure
of
the
portfolio
management
team
is
a
unique
characteristic.
The
firm
does
not
believe
in
a
"star
system"
and
the
culture
heavily
promotes
teamwork,
kindness,
humility,
and
integrity.
As
a
result,
D.F.
Dent
has
had
extremely
low
professional
turnover.
Throughout
the
firm’s
history,
and
the
history
of
the
Fund,
we
have
invested
across
various
business
cycles,
through
many
types
of
markets,
and
amidst
a
variety
of
exogenous
events.
Through
those
periods,
our
investment
philosophy
and
our
core
values
have
remained
the
same.
It
is
in
times
of
market
turmoil
when
we
lean
on
what
got
us
here:
our
people,
our
philosophy
and
our
process.
We
have
found
that
at
moments
like
the
one
we
are
currently
facing,
high-quality
growth
companies
with
talented
management
teams
often
extend
their
lead
relative
to
competition
and
emerge
stronger
than
before.
Just
as
your
portfolio
companies
call
upon
their
experience
and
expertise
in
times
of
crisis,
we
as
an
investment
firm
call
upon
our
past
learnings
to
make
changes
to
your
portfolios
we
think
will
maximize
future
returns.
We
believe
it
is
our
job
to
take
advantage
of
the
opportunities
presented
to
us
and
position
your
portfolios
to
thrive
in
the
future.
When
COVID-19
appeared,
the
first
thing
we
did
was
to
evaluate
how
the
pandemic
would
impact
the
companies
in
the
portfolio.
Specifically,
for
each
company,
we
asked
ourselves
the
following
questions:
Is
anything
permanently
impaired?
Are
a
company’s
sales
lost
or
deferred?
25
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2020
How
does
our
thesis
change
when
the
business
is
stress-tested
for
this
never-before-seen
situation?
What
happens
when
we
stress
test
the
balance
sheet?
We
focus
on
owning
strong,
high-quality
companies
that
will
attract
investor
capital
and
offer
high
returns
to
our
clients.
When
markets
retrenched,
we
sought
to
be
opportunistic
and
to
take
advantage
of
irregularities
and
dislocations
we
saw,
making
some
portfolio
changes
based
on
the
criteria
above.
Our
incremental
actions
have
fallen
into
two
buckets.
First,
we
have
trimmed
positions
in
companies
that
have
held
up
well
and
where,
in
our
estimation,
future
returns
have
diminished.
Proceeds
were
redeployed
into
what
we
view
as
great
companies
where
we
believed
the
expected
return
going
forward
had
increased.
Second,
we
have
bought
positions
in
extraordinary
companies
with
strong
long-term
appreciation
potential
where
we
wanted
to
establish
initial
positions,
knowing
that
it
would
be
difficult
to
time
entry
points
perfectly.
The
market
pullback
offered
what
we
saw
as
compelling
initial
entry
points.
Our
strategy
has
been
to
take
incremental
actions
rather
than
to
make
huge
bets
one
way
or
the
other.
Given
the
high
degree
of
uncertainty,
we
think
it
is
a
difficult
task
to
know
exactly
when
to
make
big
bets
and
when
to
unwind
them.
We
prefer
to
continue
our
time-tested
approach
of
having
a
balanced
portfolio
of
quality
long-term
holdings.
We
will
continue
to
stay
on
top
of
the
situation
and
adjust
our
positions
accordingly.
The
following
companies
are
three
of
the
best
contributors
to
the
Fund’s
performance
over
the
past
year.
We
thought
highlighting
them
would
give
you
a
sense
of
not
only
why
we
have
invested
in
them
on
your
behalf,
but
also
why
they
have
outperformed
recently.
BlackLine,
Inc.
(BL)
is
a
leading
provider
of
cloud-based
financial
and
accounting
automation
software
solutions.
It
is
an
innovator
in
financial
book
closing
software
as
well
as
several
other
products
with
tremendous
market
potential.
The
stock
has
been
especially
strong
since
the
market
bottomed
in
March.
The
company
reported
strong
quarterly
results
that,
despite
negative
impacts
from
COVID-19,
still
beat
guidance
set
prior
to
the
pandemic.
More
importantly,
the
strong
results
revealed
accelerating
revenue
growth,
which
is
an
indication
that
BL’s
work
over
the
past
two
years
to
optimize
its
business
organization
and
revamp
its
marketing
strategies
is
now
paying
off.
We
trimmed
the
stock
on
strength,
but
continue
to
believe
that
it
has
very
attractive
long-term
potential.
Moody’s
Corp.
(MCO),
a
leading
provider
of
credit
ratings
and
related
research,
data,
and
analytical
tools,
saw
several
strong
quarterly
results
over
the
past
year,
driven
by
a
strong
issuance
environment
and
a
favorable
customer
mix
of
infrequent
issuers.
To
most
investors’
surprise,
the
strong
issuance
trend
continued
into
the
second
quarter
of
2020
with
corporate
investment
grade
issuance
volume
almost
doubling
Y-o-Y.
The
stock
has
continued
to
react
positively
and
recently
reached
an
all-time
high
despite
concerns
about
a
global
economic
downturn
related
to
the
pandemic.
We
trimmed
our
position
in
MCO
as
the
risk-reward
became
less
favorable.
We
continue
to
view
Moody’s
ratings
business
as
exceptional,
with
proven
pricing
power
and
high
barriers
to
entry.
26
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2020
ANSYS,
Inc.
(ANSS),
a
developer
and
marketer
of
simulation
software
and
services
to
engineers
and
product
designers,
has
performed
very
well
operationally
over
the
last
year.
Deeper
relationships
with
ANSS’s
largest
enterprise
customers
has
resulted
in
larger
deal
sizes
and
impressive
revenue
growth
and
bookings
numbers.
While
the
company
has
faced
some
uncertainty
related
to
COVID-19,
we
remain
confident
in
ANSS’s
long-term
growth
opportunities
and
secular
tailwinds.
We
believe
that
its
EPS
growth
-
driven
by
strong
organic
revenue
growth,
some
margin
expansion,
and
acquisition
activity
-
will
support
above-market
stock
price
appreciation
over
the
long
term.
Attribution
Analysis
In
the
fiscal
year
ending
June
30,
2020,
most
of
your
Fund’s
outperformance
can
be
attributed
to
stock
selection,
not
sector
allocation.
Your
Fund
was
over-weighted
versus
the
Index
benchmark
in
the
Financials,
Industrials,
Materials,
and
Real
Estate
sectors.
In
Materials
and
Real
Estate,
both
the
over-weighting
and
stock
selection
detracted
from
performance.
In
Financials
and
Industrials,
the
over-weighting
detracted
slightly
from
performance,
but
stock
selection
contributed
to
performance.
Your
Fund
was
under-weighted
versus
the
Index
in
the
Communication
Services,
Consumer
Discretionary,
Energy,
Health
Care,
and
Information
Technology
sectors.
In
Health
Care,
the
under-weighting
neither
contributed
to
nor
detracted
from
performance,
but
stock
selection
contributed
to
performance.
In
Energy,
Communication
Services,
and
Consumer
Discretionary,
both
the
under-weighting
and
stock
selection
contributed
to
performance.
In
Information
Technology,
the
under-weighting
detracted
slightly
from
performance
while
stock
selection
contributed
to
performance.
Your
Fund
did
not
hold
any
positions
in
the
Consumer
Staples,
Telecommunication
Services,
and
Utilities
sectors,
which
contributed
slightly
to
performance
compared
to
the
Index.
Sector
Weights
The
following
bar
chart
presents
the
sector
weighting
of
your
Fund
versus
the
sector
weightings
of
the
Index
as
of
June
30,
2020
(note
this
may
differ
slightly
with
the
commentary
above,
which
relates
to
average
weightings
as
opposed
to
year-end
weightings):
27
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2020
Source:
FactSet
Best
and
Worst
Performers
Five
Best
Contributors
Investments
Fund
Net
Realized
and
Unrealized
Appreciation
and
Income
in
Fiscal
Year
2020
Fund
Per
Share
As
of
06/30/20
BlackLine,
Inc.
$
4,882,269
$
0.39
Moodys
Corp.
3,350,280
0.27
ANSYS,
Inc.
3,323,245
0.27
Tyler
Technologies,
Inc.
3,097,065
0.25
Bio-Techne
Corp.
3,077,074
0.25
$
17,729,933
$
1.43
28
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2020
FIVE
LARGEST
EQUITY
HOLDINGS
JUNE
30,
2020
As
always,
we
acknowledge
the
responsibility
you
have
conveyed
by
making
your
investment
in
the
DF
Dent
Midcap
Growth
Fund
and
will
work
diligently
on
your
behalf.
Respectively
Submitted,
Five
Worst
Contributors
Investments
Fund
Net
Realized
and
Unrealized
Loss
and
Income
in
Fiscal
Year
2020
Fund
Per
Share
As
of
06/30/20
Markel
Corp.
$
(2,946,889
)
$
(0.24
)
Vulcan
Materials
Co.
(1,970,988
)
(0.16
)
Trimble,
Inc.
(1,811,833
)
(0.15
)
PROS
Holdings,
Inc.
(1,624,718
)
(0.13
)
CBRE
Group,
Inc.,
Class
A
(1,564,251
)
(0.13
)
$
(9,918,679
)
$
(0.81
)
Quantity
Security
Total
Cost
Market
Value
Percent
of
Net
Assets
of
the
Fund
105,048
Verisk
Analytics,
Inc.
$
13,999,455
$
17,879,169
4.88%
175,382
Waste
Connections,
Inc.
15,027,976
16,449,078
4.49
80,977
Ecolab,
Inc.
14,130,726
16,110,374
4.40
55,097
ANSYS,
Inc.
10,819,586
16,073,448
4.39
42,277
Illumina,
Inc.
11,603,129
15,657,287
4.27
$
65,580,872
$
82,169,356
22.43%
Thomas
F.
O’Neil,
Jr.
Matthew
F.
Dent
Gary
D.
Mitchell
Bruce
L.
Kennedy
29
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2020
*
The
determination
of
“best-in-class”
is
solely
the
opinion
of
the
Fund’s
Adviser,
and
such
opinion
is
subject
to
change.
Those
companies
that
hold
leading
market
share
positions,
strong
growth
potential,
historically
good
profitability,
and
management
teams
known
for
integrity
and
good
corporate
governance
are
generally
considered
to
be
“best-in-class.”
IMPORTANT
INFORMATION:
Investing
involves
risks,
including
the
possible
loss
of
principal.
The
Fund
invests
in
small-
and
medium-
size
companies,
which
carry
greater
risk
than
is
customarily
associated
with
larger,
more
established
companies.
With
non-diversification
risk,
the
Fund
will
typically
invest
in
securities
of
fewer
issuers,
which
exposes
the
Fund
to
greater
market
risk.
Investing
in
American
Depositary
Receipts
(ADRs)
carries
risks
of
political
and
financial
instability,
less
liquidity
and
greater
volatility,
as
well
as
risks
associated
with
the
lack
of
reliable
accounting
and
financial
information.
The
Fund
is
also
subject
to
other
risks,
such
as
the
risk
associated
with
investing
in
Real
Estate
Investment
Trusts
(REITs)
like
possible
real
estate
market
declines,
which
are
detailed
in
the
Fund’s
prospectus.
The
Russell
Midcap
Growth
Index
measures
the
performance
of
the
mid-cap
growth
segment
of
the
U.S.
equity
universe.
It
includes
those
Russell
Midcap
Index
companies
with
higher
price-to-book
ratios
and
higher
forecasted
growth
values.
One
cannot
invest
directly
in
an
index.
Price-to-earnings
(“P/E”)
ratio
is
the
valuation
of
a
company’s
current
share
price
relative
to
company
earnings.
Earnings-per-share
(“EPS”)
is
the
portion
of
a
company's
profit
allocated
to
each
outstanding
share
of
common
stock.
The
views
in
this
report
contained
herein
were
those
of
the
Fund’s
Adviser
as
of
June
30,
2020,
and
may
not
reflect
the
Adviser’s
views
on
the
date
this
report
is
first
published
or
anytime
thereafter.
This
report
may
contain
discussions
about
certain
investments
both
held
and
not
held
in
the
portfolio
as
of
the
report
date.
All
current
and
future
holdings
are
subject
to
risk
and
are
subject
to
change.
While
these
views
are
intended
to
assist
shareholders
in
understanding
their
investment
in
the
Fund,
they
do
not
constitute
investment
or
tax
advice,
are
not
a
guarantee
of
future
performance
and
are
not
intended
as
an
offer
or
solicitation
with
respect
to
the
purchase
or
sale
of
any
security.
30
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
JUNE
30,
2020
The
following
chart
reflects
the
change
in
the
value
of
a
hypothetical
$10,000
investment,
including
reinvested
dividends
and
distributions,
in
the
DF
Dent
Midcap
Growth
Fund
(the
“Fund”)
compared
with
the
performance
of
the
benchmark,
the
Russell
Midcap
Growth
Index
(“Russell
Midcap
Growth”),
since
inception.
The
Russell
Midcap
Growth
measures
the
performance
of
the
mid-cap
growth
segment
of
the
U.S.
equity
universe.
It
includes
those
Russell
Midcap
Index
companies
with
higher
price-to-book
ratios
and
higher
forecasted
growth
values.
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
DF
Dent
Midcap
Growth
Fund
vs.
Russell
Midcap
Growth
Index
Performance
data
quoted
represents
past
performance
and
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
As
stated
in
the
Fund’s
prospectus,
the
annual
operating
expense
ratios
(gross)
for
Investor
Shares
and
Institutional
Shares
are
1.13%
and
1.11%,
respectively.
However,
the
Fund’s
Adviser 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,
and
extraordinary
expenses)
to
0.98%
and
0.85%
of
Investor
Shares
and
Institutional
Shares,
respectively,
through
October
31,
2020
(the
“Expense
Cap”).
The
Expense
Cap
may
be
raised
or
eliminated
only
with
the
consent
of
the
Board
of
Trustees.
The
Adviser
may
be
reimbursed
by
the
Fund
for
fees
waived
and
expenses
reimbursed
by
the
Adviser
pursuant
to
the
Expense
Cap
if
such
payment
is
made
within
three
years
of
the
fee
waiver
or
expense
reimbursement
and
does
not
cause
the
Total
Annual
Fund
Operating
Expenses
Average
Annual
Total
Returns
Periods
Ended
June
30,
2020
One
Year
Five
Year
Since
Inception
(07/01/11)
(1)
DF
Dent
Midcap
Growth
Fund
-
Investor
Shares
15.14%
14.39%
14.74%
DF
Dent
Midcap
Growth
Fund
-
Institutional
Shares
(2)
15.26%
14.46%
14.77%
Russell
Midcap
Growth
Index
11.91%
11.60%
12.13%
(1)
Investor
Shares
commenced
operations
on
July
1,
2011
and
Institutional
Shares
commenced
operations
on
November
29,
2017.
(2)
Performance
for
the
five
year,
and
since
inception
periods
are
a
blended
average
annual
return,
which
include
the
returns
of
the
Investor
Shares
prior
to
the
commencement
of
the
Institutional
Shares.
31
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
JUNE
30,
2020
After
Fee
Waiver
and/or
Expense
Reimbursement
to
exceed
the
lesser
of
(i)
the
then-current
Expense
Cap
and
(ii)
the
Expense
Cap
in
place
at
the
time
the
fees/expenses
were
waived/reimbursed.
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
will
increase
if
exclusions
from
the
Expense
Cap
apply.
During
the
period,
certain
fees
were
waived
and/or
expenses
reimbursed;
otherwise,
returns
would
have
been
lower.
Shares
redeemed
within
60
days
of
purchase
will
be
charged
a
2.00%
redemption
fee.
The
performance
table
and
graph
do
not
reflect
the
deduction
of
taxes
that
a
shareholder
would
pay
on
Fund
distributions
or
the
redemption
of
Fund
shares.
Returns
greater
than
one
year
are
annualized.
For
the
most
recent
month-end
performance,
please
call
(866)
233-3368.
32
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
JUNE
30,
2020
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
June
30,
2020.
The
inputs
or
methodology
used
for
valuing
securities
are
not
necessarily
an
indication
of
the
risks
associated
with
investing
in
those
securities.
For
more
information
on
valuation
inputs,
and
their
aggregation
into
the
levels
used
in
the
table
below,
please
refer
to
the
Security
Valuation
section
in
Note
2
of
the
accompanying
Notes
to
Financial
Statements.
The
Level
1
value
displayed
in
this
table
is
Common
Stock.
Refer
to
this
Schedule
of
Investments
for
a
further
breakout
of
each
security
by
industry.
Shares
Security
Description
Value
Common
Stock
-
95.4%
Communication
Services
-
3.5%
7,308
Cable
One,
Inc.
$
12,970,604
Consumer
Discretionary
-
3.9%
45,528
Bright
Horizons
Family
Solutions,
Inc.
(a)
5,335,882
98,702
CarMax,
Inc.
(a)
8,838,764
14,174,646
Financials
-
8.2%
16,594
Markel
Corp.
(a)
15,319,083
53,146
Moody's
Corp.
14,600,800
29,919,883
Health
Care
-
17.0%
58,658
Bio-Techne
Corp.
15,489,818
12,325
IDEXX
Laboratories,
Inc.
(a)
4,069,222
42,277
Illumina,
Inc.
(a)
15,657,287
11,364
Intuitive
Surgical,
Inc.
(a)
6,475,548
32,623
Teleflex,
Inc.
11,874,120
37,513
Veeva
Systems,
Inc.,
Class A
(a)
8,793,797
62,359,792
Industrials
-
23.4%
12,820
CoStar
Group,
Inc.
(a)
9,110,789
226,196
Fastenal
Co.
9,690,237
60,270
HEICO
Corp.,
Class A
4,896,335
29,979
Old
Dominion
Freight
Line,
Inc.
5,084,139
32,213
Roper
Technologies,
Inc.
12,507,019
22,587
TransDigm
Group,
Inc.
(a)
9,984,583
105,048
Verisk
Analytics,
Inc.
17,879,169
175,382
Waste
Connections,
Inc.
16,449,078
85,601,349
Information
Technology
-
23.8%
55,097
ANSYS,
Inc.
(a)
16,073,448
22,573
Atlassian
Corp.
PLC,
Class A
(a)
4,069,235
159,396
Black
Knight,
Inc.
(a)
11,565,774
128,709
BlackLine,
Inc.
(a)
10,671,263
145,035
Brooks
Automation,
Inc.
6,416,348
7,269
Coupa
Software,
Inc.
(a)
2,013,804
86,928
Envestnet,
Inc.
(a)
6,392,685
23,039
Okta,
Inc.
(a)
4,613,099
259,963
PROS
Holdings,
Inc.
(a)
11,550,156
58,560
Qualys,
Inc.
(a)
6,091,411
16,495
Twilio,
Inc.
(a)
3,619,333
11,661
Tyler
Technologies,
Inc.
(a)
4,044,968
87,121,524
Materials
-
8.2%
80,977
Ecolab,
Inc.
16,110,374
119,437
Vulcan
Materials
Co.
13,836,777
29,947,151
Shares
Security
Description
Value
Real
Estate
-
7.4%
303,229
CBRE
Group,
Inc.,
Class A
(a)
$
13,712,016
45,796
SBA
Communications
Corp.
REIT
13,643,544
27,355,560
Total
Common
Stock
(Cost
$283,627,060)
349,450,509
Investments,
at
value
-
95.4%
(Cost
$283,627,060)
$
349,450,509
Other
Assets
&
Liabilities,
Net
-
4.6%
16,858,490
Net
Assets
-
100.0%
$
366,308,999
PLC
Public
Limited
Company
REIT
Real
Estate
Investment
Trust
(a)
Non-income
producing
security.
Valuation
Inputs
Investments
in
Securities
Level
1
-
Quoted
Prices
$
349,450,509
Level
2
-
Other
Significant
Observable
Inputs
–
Level
3
-
Significant
Unobservable
Inputs
–
Total
$
349,450,509
PORTFOLIO
HOLDINGS
(Unaudited)
%
of
Total
Net
Assets
Communication
Services
3.5%
Consumer
Discretionary
3.9%
Financials
8.2%
Health
Care
17.0%
Industrials
23.4%
Information
Technology
23.8%
Materials
8.2%
Real
Estate
7.4%
Other
Assets
&
Liabilities,
Net
4.6%
100.0%
33
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
STATEMENT
OF
ASSETS
AND
LIABILITIES
JUNE
30,
2020
ASSETS
Investments,
at
value
(Cost
$283,627,060)
$
349,450,509
Cash
16,565,689
Receivables:
Fund
shares
sold
4,352,875
Investment
securities
sold
7,869,506
Dividends
and
interest
43,223
Prepaid
expenses
27,953
Total
Assets
378,309,755
LIABILITIES
Payables:
Investment
securities
purchased
10,838,180
Fund
shares
redeemed
493,567
Accrued
Liabilities:
Investment
adviser
fees
606,353
Fund
services
fees
17,560
Other
expenses
45,096
Total
Liabilities
12,000,756
NET
ASSETS
$
366,308,999
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
302,741,028
Distributable
earnings
63,567,971
NET
ASSETS
$
366,308,999
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
Investor
Shares
8,271,751
Institutional
Shares
4,140,493
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE*
Investor
Shares
(based
on
net
assets
of
$243,854,943)
$
29.48
Institutional
Shares
(based
on
net
assets
of
$122,454,056)
$
29.57
*
Shares
redeemed
or
exchanged
within
60
days
of
purchase
are
charged
a
2.00%
redemption
fee.
34
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
STATEMENT
OF
OPERATIONS
YEAR
ENDED
JUNE
30,
2020
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$13,256)
$
1,444,546
Interest
income
39,749
Total
Investment
Income
1,484,295
EXPENSES
Investment
adviser
fees
1,598,147
Fund
services
fees
204,086
Transfer
agent
fees:
Investor
Shares
18,661
Institutional
Shares
3,558
Custodian
fees
21,842
Registration
fees:
Investor
Shares
47,517
Institutional
Shares
23,330
Professional
fees
44,827
Trustees'
fees
and
expenses
7,990
Investment
adviser
expense
reimbursements
recouped
91,399
Other
expenses
47,963
Total
Expenses
2,109,320
Fees
waived
(113,158)
Net
Expenses
1,996,162
NET
INVESTMENT
LOSS
(511,867)
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
loss
on
investments
(1,410,477)
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
37,859,409
NET
REALIZED
AND
UNREALIZED
GAIN
36,448,932
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
35,937,065
35
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
For
the
Years
Ended
June
30,
2020
2019
OPERATIONS
Net
investment
loss
$
(511,867)
$
(254,438)
Net
realized
gain
(loss)
(1,410,477)
2,193,690
Net
change
in
unrealized
appreciation
(depreciation)
37,859,409
12,265,389
Increase
in
Net
Assets
Resulting
from
Operations
35,937,065
14,204,641
DISTRIBUTIONS
TO
SHAREHOLDERS
Investor
Shares
(1,153,544)
(927,806)
Institutional
Shares
(574,862)
(870,857)
Total
Distributions
Paid
(1,728,406)
(1,798,663)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares:
Investor
Shares
240,219,813
36,718,218
Institutional
Shares
69,788,171
9,283,854
Reinvestment
of
distributions:
Investor
Shares
1,144,051
917,844
Institutional
Shares
574,748
870,526
Redemption
of
shares:
Investor
Shares
(77,766,195)
(5,315,919)
Institutional
Shares
(3,511,370)
(577,514)
Redemption
fees:
Investor
Shares
191,179
19,147
Institutional
Shares
2,860
837
Increase
in
Net
Assets
from
Capital
Share
Transactions
230,643,257
41,916,993
Increase
in
Net
Assets
264,851,916
54,322,971
NET
ASSETS
Beginning
of
Year
101,457,083
47,134,112
End
of
Year
$
366,308,999
$
101,457,083
SHARE
TRANSACTIONS
Sale
of
shares:
Investor
Shares
8,989,790
1,553,490
Institutional
Shares
2,585,116
427,037
Reinvestment
of
distributions:
Investor
Shares
42,420
45,371
Institutional
Shares
21,263
42,989
Redemption
of
shares:
Investor
Shares
(3,020,289)
(239,339)
Institutional
Shares
(131,178)
(26,315)
Increase
in
Shares
8,487,122
1,803,233
36
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
FINANCIAL
HIGHLIGHTS
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year
.
/
For
the
Years
Ended
June
30,
2020
2019
2018
2017
2016
INVESTOR
SHARES
NET
ASSET
VALUE,
Beginning
of
Year
$
25.83
$
22.21
$
18.08
$
15.37
$
16.27
INVESTMENT
OPERATIONS
Net
investment
loss
(a)
(0.08)
(0.11)
(0.11)
(0.09)
(0.11)
Net
realized
and
unrealized
gain
(loss)
3.93
4.41
4.30
2.81
(0.31)
Total
from
Investment
Operations
3.85
4.30
4.19
2.72
(0.42)
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
(0.24)
(0.69)
(0.06)
(0.01��)
(0.48)
Total
Distributions
to
Shareholders
(0.24)
(0.69)
(0.06)
(0.01)
(0.48)
REDEMPTION
FEES(a)
0.04
0.01
0.00(b)
–
–
NET
ASSET
VALUE,
End
of
Year
$
29.48
$
25.83
$
22.21
$
18.08
$
15.37
TOTAL
RETURN
15.14%
20.27%
23.21%
17.74%
(2.49)%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
243,855
$
58,367
$
19,993
$
35,652
$
23,963
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.28)%
(0.46)%
(0.52)%
(0.55)%
(0.71)%
Net
expenses
0.98%
0.98%
1.01%
1.10%
1.10%
Gross
expenses
(c)
1.01%(d)
1.13%
1.40%
1.68%
1.82%
PORTFOLIO
TURNOVER
RATE
31%
29%
32%
31%
29%
footertext
(a)
Calculated
based
on
average
shares
outstanding
during
each
year.
(b)
Less
than
$0.01
per
share.
(c)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
(d)
Ratio
includes
recoupment,
which
amounted
to
0.06%.
37
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
FINANCIAL
HIGHLIGHTS
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
period
.
For
the
Years
Ended
June
30,
November
29,
2017
(a)
Through
June
30,
2018
2020
2019
INSTITUTIONAL
SHARES
NET
ASSET
VALUE,
Beginning
of
Period
$
25.88
$
22.22
$
20.56
INVESTMENT
OPERATIONS
Net
investment
loss
(b)
(0.04)
(0.08)
(0.05)
Net
realized
and
unrealized
gain
3.97
4.43
1.77
Total
from
Investment
Operations
3.93
4.35
1.72
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
(0.24)
(0.69)
(0.06)
Total
Distributions
to
Shareholders
(0.24)
(0.69)
(0.06)
REDEMPTION
FEES(b)
0.00(c)
0.00(c)
0.00(c)
NET
ASSET
VALUE,
End
of
Period
$
29.57
$
25.88
$
22.22
TOTAL
RETURN
15.26%
20.45%
8.40%(d)
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
122,454
$
43,090
$
27,141
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.15)%
(0.33)%
(0.36)%(e)
Net
expenses
0.85%
0.85%
0.85%(e)
Gross
expenses
(f)
0.94%
1.11%
1.27%(e)
PORTFOLIO
TURNOVER
RATE
31%
29%
32%(d)
footertext
(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.
38
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2020
Dear
Fellow
Shareholders:
Performance
For
the
fiscal
year
ended
June
30,
2020,
the
DF
Dent
Small
Cap
Growth
Fund
(the
“Fund”)
experienced
a
total
return
of
+9.08%
for
Investor
Shares
and
+9.12%
for
Institutional
Shares.
These
returns
are
net
of
fees
and
represent
outperformance
of
5.60%
and
5.64%
respectively
relative
to
the
total
return
of
3.48%
for
the
Russell
2000
Growth
Index
(the
“Index”),
which
is
the
benchmark
we
use
for
performance
comparisons.
Expense
Ratio
The
gross
operating
expense
ratio
for
the
Fund
is
2.30%
for
Investor
Shares
and
2.18%
for
Institutional
Shares.
Per
the
Fund’s
prospectus,
your
Fund’s
investment
Adviser
has
contractually
agreed
to
reimburse
expenses
and/or
waive
a
portion
of
its
fees
so
as
to
maintain
your
expense
ratio
at
a
net
1.05%
for
Investor
Shares
and
0.95%
for
Institutional
Shares
through
October
31,
2020.
Concentration
The
Fund’s
concentration
in
its
top
10
holdings
is
as
follows:
We
believe
that
the
concentration
in
the
Fund’s
top
10
positions
is
appropriate
at
its
current
level
and
has
the
potential
to
enhance
long-term
performance.
Management
Ownership
of
Fund
Employees,
their
families,
and
the
Adviser’s
retirement
plan
owned
approximately
39%
of
the
Fund
as
of
June
30,
2020.
Portfolio
Commentary
When
we
last
wrote
to
you
in
July
of
2019,
none
of
us
could
have
anticipated
or
foreseen
the
events
of
the
past
several
months.
While
markets
ended
2019
on
a
high
note,
and
continued
to
rally
into
the
start
of
2020,
the
emergence
of
COVID-19
and
its
devastating
effect
on
humankind
have
led
to
incredible
market
volatility,
global
economic
distress,
and
a
human
tragedy
unlike
any
most
of
us
have
experienced
before.
We
have
all
been
challenged
over
the
last
few
months.
At
D.F.
Dent,
we
have
continued
to
focus
on
delivering
results
for
our
clients
even
in
the
face
of
adversity.
We
are
pleased
that
the
Fund
has
out-performed
the
Index
by
over
500
basis
points
in
the
past
12
months.
Throughout
the
firm’s
history,
and
the
history
of
the
Fund
we
have
invested
across
various
business
cycles,
through
many
Top
10
Holdings
06/30/20
%
of
the
Fund
35.00%
Average
Position
Size
of
Top
10
3.500%
39
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2020
types
of
markets,
and
amidst
a
variety
of
exogenous
events.
Through
those
periods,
our
investment
philosophy
and
our
core
values
have
remained
the
same.
It
is
in
times
of
market
turmoil
when
we
lean
on
what
got
us
here:
our
people,
our
philosophy
and
our
process.
We
invest
in
companies
with
three
core
investment
characteristics:
best-in-class*,
niche-focused
businesses;
advantaged
business
models;
and
talented
and
ethical
management
teams.
When
markets
are
volatile,
management
team
quality
can
be
a
significant
differentiator.
We
have
found
that
at
moments
like
this,
high-quality
growth
companies
with
talented
management
teams
often
extend
their
lead
relative
to
competition
and
emerge
stronger
than
before.
Just
as
your
portfolio
companies
call
upon
their
experience
and
expertise
in
times
of
crisis,
we
as
an
investment
firm
call
upon
our
past
learnings
to
make
changes
to
your
portfolios
we
think
will
maximize
future
returns.
We
believe
it
is
our
job
to
take
advantage
of
the
opportunities
presented
to
us
and
position
your
portfolios
to
thrive
in
the
future.
When
COVID-19
appeared,
the
first
thing
we
did
was
to
evaluate
how
the
pandemic
would
impact
the
companies
in
the
portfolio.
Specifically,
for
each
company,
we
asked
ourselves
the
following
questions:
Is
anything
permanently
impaired?
Are
a
company’s
sales
lost
or
deferred?
How
does
our
thesis
change
when
the
business
is
stress-tested
for
this
never-before-seen
situation?
What
happens
when
we
stress
test
the
balance
sheet?
We
focus
on
owning
strong,
high-quality
companies
that
will
attract
investor
capital
and
offer
high
returns
to
our
clients.
When
markets
retrenched,
we
sought
to
be
opportunistic
and
to
take
advantage
of
irregularities
and
dislocations
we
saw,
making
some
portfolio
changes
based
on
the
criteria
above.
Our
incremental
actions
have
fallen
into
two
buckets.
First,
we
have
trimmed
positions
in
companies
that
have
held
up
well
and
where,
in
our
estimation,
future
returns
have
diminished.
Proceeds
were
redeployed
into
what
we
viewed
as
great
companies
where
we
believed
the
expected
return
going
forward
had
increased.
Second,
we
have
bought
positions
in
extraordinary
companies
with
strong
long-term
appreciation
potential
where
we
wanted
to
establish
initial
positions,
knowing
that
it
would
be
difficult
to
time
entry
points
perfectly.
The
market
pullback
offered
what
we
saw
as
compelling
initial
entry
points.
Our
strategy
has
been
to
take
incremental
actions
rather
than
to
make
huge
bets
one
way
or
the
other.
Given
the
high
degree
of
uncertainty,
we
think
it
is
a
difficult
task
to
know
exactly
when
to
make
big
bets
and
when
to
unwind
them.
We
prefer
to
continue
our
time-tested
approach
of
having
a
balanced
portfolio
of
quality
long-term
holdings.
We
will
continue
to
stay
on
top
of
the
situation
and
adjust
our
positions
accordingly.
The
following
companies
are
three
of
the
best
contributors
to
the
Fund’s
performance
over
the
past
year.
We
thought
highlighting
them
would
give
you
a
sense
of
not
only
why
we
have
invested
in
them
on
your
behalf,
but
also
why
they
have
outperformed
recently.
40
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2020
Tyler
Technologies,
Inc.
(TYL)
is
a
leading
provider
of
software
systems
to
state
and
local
governments.
TYL
had
a
very
strong
second
half
of
2019,
reporting
record
quarterly
bookings
in
3Q.
At
the
same
time,
TYL
signed
the
two
largest
software-as-a-service
(SaaS)
contracts
in
its
history
and
reiterated
its
prior
guidance
calling
for
a
meaningful
organic
revenue
growth
acceleration
in
the
second
half
of
2019.
The
company
continued
to
perform
well
in
2020,
despite
the
challenges
brought
on
by
COVID-19.
We
trimmed
the
stock
on
strength
over
the
course
of
the
year;
however,
we
continue
to
believe
TYL’s
excellent
management,
high
recurring
revenue,
and
strong
business
model
-
selling
mission-critical
software
to
highly
risk-averse
clients
-
makes
it
an
attractive
long-term
growth
story.
SiteOne
Landscape
Supply,
Inc.
(SITE),
the
leading
national
distributor
of
landscaping
products,
had
a
strong
end
to
2019
after
reporting
solid
3Q
earnings
that
combined
strong
organic
growth,
margin
expansion,
debt
reduction
and
a
very
active
acquisition
pipeline.
However,
the
company
came
under
significant
pressure
during
the
COVID-19
market
sell-off
in
March
amidst
fears
over
how
the
pandemic
would
affect
its
various
end
markets.
We
used
the
stock
weakness
to
add
to
the
position,
as
we
believe
the
company
has
a
dominant
market
position
and
is
a
compounder
that
will
outperform
the
market
over
the
long-term.
The
stock
has
returned
more
than
80%
off
of
its
early-April
lows.
BlackLine
,
Inc.
(BL)
is
a
leading
provider
of
cloud-based
financial
and
accounting
automation
software
solutions.
It
is
an
innovator
in
financial
book
closing
software
as
well
as
several
other
products
with
tremendous
market
potential.
The
stock
has
been
especially
strong
since
the
market
bottomed
in
March.
The
company
reported
strong
quarterly
results
that,
despite
negative
impacts
from
COVID-19,
still
beat
guidance
set
prior
to
the
pandemic.
More
importantly,
the
strong
results
revealed
accelerating
revenue
growth,
which
is
an
indication
that
BL’s
work
over
the
past
two
years
to
optimize
its
business
organization
and
revamp
its
marketing
strategies
is
now
paying
off.
Attribution
Analysis
In
the
fiscal
year
ending
June
30,
2020,
your
Fund’s
outperformance
can
be
attributed
to
both
stock
selection
and
sector
allocation.
Your
Fund
was
over-weighted
versus
the
Index
in
the
Consumer
Staples,
Communication
Services,
Industrials,
and
Information
Technology
sectors.
In
Industrials
and
Information
Technology,
both
the
over-weighting
and
stock
selection
contributed
to
performance.
In
Communication
Services,
the
over-weighting
detracted
from
performance
and
stock
selection
contributed
to
performance.
In
Consumer
Staples,
over-weighting
contributed
to
performance
but
stock
selection
detracted
from
performance.
Your
Fund
was
under-weighted
versus
the
Index
in
the
Consumer
Discretionary,
Financials,
and
Health
Care
sectors.
In
Consumer
Discretionary,
the
under-weighting
contributed
to
performance
but
stock
selection
detracted
from
performance.
In
Financials,
both
the
under-weighting
and
stock
selection
contributed
to
performance.
In
Health
Care,
both
the
under-weighting
and
stock
selection
detracted
from
performance
Your
Fund
did
not
hold
any
positions
in
the
Energy,
Materials,
Real
Estate
and
Utilities
sectors
which
contributed
to
its
performance
compared
to
the
Index.
41
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2020
Sector
Weights
The
following
bar
chart
presents
the
sector
weighting
of
your
Fund
versus
the
sector
weightings
of
the
Index
as
of
June
30,
2020
(note
this
may
differ
slightly
with
the
commentary
above,
which
relates
to
average
weightings
as
opposed
to
year-end
weightings):
Source:
FactSet
Best
and
Worst
Performers
Five
Best
Contributors
Investments
Fund
Net
Realized
and
Unrealized
Appreciation
and
Income
in
Fiscal
Year
2020
Fund
Per
Share
As
of
06/30/20
Tyler
Technologies,
Inc.
$
376,428
$
0.30
SiteOne
Landscape
Supply,
Inc.
355,343
0.28
BlackLine,
Inc.
325,955
0.26
Teladoc
Health,
Inc.
300,934
0.24
Trex
Co.,
Inc.
273,645
0.22
$
1,632,305
$
1.30
42
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2020
FIVE
LARGEST
EQUITY
HOLDINGS
JUNE
30,
2020
As
always,
we
appreciate
the
confidence
you
have
placed
in
D.F.
Dent
and
Company
and
are
conscious
of
the
responsibility
that
you
have
entrusted
to
us.
We
will
continue
to
work
diligently
on
your
behalf.
Respectively
Submitted,
*
The
determination
of
“best-in-class”
is
solely
the
opinion
of
the
Fund’s
Adviser,
and
such
opinion
is
subject
to
change.
Those
companies
that
hold
leading
market
share
positions,
strong
growth
potential,
historically
good
profitability,
and
management
teams
known
for
integrity
and
good
corporate
governance
are
generally
considered
to
be
“best
in
class.”
Five
Worst
Contributors
Investments
Fund
Net
Realized
and
Unrealized
Loss
and
Income
in
Fiscal
Year
2020
Fund
Per
Share
As
of
06/30/20
OneSpaWorld
Holdings,
Ltd.
$
(376,102
)
$
(0.30
)
Monro,
Inc.
(198,451
)
(0.16
)
The
Middleby
Corp.
(194,586
)
(0.16
)
Evo
Payments,
Inc.,
Class
A
(179,529
)
(0.14
)
Vapotherm,
Inc.
(178,124
)
(0.14
)
$
(1,126,792
)
$
(0.90
)
Quantity
Security
Total
Cost
Market
Value
Percent
of
Net
Assets
of
the
Fund
3,909
Bio-Techne
Corp.
$
546,683
$
1,032,250
4.48%
7,901
SiteOne
Landscape
Supply,
Inc.
457,992
900,477
3.91
12,130
Envestnet,
Inc.
623,887
892,040
3.88
10,642
Blackline,
Inc.
347,689
882,328
3.83
7,129
Guidewire
Software,
Inc.
548,511
790,250
3.43
$
2,524,762
$
4,497,345
19.53%
Matthew
F.
Dent
Gary
Wu
43
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2020
IMPORTANT
INFORMATION:
Investing
involves
risks,
including
the
possible
loss
of
principal.
The
Fund
invests
in
small-
and
medium-size
companies,
which
carry
greater
risk
than
is
customarily
associated
with
larger,
more
established
companies.
With
non-diversification
risk,
the
Fund
will
typically
invest
in
securities
of
fewer
issuers,
which
exposes
the
Fund
to
greater
market
risk.
Investing
in
American
Depositary
Receipts
(ADRs)
carries
risks
of
political
and
financial
instability,
less
liquidity
and
greater
volatility,
as
well
as
risks
associated
with
the
lack
of
reliable
accounting
and
financial
information.
The
Fund
is
also
subject
to
other
risks,
such
as
the
risk
associated
with
Real
Estate
Investment
Trusts
(REITs)
like
possible
real
estate
market
declines,
which
are
detailed
in
the
Fund’s
prospectus.
The
Russell
2000
Growth
Index
measures
the
performance
of
the
small-cap
growth
segment
of
the
U.S.
equity
universe.
One
cannot
invest
directly
in
an
index.
The
views
in
this
report
contained
herein
were
those
of
the
Fund’s
Adviser
as
of
June
30,
2020,
and
may
not
reflect
the
Adviser’s
views
on
the
date
this
report
is
first
published
or
anytime
thereafter.
This
report
may
contain
discussions
about
certain
investments
both
held
and
not
held
in
the
portfolio
as
of
the
report
date.
All
current
and
future
holdings
are
subject
to
risk
and
are
subject
to
change.
While
these
views
are
intended
to
assist
shareholders
in
understanding
their
investment
in
the
Fund,
they
do
not
constitute
investment
or
tax
advice,
are
not
a
guarantee
of
future
performance
and
are
not
intended
as
an
offer
or
solicitation
with
respect
to
the
purchase
or
sale
of
any
security.
44
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
JUNE
30,
2020
The
following
chart
reflects
the
change
in
the
value
of
a
hypothetical
$10,000
investment,
including
reinvested
dividends
and
distributions,
in
the
DF
Dent
Small
Cap
Growth
Fund
(the
“Fund”)
compared
with
the
performance
of
the
benchmark,
the
Russell
2000
Growth
Index
(“Russell
2000
Growth”),
since
inception.
The
Russell
2000
Growth,
the
Fund‘s
primary
performance
benchmark,
measures
the
performance
of
those
Russell
2000
Growth
companies
with
higher
price-to-value
ratios
and
higher
forecasted
growth
values.
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
DF
Dent
Small
Cap
Growth
Fund
vs.
Russell
2000
Growth
Index
Performance
data
quoted
represents
past
performance
and
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
As
stated
in
the
Fund’s
prospectus,
the
annual
operating
expense
ratios
(gross)
for
Investor
Shares
and
Institutional
Shares
are
2.30%
and
2.18%,
respectively.
However,
the
Fund’s
Adviser 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,
and
extraordinary
expenses)
to
1.05%
and
0.95%
of
Investor
Shares
and
Institutional
Shares,
respectively,
through
October
31,
2020
(the
“Expense
Cap”).
The
Expense
Cap
may
be
raised
or
eliminated
only
with
the
consent
of
the
Board
of
Trustees.
The
Adviser
may
be
reimbursed
by
the
Fund
for
fees
waived
and
expenses
reimbursed
by
the
Adviser
pursuant
to
the
Expense
Cap
if
such
payment
is
made
within
three
years
of
the
fee
waiver
or
expense
reimbursement
and
does
not
cause
the
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
to
exceed
the
lesser
of
(i)
the
then-current
Expense
Cap
and
(ii)
the
Expense
Cap
in
place
at
Average
Annual
Total
Returns
Periods
Ended
June
30,
2020
One
Year
Five
Year
Since
Inception
(11/01/13)
(1)
DF
Dent
Small
Cap
Growth
Fund
-
Investor
Shares
9.08%
10.61%
11.30%
DF
Dent
Small
Cap
Growth
Fund
-
Institutional
Shares
(2)
9.12%
10.65%
11.34%
Russell
2000
Growth
Index
3.48%
6.86%
8.38%
(1)
Investor
Shares
commenced
operations
on
November
1,
2013
and
Institutional
Shares
commenced
operations
on
November
20,
2017.
(2)
Performance
for
the
five
year
and
since
inception
periods
are
a
blended
average
annual
return,
which
include
the
returns
of
the
Investor
Shares
prior
to
the
commencement
of
the
Institutional
Shares.
45
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
JUNE
30,
2020
the
time
the
fees/expenses
were
waived/reimbursed.
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
will
increase
if
exclusions
from
the
Expense
Cap
apply.
During
the
period,
certain
fees
were
waived
and/or
expenses
reimbursed;
otherwise,
returns
would
have
been
lower.
Shares
redeemed
within
60
days
of
purchase
will
be
charged
a
2.00%
redemption
fee.
The
performance
table
and
graph
do
not
reflect
the
deduction
of
taxes
that
a
shareholder
would
pay
on
Fund
distributions
or
the
redemption
of
Fund
shares.
Returns
greater
than
one
year
are
annualized.
For
the
most
recent
month-end
performance,
please
call
(866)
233-3368.
46
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
JUNE
30,
2020
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
June
30,
2020.
The
inputs
or
methodology
used
for
valuing
securities
are
not
necessarily
an
indication
of
the
risks
associated
with
investing
in
those
securities.
For
more
information
on
valuation
inputs,
and
their
aggregation
into
the
levels
used
in
the
table
below,
please
refer
to
the
Security
Valuation
section
in
Note
2
of
the
accompanying
Notes
to
Financial
Statements.
The
Level
1
value
displayed
in
this
table
is
Common
Stock.
Refer
to
this
Schedule
of
Investments
for
a
further
breakout
of
each
security
by
industry.
Shares
Security
Description
Value
Common
Stock
-
99.0%
Communication
Services
-
5.3%
425
Cable
One,
Inc.
$
754,311
5,837
Cogent
Communications
Holdings,
Inc.
451,550
1,205,861
Consumer
Discretionary
-
10.2%
5,857
Bright
Horizons
Family
Solutions,
Inc.
(a)
686,441
10,840
Floor
&
Decor
Holdings,
Inc.,
Class A
(a)
624,926
9,662
Monro,
Inc.
530,830
2,572
Wayfair,
Inc.,
Class A
(a)
508,253
2,350,450
Consumer
Staples
-
2.0%
4,181
Calavo
Growers,
Inc.
263,027
1,038
WD-40
Co.
205,835
468,862
Financials
-
5.6%
10,694
Hamilton
Lane,
Inc.,
Class A
720,455
13,018
Trupanion,
Inc.
(a)
555,738
1,276,193
Health
Care
-
16.7%
629
Atrion
Corp.
400,679
3,909
Bio-Techne
Corp.
1,032,250
4,593
Cantel
Medical
Corp.
203,148
5,840
HealthEquity,
Inc.
(a)
342,633
7,176
LeMaitre
Vascular,
Inc.
189,447
2,715
Mesa
Laboratories,
Inc.
588,612
10,515
OrthoPediatrics
Corp.
(a)
460,136
2,824
Repligen
Corp.
(a)
349,075
1,486
Teladoc
Health,
Inc.
(a)
283,588
3,849,568
Industrials
-
22.0%
18,098
Douglas
Dynamics,
Inc.
635,602
6,177
Exponent,
Inc.
499,905
8,894
HEICO
Corp.,
Class A
722,549
6,541
Helios
Technologies,
Inc.
243,652
16,491
IAA,
Inc.
(a)
636,058
1,327
IDEX
Corp.
209,719
4,786
John
Bean
Technologies
Corp.
411,692
7,901
SiteOne
Landscape
Supply,
Inc.
(a)
900,477
1,625
The
Middleby
Corp.
(a)
128,277
5,204
Trex
Co.,
Inc.
(a)
676,884
5,064,815
Information
Technology
-
37.2%
3,587
Alarm.com
Holdings,
Inc.
(a)
232,474
7,981
Black
Knight,
Inc.
(a)
579,101
10,642
BlackLine,
Inc.
(a)
882,328
Shares
Security
Description
Value
Information
Technology
-
37.2%
(continued)
12,993
Brooks
Automation,
Inc.
$
574,810
1,323
Coupa
Software,
Inc.
(a)
366,524
12,130
Envestnet,
Inc.
(a)
892,040
11,328
EVERTEC,
Inc.
318,317
26,425
Evo
Payments,
Inc.,
Class A
(a)
603,283
7,129
Guidewire
Software,
Inc.
(a)
790,250
1,367
Littelfuse,
Inc.
233,251
5,979
Novanta,
Inc.
(a)
638,378
1,149
Okta,
Inc.
(a)
230,064
14,214
PROS
Holdings,
Inc.
(a)
631,528
4,589
Qualys,
Inc.
(a)
477,348
10,277
The
Descartes
Systems
Group,
Inc.
(a)
543,653
1,661
Tyler
Technologies,
Inc.
(a)
576,168
8,569,517
Total
Common
Stock
(Cost
$15,971,251)
22,785,266
Investments,
at
value
-
99.0%
(Cost
$15,971,251)
$
22,785,266
Other
Assets
&
Liabilities,
Net
-
1.0%
235,127
Net
Assets
-
100.0%
$
23,020,393
(a)
Non-income
producing
security.
Valuation
Inputs
Investments
in
Securities
Level
1
-
Quoted
Prices
$
22,785,266
Level
2
-
Other
Significant
Observable
Inputs
–
Level
3
-
Significant
Unobservable
Inputs
–
Total
$
22,785,266
47
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
JUNE
30,
2020
PORTFOLIO
HOLDINGS
(Unaudited)
%
of
Total
Net
Assets
Communication
Services
5.3%
Consumer
Discretionary
10.2%
Consumer
Staples
2.0%
Financials
5.6%
Health
Care
16.7%
Industrials
22.0%
Information
Technology
37.2%
Other
Assets
&
Liabilities,
Net
1.0%
100.0%
48
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
STATEMENT
OF
ASSETS
AND
LIABILITIES
JUNE
30,
2020
ASSETS
Investments,
at
value
(Cost
$15,971,251)
$
22,785,266
Cash
268,979
Receivables:
Fund
shares
sold
500
Dividends
and
interest
4,243
Prepaid
expenses
12,138
Total
Assets
23,071,126
LIABILITIES
Accrued
Liabilities:
Investment
adviser
fees
23,538
Fund
services
fees
2,621
Other
expenses
24,574
Total
Liabilities
50,733
NET
ASSETS
$
23,020,393
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
15,824,601
Distributable
earnings
7,195,792
NET
ASSETS
$
23,020,393
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
Investor
Shares
456,626
Institutional
Shares
793,842
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE*
Investor
Shares
(based
on
net
assets
of
$8,393,948)
$
18.38
Institutional
Shares
(based
on
net
assets
of
$14,626,445)
$
18.42
*
Shares
redeemed
or
exchanged
within
60
days
of
purchase
are
charged
a
2.00%
redemption
fee.
49
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
STATEMENT
OF
OPERATIONS
YEAR
ENDED
JUNE
30,
2020
INVESTMENT
INCOME
Dividend
income
$
103,474
Interest
income
4,093
Total
Investment
Income
107,567
EXPENSES
Investment
adviser
fees
167,689
Fund
services
fees
76,779
Transfer
agent
fees:
Investor
Shares
2,101
Institutional
Shares
2,984
Custodian
fees
5,000
Registration
fees:
Investor
Shares
6,478
Institutional
Shares
20,516
Professional
fees
26,589
Trustees'
fees
and
expenses
3,564
Other
expenses
23,621
Total
Expenses
335,321
Fees
waived
and
expenses
reimbursed
(140,780)
Net
Expenses
194,541
NET
INVESTMENT
LOSS
(86,974)
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
on
investments
948,538
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
1,096,063
NET
REALIZED
AND
UNREALIZED
GAIN
2,044,601
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
1,957,627
50
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
For
the
Years
Ended
June
30,
2020
2019
OPERATIONS
Net
investment
loss
$
(86,974)
$
(52,382)
Net
realized
gain
948,538
332,552
Net
change
in
unrealized
appreciation
(depreciation)
1,096,063
2,804,020
Increase
in
Net
Assets
Resulting
from
Operations
1,957,627
3,084,190
DISTRIBUTIONS
TO
SHAREHOLDERS
Investor
Shares
(104,664)
(361,754)
Institutional
Shares
(186,213)
(344,997)
Total
Distributions
Paid
(290,877)
(706,751)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares:
Investor
Shares
1,051,688
204,142
Institutional
Shares
1,178,492
5,350,000
Reinvestment
of
distributions:
Investor
Shares
99,844
355,477
Institutional
Shares
87,550
344,997
Redemption
of
shares:
Investor
Shares
(91,133)
(58,399)
Institutional
Shares
(63,544)
(568,816)
Redemption
fees:
Investor
Shares
358
–
Institutional
Shares
1,271
–
Increase
in
Net
Assets
from
Capital
Share
Transactions
2,264,526
5,627,401
Increase
in
Net
Assets
3,931,276
8,004,840
NET
ASSETS
Beginning
of
Year
19,089,117
11,084,277
End
of
Year
$
23,020,393
$
19,089,117
SHARE
TRANSACTIONS
Sale
of
shares:
Investor
Shares
61,528
13,144
Institutional
Shares
72,463
405,915
Reinvestment
of
distributions:
Investor
Shares
5,748
26,588
Institutional
Shares
5,032
25,785
Redemption
of
shares:
Investor
Shares
(5,706)
(3,837)
Institutional
Shares
(3,615)
(46,662)
Increase
in
Shares
135,450
420,933
51
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
FINANCIAL
HIGHLIGHTS
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year
.
For
the
Years
Ended
June
30,
2020
2019
2018
2017
2016
INVESTOR
SHARES
NET
ASSET
VALUE,
Beginning
of
Year
$
17.10
$
15.97
$
13.29
$
11.49
$
12.22
INVESTMENT
OPERATIONS
Net
investment
loss
(a)
(0.09)
(0.07)
(0.06)
(0.06)
(0.01)
Net
realized
and
unrealized
gain
(loss)
1.63
2.19
2.74
1.86
(0.61)
Total
from
Investment
Operations
1.54
2.12
2.68
1.80
(0.62)
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
(0.26)
(0.99)
–
–
(0.11)
Total
Distributions
to
Shareholders
(0.26)
(0.99)
–
–
(0.11)
REDEMPTION
FEES(a)
0.00(b)
–
–
0.00(b)
–
NET
ASSET
VALUE,
End
of
Year
$
18.38
$
17.10
$
15.97
$
13.29
$
11.49
TOTAL
RETURN
9.08%
15.01%
20.17%
15.67%
(5.06)%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
8,394
$
6,757
$
5,734
$
8,182
$
7,533
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.50)%
(0.43)%
(0.43)%
(0.46)%
(0.10)%
Net
expenses
1.05%
1.05%
1.10%
1.25%
1.25%
Gross
expenses
(c)
1.66%
2.30%
3.12%
3.25%
3.60%
PORTFOLIO
TURNOVER
RATE
38%
44%
40%
45%
39%
footertext
(a)
Calculated
based
on
average
shares
outstanding
during
each
year.
(b)
Less
than
$0.01
per
share.
(c)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
52
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
FINANCIAL
HIGHLIGHTS
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
period
.
For
the
Years
Ended
June
30,
November
20,
2017
(a)
Through
June
30,
2018
2020
2019
INSTITUTIONAL
SHARES
NET
ASSET
VALUE,
Beginning
of
Period
$
17.13
$
15.97
$
14.04
INVESTMENT
OPERATIONS
Net
investment
loss
(b)
(0.07)
(0.05)
(0.02)
Net
realized
and
unrealized
gain
1.62
2.20
1.95
Total
from
Investment
Operations
1.55
2.15
1.93
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
(0.26)
(0.99)
–
Total
Distributions
to
Shareholders
(0.26)
(0.99)
–
REDEMPTION
FEES(b)
0.00(c)
–
–
NET
ASSET
VALUE,
End
of
Period
$
18.42
$
17.13
$
15.97
TOTAL
RETURN
9.12%
15.20%
13.75%(d)
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
14,626
$
12,332
$
5,350
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.40)%
(0.32)%
(0.24)%(e)
Net
expenses
0.95%
0.95%
0.95%(e)
Gross
expenses
(f)
1.72%
2.18%
2.91%(e)
PORTFOLIO
TURNOVER
RATE
38%
44%
40%(d)
footertext
(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.
53
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2020
Organization
DF
Dent
Premier
Growth
Fund,
DF
Dent
Midcap
Growth
Fund,
and
DF
Dent
Small
Cap
Growth
Fund
(individually,
a
“Fund”
and
collectively,
the
“Funds”)
are
diversified
portfolios
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,
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.
DF
Dent
Premier
Growth
Fund
commenced
operations
on
July
16,
2001.
DF
Dent
Midcap
Growth
Fund’s
Investor
Shares
and
Institutional
Shares
commenced
operations
on
July
1,
2011
and
November
29,
2017,
respectively.
DF
Dent
Small
Cap
Growth
Fund’s
Investor
Shares
and
Institutional
Shares
commenced
operations
on
November
1,
2013
and
November
20,
2017,
respectively.
The
Funds
seek
long-term
capital
appreciation.
Summary
of
Significant
Accounting
Policies
The
Funds
are
investment
companies
and
follow
accounting
and
reporting
guidance
under
Financial
Accounting
Standards
Board
(“FASB”)
Accounting
Standards
Codification
(“ASC”)
Topic
946,
“Financial
Services
–
Investment
Companies.”
These
financial
statements
are
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(“GAAP”),
which
require
management
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities,
the
disclosure
of
contingent
liabilities
at
the
date
of
the
financial
statements,
and
the
reported
amounts
of
increases
and
decreases
in
net
assets
from
operations
during
the
fiscal
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.
Each
Fund
values
its
investments
at
fair
value
pursuant
to
procedures
adopted
by
the
Trust's
Board
of
Trustees
(the
“Board”)
if
(1)
market
quotations
are
not
readily
available
or
(2)
the
Adviser,
as
defined
in
Note
4,
believes
that
the
values
available
are
unreliable.
The
Trust’s
Valuation
Committee,
as
defined
in
each
Fund’s
registration
statement,
performs
certain
functions
as
they
relate
to
the
administration
and
oversight
of
each
Fund’s
valuation
procedures.
Under
these
procedures,
the
Valuation
Committee
convenes
on
a
regular
and
ad
hoc
basis
to
review
such
investments
and
considers
a
number
of
factors,
including
valuation
methodologies
and
significant
unobservable
inputs,
when
arriving
at
fair
value.
The
Valuation
Committee
may
work
with
the
Adviser
to
provide
valuation
inputs.
In
determining
fair
valuations,
inputs
may
include
market-based
analytics
that
may
consider
related
or
comparable
assets
or
liabilities,
recent
transactions,
market
multiples,
book
values
and
other
relevant
investment
information.
Adviser
inputs
may
include
an
income-based
approach
in
which
the
anticipated
future
cash
flows
of
the
investment
are
discounted
in
determining
fair
value.
Discounts
may
also
be
applied
based
on
the
nature
or
duration
of
any
restrictions
on
the
54
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2020
disposition
of
the
investments.
The
Valuation
Committee
performs
regular
reviews
of
valuation
methodologies,
key
inputs
and
assumptions,
disposition
analysis
and
market
activity.
Fair
valuation
is
based
on
subjective
factors
and,
as
a
result,
the
fair
value
price
of
an
investment
may
differ
from
the
security’s
market
price
and
may
not
be
the
price
at
which
the
asset
may
be
sold.
Fair
valuation
could
result
in
a
different
NAV
than
a
NAV
determined
by
using
market
quotes.
GAAP
has
a
three-tier
fair
value
hierarchy.
The
basis
of
the
tiers
is
dependent
upon
the
various
“inputs”
used
to
determine
the
value
of
each
Fund’s
investments.
These
inputs
are
summarized
in
the
three
broad
levels
listed
below:
Level
1
-
Quoted
prices
in
active
markets
for
identical
assets
and
liabilities.
Level
2
-
Prices
determined
using
significant
other
observable
inputs
(including
quoted
prices
for
similar
securities,
interest
rates,
prepayment
speeds,
credit
risk,
etc.).
Short-term
securities
with
maturities
of
sixty
days
or
less
are
valued
at
amortized
cost,
which
approximates
market
value,
and
are
categorized
as
Level
2
in
the
hierarchy.
Municipal
securities,
long-term
U.S.
government
obligations
and
corporate
debt
securities
are
valued
in
accordance
with
the
evaluated
price
supplied
by
a
pricing
service
and
generally
categorized
as
Level
2
in
the
hierarchy.
Other
securities
that
are
categorized
as
Level
2
in
the
hierarchy
include,
but
are
not
limited
to,
warrants
that
do
not
trade
on
an
exchange,
securities
valued
at
the
mean
between
the
last
reported
bid
and
ask
quotation
and
international
equity
securities
valued
by
an
independent
third
party
with
adjustments
for
changes
in
value
between
the
time
of
the
securities’
respective
local
market
closes
and
the
close
of
the
U.S.
market.
Level
3
-
Significant
unobservable
inputs
(including
each
Fund’s
own
assumptions
in
determining
the
fair
value
of
investments).
The
aggregate
value
by
input
level,
as
of
June
30,
2020,
for
each
Fund’s
investments
is
included
at
the
end
of
each
Fund’s
Schedule
of
Investments.
Security
Transactions,
Investment
Income
and
Realized
Gain
and
Loss
–
Investment
transactions
are
accounted
for
on
the
trade
date.
Dividend
income
is
recorded
on
the
ex-dividend
date.
Foreign
dividend
income
is
recorded
on
the
ex-dividend
date
or
as
soon
as
possible
after
determining
the
existence
of
a
dividend
declaration
after
exercising
reasonable
due
diligence.
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
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
–
Each
Fund
declares
any
dividends
from
net
investment
income
and
pays
them
annually.
Any
net
capital
gains
realized
by
the
Funds
are
distributed
at
least
annually.
Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
Distributions
are
based
on
amounts
calculated
in
accordance
with
applicable
federal
income
tax
regulations,
which
may
differ
from
GAAP.
These
differences
are
due
primarily
to
55
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2020
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
their
taxable
income
to
shareholders.
In
addition,
by
distributing
in
each
calendar
year
substantially
all
of
their
net
investment
income
and
capital
gains,
if
any,
the
Funds
will
not
be
subject
to
a
federal
excise
tax.
Therefore,
no
federal
income
or
excise
tax
provision
is
required.
Each
Fund
files
a
U.S.
federal
income
and
excise
tax
return
as
required.
Each
Fund’s
federal
income
tax
returns
are
subject
to
examination
by
the
Internal
Revenue
Service
for
a
period
of
three
fiscal
years
after
they
are
filed.
As
of
June
30,
2020,
there
are
no
uncertain
tax
positions
that
would
require
financial
statement
recognition,
de-recognition
or
disclosure.
Income
and
Expense
Allocation
–
The
Trust
accounts
separately
for
the
assets,
liabilities
and
operations
of
each
of
its
investment
portfolios.
Expenses
that
are
directly
attributable
to
more
than
one
investment
portfolio
are
allocated
among
the
respective
investment
portfolios
in
an
equitable
manner.
The
DF
Dent
Midcap
Growth
Fund's
and
DF
Dent
Small
Cap
Growth
Fund's
class-specific
expenses
are
charged
to
the
operations
of
that
class
of
shares.
Income
and
expenses
(other
than
expenses
attributable
to
a
specific
class)
and
realized
and
unrealized
gains
or
losses
on
investments
are
allocated
to
each
class
of
shares
based
on
the
class’
respective
net
assets
to
the
total
net
assets
of
each
Fund.
Redemption
Fees
–
A
shareholder
who
redeems
shares
of
DF
Dent
Midcap
Growth
Fund
and
DF
Dent
Small
Cap
Growth
Fund
within
60
days
of
purchase
may
incur
a
redemption
fee
of
2.00%
of
the
current
net
asset
value
of
shares
redeemed,
subject
to
certain
limitations.
The
fee
is
charged
for
the
benefit
of
the
remaining
shareholders
and
will
be
paid
to
each
Fund
to
help
offset
transaction
costs.
The
fee
is
accounted
for
as
an
addition
to
paid-in
capital.
Each
Fund
reserves
the
right
to
modify
the
terms
of
or
terminate
the
fee
at
any
time.
There
are
limited
exceptions
to
the
imposition
of
the
redemption
fee.
Redemption
fees
incurred
for
each
Fund,
if
any,
are
reflected
on
the
Statements
of
Changes
in
Net
Assets.
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.
Cash
–
Concentration
in
Uninsured
Account
For
cash
management
purposes,
each
Fund
may
concentrate
cash
with
each
Fund’s
custodian.
This
typically
results
in
cash
balances
exceeding
the
Federal
Deposit
Insurance
Corporation
(“FDIC”)
insurance
limits.
As
of
June
30,
2020,
DF
Dent
Premier
Growth
Fund,
DF
Dent
Midcap
Growth
Fund,
and
DF
Dent
Small
Cap
Growth
56
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2020
Fund
had
$63,507,
$16,315,689,
and
$18,979,
respectively,
at
MUFG
Union
Bank,
N.A.
that
exceeded
the
FDIC
insurance
limit.
Fees
and
Expenses
Investment
Adviser
–
D.F.
Dent
and
Company,
Inc.
(the
“Adviser”)
is
the
investment
adviser
to
the
Funds.
Pursuant
to
an
investment
advisory
agreement,
the
Adviser
receives
an
advisory
fee,
payable
monthly,
at
an
annual
rate
of
0.99%,
0.75%,
and
0.85%
of
the
average
daily
net
assets
of
DF
Dent
Premier
Growth
Fund,
DF
Dent
Midcap
Growth
Fund
and
DF
Dent
Small
Cap
Growth
Fund,
respectively.
Prior
to
November
1,
2019,
the
Adviser
received
an
advisory
fee
from
the
DF
Dent
Premier
Growth
Fund
at
an
annual
rate
of
1.00%.
Distribution
–
Foreside
Fund
Services,
LLC
serves
as
each
Fund’s
distributor
(the
“Distributor”).
The
Funds
do
not
have
a
distribution
(12b-1)
plan;
accordingly,
the
Distributor
does
not
receive
compensation
from
the
Funds
for
its
distribution
services.
The
Adviser
compensates
the
Distributor
directly
for
its
services.
The
Distributor
is
not
affiliated
with
the
Adviser
or
Atlantic
Fund
Administration,
LLC,
a
wholly
owned
subsidiary
of
Apex
US
Holdings,
LLC
(d/b/a
Apex
Fund
Services)
(“Apex”)
or
their
affiliates.
Other
Service
Providers
–
Apex
provides
fund
accounting,
fund
administration,
compliance
and
transfer
agency
services
to
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’s
annual
retainer
is
$31,000
($41,000
for
the
Chairman),
and
the
Audit
Committee
Chairman
receives
an
additional
$2,000
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
or
her
duties
as
a
Trustee,
including
travel
and
related
expenses
incurred
in
attending
Board
meetings.
The
amount
of
Trustees’
fees
attributable
to
each
Fund
is
disclosed
in
the
Statements
of
Operations.
Certain
officers
of
the
Trust
are
also
officers
or
employees
of
the
above
named
service
providers,
and
during
their
terms
of
office
received
no
compensation
from
each
Fund.
Expense
Reimbursement
and
Fees
Waived
The
Adviser
has
contractually
agreed
to
waive
a
portion
of
its
fee
and/or
reimburse
expenses
for
DF
Dent
Premier
Growth
Fund,
to
limit
total
annual
operating
expenses
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
and
extraordinary
expenses)
to
0.99%,
through
October
31,
2020.
Additionally,
the
Adviser
has
contractually
agreed
to
waive
a
portion
of
its
fee
and/or
reimburse
expenses
to
limit
total
annual
operating
expenses
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
and
extraordinary
expenses)
of
Investor
Shares
and
Institutional
Shares
to
0.98%
and
0.85%,
respectively,
through
October
31,
2020,
for
DF
Dent
Midcap
Growth
Fund.
The
Adviser
has
also
contractually
agreed
to
waive
a
portion
of
its
fee
and/or
reimburse
expenses
to
limit
total
annual
operating
expenses
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
57
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2020
and
extraordinary
expenses)
of
Investor
Shares
and
Institutional
Shares
to
1.05%
and
0.95%,
respectively,
through
October
31,
2020,
for
DF
Dent
Small
Cap
Growth
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
June
30,
2020
,
fees
waived
and
expenses
reimbursed
were
as
follows:
*
Prior
to
November
1,
2019,
the
Adviser
had
contractually
agreed
to
waive
a
portion
of
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,
and
extraordinary
expenses)
to
1.10%
on
the
first
$150
million
in
Fund
net
assets
and
to
0.90%
on
net
assets
exceeding
$150
million.
The
Adviser
may
be
reimbursed
by
each
Fund
for
fees
waived
and
expenses
reimbursed
by
the
Adviser
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
June
30,
2020
,
$582,261
and
$320,530
are
subject
to
recoupment
by
the
Adviser
for
the
DF
Dent
Premier
Growth
Fund
and
DF
Dent
Small
Cap
Growth
Fund,
respectively.
For
the
DF
Dent
Midcap
Growth
Fund,
fees
recaptured
by
the
Adviser
for
the
year
ended
June
30,
2020
are
disclosed
in
the
Statement
of
Operations.
The
amount
remaining
that
is
subject
to
recapture
by
the
Advisor
as
of
June
30,
2020
is
$96,122.
Other
Waivers
are
not
eligible
for
recoupment.
Security
Transactions
The
cost
of
purchases
and
proceeds
from
sales
of
investment
securities
(including
maturities),
other
than
short-
term
investments
during
the
year
ended
June
30,
2020
,
were
as
follows:
Investment
Adviser
Fees
Waived
Investment
Adviser
Expenses
Reimbursed
Other
Waivers
Total
Fees
Waived
and
Expenses
Reimbursed
DF
Dent
Premier
Growth
Fund*
$
313,721
$
–
$
75,866
$
389,587
DF
Dent
Midcap
Growth
Fund
38,959
–
74,199
113,158
DF
Dent
Small
Cap
Growth
Fund
72,820
38,026
29,934
140,780
Purchases
Sales
DF
Dent
Premier
Growth
Fund
$
151,420,810
$
58,379,280
DF
Dent
Midcap
Growth
Fund
281,190,967
64,297,854
DF
Dent
Small
Cap
Growth
Fund
9,804,384
7,261,429
58
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2020
Federal
Income
Tax
As
of
June
30,
2020
,
cost
for
federal
income
tax
purposes
and
net
unrealized
appreciation
consists
of:
Distributions
paid
during
the
fiscal
years
ended
as
noted
were
characterized
for
tax
purposes
as
follows:
Equalization
debits
included
in
the
distributions
were
as
follows:
The
DF
Dent
Premier
Growth
Fund
used
equalization
accounting
for
tax
purposes,
whereby
a
portion
of
its
redemption
payments
are
treated
as
distributions
of
income
or
gain
for
tax
purposes.
As
of
June
30,
2020
,
distributable
earnings
(accumulated
loss)
on
a
tax
basis
were
as
follows:
Tax
Cost
of
Investments
Gross
Unrealized
Appreciation
Gross
Unrealized
Depreciation
Net
Unrealized
Appreciation
DF
Dent
Premier
Growth
Fund
$
203,072,674
$
144,814,595
$
(3,708,095)
$
141,106,500
DF
Dent
Midcap
Growth
Fund
287,790,678
70,547,730
(8,887,899)
61,659,831
DF
Dent
Small
Cap
Growth
Fund
16,064,250
7,435,690
(714,674)
6,721,016
Ordinary
Income
Long-Term
Capital
Gain
Total
DF
Dent
Premier
Growth
Fund
2020
$
–
$
17,177,860
$
17,177,860
2019
–
13,329,798
13,329,798
DF
Dent
Midcap
Growth
Fund
2020
–
1,728,406
1,728,406
2019
207,485
1,591,178
1,798,663
DF
Dent
Small
Cap
Growth
Fund
2020
253,651
37,226
290,877
2019
325,323
381,428
706,751
Long-Term
Capital
Gain
Total
DF
Dent
Premier
Growth
Fund
2020
$
416,238
$
416,238
2019
238,771
238,771
DF
Dent
Midcap
Growth
Fund
2020
–
–
2019
–
–
DF
Dent
Small
Cap
Growth
Fund
2020
–
–
2019
–
–
Undistributed
Ordinary
Income
Undistributed
Long-Term
Gain
Capital
and
Other
Losses
Unrealized
Appreciation
Total
DF
Dent
Premier
Growth
Fund
$
–
$
4,731,749
$
(762,346)
$
141,106,500
$
145,075,903
DF
Dent
Midcap
Growth
Fund
1,228,899
679,241
–
61,659,831
63,567,971
DF
Dent
Small
Cap
Growth
Fund
–
799,152
(324,376)
6,721,016
7,195,792
59
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2020
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
and
equity
return
of
capital.
For
tax
purposes,
the
current
year
late-year
ordinary
loss
was
$762,346
and
$47,619
for
the
DF
Dent
Premier
Growth
Fund
and
DF
Dent
Small
Cap
Growth
Fund,
respectively,
(realized
during
the
period
January
1,
2020
through
June
30,
2020
).
The
current
year
post-October
capital
loss
was
$276,757
for
the
DF
Dent
Small
Cap
Growth
Fund
(realized
during
the
period
November
1,
2019
through
June
30,
2020
).
These
losses
will
be
recognized
for
tax
purposes
on
the
first
business
day
of
each
Fund’s
next
fiscal
year,
July
1,
2020
.
On
the
Statements
of
Assets
and
Liabilities,
as
a
result
of
permanent
book
to
tax
differences,
certain
amounts
have
been
reclassified
for
the
year
ended
June
30,
2020
.
The
following
reclassifications
were
the
result
of
net
operating
loss
and
equalization
and
have
no
impact
on
the
net
assets
of
each
Fund.
Subsequent
Events
Management
is
currently
evaluating
the
recent
introduction
of
the
COVID-19
virus
and
its
impact
on
the
financial
services
industry
and
has
concluded
that
while
it
is
reasonably
possible
that
the
virus
could
have
a
negative
effect
on
the
fair
value
of
each
Funds'
investments
and
results
of
operations,
the
specific
impact
is
not
readily
determinable
as
of
the
date
of
these
financial
statements.
The
financial
statements
do
not
include
any
adjustments
that
might
result
from
the
outcome
of
this
uncertainty.
Distributable
Earnings
Paid-in-Capital
DF
Dent
Premier
Growth
Fund
$
33,811
$
(33,811)
60
DF
DENT
GROWTH
FUNDS
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
To
the
Board
of
Trustees
of
Forum
Funds
and
the
Shareholders
of
DF
Dent
Premier
Growth
Fund,
DF
Dent
Midcap
Growth
Fund
and
DF
Dent
Small
Cap
Growth
Fund
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
statements
of
assets
and
liabilities
of
DF
Dent
Premier
Growth
Fund,
DF
Dent
Midcap
Growth
Fund,
and
DF
Dent
Small
Cap
Growth
Fund,
each
a
series
of
shares
of
beneficial
interest
in
Forum
Funds
(the
“Funds”),
including
the
schedules
of
investments,
as
of
June
30,
2020,
and
the
related
statements
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,
the
financial
highlights
as
noted
in
the
table
below,
and
the
related
notes
(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
June
30,
2020,
and
the
results
of
their
operations
for
the
year
then
ended,
the
changes
in
their
net
assets
for
each
of
the
years
in
the
two-year
period
then
ended
and
their
financial
highlights
for
each
of
the
periods
noted
in
the
table
below,
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America.
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
law
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.
The
Funds
are
not
required
to
have,
nor
were
we
engaged
to
perform,
an
audit
of
their
internal
control
over
financial
reporting.
As
part
of
our
audits
we
are
required
to
obtain
an
understanding
of
internal
control
over
financial
reporting
but
not
for
the
purpose
of
expressing
an
Financial
Highlights
DF
Dent
Premier
Growth
Fund
For
each
of
the
years
in
the
five-year
period
ended
June
30,
2020
DF
Dent
Midcap
Growth
Fund
–
Investor
Shares
For
each
of
the
years
in
the
five-year
period
ended
June
30,
2020
DF
Dent
Midcap
Growth
Fund
–
Institutional
Shares
For
the
period
November
29,
2017
(commencement
of
operations)
to
June
30,
2018
and
for
each
of
the
years
in
the
two-year
period
ended
June
30,
2020
DF
Dent
Small
Cap
Growth
Fund
–
Investor
Shares
For
each
of
the
years
in
the
five-year
period
ended
June
30,
2020
DF
Dent
Small
Cap
Growth
Fund
–
Institutional
Shares
For
the
period
November
20,
2017
(commencement
of
operations)
to
June
30,
2018
and
for
each
of
the
years
in
the
two-year
period
ended
June
30,
2020
61
DF
DENT
GROWTH
FUNDS
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
opinion
on
the
effectiveness
of
the
Funds’
internal
control
over
financial
reporting.
Accordingly,
we
express
no
such
opinion.
Our
audits
included
performing
procedures
to
assess
the
risk
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
June
30,
2020
by
correspondence
with
the
custodian,
brokers,
or
by
other
appropriate
auditing
procedures
where
replies
from
brokers
were
not
received.
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.
BBD,
LLP
We
have
served
as
the
auditor
of
one
or
more
of
the
Funds
in
the
Forum
Funds
since
2009.
Philadelphia,
Pennsylvania
August
26,
2020
62
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2020
Investment
Advisory
Agreement
Approval
At
the
June
23,
2020
Board
meeting,
the
Board,
including
all
of
the
Independent
Trustees,
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
its
deliberations,
the
Board
requested
written
responses
from
the
Adviser
to
a
due
diligence
questionnaire
circulated
on
the
Board's
behalf
concerning
the
services
provided
by
the
Adviser.
The
Board
also
discussed
the
materials
with
Fund
counsel
and,
as
necessary,
with
the
Trust's
administrator,
Apex
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
Funds
by
the
Adviser,
including
information
on
the
investment
performance
of
the
Funds;
(2)
the
costs
of
the
services
provided
and
profitability
to
the
Adviser
with
respect
to
its
relationship
with
each
Fund;
(3)
information
concerning
the
advisory
fee
and
total
expense
ratio
of
each
Fund,
including
a
comparison
to
the
fees
and
expenses
of
a
relevant
peer
group
of
funds;
(4)
the
extent
to
which
economies
of
scale
may
be
realized
as
each
Fund
grows
and
whether
the
advisory
fee
enables
investors
to
share
in
the
benefits
of
economies
of
scale;
and
(5)
other
benefits
received
by
the
Adviser
from
its
relationship
with
the
Funds.
The
Board
recognized
that
the
evaluation
process
with
respect
to
the
Adviser
was
an
ongoing
one
and,
in
this
regard,
the
Board
considered
information
provided
by
the
Adviser
at
regularly
scheduled
meetings
during
the
past
year.
Nature,
Extent
and
Quality
of
Services
Based
on
written
materials
received,
a
presentation
from
senior
representatives
of
the
Adviser
and
a
discussion
with
the
Adviser
about
the
Adviser’s
personnel,
operations
and
financial
condition,
the
Board
considered
the
quality
of
services
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
the
Adviser
and
the
capability
and
integrity
of
the
Adviser’s
senior
management
and
staff.
The
Board
considered
also
the
adequacy
of
the
Adviser’s
resources.
The
Board
noted
the
Adviser’s
representation
that
the
firm
is
in
stable
financial
condition,
that
the
firm
is
able
to
meet
its
expense
reimbursement
obligations
to
the
Funds,
and
that
the
firm
has
the
operational
capability
and
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,
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,
the
Board
reviewed
the
performance
of
each
Fund
compared
to
its
respective
benchmark
and
to
a
peer
group
of
funds.
63
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2020
The
Board
observed
that
the
DF
Dent
Premier
Growth
Fund
outperformed
its
primary
benchmark
index,
the
S&P
500
Index,
for
the
one-,
three-,
five-,
and
10-year
periods
ended
March
31,
2020,
and
for
the
period
since
the
DF
Dent
Premier
Growth
Fund’s
inception
on
July
16,
2001.
The
Board
also
considered
the
DF
Dent
Premier
Growth
Fund’s
performance
relative
to
an
independent
peer
group
of
funds
identified
by
Broadridge
Financial
Solutions,
Inc.
(“Broadridge”)
as
having
characteristics
similar
to
those
of
the
DF
Dent
Premier
Growth
Fund.
The
Board
observed
that,
based
on
information
provided
by
Broadridge,
the
DF
Dent
Premier
Growth
Fund
outperformed
the
median
of
its
Broadridge
peer
group
for
the
one-,
three-,
and
five-year
periods
ended
March
31,
2020.
The
Board
observed
that
the
DF
Dent
Midcap
Growth
Fund
outperformed
its
primary
benchmark
index,
the
Russell
Midcap
Growth
Index,
for
the
one-,
three-,
and
five-year
periods
ended
March
31,
2020,
and
for
the
period
since
the
DF
Dent
Midcap
Growth
Fund’s
inception
on
July
1,
2011.
The
Board
observed
that
the
DF
Dent
Midcap
Growth
Fund
also
outperformed
the
median
of
its
Broadridge
peer
group
for
the
one-,
three-,
and
five-year
periods
ended
March
31,
2020.
The
Board
observed
that
the
DF
Dent
Small
Cap
Growth
Fund
outperformed
its
primary
benchmark
index,
the
Russell
2000
Growth
Index,
for
the
one-,
three-,
and
five-year
periods
ended
March
31,
2020,
and
for
the
period
since
the
DF
Dent
Small
Cap
Growth
Fund’s
inception
on
November
1,
2013.
The
Board
observed
that
the
DF
Dent
Small
Cap
Growth
Fund
also
outperformed
the
median
of
its
Broadridge
peer
group
over
the
one-,
three-,
and
five-year
periods
ended
March
31,
2020.
In
light
of
the
foregoing
and
other
relevant
factors,
the
Board
concluded
that
the
performance
of
each
Fund
was
reasonable
and
that
each
Fund
could
benefit
from
the
Adviser’s
continued
management.
Compensation
The
Board
evaluated
the
Adviser’s
compensation
for
providing
advisory
services
to
each
of
the
Funds
and
analyzed
comparative
information
on
actual
advisory
fee
rates
and
actual
total
expenses
of
the
Funds’
respective
Broadridge
peer
groups.
The
Board
noted
that
the
actual
advisory
fee
rate
for
the
DF
Dent
Premier
Growth
Fund
was
higher
than
the
median
of
its
Broadridge
peer
group
but
the
total
expense
ratio
for
the
DF
Dent
Premier
Growth
Fund
was
less
than
the
median
of
its
Broadridge
peers.
The
Board
noted
that
each
of
the
Adviser’s
actual
advisory
fee
rate
and
the
Funds’
total
expense
ratios
for
each
of
the
DF
Dent
Midcap
Growth
Fund
and
DF
Dent
Small
Cap
Growth
Fund
were
lower
than
the
median
of
their
respective
Broadridge
peer
groups.
Based
on
the
foregoing
and
other
relevant
factors,
the
Board
concluded
that
the
Adviser’s
current
advisory
fee
rates
charged
to
each
of
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
operating
expenses
and
other
resources
devoted
to
the
Funds,
as
well
as
the
information
provided
by
the
Adviser
regarding
costs
and
overall
profitability.
64
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2020
The
Board
noted
that
the
Adviser
had
in
place
a
contractual
expense
waiver
to
ensure
the
expense
ratios
for
the
Funds
remained
at
reasonable
levels
and
that
the
Adviser
had
recently
lowered
the
expense
cap
for
the
DF
Dent
Premier
Growth
Fund,
effective
November
1,
2019.
The
Board
also
noted
that
the
Adviser
had
committed
to
extending
the
expense
cap
arrangements
for
all
of
the
Funds
through
at
least
the
duration
of
the
current
Advisory
Agreement
renewal
period.
The
Board
further
noted
the
Adviser’s
representation
that
the
Funds
were
less
profitable
to
the
Adviser
than
the
Adviser’s
overall
investment
management
business
because,
although
the
Funds
represented
a
relatively
small
percentage
of
the
Adviser’s
total
assets
under
management,
the
Funds
represented
a
relatively
high
percentage
of
the
Adviser’s
overall
administrative,
reporting,
and
compliance
expenses.
Based
on
these
and
other
applicable
considerations,
the
Board
concluded
that
the
Adviser’s
profits
attributable
to
management
of
the
Funds
were
reasonable.
Economies
of
Scale
The
Board
evaluated
whether
the
Funds
would
benefit
from
any
economies
of
scale.
In
this
respect,
the
Board
considered
each
Fund’s
fee
structure,
asset
size,
and
net
expense
ratio,
giving
effect
to
the
Fund’s
expense
cap.
The
Board
also
considered
the
Adviser’s
representation
that
the
DF
Dent
Small
Cap
Growth
and
DF
Dent
Midcap
Growth
Funds
were
not
currently
operating
at
asset
levels
that
produced
economies
of
scale
and
observed
that
the
Adviser
had
recently
lowered
the
expense
cap
for
the
DF
Dent
Premier
Growth
Fund,
resulting
in
a
lower
expense
ratio
for
the
DF
Dent
Premier
Growth
Fund
and
its
shareholders.
The
Trustees
concluded
that,
although
there
were
no
advisory
fee
breakpoints,
the
asset
level
of
each
Fund
was
either
not
consistent
with
the
existence
of
economies
of
scale,
or
that
any
existing
economies
of
scale
were
reflected
in
the
expense
cap
structure
of
the
Fund
for
the
benefit
of
Fund
shareholders.
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,
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,
and
its
consideration
of
information
received
throughout
the
year
from
the
Adviser,
the
Board
determined,
in
the
exercise
of
its
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.
65
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2020
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
(866)
233-3368
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
(866)
233-3368
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
two
types
of
costs:
(1)
transaction
costs,
including
redemption
fees,
and
(2)
ongoing
costs,
including
management
fees
and
other
Fund
expenses.
This
example
is
intended
to
help
you
understand
your
ongoing
costs
(in
dollars)
of
investing
in
the
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
January
1,
2020
through
June
30,
2020.
Actual
Expenses
–
The
first
line
of
the
table
below
provides
information
about
actual
account
values
and
actual
expenses.
You
may
use
the
information
in
this
line,
together
with
the
amount
you
invested,
to
estimate
the
expenses
that
you
paid
over
the
period.
Simply
divide
your
account
value
by
$1,000
(for
example,
an
$8,600
account
value
divided
by
$1,000
=
8.6),
then
multiply
the
result
by
the
number
in
the
first
line
under
the
heading
entitled
“Expenses
Paid
During
Period”
to
estimate
the
expenses
you
paid
on
your
account
during
the
period.
Hypothetical
Example
for
Comparison
Purposes
–
The
second
line
of
the
table
below
provides
information
about
hypothetical
account
values
and
hypothetical
expenses
based
on
each
Fund’s
actual
expense
ratio
and
an
assumed
rate
of
return
of
5%
per
year
before
expenses,
which
is
not
each
Fund’s
actual
return.
The
hypothetical
account
values
and
expenses
may
not
be
used
to
estimate
the
actual
ending
account
balance
or
expenses
you
paid
for
the
period.
You
may
use
this
information
to
compare
the
ongoing
costs
of
investing
in
each
Fund
and
other
funds.
To
do
so,
compare
this
5%
hypothetical
example
with
the
5%
hypothetical
examples
that
appear
in
the
shareholder
reports
of
other
funds.
Please
note
that
the
expenses
shown
in
the
table
are
meant
to
highlight
your
ongoing
costs
only
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.
66
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2020
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.
The
DF
Dent
Small
Cap
Growth
Fund
designates
44.23
%
of
its
income
dividend
distributed
as
qualifying
for
the
corporate
dividends-received
deduction
(DRD),
44.99
%
for
the
qualified
dividend
rate
(QDI)
and
100.00
%
as
short-term
capital
gain
dividends
exempt
from
U.S.
tax
for
foreign
shareholders
(QSD)
as
defined
in
Section
1(h)(11)
of
the
Code.
Pursuant
to
Section
852(b)(3)
of
the
Internal
Revenue
Code,
DF
Dent
Premier
Growth
Fund,
DF
Dent
Midcap
Growth
Fund,
and
DF
Dent
Small
Cap
Growth
Fund
designated
$17,177,860,
$1,728,406
and
$37,226,
as
long-term
capital
gain
dividends,
respectively.
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
Beginning
Account
Value
January
1,
2020
Ending
Account
Value
June
30,
2020
Expenses
Paid
During
Period*
Annualized
Expense
Ratio*
DF
Dent
Premier
Growth
Fund
Actual
$
1,000.00
$
1,076.06
$
5.11
0.99%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,019.94
$
4.97
0.99%
DF
Dent
Midcap
Growth
Fund
Investor
Shares
Actual
$
1,000.00
$
1,079.47
$
5.07
0.98%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,019.99
$
4.92
0.98%
Institutional
Shares
Actual
$
1,000.00
$
1,079.99
$
4.40
0.85%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.64
$
4.27
0.85%
DF
Dent
Small
Cap
Growth
Fund
Investor
Shares
Actual
$
1,000.00
$
1,041.94
$
5.33
1.05%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,019.64
$
5.27
1.05%
Institutional
Shares
Actual
$
1,000.00
$
1,041.85
$
4.82
0.95%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.14
$
4.77
0.95%
*
Expenses
are
equal
to
the
Fund’s
annualized
expense
ratio
multiplied
by
the
average
account
value
over
the
period,
multiplied
by
the
number
of
days
in
the
most
recent
fiscal
half-year
(182)
divided
by
366
to
reflect
the
half-year
period.
67
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2020
04101.
Each
Fund’s
Statement
of
Additional
Information
includes
additional
information
about
the
Trustees
and
is
available,
without
charge
and
upon
request,
by
calling
(866)
233-3368.
(1)
Jessica
Chase
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
President
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
Independent
Trustees
David
Tucker
Born:
1958
Trustee;
Chairman
of
the
Board
Since
2011
and
Chairman
since
2018
Director,
Blue
Sky
Experience
(a
charitable
endeavor)
since
2008;
Senior
Vice
President
&
General
Counsel,
American
Century
Companies
(an
investment
management
firm)
1998-2008.
3
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Mark
D.
Moyer
Born:
1959
Trustee;
Chairman
of
the
Audit
Committee
Since
2018
Chief
Financial
Officer,
Freedom
House
(a
NGO
advocating
political
freedom
and
democracy)
since
2017;
independent
consultant
providing
interim
CFO
services,
principally
to
non-profit
organizations,
2011-2017.
3
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Jennifer
Brown-
Strabley
Born:
1964
Trustee
Since
2018
Principal,
Portland
Global
Advisors
(a
registered
investment
adviser),
1996-
2010.
3
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Interested
Trustees
(1)
Jessica
Chase
Born:
1970
Trustee
Since
2018
Director,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
3
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
68
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2020
Name
and
Year
of
Birth
Position
with
the
Trust
Length
of
Time
Served
Principal
Occupation(s)
During
Past
5
Years
Officers
Jessica
Chase
Born:
1970
President;
Principal
Executive
Officer
Since
2015
Director,
Apex
Fund
Services
since
2019.
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Karen
Shaw
Born:
1972
Treasurer;
Principal
Financial
Officer
Since
2008
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Zachary
Tackett
Born:
1988
Vice
President;
Secretary
and
Anti-Money
Laundering
Compliance
Officer
Since
2014
Senior
Counsel,
Apex
Fund
Services
since
2019;
Counsel,
Atlantic
Fund
Services
2014-2019.
Michael
J.
McKeen
Born:
1971
Vice
President
Since
2009
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Timothy
Bowden
Born:
1969
Vice
President
Since
2009
Manager,
Apex
Fund
Services
since
2019;
Manager,
Atlantic
Fund
Services
2008-2019.
Geoffrey
Ney
Born:
1975
Vice
President
Since
2013
Manager,
Apex
Fund
Services
since
2019;
Manager,
Atlantic
Fund
Services
2013-2019.
Todd
Proulx
Born:
1978
Vice
President
Since
2013
Manager,
Apex
Fund
Services
since
2019;
Manager,
Atlantic
Fund
Services
2013-2019.
Carlyn
Edgar
Born:
1963
Vice
President
Since
2008
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019;
Chief
Compliance
Officer,
2008-2016.
Dennis
Mason
Born:
1967
Chief
Compliance
Officer
Since
2016
Fund
Compliance
Officer,
Apex
Fund
Services
since
2019;
Fund
Compliance
Officer,
Atlantic
Fund
Services
2013-2019.
DF
Dent
Premier
Growth
Fund
–
DFDPX
DF
Dent
Midcap
Growth
Fund
Investor
Shares
–
DFDMX
DF
Dent
Midcap
Growth
Fund
Institutional
Shares
–
DFMGX
DF
Dent
Small
Cap
Growth
Fund
Investor
Shares
–
DFDSX
DF
Dent
Small
Cap
Growth
Fund
Institutional
Shares
–
DFSGX
INVESTMENT
ADVISER
D.F.
Dent
and
Company,
Inc.
400
E.
Pratt
Street,
7th
Floor
Baltimore,
MD
21202
www.dfdent.com
TRANSFER
AGENT
Apex
Fund
Services
P.O.
Box
588
Portland,
ME
04112
(866)
2DF-DENT
www.theapexgroup.com
DISTRIBUTOR
Foreside
Fund
Services,
LLC
Three
Canal
Plaza,
Suite
100
Portland,
ME
04101
www.foreside.com
221-ANR-0620
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.
ITEM 2. CODE OF ETHICS.
(a) As of the end of the period covered by this report, Forum Funds (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 $53,600 in 2019 and $53,600 in 2020.
(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 2019 and $0 in 2020.
(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 $12,000 in 2019 and $12,000 in 2020. 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 2019 and $0 in 2020.
(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 2019 and $0 in 2020. 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.
TEM 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 second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
ITEM 13. EXHIBITS.
(a)(1) Code of Ethics.
(a)(3) Not applicable.
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
By | /s/ Jessica Chase | |
Jessica Chase, Principal Executive Officer | ||
Date | August 24, 2020 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By | /s/ Jessica Chase | |
Jessica Chase, Principal Executive Officer | ||
Date | August 24, 2020 |
By | /s/ Karen Shaw | |
Karen Shaw, Principal Financial Officer | ||
Date | August 24, 2020 |