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

As filed with the Securities and Exchange Commission on February 26, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number 811-03023

FORUM FUNDS

Three Canal Plaza, Suite 600

Portland, Maine 04101

Jessica A. Chase, Principal Executive Officer

Three Canal Plaza, Suite 600

Portland, Maine 04101

207-347-2000

Date of fiscal year end: June 30

Date of reporting period: July 1, 2020 – December 31, 2020

ITEM 1. REPORT TO STOCKHOLDERS.

AUXIER

FOCUS

FUND

Semi-Annual

Report

December

31,

2020

(Unaudited)

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

December

31,

2020

1

Market

Commentary

Global

equity

markets

continued

a

powerful

rally

in

the

fourth

quarter.

In

the

US,

the

S&P

500

returned

12.15%.

The

swift

recovery

is

surprising,

following

the

worst

economic

decline

in

a

first

quarter

since

the

Great

Depression.

Remarkable

advances

have

been

made

with

vaccines

to

address

the

COVID-19

pandemic;

two

were

recently

approved

by

the

Food

and

Drug

Administration

(FDA).

Normally

it

takes

several

years

to

develop

an

effective

vaccine.

The

pace

of

innovation

has

been

astounding.

In

addition,

the

global

fiscal

and

monetary

response

has

been

the

most

aggressive

in

history—nearly

triple

that

of

prior

downturns.

US

money

supply

has

been

growing

over

25%

annually,

the

highest

in

over

150

years.

According

to

the

International

Monetary

Fund

(IMF),

governments

and

central

banks

globally

have

provided

over

$19

trillion

in

stim

ulus

in

2020.

They

forecast

5.5%

global

gross

domestic

product

(GDP)

growth.

Bank

of

America

predicts

6%

US

GDP

growth

in

2021.

Despite

these

forecasts,

over

$15

trillion

in

bonds

are

still

priced

to

yield

negative

returns.

Inflation

adjusted

fixed

income

markets

are

very

unattractive.

The

purchasing

power

risk

combined

with

the

potential

price

declines

in

a

rising

rate

environment

makes

the

risk/reward

in

bonds

poor.

The

US

dollar

tends

to

depreciate

3%

to

4%

a

year

on

average.

In

the

last

quarter

we

have

seen

an

outperformance

in

many

of

the

beaten

down

value,

cyclical

and

small

cap

areas

of

the

market.

A

stronger

economy

should

lead

to

better

pricing,

higher

inflation

and

higher

interest

rates.

The

banks

were

decimated

by

low

interest

rates

and

high

loan

loss

reserves

resulting

from

the

pandemic

in

the

first

half

of

the

year,

but

came

back

to

life

in

the

fourth

quarter.

With

low

inventories

and

strong

demand,

prices

and

margins

are

improving

across

many

industries.

We

are

seeing

strong

fundamentals

in

insurance,

natural

resources,

used

cars,

semitrucks,

lumber,

farm

commodities,

etc.

Wage

gains

look

likely

into

2021

as

fast-food

employees

have

been

striking

and

there

have

been

serious

efforts

by

workers

to

unionize

at

Amazon.

There

is

a

strong

push

to

raise

the

federal

minimum

wage.

Transportation

costs

have

been

increasing

as

the

Baltic

Dry

Index

is

up

128%

over

last

year.

Since

early

December,

the

index

increased

by

nearly

60%.

In

Europe,

40-foot

container

shipping

rates

rose

from

$2,150

in

November

to

$16,500

in

January.

Online

shopping

is

the

rage,

but

higher

shipping

costs

and

record

returns

are

material

headwinds.

We

watch

inflation

trends

carefully

as

higher

inflation

and

interest

rates

can

compress

price/earnings

ratios,

increasing

the

threat

of

“torpedoes”

in

the

portfolio.

Highly

valued,

high

expectation

stocks

and

longer-term

bonds

can

be

especially

vulnerable.

The

Millennial

generation

is

quickly

becoming

the

most

important

focus

for

many

businesses.

As

of

2019,

the

number

of

Millennials

reached

72.1

million

and

finally

overtook

the

Baby

Boomer

generation

in

the

US.

The

housing

market

is

primed

to

begin

benefiting

from

Millennials,

with

90%

planning

to

buy

someday.

The

oldest

of

the

generation

have

recently

turned

40.

Research

by

Goldman

Sachs

found

that

the

peak

home-buying

age

for

Millennials

is

now

45.

According

to

Coldwell

Banker,

by

the

year

2030,

Millennials

will

have

inherited

over

$68

trillion

from

their

parents.

We

believe

this

massive

generation

of

wealth

will

only

strengthen

the

housing

market.

Pew

Research

estimates

that,

due

to

immigration,

the

Millennial

population

will

continue

to

grow,

peaking

in

2033.

The

Digitization

of

Media

We

have

seen

five

years

of

rapid

digitization

compress

in

less

than

a

year.

The

conversion

to

streaming

in

media

has

been

a

major

disrupter.

Large

players

like

Netflix

and

Disney

dominate

the

streaming

conversation,

but

one

player

we

like

that

tends

to

be

overlooked

is

Alphabet’s

YouTube,

which

has

over

two

billion

monthly

active

users

watching

over

a

billion

videos

per

day.

As

YouTube

is

a

free,

ad-supported

platform

it

brings

substantial

traffic

and

is

the

world’s

most

visited

website

after

Google.com.

AUXIER

FOCUS

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MESSAGE

TO

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SHAREHOLDERS

December

31,

2020

2

YouTube

is

also

the

second

largest

search

engine

in

the

world,

processing

more

than

three

billion

searches

a

month.

According

to

Pew

Research,

73%

of

US

adults

use

YouTube.

Around

50%

of

US

adults

pay

for

or

use

a

Netflix

account.

YouTube’s

reach

is

immense.

According

to

the

Wall

Street

Journal,

YouTube

reaches

more

24-49

year-old

users

than

all

cable

channels

combined.

While

YouTube

has

had

a

positive

impact

on

Alphabet’s

earnings,

it

has

also

greatly

benefited

creators,

with

the

number

of

channels

earning

six

figures

growing

by

40%

every

year.

Along

with

YouTube,

we

also

have

our

eye

on

the

potential

growth

opportunities

that

newcomer

Discovery+

could

bring

to

the

streaming

landscape.

Discovery,

Inc.

has

been

facing

headwinds

due

to

cord

cutting,

and

launching

their

own

service

could

be

the

spark

the

company

needs

to

reinvigorate

their

growth.

We

see

Discovery’s

focus

on

unscripted

content

as

a

unique

offering

when

compared

to

the

scripted

content

of

other

major

streaming

players

which

could

allow

Discovery+

to

sit

comfortably

alongside

existing

services.

With

cord

cutting

only

anticipated

to

accelerate

in

the

future,

we

like

companies

like

Alphabet

and

Discovery,

Inc.

that

offer

unique

streaming

products

that

drive

engagement

and

capitalize

on

digital

entertainment.

Vaccine

Update

Developing

and

distributing

an

effective

vaccine

to

COVID-19

is

a

top

priority

for

pharmaceutical

companies

such

as

Pfizer,

Moderna

and

Johnson

&

Johnson

(JNJ).

While

the

Pfizer

and

Moderna

vaccines

have

been

given

emergency

use

authorization

by

the

FDA,

JNJ’s

vaccine

has

not

yet

been

approved.

Even

though

JNJ’s

vaccine

is

behind

Pfizer’s

and

Moderna’s,

it

does

present

some

clear

advantages

that

could

help

it

become

the

best

vaccine

option

for

many.

JNJ’s

vaccine

only

requires

one

dose

compared

to

the

two

doses

required

for

the

Pfizer

and

Moderna

vaccines.

A

one-dose

vaccine

will

be

much

easier

to

distribute

around

the

country

in

a

reasonable

amount

of

time

compared

to

a

two-dose

vaccine

which

requires

time

to

pass

between

each

dose.

Another

significant

benefit

of

JNJ’s

vaccine

is

that

it

is

expected

to

be

stable

at

refrigerated

temperatures

of

35.6

to

46.4

degrees

Fahrenheit.

Pfizer’s

vaccine

has

more

challenging

storage

needs

and

must

be

kept

at

minus

94

degrees

Fahrenheit.

This

means

that

JNJ’s

vaccine

will

not

require

new

infrastructure

to

store

and

transport

the

vaccine.

JNJ

estimates

that

they

will

be

able

to

produce

enough

doses

to

vaccinate

100

million

Americans

by

April.

Quick

and

effective

vaccines

for

COVID-19

are

needed

to

help

protect

the

most

vulnerable

populations,

such

as

those

living

and

working

in

nursing

homes.

Data

from

early

December

indicates

that

about

40%

of

COVID-19

deaths

in

the

US

have

been

in

nursing

homes.

Since

JNJ’s

vaccine

requires

fewer

doses

and

can

be

more

easily

transported

and

stored

than

other

vaccines,

they

may

be

the

best

option

to

treat

this

vulnerable

group.

It

is

estimated

these

vaccines

will

need

to

be

taken

every

year

due

to

the

changing

mutations.

In

time,

as

genetic

testing

improves,

drugs

will

be

better

targeted

to

cure

diseases.

Today

a

company

called

OneOme,

co-founded

by

the

Mayo

Clinic,

offers

pharmacogenomic

solutions

combining

genome

mapping

and

precision

medicine

testing.

By

building

genetic

databases

specific

drugs

can

be

administered,

improving

the

odds

for

favorable

outcomes.

UnitedHealth

Group

Shows

Resilience

The

fourth

quarter

marked

the

end

of

a

year

that

demonstrated

UnitedHealth’s

resilience

to

uncertainties

as

they

were

able

to

grow

consistently

throughout

the

year.

Revenue

for

the

company

has

increased

every

quarter

for

well

over

10

years

now

as

UnitedHealth

has

been

able

to

keep

operating

at

a

high

level

despite

economic

disruptions

like

the

financial

crisis

and

the

COVID-19

pandemic.

UnitedHealth

ended

the

fiscal

year

with

record

revenue

thanks

to

the

strength

of

Optum,

their

information

and

technology-enabled

health

services

segment.

Management

expects

their

cash

flow

generation

will

continue

to

grow

and

reach

$20-$21

billion

in

2021.

UnitedHealth

has

paid

a

consistent

dividend

for

the

last

decade

and

with

a

payout

ratio

of

just

30%

the

company

has

the

flexibility

to

continue

returning

capital

to

shareholders.

AUXIER

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A

MESSAGE

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SHAREHOLDERS

December

31,

2020

3

Property

Casualty

Insurance

Seeing

A

Recovery

The

fourth

quarter

marked

an

improvement

during

a

tough

year

for

insurance

providers

as

high

catastrophe

losses

and

COVID-19

charges

impacted

profitability.

According

to

Swiss

Re,

total

insurance

losses

in

2020

were

estimated

to

be

$83

billion,

making

it

the

5th

costliest

year

since

1970.

Notable

catastrophe

events

during

the

quarter

included

the

California

wildfires,

with

losses

estimated

to

be

in

the

$7

billion

to

$13

billion

range.

The

North

Atlantic

hurricane

season

saw

30

big

storms

lead

to

$20

billion

in

claims.

Swiss

Re’s

loss

estimates

do

not

include

claims

related

to

COVID-19,

so

total

losses

could

be

higher,

though

many

insurers

have

pandemic-related

exclusions

in

their

contracts.

Insurance

companies

have

been

trading

at

a

discount

due

to

investors’

fears

of

the

impact

of

the

pandemic,

but

these

exclusions

mean

that

the

pandemic

has

had

less

of

an

impact

than

many

investors

expected.

Travelers,

for

example,

saw

their

core

income

grow

by

45%

over

the

fourth

quarter

of

2020

thanks

to

lower

catastrophe

claims

and

an

increase

in

market

returns.

Exclusions

to

COVID-related

losses

helped

Travelers

beat

analyst

estimates.

The

massive

catastrophe

losses

during

2020

will

be

the

driving

force

of

higher

pricing

in

2021.

Pricing

in

insurance

renewals

was

favorable

and

is

expected

to

remain

positive

into

2021.

January

1st

reinsurance

renewals

were

reported

in

the

5%-7%

range.

The

US

has

seen

the

largest

increases,

followed

by

Europe

and

Asia.

Rising

primary

pricing,

low

interest

rates

and

increased

risk

concerns

around

catastrophes

and

COVID-19

are

driving

renewal

growth.

Strong

pricing

and

lower

catastrophe

losses

compared

to

2020

are

expected

to

lead

to

better

profitability

going

forward.

We

believe

Berkshire

Hathaway,

Marsh

&

McLennan,

Aon,

AIG

and

Travelers

will

all

benefit

from

this

improved

pricing

as

the

worst

economic

pressures

on

top

lines

are

likely

in

the

past.

CVS

Undervalued

After

Successful

Turnaround

CVS

Health

Corp

is

the

nation’s

foremost

integrated

healthcare

services

provider.

CVS

finished

2020

at

$68.30

with

projected

earnings

of

$7.45

per

share

and

a

$2.00

dividend.

This

gives

them

a

price-to-earnings

ratio

of

slightly

over

9x

with

a

dividend

yield

of

2.93%.

New

entries

into

the

pharmacy

market,

such

as

PillPack

from

Amazon,

have

scared

investors

away

despite

CVS’s

long

history

of

success

and

institutional

knowledge.

Amazon’s

approach

has

been

more

focused

on

mail

order,

not

face-to-face,

which

is

a

strength

of

CVS.

The

same

thing

happened

to

grocers

in

2017

when

Amazon

purchased

Whole

Foods,

but

over

three

years

later

grocers

have

yet

to

see

much

of

an

impact.

Executing

in

highly

competitive

markets

is

often

harder

than

anticipated.

Meanwhile

CVS

is

preparing

for

the

future

with

more

vertical

integration

from

the

Aetna

acquisition.

While

they

dramatically

increased

their

debt

with

the

move,

they

brought

on

their

CEO-in-waiting,

Karen

Lynch,

while

moving

into

the

insurance

space.

We

owned

Aetna

prior

to

the

acquisition

and

have

been

following

Karen

Lynch

for

years.

She

takes

over

on

February

1st

and

is

expected

to

continue

to

expand

the

insurance

division

of

CVS.

In

the

interim,

CVS

will

continue

to

pay

down

debt

with

their

tremendous

free

cash

flow,

which

is

expected

to

break

$10

billion

in

2020.

While

they

suspended

share

buybacks

to

pay

down

their

debt

from

the

Aetna

acquisition,

they

are

expected

to

hit

their

goal

of

3x

debt-to-cash

flow

sometime

this

year

and

could

return

significant

value

to

shareholders

as

soon

as

2022.

All

of

CVS’s

performance

takes

place

in

the

backdrop

of

the

COVID-19

pandemic.

In

2020,

they

were

the

#1

testing

site

in

the

United

States

and

have

been

working

closely

with

the

US

government

to

help

facilitate

the

vaccination

of

hundreds

of

millions

of

Americans

in

2021.

Nearly

70%

of

Americans

live

within

5

miles

of

a

CVS,

while

over

85%

live

within

10

miles.

Access

to

healthcare

today

is

a

major

issue

and

CVS

is

determined

to

improve

that

access.

10,000

Americans

turn

65

every

day

and

it

looks

like

the

Biden

administration

wants

to

increase

both

Medicare

and

Medicaid

coverage.

With

their

near

ubiquity,

as

well

as

their

institutional

experience

delivering

vaccines,

CVS

is

likely

to

play

a

significant

role

in

the

vaccine

rollout,

exposing

millions

of

new

customers

to

the

value

CVS

can

provide.

While

the

headlines

might

not

be

as

exciting

as

those

of

a

company

like

Amazon,

CVS

has

the

potential

to

provide

significant

returns

with

the

fundamentals

to

back

it

up.

AUXIER

FOCUS

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

December

31,

2020

4

Performance

Update

AUXIER

FOCUS

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

December

31,

2020

5

Contributors

to

the

period:

Our

outlook

on

a

cross

section

of

positions

with

a

positive

impact

on

the

portfolio

for

the

peri-

od

ended

12/31/2020.

Bank

of

America

Corp.

(BAC)

Bank

of

America’s

performance

continued

to

be

below

2019

levels

as

revenues

have

been

pressured

by

low

interest

rates

and

expenses

have

been

elevated

due

to

COVID-related

costs.

However,

performance

improved

sequentially

in

the

second

half

of

2020.

One

area

that

has

benefited

during

the

pandemic

is

Bank

of

America’s

digital

usage.

The

company

has

seen

over

2.3

billion

quarterly

digital

banking

logins.

Over

70%

of

checks

are

now

deposited

digitally

on

the

Bank

of

America

platform.

The

company’s

partnership

payment

service,

Zelle,

now

has

12.2

million

active

users

and

their

most

recent

data

shows

transfers

are

up

88%.

Management

will

continue

to

invest

in

the

digital

side

of

their

business

as

they

believe

many

users

will

prefer

digital

banking

even

after

the

pandemic

has

passed.

Bank

of

America

holds

the

#1

position

in

the

US

deposit

market,

with

85%

of

deposit

transactions

being

made

digitally.

Discovery,

Inc.

Series

A

(DISCA)

Revenue

growth

for

Discovery

slowed

in

2020

due

to

reductions

in

TV

advertising

and

cord-cutting,

but

future

growth

looks

promising

with

the

launch

of

their

new

streaming

service

Discovery+.

Advertising

currently

makes

up

50%

of

the

company’s

revenue

so

management

is

hoping

that

the

launch

of

Discovery+

will

begin

to

shift

their

revenue

mix.

Discovery

currently

has

over

800

million

monthly

viewers

around

the

world

and

has

the

#1

TV

portfolio

based

on

hours

watched

in

the

US.

Management

is

confident

that

their

service

will

be

a

good

supplement

to

larger

players

like

Disney+

and

Netflix

since

Discovery+

will

be

the

only

major

streaming

service

focused

solely

on

unscripted

content.

Discovery

expects

2021

to

have

the

highest

expenses

for

the

streaming

service

due

to

the

need

to

acquire

new

users,

but

expenses

will

decrease

as

the

service

scales.

Along

with

investing

in

their

digital

offerings,

Discovery

generated

over

$3

billion

in

free

cash

flow

this

past

year

for

a

7%

free

cash

flow

yield.

CAE,

Inc.

(CAE)

CAE

is

the

global

leader

in

training

for

civil

and

defense

aviation.

It

is

a

much

lower

risk

way

to

play

the

eventual

turn

in

travel.

Earlier

in

2020,

CAE

suspended

operations

in

over

half

their

civil

training

facilities,

however

all

previously

suspended

locations

have

now

been

re-opened.

This

provided

a

tremendous

bargain

price

in

their

stock.

Management

stated

that

they

are

now

seeing

recoveries

in

training

utilization,

particularly

in

business

aviation

training.

After

the

Boeing

737

problems,

pilot

training

is

emphasized

to

a

much

greater

degree.

Management

is

confident

that

they

will

be

able

to

recover

once

global

travel

gets

closer

to

pre-COVID

levels.

Over

60%

of

CAE’s

business

comes

from

recurring

business

and

long-term

agreements

with

many

airlines

and

defense

forces.

The

company’s

total

backlog

currently

stands

at

over

$8

billion.

Citigroup,

Inc.

(C)

Citigroup

is

selling

for

less

than

80%

of

tangible

book

value.

As

stock

buybacks

resume,

they

are

in

a

position

to

add

tremendous

value.

A

stronger

global

economy

should

lead

to

a

reduction

and

further

releasing

of

reserves

and

higher

rates

will

benefit

the

record

low

net

interest

margin.

Consensus

estimates

for

Citigroup’s

2021

and

2022

earnings

per

share

are

$6.44

and

$8.03,

respectively.

At

nine

times

earnings

the

stock

trades

at

a

60%

discount

to

the

market.

Detractors

to

the

period:

Our

outlook

on

a

cross

section

of

portfolio

positions

with

a

negative

return

for

the

period

ended

12/31/20:

Microsoft

Corp.

(MSFT)

One

of

the

largest

companies

in

the

world

by

market

capitalization,

Microsoft

has

managed

to

continue

to

grow

and

thrive

despite

the

pandemic.

The

stock

returned

over

40%

in

2020

behind

strong

growth

from

their

Office

suite

of

products,

cloud

businesses

and

gaming.

Their

cloud

computing

service,

Azure,

grew

48%

last

quarter.

The

work-from-home

movement

helped

increase

demand

for

their

products

as

it

further

accelerated

the

trend

towards

digitization.

Microsoft

has

invested

heavily

in

the

gaming

industry

with

their

Xbox

system

and

their

recent

acquisition

of

ZeniMax

Media.

The

gaming

industry

is

already

larger

than

the

film

industry

and

the

global

sport

sector

combined

and

is

projected

to

continue

its

explosive

growth

over

the

coming

years.

Despite

their

investments

Security

%

Assets

Mastercard

,

Inc.,

Class A

6.7%

UnitedHealth

Group,

Inc.

5.9%

Microsoft

Corp.

5.2%

Medtronic

PLC

4.1%

PepsiCo.,

Inc.

3.8%

Johnson

&

Johnson

3.3%

Philip

Morris

International

3.0%

Visa,

Inc.

2.8%

Bank

of

New

York

Mellon

Corp.

2.7%

Kroger

Co.

2.6%

AUXIER

FOCUS

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

December

31,

2020

6

Microsoft

is

still

flexible

with

cash,

cash

equivalents

and

short-term

investments

of

nearly

$138

billion

as

of

their

most

recent

quarter.

Kroger

Co.

(KR)

Kroger

is

incredibly

cheap

compared

to

its

peers.

While

Kroger’s

price-to-earnings

ratio

is

under

10,

Walmart

is

over

20

and

Target

is

over

25.

In

addition,

Kroger’s

dividend

yield

is

substantially

higher

at

2.3%

compared

to

Walmart’s

1.5%

and

Target’s

1.5%.

Kroger’s

price

is

depressed

despite

a

strong

year

as

people

shopped

more

due

to

stay-at-home

orders.

While

many

still

view

Kroger

as

a

traditional

brick-and-mortar

grocer,

they

have

been

successfully

digitizing

their

business

and

currently

trail

only

Walmart

in

online

grocery

sales.

They

plan

to

open

their

first

automated

fulfillment

center

in

early

2021.

Kroger

has

also

started

ramping

up

their

preparations

for

the

rollout

of

the

vaccines.

As

one

of

the

leading

distributers

of

the

influenza

vaccine,

they

have

extensive

experience

and

their

2,200

pharmacies

and

220

clinics

could

prove

vital

in

the

effort

to

vaccinate

hundreds

of

millions

of

Americans

over

the

coming

months.

Mastercard

Inc.

(MA)

While

they

are

still

below

pre-COVID-19

expectations,

Mastercard

has

continued

to

see

purchases

increase

after

the

abrupt

drop

off

in

March.

The

hardest

hit

unit

has

been

cross-border

transactions

which

was

down

36%

last

quarter.

However,

cross-border

transactions

are

likely

to

rebound

quickly

once

COVID-19

restrictions

are

lifted

and

business

starts

to

return

to

normal.

In

the

meantime,

Mastercard

has

focused

on

returning

value

to

shareholders

while

maintaining

a

flexible

balance

sheet.

In

the

third

quarter

alone,

they

repurchased

6.5

million

shares

for

$2.1

billion

while

still

finishing

the

quarter

with

over

$10

billion

is

cash

and

cash

equivalents.

Mastercard

also

announced

a

10%

dividend

increase

in

December

to

$0.44

per

share.

Merck

&

Co.

(MRK)

Merck

has

the

second

largest

research

budget

of

the

major

pharmaceutical

companies.

Oncology

sales

continue

to

grow

over

26%.

The

company

is

refocusing

on

vaccines,

hospital

acute

care,

animal

health

and

oncology.

They

are

spinning

off

the

biosimilars,

woman’s

health

and

legacy

brands

into

a

new

company

called

Organon.

Merck

estimates

that

the

pandemic

has

so

far

negatively

impacted

revenue

by

over

$2

billion

due

to

reduced

access

to

health

care

providers

and

reduction

in

demand

for

some

of

their

vaccines.

Despite

these

headwinds,

they

are

on

track

for

full-year

revenue

growth

and

a

robust

oncology

and

virology

pipeline.

Merck

trades

at

a

very

cheap

13

times

earnings,

almost

a

40%

discount

to

the

overall

market.

I

first

bought

Merck

in

1983

during

the

personal

computer

IPO

frenzy

where

more

than

30

personal

computer

companies

went

public.

Over

90%

failed

to

survive,

yet

Merck

with

a

heavy

emphasis

on

R&D

is

still

going

strong.

In

Closing

The

recent

speculation

in

markets

is

nothing

new.

Charles

Mackay’s

book

Extraordinary

Popular

Delusions

and

the

Madness

of

Crowds

published

in

1841

was

one

of

the

first

investment

books

I

read

back

in

the

early

1980s.

Human

behavior,

especially

in

groups,

can

be

crazy

at

times.

“Easy

money”

contributes

to

momentum

that

detaches

from

reality

and

underlying

cash

flows.

We

are

always

ready

to

take

advantage

of

bargains

that

result

from

irrationality

and

forced

liquidations

resulting

from

excessive

borrowed

money.

There

is

an

old

saying

that

“financial

genius

is

leverage

in

an

up

market.”

In

declining

markets

leverage

takes

you

out

of

the

game

fast.

Back

in

1999

internet

mutual

funds

had

doubled

in

a

year

and

were

out

of

business

within

three

years.

From

1995-2000

the

Nasdaq

climbed

456%

but

then

crashed

80%

to

end

up

back

where

it

started.

Steep

losses

can

really

interrupt

the

compounding

of

returns.

We

see

the

same

kind

of

downside

in

many

story-stocks

that

have

been

riding

momentum

as

the

emphasis

is

on

revenue

growth

to

the

exclusion

of

other

value

yardsticks.

High

prices

and

group

behavior

tend

to

attract

a

constituency

that

is

often

devoid

of

rational

thought

and

behavior.

We

never

lose

sight

of

the

power

of

the

compounded

return

over

long

periods

and

the

necessity

of

a

persistent

research

effort

to

mitigate

risk.

If

you

drop

50%

you

need

to

recover

100%

to

break

even

and

if

you

drop

90%

you

need

to

gain

1000%

to

break

even.

Although

securities

markets

in

the

US

have

been

good

the

past

several

years,

they

can

have

periods

of

flat

performance

like

1999-2009.

During

that

decade,

the

S&P

500

returned

a

cumulative

-4.27%

while

the

Auxier

Focus

Fund

returned

a

cumulative

83.67%.

We

tend

to

add

the

most

value

in

those

kinds

of

difficult

periods.

We

appreciate

your

trust.

Jeff

Auxier

AUXIER

FOCUS

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

December

31,

2020

7

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

market-

capitalization-weighted

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

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

Russell

1000

Value

Index

refers

to

a

composite

of

large

and

mid-cap

companies

located

in

the

United

States

that

also

exhibit

a

value

probability.

The

Russell

1000

Value

is

published

and

maintained

by

FTSE

Russell.

The

60/40

Hybrid

of

S&P

500

and

Bloomberg

Barclays

U.S.

Aggregate

Bond

Index

is

a

blend

of

60%

S&P

500

Composite

Index

and

40%

Barclays

U.S.

Aggregate

Bond

Index,

as

calculated

by

the

adviser,

and

is

not

available

for

direct

investment.

The

Baltic

Dry

Index

(BDI)

is

a

shipping

and

trade

index

created

by

the

London-based

Baltic

Exchange.

It

measures

changes

in

the

cost

of

transporting

various

raw

materials,

such

as

coal

and

steel.

One

cannot

invest

directly

in

an

index

or

average.

Cash

flow

is

the

net

amount

of

cash

and

cash-equivalents

being

transferred

into

and

out

of

a

business.

An

initial

public

offering

(IPO)

refers

to

the

process

of

offering

shares

of

a

private

corporation

to

the

public

in

a

new

stock

issuance.

Free

cash

flow

(FCF)

represents

the

cash

a

company

generates

after

accounting

for

cash

outflows

to

support

operations

and

maintain

its

capital

assets.

The

price-to-earnings

ratio

(P/E

ratio)

is

the

ratio

for

valuing

a

company

that

measures

its

current

share

price

relative

to

its

per-share

earnings

(EPS).

Free

cash

flow

yield

is

a

financial

solvency

ratio

that

compares

the

free

cash

flow

per

share

a

company

is

expected

to

earn

against

its

market

value

per

share.

The

ratio

is

calculated

by

taking

the

free

cash

flow

per

share

divided

by

the

current

share

price.

Earnings

per

share

(EPS)

is

calculated

as

a

company's

profit

divided

by

the

outstanding

shares

of

its

common

stock.

The

dividend

yield,

expressed

as

a

percentage,

is

a

financial

ratio

(dividend/price)

that

shows

how

much

a

company

pays

out

in

dividends

each

year

relative

to

its

stock

price

Book

value

is

the

value

of

a

security

or

asset

as

entered

in

a

company's

books.

Nasdaq:

The

Nasdaq

Composite

Index

is

the

market

capitalization-weighted

index

of

over

2,500

common

equities

listed

on

the

Nasdaq

stock

exchange.

AUXIER

FOCUS

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

December

31,

2020

8

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

December

31,

2020

9

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

1.10%,

1.51%

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

0.92%,

1.25%

and

0.80%

of

the

Investor

Shares,

A

Shares

and

Institutional

Shares,

respectively,

through

October

31,

2021

(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

December

31,

2020

One

Year

Five

Years

Ten

Years

Since

Inception

(1)

Investor

Shares

6.03%

9.04%

8.79%

7.47%

S&P

500®

Index

(Since

July

9,

1999)

18.40%

15.22%

13.88%

6.72%

A

Shares

(with

sales

charge)

(2)(3)

-0.38%

7.47%

8.00%

7.10%

Institutional

Shares

(3)

6.16%

9.21%

8.97%

7.55%

(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

December

31,

2020

10

See

Notes

to

Financial

Statements.

Shares

Security

Description

Value

Common

Stock

-

97.9%

Communication

Services

-

0.8%

84,275‌

America

Movil

SAB

de

CV,

ADR

$

1,225,358‌

3,719‌

Cisco

Systems,

Inc.

166,425‌

84,738‌

Telefonica

SA,

ADR

342,342‌

4,081‌

ViacomCBS,

Inc.,

Class B

152,058‌

1,886,183‌

Consumer

Cyclicals

-

1.6%

1,241‌

Booking

Holdings,

Inc. 

(a)

2,764,042‌

13,675‌

DR

Horton,

Inc.

942,481‌

3,706,523‌

Consumer

Discretionary

-

7.6%

140,588‌

Arcos

Dorados

Holdings,

Inc.,

Class A

707,158‌

34,000‌

Becle

SAB

de

CV

85,340‌

45,908‌

Comcast

Corp.,

Class A

2,405,579‌

14,740‌

CVS

Health

Corp.

1,006,742‌

103,092‌

Discovery,

Inc.,

Class A 

(a)

3,102,038‌

4,641‌

Discovery,

Inc.,

Class C 

(a)

121,548‌

100‌

Domino's

Pizza,

Inc.

38,346‌

16,250‌

General

Motors

Co.

676,650‌

185,644‌

Lincoln

Educational

Services

Corp. 

(a)

1,206,686‌

17,725‌

Lowe's

Cos.,

Inc.

2,845,040‌

4,756‌

McDonald's

Corp.

1,020,542‌

52,302‌

Sally

Beauty

Holdings,

Inc. 

(a)

682,018‌

3,870‌

The

Home

Depot,

Inc.

1,027,949‌

12,850‌

Walmart,

Inc.

1,852,328‌

4,550‌

Yum

China

Holdings,

Inc.

259,760‌

7,050‌

Yum!

Brands,

Inc.

765,348‌

17,803,072‌

Consumer

Staples

-

17.3%

65,455‌

Altria

Group,

Inc.

2,683,655‌

34,455‌

British

American

Tobacco

PLC,

ADR

1,291,718‌

13,200‌

Coca-Cola

HBC

AG,

ADR 

(a)

428,736‌

3,635‌

Diageo

PLC,

ADR

577,274‌

664‌

Lamb

Weston

Holdings,

Inc.

52,283‌

50,327‌

Molson

Coors

Beverage

Co.,

Class B

2,274,277‌

34,800‌

Monster

Beverage

Corp. 

(a)

3,218,304‌

60,895‌

PepsiCo.,

Inc.

9,030,728‌

84,525‌

Philip

Morris

International,

Inc.

6,997,825‌

51,280‌

Tesco

PLC,

ADR

495,872‌

51,300‌

The

Coca-Cola

Co.

2,813,292‌

195,126‌

The

Kroger

Co.

6,197,202‌

8,525‌

The

Procter

&

Gamble

Co.

1,186,169‌

59,421‌

Unilever

PLC,

ADR

3,586,652‌

40,833,987‌

Energy

-

2.3%

136,810‌

BP

PLC,

ADR

2,807,341‌

7,430‌

Chevron

Corp.

627,463‌

13,600‌

ConocoPhillips

543,864‌

7,800‌

Phillips

66

545,532‌

14,415‌

Valero

Energy

Corp.

815,457‌

5,339,657‌

Financials

-

23.3%

53,260‌

Aflac,

Inc.

2,368,472‌

49,495‌

American

International

Group,

Inc.

1,873,881‌

2,480‌

Ameriprise

Financial,

Inc.

481,938‌

201,699‌

Bank

of

America

Corp.

6,113,497‌

16,545‌

Berkshire

Hathaway,

Inc.,

Class B 

(a)

3,836,289‌

61,374‌

Central

Pacific

Financial

Corp.

1,166,720‌

25,975‌

Citigroup,

Inc.

1,601,619‌

5,616‌

Colliers

International

Group,

Inc.

500,554‌

132,268‌

Credit

Suisse

Group

AG,

ADR

1,693,030‌

5,616‌

FirstService

Corp.

768,044‌

63,668‌

Franklin

Resources,

Inc.

1,591,063‌

Shares

Security

Description

Value

Financials

-

23.3%

(continued)

2,025‌

Marsh

&

McLennan

Cos.,

Inc.

$

236,925‌

44,325‌

Mastercard,

Inc.,

Class A

15,821,366‌

1,100‌

PayPal

Holdings,

Inc. 

(a)

257,620‌

150,625‌

The

Bank

of

New

York

Mellon

Corp.

6,392,525‌

18,918‌

The

Travelers

Cos.,

Inc.

2,655,520‌

3,200‌

U.S.

Bancorp

149,088‌

15,249‌

Unum

Group

349,812‌

30,600‌

Visa,

Inc.,

Class A

6,693,138‌

6,200‌

Wells

Fargo

&

Co.

187,116‌

54,738,217‌

Health

Care

-

27.0%

38,299‌

Abbott

Laboratories

4,193,358‌

3,663‌

AbbVie,

Inc.

392,490‌

2,900‌

Alkermes

PLC 

(a)

57,855‌

18,731‌

Anthem,

Inc.

6,014,337‌

10,000‌

Becton

Dickinson

and

Co.

2,502,200‌

10,250‌

Biogen,

Inc. 

(a)

2,509,815‌

13,990‌

Cigna

Corp.

2,912,438‌

49,145‌

Johnson

&

Johnson

7,734,440‌

81,368‌

Medtronic

PLC

9,531,448‌

73,249‌

Merck

&

Co.,

Inc.

5,991,768‌

7,282‌

Pfizer,

Inc.

268,050‌

21,337‌

Quest

Diagnostics,

Inc.

2,542,730‌

39,676‌

UnitedHealth

Group,

Inc.

13,913,580‌

903‌

Viatris,

Inc. 

(a)

16,922‌

32,400‌

Zimmer

Biomet

Holdings,

Inc.

4,992,516‌

63,573,947‌

Industrials

-

4.7%

30,135‌

CAE,

Inc.

835,945‌

1,240‌

Caterpillar,

Inc.

225,705‌

120,491‌

Corning,

Inc.

4,337,676‌

3,695‌

FedEx

Corp.

959,296‌

27,582‌

Gates

Industrial

Corp.

PLC 

(a)

351,946‌

85,521‌

Manitex

International,

Inc. 

(a)

441,288‌

26,850‌

Raytheon

Technologies

Corp.

1,920,044‌

2,780‌

The

Boeing

Co.

595,087‌

7,795‌

United

Parcel

Service,

Inc.,

Class B

1,312,678‌

10,979,665‌

Information

Technology

-

9.1%

1,926‌

Alphabet,

Inc.,

Class A 

(a)

3,375,584‌

33,910‌

Cerner

Corp.

2,661,257‌

18,775‌

Cognizant

Technology

Solutions

Corp.,

Class A

1,538,611‌

3,155‌

Facebook,

Inc.,

Class A 

(a)

861,820‌

19,000‌

Forrester

Research,

Inc. 

(a)

796,100‌

55,142‌

Microsoft

Corp.

12,264,684‌

100‌

MSCI,

Inc.

44,653‌

21,542,709‌

Materials

-

3.8%

14,225‌

Celanese

Corp.,

Class A

1,848,397‌

28,458‌

Corteva,

Inc.

1,101,894‌

28,458‌

Dow,

Inc.

1,579,419‌

28,458‌

DuPont

de

Nemours,

Inc.

2,023,648‌

26,505‌

LyondellBasell

Industries

NV,

Class A

2,429,448‌

4,980‌

The

Mosaic

Co.

114,590‌

9,097,396‌

Telecommunications

-

0.1%

17,750‌

CenturyLink,

Inc.

173,063‌

Transportation

-

0.3%

3,110‌

Union

Pacific

Corp.

647,564‌

Total

Common

Stock

(Cost

$105,766,698)

230,321,983‌

AUXIER

FOCUS

FUND

SCHEDULE

OF

INVESTMENTS

December

31,

2020

11

See

Notes

to

Financial

Statements.

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

as

of

December

31,

2020. 

The

inputs

or

methodology

used

for

valuing

securities

are

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

For

more

information

on

valuation

inputs,

and

their

aggregation

into

the

levels

used

in

the

table

below,

please

refer

to

the

Security

Valuation

section

in

Note

2

of

the

accompanying

Notes

to

Financial

Statements.

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)

3.50%

09/15/68

$

195,174‌

500,000‌

JPMorgan

Chase

&

Co.

(callable

at

100) 

(b)(c)

4.63 ‌

11/01/22

496,832‌

500,000‌

The

Goldman

Sachs

Group,

Inc.

(callable

at

100) 

(b)(c)

5.00 ‌

11/10/22

506,250‌

400,000‌

Truist

Financial

Corp.

(callable

at

100) 

(b)(c)

5.13 ‌

06/15/49

429,500‌

1,627,756‌

Industrials

-

0.2%

450,000‌

General

Electric

Co.

(callable

at

100) 

(b)(c)

5.00 ‌

01/21/21

417,829‌

Total

Corporate

Non-Convertible

Bonds

(Cost

$2,000,431)

2,045,585‌

Investments,

at

value

-

98.8%

(Cost

$107,767,129)

$

232,367,568‌

Other

Assets

&

Liabilities,

Net

-

1.2%

2,843,387‌

Net

Assets

-

100.0%

$

235,210,955‌

ADR

American

Depositary

Receipt

LIBOR

London

Interbank

Offered

Rate

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

December

31,

2020.

(c)

Perpetual

maturity

security.

Level

1

Level

2

Level

3

Total

Investments

at

Value

Common

Stock

Communication

Services

$

1,886,183‌

$

–‌

$

–‌

$

1,886,183‌

Consumer

Cyclicals

3,706,523‌

–‌

–‌

3,706,523‌

Consumer

Discretionary

17,803,072‌

–‌

–‌

17,803,072‌

Consumer

Staples

40,833,987‌

–‌

–‌

40,833,987‌

Energy

5,339,657‌

–‌

–‌

5,339,657‌

Financials

54,738,217‌

–‌

–‌

54,738,217‌

Health

Care

63,573,947‌

–‌

–‌

63,573,947‌

Industrials

10,979,665‌

–‌

–‌

10,979,665‌

Information

Technology

21,542,709‌

–‌

–‌

21,542,709‌

Materials

9,097,396‌

–‌

–‌

9,097,396‌

Telecommunications

173,063‌

–‌

–‌

173,063‌

Transportation

647,564‌

–‌

–‌

647,564‌

Corporate

Non-

Convertible

Bonds

–‌

2,045,585‌

–‌

2,045,585‌

Investments

at

Value

$

230,321,983‌

$

2,045,585‌

$

–‌

$

232,367,568‌

PORTFOLIO

HOLDINGS

%

of

Total

Net

Assets

Communication

Services

0.8‌%

Consumer

Cyclicals

1.6‌%

Consumer

Discretionary

7.6‌%

Consumer

Staples

17.3‌%

Energy

2.3‌%

Financials

23.3‌%

Health

Care

27.0‌%

Industrials

4.7‌%

Information

Technology

9.1‌%

Materials

3.8‌%

Telecommunications

0.1‌%

Transportation

0.3‌%

Corporate

Non-Convertible

Bonds

0.9‌%

Other

Assets

&

Liabilities,

Net

1.2‌%

100.0‌%

AUXIER

FOCUS

FUND

STATEMENT

OF

ASSETS

AND

LIABILITIES

December

31,

2020

12

See

Notes

to

Financial

Statements.

ASSETS

Investments,

at

value

(Cost

$107,767,129)

$

232,367,568‌

Cash

2,939,254‌

Receivables:

Fund

shares

sold

10,828‌

Dividends

and

interest

413,751‌

Prepaid

expenses

19,525‌

Total

Assets

235,750,926‌

LIABILITIES

Payables:

Fund

shares

redeemed

252,312‌

Distributions

payable

107,056‌

Accrued

Liabilities:

Investment

Adviser

fees

119,515‌

Trustees’

fees

and

expenses

823‌

Fund

services

fees

26,114‌

Other

expenses

34,151‌

Total

Liabilities

539,971‌

NET

ASSETS

$

235,210,955‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

111,084,205‌

Distributable

earnings

124,126,750‌

NET

ASSETS

$

235,210,955‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

Investor

Shares

5,484,017‌

A

Shares

129,773‌

Institutional

Shares

4,260,437‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE*

Investor

Shares

(based

on

net

assets

of

$129,191,152)

$

23.56‌

A

Shares

(based

on

net

assets

of

$3,120,919)

$

24.05‌

A

Shares

Maximum

Public

Offering

Price

Per

Share

(net

asset

value

per

share/(100%-5.75%))

$

25.52‌

Institutional

Shares

(based

on

net

assets

of

$102,898,884)

$

24.15‌

AUXIER

FOCUS

FUND

STATEMENT

OF

OPERATIONS

SIX

MONTHS

ENDED

DECEMBER

31,

2020

13

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$19,294)

$

2,306,699‌

Interest

income

51,868‌

Total

Investment

Income

2,358,567‌

EXPENSES

Investment

Adviser

fees

878,170‌

Fund

services

fees

154,511‌

Transfer

agent

fees:

Investor

Shares

27,114‌

A

Shares

617‌

Institutional

Shares

5,055‌

Distribution

fees:

A

Shares

3,690‌

Custodian

fees

11,477‌

Registration

fees:

Investor

Shares

7,986‌

A

Shares

2,314‌

Institutional

Shares

8,134‌

Professional

fees

25,737‌

Trustees'

fees

and

expenses

4,890‌

Other

expenses

89,446‌

Total

Expenses

1,219,141‌

Fees

waived

(253,435‌)

Net

Expenses

965,706‌

NET

INVESTMENT

INCOME

1,392,861‌

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

(loss)

on:

Investments

(501,458‌)

Foreign

currency

transactions

10‌

Net

realized

loss

(501,448‌)

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

36,043,962‌

NET

REALIZED

AND

UNREALIZED

GAIN

35,542,514‌

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

36,935,375‌

AUXIER

FOCUS

FUND

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

14

See

Notes

to

Financial

Statements.

For

the

Six

Months

Ended

December

31,

2020

For

the

Year

Ended

June

30,

2020

OPERATIONS

Shares

Shares

Net

investment

income

$

1,392,861‌

$

3,146,015‌

Net

realized

gain

(loss)

(501,448‌)

3,957,269‌

Net

change

in

unrealized

appreciation

(depreciation)

36,043,962‌

(15,070,059‌)

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

36,935,375‌

(7,966,775‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

Investor

Shares

(3,012,681‌)

(8,128,004‌)

A

Shares

(59,813‌)

(151,099‌)

Institutional

Shares

(2,336,853‌)

(5,663,780‌)

Total

Distributions

Paid

(5,409,347‌)

(13,942,883‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares:

Investor

Shares

1,995,905‌

89,922‌

6,856,973‌

326,470‌

A

Shares

–‌

–‌

338,878‌

16,867‌

Institutional

Shares

1,972,791‌

86,372‌

11,009,653‌

484,969‌

Reinvestment

of

distributions:

Investor

Shares

2,896,793‌

123,711‌

7,658,790‌

336,765‌

A

Shares

57,709‌

2,423‌

146,537‌

6,342‌

Institutional

Shares

2,260,120‌

94,164‌

5,465,117‌

234,913‌

Redemption

of

shares:

Investor

Shares

(6,910,628‌)

(311,458‌)

(25,909,544‌)

(1,258,506‌)

A

Shares

(134,463‌)

(6,065‌)

(146,650‌)

(7,145‌)

Institutional

Shares

(3,137,948‌)

(139,875‌)

(10,458,283‌)

(486,997‌)

Redemption

fees:

Investor

Shares

986‌

–‌

8,095‌

–‌

A

Shares

20‌

–‌

163‌

–‌

Institutional

Shares

735‌

–‌

5,838‌

–‌

Decrease

in

Net

Assets

from

Capital

Share

Transactions

(997,980‌)

(60,806‌)

(5,024,433‌)

(346,322‌)

Increase

(Decrease)

in

Net

Assets

30,528,048‌

(26,934,091‌)

NET

ASSETS

Beginning

of

Period

204,682,907‌

231,616,998‌

End

of

Period

$

235,210,955‌

$

204,682,907‌

AUXIER

FOCUS

FUND

FINANCIAL

HIGHLIGHTS

15

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

period.

For

the

Six

Months

Ended

December

31,

2020

For

the

Years

Ended

June

30,

2020

2019

2018

2017

2016

INVESTOR

SHARES

NET

ASSET

VALUE,

Beginning

of

Period

$

20.39‌

$

22.34‌

$

22.25‌

$

21.95‌

$

19.69‌

$

20.50‌

INVESTMENT

OPERATIONS

Net

investment

income

(a)

0.13‌

0.29‌

0.28‌

0.26‌

0.23‌

0.21‌

Net

realized

and

unrealized

gain

(loss)

3.60‌

(0.87‌)

1.18‌

1.28‌

2.59‌

0.08‌

Total

from

Investment

Operations

3.73‌

(0.58‌)

1.46‌

1.54‌

2.82‌

0.29‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.30‌)

(0.29‌)

(0.30‌)

(0.25‌)

(0.23‌)

(0.20‌)

Net

realized

gain

(0.26‌)

(1.08‌)

(1.07‌)

(0.99‌)

(0.33‌)

(0.90‌)

Total

Distributions

to

Shareholders

(0.56‌)

(1.37‌)

(1.37‌)

(1.24‌)

(0.56‌)

(1.10‌)

REDEMPTION

FEES(a)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

NET

ASSET

VALUE,

End

of

Period

$

23.56‌

$

20.39‌

$

22.34‌

$

22.25‌

$

21.95‌

$

19.69‌

TOTAL

RETURN

18.31‌%(c)

(3.17‌)%

7.08‌%

6.97‌%

14.55‌%

1.58‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

129,191‌

$

113,810‌

$

137,995‌

$

161,032‌

$

185,363‌

$

203,921‌

Ratios

to

Average

Net

Assets:

Net

investment

income

1.21‌%(d)

1.34‌%

1.25‌%

1.14‌%

1.11‌%

1.10‌%

Net

expenses

0.93‌%(d)

0.95‌%

0.98‌%

0.98‌%

1.03‌%

1.14‌%

Gross

expenses

(e)

1.10‌%(d)

1.10‌%

1.11‌%

1.10‌%

1.16‌%

1.30‌%

PORTFOLIO

TURNOVER

RATE

0‌%(c)

2‌%

3‌%

3‌%

5‌%

6‌%

(a)

Calculated

based

on

average

shares

outstanding

during

each

period.

(b)

Less

than

$0.01

per

share.

(c)

Not

annualized.

(d)

Annualized.

(e)

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

period.

For

the

Six

Months

Ended

December

31,

2020

For

the

Years

Ended

June

30,

2020

2019

2018

2017

2016

A

SHARES

SHARES

NET

ASSET

VALUE,

Beginning

of

Period

$

20.76‌

$

22.70‌

$

22.56‌

$

22.23‌

$

19.90‌

$

20.64‌

INVESTMENT

OPERATIONS

Net

investment

income

(a)

0.10‌

0.23‌

0.22‌

0.20‌

0.19‌

0.19‌

Net

realized

and

unrealized

gain

(loss)

3.66‌

(0.89‌)

1.21‌

1.29‌

2.61‌

0.09‌

Total

from

Investment

Operations

3.76‌

(0.66‌)

1.43‌

1.49‌

2.80‌

0.28‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.21‌)

(0.20‌)

(0.22‌)

(0.17‌)

(0.14‌)

(0.12‌)

Net

realized

gain

(0.26‌)

(1.08‌)

(1.07‌)

(0.99‌)

(0.33‌)

(0.90‌)

Total

Distributions

to

Shareholders

(0.47‌)

(1.28‌)

(1.29‌)

(1.16‌)

(0.47‌)

(1.02‌)

REDEMPTION

FEES(a)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

NET

ASSET

VALUE,

End

of

Period

$

24.05‌

$

20.76‌

$

22.70‌

$

22.56‌

$

22.23‌

$

19.90‌

TOTAL

RETURN(c)

18.12‌%(d)

(3.47‌)%

6.80‌%

6.68‌%

14.28‌%

1.49‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

3,121‌

$

2,770‌

$

2,664‌

$

2,782‌

$

2,797‌

$

2,698‌

Ratios

to

Average

Net

Assets:

Net

investment

income

0.90‌%(e)

1.06‌%

0.98‌%

0.87‌%

0.91‌%

0.94‌%

Net

expenses

1.25‌%(e)

1.25‌%

1.25‌%

1.25‌%

1.25‌%

1.25‌%

Gross

expenses

(f)

1.52‌%(e)

1.51‌%

1.53‌%

1.44‌%

1.54‌%

1.61‌%

PORTFOLIO

TURNOVER

RATE

0‌%(d)

2‌%

3‌%

3‌%

5‌%

6‌%

(a)

Calculated

based

on

average

shares

outstanding

during

each

period.

(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)

Not

annualized.

(e)

Annualized.

(f)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

AUXIER

FOCUS

FUND

FINANCIAL

HIGHLIGHTS

17

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

period.

For

the

Six

Months

Ended

December

31,

2020

For

the

Years

Ended

June

30,

2020

2019

2018

2017

2016

INSTITUTIONAL

SHARES

NET

ASSET

VALUE,

Beginning

of

Period

$

20.88‌

$

22.81‌

$

22.66‌

$

22.29‌

$

19.96‌

$

20.74‌

INVESTMENT

OPERATIONS

Net

investment

income

(a)

0.15‌

0.33‌

0.33‌

0.31‌

0.28‌

0.25‌

Net

realized

and

unrealized

gain

(loss)

3.68‌

(0.88‌)

1.19‌

1.30‌

2.61‌

0.08‌

Total

from

Investment

Operations

3.83‌

(0.55‌)

1.52‌

1.61‌

2.89‌

0.33‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.30‌)

(0.30‌)

(0.30‌)

(0.25‌)

(0.23‌)

(0.21‌)

Net

realized

gain

(0.26‌)

(1.08‌)

(1.07‌)

(0.99‌)

(0.33‌)

(0.90‌)

Total

Distributions

to

Shareholders

(0.56‌)

(1.38‌)

(1.37‌)

(1.24‌)

(0.56‌)

(1.11‌)

REDEMPTION

FEES(a)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

NET

ASSET

VALUE,

End

of

Period

$

24.15‌

$

20.88‌

$

22.81‌

$

22.66‌

$

22.29‌

$

19.96‌

TOTAL

RETURN

18.36‌%(c)

(3.00‌)%

7.24‌%

7.20‌%

14.72‌%

1.74‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

102,899‌

$

88,103‌

$

90,958‌

$

71,644‌

$

59,518‌

$

42,969‌

Ratios

to

Average

Net

Assets:

Net

investment

income

1.35‌%(d)

1.51‌%

1.43‌%

1.34‌%

1.32‌%

1.27‌%

Net

expenses

0.80‌%(d)

0.80‌%

0.80‌%

0.80‌%

0.86‌%

1.00‌%

Gross

expenses

(e)

1.10‌%(d)

1.10‌%

1.10‌%

1.10‌%

1.16‌%

1.31‌%

PORTFOLIO

TURNOVER

RATE

0‌%(c)

2‌%

3‌%

3‌%

5‌%

6‌%

(a)

Calculated

based

on

average

shares

outstanding

during

each

period.

(b)

Less

than

$0.01

per

share.

(c)

Not

annualized.

(d)

Annualized.

(e)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

AUXIER

FOCUS

FUND

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2020

18

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

period.

Actual

amounts

could

differ

from

those

estimates.

The

following

summarizes

the

significant

accounting

policies

of

the

Fund:

Security

Valuation

–

Securities

are

valued

at

market

prices

using

the

last

quoted

trade

or

official

closing

price

from

the

principal

exchange

where

the

security

is

traded,

as

provided

by

independent

pricing

services

on

each

Fund

business

day.

In

the

absence

of

a

last

trade,

securities

are

valued

at

the

mean

of

the

last

bid

and

ask

price

provided

by

the

pricing

service.

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

December

31,

2020

19

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

December

31,

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

December

31,

2020,

there

are

no

uncertain

tax

positions

that

would

require

financial

statement

recognition,

de-recognition

or

disclosure.

Income

and

Expense

Allocation

–

The

Trust

accounts

separately

for

the

assets,

liabilities

and

operations

of

each

of

its

investment

portfolios.

Expenses

that

are

directly

attributable

to

more

than

one

investment

portfolio

are

allocated

among

the

respective

investment

portfolios

in

an

equitable

manner.

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

December

31,

2020

20

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

December

31,

2020,

the

Fund

had

$2,698,254

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

period

ended

December

31,

2020

,

there

were

no

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.

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

0.92%,

1.25%

and

0.80%

of

the

Investor

Shares,

A

Shares

and

Institutional

Shares,

respectively

,

through

at

least

October

31,

2021.

Prior

to

November

1,

2020,

the

expense

cap

for

Investor

Shares

was

0.94%

of

average

daily

assets.

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

of

their

fees.

These

voluntary

reductions

may

be

reduced

or

eliminated

at

any

time.

For

the

period

ended

December

31,

2020

,

the

fees

waived

and

expenses

reimbursed

were

as

follows:

AUXIER

FOCUS

FUND

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2020

21

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

December

31,

2020

,

$939,041

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

period

ended

December

31,

2020

,

totaled

$1,272,284

and

$870,010

.

Federal

Income

Tax

As

of

December

31,

2020

,

cost

for

federal

income

tax

purposes

is

substantially

the

same

as

for

financial

statement

purposes

and

net

unrealized

appreciation

consists

of:

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

The

global

outbreak

of

the

COVID-19

virus

has

caused

negative

effects

on

many

companies,

sectors,

countries,

regions,

and

financial

markets

in

general,

and

uncertainty

exists

as

to

its

long-term

implications.

The

effects

of

the

pandemic

may

adversely

impact

the

Fund's

assets

and

performance.

The

financial

statements

do

not

include

any

adjustments

that

might

result

from

the

outcome

of

this

uncertainty.

Management

has

evaluated

the

need

for

additional

disclosures

and/or

adjustments

resulting

from

subsequent

events.

Based

on

this

evaluation,

no

additional

disclosures

or

adjustments

were

required

to

the

financial

statements

as

of

the

date

the

financial

statements

were

issued.

Investment

Adviser

Fees

Waived

Investment

Adviser

Expenses

Reimbursed

Other

Waivers

Total

Fees

Waived

and

Expenses

Reimbursed

$

109,770‌

$

98,851‌

$

44,814‌

$

253,435‌

Gross

Unrealized

Appreciation

$

133,310,262‌

Gross

Unrealized

Depreciation

(8,709,823‌)

Net

Unrealized

Appreciation

$

124,600,439‌

Undistributed

Ordinary

Income

$

1,498,733‌

Undistributed

Long-Term

Gain

2,495,852‌

Unrealized

Appreciation

88,606,137‌

Total

$

92,600,722‌

AUXIER

FOCUS

FUND

ADDITIONAL

INFORMATION

December

31,

2020

22

Investment

Advisory

Agreement

Approval

At

the

December

11,

2020

Board

meeting,

the

Board,

including

the

Independent

Trustees,

considered

the

approval

of

the

continuance

of

the

investment

advisory

agreement

between

the

Adviser

and

the

Trust

pertaining

to

the

Fund

(the

“Advisory

Agreement”).

In

preparation

for

its

deliberations,

the

Board

requested

and

reviewed

written

responses

from

the

Adviser

to

a

due

diligence

questionnaire

circulated

on

the

Board's

behalf

concerning

the

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

advised

by

Trustee

counsel.

At

the

meeting,

the

Board

reviewed,

among

other

matters:

(1)

the

nature,

extent

and

quality

of

the

services

provided

to

the

Fund

by

the

Adviser,

including

information

on

the

investment

performance

of

the

Fund

and

Adviser;

(2)

the

costs

of

the

services

provided

and

profitability

to

the

Adviser

of

its

relationship

with

the

Fund;

(3)

the

advisory

fee

and

net

expense

ratio

of

the

Fund

compared

to

a

relevant

peer

group

of

funds;

(4)

the

extent

to

which

economies

of

scale

may

be

realized

as

the

Fund

grows

and

whether

the

advisory

fee

enables

the

Fund's

investors

to

share

in

the

benefits

of

economies

of

scale;

and

(5)

other

benefits

received

by

the

Adviser

from

its

relationship

with

the

Fund.

In

addition,

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

a

senior

representative

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

manager

and

other

personnel

at

the

Adviser

providing

services

to

the

Fund,

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

representations

that

the

firm

is

in

stable

financial

condition,

that

the

firm

is

able

to

meet

its

expense

reimbursement

obligations

to

the

Fund,

and

that

the

Adviser

has

the

operational

capability

and

the

necessary

staffing

and

experience

to

continue

providing

high-quality

investment

advisory

services

to

the

Fund.

Based

on

the

presentation

and

the

materials

provided

by

the

Adviser

in

connection

with

the

Board’s

consideration

of

the

renewal

of

the

Advisory

Agreement,

among

other

relevant

factors,

the

Board

concluded

that,

overall,

it

was

satisfied

with

the

nature,

extent

and

quality

of

services

provided

to

the

Fund

under

the

Advisory

Agreement.

Performance

In

connection

with

a

presentation

by

the

Adviser

regarding

its

approach

to

managing

the

Fund,

the

Board

reviewed

the

performance

of

the

Fund

compared

to

its

primary

benchmark

index.

The

Board

observed

that

the

Fund

underperformed

the

S&P

500

Index,

the

Fund’s

primary

benchmark

index,

for

the

one-,

three-,

five-,

and

10-year

periods

ended

September

30,

2020,

and

outperformed

the

benchmark

for

the

period

since

the

Fund’s

inception

on

July

9,

1999.

The

Board

also

considered

the

Fund’s

performance

relative

to

an

independent

peer

group

of

funds

identified

by

Broadridge

Financial

Solutions,

Inc.

(“

Broadridge

”)

as

having

characteristics

similar

to

the

Fund.

The

Board

observed

that

the

Fund

underperformed

the

median

of

its

Broadridge

peer

group

for

the

one-,

three-,

and

five-year

periods

ended

September

30,

2020.

The

Board

noted

the

Adviser’s

representation

that

the

Fund’s

underperformance

relative

to

the

benchmark

index

could

be

attributed,

in

part,

to

the

Adviser’s

conservative

approach

to

asset

allocation,

which

tends

to

underperform

the

benchmark

index

during

years

of

upward

trending

markets,

and

to

the

Fund’s

material

cash

position,

which

is

designed

to

result

in

preservation

of

capital

in

all

markets.

The

Board

noted

the

Adviser’s

representation

that

the

Fund

seeks

capital

appreciation

over

the

long-term

and

that,

in

the

Adviser’s

view,

the

Fund

executed

its

investment

objective

without

taking

on

undue

risk,

as

evidenced

by

the

Fund

having

outperformed

its

benchmark

index

since

its

inception

on

both

a

cumulative

and

average

annual

basis.

Based

on

the

Adviser’s

investment

style

and

the

foregoing

performance

information,

among

other

applicable

considerations,

the

Board

determined

that

the

Fund

and

its

shareholders

could

benefit

from

the

Adviser’s

continued

management

of

the

Fund.

AUXIER

FOCUS

FUND

ADDITIONAL

INFORMATION

December

31,

2020

23

Compensation

The

Board

evaluated

the

Adviser’s

compensation

for

providing

advisory

services

to

the

Fund

and

analyzed

comparative

information

on

actual

advisory

fee

rates

and

net

expense

ratios

in

the

Fund’s

Broadridge

peer

group.

The

Board

noted

that

the

Adviser’s

actual

advisory

fee

rate

and

the

Fund’s

actual

total

expenses

were

each

higher

than

the

median

of

its

Broadridge

peer

group,

though

the

Board

noted

that

the

actual

advisory

fee

rates

and

actual

total

expense

ratios

for

each

of

the

Broadridge

peers,

including

the

Fund,

were

closely

aligned.

The

Board

also

noted

the

Adviser’s

representation

that

it

had

lowered

the

contractual

advisory

fee

and

the

expense

caps

applicable

to

certain

classes

of

shares

within

the

last

several

years,

including

a

lowering

of

the

expense

cap

for

the

Investor

Class

shares

in

September

2019

and

again

in

September

2020.

Based

on

the

foregoing

and

other

relevant

factors,

the

Board

concluded

that

the

Adviser’s

advisory

fee

rate

charged

to

the

Fund

was

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

Fund.

In

this

regard,

the

Board

considered

the

Adviser’s

resources

devoted

to

the

Fund,

as

well

as

the

Adviser’s

discussion

of

costs

and

profitability.

Based

on

these

and

other

applicable

considerations,

the

Board

concluded

that

the

Adviser’s

profits

attributable

to

management

of

the

Fund

were

reasonable

in

the

context

of

all

factors

considered.

Economies

of

Scale

The

Board

considered

whether

the

Fund

would

benefit

from

any

economies

of

scale.

In

this

regard,

the

Board

considered

the

Fund’s

fee

structure,

asset

size,

and

net

expense

ratio.

The

Board

noted

the

Adviser’s

representation

that

the

Fund

could

potentially

benefit

from

economies

of

scale

at

higher

asset

levels

but

that,

in

light

of

the

Fund’s

current

asset

levels

and

because

the

Adviser

was

already

waiving

a

portion

of

its

contractual

advisory

fee

in

order

to

keep

the

Fund’s

expenses

at

or

below

the

agree-upon

expense

cap,

the

Adviser

was

not

proposing

breakpoints

in

the

advisory

fee

at

this

time.

The

Board

also

observed

that

the

Adviser

had

lowered

the

contractual

advisory

fee

and

expense

caps

applicable

to

certain

classes

of

shares

within

the

last

several

fiscal

years.

Based

on

the

foregoing

information

and

other

applicable

considerations,

and

in

light

of

the

size

of

the

Fund,

the

Board

determined

that

the

asset

level

of

the

Fund

was

not

consistent

with

the

existence

of

material

economies

of

scale

.

Other

Benefits

The

Board

noted

the

Adviser’s

representa

tion

that,

aside

from

its

contractual

advisory

fees,

it

does

not

benefit

in

a

material

way

from

its

relationship

with

the

Fund.

Based

on

the

foregoing

representation,

the

Board

concluded

that

other

benefits

received

by

the

Adviser

from

its

relationship

with

the

Fund

were

not

a

material

factor

in

approving

the

continuation

of

the

Advisory

Agreement.

Conclusion

The

Board

did

not

identify

any

single

factor

as

being

of

paramount

importance,

and

different

Trustees

may

have

given

different

weight

to

different

factors.

The

Board

reviewed

a

memorandum

from

Fund

counsel

discussing

the

legal

standards

applicable

to

its

consideration

of

the

Advisory

Agreement.

Based

on

its

review,

including

consideration

of

each

of

the

factors

referenced

above,

the

Board

determined,

in

the

exercise

of

its

reasonable

business

judgment,

that

the

advisory

arrangement,

as

outlined

in

the

Advisory

Agreement,

was

fair

and

reasonable

in

light

of

the

services

performed,

expenses

incurred

and

such

other

matters

as

the

Board

considered

relevant.

Liquidity

Risk

Management

Program

The

Fund

has

adopted

and

implemented

a

written

liquidity

risk

management

program,

as

required

by

Rule

22e-4

(the

“Liquidity

Rule”)

under

the

Investment

Company

Act

of

1940,

as

amended.

The

liquidity

risk

management

program

is

reasonably

designed

to

assess

and

manage

the

Fund’s

liquidity

risk,

taking

into

consideration,

among

other

factors,

the

Fund's

investment

strategy

and

the

liquidity

of

the

portfolio

investments

during

normal

and

reasonably

foreseeable

stressed

conditions;

its

short

and

long-term

cash

flow

projections

and

its

cash

holdings

and

access

to

other

funding

sources.

The

Board

approved

the

designation

of

the

Trust’s

Valuation

Committee

as

the

administrator

of

the

liquidity

risk

management

program

(the

“Program

Administrator”).

The

Program

Administrator

is

responsible

for

the

administration

and

oversight

of

the

AUXIER

FOCUS

FUND

ADDITIONAL

INFORMATION

December

31,

2020

24

program

and

for

reporting

to

the

Board

on

at

least

an

annual

basis

regarding,

among

other

things,

the

program’s

operation,

adequacy,

and

effectiveness.

The

Program

Administrator

assessed

the

Fund’s

liquidity

risk

profile

based

on

information

gathered

for

the

period

June

1,

2019

through

June

30,

2020

in

order

to

prepare

a

written

report

to

the

Board

for

review

at

its

meeting

held

on

September

11,

2020.

The

Program

Administrator’s

written

report

stated

that:

(i)

the

Fund

is

able

to

meet

redemptions

in

normal

and

reasonably

foreseeable

stressed

conditions

and

without

significant

dilution

of

remaining

shareholders’

interests

in

the

Fund;

(ii)

the

Fund's

strategy

is

appropriate

for

an

open-end

mutual

fund;

(iii)

the

liquidity

classification

determinations

regarding

the

Fund's

portfolio

investments,

which

take

into

account

a

variety

of

factors

and

may

incorporate

analysis

from

one

or

more

third-party

data

vendors,

remained

appropriate;

(iv)

the

Fund

did

not

approach

the

internal

triggers

set

forth

in

the

liquidity

risk

management

program

or

the

regulatory

percentage

limitation

(15%)

on

holdings

in

illiquid

investments;

(v)

it

continues

to

be

appropriate

to

not

set

a

“highly

liquid

investment

minimum”

for

the

Fund

because

the

Fund

primarily

holds

“highly

liquid

investments”;

and

(vi)

the

liquidity

risk

management

program

remains

reasonably

designed

and

adequately

implemented

to

prevent

violations

of

the

Liquidity

Rule.

The

report

also

reviewed

the

changes

to

the

Program

since

its

inception.

No

significant

liquidity

events

impacting

the

Fund

or

proposed

changes

to

the

Program

were

noted

in

the

report.

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

July

1,

2020

through

December

31,

2020.

Actual

Expenses

–

The

first

line

of

the

table

below

provides

information

about

actual

account

values

and

actual

expenses.

You

may

use

the

information

in

this

line,

together

with

the

amount

you

invested,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

in

the

first

line

under

the

heading

entitled

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

the

period.

Hypothetical

Example

for

Comparison

Purposes

–

The

second

line

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.

AUXIER

FOCUS

FUND

ADDITIONAL

INFORMATION

December

31,

2020

25

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.

Beginning

Account

Value

July

1,

2020

Ending

Account

Value

December

31,

2020

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Investor

Shares

Actual

$

1,000.00

$

1,183.09

$

5.12

0.93%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,020.52

$

4.74

0.93%

A

Shares

Actual

$

1,000.00

$

1,181.24

$

6.87

1.25%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,018.90

$

6.36

1.25%

Institutional

Shares

Actual

$

1,000.00

$

1,183.59

$

4.40

0.80%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,021.17

$

4.08

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

(184)

divided

by

365

to

reflect

the

half-year

period.

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-SAR-1220

SEMI-ANNUAL

REPORT

(Unaudited)

DECEMBER

31,

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

DECEMBER

31,

2020

DF

Dent

Growth

Funds

Performance

1

DF

Dent

Premier

Growth

Fund

A

Message

to

Our

Shareholders

2

Management

Discussion

of

Fund

Performance

8

Performance

Chart

and

Analysis

14

Schedule

of

Investments

15

Statement

of

Assets

and

Liabilities

17

Statement

of

Operations

18

Statements

of

Changes

in

Net

Assets

19

Financial

Highlights

20

DF

Dent

Midcap

Growth

Fund

Performance

Chart

and

Analysis

21

Schedule

of

Investments

23

Statement

of

Assets

and

Liabilities

25

Statement

of

Operations

26

Statements

of

Changes

in

Net

Assets

27

Financial

Highlights

28

DF

Dent

Small

Cap

Growth

Fund

Performance

Chart

and

Analysis

30

Schedule

of

Investments

32

Statement

of

Assets

and

Liabilities

34

Statement

of

Operations

35

Statements

of

Changes

in

Net

Assets

36

Financial

Highlights

37

DF

Dent

Growth

Funds

Notes

to

Financial

Statements

39

Additional

Information

45

1

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

PERFORMANCE

DECEMBER

31,

2020

Performance

for

the

three

DF

Dent

Growth

Funds

(for

periods

ending

12/31/2020)

is

detailed

in

the

table

below.

N/A

-

Periods

which

exceed

the

life

of

the

particular

fund.

1

Institutional

Shares

commenced

operations

on

November

29,

2017.

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.

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.

Returns

greater

than

one

year

are

annualized,

except

cumulative

returns.

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

+

19.25%

+

20.89%

+

29.36%

Benchmark

+

22.16%

+

30.18%

+

38.88%

Fund

vs

Benchmark

-

2.91%

-

9.29%

-

9.52%

12

Months

Fund

+

28.33%

+

30.57%

+

34.78%

Benchmark

+

18.40%

+

35.59%

+

34.63%

Fund

vs

Benchmark

+

9.93%

-

5.02%

+

0.15%

3

Years

Fund

+

23.15%

+

22.34%

+

21.95%

Benchmark

+

14.18%

+

20.50%

+

16.20%

Fund

vs

Benchmark

+

8.97%

+

1.84%

+

5.75%

5

Years

Fund

+

20.33%

+

20.15%

+

19.54%

Benchmark

+

15.22%

+

18.66%

+

16.36%

Fund

vs

Benchmark

+

5.11%

+

1.49%

+

3.18%

10

Years

Fund

+

15.65%

N/A

N/A

Benchmark

+

13.88%

N/A

N/A

Fund

vs

Benchmark

+

1.77%

N/A

N/A

Since

Inception

Fund

+

10.89%

+

16.24%

+

14.54%

Benchmark

+

8.16%

+

14.59%

+

12.82%

Fund

vs

Benchmark

+

2.73%

+

1.65%

+

1.72%

Cumulative

Since

Inception

Fund

+

647.21%

+

317.81%

+

164.54%

Benchmark

+

360.56%

+

264.82%

+

137.37%

Fund

vs

Benchmark

+

286.65%

+

52.99%

+

27.17%

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

DECEMBER

31,

2020

Dear

Fellow

Shareholders,

The

DF

Dent

Premier

Growth

Fund’s

(the

“Fund”)

total

return

in

2020

of

+28.33%

followed

a

return

of

+42.90%

in

2019.

Consequently,

the

excess

return

of

+9.93%

over

the

S

&

P

500

(the

Index)

in

2020

increased

the

excess

total

annual

return

over

the

19-year

life

of

the

Fund

from

+2.37%

last

year

to

+2.73%

as

of

12/31/2020.

Your

Fund’s

assets

grew

from

$247.4

million

on

12/31/2019

to

$405.0

million

on

12/31/2020.

2020

in

Review

The

health

and

economic

impact

of

COVID-19

caused

a

severe

market

sell

off

in

March

2020

followed

by

a

dramatic

reversal

as

the

markets

responded

positively

to

the

CARES

Act

and

monetary

stimulus

in

the

second

calendar

quarter.

Largely

due

to

the

underlying

quality

of

its

company

holdings,

your

Fund

declined

less

than

the

market

during

the

downdraft

and

outperformed

on

the

way

back

up

(positive

market

capture

during

both

the

down

and

up

phases).

Consequently,

at

mid-year,

your

Fund

was

up

+7.61%

compared

to

the

Index’s

return

of

-3.08%.

The

positive

efficacy

and

safety

data

of

multiple

vaccines

in

November

along

with

the

prospect

of

the

“reopening”

of

the

economy

improved

investor

sentiment

as

the

equity

market

strengthened

in

the

last

two

months

of

the

year.

This

benefited

those

stocks

which

had

been

most

heavily

impacted

and

performed

poorly

during

the

pandemic

outbreak.

Your

Fund’s

performance

lagged

during

this

recovery,

in

part

because,

as

explained

above,

it

had

not

declined

as

much

as

the

market

during

the

first

half

of

the

year.

Low

quality

stocks

outperformed

higher

quality

stocks,

which

is

an

environment

in

which

we

would

expect

your

Fund

to

underperform.

Even

still,

your

Fund

finished

the

year

at

all-time

highs.

Expense

Ratio

Reduction

Prior

to

the

11/1/2019

Prospectus,

your

Fund’s

Adviser,

D.F.

Dent

and

Company,

had

agreed

to

maintain

your

Fund’s

expense

ratio

at

a

net

1.10%

on

the

first

$150

million

of

net

assets

and

0.90%

on

net

assets

exceeding

$150

million

by

reimbursing

expenses

and

waiving

management

fees.

Effective

11/1/2019,

your

Fund’s

Adviser

agreed

to

cap

the

expense

ratio

at

0.99%

by

further

reimbursing

expenses

and

waiving

a

portion

of

its

management

fees.

Since

your

Fund’s

inception,

that

was

the

third

voluntary

reduction

in

the

expense

ratio

reflective

of

the

growth

in

Fund

assets.

Your

2020

expense

ratio

of

0.99%

was

the

lowest

in

the

Fund’s

history

as

we

passed

on

to

shareholders

the

economies

of

scale

resulting

from

the

Fund’s

growth

in

assets

under

management.

Brokerage

trading

commissions

were

once

again

less

than

$.01

per

share

of

the

Fund

for

the

entire

year

of

2020.

Portfolio

Turnover

For

the

calendar

year

2020,

portfolio

turnover

was

27.6%,

somewhat

higher

than

the

16.6%

average

for

the

life

of

your

Fund.

Portfolio

turnover

was

slightly

higher

this

year

given

the

volatility

in

the

market.

We

stress-tested

all

of

our

stocks

during

the

pandemic,

which

led

us

to

exit

some

positions.

We

used

market

weakness

in

the

first

3

DF

DENT

GROWTH

FUNDS

DF

DENT

PREMIER

GROWTH

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

DECEMBER

31,

2020

half

of

the

year

to

add

to

existing

holdings

and

initiate

new

ones,

and

strength

in

the

second

half

of

the

year

to

trim

some

stocks

as

their

valuations

increased.

There

is

no

numerical

target

for

Fund

turnover

as

it

is

the

result

of

portfolio

management

decisions.

However,

average

portfolio

turnover

still

remains

well

below

your

Fund’s

peer

group

average

of

about

60%.

Low

turnover

is

another

factor

in

keeping

expenses

down.

2020

Strategic

Themes

As

described

further

within

the

Trends

and

Strategies

section

of

the

Management

Discussion

and

Financial

Performance,

two

strategic

themes

contributed

heavily

to

your

Fund’s

2020

performance

results.

Both

these

themes

were

in

place

at

the

beginning

of

2020

but

benefited

greatly

from

the

COVID-19

pandemic.

1.

Cloud-based

software

DF

Dent

recognized

the

prevalence

of

software

in

our

daily

lives

and

throughout

the

economy

many

years

ago.

Entertainment,

work

place,

home,

travel

and

transportation-

very

little

goes

on

without

being

facilitated

by

software.

It

is

ubiquitous

and

pervasive.

Cloud-based

software

as

a

service

(SaaS)

has

become

the

preferred

means

of

delivering

software.

This

has

created

a

number

of

niche

markets

which

did

not

exist

before.

Entrepreneurs

recognized

this

opportunity

and

jumped

in.

These

entrepreneurs

are

a

somewhat

different

breed,

not

being

overly

worried

about

short-term

earnings

but

very

driven

to

dominate

their

specific

niches.

Your

Fund

has

positions

in

the

following

companies

in

these

niche

markets:

Atlassian

Corp.-

Collaborative

software

BlackLine-

Business

accounting

software

Crowdstrike

and

Qualys-

Cyber

security

Guidewire

Software-

Property

and

casualty

insurance

software

Okta-

Identity

management

Twilio-

B

to

B

and

B

to

C

interactive

software

Veeva–

Business

solutions

for

the

life

sciences

industry

vertical

4

DF

DENT

GROWTH

FUNDS

DF

DENT

PREMIER

GROWTH

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

DECEMBER

31,

2020

These

companies

are

some

of

the

fastest

growing

investments

in

the

Fund

and

generated

some

of

the

highest

returns

in

2020

as

analyzed

in

the

Management

Discussion

of

Fund

Performance

Section

of

this

report

beginning

on

page

8.

2.

Life

Sciences

The

mapping

of

the

human

genome

along

with

DNA

sequencing

are

viewed

by

your

Adviser

as

a

long-

term

“game

changer”

in

medicine.

Discovery

of

genetic

mutations

and

the

predisposition

to

certain

diseases

has

unlocked

some

of

the

mysteries

in

medicine,

and

researchers

are

on

the

forefront

of

further

discoveries

in

this

field.

Your

Fund

has

been

a

long-term

investor

in

Bio-Techne,

a

supplier

of

assays

and

reagents

consumed

in

genomic

research.

This

past

year

your

Adviser

built

up

positions

in

Thermo

Fisher

and

Danaher,

increasing

the

commitment

in

life

sciences.

These

companies

were

especially

well

positioned

to

address

the

global

research

efforts

to

develop

testing

for

COVID-19

and

the

search

for

vaccines.

Earnings

of

all

three

companies

exceeded

expectations,

and

each

appreciated

more

than

43%

in

the

Fund

in

2020.

Asset

Allocation*

*

Percentage

calculated

based

on

total

value

of

investments

for

the

period

ended

December

31,

2020.

From

the

Fund’s

inception

(07/16/2001)

through

06/30/2015,

your

Adviser

used

a

market

capitalization

range

of

$1.5

to

$7.0

billion

to

define

mid-capitalization

companies,

with

companies

below

and

above

this

range

representing

small

and

large

caps

respectively.

On

11/01/2015

we

adjusted

the

ranges

upwards

to

reflect

the

overall

increase

of

market

capitalization

levels

over

the

prior

14

years

so

that

the

market

capitalization

range

of

mid-cap

became

$3.0

to

$12.0

billion,

thereby

defining

companies

below

and

above

this

range

as

small

and

large,

respectively.

Beginning

with

the

11/1/2019

Prospectus,

the

Fund

further

increased

the

ceiling

of

the

mid-cap

range

to

$20.0

billion,

making

the

mid-cap

range

$3.0

to

$20.0

billion

and

defining

small

and

large

cap

below

and

above

this

range.

Since

seven

companies

in

the

Fund

have

market

capitalizations

exceeding

$100.0

billion,

we

have

divided

the

previous

Large

Cap

into

two

categories:

Mega

Cap

for

companies

with

market

capitalizations

over

Mega

Capitalization

24.50%

Large

Capitalization

44.32%

Mid

Capitalization

29.12%

Small

Capitalization

1.51%

Reserve

Funds

0.55%

Total

Fund

100.00%

5

DF

DENT

GROWTH

FUNDS

DF

DENT

PREMIER

GROWTH

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

DECEMBER

31,

2020

$100.0

billion

and

Large

Cap

for

those

companies

with

market

capitalizations

in

the

$20.0

to

$100.0

billion

range.

New

Positions

in

the

Portfolio

CrowdStrike

Holdings,

Inc.

(CRWD)

is

an

endpoint

security

company

with

a

cloud-native

platform

that

delivers

multiple

cybersecurity

services

used

to

stop

breaches,

including

after

they

have

occurred.

The

company

leverages

crowdsourced

data

and

Artificial

Intelligence

(AI)-enabled

cloud

analytics

to

stop

threats.

CRWD’s

technology-driven

competitive

advantage

is

further

amplified

by

data-driven

network

effects.

CRWD

is

well-positioned

to

take

share

from

legacy

endpoint

protection

vendors

as

digital

transformation

is

forcing

organizations

to

move

away

from

perimeter-based,

siloed

security

solutions

toward

cloud-based

platform

solutions.

CRWD’s

management

team

has

done

an

admirable

job

of

steadily

building

CRWD’s

brand

and

reputation,

expanding

its

total

addressable

market

through

the

addition

of

new

modules,

and

maintaining

the

focus

on

defeating

the

cyber

“adversary.”

We

believe

CRWD

can

compound

its

earnings

and

free

cash

flow

at

a

high

rate

for

a

long

period

of

time.

Guidewire

Software,

Inc.

(GWRE)

is

a

provider

of

software

tailored

for

the

global

property

and

casualty

(P&C)

insurance

industry.

The

P&C

industry

is

experiencing

relatively

rapid

technological

change

with

respect

to

distribution,

underwriting,

and

claims.

GWRE’s

mission

is

to

help

its

clients

successfully

make

that

transition.

This

technological

change

is

forcing

P&C

companies

to

switch

from

their

legacy

systems

to

new

systems.

GWRE

has

the

leading

core

operating

system

in

the

space

and

is

reaping

the

benefits

of

this

secular

tailwind.

We

expect

GWRE

to

continue

gaining

market

share

by

signing

new

clients

to

its

core

product

and

building

and

acquiring

additional

systems

and

modules

to

sell

to

existing

customers.

We

believe

that

GWRE’s

has

strong

revenue

growth

prospects

going

forward.

Qualcomm,

Inc.

(QCOM)

is

a

leader

in

the

design

and

marketing

of

semiconductors

for

smartphones

and

other

connected

devices.

We

have

long

respected

the

management

team,

and

QCOM

enjoys

a

substantial

moat

around

its

business,

which

consists

of

intellectual

property

investments

and

deep

industry

relationships.

Over

the

next

few

years,

we

expect

earnings

will

grow

driven

by

adoption

of

higher-priced

5G

cellular

modems

and

opportunities

in

new

markets.

5G

technology

promises

to

expand

cellular

connectivity

beyond

mobile

phones

into

new

adjacent

markets

like

automotive,

connected

laptops,

and

Internet

of

Things

(IoT),

which

should

serve

to

expand

QCOM’s

total

addressable

market.

Additionally,

the

resolution

of

recent

customer

disputes

and

anti-trust

investigations

reinforces

our

longer-term

conviction

in

the

business,

and

in

our

view

helps

de-risk

QCOM

as

a

stock.

Market

Outlook

In

your

most

recent

Annual

Report

(06/30/2020),

your

Adviser

cautioned

investors

of

the

risk

inherent

within

the

“crowded

trade”

of

what

had

become

known

as

the

FANG

stocks

(Facebook,

Amazon,

Netflix,

and

Google).

A

graph

on

page

4

showed

how

these

stocks

had

outperformed

the

S&P

500

Index

while

the

Index

without

these

stocks

had

essentially

flat

lined

for

the

past

five

years

ending

June

30,

2020.

These

four

stocks

plus

Apple

made

up

the

S&P

5,

which

peaked

in

early

September.

While

the

S&P

5

has

declined

since

its

peak

on

6

DF

DENT

GROWTH

FUNDS

DF

DENT

PREMIER

GROWTH

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

DECEMBER

31,

2020

September

2,

2020

the

S&P

495

(

the

Index

minus

the

S&P

5

)

is

up

over

15%

from

September

2,

2020

to

December

31,

2020

(source:

Bank

Credit

Analyst).

As

we

look

ahead,

we

are

somewhat

cautious

given

that

the

market

has

had

a

tremendous

run

over

the

last

decade,

with

the

most

recent

two

years

returning

more

than

55%

for

the

S&P

500

and

nearly

90%

for

the

Russell

3000

Growth

Index.

We

anticipate

that

news

should

be

incrementally

more

positive

than

negative

for

the

first

part

of

2021,

so

the

market

may

have

a

slight

upside

bias.

The

improvement

in

overall

market

breadth

since

the

election

and

positive

vaccine

announcements

would

seem

consistent

with

such

an

outlook.

With

bond

rates

so

low,

investors

are

likely

to

continue

to

look

to

other

asset

classes

for

returns.

The

dividend

yield

on

the

S&P

500

remains

well

above

the

yield

on

the

10-year

treasury.

Even

with

the

likelihood

of

more

muted

returns

in

the

equity

markets,

stocks

continue

to

provide

an

attractive

alternative

versus

fixed

income.

In

fact

a

new

acronym

in

investors’

equity

lexicon

is

“TINA”

-

There

Is

No

Alternative.

While

the

trend

may

continue

upward

in

2021,

any

substantial

gains

may

be

borrowing

from

future

returns.

Significant

risks

remain.

The

issues

of

higher

interest

rates,

higher

taxes,

inflation,

the

durability

and

effectiveness

of

the

vaccine,

and

elevated

unemployment

may

weigh

on

the

market.

While

earnings

growth

is

expected

to

be

strong

in

2021,

many

companies

are

still

only

getting

back

to

2019

levels.

Valuations

appear

elevated

by

historic

measures,

even

taking

into

account

low

interest

rates.

As

such,

we

suspect

earnings

growth

will

be

the

more

important

factor

to

move

stocks

higher.

Additionally,

as

noted,

a

handful

of

mega-cap

technology

stocks

account

for

a

disproportionate

percentage

of

major

market

indices,

and

the

performance

of

the

indices

will

depend

heavily

on

the

performance

of

those

stocks.

Having

done

very

well

for

the

past

several

years,

those

stocks

may

be

poised

for

a

pause.

Both

of

these

factors

lead

us

to

believe

that

stock

selection

will

be

much

more

important

going

forward

than

in

the

past

few

years

when

investing

in

indices

broadly

has

led

to

solid

gains.

We

believe

that

our

process

of

in-depth

company

research

and

stock

picking

are

well

suited

to

such

a

market.

While

predicting

market

movements

in

the

near

term

or

anticipating

tail

risk

events

is

difficult,

at

best,

and

a

fool’s

errand,

at

worst,

one

of

the

many

benefits

of

having

an

experienced

investment

team

is

the

perspective

that

it

provides

us

in

times

of

uncertainty.

While

we

fortunately

had

not

lived

through

a

global

pandemic

prior

to

2020,

members

of

our

investment

team

have

lived

through

many

crises

and

their

aftermath,

including

the

Savings

&

Loan

crisis

of

the

1980s,

the

dot-com

boom

and

bust

of

the

late

‘90s

and

early

2000s,

the

September

11th

terrorist

attacks,

and

the

Global

Financial

Crisis,

amongst

others.

This

provides

perspective

and

it

teaches

patience,

persistence,

and

perseverance.

It

helps

reminds

us

that

exogenous

factors

will

continue

to

shock

markets

over

time.

Rather

than

attempt

to

predict

them,

we

have

learned

to

maintain

composure

in

the

face

of

crises,

and

most

importantly

to

stick

to

our

process.

We

have

learned

to

assess

risk

and

reward

and

the

probability

of

future

events

in

order

to

frame

our

investment

approach.

As

we

have

in

the

past,

we

will

aim

to

use

the

many

lessons

learned

throughout

2020

to

make

us

better

investors

going

forward.

7

DF

DENT

GROWTH

FUNDS

DF

DENT

PREMIER

GROWTH

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

DECEMBER

31,

2020

We

welcome

the

past

year’s

new

investors

and

appreciate

the

loyalty

of

our

long-term

shareholders.

We

will

continue

to

work

diligently

to

earn

your

trust.

Respectively

Submitted,

IMPORTANT

INFORMATION:

Investing

involves

risks,

including

the

possible

loss

of

principal.

The

DF

Dent

Premier

Growth

Fund

(“Premier

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

Premier

Fund

will

typically

invest

in

the

securities

of

fewer

issuers.

If

the

Premier

Fund’s

portfolio

is

over

weighted

in

a

sector,

any

negative

development

affecting

that

sector

will

have

a

greater

impact

on

the

Premier

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.

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.

Daniel

F.

Dent

Bruce

L.

Kennedy

Matthew

F.

Dent

8

DF

DENT

GROWTH

FUNDS

DF

DENT

PREMIER

GROWTH

FUND

MANAGEMENT

DISCUSSION

OF

FUND

PERFORMANCE

DECEMBER

31,

2020

Recent

Performance

For

the

year

ending

December

31,

2020,

the

DF

Dent

Premier

Growth

Fund

(the

“Fund”)

experienced

a

total

return

of

+28.33%

versus

a

total

return

of

+18.40%

for

the

S&P

500

Index

(the

“Index”),

the

benchmark

we

use

for

performance

comparisons.

Performance

versus

the

Index

for

various

periods

ending

December

31,

2020

was

as

follows:

Past

performance

is

not

indicative

of

future

performance.

The

US

stock

markets

and

your

Fund

were

influenced

by

two

seminal

events

in

2020:

Realization

late

in

the

first

quarter

of

the

severity

of

the

COVID-19

pandemic

upon

world

health

and

its

impact

upon

the

world

economies.

Optimism

in

the

fourth

quarter

of

the

reopening

of

these

economies

with

the

approval

of

new

vaccines

to

control

the

pandemic.

The

Fund

was

well

positioned

during

the

first

half

of

the

year,

outperforming

the

Index

by

over

10%

largely

because

of

its

positions

in

Life

Sciences

companies

which

discover

and

supply

“tools”

used

in

the

research

to

develop

and

produce

therapeutics

and

vaccines.

Also,

the

Fund’s

holdings

of

cloud-based

software

companies

in

many

cases

benefited

from

the

work

from

home

(WFH)

shift

within

the

economy.

These

companies

performed

well

over

the

course

of

the

year.

As

observed

in

the

above

table,

the

Fund

underperformed

in

the

second

half

of

2020

because

of

its

underweighting

in

the

FANG

stocks

(Facebook,

Amazon,

Netflix,

and

Google)

as

well

as

Apple

and

Microsoft

through

August,

which

dominated

the

weighting

and

performance

of

the

Index

through

August.

The

hope

for

reopening

of

the

economy

benefited

the

more

cyclical

stocks

versus

growth

stocks

in

the

last

two

months

of

the

year.

The

Fund’s

return

of

+19.25%

in

the

final

six

months

of

the

year

was

not

enough

to

beat

the

Index,

which

returned

22.16%

during

the

same

period.

Period

Ending

12/31/2020

DF

Dent

Premier

Growth

Fund

S&P

500

Index

Outperformance

(Underperformance)

Six

Months

+

19.25%

+

22.16%

-

2.91%

Twelve

Months

+

28.33%

+

18.40%

+

9.93%

Three

Years

(annualized)

+

23.15%

+

14.18%

+

8.97%

Three

Years

(cumulative)

+

86.79%

+

48.85%

+

37.94%

Five

Years

(annualized)

+

20.33%

+

15.22%

+

5.11%

Five

Years

(cumulative)

+

152.24%

+

103.04%

+

49.20%

Ten

Years

(annualized)

+

15.65%

+

13.88%

+

1.77%

Ten

Years

(cumulative)

+

327.90%

+

267.00%

+

60.90%

Since

Inception

(7/16/2001)

(annualized)

+

10.89%

+

8.16%

+

2.73%

Since

Inception

(7/16/2001)

(cumulative)

+

647.21%

+

360.56%

+

286.65%

9

DF

DENT

GROWTH

FUNDS

DF

DENT

PREMIER

GROWTH

FUND

MANAGEMENT

DISCUSSION

OF

FUND

PERFORMANCE

DECEMBER

31,

2020

Sector

Allocation

and

Attribution

Allocation

The

following

bar

chart

presents

the

sector

weightings

of

your

Fund

(DFDPX)

versus

the

sector

weightings

of

the

Index

as

of

December

31,

2020:

Source:

FactSet

The

Index

is

composed

of

11

Sectors

(not

including

cash

reserves

in

the

above

bar

chart).

The

Fund

again

had

no

investments

in

Utilities,

Energy,

or

Consumer

Staples

on

December

31,

2020.

Of

the

remaining

eight

Sectors,

your

Fund

outperformed

five

Sectors,

underperformed

in

two

(Consumer

Discretionary

and

Materials)

representing

12.47%

of

the

portfolio,

and

was

in

a

virtual

tie

for

its

performance

with

the

Index

in

Information

Technology

with

a

28%

weighting.

The

greatest

weighting

increase

in

the

calendar

year

was

Health

Care

from

17.9%

to

23.3%.

That

Sector’s

return

of

+37.1%

for

the

Fund

versus

that

Sector’s

return

of

13.5%

within

the

Index

contributed

4.76%,

or

almost

half

of

the

Fund’s

9.93%

outperformance

in

2020.

10

DF

DENT

GROWTH

FUNDS

DF

DENT

PREMIER

GROWTH

FUND

MANAGEMENT

DISCUSSION

OF

FUND

PERFORMANCE

DECEMBER

31,

2020

Attribution

The

preceding

table

summarizes

the

weightings

as

of

December

31,

2020

and

performance

for

calendar

year

2020

by

the

five

major

Sectors

which

represented

82.2%

of

your

Fund

at

year

end

and

8.88%

of

the

Fund’s

9.93%

excess

return

over

the

Index

in

2020.

These

five

largest

Sectors

outperformed

the

Index

while

the

Fund’s

two

smallest

weightings

underperformed.

Consumer

Discretionary

underperformed

owing

to

Marriott,

which

was

sold,

and

Amazon,

which

was

underweighted

at

2.76%

in

the

Fund

despite

the

fact

that

it

appreciated

76.26%

in

your

Fund

in

2020.

Health

Care’s

strong

contribution

came

from

+45.3%

total

returns

from

Danaher

and

Bio-Techne,

a

long-term

Fund

holding,

and

a

+43.7%

return

from

Thermo

Fisher

Scientific.

All

three

of

these

companies

are

tools

companies

for

Life

Sciences,

as

previously

noted,

and

are

expected

to

be

significant

beneficiaries

of

spending

to

discover

and

produce

new

therapeutics

and

vaccines.

Yet

IDEXX

Laboratories

once

again

was

the

best

individual

performer

within

Health

Care

delivering

a

+116.71%

total

return

to

the

Fund

in

2020.

Trends

and

Strategies

Two

strategic

themes

within

the

Fund

were

important

contributors

to

your

2020

performance

result.

1.

Life

Sciences.

Three

companies

(Danaher,

Thermo

Fisher

Scientific,

and

Bio-Techne)

representing

10.67%

of

the

Fund

develop

instruments

and

consumables

for

life

science

research

and

clinical

diagnostics.

Each

company

was

extremely

well

positioned

to

supply

these

tools

used

in

laboratory

research

to

develop

therapeutics,

testing

methods

and

vaccines

for

COVID-19.

Consequently

each

of

these

stocks

appreciated

over

40%,

making

strong

contributions

to

the

Fund

in

2020.

2.

Cloud-Based

Niche

Software.

10

small

positions

in

these

companies

represented

9.59%

of

the

Fund

on

December

31,

2020.

These

tend

to

be

niche-dominating

high-growth

companies,

which

have

performed

extremely

well

and

unfortunately

carry

fairly

extreme

valuations.

How

do

we

deal

with

these

rich

valuations?

Our

strategy

has

been

to

use

a

“basket”

approach

investing

relatively

small

amounts

in

each

company.

This

approach

assures

that

your

Fund

has

even

a

modest

position

in

each

company

when

we

cannot

tell

with

any

certainty

which

companies

might

become

the

big

winners.

We

conduct

numerous

valuation

studies

using

various

growth

assumptions,

but

these

assumptions

and

discount

rates

applied

to

future

growth

are

still

highly

conjectural.

Returns

to

the

Fund

in

2020

varied

from

+244%

in

the

case

of

Twilio

and

+120%

for

OKTA

to

-15%

for

PROS

Holdings.

As

a

longer-term

holding,

PROS

has

still

more

than

doubled

in

the

Fund

and

was

2019’s

best

performer.

Thus,

we

adopted

a

“basket”

to

help

hedge

against

such

annual

volatility.

The

combined

contribution

Selected

Sectors

of

the

Fund

versus

the

Index

Sector

Fund

Weight

Index

Weight

Fund

Return

Index

Return

Information

Technology

28.8%

28.1%

+

43.5%

+

43.9%

Health

Care

23.3%

13.7%

+

37.1%

+

13.5%

Industrials

15.2%

8.5%

+

31.1%

+

10.8%

Financials

7.6%

10.6%

+

7.2%

-

1.8%

Real

Estate

7.3%

2.4%

+

2.2%

-

2.4%

11

DF

DENT

GROWTH

FUNDS

DF

DENT

PREMIER

GROWTH

FUND

MANAGEMENT

DISCUSSION

OF

FUND

PERFORMANCE

DECEMBER

31,

2020

of

these

10

companies

to

the

Fund’s

2020

return

was

+5.76%.

Another

way

of

looking

at

this

is

that

their

9.59%

year

end

position

represented

+5.76%

of

the

Fund’s

2020

return

of

+28.33%,

or

their

share

of

the

year’s

performance

was

20.33%,

twice

their

weighting.

They

certainly

“punched

above

their

weight,”

a

boxing

metaphor

that

suggests

that

one

performs

or

achieves

at

a

level

beyond

expectations

based

on

qualifications

(in

this

case,

portfolio

weighting).

*Qualcomm,

Inc.

had

a

smaller

gain

of

$168,902,

but

was

purchased

in

December

2020.

The

best

and

worst

individual

stock

performers

for

the

year

2020

regardless

of

portfolio

weightings

were:

The

above

best

performers,

while

not

on

the

largest

equity

holdings

list

on

the

following

page,

are

examples

of

those

stocks

which

“punched

above

their

weight”.

Best

and

Worst

Performers

Five

Best

Contributors

Investments

Fund

Net

Realized

and

Unrealized

Appreciation

and

Income

For

the

Year

2020

Fund

Per

Share

As

of

12/31/20

BlackLine,

Inc.

$

8,749,847

$

0.98

Amazon.com,

Inc.

6,925,375

0.78

Intuitive

Surgical,

Inc.

5,426,443

0.61

Thermo

Fisher

Scientific,

Inc.

4,760,952

0.53

Danaher

Corp.

4,511,043

0.50

$

30,373,660

$

3.40

Five

Worst

Contributors

Investments

Fund

Net

Realized

and

Unrealized

Gain/(Loss)

and

Income

For

the

Year

2020

Fund

Per

Share

As

of

12/31/20

Marriott

International,

Inc.

$

(4,545,201

)

$

(0.51

)

Markel

Corp.

(1,212,248

)

(0.14

)

Brooks

Automation,

Inc.

(1,195,803

)

(0.13

)

American

Tower

Corp.

REIT

(723,987

)

(0.08

)

PROS

Holdings,

Inc.

484,981

0.05

$

(7,192,258

)

$

(0.81

)

Best

Worst

Twilio,

Inc.

+

244.42%

Marriott

International

,

Inc.

-

53.20%

BlackLine,

Inc.

+

158.69%

Brooks

Automation,

Inc.

-

27.10%

Okta,

Inc.

+

120.39%

PROS

Holdings,

Inc.

-

15.27%

IDEXX

Lab.,

Inc.

+

116.71%

Markel

Corp.

-

9.61%

Veeva

Systems,

Inc.

Class

A

+

93.55%

American

Tower

Corp.

REIT

-

0.48%

12

DF

DENT

GROWTH

FUNDS

DF

DENT

PREMIER

GROWTH

FUND

MANAGEMENT

DISCUSSION

OF

FUND

PERFORMANCE

DECEMBER

31,

2020

Capital

Gains

Distribution

Policy

As

previously

reported,

it

is

the

Adviser’s

policy

to

distribute

all

net

realized

capital

gains

in

December

of

each

year.

The

history

of

capital

gain

distributions

by

year

and

amount

per

share

has

been:

A

shareholder

who

initially

invested

$10.00

at

inception

(07/16/2001)

and

then

subsequently

reinvested

all

the

above

cash

distributions

at

the

time

of

each

distribution

would

have

accumulated

a

total

value

of

$74.72

($10

initial

investment

plus

$64.72

income

and

appreciation

of

reinvestments).

The

difference

between

$74.72

and

the

12/31/2020

share

price

of

$45.34

is

the

reinvestment

of

prior

cash

distributions

each

year

in

additional

shares

and

the

appreciation

of

those

reinvestments.

If

that

shareholder

had

invested

instead

$10

in

the

Index

at

inception,

the

total

value

before

deducting

the

Index

Fund’s

advertised

low

fees

would

have

been

$46.06

($10

initial

investment

plus

$36.06

income

and

appreciation

of

reinvestments).

Thus,

your

Fund

has

79.48%

more

return

than

the

Index

(Fund

appreciation

and

income

reinvested

of

$64.72

divided

by

Index

appreciation

and

income

of

$36.06).

This

is

the

result

of

reinvestment

and

compound

interest,

once

described

by

Albert

Einstein

as

“The

greatest

invention

of

mankind”.

FIVE

LARGEST

EQUITY

HOLDINGS

December

31,

2020

It

is

the

Adviser’s

policy

in

managing

this

growth

fund

to

allow

investments

to

become

the

largest

positions

through

appreciation

rather

than

committing

large

amounts

of

capital

to

become

the

largest

positions.

Consequently,

the

largest

cost

position

in

the

above

list

of

five

large

positions

is

Thermo

Fisher

whose

cost

represented

2.19%

December

Amount

per

Share

2005

$

0.10

2006

0.17

2007

0.24

2008

0.27

2015

3.32

2016

1.08

2017

2.85

2018

2.48

2019

2.61

2020

1.03

Total

$

14.15

Quantity

Security

Total

Cost

Market

Value

Percent

of

Net

Assets

of

the

Fund

98,384

Visa,

Inc.

$

3,989,275

$

21,519,532

5.31%

48,344

Mastercard,

Inc.,

Class

A

8,180,869

17,255,907

4.26  

20,552

Intuitive

Surgical,

Inc.

6,590,667

16,813,591

4.15 

33,519

Thermo

Fisher

Scientific,

Inc.

8,883,418

15,612,480

3.86

65,650

Danaher

Corp.

8,200,665

14,583,491

3.60 

$

35,844,894

$

85,785,001

21.18%

13

DF

DENT

GROWTH

FUNDS

DF

DENT

PREMIER

GROWTH

FUND

MANAGEMENT

DISCUSSION

OF

FUND

PERFORMANCE

DECEMBER

31,

2020

of

the

Fund

compared

with

its

market

value

of

3.86%

of

the

Fund

on

12/31/2020.

Its

cost

basis

is

higher

since

Thermo

Fisher

represents

a

more

recent

investment

than

others.

The

Fund

did

not

invest

in

any

derivative

securities

in

2020.

The

views

in

this

report

were

those

of

the

Fund’s

Adviser

as

of

December

31,

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.

14

DF

DENT

GROWTH

FUNDS

DF

DENT

PREMIER

GROWTH

FUND

PERFORMANCE

CHART

AND

ANALYSIS

DECEMBER

31,

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

1.15%.

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,

2021

(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.

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.

Average

Annual

Total

Returns

Periods

Ended

December

31,

2020

One

Year

Five

Year

Ten

Year

DF

Dent

Premier

Growth

Fund

28.33%

20.33%

15.65%

S&P

500

Index

18.40%

15.22%

13.88%

15

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

PREMIER

GROWTH

FUND

SCHEDULE

OF

INVESTMENTS

DECEMBER

31,

2020

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

as

of

December

31,

2020. 

The

inputs

or

methodology

used

for

valuing

securities

are

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

For

more

information

on

valuation

inputs,

and

their

aggregation

into

the

levels

used

in

the

table

below,

please

refer

to

the

Security

Valuation

section

in

Note

2

of

the

accompanying

Notes

to

Financial

Statements.

The

Level

1

value

displayed

in

this

table

is

Common

Stock.

Refer

to

this

Schedule

of

Investments

for

a

further

breakout

of

each

security

by

industry.

Shares

Security

Description

Value

Common

Stock

-

99.6%

Communication

Services

-

4.7%

5,106‌

Alphabet,

Inc.,

Class C 

(a)

$

8,945,099‌

4,600‌

Cable

One,

Inc.

10,247,512‌

19,192,611‌

Consumer

Discretionary

-

6.6%

3,434‌

Amazon.com,

Inc. 

(a)

11,184,297‌

115,967‌

CarMax,

Inc. 

(a)

10,954,243‌

21,606‌

Dollar

General

Corp.

4,543,742‌

26,682,282‌

Financials

-

7.6%

11,817‌

Markel

Corp. 

(a)

12,210,506‌

23,377‌

Moody's

Corp.

6,784,941‌

36,274‌

S&P

Global,

Inc.

11,924,352‌

30,919,799‌

Health

Care

-

23.3%

41,274‌

Bio-Techne

Corp.

13,106,559‌

65,650‌

Danaher

Corp.

14,583,491‌

14,128‌

IDEXX

Laboratories,

Inc. 

(a)

7,062,163‌

35,734‌

Illumina,

Inc. 

(a)

13,221,580‌

20,552‌

Intuitive

Surgical,

Inc. 

(a)

16,813,591‌

28,727‌

Teleflex,

Inc.

11,823,172‌

33,519‌

Thermo

Fisher

Scientific,

Inc.

15,612,480‌

8,033‌

Veeva

Systems,

Inc.,

Class A 

(a)

2,186,984‌

94,410,020‌

Industrials

-

15.3%

6,371‌

CoStar

Group,

Inc. 

(a)

5,888,588‌

151,186‌

Fastenal

Co.

7,382,412‌

95,330‌

HEICO

Corp.,

Class A

11,159,330‌

19,512‌

Roper

Technologies,

Inc.

8,411,428‌

18,436‌

TransDigm

Group,

Inc. 

(a)

11,409,119‌

37,331‌

Verisk

Analytics,

Inc.

7,749,542‌

95,430‌

Waste

Connections,

Inc.

9,788,255‌

61,788,674‌

Information

Technology

-

28.8%

33,400‌

ANSYS,

Inc. 

(a)

12,150,920‌

9,695‌

Atlassian

Corp.

PLC,

Class A 

(a)

2,267,370‌

106,172‌

Black

Knight,

Inc. 

(a)

9,380,296‌

86,029‌

BlackLine,

Inc. 

(a)

11,474,548‌

13,790‌

Crowdstrike

Holdings,

Inc.,

Class A 

(a)

2,920,998‌

47,307‌

Envestnet,

Inc. 

(a)

3,892,893‌

37,566‌

Guidewire

Software,

Inc. 

(a)

4,835,871‌

48,344‌

Mastercard,

Inc.,

Class A

17,255,907‌

19,760‌

Okta,

Inc. 

(a)

5,024,178‌

120,385‌

PROS

Holdings,

Inc. 

(a)

6,111,946‌

67,790‌

QUALCOMM,

Inc.

10,327,129‌

34,346‌

Qualys,

Inc. 

(a)

4,185,747‌

10,020‌

Twilio,

Inc. 

(a)

3,391,770‌

Shares

Security

Description

Value

Information

Technology

-

28.8%

(continued)

4,700‌

Tyler

Technologies,

Inc. 

(a)

$

2,051,644‌

98,384‌

Visa,

Inc.,

Class A

21,519,532‌

116,790,749‌

Materials

-

5.9%

51,409‌

Ecolab,

Inc.

11,122,851‌

86,282‌

Vulcan

Materials

Co.

12,796,484‌

23,919,335‌

Real

Estate

-

7.4%

56,581‌

American

Tower

Corp.

REIT

12,700,171‌

164,438‌

CBRE

Group,

Inc.,

Class A 

(a)

10,313,552‌

23,823‌

SBA

Communications

Corp.

REIT

6,721,183‌

29,734,906‌

Total

Common

Stock

(Cost

$202,818,524)

403,438,376‌

Investments,

at

value

-

99.6%

(Cost

$202,818,524)

$

403,438,376‌

Other

Assets

&

Liabilities,

Net

-

0.4%

1,644,388‌

Net

Assets

-

100.0%

$

405,082,764‌

PLC

Public

Limited

Company

REIT

Real

Estate

Investment

Trust

(a)

Non-income

producing

security.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

403,438,376‌

Level

2

-

Other

Significant

Observable

Inputs

–‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

403,438,376‌

16

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

PREMIER

GROWTH

FUND

SCHEDULE

OF

INVESTMENTS

DECEMBER

31,

2020

PORTFOLIO

HOLDINGS

%

of

Total

Net

Assets

Communication

Services

4.7‌%

Consumer

Discretionary

6.6‌%

Financials

7.6‌%

Health

Care

23.3‌%

Industrials

15.3‌%

Information

Technology

28.8‌%

Materials

5.9‌%

Real

Estate

7.4‌%

Other

Assets

&

Liabilities,

Net

0.4‌%

100.0%

17

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

PREMIER

GROWTH

FUND

STATEMENT

OF

ASSETS

AND

LIABILITIES

DECEMBER

31,

2020

ASSETS

Investments,

at

value

(Cost

$202,818,524)

$

403,438,376‌

Cash

1,223,637‌

Receivables:

Fund

shares

sold

1,492,523‌

Investment

securities

sold

7,960,271‌

Dividends

and

interest

112,468‌

Prepaid

expenses

13,703‌

Total

Assets

414,240,978‌

LIABILITIES

Payables:

Investment

securities

purchased

7,736,230‌

Fund

shares

redeemed

538,610‌

Accrued

Liabilities:

Investment

adviser

fees

852,680‌

Trustees’

fees

and

expenses

394‌

Fund

services

fees

18,761‌

Other

expenses

11,539‌

Total

Liabilities

9,158,214‌

NET

ASSETS

$

405,082,764‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

203,287,099‌

Distributable

earnings

201,795,665‌

NET

ASSETS

$

405,082,764‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

8,933,689‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE*

$

45.34‌

*

Shares

redeemed

or

exchanged

within

60

days

of

purchase

are

charged

a

2.00%

redemption

fee.

18

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

PREMIER

GROWTH

FUND

STATEMENT

OF

OPERATIONS

SIX

MONTHS

ENDED

DECEMBER

31,

2020

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$7,654)

$

765,699‌

Interest

income

1,479‌

Total

Investment

Income

767,178‌

EXPENSES

Investment

adviser

fees

1,847,704‌

Fund

services

fees

140,207‌

Custodian

fees

15,808‌

Registration

fees

13,324‌

Professional

fees

27,868‌

Trustees'

fees

and

expenses

6,046‌

Other

expenses

29,985‌

Total

Expenses

2,080,942‌

Fees

waived

(233,238‌)

Net

Expenses

1,847,704‌

NET

INVESTMENT

LOSS

(1,080,526‌)

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

on

investments

8,248,387‌

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

58,551,942‌

NET

REALIZED

AND

UNREALIZED

GAIN

66,800,329‌

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

65,719,803‌

19

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

PREMIER

GROWTH

FUND

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

For

the

Six

Months

Ended

December

31,

2020

For

the

Year

Ended

June

30,

2020

OPERATIONS

Net

investment

loss

$

(1,080,526‌)

$

(757,408‌)

Net

realized

gain

8,248,387‌

9,311,763‌

Net

change

in

unrealized

appreciation

(depreciation)

58,551,942‌

34,998,959‌

Increase

in

Net

Assets

Resulting

from

Operations

65,719,803‌

43,553,314‌

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

(9,000,041‌)

(16,761,622‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

26,255,282‌

147,836,272‌

Reinvestment

of

distributions

8,533,709‌

15,466,559‌

Redemption

of

shares

(30,140,899‌)

(58,387,306‌)

Redemption

fees

3,557‌

–‌

Increase

in

Net

Assets

from

Capital

Share

Transactions

4,651,649‌

104,915,525‌

Increase

in

Net

Assets

61,371,411‌

131,707,217‌

NET

ASSETS

Beginning

of

Period

343,711,353‌

212,004,136‌

End

of

Period

$

405,082,764‌

$

343,711,353‌

SHARE

TRANSACTIONS

Sale

of

shares

619,092‌

4,134,020‌

Reinvestment

of

distributions

194,878‌

434,698‌

Redemption

of

shares

(713,326‌)

(1,665,992‌)

Increase

in

Shares

100,644‌

2,902,726‌

20

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

period

.

For

the

Six

Months

Ended

December

31,

2020

For

the

Years

Ended

June

30,

2020

2019

2018

2017

2016

NET

ASSET

VALUE,

Beginning

of

Period

$

38.91‌

$

35.75‌

$

32.13‌

$

28.22‌

$

24.42‌

$

28.32‌

INVESTMENT

OPERATIONS

Net

investment

loss

(a)

(0.12‌)

(0.11‌)

(0.16‌)

(0.15‌)

(0.07‌)

(0.13‌)

Net

realized

and

unrealized

gain

(loss)

7.58‌

5.88‌

6.26‌

6.91‌

4.95‌

(0.45‌)

Total

from

Investment

Operations

7.46‌

5.77‌

6.10‌

6.76‌

4.88‌

(0.58‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

realized

gain

(1.03‌)

(2.61‌)

(2.48‌)

(2.85‌)

(1.08‌)

(3.32‌)

Total

Distributions

to

Shareholders

(1.03‌)

(2.61‌)

(2.48‌)

(2.85‌)

(1.08‌)

(3.32‌)

REDEMPTION

FEES(a)

0.00‌(b)

–‌

–‌

–‌

–‌

–‌

NET

ASSET

VALUE,

End

of

Period

$

45.34‌

$

38.91‌

$

35.75‌

$

32.13‌

$

28.22‌

$

24.42‌

TOTAL

RETURN

19.25‌%(c)

16.82‌%

21.14‌%

24.97‌%

20.62‌%

(2.06‌)%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

405,083‌

$

343,711‌

$

212,004‌

$

173,572‌

$

146,716‌

$

147,003‌

Ratios

to

Average

Net

Assets:

Net

investment

loss

(0.58‌)%(d)

(0.30‌)%

(0.51‌)%

(0.50‌)%

(0.26‌)%

(0.52‌)%

Net

expenses

0.99‌%(d)

1.00‌%

1.07‌%

1.09‌%

1.10‌%

1.09‌%

Gross

expenses

(e)

1.11‌%(d)

1.15‌%

1.20‌%

1.22‌%

1.23‌%

1.22‌%

PORTFOLIO

TURNOVER

RATE

9‌%(c)

23‌%

23‌%

16‌%

13‌%

20‌%

footertext

(a)

Calculated

based

on

average

shares

outstanding

during

each

period.

(b)

Less

than

$0.01

per

share.

(c)

Not

annualized.

(d)

Annualized.

(e)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

21

DF

DENT

GROWTH

FUNDS

DF

DENT

MIDCAP

GROWTH

FUND

PERFORMANCE

CHART

AND

ANALYSIS

DECEMBER

31,

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

–

Investor

Shares

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

1.01%

and

0.94%,

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,

2021

(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

December

31,

2020

One

Year

Five

Year

Since

Inception

(07/01/11)

(1)

DF

Dent

Midcap

Growth

Fund

Investor

Shares

30.42%

20.07%

16.20%

DF

Dent

Midcap

Growth

Fund

Institutional

Shares

(2)

30.57%

20.15%

16.24%

Russell

Midcap

Growth

Index

35.59%

18.66%

14.59%

(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.

22

DF

DENT

GROWTH

FUNDS

DF

DENT

MIDCAP

GROWTH

FUND

PERFORMANCE

CHART

AND

ANALYSIS

DECEMBER

31,

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.

23

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

MIDCAP

GROWTH

FUND

SCHEDULE

OF

INVESTMENTS

DECEMBER

31,

2020

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

as

of

December

31,

2020. 

The

inputs

or

methodology

used

for

valuing

securities

are

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

For

more

information

on

valuation

inputs,

and

their

aggregation

into

the

levels

used

in

the

table

below,

please

refer

to

the

Security

Valuation

section

in

Note

2

of

the

accompanying

Notes

to

Financial

Statements.

The

Level

1

value

displayed

in

this

table

is

Common

Stock.

Refer

to

this

Schedule

of

Investments

for

a

further

breakout

of

each

security

by

industry.

Shares

Security

Description

Value

Common

Stock

-

98.5%

Communication

Services

-

4.2%

12,661‌

Cable

One,

Inc.

$

28,205,163‌

Consumer

Discretionary

-

4.6%

70,981‌

Bright

Horizons

Family

Solutions,

Inc. 

(a)

12,279,003‌

198,488‌

CarMax,

Inc. 

(a)

18,749,177‌

31,028,180‌

Financials

-

7.3%

25,073‌

Markel

Corp. 

(a)

25,907,931‌

80,377‌

Moody's

Corp.

23,328,620‌

49,236,551‌

Health

Care

-

18.1%

88,701‌

Bio-Techne

Corp.

28,167,003‌

18,643‌

IDEXX

Laboratories,

Inc. 

(a)

9,319,076‌

63,928‌

Illumina,

Inc. 

(a)

23,653,360‌

17,172‌

Intuitive

Surgical,

Inc. 

(a)

14,048,413‌

12,611‌

Masimo

Corp. 

(a)

3,384,540‌

65,747‌

Teleflex,

Inc.

27,059,493‌

56,725‌

Veeva

Systems,

Inc.,

Class A 

(a)

15,443,381‌

121,075,266‌

Industrials

-

21.9%

19,390‌

CoStar

Group,

Inc. 

(a)

17,921,789‌

342,020‌

Fastenal

Co.

16,700,837‌

124,117‌

HEICO

Corp.,

Class A

14,529,136‌

45,335‌

Old

Dominion

Freight

Line,

Inc.

8,848,485‌

48,700‌

Roper

Technologies,

Inc.

20,994,083‌

34,145‌

TransDigm

Group,

Inc. 

(a)

21,130,633‌

126,360‌

Verisk

Analytics,

Inc.

26,231,072‌

199,036‌

Waste

Connections,

Inc.

20,415,123‌

146,771,158‌

Information

Technology

-

27.0%

83,318‌

ANSYS,

Inc. 

(a)

30,311,088‌

34,145‌

Atlassian

Corp.

PLC,

Class A 

(a)

7,985,491‌

209,604‌

Black

Knight,

Inc. 

(a)

18,518,513‌

194,625‌

BlackLine,

Inc. 

(a)

25,959,083‌

219,299‌

Brooks

Automation,

Inc.

14,879,437‌

10,991‌

Coupa

Software,

Inc. 

(a)

3,724,960‌

44,463‌

Crowdstrike

Holdings,

Inc.,

Class A 

(a)

9,418,153‌

131,445‌

Envestnet,

Inc. 

(a)

10,816,609‌

91,767‌

Guidewire

Software,

Inc. 

(a)

11,813,166‌

34,818‌

Okta,

Inc. 

(a)

8,852,825‌

301,271‌

PROS

Holdings,

Inc. 

(a)

15,295,529‌

88,552‌

Qualys,

Inc. 

(a)

10,791,832‌

24,948‌

Twilio,

Inc. 

(a)

8,444,898‌

10,044‌

Tyler

Technologies,

Inc. 

(a)

4,384,407‌

181,195,991‌

Shares

Security

Description

Value

Materials

-

8.0%

122,447‌

Ecolab,

Inc.

$

26,492,633‌

180,618‌

Vulcan

Materials

Co.

26,787,456‌

53,280,089‌

Real

Estate

-

7.4%

303,389‌

CBRE

Group,

Inc.,

Class A 

(a)

19,028,558‌

107,518‌

SBA

Communications

Corp.

REIT

30,334,053‌

49,362,611‌

Total

Common

Stock

(Cost

$491,712,746)

660,155,009‌

Investments,

at

value

-

98.5%

(Cost

$491,712,746)

$

660,155,009‌

Other

Assets

&

Liabilities,

Net

-

1.5%

9,873,012‌

Net

Assets

-

100.0%

$

670,028,021‌

PLC

Public

Limited

Company

REIT

Real

Estate

Investment

Trust

(a)

Non-income

producing

security.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

660,155,009‌

Level

2

-

Other

Significant

Observable

Inputs

–‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

660,155,009‌

24

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

MIDCAP

GROWTH

FUND

SCHEDULE

OF

INVESTMENTS

DECEMBER

31,

2020

PORTFOLIO

HOLDINGS

%

of

Total

Net

Assets

Communication

Services

4.2‌%

Consumer

Discretionary

4.6‌%

Financials

7.3‌%

Health

Care

18.1‌%

Industrials

21.9‌%

Information

Technology

27.0‌%

Materials

8.0‌%

Real

Estate

7.4‌%

Other

Assets

&

Liabilities,

Net

1.5‌%

100.0%

25

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

MIDCAP

GROWTH

FUND

STATEMENT

OF

ASSETS

AND

LIABILITIES

DECEMBER

31,

2020

ASSETS

Investments,

at

value

(Cost

$491,712,746)

$

660,155,009‌

Cash

9,171,699‌

Receivables:

Fund

shares

sold

1,814,496‌

Investment

securities

sold

320,685‌

Dividends

and

interest

57,782‌

Prepaid

expenses

24,266‌

Total

Assets

671,543,937‌

LIABILITIES

Payables:

Fund

shares

redeemed

348,577‌

Accrued

Liabilities:

Investment

adviser

fees

1,125,569‌

Trustees’

fees

and

expenses

1,396‌

Fund

services

fees

30,023‌

Other

expenses

10,351‌

Total

Liabilities

1,515,916‌

NET

ASSETS

$

670,028,021‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

507,672,131‌

Distributable

earnings

162,355,890‌

NET

ASSETS

$

670,028,021‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

Investor

Shares

8,753,551‌

Institutional

Shares

10,076,495‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE*

Investor

Shares

(based

on

net

assets

of

$310,865,690)

$

35.51‌

Institutional

Shares

(based

on

net

assets

of

$359,162,331)

$

35.64‌

*

Shares

redeemed

or

exchanged

within

60

days

of

purchase

are

charged

a

2.00%

redemption

fee.

26

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

MIDCAP

GROWTH

FUND

STATEMENT

OF

OPERATIONS

SIX

MONTHS

ENDED

DECEMBER

31,

2020

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$12,912)

$

962,148‌

Interest

income

6,500‌

Total

Investment

Income

968,648‌

EXPENSES

Investment

adviser

fees

1,913,736‌

Fund

services

fees

180,348‌

Transfer

agent

fees:

Investor

Shares

15,947‌

Institutional

Shares

2,497‌

Custodian

fees

20,328‌

Registration

fees:

Investor

Shares

14,402‌

Institutional

Shares

17,869‌

Professional

fees

33,169‌

Trustees'

fees

and

expenses

7,760‌

Investment

adviser

expense

reimbursements

recouped

99,093‌

Other

expenses

35,862‌

Total

Expenses

2,341,011‌

Fees

waived

(58,358‌)

Net

Expenses

2,282,653‌

NET

INVESTMENT

LOSS

(1,314,005‌)

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

loss

on

investments

(608,696‌)

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

102,618,814‌

NET

REALIZED

AND

UNREALIZED

GAIN

102,010,118‌

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

100,696,113‌

27

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

MIDCAP

GROWTH

FUND

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

For

the

Six

Months

Ended

December

31,

2020

For

the

Year

Ended

June

30,

2020

OPERATIONS

Net

investment

loss

$

(1,314,005‌)

$

(511,867‌)

Net

realized

loss

(608,696‌)

(1,410,477‌)

Net

change

in

unrealized

appreciation

(depreciation)

102,618,814‌

37,859,409‌

Increase

in

Net

Assets

Resulting

from

Operations

100,696,113‌

35,937,065‌

DISTRIBUTIONS

TO

SHAREHOLDERS

Investor

Shares

(919,753‌)

(1,153,544‌)

Institutional

Shares

(988,441‌)

(574,862‌)

Total

Distributions

Paid

(1,908,194‌)

(1,728,406‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares:

Investor

Shares

82,403,300‌

240,219,813‌

Institutional

Shares

205,791,343‌

69,788,171‌

Reinvestment

of

distributions:

Investor

Shares

907,943‌

1,144,051‌

Institutional

Shares

966,568‌

574,748‌

Redemption

of

shares:

Investor

Shares

(68,271,293‌)

(77,766,195‌)

Institutional

Shares

(16,931,234‌)

(3,511,370‌)

Redemption

fees:

Investor

Shares

52,851‌

191,179‌

Institutional

Shares

11,625‌

2,860‌

Increase

in

Net

Assets

from

Capital

Share

Transactions

204,931,103‌

230,643,257‌

Increase

in

Net

Assets

303,719,022‌

264,851,916‌

NET

ASSETS

Beginning

of

Period

366,308,999‌

101,457,083‌

End

of

Period

$

670,028,021‌

$

366,308,999‌

SHARE

TRANSACTIONS

Sale

of

shares:

Investor

Shares

2,606,545‌

8,989,790‌

Institutional

Shares

6,434,004‌

2,585,116‌

Reinvestment

of

distributions:

Investor

Shares

26,525‌

42,420‌

Institutional

Shares

28,130‌

21,263‌

Redemption

of

shares:

Investor

Shares

(2,151,270‌)

(3,020,289‌)

Institutional

Shares

(526,132‌)

(131,178‌)

Increase

in

Shares

6,417,802‌

8,487,122‌

28

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

Six

Months

Ended

December

31,

2020

For

the

Years

Ended

June

30,

2020

2019

2018

2017

2016

INVESTOR

SHARES

NET

ASSET

VALUE,

Beginning

of

Period

$

29.48‌

$

25.83‌

$

22.21‌

$

18.08‌

$

15.37‌

$

16.27‌

INVESTMENT

OPERATIONS

Net

investment

loss

(a)

(0.09‌)

(0.08‌)

(0.11‌)

(0.11‌)

(0.09‌)

(0.11‌)

Net

realized

and

unrealized

gain

(loss)

6.22‌

3.93‌

4.41‌

4.30‌

2.81‌

(0.31‌)

Total

from

Investment

Operations

6.13‌

3.85‌

4.30‌

4.19‌

2.72‌

(0.42‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

realized

gain

(0.11‌)

(0.24‌)

(0.69‌)

(0.06‌)

(0.01‌)

(0.48‌)

Total

Distributions

to

Shareholders

(0.11‌)

(0.24‌)

(0.69‌)

(0.06‌)

(0.01‌)

(0.48‌)

REDEMPTION

FEES(a)

0.01‌

0.04‌

0.01‌

0.00‌(b)

–‌

–‌

NET

ASSET

VALUE,

End

of

Period

$

35.51‌

$

29.48‌

$

25.83‌

$

22.21‌

$

18.08‌

$

15.37‌

TOTAL

RETURN

20.82‌%(c)

15.14‌%

20.27‌%

23.21‌%

17.74‌%

(2.49‌)%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

310,866‌

$

243,855‌

$

58,367‌

$

19,993‌

$

35,652‌

$

23,963‌

Ratios

to

Average

Net

Assets:

Net

investment

loss

(0.55‌)%(d)

(0.28‌)%

(0.46‌)%

(0.52‌)%

(0.55‌)%

(0.71‌)%

Net

expenses

0.93‌%(d)

0.98‌%

0.98‌%

1.01‌%

1.10‌%

1.10‌%

Gross

expenses

(e)

0.95‌%(d)(f)

1.01‌%(f)

1.13‌%

1.40‌%

1.68‌%

1.82‌%

PORTFOLIO

TURNOVER

RATE

10‌%(c)

31‌%

29‌%

32‌%

31‌%

29‌%

footertext

(a)

Calculated

based

on

average

shares

outstanding

during

each

period.

(b)

Less

than

$0.01

per

share.

(c)

Not

annualized.

(d)

Annualized.

(e)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

(f)

Ratios

include

recoupment,

which

amounted

to

0.07%

for

the

period

ended

December

31,

2020

and

0.06%

for

the

year

ended

June

30,

2020.

29

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

Six

Months

Ended

December

31,

2020

For

the

Years

Ended

June

30,

November

29,

2017

(a)

Through

June

30,

2018

2020

2019

INSTITUTIONAL

SHARES

NET

ASSET

VALUE,

Beginning

of

Period

$

29.57‌

$

25.88‌

$

22.22‌

$

20.56‌

INVESTMENT

OPERATIONS

Net

investment

loss

(b)

(0.08‌)

(0.04‌)

(0.08‌)

(0.05‌)

Net

realized

and

unrealized

gain

6.26‌

3.97‌

4.43‌

1.77‌

Total

from

Investment

Operations

6.18‌

3.93‌

4.35‌

1.72‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

realized

gain

(0.11‌)

(0.24‌)

(0.69‌)

(0.06‌)

Total

Distributions

to

Shareholders

(0.11‌)

(0.24‌)

(0.69‌)

(0.06‌)

REDEMPTION

FEES(b)

0.00‌(c)

0.00‌(c)

0.00‌(c)

0.00‌(c)

NET

ASSET

VALUE,

End

of

Period

$

35.64‌

$

29.57‌

$

25.88‌

$

22.22‌

TOTAL

RETURN

20.89‌%(d)

15.26‌%

20.45‌%

8.40‌%(d)

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

359,162‌

$

122,454‌

$

43,090‌

$

27,141‌

Ratios

to

Average

Net

Assets:

Net

investment

loss

(0.47‌)%(e)

(0.15‌)%

(0.33‌)%

(0.36‌)%(e)

Net

expenses

0.85‌%(e)

0.85‌%

0.85‌%

0.85‌%(e)

Gross

expenses

(f)

0.87‌%(e)

0.94‌%

1.11‌%

1.27‌%(e)

PORTFOLIO

TURNOVER

RATE

10‌%(d)

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.

30

DF

DENT

GROWTH

FUNDS

DF

DENT

SMALL

CAP

GROWTH

FUND

PERFORMANCE

CHART

AND

ANALYSIS

DECEMBER

31,

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

–

Investor

Shares

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

1.66%

and

1.72%,

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,

2021

(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

December

31,

2020

One

Year

Five

Year

Since

Inception

(11/01/13)

(1)

DF

Dent

Small

Cap

Growth

Fund

Investor

Shares

34.68%

19.47%

14.50%

DF

Dent

Small

Cap

Growth

Fund

Institutional

Shares

(2)

34.78%

19.54%

14.54%

Russell

2000

Growth

Index

34.63%

16.36%

12.82%

(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.

31

DF

DENT

GROWTH

FUNDS

DF

DENT

SMALL

CAP

GROWTH

FUND

PERFORMANCE

CHART

AND

ANALYSIS

DECEMBER

31,

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.

32

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

SMALL

CAP

GROWTH

FUND

SCHEDULE

OF

INVESTMENTS

DECEMBER

31,

2020

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

as

of

December

31,

2020. 

The

inputs

or

methodology

used

for

valuing

securities

are

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

For

more

information

on

valuation

inputs,

and

their

aggregation

into

the

levels

used

in

the

table

below,

please

refer

to

the

Security

Valuation

section

in

Note

2

of

the

accompanying

Notes

to

Financial

Statements.

The

Level

1

value

displayed

in

this

table

is

Common

Stock.

Refer

to

this

Schedule

of

Investments

for

a

further

breakout

of

each

security

by

industry.

Shares

Security

Description

Value

Common

Stock

-

98.7%

Communication

Services

-

5.8%

818‌

Cable

One,

Inc.

$

1,822,275‌

18,133‌

Cogent

Communications

Holdings,

Inc.

1,085,623‌

2,907,898‌

Consumer

Discretionary

-

8.0%

8,292‌

Bright

Horizons

Family

Solutions,

Inc. 

(a)

1,434,433‌

18,051‌

Floor

&

Decor

Holdings,

Inc.,

Class A 

(a)

1,676,035‌

11,120‌

Monro,

Inc.

592,696‌

1,294‌

Wayfair,

Inc.,

Class A 

(a)

292,198‌

3,995,362‌

Consumer

Staples

-

1.9%

6,962‌

Calavo

Growers,

Inc.

483,371‌

1,729‌

WD-40

Co.

459,361‌

942,732‌

Financials

-

4.6%

17,809‌

Hamilton

Lane,

Inc.,

Class A

1,389,992‌

7,829‌

Trupanion,

Inc. 

(a)

937,210‌

2,327,202‌

Health

Care

-

19.5%

2,107‌

Atrion

Corp.

1,353,200‌

6,509‌

Bio-Techne

Corp.

2,066,933‌

7,649‌

Cantel

Medical

Corp.

603,200‌

3,653‌

Castle

Biosciences,

Inc. 

(a)

245,299‌

13,330‌

HealthEquity,

Inc. 

(a)

929,234‌

19,317‌

LeMaitre

Vascular,

Inc.

782,338‌

4,520‌

Mesa

Laboratories,

Inc.

1,295,613‌

34,785‌

OrthoPediatrics

Corp. 

(a)

1,434,881‌

4,703‌

Repligen

Corp. 

(a)

901,236‌

654‌

Teladoc

Health,

Inc. 

(a)

130,774‌

9,742,708‌

Industrials

-

22.5%

35,845‌

Douglas

Dynamics,

Inc.

1,533,091‌

10,286‌

Exponent,

Inc.

926,049‌

14,812‌

HEICO

Corp.,

Class A

1,733,893‌

6,113‌

Helios

Technologies,

Inc.

325,762‌

27,463‌

IAA,

Inc. 

(a)

1,784,546‌

2,210‌

IDEX

Corp.

440,232‌

10,435‌

John

Bean

Technologies

Corp.

1,188,233‌

10,603‌

SiteOne

Landscape

Supply,

Inc. 

(a)

1,681,954‌

1,693‌

The

Middleby

Corp. 

(a)

218,261‌

17,331‌

Trex

Co.,

Inc. 

(a)

1,450,951‌

11,282,972‌

Shares

Security

Description

Value

Information

Technology

-

36.4%

9,589‌

Alarm.com

Holdings,

Inc. 

(a)

$

991,982‌

5,596‌

Aspen

Technology,

Inc. 

(a)

728,879‌

13,291‌

Black

Knight,

Inc. 

(a)

1,174,260‌

15,401‌

BlackLine,

Inc. 

(a)

2,054,185‌

21,638‌

Brooks

Automation,

Inc.

1,468,138‌

1,508‌

Coupa

Software,

Inc. 

(a)

511,076‌

20,199‌

Envestnet,

Inc. 

(a)

1,662,176‌

18,864‌

EVERTEC,

Inc.

741,732‌

44,006‌

Evo

Payments,

Inc.,

Class A 

(a)

1,188,602‌

11,871‌

Guidewire

Software,

Inc. 

(a)

1,528,154‌

2,277‌

Littelfuse,

Inc.

579,861‌

9,957‌

Novanta,

Inc. 

(a)

1,177,117‌

1,914‌

Okta,

Inc. 

(a)

486,654‌

21,164‌

PROS

Holdings,

Inc. 

(a)

1,074,496‌

7,641‌

Qualys,

Inc. 

(a)

931,209‌

13,353‌

The

Descartes

Systems

Group,

Inc. 

(a)

780,883‌

1,657‌

Tyler

Technologies,

Inc. 

(a)

723,314‌

4,227‌

Workiva,

Inc. 

(a)

387,278‌

18,189,996‌

Total

Common

Stock

(Cost

$33,429,819)

49,388,870‌

Investments,

at

value

-

98.7%

(Cost

$33,429,819)

$

49,388,870‌

Other

Assets

&

Liabilities,

Net

-

1.3%

646,799‌

Net

Assets

-

100.0%

$

50,035,669‌

(a)

Non-income

producing

security.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

49,388,870‌

Level

2

-

Other

Significant

Observable

Inputs

–‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

49,388,870‌

33

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

SMALL

CAP

GROWTH

FUND

SCHEDULE

OF

INVESTMENTS

DECEMBER

31,

2020

PORTFOLIO

HOLDINGS

%

of

Total

Net

Assets

Communication

Services

5.8‌%

Consumer

Discretionary

8.0‌%

Consumer

Staples

1.9‌%

Financials

4.6‌%

Health

Care

19.5‌%

Industrials

22.5‌%

Information

Technology

36.4‌%

Other

Assets

&

Liabilities,

Net

1.3‌%

100.0%

34

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

SMALL

CAP

GROWTH

FUND

STATEMENT

OF

ASSETS

AND

LIABILITIES

DECEMBER

31,

2020

ASSETS

Investments,

at

value

(Cost

$33,429,819)

$

49,388,870‌

Cash

655,638‌

Receivables:

Fund

shares

sold

113,620‌

Dividends

and

interest

5,710‌

Prepaid

expenses

19,720‌

Total

Assets

50,183,558‌

LIABILITIES

Payables:

Investment

securities

purchased

61,585‌

Fund

shares

redeemed

2,100‌

Accrued

Liabilities:

Investment

adviser

fees

64,616‌

Trustees’

fees

and

expenses

350‌

Fund

services

fees

1,325‌

Other

expenses

17,913‌

Total

Liabilities

147,889‌

NET

ASSETS

$

50,035,669‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

34,212,713‌

Distributable

earnings

15,822,956‌

NET

ASSETS

$

50,035,669‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

Investor

Shares

797,307‌

Institutional

Shares

1,349,622‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE*

Investor

Shares

(based

on

net

assets

of

$18,547,985)

$

23.26‌

Institutional

Shares

(based

on

net

assets

of

$31,487,684)

$

23.33‌

*

Shares

redeemed

or

exchanged

within

60

days

of

purchase

are

charged

a

2.00%

redemption

fee.

35

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

SMALL

CAP

GROWTH

FUND

STATEMENT

OF

OPERATIONS

SIX

MONTHS

ENDED

DECEMBER

31,

2020

INVESTMENT

INCOME

Dividend

income

$

95,657‌

Interest

income

282‌

Total

Investment

Income

95,939‌

EXPENSES

Investment

adviser

fees

158,450‌

Fund

services

fees

28,755‌

Transfer

agent

fees:

Investor

Shares

3,849‌

Institutional

Shares

1,937‌

Custodian

fees

2,908‌

Registration

fees:

Investor

Shares

8,089‌

Institutional

Shares

12,130‌

Professional

fees

15,372‌

Trustees'

fees

and

expenses

2,367‌

Other

expenses

17,626‌

Total

Expenses

251,483‌

Fees

waived

(67,693‌)

Net

Expenses

183,790‌

NET

INVESTMENT

LOSS

(87,851‌)

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

on

investments

564,384‌

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

9,145,036‌

NET

REALIZED

AND

UNREALIZED

GAIN

9,709,420‌

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

9,621,569‌

36

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

SMALL

CAP

GROWTH

FUND

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

For

the

Six

Months

Ended

December

31,

2020

For

the

Year

Ended

June

30,

2020

OPERATIONS

Net

investment

loss

$

(87,851‌)

$

(86,974‌)

Net

realized

gain

564,384‌

948,538‌

Net

change

in

unrealized

appreciation

(depreciation)

9,145,036‌

1,096,063‌

Increase

in

Net

Assets

Resulting

from

Operations

9,621,569‌

1,957,627‌

DISTRIBUTIONS

TO

SHAREHOLDERS

Investor

Shares

(367,653‌)

(104,664‌)

Institutional

Shares

(626,752‌)

(186,213‌)

Total

Distributions

Paid

(994,405‌)

(290,877‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares:

Investor

Shares

7,326,733‌

1,051,688‌

Institutional

Shares

11,661,144‌

1,178,492‌

Reinvestment

of

distributions:

Investor

Shares

350,682‌

99,844‌

Institutional

Shares

448,928‌

87,550‌

Redemption

of

shares:

Investor

Shares

(618,279‌)

(91,133‌)

Institutional

Shares

(783,307‌)

(63,544‌)

Redemption

fees:

Investor

Shares

1,386‌

358‌

Institutional

Shares

825‌

1,271‌

Increase

in

Net

Assets

from

Capital

Share

Transactions

18,388,112‌

2,264,526‌

Increase

in

Net

Assets

27,015,276‌

3,931,276‌

NET

ASSETS

Beginning

of

Period

23,020,393‌

19,089,117‌

End

of

Period

$

50,035,669‌

$

23,020,393‌

SHARE

TRANSACTIONS

Sale

of

shares:

Investor

Shares

354,607‌

61,528‌

Institutional

Shares

573,030‌

72,463‌

Reinvestment

of

distributions:

Investor

Shares

15,648‌

5,748‌

Institutional

Shares

19,979‌

5,032‌

Redemption

of

shares:

Investor

Shares

(29,574‌)

(5,706‌)

Institutional

Shares

(37,229‌)

(3,615‌)

Increase

in

Shares

896,461‌

135,450‌

37

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

Six

Months

Ended

December

31,

2020

For

the

Years

Ended

June

30,

2020

2019

2018

2017

2016

INVESTOR

SHARES

NET

ASSET

VALUE,

Beginning

of

Period

$

18.38‌

$

17.10‌

$

15.97‌

$

13.29‌

$

11.49‌

$

12.22‌

INVESTMENT

OPERATIONS

Net

investment

loss

(a)

(0.06‌)

(0.09‌)

(0.07‌)

(0.06‌)

(0.06‌)

(0.01‌)

Net

realized

and

unrealized

gain

(loss)

5.42‌

1.63‌

2.19‌

2.74‌

1.86‌

(0.61‌)

Total

from

Investment

Operations

5.36‌

1.54‌

2.12‌

2.68‌

1.80‌

(0.62‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

realized

gain

(0.48‌)

(0.26‌)

(0.99‌)

–‌

–‌

(0.11‌)

Total

Distributions

to

Shareholders

(0.48‌)

(0.26‌)

(0.99‌)

–‌

–‌

(0.11‌)

REDEMPTION

FEES(a)

0.00‌(b)

0.00‌(b)

–‌

–‌

0.00‌(b)

–‌

NET

ASSET

VALUE,

End

of

Period

$

23.26‌

$

18.38‌

$

17.10‌

$

15.97‌

$

13.29‌

$

11.49‌

TOTAL

RETURN

29.26‌%(c)

9.08‌%

15.01‌%

20.17‌%

15.67‌%

(5.06‌)%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

18,548‌

$

8,394‌

$

6,757‌

$

5,734‌

$

8,182‌

$

7,533‌

Ratios

to

Average

Net

Assets:

Net

investment

loss

(0.53‌)%(d)

(0.50‌)%

(0.43‌)%

(0.43‌)%

(0.46‌)%

(0.10‌)%

Net

expenses

1.05‌%(d)

1.05‌%

1.05‌%

1.10‌%

1.25‌%

1.25‌%

Gross

expenses

(e)

1.39‌%(d)

1.66‌%

2.30‌%

3.12‌%

3.25‌%

3.60‌%

PORTFOLIO

TURNOVER

RATE

13‌%(c)

38‌%

44‌%

40‌%

45‌%

39‌%

footertext

(a)

Calculated

based

on

average

shares

outstanding

during

each

period.

(b)

Less

than

$0.01

per

share.

(c)

Not

annualized.

(d)

Annualized.

(e)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

38

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

Six

Months

Ended

December

31,

2020

For

the

Years

Ended

June

30,

November

20,

2017

(a)

Through

June

30,

2018

2020

2019

INSTITUTIONAL

SHARES

NET

ASSET

VALUE,

Beginning

of

Period

$

18.42‌

$

17.13‌

$

15.97‌

$

14.04‌

INVESTMENT

OPERATIONS

Net

investment

loss

(b)

(0.05‌)

(0.07‌)

(0.05‌)

(0.02‌)

Net

realized

and

unrealized

gain

5.44‌

1.62‌

2.20‌

1.95‌

Total

from

Investment

Operations

5.39‌

1.55‌

2.15‌

1.93‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

realized

gain

(0.48‌)

(0.26‌)

(0.99‌)

–‌

Total

Distributions

to

Shareholders

(0.48‌)

(0.26‌)

(0.99‌)

–‌

REDEMPTION

FEES(b)

0.00‌(c)

0.00‌(c)

–‌

–‌

NET

ASSET

VALUE,

End

of

Period

$

23.33‌

$

18.42‌

$

17.13‌

$

15.97‌

TOTAL

RETURN

29.36‌%(d)

9.12‌%

15.20‌%

13.75‌%(d)

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

31,488‌

$

14,626‌

$

12,332‌

$

5,350‌

Ratios

to

Average

Net

Assets:

Net

investment

loss

(0.43‌)%(e)

(0.40‌)%

(0.32‌)%

(0.24‌)%(e)

Net

expenses

0.95‌%(e)

0.95‌%

0.95‌%

0.95‌%(e)

Gross

expenses

(f)

1.32‌%(e)

1.72‌%

2.18‌%

2.91‌%(e)

PORTFOLIO

TURNOVER

RATE

13‌%(d)

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.

39

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

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

period.

Actual

amounts

could

differ

from

those

estimates.

The

following

summarizes

the

significant

accounting

policies

of

each

Fund:

Security

Valuation

–

Securities

are

valued

at

market

prices

using

the

last

quoted

trade

or

official

closing

price

from

the

principal

exchange

where

the

security

is

traded,

as

provided

by

independent

pricing

services

on

each

Fund

business

day.

In

the

absence

of

a

last

trade,

securities

are

valued

at

the

mean

of

the

last

bid

and

ask

price

provided

by

the

pricing

service.

Shares

of

non-exchange

traded

open-end

mutual

funds

are

valued

at

net

asset

value

(“NAV”).

Short-term

investments

that

mature

in

sixty

days

or

less

may

be

valued

at

amortized

cost.

Each

Fund

values

its

investments

at

fair

value

pursuant

to

procedures

adopted

by

the

Trust's

Board

of

Trustees

(the

“Board”)

if

(1)

market

quotations

are

not

readily

available

or

(2)

the

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

40

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

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

December

31,

2020,

for

each

Fund’s

investments

is

included

at

the

end

of

each

Fund’s

Schedule

of

Investments.

Security

Transactions,

Investment

Income

and

Realized

Gain

and

Loss

–

Investment

transactions

are

accounted

for

on

the

trade

date.

Dividend

income

is

recorded

on

the

ex-dividend

date.

Foreign

dividend

income

is

recorded

on

the

ex-dividend

date

or

as

soon

as

possible

after

determining

the

existence

of

a

dividend

declaration

after

exercising

reasonable

due

diligence.

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

41

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

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

December

31,

2020,

there

are

no

uncertain

tax

positions

that

would

require

financial

statement

recognition,

de-recognition

or

disclosure.

Income

and

Expense

Allocation

–

The

Trust

accounts

separately

for

the

assets,

liabilities

and

operations

of

each

of

its

investment

portfolios.

Expenses

that

are

directly

attributable

to

more

than

one

investment

portfolio

are

allocated

among

the

respective

investment

portfolios

in

an

equitable

manner.

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

each

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

December

31,

2020,

DF

Dent

Premier

Growth

Fund,

DF

Dent

Midcap

Growth

Fund,

and

DF

Dent

Small

42

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

2020

Cap

Growth

Fund

had

$973,637,

$8,921,699,

and

$405,638,

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.

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,

2021.

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,

2021,

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,

43

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

2020

and

extraordinary

expenses)

of

Investor

Shares

and

Institutional

Shares

to

1.05%

and

0.95%,

respectively,

through

October

31,

2021,

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

period

ended

December

31,

2020

,

fees

waived

and

expenses

reimbursed

were

as

follows:

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

December

31,

2020

,

$756,679

and

$353,975

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

period

ended

December

31,

2020

are

disclosed

in

the

Statement

of

Operations.

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

period

ended

December

31,

2020

,

were

as

follows:

Federal

Income

Tax

As

of

December

31,

2020

,

cost

for

federal

income

tax

purposes

is

substantially

the

same

as

for

financial

statement

purposes

and

net

unrealized

appreciation

consists

of:

Investment

Adviser

Fees

Waived

Investment

Adviser

Expenses

Reimbursed

Other

Waivers

Total

Fees

Waived

and

Expenses

Reimbursed

DF

Dent

Premier

Growth

Fund

$

197,714

$

-

$

35,524

$

233,238

DF

Dent

Midcap

Growth

Fund

2,972

-

55,386

58,358

DF

Dent

Small

Cap

Growth

Fund

-

56,758

10,935

67,693

Purchases

Sales

DF

Dent

Premier

Growth

Fund

$

34,151,223

$

41,692,350

DF

Dent

Midcap

Growth

Fund

257,622,610

48,928,227

DF

Dent

Small

Cap

Growth

Fund

21,505,953

4,611,768

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

DF

Dent

Premier

Growth

Fund

$

200,619,852

$

–

$

200,619,852

DF

Dent

Midcap

Growth

Fund

168,469,154

(26,891)

168,442,263

DF

Dent

Small

Cap

Growth

Fund

15,959,051

–

15,959,051

44

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

2020

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

Statements

of

Assets

and

Liabilities

are

primarily

due

to

wash

sales

and

equity

return

of

capital.

For

tax

purposes,

the

prior

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

prior

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

were

recognized

for

tax

purposes

on

the

first

business

day

of

each

Fund’s

current

fiscal

year,

July

1,

2020

.

Subsequent

Events

The

global

outbreak

of

the

COVID-19

virus

has

caused

negative

effects

on

many

companies,

sectors,

countries,

regions,

and

financial

markets

in

general,

and

uncertainty

exists

as

to

its

long-term

implications.

The

effects

of

the

pandemic

may

adversely

impact

each

Funds'

assets

and

performance.

The

financial

statements

do

not

include

any

adjustments

that

might

result

from

the

outcome

of

this

uncertainty.

Management

has

evaluated

the

need

for

additional

disclosures

and/or

adjustments

resulting

from

subsequent

events.

Based

on

this

evaluation,

no

additional

disclosures

or

adjustments

were

required

to

the

financial

statements

as

of

the

date

the

financial

statements

were

issued.

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

45

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

ADDITIONAL

INFORMATION

DECEMBER

31,

2020

Liquidity

Risk

Management

Program

The

Funds

have

adopted

and

implemented

a

written

liquidity

risk

management

program,

as

required

by

Rule

22e-

4

(the

“Liquidity

Rule”)

under

the

Investment

Company

Act

of

1940,

as

amended.

The

liquidity

risk

management

program

is

reasonably

designed

to

assess

and

manage

the

Fund’s

liquidity

risk,

taking

into

consideration,

among

other

factors,

the

Funds'

investment

strategy

and

the

liquidity

of

the

portfolio

investments

during

normal

and

reasonably

foreseeable

stressed

conditions;

its

short

and

long-term

cash

flow

projections

and

its

cash

holdings

and

access

to

other

funding

sources.

The

Board

approved

the

designation

of

the

Trust’s

Valuation

Committee

as

the

administrator

of

the

liquidity

risk

management

program

(the

“Program

Administrator”).

The

Program

Administrator

is

responsible

for

the

administration

and

oversight

of

the

program

and

for

reporting

to

the

Board

on

at

least

an

annual

basis

regarding,

among

other

things,

the

program’s

operation,

adequacy,

and

effectiveness.

The

Program

Administrator

assessed

the

Fund’s

liquidity

risk

profile

based

on

information

gathered

for

the

period

June

1,

2019

through

June

30,

2020

in

order

to

prepare

a

written

report

to

the

Board

for

review

at

its

meeting

held

on

September

11,

2020.

The

Program

Administrator’s

written

report

stated

that:

(i)

the

Funds

are

able

to

meet

redemptions

in

normal

and

reasonably

foreseeable

stressed

conditions

and

without

significant

dilution

of

remaining

shareholders’

interests

in

the

Funds;

(ii)

the

Funds'

strategy

is

appropriate

for

an

open-end

mutual

fund;

(iii)

the

liquidity

classification

determinations

regarding

the

Funds'

portfolio

investments,

which

take

into

account

a

variety

of

factors

and

may

incorporate

analysis

from

one

or

more

third-party

data

vendors,

remained

appropriate;

(iv)

the

Funds

did

not

approach

the

internal

triggers

set

forth

in

the

liquidity

risk

management

program

or

the

regulatory

percentage

limitation

(15%)

on

holdings

in

illiquid

investments;

(v)

it

continues

to

be

appropriate

to

not

set

a

“highly

liquid

investment

minimum”

for

the

Funds

because

the

Funds

primarily

hold

“highly

liquid

investments”;

and

(vi)

the

liquidity

risk

management

program

remains

reasonably

designed

and

adequately

implemented

to

prevent

violations

of

the

Liquidity

Rule.

The

report

also

reviewed

the

changes

to

the

Program

since

its

inception.

No

significant

liquidity

events

impacting

the

Funds

or

proposed

changes

to

the

Program

were

noted

in

the

report.

Proxy

Voting

Information

A

description

of

the

policies

and

procedures

that

each

Fund

uses

to

determine

how

to

vote

proxies

relating

to

securities

held

in

each

Fund’s

portfolio

is

available,

without

charge

and

upon

request,

by

calling

(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.

46

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

ADDITIONAL

INFORMATION

DECEMBER

31,

2020

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

July

1,

2020

through

December

31,

2020.

Actual

Expenses

–

The

first

line

of

the

table

below

provides

information

about

actual

account

values

and

actual

expenses.

You

may

use

the

information

in

this

line,

together

with

the

amount

you

invested,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

in

the

first

line

under

the

heading

entitled

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

the

period.

Hypothetical

Example

for

Comparison

Purposes

–

The

second

line

of

the

table

below

provides

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

each

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

each

Fund’s

actual

return.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

You

may

use

this

information

to

compare

the

ongoing

costs

of

investing

in

each

Fund

and

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

the

expenses

shown

in

the

table

are

meant

to

highlight

your

ongoing

costs

only

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.

47

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

ADDITIONAL

INFORMATION

DECEMBER

31,

2020

Beginning

Account

Value

July

1,

2020

Ending

Account

Value

December

31,

2020

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

DF

Dent

Premier

Growth

Fund

Actual

$

1,000.00

$

1,192.53

$

5.47

0.99%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,020.21

$

5.04

0.99%

DF

Dent

Midcap

Growth

Fund

Investor

Shares

Actual

$

1,000.00

$

1,208.23

$

5.18

0.93%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,020.52

$

4.74

0.93%

Institutional

Shares

Actual

$

1,000.00

$

1,208.94

$

4.73

0.85%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,020.92

$

4.33

0.85%

DF

Dent

Small

Cap

Growth

Fund

Investor

Shares

Actual

$

1,000.00

$

1,292.60

$

6.07

1.05%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,019.91

$

5.35

1.05%

Institutional

Shares

Actual

$

1,000.00

$

1,293.60

$

5.49

0.95%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,020.42

$

4.84

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

(184)

divided

by

365

to

reflect

the

half-year

period.

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-SAR-1220

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.

Not applicable.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable

ITEM 6. INVESTMENTS.

(a)Included as part of report to shareholders under Item 1.

(b)Not applicable.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END

MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8.  PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Registrant does not accept nominees to the board of trustees from shareholders.

ITEM 11. CONTROLS AND PROCEDURES

(a) The Registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) are effective, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as of a date within 90 days of the filing date of this report.

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

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

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

Not applicable.

ITEM 13. EXHIBITS.

(a)(1)  Not applicable.

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

(a)(3)  Not applicable.

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

SIGNATURES

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

Registrant              Forum Funds

By:	/s/ Jessica Chase
	Jessica Chase, Principal Executive Officer
Date:	February 23, 2021

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:	February 23, 2021

By:	/s/ Karen Shaw
	Karen Shaw, Principal Financial Officer
Date:	February 23, 2021