As filed with the Securities and Exchange Commission on March 2, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON
, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-03023
FORUM FUNDS
Three Canal Plaza, Suite 600
Portland
, Maine 04101
Jessica Chase, Principal Executive Officer
Three Canal Plaza, Suite 600
Portland
, Maine 04101
207-347-2000
Date of fiscal year end: December 31
Date of reporting period: January 1, 2021 – December 31, 2021
ITEM 1. REPORT TO STOCKHOLDERS.
Lisanti
Small
Cap
Growth
Fund
Annual
Report
December
31,
2021
Lisanti
Small
Cap
Growth
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
December
31,
2021
1
Dear
Shareholder,
After
continued
strength
in
the
first
half
of
2021,
the
advance
of
smaller
growth
stock
stalled
in
the
second
half
of
2021.
The
Russell
2000
Growth
Index
declined
5.64%
in
the
second
half
of
2021,
with
the
majority
of
the
decline
occurring
in
the
third
quarter,
as
investor
concerns
continued
to
increase—rising
inflation;
the
increasing
likelihood
of
rising
interest
rates,
and
most
recently
the
“waviness”
of
the
recovery
as
first
the
Delta
and
then
the
Omicron
variant
rose
to
prominence.
The
Lisanti
Small
Cap
Growth
Fund
(“Fund”)
outperformed
its
benchmark,
the
Russell
2000
Growth
Index
(the
“Index”),
over
the
year
ended
December
31,
2021,
returning
10.69%
net
versus
2.83
%
for
the
Index.
During
the
period,
the
Fund’s
investments
in
the
Information
Technology
sector
were
of
most
benefit
to
the
Fund,
followed
by
Health
Care
and
Consumer
Discretionary,
while
the
Real
Estate,
Financials
and
Consumer
Staples
sectors
detracted
from
performance.
Since
the
beginning
of
the
year,
the
market
has
tilted
between
“value”
and
“growth”
stocks
as
the
economic
reopening/recovery
took
hold
and
investors
anticipated
rising
interest
rates.
Our
view
has
been
that
the
market
is
transitioning
from
a
valuation
driven
market
to
an
earnings
driven
market,
and
that
implies
that
companies
who
have
many
years
before
they
achieve
profitability
might
struggle
to
outperform.
As
we
moved
through
the
pandemic,
we
tilted
more
towards
companies
with
strong
revenue
growth
prospects,
and
operating
leverage.
We
remained
underweight
in
Health
Care
for
the
majority
of
2021,
as
medical
devices
continued
to
be
plagued
by
the
uneven
reopening,
particularly
around
elective
medical
procedures,
and
many
of
the
smaller
biotechnology
stocks
are
years
from
making
money.
As
you
know,
we
look
for
companies
that
have
three
components:
strong
secular
trends
driving
their
growth
(secular
growth
stocks);
companies
that
are
able
to
drive
growth
through
their
own
internal
initiatives
(structural
growth
stocks);
and
those
companies
that
are
in
the
midst
of
operational
improvements/turnarounds
(transformational
growth).
We
believe
this
focus
is
much
more
important
than
“value”
or
“growth”
moniker,
as
the
market
continues
the
transition
to
an
earnings
driven,
fundamentally
focused
environment.
As
we
write
this,
investors
are
experiencing
one
of
the
worst
January
declines
in
a
number
of
years.
We
believe
that
this
is
part
of
the
shift
from
a
valuation
driven
market
to
an
earnings
driven
market.
While
we
expect
the
environment
to
remain
constructive
for
public
equities
for
some
time
to
come,
we
do
believe
that
we
have
seen
the
“bottom”
in
interest
rates.
We
have
spent
the
past
four
decades
with
interest
rates,
as
determined
by
the
Federal
Reserve,
declining,
from
21%
in
1980-1981,
to
zero.
We
are
now
in
an
era,
we
believe,
where
returns
will
have
to
be
earned,
through
fundamental
prospects—earnings
and
revenue
growth,
as
opposed
to
significant
broad
upward
revaluation
of
the
equity
markets,
as
rates
drop.
Or,
to
put
it
another
way,
“a
rising
tide
will
NOT
lift
all
boats”.
That
probably
means
several
things
to
equity
investors:
•
volatility
increases,
as
the
future
is
a
bit
less
certain;
more
depends
on
the
individual
companies’
prospects,
than
on
the
general
macroeconomic
backdrop
Lisanti
Small
Cap
Growth
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
December
31,
2021
2
This
is
a
very
different
environment
than
that
of
the
past
few
decades;
it
is
more
nuanced
and
it
can
be
a
bit
confusing
and
somewhat
emotional.
However,
it
is
a
market
that
we
believe
should
reward
diligent
fundamental
research,
a
disciplined
investment
process,
and
experience,
which
to
us
is
the
definition
of
a
“stockpicker’s
market”.
We
continue
to
work
hard
on
your
behalf;
we
thank
you
for
your
investment
in
the
Fund
and
the
opportunity
to
do
so.
All
of
us
at
Lisanti
Capital
Growth
wish
that
you
and
yours
stay
safe
and
well
through
this
situation.
Sincerely,
Mary
Lisanti
,
CFA
President
&
Portfolio
Manager
IMPORTANT
RISKS
AND
DISCLOSURES
An
investment
in
the
Fund
is
subject
to
risk,
including
the
possible
loss
of
principal
amount
invested.
The
Fund
invests
in
smaller
companies,
which
carry
greater
risk
than
is
associated
with
larger
companies
for
various
reasons
such
as
narrower
markets,
limited
financial
resources
and
less
liquid
stock.
The
Fund’s
investments
in
growth
securities
may
be
more
sensitive
to
company
earnings
and
more
volatile
than
the
market
in
general.
Investments
in
technology
companies
are
vulnerable
to
factors
affecting
that
sector,
such
as
dependency
on
consumer
and
business
acceptance
as
new
technology
evolves.
Investments
in
the
Industrial
sector
can
be
significantly
affected
by
business
cycle
fluctuations,
worldwide
economy
growth,
government
and
corporate
spending
and
others.
Investments
in
Health
Care
companies
may
be
affected
by
government
regulations
and
government
healthcare
programs,
changes
in
the
cost
of
medical
products
and
services,
limited
product
lines,
product
liability
claims,
and
patent
protection,
among
other
factors.
The
views
in
this
report
were
those
of
the
Fund
manager
as
of
December
31,
2021,
and
may
not
necessarily
reflect
her
views
on
the
date
this
report
is
first
published
or
anytime
thereafter.
These
views
are
intended
to
•
earnings-driven
markets
have
a
different
cadence
than
valuation
driven
markets—they
unfold
a
bit
more
slowly,
as
one
needs
quarters,
if
not
years,
to
see
the
evidence
of
growth
acceleration;
valuation
markets
can
move
up
or
down
very
quickly
as
multiples
expand
or
contract
•
dispersion
increases
as
individual
company
prospects
drive
results—which
mean
things
like
strategy,
and
management
acumen,
matter
a
great
deal
Lisanti
Small
Cap
Growth
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
December
31,
2021
3
assist
shareholders
in
understanding
the
Fund’s
investment
methodology
and
do
not
constitute
investment
advice.
Although
the
Fund
manager
believes
she
has
a
reasonable
basis
for
any
opinions
or
views
expressed,
actual
results
may
differ,
sometimes
significantly
so,
from
those
expected
or
expressed.
All
current
and
future
holdings
of
the
Fund
are
subject
to
risk
and
are
subject
to
change.
Lisanti
Small
Cap
Growth
Fund
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
December
31,
2021
4
The
following
chart
reflects
the
change
in
the
value
of
a
hypothetical
$10,000
investment,
including
reinvested
dividends
and
distributions,
in
the
Lisanti
Small
Cap
Growth
Fund
(the
“Fund”)
compared
with
the
performance
of
the
benchmark,
Russell
2000
Growth
Index
(“Russell
2000
Growth”),
over
the
past
ten
fiscal
years.
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
Lisanti
Small
Cap
Growth
Fund
vs.
Russell
2000
Growth
Index
Performance
data
quoted
represents
past
performance
and
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
As
stated
in
the
Fund’s
prospectus,
the
annual
operating
expense
ratio
(gross)
is
1.78%.
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,
proxy
expenses,
and
extraordinary
expenses)
to
1.35%,
through
April
30,
2022
(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
30
days
of
purchase
will
be
charged
a
1.00%
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
(800)
441-7031.
Average
Annual
Total
Returns
Periods
Ended
December
31,
2021
One
Year
Five
Year
Ten
Year
Lisanti
Small
Cap
Growth
Fund
10.69%
21.65%
17.52%
Russell
2000
Growth
Index
2.83%
14.53%
14.14%
Lisanti
Small
Cap
Growth
Fund
SCHEDULE
OF
INVESTMENTS
December
31,
2021
5
See
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Common
Stock
-
95.7%
Business
Services
/
Industrials
-
1.1%
9,220
ASGN,
Inc.
(a)
$
1,137,748
Consumer
Discretionary
-
15.6%
30,275
Academy
Sports
&
Outdoors,
Inc.
(a)
1,329,072
37,745
Arhaus,
Inc.
(a)
500,121
25,910
Boot
Barn
Holdings,
Inc.
(a)
3,188,225
6,465
Crocs,
Inc.
(a)
828,942
16,345
Dave
&
Buster's
Entertainment,
Inc.
(a)
627,648
29,010
European
Wax
Center,
Inc.,
Class A
(a)
880,454
7,825
Fox
Factory
Holding
Corp.
(a)
1,331,033
10,215
Papa
John's
International,
Inc.
1,363,396
12,345
Planet
Fitness,
Inc.,
Class A
(a)
1,118,210
22,780
Red
Rock
Resorts,
Inc.,
Class A
1,253,128
16,155
Skyline
Champion
Corp.
(a)
1,275,922
35,950
Steven
Madden,
Ltd.
1,670,597
12,555
YETI
Holdings,
Inc.
(a)
1,039,931
16,406,679
Consumer
Staples
-
0.8%
56,870
Sovos
Brands,
Inc.
(a)
855,893
Energy
-
1.6%
49,765
Magnolia
Oil
&
Gas
Corp.
939,066
20,250
Matador
Resources
Co.
747,630
1,686,696
Financials
-
5.4%
17,595
Argo
Group
International
Holdings,
Ltd.
1,022,445
40,005
ConnectOne
Bancorp,
Inc.
1,308,564
2,270
Kinsale
Capital
Group,
Inc.
540,010
59,600
The
Bancorp,
Inc.
(a)
1,508,476
33,310
Veritex
Holdings,
Inc.
1,325,072
5,704,567
Health-Care
-
9.1%
21,320
Apellis
Pharmaceuticals,
Inc.
(a)
1,008,009
6,950
Arrowhead
Pharmaceuticals,
Inc.
(a)
460,785
37,200
ChemoCentryx,
Inc.
(a)
1,354,452
16,280
Codexis,
Inc.
(a)
509,076
34,265
Cytokinetics,
Inc.
(a)
1,561,799
12,080
Inari
Medical,
Inc.
(a)
1,102,542
4,360
iRhythm
Technologies,
Inc.
(a)
513,128
25,860
Pacira
BioSciences,
Inc.
(a)
1,555,996
50,275
Supernus
Pharmaceuticals,
Inc.
(a)
1,466,019
9,531,806
Shares
Security
Description
Value
Health-Care
Equipment
&
Services
-
14.3%
9,465
Acadia
Healthcare
Co.,
Inc.
(a)
$
574,525
8,430
AMN
Healthcare
Services,
Inc.
(a)
1,031,242
12,150
Biohaven
Pharmaceutical
Holding
Co.,
Ltd.
(a)
1,674,393
7,945
Inmode,
Ltd.
(a)
560,758
10,230
Inspire
Medical
Systems,
Inc.
(a)
2,353,514
8,795
Omnicell,
Inc.
(a)
1,586,970
17,985
OptimizeRx
Corp.
(a)
1,117,048
20,485
OrthoPediatrics
Corp.
(a)
1,226,232
4,805
Shockwave
Medical,
Inc.
(a)
856,876
12,710
Tandem
Diabetes
Care,
Inc.
(a)
1,913,109
32,010
Vocera
Communications,
Inc.
(a)
2,075,528
14,970,195
Industrials
-
22.2%
3,965
Acuity
Brands,
Inc.
839,470
8,940
Advanced
Drainage
Systems,
Inc.
1,217,002
15,720
ArcBest
Corp.
1,884,042
23,400
Array
Technologies,
Inc.
(a)
367,146
11,630
Astec
Industries,
Inc.
805,610
27,145
Calix,
Inc.
(a)
2,170,786
13,505
Casella
Waste
Systems,
Inc.
(a)
1,153,597
6,320
Chart
Industries,
Inc.
(a)
1,007,977
10,510
Clean
Harbors,
Inc.
(a)
1,048,583
8,940
GXO
Logistics,
Inc.
(a)
812,020
5,780
John
Bean
Technologies
Corp.
887,577
27,400
Knight-Swift
Transportation
Holdings,
Inc.
1,669,756
17,165
Kornit
Digital,
Ltd.
(a)
2,613,371
20,505
Montrose
Environmental
Group,
Inc.
(a)
1,445,807
2,290
RBC
Bearings,
Inc.
(a)
462,511
5,320
Saia,
Inc.
(a)
1,792,999
8,960
The
Shyft
Group,
Inc.
440,205
38,265
Titan
Machinery,
Inc.
(a)
1,289,148
5,225
TopBuild
Corp.
(a)
1,441,630
23,349,237
Information
Technology
-
4.4%
9,040
Fabrinet
(a)
1,070,969
9,180
SiTime
Corp.
(a)
2,685,517
10,025
Sprout
Social,
Inc.,
Class A
(a)
909,167
4,665,653
Materials
-
2.7%
41,590
Livent
Corp.
(a)
1,013,964
45,555
Summit
Materials,
Inc.,
Class A
(a)
1,828,578
2,842,542
Pharmaceuticals,
Biotechnology
&
Life
Sciences
-
0.3%
2,465
Intellia
Therapeutics,
Inc.
(a)
291,462
Lisanti
Small
Cap
Growth
Fund
SCHEDULE
OF
INVESTMENTS
December
31,
2021
6
See
Notes
to
Financial
Statements.
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
December
31,
2021.
The
inputs
or
methodology
used
for
valuing
securities
are
not
necessarily
an
indication
of
the
risks
associated
with
investing
in
those
securities.
For
more
information
on
valuation
inputs,
and
their
aggregation
into
the
levels
used
in
the
table
below,
please
refer
to
the
Security
Valuation
section
in
Note
2
of
the
accompanying
Notes
to
Financial
Statements.
The
Level
1
value
displayed
in
this
table
is
Common
Stock.
The
Level
2
value
displayed
in
this
table
is
a
Money
Market
Fund.
Refer
to
this
Schedule
of
Investments
for
a
further
breakout
of
each
security
by
industry.
Shares
Security
Description
Value
Technology
-
18.2%
7,060
Ambarella,
Inc.
(a)
$
1,432,404
29,520
Brilliant
Earth
Group,
Inc.
(a)
533,131
8,230
Digital
Turbine,
Inc.
(a)
501,948
9,815
Diodes,
Inc.
(a)
1,077,785
112,830
Extreme
Networks,
Inc.
(a)
1,771,431
5,680
Impinj,
Inc.
(a)
503,816
43,595
Instructure
Holdings,
Inc.
(a)
1,045,408
55,780
Integral
Ad
Science
Holding
Corp.
(a)
1,238,874
23,150
Lattice
Semiconductor
Corp.
(a)
1,783,939
7,290
Manhattan
Associates,
Inc.
(a)
1,133,522
28,930
MaxLinear,
Inc.
(a)
2,181,033
13,235
Rapid7,
Inc.
(a)
1,557,627
3,835
SPS
Commerce,
Inc.
(a)
545,912
7,875
Synaptics,
Inc.
(a)
2,279,891
12,290
Vicor
Corp.
(a)
1,560,584
19,147,305
Total
Common
Stock
(Cost
$84,935,104)
100,589,783
Shares
Security
Description
Value
Money
Market
Fund
-
4.4%
4,619,885
First
American
Treasury
Obligations
Fund,
Class X,
0.01%
(b)
(Cost
$4,619,885)
4,619,885
Investments,
at
value
-
100.1%
(Cost
$89,554,989)
$
105,209,668
Other
Assets
&
Liabilities,
Net
-
(0.1)%
(98,333)
Net
Assets
-
100.0%
$
105,111,335
(a)
Non-income
producing
security.
(b)
Dividend
yield
changes
daily
to
reflect
current
market
conditions.
Rate
was
the
quoted
yield
as
of
December
31,
2021.
Valuation
Inputs
Investments
in
Securities
Level
1
-
Quoted
Prices
$
100,589,783
Level
2
-
Other
Significant
Observable
Inputs
4,619,885
Level
3
-
Significant
Unobservable
Inputs
–
Total
$
105,209,668
PORTFOLIO
HOLDINGS
(Unaudited)
%
of
Total
Investments
Business
Services
/
Industrials
1.1%
Consumer
Discretionary
15.6%
Consumer
Staples
0.8%
Energy
1.6%
Financials
5.4%
Health-Care
9.1%
Health-Care
Equipment
&
Services
14.2%
Industrials
22.2%
Information
Technology
4.4%
Materials
2.7%
Pharmaceuticals,
Biotechnology
&
Life
Sciences
0.3%
Technology
18.2%
Money
Market
Fund
4.4%
100.0%
Lisanti
Small
Cap
Growth
Fund
STATEMENT
OF
ASSETS
AND
LIABILITIES
December
31,
2021
7
See
Notes
to
Financial
Statements.
ASSETS
Investments,
at
value
(Cost
$89,554,989)
$
105,209,668
Receivables:
Fund
shares
sold
228,625
Dividends
48
Prepaid
expenses
13,257
Total
Assets
105,451,598
LIABILITIES
Payables:
Fund
shares
redeemed
199,849
Accrued
Liabilities:
Investment
adviser
fees
72,005
Fund
services
fees
13,333
Other
expenses
55,076
Total
Liabilities
340,263
NET
ASSETS
$
105,111,335
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
88,721,342
Distributable
earnings
16,389,993
NET
ASSETS
$
105,111,335
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
4,050,995
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE*
$
25.95
*
Shares
redeemed
or
exchanged
within
30
days
of
purchase
are
charged
a
1.00%
redemption
fee.
Lisanti
Small
Cap
Growth
Fund
STATEMENT
OF
OPERATIONS
YEAR
ENDED
DECEMBER
31,
2021
8
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Dividend
income
$
203,484
Interest
income
1,279
Total
Investment
Income
204,763
EXPENSES
Investment
adviser
fees
938,203
Fund
services
fees
264,028
Shareholder
service
fees
246,895
Custodian
fees
11,154
Registration
fees
27,979
Professional
fees
40,240
Trustees'
fees
and
expenses
5,034
Other
expenses
60,280
Total
Expenses
1,593,813
Fees
waived
(262,774)
Net
Expenses
1,331,039
NET
INVESTMENT
LOSS
(1,126,276)
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
on
investments
15,518,297
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
(5,524,730)
NET
REALIZED
AND
UNREALIZED
GAIN
9,993,567
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
8,867,291
Lisanti
Small
Cap
Growth
Fund
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
9
See
Notes
to
Financial
Statements.
For
the
Years
Ended
December
31,
2021
2020
OPERATIONS
Net
investment
loss
$
(1,126,276)
$
(750,049)
Net
realized
gain
15,518,297
17,663,499
Net
change
in
unrealized
appreciation
(depreciation)
(5,524,730)
15,685,158
Increase
in
Net
Assets
Resulting
from
Operations
8,867,291
32,598,608
DISTRIBUTIONS
TO
SHAREHOLDERS
Total
Distributions
Paid
(24,201,298)
(6,061,866)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares
35,793,465
29,986,098
Reinvestment
of
distributions
22,707,455
5,223,300
Redemption
of
shares
(20,983,404)
(29,460,550)
Redemption
fees
2,361
2,383
Increase
in
Net
Assets
from
Capital
Share
Transactions
37,519,877
5,751,231
Increase
in
Net
Assets
22,185,870
32,287,973
NET
ASSETS
Beginning
of
Year
82,925,465
50,637,492
End
of
Year
$
105,111,335
$
82,925,465
SHARE
TRANSACTIONS
Sale
of
shares
1,101,079
1,334,920
Reinvestment
of
distributions
915,993
177,724
Redemption
of
shares
(644,518)
(1,161,159)
Increase
in
Shares
1,372,554
351,485
Lisanti
Small
Cap
Growth
Fund
FINANCIAL
HIGHLIGHTS
10
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year
.
For
the
Years
Ended
December
31,
2021
2020
2019
2018
2017
NET
ASSET
VALUE,
Beginning
of
Year
$
30.96
$
21.76
$
17.71
$
18.81
$
18.74
INVESTMENT
OPERATIONS
Net
investment
loss
(a)
(0.38)
(0.28)
(0.25)
(0.21)
(0.33)
Net
realized
and
unrealized
gain
(loss)
3.32
11.66
4.78
(0.12)
5.43
Total
from
Investment
Operations
2.94
11.38
4.53
(0.33)
5.10
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
(7.95)
(2.18)
(0.48)
(0.77)
(5.03)
Total
Distributions
to
Shareholders
(7.95)
(2.18)
(0.48)
(0.77)
(5.03)
REDEMPTION
FEES(a)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
NET
ASSET
VALUE,
End
of
Year
$
25.95
$
30.96
$
21.76
$
17.71
$
18.81
TOTAL
RETURN
10.69%
52.85%
25.62%
(1.90)%
27.78%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
105,111
$
82,925
$
50,637
$
33,801
$
13,919
Ratios
to
Average
Net
Assets:
Net
investment
loss
(1.14)%
(1.17)%
(1.20)%
(1.02)%
(1.61)%
Net
expenses
1.35%
1.35%
1.35%
1.37%
1.80%
Gross
expenses
(c)
1.61%
1.78%
1.98%
2.32%
3.15%
PORTFOLIO
TURNOVER
RATE
264%
314%
252%
220%
294%
footertext
(a)
Calculated
based
on
average
shares
outstanding
during
each
year.
(b)
Less
than
$0.01
per
share.
(c)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
Lisanti
Small
Cap
Growth
Fund
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2021
11
Note
1.
Organization
The
Lisanti
Small
Cap
Growth
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
commenced
operations
on
February
27,
2004.
The
Fund
seeks
maximum
capital
appreciation.
Note
2.
Summary
of
Significant
Accounting
Policies
The
Fund
is
an
investment
company
and
follows
accounting
and
reporting
guidance
under
Financial
Accounting
Standards
Board
Accounting
Standards
Codification
Topic
946,
“Financial
Services
–
Investment
Companies.”
These
financial
statements
are
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(“GAAP”),
which
require
management
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities,
the
disclosure
of
contingent
liabilities
at
the
date
of
the
financial
statements,
and
the
reported
amounts
of
increases
and
decreases
in
net
assets
from
operations
during
the
fiscal
year.
Actual
amounts
could
differ
from
those
estimates.
The
following
summarizes
the
significant
accounting
policies
of
the
Fund:
Security
Valuation
–
Securities
are
valued
at
market
prices
using
the
last
quoted
trade
or
official
closing
price
from
the
principal
exchange
where
the
security
is
traded,
as
provided
by
independent
pricing
services
on
each
Fund
business
day.
In
the
absence
of
a
last
trade,
securities
are
valued
at
the
mean
of
the
last
bid
and
ask
price
provided
by
the
pricing
service.
Shares
of
non-exchange
traded
open-end
mutual
funds
are
valued
at
net
asset
value
(“NAV”).
Short-term
investments
that
mature
in
sixty
days
or
less
may
be
valued
at
amortized
cost.
The
Fund
values
its
investments
at
fair
value
pursuant
to
procedures
adopted
by
the
Trust's
Board
of
Trustees
(the
"Board")
if
(1)
market
quotations
are
not
readily
available
or
(2)
the
Adviser,
as
defined
in
Note
3,
believes
that
the
values
available
are
unreliable.
The
Trust’s
Valuation
Committee,
as
defined
in
the
Fund’s
registration
statement,
performs
certain
functions
as
they
relate
to
the
administration
and
oversight
of
the
Fund’s
valuation
procedures.
Under
these
procedures,
the
Valuation
Committee
convenes
on
a
regular
and
ad
hoc
basis
to
review
such
investments
and
considers
a
number
of
factors,
including
valuation
methodologies
and
significant
unobservable
inputs,
when
arriving
at
fair
value.
The
Valuation
Committee
may
work
with
the
Adviser
to
provide
valuation
inputs.
In
determining
fair
valuations,
inputs
may
include
market-based
analytics
that
may
consider
related
or
comparable
assets
or
liabilities,
recent
transactions,
market
multiples,
book
values
and
other
relevant
investment
information.
Adviser
inputs
may
include
an
income-based
approach
in
which
the
anticipated
future
cash
flows
of
the
investment
are
discounted
in
determining
fair
value.
Discounts
may
also
be
applied
based
on
the
nature
or
duration
of
any
restrictions
on
the
disposition
of
the
investments.
The
Valuation
Committee
performs
regular
reviews
of
valuation
methodologies,
key
inputs
and
assumptions,
disposition
analysis
and
market
activity.
Lisanti
Small
Cap
Growth
Fund
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2021
12
Fair
valuation
is
based
on
subjective
factors
and,
as
a
result,
the
fair
value
price
of
an
investment
may
differ
from
the
security’s
market
price
and
may
not
be
the
price
at
which
the
asset
may
be
sold.
Fair
valuation
could
result
in
a
different
NAV
than
a
NAV
determined
by
using
market
quotes.
GAAP
has
a
three-tier
fair
value
hierarchy.
The
basis
of
the
tiers
is
dependent
upon
the
various
“inputs”
used
to
determine
the
value
of
the
Fund’s
investments.
These
inputs
are
summarized
in
the
three
broad
levels
listed
below:
Level
1
-
Quoted
prices
in
active
markets
for
identical
assets
and
liabilities.
Level
2
-
Prices
determined
using
significant
other
observable
inputs
(including
quoted
prices
for
similar
securities,
interest
rates,
prepayment
speeds,
credit
risk,
etc.).
Short-term
securities
with
maturities
of
sixty
days
or
less
are
valued
at
amortized
cost,
which
approximates
market
value,
and
are
categorized
as
Level
2
in
the
hierarchy.
Municipal
securities,
long-term
U.S.
government
obligations
and
corporate
debt
securities
are
valued
in
accordance
with
the
evaluated
price
supplied
by
a
pricing
service
and
generally
categorized
as
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,
2021,
for
the
Fund’s
investments
is
included
in
the
Fund’s
Schedule
of
Investments.
Security
Transactions,
Investment
Income
and
Realized
Gain
and
Loss
–
Investment
transactions
are
accounted
for
on
the
trade
date.
Dividend
income
is
recorded
on
the
ex-dividend
date.
Foreign
dividend
income
is
recorded
on
the
ex-dividend
date
or
as
soon
as
possible
after
determining
the
existence
of
a
dividend
declaration
after
exercising
reasonable
due
diligence.
Income
and
capital
gains
on
some
foreign
securities
may
be
subject
to
foreign
withholding
taxes,
which
are
accrued
as
applicable.
Interest
income
is
recorded
on
an
accrual
basis.
Premium
is
amortized
to
the
next
call
date
above
par
and
discount
is
accreted
to
maturity
using
the
effective
interest
method.
Identified
cost
of
investments
sold
is
used
to
determine
the
gain
and
loss
for
both
financial
statement
and
federal
income
tax
purposes.
Distributions
to
Shareholders
–
Distributions
to
shareholders
of
net
investment
income,
if
any,
are
declared
and
paid
quarterly.
Distributions
to
shareholders
of
net
capital
gains
and
foreign
currency
gains,
if
any,
are
declared
and
paid
at
least
annually.
Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
Distributions
are
based
on
amounts
calculated
in
accordance
with
applicable
federal
income
tax
regulations,
which
may
differ
from
GAAP.
These
differences
are
due
primarily
to
differing
treatments
of
income
and
gain
Lisanti
Small
Cap
Growth
Fund
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2021
13
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,
2021,
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.
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.
Redemption
Fees
–
A
shareholder
who
redeems
or
exchanges
shares
within
30
days
of
purchase
will
incur
a
redemption
fee
of
1.00%
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
the
imposition
of
the
redemption
fee.
Redemption
fees
incurred
for
the
Fund,
if
any,
are
reflected
on
the
Statements
of
Changes
in
Net
Assets.
Note
3.
Fees
and
Expenses
Investment
Adviser
–
Lisanti
Capital
Growth,
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
0.95%
of
the
Fund’s
average
daily
net
assets.
Shareholder
Service
Plan
–
The
Trust
has
adopted
a
shareholder
service
plan
for
the
Fund
under
which
the
Fund
may
reimburse
the
Fund’s
administrator
for
amounts
paid
by
the
administrator
for
providing
shareholder
service
activities
that
are
not
otherwise
provided
by
the
transfer
agent.
The
Fund’s
administrator
may
make
such
payments
to
various
financial
institutions,
including
the
Adviser,
that
provide
shareholder
servicing
to
Lisanti
Small
Cap
Growth
Fund
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2021
14
their
customers
invested
in
the
Fund
in
amounts
of
up
to
0.25%
annually
of
the
average
daily
net
assets
of
the
Fund.
Distribution
–
Foreside
Fund
Services,
LLC
serves
as
the
Fund’s
distributor
(the
“Distributor”).
The
Fund
does
not
have
a
distribution
(12b-1)
plan;
accordingly,
the
Distributor
does
not
receive
compensation
from
the
Fund
for
its
distribution
services.
The
Adviser
compensates
the
Distributor
directly
for
its
services.
The
Distributor
is
not
affiliated
with
the
Adviser
or
Atlantic
Fund
Administration,
LLC,
a
wholly
owned
subsidiary
of
Apex
US
Holdings
LLC
(d/b/a
Apex
Fund
Services)
(“Apex”)
or
their
affiliates.
Other
Service
Providers
–
Apex
provides
fund
accounting,
fund
administration,
compliance
and
transfer
agency
services
to
the
Fund.
The
fees
related
to
these
services
are
included
in
Fund
services
fees
within
the
Statement
of
Operations.
Apex
also
provides
certain
shareholder
report
production
and
EDGAR
conversion
and
filing
services.
Pursuant
to
an
Apex
Services
Agreement,
the
Fund
pays
Apex
customary
fees
for
its
services.
Apex
provides
a
Principal
Executive
Officer,
a
Principal
Financial
Officer,
a
Chief
Compliance
Officer
and
an
Anti-Money
Laundering
Officer
to
the
Fund,
as
well
as
certain
additional
compliance
support
functions.
Trustees
and
Officers
–
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.
Note
4.
Fees
Waived
The
Adviser
has
contractually
agreed
to
waive
its
fee
and/or
reimburse
expenses
to
limit
total
annual
fund
operating
expenses
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
proxy
expenses,
and
extraordinary
expenses)
to
1.35%
through
April
30,
2022.
Other
Fund
service
providers
have
voluntarily
agreed
to
waive
a
portion
of
their
fees.
The
contractual
waivers
may
only
be
raised
or
eliminated
with
the
consent
of
the
Board
and
voluntary
fee
waivers
may
be
reduced
or
eliminated
at
any
time.
For
the
year
ended
December
31,
2021
,
fees
waived
were
as
follows:
The
Adviser
may
be
reimbursed
by
the
Fund
for
fees
waived
and
expenses
reimbursed
by
the
Adviser
pursuant
to
the
Expense
Cap
if
such
payment
is
made
within
three
years
of
the
fee
waiver
or
expense
reimbursement,
and
does
not
cause
the
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
to
exceed
the
lesser
of
(i)
the
then-current
expense
cap
and
(ii)
the
expense
cap
Investment
Adviser
Fees
Waived
Other
Waivers
Total
Fees
Waived
and
Expenses
Reimbursed
$
157,948
$
104,826
$
262,774
Lisanti
Small
Cap
Growth
Fund
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2021
15
in
place
at
the
time
the
fees/expenses
were
waived/reimbursed.
As
of
December
31,
2021,
$469,489
is
subject
to
recapture
by
the
Adviser.
Note
5.
Security
Transactions
The
cost
of
purchases
and
proceeds
from
sales
of
investment
securities
(including
maturities),
other
than
short-term
investments
during
the
year
ended
December
31,
2021,
totaled
$260,148,916
and
$249,438,153,
respectively.
Note
6.
Federal
Income
Tax
As
of
December
31,
2021
,
the
cost
of
investments
for
federal
income
tax
purposes
is
$89,946,955
and
the
components
of
net
unrealized
appreciation
consists
of:
Distributions
paid
during
the
fiscal
years
ended
as
noted
were
characterized
for
tax
purposes
as
follows:
As
of
December
31,
2021,
distributable
earnings
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.
For
tax
purposes,
the
current
year
post
October
loss
was
$
558,002
(realized
during
the
period
November
1,
2021
through
December
31,
2021
).
This
loss
will
be
recognized
for
tax
purposes
on
the
first
business
day
of
the
Fund’s
next
fiscal
year,
January
1,
2022.
Note
7.
Subsequent
Events
Subsequent
events
occurring
after
the
date
of
this
report
through
the
date
these
financial
statements
were
issued
have
been
evaluated
for
potential
impact,
and
the
Fund
has
had
no
such
events.
Management
has
evaluated
the
need
for
additional
disclosures
and/or
adjustments
resulting
from
subsequent
events.
Based
Gross
Unrealized
Appreciation
$
17,010,107
Gross
Unrealized
Depreciation
(1,747,394)
Net
Unrealized
Appreciation
$
15,262,713
2021
2020
Ordinary
Income
$
18,710,341
$
4,560,285
Long-Term
Capital
Gain
5,490,957
1,501,581
$
24,201,298
$
6,061,866
Undistributed
Long-Term
Gain
$
1,685,282
Capital
and
Other
Losses
(558,002)
Unrealized
Appreciation
15,262,713
Total
$
16,389,993
Lisanti
Small
Cap
Growth
Fund
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2021
16
on
this
evaluation,
no
additional
disclosures
or
adjustments
were
required
to
the
financial
statements
as
of
the
date
the
financial
statements
were
issued.
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
17
To
the
Board
of
Trustees
of
Forum
Funds
and
the
Shareholders
of
Lisanti
Small
Cap
Growth
Fund
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
statement
of
assets
and
liabilities
of
Lisanti
Small
Cap
Growth
Fund,
a
series
of
shares
of
beneficial
interest
in
Forum
Funds
(the
“Fund”),
including
the
schedule
of
investments,
as
of
December
31,
2021,
and
the
related
statement
of
operations
for
the
year
then
ended,
the
statements
of
changes
in
net
assets
for
each
of
the
years
in
the
two-year
period
then
ended
and
the
financial
highlights
for
each
of
the
years
in
the
five-year
period
then
ended,
and
the
related
notes
(collectively
referred
to
as
the
“financial
statements”).
In
our
opinion,
the
financial
statements
present
fairly,
in
all
material
respects,
the
financial
position
of
the
Fund
as
of
December
31,
2021,
and
the
results
of
its
operations
for
the
year
then
ended,
the
changes
in
its
net
assets
for
each
of
the
years
in
the
two-year
period
then
ended
and
its
financial
highlights
for
each
of
the
years
in
the
five-year
period
then
ended,
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America.
Basis
for
Opinion
These
financial
statements
are
the
responsibility
of
the
Fund’s
management.
Our
responsibility
is
to
express
an
opinion
on
the
Fund's
financial
statements
based
on
our
audits.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)
(“PCAOB”)
and
are
required
to
be
independent
with
respect
to
the
Fund
in
accordance
with
the
U.S.
federal
securities
law
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.
We
conducted
our
audits
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audits
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement,
whether
due
to
error
or
fraud.
The
Fund
is
not
required
to
have,
nor
were
we
engaged
to
perform,
an
audit
of
its
internal
control
over
financial
reporting.
As
part
of
our
audits
we
are
required
to
obtain
an
understanding
of
internal
control
over
financial
reporting
but
not
for
the
purpose
of
expressing
an
opinion
on
the
effectiveness
of
the
Fund’s
internal
control
over
financial
reporting.
Accordingly,
we
express
no
such
opinion.
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
18
Our
audits
included
performing
procedures
to
assess
the
risk
of
material
misstatement
of
the
financial
statements,
whether
due
to
error
or
fraud,
and
performing
procedures
that
respond
to
those
risks.
Such
procedures
included
examining,
on
a
test
basis,
evidence
regarding
the
amounts
and
disclosures
in
the
financial
statements.
Our
procedures
included
confirmation
of
securities
owned
as
of
December
31,
2021
by
correspondence
with
the
custodian.
Our
audits
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
financial
statements.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinion.
BBD,
LLP
We
have
served
as
the
auditor
of
one
or
more
of
the
Funds
in
the
Forum
Funds
since
2008.
Philadelphia,
Pennsylvania
February
25,
2022
Lisanti
Small
Cap
Growth
Fund
ADDITIONAL
INFORMATION
(Unaudited)
December
31,
2021
19
Investment
Advisory
Agreement
Approval
At
the
September
9,
2021
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
Lisanti
Small
Cap
Growth
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.
During
its
deliberations,
the
Board
received
an
oral
presentation
from
the
Adviser,
and
was
assisted
by
the
advice
of
Trustee
counsel.
At
the
Meeting,
the
Board
reviewed,
among
other
matters:
(1)
the
nature,
extent
and
quality
of
the
services
provided
to
the
Fund
by
the
Adviser,
including
information
on
the
investment
performance
of
the
Fund
and
the
Adviser;
(2)
the
costs
of
the
services
provided
and
profitability
to
the
Adviser
of
its
relationship
with
the
Fund;
(3)
the
advisory
fee
and
total
expense
ratio
of
the
Fund
as
compared
to
those
of
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
and
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
to
be
provided
to
the
Fund
under
the
Advisory
Agreement.
Performance
In
connection
with
a
presentation
by
the
Adviser
regarding
its
approach
to
managing
the
Fund,
the
Board
considered
the
performance
of
the
Fund
compared
to
its
primary
benchmark
index
and
compared
to
an
Lisanti
Small
Cap
Growth
Fund
ADDITIONAL
INFORMATION
(Unaudited)
December
31,
2021
20
independent
peer
group
of
funds
identified
by
Strategic
Insight
as
having
characteristics
similar
to
the
Fund
(“Peer
Group”).
The
Board
observed
that
the
Fund
outperformed
the
Russell
2000
Growth
Index,
the
Fund’s
primary
benchmark
index,
for
the
one-,
three-,
five-,
and
10-year
periods
ended
June
30,
2021,
and
for
the
period
since
the
Fund’s
inception
on
February
27,
2004.
The
Board
also
observed
that,
based
on
the
information
provided
by
Strategic
Insight,
the
Fund
outperformed
the
median
of
the
funds
in
the
Peer
Group
for
the
one-,
three-,
five-,
and
10-year
periods
June
30,
2021.
The
Board
noted
the
Adviser’s
representation
that
stock
selection
was
the
primary
driver
of
the
Fund’s
relative
outperformance.
Based
on
the
foregoing
and
other
applicable
considerations,
the
Board
determined
that
the
Fund
and
its
shareholders
could
benefit
from
the
Adviser’s
continued
management
of
the
Fund.
Compensation
The
Board
evaluated
the
Adviser’s
compensation
for
providing
advisory
services
to
the
Fund
and
analyzed
comparative
information
on
the
net
advisory
fee
rate
and
total
expense
ratio
of
the
Fund
compared
to
its
Peer
Group.
The
Board
observed
that
the
Adviser’s
advisory
fee
rate
and
the
Fund’s
total
expense
ratio
were
each
higher
than
the
median
of
the
funds
in
the
Peer
Group.
The
Board
noted
the
Adviser’s
representation
that
the
advisory
fee
rate
and
the
Fund’s
actual
total
expense
ratio
were
within
a
reasonable
range
of
the
median
of
the
funds
in
the
Peer
Group.
The
Board
also
noted
that
the
Adviser
implemented
reductions
in
the
contractual
advisory
fee
rate
and
expense
cap
for
the
Fund
in
2018.
Based
on
the
foregoing
and
other
applicable
considerations,
the
Board
concluded
that
the
Adviser’s
advisory
fee
rate
charged
to
the
Fund
was
reasonable.
Cost
of
Services
and
Profitability
The
Board
evaluated
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
information
provided
by
the
Adviser
regarding
the
costs
and
profitability
of
its
Fund
activities.
The
Board
noted
the
Adviser’s
representation
that,
although
the
Adviser
did
not
maintain
separately
identifiable
profit
and
loss
information
for
the
Fund
relative
to
its
other
advisory
businesses,
the
Adviser
believed
that
it’s
anticipated
profit
margin
from
the
Fund
was
reasonable
considering
the
services
provided
and
that
the
Fund
required
significantly
more
attention
and
resources
than
other
accounts
managed
by
the
Adviser.
The
Board
also
noted
the
Adviser’s
representation
that
the
Adviser
was
subsidizing
the
Fund’s
operations
by
forgoing
a
portion
of
its
advisory
fee.
Based
on
these
and
other
applicable
considerations,
including
financial
statements
from
the
Adviser
indicating
its
profitability
and
expenses
from
overall
operations,
the
Board
concluded
that
the
Adviser’s
costs
of
services
and
profits
attributable
to
management
of
the
Fund
were
reasonable.
Economies
of
Scale
The
Board
evaluated
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
also
considered
the
Adviser’s
representation
that
the
Fund
could
potentially
benefit
from
economies
of
scale
if
its
assets
were
Lisanti
Small
Cap
Growth
Fund
ADDITIONAL
INFORMATION
(Unaudited)
December
31,
2021
21
to
increase
but
that,
in
light
of
the
Fund’s
relatively
low
asset
level
and
the
costly,
research-intensive
nature
of
the
Fund’s
investment
strategy,
the
Adviser
was
not
proposing
breakpoints
in
the
advisory
fee
at
this
time.
Based
on
the
foregoing
information,
and
in
light
of
the
size
of
the
Fund,
the
Board
concluded
that
that
economies
of
scale
did
not
currently
warrant
further
consideration.
Other
Benefits
The
Board
noted
the
Adviser’s
representation
that
it
would
be
receiving
a
benefit
arising
from
the
use
of
soft
dollars
in
connection
with
Fund
trades
for
the
acquisition
of
research
that
would
benefit
not
only
the
Fund,
but
potentially
other
clients
of
the
Adviser.
The
Board
concluded
that
the
other
benefits
received
were
not
a
material
factor
in
approving
the
Advisory
Agreement.
Conclusion
The
Board
did
not
identify
any
single
factor
as
being
of
paramount
importance,
and
different
Trustees
may
have
given
different
weight
to
different
factors.
The
Board
reviewed
a
memorandum
from
Fund
counsel
discussing
the
legal
standards
applicable
to
its
consideration
of
the
Advisory
Agreement.
Based
on
its
review,
including
consideration
of
each
of
the
factors
referenced
above,
the
Board
determined,
in
the
exercise
of
its
reasonable
business
judgment,
that
the
advisory
arrangement,
as
outlined
in
the
Advisory
Agreement,
was
fair
and
reasonable
in
light
of
the
services
performed
or
to
be
performed,
expenses
incurred
or
to
be
incurred
and
such
other
matters
as
the
Board
considered
relevant.
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
program
and
for
reporting
to
the
Board
on
at
least
an
annual
basis
regarding,
among
other
things,
the
program’s
operation,
adequacy,
and
effectiveness.
The
Program
Administrator
assessed
the
Fund’s
liquidity
risk
profile
based
on
information
gathered
for
the
period
July
1,
2020
through
June
30,
2021
in
order
to
prepare
a
written
report
to
the
Board
for
review
at
its
meeting
held
on
September
9,
2021.
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
Lisanti
Small
Cap
Growth
Fund
ADDITIONAL
INFORMATION
(Unaudited)
December
31,
2021
22
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.
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
(800)
441-7031
and
on
the
U.S.
Securities
and
Exchange
Commission's
(the
"SEC")
website
at
www.sec.gov.
The
Fund’s
proxy
voting
record
for
the
most
recent
twelve-month
period
ended
June
30
is
available,
without
charge
and
upon
request,
by
calling
(800)
441-7031
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
redemption
fees
and
exchange
fees,
and
(2)
ongoing
costs,
including
management
fees
and
other
Fund
expenses.
This
example
is
intended
to
help
you
understand
your
ongoing
costs
(in
dollars)
of
investing
in
the
Fund,
and
to
compare
these
costs
with
the
ongoing
costs
of
investing
in
other
mutual
funds.
The
example
is
based
on
an
investment
of
$1,000
invested
at
the
beginning
of
the
period
and
held
for
the
entire
period
from
July
1,
2021
through
December
31,
2021.
Actual
Expenses
–
The
first
line
of
the
table
below
provides
information
about
actual
account
values
and
actual
expenses.
You
may
use
the
information
in
this
line,
together
with
the
amount
you
invested,
to
estimate
the
expenses
that
you
paid
over
the
period.
Simply
divide
your
account
value
by
$1,000
(for
example,
an
$8,600
account
value
divided
by
$1,000
=
8.6),
then
multiply
the
result
by
the
number
in
the
first
line
under
the
heading
entitled
“Expenses
Paid
During
Period”
to
estimate
the
expenses
you
paid
on
your
account
during
the
period.
Hypothetical
Example
for
Comparison
Purposes
–
The
second
line
of
the
table
below
provides
information
about
hypothetical
account
values
and
hypothetical
expenses
based
on
the
Fund’s
actual
expense
ratio
and
an
assumed
rate
of
return
of
5%
per
year
before
expenses,
which
is
not
the
Fund’s
actual
return.
The
Lisanti
Small
Cap
Growth
Fund
ADDITIONAL
INFORMATION
(Unaudited)
December
31,
2021
23
hypothetical
account
values
and
expenses
may
not
be
used
to
estimate
the
actual
ending
account
balance
or
expenses
you
paid
for
the
period.
You
may
use
this
information
to
compare
the
ongoing
costs
of
investing
in
the
Fund
and
other
funds.
To
do
so,
compare
this
5%
hypothetical
example
with
the
5%
hypothetical
examples
that
appear
in
the
shareholder
reports
of
other
funds.
Please
note
that
the
expenses
shown
in
the
table
are
meant
to
highlight
your
ongoing
costs
only
and
do
not
reflect
any
transactional
costs,
such
as
redemption
fees
and
exchange
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
had
been
included,
your
costs
would
have
been
higher.
Federal
Tax
Status
of
Dividends
Declared
during
the
Fiscal
Year
For
federal
income
tax
purposes,
dividends
from
short-term
capital
gains
are
classified
as
ordinary
income.
The
Fund
designates
1.21
%
of
its
income
dividend
distributed
as
qualifying
for
the
corporate
dividends-
received
deduction
(DRD)
and
1.28
%
for
the
qualified
dividend
rate
(QDI)
as
defined
in
Section
1(h)(11)
of
the
Code.
The
Fund
also
designates
100.00
%
as
short-term
capital
gain
dividends
exempt
from
U.S.
tax
for
foreign
shareholders
(QSD).
The
Fund
paid
long-term
capital
gain
dividends
of
$5,490,957.
Trustees
and
Officers
of
the
Trust
The
Board
is
responsible
for
oversight
of
the
management
of
the
Trust’s
business
affairs
and
of
the
exercise
of
all
the
Trust’s
powers
except
those
reserved
for
the
shareholders.
The
following
table
provides
information
about
each
Trustee
and
certain
officers
of
the
Trust.
Each
Trustee
and
officer
holds
office
until
the
person
resigns,
is
removed
or
is
replaced.
Unless
otherwise
noted,
the
persons
have
held
their
principal
occupations
for
more
than
five
years.
The
address
for
all
Trustees
and
officers
is
Three
Canal
Plaza,
Suite
600,
Portland,
Maine
04101.
The
Fund’s
Statement
of
Additional
Information
includes
additional
information
about
the
Trustees
and
is
available,
without
charge
and
upon
request,
by
calling
(800)
441-7031.
Beginning
Account
Value
July
1,
2021
Ending
Account
Value
December
31,
2021
Expenses
Paid
During
Period*
Annualized
Expense
Ratio*
Actual
$
1,000.00
$
1,002.27
$
6.81
1.35%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,018.40
$
6.87
1.35%
*
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.
Lisanti
Small
Cap
Growth
Fund
ADDITIONAL
INFORMATION
(Unaudited)
December
31,
2021
24
(1)
Jessica
Chase
is
currently
an
interested
person
of
the
Trust,
as
defined
in
the
1940
Act,
due
to
her
affiliation
with
Apex
Fund
Services
and
her
role
as
President
of
the
Trust.
Apex
Fund
Services
is
a
wholly
owned
subsidiary
of
Apex
US
Holdings
LLC.
Name
and
Year
of
Birth
Position
with
the
Trust
Length
of
Time
Served
Principal
Occupation(s)
During
Past
Five
Years
Number
of
Series
in
Fund
Complex
Overseen
By
Trustee
Other
Directorships
Held
By
Trustee
During
Past
Five
Years
Independent
Trustees
David
Tucker
Born:
1958
Trustee;
Chairman
of
the
Board
Since
2011
and
Chairman
since
2018
Director,
Blue
Sky
Experience
(a
charitable
endeavor)
since
2008;
Senior
Vice
President
&
General
Counsel,
American
Century
Companies
(an
investment
management
firm)
1998-2008.
1
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Mark
D.
Moyer
Born:
1959
Trustee;
Chairman
of
the
Audit
Committee
Since
2018
Chief
Financial
Officer,
Freedom
House
(a
NGO
advocating
political
freedom
and
democracy)
since
2017;
independent
consultant
providing
interim
CFO
services,
principally
to
non-profit
organizations,
2011-2017.
1
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Jennifer
Brown-
Strabley
Born:
1964
Trustee
Since
2018
Principal,
Portland
Global
Advisors
(a
registered
investment
adviser),
1996-2010.
1
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Interested
Trustees
(1)
Jessica
Chase
Born:
1970
Trustee
Since
2018
Director,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
1
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Lisanti
Small
Cap
Growth
Fund
ADDITIONAL
INFORMATION
(Unaudited)
December
31,
2021
25
Name
and
Year
of
Birth
Position
with
the
Trust
Length
of
Time
Served
Principal
Occupation(s)
During
Past
5
Years
Officers
Jessica
Chase
Born:
1970
President;
Principal
Executive
Officer
Since
2015
Director,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Karen
Shaw
Born:
1972
Treasurer;
Principal
Financial
Officer
Since
2008
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Zachary
Tackett
Born:
1988
Vice
President;
Secretary
and
Anti-Money
Laundering
Compliance
Officer
Since
2014
Senior
Counsel,
Apex
Fund
Services
since
2019;
Counsel,
Atlantic
Fund
Services
2014-2019.
Michael
J.
McKeen
Born:
1971
Vice
President
Since
2009
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Timothy
Bowden
Born:
1969
Vice
President
Since
2009
Manager,
Apex
Fund
Services
since
2019;
Manager,
Atlantic
Fund
Services
2008-
2019.
Geoffrey
Ney
Born:
1975
Vice
President
Since
2013
Manager,
Apex
Fund
Services
since
2019;
Manager,
Atlantic
Fund
Services
2013-
2019.
Todd
Proulx
Born:
1978
Vice
President
Since
2013
Manager,
Apex
Fund
Services
since
2019;
Manager,
Atlantic
Fund
Services
2013-
2019.
Carlyn
Edgar
Born:
1963
Chief
Compliance
Officer
and
Vice
President
Chief
Compliance
Officer
2008-2016
and
2021-current;
Vice
President
since
2008
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Lisanti
Small
Cap
Growth
Fund
P.O.
Box
588
Portland,
ME
04112
(800)
441-7031
www.lisantismallcap.com
Investment
Adviser
Lisanti
Capital
Growth,
LLC
475
Park
Avenue
South,
9th
Floor
New
York,
NY
10016
Distributor
Foreside
Fund
Services,
LLC
Three
Canal
Plaza
Suite
100
Portland,
ME
04101
www.foreside.com
This
report
is
submitted
for
the
general
information
of
the
shareholders
of
the
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.
228
-
ANR
-
1221
Annual
Report
DECEMBER
31,
2021
Table
of
Contents
A
Message
to
Our
Shareholders
(Unaudited)
1
Performance
Chart
and
Analysis
(Unaudited)
7
Schedule
of
Investments
8
Statement
of
Assets
and
Liabilities
11
Statement
of
Operations
12
Statements
of
Changes
in
Net
Assets
13
Financial
Highlights
14
Notes
to
Financial
Statements
15
Report
of
Independent
Registered
Public
Accounting
Firm
22
Additional
Information
(Unaudited)
23
1
Polaris
Global
Value
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
DECEMBER
31,
2021
Dear
Fellow
Shareholder,
COVID-19
continued
to
roil
markets
throughout
the
year,
as
the
Delta
and
Omicron
variants
weaved
across
the
globe,
with
developed
and
emerging
countries
navigating
uneven
vaccine
distribution.
Yet
markets
were
fairly
resilient
throughout,
with
notable
gains
in
all
but
the
third
quarter
of
2021.
For
the
year
ending
2021,
the
MSCI
World
Index
(the
“benchmark”)
returned
21.82%,
while
the
Polaris
Global
Value
Fund
(the
“Fund”)
was
up
15.36%.
Mirroring
fourth
quarter
commentary,
the
Fund
underperformed
due
to
a
sizeable
underweight
in
a
strong
U.S.
market
driven
by
growth
stocks,
as
well
as
subpar
performance
from
a
handful
of
holdings
in
out-of-benchmark
countries.
The
Fund
saw
gains
of
20%
or
more
in
energy,
consumer
discretionary,
health
care
and
financial
sectors,
partially
offset
by
modest
returns
in
communication
services,
materials
and
information
technology.
*Inception-to-date
(Inception
7/31/1989)
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.
Returns
for
more
than
one
year
are
annualized.
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
(888)
263-5594.
Short‐term
performance
is
not
a
good
indication
of
the
Fund's
future
performance,
and
an
investment
should
not
be
made
based
solely
on
returns.
As
stated
in
the
current
prospectus,
the
Fund’s
total
annual
operating
expense
ratio
is
1.24%.
The
Fund’s
annual
operating
expense
ratio
has
been
reduced
to
0.99%,
effective
as
of
January
1,
2014
through
April
30,
2022,
due
to
the
Adviser’s
contractual
agreement
to
waive
its
fee
and/or
reimburse
expenses
to
limit
Total
Annual
Fund
Operating
Expenses.
Shares
redeemed
or
exchanged
within
180
days
of
purchase
will
be
charged
a
1.00%
fee.
Fund
performance
returns
shown
do
not
reflect
this
fee;
if
reflected,
the
returns
would
have
been
lower.
2021
PERFORMANCE
ANALYSIS:
Financials
were
the
largest
contributor,
partially
due
to
the
21%
portfolio
weighting,
as
well
as
robust
results
from
most
U.S.
financial
holdings.
Capital
One,
Webster
Financial
and
JPMorgan
Chase
were
among
the
holdings
in
double-digit
positive
territory
amid
prospects
of
higher
interest
rates
(and
the
coinciding
higher
net
interest
margins)
as
the
Fed
seeks
to
curb
rising
inflation.
Capital
One
and
JPMorgan
Chase
also
noted
stable
credit
quality
across
their
consumer
and
corporate
portfolios,
with
abnormally
low
credit
charge-offs.
Pandemic
and
post-hurricane
recoveries
bolstered
macro-economic
conditions
in
Puerto
Rico,
a
boon
for
regional
banks
like
Popular
Inc.
The
bank
had
consistently
healthy
earnings
throughout
the
year,
with
higher
net
income,
increased
credit/debit
spending,
strong
auto
and
mortgage
originations
and
more
deposits.
Canada-
based
Toronto-Dominion
Bank
announced
great
results
on
the
back
of
higher
domestic
consumer
spending
and
a
resilient
housing
market;
the
bank
also
noted
margin
expansion
in
its
U.S.
retail
business.
Positioned
in
a
resilient
Norwegian
economy,
Sparebank
1
SR
reported
higher
loan
growth
in
a
solid
housing
market,
as
well
as
lower
quarter-over-quarter
impairments
and
operating
costs.
In
Switzerland,
Chubb
advanced
more
than
25%
after
experiencing
fewer
catastrophic
loss
claims,
while
increasing
premiums.
In
contrast,
Bancolombia
SA
had
a
tough
start
to
the
year
with
political
headwinds
2021
Annualized
As
of December
31,
2021
YTD
Q
IV
Q
III
Q
II
Q
I
1
Yr
3
Yrs
5
Yrs
10
Yrs
15
Yrs
20
Yrs
ITD*
Polaris
Global
Value
Fund
15.36%
2.41%
-1.06%
2.70%
10.89%
15.36%
14.76%
9.75%
11.98%
6.02%
9.60%
9.54%
MSCI
World
Index,
net
dividends
reinvested
21.82%
7.77%
-0.01%
7.74%
4.92%
21.82%
21.70%
15.03%
12.70%
7.43%
8.06%
7.50%
2
Polaris
Global
Value
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
DECEMBER
31,
2021
in
South
America
leading
to
the
election
of
a
Leftist
government
which
sparked
fears
of
a
crackdown
on
fee
income
for
banks.
However,
the
stock
did
recover
later
in
the
year
as
news
came
out
regarding
new
shareholder
ownership.
Gilinski
Group
has
made
a
public
acquisition
offer
for
approximately
25%
of
Grupo
Sura’s
shares;
And
Grupo
Sura
owns
46%
of
common
and
25%
of
Bancolombia’s
shares.
Crocs
was
the
single
largest
contributor
to
Fund
performance
for
the
year,
and
boosted
results
in
the
consumer
discretionary
sector.
Up
more
than
100%,
Crocs
cited
record
revenues
that
beat
the
highest
estimates
and
raised
its
full
year
forecast
despite
supply
disruptions.
Revenue
growth
was
notable
in
all
regions,
especially
the
Americas;
the
company
continued
to
capitalize
on
the
work-from-home
trend
where
comfortable
footwear
is
the
norm.
Inchcape
reported
remarkable
first
half
results
and
upgraded
full
year
guidance
due
to
good
performance
in
all
regions,
higher
margins,
and
the
ongoing
benefit
of
the
overhead
reduction
program.
The
company
also
announced
a
new
strategic
partnership
with
Greely
to
distribute
cars
in
Chile,
a
partnership
that
is
expected
to
expand
over
time.
Sony
Group
Corp.
added
to
sector
returns,
as
the
Japanese
company
announced
resilient
quarterly
results
across
all
divisions
(TVs,
cameras,
sensor
imaging,
gaming)
and
revised
up
full-year
guidance.
Additionally,
Sony
and
Taiwan
Semiconductor
Manufacturing
Company
entered
into
a
joint
venture
to
build
a
new
$7
billion
fab
facility
in
Japan,
with
the
goal
of
mass-producing
chips
in
that
facility
by
2024.
This
venture
is
expected
to
smooth
out
the
supply
of
critical
image
sensor
chip
components
for
Sony
products
and
other
electronics
makers.
The
Fund’s
healthcare
holdings
boosted
portfolio
performance,
with
the
sector
up
more
than
23%
for
the
year.
CVS
Health
Corp.
reported
better-than-expected
results,
projecting
high
single-digit
earnings
built
around
their
fully
integrated
health
care
provider
network
and
investment
in
primary
care
services.
The
company’s
COVID
response,
offering
both
testing
and
vaccines,
validated
their
strategic
business
model
directing
people
into
their
pharmacies
for
healthcare
procedures,
not
just
prescriptions.
Laboratory
Corp.
of
America
achieved
robust
results
throughout
the
year
that
generally
outperformed
market
estimates.
The
company
increased
full
year
guidance
as
patients
and
pharmaceutical
clients
have
accelerated
their
return
to
normal
health
care
and
business
activities.
Insurers
UnitedHealth
Group
Inc.
and
Anthem
Inc.
had
impressive
earnings
backed
by
expansion
of
their
provider
networks.
In
contrast,
Jazz
Pharmaceuticals
declined
more
than
30%,
making
it
one
of
the
worst
Fund
performers
for
the
year.
The
Irish
company
launched
Xywav
in
2020,
and
has
outperformed
estimates
for
four
consecutive
quarters.
A
“product
of
its
own
success”,
Jazz
now
faces
near-term
competition
from
authorized
generics
ahead
of
the
slated
2023
timeframe.
The
market
is
interpreting
this
news
as
an
intellectual
property
threat
to
Jazz's
oxybate
franchise;
however,
we
view
this
as
a
positive
as
recent
surveys
suggest
most
patients
prefer
Jazz’s
Xywav
formulation
over
the
generic
version.
The
communication
services
sector
was
under
pressure,
as
Fund
holdings
Cineworld
Group
and
Discovery
Inc.
suffered
double-digit
declines.
Cineworld
has
not
only
been
wrestling
with
the
pandemic
for
the
past
18
months,
but
it
has
also
been
embroiled
in
a
legal
fight
with
Cineplex,
a
Canadian
theatre
operator.
Cineworld
had
agreed
to
acquire
Cineplex
shortly
before
the
pandemic.
Following
the
outbreak,
the
deal
was
terminated,
with
Cineplex
claiming
rights
to
break-up
fees.
Following
a
lengthy
court
battle,
the
judge
ruled
in
favor
of
Cineplex
with
a
$950
million
judgment,
which
Cineworld
will
appeal.
Weakness
in
the
Discovery
stock
was
due
to
lower-than-expected
subscriber
numbers.
Balancing
out
these
losses
were
Publicis
Groupe
SA
and
Ipsos
SA,
both
up
approximately
40%
for
the
year.
French
advertising
and
market
research
company
Publicis
posted
good
quarterly
earnings,
with
organic
growth
noted
in
U.S.
and
Asian
operations;
European
operations
showed
sequential
improvement.
The
company
is
grabbing
a
disproportionate
amount
of
client
investment
in
3
Polaris
Global
Value
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
DECEMBER
31,
2021
digital
channels,
e-commerce
and
direct-to-consumer
advertising.
Ipsos
highlighted
organic
and
acquisitive
growth
at
the
company,
announcing
the
acquisition
of
a
U.K.
employee
research
firm,
Karian
and
Box.
The
Fund
portfolio
was
underweight
and
underperformed
the
benchmark
information
technology
sector,
due
to
lackluster
results
from
Catcher
Technology,
Brother
Industries
and
Samsung
Electronics.
Catcher
Technology’s
revenues
were
down
as
a
result
of
component
shortages
in
the
supply
chain.
Samsung
reported
upbeat
results,
but
the
stock
was
down
as
the
market
feared
the
strong
memory
price
cycle
may
be
weakening
given
high
inventory
levels
at
the
customer
level.
Brother
Industries
reported
decent
quarterly
results
and
revised
guidance
upward,
yet
concerns
arose
about:
1)
temporary
shutdowns
due
to
part
shortages,
as
was
the
case
at
Brother’s
Vietnam
factory
in
December,
2)
a
waning
work-from-home
customer
base
as
workers
returned
to
offices
and
3)
logistics
headwinds.
On
the
bright
side,
Microsoft
had
stellar
returns,
up
more
than
50%
on
the
year
as
it
continued
to
see
good
performance
across
all
divisions.
Microsoft
continues
to
benefit
from
the
work-from-home
trend,
with
Microsoft
Office
and
cloud-based
business
Azure
still
seeing
traction.
Returns
in
the
materials
sectors
were
underwhelming,
with
some
of
the
best
and
worst
performers
in
the
portfolio.
Berry
Global
Group
Inc.,
Yara
International
and
Linde
PLC
each
gained
in
excess
of
30%
for
the
year,
while
Canadian
methanol
producer,
Methanex,
dropped
more
than
13%.
Plastics
packaging
company
Berry
Global
reported
robust
quarterly
results,
with
organic
growth
across
all
business
segments.
Linde’s
streak
of
operational
and
financial
excellence
continued
as
volumes
and
prices
rose,
leading
to
healthy
quarterly
sales
coupled
with
margin
improvement.
While
methanol
prices
are
still
at
very
good
levels,
Methanex
is
facing
some
challenges
including:
the
Geismar
3
expansion,
although
it
is
coming
in
better
than
budget;
softer
Chinese
demand
for
methanol-to-olefins;
and
production
issues
in
New
Zealand
and
Trinidad.
Pandemic-induced
volatility
presented
opportunities
to
further
enhance
the
valuation
of
the
portfolio
with
the
addition
of
new
investment
ideas
that
fell
into
value
territory
on
short-term
swings.
We
purchased
approximately
a
dozen
companies
during
the
year
that
we
believe
have
solid
upside
potential,
while
selling
those
that
were
more
richly
priced.
Among
the
new
buys
were:
U.S.
logistics/e-commerce
transporter
Fed-Ex;
U.S.-based
biopharmaceutical
producer
United
Therapeutics
Corp.;
Allison
Transmission,
the
global
leader
in
supplying
a
fully
automatic
transmission
within
medium
to
heavy-duty
trucks;
FlatexDegiro,
a
pan-European
online
brokerage
business
with
a
dominant
market
share;
LG
Electronics,
a
global
leader
in
home
appliances;
Discovery
Inc.,
a
content
developer
and
distributor
in
the
U.S.
with
differentiated
product
offerings;
Alrosa
PJSC,
a
low-cost
producer
of
rough
diamonds
in
a
duopoly
structure
(Alrosa
and
De
Beers
control
two
thirds
of
the
rough
diamond
market);
Irish
biopharmaceutical
company
Jazz
Pharmaceuticals;
Canadian
base
metals
miner
Lundin
Mining;
and
three
Japanese
companies,
including
construction/real
estate
firm
Daito
Trust
Construction,
diversified
business
conglomerate
Marubeni
Corp.,
and
consumer
printer/ink
supply
company
Brother
Industries.
We
exacted
healthy
profits
from
the
vast
majority
of
our
sales,
including
Allete,
Verizon
Communications,
Tapestry
Inc.,
Ameris
Bancorp,
Lanxess
AG,
Alexion
Pharmaceuticals,
Signature
Aviation,
Quest
Diagnostics,
and
Valmet
OYJ,
to
name
a
few.
Other
sales
included
Coca-Cola
Europacific
Partners,
South
Korean
tobacco/ginseng
company
KT&G
Corp.,
Thai
bank
Siam
Commercial
and
investment
management
company
Franklin
Resources.
4
Polaris
Global
Value
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
DECEMBER
31,
2021
The
following
table
shows
the
Fund’s
asset
allocation
at
December
31,
2021.
Table
may
not
cross
foot
due
to
rounding.
INVESTMENT
ENVIRONMENT
AND
STRATEGY:
The
ultimate
recovery
from
the
pandemic
continues
to
drag
out,
with
developing
countries
rebounding
at
a
much
slower
rate
than
developed
countries
where
vaccination
rates
are
higher.
The
Omicron
variant
added
another
wrinkle
to
the
recovery;
however,
initial
analysis
shows
that
despite
the
increased
virulence,
severity
appears
less
with
fewer
hospitalizations
and
fatalities.
This
supports
the
thesis
that
we
are
moving
from
a
pandemic
to
an
endemic
disease,
with
a
congruent
lessening
economic
impact.
Yet,
ongoing
labor
issues,
shortages,
and
supply/demand
imbalances
are
translating
into
higher
input
prices.
Notwithstanding
our
long-held
observations
that
we
have
been
in
a
longer-term
deflationary
market,
short-term
inflation
will
persist
until
global
economic
competition
returns.
Inflation
should
help
many
of
our
portfolio
companies
and
we're
clearly
seeing
almost
all
the
companies
able
to
raise
prices
and
ultimately
cash
flow.
In
particular,
the
financial
sector
should
benefit
from
this
trend.
Assuming
that
inflation
doesn't
hurt
low
loan
performance
and
credit
quality,
it
should
help
banks’
net
interest
margins.
Materials
companies
and
many
of
the
low-cost
producers
that
are
hallmarks
of
the
Polaris
portfolio
should
benefit
nicely
as
they
adjust
prices
upward
and
add
to
margins.
Margin
adjustments
may
take
time
to
develop
since
selling
price
increases
may
lag
cost
increases.
We
have
anticipated
many
of
these
trends
and
believe
that
our
Fund
is
largely
positioned
to
avoid
the
negative
impact
and
hopefully
benefit
from
the
coming
changes
in
the
world
economy.
Our
research
pipeline
remains
active
as
we
capitalize
on
pockets
of
volatility
driven
by
COVID
waves,
supply
chain
disruptions,
etc.
to
purchase
undervalued
companies.
We
are
optimistic
that
the
opportunity
set
could
be
fruitful
in
2022.
The
challenge
is
waiting
for
the
recovery
to
transpire
and
drive
realized
value
of
our
existing
holdings.
This
will
allow
us
to
make
room
for
new
holdings
in
our
Fund
and
act
on
the
many
attractive
ideas
coming
through
our
screens.
As
always,
we
welcome
your
questions
and
comments.
MSCI
World
Index
Portfolio
Weight
Energy
Utilities
Materials
Industrials
Consumer
Discretionary
Consumer
Staples
Health
Care
Financials
Info.
Tech.
Comm.
Services
Real
Estate
Cash
N.
America
72.3%
43.6%
2.4%
1.0%
3.7%
4.4%
4.2%
2.2%
8.3%
10.9%
4.4%
2.1%
0.0%
0.0%
Japan
6.2%
9.0%
0.0%
0.0%
0.6%
1.4%
2.4%
0.8%
0.0%
0.9%
1.1%
0.8%
1.1%
0.0%
Other
Asia
3.1%
9.7%
0.0%
0.0%
0.0%
0.8%
3.2%
0.0%
0.0%
1.5%
3.3%
0.9%
0.0%
0.0%
Europe
16.1%
27.9%
0.0%
0.0%
7.2%
4.0%
6.2%
0.7%
2.5%
3.8%
0.0%
3.4%
0.0%
0.0%
Scandinavia
2.3%
6.6%
0.0%
0.0%
1.2%
1.5%
0.3%
0.0%
0.0%
3.5%
0.0%
0.0%
0.0%
0.0%
Africa
&
S.
America
0.0%
2.0%
0.0%
0.0%
1.2%
0.0%
0.0%
0.0%
0.0%
0.9%
0.0%
0.0%
0.0%
0.0%
Cash
0.0%
1.3%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
1.3%
Portfolio
Totals
100.0%
2.4%
1.0%
13.9%
12.1%
16.2%
3.7%
10.8%
21.5%
8.8%
7.3%
1.1%
1.3%
MSCI
World
Weight
3.1%
2.7%
4.2%
10.2%
12.3%
6.9%
12.6%
13.2%
23.7%
8.3%
2.8%
0.0%
5
Polaris
Global
Value
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
DECEMBER
31,
2021
Sincerely,
Bernard
R.
Horn,
Jr.,
Shareholder
and
Portfolio
Manager
As
of
December
31,
2021
,
the
Fund’s
largest
equity
holdings
and
the
percentages
they
represent
in
the
Fund’s
portfolio
market
value
were
as
follows
and
are
subject
to
change:
The
Fund’s
annual
performance
as
compared
to
the
benchmark
has
been
as
follows:
Historical
Calendar
Year
Annual
Returns
(years
ended
December
31)
Percentage
of
Issuer
Total
Market
Value
Crocs,
Inc.
2.0%
United
Therapeutics
Corp.
1.7%
Popular,
Inc.
1.6%
Publicis
Groupe
SA
1.5%
Toronto-Dominion
Bank
1.4%
Percentage
of
Issuer
Total
Market
Value
Arrow
Electronics,
Inc.
1.4%
SK
Hynix,
Inc.
1.4%
Anthem,
Inc.
1.4%
Sony
Group
Corp.
1.4%
CVS
Health
Corp.
1.4%
Polaris
Global
Value
Fund
MSCI
World
Index
2021
15.3
6
%
21.82%
2020
6.6
8
%
15.90%
2019
22.79%
27.67%
2018
-12.66%
-8.71%
2017
20.61%
22.40%
2016
11.67%
7.51%
2015
1.55%
-0.87%
2014
3.68%
4.94%
2013
36.94%
26.68%
2012
21.00%
15.83%
2011
-8.16%
-5.54%
2010
20.64%
11.76%
2009
35.46%
29.99%
2008
-46.19%
-40.71%
2007
-3.97%
9.04%
2006
24.57%
20.07%
Polaris
Global
Value
Fund
MSCI
World
Index
2005
10.52%
9.49%
2004
23.63%
14.72%
2003
47.06%
33.11%
2002
3.82%
-19.89%
2001
2.21%
-16.82%
2000
-5.82%
-13.18%
1999
16.50%
24.94%
1998
-8.85%
24.34%
1997
34.55%
15.76%
1996
23.34%
13.48%
1995
31.82%
20.72%
1994
-2.78%
5.08%
1993
25.70%
22.50%
1992
9.78%
-5.23%
1991
17.18%
18.28%
1990
-11.74%
-17.02%
6
Polaris
Global
Value
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
DECEMBER
31,
2021
IMPORTANT
INFORMATION
The
Fund
invests
in
securities
of
foreign
issuers,
including
issuers
located
in
countries
with
emerging
capital
markets.
Investments
in
such
securities
entail
certain
risks
not
associated
with
investments
in
domestic
securities,
such
as
volatility
of
currency
exchange
rates,
and
in
some
cases,
political
and
economic
instability
and
relatively
illiquid
markets.
These
risks
are
greater
for
emerging
markets.
Options
trading
involves
risk
and
is
not
suitable
for
all
investors.
Fund
performance
includes
reinvestment
of
dividends
and
capital
gains.
During
the
period,
some
of
the
Fund’s
fees
were
waived
or
expenses
reimbursed.
In
the
absence
of
these
waivers
and
reimbursements,
performance
figures
would
be
lower.
On
June
1,
1998,
a
limited
partnership
managed
by
the
adviser
reorganized
into
the
Fund.
The
predecessor
limited
partnership
maintained
an
investment
objective
and
investment
policies
that
were,
in
all
material
respects,
equivalent
to
those
of
the
Fund.
The
Fund’s
performance
for
the
periods
before
June
1,
1998
is
that
of
the
limited
partnership
and
includes
the
expenses
of
the
limited
partnership.
If
the
limited
partnership’s
performance
had
been
readjusted
to
reflect
the
second
year
expenses
of
the
Fund,
the
Fund’s
performance
for
all
the
periods
would
have
been
lower.
The
limited
partnership
was
not
registered
under
the
Investment
Company
Act
of
1940
and
was
not
subject
to
certain
investment
limitations,
diversification
requirements,
and
other
restrictions
imposed
by
the
1940
Act
and
the
Internal
Revenue
Code,
which,
if
applicable,
may
have
adversely
affected
its
performance.
The
MSCI
World
Index,
net
dividends
reinvested,
measures
the
performance
of
a
diverse
range
of
global
stock
markets
in
the
United
States,
Canada,
Europe,
Australia,
New
Zealand,
Israel
and
the
Far
East.
The
MSCI
World
Index
is
unmanaged
and
does
include
the
reinvestment
of
dividends,
net
of
withholding
taxes.
One
cannot
invest
directly
in
an
index
or
an
average.
The
views
in
this
letter
were
those
of
the
Fund
manager
as
of
December
31,
2021
and
may
not
reflect
the
views
of
the
manager
after
the
publication
date.
These
views
are
intended
to
assist
shareholders
of
the
Fund
in
understanding
their
investment
and
do
not
constitute
investment
advice.
7
Polaris
Global
Value
Fund
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
DECEMBER
31,
2021
The
following
chart
reflects
the
change
in
the
value
of
a
hypothetical
$10,000
investment,
including
reinvested
dividends
and
distributions,
in
the
Polaris
Global
Value
Fund
(the
“Fund”)
compared
with
the
performance
of
the
benchmark,
MSCI
World
Index,
over
the
past
ten
fiscal
years.
The
MSCI
World
Index
captures
large
and
mid
cap
representation
across
23
developed
markets
countries:
Australia,
Austria,
Belgium,
Canada,
Denmark,
Finland,
France,
Germany,
Hong
Kong,
Ireland,
Israel,
Italy,
Japan,
the
Netherlands,
New
Zealand,
Norway,
Portugal,
Singapore,
Spain,
Sweden,
Switzerland,
the
United
Kingdom
and
the
United
States.
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
Polaris
Global
Value
Fund
vs.
MSCI
World
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
1.24%.
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
and
interest
expense
on
short
sales,
acquired
fund
fees
and
expenses,
proxy
expenses
and
extraordinary
expenses)
to
0.99%,
through
April
30,
2022
(the
“Expense
Cap”).
The
Expense
Cap
may
be
raised
or
eliminated
only
with
the
consent
of
the
Board
of
Trustees.
During
the
year,
certain
fees
were
waived
and/or
expenses
reimbursed;
otherwise,
returns
would
have
been
lower.
Shares
redeemed
or
exchanged
within
180
days
of
purchase
will
be
charged
a
1.00%
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.
Because
of
ongoing
market
volatility,
Fund
performance
may
be
subject
to
substantial
short-term
changes.
For
the
most
recent
month-end
performance,
please
call
(888)
263-5594.
Average
Annual
Total
Returns
Years
Ended
December
31,
2021
One
Year
Five
Year
Ten
Year
Polaris
Global
Value
Fund
15.36%
9.75%
11.98%
MSCI
World
Index
21.82%
15.03%
12.70%
Polaris
Global
Value
Fund
SCHEDULE
OF
INVESTMENTS
DECEMBER
31,
2021
8
See
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Common
Stock
-
98.7%
Austria
-
0.8%
78,400
ANDRITZ
AG
$
4,050,545
Belgium
-
0.9%
38,970
Solvay
SA,
Class A
4,534,341
Canada
-
5.2%
796,700
Lundin
Mining
Corp.
6,222,693
78,066
Magna
International,
Inc.
6,316,499
149,837
Methanex
Corp.
5,927,383
91,951
Toronto-Dominion
Bank
7,049,613
25,516,188
Chile
-
1.2%
325,200
Antofagasta
PLC
5,891,735
China
-
0.8%
1,990,000
Weichai
Power
Co.,
Ltd.
3,894,480
Colombia
-
0.9%
491,900
Bancolombia
SA
4,197,966
France
-
4.2%
36,300
Cie
Generale
des
Etablissements
Michelin
SCA
5,957,365
54,107
IPSOS
2,541,033
112,276
Publicis
Groupe
SA
7,567,310
45,053
Vinci
SA
4,765,616
20,831,324
Germany
-
6.1%
63,400
BASF
SE
4,459,334
261,742
Deutsche
Telekom
AG
4,857,289
114,442
flatexDEGIRO
AG
(a)
2,637,114
87,000
Fresenius
SE
&
Co.
KGaA
3,506,351
27,800
Hannover
Rueck
SE
5,290,346
66,600
HeidelbergCement
AG
4,513,049
16,600
Muenchener
Rueckversicherungs-
Gesellschaft
AG
in
Muenchen,
Class R
4,923,214
30,186,697
Ireland
-
1.6%
1,963,841
Greencore
Group
PLC
(a)
3,442,313
36,700
Jazz
Pharmaceuticals
PLC
(a)
4,675,580
8,117,893
Italy
-
0.5%
2,399,507
TREVI
-
Finanziaria
Industriale
SpA
(a)
2,573,391
Japan
-
9.0%
101,000
Asahi
Group
Holdings,
Ltd.
3,928,314
277,200
Brother
Industries,
Ltd.
5,328,082
419,000
Daicel
Corp.
2,895,810
Shares
Security
Description
Value
Japan
-
9.0%
(continued)
46,100
Daito
Trust
Construction
Co.,
Ltd.
$
5,278,075
169,000
Honda
Motor
Co.,
Ltd.
4,745,458
135,000
KDDI
Corp.
3,945,666
700,200
Marubeni
Corp.
6,814,517
54,500
Sony
Group
Corp.
6,858,102
130,800
Sumitomo
Mitsui
Trust
Holdings,
Inc.
4,369,855
44,163,879
Norway
-
3.7%
243,896
DNB
Bank
ASA
5,594,358
329,537
SpareBank
1
SR-Bank
ASA
4,984,282
167,854
Sparebanken
Vest
1,909,825
116,600
Yara
International
ASA
5,891,865
18,380,330
Puerto
Rico
-
1.6%
94,900
Popular,
Inc.
7,785,596
Russia
-
1.0%
3,148,600
Alrosa
PJSC
5,149,215
Singapore
-
0.9%
213,250
United
Overseas
Bank,
Ltd.
4,256,771
South
Korea
-
7.3%
21,200
Hyundai
Mobis
Co.,
Ltd.
4,538,717
95,200
Kia
Corp.
6,582,915
39,100
LG
Electronics,
Inc.
4,539,054
377,015
LG
Uplus
Corp.
4,313,273
89,242
Samsung
Electronics
Co.,
Ltd.
5,878,148
97,000
Shinhan
Financial
Group
Co.,
Ltd.
3,002,818
63,400
SK
Hynix,
Inc.
6,986,667
35,841,592
Sweden
-
2.8%
125,200
Duni
AB,
Class A
(a)
1,618,308
103,203
Loomis
AB
2,749,050
195,400
SKF
AB,
Class B
4,638,377
460,533
Svenska
Handelsbanken
AB,
Class A
4,987,468
13,993,203
Switzerland
-
2.1%
31,544
Chubb,
Ltd.
6,097,771
47,900
Novartis
AG
4,220,162
10,317,933
Taiwan
-
0.7%
640,000
Catcher
Technology
Co.,
Ltd.
3,620,197
United
Kingdom
-
10.5%
393,000
Amcor
PLC
4,719,930
708,411
Babcock
International
Group
PLC
(a)
3,054,959
143,234
Bellway
PLC
6,467,649
131,626
Bunzl
PLC
5,139,984
4,681,050
Cineworld
Group
PLC
(a)
2,026,898
Polaris
Global
Value
Fund
SCHEDULE
OF
INVESTMENTS
DECEMBER
31,
2021
9
See
Notes
to
Financial
Statements.
At
December
31,
2021,
the
Fund
held
the
following
written
options
contracts:
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
December
31,
2021.
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
Shares
Security
Description
Value
United
Kingdom
-
10.5%
(continued)
475,403
Inchcape
PLC
$
5,852,466
16,513
Linde
PLC
5,720,599
258,426
Mondi
PLC
6,387,211
55,928
Next
PLC
6,169,659
2,508,047
Taylor
Wimpey
PLC
5,957,816
51,497,171
United
States
-
36.9%
45,651
AbbVie,
Inc.
6,181,145
150,200
Allison
Transmission
Holdings,
Inc.
5,459,770
14,900
Anthem,
Inc.
6,906,746
52,500
Arrow
Electronics,
Inc.
(a)
7,049,175
87,200
Avnet,
Inc.
3,595,256
80,600
Berry
Global
Group,
Inc.
(a)
5,946,668
103,900
Brookline
Bancorp,
Inc.
1,682,141
14,800
Cambridge
Bancorp
1,385,132
45,800
Capital
One
Financial
Corp.
6,645,122
48,351
Carter's,
Inc.
4,894,088
363,600
Cinemark
Holdings,
Inc.
(a)
5,861,232
169,774
Colony
Bankcorp,
Inc.
2,898,042
74,576
Crocs,
Inc.
(a)(b)
9,562,135
66,400
CVS
Health
Corp.
6,849,824
64,735
Dime
Community
Bancshares,
Inc.
2,276,083
206,000
Discovery,
Inc.,
Class C
(a)
4,717,400
23,000
FedEx
Corp.
5,948,720
27,467
General
Dynamics
Corp.
5,726,045
52,700
Ingredion,
Inc.
5,092,928
85,300
Intel
Corp.
4,392,950
119,163
International
Bancshares
Corp.
5,051,320
40,200
JPMorgan
Chase
&
Co.
6,365,670
20,000
Laboratory
Corp.
of
America
Holdings
(a)
6,284,200
28,000
M&T
Bank
Corp.
4,300,240
103,982
Marathon
Petroleum
Corp.
6,653,808
19,400
Microsoft
Corp.
6,524,608
53,876
NextEra
Energy,
Inc.
5,029,863
50,700
Premier
Financial
Corp.
1,567,137
55,800
Science
Applications
International
Corp.
4,664,322
65,000
Tyson
Foods,
Inc.,
Class A
5,665,400
38,800
United
Therapeutics
Corp.
(a)
8,383,904
12,068
UnitedHealth
Group,
Inc.
6,059,826
120,438
Webster
Financial
Corp.
6,725,258
202,700
Williams
Cos.,
Inc.
5,278,308
181,624,466
Total
Common
Stock
(Cost
$364,239,799)
486,424,913
Shares
Security
Description
Exercise
Price
Exp.
Date
Value
Warrants
-
0.0%
10,863
TREVI
-
Finanziaria
Industriale
SpA
(a)
(Cost
$1,001,311)
$
0.01
05/05/25
$
48,233
Shares
Security
Description
Value
Money
Market
Fund
-
1.0%
4,620,260
Northern
Institutional
Treasury
Portfolio
Premier
Shares,
0.01%
(c)
(Cost
$4,620,260)
4,620,260
Investments,
at
value
-
99.7%
(Cost
$369,861,370)
$
491,093,406
Total
Written
Options
-
0.0%
(Premiums
Received
$(83,695))
(35,000)
Other
Assets
&
Liabilities,
Net
-
0.3%
1,736,599
Net
Assets
-
100.0%
$
492,795,005
PJSC
Public
Joint
Stock
Company
PLC
Public
Limited
Company
(a)
Non-income
producing
security.
(b)
Subject
to
call
option
written
by
the
Fund.
(c)
Dividend
yield
changes
daily
to
reflect
current
market
conditions.
Rate
was
the
quoted
yield
as
of
December
31,
2021.
Contracts
Security
Description
Strike
Price
Exp.
Date
Notional
Contract
Value
Value
Written
Options
-
0.0%
Call
Options
Written
-
0.0%
(200)
Crocs,
Inc.
(Premiums
Received
$(83,695))
$
165.00
02/22
$
2,564,400
$
(35,000)
Polaris
Global
Value
Fund
SCHEDULE
OF
INVESTMENTS
DECEMBER
31,
2021
10
See
Notes
to
Financial
Statements.
in
the
table
below,
please
refer
to
the
Security
Valuation
section
in
Note
2
of
the
accompanying
Notes
to
Financial
Statements.
* Other
Financial
Instruments
are
derivatives
not
reflected
in
the
Schedule
of
Investments,
such
as
Written
Options,
which
are
reported
at
their
market
value at
year
end.
Level
1
Level
2
Level
3
Total
Assets
Investments
at
Value
Common
Stock
Austria
$
4,050,545
$
–
$
–
$
4,050,545
Belgium
4,534,341
–
–
4,534,341
Canada
25,516,188
–
–
25,516,188
Chile
5,891,735
–
–
5,891,735
China
3,894,480
–
–
3,894,480
Colombia
4,197,966
–
–
4,197,966
France
20,831,324
–
–
20,831,324
Germany
30,186,697
–
–
30,186,697
Ireland
8,117,893
–
–
8,117,893
Italy
2,573,391
–
–
2,573,391
Japan
44,163,879
–
–
44,163,879
Norway
18,380,330
–
–
18,380,330
Puerto
Rico
7,785,596
–
–
7,785,596
Russia
5,149,215
–
–
5,149,215
Singapore
4,256,771
–
–
4,256,771
South
Korea
35,841,592
–
–
35,841,592
Sweden
13,993,203
–
–
13,993,203
Switzerland
10,317,933
–
–
10,317,933
Taiwan
3,620,197
–
–
3,620,197
United
Kingdom
51,497,171
–
–
51,497,171
United
States
181,624,466
–
–
181,624,466
Warrants
48,233
–
–
48,233
Money
Market
Fund
–
4,620,260
–
4,620,260
Investments
at
Value
$
486,473,146
$
4,620,260
$
–
$
491,093,406
Total
Assets
$
486,473,146
$
4,620,260
$
–
$
491,093,406
Liabilities
Other
Financial
Instruments*
Written
Options
(35,000)
–
–
(35,000)
Total
Liabilities
$
(35,000)
$
–
$
–
$
(35,000)
PORTFOLIO
HOLDINGS
(Unaudited)
%
of
Total
Investments
Communication
Services
7.3%
Consumer
Discretionary
16.3%
Consumer
Staples
3.7%
Energy
2.4%
Financials
21.6%
Health
Care
10.8%
Industrials
12.1%
Information
Technology
8.9%
Materials
13.9%
Real
Estate
1.1%
Utilities
1.0%
Warrants
0.0%
Money
Market
Fund
0.9%
Written
Options
0.0%
100.0%
11
Polaris
Global
Value
Fund
STATEMENT
OF
ASSETS
AND
LIABILITIES
DECEMBER
31,
2021
See
Notes
to
Financial
Statements.
*
Shares
redeemed
or
exchanged
within
180
days
of
purchase
are
charged
a
1.00%
redemption
fee.
ASSETS
Investments,
at
value
(Cost
$369,861,370)
$
491,093,406
Receivables:
Fund
shares
sold
908,695
Investment
securities
sold
1,579,391
Dividends
1,284,983
Prepaid
expenses
13,098
Total
Assets
494,879,573
LIABILITIES
Call
options
written,
at
value
(Premiums
received
$83,695)
35,000
Payables:
Fund
shares
redeemed
1,161,688
Distributions
payable
409,208
Accrued
Liabilities:
Investment
adviser
fees
323,596
Fund
services
fees
42,400
Other
expenses
112,676
Total
Liabilities
2,084,568
NET
ASSETS
$
492,795,005
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
366,438,228
Distributable
earnings
126,356,777
NET
ASSETS
$
492,795,005
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
15,274,778
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE*
$
32.26
12
Polaris
Global
Value
Fund
STATEMENT
OF
OPERATIONS
YEAR
ENDED
DECEMBER
31,
2021
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$952,678)
$
12,562,999
Interest
income
22,184
Total
Investment
Income
12,585,183
EXPENSES
Investment
adviser
fees
5,109,777
Fund
services
fees
569,497
Custodian
fees
112,093
Registration
fees
35,404
Professional
fees
69,960
Trustees'
fees
and
expenses
11,562
Other
expenses
281,672
Total
Expenses
6,189,965
Fees
waived
(1,131,314)
Net
Expenses
5,058,651
NET
INVESTMENT
INCOME
7,526,532
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
(loss)
on:
Investments
20,784,085
Foreign
currency
transactions
(98,495)
Net
realized
gain
20,685,590
Net
change
in
unrealized
appreciation
(depreciation)
on:
Investments
40,453,444
Foreign
currency
translations
(48,211)
Written
options
48,695
Net
change
in
unrealized
appreciation
(depreciation)
40,453,928
NET
REALIZED
AND
UNREALIZED
GAIN
61,139,518
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
68,666,050
13
Polaris
Global
Value
Fund
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
See
Notes
to
Financial
Statements.
For
the
Years
Ended
December
31,
2021
2020
OPERATIONS
Net
investment
income
$
7,526,532
$
5,224,950
Net
realized
gain
(loss)
20,685,590
(2,958,596)
Net
change
in
unrealized
appreciation
(depreciation)
40,453,928
18,872,845
Increase
in
Net
Assets
Resulting
from
Operations
68,666,050
21,139,199
DISTRIBUTIONS
TO
SHAREHOLDERS
Total
Distributions
Paid
(19,470,505)
(6,905,258)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares
48,232,645
79,862,710
Reinvestment
of
distributions
18,438,772
6,452,739
Redemption
of
shares
(73,837,293)
(118,715,995)
Redemption
fees
26,417
23,683
Decrease
in
Net
Assets
from
Capital
Share
Transactions
(7,139,459)
(32,376,863)
Increase
(Decrease)
in
Net
Assets
42,056,086
(18,142,922)
NET
ASSETS
Beginning
of
Year
450,738,919
468,881,841
End
of
Year
$
492,795,005
$
450,738,919
SHARE
TRANSACTIONS
Sale
of
shares
1,483,117
3,494,534
Reinvestment
of
distributions
576,543
222,842
Redemption
of
shares
(2,265,782)
(5,152,538)
Decrease
in
Shares
(206,122)
(1,435,162)
14
Polaris
Global
Value
Fund
FINANCIAL
HIGHLIGHTS
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year.
For
the
Years
Ended
December
31,
2021
2020
2019
2018
2017
NET
ASSET
VALUE,
Beginning
of
Year
$
29.12
$
27.72
$
23.41
$
27.71
$
23.32
INVESTMENT
OPERATIONS
Net
investment
income
(a)
0.48
0.32
0.62
0.47
0.37
Net
realized
and
unrealized
gain
(loss)
3.97
1.53
4.72
(3.97)
4.43
Total
from
Investment
Operations
4.45
1.85
5.34
(3.50)
4.80
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
(0.50)
(0.34)
(0.68)
(0.77)
(0.41)
Net
realized
gain
(0.81)
(0.11)
(0.35)
(0.03)
–
Total
Distributions
to
Shareholders
(1.31)
(0.45)
(1.03)
(0.80)
(0.41)
REDEMPTION
FEES(a)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
NET
ASSET
VALUE,
End
of
Year
$
32.26
$
29.12
$
27.72
$
23.41
$
27.71
TOTAL
RETURN
15.36%
6.68%
22.79%
(12.66)%
20.61%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
492,795
$
450,739
$
468,882
$
422,161
$
544,750
Ratios
to
Average
Net
Assets:
Net
investment
income
1.47%
1.34%
2.35%
1.74%
1.45%
Net
expenses
0.99%
0.99%
0.99%
0.99%
0.99%
Gross
expenses
(c)
1.21%
1.24%
1.23%
1.23%
1.24%
PORTFOLIO
TURNOVER
RATE
19%
57%
10%
22%
48%
(a)
Calculated
based
on
average
shares
outstanding
during
each
year.
(b)
Less
than
$0.01
per
share.
(c)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
15
Polaris
Global
Value
Fund
NOTES
TO
FINANCIAL
STATEMENTS
DECEMBER
31,
2021
Note
1.
Organization
The
Polaris
Global
Value
Fund
(the
“Fund”)
is
a
diversified
portfolio
of
Forum
Funds
(the
“Trust”).
The
Trust
is
a
Delaware
statutory
trust
that
is
registered
as
an
open-end,
management
investment
company
under
the
Investment
Company
Act
of
1940,
as
amended
(the
“Act”).
Under
its
Trust
Instrument,
the
Trust
is
authorized
to
issue
an
unlimited
number
of
the
Fund’s
shares
of
beneficial
interest
without
par
value.
The
Fund
commenced
operations
June
1,
1998
after
it
acquired
the
net
assets
of
Global
Value
Limited
Partnership
(the
“Partnership”),
in
exchange
for
Fund
shares.
The
Partnership
commenced
operations
on
July
31,
1989.
The
Fund
seeks
capital
appreciation.
Note
2.
Summary
of
Significant
Accounting
Policies
The
Fund
is
an
investment
company
and
follows
accounting
and
reporting
guidance
under
Financial
Accounting
Standards
Board
Accounting
Standards
Codification
Topic
946,
“Financial
Services
–
Investment
Companies.”
These
financial
statements
are
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(“GAAP”),
which
require
management
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities,
the
disclosure
of
contingent
liabilities
at
the
date
of
the
financial
statements,
and
the
reported
amounts
of
increases
and
decreases
in
net
assets
from
operations
during
the
fiscal
year.
Actual
amounts
could
differ
from
those
estimates.
The
following
summarizes
the
significant
accounting
policies
of
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.
Forward
currency
contracts
are
generally
valued
based
on
interpolation
of
forward
curve
data
points
obtained
from
major
banking
institutions
that
deal
in
foreign
currencies
and
currency
dealers.
Shares
of
non-exchange
traded
open-end
mutual
funds
are
valued
at
net
asset
value
(“NAV”).
Short-term
investments
that
mature
in
sixty
days
or
less
may
be
valued
at
amortized
cost.
The
Fund
values
its
investments
at
fair
value
pursuant
to
procedures
adopted
by
the
Trust’s
Board
of
Trustees
(the
“Board”)
if
(1)
market
quotations
are
not
readily
available
or
(2)
the
Adviser,
as
defined
in
Note
3,
believes
that
the
values
available
are
unreliable.
The
Trust’s
Valuation
Committee,
as
defined
in
the
Fund’s
registration
statement,
performs
certain
functions
as
they
relate
to
the
administration
and
oversight
of
the
Fund’s
valuation
procedures.
Under
these
procedures,
the
Valuation
Committee
convenes
on
a
regular
and
ad
hoc
basis
to
review
such
investments
and
considers
a
number
of
factors,
including
valuation
methodologies
and
significant
unobservable
inputs,
when
arriving
at
fair
value.
The
Valuation
Committee
may
work
with
the
Adviser
to
provide
valuation
inputs.
In
determining
fair
valuations,
inputs
may
include
market-based
analytics
that
may
consider
related
or
comparable
assets
or
liabilities,
recent
transactions,
market
multiples,
book
values
and
other
relevant
investment
information.
Adviser
inputs
may
include
an
income-based
approach
in
which
the
anticipated
future
cash
flows
of
the
investment
are
discounted
in
determining
fair
value.
Discounts
may
also
be
applied
based
on
the
nature
or
duration
of
any
restrictions
on
the
disposition
of
the
investments.
The
Valuation
Committee
performs
regular
reviews
of
valuation
methodologies,
key
inputs
and
assumptions,
disposition
analysis
and
market
activity.
16
Polaris
Global
Value
Fund
NOTES
TO
FINANCIAL
STATEMENTS
DECEMBER
31,
2021
Fair
valuation
is
based
on
subjective
factors
and,
as
a
result,
the
fair
value
price
of
an
investment
may
differ
from
the
security’s
market
price
and
may
not
be
the
price
at
which
the
asset
may
be
sold.
Fair
valuation
could
result
in
a
different
NAV
than
a
NAV
determined
by
using
market
quotes.
GAAP
has
a
three-tier
fair
value
hierarchy.
The
basis
of
the
tiers
is
dependent
upon
the
various
“inputs”
used
to
determine
the
value
of
the
Fund’s
investments.
These
inputs
are
summarized
in
the
three
broad
levels
listed
below:
Level
1
-
Quoted
prices
in
active
markets
for
identical
assets
and
liabilities.
Level
2
-
Prices
determined
using
significant
other
observable
inputs
(including
quoted
prices
for
similar
securities,
interest
rates,
prepayment
speeds,
credit
risk,
etc.).
Short-term
securities
with
maturities
of
sixty
days
or
less
are
valued
at
amortized
cost,
which
approximates
market
value,
and
are
categorized
as
Level
2
in
the
hierarchy.
Municipal
securities,
long-term
U.S.
government
obligations
and
corporate
debt
securities
are
valued
in
accordance
with
the
evaluated
price
supplied
by
a
pricing
service
and
generally
categorized
as
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,
2021,
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.
Non-cash
dividend
income
is
recorded
at
the
fair
market
value
of
the
securities
received.
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.
Written
Options
–
When
a
fund
writes
an
option,
an
amount
equal
to
the
premium
received
by
the
fund
is
recorded
as
a
liability
and
is
subsequently
adjusted
to
the
current
value
of
the
option
written.
Premiums
received
from
writing
options
that
expire
unexercised
are
treated
by
the
fund
on
the
expiration
date
as
realized
gain
from
written
options.
The
difference
between
the
premium
and
the
amount
paid
on
effecting
a
closing
purchase
transaction,
including
brokerage
commissions,
is
also
treated
as
a
realized
or
if
the
premium
is
less
than
the
amount
paid
for
the
closing
purchase
transaction,
as
a
realized
loss.
If
a
call
option
is
exercised,
the
premium
is
added
to
the
proceeds
from
the
sale
of
the
underlying
security
in
determining
whether
the
fund
has
realized
a
gain
or
loss.
If
a
put
option
is
exercised,
the
premium
reduces
the
cost
basis
of
17
Polaris
Global
Value
Fund
NOTES
TO
FINANCIAL
STATEMENTS
DECEMBER
31,
2021
the
securities
purchased
by
the
fund.
The
fund,
as
writer
of
an
option,
bears
the
market
risk
of
an
unfavorable
change
in
the
price
of
the
security
underlying
the
written
option.
Written
options
are
non-income
producing
securities.
The
values
of
each
individual
written
option
outstanding
as
of
December
31,
2021,
are
disclosed
in
the
Fund’s
Schedule
of
Investments.
Foreign
Currency
Translations
–
Foreign
currency
amounts
are
translated
into
U.S.
dollars
as
follows:
(1)
assets
and
liabilities
at
the
rate
of
exchange
at
the
end
of
the
respective
period;
and
(2)
purchases
and
sales
of
securities
and
income
and
expenses
at
the
rate
of
exchange
prevailing
on
the
dates
of
such
transactions.
The
portion
of
the
results
of
operations
arising
from
changes
in
the
exchange
rates
and
the
portion
due
to
fluctuations
arising
from
changes
in
the
market
prices
of
securities
are
not
isolated.
Such
fluctuations
are
included
with
the
net
realized
and
unrealized
gain
or
loss
on
investments.
Foreign
Currency
Transactions
–
The
Fund
may
enter
into
transactions
to
purchase
or
sell
foreign
currency
contracts
and
options
on
foreign
currency.
Forward
currency
contracts
are
agreements
to
exchange
one
currency
for
another
at
a
future
date
and
at
a
specified
price.
A
fund
may
use
forward
currency
contracts
to
facilitate
transactions
in
foreign
securities,
to
manage
a
fund’s
foreign
currency
exposure
and
to
protect
the
U.S.
dollar
value
of
its
underlying
portfolio
securities
against
the
effect
of
possible
adverse
movements
in
foreign
exchange
rates.
These
contracts
are
intrinsically
valued
daily
based
on
forward
rates,
and
a
fund’s
net
equity
therein,
representing
unrealized
gain
or
loss
on
the
contracts
as
measured
by
the
difference
between
the
forward
foreign
exchange
rates
at
the
dates
of
entry
into
the
contracts
and
the
forward
rates
at
the
reporting
date,
is
recorded
as
a
component
of
NAV.
These
instruments
involve
market
risk,
credit
risk,
or
both
kinds
of
risks,
in
excess
of
the
amount
recognized
in
the
Statement
of
Assets
and
Liabilities.
Risks
arise
from
the
possible
inability
of
counterparties
to
meet
the
terms
of
their
contracts
and
from
movement
in
currency
and
securities
values
and
interest
rates.
Due
to
the
risks
associated
with
these
transactions,
a
fund
could
incur
losses
up
to
the
entire
contract
amount,
which
may
exceed
the
net
unrealized
value
included
in
its
NAV.
Distributions
to
Shareholders
–
The
Fund
declares
any
dividends
from
net
investment
income
and
pays
them
annually.
Any
net
capital
gains
and
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,
2021,
there
are
no
uncertain
tax
positions
that
would
require
financial
statement
recognition,
de-recognition
or
disclosure.
18
Polaris
Global
Value
Fund
NOTES
TO
FINANCIAL
STATEMENTS
DECEMBER
31,
2021
Income
and
Expense
Allocation
–
The
Trust
accounts
separately
for
the
assets,
liabilities
and
operations
of
each
of
its
investment
portfolios.
Expenses
that
are
directly
attributable
to
more
than
one
investment
portfolio
are
allocated
among
the
respective
investment
portfolios
in
an
equitable
manner.
Redemption
Fees
–
A
shareholder
who
redeems
or
exchanges
shares
within
180
days
of
purchase
will
incur
a
redemption
fee
of
1.00%
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
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.
Note
3.
Fees
and
Expenses
Investment
Adviser
–
Polaris
Capital
Management,
LLC
(the
“Adviser”)
is
the
investment
adviser
to
the
Fund.
Pursuant
to
an
investment
advisory
agreement,
the
Adviser
receives
an
advisory
fee,
payable
monthly,
from
the
Fund
at
an
annual
rate
of
1.00%
of
the
Fund’s
average
daily
net
assets.
Distribution
–
Foreside
Fund
Services,
LLC
serves
as
the
Fund’s
distributor
(the
“Distributor”).
The
Fund
does
not
have
a
distribution
(12b-1)
plan;
accordingly,
the
Distributor
does
not
receive
compensation
from
the
Fund
for
its
distribution
services.
The
Adviser
compensates
the
Distributor
directly
for
its
services.
The
Distributor
is
not
affiliated
with
the
Adviser
or
Atlantic
Fund
Administration,
LLC,
a
wholly
owned
subsidiary
of
Apex
US
Holdings
LLC
(d/b/a
Apex
Fund
Services)
(“Apex”)
or
their
affiliates.
Other
Service
Providers
–
Apex
provides
fund
accounting,
fund
administration,
compliance
and
transfer
agency
services
to
the
Fund.
The
fees
related
to
these
services
are
included
in
Fund
services
fees
within
the
Statement
of
Operations.
Apex
also
provides
certain
shareholder
report
production
and
EDGAR
conversion
and
filing
services.
Pursuant
to
an
Apex
Services
Agreement,
the
Fund
pays
Apex
customary
fees
for
its
services.
Apex
provides
a
Principal
Executive
Officer,
a
Principal
Financial
Officer,
a
Chief
Compliance
Officer
and
an
Anti-Money
Laundering
Officer
to
the
Fund,
as
well
as
certain
additional
compliance
support
functions.
Trustees
and
Officers
–
The
Trust
pays
each
independent
Trustee
an
annual
retainer
of
$31,000
for
services
to
the
Trust
($41,000
for
the
Chairman).
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.
19
Polaris
Global
Value
Fund
NOTES
TO
FINANCIAL
STATEMENTS
DECEMBER
31,
2021
Certain
officers
of
the
Trust
are
also
officers
or
employees
of
the
above
named
service
providers,
and
during
their
terms
of
office
received
no
compensation
from
the
Fund.
Note
4.
Fees
Waived
The
Adviser
has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
annual
operating
expenses
to
0.99%
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
dividend
and
interest
expense
on
short
sales,
acquired
fund
fees
and
expenses,
proxy
expenses
and
extraordinary
expenses),
through
April
30,
2022.
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.
Other
Waivers
are
not
eligible
for
recoupment.
For
the
year
ended
December
31,
2021,
fees
waived
were
as
follows:
Note
5.
Security
Transactions
The
cost
of
purchases
and
proceeds
from
sales
of
investment
securities
(including
maturities),
other
than
short-term
investments
during
the
year
ended
December
31,
2021,
were
$93,471,748
and
$110,513,154,
respectively.
Note
6.
Summary
of
Derivative
Activity
The
volume
of
open
derivative
positions
may
vary
on
a
daily
basis
as
the
Fund
transacts
derivative
contracts
in
order
to
achieve
the
exposure
desired
by
the
Adviser.
Premiums
received
on
purchased
and
written
options
for
year
ended
December
31,
2021,
for
any
derivative
type
that
was
held
during
the
period
is
as
follows:
The
Fund’s
use
of
derivatives
during
the
year
ended
December
31,
2021,
was
limited
to
written
options.
Following
is
a
summary
of
the
effects
of
derivative
on
the
Statement
of
Assets
and
Liabilities
as
of
December
31,
2021:
Investment
Adviser
Fees
Waived
Other
Waivers
Total
Fees
Waived
$
1,078,814
$
52,500
$
1,131,314
Written
Options
$
(83,695)
Location:
Equity
Risk
Liability
derivatives:
Call
options
written
$
(35,000)
20
Polaris
Global
Value
Fund
NOTES
TO
FINANCIAL
STATEMENTS
DECEMBER
31,
2021
Realized
and
unrealized
gains
and
losses
on
derivative
contracts
during
the
year
ended
December
31,
2021,
by
the
Fund
are
recorded
in
the
following
locations
on
the
Statement
of
Operations:
Asset
(Liability)
amounts
shown
in
the
table
below
represent
amounts
for
derivative
related
investments
at
December
31,
2021
.
These
amounts
may
be
collateralized
by
cash
or
financial
instruments.
Note
7.
Federal
Income
Tax
As
of
December
31,
2021,
the
cost
of
investments
for
federal
income
tax
purposes
is
$372,321,320 and
the
components
of
net
unrealized appreciation were
as
follows:
Distributions
paid
during
the
fiscal
years
ended
as
noted
were
characterized
for
tax
purposes
as
follows:
Location:
Equity
Contracts
Net
change
in
unrealized
appreciation
(depreciation)
on:
Written
options
$
48,695
Total
net
change
in
unrealized
appreciation
(depreciation)
$
48,695
Gross
Asset
(Liability)
as
Presented
in
the
Statement
of
Assets
and
Liabilities
Financial
Instruments
(Received)
Pledged*
Cash
Collateral
(Received)
Pledged*
Net
Amount
Liabilities:
Over-the-counter
derivatives**
(35,000)
35,000
–
–
*
The
actual
financial
instruments
and
cash
collateral
(received)
pledged
may
be
in
excess
of
the
amounts
shown
in
the
table.
The
table
only
reflects
collateral
amounts
up
to
the
amount
of
the
financial
instrument
disclosed
on
the
Statement
of
Assets
and
Liabilities
**
Over-the-counter
derivatives
may
consist
of
written
options
contracts.
The
amounts
disclosed
above
represent
the
exposure
to
one
or
more
counterparties.
For
further
detail
on
individual
derivative
contracts
and
the
corresponding
unrealized
appreciation
(depreciation),
see
the
Schedule
of
Call
and
Put
Options
Written.
Gross
Unrealized
Appreciation
$
136,605,133
Gross
Unrealized
Depreciation
(17,868,047)
Net
Unrealized
Appreciation
$
118,737,086
2021
2020
Ordinary
Income
$
15,943,102
$
5,253,692
Long-Term
Capital
Gain
3,527,403
1,651,566
$
19,470,505
$
6,905,258
21
Polaris
Global
Value
Fund
NOTES
TO
FINANCIAL
STATEMENTS
DECEMBER
31,
2021
As
of
December
31,
2021,
distributable
earnings
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
passive
foreign
investment
company
transactions,
wash
sales
and
return
of
capital
on
equity
securities.
During
the
year
ended
December
31,
2021,
the
Fund
utilized
$1,166,745
of
capital
loss
carryforwards
to
offset
capital
gains.
Note
8.
Subsequent
Events
Subsequent
events
occurring
after
the
date
of
this
report
through
the
date
these
financial
statements
were
issued
have
been
evaluated
for
potential
impact,
and
the
Fund
has
had
no
such
events.
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
$
773,476
Undistributed
Long-Term
Gain
6,852,129
Unrealized
Appreciation
118,731,172
Total
$
126,356,777
22
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
To
the
Board
of
Trustees
of
Forum
Funds
and
the
Shareholders
of
Polaris
Global
Value
Fund
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
statement
of
assets
and
liabilities
of
Polaris
Global
Value
Fund,
a
series
of
shares
of
beneficial
interest
in
Forum
Funds
(the
“Fund”),
including
the
schedule
of
investments,
as
of
December
31,
2021,
and
the
related
statement
of
operations
for
the
year
then
ended,
the
statements
of
changes
in
net
assets
for
each
of
the
years
in
the
two-year
period
then
ended
and
the
financial
highlights
for
each
of
the
years
in
the
five-year
period
then
ended,
and
the
related
notes
(collectively
referred
to
as
the
“financial
statements”).
In
our
opinion,
the
financial
statements
present
fairly,
in
all
material
respects,
the
financial
position
of
the
Fund
as
of
December
31,
2021,
and
the
results
of
its
operations
for
the
year
then
ended,
the
changes
in
its
net
assets
for
each
of
the
years
in
the
two-year
period
then
ended
and
its
financial
highlights
for
each
of
the
years
in
the
five-year
period
then
ended,
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America.
Basis
for
Opinion
These
financial
statements
are
the
responsibility
of
the
Fund’s
management.
Our
responsibility
is
to
express
an
opinion
on
the
Fund's
financial
statements
based
on
our
audits.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)
(“PCAOB”)
and
are
required
to
be
independent
with
respect
to
the
Fund
in
accordance
with
the
U.S.
federal
securities
law
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.
We
conducted
our
audits
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audits
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement,
whether
due
to
error
or
fraud.
The
Fund
is
not
required
to
have,
nor
were
we
engaged
to
perform,
an
audit
of
its
internal
control
over
financial
reporting.
As
part
of
our
audits
we
are
required
to
obtain
an
understanding
of
internal
control
over
financial
reporting
but
not
for
the
purpose
of
expressing
an
opinion
on
the
effectiveness
of
the
Fund’s
internal
control
over
financial
reporting.
Accordingly,
we
express
no
such
opinion.
Our
audits
included
performing
procedures
to
assess
the
risk
of
material
misstatement
of
the
financial
statements,
whether
due
to
error
or
fraud,
and
performing
procedures
that
respond
to
those
risks.
Such
procedures
included
examining,
on
a
test
basis,
evidence
regarding
the
amounts
and
disclosures
in
the
financial
statements.
Our
procedures
included
confirmation
of
securities
owned
as
of
December
31,
2021
by
correspondence
with
the
custodian
and
broker.
Our
audits
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
financial
statements.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinion.
BBD,
LLP
We
have
served
as
the
auditor
of
one
or
more
of
the
Funds
in
the
Forum
Funds
since
2008.
Philadelphia,
Pennsylvania
February
25,
2022
23
Polaris
Global
Value
Fund
ADDITIONAL
INFORMATION
(Unaudited)
DECEMBER
31,
2021
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
program
and
for
reporting
to
the
Board
on
at
least
an
annual
basis
regarding,
among
other
things,
the
program’s
operation,
adequacy,
and
effectiveness.
The
Program
Administrator
assessed
the
Fund’s
liquidity
risk
profile
based
on
information
gathered
for
the
period
July
1,
2020
through
June
30,
2021
in
order
to
prepare
a
written
report
to
the
Board
for
review
at
its
meeting
held
on
September
9,
2021.
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.
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
(888)
263-5594,
on
the
Fund's
website
at
www.polarisfunds.com,
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
(888)
263-5594,
on
the
Fund's
website
at
www.polarisfunds.com,
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.
24
Polaris
Global
Value
Fund
ADDITIONAL
INFORMATION
(Unaudited)
DECEMBER
31,
2021
Shareholder
Expense
Example
As
a
shareholder
of
the
Fund,
you
incur
two
types
of
costs:
(1)
transaction
costs,
including
redemption
fees
and
exchange
fees,
and
(2)
ongoing
costs,
including
management
fees
and
other
Fund
expenses.
This
example
is
intended
to
help
you
understand
your
ongoing
costs
(in
dollars)
of
investing
in
the
Fund,
and
to
compare
these
costs
with
the
ongoing
costs
of
investing
in
other
mutual
funds.
The
example
is
based
on
an
investment
of
$1,000
invested
at
the
beginning
of
the
period
and
held
for
the
entire
period
from
July
1,
2021
through
December
31,
2021.
Actual
Expenses
–
The
first
line
of
the
table
below
provides
information
about
actual
account
values
and
actual
expenses.
You
may
use
the
information
in
this
line,
together
with
the
amount
you
invested,
to
estimate
the
expenses
that
you
paid
over
the
period.
Simply
divide
your
account
value
by
$1,000
(for
example,
an
$8,600
account
value
divided
by
$1,000
=
8.6),
then
multiply
the
result
by
the
number
in
the
first
line
under
the
heading
entitled
“Expenses
Paid
During
Period”
to
estimate
the
expenses
you
paid
on
your
account
during
the
period.
Hypothetical
Example
for
Comparison
Purposes
–
The
second
line
of
the
table
below
provides
information
about
hypothetical
account
values
and
hypothetical
expenses
based
on
the
Fund’s
actual
expense
ratio
and
an
assumed
rate
of
return
of
5%
per
year
before
expenses,
which
is
not
the
Fund’s
actual
return.
The
hypothetical
account
values
and
expenses
may
not
be
used
to
estimate
the
actual
ending
account
balance
or
expenses
you
paid
for
the
period.
You
may
use
this
information
to
compare
the
ongoing
costs
of
investing
in
the
Fund
and
other
funds.
To
do
so,
compare
this
5%
hypothetical
example
with
the
5%
hypothetical
examples
that
appear
in
the
shareholder
reports
of
other
funds.
Please
note
that
the
expenses
shown
in
the
table
are
meant
to
highlight
your
ongoing
costs
only
and
do
not
reflect
any
transactional
costs,
such
as
redemption
fees
and
exchange
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
fees
were
included,
your
costs
would
have
been
higher.
Federal
Tax
Status
of
Dividends
Declared
during
the
Fiscal
Year
For
federal
income
tax
purposes,
dividends
from
short-term
capital
gains
are
classified
as
ordinary
income.
The
Fund
designates
20.56
%
of
its
income
dividend
distributed
as
qualifying
for
the
corporate
dividends-received
deduction
(DRD)
Beginning
Account
Value
July
1,
2021
Ending
Account
Value
December
31,
2021
Expenses
Paid
During
Period*
Annualized
Expense
Ratio*
Actual
$
1,000.00
$
1,013.29
$
5.02
0.99%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.21
$
5.04
0.99%
*
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.
25
Polaris
Global
Value
Fund
ADDITIONAL
INFORMATION
(Unaudited)
DECEMBER
31,
2021
and
76.19
%
for
the
qualified
dividend
rate
(QDI)
as
defined
in
Section
1(h)(11)
of
the
Code.
The
Fund
also
designates
0.04
%
as
qualified
interest
income
exempt
from
U.S.
tax
for
foreign
shareholders
(QII).
The
Fund
also
designates
52.94
%
as
short-term
capital
gain
dividends
exempt
from
U.S.
tax
for
foreign
shareholders
(QSD).
The
Fund
paid
long-term
capital
gain
dividends
of
$3,527,403.
Trustees
and
Officers
of
the
Trust
The
Board
is
responsible
for
oversight
of
the
management
of
the
Trust’s
business
affairs
and
of
the
exercise
of
all
the
Trust’s
powers
except
those
reserved
for
the
shareholders.
The
following
table
provides
information
about
each
Trustee
and
certain
officers
of
the
Trust.
Each
Trustee
and
officer
holds
office
until
the
person
resigns,
is
removed
or
is
replaced.
Unless
otherwise
noted,
the
persons
have
held
their
principal
occupations
for
more
than
five
years.
The
address
for
all
Trustees
and
officers
is
Three
Canal
Plaza,
Suite
600,
Portland,
Maine
04101.
The
Fund’s
Statement
of
Additional
Information
includes
additional
information
about
the
Trustees
and
is
available,
without
charge
and
upon
request,
by
calling
(888)
263-5594
or
visit
the
Fund's
website
at
www.polarisfunds.com.
(1)
Jessica
Chase
is
currently
an
interested
person
of
the
Trust,
as
defined
in
the
1940
Act,
due
to
her
affiliation
with
Apex
Fund
Services
and
her
role
as
President
of
the
Trust.
Apex
Fund
Services
is
a
wholly
owned
subsidiary
of
Apex
US
Holdings
LLC.
Name
and
Year
of
Birth
Position
with
the
Trust
Length
of
Time
Served
Principal
Occupation(s)
During
Past
Five
Years
Number
of
Series
in
Fund
Complex
Overseen
By
Trustee
Other
Directorships
Held
By
Trustee
During
Past
Five
Years
Independent
Trustees
David
Tucker
Born:
1958
Trustee;
Chairman
of
the
Board
Since
2011
and
Chairman
since
2018
Director,
Blue
Sky
Experience
(a
charitable
endeavor)
since
2008;
Senior
Vice
President
&
General
Counsel,
American
Century
Companies
(an
investment
management
firm)
1998-
2008.
1
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Mark
D.
Moyer
Born:
1959
Trustee;
Chairman
of
the
Audit
Committee
Since
2018
Chief
Financial
Officer,
Freedom
House
(a
NGO
advocating
political
freedom
and
democracy)
since
2017;
independent
consultant
providing
interim
CFO
services,
principally
to
non-profit
organizations,
2011-2017.
1
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Jennifer
Brown-
Strabley
Born:
1964
Trustee
Since
2018
Principal,
Portland
Global
Advisors
(a
registered
investment
adviser),
1996-
2010.
1
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Interested
Trustees
(1)
Jessica
Chase
Born:
1970
Trustee
Since
2018
Director,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
1
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
26
Polaris
Global
Value
Fund
ADDITIONAL
INFORMATION
(Unaudited)
DECEMBER
31,
2021
Name
and
Year
of
Birth
Position
with
the
Trust
Length
of
Time
Served
Principal
Occupation(s)
During
Past
5
Years
Officers
Jessica
Chase
Born:
1970
President;
Principal
Executive
Officer
Since
2015
Director,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Karen
Shaw
Born:
1972
Treasurer;
Principal
Financial
Officer
Since
2008
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Zachary
Tackett
Born:
1988
Vice
President;
Secretary
and
Anti-
Money
Laundering
Compliance
Officer
Since
2014
Senior
Counsel,
Apex
Fund
Services
since
2019;
Counsel,
Atlantic
Fund
Services
2014-
2019.
Michael
J.
McKeen
Born:
1971
Vice
President
Since
2009
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Timothy
Bowden
Born:
1969
Vice
President
Since
2009
Manager,
Apex
Fund
Services
since
2019;
Manager,
Atlantic
Fund
Services
2008-2019.
Geoffrey
Ney
Born:
1975
Vice
President
Since
2013
Manager,
Apex
Fund
Services
since
2019;
Manager,
Atlantic
Fund
Services
2013-2019.
Todd
Proulx
Born:
1978
Vice
President
Since
2013
Manager,
Apex
Fund
Services
since
2019;
Manager,
Atlantic
Fund
Services
2013-2019.
Carlyn
Edgar
Born:
1963
Chief
Compliance
Officer
and
Vice
President
Chief
Compliance
Officer
2008-2016
and
2021-current;
Vice
President
since
2008
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
INTENTIONALLY
LEFT
BLANK
Annual
Report
DECEMBER
31,
2021
INVESTMENT
ADVISER
Polaris
Capital
Management,
LLC
121
High
Street
Boston,
MA
02110-2475
DISTRIBUTOR
Foreside
Fund
Services,
LLC
Three
Canal
Plaza,
Suite
100
Portland,
ME
04101
www.foreside.com
TRANSFER
AGENT
Apex
Fund
Services
P.O.
Box
588
Portland,
ME
04112
www.apexgroup.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.
225-ANR-1221
BEEHX
Annual
Report
December
31,
2021
Table
of
Contents
The
views
expressed
in
this
report
are
those
of
the
investment
advisor
of
The
BeeHive
Fund
(the
“Fund”)
as
of
December
31,
2021
and
may
not
reflect
its
views
on
the
date
this
report
is
first
published
or
any
time
thereafter.
These
views
are
intended
to
assist
shareholders
of
the
Fund
in
understanding
their
investments
in
the
Fund
and
do
not
constitute
investment
advice.
The
Fund
is
subject
to
various
forms
of
risk,
including
the
possible
loss
of
principal.
Investing
in
foreign
securities
entails
risks
not
associated
with
domestic
equities,
including
economic
and
political
instability
and
currency
fluctuations.
Investing
in
fixed
income
securities
includes
the
risk
that
rising
interest
rates
will
cause
a
decline
in
values.
Focused
investments
in
particular
industries
or
market
sectors
can
entail
increased
volatility
and
greater
market
risk
than
is
the
case
with
more
broadly
diversified
investments.
Investments
in
securities
of
small
and
mid-capitalization
companies
involve
the
possibility
of
greater
volatility
than
investments
in
larger
capitalization
companies.
Investments
in
American
Depositary
Receipts
involve
many
of
the
same
risks
as
investing
in
foreign
securities.
A
Message
to
Our
Shareholders
(Unaudited)
1
Performance
Chart
and
Analysis
(Unaudited)
4
Schedule
of
Investments
5
Statement
of
Assets
and
Liabilities
6
Statement
of
Operations
7
Statements
of
Changes
in
Net
Assets
8
Financial
Highlights
9
Notes
to
Financial
Statements
10
Report
of
Independent
Registered
Public
Accounting
Firm
14
Additional
Information
(Unaudited)
15
The
BeeHive
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
December
31,
2021
1
Dear
Shareholders,
Market
Overview
Midtown
Manhattan
is
empty.
Again.
The
sense
of
desperation
and
fear
that
we
felt
in
the
spring
of
2020
has
been
replaced
by
a
general
weariness.
Strangers
bond
over
the
question
“will
this
ever
end?”
Yet,
the
local
businesses
that
survived
the
first
round
seem
to
be
getting
by.
During
the
worst
of
the
early
pandemic
shutdown,
the
hole-in-the-wall
pizza
place
around
the
corner
from
Spears
Abacus
managed
to
stay
open
despite
a
90%
decline
in
business.
Thanks
to
a
handful
of
major
construction
projects
nearby,
it
now
has
a
slow
but
steady
stream
of
customers.
Many
of
the
construction
workers
buying
pizza
and
calzones
are
building
a
new
headquarters
for
JP
Morgan.
2021
started
with
vaccine-induced
optimism
but
ended
with
Omicron.
Along
the
way,
global
economic
activity
began
to
boom,
and
inflation
appeared
to
be
stickier
than
anticipated.
Interest
rates
rose,
making
the
bond
market
a
challenging
place
to
generate
positive
returns.
U.S.
stock
market
averages
boomed,
but
underlying
conditions
were
oddly
challenging.
Despite
positive
returns
in
the
mid-
20%
range
for
most
averages,
almost
40%
of
U.S.
stocks
posted
negative
returns
for
the
year.
Nearly
a
third
were
down
more
than
10%.
Such
stocks
are
sometimes
referred
to
as
torpedoes
because
they
come
out
of
nowhere
and
can
sink
a
portfolio.
It
is
often
the
case
that
stocks
that
underperform
have
some
common
characteristic,
size
or
similar
industry
groupings.
This
was
less
so
in
2021,
making
torpedoes
especially
difficult
to
avoid.
As
usual,
Washington
provided
its
own
crosscurrents.
Congress
passed
one
big
spending
bill,
but
Build
Back
Better
has
ground
to
a
halt.
In
the
absence
of
clarity
around
fiscal
policy,
monetary
policy
is
back
in
the
spotlight.
In
early
December,
the
governors
of
the
Federal
Reserve
Bank
abandoned
the
word
“transitory”
and
acknowledged
that
inflation
was
not
abating.
The
Fed
would
taper
its
purchases
of
bonds
more
quickly
than
anticipated
and
would
likely
raise
short-term
interest
rates
sooner
and
faster
than
markets
previously
forecasted.
The
shift
was
quickly
dubbed
the
Powell
Pivot.
“Powell’s
pivot
on
inflation
turns
the
trader
pandemic
playbook
on
its
head.”
–
Headline
from
Trader
Talk,
CNBC
on
December
1,
2021.
The
pivot
from
accommodation
to
tightening
presumably
would
usher
in
a
new
set
of
investing
“rules.”
But
at
least
the
rules
would
be
clear.
What
worked
best
during
a
period
of
easy
money
would
likely
lag
as
interest
rates
rise.
New
leadership
would
emerge.
Investors
refer
to
this
as
a
regime
change.
When
it
is
orderly,
it
can
be
relatively
easily
navigated.
Orderly
went
out
the
window
with
Omicron.
Because
Omicron
surfaced
during
the
holiday
season,
its
impact,
particularly
on
the
travel
industry,
has
been
particularly
visible.
We
have
read
or
known
firsthand
about
thousands
of
cancelled
flights.
Guest
lists
shrank
or
expanded
as
family
members
and
friends
tested
positive
or
were
suddenly
available
because
others
contracted
Covid.
Events
were
cancelled.
Hotels
lost
guests.
Businesses
closed
for
lack
of
healthy
employees.
Assuming
that
these
challenges
are
felt
throughout
the
economy,
the
debate
about
the
future
of
inflation
will
resurface.
Using
our
local
pizza
place
as
an
example,
if
it
must
lay
off
its
few
remaining
employees
or
close
altogether,
it
would
be
bad
for
the
economy.
However,
if
even
a
few
more
office
workers
return
and
join
the
pipefitters
and
electricians
buying
slices,
it
might
require
the
pizzeria
to
hire
back
another
helper
at
the
same
time
that
it
is
forced
to
raise
prices
because
it
is
more
difficult
and
expensive
to
get
cheese,
tomatoes
and
flour.
This
could
be
good
for
the
economy
but
bad
for
inflation.
Central
bankers
are
charged
with
predicting
which
path
is
more
likely
and
adjusting
monetary
policy
accordingly.
Market
participants,
especially
shorter
term
traders,
will
examine
Fed
actions
and
statements
under
a
microscope
and
will
speculate
on
the
persistence
of
the
Powell
Pivot.
Many
will
place
bets
on
whether
there
will
be
a
regime
change.
When
we
invest,
we
avoid
the
behavior
and
language
of
Las
Vegas.
But
we
think
a
lot
about
the
kinds
of
risks
that
are
present
in
financial
markets.
Potential
inflection
points
(regime
changes)
present
specific
kinds
of
risks
that
can
be
quite
difficult
to
accurately
predict.
That
is
one
of
the
many
good
reasons
that
we
invest
in
a
portfolio
of
securities,
not
just
a
small
handful.
We
cannot
avoid
risk,
so
do
our
best
to
diversify
it.
In
this
environment,
we
do
not
want
to
have
too
much
exposure
to
either
the
old
or
new
regime.
We
prefer
to
invest
in
businesses
where
the
factors
determining
risk
and
reward
are
unique
and
specific
rather
than
associated
with
general
economic
trends.
However,
this
is
not
always
possible.
The
BeeHive
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
December
31,
2021
2
We
will
continue
to
own
companies
that
we
believe
can
prosper
in
a
slow
growth
environment.
These
are
highly
profitable
businesses
that
have
little
competition
and
receive
steady
demand
for
their
products
and
services
in
all
but
the
most
dire
economic
circumstances.
As
a
result,
these
stocks
often
trade
at
relatively
high
valuations,
which
investors
are
willing
to
accept
in
a
low
interest-rate
environment.
If
the
Omicron
variant
forces
economies
to
retrench,
these
stocks
should
continue
to
outperform.
If,
in
fact,
we
do
enter
a
rising
growth
and
interest-rate
environment,
we
would
not
expect
this
group
of
stocks
to
be
market
leaders.
These
investments
are
balanced
by
another
portion
of
our
portfolios
invested
in
companies
that
benefit
directly
from
an
improving
economy.
Economic
sensitivity
is
usually
“rewarded”
with
lower
stock
valuations.
Cheap
stocks
have
noticeably
underperformed
in
the
low-growth
environment
since
the
financial
crisis,
creating
potentially
attractive
opportunities.
If
Covid
worries
fade
more
quickly
than
anticipated,
people
go
back
to
work,
eat
out
more,
buy
another
new
car
or
upgrade
appliances,
the
result
can
be
better
than
expected
earnings
growth
for
the
companies
that
provide
those
goods
and
services.
The
combination
of
lower
valuations
and
surprisingly
strong
earnings
generally
results
in
higher
stock
prices,
even
when
interest
rates
are
rising.
Many
companies
in
the
latter
group
have
been
out
of
favor
for
a
number
of
years.
Mainstream
investors
are
likely
unaware
that
the
best
of
them
have
meaningfully
improved
operations,
competitive
position
and
financial
characteristics.
Some
are
significant
beneficiaries
of
new
technologies
that
improve
their
businesses
further
still.
Undervalued
and
under-appreciated
can
be
an
especially
enticing
combination.
Portfolio
Insight
–
Technology
in
Unexpected
Places
In
2011
Mark
Andreesen,
one
of
the
most
respected
venture
capitalists
in
Silicon
Valley,
published
an
article
in
The
Wall
Street
Journal
titled,
“Why
Software
is
Eating
the
World”.
His
premise
was
that
ubiquitous
internet
access,
powerful
smartphones
and
cloud
delivery
of
applications
and
computing
power
would
enable
software-based
companies
to
successfully
compete
against
entrenched
players
in
traditional
industries.
Early
and
extreme
examples
would
be
Amazon
and
Netflix
pushing
Borders,
Barnes
&
Noble,
Blockbuster
and
others
out
of
the
bookselling
and
movie-rental
businesses.
“Over
the
next
10
years,”
Andreesen
wrote,
“the
battles
between
incumbents
and
software-powered
insurgents
will
be
epic.”
He
was
remarkably
prescient.
Google
and
Facebook
have
muscled
their
way
into
advertising.
Airbnb
is
a
significant
factor
in
hospitality.
Apple
and
Spotify
have
made
CDs
obsolete.
The
list
goes
on.
We
believe
that
it
is
likely
that,
in
the
next
decade,
software
will
move
even
more
deeply
into
industries
that
are
generally
thought
of
as
existing
only
in
the
physical
world.
Perhaps
the
most
obvious
example
of
this
is
in
the
automobile
industry.
Software
has
been
making
inroads
into
the
auto
industry
for
years,
arguably
since
VW
introduced
electronic
fuel
injection
in
the
1968
Type
III.
While
there
has
been
a
dramatic
increase
in
software
content
over
the
last
half
century
–
engine
management
systems,
anti-lock
brakes,
navigation
systems,
etc.
–
most
cars
on
the
road
today
are
not
all
that
different
than
the
VW
Type
III.
An
internal
combustion
engine
under
the
hood,
with
a
human
behind
the
wheel
calling
the
shots.
We
believe
that
the
next
ten
years
will
be
very
different
as
power-train
electrification
and
increasing
“active
safety”
content
bring
a
once-in-a-generation
change
in
personal
mobility.
In
the
end,
it
will
not
be
a
car
with
a
computer
in
it,
but
a
car
that
is
a
computer.
The
potential
implications
of
this
are
already
visible
in
the
market.
The
market
cap
of
Tesla,
a
perceived
or
presumed
winner,
is
30%
larger
than
the
ten
largest
auto
makers
by
volume.
In
our
opinion,
this
is
not
because
the
market
believes
that
Tesla
will
one
day
produce
all
the
cars
in
the
world,
but
because
in
a
world
of
software-enabled
vehicles,
new
high-margin
profit
pools
will
exist.
There
is
skepticism
in
the
market,
but
we
don’t
think
that
Tesla
will
be
alone
in
capturing
this
opportunity.
The
BeeHive
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
December
31,
2021
3
![](https://capedge.com/proxy/N-CSR/0001435109-22-000035/epub116543937576960.jpg)
Much
the
way
that
smartphone
makers
have
been
able
to
monetize
those
platforms
through
app
stores
and
search
deals,
we
believe
that
automakers
will
increasingly
find
ways
to
monetize
the
data
produced
and
consumed
by
the
vehicle
and
the
captive
audience
inside.
For
instance,
GM
is
already
using
vehicle
driving
data
to
launch
an
insurance
business
that
can
compete
by
offering
lower
rates
to
proven
safe
drivers.
But
it
won’t
be
just
car
makers
that
benefit.
We
believe
that
Fund
holding
Aptiv
will
be
among
the
clear
winners.
Once
a
traditional
auto-parts
supplier,
the
company
has
worked
to
position
its
portfolio
of
products
to
benefit
from
active
safety
and
electrification.
Its
revenue
should
continue
to
grow
by
eight
to
ten
percentage
points
above
the
auto
market
broadly
and
with
expanding
margins
as
sales
increasingly
come
from
software,
rather
than
hardware.
And,
as
Tesla
has
shown,
there
will
be
opportunities
for
companies
outside
of
the
auto
industry.
Google’s
Waymo
division
is
one
of
the
leaders
in
autonomous
driving,
Apple
is
rumored
to
have
its
own
automotive
ambitions,
and
even
Microsoft
has
gotten
in
on
the
action
with
a
cloud
partnership
with
GM’s
Cruise
to
help
manage
the
masses
of
data
required
for
fully
autonomous
driving.
Regards,
Spears
Abacus
The
BeeHive
Fund
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
December
31,
2021
4
The
following
chart
reflects
the
change
in
the
value
of
a
hypothetical
$10,000
investment,
including
reinvested
dividends
and
distributions,
in
The
BeeHive
Fund
(the
“Fund”)
compared
with
the
performance
of
the
benchmark,
S&P
500
Index
(the
“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
S&P
500
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
S&P
500
does
not
include
expenses.
The
Fund
is
professionally
managed,
while
the
S&P
500
is
unmanaged
and
is
not
available
for
investment.
Comparison
of
Change
in
Value
of
a
$10,000
Investment
in
The
BeeHive
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
1.00%.
However,
the
Fund’s
advisor has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
(excluding
taxes,
interest,
portfolio
transaction
expenses
and
extraordinary
expenses)
to
0.99%,
through
April
30,
2022
(the
“Expense
Cap”).
The
Expense
Cap
may
be
raised
or
eliminated
only
with
the
consent
of
the
Board
of
Trustees.
The
advisor
may
recoup
from
the
Fund
fees
waived
and
expenses
reimbursed
by
the
advisor
pursuant
to
the
Expense
Cap
if
such
recoupment
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
(after
the
recoupment
has
been
taken
into
account)
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.
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)
684-4915.
Average
Annual
Total
Returns
Periods
Ended
December
31,
2021
One
Year
Five
Year
Ten
Year
The
BeeHive
Fund
20.79%
13.47%
12.33%
S&P
500®
Index
28.71%
18.47%
16.55%
The
BeeHive
Fund
SCHEDULE
OF
INVESTMENTS
December
31,
2021
5
See
Notes
to
Financial
Statements.
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund’s investments
as
of
December
31,
2021.
The
inputs
or
methodology
used
for
valuing
securities
are
not
necessarily
an
indication
of
the
risks
associated
with
investing
in
those
securities.
For
more
information
on
valuation
inputs,
and
their
aggregation
into
the
levels
used
in
the
table
below,
please
refer
to
the
Security
Valuation
section
in
Note
2
of
the
accompanying
Notes
to
Financial
Statements.
The
Level
1
value
displayed
in
this
table
is
Common
Stock.
The
Level
2
value
displayed
in
this
table
is
a
Money
Market
Fund.
Refer
to
this
Schedule
of
Investments
for
a
further
breakout
of
each
security
by
industry.
Shares
Security
Description
Value
Common
Stock
-
99.0%
Consumer
Discretionary
-
14.7%
35,760
Aptiv
PLC
(a)
$
5,898,612
98,520
Comcast
Corp.,
Class A
4,958,512
109,550
General
Motors
Co.
(a)
6,422,916
108,720
Prosus
NV,
ADR
1,805,839
56,513
Restaurant
Brands
International,
Inc.
3,429,209
13,930
Whirlpool
Corp.
3,268,814
25,783,902
Consumer
Staples
-
9.5%
63,600
Molson
Coors
Beverage
Co.,
Class B
2,947,860
81,940
Mondelez
International,
Inc.,
Class A
5,433,441
49,750
Nestle
SA,
ADR
6,983,408
38,397
US
Foods
Holding
Corp.
(a)
1,337,368
16,702,077
Financials
-
14.9%
15,320
Aon
PLC,
Class A
4,604,579
11,720
Berkshire
Hathaway,
Inc.,
Class B
(a)
3,504,280
36,970
Chubb,
Ltd.
7,146,671
42,950
Intercontinental
Exchange,
Inc.
5,874,271
31,610
JPMorgan
Chase
&
Co.
5,005,444
26,135,245
Health
Care
-
7.3%
77,467
Tabula
Rasa
HealthCare,
Inc.
(a)
1,162,005
17,335
Thermo
Fisher
Scientific,
Inc.
11,566,605
12,728,610
Industrials
-
6.0%
61,030
Berry
Global
Group,
Inc.
(a)
4,502,793
80,061
BrightView
Holdings,
Inc.
(a)
1,127,259
15,000
Danaher
Corp.
4,935,150
10,565,202
Materials
-
5.8%
32,370
Ball
Corp.
3,116,260
63,950
Crown
Holdings,
Inc.
7,074,148
10,190,408
Real
Estate
-
2.7%
28,530
Prologis,
Inc.
REIT
4,803,311
Software
&
Services
-
33.1%
3,082
Alphabet,
Inc.,
Class A
(a)
8,928,677
2,251
Alphabet,
Inc.,
Class C
(a)
6,513,471
87,110
CDK
Global,
Inc.
3,635,972
76,220
Clarivate
PLC
(a)
1,792,694
39,990
Fiserv,
Inc.
(a)
4,150,562
27,329
Global
Payments,
Inc.
3,694,334
57,755
Microsoft
Corp.
19,424,162
59,860
Oracle
Corp.
5,220,391
40,581
VMware,
Inc.,
Class A
4,702,526
58,062,789
Technology
Hardware
&
Equipment
-
5.0%
49,765
Apple,
Inc.
8,836,771
Total
Common
Stock
(Cost
$72,381,201)
173,808,315
Shares
Security
Description
Value
Money
Market
Fund
-
2.1%
3,654,699
First
American
Treasury
Obligations
Fund,
Class X,
0.01%
(b)
(Cost
$3,654,699)
3,654,699
Investments,
at
value
-
101.1%
(Cost
$76,035,900)
$
177,463,014
Other
Assets
&
Liabilities,
Net
-
(1.1)%
(1,867,833)
Net
Assets
-
100.0%
$
175,595,181
ADR
American
Depositary
Receipt
PLC
Public
Limited
Company
REIT
Real
Estate
Investment
Trust
(a)
Non-income
producing
security.
(b)
Dividend
yield
changes
daily
to
reflect
current
market
conditions.
Rate
was
the
quoted
yield
as
of
December
31,
2021.
Valuation
Inputs
Investments
in
Securities
Level
1
-
Quoted
Prices
$
173,808,315
Level
2
-
Other
Significant
Observable
Inputs
3,654,699
Level
3
-
Significant
Unobservable
Inputs
–
Total
$
177,463,014
PORTFOLIO
HOLDINGS
(Unaudited)
%
of
Total
Investments
Consumer
Discretionary
14.5%
Consumer
Staples
9.4%
Financials
14.7%
Health
Care
7.2%
Industrials
6.0%
Materials
5.7%
Real
Estate
2.7%
Software
&
Services
32.7%
Technology
Hardware
&
Equipment
5.0%
Money
Market
Fund
2.1%
100.0%
The
BeeHive
Fund
STATEMENT
OF
ASSETS
AND
LIABILITIES
December
31,
2021
6
See
Notes
to
Financial
Statements.
ASSETS
Investments,
at
value
(Cost
$76,035,900)
177,463,014
Receivables:
Dividends
94,503
Prepaid
expenses
6,039
Total
Assets
177,563,556
LIABILITIES
Payables:
Investment
securities
purchased
1,800,995
Distributions
payable
3,633
Accrued
Liabilities:
Investment
advisor
fees
114,526
Fund
services
fees
19,971
Other
expenses
29,250
Total
Liabilities
1,968,375
NET
ASSETS
$
175,595,181
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
74,604,649
Distributable
earnings
100,990,532
NET
ASSETS
$
175,595,181
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
7,948,004
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE
$
22.09
The
BeeHive
Fund
STATEMENT
OF
OPERATIONS
FOR
THE
YEAR
ENDED
DECEMBER
31,
2021
7
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$74,064)
$
1,735,178
Total
Investment
Income
1,735,178
EXPENSES
Investment
advisor
fees
1,233,632
Fund
services
fees
230,244
Custodian
fees
17,416
Registration
fees
8,706
Professional
fees
43,577
Trustees’
fees
and
expenses
6,052
Investment
advisor
expense
reimbursements
recouped
19,148
Other
expenses
42,968
Total
Expenses
1,601,743
NET
INVESTMENT
INCOME
133,435
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
on
investments
7,531,633
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
22,947,971
NET
REALIZED
AND
UNREALIZED
GAIN
30,479,604
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
30,613,039
The
BeeHive
Fund
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
8
See
Notes
to
Financial
Statements.
For
the
Years
Ended
December
31,
2021
2020
OPERATIONS
Net
investment
income
$
133,435
$
305,249
Net
realized
gain
7,531,633
3,342,991
Net
change
in
unrealized
appreciation
(depreciation)
22,947,971
16,524,482
Increase
in
Net
Assets
Resulting
from
Operations
30,613,039
20,172,722
DISTRIBUTIONS
TO
SHAREHOLDERS
Total
Distributions
Paid
(9,200,707)
(2,477,905)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares
1,590,570
2,018,346
Reinvestment
of
distributions
8,958,806
2,411,269
Redemption
of
shares
(6,054,219)
(6,851,713)
Increase
(Decrease)
in
Net
Assets
from
Capital
Share
Transactions
4,495,157
(2,422,098)
Increase
in
Net
Assets
25,907,489
15,272,719
NET
ASSETS
Beginning
of
Year
149,687,692
134,414,973
End
of
Year
$
175,595,181
$
149,687,692
SHARE
TRANSACTIONS
Sale
of
shares
74,670
117,749
Reinvestment
of
distributions
414,425
126,913
Redemption
of
shares
(288,033)
(403,672)
Increase
(Decrease)
in
Shares
201,062
(159,010)
The
BeeHive
Fund
FINANCIAL
HIGHLIGHTS
9
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year
.
For
the
Years
Ended
December
31,
2021
2020
2019
2018
2017
NET
ASSET
VALUE,
Beginning
of
Year
$
19.32
$
17.00
$
13.10
$
15.23
$
14.26
INVESTMENT
OPERATIONS
Net
investment
income
(a)
0.02
0.04
0.24
0.13
0.10
Net
realized
and
unrealized
gain
(loss)
3.97
2.61
4.50
(1.79)
1.48
Total
from
Investment
Operations
3.99
2.65
4.74
(1.66)
1.58
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
(0.02)
(0.04)
(0.24)
(0.13)
(0.09)
Net
realized
gain
(1.20)
(0.29)
(0.60)
(0.34)
(0.52)
Total
Distributions
to
Shareholders
(1.22)
(0.33)
(0.84)
(0.47)
(0.61)
NET
ASSET
VALUE,
End
of
Year
$
22.09
$
19.32
$
17.00
$
13.10
$
15.23
TOTAL
RETURN
20.79%
15.59%
36.28%
(10.98)%
11.07%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
175,595
$
149,688
$
134,415
$
105,406
$
130,876
Ratios
to
Average
Net
Assets:
(b)
Net
investment
income
0.08%
0.23%
1.49%
0.84%
0.64%
Net
expenses
0.97%(c)
0.98%
0.98%
0.99%
0.99%(c)
Gross
expenses
0.97%
0.99%(d)
0.98%(d)
0.99%(d)
0.99%
PORTFOLIO
TURNOVER
RATE
14%
22%
10%
10%
14%
(a)
Calculated
based
on
average
shares
outstanding
during
each
year.
(b)
The
ratios
of
expenses
and
net
investment
income
to
average
net
assets
do
not
reflect
the
Fund’s
proportionate
share
of
income
and
expenses
of
underlying
investment
companies
in
which
the
Fund
invests.
(c)
Ratio
includes
waivers
and
previously
waived
investment
advisory
fees
recovered. The
impact
of
the
recovered
fees
may
cause
a
higher
net
expense
ratio.
(d)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
The
BeeHive
Fund
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2021
10
Note
1.
Organization
The
BeeHive
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
commenced
operations
on
September
2,
2008.
The
Fund
seeks
capital
appreciation.
Note
2.
Summary
of
Significant
Accounting
Policies
The
Fund
is
an
investment
company
and
follows
accounting
and
reporting
guidance
under
Financial
Accounting
Standards
Board
Accounting
Standards
Codification
Topic
946,
“Financial
Services
–
Investment
Companies.”
These
financial
statements
are
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(“GAAP”),
which
require
management
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities,
the
disclosure
of
contingent
liabilities
at
the
date
of
the
financial
statements,
and
the
reported
amounts
of
increases
and
decreases
in
net
assets
from
operations
during
the
fiscal
year.
Actual
amounts
could
differ
from
those
estimates.
The
following
summarizes
the
significant
accounting
policies
of
the
Fund:
Security
Valuation
–
Securities
are
valued
at
market
prices
using
the
last
quoted
trade
or
official
closing
price
from
the
principal
exchange
where
the
security
is
traded,
as
provided
by
independent
pricing
services
on
each
Fund
business
day.
In
the
absence
of
a
last
trade,
securities
are
valued
at
the
mean
of
the
last
bid
and
ask
price
provided
by
the
pricing
service.
Shares
of
non-exchange
traded
open-end
mutual
funds
are
valued
at
net
asset
value
(“NAV”).
Short-term
investments
that
mature
in
sixty
days
or
less
may
be
valued
at
amortized
cost.
The
Fund
values
its
investments
at
fair
value
pursuant
to
procedures
adopted
by
the
Trust’s
Board
of
Trustees
(the
“Board”)
if
(1)
market
quotations
are
not
readily
available
or
(2)
the
Advisor,
as
defined
in
Note
3,
believes
that
the
values
available
are
unreliable.
The
Trust’s
Valuation
Committee,
as
defined
in
the
Fund’s
registration
statement,
performs
certain
functions
as
they
relate
to
the
administration
and
oversight
of
the
Fund’s
valuation
procedures.
Under
these
procedures,
the
Valuation
Committee
convenes
on
a
regular
and
ad
hoc
basis
to
review
such
investments
and
considers
a
number
of
factors,
including
valuation
methodologies
and
significant
unobservable
inputs,
when
arriving
at
fair
value.
The
Valuation
Committee
may
work
with
the
Advisor
to
provide
valuation
inputs.
In
determining
fair
valuations,
inputs
may
include
market-based
analytics
that
may
consider
related
or
comparable
assets
or
liabilities,
recent
transactions,
market
multiples,
book
values
and
other
relevant
investment
information.
Advisor
inputs
may
include
an
income-based
approach
in
which
the
anticipated
future
cash
flows
of
the
investment
are
discounted
in
determining
fair
value.
Discounts
may
also
be
applied
based
on
the
nature
or
duration
of
any
restrictions
on
the
disposition
of
the
investments.
The
Valuation
Committee
performs
regular
reviews
of
valuation
methodologies,
key
inputs
and
assumptions,
disposition
analysis
and
market
activity.
Fair
valuation
is
based
on
subjective
factors
and,
as
a
result,
the
fair
value
price
of
an
investment
may
differ
from
the
security’s
market
price
and
may
not
be
the
price
at
which
the
asset
may
be
sold.
Fair
valuation
could
result
in
a
different
NAV
than
a
NAV
determined
by
using
market
quotes.
GAAP
has
a
three-tier
fair
value
hierarchy.
The
basis
of
the
tiers
is
dependent
upon
the
various
“inputs”
used
to
determine
the
value
of
the
Fund’s
investments.
These
inputs
are
summarized
in
the
three
broad
levels
listed
below:
Level
1
-
Quoted
prices
in
active
markets
for
identical
assets
and
liabilities.
Level
2
-
Prices
determined
using
significant
other
observable
inputs
(including
quoted
prices
for
similar
securities,
interest
rates,
prepayment
speeds,
credit
risk,
etc.).
Short-term
securities
with
maturities
of
sixty
days
or
less
are
valued
at
amortized
cost,
which
approximates
market
value,
and
are
categorized
as
Level
2
in
the
hierarchy.
Municipal
securities,
long-term
U.S.
government
obligations
and
corporate
debt
securities
are
valued
in
accordance
with
the
evaluated
price
supplied
by
a
pricing
service
and
generally
categorized
as
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.
The
BeeHive
Fund
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2021
11
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,
2021,
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.
Non-cash
dividend
income
is
recorded
at
the
fair
market
value
of
the
securities
received.
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
–
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,
2021,
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.
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.
Note
3.
Fees
and
Expenses
Investment
Advisor
–
Spears
Abacus
Advisors
LLC
(the
“Advisor”)
is
the
investment
advisor
to
the
Fund.
Pursuant
to
an
investment
advisory
agreement,
the
Advisor
receives
an
advisory
fee,
payable
monthly,
from
the
Fund
at
an
annual
rate
of
0.75%
of
the
Fund’s
average
daily
net
assets.
Distribution
–
Foreside
Fund
Services,
LLC
serves
as
the
Fund’s
distributor
(the
“Distributor”).
The
Distributor
is
not
affiliated
with
the
Advisor
or
Atlantic
Fund
Administration,
LLC,
a
wholly
owned
subsidiary
of
Apex
US
Holdings
LLC
(d/b/a
Apex
Fund
Services)
(“Apex”)
or
their
affiliates.
The
Fund
has
adopted
a
distribution
plan
in
accordance
with
Rule
12b-1
of
the
Act.
The
Fund
may
pay
the
Distributor
and/or
any
other
entity
as
authorized
by
the
Board
a
fee
up
to
0.25%
of
the
Fund’s
average
daily
net
assets.
The
Fund
has
suspended
payments
under
its
Rule
12b-1
plan
until
further
notice
and
has
not
paid
any
distribution
fees
to
date.
The
Fund
may
remove
the
suspension
and
make
payments
under
the
Rule
12b-1
plan
at
any
time,
subject
to
Board
approval.
Other
Service
Providers
–
Apex
provides
fund
accounting,
fund
administration,
compliance
and
transfer
agency
services
to
the
Fund.
The
fees
related
to
these
services
are
included
in
Fund
services
fees
within
the
Statement
of
Operations.
Apex
also
provides
certain
shareholder
report
production
and
EDGAR
conversion
and
filing
services.
Pursuant
to
an
Apex
Services
Agreement,
the
The
BeeHive
Fund
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2021
12
Fund
pays
Apex
customary
fees
for
its
services.
Apex
provides
a
Principal
Executive
Officer,
a
Principal
Financial
Officer,
a
Chief
Compliance
Officer
and
an
Anti-Money
Laundering
Officer
to
the
Fund,
as
well
as
certain
additional
compliance
support
functions.
Trustees
and
Officers
–
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.
Note
4.
Expense
Reimbursement
and
Fees
Waived
The
Advisor
has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
total
annual
Fund
operating
expenses
after
fee
waiver
and/or
expense
reimbursement
(excluding
taxes,
interest,
portfolio
transaction
expenses
and
extraordinary
expenses)
to
0.99%
of
the
Fund’s
average
daily
net
assets
through
April
30,
2022
(the
“Expense
Cap”).
The
Advisor
may
recoup
from
the
Fund
fees
waived
and
expenses
reimbursed
by
the
Advisor
pursuant
to
the
Expense
Cap
if
such
recoupment
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
of
the
Fund
(after
giving
effect
to
the
recouped
amount)
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.
As
of
December
31,
2021
,
$
0
is
subject
to
recapture
by
the
Advisor.
Refer
back
to
the
Statement
of
Operations
to
see
what
was
recouped
during
the
year.
Note
5.
Security
Transactions
The
cost
of
purchases
and
proceeds
from
sales
of
investment
securities
(including
maturities),
other
than
short-term
investments
during
the
year
ended
December
31,
2021
totaled
$22,614,628
and
$22,901,141,
respectively.
Note
6.
Federal
Income
Tax
As
of
December
31,
2021,
the
cost
of
investments
for
federal
income
tax
purposes
is
$76,055,879 and
the
components
of
net
unrealized appreciation were
as
follows:
Distributions
paid
during
the
fiscal
years
ended
as
noted
were
characterized
for
tax
purposes
as
follows:
As
of
December
31,
2021
,
distributable
earnings
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
post-October
losses
and
wash
sales.
For
tax
purposes,
the
current
year
post-October
loss
was
$
424,261
(realized
during
the
period
November
1,
2021
through
December
31,
2021
).
This
loss
will
be
recognized
for
tax
purposes
on
the
first
business
day
of
the
Fund’s
next
fiscal
year,
January
1,
2022.
Gross
Unrealized
Appreciation
$
105,260,053
Gross
Unrealized
Depreciation
(3,852,918)
Net
Unrealized
Appreciation
$
101,407,135
2021
2020
Ordinary
Income
$
148,822
$
275,761
Long-Term
Capital
Gain
9,051,885
2,202,144
$
9,200,707
$
2,477,905
Undistributed
Ordinary
Income
$
7,658
Capital
and
Other
Losses
(424,261)
Unrealized
Appreciation
101,407,135
Total
$
100,990,532
The
BeeHive
Fund
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2021
13
Note
7.
Subsequent
Events
Subsequent
events
occurring
after
the
date
of
this
report
through
the
date
these
financial
statements
were
issued
have
been
evaluated
for
potential
impact,
and
the
Fund
has
had
no
such
events.
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.
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
14
To
the
Board
of
Trustees
of
Forum
Funds
and
the
Shareholders
of
The
BeeHive
Fund
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
statement
of
assets
and
liabilities
of
The
BeeHive
Fund,
a
series
of
shares
of
beneficial
interest
in
Forum
Funds
(the
“Fund”),
including
the
schedule
of
investments,
as
of
December
31,
2021,
and
the
related
statement
of
operations
for
the
year
then
ended,
the
statements
of
changes
in
net
assets
for
each
of
the
years
in
the
two-year
period
then
ended
and
the
financial
highlights
for
each
of
the
years
in
the
five-year
period
then
ended,
and
the
related
notes
(collectively
referred
to
as
the
“financial
statements”).
In
our
opinion,
the
financial
statements
present
fairly,
in
all
material
respects,
the
financial
position
of
the
Fund
as
of
December
31,
2021,
and
the
results
of
its
operations
for
the
year
then
ended,
the
changes
in
its
net
assets
for
each
of
the
years
in
the
two-year
period
then
ended
and
its
financial
highlights
for
each
of
the
years
in
the
five-year
period
then
ended,
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America.
Basis
for
Opinion
These
financial
statements
are
the
responsibility
of
the
Fund’s
management.
Our
responsibility
is
to
express
an
opinion
on
the
Fund’s
financial
statements
based
on
our
audits.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)
(“PCAOB”)
and
are
required
to
be
independent
with
respect
to
the
Fund
in
accordance
with
the
U.S.
federal
securities
law
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.
We
conducted
our
audits
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audits
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement,
whether
due
to
error
or
fraud.
The
Fund
is
not
required
to
have,
nor
were
we
engaged
to
perform,
an
audit
of
its
internal
control
over
financial
reporting.
As
part
of
our
audits
we
are
required
to
obtain
an
understanding
of
internal
control
over
financial
reporting
but
not
for
the
purpose
of
expressing
an
opinion
on
the
effectiveness
of
the
Fund’s
internal
control
over
financial
reporting.
Accordingly,
we
express
no
such
opinion.
Our
audits
included
performing
procedures
to
assess
the
risk
of
material
misstatement
of
the
financial
statements,
whether
due
to
error
or
fraud,
and
performing
procedures
that
respond
to
those
risks.
Such
procedures
included
examining,
on
a
test
basis,
evidence
regarding
the
amounts
and
disclosures
in
the
financial
statements.
Our
procedures
included
confirmation
of
securities
owned
as
of
December
31,
2021
by
correspondence
with
the
custodian
and
broker.
Our
audits
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
financial
statements.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinion.
BBD,
LLP
We
have
served
as
the
auditor
of
one
of
more
of
the
Funds
in
the
Forum
Funds
since
2008.
Philadelphia,
Pennsylvania
February
25,
2022
The
BeeHive
Fund
ADDITIONAL
INFORMATION
(Unaudited)
December
31,
2021
15
Investment
Advisory
Agreement
Approval
At
the
September
9,
2021
Board
meeting,
the
Board,
including
the
Independent
Trustees,
considered
the
approval
of
the
continuance
of
the
investment
advisory
agreement
between
the
Advisor
and
the
Trust
pertaining
to
the
Fund
(the
“Advisory
Agreement”).
In
preparation
for
its
deliberations,
the
Board
requested
and
reviewed
written
responses
from
the
Advisor
to
a
due
diligence
questionnaire
circulated
on
the
Board’s
behalf
concerning
the
services
provided
by
the
Advisor.
The
Board
also
discussed
the
materials
with
Fund
counsel
and,
as
necessary,
with
the
Trust’s
administrator.
During
its
deliberations,
the
Board
received
an
oral
presentation
from
the
Advisor
and
was
assisted
by
the
advice
of
Trustee
counsel.
At
the
Meeting,
the
Board
reviewed,
among
other
matters:
(1)
the
nature,
extent
and
quality
of
the
services
provided
to
the
Fund
by
the
Advisor,
including
information
on
the
investment
performance
of
the
Fund
and
the
Advisor;
(2)
the
costs
of
the
services
provided
and
profitability
to
the
Advisor
with
respect
to
its
relationship
with
the
Fund;
(3)
the
advisory
fee
and
total
expense
ratio
of
the
Fund
compared
to
those
of
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
Advisor
from
its
relationship
with
the
Fund.
In
addition,
the
Board
recognized
that
the
evaluation
process
with
respect
to
the
Advisor
was
an
ongoing
one,
and,
in
this
regard,
the
Board
considered
information
provided
by
the
Advisor
at
regularly
scheduled
meetings
during
the
past
year.
Nature,
Extent
and
Quality
of
Services
Based
on
written
materials
received,
a
presentation
from
senior
representatives
of
the
Advisor
and
a
discussion
with
the
Advisor
about
the
Advisor’s
personnel,
operations
and
financial
condition,
the
Board
considered
the
quality
of
services
provided
by
the
Advisor
under
the
Advisory
Agreement.
In
this
regard,
the
Board
considered
information
regarding
the
experience,
qualifications
and
professional
background
of
the
portfolio
managers
and
other
personnel
at
the
Advisor
providing
services
to
the
Fund,
as
well
as
the
investment
philosophy
and
decision-making
process
of
the
Advisor
and
the
capability
and
integrity
of
the
Advisor’s
senior
management
and
staff.
The
Board
considered
also
the
adequacy
of
the
Advisor’s
resources.
The
Board
noted
the
Advisor’s
representation
that
the
firm
is
in
stable
financial
condition
and
has
the
operational
capability,
the
staffing
and
experience
and
the
financial
strength
necessary
to
continue
providing
high-quality
investment
advisory
services
to
the
Fund.
Based
on
the
presentation
and
the
materials
provided
by
the
Advisor
in
connection
with
the
Board’s
consideration
of
the
renewal
of
the
Advisory
Agreement,
the
Board
concluded
that,
overall,
it
was
satisfied
with
the
nature,
extent
and
quality
of
services
to
be
provided
to
the
Fund
under
the
Advisory
Agreement.
Performance
In
connection
with
a
presentation
by
the
Advisor
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
its
primary
benchmark,
the
S&P
500
Index,
for
the
one-,
three-,
five-,
and
10-year
periods
ended
June
30,
2021
and
for
the
period
since
the
Fund’s
inception
on
September
2,
2008.
The
Board
also
considered
the
Fund’s
performance
relative
to
an
independent
peer
group
of
funds
identified
by
Strategic
Insight
as
having
characteristics
similar
to
the
Fund,
noting
that,
based
on
the
information
provided
by
Strategic
Insight,
the
Fund
underperformed
the
median
of
its
Strategic
Insight
peer
group
for
the
one-,
five-,
and
10-year
periods
ended
June
30,
2021
and
outperformed
the
median
of
the
Strategic
Insight
peer
group
for
the
three-year
period
ended
June
30,
2021.
The
Board
noted
the
Advisor’s
representation
that,
although
the
Fund
does
hold
some
positions
that
benefitted
from
the
strong
market
preference
for
growth
and
momentum
investments
over
value
investments
during
the
past
five
years,
the
Advisor’s
discipline
of
investing
in
growing
businesses
at
reasonable
valuations
resulted
in
the
Fund
having
higher
exposure
to
stocks
with
“value”
attributes,
which
have
consistently
underperformed
growth
stocks
for
the
last
several
years.
In
that
regard,
the
Board
noted
the
Advisor’s
representation
that
the
Advisor
remained
committed
to
its
investment
discipline,
including
during
periods
in
which
the
Fund’s
investment
strategy
may
be
out
of
favor
with
investors.
The
Board
also
noted
the
Advisor’s
representation
that
the
Fund
was
underweight
certain
outperforming
sectors
relative
to
the
benchmark
and
peers
during
the
period.
The
Board
noted
further
the
Advisor’s
representation
that
the
Fund’s
conservative
cash
position
limited
upside
performance
relative
to
the
benchmark
and
peers,
and
that
Fund’s
underperformance
during
the
six-month
period
ended
December
31,
2017
had
a
disproportionately
negative
impact
on
the
Fund’s
longer
term
performance.
Finally,
the
Board
noted
the
Advisor’s
representation
that,
based
on
the
Advisor’s
The
BeeHive
Fund
ADDITIONAL
INFORMATION
(Unaudited)
December
31,
2021
16
communications
with
Fund
shareholders
and
the
predominantly
taxable
shareholder
base,
the
Advisor
remained
sensitive
to
the
tax
implications
of
portfolio
turnover,
which,
in
certain
cases,
may
lead
to
holding
investments
with
unrealized
capital
gains
that
may
seem
temporarily
overvalued
relative
to
alternatives
in
the
market
as
a
whole
and,
as
a
result,
differences
in
the
performance
of
the
Fund
compared
to
its
peers
and
benchmark.
Based
on
the
foregoing,
including
the
Advisor’s
representations
regarding
the
Fund’s
recent
performance
and
other
applicable
considerations,
the
Board
determined
that
the
Fund
and
its
shareholders
could
benefit
from
the
Advisor’s
continued
management
of
the
Fund.
Compensation
The
Board
evaluated
the
Advisor’s
compensation
for
providing
advisory
services
to
the
Fund
and
analyzed
comparative
information
on
net
advisory
fee
rates
and
actual
total
expense
ratios
of
the
Fund
compared
to
its
Strategic
Insight
peer
group.
The
Board
noted
that
the
net
advisory
fee
for
the
Fund
was
higher
than
the
median
of
the
Strategic
Insight
peer
group
and
the
Fund’s
total
expense
ratio
was
lower
than
the
median
of
the
Strategic
Insight
peer
group.
In
addition,
the
Board
noted
that
the
Advisor
had
contractually
agreed
to
waive
its
fees
or
reimburse
Fund
expenses
to
the
extent
necessary
to
keep
the
total
expenses
of
the
Fund
at
or
below
0.99%.
Based
on
the
foregoing
and
other
applicable
considerations,
the
Board
concluded
that
the
advisory
fee
rate
charged
to
the
Fund
was
reasonable.
Cost
of
Services
and
Profitability
The
Board
considered
information
provided
by
the
Advisor
regarding
the
costs
of
services
and
its
profitability
with
respect
to
the
Fund.
In
this
regard,
the
Board
considered
the
Advisor’s
resources
devoted
to
the
Fund,
as
well
as
the
Advisor’s
discussion
of
costs
and
profitability
of
its
Fund
activities.
The
Board
noted
the
Advisor’s
representation
that
it
did
not
maintain
separately
identifiable
profit
and
loss
information
for
the
Fund.
Based
on
other
applicable
considerations,
however,
including
financial
statements
from
the
Advisor
indicating
its
profitability
and
expenses
from
overall
operations
and
the
Advisor’s
representation
that
the
Fund
required
significantly
more
attention
and
resources
than
the
other
accounts
managed
by
the
Advisor,
the
Board
concluded
that
the
Advisor’s
costs
of
services
and
profits
attributable
to
management
of
the
Fund
were
reasonable.
Economies
of
Scale
The
Board
evaluated
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
Advisor’s
representation
that
the
Fund
could
potentially
benefit
from
economies
of
scale
if
its
assets
were
to
increase
but
that,
in
light
of
the
Fund’s
relatively
low
asset
level
and
because
the
Advisor
was
already
waiving
a
portion
of
its
contractual
advisory
fee
in
order
to
keep
the
Fund’s
expenses
at
or
below
the
agreed-
upon
Expense
Cap,
the
Advisor
was
not
proposing
breakpoints
in
the
advisory
fee
at
this
time.
Based
on
the
foregoing
information,
and
in
light
of
the
relatively
stable
asset
levels
in
the
Fund,
the
Board
concluded
that
economies
of
scale
did
not
currently
warrant
further
consideration.
Other
Benefits
The
Board
noted
the
Advisor’s
representation
that,
aside
from
its
contractual
advisory
fees,
it
does
not
benefit
in
a
material
way
from
its
relationship
with
the
Fund.
Based
on
the
foregoing
representation,
the
Board
concluded
that
other
benefits
received
by
the
Advisor
from
its
relationship
with
the
Fund
were
not
a
material
factor
to
consider
in
approving
the
continuation
of
the
Advisory
Agreement.
Conclusion
The
Board
did
not
identify
any
single
factor
as
being
of
paramount
importance,
and
different
Trustees
may
have
given
different
weight
to
different
factors.
The
Board
reviewed
a
memorandum
from
Fund
counsel
discussing
the
legal
standards
applicable
to
its
consideration
of
the
Advisory
Agreement.
Based
on
its
review,
including
consideration
of
each
of
the
factors
referenced
above,
the
Board
determined,
in
the
exercise
of
its
reasonable
business
judgment,
that
the
advisory
arrangement,
as
outlined
in
the
Advisory
Agreement,
was
fair
and
reasonable
in
light
of
the
services
performed
or
to
be
performed,
expenses
incurred
or
to
be
incurred
and
such
other
matters
as
the
Board
considered
relevant.
The
BeeHive
Fund
ADDITIONAL
INFORMATION
(Unaudited)
December
31,
2021
17
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
program
and
for
reporting
to
the
Board
on
at
least
an
annual
basis
regarding,
among
other
things,
the
program’s
operation,
adequacy,
and
effectiveness.
The
Program
Administrator
assessed
the
Fund’s
liquidity
risk
profile
based
on
information
gathered
for
the
period
July
1,
2020
through
June
30,
2021
in
order
to
prepare
a
written
report
to
the
Board
for
review
at
its
meeting
held
on
September
9,
2021.
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.
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
(866)
684-4915
and
on
the
U.S.
Securities
and
Exchange
Commission’s
(the
“SEC”)
website
at
www.sec.gov.
The
Fund’s
proxy
voting
record
for
the
most
recent
twelve-month
period
ended
June
30
is
available,
without
charge
and
upon
request,
by
calling
(866)
684-4915
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.
Federal
Tax
Status
of
Dividends
Declared
during
the
Fiscal
Year
For
federal
income
tax
purposes,
dividends
from
short-term
capital
gains
are
classified
as
ordinary
income.
The
Fund
designates
100.00
%
of
its
income
dividend
distributed
as
qualifying
for
the
corporate
dividends-received
deduction
(DRD)
and
100.00
%
for
the
qualified
dividend
rate
(QDI)
as
defined
in
Section
1(h)(11)
of
the
Code.
The
Fund
also
designates
0.16%
as
qualified
interest
income
exempt
from
U.S.
tax
for
foreign
shareholders
(QII).
The
Fund
also
designates
0.00%
as
short-term
capital
gain
dividends
exempt
from
U.S.
tax
for
foreign
shareholders
(QSD).
The
Fund
paid
long-term
capital
gain
dividends
of
$9,051,885.
Shareholder
Expense
Example
As
a
shareholder
of
the
Fund
,
you
incur
ongoing
costs,
including
management
fees
and
other
Fund
expenses.
This
example
is
intended
to
help
you
understand
your
ongoing
costs
(in
dollars)
of
investing
in
the
Fund
and
to
compare
these
costs
with
the
ongoing
costs
of
investing
in
other
mutual
funds.
The
BeeHive
Fund
ADDITIONAL
INFORMATION
(Unaudited)
December
31,
2021
18
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,
2021
through
December
31,
2021.
Actual
Expenses
–
The
first
line
of
the
table
below
provides
information
about
actual
account
values
and
actual
expenses.
You
may
use
the
information
in
this
line,
together
with
the
amount
you
invested,
to
estimate
the
expenses
that
you
paid
over
the
period.
Simply
divide
your
account
value
by
$1,000
(for
example,
an
$8,600
account
value
divided
by
$1,000
=
8.6),
then
multiply
the
result
by
the
number
in
the
first
line
under
the
heading
entitled
“Expenses
Paid
During
Period”
to
estimate
the
expenses
you
paid
on
your
account
during
the
period.
Hypothetical
Example
for
Comparison
Purposes
–
The
second
line
of
the
table
below
provides
information
about
hypothetical
account
values
and
hypothetical
expenses
based
on
the
Fund’s
actual
expense
ratio
and
an
assumed
rate
of
return
of
5%
per
year
before
expenses,
which
is
not
the
Fund’s
actual
return.
The
hypothetical
account
values
and
expenses
may
not
be
used
to
estimate
the
actual
ending
account
balance
or
expenses
you
paid
for
the
period.
You
may
use
this
information
to
compare
the
ongoing
costs
of
investing
in
the
Fund
and
other
funds.
To
do
so,
compare
this
5%
hypothetical
example
with
the
5%
hypothetical
examples
that
appear
in
the
shareholder
reports
of
other
funds.
Please
note
that
the
expenses
shown
in
the
table
are
meant
to
highlight
your
ongoing
costs
only.
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.
Trustees
and
Officers
of
the
Trust
The
Board
is
responsible
for
oversight
of
the
management
of
the
Trust’s
business
affairs
and
of
the
exercise
of
all
the
Trust’s
powers
except
those
reserved
for
the
shareholders.
The
following
table
provides
information
about
each
Trustee
and
certain
officers
of
the
Trust.
Each
Trustee
and
officer
holds
office
until
the
person
resigns,
is
removed
or
is
replaced.
Unless
otherwise
noted,
the
persons
have
held
their
principal
occupations
for
more
than
five
years.
The
address
for
all
Trustees
and
officers
is
Three
Canal
Plaza,
Suite
600,
Portland,
Maine
04101.
The
Fund’s
Statement
of
Additional
Information
includes
additional
information
about
the
Trustees
and
is
available,
without
charge
and
upon
request,
by
calling
(866)
684-4915.
Beginning
Account
Value
July
1,
2021
Ending
Account
Value
December
31,
2021
Expenses
Paid
During
Period*
Annualized
Expense
Ratio*
Actual
$
1,000.00
$
1,075.45
$
5.07
0.97%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.32
$
4.94
0.97%
*
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.
The
BeeHive
Fund
ADDITIONAL
INFORMATION
(Unaudited)
December
31,
2021
19
(1)
Jessica
Chase
is
currently
an
interested
person
of
the
Trust,
as
defined
in
the
1940
Act,
due
to
her
affiliation
with
Apex
Fund
Services
and
her
role
as
President
of
the
Trust.
Apex
Fund
Services
is
a
wholly
owned
subsidiary
of
Apex
US
Holdings
LLC.
Name
and
Year
of
Birth
Position
with
the
Trust
Length
of
Time
Served
Principal
Occupation(s)
During
Past
Five
Years
Number
of
Series
in
Fund
Complex
Overseen
By
Trustee
Other
Directorships
Held
By
Trustee
During
Past
Five
Years
Independent
Trustees
David
Tucker
Born:
1958
Trustee;
Chairman
of
the
Board
Since
2011
and
Chairman
since
2018
Director,
Blue
Sky
Experience
(a
charitable
endeavor)
since
2008;
Senior
Vice
President
&
General
Counsel,
American
Century
Companies
(an
investment
management
firm)
1998-
2008.
1
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Mark
D.
Moyer
Born:
1959
Trustee;
Chairman
of
the
Audit
Committee
Since
2018
Chief
Financial
Officer,
Freedom
House
(a
NGO
advocating
political
freedom
and
democracy)
since
2017;
independent
consultant
providing
interim
CFO
services,
principally
to
non-profit
organizations,
2011-2017.
1
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Jennifer
Brown-Strabley
Born:
1964
Trustee
Since
2018
Principal,
Portland
Global
Advisors
(a
registered
investment
adviser),
1996-
2010.
1
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Interested
Trustees
(1)
Jessica
Chase
Born:
1970
Trustee
Since
2018
Director,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
1
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Name
and
Year
of
Birth
Position
with
the
Trust
Length
of
Time
Served
Principal
Occupation(s)
During
Past
5
Years
Officers
Jessica
Chase
Born:
1970
President;
Principal
Executive
Officer
Since
2015
Director,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Karen
Shaw
Born:
1972
Treasurer;
Principal
Financial
Officer
Since
2008
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Zachary
Tackett
Born:
1988
Vice
President;
Secretary
and
Anti-
Money
Laundering
Compliance
Officer
Since
2014
Senior
Counsel,
Apex
Fund
Services
since
2019;
Counsel,
Atlantic
Fund
Services
2014-
2019.
Michael
J.
McKeen
Born:
1971
Vice
President
Since
2009
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Timothy
Bowden
Born:
1969
Vice
President
Since
2009
Manager,
Apex
Fund
Services
since
2019;
Manager,
Atlantic
Fund
Services
2008-2019.
Geoffrey
Ney
Born:
1975
Vice
President
Since
2013
Manager,
Apex
Fund
Services
since
2019;
Manager,
Atlantic
Fund
Services
2013-2019.
Todd
Proulx
Born:
1978
Vice
President
Since
2013
Manager,
Apex
Fund
Services
since
2019;
Manager,
Atlantic
Fund
Services
2013-2019.
Carlyn
Edgar
Born:
1963
Chief
Compliance
Officer
and
Vice
President
Chief
Compliance
Officer
2008-2016
and
2021-current;
Vice
President
since
2008
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
THE
BEEHIVE
FUND
P.O
Box
588
Portland,
Maine
04112
(866)
684-4915
(toll
free)
The
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.
Distributor
Foreside
Fund
Services,
LLC
Three
Canal
Plaza
Suite
100
Portland,
Maine
04101
www.foreside.com
237-ANR-1221
ITEM 2. CODE OF ETHICS.
(a) As of the end of the period covered by this report, Forum Funds (the “Registrant”) has adopted a code of ethics, which applies to its Principal Executive Officer and Principal Financial Officer (the “Code of Ethics”).
(c) There have been no amendments to the Registrant’s Code of Ethics during the period covered by this report.
(d) There have been no waivers to the Registrant’s Code of Ethics during the period covered by this report.
(e) Not applicable.
(f) (1) A copy of the Code of Ethics is being filed under Item 13(a) hereto.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The Board of Trustees has determined that Mr. Mark Moyer is an "audit committee financial expert" as that term is defined under applicable regulatory guidelines. Mr. Moyer is a non- “interested” Trustee (as defined in Section 2(a)(19) under the Investment Company Act of 1940, as amended (the “Act”)), and serves as Chairman of the Audit Committee.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Audit Fees - The aggregate fees billed for each of the last two fiscal years (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant for the audit of the Registrant’s annual financial statements, or services that are normally provided by the principal accountant in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $44,900 in 2020 and $44,900 in 2021.
(b) Audit-Related Fees – The aggregate fees billed in the Reporting Periods for assurance and related services rendered by the principal accountant that were reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this Item 4 were $0 in 2020 and $0 in 2021.
(c) Tax Fees - The aggregate fees billed in the Reporting Periods for professional services rendered by the principal accountant to the Registrant for tax compliance, tax advice and tax planning were $9,000 in 2020 and $9,000 in 2021. These services consisted of review or preparation of U.S. federal, state, local and excise tax returns.
(d) All Other Fees - The aggregate fees billed in the Reporting Periods for products and services provided by the principal accountant to the Registrant, other than the services reported in paragraphs (a) through (c) of this Item, were $0 in 2020 and $0 in 2021.
(e) (1) The Audit Committee reviews and approves in advance all audit and “permissible non-audit services” (as that term is defined by the rules and regulations of the Securities and Exchange Commission) to be rendered to a series of the Registrant (each, a “Series”). In addition, the Audit Committee reviews and approves in advance all “permissible non-audit services” to be provided to an investment adviser (not including any sub-adviser) of a Series, or an affiliate of such investment adviser, that is controlling, controlled by or under common control with the investment adviser and provides on-going services to the Registrant (“Affiliate”), by the Series’ principal accountant if the engagement relates directly to the operations and financial reporting of the Series. The Audit Committee considers whether fees paid by a Series’ investment adviser or an Affiliate to the Series’ principal accountant for audit and permissible non-audit services are consistent with the principal accountant’s independence.
(e) (2) No services included in (b) - (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not applicable
(g) The aggregate non-audit fees billed by the principal accountant for services rendered to the Registrant for the Reporting Periods were $0 in 2020 and $0 in 2021. There were no fees billed in either of the Reporting Periods for non-audit services rendered by the principal accountant to the Registrant’s investment adviser or any Affiliate.
(h) During the Reporting Period, the Registrant's principal accountant provided no non-audit services to the investment advisers or any entity controlling, controlled by or under common control with the investment advisers to the series of the Registrant to which this report relates.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. INVESTMENTS.
(a) Included as part of report to shareholders under Item 1.
(b) Not applicable.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant does not accept nominees to the board of trustees from shareholders.
ITEM 11. CONTROLS AND PROCEDURES
(a) The Registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the 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)(3) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant Forum Funds
By: | /s/ Jessica Chase | |
Jessica Chase, Principal Executive Officer | ||
Date: | February 25, 2022 |
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 25, 2022 |
By: | /s/ Karen Shaw | |
Karen Shaw, Principal Financial Officer | ||
Date: | February 25, 2022 |