As filed with the Securities and Exchange Commission on September 12, 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: June 30
Date of reporting period: July 1, 2021 – June 30, 2022
The Registrant is filing this amendment to its Form N-CSR for the period ended June 30, 2022, as originally filed with the U.S. Securities and Exchange Commission on August 29, 2022 (Accession Number 0001435109-22-000268) (the “Original Filing”), for the sole purpose of amending the language contained in Item 4(d) of the
certifications required by Item 13(a)(2) of Form N-CSR and pursuant to Rule 30a-2(a) of the Act, and Section 302 of the Sarbanes-Oxley Act of 2002. Except for the correction described above and the inclusion of new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, this amendment does not amend, update or modify any other items or disclosures found in the Original Filing. In addition, this amendment does not reflect events or transactions occurring after the filing of the Original Filing. As a result, such information continues to speak as of the date of the Original Filing.
ITEM 1. REPORT TO STOCKHOLDERS.
AUXIER
FOCUS
FUND
Annual
Report
June
30,
2022
Fund
Adviser:
Auxier
Asset
Management
LLC
15668
NE
Eilers
Road
Aurora,
Oregon
97002
Toll
Free:
(877)
3AUXIER
or
(877)
328-9437
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
June
30,
2022
1
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
June
30,
2022
2
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
June
30,
2022
3
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
June
30,
2022
4
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
June
30,
2022
5
AUXIER
FOCUS
FUND
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
June
30,
2022
6
The
following
chart
reflects
the
change
in
the
value
of
a
hypothetical
$10,000
investment
in
Investor
Shares,
including
reinvested
dividends
and
distributions,
in
the
Auxier
Focus
Fund
(the
“Fund”)
compared
with
the
performance
of
the
benchmark,
the
S&P
500
Index
(“S&P
500”),
over
the
past
ten
fiscal
years.
The
S&P
500
is
a
broad-based
measurement
of
the
U.S.
stock
market
based
on
the
performance
of
500
widely
held
large
capitalization
common
stocks.
The
total
return
of
the
Fund's
classes
includes
the
maximum
sales
charge
of
5.75%
(A
Shares
only)
and
operating
expenses
that
reduce
returns,
while
the
total
return
of
the
S&P
500®
does
not
include
the
effect
of
sales
charges
and
expenses.
A
Shares
are
subject
to
a
1.00%
contingent
deferred
sales
charge
on
shares
purchased
without
an
initial
sales
charge
and
redeemed
less
than
one
year
after
purchase.
The
total
return
of
the
index
includes
the
reinvestment
of
dividends
and
income.
The
total
return
of
the
Fund
includes
operating
expenses
that
reduce
returns,
while
the
total
return
of
the
index
does
not
include
expenses.
The
Fund
is
professionally
managed,
while
the
index
is
unmanaged
and
is
not
available
for
investment.
Comparison
of
Change
in
Value
of
a
$10,000
Investment
Investor
Shares
vs.
S&P
500
Index
\
Performance
data
quoted
represents
past
performance
and
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
As
stated
in
the
Fund’s
prospectus,
the
annual
operating
expense
ratios
(gross)
for
Investor
Shares,
A
Shares
and
Institutional
Shares
are
1.09%,
1.52%
and
1.09%,
respectively.
However,
the
Fund’s
Adviser has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/
or
Expense
Reimbursement
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
dividend
expenses
on
short
sales,
and
extraordinary
expenses)
to
0.92%,
1.25%
and
0.80%
of
the
Investor
Shares,
A
Shares
and
Institutional
Shares,
respectively,
through
October
31,
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,
or
(ii)
the
expense
cap
in
place
at
the
time
the
fees/expenses
were
waived/reimbursed.
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
will
increase
if
exclusions
from
the
Expense
Cap
apply.
Shares
redeemed
or
exchanged
within
180
days
of
purchase
will
be
charged
a
2.00%
redemption
fee.
The
performance
table
and
graph
do
not
reflect
the
deduction
of
taxes
that
a
shareholder
would
pay
on
Fund
distributions
or
the
redemption
of
Fund
shares.
Returns
greater
than
one
year
are
annualized.
For
the
most
recent
month-end
performance,
please
call
(877)
328-9437
or
visit
www.auxierasset.com.
Performance
for
Investor
Shares
for
periods
prior
to
December
10,
2004,
reflects
performance
and
expenses
of
Auxier
Focus
Fund,
a
series
of
Unified
Series
Trust
(the
“Predecessor
Fund”).
Prior
to
January
3,
2003,
the
Predecessor
Fund
was
a
series
of
Ameriprime
Funds.
Average
Annual
Total
Returns
Periods
Ended
June
30,
2022
One
Year
Five
Years
Ten
Years
Since
Inception
(1)
Investor
Shares
-3.77%
7.42%
8.54%
7.37%
S&P
500®
Index
(Since
July
9,
1999)
-10.62%
11.31%
12.96%
6.41%
A
Shares
(with
sales
charge)
(2)(3)
-9.59%
5.85%
7.71%
7.00%
Institutional
Shares
(3)
-3.66%
7.59%
8.74%
7.45%
(1)
Institutional,
A
Shares
and
Investor
Shares
commenced
operations
on
May
9,
2012,
July
8,
2005
and
July
9,
1999,
respectively.
(2)
Due
to
shareholder
redemptions
on
August
21,
2005,
net
assets
of
the
class
were
zero
from
the
close
of
business
on
that
date
until
September
22,
2005.
Financial
information
presented
for
the
period
August
21,
2005
to
September
22,
2005
reflects
performance
of
Investor
Shares
of
the
Fund.
(3)
For
Institutional
Shares
and
A
Shares,
performance
for
the
since
inception
period
is
a
blended
average
annual
return
which
includes
the
return
of
the
Investor
Shares
prior
to
commencement
of
operations
of
the
Institutional
Shares
and
A
Shares.
AUXIER
FOCUS
FUND
SCHEDULE
OF
INVESTMENTS
June
30,
2022
7
See
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Equity
Securities
-
89.2%
Common
Stock
-
89.2%
Communications
-
0.8%
23,800
America
Movil
SAB
de
CV,
ADR
$
486,234
1,719
Cisco
Systems,
Inc.
73,298
10,750
Lumen
Technologies,
Inc.
117,282
4,081
Paramount
Global,
Class B
100,719
7,119
Telefonica
SA,
ADR
36,523
93,168
Warner
Bros
Discovery,
Inc.
(a)
1,250,315
2,064,371
Consumer
Cyclical
-
1.4%
3,576
Alibaba
Group
Holding,
Ltd.,
ADR
(a)
406,520
1,241
Booking
Holdings,
Inc.
(a)
2,170,496
14,025
DR
Horton,
Inc.
928,315
3,505,331
Consumer
Discretionary
-
6.0%
117,368
Arcos
Dorados
Holdings,
Inc.,
Class A
791,060
34,000
Becle
SAB
de
CV
72,760
44,408
Comcast
Corp.,
Class A
1,742,570
15,650
CVS
Health
Corp.
1,450,129
100
Domino's
Pizza,
Inc.
38,971
16,250
General
Motors
Co.
(a)
516,100
11,000
Grand
Canyon
Education,
Inc.
(a)
1,036,090
193,644
Lincoln
Educational
Services
Corp.
(a)
1,221,894
17,725
Lowe's
Cos.,
Inc.
3,096,026
4,756
McDonald's
Corp.
1,174,161
46,302
Sally
Beauty
Holdings,
Inc.
(a)
551,920
3,870
The
Home
Depot,
Inc.
1,061,425
12,850
Walmart,
Inc.
1,562,303
4,550
Yum
China
Holdings,
Inc.
220,675
7,050
Yum!
Brands,
Inc.
800,245
15,336,329
Consumer
Staples
-
16.0%
65,455
Altria
Group,
Inc.
2,734,055
34,455
British
American
Tobacco
PLC,
ADR
1,478,464
13,200
Coca-Cola
HBC
AG,
ADR
295,284
3,135
Diageo
PLC,
ADR
545,866
50,327
Molson
Coors
Beverage
Co.,
Class B
2,743,325
34,800
Monster
Beverage
Corp.
(a)
3,225,960
41,895
PepsiCo.,
Inc.
6,982,221
84,525
Philip
Morris
International,
Inc.
8,345,998
37,544
The
Coca-Cola
Co.
2,361,893
195,126
The
Kroger
Co.
9,235,314
3,140
The
Procter
&
Gamble
Co.
451,501
54,421
Unilever
PLC,
ADR
2,494,114
40,893,995
Energy
-
3.3%
136,810
BP
PLC,
ADR
3,878,564
7,430
Chevron
Corp.
1,075,715
13,600
ConocoPhillips
1,221,416
7,800
Phillips
66
639,522
14,415
Valero
Energy
Corp.
1,532,026
8,347,243
Financials
-
19.7%
53,260
Aflac,
Inc.
2,946,876
49,495
American
International
Group,
Inc.
2,530,679
2,480
Ameriprise
Financial,
Inc.
589,447
201,099
Bank
of
America
Corp.
6,260,212
16,545
Berkshire
Hathaway,
Inc.,
Class B
(a)
4,517,116
60,674
Central
Pacific
Financial
Corp.
1,301,457
25,975
Citigroup,
Inc.
1,194,590
5,616
Colliers
International
Group,
Inc.
616,131
27,268
Credit
Suisse
Group
AG,
ADR
154,610
5,616
FirstService
Corp.
680,659
Shares
Security
Description
Value
Financials
-
19.7%
(continued)
63,668
Franklin
Resources,
Inc.
$
1,484,101
2,025
Marsh
&
McLennan
Cos.,
Inc.
314,381
38,815
Mastercard,
Inc.,
Class A
12,245,356
1,100
PayPal
Holdings,
Inc.
(a)
76,824
1,700
Ryan
Specialty
Holdings,
Inc.
(a)
66,623
149,625
The
Bank
of
New
York
Mellon
Corp.
6,240,859
12,298
The
Travelers
Cos.,
Inc.
2,079,961
3,200
U.S.
Bancorp
147,264
15,249
Unum
Group
518,771
30,100
Visa,
Inc.,
Class A
5,926,389
6,200
Wells
Fargo
&
Co.
242,854
50,135,160
Health
Care
-
26.1%
31,284
Abbott
Laboratories
3,399,007
3,663
AbbVie,
Inc.
561,025
4,950
Becton
Dickinson
and
Co.
1,220,323
10,250
Biogen,
Inc.
(a)
2,090,385
13,990
Cigna
Corp.
3,686,645
18,226
Elevance
Health,
Inc.
8,795,503
990
Embecta
Corp.
(a)
25,067
42,108
Johnson
&
Johnson
7,474,591
80,518
Medtronic
PLC
7,226,491
72,354
Merck
&
Co.,
Inc.
6,596,514
8,370
Organon
&
Co.
282,488
6,282
Pfizer,
Inc.
329,365
16,397
Quest
Diagnostics,
Inc.
2,180,473
38,421
UnitedHealth
Group,
Inc.
19,734,178
903
Viatris,
Inc.
9,454
26,750
Zimmer
Biomet
Holdings,
Inc.
2,810,355
2,675
Zimvie,
Inc.
(a)
42,827
66,464,691
Industrials
-
4.4%
30,135
CAE,
Inc.
(a)
741,924
1,240
Caterpillar,
Inc.
221,662
119,491
Corning,
Inc.
3,765,161
3,695
FedEx
Corp.
837,694
49,482
Gates
Industrial
Corp.
PLC
(a)
534,900
85,521
Manitex
International,
Inc.
(a)
555,031
26,700
Raytheon
Technologies
Corp.
2,566,137
1,335
Stanley
Black
&
Decker,
Inc.
139,988
2,780
The
Boeing
Co.
(a)
380,082
7,440
United
Parcel
Service,
Inc.,
Class B
1,358,098
11,100,677
Information
Technology
-
7.8%
1,926
Alphabet,
Inc.,
Class A
(a)
4,197,255
18,125
Cognizant
Technology
Solutions
Corp.,
Class A
1,223,256
19,000
Forrester
Research,
Inc.
(a)
908,960
3,155
Meta
Platforms,
Inc.,
Class A
(a)
508,744
51,022
Microsoft
Corp.
13,103,980
100
MSCI,
Inc.
41,215
19,983,410
Materials
-
3.5%
14,225
Celanese
Corp.,
Class A
1,673,002
28,458
Corteva,
Inc.
1,540,716
28,458
Dow,
Inc.
1,468,718
25,464
DuPont
de
Nemours,
Inc.
1,415,289
2,149
International
Flavors
&
Fragrances,
Inc.
255,989
25,505
LyondellBasell
Industries
NV,
Class A
2,230,667
4,980
The
Mosaic
Co.
235,206
8,819,587
AUXIER
FOCUS
FUND
SCHEDULE
OF
INVESTMENTS
June
30,
2022
8
See
Notes
to
Financial
Statements.
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
June
30,
2022.
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.
Shares
Security
Description
Value
Transportation
-
0.2%
2,610
Union
Pacific
Corp.
$
556,661
Total
Common
Stock
(Cost
$94,563,157)
227,207,455
Total
Equity
Securities
(Cost
$94,563,157)
227,207,455
Principal
Security
Description
Rate
Maturity
Value
Fixed
Income
Securities
-
4.5%
Corporate
Non-Convertible
Bonds
-
0.6%
Energy
-
0.1%
$
400,000
Energy
Transfer
LP
(callable
at
100)
(b)(c)
6.63%
02/15/45
296,057
Financials
-
0.5%
500,000
JPMorgan
Chase
&
Co.
(callable
at
100)
(b)(c)
4.63
11/01/22
435,000
500,000
The
Goldman
Sachs
Group,
Inc.
(callable
at
100)
(b)(c)
5.00
11/10/22
426,250
400,000
Truist
Financial
Corp.
(callable
at
100)
(b)(c)
5.13
06/15/49
329,690
1,190,940
Total
Corporate
Non-Convertible
Bonds
(Cost
$1,756,522)
1,486,997
U.S.
Government
&
Agency
Obligations
-
3.9%
U.S.
Treasury
Securities
-
3.9%
9,080,000
U.S.
Treasury
Bill
(d)
1.03
08/02/22
9,070,779
800,000
U.S.
Treasury
Bill
(d)
1.41
08/16/22
798,601
9,869,380
Total
U.S.
Government
&
Agency
Obligations
(Cost
$9,870,252)
9,869,380
Total
Fixed
Income
Securities
(Cost
$11,626,774)
11,356,377
Investments,
at
value
-
93.7%
(Cost
$106,189,931)
$
238,563,832
Other
Assets
&
Liabilities,
Net
-
6.3%
16,104,819
Net
Assets
-
100.0%
$
254,668,651
ADR
American
Depositary
Receipt
LIBOR
London
Interbank
Offered
Rate
LP
Limited
Partnership
PLC
Public
Limited
Company
(a)
Non-income
producing
security.
(b)
Variable
rate
security,
the
interest
rate
of
which
adjusts
periodically
based
on
changes
in
current
interest
rates.
Rate
represented
is
as
of
June
30,
2022.
(c)
Perpetual
maturity
security.
(d)
Zero
coupon
bond.
Interest
rate
presented
is
yield
to
maturity.
Level
1
Level
2
Level
3
Total
Investments
at
Value
Common
Stock
Communications
$
2,064,371
$
–
$
–
$
2,064,371
Consumer
Cyclical
3,505,331
–
–
3,505,331
Consumer
Discretionary
15,336,329
–
–
15,336,329
Consumer
Staples
40,893,995
–
–
40,893,995
Energy
8,347,243
–
–
8,347,243
Financials
50,135,160
–
–
50,135,160
Health
Care
66,464,691
–
–
66,464,691
Industrials
11,100,677
–
–
11,100,677
Information
Technology
19,983,410
–
–
19,983,410
Materials
8,819,587
–
–
8,819,587
Transportation
556,661
–
–
556,661
Corporate
Non-
Convertible
Bonds
–
1,486,997
–
1,486,997
U.S.
Government
&
Agency
Obligations
–
9,869,380
–
9,869,380
Investments
at
Value
$
227,207,455
$
11,356,377
$
–
$
238,563,832
PORTFOLIO
HOLDINGS
(Unaudited)
%
of
Total
Investments
Communications
0.9%
Consumer
Cyclical
1.5%
Consumer
Discretionary
6.4%
Consumer
Staples
17.1%
Energy
3.5%
Financials
21.0%
Health
Care
27.9%
Industrials
4.6%
Information
Technology
8.4%
Materials
3.7%
Transportation
0.2%
Corporate
Non-Convertible
Bonds
0.6%
U.S.
Government
&
Agency
Obligations
4.2%
100.0%
AUXIER
FOCUS
FUND
STATEMENT
OF
ASSETS
AND
LIABILITIES
June
30,
2022
9
See
Notes
to
Financial
Statements.
ASSETS
Investments,
at
value
(Cost
$106,189,931)
$
238,563,832
Cash
15,546,309
Receivables:
Fund
shares
sold
160,416
Investment
securities
sold
257,296
Dividends
and
interest
357,038
Prepaid
expenses
26,135
Total
Assets
254,911,026
LIABILITIES
Payables:
Fund
shares
redeemed
33,884
Accrued
Liabilities:
Investment
Adviser
fees
118,350
Fund
services
fees
25,983
Other
expenses
64,158
Total
Liabilities
242,375
NET
ASSETS
$
254,668,651
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
116,410,599
Distributable
earnings
138,258,052
NET
ASSETS
$
254,668,651
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
Investor
Shares
5,639,238
A
Shares
66,520
Institutional
Shares
4,340,351
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE*
Investor
Shares
(based
on
net
assets
of
$141,242,475)
$
25.05
A
Shares
(based
on
net
assets
of
$1,702,851)
$
25.60
A
Shares
Maximum
Public
Offering
Price
Per
Share
(net
asset
value
per
share/(100%-5.75%))
$
27.16
Institutional
Shares
(based
on
net
assets
of
$111,723,325)
$
25.74
*Shares
redeemed
or
exchanged
within
180
days
of
purchase
are
charged
a
2.00%
redemption
fee.
AUXIER
FOCUS
FUND
STATEMENT
OF
OPERATIONS
YEAR
ENDED
JUNE
30,
2022
10
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$1,108)
$
5,009,491
Interest
income
124,854
Total
Investment
Income
5,134,345
EXPENSES
Investment
Adviser
fees
2,146,799
Fund
services
fees
341,763
Transfer
agent
fees:
Investor
Shares
53,470
A
Shares
1,058
Institutional
Shares
11,437
Distribution
fees:
A
Shares
5,333
Custodian
fees
28,062
Registration
fees:
Investor
Shares
16,706
A
Shares
4,472
Institutional
Shares
16,128
Professional
fees
45,409
Trustees'
fees
and
expenses
8,767
Other
expenses
227,960
Total
Expenses
2,907,364
Fees
waived
(575,210)
Net
Expenses
2,332,154
NET
INVESTMENT
INCOME
2,802,191
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
(loss)
on:
Investments
5,374,199
Foreign
currency
transactions
(2)
Net
realized
gain
5,374,197
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
(18,353,028)
NET
REALIZED
AND
UNREALIZED
LOSS
(12,978,831)
DECREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
(10,176,640)
AUXIER
FOCUS
FUND
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
11
See
Notes
to
Financial
Statements.
For
the
Year
Ended
June
30,
2022
For
the
Year
Ended
June
30,
2021
OPERATIONS
Shares
Shares
Net
investment
income
$
2,802,191
$
2,770,668
Net
realized
gain
5,374,197
2,955,272
Net
change
in
unrealized
appreciation
(depreciation)
(18,353,028)
62,170,452
Increase
(Decrease)
in
Net
Assets
Resulting
from
Operations
(10,176,640)
67,896,392
DISTRIBUTIONS
TO
SHAREHOLDERS
Investor
Shares
(3,650,878)
(3,012,681)
A
Shares
(39,990)
(59,813)
Institutional
Shares
(2,962,207)
(2,336,853)
Total
Distributions
Paid
(6,653,075)
(5,409,347)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares:
Investor
Shares
17,845,684
654,788
4,680,876
194,993
A
Shares
12,724
485
–
–
Institutional
Shares
6,388,132
229,916
5,533,880
221,073
Reinvestment
of
distributions:
Investor
Shares
3,486,919
127,842
2,896,793
123,714
A
Shares
39,492
1,425
57,709
2,423
Institutional
Shares
2,860,173
102,095
2,260,120
94,164
Redemption
of
shares:
Investor
Shares
(13,444,920)
(497,940)
(12,864,029)
(546,001)
A
Shares
(708,337)
(25,187)
(1,131,536)
(46,041)
Institutional
Shares
(7,253,207)
(261,439)
(6,341,551)
(265,234)
Redemption
fees:
Investor
Shares
3,856
–
1,470
–
A
Shares
43
–
27
–
Institutional
Shares
2,934
–
1,162
–
Increase
(Decrease)
in
Net
Assets
from
Capital
Share
Transactions
9,233,493
331,985
(4,905,079)
(220,909)
Increase
(Decrease)
in
Net
Assets
(7,596,222)
57,581,966
NET
ASSETS
Beginning
of
Year
262,264,873
204,682,907
End
of
Year
$
254,668,651
$
262,264,873
AUXIER
FOCUS
FUND
FINANCIAL
HIGHLIGHTS
12
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year.
For
the
Years
Ended
June
30,
2022
2021
2020
2019
2018
INVESTOR
SHARES
NET
ASSET
VALUE,
Beginning
of
Year
$
26.69
$
20.39
$
22.34
$
22.25
$
21.95
INVESTMENT
OPERATIONS
Net
investment
income
(a)
0.27
0.27
0.29
0.28
0.26
Net
realized
and
unrealized
gain
(loss)
(1.22)
6.59
(0.87)
1.18
1.28
Total
from
Investment
Operations
(0.95)
6.86
(0.58)
1.46
1.54
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
(0.28)
(0.30)
(0.29)
(0.30)
(0.25)
Net
realized
gain
(0.41)
(0.26)
(1.08)
(1.07)
(0.99)
Total
Distributions
to
Shareholders
(0.69)
(0.56)
(1.37)
(1.37)
(1.24)
REDEMPTION
FEES(a)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
NET
ASSET
VALUE,
End
of
Year
$
25.05
$
26.69
$
20.39
$
22.34
$
22.25
TOTAL
RETURN
(3.77)%
34.03%
(3.17)%
7.08%
6.97%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
141,242
$
142,915
$
113,810
$
137,995
$
161,032
Ratios
to
Average
Net
Assets:
Net
investment
income
0.99%
1.13%
1.34%
1.25%
1.14%
Net
expenses
0.92%
0.92%
0.95%
0.98%
0.98%
Gross
expenses
(c)
1.08%
1.09%
1.10%
1.11%
1.10%
PORTFOLIO
TURNOVER
RATE
1%
1%
2%
3%
3%
(a)
Calculated
based
on
average
shares
outstanding
during
each
year.
(b)
Less
than
$0.01
per
share.
(c)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
AUXIER
FOCUS
FUND
FINANCIAL
HIGHLIGHTS
13
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year.
For
the
Years
Ended
June
30,
2022
2021
2020
2019
2018
A
SHARES
SHARES
NET
ASSET
VALUE,
Beginning
of
Year
$
27.20
$
20.76
$
22.70
$
22.56
$
22.23
INVESTMENT
OPERATIONS
Net
investment
income
(a)
0.18
0.19
0.23
0.22
0.20
Net
realized
and
unrealized
gain
(loss)
(1.25)
6.72
(0.89)
1.21
1.29
Total
from
Investment
Operations
(1.07)
6.91
(0.66)
1.43
1.49
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
(0.12)
(0.21)
(0.20)
(0.22)
(0.17)
Net
realized
gain
(0.41)
(0.26)
(1.08)
(1.07)
(0.99)
Total
Distributions
to
Shareholders
(0.53)
(0.47)
(1.28)
(1.29)
(1.16)
REDEMPTION
FEES(a)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
NET
ASSET
VALUE,
End
of
Year
$
25.60
$
27.20
$
20.76
$
22.70
$
22.56
TOTAL
RETURN(c)
(4.07)%
33.60%
(3.47)%
6.80%
6.68%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
1,703
$
2,443
$
2,770
$
2,664
$
2,782
Ratios
to
Average
Net
Assets:
Net
investment
income
0.64%
0.78%
1.06%
0.98%
0.87%
Net
expenses
1.25%
1.25%
1.25%
1.25%
1.25%
Gross
expenses
(d)
1.65%
1.52%
1.51%
1.53%
1.44%
PORTFOLIO
TURNOVER
RATE
1%
1%
2%
3%
3%
(a)
Calculated
based
on
average
shares
outstanding
during
each
year.
(b)
Less
than
$0.01
per
share.
(c)
Total
Return
does
not
include
the
effect
of
front
end
sales
charge
or
contingent
deferred
sales
charge.
(d)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
AUXIER
FOCUS
FUND
FINANCIAL
HIGHLIGHTS
14
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year.
For
the
Years
Ended
June
30,
2022
2021
2020
2019
2018
INSTITUTIONAL
SHARES
NET
ASSET
VALUE,
Beginning
of
Year
$
27.38
$
20.88
$
22.81
$
22.66
$
22.29
INVESTMENT
OPERATIONS
Net
investment
income
(a)
0.31
0.31
0.33
0.33
0.31
Net
realized
and
unrealized
gain
(loss)
(1.26)
6.75
(0.88)
1.19
1.30
Total
from
Investment
Operations
(0.95)
7.06
(0.55)
1.52
1.61
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
(0.28)
(0.30)
(0.30)
(0.30)
(0.25)
Net
realized
gain
(0.41)
(0.26)
(1.08)
(1.07)
(0.99)
Total
Distributions
to
Shareholders
(0.69)
(0.56)
(1.38)
(1.37)
(1.24)
REDEMPTION
FEES(a)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
NET
ASSET
VALUE,
End
of
Year
$
25.74
$
27.38
$
20.88
$
22.81
$
22.66
TOTAL
RETURN
(3.66)%
34.19%
(3.00)%
7.24%
7.20%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
111,723
$
116,907
$
88,103
$
90,958
$
71,644
Ratios
to
Average
Net
Assets:
Net
investment
income
1.11%
1.25%
1.51%
1.43%
1.34%
Net
expenses
0.80%
0.80%
0.80%
0.80%
0.80%
Gross
expenses
(c)
1.08%
1.09%
1.10%
1.10%
1.10%
PORTFOLIO
TURNOVER
RATE
1%
1%
2%
3%
3%
(a)
Calculated
based
on
average
shares
outstanding
during
each
year.
(b)
Less
than
$0.01
per
share.
(c)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
AUXIER
FOCUS
FUND
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2022
15
Note
1.
Organization
The
Auxier
Focus
Fund
(the
“Fund”)
is
a
diversified
portfolio
of
Forum
Funds
(the
“Trust”).
The
Trust
is
a
Delaware
statutory
trust
that
is
registered
as
an
open-end,
management
investment
company
under
the
Investment
Company
Act
of
1940,
as
amended
(the
“Act”).
Under
its
Trust
Instrument,
the
Trust
is
authorized
to
issue
an
unlimited
number
of
the
Fund’s
shares
of
beneficial
interest
without
par
value.
The
Fund
currently
offers
three
classes
of
shares:
Investor
Shares,
A
Shares
and
Institutional
Shares.
A
Shares
are
offered
at
net
asset
value
plus
a
maximum
sales
charge
of
5.75%.
A
Shares
are
also
subject
to
contingent
deferred
sales
charge
(“CDSC”)
of
1.00%
on
purchases
without
an
initial
sales
charge
and
redeemed
less
than
one
year
after
they
are
purchased.
Investor
Shares
and
Institutional
Shares
are
not
subject
to
a
sales
charge.
Investor
Shares,
A
Shares
and
Institutional
Shares
commenced
operations
on
July
9,
1999,
July
8,
2005
and
May
9,
2012,
respectively.
The
Fund’s
investment
objective
is
to
provide
long-term
capital
appreciation.
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.
Debt
securities
may
be
valued
at
prices
supplied
by
a
fund’s
pricing
agent
based
on
broker
or
dealer
supplied
valuations
or
matrix
pricing,
a
method
of
valuing
securities
by
reference
to
the
value
of
other
securities
with
similar
characteristics
such
as
rating,
interest
rate
and
maturity.
Shares
of
non-exchange
traded
open-end
mutual
funds
are
valued
at
net
asset
value
(“NAV”).
Short-term
investments
that
mature
in
sixty
days
or
less
may
be
valued
at
amortized
cost.
The
Fund
values
its
investments
at
fair
value
pursuant
to
procedures
adopted
by
the
Trust’s
Board
of
Trustees
(the
“Board”)
if
(1)
market
quotations
are
not
readily
available
or
(2)
the
Adviser,
as
defined
in
Note
4,
believes
that
the
values
available
are
unreliable.
The
Trust’s
Valuation
Committee,
as
defined
in
the
Fund’s
registration
statement,
performs
certain
functions
as
they
relate
to
the
administration
and
oversight
of
the
Fund’s
valuation
procedures.
Under
these
procedures,
the
Valuation
Committee
convenes
on
a
regular
and
ad
hoc
basis
to
review
such
investments
and
considers
a
number
of
factors,
including
valuation
methodologies
and
significant
unobservable
inputs,
when
arriving
at
fair
value.
The
Valuation
Committee
may
work
with
the
Adviser
to
provide
valuation
inputs.
In
determining
fair
valuations,
inputs
may
include
market-based
analytics
that
may
consider
related
or
comparable
assets
or
liabilities,
recent
transactions,
market
multiples,
book
values
and
other
relevant
investment
information.
Adviser
inputs
may
include
an
income-based
approach
in
which
the
anticipated
future
cash
flows
of
the
investment
are
discounted
in
determining
fair
value.
Discounts
may
also
be
applied
based
on
the
nature
or
duration
of
any
restrictions
on
the
disposition
of
the
investments.
The
Valuation
Committee
performs
regular
reviews
of
valuation
methodologies,
key
inputs
and
assumptions,
disposition
analysis
and
market
activity.
Fair
valuation
is
based
on
subjective
factors
and,
as
a
result,
the
fair
value
price
of
an
investment
may
differ
from
the
security’s
market
price
and
may
not
be
the
price
at
which
the
asset
may
be
sold.
Fair
valuation
could
result
in
a
different
NAV
than
a
NAV
determined
by
using
market
quotes.
GAAP
has
a
three-tier
fair
value
hierarchy.
The
basis
of
the
tiers
is
dependent
upon
the
various
“inputs”
used
to
determine
the
value
of
the
Fund’s
investments.
These
inputs
are
summarized
in
the
three
broad
levels
listed
below:
Level
1
-
Quoted
prices
in
active
markets
for
identical
assets
and
liabilities.
AUXIER
FOCUS
FUND
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2022
16
Level
2
-
Prices
determined
using
significant
other
observable
inputs
(including
quoted
prices
for
similar
securities,
interest
rates,
prepayment
speeds,
credit
risk,
etc.).
Short-term
securities
with
maturities
of
sixty
days
or
less
are
valued
at
amortized
cost,
which
approximates
market
value,
and
are
categorized
as
Level
2
in
the
hierarchy.
Municipal
securities,
long-term
U.S.
government
obligations
and
corporate
debt
securities
are
valued
in
accordance
with
the
evaluated
price
supplied
by
a
pricing
service
and
generally
categorized
as
Level
2
in
the
hierarchy.
Other
securities
that
are
categorized
as
Level
2
in
the
hierarchy
include,
but
are
not
limited
to,
warrants
that
do
not
trade
on
an
exchange,
securities
valued
at
the
mean
between
the
last
reported
bid
and
ask
quotation
and
international
equity
securities
valued
by
an
independent
third
party
with
adjustments
for
changes
in
value
between
the
time
of
the
securities’
respective
local
market
closes
and
the
close
of
the
U.S.
market.
Level
3
-
Significant
unobservable
inputs
(including
the
Fund’s
own
assumptions
in
determining
the
fair
value
of
investments).
The
aggregate
value
by
input
level,
as
of
June
30,
2022,
for
the
Fund’s
investments
is
included
at
the
end
of
the
Fund’s
Schedule
of
Investments.
Security
Transactions,
Investment
Income
and
Realized
Gain
and
Loss
–
Investment
transactions
are
accounted
for
on
the
trade
date.
Dividend
income
is
recorded
on
the
ex-dividend
date.
Foreign
dividend
income
is
recorded
on
the
ex-dividend
date
or
as
soon
as
possible
after
determining
the
existence
of
a
dividend
declaration
after
exercising
reasonable
due
diligence.
Income
and
capital
gains
on
some
foreign
securities
may
be
subject
to
foreign
withholding
taxes,
which
are
accrued
as
applicable.
Interest
income
is
recorded
on
an
accrual
basis.
Premium
is
amortized
to
the
next
call
date
above
par
and
discount
is
accreted
to
maturity
using
the
effective
interest
method.
Identified
cost
of
investments
sold
is
used
to
determine
the
gain
and
loss
for
both
financial
statement
and
federal
income
tax
purposes.
Foreign
Currency
Translations
–
Foreign
currency
amounts
are
translated
into
U.S.
dollars
as
follows:
(1)
assets
and
liabilities
at
the
rate
of
exchange
at
the
end
of
the
respective
period;
and
(2)
purchases
and
sales
of
securities
and
income
and
expenses
at
the
rate
of
exchange
prevailing
on
the
dates
of
such
transactions.
The
portion
of
the
results
of
operations
arising
from
changes
in
the
exchange
rates
and
the
portion
due
to
fluctuations
arising
from
changes
in
the
market
prices
of
securities
are
not
isolated.
Such
fluctuations
are
included
with
the
net
realized
and
unrealized
gain
or
loss
on
investments.
Distributions
to
Shareholders
–
The
Fund
declares
any
dividends
from
net
investment
income
and
pays
them
annually.
Any
net
capital
gains
and
net
foreign
currency
gains
realized
by
the
Fund
are
distributed
at
least
annually.
Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
Distributions
are
based
on
amounts
calculated
in
accordance
with
applicable
federal
income
tax
regulations,
which
may
differ
from
GAAP.
These
differences
are
due
primarily
to
differing
treatments
of
income
and
gain
on
various
investment
securities
held
by
the
Fund,
timing
differences
and
differing
characterizations
of
distributions
made
by
the
Fund.
Federal
Taxes
–
The
Fund
intends
to
continue
to
qualify
each
year
as
a
regulated
investment
company
under
Subchapter
M
of
Chapter
1,
Subtitle
A,
of
the
Internal
Revenue
Code
of
1986,
as
amended
(“Code”),
and
to
distribute
all
of
its
taxable
income
to
shareholders.
In
addition,
by
distributing
in
each
calendar
year
substantially
all
of
its
net
investment
income
and
capital
gains,
if
any,
the
Fund
will
not
be
subject
to
a
federal
excise
tax.
Therefore,
no
federal
income
or
excise
tax
provision
is
required.
The
Fund
files
a
U.S.
federal
income
and
excise
tax
return
as
required.
The
Fund’s
federal
income
tax
returns
are
subject
to
examination
by
the
Internal
Revenue
Service
for
a
period
of
three
fiscal
years
after
they
are
filed.
As
of
June
30,
2022,
there
are
no
uncertain
tax
positions
that
would
require
financial
statement
recognition,
de-recognition
or
disclosure.
Income
and
Expense
Allocation
–
The
Trust
accounts
separately
for
the
assets,
liabilities
and
operations
of
each
of
its
investment
portfolios.
Expenses
that
are
directly
attributable
to
more
than
one
investment
portfolio
are
allocated
among
the
respective
investment
portfolios
in
an
equitable
manner.
The
Fund's
class-specific
expenses
are
charged
to
the
operations
of
that
class
of
shares.
Income
and
expenses
(other
than
expenses
attributable
to
a
specific
class)
and
realized
and
unrealized
gains
or
losses
on
investments
are
allocated
to
each
class
of
shares
based
on
the
class’
respective
net
assets
to
the
total
net
assets
of
the
Fund.
Redemption
Fees
–
A
shareholder
who
redeems
or
exchanges
shares
within
180
days
of
purchase
will
incur
a
redemption
fee
of
2.00%
of
the
current
NAV
of
shares
redeemed
or
exchanged,
subject
to
certain
limitations.
The
fee
is
charged
for
the
benefit
of
the
remaining
shareholders
and
will
be
paid
to
the
Fund
to
help
offset
transaction
costs.
The
fee
is
accounted
for
as
an
addition
to
paid-in
capital.
The
Fund
reserves
the
right
to
modify
the
terms
of
or
terminate
the
fee
at
any
time.
There
are
limited
exceptions
to
AUXIER
FOCUS
FUND
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2022
17
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.
Cash
–
Concentration
in
Uninsured
Account
For
cash
management
purposes,
the
Fund
may
concentrate
cash
with
the
Fund’s
custodian.
This
typically
results
in
cash
balances
exceeding
the
Federal
Deposit
Insurance
Corporation
(“FDIC”)
insurance
limits.
As
of
June
30,
2022,
the
Fund
had
$15,296,309
at
U.S.
Bank
that
exceeded
the
FDIC
insurance
limit.
Note
4.
Fees
and
Expenses
Investment
Adviser
–
Auxier
Asset
Management
LLC
(the
“Adviser”)
is
the
investment
adviser
to
the
Fund.
Pursuant
to
an
investment
advisory
agreement,
the
Adviser
receives
an
advisory
fee,
payable
monthly,
from
the
Fund
at
an
annual
rate
of
0.80%
of
the
Fund’s
average
daily
net
assets.
Distribution
–
Foreside
Fund
Services,
LLC
(the
“Distributor”),
a
wholly
owned
subsidiary
of
Foreside
Financial
Group,
LLC
(doing
business
as
ACA
Group),
acts
as
the
agent
of
the
Trust
in
connection
with
the
continuous
offering
of
shares
of
the
Fund.
The
Distributor
is
not
affiliated
with
the
Adviser
or
Atlantic
Fund
Administration,
LLC,
a
wholly
owned
subsidiary
of
Apex
US
Holdings
LLC
(d/b/a
Apex
Fund
Services)
(“Apex”)
or
their
affiliates.
The
Fund
has
adopted
a
Distribution
Plan
(the
“Plan”)
for
A
Shares
of
the
Fund
in
accordance
with
Rule
12b-1
of
the
Act.
Under
the
Plan,
the
Fund
pays
the
Distributor
and/or
any
other
entity
as
authorized
by
the
Board
a
fee
of
up
to
0.25%
of
the
average
daily
net
assets
of
A
Shares.
The
Distributor
has
no
role
in
determining
the
investment
policies
or
which
securities
are
to
be
purchased
or
sold
by
the
Trust
or
its
Funds.
For
the
year
ended
June
30,
2022
,
there
were
$775
front-end
sales
charges
assessed
on
the
sale
of
A
Shares
and
no
contingent
deferred
sales
charges
were
assessed
on
the
sale
of
A
Shares.
The
Distributor
received
$101
of
the
total
front-end
sales
charge.
Other
Service
Providers
–
Apex
provides
fund
accounting,
fund
administration,
compliance
and
transfer
agency
services
to
the
Fund.
The
fees
related
to
these
services
are
included
in
Fund
services
fees
within
the
Statement
of
Operations.
Apex
also
provides
certain
shareholder
report
production
and
EDGAR
conversion
and
filing
services.
Apex
provides
a
Principal
Executive
Officer,
a
Principal
Financial
Officer,
a
Chief
Compliance
Officer
and
an
Anti-Money
Laundering
Officer
to
the
Fund,
as
well
as
certain
additional
compliance
support
functions.
Trustees
and
Officers
–
Through
the
calendar
year
ended
December
31,
2021,
each
Independent
Trustee’s
annual
retainer
was
$31,000
($41,000
for
the
Chairman).
Effective
January
1,
2022,
each
Independent
Trustee’s
annual
retainer
is
$45,000
($55,000
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
5.
Expense
Reimbursement
and
Fees
Waived
The
Adviser
has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
dividend
expenses
on
short
sales,
and
extraordinary
expenses
)
to
0.92%,
1.25%
and
0.80%
of
the
Investor
Shares,
A
Shares
and
Institutional
Shares,
respectively
,
through
at
least
October
31,
2022.
These
contractual
waivers
may
only
be
raised
or
eliminated
with
consent
AUXIER
FOCUS
FUND
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2022
18
of
the
Board.
Other
fund
service
providers
have
voluntarily
agreed
to
waive
a
portion
of
their
fees.
These
voluntary
reductions
may
be
reduced
or
eliminated
at
any
time.
For
the
year
ended
June
30,
2022
,
the
fees
waived
and
expenses
reimbursed
were
as
follows:
The
Adviser
may
be
reimbursed
by
the
Fund
for
fees
waived
and
expenses
reimbursed
by
the
Adviser
pursuant
to
the
Expense
Cap
if
such
payment
is
made
within
three
years
of
the
fee
waiver
or
expense
reimbursement,
and
does
not
cause
the
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
to
exceed
the
lesser
of
(i)
the
then-current
expense
cap,
or
(ii)
the
expense
cap
in
place
at
the
time
the
fees/expenses
were
waived/reimbursed.
As
of
June
30,
2022
,
$1,2
94
,
885
is
subject
to
recapture
by
the
Adviser.
Other
Waivers
are
not
eligible
for
recoupment.
Note
6.
Security
Transactions
The
cost
of
purchases
and
proceeds
from
sales
of
investment
securities
(including
maturities),
other
than
short-term
investments,
during
the
year
ended
June
30,
2022
,
totaled
$2,321,981
and
$15,093,208
.
Note
7.
Federal
Income
Tax
As
of
June
30,
2022
,
cost
for
federal
income
tax
purposes
is
$106,198,640
and
net
unrealized
appreciation
consists
of:
Distributions
paid
during
the
fiscal
years
ended
as
noted
were
characterized
for
tax
purposes
as
follows:
As
of
June
30,
2022,
distributable
earnings
(accumulated
loss)
on
a
tax
basis
were
as
follows:
The
difference
between
components
of
distributable
earnings
on
a
tax
basis
and
the
amounts
reflected
in
the
Statement
of
Assets
and
Liabilities
are
primarily
due
to
wash
sales
and
equity
return
of
capital.
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.
Investment
Adviser
Expenses
Reimbursed
Other
Waivers
Total
Fees
Waived
and
Expenses
Reimbursed
$
485,293
$
89,917
$
575,210
Gross
Unrealized
Appreciation
$
139,748,905
Gross
Unrealized
Depreciation
(7,383,713)
Net
Unrealized
Appreciation
$
132,365,192
2022
2021
Ordinary
Income
$
2,713,355
$
2,913,466
Long-Term
Capital
Gain
3,939,720
2,495,881
$
6,653,075
$
5,409,347
Undistributed
Ordinary
Income
$
1,444,982
Undistributed
Long-Term
Gain
4,447,878
Unrealized
Appreciation
132,365,192
Total
$
138,258,052
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
19
To
the
Board
of
Trustees
of
Forum
Funds
and
the
Shareholders
of
Auxier
Focus
Fund
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
statement
of
assets
and
liabilities
of
Auxier
Focus
Fund,
a
series
of
shares
of
beneficial
interest
in
Forum
Funds
(the
“Fund”),
including
the
schedule
of
investments,
as
of
June
30,
2022,
and
the
related
statement
of
operations
for
the
year
then
ended,
the
statements
of
changes
in
net
assets
for
each
of
the
years
in
the
two-year
period
then
ended
and
the
financial
highlights
for
each
of
the
years
in
the
five-year
period
then
ended,
and
the
related
notes
(collectively
referred
to
as
the
“financial
statements”).
In
our
opinion,
the
financial
statements
present
fairly,
in
all
material
respects,
the
financial
position
of
the
Fund
as
of
June
30,
2022,
and
the
results
of
its
operations
for
the
year
then
ended,
the
changes
in
its
net
assets
for
each
of
the
years
in
the
two-year
period
then
ended
and
its
financial
highlights
for
each
of
the
years
in
the
five-year
period
then
ended,
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America.
Basis
for
Opinion
These
financial
statements
are
the
responsibility
of
the
Fund’s
management.
Our
responsibility
is
to
express
an
opinion
on
the
Fund's
financial
statements
based
on
our
audits.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)
(“PCAOB”)
and
are
required
to
be
independent
with
respect
to
the
Fund
in
accordance
with
the
U.S.
federal
securities
law
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.
We
conducted
our
audits
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audits
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement,
whether
due
to
error
or
fraud.
The
Fund
is
not
required
to
have,
nor
were
we
engaged
to
perform,
an
audit
of
its
internal
control
over
financial
reporting.
As
part
of
our
audits
we
are
required
to
obtain
an
understanding
of
internal
control
over
financial
reporting
but
not
for
the
purpose
of
expressing
an
opinion
on
the
effectiveness
of
the
Fund’s
internal
control
over
financial
reporting.
Accordingly,
we
express
no
such
opinion.
Our
audits
included
performing
procedures
to
assess
the
risk
of
material
misstatement
of
the
financial
statements,
whether
due
to
error
or
fraud,
and
performing
procedures
that
respond
to
those
risks.
Such
procedures
included
examining,
on
a
test
basis,
evidence
regarding
the
amounts
and
disclosures
in
the
financial
statements.
Our
procedures
included
confirmation
of
securities
owned
as
of
June
30,
2022
by
correspondence
with
the
custodian,
brokers,
or
by
other
appropriate
auditing
procedures
where
replies
from
brokers
were
not
received.
Our
audits
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
financial
statements.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinion.
BBD,
LLP
We
have
served
as
the
auditor
of
one
or
more
of
the
Funds
in
the
Forum
Funds
since
2009.
Philadelphia,
Pennsylvania
August
24,
2022
AUXIER
FOCUS
FUND
ADDITIONAL
INFORMATION
(Unaudited)
June
30,
2022
20
Proxy
Voting
Information
A
description
of
the
policies
and
procedures
that
the
Fund
uses
to
determine
how
to
vote
proxies
relating
to
securities
held
in
the
Fund’s
portfolio
is
available,
without
charge
and
upon
request,
by
calling
(877)
328-9437
and
on
the
SEC’s
website
at
www.sec.gov.
The
Fund’s
proxy
voting
record
for
the
most
recent
twelve-month
period
ended
June
30
is
available,
without
charge
and
upon
request,
by
calling
(877)
328-9437
and
on
the
SEC’s
website
at
www.sec.gov.
Availability
of
Quarterly
Portfolio
Schedules
The
Fund
files
its
complete
schedule
of
portfolio
holdings
with
the
SEC
for
the
first
and
third
quarters
of
each
fiscal
year
on
Form
N-PORT.
Forms
N-PORT
are
available
free
of
charge
on
the
SEC’s
website
at
www.sec.gov.
Shareholder
Expense
Example
As
a
shareholder
of
the
Fund,
you
incur
two
types
of
costs:
(1)
transaction
costs,
including
sales
charges
(loads)
on
purchase
payments
on
certain
classes,
redemption
fees,
exchange
fees
and
CDSC
fees,
and
(2)
ongoing
costs,
including
management
fees,
12b-1
fees,
and
other
Fund
expenses.
This
example
is
intended
to
help
you
understand
your
ongoing
costs
(in
dollars)
of
investing
in
the
Fund,
and
to
compare
these
costs
with
the
ongoing
costs
of
investing
in
other
mutual
funds.
The
example
is
based
on
an
investment
of
$1,000
invested
at
the
beginning
of
the
period
and
held
for
the
entire
period
from
January
1,
2022
through
June
30,
2022.
Actual
Expenses
–
The
first
line
of
the
table
below
provides
information
about
actual
account
values
and
actual
expenses.
You
may
use
the
information
in
this
line,
together
with
the
amount
you
invested,
to
estimate
the
expenses
that
you
paid
over
the
period.
Simply
divide
your
account
value
by
$1,000
(for
example,
an
$8,600
account
value
divided
by
$1,000
=
8.6),
then
multiply
the
result
by
the
number
in
the
first
line
under
the
heading
entitled
“Expenses
Paid
During
Period”
to
estimate
the
expenses
you
paid
on
your
account
during
the
period.
Hypothetical
Example
for
Comparison
Purposes
–
The
second
line
under
each
share
class
of
the
table
below
provides
information
about
hypothetical
account
values
and
hypothetical
expenses
based
on
the
Fund’s
actual
expense
ratio
and
an
assumed
rate
of
return
of
5%
per
year
before
expenses,
which
is
not
the
Fund’s
actual
return.
The
hypothetical
account
values
and
expenses
may
not
be
used
to
estimate
the
actual
ending
account
balance
or
expenses
you
paid
for
the
period.
You
may
use
this
information
to
compare
the
ongoing
costs
of
investing
in
the
Fund
and
other
funds.
To
do
so,
compare
this
5%
hypothetical
example
with
the
5%
hypothetical
examples
that
appear
in
the
shareholder
reports
of
other
funds.
Please
note
that
the
expenses
shown
in
the
table
are
meant
to
highlight
your
ongoing
costs
only
and
do
not
reflect
any
transactional
costs,
such
as
sales
charges
(loads)
on
purchase
payments
on
certain
classes,
redemption
fees,
exchange
fees,
and
CDSC
fees.
Therefore,
the
second
line
of
the
table
is
useful
in
comparing
ongoing
costs
only
and
will
not
help
you
determine
the
relative
total
costs
of
owning
different
funds.
In
addition,
if
these
transactional
costs
were
included,
your
costs
would
have
been
higher.
Beginning
Account
Value
January
1,
2022
Ending
Account
Value
June
30,
2022
Expenses
Paid
During
Period*
Annualized
Expense
Ratio*
Investor
Shares
Actual
$
1,000.00
$
908.26
$
4.35
0.92%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.23
$
4.61
0.92%
A
Shares
Actual
$
1,000.00
$
906.52
$
5.91
1.25%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,018.60
$
6.26
1.25%
Institutional
Shares
Actual
$
1,000.00
$
908.57
$
3.79
0.80%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.83
$
4.01
0.80%
*
Expenses
are
equal
to
the
Fund’s
annualized
expense
ratio
multiplied
by
the
average
account
value
over
the
period,
multiplied
by
the
number
of
days
in
the
most
recent
fiscal
half-year
(181)
divided
by
365
to
reflect
the
half-year
period.
AUXIER
FOCUS
FUND
ADDITIONAL
INFORMATION
(Unaudited)
June
30,
2022
21
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
%
of
its
income
dividend
distributed
as
qualifying
for
the
corporate
dividends-received
deduction
(DRD),
100
%
for
the
qualified
dividend
rate
(QDI)
and
2.22
%
of
its
income
dividends
as
qualified
interest
income
exempt
from
U.S.
tax
for
foreign
shareholders
(QII)
as
defined
in
Section
1(h)(11)
of
the
Code.
The
Fund
also
designates
0.01%
as
short-term
capital
gain
dividends
exempt
from
U.S.
tax
for
foreign
shareholders
(QSD).
Pursuant
to
Section
852
(b)(3)
of
the
Internal
Revenue
Code,
the
Fund
designates
$3,939,720
as
long
term
capital
gain
dividends
for
the
year.
Trustees
and
Officers
of
the
Trust
The
Board
is
responsible
for
oversight
of
the
management
of
the
Trust’s
business
affairs
and
of
the
exercise
of
all
the
Trust’s
powers
except
those
reserved
for
the
shareholders.
The
following
table
provides
information
about
each
Trustee
and
certain
officers
of
the
Trust.
Each
Trustee
and
officer
holds
office
until
the
person
resigns,
is
removed
or
is
replaced.
Unless
otherwise
noted,
the
persons
have
held
their
principal
occupations
for
more
than
five
years.
The
address
for
all
Trustees
and
officers
is
Three
Canal
Plaza,
Suite
600,
Portland,
Maine
04101.
The
Fund’s
Statement
of
Additional
Information
includes
additional
information
about
the
Trustees
and
is
available,
without
charge
and
upon
request,
by
calling
(877)
328-9437.
(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)
2017-2021;
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
AUXIER
FOCUS
FUND
ADDITIONAL
INFORMATION
(Unaudited)
June
30,
2022
22
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.
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.
AUXIER
FOCUS
FUND
FOR
MORE
INFORMATION
P.O.
Box
588
Portland,
Maine
04112
(877)
3AUXIER
(877)
328-9437
INVESTMENT
ADVISER
Auxier
Asset
Management
LLC
15668
NE
Eilers
Road
Aurora,
Oregon
97002
TRANSFER
AGENT
Apex
Fund
Services
P.O.
Box
588
Portland,
Maine
04112
www.apexgroup.com
DISTRIBUTOR
Foreside
Fund
Services,
LLC
Three
Canal
Plaza,
Suite
100
Portland,
Maine
04101
www.foreside.com
This
report
is
submitted
for
the
general
information
of
the
shareholders
of
the
Fund.
It
is
not
authorized
for
distribution
to
prospective
investors
unless
preceded
or
accompanied
by
an
effective
prospectus,
which
includes
information
regarding
the
Fund’s
risks,
objectives,
fees
and
expenses,
experience
of
its
management,
and
other
information.
204-ANR-0622
ANNUAL
REPORT
JUNE
30,
2022
DF
DENT
GROWTH
FUNDS
TABLE
OF
CONTENTS
JUNE
30,
2022
DF
Dent
Growth
Funds
Performance
(Unaudited)
1
DF
Dent
Premier
Growth
Fund
A
Message
to
Our
Shareholders
(Unaudited)
2
Management
Discussion
of
Fund
Performance
(Unaudited)
9
Performance
Chart
and
Analysis
(Unaudited)
14
Schedule
of
Investments
15
Statement
of
Assets
and
Liabilities
17
Statement
of
Operations
18
Statements
of
Changes
in
Net
Assets
19
Financial
Highlights
20
DF
Dent
Midcap
Growth
Fund
A
Message
to
Our
Shareholders
(Unaudited)
21
Performance
Chart
and
Analysis
(Unaudited)
27
Schedule
of
Investments
29
Statement
of
Assets
and
Liabilities
31
Statement
of
Operations
32
Statements
of
Changes
in
Net
Assets
33
Financial
Highlights
34
DF
Dent
Small
Cap
Growth
Fund
A
Message
to
Our
Shareholders
(Unaudited)
37
Performance
Chart
and
Analysis
(Unaudited)
43
Schedule
of
Investments
45
Statement
of
Assets
and
Liabilities
47
Statement
of
Operations
48
Statements
of
Changes
in
Net
Assets
49
Financial
Highlights
50
DF
Dent
Growth
Funds
Notes
to
Financial
Statements
52
Report
of
Independent
Registered
Public
Accounting
Firm
59
Additional
Information
(Unaudited)
61
1
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
PERFORMANCE
(Unaudited)
JUNE
30,
2022
Performance
for
the
three
DF
Dent
Growth
Funds
(for
periods
ending
06/30/2022
)
is
detailed
in
the
table
below.
N/A
-
Periods
which
exceed
the
life
of
the
particular
fund.
1
Institutional
Shares
commenced
operations
on
November
29,
2017
and
November
20,
2017
for
the
DF
Dent
Midcap
Growth
Fund
and
DF
Dent
Small
Cap
Growth
Fund,
respectively.
Performance
for
the
five
year
and
since
inception
periods
are
a
blended
average
annual
return,
which
include
the
returns
of
the
Investor
Shares
prior
to
the
commencement
of
the
Institutional
Shares.
Cumulative
performance
reflects
a
blended
return,
too.
Performance
data
quoted
represents
past
performance
and
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
an
investor’s
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
For
the
most
recent
month-end
performance,
please
call
(866)
233-3368.
Returns
greater
than
one
year
are
annualized,
except
cumulative
returns.
DF
Dent
Premier
Growth
Fund
DF
Dent
Midcap
Growth
Fund
Institutional
Shares
1
DF
Dent
Small
Cap
Growth
Fund
Institutional
Shares
1
Benchmark
S&P
500®
Index
Russell
Midcap
Growth
Index
Russell
2000
Growth
Index
6
Months
Fund
-
27.85%
-
30.38%
-
30.11%
Benchmark
-
19.96%
-
31.00%
-
29.45%
Fund
vs
Benchmark
-
7.89%
+
0.62%
+
0.66%
12
Months
Fund
-
23.05%
-
26.95%
-
25.27%
Benchmark
-
10.62%
-
29.57%
-
33.43%
Fund
vs
Benchmark
-
12.43%
+
2.62%
+
8.16%
3
Years
Fund
+
5.59%
+
2.90%
+
4.21%
Benchmark
+
10.60%
+
4.25%
+
1.40%
Fund
vs
Benchmark
-
5.01%
-
1.35%
+
2.81%
5
Years
Fund
+
12.25%
+
10.10%
+
9.40%
Benchmark
+
11.31%
+
8.88%
+
4.80%
Fund
vs
Benchmark
+
0.94%
+
1.22%
+
4.60%
10
Years
Fund
+
12.89%
+
12.21%
N/A
Benchmark
+
12.96%
+
11.50%
N/A
Fund
vs
Benchmark
-
0.07%
+
0.71%
N/A
Since
Inception
Fund
+
9.19%
+
11.36%
+
9.07%
Benchmark
+
7.71%
+
9.95%
+
6.48%
Fund
vs
Benchmark
+
1.48%
+
1.41%
+
2.59%
Cumulative
Since
Inception
Fund
+
531.45%
+
226.71%
+
112.09%
Benchmark
+
374.45%
+
183.76%
+
72.21%
Fund
vs
Benchmark
+
157.00%
+
42.95%
+
39.88%
Inception
Date
07/16/2001
07/01/2011
11/01/2013
2
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2022
Dear
Fellow
Shareholders,
This
letter
pertains
to
the
DF
Dent
Premier
Growth
Fund
(the
“Fund”)
while
the
two
following
letters
pertain
to
the
DF
Dent
Midcap
Growth
Fund
and
the
DF
Dent
Small
Cap
Growth
Fund,
respectively.
During
the
Fund’s
life
over
the
past
twenty-one
years,
we
have
had
three
recessions
(including
the
“Great
Recession”),
five
national
elections
as
well
as
a
failed
insurrection,
one
pandemic,
four
U.S.
Presidents,
four
Chairs
of
the
Federal
Reserve,
ongoing
military
conflicts
in
the
Mideast
and
Asia,
two
short
bear
markets,
and
a
twelve-year
bull
market
(2009-
2021),
which
rolled
over
to
a
bear
market
this
past
year.
This
has
been
an
Annus
Horribilis
for
stocks.
In
fact,
the
first
six
months
of
2022
have
been
the
worst
start
of
a
calendar
year
since
1970
as
measured
by
the
S&P
500
Index
(the
“Index”).
Very
little
has
been
spared
as
this
has
also
been
the
worst
start
in
history
for
the
bond
market.
However,
bear
markets
beget
bull
markets,
just
as
the
tide
ebbs
and
floods
but
with
less
predictability.
In
fact,
according
to
Bespoke
Group
,
each
of
the
seven
market
declines
of
20%
or
more
over
two
quarters
since
WWII,
has
been
followed
by
a
recovery
which
has
averaged
+31%
over
the
following
year.
We
would
be
happy
this
coming
year
with
a
reasonable
piece
of
that
recovery.
New
Investments
and
Deletions
Your
Adviser
eliminated
positions
in
Black
Knight,
Inc.
(BKI),
Cable
One,
Inc.
(CABO),
Coupa
Software
(COUP),
Envestnet
(ENV),
Masimo
Corp
(MASI),
Roper
Technologies,
Inc.
(ROP),
Shopify,
Inc.
(SHOP),
Sprout
Social,
Inc.
(SPT),
and
Twilio,
Inc.
(TWLO),
during
the
year.
New
positions
were
established
in
Microsoft
Corp.
(MSFT)
and
WillScot
Mobile
Mini
Holdings
Corp.
(WSC).
Microsoft
Corp.
(MSFT)
is
a
global
technology
vendor
whose
business
supports
enterprise
productivity
and
makes
collaboration
simpler.
Under
the
leadership
of
CEO
Satya
Nadella,
MSFT
has
substantially
changed
its
business,
investing
in
the
secular
shift
to
cloud
computing.
Today,
MSFT
is
the
dominant
player
in
three
software
oligopolies
-
Windows,
Office,
and
Server
-
which
has
enabled
it
to
invest
in
its
Commercial
Cloud
initiative,
including
Azure
(a
fourth
oligopoly).
Azure
could
ultimately
become
as
large
as
(or
larger
than)
its
other
lines
of
business
as
organizations
move
towards
multi-cloud
architectures
and
enterprises
of
all
sizes
embark
on
digital
transformation
initiatives.
In
addition
to
MSFT’s
operating
system
businesses,
the
company
also
develops
video
game
content
and
consoles
and
is
working
to
convert
these
to
subscription-based
models.
We
expect
MSFT
will
grow
its
sales
at
a
high-single-digit
rate
and
compound
its
earnings
per
share
at
a
double-digit
rate
for
the
foreseeable
future.
WillScot
Mobile
Mini
Holdings
Corp.
(WSC)
is
a
specialty
rental
company
that
provides
temporary
modular
space
and
storage
solutions
(offices,
workspaces,
storage
containers,
etc.)
to
a
variety
of
construction/commercial/industrial
end
markets.
It
operates
primarily
in
the
United
States
but
also
has
a
small
footprint
in
the
United
Kingdom
and
Canada.
We
view
WSC
as
a
high-quality
company
with
good
revenue
visibility
and
a
diverse
end
customer
base.
Unit
economics
are
impressive
with
long
asset
lives
(20-plus
years)
and
a
quick
payback
on
invested
capital.
WSC
is
by
far
the
largest
operator
in
3
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2022
the
space,
and
the
company’s
size
provides
scale
and
density
advantages
with
a
large
branch
network
and
salesforce.
We
expect
WSC
to
compound
its
free
cash
flow
in
the
double
digits
over
the
next
three
to
five
years
through
organic
unit
and
pricing
growth,
increased
sales
of
value-added
products
and
services
(VAPS),
and
M&A.
Expense
Ratio
Management
The
gross
operating
expense
ratio
for
the
Fund
is
1.11%.
Effective
with
the
November
1,
2019
Prospectus,
the
Fund’s
Adviser
agreed
to
reimburse
expenses
and
waive
management
fees
so
that
the
annual
net
expense
ratio
does
not
exceed
0.99%.
Your
Adviser
has
extended
this
agreement
through
October
31,
2022.
The
history
of
expense
reimbursements
and
management
fee
waivers
by
the
Adviser
is
shown
below:
Year
Ending
Expense
Reimbursement
Management
Fee
Waived
06/30/02
$
60,201
$
60,019
06/30/03
38,066
90,163
06/30/04
–
129,060
06/30/05
–
141,907
06/30/06
–
142,664
06/30/07
–
161,128
06/30/08
–
95,665
06/30/09
–
234,053
06/30/10
–
204,148
06/30/11
–
211,784
06/30/12
–
240,847
06/30/13
–
235,380
06/30/14
–
220,476
06/30/15
–
175,996
06/30/16
–
135,822
06/30/17
–
123,930
06/30/18
–
146,156
06/30/19
–
163,859
06/30/20
–
313,721
06/30/21
–
400,966
06/30/22
–
383,052
Total
$
98,267
$
4,010,796
4
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2022
Portfolio
Turnover
2
Annual
portfolio
turnover
since
inception
has
been
as
follows:
2002
3
0%
2009
16%
2016
20%
2003
14%
2010
8%
2017
13%
2004
20%
2011
21%
2018
16%
2005
7%
2012
14%
2019
23%
2006
25%
2013
19%
2020
23%
2007
17%
2014
25%
2021
14%
2008
21%
2015
25%
2022
18%
2
Percentage
calculated
based
on
total
value
of
long
term
investments.
3
The
Fund
commenced
operations
on
July
16,
2001
with
its
initial
fiscal
year
ending
on
June
30,
2002.
The
average
annual
portfolio
turnover
over
the
Fund’s
21
year
history
has
been
17.0%.
We
believe
these
low
portfolio
turnover
rates
are
consistent
with
our
investment
strategy
of
holding
positions
for
long
periods
and
minimizing
transaction
expenses
for
shareholders.
Brokerage
expenses
for
this
fiscal
year’s
trading
again
amounted
to
less
than
one
cent
per
share
of
your
Fund
based
upon
the
7.9
million
shares
outstanding
as
of
June
30,
2022.
Thus,
trading
expenses
remained
low
owing
to
low
portfolio
turnover.
Asset
Allocation
4
4
Percentage
calculated
based
on
total
value
of
investments.
For
the
above
table,
we
define
the
midcap
range
as
$3.0
to
$20.0
billion
and
define
small
and
large
cap
as
below
and
above
this
range,
respectively.
As
of
12/31/21,
we
have
defined
mega
cap
as
companies
with
market
capitalizations
over
$100
billion
and
large
cap
as
companies
with
market
capitalizations
in
the
$20.0
to
$100.0
billion
range.
Three
holdings,
Microsoft
(MSFT),
Alphabet
(GOOG),
and
Amazon
(AMZN)
in
fact
had
market
capitalizations
exceeding
$1
trillion.
Mega
Capitalization
Large
Capitalization
Mid
Capitalization
Small
Capitalization
Reserve
Funds
Total
Fund
06/30/13
0.0%
51.3%
40.4%
5.6%
2.7%
100.00%
06/30/14
0.0%
75.5%
21.8%
2.5%
0.2%
100.00%
06/30/15
0.0%
46.5%
38.9%
12.3%
2.3%
100.00%
06/30/16
0.0%
53.4%
35.1%
11.4%
0.1%
100.00%
06/30/17
0.0%
62.8%
29.3%
7.9%
0.0%
100.00%
06/30/18
0.0%
72.2%
18.5%
9.2%
0.1%
100.00%
06/30/19
0.0%
77.6%
11.3%
8.6%
2.5%
100.00%
06/30/20
0.0%
69.7%
28.0%
2.2%
0.1%
100.00%
06/30/21
0.0%
76.2%
23.4%
0.0%
0.4%
100.00%
06/30/22
41.0%
38.7%
20.2%
0.0%
0.1%
100.00%
5
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2022
The
appreciation
of
Small
Capitalization
companies
in
your
Fund
resulted
in
many
having
“graduated”
to
Mid-
Capitalization
and
leaving
no
Small
Capitalization
stocks
with
market
capitalizations
below
$3
billion
as
of
06/30/21
and
06/30/22.
Concentration
The
Fund’s
concentration
in
its
top
10
holdings
is
as
follows:
Our
thought
process
is
that
if
we
invest
3%
in
a
stock
at
a
price
of
$40,
should
we
maintain
a
4.5%
position
in
the
same
company
when
its
valuation
is
50%
higher
and
the
stock
reaches
$60?
Do
we
want
a
50%
larger
position
at
a
50%
higher
valuation?
When
the
answer
is
“No,”
such
stocks
become
trim
candidates,
and
the
gain
is
recycled
into
companies
with
more
attractive
valuations.
By
industry
standards,
your
Fund’s
holdings
as
of
June
30,
2022
may
be
considered
reasonably
concentrated
or
“focused.”
As
of
June
30,
2022
your
Fund’s
position
in
Visa,
Inc.
(V),
Alphabet
(GOOG),
and
Thermo
Fisher
Scientific
(TMO)
were
all
over
5%.
As
discussed
at
the
end
of
the
Management
Discussion
and
Financial
Performance
later
in
this
report,
this
concentration
in
the
largest
positions
has
aided
performance
in
both
2021,
a
good
market
year,
and
in
2022,
a
poor
market
year.
Market
Factors
and
Strategy
While
there
have
been
many
developments
contributing
to
the
2022
market
decline,
foremost
amongst
them
is
inflation
and
the
Federal
Reserve’s
(the
“Fed’s”)
policy
shift
to
combat
it.
As
a
reference
point
for
the
Fed
policy
change,
one
needs
to
go
back
to
1981
when
the
Federal
Reserve,
led
by
its
Chairman
Paul
Volcker,
embarked
on
a
program
of
raising
interest
rates
and
contracting
the
money
supply
to
gain
control
over
what
had
been
a
strong
inflationary
buildup
over
the
prior
decade.
The
numbers
are
different,
but
the
change
in
monetary
policy,
which
was
successful
in
dampening
inflation
in
1981
was
similar
to
what
is
happening
today.
%
of
the
Fund
Average
Size
of
Top
10
06/30/13
44.95%
4.50%
06/30/14
42.36%
4.20%
06/30/15
42.80%
4.30%
06/30/16
4
3
.92%
4.4
0%
06/30/17
43.71%
4.40%
06/30/18
40.89%
4.10%
06/30/19
38.17%
3.80%
06/30/20
39.59%
4.00%
06/30/21
39.32%
3.90%
06/30/22
45.82%
4.60%
6
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2022
*
1980,
2020,
and
Post-Covid
S&P
Earnings
Yield
levels
are
the
low,
high
and
low
values
for
their
periods,
respectively.
Source:
Bloomberg
Just
as
today's
chairman,
Jerome
Powell,
has
indicated
an
increase
in
interest
rates
to
deal
with
today's
inflation,
the
then-chairman
Paul
Volcker
faced
a
similar
situation
with
even
higher
inflation
and
interest
rates.
He
raised
interest
rates
immediately
after
taking
office
and
eventually
drove
unemployment
to
11%
in
1981.
Chairman
Powell
has
indicated
his
admiration
for
the
strong
medicine
applied
during
Paul
Volcker's
term.
We
have
experienced
a
40+
year
period
of
declining
interest
rates,
which
in
the
summer
of
2020
fell
to
0.51%
as
measured
by
the
10-year
Treasury
versus
13.65%
in
1980.
This
period
has
been
characterized
by
a
long-
term
bull
market
in
equities
related
to
the
decline
in
the
return
from
fixed
income
instruments.
During
the
most
recent
quarter,
the
Federal
Reserve
reversed
its
low
interest
rate
monetary
policy
which
had
driven
up
the
value
of
equities
over
the
past
40
years.
The
Federal
Reserve's
monetary
policy
today
is
a
two-pronged
approach.
First,
its
intent
to
raise
interest
rates
has
been
well
telegraphed
and
already
resulted
in
long-term
mortgages
increasing
from
3%
at
the
beginning
of
this
year
to
a
current
level
of
6%.
Secondly,
it
has
indicated
its
intent
to
shrink
its
balance
sheet.
That
balance
sheet
increased
from
$3
trillion
to
$9
trillion
through
its
asset
accumulation
program
(purchasing
bonds
and
mortgage-backed
securities)
in
order
to
inject
liquidity
(cash
paid
for
these
financial
assets)
into
the
economy.
Now
it
is
time
to
soak
up
some
of
that
excess
liquidity
in
the
economy,
which
should
also
put
upward
pressure
on
yields.
What
does
this
all
mean
for
stocks?
The
declining
interest
rates
over
the
past
40
years
represented
the
wind
at
the
back
of
stock
valuations.
Along
with
growth
in
the
economy
and
corporate
earnings,
the
decline
in
interest
rates
is
widely
believed
to
have
increased
equity
valuations
even
further
to
the
extent
that
equities
arguably
became
overvalued
in
the
2016–2019
timeframe.
As
can
be
seen
in
the
chart
above,
the
S&P
500's
PE
ratio
increased
from
9X
to
32X
prior
to
this
year's
decline.
The
increase
in
interest
rates,
as
already
telegraphed
by
the
Federal
Reserve,
is
having
a
dampening
effect
on
equity
valuations.
Our
conclusion
is
that
we
do
not
expect
a
severe
contraction
in
equity
valuations
beyond
what
has
already
been
experienced
year
to
date,
but
we
foresee
a
re-rating
of
equity
valuations
to
more
normal
levels,
consistent
with
higher
interest
rates.
Stated
differently,
we
would
say
that
some
of
the
air
is
being
taken
out
of
excessive
valuations
which
developed
in
the
2016–2020
time
period
of
near
zero
interest
rates.
Note
in
the
chart
below
how
the
30-year
bond
price
(broad
broken
line)
and
the
stock
market
12-month
forward
P/E
(bold
line)
have
both
declined
by
about
25%
in
2022
(100-25=
75).
At
the
same
time,
the
stock
market
1980
Peak
2020
Trough
Post-Covid
Peak
10
Year
US
Treasury
Yield
13.65
%
0.51%
3.47%
Trailing
Twelve
Months
S&P
500
P/E
9.6
14.4
32.3
Trailing
Twelve
Months
S&P
500
Earnings
Yield*
10.4%
6.9%
3.1%
YoY
US
CPI
Based
Inflation
14.8%
0.1%
9.1%
7
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2022
12-month
forward
EPS
(narrow
broken
line)
has
been
steady.
The
2022
stock
market
decline
has
been
largely
in
synchronization
with
higher
interest
rates
whereby
both
stocks
and
bonds
have
declined
in
the
neighborhood
of
20-25%.
Source:
BCA
Research,
www.bcaresearch.com,
Used
with
permission
(all
values
rebased
to
100)
Your
Fund’s
commitment
to
best-in-class*
growth
companies
led
by
talented
and
ethical
management
teams
is
resolute.
We
have
structured
your
Fund’s
portfolio
in
a
diversified
group
of
such
growth
equities.
We
anticipate
their
growth
going
forward
will
drive
strong
earnings
and
stock
returns
over
the
next
few
years.
In
our
view,
much
of
the
excess
valuation
has
been
removed
from
equities
this
year,
and
as
a
result,
growth
companies
are
more
attractively
positioned
today.
8
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2022
Respectively
Submitted,
*
The
determination
of
“best-in-class”
is
solely
the
opinion
of
the
Fund’s
Adviser,
and
such
opinion
is
subject
to
change.
Those
companies
that
hold
leading
market
share
positions,
strong
growth
potential,
historically
good
profitability,
and
management
teams
known
for
integrity
and
good
corporate
governance
are
generally
considered
to
be
“best-in-class.”
IMPORTANT
INFORMATION:
Investing
involves
risks,
including
the
possible
loss
of
principal.
The
Fund
may
invest
in
small
and
medium
size
companies.
Investments
in
these
companies,
especially
smaller
companies,
carry
greater
risk
than
is
customarily
associated
with
larger
companies
for
various
reasons
such
as
increased
volatility
of
earnings
and
prospects,
narrower
markets,
limited
financial
resources
and
less
liquid
stock.
The
Fund
will
typically
invest
in
the
securities
of
fewer
issuers.
If
the
Premier
Fund’s
portfolio
is
over
weighted
in
a
sector,
any
negative
development
affecting
that
sector
will
have
a
greater
impact
on
the
Fund
than
a
fund
that
is
not
over
weighted
in
that
sector.
The
S&P
500®
Index
is
a
broad-based,
unmanaged
measurement
of
changes
in
stock
market
conditions
based
on
the
average
of
500
widely
held
stocks.
The
Russell
Midcap
Growth
Index
measures
the
performance
of
the
mid-cap
growth
segment
of
the
U.S.
equity
universe.
It
includes
those
Russell
Midcap
Index
companies
with
higher
price-to-book
ratios
and
higher
forecasted
growth
values.
The
Russell
2000
Growth
Index
measures
the
performance
of
the
small
cap
growth
segment
of
the
U.S.
equity
universe.
It
includes
those
Russell
Small
Cap
Index
companies
with
higher
price-to-book
ratios
and
higher
forecasted
growth
values.
One
cannot
invest
directly
in
an
index.
Daniel
F.
Dent
Bruce
L.
Kennedy
Matthew
F.
Dent
Gary
D.
Mitchell
9
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
MANAGEMENT
DISCUSSION
OF
FUND
PERFORMANCE
(Unaudited)
JUNE
30,
2022
Recent
Performance
For
the
fiscal
year
ending
June
30,
2022,
the
DF
Dent
Premier
Growth
Fund
(the
“Fund”)
experienced
a
net
decline
of
-23.05%
versus
a
net
decline
of
-10.62%
for
the
S&P
500
Index
(the
“Index”),
the
benchmark
we
use
for
performance
comparisons.
Performance
versus
the
Index
for
various
periods
ending
June
30,
2022
was
as
follows:
Past
performance
is
not
indicative
of
future
performance.
In
the
past
six
months,
your
Fund
experienced
a
return
of
-27.85%,
7.89%
behind
the
Index.
The
Fund’s
performance
for
the
fiscal
year
was
equally
disappointing
declining
by
-23.05%
versus
a
decline
of
-10.62%
for
the
Index.
As
discussed
in
the
following
section,
value
stocks
outperformed
growth
stocks
over
the
past
year.
The
Index
is
evenly
divided
between
value
and
growth
which
made
for
difficult
comparisons.
Market
Factors
The
market
factors
having
the
greatest
impact
on
the
Fund’s
performance
included:
1.
Interest
Rates
:
As
mentioned
in
the
preceding
Shareholders
Letter,
calendar
year
2022
has
been
the
worst
start
in
history
for
the
bond
market.
That
has
impacted
financial
assets
across
the
board,
but
particularly
“long
duration”
bonds
and
growth
stocks.
The
longer
the
duration
and
maturity
of
bonds,
the
greater
the
decline
during
a
period
of
rising
interest
rates.
The
same
is
true
for
growth
stocks,
which
are
priced
more
heavily
on
future
anticipated
returns
than
current
value
or
income.
The
increase
in
interest
rates
as
measured
by
the
10-year
US
Treasury,
from
below
1%
in
2020
to
2.95%
on
June
30,
2022,
had
a
very
detrimental
effect
on
the
valuation
of
growth
stocks,
such
as
those
held
by
the
Fund.
2.
Inflation
:
While
the
inflationary
surge
in
2022
cannot
be
separated
from
its
impact
on
interest
rates,
inflation
increased
the
cost
of
goods
for
many
companies,
which
in
some
cases
pressured
profit
margins.
We
seek
to
identify
companies
that
will
find
success
in
any
economic
environment.
In
inflationary
environments,
businesses
with
unique
and
mission-critical
offerings
can
pass
along
price
increases
to
their
customers
and
continue
to
thrive.
We
look
to
invest
in
companies
with
this
pricing
power.
Many
companies
that
we
own
actually
lower
overall
costs
and
increase
returns
on
investment
for
their
customers.
Even
still,
commodity
vendors
such
as
natural
resource
and
energy
companies
benefit
disproportionately
from
inflation
and
fared
well
in
2022.
Those
companies
were
not
well
represented
in
the
Fund.
Period
Ending
06/30/2022
DF
Dent
Premier
Growth
Fund
S&P
500
Index
Outperformance
(Underperformance)
Six
Months
-
27.85
%
-
19.96
%
-
7.89
%
Twelve
Months
-
23.05
%
-
10.62
%
-
12.43
%
Three
Years
(annualized)
+
5.59
%
+
10.60
%
-
5.01
%
Five
Years
(annualized)
+
12.25
%
+
11.31
%
+
0.94
%
Ten
Years
(annualized)
+
12.89
%
+
12.96
%
-
0.
07
%
Since
Inception
(7/16/2001)
(annualized)
+
9.19
%
+
7.71
%
+
1.48
%
Since
Inception
(7/16/2001)
(cumulative)
+
531.45
%
+
374.45
%
+
157.00
%
10
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
MANAGEMENT
DISCUSSION
OF
FUND
PERFORMANCE
(Unaudited)
JUNE
30,
2022
3.
Supply
disruption
and
lock
down
:
Supply
chains
were
disrupted
severely
in
many
cases
in
2022.
This
was
particularly
evident
within
technology
where
many
parts
needed
to
be
shipped
from
East
and
Southeast
Asia,
in
particular
Shanghai,
China,
where
a
lockdown
occurred.
Trade
barriers,
tariffs,
and
shipping
disruptions
contributed
to
production
delays.
4.
Sector
rotation
away
from
growth
:
After
three
years
of
outperforming
value,
growth
took
a
backseat
to
value
in
the
late
2020-2022
time
frame.
Leadership
rotation
is
a
normal
and
beneficial
development
so
that
one
strategy
does
not
become
excessively
overvalued.
With
perfect
20/20
hindsight,
we
can
now
conclude
that
growth
did
become
somewhat
overvalued
in
the
2016-2019
time
period.
5.
The
Russia/Ukraine
War
:
The
war
has
had
a
major
negative
impact
on
shipping,
food
supplies,
energy
costs,
and
in
particular
the
European
economy.
It
remains
an
ongoing
tragedy
and
major
uncertainty
for
the
world’s
economy.
Sector
Allocation
and
Attribution
Your
Fund’s
two
largest
Sector
weightings
were
Health
Care
(21.8%
versus
15.3%
for
the
Index)
and
Information
Technology
(26.4%
versus
26.8%
for
the
Index).
Coming
off
a
+46.24%
return
for
the
sector
in
fiscal
2021
(ending
on
06/30/2021)
for
your
Fund,
Health
Care
was
due
for
a
rest,
and
that
occurred
in
fiscal
2022
with
a
-27.4%
return.
The
stocks
of
all
your
Fund’s
Health
Care
companies
except
for
Thermo
Fisher
Scientific
suffered
declines
in
fiscal
2022.
Health
Care
companies
are
generally
considered
to
be
defensive
in
that
they
are
not
as
dependent
upon
the
overall
economy.
This
was
the
case
for
that
Sector
within
the
Index,
but
not
within
the
Fund
as
many
of
its
stocks
entered
the
fiscal
year
with
very
strong
prior-year
performance
and
were
likely
due
for
a
pause.
We
continue
to
have
confidence
in
the
securities
we
own
in
the
Health
Care
sector
over
the
longer
term.
Your
Fund’s
weighting
in
Information
Technology
was
comparable
to
the
Index.
Positions
in
Black
Knight
(BKI),
Cable
One,
Inc.
(CABO),
Coupa
Software,
Inc.
(COUP),
Envestnet,
Inc.(ENV),
Roper
Technologies
(ROP),
Shopify
(SHOP),
Sprout
Social
(SPT),
and
Twilio,
Inc.
(TWLO)
were
eliminated
during
the
year.
Proceeds
from
these
sales
were
used
to
increase
positions
in
larger
capitalization
companies
CrowdStrike
Holdings
(CRWD)
and
QUALCOMM
Incorporated
(QCOM).
Your
Fund
also
initiated
a
position
in
Microsoft
Corporation
(MSFT)
which
has
recently
demonstrated
excellent
growth
in
its
major
divisions.
The
Fund’s
underweighting
in
Communication
Services,
Consumer
Discretionary,
and
Financials,
as
well
as
its
overweighting
in
Industrials,
all
made
positive
contributions
to
performance
versus
the
Index.
The
avoidance
of
the
Energy
Sector,
which
had
enhanced
relative
performance
in
recent
years,
hurt
relative
performance
in
2022
as
energy
prices
soared.
Your
Adviser
has
not
invested
in
energy
companies
in
recent
years
because
their
stock
prices
tend
to
be
driven
by
commodity
pricing
(crude
oil
and
natural
gas)
more
so
than
organic
growth.
11
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
MANAGEMENT
DISCUSSION
OF
FUND
PERFORMANCE
(Unaudited)
JUNE
30,
2022
The
following
bar
chart
displays
the
Fund’s
weighting
as
of
June
30,
2022
versus
each
of
the
11
Sectors
of
the
Index.
Source:
FactSet
Individual
Stock
Performance
The
best
and
worst
individual
stock
performers
for
the
Fund
over
the
past
fiscal
year
regardless
of
portfolio
weighting
were:
Five
Best
Performers
:
1.
Dollar
General
Corp.
(DG)
+14.35%
2.
Markel
Corp.
(MKL)
+8.98%
3.
Thermo
Fisher
Scientific,
Inc.
(TMO)
+7.91%
4.
Waste
Connections,
Inc.
(WCN)
+4.52%
5.
Roper
Technologies,
Inc.
(ROP)*
+2.31%
Five
Worst
Performers
:
1.
Shopify,
Inc.
(SHOP)*
-65.92%
2.
Okta,
Inc.
(OKTA)
-63.05%
3.
Illumina,
Inc.
(ILMN)
-61.04%
4.
Coupa
Software,
Inc.
(COUP)*
-56.63%
5.
Twilio,
Inc.
(TWLO)*
-55.68%
*Eliminated
as
of
year
end.
12
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
MANAGEMENT
DISCUSSION
OF
FUND
PERFORMANCE
(Unaudited)
JUNE
30,
2022
The
best
and
worst
contributors
in
terms
of
total
percent
contribution
to
your
Fund’s
performance
(combination
of
individual
performance
and
weighting)
were:
Five
Best
Contributors
:
1.
Markel
Corp.
(MKL)
+
0.21%
2.
Thermo
Fisher
Scientific,
Inc.
(TMO)
+
0.19%
3.
Dollar
General
Corp.
(DG)
+
0.07%
4.
Roper
Technologies,
Inc.
(ROP)*
+
0.04%
5.
Waste
Connections,
Inc.
(WCN)
+
0.02%
Five
Worst
Contributors
:
1.
Illumina,
Inc.
(ILMN)
-
2.70%
2.
Intuitive
Surgical,
Inc.
(ISRG)
-
1.39%
3.
Amazon,
Inc.
(AMZN)
-
1.34%
4.
Cable
One,
Inc.
(CABO)*
-
1.11%
5.
ANSYS,
Inc.
(ANSS)
-
0.98%
*Eliminated
as
of
year
end.
Capital
Gains
Distribution
Policy
Your
Fund
is
required
to
distribute
its
net
realized
capital
gains
each
year.
The
Fund
distributed
long-term
and
short-term
capital
gains
of
$3.38221
and
$0.25453
respectively
per
share
in
December
2021.
The
record
of
capital
gains
distributions
per
share
since
inception
(07/16/2001)
follows:
A
shareholder
who
initially
invested
$10.00
at
inception
(07/16/2001)
and
then
subsequently
reinvested
all
the
above
cash
distributions
in
additional
shares
at
the
time
of
each
distribution
would
have
accumulated
a
total
value
of
$63.15
($10
initial
investment
plus
$53.15
of
income
and
appreciation
of
reinvestments).
The
difference
between
$63.15
and
the
06/30/2022
share
price
of
$35.60
is
the
reinvestment
of
prior
cash
distributions
each
year
in
additional
shares
and
the
appreciation
of
those
reinvestments.
If
that
shareholder
had
December
Amount
per
Share
2005
$
0.10
2006
0.17
2007
0.24
2008
0.27
2015
3.32
2016
1.08
2017
2.85
2018
2.48
2019
2.61
2020
1.03
2021
3.64
Total
$
17.79
13
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
MANAGEMENT
DISCUSSION
OF
FUND
PERFORMANCE
(Unaudited)
JUNE
30,
2022
invested
instead
$10.00
in
the
Index
at
inception,
the
total
value
before
deducting
the
Index
Fund’s
low
fees
would
have
been
$47.45
($10
initial
investment
plus
$37.45
income
and
appreciation
of
reinvestments).
This
is
the
result
of
reinvestment
of
distributions
in
shares
which
appreciated
over
the
years.
Elimination
and
Focus
The
Adviser’s
strategy
during
the
2022
bear
market
has
been
to
eliminate
the
weaker
holdings,
as
shown
earlier
by
the
sale
of
three
of
the
five
worst
performers,
and
to
maintain
core
positions
in
the
highest
consistent
long-
term
growth
companies
as
listed
below.
It
is
your
Adviser’s
belief
that,
although
the
end
of
the
bear
market
cannot
be
predicted,
capital
returning
to
the
markets
will
gravitate
to
those
companies
which
possess
a
solid
track
record
of
growth
through
business
cycles.
The
five
largest
positions,
which
represent
this
focus,
are
multi-
year
holdings
and
are
listed
below.
FIVE
LARGEST
EQUITY
HOLDINGS
June
30,
2022
26.54%
of
your
Fund’s
net
assets
were
responsible
for
-9.33%
of
your
Fund’s
-23.05%
decline
of
the
year’s
return
(-2.15%
divided
by
-23.05%).
In
the
prior
fiscal
year
(ending
06/30/2021)
the
five
largest
positions
constituted
21.5%
of
the
Fund
and
generated
26.8%
of
the
Fund’s
+30.96%
return.
The
point
to
be
made
is
that
the
concentration
in
the
five
largest
holdings
aided
performance
in
a
good
year
and
provided
some
relative
downside
protection
with
its
-2.15%
decremental
contribution
in
a
down
year.
The
Fund
did
not
invest
in
any
derivative
instruments
during
the
past
year.
The
views
in
this
report
were
those
of
the
Fund’s
Adviser
as
of
June
30,
2022,
and
may
not
reflect
the
Adviser’s
views
on
the
date
this
report
is
first
published
or
anytime
thereafter.
This
report
may
contain
discussions
about
certain
investments
both
held
and
not
held
in
the
portfolio
as
of
the
report
date.
All
current
and
future
holdings
are
subject
to
risk
and
are
subject
to
change.
While
these
views
are
intended
to
assist
shareholders
in
understanding
their
investment
in
the
Fund,
they
do
not
constitute
investment
or
tax
advice,
are
not
a
guarantee
of
future
performance
and
are
not
intended
as
an
offer
or
solicitation
with
respect
to
the
purchase
or
sale
of
any
security.
Quantity
Security
Total
Cost
Market
Value
Percent
of
Net
Assets
of
the
Fund
Percent
of
Contribution
to
2021
Return
87,093
Visa,
Inc.
$
1,989,405
$
17,147,741
6.15%
-0.68%
7,702
Alphabet,
Inc.
11,013,006
16,847,740
6.04
-0.83
25,864
Thermo
Fisher
Scientific,
Inc.
6,373,016
14,051,394
5.04
+0.19
42,451
Mastercard,
Inc.
6,117,748
13,392,441
4.80
-0.64
51,115
Danaher
Corp.
5,911,066
12,958,675
4.64
-0.19
$
31,404,241
$
74,397,991
26.67%
-2.15%
14
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
JUNE
30,
2022
The
following
chart
reflects
the
change
in
the
value
of
a
hypothetical
$10,000
investment,
including
reinvested
dividends
and
distributions,
in
the
DF
Dent
Premier
Growth
Fund
(the
“Fund”)
compared
with
the
performance
of
the
benchmark,
S&P
500®
Index
("S&P
500”),
over
the
past
ten
fiscal
years.
The
S&P
500
is
a
broad-based
measurement
of
the
U.S.
stock
market
based
on
the
performance
of
500
widely
held
large
capitalization
common
stocks.
The
total
return
of
the
index
includes
the
reinvestment
of
dividends
and
income.
The
total
return
of
the
Fund
includes
operating
expenses
that
reduce
returns,
while
the
total
return
of
the
index
does
not
include
expenses.
The
Fund
is
professionally
managed,
while
the
index
is
unmanaged
and
is
not
available
for
investment.
Comparison
of
Change
in
Value
of
a
$10,000
Investment
DF
Dent
Premier
Growth
Fund
vs.
S&P
500®
Index
Performance
data
quoted
represents
past
performance
and
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
As
stated
in
the
Fund’s
prospectus,
the
annual
operating
expense
ratio
(gross)
is
1.11%.
However,
the
Fund’s
Adviser has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
and
extraordinary
expenses)
to
0.99%,
through
October
31,
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,
or
(ii)
the
expense
cap
in
place
at
the
time
the
fees/expenses
were
waived/reimbursed.
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
will
increase
if
exclusions
from
the
Expense
Cap
apply.
Prior
to
June
25,
2021,
shares
redeemed
within
60
days
of
purchase
were
charged
a
2.00%
redemption
fee.
During
the
year,
certain
fees
were
waived
and/or
expenses
reimbursed;
otherwise,
returns
would
have
been
lower.
The
performance
table
and
graph
do
not
reflect
the
deduction
of
taxes
that
a
shareholder
would
pay
on
Fund
distributions
or
the
redemption
of
Fund
shares.
Returns
greater
than
one
year
are
annualized.
For
the
most
recent
month-end
performance,
please
call
(866)
233-3368.
Average
Annual
Total
Returns
Periods
Ended
June
30,
2022
One
Year
Five
Year
Ten
Year
DF
Dent
Premier
Growth
Fund
-23.05%
12.25%
12.89%
S&P
500®
Index
-10.62%
11.31%
12.96%
15
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
JUNE
30,
2022
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
June
30,
2022.
The
inputs
or
methodology
used
for
valuing
securities
are
not
necessarily
an
indication
of
the
risks
associated
with
investing
in
those
securities.
For
more
information
on
valuation
inputs,
and
their
aggregation
into
the
levels
used
in
the
table
below,
please
refer
to
the
Security
Valuation
section
in
Note
2
of
the
accompanying
Notes
to
Financial
Statements.
The
Level
1
value
displayed
in
this
table
is
Common
Stock
and
the
Level
2
value
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
-
100.4%
Communication
Services
-
6.0%
7,702
Alphabet,
Inc.,
Class C
(a)
$
16,847,740
Consumer
Discretionary
-
7.5%
67,180
Amazon.com,
Inc.
(a)
7,135,188
94,213
CarMax,
Inc.
(a)
8,524,392
21,606
Dollar
General
Corp.
5,302,977
20,962,557
Financials
-
7.9%
5,395
Markel
Corp.
(a)
6,977,084
15,337
Moody's
Corp.
4,171,204
32,044
S&P
Global,
Inc.
(a)
10,800,750
21,949,038
Health
Care
-
21.9%
7,000
Azenta,
Inc.
504,700
28,756
Bio-Techne
Corp.
9,967,980
51,115
Danaher
Corp.
12,958,675
9,038
IDEXX
Laboratories,
Inc.
(a)
3,169,898
32,948
Illumina,
Inc.
(a)
6,074,293
48,476
Intuitive
Surgical,
Inc.
(a)
9,729,618
4,600
Teleflex,
Inc.
1,130,910
25,864
Thermo
Fisher
Scientific,
Inc.
14,051,394
17,033
Veeva
Systems,
Inc.,
Class A
(a)
3,373,215
60,960,683
Industrials
-
18.2%
112,970
CoStar
Group,
Inc.
(a)
6,824,518
136,144
Fastenal
Co.
6,796,309
81,851
HEICO
Corp.,
Class A
8,625,458
19,445
TransDigm
Group,
Inc.
(a)
10,435,548
31,679
Verisk
Analytics,
Inc.
5,483,318
86,545
Waste
Connections,
Inc.
10,728,118
55,000
WillScot
Mobile
Mini
Holdings
Corp.
(a)
1,783,100
50,676,369
Information
Technology
-
26.5%
37,054
ANSYS,
Inc.
(a)
8,866,652
8,747
Atlassian
Corp.
PLC,
Class A
(a)
1,639,188
79,545
BlackLine,
Inc.
(a)
5,297,697
23,308
Crowdstrike
Holdings,
Inc.,
Class A
(a)
3,928,796
60,000
Guidewire
Software,
Inc.
(a)
4,259,400
42,451
Mastercard,
Inc.,
Class A
13,392,441
16,200
Microsoft
Corp.
4,160,646
16,980
Okta,
Inc.
(a)
1,534,992
95,002
QUALCOMM,
Inc.
12,135,555
87,093
Visa,
Inc.,
Class A
17,147,741
23,000
Workiva,
Inc.
(a)
1,517,770
73,880,878
Shares
Security
Description
Value
Materials
-
4.9%
47,000
Ecolab,
Inc.
$
7,226,720
46,011
Vulcan
Materials
Co.
6,538,163
13,764,883
Real
Estate
-
7.5%
24,398
American
Tower
Corp.
REIT
6,235,885
111,552
CBRE
Group,
Inc.,
Class A
(a)
8,211,343
20,267
SBA
Communications
Corp.
REIT
6,486,453
20,933,681
Total
Common
Stock
(Cost
$151,547,423)
279,975,829
Money
Market
Fund
-
0.0%
199,555
First
American
Treasury
Obligations
Fund,
Class X,
1.31%
(b)
(Cost
$199,555)
199,555
Investments,
at
value
-
100.4%
(Cost
$151,746,978)
$
280,175,384
Other
Assets
&
Liabilities,
Net
-
(0.4)%
(1,239,854)
Net
Assets
-
100.0%
$
278,935,530
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
June
30,
2022.
Valuation
Inputs
Investments
in
Securities
Level
1
-
Quoted
Prices
$
279,975,829
Level
2
-
Other
Significant
Observable
Inputs
199,555
Level
3
-
Significant
Unobservable
Inputs
–
Total
$
280,175,384
16
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
JUNE
30,
2022
PORTFOLIO
HOLDINGS
(Unaudited)
%
of
Total
Net
Assets
Communication
Services
6.0%
Consumer
Discretionary
7.5%
Financials
7.9%
Health
Care
21.9%
Industrials
18.2%
Information
Technology
26.5%
Materials
4.9%
Real
Estate
7.5%
Money
Market
Fund
0.0%
Other
Assets
&
Liabilities,
Net
(0.4)%
100.0%
17
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
STATEMENT
OF
ASSETS
AND
LIABILITIES
JUNE
30,
2022
ASSETS
Investments,
at
value
(Cost
$151,746,978)
$
280,175,384
Receivables:
Fund
shares
sold
22,426
Dividends
91,026
Prepaid
expenses
19,214
Total
Assets
280,308,050
LIABILITIES
Payables:
Fund
shares
redeemed
630,091
Accrued
Liabilities:
Investment
adviser
fees
685,468
Fund
services
fees
12,650
Other
expenses
44,311
Total
Liabilities
1,372,520
NET
ASSETS
$
278,935,530
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
158,305,620
Distributable
earnings
120,629,910
NET
ASSETS
$
278,935,530
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
7,836,075
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE
$
35.60
18
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
STATEMENT
OF
OPERATIONS
YEAR
ENDED
JUNE
30,
2022
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$12,128)
$
1,643,860
Interest
income
163
Total
Investment
Income
1,644,023
EXPENSES
Investment
adviser
fees
3,942,594
Fund
services
fees
228,047
Custodian
fees
43,587
Registration
fees
26,378
Professional
fees
51,588
Trustees'
fees
and
expenses
11,296
Other
expenses
67,861
Total
Expenses
4,371,351
Fees
waived
(430,406)
Net
Expenses
3,940,945
NET
INVESTMENT
LOSS
(2,296,922)
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
on
investments
9,591,538
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
(97,488,548)
NET
REALIZED
AND
UNREALIZED
LOSS
(87,897,010)
DECREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
(90,193,932)
19
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
For
the
Years
Ended
June
30,
2022
2021
OPERATIONS
Net
investment
loss
$
(2,296,922)
$
(2,218,054)
Net
realized
gain
9,591,538
23,015,840
Net
change
in
unrealized
appreciation
(depreciation)
(97,488,548)
83,849,044
Increase
(Decrease)
in
Net
Assets
Resulting
from
Operations
(90,193,932)
104,646,830
DISTRIBUTIONS
TO
SHAREHOLDERS
Total
Distributions
Paid
(30,915,090)
(9,000,041)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares
25,264,827
44,346,027
Reinvestment
of
distributions
29,644,714
8,533,709
Redemption
of
shares
(85,788,741)
(61,324,523)
Redemption
fees
7
10,390
Decrease
in
Net
Assets
from
Capital
Share
Transactions
(30,879,193)
(8,434,397)
Increase
(Decrease)
in
Net
Assets
(151,988,215)
87,212,392
NET
ASSETS
Beginning
of
Year
430,923,745
343,711,353
End
of
Year
$
278,935,530
$
430,923,745
SHARE
TRANSACTIONS
Sale
of
shares
550,556
1,012,607
Reinvestment
of
distributions
621,873
194,878
Redemption
of
shares
(1,990,603)
(1,386,281)
Decrease
in
Shares
(818,174)
(178,796)
20
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
FINANCIAL
HIGHLIGHTS
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year
.
For
the
Years
Ended
June
30,
2022
2021
2020
2019
2018
NET
ASSET
VALUE,
Beginning
of
Year
$
49.79
$
38.91
$
35.75
$
32.13
$
28.22
INVESTMENT
OPERATIONS
Net
investment
loss
(a)
(0.27)
(0.25)
(0.11)
(0.16)
(0.15)
Net
realized
and
unrealized
gain
(loss)
(10.28)
12.16
5.88
6.26
6.91
Total
from
Investment
Operations
(10.55)
11.91
5.77
6.10
6.76
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
(3.64)
(1.03)
(2.61)
(2.48)
(2.85)
Total
Distributions
to
Shareholders
(3.64)
(1.03)
(2.61)
(2.48)
(2.85)
REDEMPTION
FEES(a)
0.00(b)
0.00(b)
–
–
–
NET
ASSET
VALUE,
End
of
Year
$
35.60
$
49.79
$
38.91
$
35.75
$
32.13
TOTAL
RETURN
(23.05)%
30.96%
16.82%
21.14%
24.97%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
278,936
$
430,924
$
343,711
$
212,004
$
173,572
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.58)%
(0.57)%
(0.30)%
(0.51)%
(0.50)%
Net
expenses
0.99%
0.99%
1.00%
1.07%
1.09%
Gross
expenses
(c)
1.10%
1.11%
1.15%
1.20%
1.22%
PORTFOLIO
TURNOVER
RATE
18%
14%
23%
23%
16%
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.
21
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2022
Dear
Fellow
Shareholders:
We
would
like
to
welcome
new
Fund
shareholders
and
thank
long-term
shareholders
for
their
continued
confidence
in
the
DF
Dent
Midcap
Growth
Fund
(the
“Fund”).
Performance
For
the
period
July
1,
2021,
through
June
30,
2022,
the
Fund
experienced
a
total
return
of
-26.97%
for
Investor
Shares,
-26.95%
for
Institutional
Shares,
and
-26.92%
for
Institutional
Plus
Shares,
outperforming
the
total
return
of
-29.57%
for
the
Russell
Midcap
Growth
Index
(the
“Index”),
which
is
the
benchmark
we
use
for
performance
comparisons,
by
+2.60%,
+2.62%,
and
+2.65%
respectively.
Expense
Ratio
The
gross
operating
expense
ratio
for
the
Fund
is
1.00%
for
Investor
Shares
and
0.87%
for
Institutional
and
Institutional
Plus
Shares.
Per
the
Fund’s
prospectus,
your
Fund’s
Adviser
has
contractually
agreed
to
waive
a
portion
of
its
fees
to
limit
the
expense
ratio
to
0.98%
for
Investor
Shares,
0.85%
for
Institutional
Shares,
and
0.79%
for
Institutional
Plus
Shares
through
October
31,
2022.
Concentration
The
Fund’s
concentration
in
its
top
10
holdings
is
as
follows:
Among
the
top
10
holdings,
the
position
sizes
range
from
3.41%
to
4.34%.
We
believe
the
concentration
in
the
Fund’s
top
ten
positions
is
appropriate
at
its
current
level
and
has
the
potential
to
enhance
long-term
performance.
Portfolio
Commentary
While
the
Fund
outperformed
the
benchmark
for
fiscal
year,
given
the
magnitude
of
the
market
correction
so
far
in
2022,
it
is
difficult
to
feel
good
about
the
performance.
Many
developments
contributed
to
the
market
decline
over
the
last
year,
but
foremost
amongst
them
is
the
pivot
in
the
Federal
Reserve’s
monetary
policy.
It
seems
that
40
years
of
declining
interest
rates
that
fueled
the
bull
market
for
equities
have
come
to
an
end
as
substantial
inflationary
pressures
are
now
forcing
the
Federal
Reserve’s
hand
to
tighten
monetary
policy.
Markets
do
not
like
uncertainty,
and
there
is
currently
significant
uncertainty
as
it
relates
to
inflation,
the
path
of
interest
rates,
the
likelihood
of
a
recession,
the
course
of
the
Russia/Ukraine
conflict,
and
the
Chinese
economy,
amongst
other
issues.
In
our
view,
markets
have
not
necessarily
bottomed,
and
if
a
recession
is
to
come,
there
is
likely
more
downside
for
investors.
On
the
positive
side,
we
expect
that
markets
may
begin
to
get
better
clarity
on
some
of
these
issues
as
we
get
through
the
summer
and
into
the
fall.
A
recovery
in
equity
Top
10
Holdings
06/30/22
%
of
the
Fund
37.53%
22
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2022
markets
could
follow.
History
would
suggest
a
similar
outcome
and
that
major
indices
are
well
positioned
over
the
next
12-month
period.
Compression
in
valuation
multiples
1
as
a
result
of
rising
interest
rates
has
been
the
key
driver
of
the
market
declines
over
the
last
year
as
profits
have
generally
remained
healthy.
We
believe
that
we
have
seen
a
re-rating
of
equity
valuations
to
more
normal
levels
consistent
with
the
recent
increase
in
interest
rates.
In
our
view,
much
of
the
excess
valuations
have
been
removed
from
equities
this
year,
and,
as
a
result,
growth
stocks
are
more
attractively
positioned
today.
Small
and
medium-sized
companies
have
seen
even
sharper
re-ratings
than
their
larger
counterparts.
The
forward
price-to-earnings
(P/E)
ratio
for
the
broad
Russell
Midcap
Index
contracted
by
-30%
from
the
end
of
2021
to
the
end
of
2Q22,
while
the
large-cap
Russell
1000
Index
2
P/E
contracted
-26%,
according
to
FactSet
data.
The
valuation
contraction
for
growth
companies
has
been
even
more
pronounced.
The
forward
P/E
ratio
for
the
Russell
Midcap
Growth
Index
has
contracted
-43%
and
-31%
for
the
Russell
1000
Growth
Index.
As
economic
growth
slows,
it
will
be
more
difficult
for
all
companies
to
show
earnings
growth.
Best-in-class
3
,
niche-
dominant
companies
with
unique
products
and
services
will
have
an
edge.
We
suspect
that
this
environment
will
favor
active
stock
pickers
as
fundamentals
(e.g.,
revenue
and
earnings
growth)
will
be
the
driver
of
stock
performance
going
forward,
rather
than
multiple
expansion.
We
seek
to
identify
companies
that
will
find
success
in
any
economic
environment.
In
inflationary
environments,
businesses
with
unique
and
mission-critical
offerings
can
pass
along
price
increases
to
their
customers
and
continue
to
thrive.
We
look
to
invest
in
companies
with
this
pricing
power.
Many
companies
that
we
own
actually
lower
overall
costs
and
increase
returns
on
investment
for
their
customers.
In
economic
contractions,
companies
with
strong
earnings
durability
often
outperform.
We
seek
these
types
of
companies
for
your
portfolio
and
have
invested
in
a
diversified
group
of
high-quality
growth
companies.
The
following
companies
are
three
of
the
best
contributors
to
the
Fund’s
performance
over
the
past
year.
We
thought
highlighting
them
would
give
you
a
sense
of
not
only
why
we
have
invested
in
them
on
your
behalf,
but
also
why
they
have
outperformed
recently.
Markel
Corp
(MKL)
is
a
diversified
company
that
engages
in
underwriting
specialty
insurance
and
reinsurance
for
a
variety
of
niche
markets.
Markel’s
primary
business
is
specialty
insurance,
in
which
it
provides
coverage
for
hard-to-place
risks
in
niche
markets
ranging
from
specialized
professional
risks
to
summer
camps,
classic
cars,
and
moon-bounce
rentals.
Unlike
many
insurers,
Markel
invests
a
majority
of
its
shareholders’
equity
in
long-term
equity
investments
in
public
and
private
companies.
We
see
the
Markel
Ventures
business,
Markel’s
private
investing
arm,
as
becoming
a
bigger
and
bigger
growth
driver
of
Markel’s
earnings.
We
have
great
respect
for
management’s
long-term
orientation
and
strong
alignment
with
shareholders.
We
attribute
the
stock’s
outperformance
to
that
fact
that
MKL
has
continued
to
demonstrate
further
proof
points
over
the
course
of
the
year
that
its
efforts
to
improve
insurance
profitability
are
working.
MKL’s
insurance
combined
ratio
improved
in
2021
after
several
disappointing
years.
Strong
investment
portfolio
performance
and
opportunistic
stock
buyback
activity
were
further
positives.
With
sentiment
low
following
a
period
of
lackluster
results
and
capital
allocation
23
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2022
missteps,
MKL’s
good
news
drove
meaningful
stock
outperformance.
We
continue
to
view
MKL
as
a
well-managed
compounder
with
an
impressive
approach
to
long-term
value
creation.
Verisk
Analytics,
Inc.
(VRSK)
is
a
leading
provider
of
data
and
analytics
software
to
the
insurance
and
energy
industries.
Verisk’s
insurance
products,
which
are
deeply
integrated
into
customer
workflows,
assist
insurers
in
writing
policy
language,
making
better
decisions
when
underwriting
risks,
and
combating
fraud.
In
recent
years,
Verisk
has
expanded
into
data
analytics
offerings
in
the
energy
and
financial
services
verticals
via
acquisitions.
We
see
meaningful
opportunities
for
Verisk
to
generate
outsized
growth
through
its
customer-centric
innovation
programs
and
the
increased
relevance
of
its
data-driven
solutions.
We
also
see
the
stock
as
having
relatively
little
cyclicality
given
the
sticky
and
subscription-based
nature
of
its
products.
VRSK
had
traded
off
earlier
in
2021
for
several
reasons,
including
a
year-over-year
margin
pullback
from
COVID-19-elevated
2020
levels,
slower
growth
in
VRSK’s
Insurance
and
Energy
businesses
due
to
COVID-19
after-effects,
and
revenue
and
margin
weakness
in
VRSK’s
tiny
Financial
Services
segment.
In
the
3Q21,
the
stock
began
to
recover
as
several
of
these
headwinds
began
to
ease
and
management
increasingly
hinted
that
earnings
growth
is
likely
to
improve
to
more
typical
levels
in
2022.
We
continue
to
view
VRSK
as
one
of
the
strongest
businesses
in
our
portfolio
although
not
one
of
our
faster-growing
companies.
SBA
Communications
Corp.
(SBAC)
is
a
leading
owner,
operator,
and
developer
of
cellular
communication
towers
around
the
world.
SBA
owns
or
controls
strategically
located
real
estate
and
the
towers
on
that
real
estate.
SBA
then
leases
space
on
those
towers
to
wireless
carriers
such
as
Verizon
and
AT&T.
We
own
SBA
because
we
believe
that
demand
for
wireless
data
will
continue
to
grow,
and,
in
order
to
meet
this
demand,
the
wireless
carriers
will
need
to
add
more
communications
equipment
(antennas)
to
existing
tower
sites
in
addition
to
requiring
more
tower
sites
as
they
densify
their
networks.
Coupled
with
annual
pricing
escalators,
this
increased
demand
for
tower
space
should
lead
to
steady
revenue
growth
for
SBA
at
very
high
incremental
margins.
We
also
think
very
highly
of
SBA’s
CEO,
Jeffrey
Stoops,
and
believe
he
has
done
an
excellent
job
of
allocating
capital
over
time.
Through
a
combination
of
organic
growth,
share
repurchases,
and
M&A,
we
expect
free
cash
flow
per
share
to
grow
in
the
mid-teens.
We
attribute
the
stock’s
outperformance
to
a
combination
sector
rotation
(the
large
tower
companies
and
the
REIT
indices
also
outperformed)
and
macro
factors
as
increasing
expectations
of
an
economic
downturn
drove
investor
preference
for
very
defensive
business
models.
1
Valuation
multiples
are
ratios
that
reflect
the
value
of
a
company
in
relation
to
a
specific
financial
metrics.
Examples
include
price-to-earnings
(P/E)
ratio,
which
is
the
price
of
a
stock
divided
by
its
recent
or
expected
earnings,
or
enterprice
value-to-sales
(EV/sales)
ratio,
which
is
the
enterprise
value
of
a
company
divided
by
its
recent
or
expected
sales,
amongst
others.
2
The
Russell
1000
Index
is
a
subset
of
the
Russell
3000
Index
that
includes
approximately
1,000
of
the
largest
companies
in
the
US
equity
universe.
3
The
determination
of
“best-in-class”
is
solely
the
opinion
of
the
Fund’s
Adviser,
and
such
opinion
is
subject
to
change.
Those
companies
that
hold
leading
market
share
positions,
strong
growth
potential,
historically
good
profitability,
and
management
teams
known
for
integrity
and
good
corporate
governance
are
generally
considered
to
be
“best
in
class.”
24
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2022
Attribution
Analysis
In
the
fiscal
year
ending
June
30,
2022,
your
Fund’s
outperformance
can
be
attributed
to
both
sector
allocation
and
stock
selection.
Your
Fund
was
over-weighted
versus
the
Index
benchmark
in
the
Financials,
Health
Care,
Industrials,
Materials,
and
Real
Estate
sectors.
In
Financials,
Industrials,
and
Real
Estate,
both
the
over-weighting
and
stock
selection
contributed
to
performance.
In
Health
Care
and
Materials,
the
over-weighting
contributed
to
performance,
but
stock
selection
detracted
from
performance.
Your
Fund
was
under-weighted
versus
the
Index
in
the
Communication
Services,
Consumer
Discretionary,
Consumer
Staples,
and
Information
Technology
sectors.
In
Communications
Services,
both
the
under-weighting
and
stock
selection
contributed
to
performance.
In
Consumer
Discretionary,
the
under-weighting
contributed
to
performance,
while
stock
selection
was
a
detractor.
In
Consumer
Staples,
the
under-weighting
detracted
from
performance,
while
the
stock
selection
was
neutral.
In
Information
Technology,
both
the
under-weighting
and
stock
selection
detracted
from
performance.
Your
Fund
did
not
hold
any
positions
in
the
Energy
or
Utilities
sectors,
which
detracted
from
performance.
Sector
Weights
The
following
bar
chart
presents
the
sector
weighting
of
your
Fund
versus
the
sector
weightings
of
the
Index
as
of
June
30,
2022
(note
this
may
differ
slightly
with
the
commentary
above,
which
relates
to
average
weightings
as
opposed
to
year-end
weightings):
Source:
FactSet
25
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2022
Best
and
Worst
Performers
FIVE
LARGEST
EQUITY
HOLDINGS
JUNE
30,
2022
Ticker
Company
Name
Contribution
to
Return
Five
Largest
Contributors
0.44%
MKL
Markel
Corp.
0.28%
ROP
Roper
Technologies,
Inc.
0.07%
VRSKI
Verisk
Analytics,
Inc.
0.06%
SBAC
SBA
Communications
Corp.
REIT
0.04%
ENV
Envestnet,
Inc.
-0.01%
Five
Largest
Detractors
-8.2
1
%
ILMN
Illumina,
Inc.
-2.89%
W
Wayfair,
Inc.,
Class
A
-1.61%
ANSS
ANSYS,
Inc.
-1.33%
TRX
Teleflex,
Inc.
-1.32%
CABO
Cable
One,
Inc.
-1.06%
Quantity
Security
Total
Cost
Market
Value
Percent
of
Net
Assets
of
the
Fund
176,737
Ecolab,
Inc.
$
32,349,577
$
27,175,081
4.34%
203,442
Waste
Connections,
Inc.
17,939,104
25,218,670
4.03
18,699
Cable
One,
Inc.
32,053,603
24,108,995
3.85
98,938
ANSYS,
Inc.
25,340,344
23,674,874
3.78
116,324
Veeva
Systems,
Inc.
23,074,049
23,036,805
3.68
$
130,756,677
$
123,214,425
19.68%
26
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2022
As
always,
we
acknowledge
the
responsibility
you
have
conveyed
by
making
your
investment
in
the
DF
Dent
Midcap
Growth
Fund
and
will
work
diligently
on
your
behalf.
Respectively
Submitted,
IMPORTANT
INFORMATION:
Investing
involves
risks,
including
the
possible
loss
of
principal.
The
Fund
invests
in
small-
and
medium-
size
companies,
which
carry
greater
risk
than
is
customarily
associated
with
larger,
more
established
companies.
Investing
in
American
Depositary
Receipts
(ADRs)
carries
risks
of
political
and
financial
instability,
less
liquidity
and
greater
volatility,
as
well
as
risks
associated
with
the
lack
of
reliable
accounting
and
financial
information.
The
Fund
is
also
subject
to
other
risks,
such
as
the
risk
associated
with
investing
in
Real
Estate
Investment
Trusts
(REITs)
like
possible
real
estate
market
declines,
which
are
detailed
in
the
Fund’s
prospectus.
The
Russell
Midcap
Growth
Index
measures
the
performance
of
the
mid-cap
growth
segment
of
the
U.S.
equity
universe.
It
includes
those
Russell
Midcap
Index
companies
with
higher
price-to-book
ratios
and
higher
forecasted
growth
values.
One
cannot
invest
directly
in
an
index.
Price-to-earnings
(“P/E”)
ratio
is
the
valuation
of
a
company’s
current
share
price
relative
to
company
earnings.
Earnings-per-share
(“EPS”)
is
the
portion
of
a
company's
profit
allocated
to
each
outstanding
share
of
common
stock.
The
views
in
this
report
contained
herein
were
those
of
the
Fund’s
Adviser
as
of
June
30,
2022,
and
may
not
reflect
the
Adviser’s
views
on
the
date
this
report
is
first
published
or
anytime
thereafter.
This
report
may
contain
discussions
about
certain
investments
both
held
and
not
held
in
the
portfolio
as
of
the
report
date.
All
current
and
future
holdings
are
subject
to
risk
and
are
subject
to
change.
While
these
views
are
intended
to
assist
shareholders
in
understanding
their
investment
in
the
Fund,
they
do
not
constitute
investment
or
tax
advice,
are
not
a
guarantee
of
future
performance
and
are
not
intended
as
an
offer
or
solicitation
with
respect
to
the
purchase
or
sale
of
any
security.
Thomas
F.
O’Neil,
Jr.
Matthew
F.
Dent
Gary
D.
Mitchell
Bruce
L.
Kennedy
27
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
JUNE
30,
2022
The
following
chart
reflects
the
change
in
the
value
of
a
hypothetical
$10,000
investment,
including
reinvested
dividends
and
distributions,
in
the
DF
Dent
Midcap
Growth
Fund
(the
“Fund”)
compared
with
the
performance
of
the
benchmark,
the
Russell
Midcap
Growth
Index
(“Russell
Midcap
Growth”),
since
inception.
The
Russell
Midcap
Growth
measures
the
performance
of
the
mid-cap
growth
segment
of
the
U.S.
equity
universe.
It
includes
those
Russell
Midcap
Index
companies
with
higher
price-to-book
ratios
and
higher
forecasted
growth
values.
The
total
return
of
the
index
includes
the
reinvestment
of
dividends
and
income.
The
total
return
of
the
Fund
includes
operating
expenses
that
reduce
returns,
while
the
total
return
of
the
index
does
not
include
expenses.
The
Fund
is
professionally
managed,
while
the
index
is
unmanaged
and
is
not
available
for
investment.
Comparison
of
Change
in
Value
of
a
$10,000
Investment
DF
Dent
Midcap
Growth
Fund
–
Investor
Shares
vs.
Russell
Midcap
Growth
Index
Performance
data
quoted
represents
past
performance
and
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
As
stated
in
the
Fund’s
prospectus,
the
annual
operating
expense
ratios
(gross)
for
Investor
Shares,
Institutional
Shares
and
Institutional
Plus
Shares
are
1.00%,
0.87%
and
0.87%,
respectively.
However,
the
Fund’s
Adviser has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
and
extraordinary
expenses)
to
0.98%,
0.85%,
and
0.79%
of
Investor
Shares,
Institutional
Shares
and
Institutional
Plus
Shares,
respectively,
through
October
31,
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
Average
Annual
Total
Returns
Periods
Ended
June
30,
2022
One
Year
Five
Year
Ten
Year
DF
Dent
Midcap
Growth
Fund
Investor
Shares
-26.97%
10.01%
12.17%
DF
Dent
Midcap
Growth
Fund
Institutional
Shares
(1)
-26.95%
10.10%
12.21%
DF
Dent
Midcap
Growth
Fund
Institutional
Plus
Shares
(1)
-26.92%
10.11%
12.22%
Russell
Midcap
Growth
Index
-29.57%
8.88%
11.50%
(1)
Performance
for
the
one
year,
five
year,
and
since
inception
periods
are
a
blended
average
annual
return,
which
include
the
returns
of
the
Investor
Shares
prior
to
the
commencement
of
the
Institutional
Shares
on
November
29,
2017
and
the
Institutional
Plus
Shares
on
December
3,
2021.
28
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
JUNE
30,
2022
Adviser
pursuant
to
the
Expense
Cap
if
such
payment
is
made
within
three
years
of
the
fee
waiver
or
expense
reimbursement,
and
does
not
cause
the
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
to
exceed
the
lesser
of
(i)
the
then-
current
expense
cap,
or
(ii)
the
expense
cap
in
place
at
the
time
the
fees/expenses
were
waived/reimbursed.
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
will
increase
if
exclusions
from
the
Expense
Cap
apply.
Prior
to
June
25,
2021,
shares
redeemed
within
60
days
of
purchase
were
charged
a
2.00%
redemption
fee.
During
the
year,
certain
fees
were
waived
and/or
expenses
reimbursed;
otherwise,
returns
would
have
been
lower.
The
performance
table
and
graph
do
not
reflect
the
deduction
of
taxes
that
a
shareholder
would
pay
on
Fund
distributions
or
the
redemption
of
Fund
shares.
Returns
greater
than
one
year
are
annualized.
For
the
most
recent
month-end
performance,
please
call
(866)
233-3368.
29
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
JUNE
30,
2022
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
June
30,
2022.
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.
Shares
Security
Description
Value
Common
Stock
-
99.2%
Communication
Services
-
3.9%
18,699
Cable
One,
Inc.
$
24,108,995
Consumer
Discretionary
-
6.0%
207,945
CarMax,
Inc.
(a)
18,814,864
170,077
Chewy,
Inc.
(a)
5,905,073
149,939
Floor
&
Decor
Holdings,
Inc.,
Class A
(a)
9,440,159
72,108
Wayfair,
Inc.,
Class A
(a)
3,141,025
37,301,121
Consumer
Staples
-
1.2%
547,442
Utz
Brands,
Inc.
7,565,648
Financials
-
7.4%
131,615
Goosehead
Insurance,
Inc.,
Class A
6,010,857
17,574
Markel
Corp.
(a)
22,727,575
65,510
Moody's
Corp.
17,816,755
46,555,187
Health
Care
-
20.0%
275,675
Azenta,
Inc.
19,876,167
60,914
Bio-Techne
Corp.
21,115,229
36,367
IDEXX
Laboratories,
Inc.
(a)
12,754,998
91,277
Illumina,
Inc.
(a)
16,827,828
62,571
Intuitive
Surgical,
Inc.
(a)
12,558,625
78,081
Teleflex,
Inc.
19,196,214
116,324
Veeva
Systems,
Inc.,
Class A
(a)
23,036,805
125,365,866
Industrials
-
27.4%
353,944
CoStar
Group,
Inc.
(a)
21,381,757
406,196
Fastenal
Co.
20,277,305
216,419
HEICO
Corp.,
Class A
22,806,234
66,949
Old
Dominion
Freight
Line,
Inc.
17,157,690
88,900
SiteOne
Landscape
Supply,
Inc.
(a)
10,567,543
41,933
TransDigm
Group,
Inc.
(a)
22,504,183
63,759
Verisk
Analytics,
Inc.
11,036,045
203,442
Waste
Connections,
Inc.
25,218,670
625,992
WillScot
Mobile
Mini
Holdings
Corp.
(a)
20,294,661
171,244,088
Information
Technology
-
19.8%
98,938
ANSYS,
Inc.
(a)
23,674,874
50,094
Atlassian
Corp.
PLC,
Class A
(a)
9,387,616
231,147
BlackLine,
Inc.
(a)
15,394,390
64,479
Crowdstrike
Holdings,
Inc.,
Class A
(a)
10,868,580
210,134
Guidewire
Software,
Inc.
(a)
14,917,413
61,821
Okta,
Inc.
(a)
5,588,618
377,428
PROS
Holdings,
Inc.
(a)
9,899,937
Shares
Security
Description
Value
Information
Technology
-
19.8%
(continued)
140,840
Sprout
Social,
Inc.,
Class A
(a)
$
8,178,579
24,703
Tyler
Technologies,
Inc.
(a)
8,213,253
138,025
WNS
Holdings,
Ltd.,
ADR
(a)
10,302,186
116,293
Workiva,
Inc.
(a)
7,674,175
124,099,621
Materials
-
6.9%
176,737
Ecolab,
Inc.
27,175,081
112,165
Vulcan
Materials
Co.
15,938,647
43,113,728
Real
Estate
-
6.6%
256,726
CBRE
Group,
Inc.,
Class A
(a)
18,897,601
70,326
SBA
Communications
Corp.
REIT
22,507,836
41,405,437
Total
Common
Stock
(Cost
$641,594,748)
620,759,691
Money
Market
Fund
-
1.0%
6,147,408
First
American
Treasury
Obligations
Fund,
Class X,
1.31%
(b)
(Cost
$6,147,408)
6,147,408
Investments,
at
value
-
100.2%
(Cost
$647,742,156)
$
626,907,099
Other
Assets
&
Liabilities,
Net
-
(0.2)%
(1,026,526)
Net
Assets
-
100.0%
$
625,880,573
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
June
30,
2022.
30
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
JUNE
30,
2022
The
Level
1
value
displayed
in
this
table
is
Common
Stock
and
Level
2
is
a
Money
Market
Fund.
Refer
to
this
Schedule
of
Investments
for
a
further
breakout
of
each
security
by
industry.
Valuation
Inputs
Investments
in
Securities
Level
1
-
Quoted
Prices
$
620,759,691
Level
2
-
Other
Significant
Observable
Inputs
6,147,408
Level
3
-
Significant
Unobservable
Inputs
–
Total
$
626,907,099
PORTFOLIO
HOLDINGS
(Unaudited)
%
of
Total
Net
Assets
Communication
Services
3.9%
Consumer
Discretionary
6.0%
Consumer
Staples
1.2%
Financials
7.4%
Health
Care
20.0%
Industrials
27.4%
Information
Technology
19.8%
Materials
6.9%
Real
Estate
6.6%
Money
Market
Fund
1.0%
Other
Assets
&
Liabilities,
Net
(0.2)%
100.0%
31
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
STATEMENT
OF
ASSETS
AND
LIABILITIES
JUNE
30,
2022
ASSETS
Investments,
at
value
(Cost
$647,742,156)
$
626,907,099
Receivables:
Fund
shares
sold
595,885
Dividends
156,365
Prepaid
expenses
38,530
Total
Assets
627,697,879
LIABILITIES
Payables:
Investment
securities
purchased
266,447
Fund
shares
redeemed
232,653
Accrued
Liabilities:
Investment
adviser
fees
1,195,660
Fund
services
fees
27,111
Other
expenses
95,435
Total
Liabilities
1,817,306
NET
ASSETS
$
625,880,573
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
681,400,234
Accumulated
loss
(55,519,661)
NET
ASSETS
$
625,880,573
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
Investor
Shares
6,846,761
Institutional
Shares
8,532,788
Institutional
Plus
Shares
7,750,723
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE
Investor
Shares
(based
on
net
assets
of
$184,716,930)
$
26.98
Institutional
Shares
(based
on
net
assets
of
$231,133,765)
$
27.09
Institutional
Plus
Shares
(based
on
net
assets
of
$210,029,878)
$
27.10
32
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
STATEMENT
OF
OPERATIONS
YEAR
ENDED
JUNE
30,
2022
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$31,271)
$
2,469,516
Interest
income
699
Total
Investment
Income
2,470,215
EXPENSES
Investment
adviser
fees
6,077,403
Fund
services
fees
441,532
Transfer
agent
fees:
Investor
Shares
23,514
Institutional
Shares
8,591
Institutional
Plus
Shares
1,484
Custodian
fees
86,696
Registration
fees:
Investor
Shares
25,749
Institutional
Shares
27,556
Institutional
Plus
Shares
32,441
Professional
fees
79,927
Trustees'
fees
and
expenses
18,440
Other
expenses
148,149
Total
Expenses
6,971,482
Fees
waived
(240,482)
Net
Expenses
6,731,000
NET
INVESTMENT
LOSS
(4,260,785)
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
loss
on
investments
(11,874,285)
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
(224,769,249)
NET
REALIZED
AND
UNREALIZED
LOSS
(236,643,534)
DECREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
(240,904,319)
33
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
For
the
Years
Ended
June
30,
2022
2021
OPERATIONS
Net
investment
loss
$
(4,260,785)
$
(3,130,222)
Net
realized
gain
(loss)
(11,874,285)
13,915,097
Net
change
in
unrealized
appreciation
(depreciation)
(224,769,249)
138,110,743
Increase
(Decrease)
in
Net
Assets
Resulting
from
Operations
(240,904,319)
148,895,618
DISTRIBUTIONS
TO
SHAREHOLDERS
Investor
Shares
(8,517,130)
(919,753)
Institutional
Shares
(13,369,399)
(988,441)
Institutional
Plus
Class
(3,284,208)
–
Total
Distributions
Paid
(25,170,737)
(1,908,194)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares:
Investor
Shares
36,926,288
120,364,199
Institutional
Shares
244,230,235
295,627,084
Institutional
Plus
Class
308,942,753
–
Reinvestment
of
distributions:
Investor
Shares
8,470,762
907,943
Institutional
Shares
13,087,522
966,567
Institutional
Plus
Class
3,284,208
–
Redemption
of
shares:
Investor
Shares
(84,885,729)
(130,257,205)
Institutional
Shares
(311,740,340)
(87,162,926)
Institutional
Plus
Class
(40,190,604)
–
Redemption
fees:
Investor
Shares
79
68,687
Institutional
Shares
–
19,683
Increase
in
Net
Assets
from
Capital
Share
Transactions
178,125,174
200,534,032
Increase
(Decrease)
in
Net
Assets
(87,949,882)
347,521,456
NET
ASSETS
Beginning
of
Year
713,830,455
366,308,999
End
of
Year
$
625,880,573
$
713,830,455
SHARE
TRANSACTIONS
Sale
of
shares:
Investor
Shares
1,010,055
3,662,796
Institutional
Shares
6,370,790
8,930,903
Institutional
Plus
Class
8,911,558
–
Reinvestment
of
distributions:
Investor
Shares
225,766
26,525
Institutional
Shares
347,518
28,130
Institutional
Plus
Class
87,184
–
Redemption
of
shares:
Investor
Shares
(2,475,871)
(3,874,261)
Institutional
Shares
(8,841,482)
(2,443,564)
Institutional
Plus
Class
(1,248,019)
–
Increase
in
Shares
4,387,499
6,330,529
34
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
FINANCIAL
HIGHLIGHTS
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year
.
For
the
Years
Ended
June
30,
2022
2021
2020
2019
2018
INVESTOR
SHARES
NET
ASSET
VALUE,
Beginning
of
Year
$
38.01
$
29.48
$
25.83
$
22.21
$
18.08
INVESTMENT
OPERATIONS
Net
investment
loss
(a)
(0.20)
(0.18)
(0.08)
(0.11)
(0.11)
Net
realized
and
unrealized
gain
(loss)
(9.75)
8.81
3.93
4.41
4.30
Total
from
Investment
Operations
(9.95)
8.63
3.85
4.30
4.19
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
(1.08)
(0.11)
(0.24)
(0.69)
(0.06)
Total
Distributions
to
Shareholders
(1.08)
(0.11)
(0.24)
(0.69)
(0.06)
REDEMPTION
FEES(a)
0.00(b)
0.01
0.04
0.01
0.00(b)
NET
ASSET
VALUE,
End
of
Year
$
26.98
$
38.01
$
29.48
$
25.83
$
22.21
TOTAL
RETURN
(26.97)%
29.33%
15.14%
20.27%
23.21%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
184,717
$
307,341
$
243,855
$
58,367
$
19,993
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.55)%
(0.54)%
(0.28)%
(0.46)%
(0.52)%
Net
expenses
0.85%
0.89%
0.98%
0.98%
1.01%
Gross
expenses
(c)
0.86%
0.91%(d)
1.01%(d)
1.13%
1.40%
PORTFOLIO
TURNOVER
RATE
35%
30%
31%
29%
32%
footertext
(a)
Calculated
based
on
average
shares
outstanding
during
each
year.
(b)
Less
than
$0.01
per
share.
(c)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
(d)
Ratios
include
recoupment,
which
amounted
to
0.03%
and
0.06%,
respectively.
35
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
FINANCIAL
HIGHLIGHTS
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
period
.
For
the
Years
Ended
June
30,
November
29,
2017
(a)
Through
June
30,
2018
2022
2021
2020
2019
INSTITUTIONAL
SHARES
NET
ASSET
VALUE,
Beginning
of
Period
$
38.15
$
29.57
$
25.88
$
22.22
$
20.56
INVESTMENT
OPERATIONS
Net
investment
loss
(b)
(0.19)
(0.17)
(0.04)
(0.08)
(0.05)
Net
realized
and
unrealized
gain
(loss)
(9.79)
8.86
3.97
4.43
1.77
Total
from
Investment
Operations
(9.98)
8.69
3.93
4.35
1.72
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
(1.08)
(0.11)
(0.24)
(0.69)
(0.06)
Total
Distributions
to
Shareholders
(1.08)
(0.11)
(0.24)
(0.69)
(0.06)
REDEMPTION
FEES(b)
–
0.00(c)
0.00(c)
0.00(c)
0.00(c)
NET
ASSET
VALUE,
End
of
Period
$
27.09
$
38.15
$
29.57
$
25.88
$
22.22
TOTAL
RETURN
(26.95)%
29.41%
15.26%
20.45%
8.40%(d)
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
231,134
$
406,489
$
122,454
$
43,090
$
27,141
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.53)%
(0.50)%
(0.15)%
(0.33)%
(0.36)%(e)
Net
expenses
0.83%
0.85%
0.85%
0.85%
0.85%(e)
Gross
expenses
(f)
0.85%
0.86%
0.94%
1.11%
1.27%(e)
PORTFOLIO
TURNOVER
RATE
35%
30%
31%
29%
32%(d)
footertext
(a)
Commencement
of
operations.
(b)
Calculated
based
on
average
shares
outstanding
during
each
period.
(c)
Less
than
$0.01
per
share.
(d)
Not
annualized.
(e)
Annualized.
(f)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
36
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
FINANCIAL
HIGHLIGHTS
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
the
period
.
December
3,
2021
(a)
Through
June
30,
2022
INSTITUTIONAL
PLUS
SHARES
NET
ASSET
VALUE,
Beginning
of
Period
$
38.47
INVESTMENT
OPERATIONS
Net
investment
loss
(b)
(0.08)
Net
realized
and
unrealized
loss
(10.21)
Total
from
Investment
Operations
$
(10.29)
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
(1.08)
Total
Distributions
to
Shareholders
(1.08)
NET
ASSET
VALUE,
End
of
Period
$
27.10
TOTAL
RETURN
(27.53)%(c)
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
210,030
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.44)%(d)
Net
expenses
0.79%(d)
Gross
expenses
(e)
0.90%(d)
PORTFOLIO
TURNOVER
RATE
35%
footertext
(a)
Commencement
of
operations.
(b)
Calculated
based
on
average
shares
outstanding
during
the
period.
(c)
Not
annualized.
(d)
Annualized.
(e)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
37
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2022
Dear
Fellow
Shareholders:
We
would
like
to
welcome
new
Fund
shareholders
and
thank
long-term
shareholders
for
their
continued
confidence
in
the
DF
Dent
Small
Cap
Growth
Fund
(the
“Fund”).
Performance
For
the
fiscal
year
ended
June
30,
2022,
the
DF
Dent
Small
Cap
Growth
Fund
(the
“Fund”)
experienced
a
total
return
of
-25.32%
for
Investor
Shares
and
-25.27%
for
Institutional
Shares.
These
returns
are
net
of
fees
and
represent
outperformance
of
+8.11%
and
+8.16%
respectively
relative
to
the
total
return
of
-33.43%
for
the
Russell
2000
Growth
Index
(the
“Index”),
which
is
the
benchmark
we
use
for
performance
comparisons.
Expense
Ratio
The
gross
operating
expense
ratio
for
the
Fund
is
1.30%
for
Investor
Shares
and
1.18%
for
Institutional
Shares.
Per
the
Fund’s
prospectus,
your
Fund’s
Adviser
has
contractually
agreed
to
reimburse
expenses
and/or
waive
a
portion
of
its
fees
so
as
to
maintain
your
expense
ratio
at
a
net
1.05%
for
Investor
Shares
and
0.95%
for
Institutional
Shares
through
October
31,
2022.
Concentration
The
Fund’s
concentration
in
its
top
10
holdings
is
as
follows:
Among
the
top
10
holdings,
the
range
of
position
sizes
is
2.78%
to
3.81%.
We
believe
that
the
concentration
in
the
Fund’s
top
10
positions
is
appropriate
at
its
current
level
and
has
the
potential
to
enhance
long-term
performance.
Management
Ownership
of
Fund
Employees,
their
families,
and
the
Adviser’s
retirement
plan
owned
approximately
13%
of
the
Fund
as
of
June
30,
2022.
Portfolio
Commentary
For
the
first
half
of
the
fiscal
year,
the
Fund
managed
positive
returns
of
6.86%
vs.
a
decline
of
-5.6%
for
the
benchmark.
While
the
Fund
also
outperformed
the
benchmark
for
the
second
half
of
the
fiscal
year,
given
the
magnitude
of
the
market
correction,
it
is
difficult
to
feel
good
about
the
performance.
Many
developments
contributed
to
the
market
decline
over
the
last
year,
but
foremost
amongst
them
is
the
pivot
in
the
Federal
Reserve’s
monetary
policy.
It
seems
that
40
years
of
declining
interest
rates
that
fueled
the
bull
market
for
Top
10
Holdings
06/30/22
%
of
the
Fund
30.79%
38
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2022
equities
have
come
to
an
end
as
substantial
inflationary
pressures
are
now
forcing
the
Federal
Reserve’s
hand
to
tighten
monetary
policy.
Markets
do
not
like
uncertainty,
and
there
is
currently
significant
uncertainty
as
it
relates
to
inflation,
the
path
of
interest
rates,
the
likelihood
of
a
recession,
the
course
of
the
Russia/Ukraine
conflict,
and
the
Chinese
economy,
amongst
other
issues.
In
our
view,
markets
have
not
necessarily
bottomed,
and
if
a
recession
is
to
come,
there
is
likely
more
downside
for
investors.
On
the
positive
side,
we
expect
that
markets
may
begin
to
get
better
clarity
on
some
of
these
issues
as
we
get
through
the
summer
and
into
the
fall.
A
recovery
in
equity
markets
could
follow.
History
would
suggest
a
similar
outcome
and
that
major
indices
are
well
positioned
over
the
next
12-month
period.
Because
small
cap
stocks
typically
generate
a
larger
percentage
of
their
sales
in
the
U.S.
versus
their
large-cap
peers,
they
are
often
more
sensitive
to
fears
of
an
economic
slowdown
or
recession.
The
small
cap
indices
peaked
in
November
versus
a
January
peak
for
larger
cap
indices;
as
such,
more
bad
news
may
already
be
priced
into
these
stocks
and
recent
outperformance
of
small
cap
versus
large
cap
growth
stocks
could
support
that.
Compression
in
valuation
multiples
1
as
a
result
of
rising
interest
rates
has
been
the
key
driver
of
the
market
declines
over
the
last
year
as
profits
have
generally
remained
healthy.
We
believe
that
we
have
seen
a
re-rating
of
equity
valuations
to
more
normal
levels
consistent
with
the
recent
increase
in
interest
rates.
In
our
view,
much
of
the
excess
valuations
have
been
removed
from
equities
this
year,
and
as
a
result,
growth
stocks
are
more
attractively
positioned
today.
Small
and
medium-sized
companies
have
seen
even
sharper
re-ratings
than
their
larger
counterparts.
The
forward
price-to-earnings
(P/E)
ratio
for
the
broad
Russell
2000
Index
2
contracted
by
-30%
from
the
end
of
2021
to
the
end
of
2Q22,
while
the
large-cap
Russell
1000
Index
3
P/E
contracted
-26%
during
that
time,
according
to
data
from
FactSet.
The
valuation
contraction
for
the
growth
components
of
the
index
has
been
even
more
pronounced:
a
-40%
contraction
for
small
cap
growth
and
-31%
for
large
cap
growth.
As
economic
growth
slows,
it
will
be
more
difficult
for
all
companies
to
show
earnings
growth.
Best-in-class
4
,
niche-
dominant
companies
with
unique
products
and
services
will
have
an
edge.
We
suspect
that
this
environment
will
favor
active
stock
pickers
as
fundamentals
(e.g.,
revenue
and
earnings
growth)
will
be
the
driver
of
stock
performance
going
forward,
rather
than
multiple
expansion.
We
seek
to
identify
companies
that
will
find
success
in
any
economic
environment.
In
inflationary
environments,
businesses
with
unique
and
mission-critical
offerings
can
pass
along
price
increases
to
their
customers
and
continue
to
thrive.
We
look
to
invest
in
companies
with
this
pricing
power.
Many
companies
that
we
own
actually
lower
overall
costs
and
increase
returns
on
investment
for
their
customers.
In
economic
contractions,
companies
with
strong
earnings
durability
often
outperform.
We
seek
these
types
of
companies
for
your
portfolio
and
have
invested
in
a
diversified
group
of
high-quality
growth
companies.
The
following
companies
are
three
of
the
best
contributors
to
the
Fund’s
performance
over
the
past
year.
We
thought
highlighting
them
would
give
you
a
sense
of
not
only
why
we
have
invested
in
them
on
your
behalf,
but
also
why
they
have
outperformed
recently.
Kinsale
Capital
Group,
Inc.
(KNSL)
is
a
property
and
casualty
(P&C)
insurance
company
focused
on
the
niche
market
of
excess
and
surplus
(E&S)
lines.
The
E&S
insurance
market
offers
less
intense
competition,
superior
profitability,
and
in
recent
years,
faster
growth
than
the
overall
P&C
insurance
market.
KNSL’s
stock
outperformed
as
the
company
delivered
strong
operating
results
and
made
bullish
39
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2022
comments
about
its
2022
outlook.
This
went
a
long
way
in
alleviating
investor
concerns
that
KNSL’s
strong
growth
momentum
might
slow
down
to
a
more
modest
pace.
We
continue
to
believe
KNSL
is
a
best-in-class
operator
in
the
E&S
market,
and
it
can
consistently
deliver
strong
growth
with
healthy
returns
on
investment.
Chewy,
Inc.
(CHWY)
is
a
leading
online
retailer
serving
the
pet
industry.
In
our
view,
CHWY
should
benefit
from
secular
tailwinds
driving
the
“humanization
of
pets”
and
increasing
e-commerce
penetration
within
the
pet-care
industry.
CHWY
is
led
by
a
strong
management
team
that
is
very
focused
on
creating
a
differentiated,
high
service,
pet-focused
experience
for
customers
over
the
long
term.
The
range
of
outcomes
for
CHWY
is
wide,
but
our
base
case
assumes
mid-teens
revenue
growth
over
the
next
decade.
More
recently,
CHWY
has
faced
several
external
headwinds,
including
tough
comparables,
supply
chain
issues,
labor
costs,
and
re-opening
headwinds,
but
we
believe
those
headwinds
are
temporary
and
our
long-term
investment
thesis
is
intact.
We
were
able
to
use
what
we
perceived
as
near-term
weakness
to
initiate
a
position
at
what
we
view
as
attractive
prices.
The
stock
rebounded
during
the
quarter
as
fiscal
first
quarter
results
were
better
than
feared.
We
believe
the
near-term
headwinds
and
negative
sentiment
surrounding
e-commerce
stocks
created
an
interesting
entry
point
for
long-term
investors.
Atrion
Corp.
(ATRI)
manufactures
and
markets
niche
products
and
components
for
the
medical
and
healthcare
industries.
ATRI
products
include
intravenous
fluid
delivery
tubing
sets
and
accessories,
including
products
used
in
anesthesia
administration,
oncology,
and
open-heart
surgery.
ATRI
manufactures
its
products
in
the
United
States
to
exacting
quality
standards
and
is
able
to
charge
a
premium
for
its
products’
quality
and
reliability.
We
attribute
ATRI’s
outperformance
during
the
year
largely
to
its
stable
shareholder
base
and
less-extended
valuation
at
the
start
of
the
year.
Thus,
ATRI
did
not
experience
the
substantial
multiple
compression
that
many
small-cap
growth
names
weathered.
Given
ATRI’s
outperformance
and
certain
other
names’
pulling
back
to
levels
suggesting
attractive
entry
points,
we
trimmed
our
ATRI
position
during
the
year
to
fund
other
investments.
1
Valuation
multiples
are
ratios
that
reflect
the
value
of
a
company
in
relation
to
a
specific
financial
metrics.
Examples
include
price-to-earnings
(P/E)
ratio,
which
is
the
price
of
a
stock
divided
by
its
recent
or
expected
earnings,
or
enterprice
value-to-sales
(EV/sales)
ratio,
which
is
the
enterprise
value
of
a
company
divided
by
its
recent
or
expected
sales,
amongst
others.
2
The
Russell
2000
Index
measures
the
performance
of
the
small-cap
segment
of
the
US
equity
universe.
The
Russell
2000
Index
is
a
subset
of
the
Russell
3000
Index
representing
approximately
10%
of
the
total
market
capitalization
of
that
index.
It
includes
approximately
2,000
of
the
smallest
securities
based
on
a
combination
of
their
market
cap
and
current
index
membership.
3
The
Russell
1000
Index
is
a
subset
of
the
Russell
3000
Index
that
includes
approximately
1,000
of
the
largest
companies
in
the
US
equity
universe.
4
The
determination
of
“best-in-class”
is
solely
the
opinion
of
the
Fund’s
Adviser,
and
such
opinion
is
subject
to
change.
Those
companies
that
hold
leading
market
share
positions,
strong
growth
potential,
historically
good
profitability,
and
management
teams
known
for
integrity
and
good
corporate
governance
are
generally
considered
to
be
“best
in
class.”
40
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2022
Attribution
Analysis
In
the
fiscal
year
ending
June
30,
2022,
your
Fund’s
outperformance
can
be
attributed
primarily
to
stock
selection.
Sector
allocation
also
contributed
positively
to
performance.
Your
Fund
was
over-weighted
versus
the
Index
in
the
Communication
Services,
Financials,
Health
Care,
Industrials,
and
Information
Technology
sectors.
In
Financials,
Healthcare,
and
Information
Technology,
both
the
over-weighting
and
stock
selection
contributed
to
performance.
The
overweight
in
Industrials
contributed
to
performance
but
stock
selection
was
a
detractor.
In
Communication
Services,
the
over-weighting
detracted
from
performance
but
stock
selection
contributed
positively.
Your
Fund
was
under-weighted
versus
the
Index
in
the
Consumer
Discretionary
and
Consumer
Staples
sectors.
In
Consumer
Discretionary
under-weighting
and
stock
selection
contributed
to
performance.
In
Consumer
Staples,
the
under-weighting
and
stock
selection
detracted
from
performance.
Your
Fund
did
not
hold
any
positions
in
the
Energy,
Materials,
Real
Estate
or
Utilities,
the
absence
of
all
of
which
detracted
from
performance
compared
to
the
Index.
Sector
Weights
The
following
bar
chart
presents
the
sector
weighting
of
your
Fund
versus
the
sector
weighting
of
the
Index
as
of
June
30,
2022
(note
this
may
differ
slightly
with
the
commentary
above,
which
relates
to
average
weighting
as
opposed
to
year-end
weighting):
Source:
FactSet
41
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2022
Best
and
Worst
Performers
FIVE
LARGEST
EQUITY
HOLDINGS
JUNE
30,
2021
As
always,
we
appreciate
the
confidence
you
have
placed
in
D.F.
Dent
and
Company
and
are
conscious
of
the
responsibility
that
you
have
entrusted
to
us.
We
will
continue
to
work
diligently
on
your
behalf.
Respectively
Submitted,
Ticker
Company
Name
Contribution
to
Return
Five
Largest
Contributors
1.2
8
%
KNSL
Kinsale
Capital
Group,
Inc.
0.56%
CHWY
Chewy,
Inc.
0.40%
ATRI
Atrion
Corp.
0.13%
AZPN
Aspen
Technology,
Inc.
0.11%
EXPO
Exponent,
Inc.
0.08%
Five
Largest
Detractors
-5.13
%
WK
Workiva,
Inc.
-1.16%
TREX
Trex
Co.,
Inc.
-1.01%
TRUP
Trupanion,
Inc.
-1.00%
BFAM
Bright
Horizons
Family
Solutions,
Inc.
-0.98%
GWRE
Guidewire
Software,
Inc.
-0.98%
Quantity
Security
Total
Cost
Market
Value
Percent
of
Net
Assets
of
the
Fund
28,503
HEICO
Corp.
$
2,566,972
$
3,003,646
3.80%
11,051
Kinsale
Capital
Group,
Inc.
1,876,437
2,537,751
3.21
20,829
Novanta,
Inc.
2,276,556
2,525,933
3.20
1,881
Cable
One,
Inc.
3,070,650
2,425,211
3.07
82,677
Douglas
Dynamics,
Inc.
3,008,766
2,376,137
3.01
$
12,799,381
$
12,868,678
16.29%
Matthew
F.
Dent
Gary
Wu
42
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2022
IMPORTANT
INFORMATION:
Investing
involves
risks,
including
the
possible
loss
of
principal.
The
Fund
invests
in
small-
and
medium-size
companies,
which
carry
greater
risk
than
is
customarily
associated
with
larger,
more
established
companies.
Investing
in
American
Depositary
Receipts
(ADRs)
carries
risks
of
political
and
financial
instability,
less
liquidity
and
greater
volatility,
as
well
as
risks
associated
with
the
lack
of
reliable
accounting
and
financial
information.
The
Fund
is
also
subject
to
other
risks,
such
as
the
risk
associated
with
Real
Estate
Investment
Trusts
(REITs)
like
possible
real
estate
market
declines,
which
are
detailed
in
the
Fund’s
prospectus.
The
Russell
2000
Growth
Index
measures
the
performance
of
the
small-cap
growth
segment
of
the
U.S.
equity
universe.
One
cannot
invest
directly
in
an
index.
The
views
in
this
report
contained
herein
were
those
of
the
Fund’s
Adviser
as
of
June
30,
2022,
and
may
not
reflect
the
Adviser’s
views
on
the
date
this
report
is
first
published
or
anytime
thereafter.
This
report
may
contain
discussions
about
certain
investments
both
held
and
not
held
in
the
portfolio
as
of
the
report
date.
All
current
and
future
holdings
are
subject
to
risk
and
are
subject
to
change.
While
these
views
are
intended
to
assist
shareholders
in
understanding
their
investment
in
the
Fund,
they
do
not
constitute
investment
or
tax
advice,
are
not
a
guarantee
of
future
performance
and
are
not
intended
as
an
offer
or
solicitation
with
respect
to
the
purchase
or
sale
of
any
security.
43
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
JUNE
30,
2022
The
following
chart
reflects
the
change
in
the
value
of
a
hypothetical
$10,000
investment,
including
reinvested
dividends
and
distributions,
in
the
DF
Dent
Small
Cap
Growth
Fund
(the
“Fund”)
compared
with
the
performance
of
the
benchmark,
the
Russell
2000
Growth
Index
(“Russell
2000
Growth”),
since
inception.
The
Russell
2000
Growth,
the
Fund‘s
primary
performance
benchmark,
measures
the
performance
of
those
Russell
2000
Growth
companies
with
higher
price-to-value
ratios
and
higher
forecasted
growth
values.
The
total
return
of
the
index
includes
the
reinvestment
of
dividends
and
income.
The
total
return
of
the
Fund
includes
operating
expenses
that
reduce
returns,
while
the
total
return
of
the
index
does
not
include
expenses.
The
Fund
is
professionally
managed,
while
the
index
is
unmanaged
and
is
not
available
for
investment.
Comparison
of
Change
in
Value
of
a
$10,000
Investment
DF
Dent
Small
Cap
Growth
Fund
–
Investor
Shares
vs.
Russell
2000
Growth
Index
Performance
data
quoted
represents
past
performance
and
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
As
stated
in
the
Fund’s
prospectus,
the
annual
operating
expense
ratios
(gross)
for
Investor
Shares
and
Institutional
Shares
are
1.30%
and
1.18%,
respectively.
However,
the
Fund’s
Adviser has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
and
extraordinary
expenses)
to
1.05%
and
0.95%
of
Investor
Shares
and
Institutional
Shares,
respectively,
through
October
31,
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,
or
(ii)
the
expense
cap
in
place
at
Average
Annual
Total
Returns
Periods
Ended
June
30,
2022
One
Year
Five
Year
Since
Inception
(11/01/13)
(1)
DF
Dent
Small
Cap
Growth
Fund
-
Investor
Shares
-25.32%
9.30%
9.02%
DF
Dent
Small
Cap
Growth
Fund
-
Institutional
Shares
(2)
-25.27%
9.40%
9.07%
Russell
2000
Growth
Index
-33.43%
4.80%
6.48%
(1)
Investor
Shares
commenced
operations
on
November
1,
2013
and
Institutional
Shares
commenced
operations
on
November
20,
2017.
(2)
Performance
for
the
five
year
and
since
inception
periods
are
a
blended
average
annual
return,
which
include
the
returns
of
the
Investor
Shares
prior
to
the
commencement
of
the
Institutional
Shares.
44
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
JUNE
30,
2022
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.
Prior
to
June
25,
2021,
shares
redeemed
within
60
days
of
purchase
were
charged
a
2.00%
redemption
fee.
During
the
year,
certain
fees
were
waived
and/or
expenses
reimbursed;
otherwise,
returns
would
have
been
lower.
The
performance
table
and
graph
do
not
reflect
the
deduction
of
taxes
that
a
shareholder
would
pay
on
Fund
distributions
or
the
redemption
of
Fund
shares.
Returns
greater
than
one
year
are
annualized.
For
the
most
recent
month-end
performance,
please
call
(866)
233-3368.
45
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
JUNE
30,
2022
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
June
30,
2022.
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.
Shares
Security
Description
Value
Common
Stock
-
98.8%
Communication
Services
-
4.7%
1,881
Cable
One,
Inc.
$
2,425,211
21,745
Cogent
Communications
Holdings,
Inc.
1,321,226
3,746,437
Consumer
Discretionary
-
5.1%
15,759
Bright
Horizons
Family
Solutions,
Inc.
(a)
1,331,950
32,622
Chewy,
Inc.
(a)
1,132,636
24,458
Floor
&
Decor
Holdings,
Inc.,
Class A
(a)
1,539,876
4,004,462
Consumer
Staples
-
3.9%
130,533
Utz
Brands,
Inc.
1,803,966
6,119
WD-40
Co.
1,232,122
3,036,088
Financials
-
8.8%
12,264
Goosehead
Insurance,
Inc.,
Class A
560,097
34,271
Hamilton
Lane,
Inc.,
Class A
2,302,326
11,051
Kinsale
Capital
Group,
Inc.
2,537,751
25,819
Trupanion,
Inc.
(a)
1,555,853
6,956,027
Health
Care
-
24.6%
109,996
Abcam
PLC,
ADR
(a)
1,590,542
2,466
Atrion
Corp.
1,550,769
25,938
Azenta,
Inc.
1,870,130
5,743
Bio-Techne
Corp.
1,990,754
24,339
CryoPort,
Inc.
(a)
754,022
37,380
HealthEquity,
Inc.
(a)
2,294,758
28,666
LeMaitre
Vascular,
Inc.
1,305,736
12,001
Medpace
Holdings,
Inc.
(a)
1,796,190
7,134
Mesa
Laboratories,
Inc.
1,454,908
43,262
OrthoPediatrics
Corp.
(a)
1,866,755
29,988
Progyny,
Inc.
(a)
871,152
12,878
Repligen
Corp.
(a)
2,091,387
19,437,103
Industrials
-
22.3%
82,677
Douglas
Dynamics,
Inc.
2,376,137
23,913
Exponent,
Inc.
2,187,322
28,503
HEICO
Corp.,
Class A
3,003,646
52,847
IAA,
Inc.
(a)
1,731,796
20,705
John
Bean
Technologies
Corp.
2,286,246
8,238
Simpson
Manufacturing
Co.,
Inc.
828,825
15,071
SiteOne
Landscape
Supply,
Inc.
(a)
1,791,490
20,294
Trex
Co.,
Inc.
(a)
1,104,400
Shares
Security
Description
Value
Industrials
-
22.3%
(continued)
71,477
WillScot
Mobile
Mini
Holdings
Corp.
(a)
$
2,317,284
17,627,146
Information
Technology
-
29.4%
16,898
Alarm.com
Holdings,
Inc.
(a)
1,045,310
31,865
BlackLine,
Inc.
(a)
2,122,209
20,997
Endava
PLC,
ADR
(a)
1,853,405
13,115
Envestnet,
Inc.
(a)
692,079
40,093
EVERTEC,
Inc.
1,478,630
84,895
Evo
Payments,
Inc.,
Class A
(a)
1,996,730
25,384
Guidewire
Software,
Inc.
(a)
1,802,010
8,021
Manhattan
Associates,
Inc.
(a)
919,207
20,829
Novanta,
Inc.
(a)
2,525,933
22,482
Procore
Technologies,
Inc.
(a)
1,020,458
60,610
PROS
Holdings,
Inc.
(a)
1,589,800
24,319
Sprout
Social,
Inc.,
Class A
(a)
1,412,204
19,363
The
Descartes
Systems
Group,
Inc.
(a)
1,201,668
26,418
WNS
Holdings,
Ltd.,
ADR
(a)
1,971,840
23,785
Workiva,
Inc.
(a)
1,569,572
23,201,055
Total
Common
Stock
(Cost
$81,913,791)
78,008,318
Money
Market
Fund
-
1.0%
749,516
First
American
Treasury
Obligations
Fund,
Class X,
1.31%
(b)
(Cost
$749,516)
749,516
Investments,
at
value
-
99.8%
(Cost
$82,663,307)
$
78,757,834
Other
Assets
&
Liabilities,
Net
-
0.2%
194,438
Net
Assets
-
100.0%
$
78,952,272
ADR
American
Depositary
Receipt
PLC
Public
Limited
Company
(a)
Non-income
producing
security.
(b)
Dividend
yield
changes
daily
to
reflect
current
market
conditions.
Rate
was
the
quoted
yield
as
of
June
30,
2022.
46
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
JUNE
30,
2022
The
Level
1
value
displayed
in
this
table
is
Common
Stock
and
the
Level
2
value
is
a
Money
Market
Fund.
Refer
to
this
Schedule
of
Investments
for
a
further
breakout
of
each
security
by
industry.
Valuation
Inputs
Investments
in
Securities
Level
1
-
Quoted
Prices
$
78,008,318
Level
2
-
Other
Significant
Observable
Inputs
749,516
Level
3
-
Significant
Unobservable
Inputs
–
Total
$
78,757,834
PORTFOLIO
HOLDINGS
(Unaudited)
%
of
Total
Net
Assets
Communication
Services
4.7%
Consumer
Discretionary
5.1%
Consumer
Staples
3.9%
Financials
8.8%
Health
Care
24.6%
Industrials
22.3%
Information
Technology
29.4%
Money
Market
Fund
1.0%
Other
Assets
&
Liabilities,
Net
0.2%
100.0%
47
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
STATEMENT
OF
ASSETS
AND
LIABILITIES
JUNE
30,
2022
ASSETS
Investments,
at
value
(Cost
$82,663,307)
$
78,757,834
Receivables:
Fund
shares
sold
318,221
Investment
securities
sold
35,263
Dividends
24,071
Prepaid
expenses
13,844
Total
Assets
79,149,233
LIABILITIES
Payables:
Fund
shares
redeemed
20,996
Accrued
Liabilities:
Investment
adviser
fees
132,012
Fund
services
fees
7,881
Other
expenses
36,072
Total
Liabilities
196,961
NET
ASSETS
$
78,952,272
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
89,058,823
Accumulated
loss
(10,106,551)
NET
ASSETS
$
78,952,272
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
Investor
Shares
995,264
Institutional
Shares
3,329,872
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE
Investor
Shares
(based
on
net
assets
of
$18,105,451)
$
18.19
Institutional
Shares
(based
on
net
assets
of
$60,846,821)
$
18.27
48
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
STATEMENT
OF
OPERATIONS
YEAR
ENDED
JUNE
30,
2022
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$357)
$
427,755
Interest
income
155
Total
Investment
Income
427,910
EXPENSES
Investment
adviser
fees
860,626
Fund
services
fees
78,816
Transfer
agent
fees:
Investor
Shares
28,461
Institutional
Shares
22,982
Custodian
fees
12,382
Registration
fees:
Investor
Shares
18,297
Institutional
Shares
20,641
Professional
fees
30,958
Trustees'
fees
and
expenses
5,933
Other
expenses
62,514
Total
Expenses
1,141,610
Fees
waived
(154,900)
Net
Expenses
986,710
NET
INVESTMENT
LOSS
(558,800)
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
loss
on
investments
(5,102,754)
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
(22,254,796)
NET
REALIZED
AND
UNREALIZED
LOSS
(27,357,550)
DECREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
(27,916,350)
49
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
For
the
Years
Ended
June
30,
2022
2021
OPERATIONS
Net
investment
loss
$
(558,800)
$
(259,770)
Net
realized
gain
(loss)
(5,102,754)
2,826,878
Net
change
in
unrealized
appreciation
(depreciation)
(22,254,796)
11,535,309
Increase
(Decrease)
in
Net
Assets
Resulting
from
Operations
(27,916,350)
14,102,417
DISTRIBUTIONS
TO
SHAREHOLDERS
Investor
Shares
(672,430)
(367,653)
Institutional
Shares
(1,948,221)
(626,752)
Total
Distributions
Paid
(2,620,651)
(994,405)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares:
Investor
Shares
4,617,488
19,045,427
Institutional
Shares
52,851,758
31,476,403
Reinvestment
of
distributions:
Investor
Shares
643,382
350,682
Institutional
Shares
1,681,845
448,928
Redemption
of
shares:
Investor
Shares
(9,406,759)
(3,089,879)
Institutional
Shares
(22,968,443)
(2,303,910)
Redemption
fees:
Investor
Shares
6,744
4,944
Institutional
Shares
–
2,258
Increase
in
Net
Assets
from
Capital
Share
Transactions
27,426,015
45,934,853
Increase
(Decrease)
in
Net
Assets
(3,110,986)
59,042,865
NET
ASSETS
Beginning
of
Year
82,063,258
23,020,393
End
of
Year
$
78,952,272
$
82,063,258
SHARE
TRANSACTIONS
Sale
of
shares:
Investor
Shares
200,159
840,765
Institutional
Shares
2,218,989
1,388,020
Reinvestment
of
distributions:
Investor
Shares
25,818
15,649
Institutional
Shares
67,220
19,979
Redemption
of
shares:
Investor
Shares
(412,287)
(131,466)
Institutional
Shares
(1,057,613)
(100,565)
Increase
in
Shares
1,042,286
2,032,382
50
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
FINANCIAL
HIGHLIGHTS
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year
.
For
the
Years
Ended
June
30,
2022
2021
2020
2019
2018
INVESTOR
SHARES
NET
ASSET
VALUE,
Beginning
of
Year
$
24.94
$
18.38
$
17.10
$
15.97
$
13.29
INVESTMENT
OPERATIONS
Net
investment
loss
(a)
(0.15)
(0.13)
(0.09)
(0.07)
(0.06)
Net
realized
and
unrealized
gain
(loss)
(6.01)
7.16
1.63
2.19
2.74
Total
from
Investment
Operations
(6.16)
7.03
1.54
2.12
2.68
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
(0.60)
(0.48)
(0.26)
(0.99)
–
Total
Distributions
to
Shareholders
(0.60)
(0.48)
(0.26)
(0.99)
–
REDEMPTION
FEES(a)
0.01
0.01
0.00(b)
–
–
NET
ASSET
VALUE,
End
of
Year
$
18.19
$
24.94
$
18.38
$
17.10
$
15.97
TOTAL
RETURN
(25.32)%
38.60%
9.08%
15.01%
20.17%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
18,105
$
29,472
$
8,394
$
6,757
$
5,734
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.64)%
(0.58)%
(0.50)%
(0.43)%
(0.43)%
Net
expenses
1.05%
1.05%
1.05%
1.05%
1.10%
Gross
expenses
(c)
1.23%
1.30%
1.66%
2.30%
3.12%
PORTFOLIO
TURNOVER
RATE
46%
34%
38%
44%
40%
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.
51
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
FINANCIAL
HIGHLIGHTS
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
period
.
For
the
Years
Ended
June
30,
November
20,
2017
(a)
Through
June
30,
2018
2022
2021
2020
2019
INSTITUTIONAL
SHARES
NET
ASSET
VALUE,
Beginning
of
Period
$
25.03
$
18.42
$
17.13
$
15.97
$
14.04
INVESTMENT
OPERATIONS
Net
investment
loss
(b)
(0.12)
(0.11)
(0.07)
(0.05)
(0.02)
Net
realized
and
unrealized
gain
(loss)
(6.04)
7.20
1.62
2.20
1.95
Total
from
Investment
Operations
(6.16)
7.09
1.55
2.15
1.93
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
(0.60)
(0.48)
(0.26)
(0.99)
–
Total
Distributions
to
Shareholders
(0.60)
(0.48)
(0.26)
(0.99)
–
REDEMPTION
FEES(b)
–
0.00(c)
0.00(c)
–
–
NET
ASSET
VALUE,
End
of
Period
$
18.27
$
25.03
$
18.42
$
17.13
$
15.97
TOTAL
RETURN
(25.27)%
38.79%
9.12%
15.20%
13.75%(d)
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
60,847
$
52,591
$
14,626
$
12,332
$
5,350
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.52)%
(0.49)%
(0.40)%
(0.32)%
(0.24)%(e)
Net
expenses
0.95%
0.95%
0.95%
0.95%
0.95%(e)
Gross
expenses
(f)
1.09%
1.18%
1.72%
2.18%
2.91%(e)
PORTFOLIO
TURNOVER
RATE
46%
34%
38%
44%
40%(d)
footertext
(a)
Commencement
of
operations.
(b)
Calculated
based
on
average
shares
outstanding
during
each
period.
(c)
Less
than
$0.01
per
share.
(d)
Not
annualized.
(e)
Annualized.
(f)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
52
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2022
Note
1.
Organization
DF
Dent
Premier
Growth
Fund,
DF
Dent
Midcap
Growth
Fund,
and
DF
Dent
Small
Cap
Growth
Fund
(individually,
a
“Fund”
and
collectively,
the
“Funds”)
are
diversified
portfolios
of
Forum
Funds
(the
“Trust”).
The
Trust
is
a
Delaware
statutory
trust
that
is
registered
as
an
open-end,
management
investment
company
under
the
Investment
Company
Act
of
1940,
as
amended
(the
“Act”).
Under
its
Trust
Instrument,
the
Trust
is
authorized
to
issue
an
unlimited
number
of
each
Fund’s
shares
of
beneficial
interest
without
par
value.
DF
Dent
Premier
Growth
Fund
commenced
operations
on
July
16,
2001.
DF
Dent
Midcap
Growth
Fund’s
Investor
Shares,
Institutional
Shares,
and
Institutional
Plus
Shares
commenced
operations
on
July
1,
2011,
November
29,
2017,
and
December
3,
2021,
respectively.
DF
Dent
Small
Cap
Growth
Fund’s
Investor
Shares
and
Institutional
Shares
commenced
operations
on
November
1,
2013
and
November
20,
2017,
respectively.
The
Funds
seek
long-term
capital
appreciation.
Note
2.
Summary
of
Significant
Accounting
Policies
The
Funds
are
investment
companies
and
follow
accounting
and
reporting
guidance
under
Financial
Accounting
Standards
Board
Accounting
Standards
Codification
Topic
946,
“Financial
Services
–
Investment
Companies.”
These
financial
statements
are
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(“GAAP”),
which
require
management
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities,
the
disclosure
of
contingent
liabilities
at
the
date
of
the
financial
statements,
and
the
reported
amounts
of
increases
and
decreases
in
net
assets
from
operations
during
the
fiscal
year.
Actual
amounts
could
differ
from
those
estimates.
The
following
summarizes
the
significant
accounting
policies
of
each
Fund:
Security
Valuation
–
Securities
are
valued
at
market
prices
using
the
last
quoted
trade
or
official
closing
price
from
the
principal
exchange
where
the
security
is
traded,
as
provided
by
independent
pricing
services
on
each
Fund
business
day.
In
the
absence
of
a
last
trade,
securities
are
valued
at
the
mean
of
the
last
bid
and
ask
price
provided
by
the
pricing
service.
Shares
of
non-exchange
traded
open-end
mutual
funds
are
valued
at
net
asset
value
(“NAV”).
Short-term
investments
that
mature
in
sixty
days
or
less
may
be
valued
at
amortized
cost.
Each
Fund
values
its
investments
at
fair
value
pursuant
to
procedures
adopted
by
the
Trust's
Board
of
Trustees
(the
“Board”)
if
(1)
market
quotations
are
not
readily
available
or
(2)
the
Adviser,
as
defined
in
Note
3,
believes
that
the
values
available
are
unreliable.
The
Trust’s
Valuation
Committee,
as
defined
in
each
Fund’s
registration
statement,
performs
certain
functions
as
they
relate
to
the
administration
and
oversight
of
each
Fund’s
valuation
procedures.
Under
these
procedures,
the
Valuation
Committee
convenes
on
a
regular
and
ad
hoc
basis
to
review
such
investments
and
considers
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
53
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2022
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
each
Fund’s
investments.
These
inputs
are
summarized
in
the
three
broad
levels
listed
below:
Level
1
-
Quoted
prices
in
active
markets
for
identical
assets
and
liabilities.
Level
2
-
Prices
determined
using
significant
other
observable
inputs
(including
quoted
prices
for
similar
securities,
interest
rates,
prepayment
speeds,
credit
risk,
etc.).
Short-term
securities
with
maturities
of
sixty
days
or
less
are
valued
at
amortized
cost,
which
approximates
market
value,
and
are
categorized
as
Level
2
in
the
hierarchy.
Municipal
securities,
long-term
U.S.
government
obligations
and
corporate
debt
securities
are
valued
in
accordance
with
the
evaluated
price
supplied
by
a
pricing
service
and
generally
categorized
as
Level
2
in
the
hierarchy.
Other
securities
that
are
categorized
as
Level
2
in
the
hierarchy
include,
but
are
not
limited
to,
warrants
that
do
not
trade
on
an
exchange,
securities
valued
at
the
mean
between
the
last
reported
bid
and
ask
quotation
and
international
equity
securities
valued
by
an
independent
third
party
with
adjustments
for
changes
in
value
between
the
time
of
the
securities’
respective
local
market
closes
and
the
close
of
the
U.S.
market.
Level
3
-
Significant
unobservable
inputs
(including
each
Fund’s
own
assumptions
in
determining
the
fair
value
of
investments).
The
aggregate
value
by
input
level,
as
of
June
30,
2022,
for
each
Fund’s
investments
is
included
at
the
end
of
each
Fund’s
Schedule
of
Investments.
Security
Transactions,
Investment
Income
and
Realized
Gain
and
Loss
–
Investment
transactions
are
accounted
for
on
the
trade
date.
Dividend
income
is
recorded
on
the
ex-dividend
date.
Foreign
dividend
income
is
recorded
on
the
ex-dividend
date
or
as
soon
as
possible
after
determining
the
existence
of
a
dividend
declaration
after
exercising
reasonable
due
diligence.
Income
and
capital
gains
on
some
foreign
securities
may
be
subject
to
foreign
withholding
taxes,
which
are
accrued
as
applicable.
Interest
income
is
recorded
on
an
accrual
basis.
Premium
is
amortized
to
the
next
call
date
above
par
and
discount
is
accreted
to
maturity
using
the
effective
interest
method.
Identified
cost
of
investments
sold
is
used
to
determine
the
gain
and
loss
for
both
financial
statement
and
federal
income
tax
purposes.
Distributions
to
Shareholders
–
Each
Fund
declares
any
dividends
from
net
investment
income
and
pays
them
annually.
Any
net
capital
gains
realized
by
the
Funds
are
distributed
at
least
annually.
Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
Distributions
are
based
on
amounts
calculated
in
accordance
with
applicable
federal
income
tax
regulations,
which
may
differ
from
GAAP.
These
differences
are
due
primarily
to
54
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2022
differing
treatments
of
income
and
gain
on
various
investment
securities
held
by
each
Fund,
timing
differences
and
differing
characterizations
of
distributions
made
by
each
Fund.
Federal
Taxes
–
Each
Fund
intends
to
continue
to
qualify
each
year
as
a
regulated
investment
company
under
Subchapter
M
of
Chapter
1,
Subtitle
A,
of
the
Internal
Revenue
Code
of
1986,
as
amended
(“Code”),
and
to
distribute
all
of
their
taxable
income
to
shareholders.
In
addition,
by
distributing
in
each
calendar
year
substantially
all
of
their
net
investment
income
and
capital
gains,
if
any,
the
Funds
will
not
be
subject
to
a
federal
excise
tax.
Therefore,
no
federal
income
or
excise
tax
provision
is
required.
Each
Fund
files
a
U.S.
federal
income
and
excise
tax
return
as
required.
Each
Fund’s
federal
income
tax
returns
are
subject
to
examination
by
the
Internal
Revenue
Service
for
a
period
of
three
fiscal
years
after
they
are
filed.
As
of
June
30,
2022,
there
are
no
uncertain
tax
positions
that
would
require
financial
statement
recognition,
de-recognition
or
disclosure.
Income
and
Expense
Allocation
–
The
Trust
accounts
separately
for
the
assets,
liabilities
and
operations
of
each
of
its
investment
portfolios.
Expenses
that
are
directly
attributable
to
more
than
one
investment
portfolio
are
allocated
among
the
respective
investment
portfolios
in
an
equitable
manner.
The
DF
Dent
Midcap
Growth
Fund's
and
DF
Dent
Small
Cap
Growth
Fund's
class-specific
expenses
are
charged
to
the
operations
of
that
class
of
shares.
Income
and
expenses
(other
than
expenses
attributable
to
a
specific
class)
and
realized
and
unrealized
gains
or
losses
on
investments
are
allocated
to
each
class
of
shares
based
on
the
class’
respective
net
assets
to
the
total
net
assets
of
each
Fund.
Redemption
Fees
–
Prior
to
June
25,
2021,
a
shareholder
who
redeems
shares
of
each
Fund
within
60
days
of
purchase
may
incur
a
redemption
fee
of
2.00%
of
the
current
net
asset
value
of
shares
redeemed,
subject
to
certain
limitations.
The
fee
is
charged
for
the
benefit
of
the
remaining
shareholders
and
will
be
paid
to
each
Fund
to
help
offset
transaction
costs.
The
fee
is
accounted
for
as
an
addition
to
paid-in
capital.
Each
Fund
reserves
the
right
to
modify
the
terms
of
or
terminate
the
fee
at
any
time.
There
are
limited
exceptions
to
the
imposition
of
the
redemption
fee.
Redemption
fees
incurred
for
each
Fund,
if
any,
are
reflected
on
the
Statements
of
Changes
in
Net
Assets.
Effective
June
25,
2021,
the
Funds
no
longer
charge
a
redemption
fee.
Commitments
and
Contingencies
–
In
the
normal
course
of
business,
each
Fund
enters
into
contracts
that
provide
general
indemnifications
by
each
Fund
to
the
counterparty
to
the
contract.
Each
Fund’s
maximum
exposure
under
these
arrangements
is
dependent
on
future
claims
that
may
be
made
against
each
Fund
and,
therefore,
cannot
be
estimated;
however,
based
on
experience,
the
risk
of
loss
from
such
claims
is
considered
remote.
Each
Fund
has
determined
that
none
of
these
arrangements
requires
disclosure
on
each
Fund’s
balance
sheet.
Note
3.
Fees
and
Expenses
Investment
Adviser
–
D.F.
Dent
and
Company,
Inc.
(the
“Adviser”)
is
the
investment
adviser
to
the
Funds.
Pursuant
to
an
investment
advisory
agreement,
the
Adviser
receives
an
advisory
fee,
payable
monthly,
at
an
annual
rate
of
0.99%,
0.75%,
and
0.85%
of
the
average
daily
net
assets
of
DF
Dent
Premier
Growth
Fund,
DF
Dent
Midcap
Growth
Fund
and
DF
Dent
Small
Cap
Growth
Fund,
respectively.
55
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2022
Distribution
–
Foreside
Fund
Services,
LLC
(the
“Distributor”),
a
wholly
owned
subsidiary
of
Foreside
Financial
Group,
LLC
(doing
business
as
ACA
Group),
acts
as
the
agent
of
the
Trust
in
connection
with
the
continuous
offering
of
shares
of
the
Funds.
The
Funds
do
not
have
a
distribution
(12b-1)
plan;
accordingly,
the
Distributor
does
not
receive
compensation
from
the
Funds
for
its
distribution
services.
The
Adviser
compensates
the
Distributor
directly
for
its
services.
The
Distributor
is
not
affiliated
with
the
Adviser
or
Atlantic
Fund
Administration,
LLC,
a
wholly
owned
subsidiary
of
Apex
US
Holdings
LLC
(d/b/a
Apex
Fund
Services)
(“Apex”)
or
their
affiliates.
Other
Service
Providers
–
Apex
provides
fund
accounting,
fund
administration,
compliance
and
transfer
agency
services
to
each
Fund.
The
fees
related
to
these
services
are
included
in
Fund
services
fees
within
the
Statements
of
Operations.
Apex
also
provides
certain
shareholder
report
production
and
EDGAR
conversion
and
filing
services.
Pursuant
to
an
Apex
Services
Agreement,
each
Fund
pays
Apex
customary
fees
for
its
services.
Apex
provides
a
Principal
Executive
Officer,
a
Principal
Financial
Officer,
a
Chief
Compliance
Officer
and
an
Anti-
Money
Laundering
Officer
to
each
Fund,
as
well
as
certain
additional
compliance
support
functions.
Trustees
and
Officers
–
Through
the
calendar
year
ended
December
31,
2021,
each
Independent
Trustee’s
annual
retainer
was
$31,000
($41,000
for
the
Chairman).
Effective
January
1,
2022,
each
Independent
Trustee’s
annual
retainer
is
$45,000
($55,000
for
the
Chairman),
and
the
Audit
Committee
Chairman
receives
an
additional
$2,000
annually.
The
Trustees
and
Chairman
may
receive
additional
fees
for
special
Board
meetings.
Each
Trustee
is
also
reimbursed
for
all
reasonable
out-of-pocket
expenses
incurred
in
connection
with
his
or
her
duties
as
a
Trustee,
including
travel
and
related
expenses
incurred
in
attending
Board
meetings.
The
amount
of
Trustees’
fees
attributable
to
each
Fund
is
disclosed
in
the
Statements
of
Operations.
Certain
officers
of
the
Trust
are
also
officers
or
employees
of
the
above
named
service
providers,
and
during
their
terms
of
office
received
no
compensation
from
each
Fund.
Note
4.
Expense
Reimbursement
and
Fees
Waived
The
Adviser
has
contractually
agreed
to
waive
a
portion
of
its
fee
and/or
reimburse
expenses
for
DF
Dent
Premier
Growth
Fund,
to
limit
total
annual
operating
expenses
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
and
extraordinary
expenses)
to
0.99%,
through
October
31,
2022.
Additionally,
the
Adviser
has
contractually
agreed
to
waive
a
portion
of
its
fee
and/or
reimburse
expenses
to
limit
total
annual
operating
expenses
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
and
extraordinary
expenses)
of
Investor
Shares,
Institutional
Shares,
and
Institutional
Plus
Shares
to
0.98%,
0.85%,
and
0.79%,
respectively,
through
October
31,
2022,
for
DF
Dent
Midcap
Growth
Fund.
The
Adviser
has
also
contractually
agreed
to
waive
a
portion
of
its
fee
and/or
reimburse
expenses
to
limit
total
annual
operating
expenses
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
and
extraordinary
expenses)
of
Investor
Shares
and
Institutional
Shares
to
1.05%
and
0.95%,
respectively,
through
October
31,
2022,
for
DF
Dent
Small
Cap
Growth
Fund.
Other
fund
service
providers
have
voluntarily
agreed
to
waive
and
reimburse
a
portion
of
their
fees.
These
voluntary
fee
waivers
and
reimbursements
may
be
reduced
or
eliminated
at
any
time.
For
the
year
ended
June
30,
2022
,
fees
waived
and
expenses
reimbursed
were
as
follows:
56
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2022
The
Adviser
may
be
reimbursed
by
each
Fund
for
fees
waived
and
expenses
reimbursed
by
the
Adviser
pursuant
to
the
Expense
Cap
if
such
payment
is
made
within
three
years
of
the
fee
waiver
or
expense
reimbursement,
and
does
not
cause
the
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
to
exceed
the
lesser
of
(i)
the
then-current
expense
cap,
or
(ii)
the
expense
cap
in
place
at
the
time
the
fees/
expenses
were
waived/reimbursed.
As
of
June
30,
2022
,
$1,097,7
39
,
$125,05
6
,
and
$342,96
4
are
subject
to
recoupment
by
the
Adviser
for
the
DF
Dent
Premier
Growth
Fund,
DF
Dent
Midcap
Growth
Fund,
and
DF
Dent
Small
Cap
Growth
Fund,
respectively.
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
June
30,
2022
,
were
as
follows:
Note
6.
Federal
Income
Tax
As
of
June
30,
2022
,
cost
for
federal
income
tax
purposes
and
net
unrealized
appreciation
(depreciation)
consists
of:
Distributions
paid
during
the
fiscal
years
ended
as
noted
were
characterized
for
tax
purposes
as
follows:
Investment
Adviser
Fees
Waived
Investment
Adviser
Expenses
Reimbursed
Other
Waivers
Total
Fees
Waived
and
Expenses
Reimbursed
DF
Dent
Premier
Growth
Fund
$
383,052
$
-
$
47,354
$
430,406
DF
Dent
Midcap
Growth
Fund
125,056
-
115,426
240,482
DF
Dent
Small
Cap
Growth
Fund
-
130,841
24,059
154,900
Purchases
Sales
DF
Dent
Premier
Growth
Fund
$
70,184,599
$
132,255,347
DF
Dent
Midcap
Growth
Fund
432,213,064
277,195,314
DF
Dent
Small
Cap
Growth
Fund
71,111,764
45,279,344
Tax
Cost
of
Investments
Gross
Unrealized
Appreciation
Gross
Unrealized
Depreciation
Net
Unrealized
Appreciation
(Depreciation)
DF
Dent
Premier
Growth
Fund
$
151,845,568
$
133,281,824
$
(4,952,008)
$
128,329,816
DF
Dent
Midcap
Growth
Fund
662,140,874
87,754,021
(122,987,796)
(35,233,775)
DF
Dent
Small
Cap
Growth
Fund
85,886,182
8,617,815
(15,746,163)
(7,128,348)
Ordinary
Income
Long-Term
Capital
Gain
Total
DF
Dent
Premier
Growth
Fund
2022
$
2,163,701
$
28,751,389
$
30,915,090
2021
–
9,701,339
9,701,339
DF
Dent
Midcap
Growth
Fund
2022
11,666,022
13,504,715
25,170,737
2021
1,228,914
679,280
1,908,194
DF
Dent
Small
Cap
Growth
Fund
2022
730,038
1,890,613
2,620,651
2021
–
994,405
994,405
57
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2022
Equalization
debits
included
in
the
distributions
were
as
follows:
The
DF
Dent
Premier
Growth
Fund
used
equalization
accounting
for
tax
purposes,
whereby
a
portion
of
its
redemption
payments
are
treated
as
distributions
of
income
or
gain
for
tax
purposes.
As
of
June
30,
2022
,
distributable
earnings/accumulated
loss
on
a
tax
basis
were
as
follows:
The
difference
between
components
of
distributable
earnings/accumulated
loss
on
a
tax
basis
and
the
amounts
reflected
in
the
Statements
of
Assets
and
Liabilities
are
primarily
due
to
wash
sales
and
equity
return
of
capital.
For
tax
purposes,
the
current
year
late-year
ordinary
loss
was
$
925,242,
$1,830,077
and
$222,034
for
the
DF
Dent
Premier
Growth
Fund,
DF
Dent
Midcap
Growth
Fund,
and
DF
Dent
Small
Cap
Growth
Fund,
respectively,
(realized
during
the
period
January
1,
2022
through
June
30,
2022
).
The
current
year
post-October
capital
loss
was
$6,774,664,
$18,455,809,
and
$2,756,169
for
the
DF
Dent
Premier
Growth
Fund,
DF
Dent
Midcap
Growth
Fund,
and
DF
Dent
Small
Cap
Growth
Fund,
respectively,
(realized
during
the
period
November
1,
2021
through
June
30,
2022
).
These
losses
will
recognized
for
tax
purposes
on
the
first
business
day
of
each
Fund’s
next
fiscal
year,
July
1,
2022
.
On
the
Statements
of
Assets
and
Liabilities,
as
a
result
of
permanent
book
to
tax
differences,
certain
amounts
have
been
reclassified
for
the
year
ended
June
30,
2022
.
The
following
reclassifications
were
the
result
of
current
year
net
operating
loss
and
distributions
in
excess
of
earnings
to
satisfy
excise
distribution
requirements
and
have
no
impact
on
the
net
assets
of
each
Fund.
Long-Term
Capital
Gain
Total
DF
Dent
Premier
Growth
Fund
2022
$
–
$
–
2021
701,298
701,298
DF
Dent
Midcap
Growth
Fund
2022
–
–
2021
–
–
DF
Dent
Small
Cap
Growth
Fund
2022
–
–
2021
–
–
Capital
and
Other
Losses
Unrealized
Appreciation
(Depreciation)
Total
DF
Dent
Premier
Growth
Fund
$
(7,699,906)
$
128,329,816
$
120,629,910
DF
Dent
Midcap
Growth
Fund
(20,285,886)
(35,233,775)
(55,519,661)
DF
Dent
Small
Cap
Growth
Fund
(2,978,203)
(7,128,348)
(10,106,551)
Distributable
Earnings
(Accumulated
Loss)
Paid-in-Capital
DF
Dent
Premier
Growth
Fund
$
1,717,538
$
(1,717,538)
DF
Dent
Small
Cap
Growth
Fund
126,646
(126,646)
58
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
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
each
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.
59
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
To
the
Board
of
Trustees
of
Forum
Funds
and
the
Shareholders
of
DF
Dent
Premier
Growth
Fund,
DF
Dent
Midcap
Growth
Fund
and
DF
Dent
Small
Cap
Growth
Fund
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
statements
of
assets
and
liabilities
of
DF
Dent
Premier
Growth
Fund,
DF
Dent
Midcap
Growth
Fund,
and
DF
Dent
Small
Cap
Growth
Fund,
each
a
series
of
shares
of
beneficial
interest
in
Forum
Funds
(the
“Funds”),
including
the
schedules
of
investments,
as
of
June
30,
2022,
and
the
related
statements
of
operations
for
the
year
then
ended,
the
statements
of
changes
in
net
assets
for
each
of
the
years
in
the
two-year
period
then
ended,
and
the
financial
highlights
as
noted
in
the
table
below,
and
the
related
notes
(collectively
referred
to
as
the
“financial
statements”).
In
our
opinion,
the
financial
statements
present
fairly,
in
all
material
respects,
the
financial
position
of
the
Funds
as
of
June
30,
2022,
and
the
results
of
their
operations
for
the
year
then
ended,
the
changes
in
their
net
assets
for
each
of
the
years
in
the
two-year
period
then
ended
and
their
financial
highlights
for
each
of
the
periods
noted
in
the
table
below,
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America.
Basis
for
Opinion
These
financial
statements
are
the
responsibility
of
the
Funds'
management.
Our
responsibility
is
to
express
an
opinion
on
the
Funds’
financial
statements
based
on
our
audits.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)
(“PCAOB”)
and
are
required
to
be
independent
with
respect
to
the
Funds
in
accordance
with
the
U.S.
federal
securities
law
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.
We
conducted
our
audits
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audits
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement,
whether
due
to
error
or
fraud.
The
Funds
are
not
required
to
have,
nor
were
we
engaged
to
perform,
an
audit
of
their
internal
control
over
financial
reporting.
As
part
of
our
audits
we
are
required
to
obtain
an
understanding
of
internal
control
over
financial
reporting
but
not
for
the
purpose
of
expressing
an
opinion
on
the
effectiveness
of
the
Funds’
internal
control
over
financial
reporting.
Accordingly,
we
express
no
such
opinion.
Financial
Highlights
DF
Dent
Premier
Growth
Fund
For
each
of
the
years
in
the
five-year
period
ended
June
30,
2022
DF
Dent
Midcap
Growth
Fund
–
Investor
Shares
For
each
of
the
years
in
the
five-year
period
ended
June
30,
2022
DF
Dent
Midcap
Growth
Fund
–
Institutional
Shares
For
the
period
November
29,
2017
(commencement
of
operations)
to
June
30,
2018
and
for
each
of
the
years
in
the
four-year
period
ended
June
30,
2022
DF
Dent
Midcap
Growth
Fund
–
Institutional
Plus
Shares
For
the
period
December
3,
2021
(commencement
of
operations)
to
June
30,
2022
DF
Dent
Small
Cap
Growth
Fund
–
Investor
Shares
For
each
of
the
years
in
the
five-year
period
ended
June
30,
2022
DF
Dent
Small
Cap
Growth
Fund
–
Institutional
Shares
For
the
period
November
20,
2017
(commencement
of
operations)
to
June
30,
2018
and
for
each
of
the
years
in
the
four-year
period
ended
June
30,
2022
60
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
Our
audits
included
performing
procedures
to
assess
the
risk
of
material
misstatement
of
the
financial
statements,
whether
due
to
error
or
fraud,
and
performing
procedures
that
respond
to
those
risks.
Such
procedures
included
examining,
on
a
test
basis,
evidence
regarding
the
amounts
and
disclosures
in
the
financial
statements.
Our
procedures
included
confirmation
of
securities
owned
as
of
June
30,
2022
by
correspondence
with
the
custodian
and
brokers.
Our
audits
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
financial
statements.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinion.
BBD,
LLP
We
have
served
as
the
auditor
of
one
or
more
of
the
Funds
in
the
Forum
Funds
since
2009.
Philadelphia,
Pennsylvania
August
24,
2022
61
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2022
Investment
Advisory
Agreement
Approval
At
the
June
9,
2022
Board
meeting,
the
Board,
including
all
of
the
Independent
Trustees,
considered
the
approval
of
the
continuance
of
the
investment
advisory
agreement
between
the
Adviser
and
the
Trust
pertaining
to
the
Funds
(the
“Advisory
Agreement”).
In
preparation
for
its
deliberations,
the
Board
requested
written
responses
from
the
Adviser
to
a
due
diligence
questionnaire
circulated
on
the
Board's
behalf
concerning
the
services
provided
by
the
Adviser.
The
Board
also
discussed
the
materials
with
Fund
counsel
and,
as
necessary,
with
the
Trust's
administrator,
Apex
Fund
Services.
During
its
deliberations,
the
Board
received
an
oral
presentation
from
the
Adviser
and
was
assisted
by
the
advice
of
Trustee
counsel.
At
the
meeting,
the
Board
reviewed,
among
other
matters:
(1)
the
nature,
extent
and
quality
of
the
services
provided
to
the
Funds
by
the
Adviser,
including
information
on
the
investment
performance
of
the
Funds;
(2)
the
costs
of
the
services
provided
and
profitability
to
the
Adviser
with
respect
to
its
relationship
with
each
Fund;
(3)
information
concerning
the
advisory
fee
and
total
expense
ratio
of
each
Fund,
including
a
comparison
to
the
fees
and
expenses
of
a
relevant
peer
group
of
funds;
(4)
the
extent
to
which
economies
of
scale
may
be
realized
as
each
Fund
grows
and
whether
the
advisory
fee
enables
investors
to
share
in
the
benefits
of
economies
of
scale;
and
(5)
other
benefits
received
by
the
Adviser
from
its
relationship
with
the
Funds.
The
Board
recognized
that
the
evaluation
process
with
respect
to
the
Adviser
was
an
ongoing
one
and,
in
this
regard,
the
Board
considered
information
provided
by
the
Adviser
at
regularly
scheduled
meetings
during
the
past
year.
Nature,
Extent
and
Quality
of
Services
Based
on
written
materials
received,
a
presentation
from
senior
representatives
of
the
Adviser
and
a
discussion
with
the
Adviser
about
the
Adviser’s
personnel,
operations
and
financial
condition,
the
Board
considered
the
quality
of
services
provided
by
the
Adviser
under
the
Advisory
Agreement.
In
this
regard,
the
Board
considered
information
regarding
the
experience,
qualifications
and
professional
background
of
the
portfolio
managers
and
other
personnel
at
the
Adviser
with
principal
responsibility
for
the
Funds,
as
well
as
the
investment
philosophy
and
decision-making
process
of
the
Adviser
and
the
capability
and
integrity
of
the
Adviser’s
senior
management
and
staff.
The
Board
considered
also
the
adequacy
of
the
Adviser’s
resources.
The
Board
noted
the
Adviser’s
representation
that
the
firm
is
in
stable
financial
condition,
that
the
firm
is
able
to
meet
its
expense
reimbursement
obligations
to
the
Funds,
and
that
the
firm
has
the
operational
capability
and
necessary
staffing
and
experience
to
continue
providing
high-quality
investment
advisory
services
to
the
Funds.
Based
on
the
presentation
and
the
materials
provided
by
the
Adviser
in
connection
with
the
Board’s
consideration
of
the
renewal
of
the
Advisory
Agreement,
the
Board
concluded
that,
overall,
it
was
satisfied
with
the
nature,
extent
and
quality
of
services
provided
to
the
Funds
under
the
Advisory
Agreement.
Performance
In
connection
with
a
presentation
by
the
Adviser
regarding
its
approach
to
managing
the
Funds,
the
Board
reviewed
the
performance
of
each
Fund
compared
to
its
respective
benchmark
and
to
a
peer
group
of
funds.
62
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2022
The
Board
observed
that
the
DF
Dent
Premier
Growth
Fund
underperformed
its
primary
benchmark
index,
the
S&P
500
Index,
for
the
one-,
three-,
and
10-year
periods
ended
March
31,
2022
and
outperformed
the
S&P
500
Index
for
the
five-year
period
ended
March
31,
2022,
and
for
the
period
since
the
DF
Dent
Premier
Growth
Fund’s
inception
on
July
16,
2001.
The
Board
also
considered
the
DF
Dent
Premier
Growth
Fund’s
performance
relative
to
an
independent
peer
group
of
funds
identified
by
Strategic
Insight,
Inc.
(“Strategic
Insight”)
as
having
characteristics
similar
to
those
of
the
DF
Dent
Premier
Growth
Fund.
The
Board
observed
that,
based
on
information
provided
by
Strategic
Insight,
the
DF
Dent
Premier
Growth
Fund
underperformed
the
average
of
its
Strategic
Insight
peer
group
for
the
one-,
three-,
and
10-year
periods
ended
March
31,
2022
and
outperformed
the
average
of
the
Strategic
Insight
peers
for
the
five-year
period
ended
March
31,
2022.
The
Board
observed
that
the
DF
Dent
Midcap
Growth
Fund
underperformed
its
primary
benchmark
index,
the
Russell
Midcap
Growth
Index,
for
the
one-
and
three-year
periods
ended
March
31,
2022,
and
outperformed
the
Russell
Midcap
Growth
Index
for
the
five-
and
10-year
periods
ended
March
31,
2022,
and
for
the
period
since
the
DF
Dent
Midcap
Growth
Fund’s
inception
on
July
1,
2011.
The
Board
observed
that
the
DF
Dent
Midcap
Growth
Fund
outperformed
the
average
of
its
Strategic
Insight
peer
group
for
the
one-year
period
ended
March
31,
2022
and
underperformed
the
average
of
the
Strategic
Insight
peers
for
the
three-year
period
ended
March
31,
2022,
and
observed
that
the
DF
Dent
Midcap
Growth
Fund’s
Institutional
Share
Class,
which
was
the
share
class
used
for
comparative
performance
measures,
did
not
have
a
five-year
performance
history.
The
Board
observed
that
the
DF
Dent
Small
Cap
Growth
Fund
outperformed
its
primary
benchmark
index,
the
Russell
2000
Growth
Index,
for
the
one-,
three-
and
five-year
periods
ended
March
31,
2022,
and
for
the
period
since
the
DF
Dent
Small
Cap
Growth
Fund’s
inception
on
November
1,
2013.
The
Board
observed
that
the
DF
Dent
Small
Cap
Growth
Fund
outperformed
the
average
of
its
Strategic
Insight
peer
group
for
the
one-
and
three-
year
periods
ended
March
31,
2022,
and
observed
that
the
DF
Dent
Small
Cap
Growth
Fund’s
Institutional
Share
Class,
which
was
the
share
class
used
for
comparative
performance
measures,
did
not
have
a
five-year
performance
history.
The
Board
considered
the
Adviser’s
representation
that
the
relative
underperformance
over
the
one-year
period
could
be
attributed,
in
part,
to
a
market
reversal
that
favored
lower
quality
and
value
companies
over
the
higher
quality
and
growth
companies
in
which
the
Funds
invested.
With
respect
to
the
DF
Dent
Premier
Growth
Fund
and
the
DF
Dent
Midcap
Growth
Fund,
the
Board
noted
the
Adviser’s
representation
that
rising
interest
rates
negatively
impacted
long
duration
assets
such
as
high
growth,
high
valuation
software
companies
in
the
Information
Technology
sector,
which
were
the
types
of
companies
in
which
the
DF
Dent
Premier
Growth
Fund
and
DF
Dent
Midcap
Growth
Fund
tended
to
invest.
The
Board
also
considered
the
Adviser’s
representation
that
the
Funds
are
designed
to
provide
long-term
capital
appreciation,
and
that
the
Funds
continued
to
outperform
their
respective
benchmark
indices
over
the
long
term.
In
consideration
of
the
Adviser’s
investment
strategies
and
the
foregoing
performance
information,
among
other
considerations,
the
Board
determined
that
each
Fund
could
benefit
from
the
Adviser’s
continued
management
of
the
Funds.
63
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2022
Compensation
The
Board
evaluated
the
Adviser’s
compensation
for
providing
advisory
services
to
each
of
the
Funds
and
analyzed
comparative
information
on
actual
advisory
fee
rates
and
actual
total
expenses
of
the
Funds’
respective
Strategic
Insight
peer
groups.
The
Board
noted
that
the
actual
advisory
fee
rates
for
the
DF
Dent
Premier
Growth
Fund
and
DF
Dent
Midcap
Growth
Fund
were
higher
than
the
median
of
their
respective
Strategic
Insight
peer
groups,
but
the
total
expense
ratios
for
the
DF
Dent
Premier
Growth
Fund
and
DF
Dent
Midcap
Growth
Fund
were
less
than
the
median
of
their
respective
Strategic
Insight
peer
groups.
The
Board
noted
that
the
Adviser’s
actual
advisory
fee
rate
and
the
total
expense
ratio
for
the
DF
Dent
Small
Cap
Growth
Fund
were
each
lower
than
the
median
of
its
Strategic
Insight
peer
group.
The
Board
also
noted
that
the
Adviser
had
in
place
a
contractual
expense
waiver
for
each
of
the
Funds,
pursuant
to
which
the
Adviser
continued
to
waive
a
portion
of
its
investment
advisory
fees
in
order
to
subsidize
the
Funds’
expenses.
Based
on
the
foregoing
and
other
relevant
factors,
the
Board
concluded
that
the
Adviser’s
current
advisory
fee
rates
charged
to
each
of
the
Funds
were
reasonable.
Cost
of
Services
and
Profitability
The
Board
considered
information
provided
by
the
Adviser
regarding
the
costs
of
services
and
its
profitability
with
respect
to
the
Funds.
In
this
regard,
the
Board
considered
the
Adviser’s
operating
expenses
and
other
resources
devoted
to
the
Funds,
as
well
as
the
information
provided
by
the
Adviser
regarding
costs
and
overall
profitability.
The
Board
noted
that
the
Adviser
had
in
place
a
contractual
expense
waiver
to
ensure
the
expense
ratios
for
the
Funds
remained
at
reasonable
levels.
The
Board
also
noted
that
the
Adviser
had
committed
to
extending
the
expense
cap
arrangements
for
all
of
the
Funds
through
at
least
the
duration
of
the
current
Advisory
Agreement
renewal
period.
The
Board
further
noted
the
Adviser’s
representation
that
the
Funds
were
less
profitable
to
the
Adviser
than
the
Adviser’s
overall
investment
management
business
because,
although
the
Funds
represented
a
relatively
small
percentage
of
the
Adviser’s
total
assets
under
management,
the
Funds
represented
a
relatively
high
percentage
of
the
Adviser’s
overall
administrative,
reporting,
and
compliance
expenses.
Based
on
these
and
other
applicable
considerations,
the
Board
concluded
that
the
Adviser’s
profits
attributable
to
management
of
the
Funds
were
reasonable.
Economies
of
Scale
The
Board
evaluated
whether
the
Funds
would
benefit
from
any
economies
of
scale.
In
this
respect,
the
Board
considered
each
Fund’s
fee
structure,
asset
size,
and
net
expense
ratio,
giving
effect
to
each
Fund’s
expense
waiver
agreement.
The
Board
reviewed
relevant
materials
and
discussed
whether
the
use
of
breakpoints
would
be
appropriate
at
this
time,
recognizing
that
an
analysis
of
economies
of
scale
is
most
relevant
when
a
fund
has
achieved
a
substantial
size
and
has
growing
assets
and
that,
if
a
fund’s
assets
are
stable
or
decreasing,
the
significance
of
economies
of
scale
may
be
reduced.
Noting
the
relatively
low
asset
levels
for
the
Premier
Fund
and
Small
Cap
Fund,
the
decrease
in
each
of
the
Funds’
asset
levels
over
the
past
year,
the
existence
of
the
Adviser’s
ongoing
expense
limitation
arrangements,
as
well
as
the
Adviser’s
representation
that
the
level
of
the
Funds’
assets
had
not
provided
meaningful
economies
of
scale,
among
other
relevant
considerations,
the
Board
64
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2022
concluded
that
any
existing
economies
of
scale
were
reflected
in
the
expense
cap
structures
of
the
Funds
and
that
the
information
presented
was
consistent
with
the
renewal
of
the
Advisory
Agreement
at
current
fee
levels.
Other
Benefits
The
Board
noted
the
Adviser’s
representation
that,
aside
from
its
contractual
advisory
fees,
it
does
not
benefit
in
a
material
way
from
its
relationship
with
the
Funds.
Based
on
the
foregoing
representation,
the
Board
concluded
that
other
benefits
received
by
the
Adviser
from
its
relationship
with
the
Funds
were
not
a
material
factor
to
consider
in
approving
the
continuation
of
the
Advisory
Agreement.
Conclusion
The
Board
did
not
identify
any
single
factor
as
being
of
paramount
importance,
and
different
Trustees
may
have
given
different
weight
to
different
factors.
The
Board
reviewed
a
memorandum
from
Fund
counsel
discussing
the
legal
standards
applicable
to
its
consideration
of
the
Advisory
Agreement.
Based
on
its
review,
including
consideration
of
each
of
the
factors
referenced
above,
and
its
consideration
of
information
received
throughout
the
year
from
the
Adviser,
the
Board
determined,
in
the
exercise
of
its
business
judgment,
that
the
advisory
arrangement,
as
outlined
in
the
Advisory
Agreement,
was
fair
and
reasonable
in
light
of
the
services
performed
or
to
be
performed,
expenses
incurred
or
to
be
incurred
and
such
other
matters
as
the
Board
considered
relevant.
Proxy
Voting
Information
A
description
of
the
policies
and
procedures
that
each
Fund
uses
to
determine
how
to
vote
proxies
relating
to
securities
held
in
each
Fund’s
portfolio
is
available,
without
charge
and
upon
request,
by
calling
(866)
233-3368
and
on
the
SEC’s
website
at
www.sec.gov.
Each
Fund’s
proxy
voting
record
for
the
most
recent
twelve-month
period
ended
June
30
is
available,
without
charge
and
upon
request,
by
calling
(866)
233-3368
and
on
the
SEC’s
website
at
www.sec.gov.
Availability
of
Quarterly
Portfolio
Schedules
Each
Fund
files
its
complete
schedule
of
portfolio
holdings
with
the
SEC
for
the
first
and
third
quarters
of
each
fiscal
year
on
Form
N-PORT.
Forms
N-PORT
are
available
free
of
charge
on
the
SEC’s
website
at
www.sec.gov.
Shareholder
Expense
Example
As
a
shareholder
of
the
Funds,
you
incur
two
types
of
costs:
(1)
transaction
costs,
including
redemption
fees,
and
(2)
ongoing
costs,
including
management
fees
and
other
Fund
expenses.
This
example
is
intended
to
help
you
understand
your
ongoing
costs
(in
dollars)
of
investing
in
the
Funds,
and
to
compare
these
costs
with
the
ongoing
costs
of
investing
in
other
mutual
funds.
The
example
is
based
on
an
investment
of
$1,000
invested
at
the
beginning
of
the
period
and
held
for
the
entire
period
from
January
1,
2022
through
June
30,
2022.
65
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2022
Actual
Expenses
–
The
first
line
of
the
table
below
provides
information
about
actual
account
values
and
actual
expenses.
You
may
use
the
information
in
this
line,
together
with
the
amount
you
invested,
to
estimate
the
expenses
that
you
paid
over
the
period.
Simply
divide
your
account
value
by
$1,000
(for
example,
an
$8,600
account
value
divided
by
$1,000
=
8.6),
then
multiply
the
result
by
the
number
in
the
first
line
under
the
heading
entitled
“Expenses
Paid
During
Period”
to
estimate
the
expenses
you
paid
on
your
account
during
the
period.
Hypothetical
Example
for
Comparison
Purposes
–
The
second
line
of
the
table
below
provides
information
about
hypothetical
account
values
and
hypothetical
expenses
based
on
each
Fund’s
actual
expense
ratio
and
an
assumed
rate
of
return
of
5%
per
year
before
expenses,
which
is
not
each
Fund’s
actual
return.
The
hypothetical
account
values
and
expenses
may
not
be
used
to
estimate
the
actual
ending
account
balance
or
expenses
you
paid
for
the
period.
You
may
use
this
information
to
compare
the
ongoing
costs
of
investing
in
each
Fund
and
other
funds.
To
do
so,
compare
this
5%
hypothetical
example
with
the
5%
hypothetical
examples
that
appear
in
the
shareholder
reports
of
other
funds.
Please
note
that
the
expenses
shown
in
the
table
are
meant
to
highlight
your
ongoing
costs
only
and
do
not
reflect
any
transactional
costs,
such
as
redemption
fees.
Therefore,
the
second
line
of
the
table
is
useful
in
comparing
ongoing
costs
only
and
will
not
help
you
determine
the
relative
total
costs
of
owning
different
funds.
In
addition,
if
these
transactional
costs
were
included,
your
costs
would
have
been
higher.
Beginning
Account
Value
January
1,
2022
Ending
Account
Value
June
30,
2022
Expenses
Paid
During
Period*
Annualized
Expense
Ratio*
DF
Dent
Premier
Growth
Fund
Actual
$
1,000.00
$
721.54
$
4.23
0.99%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,019.89
$
4.96
0.99%
DF
Dent
Midcap
Growth
Fund
Investor
Shares
Actual
$
1,000.00
$
696.08
$
3.62
0.86%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.53
$
4.31
0.86%
Institutional
Shares
Actual
$
1,000.00
$
696.21
$
3.53
0.84%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.63
$
4.21
0.84%
Institutional
Plus
Shares
Actual
$
1,000.00
$
696.47
$
3.32
0.79%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.88
$
3.96
0.79%
DF
Dent
Small
Cap
Growth
Fund
Investor
Shares
Actual
$
1,000.00
$
698.81
$
4.42
1.05%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,019.59
$
5.26
1.05%
Institutional
Shares
Actual
$
1,000.00
$
698.94
$
4.00
0.95%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.08
$
4.76
0.95%
66
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2022
Federal
Tax
Status
of
Dividends
Declared
during
the
Fiscal
Year
For
federal
income
tax
purposes,
dividends
from
short-term
capital
gains
are
classified
as
ordinary
income.
The
DF
Dent
Premier
Growth
Fund,
the
DF
Dent
Midcap
Growth
Fund,
and
the
DF
Dent
Small
Cap
Growth
Fund,
designates
58.53
%,
32.13%,
and
71.36%
of
its
income
dividend
distributed
as
qualifying
for
the
corporate
dividends-received
deduction
(DRD),
62.70
%,
35.23%,
and
72.05%
for
the
qualified
dividend
rate
(QDI)
and
100.00
%,
100.00%,
and
82.65%
as
short-term
capital
gain
dividends
exempt
from
U.S.
tax
for
foreign
shareholders
(QSD)
as
defined
in
Section
1(h)(11)
of
the
Code,
respectively.
Pursuant
to
Section
852(b)(3)
of
the
Internal
Revenue
Code,
DF
Dent
Premier
Growth
Fund,
DF
Dent
Midcap
Growth
Fund,
and
DF
Dent
Small
Cap
Growth
Fund
designated
$28,751,389,
$13,504,715
and
$1,890,613,
as
long-term
capital
gain
dividends,
respectively.
Trustees
and
Officers
of
the
Trust
The
Board
is
responsible
for
oversight
of
the
management
of
the
Trust’s
business
affairs
and
of
the
exercise
of
all
the
Trust’s
powers
except
those
reserved
for
the
shareholders.
The
following
table
provides
information
about
each
Trustee
and
certain
officers
of
the
Trust.
Each
Trustee
and
officer
holds
office
until
the
person
resigns,
is
removed
or
is
replaced.
Unless
otherwise
noted,
the
persons
have
held
their
principal
occupations
for
more
than
five
years.
The
address
for
all
Trustees
and
officers
is
Three
Canal
Plaza,
Suite
600,
Portland,
Maine
04101.
Each
Fund’s
Statement
of
Additional
Information
includes
additional
information
about
the
Trustees
and
is
available,
without
charge
and
upon
request,
by
calling
(866)
233-3368.
*
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
(181)
divided
by
365
to
reflect
the
half-year
period.
67
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2022
(1)
Jessica
Chase
is
currently
an
interested
person
of
the
Trust,
as
defined
in
the
1940
Act,
due
to
her
affiliation
with
Apex
Fund
Services
and
her
role
as
President
of
the
Trust.
Apex
Fund
Services
is
a
wholly
owned
subsidiary
of
Apex
US
Holdings
LLC.
Name
and
Year
of
Birth
Position
with
the
Trust
Length
of
Time
Served
Principal
Occupation(s)
During
Past
Five
Years
Number
of
Series
in
Fund
Complex
Overseen
By
Trustee
Other
Directorships
Held
By
Trustee
During
Past
Five
Years
Independent
Trustees
David
Tucker
Born:
1958
Trustee;
Chairman
of
the
Board
Since
2011
and
Chairman
since
2018
Director,
Blue
Sky
Experience
(a
charitable
endeavor)
since
2008;
Senior
Vice
President
&
General
Counsel,
American
Century
Companies
(an
investment
management
firm)
1998-2008.
3
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Mark
D.
Moyer
Born:
1959
Trustee;
Chairman
of
the
Audit
Committee
Since
2018
Chief
Financial
Officer,
Freedom
House
(a
NGO
advocating
political
freedom
and
democracy)
2017-2021;
independent
consultant
providing
interim
CFO
services,
principally
to
non-profit
organizations,
2011-2017.
3
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Jennifer
Brown-
Strabley
Born:
1964
Trustee
Since
2018
Principal,
Portland
Global
Advisors
(a
registered
investment
adviser),
1996-
2010.
3
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Interested
Trustees
(1)
Jessica
Chase
Born:
1970
Trustee
Since
2018
Director,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
3
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
68
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2022
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.
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.
DF
Dent
Premier
Growth
Fund
–
DFDPX
DF
Dent
Midcap
Growth
Fund
Investor
Shares
–
DFDMX
DF
Dent
Midcap
Growth
Fund
Institutional
Shares
–
DFMGX
DF
Dent
Midcap
Growth
Fund
Institutional
Plus
Shares
–
DFMLX
DF
Dent
Small
Cap
Growth
Fund
Investor
Shares
–
DFDSX
DF
Dent
Small
Cap
Growth
Fund
Institutional
Shares
–
DFSGX
INVESTMENT
ADVISER
D.F.
Dent
and
Company,
Inc.
400
E.
Pratt
Street,
7th
Floor
Baltimore,
MD
21202
www.dfdent.com
TRANSFER
AGENT
Apex
Fund
Services
P.O.
Box
588
Portland,
ME
04112
(866)
2DF-DENT
www.apexgroup.com
DISTRIBUTOR
Foreside
Fund
Services,
LLC
Three
Canal
Plaza,
Suite
100
Portland,
ME
04101
www.foreside.com
221-ANR-0622
This
report
is
submitted
for
the
general
information
of
the
shareholders
of
the
Funds.
It
is
not
authorized
for
distribution
to
prospective
investors
unless
preceded
or
accompanied
by
an
effective
prospectus,
which
includes
information
regarding
the
Funds'
risks,
objectives,
fees
and
expenses,
experience
of
its
management,
and
other
information.
ITEM 2. CODE OF ETHICS.
(a) As of the end of the period covered by this report, Forum Funds (the “Registrant”) has adopted a code of ethics, which applies to its Principal Executive Officer and Principal Financial Officer (the “Code of Ethics”).
(c) There have been no amendments to the Registrant’s Code of Ethics during the period covered by this report.
(d) There have been no waivers to the Registrant’s Code of Ethics during the period covered by this report.
(e) Not applicable.
(f) (1) A copy of the Code of Ethics is being filed under Item 13(a) hereto.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The Board of Trustees has determined that Mr. Mark Moyer is an "audit committee financial expert" as that term is defined under applicable regulatory guidelines. Mr. Moyer is a non- “interested” Trustee (as defined in Section 2(a)(19) under the Investment Company Act of 1940, as amended (the “Act”)), and serves as Chairman of the Audit Committee.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Audit Fees - The aggregate fees billed for each of the last two fiscal years (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant for the audit of the Registrant’s annual financial statements, or services that are normally provided by the principal accountant in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $53,600 in 2021 and $53,600 in 2022.
(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 2021 and $0 in 2022.
(c) Tax Fees - The aggregate fees billed in the Reporting Periods for professional services rendered by the principal accountant to the Registrant for tax compliance, tax advice and tax planning were $12,000 in 2021 and $12,000 in 2022. 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 2021 and $0 in 2022.
(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 2021 and $0 in 2022. There were no fees billed in either of the Reporting Periods for non-audit services rendered by the principal accountant to the Registrant’s investment adviser or any Affiliate.
(h) During the Reporting Period, the Registrant's principal accountant provided no non-audit services to the investment advisers or any entity controlling, controlled by or under common control with the investment advisers to the series of the Registrant to which this report relates.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable
ITEM 6. INVESTMENTS.
(a) Included as part of report to shareholders under Item 1.
(b) Not applicable.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
TEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant does not accept nominees to the board of trustees from shareholders.
ITEM 11. CONTROLS AND PROCEDURES
(a) The Registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act are effective, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as of a date within 90 days of the filing date of this report.
(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in
Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
ITEM 13. EXHIBITS.
(a)(1) Code of Ethics.
(a)(3) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant Forum Funds
By | /s/ Jessica Chase | |
Jessica Chase, Principal Executive Officer | ||
Date | September 12, 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 | September 12, 2022 |
By | /s/ Karen Shaw | |
Karen Shaw, Principal Financial Officer | ||
Date | September 12, 2022 |