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

As filed with the Securities and Exchange Commission on September 15, 2022

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON

, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number 811-03023

FORUM FUNDS

Three Canal Plaza, Suite 600

Portland

, Maine 04101

Jessica Chase, Principal Executive Officer

Three Canal Plaza, Suite 600

Portland

, Maine 04101

207-347-2000

Date of fiscal year end: December 31

Date of reporting period: January 1, 2022 – 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 31, 2022 (Accession Number 0001435109-22-000270) (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.

Lisanti

Small

Cap

Growth

Fund

Semi

Annual

Report

June

30,

2022

(Unaudited)

Lisanti

Small

Cap

Growth

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

June

30,

2022

1

Dear

Shareholder,

The

first

half

of

2022

was

the

worst

first

half

for

small

caps

(as

measured

by

the

Russell

2000

Index,

which

has

the

most

historical

data

of

the

Russell

smaller

capitalization

indices)

since

1973

1

.

As

concerns

over

recession

grew,

smaller

and

SMID

(Smaller

Mid-sized)

companies

declined

at

a

rate

significantly

greater

than

that

of

the

larger

capitalization

market,

as

measured

by

the

S&P

500.

The

Russell

2000

Growth

Index,

the

Fund’s

benchmark,

declined

approximately

42%

from

its

peak

in

November

of

2021

to

its

to

its

bottom,

which

occurred

during

the

trading

day

on

June

16,

2022;

a

decline

of

this

magnitude

has

usually

occurred

concurrent

with

a

recession.

(While

we

do

not

often

highlight

movements

during

the

trading

day,

we

have

observed

that

often

near

term

bottoms

or

highs

form

during

the

trading

day,

as

opposed

to

at

the

beginning

or

end

of

the

trading

day.)

Early

in

this

year,

investors

became

concerned

about

the

Federal

Reserve

raising

rates

as

the

economy

slowed;

investor

anxieties

were

further

raised

when

Russia

invaded

Ukraine

on

February

24,

2022.

Inflation

continued

to

prove

less

than

transitory,

and

oil

and

gas

prices

spiked

sharply

as

sanctions

on

Russian

oil

and

gas

took

hold.

These

issues

pushed

the

Federal

Reserve

to

take

a

more

hawkish

stance

on

interest

rates,

which

raised

fears

that

the

economy

could

tip

into

recession

at

the

end

of

2022/early

2023.

Uncertainty

continued

to

grow

as

we

moved

through

the

year,

and

as

you

know,

the

market

hates

uncertainty.

By

the

second

quarter,

the

consensus

view

among

professional

investors

became

that

the

risk

of

a

recession

was

reasonably

high,

and

that

it

could

potentially

be

long

and

somewhat

deep,

and

thus

earnings

were

at

risk.

For

the

year

to

date

ended

June

30,

2022,

the

Lisanti

Small

Cap

Growth

Fund

underperformed

its

benchmark,

the

Russell

2000

Growth

Index,

declining

36.15%

versus

a

decline

of

29.45%

for

the

Index.

The

Healthcare

and

Financials

sectors

contributed

to

performance,

while

the

Information

Technology

and

Industrials

sectors

detracted

from

performance.

The

first

half

of

the

year

was

one

of

the

most

difficult

environments

for

our

investment

process,

as

there

was

little

differentiation

among

individual

companies—whether

the

company

had

a

good

or

bad

balance

sheet,

strong

or

poor

prospects

for

growth,

there

was

little

difference

in

the

rate

of

the

decline

of

the

stock.

As

you

know,

the

level

of

underperformance

relative

to

the

benchmark

is

rare

for

the

Fund

and

is

typically

only

seen

at

the

end

of

severe

corrections

or

towards

market

bottoms—2008-2009

was

the

last

period

in

which

this

occurred.

As

you

know,

this

Fund

invests

in

the

stocks

commonly

known

as

publicly

traded

equities,

whether

they

have

been

public

for

some

time,

or

are

just

coming

public

(i.e.,

IPOs).

Our

investment

process

is

forward

looking;

that

is

because

we

believe,

when

one

invests

in

publicly

traded

smaller

growth

companies,

their

ultimate

value

depends

upon

their

future—what

they

will

become—as

much

as

it

does

what

they

are

now,

in

the

present.

It

is

their

ability

to

drive

earnings

growth

and

returns

in

investment

above

the

rate

at

which

the

typical

public

company

can

grow,

that

drives

their

stock

prices

and

their

ultimate

value

on

the

public

markets.

When

investors

grow

fearful

of

the

future—particularly

when

that

fear

is

driven

by,

in

part,

concerns

over

an

1

DeSanctis,

Stephen

G.,

CFA,

JEF

SMID

Cap

Strategy

,

Jefferies,

July

6,

2022

Lisanti

Small

Cap

Growth

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

June

30,

2022

2

economic

downturn—investors

discount

future

earnings

estimates,

and

are

unwilling

to

pay

premiums

for

a

future

that

appears

uncertain.

Thus,

the

two

main

fundamental

drivers

of

our

investment

process

don’t

work

as

well

during

those

periods.

Additionally,

our

investment

discipline

pushes

us

to

identify

companies

whose

stocks,

we

believe,

are

mispriced

relative

to

their

growth

prospects.

Thus,

as

we

move

through

the

latter

stages

of

a

significant

decline,

we

focus

on

identifying

the

companies

that

can

withstand

the

economic

slowdown

and

come

out

of

it

positioned

to

accelerate

their

growth

and

profitability.

Our

investment

process

can

sometimes

cause

us

to

be

a

bit

early

in

identifying

those

companies—again,

because

we

are

looking

forward

and

investing

in

them

during

significant

stock

declines—and

this

can

add

to

the

performance

issues.

In

our

experience,

when

the

economy

slows

there

will

be

wide

disparity

in

individual

companies’

ability

to

manage

through

the

slowdown—some

will

have

major

issues,

and

some

will

continue

to

grow

earnings

through

this

time

period.

How

companies

manage

through

this

time

period

in

terms

of

their

ability

to

drive

earnings

growth

will

determine,

we

believe,

the

performance

of

their

stocks.

We

are

focused

on

several

elements

that

we

believe

will

create

a

higher

probability

of

successfully

navigating

through

this

time

period:

the

ability

to

raise

prices,

and

the

presence

of

internal

growth

drivers—such

as

new

products,

new

areas

of

business,

or

the

ability

to

increase

the

value

of

the

service

or

product

the

company

offers

to

its

end

customers.

As

always,

with

a

fundamentally

driven

process,

the

key

is

in

the

details

of

how

the

company

grows,

and

how

it

plans

to

grow;

we

are

extremely

focused

on

identifying

those

details

and

putting

them

through

the

filter

of

our

experience,

to

make

a

judgement

about

how

likely

the

company

is

to

successfully

navigate

this

difficult

economic

backdrop

and

how

well

it

will

be

positioned

to

accelerate

growth

as

we

move

through

the

slowdown/recession

and

into

the

recovery.

In

our

experience,

it

is

exceptionally

difficult

to

time

this

perfectly—an

investor

is

either

early,

or

late,

in

identifying

great

growth

companies

that

will

be

the

leaders

for

the

next

decade.

Our

investment

process

pushes

us

to

be

a

bit

early,

as

opposed

to

late.

Thus,

as

we

moved

through

the

first

half

of

the

year,

we

added

selectively

to

our

software

holdings,

as

those

stocks

continued

to

decline;

we

increased

the

weighting

in

healthcare,

most

recently

adding

several

biopharma

stocks;

we

eliminated

several

financial

equities,

primarily

banks,

and

we

eliminated

those

industrial

companies

where

we

believed

that

the

global

economic

slowdown

would

be

painful

for

their

revenues

and

profits,

given

their

business

models.

In

the

consumer

space,

we

have

focused

on

companies

that

we

believe

are

well

positioned

to

benefit

from

a

consumer

that

is

under

some

stress—companies

such

as

Grocery

Outlet,

which

offers

members

grocery

items

and

other

items

at

significant

discounts,

and

Ollie’s

Bargain

Basement,

which

purchases

closeouts

when

other

retailers

have

too

much

inventory

and

offers

its

customers

products

again

at

significant

discounts.

But

we

also

initiated

positions

on

select

consumer

stocks

where

we

believe

the

stock’s

price

reflects

a

severe

downturn

that

will

not

occur.

As

you

know,

we

look

for

companies

that

have

three

components:

strong

secular

trends

driving

their

growth

(secular

growth

stocks);

companies

that

are

able

to

drive

growth

through

their

own

internal

initiatives

(structural

growth

stocks);

and

those

companies

that

are

in

the

midst

of

operational

improvements/

turnarounds

(transformational

growth).

We

believe

this

focus

is

much

more

important

than

“value”

or

Lisanti

Small

Cap

Growth

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

June

30,

2022

3

“growth”

monikers,

as

the

market

continues

the

transition

to

an

earnings

driven,

fundamentally

focused

environment.

We

believe

that

the

macroeconomic

backdrop

for

this

decade

will

be

much

different

from

that

of

the

prior

decade.

We

see

higher

inflation

and

slower

growth,

as

certain

imbalances

in

the

global

economy

will

take

years

to

normalize.

We

believe

that

the

overall

supply

of

oil

and

gas

will

be

a

gating

factor

to

global

growth—at

least

until

alternative

energy

can

provide

a

significant

percentage

of

energy

for

the

world,

which

may

take

many

years.

We

also

think

food

supplies

globally

were

“in

balance”

before

the

effects

of

the

Ukraine/Russian

situation,

and

this

will

also

serve

to

slow

global

growth

for

the

foreseeable

future.

Lastly,

we

believe

that

companies

(and

countries)

are

beginning

to

comprehend

they

must

reorient

their

supply

chains

to

adjust

for

a

more

volatile

world.

That

implies

a

restructuring

of

supply

chains

to

bring

them

“closer

to

home”

and

also

the

building

of

more

inventories

as

a

buffer

against

potential

disruptions.

This

is

a

very

different

environment

than

that

of

the

past

few

decades;

it

is

more

nuanced

and

it

can

be

a

bit

confusing

and

somewhat

emotional.

However,

it

is

a

market

that

we

believe

should

reward

diligent

fundamental

research,

a

disciplined

investment

process,

and

experience,

which

to

us

is

the

definition

of

a

“stockpicker’s

market”.

We

continue

to

work

hard

on

your

behalf;

we

thank

you

for

your

investment

in

the

Fund

and

the

opportunity

to

do

so.

All

of

us

at

Lisanti

Capital

Growth

wish

that

you

and

yours

stay

safe

and

well

through

this

situation.

Sincerely,

Mary

Lisanti,

CFA

President

&

Portfolio

Manager

IMPORTANT

RISKS

AND

DISCLOSURES

An

investment

in

the

Fund

is

subject

to

risk,

including

the

possible

loss

of

principal

amount

invested.

The

Fund

invests

in

smaller

companies,

which

carry

greater

risk

than

is

associated

with

larger

companies

for

various

reasons

such

as

narrower

markets,

limited

financial

resources

and

less

liquid

stock.

The

Fund’s

investments

in

growth

securities

may

be

more

sensitive

to

company

earnings

and

more

volatile

than

the

market

in

general.

Investments

in

technology

companies

are

vulnerable

to

factors

affecting

that

sector,

such

as

dependency

on

consumer

and

business

acceptance

as

new

technology

evolves.

Investments

in

the

Industrial

sector

can

be

significantly

affected

by

business

cycle

fluctuations,

worldwide

economy

growth,

government

and

corporate

spending

and

others.

Investments

in

Health-Care

companies

may

be

affected

by

government

regulations

and

government

health-care

programs,

changes

in

the

cost

of

medical

products

and

services,

limited

product

lines,

product

liability

claims,

and

patent

protection,

among

other

factors.

Lisanti

Small

Cap

Growth

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

June

30,

2022

4

The

views

in

this

report

were

those

of

the

Fund

manager

as

of

June

30,

2022,

and

may

not

necessarily

reflect

her

views

on

the

date

this

report

is

first

published

or

anytime

thereafter.

These

views

are

intended

to

assist

shareholders

in

understanding

the

Fund’s

investment

methodology

and

do

not

constitute

investment

advice.

Although

the

Fund

manager

believes

she

has

a

reasonable

basis

for

any

opinions

or

views

expressed,

actual

results

may

differ,

sometimes

significantly

so,

from

those

expected

or

expressed.

All

current

and

future

holdings

of

the

Fund

are

subject

to

risk

and

are

subject

to

change.

Lisanti

Small

Cap

Growth

Fund

PERFORMANCE

CHART

AND

ANALYSIS

June

30,

2022

5

The

following

chart

reflects

the

change

in

the

value

of

a

hypothetical

$10,000

investment,

including

reinvested

dividends

and

distributions,

in

the

Lisanti

Small

Cap

Growth

Fund

(the

“Fund”)

compared

with

the

performance

of

the

benchmark,

Russell

2000

Growth

Index

(“Russell

2000

Growth”),

over

the

past

ten

fiscal

years.

The

Russell

2000

Growth,

the

Fund‘s

primary

performance

benchmark,

measures

the

performance

of

those

Russell

2000

Growth

companies

with

higher

price-to-value

ratios

and

higher

forecasted

growth

values.

The

total

return

of

the

index

includes

the

reinvestment

of

dividends

and

income.

The

total

return

of

the

Fund

includes

operating

expenses

that

reduce

returns,

while

the

total

return

of

the

index

does

not

include

expenses.

The

Fund

is

professionally

managed,

while

the

index

is

unmanaged

and

is

not

available

for

investment.

Comparison

of

Change

in

Value

of

a

$10,000

Investment

Lisanti

Small

Cap

Growth

Fund

vs.

Russell

2000

Growth

Index

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratio

(gross)

is

1.56%.

However,

the

Fund’s

adviser has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

proxy

expenses,

and

extraordinary

expenses)

to

1.35%,

through

April

30,

2023

(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

30

days

of

purchase

will

be

charged

a

1.00%

redemption

fee.

The

performance

table

and

graph

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

Fund

shares.

Returns

greater

than

one

year

are

annualized.

For

the

most

recent

month-end

performance,

please

call

(800)

441-7031.

Average

Annual

Total

Returns

Periods

Ended

June

30,

2022

One

Year

Five

Year

Ten

Year

Lisanti

Small

Cap

Growth

Fund

-36.00%

8.56%

10.92%

Russell

2000

Growth

Index

-33.43%

4.80%

9.30%

Lisanti

Small

Cap

Growth

Fund

SCHEDULE

OF

INVESTMENTS

June

30,

2022

6

See

Notes

to

Financial

Statements.

Shares

Security

Description

Value

Common

Stock

-

95.4%

Consumer

Discretionary

-

8.4%

21,395‌

Boot

Barn

Holdings,

Inc. 

(a)

$

1,474,329‌

8,305‌

Crocs,

Inc. 

(a)

404,204‌

38,520‌

Dave

&

Buster's

Entertainment,

Inc. 

(a)

1,262,686‌

22,530‌

First

Watch

Restaurant

Group,

Inc. 

(a)

324,883‌

23,350‌

Ollie's

Bargain

Outlet

Holdings,

Inc. 

(a)

1,371,813‌

12,425‌

Planet

Fitness,

Inc.,

Class A 

(a)

845,024‌

3,315‌

Texas

Roadhouse,

Inc.

242,657‌

14,145‌

YETI

Holdings,

Inc. 

(a)

612,054‌

6,537,650‌

Consumer

Staples

-

5.2%

8,810‌

Cal-Maine

Foods,

Inc.

435,302‌

32,995‌

Grocery

Outlet

Holding

Corp. 

(a)

1,406,577‌

71,705‌

Sovos

Brands,

Inc. 

(a)

1,137,958‌

27,430‌

The

Chefs'

Warehouse,

Inc. 

(a)

1,066,753‌

4,046,590‌

Energy

-

5.0%

22,085‌

Antero

Resources

Corp. 

(a)

676,905‌

36,290‌

Magnolia

Oil

&

Gas

Corp.,

Class

A

761,727‌

19,600‌

Matador

Resources

Co.

913,164‌

48,510‌

Patterson-UTI

Energy,

Inc.

764,518‌

67,495‌

US

Silica

Holdings,

Inc. 

(a)

770,793‌

3,887,107‌

Financials

-

2.0%

6,750‌

Kinsale

Capital

Group,

Inc.

1,550,070‌

Health-Care

-

24.4%

20,275‌

Apellis

Pharmaceuticals,

Inc. 

(a)

916,835‌

17,560‌

Axonics,

Inc. 

(a)

995,125‌

28,482‌

ChemoCentryx,

Inc. 

(a)

705,784‌

33,275‌

Cytokinetics,

Inc. 

(a)

1,307,375‌

28,145‌

Evolent

Health,

Inc.,

Class A 

(a)

864,333‌

33,765‌

Halozyme

Therapeutics,

Inc. 

(a)

1,485,660‌

30,635‌

Harmony

Biosciences

Holdings,

Inc. 

(a)

1,494,069‌

22,655‌

HealthEquity,

Inc. 

(a)

1,390,790‌

7,745‌

Inari

Medical,

Inc. 

(a)

526,583‌

33,820‌

Intra-Cellular

Therapies,

Inc. 

(a)

1,930,446‌

73,130‌

Iovance

Biotherapeutics,

Inc. 

(a)

807,355‌

7,630‌

iRhythm

Technologies,

Inc. 

(a)

824,269‌

13,790‌

Lantheus

Holdings,

Inc. 

(a)

910,554‌

28,720‌

Option

Care

Health,

Inc. 

(a)

798,129‌

12,525‌

Pacira

BioSciences,

Inc. 

(a)

730,207‌

18,245‌

STAAR

Surgical

Co. 

(a)

1,294,118‌

31,080‌

Supernus

Pharmaceuticals,

Inc. 

(a)

898,834‌

16,545‌

TransMedics

Group,

Inc. 

(a)

520,340‌

Shares

Security

Description

Value

Health-Care

-

24.4%

(continued)

20,695‌

Vericel

Corp. 

(a)

$

521,100‌

18,921,906‌

Health-Care

Equipment

&

Services

-

8.9%

25,210‌

Acadia

Healthcare

Co.,

Inc. 

(a)

1,704,952‌

1,955‌

AMN

Healthcare

Services,

Inc. 

(a)

214,483‌

6,620‌

Inspire

Medical

Systems,

Inc. 

(a)

1,209,276‌

28,285‌

OptimizeRx

Corp. 

(a)

774,726‌

24,065‌

OrthoPediatrics

Corp. 

(a)

1,038,405‌

8,665‌

Shockwave

Medical,

Inc. 

(a)

1,656,488‌

4,465‌

Tandem

Diabetes

Care,

Inc. 

(a)

264,283‌

6,862,613‌

Industrials

-

19.2%

4,685‌

Advanced

Drainage

Systems,

Inc.

421,978‌

13,270‌

Applied

Industrial

Technologies,

Inc.

1,276,176‌

42,550‌

Array

Technologies,

Inc. 

(a)

468,475‌

11,060‌

Casella

Waste

Systems,

Inc. 

(a)

803,841‌

9,475‌

Chart

Industries,

Inc. 

(a)

1,585,925‌

16,405‌

Clean

Harbors,

Inc. 

(a)

1,438,226‌

9,930‌

Dycom

Industries,

Inc. 

(a)

923,887‌

35,615‌

Fluor

Corp. 

(a)

866,869‌

6,720‌

FTI

Consulting,

Inc. 

(a)

1,215,312‌

29,690‌

GFL

Environmental,

Inc.

766,002‌

28,025‌

Huron

Consulting

Group,

Inc. 

(a)

1,821,345‌

5,160‌

Insperity,

Inc.

515,123‌

14,505‌

Mercury

Systems,

Inc. 

(a)

933,107‌

24,080‌

Montrose

Environmental

Group,

Inc. 

(a)

812,941‌

5,655‌

RBC

Bearings,

Inc. 

(a)

1,045,892‌

14,895,099‌

Information

Technology

-

15.3%

15,785‌

Alteryx,

Inc.,

Class A 

(a)

764,310‌

37,165‌

Box,

Inc. 

(a)

934,328‌

4,765‌

CyberArk

Software,

Ltd. 

(a)

609,729‌

25,840‌

DigitalOcean

Holdings,

Inc. 

(a)

1,068,742‌

24,435‌

Gitlab,

Inc.,

Class

A 

(a)

1,298,476‌

4,295‌

Littelfuse,

Inc.

1,091,102‌

30,600‌

PagerDuty,

Inc. 

(a)

758,268‌

22,505‌

Sierra

Wireless,

Inc. 

(a)

526,617‌

5,840‌

Silicon

Laboratories,

Inc. 

(a)

818,885‌

10,925‌

SiTime

Corp. 

(a)

1,781,103‌

25,867‌

Sprout

Social,

Inc.,

Class A 

(a)

1,502,097‌

8,360‌

Tenable

Holdings,

Inc. 

(a)

379,627‌

16,510‌

Veeco

Instruments,

Inc. 

(a)

320,294‌

11,853,578‌

Materials

-

1.4%

32,515‌

Livent

Corp. 

(a)

737,765‌

11,125‌

MP

Materials

Corp. 

(a)

356,890‌

1,094,655‌

Lisanti

Small

Cap

Growth

Fund

SCHEDULE

OF

INVESTMENTS

June

30,

2022

7

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.

The

Level

1

value

displayed

in

this

table

is

Common

Stock.

The

level

2

value

displayed

in

this

table

is

a

Money

Market

Fund.

Refer

to

this

Schedule

of

Investments

for

a

further

breakout

of

each

security

by

industry.

Shares

Security

Description

Value

Technology

-

5.6%

102,630‌

Extreme

Networks,

Inc. 

(a)

$

915,460‌

14,500‌

Impinj,

Inc. 

(a)

850,715‌

58,520‌

Instructure

Holdings,

Inc. 

(a)

1,328,404‌

8,210‌

Lattice

Semiconductor

Corp. 

(a)

398,185‌

7,170‌

Manhattan

Associates,

Inc. 

(a)

821,682‌

4,314,446‌

Total

Common

Stock

(Cost

$77,550,468)

73,963,714‌

Shares

Security

Description

Value

Money

Market

Fund

-

1.2%

932,368‌

First

American

Treasury

Obligations

Fund,

Class X,

1.32% 

(b)

(Cost

$932,368)

932,368‌

Investments,

at

value

-

96.6%

(Cost

$78,482,836)

$

74,896,082‌

Other

Assets

&

Liabilities,

Net

-

3.4%

2,652,904‌

Net

Assets

-

100.0%

$

77,548,986‌

(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

$

73,963,714‌

Level

2

-

Other

Significant

Observable

Inputs

932,368‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

74,896,082‌

PORTFOLIO

HOLDINGS

%

of

Total

Investments

Consumer

Discretionary

8.7‌%

Consumer

Staples

5.4‌%

Energy

5.2‌%

Financials

2.1‌%

Health-Care

25.3‌%

Health-Care

Equipment

&

Services

9.2‌%

Industrials

19.9‌%

Information

Technology

15.8‌%

Materials

1.5‌%

Technology

5.7‌%

Money

Market

Fund

1.2‌%

100.0‌%

Lisanti

Small

Cap

Growth

Fund

STATEMENT

OF

ASSETS

AND

LIABILITIES

June

30,

2022

8

See

Notes

to

Financial

Statements.

ASSETS

Investments,

at

value

(Cost

$78,482,836)

$

74,896,082‌

Receivables:

Fund

shares

sold

10,157‌

Investment

securities

sold

4,305,022‌

Dividends

1,144‌

Prepaid

expenses

14,284‌

Total

Assets

79,226,689‌

LIABILITIES

Payables:

Investment

securities

purchased

1,562,241‌

Fund

shares

redeemed

13,087‌

Accrued

Liabilities:

Investment

adviser

fees

53,880‌

Trustees’

fees

and

expenses

327‌

Fund

services

fees

11,416‌

Other

expenses

36,752‌

Total

Liabilities

1,677,703‌

NET

ASSETS

$

77,548,986‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

104,131,745‌

Distributable

earnings

(26,582,759‌)

NET

ASSETS

$

77,548,986‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

4,679,909‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE*

$

16.57‌

*

Shares

redeemed

or

exchanged

within

30

days

of

purchase

are

charged

a

1.00%

redemption

fee.

Lisanti

Small

Cap

Growth

Fund

STATEMENT

OF

OPERATIONS

SIX

MONTHS

ENDED

JUNE

30,

2022

9

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

$

263,891‌

Total

Investment

Income

263,891‌

EXPENSES

Investment

adviser

fees

454,213‌

Fund

services

fees

129,829‌

Shareholder

service

fees

108,145‌

Custodian

fees

5,305‌

Registration

fees

11,206‌

Professional

fees

19,120‌

Trustees'

fees

and

expenses

3,795‌

Other

expenses

27,445‌

Total

Expenses

759,058‌

Fees

waived

(115,402‌)

Net

Expenses

643,656‌

NET

INVESTMENT

LOSS

(379,765‌)

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

loss

on

investments

(23,351,554‌)

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

(19,241,433‌)

NET

REALIZED

AND

UNREALIZED

LOSS

(42,592,987‌)

DECREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

(42,972,752‌)

Lisanti

Small

Cap

Growth

Fund

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

10

See

Notes

to

Financial

Statements.

For

the

Six

Months

Ended

June

30,

2022

For

the

Year

Ended

December

31,

2021

OPERATIONS

Net

investment

loss

$

(379,765‌)

$

(1,126,276‌)

Net

realized

gain

(loss)

(23,351,554‌)

15,518,297‌

Net

change

in

unrealized

appreciation

(depreciation)

(19,241,433‌)

(5,524,730‌)

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

(42,972,752‌)

8,867,291‌

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

–‌

(24,201,298‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

34,512,956‌

35,793,465‌

Reinvestment

of

distributions

–‌

22,707,455‌

Redemption

of

shares

(19,104,305‌)

(20,983,404‌)

Redemption

fees

1,752‌

2,361‌

Increase

in

Net

Assets

from

Capital

Share

Transactions

15,410,403‌

37,519,877‌

Increase

(Decrease)

in

Net

Assets

(27,562,349‌)

22,185,870‌

NET

ASSETS

Beginning

of

Period

105,111,335‌

82,925,465‌

End

of

Period

$

77,548,986‌

$

105,111,335‌

SHARE

TRANSACTIONS

Sale

of

shares

1,633,292‌

1,101,079‌

Reinvestment

of

distributions

–‌

915,993‌

Redemption

of

shares

(1,004,378‌)

(644,518‌)

Increase

in

Shares

628,914‌

1,372,554‌

Lisanti

Small

Cap

Growth

Fund

FINANCIAL

HIGHLIGHTS

11

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

period

.

For

the

Six

Months

Ended

June

30,

2022

For

the

Years

Ended

December

31,

2021

2020

2019

2018

2017

NET

ASSET

VALUE,

Beginning

of

Period

$

25.95‌

$

30.96‌

$

21.76‌

$

17.71‌

$

18.81‌

$

18.74‌

INVESTMENT

OPERATIONS

Net

investment

loss

(a)

(0.08‌)

(0.38‌)

(0.28‌)

(0.25‌)

(0.21‌)

(0.33‌)

Net

realized

and

unrealized

gain

(loss)

(9.30‌)

3.32‌

11.66‌

4.78‌

(0.12‌)

5.43‌

Total

from

Investment

Operations

(9.38‌)

2.94‌

11.38‌

4.53‌

(0.33‌)

5.10‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

realized

gain

–‌

(7.95‌)

(2.18‌)

(0.48‌)

(0.77‌)

(5.03‌)

Total

Distributions

to

Shareholders

–‌

(7.95‌)

(2.18‌)

(0.48‌)

(0.77‌)

(5.03‌)

REDEMPTION

FEES(a)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

NET

ASSET

VALUE,

End

of

Period

$

16.57‌

$

25.95‌

$

30.96‌

$

21.76‌

$

17.71‌

$

18.81‌

TOTAL

RETURN

(36.15‌)%(c)

10.69‌%

52.85‌%

25.62‌%

(1.90‌)%

27.78‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

77,549‌

$

105,111‌

$

82,925‌

$

50,637‌

$

33,801‌

$

13,919‌

Ratios

to

Average

Net

Assets:

Net

investment

loss

(0.79‌)%(d)

(1.14‌)%

(1.17‌)%

(1.20‌)%

(1.02‌)%

(1.61‌)%

Net

expenses

1.35‌%(d)

1.35‌%

1.35‌%

1.35‌%

1.37‌%

1.80‌%

Gross

expenses

(e)

1.59‌%(d)

1.61‌%

1.78‌%

1.98‌%

2.32‌%

3.15‌%

PORTFOLIO

TURNOVER

RATE

165‌%(c)

264‌%

314‌%

252‌%

220‌%

294‌%

footertext

(a)

Calculated

based

on

average

shares

outstanding

during

each

period.

(b)

Less

than

$0.01

per

share.

(c)

Not

annualized.

(d)

Annualized.

(e)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

Lisanti

Small

Cap

Growth

Fund

NOTES

TO

FINANCIAL

STATEMENTS

June

30,

2022

12

Note

1.

Organization

The

Lisanti

Small

Cap

Growth

Fund

(the

“Fund”)

is

a

diversified

portfolio

of

Forum

Funds

(the

“Trust”).

The

Trust

is

a

Delaware

statutory

trust

that

is

registered

as

an

open-end,

management

investment

company

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“Act”).

Under

its

Trust

Instrument,

the

Trust

is

authorized

to

issue

an

unlimited

number

of

the

Fund’s

shares

of

beneficial

interest

without

par

value.

The

Fund

commenced

operations

on

February

27,

2004.

The

Fund

seeks

maximum

capital

appreciation.

Note

2.

Summary

of

Significant

Accounting

Policies

The

Fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

under

Financial

Accounting

Standards

Board

Accounting

Standards

Codification

Topic

946,

“Financial

Services

–

Investment

Companies.”

These

financial

statements

are

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(“GAAP”),

which

require

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities,

the

disclosure

of

contingent

liabilities

at

the

date

of

the

financial

statements,

and

the

reported

amounts

of

increases

and

decreases

in

net

assets

from

operations

during

the

fiscal

period.

Actual

amounts

could

differ

from

those

estimates.

The

following

summarizes

the

significant

accounting

policies

of

the

Fund:

Security

Valuation

–

Securities

are

valued

at

market

prices

using

the

last

quoted

trade

or

official

closing

price

from

the

principal

exchange

where

the

security

is

traded,

as

provided

by

independent

pricing

services

on

each

Fund

business

day.

In

the

absence

of

a

last

trade,

securities

are

valued

at

the

mean

of

the

last

bid

and

ask

price

provided

by

the

pricing

service.

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

if

(1)

market

quotations

are

not

readily

available

or

(2)

the

Adviser,

as

defined

in

Note

3,

believes

that

the

values

available

are

unreliable.

The

Trust’s

Valuation

Committee,

as

defined

in

the

Fund’s

registration

statement,

performs

certain

functions

as

they

relate

to

the

administration

and

oversight

of

the

Fund’s

valuation

procedures.

Under

these

procedures,

the

Valuation

Committee

convenes

on

a

regular

and

ad

hoc

basis

to

review

such

investments

and

considers

a

number

of

factors,

including

valuation

methodologies

and

significant

unobservable

inputs,

when

arriving

at

fair

value.

The

Valuation

Committee

may

work

with

the

Adviser

to

provide

valuation

inputs.

In

determining

fair

valuations,

inputs

may

include

market-based

analytics

that

may

consider

related

or

comparable

assets

or

liabilities,

recent

transactions,

market

multiples,

book

values

and

other

relevant

investment

information.

Adviser

inputs

may

include

an

income-based

approach

in

which

the

anticipated

future

cash

flows

of

the

investment

are

discounted

in

determining

fair

value.

Discounts

may

also

be

applied

based

on

the

nature

or

duration

of

any

restrictions

on

the

disposition

of

the

investments.

The

Valuation

Committee

performs

regular

reviews

of

valuation

methodologies,

key

inputs

and

assumptions,

disposition

analysis

and

market

activity.

Lisanti

Small

Cap

Growth

Fund

NOTES

TO

FINANCIAL

STATEMENTS

June

30,

2022

13

Fair

valuation

is

based

on

subjective

factors

and,

as

a

result,

the

fair

value

price

of

an

investment

may

differ

from

the

security’s

market

price

and

may

not

be

the

price

at

which

the

asset

may

be

sold.

Fair

valuation

could

result

in

a

different

NAV

than

a

NAV

determined

by

using

market

quotes.

GAAP

has

a

three-tier

fair

value

hierarchy.

The

basis

of

the

tiers

is

dependent

upon

the

various

“inputs”

used

to

determine

the

value

of

the

Fund’s

investments.

These

inputs

are

summarized

in

the

three

broad

levels

listed

below:

Level

1

-

Quoted

prices

in

active

markets

for

identical

assets

and

liabilities.

Level

2

-

Prices

determined

using

significant

other

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

prepayment

speeds,

credit

risk,

etc.).

Short-term

securities

with

maturities

of

sixty

days

or

less

are

valued

at

amortized

cost,

which

approximates

market

value,

and

are

categorized

as

Level

2

in

the

hierarchy.

Municipal

securities,

long-term

U.S.

government

obligations

and

corporate

debt

securities

are

valued

in

accordance

with

the

evaluated

price

supplied

by

a

pricing

service

and

generally

categorized

as

Level

2

in

the

hierarchy.

Other

securities

that

are

categorized

as

Level

2

in

the

hierarchy

include,

but

are

not

limited

to,

warrants

that

do

not

trade

on

an

exchange,

securities

valued

at

the

mean

between

the

last

reported

bid

and

ask

quotation

and

international

equity

securities

valued

by

an

independent

third

party

with

adjustments

for

changes

in

value

between

the

time

of

the

securities’

respective

local

market

closes

and

the

close

of

the

U.S.

market.

Level

3

-

Significant

unobservable

inputs

(including

the

Fund’s

own

assumptions

in

determining

the

fair

value

of

investments).

The

aggregate

value

by

input

level,

as

of

June

30,

2022,

for

the

Fund’s

investments

is

included

in

the

Fund’s

Schedule

of

Investments.

Security

Transactions,

Investment

Income

and

Realized

Gain

and

Loss

–

Investment

transactions

are

accounted

for

on

the

trade

date.

Dividend

income

is

recorded

on

the

ex-dividend

date.

Foreign

dividend

income

is

recorded

on

the

ex-dividend

date

or

as

soon

as

possible

after

determining

the

existence

of

a

dividend

declaration

after

exercising

reasonable

due

diligence.

Income

and

capital

gains

on

some

foreign

securities

may

be

subject

to

foreign

withholding

taxes,

which

are

accrued

as

applicable.

Interest

income

is

recorded

on

an

accrual

basis.

Premium

is

amortized

to

the

next

call

date

above

par

and

discount

is

accreted

to

maturity

using

the

effective

interest

method.

Identified

cost

of

investments

sold

is

used

to

determine

the

gain

and

loss

for

both

financial

statement

and

federal

income

tax

purposes.

Distributions

to

Shareholders

–

Distributions

to

shareholders

of

net

investment

income,

if

any,

are

declared

and

paid

quarterly.

Distributions

to

shareholders

of

net

capital

gains

and

foreign

currency

gains,

if

any,

are

declared

and

paid

at

least

annually.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Distributions

are

based

on

amounts

calculated

in

accordance

with

applicable

federal

income

tax

regulations,

which

may

differ

from

GAAP.

These

differences

are

due

primarily

to

differing

treatments

of

income

and

gain

Lisanti

Small

Cap

Growth

Fund

NOTES

TO

FINANCIAL

STATEMENTS

June

30,

2022

14

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.

Commitments

and

Contingencies

–

In

the

normal

course

of

business,

the

Fund

enters

into

contracts

that

provide

general

indemnifications

by

the

Fund

to

the

counterparty

to

the

contract.

The

Fund’s

maximum

exposure

under

these

arrangements

is

dependent

on

future

claims

that

may

be

made

against

the

Fund

and,

therefore,

cannot

be

estimated;

however,

based

on

experience,

the

risk

of

loss

from

such

claims

is

considered

remote.

The

Fund

has

determined

that

none

of

these

arrangements

requires

disclosure

on

the

Fund’s

balance

sheet.

Redemption

Fees

–

A

shareholder

who

redeems

or

exchanges

shares

within

30

days

of

purchase

will

incur

a

redemption

fee

of

1.00%

of

the

current

NAV

of

shares

redeemed

or

exchanged,

subject

to

certain

limitations.

The

fee

is

charged

for

the

benefit

of

the

remaining

shareholders

and

will

be

paid

to

the

Fund

to

help

offset

transaction

costs.

The

fee

is

accounted

for

as

an

addition

to

paid-in

capital.

The

Fund

reserves

the

right

to

modify

the

terms

of

or

terminate

the

fee

at

any

time.

There

are

limited

exceptions

to

the

imposition

of

the

redemption

fee.

Redemption

fees

incurred

for

the

Fund,

if

any,

are

reflected

on

the

Statements

of

Changes

in

Net

Assets.

Note

3.

Fees

and

Expenses

Investment

Adviser

–

Lisanti

Capital

Growth,

LLC

(the

“Adviser”)

is

the

investment

adviser

to

the

Fund.

Pursuant

to

an

investment

advisory

agreement,

the

Adviser

receives

an

advisory

fee,

payable

monthly,

from

the

Fund

at

an

annual

rate

of

0.95%

of

the

Fund’s

average

daily

net

assets.

Shareholder

Service

Plan

–

The

Trust

has

adopted

a

shareholder

service

plan

for

the

Fund

under

which

the

Fund

may

reimburse

the

Fund’s

administrator

for

amounts

paid

by

the

administrator

for

providing

shareholder

service

activities

that

are

not

otherwise

provided

by

the

transfer

agent.

The

Fund’s

administrator

may

make

such

payments

to

various

financial

institutions,

including

the

Adviser,

that

provide

shareholder

servicing

to

Lisanti

Small

Cap

Growth

Fund

NOTES

TO

FINANCIAL

STATEMENTS

June

30,

2022

15

their

customers

invested

in

the

Fund

in

amounts

of

up

to

0.25%

annually

of

the

average

daily

net

assets

of

the

Fund.

Distribution

–

Foreside

Fund

Services,

LLC

(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

Fund

does

not

have

a

distribution

(12b-1)

plan;

accordingly,

the

Distributor

does

not

receive

compensation

from

the

Fund

for

its

distribution

services.

The

Adviser

compensates

the

Distributor

directly

for

its

services.

The

Distributor

is

not

affiliated

with

the

Adviser

or

Atlantic

Fund

Administration,

LLC,

a

wholly

owned

subsidiary

of

Apex

US

Holdings

LLC

(d/b/a

Apex

Fund

Services)

(“Apex”)

or

their

affiliates.

Other

Service

Providers

–

Apex

provides

fund

accounting,

fund

administration,

compliance

and

transfer

agency

services

to

the

Fund.

The

fees

related

to

these

services

are

included

in

Fund

services

fees

within

the

Statement

of

Operations.

Apex

also

provides

certain

shareholder

report

production

and

EDGAR

conversion

and

filing

services.

Pursuant

to

an

Apex

Services

Agreement,

the

Fund

pays

Apex

customary

fees

for

its

services.

Apex

provides

a

Principal

Executive

Officer,

a

Principal

Financial

Officer,

a

Chief

Compliance

Officer

and

an

Anti-Money

Laundering

Officer

to

the

Fund,

as

well

as

certain

additional

compliance

support

functions.

Trustees

and

Officers

–

Each

Independent

Trustee’s

annual

retainer

is

$45,000

($55,000

for

the

Chairman).

The

Audit

Committee

Chairman

receives

an

additional

$2,000

annually.

The

Trustees

and

Chairman

may

receive

additional

fees

for

special

Board

meetings.

Each

Trustee

is

also

reimbursed

for

all

reasonable

out-

of-pocket

expenses

incurred

in

connection

with

his

or

her

duties

as

a

Trustee,

including

travel

and

related

expenses

incurred

in

attending

Board

meetings.

The

amount

of

Trustees’

fees

attributable

to

the

Fund

is

disclosed

in

the

Statement

of

Operations.

Certain

officers

of

the

Trust

are

also

officers

or

employees

of

the

above

named

service

providers,

and

during

their

terms

of

office

received

no

compensation

from

the

Fund.

Note

4.

Fees

Waived

The

Adviser

has

contractually

agreed

to

waive

its

fee

and/or

reimburse

expenses

to

limit

total

annual

fund

operating

expenses

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

proxy

expenses,

and

extraordinary

expenses)

to

1.35%

through

April

30,

2023.

Other

Fund

service

providers

have

voluntarily

agreed

to

waive

a

portion

of

their

fees.

The

contractual

waivers

may

only

be

raised

or

eliminated

with

the

consent

of

the

Board

and

voluntary

fee

waivers

may

be

reduced

or

eliminated

at

any

time.

For

the

period

ended

June

30,

2022

,

fees

waived

were

as

follows:

The

Adviser

may

be

reimbursed

by

the

Fund

for

fees

waived

and

expenses

reimbursed

by

the

Adviser

pursuant

to

the

Expense

Cap

if

such

payment

is

made

within

three

years

of

the

fee

waiver

or

expense

Investment

Adviser

Fees

Waived

Other

Waivers

Total

Fees

Waived

and

Expenses

Reimbursed

$

86,019‌

$

29,383‌

$

115,402‌

Lisanti

Small

Cap

Growth

Fund

NOTES

TO

FINANCIAL

STATEMENTS

June

30,

2022

16

reimbursement,

and

does

not

cause

the

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

to

exceed

the

lesser

of

(i)

the

then-current

expense

cap

and

(ii)

the

expense

cap

in

place

at

the

time

the

fees/expenses

were

waived/reimbursed.

As

of

June

30,

2022,

$480,592

is

subject

to

recapture

by

the

Adviser.

Note

5.

Security

Transactions

The

cost

of

purchases

and

proceeds

from

sales

of

investment

securities

(including

maturities),

other

than

short-term

investments

during

the

period

ended

June

30,

2022,

totaled

$169,380,920

and

$153,413,904,

respectively.

Note

6.

Federal

Income

Tax

As

of

June

30,

2022

,

the

cost

of

investments

for

federal

income

tax

purposes

is

substantially

the

same

as

for

financial

statement

purposes

and

the

components

of

net

unrealized

appreciation

consists

of:

As

of

December

31,

2021,

distributable

earnings

on

a

tax

basis

were

as

follows:

The

difference

between

components

of

distributable

earnings

on

a

tax

basis

and

the

amounts

reflected

in

the

Statement

of

Assets

and

Liabilities

are

primarily

due

to

wash

sales.

For

tax

purposes,

the

current

year

post

October

loss

was

$

558,002

(realized

during

the

period

November

1,

2021

through

December

31,

2021

).

This

loss

was

recognized

for

tax

purposes

on

the

first

business

day

of

the

Fund’s

current

fiscal

year,

January

1,

2022.

Note

7.

Subsequent

Events

Subsequent

events

occurring

after

the

date

of

this

report

through

the

date

these

financial

statements

were

issued

have

been

evaluated

for

potential

impact,

and

the

Fund

has

had

no

such

events.

Management

has

evaluated

the

need

for

additional

disclosures

and/or

adjustments

resulting

from

subsequent

events.

Based

on

this

evaluation,

no

additional

disclosures

or

adjustments

were

required.

Gross

Unrealized

Appreciation

$

2,766,111‌

Gross

Unrealized

Depreciation

(6,352,865‌)

Net

Unrealized

Depreciation

$

(3,586,754‌)

Undistributed

Long-Term

Gain

$

1,685,282‌

Capital

and

Other

Losses

(558,002‌)

Unrealized

Appreciation

15,262,713‌

Total

$

16,389,993‌

Lisanti

Small

Cap

Growth

Fund

ADDITIONAL

INFORMATION

June

30,

2022

17

Proxy

Voting

Information

A

description

of

the

policies

and

procedures

that

the

Fund

uses

to

determine

how

to

vote

proxies

relating

to

securities

held

in

the

Fund’s

portfolio

is

available,

without

charge

and

upon

request,

by

calling

(800)

441-7031

and

on

the

U.S.

Securities

and

Exchange

Commission's

(the

"SEC")

website

at

www.sec.gov.

The

Fund’s

proxy

voting

record

for

the

most

recent

twelve-month

period

ended

June

30

is

available,

without

charge

and

upon

request,

by

calling

(800)

441-7031

and

on

the

SEC’s

website

at

www.sec.gov.

Availability

of

Quarterly

Portfolio

Schedules

The

Fund

files

its

complete

schedule

of

portfolio

holdings

with

the

SEC

for

the

first

and

third

quarters

of

each

fiscal

year

on

Form

N-PORT.

Forms

N-PORT

are

available

free

of

charge

on

the

SEC’s

website

at

www.sec.gov.

Shareholder

Expense

Example

As

a

shareholder

of

the

Fund,

you

incur

two

types

of

costs:

(1)

transaction

costs,

including

redemption

fees

and

exchange

fees,

and

(2)

ongoing

costs,

including

management

fees

and

other

Fund

expenses.

This

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

Fund,

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

The

example

is

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

for

the

entire

period

from

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

of

the

table

below

provides

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

You

may

use

this

information

to

compare

the

ongoing

costs

of

investing

in

the

Fund

and

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

the

expenses

shown

in

the

table

are

meant

to

highlight

your

ongoing

costs

only

and

do

not

reflect

any

transactional

costs,

such

as

redemption

fees

and

exchange

fees.

Therefore,

the

second

line

of

the

table

is

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

Lisanti

Small

Cap

Growth

Fund

ADDITIONAL

INFORMATION

June

30,

2022

18

of

owning

different

funds.

In

addition,

if

these

transactional

costs

had

been

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*

Actual

$

1,000.00

$

638.54

$

5.48

1.35%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,018.10

$

6.76

1.35%

*

Expenses

are

equal

to

the

Fund’s

annualized

expense

ratio

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half-year

(181)

divided

by

365

to

reflect

the

half-year

period.

Lisanti

Small

Cap

Growth

Fund

P.O.

Box

588

Portland,

ME

04112

(800)

441-7031

www.lisantismallcap.com

Investment

Adviser

Lisanti

Capital

Growth,

LLC

777

Third

Avenue,

14th

Floor

New

York,

NY

10017

Distributor

Foreside

Fund

Services,

LLC

Three

Canal

Plaza

Suite

100

Portland,

ME

04101

www.foreside.com

This

report

is

submitted

for

the

general

information

of

the

shareholders

of

the

Fund.

It

is

not

authorized

for

distribution

to

prospective

investors

unless

preceded

or

accompanied

by

an

effective

prospectus,

which

includes

information

regarding

the

Fund’s

risks,

objectives,

fees

and

expenses,

experience

of

its

management

and

other

information.

228

-

SAR

-

0622

Semi-Annual

Report

JUNE

30,

2022

(

Unaudited

)

Table

of

Contents

A

Message

to

Our

Shareholders

1

Performance

Chart

and

Analysis

7

Schedule

of

Investments

8

Statement

of

Assets

and

Liabilities

11

Statement

of

Operations

12

Statements

of

Changes

in

Net

Assets

13

Financial

Highlights

14

Notes

to

Financial

Statements

15

Additional

Information

22

1

Polaris

Global

Value

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

JUNE

30,

2022

Dear

Fellow

Shareholder,

Rising

inflation

and

increasing

interest

rates

left

few

market

segments

unscathed

during

the

six-month

period.

The

MSCI

World

Index

suffered

the

biggest

first-half

year

percentage

drop

on

record,

while

the

S&P

500

fell

21%,

its

steepest

percentage

drop

for

the

first

six

months

of

a

year

since

1970.

Investment-grade

bonds

lost

11%,

posting

their

worst

start

to

a

year

in

history.

Seemingly

the

only

thing

that

rose

was

oil

prices,

which

surged

above

$100

a

barrel

and

U.S.

gas

prices

hit

new

highs,

as

the

Russia-Ukraine

war

curtailed

imports

from

the

region.

In

this

context,

the

MSCI

World

Index

was

down

-20.51%;

the

Polaris

Global

Value

Fund

(“the

Fund”)

outperformed,

down

-16.96%.

From

a

sector

perspective,

the

Fund

had

absolute

positive

returns

in

health

care

and

energy,

while

outperforming

the

benchmark

in

most

cyclical

sectors.

More

than

half

of

health

care

stocks

gained,

including

United

Therapeutics,

Jazz

Pharmaceuticals,

AbbVie

Inc,

United

Health

and

Elevance

Health.

Holdings

in

the

consumer

discretionary

sector

detracted

most

on

the

back

of

inflation

and

the

equally

daunting

prospect

of

a

recession;

discretionary

spends

are

typically

the

first

to

cut

in

such

environments.

Financials

underwhelmed

during

the

period

on

the

same

premise

as

described

above:

recessionary

concerns

about

lower

loan

demand

and

higher

defaults.

At

the

country

level,

the

Fund’s

significant

underweight

relative

to

the

benchmark

in

a

soured

United

States

market

was

a

major

contributor

to

outperformance.

The

Fund

also

got

a

boost

from

several

holdings

in

emerging

markets.

Stock

selection

in

the

overweight

U.K.

sector

hurt

results.

Polaris

was

the

recipient

of

a

2022

Refinitiv

Lipper

Fund

Award.

The

Polaris

Global

Value

Fund

posted

the

strongest

risk-

adjusted

returns

in

the

global

multi-cap

value

fund

category

for

the

10-year

period

through

November

30,

2021.

In

the

Refinitiv

Lipper

Global

Multi-Cap

Value

Fund

Universe,

a

total

of

64

funds

over

a

10-year

period

were

eligible

for

this

category

distinction.

The

Fund

has

been

recognized

with

Lipper

Awards

many

times

in

the

past,

including

2014,

2015,

2016,

2017,

2018,

2019,

2020

and

2021,

entering

the

rankings

for

3-,

5-

and

10-year

periods.

*Inception-to-date

(Inception

7/31/1989)

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Returns

for

more

than

one

year

are

annualized.

Investment

return

and

principal

value

will

fluctuate

so

that

an

investor's

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

For

the

most

recent

month

end

performance,

please

call

(888)

263-5594.

Short‐term

performance

is

not

a

good

indication

of

the

Fund's

future

performance,

and

an

investment

should

not

be

made

based

solely

on

returns.

As

stated

in

the

current

prospectus,

the

Fund’s

total

annual

operating

expense

ratio

is

1.21%.

The

Fund’s

annual

operating

expense

ratio

has

been

reduced

to

0.99%,

effective

as

of

January

1,

2014

through

April

30,

2023,

due

to

the

Adviser’s

contractual

agreement

to

waive

its

fee

and/or

reimburse

expenses

to

limit

Total

Annual

Fund

Operating

Expenses.

Shares

redeemed

or

exchanged

within

180

days

of

purchase

will

be

charged

a

1.00%

fee.

Fund

performance

returns

shown

do

not

reflect

this

fee;

if

reflected,

the

returns

would

have

been

lower.

2022

Annualized

As

of  June

30,

2022

YTD

Q

II

Q

I

1

Yr

3

Yrs

5

Yrs

10

Yrs

15

Yrs

20

Yrs

ITD

Polaris

Global

Value

Fund

-16.96%

-12.94%

-4.62%

-15.85%

3.29%

3.71%

8.86%

4.28%

7.76%

8.77%

MSCI

World

Index,

net

dividends

reinvested

-20.51%

-16.19%

-5.15%

-14.34%

7.00%

7.67%

9.51%

5.19%

7.32%

6.64%

2

Polaris

Global

Value

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

JUNE

30,

2022

SIX

MONTH

PERFORMANCE

ANALYSIS:

United

Therapeutics

(UTHR)

was

the

Fund’s

leading

contributor

in

the

health

care

sector,

as

the

U.S.-based

biotech

company

received

U.S.

Food

and

Drug

Administration

(FDA)

approval

of

its

Tyvaso

dry

power

inhaler.

UTHR

now

has

a

market-

leading

franchise

in

pulmonary

drugs,

while

continue

to

expand

is

pipeline

with

the

creation

of

a

3-D

printed

lung.

Jazz

Pharmaceuticals

posted

strong

earnings,

pointing

to

its

five-year

plan

of

strategic

product

launches

and

market

share

gains

from

Zywav.

AbbVie

reported

upbeat

full

year

guidance,

as

its

immunology

and

hematology

drug

treatments

gained

traction

while

its

ulcerative

colitis

drug,

Rinvoq,

was

approved

by

the

FDA.

New

drug

sales

are

expected

to

absorb

lost

revenue

when

AbbVie’s

Humira

goes

off

patent

in

2023.

U.S.

insurers

UnitedHealth

Group

and

Elevance

Health

(formerly

Anthem

Inc.)

both

had

good

first

quarter

2022

results,

with

a

rise

in

revenues

and

member

enrollments.

With

rising

profitability,

both

insurers

raised

earnings

expectations

for

the

full

year.

During

the

first

quarter

of

2022,

oil

prices

raced

higher

on

the

back

of

growing

demand

and

tight

supply.

The

trend

continued

through

much

of

the

second

quarter

as

well.

As

oil

prices

rose,

Marathon

Petroleum

and

Williams

Companies

gained

in

excess

of

20%.

U.S.-based

oil

refiner,

Marathon,

started

up

the

Dickinson

renewable

diesel

facility

and

continued

converting

the

Martinez

refinery

into

a

renewable

fuels

facility.

Williams

Companies,

an

operator

of

natural

gas

energy

infrastructure,

noted

gains

in

its

gathering

and

process

operations.

Sentiment

on

natural

gas

appears

to

be

shifting

as

a

viable

alternative

in

light

of

rising

consumer

energy

costs,

and

Williams

is

at

the

center

of

this

industry

in

the

U.S.,

with

record

volume

delivery

on

its

Transco

interstate

pipeline.

Among

other

top

individual

performers

were

German

telecom,

Deutsche

Telekom

(DT),

and

defense

IT

cybersecurity

firm,

Science

Applications

International

(SAIC).

SAIC

posted

higher

revenue,

earnings

per

share

and

net

bookings

on

the

back

of

Russian

cyber

warfare

concerns;

the

company

subsequently

boosted

guidance.

SAIC

also

announced

the

acquisition

of

Halfaker

&

Associates,

intending

to

expand

its

digital

technology

footprint

in

the

public

health

sector.

DT

reported

respectable

quarterly

results

and

raised

full

year

guidance

on

the

back

of

its

U.S.

T-Mobile

business.

T-Mobile

grew

high

single

digits

as

it

continues

to

take

market

share

from

Verizon

and

AT&T.

DT

also

announced

the

sale

of

its

40,000+

cell

tower

portfolio

across

Germany

and

Austria,

seeking

to

fetch

a

price

of

$22

billion.

The

sale

is

expected

to

cut

DT’s

debt

and

fund

the

acquisition

of

a

higher

ownership

stake

in

T-Mobile.

The

Federal

Reserve

and

other

central

banks

worldwide

raised

interest

rates

in

an

attempt

to

cool

inflation;

however,

there

is

a

fine

balance

between

taming

inflation

and

avoiding

a

recession.

In

the

face

of

dour

economic

prospects,

cyclical

sectors

were

shunned

in

favor

of

traditional

defensives.

As

a

result,

the

Fund’s

holdings

in

materials,

financials

and

consumer

discretionary

detracted

most

from

returns.

Amcor,

the

U.K.

consumer

packaging

company,

was

the

top

contributor

in

an

otherwise

underwhelming

materials

sector.

The

company

delivered

strong

numbers

on

product

mix

and

price

increases.

Investors

also

lauded

Amcor’s

strategic

acquisition

of

ExxonMobil’s

Exxtend

technology,

which

will

increase

the

amount

of

recycled

content

in

its

packaging.

With

inflationary

raw

material

prices,

chemical/packaging

companies

saw

a

margin

squeeze.

Berry

Global

Group,

BASF

SE,

Solvay

SA

and

a

few

other

stocks

suffered

double-digit

declines

as

these

companies

have

yet

to

raise

downstream

prices

enough

to

offset

higher

raw

material

prices.

The

investment

team

marked

down

the

position

in

Alrosa

PJSC,

the

Russian

diamond

miner,

to

effectively

zero

in

light

of

the

ongoing

sanctions,

and

will

likely

divest

Alrosa

when

restrictions

are

lifted.

3

Polaris

Global

Value

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

JUNE

30,

2022

Among

financials,

the

stock

price

of

flatexDEGIRO

AG

halved

during

the

semi-annual

period

on

general

market

volatility.

The

German

online

discount

brokerage

firm

actually

posted

higher

quarterly

revenues

and

added

to

its

customer

base,

but

numbers

failed

to

meet

analyst

expectations.

A

handful

of

U.S.

banks

also

declined,

as

aggressive

interest

rate

increases

had

an

immediate

impact

on

short-term

rates,

causing

a

temporarily

inverted

yield

curve.

But

these

rates

should

eventually

prove

a

positive

to

net

interest

margins,

as

banks

take

advantage

of

the

difference

between

interest

paid

to

customers

and

interest

earned

by

investing.

High

gas

prices

had

a

deleterious

impact

on

purchasing

power

as

end

consumers,

especially

in

the

lower-

and

middle-

income

brackets,

forsook

discretionary

buys

in

favor

of

staples.

The

spending

dilemma

worsened

by

the

higher

price

of

goods

–

from

cars

and

apparel

retailers

to

televisions

and

appliances.

As

a

result,

stocks

like

Crocs,

Inc.

and

Sony

Group

Corp

declined

in

excess

of

-30%

for

the

six

month

period

ended

June

30,

2022,

notwithstanding

good

fundamentals.

Despite

reporting

positive

operations

and

outlook,

homebuilders

Bellway

and

Taylor

Wimpey

were

hit

hard

on

the

ongoing

cost

burdens

and

uncertainties

around

cladding

and

remediating

fire

safety

defects

in

U.K.

buildings.

For

the

six-month

period,

we

sold

Sumitomo

Mitsui

Trust

Holding,

Andritz

AG,

Laboratory

Corp.

of

America,

LG

Electronics

and

Svenska

Handelsbanken

in

favor

of

more

defensive

plays.

For

example,

the

consumer

staples

sector

has

been

trading

at

an

extreme

discount

to

its

own

history;

consumers

will

purchase

food

staples

regardless

of

inflation

or

recession.

Therefore,

we

purchased

British

frozen

foods

company,

Nomad

Foods.

Financials

continued

to

have

some

of

the

cheapest

valuations,

having

struggled

with

low

interest

rates

for

years;

it

is

only

a

matter

of

time

before

higher

interest

rates

boost

financials’

net

interest

margins.

We

purchased

SLM

Corp.

in

this

context,

and

the

company’s

recent

quarterly

results

are

already

bearing

fruit.

Other

new

buys

included

Sally

Beauty

Holdings

and

The

Carlyle

Group,

as

well

as

Open

Text

Corp

and

NOV

Inc.

NOV

Inc.,

an

oil

services

equipment

company

that

provides

equipment

and

rigs

for

oil

exploration

and

production,

is

likely

to

be

a

late-stage

beneficiary

of

the

current

oil

industry

environment.

These

more

defensive

investments

may

provide

downside

protection

in

the

event

of

more

economic

volatility

as

the

Russian-Ukraine

conflict

and

higher

interest

rates

weigh

on

economic

activity.

The

following

table

shows

the

Fund’s

asset

allocation

at

June

30,

2022.

Table

may

not

cross

foot

due

to

rounding.

MSCI

World

Index

Portfolio

Weight

Energy

Utilities

Materials

Industrials

Consumer

Discretionary

Consumer

Staples

Health

Care

Financials

Info.

Tech.

Comm.

Services

Real

Estate

Cash

N.

America

72.3%

50.2%

4.7%

1.0%

3.6%

5.5%

3.6%

2.6%

8.6%

13.1%

5.6%

2.0%

0.0%

0.0%

Japan

6.2%

7.9%

0.0%

0.0%

0.6%

1.4%

2.0%

0.8%

0.0%

0.0%

1.1%

1.1%

1.0%

0.0%

Other

Asia

3.5%

8.4%

0.0%

0.0%

0.0%

0.8%

2.1%

0.0%

0.0%

1.7%

2.8%

0.9%

0.0%

0.0%

Europe

15.8%

24.6%

0.0%

0.0%

5.5%

2.5%

4.7%

1.4%

3.0%

4.0%

0.0%

3.4%

0.0%

0.0%

Scandinavia

2.2%

5.5%

0.0%

0.0%

1.2%

1.6%

0.2%

0.0%

0.0%

2.4%

0.0%

0.0%

0.0%

0.0%

Africa

&

S.

America

0.0%

1.2%

0.0%

0.0%

0.8%

0.0%

0.0%

0.0%

0.0%

0.5%

0.0%

0.0%

0.0%

0.0%

Cash

0.0%

2.2%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

1.3%

Portfolio

Totals

100.0%

4.7%

1.0%

11.7%

11.7%

12.6%

4.8%

11.6%

21.6%

9.6%

7.5%

1.0%

2.2%

MSCI

World

Weight

5.0%

3.2%

4.3%

9.9%

10.6%

7.8%

14.1%

13.6%

21.1%

7.6%

2.9%

0.0%

4

Polaris

Global

Value

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

JUNE

30,

2022

INVESTMENT

ENVIRONMENT

AND

STRATEGY:

After

more

than

10

years

of

economic

expansion,

when

annual

worldwide

consumer

price

inflation

averaged

a

paltry

2.4%

(per

World

Bank

statistics),

consumers

are

now

dealing

with

price

increases

of

magnitudes

they

haven’t

faced

in

several

decades.

The

COVID-19

pandemic

caused

sudden

shifts

in

consumer

spending

and

manufacturing,

as

plants

shut

down

on

social

distancing

requirements.

Inventory

dwindled

and

supply

chains

dried

up.

In

whipsaw

fashion,

consumerism

resumed

as

COVID

restrictions

eased;

production

and

supply

chains

failed

to

match

pace

with

pent

up

demand.

Ongoing

supply

chain

disruptions

led

to

increased

price

pressures,

starting

with

companies’

raw

materials

and

input

costs

that

flowed

through

to

the

end

consumer.

Inflation

persists

even

though

global

central

banks

keep

raising

interest

rates;

more

draconian

measures

may

be

necessary

to

temper

inflation,

which

will

inevitably

lead

to

a

recession.

The

economic

slowdown

will

be

hastened

by

impediments

to

global

trade,

most

notably

the

Russia-Ukraine

conflict,

sanctions

impacting

critical

supplies

and

materials,

less

favorable

relations

between

the

West

and

Russia

and

China

and

more

European

fiscal

funds

diverted

to

defense.

Our

view

is

that

central

banks

will

attempt

to

balance

the

need

to

control

inflation

but

if

their

actions

substantially

increase

interest

rates

this

could

increase

government

borrowing

costs

so

much

that

it

will

impair

the

fiscal

balance

of

governments.

We

remain

concerned

such

a

scenario

looks

very

much

like

an

organization

in

financial

distress.

Hence,

if

inflation

can

somehow

erode

the

value

of

government

debt

it

may

be

a

better

alternative

that

a

debt

restructuring

that

will

have

broad

implications

for

sovereign

credit

ratings.

Meanwhile,

the

substantial

declines

in

the

real

value

of

debt

portfolios

are

greater

than

investors

have

seen

in

history.

For

this

reason,

we

are

firmly

of

the

view

that

equity

portfolios

are

a

better

alternative,

since

companies

can

and

are

adjusting

prices

of

their

goods

and

services

to

allow

cash

flow

to

grow

in

nominal

and

real

terms.

Within

equity

markets,

we

have

seen

how

just

small

increases

in

interest

rates

have

caused

large

losses

in

highly

valued

stocks,

with

the

Nasdaq

100

Index

(comprised

of

FAANG

stocks

and

similar

ilk)

down

-29.5%

year-to-date.

Again,

we

emphasize

value

investments

that

generate

sustainable

cash

flows

over

multiple

market

cycles

should

perform

better.

Given

the

potential

for

a

recession,

we

aim

to

strategically

reposition

the

Fund,

adding

more

defensive

companies

and

reducing

weightings

in

economically-sensitive

sectors

and

geographies.

We

are

carefully

assessing

companies

with

higher

debt

levels

that

may

be

negatively

impacted

by

higher

interest

rates,

and

will

update

the

Fund’s

holdings

as

our

research

dictates.

We

intend

to

purchase

opportunistically

on

further

downturns,

seeking

new

companies

that

further

de-risk

and

diversify

the

Fund.

We

expect

that

our

patient,

fundamental

research

efforts,

on

a

backdrop

of

macro-economics,

will

allow

us

to

continue

to

outperform

in

this

trying

climate.

As

always,

we

welcome

your

questions

and

comments.

Sincerely,

Bernard

R.

Horn,

Jr.,

Shareholder

and

Portfolio

Manager

5

Polaris

Global

Value

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

JUNE

30,

2022

As

of

June

30,

2022,

the

Fund’s

largest

equity

holdings

and

the

percentages

they

represent

in

the

Fund’s

portfolio

market

value

were

as

follows

and

are

subject

to

change:

The

Fund’s

annual

performance

as

compared

to

the

benchmark

has

been

as

follows:

Historical

Calendar

Year

Annual

Returns

(years

ended

December

31)

Percentage

of

Issuer

Total

Market

Value

United

Therapeutics

Corp.

2.2%

Marathon

Petroleum

Corp.

2.2%

Elevance

Health,

Inc.

1.7%

Popular,

Inc.

1.7%

AbbVie,

Inc.

1.6%

Percentage

of

Issuer

Total

Market

Value

Chubb,

Ltd.

1.6%

CVS

Health

Corp.

1.6%

General

Dynamics

Corp.

1.6%

Williams

Cos.,

Inc.

1.5%

UnitedHealth

Group,

Inc.

1.5%

Polaris

Global

Value

Fund

MSCI

World

Index

2021

15.3

6

%

21.82%

2020

6.6

8

%

15.90%

2019

22.79%

27.67%

2018

-12.66%

-8.71%

2017

20.61%

22.40%

2016

11.67%

7.51%

2015

1.55%

-0.87%

2014

3.68%

4.94%

2013

36.94%

26.68%

2012

21.00%

15.83%

2011

-8.16%

-5.54%

2010

20.64%

11.76%

2009

35.46%

29.99%

2008

-46.19%

-40.71%

2007

-3.97%

9.04%

2006

24.57%

20.07%

Polaris

Global

Value

Fund

MSCI

World

Index

2005

10.52%

9.49%

2004

23.63%

14.72%

2003

47.06%

33.11%

2002

3.82%

-19.89%

2001

2.21%

-16.82%

2000

-5.82%

-13.18%

1999

16.50%

24.94%

1998

-8.85%

24.34%

1997

34.55%

15.76%

1996

23.34%

13.48%

1995

31.82%

20.72%

1994

-2.78%

5.08%

1993

25.70%

22.50%

1992

9.78%

-5.23%

1991

17.18%

18.28%

1990

-11.74%

-17.02%

6

Polaris

Global

Value

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

JUNE

30,

2022

IMPORTANT

INFORMATION

The

Fund

invests

in

securities

of

foreign

issuers,

including

issuers

located

in

countries

with

emerging

capital

markets.

Investments

in

such

securities

entail

certain

risks

not

associated

with

investments

in

domestic

securities,

such

as

volatility

of

currency

exchange

rates,

and

in

some

cases,

political

and

economic

instability

and

relatively

illiquid

markets.

Options

trading

involves

risk

and

is

not

suitable

for

all

investors.

Fund

performance

includes

reinvestment

of

dividends

and

capital

gains.

During

the

period,

some

of

the

Fund’s

fees

were

waived

or

expenses

reimbursed.

In

the

absence

of

these

waivers

and

reimbursements,

performance

figures

would

be

lower.

On

June

1,

1998,

a

limited

partnership

managed

by

the

adviser

reorganized

into

the

Fund.

The

predecessor

limited

partnership

maintained

an

investment

objective

and

investment

policies

that

were,

in

all

material

respects,

equivalent

to

those

of

the

Fund.

The

Fund’s

performance

for

the

periods

before

June

1,

1998

is

that

of

the

limited

partnership

and

includes

the

expenses

of

the

limited

partnership.

If

the

limited

partnership’s

performance

had

been

readjusted

to

reflect

the

second

year

expenses

of

the

Fund,

the

Fund’s

performance

for

all

the

periods

would

have

been

lower.

The

limited

partnership

was

not

registered

under

the

Investment

Company

Act

of

1940

and

was

not

subject

to

certain

investment

limitations,

diversification

requirements,

and

other

restrictions

imposed

by

the

1940

Act

and

the

Internal

Revenue

Code,

which,

if

applicable,

may

have

adversely

affected

its

performance.

The

MSCI

World

Index

measures

the

performance

of

a

diverse

range

of

global

stock

markets

in

the

United

States,

Canada,

Europe,

Australia,

New

Zealand,

Israel

and

the

Far

East.

The

MSCI

World

Index

is

unmanaged

and

does

include

the

reinvestment

of

dividends,

net

of

withholding

taxes.

The

S&P

500

Total

Return

Index

is

a

broad-based,

unmanaged

measurement

of

changes

in

stock

market

conditions

based

on

the

average

of

500

widely

held

common

stocks.

The

Nasdaq

100

Index

includes

100

of

the

largest

domestic

and

international

non-financial

companies

listed

on

The

Nasdaq

Stock

Market

based

on

market

capitalization.

The

Nasdaq

100

Index

reflects

companies

across

major

industry

groups

including

computer

hardware

and

software,

telecommunications,

retail/wholesale

trade

and

biotechnology.

One

cannot

invest

directly

in

an

index.

The

views

in

this

letter

were

those

of

the

Fund

manager

as

of

June

30,

2022

and

may

not

reflect

the

views

of

the

manager

after

the

publication

date.

These

views

are

intended

to

assist

shareholders

of

the

Fund

in

understanding

their

investment

and

do

not

constitute

investment

advice.

DEFINITIONS:

“FAANG”

is

an

acronym

that

refers

to

the

stocks

of

five

prominent

American

technology

companies:

Meta

(formerly

known

as

Facebook),

Amazon,

Apple,

Netflix

and

Alphabet

(formerly

known

as

Google).

Past

performance

is

no

guarantee

of

future

results.

The

Refinitiv

Lipper

Fund

Awards

are

based

on

the

Lipper

Leader

for

Consistent

Return

rating,

which

is

a

risk-adjusted

performance

measure

calculated

over

36,

60

and

120

months.

The

fund

with

the

highest

Lipper

Leader

for

Consistent

Return

(Effective

Return)

value

in

each

eligible

classification

wins

the

Lipper

Fund

Award.

The

Refinitiv

Lipper

Fund

Awards,

granted

annually,

highlight

funds

and

fund

companies

that

have

excelled

in

delivering

consistently

strong

risk-adjusted

performance

relative

to

their

peers.

Additional

information

is

available

at

www.

lipperfundawards.com.

7

Polaris

Global

Value

Fund

PERFORMANCE

CHART

AND

ANALYSIS

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

Polaris

Global

Value

Fund

(the

“Fund”)

compared

with

the

performance

of

the

benchmark,

MSCI

World

Index,

over

the

past

ten

fiscal

years.

The

MSCI

World

Index

captures

large

and

mid

cap

representation

across

23

developed

markets

countries:

Australia,

Austria,

Belgium,

Canada,

Denmark,

Finland,

France,

Germany,

Hong

Kong,

Ireland,

Israel,

Italy,

Japan,

the

Netherlands,

New

Zealand,

Norway,

Portugal,

Singapore,

Spain,

Sweden,

Switzerland,

the

United

Kingdom

and

the

United

States.

The

total

return

of

the

index

includes

the

reinvestment

of

dividends

and

income.

The

total

return

of

the

Fund

includes

operating

expenses

that

reduce

returns,

while

the

total

return

of

the

index

does

not

include

expenses.

The

Fund

is

professionally

managed,

while

the

index

is

unmanaged

and

is

not

available

for

investment.

Comparison

of

Change

in

Value

of

a

$10,000

Investment

Polaris

Global

Value

Fund

vs.

MSCI

World

Index

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratio

(gross)

is

1.21%.

However,

the

Fund’s

adviser has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

dividend

and

interest

expense

on

short

sales,

acquired

fund

fees

and

expenses,

proxy

expenses

and

extraordinary

expenses)

to

0.99%,

through

April

30,

2023

(the

“Expense

Cap”).

The

Expense

Cap

may

be

raised

or

eliminated

only

with

the

consent

of

the

Board

of

Trustees.

During

the

period,

certain

fees

were

waived

and/or

expenses

reimbursed;

otherwise,

returns

would

have

been

lower.

Shares

redeemed

or

exchanged

within

180

days

of

purchase

will

be

charged

a

1.00%

redemption

fee.

The

performance

table

and

graph

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

Fund

shares.

Returns

greater

than

one

year

are

annualized.

Because

of

ongoing

market

volatility,

Fund

performance

may

be

subject

to

substantial

short-term

changes.

For

the

most

recent

month-end

performance,

please

call

(888)

263-5594.

Average

Annual

Total

Returns

Periods

Ended

June

30,

2022

One

Year

Five

Year

Ten

Year

Polaris

Global

Value

Fund

-15.85%

3.71%

8.86%

MSCI

World

Index

-14.34%

7.67%

9.51%

Polaris

Global

Value

Fund

SCHEDULE

OF

INVESTMENTS

JUNE

30,

2022

8

See

Notes

to

Financial

Statements.

Shares

Security

Description

Value

Common

Stock

-

97.6%

Belgium

-

0.8%

36,870‌

Solvay

SA,

Class A

$

2,987,484‌

Canada

-

6.0%

707,500‌

Lundin

Mining

Corp.

4,485,084‌

71,230‌

Magna

International,

Inc.

3,911,231‌

140,237‌

Methanex

Corp.

5,356,940‌

122,700‌

Open

Text

Corp.

4,641,285‌

78,668‌

Toronto-Dominion

Bank

5,158,768‌

23,553,308‌

Chile

-

0.7%

210,600‌

Antofagasta

PLC

2,960,998‌

China

-

0.8%

1,990,000‌

Weichai

Power

Co.,

Ltd.

3,159,938‌

Colombia

-

0.5%

228,500‌

Bancolombia

SA

1,871,430‌

France

-

3.8%

132,000‌

Cie

Generale

des

Etablissements

Michelin

SCA

3,593,106‌

54,107‌

IPSOS

2,568,575‌

101,876‌

Publicis

Groupe

SA

4,981,466‌

40,353‌

Vinci

SA

3,592,782‌

14,735,929‌

Germany

-

5.7%

60,500‌

BASF

SE

2,632,725‌

238,642‌

Deutsche

Telekom

AG

4,738,108‌

167,400‌

flatexDEGIRO

AG 

(a)

1,592,876‌

85,272‌

Fresenius

SE

&

Co.

KGaA

2,582,527‌

27,200‌

Hannover

Rueck

SE

3,947,837‌

63,600‌

HeidelbergCement

AG

3,055,219‌

16,600‌

Muenchener

Rueckversicherungs-

Gesellschaft

AG

in

Muenchen,

Class R

3,900,176‌

22,449,468‌

Ireland

-

1.9%

1,829,141‌

Greencore

Group

PLC 

(a)

2,211,028‌

33,200‌

Jazz

Pharmaceuticals

PLC 

(a)

5,179,532��

7,390,560‌

Italy

-

0.4%

2,399,507‌

TREVI

-

Finanziaria

Industriale

SpA 

(a)

1,418,214‌

Japan

-

7.9%

98,600‌

Asahi

Group

Holdings,

Ltd.

3,230,226‌

248,400‌

Brother

Industries,

Ltd.

4,366,406‌

367,000‌

Daicel

Corp.

2,269,406‌

43,900‌

Daito

Trust

Construction

Co.,

Ltd.

3,788,834‌

150,500‌

Honda

Motor

Co.,

Ltd.

3,652,686‌

Shares

Security

Description

Value

Japan

-

7.9%

(continued)

131,900‌

KDDI

Corp.

$

4,169,510‌

586,500‌

Marubeni

Corp.

5,290,949‌

49,400‌

Sony

Group

Corp.

4,039,601‌

30,807,618‌

Norway

-

3.6%

243,896‌

DNB

Bank

ASA

4,371,690‌

329,537‌

SpareBank

1

SR-Bank

ASA

3,569,814‌

158,654‌

Sparebanken

Vest

1,404,574‌

116,600‌

Yara

International

ASA

4,872,490‌

14,218,568‌

Puerto

Rico

-

1.6%

84,300‌

Popular,

Inc.

6,485,199‌

Russia

-

0.0%

3,148,600‌

Alrosa

PJSC 

(b)

572‌

Singapore

-

1.0%

201,750‌

United

Overseas

Bank,

Ltd.

3,811,947‌

South

Korea

-

5.7%

18,600‌

Hyundai

Mobis

Co.,

Ltd.

2,850,739‌

91,400‌

Kia

Corp.

5,441,482‌

369,315‌

LG

Uplus

Corp.

3,626,592‌

80,766‌

Samsung

Electronics

Co.,

Ltd.

3,545,642‌

97,000‌

Shinhan

Financial

Group

Co.,

Ltd.

2,767,907‌

57,400‌

SK

Hynix,

Inc.

4,022,951‌

22,255,313‌

Sweden

-

1.9%

119,300‌

Duni

AB,

Class A 

(a)

951,625‌

100,203‌

Loomis

AB

2,437,059‌

272,600‌

SKF

AB,

Class B

4,010,489‌

7,399,173‌

Switzerland

-

2.6%

31,544‌

Chubb,

Ltd.

6,200,919‌

47,900‌

Novartis

AG

4,056,686‌

10,257,605‌

Taiwan

-

0.9%

640,000‌

Catcher

Technology

Co.,

Ltd.

3,562,312‌

United

Kingdom

-

9.4%

348,500‌

Amcor

PLC

4,331,855‌

708,411‌

Babcock

International

Group

PLC 

(a)

2,662,934‌

138,311‌

Bellway

PLC

3,613,135‌

60,128‌

Bunzl

PLC

1,990,140‌

4,681,050‌

Cineworld

Group

PLC 

(a)

1,196,631‌

442,719‌

Inchcape

PLC

3,748,202‌

15,513‌

Linde

PLC

4,460,453‌

239,838‌

Mondi

PLC

4,247,943‌

53,928‌

Next

PLC

3,846,889‌

171,300‌

Nomad

Foods,

Ltd. 

(a)

3,424,287‌

Polaris

Global

Value

Fund

SCHEDULE

OF

INVESTMENTS

JUNE

30,

2022

9

See

Notes

to

Financial

Statements.

At

June

30,

2022,

the

Fund

held

the

following

exchange

traded

futures

contracts: 

Shares

Security

Description

Value

United

Kingdom

-

9.4%

(continued)

2,488,317‌

Taylor

Wimpey

PLC

$

3,533,362‌

37,055,831‌

United

States

-

42.4%

40,551‌

AbbVie,

Inc.

6,210,791‌

142,300‌

Allison

Transmission

Holdings,

Inc.

5,471,435‌

51,200‌

Arrow

Electronics,

Inc. 

(a)

5,739,008‌

81,700‌

Avnet,

Inc.

3,503,296‌

76,400‌

Berry

Global

Group,

Inc. 

(a)

4,174,496‌

103,900‌

Brookline

Bancorp,

Inc.

1,382,909‌

14,200‌

Cambridge

Bancorp

1,174,340‌

45,800‌

Capital

One

Financial

Corp.

4,771,902‌

45,951‌

Carter's,

Inc.

3,238,626‌

363,600‌

Cinemark

Holdings,

Inc. 

(a)

5,461,272‌

219,774‌

Colony

Bankcorp,

Inc.

3,316,389‌

67,676‌

Crocs,

Inc. 

(a)

3,293,791‌

66,400‌

CVS

Health

Corp.

6,152,624‌

62,335‌

Dime

Community

Bancshares,

Inc.

1,848,233‌

13,700‌

Elevance

Health,

Inc.

6,611,346‌

21,800‌

FedEx

Corp.

4,942,278‌

27,467‌

General

Dynamics

Corp.

6,077,074‌

49,800‌

Ingredion,

Inc.

4,390,368‌

82,300‌

Intel

Corp.

3,078,843‌

108,963‌

International

Bancshares

Corp.

4,367,237‌

40,200‌

JPMorgan

Chase

&

Co.

4,526,922‌

25,800‌

M&T

Bank

Corp.

4,112,262‌

103,982‌

Marathon

Petroleum

Corp.

8,548,360‌

19,400‌

Microsoft

Corp.

4,982,502‌

52,076‌

NextEra

Energy,

Inc.

4,033,807‌

222,722‌

NOV,

Inc.

3,766,229‌

46,600‌

Premier

Financial

Corp.

1,181,310‌

290,200‌

Sally

Beauty

Holdings,

Inc. 

(a)

3,459,184‌

52,100‌

Science

Applications

International

Corp.

4,850,510‌

271,500‌

SLM

Corp.

4,327,710‌

107,200‌

The

Carlyle

Group,

Inc.

3,393,952‌

65,000‌

Tyson

Foods,

Inc.,

Class A 

(c)

5,593,900‌

36,600‌

United

Therapeutics

Corp. 

(a)

8,624,424‌

11,668‌

UnitedHealth

Group,

Inc.

5,993,035‌

187,700‌

Warner

Bros

Discovery,

Inc. 

(a)

2,518,934‌

120,438‌

Webster

Financial

Corp.

5,076,462‌

192,500‌

Williams

Cos.,

Inc.

6,007,925‌

166,203,686‌

Total

Common

Stock

(Cost

$353,515,686)

382,585,153‌

Shares

Security

Description

Exercise

Price

Exp.

Date

Value

Warrants

-

0.0%

10,863‌

TREVI

-

Finanziaria

Industriale

SpA 

(a)

(Cost

$1,001,311)

$

1.30‌

05/05/25

$

45,843‌

Shares

Security

Description

Value

Money

Market

Fund

-

1.7%

6,579,345‌

Northern

Institutional

Treasury

Portfolio

Premier

Shares,

1.16% 

(d)

(Cost

$6,579,345)

6,579,345‌

Investments,

at

value

-

99.3%

(Cost

$361,096,342)

$

389,210,341‌

Total

Written

Options

-

0.0%

(Premiums

Received

$(254,130))

(650‌)

Other

Assets

&

Liabilities,

Net

-

0.7%

2,748,398‌

Net

Assets

-

100.0%

$

391,958,089‌

PJSC

Public

Joint

Stock

Company

PLC

Public

Limited

Company

(a)

Non-income

producing

security.

(b)

Security

fair

valued

in

accordance

with

procedures

adopted

by

the

Board

of

Trustees.

At

the

period

end,

the

value

of

these

securities

amounted

to

$572

or

0.0%

of

net

assets.

(c)

Subject

to

call

option

written

by

the

Fund.

(d)

Dividend

yield

changes

daily

to

reflect

current

market

conditions.

Rate

was

the

quoted

yield

as

of

June

30,

2022.

Contracts

Security

Description

Strike

Price

Exp.

Date

Notional

Contract

Value

Value

Written

Options

-

0.0%

Call

Options

Written

-

0.0%

(650‌)

Tyson

Foods,

Inc.

(Premiums

Received

$(254,130))

$

100.00‌

07/22

$

5,593,900‌

$

(650‌)

Polaris

Global

Value

Fund

SCHEDULE

OF

INVESTMENTS

JUNE

30,

2022

10

See

Notes

to

Financial

Statements.

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

as

of

June

30,

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.

* Other

Financial

Instruments

are

derivatives

not

reflected

in

the

Schedule

of

Investments,

such

as

Written

Options,

which

are

reported

at

their

market

value at

period

end. 

The

following

is

a

reconciliation

of

Level

3

investments

for

which

significant

unobservable

inputs

were

used

to

determine

fair

value.

Level

1

Level

2

Level

3

Total

Assets

Investments

at

Value

Common

Stock

Belgium

$

2,987,484‌

$

–‌

$

–‌

$

2,987,484‌

Canada

23,553,308‌

–‌

–‌

23,553,308‌

Chile

2,960,998‌

–‌

–‌

2,960,998‌

China

3,159,938‌

–‌

–‌

3,159,938‌

Colombia

1,871,430‌

–‌

–‌

1,871,430‌

France

14,735,929‌

–‌

–‌

14,735,929‌

Germany

22,449,468‌

–‌

–‌

22,449,468‌

Ireland

7,390,560‌

–‌

–‌

7,390,560‌

Italy

1,418,214‌

–‌

–‌

1,418,214‌

Japan

30,807,618‌

–‌

–‌

30,807,618‌

Norway

14,218,568‌

–‌

–‌

14,218,568‌

Puerto

Rico

6,485,199‌

–‌

–‌

6,485,199‌

Russia

–‌

–‌

572‌

572‌

Singapore

3,811,947‌

–‌

–‌

3,811,947‌

South

Korea

22,255,313‌

–‌

–‌

22,255,313‌

Sweden

7,399,173‌

–‌

–‌

7,399,173‌

Switzerland

10,257,605‌

–‌

–‌

10,257,605‌

Taiwan

3,562,312‌

–‌

–‌

3,562,312‌

United

Kingdom

37,055,831‌

–‌

–‌

37,055,831‌

United

States

166,203,686‌

–‌

–‌

166,203,686‌

Warrants

45,843‌

–‌

–‌

45,843‌

Money

Market

Fund

–‌

6,579,345‌

–‌

6,579,345‌

Investments

at

Value

$

382,630,424‌

$

6,579,345‌

$

572‌

$

389,210,341‌

Total

Assets

$

382,630,424‌

$

6,579,345‌

$

572‌

$

389,210,341‌

Liabilities

Other

Financial

Instruments*

Written

Options

(650‌)

–‌

–‌

(650‌)

Total

Liabilities

$

(650‌)

$

–‌

$

–‌

$

(650‌)

Common

Stock

Balance

as

of

12/31/21

$

-

Transfers

in

from

Level

1

572

Balance

as

of

06/30/22

$

572

Net

change

in

unrealized

depreciation

from

investments

held

as

of

12/31/21

$

(5,148,643

)

PORTFOLIO

HOLDINGS

%

of

Total

Investments

Communication

Services

7.5‌%

Consumer

Discretionary

12.6‌%

Consumer

Staples

4.9‌%

Energy

4.7‌%

Financials

21.7‌%

Health

Care

11.7‌%

Industrials

11.8‌%

Information

Technology

9.6‌%

Materials

11.8‌%

Real

Estate

1.0‌%

Utilities

1.0‌%

Warrants

0.0‌%

Money

Market

Fund

1.7‌%

Written

Options

0.0‌%

100.0‌%

11

Polaris

Global

Value

Fund

STATEMENT

OF

ASSETS

AND

LIABILITIES

JUNE

30,

2022

See

Notes

to

Financial

Statements.

*

Shares

redeemed

or

exchanged

within

180

days

of

purchase

are

charged

a

1.00%

redemption

fee.

ASSETS

Investments,

at

value

(Cost

$361,096,342)

$

389,210,341‌

Receivables:

Fund

shares

sold

105,194‌

Investment

securities

sold

1,757,399‌

Dividends

1,304,889‌

Prepaid

expenses

30,363‌

Total

Assets

392,408,186‌

LIABILITIES

Call

options

written,

at

value

(Premiums

received

$254,130)

650‌

Payables:

Fund

shares

redeemed

82,452‌

Accrued

Liabilities:

Investment

adviser

fees

266,471‌

Fund

services

fees

33,497‌

Other

expenses

67,027‌

Total

Liabilities

450,097‌

NET

ASSETS

$

391,958,089‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

347,250,892‌

Distributable

earnings

44,707,197‌

NET

ASSETS

$

391,958,089‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

14,630,151‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE*

$

26.79‌

12

Polaris

Global

Value

Fund

STATEMENT

OF

OPERATIONS

SIX

MONTHS

ENDED

JUNE

30,

2022

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$388,239)

$

7,298,418‌

Total

Investment

Income

7,298,418‌

EXPENSES

Investment

adviser

fees

2,275,455‌

Fund

services

fees

264,456‌

Custodian

fees

51,830‌

Registration

fees

12,587‌

Professional

fees

30,130‌

Trustees'

fees

and

expenses

7,039‌

Other

expenses

124,555‌

Total

Expenses

2,766,052‌

Fees

waived

(513,365‌)

Net

Expenses

2,252,687‌

NET

INVESTMENT

INCOME

5,045,731‌

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

(loss)

on:

Investments

6,384,620‌

Foreign

currency

transactions

(47,066‌)

Written

options

(60,108‌)

Net

realized

gain

6,277,446‌

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments

(93,118,037‌)

Foreign

currency

translations

(59,505‌)

Written

options

204,785‌

Net

change

in

unrealized

appreciation

(depreciation)

(92,972,757‌)

NET

REALIZED

AND

UNREALIZED

LOSS

(86,695,311‌)

DECREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

(81,649,580‌)

13

Polaris

Global

Value

Fund

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

See

Notes

to

Financial

Statements.

For

the

Six

Months

Ended

June

30,

2022

For

the

Year

Ended

December

31,

2021

OPERATIONS

Net

investment

income

$

5,045,731‌

$

7,526,532‌

Net

realized

gain

6,277,446‌

20,685,590‌

Net

change

in

unrealized

appreciation

(depreciation)

(92,972,757‌)

40,453,928‌

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

(81,649,580‌)

68,666,050‌

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

–‌

(19,470,505‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

14,204,861‌

48,232,645‌

Reinvestment

of

distributions

–‌

18,438,772‌

Redemption

of

shares

(33,395,502‌)

(73,837,293‌)

Redemption

fees

3,305‌

26,417‌

Decrease

in

Net

Assets

from

Capital

Share

Transactions

(19,187,336‌)

(7,139,459‌)

Increase

(Decrease)

in

Net

Assets

(100,836,916‌)

42,056,086‌

NET

ASSETS

Beginning

of

Period

492,795,005‌

450,738,919‌

End

of

Period

$

391,958,089‌

$

492,795,005‌

SHARE

TRANSACTIONS

Sale

of

shares

462,764‌

1,483,117‌

Reinvestment

of

distributions

–‌

576,543‌

Redemption

of

shares

(1,107,391‌)

(2,265,782‌)

Decrease

in

Shares

(644,627‌)

(206,122‌)

14

Polaris

Global

Value

Fund

FINANCIAL

HIGHLIGHTS

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

period

.

For

the

Six

Months

Ended

June

30,

2022

For

the

Years

Ended

December

31,

2021

2020

2019

2018

2017

NET

ASSET

VALUE,

Beginning

of

Period

$

32.26‌

$

29.12‌

$

27.72‌

$

23.41‌

$

27.71‌

$

23.32‌

INVESTMENT

OPERATIONS

Net

investment

income

(a)

0.33‌

0.48‌

0.32‌

0.62‌

0.47‌

0.37‌

Net

realized

and

unrealized

gain

(loss)

(5.80‌)

3.97‌

1.53‌

4.72‌

(3.97‌)

4.43‌

Total

from

Investment

Operations

(5.47‌)

4.45‌

1.85‌

5.34‌

(3.50‌)

4.80‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

–‌

(0.50‌)

(0.34‌)

(0.68‌)

(0.77‌)

(0.41‌)

Net

realized

gain

–‌

(0.81‌)

(0.11‌)

(0.35‌)

(0.03‌)

–‌

Total

Distributions

to

Shareholders

–‌

(1.31‌)

(0.45‌)

(1.03‌)

(0.80‌)

(0.41‌)

REDEMPTION

FEES(a)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

NET

ASSET

VALUE,

End

of

Period

$

26.79‌

$

32.26‌

$

29.12‌

$

27.72‌

$

23.41‌

$

27.71‌

TOTAL

RETURN

(16.96‌)%(c)

15.36‌%

6.68‌%

22.79‌%

(12.66‌)%

20.61‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

391,958‌

$

492,795‌

$

450,739‌

$

468,882‌

$

422,161‌

$

544,750‌

Ratios

to

Average

Net

Assets:

Net

investment

income

2.22‌%(d)

1.47‌%

1.34‌%

2.35‌%

1.74‌%

1.45‌%

Net

expenses

0.99‌%(d)

0.99‌%

0.99‌%

0.99‌%

0.99‌%

0.99‌%

Gross

expenses

(e)

1.22‌%(d)

1.21‌%

1.24‌%

1.23‌%

1.23‌%

1.24‌%

PORTFOLIO

TURNOVER

RATE

8‌%(c)

19‌%

57‌%

10‌%

22‌%

48‌%

(a)

Calculated

based

on

average

shares

outstanding

during

each

period.

(b)

Less

than

$0.01

per

share.

(c)

Not

annualized.

(d)

Annualized.

(e)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

15

Polaris

Global

Value

Fund

NOTES

TO

FINANCIAL

STATEMENTS

JUNE

30,

2022

Note

1.

Organization

The

Polaris

Global

Value

Fund

(the

“Fund”)

is

a

diversified

portfolio

of

Forum

Funds

(the

“Trust”).

The

Trust

is

a

Delaware

statutory

trust

that

is

registered

as

an

open-end,

management

investment

company

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“Act”).

Under

its

Trust

Instrument,

the

Trust

is

authorized

to

issue

an

unlimited

number

of

the

Fund’s

shares

of

beneficial

interest

without

par

value.

The

Fund

commenced

operations

June

1,

1998

after

it

acquired

the

net

assets

of

Global

Value

Limited

Partnership

(the

“Partnership”),

in

exchange

for

Fund

shares.

The

Partnership

commenced

operations

on

July

31,

1989.

The

Fund

seeks

capital

appreciation.

Note

2.

Summary

of

Significant

Accounting

Policies

The

Fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

under

Financial

Accounting

Standards

Board

Accounting

Standards

Codification

Topic

946,

“Financial

Services

–

Investment

Companies.”

These

financial

statements

are

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(“GAAP”),

which

require

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities,

the

disclosure

of

contingent

liabilities

at

the

date

of

the

financial

statements,

and

the

reported

amounts

of

increases

and

decreases

in

net

assets

from

operations

during

the

fiscal

period.

Actual

amounts

could

differ

from

those

estimates.

The

following

summarizes

the

significant

accounting

policies

of

the

Fund:

Security

Valuation

–

Securities

are

valued

at

market

prices

using

the

last

quoted

trade

or

official

closing

price

from

the

principal

exchange

where

the

security

is

traded,

as

provided

by

independent

pricing

services

on

each

Fund

business

day.

In

the

absence

of

a

last

trade,

securities

are

valued

at

the

mean

of

the

last

bid

and

ask

price

provided

by

the

pricing

service.

Forward

currency

contracts

are

generally

valued

based

on

interpolation

of

forward

curve

data

points

obtained

from

major

banking

institutions

that

deal

in

foreign

currencies

and

currency

dealers.

Shares

of

non-exchange

traded

open-end

mutual

funds

are

valued

at

net

asset

value

(“NAV”).

Short-term

investments

that

mature

in

sixty

days

or

less

may

be

valued

at

amortized

cost.

The

Fund

values

its

investments

at

fair

value

pursuant

to

procedures

adopted

by

the

Trust’s

Board

of

Trustees

(the

“Board”)

if

(1)

market

quotations

are

not

readily

available

or

(2)

the

Adviser,

as

defined

in

Note

3,

believes

that

the

values

available

are

unreliable.

The

Trust’s

Valuation

Committee,

as

defined

in

the

Fund’s

registration

statement,

performs

certain

functions

as

they

relate

to

the

administration

and

oversight

of

the

Fund’s

valuation

procedures.

Under

these

procedures,

the

Valuation

Committee

convenes

on

a

regular

and

ad

hoc

basis

to

review

such

investments

and

considers

a

number

of

factors,

including

valuation

methodologies

and

significant

unobservable

inputs,

when

arriving

at

fair

value.

The

Valuation

Committee

may

work

with

the

Adviser

to

provide

valuation

inputs.

In

determining

fair

valuations,

inputs

may

include

market-based

analytics

that

may

consider

related

or

comparable

assets

or

liabilities,

recent

transactions,

market

multiples,

book

values

and

other

relevant

investment

information.

Adviser

inputs

may

include

an

income-based

approach

in

which

the

anticipated

future

cash

flows

of

the

investment

are

discounted

in

determining

fair

value.

Discounts

may

also

be

applied

based

on

the

nature

or

duration

of

any

restrictions

on

the

disposition

of

the

investments.

The

Valuation

Committee

performs

regular

reviews

of

valuation

methodologies,

key

inputs

and

assumptions,

disposition

analysis

and

market

activity.

16

Polaris

Global

Value

Fund

NOTES

TO

FINANCIAL

STATEMENTS

JUNE

30,

2022

Fair

valuation

is

based

on

subjective

factors

and,

as

a

result,

the

fair

value

price

of

an

investment

may

differ

from

the

security’s

market

price

and

may

not

be

the

price

at

which

the

asset

may

be

sold.

Fair

valuation

could

result

in

a

different

NAV

than

a

NAV

determined

by

using

market

quotes.

GAAP

has

a

three-tier

fair

value

hierarchy.

The

basis

of

the

tiers

is

dependent

upon

the

various

“inputs”

used

to

determine

the

value

of

the

Fund’s

investments.

These

inputs

are

summarized

in

the

three

broad

levels

listed

below:

Level

1

-

Quoted

prices

in

active

markets

for

identical

assets

and

liabilities.

Level

2

-

Prices

determined

using

significant

other

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

prepayment

speeds,

credit

risk,

etc.).

Short-term

securities

with

maturities

of

sixty

days

or

less

are

valued

at

amortized

cost,

which

approximates

market

value,

and

are

categorized

as

Level

2

in

the

hierarchy.

Municipal

securities,

long-term

U.S.

government

obligations

and

corporate

debt

securities

are

valued

in

accordance

with

the

evaluated

price

supplied

by

a

pricing

service

and

generally

categorized

as

Level

2

in

the

hierarchy.

Other

securities

that

are

categorized

as

Level

2

in

the

hierarchy

include,

but

are

not

limited

to,

warrants

that

do

not

trade

on

an

exchange,

securities

valued

at

the

mean

between

the

last

reported

bid

and

ask

quotation

and

international

equity

securities

valued

by

an

independent

third

party

with

adjustments

for

changes

in

value

between

the

time

of

the

securities’

respective

local

market

closes

and

the

close

of

the

U.S.

market.

Level

3

-

Significant

unobservable

inputs

(including

the

Fund’s

own

assumptions

in

determining

the

fair

value

of

investments).

The

aggregate

value

by

input

level,

as

of

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.

Non-cash

dividend

income

is

recorded

at

the

fair

market

value

of

the

securities

received.

Foreign

dividend

income

is

recorded

on

the

ex-dividend

date

or

as

soon

as

possible

after

determining

the

existence

of

a

dividend

declaration

after

exercising

reasonable

due

diligence.

Income

and

capital

gains

on

some

foreign

securities

may

be

subject

to

foreign

withholding

taxes,

which

are

accrued

as

applicable.

Interest

income

is

recorded

on

an

accrual

basis.

Premium

is

amortized

to

the

next

call

date

above

par

and

discount

is

accreted

to

maturity

using

the

effective

interest

method.

Identified

cost

of

investments

sold

is

used

to

determine

the

gain

and

loss

for

both

financial

statement

and

federal

income

tax

purposes.

Written

Options

–

When

a

fund

writes

an

option,

an

amount

equal

to

the

premium

received

by

the

fund

is

recorded

as

a

liability

and

is

subsequently

adjusted

to

the

current

value

of

the

option

written.

Premiums

received

from

writing

options

that

expire

unexercised

are

treated

by

the

fund

on

the

expiration

date

as

realized

gain

from

written

options.

The

difference

between

the

premium

and

the

amount

paid

on

effecting

a

closing

purchase

transaction,

including

brokerage

commissions,

is

also

treated

as

a

realized

gain,

or

if

the

premium

is

less

than

the

amount

paid

for

the

closing

purchase

transaction,

as

a

realized

loss.

If

a

call

option

is

exercised,

the

premium

is

added

to

the

proceeds

from

the

sale

of

the

underlying

security

in

determining

whether

the

fund

has

realized

a

gain

or

loss.

If

a

put

option

is

exercised,

the

premium

reduces

the

cost

basis

of

17

Polaris

Global

Value

Fund

NOTES

TO

FINANCIAL

STATEMENTS

JUNE

30,

2022

the

securities

purchased

by

the

fund.

The

fund,

as

writer

of

an

option,

bears

the

market

risk

of

an

unfavorable

change

in

the

price

of

the

security

underlying

the

written

option.

Written

options

are

non-income

producing

securities.

The

values

of

each

individual

written

option

outstanding

as

of

June

30,

2022,

are

disclosed

in

the

Fund’s

Schedule

of

Investments.

Foreign

Currency

Translations

–

Foreign

currency

amounts

are

translated

into

U.S.

dollars

as

follows:

(1)

assets

and

liabilities

at

the

rate

of

exchange

at

the

end

of

the

respective

period;

and

(2)

purchases

and

sales

of

securities

and

income

and

expenses

at

the

rate

of

exchange

prevailing

on

the

dates

of

such

transactions.

The

portion

of

the

results

of

operations

arising

from

changes

in

the

exchange

rates

and

the

portion

due

to

fluctuations

arising

from

changes

in

the

market

prices

of

securities

are

not

isolated.

Such

fluctuations

are

included

with

the

net

realized

and

unrealized

gain

or

loss

on

investments.

Foreign

Currency

Transactions

–

The

Fund

may

enter

into

transactions

to

purchase

or

sell

foreign

currency

contracts

and

options

on

foreign

currency.

Forward

currency

contracts

are

agreements

to

exchange

one

currency

for

another

at

a

future

date

and

at

a

specified

price.

A

fund

may

use

forward

currency

contracts

to

facilitate

transactions

in

foreign

securities,

to

manage

a

fund’s

foreign

currency

exposure

and

to

protect

the

U.S.

dollar

value

of

its

underlying

portfolio

securities

against

the

effect

of

possible

adverse

movements

in

foreign

exchange

rates.

These

contracts

are

intrinsically

valued

daily

based

on

forward

rates,

and

a

fund’s

net

equity

therein,

representing

unrealized

gain

or

loss

on

the

contracts

as

measured

by

the

difference

between

the

forward

foreign

exchange

rates

at

the

dates

of

entry

into

the

contracts

and

the

forward

rates

at

the

reporting

date,

is

recorded

as

a

component

of

NAV.

These

instruments

involve

market

risk,

credit

risk,

or

both

kinds

of

risks,

in

excess

of

the

amount

recognized

in

the

Statement

of

Assets

and

Liabilities.

Risks

arise

from

the

possible

inability

of

counterparties

to

meet

the

terms

of

their

contracts

and

from

movement

in

currency

and

securities

values

and

interest

rates.

Due

to

the

risks

associated

with

these

transactions,

a

fund

could

incur

losses

up

to

the

entire

contract

amount,

which

may

exceed

the

net

unrealized

value

included

in

its

NAV.

Distributions

to

Shareholders

–

The

Fund

declares

any

dividends

from

net

investment

income

and

pays

them

annually.

Any

net

capital

gains

and

foreign

currency

gains

realized

by

the

Fund

are

distributed

at

least

annually.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Distributions

are

based

on

amounts

calculated

in

accordance

with

applicable

federal

income

tax

regulations,

which

may

differ

from

GAAP.

These

differences

are

due

primarily

to

differing

treatments

of

income

and

gain

on

various

investment

securities

held

by

the

Fund,

timing

differences

and

differing

characterizations

of

distributions

made

by

the

Fund.

Federal

Taxes

–

The

Fund

intends

to

continue

to

qualify

each

year

as

a

regulated

investment

company

under

Subchapter

M

of

Chapter

1,

Subtitle

A,

of

the

Internal

Revenue

Code

of

1986,

as

amended

(“Code”),

and

to

distribute

all

of

its

taxable

income

to

shareholders.

In

addition,

by

distributing

in

each

calendar

year

substantially

all

of

its

net

investment

income

and

capital

gains,

if

any,

the

Fund

will

not

be

subject

to

a

federal

excise

tax.

Therefore,

no

federal

income

or

excise

tax

provision

is

required.

The

Fund

files

a

U.S.

federal

income

and

excise

tax

return

as

required.

The

Fund’s

federal

income

tax

returns

are

subject

to

examination

by

the

Internal

Revenue

Service

for

a

period

of

three

fiscal

years

after

they

are

filed.

As

of

June

30,

2022,

there

are

no

uncertain

tax

positions

that

would

require

financial

statement

recognition,

de-recognition

or

disclosure.

18

Polaris

Global

Value

Fund

NOTES

TO

FINANCIAL

STATEMENTS

JUNE

30,

2022

Income

and

Expense

Allocation

–

The

Trust

accounts

separately

for

the

assets,

liabilities

and

operations

of

each

of

its

investment

portfolios.

Expenses

that

are

directly

attributable

to

more

than

one

investment

portfolio

are

allocated

among

the

respective

investment

portfolios

in

an

equitable

manner.

Redemption

Fees

–

A

shareholder

who

redeems

or

exchanges

shares

within

180

days

of

purchase

will

incur

a

redemption

fee

of

1.00%

of

the

current

NAV

of

shares

redeemed

or

exchanged,

subject

to

certain

limitations.

The

fee

is

charged

for

the

benefit

of

the

remaining

shareholders

and

will

be

paid

to

the

Fund

to

help

offset

transaction

costs.

The

fee

is

accounted

for

as

an

addition

to

paid-in

capital.

The

Fund

reserves

the

right

to

modify

the

terms

of

or

terminate

the

fee

at

any

time.

There

are

limited

exceptions

to

the

imposition

of

the

redemption

fee.

Redemption

fees

incurred

for

the

Fund,

if

any,

are

reflected

on

the

Statements

of

Changes

in

Net

Assets.

Commitments

and

Contingencies

–

In

the

normal

course

of

business,

the

Fund

enters

into

contracts

that

provide

general

indemnifications

by

the

Fund

to

the

counterparty

to

the

contract.

The

Fund’s

maximum

exposure

under

these

arrangements

is

dependent

on

future

claims

that

may

be

made

against

the

Fund

and,

therefore,

cannot

be

estimated;

however,

based

on

experience,

the

risk

of

loss

from

such

claims

is

considered

remote.

The

Fund

has

determined

that

none

of

these

arrangements

requires

disclosure

on

the

Fund’s

balance

sheet.

Note

3.

Fees

and

Expenses

Investment

Adviser

–

Polaris

Capital

Management,

LLC

(the

“Adviser”)

is

the

investment

adviser

to

the

Fund.

Pursuant

to

an

investment

advisory

agreement,

the

Adviser

receives

an

advisory

fee,

payable

monthly,

from

the

Fund

at

an

annual

rate

of

1.00%

of

the

Fund’s

average

daily

net

assets.

Distribution

–

Foreside

Fund

Services,

LLC

(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

Fund

does

not

have

a

distribution

(12b-1)

plan;

accordingly,

the

Distributor

does

not

receive

compensation

from

the

Fund

for

its

distribution

services.

The

Adviser

compensates

the

Distributor

directly

for

its

services.

The

Distributor

is

not

affiliated

with

the

Adviser

or

Atlantic

Fund

Administration,

LLC,

a

wholly

owned

subsidiary

of

Apex

US

Holdings

LLC

(d/b/a

Apex

Fund

Services)

(“Apex”)

or

their

affiliates.

Other

Service

Providers

–

Apex

provides

fund

accounting,

fund

administration,

compliance

and

transfer

agency

services

to

the

Fund.

The

fees

related

to

these

services

are

included

in

Fund

services

fees

within

the

Statement

of

Operations.

Apex

also

provides

certain

shareholder

report

production

and

EDGAR

conversion

and

filing

services.

Pursuant

to

an

Apex

Services

Agreement,

the

Fund

pays

Apex

customary

fees

for

its

services.

Apex

provides

a

Principal

Executive

Officer,

a

Principal

Financial

Officer,

a

Chief

Compliance

Officer

and

an

Anti-Money

Laundering

Officer

to

the

Fund,

as

well

as

certain

additional

compliance

support

functions.

Trustees

and

Officers

–

Each

Independent

Trustee’s

annual

retainer

is

$45,000

($55,000

for

the

Chairman).

The

Audit

Committee

Chairman

receives

an

additional

$2,000

annually.

The

Trustees

and

Chairman

may

receive

additional

fees

for

special

Board

meetings.

Each

Trustee

is

also

reimbursed

for

all

reasonable

out-of-pocket

expenses

incurred

in

connection

with

his

or

her

duties

as

a

Trustee,

including

travel

and

related

expenses

incurred

in

attending

Board

meetings.

The

amount

19

Polaris

Global

Value

Fund

NOTES

TO

FINANCIAL

STATEMENTS

JUNE

30,

2022

of

Trustees’

fees

attributable

to

the

Fund

is

disclosed

in

the

Statement

of

Operations.

Certain

officers

of

the

Trust

are

also

officers

or

employees

of

the

above

named

service

providers,

and

during

their

terms

of

office

received

no

compensation

from

the

Fund.

Note

4.

Fees

Waived

The

Adviser

has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

annual

operating

expenses

to

0.99%

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

dividend

and

interest

expense

on

short

sales,

acquired

fund

fees

and

expenses,

proxy

expenses

and

extraordinary

expenses),

through

April

30,

2023.

Other

fund

service

providers

have

voluntarily

agreed

to

waive

and

reimburse

a

portion

of

their

fees.

These

voluntary

fee

waivers

and

reimbursements

may

be

reduced

or

eliminated

at

any

time.

Other

Waivers

are

not

eligible

for

recoupment.

For

the

period

ended

June

30,

2022,

fees

waived

were

as

follows:

Note

5.

Security

Transactions

The

cost

of

purchases

and

proceeds

from

sales

of

investment

securities

(including

maturities),

other

than

short-term

investments

during

the

period

ended

June

30,

2022,

were

$34,003,298

and

$51,112,031,

respectively.

Note

6.

Summary

of

Derivative

Activity

The

volume

of

open

derivative

positions

may

vary

on

a

daily

basis

as

the

Fund

transacts

derivative

contracts

in

order

to

achieve

the

exposure

desired

by

the

Adviser.

Premiums

received

on

purchased

and

written

options

for

period

ended

June

30,

2022,

for

any

derivative

type

that

was

held

during

the

period

is

as

follows:

The

Fund’s

use

of

derivatives

during

the

period

ended

June

30,

2022,

was

limited

to

written

options.

Following

is

a

summary

of

the

effects

of

derivatives

on

the

Statement

of

Assets

and

Liabilities

as

of

June

30,

2022:

Investment

Adviser

Fees

Waived

Other

Waivers

Total

Fees

Waived

$

488,026‌

$

25,339‌

$

513,365‌

Written

Options

$

(1,148,083‌)

Location:

Equity

Risk

Liability

derivatives:

Call

options

written

$

(650‌)

20

Polaris

Global

Value

Fund

NOTES

TO

FINANCIAL

STATEMENTS

JUNE

30,

2022

Realized

and

unrealized

gains

and

losses

on

derivative

contracts

during

the

period

ended

June

30,

2022,

by

the

Fund

are

recorded

in

the

following

locations

on

the

Statement

of

Operations:

Asset

(Liability)

amounts

shown

in

the

table

below

represent

amounts

for

derivative

related

investments

at

June

30,

2022.

These

amounts

may

be

collateralized

by

cash

or

financial

instruments.

Note

7.

Federal

Income

Tax

As

of

June

30,

2022,

the

cost

of

investments

for

federal

income

tax

purposes

is

substantially

the

same

as

for

financial

statement

purposes and

the

components

of

net

unrealized appreciation were

as

follows:

As

of

December

31,

2021,

distributable

earnings

on

a

tax

basis

were

as

follows:

Location:

Equity

Contracts

Net

realized

gain

(loss)

on:

Written

options

$

(60,108‌)

Total

net

realized

gain

(loss)

$

(60,108‌)

Net

change

in

unrealized

appreciation

(depreciation)

on:

Written

options

$

204,785‌

Total

net

change

in

unrealized

appreciation

(depreciation)

$

204,785‌

Gross

Asset

(Liability)

as

Presented

in

the

Statement

of

Assets

and

Liabilities

Financial

Instruments

(Received)

Pledged*

Cash

Collateral

(Received)

Pledged*

Net

Amount

Liabilities:

Over-the-counter

derivatives**

(650‌)

650‌

–‌

–‌

*

The

actual

financial

instruments

and

cash

collateral

(received)

pledged

may

be

in

excess

of

the

amounts

shown

in

the

table.

The

table

only

reflects

collateral

amounts

up

to

the

amount

of

the

financial

instrument

disclosed

on

the

Statement

of

Assets

and

Liabilities.

**

Over-the-counter

derivatives

may

consist

of

written

options

contracts.

The

amounts

disclosed

above

represent

the

exposure

to

one

or

more

counterparties.

For

further

detail

on

individual

derivative

contracts

and

the

corresponding

unrealized

appreciation

(depreciation),

see

the

Schedule

of

Investments.

Gross

Unrealized

Appreciation

$

73,819,100‌

Gross

Unrealized

Depreciation

(45,451,621‌)

Net

Unrealized

Appreciation

$

28,367,479‌

Undistributed

Ordinary

Income

$

773,476‌

Undistributed

Long-Term

Gain

6,852,129‌

Unrealized

Appreciation

118,731,172‌

Total

$

126,356,777‌

21

Polaris

Global

Value

Fund

NOTES

TO

FINANCIAL

STATEMENTS

JUNE

30,

2022

The

difference

between

components

of

distributable

earnings

on

a

tax

basis

and

the

amounts

reflected

in

the

Statement

of

Assets

and

Liabilities

are

primarily

due

to

passive

foreign

investment

company

transactions,

wash

sales

and

return

of

capital

on

equity

securities.

During

the

year

ended

December

31,

2021,

the

Fund

utilized

$1,166,745

of

capital

loss

carryforwards

to

offset

capital

gains.

Note

8.

Subsequent

Events

Subsequent

events

occurring

after

the

date

of

this

report

through

the

date

these

financial

statements

were

issued

have

been

evaluated

for

potential

impact,

and

the

Fund

has

had

no

such

events.

Management

has

evaluated

the

need

for

additional

disclosures

and/or

adjustments

resulting

from

subsequent

events.

Based

on

this

evaluation,

no

additional

disclosures

or

adjustments

were

required.

22

Polaris

Global

Value

Fund

ADDITIONAL

INFORMATION

JUNE

30,

2022

Investment

Advisory

Agreement

Approval

At

the

March

18,

2022

Board

meeting,

the

Board,

including

the

Independent

Trustees,

considered

the

approval

of

the

continuance

of

the

investment

advisory

agreement

between

the

Adviser

and

the

Trust

pertaining

to

the

Fund

(the

“Advisory

Agreement”).

In

preparation

for

its

deliberations,

the

Board

requested

and

reviewed

written

responses

from

the

Adviser

to

a

due

diligence

questionnaire

circulated

on

the

Board’s

behalf

concerning

the

services

provided

by

the

Adviser.

The

Board

also

discussed

the

materials

with

Fund

counsel

and,

as

necessary,

with

the

Trust’s

administrator.

During

its

deliberations,

the

Board

received

an

oral

presentation

from

the

Adviser,

and

was

advised

by

Trustee

counsel.

At

the

meeting,

the

Board

reviewed,

among

other

matters:

(1)

the

nature,

extent

and

quality

of

the

services

provided

to

the

Fund

by

the

Adviser,

including

information

on

the

investment

performance

of

the

Fund

and

Adviser;

(2)

the

costs

of

the

services

provided

and

profitability

to

the

Adviser

of

its

relationship

with

the

Fund;

(3)

the

advisory

fee

and

total

expense

ratio

of

the

Fund

compared

to

a

relevant

peer

group

of

funds;

(4)

the

extent

to

which

economies

of

scale

may

be

realized

as

the

Fund

grows

and

whether

the

advisory

fee

enables

the

Fund’s

investors

to

share

in

the

benefits

of

economies

of

scale;

and

(5)

other

benefits

received

by

the

Adviser

from

its

relationship

with

the

Fund.

In

addition,

the

Board

recognized

that

the

evaluation

process

with

respect

to

the

Adviser

was

an

ongoing

one

and,

in

this

regard,

the

Board

considered

information

provided

by

the

Adviser

at

regularly

scheduled

meetings

during

the

past

year.

Nature,

Extent

and

Quality

of

Services

Based

on

written

materials

received,

a

presentation

from

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

at

the

Adviser

with

principal

responsibility

for

the

Fund’s

investments

as

well

as

the

investment

philosophy

and

decision-making

process

of

the

Adviser

and

the

capability

and

integrity

of

the

Adviser’s

senior

management

and

staff.

The

Board

considered

also

the

adequacy

of

the

Adviser’s

resources.

The

Board

noted

the

Adviser’s

representations

that

the

firm

is

in

stable

financial

condition,

that

the

firm

is

able

to

meet

its

expense

reimbursement

obligations

to

the

Fund,

and

that

the

firm

has

the

operational

capability

and

necessary

staffing

and

experience

to

continue

providing

high-quality

investment

advisory

services

to

the

Fund.

Based

on

the

presentation

and

the

materials

provided

by

the

Adviser

in

connection

with

the

Board’s

consideration

of

the

renewal

of

the

Advisory

Agreement,

among

other

relevant

factors,

the

Board

concluded

that,

overall,

it

was

satisfied

with

the

nature,

extent

and

quality

of

services

to

be

provided

to

the

Fund

under

the

Advisory

Agreement.

Performance

In

connection

with

a

presentation

by

the

Adviser

regarding

its

approach

to

managing

the

Fund,

the

Board

considered

the

performance

of

the

Fund

compared

to

its

primary

benchmark

index,

the

MSCI

World

Index.

The

Board

observed

that

the

Fund

underperformed

the

MSCI

World

Index

for

the

one-,

three-,

five-

and

10-year

periods

ended

December

31,

2021,

and

outperformed

the

primary

benchmark

index

for

the

20-year

period

ended

December

31,

2021,

and

for

the

period

since

the

Fund’s

inception

on

July

31,

1989.

The

Board

noted

the

Adviser’s

representation

that

the

Fund’s

short-term

23

Polaris

Global

Value

Fund

ADDITIONAL

INFORMATION

JUNE

30,

2022

underperformance

relative

to

the

primary

benchmark

could

be

attributed,

in

part,

to

the

Fund’s

significant

underweight

exposure

to

a

strong

U.S.

market

during

2021,

as

well

as

the

Fund’s

value

bias

during

a

period

in

which

growth

stocks

outperformed

value

stocks.

The

Board

also

considered

the

Fund’s

performance

relative

to

an

independent

peer

group

identified

by

Strategic

Insight,

Inc.

(“Strategic

Insight

Peers”)

as

having

characteristics

similar

to

those

of

the

Fund.

The

Board

observed

that,

based

on

the

information

provided

by

Strategic

Insight,

the

Fund

underperformed

the

average

of

its

Strategic

Insight

Peers

for

the

one-year

period

ended

December

31,

2021

and

outperformed

the

average

of

its

Strategic

Insight

peers

for

each

of

the

three-,

five-,

and

ten-year

periods

ended

December

31,

2021.

The

Board

noted

the

Adviser’s

representation

that

the

Fund’s

recent

underperformance

relative

to

the

Strategic

Insight

peers

could

again

be

attributed,

at

least

in

part,

to

the

Fund’s

underweight

exposure

to

the

U.S.

markets

during

a

period

in

which

U.S.

markets

flourished.

In

consideration

of

the

Adviser’s

investment

strategy

and

the

foregoing

performance

information,

among

other

considerations,

the

Board

determined

that

the

Fund

could

benefit

from

the

Adviser’s

continued

management

of

the

Fund.

Compensation

The

Board

evaluated

the

Adviser’s

compensation

for

providing

advisory

services

to

the

Fund

and

analyzed

comparative

information

on

actual

advisory

fee

rates

and

actual

total

expenses

of

the

Fund’s

Strategic

Insight

peer

group.

The

Board

noted

that,

although

the

Adviser’s

actual

advisory

fee

rate

was

higher

than

the

median

of

the

Strategic

Insight

peer

group,

the

Fund’s

actual

total

expense

ratio

was

the

lowest

of

the

Strategic

Insight

peer

group.

The

Board

further

noted

that

the

Adviser

was

currently

waiving

a

portion

of

its

advisory

fee

in

an

effort

to

keep

the

Fund’s

expenses

at

levels

believed

by

the

Adviser

to

be

attractive

to

investors.

Based

on

the

foregoing

and

other

applicable

considerations,

the

Board

concluded

that

the

Adviser’s

advisory

fee

rate

charged

to

the

Fund

was

reasonable.

Costs

of

Services

and

Profitability

The

Board

evaluated

information

provided

by

the

Adviser

regarding

the

costs

of

services

and

its

profitability

with

respect

to

the

Fund.

In

this

regard,

the

Board

considered

the

Adviser’s

resources

devoted

to

the

Fund

as

well

as

the

Adviser’s

discussion

of

costs

and

profitability

of

its

Fund

activities.

The

Board

noted

the

Adviser’s

representation

that

the

Adviser

does

not

maintain

separately

identifiable

profit

and

loss

data

specific

to

the

Fund

but

that

the

Adviser

believed

that

its

compensation

was

reasonable,

including

relative

to

the

Adviser’s

other

clients,

and

that

it

incurs

additional

expenses

for

regulatory

and

compliance

obligations

for

its

Fund

activities

compared

to

the

expenses

attributable

to

the

Adviser’s

other

management

activities.

In

addition,

the

Board

noted

the

contractual

expense

cap

in

place

for

the

Fund

and

the

Adviser’s

reimbursements.

Based

on

these

and

other

applicable

considerations,

the

Board

concluded

that

the

Adviser’s

profits

attributable

to

management

of

the

Fund

were

reasonable.

Economies

of

Scale

The

Board

considered

whether

the

Fund

could

benefit

from

any

economies

of

scale.

In

this

regard,

the

Board

considered

the

Fund’s

fee

structure,

asset

size,

net

expense

ratio,

and

the

fees

of

comparable

advisers,

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

24

Polaris

Global

Value

Fund

ADDITIONAL

INFORMATION

JUNE

30,

2022

fund’s

assets

are

stable

or

decreasing,

the

significance

of

economies

of

scale

may

be

reduced.

The

Board

reviewed

relevant

materials

and

discussed

whether

the

use

of

breakpoints

would

be

appropriate

at

this

time.

Noting

the

decrease

in

asset

levels

in

the

Fund

over

the

past

year

and

the

existence

of

the

Adviser’s

ongoing

expense

limitation

arrangements,

the

Board

concluded

that

the

advisory

fee

remained

reasonable

in

light

of

the

current

information

provided

to

the

Trustees

with

respect

to

economies

of

scale.

Other

Benefits

The

Board

considered

the

Adviser’s

representation

that,

aside

from

its

contractual

advisory

fees,

it

does

not

directly

benefit

in

a

material

way

from

its

relationship

with

the

Fund.

Based

on

the

foregoing

representation,

the

Board

concluded

that

other

benefits

received

by

the

Adviser

from

its

relationship

with

the

Fund

were

not

a

material

factor

to

consider

in

approving

the

continuation

of

the

Advisory

Agreement.

Conclusion

The

Board

did

not

identify

any

single

factor

as

being

of

paramount

importance,

and

different

Trustees

may

have

given

different

weight

to

different

factors.

The

Board

reviewed

a

memorandum

from

Fund

counsel

discussing

the

legal

standards

applicable

to

its

consideration

of

the

Advisory

Agreement.

Based

on

its

review,

including

consideration

of

each

of

the

factors

referenced

above,

the

Board

determined,

in

the

exercise

of

its

reasonable

business

judgment,

that

the

contractual

fee

under

the

Advisory

Agreement

was

fair

and

reasonable

in

light

of

the

services

performed

or

to

be

performed,

expenses

incurred

or

to

be

incurred

and

such

other

matters

as

the

Board

considered

relevant.

Proxy

Voting

Information

A

description

of

the

policies

and

procedures

that

the

Fund

uses

to

determine

how

to

vote

proxies

relating

to

securities

held

in

the

Fund’s

portfolio

is

available,

without

charge

and

upon

request,

by

calling

(888)

263-5594,

on

the

Fund's

website

at

www.polarisfunds.com,

and

on

the

SEC’s

website

at

www.sec.gov.

The

Fund’s

proxy

voting

record

for

the

most

recent

twelve-month

period

ended

June

30

is

available,

without

charge

and

upon

request,

by

calling

(888)

263-5594,

on

the

Fund's

website

at

www.polarisfunds.com,

and

on

the

SEC’s

website

at

www.sec.gov.

Availability

of

Quarterly

Portfolio

Schedules

The

Fund

files

its

complete

schedule

of

portfolio

holdings

with

the

SEC

for

the

first

and

third

quarters

of

each

fiscal

year

on

Form

N-PORT.

Forms

N-PORT

are

available

free

of

charge

on

the

SEC’s

website

at

www.sec.gov.

Shareholder

Expense

Example

As

a

shareholder

of

the

Fund,

you

incur

two

types

of

costs:

(1)

transaction

costs,

including

redemption

fees

and

exchange

fees,

and

(2)

ongoing

costs,

including

management

fees

and

other

Fund

expenses.

This

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

Fund,

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

25

Polaris

Global

Value

Fund

ADDITIONAL

INFORMATION

JUNE

30,

2022

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

of

the

table

below

provides

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

You

may

use

this

information

to

compare

the

ongoing

costs

of

investing

in

the

Fund

and

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

the

expenses

shown

in

the

table

are

meant

to

highlight

your

ongoing

costs

only

and

do

not

reflect

any

transactional

costs,

such

as

redemption

fees

and

exchange

fees.

Therefore,

the

second

line

of

the

table

is

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

In

addition,

if

these

fees

were

included,

your

costs

would

have

been

higher.

Beginning

Account

Value

January

1,

2022

Ending

Account

Value

June

30,

2022

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Actual

$

1,000.00‌

$

830.44‌

$

4.49‌

0.99%‌

Hypothetical

(5%

return

before

expenses)

$

1,000.00‌

$

1,019.89‌

$

4.96‌

0.99%‌

*

Expenses

are

equal

to

the

Fund’s

annualized

expense

ratio

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half-year

(181)

divided

by

365

to

reflect

the

half-year

period.

Semi-Annual

Report

JUNE

30,

2022

(Unaudited)

INVESTMENT

ADVISER

Polaris

Capital

Management,

LLC

121

High

Street

Boston,

MA

02110-2475

DISTRIBUTOR

Foreside

Fund

Services,

LLC

Three

Canal

Plaza,

Suite

100

Portland,

ME

04101

www.foreside.com

TRANSFER

AGENT

Apex

Fund

Services

P.O.

Box

588

Portland,

ME

04112

www.apexgroup.com

This

report

is

submitted

for

the

general

information

of

the

shareholders

of

the

Fund.

It

is

not

authorized

for

distribution

to

prospective

investors

unless

preceded

or

accompanied

by

an

effective

prospectus,

which

includes

information

regarding

the

Fund’s

risks,

objectives,

fees

and

expenses,

experience

of

its

management

and

other

information.

225-SAR-0622

BEEHX

Semi-Annual

Report

June

30,

2022

(Unaudited)

Table

of

Contents

The

views

expressed

in

this

report

are

those

of

the

investment

advisor

of

The

BeeHive

Fund

(the

“Fund”)

as

of

June

30,

2022,

and

may

not

reflect

its

views

on

the

date

this

report

is

first

published

or

any

time

thereafter.

These

views

are

intended

to

assist

shareholders

of

the

Fund

in

understanding

their

investments

in

the

Fund

and

do

not

constitute

investment

advice.

The

Fund

is

subject

to

various

forms

of

risk,

including

the

possible

loss

of

principal.

Investing

in

foreign

securities

entails

risks

not

associated

with

domestic

equities,

including

economic

and

political

instability

and

currency

fluctuations.

Investing

in

fixed

income

securities

includes

the

risk

that

rising

interest

rates

will

cause

a

decline

in

values.

Focused

investments

in

particular

industries

or

market

sectors

can

entail

increased

volatility

and

greater

market

risk

than

is

the

case

with

more

broadly

diversified

investments.

Investments

in

securities

of

small

and

mid-capitalization

companies

involve

the

possibility

of

greater

volatility

than

investments

in

larger

capitalization

companies.

Investments

in

American

Depositary

Receipts

involve

many

of

the

same

risks

as

investing

in

foreign

securities.

A

Message

to

Our

Shareholders

1

Schedule

of

Investments

5

Statement

of

Assets

and

Liabilities

7

Statement

of

Operations

8

Statements

of

Changes

in

Net

Assets

9

Financial

Highlights

10

Notes

to

Financial

Statements

11

Additional

Information

15

The

BeeHive

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

June

30,

2022

1

Markets

Post

Worst

First

Half

of

Year

In

Decades

–

Wall

Street

Journal

front

page

headline,

July

1,

2022

Dear

Shareholders,

The

S&P

500

has

dropped

nearly

20

percent

so

far

this

year.

In

the

second

quarter

alone,

it

declined

more

than

16

percent.

Bonds

were

no

safe

haven.

The

broadest

measure

of

high-quality

bonds

fell

more

than

10

percent,

the

worst

first

half

in

history

(in

this

case,

“history”

dates

back

to

about

1970).

We

try

to

avoid

rehashing

statistics

that

are

readily

available

in

print

and

online.

These

numbers

are

so

stark

that

we

feel

they

deserve

prominent

mention.

However,

context

is

everything,

and

there

are

important

points

to

keep

in

mind:

•

Investing

is

not

a

one-way

street.

Assets

prices

have

declined

sharply

before

and

will

do

so

again.

•

Our

goal

is

to

be

able

to

withstand

volatility

and

avoid

permanent

loss

of

capital.

It

is

critical

to

be

well-positioned

as

markets

inevitably

rebound.

•

Our

investment

process

is

designed

with

precisely

this

fact

in

mind.

We

hold

what

we

believe

to

be

high

quality,

durable

companies.

Stock

prices

may

fluctuate,

but

underlying

businesses

are

stable.

•

The

best

businesses

get

stronger

during

difficult

periods.

Weak

competitors

fall

by

the

wayside.

•

Front

page

headlines

reflect

the

past

and

are

generally

very

poor

predictors

of

the

future.

A

20%

drop

in

stock

market

averages

is

painful,

but

not

unusual.

Declines

of

this

magnitude

have

occurred

a

dozen

times

in

the

last

60

years

or

about

once

every

five

years.

We

were

spoiled

by

the

fact

that

the

early

Covid

decline

lasted

a

mere

30

days

and

that

it

had

been

11

years

since

the

previous

similar

drop.

What

happened?

While

there

have

been

a

number

of

well-publicized

adverse

events

this

year,

we

believe

that

the

primary

reason

markets

are

down

is

money.

Specifically,

investor

expectations

about

the

future

cost

and

availability

of

money.

For

the

first

time

since

the

outbreak

of

Covid-19,

and

arguably

since

the

Great

Financial

Crisis,

investors

are

seriously

considering

the

implications

of

a

shrinking

rather

than

expanding

supply

of

money.

As

we

have

written

about

previously,

the

mountain

of

cash

that

the

Fed

injected

into

the

financial

system

had

a

much

larger

impact

on

the

valuation

of

financial

assets

than

it

did

on

the

underlying

earnings

of

those

assets.

By

the

end

of

last

year,

most

common

valuation

metrics

were

at

or

near

all-time

highs.

On

December

31,

2021,

the

P/E

Multiple

1

of

the

S&P

500

stood

at

21.33

times

expected

earnings.

As

of

June

30,

the

P/E

Multiple

has

shrunk

to

16

times

despite

the

fact

that

expected

earnings

have

actually

increased.

The

entire

market

decline

can

be

explained

by

this

reduction

in

valuation,

which,

in

turn,

can

be

explained

by

higher

interest

rates

and

investor

concerns

about

tighter

monetary

policy.

Where

was

the

damage

worst?

In

order

to

withstand

volatility,

we

believe

that

it

is

imperative

to

avoid

the

most

overvalued

assets.

Over

the

last

several

years,

there

have

been

numerous

instances

of

extreme

valuation

expansion.

Fiscal

stimulus

and

interest

rates

converted

some

portion

of

the

population

from

savers

to

speculators,

guiding

some

of

that

mountain

of

cash

toward

the

riskiest

assets.

The

boldest

1

Valuation

=

Price

divided

by

earnings.

To

simplify,

the

measure

of

a

stock’s

valuation

is

its

price

divided

by

its

earnings

per

share.

This

is

referred

to

as

its

Price/Earnings

Ratio

or

P/E

Multiple

(sometimes

just

“P/E”

or

“multiple”

for

short).

The

same

measure

can

be

applied

to

broad

market

indices

like

the

S&P

500.

The

BeeHive

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

June

30,

2022

2

examples

were

assets

with

no

earnings

whatsoever

like

crypto

currencies

and

some

so-called

meme

stocks.

Of

the

4000

or

so

publicly

traded

companies

in

the

U.S.,

nearly

1000

dropped

40%

or

more

this

year.

More

than

half

of

those

are

not

expected

to

show

a

profit

in

2022.

Undoubtedly,

some

will

survive

and

even

prosper.

Many

will

not.

The

result

will

be

permanent

loss

of

capital

for

shareholders.

By

contrast,

our

portfolios

hold

companies

that

generate

cash

flow,

not

just

accounting

earnings

(generally

accepted

accounting

principles,

or

GAAP,

leave

a

lot

of

wiggle

room;

cash

is

cash).

We

think

cash

flow

is

important

in

all

environments

and

even

more

so

when

lending

conditions

are

tight

and

financing

difficult.

What

about

inflation?

The

yield

on

the

10-year

U.S.

Treasury

Note

peaked

in

mid-June

at

around

3.50%,

a

whopping

2%

higher

than

just

a

year

ago.

The

increase

can

be

traced

back

to

inflation

that

has

proved

more

severe

and

persistent

than

most

ever

imagined.

Consumers

immediately

feel

the

pressure

of

inflation

on

highly

visible

essentials

like

gasoline,

food

and

utility

bills

or

discretionary

items

like

air

travel.

But

it

is

the

expectations

of

inflation

that

concern

policymakers

at

the

Federal

Reserve

the

most.

Once

inflation

expectations

become

entrenched,

it

is

difficult

to

get

the

consumer

to

stop

spending

as

the

belief

is

that

things

will

only

get

more

expensive.

The

cycle

become

vicious,

and

inflation

becomes

self-fulfilling.

After

some

waning

confidence

during

the

quarter,

the

market

now

believes

that

the

Fed

will

be

successful.

Inflation

expectations

have

come

back

down

to

2.0%-2.5%

over

the

long

term,

rather

than

the

high

single

digit

rates

we

are

seeing

today.

As

one

problem

is

solved,

another

potentially

arises.

Tighter

monetary

policy

often

leads

to

a

recession.

We

believe

that

this

is

the

risk

that

investors

will

focus

on

in

the

coming

months.

We

are

already

seeing

the

first

signs.

In

the

last

week

of

the

second

quarter,

the

10-year

Treasury

rate

dipped

below

3%.

Credit

spreads

2

are

increasing,

indicating

that

lenders

are

less

inclined

to

extend

cheap

credit

to

lower

quality

borrowers.

If

this

proves

to

be

the

case,

we

believe

that

the

high

quality

and

resiliency

of

our

stock

and

bond

holdings

should

prove

even

more

valuable

relative

to

riskier

and

more

expensive

securities.

2

Credit

spreads

measure

the

difference

in

borrowing

costs

between

the

U.S.

Treasury

and

lower

quality

borrowers.

Asset

2021

Price

Change

Earnings

2017

-

2021

YTD

Price

Change

Bitcoin

+58%

0

-57.9%

AMC

Entertainment

+1,183%

$

6.4

Billion

Loss

-

50.2%

Company

Industry

First

Profits

(Projections)

YTD

Price

Change

Carvana

Auto

dealer

2025

or

later

-90.3%

Aspen

Aerogels

Building

Products

2025

or

later

-80.2%

The

RealReal

Designer

clothing

consignment

2025

or

later

-78.5%

Wayfair

On-line

Furniture

2025

or

later

-77.1%

The

BeeHive

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

June

30,

2022

3

The

BeeHive

Fund’s

Portfolio

Much

has

and

will

be

written

about

how

to

invest

in

an

inflationary

environment.

“Buy

commodity

producers”

or

“value

outperforms

growth”

or

“financials

do

well

when

interest

rates

rise”.

All

of

this

may

be

good

advice

but

spending

much

of

our

day

looking

at

companies,

we

are

struck

by

one

simple

reality:

companies

with

fat

profit

margins

are

much

better

positioned

to

deal

with

inflation

than

those

with

slim

margins.

Consider

two

companies,

one

that

The

BeeHive

Fund

owns,

Thermo

Fisher

Scientific

(TMO),

and

one

that

the

Fund

sold

earlier

this

year,

Whirlpool

(WHR).

The

chart

below

shows

the

impact

on

each

business

of

a

6%

increase

-

the

current

consensus

expectation

for

inflation

for

2022

-

in

its

cost

of

goods

sold

(COGS).

The

math

is

clear.

Thermo

Fisher

Scientific

is

not

immune,

but

the

decline

in

profitability

is

nothing

compared

to

the

impact

to

a

low

gross-margin

business

like

Whirlpool.

What’s

more,

in

order

to

return

to

previous

levels

of

profitability,

Thermo

would

need

to

increase

prices

by

less

than

3%,

while

Whirlpool

would

need

to

increase

prices

by

almost

5%.

High-margin

companies

may

not

initially

lead

the

market

as

investors

seek

“inflation

plays”,

but

we

believe

that

strong

businesses

with

good

margins

are

well

positioned

to

weather

a

period

of

elevated

cost

pressures.

There

are

going

to

be

a

number

of

small,

single

product

companies

that

are

probably

not

going

to

survive

what’s

happening

and

the

valuation

multiple

changing

is

actually,

I

think,

good

for

larger

companies

like

Adobe.

–

Shantanu

Narayen,

Adobe

CEO,

during

June

16,

2022

earnings

call

During

the

second

quarter,

we

were

active

in

adding

new

positions

to

the

Fund’s

portfolio.

And,

whether

it

be

specialized

software

(Adobe,

Autodesk),

video

gaming

(Take

Two

Interactive),

food

delivery

(Domino’s

Pizza)

or

payments

processing

(Fidelity

National

Information

Services),

all

these

companies

share

a

common

attribute

–

they

are

incumbents

facing

threats

from

start-up

challengers.

To

state

the

obvious,

the

days

of

free

money

have

come

to

an

end.

To

put

numbers

to

it,

last

year

Snapchat

issued

convertible

bonds

with

an

interest

rate

of

0.0%

(not

a

typo).

Today,

the

same

bonds

trade

at

71

cents

on

the

dollar,

and

investors

require

a

7%

annualized

return

to

take

the

risk.

The

pendulum

swing

in

the

availability

and

cost

of

capital

from

abundant

to

scarce,

cheap

to

expensive

has

taken

place

to

different

degrees

across

public

and

private

markets.

For

relatively

large

public

companies

like

Snapchat,

higher

borrowing

costs

are

painful

but

not

fatal.

For

small,

development

stage

companies,

the

funds

may

not

exist,

and,

as

Shantanu

Narayen

said,

a

number

will

not

survive.

3

Selling,

General

and

Administrative

Expenses

Impact

of

6%

Cost

of

Goods

Sold

Inflation

TMO

(%

of

revenue)

Before

After

WHR

(%

of

revenue)

Before

After

Revenue

100%

100%

Revenue

100%

100%

COGS

50%

53%

COGS

80%

85%

Gross

Profit

50%

47%

Gross

Profit

20%

15%

SG&A

3

25%

25%

SG&A

9%

9%

Operating

Profit

26%

23%

Operating

Profit

11%

6%

Decline

in

Profit

-12%

Decline

in

Profit

-45%

The

BeeHive

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

June

30,

2022

4

Many

businesses

with

great

technology

and

lots

of

future

promise,

but

no

profits

today,

will

be

forced

to

consider

selling

to

an

industry

player

with

deeper

pockets

or

to

cut

spending

on

sales

and

marketing

and

reduce

investment

in

product

development

to

conserve

cash.

In

either

case,

this

is

good

news

for

the

incumbents

with

established

business

models

and

strong

cash

flow

that

these

challengers

sought

to

displace.

We

also

see

the

benefit

for

larger

companies

extending

to

what

has

been

one

of

this

cycle’s

scarcest

resources

–

human

capital.

As

noted

by

The

Wall

Street

Journal,

“after

years

of

fighting

to

keep

engineers

and

other

sought-after

employees

from

leaving

for

rivals

or

buzzy

startups,

the

healthiest

of

the

big

tech

companies

are

increasingly

attractive

for

tech

workers

suddenly

more

keen

on

stability.”

4

Right

now,

investor

focus

is

on

the

losers

in

this

sea-change.

We

are

looking

for

the

beneficiaries,

and

our

focus

on

highly

profitable

businesses

means

that

we

own

many

incumbents.

Most

of

these

stocks

are

down

with

the

market

this

year,

but

we

believe

that

their

competitive

positions

have

been

strengthened

and

that

the

multi-year

outlook

is,

if

anything,

brighter.

Regards,

Spears

Abacus

4

Mims,

Christopher,

“The

Tech

Crash

Could

be

a

Talent

Bonanza

for

Big

Tech”,

The

Wall

Street

Journal,

May

8,

2022

The

BeeHive

Fund

SCHEDULE

OF

INVESTMENTS

June

30,

2022

5

See

Notes

to

Financial

Statements.

Shares

Security

Description

Value

Common

Stock

-

91.5%

Communication

Services

-

10.6%

3,082‌

Alphabet,

Inc.,

Class A 

(a)

$

6,716,479‌

2,251‌

Alphabet,

Inc.,

Class C 

(a)

4,923,950‌

23,184‌

Take-Two

Interactive

Software,

Inc. 

(a)

2,840,736‌

14,481,165‌

Consumer

Discretionary

-

8.4%

35,760‌

Aptiv

PLC 

(a)

3,185,143‌

98,520‌

Comcast

Corp.,

Class A

3,865,925‌

4,076‌

Domino's

Pizza,

Inc.

1,588,458‌

56,513‌

Restaurant

Brands

International,

Inc.

2,834,127‌

11,473,653‌

Consumer

Staples

-

8.9%

81,940‌

Mondelez

International,

Inc.,

Class A

5,087,654‌

49,750‌

Nestle

SA,

ADR

5,790,402‌

38,397‌

US

Foods

Holding

Corp. 

(a)

1,178,020‌

12,056,076‌

Financials

-

16.3%

15,320‌

Aon

PLC,

Class A

4,131,498‌

11,720‌

Berkshire

Hathaway,

Inc.,

Class B 

(a)

3,199,794‌

36,970‌

Chubb,

Ltd.

7,267,563‌

42,950‌

Intercontinental

Exchange,

Inc.

4,039,018‌

31,610‌

JPMorgan

Chase

&

Co.

3,559,602‌

22,197,475‌

Health

Care

-

8.7%

15,000‌

Danaher

Corp.

3,802,800‌

146,124‌

Tabula

Rasa

HealthCare,

Inc. 

(a)

375,538‌

14,100‌

Thermo

Fisher

Scientific,

Inc.

7,660,248‌

11,838,586‌

Industrials

-

0.9%

102,061‌

BrightView

Holdings,

Inc. 

(a)

1,224,732‌

Information

-

30.2%

3,785‌

Adobe,

Inc. 

(a)

1,385,537‌

20,720‌

Analog

Devices,

Inc.

3,026,985‌

46,920‌

Apple,

Inc.

6,414,902‌

7,613‌

Autodesk,

Inc. 

(a)

1,309,132‌

28,981‌

Fidelity

National

Information

Services,

Inc.

2,656,688‌

30,613‌

Fiserv,

Inc. 

(a)

2,723,639‌

27,329‌

Global

Payments,

Inc.

3,023,681‌

54,610‌

Microsoft

Corp.

14,025,486‌

59,860‌

Oracle

Corp.

4,182,418‌

21,046‌

VMware,

Inc.,

Class A

2,398,823‌

41,147,291‌

Materials

-

5.0%

61,030‌

Berry

Global

Group,

Inc. 

(a)

3,334,679‌

37,223‌

Crown

Holdings,

Inc.

3,430,844‌

6,765,523‌

Real

Estate

-

2.5%

28,530‌

Prologis,

Inc.

REIT

3,356,554‌

Total

Common

Stock

(Cost

$63,155,831)

124,541,055‌

Principal

Security

Description

Rate

Maturity

Value

U.S.

Government

&

Agency

Obligations

-

4.4%

U.S.

Treasury

Securities

-

4.4%

3,000,000‌

U.S.

Treasury

Bill 

(b)

1.04 -

1.06%

09/29/22

2,987,738‌

1,000,000‌

U.S.

Treasury

Note/

Bond

1.50 

01/15/23

993,777‌

1,000,000‌

U.S.

Treasury

Note/

Bond

0.13 

03/31/23

980,622‌

1,000,000‌

U.S.

Treasury

Note/

Bond

0.25 

03/15/24

954,961‌

5,917,098‌

Total

U.S.

Government

&

Agency

Obligations

(Cost

$5,939,194)

5,917,098‌

Shares

Security

Description

Value

Money

Market

Fund

-

4.1%

5,595,890‌

First

American

Treasury

Obligations

Fund,

Class X,

1.32% 

(c)

(Cost

$5,595,890)

5,595,890‌

Investments,

at

value

-

100.0%

(Cost

$74,690,915)

$

136,054,043‌

Other

Assets

&

Liabilities,

Net

-

0.0%

(6,612‌)

Net

Assets

-

100.0%

$

136,047,431‌

ADR

American

Depositary

Receipt

PLC

Public

Limited

Company

REIT

Real

Estate

Investment

Trust

(a)

Non-income

producing

security.

(b)

Zero

coupon

bond.

Interest

rate

presented

is

yield

to

maturity.

(c)

Dividend

yield

changes

daily

to

reflect

current

market

conditions.

Rate

was

the

quoted

yield

as

of

June

30,

2022.

The

BeeHive

Fund

SCHEDULE

OF

INVESTMENTS

June

30,

2022

6

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.

The

Level

1

value

displayed

in

this

table

is

Common

Stock.

The

Level

2

value

displayed

in

this

table

is

a

Money

Market

Fund

and

U.S.

Treasury

Securities.

Refer

to

this

Schedule

of

Investments

for

a

further

breakout

of

each

security

by

industry.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

124,541,056‌

Level

2

-

Other

Significant

Observable

Inputs

11,512,987‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

136,054,043‌

PORTFOLIO

HOLDINGS

%

of

Total

Investments

Communication

Services

10.6‌%

Consumer

Discretionary

8.4‌%

Consumer

Staples

8.9‌%

Financials

16.3‌%

Health

Care

8.7‌%

Industrials

0.9‌%

Information

30.2‌%

Materials

5.0‌%

Real

Estate

2.5‌%

U.S.

Government

&

Agency

Obligations

4.4‌%

Money

Market

Fund

4.1‌%

100.0‌%

The

BeeHive

Fund

STATEMENT

OF

ASSETS

AND

LIABILITIES

June

30,

2022

7

See

Notes

to

Financial

Statements.

ASSETS

Investments,

at

value

(Cost

$74,690,915)

$

136,054,043‌

Receivables:

Dividends

and

interest

112,819‌

Prepaid

expenses

10,125‌

Total

Assets

136,176,987‌

LIABILITIES

Accrued

Liabilities:

Investment

advisor

fees

85,674‌

Fund

services

fees

15,005‌

Other

expenses

28,877‌

Total

Liabilities

129,556‌

NET

ASSETS

$

136,047,431‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

68,559,928‌

Distributable

earnings

67,487,503‌

NET

ASSETS

$

136,047,431‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

7,648,458‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE

$

17.79‌

The

BeeHive

Fund

STATEMENT

OF

OPERATIONS

SIX

MONTHS

ENDED

JUNE

30,

2022

8

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$61,819)

$

749,272‌

Interest

income

19,634‌

Total

Investment

Income

768,906‌

EXPENSES

Investment

advisor

fees

576,288‌

Fund

services

fees

108,192‌

Custodian

fees

8,637‌

Registration

fees

4,319‌

Professional

fees

20,858‌

Trustees’

fees

and

expenses

3,872‌

Other

expenses

20,798‌

Total

Expenses

742,964‌

NET

INVESTMENT

INCOME

25,942‌

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

on

investments

6,535,015‌

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

(40,063,986‌)

NET

REALIZED

AND

UNREALIZED

LOSS

(33,528,971‌)

DECREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

(33,503,029‌)

The

BeeHive

Fund

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

9

See

Notes

to

Financial

Statements.

For

the

Six

Months

Ended

June

30,

2022

For

the

Year

Ended

December

31,

2021

OPERATIONS

Net

investment

income

$

25,942‌

$

133,435‌

Net

realized

gain

6,535,015‌

7,531,633‌

Net

change

in

unrealized

appreciation

(depreciation)

(40,063,986‌)

22,947,971‌

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

(33,503,029‌)

30,613,039‌

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

–‌

(9,200,707‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

972,719‌

1,590,570‌

Reinvestment

of

distributions

–‌

8,958,806‌

Redemption

of

shares

(7,017,440‌)

(6,054,219‌)

Increase

(Decrease)

in

Net

Assets

from

Capital

Share

Transactions

(6,044,721‌)

4,495,157‌

Increase

(Decrease)

in

Net

Assets

(39,547,750‌)

25,907,489‌

NET

ASSETS

Beginning

of

Period

175,595,181‌

149,687,692‌

End

of

Period

$

136,047,431‌

$

175,595,181‌

SHARE

TRANSACTIONS

Sale

of

shares

46,426‌

74,670‌

Reinvestment

of

distributions

–‌

414,425‌

Redemption

of

shares

(345,972‌)

(288,033‌)

Increase

(Decrease)

in

Shares

(299,546‌)

201,062‌

The

BeeHive

Fund

FINANCIAL

HIGHLIGHTS

10

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

period

.

For

the

Six

Months

Ended

June

30,

2022

For

the

Years

Ended

December

31,

2021

2020

2019

2018

2017

NET

ASSET

VALUE,

Beginning

of

Period

$

22.09‌

$

19.32‌

$

17.00‌

$

13.10‌

$

15.23‌

$

14.26‌

INVESTMENT

OPERATIONS

Net

investment

income

(a)

0.00‌(b)

0.02‌

0.04‌

0.24‌

0.13‌

0.10‌

Net

realized

and

unrealized

gain

(loss)

(4.30‌)

3.97‌

2.61‌

4.50‌

(1.79‌)

1.48‌

Total

from

Investment

Operations

(4.30‌)

3.99‌

2.65‌

4.74‌

(1.66‌)

1.58‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

–‌

(0.02‌)

(0.04‌)

(0.24‌)

(0.13‌)

(0.09‌)

Net

realized

gain

–‌

(1.20‌)

(0.29‌)

(0.60‌)

(0.34‌)

(0.52‌)

Total

Distributions

to

Shareholders

–‌

(1.22‌)

(0.33‌)

(0.84‌)

(0.47‌)

(0.61‌)

NET

ASSET

VALUE,

End

of

Period

$

17.79‌

$

22.09‌

$

19.32‌

$

17.00‌

$

13.10‌

$

15.23‌

TOTAL

RETURN

(19.47‌)%(c)

20.79‌%

15.59‌%

36.28‌%

(10.98‌)%

11.07‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

136,047‌

$

175,595‌

$

149,688‌

$

134,415‌

$

105,406‌

$

130,876‌

Ratios

to

Average

Net

Assets:

(d)

Net

investment

income

0.03‌%(e)

0.08‌%

0.23‌%

1.49‌%

0.84‌%

0.64‌%

Net

expenses

0.97‌%(e)

0.97‌%(f)

0.98‌%

0.98‌%

0.99‌%

0.99‌%(f)

Gross

expenses

0.97‌%(e)

0.97‌%

0.99‌%(g)

0.98‌%(g)

0.99‌%(g)

0.99‌%

PORTFOLIO

TURNOVER

RATE

10‌%(c)

14‌%

22‌%

10‌%

10‌%

14‌%

(a)

Calculated

based

on

average

shares

outstanding

during

each

period.

(b)

Less

than

$0.01

per

share.

(c)

Not

annualized.

(d)

The

ratios

of

expenses

and

net

investment

income

to

average

net

assets

do

not

reflect

the

Fund’s

proportionate

share

of

income

and

expenses

of

under-

lying

investment

companies

in

which

the

Fund

invests.

(e)

Annualized.

(f)

Ratio

includes

waivers

and

previously

waived

investment

advisory

fees

recovered.  

The

impact

of

the

recovered

fees

may

cause

a

higher

net

expense

ratio.

(g)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

The

BeeHive

Fund

NOTES

TO

FINANCIAL

STATEMENTS

June

30,

2022

11

Note

1.

Organization

The

BeeHive

Fund

(the

“Fund”)

is

a

diversified

portfolio

of

Forum

Funds

(the

“Trust”).

The

Trust

is

a

Delaware

statutory

trust

that

is

registered

as

an

open-end,

management

investment

company

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“Act”).

Under

its

Trust

Instrument,

the

Trust

is

authorized

to

issue

an

unlimited

number

of

the

Fund’s

shares

of

beneficial

interest

without

par

value.

The

Fund

commenced

operations

on

September

2,

2008.

The

Fund

seeks

capital

appreciation.

Note

2.

Summary

of

Significant

Accounting

Policies

The

Fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

under

Financial

Accounting

Standards

Board

Accounting

Standards

Codification

Topic

946,

“Financial

Services

–

Investment

Companies.”

These

financial

statements

are

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(“GAAP”),

which

require

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities,

the

disclosure

of

contingent

liabilities

at

the

date

of

the

financial

statements,

and

the

reported

amounts

of

increases

and

decreases

in

net

assets

from

operations

during

the

fiscal

period.

Actual

amounts

could

differ

from

those

estimates.

The

following

summarizes

the

significant

accounting

policies

of

the

Fund:

Security

Valuation

–

Securities

are

valued

at

market

prices

using

the

last

quoted

trade

or

official

closing

price

from

the

principal

exchange

where

the

security

is

traded,

as

provided

by

independent

pricing

services

on

each

Fund

business

day.

In

the

absence

of

a

last

trade,

securities

are

valued

at

the

mean

of

the

last

bid

and

ask

price

provided

by

the

pricing

service.

Shares

of

non-exchange

traded

open-end

mutual

funds

are

valued

at

net

asset

value

(“NAV”).

Short-term

investments

that

mature

in

sixty

days

or

less

may

be

valued

at

amortized

cost.

The

Fund

values

its

investments

at

fair

value

pursuant

to

procedures

adopted

by

the

Trust’s

Board

of

Trustees

(the

“Board”)

if

(1)

market

quotations

are

not

readily

available

or

(2)

the

Advisor,

as

defined

in

Note

3,

believes

that

the

values

available

are

unreliable.

The

Trust’s

Valuation

Committee,

as

defined

in

the

Fund’s

registration

statement,

performs

certain

functions

as

they

relate

to

the

administration

and

oversight

of

the

Fund’s

valuation

procedures.

Under

these

procedures,

the

Valuation

Committee

convenes

on

a

regular

and

ad

hoc

basis

to

review

such

investments

and

considers

a

number

of

factors,

including

valuation

methodologies

and

significant

unobservable

inputs,

when

arriving

at

fair

value.

The

Valuation

Committee

may

work

with

the

Advisor

to

provide

valuation

inputs.

In

determining

fair

valuations,

inputs

may

include

market-based

analytics

that

may

consider

related

or

comparable

assets

or

liabilities,

recent

transactions,

market

multiples,

book

values

and

other

relevant

investment

information.

Advisor

inputs

may

include

an

income-based

approach

in

which

the

anticipated

future

cash

flows

of

the

investment

are

discounted

in

determining

fair

value.

Discounts

may

also

be

applied

based

on

the

nature

or

duration

of

any

restrictions

on

the

disposition

of

the

investments.

The

Valuation

Committee

performs

regular

reviews

of

valuation

methodologies,

key

inputs

and

assumptions,

disposition

analysis

and

market

activity.

Fair

valuation

is

based

on

subjective

factors

and,

as

a

result,

the

fair

value

price

of

an

investment

may

differ

from

the

security’s

market

price

and

may

not

be

the

price

at

which

the

asset

may

be

sold.

Fair

valuation

could

result

in

a

different

NAV

than

a

NAV

determined

by

using

market

quotes.

GAAP

has

a

three-tier

fair

value

hierarchy.

The

basis

of

the

tiers

is

dependent

upon

the

various

“inputs”

used

to

determine

the

value

of

the

Fund’s

investments.

These

inputs

are

summarized

in

the

three

broad

levels

listed

below:

Level

1

-

Quoted

prices

in

active

markets

for

identical

assets

and

liabilities.

Level

2

-

Prices

determined

using

significant

other

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

prepayment

speeds,

credit

risk,

etc.).

Short-term

securities

with

maturities

of

sixty

days

or

less

are

valued

at

amortized

cost,

which

approximates

market

value,

and

are

categorized

as

Level

2

in

the

hierarchy.

Municipal

securities,

long-term

U.S.

government

obligations

and

corporate

debt

securities

are

valued

in

accordance

with

the

evaluated

price

supplied

by

a

pricing

service

and

generally

categorized

as

Level

2

in

the

hierarchy.

Other

securities

that

are

categorized

as

Level

2

in

the

hierarchy

include,

but

are

not

limited

to,

warrants

that

do

not

trade

on

an

exchange,

securities

valued

at

the

mean

between

the

last

reported

bid

and

ask

quotation

and

international

equity

securities

valued

by

an

independent

third

party

with

adjustments

for

changes

in

value

between

the

time

of

the

securities’

respective

local

market

closes

and

the

close

of

the

U.S.

market.

The

BeeHive

Fund

NOTES

TO

FINANCIAL

STATEMENTS

June

30,

2022

12

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.

Non-cash

dividend

income

is

recorded

at

the

fair

market

value

of

the

securities

received.

Foreign

dividend

income

is

recorded

on

the

ex-dividend

date

or

as

soon

as

possible

after

determining

the

existence

of

a

dividend

declaration

after

exercising

reasonable

due

diligence.

Income

and

capital

gains

on

some

foreign

securities

may

be

subject

to

foreign

withholding

taxes,

which

are

accrued

as

applicable.

Interest

income

is

recorded

on

an

accrual

basis.

Premium

is

amortized

to

the

next

call

date

above

par

and

discount

is

accreted

to

maturity

using

the

effective

interest

method.

Identified

cost

of

investments

sold

is

used

to

determine

the

gain

and

loss

for

both

financial

statement

and

federal

income

tax

purposes.

Distributions

to

Shareholders

–

The

Fund

declares

any

dividends

from

net

investment

income

and

pays

them

annually.

Any

net

capital

gains

and

net

foreign

currency

gains

realized

by

the

Fund

are

distributed

at

least

annually.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Distributions

are

based

on

amounts

calculated

in

accordance

with

applicable

federal

income

tax

regulations,

which

may

differ

from

GAAP.

These

differences

are

due

primarily

to

differing

treatments

of

income

and

gain

on

various

investment

securities

held

by

the

Fund,

timing

differences

and

differing

characterizations

of

distributions

made

by

the

Fund.

Federal

Taxes

–

The

Fund

intends

to

continue

to

qualify

each

year

as

a

regulated

investment

company

under

Subchapter

M

of

Chapter

1,

Subtitle

A,

of

the

Internal

Revenue

Code

of

1986,

as

amended

(“Code”),

and

to

distribute

all

of

its

taxable

income

to

shareholders.

In

addition,

by

distributing

in

each

calendar

year

substantially

all

of

its

net

investment

income

and

capital

gains,

if

any,

the

Fund

will

not

be

subject

to

a

federal

excise

tax.

Therefore,

no

federal

income

or

excise

tax

provision

is

required.

The

Fund

files

a

U.S.

federal

income

and

excise

tax

return

as

required.

The

Fund’s

federal

income

tax

returns

are

subject

to

examination

by

the

Internal

Revenue

Service

for

a

period

of

three

fiscal

years

after

they

are

filed.

As

of

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.

Commitments

and

Contingencies

–

In

the

normal

course

of

business,

the

Fund

enters

into

contracts

that

provide

general

indemnifications

by

the

Fund

to

the

counterparty

to

the

contract.

The

Fund’s

maximum

exposure

under

these

arrangements

is

dependent

on

future

claims

that

may

be

made

against

the

Fund

and,

therefore,

cannot

be

estimated;

however,

based

on

experience,

the

risk

of

loss

from

such

claims

is

considered

remote.

The

Fund

has

determined

that

none

of

these

arrangements

requires

disclosure

on

the

Fund’s

balance

sheet.

Note

3.

Fees

and

Expenses

Investment

Advisor

–

Spears

Abacus

Advisors

LLC

(the

“Advisor”)

is

the

investment

advisor

to

the

Fund.

Pursuant

to

an

investment

advisory

agreement,

the

Advisor

receives

an

advisory

fee,

payable

monthly,

from

the

Fund

at

an

annual

rate

of

0.75%

of

the

Fund’s

average

daily

net

assets.

Distribution

–

Foreside

Fund

Services,

LLC

(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

Advisor

or

Atlantic

Fund

Administration,

LLC,

a

wholly

owned

subsidiary

of

Apex

US

Holdings

LLC

(d/b/a

Apex

Fund

Services)

(“Apex”)

or

their

affiliates.

The

Fund

has

adopted

a

distribution

plan

in

accordance

with

Rule

12b-1

of

the

Act.

The

Fund

may

pay

the

Distributor

and/or

any

other

entity

as

authorized

by

the

Board

a

fee

up

to

0.25%

of

the

Fund’s

average

daily

net

assets.

The

Fund

has

suspended

payments

under

its

Rule

12b-1

plan

until

further

notice

and

has

not

paid

any

distribution

fees

to

date.

The

Fund

may

remove

the

suspension

and

make

payments

under

the

Rule

12b-1

plan

at

any

time,

subject

to

Board

approval.

The

BeeHive

Fund

NOTES

TO

FINANCIAL

STATEMENTS

June

30,

2022

13

Other

Service

Providers

–

Apex

provides

fund

accounting,

fund

administration,

compliance

and

transfer

agency

services

to

the

Fund.

The

fees

related

to

these

services

are

included

in

Fund

services

fees

within

the

Statement

of

Operations.

Apex

also

provides

certain

shareholder

report

production

and

EDGAR

conversion

and

filing

services.

Pursuant

to

an

Apex

Services

Agreement,

the

Fund

pays

Apex

customary

fees

for

its

services.

Apex

provides

a

Principal

Executive

Officer,

a

Principal

Financial

Officer,

a

Chief

Compliance

Officer

and

an

Anti-Money

Laundering

Officer

to

the

Fund,

as

well

as

certain

additional

compliance

support

functions.

Trustees

and

Officers

–

Each

Independent

Trustee’s

annual

retainer

is

$45,000

($55,000

for

the

Chairman).

The

Audit

Committee

Chairman

receives

an

additional

$2,000

annually.

The

Trustees

and

Chairman

may

receive

additional

fees

for

special

Board

meetings.

Each

Trustee

is

also

reimbursed

for

all

reasonable

out-of-pocket

expenses

incurred

in

connection

with

his

or

her

duties

as

a

Trustee,

including

travel

and

related

expenses

incurred

in

attending

Board

meetings.

The

amount

of

Trustees’

fees

attributable

to

the

Fund

is

disclosed

in

the

Statement

of

Operations.

Certain

officers

of

the

Trust

are

also

officers

or

employees

of

the

above

named

service

providers,

and

during

their

terms

of

office

received

no

compensation

from

the

Fund.

Note

4.

Expense

Reimbursement

and

Fees

Waived

The

Advisor

has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

total

annual

Fund

operating

expenses

after

fee

waiver

and/or

expense

reimbursement

(excluding

taxes,

interest,

portfolio

transaction

expenses

and

extraordinary

expenses)

to

0.99%

of

the

Fund’s

average

daily

net

assets

through

April

30,

2023

(the

“Expense

Cap”).

The

Advisor

may

recoup

from

the

Fund

fees

waived

and

expenses

reimbursed

by

the

Advisor

pursuant

to

the

Expense

Cap

if

such

recoupment

is

made

within

three

years

of

the

fee

waiver

or

expense

reimbursement

and

does

not

cause

the

total

annual

Fund

operating

expenses

after

fee

waiver

and/or

expense

reimbursement

of

the

Fund

(after

giving

effect

to

the

recouped

amount)

to

exceed

the

lesser

of

(i)

the

then-current

expense

cap

and

(ii)

the

expense

cap

in

place

at

the

time

the

fees/expenses

were

waived/

reimbursed.

As

of

June

30,

2022,

$

0

is

subject

to

recapture

by

the

Advisor.

Refer

back

to

the

Statement

of

Operations

to

see

what

was

recouped

during

the

period.

Note

5.

Security

Transactions

The

cost

of

purchases

and

proceeds

from

sales

of

investment

securities

(including

maturities),

other

than

short-term

investments

during

the

period

ended

June

30,

2022

totaled

$14,876,045

and

$29,676,961,

respectively.

Note

6.

Federal

Income

Tax

As

of

June

30,

2022,

the

cost

of

investments

for

federal

income

tax

purposes

is

substantially

the

same

as

for

financial

statement

purposes and

the

components

of

net

unrealized appreciation were

as

follows:

As

of

December

31,

2021

,

distributable

earnings

on

a

tax

basis

were

as

follows:

The

difference

between

components

of

distributable

earnings

on

a

tax

basis

and

the

amounts

reflected

in

the

Statement

of

Assets

and

Liabilities

are

primarily

due

to

post-October

losses

and

wash

sales.

For

tax

purposes,

the

prior

year

post-October

loss

was

$

424,261

(realized

during

the

period

November

1,

2021

through

December

31,

2021

).

This

loss

was

recognized

for

tax

purposes

on

the

first

business

day

of

the

Fund’s

current

fiscal

year,

January

1,

2022.

Gross

Unrealized

Appreciation

$

65,903,940‌

Gross

Unrealized

Depreciation

(4,540,812‌)

Net

Unrealized

Appreciation

$

61,363,128‌

Undistributed

Ordinary

Income

$

7,658‌

Capital

and

Other

Losses

(424,261‌)

Unrealized

Appreciation

101,407,135‌

Total

$

100,990,532‌

The

BeeHive

Fund

NOTES

TO

FINANCIAL

STATEMENTS

June

30,

2022

14

Note

7.

Subsequent

Events

Subsequent

events

occurring

after

the

date

of

this

report

through

the

date

these

financial

statements

were

issued

have

been

evaluated

for

potential

impact,

and

the

Fund

has

had

no

such

events.

Management

has

evaluated

the

need

for

additional

disclosures

and/or

adjustments

resulting

from

subsequent

events.

Based

on

this

evaluation,

no

additional

disclosures

or

adjustments

were

required.

The

BeeHive

Fund

ADDITIONAL

INFORMATION

June

30,

2022

15

Proxy

Voting

Information

A

description

of

the

policies

and

procedures

that

the

Fund

uses

to

determine

how

to

vote

proxies

relating

to

securities

held

in

the

Fund’s

portfolio

is

available,

without

charge

and

upon

request,

by

calling

(866)

684-4915

and

on

the

U.S.

Securities

and

Exchange

Commission’s

(the

“SEC”)

website

at

www.sec.gov.

The

Fund’s

proxy

voting

record

for

the

most

recent

twelve-month

period

ended

June

30

is

available,

without

charge

and

upon

request,

by

calling

(866)

684-4915

and

on

the

SEC’s

website

at

www.sec.gov.

Availability

of

Quarterly

Portfolio

Schedules

The

Fund

files

its

complete

schedule

of

portfolio

holdings

with

the

SEC

for

the

first

and

third

quarters

of

each

fiscal

year

on

Form

N-PORT.

Forms

N-PORT

are

available

free

of

charge

on

the

SEC’s

website

at

www.sec.gov.

Shareholder

Expense

Example

As

a

shareholder

of

the

Fund

,

you

incur

ongoing

costs,

including

management

fees

and

other

Fund

expenses.

This

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

Fund

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

The

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

of

the

table

below

provides

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

You

may

use

this

information

to

compare

the

ongoing

costs

of

investing

in

the

Fund

and

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

the

expenses

shown

in

the

table

are

meant

to

highlight

your

ongoing

costs

only.

Therefore,

the

second

line

of

the

table

is

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

Beginning

Account

Value

January

1,

2022

Ending

Account

Value

June

30,

2022

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Actual

$

1,000.00

$

805.34

$

4.34

0.97%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,019.98

$

4.86

0.97%

*

Expenses

are

equal

to

the

Fund’s

annualized

expense

ratio

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half-year

(181)

divided

by

365

to

reflect

the

half-year

period.

THE

BEEHIVE

FUND

P.O

Box

588

Portland,

Maine

04112

(866)

684-4915

(toll

free)

The

report

is

submitted

for

the

general

information

of

the

shareholders

of

the

Fund.

It

is

not

authorized

for

distribution

to

prospective

investors

unless

preceded

or

accompanied

by

an

effective

prospectus,

which

includes

information

regarding

the

Fund’s

risks,

objectives,

fees

and

expenses,

experience

of

its

management

and

other

information.

Distributor

Foreside

Fund

Services,

LLC

Three

Canal

Plaza

Suite

100

Portland,

Maine

04101

www.foreside.com

237-SAR-0622

ITEM 2. CODE OF ETHICS.

Not applicable.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable

ITEM 6. INVESTMENTS.

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

(b)Not applicable.

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

MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

ITEM 11. CONTROLS AND PROCEDURES

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

 (b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

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

Not applicable.

ITEM 13. EXHIBITS.

(a)(1)  Not applicable.

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

(a)(3)  Not applicable.

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

SIGNATURES

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

Registrant              Forum Funds

By:	/s/ Jessica Chase
	Jessica Chase, Principal Executive Officer
Date:	September 13, 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 13, 2022

By:	/s/ Karen Shaw
	Karen Shaw, Principal Financial Officer
Date:	September 13, 2022