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

As filed with the Securities and Exchange Commission on March 1, 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number 811-03023

FORUM FUNDS

Three Canal Plaza, Suite 600

Portland, Maine 04101

Jessica A. Chase, Principal Executive Officer

Three Canal Plaza, Suite 600

Portland, Maine 04101

207-347-2000

Date of fiscal year end: June 30

Date of reporting period: July 1, 2022 – December 31, 2022

ITEM 1. REPORT TO STOCKHOLDERS.

AUXIER

FOCUS

FUND

Semi-Annual

Report

December

31,

2022

(Unaudited)

Fund

Adviser:

Auxier

Asset

Management

LLC

15668

NE

Eilers

Road

Aurora,

Oregon

97002

Toll

Free:

(877)

3AUXIER

or

(877)

328-9437

AUXIER

FOCUS

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

December

31,

2022

1

AUXIER

FOCUS

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

December

31,

2022

2

AUXIER

FOCUS

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

December

31,

2022

3

AUXIER

FOCUS

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

December

31,

2022

4

AUXIER

FOCUS

FUND

A

MESSAGE

TO

OUR

SHAREHOLDERS

December

31,

2022

5

AUXIER

FOCUS

FUND

PERFORMANCE

CHART

AND

ANALYSIS

December

31,

2022

6

The

following

chart

reflects

the

change

in

the

value

of

a

hypothetical

$10,000

investment

in

Investor

Shares,

including

reinvested

dividends

and

distributions,

in

the

Auxier

Focus

Fund

(the

“Fund”)

compared

with

the

performance

of

the

benchmark,

the

S&P

500

Index

(“S&P

500”),

over

the

past

ten

fiscal

years.

The

S&P

500

is

a

broad-based

measurement

of

the

U.S.

stock

market

based

on

the

performance

of

500

widely

held

large

capitalization

common

stocks.

The

total

return

of

the

Fund's

classes

includes

the

maximum

sales

charge

of

5.75%

(A

Shares

only)

and

operating

expenses

that

reduce

returns,

while

the

total

return

of

the

S&P

500®

does

not

include

the

effect

of

sales

charges

and

expenses.

A

Shares

are

subject

to

a

1.00%

contingent

deferred

sales

charge

on

shares

purchased

without

an

initial

sales

charge

and

redeemed

less

than

one

year

after

purchase.

The

total

return

of

the

index

includes

the

reinvestment

of

dividends

and

income.

The

total

return

of

the

Fund

includes

operating

expenses

that

reduce

returns,

while

the

total

return

of

the

index

does

not

include

expenses.

The

Fund

is

professionally

managed,

while

the

index

is

unmanaged

and

is

not

available

for

investment.

Comparison

of

Change

in

Value

of

a

$10,000

Investment

Investor

Shares

vs.

S&P

500

Index

\

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

For

the

most

recent

month-end

performance,

please

call

(877)

328-9437

or

visit

www.auxierasset.com.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratios

(gross)

for

Investor

Shares,

A

Shares

and

Institutional

Shares

are

1.08%,

1.65%

and

1.08%,

respectively.

However,

the

Fund’s

Adviser has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

dividend

expenses

on

short

sales,

and

extraordinary

expenses)

to

0.92%,

1.25%

and

0.80%

of

the

Investor

Shares,

A

Shares

and

Institutional

Shares,

respectively,

through

October

31,

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

180

days

of

purchase

will

be

charged

a

2.00%

redemption

fee.

The

performance

table

and

graph

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

Fund

shares.

Returns

greater

than

one

year

are

annualized.

Performance

for

Investor

Shares

for

periods

prior

to

December

10,

2004,

reflects

performance

and

expenses

of

Auxier

Focus

Fund,

a

series

of

Unified

Series

Trust

(the

“Predecessor

Fund”).

Prior

to

January

3,

2003,

the

Predecessor

Fund

was

a

series

of

Ameriprime

Funds.

Average

Annual

Total

Returns

Periods

Ended

December

31,

2022

One

Year

Five

Years

Ten

Years

Since

Inception

(1)

Investor

Shares

-4.52%

6.98%

8.77%

7.43%

S&P

500®

Index

(Since

July

9,

1999)

-18.11%

9.42%

12.56%

6.37%

A

Shares

(with

sales

charge)

(2)(3)

-10.31%

5.40%

7.92%

7.07%

Institutional

Shares

(3)

-4.40%

7.14%

8.98%

7.52%

(1)

Institutional,

A

Shares

and

Investor

Shares

commenced

operations

on

May

9,

2012,

July

8,

2005

and

July

9,

1999,

respectively.

(2)

Due

to

shareholder

redemptions

on

August

21,

2005,

net

assets

of

the

class

were

zero

from

the

close

of

business

on

that

date

until

September

22,

2005.

Financial

information

presented

for

the

period

August

21,

2005

to

September

22,

2005

reflects

performance

of

Investor

Shares

of

the

Fund.

(3)

For

Institutional

Shares

and

A

Shares,

performance

for

the

since

inception

period

is

a

blended

average

annual

return

which

includes

the

return

of

the

Investor

Shares

prior

to

commencement

of

operations

of

the

Institutional

Shares

and

A

Shares.

AUXIER

FOCUS

FUND

SCHEDULE

OF

INVESTMENTS

December

31,

2022

7

See

Notes

to

Financial

Statements.

Shares

Security

Description

Value

Equity

Securities

-

88.9%

Common

Stock

-

88.9%

Communications

-

0.5%

23,300‌

America

Movil

SAB

de

CV,

ADR

$

435,060‌

1,719‌

Cisco

Systems,

Inc.

81,893‌

7,119‌

Telefonica

SA,

ADR

25,415‌

93,168‌

Warner

Bros

Discovery,

Inc. 

(a)

883,233‌

1,425,601‌

Consumer

Cyclical

-

1.5%

2,076‌

Alibaba

Group

Holding,

Ltd.,

ADR 

(a)

182,875‌

1,241‌

Booking

Holdings,

Inc. 

(a)

2,500,962‌

14,025‌

DR

Horton,

Inc.

1,250,189‌

3,934,026‌

Consumer

Discretionary

-

6.3%

116,618‌

Arcos

Dorados

Holdings,

Inc.,

Class A

974,926‌

34,000‌

Becle

SAB

de

CV

73,440‌

44,408‌

Comcast

Corp.,

Class A

1,552,948‌

15,650‌

CVS

Health

Corp.

1,458,423‌

100‌

Domino's

Pizza,

Inc.

34,640‌

16,250‌

General

Motors

Co.

546,650‌

13,500‌

Grand

Canyon

Education,

Inc. 

(a)

1,426,410‌

200,501‌

Lincoln

Educational

Services

Corp. 

(a)

1,160,901‌

17,725‌

Lowe's

Cos.,

Inc.

3,531,529‌

4,756‌

McDonald's

Corp.

1,253,349‌

46,302‌

Sally

Beauty

Holdings,

Inc. 

(a)

579,701‌

3,870‌

The

Home

Depot,

Inc.

1,222,378‌

12,850‌

Walmart,

Inc.

1,822,001‌

4,550‌

Yum

China

Holdings,

Inc.

248,658‌

7,050‌

Yum!

Brands,

Inc.

902,964‌

16,788,918‌

Consumer

Staples

-

15.9%

65,455‌

Altria

Group,

Inc.

2,991,948‌

47,955‌

British

American

Tobacco

PLC,

ADR

1,917,241‌

13,200‌

Coca-Cola

HBC

AG,

ADR 

(a)

312,180‌

3,135‌

Diageo

PLC,

ADR

558,626‌

50,327‌

Molson

Coors

Beverage

Co.,

Class B

2,592,847‌

34,800‌

Monster

Beverage

Corp. 

(a)

3,533,244‌

41,895‌

PepsiCo.,

Inc.

7,568,751‌

84,525‌

Philip

Morris

International,

Inc.

8,554,775‌

37,544‌

The

Coca-Cola

Co.

2,388,174‌

195,126‌

The

Kroger

Co.

8,698,717‌

3,140‌

The

Procter

&

Gamble

Co.

475,898‌

54,421‌

Unilever

PLC,

ADR

2,740,097‌

42,332,498‌

Energy

-

3.9%

136,810‌

BP

PLC,

ADR

4,778,773‌

7,430‌

Chevron

Corp.

1,333,611‌

13,600‌

ConocoPhillips

1,604,800‌

7,800‌

Phillips

66

811,824‌

14,415‌

Valero

Energy

Corp.

1,828,687‌

10,357,695‌

Financials

-

20.5%

53,260‌

Aflac,

Inc.

3,831,524‌

49,495‌

American

International

Group,

Inc.

3,130,064‌

2,480‌

Ameriprise

Financial,

Inc.

772,198‌

201,099‌

Bank

of

America

Corp.

6,660,399‌

16,545‌

Berkshire

Hathaway,

Inc.,

Class B 

(a)

5,110,750‌

60,674‌

Central

Pacific

Financial

Corp.

1,230,469‌

25,975‌

Citigroup,

Inc.

1,174,849‌

5,616‌

Colliers

International

Group,

Inc.

516,897‌

5,616‌

FirstService

Corp.

688,241‌

46,668‌

Franklin

Resources,

Inc.

1,231,102‌

2,025‌

Marsh

&

McLennan

Cos.,

Inc.

335,097‌

38,815‌

Mastercard,

Inc.,

Class A

13,497,140‌

Shares

Security

Description

Value

Financials

-

20.5%

(continued)

1,100‌

PayPal

Holdings,

Inc. 

(a)

$

78,342‌

1,700‌

Ryan

Specialty

Holdings,

Inc. 

(a)

70,567‌

149,625‌

The

Bank

of

New

York

Mellon

Corp.

6,810,930‌

11,068‌

The

Travelers

Cos.,

Inc.

2,075,139‌

3,200‌

U.S.

Bancorp

139,552‌

15,249‌

Unum

Group

625,666‌

30,100‌

Visa,

Inc.,

Class A

6,253,576‌

6,200‌

Wells

Fargo

&

Co.

255,998‌

54,488,500‌

Health

Care

-

26.0%

31,284‌

Abbott

Laboratories

3,434,670‌

3,663‌

AbbVie,

Inc.

591,978‌

4,950‌

Becton

Dickinson

and

Co.

1,258,785‌

9,595‌

Biogen,

Inc. 

(a)

2,657,048‌

13,990‌

Cigna

Corp.

4,635,447‌

18,226‌

Elevance

Health,

Inc.

9,349,391‌

990‌

Embecta

Corp.

25,037‌

40,108‌

Johnson

&

Johnson

7,085,078‌

80,518‌

Medtronic

PLC

6,257,859‌

72,354‌

Merck

&

Co.,

Inc.

8,027,676‌

8,370‌

Organon

&

Co.

233,774‌

6,282‌

Pfizer,

Inc.

321,890‌

16,397‌

Quest

Diagnostics,

Inc.

2,565,147‌

36,212‌

UnitedHealth

Group,

Inc.

19,198,878‌

903‌

Viatris,

Inc.

10,050‌

26,750‌

Zimmer

Biomet

Holdings,

Inc.

3,410,625‌

69,063,333‌

Industrials

-

4.1%

30,135‌

CAE,

Inc. 

(a)

582,811‌

1,240‌

Caterpillar,

Inc.

297,054‌

119,491‌

Corning,

Inc.

3,816,542‌

3,695‌

FedEx

Corp.

639,974‌

49,482‌

Gates

Industrial

Corp.

PLC 

(a)

564,590‌

85,521‌

Manitex

International,

Inc. 

(a)

342,084‌

26,700‌

Raytheon

Technologies

Corp.

2,694,564‌

2,780‌

The

Boeing

Co. 

(a)

529,562‌

2,924‌

The

Greenbrier

Cos.,

Inc.

98,042‌

7,440‌

United

Parcel

Service,

Inc.,

Class B

1,293,370‌

10,858,593‌

Information

Technology

-

6.7%

38,720‌

Alphabet,

Inc.,

Class A 

(a)

3,416,265‌

18,125‌

Cognizant

Technology

Solutions

Corp.,

Class A

1,036,569‌

19,000‌

Forrester

Research,

Inc. 

(a)

679,440‌

3,155‌

Meta

Platforms,

Inc.,

Class A 

(a)

379,673‌

51,022‌

Microsoft

Corp.

12,236,096‌

100‌

MSCI,

Inc.

46,517‌

17,794,560‌

Materials

-

3.3%

14,225‌

Celanese

Corp.,

Class A

1,454,364‌

28,458‌

Corteva,

Inc.

1,672,761‌

28,458‌

Dow,

Inc.

1,433,999‌

25,464‌

DuPont

de

Nemours,

Inc.

1,747,594‌

2,149‌

International

Flavors

&

Fragrances,

Inc.

225,301‌

25,505‌

LyondellBasell

Industries

NV,

Class A

2,117,680‌

4,980‌

The

Mosaic

Co.

218,473‌

8,870,172‌

Transportation

-

0.2%

2,610‌

Union

Pacific

Corp.

540,453‌

Total

Common

Stock

(Cost

$92,535,930)

236,454,349‌

Total

Equity

Securities

(Cost

$92,535,930)

236,454,349‌

AUXIER

FOCUS

FUND

SCHEDULE

OF

INVESTMENTS

December

31,

2022

8

See

Notes

to

Financial

Statements.

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

as

of

December

31,

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.

Principal

Security

Description

Rate

Maturity

Value

Fixed

Income

Securities

-

2.4%

Corporate

Non-Convertible

Bonds

-

0.6%

Energy

-

0.1%

$

400,000‌

Energy

Transfer

LP

(callable

at

100) 

(b)(c)

6.63%

02/15/45

$

298,500‌

Financials

-

0.5%

500,000‌

JPMorgan

Chase

&

Co.

(callable

at

100

) 

(b)(c)

7.02 ‌

11/01/22

493,925‌

500,000‌

The

Goldman

Sachs

Group,

Inc.

(callable

at

100) 

(b)(c)

7.47 ‌

11/10/22

487,485‌

400,000‌

Truist

Financial

Corp.

(callable

at

100) 

(b)(c)

5.13 ‌

06/15/49

326,038‌

1,307,448‌

Total

Corporate

Non-Convertible

Bonds

(Cost

$1,756,522)

1,605,948‌

U.S.

Government

&

Agency

Obligations

-

1.8%

U.S.

Treasury

Securities

-

1.8%

250,000‌

U.S.

Treasury

Bill 

(d)

3.56 ‌

01/12/23

249,783‌

2,000,000‌

U.S.

Treasury

Bill 

(d)

4.25 ‌

03/23/23

1,981,407‌

100,000‌

U.S.

Treasury

Bill 

(d)

4.50 ‌

05/04/23

98,492‌

2,500,000‌

U.S.

Treasury

Bill 

(d)

4.03 ‌

09/07/23

2,425,000‌

4,754,682‌

Total

U.S.

Government

&

Agency

Obligations

(Cost

$4,762,189)

4,754,682‌

Total

Fixed

Income

Securities

(Cost

$6,518,711)

6,360,630‌

Investments,

at

value

-

91.3%

(Cost

$99,054,641)

$

242,814,979‌

Other

Assets

&

Liabilities,

Net

-

8.7%

23,105,703‌

Net

Assets

-

100.0%

$

265,920,682‌

ADR

American

Depositary

Receipt

LIBOR

London

Interbank

Offered

Rate

LP

Limited

Partnership

PLC

Public

Limited

Company

(a)

Non-income

producing

security.

(b)

Variable

or

adjustable

rate

security,

the

interest

rate

of

which

adjusts

periodically

based

on

changes

in

current

interest

rates.

Rate

represented

is

as

of

December

31,

2022.

(c)

Perpetual

maturity

security.

(d)

Zero

coupon

bond.

Interest

rate

presented

is

yield

to

maturity.

Level

1

Level

2

Level

3

Total

Investments

at

Value

Common

Stock

Communications

$

990,541‌

$

435,060‌

$

–‌

$

1,425,601‌

Consumer

Cyclical

3,934,026‌

–‌

–‌

3,934,026‌

Consumer

Discretionary

16,788,918‌

–‌

–‌

16,788,918‌

Consumer

Staples

42,332,498‌

–‌

–‌

42,332,498‌

Energy

10,357,695‌

–‌

–‌

10,357,695‌

Financials

54,488,500‌

–‌

–‌

54,488,500‌

Health

Care

69,063,333‌

–‌

–‌

69,063,333‌

Industrials

10,858,593‌

–‌

–‌

10,858,593‌

Information

Technology

17,794,560‌

–‌

–‌

17,794,560‌

Materials

8,870,172‌

–‌

–‌

8,870,172‌

Transportation

540,453‌

–‌

–‌

540,453‌

Corporate

Non-

Convertible

Bonds

–‌

1,605,948‌

–‌

1,605,948‌

U.S.

Government

&

Agency

Obligations

–‌

4,754,682‌

–‌

4,754,682‌

Investments

at

Value

$

236,019,289‌

$

6,795,690‌

$

–‌

$

242,814,979‌

PORTFOLIO

HOLDINGS

%

of

Total

Net

Assets

Communications

0.5‌%

Consumer

Cyclical

1.5‌%

Consumer

Discretionary

6.3‌%

Consumer

Staples

15.9‌%

Energy

3.9‌%

Financials

20.5‌%

Health

Care

26.0‌%

Industrials

4.1‌%

Information

Technology

6.7‌%

Materials

3.3‌%

Transportation

0.2‌%

Corporate

Non-Convertible

Bonds

0.6‌%

U.S.

Government

&

Agency

Obligations

1.8‌%

Other

Assets

&

Liabilities,

Net

8.7‌%

100.0‌%

AUXIER

FOCUS

FUND

STATEMENT

OF

ASSETS

AND

LIABILITIES

December

31,

2022

9

See

Notes

to

Financial

Statements.

ASSETS

Investments,

at

value

(Cost

$99,054,641)

$

242,814,979‌

Cash

23,509,742‌

Receivables:

Fund

shares

sold

83,122‌

Dividends

and

interest

502,293‌

Prepaid

expenses

22,763‌

Total

Assets

266,932,899‌

LIABILITIES

Payables:

Fund

shares

redeemed

645,480‌

Distributions

payable

166,998‌

Accrued

Liabilities:

Investment

Adviser

fees

138,641‌

Trustees’

fees

and

expenses

33‌

Fund

services

fees

26,875‌

Other

expenses

34,190‌

Total

Liabilities

1,012,217‌

NET

ASSETS

$

265,920,682‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

122,322,226‌

Distributable

Earnings

143,598,456‌

NET

ASSETS

$

265,920,682‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

Investor

Shares

5,614,656‌

A

Shares

62,805‌

Institutional

Shares

4,586,644‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE*

Investor

Shares

(based

on

net

assets

of

$143,566,788)

$

25.57‌

A

Shares

(based

on

net

assets

of

$1,651,589)

$

26.30‌

A

Shares

Maximum

Public

Offering

Price

Per

Share

(net

asset

value

per

share/(100%-5.75%))

$

27.90‌

Institutional

Shares

(based

on

net

assets

of

$120,702,305)

$

26.32‌

*Shares

redeemed

or

exchanged

within

180

days

of

purchase

are

charged

a

2.00%

redemption

fee.

AUXIER

FOCUS

FUND

STATEMENT

OF

OPERATIONS

SIX

MONTHS

ENDED

DECEMBER

31,

2022

10

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$348)

$

2,567,233‌

Interest

income

417,967‌

Total

Investment

Income

2,985,200‌

EXPENSES

Investment

Adviser

fees

1,051,408‌

Fund

services

fees

169,014‌

Transfer

agent

fees:

Investor

Shares

28,002‌

A

Shares

492‌

Institutional

Shares

5,702‌

Distribution

fees:

A

Shares

2,110‌

Custodian

fees

13,866‌

Registration

fees:

Investor

Shares

9,148‌

A

Shares

2,375‌

Institutional

Shares

8,260‌

Professional

fees

24,188‌

Trustees'

fees

and

expenses

5,254‌

Other

expenses

114,066‌

Total

Expenses

1,433,885‌

Fees

waived

(292,514‌)

Net

Expenses

1,141,371‌

NET

INVESTMENT

INCOME

1,843,829‌

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

(loss)

on:

Investments

(131,527‌)

Foreign

currency

transactions

12‌

Net

realized

loss

(131,515‌)

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

11,386,437‌

NET

REALIZED

AND

UNREALIZED

GAIN

11,254,922‌

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

13,098,751‌

AUXIER

FOCUS

FUND

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

11

See

Notes

to

Financial

Statements.

For

the

Six

Months

Ended

December

31,

2022

For

the

Year

Ended

June

30,

2022

OPERATIONS

Shares

Shares

Net

investment

income

$

1,843,829‌

$

2,802,191‌

Net

realized

gain

(loss)

(131,515‌)

5,374,197‌

Net

change

in

unrealized

appreciation

(depreciation)

11,386,437‌

(18,353,028‌)

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

13,098,751‌

(10,176,640‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

Investor

Shares

(4,255,878‌)

(3,650,878‌)

A

Shares

(36,009‌)

(39,990‌)

Institutional

Shares

(3,466,460‌)

(2,962,207‌)

Total

Distributions

Paid

(7,758,347‌)

(6,653,075‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares:

Investor

Shares

3,342,317‌

130,649‌

17,845,684‌

654,788‌

A

Shares

–‌

–‌

12,724‌

485‌

Institutional

Shares

6,988,212‌

263,698‌

6,388,132‌

229,916‌

Reinvestment

of

distributions:

Investor

Shares

3,985,471‌

153,380‌

3,486,919‌

127,842‌

A

Shares

35,720‌

1,336‌

39,492‌

1,425‌

Institutional

Shares

3,367,859‌

125,981‌

2,860,173‌

102,095‌

Redemption

of

shares:

Investor

Shares

(7,911,482‌)

(308,611‌)

(13,444,920‌)

(497,940‌)

A

Shares

(131,522‌)

(5,051‌)

(708,337‌)

(25,187‌)

Institutional

Shares

(3,767,656‌)

(143,386‌)

(7,253,207‌)

(261,439‌)

Redemption

fees:

Investor

Shares

1,533‌

–‌

3,856‌

–‌

A

Shares

11‌

–‌

43‌

–‌

Institutional

Shares

1,164‌

–‌

2,934‌

–‌

Increase

in

Net

Assets

from

Capital

Share

Transactions

5,911,627‌

217,996‌

9,233,493‌

331,985‌

Increase

(Decrease)

in

Net

Assets

11,252,031‌

(7,596,222‌)

NET

ASSETS

Beginning

of

Period

254,668,651‌

262,264,873‌

End

of

Period

$

265,920,682‌

$

254,668,651‌

AUXIER

FOCUS

FUND

FINANCIAL

HIGHLIGHTS

12

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

period.

For

the

Six

Months

Ended

December

31,

2022

For

the

Years

Ended

June

30,

2022

2021

2020

2019

2018

INVESTOR

SHARES

NET

ASSET

VALUE,

Beginning

of

Period

$

25.05‌

$

26.69‌

$

20.39‌

$

22.34‌

$

22.25‌

$

21.95‌

INVESTMENT

OPERATIONS

Net

investment

income

(a)

0.17‌

0.27‌

0.27‌

0.29‌

0.28‌

0.26‌

Net

realized

and

unrealized

gain

(loss)

1.12‌

(1.22‌)

6.59‌

(0.87‌)

1.18‌

1.28‌

Total

from

Investment

Operations

1.29‌

(0.95‌)

6.86‌

(0.58‌)

1.46‌

1.54‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.33‌)

(0.28‌)

(0.30‌)

(0.29‌)

(0.30‌)

(0.25‌)

Net

realized

gain

(0.44‌)

(0.41‌)

(0.26‌)

(1.08‌)

(1.07‌)

(0.99‌)

Total

Distributions

to

Shareholders

(0.77‌)

(0.69‌)

(0.56‌)

(1.37‌)

(1.37‌)

(1.24‌)

REDEMPTION

FEES(a)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

NET

ASSET

VALUE,

End

of

Period

$

25.57‌

$

25.05‌

$

26.69‌

$

20.39‌

$

22.34‌

$

22.25‌

TOTAL

RETURN

5.13‌%(c)

(3.77‌)%

34.03‌%

(3.17‌)%

7.08‌%

6.97‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

143,567‌

$

141,242‌

$

142,915‌

$

113,810‌

$

137,995‌

$

161,032‌

Ratios

to

Average

Net

Assets:

Net

investment

income

1.35‌%(d)

0.99‌%

1.13‌%

1.34‌%

1.25‌%

1.14‌%

Net

expenses

0.92‌%(d)

0.92‌%

0.92‌%

0.95‌%

0.98‌%

0.98‌%

Gross

expenses

(e)

1.09‌%(d)

1.08‌%

1.09‌%

1.10‌%

1.11‌%

1.10‌%

PORTFOLIO

TURNOVER

RATE

0‌%(c)

1‌%

1‌%

2‌%

3‌%

3‌%

(a)

Calculated

based

on

average

shares

outstanding

during

each

period.

(b)

Less

than

$0.01

per

share.

(c)

Not

annualized.

(d)

Annualized.

(e)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

AUXIER

FOCUS

FUND

FINANCIAL

HIGHLIGHTS

13

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

period.

For

the

Six

Months

Ended

December

31,

2022

For

the

Years

Ended

June

30,

2022

2021

2020

2019

2018

A

SHARES

NET

ASSET

VALUE,

Beginning

of

Period

$

25.60‌

$

27.20‌

$

20.76‌

$

22.70‌

$

22.56‌

$

22.23‌

INVESTMENT

OPERATIONS

Net

investment

income

(a)

0.13‌

0.18‌

0.19‌

0.23‌

0.22‌

0.20‌

Net

realized

and

unrealized

gain

(loss)

1.15‌

(1.25‌)

6.72‌

(0.89‌)

1.21‌

1.29‌

Total

from

Investment

Operations

1.28‌

(1.07‌)

6.91‌

(0.66‌)

1.43‌

1.49‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.14‌)

(0.12‌)

(0.21‌)

(0.20‌)

(0.22‌)

(0.17‌)

Net

realized

gain

(0.44‌)

(0.41‌)

(0.26‌)

(1.08‌)

(1.07‌)

(0.99‌)

Total

Distributions

to

Shareholders

(0.58‌)

(0.53‌)

(0.47‌)

(1.28‌)

(1.29‌)

(1.16‌)

REDEMPTION

FEES(a)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

NET

ASSET

VALUE,

End

of

Period

$

26.30‌

$

25.60‌

$

27.20‌

$

20.76‌

$

22.70‌

$

22.56‌

TOTAL

RETURN(c)

4.98‌%(d)

(4.07‌)%

33.60‌%

(3.47‌)%

6.80‌%

6.68‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

1,652‌

$

1,703‌

$

2,443‌

$

2,770‌

$

2,664‌

$

2,782‌

Ratios

to

Average

Net

Assets:

Net

investment

income

1.01‌%(e)

0.64‌%

0.78‌%

1.06‌%

0.98‌%

0.87‌%

Net

expenses

1.25‌%(e)

1.25‌%

1.25‌%

1.25‌%

1.25‌%

1.25‌%

Gross

expenses

(f)

1.71‌%(e)

1.65‌%

1.52‌%

1.51‌%

1.53‌%

1.44‌%

PORTFOLIO

TURNOVER

RATE

0‌%(d)

1‌%

1‌%

2‌%

3‌%

3‌%

(a)

Calculated

based

on

average

shares

outstanding

during

each

period.

(b)

Less

than

$0.01

per

share.

(c)

Total

Return

does

not

include

the

effect

of

front

end

sales

charge

or

contingent

deferred

sales

charge.

(d)

Not

annualized.

(e)

Annualized.

(f)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

AUXIER

FOCUS

FUND

FINANCIAL

HIGHLIGHTS

14

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

period.

For

the

Six

Months

Ended

December

31,

2022

For

the

Years

Ended

June

30,

2022

2021

2020

2019

2018

INSTITUTIONAL

SHARES

NET

ASSET

VALUE,

Beginning

of

Period

$

25.74‌

$

27.38‌

$

20.88‌

$

22.81‌

$

22.66‌

$

22.29‌

INVESTMENT

OPERATIONS

Net

investment

income

(a)

0.20‌

0.31‌

0.31‌

0.33‌

0.33‌

0.31‌

Net

realized

and

unrealized

gain

(loss)

1.15‌

(1.26‌)

6.75‌

(0.88‌)

1.19‌

1.30‌

Total

from

Investment

Operations

1.35‌

(0.95‌)

7.06‌

(0.55‌)

1.52‌

1.61‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.33‌)

(0.28‌)

(0.30‌)

(0.30‌)

(0.30‌)

(0.25‌)

Net

realized

gain

(0.44‌)

(0.41‌)

(0.26‌)

(1.08‌)

(1.07‌)

(0.99‌)

Total

Distributions

to

Shareholders

(0.77‌)

(0.69‌)

(0.56‌)

(1.38‌)

(1.37‌)

(1.24‌)

REDEMPTION

FEES(a)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

NET

ASSET

VALUE,

End

of

Period

$

26.32‌

$

25.74‌

$

27.38‌

$

20.88‌

$

22.81‌

$

22.66‌

TOTAL

RETURN

5.23‌%(c)

(3.66‌)%

34.19‌%

(3.00‌)%

7.24‌%

7.20‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

120,702‌

$

111,723‌

$

116,907‌

$

88,103‌

$

90,958‌

$

71,644‌

Ratios

to

Average

Net

Assets:

Net

investment

income

1.48‌%(d)

1.11‌%

1.25‌%

1.51‌%

1.43‌%

1.34‌%

Net

expenses

0.80‌%(d)

0.80‌%

0.80‌%

0.80‌%

0.80‌%

0.80‌%

Gross

expenses

(e)

1.08‌%(d)

1.08‌%

1.09‌%

1.10‌%

1.10‌%

1.10‌%

PORTFOLIO

TURNOVER

RATE

0‌%(c)

1‌%

1‌%

2‌%

3‌%

3‌%

(a)

Calculated

based

on

average

shares

outstanding

during

each

period.

(b)

Less

than

$0.01

per

share.

(c)

Not

annualized.

(d)

Annualized.

(e)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

AUXIER

FOCUS

FUND

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2022

15

Note

1.

Organization

The

Auxier

Focus

Fund

(the

“Fund”)

is

a

diversified

portfolio

of

Forum

Funds

(the

“Trust”).

The

Trust

is

a

Delaware

statutory

trust

that

is

registered

as

an

open-end,

management

investment

company

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“Act”).

Under

its

Trust

Instrument,

the

Trust

is

authorized

to

issue

an

unlimited

number

of

the

Fund’s

shares

of

beneficial

interest

without

par

value.

The

Fund

currently

offers

three

classes

of

shares:

Investor

Shares,

A

Shares

and

Institutional

Shares.

A

Shares

are

offered

at

net

asset

value

plus

a

maximum

sales

charge

of

5.75%.

A

Shares

are

also

subject

to

contingent

deferred

sales

charge

(“CDSC”)

of

1.00%

on

purchases

without

an

initial

sales

charge

and

redeemed

less

than

one

year

after

they

are

purchased.

Investor

Shares

and

Institutional

Shares

are

not

subject

to

a

sales

charge.

Investor

Shares,

A

Shares

and

Institutional

Shares

commenced

operations

on

July

9,

1999,

July

8,

2005

and

May

9,

2012,

respectively.

The

Fund’s

investment

objective

is

to

provide

long-term

capital

appreciation.

Note

2.

Summary

of

Significant

Accounting

Policies

The

Fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

under

Financial

Accounting

Standards

Board

Accounting

Standards

Codification

Topic

946,

“Financial

Services

–

Investment

Companies.”

These

financial

statements

are

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(“GAAP”),

which

require

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities,

the

disclosure

of

contingent

liabilities

at

the

date

of

the

financial

statements,

and

the

reported

amounts

of

increases

and

decreases

in

net

assets

from

operations

during

the

fiscal

period.

Actual

amounts

could

differ

from

those

estimates.

The

following

summarizes

the

significant

accounting

policies

of

the

Fund:

Security

Valuation

–

Securities

are

valued

at

market

prices

using

the

last

quoted

trade

or

official

closing

price

from

the

principal

exchange

where

the

security

is

traded,

as

provided

by

independent

pricing

services

on

each

Fund

business

day.

In

the

absence

of

a

last

trade,

securities

are

valued

at

the

mean

of

the

last

bid

and

ask

price

provided

by

the

pricing

service.

Debt

securities

may

be

valued

at

prices

supplied

by

a

fund’s

pricing

agent

based

on

broker

or

dealer

supplied

valuations

or

matrix

pricing,

a

method

of

valuing

securities

by

reference

to

the

value

of

other

securities

with

similar

characteristics

such

as

rating,

interest

rate

and

maturity.

Shares

of

non-exchange

traded

open-end

mutual

funds

are

valued

at

net

asset

value

(“NAV”).

Short-term

investments

that

mature

in

sixty

days

or

less

may

be

valued

at

amortized

cost.

Pursuant

to

Rule

2a-5

under

the

Investment

Company

Act,

the

Trust's

Board

of

Trustees

(the

"Board")

has

designated

the

Adviser,

as

defined

in

Note

4,

as

the

Fund's

valuation

designee

to

perform

any

fair

value

determinations

for

securities

and

other

assets

held

by

the

Fund.

The

Adviser

is

subject

to

the

oversight

of

the

Board

and

certain

reporting

and

other

requirements

intended

to

provide

the

Board

the

information

needed

to

oversee

the

Adviser's

fair

value

determinations.

The

Adviser

is

responsible

for

determining

the

fair

value

of

investments

for

which

market

quotations

are

not

readily

available

in

accordance

with

policies

and

procedures

that

have

been

approved

by

the

Board.

Under

these

procedures,

the

Adviser

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

Board

has

approved

the

Adviser’s

fair

valuation

procedures

as

a

part

of

the

Fund’s

compliance

program

and

will

review

any

changes

made

to

the

procedures.

The

Adviser

provides

fair

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

Adviser

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:

AUXIER

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TO

FINANCIAL

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31,

2022

16

Level

1

-

Quoted

prices

in

active

markets

for

identical

assets

and

liabilities.

Level

2

-

Prices

determined

using

significant

other

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

prepayment

speeds,

credit

risk,

etc.).

Short-term

securities

with

maturities

of

sixty

days

or

less

are

valued

at

amortized

cost,

which

approximates

market

value,

and

are

categorized

as

Level

2

in

the

hierarchy.

Municipal

securities,

long-term

U.S.

government

obligations

and

corporate

debt

securities

are

valued

in

accordance

with

the

evaluated

price

supplied

by

a

pricing

service

and

generally

categorized

as

Level

2

in

the

hierarchy.

Other

securities

that

are

categorized

as

Level

2

in

the

hierarchy

include,

but

are

not

limited

to,

warrants

that

do

not

trade

on

an

exchange,

securities

valued

at

the

mean

between

the

last

reported

bid

and

ask

quotation

and

international

equity

securities

valued

by

an

independent

third

party

with

adjustments

for

changes

in

value

between

the

time

of

the

securities’

respective

local

market

closes

and

the

close

of

the

U.S.

market.

Level

3

-

Significant

unobservable

inputs

(including

the

Fund’s

own

assumptions

in

determining

the

fair

value

of

investments).

The

aggregate

value

by

input

level,

as

of

December

31,

2022,

for

the

Fund’s

investments

is

included

at

the

end

of

the

Fund’s

Schedule

of

Investments.

Security

Transactions,

Investment

Income

and

Realized

Gain

and

Loss

–

Investment

transactions

are

accounted

for

on

the

trade

date.

Dividend

income

is

recorded

on

the

ex-dividend

date.

Foreign

dividend

income

is

recorded

on

the

ex-dividend

date

or

as

soon

as

possible

after

determining

the

existence

of

a

dividend

declaration

after

exercising

reasonable

due

diligence.

Income

and

capital

gains

on

some

foreign

securities

may

be

subject

to

foreign

withholding

taxes,

which

are

accrued

as

applicable.

Interest

income

is

recorded

on

an

accrual

basis.

Premium

is

amortized

to

the

next

call

date

above

par

and

discount

is

accreted

to

maturity

using

the

effective

interest

method.

Identified

cost

of

investments

sold

is

used

to

determine

the

gain

and

loss

for

both

financial

statement

and

federal

income

tax

purposes.

Foreign

Currency

Translations

–

Foreign

currency

amounts

are

translated

into

U.S.

dollars

as

follows:

(1)

assets

and

liabilities

at

the

rate

of

exchange

at

the

end

of

the

respective

period;

and

(2)

purchases

and

sales

of

securities

and

income

and

expenses

at

the

rate

of

exchange

prevailing

on

the

dates

of

such

transactions.

The

portion

of

the

results

of

operations

arising

from

changes

in

the

exchange

rates

and

the

portion

due

to

fluctuations

arising

from

changes

in

the

market

prices

of

securities

are

not

isolated.

Such

fluctuations

are

included

with

the

net

realized

and

unrealized

gain

or

loss

on

investments.

Distributions

to

Shareholders

–

The

Fund

declares

any

dividends

from

net

investment

income

and

pays

them

annually.

Any

net

capital

gains

and

net

foreign

currency

gains

realized

by

the

Fund

are

distributed

at

least

annually.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Distributions

are

based

on

amounts

calculated

in

accordance

with

applicable

federal

income

tax

regulations,

which

may

differ

from

GAAP.

These

differences

are

due

primarily

to

differing

treatments

of

income

and

gain

on

various

investment

securities

held

by

the

Fund,

timing

differences

and

differing

characterizations

of

distributions

made

by

the

Fund.

Federal

Taxes

–

The

Fund

intends

to

continue

to

qualify

each

year

as

a

regulated

investment

company

under

Subchapter

M

of

Chapter

1,

Subtitle

A,

of

the

Internal

Revenue

Code

of

1986,

as

amended

(“Code”),

and

to

distribute

all

of

its

taxable

income

to

shareholders.

In

addition,

by

distributing

in

each

calendar

year

substantially

all

of

its

net

investment

income

and

capital

gains,

if

any,

the

Fund

will

not

be

subject

to

a

federal

excise

tax.

Therefore,

no

federal

income

or

excise

tax

provision

is

required.

The

Fund

files

a

U.S.

federal

income

and

excise

tax

return

as

required.

The

Fund’s

federal

income

tax

returns

are

subject

to

examination

by

the

Internal

Revenue

Service

for

a

period

of

three

fiscal

years

after

they

are

filed.

As

of

December

31,

2022,

there

are

no

uncertain

tax

positions

that

would

require

financial

statement

recognition,

de-recognition

or

disclosure.

Income

and

Expense

Allocation

–

The

Trust

accounts

separately

for

the

assets,

liabilities

and

operations

of

each

of

its

investment

portfolios.

Expenses

that

are

directly

attributable

to

more

than

one

investment

portfolio

are

allocated

among

the

respective

investment

portfolios

in

an

equitable

manner.

The

Fund's

class-specific

expenses

are

charged

to

the

operations

of

that

class

of

shares.

Income

and

expenses

(other

than

expenses

attributable

to

a

specific

class)

and

realized

and

unrealized

gains

or

losses

on

investments

are

allocated

to

each

class

of

shares

based

on

the

class’

respective

net

assets

to

the

total

net

assets

of

the

Fund.

Redemption

Fees

–

A

shareholder

who

redeems

or

exchanges

shares

within

180

days

of

purchase

will

incur

a

redemption

fee

of

2.00%

of

the

current

NAV

of

shares

redeemed

or

exchanged,

subject

to

certain

limitations.

The

fee

is

charged

for

the

benefit

of

AUXIER

FOCUS

FUND

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2022

17

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.

Cash

–

Concentration

in

Uninsured

Account

For

cash

management

purposes,

the

Fund

may

concentrate

cash

with

the

Fund’s

custodian.

This

typically

results

in

cash

balances

exceeding

the

Federal

Deposit

Insurance

Corporation

(“FDIC”)

insurance

limits.

As

of

December

31,

2022,

the

Fund

had

$23,259,742

at

U.S.

Bank

that

exceeded

the

FDIC

insurance

limit.

Note

4.

Fees

and

Expenses

Investment

Adviser

–

Auxier

Asset

Management

LLC

(the

“Adviser”)

is

the

investment

adviser

to

the

Fund.

Pursuant

to

an

investment

advisory

agreement,

the

Adviser

receives

an

advisory

fee,

payable

monthly,

from

the

Fund

at

an

annual

rate

of

0.80%

of

the

Fund’s

average

daily

net

assets.

Distribution

–

Foreside

Fund

Services,

LLC

(the

“Distributor”),

a

wholly

owned

subsidiary

of

Foreside

Financial

Group,

LLC

(doing

business

as

ACA

Group),

acts

as

the

agent

of

the

Trust

in

connection

with

the

continuous

offering

of

shares

of

the

Fund.

The

Distributor

is

not

affiliated

with

the

Adviser

or

Atlantic

Fund

Administration,

LLC,

a

wholly

owned

subsidiary

of

Apex

US

Holdings

LLC

(d/b/a

Apex

Fund

Services)

(“Apex”)

or

their

affiliates.

The

Fund

has

adopted

a

Distribution

Plan

(the

“Plan”)

for

A

Shares

of

the

Fund

in

accordance

with

Rule

12b-1

of

the

Act.

Under

the

Plan,

the

Fund

pays

the

Distributor

and/or

any

other

entity

as

authorized

by

the

Board

a

fee

of

up

to

0.25%

of

the

average

daily

net

assets

of

A

Shares.

The

Distributor

has

no

role

in

determining

the

investment

policies

or

which

securities

are

to

be

purchased

or

sold

by

the

Trust

or

its

Funds.

For

the

period

ended

December

31,

2022

,

there

were

no

front-end

sales

charges

assessed

on

the

sale

of

A

Shares

and

no

contingent

deferred

sales

charges

were

assessed

on

the

sale

of

A

Shares.

Other

Service

Providers

–

Apex

provides

fund

accounting,

fund

administration,

compliance

and

transfer

agency

services

to

the

Fund.

The

fees

related

to

these

services

are

included

in

Fund

services

fees

within

the

Statement

of

Operations.

Apex

also

provides

certain

shareholder

report

production

and

EDGAR

conversion

and

filing

services.

Apex

provides

a

Principal

Executive

Officer,

a

Principal

Financial

Officer,

a

Chief

Compliance

Officer

and

an

Anti-Money

Laundering

Officer

to

the

Fund,

as

well

as

certain

additional

compliance

support

functions.

Trustees

and

Officers

–

Each

Independent

Trustee’s

annual

retainer

is

$45,000

($55,000

for

the

Chairman),

and

the

Audit

Committee

Chairman

receives

an

additional

$2,000

annually.

The

Trustees

and

Chairman

may

receive

additional

fees

for

special

Board

meetings.

Each

Trustee

is

also

reimbursed

for

all

reasonable

out-of-pocket

expenses

incurred

in

connection

with

his

or

her

duties

as

a

Trustee,

including

travel

and

related

expenses

incurred

in

attending

Board

meetings.

The

amount

of

Trustees’

fees

attributable

to

the

Fund

is

disclosed

in

the

Statement

of

Operations.

Certain

officers

of

the

Trust

are

also

officers

or

employees

of

the

above

named

service

providers,

and

during

their

terms

of

office

received

no

compensation

from

the

Fund.

Note

5.

Expense

Reimbursement

and

Fees

Waived

The

Adviser

 has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

dividend

expenses

on

short

sales,

and

extraordinary

expenses

)

to

0.92%,

1.25%

and

0.80%

of

the

Investor

Shares,

A

Shares

and

Institutional

Shares,

respectively

,

through

at

least

October

31,

2023.

These

contractual

waivers

may

only

be

raised

or

eliminated

with

consent

of

the

Board.

Other

fund

service

providers

have

voluntarily

agreed

to

waive

a

portion

of

their

fees.

These

voluntary

reductions

may

AUXIER

FOCUS

FUND

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2022

18

be

reduced

or

eliminated

at

any

time.

For

the

period

ended

December

31,

2022

,

the

fees

waived

and

expenses

reimbursed

were

as

follows:

The

Adviser

may

be

reimbursed

by

the

Fund

for

fees

waived

and

expenses

reimbursed

by

the

Adviser

pursuant

to

the

Expense

Cap

if

such

payment

is

made

within

three

years

of

the

fee

waiver

or

expense

reimbursement,

and

does

not

cause

the

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

to

exceed

the

lesser

of

(i)

the

then-current

expense

cap,

or

(ii)

the

expense

cap

in

place

at

the

time

the

fees/expenses

were

waived/reimbursed.

As

of

December

31,

2022

,

$1,360,565

is

subject

to

recapture

by

the

Adviser.

Other

Waivers

are

not

eligible

for

recoupment.

Note

6.

Security

Transactions

The

cost

of

purchases

and

proceeds

from

sales

of

investment

securities

(including

maturities),

other

than

short-term

investments,

during

the

period

ended

December

31,

2022

,

totaled

$880,199

and

$2,772,942

.

Note

7.

Federal

Income

Tax

As

of

December

31,

2022

,

cost

for

federal

income

tax

purposes

is

substantially

the

same

as

for

financial

statement

purposes

and

net

unrealized

appreciation

consists

of:

As

of

June

30,

2022,

distributable

earnings

(accumulated

loss)

on

a

tax

basis

were

as

follows:

The

difference

between

components

of

distributable

earnings

on

a

tax

basis

and

the

amounts

reflected

in

the

Statement

of

Assets

and

Liabilities

are

primarily

due

to

wash

sales

and

equity

return

of

capital.

Note

8.

Subsequent

Events

Subsequent

events

occurring

after

the

date

of

this

report

through

the

date

these

financial

statements

were

issued

have

been

evaluated

for

potential

impact,

and

the

Fund

has

had

no

such

events.

Management

has

evaluated

the

need

for

additional

disclosures

and/or

adjustments

resulting

from

subsequent

events.

Based

on

this

evaluation,

no

additional

disclosures

or

adjustments

were

required.

Investment

Adviser

Expenses

Reimbursed

Other

Waivers

Total

Fees

Waived

and

Expenses

Reimbursed

$

247,562‌

$

44,952‌

$

294,514‌

Gross

Unrealized

Appreciation

$

148,767,286‌

Gross

Unrealized

Depreciation

(5,006,948‌)

Net

Unrealized

Appreciation

$

143,760,338‌

Undistributed

Ordinary

Income

$

1,444,982‌

Undistributed

Long-Term

Gain

4,447,878‌

Unrealized

Appreciation

132,365,192‌

Total

$

138,258,052‌

AUXIER

FOCUS

FUND

ADDITIONAL

INFORMATION

December

31,

2022

19

Investment

Advisory

Agreement

Approval

At

the

December

9,

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,

Apex

Fund

Services.

During

its

deliberations,

the

Board

received

an

oral

presentation

from

the

Adviser,

and

was

assisted

by

the

advice

of

Trustee

counsel.

At

the

Meeting,

the

Board

reviewed,

among

other

matters:

(1)

the

nature,

extent

and

quality

of

the

services

provided

to

the

Fund

by

the

Adviser,

including

information

on

the

investment

performance

of

the

Fund

and

the

Adviser;

(2)

the

costs

of

the

services

provided

and

profitability

to

the

Adviser

of

its

relationship

with

the

Fund;

(3)

the

advisory

fee

and

total

expense

ratio

of

the

Fund

as

compared

to

those

of

a

relevant

peer

group

of

funds;

(4)

the

extent

to

which

economies

of

scale

may

be

realized

as

the

Fund

grows

and

whether

the

advisory

fee

enables

the

Fund's

investors

to

share

in

the

benefits

of

economies

of

scale;

and

(5)

other

benefits

received

by

the

Adviser

from

its

relationship

with

the

Fund.

In

addition,

the

Board

recognized

that

the

evaluation

process

with

respect

to

the

Adviser

was

an

ongoing

one

and,

in

this

regard,

the

Board

considered

information

provided

by

the

Adviser

at

regularly

scheduled

meetings

during

the

past

year.

Nature,

Extent

and

Quality

of

Services

Based

on

written

materials

received,

a

presentation

from

a

senior

representative

of

the

Adviser,

and

a

discussion

with

the

Adviser

about

the

Adviser’s

personnel,

operations

and

financial

condition,

the

Board

considered

the

quality

of

services

provided

by

the

Adviser

under

the

Advisory

Agreement.

In

this

regard,

the

Board

considered

information

regarding

the

experience,

qualifications

and

professional

background

of

the

portfolio

manager

and

other

personnel

at

the

Adviser

providing

services

to

the

Fund,

as

well

as

the

investment

philosophy

and

decision-making

process

of

the

Adviser

and

the

capability

and

integrity

of

the

Adviser’s

senior

management

and

staff.

The

Board

considered

also

the

adequacy

of

the

Adviser’s

resources.

The

Board

noted

the

Adviser’s

representations

that

the

firm

is

in

stable

financial

condition

and

has

the

operational

capability

and

the

necessary

staffing

and

experience

to

continue

providing

high-

quality

investment

advisory

services

to

the

Fund.

Based

on

the

presentation

and

the

materials

provided

by

the

Adviser

in

connection

with

the

Board’s

consideration

of

the

renewal

of

the

Advisory

Agreement,

among

other

relevant

factors,

the

Board

concluded

that,

overall,

it

was

satisfied

with

the

nature,

extent

and

quality

of

services

to

be

provided

to

the

Fund

under

the

Advisory

Agreement.

Performance

In

connection

with

a

presentation

by

the

Adviser

regarding

its

approach

to

managing

the

Fund,

the

Board

reviewed

the

performance

of

the

Fund

compared

to

its

primary

benchmark

index.

The

Board

observed

that

the

Fund

outperformed

the

S&P

500

Index,

the

Fund’s

primary

benchmark

index,

for

the

one-year

period

ended

September

30,

2022

and

for

the

period

since

the

Fund’s

inception

on

July

9,

1999,

and

underperformed

the

benchmark

for

the

three-,

five-,

and

10-year

periods

ended

September

30,

2022.

The

Board

also

considered

the

Fund’s

performance

relative

to

an

independent

peer

group

of

funds

identified

by

Strategic

Insight,

Inc.

(“Strategic

Insight”)

as

having

characteristics

similar

to

the

Fund,

noting

that,

based

on

the

information

provided

by

Strategic

Insight,

the

Fund

outperformed

the

average

of

its

Strategic

Insight

peer

group

for

the

one-,

three-,

and

five-year

periods

ended

September

30,

2022.

The

Board

noted

the

Adviser’s

representation

that

the

Fund’s

three-

and

five-

year

underperformance

relative

to

the

benchmark

index

could

be

attributed,

in

part,

to

the

Adviser’s

approach

to

asset

allocation,

which

tends

to

underperform

the

benchmark

index

during

years

of

upward

trending

markets,

and

to

the

Fund’s

material

cash

position,

which

is

designed

to

protect

an

investor’s

capital

in

all

market

conditions.

The

Board

noted

the

Adviser’s

representation

that

the

Fund

seeks

capital

appreciation

over

the

long-term

and

that,

in

the

Adviser’s

view,

the

Fund

executed

its

investment

objective

without

taking

on

undue

risk,

as

evidenced

by

the

Fund

having

outperformed

its

benchmark

index

since

its

inception

on

both

a

cumulative

and

average

annual

basis.

Based

on

the

Adviser’s

investment

style

and

the

foregoing

performance

information,

among

other

applicable

considerations,

the

Board

determined

that

the

Fund

and

its

shareholders

could

benefit

from

the

Adviser’s

continued

management

of

the

Fund.

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31,

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20

Compensation

The

Board

evaluated

the

Adviser’s

compensation

for

providing

advisory

services

to

the

Fund

and

analyzed

comparative

information

on

the

net

advisory

fee

and

total

expense

ratio

of

the

Fund

compared

to

its

Strategic

Insight

peer

group.

The

Board

observed

that,

although

the

net

advisory

fee

for

the

Fund

was

higher

than

the

median

of

its

Strategic

Insight

peer

group,

it

was

within

a

reasonable

range.

The

Board

also

observed

that

the

Fund’s

total

expense

ratio

was

lower

than

the

median

of

the

Strategic

Insight

peer

group.

The

Board

further

noted

the

Adviser’s

representation

that

it

had

lowered

the

contractual

advisory

fee

rate

in

November

2016

and

reduced

the

expense

cap

of

the

Investor

Share

class

of

shares

twice

within

the

last

five

years.

Based

on

the

foregoing

and

other

relevant

factors,

the

Board

concluded

that

the

Adviser’s

advisory

fee

rate

charged

to

the

Fund

was

reasonable.

Cost

of

Services

and

Profitability

The

Board

considered

information

provided

by

the

Adviser

regarding

the

costs

of

services

and

its

profitability

with

respect

to

the

Fund.

In

this

regard,

the

Board

considered

the

Adviser’s

resources

devoted

to

the

Fund,

as

well

as

the

Adviser’s

discussion

of

costs

and

profitability

of

its

Fund

activities.

The

Board

noted

the

Adviser’s

belief

that

its

profit

margin

from

the

Fund

was

reasonable

considering

the

services

provided

and

that

the

Fund

required

significantly

more

attention

and

resources

than

other

accounts

managed

by

the

Adviser.

The

Board

also

noted

the

Adviser’s

representation

that

the

Adviser

was

subsidizing

the

Fund’s

operations

by

forgoing

a

portion

of

its

advisory

fee

in

accordance

with

the

contractual

expense

cap.

Based

on

these

and

other

applicable

considerations,

including

financial

statements

from

the

Adviser

indicating

its

profitability

and

expenses

from

overall

operations,

the

Board

concluded

that

the

Adviser’s

costs

of

services

and

profits

attributable

to

management

of

the

Fund

were

reasonable.

Economies

of

Scale

The

Board

evaluated

whether

the

Fund

would

benefit

from

any

economies

of

scale.

In

this

regard,

the

Board

considered

the

Fund’s

fee

structure,

asset

size,

and

net

expense

ratio. 

The

Board

also

considered

the

Adviser’s

representation

that

the

Fund

could

potentially

benefit

from

economies

of

scale

if

its

assets

were

to

increase

but

that,

in

light

of

the

Fund’s

stable

asset

levels,

the

Adviser

was

not

proposing

breakpoints

in

the

advisory

fee

at

this

time

but

was

considering

certain

reinvestments

in

the

business. 

Based

on

the

foregoing

and

other

applicable

considerations,

including

the

size

of

the

Fund,

the

Board

concluded

that

the

information

presented

was

consistent

with

the

renewal

of

the

Advisory

Agreement

at

current

fee

levels.

Other

Benefits

The

Board

noted

the

Adviser’s

representation

that,

aside

from

its

contractual

advisory

fees,

it

does

not

benefit

in

a

material

way

from

its

relationship

with

the

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

advisory

arrangement,

as

outlined

in

the

Advisory

Agreement,

was

fair

and

reasonable

in

light

of

the

services

performed

or

to

be

performed,

expenses

incurred

or

to

be

incurred

and

such

other

matters

as

the

Board

considered

relevant.

Liquidity

Risk

Management

Program

The

Fund

has

adopted

and

implemented

a

written

liquidity

risk

management

program,

as

required

by

Rule

22e-4

(the

“Liquidity

Rule”)

under

the

Investment

Company

Act

of

1940,

as

amended.

The

liquidity

risk

management

program

is

reasonably

designed

to

assess

and

manage

the

Fund’s

liquidity

risk,

taking

into

consideration,

among

other

factors,

the

Fund's

investment

strategy

and

the

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31,

2022

21

liquidity

of

the

portfolio

investments

during

normal

and

reasonably

foreseeable

stressed

conditions,

its

short

and

long-term

cash

flow

projections

and

its

cash

holdings

and

access

to

other

funding

sources.

The

Board

approved

the

designation

of

a

Liquidity

Committee

as

the

administrator

of

the

liquidity

risk

management

program

(the

“Program

Administrator”).

The

Program

Administrator

is

responsible

for

the

administration

and

oversight

of

the

program

and

for

reporting

to

the

Board

on

at

least

an

annual

basis

regarding,

among

other

things,

the

program’s

operation,

adequacy,

and

effectiveness.

The

Program

Administrator

assessed

the

Fund’s

liquidity

risk

profile

based

on

information

gathered

for

the

period

July

1,

2021

through

June

30,

2022

in

order

to

prepare

a

written

report

to

the

Board

for

review

at

its

meeting

held

on

September

15,

2022.

The

Program

Administrator’s

written

report

stated

that:

(i)

the

Fund

is

able

to

meet

redemptions

in

normal

and

reasonably

foreseeable

stressed

conditions

and

without

significant

dilution

of

remaining

shareholders’

interests

in

the

Fund;

(ii)

the

Fund's

strategy

is

appropriate

for

an

open-end

mutual

fund;

(iii)

the

liquidity

classification

determinations

regarding

the

Fund's

portfolio

investments,

which

take

into

account

a

variety

of

factors

and

may

incorporate

analysis

from

one

or

more

third-party

data

vendors,

remained

appropriate;

(iv)

the

Fund

did

not

approach

the

internal

triggers

set

forth

in

the

liquidity

risk

management

program

or

the

regulatory

percentage

limitation

(15%)

on

holdings

in

illiquid

investments;

(v)

it

continues

to

be

appropriate

to

not

set

a

“highly

liquid

investment

minimum”

for

the

Fund

because

the

Fund

primarily

holds

“highly

liquid

investments”;

and

(vi)

the

liquidity

risk

management

program

remains

reasonably

designed

and

adequately

implemented

to

prevent

violations

of

the

Liquidity

Rule.

No

significant

liquidity

events

impacting

the

Fund

or

proposed

changes

to

the

Program

were

noted

in

the

report.

Proxy

Voting

Information

A

description

of

the

policies

and

procedures

that

the

Fund

uses

to

determine

how

to

vote

proxies

relating

to

securities

held

in

the

Fund’s

portfolio

is

available,

without

charge

and

upon

request,

by

calling

(877)

328-9437

and

on

the

SEC’s

website

at

www.sec.gov.

The

Fund’s

proxy

voting

record

for

the

most

recent

twelve-month

period

ended

June

30

is

available,

without

charge

and

upon

request,

by

calling

(877)

328-9437

and

on

the

SEC’s

website

at

www.sec.gov.

Availability

of

Quarterly

Portfolio

Schedules

The

Fund

files

its

complete

schedule

of

portfolio

holdings

with

the

SEC

for

the

first

and

third

quarters

of

each

fiscal

year

on

Form

N-PORT.

Forms

N-PORT

are

available

free

of

charge

on

the

SEC’s

website

at

www.sec.gov.

Shareholder

Expense

Example

As

a

shareholder

of

the

Fund,

you

incur

two

types

of

costs:

(1)

transaction

costs,

including

sales

charges

(loads)

on

purchase

payments

on

certain

classes,

redemption

fees,

exchange

fees

and

CDSC

fees,

and

(2)

ongoing

costs,

including

management

fees,

12b-1

fees,

and

other

Fund

expenses.

This

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

Fund,

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

The

example

is

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

for

the

entire

period

from

July

1,

2022

through

December

31,

2022.

Actual

Expenses

–

The

first

line

of

the

table

below

provides

information

about

actual

account

values

and

actual

expenses.

You

may

use

the

information

in

this

line,

together

with

the

amount

you

invested,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

in

the

first

line

under

the

heading

entitled

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

the

period.

Hypothetical

Example

for

Comparison

Purposes

–

The

second

line

under

each

share

class

of

the

table

below

provides

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

The

hypothetical

account

values

and

expenses

may

not

be

AUXIER

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INFORMATION

December

31,

2022

22

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

You

may

use

this

information

to

compare

the

ongoing

costs

of

investing

in

the

Fund

and

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

the

expenses

shown

in

the

table

are

meant

to

highlight

your

ongoing

costs

only

and

do

not

reflect

any

transactional

costs,

such

as

sales

charges

(loads)

on

purchase

payments

on

certain

classes,

redemption

fees,

exchange

fees,

and

CDSC

fees.

Therefore,

the

second

line

of

the

table

is

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

In

addition,

if

these

transactional

costs

were

included,

your

costs

would

have

been

higher.

Beginning

Account

Value

July

1,

2022

Ending

Account

Value

December

31,

2022

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Investor

Shares

Actual

$

1,000.00

$

1,051.28

$

4.76

0.92%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,020.57

$

4.69

0.92%

A

Shares

Actual

$

1,000.00

$

1,049.76

$

6.46

1.25%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,018.90

$

6.36

1.25%

Institutional

Shares

Actual

$

1,000.00

$

1,052.27

$

4.14

0.80%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,021.17

$

4.08

0.80%

*

Expenses

are

equal

to

the

Fund’s

annualized

expense

ratio

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half-year

(184)

divided

by

365

to

reflect

the

half-year

period.

AUXIER

FOCUS

FUND

FOR

MORE

INFORMATION

P.O.

Box

588

Portland,

Maine

04112

(877)

3AUXIER

(877)

328-9437

INVESTMENT

ADVISER

Auxier

Asset

Management

LLC

15668

NE

Eilers

Road

Aurora,

Oregon

97002

TRANSFER

AGENT

Apex

Fund

Services

P.O.

Box

588

Portland,

Maine

04112

www.apexgroup.com

DISTRIBUTOR

Foreside

Fund

Services,

LLC

Three

Canal

Plaza,

Suite

100

Portland,

Maine

04101

www.foreside.com

This

report

is

submitted

for

the

general

information

of

the

shareholders

of

the

Fund.

It

is

not

authorized

for

distribution

to

prospective

investors

unless

preceded

or

accompanied

by

an

effective

prospectus,

which

includes

information

regarding

the

Fund’s

risks,

objectives,

fees

and

expenses,

experience

of

its

management,

and

other

information.

204-SAR-1222

SEMI-ANNUAL

REPORT

(Unaudited)

DECEMBER

31,

2022

DF

DENT

GROWTH

FUNDS

TABLE

OF

CONTENTS

DECEMBER

31,

2022

DF

Dent

Premier

Growth

Fund

Performance

Chart

and

Analysis

1

Schedule

of

Investments

2

Statement

of

Assets

and

Liabilities

4

Statement

of

Operations

5

Statements

of

Changes

in

Net

Assets

6

Financial

Highlights

7

DF

Dent

Midcap

Growth

Fund

Performance

Chart

and

Analysis

8

Schedule

of

Investments

10

Statement

of

Assets

and

Liabilities

12

Statement

of

Operations

13

Statements

of

Changes

in

Net

Assets

14

Financial

Highlights

15

DF

Dent

Small

Cap

Growth

Fund

Performance

Chart

and

Analysis

18

Schedule

of

Investments

20

Statement

of

Assets

and

Liabilities

22

Statement

of

Operations

23

Statements

of

Changes

in

Net

Assets

24

Financial

Highlights

25

DF

Dent

Growth

Funds

Notes

to

Financial

Statements

27

Additional

Information

33

1

DF

DENT

GROWTH

FUNDS

DF

DENT

PREMIER

GROWTH

FUND

PERFORMANCE

CHART

AND

ANALYSIS

DECEMBER

31,

2022

The

following

chart

reflects

the

change

in

the

value

of

a

hypothetical

$10,000

investment,

including

reinvested

dividends

and

distributions,

in

the

DF

Dent

Premier

Growth

Fund

(the

“Fund”)

compared

with

the

performance

of

the

benchmark,

S&P

500®

Index

("S&P

500”),

over

the

past

ten

fiscal

years.

The

S&P

500

is

a

broad-based

measurement

of

the

U.S.

stock

market

based

on

the

performance

of

500

widely

held

large

capitalization

common

stocks.

The

total

return

of

the

index

includes

the

reinvestment

of

dividends

and

income.

The

total

return

of

the

Fund

includes

operating

expenses

that

reduce

returns,

while

the

total

return

of

the

index

does

not

include

expenses.

The

Fund

is

professionally

managed,

while

the

index

is

unmanaged

and

is

not

available

for

investment.

Comparison

of

Change

in

Value

of

a

$10,000

Investment

DF

Dent

Premier

Growth

Fund

vs.

S&P

500®

Index

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

For

the

most

recent

month-end

performance,

please

call

(866)

233-3368.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratio

(gross)

is

1.10%.

However,

the

Fund’s

Adviser has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

and

extraordinary

expenses)

to

0.99%,

through

October

31,

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.

During

the

period,

certain

fees

were

waived

and/or

expenses

reimbursed;

otherwise,

returns

would

have

been

lower.

The

performance

table

and

graph

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

Fund

shares.

Returns

greater

than

one

year

are

annualized.

Average

Annual

Total

Returns

Periods

Ended

December

31,

2022

One

Year

Five

Year

Ten

Year

DF

Dent

Premier

Growth

Fund

-28.05%

9.50%

11.79%

S&P

500®

Index

-18.11%

9.42%

12.56%

2

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

PREMIER

GROWTH

FUND

SCHEDULE

OF

INVESTMENTS

DECEMBER

31,

2022

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

as

of

December

31,

2022. 

The

inputs

or

methodology

used

for

valuing

securities

are

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

For

more

information

on

valuation

inputs,

and

their

aggregation

into

the

levels

used

in

the

table

below,

please

refer

to

the

Security

Valuation

section

in

Note

2

of

the

accompanying

Notes

to

Financial

Statements.

Shares

Security

Description

Value

Common

Stock

-

100.5%

Communication

Services

-

4.7%

125,040‌

Alphabet,

Inc.,

Class C 

(a)

$

11,094,799‌

200‌

Cable

One,

Inc.

142,372‌

11,237,171‌

Consumer

Discretionary

-

6.8%

67,180‌

Amazon.com,

Inc. 

(a)

5,643,120‌

82,747‌

CarMax,

Inc. 

(a)

5,038,465‌

21,606‌

Dollar

General

Corp.

5,320,477‌

16,002,062‌

Financials

-

6.8%

2,336‌

Markel

Corp. 

(a)

3,077,657‌

15,337‌

Moody's

Corp.

4,273,195‌

25,754‌

S&P

Global,

Inc. 

(a)

8,626,045‌

15,976,897‌

Health

Care

-

21.5%

115,024‌

Bio-Techne

Corp.

9,533,189‌

39,210‌

Danaher

Corp.

10,407,118‌

9,038‌

IDEXX

Laboratories,

Inc. 

(a)

3,687,143‌

28,677‌

Illumina,

Inc. 

(a)

5,798,489‌

30,475‌

Intuitive

Surgical,

Inc. 

(a)

8,086,541‌

1,000‌

Teleflex,

Inc.

249,630‌

16,052‌

Thermo

Fisher

Scientific,

Inc.

8,839,676‌

20,033‌

Veeva

Systems,

Inc.,

Class A 

(a)

3,232,926‌

4,600‌

West

Pharmaceutical

Services,

Inc.

1,082,610‌

50,917,322‌

Industrials

-

20.2%

73,421‌

CoStar

Group,

Inc. 

(a)

5,673,975‌

136,144‌

Fastenal

Co.

6,442,334‌

81,851‌

HEICO

Corp.,

Class A

9,809,842‌

10,900‌

Old

Dominion

Freight

Line,

Inc.

3,093,202‌

16,000‌

SiteOne

Landscape

Supply,

Inc. 

(a)

1,877,120‌

15,292‌

TransDigm

Group,

Inc.

9,628,608‌

20,489‌

Verisk

Analytics,

Inc.

3,614,669‌

38,587‌

Waste

Connections,

Inc.

5,115,093‌

55,000‌

WillScot

Mobile

Mini

Holdings

Corp. 

(a)

2,484,350‌

47,739,193‌

Information

Technology

-

26.8%

30,497‌

ANSYS,

Inc. 

(a)

7,367,770‌

8,747‌

Atlassian

Corp.,

Class

A 

(a)

1,125,564‌

75,545‌

BlackLine,

Inc. 

(a)

5,081,912‌

23,308‌

Crowdstrike

Holdings,

Inc.,

Class A 

(a)

2,454,099‌

60,000‌

Guidewire

Software,

Inc. 

(a)

3,753,600‌

31,762‌

Mastercard,

Inc.,

Class A

11,044,600‌

32,190‌

Microsoft

Corp.

7,719,806‌

95,002‌

QUALCOMM,

Inc.

10,444,520‌

2,000‌

Shopify,

Inc. 

(a)

69,420‌

Shares

Security

Description

Value

Information

Technology

-

26.8%

(continued)

1,400‌

Sprout

Social,

Inc.,

Class A 

(a)

$

79,044‌

60,093‌

Visa,

Inc.,

Class A

12,484,922‌

23,000‌

Workiva,

Inc. 

(a)

1,931,310‌

63,556,567‌

Materials

-

5.4%

37,886‌

Ecolab,

Inc.

5,514,686‌

41,211‌

Vulcan

Materials

Co.

7,216,459‌

12,731,145‌

Real

Estate

-

8.3%

24,398‌

American

Tower

Corp.

REIT

5,168,960‌

115,018‌

CBRE

Group,

Inc.,

Class A 

(a)

8,851,785‌

20,267‌

SBA

Communications

Corp.

REIT

5,681,043‌

19,701,788‌

Total

Common

Stock

(Cost

$127,895,280)

237,862,145‌

Money

Market

Fund

-

0.7%

1,749,579‌

First

American

Treasury

Obligations

Fund,

Class X,

4.20% 

(b)

(Cost

$1,749,579)

1,749,579‌

Investments,

at

value

-

101.2%

(Cost

$129,644,859)

$

239,611,724‌

Other

Assets

&

Liabilities,

Net

-

(1.2)%

(2,797,984‌)

Net

Assets

-

100.0%

$

236,813,740‌

REIT

Real

Estate

Investment

Trust

(a)

Non-income

producing

security.

(b)

Dividend

yield

changes

daily

to

reflect

current

market

conditions.

Rate

was

the

quoted

yield

as

of

December

31,

2022.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

237,862,145‌

Level

2

-

Other

Significant

Observable

Inputs

1,749,579‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

239,611,724‌

3

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

PREMIER

GROWTH

FUND

SCHEDULE

OF

INVESTMENTS

DECEMBER

31,

2022

The

Level

1

value

displayed

in

this

table

is

Common

Stock

and

the

Level

2

value

is

a

Money

Market

Fund.

Refer

to

this

Schedule

of

Investments

for

a

further

breakout

of

each

security

by

industry.

PORTFOLIO

HOLDINGS

%

of

Total

Net

Assets

Communication

Services

4.7‌%

Consumer

Discretionary

6.8‌%

Financials

6.8‌%

Health

Care

21.5‌%

Industrials

20.2‌%

Information

Technology

26.8‌%

Materials

5.4‌%

Real

Estate

8.3‌%

Money

Market

Fund

0.7‌%

Other

Assets

&

Liabilities,

Net

(1.2‌)%

100.0%

4

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

PREMIER

GROWTH

FUND

STATEMENT

OF

ASSETS

AND

LIABILITIES

DECEMBER

31,

2022

ASSETS

Investments,

at

value

(Cost

$129,644,859)

$

239,611,724‌

Receivables:

Fund

shares

sold

33,320‌

Dividends

90,182‌

Prepaid

expenses

10,667‌

Total

Assets

239,745,893‌

LIABILITIES

Payables:

Fund

shares

redeemed

2,337,037‌

Accrued

Liabilities:

Investment

adviser

fees

566,828‌

Fund

services

fees

11,115‌

Other

expenses

17,173‌

Total

Liabilities

2,932,153‌

NET

ASSETS

$

236,813,740‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

115,758,301‌

Distributable

Earnings

121,055,439‌

NET

ASSETS

$

236,813,740‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

6,670,953‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE

$

35.50‌

5

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

PREMIER

GROWTH

FUND

STATEMENT

OF

OPERATIONS

SIX

MONTHS

ENDED

DECEMBER

31,

2022

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$4,462)

$

1,107,338‌

Total

Investment

Income

1,107,338‌

EXPENSES

Investment

adviser

fees

1,366,485‌

Fund

services

fees

95,418‌

Custodian

fees

14,467‌

Registration

fees

11,881‌

Professional

fees

23,721‌

Trustees'

fees

and

expenses

5,317‌

Other

expenses

29,847‌

Total

Expenses

1,547,136‌

Fees

waived

(181,350‌)

Net

Expenses

1,365,786‌

NET

INVESTMENT

LOSS

(258,448‌)

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

on

investments

19,145,518‌

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

(18,461,541‌)

NET

REALIZED

AND

UNREALIZED

GAIN

683,977‌

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

425,529‌

6

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

PREMIER

GROWTH

FUND

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

For

the

Six

Months

Ended

December

31,

2022

For

the

Year

Ended

June

30,

2022

OPERATIONS

Net

investment

loss

$

(258,448‌)

$

(2,296,922‌)

Net

realized

gain

19,145,518‌

9,591,538‌

Net

change

in

unrealized

appreciation

(depreciation)

(18,461,541‌)

(97,488,548‌)

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

425,529‌

(90,193,932‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

–‌

(30,915,090‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

3,183,075‌

25,264,827‌

Reinvestment

of

distributions

–‌

29,644,714‌

Redemption

of

shares

(45,730,394‌)

(85,788,741‌)

Redemption

fees

–‌

7‌

Decrease

in

Net

Assets

from

Capital

Share

Transactions

(42,547,319‌)

(30,879,193‌)

Decrease

in

Net

Assets

(42,121,790‌)

(151,988,215‌)

NET

ASSETS

Beginning

of

Period

278,935,530‌

430,923,745‌

End

of

Period

$

236,813,740‌

$

278,935,530‌

SHARE

TRANSACTIONS

Sale

of

shares

87,164‌

550,556‌

Reinvestment

of

distributions

–‌

621,873‌

Redemption

of

shares

(1,252,286‌)

(1,990,603‌)

Decrease

in

Shares

(1,165,122‌)

(818,174‌)

7

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

PREMIER

GROWTH

FUND

FINANCIAL

HIGHLIGHTS

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

period

.

For

the

Six

Months

Ended

December

31,

2022

For

the

Years

Ended

June

30,

2022

2021

2020

2019

2018

NET

ASSET

VALUE,

Beginning

of

Period

$

35.60‌

$

49.79‌

$

38.91‌

$

35.75‌

$

32.13‌

$

28.22‌

INVESTMENT

OPERATIONS

Net

investment

loss

(a)

(0.03‌)

(0.27‌)

(0.25‌)

(0.11‌)

(0.16‌)

(0.15‌)

Net

realized

and

unrealized

gain

(loss)

(0.07‌)(b)

(10.28‌)

12.16‌

5.88‌

6.26‌

6.91‌

Total

from

Investment

Operations

(0.10‌)

(10.55‌)

11.91‌

5.77‌

6.10‌

6.76‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

realized

gain

–‌

(3.64‌)

(1.03‌)

(2.61‌)

(2.48‌)

(2.85‌)

Total

Distributions

to

Shareholders

–‌

(3.64‌)

(1.03‌)

(2.61‌)

(2.48‌)

(2.85‌)

REDEMPTION

FEES(a)

–‌

0.00‌(c)

0.00‌(c)

–‌

–‌

–‌

NET

ASSET

VALUE,

End

of

Period

$

35.50‌

$

35.60‌

$

49.79‌

$

38.91‌

$

35.75‌

$

32.13‌

TOTAL

RETURN

(0.28‌)%(d)

(23.05‌)%

30.96‌%

16.82‌%

21.14‌%

24.97‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

236,814‌

$

278,936‌

$

430,924‌

$

343,711‌

$

212,004‌

$

173,572‌

Ratios

to

Average

Net

Assets:

Net

investment

loss

(0.19‌)%(e)

(0.58‌)%

(0.57‌)%

(0.30‌)%

(0.51‌)%

(0.50‌)%

Net

expenses

0.99‌%(e)

0.99‌%

0.99‌%

1.00‌%

1.07‌%

1.09‌%

Gross

expenses

(f)

1.12‌%(e)

1.10‌%

1.11‌%

1.15‌%

1.20‌%

1.22‌%

PORTFOLIO

TURNOVER

RATE

4‌%(d)

18‌%

14‌%

23‌%

23‌%

16‌%

footertext

(a)

Calculated

based

on

average

shares

outstanding

during

each

period.

(b)

Per

share

amount

does

not

accord

with

the

amount

reported

in

the

Statement

of

Operations

due

to

the

timing

of

Fund

share

sales

and

the

amount

per

share

of

realized

and

unrealized

gains

and

losses

at

such

time.

(c)

Less

than

$0.01

per

share.

(d)

Not

annualized.

(e)

Annualized.

(f)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

8

DF

DENT

GROWTH

FUNDS

DF

DENT

MIDCAP

GROWTH

FUND

PERFORMANCE

CHART

AND

ANALYSIS

DECEMBER

31,

2022

The

following

chart

reflects

the

change

in

the

value

of

a

hypothetical

$10,000

investment,

including

reinvested

dividends

and

distributions,

in

the

DF

Dent

Midcap

Growth

Fund

(the

“Fund”)

compared

with

the

performance

of

the

benchmark,

the

Russell

Midcap

Growth

Index

(“Russell

Midcap

Growth”),

since

inception.

The

Russell

Midcap

Growth

measures

the

performance

of

the

mid-cap

growth

segment

of

the

U.S.

equity

universe.

It

includes

those

Russell

Midcap

Index

companies

with

higher

price-to-book

ratios

and

higher

forecasted

growth

values.

The

total

return

of

the

index

includes

the

reinvestment

of

dividends

and

income.

The

total

return

of

the

Fund

includes

operating

expenses

that

reduce

returns,

while

the

total

return

of

the

index

does

not

include

expenses.

The

Fund

is

professionally

managed,

while

the

index

is

unmanaged

and

is

not

available

for

investment.

Comparison

of

Change

in

Value

of

a

$10,000

Investment

DF

Dent

Midcap

Growth

Fund

–

Investor

Shares

vs.

Russell

Midcap

Growth

Index

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

For

the

most

recent

month-end

performance,

please

call

(866)

233-3368.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratios

(gross)

for

Investor

Shares,

Institutional

Shares

and

Institutional

Plus

Shares

are

0.86%,

0.85%

and

0.90%,

respectively.

However,

the

Fund’s

Adviser has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

and

extraordinary

expenses)

to

0.98%,

0.85%,

and

0.79%

of

Investor

Shares,

Institutional

Shares

and

Institutional

Plus

Shares,

respectively,

through

Average

Annual

Total

Returns

Periods

Ended

December

31,

2022

One

Year

Five

Year

Ten

Year

DF

Dent

Midcap

Growth

Fund

-

Investor

Shares

-30.52%

7.32%

11.07%

DF

Dent

Midcap

Growth

Fund

-

Institutional

Shares

(1)

-30.51%

7.40%

11.11%

DF

Dent

Midcap

Growth

Fund

-

Institutional

Plus

Shares

(1)

-30.46%

7.42%

11.12%

Russell

Midcap

Growth

Index

-26.72%

7.64%

11.41%

(1)

For

Institutional

Shares,

performance

for

the

ten

year

period

is

a

blended

average

annual

return,

which

include

the

returns

of

the

Investor

Shares

prior

to

the

commencement

of

the

Institutional

Shares

on

November

29,

2017.

For

Institutional

Plus

Shares,

performance

for

the

five

year

and

ten

year

periods

are

a

blended

average

annual

return,

which

include

the

returns

of

the

Investor

Shares

prior

to

the

commencement

of

the

Institutional

Plus

Shares

on

December

3,

2021.

9

DF

DENT

GROWTH

FUNDS

DF

DENT

MIDCAP

GROWTH

FUND

PERFORMANCE

CHART

AND

ANALYSIS

DECEMBER

31,

2022

October

31,

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.

During

the

period,

certain

fees

were

waived

and/or

expenses

reimbursed;

otherwise,

returns

would

have

been

lower.

The

performance

table

and

graph

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

Fund

shares.

Returns

greater

than

one

year

are

annualized.

10

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

MIDCAP

GROWTH

FUND

SCHEDULE

OF

INVESTMENTS

DECEMBER

31,

2022

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

as

of

December

31,

2022. 

The

inputs

or

methodology

used

for

valuing

securities

are

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

For

more

information

on

valuation

inputs,

and

their

aggregation

into

the

levels

used

in

the

table

below,

please

refer

to

the

Security

Valuation

section

in

Note

2

of

the

accompanying

Notes

to

Financial

Statements.

Shares

Security

Description

Value

Common

Stock

-

99.4%

Communication

Services

-

2.1%

17,438‌

Cable

One,

Inc.

$

12,413,415‌

Consumer

Discretionary

-

5.9%

243,607‌

CarMax,

Inc. 

(a)

14,833,230‌

158,732‌

Chewy,

Inc. 

(a)

5,885,782‌

139,936‌

Floor

&

Decor

Holdings,

Inc.,

Class A 

(a)

9,743,744‌

128,640‌

Wayfair,

Inc.,

Class A 

(a)

4,230,970‌

34,693,726‌

Consumer

Staples

-

1.4%

510,917‌

Utz

Brands,

Inc.

8,103,144‌

Financials

-

7.3%

215,583‌

Goosehead

Insurance,

Inc.,

Class A 

(a)

7,403,120‌

13,889‌

Markel

Corp. 

(a)

18,298,619‌

61,141‌

Moody's

Corp.

17,035,105‌

42,736,844‌

Health

Care

-

20.9%

266,539‌

Azenta,

Inc. 

(a)

15,517,901‌

227,403‌

Bio-Techne

Corp.

18,847,161‌

120,368‌

Edwards

Lifesciences

Corp. 

(a)

8,980,656‌

101,109‌

Illumina,

Inc. 

(a)

20,444,240‌

75,863‌

Intuitive

Surgical,

Inc. 

(a)

20,130,247‌

72,869‌

Teleflex,

Inc.

18,190,288‌

126,109‌

Veeva

Systems,

Inc.,

Class A 

(a)

20,351,470‌

122,461,963‌

Industrials

-

27.2%

217,064‌

CoStar

Group,

Inc. 

(a)

16,774,706‌

379,098‌

Fastenal

Co.

17,938,917‌

201,972‌

HEICO

Corp.,

Class A

24,206,344‌

62,499‌

Old

Dominion

Freight

Line,

Inc.

17,735,966‌

82,962‌

SiteOne

Landscape

Supply,

Inc. 

(a)

9,733,102‌

39,135‌

TransDigm

Group,

Inc.

24,641,353‌

59,505‌

Verisk

Analytics,

Inc.

10,497,872‌

165,367‌

Waste

Connections,

Inc.

21,921,050‌

342,000‌

WillScot

Mobile

Mini

Holdings

Corp. 

(a)

15,448,140‌

158,897,450‌

Information

Technology

-

20.7%

92,344‌

ANSYS,

Inc. 

(a)

22,309,387‌

19,522‌

Appfolio,

Inc. 

(a)

2,057,228‌

49,783‌

Atlassian

Corp.,

Class

A 

(a)

6,406,076‌

161,324‌

BlackLine,

Inc. 

(a)

10,852,265‌

73,239‌

Crowdstrike

Holdings,

Inc.,

Class A 

(a)

7,711,334‌

147,868‌

Endava

PLC,

ADR 

(a)

11,311,902‌

247,496‌

Guidewire

Software,

Inc. 

(a)

15,483,350‌

Shares

Security

Description

Value

Information

Technology

-

20.7%

(continued)

202,157‌

PROS

Holdings,

Inc. 

(a)

$

4,904,329‌

131,448‌

Sprout

Social,

Inc.,

Class A 

(a)

7,421,554‌

23,055‌

Tyler

Technologies,

Inc. 

(a)

7,433,163‌

203,885‌

WNS

Holdings,

Ltd.,

ADR 

(a)

16,308,761‌

108,547‌

Workiva,

Inc. 

(a)

9,114,692‌

121,314,041‌

Materials

-

7.2%

164,935‌

Ecolab,

Inc.

24,007,939‌

104,690‌

Vulcan

Materials

Co.

18,332,266‌

42,340,205‌

Real

Estate

-

6.7%

352,679‌

CBRE

Group,

Inc.,

Class A 

(a)

27,142,176‌

41,728‌

SBA

Communications

Corp.

REIT

11,696,776‌

38,838,952‌

Total

Common

Stock

(Cost

$581,017,187)

581,799,740‌

Money

Market

Fund

-

0.9%

5,534,854‌

First

American

Treasury

Obligations

Fund,

Class X,

4.20% 

(b)

(Cost

$5,534,854)

5,534,854‌

Investments,

at

value

-

100.3%

(Cost

$586,552,041)

$

587,334,594‌

Other

Assets

&

Liabilities,

Net

-

(0.3)%

(1,793,060‌)

Net

Assets

-

100.0%

$

585,541,534‌

ADR

American

Depositary

Receipt

PLC

Public

Limited

Company

REIT

Real

Estate

Investment

Trust

(a)

Non-income

producing

security.

(b)

Dividend

yield

changes

daily

to

reflect

current

market

conditions.

Rate

was

the

quoted

yield

as

of

December

31,

2022.

11

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

MIDCAP

GROWTH

FUND

SCHEDULE

OF

INVESTMENTS

DECEMBER

31,

2022

The

Level

1

value

displayed

in

this

table

is

Common

Stock

and

Level

2

is

a

Money

Market

Fund.

Refer

to

this

Schedule

of

Investments

for

a

further

breakout

of

each

security

by

industry.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

581,799,740‌

Level

2

-

Other

Significant

Observable

Inputs

5,534,854‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

587,334,594‌

PORTFOLIO

HOLDINGS

%

of

Total

Net

Assets

Communication

Services

2.1‌%

Consumer

Discretionary

5.9‌%

Consumer

Staples

1.4‌%

Financials

7.3‌%

Health

Care

20.9‌%

Industrials

27.2‌%

Information

Technology

20.7‌%

Materials

7.2‌%

Real

Estate

6.7‌%

Money

Market

Fund

0.9‌%

Other

Assets

&

Liabilities,

Net

(0.3‌)%

100.0%

12

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

MIDCAP

GROWTH

FUND

STATEMENT

OF

ASSETS

AND

LIABILITIES

DECEMBER

31,

2022

ASSETS

Investments,

at

value

(Cost

$586,552,041)

$

587,334,594‌

Receivables:

Fund

shares

sold

482,885‌

Investment

securities

sold

1,800,808‌

Dividends

154,508‌

Prepaid

expenses

29,494‌

Total

Assets

589,802,289‌

LIABILITIES

Payables:

Fund

shares

redeemed

3,100,477‌

Accrued

Liabilities:

Investment

adviser

fees

1,095,121‌

Fund

services

fees

23,862‌

Other

expenses

41,295‌

Total

Liabilities

4,260,755‌

NET

ASSETS

$

585,541,534‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

641,044,010‌

Accumulated

loss

(55,502,476‌)

NET

ASSETS

$

585,541,534‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

Investor

Shares

5,934,390‌

Institutional

Shares

8,080,570‌

Institutional

Plus

Shares

7,660,346‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE

Investor

Shares

(based

on

net

assets

of

$159,796,100)

$

26.93‌

Institutional

Shares

(based

on

net

assets

of

$218,482,653)

$

27.04‌

Institutional

Plus

Shares

(based

on

net

assets

of

$207,262,781)

$

27.06‌

13

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

MIDCAP

GROWTH

FUND

STATEMENT

OF

OPERATIONS

SIX

MONTHS

ENDED

DECEMBER

31,

2022

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$12,545)

$

1,929,998‌

Total

Investment

Income

1,929,998‌

EXPENSES

Investment

adviser

fees

2,367,853‌

Fund

services

fees

205,286‌

Transfer

agent

fees:

Investor

Shares

8,693‌

Institutional

Shares

3,906‌

Institutional

Plus

Shares

1,791‌

Custodian

fees

32,070‌

Registration

fees:

Investor

Shares

10,269‌

Institutional

Shares

11,879‌

Institutional

Plus

Shares

9,495‌

Professional

fees

38,289‌

Trustees'

fees

and

expenses

9,169‌

Other

expenses

66,523‌

Total

Expenses

2,765,223‌

Fees

waived

(139,900‌)

Net

Expenses

2,625,323‌

NET

INVESTMENT

LOSS

(695,325‌)

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

loss

on

investments

(20,905,100‌)

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

21,617,610‌

NET

REALIZED

AND

UNREALIZED

GAIN

712,510‌

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

17,185‌

14

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

MIDCAP

GROWTH

FUND

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

For

the

Six

Months

Ended

December

31,

2022

For

the

Year

Ended

June

30,

2022

OPERATIONS

Net

investment

loss

$

(695,325‌)

$

(4,260,785‌)

Net

realized

loss

(20,905,100‌)

(11,874,285‌)

Net

change

in

unrealized

appreciation

(depreciation)

21,617,610‌

(224,769,249‌)

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

17,185‌

(240,904,319‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

Investor

Shares

–‌

(8,517,130‌)

Institutional

Shares

–‌

(13,369,399‌)

Institutional

Plus

Shares

–‌

(3,284,208‌)

Total

Distributions

Paid

–‌

(25,170,737‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares:

Investor

Shares

4,383,766‌

36,926,288‌

Institutional

Shares

11,830,280‌

244,230,235‌

Institutional

Plus

Shares

26,664,419‌

308,942,753‌

Reinvestment

of

distributions:

Investor

Shares

–‌

8,470,762‌

Institutional

Shares

–‌

13,087,522‌

Institutional

Plus

Shares

–‌

3,284,208‌

Redemption

of

shares:

Investor

Shares

(29,355,807‌)

(84,885,729‌)

Institutional

Shares

(24,656,160‌)

(311,740,340‌)

Institutional

Plus

Shares

(29,222,722‌)

(40,190,604‌)

Redemption

fees:

Investor

Shares

–‌

79‌

Increase

(Decrease)

in

Net

Assets

from

Capital

Share

Transactions

(40,356,224‌)

178,125,174‌

Decrease

in

Net

Assets

(40,339,039‌)

(87,949,882‌)

NET

ASSETS

Beginning

of

Period

625,880,573‌

713,830,455‌

End

of

Period

$

585,541,534‌

$

625,880,573‌

SHARE

TRANSACTIONS

Sale

of

shares:

Investor

Shares

156,519‌

1,010,055‌

Institutional

Shares

427,090‌

6,370,790‌

Institutional

Plus

Shares

973,635‌

8,911,558‌

Reinvestment

of

distributions:

Investor

Shares

–‌

225,766‌

Institutional

Shares

–‌

347,518‌

Institutional

Plus

Shares

–‌

87,184‌

Redemption

of

shares:

Investor

Shares

(1,068,890‌)

(2,475,871‌)

Institutional

Shares

(879,308‌)

(8,841,482‌)

Institutional

Plus

Shares

(1,064,012‌)

(1,248,019‌)

Increase

(Decrease)

in

Shares

(1,454,966‌)

4,387,499‌

15

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

MIDCAP

GROWTH

FUND

FINANCIAL

HIGHLIGHTS

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

period

.

For

the

Six

Months

Ended

December

31,

2022

For

the

Years

Ended

June

30,

2022

2021

2020

2019

2018

INVESTOR

SHARES

NET

ASSET

VALUE,

Beginning

of

Period

$

26.98‌

$

38.01‌

$

29.48‌

$

25.83‌

$

22.21‌

$

18.08‌

INVESTMENT

OPERATIONS

Net

investment

loss

(a)

(0.03‌)

(0.20‌)

(0.18‌)

(0.08‌)

(0.11‌)

(0.11‌)

Net

realized

and

unrealized

gain

(loss)

(0.02‌)(b)

(9.75‌)

8.81‌

3.93‌

4.41‌

4.30‌

Total

from

Investment

Operations

(0.05‌)

(9.95‌)

8.63‌

3.85‌

4.30‌

4.19‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

realized

gain

–‌

(1.08‌)

(0.11‌)

(0.24‌)

(0.69‌)

(0.06‌)

Total

Distributions

to

Shareholders

–‌

(1.08‌)

(0.11‌)

(0.24‌)

(0.69‌)

(0.06‌)

REDEMPTION

FEES(a)

–‌

0.00‌(c)

0.01‌

0.04‌

0.01‌

0.00‌(c)

NET

ASSET

VALUE,

End

of

Period

$

26.93‌

$

26.98‌

$

38.01‌

$

29.48‌

$

25.83‌

$

22.21‌

TOTAL

RETURN

(0.19‌)%(d)

(26.97‌)%

29.33‌%

15.14‌%

20.27‌%

23.21‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

159,796‌

$

184,717‌

$

307,341‌

$

243,855‌

$

58,367‌

$

19,993‌

Ratios

to

Average

Net

Assets:

Net

investment

loss

(0.25‌)%(e)

(0.55‌)%

(0.54‌)%

(0.28‌)%

(0.46‌)%

(0.52‌)%

Net

expenses

0.86‌%(e)

0.85‌%

0.89‌%

0.98‌%(f)

0.98‌%

1.01‌%

Gross

expenses

(g)

0.88‌%(e)

0.86‌%

0.91‌%

1.01‌%

1.13‌%

1.40‌%

PORTFOLIO

TURNOVER

RATE

13‌%(d)

35‌%

30‌%

31‌%

29‌%

32‌%

footertext

(a)

Calculated

based

on

average

shares

outstanding

during

each

period.

(b)

Per

share

amount

does

not

accord

with

the

amount

reported

in

the

Statement

of

Operations

due

to

the

timing

of

Fund

share

sales

and

the

amount

per

share

of

realized

and

unrealized

gains

and

losses

at

such

time.

(c)

Less

than

$0.01

per

share.

(d)

Not

annualized.

(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.

16

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

MIDCAP

GROWTH

FUND

FINANCIAL

HIGHLIGHTS

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

period

.

For

the

Six

Months

Ended

December

31,

2022

For

the

Years

Ended

June

30,

November

29,

2017

(a)

Through

June

30,

2018

2022

2021

2020

2019

INSTITUTIONAL

SHARES

NET

ASSET

VALUE,

Beginning

of

Period

$

27.09‌

$

38.15‌

$

29.57‌

$

25.88‌

$

22.22‌

$

20.56‌

INVESTMENT

OPERATIONS

Net

investment

loss

(b)

(0.03‌)

(0.19‌)

(0.17‌)

(0.04‌)

(0.08‌)

(0.05‌)

Net

realized

and

unrealized

gain

(loss)

(0.02‌)(c)

(9.79‌)

8.86‌

3.97‌

4.43‌

1.77‌

Total

from

Investment

Operations

(0.05‌)

(9.98‌)

8.69‌

3.93‌

4.35‌

1.72‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

realized

gain

–‌

(1.08‌)

(0.11‌)

(0.24‌)

(0.69‌)

(0.06‌)

Total

Distributions

to

Shareholders

–‌

(1.08‌)

(0.11‌)

(0.24‌)

(0.69‌)

(0.06‌)

REDEMPTION

FEES(b)

–‌

–‌

0.00‌(d)

0.00‌(d)

0.00‌(d)

0.00‌(d)

NET

ASSET

VALUE,

End

of

Period

$

27.04‌

$

27.09‌

$

38.15‌

$

29.57‌

$

25.88‌

$

22.22‌

TOTAL

RETURN

(0.18‌)%(e)

(26.95‌)%

29.41‌%

15.26‌%

20.45‌%

8.40‌%(e)

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

218,483‌

$

231,134‌

$

406,489‌

$

122,454‌

$

43,090‌

$

27,141‌

Ratios

to

Average

Net

Assets:

Net

investment

loss

(0.24‌)%(f)

(0.53‌)%

(0.50‌)%

(0.15‌)%

(0.33‌)%

(0.36‌)%(f)

Net

expenses

0.85‌%(f)

0.83‌%

0.85‌%

0.85‌%

0.85‌%

0.85‌%(f)

Gross

expenses

(g)

0.88‌%(f)

0.85‌%

0.86‌%

0.94‌%

1.11‌%

1.27‌%(f)

PORTFOLIO

TURNOVER

RATE

13‌%(e)

35‌%

30‌%

31‌%

29‌%

32‌%(e)

footertext

(a)

Commencement

of

operations.

(b)

Calculated

based

on

average

shares

outstanding

during

each

period.

(c)

Per

share

amount

does

not

accord

with

the

amount

reported

in

the

Statement

of

Operations

due

to

the

timing

of

Fund

share

sales

and

the

amount

per

share

of

realized

and

unrealized

gains

and

losses

at

such

time.

(d)

Less

than

$0.01

per

share.

(e)

Not

annualized.

(f)

Annualized.

(g)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

17

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

MIDCAP

GROWTH

FUND

FINANCIAL

HIGHLIGHTS

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

period

.

For

the

Six

Months

Ended

December

31,

2022

November

1,

2021

(a)

Through

June

30,

2022

INSTITUTIONAL

PLUS

SHARES

NET

ASSET

VALUE,

Beginning

of

Period

$

27.10‌

$

38.47‌

INVESTMENT

OPERATIONS

Net

investment

loss

(b)

(0.02‌)

(0.08‌)

Net

realized

and

unrealized

loss

(0.02‌)

(10.21‌)

Total

from

Investment

Operations

(0.04‌)

–‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

realized

gain

–‌

(1.08‌)

Total

Distributions

to

Shareholders

–‌

(1.08‌)

NET

ASSET

VALUE,

End

of

Period

$

27.06‌

$

27.10‌

TOTAL

RETURN

(0.15‌)%(c)

(27.53‌)%(c)

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

207,263‌

$

210,030‌

Ratios

to

Average

Net

Assets:

Net

investment

loss

(0.18‌)%(d)

(0.44‌)%(d)

Net

expenses

0.79‌%(d)

0.79‌%(d)

Gross

expenses

(e)

0.87‌%(d)

0.90‌%(d)

PORTFOLIO

TURNOVER

RATE

13‌%(c)

35‌%(c)

footertext

(a)

Commencement

of

operations.

(b)

Calculated

based

on

average

shares

outstanding

during

each

period.

(c)

Not

annualized.

(d)

Annualized.

(e)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

18

DF

DENT

GROWTH

FUNDS

DF

DENT

SMALL

CAP

GROWTH

FUND

PERFORMANCE

CHART

AND

ANALYSIS

DECEMBER

31,

2022

The

following

chart

reflects

the

change

in

the

value

of

a

hypothetical

$10,000

investment,

including

reinvested

dividends

and

distributions,

in

the

DF

Dent

Small

Cap

Growth

Fund

(the

“Fund”)

compared

with

the

performance

of

the

benchmark,

the

Russell

2000

Growth

Index

(“Russell

2000

Growth”),

since

inception.

The

Russell

2000

Growth,

the

Fund‘s

primary

performance

benchmark,

measures

the

performance

of

those

Russell

2000

Growth

companies

with

higher

price-to-value

ratios

and

higher

forecasted

growth

values.

The

total

return

of

the

index

includes

the

reinvestment

of

dividends

and

income.

The

total

return

of

the

Fund

includes

operating

expenses

that

reduce

returns,

while

the

total

return

of

the

index

does

not

include

expenses.

The

Fund

is

professionally

managed,

while

the

index

is

unmanaged

and

is

not

available

for

investment.

Comparison

of

Change

in

Value

of

a

$10,000

Investment

DF

Dent

Small

Cap

Growth

Fund

–

Investor

Shares

vs.

Russell

2000

Growth

Index

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

For

the

most

recent

month-end

performance,

please

call

(866)

233-3368.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratios

(gross)

for

Investor

Shares

and

Institutional

Shares

are

1.23%

and

1.09%,

respectively.

However,

the

Fund’s

Adviser has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

and

extraordinary

expenses)

to

1.05%

and

0.95%

of

Investor

Shares

and

Institutional

Shares,

respectively,

through

October

31,

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

Average

Annual

Total

Returns

Periods

Ended

December

31,

2022

One

Year

Five

Year

Since

Inception

(11/01/13)

(1)

DF

Dent

Small

Cap

Growth

Fund

-

Investor

Shares

-30.31%

7.63%

8.47%

DF

Dent

Small

Cap

Growth

Fund

-

Institutional

Shares

(2)

-30.26%

7.73%

8.52%

Russell

2000

Growth

Index

-26.36%

3.51%

6.61%

(1)

Investor

Shares

commenced

operations

on

November

1,

2013

and

Institutional

Shares

commenced

operations

on

November

20,

2017.

(2)

Performance

for

the

since

inception

period

is

a

blended

average

annual

return,

which

include

the

returns

of

the

Investor

Shares

prior

to

the

commencement

of

the

Institutional

Shares.

19

DF

DENT

GROWTH

FUNDS

DF

DENT

SMALL

CAP

GROWTH

FUND

PERFORMANCE

CHART

AND

ANALYSIS

DECEMBER

31,

2022

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.

During

the

period,

certain

fees

were

waived

and/or

expenses

reimbursed;

otherwise,

returns

would

have

been

lower.

The

performance

table

and

graph

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

Fund

shares.

Returns

greater

than

one

year

are

annualized.

20

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

SMALL

CAP

GROWTH

FUND

SCHEDULE

OF

INVESTMENTS

DECEMBER

31,

2022

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

as

of

December

31,

2022. 

The

inputs

or

methodology

used

for

valuing

securities

are

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

For

more

information

on

valuation

inputs,

and

their

aggregation

into

the

levels

used

in

the

table

below,

please

refer

to

the

Security

Valuation

section

in

Note

2

of

the

accompanying

Notes

to

Financial

Statements.

Shares

Security

Description

Value

Common

Stock

-

98.0%

Communication

Services

-

1.7%

1,898‌

Cable

One,

Inc.

$

1,351,110‌

Consumer

Discretionary

-

7.7%

15,900‌

Bright

Horizons

Family

Solutions,

Inc. 

(a)

1,003,290‌

27,993‌

CarMax,

Inc. 

(a)

1,704,494‌

32,913‌

Chewy,

Inc. 

(a)

1,220,414‌

24,676‌

Floor

&

Decor

Holdings,

Inc.,

Class A 

(a)

1,718,190‌

15,855‌

Wayfair,

Inc.,

Class A 

(a)

521,471‌

6,167,859‌

Consumer

Staples

-

4.6%

131,600‌

Utz

Brands,

Inc.

2,087,176‌

9,806‌

WD-40

Co.

1,580,825‌

3,668,001‌

Financials

-

9.0%

43,273‌

Goosehead

Insurance,

Inc.,

Class A 

(a)

1,485,995‌

38,313‌

Hamilton

Lane,

Inc.,

Class A

2,447,434‌

6,549‌

Kinsale

Capital

Group,

Inc.

1,712,695‌

32,414‌

Trupanion,

Inc. 

(a)

1,540,637‌

7,186,761‌

Health

Care

-

22.0%

110,979‌

Abcam

PLC,

ADR 

(a)

1,726,833‌

3,172‌

Atrion

Corp.

1,774,575‌

18,922‌

Azenta,

Inc. 

(a)

1,101,639‌

23,178‌

Bio-Techne

Corp.

1,920,993‌

24,556‌

CryoPort,

Inc. 

(a)

426,047‌

32,384‌

HealthEquity,

Inc. 

(a)

1,996,150‌

28,922‌

LeMaitre

Vascular,

Inc.

1,330,990‌

11,674‌

Medpace

Holdings,

Inc. 

(a)

2,479,674‌

7,198‌

Mesa

Laboratories,

Inc.

1,196,380‌

25,860‌

OrthoPediatrics

Corp. 

(a)

1,027,418‌

20,316‌

Progyny,

Inc. 

(a)

632,843‌

11,179‌

Repligen

Corp. 

(a)

1,892,716‌

17,506,258‌

Industrials

-

22.7%

83,415‌

Douglas

Dynamics,

Inc.

3,016,286‌

24,127‌

Exponent,

Inc.

2,390,744‌

28,757‌

HEICO

Corp.,

Class A

3,446,526‌

20,890‌

John

Bean

Technologies

Corp.

1,907,884‌

6,863‌

Kadant,

Inc.

1,219,075‌

8,312‌

Simpson

Manufacturing

Co.,

Inc.

736,942‌

18,637‌

SiteOne

Landscape

Supply,

Inc. 

(a)

2,186,493‌

20,475‌

Trex

Co.,

Inc. 

(a)

866,707‌

51,186‌

WillScot

Mobile

Mini

Holdings

Corp. 

(a)

2,312,072‌

18,082,729‌

Shares

Security

Description

Value

Information

Technology

-

29.3%

25,186‌

Alarm.com

Holdings,

Inc. 

(a)

$

1,246,203‌

11,424‌

Appfolio,

Inc. 

(a)

1,203,861‌

25,865‌

BlackLine,

Inc. 

(a)

1,739,939‌

25,715‌

Endava

PLC,

ADR 

(a)

1,967,198‌

13,232‌

Envestnet,

Inc. 

(a)

816,414‌

40,451‌

EVERTEC,

Inc.

1,309,803‌

28,363‌

Guidewire

Software,

Inc. 

(a)

1,774,389‌

13,997‌

Manhattan

Associates,

Inc. 

(a)

1,699,236‌

18,093‌

Novanta,

Inc. 

(a)

2,458,296‌

22,683‌

Procore

Technologies,

Inc. 

(a)

1,070,184‌

46,515‌

PROS

Holdings,

Inc. 

(a)

1,128,454‌

24,536‌

Sprout

Social,

Inc.,

Class A 

(a)

1,385,303‌

19,536‌

The

Descartes

Systems

Group,

Inc. 

(a)

1,360,682‌

26,654‌

WNS

Holdings,

Ltd.,

ADR 

(a)

2,132,054‌

23,997‌

Workiva,

Inc. 

(a)

2,015,028‌

23,307,044‌

Materials

-

1.0%

85,463‌

Perimeter

Solutions

SA 

(a)

781,132‌

Total

Common

Stock

(Cost

$79,494,663)

78,050,894‌

Money

Market

Fund

-

1.4%

1,138,855‌

First

American

Treasury

Obligations

Fund,

Class X,

4.20% 

(b)

(Cost

$1,138,855)

1,138,855‌

Investments,

at

value

-

99.4%

(Cost

$80,633,518)

$

79,189,749‌

Other

Assets

&

Liabilities,

Net

-

0.6%

505,872‌

Net

Assets

-

100.0%

$

79,695,621‌

ADR

American

Depositary

Receipt

PLC

Public

Limited

Company

(a)

Non-income

producing

security.

(b)

Dividend

yield

changes

daily

to

reflect

current

market

conditions.

Rate

was

the

quoted

yield

as

of

December

31,

2022.

21

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

SMALL

CAP

GROWTH

FUND

SCHEDULE

OF

INVESTMENTS

DECEMBER

31,

2022

The

Level

1

value

displayed

in

this

table

is

Common

Stock

and

the

Level

2

value

is

a

Money

Market

Fund.

Refer

to

this

Schedule

of

Investments

for

a

further

breakout

of

each

security

by

industry.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

78,050,894‌

Level

2

-

Other

Significant

Observable

Inputs

1,138,855‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

79,189,749‌

PORTFOLIO

HOLDINGS

%

of

Total

Net

Assets

Communication

Services

1.7‌%

Consumer

Discretionary

7.7‌%

Consumer

Staples

4.6‌%

Financials

9.0‌%

Health

Care

22.0‌%

Industrials

22.7‌%

Information

Technology

29.3‌%

Materials

1.0‌%

Money

Market

Fund

1.4‌%

Other

Assets

&

Liabilities,

Net

0.6‌%

100.0%

22

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

SMALL

CAP

GROWTH

FUND

STATEMENT

OF

ASSETS

AND

LIABILITIES

DECEMBER

31,

2022

ASSETS

Investments,

at

value

(Cost

$80,633,518)

$

79,189,749‌

Receivables:

Fund

shares

sold

57,221‌

Investment

securities

sold

792,179‌

Dividends

31,651‌

Prepaid

expenses

21,119‌

Total

Assets

80,091,919‌

LIABILITIES

Payables:

Investment

securities

purchased

227,940‌

Fund

shares

redeemed

317‌

Accrued

Liabilities:

Investment

adviser

fees

144,168‌

Trustees’

fees

and

expenses

73‌

Fund

services

fees

8,272‌

Other

expenses

15,528‌

Total

Liabilities

396,298‌

NET

ASSETS

$

79,695,621‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

90,053,042‌

Accumulated

loss

(10,357,421‌)

NET

ASSETS

$

79,695,621‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

Investor

Shares

902,359‌

Institutional

Shares

3,473,763‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE

Investor

Shares

(based

on

net

assets

of

$16,368,375)

$

18.14‌

Institutional

Shares

(based

on

net

assets

of

$63,327,246)

$

18.23‌

23

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

SMALL

CAP

GROWTH

FUND

STATEMENT

OF

OPERATIONS

SIX

MONTHS

ENDED

DECEMBER

31,

2022

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$2,211)

$

202,183‌

Total

Investment

Income

202,183‌

EXPENSES

Investment

adviser

fees

356,680‌

Fund

services

fees

39,241‌

Transfer

agent

fees:

Investor

Shares

11,784‌

Institutional

Shares

9,616‌

Custodian

fees

4,607‌

Registration

fees:

Investor

Shares

8,705‌

Institutional

Shares

9,543‌

Professional

fees

16,696‌

Trustees'

fees

and

expenses

3,359‌

Other

expenses

26,938‌

Total

Expenses

487,169‌

Fees

waived

and

expenses

waived

(80,493‌)

Net

Expenses

406,676‌

NET

INVESTMENT

LOSS

(204,493‌)

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

loss

on

investments

(2,508,081‌)

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

2,461,704‌

NET

REALIZED

AND

UNREALIZED

LOSS

(46,377‌)

DECREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

(250,870‌)

24

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

SMALL

CAP

GROWTH

FUND

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

For

the

Six

Months

Ended

December

31,

2022

For

the

Year

Ended

June

30,

2022

OPERATIONS

Net

investment

loss

$

(204,493‌)

$

(558,800‌)

Net

realized

loss

(2,508,081‌)

(5,102,754‌)

Net

change

in

unrealized

appreciation

(depreciation)

2,461,704‌

(22,254,796‌)

Decrease

in

Net

Assets

Resulting

from

Operations

(250,870‌)

(27,916,350‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

Investor

Shares

–‌

(672,430‌)

Institutional

Shares

–‌

(1,948,221‌)

Total

Distributions

Paid

–‌

(2,620,651‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares:

Investor

Shares

1,859,446‌

4,617,488‌

Institutional

Shares

10,999,904‌

52,851,758‌

Reinvestment

of

distributions:

Investor

Shares

–‌

643,382‌

Institutional

Shares

–‌

1,681,845‌

Redemption

of

shares:

Investor

Shares

(3,620,999‌)

(9,406,759‌)

Institutional

Shares

(8,244,132‌)

(22,968,443‌)

Redemption

fees:

Investor

Shares

–‌

6,744‌

Increase

in

Net

Assets

from

Capital

Share

Transactions

994,219‌

27,426,015‌

Increase

(Decrease)

in

Net

Assets

743,349‌

(3,110,986‌)

NET

ASSETS

Beginning

of

Period

78,952,272‌

82,063,258‌

End

of

Period

$

79,695,621‌

$

78,952,272‌

SHARE

TRANSACTIONS

Sale

of

shares:

Investor

Shares

99,388‌

200,159‌

Institutional

Shares

582,872‌

2,218,989‌

Reinvestment

of

distributions:

Investor

Shares

–‌

25,818‌

Institutional

Shares

–‌

67,220‌

Redemption

of

shares:

Investor

Shares

(192,293‌)

(412,287‌)

Institutional

Shares

(438,981‌)

(1,057,613‌)

Increase

in

Shares

50,986‌

1,042,286‌

25

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

SMALL

CAP

GROWTH

FUND

FINANCIAL

HIGHLIGHTS

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

period

.

For

the

Six

Months

Ended

December

31,

2022

For

the

Years

Ended

June

30,

2022

2021

2020

2019

2018

INVESTOR

SHARES

NET

ASSET

VALUE,

Beginning

of

Period

$

18.19‌

$

24.94‌

$

18.38‌

$

17.10‌

$

15.97‌

$

13.29‌

INVESTMENT

OPERATIONS

Net

investment

loss

(a)

(0.05‌)

(0.15‌)

(0.13‌)

(0.09‌)

(0.07‌)

(0.06‌)

Net

realized

and

unrealized

gain

(loss)

0.00‌(b)

(6.01‌)

7.16‌

1.63‌

2.19‌

2.74‌

Total

from

Investment

Operations

(0.05‌)

(6.16‌)

7.03‌

1.54‌

2.12‌

2.68‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

realized

gain

–‌

(0.60‌)

(0.48‌)

(0.26‌)

(0.99‌)

–‌

Total

Distributions

to

Shareholders

–‌

(0.60‌)

(0.48‌)

(0.26‌)

(0.99‌)

–‌

REDEMPTION

FEES(a)

–‌

0.01‌

0.01‌

0.00‌(b)

–‌

–‌

NET

ASSET

VALUE,

End

of

Period

$

18.14‌

$

18.19‌

$

24.94‌

$

18.38‌

$

17.10‌

$

15.97‌

TOTAL

RETURN

(0.28‌)%(c)

(25.32‌)%

38.60‌%

9.08‌%

15.01‌%

20.17‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

16,368‌

$

18,105‌

$

29,472‌

$

8,394‌

$

6,757‌

$

5,734‌

Ratios

to

Average

Net

Assets:

Net

investment

loss

(0.57‌)%(d)

(0.64‌)%

(0.58‌)%

(0.50‌)%

(0.43‌)%

(0.43‌)%

Net

expenses

1.05‌%(d)

1.05‌%

1.05‌%

1.05‌%

1.05‌%

1.10‌%

Gross

expenses

(e)

1.31‌%(d)

1.23‌%

1.30‌%

1.66‌%

2.30‌%

3.12‌%

PORTFOLIO

TURNOVER

RATE

26‌%(c)

46‌%

34‌%

38‌%

44‌%

40‌%

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.

26

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

SMALL

CAP

GROWTH

FUND

FINANCIAL

HIGHLIGHTS

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

period

.

For

the

Six

Months

Ended

December

31,

2022

For

the

Years

Ended

June

30,

November

20,

2017

(a)

Through

June

30,

2018

2022

2021

2020

2019

INSTITUTIONAL

SHARES

NET

ASSET

VALUE,

Beginning

of

Period

$

18.27‌

$

25.03‌

$

18.42‌

$

17.13‌

$

15.97‌

$

14.04‌

INVESTMENT

OPERATIONS

Net

investment

loss

(b)

(0.04‌)

(0.12‌)

(0.11‌)

(0.07‌)

(0.05‌)

(0.02‌)

Net

realized

and

unrealized

gain

(loss)

0.00‌(c)

(6.04‌)

7.20‌

1.62‌

2.20‌

1.95‌

Total

from

Investment

Operations

(0.04‌)

(6.16‌)

7.09‌

1.55‌

2.15‌

1.93‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

realized

gain

–‌

(0.60‌)

(0.48‌)

(0.26‌)

(0.99‌)

–‌

Total

Distributions

to

Shareholders

–‌

(0.60‌)

(0.48‌)

(0.26‌)

(0.99‌)

–‌

REDEMPTION

FEES(b)

–‌

–‌

0.00‌(c)

0.00‌(c)

–‌

–‌

NET

ASSET

VALUE,

End

of

Period

$

18.23‌

$

18.27‌

$

25.03‌

$

18.42‌

$

17.13‌

$

15.97‌

TOTAL

RETURN

(0.22‌)%(d)

(25.27‌)%

38.79‌%

9.12‌%

15.20‌%

13.75‌%(d)

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

63,327‌

$

60,847‌

$

52,591‌

$

14,626‌

$

12,332‌

$

5,350‌

Ratios

to

Average

Net

Assets:

Net

investment

loss

(0.46‌)%(e)

(0.52‌)%

(0.49‌)%

(0.40‌)%

(0.32‌)%

(0.24‌)%(e)

Net

expenses

0.95‌%(e)

0.95‌%

0.95‌%

0.95‌%

0.95‌%

0.95‌%(e)

Gross

expenses

(f)

1.12‌%(e)

1.09‌%

1.18‌%

1.72‌%

2.18‌%

2.91‌%(e)

PORTFOLIO

TURNOVER

RATE

26‌%(d)

46‌%

34‌%

38‌%

44‌%

40‌%(d)

footertext

(a)

Commencement

of

operations.

(b)

Calculated

based

on

average

shares

outstanding

during

each

period.

(c)

Less

than

$0.01

per

share.

(d)

Not

annualized.

(e)

Annualized.

(f)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

27

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

2022

Note

1.

Organization

DF

Dent

Premier

Growth

Fund,

DF

Dent

Midcap

Growth

Fund,

and

DF

Dent

Small

Cap

Growth

Fund

(individually,

a

“Fund”

and

collectively,

the

“Funds”)

are

diversified

portfolios

of

Forum

Funds

(the

“Trust”).

The

Trust

is

a

Delaware

statutory

trust

that

is

registered

as

an

open-end,

management

investment

company

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“Act”).

Under

its

Trust

Instrument,

the

Trust

is

authorized

to

issue

an

unlimited

number

of

each

Fund’s

shares

of

beneficial

interest

without

par

value.

DF

Dent

Premier

Growth

Fund

commenced

operations

on

July

16,

2001.

DF

Dent

Midcap

Growth

Fund’s

Investor

Shares,

Institutional

Shares,

and

Institutional

Plus

Shares

commenced

operations

on

July

1,

2011,

November

29,

2017,

and

December

3,

2021,

respectively.

DF

Dent

Small

Cap

Growth

Fund’s

Investor

Shares

and

Institutional

Shares

commenced

operations

on

November

1,

2013

and

November

20,

2017,

respectively.

The

Funds

seek

long-term

capital

appreciation.

Note

2.

Summary

of

Significant

Accounting

Policies

The

Funds

are

investment

companies

and

follow

accounting

and

reporting

guidance

under

Financial

Accounting

Standards

Board

Accounting

Standards

Codification

Topic

946,

“Financial

Services

–

Investment

Companies.”

These

financial

statements

are

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(“GAAP”),

which

require

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities,

the

disclosure

of

contingent

liabilities

at

the

date

of

the

financial

statements,

and

the

reported

amounts

of

increases

and

decreases

in

net

assets

from

operations

during

the

fiscal

period.

Actual

amounts

could

differ

from

those

estimates.

The

following

summarizes

the

significant

accounting

policies

of

each

Fund:

Security

Valuation

–

Securities

are

valued

at

market

prices

using

the

last

quoted

trade

or

official

closing

price

from

the

principal

exchange

where

the

security

is

traded,

as

provided

by

independent

pricing

services

on

each

Fund

business

day.

In

the

absence

of

a

last

trade,

securities

are

valued

at

the

mean

of

the

last

bid

and

ask

price

provided

by

the

pricing

service.

Shares

of

non-exchange

traded

open-end

mutual

funds

are

valued

at

net

asset

value

(“NAV”).

Short-term

investments

that

mature

in

sixty

days

or

less

may

be

valued

at

amortized

cost.

Pursuant

to

Rule

2a-5

under

the

Investment

Company

Act,

the

Trust's

Board

of

Trustees

(the

"Board")

has

designated

the

Adviser,

as

defined

in

Note

3,

as

each

Fund's

valuation

designee

to

perform

any

fair

value

determinations

for

securities

and

other

assets

held

by

each

Fund.

The

Adviser

is

subject

to

the

oversight

of

the

Board

and

certain

reporting

and

other

requirements

intended

to

provide

the

Board

the

information

needed

to

oversee

the

Adviser's

fair

value

determinations.

The

Adviser

is

responsible

for

determining

the

fair

value

of

investments

for

which

market

quotations

are

not

readily

available

in

accordance

with

policies

and

procedures

that

have

been

approved

by

the

Board.

Under

these

procedures,

the

Adviser

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

Board

has

approved

the

Adviser’s

fair

valuation

procedures

as

a

part

of

each

Fund’s

compliance

program

and

will

review

any

changes

made

to

the

procedures.

28

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

2022

The

Adviser

provides

fair

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

Adviser

performs

regular

reviews

of

valuation

methodologies,

key

inputs

and

assumptions,

disposition

analysis

and

market

activity.

Fair

valuation

is

based

on

subjective

factors

and,

as

a

result,

the

fair

value

price

of

an

investment

may

differ

from

the

security’s

market

price

and

may

not

be

the

price

at

which

the

asset

may

be

sold.

Fair

valuation

could

result

in

a

different

NAV

than

a

NAV

determined

by

using

market

quotes.

GAAP

has

a

three-tier

fair

value

hierarchy.

The

basis

of

the

tiers

is

dependent

upon

the

various

“inputs”

used

to

determine

the

value

of

each

Fund’s

investments.

These

inputs

are

summarized

in

the

three

broad

levels

listed

below:

Level

1

-

Quoted

prices

in

active

markets

for

identical

assets

and

liabilities.

Level

2

-

Prices

determined

using

significant

other

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

prepayment

speeds,

credit

risk,

etc.).

Short-term

securities

with

maturities

of

sixty

days

or

less

are

valued

at

amortized

cost,

which

approximates

market

value,

and

are

categorized

as

Level

2

in

the

hierarchy.

Municipal

securities,

long-term

U.S.

government

obligations

and

corporate

debt

securities

are

valued

in

accordance

with

the

evaluated

price

supplied

by

a

pricing

service

and

generally

categorized

as

Level

2

in

the

hierarchy.

Other

securities

that

are

categorized

as

Level

2

in

the

hierarchy

include,

but

are

not

limited

to,

warrants

that

do

not

trade

on

an

exchange,

securities

valued

at

the

mean

between

the

last

reported

bid

and

ask

quotation

and

international

equity

securities

valued

by

an

independent

third

party

with

adjustments

for

changes

in

value

between

the

time

of

the

securities’

respective

local

market

closes

and

the

close

of

the

U.S.

market.

Level

3

-

Significant

unobservable

inputs

(including

each

Fund’s

own

assumptions

in

determining

the

fair

value

of

investments).

The

aggregate

value

by

input

level,

as

of

December

31,

2022,

for

each

Fund’s

investments

is

included

at

the

end

of

each

Fund’s

Schedule

of

Investments.

Security

Transactions,

Investment

Income

and

Realized

Gain

and

Loss

–

Investment

transactions

are

accounted

for

on

the

trade

date.

Dividend

income

is

recorded

on

the

ex-dividend

date.

Foreign

dividend

income

is

recorded

on

the

ex-dividend

date

or

as

soon

as

possible

after

determining

the

existence

of

a

dividend

declaration

after

exercising

reasonable

due

diligence.

Income

and

capital

gains

on

some

foreign

securities

may

be

subject

to

foreign

withholding

taxes,

which

are

accrued

as

applicable.

Interest

income

is

recorded

on

an

accrual

basis.

Premium

is

amortized

to

the

next

call

date

above

par

and

discount

is

accreted

to

maturity

using

the

effective

interest

method.

Identified

cost

of

investments

sold

is

used

to

determine

the

gain

and

loss

for

both

financial

statement

and

federal

income

tax

purposes.

29

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

2022

Distributions

to

Shareholders

–

Each

Fund

declares

any

dividends

from

net

investment

income

and

pays

them

annually.

Any

net

capital

gains

realized

by

the

Funds

are

distributed

at

least

annually.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Distributions

are

based

on

amounts

calculated

in

accordance

with

applicable

federal

income

tax

regulations,

which

may

differ

from

GAAP.

These

differences

are

due

primarily

to

differing

treatments

of

income

and

gain

on

various

investment

securities

held

by

each

Fund,

timing

differences

and

differing

characterizations

of

distributions

made

by

each

Fund.

Federal

Taxes

–

Each

Fund

intends

to

continue

to

qualify

each

year

as

a

regulated

investment

company

under

Subchapter

M

of

Chapter

1,

Subtitle

A,

of

the

Internal

Revenue

Code

of

1986,

as

amended

(“Code”),

and

to

distribute

all

of

its

taxable

income

to

shareholders.

In

addition,

by

distributing

in

each

calendar

year

substantially

all

of

their

net

investment

income

and

capital

gains,

if

any,

the

Funds

will

not

be

subject

to

a

federal

excise

tax.

Therefore,

no

federal

income

or

excise

tax

provision

is

required.

Each

Fund

files

a

U.S.

federal

income

and

excise

tax

return

as

required.

Each

Fund’s

federal

income

tax

returns

are

subject

to

examination

by

the

Internal

Revenue

Service

for

a

period

of

three

fiscal

years

after

they

are

filed.

As

of

December

31,

2022,

there

are

no

uncertain

tax

positions

that

would

require

financial

statement

recognition,

de-recognition

or

disclosure.

Income

and

Expense

Allocation

–

The

Trust

accounts

separately

for

the

assets,

liabilities

and

operations

of

each

of

its

investment

portfolios.

Expenses

that

are

directly

attributable

to

more

than

one

investment

portfolio

are

allocated

among

the

respective

investment

portfolios

in

an

equitable

manner.

The

DF

Dent

Midcap

Growth

Fund's

and

DF

Dent

Small

Cap

Growth

Fund's

class-specific

expenses

are

charged

to

the

operations

of

that

class

of

shares.

Income

and

expenses

(other

than

expenses

attributable

to

a

specific

class)

and

realized

and

unrealized

gains

or

losses

on

investments

are

allocated

to

each

class

of

shares

based

on

the

class’

respective

net

assets

to

the

total

net

assets

of

each

Fund.

Commitments

and

Contingencies

–

In

the

normal

course

of

business,

each

Fund

enters

into

contracts

that

provide

general

indemnifications

by

each

Fund

to

the

counterparty

to

the

contract.

Each

Fund’s

maximum

exposure

under

these

arrangements

is

dependent

on

future

claims

that

may

be

made

against

each

Fund

and,

therefore,

cannot

be

estimated;

however,

based

on

experience,

the

risk

of

loss

from

such

claims

is

considered

remote.

Each

Fund

has

determined

that

none

of

these

arrangements

requires

disclosure

on

each

Fund’s

balance

sheet.

Note

3.

Fees

and

Expenses

Investment

Adviser

–

D.F.

Dent

and

Company,

Inc.

(the

“Adviser”)

is

the

investment

adviser

to

the

Funds.

Pursuant

to

an

investment

advisory

agreement,

the

Adviser

receives

an

advisory

fee,

payable

monthly,

at

an

annual

rate

of

0.99%,

0.75%,

and

0.85%

of

the

average

daily

net

assets

of

DF

Dent

Premier

Growth

Fund,

DF

Dent

Midcap

Growth

Fund

and

DF

Dent

Small

Cap

Growth

Fund,

respectively.

Distribution

–

Foreside

Fund

Services,

LLC

(the

“Distributor”),

a

wholly

owned

subsidiary

of

Foreside

Financial

Group,

LLC

(doing

business

as

ACA

Group),

acts

as

the

agent

of

the

Trust

in

connection

with

the

continuous

offering

of

shares

of

the

Funds.

The

Funds

do

not

have

a

distribution

(12b-1)

plan;

accordingly,

the

Distributor

30

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

2022

does

not

receive

compensation

from

the

Funds

for

its

distribution

services.

The

Adviser

compensates

the

Distributor

directly

for

its

services.

The

Distributor

is

not

affiliated

with

the

Adviser

or

Atlantic

Fund

Administration,

LLC,

a

wholly

owned

subsidiary

of

Apex

US

Holdings

LLC

(d/b/a

Apex

Fund

Services)

(“Apex”)

or

their

affiliates.

Other

Service

Providers

–

Apex

provides

fund

accounting,

fund

administration,

compliance

and

transfer

agency

services

to

each

Fund.

The

fees

related

to

these

services

are

included

in

Fund

services

fees

within

the

Statements

of

Operations.

Apex

also

provides

certain

shareholder

report

production

and

EDGAR

conversion

and

filing

services.

Pursuant

to

an

Apex

Services

Agreement,

each

Fund

pays

Apex

customary

fees

for

its

services.

Apex

provides

a

Principal

Executive

Officer,

a

Principal

Financial

Officer,

a

Chief

Compliance

Officer

and

an

Anti-

Money

Laundering

Officer

to

each

Fund,

as

well

as

certain

additional

compliance

support

functions.

Trustees

and

Officers

–

Each

Independent

Trustee’s

annual

retainer

is

$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

each

Fund

is

disclosed

in

the

Statements

of

Operations.

Certain

officers

of

the

Trust

are

also

officers

or

employees

of

the

above

named

service

providers,

and

during

their

terms

of

office

received

no

compensation

from

each

Fund.

Note

4.

Expense

Reimbursement

and

Fees

Waived

The

Adviser

has

contractually

agreed

to

waive

a

portion

of

its

fee

and/or

reimburse

expenses

for

DF

Dent

Premier

Growth

Fund,

to

limit

total

annual

operating

expenses

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

and

extraordinary

expenses)

to

0.99%,

through

October

31,

2023.

Additionally,

the

Adviser

has

contractually

agreed

to

waive

a

portion

of

its

fee

and/or

reimburse

expenses

to

limit

total

annual

operating

expenses

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

and

extraordinary

expenses)

of

Investor

Shares,

Institutional

Shares,

and

Institutional

Plus

Shares

to

0.98%,

0.85%,

and

0.79%,

respectively,

through

October

31,

2023,

for

DF

Dent

Midcap

Growth

Fund.

The

Adviser

has

also

contractually

agreed

to

waive

a

portion

of

its

fee

and/or

reimburse

expenses

to

limit

total

annual

operating

expenses

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

and

extraordinary

expenses)

of

Investor

Shares

and

Institutional

Shares

to

1.05%

and

0.95%,

respectively,

through

October

31,

2023,

for

DF

Dent

Small

Cap

Growth

Fund.

Other

fund

service

providers

have

voluntarily

agreed

to

waive

and

reimburse

a

portion

of

their

fees.

These

voluntary

fee

waivers

and

reimbursements

may

be

reduced

or

eliminated

at

any

time.

For

the

period

ended

December

31,

2022

,

fees

waived

and

expenses

reimbursed

were

as

follows:

Investment

Adviser

Fees

Waived

Investment

Adviser

Fees

Expenses

Reimbursed

Other

Waivers

Total

Fees

Waived

and

Expenses

Reimbursed

DF

Dent

Premier

Growth

Fund

$

159,890

$

-

$

21,460

$

181,350

DF

Dent

Midcap

Growth

Fund

81,046

-

58,854

139,900

DF

Dent

Small

Cap

Growth

Fund

-

67,817

12,676

80,493

31

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

2022

The

Adviser

may

be

reimbursed

by

each

Fund

for

fees

waived

and

expenses

reimbursed

by

the

Adviser

pursuant

to

the

Expense

Cap

if

such

payment

is

made

within

three

years

of

the

fee

waiver

or

expense

reimbursement,

and

does

not

cause

the

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

to

exceed

the

lesser

of

(

i

)

the

then-current

expense

cap,

or

(ii)

the

expense

cap

in

place

at

the

time

the

fees/

expenses

were

waived/reimbursed.

As

of

December

31,

2022

,

$1,122,143,

$206,102

and

$353,649

are

subject

to

recoupment

by

the

Adviser

for

the

DF

Dent

Premier

Growth

Fund,

DF

Dent

Midcap

Growth

Fund,

and

DF

Dent

Small

Cap

Growth

Fund,

respectively.

Note

5.

Security

Transactions

The

cost

of

purchases

and

proceeds

from

sales

of

investment

securities

(including

maturities),

other

than

short-

term

investments

during

the

period

ended

December

31,

2022

,

were

as

follows:

Note

6.

Federal

Income

Tax

As

of

December

31,

2022

,

cost

for

federal

income

tax

purposes

is

substantially

the

same

as

for

financial

statement

purposes

and

net

unrealized

appreciation

(depreciation)

consists

of:

As

of

June

30,

2022

,

distributable

earnings/accumulated

loss

on

a

tax

basis

were

as

follows:

The

difference

between

components

of

distributable

earnings/accumulated

loss

on

a

tax

basis

and

the

amounts

reflected

in

the

Statements

of

Assets

and

Liabilities

are

primarily

due

to

wash

sales

and

equity

return

of

capital.

For

tax

purposes,

the

prior

year

late-year

ordinary

loss

was

$

925,242,

$1,830,077

and

$222,034

for

the

DF

Dent

Premier

Growth

Fund,

DF

Dent

Midcap

Growth

Fund,

and

DF

Dent

Small

Cap

Growth

Fund,

respectively,

(realized

during

the

period

January

1,

2022

through

June

30,

2022

).

The

prior

year

post-October

capital

loss

was

$6,774,664,

$18,455,809,

and

$2,756,169

for

the

DF

Dent

Premier

Growth

Fund,

DF

Dent

Midcap

Growth

Fund,

and

DF

Dent

Small

Cap

Growth

Fund,

respectively,

(realized

during

the

period

November

1,

2021

through

Purchases

Sales

DF

Dent

Premier

Growth

Fund

$

11,675,768

$

54,473,430

DF

Dent

Midcap

Growth

Fund

80,543,080

120,215,540

DF

Dent

Small

Cap

Growth

Fund

20,712,192

20,616,710

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

DF

Dent

Premier

Growth

Fund

$

116,328,634

$

(6,361,769)

$

109,966,865

DF

Dent

Midcap

Growth

Fund

89,670,827

(88,888,274)

782,553

DF

Dent

Small

Cap

Growth

Fund

8,244,574

(9,688,343)

(1,443,769)

Capital

and

Other

Losses

Unrealized

Appreciation

(Depreciation)

Total

DF

Dent

Premier

Growth

Fund

$

(7,699,906)

$

128,329,816

$

120,629,910

DF

Dent

Midcap

Growth

Fund

(20,285,886)

(35,233,775)

(55,519,661)

DF

Dent

Small

Cap

Growth

Fund

(2,978,203)

(7,128,348)

(10,106,551)

32

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

2022

June

30,

2022

).

These

losses

were

recognized

for

tax

purposes

on

the

first

business

day

of

each

Fund’s

current

fiscal

year,

July

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

each

Fund

has

had

no

such

events.

Management

has

evaluated

the

need

for

additional

disclosures

and/or

adjustments

resulting

from

subsequent

events.

Based

on

this

evaluation,

no

additional

disclosures

or

adjustments

were

required.

33

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

ADDITIONAL

INFORMATION

DECEMBER

31,

2022

Liquidity

Risk

Management

Program

The

Funds

have

adopted

and

implemented

a

written

liquidity

risk

management

program,

as

required

by

Rule

22e-

4

(the

“Liquidity

Rule”)

under

the

Investment

Company

Act

of

1940,

as

amended.

The

liquidity

risk

management

program

is

reasonably

designed

to

assess

and

manage

the

Fund’s

liquidity

risk,

taking

into

consideration,

among

other

factors,

the

Funds'

investment

strategy

and

the

liquidity

of

the

portfolio

investments

during

normal

and

reasonably

foreseeable

stressed

conditions,

its

short

and

long-term

cash

flow

projections

and

its

cash

holdings

and

access

to

other

funding

sources.

The

Board

approved

the

designation

of

a

Liquidity

Committee

as

the

administrator

of

the

liquidity

risk

management

program

(the

“Program

Administrator”).

The

Program

Administrator

is

responsible

for

the

administration

and

oversight

of

the

program

and

for

reporting

to

the

Board

on

at

least

an

annual

basis

regarding,

among

other

things,

the

program’s

operation,

adequacy,

and

effectiveness.

The

Program

Administrator

assessed

the

Fund’s

liquidity

risk

profile

based

on

information

gathered

for

the

period

July

1,

2021

through

June

30,

2022

in

order

to

prepare

a

written

report

to

the

Board

for

review

at

its

meeting

held

on

September

15,

2022.

The

Program

Administrator’s

written

report

stated

that:

(i)

the

Funds

are

able

to

meet

redemptions

in

normal

and

reasonably

foreseeable

stressed

conditions

and

without

significant

dilution

of

remaining

shareholders’

interests

in

the

Funds;

(ii)

the

Funds'

strategy

is

appropriate

for

an

open-end

mutual

fund;

(iii)

the

liquidity

classification

determinations

regarding

the

Funds'

portfolio

investments,

which

take

into

account

a

variety

of

factors

and

may

incorporate

analysis

from

one

or

more

third-party

data

vendors,

remained

appropriate;

(iv)

the

Funds

did

not

approach

the

internal

triggers

set

forth

in

the

liquidity

risk

management

program

or

the

regulatory

percentage

limitation

(15%)

on

holdings

in

illiquid

investments;

(v)

it

continues

to

be

appropriate

to

not

set

a

“highly

liquid

investment

minimum”

for

the

Funds

because

the

Funds

primarily

hold

“highly

liquid

investments”;

and

(vi)

the

liquidity

risk

management

program

remains

reasonably

designed

and

adequately

implemented

to

prevent

violations

of

the

Liquidity

Rule.

No

significant

liquidity

events

impacting

the

Funds

or

proposed

changes

to

the

Program

were

noted

in

the

report.

Proxy

Voting

Information

A

description

of

the

policies

and

procedures

that

each

Fund

uses

to

determine

how

to

vote

proxies

relating

to

securities

held

in

each

Fund’s

portfolio

is

available,

without

charge

and

upon

request,

by

calling

(866)

233-3368

and

on

the

SEC’s

website

at

www.sec.gov.

Each

Fund’s

proxy

voting

record

for

the

most

recent

twelve-month

period

ended

June

30

is

available,

without

charge

and

upon

request,

by

calling

(866)

233-3368

and

on

the

SEC’s

website

at

www.sec.gov.

Availability

of

Quarterly

Portfolio

Schedules

Each

Fund

files

its

complete

schedule

of

portfolio

holdings

with

the

SEC

for

the

first

and

third

quarters

of

each

fiscal

year

on

Form

N-PORT.

Forms

N-PORT

are

available

free

of

charge

on

the

SEC’s

website

at

www.sec.gov.

34

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

ADDITIONAL

INFORMATION

DECEMBER

31,

2022

Shareholder

Expense

Example

As

a

shareholder

of

the

Funds

,

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

Funds

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

The

example

is

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

for

the

entire

period

from

July

1,

2022

through

December

31,

2022.

Actual

Expenses

–

The

first

line

of

the

table

below

provides

information

about

actual

account

values

and

actual

expenses.

You

may

use

the

information

in

this

line,

together

with

the

amount

you

invested,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

in

the

first

line

under

the

heading

entitled

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

the

period.

Hypothetical

Example

for

Comparison

Purposes

–

The

second

line

of

the

table

below

provides

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

each

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

each

Fund’s

actual

return.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

You

may

use

this

information

to

compare

the

ongoing

costs

of

investing

in

each

Fund

and

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

the

expenses

shown

in

the

table

are

meant

to

highlight

your

ongoing

costs

only.

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.

35

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

ADDITIONAL

INFORMATION

DECEMBER

31,

2022

Beginning

Account

Value

July

1,

2022

Ending

Account

Value

December

31,

2022

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

DF

Dent

Premier

Growth

Fund

Actual

$

1,000.00

$

997.20

$

4.98

0.99%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,020.21

$

5.04

0.99%

DF

Dent

Midcap

Growth

Fund

Investor

Shares

Actual

$

1,000.00

$

998.13

$

4.33

0.86%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,020.87

$

4.38

0.86%

Institutional

Shares

Actual

$

1,000.00

$

998.15

$

4.28

0.85%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,020.92

$

4.33

0.85%

Institutional

Plus

Shares

Actual

$

1,000.00

$

998.51

$

3.98

0.79%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,021.22

$

4.02

0.79%

DF

Dent

Small

Cap

Growth

Fund

Investor

Shares

Actual

$

1,000.00

$

997.25

$

5.29

1.05%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,019.91

$

5.35

1.05%

Institutional

Shares

Actual

$

1,000.00

$

997.82

$

4.78

0.95%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,020.42

$

4.84

0.95%

*

Expenses

are

equal

to

the

Fund’s

annualized

expense

ratio

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half-year

(184)

divided

by

365

to

reflect

the

half-year

period.

DF

Dent

Premier

Growth

Fund

–

DFDPX

DF

Dent

Midcap

Growth

Fund

Investor

Shares

–

DFDMX

DF

Dent

Midcap

Growth

Fund

Institutional

Shares

–

DFMGX

DF

Dent

Midcap

Growth

Fund

Institutional

Plus

Shares

–

DFMLX

DF

Dent

Small

Cap

Growth

Fund

Investor

Shares

–

DFDSX

DF

Dent

Small

Cap

Growth

Fund

Institutional

Shares

–

DFSGX

INVESTMENT

ADVISER

D.F.

Dent

and

Company,

Inc.

400

E.

Pratt

Street,

7th

Floor

Baltimore,

MD

21202

www.dfdent.com

TRANSFER

AGENT

Apex

Fund

Services

P.O.

Box

588

Portland,

ME

04112

(866)

2DF-DENT

www.apexgroup.com

DISTRIBUTOR

Foreside

Fund

Services,

LLC

Three

Canal

Plaza,

Suite

100

Portland,

ME

04101

www.foreside.com

221-SAR-1222

This

report

is

submitted

for

the

general

information

of

the

shareholders

of

the

Funds.

It

is

not

authorized

for

distribution

to

prospective

investors

unless

preceded

or

accompanied

by

an

effective

prospectus,

which

includes

information

regarding

the

Funds'

risks,

objectives,

fees

and

expenses,

experience

of

its

management,

and

other

information.

ITEM 2. CODE OF ETHICS.

Not applicable.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable

ITEM 6. INVESTMENTS.

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

(b)Not applicable.

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

MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

ITEM 11. CONTROLS AND PROCEDURES

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

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

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

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

Not applicable.

ITEM 13. EXHIBITS.

(a)(1)  Not applicable.

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

(a)(3)  Not applicable.

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

SIGNATURES

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

Registrant              Forum Funds

By:	/s/ Jessica Chase
	Jessica Chase, Principal Executive Officer
Date:	February 14, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:	/s/ Jessica Chase
	Jessica Chase, Principal Executive Officer
Date:	February 14, 2023

By:	/s/ Karen Shaw
	Karen Shaw, Principal Financial Officer
Date:	February 14, 2023