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
Zachary Tackett, Principal Executive Officer
Three Canal Plaza, Suite 600
Portland, Maine 04101
207-347-2000
Date of fiscal year end December 31
Date of reporting period: January 1, 2024 – June 30, 2024
ITEM 1. REPORT TO SHAREHOLDERS.
(a) A copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Investment Company Act, as amended (“Act”), is attached hereto.
Lisanti Small Cap Growth Fund
Semi-Annual Shareholder Report - June 30, 2024
This semi-annual shareholder report contains important information about the Lisanti Small Cap Growth Fund for the period of January 1, 2024, to June 30, 2024. You can find additional information about the Fund at https://lisantismallcap.com/investing-in-the-fund. You can also request this information by contacting us at (800) 441-7031.
What were the Fund's costs for the last six months?
(based on a hypothetical $10,000 investment)
| Fund Name | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
|---|
| Lisanti Small Cap Growth Fund | $72 | 1.34% |
Total Return Based on a $10,000 Investment
| Date | Lisanti Small Cap Growth Fund | Russell 2000® Index | Russell 2000 Growth Index |
|---|
| 06/30/14 | $10,000 | $10,000 | $10,000 |
| 09/30/14 | $9,507 | $9,264 | $9,387 |
| 12/31/14 | $10,473 | $10,165 | $10,331 |
| 03/31/15 | $11,060 | $10,604 | $11,016 |
| 06/30/15 | $11,859 | $10,649 | $11,234 |
| 09/30/15 | $10,674 | $9,379 | $9,767 |
| 12/31/15 | $10,454 | $9,717 | $10,189 |
| 03/31/16 | $9,535 | $9,569 | $9,711 |
| 06/30/16 | $9,623 | $9,932 | $10,026 |
| 09/30/16 | $10,713 | $10,830 | $10,951 |
| 12/31/16 | $11,219 | $11,787 | $11,342 |
| 03/31/17 | $11,866 | $12,078 | $11,948 |
| 06/30/17 | $12,656 | $12,375 | $12,473 |
| 09/30/17 | $13,441 | $13,077 | $13,248 |
| 12/31/17 | $14,336 | $13,513 | $13,856 |
| 03/31/18 | $14,824 | $13,502 | $14,174 |
| 06/30/18 | $16,280 | $14,549 | $15,200 |
| 09/30/18 | $18,239 | $15,069 | $16,039 |
| 12/31/18 | $14,064 | $12,025 | $12,566 |
| 03/31/19 | $16,534 | $13,779 | $14,721 |
| 06/30/19 | $17,567 | $14,067 | $15,125 |
| 09/30/19 | $16,510 | $13,730 | $14,494 |
| 12/31/19 | $17,669 | $15,094 | $16,145 |
| 03/31/20 | $13,787 | $10,473 | $11,986 |
| 06/30/20 | $19,155 | $13,135 | $15,651 |
| 09/30/20 | $21,071 | $13,783 | $16,772 |
| 12/31/20 | $27,007 | $18,107 | $21,737 |
| 03/31/21 | $28,507 | $20,407 | $22,797 |
| 06/30/21 | $29,824 | $21,283 | $23,690 |
| 09/30/21 | $29,022 | $20,355 | $22,351 |
| 12/31/21 | $29,892 | $20,791 | $22,353 |
| 03/31/22 | $25,584 | $19,226 | $19,530 |
| 06/30/22 | $19,087 | $15,920 | $15,770 |
| 09/30/22 | $19,168 | $15,572 | $15,808 |
| 12/31/22 | $18,720 | $16,542 | $16,461 |
| 03/31/23 | $19,618 | $16,995 | $17,461 |
| 06/30/23 | $20,174 | $17,879 | $18,692 |
| 09/30/23 | $17,952 | $16,962 | $17,324 |
| 12/31/23 | $19,536 | $19,342 | $19,533 |
| 03/31/24 | $22,206 | $20,344 | $21,014 |
| 06/30/24 | $22,856 | $19,677 | $20,400 |
The above chart represents historical performance of a hypothetical $10,000 investment over the past 10 years. Effective May 1, 2024, the Fund changed its primary benchmark from the Russell 2000 Growth Index to the Russell 2000 Index due to regulatory requirements. The Fund retained the Russell 2000 Growth Index as a secondary benchmark because the Russell 2000 Growth Index more closely aligns with the Fund’s investment strategies and investment restrictions.
How did the Fund perform in the last six months?
Performance of the Fund in the first half of 2024 was driven by individual stock selection. The Fund’s investment process focuses on companies that have individual, idiosyncratic drivers of growth and are showing or on the path to show strong operating leverage. The Consumer Discretionary, Healthcare and Industrials sectors were the greatest contributors to outperformance, while Financials and Communications Services detracted modestly from performance. The focus in Consumer Discretionary was on companies that have transformed their business models to adapt to the new environment, and that offer a very strong value proposition to a more discerning and disciplined consumer, such as Modine Manufacturing, Abercrombie & Fitch and Freshpet. In Healthcare, the Fund benefited from companies with very strong growth profiles that offer innovative therapies and/or devices to solve significant medical challenges, such as Viking Therapeutics, TransMedics Group, and PROCEPT BioRobotics. In Industrials, the team focused on companies that solved critical issues, such as FTAI Aviation, which provides parts to the aerospace industry.
The Fund’s past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.
Average Annual Total Returns
| | One Year | Five Year | Ten Year |
|---|
| Lisanti Small Cap Growth Fund | 13.30% | 5.41% | 8.62% |
Russell 2000® Index | 10.06% | 6.94% | 7.00% |
| Russell 2000 Growth Index | 9.14% | 6.17% | 7.39% |
| Total Net Assets | $26,328,534 |
| # of Portfolio Holdings | 88 |
| Portfolio Turnover Rate | 101% |
| Investment Advisory Fees (Net of fees waived) | $34,675 |
Sector Weightings
(% total investments)*
| Value | Value |
|---|
| Industrials | 27.3% |
| Information Technology | 25.0% |
| Health-Care | 20.6% |
| Consumer Discretionary | 14.8% |
| Consumer Staples | 4.2% |
| Energy | 3.7% |
| Materials | 2.0% |
| Financials | 1.2% |
| Communication Services | 1.2% |
* excluding cash equivalents
Top Ten Holdings
(% of investments)*
| FTAI Aviation, Ltd. | 2.70% |
| Q2 Holdings, Inc. | 2.43% |
| Freshpet, Inc. | 2.37% |
| PROCEPT BioRobotics Corp. | 2.25% |
| Ollie's Bargain Outlet Holdings, Inc. | 2.19% |
| Federal Signal Corp. | 1.98% |
| TransMedics Group, Inc. | 1.90% |
| FormFactor, Inc. | 1.86% |
| Credo Technology Group Holding, Ltd. | 1.81% |
| SPX Technologies, Inc. | 1.81% |
* excluding cash equivalents
Asset Class Weightings
(% total investments)
| Value | Value |
|---|
| Common Stock | 98.7% |
| Money Market Fund | 1.3% |
Lisanti Small Cap Growth Fund
Semi-Annual Shareholder Report - June 30, 2024
Where can I find additional information about the fund?
The Fund is distributed by Foreside Fund Services, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (dba ACA Group). If you wish to view additional information about the Fund; including but not limited to its prospectus, holdings, financial information, and proxy information, please visit https://lisantismallcap.com/investing-in-the-fund or scan the QR code.
(b) Not applicable.
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 financial statements filed under Item 7(a).
(b) Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.
(a)
Lisanti
Small
Cap
Growth
Fund
Semi
Annual
Financials
and
Other
Information
June
30,
2024
(Unaudited)
Lisanti
Small
Cap
Growth
Fund
SCHEDULE
OF
INVESTMENTS
June
30,
2024
See
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Common
Stock
-
99.6%
Communication
Services
-
1.2%
23,150
Magnite,
Inc.
(a)
$
307,663
Consumer
Discretionary
-
14.7%
1,790
Abercrombie
&
Fitch
Co.
(a)
318,334
22,550
Arhaus,
Inc.
381,997
3,110
Boot
Barn
Holdings,
Inc.
(a)
400,972
14,790
Bowlero
Corp.
214,307
1,905
Crocs,
Inc.
(a)
278,016
615
Duolingo,
Inc.
(a)
128,332
3,380
Light
&
Wonder,
Inc.
(a)
354,495
2,885
Modine
Manufacturing
Co.
(a)
289,048
5,845
Ollie's
Bargain
Outlet
Holdings,
Inc.
(a)
573,804
5,255
On
Holding
AG,
Class A
(a)
203,894
3,545
Smith
Douglas
Homes
Corp.
(a)
82,882
12,145
Sweetgreen,
Inc.,
Class A
(a)
366,050
640
Wingstop,
Inc.
270,502
3,862,633
Consumer
Staples
-
4.2%
4,090
BellRing
Brands,
Inc.
(a)
233,703
1,185
elf
Beauty,
Inc.
(a)
249,703
4,800
Freshpet,
Inc.
(a)
621,072
1,104,478
Energy
-
3.7%
10,490
TechnipFMC
PLC
274,314
50,875
Transocean,
Ltd.
(a)
272,181
3,525
Weatherford
International
PLC
(a)
431,636
978,131
Financials
-
1.2%
8,605
Skyward
Specialty
Insurance
Group,
Inc.
(a)
311,329
Health-Care
-
20.5%
4,125
ANI
Pharmaceuticals,
Inc.
(a)
262,680
1,575
Apellis
Pharmaceuticals,
Inc.
(a)
60,417
6,030
BioLife
Solutions,
Inc.
(a)
129,223
7,895
Castle
Biosciences,
Inc.
(a)
171,874
5,085
Corcept
Therapeutics,
Inc.
(a)
165,212
6,005
Crinetics
Pharmaceuticals,
Inc.
(a)
268,964
2,430
Cytokinetics,
Inc.
(a)
131,657
8,590
Dyne
Therapeutics,
Inc.
(a)
303,141
2,905
Glaukos
Corp.
(a)
343,807
1,520
HealthEquity,
Inc.
(a)
131,024
4,675
Inari
Medical,
Inc.
(a)
225,101
5,135
Intra-Cellular
Therapies,
Inc.
(a)
351,696
4,865
Lantheus
Holdings,
Inc.
(a)
390,611
8,655
Pacira
BioSciences,
Inc.
(a)
247,620
9,650
PROCEPT
BioRobotics
Corp.
(a)
589,518
7,310
RxSight,
Inc.
(a)
439,843
Shares
Security
Description
Value
Health-Care
-
20.5%
(continued)
9,750
Tandem
Diabetes
Care,
Inc.
(a)
$
392,827
3,310
TransMedics
Group,
Inc.
(a)
498,552
335
Vaxcyte,
Inc.
(a)
25,296
3,110
Vericel
Corp.
(a)
142,687
2,520
Viking
Therapeutics,
Inc.
(a)
133,585
5,405,335
Industrials
-
27.2%
1,570
AeroVironment,
Inc.
(a)
285,991
5,770
Ameresco,
Inc.,
Class A
(a)
166,234
5,075
American
Superconductor
Corp.
(a)
118,704
2,185
Applied
Industrial
Technologies,
Inc.
423,890
2,165
Chart
Industries,
Inc.
(a)
312,496
1,990
Clean
Harbors,
Inc.
(a)
450,038
1,435
Comfort
Systems
USA,
Inc.
436,412
6,005
Construction
Partners,
Inc.,
Class A
(a)
331,536
5,525
Enerpac
Tool
Group
Corp.
210,944
6,195
Federal
Signal
Corp.
518,336
6,190
Fluor
Corp.
(a)
269,575
6,850
FTAI
Aviation,
Ltd.
707,126
2,210
Kirby
Corp.
(a)
264,603
1,950
MasTec,
Inc.
(a)
208,631
5,575
Montrose
Environmental
Group,
Inc.
(a)
248,422
3,935
NEXTracker,
Inc.,
Class A
(a)
184,473
3,040
Parsons
Corp.
(a)
248,702
3,340
SPX
Technologies,
Inc.
(a)
474,748
2,115
Sterling
Infrastructure,
Inc.
(a)
250,289
8,785
The
AZEK
Co.,
Inc.
(a)
370,112
7,200
UL
Solutions,
Inc.,
Class A
303,768
4,300
VSE
Corp.
379,604
7,164,634
Information
Technology
-
24.9%
10,325
Alkami
Technology,
Inc.
(a)
294,056
1,410
Astera
Labs,
Inc.
(a)
85,319
3,100
Camtek,
Ltd./Israel
388,244
4,845
Coherent
Corp.
(a)
351,069
3,855
CommVault
Systems,
Inc.
(a)
468,652
14,900
Credo
Technology
Group
Holding,
Ltd.
(a)
475,906
1,200
CyberArk
Software,
Ltd.
(a)
328,104
9,800
Extreme
Networks,
Inc.
(a)
131,810
1,160
Fabrinet
(a)
283,956
8,055
FormFactor,
Inc.
(a)
487,569
985
Guidewire
Software,
Inc.
(a)
135,822
2,060
Impinj,
Inc.
(a)
322,946
3,670
Itron,
Inc.
(a)
363,183
Lisanti
Small
Cap
Growth
Fund
SCHEDULE
OF
INVESTMENTS
June
30,
2024
See
Notes
to
Financial
Statements.
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
June
30,
2024.
The
inputs
or
methodology
used
for
valuing
securities
are
not
necessarily
an
indication
of
the
risks
associated
with
investing
in
those
securities.
For
more
information
on
valuation
inputs,
and
their
aggregation
into
the
levels
used
in
the
table
below,
please
refer
to
the
Security
Valuation
section
in
Note
2
of
the
accompanying
Notes
to
Financial
Statements.
The
Level
1
value
displayed
in
this
table
is
Common
Stock
and
a
Money
Market
Fund.
Refer
to
this
Schedule
of
Investments
for
a
further
breakout
of
each
security
by
industry.
Shares
Security
Description
Value
Information
Technology
-
24.9%
(continued)
3,330
MACOM
Technology
Solutions
Holdings,
Inc.
(a)
$
371,195
2,570
Napco
Security
Technologies,
Inc.
133,512
1,940
Onto
Innovation,
Inc.
(a)
425,947
10,545
Q2
Holdings,
Inc.
(a)
636,180
3,625
Semtech
Corp.
(a)
108,315
2,040
SiTime
Corp.
(a)
253,735
2,860
Varonis
Systems,
Inc.
(a)
137,194
7,965
Veeco
Instruments,
Inc.
(a)
372,045
6,554,759
Materials
-
2.0%
2,390
Carpenter
Technology
Corp.
261,896
3,805
Knife
River
Corp.
(a)
266,883
528,779
Total
Common
Stock
(Cost
$21,171,191)
26,217,741
Shares
Security
Description
Value
Money
Market
Fund
-
1.3%
347,850
First
American
Treasury
Obligations
Fund,
Class X,
5.21%
(b)
(Cost
$347,850)
347,850
Investments,
at
value
-
100.9%
(Cost
$21,519,041)
$
26,565,591
Other
Assets
&
Liabilities,
Net
-
(0.9)%
(237,057)
Net
Assets
-
100.0%
$
26,328,534
(a)
Non-income
producing
security.
(b)
Dividend
yield
changes
daily
to
reflect
current
market
conditions.
Rate
was
the
quoted
yield
as
of
June
30,
2024.
Valuation
Inputs
Investments
in
Securities
Level
1
-
Quoted
Prices
$
26,565,591
Level
2
-
Other
Significant
Observable
Inputs
–
Level
3
-
Significant
Unobservable
Inputs
–
Total
$
26,565,591
PORTFOLIO
HOLDINGS
%
of
Total
Investments
Communication
Services
1.2%
Consumer
Discretionary
14.5%
Consumer
Staples
4.1%
Energy
3.7%
Financials
1.2%
Health-Care
20.3%
Industrials
27.0%
Information
Technology
24.7%
Materials
2.0%
Money
Market
Fund
1.3%
100.0%
Lisanti
Small
Cap
Growth
Fund
STATEMENT
OF
ASSETS
AND
LIABILITIES
June
30,
2024
See
Notes
to
Financial
Statements.
ASSETS
Investments,
at
value
(Cost
$21,519,041)
$
26,565,591
Receivables:
Fund
shares
sold
2,497
Dividends
2,044
Prepaid
expenses
17,096
Total
Assets
26,587,228
LIABILITIES
Payables:
Investment
securities
purchased
161,632
Fund
shares
redeemed
55,083
Accrued
Liabilities:
Investment
adviser
fees
6,015
Fund
services
fees
14,111
Other
expenses
21,853
Total
Liabilities
258,694
NET
ASSETS
$
26,328,534
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
47,907,072
Accumulated
loss
(21,578,538)
NET
ASSETS
$
26,328,534
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
1,361,428
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE*
$
19.34
Lisanti
Small
Cap
Growth
Fund
STATEMENT
OF
OPERATIONS
SIX
MONTHS
ENDED
JUNE
30,
2024
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$1,066)
$
47,967
Total
Investment
Income
47,967
EXPENSES
Investment
adviser
fees
133,639
Fund
services
fees
96,063
Shareholder
service
fees
28,135
Custodian
fees
3,558
Registration
fees
10,569
Professional
fees
22,308
Trustees'
fees
and
expenses
3,499
Other
expenses
31,974
Total
Expenses
329,745
Fees
waived
(140,290)
Net
Expenses
189,455
NET
INVESTMENT
LOSS
(141,488)
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
on
investments
3,897,391
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
791,552
NET
REALIZED
AND
UNREALIZED
GAIN
4,688,943
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
4,547,455
Lisanti
Small
Cap
Growth
Fund
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
See
Notes
to
Financial
Statements.
For
the
Six
Months
Ended
June
30,
2024
For
the
Year
Ended
December
31,
2023
OPERATIONS
Net
investment
loss
$
(141,488)
$
(564,747)
Net
realized
gain
3,897,391
978,903
Net
change
in
unrealized
appreciation
(depreciation)
791,552
986,988
Increase
in
Net
Assets
Resulting
from
Operations
4,547,455
1,401,144
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares
2,376,198
12,474,244
Redemption
of
shares
(11,427,132)
(43,517,859)
Decrease
in
Net
Assets
from
Capital
Share
Transactions
(9,050,934)
(31,043,615)
Decrease
in
Net
Assets
(4,503,479)
(29,642,471)
NET
ASSETS
Beginning
of
Period
30,832,013
60,474,484
End
of
Period
$
26,328,534
$
30,832,013
SHARE
TRANSACTIONS
Sale
of
shares
140,417
774,563
Redemption
of
shares
(643,685)
(2,728,467)
Decrease
in
Shares
(503,268)
(1,953,904)
Lisanti
Small
Cap
Growth
Fund
FINANCIAL
HIGHLIGHTS
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
period
.
For
the
Six
Months
Ended
June
30,
2024
For
the
Years
Ended
December
31,
2023
2022
2021
2020
2019
NET
ASSET
VALUE,
Beginning
of
Period
$
16.53
$
15.84
$
25.95
$
30.96
$
21.76
$
17.71
INVESTMENT
OPERATIONS
Net
investment
loss
(a)
(0.09)
(0.17)
(0.17)
(0.38)
(0.28)
(0.25)
Net
realized
and
unrealized
gain
(loss)
2.90
0.86
(9.51)
3.32
11.66
4.78
Total
from
Investment
Operations
2.81
0.69
(9.68)
2.94
11.38
4.53
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
–
–
(0.43)
(7.95)
(2.18)
(0.48)
Total
Distributions
to
Shareholders
–
–
(0.43)
(7.95)
(2.18)
(0.48)
REDEMPTION
FEES(a)
–
–
0.00(b)
0.00(b)
0.00(b)
0.00(b)
NET
ASSET
VALUE,
End
of
Period
$
19.34
$
16.53
$
15.84
$
25.95
$
30.96
$
21.76
TOTAL
RETURN
17.00%(c)
4.36%
(37.37)%
10.69%
52.85%
25.62%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
26,329
$
30,832
$
60,474
$
105,111
$
82,925
$
50,637
Ratios
to
Average
Net
Assets:
Net
investment
loss
(1.00)%(d)
(1.05)%
(0.91)%
(1.14)%
(1.17)%
(1.20)%
Net
expenses
1.34%(d)
1.35%
1.34%
1.35%
1.35%
1.35%
Gross
expenses
(e)
2.34%(d)
1.88%
1.67%
1.61%
1.78%
1.98%
PORTFOLIO
TURNOVER
RATE
101%(c)
475%
347%
264%
314%
252%
footertext
(a)
Calculated
based
on
average
shares
outstanding
during
each
period.
(b)
Less
than
$0.01
per
share.
(c)
Not
annualized.
(d)
Annualized.
(e)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
Lisanti
Small
Cap
Growth
Fund
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2024
Note
1.
Organization
The
Lisanti
Small
Cap
Growth
Fund
(the
“Fund”)
is
a
diversified
portfolio
of
Forum
Funds
(the
“Trust”).
The
Trust
is
a
Delaware
statutory
trust
that
is
registered
as
an
open-end,
management
investment
company
under
the
Investment
Company
Act
of
1940,
as
amended
(the
“Act”).
Under
its
Trust
Instrument,
the
Trust
is
authorized
to
issue
an
unlimited
number
of
the
Fund’s
shares
of
beneficial
interest
without
par
value.
The
Fund
commenced
operations
on
February
27,
2004.
The
Fund
seeks
maximum
capital
appreciation.
Note
2.
Summary
of
Significant
Accounting
Policies
The
Fund
is
an
investment
company
and
follows
accounting
and
reporting
guidance
under
Financial
Accounting
Standards
Board
Accounting
Standards
Codification
Topic
946,
“Financial
Services
–
Investment
Companies.”
These
financial
statements
are
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(“GAAP”),
which
require
management
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities,
the
disclosure
of
contingent
liabilities
at
the
date
of
the
financial
statements,
and
the
reported
amounts
of
increases
and
decreases
in
net
assets
from
operations
during
the
fiscal
period.
Actual
amounts
could
differ
from
those
estimates.
The
following
summarizes
the
significant
accounting
policies
of
the
Fund:
Security
Valuation
–
Securities
are
valued
at
market
prices
using
the
last
quoted
trade
or
official
closing
price
from
the
principal
exchange
where
the
security
is
traded,
as
provided
by
independent
pricing
services
on
each
Fund
business
day.
In
the
absence
of
a
last
trade,
securities
are
valued
at
the
mean
of
the
last
bid
and
ask
price
provided
by
the
pricing
service.
Shares
of
non-exchange
traded
open-end
mutual
funds
are
valued
at
net
asset
value
(“NAV”).
Short-term
investments
that
mature
in
sixty
days
or
less
may
be
valued
at
amortized
cost.
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
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.
Lisanti
Small
Cap
Growth
Fund
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2024
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:
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
that
the
securities’
respective
local
market
closes
and
the
close
of
the
U.S.
market.
Level
3
-
Significant
unobservable
inputs
(including
the
Fund’s
own
assumptions
in
determining
the
fair
value
of
investments).
The
aggregate
value
by
input
level,
as
of
June
30,
2024,
for
the
Fund’s
investments
is
included
in
the
Fund’s
Schedule
of
Investments.
Security
Transactions,
Investment
Income
and
Realized
Gain
and
Loss
–
Investment
transactions
are
accounted
for
on
the
trade
date.
Dividend
income
is
recorded
on
the
ex-dividend
date.
Foreign
dividend
income
is
recorded
on
the
ex-dividend
date
or
as
soon
as
possible
after
determining
the
existence
of
a
dividend
declaration
after
exercising
reasonable
due
diligence.
Income
and
capital
gains
on
some
foreign
securities
may
be
subject
to
foreign
withholding
taxes,
which
are
accrued
as
applicable.
Interest
income
is
recorded
on
an
accrual
basis.
Premium
is
amortized
to
the
next
call
date
above
par,
and
discount
is
accreted
to
maturity
using
the
effective
interest
method.
Identified
cost
of
investments
sold
is
used
to
determine
the
gain
and
loss
for
both
financial
statement
and
federal
income
tax
purposes.
Distributions
to
Shareholders
–
Distributions
to
shareholders
of
net
investment
income,
if
any,
are
declared
and
paid
quarterly.
Distributions
to
shareholders
of
net
capital
gains
and
foreign
currency
gains,
if
any,
are
Lisanti
Small
Cap
Growth
Fund
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2024
declared
and
paid
at
least
annually.
Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
Distributions
are
based
on
amounts
calculated
in
accordance
with
applicable
federal
income
tax
regulations,
which
may
differ
from
GAAP.
These
differences
are
due
primarily
to
differing
treatments
of
income
and
gain
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
recognizes
interest
and
penalties,
if
any,
related
to
unrecognized
tax
benefits
as
income
tax
expense
in
the
Statement
of
Operations.
During
the
period,
the
Fund
did
not
incur
any
interest
or
penalties.
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
years
after
they
are
filed.
As
of
June
30,
2024,
there
are
no
uncertain
tax
positions
that
would
require
financial
statement
recognition,
de-recognition
or
disclosure.
Income
and
Expense
Allocation
–
The
Trust
accounts
separately
for
the
assets,
liabilities
and
operations
of
each
of
its
investment
portfolios.
Expenses
that
are
directly
attributable
to
more
than
one
investment
portfolio
are
allocated
among
the
respective
investment
portfolios
in
an
equitable
manner.
Commitments
and
Contingencies
–
In
the
normal
course
of
business,
the
Fund
enters
into
contracts
that
provide
general
indemnifications
by
the
Fund
to
the
counterpary
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
statement
of
assets
and
liabilities.
Note
3.
Fees
and
Expenses
Investment
Adviser
–
Lisanti
Capital
Growth,
LLC
(the
“Adviser”)
is
the
investment
adviser
to
the
Fund.
Pursuant
to
an
investment
advisory
agreement,
the
Adviser
receives
an
advisory
fee,
payable
monthly,
from
the
Fund
at
an
annual
rate
of
0.95%
of
the
Fund’s
average
daily
net
assets.
Shareholder
Service
Plan
–
The
Trust
has
adopted
a
shareholder
service
plan
for
the
Fund
under
which
the
Fund
may
reimburse
the
Fund’s
administrator
for
amounts
paid
by
the
administrator
for
providing
shareholder
service
activities
that
are
not
otherwise
provided
by
the
transfer
agent.
The
Fund’s
administrator
may
make
such
payments
to
various
financial
institutions,
including
the
Adviser,
that
provide
shareholder
servicing
to
their
customers
invested
in
the
Fund
in
amounts
of
up
to
0.25%
annually
of
the
average
daily
net
assets
of
the
Fund.
Lisanti
Small
Cap
Growth
Fund
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2024
Distribution
–
Foreside
Fund
Services,
LLC,
a
wholly
owned
subsidiary
of
Foreside
Financial
Group,
LLC
(d/b/a
ACA
Group)
(the
“Distributor”),
acts
as
the
agent
of
the
Trust
in
connection
with
the
continuous
offering
of
shares
of
the
Fund.
The
Fund
does
not
have
a
distribution
(12b-1)
plan;
accordingly,
the
Distributor
does
not
receive
compensation
from
the
Fund
for
its
distribution
services.
The
Adviser
compensates
the
Distributor
directly
for
its
services.
The
Distributor
is
not
affiliated
with
the
Adviser
or
Atlantic
Fund
Administration,
LLC,
a
wholly
owned
subsidiary
of
Apex
US
Holdings
LLC
(d/b/a
Apex
Fund
Services)
(“Apex”)
or
their
affiliates.
Other
Service
Providers
–
Apex
provides
fund
accounting,
fund
administration,
compliance
and
transfer
agency
services
to
the
Fund.
The
fees
related
to
these
services
are
included
in
Fund
services
fees
within
the
Statement
of
Operations.
Apex
also
provides
certain
shareholder
report
production
and
EDGAR
conversion
and
filing
services.
Pursuant
to
an
Apex
Services
Agreement,
the
Fund
pays
Apex
customary
fees
for
its
services.
Apex
provides
a
Principal
Executive
Officer,
a
Principal
Financial
Officer,
a
Chief
Compliance
Officer
and
an
Anti-Money
Laundering
Officer
to
the
Fund,
as
well
as
certain
additional
compliance
support
functions.
Trustees
and
Officers
–
Each
Independent
Trustee’s
annual
retainer
is
$45,000
($55,000
for
the
Chairman).
The
Audit
Committee
Chairman
receives
an
additional
$2,000
annually.
The
Trustees
and
the
Chairman
may
receive
additional
fees
for
special
Board
meetings.
Each
Trustee
is
also
reimbursed
for
all
reasonable
out-
of-pocket
expenses
incurred
in
connection
with
his
or
her
duties
as
a
Trustee,
including
travel
and
related
expenses
incurred
in
attending
Board
meetings.
The
amount
of
Trustees’
fees
attributable
to
the
Fund
is
disclosed
in
the
Statement
of
Operations.
Certain
officers
of
the
Trust
are
also
officers
or
employees
of
the
above
named
service
providers,
and
during
their
terms
of
office
received
no
compensation
from
the
Fund.
Note
4.
Fees
Waived
The
Adviser
has
contractually
agreed
to
waive
its
fee
and/or
reimburse
expenses
to
limit
total
annual
fund
operating
expenses
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
proxy
expenses,
and
extraordinary
expenses)
to
1.35%
through
April
30,
2025.
(“Expense
Cap”)
The
Expense
Cap
may
only
be
raised
or
eliminated
with
the
consent
of
the
Board.
Other
Fund
service
providers
have
agreed
to
waive
a
portion
of
their
fees
and
such
waivers
may
be
changed
or
elimated
with
the
approval
of
the
Board.
For
the
period
ended
June
30,
2024
,
fees
waived
were
as
follows:
The
Adviser
may
be
reimbursed
by
the
Fund
for
fees
waived
and
expenses
reimbursed
by
the
Adviser
if
such
payment
is
made
within
three
years
of
the
fee
waiver
or
expense
reimbursement,
and
does
not
cause
the
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
to
exceed
the
lesser
of
(i)
the
then-current
expense
cap,
or
(ii)
the
expense
cap
in
place
at
the
time
the
fees/expenses
were
waived/reimbursed.
As
of
June
30,
2024,
$657,140
is
subject
to
recapture
by
the
Adviser.
Other
waivers
are
not
eligible
for
recoupment.
Investment
Adviser
Fees
Waived
Other
Waivers
Total
Fees
Waived
and
Expenses
Reimbursed
$
98,964
$
41,326
$
140,290
Lisanti
Small
Cap
Growth
Fund
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2024
Note
5.
Security
Transactions
The
cost
of
purchases
and
proceeds
from
sales
of
investment
securities
(including
maturities),
other
than
short-term
investments
during
the
period
ended
June
30,
2024,
totaled
$28,163,704
and
$37,494,545,
respectively.
Note
6.
Federal
Income
Tax
As
of
June
30,
2024
,
the
cost
of
investments
for
federal
income
tax
purposes
is
substantially
the
same
as
for
financial
statement
purposes
and
the
components
of
net
unrealized
appreciation
consists
of:
As
of
December
31,
2023,
distributable
earnings
on
a
tax
basis
were
as
follows:
The
difference
between
components
of
distributable
earnings
on
a
tax
basis
and
the
amounts
reflected
in
the
Statement
of
Assets
and
Liabilities
are
primarily
due
to
wash
sales
and
PFICs.
For
the
year
ended
December
31,
2023,
the
Fund
had
$29,717,615
in
short
term
capital
loss
carry
forwards
that
have
no
expiration
date.
Note
7.
Subsequent
Events
Subsequent
events
occurring
after
the
date
of
this
report
through
the
date
these
financial
statements
were
issued
have
been
evaluated
for
potential
impact,
and
the
Fund
has
had
no
such
events.
Gross
Unrealized
Appreciation
$
5,362,737
Gross
Unrealized
Depreciation
(316,187)
Net
Unrealized
Appreciation
$
5,046,550
Capital
and
Other
Losses
$
(29,717,615)
Net
Unrealized
Appreciation
3,591,622
Total
$
(26,125,993)
Lisanti
Small
Cap
Growth
Fund
ADDITIONAL
INFORMATION
June
30,
2024
Changes
in
and
Disagreements
with
Accountants
(Item
8
of
Form
N-CSR)
N/A
Proxy
Disclosure
(Item
9
of
Form
N-CSR)
N/A
Remuneration
Paid
to
Directors,
Officers,
and
Others
(Item
10
of
Form
N-CSR)
Please
see
financial
statements
in
Item
7.
Statement
Regarding
the
Basis
for
the
Board’s
Approval
of
Investment
Advisory
Contract
(Item
11
of
Form
N-CSR)
N/A
Lisanti
Small
Cap
Growth
Fund
P.O.
Box
588
Portland,
ME
04112
(800)
441-7031
www.lisantismallcap.com
Investment
Adviser
Lisanti
Capital
Growth,
LLC
777
Third
Avenue,
14th
Floor
New
York,
NY
10017
Distributor
Foreside
Fund
Services,
LLC
Three
Canal
Plaza
Suite
100
Portland,
ME
04101
www.foreside.com
This
report
is
submitted
for
the
general
information
of
the
shareholders
of
the
Fund.
It
is
not
authorized
for
distribution
to
prospective
investors
unless
preceded
or
accompanied
by
an
effective
prospectus,
which
includes
information
regarding
the
Fund’s
risks,
objectives,
fees
and
expenses,
experience
of
its
management
and
other
information.
228
-
SAR
-
0624
.
(b) Included as part of financial statements filed under Item 7(a).
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 10. REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES.
Included as part of financial statements filed under Item 7(a).
ITEM 11. STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT.
Not Applicable.
ITEM 12. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 13. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 14. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 15. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant does not accept nominees to the Board of Trustees from shareholders.
ITEM 16. CONTROLS AND PROCEDURES
(a) The Registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act are effective, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as of a date within 90 days of the filing date of this report.
(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the Reporting Period that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
ITEM 17. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 18. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION.
Not applicable.
ITEM 19. EXHIBITS.
(a)(1) Not applicable
(a)(2) Not applicable.
(a)(4) Not applicable.
(a)(5) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant Forum Funds
| By: | /s/ Zachary Tackett | |
| | Zachary Tackett, Principal Executive Officer | |
| | | |
| Date: | August 21, 2024 | |
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/ Zachary Tackett | |
| | Zachary Tackett, Principal Executive Officer | |
| | | |
| Date: | August 21, 2024 | |
| By: | /s/ Karen Shaw | |
| | Karen Shaw, Principal Financial Officer | |
| | | |
| Date: | August 21, 2024 | |
