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 – December 31, 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
Annual Shareholder Report - December 31, 2024
This annual shareholder report contains important information about the Lisanti Small Cap Growth Fund for the period of January 1, 2024, to December 31, 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 year?
(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 | $154 | 1.35% |
|---|
Total Return Based on a $10,000 Investment
| Date | Lisanti Small Cap Growth Fund | Russell 2000® Index | Russell 2000 Growth Index |
|---|
| 12/31/14 | $10,000 | $10,000 | $10,000 |
|---|
| 03/31/15 | $10,561 | $10,432 | $10,663 |
|---|
| 06/30/15 | $11,324 | $10,475 | $10,874 |
|---|
| 09/30/15 | $10,192 | $9,227 | $9,453 |
|---|
| 12/31/15 | $9,982 | $9,559 | $9,862 |
|---|
| 03/31/16 | $9,105 | $9,413 | $9,400 |
|---|
| 06/30/16 | $9,189 | $9,770 | $9,705 |
|---|
| 09/30/16 | $10,229 | $10,654 | $10,600 |
|---|
| 12/31/16 | $10,713 | $11,595 | $10,978 |
|---|
| 03/31/17 | $11,331 | $11,881 | $11,565 |
|---|
| 06/30/17 | $12,085 | $12,174 | $12,073 |
|---|
| 09/30/17 | $12,834 | $12,864 | $12,823 |
|---|
| 12/31/17 | $13,689 | $13,294 | $13,411 |
|---|
| 03/31/18 | $14,155 | $13,283 | $13,720 |
|---|
| 06/30/18 | $15,545 | $14,312 | $14,712 |
|---|
| 09/30/18 | $17,416 | $14,824 | $15,525 |
|---|
| 12/31/18 | $13,430 | $11,830 | $12,163 |
|---|
| 03/31/19 | $15,788 | $13,555 | $14,248 |
|---|
| 06/30/19 | $16,774 | $13,839 | $14,640 |
|---|
| 09/30/19 | $15,765 | $13,507 | $14,029 |
|---|
| 12/31/19 | $16,871 | $14,849 | $15,628 |
|---|
| 03/31/20 | $13,165 | $10,303 | $11,601 |
|---|
| 06/30/20 | $18,290 | $12,922 | $15,149 |
|---|
| 09/30/20 | $20,120 | $13,559 | $16,234 |
|---|
| 12/31/20 | $25,788 | $17,813 | $21,040 |
|---|
| 03/31/21 | $27,221 | $20,075 | $22,066 |
|---|
| 06/30/21 | $28,478 | $20,937 | $22,930 |
|---|
| 09/30/21 | $27,712 | $20,024 | $21,634 |
|---|
| 12/31/21 | $28,543 | $20,453 | $21,636 |
|---|
| 03/31/22 | $24,430 | $18,914 | $18,904 |
|---|
| 06/30/22 | $18,226 | $15,661 | $15,264 |
|---|
| 09/30/22 | $18,303 | $15,319 | $15,301 |
|---|
| 12/31/22 | $17,875 | $16,273 | $15,933 |
|---|
| 03/31/23 | $18,733 | $16,718 | $16,901 |
|---|
| 06/30/23 | $19,263 | $17,589 | $18,093 |
|---|
| 09/30/23 | $17,142 | $16,687 | $16,769 |
|---|
| 12/31/23 | $18,654 | $19,028 | $18,906 |
|---|
| 03/31/24 | $21,204 | $20,013 | $20,340 |
|---|
| 06/30/24 | $21,825 | $19,357 | $19,746 |
|---|
| 09/30/24 | $23,032 | $21,152 | $21,407 |
|---|
| 12/31/24 | $23,822 | $21,223 | $21,772 |
|---|
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 year?
Performance of the Fund in 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. This focus was the main driver of performance. At the sector level, the Information Technology, Consumer Discretionary and Industrials sectors contributed to the Fund’s performance; the Fund was overweight all three sectors, which also was a positive contributor to performance. The Financials and Communications Services sectors detracted from performance. The Financials sector underperformed because the Fund was underweight banks, and Communications Services sector underperformed due to stock selection. Our top three contributors were Super Micro Computer, Inc; Q2 Holdings, Inc., and FTAI Aviation LTD; our bottom three detractors were Harmonic Inc., Magnite, Inc., and Apellis Pharmaceuticals, Inc.
During the year ended December 31, 2024, the Fund’s use of current investment strategies did not cause the Fund’s performance to deviate materially from the manager’s expectations.
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 | 27.71% | 7.14% | 9.07% |
|---|
Russell 2000® Index | 11.54% | 7.40% | 7.82% |
|---|
| Russell 2000 Growth Index | 15.15% | 6.86% | 8.09% |
|---|
| Total Net Assets | $27,641,429 |
|---|
| # of Portfolio Holdings | 89 |
|---|
| Portfolio Turnover Rate | 223% |
|---|
| Investment Advisory Fees (Net of fees waived) | $60,281 |
|---|
Sector Weightings
(% total investments)*
| Value | Value |
|---|
| Industrials | 28.0% |
| Information Technology | 25.7% |
| Health-Care | 17.7% |
| Consumer Discretionary | 16.9% |
| Financials | 5.9% |
| Consumer Staples | 3.2% |
| Communication Services | 1.5% |
| Materials | 1.1% |
* excluding cash equivalents
Top Ten Holdings
(% total investments)*
| Q2 Holdings, Inc. | 2.54% |
| Astera Labs, Inc. | 2.51% |
| Construction Partners, Inc., Class A | 2.47% |
| Xometry, Inc., Class A | 2.24% |
| RH | 2.01% |
| Freshpet, Inc. | 1.87% |
| Comfort Systems USA, Inc. | 1.86% |
| Warby Parker, Inc. | 1.83% |
| Boot Barn Holdings, Inc. | 1.79% |
| Kornit Digital, Ltd. | 1.72% |
* excluding cash equivalents
Asset Class Weightings
(% total investments)
| Value | Value |
|---|
| Common Stock | 98.2% |
| Money Market Fund | 1.8% |
Lisanti Small Cap Growth Fund
Annual Shareholder Report - December 31, 2024
Where can I find additional information about the fund?
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.
(a) As of the end of the period covered by this report, Forum Funds (the “Registrant”) has adopted a code of ethics, which applies to its Principal Executive Officer and Principal Financial Officer (the “Code of Ethics”).
(c) There have been no amendments to the Registrant’s Code of Ethics during the period covered by this report.
(d) There have been no waivers to the Registrant’s Code of Ethics during the period covered by this report.
(e) Not applicable.
(f)(1) A copy of the Code of Ethics is being filed under Item 19(a)(1) hereto.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a)(1) The Board of Trustees has determined that the Registrant has an audit committee financial expert, as defined in Item 3 of Form N-CSR, serving on its audit committee.
(a)(2) The audit committee financial expert, Mr. Mark Moyer, is a non-“interested” Trustee (as defined in Item 3(a)(2) of Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Audit Fees - The aggregate fees billed for each of the last two fiscal years (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant for the audit of the Registrant’s annual financial statements, or services that are normally provided by the principal accountant in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $14,200 in 2023 and $15,200 in 2024.
(b) Audit-Related Fees – The aggregate fees billed in the Reporting Periods for assurance and related services rendered by the principal accountant that were reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this Item 4 were $0 in 2023 and $0 in 2024.
(c) Tax Fees - The aggregate fees billed in the Reporting Periods for professional services rendered by the principal accountant to the Registrant for tax compliance, tax advice and tax planning were $3,200 in 2023 and $3,300 in 2024. These services consisted of review or preparation of U.S. federal, state, local and excise tax returns.
(d) All Other Fees - The aggregate fees billed in the Reporting Periods for products and services provided by the principal accountant to the Registrant, other than the services reported in paragraphs (a) through (c) of this Item, were $0 in 2023 and $0 in 2024.
(e)(1) The Audit Committee reviews and approves in advance all audit and “permissible non-audit services” (as that term is defined by the rules and regulations of the U.S. Securities and Exchange Commission) to be rendered to a series of the Registrant (each, a “Series”). In addition, the Audit Committee reviews and approves in advance all “permissible non-audit services” to be provided to an investment adviser (not including any sub-adviser) of a Series, or an affiliate of such investment adviser, that is controlling, controlled by or under common control with the investment adviser and provides on-going services to the Registrant (“Affiliate”), by the Series’ principal accountant if the engagement relates directly to the operations and financial reporting of the Series. The Audit Committee considers whether fees paid by a Series’ investment adviser or an Affiliate to the Series’ principal accountant for audit and permissible non-audit services are consistent with the principal accountant’s independence.
(e)(2) No services included in (b) - (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not applicable
(g) The aggregate non-audit fees billed by the principal accountant for services rendered to the Registrant for the Reporting Periods were $0 in 2023 and $0 in 2024. There were no fees billed in either of the Reporting Periods for non-audit services rendered by the principal accountant to the Registrant’s investment adviser or any Affiliate.
(h) During the Reporting Period, the Registrant's principal accountant provided no non-audit services to the investment advisers or any entity controlling, controlled by or under common control with the investment advisers to the series of the Registrant to which this report relates.
(i) Not applicable. The Registrant has not retained, for the preparation of the audit report on the financial statements included in the Form N-CSR, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board (the “PCAOB”) has determined that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction.
(j) Not applicable. The Registrant is not a “foreign issuer,” as defined in 17 CFR 240.3b-4.
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
Annual
Financials
and
Other
Information
December
31,
2024
Schedule
of
Investments
1
Statement
of
Assets
and
Liabilities
3
Statement
of
Operations
4
Statements
of
Change
in
Net
Assets
5
Financial
Highlights
6
Notes
to
Financial
Statements
7
Report
of
Independent
Registered
Public
Accounting
Firm
13
Other
Information
(Unaudited)
15
Lisanti
Small
Cap
Growth
Fund
SCHEDULE
OF
INVESTMENTS
December
31,
2024
See
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Common
Stock
-
98.4%
Communication
Services
-
1.5%
14,330
Magnite,
Inc.
(a)
$
228,133
7,480
QuinStreet,
Inc.
(a)
172,564
400,697
Consumer
Discretionary
-
16.7%
1,540
Abercrombie
&
Fitch
Co.
(a)
230,184
3,200
Boot
Barn
Holdings,
Inc.
(a)
485,824
630
Duolingo,
Inc.
(a)
204,265
2,795
Modine
Manufacturing
Co.
(a)
324,024
14,650
Newell
Brands,
Inc.
145,914
3,490
Ollie's
Bargain
Outlet
Holdings,
Inc.
(a)
382,958
4,365
Planet
Fitness,
Inc.,
Class A
(a)
431,567
7,270
Revolve
Group,
Inc.
(a)
243,472
1,390
RH
(a)
547,090
2,190
Shake
Shack,
Inc.,
Class A
(a)
284,262
4,850
Sweetgreen,
Inc.,
Class A
(a)
155,491
2,185
Texas
Roadhouse,
Inc.
394,240
20,615
Warby
Parker,
Inc.
(a)
499,089
12,620
Wolverine
World
Wide,
Inc.
280,164
4,608,544
Consumer
Staples
-
3.1%
2,830
elf
Beauty,
Inc.
(a)
355,307
3,440
Freshpet,
Inc.
(a)
509,498
864,805
Financials
-
5.8%
1,025
Evercore,
Inc.,
Class A
284,120
5,615
NBT
Bancorp,
Inc.
268,172
820
Piper
Sandler
Cos.
245,959
18,225
Remitly
Global,
Inc.
(a)
411,338
2,855
Skyward
Specialty
Insurance
Group,
Inc.
(a)
144,292
2,660
The
Bancorp,
Inc.
(a)
139,996
1,330
Western
Alliance
Bancorp.
111,108
1,604,985
Health-Care
-
17.4%
9,600
ADMA
Biologics,
Inc.
(a)
164,640
2,285
ANI
Pharmaceuticals,
Inc.
(a)
126,315
25,895
BrightSpring
Health
Services,
Inc.
(a)
440,992
3,960
Castle
Biosciences,
Inc.
(a)
105,534
6,610
Corcept
Therapeutics,
Inc.
(a)
333,078
5,360
Crinetics
Pharmaceuticals,
Inc.
(a)
274,057
4,905
Dyne
Therapeutics,
Inc.
(a)
115,562
5,790
GeneDx
Holdings
Corp.
(a)
445,019
2,050
Glaukos
Corp.
(a)
307,377
5,055
Inari
Medical,
Inc.
(a)
258,058
4,730
Intra-Cellular
Therapies,
Inc.
(a)
395,050
2,470
Ligand
Pharmaceuticals,
Inc.
(a)
264,660
Shares
Security
Description
Value
Health-Care
-
17.4%
(continued)
4,405
PROCEPT
BioRobotics
Corp.
(a)
$
354,691
3,860
RadNet,
Inc.
(a)
269,582
7,745
Tandem
Diabetes
Care,
Inc.
(a)
278,975
8,275
Tarsus
Pharmaceuticals,
Inc.
(a)
458,187
2,155
Vericel
Corp.
(a)
118,331
2,710
Viking
Therapeutics,
Inc.
(a)
109,050
4,819,158
Industrials
-
27.6%
1,105
AAON,
Inc.
130,036
620
Applied
Industrial
Technologies,
Inc.
148,471
2,035
Chart
Industries,
Inc.
(a)
388,359
1,155
Clean
Harbors,
Inc.
(a)
265,812
1,190
Comfort
Systems
USA,
Inc.
504,631
7,610
Construction
Partners,
Inc.,
Class A
(a)
673,181
1,640
Dycom
Industries,
Inc.
(a)
285,458
3,280
Federal
Signal
Corp.
303,039
2,919
Fluor
Corp.
(a)
143,965
1,080
FTAI
Aviation,
Ltd.
155,563
3,085
JBT
Marel
Corp.
392,104
5,100
Knight-Swift
Transportation
Holdings,
Inc.
270,504
15,085
Kornit
Digital,
Ltd.
(a)
466,881
13,015
Kratos
Defense
&
Security
Solutions,
Inc.
(a)
343,336
3,305
Loar
Holdings,
Inc.
(a)
244,273
3,040
MasTec,
Inc.
(a)
413,866
595
Saia,
Inc.
(a)
271,159
4,455
Standardaero,
Inc.
(a)
110,306
1,790
Sterling
Infrastructure,
Inc.
(a)
301,526
3,735
Tecnoglass,
Inc.
296,260
5,580
The
AZEK
Co.,
Inc.
(a)
264,883
5,305
UL
Solutions,
Inc.,
Class A
264,613
4,000
VSE
Corp.
380,400
14,280
Xometry,
Inc.,
Class A
(a)
609,185
7,627,811
Information
Technology
-
25.2%
1,055
Agilysys,
Inc.
(a)
138,954
10,625
Alkami
Technology,
Inc.
(a)
389,725
5,145
Astera
Labs,
Inc.
(a)
681,455
11,260
AvePoint,
Inc.
(a)
185,903
2,740
Commvault
Systems,
Inc.
(a)
413,493
9,795
Confluent,
Inc.,
Class A
(a)
273,868
5,550
Credo
Technology
Group
Holding,
Ltd.
(a)
373,016
23,415
Extreme
Networks,
Inc.
(a)
391,967
12,085
Freshworks,
Inc.
(a)
195,414
Lisanti
Small
Cap
Growth
Fund
SCHEDULE
OF
INVESTMENTS
December
31,
2024
See
Notes
to
Financial
Statements.
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
December
31,
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
-
25.2%
(continued)
845
Guidewire
Software,
Inc.
(a)
$
142,450
990
Impinj,
Inc.
(a)
143,807
1,265
Itron,
Inc.
(a)
137,354
8,615
Klaviyo,
Inc.,
Class A
(a)
355,283
5,385
Lumentum
Holdings,
Inc.
(a)
452,071
2,140
MACOM
Technology
Solutions
Holdings,
Inc.
(a)
278,007
6,340
PAR
Technology
Corp.
(a)
460,728
6,850
Q2
Holdings,
Inc.
(a)
689,453
7,210
Semtech
Corp.
(a)
445,939
2,080
SiTime
Corp.
(a)
446,222
21,325
Zeta
Global
Holdings
Corp.,
Class A
(a)
383,637
6,978,746
Materials
-
1.1%
1,730
Carpenter
Technology
Corp.
293,598
Total
Common
Stock
(Cost
$22,825,171)
27,198,344
Shares
Security
Description
Value
Money
Market
Fund
-
1.8%
495,824
First
American
Treasury
Obligations
Fund,
Class X,
4.37%
(b)
(Cost
$495,824)
495,824
Investments,
at
value
-
100.2%
(Cost
$23,320,995)
$
27,694,168
Other
Assets
&
Liabilities,
Net
-
(0.2)%
(52,739)
Net
Assets
-
100.0%
$
27,641,429
(a)
Non-income
producing
security.
(b)
Dividend
yield
changes
daily
to
reflect
current
market
conditions.
Rate
was
the
quoted
yield
as
of
December
31,
2024.
Valuation
Inputs
Investments
in
Securities
Level
1
-
Quoted
Prices
$
27,694,168
Level
2
-
Other
Significant
Observable
Inputs
–
Level
3
-
Significant
Unobservable
Inputs
–
Total
$
27,694,168
PORTFOLIO
HOLDINGS
(Unaudited)
%
of
Total
Investments
Communication
Services
1.5%
Consumer
Discretionary
16.6%
Consumer
Staples
3.1%
Financials
5.8%
Health-Care
17.4%
Industrials
27.5%
Information
Technology
25.2%
Materials
1.1%
Money
Market
Fund
1.8%
100.0%
Lisanti
Small
Cap
Growth
Fund
STATEMENT
OF
ASSETS
AND
LIABILITIES
December
31,
2024
See
Notes
to
Financial
Statements.
ASSETS
Investments,
at
value
(Cost
$23,320,995)
$
27,694,168
Receivables:
Fund
shares
sold
14,893
Dividends
2,416
Prepaid
expenses
13,737
Total
Assets
27,725,214
LIABILITIES
Payables:
Fund
shares
redeemed
17,023
Accrued
Liabilities:
Investment
adviser
fees
10,909
Fund
services
fees
8,140
Other
expenses
47,713
Total
Liabilities
83,785
NET
ASSETS
$
27,641,429
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
47,137,587
Accumulated
loss
(19,496,158)
NET
ASSETS
$
27,641,429
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
1,309,147
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE
$
21.11
Lisanti
Small
Cap
Growth
Fund
STATEMENT
OF
OPERATIONS
YEAR
ENDED
DECEMBER
31,
2024
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$1,066)
$
87,649
Total
Investment
Income
87,649
EXPENSES
Investment
adviser
fees
259,054
Fund
services
fees
207,713
Shareholder
service
fees
54,538
Custodian
fees
7,435
Registration
fees
22,879
Professional
fees
48,916
Trustees'
fees
and
expenses
7,694
Other
expenses
68,620
Total
Expenses
676,849
Fees
waived
(309,591)
Net
Expenses
367,258
NET
INVESTMENT
LOSS
(279,609)
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
on
investments
6,783,097
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
118,175
NET
REALIZED
AND
UNREALIZED
GAIN
6,901,272
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
6,621,663
Lisanti
Small
Cap
Growth
Fund
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
See
Notes
to
Financial
Statements.
For
the
Years
Ended
December
31,
2024
2023
OPERATIONS
Net
investment
loss
$
(279,609)
$
(564,747)
Net
realized
gain
6,783,097
978,903
Net
change
in
unrealized
appreciation
(depreciation)
118,175
986,988
Increase
in
Net
Assets
Resulting
from
Operations
6,621,663
1,401,144
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares
5,587,412
12,474,244
Redemption
of
shares
(15,399,659)
(43,517,859)
Decrease
in
Net
Assets
from
Capital
Share
Transactions
(9,812,247)
(31,043,615)
Decrease
in
Net
Assets
(3,190,584)
(29,642,471)
NET
ASSETS
Beginning
of
Year
30,832,013
60,474,484
End
of
Year
$
27,641,429
$
30,832,013
SHARE
TRANSACTIONS
Sale
of
shares
288,225
774,563
Redemption
of
shares
(843,774)
(2,728,467)
Decrease
in
Shares
(555,549)
(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
year
.
For
the
Years
Ended
December
31,
2024
2023
2022
2021
2020
NET
ASSET
VALUE,
Beginning
of
Year
$
16.53
$
15.84
$
25.95
$
30.96
$
21.76
INVESTMENT
OPERATIONS
Net
investment
loss
(a)
(0.20)
(0.17)
(0.17)
(0.38)
(0.28)
Net
realized
and
unrealized
gain
(loss)
4.78
0.86
(9.51)
3.32
11.66
Total
from
Investment
Operations
4.58
0.69
(9.68)
2.94
11.38
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
–
–
(0.43)
(7.95)
(2.18)
Total
Distributions
to
Shareholders
–
–
(0.43)
(7.95)
(2.18)
REDEMPTION
FEES(a)
–
–
0.00(b)
0.00(b)
0.00(b)
NET
ASSET
VALUE,
End
of
Year
$
21.11
$
16.53
$
15.84
$
25.95
$
30.96
TOTAL
RETURN
27.71%
4.36%
(37.37)%
10.69%
52.85%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
27,641
$
30,832
$
60,474
$
105,111
$
82,925
Ratios
to
Average
Net
Assets:
Net
investment
loss
(1.03)%
(1.05)%
(0.91)%
(1.14)%
(1.17)%
Net
expenses
1.35%
1.35%
1.35%
1.35%
1.35%
Gross
expenses
(c)
2.48%
1.88%
1.67%
1.61%
1.78%
PORTFOLIO
TURNOVER
RATE
223%
475%
347%
264%
314%
footertext
(a)
Calculated
based
on
average
shares
outstanding
during
each
year.
(b)
Less
than
$0.01
per
share.
(c)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
Expense
waivers
and/or
reimbursements
would
decrease
the
total
return
had
such
reductions
not
occurred.
Lisanti
Small
Cap
Growth
Fund
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
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.
The
Fund
included
herein
is
deemed
to
be
an
individual
reporting
segment
and
is
not
part
of
a
consolidated
reporting
entity.
The
objective
and
strategy
of
the
Fund
is
used
by
the
Adviser,
as
defined
in
Note
3,
to
make
investment
decisions,
and
the
results
of
the
operations,
as
shown
on
the
Statement
of
Operations
and
the
financial
highlights
for
the
Fund
is
the
information
utilized
for
the
day-to-day
management
of
the
Fund.
The
Fund
is
party
to
the
expense
agreements
as
disclosed
in
the
Notes
to
the
Financial
Statements
and
there
are
no
resources
allocated
to
the
Fund
based
on
performance
measurements.
Due
to
the
significance
of
oversight
and
their
role,
the
Adviser
is
deemed
to
be
the
Chief
Operating
Decision
Maker.
Note
2.
Summary
of
Significant
Accounting
Policies
The
Fund
is
an
investment
company
and
follows
accounting
and
reporting
guidance
under
Financial
Accounting
Standards
Board
Accounting
Standards
Codification
Topic
946,
“Financial
Services
–
Investment
Companies.”
These
financial
statements
are
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(“GAAP”),
which
require
management
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities,
the
disclosure
of
contingent
liabilities
at
the
date
of
the
financial
statements,
and
the
reported
amounts
of
increases
and
decreases
in
net
assets
from
operations
during
the
fiscal
year.
Actual
amounts
could
differ
from
those
estimates.
The
following
summarizes
the
significant
accounting
policies
of
the
Fund:
Security
Valuation
–
Securities
are
recorded
at
fair
value
using
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
per
share
(“NAV”).
Short-term
investments
that
mature
in
sixty
days
or
less
may
be
recorded
at
amortized
cost,
which
approximates
fair
value.
Pursuant
to
Rule
2a-5
under
the
Investment
Company
Act,
the
Trust’s
Board
of
Trustees
(the
“Board”)
has
designated
the
Adviser
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
Lisanti
Small
Cap
Growth
Fund
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2024
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
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
level
of
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
are
valued
at
amortized
cost,
which
approximates
market
value,
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
December
31,
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
Lisanti
Small
Cap
Growth
Fund
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2024
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
and
included
in
interest
income.
Identified
cost
of
investments
sold
is
used
to
determine
the
gain
and
loss
for
both
financial
statement
and
federal
income
tax
purposes.
Distributions
to
Shareholders
–
Distributions
to
shareholders
of
net
investment
income,
if
any,
are
declared
and
paid
quarterly.
Distributions
to
shareholders
of
net
capital
gains
and
foreign
currency
gains,
if
any,
are
declared
and
paid
at
least
annually.
Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
Distributions
are
based
on
amounts
calculated
in
accordance
with
applicable
federal
income
tax
regulations,
which
may
differ
from
GAAP.
These
differences
are
due
primarily
to
differing
treatments
of
income
and
gain
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
year,
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
December
31,
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
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
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.
Lisanti
Small
Cap
Growth
Fund
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2024
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.
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.
Effective
January
1,
2025,
each
Independent
Trustee’s
annual
retainer
is
$60,000
($70,000
for
the
Chairman),
and
the
Audit
Committee
Chairman
receives
an
additional
$5,000
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
year
ended
December
31,
2024
,
fees
waived
were
as
follows:
Lisanti
Small
Cap
Growth
Fund
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2024
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
December
31,
2024,
$678,863
is
subject
to
recapture
by
the
adviser.
Other
waivers
are
not
eligible
for
recoupment.
Note
5.
Security
Transactions
The
cost
of
purchases
and
proceeds
from
sales
of
investment
securities
(including
maturities),
other
than
short-term
investments
during
the
year
ended
December
31,
2024,
totaled
$60,164,291
and
$70,721,557,
respectively.
Note
6.
Federal
Income
Tax
As
of
December
31,
2024
,
the
cost
of
investments
for
federal
income
tax
purposes
is
$23,589,014
and
the
components
of
net
unrealized
appreciation
consists
of:
As
of
December
31,
2024,
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,
return
of
capital
on
equity
securities
and
PFICs.
For
the
year
ended
December
31,
2024,
the
Fund
had
$23,879,658
in
short
term
capital
loss
carry
forwards
that
have
no
expiration
date.
On
the
Statement
of
Assets
and
Liabilities,
as
a
result
of
permanent
book
to
tax
differences,
certain
amounts
have
been
reclassified
for
the
year
ended
December
31,
2024.
The
following
reclassification
was
the
result
Investment
Adviser
Fees
Waived
Other
Waivers
Total
Fees
Waived
and
Expenses
Reimbursed
$
198,773
$
110,818
$
309,591
Gross
Unrealized
Appreciation
$
4,886,291
Gross
Unrealized
Depreciation
(781,137)
Net
Unrealized
Appreciation
$
4,105,154
Undistributed
Ordinary
Income
$
278,346
Capital
and
Other
Losses
(23,879,658)
Net
Unrealized
Appreciation
4,105,154
Total
$
(19,496,158)
Lisanti
Small
Cap
Growth
Fund
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2024
of
prior
year
adjustments
and
has
no
impact
on
the
net
assets
of
the
Fund.
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.
Accumulated
Loss
$
8,172
Paid-in-Capital
(8,172)
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
To
the
Shareholders
of
Lisanti
Small
Cap
Growth
Fund
and
the
Board
of
Trustees
of
Forum
Funds
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
statement
of
assets
and
liabilities,
including
the
schedule
of
investments,
of
Lisanti
Small
Cap
Growth
Fund
(the
“Fund”),
a
series
of
Forum
Funds,
as
of
December
31,
2024,
the
related
statement
of
operations
for
the
year
then
ended,
the
statements
of
changes
in
net
assets
and
the
financial
highlights
for
each
of
the
two
years
in
the
period
then
ended,
and
the
related
notes
(collectively
referred
to
as
the
“financial
statements”).
In
our
opinion,
the
financial
statements
present
fairly,
in
all
material
respects,
the
financial
position
of
the
Fund
as
of
December
31,
2024,
the
results
of
its
operations
for
the
year
then
ended,
and
the
changes
in
net
assets
and
the
financial
highlights
for
each
of
the
two
years
in
the
period
then
ended,
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America.
The
Fund’s
financial
highlights
for
the
years
ended
December
31,
2022,
and
prior,
were
audited
by
other
auditors
whose
report
dated
February
24,
2023,
expressed
an
unqualified
opinion
on
those
financial
highlights.
Basis
for
Opinion
These
financial
statements
are
the
responsibility
of
the
Fund’s
management.
Our
responsibility
is
to
express
an
opinion
on
the
Fund’s
financial
statements
based
on
our
audits.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)
(“PCAOB”)
and
are
required
to
be
independent
with
respect
to
the
Fund
in
accordance
with
the
U.S.
federal
securities
laws
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.
We
conducted
our
audits
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audit
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement
whether
due
to
error
or
fraud.
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
Our
audits
included
performing
procedures
to
assess
the
risks
of
material
misstatement
of
the
financial
statements,
whether
due
to
error
or
fraud,
and
performing
procedures
that
respond
to
those
risks.
Such
procedures
included
examining,
on
a
test
basis,
evidence
regarding
the
amounts
and
disclosures
in
the
financial
statements.
Our
procedures
included
confirmation
of
securities
owned
as
of
December
31,
2024,
by
correspondence
with
the
custodian.
Our
audits
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
financial
statements.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinion.
We
have
served
as
the
Fund’s
auditor
since
2023.
COHEN
&
COMPANY,
LTD
Philadelphia,
Pennsylvania
February
18,
2025
Lisanti
Small
Cap
Growth
Fund
OTHER
INFORMATION
(UNAUDITED)
December
31,
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)
Investment
Advisory
Agreement
Approval
At
the
September
20,
2024
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.
In
preparation
for
its
deliberations,
the
Board
requested
and
reviewed
written
responses
from
the
Adviser
to
a
due
diligence
questionnaire
circulated
on
the
Board's
behalf
concerning
the
services
provided
by
the
Adviser.
The
Board
also
discussed
the
materials
with
Fund
counsel
and,
as
necessary,
with
the
Trust's
administrator.
During
its
deliberations,
the
Board
received
an
oral
presentation
from
the
Adviser
and
was
assisted
by
the
advice
of
independent
Trustee
counsel.
At
the
Meeting,
the
Board
reviewed,
among
other
matters:
(i)
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;
(ii)
the
costs
of
the
services
provided
and
profitability
to
the
Adviser
of
its
relationship
with
the
Fund;
(iii)
the
advisory
fee
and
total
expense
ratio
of
the
Fund
as
compared
to
those
of
a
relevant
peer
group
of
funds;
(iv)
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
(v)
other
benefits
received
by
the
Adviser
from
its
relationship
with
the
Fund.
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
Lisanti
Small
Cap
Growth
Fund
OTHER
INFORMATION
(UNAUDITED)
December
31,
2024
investment
philosophy
and
decision-making
process
of
the
Adviser
and
the
capability
and
integrity
of
the
Adviser’s
senior
management
and
staff.
The
Board
considered
also
the
adequacy
of
the
Adviser’s
resources.
The
Board
noted
the
Adviser’s
representations
that
the
firm
is
in
stable
financial
condition
and
has
the
operational
capability
and
the
necessary
staffing
and
experience
to
continue
providing
high-quality
investment
advisory
services
to
the
Fund.
Based
on
the
presentation
and
the
materials
provided
by
the
Adviser
in
connection
with
the
Board’s
consideration
of
the
renewal
of
the
Advisory
Agreement,
among
other
relevant
factors,
the
Board
concluded
that,
overall,
it
was
satisfied
with
the
nature,
extent
and
quality
of
services
to
be
provided
to
the
Fund
under
the
Advisory
Agreement.
Performance
In
connection
with
a
presentation
by
the
Adviser
regarding
its
approach
to
managing
the
Fund,
the
Board
considered
the
performance
of
the
Fund
compared
to
relevant
benchmark
indices
and
compared
to
an
independent
peer
group
of
funds
identified
by
Strategic
Insight,
Inc.
(“Strategic
Insight”)
as
having
characteristics
similar
to
the
Fund
(“Peer
Group”).
The
Board
observed
that
the
Fund
outperformed
each
of
the
Russell
2000
Index
and
Russell
2000
Growth
Index
for
the
one-
and
10-year
periods
ended
June
30,
2024,
and
for
the
period
since
the
Fund’s
inception
on
February
27,
2004,
and
underperformed
the
benchmark
indices
for
the
three-
and
five-year
periods
ended
June
30,
2024.
The
Board
also
observed
that,
based
on
the
information
provided
by
Strategic
Insight,
the
Fund
outperformed
the
average
of
the
Strategic
Insight
peer
group
for
the
one-
and
10-year
periods
ended
June
30,
2024,
and
underperformed
the
average
of
the
Strategic
Insight
peer
group
for
the
three-
and
five-year
periods
ended
June
30,
2024.
The
Board
noted
the
Adviser’s
representation
that
the
Fund’s
relative
outperformance
over
the
one-year
period
was
attributable
to
stock
selection
and,
in
particular,
a
focus
on
companies
with
internal
drivers
of
growth
and
companies
with
strong
earnings
growth
and
operating
leverage.
The
Board
noted
the
Adviser’s
representation
that
the
Fund’s
relative
underperformance
over
the
three-
and
five-year
periods
was
primarily
a
function
of
the
significant
valuation
compression
that
occurred
in
2022,
as
the
Fund
generally
focuses
on
companies
that
have
growth
rates
on
the
higher
end
of
the
Russell
2000
Growth
Index,
and
thus
would
be
impacted
more
by
the
Federal
Reserve’s
aggressive
rate
hikes,
as
well
as
the
underperformance
of
technology
and
healthcare
companies
in
the
Fund’s
portfolio
in
2023.
The
Board
also
noted
the
Adviser’s
representation
that,
although
the
Strategic
Insight
peer
group
includes
an
array
of
funds
that
are
classified
as
small
cap
growth
funds,
most
employ
investment
strategies
that
differ
from
the
investment
strategy
that
the
Fund
employs
because
the
Fund
tends
to
have
a
slightly
lower
market
capitalization
range
and
slightly
higher
growth
rate
profile
than
those
of
the
peers,
which
could
result
in
the
type
of
performance
disparity
over
longer
time
periods
identified
in
the
Strategic
Insight
report.
Based
on
the
foregoing
and
other
applicable
considerations,
the
Board
determined
that
the
Fund
and
its
shareholders
could
benefit
from
the
Adviser’s
continued
management
of
the
Fund.
Lisanti
Small
Cap
Growth
Fund
OTHER
INFORMATION
(UNAUDITED)
December
31,
2024
Compensation
The
Board
evaluated
the
Adviser’s
compensation
for
providing
advisory
services
to
the
Fund
and
analyzed
comparative
information
on
the
net
advisory
fee
rate
and
total
expense
ratio
of
the
Fund
compared
to
its
Peer
Group.
The
Board
observed
that,
although
the
Adviser’s
advisory
fee
rate
and
the
Fund’s
total
expense
ratio
were
each
higher
than
the
median
of
the
funds
in
the
Peer
Group,
the
Adviser
believed
each
to
be
within
a
reasonable
range
of
the
Peer
Group
median.
In
addition,
the
Board
noted
that
the
Adviser
had
contractually
agreed
to
waive
its
fees
or
reimburse
Fund
expenses
to
the
extent
necessary
to
keep
the
total
expenses
of
the
Fund
(subject
to
certain
exceptions)
at
or
below
1.35%.
Based
on
the
foregoing
and
other
applicable
considerations,
the
Board
concluded
that
the
advisory
fee
rate
charged
to
the
Fund
was
reasonable.
Cost
of
Services
and
Profitability
The
Board
evaluated
information
provided
by
the
Adviser
regarding
the
costs
of
services
and
its
profitability
with
respect
to
the
Fund.
In
this
regard,
the
Board
considered
the
Adviser’s
resources
devoted
to
the
Fund,
as
well
as
the
information
provided
by
the
Adviser
regarding
the
costs
and
profitability
of
its
Fund
activities.
The
Board
noted
the
Adviser’s
representation
that,
although
the
Adviser
did
not
maintain
separately
identifiable
profit
and
loss
information
for
the
Fund
relative
to
its
other
advisory
businesses,
the
Adviser
believed
that
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
due
to
the
regulatory
requirements
associated
with
investment
companies
registered
under
the
Investment
Company
Act
of
1940.
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
current
asset
level
and
the
research-intensive
nature
of
the
Fund’s
investment
strategy,
the
Adviser
was
not
proposing
breakpoints
in
the
advisory
fee
at
this
time.
Based
on
the
foregoing
information,
and
in
light
of
the
size
of
the
Fund
and
the
recent
decline
in
the
Fund’s
assets,
the
Board
concluded
that
any
existing
economies
of
scale
were
addressed
in
the
Fund’s
expense
cap
structure
and
that
the
information
presented
was
consistent
with
the
renewal
of
the
Advisory
Agreement
at
current
fee
levels.
Lisanti
Small
Cap
Growth
Fund
OTHER
INFORMATION
(UNAUDITED)
December
31,
2024
Other
Benefits
The
Board
noted
the
Adviser’s
representation
that
it
would
be
receiving
a
benefit
arising
from
the
use
of
soft
dollars
in
connection
with
Fund
trades
for
the
acquisition
of
research
that
would
benefit
not
only
the
Fund,
but
potentially
other
clients
of
the
Adviser.
The
Board
concluded
that
the
other
benefits
received
were
not
a
material
factor
in
approving
the
Advisory
Agreement.
Conclusion
The
Board
did
not
identify
any
single
factor
as
being
of
paramount
importance,
and
different
Trustees
may
have
given
different
weight
to
different
factors.
The
Board
reviewed
a
memorandum
from
Fund
counsel
discussing
the
legal
standards
applicable
to
its
consideration
of
the
Advisory
Agreement.
Based
on
its
review,
including
consideration
of
each
of
the
factors
referenced
above,
the
Board
determined,
in
the
exercise
of
its
reasonable
business
judgment,
that
the
advisory
arrangement,
as
outlined
in
the
Advisory
Agreement,
was
fair
and
reasonable
in
light
of
the
services
performed
or
to
be
performed,
expenses
incurred
or
to
be
incurred
and
such
other
matters
as
the
Board
considered
relevant.
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
This
report
is
submitted
for
the
general
information
of
the
shareholders
of
the
Fund.
It
is
not
authorized
for
distribution
to
prospective
investors
unless
preceded
or
accompanied
by
an
effective
prospectus,
which
includes
information
regarding
the
Fund’s
risks,
objectives,
fees
and
expenses,
experience
of
its
management
and
other
information.
228
-
ANR
-
1224
(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.
Included as part of other information filed under Item 7(a).
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)(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: | February 12, 2025 | |
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: | February 12, 2025 | |
| By: | /s/ Karen Shaw | |
| | Karen Shaw, Principal Financial Officer | |
| | | |
| Date: | February 12, 2025 | |
