As filed with the Securities and Exchange Commission on June 2, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number 811-03023

FORUM FUNDS

Three Canal Plaza, Suite 600

Portland, Maine 04101

Jessica Chase, Principal Executive Officer

Three Canal Plaza, Suite 600

Portland, Maine 04101

207-347-2000

Date of fiscal year end: March 31

Date of reporting period: April 1, 2019 – March 31, 2020

ITEM 1. REPORT TO STOCKHOLDERS.

Annual

Report

March

31,

2020

Beginning

on

January

1,

2021,

as

permitted

by

regulations

adopted

by

the

Securities

and

Exchange

Commission,

paper

copies

of

the

Funds’

shareholder

reports

will

no

longer

be

sent

by

mail,

unless

you

specifically

request

paper

copies

of

the

reports

from

the

Funds

or

from

your

financial

intermediary,

such

as

a

broker-dealer

or

bank.

Instead,

the

reports

will

be

made

available

on

a

website,

and

you

will

be

notified

by

mail

each

time

a

report

is

posted

and

provided

with

a

website

link

to

access

the

report.

If

you

already

elected

to

receive

shareholder

reports

electronically,

you

will

not

be

affected

by

this

change

and

you

need

not

take

any

ac-

tion.

You

may

elect

to

receive

shareholder

reports

and

other

communications

from

the

Funds

or

your

financial

intermediary

electronically

by

contacting

the

Funds

at

(888)

992-2765

or

absolute.ta@apexfs.com,

or

by

contacting

your

financial

intermediary

directly.

You

may

elect

to

receive

all

future

reports

in

paper

free

of

charge.

You

can

inform

the

Funds

or

your

financial

intermediary

that

you

wish

to

continue

receiving

paper

copies

of

your

shareholder

reports

by

contacting

the

Funds

at

(888)

992-2765

or

absolute.ta@apexfs.com,

or

by

contacting

your

financial

intermediary

directly.

Your

election

to

receive

reports

in

paper

will

apply

to

all

funds

held

with

Absolute

Funds.

The

views

in

this

report

were

those

of

Absolute

Investment

Advisers

LLC

(“AIA”

and

“Absolute”),

the

investment

adviser

to

the

Absolute

Strategies

Fund,

Absolute

Capital

Opportunities

Fund

and

Absolute

Convertible

Arbitrage

Fund

(each

a

“Fund”

and

collectively

the

“Funds”)

as

of

March

31,

2020,

and

may

not

reflect

their

views

on

the

date

this

report

is

first

published

or

any

time

thereafter.

These

views

are

intended

to

assist

shareholders

in

understanding

their

investment

in

the

Funds

and

do

not

constitute

investment

advice.

None

of

the

information

presented

should

be

construed

as

an

offer

to

sell

or

recommendation

of

any

security

mentioned

herein.

The

Funds

utilize

a

multi-manager

strategy.

For

a

complete

description

of

each

Fund’s

principal

investment

risks

please

refer

to

its

respective

prospectus.

Although

each

Fund’s

strategy

is

different,

each

Fund

is

subject

to

the

following

risks:

Small-

and

medium-sized

company

risk;

foreign

or

emerging

markets

securities

risk

which

involves

special

risks,

including

the

volatility

of

currency

exchange

rates

and,

in

some

cases,

limited

geographic

focus,

political

and

economic

instability,

and

relatively

illiquid

markets;

interest

rate

risk;

and

high

yield,

lower-rated

(junk)

bonds

risk.

Other

principal

risks

include

investing

in

initial

public

offerings;

selling

securities

short

with

the

risk

of

magnified

capital

losses;

investing

in

derivatives

which

can

be

volatile

and

involve

various

types

and

degrees

of

risks;

and

investing

in

options

and

futures

which

are

subject

to

special

risks

and

may

not

fully

protect

a

Fund

against

declines

in

the

value

of

its

stocks.

In

addition,

an

option

writing

strategy

limits

the

upside

profit

potential

normally

associated

with

stocks.

Futures

trading

is

very

speculative,

largely

due

to

the

traditional

volatility

of

futures

prices.

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

an

investor’s

shares,

when

redeemed,

may

be

worth

more

or

less

than

the

original

cost.

To

obtain

performance

information

current

to

the

most

recent

month-end,

call

the

Fund

at

888-99-ABSOLUTE.

The

S&P

500®

Index

(“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

Bloomberg

Barclays

U.S.

Aggregate

Bond

Index

is

a

broad

based

measurement

of

the

U.S.

dollar-denominated,

investment-grade,

fixed-rate,

SEC

registered

taxable

bond

market.

The

HFRX

Global

Hedge

Fund

Index

is

a

broad-based

measurement

of

the

performance

of

the

hedge

fund

universe;

it

is

comprised

of

eight

strategies

-

convertible

arbitrage,

distressed

securities,

equity

hedge,

equity

market

neutral,

event

driven,

macro,

merger

arbitrage,

and

relative

value

arbitrage.

The

strategies

are

asset-weighted

based

on

the

distribution

of

assets

in

the

hedge

fund

industry.

The

MSCI

World

Index

measures

the

performance

of

a

diverse

range

of

24

developed

countries’

stock

markets

including

the

United

States

and

Canada,

and

countries

in

Europe,

the

Middle

East;

Asia

and

the

Pacific.

The

HFRX

Equity

Hedge

Index

measures

the

performance

of

strategies

that

maintain

positions

both

long

and

short

in

primarily

equity

and

equity

derivative

securities.

The

HFRX

Fixed

Income

Convertible

Arbitrage

Index

measures

the

performance

of

hedge

fund

strategies

that

are

predicated

on

realizing

of

a

spread

between

related

instruments

at

least

one

of

which

is

a

convertible

fixed

income

instrument.

The

iBoxx

High

Yield

Index

consists

of

liquid

USD

high

yield

bonds,

selected

to

provide

a

balanced

representation

of

the

broad

USD

high

yield

corporate

bond

universe.

The

total

return

of

the

indices

include

the

reinvestment

of

dividends

and

income.

The

total

return

of

each

Fund

includes

operating

expenses

that

reduce

returns,

while

the

total

return

of

the

indices

do

not

include

expenses.

The

Funds

are

professionally

managed,

while

the

indices

are

unmanaged

and

are

not

available

for

investment.

Alpha

is

the

measure

of

performance

on

a

risk-adjusted

(beta)

basis.

Alpha

takes

the

volatility

(price

risk)

of

a

fund

and

compares

its

risk-adjusted

performance

to

a

benchmark

index.

The

excess

return

of

the

fund

relative

to

the

return

of

the

benchmark

index

is

a

fund’s

alpha.

Beta

is

a

measure

of

a

fund’s

relative

volatility

as

compared

to

the

S&P

500

which

by

definition

is

1.00.

Accordingly

a

fund

with

a

1.10

beta

is

expected

to

perform

10%

better

than

the

S&P

500

in

up

markets

and

10%

worse

in

down

markets.

The

HFR

Indices

are

equally

weighted

performance

indexes,

utilized

by

numerous

hedge

fund

managers

as

a

benchmark

for

their

own

hedge

funds.

One

cannot

invest

directly

in

an

index.

Absolute

Strategies

Fund,

Absolute

Funds,

and

Absolute

Investment

Advisers

are

registered

service

marks.

Other

marks

referred

to

herein

are

the

trademarks,

service

marks

or

registered

trademarks

of

their

respective

owners.

ABSOLUTE

FUNDS

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

March

31,

2020

1

Absolute

Funds

Dear

Shareholder,

We

are

pleased

to

present

the

Annual

Report

for

the

Absolute

Strategies

Fund,

Absolute

Convertible

Arbitrage

Fund

and

the

Absolute

Capital

Opportunities

Fund

(the

“Funds”

or

“Absolute

Funds”)

for

the

year

ended

March

31,

2020.

The

Adviser

has

maintained

a

consistent

philosophy

and

discipline

since

inception

in

2005.

Our

Funds

have

focused

on

strategies

to

create

various

forms

of

alpha

in

both

equity

and

credit

markets.

Focusing

on

alpha,

whether

it

be

long-

only,

neutral

or

short

biased,

can

assist

investors

and

asset

allocators

achieve

diversification.

While

not

all

market

cycles

provide

a

beneficial

backdrop

for

achieving

“defensive”

performance,

our

patient,

disciplined

approach,

unlike

most

other

alternative

investments

or

passive

strategies,

thrives

during

difficult

environments.

We

have

long

believed

unprecedented

central

bank

stimulus

and

a

massive

corporate

buyback/debt

binge

created

an

extremely

overvalued

and

fragile

market.

It

is

never

easy

to

identify

the

catalyst

that

will

eventually

upset

this

fragility,

but

it

is

becoming

routine

for

financial

markets

to

exhibit

a

continuous

cycle

of

boom/bust

behavior.

This

fragility

was

recently

disrupted

by

the

COVID-19

pandemic

which

has

created

a

surreal

environment

of

economic

chaos.

Our

Funds

performed

well

during

this

period,

taking

advantage

of

some

of

this

volatility

and

monetizing

certain

short

positions

or

hedges.

As

expected,

central

banks

and

governments

have

responded

with

trillions

of

dollars

in

market

stimulus

and

corporate

debt

bailouts.

Absolute

Strategies

Fund

The

Strategies

Fund

returned

3.54%

over

the

12

months

ended

March

31.

By

comparison,

the

HRFX

Global

Hedge

Fund

Index

returned

-1.39%

and

the

S&P

500

Index

returned

-6.98%.

Year

to

date,

the

Fund

returned

3.58%,

versus

-6.85%

for

the

HRFX

Global

Hedge

Fund

Index

and

-19.60%

for

the

S&P

500

Index.

The

Fund

was

positioned

with

an

overall

net

short

position,

including

index

futures

and

put

options

on

specific

sectors,

and

performance

benefited

greatly

during

the

recent

market

crash.

Most

of

the

option

and

net

short

exposures

have

been

monetized

and

the

overall

positioning

is

currently

running

closer

to

market

neutral.

Performance

for

the

period

overall

benefited

from

futures

hedges

and

options,

and

individual

securities

including

Apple,

Barrick

Gold,

CBS,

Blackstone,

Royal

Gold,

Brookfield

Asset

Management,

Diageo,

and

Nestle

were

positive

performers.

Some

options

positions

detracted

from

performance

and

individual

securities

such

as

Dupont,

Anheuser

Busch,

Enbridge,

Viacom,

and

Schlumberger

were

detractors.

Current

market

dislocations

and

illiquidity

offer

opportunities

to

trade

around

volatility.

The

Strategies

Fund

has

shifted

to

a

market

neutral

bias

but

will

opportunistically

shift

exposures

back

to

net

short

if

the

potential

exists

for

flare

ups

in

volatility

or

if

violent

rallies

appear

to

be

part

of

a

larger,

secular

decline.

Long

value,

short

growth

equity

positioning

has

been

a

detractor

as

value

under-performance

vs

growth

has

reached

an

extreme,

including

during

the

most

recent

market

drawdown.

However,

we

believe

value

investments

are

suddenly

very

cheap;

the

spread

between

our

longs

and

shorts

has

never

been

greater

and

increasing

the

potential

return

profile

going

forward.

Absolute

Capital

Opportunities

Fund

The

Opportunities

Fund

returned

3.48%

over

the

12

months

ended

March

31.

By

comparison,

the

HRFX

Equity

Hedge

Index

returned

-9.44%

and

the

S&P

500

Index

returned

-6.98%.

Year

to

date,

the

Fund

returned

1.71%,

versus

-13.33%

for

the

HRFX

Equity

Hedge

Index

and

-19.60%

for

the

S&P

500

Index.

Recent

performance

during

the

market

drawdown

benefited

from

option

trading

that

provided

a

strong

hedge

to

a

value-biased

portfolio.

Blackstone,

Apple,

and

CBS

were

positive

contributors.

Viacom,

Gildan

Activewear,

and

Mohawk

Industries

were

larger

losers.

ABSOLUTE

FUNDS

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

March

31,

2020

2

Absolute

Funds

Capital

preservation

has

been

a

key

focus

during

the

past

few

years

unlike

most

long/short

equity

funds.

The

portfolio

is

made

up

of

mostly

single-stock

equity

positions

using

fundamental,

bottom-up

analysis.

Positioning

is

designed

to

utilize

option

strategies

to

enhance

performance

both

long

and

short.

Net

exposures

have

been

largely

market

neutral

in

recent

years,

but

overall

net

positioning

can

move

quite

a

bit

over

time.

Recent

positioning

varied

from

net

long

to

net

short,

back

to

net

long.

Overall

positioning

depends

on

the

portfolio

managers’

views

on

absolute

vs

relative

valuations.

Absolute

Convertible

Arbitrage

Fund

The

Arbitrage

Fund

returned

1.18%

over

the

12

months

ended

March

31.

By

comparison,

the

HRFX

Fixed

Income

Convertible

Arbitrage

Index

returned

-1.57%.

Year

to

date,

the

Fund

returned

-2.18%,

versus

-5.75%

for

the

HRFX

Fixed

Income

Convertible

Arbitrage

Index.

Performance

benefited

from

the

strategy’s

overall

defensive

characteristics.

The

Portfolio

Manager’s

expertise

helped

avoid

losses

faced

in

other

credit

areas

through

security

selection

and

from

having

a

cash

cushion.

The

Arbitrage

Fund’s

portfolio

has

benefited

from

hedging,

volatility

trading

and

avoiding

sectors

that

may

have

the

greatest

likelihood

of

defaults.

Winning

trades

included

Inovio

Pharmaceuticals,

Q2

Holdings,

and

Insulet

Corp.

Detractors

included

Encore

Capital,

Wayfair,

and

Alteryx.

The

strategy

is

always

hedged

and

has

very

low

sensitivity

to

interest

rates.

Credit

spreads

have

widened

considerably

and

opportunities

exist

to

take

advantage

of

very

attractive

pricing

in

the

credit

markets.

This

has

increased

the

potential

return

profile

significantly

going

forward.

Market

Outlook

In

our

prior

report

to

shareholders

last

Fall,

we

charted

the

financial

landscape

as

a

continued

mix

of

over-valued

assets,

divergent

trends

and

central

bank

confusion.

We

observed

that

the

Federal

Reserve

(and

nearly

every

global

central

bank)

had

flipped

to

a

pattern

of

rate

cuts

that

led

to

additional

efforts

to

add

massive

overnight

liquidity;

this

became

known

as

“not-QE”

(not

Quantitative

Easing).

Financial

markets

responded

in

typical

style

with

speculation

and

momentum

driving

prices

to

exuberant

levels,

leading

to

new

all-time

highs

in

mid-February

2020.

Additionally

we

outlined

several

questions

including:

1)

Can

financial

markets

function

without

constant,

massive

central

bank

liquidity?

2)

What

would

a

simple

“reversion

to

the

mean”

in

global

financial

markets

look

like?

And

3)

How

would

this

impact

a

typical

portfolio

that

is

heavily

weighted

towards

a

combination

of

past

performance

and

highly

correlated

asset

classes?

These

questions

continue

to

be

addressed

by

central

banks

every

time

there

is

a

crisis.

However,

we

are

now

dealing

with

a

crisis

that

may

have

lasting

implications

for

the

economy

and

markets.

Several

trillion

dollars

in

stimulus

and

bailouts

can

keep

things

afloat

for

a

while,

but

what

happens

when

all

of

this

new

money

and

debt

isn’t

supported

with

a

durable

economy?

At

what

point

do

we

reach

the

end

of

this

boom,

bust,

stimulus,

rinse

and

repeat

cycle?

The

pandemic

and

the

fiscal

and

monetary

response

to

it

is

the

type

of

event

that

can

create

a

scary

finale

to

what

we

believe

is

a

“super-cycle”

wave

of

debt

and

speculation;

maybe

it

happens

now

or

maybe

a

few

years

from

now.

In

technical

terms,

this

“super-cycle”

appears

to

be

quickly

running

out

of

time

and

energy

and

the

end

of

this

period

could

be

a

truly

devastating

financial

event

for

millions

of

people.

Unemployment

(U6)

is

already

over

20%,

and,

according

to

the

Federal

Reserve,

40%

of

households

who

make

less

than

$40,000

have

lost

a

job.

How

this

ultimately

plays

out

is

clearly

unknown

and

we

are

not

looking

to

adhere

to

any

specific

bias.

We

do

not

manage

money

as

if

the

investment

environment

is

one

big

momentum

game;

we

feel

it

is

important

to

remain

focused

on

our

discipline

and

protect

against

downside

risks.

The

Absolute

Funds

utilize

skilled

managers,

security

selection,

and

trading

experience

as

opposed

to

passive

investments

that

are

entirely

geared

toward

beta

and

market

momentum.

At

a

minimum,

we

would

expect

the

next

few

years

to

be

extremely

uncertain

which

may

result

in

additional

swings

in

volatility.

While

markets

“technically”

can

reach

new

highs,

the

risk/reward

tradeoffs

may

look

quite

different

and

relying

on

past

performance

of

passive/index

investments

may

prove

to

be

costly.

ABSOLUTE

FUNDS

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

March

31,

2020

3

Absolute

Funds

Market

drawdowns

and

illiquid

conditions

offer

opportunities

for

skilled

portfolio

managers

to:

(1)

take

advantage

of

vital

trading

experience

during

times

of

volatility,

(2)

reallocate

portfolios

or

monetize

short

positions,

and

(3)

find

discounted

securities

and

distressed

situations.

We

believe

these

skills,

along

with

most

risk

management

processes,

have

been

largely

ignored

and

undervalued

over

the

past

decade

as

long-only

passive

investments

and

speculation

thrived.

However,

the

next

decade

may

require

much

more

patience

and

discipline;

a

return

to

alpha-

generating

strategies

is

long

overdue.

Sincerely,

Jay

Compson

Portfolio

Manager

Absolute

Investment

Advisers

LLC

ABSOLUTE

STRATEGIES

FUND

PERFORMANCE

CHART

AND

ANALYSIS

(Unaudited)

March

31,

2020

4

Absolute

Funds

The

following

chart

reflects

the

change

in

the

value

of

a

hypothetical

$25,000

investment

in

Institutional

Shares,

including

reinvested

dividends

and

distributions,

in

Absolute

Strategies

Fund

(the

“Fund”)

compared

with

the

performance

of

the

benchmarks,

S&P

500

Index

(“S&P

500”),

Bloomberg

Barclays

U.S.

Aggregate

Bond

Index

(“Barclays

Index”),

the

HFRX

Global

Hedge

Fund

Index

(“HFRX”)

and

the

MSCI

World

Index

(“MSCI

World”),

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

Barclays

Index

is

a

broad

based

measurement

of

the

U.S.

dollar-denominated,

investment-grade,

fixed-rate,

SEC

registered

taxable

bond

market.

The

HFRX

is

a

broad-based

measurement

of

the

performance

of

the

hedge

fund

universe;

it

is

comprised

of

eight

strategies

-

convertible

arbitrage,

distressed

securities,

equity

hedge,

equity

market

neutral,

event

driven,

macro,

merger

arbitrage,

and

relative

value

arbitrage.

The

strategies

are

asset-weighted

based

on

the

distribution

of

assets

in

the

hedge

fund

industry.

The

MSCI

World

measures

the

performance

of

a

diverse

range

of

24

developed

countries’

stock

markets

including

the

United

States

and

Canada,

and

countries

in

Europe,

the

Middle

East;

Asia

and

the

Pacific.

The

total

return

of

the

indices

include

the

reinvestment

of

dividends

and

income.

The

total

return

of

the

Fund

includes

operating

expenses

that

reduce

returns,

while

the

total

return

of

the

indices

do

not

include

expenses.

The

Fund

is

professionally

managed,

while

the

indices

are

unmanaged

and

are

not

available

for

investment.

Comparison

of

Change

in

Value

of

a

$25,000

Investment

Absolute

Strategies

Fund

vs.

S&P

500®

Index,

Bloomberg

Barclays

U.S.

Aggregate

Bond

Index,

HFRX

Global

Hedge

Fund

Index

and

MSCI

World

Index

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratio

(gross)

is

2.44%.

Excluding

the

effect

of

expenses

attributable

to

dividends

and

interest

on

short

sales

and

acquired

fund

fees

and

expenses,

the

Fund's

total

annual

operating

expense

ratio

would

be

2.26%.

However,

the

Fund’s

adviser has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

dividend

and

interest

expenses

on

short

sales,

acquired

fund

fees

and

expenses,

proxy

expenses

and

extraordinary

expenses)

to

1.99%,

through

August

1,

2021

(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

and

(ii)

the

Expense

Cap

in

place

at

the

time

the

fees/expenses

were

waived/reimbursed.

Total

Annual

Fund

Average

Annual

Total

Returns

Periods

Ended

March

31,

2020

One

Year

Five

Year

Ten

Year

Absolute

Strategies

Fund

3.54%

-1.15%

-0.12%

S&P

500®

Index

-6.98%

6.73%

10.53%

Bloomberg

Barclays

U.S.

Aggregate

Bond

Index

8.93%

3.36%

3.88%

HFRX

Global

Hedge

Fund

Index

-1.39%

-0.65%

0.23%

MSCI

World

Index

-10.39%

3.25%

6.57%

ABSOLUTE

STRATEGIES

FUND

PERFORMANCE

CHART

AND

ANALYSIS

(Unaudited)

March

31,

2020

5

Absolute

Funds

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.

To

the

extent

that

the

Fund

invests

in

another

fund

sponsored

by

the

Fund's

adviser

or

its

affiliates,

the

adviser

may

waive

certain

fees

and

expenses.

The

performance

table

and

graph

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

Fund

shares.

Returns

greater

than

one

year

are

annualized.

For

the

most

recent

month-end

performance,

please

call

(888)

992-2765.

ABSOLUTE

CAPITAL

OPPORTUNITIES

FUND

PERFORMANCE

CHART

AND

ANALYSIS

(Unaudited)

March

31,

2020

6

Absolute

Funds

The

following

chart

reflects

the

change

in

the

value

of

a

hypothetical

$25,000

investment,

including

reinvested

dividends

and

distributions,

in

the

Absolute

Capital

Opportunities

Fund

(the

“Fund”)

compared

with

the

performance

of

the

benchmarks,

the

HFRX

Equity

Hedge

Index

(“HFRX

Equity”)

and

the

S&P

500

Index

(“S&P

500”),

since

inception.

HFRX

Equity

measures

the

performance

of

strategies

that

maintain

positions

both

long

and

short

in

primarily

equity

and

equity

derivative

securities.

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

indices

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

indices

do

not

include

expenses.

The

Fund

is

professionally

managed,

while

the

indices

are

unmanaged

and

are

not

available

for

investment.

Comparison

of

Change

in

Value

of

a

$25,000

Investment

Absolute

Capital

Opportunities

Fund

vs.

HFRX

Equity

Hedge

Index

and

S&P

500

Index

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratio

(gross)

is

3.25%.

Excluding

the

effect

of

expenses

attributable

to

dividends

and

interest

on

short

sales

and

acquired

fund

fees

and

expenses,

the

Fund's

total

annual

operating

expense

ratio

would

be

1.94%.

However,

the

Fund’s

adviser has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

dividend

and

interest

expenses

on

short

sales,

acquired

fund

fees

and

expenses,

proxy

expenses

and

extraordinary

expenses)

to

1.75%,

through

August

1,

2021

(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

and

(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.

For

the

most

recent

month-end

performance,

please

call

(888)

992-2765.

Average

Annual

Total

Returns

Periods

Ended

March

31,

2020

One

Year

Since

Inception

12/30/15

Absolute

Capital

Opportunities

Fund

3.48%

5.83%

HFRX

Equity

Hedge

Index

-9.44%

-1.07%

S&P

500®

Index

-6.98%

7.61%

Absolute

Funds

7

Absolute

Funds

THIS

PAGE

INTENTIONALLY

LEFT

BLANK

ABSOLUTE

CONVERTIBLE

ARBITRAGE

FUND

PERFORMANCE

CHART

AND

ANALYSIS

(Unaudited)

March

31,

2020

8

Absolute

Funds

The

following

chart

reflects

the

change

in

the

value

of

a

hypothetical

$25,000

investment,

including

reinvested

dividends

and

distributions,

in

Absolute

Convertible

Arbitrage

Fund

(the

“Fund”)

compared

with

the

performance

of

the

benchmarks,

HFRX

Fixed

Income

Convertible

Arbitrage

Index

("HFRX

Fixed

Income"),

Bloomberg

Barclays

U.S.

Aggregate

Bond

Index

("Barclays

Index"),

IBoxx

High

Yield

Index

("iBoxx

Index")

and

the

S&P

500

Index

("S&P

500"),

over

the

past

ten

fiscal

years.

The

HFRX

Fixed

Income

measures

the

performance

of

hedge

fund

strategies

that

are

predicated

on

realizing

a

spread

between

related

instruments

at

least

one

of

which

is

a

convertible

fixed

income

instrument.

The

iBoxx

Index

consists

of

liquid

USD

high

yield

bonds,

selected

to

provide

a

balanced

representation

of

the

broad

USD

high

yield

corporate

bond

universe.

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

Barclays

Index

is

a

broad

based

measurement

of

the

U.S.

dollar-denominated,

investment-grade,

fixed-rate,

SEC

registered

taxable

bond

market.

The

total

return

of

the

indices

include

the

reinvestment

of

dividends

and

income.

The

total

return

of

the

Fund

includes

operating

expenses

that

reduce

returns,

while

the

total

return

of

the

indices

do

not

include

expenses.

The

Fund

is

professionally

managed,

while

the

indices

are

unmanaged

and

are

not

available

for

investment.

Comparison

of

Change

in

Value

of

a

$25,000

Investment

Absolute

Convertible

Arbitrage

Fund

vs.

HFRX

Fixed

Income

Convertible

Arbitrage

Index,

Bloomberg

Barclays

U.S.

Aggregate

Bond

Index,

iBoxx

High

Yield

Index

and

S&P

500

Index

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

As

stated

in

the

Fund’s

prospectus,

as

supplemented

December

23,

2019,

the

annual

operating

expense

ratio

(gross)

is

1.99%.

Excluding

the

effect

of

expenses

attributable

to

dividends

and

interest

on

short

sales

and

acquired

fund

fees

and

expenses,

the

Fund's

total

annual

operating

expense

ratio

would

be

1.65%.

However,

the

Fund’s

Adviser has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

dividend

and

interest

on

short

sales,

acquired

fund

fees

and

expenses,

broker

charges,

proxy

expenses

and

extraordinary

expenses)

to

1.40%,

through

August

1,

2021

(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

and

(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

Average

Annual

Total

Returns

Periods

Ended

March

31,

2020

One

Year

Five

Year

Ten

Year

Absolute

Convertible

Arbitrage

Fund

1.18%

3.80%

4.46%

HFRX

Fixed

Income

Convertible

Arbitrage

Index

-1.57%

1.88%

2.12%

Bloomberg

Barclays

U.S.

Aggregate

Bond

Index

8.93%

3.36%

3.88%

iBoxx

High

Yield

Index

-6.14%

2.50%

5.17%

S&P

500®

Index

-6.98%

6.73%

10.53%

ABSOLUTE

CONVERTIBLE

ARBITRAGE

FUND

PERFORMANCE

CHART

AND

ANALYSIS

(Unaudited)

March

31,

2020

9

Absolute

Funds

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.

For

the

most

recent

month-end

performance,

please

call

(888)

992-2765.

On

August

14,

2017,

a

hedge

fund

managed

by

Mohican

Financial

Management

LLC

reorganized

into

the

Fund.

The

Fund’s

performance

for

periods

prior

to

the

commencement

of

operations

is

that

of

the

hedge

fund

and

is

based

on

calculations

that

are

different

from

the

standardized

method

of

calculations

adopted

by

the

SEC.

The

performance

of

the

hedge

fund

was

calculated

net

of

the

hedge

fund’s

fees

and

expenses.

The

performance

of

the

hedge

fund

is

not

the

performance

of

the

Fund,

has

not

been

restated

to

reflect

the

fees,

estimated

expenses

and

fee

waivers

and/or

expense

limitations

of

the

Fund,

and

is

not

necessarily

indicative

of

the

Fund’s

future

performance.

If

the

performance

of

the

hedge

fund

had

been

restated

to

reflect

the

applicable

fees

and

expenses

of

the

Fund,

the

performance

may

have

been

lower.

The

hedge

fund

was

not

registered

under

the

Investment

Company

Act

of

1940

(“1940

Act”)

and

was

not

subject

to

certain

investment

limitations,

diversification

requirements

and

other

restrictions

imposed

by

the

1940

Act

and

the

Internal

Revenue

Code

of

1986,

which,

if

applicable,

may

have

adversely

affected

its

performance.

ABSOLUTE

STRATEGIES

FUND

PORTFOLIO

HOLDINGS

SUMMARY

(Unaudited)

March

31,

2020

10

Absolute

Funds

See

Notes

to

Financial

Statements.

*

Consists

of

deposits

with

the

custodian

and/or

brokers

for

put

options

written,

cash, prepaid

expenses,

receivables,

payables

and

accrued

liabilities.

Deposits

with

the

custodian

and/or

brokers

for

put

options

written represent

10.3%

 of

net

assets.

See

Note

2

of

the

accompanying

Notes

to

Financial

Statements.

Portfolio

Breakdown

(%

of

Net

Assets)

Common

Stock

25.3‌%

Asset

Backed

Obligations

0.3‌%

Investment

Companies

50.9‌%

Money

Market

Fund

10.0‌%

Purchased

Options

0.8‌%

Written

Options

(0.3‌)%

Other

Assets

&

Liabilities,

Net

*

13.0‌%

100.0%

ABSOLUTE

STRATEGIES

FUND

SCHEDULE

OF

INVESTMENTS

March

31,

2020

11

Absolute

Funds

See

Notes

to

Financial

Statements.

Shares

Security

Description

Value

Common

Stock

-

25.3%

Communication

Services

-

0.9%

39,100‌

Liberty

Global

PLC,

Class C 

(a)

$

614,261‌

Consumer

Discretionary

-

2.8%

9,440‌

Anheuser-Busch

InBev

SA/NV,

ADR

416,493‌

16,000‌

HD

Supply

Holdings,

Inc. 

(a)

454,880‌

5,000‌

Starbucks

Corp.

328,700‌

6,250‌

The

TJX

Cos.,

Inc.

298,812‌

4,500‌

The

Walt

Disney

Co.

434,700‌

1,933,585‌

Consumer

Staples

-

1.5%

2,000‌

Diageo

PLC,

ADR

254,240‌

7,000‌

Ingredion,

Inc.

528,500‌

2,500‌

Nestle

SA,

ADR

257,475‌

1,040,215‌

Energy

-

2.3%

38,000‌

Enbridge,

Inc.

1,105,420‌

13,500‌

Royal

Dutch

Shell

PLC,

ADR,

Class B

440,910‌

1,546,330‌

Financials

-

5.7%

9,350‌

Berkshire

Hathaway,

Inc.,

Class B 

(a)

1,709,461‌

16,000‌

Brookfield

Asset

Management,

Inc.,

Class A

708,000‌

25,000‌

Loews

Corp.

870,750‌

4,200‌

Simon

Property

Group,

Inc.

REIT

230,412‌

4,000‌

The

Travelers

Cos.,

Inc.

397,400‌

3,916,023‌

Health

Care

-

3.6%

17,500‌

CVS

Health

Corp.

1,038,275‌

6,000‌

Pfizer,

Inc.

195,840‌

27,500‌

Sanofi,

ADR

1,202,300‌

2,436,415‌

Industrials

-

0.9%

24,000‌

ABB,

Ltd.,

ADR

414,240‌

3,000‌

Expeditors

International

of

Washington,

Inc.

200,160‌

614,400‌

Information

Technology

-

1.2%

11,000‌

Cerner

Corp.

692,890‌

1,500‌

Guidewire

Software,

Inc. 

(a)

118,965‌

811,855‌

Materials

-

4.2%

19,310‌

Agnico

Eagle

Mines,

Ltd.

768,345‌

42,000‌

Barrick

Gold

Corp.

769,440‌

26,833‌

Corteva,

Inc.

630,576‌

20,833‌

DuPont

de

Nemours,

Inc.

710,405‌

2,878,766‌

Real

Estate

-

0.9%

19,500‌

Equity

Commonwealth

REIT 

618,345‌

Utilities

-

1.3%

12,500‌

Dominion

Energy,

Inc.

902,375‌

Total

Common

Stock

(Cost

$18,309,070)

17,312,570‌

Principal

Security

Description

Rate

Maturity

Value

Asset

Backed

Obligations

-

0.3%

$

38,002‌

Adjustable

Rate

Mortgage

Trust,

Series 2005-12 2A1 

(b)

3.90%

03/25/36

30,007‌

22,722‌

Adjustable

Rate

Mortgage

Trust,

Series 2006-1 3A3 

(b)

3.85 

03/25/36

18,011‌

15,633‌

Banc

of

America

Funding

Corp.,

Series 2006-E 2A1 

(b)

4.65 

06/20/36

13,155‌

18,329‌

Banc

of

America

Funding

Corp.,

Series 2007-E 4A1 

(b)

3.63 

07/20/47

15,105‌

48,817‌

CitiMortgage

Alternative

Loan

Trust,

Series 2006-A7 1A12

6.00 

12/25/36

45,089‌

17,870‌

CitiMortgage

Alternative

Loan

Trust,

Series 2007-A4 1A6

5.75 

04/25/37

16,044‌

19,138‌

Countrywide

Alternative

Loan

Trust,

Series 2005-50CB 1A1

5.50 

11/25/35

17,580‌

21,688‌

Countrywide

Home

Loan

Mortgage

Pass-Through

Trust,

Series 2007-HY5 1A1 

(b)

4.24 

09/25/47

17,641‌

39,775‌

IndyMac

Index

Mortgage

Loan

Trust,

Series 2006-AR25 3A1 

(b)

3.86 

09/25/36

29,314‌

14,024‌

JPMorgan

Mortgage

Trust,

Series 2007-A2 4A1M 

(b)

3.76 

04/25/37

11,468‌

ABSOLUTE

STRATEGIES

FUND

SCHEDULE

OF

INVESTMENTS

March

31,

2020

12

Absolute

Funds

See

Notes

to

Financial

Statements.

Principal

Security

Description

Rate

Maturity

Value

Asset

Backed

Obligations

-

0.3%

$

22,042‌

Structured

Adjustable

Rate

Mortgage

Loan

Trust,

Series 2007-3 3A1 

(b)

4.22%

04/25/47

$

13,517‌

Total

Asset

Backed

Obligations

(Cost

$169,919)

226,931‌

Shares

Security

Description

Value

Investment

Companies

-

50.9%

1,285,087‌

Absolute

Capital

Opportunities

Fund 

(a)(c)

15,292,540‌

1,901,218‌

Absolute

Convertible

Arbitrage

Fund 

(c)

19,620,564‌

Total

Investment

Companies

(Cost

$32,372,584)

34,913,104‌

Shares

Security

Description

Value

Money

Market

Fund

-

10.0%

6,844,715‌

BlackRock

Liquidity

Funds

T-Fund

Portfolio,

Institutional

Shares,

0.21% 

(d)

(Cost

$6,844,715)

6,844,715‌

Contracts

Security

Description

Strike

Price

Exp.

Date

Notional

Contract

Value

Value

Purchased

Options

-

0.8%

Call

Options

Purchased

-

0.0%

750‌

Alerian

MLP

ETF

$

8.00‌

01/21

$

600,000‌

750‌

1,000‌

Energy

Select

Sector

SPDR

Fund

ETF

52.00‌

07/20

5,200,000‌

1,000‌

1,000‌

SPDR

S&P

500

ETF

Trust

345.00‌

04/20

34,500,000‌

1,000‌

2,000‌

VanEck

Vectors

Oil

Services

ETF

15.00‌

04/20

3,000,000‌

2,000‌

Total

Call

Options

Purchased

(Premiums

Paid

$243,274)

4,750‌

Put

Options

Purchased

-

0.8%

1,000‌

iPath

Series

B

S&P

500

VIX

Short-Term

Futures

ETN

25.00‌

05/20

4,625,000‌

70,000‌

1,000‌

SPDR

S&P

500

ETF

Trust

200.00‌

04/20

25,775,000‌

59,000‌

3,000‌

SPDR

S&P

500

ETF

Trust

200.00‌

04/20

77,325,000‌

375,000‌

Total

Put

Options

Purchased

(Premiums

Paid

$1,202,144)

504,000‌

Total

Purchased

Options

(Premiums

Paid

$1,445,418)

508,750‌

Investments,

at

value

-

87.3%

(Cost

$59,141,706)

$

59,806,070‌

Total

Written

Options

-

(0.3)%

(Premiums

Received

$(458,444))

(176,000‌)

Other

Assets

&

Liabilities,

Net

-

13.0%

8,909,281‌

Net

Assets

-

100.0%

$

68,539,351‌

ABSOLUTE

STRATEGIES

FUND

SCHEDULE

OF

PUT

OPTIONS

WRITTEN

March

31,

2020

13

Absolute

Funds

See

Notes

to

Financial

Statements.

Contracts

Security

Description

Strike

Price

Exp.

Date

Notional

Contract

Value

Value

Written

Options

-

(0.3)%

Put

Options

Written

-

(0.3)%

(1,000‌)

SPDR

S&P

500

ETF

Trust

$

180.00‌

04/20

$

18,000,000‌

$

(23,000‌)

(3,000‌)

SPDR

S&P

500

ETF

Trust

180.00‌

04/20

54,000,000‌

(153,000‌)

Total

Put

Options

Written

(Premiums

Received

$(458,444))

(176,000‌)

Total

Written

Options

-

(0.3)%

(Premiums

Received

$(458,444))

$

(176,000‌)

ABSOLUTE

STRATEGIES

FUND

NOTES

TO

SCHEDULES

OF

INVESTMENTS

AND

PUT

OPTIONS

WRITTEN

March

31,

2020

14

Absolute

Funds

See

Notes

to

Financial

Statements.

At

March

31,

2020

,

the

Fund

held

the

following

exchange

traded

futures

contracts:

Affiliated

investments

are

investments

that

are

managed

by

the

adviser,

and

are

noted

in

the

Absolute

Strategies

Fund’s

Schedule

of

Investments.

Transactions

during

the

period

with

affiliates

were

as

follows:

At

March

31,

2020,

the

value

of

investments

in

affiliated

companies

was

$34,913,104

representing

50.94%

of

net

assets,

and

the

total

cost

was

$32,372,584.

Net

unrealized

appreciation

was

$277,403,

net

realized

gain

was

$5,446,

total

capital

gain

distributions

were

$410,227

and

investment

income

was

$235,075.

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

and

other

financial

instruments

and

liabilities

as

of

March

31,

2020. 

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.

ADR

American

Depositary

Receipt

ETF

Exchange

Traded

Fund

ETN

Exchange

Traded

Note

MLP

Master

Limited

Partnership

PLC

Public

Limited

Company

REIT

Real

Estate

Investment

Trust

(a)

Non-income

producing

security.

(b)

Variable

rate

security,

the

interest

rate

of

which

adjusts

periodically

based

on

changes

in

current

interest

rates.

Rate

represented

is

as

of

March

31,

2020.

(c)

Affiliated

Company.

(d)

Dividend

yield

changes

daily

to

reflect

current

market

conditions.

Rate

was

the

quoted

yield

as

of

March

31,

2020.

Contracts

Description

Expiration

Date

Notional

Contract

Value

Value

Net

Unrealized

Depreciation

(60‌)

Nasdaq

100

E-mini

Future

06/19/20

$

(9,166,726‌)

$

(9,343,500‌)

$

(176,774‌)

(120‌)

S&P

500

E-mini

Future

06/19/20

(15,160,778‌)

(15,418,200‌)

(257,422‌)

(40‌)

U.S.

10-Year

Note

Future

06/19/20

(5,516,356‌)

(5,547,500‌)

(31,144‌)

$

(29,843,860‌)

$

(30,309,200‌)

$

(465,340‌)

Investment

Companies

Absolute

Capital

Opportunities

Fund

Balance

3/31/2019

Gross

Additions

Gross

Reductions

Change

in

Unrealized

Depreciation

Balance

3/31/2020

Realized

Loss

Capital

Gain

Distributions

Investment

Income

Shares

1,713,508‌

–‌

(428,421‌)

–‌

1,285,087‌

Cost

$

18,084,900‌

$

–‌

$

(5,122,911‌)

$

–‌

$

12,961,989‌

$(122,911)

$

–‌

$

–‌

Value

19,705,339‌

–‌

–‌

710,112‌

15,292,540‌

Absolute

Convertible

Arbitrage

Fund

Balance

3/31/2019

Gross

Additions

Gross

Reductions

Change

in

Unrealized

Depreciation

Balance

3/31/2020

Realized

Gain

Capital

Gain

Distributions

Investment

Income

Shares

2,314,548‌

61,116‌

(474,446‌)

–‌

1,901,218‌

Cost

$

23,636,935‌

$

645,302‌

$

(4,871,642‌)

$

–‌

$

19,410,595‌

$

128,357‌

$

410,227‌

$

235,075‌

Value

24,279,613‌

–‌

–‌

(432,709‌)

19,620,564‌

Level

1

Level

2

Level

3

Total

Assets

Investments

at

Value

Common

Stock

Communication

Services

$

614,261‌

$

–‌

$

–‌

$

614,261‌

Consumer

Discretionary

1,933,585‌

–‌

–‌

1,933,585‌

Consumer

Staples

1,040,215‌

–‌

–‌

1,040,215‌

Energy

1,546,330‌

–‌

–‌

1,546,330‌

Financials

3,916,023‌

–‌

–‌

3,916,023‌

Health

Care

2,436,415‌

–‌

–‌

2,436,415‌

Industrials

614,400‌

–‌

–‌

614,400‌

Information

Technology

811,855‌

–‌

–‌

811,855‌

Materials

2,878,766‌

–‌

–‌

2,878,766‌

Real

Estate

618,345‌

–‌

–‌

618,345‌

Utilities

902,375‌

–‌

–‌

902,375‌

Asset

Backed

Obligations

–‌

226,931‌

–‌

226,931‌

ABSOLUTE

STRATEGIES

FUND

NOTES

TO

SCHEDULES

OF

INVESTMENTS

AND

PUT

OPTIONS

WRITTEN

March

31,

2020

15

Absolute

Funds

See

Notes

to

Financial

Statements.

* Other

Financial

Instruments

are

derivatives

not

reflected

in

the

Schedule

of

Investments,

such

as

futures,

which

are

valued

at

the

unrealized

appreciation/(depreciation)

and

written

options,

which

are

reported

at

their

market

value at

year

end. 

Level

1

Level

2

Level

3

Total

Investment

Companies

$

34,913,104‌

$

–‌

$

–‌

$

34,913,104‌

Money

Market

Fund

–‌

6,844,715‌

–‌

6,844,715‌

Purchased

Options

507,000‌

1,750‌

–‌

508,750‌

Investments

at

Value

$

52,732,674‌

$

7,073,396‌

$

–‌

$

59,806,070‌

Total

Assets

$

52,732,674‌

$

7,073,396‌

$

–‌

$

59,806,070‌

Liabilities

Other

Financial

Instruments*

Written

Options

(176,000‌)

–‌

–‌

(176,000‌)

Futures

(465,340‌)

–‌

–‌

(465,340‌)

Total

Other

Financial

Instruments*

$

(641,340‌)

$

–‌

$

–‌

$

(641,340‌)

Total

Liabilities

$

(641,340‌)

$

–‌

$

–‌

$

(641,340‌)

ABSOLUTE

CAPITAL

OPPORTUNITIES

FUND

PORTFOLIO

HOLDINGS

SUMMARY

(Unaudited)

March

31,

2020

16

Absolute

Funds

See

Notes

to

Financial

Statements.

*

Consists

of

deposits

with

the

custodian

and/or

brokers

for

securities

sold

short,

prepaid

expenses,

receivables,

payables

and

accrued

liabilities.

Deposits

with

the

custodian

and/or

brokers

for

securities

sold

short

represent

38.8% of

net

assets.

See

Note

2

of

the

accompanying

Notes

to

Financial

Statements.

Portfolio

Breakdown

(%

of

Net

Assets)

Common

Stock

63.0‌%

Money

Market

Fund

20.9‌%

Purchased

Options

5.0‌%

Written

Options

(27.0‌)%

Other

Assets

&

Liabilities,

Net

*

38.1‌%

100.0%

ABSOLUTE

CAPITAL

OPPORTUNITIES

FUND

SCHEDULE

OF

INVESTMENTS

March

31,

2020

17

Absolute

Funds

See

Notes

to

Financial

Statements.

Shares

Security

Description

Value

Common

Stock

-

63.0%

Communication

Services

-

9.9%

644‌

Alphabet,

Inc.,

Class A 

(a)

$

748,296‌

964‌

Alphabet,

Inc.,

Class C 

(a)(b)

1,120,949‌

1,820‌

Charter

Communications,

Inc.,

Class A 

(a)

794,084‌

16,100‌

Discovery,

Inc.,

Class C 

(a)(b)

282,394‌

7,609‌

Facebook,

Inc.,

Class A 

(a)(b)

1,269,181‌

6,385‌

Motorola

Solutions,

Inc.

848,694‌

47,399‌

ViacomCBS,

Inc. 

(b)

664,060‌

5,727,658‌

Consumer

Discretionary

-

18.0%

378‌

Amazon.com,

Inc. 

(a)(b)

736,994‌

662‌

Booking

Holdings,

Inc. 

(a)

890,602‌

24,471‌

CarMax,

Inc. 

(a)(c)

1,317,274‌

16,061‌

del

Taco

Restaurants,

Inc. 

(a)

55,089‌

19,145‌

Delta

Air

Lines,

Inc. 

(b)

546,207‌

20,687‌

Expedia

Group,

Inc.

1,164,057‌

29,620‌

General

Motors

Co. 

(b)

615,504‌

54,650‌

Gildan

Activewear,

Inc.

697,334‌

16,350‌

Hasbro,

Inc. 

(b)

1,169,843‌

12,230‌

Mohawk

Industries,

Inc. 

(a)

932,415‌

191‌

NVR,

Inc. 

(a)

490,700‌

8,805‌

Robert

Half

International,

Inc.

332,389‌

3,211‌

Spark

Networks

SE,

ADR 

(a)

8,284‌

12,226‌

The

Walt

Disney

Co. 

(b)

1,181,032‌

9,400‌

United

Airlines

Holdings,

Inc. 

(a)

296,570‌

10,434,294‌

Consumer

Staples

-

3.8%

2,353‌

AMERCO 

(a)

683,664‌

19,750‌

Philip

Morris

International,

Inc. 

(b)

1,440,960‌

2,800‌

The

Kraft

Heinz

Co. 

(c)

69,272‌

2,193,896‌

Financials

-

14.9%

11,869‌

American

Express

Co. 

(b)

1,016,105‌

4,699‌

Aon

PLC

775,523‌

7,546‌

Berkshire

Hathaway,

Inc.,

Class B 

(a)

1,379,635‌

40,022‌

CBRE

Group,

Inc.,

Class A 

(a)

1,509,230‌

4,379‌

Citigroup,

Inc. 

(b)

184,443‌

5,725‌

JPMorgan

Chase

&

Co.

515,422‌

16,775‌

Northern

Trust

Corp.

1,265,841‌

15,073‌

The

Blackstone

Group,

Inc.

686,877‌

18,155‌

The

Charles

Schwab

Corp. 

(b)

610,371‌

4,440‌

Visa,

Inc.,

Class A 

(b)

715,373‌

8,658,820‌

Health

Care

-

1.5%

3,640‌

Becton

Dickinson

and

Co. 

(b)

836,363‌

Industrials

-

5.4%

9,823‌

Jacobs

Engineering

Group,

Inc.

778,669‌

1,165‌

Lockheed

Martin

Corp. 

(b)

394,877‌

53,186‌

Quanta

Services,

Inc. 

(c)

1,687,592‌

1,772‌

The

Boeing

Co. 

(b)

264,276‌

3,125,414‌

Information

Technology

-

9.5%

6,654‌

Analog

Devices,

Inc. 

(c)

596,531‌

9,420‌

Apple,

Inc. 

(b)(c)

2,395,412‌

3,590‌

Autodesk,

Inc. 

(a)

560,399‌

32,875‌

Covetrus,

Inc. 

(a)

267,603‌

16,394‌

GoDaddy,

Inc.,

Series A 

(a)

936,261‌

17,610‌

SS&C

Technologies

Holdings,

Inc.

771,670‌

5,527,876‌

Total

Common

Stock

(Cost

$42,755,998)

36,504,321‌

ABSOLUTE

CAPITAL

OPPORTUNITIES

FUND

SCHEDULE

OF

INVESTMENTS

March

31,

2020

18

Absolute

Funds

See

Notes

to

Financial

Statements.

Shares

Security

Description

Value

Money

Market

Fund

-

20.9%

12,100,835‌

BlackRock

Liquidity

Funds

T-Fund

Portfolio,

Institutional

Shares,

0.21% 

(d)

(Cost

$12,100,835)

$

12,100,835‌

Contracts

Security

Description

Strike

Price

Exp.

Date

Notional

Contract

Value

Value

Purchased

Options

-

5.0%

Call

Options

Purchased

-

3.8%

2‌

Alphabet,

Inc.

$

1,000.00‌

01/22

$

200,000‌

54,800‌

5‌

BlackRock,

Inc.

320.00‌

01/22

160,000‌

76,000‌

48‌

Bristol-Myers

Squibb

Co.

45.00‌

01/22

216,000‌

64,680‌

65‌

CVS

Health

Corp.

57.50‌

01/22

373,750‌

67,600‌

22‌

Johnson

&

Johnson

105.00‌

01/22

231,000‌

69,960‌

12‌

Microsoft

Corp.

125.00‌

01/22

150,000‌

55,200‌

72‌

Occidental

Petroleum

Corp.

30.00‌

01/22

216,000‌

20,160‌

161‌

Pfizer,

Inc.

33.00‌

01/22

531,300‌

61,180‌

600‌

Quanta

Services,

Inc.

50.00‌

05/20

3,000,000‌

600‌

3,750‌

SPDR

S&P

500

ETF

Trust

342.00‌

05/20

128,250,000‌

26,250‌

3,750‌

SPDR

S&P

500

ETF

Trust

280.00‌

05/20

105,000,000‌

1,687,500‌

112‌

ViacomCBS,

Inc.

40.00‌

06/20

448,000‌

112‌

Total

Call

Options

Purchased

(Premiums

Paid

$5,157,532)

2,184,042‌

Put

Options

Purchased

-

1.2%

3,681‌

SPDR

S&P

500

ETF

Trust

(Premiums

Paid

$997,503)

180.00‌

05/20

94,877,775‌

706,752‌

Total

Purchased

Options

(Premiums

Paid

$6,155,035)

2,890,794‌

Investments,

at

value

-

88.9%

(Cost

$61,011,868)

$

51,495,950‌

Total

Written

Options

-

(27.0)%

(Premiums

Received

$(14,324,388))

(15,673,109‌)

Other

Assets

&

Liabilities,

Net

-

38.1%

22,127,394‌

Net

Assets

-

100.0%

$

57,950,235‌

ABSOLUTE

CAPITAL

OPPORTUNITIES

FUND

SCHEDULE

OF

CALL

AND

PUT

OPTIONS

WRITTEN

March

31,

2020

19

Absolute

Funds

See

Notes

to

Financial

Statements.

Contracts

Security

Description

Strike

Price

Exp.

Date

Notional

Contract

Value

Value

Written

Options

-

(27.0)%

Call

Options

Written

-

(21.9)%

(66‌)

Analog

Devices,

Inc.

$

135.00‌

01/21

$

591,690‌

$

(66‌)

(48‌)

Apple,

Inc.

330.00‌

01/21

1,220,592‌

(31,200‌)

(46‌)

Apple,

Inc.

280.00‌

01/21

1,169,734‌

(89,010‌)

(24‌)

CarMax,

Inc.

105.00‌

01/21

129,192‌

(4,260‌)

(399‌)

Quanta

Services,

Inc.

45.00‌

05/20

1,266,027‌

(399‌)

(2,307‌)

SPDR

S&P

500

ETF

Trust

210.00‌

07/20

59,462,925‌

(12,577,764‌)

(28‌)

The

Kraft

Heinz

Co.

40.00‌

01/21

69,272‌

(560‌)

Total

Call

Options

Written

(Premiums

Received

$(13,560,876))

(12,703,259‌)

Put

Options

Written

-

(5.1)%

(20‌)

Acuity

Brands,

Inc.

105.00‌

12/20

210,000‌

(51,400‌)

(24‌)

Agilent

Technologies,

Inc.

77.50‌

01/21

186,000‌

(29,280‌)

(3‌)

Alphabet,

Inc.

1,300.00‌

01/21

390,000‌

(61,650‌)

(5‌)

Amazon.com,

Inc.

1,700.00‌

01/21

850,000‌

(55,950‌)

(37‌)

American

Express

Co.

115.00‌

01/21

425,500‌

(123,765‌)

(31‌)

Apple,

Inc.

280.00‌

01/21

868,000‌

(144,847‌)

(24‌)

Aptiv

PLC

80.00‌

01/21

192,000‌

(78,600‌)

(8‌)

Becton

Dickinson

and

Co.

250.00‌

01/21

200,000‌

(29,200‌)

(34‌)

Bristol-Myers

Squibb

Co.

57.50‌

01/21

195,500‌

(25,670‌)

(10‌)

Cigna

Corp.

190.00‌

01/21

190,000‌

(33,300‌)

(20‌)

Citigroup,

Inc.

65.00‌

06/20

130,000‌

(46,000‌)

(27‌)

Citigroup,

Inc.

70.00‌

01/21

189,000‌

(76,612‌)

(38‌)

Comcast

Corp.

42.50‌

06/20

161,500‌

(31,160‌)

(107‌)

Comcast

Corp.

40.00‌

01/21

428,000‌

(88,275‌)

(67‌)

Conagra

Brands,

Inc.

28.00‌

01/21

187,600‌

(28,140‌)

(13‌)

CVS

Health

Corp.

65.00‌

01/21

84,500‌

(15,308‌)

(85‌)

Delta

Air

Lines,

Inc.

50.00‌

01/21

425,000‌

(192,950‌)

(69‌)

Discovery,

Inc.

27.50‌

01/21

189,750‌

(62,445‌)

(24‌)

Dollar

Tree,

Inc.

80.00‌

01/21

192,000‌

(35,040‌)

(22‌)

Facebook,

Inc.

195.00‌

01/21

429,000‌

(81,345‌)

(14‌)

FedEx

Corp.

140.00‌

06/20

196,000‌

(31,892‌)

(66‌)

General

Motors

Co.

30.00‌

01/21

198,000‌

(66,000‌)

(24‌)

Hasbro,

Inc.

85.00‌

01/21

204,000‌

(54,600‌)

(18‌)

International

Flavors

&

Fragrances,

Inc.

100.00‌

12/20

180,000‌

(25,650‌)

(16‌)

Johnson

&

Johnson

135.00‌

06/20

216,000‌

(20,000‌)

(16‌)

Johnson

&

Johnson

120.00‌

06/20

192,000‌

(9,280‌)

(33‌)

Johnson

&

Johnson

130.00‌

01/21

429,000‌

(47,520‌)

(12‌)

Laboratory

Corp.

of

America

Holdings

160.00‌

08/20

192,000‌

(45,780‌)

(5‌)

Lockheed

Martin

Corp.

370.00‌

01/21

185,000‌

(33,275‌)

(17‌)

Lowe's

Cos.,

Inc.

110.00‌

01/21

187,000‌

(50,830‌)

(29‌)

Microsoft

Corp.

140.00‌

01/21

406,000‌

(34,858‌)

(41‌)

Mondelez

International,

Inc.

47.00‌

01/21

192,700‌

(19,167‌)

(59‌)

Nordstrom,

Inc.

32.50‌

01/21

191,750‌

(106,643‌)

(53‌)

Philip

Morris

International,

Inc.

80.00‌

01/21

424,000‌

(78,838‌)

(39‌)

PPG

Industries,

Inc.

110.00‌

01/21

429,000‌

(110,760‌)

(20‌)

Quest

Diagnostics,

Inc.

95.00‌

08/20

190,000‌

(38,800‌)

(40‌)

Southwest

Airlines

Co.

47.50‌

01/21

190,000‌

(58,600‌)

(6‌)

The

Boeing

Co.

305.00‌

06/20

183,000‌

(93,750‌)

(107‌)

The

Charles

Schwab

Corp.

40.00‌

01/21

428,000‌

(101,115‌)

(38‌)

The

Coca-Cola

Co.

50.00‌

01/21

190,000‌

(31,160‌)

(6‌)

The

Cooper

Cos.,

Inc.

300.00‌

12/20

180,000‌

(31,260‌)

(7‌)

The

Goldman

Sachs

Group,

Inc.

205.00‌

06/20

143,500‌

(36,540‌)

(9‌)

The

Goldman

Sachs

Group,

Inc.

215.00‌

01/21

193,500‌

(58,702‌)

(9‌)

The

Home

Depot,

Inc.

200.00‌

01/21

180,000‌

(30,578‌)

(28‌)

The

Walt

Disney

Co.

135.00‌

01/21

378,000‌

(116,550‌)

(6‌)

Thermo

Fisher

Scientific,

Inc.

300.00‌

01/21

180,000‌

(24,900‌)

(18‌)

United

Technologies

Corp.

135.00‌

06/20

243,000‌

(74,880‌)

(14‌)

United

Technologies

Corp.

135.00‌

01/21

189,000‌

(61,600‌)

(37‌)

Verizon

Communications,

Inc.

52.50‌

01/21

194,250‌

(19,795‌)

(56‌)

ViacomCBS,

Inc.

35.00‌

01/21

196,000‌

(120,120‌)

(11‌)

Visa,

Inc.

170.00‌

01/21

187,000‌

(30,140‌)

ABSOLUTE

CAPITAL

OPPORTUNITIES

FUND

SCHEDULE

OF

CALL

AND

PUT

OPTIONS

WRITTEN

March

31,

2020

20

Absolute

Funds

See

Notes

to

Financial

Statements.

Contracts

Security

Description

Strike

Price

Exp.

Date

Value

Put

Options

Written

-

(5.1)%

(continued)

(21‌)

Walmart,

Inc.

$

105.00‌

09/20

$

220,500‌

$

(15,330‌)

Total

Put

Options

Written

(Premiums

Received

$(763,512))

(2,969,850‌)

Total

Written

Options

-

(27.0)%

(Premiums

Received

$(14,324,388))

$

(15,673,109‌)

ABSOLUTE

CAPITAL

OPPORTUNITIES

FUND

NOTES

TO

SCHEDULES

OF

INVESTMENTS

AND

CALL

AND

PUT

OPTIONS

WRITTEN

March

31,

2020

21

Absolute

Funds

See

Notes

to

Financial

Statements.

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

and

other

financial

instruments

and

liabilities

as

of

March

31,

2020. 

The

inputs

or

methodology

used

for

valuing

securities

are

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

For

more

information

on

valuation

inputs,

and

their

aggregation

into

the

levels

used

in

the

table

below,

please

refer

to

the

Security

Valuation

section

in

Note

2

of

the

accompanying

Notes

to

Financial

Statements.

* Other

Financial

Instruments

are

derivatives

not

reflected

in

the

Schedules

of

Investments

and

Call

and

Put

Options

Written,

such

as

written

options,

which

are

reported

at

their

market

value at

year

end. 

ADR

American

Depositary

Receipt

ETF

Exchange

Traded

Fund

PLC

Public

Limited

Company

(a)

Non-income

producing

security.

(b)

Subject

to

put

option

written

by

the

Fund.

(c)

Subject

to

call

option

written

by

the

Fund.

(d)

Dividend

yield

changes

daily

to

reflect

current

market

conditions.

Rate

was

the

quoted

yield

as

of

March

31,

2020.

Level

1

Level

2

Level

3

Total

Assets

Investments

at

Value

Common

Stock

Communication

Services

$

5,727,658‌

$

–‌

$

–‌

$

5,727,658‌

Consumer

Discretionary

10,434,294‌

–‌

–‌

10,434,294‌

Consumer

Staples

2,193,896‌

–‌

–‌

2,193,896‌

Financials

8,658,820‌

–‌

–‌

8,658,820‌

Health

Care

836,363‌

–‌

–‌

836,363‌

Industrials

3,125,414‌

–‌

–‌

3,125,414‌

Information

Technology

5,527,876‌

–‌

–‌

5,527,876‌

Money

Market

Fund

–‌

12,100,835‌

–‌

12,100,835‌

Purchased

Options

2,694,202‌

196,592‌

–‌

2,890,794‌

Investments

at

Value

$

39,198,523‌

$

12,297,427‌

$

–‌

$

51,495,950‌

Total

Assets

$

39,198,523‌

$

12,297,427‌

$

–‌

$

51,495,950‌

Liabilities

Other

Financial

Instruments*

Written

Options

(884,570‌)

(14,788,539‌)

–‌

(15,673,109‌)

Total

Liabilities

$

(884,570‌)

$

(14,788,539‌)

$

–‌

$

(15,673,109‌)

Absolute

Convertible

Arbitrage

Fund

Portfolio

Holdings

Summary

(Unaudited)

March

31,

2020

22

Absolute

Funds

See

Notes

to

Financial

Statements.

*

Consists

of

deposits

with

the

custodian

and/or

brokers

for

securities

sold

short,

cash,

prepaid

expenses,

receivables,

payables

and

accrued

liabilities.

Deposits

with

the

custodian

and/or

brokers

for

securities

sold

short

represent 37.3

%

of

net

assets.

See

Note

2

of

the

accompanying

Notes

to

Financial

Statements.

Portfolio

Breakdown

(%

of

Net

Assets)

Long

Positions

Corporate

Convertible

Bonds

85.8‌%

Money

Market

Fund

15.4‌%

Short

Positions

Common

Stock

(38.2‌)%

Other

Assets

&

Liabilities,

Net

*

37.0‌%

100.0%

Absolute

Convertible

Arbitrage

Fund

Schedule

of

Investments

March

31,

2020

23

Absolute

Funds

See

Notes

to

Financial

Statements.

‘ll

Principal

Security

Description

Rate

Maturity

Value

Long

Positions

-

101.2%

Corporate

Convertible

Bonds

-

85.8%

Communication

Services

-

12.7%

$

1,000,000‌

8x8,

Inc.

0.50%

02/01/24

$

876,011‌

1,000,000‌

FireEye,

Inc. 

(a)

1.63 

06/01/35

907,730‌

1,250,000‌

FireEye,

Inc. 

(a)

0.88 

06/01/24

1,056,250‌

500,000‌

Global

Eagle

Entertainment,

Inc. 

(a)(b)

2.75 

02/15/35

41,959‌

1,000,000‌

Harmonic,

Inc. 

(c)

2.00 

09/01/24

984,535‌

2,000,000‌

Infinera

Corp. 

(a)

2.13 

09/01/24

1,686,124‌

2,000,000‌

InterDigital,

Inc. 

(c)

2.00 

06/01/24

1,841,300‌

500,000‌

Palo

Alto

Networks,

Inc.

0.75 

07/01/23

483,847‌

500,000‌

Proofpoint,

Inc. 

(c)

0.25 

08/15/24

470,625‌

2,000,000‌

Q2

Holdings,

Inc.

0.75 

02/15/23

2,367,500‌

1,500,000‌

RingCentral,

Inc. 

(c)(d)

0.00 

03/01/25

1,397,103‌

1,000,000‌

Snap,

Inc. 

(c)

0.75 

08/01/26

881,027‌

1,000,000‌

Twitter,

Inc.

0.25 

06/15/24

899,249‌

1,702,000‌

Twitter,

Inc.,

Series 2014

1.00 

09/15/21

1,612,750‌

1,500,000‌

Vonage

Holdings

Corp. 

(c)

1.75 

06/01/24

1,217,689‌

1,000,000‌

Wix.com,

Ltd. 

(d)

0.46 -

0.52 

07/01/23

991,526‌

17,715,225‌

Consumer

Discretionary

-

6.1%

2,000,000‌

Chegg,

Inc. 

(a)

0.25 

05/15/23

2,853,000‌

500,000‌

Etsy,

Inc. 

(c)

0.13 

10/01/26

414,068‌

1,000,000‌

Guess?,

Inc. 

(c)

2.00 

04/15/24

592,803‌

1,513,000‌

Live

Nation

Entertainment,

Inc.

2.50 

03/15/23

1,441,935‌

500,000‌

Live

Nation

Entertainment,

Inc. 

(c)

2.00 

02/15/25

399,650‌

1,500,000‌

MercadoLibre,

Inc.

2.00 

08/15/28

1,959,375‌

1,500,000‌

Wayfair,

Inc. 

(c)

1.00 

08/15/26

872,787‌

8,533,618‌

Consumer

Staples

-

3.5%

1,600,000‌

Flexion

Therapeutics,

Inc. 

(a)

3.38 

05/01/24

1,243,231‌

2,550,000‌

FTI

Consulting,

Inc. 

(a)

2.00 

08/15/23

3,338,673‌

500,000‌

The

Chefs'

Warehouse,

Inc. 

(b)(c)

1.88 

12/01/24

310,938‌

4,892,842‌

Energy

-

0.5%

500,000‌

Helix

Energy

Solutions

Group,

Inc. 

(a)

4.13 

09/15/23

330,179‌

500,000‌

Newpark

Resources,

Inc. 

(a)

4.00 

12/01/21

372,557‌

702,736‌

Financials

-

3.2%

61,000‌

Encore

Capital

Group,

Inc. 

(a)

3.00 

07/01/20

59,929‌

1,526,000‌

Encore

Capital

Group,

Inc. 

(a)

2.88 

03/15/21

1,374,119‌

950,000‌

Encore

Capital

Group,

Inc. 

(b)(c)

3.25 

10/01/25

719,117‌

1,500,000‌

Square,

Inc. 

(c)

0.13 

03/01/25

1,303,812‌

1,000,000‌

Zillow

Group,

Inc. 

(c)

0.75 

09/01/24

1,017,955‌

4,474,932‌

Health

Care

-

14.1%

1,500,000‌

Accuray,

Inc. 

(a)(b)(c)

3.75 

07/15/22

1,152,973‌

1,000,000‌

Allscripts

Healthcare

Solutions,

Inc. 

(a)(c)

0.88 

01/01/27

797,945‌

750,000‌

Bridgebio

Pharma,

Inc. 

(c)

2.50 

03/15/27

719,139‌

1,541,000‌

CONMED

Corp.

2.63 

02/01/24

1,434,152‌

2,065,000‌

Exact

Sciences

Corp. 

(a)

1.00 

01/15/25

2,249,376‌

1,750,000‌

Heska

Corp. 

(c)

3.75 

09/15/26

1,690,208‌

1,514,000‌

Insulet

Corp.

1.38 

11/15/24

2,788,625‌

500,000‌

Insulet

Corp. 

(c)

0.38 

09/01/26

507,682‌

1,000,000‌

Ironwood

Pharmaceuticals,

Inc. 

(c)

1.50 

06/15/26

1,008,100‌

500,000‌

NanoString

Technologies,

Inc. 

(b)(c)

2.63 

03/01/25

431,135‌

2,000,000‌

NuVasive,

Inc. 

(c)

0.38 

03/15/25

1,701,738‌

1,245,000‌

Repligen

Corp.

0.38 

07/15/24

1,317,728‌

1,000,000‌

Retrophin,

Inc.

2.50 

09/15/25

789,397‌

425,000‌

Revance

Therapeutics,

Inc. 

(c)

1.75 

02/15/27

335,291‌

500,000‌

Supernus

Pharmaceuticals,

Inc.

0.63 

04/01/23

403,990‌

2,000,000‌

Tabula

Rasa

HealthCare,

Inc. 

(c)

1.75 

02/15/26

1,961,250‌

500,000‌

Theravance

Biopharma,

Inc. 

(a)

3.25 

11/01/23

482,500‌

19,771,229‌

Absolute

Convertible

Arbitrage

Fund

Schedule

of

Investments

March

31,

2020

24

Absolute

Funds

See

Notes

to

Financial

Statements.

Principal

Security

Description

Rate

Maturity

Value

Industrials

-

13.4%

$

1,500,000‌

Aerojet

Rocketdyne

Holdings,

Inc.

2.25%

12/15/23

$

2,480,762‌

2,234,000‌

Chart

Industries,

Inc. 

(c)

1.00 

11/15/24

1,757,094‌

1,000,000‌

Granite

Construction,

Inc. 

(c)

2.75 

11/01/24

763,242‌

1,500,000‌

II-VI,

Inc.

0.25 

09/01/22

1,377,379‌

1,859,000‌

Kaman

Corp. 

(a)

3.25 

05/01/24

1,819,142‌

1,500,000‌

KBR,

Inc.

2.50 

11/01/23

1,558,145‌

1,005,000‌

Knowles

Corp.

3.25 

11/01/21

1,037,034‌

2,700,000‌

Mesa

Laboratories,

Inc.

1.38 

08/15/25

2,763,401‌

1,500,000‌

SMART

Global

Holdings,

Inc. 

(c)

2.25 

02/15/26

1,328,303‌

425,000‌

TimkenSteel

Corp. 

(a)

6.00 

06/01/21

346,887‌

1,500,000‌

TTM

Technologies,

Inc. 

(a)

1.75 

12/15/20

1,685,440‌

1,000,000‌

Vishay

Intertechnology,

Inc. 

(a)

2.25 

06/15/25

890,625‌

1,200,000‌

Winnebago

Industries,

Inc. 

(c)

1.50 

04/01/25

905,250‌

18,712,704‌

Information

Technology

-

31.0%

1,500,000‌

Akamai

Technologies,

Inc. 

(c)

0.38 

09/01/27

1,496,742‌

1,500,000‌

Altair

Engineering,

Inc.

0.25 

06/01/24

1,306,311‌

1,330,000‌

Alteryx,

Inc. 

(a)(c)

1.00 

08/01/26

1,199,573‌

2,000,000‌

Bandwidth,

Inc. 

(c)

0.25 

03/01/26

1,938,063‌

1,000,000‌

Blackline,

Inc. 

(c)

0.13 

08/01/24

980,927‌

1,500,000‌

Coupa

Software,

Inc. 

(c)

0.13 

06/15/25

1,661,063‌

1,000,000‌

CyberArk

Software,

Ltd. 

(c)(d)

0.00 -

0.21 

11/15/24

871,371‌

1,500,000‌

DocuSign,

Inc.

0.50 

09/15/23

2,114,508‌

2,500,000‌

Envestnet,

Inc. 

(a)

1.75 

06/01/23

2,567,594‌

500,000‌

Everbridge,

Inc. 

(a)(c)

0.13 

12/15/24

568,437‌

1,000,000‌

Evolent

Health,

Inc.

1.50 

10/15/25

630,600‌

3,000,000‌

Five9,

Inc. 

(a)

0.13 

05/01/23

5,702,173‌

1,500,000‌

Guidewire

Software,

Inc.

1.25 

03/15/25

1,452,727‌

1,000,000‌

Impinj,

Inc. 

(c)

2.00 

12/15/26

789,054‌

1,500,000‌

Insight

Enterprises,

Inc. 

(c)

0.75 

02/15/25

1,354,614‌

1,000,000‌

J2

Global,

Inc. 

(c)

1.75 

11/01/26

917,500‌

1,500,000‌

Lumentum

Holdings,

Inc. 

(c)

0.50 

12/15/26

1,530,000‌

2,000,000‌

MongoDB,

Inc. 

(c)

0.25 

01/15/26

1,948,750‌

2,500,000‌

Perficient,

Inc.

2.38 

09/15/23

2,394,618‌

1,500,000‌

SailPoint

Technologies

Holding,

Inc. 

(c)

0.13 

09/15/24

1,282,500‌

1,200,000‌

Sea,

Ltd. 

(c)

1.00 

12/01/24

1,335,139‌

1,516,000‌

Silicon

Laboratories,

Inc.

1.38 

03/01/22

1,682,920‌

1,000,000‌

Splunk,

Inc.

1.13 

09/15/25

1,107,500‌

691,000‌

Veeco

Instruments,

Inc.

2.70 

01/15/23

569,968‌

2,500,000‌

Vocera

Communications,

Inc. 

(a)

1.50 

05/15/23

2,482,813‌

500,000‌

Workday,

Inc.

0.25 

10/01/22

556,250‌

1,000,000‌

Workiva,

Inc. 

(c)

1.13 

08/15/26

801,179‌

2,000,000‌

Zynga,

Inc. 

(c)

0.25 

06/01/24

2,056,061‌

43,298,955‌

Materials

-

1.3%

1,910,000‌

SSR

Mining,

Inc. 

(b)

2.50 

04/01/39

1,880,483‌

Total

Corporate

Convertible

Bonds

(Cost

$126,633,314)

119,982,724‌

Shares

Security

Description

Value

Money

Market

Fund

-

15.4%

21,537,194‌

BlackRock

Liquidity

Funds

T-Fund

Portfolio,

Institutional

Shares,

0.21% 

(e)

(Cost

$21,537,194)

21,537,194‌

Total

Long

Positions

-

101.2%

(Cost

$148,170,508)

141,519,918‌

Total

Short

Positions

-

(38.2)%

(Proceeds

$(62,827,656))

(53,408,363‌)

Other

Assets

&

Liabilities,

Net

-

37.0%

51,753,797‌

Net

Assets

-

100.0%

$

139,865,352‌

Absolute

Convertible

Arbitrage

Fund

Schedule

of

Securities

Sold

Short

March

31,

2020

25

Absolute

Funds

See

Notes

to

Financial

Statements.

Shares

Security

Description

Value

Short

Positions

-

(38.2)%

Common

Stock

-

(38.2)%

Communication

Services

-

(4.6)%

(23,322‌)

8x8,

Inc.

$

(323,243‌)

(19,341‌)

FireEye,

Inc.

(204,628‌)

(75,000‌)

Harmonic,

Inc.

(432,000‌)

(110,519‌)

Infinera

Corp.

(585,751‌)

(4,900‌)

InterDigital,

Inc.

(218,687‌)

(542‌)

Palo

Alto

Networks,

Inc.

(88,866‌)

(49,553‌)

Perficient,

Inc.

(1,342,391‌)

(1,728‌)

Proofpoint,

Inc.

(177,275‌)

(26,952‌)

Q2

Holdings,

Inc.

(1,591,785‌)

(1,904‌)

RingCentral,

Inc.,

Class A

(403,477‌)

(25,976‌)

Snap,

Inc.

(308,855‌)

(4,500‌)

Twitter,

Inc.

(110,520‌)

(38,200‌)

Vonage

Holdings

Corp.

(276,186‌)

(3,530‌)

Wix.com,

Ltd.

(355,894‌)

(6,419,558‌)

Consumer

Discretionary

-

(3.4)%

(59,310‌)

Chegg,

Inc.

(2,122,112‌)

(3,200‌)

Etsy,

Inc.

(123,008‌)

(22,550‌)

Guess?,

Inc.

(152,663‌)

(14,050‌)

Live

Nation

Entertainment,

Inc.

(638,713‌)

(2,827‌)

MercadoLibre,

Inc.

(1,381,216‌)

(6,450‌)

Wayfair,

Inc.,

Class A

(344,688‌)

(4,762,400‌)

Consumer

Staples

-

(1.7)%

(25,100‌)

Flexion

Therapeutics,

Inc.

(197,537‌)

(18,012‌)

FTI

Consulting,

Inc.

(2,157,297‌)

(7,000‌)

The

Chefs'

Warehouse,

Inc.

(70,490‌)

(2,425,324‌)

Energy

-

0.0%

(26,000‌)

Helix

Energy

Solutions

Group,

Inc.

(42,640‌)

(15,000‌)

Newpark

Resources,

Inc.

(13,455‌)

(56,095‌)

Financials

-

(1.0)%

(19,993‌)

Encore

Capital

Group,

Inc.

(467,436‌)

(4,000‌)

Square,

Inc.

(209,520‌)

(18,075‌)

Zillow

Group,

Inc.

(651,062‌)

(1,328,018‌)

Health

Care

-

(6.5)%

(113,543‌)

Accuray,

Inc.

(215,732‌)

(41,800‌)

Allscripts

Healthcare

Solutions,

Inc.

(294,272‌)

(10,200‌)

Bridgebio

Pharma,

Inc.

(295,800‌)

(10,602‌)

CONMED

Corp.

(607,176‌)

(17,350‌)

Exact

Sciences

Corp.

(1,006,300‌)

(13,300‌)

Heska

Corp.

(735,490‌)

(15,970‌)

Insulet

Corp.

(2,645,910‌)

(54,123‌)

Ironwood

Pharmaceuticals,

Inc.

(546,101‌)

(6,300‌)

NanoString

Technologies,

Inc.

(151,515‌)

(8,400‌)

NuVasive,

Inc.

(425,544‌)

(6,843‌)

Repligen

Corp.

(660,623‌)

(13,102‌)

Retrophin,

Inc.

(191,158‌)

(9,200‌)

Revance

Therapeutics,

Inc.

(136,160‌)

(17,800‌)

Tabula

Rasa

HealthCare,

Inc.

(930,762‌)

(7,593‌)

Theravance

Biopharma,

Inc.

(175,474‌)

(9,018,017‌)

Industrials

-

(6.0)%

(50,955‌)

Aerojet

Rocketdyne

Holdings,

Inc.

(2,131,447‌)

(24,400‌)

Chart

Industries,

Inc.

(707,112‌)

(17,289‌)

Granite

Construction,

Inc.

(262,447‌)

(12,300‌)

II-VI,

Inc.

(350,550‌)

(9,200‌)

Kaman

Corp.

(353,924‌)

(38,607‌)

KBR,

Inc.

(798,393‌)

(24,700‌)

Knowles

Corp.

(330,486‌)

Absolute

Convertible

Arbitrage

Fund

Schedule

of

Securities

Sold

Short

March

31,

2020

26

Absolute

Funds

See

Notes

to

Financial

Statements.

Shares

Security

Description

Value

Industrials

-

(6.0)%

(continued)

(5,885‌)

Mesa

Laboratories,

Inc.

$

(1,330,540‌)

(24,077‌)

SMART

Global

Holdings,

Inc.

(585,071‌)

(11,100‌)

TimkenSteel

Corp.

(35,853‌)

(107,455‌)

TTM

Technologies,

Inc.

(1,111,085‌)

(11,354‌)

Vishay

Intertechnology,

Inc.

(163,611‌)

(9,900‌)

Winnebago

Industries,

Inc.

(275,319‌)

(8,435,838‌)

Information

Technology

-

(14.5)%

(8,429‌)

Akamai

Technologies,

Inc.

(771,169‌)

(15,100‌)

Altair

Engineering,

Inc.,

Class A

(400,150‌)

(4,262‌)

Alteryx,

Inc.

(405,615‌)

(13,390‌)

Bandwidth,

Inc.

(901,013‌)

(7,764‌)

Blackline,

Inc.

(408,464‌)

(6,132‌)

Coupa

Software,

Inc.

(856,824‌)

(3,121‌)

CyberArk

Software,

Ltd.

(267,033‌)

(16,150‌)

DocuSign,

Inc.

(1,492,260‌)

(20,700‌)

Envestnet,

Inc.

(1,113,246‌)

(3,090‌)

Everbridge,

Inc.

(328,652‌)

(11,100‌)

Evolent

Health,

Inc.,

Class A

(60,273‌)

(67,085‌)

Five9,

Inc.

(5,129,319‌)

(6,773‌)

Guidewire

Software,

Inc.

(537,167‌)

(19,100‌)

Impinj,

Inc.

(319,161‌)

(14,265‌)

Insight

Enterprises,

Inc.

(600,984‌)

(4,240‌)

J2

Global,

Inc.

(317,364‌)

(10,452‌)

Lumentum

Holdings,

Inc.

(770,312‌)

(5,876‌)

MongoDB,

Inc.

(802,309‌)

(31,517‌)

SailPoint

Technologies

Holding,

Inc.

(479,689‌)

(16,150‌)

Sea,

Ltd.,

ADR

(715,607‌)

(7,960‌)

Silicon

Laboratories,

Inc.

(679,864‌)

(4,400‌)

Splunk,

Inc.

(555,412‌)

(3,100‌)

Veeco

Instruments,

Inc.

(29,667‌)

(41,921‌)

Vocera

Communications,

Inc.

(890,402‌)

(2,000‌)

Workday,

Inc.,

Class A

(260,440‌)

(6,925‌)

Workiva,

Inc.

(223,885‌)

(142,562‌)

Zynga,

Inc.

(976,550‌)

(20,292,831‌)

Materials

-

(0.5)%

(58,900‌)

SSR

Mining,

Inc.

(670,282‌)

Total

Common

Stock

(Proceeds

$(62,827,656))

(53,408,363‌)

Total

Short

Positions

-

(38.2)%

(Proceeds

$(62,827,656))

$

(53,408,363‌)

Absolute

Convertible

Arbitrage

Fund

Notes

to

Schedules

of

Investments

and

Securities

Sold

Short

March

31,

2020

27

Absolute

Funds

See

Notes

to

Financial

Statements.

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

and

liabilities

as

of

March

31,

2020. 

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.

ADR

American

Depositary

Receipt

(a)

All

or

a

portion

of

this

security

is

held

as

collateral

for

securities

sold

short.

(b)

Illiquid

security.

(c)

Security

exempt

from

registration

under

Rule

144A

under

the

Securities

Act

of

1933.

At

the

period

end,

the

value

of

these

securities

amounted

to

$48,213,732

or

34.5%

of

net

assets.

(d)

Zero

coupon

bond.

Interest

rate

presented

is

yield

to

maturity.

(e)

Dividend

yield

changes

daily

to

reflect

current

market

conditions.

Rate

was

the

quoted

yield

as

of

March

31,

2020.

Level

1

Level

2

Level

3

Total

Assets

Investments

at

Value

Corporate

Convertible

Bonds

$

–‌

$

119,982,724‌

$

–‌

$

119,982,724‌

Money

Market

Fund

–‌

21,537,194‌

–‌

21,537,194‌

Investments

at

Value

$

–‌

$

141,519,918‌

$

–‌

$

141,519,918‌

Total

Assets

$

–‌

$

141,519,918‌

$

–‌

$

141,519,918‌

Liabilities

Securities

Sold

Short

Common

Stock

$

(53,408,363‌)

$

–‌

$

–‌

$

(53,408,363‌)

Securities

Sold

Short

$

(53,408,363‌)

$

–‌

$

–‌

$

(53,408,363‌)

Total

Liabilities

$

(53,408,363‌)

$

–‌

$

–‌

$

(53,408,363‌)

ABSOLUTE

FUNDS

STATEMENTS

OF

ASSETS

AND

LIABILITIES

March

31,

2020

28

Absolute

Funds

See

Notes

to

Financial

Statements.

ABSOLUTE

STRATEGIES

FUND

ABSOLUTE

CAPITAL

OPPORTUNITIES

FUND

ABSOLUTE

CONVERTIBLE

ARBITRAGE

FUND

ASSETS

Investments,

at

value

(Cost

$26,769,122,

$61,011,868

and

$148,170,508,

respectively)

$

24,892,966‌

$

51,495,950‌

$

141,519,918‌

Investments

in

affiliates,

at

value

(Cost

$32,372,584,

$0

and

$0,

respectively)

34,913,104‌

–‌

–‌

$

59,806,070‌

$

51,495,950‌

$

141,519,918‌

Cash

2,448‌

–‌

–‌

Deposits

with

broker

for

securities

sold

short

–‌

–‌

52,161,150‌

Deposits

with

broker

for

options

4,047,570‌

22,502,670‌

–‌

Deposits

with

broker

for

futures

3,000,344‌

–‌

–‌

Receivables:

Fund

shares

sold

1,444,398‌

94,149‌

535,235‌

Investment

securities

sold

659,498‌

–‌

3,576,824‌

Dividends

and

interest

90,284‌

62,966‌

417,594‌

Prepaid

expenses

5,885‌

13,359‌

8,605‌

Total

Assets

69,056,497‌

74,169,094‌

198,219,326‌

LIABILITIES

Call

options

written,

at

value

(Premiums

received

$0,

$13,560,876

and

$0,

respectively)

–‌

12,703,259‌

–‌

Put

options

written,

at

value

(Premiums

received

$458,444,

$763,512

and

$0,

respectively)

176,000‌

2,969,850‌

–‌

Securities

sold

short,

at

value

(Proceeds

$0,

$0

and

$62,827,656,

respectively)

–‌

–‌

53,408,363‌

Payables:

Investment

securities

purchased

199,613‌

399,098‌

4,734,780‌

Fund

shares

redeemed

12,658‌

35,041‌

15,499‌

Dividends

on

securities

sold

short

–‌

–‌

12,040‌

Accrued

Liabilities:

Investment

adviser

fees

57,840‌

62,320‌

128,139‌

Fund

services

fees

21,959‌

13,724‌

7,853‌

Other

expenses

49,076‌

35,567‌

47,300‌

Total

Liabilities

517,146‌

16,218,859‌

58,353,974‌

NET

ASSETS

$

68,539,351‌

$

57,950,235‌

$

139,865,352‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

95,918,964‌

$

56,817,853‌

$

139,789,572‌

Distributable

earnings

(27,379,613‌)

1,132,382‌

75,780‌

NET

ASSETS

$

68,539,351‌

$

57,950,235‌

$

139,865,352‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

Institutional

Shares

8,182,098‌

4,871,429‌

13,547,049‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE

Institutional

Shares

(based

on

net

assets

of

$68,539,351,

$57,950,235

and

$139,865,352,

respectively)

$

8.38‌

$

11.90‌

$

10.32‌

ABSOLUTE

FUNDS

STATEMENTS

OF

OPERATIONS

YEAR

ENDED

MARCH

31,

2020

29

Absolute

Funds

See

Notes

to

Financial

Statements.

ABSOLUTE

STRATEGIES

FUND

ABSOLUTE

CAPITAL

OPPORTUNITIES

FUND

ABSOLUTE

CONVERTIBLE

ARBITRAGE

FUND

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$49,905,

$7,357,

$0)

$

604,096‌

$

771,420‌

$

283,655‌

Dividend

income

from

affiliated

investment

235,075‌

–‌

–‌

Interest

income

45,882‌

125,455‌

2,714,281‌

Non-cash

income

–‌

362,918‌

–‌

Total

Investment

Income

885,053‌

1,259,793‌

2,997,936‌

EXPENSES

Investment

adviser

fees

1,284,153‌

818,672‌

1,706,762‌

Fund

services

fees

254,325‌

122,861‌

240,605‌

Custodian

fees

31,969‌

13,308‌

13,259‌

Registration

fees

32,676‌

33,096‌

32,064‌

Professional

fees

52,713‌

43,657‌

66,878‌

Trustees'

fees

and

expenses

5,538‌

4,654‌

6,527‌

Dividend

expense

on

securities

sold

short

–‌

6,856‌

90,871‌

Interest

expense

13,375‌

12,050‌

–‌

Other

expenses

110,007‌

40,949‌

104,769‌

Total

Expenses

1,784,756‌

1,096,103‌

2,261,735‌

Fees

waived

(560,248‌)

(55,095‌)

(242,000‌)

Net

Expenses

1,224,508‌

1,041,008‌

2,019,735‌

NET

INVESTMENT

INCOME

(LOSS)

(339,455‌)

218,785‌

978,201‌

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

(loss)

on:

Investments

in

unaffiliated

issuers

6,751,730‌

10,648,734‌

6,234,812‌

Investments

in

affiliated

issuers

5,446‌

–‌

–‌

Capital

gain

distribution

from

affiliated

issuer

410,227‌

–‌

–‌

Foreign

currency

transactions

(291‌)

(5,593‌)

–‌

Securities

sold

short

–‌

(2,317,550‌)

(4,773,527‌)

Written

options

(2,516,316‌)

5,016,184‌

–‌

Futures

1,972,855‌

–‌

–‌

Net

realized

gain

6,623,651‌

13,341,775‌

1,461,285‌

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments

in

unaffiliated

issuers

(4,369,189‌)

(12,295,793‌)

(13,679,181‌)

Investments

in

affiliated

issuers

277,403‌

–‌

–‌

Foreign

currency

translations

(482‌)

(65‌)

–‌

Securities

sold

short

–‌

2,186,188‌

12,425,753‌

Written

options

202,697‌

(1,739,246‌)

–‌

Futures

286,164‌

–‌

–‌

Net

change

in

unrealized

appreciation

(depreciation)

(3,603,407‌)

(11,848,916‌)

(1,253,428‌)

NET

REALIZED

AND

UNREALIZED

GAIN

3,020,244‌

1,492,859‌

207,857‌

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

2,680,789‌

$

1,711,644‌

$

1,186,058‌

ABSOLUTE

FUNDS

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

30

Absolute

Funds

See

Notes

to

Financial

Statements.

ABSOLUTE

STRATEGIES

FUND

ABSOLUTE

CAPITAL

OPPORTUNITIES

FUND

For

the

Years

Ended

March

31,

For

the

Years

Ended

March

31,

2020

2019

2020

2019

OPERATIONS

Net

investment

income

(loss)

$

(339,455‌)

$

622,696‌

$

218,785‌

$

(455,881‌)

Net

realized

gain

(loss)

6,623,651‌

12,242,462‌

13,341,775‌

(374,724‌)

Net

change

in

unrealized

appreciation

(depreciation)

(3,603,407‌)

(17,820,903‌)

(11,848,916‌)

153,411‌

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

2,680,789‌

(4,955,745‌)

1,711,644‌

(677,194‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

(69,093‌)

–‌

–‌

(3,116,040‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

Institutional

Shares

20,207,372‌

11,209,235‌

22,028,521‌

30,723,159‌

R

Shares

–‌

8,914‌

–‌

–‌

Reinvestment

of

distributions

Institutional

Shares

67,819‌

–‌

–‌

3,100,478‌

Redemption

of

shares

Institutional

Shares

(42,395,224‌)

(84,702,444‌)

(16,748,388‌)

(11,409,879‌)

R

Shares

–‌

(4,836,461‌)

–‌

–‌

Increase

(Decrease)

in

Net

Assets

from

Capital

Share

Transactions

(22,120,033‌)

(78,320,756‌)

5,280,133‌

22,413,758‌

Increase

(Decrease)

in

Net

Assets

(19,508,337‌)

(83,276,501‌)

6,991,777‌

18,620,524‌

NET

ASSETS

Beginning

of

Year

88,047,688‌

171,324,189‌

50,958,458‌

32,337,934‌

End

of

Year

$

68,539,351‌

$

88,047,688‌

$

57,950,235‌

$

50,958,458‌

SHARE

TRANSACTIONS

Sale

of

shares

Institutional

Shares

2,504,402‌

1,366,604‌

1,874,814‌

2,540,691‌

R

Shares

–‌

1,126‌

–‌

–‌

Reinvestment

of

distributions

Institutional

Shares

8,240‌

–‌

–‌

279,322‌

Redemption

of

shares

Institutional

Shares

(5,198,972‌)

(10,367,411‌)

(1,434,800‌)

(971,923‌)

R

Shares

–‌

(616,835‌)

–‌

–‌

Increase

(Decrease)

in

Shares

(2,686,330‌)

(9,616,516‌)

440,014‌

1,848,090‌

ABSOLUTE

FUNDS

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

31

Absolute

Funds

See

Notes

to

Financial

Statements.

ABSOLUTE

CONVERTIBLE

ARBITRAGE

FUND

For

the

Years

Ended

March

31,

2020

2019

OPERATIONS

Net

investment

income

$

978,201‌

$

681,270‌

Net

realized

gain

(loss)

1,461,285‌

(856,938‌)

Net

change

in

unrealized

appreciation

(depreciation)

(1,253,428‌)

3,285,565‌

Increase

in

Net

Assets

Resulting

from

Operations

1,186,058‌

3,109,897‌

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

(3,645,511‌)

(1,344,999‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

76,553,072‌

41,029,333‌

Reinvestment

of

distributions

3,358,316‌

1,246,920‌

Redemption

of

shares

(26,354,257‌)

(11,338,173‌)

Increase

in

Net

Assets

from

Capital

Share

Transactions

53,557,131‌

30,938,080‌

Increase

in

Net

Assets

51,097,678‌

32,702,978‌

NET

ASSETS

Beginning

of

Year

88,767,674‌

56,064,696‌

End

of

Year

$

139,865,352‌

$

88,767,674‌

SHARE

TRANSACTIONS

Sale

of

shares

7,267,996‌

3,985,738‌

Reinvestment

of

distributions

318,065‌

122,014‌

Redemption

of

shares

(2,499,519‌)

(1,096,217‌)

Increase

in

Shares

5,086,542‌

3,011,535‌

ABSOLUTE

FUNDS

FINANCIAL

HIGHLIGHTS

32

Absolute

Funds

See

Notes

to

Financial

Statements.

Investment

Operations

Distributions

to

Shareholders

from:

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

period.

Period

Ended

Net

Asset

Value,

Beginning

of

Period

Net

Investment

Income

(Loss)(a)

Net

Realized

and

Unrealized

Gains

(Losses)

on

Investments

Total

from

Investment

Operations

Net

Investment

Income

Net

Realized

Gains

Total

Distribution

to

Shareholders

Net

Asset

Value,

End

of

Period

Total

Return

ABSOLUTE

STRATEGIES

FUND

INSTITUTIONAL

SHARES

3/31/2020

$

8.10‌

(

$

0.03‌)

$

0.32‌

$

0.29‌

(

$

0.01‌)

$

—‌

(

$

0.01‌)

$

8.38‌

3.54‌

%

3/31/2019

8.37‌

0.04‌

(

0.31‌)

(

0.27‌)

—‌

—‌

—‌

8.10‌

(3.23‌)

3/31/2018

8.76‌

(

0.07‌)

(

0.32‌)

(

0.39‌)

—‌

—‌

—‌

8.37‌

(4.45‌)

3/31/2017

10.40‌

(

0.10‌)

(

0.23‌)

(

0.33‌)

—‌

(

1.31‌)

(

1.31‌)

8.76‌

(3.40‌)

3/31/2016

11.04‌

(

0.11‌)

0.31‌

0.20‌

—‌

(

0.84‌)

(

0.84‌)

10.40‌

2.05‌

ABSOLUTE

CAPITAL

OPPORTUNITIES

FUND

INSTITUTIONAL

SHARES

3/31/2020

$

11.50‌

$

0.04‌

$

0.36‌

$

0.40‌

$

—‌

$

—‌

$

—‌

$

11.90‌

3.48‌

%

3/31/2019

12.52‌

(

0.12‌)

(

0.13‌)

(

0.25‌)

—‌

(

0.77‌)

(

0.77‌)

11.50‌

(1.78‌)

3/31/2018

10.97‌

(

0.15‌)

1.70‌

1.55‌

—‌

—‌

—‌

12.52‌

14.13‌

3/31/2017

10.21‌

(

0.16‌)

0.92‌

0.76‌

—‌

—‌

—‌

10.97‌

7.44‌

3/31/2016

(c)

10.00‌

(

0.03‌)

0.24‌

0.21‌

—‌

—‌

—‌

10.21‌

2.10‌(d)

ABSOLUTE

CONVERTIBLE

ARBITRAGE

FUND

INSTITUTIONAL

SHARES

3/31/2020

$

10.49‌

$

0.08‌

$

0.05‌

$

0.13‌

(

$

0.11‌)

(

$

0.19‌)

(

$

0.30‌)

$

10.32‌

1.18‌

%

3/31/2019

10.29‌

0.10‌

0.30‌

0.40‌

(

0.05‌)

(

0.15‌)

(

0.20‌)

10.49‌

3.95‌

3/31/2018(f)

10.00‌

0.02‌

(g)

0.29‌

(g)

0.31‌

—‌

(

0.02‌)

(

0.02‌)

10.29‌

3.14‌

(d)

(a)

Calculated

based

on

average

shares

outstanding

during

each

period.

(b)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

(c)

Commencement

of

operations

was

December

30,

2015.

(d)

Not

annualized.

(e)

Annualized.

(f)

Commencement

of

operations

was

August

14,

2017.

(g)

Net

investment

income

and

net

realized

and

unrealized

gain

(loss)

on

investments

for

the

period

ended

March

31,

2018

was

restated.

See

Note

2

of

the

March

31,

2018

Annual

Report.

ABSOLUTE

FUNDS

FINANCIAL

HIGHLIGHTS

33

Absolute

Funds

See

Notes

to

Financial

Statements.

Ratios/Supplemental

Data

(Ratios

to

Average

Net

Assets)

Net

Assets,

End

of

Period

(000's)

Net

Investment

Income

(Loss)

Net

Expenses

Dividend

and

Interest

Expenses

Net

Expenses

without

Dividend

and

Interest

Expenses

Gross

Expenses(b)

Portfolio

Turnover

$

68,539‌

(0.42‌)%

1.52‌%

0.02‌%

1.5

0‌

%

2.22‌%

45‌%

88,048‌

0.49‌

1.67‌

0.05‌

1.62‌

2.31‌

3

3‌

166,373‌

(0.87‌)

2.78‌

0.82‌

1.96‌

2.94‌

86‌

501,866‌

(0.99‌)

2.86‌

0.95‌

1.91‌

2.89‌

72‌

916,747‌

(1.02‌)

2.65‌

0.81‌

1.84‌

2.66‌

70‌

$

57,950‌

0.37‌%

1.7

8‌

%

0.0

3‌

%

1.75‌%

1.8

7‌

%

46‌%

50,958‌

(0.99‌)

3.02‌

1.27‌

1.75‌

3.21‌

23‌

32,338‌

(1.30‌)

2.66‌

0.86‌

1.79‌

3.52‌

66‌

14,188‌

(1.53‌)

2.62‌

0.70‌

1.92‌

3.70‌

29‌

12,221‌

(1.13‌)(e)

2.20‌(e)

0.25‌(e)

1.95‌(e)

4.37‌(e)

6‌(d)

$

139,865‌

0.77‌%

1.59‌%

0.07‌%

1.52‌%

1.78‌%

95‌%

88,768‌

0.95‌

1.91‌

0.31‌

1.60‌

2.16‌

121‌

56,065‌

0.35‌

(e)(g)

2.23‌

(e)

0.60‌

(e)

1.63‌

(e)

3.13‌

(e

)

76‌

(d)

ABSOLUTE

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

34

Absolute

Funds

Organization

Absolute

Strategies

Fund,

Absolute

Capital

Opportunities

Fund

and

Absolute

Convertible

Arbitrage

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.

Absolute

Strategies

Fund

currently

offers

Institutional

Shares.

Institutional

Shares

commenced

operations

on

July

11,

2005.

Absolute

Strategies

Fund

seeks

to

achieve

long-

term

capital

appreciation

with

an

emphasis

on

absolute

(positive)

returns

and

low

sensitivity

to

traditional

financial

market

indices,

such

as

the

S&P

500

Index.

Absolute

Capital

Opportunities

Fund

currently

offers

Institutional

Shares.

Absolute

Capital

Opportunities

Fund

commenced

operations

on

December

30,

2015.

Absolute

Capital

Opportunities

Fund

seeks

to

achieve

long-term

capital

appreciation

with

a

lower

sensitivity

to

traditional

financial

market

indices,

such

as

the

S&P

500

Index.

With

respect

to

the

Absolute

Strategies

Fund,

on

March

27,

2018,

the

Trust’s

Board

of

Trustees

approved

the

conversion

of

the

outstanding

shares

of

the

Absolute

Strategies

Fund’s

R

Shares,

in

a

tax-free

exchange

into

shares

of

the

Fund’s

Institutional

Shares

and

the

closure

of

the

R

Shares

to

new

investments.

On

August

1,

2018,

each

shareholder

of

the

R

Shares

received

Institutional

Shares

in

a

dollar

amount

equal

to

their

investment

in

the

R

Shares

as

of

that

date.

Absolute

Convertible

Arbitrage

Fund

currently

offers

Institutional

Shares.

Absolute

Convertible

Arbitrage

Fund

commenced

operations

on

August

14,

2017,

after

it

acquired

the

net

assets

of

the

Mohican

VCA

Fund,

LP,

a

privately

offered

hedge

fund

(the

“Predecessor

Fund”),

in

exchange

for

Fund

shares.

The

Predecessor

Fund

commenced

operations

in

2002.

Absolute

Convertible

Arbitrage

Fund

seeks

to

achieve

positive

absolute

returns

over

the

long-term

with

low

volatility

when

compared

to

traditional

market

indices.

The

Predecessor

Fund

had

an

investment

objective

and

strategies

that

were,

in

all

material

respects,

identical

to

those

of

the

Absolute

Convertible

Arbitrage

Fund.

On

August

14,

2017,

the

Predecessor

Fund

reorganized

into

the

Absolute

Convertible

Arbitrage

Fund.

The

reorganization

of

net

assets

from

this

transaction

was

as

follows:

In

addition

to

the

securities

transferred

in,

as

noted

above,

$5,895,941

of

cash

and

other

receivables

were

also

transferred

in

as

part

of

the

reorganization.

Summary

of

Significant

Accounting

Policies

The

Funds

are

investment

companies

and

follow

accounting

and

reporting

guidance

under

Financial

Accounting

Standards

Board

(“FASB”)

Accounting

Standards

Codification

(“ASC”)

Topic

946,

“Financial

Services

–

Investment

Companies.”

These

financial

statements

are

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(“GAAP”),

which

require

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities,

the

disclosure

of

contingent

liabilities

at

the

date

of

the

financial

statements,

and

the

reported

amounts

of

increases

and

decreases

in

net

assets

from

operations

during

the

fiscal

year.

Actual

amounts

could

differ

from

those

estimates.

The

following

summarizes

the

significant

accounting

policies

of

each

Fund:

Security

Valuation

–

Securities

are

valued

at

market

prices

using

the

last

quoted

trade

or

official

closing

price

from

the

principal

exchange

where

the

security

is

traded,

as

provided

by

independent

pricing

services

on

each

Fund

business

day.

In

the

absence

of

a

last

trade,

securities

are

valued

at

the

mean

of

the

last

bid

and

ask

price

provided

by

the

pricing

service.

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.

Futures

contracts

are

valued

at

the

day’s

settlement

price

on

the

exchange

where

the

contract

is

traded.

Forward

currency

contracts

are

generally

valued

Date

of

Contribution

Net

Assets

Shares

Market

Value

of

Investments

August

14,

2017

$16,686,633

1,668,929

$10,790,692

ABSOLUTE

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

35

Absolute

Funds

based

on

interpolation

of

forward

curve

data

points

obtained

from

major

banking

institutions

that

deal

in

foreign

currencies

and

currency

dealers.

Exchange-traded

options

for

which

the

last

quoted

sale

price

is

outside

the

closing

bid

and

ask

price

will

be

valued

at

the

mean

of

the

closing

bid

and

ask

price.

Shares

of

non-exchange

traded

open-end

mutual

funds

are

valued

at

net

asset

value

(“NAV”).

Short-term

investments

that

mature

in

sixty

days

or

less

may

be

valued

at

amortized

cost.

Each

Fund

values

its

investments

at

fair

value

pursuant

to

procedures

adopted

by

the

Trust’s

Board

of

Trustees

(the

“Board”)

if

(1)

market

quotations

are

not

readily

available

or

(2)

the

Adviser,

as

defined

in

Note

3,

believes

that

the

values

available

are

unreliable.

The

Trust’s

Valuation

Committee,

as

defined

in

each

Fund’s

registration

statement,

performs

certain

functions

as

they

relate

to

the

administration

and

oversight

of

each

Fund’s

valuation

procedures.

Under

these

procedures,

the

Valuation

Committee

convenes

on

a

regular

and

ad

hoc

basis

to

review

such

investments

and

considers

a

number

of

factors,

including

valuation

methodologies

and

significant

unobservable

inputs,

when

arriving

at

fair

value.

The

Valuation

Committee

may

work

with

the

Adviser

to

provide

valuation

inputs.

In

determining

fair

valuations,

inputs

may

include

market-based

analytics

that

may

consider

related

or

comparable

assets

or

liabilities,

recent

transactions,

market

multiples,

book

values

and

other

relevant

investment

information.

Adviser

inputs

may

include

an

income-

based

approach

in

which

the

anticipated

future

cash

flows

of

the

investment

are

discounted

in

determining

fair

value.

Discounts

may

also

be

applied

based

on

the

nature

or

duration

of

any

restrictions

on

the

disposition

of

the

investments.

The

Valuation

Committee

performs

regular

reviews

of

valuation

methodologies,

key

inputs

and

assumptions,

disposition

analysis

and

market

activity.

Fair

valuation

is

based

on

subjective

factors

and,

as

a

result,

the

fair

value

price

of

an

investment

may

differ

from

the

security’s

market

price

and

may

not

be

the

price

at

which

the

asset

may

be

sold.

Fair

valuation

could

result

in

a

different

NAV

than

a

NAV

determined

by

using

market

quotes.

GAAP

has

a

three-tier

fair

value

hierarchy.

The

basis

of

the

tiers

is

dependent

upon

the

various

“inputs”

used

to

determine

the

value

of

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

March

31,

2020,

for

each

Fund’s

investments

is

included

in

each

Fund’s

Notes

to

Schedules

of

Investments,

Securities

Sold

Short

and

Call

and

Put

Options

Written.

Security

Transactions,

Investment

Income

and

Realized

Gain

and

Loss

–

Investment

transactions

are

accounted

for

on

the

trade

date.

Dividend

income

and

expense

are

recorded

on

the

ex-dividend

date.

Non-cash

dividend

income

is

recorded

at

the

fair

market

value

of

the

securities

received.

Foreign

dividend

income

and

expense

are

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

and

discount

is

accreted

using

the

effective

interest

method.

Identified

cost

of

investments

sold

is

used

to

determine

the

ABSOLUTE

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

36

Absolute

Funds

gain

and

loss

for

both

financial

statement

and

federal

income

tax

purposes.

Each

Fund

estimates

components

of

distributions

from

real

estate

investment

trusts

(“REITs”).

Distributions

received

in

excess

of

income

are

recorded

as

a

reduction

of

the

cost

of

the

related

investments.

Foreign

Currency

Translations

–

Foreign

currency

amounts

are

translated

into

U.S.

dollars

as

follows:

(1)

assets

and

liabilities

at

the

rate

of

exchange

at

the

end

of

the

respective

period;

and

(2)

purchases

and

sales

of

securities

and

income

and

expenses

at

the

rate

of

exchange

prevailing

on

the

dates

of

such

transactions.

The

portion

of

the

results

of

operations

arising

from

changes

in

the

exchange

rates

and

the

portion

due

to

fluctuations

arising

from

changes

in

the

market

prices

of

securities

are

not

isolated.

Such

fluctuations

are

included

with

the

net

realized

and

unrealized

gain

or

loss

on

investments.

Foreign

Currency

Transactions

–

Each

Fund

may

enter

into

transactions

to

purchase

or

sell

foreign

currency

contracts

and

options

on

foreign

currency.

Forward

currency

contracts

are

agreements

to

exchange

one

currency

for

another

at

a

future

date

and

at

a

specified

price.

A

fund

may

use

forward

currency

contracts

to

facilitate

transactions

in

foreign

securities,

to

manage

a

fund’s

foreign

currency

exposure

and

to

protect

the

U.S.

dollar

value

of

its

underlying

portfolio

securities

against

the

effect

of

possible

adverse

movements

in

foreign

exchange

rates.

These

contracts

are

intrinsically

valued

daily

based

on

forward

rates,

and

a

fund’s

net

equity

therein,

representing

unrealized

gain

or

loss

on

the

contracts

as

measured

by

the

difference

between

the

forward

foreign

exchange

rates

at

the

dates

of

entry

into

the

contracts

and

the

forward

rates

at

the

reporting

date,

is

recorded

as

a

component

of

NAV.

These

instruments

involve

market

risk,

credit

risk,

or

both

kinds

of

risks,

in

excess

of

the

amount

recognized

in

the

Statements

of

Assets

and

Liabilities.

Risks

arise

from

the

possible

inability

of

counterparties

to

meet

the

terms

of

their

contracts

and

from

movement

in

currency

and

securities

values

and

interest

rates.

Due

to

the

risks

associated

with

these

transactions,

a

fund

could

incur

losses

up

to

the

entire

contract

amount,

which

may

exceed

the

net

unrealized

value

included

in

its

NAV.

Futures

Contracts

–

Each

Fund

may

purchase

futures

contracts

to

gain

exposure

to

market

changes,

which

may

be

more

efficient

or

cost

effective

than

actually

buying

the

securities.

A

futures

contract

is

an

agreement

between

parties

to

buy

or

sell

a

security

at

a

set

price

on

a

future

date.

Upon

entering

into

such

a

contract,

a

fund

is

required

to

pledge

to

the

broker

an

amount

of

cash,

U.S.

Government

obligations

or

other

high-quality

debt

securities

equal

to

the

minimum

“initial

margin”

requirements

of

the

exchange

on

which

the

futures

contract

is

traded.

Pursuant

to

the

contract,

the

Fund

agrees

to

receive

from

or

pay

to

the

broker

an

amount

of

cash

equal

to

the

daily

fluctuation

in

the

value

of

the

contract.

Such

receipts

or

payments

are

known

as

“variation

margin”

and

are

recorded

by

the

Fund

as

unrealized

gains

or

losses.

When

the

contract

is

closed,

the

Fund

records

a

realized

gain

or

loss

equal

to

the

difference

between

the

value

of

the

contract

at

the

time

it

was

opened

and

value

at

the

time

it

was

closed.

Risks

of

entering

into

futures

contracts

include

the

possibility

that

there

may

be

an

illiquid

market

and

that

a

change

in

the

value

of

the

contract

may

not

correlate

with

changes

in

the

value

of

the

underlying

securities.

Notional

amounts

of

each

individual

futures

contract

outstanding

as

of

March

31,

2020,

for

Absolute

Strategies

Fund,

are

disclosed

in

the

Notes

to

Schedule

of

Investments

and

Put

Options

Written.

Securities

Sold

Short

–

Each

Fund

may

sell

a

security

short

to

increase

investment

returns.

Each

Fund

may

also

sell

a

security

short

in

anticipation

of

a

decline

in

the

market

value

of

a

security.

A

short

sale

is

a

transaction

in

which

the

Fund

sells

a

security

that

it

does

not

own.

To

complete

the

transaction,

the

Fund

must

borrow

the

security

in

order

to

deliver

it

to

the

buyer.

The

Fund

must

replace

the

borrowed

security

by

purchasing

it

at

market

price

at

the

time

of

replacement;

the

price

may

be

higher

or

lower

than

the

price

at

which

the

Fund

sold

the

security.

The

Fund

incurs

a

loss

from

a

short

sale

if

the

price

of

the

security

increases

between

the

date

of

the

short

sale

and

the

date

on

which

the

Fund

replaces

the

borrowed

security.

The

Fund

realizes

a

profit

if

the

price

of

the

security

declines

between

those

dates.

Until

the

Fund

replaces

the

borrowed

security,

the

Fund

will

maintain

on

its

books

and

records

cash

and

long

securities

to

sufficiently

cover

its

short

position

on

a

daily

basis.

The

collateral

for

the

securities

sold

short

includes

the

Deposits

with

Brokers

as

shown

on

the

Statements

of

Assets

and

Liabilities

and

the

securities

held

long

as

shown

ABSOLUTE

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

37

Absolute

Funds

on

the

Schedules

of

Investments.

Dividends

and

interest

paid

on

securities

sold

short

are

recorded

as

an

expense

on

the

Statements

of

Operations.

Purchased

Options

–

When

a

fund

purchases

an

option,

an

amount

equal

to

the

premium

paid

by

the

fund

is

recorded

as

an

investment

and

is

subsequently

adjusted

to

the

current

value

of

the

option

purchased.

If

an

option

expires

on

the

stipulated

expiration

date

or

if

the

fund

enters

into

a

closing

sale

transaction,

a

gain

or

loss

is

realized.

If

a

call

option

is

exercised,

the

cost

of

the

security

acquired

is

increased

by

the

premium

paid

for

the

call.

If

a

put

option

is

exercised,

a

gain

or

loss

is

realized

from

the

sale

of

the

underlying

security,

and

the

proceeds

from

such

sale

are

decreased

by

the

premium

originally

paid.

Purchased

options

are

non-income

producing

securities.

The

values

of

each

individual

purchased

option

outstanding

as

of

March

31,

2020,

for

each

Fund,

if

any,

are

disclosed

in

each

Fund’s

Schedule

of

Investments.

Written

Options

–

When

a

fund

writes

an

option,

an

amount

equal

to

the

premium

received

by

the

fund

is

recorded

as

a

liability

and

is

subsequently

adjusted

to

the

current

value

of

the

option

written.

Premiums

received

from

writing

options

that

expire

unexercised

are

treated

by

the

fund

on

the

expiration

date

as

realized

gain

from

written

options.

The

difference

between

the

premium

and

the

amount

paid

on

effecting

a

closing

purchase

transaction,

including

brokerage

commissions,

is

also

treated

as

a

realized

gain,

or

if

the

premium

is

less

than

the

amount

paid

for

the

closing

purchase

transaction,

as

a

realized

loss.

If

a

call

option

is

exercised,

the

premium

is

added

to

the

proceeds

from

the

sale

of

the

underlying

security

in

determining

whether

the

fund

has

realized

a

gain

or

loss.

If

a

put

option

is

exercised,

the

premium

reduces

the

cost

basis

of

the

securities

purchased

by

the

fund.

The

fund,

as

writer

of

an

option,

bears

the

market

risk

of

an

unfavorable

change

in

the

price

of

the

security

underlying

the

written

option.

Written

options

are

non-income

producing

securities.

The

values

of

each

individual

written

option

outstanding

as

of

March

31,

2020,

for

each

Fund,

if

any,

are

disclosed

in

each

Fund’s

Schedule

of

Call

and

Put

Options

Written.

Restricted

Securities

–

Each

Fund

may

invest

in

securities

that

are

subject

to

legal

or

contractual

restrictions

on

resale

(“restricted

securities”).

Restricted

securities

may

be

resold

in

transactions

that

are

exempt

from

registration

under

the

Federal

securities

laws

or

if

the

securities

are

registered

to

the

public.

The

sale

or

other

disposition

of

these

securities

may

involve

additional

expenses

and

the

prompt

sale

of

these

securities

at

an

acceptable

price

may

be

difficult.

Information

regarding

restricted

securities

held

by

each

Fund

is

included

in

their

Schedule

of

Investments,

if

applicable.

When-Issued

Transactions

–

Each

Fund

may

purchase

securities

on

a

forward

commitment

or

‘when-issued’

basis.

A

fund

records

a

when-issued

transaction

on

the

trade

date

and

will

segregate

with

the

custodian

qualifying

assets

that

have

a

value

sufficient

to

make

payment

for

the

securities

purchased.

Securities

purchased

on

a

when-issued

basis

are

marked-to-market

daily

and

the

fund

begins

earning

interest

on

the

settlement

date.

Losses

may

arise

due

to

changes

in

the

market

value

of

the

underlying

securities

or

if

the

counterparty

does

not

perform

under

the

contract.

Distributions

to

Shareholders

–

Distributions

to

shareholders

of

net

investment

income,

if

any,

are

declared

and

paid

semi-annually.

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

each

Fund,

timing

differences

and

differing

characterizations

of

distributions

made

by

each

Fund.

Federal

Taxes

–

Each

Fund

intends

to

continue

to

qualify

each

year

as

a

regulated

investment

company

under

Subchapter

M

of

Chapter

1,

Subtitle

A,

of

the

Internal

Revenue

Code

of

1986,

as

amended

(“Code”),

and

to

distribute

all

of

their

taxable

income

to

shareholders.

In

addition,

by

distributing

in

each

calendar

year

substantially

all

of

their

net

investment

income

and

capital

gains,

if

any,

the

Funds

will

not

be

subject

to

a

federal

excise

tax.

Therefore,

no

federal

income

or

excise

tax

provision

is

required.

Each

Fund

files

a

U.S.

federal

income

and

excise

tax

return

as

required.

Each

Fund’s

federal

income

tax

returns

are

subject

to

examination

by

the

Internal

Revenue

Service

for

a

ABSOLUTE

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

38

Absolute

Funds

period

of

three

fiscal

years

after

they

are

filed.

As

of

March

31,

2020,

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,

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.

Fees

and

Expenses

Investment

Adviser

–

Absolute

Investment

Advisers

LLC

(the

“Adviser”)

is

the

investment

adviser

to

each

Fund.

Pursuant

to

an

investment

advisory

agreement,

the

Adviser

receives

an

advisory

fee

from

Absolute

Strategies

Fund,

Absolute

Capital

Opportunities

Fund

and

Absolute

Convertible

Arbitrage

Fund

at

an

annual

rate

of

1.60%,

1.40%

and

1.20%,

respectively,

of

each

Fund’s

average

daily

net

assets.

Prior

to

January

1,

2020,

the

Adviser

received

an

advisory

fee

from

Absolute

Convertible

Arbitrage

Fund

at

an

annual

rate

of

1.40%

Absolute

Convertible

Fund’s

average

daily

net

assets.

Each

sub-advisory

fee,

calculated

as

a

percentage

of

each

Fund’s

average

daily

net

assets

managed

by

each

subadviser,

is

paid

by

the

Adviser.

Distribution

–

Foreside

Fund

Services,

LLC

serves

as

each

Fund’s

distributor

(the

“Distributor”).

The

Funds

do

not

have

a

distribution

(12b-1)

plan;

accordingly,

the

Distributor

does

not

receive

compensation

from

the

Funds

for

its

distribution

services.

The

Adviser

compensates

the

Distributor

directly

for

its

services.

The

Distributor

is

not

affiliated

with

the

Adviser

or

Atlantic

Fund

Administration,

LLC,

a

wholly

owned

subsidiary

of

Apex

US

Holdings,

LLC

(d/b/a

Apex

Fund

Services)

(“Apex”)

or

their

affiliates.

Other

Service

Providers

–

Apex

provides

fund

accounting,

fund

administration,

compliance

and

transfer

agency

services

to

each

Fund.

The

fees

related

to

these

services

are

included

in

Fund

services

fees

within

the

Statements

of

Operations.

Apex

also

provides

certain

shareholder

report

production

and

EDGAR

conversion

and

filing

services.

Pursuant

to

an

Apex

services

agreement,

each

Fund

pays

Apex

customary

fees

for

its

services.

Apex

provides

a

Principal

Executive

Officer,

a

Principal

Financial

Officer,

a

Chief

Compliance

Officer

and

an

Anti-Money

Laundering

Officer

to

each

Fund,

as

well

as

certain

additional

compliance

support

functions.

Trustees

and

Officers

–

The

Trust

pays

each

independent

Trustee

an

annual

retainer

of

$31,000

for

services

to

the

Trust

($41,000

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.

Expense

Reimbursement

and

Fees

Waived

The

Adviser

has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

total

annual

operating

expenses

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

dividend

and

interest

expenses

on

short

sales,

acquired

fund

fees

and

expenses,

broker

charges,

proxy

expenses

and

extraordinary

expenses)

of

Absolute

Strategies

Fund

to

1.99%,

through

August

1,

2021.

For

the

year

ended

March

31,

2020,

the

Adviser

did

not

waive

any

fees

or

reimburse

expenses

in

the

Absolute

Strategies

Fund

pursuant

to

this

agreement.

During

the

year,

Absolute

Strategies

Fund

invested

in

Absolute

Capital

Opportunities

Fund

and

Absolute

Convertible

Arbitrage

Fund.

As

of

March

ABSOLUTE

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

39

Absolute

Funds

31,

2020,

Absolute

Strategies

Fund

owned

approximately

26.4%

and

14.0%

of

Absolute

Capital

Opportunities

Fund

and

Absolute

Convertible

Arbitrage

Fund,

respectively.

The

Adviser

has

agreed

to

waive

fees

owed

to

it

by

the

Absolute

Strategies

Fund

in

an

amount

equal

to

the

fee

it

receives

from

Absolute

Capital

Opportunities

Fund

and

Absolute

Convertible

Arbitrage

Fund

based

on

Absolute

Strategies

Fund’s

investment

in

Absolute

Capital

Opportunities

Fund

and

Absolute

Convertible

Arbitrage

Fund.

For

the

year

ended

March

31,

2020,

the

Adviser

waived

fees

of

$560,248

related

to

these

affiliated

investments

and

these

waivers

are

not

subject

to

recoupment.

The

Adviser

has

contractually

agreed

to

waive

its

fee

and/or

reimburse

expenses

to

limit

total

annual

operating

expenses

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

dividend

and

interest

expenses

on

short

sales,

acquired

fund

fees

and

expenses,

broker

charges,

proxy

expenses

and

extraordinary

expenses)

of

Absolute

Capital

Opportunities

Fund

to

1.75%

through

August

1,

2021.

The

Adviser

waived

fees

of

$55,095

for

Absolute

Capital

Opportunities

Fund

for

the

year

ended

March

31,

2020.

Effective

January

1,

2020,

the

Adviser

has

also

contractually

agreed

to

waive

its

fee

and/or

reimburse

expenses

to

limit

total

annual

operating

expenses

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

dividend

and

interest

expenses

on

short

sales,

acquired

fund

fees

and

expenses,

broker

charges,

proxy

expenses

and

extraordinary

expenses)

of

Absolute

Convertible

Arbitrage

Fund

to

1.40%

through

August

1,

2021.

In

addition,

the

Adviser

has

contractually

agreed

to

waive

its

fee

and/or

reimburse

expenses

to

limit

total

annual

operating

expenses

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

dividend

and

interest

expenses

on

short

sales,

acquired

fund

fees

and

expenses,

broker

charges,

proxy

expenses

and

extraordinary

expenses)

of

Absolute

Convertible

Arbitrage

Fund

to

1.20%

when

the

Absolute

Convertible

Arbitrage

Fund

reaches

$250

million

in

assets

under

management.

For

the

period

November

19,

2019

through

December

31,

2019,

the

Adviser

had

also

contractually

agreed

to

waive

its

fee

and/or

reimburse

expenses

to

limit

total

annual

operating

expenses

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

dividend

and

interest

expenses

on

short

sales,

acquired

fund

fees

and

expenses,

broker

charges,

proxy

expenses

and

extraordinary

expenses)

of

Absolute

Convertible

Arbitrage

Fund

to

1.40%.

Prior

to

November

19,

2019,

the

Adviser

had

also

contractually

agreed

to

waive

its

fee

and/or

reimburse

expenses

to

limit

total

annual

operating

expenses

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

dividend

and

interest

expenses

on

short

sales,

acquired

fund

fees

and

expenses,

broker

charges,

proxy

expenses

and

extraordinary

expenses)

of

Absolute

Convertible

Arbitrage

Fund

to

1.60%.

Other

service

providers

have

voluntarily

agreed

to

waive

a

portion

of

their

fees.

The

Adviser

waived

fees

of

$157,500

and

other

service

providers

waived

fees

of

$84,500,

for

Absolute

Convertible

Arbitrage

Fund,

for

the

year

ended

March

31,

2020.

The

Funds

may

repay

the

Adviser

for

fees

waived

and

expenses

reimbursed

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

of

the

Funds

to

exceed

the

lesser

of

(i)

the

then-current

expense

cap,

and

(ii)

the

expense

cap

in

place

at

the

time

the

fees/expenses

were

waived/reimbursed.

As

of

March

31,

2020,

$0,

$275,319

and

$437,364

for

Absolute

Strategies

Fund,

Absolute

Capital

Opportunities

Fund

and

Absolute

Convertible

Arbitrage

Fund,

respectively,

is

subject

to

recapture

by

the

Adviser.

Other

waivers

are

not

eligible

for

recoupment.

Security

Transactions

The

cost

of

purchases

and

proceeds

from

sales

of

investment

securities

(including

maturities),

other

than

short-term

investments

during

the

year

ended

March

31,

2020

,

were

as

follows:

Non-U.S.

Government

Obligations

Purchases

Sales

Absolute

Strategies

Fund

$

26,948,381‌

$

35,263,504‌

Absolute

Capital

Opportunities

Fund

25,378,123‌

16,877,830‌

Absolute

Convertible

Arbitrage

Fund

150,908,888‌

102,201,397‌

ABSOLUTE

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

40

Absolute

Funds

Summary

of

Derivative

Activity

The

volume

of

open

derivative

positions

may

vary

on

a

daily

basis

as

each

Fund

transacts

derivative

contracts

in

order

to

achieve

the

exposure

desired

by

the

Adviser.

The

notional

value

of

activity

for

the

period

ended

March

31,

2020

,

for

any

derivative

type

during

the

year

is

as

follows:

Each

Fund’s

use

of

derivatives

for

the

year

ended

March

31,

2020

,

was

limited

to

options

and

futures

contracts.

Following

is

a

summary

of

the

effect

of

derivatives

on

the

Statements

of

Assets

and

Liabilities

as

of

March

31,

2020

:

Absolute

Strategies

Fund

Absolute

Capital

Opportunities

Fund

Realized

and

unrealized

gains

and

losses

on

derivatives

contracts

for

the

year

ended

March

31,

2020

,

are

recorded

by

each

Fund

in

the

following

locations

on

the

Statements

of

Operations:

Absolute

Strategies

Fund

Absolute

Strategies

Fund

Absolute

Capital

Opportunities

Fund

Futures

Contracts

$

1,451,892,274‌

$

–‌

Purchased

Options

19,779,993‌

18,956,560‌

Written

Options

(6,520,506‌)

(29,252,938‌)

Location:

Equity

Risk

Asset

derivatives:

Investments,

at

value

$

508,750‌

Liability

derivatives:

Put

options

written

$

(176,000‌)

Location:

Equity

Risk

Asset

derivatives:

Investments,

at

value

$

2,890,794‌

Liability

derivatives:

Call

options

written

$

(12,703,259‌)

Put

options

written

(2,969,850‌)

Total

liability

derivatives

$

(15,673,109‌)

Location:

Commodity

Contracts

Equity

Contracts

Interest

Contracts

Total

Net

realized

gain

(loss)

on:

Investments

$

–‌

$

5,593,250‌

$

–‌

$

5,593,250‌

Written

options

–‌

(2,516,316‌)

–‌

(2,516,316‌)

Futures

(86,272‌)

2,401,188‌

(342,061‌)

1,972,855‌

Total

net

realized

gain

(loss)

$

(86,272‌)

$

5,478,122‌

$

(342,061‌)

$

5,049,789‌

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments

$

–‌

$

(643,315‌)

$

–‌

$

(643,315‌)

Written

options

–‌

202,697‌

–‌

202,697‌

Futures

–‌

317,308‌

(31,144‌)

286,164‌

Total

net

change

in

unrealized

appreciation

(depreciation)

$

–‌

$

(123,310‌)

$

(31,144‌)

$

(154,454‌)

ABSOLUTE

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

41

Absolute

Funds

Absolute

Capital

Opportunities

Fund

Asset

(Liability)

amounts

shown

in

the

table

below

represent

amounts

for

derivative

related

investments

at

March

31,

2020.

These

amounts

may

be

collateralized

by

cash

or

financial

instruments.

Federal

Income

Tax

As

of

March

31,

2020,

cost

for

federal

income

tax

and

net

unrealized

appreciation

consists

of:

Location:

Equity

Contracts

Net

realized

gain

(loss)

on:

Investments

$

10,713,746‌

Written

options

5,016,184‌

Total

net

realized

gain

(loss)

$

15,729,930‌

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments

$

(4,102,803‌)

Written

options

(1,739,246‌)

Total

net

change

in

unrealized

appreciation

(depreciation)

$

(5,842,049‌)

Gross

Asset

(Liability)

as

Presented

in

the

Statement

of

Assets

and

Liabilities

Financial

Instruments

(Received)

Pledged*

Cash

Collateral

(Received)

Pledged*

Net

Amount

Absolute

Strategies

Fund

Assets:

Over-the-counter

derivatives**

$

508,750‌

$

–‌

$

–‌

$

508,750‌

Liabilities:

Over-the-counter

derivatives**

(176,000‌)

176,000‌

–‌

–‌

Absolute

Capital

Opportunities

Fund

Assets:

Over-the-counter

derivatives**

2,890,794‌

–‌

–‌

2,890,794‌

Liabilities:

Over-the-counter

derivatives**

(15,673,109‌)

15,673,109‌

–‌

–‌

*

The

actual

financial

instruments

and

cash

collateral

(received)

pledged

may

be

in

excess

of

the

amounts

shown

in

the

table.

The

table

only

reflects

collateral

amounts

up

to

the

amount

of

the

financial

instrument

disclosed

on

the

Statement

of

Assets

and

Liabilities.

**

Over-the-counter

derivatives

may

consist

of

options

and

futures

contracts.

The

amounts

disclosed

above

represent

the

exposure

to

one

or

more

counterparties.

For

further

detail

on

individual

derivative

contracts

and

the

corresponding

unrealized

appreciation

(depreciation),

see

the

Schedule

of

Call

and

Put

Options

Written.

Tax

Cost

of

Investments

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation/

(Depreciation)

Absolute

Strategies

Fund

$

58,799,310‌

$

4,183,661‌

$

(3,352,901‌)

$

830,760‌

Absolute

Capital

Opportunities

Fund

47,187,759‌

3,618,169‌

(14,983,087‌)

(11,364,918‌)

Absolute

Convertible

Arbitrage

Fund

90,184,947‌

13,596,174‌

(15,669,566‌)

(2,073,392‌)

ABSOLUTE

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

42

Absolute

Funds

Distributions

paid

during

the

fiscal

years

ended

as

noted

were

characterized

for

tax

purposes

as

follows:

*

Amount

represents

long-term

equalization.

As

of

March

31,

2020,

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

Statements

of

Assets

and

Liabilities

are

primarily

due

to

return

of

capital

on

equity

securities,

convertible

bond

deemed

dividends,

wash

sales,

futures,

constructive

sales,

straddles

and

cover

loss

deferrals.

As

of

March

31,

2020,

the

Absolute

Strategies

Fund

has

$28,056,525

of

available

short-term

capital

loss

carryforwards

that

have

no

expiration

date.

For

tax

purposes,

the

current

deferred

late

year

ordinary

loss

was

$153,314

for

Absolute

Strategies

Fund

(realized

during

the

period

January

1,

2020

through

March

31,

2020).

These

losses

will

be

recognized

for

tax

purposes

on

the

first

business

day

of

the

Fund’s

current

fiscal

year,

April

1,

2020.

On

the

Statements

of

Assets

and

Liabilities,

as

a

result

of

permanent

book

to

tax

differences,

certain

amounts

have

been

reclassified

for

the

year

ended

March

31,

2020.

The

following

reclassifications

were

the

result

of

book

to

tax

differences

resulting

from

net

operating

loss,

partnerships,

equalization

and

organization

cost

amortization

and

have

no

impact

on

the

net

assets

of

each

Fund.

Subsequent

Events

Management

is

currently

evaluating

the

recent

introduction

of

the

COVID-19

virus

and

its

impact

on

the

financial

services

industry

and

has

concluded

that

while

it

is

reasonably

possible

that

the

virus

could

have

a

negative

effect

on

the

fair

value

of

each

Funds'

investments

and

results

of

operations,

the

specific

impact

is

not

readily

determinable

as

of

the

date

of

these

financial

statements.

The

financial

statements

do

not

include

any

adjustments

that

might

result

from

the

outcome

of

this

uncertainty.

Ordinary

Income

Long-Term

Capital

Gain

Total

Absolute

Strategies

Fund

2020

$

69,093‌

$

–‌

$

69,093‌

2019

–‌

–‌

–‌

Absolute

Capital

Opportunities

Fund

2020

–‌

320,000‌*

320,000‌

2019

1,813,006‌

1,303,034‌

3,116,040‌

Absolute

Convertible

Arbitrage

Fund

2020

1,273,016‌

2,372,495‌

3,645,511‌

2019

934,713‌

410,286‌

1,344,999‌

Undistributed

Ordinary

Income

Undistributed

Long-Term

Gain

Capital

and

Other

Losses

Unrealized

Appreciation/

(Depreciation)

Total

Absolute

Strategies

Fund

$

–‌

$

–‌

$

(28,209,839‌)

$

830,226‌

$

(27,379,613‌)

Absolute

Capital

Opportunities

Fund

12,275,138‌

222,259‌

–‌

(11,365,015‌)

1,132,382‌

Absolute

Convertible

Arbitrage

Fund

158,181‌

1,990,991‌

–‌

(2,073,392‌)

75,780‌

Distributable

Earnings

Paid-in-Capital

Absolute

Strategies

Fund

$

178,177‌

$

(178,177‌)

Absolute

Capital

Opportunities

Fund

(319,994‌)

319,994‌

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

43

Absolute

Funds

To

the

Board

of

Trustees

of

Forum

Funds

and

the

Shareholders

of

Absolute

Strategies

Fund,

Absolute

Capital

Opportunities

Fund,

and

Absolute

Convertible

Arbitrage

Fund

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statements

of

assets

and

liabilities

of

Absolute

Strategies

Fund,

Absolute

Capital

Opportunities

Fund,

and

Absolute

Convertible

Arbitrage

Fund,

each

a

series

of

shares

of

beneficial

interest

in

Forum

Funds

(the

“Funds”),

including

the

schedules

of

investments,

as

of

March

31,

2020,

and

the

related

statements

of

operations

for

the

year

then

ended,

the

statements

of

changes

in

net

assets

for

each

of

the

years

in

the

two-year

period

then

ended,

the

financial

highlights

as

noted

in

the

table

below,

and

the

related

notes

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Funds

as

of

March

31,

2020,

and

the

results

of

their

operations

for

the

year

then

ended,

the

changes

in

their

net

assets

for

each

of

the

years

in

the

two-year

period

then

ended

and

their

financial

highlights

for

each

of

the

periods

noted

in

the

table

below,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Funds'

management.

Our

responsibility

is

to

express

an

opinion

on

the

Funds’

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”)

and

are

required

to

be

independent

with

respect

to

the

Funds

in

accordance

with

the

U.S.

federal

securities

law

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audits

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

The

Funds

are

not

required

to

have,

nor

were

we

engaged

to

perform,

an

audit

of

their

internal

control

over

financial

reporting.

As

part

of

our

audits

we

are

required

to

obtain

an

understanding

of

internal

control

over

financial

reporting

but

not

for

the

purpose

of

expressing

an

opinion

on

the

effectiveness

of

the

Funds’

internal

control

over

financial

reporting.

Accordingly,

we

express

no

such

opinion.

Our

audits

included

performing

procedures

to

assess

the

risk

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

March

31,

2020

by

correspondence

with

the

custodian

and

brokers,

or

by

other

appropriate

auditing

procedures

where

replies

from

brokers

were

not

received.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

BBD,

LLP

We

have

served

as

the

auditor

of

one

or

more

of

the

Funds

in

the

Forum

Funds

since

2009.

Philadelphia,

Pennsylvania

May

28,

2020

Financial

Highlights

Absolute

Strategies

Fund

For

each

of

the

years

in

the

five-year

period

ended

March

31,

2020

Absolute

Capital

Opportunities

Fund

For

each

of

the

years

in

the

four-year

period

ended

March

31,

2020

and

for

the

period

December

30,

2015

(commencement

of

operations)

to

March

31,

2016

Absolute

Convertible

Arbitrage

Fund

For

each

of

the

years

in

the

two-year

period

ended

March

31,

2020

and

for

the

period

August

14,

2017

(commencement

of

operations)

to

March

31,

2018

ABSOLUTE

FUNDS

ADDITIONAL

INFORMATION

(Unaudited)

March

31,

2020

44

Absolute

Funds

Investment

Advisory

Agreement

Approval

At

the

December

12,

2019

Board

meeting,

the

Board,

including

the

Independent

Trustees,

considered

the

approval

of

the

continuance

of

the

investment

advisory

agreements

between

the

Adviser

and

the

Trust

pertaining

to

the

Absolute

Funds

(the

“Advisory

Agreements”)

and

the

subadvisory

agreements

between

the

Adviser

and

the

following

subadvisers

to

the

Absolute

Funds:

Kovitz

Investment

Group

Partners,

LLC;

Mohican

Financial

Management,

LLC;

and

St.

James

Investment

Company,

LLC

(the

“Subadvisers”)

(the

"Subadvisory

Agreements").

In

preparation

for

its

deliberations,

the

Board

requested

and

reviewed

written

responses

from

the

Adviser

and

Subadvisers

to

due

diligence

questionnaires

circulated

on

the

Board's

behalf

concerning

the

services

provided

by

the

Adviser

and

each

Subadviser.

The

Board

also

discussed

the

materials

with

Fund

counsel

and,

as

necessary,

with

the

Trust's

administrator.

During

its

deliberations,

the

Board

also

received

an

oral

presentation

from

the

Adviser

and

was

advised

by

Trustee

counsel.

At

the

meeting,

the

Board

reviewed,

among

other

matters:

(1)

the

nature,

extent

and

quality

of

the

services

provided

to

each

of

the

Absolute

Funds

by

the

Adviser

and

Subadvisers,

including

information

on

the

investment

performance

of

each

of

the

Absolute

Funds

and

Subadvisers;

(2)

the

costs

of

the

services

provided

and

profitability

to

the

Adviser

with

respect

to

its

relationship

with

each

of

the

Absolute

Funds;

(3)

the

advisory

fee

and

net

expense

ratio

of

each

of

the

Absolute

Funds

compared

to

a

relevant

peer

group

of

funds;

(4)

the

extent

to

which

economies

of

scale

may

be

realized

as

each

of

the

Absolute

Funds

grows

and

whether

the

advisory

fees

enable

each

of

the

Absolute

Funds’

investors

to

share

in

the

benefits

of

economies

of

scale;

and

(5)

other

benefits

received

by

the

Adviser

and

Subadvisers

from

their

respective

relationships

with

the

Absolute

Funds.

In

addition,

the

Board

recognized

that

the

evaluation

process

with

respect

to

the

Adviser

and

each

Subadviser

was

an

ongoing

one

and,

in

this

regard,

the

Board

considered

information

provided

by

the

Adviser,

including

about

Subadviser

performance,

at

regularly

scheduled

meetings

during

the

past

year.

Nature,

Extent

and

Quality

of

Services

Based

on

written

materials

received

from

the

Adviser

and

each

Subadviser,

a

presentation

from

senior

representatives

of

the

Adviser,

and

a

discussion

with

the

Adviser

about

the

personnel,

operations

and

financial

condition

of

the

Adviser

and

each

Subadviser,

the

Board

considered

the

quality

of

services

provided

by

the

Adviser

under

the

Advisory

Agreements

and

by

each

Subadviser

under

its

Subadvisory

Agreement.

In

this

regard,

the

Board

considered

information

regarding

the

experience,

qualifications

and

professional

background

of

the

portfolio

managers

and

other

personnel

at

the

Adviser

and

the

Subadvisers

with

principal

responsibility

for

the

Absolute

Funds’

investments;

the

investment

philosophy

and

decision-making

processes

of

the

Adviser;

the

capability

and

integrity

of

the

Adviser’s

and

each

Subadviser’s

senior

management

and

staff;

the

quality

of

the

Adviser’s

and

each

Subadviser’s

services

with

respect

to

regulatory

compliance;

and

the

Adviser’s

and

each

Subadviser’s

representation

regarding

its

financial

condition,

including

that

each

firm’s

financial

condition

would

not

impair

its

ability

to

provide

high-quality

advisory

services

to

the

applicable

Fund.

The

Board

also

considered

the

Adviser’s

analysis

of

and

recommendations

regarding

each

Subadviser.

Based

on

the

presentation

and

the

materials

provided

by

the

Adviser

and

each

Subadviser,

among

other

relevant

considerations,

the

Board

concluded

that,

overall,

it

was

satisfied

with

the

nature,

extent

and

quality

of

services

provided

to

the

Absolute

Funds

by

the

Adviser

under

the

Advisory

Agreements

and

each

Subadviser

under

its

Subadvisory

Agreement.

Performance

In

connection

with

a

presentation

by

the

Adviser

regarding

its

approach

to

managing

the

Absolute

Funds,

including

the

Adviser’s

investment

objective

and

strategy

and

the

Adviser’s

discussion

of

the

performance

of

each

of

the

Subadvisers,

the

Board

reviewed

the

performance

of

the

Absolute

Funds

compared

to

their

respective

benchmark

indices.

The

Board

observed

that

the

Strategies

Fund

underperformed

its

primary

benchmark

index,

the

S&P

500

Index,

for

the

one-,

three-,

five-,

and

10-year

periods

ended

September

30,

2019,

and

for

the

period

since

the

Strategies

Fund’s

inception

on

July

27,

2005.

The

Board

observed

that

the

Capital

Opportunities

Fund

outperformed

its

primary

benchmark

index,

the

HFRX

Equity

Hedge

Index,

for

the

one-

and

three-year

periods

ended

September

30,

2019

and

for

the

period

since

the

Capital

Opportunities

Fund’s

inception

on

December

30,

2015.

The

Board

observed

ABSOLUTE

FUNDS

ADDITIONAL

INFORMATION

(Unaudited)

March

31,

2020

45

Absolute

Funds

that

the

Arbitrage

Fund

outperformed

its

primary

benchmark

index,

the

HFRX

Fixed

Income

Convertible

Arbitrage

Index,

for

the

one-,

three-,

five-,

and

10-year

periods

ended

September

30,

2019

and

for

the

period

since

the

Arbitrage

Fund’s

inception

on

September

30,

2002,

though

the

Board

noted

that

the

Arbitrage

Fund’s

performance

for

periods

prior

to

August

2017

was

that

of

the

Arbitrage

Fund’s

predecessor

private

fund.

The

Board

noted

the

Adviser’s

representation

that

it

was

not

the

objective

of

the

Absolute

Funds

to

outperform

specific

market

indices

because

the

Absolute

Funds

employ

unique

investment

strategies

that

are

intended

to

seek

positive

returns

over

a

complete

market

cycle,

irrespective

of

any

benchmark

or

market

performance.

The

Board

also

noted

the

Adviser’s

representation

that

the

performance

of

the

Absolute

Funds

tends

to

deviate

from

the

performance

of

equity

indices,

in

part,

because

the

Absolute

Funds’

portfolios

are

generally

comprised

of

a

balance

of

both

long

and

short

positions,

unlike

the

corresponding

indices

and,

in

part,

because

the

Absolute

Funds’

investment

strategies

include

a

countercyclical

component

that

is

designed

to

enable

the

Absolute

Funds

to

outperform

the

indices

in

declining

markets,

which

tends

to

cause

the

Absolute

Funds

to

underperform

the

indices

in

rising

markets.

The

Board

also

considered

each

Absolute

Fund’s

performance

relative

to

a

peer

group

of

funds

identified

by

Broadridge

Financial

Solutions,

Inc.

(“Broadridge”)

as

having

characteristics

similar

to

those

of

the

applicable

Absolute

Fund.

The

Board

observed

that

the

Strategies

Fund

outperformed

the

median

of

its

Broadridge

peers

for

the

one-year

period

ended

September

30,

2019

and

underperformed

the

median

of

its

Broadridge

peers

for

the

three-

and

five-

year

periods

ended

September

30,

2019.

The

Board

observed

that

the

Capital

Opportunities

Fund

performed

at

the

median

of

its

Broadridge

peers

for

the

one-year

period

ended

September

30,

2019

and

underperformed

the

median

of

its

Broadridge

peers

for

the

three-year

periods

ended

September

30,

2019.

The

Board

also

observed

that

the

Convertible

Arbitrage

Fund

outperformed

the

median

of

its

Broadridge

peers

for

the

one-year

period

ended

September

30,

2019.

Noting

the

Adviser’s

representation

that

its

unique

approach

to

managing

the

Strategies

Fund

made

it

difficult

to

identify

an

appropriate

Broadridge

peer

group,

the

Board

also

considered,

at

the

Adviser’s

request,

the

Strategies

Fund's

performance

compared

to

an

additional

group

of

funds

selected

by

the

Adviser

and

believed

by

the

Adviser

to

have

investment

strategies

more

closely

aligned

with

that

of

the

Strategies

Fund

than

the

Broadridge

peer

group

(the

“Comparable

Strategies

Fund

Group”).

The

Board

observed

that

the

Strategies

Fund

outperformed

the

median

of

its

Comparable

Strategies

Fund

Group

for

the

one-year

period

ended

September

30,

2019

and

underperformed

the

median

of

its

Comparable

Strategies

Fund

Group

for

the

three-

and

five-year

periods

ended

September

30,

2019,

noting

the

Adviser’s

representation

that

the

Comparable

Strategies

Fund

Group

was

consistent

with

the

groups

identified

by

the

Adviser

in

years

past.

The

Board

also

evaluated

the

Adviser's

assessment

of

each

Subadviser’s

performance,

noting

that

the

Adviser

had

expressed

satisfaction

with

the

performance

of

each

Subadviser

and

that

the

Adviser

had

recommended

the

continuance

of

each

of

the

Subadvisory

Agreements.

The

Board

acknowledged

the

Adviser’s

representation

that

the

different

Subadvisers

could

be

expected

to

achieve

different

performance

results

in

light

of

the

differences

in

their

strategies,

allocated

assets,

and

market

environment.

The

Board

also

considered

the

Adviser’s

explanation

that,

standing

alone,

no

Subadviser

should

necessarily

be

expected

to

perform

in

line

with

the

market

or

with

the

relevant

Absolute

Fund’s

benchmark(s).

In

this

regard,

the

Board

noted

that

the

Adviser

emphasized

its

responsibility

for

allocating

each

Absolute

Fund’s

assets

among

Subadvisers

on

an

ongoing

basis

and

its

management

of

an

overlay

portfolio

for

the

Strategies

Fund

in

order

to

achieve

its

investment

objective.

In

view

of

the

respective

roles

of

the

Adviser

and

Subadvisers,

the

Board

determined

that

it

was

appropriate

to

give

substantial

weight

to

the

Adviser’s

evaluation

of

the

contribution

of

each

Subadviser

to

the

performance

of

the

applicable

Absolute

Fund

as

a

whole.

In

light

of

the

above

and

other

relevant

considerations,

the

Board

concluded

that

the

Absolute

Funds

and

their

shareholders

could

benefit

from

the

renewal

of

the

Advisory

Agreements

and

of

each

of

the

Subadvisory

Agreements.

Compensation

The

Board

evaluated

the

Adviser's

compensation

for

providing

advisory

services

to

each

of

the

Absolute

Funds

and

analyzed

comparative

information

on

the

actual

advisory

fee

rates

and

actual

total

expenses

of

the

relevant

ABSOLUTE

FUNDS

ADDITIONAL

INFORMATION

(Unaudited)

March

31,

2020

46

Absolute

Funds

Broadridge

peer

group.

The

Board

observed

that

the

actual

advisory

fee

rate

and

net

expense

ratio

for

each

Absolute

Fund

was

higher

than

the

median

of

its

respective

Broadridge

peer

group.

The

Board

considered

that

the

Adviser

had

imposed

contractual

expense

caps

on

the

total

expense

ratio

for

each

of

the

Absolute

Funds

in

an

effort

to

ensure

that

the

expenses

of

the

Absolute

Funds

remained

competitive.

The

Board

also

noted

that

the

contractual

expense

cap

for

the

Arbitrage

Fund,

effective

November

19,

2019,

had

lowered

that

Fund’s

actual

advisory

fee

rate

and

net

expense

ratio.

The

Board

also

noted

that

the

Adviser

was

proposing

a

reduction

to

the

contractual

advisory

fee

rate

for

the

Arbitrage

Fund

and

a

further

reduction

to

the

net

expense

ratio,

effective

January

2,

2020.

Further,

the

Board

recognized

that

the

Adviser’s

fees

do

not

include

performance

and

similar

fees

paid

by

hedge

funds

and

other

vehicles

with

which

the

Absolute

Funds

compete

notwithstanding

the

hedge

fund-like

nature

of

the

Absolute

Funds’

strategies.

Finally,

the

Board

noted

that

the

Adviser

pays

each

of

the

Subadvisers

out

of

its

advisory

fee.

Under

these

circumstances,

the

Board

concluded

that

it

was

difficult

to

make

meaningful

comparisons

between

the

Absolute

Funds’

actual

advisory

fee

rates

and

net

expense

ratios

and

those

of

their

respective

Broadridge

peers

due

to,

among

other

things,

variations

between

the

services

provided

by

the

Adviser

to

the

Absolute

Funds

and

those

provided

to

the

Broadridge

peer

group

funds

by

their

advisers.

Based

on

the

foregoing,

and

other

relevant

considerations,

the

Board

concluded

that

the

advisory

fees

paid

to

the

Adviser

by

the

Absolute

Funds

were

reasonable.

Cost

of

Services

and

Profitability

The

Board

considered

information

provided

by

the

Adviser

regarding

the

costs

of

services

and

its

profitability

with

respect

to

each

of

the

Absolute

Funds.

In

this

regard,

the

Board

considered

the

Adviser’s

resources

devoted

to

each

of

the

Absolute

Funds

as

well

as

the

Adviser’s

discussion

of

the

costs

and

profitability

of

its

fund

activities,

including

the

percentage

and

amount

of

the

Adviser’s

fee

that

the

Adviser

retained

and

the

percentage

and

amount

of

the

Adviser’s

fee

that

was

paid

to

the

Subadvisers.

Based

on

these

and

other

applicable

considerations,

the

Board

concluded

that

the

Adviser’s

profits

attributable

to

the

management

of

each

of

the

Absolute

Funds

were

reasonable.

The

Board

did

not

consider

information

regarding

the

costs

of

services

provided

or

profits

realized

by

each

Subadviser

from

its

relationship

with

the

Absolute

Funds,

noting

instead

the

arms-length

nature

of

the

relationship

between

the

Adviser

and

the

Subadvisers

with

respect

to

the

negotiation

of

the

subadvisory

fee

rate

on

behalf

of

each

Absolute

Fund

and

that

the

Adviser,

and

not

the

Fund,

was

responsible

for

paying

the

subadvisory

fees

due

under

each

Subadvisory

Agreement.

Under

these

circumstances,

the

Board

concluded

that

each

Subadviser’s

profitability

was

not

a

material

factor

in

determining

whether

to

approve

the

continuance

of

the

Subadvisory

Agreements.

Economies

of

Scale

The

Board

considered

whether

the

Absolute

Funds

could

benefit

from

economies

of

scale.

In

this

regard,

the

Board

considered

the

fee

structure,

asset

size,

and

net

expense

ratio

of

each

of

the

Absolute

Funds.

The

Board

considered

the

Adviser’s

representation

that,

although

each

of

the

Absolute

Funds

could

potentially

benefit

from

economies

of

scale

as

assets

grow,

other

than

establishing

a

breakpoint

for

the

imposition

of

an

expense

cap

for

the

Arbitrage

Fund,

the

Adviser

had

determined

not

to

recommend

breakpoints

in

the

advisory

fees

at

this

time,

due,

in

part,

to

the

assets

under

management

in

each

of

the

Absolute

Funds.

The

Board

noted

that

the

Strategies

Fund’s

assets

had

declined

sharply

over

the

period.

Further,

with

respect

to

the

Capital

Opportunities

Fund,

the

Board

noted

the

Adviser’s

representation

that

the

consideration

of

breakpoints

was

not

appropriate

at

this

time,

given

the

current

low

relative

asset

level

of

the

Fund

and

the

reduction

in

the

contractual

advisory

fee

rate

and

expense

cap

for

the

Capital

Opportunities

Fund

implemented

in

2018.

Based

on

the

foregoing

information,

and

other

applicable

considerations,

the

Board

determined

that

the

asset

levels

of

the

Absolute

Funds

were

not

consistent

with

the

existence

of

economies

of

scale

such

that

economies

of

scale

were

not

a

material

factor

to

consider

in

approving

the

continuation

of

the

Advisory

Agreement.

ABSOLUTE

FUNDS

ADDITIONAL

INFORMATION

(Unaudited)

March

31,

2020

47

Absolute

Funds

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

Absolute

Funds.

Based

on

the

foregoing

representation,

the

Board

concluded

that

other

benefits

received

by

the

Adviser

from

its

relationship

with

the

Absolute

Funds

were

not

a

material

factor

in

approving

the

continuation

of

the

Advisory

Agreements.

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.

In

light

of

the

fact

that

each

Absolute

Fund

is

a

multi-manager

fund,

however,

for

which

the

Adviser

identifies

Subadvisers

whose

strategies

it

seeks

to

combine

to

achieve

the

Fund’s

investment

objective,

when

considering

the

renewal

of

the

Subadvisory

Agreements,

the

Board

gave

significant

weight

to

the

Adviser’s

recommendation

that

each

Subadvisory

Agreement

be

renewed

and

to

the

Adviser’s

representation

that

the

reappointment

of

the

Subadvisers

would

positively

contribute

to

the

Adviser’s

successful

execution

of

each

of

the

Absolute

Funds’

overall

strategies.

The

Board

reviewed

a

memorandum

from

Fund

counsel

discussing

the

legal

standards

applicable

to

its

consideration

of

the

Advisory

Agreements

and

Subadvisory

Agreements.

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

each

Advisory

Agreement

and

in

each

Subadvisory

Agreement,

was

fair

and

reasonable

in

light

of

the

services

performed,

expenses

incurred

and

such

other

matters

as

the

Board

considered

relevant.

Proxy

Voting

Information

A

description

of

the

policies

and

procedures

that

each

Fund

uses

to

determine

how

to

vote

proxies

relating

to

securities

held

in

each

Fund’s

portfolio

is

available,

without

charge

and

upon

request,

by

calling

(888)

992-2765

and

on

the

U.S.

Securities

and

Exchange

Commission’s

(the

“SEC”)

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

(888)

992-2765

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

or

may

be

reviewed

and

copied

at

the

SEC’s

Public

Reference

Room

in

Washington,

D.C.

Information

on

the

operation

of

the

Public

Reference

Room

may

be

obtained

by

calling

(800)

SEC-0330.

Shareholder

Expense

Example

As

a

shareholder

of

the

Funds

,

you

incur

ongoing

costs,

including

management

fees,

distribution

(12b-1)

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

October

1,

2019

through

March

31,

2020.

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.

ABSOLUTE

FUNDS

ADDITIONAL

INFORMATION

(Unaudited)

March

31,

2020

48

Absolute

Funds

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.

Federal

Tax

Status

of

Dividends

Declared

during

the

Fiscal

Year

For

federal

income

tax

purposes,

dividends

from

short-term

capital

gains

are

classified

as

ordinary

income.

The

Absolute

Strategies

Fund

designates

32

.

97

%

of

its

income

dividend

distributed

as

qualifying

for

the

corporate

dividends-received

deduction

(DRD)

and

32

.

97

%

for

the

qualified

dividend

rate

(QDI)

as

defined

in

section

1(h)(11)

of

the

Code.

The

Absolute

Strategies

Fund

also

designates

1.76

%

of

its

income

dividends

as

qualified

interest

income

exempt

from

U.S.

tax

for

foreign

shareholders

(QII).

The

Absolute

Convertible

Arbitrage

Fund

designates

79

.

56

%

of

its

income

dividends

as

QII.

Pursuant

to

Section

852(b)(3)

of

the

Internal

Revenue

Code,

Absolute

Capital

Opportunities

Fund

and

Absolute

Convertible

Arbitrage

Fund

designated

$320,000

and

$2,372,495,

as

long-term

capital

gain

dividends,

respectively.

Trustees

and

Officers

of

the

Trust

The

Board

is

responsible

for

oversight

of

the

management

of

the

Trust’s

business

affairs

and

of

the

exercise

of

all

the

Trust’s

powers

except

those

reserved

for

the

shareholders.

The

following

table

provides

information

about

each

Trustee

and

certain

officers

of

the

Trust.

Each

Trustee

and

officer

holds

office

until

the

person

resigns,

is

removed,

or

is

replaced.

Unless

otherwise

noted,

the

persons

have

held

their

principal

occupations

for

more

than

five

years.

The

address

for

all

Trustees

and

officers

is

Three

Canal

Plaza,

Suite

600,

Portland,

Maine

04101.

Each

Fund’s

Statement

of

Additional

Information

includes

additional

information

about

the

Trustees

and

is

available,

without

charge

and

upon

request,

by

calling

(888)

992-2765.

Beginning

Account

Value

October

1,

2019

Ending

Account

Value

March

31,

2020

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Absolute

Strategies

Fund

Actual

$

1,000.00

$

1,014.52

$

7.76

1.54%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,017.30

$

7.77

1.54%

Absolute

Capital

Opportunities

Fund

Actual

$

1,000.00

$

1,024.98

$

8.86

1.75%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,016.25

$

8.82

1.75%

Absolute

Convertible

Arbitrage

Fund

Actual

$

1,000.00

$

987.59

$

10.78

2.17%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,014.15

$

10.93

2.17%

*

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

(183)

divided

by

366

to

reflect

the

half-year

period.

ABSOLUTE

FUNDS

ADDITIONAL

INFORMATION

(Unaudited)

March

31,

2020

49

Absolute

Funds

(1)

Jessica

Chase

is

currently

an

interested

person

of

the

Trust,

as

defined

in

the

1940

Act,

due

to

her

affiliation

with

Apex

Fund

Services

and

her

role

as

President

of

the

Trust.

Apex

Fund

Services

is

a

wholly

owned

subsidiary

of

Apex

US

Holdings

LLC.

Name

and

Year

of

Birth

Position

with

the

Trust

Length

of

Time

Served

Principal

Occupation(s)

During

Past

Five

Years

Number

of

Series

in

Fund

Complex

Overseen

By

Trustee

Other

Directorships

Held

By

Trustee

During

Past

Five

Years

Independent

Trustees

David

Tucker

Born:

1958

Trustee;

Chairman

of

the

Board

Since

2011

and

Chairman

since

2018

Director,

Blue

Sky

Experience

(a

charitable

endeavor)

since

2008;

Senior

Vice

President

&

General

Counsel,

American

Century

Companies

(an

investment

management

firm)

1998-2008.

3

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Mark

D.

Moyer

Born:

1959

Trustee;

Chairman

of

the

Audit

Committee

Since

2018

Chief

Financial

Officer,

Freedom

House

(a

NGO

advocating

political

freedom

and

democracy)

since

2017;

independent

consultant

providing

interim

CFO

services,

principally

to

non-profit

organizations,

2011-2017.

3

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Jennifer

Brown-Strabley

Born:

1964

Trustee

Since

2018

Principal,

Portland

Global

Advisors

(a

registered

investment

adviser),

1996-2010.

3

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Interested

Trustees

(1)

Jessica

Chase

Born:

1970

Trustee

Since

2018

Director,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

3

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

ABSOLUTE

FUNDS

ADDITIONAL

INFORMATION

(Unaudited)

March

31,

2020

50

Absolute

Funds

Name

and

Year

of

Birth

Position

with

the

Trust

Length

of

Time

Served

Principal

Occupation(s)

During

Past

5

Years

Officers

Jessica

Chase

Born:

1970

President;

Principal

Executive

Officer

Since

2015

Director,

Apex

Fund

Services

since

2019.

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Karen

Shaw

Born:

1972

Treasurer;

Principal

Financial

Officer

Since

2008

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Zachary

Tackett

Born:

1988

Vice

President;

Secretary

and

Anti-Money

Laundering

Compliance

Officer

Since

2014

Senior

Counsel,

Apex

Fund

Services

since

2019;

Counsel,

Atlantic

Fund

Services

2014-2019.

Michael

J.

McKeen

Born:

1971

Vice

President

Since

2009

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Timothy

Bowden

Born:

1969

Vice

President

Since

2009

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2008-

2019.

Geoffrey

Ney

Born:

1975

Vice

President

Since

2013

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2013-

2019.

Todd

Proulx

Born:

1978

Vice

President

Since

2013

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2013-

2019.

Carlyn

Edgar

Born:

1963

Vice

President

Since

2008

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019;

Chief

Compliance

Officer,

2008-2016.

Dennis

Mason

Born:

1967

Chief

Compliance

Officer

Since

2016

Fund

Compliance

Officer,

Apex

Fund

Services

since

2019;

Fund

Compliance

Officer,

Atlantic

Fund

Services

2013-2019.

P.O.

BOX

588

PORTLAND,

MAINE

04112

(888)

992-2765

(TOLL

FREE)

(888)

99-ABSOLUTE

(TOLL

FREE)

INVESTMENT

ADVISER

Absolute

Investment

Advisers

LLC

4

North

Street,

Suite

2

Hingham,

Massachusetts

02043

www.absoluteadvisers.com

TRANSFER

AGENT

Apex

Fund

Services

P.O.

Box

588

Portland,

Maine

04112

(888)

992-2765

(Toll

Free)

(888)

99-ABSOLUTE

(Toll

Free)

www.theapexgroup.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

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

managements

and

other

information.

212-ANR-0320

Beck,

Mack

&

Oliver

LLC

Annual

Report

March

31,

2020

Beck,

Mack

&

Oliver

Partners

Fund

Beck,

Mack

&

Oliver

Partners

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

March

31,

2020

1

Dear

Fellow

Shareholder:

The

Beck,

Mack

&

Oliver

Partners

Fund

(the

“Partners

Fund”)

returned

-17.17%

net

of

fees

and

expenses

for

the

fiscal

year

ended

March

31,

2020

(the

“Fiscal

Year”),

resulting

in

a

net

asset

value

of

$9.27.

By

comparison,

during

the

Fiscal

Year,

the

S&P

500

Index,

which

is

the

Partners

Fund’s

principal

benchmark,

returned

-6.98%.

Performance

Update

The

table

below

disaggregates

investment

performance

between

the

first

11

months

and

the

final

month

of

the

Fiscal

Year

for

the

Partners

Fund,

the

S&P

500

Index,

and

several

other

S&P

indices.

The

outbreak

of

COVID-19

and

the

resultant

widespread

economic

lockdowns

triggered

a

historic

selloff

in

risk

assets

during

the

final

month

of

the

Fiscal

Year.

Within

the

equity

market

there

was

an

extraordinary

degree

of

performance

divergence

with

respect

to

company

size,

industry

sector,

and

classifications

such

as

“value”

and

“growth.”

Unfortunately,

while

the

Partners

Fund

outperformed

the

S&P

500

Index

during

the

first

11

months

of

the

Fiscal

Year,

it

underperformed

during

the

final

month,

which

we

believe

is

largely

attributable

to

the

factors

mentioned

in

the

preceding

sentence.

We

do

not

believe

that

the

performance

of

the

Partners

Fund

during

the

final

month

of

the

Fiscal

Year,

in

either

absolute

terms

or

relative

to

the

S&P

500

Index,

represents

a

permanent

loss

of

capital.

The

closing

share

prices

across

the

portfolio

as

of

the

end

of

the

Fiscal

Year

reflect

a

market

in

the

throes

of

a

global

pandemic

and

severe

economic

disruption.

We

do

not

believe

that

those

share

prices

accurately

reflect

the

underlying

value

of

the

corresponding

businesses.

(Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

an

investor’s

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

For

the

most

recent

month-end

performance,

please

call

(800)

943-6786.)

Total

Returns

3/31/19

–

2/29/20

2/29/20

–

3/31/20

3/31/19

–

3/31/20

Partners

Fund

+6.77%

-22.43%

-17.17%

S&P

500

Index

+6.13%

-12.35%

-6.98%

S&P

500

Equal

Weight

Index

+0.49%

-17.97%

-17.57%

S&P

500

Value

Index

+3.58%

-15.25%

-12.22%

S&P

500

Growth

Index

+8.31%

-9.96%

-2.48%

S&P

100

Index

+7.88%

-10.22%

-3.14%

S&P

MidCap

400

Index

-2.87%

-20.25%

-22.53%

S&P

SmallCap

Index

-4.53%

-22.40%

-25.92%

Beck,

Mack

&

Oliver

Partners

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

March

31,

2020

2

Largest

Positive

&

Negative

Contributors

The

table

below

indicates

the

largest

positive

and

negative

contributors

to

investment

performance

as

well

as

the

total

returns

of

the

respective

securities

during

the

Fiscal

Year.

1

Largest

Positive

Contributors

The

three

largest

positive

contributors

to

investment

performance

during

the

Fiscal

Year

were

The

Blackstone

Group,

Inc.,

Microsoft

Corp.,

and

Apollo

Global

Management,

Inc.

These

positions

have

been

discussed

in

several

recent

shareholder

letters.

We

believe

that

the

corresponding

investment

theses

remain

firmly

intact

and

all

three

remain

core

positions

in

the

Partners

Fund.

Largest

Negative

Contributors

Matador

Resources

Co.

(“Matador”),

which

we

have

discussed

in

several

recent

shareholder

letters,

was

the

largest

negative

contributor

to

investment

performance

during

the

Fiscal

Year.

During

the

final

month

of

the

Fiscal

Year,

the

energy

industry

confronted

not

only

a

severe

reduction

in

energy

demand

due

to

the

COVID-19

outbreak

and

economic

shutdowns,

but

also

the

prospect

of

greater

oil

supply

as

Russia

and

Saudi

Arabia

struggled

to

agree

to

mutual

production

levels.

The

profound

combined

impact

of

these

two

factors

is

evident

in

the

oil

price,

which

ended

the

Fiscal

Year

at

$20.48,

down

from

more

than

$60

less

than

three

months

earlier.

2

We

believe

that

Matador

will

successfully

navigate

the

current

extraordinary

environment,

as

the

company

has

hedged

nearly

all

of

its

calendar

2020

production,

has

reduced

its

capital

spending,

and

continues

to

create

value

in

its

midstream

assets,

which

are

less

sensitive

to

changes

in

the

oil

price.

Enterprise

Products

Partners

(“Enterprise”)

was

buffeted

by

the

same

headwinds

as

Matador.

Enterprise’s

business,

however,

is

exclusively

focused

on

midstream

operations

and

is

therefore

more

insulated

from

volatility

in

the

underlying

oil

price.

The

company

also

has

a

healthy

balance

sheet,

which

we

believe

will

enable

it

to

emerge

in

a

stronger

competitive

position

on

the

other

side

of

the

current

environment.

As

of

the

end

of

the

Fiscal

Year,

the

Partners

Fund’s

total

energy

exposure,

which

comprises

only

Matador

and

Enterprise,

represented

just

4.5%

of

net

assets.

1

Total

return

refers

to

the

security’s

total

return

during

the

Fiscal

Year.

Contribution

refers

to

the

total

return

of

the

Partners

Fund’s

ownership

within

the

Fiscal

Year

multiplied

by

the

percentage

of

the

Partners

Fund’s

net

assets

that

the

security

represents.

Largest

Positive

Contributors

Largest

Negative

Contributors

Position

Contribution

Total

Return

Position

Contribution

Total

Return

The

Blackstone

Group,

Inc.

+2.66%

+35.31%

Matador

Resources

Co.

-3.97%

-87.17%

Microsoft

Corp.

+1.84%

+35.50%

BlackBerry,

Ltd.

-2.97%

-59.07%

Apollo

Global

Management,

Inc.

+1.55%

+26.00%

Enterprise

Products

Partners

-2.44%

-47.65%

Beck,

Mack

&

Oliver

Partners

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

March

31,

2020

3

BlackBerry,

Ltd.

BlackBerry

was

also

among

the

largest

negative

contributors

to

investment

performance

during

the

Fiscal

Year.

In

our

most

recent

shareholder

letter,

we

discussed

softness

in

the

company’s

enterprise

software

and

services

business,

which

we

predicted

would

be

temporary.

Its

enterprise

business

has

indeed

improved

since

then,

but

unfortunately

the

stock

underperformed

during

the

final

month

of

the

Fiscal

Year,

which

we

attribute

primarily

to

its

smaller

market

cap

and

a

global

slowdown

in

vehicle

production

following

the

COVID-19

outbreak,

which

has

negatively

affected

BlackBerry’s

QNX

business.

The

QNX

business

should

improve

as

vehicle

production

resumes

and

we

remain

enthusiastic

about

its

other

businesses.

We

believe

that

the

stock

is

substantially

undervalued.

New

&

Exited

Positions

The

table

below

indicates

the

two

new

positions

that

were

initiated

and

the

five

positions

that

were

exited

during

the

Fiscal

Year.

Ashtead

Group

PLC

Ashtead

Group

PLC

(“Ashtead”)

is

an

equipment

rental

business

that

serves

construction

and

industrial

customers

in

the

US,

the

UK,

and

Canada.

The

industry,

which

is

quite

fragmented,

tends

to

grow

at

a

higher

rate

than

the

broader

economy

due

to

an

ongoing

shift

among

end-users

from

owning

to

renting

equipment.

Ashtead,

which

is

one

of

three

larger

industry

players,

has

successfully

grown

the

business

through

both

organic

growth

and

acquisitions,

generating

high

returns

on

invested

capital.

We

believe

that

Ashtead

is

further

advantaged

due

to

its

higher-quality

operations,

young

fleet,

and

strong

management

team,

and

we

initiated

a

position

at

what

we

believe

to

be

an

attractive

valuation.

The

Charles

Schwab

Corp.

We

have

long

admired

The

Charles

Schwab

Corp.

(“Schwab”),

which

provides

services

related

to

securities

brokerage,

wealth

management,

and

trust

custody.

The

company

has

a

leading

platform

for

both

retail

brokerage

and

registered

investment

advisers.

We

initiated

a

position

in

October

2019

after

Schwab

eliminated

trading

commissions.

In

our

view,

while

zero

commissions

would

pressure

Schwab

in

the

short

run

due

to

forgone

revenues,

the

company

would

benefit

in

the

long

run

in

the

form

of

greater

net

new

asset

growth.

The

plot

soon

thickened

in

November,

when

Schwab

announced

a

highly

accretive,

all-stock

acquisition

of

its

longtime

rival

TD

Ameritrade.

We

believe

that

both

the

timing

and

the

valuation

2

West

Texas

Intermediate

benchmark.

New

Positions

Exited

Positions

Ashtead

Group

PLC

Anheuser

Busch

InBev

The

Charles

Schwab

Corp.

Gilead

Sciences

HomeFed

Corp.

Oaktree

Capital

Group

QUALCOMM

Beck,

Mack

&

Oliver

Partners

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

March

31,

2020

4

of

the

merger

were

heavily

influenced

by

Schwab’s

decision

to

eliminate

trading

commissions,

which

prompted

TD

Ameritrade

and

other

competitors,

which

are

more

reliant

than

Schwab

on

commission

revenues,

to

eliminate

their

commissions.

While

the

market

selloff

and

decline

in

interest

rates

put

pressure

on

the

company’s

share

price

towards

the

end

of

the

Fiscal

Year,

we

remain

enthusiastic

about

Schwab’s

ability

to

generate

attractive

returns

over

time.

Anheuser-Busch

InBev

&

Gilead

Sciences

We

decided

to

exit

the

Anheuser-Busch

InBev

(“BUD”)

and

Gilead

Sciences

(“Gilead”)

positions

primarily

in

order

to

fund

the

new

investments

discussed

above.

While

we

believe

that

both

companies

remain

undervalued,

we

became

less

comfortable

with

BUD’s

financial

leverage

and

we

felt

that

the

risk/reward

opportunity

in

Gilead

was

less

compelling

than

in

the

other

healthcare

positions.

Other

Exited

Positions

In

our

most

recent

shareholder

letter,

we

discussed

our

exits

from

HomeFed

Corp.,

Oaktree

Capital

Group,

and

QUALCOMM.

Other

Portfolio

Observations

As

of

the

end

of

the

Fiscal

Year,

the

Partners

Fund

held

25

equity

positions,

with

the

10

largest

positions

representing

62.2%

of

net

assets.

This

compares

to

28

equity

positions,

with

the

10

largest

positions

representing

51.6%

of

net

assets,

as

of

March

31,

2019.

As

of

the

end

of

the

Fiscal

Year,

the

largest

sector

exposures

were

financials

(31.7%

of

net

assets),

healthcare

(18.6%),

and

communication

services

(17.5%)

and

cash

represented

less

than

1%

of

net

assets.

As

of

the

end

of

the

Fiscal

Year,

the

Partners

Fund

had

an

estimated

net

capital

loss

of

approximately

$16.2

million,

or

approximately

$5.52

per

share.

Outlook

&

Conclusion

The

final

month

of

the

Fiscal

Year

was

characterized

by

a

global

health

crisis,

widespread

investor

panic,

an

unprecedented

global

economic

shutdown,

and

extraordinary

policy

interventions.

The

closing

prices

across

the

portfolio

as

of

the

end

of

the

Fiscal

Year

reflect

a

market

that

was

grappling

with

this

unique

moment

in

history.

We

cannot

recall

a

time

when

day-

to-day

changes

in

security

prices

seemed

more

divorced

from

business

fundamentals

than

they

did

during

the

final

weeks

of

the

Fiscal

Year.

As

the

crisis

began

to

unfold,

we

engaged

with

all

of

our

portfolio

companies

in

order

to

ascertain

their

balance

sheet

strength,

liquidity,

and

operational

capability

to

navigate

the

current

environment,

and

we

are

continuously

analyzing

all

of

our

holdings

with

respect

to

a

broad

range

of

possible

scenarios.

We

are

confident

that

all

of

our

holdings

are

likely

to

withstand

even

a

highly

adverse

scenario,

and

we

believe

that

many

of

our

companies

may

emerge

in

a

stronger

competitive

position

as

the

world

moves

beyond

the

current

phase

of

the

COVID-19

outbreak

and

as

economies

begin

to

reopen.

We

do

not

believe

that

the

intrinsic

value

of

the

companies

in

the

portfolio

has

been

permanently

impaired

by

recent

events,

and

Beck,

Mack

&

Oliver

Partners

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

March

31,

2020

5

we

continue

to

expect

the

corresponding

share

prices

to

more

reasonably

reflect

that

value

in

the

fullness

of

time.

We

look

forward

to

providing

an

update

in

our

next

shareholder

letter.

Thank

you

for

your

continued

support.

Yours

sincerely,

Appendix:

Historical

Performance

Total

returns

for

the

Partners

Fund

and

the

S&P

500

Index

for

the

periods

ended

March

31,

2020,

were

as

follows:

(Performance

data

quoted

represent

past

performance

and

are

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

an

investor’s

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

Shares

redeemed

or

exchanged

within

60

days

of

purchase

will

be

charged

a

2.00%

redemption

fee.

As

stated

in

the

current

prospectus,

the

Partners

Fund’s

annual

operating

expense

ratio

(gross)

is

1.74%.

However,

the

Partners

Fund’s

adviser

has

agreed

to

contractually

waive

its

fees

and/or

reimburse

expenses

to

limit

total

operating

expenses

to

1.00%

through

at

least

July

31,

2020;

otherwise

performance

shown

would

have

been

lower.

For

the

most

recent

month-end

performance,

please

call

(800)

943-6786.

Returns

greater

than

one

year

are

annualized.

The

Partners

Fund

recently

experienced

significant

negative

short-term

performance

due

to

market

volatility

associated

with

the

COVID-19

pandemic.

*Excludes

performance

prior

to

the

Partners

Fund’s

reorganization

from

a

limited

partnership.

IMPORTANT

RISKS

AND

DISCLOSURE:

There

is

no

assurance

that

the

Partners

Fund

will

achieve

its

investment

objective.

An

investment

in

the

Partners

Fund

is

subject

to

risk,

including

the

possible

loss

of

principal

amount

invested.

The

risks

associated

with

the

Partners

Fund

include:

equity

and

convertible

securities

risk,

foreign

investment

risk,

management

risk,

fixed-income

securities

risk,

Robert

C.

Beck

Richard

C.

Fitzgerald

Annualized

Returns

One

Year

Three

Years

Five

Years

Since

12/01/2009

Reorg*

Ten

Years

Partners

Fund

-17.17%

-3.16%

-1.61%

+4.44%

+4.04%

S&P

500

Index

-6.98%

+5.10%

+6.73%

+10.81%

+10.53%

Beck,

Mack

&

Oliver

Partners

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

March

31,

2020

6

non-investment

grade

securities

risk,

liquidity

risk,

“high

yield

securities”

or

“junk

bonds”

and

non-diversification

risk.

The

Partners

Fund

may

invest

in

small

and

mid-sized

capitalization

companies

meaning

that

these

companies

carry

greater

risk

than

is

customarily

associated

with

larger

companies

for

various

reasons

such

as

narrower

markets,

limited

financial

resources

and

less

liquid

stock.

The

S&P

500

Index

is

a

broad-based,

unmanaged

measurement

of

changes

in

stock

market

conditions

based

on

the

average

of

500

widely

held

common

stocks.

The

total

return

of

the

S&P

500

Index

and

of

the

Partners

Fund

includes

the

reinvestment

of

dividends

and

income.

The

total

return

of

the

Partners

Fund

includes

operating

expenses

that

reduce

returns,

while

the

total

return

of

the

S&P

500

Index

does

not

include

expenses.

The

Partners

Fund

is

professionally

managed

while

the

S&P

500

Index

is

unmanaged

and

is

not

available

for

investment.

It

is

not

possible

to

invest

directly

in

an

index.

This

letter

may

contain

discussions

about

certain

investments

both

held

and

not

held

in

the

portfolio.

All

current

and

future

holdings

are

subject

to

risk

and

to

change.

The

views

in

this

report

were

those

of

the

Partners

Fund

managers

as

of

March

31,

2020,

and

may

not

reflect

their

views

on

the

date

this

report

is

first

published

or

any

time

thereafter.

These

views

are

intended

to

assist

shareholders

in

understanding

their

investment

in

the

Partners

Fund

and

do

not

constitute

investment

advice.

On

December

1,

2009,

a

limited

partnership

managed

by

the

adviser

reorganized

into

the

Partners

Fund.

The

predecessor

limited

partnership

maintained

an

investment

objective

and

investment

policies

that

were,

in

all

material

respects,

equivalent

to

those

of

the

Partners

Fund.

The

Partners

Fund’s

performance

for

the

periods

before

December

1,

2009

is

that

of

the

limited

partnership

and

includes

the

expenses

of

the

limited

partnership,

which

were

lower

than

the

Partners

Fund’s

current

expenses,

except

for

2008

where

the

expenses

of

the

limited

partnership

were

higher.

The

performance

prior

to

December

1,

2009

is

based

on

calculations

that

are

different

from

the

standardized

method

of

calculations

by

the

SEC.

If

the

limited

partnership’s

performance

had

been

readjusted

to

reflect

the

estimated

expenses

of

the

Partners

Fund

for

its

first

Fiscal

Year,

the

performance

would

have

been

lower.

The

limited

partnership

was

not

registered

under

the

Investment

Company

Act

of

1940

(“1940

Act”)

and

was

not

subject

to

certain

investment

limitations,

diversification

requirements,

and

other

restrictions

imposed

by

the

1940

Act

and

the

Internal

Revenue

Code

of

1986,

which,

if

applicable,

may

have

adversely

affected

its

performance.

Beck,

Mack

&

Oliver

Partners

Fund

PERFORMANCE

CHART

AND

ANALYSIS

(Unaudited)

March

31,

2020

7

The

following

chart

reflects

the

change

in

the

value

of

a

hypothetical

$10,000

investment,

including

reinvested

dividends

and

distributions,

in

Beck,

Mack

&

Oliver

Partners

Fund

(the

“Fund”)

compared

with

the

performance

of

the

benchmark,

S&P

500®

Index

(the

“S&P

500”),

over

the

past

10

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

a

$10,000

Investment

Beck,

Mack

&

Oliver

Partners

Fund

vs.

S&P

500

Index

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratio

(gross)

is

1.74%.

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,

acquired

fund

fees

and

expenses

and

extraordinary

expenses)

to

1.00%,

through

at

least

July

31,

2020

(the

“Expense

Cap”).

The

Expense

Cap

may

be

raised

or

eliminated

only

with

the

consent

of

the

Board

of

Trustees.

During

the

period,

certain

fees

were

waived

and/or

expenses

reimbursed;

otherwise,

returns

would

have

been

lower.

Shares

redeemed

or

exchanged

within

60

days

of

purchase

will

be

charged

a

2.00%

redemption

fee.

The

performance

table

and

graph

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

Fund

shares.

Returns

greater

than

one

year

are

annualized.

For

the

most

recent

month-end

performance,

please

call

(800)

943-6786.

Average

Annual

Total

Returns

Periods

Ended

March

31,

2020

One

Year

Five

Year

Ten

Year

Beck,

Mack

&

Oliver

Partners

Fund

-17.17%

-1.61%

4.04%

S&P

500®

Index

-6.98%

6.73%

10.53%

Beck,

Mack

&

Oliver

Partners

Fund

PORTFOLIO

PROFILE

(Unaudited)

March

31,

2020

8

PORTFOLIO

HOLDINGS

%

of

Total

Investments

Beck,

Mack

&

Oliver

Partners

Fund

SCHEDULE

OF

INVESTMENTS

March

31,

2020

9

See

Notes

to

Financial

Statements.

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

as

of

March

31,

2020. 

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

includes

Common

Stock

and

a

Warrant.

Refer

to

this

Schedule

of

Investments

for

a

further

breakout

of

each

security

by

industry.

Shares

Security

Description

Value

Common

Stock

-

99.7%

Communication

Services

-

17.5%

1,650‌

Alphabet,

Inc.,

Class C 

(a)

$

1,918,637‌

176,000‌

CenturyLink,

Inc.

1,664,960‌

66,000‌

Discovery,

Inc.,

Class C 

(a)

1,157,640‌

4,741,237‌

Energy

-

4.5%

70,000‌

Enterprise

Products

Partners

LP

1,001,000‌

90,000‌

Matador

Resources

Co. 

(a)

223,200‌

1,224,200‌

Financials

-

31.7%

59,000‌

Apollo

Global

Management,

Inc.

1,976,500‌

4,400‌

Credit

Acceptance

Corp. 

(a)

1,125,036‌

11,500‌

Enstar

Group,

Ltd. 

(a)

1,829,075‌

16,000‌

JPMorgan

Chase

&

Co.

1,440,480‌

45,000‌

The

Blackstone

Group,

Inc.,

Class A

2,050,650‌

6,000‌

The

Charles

Schwab

Corp.

201,720‌

8,623,461‌

Health

Care

-

18.6%

7,500‌

Abbott

Laboratories

591,825‌

38,000‌

Grifols

SA,

ADR

765,320‌

9,500‌

Laboratory

Corp.

of

America

Holdings 

(a)

1,200,705‌

65,000‌

RadNet,

Inc. 

(a)

683,150‌

130,000‌

Teva

Pharmaceutical

Industries,

Ltd.,

ADR 

(a)

1,167,400‌

3,500‌

Waters

Corp. 

(a)

637,175‌

5,045,575‌

Industrials

-

13.2%

25,000‌

Advanced

Drainage

Systems,

Inc.

736,000‌

17,000‌

Armstrong

World

Industries,

Inc.

1,350,140‌

18,000‌

Ashtead

Group

PLC

396,000‌

23,000‌

Westinghouse

Air

Brake

Technologies

Corp.

1,106,990‌

3,589,130‌

Information

Technology

-

11.7%

215,000‌

BlackBerry,

Ltd. 

(a)

887,950‌

14,500‌

Microsoft

Corp.

2,286,795‌

3,174,745‌

Materials

-

2.5%

1,500‌

The

Sherwin-Williams

Co.

689,280‌

Total

Common

Stock

(Cost

$26,951,108)

27,087,628‌

Shares

Security

Description

Exercise

Price

Exp.

Date

Value

Warrants

-

0.0%

75,675‌

AgroFresh

Solutions,

Inc. 

(a)

(Cost

$171,745)

$

11.50‌

07/31/20

$

749‌

Investments,

at

value

-

99.7%

(Cost

$27,122,853)

$

27,088,377‌

Other

Assets

&

Liabilities,

Net

-

0.3%

72,954‌

Net

Assets

-

100.0%

$

27,161,331‌

ADR

American

Depositary

Receipt

LP

Limited

Partnership

PLC

Public

Limited

Company

(a)

Non-income

producing

security.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

27,088,377‌

Level

2

-

Other

Significant

Observable

Inputs

–‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

27,088,377‌

Beck,

Mack

&

Oliver

Partners

Fund

STATEMENT

OF

ASSETS

AND

LIABILITIES

March

31,

2020

10

See

Notes

to

Financial

Statements.

*

Shares

redeemed

or

exchanged

within

60

days

of

purchase

are

charged

a

2.00%

redemption

fee.

ASSETS

Investments,

at

value

(Cost

$27,122,853)

$

27,088,377‌

Cash

111,978‌

Receivables:

Dividends

and

interest

1,810‌

Prepaid

expenses

8,186‌

Total

Assets

27,210,351‌

LIABILITIES

Accrued

Liabilities:

Investment

adviser

fees

472‌

Fund

services

fees

15,029‌

Other

expenses

33,519‌

Total

Liabilities

49,020‌

NET

ASSETS

$

27,161,331‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

42,767,129‌

Distributable

earnings

(15,605,798‌)

NET

ASSETS

$

27,161,331‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

2,930,094‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE*

$

9.27‌

Beck,

Mack

&

Oliver

Partners

Fund

STATEMENT

OF

OPERATIONS

YEAR

ENDED

MARCH

31,

2020

11

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$5,738)

$

745,343‌

Interest

income

2,700‌

Total

Investment

Income

748,043‌

EXPENSES

Investment

adviser

fees

372,101‌

Fund

services

fees

180,812‌

Custodian

fees

10,101‌

Registration

fees

19,930‌

Professional

fees

35,207‌

Trustees'

fees

and

expenses

4,050‌

Other

expenses

47,781‌

Total

Expenses

669,982‌

Fees

waived

(297,881‌)

Net

Expenses

372,101‌

NET

INVESTMENT

INCOME

375,942‌

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

on

investments

973,106‌

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

(6,886,696‌)

NET

REALIZED

AND

UNREALIZED

LOSS

(5,913,590‌)

DECREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

(5,537,648‌)

Beck,

Mack

&

Oliver

Partners

Fund

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

12

See

Notes

to

Financial

Statements.

For

the

Years

Ended

March

31,

2020

2019

OPERATIONS

Net

investment

income

$

375,942‌

$

461,201‌

Net

realized

gain

(loss)

973,106‌

(1,584,013‌)

Net

change

in

unrealized

appreciation

(depreciation)

(6,886,696‌)

50,917‌

Decrease

in

Net

Assets

Resulting

from

Operations

(5,537,648‌)

(1,071,895‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

(169,312‌)

–‌

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

2,047,266‌

2,268,661‌

Reinvestment

of

distributions

155,007‌

–‌

Redemption

of

shares

(6,094,701‌)

(2,806,097‌)

Redemption

fees

1,211‌

596‌

Decrease

in

Net

Assets

from

Capital

Share

Transactions

(3,891,217‌)

(536,840‌)

Decrease

in

Net

Assets

(9,598,177‌)

(1,608,735‌)

NET

ASSETS

Beginning

of

Year

36,759,508‌

38,368,243‌

End

of

Year

$

27,161,331‌

$

36,759,508‌

SHARE

TRANSACTIONS

Sale

of

shares

161,470‌

196,138‌

Reinvestment

of

distributions

11,869‌

–‌

Redemption

of

shares

(514,573‌)

(242,430‌)

Decrease

in

Shares

(341,234‌)

(46,292‌)

Beck,

Mack

&

Oliver

Partners

Fund

FINANCIAL

HIGHLIGHTS

13

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

year

.

For

the

Years

Ended

March

31,

2020

2019

2018

2017

2016

NET

ASSET

VALUE,

Beginning

of

Year

$

11.24‌

$

11.56‌

$

10.26‌

$

8.98‌

$

12.42‌

INVESTMENT

OPERATIONS

Net

investment

income

(a)

0.12‌

0.14‌

0.13‌

0.08‌

0.10‌

Net

realized

and

unrealized

gain

(loss)

(2.03‌)

(0.46‌)

1.18‌

1.30‌

(1.57‌)

Total

from

Investment

Operations

(1.91‌)

(0.32‌)

1.31‌

1.38‌

(1.47‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.06‌)

–‌

(0.01‌)

(0.10‌)

(0.07‌)

Net

realized

gain

–‌

–‌

–‌

–‌

(1.90‌)

Total

Distributions

to

Shareholders

(0.06‌)

–‌

(0.01‌)

(0.10‌)

(1.97‌)

REDEMPTION

FEES(a)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

NET

ASSET

VALUE,

End

of

Year

$

9.27‌

$

11.24‌

$

11.56‌

$

10.26‌

$

8.98‌

TOTAL

RETURN

(17.17‌)%

(2.77‌)%

12.77‌%

15.45‌%

(12.05‌)%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000s

omitted)

$

27,161‌

$

36,760‌

$

38,368‌

$

37,769‌

$

34,587‌

Ratios

to

Average

Net

Assets:

Net

investment

income

1.01‌%

1.19‌%

1.17‌%

0.80‌%

0.87‌%

Net

expenses

1.00‌%

1.00‌%

1.00‌%

1.00‌%

1.00‌%

Gross

expenses

(c)

1.80‌%

1.74‌%

1.76‌%

1.81‌%

1.44‌%

PORTFOLIO

TURNOVER

RATE

10‌%

17‌%

19‌%

26‌%

50‌%

(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.

Beck,

Mack

&

Oliver

Partners

Fund

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

14

Organization

The

Beck,

Mack

&

Oliver

Partners

Fund

(the

“Fund”)

is

a

non-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

December

1,

2009,

after

it

acquired

the

net

assets

of

BMO

Partners

Fund,

L.P.

(the

“Partnership”),

in

exchange

for

Fund

shares.

The

Partnership

commenced

operations

in

1991.

The

Fund

seeks

long-term

capital

appreciation

with

the

preservation

of

capital.

Summary

of

Significant

Accounting

Policies

The

Fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

under

Financial

Accounting

Standards

Board

(“FASB”)

Accounting

Standards

Codification

(“ASC”)

Topic

946,

“Financial

Services

–

Investment

Companies.”

These

financial

statements

are

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(“GAAP”),

which

require

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities,

the

disclosure

of

contingent

liabilities

at

the

date

of

the

financial

statements,

and

the

reported

amounts

of

increases

and

decreases

in

net

assets

from

operations

during

the

fiscal

year.

Actual

amounts

could

differ

from

those

estimates.

The

following

summarizes

the

significant

accounting

policies

of

the

Fund:

Security

Valuation

–

Securities

are

valued

at

market

prices

using

the

last

quoted

trade

or

official

closing

price

from

the

principal

exchange

where

the

security

is

traded,

as

provided

by

independent

pricing

services

on

each

Fund

business

day.

In

the

absence

of

a

last

trade,

securities

are

valued

at

the

mean

of

the

last

bid

and

ask

price

provided

by

the

pricing

service.

Debt

securities

may

be

valued

at

prices

supplied

by

a

fund’s

pricing

agent

based

on

broker

or

dealer

supplied

valuations

or

matrix

pricing,

a

method

of

valuing

securities

by

reference

to

the

value

of

other

securities

with

similar

characteristics

such

as

rating,

interest

rate

and

maturity.

Shares

of

non-exchange

traded

open-end

mutual

funds

are

valued

at

net

asset

value

(“NAV”).

Short-term

investments

that

mature

in

sixty

days

or

less

may

be

valued

at

amortized

cost.

The

Fund

values

its

investments

at

fair

value

pursuant

to

procedures

adopted

by

the

Trust’s

Board

of

Trustees

(the

“Board”)

if

(1)

market

quotations

are

not

readily

available

or

(2)

the

Adviser,

as

defined

in

Note

3,

believes

that

the

values

available

are

unreliable.

The

Trust’s

Valuation

Committee,

as

defined

in

the

Fund’s

registration

statement,

performs

certain

functions

as

they

relate

to

the

administration

and

oversight

of

the

Fund’s

valuation

procedures.

Under

these

procedures,

the

Valuation

Committee

convenes

on

a

regular

and

ad

hoc

basis

to

review

such

investments

and

considers

a

number

of

factors,

including

valuation

methodologies

and

significant

unobservable

inputs,

when

arriving

at

fair

value.

The

Valuation

Committee

may

work

with

the

Adviser

to

provide

valuation

inputs.

In

determining

fair

valuations,

inputs

may

include

market-based

analytics

that

may

consider

related

or

comparable

assets

or

liabilities,

recent

transactions,

market

multiples,

book

values

and

other

relevant

investment

information.

Adviser

inputs

may

include

an

income-based

approach

in

which

the

anticipated

future

cash

flows

of

the

investment

are

discounted

in

determining

fair

value.

Discounts

may

also

be

applied

based

on

the

nature

or

duration

of

any

restrictions

on

the

disposition

of

the

investments.

The

Valuation

Committee

performs

regular

reviews

of

valuation

methodologies,

key

inputs

and

assumptions,

disposition

analysis

and

market

activity.

Beck,

Mack

&

Oliver

Partners

Fund

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

15

Fair

valuation

is

based

on

subjective

factors

and,

as

a

result,

the

fair

value

price

of

an

investment

may

differ

from

the

security’s

market

price

and

may

not

be

the

price

at

which

the

asset

may

be

sold.

Fair

valuation

could

result

in

a

different

NAV

than

a

NAV

determined

by

using

market

quotes.

GAAP

has

a

three-tier

fair

value

hierarchy.

The

basis

of

the

tiers

is

dependent

upon

the

various

“inputs”

used

to

determine

the

value

of

the

Fund’s

investments.

These

inputs

are

summarized

in

the

three

broad

levels

listed

below:

Level

1

-

Quoted

prices

in

active

markets

for

identical

assets

and

liabilities.

Level

2

-

Prices

determined

using

significant

other

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

prepayment

speeds,

credit

risk,

etc.).

Short-term

securities

with

maturities

of

sixty

days

or

less

are

valued

at

amortized

cost,

which

approximates

market

value,

and

are

categorized

as

Level

2

in

the

hierarchy.

Municipal

securities,

long-term

U.S.

government

obligations

and

corporate

debt

securities

are

valued

in

accordance

with

the

evaluated

price

supplied

by

a

pricing

service

and

generally

categorized

as

Level

2

in

the

hierarchy.

Other

securities

that

are

categorized

as

Level

2

in

the

hierarchy

include,

but

are

not

limited

to,

warrants

that

do

not

trade

on

an

exchange,

securities

valued

at

the

mean

between

the

last

reported

bid

and

ask

quotation

and

international

equity

securities

valued

by

an

independent

third

party

with

adjustments

for

changes

in

value

between

the

time

of

the

securities’

respective

local

market

closes

and

the

close

of

the

U.S.

market.

Level

3

-

Significant

unobservable

inputs

(including

the

Fund’s

own

assumptions

in

determining

the

fair

value

of

investments).

The

aggregate

value

by

input

level,

as

of

March

31,

2020,

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

and

discount

is

accreted

using

the

effective

interest

method.

Identified

cost

of

investments

sold

is

used

to

determine

the

gain

and

loss

for

both

financial

statement

and

federal

income

tax

purposes.

Distributions

to

Shareholders

–

The

Fund

declares

any

dividends

from

net

investment

income

and

pays

them

annually.

Any

net

capital

gains

and

net

foreign

currency

gains

realized

by

the

Fund

are

distributed

at

least

annually.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Distributions

are

based

on

amounts

calculated

in

accordance

with

applicable

federal

income

tax

regulations,

which

may

differ

from

GAAP.

These

differences

are

due

primarily

to

differing

treatments

of

income

and

gain

on

various

investment

securities

held

by

the

Fund,

timing

differences

and

differing

characterizations

of

distributions

made

by

the

Fund.

Federal

Taxes

–

The

Fund

intends

to

continue

to

qualify

each

year

as

a

regulated

investment

company

under

Subchapter

M

of

Chapter

1,

Subtitle

A,

of

the

Internal

Revenue

Code

of

1986,

as

amended

(“Code”),

and

to

distribute

all

of

its

taxable

income

to

shareholders.

In

addition,

by

distributing

in

each

calendar

year

substantially

all

of

its

net

investment

income

and

Beck,

Mack

&

Oliver

Partners

Fund

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

16

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

March

31,

2020,

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.

Redemption

Fees

–

A

shareholder

who

redeems

or

exchanges

shares

within

60

days

of

purchase

will

incur

a

redemption

fee

of

2.00%

of

the

current

NAV

of

shares

redeemed

or

exchanged,

subject

to

certain

limitations.

The

fee

is

charged

for

the

benefit

of

the

remaining

shareholders

and

will

be

paid

to

the

Fund

to

help

offset

transaction

costs.

The

fee

is

accounted

for

as

an

addition

to

paid-in

capital.

The

Fund

reserves

the

right

to

modify

the

terms

of

or

terminate

the

fee

at

any

time.

There

are

limited

exceptions

to

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.

Fees

and

Expenses

Investment

Adviser

–

Beck,

Mack

&

Oliver

LLC

(the

“Adviser”)

is

the

investment

adviser

to

the

Fund.

Pursuant

to

an

investment

advisory

agreement,

the

Adviser

receives

an

advisory

fee,

payable

monthly,

from

the

Fund

at

an

annual

rate

of

1.00%

of

the

Fund’s

average

daily

net

assets.

Distribution

–

Foreside

Fund

Services,

LLC

serves

as

the

Fund’s

distributor

(the

“Distributor”).

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.

Beck,

Mack

&

Oliver

Partners

Fund

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

17

Trustees

and

Officers

–

The

Trust

pays

each

independent

Trustee

an

annual

retainer

of

$31,000

for

services

to

the

Trust

($41,000

for

the

Chairman).

The

Audit

Committee

Chairman

receives

an

additional

$2,000

annually.

The

Trustees

and

Chairman

may

receive

additional

fees

for

special

Board

meetings.

Each

Trustee

is

also

reimbursed

for

all

reasonable

out-of-

pocket

expenses

incurred

in

connection

with

his

or

her

duties

as

a

Trustee,

including

travel

and

related

expenses

incurred

in

attending

Board

meetings.

The

amount

of

Trustees’

fees

attributable

to

the

Fund

is

disclosed

in

the

Statement

of

Operations.

Certain

officers

of

the

Trust

are

also

officers

or

employees

of

the

above

named

service

providers,

and

during

their

terms

of

office

received

no

compensation

from

the

Fund.

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,

acquired

fund

fees

and

expenses

and

extraordinary

expenses

)

to

1.00%

,

through

at

least

July

31,

2020.

During

the

year

ended

March

31,

2020,

fees

waived

were

$297,881. 

Security

Transactions

The

cost

of

purchases

and

proceeds

from

sales

of

investment

securities

(including

maturities),

other

than

short-term

investments,

during

the

year

ended

March

31,

2020

were

$3,635,029

and

$7,032,822

respectively.

Federal

Income

Tax

As

of

March

31,

2020,

the

cost

of

investments

for

federal

income

tax

purposes

is

$26,733,597 and

the

components

of

net

appreciation were

as

follows:

Distributions

paid

during

the

fiscal

years

ended

as

noted

were

characterized

for

tax

purposes

as

follows:

As

of

March

31,

20

20

,

distributable

earnings

(accumulated

loss)

on

a

tax

basis

were

as

follows:

Gross

Unrealized

Appreciation

$

7,100,177‌

Gross

Unrealized

Depreciation

(6,745,397‌)

Net

Unrealized

Appreciation

$

354,780‌

Ordinary

Income

2020

$

169,312‌

2019

$

–‌

Undistributed

Ordinary

Income

$

226,055‌

Capital

and

Other

Losses

(16,186,633‌)

Net

Unrealized

Appreciation

354,780‌

Total

$

(15,605,798‌)

Beck,

Mack

&

Oliver

Partners

Fund

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

18

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

equity

return

of

capital,

partnerships

and

wash

sales.

As

of

March

31,

2020,

the

Fund

has

$4,971,994

of

available

short-term

capital

loss

carryforwards

and

$1

1

,

214

,

639

of

available

long-term

capital

loss

carryforwards

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

March

31,

2020

.

The

following

reclassification

was

the

result

of

investments

in

partnerships

and

has

no

impact

on

the

net

assets

of

the

Fund.

Subsequent

Events

Management

is

currently

evaluating

the

recent

introduction

of

the

COVID-19

virus

and

its

impact

on

the

financial

services

industry

and

has

concluded

that

while

it

is

reasonably

possible

that

the

virus

could

have

a

negative

effect

on

the

fair

value

of

the

Fund’s

investments

and

results

of

operations,

the

specific

impact

is

not

readily

determinable

as

of

the

date

of

these

financial

statements.

The

financial

statements

do

not

include

any

adjustments

that

might

result

from

the

outcome

of

this

uncertainty.

Distributable

Earnings

$

262‌

Paid-in-Capital

(262‌)

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

19

To

the

Board

of

Trustees

of

Forum

Funds

and

the

Shareholders

of

Beck,

Mack

&

Oliver

Partners

Fund

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities

of

Beck,

Mack

&

Oliver

Partners

Fund,

a

series

of

shares

of

beneficial

interest

in

Forum

Funds

(the

“Fund”),

including

the

schedule

of

investments,

as

of

March

31,

2020,

and

the

related

statement

of

operations

for

the

year

then

ended,

the

statements

of

changes

in

net

assets

for

each

of

the

years

in

the

two-year

period

then

ended

and

the

financial

highlights

for

each

of

the

years

in

the

five-year

period

then

ended,

and

the

related

notes

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

as

of

March

31,

2020,

and

the

results

of

its

operations

for

the

year

then

ended,

the

changes

in

its

net

assets

for

each

of

the

years

in

the

two-year

period

then

ended

and

its

financial

highlights

for

each

of

the

years

in

the

five-year

period

then

ended,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund's

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

law

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audits

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

The

Fund

is

not

required

to

have,

nor

were

we

engaged

to

perform,

an

audit

of

its

internal

control

over

financial

reporting.

As

part

of

our

audits

we

are

required

to

obtain

an

understanding

of

internal

control

over

financial

reporting

but

not

for

the

purpose

of

expressing

an

opinion

on

the

effectiveness

of

the

Fund’s

internal

control

over

financial

reporting.

Accordingly,

we

express

no

such

opinion.

Our

audits

included

performing

procedures

to

assess

the

risk

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

March

31,

2020

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.

BBD,

LLP

We

have

served

as

the

auditor

of

one

or

more

of

the

Funds

in

the

Forum

Funds

since

2009.

Philadelphia,

Pennsylvania

May

28,

2020

Beck,

Mack

&

Oliver

Partners

Fund

ADDITIONAL

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March

31,

2020

20

Investment

Advisory

Agreement

Approval

At

the

March

26,

2020

Board

meeting,

the

Board,

including

the

Independent

Trustees,

considered

the

approval

of

the

continuance

of

the

investment

advisory

agreement

between

the

Adviser

and

the

Trust

pertaining

to

the

Fund

(the

“Advisory

Agreement”).

In

preparation

for

its

deliberations,

the

Board

requested

and

reviewed

written

responses

from

the

Adviser

to

a

due

diligence

questionnaire

circulated

on

the

Board’s

behalf

concerning

the

services

provided

by

the

Adviser.

The

Board

also

discussed

the

materials

with

Fund

counsel

and,

as

necessary,

with

the

Trust’s

administrator.

During

its

deliberations,

the

Board

received

an

oral

presentation

from

the

Adviser,

and

was

advised

by

Trustee

counsel.

At

the

meeting,

the

Board

reviewed,

among

other

matters:

(1)

the

nature,

extent

and

quality

of

the

services

provided

to

the

Fund

by

the

Adviser,

including

information

on

the

investment

performance

of

the

Fund

and

Adviser;

(2)

the

costs

of

the

services

provided

and

profitability

to

the

Adviser

of

its

relationship

with

the

Fund;

(3)

the

advisory

fee

and

total

expense

ratio

of

the

Fund

compared

to

a

relevant

peer

group

of

funds;

(4)

the

extent

to

which

economies

of

scale

may

be

realized

as

the

Fund

grows

and

whether

the

advisory

fees

enable

the

Fund’s

investors

to

share

in

the

benefits

of

economies

of

scale;

and

(5)

other

benefits

received

by

the

Adviser

from

its

relationship

with

the

Fund.

In

addition,

the

Board

recognized

that

the

evaluation

process

with

respect

to

the

Adviser

was

an

ongoing

one

and,

in

this

regard,

the

Board

considered

information

provided

by

the

Adviser

at

regularly

scheduled

meetings

during

the

past

year.

Nature,

Extent

and

Quality

of

Services

Based

on

written

materials

received,

a

presentation

from

senior

representatives

of

the

Adviser,

and

a

discussion

with

the

Adviser

about

the

Adviser’s

personnel,

operations

and

financial

condition,

the

Board

considered

the

quality

of

services

provided

by

the

Adviser

under

the

Advisory

Agreement.

In

this

regard,

the

Board

considered

information

regarding

the

experience,

qualifications

and

professional

background

of

the

portfolio

managers

at

the

Adviser

with

principal

responsibility

for

the

Fund's

investments

as

well

as

the

investment

philosophy

and

decision-making

processes

of

the

Adviser

and

the

capability

and

integrity

of

the

Adviser’s

senior

management

and

staff.

The

Board

considered

also

the

adequacy

of

the

Adviser’s

resources.

The

Board

noted

the

Adviser’s

representations

that

the

firm

is

in

stable

financial

condition,

that

the

firm

is

able

to

meet

its

expense

reimbursement

obligations

to

the

Fund,

and

that

the

Adviser

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

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

December

31,

2019,

and

underperformed

the

benchmark

for

the

three-

and

five-year

periods

ended

December

31,

2019,

and

for

the

period

since

the

Fund’s

inception

on

April

19,

1991. 

The

Board

also

considered

the

Fund’s

performance

relative

to

an

independent

peer

group

identified

by

Broadridge

Financial

Solutions,

Inc.

(“Broadridge”)

as

having

characteristics

similar

to

those

of

the

Fund.

The

Board

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Mack

&

Oliver

Partners

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ADDITIONAL

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2020

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observed

that,

based

on

the

information

provided

by

Broadridge,

the

Fund

outperformed

the

median

of

its

Broadridge

Peers

for

the

one-year

period

ended

December

31,

2019,

and

underperformed

the

median

of

its

Broadridge

Peers

for

the

three-,

five-,

and

10-year

periods

ending

December

31,

2019.

The

Board

noted

the

Adviser’s

representation

that

the

Fund’s

outperformance

over

the

one-year

period

relative

to

the

benchmark

and

peers

could

be

attributed,

at

least

in

part,

to

stock

selection.

The

Board

noted

the

Adviser’s

representation

that

the

Fund’s

underperformance

over

the

three-

and

five-year

periods

relative

to

the

benchmark

and

peers

could

be

attributed,

at

least

in

part,

to

underperformance

during

the

fourth

quarter

of

calendar

year

2018,

which

had

a

disproportionate

effect

on

the

Fund’s

longer-term

performance.

The

Board

further

noted

the

Adviser’s

representation

that

the

Fund’s

relative

underperformance

over

the

last

five-

and

ten-year

periods

was

primarily

a

function

of

the

Fund’s

performance

during

2014

and

2015,

a

period

during

which

a

different

individual

had

primary

portfolio

management

responsibilities

for

the

Fund,

as

well

as

the

aforementioned

underperformance

during

the

fourth

quarter

of

2018.

In

addition,

the

Board

observed

that

the

Fund’s

relative

performance

has

been

negatively

affected

by

the

outperformance

of

“growth”

over

“value”

over

the

last

ten

years.

The

Board

noted

further

the

Adviser’s

representation

that

the

Fund’s

performance

had

improved

since

2016,

when

the

Adviser

had

replaced

the

portfolio

manager

with

primary

responsibility

for

the

day-to-day

management

of

the

Fund.

At

the

request

of

the

Adviser,

the

Board

also

considered

the

Fund’s

performance

relative

to

an

additional

group

of

funds

identified

by

the

Adviser

as

having

investment

strategies

and

portfolio

compositions

more

comparable

to

that

of

the

Fund

than

the

Broadridge

peers

(“Comparable

Fund

Peers”). 

In

that

regard,

the

Board

observed

that

the

Fund

outperformed

the

average

of

the

Comparable

Fund

Peers

over

the

one-

and

three-year

periods

ended

December

31,

2019

and

underperformed

the

average

of

the

Comparable

Fund

Peers

for

the

five-year

period

ended

December

31,

2019.

In

consideration

of

the

Adviser’s

investment

strategy

and

the

foregoing

performance

information,

among

other

factors,

the

Board

determined

that

the

Fund

could

expect

to

benefit

from

the

Adviser’s

continued

management

of

the

Fund.

Compensation

The

Board

evaluated

the

Adviser’s

compensation

for

providing

advisory

services

to

the

Fund

and

analyzed

comparative

information

on

actual

advisory

fee

rates

and

actual

total

expenses

of

the

Fund’s

Broadridge

peer

group.

The

Board

observed

that

the

Adviser’s

actual

advisory

fee

rate

and

actual

total

expense

ratio

were

each

less

than

the

median

of

the

Broadridge

peer

group.

The

Board

also

noted

the

Adviser’s

representation

that

the

advisory

fee

charged

to

the

Partners

Fund

was

consistent

with

the

fee

charged

by

the

Adviser

to

its

separately

managed

accounts

with

comparable

investment

strategies

and

assets

under

management.

Based

on

the

foregoing,

among

other

relevant

factors,

the

Board

concluded

that

the

Adviser’s

advisory

fee

rate

charged

to

the

Fund

was

reasonable.

Costs

of

Services

and

Profitability

The

Board

considered

information

provided

by

the

Adviser

regarding

its

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

the

aggregate

costs

and

profitability

of

its

mutual

fund

activities.

The

Board

considered

also

the

Adviser’s

representation

that

the

Adviser

does

not

conduct

a

formal,

comprehensive

cost

allocation

with

respect

to

its

mutual

fund

activities

and

separately

managed

accounts,

but

that

the

Adviser

believed

that

the

Fund

was

comparatively

less

profitable

than

the

Adviser’s

separately

managed

accounts

as

a

result

of

the

low

level

of

the

Fund’s

assets,

costs

incurred

in

connection

Beck,

Mack

&

Oliver

Partners

Fund

ADDITIONAL

INFORMATION

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2020

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with

regulatory

compliance

applicable

to

registered

investment

companies,

and

the

expense

cap

currently

in

place.

Based

on

these

and

other

applicable

considerations,

the

Board

concluded

that

the

Adviser’s

profits

attributable

to

the

management

of

the

Fund

were

reasonable.

Economies

of

Scale

The

Board

considered

whether

the

Fund

would

benefit

from

any

economies

of

scale.

In

this

respect,

the

Board

noted

the

Adviser’s

representation

that

the

Fund

could

benefit

from

economies

of

scale

at

higher

asset

levels,

but

that

the

Adviser

believed

that

economies

of

scale

had

not

been

achieved

at

current

asset

levels. 

Based

on

the

foregoing

information

and

other

applicable

factors,

and

in

light

of

the

size

of

the

Fund

and

the

existence

of

the

Adviser’s

contractual

expense

cap

arrangements

with

respect

to

the

Fund,

the

Board

concluded

that

the

asset

level

of

the

Fund

was

not

consistent

with

the

existence

of

economies

of

scale

and

that

economies

of

scale

were

not

a

material

factor

to

consider

in

renewing

the

Advisory

Agreement.

Other

Benefits

The

Board

noted

the

Adviser’s

representation

that,

other

than

its

contractual

advisory

fees

and

the

soft

dollar

benefits

accrued

from

Fund

brokerage

commissions,

the

Adviser

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

contractual

fee

under

the

Advisory

Agreement

was

fair

and

reasonable

in

light

of

the

services

performed

or

to

be

performed,

expenses

incurred

or

to

be

incurred

and

such

other

matters

as

the

Board

considered

relevant.

Proxy

Voting

Information

A

description

of

the

policies

and

procedures

that

the

Fund

uses

to

determine

how

to

vote

proxies

relating

to

securities

held

in

the

Fund’s

portfolio

is

available,

without

charge

and

upon

request,

by

calling

(800)

943-6786

and

on

the

U.S.

Securities

and

Exchange

Commission's

("SEC")

website

at

www.sec.gov.

The

Fund’s

proxy

voting

record

for

the

most

recent

twelve-

month

period

ended

June

30

is

available,

without

charge

and

upon

request,

by

calling

(800)

943-6786

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

or

may

be

reviewed

Beck,

Mack

&

Oliver

Partners

Fund

ADDITIONAL

INFORMATION

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March

31,

2020

23

and

copied

at

the

SEC’s

Public

Reference

Room

in

Washington,

D.C.

Information

on

the

operation

of

the

Public

Reference

Room

may

be

obtained

by

calling

(800)

SEC-0330.

Shareholder

Expense

Example

As

a

shareholder

of

the

Fund,

you

incur

two

types

of

costs:

(1)

transaction

costs,

including

redemption

fees

and

exchange

fees,

and

(2)

ongoing

costs,

including

management

fees

and

other

Fund

expenses.

This

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

Fund,

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

The

example

is

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

for

the

entire

period

from

October

1,

2019

through

March

31,

2020.

Actual

Expenses

–

The

first

line

of

the

table

below

provides

information

about

actual

account

values

and

actual

expenses.

You

may

use

the

information

in

this

line,

together

with

the

amount

you

invested,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

in

the

first

line

under

the

heading

entitled

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

the

period.

Hypothetical

Example

for

Comparison

Purposes

–

The

second

line

of

the

table

below

provides

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

You

may

use

this

information

to

compare

the

ongoing

costs

of

investing

in

the

Fund

and

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

the

expenses

shown

in

the

table

are

meant

to

highlight

your

ongoing

costs

only

and

do

not

reflect

any

transactional

costs,

such

as

redemption

fees

and

exchange

fees.

Therefore,

the

second

line

of

the

table

is

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

Beginning

Account

Value

October

1,

2019

Ending

Account

Value

March

31,

2020

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Actual

$

1,000.00

$

792.33

$

4.48

1.00%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,020.00

$

5.05

1.00%

*

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

(183)

divided

by

366

to

reflect

the

half-year

period.

Beck,

Mack

&

Oliver

Partners

Fund

ADDITIONAL

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March

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2020

24

Federal

Tax

Status

of

Dividends

Declared

during

the

Fiscal

Year

The

Fund

designates

100.00

%

of

its

income

dividend

distributed

as

qualifying

for

the

corporate

dividends-received

deduction

(DRD)

and

100.00

%

for

the

qualified

dividend

rate

(QDI)

as

defined

in

Section

1(h)(11)

of

the

Internal

Revenue

Code.

The

Fund

also

designates

0.37

%

as

qualified

interest

income

exempt

from

U.S.

tax

for

foreign

shareholders

(QII).

Trustees

and

Officers

of

the

Trust

The

Board

is

responsible

for

oversight

of

the

management

of

the

Trust’s

business

affairs

and

of

the

exercise

of

all

the

Trust’s

powers

except

those

reserved

for

the

shareholders.

The

following

table

provides

information

about

each

Trustee

and

certain

officers

of

the

Trust.

Each

Trustee

and

officer

holds

office

until

the

person

resigns,

is

removed,

or

is

replaced.

Unless

otherwise

noted,

the

persons

have

held

their

principal

occupations

for

more

than

five

years.

The

address

for

all

Trustees

and

officers

is

Three

Canal

Plaza,

Suite

600,

Portland,

Maine

04101.

The

Fund’s

Statement

of

Additional

Information

includes

additional

information

about

the

Trustees

and

is

available,

without

charge

and

upon

request,

by

calling

(800)

943-6786.

(1)

Jessica

Chase

is

currently

an

interested

person

of

the

Trust,

as

defined

in

the

1940

Act,

due

to

her

affiliation

with

Apex

Fund

Services

and

her

role

as

President

of

the

Trust.

Apex

Fund

Services

is

a

wholly

owned

subsidiary

of

Apex

US

Holdings

LLC.

Name

and

Year

of

Birth

Position

with

the

Trust

Length

of

Time

Served

Principal

Occupation(s)

During

Past

Five

Years

Number

of

Series

in

Fund

Complex

Overseen

By

Trustee

Other

Directorships

Held

By

Trustee

During

Past

Five

Years

Independent

Trustees

David

Tucker

Born:

1958

Trustee;

Chairman

of

the

Board

Since

2011

and

Chairman

since

2018

Director,

Blue

Sky

Experience

(a

charitable

endeavor)

since

2008;

Senior

Vice

President

&

General

Counsel,

American

Century

Companies

(an

investment

management

firm)

1998-

2008.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Mark

D.

Moyer

Born:

1959

Trustee;

Chairman

of

the

Audit

Committee

Since

2018

Chief

Financial

Officer,

Freedom

House

(a

NGO

advocating

political

freedom

and

democracy)

since

2017;

independent

consultant

providing

interim

CFO

services,

principally

to

non-profit

organizations,

2011-2017.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Jennifer

Brown-

Strabley

Born:

1964

Trustee

Since

2018

Principal,

Portland

Global

Advisors

(a

registered

investment

adviser),

1996-

2010.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Interested

Trustees

(1)

Jessica

Chase

Born:

1970

Trustee

Since

2018

Director,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Beck,

Mack

&

Oliver

Partners

Fund

ADDITIONAL

INFORMATION

(Unaudited)

March

31,

2020

25

Name

and

Year

of

Birth

Position

with

the

Trust

Length

of

Time

Served

Principal

Occupation(s)

During

Past

5

Years

Officers

Jessica

Chase

Born:

1970

President;

Principal

Executive

Officer

Since

2015

Director,

Apex

Fund

Services

since

2019.

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Karen

Shaw

Born:

1972

Treasurer;

Principal

Financial

Officer

Since

2008

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Zachary

Tackett

Born:

1988

Vice

President;

Secretary

and

Anti-

Money

Laundering

Compliance

Officer

Since

2014

Senior

Counsel,

Apex

Fund

Services

since

2019;

Counsel,

Atlantic

Fund

Services

2014-

2019.

Michael

J.

McKeen

Born:

1971

Vice

President

Since

2009

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Timothy

Bowden

Born:

1969

Vice

President

Since

2009

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2008-2019.

Geoffrey

Ney

Born:

1975

Vice

President

Since

2013

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2013-2019.

Todd

Proulx

Born:

1978

Vice

President

Since

2013

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2013-2019.

Carlyn

Edgar

Born:

1963

Vice

President

Since

2008

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019;

Chief

Compliance

Officer,

2008-2016.

Dennis

Mason

Born:

1967

Chief

Compliance

Officer

Since

2016

Fund

Compliance

Officer,

Apex

Fund

Services

since

2019;

Fund

Compliance

Officer,

Atlantic

Fund

Services

2013-2019.

FOR

MORE

INFORMATION

Investment

Adviser

Beck,

Mack

&

Oliver

LLC

565

Fifth

Ave,

19th

Floor

New

York,

NY

10017

www.beckmack.com

Transfer

Agent

Apex

Fund

Services,

LLC

P.O.

Box

588

Portland,

ME

04112

www.theapexgroup.com

Distributor

Foreside

Fund

Services,

LLC

Three

Canal

Plaza,

Suite

100

Portland,

ME

04101

www.foreside.com

Beck,

Mack

&

Oliver

Partners

Fund

P.O.

Box

588

Portland,

ME

04112

(800)

943-6786

www.beckmack.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.

229-ANR-0320

LMCG

INTERNATIONAL

SMALL

CAP

FUND

®

Annual

Report

March

31,

2020

LMCG

INTERNATIONAL

SMALL

CAP

FUND

TABLE

OF

CONTENTS

March

31,

2020

IMPORTANT

INFORMATION

An

investment

in

the

LMCG

International

Small

Cap

Fund

(the

“Fund”)

is

subject

to

risk,

including

the

possible

loss

of

principal.

Investments

in

small

and/or

midsize

companies

increase

the

risk

of

greater

price

fluctuations.

Stock

prices

may

fall

or

fail

to

rise

over

time

for

several

reasons,

including

general

financial

market

conditions

and

factors

related

to

a

specific

issuer

or

industry.

As

a

result

of

political

or

economic

instability

in

foreign

countries,

there

can

be

special

risks

associated

with

investing

in

foreign

securities,

including

fluctuations

in

currency

exchange

rates,

increased

price

volatility

and

difficulty

obtaining

information.

In

addition,

emerging

markets

may

present

additional

risk

due

to

potential

for

greater

economic

and

political

instability

in

less

developed

countries.

There

is

no

assurance

that

the

Fund

will

achieve

its

investment

objective.

A

Message

to

Our

Shareholders

(Unaudited)

1

Performance

Chart

and

Analysis

(Unaudited)

4

Schedule

of

Investments

5

Statement

of

Assets

and

Liabilities

8

Statement

of

Operations

9

Statements

of

Changes

in

Net

Assets

10

Financial

Highlights

11

Notes

to

Financial

Statements

13

Report

of

Independent

Registered

Public

Accounting

Firm

17

Additional

Information

(Unaudited)

18

LMCG

International

Small

Cap

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

March

31,

2020

1

Dear

Shareholder:

The

LMCG

International

Small

Cap

Fund

(the

“Fund”)

Institutional

Shares

lost

21.65%

in

the

12-month

period

ending

March

31,

2020

(the

“fiscal

year”),

trailing

the

MSCI

EAFE

Small

Cap

Index

(the

“Index”)

return

of

-18.15%.

Since

inception

1

,

the

Fund

has

gained

6.31%

compared

to

the

return

for

the

Index

of

5.84%,

both

on

an

annualized

basis.

Under

normal

circumstances,

the

Fund

invests

at

least

80%

of

its

assets

in

the

equity

securities

of

small-cap

companies.

The

Fund

considers

small-cap

companies

to

be

those,

which

at

the

time

of

purchase

have

market

capitalizations

that

fall

within

the

range

of

the

Index.

At

an

index

level,

the

performance

of

international

small-cap

companies

underperformed

their

large-cap

counterparts,

with

the

MSCI

EAFE

Index

down

14.4%

in

the

one-year

period.

The

performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Investment

return

and

principal

value

of

an

investment

will

fluctuate

so

that

an

investor's

shares,

when

redeemed,

may

be

worth

more

or

less

than

their

original

cost.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

For

the

most

recent

month-end

performance,

please

call

(877)

591-4667.

For

the

first

nine

months

of

the

Fund’s

fiscal

year,

international

small-cap

stocks

were

trending

higher

along

with

international

large

caps

and

emerging

markets.

In

January,

global

equity

markets

lost

their

footing

as

news

of

the

novel

Coronavirus

outbreak

in

China

raised

concerns

about

supply

chain

disruptions

and

the

potential

impact

to

global

businesses

and

economic

growth.

As

the

virus

quickly

spread

to

other

parts

of

the

world

causing

massive

shutdowns,

there

were

very

few

places

to

hide

for

equity

investors

as

the

vast

majority

of

markets

tumbled.

One

of

the

biggest

headwinds

for

the

Fund

has

been

the

dominance

of

the

Growth

style

over

Value

in

the

last

few

years.

During

the

first

nine

months

of

the

fiscal

year,

the

preference

for

growth-oriented

companies

moderated

a

bit

but

the

effectiveness

of

the

Value

characteristics

we

use

continued

to

be

mixed

and

volatile

month

to

month.

The

investment

environment

flipped

back

and

forth

between

risk-on

and

risk-off

as

markets

reacted

to

headlines

related

to

Brexit

and

ongoing

trade

negotiations.

There

were

a

few

strong

risk-on

months

when

stocks

with

good

Value

characteristics

did

well

but

the

trend

did

not

persist,

reversing

when

markets

turned

risk-off.

In

January,

news

of

the

Coronavirus

surfaced

and

the

investment

environment

turned

substantially

more

risk-off.

Equity

market

volatility

spiked

to

levels

not

seen

since

the

Global

Financial

Crisis

in

2008

and

2009.

Investors

poured

into

stocks

that

had

been

performing

well

and

had

positive

earnings

revisions

from

Wall

Street

Analysts.

They

looked

for

stocks

with

defensive

characteristics

such

as

low

beta,

low

debt-to-assets

and

high

profit

margins.

They

shunned

cheap

(Value)

stocks

as

they

are

considered

more

risky.

We

saw

this

to

be

true

not

only

in

January

but

continued

into

February

and

March

as

well.

As

of

March

31,

2020,

the

Fund

was

well-diversified

across

26

countries

and

11

sectors.

The

largest

country

allocations

in

both

the

portfolio

and

the

benchmark

were

Japan

(over

30%

in

each)

and

the

United

Kingdom

(over

14%

in

the

Fund

and

over

16%

in

the

Index).

The

Fund

seeks

to

add

value

primarily

from

stock

selection

–

not

making

significant

over-

or

under-weight

decisions

versus

countries

or

sectors.

We

believe

that

this

is

an

important

element

of

risk

control

in

the

portfolio

and

has

historically

resulted

in

the

Fund

having

similar

volatility

as

the

benchmark.

1

Inception

8/26/2010.

The

Fund

has

adopted

the

historical

performance

of

LMCG

International

Small

Cap

Collective

Fund,

a

separate

collective

investment

fund

of

LMCG

Collective

Trust

(the

“Predecessor

Fund”)

managed

by

LMCG

Investments,

LLC

as

the

result

of

a

reorganization

in

which

the

Fund

acquired

all

of

the

assets,

subject

to

liabilities,

of

the

Predecessor

Fund,

effective

as

of

the

close

of

business

on

April

1,

2016.

The

returns

presented

for

the

Fund

prior

to

this

date

reflect

the

performance

of

the

Predecessor

Fund.

The

Predecessor

Fund

commenced

operations

on

August

26,

2010.

The

Predecessor

Fund

was

not

registered

as

an

investment

company

under

the

Investment

Company

Act

of

1940,

and

therefore

the

Predecessor

Fund

was

not

subject

to

certain

investment

limitations,

diversification

requirements,

liquidity

requirements,

and

other

restrictions

imposed

by

the

Investment

Company

Act

of

1940

and

the

Internal

Revenue

Code

of

1986

which,

if

applicable,

may

have

adversely

affected

its

performance.

The

Predecessor

Fund

had

an

investment

objective

and

strategies

that

were,

in

all

material

respects,

equivalent

to

those

of

the

Fund.

The

Fund’s

performance

for

periods

prior

to

the

commencement

of

operations

is

that

of

the

Predecessor

Fund

and

is

based

on

calculations

that

are

different

from

the

standardized

method

of

calculations

adopted

by

the

Securities

and

Exchange

Commission

(the

“SEC”).

The

performance

of

the

Predecessor

Fund

was

calculated

net

of

the

Predecessor

Fund’s

fees

and

expenses.

The

performance

of

the

Predecessor

Fund

is

not

the

performance

information

of

the

Fund,

and

has

not

been

restated

to

reflect

the

fees,

estimated

expenses

and

fee

waivers

and/or

expense

limitations

of

the

Fund.

If

the

performance

of

the

Predecessor

Fund

had

been

restated

to

reflect

the

applicable

fees

and

expenses

of

the

Fund,

the

performance

may

have

been

higher

or

lower

than

the

performance

shown.

LMCG

International

Small

Cap

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

March

31,

2020

2

Attribution

Looking

at

performance

through

a

country

lens,

the

positive

stock

selection

in

Sweden

and

the

United

Kingdom

contributed

the

most

to

performance

over

the

12-month

period.

Stocks

in

Australia

and

Germany

were

the

largest

detractors.

From

a

sector

perspective,

the

vast

majority

of

performance

came

from

Consumer

Discretionary

and

Information

Technology.

Stock

selections

in

Materials

and

Industrials

were

the

biggest

laggards.

Model

Efficacy

Analyzing

the

investment

universe

2

from

a

factor

perspective,

Market

Dynamics

(D)

(which

includes

Earnings

Revision

and

Price

Momentum)

was

the

largest

contributor

to

performance

over

the

fiscal

year

period.

Earnings

Quality

(Q)

was

also

modestly

positive

for

the

same

period.

Valuation

(V)

was

the

biggest

detractor

from

performance.

Most

of

the

12-month

period

was

a

“risk-off”

environment,

where

Valuation

tends

not

to

be

effective

as

cheapness

is

considered

more

risky.

The

graph

shows

the

difference

in

payoffs

of

our

model

and

its

three

main

composite

factors

for

the

one-year

period

in

the

international

small-cap

universe.

This

data

is

calculated

by

subtracting

the

5th

quintile

stock

performance

for

each

factor

from

the

performance

of

those

in

the

1st

quintile.

Payoffs

in

the

Fund’s

portfolio

vary

from

the

model,

since

the

Fund

does

not

own

all

of

the

1st

quintile

stocks,

and

also

owns

stocks

below

the

1st

quintile.

Outlook

These

last

three

months

not

only

marked

one

of

the

deepest

equity

market

drawdowns

but

also

the

swiftest.

We

believe

that

international

small

caps

will

undoubtedly

recover

but

the

timing

will

vary

by

country

as

they

grapple

with

how

and

when

to

send

people

back

to

work

and

minimize

the

economic

impact.

March

results

for

our

international

small-cap

stock

selection

model

improved

from

the

previous

two

months

as

more

of

our

composite

factors

were

working.

We

are

cautiously

optimistic

that

as

more

of

the

world

shows

signs

of

recovery,

our

process

will

work

well

and

more

consistently

across

countries

and

regions.

Our

strategy

uses

a

core

approach

to

investing

but

Value

has

always

been

a

key

part

of

the

stock

selection

process.

This

approach

has

experienced

a

headwind

in

recent

years

as

the

value

style

has

dramatically

underperformed

the

growth

style

in

international

small

caps.

The

last

twelve

months

were

no

exception

with

the

MSCI

International

Small

Cap

Value

Index

underperforming

the

MSCI

International

Small

Cap

Growth

Index

by

approximately

8%.

However,

we

believe

the

recent

downturn

combined

with

a

long

period

of

underperformance

for

value

stocks

provides

a

catalyst

for

the

style

to

outperform.

In

addition,

valuation

spreads,

or

the

difference

between

the

cheapest

and

most

expensive

stocks,

have

widened

considerably

which

also

supports

a

comeback

for

the

style

and

would

bode

well

for

the

strategy.

Sincerely,

Gordon

Johnson

Co-Portfolio

Manager

LMCG

Investments,

LLC

Shannon

Ericson

Co-Portfolio

Manager

LMCG

Investments,

LLC

2

The

investment

universe

is

comprised

of

those

companies

in

the

MSCI

EAFE

Small

Cap

Index.

LMCG

International

Small

Cap

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

March

31,

2020

3

INVESTMENT

CONSIDERATIONS

Equity

Risk

-

The

Fund’s

equity

holdings,

including

common

stocks,

may

decline

in

value.

The

value

of

a

security

may

decline

for

a

number

of

reasons,

which

are

detailed

in

the

prospectus.

Foreign

&

Emerging

Markets

Investing

Risks

-

As

a

result

of

political

or

economic

instability

in

foreign

countries,

there

can

be

special

risks

associated

with

investing

in

foreign

securities,

including

fluctuations

in

currency

exchange

rates,

increased

price

volatility

and

difficulty

obtaining

information.

In

addition,

emerging

markets

may

present

additional

risk

due

to

potential

for

greater

economic

and

political

instability

in

less

developed

countries.

Market

Events

Risk

-

Turbulence

in

the

financial

markets

and

reduced

liquidity

in

equity,

credit

and

fixed-income

markets

may

negatively

affect

issuers,

which

could

adversely

affect

the

Fund.

Small

Cap

Risk

-

The

Fund’s

investments

in

small

capitalization

companies

may

be

less

liquid

and

their

securities’

prices

may

fluctuate

more

than

those

of

larger,

more

established

companies.

There

can

be

no

guarantee

that

any

strategy

(risk

management

or

otherwise)

will

be

successful.

All

investing

involves

risk,

including

the

potential

loss

of

principal.

LMCG

International

Small

Cap

Fund

PERFORMANCE

CHART

AND

ANALYSIS

(Unaudited)

March

31,

2020

4

The

following

chart

reflects

the

change

in

the

value

of

a

hypothetical

$100,000

investment

in

Institutional

Shares,

including

reinvested

dividends

and

distributions,

in

the

LMCG

International

Small

Cap

Fund

(the

“Fund”)

compared

with

the

performance

of

the

benchmark,

MSCI

EAFE

Small

Cap

Index,

since

inception.

The

MSCI

EAFE

Small

Cap

Index

is

an

equity

index

which

captures

small

cap

representation

across

Developed

Market

countries

around

the

world,

excluding

the

United

States

and

Canada.

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

$100,000

Investment

LMCG

International

Small

Cap

Fund

-

Institutional

Shares

vs.

MSCI

EAFE

Small

Cap

Index

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratios

(gross)

for

Institutional

Shares

and

Investor

Shares

are

1.55%

and

3.47%,

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

and

interest

expenses

on

short

sales,

acquired

fund

fees

and

expenses,

proxy

expenses

and

extraordinary

expenses)

to

0.85%

and

1.10%

of

Institutional

Shares

and

Investor

Shares,

respectively,

through

at

least

July

31,

2020

(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

and

(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.

The

performance

table

and

graph

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

Fund

shares.

Returns

greater

than

one

year

are

annualized.

For

the

most

recent

month-end

performance,

please

call

(877)

591-4667.

Average

Annual

Total

Returns

Periods

Ended

March

31,

2020

One

Year

Five

Year

Since

Inception

(08/26/10)

LMCG

International

Small

Cap

Fund

-

Institutional

Shares*

-21.65%

-0.69%

6.31%

LMCG

International

Small

Cap

Fund

-

Investor

Shares*

-21.93%

-0.90%

6.20%

MSCI

EAFE

Small

Cap

Index

-18.15%

0.97%

5.84%

*

Institutional

Shares

commenced

operations

on

April

1,

2016

and

Investor

Shares

commenced

operations

on

April

18,

2016.

Performance

for

the

periods

prior

to

commencement

reflects

the

performance

and

expenses

of

a

collective

investment

trust

previously

managed

by

the

Fund’s

Adviser

and

portfolio

management

team.

This

collective

investment

trust

was

organized

and

commenced

operations

on

August

26,

2010.

LMCG

International

Small

Cap

Fund

SCHEDULE

OF

INVESTMENTS

March

31,

2020

5

See

Notes

to

Financial

Statements.

Shares

Security

Description

Value

Equity

Securities

-

96.5%

Common

Stock

-

95.6%

Australia

-

4.9%

73,260‌

Charter

Hall

Group

REIT

$

309,127‌

114,699‌

Charter

Hall

Retail

REIT

219,415‌

465,219‌

Cromwell

Property

Group

REIT

228,925‌

142,411‌

NRW

Holdings,

Ltd.

109,934‌

206,055‌

Perenti

Global,

Ltd.

77,314‌

68,724‌

Pinnacle

Investment

Management

Group,

Ltd.

119,630‌

100,518‌

Regis

Resources,

Ltd.

225,056‌

199,623‌

Shopping

Centres

Australasia

Property

Group

REIT

278,729‌

104,509‌

Zip

Co.,

Ltd. 

(a)

101,889‌

1,670,019‌

Austria

-

2.4%

7,646‌

AT&S

Austria

Technologie

&

Systemtechnik

AG

113,084‌

9,538‌

BAWAG

Group

AG 

(a)(b)

269,088‌

11,190‌

Vienna

Insurance

Group

AG

Wiener

Versicherung

Gruppe

211,532‌

15,468‌

Wienerberger

AG

245,488‌

839,192‌

Belgium

-

1.3%

1,427‌

Barco

NV

221,596‌

13,522‌

Bekaert

SA

228,026‌

449,622‌

Canada

-

0.9%

10,748‌

BRP,

Inc.

175,353‌

3,041‌

Colliers

International

Group,

Inc.

145,470‌

320,823‌

Denmark

-

3.0%

10,223‌

GN

Store

Nord

A/S

458,813‌

1,335‌

ROCKWOOL

International

A/S,

Class B

242,580‌

8,129‌

Topdanmark

A/S

329,046‌

1,030,439‌

Finland

-

1.0%

22,816‌

Citycon

OYJ

141,546‌

18,323‌

Finnair

OYJ 

(a)

74,044‌

7,703‌

Konecranes

OYJ 

(a)

132,574‌

348,164‌

France

-

2.1%

5,003‌

Eramet 

160,679‌

11,365‌

Korian

SA

354,474‌

10,861‌

Quadient

191,657‌

706,810‌

Georgia

-

0.4%

11,381‌

Bank

of

Georgia

Group

PLC

129,348‌

Germany

-

4.9%

15,114‌

ADVA

Optical

Networking

SE 

(a)

86,180‌

65,068‌

CECONOMY

AG 

(a)

142,522‌

8,081‌

CTS

Eventim

AG

&

Co.

KGaA

367,018‌

9,064‌

Deutsche

EuroShop

AG

104,565‌

24,765‌

Deutsche

Pfandbriefbank

AG 

(b)

190,920‌

16,968‌

Freenet

AG

300,641‌

2,667‌

MorphoSys

AG 

(a)

264,876‌

18,662‌

Salzgitter

AG

222,495‌

1,679,217‌

Greece

-

0.5%

14,376‌

Motor

Oil

Hellas

Corinth

Refineries

SA

178,372‌

Hong

Kong

-

0.9%

45,200‌

VTech

Holdings,

Ltd.

326,782‌

Shares

Security

Description

Value

Italy

-

6.0%

18,486‌

ACEA

SpA

$

295,221‌

78,575‌

Anima

Holding

SpA 

(b)

212,145‌

86,431‌

BPER

Banca

266,909‌

32,999‌

Cerved

Group

SpA

197,259‌

67,855‌

Enav

SpA 

(b)

300,247‌

110,817‌

Hera

SpA

399,415‌

128,275‌

Piaggio

&

C

SpA

230,603‌

151,909‌

Saras

SpA

142,409‌

2,044,208‌

Japan

-

31.9%

15,800‌

Adastria

Co.,

Ltd.

179,858‌

18,300‌

Aoyama

Trading

Co.,

Ltd.

157,939‌

15,100‌

Arcland

Service

Holdings

Co.,

Ltd.

203,206‌

8,500‌

ASKUL

Corp.

252,965‌

18,200‌

Azbil

Corp.

474,613‌

15,300‌

Central

Glass

Co.,

Ltd.

267,795‌

57‌

Daiwa

Office

Investment

Corp.

REIT

315,945‌

21,600‌

DTS

Corp.

377,661‌

18,200‌

Fancl

Corp.

410,801‌

19,300‌

Fujitsu

General,

Ltd.

350,550‌

17,300‌

Geo

Holdings

Corp.

210,448‌

444‌

GLP

J-Reit

REIT

502,120‌

105,100‌

JVCKenwood

Corp.

190,602‌

13,000‌

Kamigumi

Co.,

Ltd.

221,009‌

32,800‌

Kandenko

Co.,

Ltd.

262,644‌

30,000‌

Kanematsu

Corp.

309,416‌

15,800‌

Kintetsu

World

Express,

Inc.

233,198‌

71,200‌

Kobe

Steel,

Ltd. 

(a)

221,165‌

16,600‌

Kohnan

Shoji

Co.,

Ltd.

337,789‌

9,000‌

Matsumotokiyoshi

Holdings

Co.,

Ltd.

328,947‌

7,500‌

Meitec

Corp.

299,930‌

12,500‌

NET

One

Systems

Co.,

Ltd.

261,335‌

15,100‌

Nihon

Unisys,

Ltd.

406,271‌

11,600‌

Nishio

Rent

All

Co.,

Ltd.

244,568‌

17,900‌

Open

House

Co.,

Ltd.

370,402‌

57,300‌

Penta-Ocean

Construction

Co.,

Ltd.

303,220‌

7,500‌

Sankyu,

Inc.

281,446‌

7,500‌

SCSK

Corp.

335,852‌

38,300‌

Shinoken

Group

Co.,

Ltd.

268,928‌

11,600‌

Ship

Healthcare

Holdings,

Inc.

477,377‌

5,100‌

Sugi

Holdings

Co.,

Ltd.

273,676‌

17,900‌

Takasago

Thermal

Engineering

Co.,

Ltd.

276,512‌

10,800‌

The

Nisshin

Oillio

Group,

Ltd.

366,612‌

14,400‌

Tokuyama

Corp.

280,166‌

25,400‌

Tomy

Co.,

Ltd.

180,003‌

9,800‌

Towa

Pharmaceutical

Co.,

Ltd.

206,618‌

20,400‌

TSI

Holdings

Co.,

Ltd.

75,130‌

13,200‌

Yamato

Kogyo

Co.,

Ltd.

227,601‌

10,944,318‌

Luxembourg

-

0.8%

9,548‌

Corestate

Capital

Holding

SA

280,637‌

Malta

-

1.0%

92,379‌

Kindred

Group

PLC,

SDR

345,982‌

Netherlands

-

3.6%

5,074‌

ASM

International

NV

511,149‌

80,566‌

Koninklijke

BAM

Groep

NV

113,291‌

14,362‌

Signify

NV 

(b)

280,207‌

163,118‌

VEON,

Ltd.,

ADR

246,308‌

12,524‌

Wereldhave

NV

REIT

92,131‌

1,243,086‌

Norway

-

0.7%

72,785‌

Golden

Ocean

Group,

Ltd.

230,611‌

LMCG

International

Small

Cap

Fund

SCHEDULE

OF

INVESTMENTS

March

31,

2020

6

See

Notes

to

Financial

Statements.

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

as

of

March

31,

2020. 

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

Portugal

-

0.6%

308,215‌

Sonae

SGPS

SA

$

200,389‌

Singapore

-

2.6%

1,370,300‌

Golden

Agri-Resources,

Ltd.

135,936‌

294,100‌

Hi-P

International,

Ltd.

175,879‌

296,706‌

Mapletree

Commercial

Trust

REIT

382,011‌

454,900‌

UMS

Holdings,

Ltd.

200,030‌

893,856‌

South

Korea

-

0.7%

22,350‌

NICE

Information

Service

Co.,

Ltd.

244,182‌

Spain

-

1.4%

41,575‌

Mediaset

Espana

Comunicacion

SA

154,800‌

113,605‌

Obrascon

Huarte

Lain

SA 

(a)

73,924‌

53,436‌

Pharma

Mar

SA 

(a)

256,719‌

485,443‌

Sweden

-

4.4%

50,864‌

Arjo

AB

254,203‌

8,594‌

Evolution

Gaming

Group

AB 

(b)

293,632‌

28,111‌

Getinge

AB,

Class

B

541,900‌

4,593‌

Nolato

AB,

Class B

208,651‌

20,966‌

Recipharm

AB,

Class B

216,176‌

1,514,562‌

Switzerland

-

4.9%

4,265‌

Cembra

Money

Bank

AG

395,260‌

167‌

Gurit

Holding

AG

199,880‌

2,435‌

Helvetia

Holding

AG

210,738‌

11,491‌

Logitech

International

SA,

Class R

499,515‌

4,756‌

Sunrise

Communications

Group

AG 

(a)(b)

384,927‌

1,690,320‌

Taiwan

-

0.4%

231,032‌

China

Life

Insurance

Co.,

Ltd. 

(a)

128,727‌

United

Kingdom

-

14.3%

31,116‌

Aggreko

PLC

188,376‌

24,978‌

Dart

Group

PLC

170,949‌

7,498‌

Dialog

Semiconductor

PLC 

(a)

203,761‌

14,059‌

Diploma

PLC

281,848‌

176,915‌

Dixons

Carphone

PLC

171,578‌

17,728‌

Future

PLC

220,200‌

18,553‌

Halma

PLC

442,688‌

56,304‌

Howden

Joinery

Group

PLC

358,068‌

45,464‌

Inchcape

PLC

244,632‌

48,609‌

JD

Sports

Fashion

PLC

276,347‌

176,549‌

Man

Group

PLC/Jersey

273,128‌

67,045‌

National

Express

Group

PLC

171,383‌

142,460‌

Pets

at

Home

Group

PLC

455,468‌

855,754‌

Saga

PLC

180,273‌

35,963‌

Softcat

PLC

463,224‌

194,481‌

Stagecoach

Group

PLC 

168,854‌

36,649‌

Tate

&

Lyle

PLC

298,623‌

13,465‌

The

Go-Ahead

Group

PLC

138,231‌

27,161‌

Vistry

Group

PLC

194,323‌

4,901,954‌

Total

Common

Stock

(Cost

$39,790,413)

32,827,063‌

Shares

Security

Description

Rate

Value

Preferred

Stock

-

0.9%

Germany

-

0.9%

3,415‌

Draegerwerk

AG

&

Co.

KGaA

(Cost

$208,066)

0.19‌%

334,080‌

Total

Equity

Securities

(Cost

$39,998,479)

33,161,143‌

Shares

Security

Description

Value

Investment

Company

-

2.1%

13,239‌

iShares

MSCI

EAFE

ETF

(Cost

$818,914)

$

707,757‌

Money

Market

Fund

-

0.1%

31,106‌

Dreyfus

Treasury

Securities

Cash

Management,

Institutional

Shares,

0.51% 

(c)

(Cost

$31,106)

31,106‌

Investments,

at

value

-

98.7%

(Cost

$40,848,499)

$

33,900,006‌

Other

Assets

&

Liabilities,

Net

-

1.3%

446,826‌

Net

Assets

-

100.0%

$

34,346,832‌

ADR

American

Depositary

Receipt

ETF

Exchange

Traded

Fund

PLC

Public

Limited

Company

REIT

Real

Estate

Investment

Trust

SDR

Swedish

Depositary

Receipt

(a)

Non-income

producing

security.

(b)

Security

exempt

from

registration

under

Rule

144A

under

the

Securities

Act

of

1933.

At

the

period

end,

the

value

of

these

securities

amounted

to

$1,931,166

or

5.6%

of

net

assets.

(c)

Dividend

yield

changes

daily

to

reflect

current

market

conditions.

Rate

was

the

quoted

yield

as

of

March

31,

2020.

LMCG

International

Small

Cap

Fund

SCHEDULE

OF

INVESTMENTS

March

31,

2020

7

See

Notes

to

Financial

Statements.

Level

1

Level

2

Level

3

Total

Investments

at

Value

Common

Stock

Australia

$

1,670,019‌

$

–‌

$

–‌

$

1,670,019‌

Austria

839,192‌

–‌

–‌

839,192‌

Belgium

449,622‌

–‌

–‌

449,622‌

Canada

320,823‌

–‌

–‌

320,823‌

Denmark

1,030,439‌

–‌

–‌

1,030,439‌

Finland

348,164‌

–‌

–‌

348,164‌

France

706,810‌

–‌

–‌

706,810‌

Georgia

129,348‌

–‌

–‌

129,348‌

Germany

1,679,217‌

–‌

–‌

1,679,217‌

Greece

178,372‌

–‌

–‌

178,372‌

Hong

Kong

326,782‌

–‌

–‌

326,782‌

Italy

2,044,208‌

–‌

–‌

2,044,208‌

Japan

10,944,318‌

–‌

–‌

10,944,318‌

Luxembourg

280,637‌

–‌

–‌

280,637‌

Malta

345,982‌

–‌

–‌

345,982‌

Netherlands

1,243,086‌

–‌

–‌

1,243,086‌

Norway

230,611‌

–‌

–‌

230,611‌

Portugal

200,389‌

–‌

–‌

200,389‌

Singapore

893,856‌

–‌

–‌

893,856‌

South

Korea

244,182‌

–‌

–‌

244,182‌

Spain

485,443‌

–‌

–‌

485,443‌

Sweden

1,514,562‌

–‌

–‌

1,514,562‌

Switzerland

1,690,320‌

–‌

–‌

1,690,320‌

Taiwan

128,727‌

–‌

–‌

128,727‌

United

Kingdom

4,901,954‌

–‌

–‌

4,901,954‌

Preferred

Stock

Germany

334,080‌

–‌

–‌

334,080‌

Investment

Company

707,757‌

–‌

–‌

707,757‌

Money

Market

Fund

–‌

31,106‌

–‌

31,106‌

Investments

at

Value

$

33,868,900‌

$

31,106‌

$

–‌

$

33,900,006‌

PORTFOLIO

HOLDINGS

(Unaudited)

%

of

Total

Investments

Australia

4.9‌%

Austria

2.5‌%

Belgium

1.3‌%

Canada

0.9‌%

Denmark

3.0‌%

Finland

1.0‌%

France

2.1‌%

Georgia

0.4‌%

Germany

6.0‌%

Greece

0.5‌%

Hong

Kong

1.0‌%

Italy

6.0‌%

Japan

32.3‌%

Luxembourg

0.8‌%

Malta

1.0‌%

Netherlands

3.7‌%

Norway

0.7‌%

Portugal

0.6‌%

Singapore

2.6‌%

South

Korea

0.7‌%

Spain

1.4‌%

Sweden

4.5‌%

Switzerland

5.0‌%

Taiwan

0.4‌%

United

Kingdom

14.5‌%

United

States

*

2.2‌%

100.0‌%

*

Includes

Money

Market

Fund

totaling

0.1%.

LMCG

International

Small

Cap

Fund

STATEMENT

OF

ASSETS

AND

LIABILITIES

March

31,

2020

8

See

Notes

to

Financial

Statements.

ASSETS

Investments,

at

value

(Cost

$40,848,499)

$

33,900,006‌

Foreign

currency

(Cost

$286,417)

287,884‌

Receivables:

Fund

shares

sold

19,484‌

Dividends

196,912‌

Prepaid

expenses

24,805‌

Total

Assets

34,429,091‌

LIABILITIES

Payables:

Fund

shares

redeemed

28,649‌

Accrued

Liabilities:

Investment

adviser

fees

7,236‌

Fund

services

fees

9,080‌

Other

expenses

37,294‌

Total

Liabilities

82,259‌

NET

ASSETS

$

34,346,832‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

49,131,460‌

Distributable

earnings

(14,784,628‌)

NET

ASSETS

$

34,346,832‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

Institutional

Shares

3,928,829‌

Investor

Shares

230,547‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE

Institutional

Shares

(based

on

net

assets

of

$32,446,222)

$

8.26‌

Investor

Shares

(based

on

net

assets

of

$1,900,610)

$

8.24‌

LMCG

International

Small

Cap

Fund

STATEMENT

OF

OPERATIONS

YEAR

ENDED

MARCH

31,

2020

9

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$151,452)

$

1,232,453‌

Total

Investment

Income

1,232,453‌

EXPENSES

Investment

adviser

fees

308,898‌

Fund

services

fees

204,490‌

Transfer

agent

fees:

Institutional

Shares

5,246‌

Investor

Shares

2,547‌

Distribution

fees:

Investor

Shares

2,354‌

Custodian

fees

32,042‌

Registration

fees:

Institutional

Shares

17,070‌

Investor

Shares

15,970‌

Professional

fees

39,019‌

Trustees'

fees

and

expenses

4,206‌

Pricing

fees

14,219‌

Other

expenses

34,739‌

Total

Expenses

680,800‌

Fees

waived

and

expenses

reimbursed

(303,356‌)

Net

Expenses

377,444‌

NET

INVESTMENT

INCOME

855,009‌

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

loss

on:

Investments

(3,821,258‌)

Foreign

currency

transactions

(36,467‌)

Net

realized

loss

(3,857,725‌)

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments

(6,548,233‌)

Foreign

currency

translations

1,037‌

Net

change

in

unrealized

appreciation

(depreciation)

(6,547,196‌)

NET

REALIZED

AND

UNREALIZED

LOSS

(10,404,921‌)

DECREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

(9,549,912‌)

LMCG

International

Small

Cap

Fund

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

10

See

Notes

to

Financial

Statements.

For

the

Years

Ended

March

31,

2020

2019

OPERATIONS

Net

investment

income

$

855,009‌

$

948,659‌

Net

realized

loss

(3,857,725‌)

(2,860,319‌)

Net

change

in

unrealized

appreciation

(depreciation)

(6,547,196‌)

(4,502,159‌)

Decrease

in

Net

Assets

Resulting

from

Operations

(9,549,912‌)

(6,413,819‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

Institutional

Shares

(1,621,259‌)

(1,173,926‌)

Investor

Shares

(31,166‌)

(35,721‌)

Total

Distributions

Paid

(1,652,425‌)

(1,209,647‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares:

Institutional

Shares

2,854,431‌

11,323,446‌

Investor

Shares

1,871,968‌

1,167,237‌

Reinvestment

of

distributions:

Institutional

Shares

1,553,207‌

1,135,392‌

Investor

Shares

30,887‌

35,721‌

Redemption

of

shares:

Institutional

Shares

(3,174,166‌)

(4,498,454‌)

Investor

Shares

(179,323‌)

(1,352,194‌)

Increase

in

Net

Assets

from

Capital

Share

Transactions

2,957,004‌

7,811,148‌

Increase

(Decrease)

in

Net

Assets

(8,245,333‌)

187,682‌

NET

ASSETS

Beginning

of

Year

42,592,165‌

42,404,483‌

End

of

Year

$

34,346,832‌

$

42,592,165‌

SHARE

TRANSACTIONS

Sale

of

shares:

Institutional

Shares

262,836‌

910,883‌

Investor

Shares

181,506‌

100,796‌

Reinvestment

of

distributions:

Institutional

Shares

132,980‌

113,496‌

Investor

Shares

2,649‌

3,573‌

Redemption

of

shares:

Institutional

Shares

(300,980‌)

(407,064‌)

Investor

Shares

(18,956‌)

(123,171‌)

Increase

in

Shares

260,035‌

598,513‌

LMCG

International

Small

Cap

Fund

FINANCIAL

HIGHLIGHTS

11

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

period

.

For

the

Years

Ended

March

31,

April

1,

2016

(a)

Through

March

31,

2017

2020

2019

2018

INSTITUTIONAL

SHARES

NET

ASSET

VALUE,

Beginning

of

Period

$

10.92‌

$

12.85‌

$

10.73‌

$

10.00‌

INVESTMENT

OPERATIONS

Net

investment

income

(b)

0.21‌

0.25‌

0.16‌

0.18‌

Net

realized

and

unrealized

gain

(loss)

(2.45‌)

(1.86‌)

2.20‌

0.85‌

Total

from

Investment

Operations

(2.24‌)

(1.61‌)

2.36‌

1.03‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.42‌)

(0.30‌)

(0.24‌)

(0.30‌)

Net

realized

gain

–‌

(0.02‌)

–‌

–‌

Total

Distributions

to

Shareholders

(0.42‌)

(0.32‌)

(0.24‌)

(0.30‌)

NET

ASSET

VALUE,

End

of

Period

$

8.26‌

$

10.92‌

$

12.85‌

$

10.73‌

TOTAL

RETURN

(21.65‌)%

(12.35‌)%

21.99‌%

10.55‌%(c)

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

32,446‌

$

41,879‌

$

41,325‌

$

6,173‌

Ratios

to

Average

Net

Assets:

Net

investment

income

1.94‌%

2.16‌%

1.27‌%

1.78‌%(d)

Net

expenses

0.85‌%

0.85‌%

0.85‌%

0.85‌%(d)

Gross

expenses

(e)

1.49‌%

1.54‌%

2.08‌%

8.57‌%(d)

PORTFOLIO

TURNOVER

RATE

70‌%

90‌%

83‌%

112‌%(c)

(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.

LMCG

International

Small

Cap

Fund

FINANCIAL

HIGHLIGHTS

12

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

period

.

For

the

Years

Ended

March

31,

April

18,

2016

(a)

Through

March

31,

2017

2020

2019

2018

INVESTOR

SHARES

NET

ASSET

VALUE,

Beginning

of

Period

$

10.91‌

$

12.83‌

$

10.71‌

$

10.09‌

INVESTMENT

OPERATIONS

Net

investment

income

(b)

0.18‌

0.21‌

0.11‌

0.09‌

Net

realized

and

unrealized

gain

(loss)

(2.46‌)

(1.84‌)

2.22‌

0.82‌

Total

from

Investment

Operations

(2.28‌)

(1.63‌)

2.33‌

0.91‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.39‌)

(0.27‌)

(0.21‌)

(0.29‌)

Net

realized

gain

–‌

(0.02‌)

–‌

–‌

Total

Distributions

to

Shareholders

(0.39‌)

(0.29‌)

(0.21‌)

(0.29‌)

NET

ASSET

VALUE,

End

of

Period

$

8.24‌

$

10.91‌

$

12.83‌

$

10.71‌

TOTAL

RETURN

(21.93‌)%

(12.51‌)%

21.74‌%

9.24‌%(c)

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

1,901‌

$

713‌

$

1,079‌

$

42‌

Ratios

to

Average

Net

Assets:

Net

investment

income

1.69‌%

1.76‌%

0.91‌%

0.96‌%(d)

Net

expenses

1.10‌%

1.10‌%

1.10‌%

1.10‌%(d)

Gross

expenses

(e)

3.98‌%

3.46‌%

5.01‌%

60.04‌%(d)

PORTFOLIO

TURNOVER

RATE

70‌%

90‌%

83‌%

112‌%(c)

(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.

LMCG

INTERNATIONAL

SMALL

CAP

FUND

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

13

Organization

The

LMCG

International

Small

Cap

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

two

classes

of

shares:

Investor

Shares

and

Institutional

Shares.

The

Fund’s

Investor

Shares

and

Institutional

Shares

commenced

operations

on

April

18,

2016,

and

April

1,

2016,

respectively.

On

April

1,

2016,

the

Fund

commenced

operations

through

a

reorganization

of

a

collective

investment

trust,

which

was

organized

and

commenced

operations

on

August

26,

2010.

The

Fund

seeks

long-term

capital

appreciation.

Summary

of

Significant

Accounting

Policies

The

Fund

is

an

investment

company

and

follow

accounting

and

reporting

guidance

under

Financial

Accounting

Standards

Board

(“FASB”)

Accounting

Standards

Codification

(“ASC”)

Topic

946,

“Financial

Services

–

Investment

Companies.”

These

financial

statements

are

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(“GAAP”),

which

require

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities,

the

disclosure

of

contingent

liabilities

at

the

date

of

the

financial

statements,

and

the

reported

amounts

of

increases

and

decreases

in

net

assets

from

operations

during

the

fiscal

year.

Actual

amounts

could

differ

from

those

estimates.

The

following

summarizes

the

significant

accounting

policies

of

the

Fund:

Security

Valuation

–

Securities

are

valued

at

market

prices

using

the

last

quoted

trade

or

official

closing

price

from

the

principal

exchange

where

the

security

is

traded,

as

provided

by

independent

pricing

services

on

each

Fund

business

day.

In

the

absence

of

a

last

trade,

securities

are

valued

at

the

mean

of

the

last

bid

and

ask

price

provided

by

the

pricing

service.

Shares

of

non-exchange

traded

open-end

mutual

funds

are

valued

at

net

asset

value

(“NAV”).

Short-term

investments

that

mature

in

sixty

days

or

less

may

be

valued

at

amortized

cost.

The

Fund

values

its

investments

at

fair

value

pursuant

to

procedures

adopted

by

the

Trust’s

Board

of

Trustees

(the

“Board”)

if

(1)

market

quotations

are

not

readily

available

or

(2)

the

Adviser,

as

defined

in

Note

3,

believes

that

the

values

available

are

unreliable.

The

Trust’s

Valuation

Committee,

as

defined

in

the

Fund’s

registration

statement,

performs

certain

functions

as

they

relate

to

the

administration

and

oversight

of

the

Fund’s

valuation

procedures.

Under

these

procedures,

the

Valuation

Committee

convenes

on

a

regular

and

ad

hoc

basis

to

review

such

investments

and

considers

a

number

of

factors,

including

valuation

methodologies

and

significant

unobservable

inputs,

when

arriving

at

fair

value.

The

Valuation

Committee

may

work

with

the

Adviser

to

provide

valuation

inputs.

In

determining

fair

valuations,

inputs

may

include

market-based

analytics

that

may

consider

related

or

comparable

assets

or

liabilities,

recent

transactions,

market

multiples,

book

values

and

other

relevant

investment

information.

Adviser

inputs

may

include

an

income-based

approach

in

which

the

anticipated

future

cash

flows

of

the

investment

are

discounted

in

determining

fair

value.

Discounts

may

also

be

applied

based

on

the

nature

or

duration

of

any

restrictions

on

the

disposition

of

the

investments.

Foreign

securities’

prices

may

be

fair

valued

by

independent

pricing

services

in

consideration

of

events

occurring

after

the

close

of

overseas

markets

and

prior

to

the

close

of

the

NYSE.

To

the

extent

that

securities

are

valued

using

this

service,

they

will

be

classified

as

Level

2

securities

in

the

fair

value

measurement

framework

described

below.

The

Valuation

Committee

performs

regular

reviews

of

valuation

methodologies,

key

inputs

and

assumptions,

disposition

analysis

and

market

activity.

Fair

valuation

is

based

on

subjective

factors

and,

as

a

result,

the

fair

value

price

of

an

investment

may

differ

from

the

security’s

market

price

and

may

not

be

the

price

at

which

the

asset

may

be

sold.

Fair

valuation

could

result

in

a

different

NAV

than

a

NAV

determined

by

using

market

quotes.

GAAP

has

a

three-tier

fair

value

hierarchy.

The

basis

of

the

tiers

is

dependent

upon

the

various

“inputs”

used

to

determine

the

value

of

the

Fund’s

investments.

These

inputs

are

summarized

in

the

three

broad

levels

listed

below:

Level

1

-

Quoted

prices

in

active

markets

for

identical

assets

and

liabilities.

Level

2

-

Prices

determined

using

significant

other

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

prepayment

speeds,

credit

risk,

etc.).

Short-term

securities

with

maturities

of

sixty

days

or

less

are

valued

at

amortized

cost,

which

approximates

market

value,

and

are

categorized

as

Level

2

in

the

hierarchy.

Municipal

securities,

long-term

U.S.

government

obligations

LMCG

INTERNATIONAL

SMALL

CAP

FUND

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

14

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

March

31,

2020,

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

and

expense

are

recorded

on

the

ex-dividend

date.

Foreign

dividend

income

and

expense

are

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

and

discount

is

accreted

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.

Foreign

Currency

Transactions

–

The

Fund

may

enter

into

transactions

to

purchase

or

sell

foreign

currency

contracts

and

options

on

foreign

currency.

Forward

currency

contracts

are

agreements

to

exchange

one

currency

for

another

at

a

future

date

and

at

a

specified

price.

A

fund

may

use

forward

currency

contracts

to

facilitate

transactions

in

foreign

securities,

to

manage

a

fund’s

foreign

currency

exposure

and

to

protect

the

U.S.

dollar

value

of

its

underlying

portfolio

securities

against

the

effect

of

possible

adverse

movements

in

foreign

exchange

rates.

These

contracts

are

intrinsically

valued

daily

based

on

forward

rates,

and

a

fund’s

net

equity

therein,

representing

unrealized

gain

or

loss

on

the

contracts

as

measured

by

the

difference

between

the

forward

foreign

exchange

rates

at

the

dates

of

entry

into

the

contracts

and

the

forward

rates

at

the

reporting

date,

is

recorded

as

a

component

of

NAV.

These

instruments

involve

market

risk,

credit

risk,

or

both

kinds

of

risks,

in

excess

of

the

amount

recognized

in

the

Statement

of

Assets

and

Liabilities.

Risks

arise

from

the

possible

inability

of

counterparties

to

meet

the

terms

of

their

contracts

and

from

movement

in

currency

and

securities

values

and

interest

rates.

Due

to

the

risks

associated

with

these

transactions,

a

fund

could

incur

losses

up

to

the

entire

contract

amount,

which

may

exceed

the

net

unrealized

value

included

in

its

NAV.

Distributions

to

Shareholders

–

The

Fund

declares

any

dividends

from

net

investment

income

and

pays

them

annually.

Any

net

capital

gains

and

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

March

31,

2020,

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.

LMCG

INTERNATIONAL

SMALL

CAP

FUND

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

15

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.

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.

Fees

and

Expenses

Investment

Adviser

–

LMCG

Investments,

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

0.70%

of

the

Fund’s

average

daily

net

assets.

Distribution

–

Foreside

Fund

Services,

LLC

serves

as

the

Fund’s

distributor

(the

“Distributor”).

The

Fund

has

adopted

a

Distribution

Plan

(the

“Plan”)

for

Investor

Shares

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

Investor

Shares.

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

–

The

Trust

pays

each

independent

Trustee

an

annual

retainer

of

$31,000

for

services

to

the

Trust

($41,000

for

the

Chairman).

The

Audit

Committee

Chairman

receives

an

additional

$2,000

annually.

The

Trustees

and

Chairman

may

receive

additional

fees

for

special

Board

meetings.

Each

Trustee

is

also

reimbursed

for

all

reasonable

out-of-pocket

expenses

incurred

in

connection

with

his

or

her

duties

as

a

Trustee,

including

travel

and

related

expenses

incurred

in

attending

Board

meetings.

The

amount

of

Trustees’

fees

attributable

to

the

Fund

is

disclosed

in

the

Statement

of

Operations.

Certain

officers

of

the

Trust

are

also

officers

or

employees

of

the

above

named

service

providers,

and

during

their

terms

of

office

received

no

compensation

from

the

Fund.

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

and

interest

expenses

on

short

sales,

acquired

fund

fees

and

expenses,

proxy

expenses

and

extraordinary

expenses)

to

0.85%

and

1.10%

of

Institutional

Shares

and

Investor

Shares,

respectively,

through

at

least

July

31,

2020.

Other

Fund

service

providers

have

voluntarily

agreed

to

waive

a

portion

of

their

fees.

The

contractual

waivers

may

be

changed

or

eliminated

at

any

time

with

consent

of

the

Board

and

voluntary

fee

waivers

and

expense

reimbursements

may

be

reduced

or

eliminated

at

any

time.

For

the

year

ended

March

31,

2020

,

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,

and

(ii)

the

expense

cap

in

place

at

the

time

the

fees/expenses

were

waived/reimbursed.

As

of

March

31,

2020

,

$677,315

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

$

206,312‌

$

97,044‌

$

303,356‌

LMCG

INTERNATIONAL

SMALL

CAP

FUND

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

16

Security

Transactions

The

cost

of

purchases

and

proceeds

from

sales

of

investment

securities

(including

maturities),

other

than

short-term

investments

during

the

year

ended

March

31,

2020

,

were

$32,705,300

and

$29,876,741

,

respectively.

Federal

Income

Tax

As

of

March

31,

2020,

the

cost

of

investments

for

federal

income

tax

purposes

is

$41,109,809

and

the

components

of

net

unrealized

depreciation

were

as

follows:

Distributions

paid

during

the

fiscal

years

ended

as

noted

were

characterized

for

tax

purposes

as

follows:

As

of

March

31,

2020,

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

Statements

of

Assets

and

Liabilities

are

primarily

due

to

passive

foreign

investment

holdings

(PFICs)

and

wash

sales.

As

of

March

31,

2020,

the

Fund

had

$5,451,155

of

available

short-term

capital

loss

carryforwards

and

$1,634,339

of

available

long-term

capital

loss

carryforwards

that

have

no

expiration

date.

For

tax

purposes,

the

current

year

late-year

ordinary

loss

was

$488,806

(realized

during

the

period

January

1,

2020

through

March

31,

2020).

This

loss

will

be

recognized

for

tax

purposes

on

the

first

business

day

of

the

Fund’s

next

fiscal

year,

April

1,

2020.

Geographic

Concentration

Risk

Because

the

Fund’s

investments

may

be

concentrated

in

a

particular

geographic

region

or

country,

the

value

of

the

Fund’s

shares

may

be

affected

by

events

that

adversely

affect

that

region

or

country

and

may

fluctuate

more

than

that

of

a

less

concentrated

fund.

Subsequent

Events

Management

is

currently

evaluating

the

recent

introduction

of

the

COVID-19

virus

and

its

impact

on

the

financial

services

industry

and

has

concluded

that

while

it

is

reasonably

possible

that

the

virus

could

have

a

negative

effect

on

the

fair

value

of

the

Fund's

investments

and

results

of

operations,

the

specific

impact

is

not

readily

determinable

as

of

the

date

of

these

financial

statements.

The

financial

statements

do

not

include

any

adjustments

that

might

result

from

the

outcome

of

this

uncertainty.

Gross

Unrealized

Appreciation

$

2,200,071‌

Gross

Unrealized

Depreciation

(9,409,874‌)

Net

Unrealized

Depreciation

$

(7,209,803‌)

2020

2019

Ordinary

Income

$

1,652,425‌

$

1,142,823‌

Long-Term

Capital

Gain

–‌

66,824‌

$

1,652,425‌

$

1,209,647‌

Capital

and

Other

Losses

$

(7,574,300‌)

Unrealized

Depreciation

(7,210,328‌)

Total

$

(14,784,628‌)

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

17

To

the

Board

of

Trustees

of

Forum

Funds

and

the

Shareholders

of

the

LMCG

International

Small

Cap

Fund

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities

of

LMCG

International

Small

Cap

Fund,

a

series

of

shares

of

beneficial

interest

in

Forum

Funds

(the

“Fund”),

including

the

schedule

of

investments,

as

of

March

31,

2020,

and

the

related

statement

of

operations

for

the

year

then

ended,

the

statements

of

changes

in

net

assets

for

each

of

the

years

in

the

two-year

period

then

ended

and

the

financial

highlights

for

the

periods

noted

in

the

table

below,

and

the

related

notes

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

as

of

March

31,

2020,

and

the

results

of

its

operations

for

the

year

then

ended,

the

changes

in

its

net

assets

for

each

of

the

years

in

the

two-year

period

then

ended

and

its

financial

highlights

for

each

of

the

periods

noted

in

the

table

below,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund's

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

law

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audits

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

The

Fund

is

not

required

to

have,

nor

were

we

engaged

to

perform,

an

audit

of

its

internal

control

over

financial

reporting.

As

part

of

our

audits

we

are

required

to

obtain

an

understanding

of

internal

control

over

financial

reporting

but

not

for

the

purpose

of

expressing

an

opinion

on

the

effectiveness

of

the

Fund’s

internal

control

over

financial

reporting.

Accordingly,

we

express

no

such

opinion.

Our

audits

included

performing

procedures

to

assess

the

risk

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

March

31,

2020

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.

BBD,

LLP

We

have

served

as

the

auditor

of

one

or

more

of

the

Funds

in

the

Forum

Funds

since

2009.

Philadelphia,

Pennsylvania

May

28,

2020

Fund

Financial

Highlights

Presented

LMCG

International

Small

Cap

Fund

–

Institutional

Shares

For

the

period

April

1,

2016

(commencement

of

operations)

to

March

31,

2017

and

each

of

the

years

in

the

three-year

period

ended

March

31,

2020

LMCG

International

Small

Cap

Fund

–

Investor

Shares

For

the

period

April

18,

2016

(commencement

of

operations)

to

March

31,

2017

and

each

of

the

years

in

the

three-year

period

ended

March

31,

2020

LMCG

INTERNATIONAL

SMALL

CAP

FUND

ADDITIONAL

INFORMATION

(Unaudited)

March

31,

2020

18

Investment

Advisory

Agreement

Approval

At

the

December

12,

2019

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

as

it

relates

to

services

provided

to

the

Fund

(the

“Advisory

Agreement”).

In

preparation

for

its

deliberations,

the

Board

requested

and

reviewed

written

responses

from

the

Adviser

to

a

due

diligence

questionnaire

circulated

on

the

Board's

behalf

concerning

the

services

provided

by

the

Adviser.

The

Board

also

discussed

the

materials

with

Fund

counsel

and,

as

necessary,

with

the

Trust's

administrator.

During

its

deliberations,

the

Board

received

an

oral

presentation

from

the

Adviser,

and

was

advised

by

Trustee

counsel.

At

the

meeting,

the

Board

reviewed,

among

other

matters:

(1)

the

nature,

extent

and

quality

of

the

services

provided

to

the

Fund

by

the

Adviser,

including

information

on

the

investment

performance

of

the

Fund

and

Adviser;

(2)

the

costs

of

the

services

provided

and

profitability

to

the

Adviser

of

its

relationship

with

e

the

Fund;

(3)

the

advisory

fee

and

total

expense

ratio

of

the

Fund

compared

to

a

relevant

peer

group

of

funds;

(4)

the

extent

to

which

economies

of

scale

may

be

realized

as

the

Fund

grows

and

whether

the

Fund’s

advisory

fee

enables

the

Fund’s

investors

to

share

in

the

benefits

of

economies

of

scale;

and

(5)

other

benefits

received

by

the

Adviser

from

its

relationship

with

the

Fund.

In

addition,

the

Board

recognized

that

the

evaluation

process

with

respect

to

the

Adviser

was

an

ongoing

one

and,

in

this

regard,

the

Board

considered

information

provided

by

the

Adviser

at

regularly

scheduled

meetings

during

the

past

year.

Nature,

Extent

and

Quality

of

Services

Based

on

written

materials

received,

a

presentation

from

senior

representatives

of

the

Adviser,

and

a

discussion

with

the

Adviser

about

the

Adviser’s

personnel,

operations

and

financial

condition,

the

Board

considered

the

quality

of

services

provided

by

the

Adviser

under

the

Advisory

Agreement.

In

this

regard,

the

Board

considered

information

regarding

the

experience,

qualifications

and

professional

background

of

the

portfolio

managers

and

other

personnel

at

the

Adviser

with

principal

responsibility

for

the

Fund,

as

well

as

the

investment

philosophy

and

decision-making

process

of

those

professionals

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

and

to

meet

its

financial

commitments

to

the

Fund.

Based

on

the

presentation

and

the

materials

provided

by

the

Adviser

in

connection

with

the

Board’s

consideration

of

the

approval

of

the

Advisory

Agreement,

the

Board

concluded

that,

overall,

it

was

satisfied

with

the

nature,

extent

and

quality

of

services

provided

to

the

Fund

under

the

Advisory

Agreement.

Performance

In

connection

with

a

presentation

by

the

Adviser

regarding

its

management

of

the

Fund,

the

Board

reviewed

the

performance

of

the

Fund

compared

to

its

respective

benchmark

index

and

compared

to

independent

peer

groups

of

funds

identified

by

Broadridge

Financial

Solutions,

Inc.

(“Broadridge”).

The

Board

observed

that

the

Fund

underperformed

the

MSCI

EAFE

Small

Cap

Index,

the

Fund’s

primary

benchmark

index,

for

the

one-,

three-,

and

five-year

periods

ended

September

30,

2019.

The

Board

observed

that

the

Fund

outperformed

the

primary

benchmark

index

for

the

period

since

the

Fund’s

inception

on

August

26,

2010,

noting

that

performance

generated

for

periods

prior

to

April

1,

2016

was

that

of

the

Fund’s

predecessor

fund.

The

Board

also

considered

the

Fund’s

performance

relative

to

its

Broadridge

peer

group,

noting

that

the

Fund

performed

at

the

median

of

its

Broadridge

peers

for

the

one-year

period

ended

September

30,

2019

and

underperformed

the

median

of

its

Broadridge

peers

for

the

three-year

period

ended

September

30,

2019.

The

Board

noted

the

Adviser’s

representation

that

the

Fund’s

underperformance

over

the

short

term

relative

to

the

index

and

peer

group

could

be

attributed,

in

part,

to

the

Fund’s

exposure

to

countries

and

sectors

that

experienced

elevated

levels

of

macro

uncertainty

and

underperformed

the

overall

market

during

the

period.

The

Board

also

noted

the

Adviser’s

representation

that

it

was

confident

in

the

Fund’s

strategy

and

expected

the

Fund

to

outperform

over

the

long

term,

as

evidenced

by

the

Fund’s

outperformance

over

the

period

since

the

Fund’s

inception.

Based

on

the

foregoing

and

other

applicable

considerations,

the

Board

determined

that

the

performance

of

the

Fund

was

reasonable

and

that

the

Fund

and

its

shareholders

could

benefit

from

the

Adviser’s

continued

management

of

the

Fund

under

the

Advisory

Agreement.

LMCG

INTERNATIONAL

SMALL

CAP

FUND

ADDITIONAL

INFORMATION

(Unaudited)

March

31,

2020

19

Compensation

The

Board

evaluated

the

Adviser’s

compensation

for

providing

advisory

services

to

the

Fund

and

analyzed

comparative

information

on

actual

advisory

fee

rates

and

net

expense

ratios

of

the

Fund’s

relevant

Broadridge

peer

group.

The

Board

noted

that

the

actual

advisory

fee

rates

and

net

expense

ratios

for

the

Fund

were

below

the

median

of

its

Broadridge

peer

groups.

The

Board

noted

the

Adviser’s

representation

that

it

had

agreed

to

contractually

cap

the

expenses

of

the

Fund

to

ensure

that

its

expenses

remained

competitive.

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

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

the

aggregate

costs

and

profitability

of

its

mutual

fund

activities.

The

Board

also

noted

the

Adviser’s

representation

that

it

continued

to

cap

the

Fund’s

total

expenses

and

thereby

subsidize

the

Fund

to

ensure

that

its

expenses

remained

competitive.

Based

on

these

and

other

applicable

considerations,

the

Board

concluded

that

the

Adviser’s

profits

attributable

to

management

of

the

Fund

were

reasonable.

Economies

of

Scale

The

Board

considered

whether

the

Fund

would

benefit

from

any

economies

of

scale.

In

this

respect,

the

Board

noted

the

Adviser’s

observation

that,

although

the

Fund

could

benefit

from

economies

of

scale

as

assets

grow,

given

the

current

low

asset

levels

associated

with

the

Fund,

consideration

of

breakpoints

at

this

time

would

be

premature.

Based

on

the

foregoing

information,

the

Board

concluded

that

economies

of

scale

were

not

a

material

factor

in

approving

the

continuation

of

the

Advisory

Agreement.

Other

Benefits

The

Board

noted

the

Adviser’s

representation

that

it

would

be

receiving

a

benefit

arising

from

the

use

of

soft

dollars

resulting

from

trading

for

the

Fund

to

acquire

research

that

would

benefit

the

Adviser’s

clients

generally.

The

Board

concluded

that

the

Adviser’s

receipt

of

other

benefits

was

not

a

material

factor

in

the

Board’s

approval

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,

expenses

incurred

and

such

other

matters

as

the

Board

considered

relevant.

Proxy

Voting

Information

A

description

of

the

policies

and

procedures

that

the

Fund

uses

to

determine

how

to

vote

proxies

relating

to

securities

held

in

the

Fund’s

portfolio

is

available,

without

charge

and

upon

request,

by

calling

(877)

591-4667

and

on

the

U.S.

Securities

and

Exchange

Commission’s

(the

“SEC”)

website

at

www.sec.gov.

The

Fund’s

proxy

voting

record

for

the

most

recent

twelve-month

period

ended

June

30

is

available,

without

charge

and

upon

request,

by

calling

(877)

591-4667

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

or

may

be

reviewed

and

copied

at

the

SEC’s

Public

Reference

Room

in

Washington,

D.C.

Information

on

the

operation

of

the

Public

Reference

Room

may

be

obtained

by

calling

(800)

SEC-0330.

Shareholder

Expense

Example

As

a

shareholder

of

the

Fund

,

you

incur

ongoing

costs,

including

management

fees

and

other

Fund

expenses.

This

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

Fund

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

LMCG

INTERNATIONAL

SMALL

CAP

FUND

ADDITIONAL

INFORMATION

(Unaudited)

March

31,

2020

20

The

example

is

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

for

the

entire

period

from

October

1,

2019

through

March

31,

2020.

Actual

Expenses

–

The

first

line

under

each

share

class

of

the

table

below

provides

information

about

actual

account

values

and

actual

expenses.

You

may

use

the

information

in

this

line,

together

with

the

amount

you

invested,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

in

the

first

line

under

the

heading

entitled

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

the

period.

Hypothetical

Example

for

Comparison

Purposes

–

The

second

line

under

each

share

class

of

the

table

below

provides

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

You

may

use

this

information

to

compare

the

ongoing

costs

of

investing

in

the

Fund

and

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

the

expenses

shown

in

the

table

are

meant

to

highlight

your

ongoing

costs

only.

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.

Federal

Tax

Status

of

Dividends

Declared

during

the

Fiscal

Year

For

federal

income

tax

purposes,

dividends

from

short-term

capital

gains

are

classified

as

ordinary

income.

The

Fund

designates

88.75

%

of

its

income

dividend

distributed

as

qualifying

for

the

qualified

dividend

rate

(QDI)

as

defined

in

Section

1(h)(11)

of

the

Code.

Trustees

and

Officers

of

the

Trust

The

Board

is

responsible

for

oversight

of

the

management

of

the

Trust’s

business

affairs

and

of

the

exercise

of

all

the

Trust’s

powers

except

those

reserved

for

the

shareholders.

The

following

table

provides

information

about

each

Trustee

and

certain

officers

of

the

Trust.

Each

Trustee

and

officer

holds

office

until

the

person

resigns,

is

removed,

or

is

replaced.

Unless

otherwise

noted,

the

persons

have

held

their

principal

occupations

for

more

than

five

years.

The

address

for

all

Trustees

and

officers

is

Three

Canal

Plaza,

Suite

600,

Portland,

Maine

04101.

The

Fund’s

Statement

of

Additional

Information

includes

additional

information

about

the

Trustees

and

is

available,

without

charge

and

upon

request,

by

calling

(877)

591-4667.

Beginning

Account

Value

October

1,

2019

Ending

Account

Value

March

31,

2020

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Institutional

Shares

Actual

$

1,000.00‌

$

778.55‌

$

3.78‌

0.85%‌

Hypothetical

(5%

return

before

expenses)

$

1,000.00‌

$

1,020.75‌

$

4.29‌

0.85%‌

Investor

Shares

Actual

$

1,000.00‌

$

777.12‌

$

4.89‌

1.10%‌

Hypothetical

(5%

return

before

expenses)

$

1,000.00‌

$

1,019.50‌

$

5.55‌

1.10%‌

*

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

(183)

divided

by

366

to

reflect

the

half-year

period.

LMCG

INTERNATIONAL

SMALL

CAP

FUND

ADDITIONAL

INFORMATION

(Unaudited)

March

31,

2020

21

(1)

Jessica

Chase

is

currently

an

interested

person

of

the

Trust,

as

defined

in

the

1940

Act,

due

to

her

affiliation

with

Apex

Fund

Services

and

her

role

as

President

of

the

Trust.

Apex

Fund

Services

is

a

wholly

owned

subsidiary

of

Apex

US

Holdings

LLC.

Name

and

Year

of

Birth

Position

with

the

Trust

Length

of

Time

Served

Principal

Occupation(s)

During

Past

Five

Years

Number

of

Series

in

Fund

Complex

Overseen

By

Trustee

Other

Directorships

Held

By

Trustee

During

Past

Five

Years

Independent

Trustees

David

Tucker

Born:

1958

Trustee;

Chairman

of

the

Board

Since

2011

and

Chairman

since

2018

Director,

Blue

Sky

Experience

(a

charitable

endeavor)

since

2008;

Senior

Vice

President

&

General

Counsel,

American

Century

Companies

(an

investment

management

firm)

1998-

2008.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Mark

D.

Moyer

Born:

1959

Trustee;

Chairman

of

the

Audit

Committee

Since

2018

Chief

Financial

Officer,

Freedom

House

(a

NGO

advocating

political

freedom

and

democracy)

since

2017;

independent

consultant

providing

interim

CFO

services,

principally

to

non-profit

organizations,

2011-2017.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Jennifer

Brown-Strabley

Born:

1964

Trustee

Since

2018

Principal,

Portland

Global

Advisors

(a

registered

investment

adviser),

1996-

2010.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Interested

Trustees

(1)

Jessica

Chase

Born:

1970

Trustee

Since

2018

Director,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Name

and

Year

of

Birth

Position

with

the

Trust

Length

of

Time

Served

Principal

Occupation(s)

During

Past

5

Years

Officers

Jessica

Chase

Born:

1970

President;

Principal

Executive

Officer

Since

2015

Director,

Apex

Fund

Services

since

2019.

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Karen

Shaw

Born:

1972

Treasurer;

Principal

Financial

Officer

Since

2008

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Zachary

Tackett

Born:

1988

Vice

President;

Secretary

and

Anti-

Money

Laundering

Compliance

Officer

Since

2014

Senior

Counsel,

Apex

Fund

Services

since

2019;

Counsel,

Atlantic

Fund

Services

2014-

2019.

Michael

J.

McKeen

Born:

1971

Vice

President

Since

2009

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Timothy

Bowden

Born:

1969

Vice

President

Since

2009

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2008-2019.

Geoffrey

Ney

Born:

1975

Vice

President

Since

2013

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2013-2019.

Todd

Proulx

Born:

1978

Vice

President

Since

2013

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2013-2019.

Carlyn

Edgar

Born:

1963

Vice

President

Since

2008

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019;

Chief

Compliance

Officer,

2008-2016.

Dennis

Mason

Born:

1967

Chief

Compliance

Officer

Since

2016

Fund

Compliance

Officer,

Apex

Fund

Services

since

2019;

Fund

Compliance

Officer,

Atlantic

Fund

Services

2013-2019.

®

FOR

MORE

INFORMATION:

P.O.

Box

588

Portland,

ME

04112

(877)

591-4667

(toll

free)

INVESTMENT

ADVISER

LMCG

Investments,

LLC

One

Boston

Place

201

Washington

Street,

29th

Floor

Boston,

MA

02108

TRANSFER

AGENT

Apex

Fund

Services

P.O.

Box

588

Portland,

ME

04112

www.theapexgroup.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.

210-ANR-0320

Payson

Total

Return

Fund

ANNUAL

REPORT

//

March

31,

2020

Payson

Total

Return

Fund

Table

of

Contents

March

31,

2020

IMPORTANT

INFORMATION

An

investment

in

the

Fund

is

subject

to

risk,

including

the

possible

loss

of

principal.

Other

Fund

risks

include

equity

risk,

convertible

securities

risk,

debt

securities

risk,

exchange-traded

funds

risk,

interest

rate

risk,

credit

risk,

inflation

indexed

security

risk,

government

securities

risk,

value

investment

risk,

mortgage-

related

and

other

asset-backed

securities

risk,

and

foreign

investments

risk.

Foreign

investing

involves

certain

risks

and

increased

volatility

not

associated

with

investing

solely

in

the

U.S.,

including

currency

fluctuations,

economic

or

financial

instability,

lack

of

timely

or

reliable

financial

information

or

unfavorable

political

or

legal

developments.

Mortgage-related

and

other

asset-backed

securities

risks

include

extension

risk

and

prepayment

risk.

In

addition,

the

Fund

invests

in

midcap

companies,

which

pose

greater

risks

than

those

associated

with

larger,

more

established

companies.

There

is

no

assurance

that

the

Fund

will

achieve

its

investment

objective.

A

Message

to

Our

Shareholders

(Unaudited)

1

Performance

Chart

and

Analysis

(Unaudited)

3

Schedule

of

Investments

4

Statement

of

Assets

and

Liabilities

6

Statement

of

Operations

7

Statements

of

Changes

in

Net

Assets

8

Financial

Highlights

9

Notes

to

Financial

Statements

10

Report

of

Independent

Registered

Public

Accounting

Firm

15

Additional

Information

(Unaudited)

17

Payson

Total

Return

Fund

A

Message

to

Our

Shareholders

(Unaudited)

March

31,

2020

1

Dear

Payson

Total

Return

Fund

Shareholder,

Much

like

the

prior

fiscal

year’s

results,

the

Payson

Total

Return

Fund

(the

“Fund”)

experienced

positive

returns

throughout

much

of

the

2020

fiscal

year

ending

March

31,

2020

only

to

give

up

all

the

return

and

then

some

in

the

final

quarter.

The

Fund

did

manage

to

outperform

the

S

&

P

500

Index

(the

”Index”)

this

past

fiscal

year

however

generating

total

returns

of

-5.48%

versus

the

Index’s

total

return

of

-6.98%

for

the

same

period.

Although

the

managers

of

the

Fund

were

disappointed

in

a

negative

return

for

the

year,

they

were

pleased

to

generate

returns

in

excess

of

the

Index

and

believe

it

reflects

a

continued

commitment

to

managing

a

portfolio

of

common

stocks

that

collectively

possess

better

fundamental

operating

characteristics

vis

a

vis

the

Index.

The

Fund

seeks

to

invest

in

companies

with

above

average

and

sustainable

returns

on

capital

versus

the

Index.

The

managers

believe

this

factor

largely

explains

the

outperformance

versus

the

Index

and

reflects

confidence

that

the

companies

represented

in

the

Fund

have

potential

competitive

advantages

versus

their

peers.

In

turn,

these

companies,

which

have

historically

generated

positive

cash

flows,

may

ultimately

inure

to

the

benefit

of

shareholders

through

stock

repurchases

and

dividend

growth.

Naturally,

through

this

selection

process,

the

managers

underweight

and

overweight

economic

sectors

relative

to

the

benchmark

in

an

effort

to

ensure

the

characteristics

they

are

seeking

are

superior

to

that

of

the

Index.

For

example,

for

some

time,

the

managers

have

largely

avoided

exposure

to

the

energy

sector

as

they

find

it

capital

intensive,

highly

leveraged

and

challenged

to

earn

returns

on

capital

in

excess

of

the

sector’s

cost

of

capital.

The

opposite

can

be

said

of

many

companies

within

the

technology

sector,

the

largest

sector

in

the

Index

and

even

a

bigger

sector

within

the

Fund.

Here

companies

are

currently

enjoying

strong

sales,

producing

high

profit

margins,

generating

significant

cash

flow

and

in

many

cases

rewarding

shareholders

through

stock

repurchases

and

rising

dividends.

As

the

2019

calendar

year

was

concluding,

the

Fund

managers

generally

felt

the

economy

was

in

good

shape

with

inflation

and

interest

rates

remaining

low,

historically

strong

employment

levels

with

wages

gradually

rising.

Consumer

demand

was

picking

up

pace

and

the

prospects

for

capital

investment

seemed

to

be

improving

as

well.

As

we

are

all

now

painfully

aware,

in

the

final

quarter

of

the

fiscal

year

(1st

Quarter

of

2020),

the

Covid-19

pandemic

emerged

and

rapidly

spread

worldwide

negatively

impacting

global

economic

growth.

Corporate

revenue

and

earnings

are

now

collapsing

as

companies

big

and

small

are

experiencing

a

fall

in

demand

with

consumers

retrenching

in

an

effort

to

stem

the

spread

of

the

virus.

Central

Banks

around

the

world

led

by

the

Federal

Reserve

have

taken

immediate

and

significant

action

to

lessen

the

economic

impact.

Too,

the

US

government

has

also

launched

several

fiscal

financial

responses

to

mitigate

the

economic

fallout.

As

a

result,

stocks

around

the

world

are

experiencing

record

volatility

falling

dramatically

at

the

outset

only

to

experience

a

breathtaking

recovery

in

response

to

the

government’s

actions.

As

mentioned

earlier,

the

managers

believe

their

focus

on

the

underlying

characteristics

of

the

portfolio

help

explain

how

the

Fund

has

performed

favorably

compared

to

the

Index

even

throughout

the

downturn.

Although

the

Fund

has

maintained

a

significant

exposure

to

technology

stocks,

the

portfolio

has

also

had

a

higher

commitment

to

the

health

care

sector

relative

to

the

Index

and

that

too

has

contributed

positively

to

the

Fund’s

results.

The

managers

choice

to

underweight

consumer

staples

stocks

proved

to

be

a

drag

on

Payson

Total

Return

Fund

A

Message

to

Our

Shareholders

(Unaudited)

March

31,

2020

2

results

as

investors

typically

flock

to

this

sector

during

periods

of

market

duress.

The

top

five

contributors

to

the

Fund’s

performance

this

past

fiscal

year

based

on

their

weights

in

the

portfolio

relative

to

the

Index

were

Amgen

Inc.,

S

&

P

Global

Inc.,

Apple

Inc.,

Visa

Inc.

Class

A,

and

Intel

Corp.

The

five

stocks

that

detracted

from

the

Fund’s

return

based

on

their

weights

in

the

portfolio

relative

to

the

Index

include

Fortive

Corp.,

Aflac

Inc.,

Aptiv

PLC,

Microsoft

Corp.,

and

Cisco

Systems

Inc.

There

is

no

doubt

the

Covid

-19

pandemic

has

shaken

the

entire

globe’s

economic

foundation

and

with

that

comes

significant

uncertainty

about

the

ultimate

outcome.

Nevertheless,

between

medical

science

actively

researching

vaccines,

Central

Banks

and

Governments

extending

monetary

and

fiscal

assistance,

and

companies

and

consumers

adapting,

the

Fund

managers

believe

overall

volatility

in

the

market

will

abate

and

growth

will

eventually

return.

In

the

meantime,

the

managers

will

take

advantage

of

the

market

volatility

actively

seeking

opportunities

as

they

present

themselves

while

focusing

on

improving

the

portfolio’s

underlying

characteristics.

Payson

Total

Return

Fund

Performance

Chart

and

Analysis

(Unaudited)

March

31,

2020

3

The

following

chart

reflects

the

change

in

the

value

of

a

hypothetical

$10,000

investment,

including

reinvested

dividends

and

distributions,

in

Payson

Total

Return

Fund

(the

“Fund”)

compared

with

the

performance

of

the

benchmark,

S&P

500

Index

(the

“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

Payson

Total

Return

Fund

vs.

S&P

500

Index

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratio

(gross)

is

0.89%.

The

performance

table

and

graph

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

Fund

shares.

Returns

greater

than

one

year

are

annualized.

For

the

most

recent

month-end

performance,

please

call

(800)

805-8258.

Average

Annual

Total

Returns

Periods

Ended

March

31,

2020

One

Year

Five

Year

Ten

Year

Payson

Total

Return

Fund

-5.48%

6.20%

8.57%

S&P

500®

Index

-6.98%

6.73%

10.53%

Payson

Total

Return

Fund

SCHEDULE

OF

INVESTMENTS

March

31,

2020

See

Notes

to

Financial

Statements.

4

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

as

of

March

31,

2020. 

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

-

100.0%

Consumer

Discretionary

-

9.4%

2,615‌

Amazon.com,

Inc. (a)

$

5,098,518‌

12,831‌

The

Home

Depot,

Inc.

2,395,676‌

49,546‌

The

TJX

Cos.,

Inc.

2,368,794‌

9,862,988‌

Consumer

Staples

-

2.8%

10,325‌

Thermo

Fisher

Scientific,

Inc.

2,928,170‌

Financial

-

20.0%

44,976‌

Aflac,

Inc.

1,539,978‌

24,040‌

American

Express

Co.

2,058,065‌

35,000‌

Bank

of

America

Corp.

743,050‌

14,139‌

Berkshire

Hathaway,

Inc.,

Class B (a)

2,585,033‌

22,516‌

JPMorgan

Chase

&

Co.

2,027,116‌

18,420‌

Mastercard,

Inc.,

Class A

4,449,535‌

11,500‌

S&P

Global,

Inc.

2,818,075‌

29,100‌

Visa,

Inc.,

Class A

4,688,592‌

20,909,444‌

Health

Care

-

17.4%

27,500‌

AbbVie,

Inc.

2,095,225‌

20,457‌

Amgen,

Inc.

4,147,248‌

23,621‌

Danaher

Corp.

3,269,383‌

26,780‌

Johnson

&

Johnson

3,511,661‌

24,845‌

Merck

&

Co.,

Inc.

1,911,574‌

4,500‌

Teleflex,

Inc.

1,317,870‌

7,476‌

UnitedHealth

Group,

Inc.

1,864,365‌

18,117,326‌

Industrials

-

9.2%

22,000‌

AMETEK,

Inc.

1,584,440‌

40,000‌

Colfax

Corp. (a)

792,000‌

9,600‌

Cummins,

Inc.

1,299,072‌

12,177‌

General

Dynamics

Corp.

1,611,139‌

7,300‌

Honeywell

International,

Inc.

976,667‌

6,500‌

L3Harris

Technologies,

Inc.

1,170,780‌

3,900‌

Parker-Hannifin

Corp.

505,947‌

17,300‌

United

Technologies

Corp.

1,631,909‌

9,571,954‌

Shares

Security

Description

Value

Information

Technology

-

41.2%

17,804‌

Accenture

PLC,

Class A

$

2,906,681‌

4,875‌

Alphabet,

Inc.,

Class A (a)

5,664,506‌

19,027‌

Apple,

Inc.

4,838,376‌

11,300‌

Broadcom,

Inc.

2,679,230‌

23,075‌

CDW

Corp.

2,152,205‌

66,853‌

Cisco

Systems,

Inc.

2,627,991‌

18,250‌

Facebook,

Inc.,

Class A (a)

3,044,100‌

19,860‌

Fidelity

National

Information

Services,

Inc.

2,415,770‌

26,700‌

IBM

2,961,831‌

88,808‌

Intel

Corp.

4,806,289‌

6,350‌

Lam

Research

Corp.

1,524,000‌

7,300‌

Leidos

Holdings,

Inc.

669,045‌

27,260‌

Microsoft

Corp.

4,299,175‌

7,000‌

Raytheon

Co.

918,050‌

15,590‌

Texas

Instruments,

Inc.

1,557,909‌

43,065,158‌

Total

Common

Stock

(Cost

$74,016,765)

104,455,040‌

Investments,

at

value

-

100.0%

(Cost

$74,016,765)

$

104,455,040‌

Other

Assets

&

Liabilities,

Net

-

0.0%

20,012‌

Net

Assets

-

100.0%

$

104,475,052‌

PLC

Public

Limited

Company

(a)

Non-income

producing

security.

Payson

Total

Return

Fund

SCHEDULE

OF

INVESTMENTS

March

31,

2020

See

Notes

to

Financial

Statements.

5

The

Level

1

value

displayed

in

this

table

is

Common

Stock.

Refer

to

this

Schedule

of

Investments

for

a

further

breakout

of

each

security

by

industry.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

104,455,040‌

Level

2

-

Other

Significant

Observable

Inputs

–‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

104,455,040‌

PORTFOLIO

HOLDINGS

(Unaudited)

%

of

Total

Investments

Consumer

Discretionary

9.4‌%

Consumer

Staples

2.8‌%

Financial

20.0‌%

Health

Care

17.4‌%

Industrials

9.2‌%

Information

Technology

41.2‌%

100.0‌%

Payson

Total

Return

Fund

Statement

of

Assets

and

Liabilities

March

31,

2020

See

Notes

to

Financial

Statements.

6

ASSETS

Investments,

at

value

(Cost

$74,016,765)

$

104,455,040‌

Cash

255,343‌

Receivables:

Dividends

and

interest

26,150‌

Prepaid

expenses

9,111‌

Total

Assets

104,745,644‌

LIABILITIES

Payables:

Fund

shares

redeemed

13,558‌

Distributions

payable

153,613‌

Accrued

Liabilities:

Investment

adviser

fees

54,560‌

Fund

services

fees

15,046‌

Other

expenses

33,815‌

Total

Liabilities

270,592‌

NET

ASSETS

$

104,475,052‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

74,154,052‌

Distributable

earnings

30,321,000‌

NET

ASSETS

$

104,475,052‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

5,750,992‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE

$

18.17‌

Payson

Total

Return

Fund

Statement

of

Operations

YEAR

ENDED

MARCH

31,

2020

See

Notes

to

Financial

Statements.

7

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$18)

$

1,872,286‌

Interest

income

7,600‌

Total

Investment

Income

1,879,886‌

EXPENSES

Investment

adviser

fees

706,775‌

Fund

services

fees

187,051‌

Custodian

fees

12,384‌

Registration

fees

17,184‌

Professional

fees

41,399‌

Trustees'

fees

and

expenses

6,324‌

Other

expenses

41,191‌

Total

Expenses

1,012,308‌

NET

INVESTMENT

INCOME

867,578‌

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

on

investments

452,524‌

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

(7,489,749‌)

NET

REALIZED

AND

UNREALIZED

LOSS

(7,037,225‌)

DECREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

(6,169,647‌)

Payson

Total

Return

Fund

Statements

of

Changes

in

Net

Assets

See

Notes

to

Financial

Statements.

8

For

the

Years

Ended

March

31,

2020

2019

OPERATIONS

Net

investment

income

$

867,578‌

$

722,197‌

Net

realized

gain

452,524‌

239,355‌

Net

change

in

unrealized

appreciation

(depreciation)

(7,489,749‌)

8,717,251‌

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

(6,169,647‌)

9,678,803‌

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

(867,572‌)

(718,980‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

18,427,705‌

12,810,743‌

Reinvestment

of

distributions

377,018‌

307,206‌

Redemption

of

shares

(16,202,815‌)

(8,656,484‌)

Increase

in

Net

Assets

from

Capital

Share

Transactions

2,601,908‌

4,461,465‌

Increase

(Decrease)

in

Net

Assets

(4,435,311‌)

13,421,288‌

NET

ASSETS

Beginning

of

Year

108,910,363‌

95,489,075‌

End

of

Year

$

104,475,052‌

$

108,910,363‌

SHARE

TRANSACTIONS

Sale

of

shares

889,432‌

693,817‌

Reinvestment

of

distributions

18,985‌

16,559‌

Redemption

of

shares

(779,474‌)

(463,798‌)

Increase

in

Shares

128,943‌

246,578‌

Payson

Total

Return

Fund

Financial

Highlights

See

Notes

to

Financial

Statements.

9

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

year

.

For

the

Years

Ended

March

31,

2020

2019

2018

2017

2016

NET

ASSET

VALUE,

Beginning

of

Year

$

19.37‌

$

17.76‌

$

16.14‌

$

13.94‌

$

15.21‌

INVESTMENT

OPERATIONS

Net

investment

income

(a)

0.15‌

0.13‌

0.14‌

0.16‌

0.16‌

Net

realized

and

unrealized

gain

(loss)

(1.20‌)

1.61‌

2.33‌

2.25‌

(0.76‌)

Total

from

Investment

Operations

(1.05‌)

1.74‌

2.47‌

2.41‌

(0.60‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.15‌)

(0.13‌)

(0.12‌)

(0.21‌)

(0.16‌)

Net

realized

gain

–‌

–‌

(0.73‌)

–‌

(0.51‌)

Total

Distributions

to

Shareholders

(0.15‌)

(0.13‌)

(0.85‌)

(0.21‌)

(0.67‌)

NET

ASSET

VALUE,

End

of

Year

$

18.17‌

$

19.37‌

$

17.76‌

$

16.14‌

$

13.94‌

TOTAL

RETURN

(5.48‌)%

9.83‌%

15.39‌%

17.41‌%

(3.94‌)%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000s

omitted)

$

104,475‌

$

108,910‌

$

95,489‌

$

78,888‌

$

74,514‌

Ratios

to

Average

Net

Assets:

Net

investment

income

0.74‌%

0.71‌%

0.82‌%

1.10‌%

1.11‌%

Net

expenses

0.86‌%

0.89‌%

0.94‌%

0.98‌%

0.97‌%

PORTFOLIO

TURNOVER

RATE

25‌%

27‌%

38‌%

30‌%

55‌%

(a)

Calculated

based

on

average

shares

outstanding

during

each

year.

Payson

Total

Return

Fund

Notes

to

Financial

Statements

March

31,

2020

10

Organization

The

Payson

Total

Return

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

November

25,

1991.

The

Fund

seeks

a

combination

of

high

current

income

and

capital

appreciation.

Summary

of

Significant

Accounting

Policies

The

Fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

under

Financial

Accounting

Standards

Board

(“FASB”)

Accounting

Standards

Codification

(“ASC”)

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.

The

Fund

values

its

investments

at

fair

value

pursuant

to

procedures

adopted

by

the

Trust’s

Board

of

Trustees

(the

“Board”)

if

(1)

market

quotations

are

not

readily

available

or

(2)

the

Adviser,

as

defined

in

Note

4,

believes

that

the

values

available

are

unreliable.

The

Trust’s

Valuation

Committee,

as

defined

in

the

Fund’s

registration

statement,

performs

certain

functions

as

they

relate

to

the

administration

and

oversight

of

the

Fund’s

valuation

procedures.

Under

these

procedures,

the

Valuation

Committee

convenes

on

a

regular

and

ad

hoc

basis

to

review

such

investments

and

considers

a

number

of

factors,

including

valuation

methodologies

and

significant

unobservable

inputs,

when

arriving

at

fair

value.

The

Valuation

Committee

may

work

with

the

Adviser

to

provide

valuation

inputs.

In

determining

fair

valuations,

inputs

may

include

market-based

analytics

that

may

consider

related

or

comparable

assets

or

liabilities,

recent

transactions,

market

multiples,

book

values

and

other

relevant

investment

information.

Adviser

inputs

may

include

an

income-based

approach

in

which

the

anticipated

future

cash

flows

of

the

investment

are

discounted

in

determining

fair

value.

Discounts

may

also

be

applied

based

on

the

nature

or

duration

of

any

restrictions

on

the

disposition

of

the

investments.

The

Valuation

Committee

performs

regular

reviews

of

valuation

methodologies,

key

inputs

and

assumptions,

disposition

analysis

and

market

activity.

Payson

Total

Return

Fund

Notes

to

Financial

Statements

March

31,

2020

11

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

net

asset

value

(“NAV”)

than

a

NAV

determined

by

using

market

quotes.

GAAP

has

a

three-tier

fair

value

hierarchy.

The

basis

of

the

tiers

is

dependent

upon

the

various

“inputs”

used

to

determine

the

value

of

the

Fund’s

investments.

These

inputs

are

summarized

in

the

three

broad

levels

listed

below:

Level

1

-

Quoted

prices

in

active

markets

for

identical

assets

and

liabilities.

Level

2

-

Prices

determined

using

significant

other

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

prepayment

speeds,

credit

risk,

etc.).

Short-term

securities

with

maturities

of

sixty

days

or

less

are

valued

at

amortized

cost,

which

approximates

market

value,

and

are

categorized

as

Level

2

in

the

hierarchy.

Municipal

securities,

long-term

U.S.

government

obligations

and

corporate

debt

securities

are

valued

in

accordance

with

the

evaluated

price

supplied

by

a

pricing

service

and

generally

categorized

as

Level

2

in

the

hierarchy.

Other

securities

that

are

categorized

as

Level

2

in

the

hierarchy

include,

but

are

not

limited

to,

warrants

that

do

not

trade

on

an

exchange,

securities

valued

at

the

mean

between

the

last

reported

bid

and

ask

quotation

and

international

equity

securities

valued

by

an

independent

third

party

with

adjustments

for

changes

in

value

between

the

time

of

the

securities’

respective

local

market

closes

and

the

close

of

the

U.S.

market.

Level

3

-

Significant

unobservable

inputs

(including

the

Fund’s

own

assumptions

in

determining

the

fair

value

of

investments).

The

aggregate

value

by

input

level,

as

of

March

31,

2020,

for

the

Fund’s

investments

is

included

at

the

end

of

the

Fund’s

Schedule

of

Investments.

Security

Transactions,

Investment

Income

and

Realized

Gain

and

Loss

–

Investment

transactions

are

accounted

for

on

the

trade

date.

Dividend

income

is

recorded

on

the

ex-dividend

date.

Non-cash

dividend

income

is

recorded

at

the

fair

market

value

of

the

securities

received.

Foreign

dividend

income

is

recorded

on

the

ex-dividend

date

or

as

soon

as

possible

after

determining

the

existence

of

a

dividend

declaration

after

exercising

reasonable

due

diligence.

Income

and

capital

gains

on

some

foreign

securities

may

be

subject

to

foreign

withholding

taxes,

which

are

accrued

as

applicable.

Interest

income

is

recorded

on

an

accrual

basis.

Premium

is

amortized

and

discount

is

accreted

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

net

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,

Payson

Total

Return

Fund

Notes

to

Financial

Statements

March

31,

2020

12

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

March

31,

2020,

there

are

no

uncertain

tax

positions

that

would

require

financial

statement

recognition,

de-

recognition

or

disclosure.

Income

and

Expense

Allocation

–

The

Trust

accounts

separately

for

the

assets,

liabilities

and

operations

of

each

of

its

investment

portfolios.

Expenses

that

are

directly

attributable

to

more

than

one

investment

portfolio

are

allocated

among

the

respective

investment

portfolios

in

an

equitable

manner.

Commitments

and

Contingencies

–

In

the

normal

course

of

business,

the

Fund

enters

into

contracts

that

provide

general

indemnifications

by

the

Fund

to

the

counterparty

to

the

contract.

The

Fund’s

maximum

exposure

under

these

arrangements

is

dependent

on

future

claims

that

may

be

made

against

the

Fund

and,

therefore,

cannot

be

estimated;

however,

based

on

experience,

the

risk

of

loss

from

such

claims

is

considered

remote.

The

Fund

has

determined

that

none

of

these

arrangements

requires

disclosure

on

the

Fund’s

balance

sheet.

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

March

31,

2020,

the

Fund

had

$5,343

at

MUFG

Union

Bank,

N.A.

that

exceeded

the

FDIC

insurance

limit.

Fees

and

Expenses

Investment

Adviser

–

H.M.

Payson

&

Co.

(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

0.60%

of

the

Fund’s

average

daily

net

assets.

Distribution

–

Foreside

Fund

Services,

LLC

serves

as

the

Fund’s

distributor

(the

“Distributor”).

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.

Payson

Total

Return

Fund

Notes

to

Financial

Statements

March

31,

2020

13

Other

Service

Providers

–

Apex

provides

fund

accounting,

fund

administration,

compliance

and

transfer

agency

services

to

the

Fund.

The

fees

related

to

these

services

are

included

in

Fund

services

fees

within

the

Statement

of

Operations.

Apex

also

provides

certain

shareholder

report

production

and

EDGAR

conversion

and

filing

services.

Pursuant

to

an

Apex

services

agreement,

the

Fund

pays

Apex

customary

fees

for

its

services.

Apex

provides

a

Principal

Executive

Officer,

a

Principal

Financial

Officer,

a

Chief

Compliance

Officer

and

an

Anti-Money

Laundering

Officer

to

the

Fund,

as

well

as

certain

additional

compliance

support

functions.

Trustees

and

Officers

–

The

Trust

pays

each

independent

Trustee

an

annual

retainer

of

$31,000

for

services

to

the

Trust

($41,000

for

the

Chairman).

The

Audit

Committee

Chairman

receives

an

additional

$2,000

annually.

The

Trustees

and

Chairman

may

receive

additional

fees

for

special

Board

meetings.

Each

Trustee

is

also

reimbursed

for

all

reasonable

out-of-pocket

expenses

incurred

in

connection

with

his

or

her

duties

as

a

Trustee,

including

travel

and

related

expenses

incurred

in

attending

Board

meetings.

The

amount

of

Trustees’

fees

attributable

to

the

Fund

is

disclosed

in

the

Statement

of

Operations.

Certain

officers

of

the

Trust

are

also

officers

or

employees

of

the

above

named

service

providers,

and

during

their

terms

of

office

received

no

compensation

from

the

Fund.

Security

Transactions

The

cost

of

purchases

and

proceeds

from

sales

of

investment

securities

(including

maturities),

other

than

short-term

investments,

during

the

year

ended

March

31,

2020

were

$32,208,335

and

$28,348,306,

respectively.

Federal

Income

Tax

As

of

March

31,

2020,

the

cost

of

investments

for

federal

income

tax

purposes

is

$74,016,765 and

the

components

of

net

appreciation were

as

follows:

Distributions

paid

during

the

fiscal

years

ended

as

noted

were

characterized

for

tax

purposes

as

follows:

Gross

Unrealized

Appreciation

$

34,460,892‌

Gross

Unrealized

Depreciation

(4,022,617‌)

Net

Unrealized

Appreciation

$

30,438,275‌

2020

2019

Ordinary

Income

$

819,539‌

$

665,961‌

Payson

Total

Return

Fund

Notes

to

Financial

Statements

March

31,

2020

14

As

of

March

31,

2020

,

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

treatment

of

distributions

payable.

As

of

March

31,

2020,

the

Fund

had

$117,244

of

available

short-term

capital

loss

carryforwards

that

have

no

expiration

date.

Subsequent

Events

Management

is

currently

evaluating

the

recent

introduction

of

the

COVID-19

virus

and

its

impact

on

the

financial

services

industry

and

has

concluded

that

while

it

is

reasonably

possible

that

the

virus

could

have

a

negative

effect

on

the

fair

value

of

the

Fund’s

investments

and

results

of

operations,

the

specific

impact

is

not

readily

determinable

as

of

the

date

of

these

financial

statements.

The

financial

statements

do

not

include

any

adjustments

that

might

result

from

the

outcome

of

this

uncertainty.

Undistributed

Ordinary

Income

$

153,582‌

Capital

and

Other

Losses

(117,244‌)

Unrealized

Appreciation

30,438,275‌

Other

Temporary

Differences

(153,613‌)

Total

$

30,321,000‌

Report

of

Independent

Registered

Public

Accounting

Firm

15

To

the

Board

of

Trustees

of

Forum

Funds

and

the

Shareholders

of

Payson

Total

Return

Fund

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities

of

Payson

Total

Return

Fund,

a

series

of

shares

of

beneficial

interest

in

Forum

Funds

(the

“

Fund

”),

including

the

schedule

of

investments,

as

of

March

31,

2020,

and

the

related

statement

of

operations

for

the

year

then

ended,

the

statements

of

changes

in

net

assets

for

each

of

the

years

in

the

two-year

period

then

ended

and

the

financial

highlights

for

each

of

the

years

in

the

five-year

period

then

ended,

and

the

related

notes

(collectively

referred

to

as

the

“

financial

statements

”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

as

of

March

31,

2020,

and

the

results

of

its

operations

for

the

year

then

ended,

the

changes

in

its

net

assets

for

each

of

the

years

in

the

two-year

period

then

ended

and

its

financial

highlights

for

each

of

the

years

in

the

five-year

period

then

ended,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund's

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“

PCAOB

”)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

law

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audits

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

The

Fund

is

not

required

to

have,

nor

were

we

engaged

to

perform,

an

audit

of

its

internal

control

over

financial

reporting.

As

part

of

our

audits

we

are

required

to

obtain

an

understanding

of

internal

control

over

financial

reporting

but

not

for

the

purpose

of

expressing

an

opinion

on

the

effectiveness

of

the

Fund’s

internal

control

over

financial

reporting.

Accordingly,

we

express

no

such

opinion.

Our

audits

included

performing

procedures

to

assess

the

risk

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining

,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

March

31,

2020

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.

Report

of

Independent

Registered

Public

Accounting

Firm

16

BBD,

LLP

We

have

served

as

the

auditor

of

one

or

more

of

the

Funds

in

Forum

Funds

since

2009.

Philadelphia,

Pennsylvania

May

28

,

2020

Payson

Total

Return

Fund

Additional

Information

(Unaudited)

March

31,

2020

17

Proxy

Voting

Information

A

description

of

the

policies

and

procedures

that

the

Fund

uses

to

determine

how

to

vote

proxies

relating

to

securities

held

in

the

Fund’s

portfolio

is

available,

without

charge

and

upon

request,

by

calling

(800)

805-

8258

and

on

the

SEC

website

at

www.sec.gov.

The

Fund’s

proxy

voting

record

for

the

most

recent

twelve-

month

period

ended

June

30

is

available,

without

charge

and

upon

request,

by

calling

(800)

805-8258

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

or

may

be

reviewed

and

copied

at

the

SEC’s

Public

Reference

Room

in

Washington,

D.C.

Information

on

the

operation

of

the

Public

Reference

Room

may

be

obtained

by

calling

(800)

SEC-0330.

Shareholder

Expense

Example

As

a

shareholder

of

the

Fund

,

you

incur

ongoing

costs,

including

management

fees

and

other

Fund

expenses.

This

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

Fund

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

The

example

is

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

for

the

entire

period

from

October

1,

2019

through

March

31,

2020.

Actual

Expenses

–

The

first

line

of

the

table

below

provides

information

about

actual

account

values

and

actual

expenses.

You

may

use

the

information

in

this

line,

together

with

the

amount

you

invested,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

in

the

first

line

under

the

heading

entitled

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

the

period.

Hypothetical

Example

for

Comparison

Purposes

–

The

second

line

of

the

table

below

provides

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

You

may

use

this

information

to

compare

the

ongoing

costs

of

investing

in

the

Fund

and

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

the

expenses

shown

in

the

table

are

meant

to

highlight

your

ongoing

costs

only.

Therefore,

the

second

line

of

the

table

is

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

Payson

Total

Return

Fund

Additional

Information

(Unaudited)

March

31,

2020

18

Federal

Tax

Status

of

Dividends

Declared

during

the

Fiscal

Year

For

federal

income

tax

purposes,

dividends

from

short-term

capital

gains

are

classified

as

ordinary

income.

The

Fund

designates

100.00

%

of

its

income

dividend

distributed

as

qualifying

for

the

corporate

dividends

received

deduction

(DRD)

and

100.00

%

for

the

qualified

dividend

rate

(QDI)

as

defined

in

Section

1(h)(11)

of

the

Code.

The

Fund

also

designates

0.42

%

as

qualified

interest

income

exempt

from

U.S.

tax

for

foreign

shareholders

(QII).

Trustees

and

Officers

of

the

Trust

The

Board

is

responsible

for

oversight

of

the

management

of

the

Trust’s

business

affairs

and

of

the

exercise

of

all

the

Trust’s

powers

except

those

reserved

for

the

shareholders.

The

following

table

provides

information

about

each

Trustee

and

certain

officers

of

the

Trust.

Each

Trustee

and

officer

holds

office

until

the

person

resigns,

is

removed,

or

is

replaced.

Unless

otherwise

noted,

the

persons

have

held

their

principal

occupations

for

more

than

five

years.

The

address

for

all

Trustees

and

officers

is

Three

Canal

Plaza,

Suite

600,

Portland,

Maine

04101.

The

Fund’s

Statement

of

Additional

Information

includes

additional

information

about

the

Trustees

and

is

available,

without

charge

and

upon

request,

by

calling

(800)

805-8258.

Beginning

Account

Value

October

1,

2019

Ending

Account

Value

March

31,

2020

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Actual

$

1,000.00

$

901.60

$

4.09

0.86%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,020.70

$

4.34

0.86%

*

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

(183)

divided

by

366

to

reflect

the

half-year

period.

Payson

Total

Return

Fund

Additional

Information

(Unaudited)

March

31,

2020

19

(1)

Jessica

Chase

is

currently

an

interested

person

of

the

Trust,

as

defined

in

the

1940

Act,

due

to

her

affiliation

with

Apex

Fund

Services

and

her

role

as

President

of

the

Trust.

Apex

Fund

Services

is

a

wholly

owned

subsidiary

of

Apex

US

Holdings

LLC.

Name

and

Year

of

Birth

Position

with

the

Trust

Length

of

Time

Served

Principal

Occupation(s)

During

Past

Five

Years

Number

of

Series

in

Fund

Complex

Overseen

By

Trustee

Other

Directorships

Held

By

Trustee

During

Past

Five

Years

Independent

Trustees

David

Tucker

Born:

1958

Trustee;

Chairman

of

the

Board

Since

2011

and

Chairman

since

2018

Director,

Blue

Sky

Experience

(a

charitable

endeavor)

since

2008;

Senior

Vice

President

&

General

Counsel,

American

Century

Companies

(an

investment

management

firm)

1998-2008.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Mark

D.

Moyer

Born:

1959

Trustee;

Chairman

of

the

Audit

Committee

Since

2018

Chief

Financial

Officer,

Freedom

House

(a

NGO

advocating

political

freedom

and

democracy)

since

2017;

independent

consultant

providing

interim

CFO

services,

principally

to

non-profit

organizations,

2011-2017.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Jennifer

Brown-

Strabley

Born:

1964

Trustee

Since

2018

Principal,

Portland

Global

Advisors

(a

registered

investment

adviser),

1996-2010.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Interested

Trustees

(1)

Jessica

Chase

Born:

1970

Trustee

Since

2018

Director,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Payson

Total

Return

Fund

Additional

Information

(Unaudited)

March

31,

2020

20

Name

and

Year

of

Birth

Position

with

the

Trust

Length

of

Time

Served

Principal

Occupation(s)

During

Past

5

Years

Officers

Jessica

Chase

Born:

1970

President;

Principal

Executive

Officer

Since

2015

Director,

Apex

Fund

Services

since

2019.

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Karen

Shaw

Born:

1972

Treasurer;

Principal

Financial

Officer

Since

2008

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-

2019.

Zachary

Tackett

Born:

1988

Vice

President;

Secretary

and

Anti-Money

Laundering

Compliance

Officer

Since

2014

Senior

Counsel,

Apex

Fund

Services

since

2019;

Counsel,

Atlantic

Fund

Services

2014-2019.

Michael

J.

McKeen

Born:

1971

Vice

President

Since

2009

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-

2019.

Timothy

Bowden

Born:

1969

Vice

President

Since

2009

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2008-2019.

Geoffrey

Ney

Born:

1975

Vice

President

Since

2013

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2013-2019.

Todd

Proulx

Born:

1978

Vice

President

Since

2013

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2013-2019.

Carlyn

Edgar

Born:

1963

Vice

President

Since

2008

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-

2019;

Chief

Compliance

Officer,

2008-

2016.

Dennis

Mason

Born:

1967

Chief

Compliance

Officer

Since

2016

Fund

Compliance

Officer,

Apex

Fund

Services

since

2019;

Fund

Compliance

Officer,

Atlantic

Fund

Services

2013-

2019.

800

805

8258

//

hmpayson.com

FOR

MORE

INFORMATION

Payson

Total

Return

Fund

P.O.

Box

588

Portland,

Maine

04112

(800)

805-8258

(toll

free)

www.hmpayson.com

Transfer

Agent

Apex

Fund

Services

P.O.

Box

588

Portland,

Maine

04112

www.theapexgroup.com

Distributor

Foreside

Fund

Services,

LLC

Three

Canal

Plaza,

Suite

100

Portland,

Maine

04101

www.foreside.com

Investment

Company

Act

File

No.

811-03023

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.

800

805

8258

//

hmpayson.com

230-ANR-0320

Merk

Hard

Currency

Fund

®

Investor

Shares

(MERKX)

Institutional

Shares

(MHCIX)

Annual

Report

March

31,

2020

Beginning

in

January

2021,

as

permitted

by

regulations

adopted

by

the

Securities

and

Exchange

Commission,

paper

copies

of

the

Fund’s

shareholder

reports

will

no

longer

be

sent

by

mail,

unless

you

specifically

request

paper

copies

of

the

reports

from

the

Fund

or

from

your

financial

intermediary,

such

as

a

broker-dealer

or

bank.

Instead,

the

reports

will

be

made

available

on

a

website,

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you

will

be

notified

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mail

each

time

a

report

is

posted

and

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with

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link

to

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the

report.

If

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elected

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reports

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change

and

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not

take

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action.

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may

elect

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or

your

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intermediary

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and

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Your

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will

apply

to

the

Merk

Hard

Currency

Fund.

1

1

Dear

Shareholder,

We

present

the

annual

report

for

the

Merk

Hard

Currency

Fund®

with

respect

to

the

period

April

1,

2019

through

March

31,

2020

(the

“Period”).

The

Merk

Hard

Currency

Fund

seeks

to

profit

from

a

rise

in

hard

currencies

relative

to

the

U.S.

dollar.

Merk

Investments

LLC

(the

“Adviser”)

will

determine

currency

allocations

based

on

its

analysis

of

monetary

policies

pursued

by

central

banks

and

economic

environments.

The

Fund’s

performance

data

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

an

investor’s

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

Please

visit

www.merkfunds.com

for

most

recent

month

end

performance.

The

Fund’s

expense

ratio

for

the

Investor

Shares

is

1.38%.

Merk

Hard

Currency

Fund

I

n

Q2

2019

the

U.S.

dollar

was

mixed

vs

the

G10

(group

of

11

industrialized

nations

that

have

similar

economic

interests)

currencies.

But

slightly

weaker

overall

based

on

the

U.S.

Dollar

Index.

Within

the

G10,

the

Japanese

yen

was

the

best

performer,

up

2.79%

for

the

quarter.

The

British

pound

was

the

worst

performer,

down

2.60%.

Gold

was

up

9.07%

in

the

quarter.

During

the

period

the

Fund

reduced

the

Euro

exposure

and

increased

the

New

Zealand

dollar

and

Australian

dollar

exposures.

The

Fund

was

up

1.43%

for

the

quarter,

primarily

on

the

gold,

Canadian

dollar,

and

euro

positions.

In

Q3

2019

the

U.S.

dollar

was

stronger

versus

G10

currencies

and

down

versus

gold.

Gold

was

up

4.47%

for

the

quarter.

The

Japanese

yen

was

the

best

performer

in

the

G10,

but

was

still

down,

with

a

return

of

-0.21%.

The

New

Zealand

dollar

was

the

worst

performer,

down

6.77%.

The

Fund

was

down

3.68%

for

the

quarter,

primarily

from

the

decline

in

the

Swedish

krona,

down

4.21%.

During

the

quarter

the

Fund

increased

the

Australian

dollar,

Canadian

dollar,

Norwegian

krone,

New

Zealand

dollar,

and

Swedish

krona

exposure,

and

reduced

the

euro

and

gold

allocations.

In

Q4

2019

the

U.S.

dollar

was

weaker

versus

all

G10

except

for

the

Japanese

yen.

The

Japanese

yen

was

the

worst

performer,

down

0.49%

for

the

quarter.

The

British

pound

was

the

best

performer,

up

7.88%,

as

fears

of

a

disorderly

exit

from

the

European

Union,

a

so-called

hard

Brexit,

subsided.

Gold

was

up

3.04%

for

the

period.

The

Fund

was

up

4.05%

for

the

quarter,

with

gains

in

the

Swedish

krona

allocation

outpacing

what

were

otherwise

relatively

evenly

spread

gains

across

the

Fund’s

currency

allocations.

During

the

period

the

Fund

increased

the

Australian

dollar,

euro,

and

New

Zealand

dollar

positions,

and

reduced

the

Canadian

dollar

and

British

pound

positions.

In

Q1

2020

the

U.S.

dollar

was

mostly

stronger

due

to

the

COVID19

pandemic

causing

a

global

scramble

for

U.S.

dollars

as

foreigners

that

had

borrowed

in

U.S.

dollars

needed

to

buy

U.S.

dollars

in

an

effort

to

deleverage

in

an

environment

of

extreme

volatility.

The

only

currencies

that

gained

versus

the

dollar

were

the

perceived

safe

haven

Japanese

yen

and

Swiss

franc,

as

well

as

gold.

The

Fund

was

down

7.89%

for

the

quarter,

primarily

from

the

Norwegian

krone

and

Australian

dollar,

as

well

as

the

Canadian

dollar

and

Swedish

krona

positions.

During

the

period

the

Fund

increased

the

Japanese

yen

position

and

reduced

the

Australian

dollar

and

euro

positions.

The

COVID19

pandemic

has

created

a

global

risk-off

environment

that

has

weakened

most

foreign

currencies

versus

the

U.S.

dollar.

The

Federal

Reserve’s

various

programs,

including

swap

lines

with

foreign

central

banks,

are

alleviating

some

dollar

funding

stress

internationally

and

helping

reduce

U.S.

dollar

strength.

In

our

assessment,

we

may

be

in

the

final

stage

of

what

some

have

called

a

secular

dollar

bull

market.

According

to

our

purchasing

power

parity

valuation

model,

the

U.S.

dollar

is

currently

about

20%

overvalued,

which

is

historically

on

the

high

end

of

the

range.

The

beginning

of

an

extended

dollar

bear

market

may

be

near.

In

this

context,

we

encourage

investors

to

consider

whether

the

Merk

Funds

may

help

diversify

their

portfolios.

As

of

March

31,

2020

(annualized

return)

1

year

5

year

10

year

Since

inception

5/10/05

Merk

Hard

Currency

Fund

Investor

Shares

(MERKX)

-6.37%

-1.77%

-2.07%

+0.56%

JPMorgan

3-Month

Global

Cash

Index

(“reference

basket”)

-3.45%

-0.54%

-1.69%

+0.29%

A

Message

To

Our

Shareholders

(Unaudited)

March

31,

2020

2

Sincerely,

Axel

G.

Merk

President

&

Chief

Investment

Officer

The

views

in

this

Report

were

those

of

the

Fund

Manager

as

of

March

31,

2020

and

may

not

reflect

the

views

of

the

Manager

on

the

date

this

Report

is

first

published

or

anytime

thereafter.

These

views

are

intended

to

assist

shareholders

of

the

Fund

in

understanding

their

investments

in

a

Fund

and

do

not

constitute

investment

advice.

The

Fund’s

performance

is

influenced

by

changes

in

exchange

rates

of

currencies

to

which

the

Fund

may

have

had

exposure

to

through

derivatives.

Over

time,

the

Fund

seeks

to

generate

more

gains

from

securities

than

derivatives.

Since

the

Fund

is

primarily

exposed

to

foreign

currencies,

changes

in

currency

exchange

rates

will

affect

the

value

of

what

the

respective

Fund

owns

and

the

price

of

the

Fund’s

shares.

Investing

in

foreign

instruments

bears

a

greater

risk

than

investing

in

domestic

instruments

for

reasons

such

as

volatility

of

currency

exchange

rates

and,

in

some

cases,

limited

geographic

focus,

political

and

economic

instability,

and

relatively

illiquid

markets.

The

Fund

is

subject

to

interest

rate

risk,

which

is

the

risk

that

debt

securities

in

a

Fund’s

portfolio

will

decline

in

value

because

of

increases

in

market

interest

rates.

As

a

non-diversified

fund,

the

Merk

Hard

Currency

Fund

will

be

subject

to

more

investment

risk

and

potential

for

volatility

than

a

diversified

fund

because

its

portfolio

may,

at

times,

focus

on

a

limited

number

of

issuers.

The

Fund

may

also

invest

in

derivative

securities,

which

can

be

volatile

and

involve

various

types

and

degrees

of

risk.

The

JPMorgan

3-Month

Global

Cash

Index

tracks

total

returns

of

three-month

constant

maturity

euro-currency

deposits.

The

euro-

currency

deposits

are

the

only

short-term

securities

consistent

across

all

markets

in

terms

of

liquidity,

maturity

and

credit

quality.

The

index

is

unmanaged

and

includes

reinvested

distributions.

One

cannot

invest

directly

in

an

index,

nor

is

an

index

representative

of

the

Fund's

portfolio.

JPMorgan

does

not

sponsor,

endorse

or

promote

the

Merk

Hard

Currency

Fund

in

connection

with

any

reference

to

the

JPMorgan

3-Month

Global

Cash

Index.

JPMorgan

makes

no

representation

or

warranty,

express

or

implied

regarding

the

advisability

of

investing

in

securities

generally

or

in

any

product

particularly

or

the

ability

of

the

JPMorgan

3-Month

Global

Cash

Index

to

track

general

bond

market

performance.

3

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

Merk

Hard

Currency

Fund

(the

“Fund”)

compared

with

the

performance

of

the

benchmark,

JPMorgan

3-Month

Global

Cash

Index,

over

the

past

ten

fiscal

years.

The

JPMorgan

3-Month

Global

Cash

Index

tracks

total

returns

of

three-month

constant

maturity

euro-currency

deposits.

The

euro-currency

deposits

are

the

only

short-term

securities

consistent

across

all

markets

in

terms

of

liquidity,

maturity

and

credit

quality.

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

Merk

Hard

Currency

Fund-Investor

Shares

vs.

JPMorgan

3-Month

Global

Cash

Index

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratios

(gross)

for

Investor

Shares

and

Institutional

Shares

are

1.38%

and

1.13%,

respectively.

The

performance

table

and

graph

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

Fund

shares.

Returns

greater

than

one

year

are

annualized.

For

the

most

recent

month-end

performance,

please

call

(866)

637-5386

or

visit

www.merkfunds.com.

Ten

Years

(03/31/2010-03/31/2020)

Average

Annual

Total

Returns

Periods

Ended

March

31,

2020

One

Year

Five

Year

Ten

Year

Merk

Hard

Currency

Fund

Investor

Shares

-6.37%

-1.77%

-2.07%

Merk

Hard

Currency

Fund

Institutional

Shares*

-6.18%

-1.52%

-1.80%

JPMorgan

3-Month

Global

Cash

Index

-3.45%

-0.54%

-1.69%

*

For

the

Institutional

Shares,

performance

for

the

above

ten

year

period

is

a

blended

average

annual

return

which

includes

the

return

of

the

Investor

Shares

prior

to

April

1,

2010,

the

commencement

of

operations

of

the

Institutional

Shares.

Merk

Hard

Currency

Fund

PERFORMANCE

CHART

AND

ANALYSIS

(Unaudited)

March

31,

2020

4

See

Notes

to

Financial

Statements.

MERK

HARD

CURRENCY

FUND

SCHEDULE

OF

INVESTMENTS

March

31,

2020

T

thi

Principal

Security

Description

Currency

Rate

Maturity

Value

in

USD

Foreign

Bonds

-

71.4%

(a)

Financials

-

Netherlands

-

4.4%

$

2,500,000‌

ING

Bank

NV,

EMTN

EUR

0.700‌

%

04/16/20

$

2,757,458‌

Non-U.S.

Government

-

Australia

-

4.8%

4,900,000‌

Australia

Government

Bond 

AUD

4.500‌

04/15/20

3,018,589‌

Non-U.S.

Government

-

New

Zealand

-

10.1%

10,680,000‌

New

Zealand

Government

Bond

NZD

3.000‌

04/15/20

6,379,024‌

Non-U.S.

Government

-

Sweden

-

4.1%

25,000,000‌

Sweden

Government

Bond

SEK

5.000‌

12/01/20

2,617,217‌

Non-U.S.

Government

Agency

-

Germany

-

4.7%

31,000,000‌

KFW

NOK

1.250‌

01/19/21

2,991,284‌

Non-U.S.

Government

Agency

-

Sweden

-

15.2%

93,500,000‌

Kommuninvest

I

Sverige

AB,

MTN

SEK

2.500‌

12/01/20

9,607,339‌

Regional

Agencies

-

Australia

-

2.9%

3,000,000‌

Western

Australian

Treasury

Corp.

AUD

2.500‌

07/22/20

1,857,827‌

Regional

Authority

-

Australia

-

3.2%

3,300,000‌

New

South

Wales

Treasury

Corp.

AUD

6.000‌

05/01/20

2,039,130‌

Regional

Authority

-

Canada

-

13.8%

4,200,000‌

Province

of

British

Columbia

Canada

CAD

3.700‌

12/18/20

3,049,290‌

3,900,000‌

Province

of

New

Brunswick

Canada

CAD

4.500‌

06/02/20

2,790,303‌

4,000,000‌

Province

of

Saskatchewan

Canada

CAD

3.900‌

07/28/20

2,873,531‌

8,713,124‌

Regional

Authority

-

Norway

-

2.9%

19,000,000‌

City

of

Oslo

Norway

NOK

3.550‌

02/12/21

1,868,045‌

Supranational

Bank

-

Luxembourg

-

5.3%

3,000,000‌

European

Financial

Stability

Facility,

EMTN

EUR

1.750‌

10/29/20

3,349,577‌

Total

Foreign

Bonds

(Cost

$48,458,049)

45,198,614‌

Foreign

Treasury

Securities

-

12.4%

(a)

Non-U.S.

Government

-

Canada

-

4.5%

4,000,000‌

Canadian

Treasury

Bill 

(b)

CAD

1.002‌

05/28/20

2,841,100‌

Non-U.S.

Government

-

Norway

-

7.9%

52,000,000‌

Norway

Treasury

Bill 

(b)(c)

NOK

1.122‌

09/16/20

4,983,329‌

Total

Foreign

Treasury

Securities

(Cost

$8,718,284)

7,824,429‌

U.S.

Government

&

Agency

Obligations

-

6.3%

(a)

U.S.

Treasury

Securities

-

6.3%

4,000,000‌

U.S.

Treasury

Bill 

(d)

(Cost

$3,996,286)

USD

1.525‌

04/23/20

3,999,930‌

Shares

Security

Description

Currency

Value

in

USD

Exchange

Traded

Product

-

6.0%

247,800

VanEck

Merk

Gold

Trust

ETF 

(e)(f)

(Cost

$2,970,915)

USD

3,813,642‌

Shares

Security

Description

Currency

Rate

Value

in

USD

Money

Market

Fund

-

4.2%

2,637,191

Morgan

Stanley

Institutional

Liquidity

Funds

Treasury

Securities

Portfolio,

Institutional

Class 

(g)

(Cost

$2,637,191)

USD

0.429‌

2,637,191‌

Investments,

at

value

-

100.3%

(Cost

$66,780,725)

$

63,473,806‌

Foreign

Currencies

– 1.4%

(Cost

$929,829)

865,557‌

Net

Unrealized

Gain/Loss

on

Forward

Currency

Contracts

–

0.2%

139,556‌

Other

Assets

&

Liabilities,

Net

– (1.9)%

(1,215,672‌)

NET

ASSETS

– 100.0%

$

63,263,247‌

EMTN

European

Medium

Term

Note

ETF

Exchange

Traded

Fund

MTN

Medium

Term

Note

(a)

All

or

a

portion

of

these

securities

are

segregated

to

cover

outstanding

forward

currency

contract

exposure.

5

See

Notes

to

Financial

Statements.

Affiliated

investments

are

investments

that

are

managed

by

the

Adviser,

and

are

noted

in

the

Merk

Hard

Currency

Fund’s

Schedule

of

Investments.

Transactions

during

the

period

with

affiliates

were

as

follows:

As

of

March

31,

2020,

the

Merk

Hard

Currency

Fund

had

the

following

forward

currency

contract

outstanding:

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

and

other

financial

instruments

and

liabilities

as

of

March

31,

2020. 

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.

(b)

Zero

coupon

bond.

Interest

rate

presented

is

yield

to

maturity.

(c)

Security

exempt

from

registration

under

Rule

144A

under

the

Securities

Act

of

1933.

At

the

period

end,

the

value

of

these

securities

amounted

to

$4,983,329

or

7.9%

of

net

assets.

(d)

Rate

presented

is

yield

to

maturity.

(e)

Affiliate.

(f)

Non-income

producing

security.

(g)

Dividend

yield

changes

daily

to

reflect

current

market

conditions.

Rate

was

the

quoted

yield

as

of

March

31,

2020.

Exchange

Traded

Product

VanEck

Merk

Gold

Trust

ETF

Balance

3/31/2019

Gross

Additions

Gross

Reductions

Change

in

Unrealized

Depreciation

Balance

3/31/2020

Realized

Gain/(Loss)

Investment

Income

Shares/

Principal

477,800‌

–‌

(230,000‌)

–‌

247,800‌

Cost

$

5,933,706‌

$

–‌

$

(2,962,791‌)

$

–‌

$

2,970,915‌

$

382,844‌

$

–‌

Value

6,053,726‌

–‌

–‌

722,707‌

3,813,642‌

Counterparty

Contracts

to

Purchase/(Sell)

Settlement

Date

Settlement

Value

Net

Unrealized

Appreciation

(Depreciation)

Barclays

Capital,

Inc.

(1,800,000‌)

British

Pound

Sterling

04/01/20

$

(2,115,396‌)

$

(120,384‌)

1,800,000‌

British

Pound

Sterling

04/01/20

2,119,188‌

116,593‌

1,800,000‌

British

Pound

Sterling

04/08/20

2,115,777‌

120,421‌

RBC

Capital

Markets,

LLC

(550,000,000‌)

Japanese

Yen

04/01/20

(4,931,714‌)

(183,376‌)

550,000,000‌

Japanese

Yen

04/01/20

5,091,263‌

23,826‌

550,000,000‌

Japanese

Yen

04/08/20

4,934,833‌

182,476‌

$

139,556‌

Level

1

Level

2

Level

3

Total

Assets

Investments

at

Value

Foreign

Bonds

$

–‌

$

45,198,614‌

$

–‌

$

45,198,614‌

Foreign

Treasury

Securities

–‌

7,824,429‌

–‌

7,824,429‌

U.S.

Government

&

Agency

Obligations

–‌

3,999,930‌

–‌

3,999,930‌

Exchange

Traded

Product

3,813,642‌

–‌

–‌

3,813,642‌

Money

Market

Fund

–‌

2,637,191‌

–‌

2,637,191‌

Investments,

at

value

$

3,813,642‌

$

59,660,164‌

$

–‌

$

63,473,806‌

Other

Financial

Instruments

*

Forward

Currency

Contracts

–‌

443,316‌

–‌

443,316‌

Total

Assets

$

3,813,642‌

$

60,103,480‌

$

–‌

$

63,917,122‌

Liabilities

Other

Financial

Instruments

*

Forward

Currency

Contracts

$

–‌

$

(303,760‌)

$

–‌

$

(303,760‌)

Total

Liabilities

$

–‌

$

(303,760‌)

$

–‌

$

(303,760‌)

*

Other

Financial

Instruments

are

derivatives

not

reflected

in

the

Schedule

of

Investments,

such

as

forward

currency

contracts,

which

are

valued

at

the

unrealized

appreciation

(depreciation)

at

year

end.

6

See

Notes

to

Financial

Statements.

PORTFOLIO

HOLDINGS

(Unaudited)

%

of

Net

Assets

Foreign

Bonds

71.4‌%

Foreign

Treasury

Securities

12.4‌%

U.S.

Government

&

Agency

Obligations

6.3‌%

Exchange

Traded

Product

6.0‌%

Money

Market

Fund

4.2‌%

Foreign

Currencies

1.4%

Net

Unrealized

Gain/Loss

on

Forward

Currency

Contracts

0.2%

Other

Assets

and

Liabilities,

Net

(1.9)%

100.0%

7

See

Notes

to

Financial

Statements.

ASSETS

Total

Investments,

at

value

(Cost

$63,809,810)

$

59,660,164‌

Total

Investments

in

affiliates,

at

value

(Cost

$2,970,915)

3,813,642‌

Total

Investments,

at

value

(Cost

$66,780,725)

63,473,806‌

Foreign

currency

(Cost

$929,829,

respectively)

865,557‌

Receivables:

Fund

shares

sold

6,749‌

Investment

securities

sold

673,245‌

Dividends

and

interest

475,329‌

Unrealized

gain

on

forward

currency

contracts

443,316‌

Total

Assets

6

5,938,002‌

LIABILITIES

Unrealized

loss

on

forward

currency

contracts

303,760‌

Payables:

Investment

securities

purchased

10,633‌

Fund

shares

redeemed

2,293,945‌

Accrued

Liabilities:

Investment

adviser

fees

52,641‌

Distribution

fees

10,887‌

Other

expenses

2,889‌

Total

Liabilities

2,674,755‌

NET

ASSETS

$

63,263,247‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

77,351,855‌

Distributable

earnings

(14,088,608‌)

NET

ASSETS

$

63,263,247‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

Investor

Shares

5,837,948‌

Institutional

Shares

1,565,679‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE

Investor

Shares

(based

on

net

assets

of

$49,712,063,

respectively)

$

8.52‌

Institutional

Shares

(based

on

net

assets

of

$13,551,184,

respectively)

$

8.66‌

STATEMENT

OF

ASSETS

AND

LIABILITIES

March

31,

2020

8

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

$

24,337‌

Interest

income

(Net

of

foreign

withholding

taxes

of

$17,203,

respectively)

1,189,096‌

Net

amortization

expense

(630,650‌)

Total

Investment

Income

582,783‌

EXPENSES

Investment

adviser

fees

756,661‌

Non

12b-1

shareholder

servicing

fees:

Investor

Shares

29,160‌

Institutional

Shares

8,674‌

Distribution

fees:

Investor

Shares

145,798‌

Interest

expense

45,852‌

Total

Expenses

986,145‌

Fees

waived

(18,619‌)

Net

Expenses

967,526‌

NET

INVESTMENT

LOSS

(384,743‌)

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

(loss)

on:

Investments

in

unaffiliated

issuers

(1,426,364‌)

Investments

in

affiliated

issuers

382,844‌

Foreign

currency

transactions

(847,583‌)

Net

realized

loss

(1,891,103‌)

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments

in

unaffiliated

issuers

(3,344,529‌)

Investments

in

affiliated

issuers

722,707‌

Foreign

currency

translations

198,005‌

Net

change

in

unrealized

appreciation

(depreciation)

(2,423,817‌)

NET

REALIZED

AND

UNREALIZED

LOSS

(4,314,920‌)

DECREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

(4,699,663‌)

STATEMENT

OF

OPERATIONS

YEAR

ENDED

MARCH

31,

2020

9

See

Notes

to

Financial

Statements.

MERK

HARD

CURRENCY

FUND

For

the

Year

Ended

March

31,

2020

For

the

Year

Ended

March

31,

2019

OPERATIONS

Net

investment

loss

$

(384,743‌)

$

(770,651‌)

Net

realized

loss

(1,891,103‌)

(3,676,356‌)

Net

change

in

unrealized

appreciation

(depreciation)

(2,423,817‌)

(4,403,701‌)

Decrease

in

Net

Assets

Resulting

from

Operations

(4,699,663‌)

(8,850,708‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

Investor

Shares

–‌

(699,691‌)

Institutional

Shares

–‌

(171,231‌)

Total

Distributions

to

Shareholders

–

(870,922‌

)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares:

Investor

Shares

6,203,686‌

7,303,266‌

Institutional

Shares

7,480,445‌

1,892,346‌

Reinvestment

of

distributions:

Investor

Shares

–‌

683,099‌

Institutional

Shares

–‌

158,813‌

Redemption

of

shares:

Investor

Shares

(17,494,592‌)

(21,473,794‌)

Institutional

Shares

(9,264,220‌)

(6,302,431‌)

Decrease

in

Net

Assets

from

Capital

Share

Transactions

(13,074,681‌)

(17,738,701‌)

Decrease

in

Net

Assets

(17,774,344‌)

(27,460,331‌)

NET

ASSETS

Beginning

of

Year

81,037,591‌

108,497,922‌

End

of

Year

$

63,263,247‌

$

81,037,591‌

SHARE

TRANSACTIONS

Sale

of

shares:

Investor

Shares

695,440‌

771,081‌

Institutional

Shares

815,447‌

200,419‌

Reinvestment

of

distributions:

Investor

Shares

–‌

72,593‌

Institutional

Shares

–‌

16,682‌

Redemption

of

shares:

Investor

Shares

(1,952,757‌)

(2,285,487‌)

Institutional

Shares

(1,034,048‌)

(655,823‌)

Decrease

in

Shares

(1,475,918‌)

(1,880,535‌)

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

10

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

year

.

For

the

Years

Ended

March

31,

2020

2019

2018

2017

2016

INVESTOR

SHARES

NET

ASSET

VALUE,

Beginning

of

Year

$

9.10‌

$

10.06‌

$

9.27‌

$

9.81‌

$

9.49‌

INVESTMENT

OPERATIONS

Net

investment

loss

(a)

(0.05‌)

(0.08‌)

(0.12‌)

(0.12‌)

(0.10‌)

Net

realized

and

unrealized

gain

(loss)

(0.53‌)

(0.80‌)

1.00‌

(0.42‌)

0.42‌

Total

from

Investment

Operations

(0.58‌)

(0.88‌)

0.88‌

(0.54‌)

0.32‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

–‌

(0.08‌)

(0.09‌)

–‌

–‌

NET

ASSET

VALUE,

End

of

Year

$

8.52‌

$

9.10‌

$

10.06‌

$

9.27‌

$

9.81‌

TOTAL

RETURN

(6.37‌)%

(8.73‌)%

9.54‌%

(5.50‌)%

3.37‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000's

omitted)

$49,712‌

$64,575‌

$85,874‌

$92,355‌

$105,417‌

Ratios

to

Average

Net

Assets:

Net

investment

loss

(0.57‌)%

(0.88‌)%

(1.21‌)%

(1.27‌)%

(1.06‌)%

Net

expenses

1.34‌%

1.35‌%

1.27‌%

1.24‌%

1.23‌%

Interest

expenses

0.06‌%

0.08‌%

–‌%

–‌%

–‌%

Net

expenses

without

interest

expenses

1.28‌%

1.27‌%

1.27‌%

1.24‌%

1.23‌%

Gross

expenses

(b)

1.36‌%

1.38‌%

1.30‌%

1.30‌%

1.30‌%

PORTFOLIO

TURNOVER

RATE

(c)

53‌%

65‌%

35‌%

81‌%

85‌%

INSTITUTIONAL

SHARES

NET

ASSET

VALUE,

Beginning

of

Year

$

9.23‌

$

10.18‌

$

9.38‌

$

9.90‌

$

9.55‌

INVESTMENT

OPERATIONS

Net

investment

loss

(a)

(0.03‌)

(0.06‌)

(0.10‌)

(0.10‌)

(0.08‌)

Net

realized

and

unrealized

gain

(loss)

(0.54‌

)

(0.80‌)

1.02‌

(0.42‌)

0.43‌

Total

from

Investment

Operations

(0.57‌

)

(0.86‌)

0.92‌

(0.52‌)

0.35‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

–‌

(0.09‌)

(0.12‌)

–‌

–‌

NET

ASSET

VALUE,

End

of

Year

$

8.6

6‌

$

9.23‌

$

10.18‌

$

9.38‌

$

9.90‌

TOTAL

RETURN

(6.

1

8‌)%

(d)

(8.47‌)%

9.82‌%

(5.25‌)%

3.66‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000's

omitted)

$13,551‌

$16,462‌

$22,624‌

$17,821‌

$18,296‌

Ratios

to

Average

Net

Assets:

Net

investment

loss

(0.31‌)%

(0.64‌)%

(0.95‌)%

(1.02‌)%

(0.81‌)%

Net

expenses

1.09‌%

1.10‌%

1.02‌%

0.99‌%

0.98‌%

Interest

expenses

0.06‌%

0.08‌%

–‌%

–‌%

–‌%

Net

expenses

without

interest

expenses

1.03‌%

1.02‌%

1.02‌%

0.99‌%

0.98‌%

Gross

expenses

(b)

1.11‌%

1.13‌%

1.05‌%

1.05‌%

1.05‌%

PORTFOLIO

TURNOVER

RATE

(c)

53‌%

65‌%

35‌%

81‌%

85‌%

(a)

Calculated

based

on

average

shares

outstanding

during

each

year.

(b)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

(c)

The

portfolio

turnover

rate

is

calculated

without

regard

to

any

securities

whose

maturities

or

expiration

dates

at

the

time

of

acquisition

were

one

year

or

less.

(d)

Includes

adjustments

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

and,

consequently,

the

net

asset

values

for

financial

reporting

purposes

and

the

returns

based

upon

those

net

asset

values

may

differ

from

the

net

asset

values

and

returns

for

shareholder

transactions.

Financial

Highlights

11

11

Organization

The

Merk

Hard

Currency

Fund

(the

“Fund”)

is

a

non-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

two

classes

of

shares:

Investor

Shares

and

Institutional

Shares.

The

Fund

seeks

to

profit

from

a

rise

in

hard

currencies

relative

to

the

U.S.

dollar.

The

Fund’s

Investor

Shares

and

Institutional

Shares

commenced

operations

on

May

10,

2005

and

April

1,

2010,

respectively.

Summary

of

Significant

Accounting

Policies

The

Fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

under

Financial

Accounting

Standards

Board

(“FASB”)

Accounting

Standards

Codification

(“ASC”)

Topic

946,

“Financial

Services

–

Investment

Companies.”

These

financial

statements

are

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(“GAAP”),

which

require

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities,

the

disclosure

of

contingent

liabilities

at

the

date

of

the

financial

statements,

and

the

reported

amounts

of

increases

and

decreases

in

net

assets

from

operations

during

the

fiscal

year.

Actual

amounts

could

differ

from

those

estimates.

The

following

summarizes

the

significant

accounting

policies

of

the

Fund:

Security

Valuation

–

Securities

are

valued

at

market

prices

using

the

last

quoted

trade

or

official

closing

price

from

the

principal

exchange

where

the

security

is

traded,

as

provided

by

independent

pricing

services

on

each

Fund

business

day.

In

the

absence

of

a

last

trade,

securities

are

valued

at

the

mean

of

the

last

bid

and

ask

price

provided

by

the

pricing

service.

Debt

securities

may

be

valued

at

prices

supplied

by

a

fund’s

pricing

agent

based

on

broker

or

dealer

supplied

valuations

or

matrix

pricing,

a

method

of

valuing

securities

by

reference

to

the

value

of

other

securities

with

similar

characteristics

such

as

rating,

interest

rate

and

maturity.

Futures

contracts

are

valued

at

the

day’s

settlement

price

on

the

exchange

where

the

contract

is

traded.

Forward

currency

contracts

are

generally

valued

based

on

interpolation

of

forward

curve

data

points

obtained

from

major

banking

institutions

that

deal

in

foreign

currencies

and

currency

dealers.

Shares

of

non-exchange

traded

open-end

mutual

funds

are

valued

at

net

asset

value

(“NAV”).

Short-term

investments

that

mature

in

sixty

days

or

less

may

be

valued

at

amortized

cost.

The

Fund

values

its

investments

at

fair

value

pursuant

to

procedures

adopted

by

the

Trust's

Board

of

Trustees

(the

“Board”)

if

(1)

market

quotations

are

not

readily

available

or

(2)

the

Adviser,

as

defined

in

Note

3,

believes

that

the

values

available

are

unreliable.

The

Trust’s

Valuation

Committee,

as

defined

in

the

Fund’s

registration

statement,

performs

certain

functions

as

they

relate

to

the

administration

and

oversight

of

the

Fund’s

valuation

procedures.

Under

these

procedures,

the

Valuation

Committee

convenes

on

a

regular

and

ad

hoc

basis

to

review

such

investments

and

considers

a

number

of

factors,

including

valuation

methodologies

and

significant

unobservable

inputs,

when

arriving

at

fair

value.

The

Valuation

Committee

may

work

with

the

Adviser

to

provide

valuation

inputs.

In

determining

fair

valuations,

inputs

may

include

market-based

analytics

that

may

consider

related

or

comparable

assets

or

liabilities,

recent

transactions,

market

multiples,

book

values

and

other

relevant

investment

information.

Adviser

inputs

may

include

an

income-based

approach

in

which

the

anticipated

future

cash

flows

of

the

investment

are

discounted

in

determining

fair

value.

Discounts

may

also

be

applied

based

on

the

nature

or

duration

of

any

restrictions

on

the

disposition

of

the

investments.

The

Valuation

Committee

performs

regular

reviews

of

valuation

methodologies,

key

inputs

and

assumptions,

disposition

analysis

and

market

activity.

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

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2020

12

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

March

31,

2020,

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.

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

and

discount

is

accreted

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.

Foreign

Currency

Transactions

–

The

Fund

may

enter

into

transactions

to

purchase

or

sell

foreign

currency

contracts

and

options

on

foreign

currency.

Forward

currency

contracts

are

agreements

to

exchange

one

currency

for

another

at

a

future

date

and

at

a

specified

price.

A

fund

may

use

forward

currency

contracts

to

facilitate

transactions

in

foreign

securities,

to

manage

a

fund’s

foreign

currency

exposure

and

to

protect

the

U.S.

dollar

value

of

its

underlying

portfolio

securities

against

the

effect

of

possible

adverse

movements

in

foreign

exchange

rates.

These

contracts

are

intrinsically

valued

daily

based

on

forward

rates,

and

a

fund’s

net

equity

therein,

representing

unrealized

gain

or

loss

on

the

contracts

as

measured

by

the

difference

between

the

forward

foreign

exchange

rates

at

the

dates

of

entry

into

the

contracts

and

the

forward

rates

at

the

reporting

date,

is

recorded

as

a

component

of

NAV.

These

instruments

involve

market

risk,

credit

risk,

or

both

kinds

of

risks,

in

excess

of

the

amount

recognized

in

the

Statements

of

Assets

and

Liabilities.

Risks

arise

from

the

possible

inability

of

counterparties

to

meet

the

terms

of

their

contracts

and

from

movement

in

currency

and

securities

values

and

interest

rates.

Due

to

the

risks

associated

with

these

transactions,

a

fund

could

incur

losses

up

to

the

entire

contract

amount,

which

may

exceed

the

net

unrealized

value

included

in

its

NAV.

The

values

of

each

individual

forward

currency

contract

outstanding

as

of

March

31,

2020,

are

disclosed

in

the

Fund’s

Schedule

of

Investments.

Futures

Contracts

–

The

Fund

may

purchase

futures

contracts

to

gain

exposure

to

market

changes,

which

may

be

more

efficient

or

cost

effective

than

actually

buying

the

securities.

A

futures

contract

is

an

agreement

between

parties

to

buy

or

sell

a

security

at

a

set

price

on

a

future

date.

Upon

entering

into

such

a

contract,

a

fund

is

required

to

pledge

to

the

broker

an

amount

of

cash,

U.S.

Government

obligations

or

other

high-quality

debt

securities

equal

to

the

minimum

“initial

margin”

requirements

of

the

exchange

on

which

the

futures

contract

is

traded.

Pursuant

to

the

contract,

the

fund

agrees

to

receive

from

or

pay

to

the

broker

an

amount

of

cash

equal

to

the

daily

fluctuation

in

the

value

of

the

contract.

Such

receipts

or

payments

are

known

as

“variation

margin”

and

are

recorded

by

the

fund

as

unrealized

gains

or

losses.

When

the

contract

is

closed,

the

fund

records

a

realized

gain

or

loss

equal

to

the

difference

between

the

value

of

the

contract

at

the

time

it

was

opened

and

value

at

the

time

it

was

closed.

Risks

of

entering

into

futures

contracts

include

the

possibility

that

there

may

be

an

illiquid

market

and

that

a

change

in

the

value

of

the

contract

may

not

correlate

with

changes

in

the

value

of

the

underlying

securities.

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

13

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

March

31,

2020,

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.

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.

Fees

and

Expenses

Investment

Adviser

–

Merk

Investments

LLC

is

the

investment

adviser

to

the

Fund.

Pursuant

to

an

investment

advisory

agreement,

the

Adviser

receives

an

advisory

fee

from

the

Fund

at

an

annual

rate

of

1.00%

of

the

Fund’s

average

daily

net

assets.

Under

the

terms

of

the

Investment

Advisory

Agreement

for

the

Fund,

the

Adviser

is

obligated

to

pay

all

expenses

of

the

Fund

except

Board-approved

shareholder

servicing

fees,

borrowing

costs,

taxes,

brokerage

costs,

commissions,

and

extraordinary

and

non-recurring

expenses

and

expenses

that

the

Fund

is

authorized

to

pay

under

Rule

12b-1.

Distribution

–

Foreside

Fund

Services,

LLC

serves

as

the

Fund’s

distributor

(the

“Distributor”).

The

Fund

has

adopted

a

Distribution

Plan

(the

“Plan”)

for

Investor

Shares

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

Investor

Shares.

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.

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

–

The

Trust

pays

each

independent

Trustee

an

annual

retainer

of

$31,000

for

services

to

the

Trust

($41,000

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

duties

as

a

Trustee,

including

travel

and

related

expenses

incurred

in

attending

Board

meetings.

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.

Pursuant

to

the

terms

of

the

investment

advisory

agreement,

the

Trustees'

fees

attributable

to

the

Fund

are

paid

by

the

Adviser.

Fees

Waived

During

the

fiscal

year,

the

Fund

invested

in

VanEck

Merk

Gold

Trust

ETF,

an

exchange

traded

product

sponsored

by

the

Adviser.

As

of

March

31,

2020

,

the

Fund

owned

approximately

1.77%

of

VanEck

Merk

Gold

Trust

ETF.

The

Adviser

has

agreed

to

waive

fees

in

an

amount

equal

to

the

fee

it

receives

from

VanEck

Merk

Gold

Trust

ETF

based

on

Merk

Hard

Currency

Fund’s

investment

in

VanEck

Merk

Gold

Trust

ETF

(NYSE:OUNZ).

For

the

year

ended

March

31,

2020

,

the

Adviser

waived

fees

of

$18,619

for

the

Fund.

14

Security

Transactions

The

cost

of

purchases

and

proceeds

from

sales

of

investment

securities

(including

maturities),

other

than

short-term

investments

during

the

year

ended

March

31,

2020

,

were

as

follows:

Summary

of

Derivative

Activity

The

volume

of

open

derivative

positions

may

vary

on

a

daily

basis

as

the

Fund

transacts

derivative

contracts

in

order

to

achieve

the

exposure

desired

by

the

Adviser.

The

notional

value

of

activity

for

the

year

ended

March

31,

2020

for

any

derivative

type

that

was

held

during

the

year

is

as

follows:

The

Fund’s

use

of

derivatives

during

the

year

ended

March

31,

2020

,

was

limited

to

forward

currency

contracts.

Following

is

a

summary

of

the

effect

of

derivatives

on

the

Statements

of

Assets

and

Liabilities

for

the

Fund

as

of

March

31,

2020

:

Realized

and

unrealized

gains

and

losses

on

derivatives

contracts

during

the

year

ended

March

31,

2020,

by

the

Fund

are

recorded

in

the

following

locations

on

the

Statements

of

Operations:

Asset

(Liability)

amounts

shown

in

the

table

below

represent

amounts

for

derivative

related

investments

for

the

Fund

at

March

31,

2020

.

These

amounts

may

be

collateralized

by

cash

or

financial

instruments.

Federal

Income

Tax

As

of

March

31,

2020

,

the

cost

for

federal

income

tax

purposes

is

$66,804,471

and

the

components

of

net

unrealized

depreciation

consists

of:

Purchases

Sales

$

14,614,727‌

$

16,731,127‌

Forward

Currency

Contracts

$

292,360,736‌

Location:

Currency

Contracts

Asset

derivatives:

Unrealized

gain

on

forward

currency

contracts

$

443,316‌

Liability

derivatives:

Unrealized

loss

on

forward

currency

contracts

$

(303,760‌)

Location:

Currency

Contracts

Net

realized

loss

on:

Foreign

currency

transactions

$

(176,353‌)

Net

change

in

unrealized

appreciation

on:

Foreign

currency

translations

$

199,688‌

Gross

Asset

(Liability)

as

Presented

in

the

Statements

of

Assets

and

Liabilities

Financial

Instruments

(Received)

Pledged*

Cash

Collateral

(Received)

Pledged*

Net

Amount

Assets:

Over-the-counter

derivatives**

$

443,316‌

$

–‌

$

–‌

$

443,316‌

Liabilities:

Over-the-counter

derivatives**

$

(303,760‌)

$

303,760‌

$

–‌

$

–‌

*

The

actual

financial

instruments

and

cash

collateral

(received)

pledged

may

be

in

excess

of

the

amounts

shown

in

the

table.

The

table

only

reflects

collateral

amounts

up

to

the

amount

of

the

financial

instrument

disclosed

on

the

Statement

of

Assets

and

Liabilities.

**

Over-the-counter

derivatives

may

consist

of

forward

currency

contracts.

The

amounts

disclosed

above

represent

the

exposure

to

one

or

more

counterparties.

For

further

detail

on

individual

derivative

contracts

and

the

corresponding

unrealized

appreciation

(depreciation),

see

the

Schedule

of

Investments.

Gross

Unrealized

Appreciation

$

846,371

Gross

Unrealized

Depreciation

(4,177,036)

Net

Unrealized

Depreciation

$

(3,330,665)

15

Distributions

paid

during

the

fiscal

year

were

characterized

for

tax

purposes

as

follows:

As

of

March

31,

2020

,

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

Statements

of

Assets

and

Liabilities

are

primarily

due

to

grantor

trust

adjustments,

forward

contracts

and

wash

sales.

For

tax

purposes,

the

current

year

deferred

late

year

ordinary

loss

was

$1,303,195

(realized

during

the

period

November

1,

2019

through

March

31,

2020

).

This

loss

will

be

recognized

for

tax

purposes

on

the

first

business

day

of

the

Fund’s

next

fiscal

year,

April

1,

2020

.

As

of

March

31,

2020

,

the

Funds

had

$522,124

short

term

capital

loss

carryforwards

and

$8,832,364

available

in

long

term

capital

loss

carry

forwards

that

have

no

expiration

date.

For

the

year

ended

March

31,

20

20

,

the

Fund

recorded

the

following

reclassifications

to

the

accounts

listed

below.

The

reclassifications

were

primarily

as

a

result

of

net

operating

losses.

Underlying

Investments

in

Other

Pooled

Investment

Vehicles

The

Fund

currently

invests

a

portion

of

its

assets

in

the

VanEck

Merk

Gold

Trust

ETF.

The

Fund

may

eliminate

its

investments

at

any

time

if

the

Adviser

determines

that

it

is

in

the

best

interest

of

the

Fund

and

its

shareholders.

The

performance

of

the

Fund

may

be

directly

affected

by

the

performance

of

the

VanEck

Merk

Gold

Trust

ETF.

The

financial

statements

of

the

VanEck

Merk

Gold

Trust

ETF,

including

the

schedule

of

investments,

can

be

found

at

the

Merk

Funds

website

www.merkfunds.

com

,

or

the

Securities

and

Exchange

Commission’s

website

www.sec.gov

and

should

be

read

in

conjunction

with

the

Fund’s

financial

statements.

As

of

March

31,

2020

,

the

percentage

of

the

Fund’s

net

assets

invested

in

the

VanEck

Merk

Gold

Trust

ETF

was

6.0%

.

Subsequent

Events

Management

is

currently

evaluating

the

recent

introduction

of

the

COVID-19

virus

and

its

impact

on

the

financial

services

industry

and

has

concluded

that

while

it

is

reasonably

possible

that

the

virus

could

have

a

negative

effect

on

the

fair

value

of

the

Fund's

investments

and

results

of

operations,

the

specific

impact

is

not

readily

determinable

as

of

the

date

of

these

financial

statements.

The

financial

statements

do

not

include

any

adjustments

that

might

result

from

the

outcome

of

this

uncertainty.

2020

2019

Ordinary

Income

$

–‌

$

870,922

Capital

and

Other

Losses

Unrealized

Depreciation

Total

$

(10,657,683‌)

$

(3,430,925‌)

$

(14,088,608‌)

Paid-in-Capital

$

(3,437,996‌)

Distributable

Earnings

$

3,437,996‌

16

16

To

the

Board

of

Trustees

of

Forum

Funds

and

the

Shareholders

of

Merk

Hard

Currency

Fund

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities

of

Merk

Hard

Currency

Fund,

a

series

of

shares

of

beneficial

interest

in

Forum

Funds

(the

“Fund”),

including

the

schedule

of

investments,

as

of

March

31,

2020,

and

the

related

statement

of

operations

for

the

year

then

ended,

the

statements

of

changes

in

net

assets

for

each

of

the

years

in

the

two-year

period

then

ended

and

the

financial

highlights

for

each

of

the

years

in

the

five-year

period

then

ended,

and

the

related

notes

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

as

of

March

31,

2020,

and

the

results

of

its

operations

for

the

year

then

ended,

the

changes

in

its

net

assets

for

each

of

the

years

in

the

two-year

period

then

ended

and

its

financial

highlights

for

each

of

the

years

in

the

five-year

period

then

ended,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund's

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

law

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audits

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

The

Fund

is

not

required

to

have,

nor

were

we

engaged

to

perform,

an

audit

of

its

internal

control

over

financial

reporting.

As

part

of

our

audits

we

are

required

to

obtain

an

understanding

of

internal

control

over

financial

reporting

but

not

for

the

purpose

of

expressing

an

opinion

on

the

effectiveness

of

the

Fund’s

internal

control

over

financial

reporting.

Accordingly,

we

express

no

such

opinion.

Our

audits

included

performing

procedures

to

assess

the

risk

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

March

31,

2020

by

correspondence

with

the

custodian

and

brokers.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

BBD,

LLP

We

have

served

as

the

auditor

of

one

or

more

of

the

Funds

in

the

Forum

Funds

since

2009.

Philadelphia,

Pennsylvania

May

28,

2020

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

17

17

Proxy

Voting

Information

A

description

of

the

policies

and

procedures

that

the

Fund

uses

to

determine

how

to

vote

proxies

relating

to

securities

held

in

the

Fund’s

portfolio

is

available,

without

charge

and

upon

request,

by

calling

(866)

637-5386

and

on

the

U.S.

Securities

and

Exchange

Commission’s

(the

“SEC”)

website

at

www.sec.gov.

The

Fund’s

proxy

voting

record

for

the

most

recent

twelve-month

period

ended

June

30

is

available,

without

charge

and

upon

request,

by

calling

(866)

637-5386

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

or

may

be

reviewed

and

copied

at

the

SEC’s

Public

Reference

Room

in

Washington,

D.C.

Information

on

the

operation

of

the

Public

Reference

Room

may

be

obtained

by

calling

(800)

SEC-0330.

Shareholder

Expense

Example

As

a

shareholder

of

the

Fund

,

you

incur

ongoing

costs,

including

management

fees,

distribution

and/or

service

(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

October

1,

2019

through

March

31,

2020.

Actual

Expenses

–

The

first

line

under

each

share

class

of

the

table

below

provides

information

about

actual

account

values

and

actual

expenses.

You

may

use

the

information

in

this

line,

together

with

the

amount

you

invested,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

in

the

first

line

under

the

heading

entitled

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

the

period.

Hypothetical

Example

for

Comparison

Purposes

–

The

second

line

under

each

share

class

of

the

table

below

provides

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

You

may

use

this

information

to

compare

the

ongoing

costs

of

investing

in

the

Fund

and

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

the

expenses

shown

in

the

table

are

meant

to

highlight

your

ongoing

costs

only.

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.

Trustees

and

Officers

of

the

Trust

The

Board

is

responsible

for

oversight

of

the

management

of

the

Trust’s

business

affairs

and

of

the

exercise

of

all

the

Trust’s

powers

except

those

reserved

for

the

shareholders.

The

following

table

provides

information

about

each

Trustee

and

certain

officers

of

the

Trust.

Each

Trustee

and

officer

holds

office

until

the

person

resigns,

is

removed,

or

is

replaced.

Unless

otherwise

noted,

the

persons

have

held

their

Beginning

Account

Value

October

1,

2019

Ending

Account

Value

March

31,

2020

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Merk

Hard

Currency

Fund

Investor

Shares

Actual

$

1,000.00‌

$

958.38‌

$

6.32‌

1.29‌%

Hypothetical

(5%

return

before

expenses)

$

1,000.00‌

$

1,018.55‌

$

6.51‌

1.29‌%

Institutional

Shares

Actual

$

1,000.00‌

$

95

9

.

03‌

$

5.

0

9‌

1.04‌%

Hypothetical

(5%

return

before

expenses)

$

1,000.00‌

$

1,019.80‌

$

5.25‌

1.04‌%

*

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

(183)

divided

by

366

to

reflect

the

half-year

period.

ADDITIONAL

INFORMATION

(Unaudited)

March

31,

2020

18

principal

occupations

for

more

than

five

years.

The

address

for

all

Trustees

and

officers

is

Three

Canal

Plaza,

Suite

600,

Portland,

Maine

04101.

The

Fund’s

Statement

of

Additional

Information

includes

additional

information

about

the

Trustees

and

is

available,

without

charge

and

upon

request,

by

calling

(866)

637-5386.

(1)

Jessica

Chase

is

currently

an

interested

person

of

the

Trust,

as

defined

in

the

1940

Act,

due

to

her

affiliation

with

Apex

Fund

Services

and

her

role

as

President

of

the

Trust.

Apex

Fund

Services

is

a

wholly

owned

subsidiary

of

Apex

US

Holdings

LLC.

Name

and

Year

of

Birth

Position

with

the

Trust

Length

of

Time

Served

Principal

Occupation(s)

During

Past

Five

Years

Number

of

Series

in

Fund

Complex

Overseen

By

Trustee

Other

Directorships

Held

By

Trustee

During

Past

Five

Years

Independent

Trustees

David

Tucker

Born:

1958

Trustee;

Chairman

of

the

Board

Since

2011

and

Chairman

since

2018

Director,

Blue

Sky

Experience

(a

charitable

endeavor)

since

2008;

Senior

Vice

President

&

General

Counsel,

American

Century

Companies

(an

investment

management

firm)

1998-2008.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Mark

D.

Moyer

Born:

1959

Trustee;

Chairman

of

the

Audit

Committee

Since

2018

Chief

Financial

Officer,

Freedom

House

(a

NGO

advocating

political

freedom

and

democracy)

since

2017;

independent

consultant

providing

interim

CFO

services,

principally

to

non-profit

organizations,

2011-

2017.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Jennifer

Brown-Strabley

Born:

1964

Trustee

Since

2018

Principal,

Portland

Global

Advisors

(a

registered

investment

adviser),

1996-2010.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Interested

Trustees

(1)

Jessica

Chase

Born:

1970

Trustee

Since

2018

Director,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

19

Name

and

Year

of

Birth

Position

with

the

Trust

Length

of

Time

Served

Principal

Occupation(s)

During

Past

5

Years

Officers

Jessica

Chase

Born:

1970

President;

Principal

Executive

Officer

Since

2015

Director,

Apex

Fund

Services

since

2019.

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Karen

Shaw

Born:

1972

Treasurer;

Principal

Financial

Officer

Since

2008

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Zachary

Tackett

Born:

1988

Vice

President;

Secretary

and

Anti-Money

Laundering

Compliance

Officer

Since

2014

Senior

Counsel,

Apex

Fund

Services

since

2019;

Counsel,

Atlantic

Fund

Services

2014-2019.

Michael

J.

McKeen

Born:

1971

Vice

President

Since

2009

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Timothy

Bowden

Born:

1969

Vice

President

Since

2009

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2008-

2019.

Geoffrey

Ney

Born:

1975

Vice

President

Since

2013

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2013-

2019.

Todd

Proulx

Born:

1978

Vice

President

Since

2013

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2013-

2019.

Carlyn

Edgar

Born:

1963

Vice

President

Since

2008

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019;

Chief

Compliance

Officer,

2008-2016.

Dennis

Mason

Born:

1967

Chief

Compliance

Officer

Since

2016

Fund

Compliance

Officer,

Apex

Fund

Services

since

2019;

Fund

Compliance

Officer,

Atlantic

Fund

Services

2013-2019.

20

20

[INTENTIONALLY

LEFT

BLANK]

March

31,

2020

21

21

[INTENTIONALLY

LEFT

BLANK]

March

31,

2020

FOR

MORE

INFORMATION

Merk

Hard

Currency

Fund

®

P.O.

BOX

588

PORTLAND,

ME

04112

208-ANR-0320

INVESTMENT

ADVISER

Merk

Investments

LLC

555

Bryant

Street

#455

Palo

Alto,

CA

94301

www.merkfunds.com

TRANSFER

AGENT

Apex

Fund

Services

P.O.

Box

588

Portland,

ME

04112

www.theapexgroup.com

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.

ITEM 2. CODE OF ETHICS.

(a)As of the end of the period covered by this report, Forum Funds (the “Registrant”) has adopted a code of ethics, which applies to its Principal Executive Officer and Principal Financial Officer (the “Code of Ethics”). 

(c)There have been no amendments to the Registrant’s Code of Ethics during the period covered by this report.

(d)There have been no waivers to the Registrant’s Code of Ethics during the period covered by this report.

(e)Not applicable.

(f) (1)  A copy of the Code of Ethics is being filed under Item 13(a) hereto.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The Board of Trustees has determined that Mr. Mark Moyer is an "audit committee financial expert" as that term is defined under applicable regulatory guidelines. Mr. Moyer is a non- “interested” Trustee (as defined in Section 2(a)(19) under the Investment Company Act of 1940, as amended (the “Act”)), and serves as Chairman of the Audit Committee.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) Audit Fees - The aggregate fees billed for each of the last two fiscal years (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant for the audit of the Registrant’s annual financial statements, or services that are normally provided by the principal accountant in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $126,500 in 2019 and $115,000 in 2020.

(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 2019 and $0 in 2020. 

(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 $25,500 in 2019 and $21,000 in 2020.  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 2019 and $0 in 2020. 

(e) (1) The Audit Committee reviews and approves in advance all audit and “permissible non-audit services” (as that term is defined by the rules and regulations of the Securities and Exchange Commission) to be rendered to a series of the Registrant (each, a “Series”).  In addition, the Audit Committee reviews and approves in advance all “permissible non-audit services” to be provided to an investment adviser (not including any sub-adviser) of a Series, or an affiliate of such investment adviser, that is controlling, controlled by or under common control with the investment adviser and provides on-going services to the Registrant (“Affiliate”), by the Series’ principal accountant if the engagement relates directly to the operations and financial reporting of the Series.  The Audit Committee considers whether fees paid by a Series’ investment adviser or an Affiliate to the Series’ principal accountant for audit and permissible non-audit services are consistent with the principal accountant’s independence.

(e) (2) No services included in (b) - (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not applicable

(g) The aggregate non-audit fees billed by the principal accountant for services rendered to the Registrant for the Reporting Periods were $0 in 2019 and $0 in 2020.  There were no fees billed in either of the Reporting Periods for non-audit services rendered by the principal accountant to the Registrant’s investment adviser or any Affiliate.

(h) During the Reporting Period, the Registrant's principal accountant provided no non-audit services to the investment advisers or any entity controlling, controlled by or under common control with the investment advisers to the series of the Registrant to which this report relates.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable

ITEM 6. INVESTMENTS.

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

(b)Not applicable.

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

MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

ITEM 11. CONTROLS AND PROCEDURES

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

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

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

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

Not applicable.

ITEM 13. EXHIBITS.

(a)(1)  Code of Ethics.

(a)(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	May 28, 2020

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	May 28, 2020

By	/s/ Karen Shaw
	Karen Shaw, Principal Financial Officer
Date	May 28, 2020