As filed with the Securities and Exchange Commission on March 6, 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number 811-03023

FORUM FUNDS

Three Canal Plaza, Suite 600

Portland, Maine 04101

Jessica Chase, Principal Executive Officer

Three Canal Plaza, Suite 600

Portland, Maine 04101

207-347-2000

Date of fiscal year end December 31, 2022

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

ITEM 1. REPORT TO STOCKHOLDERS.

BEEHX

Annual

Report

December

31,

2022

Table

of

Contents

The

views

expressed

in

this

report

are

those

of

the

investment

advisor

of

The

BeeHive

Fund

(the

“Fund”)

as

of

December

31,

2022

and

may

not

reflect

its

views

on

the

date

this

report

is

first

published

or

any

time

thereafter.

These

views

are

intended

to

assist

shareholders

of

the

Fund

in

understanding

their

investments

in

the

Fund

and

do

not

constitute

investment

advice.

The

Fund

is

subject

to

various

forms

of

risk,

including

the

possible

loss

of

principal.

Investing

in

foreign

securities

entails

risks

not

associated

with

domestic

equities,

including

economic

and

political

instability

and

currency

fluctuations.

Investing

in

fixed

income

securities

includes

the

risk

that

rising

interest

rates

will

cause

a

decline

in

values.

Focused

investments

in

particular

industries

or

market

sectors

can

entail

increased

volatility

and

greater

market

risk

than

is

the

case

with

more

broadly

diversified

investments.

Investments

in

securities

of

small

and

mid-capitalization

companies

involve

the

possibility

of

greater

volatility

than

investments

in

larger

capitalization

companies.

Investments

in

American

Depositary

Receipts

involve

many

of

the

same

risks

as

investing

in

foreign

securities.

A

Message

to

Our

Shareholders

(Unaudited)

1

Performance

Chart

and

Analysis

(Unaudited)

3

Schedule

of

Investments

4

Statement

of

Assets

and

Liabilities

5

Statement

of

Operations

6

Statements

of

Changes

in

Net

Assets

7

Financial

Highlights

8

Notes

to

Financial

Statements

9

Report

of

Independent

Registered

Public

Accounting

Firm

13

Additional

Information

(Unaudited)

14

The

BeeHive

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

December

31,

2022

1

Dear

Shareholders:

2022

was

a

challenging

year;

interest

rates

and

inflation

were

to

blame.

A

short,

shallow

recession

is

the

consensus

view.

We

remain

cautious

until

proven

otherwise.

The

silver

lining?

Higher

yields

are

good

for

bond

investors.

Lower

stock

prices

are

good

for

bargain

hunters.

We

maintain

our

strategy

of

investing

in

businesses

where

the

underlying

fundamentals

remain

extremely

attractive.

We

believe

patient

investors

will

be

rewarded.

Market

Overview

2022

was

a

challenging

year.

There

is

no

way

to

soft-pedal

the

results.

In

round

numbers,

U.S.,

global

and

emerging

market

stock

indices

each

declined

approximately

20%.

Long

term

bonds

fared

worse,

falling

nearly

30%.

Broadly

speaking,

there

was

no

place

to

hide.

As

we

have

written

previously,

the

culprit

has

been

rising

interest

rates

and

the

specter

of

significantly

higher

inflation.

Central

banks

around

the

world

have

used

monetary

policy

(raising

interest

rates)

to

try

to

tame

rising

prices.

So

far,

that

strategy

has

had

greater

impact

on

financial

markets

than

the

real

economy.

Most

growth

measures

have

remained

resilient

while

the

labor

market

is

historically

strong.

Business

revenue

growth

has

been

steady,

though

rising

expenses

have

applied

modest

pressure

to

earnings.

On

the

other

hand,

stock

valuations

have

shrunk

meaningfully.

As

is

often

the

case

during

sharp

market

declines,

speculative

investments

performed

the

worst.

Crypto

currency

became

front

page

news,

as

price

drops

uncovered

both

well-

and

less-well-publicized

crypto

frauds.

More

traditional

speculators

were

burned

as

well.

An

astonishing

613

special

purpose

acquisition

companies

(referred

to

as

“SPACs”

or

blank

check

companies)

were

sold

to

the

public

in

2021.

Retail

investment

“products,”

such

as

exchange

traded

funds

(“ETFs”),

were

created

to

give

even

broader

access

to

these

questionable

investments.

In

2022,

DSPC

1

,

an

ETF

that

invests

in

an

index

of

SPACs,

dropped

70%.

In

2023,

DSPC

will

close

its

doors

and

return

what

little

remains

of

its

investors’

capital.

Very

long-term

“visionary”

investors

also

felt

the

sting

of

rising

interest

rates.

Companies

with

great

future

promise

but

little

or

no

current

earnings

were

hit

particularly

hard.

The

once

highly

regarded

Ark

Innovation

ETF,

ARKK,

held

nearly

$30

billion

of

investor

assets

in

early

2021

and

declined

67%

in

2022,

as

large

holdings

like

Zoom

Inc.,

Tesla

and

Shopify

came

down

to

earth.

Mainstream

growth

companies

with

higher-than-average

valuations

were

also

victims

of

higher

rates.

At

Spears

Abacus,

we

avoided

the

worst

of

these

very

large

companies,

but

not

all.

*Held

by

The

BeeHive

Fund

during

the

2021-2022

period

We

have

never

felt

completely

comfortable

with

Meta/Facebook,

Netflix

or

Amazon,

which

proved

fortunate

last

year.

However,

the

Fund’s

holdings

in

Alphabet,

Microsoft

and

Apple

illustrate

the

challenges

posed

for

investors,

particularly

those

subject

to

capital

gains

tax

(as

the

vast

majority

of

the

Fund’s

shareholders

are).

1

AXS

De-SPAC

ETF

Source:

FactSet

Name

2022

Return

Meta

Platforms

Inc.

(Facebook)

-64.2%

Netflix,

Inc.

-51.1%

Amazon.com,

Inc.

-49.6%

Alphabet

Inc.

Class

C*

-38.7%

Microsoft

Corporation*

-27.9%

Apple

Inc.*

-26.3%

The

BeeHive

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

December

31,

2022

2

These

three

stocks

had

outsized

performance

over

the

three

previous

years,

2019

to

2021.

As

a

result,

their

valuations

were

stretched.

In

our

estimation,

their

underlying

business

fundamentals

remain

extremely

attractive,

and

at

current

levels,

their

valuations

seem

more

than

reasonable.

We

believe

patient

investors

will

be

rewarded.

In

2022,

the

Fund

trailed

its

benchmark

by

slightly

less

than

1%.

In

part,

this

was

due

to

the

Fund’s

relative

underweight

in

the

energy,

industrial

and

healthcare

sectors.

As

mentioned

above,

long

term

holdings

in

Alphabet,

Microsoft

and

Apple

also

detracted

from

performance.

Over

the

longer

periods,

the

Fund’s

relative

performance

has

been

impacted

by

our

low-turnover,

tax-efficient

approach.

Looking

ahead,

we

sense

that

a

consensus

has

been

reached

by

investors,

observers

and

corporate

executives.

Most

are

confident

that

the

Federal

Reserve

will

successfully

orchestrate

the

breaking

of

inflation

2

.

That

leaves

the

question

of

how

much

collateral

damage

will

be

inflicted

on

the

economy.

“Just

about

every

region

with

the

exception

of

China

and

Japan

believes

there

is

going

to

be

some

kind

of

economic

slowdown.

Ninety-eight

percent

of

CEOs

in

the

U.S.

think

there

is

going

to

be

a

recession

–

but

it’s

going

to

be

short

and

shallow.”

-

Dana

Peterson,

Chief

Economist

of

the

Conference

Board

2

The

economic

press

will

expand

its

vocabulary

or

simply

return

to

well-worn

phrases

like

“goldilocks

economy”

and

“soft-landing”.

If

this

hallowed

state

is

achieved,

investors

will

cheer,

and

markets

could

rebound

sharply.

We

believe

this

scenario

is

entirely

possible;

in

it

we

believe

that

the

Fund’s

investments

would

prosper.

But

we

are

mindful

that

optimistic

projections

do

not

always

meet

expectations.

Consequently,

your

Fund’s

portfolio

includes

holdings

that

we

believe

will

defend

well

against

a

more

adverse

environment.

Rather

than

predicting

dire

circumstances,

we

think

of

this

as

insurance

for

negative

events

that

might

occur.

We

always

try

to

consider

what

might

surprise

investors

in

a

way

that

would

cause

asset

prices

to

fall.

Of

course,

sometimes

this

is

impossible.

Events

like

Covid-19

or

the

war

in

Ukraine

are

manifestly

unpredictable.

However,

there

are

more

garden-variety

surprises

that

might

catch

markets

unaware.

One

consideration

would

be

a

longer

than

expected

period

of

high

inflation.

Jobs

statistics

have

become

the

flavor

of

the

month.

Wage-induced

inflation

seems

to

be

among

central

bankers’

primary

concerns.

In

previous

recessions,

corporations

were

quick

to

lay

off

workers

in

high-cost

areas

and

eventually

replace

them

with

lower

cost

workers

in

China

and

other

emerging

markets.

This

strategy

seems

far

less

popular

thanks

to

a

shrinking

labor

force

in

developed

economies

and

higher

costs

in

emerging

ones.

In

a

Conference

Board

survey,

U.S.

CEOs

preferred

“pricing

strategies”

to

layoffs

2

.

If

wages

continue

to

rise,

central

bankers,

particularly

in

the

U.S.,

may

prefer

to

keep

interest

rates

higher

for

longer

than

expected.

Last

year’s

turmoil

is

forcing

investors

to

differentiate

between

speculative

and

proven,

between

those

that

promise

and

those

that

deliver.

This

year

is

off

to

a

good

start.

While

the

average

stock

may

drop

further,

we

believe

investors

will

benefit

from

owning

the

most

resilient

businesses

that

provide

goods

or

services

to

growing

segments

of

the

economy.

At

Spears

Abacus,

we

continue

to

focus

on

just

such

investments

in

The

BeeHive

Fund

and

maintain

our

long-term

optimism.

Regards,

Spears

Abacus

2

Short

U.S.

Recession

is

Expected

by

CEOs

–

Theo

Francis,

The

Wall

Street

Journal

1/13/2023

(print

edition)

The

BeeHive

Fund

PERFORMANCE

CHART

AND

ANALYSIS

(Unaudited)

December

31,

2022

3

The

following

chart

reflects

the

change

in

the

value

of

a

hypothetical

$10,000

investment,

including

reinvested

dividends

and

distributions,

in

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

S&P

500

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

S&P

500

does

not

include

expenses.

The

Fund

is

professionally

managed,

while

the

S&P

500

is

unmanaged

and

is

not

available

for

investment.

Comparison

of

Change

in

Value

of

a

$10,000

Investment

in

The

BeeHive

Fund

vs.

S&P

500®

Index

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

For

the

most

recent

month-end

performance,

please

call

(866)

684-4915.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratio

(gross)

is

0.97%.

However,

the

Fund’s

advisor has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(excluding

taxes,

interest,

portfolio

transaction

expenses

and

extraordinary

expenses)

to

0.99%

of

the

Fund’s

average

daily

net

assets

through

April

30,

2023

(the

“Expense

Cap”).

The

Expense

Cap

may

be

raised

or

eliminated

only

with

the

consent

of

the

Board

of

Trustees.

The

advisor

may

recoup

from

the

Fund

fees

waived

and

expenses

reimbursed

by

the

advisor

pursuant

to

the

Expense

Cap

if

the

recoupment

is

made

within

three

years

of

the

fee

waiver

or

expense

reimbursement

and

does

not

cause

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(after

the

recoupment

has

been

taken

into

account)

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.

Average

Annual

Total

Returns

Periods

Ended

December

31,

2022

One

Year

Five

Year

Ten

Year

The

BeeHive

Fund

-19.02%

6.52%

8.79%

S&P

500®

Index

-18.11%

9.42%

12.56%

The

BeeHive

Fund

SCHEDULE

OF

INVESTMENTS

December

31,

2022

4

See

Notes

to

Financial

Statements.

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund’s investments

as

of

December

31,

2022. 

The

inputs

or

methodology

used

for

valuing

securities

are

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

For

more

information

on

valuation

inputs,

and

their

aggregation

into

the

levels

used

in

the

table

below,

please

refer

to

the

Security

Valuation

section

in

Note

2

of

the

accompanying

Notes

to

Financial

Statements.

The

Level

1

value

displayed

in

this

table

is

Common

Stock.

The

Level

2

value

displayed

in

this

table

includes

U.S.

Treasury

Securities

and

a

Money

Market

Fund.

Refer

to

this

Schedule

of

Investments

for

a

further

breakout

of

each

security

by

industry.

Shares

Security

Description

Value

Common

Stock

-

88.2%

Communication

Services

-

8.7%

61,640‌

Alphabet,

Inc.,

Class A 

(a)

$

5,438,497‌

45,020‌

Alphabet,

Inc.,

Class C 

(a)

3,994,625‌

23,184‌

Take-Two

Interactive

Software,

Inc. 

(a)

2,414,150‌

11,847,272‌

Consumer

Discretionary

-

7.2%

29,370‌

Aptiv

PLC 

(a)

2,735,228‌

98,520‌

Comcast

Corp.,

Class A

3,445,244‌

56,513‌

Restaurant

Brands

International,

Inc.

3,654,696‌

9,835,168‌

Consumer

Staples

-

8.2%

81,940‌

Mondelez

International,

Inc.,

Class A

5,461,301‌

49,750‌

Nestle

SA,

ADR

5,738,165‌

11,199,466‌

Financials

-

18.4%

15,320‌

Aon

PLC,

Class A

4,598,145‌

11,720‌

Berkshire

Hathaway,

Inc.,

Class B 

(a)

3,620,308‌

36,970‌

Chubb,

Ltd.

8,155,582‌

42,950‌

Intercontinental

Exchange,

Inc.

4,406,240‌

31,610‌

JPMorgan

Chase

&

Co.

4,238,901‌

25,019,176‌

Health

Care

-

8.6%

15,000‌

Danaher

Corp.

3,981,300‌

14,100‌

Thermo

Fisher

Scientific,

Inc.

7,764,729‌

11,746,029‌

Information

Technology

-

27.5%

8,204‌

Adobe,

Inc. 

(a)

2,760,892‌

8,500‌

Analog

Devices,

Inc.

1,394,255‌

46,920‌

Apple,

Inc.

6,096,316‌

7,613‌

Autodesk,

Inc. 

(a)

1,422,641‌

28,981‌

Fidelity

National

Information

Services,

Inc.

1,966,361‌

30,613‌

Fiserv,

Inc. 

(a)

3,094,056‌

27,329‌

Global

Payments,

Inc.

2,714,316‌

54,610‌

Microsoft

Corp.

13,096,570‌

59,860‌

Oracle

Corp.

4,892,957‌

37,438,364‌

Materials

-

7.2%

61,030‌

Berry

Global

Group,

Inc.

3,688,043‌

37,223‌

Crown

Holdings,

Inc.

3,060,103‌

22,217‌

Franco-Nevada

Corp.

3,032,176‌

9,780,322‌

Real

Estate

-

2.4%

28,530‌

Prologis,

Inc.

REIT

3,216,187‌

Total

Common

Stock

(Cost

$54,499,413)

120,081,984‌

Principal

Security

Description

Rate

Maturity

Value

U.S.

Government

&

Agency

Obligations

-

10.2%

U.S.

Treasury

Securities

-

10.2%

$

3,000,000‌

U.S.

Treasury

Bill 

(b)

4.12 %

02/16/23

2,985,100‌

1,000,000‌

U.S.

Treasury

Bill 

(b)

4.35 

04/20/23

986,977‌

4,000,000‌

U.S.

Treasury

Bill 

(b)

4.47 

05/18/23

3,932,359‌

2,000,000‌

U.S.

Treasury

Bill 

(b)

4.63 

06/08/23

1,960,957‌

3,000,000‌

U.S.

Treasury

Note/Bond

1.50 

01/15/23

2,997,800‌

Principal

Security

Description

Rate

Maturity

Value

$

1,000,000‌

U.S.

Treasury

Note/Bond

0.13 %

03/31/23

$

989,770‌

13,852,963‌

Total

U.S.

Government

&

Agency

Obligations

(Cost

$13,859,049)

13,852,963‌

Shares

Security

Description

Value

Money

Market

Fund

-

1.6%

2,128,303‌

First

American

Treasury

Obligations

Fund,

Class X,

4.20% 

(c)

(Cost

$2,128,303)

2,128,303‌

Investments,

at

value

-

100.0%

(Cost

$70,486,765)

$

136,063,250‌

Other

Assets

&

Liabilities,

Net

-

0.0%

(11,006‌)

Net

Assets

-

100.0%

$

136,052,244‌

ADR

American

Depositary

Receipt

PLC

Public

Limited

Company

REIT

Real

Estate

Investment

Trust

(a)

Non-income

producing

security.

(b)

Zero

coupon

bond.

Interest

rate

presented

is

yield

to

maturity.

(c)

Dividend

yield

changes

daily

to

reflect

current

market

conditions.

Rate

was

the

quoted

yield

as

of

December

31,

2022.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

120,081,984‌

Level

2

-

Other

Significant

Observable

Inputs

15,981,266‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

136,063,250‌

PORTFOLIO

HOLDINGS

(Unaudited)

%

of

Total

Investments

Communication

Services

8.7‌%

Consumer

Discretionary

7.2‌%

Consumer

Staples

8.2‌%

Financials

18.4‌%

Health

Care

8.6‌%

Information

Technology

27.5‌%

Materials

7.2‌%

Real

Estate

2.4‌%

U.S.

Government

&

Agency

Obligations

10.2‌%

Money

Market

Fund

1.6‌%

100.0‌%

The

BeeHive

Fund

STATEMENT

OF

ASSETS

AND

LIABILITIES

December

31,

2022

5

See

Notes

to

Financial

Statements.

ASSETS

Investments,

at

value

(Cost

$70,486,765)

$

136,063,250‌

Receivables:

Dividends

and

interest

144,035‌

Prepaid

expenses

4,465‌

Total

Assets

136,211,750‌

LIABILITIES

Payables:

Distributions

payable

22,384‌

Accrued

Liabilities:

Investment

advisor

fees

90,314‌

Fund

services

fees

17,315‌

Other

expenses

29,493‌

Total

Liabilities

159,506‌

NET

ASSETS

$

136,052,244‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

70,734,826‌

Distributable

Earnings

65,317,418‌

NET

ASSETS

$

136,052,244‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

7,767,564‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE

$

17.52‌

The

BeeHive

Fund

STATEMENT

OF

OPERATIONS

FOR

THE

YEAR

ENDED

December

31,

2022

6

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$43,554)

$

1,469,477‌

Interest

income

141,526‌

Total

Investment

Income

1,611,003‌

EXPENSES

Investment

advisor

fees

1,097,161‌

Fund

services

fees

213,289‌

Custodian

fees

15,749‌

Registration

fees

9,067‌

Professional

fees

43,307‌

Trustees’

fees

and

expenses

7,984‌

Other

expenses

46,392‌

Total

Expenses

1,432,949‌

NET

INVESTMENT

INCOME

178,054‌

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

on

investments

2,894,304‌

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

(35,850,629‌)

NET

REALIZED

AND

UNREALIZED

LOSS

(32,956,325‌)

DECREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

(32,778,271‌)

The

BeeHive

Fund

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

7

See

Notes

to

Financial

Statements.

For

the

Year

Ended

December

31,

2022

2021

OPERATIONS

Net

investment

income

$

178,054‌

$

133,435‌

Net

realized

gain

2,894,304‌

7,531,633‌

Net

change

in

unrealized

appreciation

(depreciation)

(35,850,629‌)

22,947,971‌

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

(32,778,271‌)

30,613,039‌

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

(2,894,843‌)

(9,200,707‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

1,643,851‌

1,590,570‌

Reinvestment

of

distributions

2,532,217‌

8,958,806‌

Redemption

of

shares

(8,045,891‌)

(6,054,219‌)

Increase

(Decrease)

in

Net

Assets

from

Capital

Share

Transactions

(3,869,823‌)

4,495,157‌

Increase

(Decrease)

in

Net

Assets

(39,542,937‌)

25,907,489‌

NET

ASSETS

Beginning

of

Year

175,595,181‌

149,687,692‌

End

of

Year

$

136,052,244‌

$

175,595,181‌

SHARE

TRANSACTIONS

Sale

of

shares

83,365‌

74,670‌

Reinvestment

of

distributions

140,053‌

414,425‌

Redemption

of

shares

(403,858‌)

(288,033‌)

Increase

(Decrease)

in

Shares

(180,440‌)

201,062‌

The

BeeHive

Fund

FINANCIAL

HIGHLIGHTS

8

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

year

.

For

the

Year

Ended

December

31,

2022

2021

2020

2019

2018

NET

ASSET

VALUE,

Beginning

of

Year

$

22.09‌

$

19.32‌

$

17.00‌

$

13.10‌

$

15.23‌

INVESTMENT

OPERATIONS

Net

investment

income

(a)

0.02‌

0.02‌

0.04‌

0.24‌

0.13‌

Net

realized

and

unrealized

gain

(loss)

(4.21‌)

3.97‌

2.61‌

4.50‌

(1.79‌)

Total

from

Investment

Operations

(4.19‌)

3.99‌

2.65‌

4.74‌

(1.66‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.02‌)

(0.02‌)

(0.04‌)

(0.24‌)

(0.13‌)

Net

realized

gain

(0.36‌)

(1.20‌)

(0.29‌)

(0.60‌)

(0.34‌)

Total

Distributions

to

Shareholders

(0.38‌)

(1.22‌)

(0.33‌)

(0.84‌)

(0.47‌)

NET

ASSET

VALUE,

End

of

Year

$

17.52‌

$

22.09‌

$

19.32‌

$

17.00‌

$

13.10‌

TOTAL

RETURN

(19.02‌)%

20.79‌%

15.59‌%

36.28‌%

(10.98‌)%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000s

omitted)

$

136,052‌

$

175,595‌

$

149,688‌

$

134,415‌

$

105,406‌

Ratios

to

Average

Net

Assets:

(b)

Net

investment

income

0.12‌%

0.08‌%

0.23‌%

1.49‌%

0.84‌%

Net

expenses

0.98‌%

0.97‌%(c)

0.98‌%

0.98‌%

0.99‌%

Gross

expenses

0.98‌%

0.97‌%

0.99‌%(d)

0.98‌%(d)

0.99‌%(d)

PORTFOLIO

TURNOVER

RATE

14‌%

14‌%

22‌%

10‌%

10‌%

(a)

Calculated

based

on

average

shares

outstanding

during

each

year.

(b)

The

ratios

of

expenses

and

net

investment

income

to

average

net

assets

do

not

reflect

the

Fund’s

proportionate

share

of

income

and

expenses

of

underlying

investment

companies

in

which

the

Fund

invests.

(c)

Ratio

includes

waivers

and

previously

waived

investment

advisory

fees

recovered.  The

impact

of

the

recovered

fees

may

cause

a

higher

net

expense

ratio.

(d)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

The

BeeHive

Fund

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2022

9

Note

1.

Organization

The

BeeHive

Fund

(the

“Fund”)

is

a

diversified

portfolio

of

Forum

Funds

(the

“Trust”).

The

Trust

is

a

Delaware

statutory

trust

that

is

registered

as

an

open-end,

management

investment

company

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“Act”).

Under

its

Trust

Instrument,

the

Trust

is

authorized

to

issue

an

unlimited

number

of

the

Fund’s

shares

of

beneficial

interest

without

par

value.

The

Fund

commenced

operations

on

September

2,

2008.

The

Fund

seeks

capital

appreciation.

Note

2.

Summary

of

Significant

Accounting

Policies

The

Fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

under

Financial

Accounting

Standards

Board

Accounting

Standards

Codification

Topic

946,

“Financial

Services

–

Investment

Companies.”

These

financial

statements

are

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(“GAAP”),

which

require

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities,

the

disclosure

of

contingent

liabilities

at

the

date

of

the

financial

statements,

and

the

reported

amounts

of

increases

and

decreases

in

net

assets

from

operations

during

the

fiscal

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.

Pursuant

to

Rule

2a-5

under

the

Act,

the

Trust’s

Board

of

Trustees

(the

“Board”)

has

designated

the

Advisor,

as

defined

in

Note

3,

as

the

Fund’s

valuation

designee,

to

perform

any

fair

value

determinations

for

securities

and

other

assets

held

by

the

Fund.

The

Advisor

is

subject

to

the

oversight

of

the

Board

and

certain

reporting

and

other

requirements

intended

to

provide

the

Board

the

information

needed

to

oversee

the

Advisor’s

fair

value

determinations.

The

Advisor

is

responsible

for

determining

the

fair

value

of

investments

for

which

market

quotations

are

not

readily

available

in

accordance

with

policies

and

procedures

that

have

been

approved

by

the

Board.

Under

these

procedures,

the

Advisor

convenes

on

a

regular

and

ad

hoc

basis

to

review

such

investments

and

considers

a

number

of

factors,

including

valuation

methodologies

and

significant

unobservable

inputs,

when

arriving

at

fair

value.

The

Board

has

approved

the

Advisor’s

fair

valuation

procedures

as

a

part

of

the

Fund’s

compliance

program

and

will

review

any

changes

made

to

the

procedures.

The

Advisor

provides

fair

valuation

inputs.

In

determining

fair

valuations,

inputs

may

include

market-based

analytics

that

may

consider

related

or

comparable

assets

or

liabilities,

recent

transactions,

market

multiples,

book

values

and

other

relevant

investment

information.

Advisor

inputs

may

include

an

income-based

approach

in

which

the

anticipated

future

cash

flows

of

the

investment

are

discounted

in

determining

fair

value.

Discounts

may

also

be

applied

based

on

the

nature

or

duration

of

any

restrictions

on

the

disposition

of

the

investments.

The

Advisor

performs

regular

reviews

of

valuation

methodologies,

key

inputs

and

assumptions,

disposition

analysis

and

market

activity.

Fair

valuation

is

based

on

subjective

factors

and,

as

a

result,

the

fair

value

price

of

an

investment

may

differ

from

the

security’s

market

price

and

may

not

be

the

price

at

which

the

asset

may

be

sold.

Fair

valuation

could

result

in

a

different

NAV

than

a

NAV

determined

by

using

market

quotes.

GAAP

has

a

three-tier

fair

value

hierarchy.

The

basis

of

the

tiers

is

dependent

upon

the

various

inputs

used

to

determine

the

value

of

the

Fund’s

investments.

These

inputs

are

summarized

in

the

three

broad

levels

listed

below:

Level

1

-

Quoted

prices

in

active

markets

for

identical

assets

and

liabilities.

Level

2

-

Prices

determined

using

significant

other

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

prepayment

speeds,

credit

risk,

etc.).

Short-term

securities

with

maturities

of

sixty

days

or

less

are

valued

at

amortized

cost,

which

approximates

market

value,

and

are

categorized

as

Level

2

in

the

hierarchy.

Municipal

securities,

long-term

U.S.

government

obligations

and

corporate

debt

securities

are

valued

in

accordance

with

the

evaluated

price

supplied

by

a

pricing

service

and

generally

categorized

as

Level

2

in

the

hierarchy.

Other

securities

that

are

categorized

as

Level

2

in

the

hierarchy

include,

but

are

not

The

BeeHive

Fund

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2022

10

limited

to,

warrants

that

do

not

trade

on

an

exchange,

securities

valued

at

the

mean

between

the

last

reported

bid

and

ask

quotation

and

international

equity

securities

valued

by

an

independent

third

party

with

adjustments

for

changes

in

value

between

the

time

of

the

securities’

respective

local

market

closes

and

the

close

of

the

U.S.

market.

Level

3

-

Significant

unobservable

inputs

(including

the

Fund’s

own

assumptions

in

determining

the

fair

value

of

investments).

The

aggregate

value

by

input

level,

as

of

December

31,

2022,

for

the

Fund’s

investments

is

included

at

the

end

of

the

Fund’s

Schedule

of

Investments.

Security

Transactions,

Investment

Income

and

Realized

Gain

and

Loss

–

Investment

transactions

are

accounted

for

on

the

trade

date.

Dividend

income

is

recorded

on

the

ex-dividend

date.

Non-cash

dividend

income

is

recorded

at

the

fair

market

value

of

the

securities

received.

Foreign

dividend

income

is

recorded

on

the

ex-dividend

date

or

as

soon

as

possible

after

determining

the

existence

of

a

dividend

declaration

after

exercising

reasonable

due

diligence.

Income

and

capital

gains

on

some

foreign

securities

may

be

subject

to

foreign

withholding

taxes,

which

are

accrued

as

applicable.

Interest

income

is

recorded

on

an

accrual

basis.

Premium

is

amortized

to

the

next

call

date

above

par

and

discount

is

accreted

to

maturity

using

the

effective

interest

method.

Identified

cost

of

investments

sold

is

used

to

determine

the

gain

and

loss

for

both

financial

statement

and

federal

income

tax

purposes.

Distributions

to

Shareholders

–

The

Fund

declares

any

dividends

from

net

investment

income

and

pays

them

annually.

Any

net

capital

gains

and

net

foreign

currency

gains

realized

by

the

Fund

are

distributed

at

least

annually.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Distributions

are

based

on

amounts

calculated

in

accordance

with

applicable

federal

income

tax

regulations,

which

may

differ

from

GAAP.

These

differences

are

due

primarily

to

differing

treatments

of

income

and

gain

on

various

investment

securities

held

by

the

Fund,

timing

differences

and

differing

characterizations

of

distributions

made

by

the

Fund.

Federal

Taxes

–

The

Fund

intends

to

continue

to

qualify

each

year

as

a

regulated

investment

company

under

Subchapter

M

of

Chapter

1,

Subtitle

A,

of

the

Internal

Revenue

Code

of

1986,

as

amended

(“Code”),

and

to

distribute

all

of

its

taxable

income

to

shareholders.

In

addition,

by

distributing

in

each

calendar

year

substantially

all

of

its

net

investment

income

and

capital

gains,

if

any,

the

Fund

will

not

be

subject

to

a

federal

excise

tax.

Therefore,

no

federal

income

or

excise

tax

provision

is

required.

The

Fund

files

a

U.S.

federal

income

and

excise

tax

return

as

required.

The

Fund’s

federal

income

tax

returns

are

subject

to

examination

by

the

Internal

Revenue

Service

for

a

period

of

three

fiscal

years

after

they

are

filed.

As

of

December

31,

2022,

there

are

no

uncertain

tax

positions

that

would

require

financial

statement

recognition,

de-recognition

or

disclosure.

Income

and

Expense

Allocation

–

The

Trust

accounts

separately

for

the

assets,

liabilities

and

operations

of

each

of

its

investment

portfolios.

Expenses

that

are

directly

attributable

to

more

than

one

investment

portfolio

are

allocated

among

the

respective

investment

portfolios

in

an

equitable

manner.

Commitments

and

Contingencies

–

In

the

normal

course

of

business,

the

Fund

enters

into

contracts

that

provide

general

indemnifications

by

the

Fund

to

the

counterparty

to

the

contract.

The

Fund’s

maximum

exposure

under

these

arrangements

is

dependent

on

future

claims

that

may

be

made

against

the

Fund

and,

therefore,

cannot

be

estimated;

however,

based

on

experience,

the

risk

of

loss

from

such

claims

is

considered

remote.

The

Fund

has

determined

that

none

of

these

arrangements

requires

disclosure

on

the

Fund’s

balance

sheet.

Note

3.

Fees

and

Expenses

Investment

Advisor

–

Spears

Abacus

Advisors

LLC

(the

“Advisor”)

is

the

investment

advisor

to

the

Fund.

Pursuant

to

an

investment

advisory

agreement,

the

Advisor

receives

an

advisory

fee,

payable

monthly,

from

the

Fund

at

an

annual

rate

of

0.75%

of

the

Fund’s

average

daily

net

assets.

Distribution

–

Foreside

Fund

Services,

LLC

(the

“Distributor”),

a

wholly

owned

subsidiary

of

Foreside

Financial

Group,

LLC

(doing

business

as

ACA

Group),

acts

as

the

agent

of

the

Trust

in

connection

with

the

continuous

offering

of

shares

of

the

Fund.

The

Distributor

is

not

affiliated

with

the

Advisor

or

Atlantic

Fund

Administration,

LLC,

a

wholly

owned

subsidiary

of

Apex

US

Holdings

LLC

(d/b/a

Apex

Fund

Services)

(“Apex”)

or

their

affiliates.

The

Fund

has

adopted

a

distribution

plan

in

accordance

with

Rule

12b-1

of

the

Act.

The

Fund

may

pay

the

Distributor

and/or

any

other

entity

as

authorized

by

the

Board

a

fee

up

to

0.25%

of

the

Fund’s

average

daily

net

assets.

The

Fund

has

suspended

payments

under

its

Rule

12b-1

plan

until

further

notice

and

has

not

The

BeeHive

Fund

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2022

11

paid

any

distribution

fees

to

date.

The

Fund

may

remove

the

suspension

and

make

payments

under

the

Rule

12b-1

plan

at

any

time,

subject

to

Board

approval.

Other

Service

Providers

–

Apex

provides

fund

accounting,

fund

administration,

compliance

and

transfer

agency

services

to

the

Fund.

The

fees

related

to

these

services

are

included

in

Fund

services

fees

within

the

Statement

of

Operations.

Apex

also

provides

certain

shareholder

report

production

and

EDGAR

conversion

and

filing

services.

Pursuant

to

an

Apex

Services

Agreement,

the

Fund

pays

Apex

customary

fees

for

its

services.

Apex

provides

a

Principal

Executive

Officer,

a

Principal

Financial

Officer,

a

Chief

Compliance

Officer

and

an

Anti-Money

Laundering

Officer

to

the

Fund,

as

well

as

certain

additional

compliance

support

functions.

Trustees

and

Officers

–

Each

Independent

Trustee’s

annual

retainer

is

$45,000

($55,000

for

the

Chairman),

and

the

Audit

Committee

Chairman

receives

an

additional

$2,000

annually.

The

Trustees

and

Chairman

may

receive

additional

fees

for

special

Board

meetings.

Each

Trustee

is

also

reimbursed

for

all

reasonable

out-of-pocket

expenses

incurred

in

connection

with

his

or

her

duties

as

a

Trustee,

including

travel

and

related

expenses

incurred

in

attending

Board

meetings.

The

amount

of

Trustees’

fees

attributable

to

the

Fund

is

disclosed

in

the

Statement

of

Operations.

Certain

officers

of

the

Trust

are

also

officers

or

employees

of

the

above

named

service

providers,

and

during

their

terms

of

office

received

no

compensation

from

the

Fund.

Note

4.

Expense

Reimbursement

and

Fees

Waived

The

Advisor

has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(excluding

taxes,

interest,

portfolio

transaction

expenses

and

extraordinary

expenses)

to

0.99%

of

the

Fund’s

average

daily

net

assets

through

April

30,

2023.

The

Advisor

may

recoup

from

the

Fund

fees

waived

and

expenses

reimbursed

by

the

Advisor

pursuant

to

the

Expense

Cap

if

the

recoupment

is

made

within

three

years

of

the

fee

waiver

or

expense

reimbursement

and

does

not

cause

the

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(after

the

recoupment

has

been

taken

into

account)

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

December

31,

2022

,

$

0

is

subject

to

recapture

by

the

Advisor.

Refer

back

to

the

Statement

of

Operations

to

see

what

was

recouped

during

the

year.

Note

5.

Security

Transactions

Investment

transactions

for

the

year

ended

December

31,

2022,

excluding

U.S.

Government

and

Agency

securities

and

short-term

investments,

were

as

follows:

Investment

transactions

in

U.S.

Government

and

Agency

securities

for

the

year

ended

December

31,

2022,

were

as

follows:

Note

6.

Federal

Income

Tax

As

of

December

31,

2022,

the

cost

of

investments

for

federal

income

tax

purposes

is

$70,506,744,

and

the

components

of

net

unrealized appreciation were

as

follows:

Distributions

paid

during

the

fiscal

years

ended

as

noted

were

characterized

for

tax

purposes

as

follows:

Non-U.S.

Government

Obligations

Purchases

Sales

$

18,968,633‌

$

39,775,018‌

U.S.

Government

Obligations

Purchases

Sales

$

959,375‌

$

940,000‌

Gross

Unrealized

Appreciation

$

67,549,256‌

Gross

Unrealized

Depreciation

(1,992,750‌)

Net

Unrealized

Appreciation

$

65,556,506‌

The

BeeHive

Fund

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2022

12

As

of

December

31,

2022

,

distributable

earnings

on

a

tax

basis

were

as

follows:

The

difference

between

components

of

distributable

earnings

on

a

tax

basis

and

the

amounts

reflected

in

the

Statement

of

Assets

and

Liabilities

are

primarily

due

to

post-October

losses

and

wash

sales.

For

tax

purposes,

the

current

year

post-October

loss

was

$

241,021

(realized

during

the

period

November

1,

2022

through

December

31,

2022

).

This

loss

will

be

recognized

for

tax

purposes

on

the

first

business

day

of

the

Fund’s

next

fiscal

year,

January

1,

2023.

Note

7.

Subsequent

Events

Subsequent

events

occurring

after

the

date

of

this

report

through

the

date

these

financial

statements

were

issued

have

been

evaluated

for

potential

impact,

and

the

Fund

has

had

no

such

events.

Management

has

evaluated

the

need

for

additional

disclosures

and/or

adjustments

resulting

from

subsequent

events.

Based

on

this

evaluation,

no

additional

disclosures

or

adjustments

were

required.

2022

2021

Ordinary

Income

$

182,044‌

$

148,822‌

Long-Term

Capital

Gain

2,712,799‌

9,051,885‌

$

2,894,843‌

$

9,200,707‌

Undistributed

Ordinary

Income

$

1,933‌

Capital

and

Other

Losses

(241,021‌)

Unrealized

Appreciation

65,556,506‌

Total

$

65,317,418‌

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

13

To

the

Board

of

Trustees

of

Forum

Funds

and

the

Shareholders

of

The

BeeHive

Fund

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities

of

The

BeeHive

Fund,

a

series

of

shares

of

beneficial

interest

in

Forum

Funds

(the

“

Fund

”),

including

the

schedule

of

investments,

as

of

December

31,

2022,

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

December

31,

2022,

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

December

31,

2022

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

of

more

of

the

Funds

in

the

Forum

Funds

since

2008.

Philadelphia,

Pennsylvania

February

24

,

2023

The

BeeHive

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2022

14

Investment

Advisory

Agreement

Approval

At

the

September

15,

2022

Board

meeting,

the

Board,

including

the

Independent

Trustees,

considered

the

approval

of

the

continuance

of

the

investment

advisory

agreement

between

the

Advisor

and

the

Trust

pertaining

to

the

Fund

(the

“Advisory

Agreement”).

In

preparation

for

its

deliberations,

the

Board

requested

and

reviewed

written

responses

from

the

Advisor

to

a

due

diligence

questionnaire

circulated

on

the

Board's

behalf

concerning

the

services

provided

by

the

Advisor.

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

Advisor

and

was

assisted

by

the

advice

of

Trustee

counsel.

At

the

meeting,

the

Board

reviewed,

among

other

matters:

(1)

the

nature,

extent

and

quality

of

the

services

provided

to

the

Fund

by

the

Advisor,

including

information

on

the

investment

performance

of

the

Fund;

(2)

the

costs

of

the

services

provided

and

profitability

to

the

Advisor

with

respect

to

its

relationship

with

the

Fund;

(3)

the

advisory

fee

and

total

expense

ratio

of

the

Fund

compared

to

those

of

a

relevant

peer

group

of

funds;

(4)

the

extent

to

which

economies

of

scale

may

be

realized

as

the

Fund

grows

and

whether

the

advisory

fee

enables

the

Fund’s

investors

to

share

in

the

benefits

of

economies

of

scale;

and

(5)

other

benefits

received

by

the

Advisor

from

its

relationship

with

the

Fund.

In

addition,

the

Board

recognized

that

the

evaluation

process

with

respect

to

the

Advisor

was

an

ongoing

one

and,

in

this

regard,

the

Board

considered

information

provided

by

the

Advisor

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

Advisor

and

a

discussion

with

the

Advisor

about

the

Advisor’s

personnel,

operations

and

financial

condition,

the

Board

considered

the

quality

of

services

provided

by

the

Advisor

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

Advisor

with

principal

responsibility

for

the

Fund’s

investments,

as

well

as

the

investment

philosophy

and

decision-making

process

of

the

Advisor

and

the

capability

and

integrity

of

the

Advisor’s

senior

management

and

staff.

The

Board

considered

also

the

adequacy

of

the

Advisor’s

resources.

The

Board

noted

the

Advisor’s

representation

that

the

firm

is

in

stable

financial

condition

and

that

the

firm

has

the

operational

capability,

the

staffing

and

experience

and

the

financial

strength

necessary

to

continue

providing

high-quality

investment

advisory

services

to

the

Fund.

Based

on

the

presentation

and

the

materials

provided

by

the

Advisor

in

connection

with

the

Board’s

consideration

of

the

renewal

of

the

Advisory

Agreement,

the

Board

concluded

that,

overall,

it

was

satisfied

with

the

nature,

extent

and

quality

of

services

to

be

provided

to

the

Fund

under

the

Advisory

Agreement.

Performance

In

connection

with

a

presentation

by

the

Advisor

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

underperformed

its

primary

benchmark,

the

S&P

500

Index,

for

the

one-,

three-,

five-,

and

10-year

periods

ended

June

30,

2022,

and

for

the

period

since

the

Fund’s

inception

on

September

2,

2008.

The

Board

also

considered

the

Fund’s

performance

relative

to

an

independent

peer

group

of

funds

identified

by

Strategic

Insight,

Inc.

(“Strategic

Insight”)

as

having

characteristics

similar

to

the

Fund,

noting

that,

based

on

the

information

provided

by

Strategic

Insight,

the

Fund

underperformed

the

average

of

its

Strategic

Insight

peer

group

for

the

one-,

three-,

five-,

and

10-year

periods

ended

June

30,

2022.

The

Board

noted

the

Advisor’s

representation

that

the

Fund’s

relative

underperformance

could

be

attributed,

at

least

in

part,

to

underweight

exposure

to

certain

outperforming

sectors

relative

to

the

benchmark

and

peers

during

the

most

recent

one-year

period.

The

Board

also

noted

the

Advisor’s

representation

that

the

Fund’s

underperformance

during

the

six-month

period

ended

December

31,

2017

had

a

disproportionately

negative

impact

on

the

Fund’s

longer-term

performance.

The

Board

noted

further

the

Advisor’s

representation

that

the

investment

process

for

the

Fund

is

focused

on

identifying

high-quality

businesses

with

durable

profit

growth

and

that,

in

periods

of

strong

economic

growth

and

exuberant

investor

sentiment,

such

as

the

market

environment

of

the

last

several

years,

these

attributes

tend

to

be

out

of

favor

in

the

market.

The

Board

considered

the

Advisor’s

explanation

that,

in

2019,

when

there

were

concerns

about

economic

growth

and

the

U.S.

Federal

Reserve

cut

interest

rates,

the

Fund

outperformed

its

benchmark

for

the

one-year

period

ended

December

31,

2019.

Finally,

the

Board

noted

the

Advisor’s

representation

that,

based

on

the

Advisor’s

communications

with

Fund

shareholders

and

the

predominantly

taxable

shareholder

base,

the

Advisor

remained

sensitive

to

the

tax

The

BeeHive

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2022

15

implications

of

portfolio

turnover,

which,

in

certain

cases,

has

led

to

holding

investments

with

unrealized

capital

gains

that

current

market

sentiment

indicates

are

overvalued

relative

to

alternatives

in

the

market.

The

Board

observed

that

the

Fund’s

tax

sensitivity

could,

and

had,

resulted

in,

differences

in

the

performance

of

the

Fund

compared

to

its

peers

and

benchmark.

The

Board

noted

the

Advisor’s

representation

that

the

Fund’s

shareholders

with

whom

the

Advisor

had

communicated

consistently

and

repeatedly

expressed

comfort

with

and

confidence

in

the

investment

approach

for

the

Fund.

Based

on

the

foregoing,

including

the

Advisor’s

representations

regarding

the

Fund’s

performance

and

other

applicable

considerations,

the

Board

determined

that

the

Fund

and

its

shareholders

could

benefit

from

the

Advisor’s

continued

management

of

the

Fund.

Compensation

The

Board

evaluated

the

Advisor’s

compensation

for

providing

advisory

services

to

the

Fund

and

analyzed

comparative

information

on

net

advisory

fee

rates

and

actual

total

expense

ratios

of

the

Fund

compared

to

its

Strategic

Insight

peer

group.

The

Board

observed

that,

although

the

net

advisory

fee

for

the

Fund

was

higher

than

the

median

of

the

Strategic

Insight

peer

group,

it

was

within

a

reasonable

range.

The

Board

also

observed

that

the

Fund’s

total

expense

ratio

was

lower

than

the

median

of

the

Strategic

Insight

peer

group.

In

addition,

the

Board

noted

that

the

Advisor

had

contractually

agreed

to

waive

its

fees

or

reimburse

Fund

expenses

to

the

extent

necessary

to

keep

the

total

expenses

of

the

Fund

(subject

to

certain

exceptions)

at

or

below

0.99%.

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

Advisor

regarding

the

costs

of

services

and

its

profitability

with

respect

to

the

Fund.

In

this

regard,

the

Board

considered

the

Advisor’s

resources

devoted

to

the

Fund,

as

well

as

the

Advisor’s

discussion

of

costs

and

profitability

of

its

Fund

activities.

The

Board

noted

the

Advisor’s

representation

that

it

did

not

maintain

separately

identifiable

profit

and

loss

information

for

the

Fund.

Based

on

other

applicable

considerations,

however,

including

financial

statements

from

the

Advisor

indicating

its

profitability

and

expenses

from

overall

operations

and

the

Advisor’s

representation

that

the

Fund

required

significantly

more

attention

and

resources

than

the

other

accounts

managed

by

the

Advisor,

the

Board

concluded

that

the

Advisor’s

costs

of

services

and

profits

attributable

to

management

of

the

Fund

were

reasonable.

Economies

of

Scale

The

Board

evaluated

whether

the

Fund

would

benefit

from

any

economies

of

scale.

In

this

regard,

the

Board

considered

the

Fund’s

fee

structure,

asset

size,

and

net

expense

ratio.

The

Board

noted

the

Advisor’s

representation

that

the

Fund

could

potentially

benefit

from

economies

of

scale

if

its

assets

were

to

increase

but

that,

in

light

of

the

Fund’s

relatively

low

asset

level

and

because

the

Advisor

was

already

waiving

a

portion

of

its

contractual

advisory

fee

in

order

to

keep

the

Fund’s

expenses

at

or

below

the

agreed-

upon

expense

cap,

the

Advisor

was

not

proposing

breakpoints

in

the

advisory

fee

at

this

time.

Based

on

the

foregoing

and

other

applicable

considerations,

including

the

size

of

the

Fund,

the

Board

concluded

that

any

existing

economies

of

scale

were

addressed

in

the

Fund’s

expense

cap

structure

and

that

the

information

presented

was

consistent

with

the

renewal

of

the

Advisory

Agreement

at

current

fee

levels.

Other

Benefits

The

Board

noted

the

Advisor’s

representation

that,

aside

from

its

contractual

advisory

fees,

it

does

not

benefit

in

a

material

way

from

its

relationship

with

the

Fund.

Based

on

the

foregoing

representation,

the

Board

concluded

that

other

benefits

received

by

the

Advisor

from

its

relationship

with

the

Fund

were

not

a

material

factor

to

consider

in

approving

the

continuation

of

the

Advisory

Agreement.

Conclusion

The

Board

did

not

identify

any

single

factor

as

being

of

paramount

importance,

and

different

Trustees

may

have

given

different

weight

to

different

factors.

The

Board

reviewed

a

memorandum

from

Fund

counsel

discussing

the

legal

standards

applicable

to

its

consideration

of

the

Advisory

Agreement.

Based

on

its

review,

including

consideration

of

each

of

the

factors

referenced

above,

the

Board

determined,

in

the

exercise

of

its

reasonable

business

judgment,

that

the

advisory

arrangement,

as

outlined

in

the

Advisory

The

BeeHive

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2022

16

Agreement,

was

fair

and

reasonable

in

light

of

the

services

performed

or

to

be

performed,

expenses

incurred

or

to

be

incurred

and

such

other

matters

as

the

Board

considered

relevant.

Liquidity

Risk

Management

Program

The

Fund

has

adopted

and

implemented

a

written

liquidity

risk

management

program,

as

required

by

Rule

22e-4

(the

“Liquidity

Rule”)

under

the

Act.

The

liquidity

risk

management

program

is

reasonably

designed

to

assess

and

manage

the

Fund’s

liquidity

risk,

taking

into

consideration,

among

other

factors,

the

Fund’s

investment

strategy

and

the

liquidity

of

the

portfolio

investments

during

normal

and

reasonably

foreseeable

stressed

conditions,

its

short

and

long-term

cash

flow

projections

and

its

cash

holdings

and

access

to

other

funding

sources.

The

Board

approved

the

designation

of

a

Liquidity

Committee

as

the

administrator

of

the

liquidity

risk

management

program

(the

“Program

Administrator”).

The

Program

Administrator

is

responsible

for

the

administration

and

oversight

of

the

program

and

for

reporting

to

the

Board

on

at

least

an

annual

basis

regarding,

among

other

things,

the

program’s

operation,

adequacy,

and

effectiveness.

The

Program

Administrator

assessed

the

Fund’s

liquidity

risk

profile

based

on

information

gathered

for

the

period

July

1,

2021

through

June

30,

2022

in

order

to

prepare

a

written

report

to

the

Board

for

review

at

its

meeting

held

on

September

15,

2022.

The

Program

Administrator’s

written

report

stated

that:

(i)

the

Fund

is

able

to

meet

redemptions

in

normal

and

reasonably

foreseeable

stressed

conditions

and

without

significant

dilution

of

remaining

shareholders’

interests

in

the

Fund;

(ii)

the

Fund’s

strategy

is

appropriate

for

an

open-end

mutual

fund;

(iii)

the

liquidity

classification

determinations

regarding

the

Fund’s

portfolio

investments,

which

take

into

account

a

variety

of

factors

and

may

incorporate

analysis

from

one

or

more

third-party

data

vendors,

remained

appropriate;

(iv)

the

Fund

did

not

approach

the

internal

triggers

set

forth

in

the

liquidity

risk

management

program

or

the

regulatory

percentage

limitation

(15%)

on

holdings

in

illiquid

investments;

(v)

it

continues

to

be

appropriate

to

not

set

a

“highly

liquid

investment

minimum”

for

the

Fund

because

the

Fund

primarily

holds

“highly

liquid

investments”;

and

(vi)

the

liquidity

risk

management

program

remains

reasonably

designed

and

adequately

implemented

to

prevent

violations

of

the

Liquidity

Rule.

No

significant

liquidity

events

impacting

the

Fund

or

proposed

changes

to

the

Program

were

noted

in

the

report.

Proxy

Voting

Information

A

description

of

the

policies

and

procedures

that

the

Fund

uses

to

determine

how

to

vote

proxies

relating

to

securities

held

in

the

Fund’s

portfolio

is

available,

without

charge

and

upon

request,

by

calling

(866)

684-4915

and

on

the

U.S.

Securities

and

Exchange

Commission’s

(the

“SEC”)

website

at

www.sec.gov.

The

Fund’s

proxy

voting

record

for

the

most

recent

twelve-month

period

ended

June

30

is

available,

without

charge

and

upon

request,

by

calling

(866)

684-4915

and

on

the

SEC’s

website

at

www.sec.gov.

Availability

of

Quarterly

Portfolio

Schedules

The

Fund

files

its

complete

schedule

of

portfolio

holdings

with

the

SEC

for

the

first

and

third

quarters

of

each

fiscal

year

on

Form

N-PORT.

Forms

N-PORT

are

available

free

of

charge

on

the

SEC’s

website

at

www.sec.gov.

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

7.57%

as

qualified

interest

income

exempt

from

U.S.

tax

for

foreign

shareholders

(QII).

The

Fund

also

designates

0.00%

as

short-term

capital

gain

dividends

exempt

from

U.S.

tax

for

foreign

shareholders

(QSD).

The

Fund

paid

long-term

capital

gain

dividends

of

$2,712,799.

The

BeeHive

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2022

17

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

July

1,

2022

through

December

31,

2022.

Actual

Expenses

–

The

first

line

of

the

table

below

provides

information

about

actual

account

values

and

actual

expenses.

You

may

use

the

information

in

this

line,

together

with

the

amount

you

invested,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

in

the

first

line

under

the

heading

entitled

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

the

period.

Hypothetical

Example

for

Comparison

Purposes

–

The

second

line

of

the

table

below

provides

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

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

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)

684-4915.

Beginning

Account

Value

July

1,

2022

Ending

Account

Value

December

31,

2022

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Actual

$

1,000.00

$

1,005.50

$

5.00

0.99%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,020.20

$

5.04

0.99%

*

Expenses

are

equal

to

the

Fund’s

annualized

expense

ratio

multiplied

by

the

average

account

value

over

the

period

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half-year

(184)

divided

by

365

to

reflect

the

half-year

period.

The

BeeHive

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2022

18

(1)

Jessica

Chase

is

currently

an

interested

person

of

the

Trust,

as

defined

in

the

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)

2017-2021;

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

Five

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.

Carlyn

Edgar

Born:

1963

Chief

Compliance

Officer

and

Vice

President

Chief

Compliance

Officer

2008-2016

and

2021-current;

Vice

President

since

2008

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

THE

BEEHIVE

FUND

P.O

Box

588

Portland,

Maine

04112

(866)

684-4915

(toll

free)

The

report

is

submitted

for

the

general

information

of

the

shareholders

of

the

Fund.

It

is

not

authorized

for

distribution

to

prospective

investors

unless

preceded

or

accompanied

by

an

effective

prospectus,

which

includes

information

regarding

the

Fund’s

risks,

objectives,

fees

and

expenses,

experience

of

its

management

and

other

information.

Distributor

Foreside

Fund

Services,

LLC

Three

Canal

Plaza

Suite

100

Portland,

Maine

04101

www.foreside.com

237-ANR-1222

Annual

Report

DECEMBER

31,

2022

Table

of

Contents

A

Message

to

Our

Shareholders

(Unaudited)

1

Performance

Chart

and

Analysis

(Unaudited)

7

Schedule

of

Investments

8

Statement

of

Assets

and

Liabilities

11

Statement

of

Operations

12

Statements

of

Changes

in

Net

Assets

13

Financial

Highlights

14

Notes

to

Financial

Statements

15

Report

of

Independent

Registered

Public

Accounting

Firm

21

Additional

Information

(Unaudited)

22

1

Polaris

Global

Value

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

DECEMBER

31,

2022

Dear

Fellow

Shareholder,

2022

was

another

tough

year

for

global

equity

markets

on

the

back

of:

high

inflation

leading

to

aggressive

central

bank

rate

hikes;

the

lingering

effects

of

the

pandemic;

China

lockdowns

and

recent

lifting

of

stringent

zero-COVID

policies;

factory

and

supply

chain

disruptions;

the

Russia-Ukraine

conflict

and

the

ensuing

sanctions

and

energy

constraints;

and

ongoing

concerns

about

waning

economic

growth.

New

nomenclature

was

introduced,

with

“polycrisis”

used

to

describe

this

series

of

headwinds.

While

the

turmoil

impacted

markets

earlier

in

the

year,

the

fourth

quarter

saw

a

marked

recovery,

backed

by

pricing

power

and

moderating

inflation

data.

With

conflicting

market

metrics,

defensives

performed

better

overall

for

the

year

led

by

health

care,

energy,

utilities

and

consumer

staples.

The

Polaris

Global

Value

Fund,

which

had

double-digit

gains

from

its

health

care

and

energy

holdings,

returned

-12.01%,

outperforming

the

MSCI

World

Index,

which

lost

-18.14%.

Other

relatively

strong

results

were

recorded

in

industrials,

real

estate

and

communication

services,

offset

by

consumer

discretionary

and

materials

sector

detractors.

From

a

country

perspective,

the

Fund

had

notable

contributions

from

Switzerland,

Singapore

and

the

Netherlands,

as

well

as

off-benchmark

gains

in

Chile

and

Taiwan.

Detractors

included

the

United

Kingdom,

South

Korea

and

Canada.

During

the

year,

the

Fund

re-evaluated

certain

longer-term

holdings,

selling

overvalued

companies

or

those

experiencing

new

structural

declines

in

increasingly

competitive

industries.

In

fact,

Fund

strategy

focused

on

selling

more

investments

than

were

purchased.

Shareholders

may

recall

the

number

of

holdings

increased

in

2020,

capitalizing

on

the

attractively-

priced

opportunities

during

the

initial

onset

of

the

pandemic;

the

Fund

has

now

reduced

the

level

of

holdings.

New

additions

included

stocks

from

traditionally-defensive

sectors

such

as

health

care

(Horizon

Therapeutics,

Gilead

Sciences)

and

consumer

staples

(Ahold

Delhaize,

Nomad

Foods)

as

well

as

select

cyclicals

likely

able

to

withstand

current

market

conditions

and

outperform

in

a

resurgent

growth

economy.

*Inception-to-date

(Inception

7/31/1989)

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Returns

for

more

than

one

year

are

annualized.

Investment

return

and

principal

value

will

fluctuate

so

that

an

investor's

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

For

the

most

recent

month

end

performance,

please

call

(888)

263-5594.

As

stated

in

the

current

prospectus,

the

Fund’s

total

annual

operating

expense

ratio

is

1.21%.

The

Fund’s

annual

operating

expense

ratio

has

been

reduced

to

0.99%,

effective

as

of

January

1,

2014

through

April

30,

2023,

due

to

the

Adviser’s

contractual

agreement

to

waive

its

fee

and/or

reimburse

expenses

to

limit

Total

Annual

Fund

Operating

Expenses.

Shares

redeemed

or

exchanged

within

180

days

of

purchase

will

be

charged

a

1.00%

fee.

Fund

performance

returns

shown

do

not

reflect

this

fee;

if

reflected,

the

returns

would

have

been

lower.

2022

Annualized

As

of  December

31,

2022

YTD

Q

IV

Q

III

Q

II

Q

I

1

Yr

3

Yrs

5

Yrs

10

Yrs

15

Yrs

20

Yrs

ITD*

Polaris

Global

Value

Fund

-12.01%

16.76%

-9.26%

-12.94%

-4.62%

-12.01%

2.69%

3.04%

8.47%

5.41%

8.69%

8.82%

MSCI

World

Index,

net

dividends

reinvested

-18.14%

9.77%

-6.19%

-16.19%

-5.15%

-18.14%

4.94%

6.14%

8.85%

5.40%

8.18%

6.63%

2

Polaris

Global

Value

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

DECEMBER

31,

2022

2022

PERFORMANCE

ANALYSIS:

The

Fund’s

health

care

holdings

contributed

most

to

performance

in

absolute

terms,

led

by

a

handful

of

pharmaceutical

companies

with

impressive

drug

pipelines.

United

Therapeutics

(UTHR)

reached

new

highs,

reporting

excellent

quarterly

results

after

the

U.S.

Food

and

Drug

Administration

(FDA)

approved

its

Tyvaso

dry

powder

inhaler

for

interstitial

lung

disease.

Tyvaso

is

expected

to

make

immediate

inroads,

with

projections

for

30%

market

share

capture.

The

approval

extends

UTHR’s

existing

pulmonary

drug

franchise

and

creates

a

greater

barrier

against

competitors.

A

fourth-quarter

purchase,

Horizon

Therapeutics

proved

attractive

with

its

flagship

thyroid

and

gout

drugs.

Tepezza,

which

targets

thyroid

eye

disease,

is

already

a

multi-billion-dollar

drug

with

an

IP

patent

through

2033

and

Krystexxa

(for

gout)

has

the

potential

to

be

equally

successful.

Amgen

sought

to

acquire

the

company

a

few

weeks

after

Polaris

invested.

The

deal

is

valued

at

$27.8

billion,

which

represents

a

48%

premium

to

Horizon’s

stock

price

closing

on

November

29,

2022.

The

list

of

strong

biopharmas

continued

with

Gilead

Sciences,

AbbVie

Inc.

and

Jazz

Pharmaceuticals

up

markedly

for

the

year.

Gilead

Sciences

reported

robust

results

headlined

by

advances

in

its

flagship

HIV/AIDS

medication,

oncological

cell

therapies

and

governmental

approvals

of

its

lymphoma

drugs.

AbbVie

reported

upbeat

full

year

guidance,

as

its

immunology

and

hematology

drug

treatments

gained

traction

while

its

ulcerative

colitis

drug

was

approved

by

the

FDA.

Jazz

Pharmaceuticals’

stock

price

declined

as

investors

were

overly

concerned

about

possible

generic

competition

for

its

narcolepsy

drug,

Zywav.

However,

the

concern

was

for

naught

as

Jazz’s

new

low-sodium

formulation

of

Zywav

gained

market

share

over

the

higher-sodium

alternative.

We

added

to

the

Jazz

position

and

the

stock

price

rebounded

in

the

second

half

of

the

year.

The

Fund’s

holdings

in

the

energy

sector

were

also

top

contributors.

In

early

2022,

oil

prices

rose

on

the

back

of

growing

demand

and

tight

supply.

Supply

proved

even

more

fragile

as

sanctions

halted

Russian

oil

and

gas

exports.

As

oil

prices

rose

so

too

did

the

stock

prices

of

Polaris’

energy

holdings,

Marathon

Petroleum

and

Williams

Companies.

U.S.-based

oil

refiner,

Marathon,

started

up

the

Dickinson

renewable

diesel

facility

and

continued

converting

the

Martinez

refinery

into

a

renewable

fuels

facility.

In

March,

the

company

announced

a

50/50

joint

venture

with

Neste,

which

is

expected

to

contribute

a

total

of

$1

billion

toward

the

Martinez

project.

Sentiment

on

natural

gas

appears

to

be

shifting

as

a

viable

alternative

in

light

of

rising

energy

costs,

and

Williams

is

at

the

center

of

this

industry

in

the

U.S.,

with

record

volume

delivery

on

its

Transco

interstate

pipeline.

Williams

also

gained

after

a

judge

ruled

that

Energy

Transfer

LP

would

have

to

pay

$410

million

to

Williams

after

scuttling

a

$33

billion

merger

back

in

2016.

Among

the

top

performing

industrials

were

Science

Applications

(SAIC),

General

Dynamics,

Marubeni

Corp.

and

Allison

Transmission.

The

Russia-Ukraine

conflict

spurred

on

European

rearmament

considerations,

boosting

defense

stocks

industry-wide

including

General

Dynamics.

SAIC,

the

defense

IT

cybersecurity

business,

was

up

as

focus

returned

to

cyber

warfare

over

fears

of

Russian

intrusion.

The

company

reported

robust

quarterly

results

with

higher

revenue,

earnings

and

net

bookings.

SAIC

also

announced

the

acquisition

of

Halfaker

&

Associates,

intending

to

expand

its

digital

technology

footprint

in

the

public

health

sector.

High

commodity

prices

and

a

weaker

Yen

helped

Marubeni,

the

Japanese

international

trading

house.

The

company

reported

solid

earnings

across

its

agriculture,

energy,

food

and

metals

businesses,

subsequently

increasing

dividends

and

share

buybacks.

A

further

boost:

In

November,

Warren

Buffett’s

Berkshire

Hathaway

raised

its

stakes

in

each

of

Japan’s

five

biggest

trading

houses.

Allison

Transmission,

the

largest

manufacturer

of

medium-

and

heavy-

3

Polaris

Global

Value

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

DECEMBER

31,

2022

duty

fully

automatic

and

energy

savings

transmissions

for

commercial

and

defense

vehicles,

reported

robust

revenues

and

earnings

driven

by

resilient

customer

demand

and

record

net

sales

outside

North

America.

As

the

largest

sector

weighting

in

the

Fund,

financials

had

barbell

returns

with

some

of

the

top

portfolio

performers

juxtaposed

against

some

of

the

largest

detractors.

Insurers

including

Hannover

Re,

Munich

Re

and

Chubb

Limited

gained

on

advantageous

policy

pricing.

A

convergence

of

global

events

(Russia-Ukraine

war,

Hurricane

Ian),

40-year

high

inflation

and

a

decline

in

capital

to

underpin

underwriting

activity

led

to

the

firmest

pricing

environment

in

years.

Singapore-based

United

Overseas

Bank

(UOB)

made

its

largest

acquisition

in

16

years,

agreeing

to

buy

the

consumer

assets

of

Citigroup

in

Indonesia,

Malaysia,

Thailand

and

Vietnam.

The

deal

will

double

UOB’s

client

base

in

these

countries,

which

the

company

dubbed

“a

very

good

strategic

fit”.

Conversely,

Germany’s

flatexDEGIRO

AG

cut

its

fiscal

year

revenue

forecast,

anticipating

fewer

retail

investor

trades

in

a

down

market.

Additionally,

German

regulators

required

flatexDEGIRO

to

increase

its

capital

base

and

install

upgraded

regulatory

and

audit

systems

to

handle

its

growth.

While

higher

inflation

helped

some

U.S.

banks

(i.e.

higher

net

interest

margins),

Capital

One

wasn’t

one

of

them.

Inflation

will

impact

Capital

One’s

borrowers

and

normalize

credit

losses,

trending

upward

from

very

low

metrics.

The

bank’s

portfolio

of

consumer

credit

cards

and

auto

financing

will

come

under

pressure.

Consumer

discretionary

results

lagged

due

to

U.K.

homebuilders

Bellway

and

Taylor

Wimpey.

Despite

reporting

positive

operations

and

outlook,

both

stocks

have

been

hit

hard

on

the

ongoing

cost

burdens

and

uncertainties

around

cladding

and

remediating

fire

safety

defects

in

multi-story

buildings.

The

increase

in

U.K.

interest

rates

raised

concerns

about

future

home

buying.

Auto

manufacturers

and

auto

parts

suppliers

felt

the

pinch

of

the

Ukraine

war,

which

disrupted

the

supply

of

vehicle

wiring

harnesses.

This

was

an

add-on

to

an

already

pressured

supply

environment.

Among

company

specific

news,

South

Korean

auto

maker,

Kia

Corp,

had

slack

results

on

the

back

of

higher

costs

and

extra

provisions

for

engine

recalls.

Headwinds

included

the

U.S.

Inflation

Reduction

Act

and

how

EV

subsidies

will

impact

the

broader

auto

market,

as

well

as

weakening

demand

metrics

(and

the

congruent

rising

incentive

programs

to

prop

up

sales)

heading

into

2023.

Slower

production

for

Apple’s

iPhone

14

led

to

worries

about

Sony

Group

Corp.’s

image

sensor

business,

with

a

weak

smartphone

shipment

outlook

pressuring

Sony’s

stock.

The

biggest

materials

sector

detractor

was

Alrosa

PJSC,

the

Russian

diamond

miner.

Sanctions

prohibit

Western

investors

from

buying

or

selling

Alrosa,

along

with

other

Russian

stocks.

Therefore,

the

Fund

place

a

fair

value

of

virtually

zero

on

the

holding.

The

stock

is

still

traded

on

the

Moscow

Exchange

but

it

could

be

some

time

before

the

Fund

can

realize

the

value

of

the

investment.

Growing

copper

demand

(on

the

back

of

energy

transition

and

China’s

re-opening)

can’t

keep

up

with

supply,

as

a

limited

number

of

mining

companies

dominate

the

market.

New

entrants

simply

face

too

many

headwinds:

onerous

mine

permitting,

ore

grade

deteriorating,

political

uncertainty

and

other

operating

disruptions.

As

a

result,

supply-

demand

metrics

favor

existing

well-run

mining

companies.

For

example,

Antofagasta

gained

on

higher

copper

prices

and

good

results.

Lundin

Mining

Corp.

was

initially

up

on

higher

copper

prices

as

well,

but

declined

on

news

of

a

sinkhole

near

its

Candelaria

mine

and

other

operational

issues.

The

information

technology

sector

rivalled

communication

services

as

the

worst

performer

in

the

MSCI

World

Index

for

the

year;

the

Fund

was

underweight

and

outperformed

in

both

sectors.

The

Fund

had

modest

gains

from

Catcher

Technology,

Avnet

Inc.

and

MKS

Instruments

offset

by

losses

from

SK

Hynix

and

Samsung

Electronics.

Both

slid

as

demand

fell

4

Polaris

Global

Value

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

DECEMBER

31,

2022

and

production

built

up

too

much

inventory.

We

expect

this

downturn

to

last

no

more

than

a

few

quarters,

as

the

global

consumption

of

semiconductor

chips

is

expected

to

increase

in

even

a

modest

growth

economy.

The

following

table

shows

the

Fund’s

asset

allocation

at

December

31,

2022.

Table

may

not

cross

foot

due

to

rounding.

INVESTMENT

ENVIRONMENT

AND

STRATEGY:

Inflation

concerns

will

likely

persist

for

the

coming

quarters.

With

a

resurgence

of

COVID

cases,

China’s

factories

and

shipping

facilities

are

understaffed,

and

supply

chain

bottlenecks

continue.

The

supply-demand

constraints

remain

ever

present.

The

same

basic

premise

holds

true

for

Europe,

which

has

limited

oil,

natural

gas

and

food

commodity

supplies

as

a

result

of

the

escalating

Russian-Ukraine

war.

However,

we

expect

China’s

economy

will

rebound

as

COVID

infections

eventually

run

their

course

and

herd

immunity

reduces

future

rates

of

infection.

Against

this

backdrop,

we

believe

that

freight

rates

and

supply

chain

issues

will

decline

and

the

base

effect

will

naturally

result

in

lower

year-over-year

inflation.

In

the

meantime,

we

believe

central

banks

worldwide

will

raise

interest

rates

to

temper

inflation

–

albeit

at

more

metered

increments.

Regardless

of

the

pace

of

hikes,

the

end

result

is

the

same:

the

nominal

cost

of

capital

will

be

higher

than

in

the

last

decade.

We

would

like

to

see

a

return

to

positive

real

interest

rates

(interest

rates

adjusted

to

remove

inflation),

which

would

be

favorable

for

our

value-based

investment

strategy.

However,

this

will

prove

a

balancing

act

for

central

bankers,

who

must

be

concerned

about

the

public

sector’s

ability

to

pay

debt

in

a

high

inflationary

environment.

Keeping

real

interest

rates

low

takes

some

of

the

debt

obligation/default

pressure

off

the

public

sector.

Yet

low

real

rates

also

allow

for

asset

inflation

and

potential

bubbles.

We

are

watching

the

tension

in

this

tradeoff

as

it

impacts

policy.

In

either

environment,

our

task

is

to

maintain

the

discipline

to

invest

in

those

companies

that

we

believe

have

the

potential

to

increase

future

cash

flows,

which

benefits

the

Fund.

As

always,

we

welcome

your

questions

and

comments.

MSCI

World

Index

Portfolio

Weight

Energy

Utilities

Materials

Industrials

Consumer

Discretionary

Consumer

Staples

Health

Care

Financials

Info.

Tech.

Comm.

Services

Real

Estate

Cash

N.

America

71.5%

50.8%

4.1%

1.2%

3.2%

4.4%

3.9%

2.3%

10.9%

14.3%

6.0%

0.6%

0.0%

0.0%

Japan

6.3%

5.7%

0.0%

0.0%

0.7%

1.7%

2.1%

0.0%

0.0%

0.0%

0.0%

1.0%

0.2%

0.0%

Other

Asia

3.6%

9.01%

0.0%

0.0%

0.0%

1.5%

2.3%

0.0%

0.0%

2.0%

2.1%

1.0%

0.0%

0.0%

Europe

16.4%

23.5%

0.0%

0.0%

4.7%

1.7%

4.4%

2.0%

2.6%

4.5%

0.0%

3.5%

0.0%

0.0%

Scandinavia

2.3%

6.0%

0.0%

0.0%

1.3%

1.8%

0.3%

0.0%

0.0%

2.6%

0.0%

0.0%

0.0%

0.0%

Africa

&

S.

America

0.0%

1.0%

0.0%

0.0%

1.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

Cash

0.0%

4.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

4.0%

Portfolio

Totals

100.0%

4.1%

1.2%

10.9%

11.1%

13.0%

4.3%

13.5%

23.4%

8.1%

6.2%

0.2%

4.0%

MSCI

World

Weight

5.7%

3.2%

4.5%

10.7%

10.0%

7.9%

14.5%

14.3%

20.2%

6.4%

2.7%

0.0%

5

Polaris

Global

Value

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

DECEMBER

31,

2022

Sincerely,

Bernard

R.

Horn,

Jr.,

Shareholder

and

Portfolio

Manager

As

of

December

31,

2022,

the

Fund’s

largest

equity

holdings

and

the

percentages

they

represent

in

the

Fund’s

portfolio

market

value

were

as

follows

and

are

subject

to

change:

The

Fund’s

annual

performance

as

compared

to

the

benchmark

has

been

as

follows:

Historical

Calendar

Year

Annual

Returns

(years

ended

December

31)

Percentage

of

Issuer

Total

Market

Value

United

Therapeutics

Corp.

1.9%

Marubeni

Corp.

1.7%

AbbVie,

Inc.

1.7%

Crocs,

Inc.

1.6%

Williams

Cos.,

Inc.

1.6%

Percentage

of

Issuer

Total

Market

Value

CVS

Health

Corp.

1.6%

UnitedHealth

Group,

Inc.

1.6%

Weichai

Power

Co.,

Ltd.

1.5%

Allison

Transmission

Holdings,

Inc.

1.5%

Gilead

Sciences,

Inc.

1.5%

Polaris

Global

Value

Fund

MSCI

World

Index

2022

-12.01%

-18.14%

2021

15.3

6

%

21.82%

2020

6.6

8

%

15.90%

2019

22.79%

27.67%

2018

-12.66%

-8.71%

2017

20.61%

22.40%

2016

11.67%

7.51%

2015

1.55%

-0.87%

2014

3.68%

4.94%

2013

36.94%

26.68%

2012

21.00%

15.83%

2011

-8.16%

-5.54%

2010

20.64%

11.76%

2009

35.46%

29.99%

2008

-46.19%

-40.71%

2007

-3.97%

9.04%

2006

24.57%

20.07%

Polaris

Global

Value

Fund

MSCI

World

Index

2005

10.52%

9.49%

2004

23.63%

14.72%

2003

47.06%

33.11%

2002

3.82%

-19.89%

2001

2.21%

-16.82%

2000

-5.82%

-13.18%

1999

16.50%

24.94%

1998

-8.85%

24.34%

1997

34.55%

15.76%

1996

23.34%

13.48%

1995

31.82%

20.72%

1994

-2.78%

5.08%

1993

25.70%

22.50%

1992

9.78%

-5.23%

1991

17.18%

18.28%

1990

-11.74%

-17.02%

6

Polaris

Global

Value

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

DECEMBER

31,

2022

IMPORTANT

INFORMATION

The

Fund

invests

in

securities

of

foreign

issuers,

including

issuers

located

in

countries

with

emerging

capital

markets.

Investments

in

such

securities

entail

certain

risks

not

associated

with

investments

in

domestic

securities,

such

as

volatility

of

currency

exchange

rates,

and

in

some

cases,

political

and

economic

instability

and

relatively

illiquid

markets.

Options

trading

involves

risk

and

is

not

suitable

for

all

investors.

Fund

performance

includes

reinvestment

of

dividends

and

capital

gains.

During

the

period,

some

of

the

Fund’s

fees

were

waived

or

expenses

reimbursed.

In

the

absence

of

these

waivers

and

reimbursements,

performance

figures

would

be

lower.

On

June

1,

1998,

a

limited

partnership

managed

by

the

adviser

reorganized

into

the

Fund.

The

predecessor

limited

partnership

maintained

an

investment

objective

and

investment

policies

that

were,

in

all

material

respects,

equivalent

to

those

of

the

Fund.

The

Fund’s

performance

for

the

periods

before

June

1,

1998

is

that

of

the

limited

partnership

and

includes

the

expenses

of

the

limited

partnership.

If

the

limited

partnership’s

performance

had

been

readjusted

to

reflect

the

second

year

expenses

of

the

Fund,

the

Fund’s

performance

for

all

the

periods

would

have

been

lower.

The

limited

partnership

was

not

registered

under

the

Investment

Company

Act

of

1940

and

was

not

subject

to

certain

investment

limitations,

diversification

requirements,

and

other

restrictions

imposed

by

the

1940

Act

and

the

Internal

Revenue

Code,

which,

if

applicable,

may

have

adversely

affected

its

performance.

The

MSCI

World

Index

measures

the

performance

of

a

diverse

range

of

global

stock

markets

in

the

United

States,

Canada,

Europe,

Australia,

New

Zealand,

and

the

Far

East.

The

MSCI

World

Index

is

unmanaged

and

does

include

the

reinvestment

of

dividends,

net

of

withholding

taxes.

One

cannot

invest

directly

in

an

index.

The

views

in

this

letter

were

those

of

the

Fund

manager

as

of

December

31,

2022

and

may

not

reflect

the

views

of

the

manager

after

the

publication

date.

These

views

are

intended

to

assist

shareholders

of

the

Fund

in

understanding

their

investment

and

do

not

constitute

investment

advice.

7

Polaris

Global

Value

Fund

PERFORMANCE

CHART

AND

ANALYSIS

(Unaudited)

DECEMBER

31,

2022

The

following

chart

reflects

the

change

in

the

value

of

a

hypothetical

$10,000

investment,

including

reinvested

dividends

and

distributions,

in

the

Polaris

Global

Value

Fund

(the

“Fund”)

compared

with

the

performance

of

the

benchmark,

MSCI

World

Index,

over

the

past

ten

fiscal

years.

The

MSCI

World

Index

captures

large

and

mid

cap

representation

across

23

developed

markets

countries:

Australia,

Austria,

Belgium,

Canada,

Denmark,

Finland,

France,

Germany,

Hong

Kong,

Ireland,

Israel,

Italy,

Japan,

the

Netherlands,

New

Zealand,

Norway,

Portugal,

Singapore,

Spain,

Sweden,

Switzerland,

the

United

Kingdom

and

the

United

States.

The

total

return

of

the

index

includes

the

reinvestment

of

dividends

and

income.

The

total

return

of

the

Fund

includes

operating

expenses

that

reduce

returns,

while

the

total

return

of

the

index

does

not

include

expenses.

The

Fund

is

professionally

managed,

while

the

index

is

unmanaged

and

is

not

available

for

investment.

Comparison

of

Change

in

Value

of

a

$10,000

Investment

Polaris

Global

Value

Fund

vs.

MSCI

World

Index

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

For

the

most

recent

month-end

performance,

please

call

(888)

263-5594.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratio

(gross)

is

1.21%.

However,

the

Fund’s

adviser has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

dividend

and

interest

expense

on

short

sales,

acquired

fund

fees

and

expenses,

proxy

expenses

and

extraordinary

expenses)

to

0.99%,

through

April

30,

2023

(the

“Expense

Cap”).

The

Expense

Cap

may

be

raised

or

eliminated

only

with

the

consent

of

the

Board

of

Trustees.

During

the

year,

certain

fees

were

waived

and/

or

expenses

reimbursed;

otherwise,

returns

would

have

been

lower.

Shares

redeemed

or

exchanged

within

180

days

of

purchase

will

be

charged

a

1.00%

redemption

fee.

The

performance

table

and

graph

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

Fund

shares.

Returns

greater

than

one

year

are

annualized.

Because

of

ongoing

market

volatility,

Fund

performance

may

be

subject

to

substantial

short-term

changes.

Average

Annual

Total

Returns

Periods

Ended

December

31,

2022

One

Year

Five

Year

Ten

Year

Polaris

Global

Value

Fund

-12.01%

3.04%

8.47%

MSCI

World

Index

-18.14%

6.14%

8.85%

Polaris

Global

Value

Fund

SCHEDULE

OF

INVESTMENTS

DECEMBER

31,

2022

8

See

Notes

to

Financial

Statements.

Shares

Security

Description

Value

Common

Stock

-

96.1%

Canada

-

5.3%

436,400‌

Lundin

Mining

Corp.

$

2,678,348‌

72,282‌

Magna

International,

Inc.

4,060,391‌

140,237‌

Methanex

Corp.

5,309,120‌

122,700‌

Open

Text

Corp.

3,635,690‌

80,363‌

Toronto-Dominion

Bank

5,203,415‌

20,886,964‌

Chile

-

1.0%

210,600‌

Antofagasta

PLC

3,934,919‌

China

-

1.5%

4,442,000‌

Weichai

Power

Co.,

Ltd.

5,964,058‌

France

-

4.5%

132,000‌

Cie

Generale

des

Etablissements

Michelin

SCA

3,671,663‌

54,107‌

IPSOS

3,388,251‌

88,976‌

Publicis

Groupe

SA

5,659,417‌

49,853‌

Vinci

SA

4,978,432‌

17,697,763‌

Germany

-

4.3%

238,642‌

Deutsche

Telekom

AG

4,761,156‌

167,400‌

flatexDEGIRO

AG 

(a)

1,133,576‌

27,200‌

Hannover

Rueck

SE

5,401,060‌

16,600‌

Muenchener

Rueckversicherungs-

Gesellschaft

AG

in

Muenchen,

Class R

5,401,916‌

16,697,708‌

Ireland

-

2.9%

1,036,300‌

Greencore

Group

PLC 

(a)

803,693‌

33,200‌

Jazz

Pharmaceuticals

PLC 

(a)

5,289,092‌

141,352‌

Smurfit

Kappa

Group

PLC

5,229,280‌

11,322,065‌

Italy

-

0.3%

3,659,234‌

TREVI

-

Finanziaria

Industriale

SpA 

(a)

1,249,531‌

Japan

-

5.7%

367,000‌

Daicel

Corp.

2,670,565‌

7,300‌

Daito

Trust

Construction

Co.,

Ltd.

753,139‌

150,500‌

Honda

Motor

Co.,

Ltd.

3,476,958‌

131,900‌

KDDI

Corp.

4,002,025‌

586,500‌

Marubeni

Corp.

6,770,402‌

62,500‌

Sony

Group

Corp.

4,778,936‌

22,452,025‌

Netherlands

-

1.1%

143,600‌

Koninklijke

Ahold

Delhaize

NV

4,125,752‌

Shares

Security

Description

Value

Norway

-

4.0%

244,996‌

DNB

Bank

ASA

$

4,862,758‌

329,537‌

SpareBank

1

SR-Bank

ASA

4,060,011‌

158,654‌

Sparebanken

Vest

1,496,369‌

116,600‌

Yara

International

ASA

5,124,935‌

15,544,073‌

Puerto

Rico

-

1.4%

84,300‌

Popular,

Inc.

5,590,776‌

Russia

-

0.0%

3,148,600‌

Alrosa

PJSC 

(a)(b)

427‌

Singapore

-

1.3%

225,050‌

United

Overseas

Bank,

Ltd.

5,158,306‌

South

Korea

-

6.1%

18,600‌

Hyundai

Mobis

Co.,

Ltd.

2,949,229‌

91,400‌

Kia

Corp.

4,286,295‌

28,400‌

LG

Electronics,

Inc.

1,942,744‌

456,615‌

LG

Uplus

Corp.

3,990,190‌

104,584‌

Samsung

Electronics

Co.,

Ltd.

4,573,741‌

97,000‌

Shinhan

Financial

Group

Co.,

Ltd.

2,700,198‌

61,400‌

SK

Hynix,

Inc.

3,641,756‌

24,084,153‌

Sweden

-

2.0%

119,300‌

Duni

AB,

Class A 

(a)

985,511‌

100,203‌

Loomis

AB

2,746,380‌

272,600‌

SKF

AB,

Class B

4,157,634‌

7,889,525‌

Switzerland

-

2.7%

26,144‌

Chubb,

Ltd.

5,767,367‌

54,200‌

Novartis

AG

4,899,776‌

10,667,143‌

United

Kingdom

-

7.9%

348,500‌

Amcor

PLC

4,150,635‌

260,748‌

Babcock

International

Group

PLC 

(a)

889,583‌

141,156‌

Bellway

PLC

3,255,160‌

447,110‌

Inchcape

PLC

4,432,376‌

15,513‌

Linde

PLC

5,060,030‌

243,129‌

Mondi

PLC

4,142,955‌

77,128‌

Next

PLC

5,413,741‌

171,300‌

Nomad

Foods,

Ltd. 

(a)

2,953,212‌

477,702‌

Taylor

Wimpey

PLC

587,047‌

30,884,739‌

United

States

-

44.1%

40,551‌

AbbVie,

Inc.

6,553,447‌

142,300‌

Allison

Transmission

Holdings,

Inc.

5,919,680‌

51,200‌

Arrow

Electronics,

Inc. 

(a)

5,353,984‌

110,500‌

Avnet,

Inc.

4,594,590‌

76,400‌

Berry

Global

Group,

Inc.

4,616,852‌

103,900‌

Brookline

Bancorp,

Inc.

1,470,185‌

Polaris

Global

Value

Fund

SCHEDULE

OF

INVESTMENTS

DECEMBER

31,

2022

9

See

Notes

to

Financial

Statements.

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

as

of

December

31,

2022. 

The

inputs

or

methodology

used

for

valuing

securities

are

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

For

more

information

on

valuation

inputs,

and

their

aggregation

into

the

levels

used

in

the

table

below,

please

refer

to

the

Security

Valuation

section

in

Note

2

of

the

accompanying

Notes

to

Financial

Statements.

Shares

Security

Description

Value

United

States

-

44.1%

(continued)

14,200‌

Cambridge

Bancorp

$

1,179,452‌

45,800‌

Capital

One

Financial

Corp.

4,257,568‌

54,351‌

Carter's,

Inc.

4,055,128‌

219,774‌

Colony

Bankcorp,

Inc.

2,788,932‌

59,376‌

Crocs,

Inc. 

(a)

6,438,140‌

66,400‌

CVS

Health

Corp.

6,187,816‌

62,335‌

Dime

Community

Bancshares,

Inc.

1,984,123‌

11,100‌

Elevance

Health,

Inc.

5,693,967‌

22,767‌

General

Dynamics

Corp.

5,648,720‌

68,100‌

Gilead

Sciences,

Inc.

5,846,385‌

39,800‌

Horizon

Therapeutics

PLC 

(a)

4,529,240‌

49,800‌

Ingredion,

Inc.

4,876,914‌

20,300‌

Intel

Corp.

536,529‌

108,963‌

International

Bancshares

Corp.

4,986,147‌

40,200‌

JPMorgan

Chase

&

Co.

5,390,820‌

25,800‌

M&T

Bank

Corp.

3,742,548‌

42,982‌

Marathon

Petroleum

Corp.

5,002,675‌

19,400‌

Microsoft

Corp.

4,652,508‌

54,600‌

MKS

Instruments,

Inc.

4,626,258‌

57,176‌

NextEra

Energy,

Inc.

4,779,914‌

52,500‌

Northern

Trust

Corp.

4,645,725‌

222,722‌

NOV,

Inc.

4,652,663‌

46,600‌

Premier

Financial

Corp.

1,256,802‌

55,429‌

Sally

Beauty

Holdings,

Inc. 

(a)

693,971‌

52,100‌

Science

Applications

International

Corp.

5,779,453‌

271,500‌

SLM

Corp.

4,506,900‌

107,200‌

The

Carlyle

Group,

Inc.

3,198,848‌

72,900‌

The

Interpublic

Group

of

Cos.,

Inc.

2,428,299‌

65,000‌

Tyson

Foods,

Inc.,

Class A

4,046,250‌

27,300‌

United

Therapeutics

Corp. 

(a)

7,591,857‌

11,668‌

UnitedHealth

Group,

Inc.

6,186,140‌

120,438‌

Webster

Financial

Corp.

5,701,535‌

192,500‌

Williams

Cos.,

Inc.

6,333,250‌

172,734,215‌

Total

Common

Stock

(Cost

$311,999,097)

376,884,142‌

Shares

Security

Description

Exercise

Price

Exp.

Date

Value

Warrants

-

0.0%

10,863‌

TREVI

-

Finanziaria

Industriale

SpA 

(a)

(Cost

$1,001,312)

$

1.30‌

05/05/25

9,651‌

Shares

Security

Description

Value

Money

Market

Fund

-

3.8%

14,927,487‌

Northern

Institutional

Treasury

Portfolio

Premier

Shares,

3.77% 

(c)

(Cost

$14,927,487)

$

14,927,487‌

Investments,

at

value

-

99.9%

(Cost

$327,927,896)

$

391,821,280‌

Other

Assets

&

Liabilities,

Net

-

0.1%

248,787‌

Net

Assets

-

100.0%

$

392,070,067‌

PJSC

Public

Joint

Stock

Company

PLC

Public

Limited

Company

(a)

Non-income

producing

security.

(b)

Security

fair

valued

in

accordance

with

procedures

adopted

by

the

Board

of

Trustees.

At

the

period

end,

the

value

of

these

securities

amounted

to

$427

or

0.0%

of

net

assets.

(c)

Dividend

yield

changes

daily

to

reflect

current

market

conditions.

Rate

was

the

quoted

yield

as

of

December

31,

2022.

Polaris

Global

Value

Fund

SCHEDULE

OF

INVESTMENTS

DECEMBER

31,

2022

10

See

Notes

to

Financial

Statements.

The

following

is

a

reconciliation

of

Level

3

investments

for

which

significant

unobservable

inputs

were

used

to

determine

fair

value.

Level

1

Level

2

Level

3

Total

Investments

at

Value

Common

Stock

Canada

$

20,886,964‌

$

–‌

$

–‌

$

20,886,964‌

Chile

3,934,919‌

–‌

–‌

3,934,919‌

China

5,964,058‌

–‌

–‌

5,964,058‌

France

17,697,763‌

–‌

–‌

17,697,763‌

Germany

16,697,708‌

–‌

–‌

16,697,708‌

Ireland

11,322,065‌

–‌

–‌

11,322,065‌

Italy

1,249,531‌

–‌

–‌

1,249,531‌

Japan

22,452,025‌

–‌

–‌

22,452,025‌

Netherlands

4,125,752‌

–‌

–‌

4,125,752‌

Norway

15,544,073‌

–‌

–‌

15,544,073‌

Puerto

Rico

5,590,776‌

–‌

–‌

5,590,776‌

Russia

–‌

–‌

427‌

427‌

Singapore

5,158,306‌

–‌

–‌

5,158,306‌

South

Korea

24,084,153‌

–‌

–‌

24,084,153‌

Sweden

7,889,525‌

–‌

–‌

7,889,525‌

Switzerland

10,667,143‌

–‌

–‌

10,667,143‌

United

Kingdom

30,884,739‌

–‌

–‌

30,884,739‌

United

States

172,734,215‌

–‌

–‌

172,734,215‌

Warrants

9,651‌

–‌

–‌

9,651‌

Money

Market

Fund

–‌

14,927,487‌

–‌

14,927,487‌

Investments

at

Value

$

376,893,366‌

$

14,927,487‌

$

427‌

$

391,821,280‌

Common

Stock

Balance

as

of

12/31/21

$

-

Transfers

in

from

Level

1

427

Balance

as

of

12/31/22

$

427

Net

change

in

unrealized

depreciation

from

investments

held

as

of

12/31/22

$

(5,148,788

)

PORTFOLIO

HOLDINGS

(Unaudited)

%

of

Total

Investments

Communication

Services

6.2‌%

Consumer

Discretionary

13.0‌%

Consumer

Staples

4.3‌%

Energy

4.1‌%

Financials

23.4‌%

Health

Care

13.5‌%

Industrials

11.3‌%

Information

Technology

8.1‌%

Materials

10.9‌%

Real

Estate

0.2‌%

Utilities

1.2‌%

Warrants

0.0‌%

Money

Market

Fund

3.8‌%

100.0‌%

11

Polaris

Global

Value

Fund

STATEMENT

OF

ASSETS

AND

LIABILITIES

DECEMBER

31,

2022

See

Notes

to

Financial

Statements.

*

Shares

redeemed

or

exchanged

within

180

days

of

purchase

are

charged

a

1.00%

redemption

fee.

ASSETS

Investments,

at

value

(Cost

$327,927,896)

$

391,821,280‌

Receivables:

Fund

shares

sold

108,330‌

Dividends

1,347,207‌

Prepaid

expenses

12,926‌

Total

Assets

393,289,743‌

LIABILITIES

Payables:

Fund

shares

redeemed

496,340‌

Distributions

payable

369,973‌

Accrued

Liabilities:

Investment

adviser

fees

246,128‌

Fund

services

fees

38,272‌

Other

expenses

68,963‌

Total

Liabilities

1,219,676‌

NET

ASSETS

$

392,070,067‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

338,567,613‌

Distributable

Earnings

53,502,454‌

NET

ASSETS

$

392,070,067‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

14,298,663‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE*

$

27.42‌

12

Polaris

Global

Value

Fund

STATEMENT

OF

OPERATIONS

YEAR

ENDED

DECEMBER

31,

2022

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$967,749)

$

11,375,518‌

Interest

income

118‌

Total

Investment

Income

11,375,636‌

EXPENSES

Investment

adviser

fees

4,172,339‌

Fund

services

fees

523,387‌

Custodian

fees

110,075‌

Registration

fees

25,638‌

Professional

fees

60,955‌

Trustees'

fees

and

expenses

13,767‌

Other

expenses

231,703‌

Total

Expenses

5,137,864‌

Fees

waived

(1,007,264‌)

Net

Expenses

4,130,600‌

NET

INVESTMENT

INCOME

7,245,036‌

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

(loss)

on:

Investments

(9,271,364‌)

Foreign

currency

transactions

(217,561‌)

Written

options

194,021‌

Net

realized

loss

(9,294,904‌)

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments

(57,338,651‌)

Foreign

currency

translations

(30,128‌)

Written

options

(48,695‌)

Net

change

in

unrealized

appreciation

(depreciation)

(57,417,474‌)

NET

REALIZED

AND

UNREALIZED

LOSS

(66,712,378‌)

DECREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

(59,467,342‌)

13

Polaris

Global

Value

Fund

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

See

Notes

to

Financial

Statements.

For

the

Years

Ended

December

31,

2022

2021

OPERATIONS

Net

investment

income

$

7,245,036‌

$

7,526,532‌

Net

realized

gain

(loss)

(9,294,904‌)

20,685,590‌

Net

change

in

unrealized

appreciation

(depreciation)

(57,417,474‌)

40,453,928‌

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

(59,467,342‌)

68,666,050‌

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

(13,386,981‌)

(19,470,505‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

32,157,816‌

48,232,645‌

Reinvestment

of

distributions

12,567,826‌

18,438,772‌

Redemption

of

shares

(72,602,443‌)

(73,837,293‌)

Redemption

fees

6,186‌

26,417‌

Decrease

in

Net

Assets

from

Capital

Share

Transactions

(27,870,615‌)

(7,139,459‌)

Increase

(Decrease)

in

Net

Assets

(100,724,938‌)

42,056,086‌

NET

ASSETS

Beginning

of

Year

492,795,005‌

450,738,919‌

End

of

Year

$

392,070,067‌

$

492,795,005‌

SHARE

TRANSACTIONS

Sale

of

shares

1,114,016‌

1,483,117‌

Reinvestment

of

distributions

450,865‌

576,543‌

Redemption

of

shares

(2,540,996‌)

(2,265,782‌)

Decrease

in

Shares

(976,115‌)

(206,122‌)

14

Polaris

Global

Value

Fund

FINANCIAL

HIGHLIGHTS

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

year

.

For

the

Years

Ended

December

31,

2022

2021

2020

2019

2018

NET

ASSET

VALUE,

Beginning

of

Year

$

32.26‌

$

29.12‌

$

27.72‌

$

23.41‌

$

27.71‌

INVESTMENT

OPERATIONS

Net

investment

income

(a)

0.50‌

0.48‌

0.32‌

0.62‌

0.47‌

Net

realized

and

unrealized

gain

(loss)

(4.37‌)

3.97‌

1.53‌

4.72‌

(3.97‌)

Total

from

Investment

Operations

(3.87‌)

4.45‌

1.85‌

5.34‌

(3.50‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.43‌)

(0.50‌)

(0.34‌)

(0.68‌)

(0.77‌)

Net

realized

gain

(0.54‌)

(0.81‌)

(0.11‌)

(0.35‌)

(0.03‌)

Total

Distributions

to

Shareholders

(0.97‌)

(1.31‌)

(0.45‌)

(1.03‌)

(0.80‌)

REDEMPTION

FEES(a)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

NET

ASSET

VALUE,

End

of

Year

$

27.42‌

$

32.26‌

$

29.12‌

$

27.72‌

$

23.41‌

TOTAL

RETURN

(12.01‌)%

15.36‌%

6.68‌%

22.79‌%

(12.66‌)%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000s

omitted)

$

392,070‌

$

492,795‌

$

450,739‌

$

468,882‌

$

422,161‌

Ratios

to

Average

Net

Assets:

Net

investment

income

1.74‌%

1.47‌%

1.34‌%

2.35‌%

1.74‌%

Net

expenses

0.99‌%

0.99‌%

0.99‌%

0.99‌%

0.99‌%

Gross

expenses

(c)

1.23‌%

1.21‌%

1.24‌%

1.23‌%

1.23‌%

PORTFOLIO

TURNOVER

RATE

19‌%

19‌%

57‌%

10‌%

22‌%

(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.

15

Polaris

Global

Value

Fund

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

2022

Note

1.

Organization

The

Polaris

Global

Value

Fund

(the

“Fund”)

is

a

diversified

portfolio

of

Forum

Funds

(the

“Trust”).

The

Trust

is

a

Delaware

statutory

trust

that

is

registered

as

an

open-end,

management

investment

company

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“Act”).

Under

its

Trust

Instrument,

the

Trust

is

authorized

to

issue

an

unlimited

number

of

the

Fund’s

shares

of

beneficial

interest

without

par

value.

The

Fund

commenced

operations

June

1,

1998

after

it

acquired

the

net

assets

of

Global

Value

Limited

Partnership

(the

“Partnership”),

in

exchange

for

Fund

shares.

The

Partnership

commenced

operations

on

July

31,

1989.

The

Fund

seeks

capital

appreciation.

Note

2.

Summary

of

Significant

Accounting

Policies

The

Fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

under

Financial

Accounting

Standards

Board

Accounting

Standards

Codification

Topic

946,

“Financial

Services

–

Investment

Companies.”

These

financial

statements

are

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(“GAAP”),

which

require

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities,

the

disclosure

of

contingent

liabilities

at

the

date

of

the

financial

statements,

and

the

reported

amounts

of

increases

and

decreases

in

net

assets

from

operations

during

the

fiscal

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.

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.

Pursuant

to

Rule

2a-5

under

the

Investment

Company

Act,

the

Trust's

Board

of

Trustees

(the

"Board")

has

designated

the

Adviser,

as

defined

in

Note

3,

as

the

Fund's

valuation

designee

to

perform

any

fair

value

determinations

for

securities

and

other

assets

held

by

the

Fund.

The

Adviser

is

subject

to

the

oversight

of

the

Board

and

certain

reporting

and

other

requirements

intended

to

provide

the

Board

the

information

needed

to

oversee

the

Adviser's

fair

value

determinations.

The

Adviser

is

responsible

for

determining

the

fair

value

of

investments

for

which

market

quotations

are

not

readily

available

in

accordance

with

policies

and

procedures

that

have

been

approved

by

the

Board.

Under

these

procedures,

the

Adviser

convenes

on

a

regular

and

ad

hoc

basis

to

review

such

investments

and

considers

a

number

of

factors,

including

valuation

methodologies

and

significant

unobservable

inputs,

when

arriving

at

fair

value.

The

Board

has

approved

the

Adviser’s

fair

valuation

procedures

as

a

part

of

the

Fund’s

compliance

program

and

will

review

any

changes

made

to

the

procedures.

The

Adviser

provides

fair

valuation

inputs.

In

determining

fair

valuations,

inputs

may

include

market-based

analytics

that

may

consider

related

or

comparable

assets

or

liabilities,

recent

transactions,

market

multiples,

book

values

and

other

relevant

investment

information.

Adviser

inputs

may

include

an

income-based

approach

in

which

the

anticipated

future

cash

flows

of

the

investment

are

discounted

in

determining

fair

value.

Discounts

may

also

be

applied

based

on

the

nature

or

duration

16

Polaris

Global

Value

Fund

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

2022

of

any

restrictions

on

the

disposition

of

the

investments.

The

Adviser

performs

regular

reviews

of

valuation

methodologies,

key

inputs

and

assumptions,

disposition

analysis

and

market

activity.

Fair

valuation

is

based

on

subjective

factors

and,

as

a

result,

the

fair

value

price

of

an

investment

may

differ

from

the

security’s

market

price

and

may

not

be

the

price

at

which

the

asset

may

be

sold.

Fair

valuation

could

result

in

a

different

NAV

than

a

NAV

determined

by

using

market

quotes.

GAAP

has

a

three-tier

fair

value

hierarchy.

The

basis

of

the

tiers

is

dependent

upon

the

various

“inputs”

used

to

determine

the

value

of

the

Fund’s

investments.

These

inputs

are

summarized

in

the

three

broad

levels

listed

below:

Level

1

-

Quoted

prices

in

active

markets

for

identical

assets

and

liabilities.

Level

2

-

Prices

determined

using

significant

other

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

prepayment

speeds,

credit

risk,

etc.).

Short-term

securities

with

maturities

of

sixty

days

or

less

are

valued

at

amortized

cost,

which

approximates

market

value,

and

are

categorized

as

Level

2

in

the

hierarchy.

Municipal

securities,

long-term

U.S.

government

obligations

and

corporate

debt

securities

are

valued

in

accordance

with

the

evaluated

price

supplied

by

a

pricing

service

and

generally

categorized

as

Level

2

in

the

hierarchy.

Other

securities

that

are

categorized

as

Level

2

in

the

hierarchy

include,

but

are

not

limited

to,

warrants

that

do

not

trade

on

an

exchange,

securities

valued

at

the

mean

between

the

last

reported

bid

and

ask

quotation

and

international

equity

securities

valued

by

an

independent

third

party

with

adjustments

for

changes

in

value

between

the

time

of

the

securities’

respective

local

market

closes

and

the

close

of

the

U.S.

market.

Level

3

-

Significant

unobservable

inputs

(including

the

Fund’s

own

assumptions

in

determining

the

fair

value

of

investments).

The

aggregate

value

by

input

level,

as

of

December

31,

2022,

for

the

Fund’s

investments

is

included

at

the

end

of

the

Fund’s

Schedule

of

Investments.

Security

Transactions,

Investment

Income

and

Realized

Gain

and

Loss

–

Investment

transactions

are

accounted

for

on

the

trade

date.

Dividend

income

is

recorded

on

the

ex-dividend

date.

Non-cash

dividend

income

is

recorded

at

the

fair

market

value

of

the

securities

received.

Foreign

dividend

income

is

recorded

on

the

ex-dividend

date

or

as

soon

as

possible

after

determining

the

existence

of

a

dividend

declaration

after

exercising

reasonable

due

diligence.

Income

and

capital

gains

on

some

foreign

securities

may

be

subject

to

foreign

withholding

taxes,

which

are

accrued

as

applicable.

Interest

income

is

recorded

on

an

accrual

basis.

Premium

is

amortized

to

the

next

call

date

above

par

and

discount

is

accreted

to

maturity

using

the

effective

interest

method.

Identified

cost

of

investments

sold

is

used

to

determine

the

gain

and

loss

for

both

financial

statement

and

federal

income

tax

purposes.

Written

Options

–

When

a

fund

writes

an

option,

an

amount

equal

to

the

premium

received

by

the

fund

is

recorded

as

a

liability

and

is

subsequently

adjusted

to

the

current

value

of

the

option

written.

Premiums

received

from

writing

options

that

expire

unexercised

are

treated

by

the

fund

on

the

expiration

date

as

realized

gain

from

written

options.

The

difference

between

the

premium

and

the

amount

paid

on

effecting

a

closing

purchase

transaction,

including

brokerage

commissions,

is

also

treated

as

a

realized

gain,

or

if

the

premium

is

less

than

the

amount

paid

for

the

closing

purchase

transaction,

as

a

realized

loss.

If

a

call

option

is

exercised,

the

premium

is

added

to

the

proceeds

from

the

sale

of

the

underlying

security

in

17

Polaris

Global

Value

Fund

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

2022

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

December

31,

2022,

if

any,

are

disclosed

in

the

Fund’s

Schedule

of

Investments.

Foreign

Currency

Translations

–

Foreign

currency

amounts

are

translated

into

U.S.

dollars

as

follows:

(1)

assets

and

liabilities

at

the

rate

of

exchange

at

the

end

of

the

respective

period;

and

(2)

purchases

and

sales

of

securities

and

income

and

expenses

at

the

rate

of

exchange

prevailing

on

the

dates

of

such

transactions.

The

portion

of

the

results

of

operations

arising

from

changes

in

the

exchange

rates

and

the

portion

due

to

fluctuations

arising

from

changes

in

the

market

prices

of

securities

are

not

isolated.

Such

fluctuations

are

included

with

the

net

realized

and

unrealized

gain

or

loss

on

investments.

Foreign

Currency

Transactions

–

The

Fund

may

enter

into

transactions

to

purchase

or

sell

foreign

currency

contracts

and

options

on

foreign

currency.

Forward

currency

contracts

are

agreements

to

exchange

one

currency

for

another

at

a

future

date

and

at

a

specified

price.

A

fund

may

use

forward

currency

contracts

to

facilitate

transactions

in

foreign

securities,

to

manage

a

fund’s

foreign

currency

exposure

and

to

protect

the

U.S.

dollar

value

of

its

underlying

portfolio

securities

against

the

effect

of

possible

adverse

movements

in

foreign

exchange

rates.

These

contracts

are

intrinsically

valued

daily

based

on

forward

rates,

and

a

fund’s

net

equity

therein,

representing

unrealized

gain

or

loss

on

the

contracts

as

measured

by

the

difference

between

the

forward

foreign

exchange

rates

at

the

dates

of

entry

into

the

contracts

and

the

forward

rates

at

the

reporting

date,

is

recorded

as

a

component

of

NAV.

These

instruments

involve

market

risk,

credit

risk,

or

both

kinds

of

risks,

in

excess

of

the

amount

recognized

in

the

Statement

of

Assets

and

Liabilities.

Risks

arise

from

the

possible

inability

of

counterparties

to

meet

the

terms

of

their

contracts

and

from

movement

in

currency

and

securities

values

and

interest

rates.

Due

to

the

risks

associated

with

these

transactions,

a

fund

could

incur

losses

up

to

the

entire

contract

amount,

which

may

exceed

the

net

unrealized

value

included

in

its

NAV.

Distributions

to

Shareholders

–

The

Fund

declares

any

dividends

from

net

investment

income

and

pays

them

annually.

Any

net

capital

gains

and

foreign

currency

gains

realized

by

the

Fund

are

distributed

at

least

annually.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Distributions

are

based

on

amounts

calculated

in

accordance

with

applicable

federal

income

tax

regulations,

which

may

differ

from

GAAP.

These

differences

are

due

primarily

to

differing

treatments

of

income

and

gain

on

various

investment

securities

held

by

the

Fund,

timing

differences

and

differing

characterizations

of

distributions

made

by

the

Fund.

Federal

Taxes

–

The

Fund

intends

to

continue

to

qualify

each

year

as

a

regulated

investment

company

under

Subchapter

M

of

Chapter

1,

Subtitle

A,

of

the

Internal

Revenue

Code

of

1986,

as

amended

(“Code”),

and

to

distribute

all

of

its

taxable

income

to

shareholders.

In

addition,

by

distributing

in

each

calendar

year

substantially

all

of

its

net

investment

income

and

capital

gains,

if

any,

the

Fund

will

not

be

subject

to

a

federal

excise

tax.

Therefore,

no

federal

income

or

excise

tax

provision

is

required.

The

Fund

files

a

U.S.

federal

income

and

excise

tax

return

as

required.

The

Fund’s

federal

income

tax

returns

are

subject

to

examination

by

the

Internal

Revenue

Service

for

a

period

of

three

fiscal

years

after

they

are

filed.

As

of

December

31,

2022,

there

are

no

uncertain

tax

positions

that

would

require

financial

statement

recognition,

de-recognition

or

disclosure.

18

Polaris

Global

Value

Fund

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

2022

Income

and

Expense

Allocation

–

The

Trust

accounts

separately

for

the

assets,

liabilities

and

operations

of

each

of

its

investment

portfolios.

Expenses

that

are

directly

attributable

to

more

than

one

investment

portfolio

are

allocated

among

the

respective

investment

portfolios

in

an

equitable

manner.

Redemption

Fees

–

A

shareholder

who

redeems

or

exchanges

shares

within

180

days

of

purchase

will

incur

a

redemption

fee

of

1.00%

of

the

current

NAV

of

shares

redeemed

or

exchanged,

subject

to

certain

limitations.

The

fee

is

charged

for

the

benefit

of

the

remaining

shareholders

and

will

be

paid

to

the

Fund

to

help

offset

transaction

costs.

The

fee

is

accounted

for

as

an

addition

to

paid-in

capital.

The

Fund

reserves

the

right

to

modify

the

terms

of

or

terminate

the

fee

at

any

time.

There

are

limited

exceptions

to

the

imposition

of

the

redemption

fee.

Redemption

fees

incurred

for

the

Fund,

if

any,

are

reflected

on

the

Statements

of

Changes

in

Net

Assets.

Commitments

and

Contingencies

–

In

the

normal

course

of

business,

the

Fund

enters

into

contracts

that

provide

general

indemnifications

by

the

Fund

to

the

counterparty

to

the

contract.

The

Fund’s

maximum

exposure

under

these

arrangements

is

dependent

on

future

claims

that

may

be

made

against

the

Fund

and,

therefore,

cannot

be

estimated;

however,

based

on

experience,

the

risk

of

loss

from

such

claims

is

considered

remote.

The

Fund

has

determined

that

none

of

these

arrangements

requires

disclosure

on

the

Fund’s

balance

sheet.

Note

3.

Fees

and

Expenses

Investment

Adviser

–

Polaris

Capital

Management,

LLC

(the

“Adviser”)

is

the

investment

adviser

to

the

Fund.

Pursuant

to

an

investment

advisory

agreement,

the

Adviser

receives

an

advisory

fee,

payable

monthly,

from

the

Fund

at

an

annual

rate

of

1.00%

of

the

Fund’s

average

daily

net

assets.

Distribution

–

Foreside

Fund

Services,

LLC

(the

“Distributor”),

a

wholly

owned

subsidiary

of

Foreside

Financial

Group,

LLC

(doing

business

as

ACA

Group),

acts

as

the

agent

of

the

Trust

in

connection

with

the

continuous

offering

of

shares

of

the

Fund.

The

Fund

does

not

have

a

distribution

(12b-1)

plan;

accordingly,

the

Distributor

does

not

receive

compensation

from

the

Fund

for

its

distribution

services.

The

Adviser

compensates

the

Distributor

directly

for

its

services.

The

Distributor

is

not

affiliated

with

the

Adviser

or

Atlantic

Fund

Administration,

LLC,

a

wholly

owned

subsidiary

of

Apex

US

Holdings

LLC

(d/b/a

Apex

Fund

Services)

(“Apex”)

or

their

affiliates.

Other

Service

Providers

–

Apex

provides

fund

accounting,

fund

administration,

compliance

and

transfer

agency

services

to

the

Fund.

The

fees

related

to

these

services

are

included

in

Fund

services

fees

within

the

Statement

of

Operations.

Apex

also

provides

certain

shareholder

report

production

and

EDGAR

conversion

and

filing

services.

Pursuant

to

an

Apex

Services

Agreement,

the

Fund

pays

Apex

customary

fees

for

its

services.

Apex

provides

a

Principal

Executive

Officer,

a

Principal

Financial

Officer,

a

Chief

Compliance

Officer

and

an

Anti-Money

Laundering

Officer

to

the

Fund,

as

well

as

certain

additional

compliance

support

functions.

Trustees

and

Officers

–

Each

Independent

Trustee’s

annual

retainer

is

$45,000

($55,000

for

the

Chairman).

The

Audit

Committee

Chairman

receives

an

additional

$2,000

annually.

The

Trustees

and

Chairman

may

receive

additional

fees

for

special

Board

meetings.

Each

Trustee

is

also

reimbursed

for

all

reasonable

out-of-pocket

expenses

incurred

in

connection

with

his

or

her

duties

as

a

Trustee,

including

travel

and

related

expenses

incurred

in

attending

Board

meetings.

The

amount

19

Polaris

Global

Value

Fund

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

2022

of

Trustees’

fees

attributable

to

the

Fund

is

disclosed

in

the

Statement

of

Operations.

Certain

officers

of

the

Trust

are

also

officers

or

employees

of

the

above

named

service

providers,

and

during

their

terms

of

office

received

no

compensation

from

the

Fund.

Note

4.

Fees

Waived

The

Adviser

has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

annual

operating

expenses

to

0.99%

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

dividend

and

interest

expense

on

short

sales,

acquired

fund

fees

and

expenses,

proxy

expenses

and

extraordinary

expenses),

through

April

30,

2023.

Other

fund

service

providers

have

voluntarily

agreed

to

waive

and

reimburse

a

portion

of

their

fees.

These

voluntary

fee

waivers

and

reimbursements

may

be

reduced

or

eliminated

at

any

time.

Other

Waivers

are

not

eligible

for

recoupment.

For

the

year

ended

December

31,

2022,

fees

waived

were

as

follows:

Note

5.

Security

Transactions

The

cost

of

purchases

and

proceeds

from

sales

of

investment

securities

(including

maturities),

other

than

short-term

investments

during

the

year

ended

December

31,

2022,

were

$76,680,406

and

$119,649,743,

respectively.

Note

6.

Summary

of

Derivative

Activity

The

volume

of

open

derivative

positions

may

vary

on

a

daily

basis

as

the

Fund

transacts

derivative

contracts

in

order

to

achieve

the

exposure

desired

by

the

Adviser.

Premiums

received

on

purchased

and

written

options

for

year

ended

December

31,

2022,

for

any

derivative

type

that

was

held

during

the

year

is

as

follows:

The

Fund’s

use

of

derivatives

during

the

year

ended

December

31,

2022,

was

limited

to

written

options.

Realized

and

unrealized

gains

and

losses

on

derivative

contracts

during

the

year

ended

December

31,

2022,

by

the

Fund

are

recorded

in

the

following

locations

on

the

Statement

of

Operations:

Investment

Adviser

Fees

Waived

Other

Waivers

Total

Fees

Waived

$

954,764‌

$

52,500‌

$

1,007,264‌

Written

Options

$

(1,148,083‌)

Location:

Equity

Contracts

Net

realized

gain

(loss)

on:

Written

options

$

194,021‌

Total

net

realized

gain

(loss)

$

194,021‌

Net

change

in

unrealized

appreciation

(depreciation)

on:

Written

options

$

(48,695‌)

Total

net

change

in

unrealized

appreciation

(depreciation)

$

(48,695‌)

20

Polaris

Global

Value

Fund

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

2022

Note

7.

Federal

Income

Tax

As

of

December

31,

2022,

the

cost

of

investments

for

federal

income

tax

purposes

is

$327,976,021 and

the

components

of

net

unrealized appreciation were

as

follows:

Distributions

paid

during

the

fiscal

years

ended

as

noted

were

characterized

for

tax

purposes

as

follows:

As

of

December

31,

2022,

distributable

earnings

on

a

tax

basis

were

as

follows:

The

difference

between

components

of

distributable

earnings

on

a

tax

basis

and

the

amounts

reflected

in

the

Statement

of

Assets

and

Liabilities

are

primarily

due

to

wash

sales

and

return

of

capital

on

equity

securities.

As

of

December

31,

2022,

the

Fund

had

$2,210,298

of

available

long-term

capital

loss

carryforwards

and

$8,159,186

of

available

short-term

capital

loss

carryforwards

that

have

no

expiration

date.

Note

8.

Subsequent

Events

Subsequent

events

occurring

after

the

date

of

this

report

through

the

date

these

financial

statements

were

issued

have

been

evaluated

for

potential

impact,

and

the

Fund

has

had

no

such

events.

Management

has

evaluated

the

need

for

additional

disclosures

and/or

adjustments

resulting

from

subsequent

events.

Based

on

this

evaluation,

no

additional

disclosures

or

adjustments

were

required.

Gross

Unrealized

Appreciation

$

94,976,267‌

Gross

Unrealized

Depreciation

(31,131,008‌)

Net

Unrealized

Appreciation

$

63,845,259‌

2022

2021

Ordinary

Income

$

6,534,852‌

$

15,943,102‌

Long-Term

Capital

Gain

6,852,129‌

3,527,403‌

$

13,386,981‌

$

19,470,505‌

Undistributed

Ordinary

Income

$

62,720‌

Capital

and

Other

Losses

(10,369,484‌)

Unrealized

Appreciation

63,809,218‌

Total

$

53,502,454‌

21

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

To

the

Board

of

Trustees

of

Forum

Funds

and

the

Shareholders

of

Polaris

Global

Value

Fund

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities

of

Polaris

Global

Value

Fund,

a

series

of

shares

of

beneficial

interest

in

Forum

Funds

(the

“Fund”),

including

the

schedule

of

investments,

as

of

December

31,

2022,

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

December

31,

2022,

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

December

31,

2022

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

2008.

Philadelphia,

Pennsylvania

February

24,

2023

22

Polaris

Global

Value

Fund

ADDITIONAL

INFORMATION

(Unaudited)

DECEMBER

31,

2022

Liquidity

Risk

Management

Program

The

Fund

has

adopted

and

implemented

a

written

liquidity

risk

management

program,

as

required

by

Rule

22e-4

(the

“Liquidity

Rule”)

under

the

Investment

Company

Act

of

1940,

as

amended.

The

liquidity

risk

management

program

is

reasonably

designed

to

assess

and

manage

the

Fund’s

liquidity

risk,

taking

into

consideration,

among

other

factors,

the

Fund's

investment

strategy

and

the

liquidity

of

the

portfolio

investments

during

normal

and

reasonably

foreseeable

stressed

conditions,

its

short

and

long-term

cash

flow

projections

and

its

cash

holdings

and

access

to

other

funding

sources.

The

Board

approved

the

designation

of

a

Liquidity

Committee

as

the

administrator

of

the

liquidity

risk

management

program

(the

“Program

Administrator”).

The

Program

Administrator

is

responsible

for

the

administration

and

oversight

of

the

program

and

for

reporting

to

the

Board

on

at

least

an

annual

basis

regarding,

among

other

things,

the

program’s

operation,

adequacy,

and

effectiveness.

The

Program

Administrator

assessed

the

Fund’s

liquidity

risk

profile

based

on

information

gathered

for

the

period

July

1,

2021

through

June

30,

2022

in

order

to

prepare

a

written

report

to

the

Board

for

review

at

its

meeting

held

on

September

15,

2022.

The

Program

Administrator’s

written

report

stated

that:

(i)

the

Fund

is

able

to

meet

redemptions

in

normal

and

reasonably

foreseeable

stressed

conditions

and

without

significant

dilution

of

remaining

shareholders’

interests

in

the

Fund;

(ii)

the

Fund's

strategy

is

appropriate

for

an

open-end

mutual

fund;

(iii)

the

liquidity

classification

determinations

regarding

the

Fund's

portfolio

investments,

which

take

into

account

a

variety

of

factors

and

may

incorporate

analysis

from

one

or

more

third-party

data

vendors,

remained

appropriate;

(iv)

the

Fund

did

not

approach

the

internal

triggers

set

forth

in

the

liquidity

risk

management

program

or

the

regulatory

percentage

limitation

(15%)

on

holdings

in

illiquid

investments;

(v)

it

continues

to

be

appropriate

to

not

set

a

“highly

liquid

investment

minimum”

for

the

Fund

because

the

Fund

primarily

holds

“highly

liquid

investments”;

and

(vi)

the

liquidity

risk

management

program

remains

reasonably

designed

and

adequately

implemented

to

prevent

violations

of

the

Liquidity

Rule.

No

significant

liquidity

events

impacting

the

Fund

or

proposed

changes

to

the

Program

were

noted

in

the

report.

Proxy

Voting

Information

A

description

of

the

policies

and

procedures

that

the

Fund

uses

to

determine

how

to

vote

proxies

relating

to

securities

held

in

the

Fund’s

portfolio

is

available,

without

charge

and

upon

request,

by

calling

(888)

263-5594,

on

the

Fund's

website

at

www.polarisfunds.com,

and

on

the

SEC’s

website

at

www.sec.gov.

The

Fund’s

proxy

voting

record

for

the

most

recent

twelve-month

period

ended

June

30

is

available,

without

charge

and

upon

request,

by

calling

(888)

263-5594,

on

the

Fund's

website

at

www.polarisfunds.com,

and

on

the

SEC’s

website

at

www.sec.gov.

Availability

of

Quarterly

Portfolio

Schedules

The

Fund

files

its

complete

schedule

of

portfolio

holdings

with

the

SEC

for

the

first

and

third

quarters

of

each

fiscal

year

on

Form

N-PORT.

Forms

N-PORT

are

available

free

of

charge

on

the

SEC’s

website

at

www.sec.gov.

23

Polaris

Global

Value

Fund

ADDITIONAL

INFORMATION

(Unaudited)

DECEMBER

31,

2022

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

July

1,

2022

through

December

31,

2022.

Actual

Expenses

–

The

first

line

of

the

table

below

provides

information

about

actual

account

values

and

actual

expenses.

You

may

use

the

information

in

this

line,

together

with

the

amount

you

invested,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

in

the

first

line

under

the

heading

entitled

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

the

period.

Hypothetical

Example

for

Comparison

Purposes

–

The

second

line

of

the

table

below

provides

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

You

may

use

this

information

to

compare

the

ongoing

costs

of

investing

in

the

Fund

and

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

the

expenses

shown

in

the

table

are

meant

to

highlight

your

ongoing

costs

only

and

do

not

reflect

any

transactional

costs,

such

as

redemption

fees

and

exchange

fees.

Therefore,

the

second

line

of

the

table

is

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

In

addition,

if

these

fees

were

included,

your

costs

would

have

been

higher.

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

49.38

%

of

its

income

dividend

distributed

as

qualifying

for

the

corporate

dividends-received

deduction

(DRD)

Beginning

Account

Value

July

1,

2022

Ending

Account

Value

December

31,

2022

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Actual

$

1,000.00‌

$

1,059.51‌

$

5.14‌

0.99%‌

Hypothetical

(5%

return

before

expenses)

$

1,000.00‌

$

1,020.21‌

$

5.04‌

0.99%‌

*

Expenses

are

equal

to

the

Fund’s

annualized

expense

ratio

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half-year

(184)

divided

by

365

to

reflect

the

half-year

period.

24

Polaris

Global

Value

Fund

ADDITIONAL

INFORMATION

(Unaudited)

DECEMBER

31,

2022

and

97.42

%

for

the

qualified

dividend

rate

(QDI)

as

defined

in

Section

1(h)(11)

of

the

Code.

The

Fund

also

designates

7.41

%

as

short-term

capital

gain

dividends

exempt

from

U.S.

tax

for

foreign

shareholders

(QSD).

The

Fund

paid

long-term

capital

gain

dividends

of

$6,852,129.

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

(888)

263-5594

or

visit

the

Fund's

website

at

www.polarisfunds.com.

(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)

2017-2021;

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

25

Polaris

Global

Value

Fund

ADDITIONAL

INFORMATION

(Unaudited)

DECEMBER

31,

2022

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.

Carlyn

Edgar

Born:

1963

Chief

Compliance

Officer

and

Vice

President

Chief

Compliance

Officer

2008-2016

and

2021-current;

Vice

President

since

2008

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

INTENTIONALLY

LEFT

BLANK

INTENTIONALLY

LEFT

BLANK

Annual

Report

DECEMBER

31,

2022

INVESTMENT

ADVISER

Polaris

Capital

Management,

LLC

121

High

Street

Boston,

MA

02110-2475

DISTRIBUTOR

Foreside

Fund

Services,

LLC

Three

Canal

Plaza,

Suite

100

Portland,

ME

04101

www.foreside.com

TRANSFER

AGENT

Apex

Fund

Services

P.O.

Box

588

Portland,

ME

04112

www.apexgroup.com

This

report

is

submitted

for

the

general

information

of

the

shareholders

of

the

Fund.

It

is

not

authorized

for

distribution

to

prospective

investors

unless

preceded

or

accompanied

by

an

effective

prospectus,

which

includes

information

regarding

the

Fund’s

risks,

objectives,

fees

and

expenses,

experience

of

its

management

and

other

information.

225-ANR-1222

Lisanti

Small

Cap

Growth

Fund

Annual

Report

December

31,

2022

Lisanti

Small

Cap

Growth

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

December

31,

2022

1

Dear

Shareholder,

For

the

time

period

July

1,

2022-December

31,

2022,

the

Lisanti

Small

Cap

Growth

Fund

underperformed

its

benchmark,

the

Russell

2000

Growth

Index.

The

Information

Technology,

Financials

and

Consumer

Discretionary

sectors

were

of

benefit

to

the

portfolio,

while

the

Health

Care,

Industrials

and

Energy

sectors

were

of

detriment

to

the

portfolio.

The

trends

seen

in

the

first

half

of

2022

continued

in

the

back

half

of

2022,

with

lower

valuation,

higher

yielding

stocks

outperforming

their

growthier

brethren—those

with

high

Return

on

Invested

Capital

and

high

quality

characteristics.

Unlike

the

first

half

of

the

year,

the

back

half

of

2022

saw

a

bit

more

differentiation

among

companies.

However,

pressures

on

companies

that

missed

earnings

or

underperformed

on

any

metric

continued

to

be

quite

intense,

and

certain

sectors—mainly

those

that

were

higher

growth,

with

concurrent

higher

relative

valuations—continued

to

see

significant

downward

pressure.

We

benefitted

from

our

investment

in

semiconductors

and

idiosyncratic

companies

tied

to

the

rural

telecom

infrastructure

buildout

and

industrial

automation

in

Information

Technology

in

the

back

half

of

the

year,

our

focus

on

insurers

in

Financials

and

our

overweight

in

Consumer

Discretionary

stocks.

The

valuation

compression

in

the

consumer

discretionary

sector

was

severe

as

investors

assumed

that

a

recession

was

imminent.

This

meant

that

investors

heavily

discounted

forward

earnings

estimates

and

in

many

cases

assumed

significant

earnings

declines

would

occur

in

the

back

half

of

2022.

When

those

earnings

declines

failed

to

materialize,

many

of

the

stocks

outperformed.

A

good

example

of

this

phenomenon

was

Crocs.

Crocs

stock

declined

to

the

high

$40s-low

$50s

in

late

June/early

July,

which

equated

to

a

price/earnings

ratio

of

6.0x

2021

earnings,

as

investors

grew

concerned

that

Crocs

would

see

earnings

decline

in

2022.

While

the

company

has

yet

to

report

the

fourth

quarter

of

2022,

Crocs

appears

to

be

on

track

to

have

grown

earnings

over

20%

in

2022;

as

investors

began

to

realize

the

resiliency

of

the

company’s

business

model,

the

stock

moved

up

in

the

back

half

of

2022.

While

we

had

some

successes,

we

also

had

some

disappointments:

in

the

Industrials

sector,

we

had

several

earnings

disappointments,

most

notably

Dycom

Industries

and

Mercury

International,

both

of

which

experienced

bumps

in

their

growth

paths;

SunRun,

which

declined

as

investors

grew

concerned

over

rising

interest

rates

and

their

impact

on

residential

solar

installations;

and

Chart

Industries,

which

announced

an

acquisition

that

would

significantly

increase

its

debt

level,

with

no

clear

plan

at

the

time

of

the

announcement

for

how

the

financing

would

occur

and

only

limited

availability

of

the

growth

profile

of

the

acquisition.

Health

Care

suffered

from

the

decline

of

the

biotech

space;

although

we

were

underweight

that

subsector,

we

did

have

some

investments

in

that

area

and

those

stocks

were

under

pressure

as

most

of

them

will

not

earn

money

for

years;

we

also

saw

continued

disappointment

in

pharmaceutical

and

device

companies

tied

to

procedures,

such

as

Pacira

Biosciences,

Vericel,

and

Orthopedics

Inc.

Our

underweight

position

in

the

Energy

sector

was

also

of

detriment

to

the

portfolio

in

the

second

half

of

2022.

For

the

year

ended

December

31,

2022,

the

Lisanti

Small

Cap

Growth

Fund

underperformed

its

benchmark,

the

Russell

2000

Growth

Index.

As

you

know,

the

level

of

underperformance

relative

to

the

benchmark

is

rare

Lisanti

Small

Cap

Growth

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

December

31,

2022

2

for

us

and

is

typically

only

seen

at

the

end

of

severe

corrections

or

towards

market

bottoms—2008-2009

was

the

last

period

in

which

this

occurred.

Our

investment

process

is

forward

looking;

that

is

because

we

believe,

when

one

invests

in

publicly

traded

smaller

growth

companies,

their

ultimate

value

depends

upon

their

future—what

they

will

become—as

much

as

it

does

what

they

are

now,

in

the

present.

We

believe

that

it

is

their

ability

to

drive

earnings

growth

and

returns

in

investment

above

the

rate

at

which

the

typical

public

company

can

grow,

that

drives

their

stock

prices

and

their

ultimate

value

on

the

public

markets.

When

investors

grow

fearful

of

the

future—particularly

when

that

fear

is

driven

by,

in

part,

concerns

over

an

economic

downturn—investors

tend

to

discount

future

earnings

estimates,

and

are

unwilling

to

pay

premiums

for

a

future

that

appears

uncertain.

Thus,

the

two

main

fundamental

drivers

of

our

investment

process

don’t

work

as

well

during

those

periods.

Additionally,

our

investment

discipline

pushes

us

to

identify

companies

whose

stocks,

we

believe,

are

mispriced

relative

to

their

growth

prospects.

Thus,

as

we

move

through

the

latter

stages

of

a

significant

decline,

we

focus

on

identifying

the

companies

that

can

withstand

the

economic

slowdown

and

come

out

of

it

positioned

to

accelerate

their

growth

and

profitability.

Our

investment

process

can

sometimes

cause

us

to

be

a

bit

early

in

identifying

those

companies—again,

because

we

are

looking

forward--

and

investing

in

them,

during

significant

stock

declines—detract

from

performance.

We

believe

there

will

be

wide

disparity

in

individual

companies’

ability

to

manage

through

this

slowdown.

We

are

focused

on

several

elements

that

we

believe

will

create

a

higher

probability

of

companies

successfully

navigating

and

emerging

from

the

slowdown

strongly

positioned

to

grow:

the

ability

to

raise

prices

and

the

presence

of

internal

growth

drivers—such

as

new

products,

new

areas

of

business,

or

the

ability

to

increase

the

value

of

the

service

or

product

the

company

offers

to

its

end

customers.

As

always,

with

a

fundamentally

driven

process,

the

key

is

in

the

details

of

how

the

company

grows,

and

how

it

plans

to

grow.

We

are

extremely

focused

on

identifying

those

details

and

putting

them

through

the

filter

of

our

experience,

to

make

a

judgement

about

how

likely

the

company

is

to

successfully

navigate

the

economic

backdrop

and

how

well

it

will

be

positioned

to

accelerate

growth

as

we

move

through

the

slowdown/recession

and

into

the

recovery.

As

we

moved

through

the

fourth

quarter

of

2022,

we

saw

an

interesting

dichotomy

develop

in

the

market:

the

top-down

strategists

became

more

and

more

insistent

that

a

recession

was

coming

and

that

corporate

earnings

would

be

negatively

impacted.

At

the

same

time,

the

managements

of

many

smaller

companies

were

actively

reaching

out

to

investors,

either

through

attendance

at

conferences,

or

non-deal

roadshows,

to

speak

about

their

future

growth

prospects.

In

our

experience,

company

managements

only

do

that

when

they

believe

their

stocks

are

“cheap”

relative

to

their

prospective

fundamentals.

As

you

know,

small

companies

are

often

“the

canaries

in

the

coal

mine”

when

it

comes

to

economic

activity;

they

tend

to

see

changes

in

economic

activity

before

the

larger,

S&P

500

companies

do.

We

saw

literally

hundreds

of

smaller

growth

companies

in

the

four

months

from

September

1,

2022,

through

mid-January

of

2023.

Based

on

our

conversations

with

them,

we

draw

several

conclusions:

Lisanti

Small

Cap

Growth

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

December

31,

2022

3

We

realize

that

this

message

is

in

direct

contradiction

to

what

some

market

strategists

are

saying,

and

we

also

realize

that

the

Index

of

Leading

Economic

Indicators

may

suggest

a

more

negative

scenario.

However,

we

believe

it

is

possible

that

some

of

the

normalization

of

backlogs

may

be

distorting

the

LEIs

(for

instance,

many

smaller

companies

are

refusing

to

take

orders

more

than

12

months

out,

which

means

orders

decline

precipitously).

Again,

we

think

the

base

case

is

a

mild

recession,

with

rates

remaining

higher

for

longer

due

to

the

tightness

in

the

labor

market.

Economists

have

estimated

that

we

are

still

“short”

2.5

million

employees;

we

believe

that

means

that

any

individuals

that

are

laid

off

will

have

an

easier

time

finding

work,

which

argues

for

the

unemployment

rate

to

stay

low.

We

think

this

means

that

idiosyncratic

drivers

of

growth

and

individual

company

fundamentals

will

increasingly

matter

more

than

top

down,

macroeconomic

views.

Leaving

aside

the

cyclical

economic

issues,

we

believe

that

secular

challenges

will

remain,

which

may

cause

growth

to

be

slower,

or

more

volatile,

than

in

the

past.

We

are

in

the

midst

of

multiple

transitions:

•

The

odds

of

a

“soft

landing”

have

increased.

Aside

from

housing,

there

is

very

little

slowdown

in

industrial

activity;

and

consumer

spending,

although

slowing

on

the

margin,

is

holding

up

reasonably

well.

Many

of

the

companies

with

whom

we

spoke

continue

to

have

backlogs

that

run

12

months

out

or

more;

a

normalization

of

the

supply

chain

may

allow

them

to

pull

forward

some

sales

in

2023,

increasing

the

odds

that

they

could

exceed

analysts’

expectations.

While

it

is

normal

to

expect

backlogs

to

decline,

there

is

no

indication

that

demand

has

slowed.

•

Margins

may

improve

in

2023

vs.

2022.

Many

smaller

companies

experienced

significant

increases

in

the

cost

of

doing

business

in

2022.

As

prices

for

shipping

costs

and

commodities

normalize,

they

are

in

a

position

to

see

margin

improvement

in

2023,

which

may

lessen

the

impact

of

any

slowdown

in

sales,

should

it

materialize.

This

situation

may

be

unique

to

smaller

companies,

since

they

were

at

the

tail

end

of

the

“food

chain”

on

many

of

these

situations

and

thus

may

have

seen

sharper

increases

in

prices

than

the

larger

companies

who

had

more

pull

with

shippers,

etc.

because

of

their

size.

But

if

this

turns

out

to

be

an

accurate

assessment,

earnings

may

be

better

than

expected

for

many

smaller

companies

in

2023.

•

A

generational

transition

with

employment,

as

the

baby

boomers

retire

and

the

millennials

and

the

generations

after

them

become

more

of

a

force

in

the

workplace.

As

we

know,

they

have

different

requirements

from

the

workplace

and

different

values

from

previous

generations

and

expect

that

to

transform

the

way

we

work,

in

some

cases,

permanently.

Those

changes

may

challenge

commercial

real

estate

and

municipal

and

state

tax

bases.

Lisanti

Small

Cap

Growth

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

December

31,

2022

4

As

a

result

of

all

of

these

transitions

described

above,

we

believe

we

are

in

an

investment

backdrop

that

has

secularly

higher

inflation,

secularly

higher

interest

rates,

and

secularly

slower

growth

than

the

world

before

the

pandemic.

This

is

not

necessarily

a

bad

thing—we

believe

there

will

still

be

opportunities

to

provide

alpha

for

investors—but

it

does

imply

that

investors

must

think

a

bit

differently

about

opportunity

and

risk

in

the

future.

To

reflect

this,

we

have

repositioned

the

portfolio

as

follows:

•

A

transition

from

one

source

of

energy

(fossil

fuels)

to

multiple

sources

of

energy,

including

“clean

energy”.

This

will

cause

major

new

infrastructure

to

arise,

as

we

transition

to

various

other

forms

of

energy

such

as

electric,

hydrogen,

and

smaller

nuclear

reactors

to

replace

the

declining

fossil

fuel

energy

complex.

While

this

creates

increased

costs,

it

also

creates

significant

opportunities.

We

have

seen

some

of

the

potential

of

that

change

as

we

begin

to

move

electric

vehicles

into

the

mainstream;

there

is

more

to

come

as

we

begin

to

transition

our

real

estate

infrastructure

to

cleaner

forms

of

energy

over

the

next

decade.

•

A

restructuring

of

supply

chains,

to

reflect

the

increased

uncertainty

in

the

world,

and

the

cost

of

being

halfway

around

the

world

from

end

markets.

In

a

world

where

political

tensions

were

minimized,

being

truly

global

with

supply

chains

was

a

strong

positive.

In

a

world

where

political

tensions

are

rising,

we

see

many

companies

rethinking

that

strategy.

Restructuring

supply

chains

will

be

an

expensive

but

necessary

undertaking

and

will

take

a

decade

or

longer

to

complete.

Again,

as

with

the

energy

transition,

it

will

give

rise

to

both

risks

and

opportunities.

•

Overweight

Consumer—focused

on

companies

that

should

see

margin

relief

this

year

as

freight

costs

and

commodity

costs

decline,

and

that

have

a

strong

value

proposition

to

offer

consumers

with

their

goods

and/or

experiences.

•

Overweight

Technology

with

a

focus

on

Industrial

Automation,

AI,

very

select

software

companies

that

lower

costs

and

improve

productivity,

and

companies

that

are

tied

to

alternative

energy

(electric

vehicles,

solar,

etc.).

•

Overweight

Industrials

with

a

focus

on

companies

benefitting

from

Aerospace/defense

cycle,

government

spending,

automation,

artificial

intelligence,

and

electric

vehicles/alternative

energy.

Lisanti

Small

Cap

Growth

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

December

31,

2022

5

As

we

look

forward

into

2023,

we

see

a

more

benign

environment

for

our

style

of

investing

than

in

2022.

2022

had

a

number

of

unusual

attributes

that

we

do

not

think

will

be

repeated:

As

we

always

do

at

the

end

of

every

year,

we

examine

our

investment

process

to

see

what

areas

need

to

be

strengthened

and

what

we

need

to

tweak.

As

we

look

into

2023,

we

have

broadened

our

number

of

holdings

from

the

usual

70-90,

to

70-100.

We

believe

that

increasing

the

number

of

names

slightly

may

dampen

the

volatility.

We

are

also

moving

down

in

market

capitalization.

Our

average

weighted

market

capitalization

is

still

over

the

Index’s--$4.36

billion,

versus

$3.35

billion

for

the

Russell

2000

Growth

Index.

We

are

working

•

Underweight

Healthcare—focused

on

biopharma

companies

with

strong

new

product

pipelines,

healthcare

service

companies

that

lower

costs,

and

medtech

companies

that

lower

costs

and

improve

outcomes

in

areas

that

are

“must

do”

as

opposed

to

“nice

to

do”.

•

Underweight

financials

due

to

concerns

over

credit

quality;

focused

on

those

companies

that

benefit

from

rising

rates

and

can

raise

prices.

•

Market

weight

Consumer

Staples—focused

on

specialty

staples

which

can

take

price.

•

Market

weight

Energy

with

a

focus

on

oil

services,

particularly

international.

•

Underweight

communications

services,

real

estate

and

utilities.

•

Shocks

to

the

system:

We

had

several

shocks—the

geopolitical

shock,

the

inflation

shock,

the

supply

chain

shock—that

made

forecasting

the

year

very

difficult.

•

Negative

trading

environment:

54%

of

the

trading

days

in

2022

saw

the

Russell

2000

Index

decline;

this

was

the

second

highest

percentage

of

down

days

since

1984.

•

High

correlation

among

asset

classes:

Asset

correlations

were

the

highest

in

over

40

years.

•

Significant

multiple

compression:

according

to

Credit

Suisse,

low

P/E

stocks

outperformed

high

P/E

stocks

by

a

wide

amount.

In

the

Russell

2000

Index,

according

to

Credit

Suisse,

low

P/E

stocks

outperformed

high

P/E

stocks

by

37.7%.

In

the

Russell

1000

Growth

Index,

low

P/E

stocks

outperformed

high

P/E

stocks

by

34.7%.

Healthcare

had

the

greatest

outperformance

by

low

P/E

stocks,

at

41%.

Again,

we

historically

have

only

seen

this

kind

of

disparity

at

the

end

of

a

cycle

of

underperformance

of

smaller

companies.

Lisanti

Small

Cap

Growth

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

December

31,

2022

6

to

move

our

average

weighted

market

capitalization

to

below

$4.0

billion

by

increasing

the

weighting

in

stocks

with

market

capitalizations

between

$1.0

and

$3.0

billion.

We

are

making

these

changes

because

we

believe

that

we

may

be

at

the

beginning

of

cycle

of

outperformance

for

smaller

capitalization

stocks.

The

last

cycle

of

outperformance

occurred

over

a

decade

ago,

in

1999-2010.

The

secular

challenges

we

describe

above,

as

well

as

the

valuation

disparity

between

smaller

companies

and

larger

companies,

remind

us

of

the

1975-1983

time

frame,

and

the

1990-1996

period;

both

of

those

were

periods

of

reasonably

slower

economic

growth,

as

we

made

numerous

transitions

in

the

economy.

These

were

also

periods

in

which

smaller

capitalization

companies

outperformed

larger

capitalization

companies,

as

they

experienced

faster

earnings

growth

and

had

more

reasonable

valuations.

If

we

are

correct

in

our

assessment

that

we

are

at

the

beginning

of

a

new

profit

cycle

for

smaller

companies,

owning

a

few

more

names

and

moving

smaller

in

market

capitalization

may

be

of

benefit

in

delivering

alpha

to

you,

our

investors.

We

look

for

companies

that

have

three

components:

strong

secular

trends

driving

their

growth

(secular

growth

stocks);

companies

that

are

able

to

drive

growth

through

their

own

internal

initiatives

(structural

growth

stocks);

and

those

companies

that

are

in

the

midst

of

operational

improvements/turnarounds

(transformational

growth).

We

believe

this

focus

is

much

more

important

than

“value”

or

“growth”

moniker,

as

the

market

continues

the

transition

to

an

earnings

driven,

fundamentally

focused

environment.

We

continue

to

work

hard

on

your

behalf;

we

thank

you

for

your

investment

in

the

Fund.

All

of

us

at

Lisanti

Capital

Growth

wish

you

and

yours

a

happy,

healthy

and

prosperous

2023.

Sincerely,

Mary

Lisanti

,

CFA

President

&

Portfolio

Manager

IMPORTANT

RISKS

AND

DISCLOSURES

An

investment

in

the

Fund

is

subject

to

risk,

including

the

possible

loss

of

principal

amount

invested.

The

Fund

invests

in

smaller

companies,

which

carry

greater

risk

than

is

associated

with

larger

companies

for

various

reasons

such

as

narrower

markets,

limited

financial

resources

and

less

liquid

stock.

The

Fund’s

investments

in

growth

securities

may

be

more

sensitive

to

company

earnings

and

more

volatile

than

the

market

in

general.

Investments

in

technology

companies

are

vulnerable

to

factors

affecting

that

sector,

such

as

dependency

on

consumer

and

business

acceptance

as

new

technology

evolves.

Investments

in

Lisanti

Small

Cap

Growth

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

December

31,

2022

7

the

Industrial

sector

can

be

significantly

affected

by

business

cycle

fluctuations,

worldwide

economy

growth,

government

and

corporate

spending

and

others.

Investments

in

Health

Care

companies

may

be

affected

by

government

regulations

and

government

healthcare

programs,

changes

in

the

cost

of

medical

products

and

services,

limited

product

lines,

product

liability

claims,

and

patent

protection,

among

other

factors.

The

views

in

this

report

were

those

of

the

Fund

manager

as

of

December

31,

2022,

and

may

not

necessarily

reflect

her

views

on

the

date

this

report

is

first

published

or

anytime

thereafter.

These

views

are

intended

to

assist

shareholders

in

understanding

the

Fund’s

investment

methodology

and

do

not

constitute

investment

advice.

Although

the

Fund

manager

believes

she

has

a

reasonable

basis

for

any

opinions

or

views

expressed,

actual

results

may

differ,

sometimes

significantly

so,

from

those

expected

or

expressed.

All

current

and

future

holdings

of

the

Fund

are

subject

to

risk

and

are

subject

to

change.

Lisanti

Small

Cap

Growth

Fund

PERFORMANCE

CHART

AND

ANALYSIS

(Unaudited)

December

31,

2022

8

The

following

chart

reflects

the

change

in

the

value

of

a

hypothetical

$10,000

investment,

including

reinvested

dividends

and

distributions,

in

the

Lisanti

Small

Cap

Growth

Fund

(the

“Fund”)

compared

with

the

performance

of

the

benchmark,

Russell

2000

Growth

Index

(“Russell

2000

Growth”),

over

the

past

ten

fiscal

years.

The

Russell

2000

Growth,

the

Fund‘s

primary

performance

benchmark,

measures

the

performance

of

those

Russell

2000

Growth

companies

with

higher

price-to-value

ratios

and

higher

forecasted

growth

values.

The

total

return

of

the

index

includes

the

reinvestment

of

dividends

and

income.

The

total

return

of

the

Fund

includes

operating

expenses

that

reduce

returns,

while

the

total

return

of

the

index

does

not

include

expenses.

The

Fund

is

professionally

managed,

while

the

index

is

unmanaged

and

is

not

available

for

investment.

Comparison

of

Change

in

Value

of

a

$10,000

Investment

Lisanti

Small

Cap

Growth

Fund

vs.

Russell

2000

Growth

Index

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

For

the

most

recent

month-end

performance,

please

call

(800)

441-7031.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratio

(gross)

is

1.56%.

However,

the

Fund’s

adviser has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

proxy

expenses,

and

extraordinary

expenses)

to

1.35%,

through

April

30,

2023

(the

“Expense

Cap”).

The

Expense

Cap

may

be

raised

or

eliminated

only

with

the

consent

of

the

Board

of

Trustees.

The

Adviser

may

be

reimbursed

by

the

Fund

for

fees

waived

and

expenses

reimbursed

by

the

Adviser

pursuant

to

the

Expense

Cap

if

such

payment

is

made

within

three

years

of

the

fee

waiver

or

expense

reimbursement,

and

does

not

cause

the

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

to

exceed

the

lesser

of

(i)

the

then-current

expense

cap,

or

(ii)

the

expense

cap

in

place

at

the

time

the

fees/expenses

were

waived/reimbursed.

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

will

increase

if

exclusions

from

the

Expense

Cap

apply.

During

the

period,

certain

fees

were

waived

and/or

expenses

reimbursed;

otherwise,

returns

would

have

been

lower.

Prior

to

September

19,

2022,

shares

redeemed

within

30

days

of

purchase

were

charged

a

1.00%

redemption

fee.

The

performance

table

and

graph

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

Fund

shares.

Returns

greater

than

one

year

are

annualized.

Average

Annual

Total

Returns

Periods

Ended

December

31,

2022

One

Year

Five

Year

Ten

Year

Lisanti

Small

Cap

Growth

Fund

-37.37%

5.48%

10.79%

Russell

2000

Growth

Index

-26.36%

3.51%

9.20%

Lisanti

Small

Cap

Growth

Fund

SCHEDULE

OF

INVESTMENTS

December

31,

2022

9

See

Notes

to

Financial

Statements.

Shares

Security

Description

Value

Common

Stock

-

97.7%

Communication

Services

-

1.1%

6,210‌

Iridium

Communications,

Inc. 

(a)

$

319,194‌

32,960‌

Magnite,

Inc. 

(a)

349,047‌

668,241‌

Consumer

Discretionary

-

15.7%

9,450‌

Academy

Sports

&

Outdoors,

Inc.

496,503‌

10,605‌

Boot

Barn

Holdings,

Inc. 

(a)

663,024‌

10,165‌

Crocs,

Inc. 

(a)

1,102,191‌

1,035‌

Deckers

Outdoor

Corp. 

(a)

413,131‌

7,820‌

Gentherm,

Inc. 

(a)

510,568‌

10,110‌

KB

Home

322,003‌

3,410‌

Meritage

Homes

Corp. 

(a)

314,402‌

1,795‌

Oxford

Industries,

Inc.

167,258‌

15,570‌

Planet

Fitness,

Inc.,

Class A 

(a)

1,226,916‌

21,240‌

Taylor

Morrison

Home

Corp.,

Class A 

(a)

644,634‌

6,805‌

Texas

Roadhouse,

Inc.

618,915‌

2,360‌

Visteon

Corp. 

(a)

308,759‌

6,670‌

Wingstop,

Inc.

917,925‌

49,475‌

Xponential

Fitness,

Inc.,

Class A 

(a)

1,134,462‌

15,710‌

YETI

Holdings,

Inc. 

(a)

648,980‌

9,489,671‌

Consumer

Staples

-

6.2%

8,645‌

Celsius

Holdings,

Inc. 

(a)

899,426‌

29,635‌

elf

Beauty,

Inc. 

(a)

1,638,816‌

8,060‌

Freshpet,

Inc. 

(a)

425,326‌

5,505‌

MGP

Ingredients,

Inc.

585,622‌

14,520‌

Sovos

Brands,

Inc. 

(a)

208,652‌

3,757,842‌

Energy

-

7.3%

13,840‌

ChampionX

Corp.

401,221‌

15,375‌

Matador

Resources

Co.

880,065‌

36,890‌

Patterson-UTI

Energy,

Inc.

621,228‌

103,260‌

TechnipFMC

PLC 

(a)

1,258,739‌

24,630‌

Weatherford

International

PLC 

(a)

1,254,160‌

4,415,413‌

Financials

-

1.6%

3,595‌

Kinsale

Capital

Group,

Inc.

940,164‌

Health-Care

-

8.2%

5,190‌

Apellis

Pharmaceuticals,

Inc. 

(a)

268,375‌

10,530‌

Axonics,

Inc. 

(a)

658,441‌

12,505‌

Halozyme

Therapeutics,

Inc. 

(a)

711,534‌

15,035‌

Harmony

Biosciences

Holdings,

Inc. 

(a)

828,428‌

7,730‌

Intra-Cellular

Therapies,

Inc. 

(a)

409,072‌

16,515‌

IVERIC

bio,

Inc. 

(a)

353,586‌

860‌

Karuna

Therapeutics,

Inc. 

(a)

168,990‌

1,210‌

Madrigal

Pharmaceuticals,

Inc. 

(a)

351,203‌

Shares

Security

Description

Value

Health-Care

-

8.2%

(continued)

13,595‌

TransMedics

Group,

Inc. 

(a)

$

839,083‌

14,850‌

Veracyte,

Inc. 

(a)

352,391‌

4,941,103‌

Health-Care

Equipment

&

Services

-

16.9%

11,090‌

Acadia

Healthcare

Co.,

Inc. 

(a)

912,929‌

18,870‌

AdaptHealth

Corp. 

(a)

362,681‌

5,775‌

Addus

HomeCare

Corp. 

(a)

574,555‌

9,555‌

Globus

Medical,

Inc. 

(a)

709,650‌

12,885‌

Haemonetics

Corp. 

(a)

1,013,405‌

28,750‌

Inmode,

Ltd. 

(a)

1,026,375‌

5,465‌

Inspire

Medical

Systems,

Inc. 

(a)

1,376,524‌

15,120‌

Paragon

28,

Inc. 

(a)

288,943‌

5,025‌

Penumbra,

Inc. 

(a)

1,117,862‌

1,390‌

Shockwave

Medical,

Inc. 

(a)

285,798‌

20,360‌

Silk

Road

Medical,

Inc. 

(a)

1,076,026‌

28,340‌

Supernus

Pharmaceuticals,

Inc. 

(a)

1,010,888‌

4,845‌

Surgery

Partners,

Inc. 

(a)

134,982‌

1,310‌

The

Ensign

Group,

Inc.

123,939‌

8,075‌

Treace

Medical

Concepts,

Inc. 

(a)

185,644‌

10,200,201‌

Industrials

-

18.2%

3,600‌

AeroVironment,

Inc. 

(a)

308,376‌

6,005‌

Applied

Industrial

Technologies,

Inc.

756,810‌

5,550‌

Arcosa,

Inc.

301,587‌

53,975‌

Array

Technologies,

Inc. 

(a)

1,043,337‌

8,070‌

Casella

Waste

Systems,

Inc. 

(a)

640,032‌

5,500‌

Clean

Harbors,

Inc. 

(a)

627,660‌

2,230‌

Curtiss-Wright

Corp.

372,388‌

15,235‌

Evoqua

Water

Technologies

Corp. 

(a)

603,306‌

21,440‌

Fluor

Corp. 

(a)

743,110‌

13,610‌

Huron

Consulting

Group,

Inc. 

(a)

988,086‌

2,860‌

Kirby

Corp. 

(a)

184,041‌

12,795‌

Knight-Swift

Transportation

Holdings,

Inc.

670,586‌

14,705‌

Montrose

Environmental

Group,

Inc. 

(a)

652,755‌

2,120‌

SiteOne

Landscape

Supply,

Inc. 

(a)

248,718‌

9,755‌

SPX

Technologies,

Inc. 

(a)

640,416‌

4,130‌

Tecnoglass,

Inc.

127,080‌

9,260‌

Terex

Corp.

395,587‌

26,180‌

The

AZEK

Co.,

Inc. 

(a)

531,978‌

26,125‌

WillScot

Mobile

Mini

Holdings

Corp. 

(a)

1,180,066‌

11,015,919‌

Lisanti

Small

Cap

Growth

Fund

SCHEDULE

OF

INVESTMENTS

December

31,

2022

10

See

Notes

to

Financial

Statements.

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

as

of

December

31,

2022. 

The

inputs

or

methodology

used

for

valuing

securities

are

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

For

more

information

on

valuation

inputs,

and

their

aggregation

into

the

levels

used

in

the

table

below,

please

refer

to

the

Security

Valuation

section

in

Note

2

of

the

accompanying

Notes

to

Financial

Statements.

The

Level

1

value

displayed

in

this

table

is

Common

Stock.

The

Level

2

value

displayed

in

this

table

is

a

Money

Market

Fund.

Refer

to

this

Schedule

of

Investments

for

a

further

breakout

of

each

security

by

industry.

Shares

Security

Description

Value

Information

Technology

-

18.2%

18,000‌

Aehr

Test

Systems 

(a)

$

361,800‌

3,825‌

Ambarella,

Inc. 

(a)

314,530‌

10,875‌

Axcelis

Technologies,

Inc. 

(a)

863,040‌

6,220‌

Belden,

Inc.

447,218‌

18,295‌

Box,

Inc. 

(a)

569,523‌

13,930‌

Calix,

Inc. 

(a)

953,230‌

15,260‌

Clear

Secure,

Inc.

418,582‌

21,495‌

Digi

International,

Inc. 

(a)

785,642‌

3,700‌

ExlService

Holdings,

Inc. 

(a)

626,891‌

4,240‌

Gitlab,

Inc.,

Class A 

(a)

192,666‌

34,280‌

Harmonic,

Inc. 

(a)

449,068‌

10,720‌

MACOM

Technology

Solutions

Holdings,

Inc. 

(a)

675,146‌

26,150‌

Model

N,

Inc. 

(a)

1,060,644‌

23,675‌

PagerDuty,

Inc. 

(a)

628,808‌

6,885‌

PDF

Solutions,

Inc. 

(a)

196,360‌

20,990‌

PowerSchool

Holdings,

Inc. 

(a)

484,449‌

17,335‌

Shift4

Payments,

Inc.,

Class A 

(a)

969,546‌

3,215‌

SiTime

Corp. 

(a)

326,708‌

5,455‌

SPS

Commerce,

Inc. 

(a)

700,586‌

11,024,437‌

Technology

-

4.3%

40,470‌

Extreme

Networks,

Inc. 

(a)

741,006‌

4,020‌

Impinj,

Inc. 

(a)

438,903‌

16,950‌

Instructure

Holdings,

Inc. 

(a)

397,308‌

15,835‌

Lattice

Semiconductor

Corp. 

(a)

1,027,375‌

2,604,592‌

Total

Common

Stock

(Cost

$55,789,573)

59,057,583‌

Shares

Security

Description

Value

Money

Market

Fund

-

2.5%

1,515,048‌

First

American

Treasury

Obligations

Fund,

Class X,

4.20% 

(b)

(Cost

$1,515,048)

1,515,048‌

Investments,

at

value

-

100.2%

(Cost

$57,304,621)

$

60,572,631‌

Other

Assets

&

Liabilities,

Net

-

(0.2)%

(98,147‌)

Net

Assets

-

100.0%

$

60,474,484‌

(a)

Non-income

producing

security.

(b)

Dividend

yield

changes

daily

to

reflect

current

market

conditions.

Rate

was

the

quoted

yield

as

of

December

31,

2022.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

59,057,583‌

Level

2

-

Other

Significant

Observable

Inputs

1,515,048‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

60,572,631‌

PORTFOLIO

HOLDINGS

(Unaudited)

%

of

Total

Investments

Communication

Services

1.1‌%

Consumer

Discretionary

15.7‌%

Consumer

Staples

6.2‌%

Energy

7.3‌%

Financials

1.5‌%

Health-Care

8.2‌%

Health-Care

Equipment

&

Services

16.8‌%

Industrials

18.2‌%

Information

Technology

18.2‌%

Technology

4.3‌%

Money

Market

Fund

2.5‌%

100.0‌%

Lisanti

Small

Cap

Growth

Fund

STATEMENT

OF

ASSETS

AND

LIABILITIES

December

31,

2022

11

See

Notes

to

Financial

Statements.

ASSETS

Investments,

at

value

(Cost

$57,304,621)

$

60,572,631‌

Receivables:

Fund

shares

sold

214,234‌

Dividends

5,148‌

Prepaid

expenses

12,278‌

Total

Assets

60,804,291‌

LIABILITIES

Payables:

Fund

shares

redeemed

256,256‌

Accrued

Liabilities:

Investment

adviser

fees

9,439‌

Fund

services

fees

17,214‌

Other

expenses

46,898‌

Total

Liabilities

329,807‌

NET

ASSETS

$

60,474,484‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

88,355,066‌

Accumulated

loss

(27,880,582‌)

NET

ASSETS

$

60,474,484‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

3,818,600‌

NET

ASSET

VALUE

$

15.84‌

Lisanti

Small

Cap

Growth

Fund

STATEMENT

OF

OPERATIONS

YEAR

ENDED

DECEMBER

31,

2022

12

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$51)

$

364,956‌

Total

Investment

Income

364,956‌

EXPENSES

Investment

adviser

fees

804,686‌

Fund

services

fees

262,704‌

Shareholder

service

fees

181,929‌

Custodian

fees

10,322‌

Registration

fees

22,492‌

Professional

fees

42,344‌

Trustees'

fees

and

expenses

6,746‌

Other

expenses

82,599‌

Total

Expenses

1,413,822‌

Fees

waived

(274,732‌)

Net

Expenses

1,139,090‌

NET

INVESTMENT

LOSS

(774,134‌)

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

loss

on

investments

(30,199,467‌)

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

(12,386,669‌)

NET

REALIZED

AND

UNREALIZED

LOSS

(42,586,136‌)

DECREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

(43,360,270‌)

Lisanti

Small

Cap

Growth

Fund

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

13

See

Notes

to

Financial

Statements.

For

the

Years

Ended

December

31,

2022

2021

OPERATIONS

Net

investment

loss

$

(774,134‌)

$

(1,126,276‌)

Net

realized

gain

(loss)

(30,199,467‌)

15,518,297‌

Net

change

in

unrealized

appreciation

(depreciation)

(12,386,669‌)

(5,524,730‌)

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

(43,360,270‌)

8,867,291‌

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

(1,685,297‌)

(24,201,298‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

45,579,915‌

35,793,465‌

Reinvestment

of

distributions

1,255,349‌

22,707,455‌

Redemption

of

shares

(46,428,689‌)

(20,983,404‌)

Redemption

fees

2,141‌

2,361‌

Increase

in

Net

Assets

from

Capital

Share

Transactions

408,716‌

37,519,877‌

Increase

(Decrease)

in

Net

Assets

(44,636,851‌)

22,185,870‌

NET

ASSETS

Beginning

of

Year

105,111,335‌

82,925,465‌

End

of

Year

$

60,474,484‌

$

105,111,335‌

SHARE

TRANSACTIONS

Sale

of

shares

2,269,859‌

1,101,079‌

Reinvestment

of

distributions

75,626‌

915,993‌

Redemption

of

shares

(2,577,880‌)

(644,518‌)

Increase

(Decrease)

in

Shares

(232,395‌)

1,372,554‌

Lisanti

Small

Cap

Growth

Fund

FINANCIAL

HIGHLIGHTS

14

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

year

.

For

the

Years

Ended

December

31,

2022

2021

2020

2019

2018

NET

ASSET

VALUE,

Beginning

of

Year

$

25.95‌

$

30.96‌

$

21.76‌

$

17.71‌

$

18.81‌

INVESTMENT

OPERATIONS

Net

investment

loss

(a)

(0.17‌)

(0.38‌)

(0.28‌)

(0.25‌)

(0.21‌)

Net

realized

and

unrealized

gain

(loss)

(9.51‌)

3.32‌

11.66‌

4.78‌

(0.12‌)

Total

from

Investment

Operations

(9.68‌)

2.94‌

11.38‌

4.53‌

(0.33‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

realized

gain

(0.43‌)

(7.95‌)

(2.18‌)

(0.48‌)

(0.77‌)

Total

Distributions

to

Shareholders

(0.43‌)

(7.95‌)

(2.18‌)

(0.48‌)

(0.77‌)

REDEMPTION

FEES(a)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

NET

ASSET

VALUE,

End

of

Year

$

15.84‌

$

25.95‌

$

30.96‌

$

21.76‌

$

17.71‌

TOTAL

RETURN

(37.37‌)%

10.69‌%

52.85‌%

25.62‌%

(1.90‌)%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000s

omitted)

$

60,474‌

$

105,111‌

$

82,925‌

$

50,637‌

$

33,801‌

Ratios

to

Average

Net

Assets:

Net

investment

loss

(0.91‌)%

(1.14‌)%

(1.17‌)%

(1.20‌)%

(1.02‌)%

Net

expenses

1.35‌%

1.35‌%

1.35‌%

1.35‌%

1.37‌%

Gross

expenses

(c)

1.67‌%

1.61‌%

1.78‌%

1.98‌%

2.32‌%

PORTFOLIO

TURNOVER

RATE

347‌%

264‌%

314‌%

252‌%

220‌%

footertext

(a)

Calculated

based

on

average

shares

outstanding

during

each

year.

(b)

Less

than

$0.01

per

share.

(c)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

Lisanti

Small

Cap

Growth

Fund

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2022

15

Note

1.

Organization

The

Lisanti

Small

Cap

Growth

Fund

(the

“Fund”)

is

a

diversified

portfolio

of

Forum

Funds

(the

“Trust”).

The

Trust

is

a

Delaware

statutory

trust

that

is

registered

as

an

open-end,

management

investment

company

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“Act”).

Under

its

Trust

Instrument,

the

Trust

is

authorized

to

issue

an

unlimited

number

of

the

Fund’s

shares

of

beneficial

interest

without

par

value.

The

Fund

commenced

operations

on

February

27,

2004.

The

Fund

seeks

maximum

capital

appreciation.

Note

2.

Summary

of

Significant

Accounting

Policies

The

Fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

under

Financial

Accounting

Standards

Board

Accounting

Standards

Codification

Topic

946,

“Financial

Services

–

Investment

Companies.”

These

financial

statements

are

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(“GAAP”),

which

require

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities,

the

disclosure

of

contingent

liabilities

at

the

date

of

the

financial

statements,

and

the

reported

amounts

of

increases

and

decreases

in

net

assets

from

operations

during

the

fiscal

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.

Pursuant

to

Rule

2a-5

under

the

Investment

Company

Act,

the

Trust's

Board

of

Trustees

(the

"Board")

has

designated

the

Adviser,

as

defined

in

Note

3,

as

the

Fund's

valuation

designee

to

perform

any

fair

value

determinations

for

securities

and

other

assets

held

by

the

Fund.

The

Adviser

is

subject

to

the

oversight

of

the

Board

and

certain

reporting

and

other

requirements

intended

to

provide

the

Board

the

information

needed

to

oversee

the

Adviser's

fair

value

determinations.

The

Adviser

is

responsible

for

determining

the

fair

value

of

investments

for

which

market

quotations

are

not

readily

available

in

accordance

with

policies

and

procedures

that

have

been

approved

by

the

Board.

Under

these

procedures,

the

Adviser

convenes

on

a

regular

and

ad

hoc

basis

to

review

such

investments

and

considers

a

number

of

factors,

including

valuation

methodologies

and

significant

unobservable

inputs,

when

arriving

at

fair

value.

The

Board

has

approved

the

Adviser’s

fair

valuation

procedures

as

a

part

of

the

Fund’s

compliance

program

and

will

review

any

changes

made

to

the

procedures.

The

Adviser

provides

fair

valuation

inputs.

In

determining

fair

valuations,

inputs

may

include

market-based

analytics

that

may

consider

related

or

comparable

assets

or

liabilities,

recent

transactions,

market

multiples,

book

values

and

other

relevant

investment

information.

Adviser

inputs

may

include

an

income-based

approach

in

which

the

anticipated

future

cash

flows

of

the

investment

are

discounted

in

determining

fair

value.

Lisanti

Small

Cap

Growth

Fund

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2022

16

Discounts

may

also

be

applied

based

on

the

nature

or

duration

of

any

restrictions

on

the

disposition

of

the

investments.

The

Adviser

performs

regular

reviews

of

valuation

methodologies,

key

inputs

and

assumptions,

disposition

analysis

and

market

activity.

Fair

valuation

is

based

on

subjective

factors

and,

as

a

result,

the

fair

value

price

of

an

investment

may

differ

from

the

security’s

market

price

and

may

not

be

the

price

at

which

the

asset

may

be

sold.

Fair

valuation

could

result

in

a

different

NAV

than

a

NAV

determined

by

using

market

quotes.

GAAP

has

a

three-tier

fair

value

hierarchy.

The

basis

of

the

tiers

is

dependent

upon

the

various

“inputs”

used

to

determine

the

value

of

the

Fund’s

investments.

These

inputs

are

summarized

in

the

three

broad

levels

listed

below:

Level

1

-

Quoted

prices

in

active

markets

for

identical

assets

and

liabilities.

Level

2

-

Prices

determined

using

significant

other

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

prepayment

speeds,

credit

risk,

etc.).

Short-term

securities

with

maturities

of

sixty

days

or

less

are

valued

at

amortized

cost,

which

approximates

market

value,

and

are

categorized

as

Level

2

in

the

hierarchy.

Municipal

securities,

long-term

U.S.

government

obligations

and

corporate

debt

securities

are

valued

in

accordance

with

the

evaluated

price

supplied

by

a

pricing

service

and

generally

categorized

as

Level

2

in

the

hierarchy.

Other

securities

that

are

categorized

as

Level

2

in

the

hierarchy

include,

but

are

not

limited

to,

warrants

that

do

not

trade

on

an

exchange,

securities

valued

at

the

mean

between

the

last

reported

bid

and

ask

quotation

and

international

equity

securities

valued

by

an

independent

third

party

with

adjustments

for

changes

in

value

between

the

time

of

the

securities’

respective

local

market

closes

and

the

close

of

the

U.S.

market.

Level

3

-

Significant

unobservable

inputs

(including

the

Fund’s

own

assumptions

in

determining

the

fair

value

of

investments).

The

aggregate

value

by

input

level,

as

of

December

31,

2022,

for

the

Fund’s

investments

is

included

in

the

Fund’s

Schedule

of

Investments.

Security

Transactions,

Investment

Income

and

Realized

Gain

and

Loss

–

Investment

transactions

are

accounted

for

on

the

trade

date.

Dividend

income

is

recorded

on

the

ex-dividend

date.

Foreign

dividend

income

is

recorded

on

the

ex-dividend

date

or

as

soon

as

possible

after

determining

the

existence

of

a

dividend

declaration

after

exercising

reasonable

due

diligence.

Income

and

capital

gains

on

some

foreign

securities

may

be

subject

to

foreign

withholding

taxes,

which

are

accrued

as

applicable.

Interest

income

is

recorded

on

an

accrual

basis.

Premium

is

amortized

to

the

next

call

date

above

par

and

discount

is

accreted

to

maturity

using

the

effective

interest

method.

Identified

cost

of

investments

sold

is

used

to

determine

the

gain

and

loss

for

both

financial

statement

and

federal

income

tax

purposes.

Distributions

to

Shareholders

–

Distributions

to

shareholders

of

net

investment

income,

if

any,

are

declared

and

paid

quarterly.

Distributions

to

shareholders

of

net

capital

gains

and

foreign

currency

gains,

if

any,

are

Lisanti

Small

Cap

Growth

Fund

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2022

17

declared

and

paid

at

least

annually.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Distributions

are

based

on

amounts

calculated

in

accordance

with

applicable

federal

income

tax

regulations,

which

may

differ

from

GAAP.

These

differences

are

due

primarily

to

differing

treatments

of

income

and

gain

on

various

investment

securities

held

by

the

Fund,

timing

differences

and

differing

characterizations

of

distributions

made

by

the

Fund.

Federal

Taxes

–

The

Fund

intends

to

continue

to

qualify

each

year

as

a

regulated

investment

company

under

Subchapter

M

of

Chapter

1,

Subtitle

A,

of

the

Internal

Revenue

Code

of

1986,

as

amended

(“Code”),

and

to

distribute

all

of

its

taxable

income

to

shareholders.

In

addition,

by

distributing

in

each

calendar

year

substantially

all

of

its

net

investment

income

and

capital

gains,

if

any,

the

Fund

will

not

be

subject

to

a

federal

excise

tax.

Therefore,

no

federal

income

or

excise

tax

provision

is

required.

The

Fund

files

a

U.S.

federal

income

and

excise

tax

return

as

required.

The

Fund’s

federal

income

tax

returns

are

subject

to

examination

by

the

Internal

Revenue

Service

for

a

period

of

three

fiscal

years

after

they

are

filed.

As

of

December

31,

2022,

there

are

no

uncertain

tax

positions

that

would

require

financial

statement

recognition,

de-recognition

or

disclosure.

Income

and

Expense

Allocation

–

The

Trust

accounts

separately

for

the

assets,

liabilities

and

operations

of

each

of

its

investment

portfolios.

Expenses

that

are

directly

attributable

to

more

than

one

investment

portfolio

are

allocated

among

the

respective

investment

portfolios

in

an

equitable

manner.

Commitments

and

Contingencies

–

In

the

normal

course

of

business,

the

Fund

enters

into

contracts

that

provide

general

indemnifications

by

the

Fund

to

the

counterparty

to

the

contract.

The

Fund’s

maximum

exposure

under

these

arrangements

is

dependent

on

future

claims

that

may

be

made

against

the

Fund

and,

therefore,

cannot

be

estimated;

however,

based

on

experience,

the

risk

of

loss

from

such

claims

is

considered

remote.

The

Fund

has

determined

that

none

of

these

arrangements

requires

disclosure

on

the

Fund’s

balance

sheet.

Redemption

Fees

–

A

shareholder

who

redeems

or

exchanges

shares

within

30

days

of

purchase

will

incur

a

redemption

fee

of

1.00%

of

the

current

NAV

of

shares

redeemed

or

exchanged,

subject

to

certain

limitations.

The

fee

is

charged

for

the

benefit

of

the

remaining

shareholders

and

will

be

paid

to

the

Fund

to

help

offset

transaction

costs.

The

fee

is

accounted

for

as

an

addition

to

paid-in

capital.

The

Fund

reserves

the

right

to

modify

the

terms

of

or

terminate

the

fee

at

any

time.

There

are

limited

exceptions

to

the

imposition

of

the

redemption

fee.

Redemption

fees

incurred

for

the

Fund,

if

any,

are

reflected

on

the

Statements

of

Changes

in

Net

Assets.

Effective

September

19,

2022,

the

Fund

no

longer

charges

a

redemption

fee.

Note

3.

Fees

and

Expenses

Investment

Adviser

–

Lisanti

Capital

Growth,

LLC

(the

“Adviser”)

is

the

investment

adviser

to

the

Fund.

Pursuant

to

an

investment

advisory

agreement,

the

Adviser

receives

an

advisory

fee,

payable

monthly,

from

the

Fund

at

an

annual

rate

of

0.95%

of

the

Fund’s

average

daily

net

assets.

Lisanti

Small

Cap

Growth

Fund

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2022

18

Shareholder

Service

Plan

–

The

Trust

has

adopted

a

shareholder

service

plan

for

the

Fund

under

which

the

Fund

may

reimburse

the

Fund’s

administrator

for

amounts

paid

by

the

administrator

for

providing

shareholder

service

activities

that

are

not

otherwise

provided

by

the

transfer

agent.

The

Fund’s

administrator

may

make

such

payments

to

various

financial

institutions,

including

the

Adviser,

that

provide

shareholder

servicing

to

their

customers

invested

in

the

Fund

in

amounts

of

up

to

0.25%

annually

of

the

average

daily

net

assets

of

the

Fund.

Distribution

–

Foreside

Fund

Services,

LLC

(the

“Distributor”),

a

wholly

owned

subsidiary

of

Foreside

Financial

Group,

LLC

(doing

business

as

ACA

Group),

acts

as

the

agent

of

the

Trust

in

connection

with

the

continuous

offering

of

shares

of

the

Fund.

The

Fund

does

not

have

a

distribution

(12b-1)

plan;

accordingly,

the

Distributor

does

not

receive

compensation

from

the

Fund

for

its

distribution

services.

The

Adviser

compensates

the

Distributor

directly

for

its

services.

The

Distributor

is

not

affiliated

with

the

Adviser

or

Atlantic

Fund

Administration,

LLC,

a

wholly

owned

subsidiary

of

Apex

US

Holdings

LLC

(d/b/a

Apex

Fund

Services)

(“Apex”)

or

their

affiliates.

Other

Service

Providers

–

Apex

provides

fund

accounting,

fund

administration,

compliance

and

transfer

agency

services

to

the

Fund.

The

fees

related

to

these

services

are

included

in

Fund

services

fees

within

the

Statement

of

Operations.

Apex

also

provides

certain

shareholder

report

production

and

EDGAR

conversion

and

filing

services.

Pursuant

to

an

Apex

Services

Agreement,

the

Fund

pays

Apex

customary

fees

for

its

services.

Apex

provides

a

Principal

Executive

Officer,

a

Principal

Financial

Officer,

a

Chief

Compliance

Officer

and

an

Anti-Money

Laundering

Officer

to

the

Fund,

as

well

as

certain

additional

compliance

support

functions.

Trustees

and

Officers

–

Each

Independent

Trustee’s

annual

retainer

is

$45,000

($55,000

for

the

Chairman),

and

the

Audit

Committee

Chairman

receives

an

additional

$2,000

annually.

The

Trustees

and

Chairman

may

receive

additional

fees

for

special

Board

meetings.

Each

Trustee

is

also

reimbursed

for

all

reasonable

out-

of-pocket

expenses

incurred

in

connection

with

his

or

her

duties

as

a

Trustee,

including

travel

and

related

expenses

incurred

in

attending

Board

meetings.

The

amount

of

Trustees’

fees

attributable

to

the

Fund

is

disclosed

in

the

Statement

of

Operations.

Certain

officers

of

the

Trust

are

also

officers

or

employees

of

the

above

named

service

providers,

and

during

their

terms

of

office

received

no

compensation

from

the

Fund.

Note

4.

Fees

Waived

The

Adviser

has

contractually

agreed

to

waive

its

fee

and/or

reimburse

expenses

to

limit

total

annual

fund

operating

expenses

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

proxy

expenses,

and

extraordinary

expenses)

to

1.35%

through

April

30,

2023.

Other

Fund

service

providers

have

voluntarily

agreed

to

waive

a

portion

of

their

fees.

The

contractual

waivers

may

only

be

raised

or

eliminated

with

the

consent

of

the

Board

and

voluntary

fee

waivers

may

be

reduced

or

eliminated

at

any

time.

For

the

year

ended

December

31,

2022

,

fees

waived

were

as

follows:

Lisanti

Small

Cap

Growth

Fund

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2022

19

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

December

31,

2022,

$541,831

is

subject

to

recapture

by

the

Adviser.

Note

5.

Security

Transactions

The

cost

of

purchases

and

proceeds

from

sales

of

investment

securities

(including

maturities),

other

than

short-term

investments

during

the

year

ended

December

31,

2022,

totaled

$285,760,857

and

$284,706,650,

respectively.

Note

6.

Federal

Income

Tax

As

of

December

31,

2022

,

the

cost

of

investments

for

federal

income

tax

purposes

is

$58,895,831

and

the

components

of

net

unrealized

appreciation

consists

of:

Distributions

paid

during

the

fiscal

years

ended

as

noted

were

characterized

for

tax

purposes

as

follows:

As

of

December

31,

2022,

distributable

earnings

on

a

tax

basis

were

as

follows:

The

difference

between

components

of

distributable

earnings

on

a

tax

basis

and

the

amounts

reflected

in

the

Statement

of

Assets

and

Liabilities

are

primarily

due

to

wash

sales.

For

the

year

ended

December

31,

2022,

the

Fund

had

$29,557,382

in

short

term

capital

loss

carry

Investment

Adviser

Fees

Waived

Other

Waivers

Total

Fees

Waived

and

Expenses

Reimbursed

$

223,139‌

$

51,593‌

$

274,732‌

Gross

Unrealized

Appreciation

$

3,278,604‌

Gross

Unrealized

Depreciation

(1,601,804‌)

Net

Unrealized

Appreciation

$

1,676,800‌

2022

2021

Ordinary

Income

$

–‌

$

18,710,341‌

Long-Term

Capital

Gain

1,685,297‌

5,490,957‌

$

1,685,297‌

$

24,201,298‌

Capital

and

Other

Losses

$

(29,557,382‌)

Unrealized

Appreciation

1,676,800‌

Total

$

(27,880,582‌)

Lisanti

Small

Cap

Growth

Fund

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2022

20

forwards

that

have

no

expiration

date.

On

the

Statement

of

Assets

and

Liabilities,

as

a

result

of

permanent

book

to

tax

differences,

certain

amounts

have

been

reclassified

for

the

year

ended

December

31,

2022.

The

following

reclassification

was

the

result

of

net

operating

loss

and

has

no

impact

on

the

net

assets

of

the

Fund.

Note

7.

Subsequent

Events

Subsequent

events

occurring

after

the

date

of

this

report

through

the

date

these

financial

statements

were

issued

have

been

evaluated

for

potential

impact,

and

the

Fund

has

had

no

such

events.

Management

has

evaluated

the

need

for

additional

disclosures

and/or

adjustments

resulting

from

subsequent

events.

Based

on

this

evaluation,

no

additional

disclosures

or

adjustments

were

required.

Accumulated

Loss

$

774,992‌

Paid-in-Capital

(774,992‌)

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

21

To

the

Board

of

Trustees

of

Forum

Funds

and

the

Shareholders

of

Lisanti

Small

Cap

Growth

Fund

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities

of

Lisanti

Small

Cap

Growth

Fund,

a

series

of

shares

of

beneficial

interest

in

Forum

Funds

(the

“Fund”),

including

the

schedule

of

investments,

as

of

December

31,

2022,

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

December

31,

2022,

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.

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

22

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

December

31,

2022

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

2008.

Philadelphia,

Pennsylvania

February

24,

2023

Lisanti

Small

Cap

Growth

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2022

23

Investment

Advisory

Agreement

Approval

At

the

September

15,

2022,

Board

meeting,

the

Board,

including

the

Independent

Trustees,

considered

the

approval

of

the

continuance

of

the

investment

advisory

agreement

between

the

Adviser

and

the

Trust

pertaining

to

the

Lisanti

Small

Cap

Growth

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

assisted

by

the

advice

of

Trustee

counsel.

At

the

Meeting,

the

Board

reviewed,

among

other

matters:

(1)

the

nature,

extent

and

quality

of

the

services

provided

to

the

Fund

by

the

Adviser,

including

information

on

the

investment

performance

of

the

Fund

and

the

Adviser;

(2)

the

costs

of

the

services

provided

and

profitability

to

the

Adviser

of

its

relationship

with

the

Fund;

(3)

the

advisory

fee

and

total

expense

ratio

of

the

Fund

as

compared

to

those

of

a

relevant

peer

group

of

funds;

(4)

the

extent

to

which

economies

of

scale

may

be

realized

as

the

Fund

grows

and

whether

the

advisory

fee

enables

the

Fund's

investors

to

share

in

the

benefits

of

economies

of

scale;

and

(5)

other

benefits

received

by

the

Adviser

from

its

relationship

with

the

Fund.

In

addition,

the

Board

recognized

that

the

evaluation

process

with

respect

to

the

Adviser

was

an

ongoing

one

and,

in

this

regard,

the

Board

considered

information

provided

by

the

Adviser

at

regularly

scheduled

meetings

during

the

past

year.

Nature,

Extent

and

Quality

of

Services

Based

on

written

materials

received,

a

presentation

from

a

senior

representative

of

the

Adviser

and

a

discussion

with

the

Adviser

about

the

Adviser’s

personnel,

operations

and

financial

condition,

the

Board

considered

the

quality

of

services

provided

by

the

Adviser

under

the

Advisory

Agreement.

In

this

regard,

the

Board

considered

information

regarding

the

experience,

qualifications

and

professional

background

of

the

portfolio

manager

and

other

personnel

at

the

Adviser

providing

services

to

the

Fund,

as

well

as

the

investment

philosophy

and

decision-making

process

of

the

Adviser

and

the

capability

and

integrity

of

the

Adviser’s

senior

management

and

staff.

The

Board

considered

also

the

adequacy

of

the

Adviser’s

resources.

The

Board

noted

the

Adviser’s

representations

that

the

firm

is

in

stable

financial

condition

and

has

the

operational

capability

and

the

necessary

staffing

and

experience

to

continue

providing

high-quality

investment

advisory

services

to

the

Fund.

Based

on

the

presentation

and

the

materials

provided

by

the

Adviser

in

connection

with

the

Board’s

consideration

of

the

renewal

of

the

Advisory

Agreement,

among

other

relevant

factors,

the

Board

concluded

that,

overall,

it

was

satisfied

with

the

nature,

extent

and

quality

of

services

to

be

provided

to

the

Fund

under

the

Advisory

Agreement.

Lisanti

Small

Cap

Growth

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2022

24

Performance

In

connection

with

a

presentation

by

the

Adviser

regarding

its

approach

to

managing

the

Fund,

the

Board

considered

the

performance

of

the

Fund

compared

to

its

primary

benchmark

index

and

compared

to

an

independent

peer

group

of

funds

identified

by

Strategic

Insight,

Inc.

(“Strategic

Insight”)

as

having

characteristics

similar

to

the

Fund

(“Peer

Group”).

The

Board

observed

that

the

Fund

underperformed

the

Russell

2000

Growth

Index,

the

Fund’s

primary

benchmark

index,

for

the

one-year

period

ended

June

30,

2022,

and

outperformed

the

benchmark

for

the

three-,

five-,

and

10-year

periods

ended

June

30,

2022,

and

for

the

period

since

the

Fund’s

inception

on

February

27,

2004.

The

Board

noted

the

Adviser’s

representation

that

the

Fund’s

underperformance

over

the

one-year

period

relative

to

the

benchmark

could

be

attributed,

at

least

in

part,

to

sector

allocation,

and

that

the

Fund’s

outperformance

over

longer

periods

could

be

attributed

to

strong

returns

generated

by

individual

stock

selection,

as

opposed

to

overweight

or

underweight

exposure

to

certain

sectors

of

the

market

relative

to

the

benchmark.

The

Board

also

observed

that,

based

on

the

information

provided

by

Strategic

Insight,

the

Fund

underperformed

the

average

of

the

Peer

Group

for

the

one-

and

three-year

periods

ended

June

30,

2022,

and

outperformed

the

average

of

the

Peer

Group

for

the

five-

and

10-year

periods

June

30,

2022.

The

Board

noted

the

Adviser’s

representations

that,

although

the

Peer

Group

includes

an

array

of

funds

that

are

classified

as

small

cap

growth

funds,

similar

to

the

Fund,

most

of

the

funds

in

the

Peer

Group

employ

investment

strategies

that

differ

from

the

investment

strategy

of

the

Fund

insofar

as

the

Fund

tends

to

have

a

slightly

lower

market

capitalization

range

and

slightly

higher

growth

rate

than

those

of

the

funds

in

the

Peer

Group,

which

can

result

in

the

type

of

performance

disparity

experienced

over

the

one-

and

three-year

periods

relative

to

the

Peer

Group.

Based

on

the

foregoing

and

other

applicable

considerations,

the

Board

determined

that

the

Fund

and

its

shareholders

could

benefit

from

the

Adviser’s

continued

management

of

the

Fund.

Compensation

The

Board

evaluated

the

Adviser’s

compensation

for

providing

advisory

services

to

the

Fund

and

analyzed

comparative

information

on

the

net

advisory

fee

rate

and

total

expense

ratio

of

the

Fund

compared

to

its

Peer

Group.

The

Board

observed

that,

although

the

Adviser’s

advisory

fee

rate

and

the

Fund’s

total

expense

ratio

were

each

higher

than

the

median

of

the

funds

in

the

Peer

Group,

the

Adviser

believed

each

to

be

within

a

reasonable

range

of

the

Peer

Group

median.

In

addition,

the

Board

noted

that

the

Adviser

had

contractually

agreed

to

waive

its

fees

or

reimburse

Fund

expenses

to

the

extent

necessary

to

keep

the

total

expenses

of

the

Fund

(subject

to

certain

exceptions)

at

or

below

1.35%.

Based

on

the

foregoing

and

other

applicable

considerations,

the

Board

concluded

that

the

advisory

fee

rate

charged

to

the

Fund

was

reasonable.

Cost

of

Services

and

Profitability

The

Board

evaluated

information

provided

by

the

Adviser

regarding

the

costs

of

services

and

its

profitability

with

respect

to

the

Fund.

In

this

regard,

the

Board

considered

the

Adviser’s

resources

devoted

to

the

Fund,

as

well

as

the

information

provided

by

the

Adviser

regarding

the

costs

and

profitability

of

its

Fund

activities.

The

Board

noted

the

Adviser’s

representation

that,

although

the

Adviser

did

not

maintain

separately

Lisanti

Small

Cap

Growth

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2022

25

identifiable

profit

and

loss

information

for

the

Fund

relative

to

its

other

advisory

businesses,

the

Adviser

believed

that

its

profit

margin

from

the

Fund

was

reasonable

considering

the

services

provided

and

that

the

Fund

required

significantly

more

attention

and

resources

than

other

accounts

managed

by

the

Adviser.

The

Board

also

noted

the

Adviser’s

representation

that

the

Adviser

was

subsidizing

the

Fund’s

operations

by

forgoing

a

portion

of

its

advisory

fee

in

accordance

with

the

contractual

expense

cap.

Based

on

these

and

other

applicable

considerations,

including

financial

statements

from

the

Adviser

indicating

its

profitability

and

expenses

from

overall

operations,

the

Board

concluded

that

the

Adviser’s

costs

of

services

and

profits

attributable

to

management

of

the

Fund

were

reasonable.

Economies

of

Scale

The

Board

evaluated

whether

the

Fund

would

benefit

from

any

economies

of

scale.

In

this

regard,

the

Board

considered

the

Fund’s

fee

structure,

asset

size,

and

net

expense

ratio.

The

Board

also

considered

the

Adviser’s

representation

that

the

Fund

could

potentially

benefit

from

economies

of

scale

if

its

assets

were

to

increase

but

that,

in

light

of

the

Fund’s

relatively

low

and

declining

asset

level

and

the

costly,

research-

intensive

nature

of

the

Fund’s

investment

strategy,

the

Adviser

was

not

proposing

breakpoints

in

the

advisory

fee

at

this

time.

Based

on

the

foregoing

information,

and

in

light

of

the

size

of

the

Fund

and

the

recent

decline

in

the

Fund’s

assets,

the

Board

concluded

that

any

existing

economies

of

scale

were

addressed

in

the

Fund’s

expense

cap

structure

and

that

the

information

presented

was

consistent

with

the

renewal

of

the

Advisory

Agreement

at

current

fee

levels.

Other

Benefits

The

Board

noted

the

Adviser’s

representation

that

it

would

be

receiving

a

benefit

arising

from

the

use

of

soft

dollars

in

connection

with

Fund

trades

for

the

acquisition

of

research

that

would

benefit

not

only

the

Fund,

but

potentially

other

clients

of

the

Adviser.

The

Board

concluded

that

the

other

benefits

received

were

not

a

material

factor

in

approving

the

Advisory

Agreement.

Conclusion

The

Board

did

not

identify

any

single

factor

as

being

of

paramount

importance,

and

different

Trustees

may

have

given

different

weight

to

different

factors.

The

Board

reviewed

a

memorandum

from

Fund

counsel

discussing

the

legal

standards

applicable

to

its

consideration

of

the

Advisory

Agreement.

Based

on

its

review,

including

consideration

of

each

of

the

factors

referenced

above,

the

Board

determined,

in

the

exercise

of

its

reasonable

business

judgment,

that

the

advisory

arrangement,

as

outlined

in

the

Advisory

Agreement,

was

fair

and

reasonable

in

light

of

the

services

performed

or

to

be

performed,

expenses

incurred

or

to

be

incurred

and

such

other

matters

as

the

Board

considered

relevant.

Liquidity

Risk

Management

Program

The

Fund

has

adopted

and

implemented

a

written

liquidity

risk

management

program,

as

required

by

Rule

22e-4

(the

“Liquidity

Rule”)

under

the

Investment

Company

Act

of

1940,

as

amended.

The

liquidity

Lisanti

Small

Cap

Growth

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2022

26

risk

management

program

is

reasonably

designed

to

assess

and

manage

the

Fund’s

liquidity

risk,

taking

into

consideration,

among

other

factors,

the

Fund's

investment

strategy

and

the

liquidity

of

the

portfolio

investments

during

normal

and

reasonably

foreseeable

stressed

conditions,

its

short

and

long-term

cash

flow

projections

and

its

cash

holdings

and

access

to

other

funding

sources.

The

Board

approved

the

designation

of

a

Liquidity

Committee

as

the

administrator

of

the

liquidity

risk

management

program

(the

“Program

Administrator”).

The

Program

Administrator

is

responsible

for

the

administration

and

oversight

of

the

program

and

for

reporting

to

the

Board

on

at

least

an

annual

basis

regarding,

among

other

things,

the

program’s

operation,

adequacy,

and

effectiveness.

The

Program

Administrator

assessed

the

Fund’s

liquidity

risk

profile

based

on

information

gathered

for

the

period

July

1,

2021

through

June

30,

2022

in

order

to

prepare

a

written

report

to

the

Board

for

review

at

its

meeting

held

on

September

15,

2022.

The

Program

Administrator’s

written

report

stated

that:

(i)

the

Fund

is

able

to

meet

redemptions

in

normal

and

reasonably

foreseeable

stressed

conditions

and

without

significant

dilution

of

remaining

shareholders’

interests

in

the

Fund;

(ii)

the

Fund's

strategy

is

appropriate

for

an

open-end

mutual

fund;

(iii)

the

liquidity

classification

determinations

regarding

the

Fund's

portfolio

investments,

which

take

into

account

a

variety

of

factors

and

may

incorporate

analysis

from

one

or

more

third-party

data

vendors,

remained

appropriate;

(iv)

the

Fund

did

not

approach

the

internal

triggers

set

forth

in

the

liquidity

risk

management

program

or

the

regulatory

percentage

limitation

(15%)

on

holdings

in

illiquid

investments;

(v)

it

continues

to

be

appropriate

to

not

set

a

“highly

liquid

investment

minimum”

for

the

Fund

because

the

Fund

primarily

holds

“highly

liquid

investments”;

and

(vi)

the

liquidity

risk

management

program

remains

reasonably

designed

and

adequately

implemented

to

prevent

violations

of

the

Liquidity

Rule.

No

significant

liquidity

events

impacting

the

Fund

or

proposed

changes

to

the

Program

were

noted

in

the

report.

Proxy

Voting

Information

A

description

of

the

policies

and

procedures

that

the

Fund

uses

to

determine

how

to

vote

proxies

relating

to

securities

held

in

the

Fund’s

portfolio

is

available,

without

charge

and

upon

request,

by

calling

(800)

441-7031

and

on

the

U.S.

Securities

and

Exchange

Commission's

(the

"SEC")

website

at

www.sec.gov.

The

Fund’s

proxy

voting

record

for

the

most

recent

twelve-month

period

ended

June

30

is

available,

without

charge

and

upon

request,

by

calling

(800)

441-7031

and

on

the

SEC’s

website

at

www.sec.gov.

Availability

of

Quarterly

Portfolio

Schedules

The

Fund

files

its

complete

schedule

of

portfolio

holdings

with

the

SEC

for

the

first

and

third

quarters

of

each

fiscal

year

on

Form

N-PORT.

Forms

N-PORT

are

available

free

of

charge

on

the

SEC’s

website

at

www.sec.gov.

Shareholder

Expense

Example

As

a

shareholder

of

the

Fund,

you

incur

two

types

of

costs:

(1)

transaction

costs,

including

redemption

fees

and

exchange

fees,

and

(2)

ongoing

costs,

including

management

fees

and

other

Fund

expenses.

This

Lisanti

Small

Cap

Growth

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2022

27

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

Fund,

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

The

example

is

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

for

the

entire

period

from

July

1,

2022

through

December

31,

2022.

Actual

Expenses

–

The

first

line

of

the

table

below

provides

information

about

actual

account

values

and

actual

expenses.

You

may

use

the

information

in

this

line,

together

with

the

amount

you

invested,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

in

the

first

line

under

the

heading

entitled

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

the

period.

Hypothetical

Example

for

Comparison

Purposes

–

The

second

line

of

the

table

below

provides

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

You

may

use

this

information

to

compare

the

ongoing

costs

of

investing

in

the

Fund

and

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

the

expenses

shown

in

the

table

are

meant

to

highlight

your

ongoing

costs

only

and

do

not

reflect

any

transactional

costs,

such

as

redemption

fees

and

exchange

fees.

Therefore,

the

second

line

of

the

table

is

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

In

addition,

if

these

transactional

costs

had

been

included,

your

costs

would

have

been

higher.

Federal

Tax

Status

of

Dividends

Declared

during

the

Fiscal

Year

Pursuant

to

Section

852

(b)(3)

of

the

Internal

Revenue

Code,

the

Fund

designates

$1,685,297

as

long-term

capital

gain

dividends

for

the

year.

Beginning

Account

Value

July

1,

2022

Ending

Account

Value

December

31,

2022

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Actual

$

1,000.00

$

980.70

$

6.74

1.35%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,018.40

$

6.87

1.35%

*

Expenses

are

equal

to

the

Fund’s

annualized

expense

ratio

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half-year

(184)

divided

by

365

to

reflect

the

half-year

period.

Lisanti

Small

Cap

Growth

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2022

28

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)

441-7031.

(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)

2017-

2021;

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

Lisanti

Small

Cap

Growth

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2022

29

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.

Carlyn

Edgar

Born:

1963

Chief

Compliance

Officer

and

Vice

President

Chief

Compliance

Officer

2008-2016

and

2021-current;

Vice

President

since

2008

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Lisanti

Small

Cap

Growth

Fund

P.O.

Box

588

Portland,

ME

04112

(800)

441-7031

www.lisantismallcap.com

Investment

Adviser

Lisanti

Capital

Growth,

LLC

777

Third

Avenue,

14th

Floor

New

York,

NY

10017

Distributor

Foreside

Fund

Services,

LLC

Three

Canal

Plaza

Suite

100

Portland,

ME

04101

www.foreside.com

This

report

is

submitted

for

the

general

information

of

the

shareholders

of

the

Fund.

It

is

not

authorized

for

distribution

to

prospective

investors

unless

preceded

or

accompanied

by

an

effective

prospectus,

which

includes

information

regarding

the

Fund’s

risks,

objectives,

fees

and

expenses,

experience

of

its

management

and

other

information.

228

-

ANR

-

1222

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 $44,900 in 2021 and $44,900 in 2022.

(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 2021 and $0 in 2022. 

(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 $9,000 in 2021 and $9,000 in 2022. 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 2021 and $0 in 2022.

(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 2021 and $0 in 2022. 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.

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

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

ITEM 11. CONTROLS AND PROCEDURES

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

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

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

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

Not applicable.

ITEM 13. EXHIBITS.

(a)(1)  Code of Ethics (Exhibit filed herewith)

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

(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. (Exhibit filed herewith)

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:	March 3, 2023

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

By:	/s/ Jessica Chase
	Jessica Chase, Principal Executive Officer
Date:	March 3, 2023

By:	/s/ Karen Shaw
	Karen Shaw, Principal Financial Officer
Date:	March 3, 2023