N-CSR 1 primary-document.htm
As filed with the Securities and Exchange Commission on July 7, 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
 
 
Zachary Tackett, Principal Executive Officer
Three Canal Plaza, Suite 600
Portland, Maine 04101
207-347-2000
 
 
Date of fiscal year end April 30, 2023
 
Date of reporting period: May 1, 2022 – April 30, 2023
 
 

ITEM 1. REPORT TO STOCKHOLDERS.
 
MONONGAHELA
ALL
CAP
VALUE
FUND
Annual
Report
April
30,
2023
MONONGAHELA
ALL
CAP
VALUE
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
April
30,
2023
1
Dear
Shareholder,
We
are
pleased
to
offer
this
annual
report
for
the
Monongahela
All
Cap
Value
Fund
(the
“Fund”)
for
the
period
from
May
1
st
,
2022
to
April
30
th
,
2023.
For
this
period,
the
Fund
was
up
0.08%;
the
S&P
500
®
Index
(the
“S&P
500”),
an
index
that
tracks
the
performance
of
the
500
largest
publicly
traded
companies
in
the
US
weighted
by
market
capitalization,
was
up
2.66%;
the
Russell
2000
®
Value
Index,
an
index
that
tracks
the
performance
of
US
small
market
capitalization
companies,
was
down
7.99%.
Since
our
mid-year
report
on
October
31,
2022,
the
Fund
was
up
4.41%
while
the
S&P
500
was
up
8.63%
and
the
Russell
2000
®
Value
Index
was
down
6.72%.
The
divergence
between
the
performance
of
large
cap
growth
and
small
cap
value
styles
of
investing
continued
during
our
fiscal
year
ending
April
30th,
2023.
The
year
was
a
tale
of
diverging
halves.
In
the
first
six
months
of
our
fiscal
year,
the
Fund,
with
its
mid-
cap
value
orientation,
outperformed
the
S&P
500
while
the
second
half
saw
the
S&P
500
rebounding
strongly
and
outperforming
the
Monongahela
All
Cap
Value
Fund.
During
the
last
six
months
of
our
fiscal
year,
November
1st,
2022
to
April
30th,
2023,
the
capitalization
weighted
S&P
500,
dominated
by
the
mega-cap
technology
companies,
has
soared
on
the
potential
of
artificial
intelligence
(AI).
Forecasts
by
leading
experts
have
ignited
interest
in
technology
companies
like
Nvidia,
a
leader
in
advanced
chip
technology
necessary
for
AI
computing.
Nvidia’s
stock
has
advanced
approximately
170%
in
the
first
five
months
of
2023
and
briefly
crossed
$1
trillion
in
market
capitalization.
Interestingly,
the
heavy
technology
weighting
in
the
S&P
500
has
propelled
the
index
to
a
9.5%
gain
in
the
first
five
months
of
2023,
while
the
equal
weighted
S&P
500
return
is
slightly
negative
for
the
same
period.
The
divergence
in
the
two
averages
is
noteworthy;
sustained
bull
markets
are
usually
built
on
a
broad
base
of
participating
companies
rather
than
the
very
narrow
rally
occurring
in
the
S&P
500.
While
the
forecast
for
AI
is
tantalizing,
forecasting
is
an
inherently
difficult
task,
especially
forecasting
many
years
into
the
future.
In
periods
of
seismic
change,
like
the
significant
impact
AI
may
have
on
our
lives
and
the
market,
forecasters
tend
to
extrapolate
the
shortest
of
trends
into
long
term
forecast.
One
of
our
favorite
research
pieces
we
wrote
in
March
of
2009
during
the
dark
days
of
the
financial
crisis
reflected
on
the
absurdity
of
extrapolating
long-term
trends
from
specific
short
term
data.
As
manager
of
your
value
fund,
we
adhere
to
a
discipline
in
analyzing
all
sectors,
including
technology.
We
are
and
have
been
studying
AI
for
a
while
and
the
impact
on
society
and
companies.
We
have
investments
in
your
portfolio
that
we
believe
should
be
the
beneficiaries
of
the
growth
of
AI
(e.g.
Coherent
Corp),
but
as
value
investors,
we
like
to
have
a
margin
of
safety,
buying
below
intrinsic
value,
in
all
of
our
investments.
Divergence
like
we
are
currently
seeing
in
the
averages
would
suggest
some
risk
and
markets
do
tend
to
revert
to
the
mean
over
time.
In
that
reversion,
we
will
seek
opportunities
in
displaced
sectors
and
companies,
knowing
that
the
lower
Mississippi
is
still
seven
hundred
and
forty-two
miles
long.
Baxter
International,
Inc.
was
added
to
the
portfolio
since
our
semi-annual
report
on
October
31,
2022,
increasing
our
healthcare
sector
exposure
to
18.4%.
The
company’s
legacy
medical
products
focus
on
treating
kidney
disease
and
other
chronic
and
acute
medical
conditions.
Baxter
completed
the
acquisition
of
Hill-Rom
in
late
2021
for
$12.4
billion
and
the
stock
closed
2021
at
$85.84
per
share.
Hill-Rom
provides
healthcare
products
including
smart
beds
and
surfaces,
patient
monitoring
systems,
diagnostic
products,
and
non-invasive
respiratory
therapy.
Increased
debt
levels
and
slow
integration
of
the
merger
left
the
stock
vulnerable
and
Baxter’s
stock
has
declined
more
than
50%
since
December
31st,
2021.
This
provided
an
entry
point
in
the
low
40’s,
we
believe
at
a
significant
discount
to
intrinsic
value.
Recently
the
company
sold
its
BioPharma
Solutions
for
$4.25
billion
in
cash,
allowing
for
accelerated
debt
reduction.
The
merged
companies
are
beginning
to
see
operational
efficiencies
that
we
believe
should
lead
to
a
return
to
historical
levels
of
profit
margins.
Sector
changes
are
driven
from
bottom-up
analysis
and
our
Consumer
Staples
sector
allocation
increased
from
9.9%
to
12%,
Healthcare
increased
from
14.5%
to
18.4%,
Financials
increased
from
7.2%
to
9.6%
and
Industrials
increased
from
19.7%
Note
that
as
the
Mississippi
River
winds
through
the
heart
of
America,
flooding
occurs
cyclically,
not
annually.
When
the
Mississippi
does
flood,
the
river
diverts
it
course,
flowing
across
the
numerous
low
lying
sand
bars,
cutting
new
channels
that
eventually
become
the
main
channel.
Mark
Twain
observed
this
phenomenon
and
commented
on
it
in
his
novel
“Life
on
the
Mississippi.”
Twain
noted
that
the
river
had
been
shortening
its
route
by
just
over
a
mile
a
year
for
a
number
of
years.
Twain,
tongue
in
cheek,
extended
that
trend,
noting
that
“Any
person
can
see
that
seven
hundred
and
forty-two
years
from
now
the
lower
Mississippi
will
be
only
a
mile
and
three
quarters
long.”
MONONGAHELA
ALL
CAP
VALUE
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
April
30,
2023
2
to
23.1%.
The
collapse
and
stress
in
the
banking
sector
have
provided
opportunities
for
additions
to
positions
in
well
run
companies
like
MetLife,
Inc.
and
PNC
Financial
Services
Group,
Inc.
at
discounted
values.
Our
exposure
to
Information
Technology
declined
in
the
year
ending
April
30th,
2023
from
16%
to
9.1%.
The
reduction
occurred
primarily
with
the
sale
of
our
position
in
Seagate
Technology.
While
we
are
extremely
long
term
in
our
investments
holding
periods,
when
we
notice
structural
changes
in
successive
quarterly
earnings,
we
challenge
our
original
thesis
for
purchasing
the
position.
In
the
case
of
Seagate,
demand
has
been
weakening,
putting
pressure
on
margins
and
profitability.
Shareholder
equity
has
been
drifting
lower
and
is
now
negative.
While
some
analysts
place
less
emphasis
on
shareholder
equity,
experience
tells
us
that
declining
shareholder
equity
weakens
the
financial
strength
of
a
company,
reduces
the
ability
to
grow,
and
eventually
leads
to
dividend
reduction
or
elimination.
Finally,
after
years
of
zero
yield
on
T-Bills
and
money
market
funds,
we
have
initiated
T-Bill
purchases
to
complement
our
cash/cash
equivalent
positions.
Treasuries
with
less
than
a
year
maturity
are
yielding
around
5
%.
Thank
you
for
your
investment
with
us
and
have
a
great
summer.
IMPORTANT
RISKS
AND
DISCLOSURES
Past
performance
is
no
guarantee
of
future
results.
Mutual
fund
investing
involves
risk,
including
possible
loss
of
principal.
Turbulence
in
the
financial
markets
and
reduced
liquidity
in
equity,
credit
and
fixed-income
markets
may
negatively
affect
issuers
worldwide,
which
could
have
an
adverse
effect
on
mutual
fund
investments.
A
value
investing
strategy
involves
the
risk
that
undervalued
securities
may
not
appreciate
as
anticipated
or
will
remain
undervalued
for
long
periods
of
time.
Securities
of
micro-,
small-
and
mid-capitalization
companies
may
be
more
volatile
and
less
liquid
than
those
of
large-cap
companies
due
to
limited
resources
or
product
lines
and
greater
sensitivity
to
adverse
economic
conditions.
The
views
in
this
report
were
those
of
the
Fund
managers
as
of
April
30,
2023,
and
may
not
reflect
their
views
on
the
date
this
report
is
first
published
or
any
time
thereafter.
These
views
are
intended
to
assist
shareholders
in
understanding
their
investment
in
the
Fund
and
do
not
constitute
investment
advice.
This
letter
may
contain
discussions
about
certain
investments
both
held
and
not
held
in
the
portfolio.
All
current
and
future
holdings
are
subject
to
risk
and
to
change.
Please
see
the
schedule
of
investments
for
a
complete
list
of
holdings.
Mark
Rodgers
Michael
Rodgers
Co-Manager
Co-Manager
MONONGAHELA
ALL
CAP
VALUE
FUND
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
April
30,
2023
3
The
following
chart
reflects
the
change
in
the
value
of
a
hypothetical
$10,000
investment,
including
reinvested
dividends
and
distributions,
in
the
Monongahela
All
Cap
Value
Fund
(the”Fund”)
compared
with
the
performance
of
the
benchmarks,
the
S&P
500
®
Index
(the
“S&P
500”)
and
the
Russell
2000
®
Value
Index
(the
“Russell
2000
Value”),
since
inception.
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
Russell
2000
Value
measures
the
2,000
smallest
of
the
3,000
largest
U.S.
Companies
(based
on
total
market
capitalization)
that
have
lower
price-to-book
ratios
and
lower
forecasted
growth
values.
The
total
return
of
the
indices
includes
the
reinvestment
of
dividends
and
income.
The
total
return
of
the
Fund
includes
operating
expenses
that
reduce
returns,
while
the
total
return
of
the
indices
do
not
include
expenses.
The
Fund
is
professionally
managed,
while
the
indices
are
unmanaged
and
are
not
available
for
investment.
Comparison
of
Change
in
Value
of
a
$10,000
Investment
Monongahela
All
Cap
Value
Fund
vs.
S&P
500®
Index
vs.
Russell
2000®
Value
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
(855)
392-9331.
As
stated
in
the
Fund’s
prospectus,
the
annual
operating
expense
ratio
(gross)
is
1.83%.
However,
the
Fund’s
Adviser has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
dividend
and
interest
expenses
on
short
sales,
acquired
fund
fees
and
expenses,
proxy
expenses
and
extraordinary
expenses)
to
0.85%,
through
September
1,
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
year,
certain
fees
were
waived
and/or
expenses
reimbursed;
otherwise,
returns
would
have
been
lower.
Shares
redeemed
or
exchanged
within
60
days
of
purchase
will
be
charged
a
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
April
30,
2023
Six
Month
One
Year
Five
Year
Since
Inception
07/01/13
Monongahela
All
Cap
Value
Fund
4.41%
0.08%
9.45%
9.98%
S&P
500®
Index
8.63%
2.66%
11.45%
12.25%
Russell
2000®
Value
Index
-6.72%
-7.99%
3.66%
6.69%
MONONGAHELA
ALL
CAP
VALUE
FUND
SCHEDULE
OF
INVESTMENTS
April
30,
2023
4
See
Notes
to
Financial
Statements.
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
April
30,
2023. 
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
are
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
-
95.3%
Consumer
Discretionary
-
15.2%
55,000‌
El
Pollo
Loco
Holdings,
Inc.
$
512,600‌
22,000‌
H&R
Block,
Inc.
746,020‌
11,250‌
Hasbro,
Inc.
666,225‌
25,000‌
Tapestry,
Inc.
1,020,250‌
8,500‌
Williams-Sonoma,
Inc.
1,028,840‌
3,973,935‌
Consumer
Staples
-
12.0%
10,350‌
Alico,
Inc.
243,846‌
5,000‌
Brown-Forman
Corp.,
Class A
329,400‌
9,000‌
General
Mills,
Inc.
797,670‌
2,500‌
Kimberly-Clark
Corp.
362,225‌
1,500‌
McCormick
&
Co.,
Inc.,
Non-Voting
Shares
131,775‌
3,500‌
Target
Corp.
552,125‌
2,750‌
The
Procter
&
Gamble
Co.
430,045‌
8,500‌
Walgreens
Boots
Alliance,
Inc.
299,625‌
3,146,711‌
Energy
-
3.9%
10,500‌
ONEOK,
Inc.
686,805‌
3,500‌
Phillips
66
346,500‌
1,033,305‌
Financials
-
9.6%
12,000‌
Equitable
Holdings,
Inc.
311,880‌
14,500‌
MetLife,
Inc.
889,285‌
17,500‌
Old
Republic
International
Corp.
442,225‌
2,000‌
The
Bank
of
New
York
Mellon
Corp.
85,180‌
6,000‌
The
PNC
Financial
Services
Group,
Inc.
781,500‌
2,510,070‌
Health
Care
-
18.4%
2,000‌
Abbott
Laboratories
220,940‌
5,000‌
AbbVie,
Inc.
755,600‌
3,000‌
Azenta,
Inc. 
(a)
130,470‌
14,500‌
Baxter
International,
Inc.
691,360‌
12,500‌
Hologic,
Inc. 
(a)
1,075,125‌
4,500‌
Merck
&
Co.,
Inc.
519,615‌
4,500‌
PerkinElmer,
Inc.
587,205‌
4,000‌
Zimmer
Biomet
Holdings,
Inc.
553,760‌
36,000‌
Zimvie,
Inc. 
(a)
296,280‌
4,830,355‌
Industrials
-
23.1%
5,000‌
Curtiss-Wright
Corp.
849,150‌
10,000‌
Emerson
Electric
Co.
832,600‌
9,000‌
Fortune
Brands
Innovations,
Inc.
582,210‌
750‌
Honeywell
International,
Inc.
149,880‌
3,500‌
Hubbell,
Inc.
942,620‌
2,500‌
Lindsay
Corp.
301,850‌
12,500‌
Masterbrand,
Inc. 
(a)
100,875‌
2,500‌
Rockwell
Automation,
Inc.
708,525‌
2,000‌
Science
Applications
International
Corp.
204,060‌
24,000‌
The
Gorman-Rupp
Co.
589,200‌
6,000‌
Westinghouse
Air
Brake
Technologies
Corp.
586,020‌
2,000‌
Woodward,
Inc.
192,040‌
6,039,030‌
Information
Technology
-
9.1%
1,750‌
Badger
Meter,
Inc.
231,577‌
13,250‌
Coherent
Corp. 
(a)
452,355‌
12,500‌
Corning,
Inc.
415,250‌
3,500‌
F5,
Inc. 
(a)
470,260‌
10,000‌
Intel
Corp.
310,600‌
Shares
Security
Description
Value
Information
Technology
-
9.1%
(continued)
3,000‌
Texas
Instruments,
Inc.
$
501,600‌
2,381,642‌
Materials
-
1.1%
2,000‌
PPG
Industries,
Inc.
280,520‌
Utilities
-
2.9%
10,000‌
National
Fuel
Gas
Co.
559,000‌
2,000‌
WEC
Energy
Group,
Inc.
192,340‌
751,340‌
Total
Common
Stock
(Cost
$20,545,536)
24,946,908‌
Principal
Security
Description
Rate
Maturity
Value
U.S.
Government
&
Agency
Obligations
-
0.4%
U.S.
Treasury
Securities
-
0.4%
$
100,000‌
U.S.
Treasury
Bill 
(b)
(Cost
$98,154)
4.42%
10/05/23
97,900‌
Shares
Security
Description
Value
Money
Market
Fund
-
4.3%
1,121,847‌
First
American
Treasury
Obligations
Fund,
Class X,
4.77% 
(c)
(Cost
$1,121,847)
1,121,847‌
Investments,
at
value
-
100.0%
(Cost
$21,765,537)
$
26,166,655‌
Other
Assets
&
Liabilities,
Net
-
0.0%
(6,321‌)
Net
Assets
-
100.0%
$
26,160,334‌
(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
April
30,
2023.
Valuation
Inputs
Investments
in
Securities
Level
1
-
Quoted
Prices
$
24,946,908‌
Level
2
-
Other
Significant
Observable
Inputs
1,219,747‌
Level
3
-
Significant
Unobservable
Inputs
–‌
Total
$
26,166,655‌
MONONGAHELA
ALL
CAP
VALUE
FUND
SCHEDULE
OF
INVESTMENTS
April
30,
2023
5
See
Notes
to
Financial
Statements.
PORTFOLIO
HOLDINGS
(Unaudited)
%
of
Total
Investments
Consumer
Discretionary
15.2‌%
Consumer
Staples
12.0‌%
Energy
3.9‌%
Financials
9.6‌%
Health
Care
18.4‌%
Industrials
23.1‌%
Information
Technology
9.1‌%
Materials
1.1‌%
Utilities
2.9‌%
U.S.
Government
&
Agency
Obligations
0.4‌%
Money
Market
Fund
4.3‌%
100.0‌%
MONONGAHELA
ALL
CAP
VALUE
FUND
STATEMENT
OF
ASSETS
AND
LIABILITIES
April
30,
2023
6
See
Notes
to
Financial
Statements.
ASSETS
Investments,
at
value
(Cost
$21,765,537)
$
26,166,655‌
Receivables:
Fund
shares
sold
4,500‌
Dividends
55,320‌
Prepaid
expenses
6,349‌
Total
Assets
26,232,824‌
LIABILITIES
Payables:
Fund
shares
redeemed
30,030‌
Accrued
Liabilities:
Investment
Adviser
fees
2,424‌
Fund
services
fees
7,714‌
Other
expenses
32,322‌
Total
Liabilities
72,490‌
NET
ASSETS
$
26,160,334‌
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
21,343,992‌
Distributable
Earnings
4,816,342‌
NET
ASSETS
$
26,160,334‌
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
1,535,655‌
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE*
$
17.04‌
*
Shares
redeemed
or
exchanged
within
60
days
of
purchase
are
charged
a
1.00%
redemption
fee.
MONONGAHELA
ALL
CAP
VALUE
FUND
STATEMENT
OF
OPERATIONS
YEAR
ENDED
April
30,
2023
7
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$1,579)
$
717,075‌
Interest
income
2,304‌
Total
Investment
Income
719,379‌
EXPENSES
Investment
adviser
fees
189,036‌
Fund
services
fees
178,990‌
Custodian
fees
5,185‌
Registration
fees
13,649‌
Professional
fees
41,021‌
Trustees'
fees
and
expenses
5,387‌
Other
expenses
46,437‌
Total
Expenses
479,705‌
Fees
waived
(265,463‌)
Net
Expenses
214,242‌
NET
INVESTMENT
INCOME
505,137‌
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
on
investments
309,487‌
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
(785,783‌)
NET
REALIZED
AND
UNREALIZED
LOSS
(476,296‌)
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
28,841‌
MONONGAHELA
ALL
CAP
VALUE
FUND
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
8
See
Notes
to
Financial
Statements.
For
the
Years
Ended
April
30,
2023
2022
OPERATIONS
Net
investment
income
$
505,137‌
$
379,548‌
Net
realized
gain
309,487‌
1,050,988‌
Net
change
in
unrealized
appreciation
(depreciation)
(785,783‌)
(1,883,022‌)
Increase
(Decrease)
in
Net
Assets
Resulting
from
Operations
28,841‌
(452,486‌)
DISTRIBUTIONS
TO
SHAREHOLDERS
Total
Distributions
Paid
(1,171,706‌)
(1,892,020‌)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares
3,121,192‌
3,946,000‌
Reinvestment
of
distributions
1,151,107‌
1,855,424‌
Redemption
of
shares
(2,212,515‌)
(2,640,404‌)
Redemption
fees
623‌
548‌
Increase
in
Net
Assets
from
Capital
Share
Transactions
2,060,407‌
3,161,568‌
Increase
in
Net
Assets
917,542‌
817,062‌
NET
ASSETS
Beginning
of
Year
25,242,792‌
24,425,730‌
End
of
Year
$
26,160,334‌
$
25,242,792‌
SHARE
TRANSACTIONS
Sale
of
shares
182,494‌
207,973‌
Reinvestment
of
distributions
67,000‌
99,175‌
Redemption
of
shares
(129,518‌)
(139,925‌)
Increase
in
Shares
119,976‌
167,223‌
MONONGAHELA
ALL
CAP
VALUE
FUND
FINANCIAL
HIGHLIGHTS
9
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year
.
For
the
Years
Ended
April
30,
2023
2022
2021
2020
2019
NET
ASSET
VALUE,
Beginning
of
Year
$
17.83‌
$
19.56‌
$
12.62‌
$
14.03‌
$
13.65‌
INVESTMENT
OPERATIONS
Net
investment
income
(a)
0.34‌
0.28‌
0.23‌
0.28‌
0.28‌
Net
realized
and
unrealized
gain
(loss)
(0.33‌)
(0.56‌)
6.92‌
(1.22‌)
0.93‌
Total
from
Investment
Operations
0.01‌
(0.28‌)
7.15‌
(0.94‌)
1.21‌
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
(0.30‌)
(0.25‌)
(0.20‌)
(0.27‌)
(0.26‌)
Net
realized
gain
(0.50‌)
(1.20‌)
(0.01‌)
(0.20‌)
(0.57‌)
Total
Distributions
to
Shareholders
(0.80‌)
(1.45‌)
(0.21‌)
(0.47‌)
(0.83‌)
REDEMPTION
FEES(a)
0.00‌(b)
0.00‌(b)
0.00‌(b)
0.00‌(b)
0.00‌(b)
NET
ASSET
VALUE,
End
of
Year
$
17.04‌
$
17.83‌
$
19.56‌
$
12.62‌
$
14.03‌
TOTAL
RETURN
0.08‌%
(1.73‌)%
56.94‌%
(7.26‌)%
9.72‌%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
26,160‌
$
25,243‌
$
24,426‌
$
12,755‌
$
12,805‌
Ratios
to
Average
Net
Assets:
Net
investment
income
2.00‌%
1.47‌%
1.41‌%
2.01‌%
1.98‌%
Net
expenses
0.85‌%
0.85‌%
0.85‌%
0.85‌%
0.85‌%
Gross
expenses
(c)
1.90‌%
1.83‌%
2.21‌%
2.57‌%
2.86‌%
PORTFOLIO
TURNOVER
RATE
27‌%
30‌%
32‌%
47‌%
37‌%
(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.
MONONGAHELA
ALL
CAP
VALUE
FUND
NOTES
TO
FINANCIAL
STATEMENTS
April
30,
2023
10
Note
1. Organization
The
Monongahela
All
Cap
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
on
July
1,
2013.
The
Fund
seeks
total
return
through
long-term
capital
appreciation
and
income.
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.
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
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
Net
Asset
Value
(“NAV”)
than
a
NAV
determined
by
using
market
quotes.
GAAP
has
a
three-tier
fair
value
hierarchy.
The
basis
of
the
tiers
is
dependent
upon
the
various
“inputs”
used
to
determine
the
value
of
the
Fund’s
investments.
These
inputs
are
summarized
in
the
three
broad
levels
listed
below:
Level
1
-
Quoted
prices
in
active
markets
for
identical
assets
and
liabilities.
Level
2
-
Prices
determined
using
significant
other
observable
inputs
(including
quoted
prices
for
similar
securities,
interest
rates,
prepayment
speeds,
credit
risk,
etc.).
Short-term
securities
with
maturities
of
sixty
days
or
less
are
valued
at
amortized
cost,
which
approximates
market
value,
and
are
categorized
as
Level
2
in
the
hierarchy.
Municipal
securities,
long-term
U.S.
government
obligations
and
corporate
debt
securities
are
valued
in
accordance
with
the
evaluated
price
supplied
by
a
pricing
service
and
generally
categorized
as
Level
2
in
the
hierarchy.
Other
securities
that
are
categorized
as
Level
2
in
the
hierarchy
include,
but
are
not
limited
to,
warrants
that
do
not
trade
on
an
exchange,
securities
valued
at
the
mean
between
MONONGAHELA
ALL
CAP
VALUE
FUND
NOTES
TO
FINANCIAL
STATEMENTS
April
30,
2023
11
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
April
30,
2023,
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
–
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
recognizes
interest
and
penalties,
if
any,
related
to
unrecognized
tax
benefits
as
income
tax
expense
in
the
of
Statement
Operations.
During
the
year
The
Fund
did
not
incur
any
interest
penalties.
The
Fund
files
a
U.S.
federal
income
and
excise
tax
return
as
required.
The
Fund’s
federal
income
tax
returns
are
subject
to
examination
by
the
Internal
Revenue
Service
for
a
period
of
three
fiscal
years
after
they
are
filed.
As
of
April
30,
2023,
there
are
no
uncertain
tax
positions
that
would
require
financial
statement
recognition,
de-recognition
or
disclosure.
Income
and
Expense
Allocation
–
The
Trust
accounts
separately
for
the
assets,
liabilities
and
operations
of
each
of
its
investment
portfolios.
Expenses
that
are
directly
attributable
to
more
than
one
investment
portfolio
are
allocated
among
the
respective
investment
portfolios
in
an
equitable
manner.
Redemption
Fees
–
A
shareholder
who
redeems
or
exchanges
shares
within
60
days
of
purchase
will
incur
a
redemption
fee
of
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.
MONONGAHELA
ALL
CAP
VALUE
FUND
NOTES
TO
FINANCIAL
STATEMENTS
April
30,
2023
12
Note
3. Fees
and
Expenses
Investment
Adviser
–
Monongahela
Capital
Management
(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
0.75%
of
the
Fund’s
average
daily
net
assets.
Distribution
–
Foreside
Fund
Services,
LLC
(the
“Distributor”)
acts
as
the
agent
of
the
Trust
in
connection
with
the
continuous
offering
of
shares
of
the
Fund.
The
Fund
does
not
have
a
distribution
(12b-1)
plan;
accordingly,
the
Distributor
does
not
receive
compensation
from
the
Fund
for
its
distribution
services.
The
Adviser
compensates
the
Distributor
directly
for
its
services.
The
Distributor
is
not
affiliated
with
the
Adviser
or
Atlantic
Fund
Administration,
LLC,
a
wholly
owned
subsidiary
of
Apex
US
Holdings
LLC
(d/b/a
Apex
Fund
Services)
(“Apex”)
or
their
affiliates.
Other
Service
Providers
–
Apex
provides
fund
accounting,
fund
administration,
compliance
and
transfer
agency
services
to
the
Fund.
The
fees
related
to
these
services
are
included
in
Fund
services
fees
within
the
Statement
of
Operations.
Apex
also
provides
certain
shareholder
report
production
and
EDGAR
conversion
and
filing
services.
Pursuant
to
an
Apex
Services
Agreement,
the
Fund
pays
Apex
customary
fees
for
its
services.
Apex
provides
a
Principal
Executive
Officer,
a
Principal
Financial
Officer,
a
Chief
Compliance
Officer
and
an
Anti-Money
Laundering
Officer
to
the
Fund,
as
well
as
certain
additional
compliance
support
functions.
Trustees
and
Officers
–
Each
Independent
Trustee’s
annual
retainer
is
$45,000
($55,000
for
the
Chairman),
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
Reimbursements
and
Fees
Waived
The
Adviser
 has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
dividend
and
interest
expenses
on
short
sales,
acquired
fund
fees
and
expenses,
proxy
expenses
and
extraordinary
expenses
)
to
0.85%
,
through
at
least
September
1,
2023
(“Expense
Cap”).
Other
Fund
service
providers
have
voluntarily
agreed
to
waive
a
portion
of
their
fees.
The
voluntary
waivers
may
be
changed
or
eliminated
at
any
time.
The
Expense
Cap
may
only
be
raised
or
eliminated
with
the
consent
of
the
Board
of
Trustees.
For
the
year
ended
April
30,
2023
,
fees
waived
and
expenses
reimbursed
were
as
follows:
The
Adviser
may
be
reimbursed
by
the
Fund
for
fees
waived
and
expenses
reimbursed
by
the
Adviser
pursuant
to
the
Expense
Cap
if
such
payment
is
made
within
three
years
of
the
fee
waiver
or
expense
reimbursement,
and
does
not
cause
the
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
to
exceed
the
lesser
of
(
i
)
the
then-current
expense
cap,
or
(ii)
the
expense
cap
in
place
at
the
time
the
fees/expenses
were
waived/reimbursed.
As
of
April
30,
2023,
$510,391
is
subject
to
recapture
by
the
Adviser
.
Other
waivers
are
not
eligible
for
recoupment.
In
addition,
other
Fund
service
providers
may
waive
all
or
any
portion
of
their
fees
and
may
reimburse
certain
expenses
of
the
Fund.
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
April
30,
2023
were
$7,515,700
and
$6,456,320,
respectively.
Investment
Adviser
Fees
Waived
Other
Waivers
Total
Fees
Waived
and
Expenses
Reimbursed
$
180,463‌
$
85,000‌
$
265,463‌
MONONGAHELA
ALL
CAP
VALUE
FUND
NOTES
TO
FINANCIAL
STATEMENTS
April
30,
2023
13
Note
6. Federal
Income
Tax
As
of
April
30,
2023,
cost
of
investments
for
federal
income
tax
purposes
is
$21,800,038
and
net
unrealized
appreciation
consists
of:
Distributions
paid
during
the
fiscal
year
ended
as
noted
were
characterized
for
tax
purposes
as
follows:
As
of
April
30,
2023,
distributable
earnings
on
a
tax
basis
were
as
follows:
The
difference
between
components
of
distributable
earnings
on
a
tax
basis
and
the
amounts
reflected
in
the
Statement
of
Assets
and
Liabilities
are
primarily
due
to
wash
sales
and
equity
return
of
capital.
Note
7. Recent
Accounting
Pronouncements
In
June
2022,
the
Financial
Accounting
Standards
Board
issued
Accounting
Standards
Update
2022-03,
which
amends
Fair
Value
Measurement
(Topic
820);
Fair
Value
Measurement
of
Equity
Securities
Subject
to
Contractual
Sale
Restrictions
(“ASU
2022-03”).
ASU
2022-03
clarifies
guidance
for
fair
value
measurement
of
an
equity
security
subject
to
a
contractual
sale
restriction
and
establishes
new
disclosure
requirements
for
such
equity
securities.
ASU
2022-03
is
effective
for
fiscal
years
beginning
after
December
15,
2023,
and
for
interim
periods
within
those
fiscal
years,
with
early
adoption
permitted.
Management
is
currently
evaluating
the
impact
of
these
amendments
on
the
financial
statements.
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
$
5,695,336‌
Gross
Unrealized
Depreciation
(1,328,719‌)
Net
Unrealized
Appreciation
$
4,366,617‌
2023
2022
Ordinary
Income
$
443,450‌
$
422,231‌
Long-Term
Capital
Gain
728,256‌
1,469,789‌
$
1,171,706‌
$
1,892,020‌
Undistributed
Ordinary
Income
$
148,656‌
Undistributed
Long-Term
Gain
301,069‌
Unrealized
Appreciation
4,366,617‌
Total
$
4,816,342‌
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
14
To
the
Board
of
Trustees
of
Forum
Funds
and
the
Shareholders
of
Monongahela
All
Cap
Value
Fund
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
statement
of
assets
and
liabilities,
including
the
schedule
of
investments,
of
Monongahela
All
Cap
Value
Fund
(the
“Fund”),
a
series
of
Forum
Funds,
as
of
April
30,
2023,
and
the
related
statements
of
operations
and
changes
in
net
assets,
the
related
notes,
and
the
financial
highlights
for
the
year
then
ended
(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
April
30,
2023,
and
the
results
of
its
operations,
changes
in
net
assets,
and
the
financial
highlights
for
the
year
then
ended,
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America.
The
Fund’s
financial
statements
and
financial
highlights
for
the
years
ended
April
30,
2022,
and
prior,
were
audited
by
other
auditors
whose
report
dated
June
21,
2022,
expressed
an
unqualified
opinion
on
those
financial
statements
and
financial
highlights.
Basis
for
Opinion
These
financial
statements
are
the
responsibility
of
the
Fund’s
management.
Our
responsibility
is
to
express
an
opinion
on
the
Fund’s
financial
statements
based
on
our
audit.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)
(“PCAOB”)
and
are
required
to
be
independent
with
respect
to
the
Fund
in
accordance
with
the
U.S.
federal
securities
laws
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.
We
conducted
our
audit
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audit
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement
whether
due
to
error
or
fraud.
Our
audit
included
performing
procedures
to
assess
the
risks
of
material
misstatement
of
the
financial
statements,
whether
due
to
error
or
fraud,
and
performing
procedures
that
respond
to
those
risks.
Such
procedures
included
examining,
on
a
test
basis,
evidence
regarding
the
amounts
and
disclosures
in
the
financial
statements.
Our
procedures
included
confirmation
of
securities
owned
as
of
April
30,
2023,
by
correspondence
with
the
custodian.
Our
audit
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
audit
provides
a
reasonable
basis
for
our
opinion.
We
have
served
as
the
Fund’s
auditor
since
2023.
COHEN
&
COMPANY,
LTD.
Philadelphia,
Pennsylvania
June
28,
2023
MONONGAHELA
ALL
CAP
VALUE
FUND
ADDITIONAL
INFORMATION
(Unaudited)
April
30,
2023
15
Investment
Advisory
Agreement
Approval
At
the
March
17,
2023
Board
meeting,
the
Board,
including
the
Independent
Trustees,
considered
the
approval
of
the
continuance
of
the
investment
advisory
agreement
between
the
Adviser
and
the
Trust
pertaining
to
the
Fund
(the
“Advisory
Agreement”).
In
preparation
for
its
deliberations,
the
Board
requested
and
reviewed
written
responses
from
the
Adviser
to
a
due
diligence
questionnaire
circulated
on
the
Board’s
behalf
concerning
the
services
provided
by
the
Adviser.
The
Board
also
discussed
the
materials
with
Fund
counsel
and,
as
necessary,
with
the
Trust’s
administrator.
During
its
deliberations,
the
Board
received
an
oral
presentation
from
the
Adviser,
and
was
advised
by
independent
Trustee
counsel.
At
the
meeting,
the
Board
reviewed,
among
other
matters:
(1)
the
nature,
extent
and
quality
of
the
services
provided
to
the
Fund
by
the
Adviser,
including
information
on
the
investment
performance
of
the
Fund
and
Adviser;
(2)
the
costs
of
the
services
provided
and
profitability
to
the
Adviser
of
its
relationship
with
the
Fund;
(3)
the
advisory
fee
and
total
expense
ratio
of
the
Fund
compared
to
a
relevant
peer
group
of
funds;
(4)
the
extent
to
which
economies
of
scale
may
be
realized
as
the
Fund
grows
and
whether
the
advisory
fee
enables
the
Fund’s
investors
to
share
in
the
benefits
of
economies
of
scale;
and
(5)
other
benefits
received
by
the
Adviser
from
its
relationship
with
the
Fund.
In
addition,
the
Board
recognized
that
the
evaluation
process
with
respect
to
the
Adviser
was
an
ongoing
one
and,
in
this
regard,
the
Board
considered
information
provided
by
the
Adviser
at
regularly
scheduled
meetings
during
the
past
year.
Nature,
Extent
and
Quality
of
Services
Based
on
written
materials
received,
a
presentation
from
senior
representatives
of
the
Adviser,
and
a
discussion
with
the
Adviser
about
the
Adviser’s
personnel,
operations
and
financial
condition,
the
Board
considered
the
quality
of
services
provided
by
the
Adviser
under
the
Advisory
Agreement.
In
this
regard,
the
Board
considered
information
regarding
the
experience,
qualifications
and
professional
background
of
the
portfolio
managers
at
the
Adviser
with
principal
responsibility
for
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,
that
the
firm
is
able
to
meet
its
expense
reimbursement
obligations
to
the
Fund,
and
that
the
Adviser
has
the
operational
capability
and
the
necessary
staffing
and
experience
to
continue
providing
high-
quality
investment
advisory
services
to
the
Fund.
Based
on
the
presentation
and
the
materials
provided
by
the
Adviser
in
connection
with
the
Board’s
consideration
of
the
renewal
of
the
Advisory
Agreement,
among
other
relevant
factors,
the
Board
concluded
that,
overall,
it
was
satisfied
with
the
nature,
extent
and
quality
of
services
provided
to
the
Fund
under
the
Advisory
Agreement.
Performance
In
connection
with
a
presentation
by
the
Adviser
regarding
its
approach
to
managing
the
Fund,
the
Board
reviewed
the
performance
of
the
Fund
compared
to
its
primary
benchmark
index,
the
S&P
500
Index.
The
Board
observed
that
the
Fund
outperformed
the
S&P
500
Index
for
the
one-and
three-year
periods
ended
December
31,
2022,
and
underperformed
the
primary
benchmark
index
for
the
five-year
period
ended
December
31,
2022,
and
for
the
period
since
the
Fund’s
inception
on
July
1,
2013.
The
Board
also
observed
that
the
Fund
outperformed
the
Russell
2000
Value
Index,
the
Fund’s
secondary
benchmark
index,
for
the
one-,
three-,
and
five-year
periods
ended
December
31,
2022,
and
for
the
period
since
the
Fund’s
inception
on
July
1,
2013.
The
Board
noted
the
Adviser’s
representation
that
the
Fund’s
performance
relative
to
each
benchmark
index
was
representative
of
a
market
preference
for
“growth”
stocks
rather
than
“value”
stocks
during
the
periods
under
review,
noting
that
the
Fund
maintained
a
“value”
oriented
investment
strategy
during
periods
in
which
growth
stocks
significantly
outperformed
value
stocks,
though
the
Board
noted
the
Adviser’s
representation
that
market
sentiment
had
begun
to
exhibit
a
shift
in
favor
of
value
stocks
during
calendar
year
2022.
The
Board
also
considered
the
Fund’s
performance
relative
to
an
independent
peer
group
of
funds
identified
by
Strategic
Insight,
Inc.
(“Strategic
Insight
Peers”)
as
having
characteristics
similar
to
those
of
the
Fund.
The
Board
observed
that,
based
on
the
information
provided
by
Strategic
Insight,
the
Fund
outperformed
the
average
of
the
Strategic
Insight
Peers
for
the
each
of
the
one-,
three-,
and
five-year
periods
ended
December
31,
2022.
MONONGAHELA
ALL
CAP
VALUE
FUND
ADDITIONAL
INFORMATION
(Unaudited)
April
30,
2023
16
Considering
the
Adviser’s
investment
style
and
the
foregoing
performance
information,
among
other
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
net
advisory
fee
rates
and
net
total
expense
ratios
of
the
Fund’s
Strategic
Insight
Peers.
The
Board
noted
that
the
Adviser’s
net
advisory
fee
rate
and
net
total
expense
ratio
were
each
less
than
the
median
of
the
Strategic
Insight
peer
group
and
were
each
among
the
lowest
of
the
Strategic
Insight
Peers.
The
Board
further
noted
that
the
Adviser
was
currently
waiving
a
portion
of
its
advisory
fee
in
an
effort
to
keep
the
Fund’s
expenses
at
levels
believed
by
the
Adviser
to
be
attractive
to
investors.
Based
on
the
foregoing,
among
other
relevant
considerations,
the
Board
concluded
that
the
Adviser’s
net
advisory
fee
rate
charged
to
the
Fund
was
reasonable.
Cost
of
Services
and
Profitability
The
Board
considered
information
provided
by
the
Adviser
regarding
the
costs
of
services
and
its
profitability
with
respect
to
the
Fund.
In
this
regard,
the
Board
considered
the
Adviser’s
resources
devoted
to
the
Fund,
as
well
as
the
Adviser’s
discussion
of
the
costs
and
profitability
of
managing
the
Fund.
The
Board
noted
that
the
Adviser
was
currently
waiving
a
portion
of
its
advisory
fee
in
an
effort
to
keep
the
Fund
expenses
at
levels
believed
by
the
Adviser
to
be
attractive
to
investors
and
had
committed
to
extending
the
waiver
through
at
least
the
duration
of
the
renewal
period
of
the
Advisory
Agreement.
Based
on
these
and
other
applicable
considerations,
the
Board
concluded
that
the
Adviser’s
profitability
attributable
to
management
of
the
Fund
was
reasonable.
Economies
of
Scale
The
Board
considered
whether
the
Fund
could
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
Adviser’s
representation
that
the
Fund
could
potentially
benefit
from
economies
of
scale
at
higher
asset
levels
but
that,
in
light
of
the
Fund’s
current
asset
levels
and
because
the
Adviser
was
already
waiving
its
contractual
advisory
fee
in
order
to
keep
the
Fund’s
expenses
at
or
below
the
agreed-upon
expense
cap,
the
Adviser
was
not
proposing
breakpoints
in
the
advisory
fee
at
this
time.
Based
on
the
foregoing
information
and
other
applicable
factors,
and
in
light
of
the
size
of
the
Fund
and
the
existence
of
the
Adviser’s
contractual
expense
cap
arrangements
with
respect
to
the
Fund,
the
Board
concluded
that
the
asset
level
of
the
Fund
was
not
consistent
with
the
existence
of
economies
of
scale
and
that
economies
of
scale
were
not
a
material
factor
to
consider
in
approving
the
continuation
of
the
Advisory
Agreement.
Other
Benefits
The
Board
noted
the
Adviser’s
representation
that,
aside
from
the
advisory
fee
received
from
the
Fund,
the
Adviser
does
not
benefit
in
a
material
way
from
its
relationship
with
the
Fund.
Based
on
the
foregoing
representation,
the
Board
concluded
that
other
benefits
received
by
the
Adviser
from
its
relationship
with
the
Fund
were
not
a
material
factor
to
consider
in
approving
the
continuation
of
the
Advisory
Agreement.
Conclusion
The
Board
did
not
identify
any
single
factor
as
being
of
paramount
importance,
and
different
Trustees
may
have
given
different
weight
to
different
factors.
The
Board
reviewed
a
memorandum
from
Fund
counsel
discussing
the
legal
standards
applicable
to
its
consideration
of
the
Advisory
Agreement.
Based
on
its
review,
including
consideration
of
each
of
the
factors
referenced
above,
the
Board
determined,
in
the
exercise
of
its
reasonable
business
judgment,
that
the
contractual
fee
under
the
Advisory
Agreement
was
fair
and
reasonable
in
light
of
the
services
performed
or
to
be
performed,
expenses
incurred
or
to
be
incurred
and
such
other
matters
as
the
Board
considered
relevant.
MONONGAHELA
ALL
CAP
VALUE
FUND
ADDITIONAL
INFORMATION
(Unaudited)
April
30,
2023
17
Change
in
Independent
Registered
Public
Accounting
Firm
On
March
9,
2023,
BBD
LLP
(“BBD”)
ceased
to
serve
as
the
independent
registered
public
accounting
firm
of
the
Fund,
a
series
of
Forum
Funds.
The
Audit
Committee
of
the
Board
of
Directors
approved
the
replacement
of
BBD
as
a
result
of
Cohen
&
Company,
Ltd.’s
(“Cohen”)
acquisition
of
BBD’s
investment
management
group.
The
reports
of
BBD
on
the
financial
statements
of
the
Fund
as
of
and
for
the
fiscal
years
ended
April
30,
2022
and
April
30,
2021
did
not
contain
an
adverse
opinion
or
a
disclaimer
of
opinion,
and
were
not
qualified
or
modified
as
to
uncertainties,
audit
scope
or
accounting
principles.
During
the
years
ended
April
30,
2022
and
April
30,
2021,
and
during
the
subsequent
interim
period
through
March
9,
2023:
(i)
there
were
no
disagreements
between
the
Trust
and
BBD
on
any
matter
of
accounting
principles
or
practices,
financial
statement
disclosure,
or
auditing
scope
or
procedure,
which
disagreements,
if
not
resolved
to
the
satisfaction
of
BBD,
would
have
caused
it
to
make
reference
to
the
subject
matter
of
the
disagreements
in
its
report
on
the
financial
statements
of
the
Fund
for
such
years
or
interim
period;
and
(ii)
there
were
no
“reportable
events,”
as
defined
in
Item
304(a)(1)(v)
of
Regulation
S-K
under
the
Securities
Exchange
Act
of
1934,
as
amended.
The
Trust
requested
that
BBD
furnish
it
with
a
letter
addressed
to
the
U.S.
Securities
and
Exchange
Commission
stating
that
it
agrees
with
the
above
statements.
A
copy
of
such
letter
is
filed
as
an
exhibit
to
Form
N-CSR.
On
March
17,
2023,
the
Audit
Committee
of
the
Board
of
Directors
also
recommended
and
approved
the
appointment
of
Cohen
as
the
Fund’s
independent
registered
public
accounting
firm
for
the
fiscal
year
ending
April
30,
2023.
During
the
fiscal
years
ended
April
30,
2022
and
April
30,
2021,
and
during
the
subsequent
interim
period
through
March
9,
2023,
neither
the
Trust,
nor
anyone
acting
on
its
behalf,
consulted
with
Cohen
on
behalf
of
the
of
Fund
regarding
the
application
of
accounting
principles
to
a
specified
transaction
(either
completed
or
proposed),
the
type
of
audit
opinion
that
might
be
rendered
on
the
Fund’s
financial
statements,
or
any
matter
that
was
either:
(i)
the
subject
of
a
“disagreement,”
as
defined
in
Item
304(a)(1)(iv)
of
Regulation
S-K
and
the
instructions
thereto;
or
(ii)
"reportable
events,"
as
defined
in
Item
304(a)(1)(v)
of
Regulation
S-K.
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
(855)
392-9331
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
(855)
392-9331
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
(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
November
1,
2022
through
April
30,
2023.
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
=
MONONGAHELA
ALL
CAP
VALUE
FUND
ADDITIONAL
INFORMATION
(Unaudited)
April
30,
2023
18
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.
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
transactoinal
costs
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
100
%
of
its
income
dividend
distributed
as
qualifying
for
the
corporate
dividends-received
deduction
(DRD),
100
%
for
the
qualified
dividend
rate
(QDI)
as
defined
in
Section
1(h)(11)
of
the
Code.
The
Fund
also
designates
0.
0
2
%
as
qualified
interest
income
exempt
from
U.S.
tax
for
foreign
shareholders
(QII).
The
Fund
paid
long-term
capital
gain
dividends
of
$728,256.
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
(855)
392-9331.
Beginning
Account
Value
November
1,
2022
Ending
Account
Value
April
30,
2023
Expenses
Paid
During
Period*
Annualized
Expense
Ratio*
Actual
$
1,000.00
$
1,044.14
$
4.31
0.85%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.58
$
4.26
0.85%
*
Expenses
are
equal
to
the
Fund’s
annualized
expense
ratio,
multiplied
by
the
average
account
value
over
the
period,
multiplied
by
181,
the
number
of
days
in
the
most
recent
fiscal
half-year,
divided
by
365
to
reflect
the
half-year
period.
MONONGAHELA
ALL
CAP
VALUE
FUND
ADDITIONAL
INFORMATION
(Unaudited)
April
30,
2023
19
(1)
Karen
Shaw
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
Treasurer
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
Since
2018
Independent
consultant
providing
interim
CFO
services,
principally
to
non-profit
organizations,
since
2021;
Chief
Financial
Officer,
Freedom
House
(a
NGO
advocating
political
freedom
and
democracy)
2017-2021.
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)
Karen
Shaw
Born:
1972
Trustee
Since
2023
Senior
Vice
President,
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
Zachary
Tackett
Born:
1988
President;
Principal
Executive
Officer;
Anti-Money
Laundering
Compliance
Officer;
Identity
Theft
Prevention
Officer
President
and
Principal
Executive
Officer
since
2023;
Anti-Money
Laundering
Compliance
Officer
and
Identity
Theft
Prevention
Officer
since
2014
Senior
Counsel,
Apex
Fund
Services
since
2019;
Counsel,
Atlantic
Fund
Services
2014-
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.
Carlyn
Edgar
Born:
1963
Chief
Compliance
Officer
Chief
Compliance
Officer
2008-2016
and
2021-current
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Lindsey
Dorval
Born:
1981
Vice
President;
Secretary
Since
2023
Counsel,
Apex
Fund
Services
since
2020.
MONONGAHELA
ALL
CAP
VALUE
FUND
FOR
MORE
INFORMATION:
P.O.
Box
588
Portland,
ME
04112
(855)
392-9331
(toll
free)
monongahela.ta@apexfs.com
www.Moncapfund.com
INVESTMENT
ADVISER
Monongahela
Capital
Management
223
Mercer
Street
Harmony,
PA
16037
TRANSFER
AGENT
Apex
Fund
Services
P.O.
Box
588
Portland,
ME
04112
www.apexgroup.com
DISTRIBUTOR
Foreside
Fund
Services,
LLC
Three
Canal
Plaza,
Suite
100
Portland,
Maine
04101
www.foreside.com
This
report
is
submitted
for
the
general
information
of
the
shareholders
of
the
Fund.
It
is
not
authorized
for
distribution
to
prospective
investors
unless
preceded
or
accompanied
by
an
effective
prospectus,
which
includes
information
regarding
the
Fund’s
risks,
objectives,
fees
and
expenses,
experience
of
its
management,
and
other
information.
211-ANR-0423
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 $13,400 in 2022 and $13,800 in 2023.
 
(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 2022 and $0 in 2023. 
 
(c) Tax Fees - The aggregate fees billed in the Reporting Periods for professional services rendered by the principal accountant to the Registrant for tax compliance, tax advice and tax planning were $3,000 in 2022 and $3,100 in 2023. 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 2022 and $0 in 2023.
 
(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 2022 and $0 in 2023. 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)(3)  Not applicable.
 
 

 
 

SIGNATURES

 
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Registrant              Forum Funds
 
By:
/s/ Zachary Tackett
 
 
Zachary Tackett, Principal Executive Officer
 
 
 
 
Date:
July, 6, 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/ Zachary Tackett
 
 
Zachary Tackett, Principal Executive Officer
 
 
 
 
Date:
July 6, 2023
 
 
By:
/s/ Karen Shaw
 
 
Karen Shaw, Principal Financial Officer
 
 
 
 
Date:
July 6, 2023