As filed with the Securities and Exchange Commission on March 1, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number 811-03023

FORUM FUNDS

Three Canal Plaza, Suite 600

Portland, Maine 04101

Zachary Tackett, Principal Executive Officer

Three Canal Plaza, Suite 600

Portland, Maine 04101

207-347-2000

Date of fiscal year end December 31, 2023

Date of reporting period: January 1, 2023 – December 31, 2023

ITEM 1. REPORT TO STOCKHOLDERS.

Lisanti

Small

Cap

Growth

Fund

Annual

Report

December

31,

2023

Lisanti

Small

Cap

Growth

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

December

31,

2023

1

Dear

Shareholder,

For

the

time

period

January

1,

2023-December

31,

2023

(the

“period”),

the

Lisanti

Small

Cap

Growth

Fund

underperformed

its

benchmark,

the

Russell

2000

Growth

Index.

The

Energy,

Utilities

and

Materials

sectors

were

of

benefit

to

the

portfolio,

while

the

Industrials,

Information

Technology

and

Health

Care

sectors

were

of

detriment

to

the

portfolio.

This

has

been

one

of

the

most

difficult

years

for

our

investment

process.

We

examined

not

only

sector

attribution,

but

we

did

a

review

of

factor

analysis

to

understand

what

occurred.

Factor

analysis

looks

at

various

drivers

of

stock

performance.

Our

analysis

indicated

that

the

following

factors

drove

performance

in

the

benchmark

during

the

period:

Source:

Bloomberg

factor

analysis

We

believe

that

stock

prices

follow

fundamentals;

if

companies

are

beating

estimates,

we

believe

the

stocks

should

outperform.

The

extent

of

this

outperformance

will

vary,

year

to

year

and

market

to

market,

but

•

Higher

market

capitalization

stocks

outperformed.

While

we

had

an

overweight

in

those

stocks

that

are

$6

billion

and

above,

the

majority

of

the

portfolio

was

in

market

capitalizations

below

that.

Higher

market

capitalization

stocks

outperformed.

While

we

had

an

overweight

in

those

stocks

that

are

$6

billion

and

above,

the

majority

of

the

portfolio

was

in

market

capitalizations

below

that,

and

those

market

capitalizations

proved

difficult

as

the

stock

market

did

not

broaden

out.

•

Value

and

stock

buybacks

were

one

of

the

most

important

factors

in

performance

during

the

year.

Our

strategy

seeks

companies

with

above

average

earnings

growth

potential

and

these

types

of

companies

tend

to

have

higher

valuations.

Thus,

we

were

not

focused

on

“value”,

nor

were

we

necessarily

be

focused

on

identifying

companies

that

are

buying

back

their

stocks.

•

Higher

volatility

(beta)

stocks

outperformed.

As

you

know,

we

have

historically

had

a

beta

equal

to

or

slightly

less

than

the

index.

•

Positive

earnings

revisions

were

not

effective

as

a

driver

of

performance,

and

stock

price

momentum

was

negative.

One

of

the

main

components

of

our

process

is

that

we

seek

companies

that

have

positive

earnings

revisions.

Historically,

we

have

seen

a

correlation

between

positive

earnings

revisions

and

stock

price

performance,

or

stock

price

momentum.

That

was

not

evident

in

2023.

•

Quality

underperformed;

we

have

a

quality

bias

to

our

stock

selection.

Lisanti

Small

Cap

Growth

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

December

31,

2023

2

to

us

this

is

a

central

tenet

of

growth

investing.

For

most

of

2023,

based

on

the

factor

analysis

we

have

reviewed

and

our

observations

of

stock

movements,

stock

prices

did

not

follow

fundamentals.

And

as

you

can

see

from

the

factor

analysis

above,

both

price

momentum

and

earnings

revisions

were

not

additive

to

performance.

To

us,

this

supports

what

we

observed,

which

was

that

it

was

a

“reversion

to

the

mean”

year

more

than

anything

else.

What

we

observed

is

that

companies

that

had

disappointing

results

and

cut

estimates

going

forward,

and

had

secular

slowdowns

in

their

rates

of

growth,

initially

saw

their

stock

prices

go

down

and

then

they

would

gradually

move

back

up

to

the

prior

levels.

Companies

that

reported

better

than

expected

numbers,

and

raised

their

growth

expectations,

would

initially

see

their

stocks

move

up,

but

then

they

would

gradually

drift

down

to

the

prior

level.

Our

investment

process

leads

us

to

sell

those

companies

that

report

disappointing

numbers,

if

we

believe

they

have

lowered

their

growth

rate

and

that

situation

will

not

be

a

temporary

one;

we

prefer

to

invest

in

those

companies

that

are

driving

consistent

or

accelerating

growth.

In

a

“reversion

to

the

mean”

market

such

as

2023’s,

we

saw

many

stocks

that

we

sold

because

their

growth

rates

had

slowed

“revert

to

the

mean”,

while

many

companies

whose

earnings

growth

was

accelerating

did

not

see

the

appreciation

we

believe

was

merited—again

we

attribute

that

to

“reversion

to

the

mean”.

Some

of

the

underperformance

arose

from

our

portfolio

positioning

in

the

first

half

of

the

year.

In

the

wake

of

seven

Federal

Reserve

rates

hikes

in

2022

we

expected

the

economy

to

slow

in

the

back

half

of

2023.

Historically,

health

care

and

software

have

outperformed

during

economic

slowdowns;

as

growth

investors,

many

companies

in

those

sectors

had

profiles

that

fit

our

criteria

in

terms

of

revenue

and

earnings

growth

and

thus

we

overweighted

those

sectors.

However,

both

of

those

sectors

came

under

severe

pressure

throughout

the

year,

which

did

not

resolve

itself

until

the

last

two

months

of

the

year,

and

certainly

contributed

to

the

underperformance

of

the

portfolio

this

year.

As

we

observed

that

the

economy

was

not

slowing,

early

in

the

back

half

of

2023,

we

moved

to

underweight

software

and

Health

Care

and

overweighted

Industrials.

While

these

shifts

were

of

modest

benefit

to

performance,

the

continued

decline

in

health

care

and

software

in

the

second

half

of

the

year

more

than

outweighed

those

changes.

Health

Care

has

been

a

most

difficult

area

for

the

past

18

months.

The

combination

of

higher

valuation

in

medical

devices

and

the

unevenness

of

the

recovery

in

surgeries

created

extreme

volatility

both

in

earnings

and

in

stock

prices;

in

the

back

half

of

2023

concerns

over

GLP-1

weight

loss

drugs

weighed

on

the

group,

with

many

investors

deciding

that

the

advent

of

these

drugs

might

mean

that

procedure

volumes

for

hips,

knees,

hearts,

etc.,

would

drop

quickly

and

sharply.

This

led

to

fairly

significant

declines

in

the

values

of

many

of

these

device

stocks

through

October

and

into

November,

and

then

a

strong

bounce.

By

the

end

of

2023,

we

believed

that

valuations

had

moved

into

a

more

“normal”

area,

and

as

procedure

growth

continued

to

normalize,

many

companies

continued

to

see

strong

results.

Thus,

we

increased

our

weighting

in

the

health

care

sector

late

in

the

year.

We

have

examined

our

process,

as

we

always

do,

to

determine

if

there

is

anything

we

need

to

focus

on

or

sharpen.

While

we

have

not

made

any

major

changes,

we

have

focused

on

understanding

the

investors

in

our

stocks;

the

trading

environment

around

the

investments

we

are

making;

and

we

are

speaking

with

Lisanti

Small

Cap

Growth

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

December

31,

2023

3

our

companies,

their

competitors,

and

analysts

who

follow

them

more

frequently,

given

the

volatility

of

the

environment.

As

we

go

forward

into

2024,

we

believe

that

the

investing

environment

will

also

return

to

“normal.”

Fundamentals

will

matter,

as

will

valuations;

companies

that

can

deliver

above

average

earnings

growth

will

be

rewarded

with

above

average

valuations.

We

are

heartened

to

see

that

in

January,

so

far,

that

has

been

the

case.

There

have

been

three

very

large

investment

conferences

where

hundreds

of

companies

have

presented;

those

that

have

pre-announced

strong

earnings

and

revenue

growth

have

seen

their

stocks

outperform.

While

the

consensus

forecast

is

for

earnings

growth

to

return

to

the

small

cap

sector

in

2024,

we

are

aware

that

the

macroeconomic

environment

may

be

more

challenging—interest

rates

are

higher,

although

it

is

anticipated

that

they

will

decline,

while

economic

growth

may

be

slower

than

historical

averages,

and

the

world

is

even

more

unsettled.

Thus,

we

have

focused

on

companies

that

we

believe

have

a

lot

of

internal

drivers;

this

means,

to

us,

that

the

earnings

growth

is

not

dependent

as

much

on

the

economy

as

it

is

on

the

company’s

ability

to

execute

its

plan.

Were

a

severe

recession

to

occur,

the

company’s

ability

to

execute

might

be

in

question

as

the

macroeconomic

headwinds

might

be

just

too

tough

to

overcome.

While

we

remain

vigilant

in

watching

for

any

signs

that

a

severe

recession

is

unfolding,

we

do

not

see

that

as

likely

at

the

current

time

and

we

imagine,

were

a

severe

recession

to

occur,

it

would

present

a

challenge

to

the

entire

stock

market.

Our

current

portfolio

positioning

is

focused

on

companies

and

sectors

where

we

believe

we

will

see

above

average

sales

growth

and

operating

leverage;

companies

that

have

improved

their

operating

margins

through

restructuring

or

streamlining

their

businesses

and

thus

can

weather

a

slowdown

better,

or

companies

early

in

their

lifecycle

that

are

in

very

strong

growth

modes.

These

types

of

companies

should

see

earnings

growth

above

investor

expectations

as

we

move

through

2024.

We

are

overweight

Technology

stocks,

Consumer

stocks,

Industrials

and

Financials.

Our

technology

holdings

encompass

several

stocks

we

would

classify

as

financials

(i.e.

specialty

finance/payment

processors),

or

industrial

technology,

but

are

classified

as

technology

holdings

in

the

indices.

We

are

underweight

Energy,

and

our

holdings

are

centered

around

internationally

focused

oil

service

stocks.

In

Financials,

we

have

recently

added

to

banks,

because

we

believe

that

net

interest

margins

may

bottom

in

the

first

half

of

2024,

which

will

provide

a

tailwind

for

bank

earnings.

While

we

understand

the

concerns

around

credit

quality

issues,

those

appear

to

be

centered

around

office

real

estate

and

may

play

out

over

a

number

of

years;

these

issues

affect

banks

to

varying

degrees,

depending

upon

their

loan

portfolio.

We

remain

underweight

Health

Care,

although

we

are

more

favorably

disposed

as

valuations

have

compressed,

particularly

on

the

growth

side,

after

the

severe

underperformance

last

year.

As

of

December

31,

2023,

the

earnings

growth

rate

of

the

portfolio

for

the

next

12

months

is

forecasted

at

46.9%,

based

on

Bloomberg;

the

price/earnings

ratio

is

25.6x

(based

on

Bloomberg),

for

a

price/earnings

multiple

to

earnings

growth,

or

PEG,

ratio

of

0.55.

Historically,

that

has

been

on

the

low

end

of

the

range

we

have

seen.

We

believe

this

PEG

ratio

provides

us

with

some

protection,

should

rates

stay

“higher

for

longer”

or

rates

even

go

up

(which

is

unexpected,

granted,

but

not

out

of

the

realm

of

possibilities)

should

Lisanti

Small

Cap

Growth

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

December

31,

2023

4

inflation

prove

more

intransigent

than

currently

expected.

Why?

Typically,

if

interest

rates

rise,

price/earnings

multiples

compress

a

bit.

The

lower

the

PEG

ratio,

one

could

argue,

the

more

likely

that

the

stocks

in

the

portfolio

have

already

experienced

some

multiple

compression

and

thus

would

be

less

likely

to

see

enough

multiple

compression

to

hinder

returns.

Should

the

companies

deliver

on

the

earnings

growth

forecasted,

we

believe

the

portfolio

could

be

very

well

positioned

to

deliver

alpha.

We

continue

to

look

for

companies

that

have

one

or

more

of

following

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

have

written

in

the

past

that

we

believed

the

components

were

in

place

for

smaller

cap

growth

stocks

to

outperform;

while

the

valuations

of

smaller

growth

stocks

relative

to

the

larger

capitalization

companies

have

been

low

by

historical

measures

since

the

end

of

2022,

we

have

not

seen

relative

earnings

growth

of

the

smaller

stocks

accelerate

relative

to

the

larger

capitalization

stocks.

We

believe

that

2024

will

be

the

year

in

which

this

occurs;

generally,

you

need

both

discounted

valuation

and

faster

earnings

growth

to

start

the

cycle

of

outperformance.

We

also

believe

that

we

are

just

about

at

the

end

of

the

economic

disruptions,

cost

disruptions,

supply

chain

issues,

etc.,

that

for

many

sectors

and

industries

marked

the

recovery

period

from

COVID.

While

it

has

taken

longer

and

been

bumpier

than

anyone

imagined,

we

believe

that

going

forward,

it

will

be

a

more

traditionally

“normal”

environment

and

thus

it

will

be

easier

for

investors

to

distinguish

those

companies

that

have

growth

strategies

and

good

execution

and

those

that

do

not.

We

continue

to

work

hard

on

your

behalf;

we

thank

you

for

your

investment

in

the

Fund.

Sincerely,

Mary

Lisanti

,

CFA

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,

2023

5

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.

Price/earnings

to

growth

ratio

(PEG

ratio)

is

a

stock’s

price

to

earnings

(P/E)

ratio

divided

by

the

growth

rate

of

its

earnings

for

a

specified

time

period.

The

views

in

this

report

were

those

of

the

Fund

manager

as

of

December

31,

2023,

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,

2023

6

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

1.67%.

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,

2024

(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

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.

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,

2023

One

Year

Five

Year

Ten

Year

Lisanti

Small

Cap

Growth

Fund

4.36%

6.79%

6.56%

Russell

2000

Growth

Index

18.66%

9.22%

7.16%

Lisanti

Small

Cap

Growth

Fund

SCHEDULE

OF

INVESTMENTS

December

31,

2023

7

See

Notes

to

Financial

Statements.

Shares

Security

Description

Value

Common

Stock

-

100.1%

Communication

Services

-

0.7%

15,145‌

Integral

Ad

Science

Holding

Corp. 

(a)

$

217,937‌

Consumer

Discretionary

-

16.0%

6,965‌

Abercrombie

&

Fitch

Co. 

(a)

614,452‌

5,930‌

Cava

Group,

Inc. 

(a)

254,871‌

1,625‌

Crocs,

Inc. 

(a)

151,791‌

6,185‌

Dave

&

Buster's

Entertainment,

Inc. 

(a)

333,062‌

5,470‌

Foot

Locker,

Inc.

170,391‌

1,805‌

Meritage

Homes

Corp.

314,431‌

11,705‌

Modine

Manufacturing

Co. 

(a)

698,789‌

4,430‌

Ollie's

Bargain

Outlet

Holdings,

Inc. 

(a)

336,193‌

19,855‌

OneSpaWorld

Holdings,

Ltd. 

(a)

279,956‌

3,590‌

Shake

Shack,

Inc.,

Class A 

(a)

266,091‌

6,795‌

Taylor

Morrison

Home

Corp.,

Class A 

(a)

362,513‌

1,740‌

TopBuild

Corp. 

(a)

651,212‌

1,250‌

Wingstop,

Inc.

320,725‌

3,410‌

YETI

Holdings,

Inc. 

(a)

176,570‌

4,931,047‌

Consumer

Staples

-

5.4%

5,660‌

BellRing

Brands,

Inc. 

(a)

313,734‌

1,080‌

Duolingo,

Inc. 

(a)

244,998‌

3,300‌

elf

Beauty,

Inc. 

(a)

476,322‌

4,410‌

Freshpet,

Inc. 

(a)

382,612‌

5,565‌

Oddity

Tech,

Ltd. 

(a)

258,939‌

1,676,605‌

Energy

-

1.3%

4,095‌

Weatherford

International

PLC 

(a)

400,614‌

Financials

-

6.4%

7,115‌

Pinnacle

Financial

Partners,

Inc.

620,570‌

11,660‌

Skyward

Specialty

Insurance

Group,

Inc. 

(a)

395,041‌

11,395‌

The

Bancorp,

Inc. 

(a)

439,391‌

10,195‌

Webster

Financial

Corp.

517,498‌

1,972,500‌

Health-Care

-

8.3%

3,935‌

Amphastar

Pharmaceuticals,

Inc. 

(a)

243,380‌

3,145‌

Apellis

Pharmaceuticals,

Inc. 

(a)

188,260‌

7,780‌

Axonics,

Inc. 

(a)

484,149‌

9,730‌

Crinetics

Pharmaceuticals,

Inc. 

(a)

346,193‌

3,655‌

Cytokinetics,

Inc. 

(a)

305,156‌

4,110‌

Intra-Cellular

Therapies,

Inc. 

(a)

294,358‌

4,585‌

Ionis

Pharmaceuticals,

Inc. 

(a)

231,955‌

25,190‌

Viking

Therapeutics,

Inc. 

(a)

468,786‌

2,562,237‌

Shares

Security

Description

Value

Health-Care

Equipment

&

Services

-

10.5%

6,410‌

Alphatec

Holdings,

Inc. 

(a)

$

96,855‌

2,865‌

CONMED

Corp.

313,746‌

4,845‌

Evolent

Health,

Inc.,

Class A 

(a)

160,030‌

2,415‌

Inari

Medical,

Inc. 

(a)

156,782‌

830‌

Inspire

Medical

Systems,

Inc. 

(a)

168,847‌

2,080‌

Lantheus

Holdings,

Inc. 

(a)

128,960‌

19,095‌

NeoGenomics,

Inc. 

(a)

308,957‌

10,910‌

PROCEPT

BioRobotics

Corp. 

(a)

457,238‌

10,360‌

RxSight,

Inc. 

(a)

417,715‌

4,630‌

SI-BONE,

Inc. 

(a)

97,184‌

8,910‌

Tandem

Diabetes

Care,

Inc. 

(a)

263,558‌

8,555‌

TransMedics

Group,

Inc. 

(a)

675,246‌

3,245,118‌

Industrials

-

20.3%

3,185‌

Applied

Industrial

Technologies,

Inc.

550,018‌

2,755‌

Clean

Harbors,

Inc. 

(a)

480,775‌

1,620‌

Comfort

Systems

USA,

Inc.

333,185‌

9,915‌

Construction

Partners,

Inc.,

Class A 

(a)

431,501‌

11,230‌

Core

&

Main,

Inc.,

Class A 

(a)

453,804‌

4,380‌

Federal

Signal

Corp.

336,121‌

4,536‌

Fluence

Energy,

Inc. 

(a)

108,184‌

7,885‌

Fluor

Corp. 

(a)

308,855‌

7,125‌

FTAI

Aviation,

Ltd.

330,600‌

1,050‌

Herc

Holdings,

Inc.

156,335‌

2,960‌

Huron

Consulting

Group,

Inc. 

(a)

304,288‌

4,585‌

Kornit

Digital,

Ltd. 

(a)

87,849‌

7,635‌

NEXTracker,

Inc.,

Class A 

(a)

357,700‌

1,235‌

RBC

Bearings,

Inc. 

(a)

351,839‌

345‌

Saia,

Inc. 

(a)

151,186‌

480‌

Simpson

Manufacturing

Co.,

Inc.

95,030‌

3,775‌

SPX

Technologies,

Inc. 

(a)

381,313‌

3,875‌

Sterling

Infrastructure,

Inc. 

(a)

340,729‌

6,250‌

The

AZEK

Co.,

Inc. 

(a)

239,062‌

13,029‌

Xometry,

Inc.,

Class A 

(a)

467,871‌

6,266,245‌

Information

Technology

-

28.3%

3,030‌

Agilysys,

Inc. 

(a)

257,005‌

1,975‌

Altair

Engineering,

Inc.,

Class A 

(a)

166,196‌

2,020‌

Blackbaud,

Inc. 

(a)

175,134‌

7,070‌

Camtek,

Ltd./Israel 

(a)

490,517‌

7,145‌

Credo

Technology

Group

Holding,

Ltd. 

(a)

139,113‌

8,800‌

DoubleVerify

Holdings,

Inc. 

(a)

323,664‌

1,470‌

Fabrinet 

(a)

279,785‌

13,295‌

FormFactor,

Inc. 

(a)

554,534‌

23,210‌

Freshworks,

Inc. 

(a)

545,203‌

4,820‌

Gitlab,

Inc.,

Class A 

(a)

303,467‌

Lisanti

Small

Cap

Growth

Fund

SCHEDULE

OF

INVESTMENTS

December

31,

2023

8

See

Notes

to

Financial

Statements.

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

as

of

December

31,

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

and

a

Money

Market

Fund.

Refer

to

this

Schedule

of

Investments

for

a

further

breakout

of

each

security

by

industry.

Shares

Security

Description

Value

Information

Technology

-

28.3%

(continued)

5,000‌

Impinj,

Inc. 

(a)

$

450,150‌

9,925‌

JFrog,

Ltd. 

(a)

343,504‌

3,765‌

MACOM

Technology

Solutions

Holdings,

Inc. 

(a)

349,957‌

14,560‌

Nutanix,

Inc.,

Class A 

(a)

694,366‌

6,635‌

PROS

Holdings,

Inc. 

(a)

257,372‌

11,930‌

Q2

Holdings,

Inc. 

(a)

517,881‌

4,890‌

Rambus,

Inc. 

(a)

333,742‌

5,985‌

Rapid7,

Inc. 

(a)

341,744‌

7,080‌

Semtech

Corp. 

(a)

155,123‌

1,505‌

SiTime

Corp. 

(a)

183,730‌

6,735‌

Smartsheet,

Inc.,

Class A 

(a)

322,068‌

8,020‌

Sprout

Social,

Inc.,

Class A 

(a)

492,749‌

1,055‌

SPS

Commerce,

Inc. 

(a)

204,501‌

1,200‌

Super

Micro

Computer,

Inc. 

(a)

341,112‌

10,750‌

Varonis

Systems,

Inc. 

(a)

486,760‌

8,709,377‌

Materials

-

2.9%

4,535‌

Carpenter

Technology

Corp.

321,078‌

8,415‌

Knife

River

Corp. 

(a)

556,905‌

877,983‌

Total

Common

Stock

(Cost

$26,604,665)

30,859,663‌

Shares

Security

Description

Value

Money

Market

Fund

-

1.0%

298,633‌

First

American

Treasury

Obligations

Fund,

Class X,

5.29% 

(b)

(Cost

$298,633)

298,633‌

Investments,

at

value

-

101.1%

(Cost

$26,903,298)

$

31,158,296‌

Other

Assets

&

Liabilities,

Net

-

(1.1)%

(326,283‌)

Net

Assets

-

100.0%

$

30,832,013‌

(a)

Non-income

producing

security.

(b)

Dividend

yield

changes

daily

to

reflect

current

market

conditions.

Rate

was

the

quoted

yield

as

of

December

31,

2023.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

31,158,296‌

Level

2

-

Other

Significant

Observable

Inputs

–‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

31,158,296‌

PORTFOLIO

HOLDINGS

(Unaudited)

%

of

Total

Investments

Communication

Services

0.7‌%

Consumer

Discretionary

15.8‌%

Consumer

Staples

5.4‌%

Energy

1.3‌%

Financials

6.3‌%

Health-Care

8.2‌%

Health-Care

Equipment

&

Services

10.4‌%

Industrials

20.1‌%

Information

Technology

28.0‌%

Materials

2.8‌%

Money

Market

Fund

1.0‌%

100.0‌%

Lisanti

Small

Cap

Growth

Fund

STATEMENT

OF

ASSETS

AND

LIABILITIES

December

31,

2023

9

See

Notes

to

Financial

Statements.

ASSETS

Investments,

at

value

(Cost

$26,903,298)

$

31,158,296‌

Receivables:

Fund

shares

sold

46,534‌

Dividends

2,829‌

From

investment

adviser

5,267‌

Prepaid

expenses

12,252‌

Total

Assets

31,225,178‌

LIABILITIES

Payables:

Fund

shares

redeemed

328,008‌

Accrued

Liabilities:

Fund

services

fees

16,864‌

Other

expenses

48,293‌

Total

Liabilities

393,165‌

NET

ASSETS

$

30,832,013‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

56,958,006‌

Accumulated

loss

(26,125,993‌)

NET

ASSETS

$

30,832,013‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

1,864,696‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE

$

16.53‌

Lisanti

Small

Cap

Growth

Fund

STATEMENT

OF

OPERATIONS

YEAR

ENDED

DECEMBER

31,

2023

10

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

$

160,461‌

Interest

income

4‌

Total

Investment

Income

160,465‌

EXPENSES

Investment

adviser

fees

512,013‌

Fund

services

fees

234,693‌

Shareholder

service

fees

107,793‌

Custodian

fees

9,005‌

Registration

fees

23,784‌

Professional

fees

46,124‌

Trustees'

fees

and

expenses

6,677‌

Other

expenses

71,640‌

Total

Expenses

1,011,729‌

Fees

waived

(286,517‌)

Net

Expenses

725,212‌

NET

INVESTMENT

LOSS

(564,747‌)

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

on

investments

978,903‌

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

986,988‌

NET

REALIZED

AND

UNREALIZED

GAIN

1,965,891‌

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

1,401,144‌

Lisanti

Small

Cap

Growth

Fund

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

11

See

Notes

to

Financial

Statements.

For

the

Years

Ended

December

31,

2023

2022

OPERATIONS

Net

investment

loss

$

(564,747‌)

$

(774,134‌)

Net

realized

gain

(loss)

978,903‌

(30,199,467‌)

Net

change

in

unrealized

appreciation

(depreciation)

986,988‌

(12,386,669‌)

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

1,401,144‌

(43,360,270‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

–‌

(1,685,297‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

12,474,244‌

45,579,915‌

Reinvestment

of

distributions

–‌

1,255,349‌

Redemption

of

shares

(43,517,859‌)

(46,428,689‌)

Redemption

fees

–‌

2,141‌

Increase

(Decrease)

in

Net

Assets

from

Capital

Share

Transactions

(31,043,615‌)

408,716‌

Decrease

in

Net

Assets

(29,642,471‌)

(44,636,851‌)

NET

ASSETS

Beginning

of

Year

60,474,484‌

105,111,335‌

End

of

Year

$

30,832,013‌

$

60,474,484‌

SHARE

TRANSACTIONS

Sale

of

shares

774,563‌

2,269,859‌

Reinvestment

of

distributions

–‌

75,626‌

Redemption

of

shares

(2,728,467‌)

(2,577,880‌)

Decrease

in

Shares

(1,953,904‌)

(232,395‌)

Lisanti

Small

Cap

Growth

Fund

FINANCIAL

HIGHLIGHTS

12

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

year

.

For

the

Years

Ended

December

31,

2023

2022

2021

2020

2019

NET

ASSET

VALUE,

Beginning

of

Year

$

15.84‌

$

25.95‌

$

30.96‌

$

21.76‌

$

17.71‌

INVESTMENT

OPERATIONS

Net

investment

loss

(a)

(0.17‌)

(0.17‌)

(0.38‌)

(0.28‌)

(0.25‌)

Net

realized

and

unrealized

gain

(loss)

0.86‌

(9.51‌)

3.32‌

11.66‌

4.78‌

Total

from

Investment

Operations

0.69‌

(9.68‌)

2.94‌

11.38‌

4.53‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

realized

gain

–‌

(0.43‌)

(7.95‌)

(2.18‌)

(0.48‌)

Total

Distributions

to

Shareholders

–‌

(0.43‌)

(7.95‌)

(2.18‌)

(0.48‌)

REDEMPTION

FEES(a)

–‌

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

NET

ASSET

VALUE,

End

of

Year

$

16.53‌

$

15.84‌

$

25.95‌

$

30.96‌

$

21.76‌

TOTAL

RETURN

4.36‌%

(37.37‌)%

10.69‌%

52.85‌%

25.62‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000s

omitted)

$

30,832‌

$

60,474‌

$

105,111‌

$

82,925‌

$

50,637‌

Ratios

to

Average

Net

Assets:

Net

investment

loss

(1.05‌)%

(0.91‌)%

(1.14‌)%

(1.17‌)%

(1.20‌)%

Net

expenses

1.35‌%

1.35‌%

1.35‌%

1.35‌%

1.35‌%

Gross

expenses

(c)

1.88‌%

1.67‌%

1.61‌%

1.78‌%

1.98‌%

PORTFOLIO

TURNOVER

RATE

475‌%

347‌%

264‌%

314‌%

252‌%

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,

2023

13

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,

2023

14

Discounts

may

also

be

applied

based

on

the

nature

or

duration

of

any

restrictions

on

the

disposition

of

the

investments.

The

Adviser

performs

regular

reviews

of

valuation

methodologies,

key

inputs

and

assumptions,

disposition

analysis

and

market

activity.

Fair

valuation

is

based

on

subjective

factors

and,

as

a

result,

the

fair

value

price

of

an

investment

may

differ

from

the

security’s

market

price

and

may

not

be

the

price

at

which

the

asset

may

be

sold.

Fair

valuation

could

result

in

a

different

NAV

than

a

NAV

determined

by

using

market

quotes.

GAAP

has

a

three-tier

fair

value

hierarchy.

The

basis

of

the

tiers

is

dependent

upon

the

various

“inputs”

used

to

determine

the

value

of

the

Fund’s

investments.

These

inputs

are

summarized

in

the

three

broad

levels

listed

below:

Level

1

-

Quoted

prices

in

active

markets

for

identical

assets

and

liabilities.

Level

2

-

Prices

determined

using

significant

other

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

prepayment

speeds,

credit

risk,

etc.).

Short-term

securities

with

maturities

of

sixty

days

or

less

are

valued

at

amortized

cost,

which

approximates

market

value,

and

are

categorized

as

Level

2

in

the

hierarchy.

Municipal

securities,

long-term

U.S.

government

obligations

and

corporate

debt

securities

are

valued

in

accordance

with

the

evaluated

price

supplied

by

a

pricing

service

and

generally

categorized

as

Level

2

in

the

hierarchy.

Other

securities

that

are

categorized

as

Level

2

in

the

hierarchy

include,

but

are

not

limited

to,

warrants

that

do

not

trade

on

an

exchange,

securities

valued

at

the

mean

between

the

last

reported

bid

and

ask

quotation

and

international

equity

securities

valued

by

an

independent

third

party

with

adjustments

for

changes

in

value

between

the

time

that

the

securities’

respective

local

market

closes

and

the

close

of

the

U.S.

market.

Level

3

-

Significant

unobservable

inputs

(including

the

Fund’s

own

assumptions

in

determining

the

fair

value

of

investments).

The

aggregate

value

by

input

level,

as

of

December

31,

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

–

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,

2023

15

declared

and

paid

at

least

annually.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Distributions

are

based

on

amounts

calculated

in

accordance

with

applicable

federal

income

tax

regulations,

which

may

differ

from

GAAP.

These

differences

are

due

primarily

to

differing

treatments

of

income

and

gain

on

various

investment

securities

held

by

the

Fund,

timing

differences

and

differing

characterizations

of

distributions

made

by

the

Fund.

Federal

Taxes

–

The

Fund

intends

to

continue

to

qualify

each

year

as

a

regulated

investment

company

under

Subchapter

M

of

Chapter

1,

Subtitle

A,

of

the

Internal

Revenue

Code

of

1986,

as

amended

(“Code”),

and

to

distribute

all

of

its

taxable

income

to

shareholders.

In

addition,

by

distributing

in

each

calendar

year

substantially

all

of

its

net

investment

income

and

capital

gains,

if

any,

the

Fund

will

not

be

subject

to

a

federal

excise

tax.

Therefore,

no

federal

income

or

excise

tax

provision

is

required.

The

Fund

recognizes

interest

and

penalties,

if

any,

related

to

unrecognized

tax

benefits

as

income

tax

expense

in

the

Statement

of

Operations.

During

the

year,

the

Fund

did

not

incur

any

interest

or

penalties.

The

Fund

files

a

U.S.

federal

income

and

excise

tax

return

as

required.

The

Fund’s

federal

income

tax

returns

are

subject

to

examination

by

the

Internal

Revenue

Service

for

a

period

of

three

fiscal

years

after

they

are

filed.

As

of

December

31,

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.

Commitments

and

Contingencies

–

In

the

normal

course

of

business,

the

Fund

enters

into

contracts

that

provide

general

indemnifications

by

the

Fund

to

the

counterparties

to

the

contracts.

The

Fund’s

maximum

exposure

under

these

arrangements

is

dependent

on

future

claims

that

may

be

made

against

the

Fund

and,

therefore,

cannot

be

estimated;

however,

based

on

experience,

the

risk

of

loss

from

such

claims

is

considered

remote.

The

Fund

has

determined

that

none

of

these

arrangements

requires

disclosure

on

the

Fund’s

statement

of

assets

and

liabilities.

Note

3.

Fees

and

Expenses

Investment

Adviser

–

Lisanti

Capital

Growth,

LLC

(the

“Adviser”)

is

the

investment

adviser

to

the

Fund.

Pursuant

to

an

investment

advisory

agreement,

the

Adviser

receives

an

advisory

fee,

payable

monthly,

from

the

Fund

at

an

annual

rate

of

0.95%

of

the

Fund’s

average

daily

net

assets.

Shareholder

Service

Plan

–

The

Trust

has

adopted

a

shareholder

service

plan

for

the

Fund

under

which

the

Fund

may

reimburse

the

Fund’s

administrator

for

amounts

paid

by

the

administrator

for

providing

shareholder

service

activities

that

are

not

otherwise

provided

by

the

transfer

agent.

The

Fund’s

administrator

may

make

such

payments

to

various

financial

institutions,

including

the

Adviser,

that

provide

shareholder

servicing

to

their

customers

invested

in

the

Fund

in

amounts

of

up

to

0.25%

annually

of

the

average

daily

net

assets

of

the

Fund.

Lisanti

Small

Cap

Growth

Fund

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2023

16

Distribution

–

Foreside

Fund

Services,

LLC,

a

wholly

owned

subsidiary

of

Foreside

Financial

Group,

LLC

(d/b/a

ACA

Group)

(the

“Distributor”),

acts

as

the

agent

of

the

Trust

in

connection

with

the

continuous

offering

of

shares

of

the

Fund.

The

Fund

does

not

have

a

distribution

(12b-1)

plan;

accordingly,

the

Distributor

does

not

receive

compensation

from

the

Fund

for

its

distribution

services.

The

Adviser

compensates

the

Distributor

directly

for

its

services.

The

Distributor

is

not

affiliated

with

the

Adviser

or

Atlantic

Fund

Administration,

LLC,

a

wholly

owned

subsidiary

of

Apex

US

Holdings

LLC

(d/b/a

Apex

Fund

Services)

(“Apex”)

or

their

affiliates.

Other

Service

Providers

–

Apex

provides

fund

accounting,

fund

administration,

compliance

and

transfer

agency

services

to

the

Fund.

The

fees

related

to

these

services

are

included

in

Fund

services

fees

within

the

Statement

of

Operations.

Apex

also

provides

certain

shareholder

report

production

and

EDGAR

conversion

and

filing

services.

Pursuant

to

an

Apex

Services

Agreement,

the

Fund

pays

Apex

customary

fees

for

its

services.

Apex

provides

a

Principal

Executive

Officer,

a

Principal

Financial

Officer,

a

Chief

Compliance

Officer

and

an

Anti-Money

Laundering

Officer

to

the

Fund,

as

well

as

certain

additional

compliance

support

functions.

Trustees

and

Officers

–

Each

Independent

Trustee’s

annual

retainer

is

$45,000

($55,000

for

the

Chairman),

and

the

Audit

Committee

Chairman

receives

an

additional

$2,000

annually.

The

Trustees

and

the

Chairman

may

receive

additional

fees

for

special

Board

meetings.

Each

Trustee

is

also

reimbursed

for

all

reasonable

out-of-pocket

expenses

incurred

in

connection

with

his

or

her

duties

as

a

Trustee,

including

travel

and

related

expenses

incurred

in

attending

Board

meetings.

The

amount

of

Trustees’

fees

attributable

to

the

Fund

is

disclosed

in

the

Statement

of

Operations.

Certain

officers

of

the

Trust

are

also

officers

or

employees

of

the

above

named

service

providers,

and

during

their

terms

of

office

received

no

compensation

from

the

Fund.

Note

4.

Fees

Waived

The

Adviser

has

contractually

agreed

to

waive

its

fee

and/or

reimburse

expenses

to

limit

total

annual

fund

operating

expenses

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

proxy

expenses,

and

extraordinary

expenses)

to

1.35%

through

April

30,

2024.

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,

2023

,

fees

waived

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

December

31,

2023,

$638,038

is

subject

to

recapture

by

the

Adviser.

Investment

Adviser

Fees

Waived

Other

Waivers

Total

Fees

Waived

and

Expenses

Reimbursed

$

256,950‌

$

29,567‌

$

286,517‌

Lisanti

Small

Cap

Growth

Fund

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2023

17

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,

2023,

totaled

$246,085,402

and

$276,227,240,

respectively.

Note

6.

Federal

Income

Tax

As

of

December

31,

2023

,

the

cost

of

investments

for

federal

income

tax

purposes

is

$27,566,674

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,

2023,

distributable

earnings

on

a

tax

basis

were

as

follows:

The

difference

between

components

of

distributable

earnings

on

a

tax

basis

and

the

amounts

reflected

in

the

Statement

of

Assets

and

Liabilities

are

primarily

due

to

wash

sales

and

PFICs.

For

the

year

ended

December

31,

2023,

the

Fund

had

$29,717,615

in

short

term

capital

loss

carry

forwards

that

have

no

expiration

date.

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,

2023.

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.

Gross

Unrealized

Appreciation

$

3,702,391‌

Gross

Unrealized

Depreciation

(110,769‌)

Net

Unrealized

Appreciation

$

3,591,622‌

2023

2022

Long-Term

Capital

Gain

$

–‌

$

1,685,297‌

Capital

and

Other

Losses

$

(29,717,615‌)

Net

Unrealized

Appreciation

3,591,622‌

Total

$

(26,125,993‌)

Accumulated

Loss

$

353,445‌

Paid-in-Capital

(353,445‌)

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

18

To

the

Shareholders

of

Lisanti

Small

Cap

Growth

Fund

and

Board

of

Trustees

of

Forum

Funds

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities,

including

the

schedule

of

investments,

of

Lisanti

Small

Cap

Growth

Fund

(the

“Fund”),

a

series

of

Forum

Funds,

as

of

December

31,

2023,

the

related

statements

of

operations

and

changes

in

net

assets

for

the

year

then

ended,

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

December

31,

2023,

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

statement

and

financial

highlights

for

the

years

ended

December

31,

2022,

and

prior,

were

audited

by

other

auditors

whose

report

dated

February

24,

2023,

expressed

an

unqualified

opinion

on

those

financial

statement

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.

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

19

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

December

31,

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

February

28,

2024

Lisanti

Small

Cap

Growth

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2023

20

Investment

Advisory

Agreement

Approval

At

the

September

14,

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

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,

2023

21

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-

and

three-year

periods

ended

June

30,

2023,

and

for

the

period

since

the

Fund’s

inception

on

February

27,

2004,

and

outperformed

the

benchmark

for

the

five-

and

10-year

periods

ended

June

30,

2023.

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-,

three-,

five-,

and

10-year

periods

ended

June

30,

2023.

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

the

Adviser

represented

can

result

in

the

type

of

performance

disparity

experienced

over

longer

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,

2023

22

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

current

asset

level

and

the

research-intensive

nature

of

the

Fund’s

investment

strategy,

the

Adviser

was

not

proposing

breakpoints

in

the

advisory

fee

at

this

time.

Based

on

the

foregoing

information,

and

in

light

of

the

size

of

the

Fund

and

the

recent

decline

in

the

Fund’s

assets,

the

Board

concluded

that

any

existing

economies

of

scale

were

addressed

in

the

Fund’s

expense

cap

structure

and

that

the

information

presented

was

consistent

with

the

renewal

of

the

Advisory

Agreement

at

current

fee

levels.

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,

2023

23

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,

2022

through

June

30,

2023

in

order

to

prepare

a

written

report

to

the

Board

for

review

at

its

meeting

held

on

September

14,

2023.

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,

2023

24

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,

2023

through

December

31,

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

=

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.

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

Beginning

Account

Value

July

1,

2023

Ending

Account

Value

December

31,

2023

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Actual

$

1,000.00

$

968.36

$

6.70

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,

2023

25

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)

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

Lisanti

Small

Cap

Growth

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2023

26

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.

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

-

1223

Annual

Report

DECEMBER

31,

2023

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,

2023

Dear

Fellow

Shareholder,

2023

will

be

remembered

as

a

year

of

several

plot

lines.

The

year

started

with

economists

calling

for

a

recession;

by

summer,

the

consensus

shifted

to

the

“higher

for

longer”

(higher

inflation

and

interest

rates

for

longer

period)

catch

phrase;

but

by

November,

the

temperature

changed

to

cooling

inflation,

rate

cuts

and

a

“soft

landing”

scenario.

Returns

were

particularly

strong

across

both

stocks

and

bonds

in

the

fourth

quarter

as

a

result.

The

early

anticipated

recession

did

not

materialize;

in

fact,

just

the

opposite

occurred

with

the

S&P

500

Index

up

25.67%

for

the

year

ended

December

31,

2023

(the

“year”),

leveraging

gains

from

a

concentrated

group

of

mega-cap

tech

stocks.

Tech

stocks

also

lifted

the

MSCI

World

Index

(the

“benchmark”),

which

returned

23.79%

on

the

year.

The

Polaris

Global

Value

Fund

(the

“Fund”)

underperformed

at

14.77%.

Double-digit

gains

in

cyclicals,

including

information

technology

(IT),

financials,

consumer

discretionary

and

industrials,

simply

didn’t

meet

the

outsized

gains

of

the

tech-dominant

benchmark.

Absolute

detractors

were

generally

limited

to

stocks

in

traditionally-defensive

sectors,

namely

health

care

and

utilities.

*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

1.23%.

The

Fund’s

annual

operating

expense

ratio

has

been

reduced

to

0.99%,

effective

as

of

January

1,

2014

through

April

30,

2024,

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.

2023

PERFORMANCE

ANALYSIS:

After

the

“March

madness”

wrought

from

Signature

and

Silicon

Valley

Bank

failures,

financials

stagnated

on

default

fears

through

most

of

2023.

The

Fund’s

larger

bank

holdings

performed

best,

including

Capital

One

Financial

and

JPMorgan

Chase,

compared

to

the

smaller

community

and

regional

banks.

However,

by

the

end

of

November,

financials

turned

a

corner

as

the

Federal

Reserve

(the

“Fed”)

shifted

its

narrative

from

rate

increases

to

steady

rates

to

possible

declines

in

2024;

the

Fund’s

smaller

banks

started

to

recover.

Among

other

financial

contributors

was

Puerto

Rican

bank,

Popular,

Inc.

(“Popular”),

which

beat

street

estimates

in

a

strong

regional

economy.

Popular

reported

better

earnings,

lower

deposit

costs

and

resilient

net

interest

margins.

German

reinsurers

benefitted

from

a

hard

market,

increasing

prices

on

the

backdrop

on

geopolitical

uncertainties,

climate

change

and

high

inflation.

Both

also

saw

better

returns

from

their

investment

portfolios.

flatexDEGIRO

AG,

an

independent

online

2023

Annualized

As

of December

31,

2023

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

14.77%

12.27%

-2.23%

1.70%

2.81%

14.77%

5.23%

8.82%

6.57%

10.87%

7.35%

8.99%

MSCI

World

Index,

net

dividends

reinvested

23.79%

11.42%

-3.46%

6.83%

7.73%

23.79%

7.27%

12.80%

8.60%

10.70%

7.79%

7.09%

2

Polaris

Global

Value

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

DECEMBER

31,

2023

brokerage

firm

in

Germany,

released

strong

quarterly

results.

The

company

saw

its

customer

base

increase

year-to-date

through

September;

account

growth

doubled

that

of

its

nearest

European

competitors.

Four

IT

holdings,

SK

Hynix,

Samsung

Electronics,

Microsoft

Corp

and

OpenText

posted

returns

in

excess

of

40%

on

the

year.

We

found

opportunities

to

capitalize

on

the

Artificial

Intelligence

(AI)

craze

without

paying

up

by

investing

in

“value

plays”.

Memory

chip

maker

SK

Hynix

was

up

more

than

85%

for

the

year,

noting

improvement

in

dynamic

random-access

memory

pricing

and

AI

demand

for

its

very

advanced

high

bandwidth

memory

chips

--

for

which

SK

Hynix

has

almost

100%

market

share.

Samsung

Electronics

capitalized

on

similar

trends.

Legacy

holding,

Microsoft,

has

already

started

implementing

OpenAI,

Bing/ChatGPT

integration

and

promoting

an

Azure

AI

platform.

In

non-thematic

IT

news,

U.S.-based

MKS

Instruments

(“MKS”)

reported

better

than

anticipated

quarterly

results

with

good

revenues

from

electronics,

packaging

and

specialty

industrial

divisions.

MKS

also

announced

progress

in

acquisition

integration

of

Atotech

Ltd.

Chip

and

electronic

components

distributor,

Arrow

Electronics,

continued

to

see

good

demand

for

its

services.

Market

skepticism

originally

surrounded

OpenText’s

acquisition

of

U.K.-based

Micro

Focus.

By

February

2023,

the

deal

closed

and

OpenText

reported

robust

quarterly

earnings,

with

strong

cloud

bookings

and

revenue.

With

concerns

assuaged,

OpenText’s

stock

price

rebounded.

Among

consumer

discretionary

holdings,

Kia

Corp.

increased

its

market

share

in

the

U.S.

and

Korea,

with

electric

vehicles

and

SUVs

selling

well

in

select

locations.

British

clothing

retailer,

Next

PLC,

reported

firmer

pricing

and

revised

profit

guidance

upward

on

sales

growth

and

increased

foot

traffic

at

physical

store

locations.

Sony

Corp.

offered

bullish

projections

for

2024,

highlighting

the

success

of

its

PlayStation

subscriber

platform,

recovering

image

sensor

business

and

relaunch

of

its

motion

picture

division

after

the

Hollywood

writers’

strike.

U.K.

homebuilders

had

a

few

consecutive

quarters

of

gains,

reporting

resilient

home

prices

despite

falling

volumes

on

higher

interest

rates.

Homebuilder

Bellway

PLC

deployed

defensive

business

strategies,

sitting

on

net

cash

and

cutting

operating

costs.

Allison

Transmission

Holdings

(“Allison

Transmission”)

and

Marubeni

Corp.

(“Marunbeni”)

spearheaded

industrial

sector

returns,

each

posting

gains

of

40%+

for

the

year.

Allison

Transmission

was

up

after

the

Institute

for

Supply

Management

New

Orders

Index

rose

7%

in

June.

The

company

released

its

environmental,

social

and

governance

report,

which

highlighted

its

outstanding

electric

vehicle

technology

innovation

and

propulsions

solutions.

Marubeni

continued

to

perform

exceptionally

well

mainly

through

the

first

half

of

the

year,

attributable

to

underlying

business

fundamentals

and

a

boost

from

Berkshire

Hathaway’s

investment.

China’s

Weichai

Power

(“Weichai”)

noted

recovery

in

the

heavy-duty

truck

(HDT)

market,

boosted

by

exports

and

returning

domestic

demand.

The

jump

in

Weichai’s

domestic

liquefied

natural

gas

HDT

sales

is

notable,

as

economics

begin

to

favor

gas

over

diesel

due

to

pricing.

Kion

Group,

partially

owned

by

Weichai,

reported

increased

profitability

and

free

cash

flow,

driven

by

a

momentum

in

the

industrial

trucks

and

services

segment.

In

the

materials

sector,

commodity

suppliers

fared

well,

ending

the

year

on

a

high

note

as

the

potential

for

interest

rate

cuts

in

2024

set

up

to

minimize

costs

of

carrying

inventories

and

boost

commodity

prices

in

2024.

Anticipation

of

this

trend

benefitted

copper

miners

Lundin

Mining

and

Antofagasta,

as

well

as

methanol

producer

Methanex.

Canada’s

Methanex

noted

firmer

methanol

prices

on

1)

higher

oil

prices,

which

act

as

a

key

indicator

of

methanol

blending

demand,

2)

increasing

methanol

to

olefin

operating

rates,

and

3)

macro-economic

revival

in

China.

The

only

sector

detractor

of

note

was

Yara

3

Polaris

Global

Value

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

DECEMBER

31,

2023

International,

which

posted

lackluster

quarterly

results

as

farmers

awaited

lower

fertilizer

prices.

However,

given

fertilizer

application

can

only

be

deferred

for

so

long,

the

company

reported

stronger

demand

toward

the

end

of

2023.

Health

care

stocks

have

underperformed

the

global

market

this

year,

taking

a

back

seat

to

big

tech

and

cyclicals.

Irish

drug

maker,

Jazz

Pharmaceuticals

(“Jazz”),

had

mixed

news

as

its

older

product,

Xyrem,

faced

generics

competition;

however,

Jazz’s

newer

drug,

Xywav,

is

being

extended

to

treat

idiopathic

hyposomnia.

United

Therapeutics

was

embroiled

in

a

patent

battle

over

its

vasodilator

for

pulmonary

arterial

hypertension.

ANI

Pharmaceuticals,

Inc.

is

seeking

to

market

a

generic

version

of

this

vasodilator

in

the

United

States.

CVS

Health

Corp.

(“CVS”)

completed

two

meaningful

acquisitions

in

the

past

year

(Signify

Health

and

Oak

Street

Health);

although

these

look

to

be

strategic

assets,

the

market

penalized

CVS

on

the

premiums

paid.

We

are

vigilant

in

assessing

the

health

care

industry,

as

we

realize

2024

is

an

election

year

and

these

companies

are

often

targets

for

political

rhetoric.

Additionally,

health

care

costs

are

increasing

due

to

many

staff

retirements,

while

patients

are

undergoing

procedures

postponed

during

the

pandemic.

Among

the

small

handful

of

other

decliners

were

U.S.-based

NextEra

Energy

Inc.

(“NextEra”),

Tyson

Foods

and

footwear

manufacturer,

Crocs,

Inc.

(“Crocs”).

NextEra

reduced

its

distribution

growth

rate

to

5%-8%,

compared

to

the

previous

target

of

12%-15%

due

to

higher

capital

costs

for

wind

and

solar

projects.

Crocs

retracted

on

concerns

about

overabundant

inventory

channels

amid

decelerating

demand.

Crocs

ramped

up

distribution

infrastructure

for

its

newly

acquired

HeyDude

brand;

sales

have

yet

to

follow.

Tyson

Foods

struggled

with

high

input

costs,

primarily

labor,

that

couldn’t

be

fully

offset

with

higher

prices.

While

the

company’s

prepared

foods

business

remained

steady,

its

pork,

chicken

and

beef

businesses

fell

under

pressure.

The

following

table

shows

the

Fund’s

asset

allocation

at

December

31,

2023.

Table

may

not

cross

foot

due

to

rounding.

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

73.1%

49.8%

4.1%

0.8%

3.5%

4.5%

4.5%

2.3%

7.3%

14.8%

6.7%

1.1%

0.0%

0.0%

Japan

6.0%

6.0%

0.0%

0.0%

0.8%

2.2%

1.4%

0.0%

0.0%

0.0%

0.0%

1.3%

0.2%

0.0%

Other

Asia

3.1%

8.8%

0.0%

0.0%

0.0%

1.1%

1.8%

0.0%

0.0%

1.9%

3.2%

0.8%

0.0%

0.0%

Europe

15.6%

28.1%

2.4%

0.0%

3.9%

4.3%

4.6%

2.0%

2.4%

4.7%

0.0%

3.9%

0.0%

0.0%

Scandinavia

2.2%

5.9%

0.0%

0.0%

1.2%

1.8%

0.3%

0.0%

0.0%

2.7%

0.0%

0.0%

0.0%

0.0%

Africa

&

S.

America

0.0%

0.7%

0.0%

0.0%

0.6%

0.2%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

Cash

0.0%

0.6%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.5%

Portfolio

Totals

100.0%

6.5%

0.8%

10.0%

14.2%

12.7%

4.3%

9.8%

24.0%

9.9%

7.1%

0.2%

0.6%

MSCI

World

Weight

4.5%

2.6%

4.1%

11.1%

10.9%

6.8%

12.1%

15.2%

23.0%

7.2%

2.5%

0.0%

4

Polaris

Global

Value

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

DECEMBER

31,

2023

INVESTMENT

ENVIRONMENT

AND

STRATEGY:

Higher

interest

rates

influenced

markets

in

2023.

Market

volatility

in

the

fourth

quarter

was

a

function

of

inflation

changes;

expectations

in

2024

will

remain

focused

on

the

same.

We

believe

central

banks

will

target

real

interest

rates

at

levels

around

0.5%

for

short-term

maturities

to

upwards

of

2.0%

for

20-

and

30-year

bonds.

If

inflation

moderates,

we

believe

the

nominal

rate

should

follow.

We

expect

consumption

of

larger

cost

items,

especially

those

financed

with

credit,

could

be

resilient

in

such

an

environment.

However,

there

are

risks

to

decelerating

inflation,

namely

wage

inflation

and

shipping

interruptions

in

the

supply

chain.

Based

on

our

dialogue

with

management

teams

worldwide,

it

appears

moderating

prices

have

been

helped

by

destocking.

As

inventory

reductions

turn

to

rebuilding,

it

is

possible

supply

chains

will

tighten

up

moderating

product

prices

and

prices

may

start

to

trend

up

again.

We

expect

the

Fed

and

other

central

banks

will

keep

rates

at

more

stabilized

levels

especially

in

real,

after-inflation

terms,

departing

from

the

ill-advised

period

of

artificially

low

or

negative

real

rates.

More

appropriately

priced

cost

of

capital

has

far-reaching

implications,

and

is

particularly

beneficial

for

value

stocks.

In

international

markets,

value

benchmarks

have

already

changed

direction.

We

will

watch

to

see

if

the

U.S.

market

follows.

While

focused

on

economic

factors

in

our

outlook,

we

are

equally

vigilant

of

current

geopolitical

risks

(U.S.

presidential

race,

ongoing

warring

factions,

trade

tensions).

Last

year

at

this

time,

we

discussed

navigating

the

polycrisis

(the

simultaneous

occurrence

of

crises).

As

2023

turns

to

2024,

the

world

continues

to

be

marred

by

continuous

rolling

conflicts.

We

keep

macroeconomic

events

in

sight

as

we

update

our

Fund

portfolio,

seeking

to

enhance

the

risk/return

profile

with

cash-flow

generative

companies

purchased

as

excellent

values.

We

expect

that

such

positioning

will

lead

to

outperformance

as

we

enter

2024.

Sincerely,

Bernard

R.

Horn,

Jr.,

Shareholder

and

Portfolio

Manager

5

Polaris

Global

Value

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

DECEMBER

31,

2023

As

of

December

31,

2023

,

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

Publicis

Groupe

SA

2.0%

Allison

Transmission

Holdings,

Inc.

1.7%

SK

Hynix,

Inc.

1.6%

Microsoft

Corp.

1.5%

Samsung

Electronics

Co.,

Ltd.

1.5%

Percentage

of

Issuer

Total

Market

Value

SLM

Corp.

1.5%

Williams

Cos.,

Inc.

1.5%

Vinci

SA

1.5%

Webster

Financial

Corp.

1.5%

Next

PLC

1.5%

Polaris

Global

Value

Fund

MSCI

World

Index

2023

14.77%

23.79%

2022

-12.01%

-18.14%

2021

15.36%

21.82%

2020

6.68%

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%

Polaris

Global

Value

Fund

MSCI

World

Index

2006

24.57%

20.07%

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,

2023

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.

The

S&P

500

Total

Return

Index

is

a

broad-based,

unmanaged

measurement

of

changes

in

stock

market

conditions

based

on

the

average

of

500

widely

held

common

stocks.

One

cannot

invest

directly

in

an

index.

The

views

in

this

letter

were

those

of

the

Fund

manager

as

of

December

31,

2023

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,

2023

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

1.23%.

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,

2024

(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,

2023

One

Year

Five

Year

Ten

Year

Polaris

Global

Value

Fund

14.77%

8.82%

6.57%

MSCI

World

Index

23.79%

12.80%

8.60%

Polaris

Global

Value

Fund

SCHEDULE

OF

INVESTMENTS

DECEMBER

31,

2023

8

See

Notes

to

Financial

Statements.

Shares

Security

Description

Value

Common

Stock

-

99.4%

Canada

-

7.2%

39,710‌

Canadian

Tire

Corp.,

Ltd.,

Class A

$

4,217,193‌

436,400‌

Lundin

Mining

Corp.

3,570,111‌

90,556‌

Magna

International,

Inc.

5,350,462‌

125,937‌

Methanex

Corp.

5,957,308‌

141,600‌

Open

Text

Corp.

5,951,250‌

77,658‌

Toronto-Dominion

Bank

5,017,983‌

30,064,307‌

Chile

-

0.6%

115,000‌

Antofagasta

PLC

2,461,891‌

China

-

1.1%

2,816,000‌

Weichai

Power

Co.,

Ltd.

4,702,650‌

Colombia

-

0.2%

13,700‌

Tecnoglass,

Inc.

626,227‌

France

-

8.1%

153,100‌

Cie

Generale

des

Etablissements

Michelin

SCA

5,486,219‌

54,107‌

IPSOS

SA

3,389,759‌

88,976‌

Publicis

Groupe

SA

8,250,906‌

35,300‌

Teleperformance

SE

5,145,915‌

77,200‌

TotalEnergies

SE

5,249,857‌

49,853‌

Vinci

SA

6,257,505‌

33,780,161‌

Germany

-

5.5%

135,400‌

Daimler

Truck

Holding

AG

5,085,135‌

189,548‌

Deutsche

Telekom

AG

4,551,221‌

167,400‌

flatexDEGIRO

AG 

(a)

2,064,230‌

24,000‌

Hannover

Rueck

SE

5,730,826‌

13,600‌

Muenchener

Rueckversicherungs-

Gesellschaft

AG

in

Muenchen,

Class R

5,631,647‌

23,063,059‌

Ireland

-

2.7%

1,036,300‌

Greencore

Group

PLC 

(a)

1,274,027‌

33,900‌

Jazz

Pharmaceuticals

PLC 

(a)

4,169,700‌

141,352‌

Smurfit

Kappa

Group

PLC

5,598,915‌

11,042,642‌

Italy

-

1.5%

282,100‌

Eni

SpA

4,779,741‌

4,371,673‌

TREVI

-

Finanziaria

Industriale

SpA 

(a)

1,508,159‌

6,287,900‌

Japan

-

6.0%

355,100‌

Daicel

Corp.

3,440,189‌

7,300‌

Daito

Trust

Construction

Co.,

Ltd.

846,489‌

119,000‌

ITOCHU

Corp.

4,867,184‌

166,400‌

KDDI

Corp.

5,294,116‌

Shares

Security

Description

Value

Japan

-

6.0%

(continued)

283,700‌

Marubeni

Corp.

$

4,483,869‌

62,500‌

Sony

Group

Corp.

5,944,149‌

24,875,996‌

Netherlands

-

1.1%

153,000‌

Koninklijke

Ahold

Delhaize

NV

4,394,047‌

Norway

-

3.8%

244,996‌

DNB

Bank

ASA

5,208,627‌

329,537‌

SpareBank

1

SR-Bank

ASA

4,180,880‌

158,654‌

Sparebanken

Vest

1,708,358‌

135,700‌

Yara

International

ASA

4,824,343‌

15,922,208‌

Puerto

Rico

-

1.4%

69,600‌

Popular,

Inc.

5,712,072‌

Russia

-

0.0%

3,148,600‌

Alrosa

PJSC 

(b)

353‌

Singapore

-

1.2%

225,050‌

United

Overseas

Bank,

Ltd.

4,851,428‌

South

Korea

-

6.5%

70,100‌

Kia

Corp. 

(a)

5,442,969‌

28,400‌

LG

Electronics,

Inc.

2,244,833‌

427,515‌

LG

Uplus

Corp.

3,395,822‌

104,584‌

Samsung

Electronics

Co.,

Ltd.

6,374,597‌

97,000‌

Shinhan

Financial

Group

Co.,

Ltd.

3,023,954‌

61,400‌

SK

Hynix,

Inc.

6,745,943‌

27,228,118‌

Sweden

-

2.1%

119,300‌

Duni

AB,

Class A

1,227,769‌

100,203‌

Loomis

AB

2,658,555‌

240,300‌

SKF

AB,

Class B

4,795,970‌

8,682,294‌

Switzerland

-

2.8%

26,144‌

Chubb,

Ltd.

5,908,544‌

54,200‌

Novartis

AG

5,469,299‌

10,840‌

Sandoz

Group

AG 

(a)

348,767‌

11,726,610‌

United

Kingdom

-

6.4%

150,684‌

Bellway

PLC

4,932,342‌

283,625‌

Inchcape

PLC

2,586,694‌

14,513‌

Linde

PLC

5,960,634‌

233,470‌

Mondi

PLC

4,575,486‌

59,028‌

Next

PLC

6,107,987‌

146,000‌

Nomad

Foods,

Ltd. 

(a)

2,474,700‌

26,637,843‌

Polaris

Global

Value

Fund

SCHEDULE

OF

INVESTMENTS

DECEMBER

31,

2023

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,

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.

Shares

Security

Description

Value

United

States

-

41.2%

37,851‌

AbbVie,

Inc.

$

5,865,769‌

121,900‌

Allison

Transmission

Holdings,

Inc.

7,088,485‌

35,000‌

Arrow

Electronics,

Inc. 

(a)

4,278,750‌

110,500‌

Avnet,

Inc.

5,569,200‌

76,400‌

Berry

Global

Group,

Inc.

5,148,596‌

14,200‌

Cambridge

Bancorp

985,480‌

45,800‌

Capital

One

Financial

Corp.

6,005,296‌

48,176‌

Crocs,

Inc. 

(a)

4,500,120‌

47,400‌

Cullen/Frost

Bankers,

Inc.

5,142,426‌

55,600‌

CVS

Health

Corp.

4,390,176‌

62,335‌

Dime

Community

Bancshares,

Inc.

1,678,682‌

11,100‌

Elevance

Health,

Inc.

5,234,316‌

22,767‌

General

Dynamics

Corp.

5,911,907‌

63,000‌

Gilead

Sciences,

Inc.

5,103,630‌

49,800‌

Ingredion,

Inc.

5,404,794‌

108,963‌

International

Bancshares

Corp.

5,918,870‌

33,400‌

JPMorgan

Chase

&

Co.

5,681,340‌

25,800‌

M&T

Bank

Corp.

3,536,664‌

40,282‌

Marathon

Petroleum

Corp.

5,976,238‌

17,000‌

Microsoft

Corp.

6,392,680‌

54,600‌

MKS

Instruments,

Inc.

5,616,702‌

57,176‌

NextEra

Energy,

Inc.

3,472,870‌

52,500‌

Northern

Trust

Corp.

4,429,950‌

227,722‌

NOV,

Inc.

4,618,202‌

46,600‌

Premier

Financial

Corp.

1,123,060‌

351,529‌

Sally

Beauty

Holdings,

Inc. 

(a)

4,668,305‌

45,900‌

Science

Applications

International

Corp.

5,706,288‌

329,700‌

SLM

Corp.

6,303,864‌

97,400‌

The

Carlyle

Group,

Inc.

3,963,206‌

143,700‌

The

Interpublic

Group

of

Cos.,

Inc.

4,690,368‌

81,200‌

Tyson

Foods,

Inc.,

Class A

4,364,500‌

19,300‌

United

Therapeutics

Corp. 

(a)

4,243,877‌

10,868‌

UnitedHealth

Group,

Inc.

5,721,676‌

120,438‌

Webster

Financial

Corp.

6,113,433‌

180,800‌

Williams

Cos.,

Inc.

6,297,264‌

171,146,984‌

Total

Common

Stock

(Cost

$309,280,855)

413,206,790‌

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

21,586‌

Shares

Security

Description

Value

Money

Market

Fund

-

0.9%

3,788,530‌

Northern

Institutional

Treasury

Portfolio

Premier

Shares,

5.22% 

(c)

(Cost

$3,788,530)

$

3,788,530‌

Investments,

at

value

-

100.3%

(Cost

$314,070,697)

$

417,016,906‌

Other

Assets

&

Liabilities,

Net

-

(0.3)%

(1,360,316‌)

Net

Assets

-

100.0%

$

415,656,590‌

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

$353

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,

2023.

Polaris

Global

Value

Fund

SCHEDULE

OF

INVESTMENTS

DECEMBER

31,

2023

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

$

30,064,307‌

$

–‌

$

–‌

$

30,064,307‌

Chile

2,461,891‌

–‌

–‌

2,461,891‌

China

4,702,650‌

–‌

–‌

4,702,650‌

Colombia

626,227‌

–‌

–‌

626,227‌

France

33,780,161‌

–‌

–‌

33,780,161‌

Germany

23,063,059‌

–‌

–‌

23,063,059‌

Ireland

11,042,642‌

–‌

–‌

11,042,642‌

Italy

6,287,900‌

–‌

–‌

6,287,900‌

Japan

24,875,996‌

–‌

–‌

24,875,996‌

Netherlands

4,394,047‌

–‌

–‌

4,394,047‌

Norway

15,922,208‌

–‌

–‌

15,922,208‌

Puerto

Rico

5,712,072‌

–‌

–‌

5,712,072‌

Russia

–‌

–‌

353‌

353‌

Singapore

4,851,428‌

–‌

–‌

4,851,428‌

South

Korea

27,228,118‌

–‌

–‌

27,228,118‌

Sweden

8,682,294‌

–‌

–‌

8,682,294‌

Switzerland

11,726,610‌

–‌

–‌

11,726,610‌

United

Kingdom

26,637,843‌

–‌

–‌

26,637,843‌

United

States

171,146,984‌

–‌

–‌

171,146,984‌

Warrants

21,586‌

–‌

–‌

21,586‌

Money

Market

Fund

3,788,530‌

–‌

–‌

3,788,530‌

Investments

at

Value

$

417,016,553‌

$

–‌

$

353‌

$

417,016,906‌

Common

Stock

Balance

as

of

12/31/22

$

427

Change

in

Unrealized

Appreciation/(Depreciation)

(74

)

Balance

as

of

12/31/23

$

353

Net

change

in

unrealized

depreciation

from

investments

held

as

of

12/31/23

$

(74

)

PORTFOLIO

HOLDINGS

(Unaudited)

%

of

Total

Investments

Communication

Services

7.1‌%

Consumer

Discretionary

12.6‌%

Consumer

Staples

4.3‌%

Energy

6.5‌%

Financials

24.0‌%

Health

Care

9.7‌%

Industrials

14.1‌%

Information

Technology

9.8‌%

Materials

10.0‌%

Real

Estate

0.2‌%

Utilities

0.8‌%

Warrants

0.0‌%

Money

Market

Fund

0.9‌%

100.0‌%

11

Polaris

Global

Value

Fund

STATEMENT

OF

ASSETS

AND

LIABILITIES

DECEMBER

31,

2023

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

$314,070,697)

$

417,016,906‌

Receivables:

Fund

shares

sold

388,845‌

Dividends

1,079,258‌

Prepaid

expenses

12,255‌

Total

Assets

418,497,264‌

LIABILITIES

Payables:

Investment

securities

purchased

1,583,425‌

Fund

shares

redeemed

532,473‌

Distributions

payable

340,874‌

Accrued

Liabilities:

Investment

adviser

fees

279,430‌

Fund

services

fees

38,410‌

Other

expenses

66,062‌

Total

Liabilities

2,840,674‌

NET

ASSETS

$

415,656,590‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

314,410,346‌

Distributable

Earnings

101,246,244‌

NET

ASSETS

$

415,656,590‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

13,431,437‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE*

$

30.95‌

12

Polaris

Global

Value

Fund

STATEMENT

OF

OPERATIONS

YEAR

ENDED

DECEMBER

31,

2023

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$1,076,272)

$

10,713,663‌

Interest

income

1,280‌

Total

Investment

Income

10,714,943‌

EXPENSES

Investment

adviser

fees

3,957,280‌

Fund

services

fees

507,443‌

Custodian

fees

45,370‌

Registration

fees

25,103‌

Professional

fees

67,289‌

Trustees'

fees

and

expenses

14,516‌

Other

expenses

203,694‌

Total

Expenses

4,820,695‌

Fees

waived

(902,989‌)

Net

Expenses

3,917,706‌

NET

INVESTMENT

INCOME

6,797,237‌

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

(loss)

on:

Investments

8,792,109‌

Foreign

currency

transactions

(44,232‌)

Net

realized

gain

8,747,877‌

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments

39,049,648‌

Foreign

currency

translations

24,807‌

Net

change

in

unrealized

appreciation

(depreciation)

39,074,455‌

NET

REALIZED

AND

UNREALIZED

GAIN

47,822,332‌

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

54,619,569‌

13

Polaris

Global

Value

Fund

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

See

Notes

to

Financial

Statements.

For

the

Years

Ended

December

31,

2023

2022

OPERATIONS

Net

investment

income

$

6,797,237‌

$

7,245,036‌

Net

realized

gain

(loss)

8,747,877‌

(9,294,904‌)

Net

change

in

unrealized

appreciation

(depreciation)

39,074,455‌

(57,417,474‌)

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

54,619,569‌

(59,467,342‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

(6,875,779‌)

(13,386,981‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

8,920,743‌

32,157,816‌

Reinvestment

of

distributions

6,534,905‌

12,567,826‌

Redemption

of

shares

(39,617,690‌)

(72,602,443‌)

Redemption

fees

4,775‌

6,186‌

Decrease

in

Net

Assets

from

Capital

Share

Transactions

(24,157,267‌)

(27,870,615‌)

Increase

(Decrease)

in

Net

Assets

23,586,523‌

(100,724,938‌)

NET

ASSETS

Beginning

of

Year

392,070,067‌

492,795,005‌

End

of

Year

$

415,656,590‌

$

392,070,067‌

SHARE

TRANSACTIONS

Sale

of

shares

314,141‌

1,114,016‌

Reinvestment

of

distributions

211,144‌

450,865‌

Redemption

of

shares

(1,392,511‌)

(2,540,996‌)

Decrease

in

Shares

(867,226‌)

(976,115‌)

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,

2023

2022

2021

2020

2019

NET

ASSET

VALUE,

Beginning

of

Year

$

27.42‌

$

32.26‌

$

29.12‌

$

27.72‌

$

23.41‌

INVESTMENT

OPERATIONS

Net

investment

income

(a)

0.49‌

0.50‌

0.48‌

0.32‌

0.62‌

Net

realized

and

unrealized

gain

(loss)

3.56‌

(4.37‌)

3.97‌

1.53‌

4.72‌

Total

from

Investment

Operations

4.05‌

(3.87‌)

4.45‌

1.85‌

5.34‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.52‌)

(0.43‌)

(0.50‌)

(0.34‌)

(0.68‌)

Net

realized

gain

–‌

(0.54‌)

(0.81‌)

(0.11‌)

(0.35‌)

Total

Distributions

to

Shareholders

(0.52‌)

(0.97‌)

(1.31‌)

(0.45‌)

(1.03‌)

REDEMPTION

FEES(a)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

NET

ASSET

VALUE,

End

of

Year

$

30.95‌

$

27.42‌

$

32.26‌

$

29.12‌

$

27.72‌

TOTAL

RETURN

14.77‌%

(12.01‌)%

15.36‌%

6.68‌%

22.79‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000s

omitted)

$

415,657‌

$

392,070‌

$

492,795‌

$

450,739‌

$

468,882‌

Ratios

to

Average

Net

Assets:

Net

investment

income

1.72‌%

1.74‌%

1.47‌%

1.34‌%

2.35‌%

Net

expenses

0.99‌%

0.99‌%

0.99‌%

0.99‌%

0.99‌%

Gross

expenses

(c)

1.22‌%

1.23‌%

1.21‌%

1.24‌%

1.23‌%

PORTFOLIO

TURNOVER

RATE

14‌%

19‌%

19‌%

57‌%

10‌%

(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,

2023

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,

2023

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,

2023,

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,

2023

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,

2023,

if

any,

are

disclosed

in

the

Fund’s

Schedule

of

Investments.

Purchased

Options

–

When

a

fund

purchases

an

option,

an

amount

equal

to

the

premium

paid

by

the

fund

is

recorded

as

an

investment

and

is

subsequently

adjusted

to

the

current

value

of

the

option

purchased.

If

an

option

expires

on

the

stipulated

expiration

date

or

if

the

fund

enters

into

a

closing

sale

transaction,

a

gain

or

loss

is

realized.

If

a

call

option

is

exercised,

the

cost

of

the

security

acquired

is

increased

by

the

premium

paid

for

the

call.

If

a

put

option

is

exercised,

a

gain

or

loss

is

realized

from

the

sale

of

the

underlying

security,

and

the

proceeds

from

such

sale

are

decreased

by

the

premium

originally

paid.

Purchased

options

are

non-income

producing

securities.

The

values

of

each

individual

purchased

option

outstanding

as

of

December

31,

2023,

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

18

Polaris

Global

Value

Fund

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

2023

treatments

of

income

and

gain

on

various

investment

securities

held

by

the

Fund,

timing

differences

and

differing

characterizations

of

distributions

made

by

the

Fund.

Federal

Taxes

–

The

Fund

intends

to

continue

to

qualify

each

year

as

a

regulated

investment

company

under

Subchapter

M

of

Chapter

1,

Subtitle

A,

of

the

Internal

Revenue

Code

of

1986,

as

amended

(“Code”),

and

to

distribute

all

of

its

taxable

income

to

shareholders.

In

addition,

by

distributing

in

each

calendar

year

substantially

all

of

its

net

investment

income

and

capital

gains,

if

any,

the

Fund

will

not

be

subject

to

a

federal

excise

tax.

Therefore,

no

federal

income

or

excise

tax

provision

is

required.

The

Fund

recognizes

interest

and

penalties,

if

any,

related

to

unrecognized

tax

benefits

as

income

tax

expense

in

the

Statement

of

Operations.

During

the

year,

the

Fund

did

not

incur

any

interest

or

penalties.

The

Fund

files

a

U.S.

federal

income

and

excise

tax

return

as

required.

The

Fund’s

federal

income

tax

returns

are

subject

to

examination

by

the

Internal

Revenue

Service

for

a

period

of

three

fiscal

years

after

they

are

filed.

As

of

December

31,

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

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

statement

of

assets

and

liabilities.

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,

a

wholly

owned

subsidiary

of

Foreside

Financial

Group,

LLC

(d/b/a

ACA

Group)

(the

“Distributor”),

acts

as

the

agent

of

the

Trust

in

connection

with

the

continuous

offering

of

shares

of

the

Fund.

The

Fund

does

not

have

a

distribution

(12b-1)

plan;

accordingly,

the

Distributor

does

not

receive

compensation

from

the

Fund

for

its

distribution

services.

The

Adviser

compensates

the

Distributor

directly

for

its

services.

The

Distributor

is

not

19

Polaris

Global

Value

Fund

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

2023

affiliated

with

the

Adviser

or

Atlantic

Fund

Administration,

LLC,

a

wholly

owned

subsidiary

of

Apex

US

Holdings

LLC

(d/b/a

Apex

Fund

Services)

(“Apex”)

or

their

affiliates.

Other

Service

Providers

–

Apex

provides

fund

accounting,

fund

administration,

compliance

and

transfer

agency

services

to

the

Fund.

The

fees

related

to

these

services

are

included

in

Fund

services

fees

within

the

Statement

of

Operations.

Apex

also

provides

certain

shareholder

report

production

and

EDGAR

conversion

and

filing

services.

Pursuant

to

an

Apex

Services

Agreement,

the

Fund

pays

Apex

customary

fees

for

its

services.

Apex

provides

a

Principal

Executive

Officer,

a

Principal

Financial

Officer,

a

Chief

Compliance

Officer

and

an

Anti-Money

Laundering

Officer

to

the

Fund,

as

well

as

certain

additional

compliance

support

functions.

Trustees

and

Officers

–

Each

Independent

Trustee’s

annual

retainer

is

$45,000

($55,000

for

the

Chairman).

The

Audit

Committee

Chairman

receives

an

additional

$2,000

annually.

The

Trustees

and

the

Chairman

may

receive

additional

fees

for

special

Board

meetings.

Each

Trustee

is

also

reimbursed

for

all

reasonable

out-of-pocket

expenses

incurred

in

connection

with

his

or

her

duties

as

a

Trustee,

including

travel

and

related

expenses

incurred

in

attending

Board

meetings.

The

amount

of

Trustees’

fees

attributable

to

the

Fund

is

disclosed

in

the

Statement

of

Operations.

Certain

officers

of

the

Trust

are

also

officers

or

employees

of

the

above

named

service

providers,

and

during

their

terms

of

office

received

no

compensation

from

the

Fund.

Note

4.

Fees

Waived

The

Adviser

has

contractually

agreed

to

waive

its

fee

and/or

reimburse

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,

2024.

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,

2023,

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,

2023,

were

$52,823,941

and

$65,061,035,

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

the

year

ended

December

31,

2023,

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,

2023,

was

limited

to

purchased

options.

Investment

Adviser

Fees

Waived

Other

Waivers

Total

Fees

Waived

$

850,489‌

$

52,500‌

$

902,989‌

Purchased

Options

$

497,574‌

20

Polaris

Global

Value

Fund

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

2023

Realized

and

unrealized

gains

and

losses

on

derivative

contracts

during

the

year

ended

December

31,

2023,

by

the

Fund

are

recorded

in

the

following

locations

on

the

Statement

of

Operations:

Note

7.

Federal

Income

Tax

As

of

December

31,

2023,

the

cost

of

investments

for

federal

income

tax

purposes

is

$314,416,992 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,

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

passive

foreign

investment

company

transactions,

wash

sales,

and

return

of

capital

on

equity

securities.

During

the

year

ended

December

31,

2023,

the

Fund

utilized

$8,642,753

of

capital

loss

carryforwards

to

offset

capital

gains.

As

of

December

31,

2023,

the

Fund

had

$1,726,731

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.

Location:

Equity

Contracts

Net

realized

gain

(loss)

on:

Investments

$

(497,574‌)

Total

net

realized

gain

(loss)

$

(497,574‌)

Gross

Unrealized

Appreciation

$

123,299,376‌

Gross

Unrealized

Depreciation

(20,699,462‌)

Net

Unrealized

Appreciation

$

102,599,914‌

2023

2022

Ordinary

Income

$

6,875,779‌

$

6,534,852‌

Long-Term

Capital

Gain

–‌

6,852,129‌

$

6,875,779‌

$

13,386,981‌

Undistributed

Ordinary

Income

$

387,472‌

Capital

Loss

Carryforward

(1,726,731‌)

Other

Accumulated

Losses

(14,411‌)

Net

Unrealized

Appreciation

102,599,914‌

Total

$

101,246,244‌

21

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

To

the

Shareholders

of

Polaris

Global

Value

Fund

and

the

Board

of

Trustees

of

Forum

Funds

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities,

including

the

schedule

of

investments,

of

Polaris

Global

Value

Fund

(the

“Fund”),

a

series

of

Forum

Funds,

as

of

December

31,

2023,

the

related

statements

of

operations

and

changes

in

net

assets

for

the

year

then

ended,

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

December

31,

2023,

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

statement

and

financial

highlights

for

the

years

ended

December

31,

2022,

and

prior,

were

audited

by

other

auditors

whose

report

dated

February

24,

2023,

expressed

an

unqualified

opinion

on

those

financial

statement

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

December

31,

2023,

by

correspondence

with

the

custodian

and

broker;

when

replies

were

not

received

from

brokers,

we

performed

other

auditing

procedures.

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

February

28,

2024

22

Polaris

Global

Value

Fund

ADDITIONAL

INFORMATION

(Unaudited)

DECEMBER

31,

2023

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,

2022

through

June

30,

2023

in

order

to

prepare

a

written

report

to

the

Board

for

review

at

its

meeting

held

on

September

14,

2023.

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,

2023

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,

2023

through

December

31,

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

=

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.

Beginning

Account

Value

July

1,

2023

Ending

Account

Value

December

31,

2023

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Actual

$

1,000.00‌

$

1,097.67‌

$

5.23‌

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,

2023

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

49.14

%

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.

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)

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

25

Polaris

Global

Value

Fund

ADDITIONAL

INFORMATION

(Unaudited)

DECEMBER

31,

2023

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.

INTENTIONALLY

LEFT

BLANK

INTENTIONALLY

LEFT

BLANK

Annual

Report

DECEMBER

31,

2023

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-1223

BEEHX

Annual

Report

December

31,

2023

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,

2023

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)

2

Schedule

of

Investments

3

Statement

of

Assets

and

Liabilities

4

Statement

of

Operations

5

Statements

of

Changes

in

Net

Assets

6

Financial

Highlights

7

Notes

to

Financial

Statements

8

Report

of

Independent

Registered

Public

Accounting

Firm

12

Additional

Information

(Unaudited)

13

The

BeeHive

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

December

31,

2023

1

Dear

Shareholders:

In

past

letters

and

market

commentaries

we

have

discussed

the

pointlessness

of

the

myriad

stock

market

prognostications

upon

which

the

news

media

seems

to

focus.

The

new

year

brings

a

fresh

set

of

predictions,

which

are

likely

to

prove

as

uninformed

as

the

previous

year’s.

Stock

market

performance

of

fiscal

year

2023

(the

“period”)

seems

to

have

caught

many

investors

by

surprise.

A

year

ago,

market

participants

were

licking

their

wounds

after

the

2022

sell-off.

The

coordinated

monetary

tightening

by

global

central

banks

had

left

many

of

the

market’s

most

beloved

stocks

battered

at

the

start

of

the

year.

The

consensus

expectation

was

that

rising

interest

rates

would

make

a

recession

an

inevitability

and,

in

turn,

prove

a

challenge

to

equities.

This

pessimism

proved

to

be

entirely

misplaced.

The

S&P

500

1

rose

over

the

period

in

spite

of

regional

bank

collapses,

war

breaking

out

in

the

Middle

East

and

continuing

in

Ukraine,

and

the

Federal

Reserve

remaining

hawkish.

By

year’s

end,

what

started

as

a

narrow

rally

in

mega-cap

tech

stocks

such

as

Meta,

Apple,

Amazon,

Alphabet,

Microsoft,

Nvidia

and

Tesla

(the

"Magnificent

Seven"),

broadened

somewhat

to

include

other

sectors

in

the

S&P

500.

While

a

greater

number

of

stocks

participated

in

the

fourth

quarter

market

runup,

with

many

delivering

what

should

be

considered

terrific

annual

returns,

their

performance

paled

in

comparison

to

the

performance

of

the

Magnificent

Seven.

The

concentration

of

the

2023

market

is

best

exemplified

by

the

performance

of

the

three

widely

followed

indexes:

the

NASDAQ

Composite

2

rising

43%;

the

S&P

500

gaining

24%;

and

the

Equal

Weight

S&P

500

3

advancing

14%.

The

latter

index

captures

the

average

return

of

each

stock

in

the

benchmark

as

opposed

to

emphasizing

the

very

largest.

The

holdings

of

many,

if

not

most

investors

are

diversified

beyond

just

five

or

ten

of

the

largest

capitalization

stocks.

The

exceptional

returns

that

the

NASDAQ

Composite

delivered

may

leave

an

investor

with

a

more

traditionally

diversified

portfolio

disappointed.

We

continue

our

cautious

optimism

as

we

concern

ourselves

with

individual

companies,

as

opposed

to

the

market

as

a

whole.

We

believe

that

there

are

certain

identifiable

excesses.

For

instance,

it

is

astonishing

that

the

Magnificent

Seven

make

up

a

larger

share

of

global

markets

(as

measured

by

the

MSCI

All

Country

World

Index

4

)

than

all

the

stocks

from

the

U.K.,

China,

France,

and

Japan

combined.

With

inflation

cooling

significantly

and

the

economy

slowing

reasonably,

we

expect

our

companies

will

continue

to

deliver

solid

earnings.

Fiscal

year

2023

was

an

exceptionally

strong

one

for

the

S&P

500

(the

“benchmark”).

The

BeeHive

Fund

(the

“Fund”)

produced

an

above

historical

average

absolute

return

of

20.75%

but

still

trailed

the

benchmark

by

600

basis

points

5

.

Most

of

that

(550

basis

points)

came

in

the

fourth

quarter.

Holdings

such

as

Microsoft,

Apple,

Alphabet,

Adobe

and

Take

Two

Interactive

were

significant

contributors

to

returns.

Performance

was

negatively

impacted

by

approximately

2%

by

a

larger

than

normal

cash

position.

Our

cash

holding

does

not

reflect

a

market-timing

decision,

rather,

it

was

a

result

of

our

sell

discipline.

We

sell

stocks

when

they

reach

our

estimate

of

full

valuation,

whether

or

not

we

have

identified

an

attractive

replacement.

Shorter

term

underperformance

of

long-term

winners

such

as

Thermo

Fisher

Scientific,

Chubb

and

Aon

also

negatively

impacted

relative

returns.

Taxable

shareholders

should

note

that

the

Fund’s

low-turnover

approach

once

again

resulted

in

minimal

long-term

capital

gains

distributions

($0.47

or

approximately

2%)

and

no

short-term

capital

gains

distribution.

Regards,

Cannell

&

Spears

Past

performance

does

not

guarantee

future

results.

Fund

holdings

and/or

sector

allocations

are

subject

to

change

at

any

time

and

are

not

recommendations

to

buy

or

sell

any

security.

Current

and

future

holdings

are

subject

to

risk.

Please

refer

to

the

Schedule

of

Investments

for

complete

fund

holdings.

Indexes

are

unmanaged

and

it

is

not

possible

to

invest

directly

in

an

index.

1

The

S&P

500

Index

is

a

market-capitalization-weighted

index

of

500

publicly

traded,

large

U.S.

companies.

2

NASDAQ

Composite

Index

is

a

market-capitalization-weighted

index

of

more

than

2,500

stocks

listed

on

the

Nasdaq

stock

exchange.

3

The

Equal

Weight

S&P

500

is

the

equal-weight

version

of

the

S&P

500.

It

includes

the

same

constituents

as

the

capitalization

weighted

S&P

500,

but

each

company

in

the

Equal

Weight

S&P

500

is

allocated

a

fixed

weight.

4

The

MSCI

All

Country

World

Index

is

a

stock

index

designed

to

track

broad

global

equity-market

performance

and

is

made

up

of

over

2,900

constituents

from

across

23

countries.

5

A

basis

point

is

equivalent

to

one

hundredth

of

one

percent.

The

BeeHive

Fund

PERFORMANCE

CHART

AND

ANALYSIS

(Unaudited)

December

31,

2023

2

The

following

chart

reflects

the

change

in

the

value

of

a

hypothetical

$10,000

investment,

including

reinvested

dividends

and

distributions,

in

the

Fund

(the

“Fund”)

compared

with

the

performance

of

the

benchmark,

S&P

500®

Index

(the

“S&P

500”),

over

the

past

ten

fiscal

years.

The

S&P

500

is

a

broad-based

measurement

of

the

U.S.

stock

market

based

on

the

performance

of

500

widely

held

large

capitalization

common

stocks.

The

total

return

of

the

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

0.98%.

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,

2024

(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

such

recoupment

is

made

within

three

years

of

the

fee

waiver

or

expense

reimbursement

and

does

not

cause

the

Total

Annual

Fund

Operating

Expenses

(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,

2023

One

Year

Five

Year

Ten

Year

The

BeeHive

Fund

20.75%

13.22%

7.58%

S&P

500®

Index

26.29%

15.69%

12.03%

The

BeeHive

Fund

SCHEDULE

OF

INVESTMENTS

December

31,

2023

3

See

Notes

to

Financial

Statements.

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

as

of

December

31,

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

and

a

Money

Market

Fund.

The

Level

2

value

displayed

in

this

table

includes

U.S.

Treasury

Securities.

Refer

to

this

Schedule

of

Investments

for

a

further

breakout

of

each

security

by

industry.

Shares

Security

Description

Value

Common

Stock

-

89.0%

Communication

Services

-

13.3%

49,235‌

Alphabet,

Inc.,

Class A 

(a)

$

6,877,637‌

45,020‌

Alphabet,

Inc.,

Class C 

(a)

6,344,668‌

98,520‌

Comcast

Corp.,

Class A

4,320,102‌

23,184‌

Take-Two

Interactive

Software,

Inc. 

(a)

3,731,465‌

21,273,872‌

Consumer

Discretionary

-

3.5%

13,518‌

Aptiv

PLC 

(a)

1,212,835‌

56,513‌

Restaurant

Brands

International,

Inc.

4,415,361‌

5,628,196‌

Consumer

Staples

-

7.3%

81,940‌

Mondelez

International,

Inc.,

Class A

5,934,914‌

49,750‌

Nestle

SA,

ADR

5,752,593‌

11,687,507‌

Financials

-

20.9%

15,320‌

Aon

PLC,

Class A

4,458,426‌

11,720‌

Berkshire

Hathaway,

Inc.,

Class B 

(a)

4,180,055‌

28,802‌

Chubb,

Ltd.

6,509,252‌

55,653‌

Fidelity

National

Information

Services,

Inc.

3,343,076‌

30,613‌

Fiserv,

Inc. 

(a)

4,066,631‌

42,950‌

Intercontinental

Exchange,

Inc.

5,516,069‌

31,610‌

JPMorgan

Chase

&

Co.

5,376,861‌

33,450,370‌

Health

Care

-

9.9%

15,000‌

Danaher

Corp.

3,470,100‌

10,352‌

Elevance

Health,

Inc.

4,881,589‌

14,100‌

Thermo

Fisher

Scientific,

Inc.

7,484,139‌

15,835,828‌

Industrials

-

0.3%

5,000‌

Veralto

Corp.

411,300‌

Information

Technology

-

25.1%

8,204‌

Adobe,

Inc. 

(a)

4,894,506‌

8,500‌

Analog

Devices,

Inc.

1,687,760‌

46,920‌

Apple,

Inc.

9,033,508‌

48,576‌

Microsoft

Corp.

18,266,519‌

59,860‌

Oracle

Corp.

6,311,040‌

40,193,333‌

Materials

-

6.3%

61,030‌

Berry

Global

Group,

Inc.

4,112,811‌

37,223‌

Crown

Holdings,

Inc.

3,427,866‌

22,217‌

Franco-Nevada

Corp.

2,461,866‌

10,002,543‌

Real

Estate

-

2.4%

28,530‌

Prologis,

Inc.

REIT

3,803,049‌

Total

Common

Stock

(Cost

$53,419,683)

142,285,998‌

Principal

Security

Description

Rate

Maturity

Value

U.S.

Government

&

Agency

Obligations

-

8.7%

U.S.

Treasury

Securities

-

8.7%

$

14,000,000‌

U.S.

Treasury

Bill 

(b)

(Cost

$13,923,525)

5.24% 

02/08/24

13,924,251‌

Shares

Security

Description

Value

Money

Market

Fund

-

2.4%

3,874,067‌

First

American

Treasury

Obligations

Fund,

Class X,

5.29% 

(c)

(Cost

$3,874,067)

 $

3,874,067‌

Investments,

at

value

-

100.1%

(Cost

$71,217,275)

$

160,084,316‌

Other

Assets

&

Liabilities,

Net

-

(0.1)%

(130,618‌)

Net

Assets

-

100.0%

$

159,953,698‌

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,

2023.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

146,160,065‌

Level

2

-

Other

Significant

Observable

Inputs

13,924,251‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

160,084,316‌

PORTFOLIO

HOLDINGS

(Unaudited)

%

of

Total

Investments

Communication

Services

13.3‌%

Consumer

Discretionary

3.5‌%

Consumer

Staples

7.3‌%

Financials

20.9‌%

Health

Care

9.9‌%

Industrials

0.3‌%

Information

Technology

25.1‌%

Materials

6.2‌%

Real

Estate

2.4‌%

U.S.

Government

&

Agency

Obligations

8.7‌%

Money

Market

Fund

2.4‌%

100.0‌%

The

BeeHive

Fund

STATEMENT

OF

ASSETS

AND

LIABILITIES

December

31,

2023

4

See

Notes

to

Financial

Statements.

ASSETS

Investments,

at

value

(Cost

$71,217,275)

$

160,084,316‌

Receivables:

Dividends

132,787‌

Prepaid

expenses

5,313‌

Total

Assets

160,222,416‌

LIABILITIES

Payables:

Distributions

payable

115,667‌

Accrued

Liabilities:

Investment

advisor

fees

93,714‌

Fund

services

fees

19,138‌

Other

expenses

40,199‌

Total

Liabilities

268,718‌

NET

ASSETS

$

159,953,698‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

71,050,840‌

Distributable

Earnings

88,902,858‌

NET

ASSETS

$

159,953,698‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

7,780,566‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE

$

20.56‌

The

BeeHive

Fund

STATEMENT

OF

OPERATIONS

FOR

THE

YEAR

ENDED

DECEMBER

31,

2023

5

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$80,289)

$

1,780,048‌

Interest

income

642,063‌

Total

Investment

Income

2,422,111‌

EXPENSES

Investment

advisor

fees

1,131,106‌

Fund

services

fees

219,418‌

Custodian

fees

15,280‌

Registration

fees

7,270‌

Professional

fees

58,919‌

Trustees'

fees

and

expenses

8,833‌

Other

expenses

53,893‌

Total

Expenses

1,494,719‌

Fees

waived

and

expenses

reimbursed

(10,342‌)

Net

Expenses

1,484,377‌

NET

INVESTMENT

INCOME

937,734‌

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

on

investments

3,826,151‌

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

23,290,556‌

NET

REALIZED

AND

UNREALIZED

GAIN

27,116,707‌

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

28,054,441‌

The

BeeHive

Fund

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

6

See

Notes

to

Financial

Statements.

For

the

Years

Ended

December

31,

2023

2022

OPERATIONS

Net

investment

income

$

937,734‌

$

178,054‌

Net

realized

gain

3,826,151‌

2,894,304‌

Net

change

in

unrealized

appreciation

(depreciation)

23,290,556‌

(35,850,629‌)

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

28,054,441‌

(32,778,271‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

(4,469,001‌)

(2,894,843‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

965,291‌

1,643,851‌

Reinvestment

of

distributions

3,908,031‌

2,532,217‌

Redemption

of

shares

(4,557,308‌)

(8,045,891‌)

Increase

(Decrease)

in

Net

Assets

from

Capital

Share

Transactions

316,014‌

(3,869,823‌)

Increase

(Decrease)

in

Net

Assets

23,901,454‌

(39,542,937‌)

NET

ASSETS

Beginning

of

Year

136,052,244‌

175,595,181‌

End

of

Year

$

159,953,698‌

$

136,052,244‌

SHARE

TRANSACTIONS

Sale

of

shares

50,733‌

83,365‌

Reinvestment

of

distributions

192,003‌

140,053‌

Redemption

of

shares

(229,734‌)

(403,858‌)

Increase

(Decrease)

in

Shares

13,002‌

(180,440‌)

The

BeeHive

Fund

FINANCIAL

HIGHLIGHTS

December

31,

2023

7

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

year

.

For

the

Years

Ended

December

31,

2023

2022

2021

2020

2019

NET

ASSET

VALUE,

Beginning

of

Year

$

17.52‌

$

22.09‌

$

19.32‌

$

17.00‌

$

13.10‌

INVESTMENT

OPERATIONS

Net

investment

income

(a)

0.12‌

0.02‌

0.02‌

0.04‌

0.24‌

Net

realized

and

unrealized

gain

(loss)

3.51‌

(4.21‌)

3.97‌

2.61‌

4.50‌

Total

from

Investment

Operations

3.63‌

(4.19‌)

3.99‌

2.65‌

4.74‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.12‌)

(0.02‌)

(0.02‌)

(0.04‌)

(0.24‌)

Net

realized

gain

(0.47‌)

(0.36‌)

(1.20‌)

(0.29‌)

(0.60‌)

Total

Distributions

to

Shareholders

(0.59‌)

(0.38‌)

(1.22‌)

(0.33‌)

(0.84‌)

NET

ASSET

VALUE,

End

of

Year

$

20.56‌

$

17.52‌

$

22.09‌

$

19.32‌

$

17.00‌

TOTAL

RETURN

20.75‌%

(19.02‌)%

20.79‌%

15.59‌%

36.28‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000s

omitted)

$

159,954‌

$

136,052‌

$

175,595‌

$

149,688‌

$

134,415‌

Ratios

to

Average

Net

Assets:

(b)

Net

investment

income

0.62‌%

0.12‌%

0.08‌%

0.23‌%

1.49‌%

Net

expenses

0.98‌%

0.98‌%

0.97‌%(c)

0.98‌%

0.98‌%

Gross

expenses

0.99‌%(d)

0.98‌%

0.97‌%

0.99‌%(d)

0.98‌%(d)

PORTFOLIO

TURNOVER

RATE

6‌%

14‌%

14‌%

22‌%

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,

2023

8

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

Investment

Company

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,

2023

9

limited

to,

warrants

that

do

not

trade

on

an

exchange,

securities

valued

at

the

mean

between

the

last

reported

bid

and

ask

quotation

and

international

equity

securities

valued

by

an

independent

third

party

with

adjustments

for

changes

in

value

between

the

time

that

the

securities’

respective

local

market

closes

and

the

close

of

the

U.S.

market.

Level

3

-

Significant

unobservable

inputs

(including

the

Fund’s

own

assumptions

in

determining

the

fair

value

of

investments).

The

aggregate

value

by

input

level,

as

of

December

31,

2023,

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

recognizes

interest

and

penalties,

if

any,

related

to

unrecognized

tax

benefits

as

income

tax

expense

in

the

Statement

of

Operations.

During

the

year,

the

Fund

did

not

incur

any

interest

or

penalties.

The

Fund

files

a

U.S.

federal

income

and

excise

tax

return

as

required.

The

Fund’s

federal

income

tax

returns

are

subject

to

examination

by

the

Internal

Revenue

Service

for

a

period

of

three

years

after

they

are

filed.

As

of

December

31,

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.

Commitments

and

Contingencies

–

In

the

normal

course

of

business,

the

Fund

enters

into

contracts

that

provide

general

indemnifications

by

the

Fund

to

the

counterparties

to

the

contracts.

The

Fund’s

maximum

exposure

under

these

arrangements

is

dependent

on

future

claims

that

may

be

made

against

the

Fund

and,

therefore,

cannot

be

estimated;

however,

based

on

experience,

the

risk

of

loss

from

such

claims

is

considered

remote.

The

Fund

has

determined

that

none

of

these

arrangements

requires

disclosure

on

the

Fund’s

statement

of

assets

and

liabilities.

Note

3.

Fees

and

Expenses

Investment

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,

a

wholly

owned

subsidiary

of

Foreside

Financial

Group,

LLC

(d/b/a

ACA

Group)

(the

“Distributor”),

acts

as

the

agent

of

the

Trust

in

connection

with

the

continuous

offering

of

shares

of

the

Fund.

The

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

BeeHive

Fund

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2023

10

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

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

the

Chairman

may

receive

additional

fees

for

special

Board

meetings.

Each

Trustee

is

also

reimbursed

for

all

reasonable

out-of-pocket

expenses

incurred

in

connection

with

his

or

her

duties

as

a

Trustee,

including

travel

and

related

expenses

incurred

in

attending

Board

meetings.

The

amount

of

Trustees’

fees

attributable

to

the

Fund

is

disclosed

in

the

Statement

of

Operations.

Certain

officers

of

the

Trust

are

also

officers

or

employees

of

the

above

named

service

providers,

and

during

their

terms

of

office

received

no

compensation

from

the

Fund.

Note

4.

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,

2024

(the

“Expense

Cap”).

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

(i.e.,

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,

2023

,

$10,342

is

subject

to

recapture

by

the

Advisor.

Refer

to

the

Statement

of

Operations

to

see

what

was

recouped

during

the

year.

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,

2023

totaled

$7,681,605

and

$12,589,910,

respectively.

Note

6.

Federal

Income

Tax

As

of

December

31,

2023,

the

cost

of

investments

for

federal

income

tax

purposes

is

$71,237,254, 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,

2023

,

distributable

earnings

on

a

tax

basis

were

as

follows:

Gross

Unrealized

Appreciation

$

88,870,002‌

Gross

Unrealized

Depreciation

(22,940‌)

Net

Unrealized

Appreciation

$

88,847,062‌

2023

2022

Ordinary

Income

$

934,337‌

$

182,044‌

Long-Term

Capital

Gain

3,534,664‌

2,712,799‌

$

4,469,001‌

$

2,894,843‌

Undistributed

Long-Term

Gain

$

55,796‌

Net

Unrealized

Appreciation

88,847,062‌

Total

$

88,902,858‌

The

BeeHive

Fund

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2023

11

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.

Note

7.

Subsequent

Events

At

a

meeting

of

the

Board

held

on

December

14,

2023,

in

anticipation

of

a

merger

transaction

(“Transaction”)

between

the

Advisor

and

Cannell

&

Co.

(“Cannell”),

whereby

owners

of

the

Advisor

and

Cannell

would

become

owners

of

a

combined

entity,

Cannell

&

Spears

LLC

(“Cannell

&

Spears”),

the

Board

appointed

Cannell

&

Spears

as

the

Fund’s

investment

adviser

pursuant

to

an

interim

advisory

agreement

between

the

Trust,

on

behalf

of

the

Fund,

and

Cannell

&

Spears

(the

“Interim

Agreement”),

effective

upon

the

close

of

the

Transaction.

The

Interim

Agreement

allows

Cannell

&

Spears

to

serve

as

the

investment

advisor

to

the

Fund

under

terms

identical

to

those

provided

under

the

original

investment

agreement

in

place

with

the

Advisor,

except

for

the

termination

provisions.

The

Interim

Agreement

will

remain

in

effect

until

the

earlier

of

(i)

150

days

from

January

1,

2024

and

(ii)

the

date

that

the

Fund’s

shareholders

approve

a

new

investment

advisory

agreement

for

the

Fund.

At

the

December

14,

2023

meeting,

the

Board

also

approved

a

new

investment

advisory

agreement

between

the

Trust,

on

behalf

of

the

Fund,

and

Cannell

&

Spears

(the

“New

Agreement”)

and

determined

to

submit

the

New

Agreement

to

the

Fund’s

shareholders

for

their

approval.

The

New

Agreement

will

replace

the

Interim

Agreement

if

the

shareholders

approve

the

New

Agreement

at

the

special

meeting

of

shareholders

scheduled

to

take

place

on

or

about

March

1,

2024.

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

12

To

the

Shareholders

of

The

BeeHive

Fund

and

Board

of

Trustees

of

Forum

Funds

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities,

including

the

schedule

of

investments,

of

The

BeeHive

Fund

(the

“Fund”),

a

series

of

Forum

Funds,

as

of

December

31,

2023,

the

related

statements

of

operations

and

changes

in

net

assets

for

the

year

then

ended,

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

December

31,

2023,

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

statement

and

financial

highlights

for

the

years

ended

December

31,

2022,

and

prior,

were

audited

by

other

auditors

whose

report

dated

February

24,

2023,

expressed

an

unqualified

opinion

on

those

financial

statement

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

December

31,

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

February

28,

2024

The

BeeHive

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2023

13

September

Investment

Advisory

Agreement

Approval

At

the

September

14,

2023

Board

meeting,

the

Board,

including

the

Independent

Trustees,

considered

the

approval

of

the

continuance

of

the

investment

advisory

agreement

between

Spears

Abacus

Advisors

LLC

(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

assisted

by

the

advice

of

independent

Trustee

counsel.

At

the

meeting,

the

Board

reviewed,

among

other

matters:

(i)

the

nature,

extent

and

quality

of

the

services

provided

to

the

Fund

by

the

Adviser,

including

information

on

the

investment

performance

of

the

Fund;

(ii)

the

costs

of

the

services

provided

and

profitability

to

the

Adviser

with

respect

to

its

relationship

with

the

Fund;

(iii)

the

advisory

fee

and

total

expense

ratio

of

the

Fund

compared

to

those

of

a

relevant

peer

group

of

funds;

(iv)

the

extent

to

which

economies

of

scale

may

be

realized

as

the

Fund

grows

and

whether

the

advisory

fee

enables

the

Fund’s

investors

to

share

in

the

benefits

of

economies

of

scale;

and

(v)

other

benefits

received

by

the

Adviser

from

its

relationship

with

the

Fund.

The

Board

recognized

that

the

evaluation

process

with

respect

to

the

Adviser

was

an

ongoing

one

and,

in

this

regard,

the

Board

considered

information

provided

by

the

Adviser

at

regularly

scheduled

meetings

during

the

past

year.

Nature,

Extent

and

Quality

of

Services

Based

on

written

materials

received,

a

presentation

from

senior

representatives

of

the

Adviser

and

a

discussion

with

the

Adviser

about

the

Adviser’s

personnel,

operations

and

financial

condition,

the

Board

considered

the

quality

of

services

provided

by

the

Adviser

under

the

Advisory

Agreement.

In

this

regard,

the

Board

considered

information

regarding

the

experience,

qualifications

and

professional

background

of

the

portfolio

managers

and

other

personnel

at

the

Adviser

with

principal

responsibility

for

the

Fund’s

investments,

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

also

considered

the

adequacy

of

the

Adviser’s

resources.

The

Board

noted

the

Adviser’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

Adviser

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

Adviser

regarding

its

approach

to

managing

the

Fund,

the

Board

reviewed

the

performance

of

the

Fund

compared

to

its

primary

benchmark

index.

The

Board

observed

that

the

Fund

underperformed

its

primary

benchmark,

the

S&P

500

Index,

for

the

one-,

three-,

five-,

and

10-year

periods

ended

June

30,

2023,

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,

2023.

The

Board

noted

the

Adviser’s

representation

that

the

Fund’s

relative

underperformance

could

be

attributed,

at

least

in

part,

to

underweight

exposure

relative

to

the

benchmark

and

peers

during

the

most

recent

one-year

period

to

the

energy

sector,

which

outperformed

during

the

period.

The

Board

also

noted

the

Adviser’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

Adviser’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

Adviser’s

representation

that,

based

on

the

Adviser’s

communications

with

Fund

shareholders

and

the

predominantly

taxable

shareholder

base,

the

Adviser

remained

sensitive

to

the

tax

implications

of

portfolio

turnover,

which,

in

certain

cases,

has

led

to

holding

investments

with

unrealized

capital

gains

that

current

market

sentiment

indicates

were

overvalued

The

BeeHive

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2023

14

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

Adviser’s

representation

that

the

Fund’s

shareholders

with

whom

the

Adviser

had

communicated

consistently

and

repeatedly

expressed

comfort

with

and

confidence

in

the

investment

approach

for

the

Fund.

Based

on

the

foregoing,

including

the

Adviser’s

representations

regarding

the

Fund’s

performance

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

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

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

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

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

costs

and

profitability

of

its

Fund

activities.

The

Board

noted

the

Adviser’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

Adviser

indicating

its

profitability

and

expenses

from

overall

operations

and

the

Adviser’s

representation

that

the

Fund

required

significantly

more

attention

and

resources

than

the

other

accounts

managed

by

the

Adviser,

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

noted

the

Adviser’s

representation

that

the

Fund

could

potentially

benefit

from

economies

of

scale

if

Fund

assets

were

to

increase

but

that,

in

light

of

the

Fund’s

relatively

low

asset

level

and

because

the

Adviser

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

Adviser

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

Adviser’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

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

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.

The

BeeHive

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2023

15

December

Investment

Advisory

Agreement

Approval

At

a

meeting

held

on

December

14,

2023,

the

Board

of

Forum

Funds,

including

the

Independent

Trustees,

considered

the

approval

of

an

interim

investment

advisory

agreement

(“Interim

Agreement”)

and

a

new

investment

advisory

agreement

(“New

Agreement,”

and

together,

the

“Agreements”)

between

Cannell

&

Spears

LLC

(the

“Advisor”)

and

the

Trust,

on

behalf

of

the

Fund.

The

Agreements

were

being

considered

in

anticipation

of

the

termination

of

the

original

agreement

between

Spears

Abacus

Advisors

LLC

(“Spears”)

and

the

Trust,

on

behalf

of

the

Fund

(the

“Original

Agreement”),

due

to

a

prospective

change

in

control

of

Spears

in

connection

with

a

strategic

merger

(the

“Transaction”)

with

Cannell

&

Co.,

resulting

in

the

renaming

of

the

Advisor.

In

preparation

for

its

deliberations

in

considering

the

Agreements,

the

Board

requested

and

reviewed

a

memorandum

from

the

Advisor

with

respect

to

the

Transaction.

In

addition,

the

Board

considered

information

provided

by

Spears,

as

the

Fund’s

predecessor

investment

adviser,

at

regularly

scheduled

meetings

during

the

past

year.

The

Board

noted

that

the

Original

Agreement

was

most

recently

renewed

for

another

annual

term

at

a

meeting

of

the

Board

held

on

September

14,

2023

(the

“September

meeting”)

and

that

the

Advisor

represented

that

the

information

provided

by

Spears

in

support

of

the

renewal

of

the

Original

Agreement

concerning

personnel,

operations,

financial

condition

and

services

to

be

provided

to

the

Fund

remains

unchanged.

The

Board

discussed

the

materials

with

Fund

counsel

and,

as

necessary,

with

the

Fund’s

administrator.

The

Board

also

reviewed

a

memorandum

from

Fund

counsel

discussing

the

legal

standards

applicable

to

its

consideration

of

the

Agreements.

During

its

deliberations,

the

Board

received

an

oral

presentation

from

senior

representatives

of

the

Advisor

and

was

assisted

by

the

advice

of

independent

Trustee

counsel.

At

the

meeting,

the

Board

discussed,

among

other

things,

the

terms

of

the

Transaction

and

the

Agreements,

and

considered

their

possible

effects

on

the

Fund

and

its

shareholders.

In

connection

with

the

Board’s

approval

of

the

Agreements,

the

Board

considered,

among

others,

the

following

factors

but

did

not

identify

any

single

factor

as

being

of

paramount

importance:

(1)

Assurances

from

the

Advisor

that

the

way

that

the

Fund

is

managed

will

not

change;

that

the

personnel

who

currently

manage

the

Fund

will

continue

to

do

so

after

the

Transaction;

and

that

there

is

not

expected

to

be

any

diminution

in

the

nature,

quality,

and

extent

of

services

provided

to

the

Fund;

(2)

The

advisory

fee

rate

under

the

Interim

Agreement

and

New

Agreement

will

be

identical

to

the

advisory

fee

rate

under

the

Original

Agreement,

and

the

Advisor

had

contractually

agreed

and

would

continue

to

contractually

agree

to

waive

its

fees

or

to

reimburse

Fund

expenses

to

the

extent

necessary

to

keep

the

total

expenses

of

the

Fund

at

or

below

their

current

level

for

at

least

two

years

following

the

Transaction;

(3)

That

the

shareholders

of

the

Fund

will

not

bear

any

costs

relating

to

the

Transaction;

(4)

Information

and

representations

provided

by

Advisor

regarding

the

Transaction;

and

(5)

Other

factors

described

in

greater

detail

below.

Nature,

Extent

and

Quality

of

Services

The

Board

recalled

that

the

Original

Agreement

was

most

recently

renewed

for

another

one-year

term

at

the

September

meeting,

at

which

time

the

Board

evaluated

the

nature,

extent

and

quality

of

services

provided

to

the

Fund.

The

Board

considered

information

regarding

the

experience,

qualifications

and

professional

background

of

the

portfolio

managers

and

other

personnel

at

the

Advisor

who,

under

the

Original

Agreement

had,

and

under

the

Agreements

would

continue

to

have,

principal

responsibility

for

the

Fund’s

investments.

The

Board

also

considered

the

investment

philosophy

and

decision-making

process

of

those

individuals

and

the

capability

and

integrity

of

the

Advisor’s

senior

management

and

staff.

The

Board

also

considered

the

adequacy

of

the

Advisor’s

resources.

The

Board

noted

Spears’

representations

that

the

Transaction

is

expected

to

advance

the

firm’s

strategic

growth

initiatives

and

to

have

no

adverse

impact

on

Spears’

stable

financial

condition.

The

Board

also

acknowledged

the

Advisor’s

representation

that

it

has

the

operational

capability

and

the

necessary

staffing

and

experience

to

continue

providing

high-quality

investment

advisory

services

to

the

Fund.

In

this

regard,

among

other

considerations,

the

Board

also

noted

that

certain

key

members

of

Spears,

including

those

responsible

for

the

overall

direction

and

day-to-day

management

of

the

firm,

will

remain

employees

of

the

Advisor

and

that

the

Fund

will

be

managed

in

exactly

the

same

manner

following

the

Transaction.

Based

on

the

presentation

and

the

materials

provided

by

the

Advisor

in

connection

with

the

Board’s

consideration

of

The

BeeHive

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2023

16

the

approval

of

the

Agreements,

the

Board

concluded

that,

overall,

it

was

satisfied

with

the

nature,

extent

and

quality

of

services

to

be

provided

to

the

Fund

under

the

Interim

Agreement

and

New

Agreement.

Performance

The

Board

referenced

the

information

provided

by

the

Advisor

regarding

the

Fund’s

performance,

including

information

as

presented

by

Spears

at

the

September

meeting,

and

noted

that

the

same

portfolio

managers

that

managed

the

Fund

at

Spears

would

continue

to

manage

the

Fund

at

the

Advisor.

The

Board

reviewed

the

performance

of

the

Fund

over

the

one-,

three-,

five-,

and

10-

year

periods

ended

June

30,

2023,

and

for

the

period

since

the

Fund’s

inception

through

June

30,

2023

compared

to

its

benchmark

index,

the

S&P

500

Index.

The

Board

also

considered

the

Fund’s

performance

over

the

one-,

three-,

and

five-year

periods

ended

June

30,

2023

relative

to

an

independent

peer

group

of

funds

identified

by

Strategic

Insight,

Inc.

(“Strategic

Insight”)

as

having

characteristics

similar

to

the

Fund.

The

Board

considered

the

Advisor’s

explanation

that

the

Fund’s

relative

underperformance

to

the

benchmark

index

and

the

Strategic

Insight

peer

group

could

be

attributed,

at

least

in

part,

to

the

Fund’s

underweight

exposure

to

certain

outperforming

companies

and

sectors,

relative

to

each

of

the

benchmark

and

Strategic

Insight

peers,

during

the

most

recent

one-year

period

ended

June

30,

2023.

The

Board

also

noted

Spears’

representation

that

its

tax-sensitive

management

of

the

Fund

was

believed

to

have

resulted

in

differences

in

the

performance

of

the

Fund

over

longer

time

periods

compared

to

its

peers

and

benchmark.

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

under

the

Interim

Agreement

and

New

Agreement.

Compensation

The

Board

reviewed

the

Advisor’s

proposed

compensation

under

the

Agreements

for

providing

advisory

services

to

the

Fund

and

considered

the

comparative

information

presented

at

the

September

meeting,

which

compared

the

net

advisory

fee

rate

and

actual

total

expense

ratio

of

the

Fund

compared

to

those

of

its

Strategic

Insight

peer

group.

At

the

September

meeting,

the

Board

observed

that,

although

the

net

advisory

fee

rate

for

the

Fund

was

higher

than

the

median

of

the

Strategic

Insight

peer

group,

it

was

believed

to

be

within

a

reasonable

range.

At

the

September

meeting,

the

Board

also

observed

that

the

Fund’s

actual

total

expense

ratio

was

lower

than

the

median

of

the

Strategic

Insight

peer

group.

At

the

December

meeting,

the

Board

observed

that

the

advisory

fee

rate

under

the

Interim

Agreement

and

New

Agreement

would

be

identical

to

the

advisory

fee

rate

under

the

Original

Agreement

and

that

the

Advisor

had

contractually

agreed

to

waive

its

fees

or

to

reimburse

Fund

expenses

to

the

extent

necessary

to

keep

the

total

expenses

of

the

Fund

at

or

below

their

current

level

for

at

least

two

years

following

the

Transaction.

Based

on

the

foregoing

and

other

applicable

considerations,

the

Board

concluded

that

the

Advisor’s

advisory

fee

rate

to

be

charged

to

the

Fund

under

the

Interim

Agreement

and

New

Agreement

would

be

reasonable.

Cost

of

Services

and

Profitability

The

Board

considered

information

regarding

the

costs

of

services

and

the

Advisor’s

anticipated

profitability

with

respect

to

the

Fund,

including,

in

particular,

the

information

presented

by

Spears

at

the

September

meeting.

In

this

regard,

the

Board

considered

the

Advisor’s

representation

that

the

resources

devoted

to

the

Fund,

as

well

as

the

costs

and

profitability

of

the

Fund

remain

the

same

as

presented

by

Spears

in

connection

with

the

September

2023

renewal.

Based

on

applicable

considerations,

the

Board

concluded

that

the

Advisor’s

costs

of

services

and

anticipated

profits

attributable

to

management

of

the

Fund

under

the

Interim

Agreement

and

New

Agreement

would

be

reasonable.

Economies

of

Scale

The

Board

evaluated

whether

the

Fund

would

benefit

from

any

economies

of

scale

under

the

Agreements.

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

the

Fund

has

a

relatively

low

asset

level

and

that

the

Advisor

will

continue

to

waive

a

portion

of

its

contractual

advisory

fee

in

order

to

keep

the

Fund’s

expenses

at

or

below

the

agreed-upon

expense

cap.

Based

on

the

foregoing

and

other

applicable

considerations,

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

approval

of

the

Agreements

at

current

fee

levels.

The

BeeHive

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2023

17

Other

Benefits

The

Board

noted

the

Advisor’s

representation

that,

aside

from

its

contractual

advisory

fees,

it

will

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

Agreements.

Conclusion

The

Board

did

not

identify

any

single

factor

as

being

of

paramount

importance,

and

different

Trustees

may

have

given

different

weight

to

different

factors.

The

Board

reviewed

a

memorandum

from

Fund

counsel

discussing

the

legal

standards

applicable

to

its

consideration

of

the

Agreements.

Based

on

its

review,

including

consideration

of

each

of

the

factors

referenced

above,

the

Board

determined,

in

the

exercise

of

its

reasonable

business

judgment,

that

the

advisory

arrangement,

as

outlined

in

the

Interim

Agreement

and

New

Agreement,

was

fair

and

reasonable

in

light

of

the

services

to

be

performed,

the

expenses

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

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,

2022

through

June

30,

2023

in

order

to

prepare

a

written

report

to

the

Board

for

review

at

the

September

meeting.

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.

The

BeeHive

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2023

18

Federal

Tax

Status

of

Dividends

Declared

during

the

Fiscal

Year

For

federal

income

tax

purposes,

dividends

from

short-term

capital

gains

are

classified

as

ordinary

income.

The

Fund

designates

100.00

%

of

its

income

dividend

distributed

as

qualifying

for

the

corporate

dividends-received

deduction

(“DRD”)

and

100.00

%

for

the

qualified

dividend

rate

(“QDI”)

as

defined

in

Section

1(h)(11)

of

the

Code.

The

Fund

also

designates

24.97%

as

qualified

interest

income

exempt

from

U.S.

tax

for

foreign

shareholders

(“QII”).

The

Fund

paid

long-term

capital

gain

dividends

of

$3,534,664.

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,

2023

through

December

31,

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

=

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,

2023

Ending

Account

Value

December

31,

2023

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Actual

$

1,000.00

$

1,046.70

$

5.06

0.98%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,020.30

$

4.99

0.98%

*

Expenses

are

equal

to

the

Fund’s

net

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,

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.

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-1223

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 2022 and $47,100 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 $9,000 in 2022 and $9,900 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)(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/ Zachary Tackett
	Zachary Tackett, Principal Executive Officer
Date:	February 29, 2024

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

By:	/s/ Zachary Tackett
	Zachary Tackett, Principal Executive Officer
Date:	February 29, 2024

By:	/s/ Karen Shaw
	Karen Shaw, Principal Financial Officer
Date:	February 29, 2024