As filed with the Securities and Exchange Commission on June 6, 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 March 31, 2024

Date of reporting period: April 1, 2023 – March 31, 2024

ITEM 1. REPORT TO STOCKHOLDERS.

Payson

Total

Return

Fund

ANNUAL

REPORT

//

March

31,

2024

Payson

Total

Return

Fund

Table

of

Contents

March

31,

2024

IMPORTANT

INFORMATION

An

investment

in

the

Fund

is

subject

to

risk,

including

the

possible

loss

of

principal.

Other

Fund

risks

include

equity

risk,

sector

risk,

convertible

securities

risk,

debt

securities

risk,

technology

sector

risk,

exchange-

traded

funds

risk,

interest

rate

risk,

credit

risk,

inflation

indexed

security

risk,

U.S.

government

securities

risk,

value

investment

risk,

mortgage-related

and

other

asset-backed

securities

risk,

and

foreign

investments

risk.

Foreign

investing

involves

certain

risks

and

increased

volatility

not

associated

with

investing

solely

in

the

U.S.,

including

currency

fluctuations,

economic

or

financial

instability,

lack

of

timely

or

reliable

financial

information

or

unfavorable

political

or

legal

developments.

Mortgage-related

and

other

asset-

backed

securities

risks

include

extension

risk

and

prepayment

risk.

In

addition,

the

Fund

invests

in

midcap

companies,

which

pose

greater

risks

than

those

associated

with

larger,

more

established

companies.

There

is

no

assurance

that

the

Fund

will

achieve

its

investment

objective.

A

Message

to

Our

Shareholders

(Unaudited)

1

Performance

Chart

and

Analysis

(Unaudited)

2

Schedule

of

Investments

3

Statement

of

Assets

and

Liabilities

5

Statement

of

Operations

6

Statements

of

Changes

in

Net

Assets

7

Financial

Highlights

8

Notes

to

Financial

Statements

9

Report

of

Independent

Registered

Public

Accounting

Firm

15

Additional

Information

(Unaudited)

17

Payson

Total

Return

Fund

A

Message

to

Our

Shareholders

(Unaudited)

March

31,

2024

1

Dear

Payson

Total

Return

Fund

Shareholder,

Better-than-expected

economic

conditions,

led

by

moderating

inflation

and

continued

GDP

growth,

combined

with

a

rapid

rise

in

the

value

of

stocks

related

to

“Artificial

Intelligence”

(AI)

led

to

a

strong

year

for

the

Payson

Total

Return

Fund

(the

“Fund”)

and

the

S&P

500

Index,

the

Fund’s

benchmark.

For

the

past

fiscal

year

ending

in

March

31,

2024,

the

Fund

generated

a

total

return

of

33.2%,

outperforming

the

29.9%

return

posted

by

the

S&P

500

Index.

The

US

economy

remained

resilient,

propped

up

by

strong

consumer

spending

and

industrial

demand,

despite

the

dampening

effects

of

higher

interest

rates.

More

surprisingly,

however,

inflation

continued

to

moderate,

despite

increased

spending

and

tight

labor

markets.

Expectations

of

an

economic

“soft

landing”

or

“no

landing”

increased

as

inflation

remained

well

contained,

and

as

US

economic

growth

remained

stable.

These

better-than-expected

economic

conditions,

combined

with

the

aforementioned

advance

in

AI

stocks,

led

to

the

meaningful

gains

registered

by

the

Index.

While

the

headline

return

of

the

S&P

500

Index

is

impressive,

it

obscures

what

was

a

bifurcated

market

over

the

last

year.

A

substantial

amount

of

the

Index’s

gain

was

due

to

a

handful

of

very

large

cap

stocks,

largely

in

the

technology

sector.

The

common

theme

among

these

winners

was

their

perceived

relevance

to

the

AI

theme.

Towards

the

end

of

the

year,

however,

the

market

advance

began

to

broaden,

providing

a

lift

to

medium

and

smaller-sized

companies.

With

respect

to

relative

performance,

the

Fund’s

higher-than-benchmark

exposure

to

information

technology

stocks

continued

to

add

positively

to

performance.

Specifically,

both

Broadcom

and

Lam

Research

ranked

in

the

top

five

for

positive

contributors

and

the

Fund

continues

to

hold

these

two

stocks.

This

was

partially

offset

by

the

Fund’s

holdings

in

the

Healthcare

and

Financials

sectors

which,

in

the

aggregate,

detracted

from

results.

As

a

practice,

the

Fund

managers

spend

very

little

time

speculating

on

what

may

happen

with

inflation,

interest

rates

and

economic

growth

–

variables

which

are

out

of

their

control.

Instead,

the

Fund’s

managers

remain

committed

to

constructing

and

maintaining

a

portfolio

of

what

they

believe

are

attractively-valued

companies

that,

collectively,

have

superior

characteristics

to

the

Index.

The

managers

seek

to

invest

in

high

quality

companies,

with

“quality”

defined

as

high

and

sustainable

margins,

strong

and

growing

cash

flows,

and

shareholder-friendly

uses

of

cash--such

as

share

buybacks

and

dividend

payments.

Looking

ahead,

it

is

important

to

note

that

market

expectations

around

inflation

and

interest

rates

have

changed

meaningfully

since

the

turn

of

the

year.

Recently,

the

rate

of

the

decline

in

inflation

has

been

below

what

the

market

has

anticipated,

pushing

investors

to

expect

interest

rates

to

stay

elevated

longer.

The

prospect

of

higher

rates

has

also

increased

investors’

concerns

over

a

potential

moderation

in

US

economic

growth.

At

the

same

time,

valuations

in

the

stock

market

are

generally

above

long-term

averages,

providing

less

of

a

cushion

to

stocks

should

economic

conditions

weaken.

As

such,

the

Fund

managers

are,

at

the

margin,

cautious,

but

remain,

as

always,

committed

to

the

disciplined,

company-by-company

approach

that

has

produced

long-term

competitive

returns

for

its

investors.

Payson

Total

Return

Fund

Performance

Chart

and

Analysis

(Unaudited)

March

31,

2024

2

The

following

chart

reflects

the

change

in

the

value

of

a

hypothetical

$10,000

investment,

including

reinvested

dividends

and

distributions,

in

Payson

Total

Return

Fund

(the

“Fund”)

compared

with

the

performance

of

the

benchmark,

S&P

500

Index

(the

“S&P

500”),

over

the

past

ten

fiscal

years.

The

S&P

500

is

a

broad-based

measurement

of

the

U.S.

stock

market

based

on

the

performance

of

500

widely

held

large

capitalization

common

stocks.

The

total

return

of

the

index

includes

the

reinvestment

of

dividends

and

income.

The

total

return

of

the

Fund

includes

operating

expenses

that

reduce

returns,

while

the

total

return

of

the

index

does

not

include

expenses.

The

Fund

is

professionally

managed,

while

the

index

is

unmanaged

and

is

not

available

for

investment.

Comparison

of

Change

in

Value

of

a

$10,000

Investment

Payson

Total

Return

Fund

vs.

S&P

500®

Index

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

For

the

most

recent

month-end

performance,

please

call

(800)

805-8258.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratio

(gross)

is

0.82%.

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

an

average

annual.

Average

Annual

Total

Returns

Periods

Ended

March

31,

2024

One

Year

Five

Year

Ten

Year

Payson

Total

Return

Fund

33.16%

16.54%

12.57%

S&P

500®

Index

29.88%

15.05%

12.96%

Payson

Total

Return

Fund

SCHEDULE

OF

INVESTMENTS

March

31,

2024

See

Notes

to

Financial

Statements.

3

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

as

of

March

31,

2024. 

The

inputs

or

methodology

used

for

valuing

securities

are

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

For

more

information

on

valuation

inputs,

and

their

aggregation

into

the

levels

used

in

the

table

below,

please

refer

to

the

Security

Valuation

section

in

Note

2

of

the

accompanying

Notes

to

Financial

Statements.

Shares

Security

Description

Value

Common

Stock

-

98.5%

Consumer

Discretionary

-

6.6%

2,664‌

AutoZone,

Inc. (a)

$

8,395,996‌

21,617‌

Lowe's

Cos.,

Inc.

5,506,498‌

10,900‌

The

Home

Depot,

Inc.

4,181,240‌

18,083,734‌

Consumer

Staples

-

2.2%

10,325‌

Thermo

Fisher

Scientific,

Inc.

6,000,993‌

Energy

-

3.5%

34,202‌

Chevron

Corp.

5,395,024‌

20,680‌

Marathon

Petroleum

Corp.

4,167,020‌

9,562,044‌

Financials

-

12.2%

8,328‌

Aon

PLC,

Class A

2,779,220‌

12,630‌

Berkshire

Hathaway,

Inc.,

Class B (a)

5,311,168‌

26,630‌

LPL

Financial

Holdings,

Inc.

7,035,646‌

18,403‌

Mastercard,

Inc.,

Class A

8,862,333‌

33,616‌

Visa,

Inc.,

Class A

9,381,553‌

33,369,920‌

Health

Care

-

10.9%

43,035‌

AbbVie,

Inc.

7,836,673‌

30,477‌

Amgen,

Inc.

8,665,221‌

80,660‌

CVS

Health

Corp.

6,433,441‌

25,730‌

Johnson

&

Johnson

4,070,229‌

5,830‌

UnitedHealth

Group,

Inc.

2,884,101‌

29,889,665‌

Industrials

-

9.4%

47,863‌

AMETEK,

Inc.

8,754,143‌

33,698‌

L3Harris

Technologies,

Inc.

7,181,044‌

10,700‌

Norfolk

Southern

Corp.

2,727,109‌

109,950‌

Terex

Corp.

7,080,780‌

25,743,076‌

Information

Technology

-

53.7%

18,233‌

Accenture

PLC,

Class A

6,319,740‌

15,333‌

Adobe,

Inc. (a)

7,737,032‌

122,580‌

Alphabet,

Inc.,

Class A (a)

18,500,999‌

78,647‌

Apple,

Inc.

13,486,388‌

Shares

Security

Description

Value

Information

Technology

-

53.7%

(continued)

12,114‌

Broadcom,

Inc.

$

16,056,017‌

38,293‌

CDW

Corp.

9,794,584‌

251,960‌

HP,

Inc.

7,614,231‌

9,632‌

Lam

Research

Corp.

9,358,162‌

24,945‌

Meta

Platforms,

Inc.,

Class A

12,112,793‌

24,820‌

Microsoft

Corp.

10,442,270‌

16,857‌

NVIDIA

Corp.

15,231,311‌

32,785‌

NXP

Semiconductors

NV

8,123,139‌

15,590‌

Texas

Instruments,

Inc.

2,715,934‌

38,688‌

WEX,

Inc. (a)

9,189,561‌

146,682,161‌

Total

Common

Stock

(Cost

$158,327,389)

269,331,593‌

Shares

Security

Description

Value

Exchange

Traded

Fund

-

0.9%

40,000‌

SPDR

Portfolio

S&P

500

ETF

(Cost

$2,319,652)

2,461,200‌

Investments,

at

value

-

99.4%

(Cost

$160,647,041)

$

271,792,793‌

Other

Assets

&

Liabilities,

Net

-

0.6%

1,720,562‌

Net

Assets

-

100.0%

$

273,513,355‌

ETF

Exchange

Traded

Fund

PLC

Public

Limited

Company

(a)

Non-income

producing

security.

Payson

Total

Return

Fund

SCHEDULE

OF

INVESTMENTS

March

31,

2024

See

Notes

to

Financial

Statements.

4

The

Level

1

value

displayed

in

this

table

is

Common

Stock

and

an

Exchange

Traded

Fund.

Refer

to

this

Schedule

of

Investments

for

a

further

breakout

of

each

security

by

industry.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

271,792,793‌

Level

2

-

Other

Significant

Observable

Inputs

–‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

271,792,793‌

PORTFOLIO

HOLDINGS

(Unaudited)

%

of

Total

Investments

Consumer

Discretionary

6.6‌%

Consumer

Staples

2.2‌%

Energy

3.5‌%

Financials

12.3‌%

Health

Care

11.0‌%

Industrials

9.5‌%

Information

Technology

54.0‌%

Exchange

Traded

Fund

0.9‌%

100.0‌%

Payson

Total

Return

Fund

Statement

of

Assets

and

Liabilities

March

31,

2024

See

Notes

to

Financial

Statements.

5

ASSETS

Investments,

at

value

(Cost

$160,647,041)

$

271,792,793‌

Cash

2,305,120‌

Receivables:

Fund

shares

sold

91,840‌

Dividends

and

interest

147,112‌

Prepaid

expenses

11,591‌

Total

Assets

274,348,456‌

LIABILITIES

Payables:

Fund

shares

redeemed

485,341‌

Distributions

payable

121,463‌

Accrued

Liabilities:

Investment

adviser

fees

136,903‌

Fund

services

fees

27,877‌

Other

expenses

63,517‌

Total

Liabilities

835,101‌

NET

ASSETS

$

273,513,355‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

145,613,852‌

Distributable

Earnings

127,899,503‌

NET

ASSETS

$

273,513,355‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

8,518,271‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE

$

32.11‌

Payson

Total

Return

Fund

Statement

of

Operations

YEAR

ENDED

MARCH

31,

2024

See

Notes

to

Financial

Statements.

6

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$19,888)

$

3,423,865‌

Interest

income

224,302‌

Total

Investment

Income

3,648,167‌

EXPENSES

Investment

adviser

fees

1,524,202‌

Fund

services

fees

334,528‌

Custodian

fees

27,488‌

Registration

fees

25,025‌

Professional

fees

60,327‌

Trustees'

fees

and

expenses

12,543‌

Other

expenses

83,155‌

Total

Expenses

2,067,268‌

NET

INVESTMENT

INCOME

1,580,899‌

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

on

investments

21,540,319‌

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

48,081,775‌

NET

REALIZED

AND

UNREALIZED

GAIN

69,622,094‌

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

71,202,993‌

Payson

Total

Return

Fund

Statements

of

Changes

in

Net

Assets

See

Notes

to

Financial

Statements.

7

For

the

Years

Ended

March

31,

2024

2023

OPERATIONS

Net

investment

income

$

1,580,899‌

$

2,863,256‌

Net

realized

gain

21,540,319‌

1,585,856‌

Net

change

in

unrealized

appreciation

(depreciation)

48,081,775‌

(21,276,307‌)

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

71,202,993‌

(16,827,195‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

(6,169,607‌)

(6,059,082‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

42,235,533‌

79,389,467‌

Reinvestment

of

distributions

5,574,275‌

4,924,970‌

Redemption

of

shares

(77,745,174‌)

(45,357,046‌)

Increase

(Decrease)

in

Net

Assets

from

Capital

Share

Transactions

(29,935,366‌)

38,957,391‌

Increase

in

Net

Assets

35,098,020‌

16,071,114‌

NET

ASSETS

Beginning

of

Year

238,415,335‌

222,344,221‌

End

of

Year

$

273,513,355‌

$

238,415,335‌

SHARE

TRANSACTIONS

Sale

of

shares

1,494,450‌

3,211,535‌

Reinvestment

of

distributions

198,090‌

199,667‌

Redemption

of

shares

(2,806,667‌)

(1,865,222‌)

Increase

(Decrease)

in

Shares

(1,114,127‌)

1,545,980‌

Payson

Total

Return

Fund

Financial

Highlights

See

Notes

to

Financial

Statements.

8

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

year

.

For

the

Years

Ended

March

31,

2024

2023

2022

2021

2020

NET

ASSET

VALUE,

Beginning

of

Year

$

24.75‌

$

27.50‌

$

27.20‌

$

18.17‌

$

19.37‌

INVESTMENT

OPERATIONS

Net

investment

income

(a)

0.17‌

0.29‌

0.14‌

0.17‌

0.15‌

Net

realized

and

unrealized

gain

(loss)

7.93‌

(2.45‌)

3.92‌

10.75‌

(1.20‌)

Total

from

Investment

Operations

8.10‌

(2.16‌)

4.06‌

10.92‌

(1.05‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.18‌)

(0.28‌)

(0.14‌)

(0.17‌)

(0.15‌)

Net

realized

gain

(0.56‌)

(0.31‌)

(3.62‌)

(1.72‌)

–‌

Total

Distributions

to

Shareholders

(0.74‌)

(0.59‌)

(3.76‌)

(1.89‌)

(0.15‌)

NET

ASSET

VALUE,

End

of

Year

$

32.11‌

$

24.75‌

$

27.50‌

$

27.20‌

$

18.17‌

TOTAL

RETURN

33.16‌%

(7.81‌)%

14.82‌%

61.37‌%

(5.48‌)%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000s

omitted)

$

273,513‌

$

238,415‌

$

222,344‌

$

170,824‌

$

104,475‌

Ratios

to

Average

Net

Assets:

Net

investment

income

0.62‌%

1.17‌%

0.50‌%

0.72‌%

0.74‌%

Net

expenses

0.81‌%

0.82‌%

0.82‌%

0.85‌%

0.86‌%

PORTFOLIO

TURNOVER

RATE

65‌%

51‌%

87‌%

64‌%

25‌%

(a)

Calculated

based

on

average

shares

outstanding

during

each

year.

Payson

Total

Return

Fund

Notes

to

Financial

Statements

March

31,

2024

9

Note

1.

Organization

The

Payson

Total

Return

Fund

(the

“Fund”)

is

a

diversified

portfolio

of

Forum

Funds

(the

“Trust”).

The

Trust

is

a

Delaware

statutory

trust

that

is

registered

as

an

open-end,

management

investment

company

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“Act”).

Under

its

Trust

Instrument,

the

Trust

is

authorized

to

issue

an

unlimited

number

of

the

Fund’s

shares

of

beneficial

interest

without

par

value.

The

Fund

commenced

operations

on

November

25,

1991.

The

Fund

seeks

a

combination

of

high

current

income

and

capital

appreciation.

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.

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

4,

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

Payson

Total

Return

Fund

Notes

to

Financial

Statements

March

31,

2024

10

value.

Discounts

may

also

be

applied

based

on

the

nature

or

duration

of

any

restrictions

on

the

disposition

of

the

investments.

The

Adviser

performs

regular

reviews

of

valuation

methodologies,

key

inputs

and

assumptions,

disposition

analysis

and

market

activity.

Fair

valuation

is

based

on

subjective

factors

and,

as

a

result,

the

fair

value

price

of

an

investment

may

differ

from

the

security’s

market

price

and

may

not

be

the

price

at

which

the

asset

may

be

sold.

Fair

valuation

could

result

in

a

different

net

asset

value

(“NAV”)

than

a

NAV

determined

by

using

market

quotes.

GAAP

has

a

three-tier

fair

value

hierarchy.

The

basis

of

the

tiers

is

dependent

upon

the

various

“inputs”

used

to

determine

the

value

of

the

Fund’s

investments.

These

inputs

are

summarized

in

the

three

broad

levels

listed

below:

Level

1

-

Quoted

prices

in

active

markets

for

identical

assets

and

liabilities.

Level

2

-

Prices

determined

using

significant

other

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

prepayment

speeds,

credit

risk,

etc.).

Short-term

securities

with

maturities

of

sixty

days

or

less

are

valued

at

amortized

cost,

which

approximates

market

value,

and

are

categorized

as

Level

2

in

the

hierarchy.

Municipal

securities,

long-term

U.S.

government

obligations

and

corporate

debt

securities

are

valued

in

accordance

with

the

evaluated

price

supplied

by

a

pricing

service

and

generally

categorized

as

Level

2

in

the

hierarchy.

Other

securities

that

are

categorized

as

Level

2

in

the

hierarchy

include,

but

are

not

limited

to,

warrants

that

do

not

trade

on

an

exchange,

securities

valued

at

the

mean

between

the

last

reported

bid

and

ask

quotation

and

international

equity

securities

valued

by

an

independent

third

party

with

adjustments

for

changes

in

value

between

the

time

of

the

securities’

respective

local

market

closes

and

the

close

of

the

U.S.

market.

Level

3

-

Significant

unobservable

inputs

(including

the

Fund’s

own

assumptions

in

determining

the

fair

value

of

investments).

The

aggregate

value

by

input

level,

as

of

March

31,

2024,

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.

Payson

Total

Return

Fund

Notes

to

Financial

Statements

March

31,

2024

11

Distributions

to

Shareholders

–

Distributions

to

shareholders

of

net

investment

income,

if

any,

are

declared

and

paid

quarterly.

Distributions

to

shareholders

of

net

capital

gains

and

net

foreign

currency

gains,

if

any,

are

declared

and

paid

at

least

annually.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Distributions

are

based

on

amounts

calculated

in

accordance

with

applicable

federal

income

tax

regulations,

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

March

31,

2024,

there

are

no

uncertain

tax

positions

that

would

require

financial

statement

recognition,

de-recognition

or

disclosure.

Income

and

Expense

Allocation

–

The

Trust

accounts

separately

for

the

assets,

liabilities

and

operations

of

each

of

its

investment

portfolios.

Expenses

that

are

directly

attributable

to

more

than

one

investment

portfolio

are

allocated

among

the

respective

investment

portfolios

in

an

equitable

manner.

Commitments

and

Contingencies

–

In

the

normal

course

of

business,

the

Fund

enters

into

contracts

that

provide

general

indemnifications

by

the

Fund

to

the

counterparty

to

the

contract.

The

Fund’s

maximum

exposure

under

these

arrangements

is

dependent

on

future

claims

that

may

be

made

against

the

Fund

and,

therefore,

cannot

be

estimated;

however,

based

on

experience,

the

risk

of

loss

from

such

claims

is

considered

remote.

The

Fund

has

determined

that

none

of

these

arrangements

requires

disclosure

on

the

Fund’s

statement

of

assets

and

liabilities.

Note

3.

Cash

–

Concentration

in

Uninsured

Account

For

cash

management

purposes,

the

Fund

may

concentrate

cash

with

the

Fund’s

custodian.

This

typically

results

in

cash

balances

exceeding

the

Federal

Deposit

Insurance

Corporation

(“FDIC”)

insurance

limits.

As

of

March

31,

2024,

the

Fund

had

$2,055,120

at

U.S.

BANK,

N.A.

that

exceeded

the

FDIC

insurance

limit.

Payson

Total

Return

Fund

Notes

to

Financial

Statements

March

31,

2024

12

Note

4.

Fees

and

Expenses

Investment

Adviser

–

H.M.

Payson

&

Co.

(the

“Adviser”)

is

the

investment

adviser

to

the

Fund.

Pursuant

to

an

investment

advisory

agreement,

the

Adviser

receives

an

advisory

fee,

payable

monthly,

from

the

Fund

at

an

annual

rate

of

0.60%

of

the

Fund’s

average

daily

net

assets.

Distribution

–

Foreside

Fund

Services,

LLC,

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

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

March

31,

2024

were

$162,913,533

and

$198,186,320,

respectively.

Payson

Total

Return

Fund

Notes

to

Financial

Statements

March

31,

2024

13

Note

6.

Federal

Income

Tax

As

of

March

31,

2024,

the

cost

of

investments

for

federal

income

tax

purposes

is

$160,647,041 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

March

31,

2024

,

distributable

earnings

(accumulated

loss)

on

a

tax

basis

were

as

follows:

The

difference

between

components

of

distributable

earnings

on

a

tax

basis

and

the

amounts

reflected

in

the

Statement

of

Assets

and

Liabilities

are

primarily

due

to

treatment

of

distributions

payable.

Note

7.

Technology

Sector

Risk

The

Fund

invests

a

significant

portion

of

its

assets

in

the

information

technology

sector.

Investments

in

information

technology

companies

are

vulnerable

to

factors

affecting

the

technology

sector,

such

as

dependency

on

consumer

and

business

acceptance

as

new

technology

evolves,

large

and

rapid

price

movements

resulting

from

competition,

rapid

obsolescence

of

products

and

services

and

short

product

cycles.

Many

information

technology

companies

are

small

and

at

an

earlier

stage

of

development

and,

therefore,

may

be

subject

to

risks

such

as

those

arising

out

of

limited

product

lines,

markets

and

financial

and

managerial

resources.

Gross

Unrealized

Appreciation

$

111,307,040‌

Gross

Unrealized

Depreciation

(161,288‌)

Net

Unrealized

Appreciation

$

111,145,752‌

2024

2023

Ordinary

Income

$

1,777,855‌

$

2,742,855‌

Long-Term

Capital

Gain

4,560,823‌

3,195,763‌

$

6,338,678‌

$

5,938,618‌

Undistributed

Ordinary

Income

$

781,612‌

Undistributed

Long-Term

Gain

16,093,602‌

Net

Unrealized

Appreciation

111,145,752‌

Other

Temporary

Differences

(121,463‌)

Total

$

127,899,503‌

Payson

Total

Return

Fund

Notes

to

Financial

Statements

March

31,

2024

14

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.

Report

of

Independent

Registered

Public

Accounting

Firm

15

To

the

Shareholders

of

Payson

Total

Return

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

Payson

Total

Return

Fund

(the

“Fund”),

a

series

of

Forum

Funds,

as

of

March

31,

2024,

the

related

statement

of

operations

for

the

year

then

ended,

the

statements

of

changes

in

net

assets

and

financial

highlights

for

each

of

the

two

years

in

the

period

then

ended,

and

the

related

notes

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

as

of

March

31,

2024,

the

results

of

its

operations

for

the

year

then

ended,

and

the

changes

in

net

assets

and

financial

highlights

for

each

of

the

two

years

in

the

period

then

ended,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

The

Fund’s

financial

highlights

for

the

years

ended

March

31,

2022,

and

prior,

were

audited

by

other

auditors

whose

report

dated

May

25,

2022,

expressed

an

unqualified

opinion

on

those

financial

highlights.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund’s

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audits

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

16

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

March

31,

2024,

by

correspondence

with

the

custodian.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

We

have

served

as

the

Fund’s

auditor

since

2023.

COHEN

&

COMPANY,

LTD.

Philadelphia,

Pennsylvania

May

28,

2024

Payson

Total

Return

Fund

Additional

Information

(Unaudited)

March

31,

2024

17

Proxy

Voting

Information

A

description

of

the

policies

and

procedures

that

the

Fund

uses

to

determine

how

to

vote

proxies

relating

to

securities

held

in

the

Fund’s

portfolio

is

available,

without

charge

and

upon

request,

by

calling

(800)

805-

8258

and

on

the

SEC

website

at

www.sec.gov.

The

Fund’s

proxy

voting

record

for

the

most

recent

twelve-

month

period

ended

June

30

is

available,

without

charge

and

upon

request,

by

calling

(800)

805-8258

and

on

the

SEC’s

website

at

www.sec.gov.

Availability

of

Quarterly

Portfolio

Schedules

The

Fund

files

its

complete

schedule

of

portfolio

holdings

with

the

SEC

for

the

first

and

third

quarters

of

each

fiscal

year

on

Form

N-PORT.

Forms

N-PORT

are

available

free

of

charge

on

the

SEC’s

website

at

www.sec.gov.

Shareholder

Expense

Example

As

a

shareholder

of

the

Fund

,

you

incur

ongoing

costs,

including

management

fees

and

other

Fund

expenses.

This

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

Fund

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

The

example

is

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

for

the

entire

period

from

October

1,

2023

through

March

31,

2024.

Actual

Expenses

–

The

first

line

of

the

table

below

provides

information

about

actual

account

values

and

actual

expenses.

You

may

use

the

information

in

this

line,

together

with

the

amount

you

invested,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

in

the

first

line

under

the

heading

entitled

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

the

period.

Hypothetical

Example

for

Comparison

Purposes

–

The

second

line

of

the

table

below

provides

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

You

may

use

this

information

to

compare

the

ongoing

costs

of

investing

in

the

Fund

and

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

the

expenses

shown

in

the

table

are

meant

to

highlight

your

ongoing

costs

only.

Therefore,

the

second

line

of

the

table

is

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

Payson

Total

Return

Fund

Additional

Information

(Unaudited)

March

31,

2024

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

7.36

%

as

qualified

interest

income

exempt

from

U.S.

tax

for

foreign

shareholders

(QII).

The

Fund

paid

long-term

capital

gain

dividends

of

$4,560,823.

Trustees

and

Officers

of

the

Trust

The

Board

is

responsible

for

oversight

of

the

management

of

the

Trust’s

business

affairs

and

of

the

exercise

of

all

the

Trust’s

powers

except

those

reserved

for

the

shareholders.

The

following

table

provides

information

about

each

Trustee

and

certain

officers

of

the

Trust.

Each

Trustee

and

officer

holds

office

until

the

person

resigns,

is

removed

or

is

replaced.

Unless

otherwise

noted,

the

persons

have

held

their

principal

occupations

for

more

than

five

years.

The

address

for

all

Trustees

and

officers

is

Three

Canal

Plaza,

Suite

600,

Portland,

Maine

04101.

The

Fund’s

Statement

of

Additional

Information

includes

additional

information

about

the

Trustees

and

is

available,

without

charge

and

upon

request,

by

calling

(800)

805-8258.

Beginning

Account

Value

October

1,

2023

Ending

Account

Value

March

31,

2024

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Actual

$

1,000.00

$

1,233.47

$

4.58

0.82%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,020.90

$

4.14

0.82%

*

Expenses

are

equal

to

the

Fund’s

annualized

expense

ratio

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half-year

(183)

divided

by

366

to

reflect

the

half-year

period.

Payson

Total

Return

Fund

Additional

Information

(Unaudited)

March

31,

2024

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;

Chairman

of

the

Audit

Committee

Since

2018

Independent

consultant

providing

interim

CFO

services,

principally

to

non-profit

organizations,

2011-2017,

and

since

2023;

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

Payson

Total

Return

Fund

Additional

Information

(Unaudited)

March

31,

2024

20

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.

800

805

8258

//

hmpayson.com

FOR

MORE

INFORMATION

Payson

Total

Return

Fund

P.O.

Box

588

Portland,

Maine

04112

(800)

805-8258

(toll

free)

www.hmpayson.com

Transfer

Agent

Apex

Fund

Services

P.O.

Box

588

Portland,

Maine

04112

www.apexgroup.com

Distributor

Foreside

Fund

Services,

LLC

Three

Canal

Plaza,

Suite

100

Portland,

Maine

04101

www.foreside.com

Investment

Company

Act

File

No.

811-03023

This

report

is

submitted

for

the

general

information

of

the

shareholders

of

the

Fund.

It

is

not

authorized

for

distribution

to

prospective

investors

unless

preceded

or

accompanied

by

an

effective

prospectus,

which

includes

information

regarding

the

Fund’s

risks,

objectives,

fees

and

expenses,

experience

of

its

management,

and

other

information.

800

805

8258

//

hmpayson.com

230-ANR-0324

Beck

Mack

+

Oliver

LLC

Annual

Report

March

31,

2024

Beck

Mack

+

Oliver

Partners

Fund

Beck

Mack

+

Oliver

Partners

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

March

31,

2024

1

Dear

Fellow

Shareholder:

The

Beck

Mack

+

Oliver

Partners

Fund

(the

“Partners

Fund”)

returned

+39.48%

net

of

fees

and

expenses

for

the

fiscal

year

ended

March

31,

2024

(the

“Fiscal

Year”),

resulting

in

a

net

asset

value

of

$24.15

per

share.

By

comparison,

during

the

Fiscal

Year,

the

S&P

500

Index

(the

“S&P

500”),

which

is

the

Partners

Fund’s

principal

benchmark,

returned

+29.88%.

Performance

Update

We

were

pleased

with

the

performance

of

the

Partners

Fund

during

the

Fiscal

Year.

Not

only

did

the

Partners

Fund

outperform

the

S&P

500

by

a

significant

margin,

but

the

strong

performance

was

broad-based,

with

17

out

of

27

stocks

in

the

portfolio

having

outperformed

the

S&P

500.

Moreover,

these

outperformers

included

both

some

of

the

largest

positions,

such

as

Apollo

Global

Management,

Blackstone,

and

Microsoft

Corp.,

as

well

newer

investments,

such

as

Ferguson

PLC,

Zurn

Elkay

Water

Solutions,

and

Rush

Enterprises.

As

of

March

31,

2024,

the

Partners

Fund

had

outperformed

the

S&P

500

over

the

prior

one-,

three-,

and

five-year

periods.

Largest

Positive

&

Negative

Contributors

The

table

below

indicates

the

largest

positive

and

negative

contributors

to

investment

performance

as

well

as

the

total

returns

of

the

respective

securities

during

the

Fiscal

Year.

1

The

Partners

Fund

has

had

a

multiyear

investment

in

the

alternative

asset

managers

Apollo

Global

Management

and

Blackstone.

We

believe

that

these

two

businesses

benefit

from

their

global

scale,

multi-decade

track

record

of

generating

superior

investment

results,

best-in-class

fundraising

and

distribution,

and

excellent

management,

all

of

which

have

contributed

to

ongoing

growth

in

fee-related

earnings.

In

our

opinion,

the

strong

total

returns

during

the

Fiscal

Year

are

attributable

to

solid

growth

in

assets

under

management

and

fee-related

earnings

as

well

as

to

the

growing

recognition

that

the

broader

alternative

asset

management

industry,

and

these

two

companies

in

particular,

are

benefiting

from

favorable

long-term

trends

regarding

how

capital

and

wealth

are

invested

across

the

globe.

The

Partners

Fund

has

also

had

a

multiyear

investment

in

Alphabet,

whose

businesses

include

Google

search,

YouTube,

Google

cloud,

the

Android

operating

system,

and

the

Play

app

store,

and

many

others.

During

the

Fiscal

Year,

Alphabet’s

1

Contribution

refers

to

how

much

the

position

contributed

to,

or

detracted

from,

the

Partners

Fund’s

investment

performance

during

the

Fiscal

Year.

Total

return

refers

to

the

security’s

total

return

during

the

entire

Fiscal

Year.

Largest

Positive

Contributors

Largest

Negative

Contributors

Position

Contribution

Total

Return

Position

Contribution

Total

Return

Apollo

Global

Management

+2.66%

+81.80%

Warner

Bros.

Discovery

-1.12%

-42.19%

Blackstone

+1.45%

+54.58%

Waters

Corp.

-0.20%

+1.17%

Alphabet

+0.62%

+46.40%

Laboratory

Corp.

of

America

Holdings

-0.16%

+12.35%

Beck

Mack

+

Oliver

Partners

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

March

31,

2024

2

stock

reacted

favorably

to

accelerating

revenue

growth

across

most

of

its

key

franchises.

Over

the

next

several

years,

we

expect

Alphabet

to

invest

substantial

sums

in

technical

infrastructure

related

to

artificial

intelligence,

which

we

in

turn

expect

to

have

a

large

impact

on

virtually

all

of

Alphabet’s

businesses.

In

light

of

the

large

net

cash

position

on

the

balance

sheet

and

the

company’s

ability

to

generate

significant

amounts

of

cash

flow,

we

view

Alphabet’s

ability

to

invest

behind

artificial

intelligence

as

an

important

competitive

advantage.

We

have

discussed

our

investment

in

Warner

Bros.

Discovery

in

recent

shareholder

letters,

including

in

the

most

recent

semi-annual

letter,

which

corresponded

to

the

period

ended

September

30,

2023

(the

“September

2023

Letter”).

While

we

have

been

pleased

with

the

company’s

integration

of

the

WarnerMedia

acquisition,

realization

of

synergies,

and

the

rapid

paydown

of

debt,

ongoing

challenges

in

the

company’s

linear

network

business

have

offset

these

positive

trends

with

respect

to

the

share

price.

We

believe

that

Warner

Bros.

Discovery

remains

a

deeply

undervalued

stock

and

that

ongoing

deleveraging

will

create

further

equity

value,

but

our

patience

for

this

investment

is

not

unlimited.

The

healthcare

sector

overall

meaningfully

underperformed

the

S&P

500

during

the

Fiscal

Year,

which

provides

context

for

the

performance

of

our

investments

in

Waters

Corp.

(Waters)

and

Laboratory

Corp.

of

America

Holdings

(“Labcorp”).

In

the

case

of

Waters,

the

company

has

historically

generated

a

double-digit

percentage

of

its

revenue

in

China,

whose

life

sciences

market

has

been

under

stress

over

the

past

year

or

so.

There

are

some

indications

of

improvement

in

the

Chinese

market,

and

we

have

been

satisfied

with

the

performance

of

Waters’s

business

otherwise.

In

the

case

of

Labcorp,

it

spun

off

much

of

its

erstwhile

drug

development

segment

in

July

2023,

which

simplifies

the

company,

which

is

now

more

heavily

concentrated

in

the

clinical

lab

industry.

We

are

favorably

disposed

towards

Labcorp’s

core

clinical

lab

business

given

its

steady

volume

growth,

favorable

price/mix

trends,

consolidation

opportunities,

and

capital

generation.

New

&

Exited

Positions

The

table

below

indicates

the

two

new

positions

that

were

initiated

and

the

three

positions

that

were

exited

during

the

Fiscal

Year.

We

discussed

our

new

investments

in

Fortrea

Holdings

and

Rush

Enterprises

in

the

September

2023

Letter.

We

have

been

pleased

with

the

performance

of

both

businesses

since

inception,

and

our

respective

investment

theses

remain

intact.

We

also

discussed

our

exits

from

Advance

Drainage

Systems

and

Teva

Pharmaceuticals

in

the

September

2023

Letter.

Tricon

Residential

is

a

single-family

rental

business

in

which

we

initiated

an

investment

in

the

fiscal

year

ended

March

31,

2022.

In

January

2024,

Tricon

announced

that

it

would

be

acquired

by

entities

affiliated

with

Blackstone

at

a

premium

of

30%

to

its

share

price

at

the

time.

While

we

believe

that

Tricon

would

have

continued

to

grow

its

intrinsic

value

at

attractive

rates

as

an

independent

company,

the

acquisition

announcement

led

to

a

rapid

rise

in

Tricon’s

share

price

and

the

exit

freed

up

capital

to

be

deployed

elsewhere

in

the

portfolio.

New

Positions

Exited

Positions

Fortrea

Holdings

Advanced

Drainage

Systems

Rush

Enterprises

Teva

Pharmaceuticals

Tricon

Residential

Beck

Mack

+

Oliver

Partners

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

March

31,

2024

3

Other

Portfolio

Observations

As

of

the

end

of

the

Fiscal

Year,

the

Partners

Fund

held

25

equity

positions,

with

the

10

largest

positions

representing

57.6%

of

net

assets.

This

compares

to

26

equity

positions,

with

the

10

largest

positions

representing

55.6%

of

net

assets,

as

of

March

31,

2023.

As

of

the

end

of

the

Fiscal

Year,

the

largest

sector

exposures

were

financials

(42.9%

of

net

assets),

healthcare

(15.6%),

and

industrials

(15.6%),

and

cash

represented

approximately

1%

of

net

assets.

As

of

the

end

of

the

Fiscal

Year,

the

Partners

Fund

had

an

estimated

net

capital

loss

carryforward

of

approximately

$10.1

million,

or

approximately

$3.47

per

share.

We

regard

this

carryforward

as

a

potentially

significant

source

a

future

value

for

the

Partners

Fund’s

shareholders,

as

it

may

be

utilized

to

offset

future

realized

capital

gains.

Outlook

&

Conclusion

The

S&P

500

underwent

a

substantial

rally

during

the

latter

half

of

the

Fiscal

Year,

as

the

underlying

economy

and

overall

corporate

earnings

proved

to

be

stronger

and

more

resilient

than

many

had

anticipated

12-18

months

ago.

One

illustration

of

this

strength

is

the

labor

market,

where

there

has

been

steady

growth

in

the

number

of

jobs,

the

unemployment

rate

remains

low,

and

the

number

of

job

openings

continues

to

exceed

the

number

of

unemployed

people.

During

this

period

of

ongoing

economic

expansion,

the

equity

market

has

been

characterized

by

the

outperformance

of

large

stocks

over

small

and

the

outperformance

of

technology

over

other

sectors.

The

three

most

recent

new

investments

in

the

Partners

Fund—Fortrea

Holdings,

Rush

Enterprises,

and

Zurn

Elkay

Water

Solutions—have

had

market

caps

of

between

$3

billion

and

$5

billion

at

inception.

While

the

valuations

of

the

largest

companies

have

generally

expanded,

we

have

identified

more

compelling

opportunities

among

small

and

mid-sized

businesses.

Recently,

what

had

been

a

trend

of

progressively

lower

inflation

has

seemingly

stalled

out,

which

may

indicate

that

interest

rates

will

stay

higher

for

longer.

As

it

relates

to

the

Partners

Fund’s

portfolio,

we

believe

that

our

businesses

by

and

large

can

thrive

in

such

an

environment,

as

many

of

them

enjoy

pricing

power,

have

strong

balance

sheets,

and

allocate

capital

wisely.

Thank

you

for

your

support.

Yours

sincerely,

John

C.

Ellis

Richard

C.

Fitzgerald

Beck

Mack

+

Oliver

Partners

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

March

31,

2024

4

Appendix:

Historical

Performance

Total

returns

for

the

Partners

Fund

and

the

S&P

500

for

the

periods

ended

March

31,

2024,

were

as

follows:

Performance

data

quoted

represent

past

performance

and

are

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

an

investor’s

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

Shares

redeemed

or

exchanged

within

60

days

of

purchase

will

be

charged

a

2.00%

redemption

fee.

As

stated

in

the

current

prospectus,

the

Partners

Fund’s

annual

operating

expense

ratio

(gross)

is

1.68%.

However,

the

Partners

Fund’s

adviser

has

agreed

to

contractually

waive

its

fees

and/or

reimburse

expenses

to

limit

total

operating

expenses

to

1.00%

through

at

least

July

31,

2024;

otherwise

performance

shown

would

have

been

lower.

For

the

most

recent

month-end

performance,

please

call

(800)

943-6786.

Returns

greater

than

one

year

are

annualized.

IMPORTANT

RISKS

AND

DISCLOSURE:

There

is

no

assurance

that

the

Partners

Fund

will

achieve

its

investment

objective.

An

investment

in

the

Partners

Fund

is

subject

to

risk,

including

the

possible

loss

of

principal

amount

invested.

The

risks

associated

with

the

Partners

Fund

include:

equity

and

convertible

securities

risk,

financials

sector

risk,

foreign

securities

risk,

management

risk,

fixed

income

securities

risk,

noninvestment

grade

securities

risk,

liquidity

risk,

non-diversification

risk,

and

business

development

risk.

The

Partners

Fund

may

invest

in

small

and

mid-sized

capitalization

companies,

and

such

companies

may

carry

greater

risk

than

is

customarily

associated

with

larger

companies

for

various

reasons,

such

as

narrower

markets,

limited

financial

resources,

and

less

liquid

stock.

The

Partners

Fund

may

invest

in

large

capitalization

companies,

and

such

companies

may

underperform

other

segments

of

the

market

for

various

reasons,

such

as

lower

responsiveness

to

competitive

challenges

or

opportunities

and

an

inability

to

attain

high

growth

rates

during

periods

of

economic

expansion.

The

S&P

500

Index

is

a

broad-based,

unmanaged

measurement

of

changes

in

stock

market

conditions

based

on

the

average

of

500

widely

held

common

stocks.

The

total

returns

of

the

S&P

500

Index

and

of

the

Partners

Fund

include

the

reinvestment

of

dividends

and

income.

The

total

return

of

the

Partners

Fund

includes

operating

expenses

that

reduce

returns,

while

the

total

return

of

the

S&P

500

Index

does

not

include

expenses.

The

Partners

Fund

is

professionally

managed

while

the

S&P

500

Index

is

unmanaged

and

is

not

available

for

investment.

It

is

not

possible

to

invest

directly

in

an

index.

This

letter

may

contain

discussions

about

certain

investments

both

held

and

not

held

in

the

portfolio.

All

current

and

future

holdings

are

subject

to

risk

and

to

change.

The

views

in

this

report

were

those

of

the

Partners

Fund

managers

as

of

March

31,

2024,

and

may

not

reflect

their

views

on

the

date

this

report

is

first

published

or

any

time

thereafter.

These

views

are

intended

to

assist

shareholders

in

understanding

their

investment

in

the

Partners

Fund

and

do

not

constitute

investment

advice.

On

December

1,

2009,

a

limited

partnership

managed

by

the

adviser

reorganized

into

the

Partners

Fund.

The

predecessor

limited

partnership

maintained

an

investment

objective

and

investment

policies

that

were,

in

all

material

respects,

equivalent

Annualized

Returns

One

Year

Three

Years

Five

Years

Ten

Years

Since

Inception

April

19,

1991

Partners

Fund

+39.48%

+12.95%

+16.78%

+8.00%

+9.42%

S&P

500

+29.88%

+11.49%

+15.05%

+12.96%

+10.45%

Beck

Mack

+

Oliver

Partners

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

March

31,

2024

5

to

those

of

the

Partners

Fund.

The

Partners

Fund’s

performance

for

the

periods

before

December

1,

2009,

is

that

of

the

limited

partnership

and

includes

the

expenses

of

the

limited

partnership,

which

were

lower

than

the

Partners

Fund’s

current

expenses,

except

for

2008

where

the

expenses

of

the

limited

partnership

were

higher.

The

performance

prior

to

December

1,

2009,

is

based

on

calculations

that

are

different

from

the

standardized

method

of

calculations

by

the

SEC.

If

the

limited

partnership’s

performance

had

been

readjusted

to

reflect

the

estimated

expenses

of

the

Partners

Fund

for

its

first

Fiscal

Year,

the

performance

would

have

been

lower.

The

limited

partnership

was

not

registered

under

the

Investment

Company

Act

of

1940

(“1940

Act”)

and

was

not

subject

to

certain

investment

limitations,

diversification

requirements,

and

other

restrictions

imposed

by

the

1940

Act

and

the

Internal

Revenue

Code

of

1986,

which,

if

applicable,

may

have

adversely

affected

its

performance.

Fund

holdings

and/or

sector

allocations

are

subject

to

change

at

any

time

and

should

not

be

considered

a

recommendation

to

buy

or

sell

any

security.

Current

and

future

holdings

are

subject

to

risk.

For

a

complete

list

of

fund

holdings,

please

refer

to

the

Schedule

of

Investments

in

this

report.

Beck

Mack

+

Oliver

Partners

Fund

PERFORMANCE

CHART

AND

ANALYSIS

(Unaudited)

March

31,

2024

6

The

following

chart

reflects

the

change

in

the

value

of

a

hypothetical

$10,000

investment,

including

reinvested

dividends

and

distributions,

in

Beck

Mack

+

Oliver

Partners

Fund

(the

“Fund”)

compared

with

the

performance

of

the

benchmark,

S&P

500®

Index

(the

“S&P

500”),

over

the

past

10

fiscal

years.

The

S&P

500

is

a

broad-based

measurement

of

the

U.S.

stock

market

based

on

the

performance

of

500

widely

held

large

capitalization

common

stocks.

The

total

return

of

the

index

includes

the

reinvestment

of

dividends

and

income.

The

total

return

of

the

Fund

includes

operating

expenses

that

reduce

returns,

while

the

total

return

of

the

index

does

not

include

expenses.

The

Fund

is

professionally

managed,

while

the

index

is

unmanaged

and

is

not

available

for

investment.

Comparison

of

a

$10,000

Investment

Beck

Mack

+

Oliver

Partners

Fund

vs.

S&P

500

Index

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

For

the

most

recent

month-end

performance,

please

call

(800)

943-6786.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratio

(gross)

is

1.68%.

However,

the

Fund’s

adviser has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

acquired

fund

fees

and

expenses

and

extraordinary

expenses)

to

1.00%,

through

at

least

July

31,

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

60

days

of

purchase

will

be

charged

a

2.00%

redemption

fee.

The

performance

table

and

graph

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

Fund

shares.

Returns

greater

than

one

year

are

annualized.

Average

Annual

Total

Returns

Periods

Ended

March

31,

2024

One

Year

Five

Year

Ten

Year

Beck

Mack

+

Oliver

Partners

Fund

39.48%

16.78%

8.00%

S&P

500®

Index

29.88%

15.05%

12.96%

Beck

Mack

+

Oliver

Partners

Fund

PORTFOLIO

PROFILE

(Unaudited)

March

31,

2024

7

PORTFOLIO

HOLDINGS

%

of

Total

Investments

Beck

Mack

+

Oliver

Partners

Fund

SCHEDULE

OF

INVESTMENTS

March

31,

2024

8

See

Notes

to

Financial

Statements.

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

as

of

March

31,

2024. 

The

inputs

or

methodology

used

for

valuing

securities

are

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

For

more

information

on

valuation

inputs,

and

their

aggregation

into

the

levels

used

in

the

table

below,

please

refer

to

the

Security

Valuation

section

in

Note

2

of

the

accompanying

Notes

to

Financial

Statements.

The

Level

1

value

displayed

in

this

table

includes

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

Common

Stock

-

98.8%

Communication

Services

-

7.4%

26,000‌

Alphabet,

Inc.,

Class C 

(a)

$

3,958,760‌

140,000‌

Warner

Bros

Discovery,

Inc. 

(a)

1,222,200‌

5,180,960‌

Consumer

Discretionary

-

3.7%

12,000‌

Hilton

Worldwide

Holdings,

Inc.

2,559,720‌

Energy

-

2.9%

70,000‌

Enterprise

Products

Partners

LP

2,042,600‌

Financials

-

42.9%

51,000‌

Apollo

Global

Management,

Inc.

5,734,950‌

13,000‌

Arthur

J

Gallagher

&

Co.

3,250,520‌

37,000‌

Blackstone,

Inc.,

Class A

4,860,690‌

6,000‌

Credit

Acceptance

Corp. 

(a)

3,309,300‌

12,000‌

Enstar

Group,

Ltd. 

(a)

3,729,120‌

23,000‌

Fiserv,

Inc. 

(a)

3,675,860‌

8,000‌

JPMorgan

Chase

&

Co.

1,602,400‌

2,700‌

Mastercard,

Inc.,

Class A

1,300,239‌

35,000‌

The

Charles

Schwab

Corp.

2,531,900‌

29,994,979‌

Health

Care

-

15.6%

11,000‌

Abbott

Laboratories

1,250,260‌

50,000‌

Fortrea

Holdings,

Inc. 

(a)

2,007,000‌

10,000‌

Laboratory

Corp.

of

America

Holdings

2,184,600‌

80,000‌

RadNet,

Inc. 

(a)

3,892,800‌

4,500‌

Waters

Corp. 

(a)

1,549,035‌

10,883,695‌

Industrials

-

15.6%

48,000‌

Ashtead

Group

PLC

3,474,240‌

12,000‌

Ferguson

PLC

2,621,160‌

40,000‌

Rush

Enterprises,

Inc.,

Class A

2,140,800‌

80,000‌

Zurn

Elkay

Water

Solutions

Corp.

2,677,600‌

10,913,800‌

Information

Technology

-

8.5%

16,000‌

CoStar

Group,

Inc. 

(a)

1,545,600‌

10,500‌

Microsoft

Corp.

4,417,560‌

5,963,160‌

Materials

-

2.2%

4,500‌

The

Sherwin-Williams

Co.

1,562,985‌

Total

Common

Stock

(Cost

$33,705,249)

69,101,899‌

Shares

Security

Description

Value

Money

Market

Fund

-

1.1%

793,786‌

First

American

Government

Obligations

Fund,

Class X,

5.24% 

(b)

(Cost

$793,786)

793,786‌

Shares

Security

Description

Value

Investments,

at

value

-

99.9%

(Cost

$34,499,035)

$

69,895,685‌

Other

Assets

&

Liabilities,

Net

-

0.1%

57,419‌

Net

Assets

-

100.0%

$

69,953,104‌

LP

Limited

Partnership

PLC

Public

Limited

Company

(a)

Non-income

producing

security.

(b)

Dividend

yield

changes

daily

to

reflect

current

market

conditions.

Rate

was

the

quoted

yield

as

of

March

31,

2024.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

69,895,685‌

Level

2

-

Other

Significant

Observable

Inputs

–‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

69,895,685‌

Beck

Mack

+

Oliver

Partners

Fund

STATEMENT

OF

ASSETS

AND

LIABILITIES

March

31,

2024

9

See

Notes

to

Financial

Statements.

*

Shares

redeemed

or

exchanged

within

60

days

of

purchase

are

charged

a

2.00%

redemption

fee.

ASSETS

Investments,

at

value

(Cost

$34,499,035)

$

69,895,685‌

Receivables:

Fund

shares

sold

118,180‌

Dividends

13,522‌

Prepaid

expenses

9,870‌

Total

Assets

70,037,257‌

LIABILITIES

Accrued

Liabilities:

Investment

adviser

fees

31,425‌

Fund

services

fees

15,057‌

Other

expenses

37,671‌

Total

Liabilities

84,153‌

NET

ASSETS

$

69,953,104‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

43,369,076‌

Distributable

Earnings

26,584,028‌

NET

ASSETS

$

69,953,104‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

2,896,837‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE*

$

24.15‌

Beck

Mack

+

Oliver

Partners

Fund

STATEMENT

OF

OPERATIONS

FOR

THE

YEAR

ENDED

MARCH

31,

2024

10

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$3,393)

$

715,834‌

Total

Investment

Income

715,834‌

EXPENSES

Investment

adviser

fees

575,340‌

Fund

services

fees

180,594‌

Custodian

fees

10,185‌

Registration

fees

21,875‌

Professional

fees

47,075‌

Trustees'

fees

and

expenses

7,287‌

Other

expenses

85,683‌

Total

Expenses

928,039‌

Fees

waived

(352,698‌)

Net

Expenses

575,341‌

NET

INVESTMENT

INCOME

140,493‌

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

on:

Investments

843,201‌

Foreign

currency

transactions

99‌

Net

realized

gain

843,300‌

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

18,659,531‌

NET

REALIZED

AND

UNREALIZED

GAIN

19,502,831‌

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

19,643,324‌

Beck

Mack

+

Oliver

Partners

Fund

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

11

See

Notes

to

Financial

Statements.

For

the

Years

Ended

March

31,

2024

2023

OPERATIONS

Net

investment

income

$

140,493‌

$

222,006‌

Net

realized

gain

(loss)

843,300‌

(2,736,783‌)

Net

change

in

unrealized

appreciation

(depreciation)

18,659,531‌

(4,496,538‌)

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

19,643,324‌

(7,011,315‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

(18,051‌)

(17,575‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

3,241,525‌

2,249,501‌

Reinvestment

of

distributions

16,939‌

16,536‌

Redemption

of

shares

(2,894,218‌)

(4,758,998‌)

Redemption

fees

119‌

2,132‌

Increase

(Decrease)

in

Net

Assets

from

Capital

Share

Transactions

364,365‌

(2,490,829‌)

Increase

(Decrease)

in

Net

Assets

19,989,638‌

(9,519,719‌)

NET

ASSETS

Beginning

of

Year

49,963,466‌

59,483,185‌

End

of

Year

$

69,953,104‌

$

49,963,466‌

SHARE

TRANSACTIONS

Sale

of

shares

155,197‌

129,698‌

Reinvestment

of

distributions

775‌

1,000‌

Redemption

of

shares

(143,945‌)

(268,263‌)

Increase

(Decrease)

in

Shares

12,027‌

(137,565‌)

Beck

Mack

+

Oliver

Partners

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

March

31,

2024

2023

2022

2021

2020

NET

ASSET

VALUE,

Beginning

of

Year

$

17.32‌

$

19.68‌

$

16.77‌

$

9.27‌

$

11.24‌

INVESTMENT

OPERATIONS

Net

investment

income

(a)

0.05‌

0.08‌

0.06‌

0.10‌

0.12‌

Net

realized

and

unrealized

gain

(loss)

6.79‌

(2.43‌)

2.84‌

7.48‌

(2.03‌)

Total

from

Investment

Operations

6.84‌

(2.35‌)

2.90‌

7.58‌

(1.91‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.01‌)

(0.01‌)

–‌

(0.08‌)

(0.06‌)

Total

Distributions

to

Shareholders

(0.01‌)

(0.01‌)

–‌

(0.08‌)

(0.06‌)

REDEMPTION

FEES(a)

0.00‌(b)

0.00‌(b)

0.01‌

0.00‌(b)

0.00‌(b)

NET

ASSET

VALUE,

End

of

Year

$

24.15‌

$

17.32‌

$

19.68‌

$

16.77‌

$

9.27‌

TOTAL

RETURN

39.48‌%

(11.96‌)%

17.35‌%

81.97‌%

(17.17‌)%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000s

omitted)

$

69,953‌

$

49,963‌

$

59,483‌

$

47,464‌

$

27,161‌

Ratios

to

Average

Net

Assets:

Net

investment

income

0.24‌%

0.44‌%

0.30‌%

0.82‌%

1.01‌%

Net

expenses

1.00‌%

1.00‌%

1.00‌%

1.00‌%

1.00‌%

Gross

expenses

(c)

1.61‌%

1.68‌%

1.58‌%

1.86‌%

1.80‌%

PORTFOLIO

TURNOVER

RATE

9‌%

11‌%

15‌%

18‌%

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.

Beck

Mack

+

Oliver

Partners

Fund

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2024

13

Note

1.

Organization

The

Beck

Mack

+

Oliver

Partners

Fund

(the

“Fund”)

is

a

non-diversified

portfolio

of

Forum

Funds

(the

“Trust”).

The

Trust

is

a

Delaware

statutory

trust

that

is

registered

as

an

open-end,

management

investment

company

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“Act”).

Under

its

Trust

Instrument,

the

Trust

is

authorized

to

issue

an

unlimited

number

of

the

Fund’s

shares

of

beneficial

interest

without

par

value.

The

Fund

commenced

operations

on

December

1,

2009,

after

it

acquired

the

net

assets

of

BMO

Partners

Fund,

L.P.

(the

“Partnership”),

in

exchange

for

Fund

shares.

The

Partnership

commenced

operations

in

1991.

The

Fund

seeks

long-term

capital

appreciation

with

the

preservation

of

capital.

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.

Debt

securities

may

be

valued

at

prices

supplied

by

a

fund’s

pricing

agent

based

on

broker

or

dealer

supplied

valuations

or

matrix

pricing,

a

method

of

valuing

securities

by

reference

to

the

value

of

other

securities

with

similar

characteristics

such

as

rating,

interest

rate

and

maturity.

Shares

of

non-exchange

traded

open-end

mutual

funds

are

valued

at

net

asset

value

(“NAV”).

Short-term

investments

that

mature

in

sixty

days

or

less

may

be

valued

at

amortized

cost.

Pursuant

to

Rule

2a-5

under

the

Investment

Company

Act,

the

Trust’s

Board

of

Trustees

(the

“Board”)

has

designated

the

Adviser,

as

defined

in

Note

3,

as

the

Fund’s

valuation

designee

to

perform

any

fair

value

determinations

for

securities

and

other

assets

held

by

the

Fund.

The

Adviser

is

subject

to

the

oversight

of

the

Board

and

certain

reporting

and

other

requirements

intended

to

provide

the

Board

the

information

needed

to

oversee

the

Adviser’s

fair

value

determinations.

The

Adviser

is

responsible

for

determining

the

fair

value

of

investments

for

which

market

quotations

are

not

readily

available

in

accordance

with

policies

and

procedures

that

have

been

approved

by

the

Board.

Under

these

procedures,

the

Adviser

convenes

on

a

regular

and

ad

hoc

basis

to

review

such

investments

and

considers

a

number

of

factors,

including

valuation

methodologies

and

significant

unobservable

inputs,

when

arriving

at

fair

value.

The

Board

has

approved

the

Adviser’s

fair

valuation

procedures

as

a

part

of

the

Fund’s

compliance

program

and

will

review

any

changes

made

to

the

procedures.

The

Adviser

provides

fair

valuation

inputs.

In

determining

fair

valuations,

inputs

may

include

market-based

analytics

that

may

consider

related

or

comparable

assets

or

liabilities,

recent

transactions,

market

multiples,

book

values

and

other

relevant

investment

information.

Adviser

inputs

may

include

an

income-based

approach

in

which

the

anticipated

future

cash

flows

of

the

investment

are

discounted

in

determining

fair

value.

Discounts

may

also

be

applied

based

on

the

nature

or

duration

of

any

restrictions

on

the

disposition

of

the

investments.

The

Adviser

performs

regular

reviews

of

valuation

methodologies,

key

inputs

and

assumptions,

disposition

analysis

and

market

activity.

Beck

Mack

+

Oliver

Partners

Fund

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2024

14

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

March

31,

2024,

for

the

Fund’s

investments

is

included

at

the

end

of

the

Fund’s

Schedule

of

Investments.

Security

Transactions,

Investment

Income

and

Realized

Gain

and

Loss

–

Investment

transactions

are

accounted

for

on

the

trade

date.

Dividend

income

is

recorded

on

the

ex-dividend

date.

Foreign

dividend

income

is

recorded

on

the

ex-

dividend

date

or

as

soon

as

possible

after

determining

the

existence

of

a

dividend

declaration

after

exercising

reasonable

due

diligence.

Income

and

capital

gains

on

some

foreign

securities

may

be

subject

to

foreign

withholding

taxes,

which

are

accrued

as

applicable.

Interest

income

is

recorded

on

an

accrual

basis.

Premium

is

amortized

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

Beck

Mack

+

Oliver

Partners

Fund

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2024

15

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

March

31,

2024,

there

are

no

uncertain

tax

positions

that

would

require

financial

statement

recognition,

de-recognition

or

disclosure.

Income

and

Expense

Allocation

–

The

Trust

accounts

separately

for

the

assets,

liabilities

and

operations

of

each

of

its

investment

portfolios.

Expenses

that

are

directly

attributable

to

more

than

one

investment

portfolio

are

allocated

among

the

respective

investment

portfolios

in

an

equitable

manner.

Redemption

Fees

–

A

shareholder

who

redeems

or

exchanges

shares

within

60

days

of

purchase

will

incur

a

redemption

fee

of

2.00%

of

the

current

NAV

of

shares

redeemed

or

exchanged,

subject

to

certain

limitations.

The

fee

is

charged

for

the

benefit

of

the

remaining

shareholders

and

will

be

paid

to

the

Fund

to

help

offset

transaction

costs.

The

fee

is

accounted

for

as

an

addition

to

paid-in

capital.

The

Fund

reserves

the

right

to

modify

the

terms

of

or

terminate

the

fee

at

any

time.

There

are

limited

exceptions

to

the

imposition

of

the

redemption

fee.

Redemption

fees

incurred

for

the

Fund,

if

any,

are

reflected

on

the

Statements

of

Changes

in

Net

Assets.

Commitments

and

Contingencies

–

In

the

normal

course

of

business,

the

Fund

enters

into

contracts

that

provide

general

indemnifications

by

the

Fund

to

the

counterparty

to

the

contract.

The

Fund’s

maximum

exposure

under

these

arrangements

is

dependent

on

future

claims

that

may

be

made

against

the

Fund

and,

therefore,

cannot

be

estimated;

however,

based

on

experience,

the

risk

of

loss

from

such

claims

is

considered

remote.

The

Fund

has

determined

that

none

of

these

arrangements

requires

disclosure

on

the

Fund’s

statement

of

assets

and

liabilities.

Note

3.

Fees

and

Expenses

Investment

Adviser

–

Beck

Mack

+

Oliver

LLC

(the

“Adviser”)

is

the

investment

adviser

to

the

Fund.

Pursuant

to

an

investment

advisory

agreement,

the

Adviser

receives

an

advisory

fee,

payable

monthly,

from

the

Fund

at

an

annual

rate

of

1.00%

of

the

Fund’s

average

daily

net

assets.

Distribution

–

Foreside

Fund

Services,

LLC,

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

Beck

Mack

+

Oliver

Partners

Fund

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2024

16

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

Adviser

 has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

acquired

fund

fees

and

expenses

and

extraordinary

expenses

)

to

1.00%

,

through

at

least

at

least

July

31,

2024.

During

the

year

ended

March

31,

2024,

fees

waived

were

$352,698. 

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

March

31,

2024

were

$5,185,540

and

$5,252,046,

respectively.

Note

6.

Federal

Income

Tax

As

of

March

31,

2024,

the

cost

of

investments

for

federal

income

tax

purposes

is

$33,221,816 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

March

31,

2024,

distributable

earnings

(accumulated

loss)

on

a

tax

basis

were

as

follows:

Gross

Unrealized

Appreciation

$

38,662,571‌

Gross

Unrealized

Depreciation

(1,988,702‌)

Net

Unrealized

Appreciation

$

36,673,869‌

Ordinary

Income

2024

$

18,051‌

2023

17,575‌

Capital

and

Other

Losses

$

(10,089,841‌)

Net

Unrealized

Appreciation

36,673,869‌

Total

$

26,584,028‌

Beck

Mack

+

Oliver

Partners

Fund

NOTES

TO

FINANCIAL

STATEMENTS

March

31,

2024

17

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

partnerships,

wash

sales

and

return

of

capital

on

equity

securities.

For

tax

purposes,

the

prior

year

late

year

ordinary

loss

was

$33,561

(realized

during

the

period

January

1,

2024

through

March

31,

2024).

This

loss

was

recognized

for

tax

purposes

on

the

first

business

day

of

the

Fund’s

current

fiscal

year,

April

1,

2024.

As

of

March

31,

2024,

the

Fund

had

$4,762,887

of

available

short-term

capital

loss

carryforwards

and

$5,293,393

of

available

long-term

capital

loss

carryforwards

that

have

no

expiration

date.

On

the

Statement

of

Assets

and

Liabilities,

as

a

result

of

permanent

book

to

tax

differences,

certain

amounts

have

been

reclassified

for

the

year

ended

March

31,

2024

.

The

following

reclassification

was

the

result

of

net

operating

losses

and

investments

in

partnerships

and

has

no

impact

on

the

net

assets

of

the

Fund.

Note

7.

Financials

Sector

Risk

The

Fund

invests

a

significant

portion

of

its

assets

in

the

financials

sector.

Performance

of

companies

in

the

financials

sector

may

be

adversely

impacted

by

many

factors,

including,

among

others,

government

regulations,

economic

conditions,

credit

rating

downgrades,

changes

in

interest

rates,

and

decreased

liquidity

in

credit

markets.

The

impact

of

more

stringent

capital

requirements,

recent

or

future

regulation

of

any

individual

financial

company,

or

recent

or

future

regulation

of

the

financials

sector

as

a

whole

cannot

be

predicted.

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.

Distributable

Earnings

$

36,081‌

Paid-in-Capital

(36,081‌)

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

18

To

the

Shareholders

of

Beck

Mack

+

Oliver

Partners

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

Beck

Mack

+

Oliver

Partners

Fund

(the

“Fund”),

a

series

of

Forum

Funds,

as

of

March

31,

2024,

the

related

statement

of

operations

for

the

year

then

ended,

the

statements

of

changes

in

net

assets

and

financial

highlights

for

each

of

the

two

years

in

the

period

then

ended,

and

the

related

notes

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

as

of

March

31,

2024,

the

results

of

its

operations

for

the

year

then

ended,

and

the

changes

in

net

assets

and

financial

highlights

for

each

of

the

two

years

in

the

period

then

ended,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

The

Fund’s

financial

highlights

for

the

years

ended

March

31,

2022,

and

prior,

were

audited

by

other

auditors

whose

report

dated

May

25,

2022,

expressed

an

unqualified

opinion

on

those

financial

highlights.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund’s

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audits

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement

whether

due

to

error

or

fraud.

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

March

31,

2024,

by

correspondence

with

the

custodian.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

We

have

served

as

the

Fund’s

auditor

since

2023.

Cohen

&

Company,

Ltd.

We

have

served

as

the

auditor

of

one

or

more

of

the

Funds

in

the

Forum

Funds

since

2023.

Philadelphia,

Pennsylvania

May

28,

2024

Beck

Mack

+

Oliver

Partners

Fund

ADDITIONAL

INFORMATION

(Unaudited)

March

31,

2024

19

Investment

Advisory

Agreement

Approval

At

the

March

14,

2024

Board

meeting,

the

Board,

including

the

Independent

Trustees,

considered

the

approval

of

the

continuance

of

the

investment

advisory

agreement

between

the

Adviser

and

the

Trust

pertaining

to

the

Fund

(the

“Advisory

Agreement”).

In

preparation

for

its

deliberations,

the

Board

requested

and

reviewed

written

responses

from

the

Adviser

to

a

due

diligence

questionnaire

circulated

on

the

Board’s

behalf

concerning

the

services

provided

by

the

Adviser.

The

Board

also

discussed

the

materials

with

Fund

counsel

and,

as

necessary,

with

the

Trust’s

administrator.

During

its

deliberations,

the

Board

received

an

oral

presentation

from

the

Adviser,

and

was

advised

by

independent

Trustee

counsel.

At

the

meeting,

the

Board

reviewed,

among

other

matters:

(1)

the

nature,

extent

and

quality

of

the

services

provided

to

the

Fund

by

the

Adviser,

including

information

on

the

investment

performance

of

the

Fund

and

Adviser;

(2)

the

costs

of

the

services

provided

and

profitability

to

the

Adviser

of

its

relationship

with

the

Fund;

(3)

the

advisory

fee

and

total

expense

ratio

of

the

Fund

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

fees

enable

the

Fund’s

investors

to

share

in

the

benefits

of

economies

of

scale;

and

(5)

other

benefits

received

by

the

Adviser

from

its

relationship

with

the

Fund.

In

addition,

the

Board

recognized

that

the

evaluation

process

with

respect

to

the

Adviser

was

an

ongoing

one

and,

in

this

regard,

the

Board

considered

information

provided

by

the

Adviser

at

regularly

scheduled

meetings

during

the

past

year.

Nature,

Extent

and

Quality

of

Services

Based

on

written

materials

received,

a

presentation

from

representatives

of

the

Adviser,

and

a

discussion

with

the

Adviser

regarding

the

Adviser’s

personnel,

operations

and

financial

condition,

the

Board

considered

the

quality

of

services

provided

by

the

Adviser

under

the

Advisory

Agreement.

In

this

regard,

the

Board

considered

information

regarding

the

experience,

qualifications

and

professional

background

of

the

portfolio

managers

at

the

Adviser

who

had

historically

had

and,

separately,

who

going

forward

would

have,

principal

responsibility

for

the

Fund’s

investments.

The

Board

also

considered

the

investment

philosophy

and

decision-making

processes

of

the

Adviser

and

the

capability

and

integrity

of

the

Adviser’s

senior

management

and

staff.

The

Board

considered

also

the

adequacy

of

the

Adviser’s

resources.

The

Board

noted

the

Adviser’s

representations

that

the

firm

is

in

stable

financial

condition,

that

the

firm

is

able

to

meet

its

expense

reimbursement

obligations

to

the

Fund,

and

that

the

Adviser

has

the

operational

capability

and

the

necessary

staffing

and

experience

to

continue

providing

high-

quality

investment

advisory

services

to

the

Fund.

Based

on

the

presentation

and

the

materials

provided

by

the

Adviser

in

connection

with

the

Board’s

consideration

of

the

renewal

of

the

Advisory

Agreement,

among

other

relevant

factors,

the

Board

concluded

that,

overall,

it

was

satisfied

with

the

nature,

extent,

and

quality

of

services

provided

to

the

Fund

under

the

Advisory

Agreement.

Performance

In

connection

with

a

presentation

by

the

Adviser

regarding

its

approach

to

managing

the

Fund,

the

Board

reviewed

the

performance

of

the

Fund

compared

to

its

primary

benchmark

index.

The

Board

observed

that

the

Fund

outperformed

the

S&P

500

Index,

the

Fund’s

primary

benchmark

index,

for

the

one-,

three-,

and

five-year

periods

ended

December

31,

2023,

and

underperformed

the

primary

benchmark

index

for

the

10-year

period

ended

December

31,

2023,

and

for

the

period

since

the

Partners

Fund’s

inception

on

April

19,

1991.

The

Board

also

considered

the

Fund’s

performance

relative

to

an

Beck

Mack

+

Oliver

Partners

Fund

ADDITIONAL

INFORMATION

(Unaudited)

March

31,

2024

20

independent

peer

group

identified

by

Strategic

Insight,

Inc.

(“Strategic

Insight

Peers”)

as

having

characteristics

similar

to

those

of

the

Fund.

The

Board

observed

that

the

Fund

outperformed

the

average

of

its

Strategic

Insight

Peers

for

the

one-,

three-,

and

five-year

periods

ended

December

31,

2023,

and

underperformed

the

average

of

its

Strategic

Insight

Peers

for

the

10-year

period

ended

December

31,

2023.

Noting

the

Adviser’s

representation

that

the

Strategic

Insight

Peers

were

not

the

most

apt

comparison

for

the

Fund,

the

Board

also

considered

the

performance

of

the

Fund

as

compared

to

a

group

of

mutual

funds

identified

by

the

Adviser

as

being

more

representative

of

the

Fund’s

investment

strategy

than

the

Strategic

Insight

Peers

(the

“Adviser

Peers”).

The

Board

observed

that

the

Fund

outperformed

the

average

and

median

of

the

Adviser

Peers

for

the

one-,

three-,

and

five-year

period

ended

December

31,

2023.

The

Board

considered

the

Adviser’s

representation

that

the

Fund’s

outperformance

over

recent

periods

relative

to

the

benchmark

index

could

be

attributed,

in

part,

to

stock

selection.

The

Board

considered

the

Adviser’s

representation

that

Fund’s

relative

underperformance

over

the

10-year

period

was

partially

a

function

of

the

Fund’s

underperformance

during

the

fourth

quarter

of

calendar

year

2018,

which

had

a

disproportionate

effect

on

the

Fund’s

longer-term

performance,

as

well

as

the

Fund’s

underperformance

during

2014

and

2015.

In

consideration

of

the

Adviser’s

investment

style

and

the

foregoing

performance

information,

among

other

considerations,

the

Board

determined

that

the

Fund

and

its

shareholders

could

benefit

from

the

Adviser’s

continued

management

of

the

Fund.

Compensation

The

Board

evaluated

the

Adviser’s

compensation

for

providing

advisory

services

to

the

Fund

and

analyzed

comparative

information

on

net

advisory

fee

rates

and

net

expense

ratios

in

the

Fund’s

Strategic

Insight

Peers.

The

Board

observed

that

the

Adviser’s

net

advisory

fee

rate

and

net

total

expense

ratio

were

each

in

line

with

the

median

of

the

Strategic

Insight

Peer

group.

The

Board

also

noted

the

Adviser’s

representation

that

the

contractual

advisory

fee

rate

charged

to

the

Fund

was

consistent

with

the

fee

charged

by

the

Adviser

to

its

separately

managed

accounts

with

comparable

investment

strategies

and

levels

of

assets

under

management.

Based

on

the

foregoing,

among

other

relevant

factors,

the

Board

concluded

that

the

Adviser’s

advisory

fee

rate

charged

to

the

Fund

was

reasonable.

Costs

of

Services

and

Profitability

The

Board

considered

information

provided

by

the

Adviser

regarding

its

costs

of

services

and

its

profitability

with

respect

to

the

Fund.

In

this

regard,

the

Board

considered

the

Adviser’s

resources

devoted

to

the

Fund,

as

well

as

the

Adviser’s

discussion

of

the

costs

and

profitability

of

its

mutual

fund

activities.

The

Board

considered

also

the

Adviser’s

representation

that

the

Adviser

does

not

conduct

a

formal,

comprehensive

cost

allocation

with

respect

to

its

mutual

fund

activities

and

separately

managed

accounts

but

that

the

Adviser

believed

that

the

Fund

was

comparatively

less

profitable

than

the

Adviser’s

separately

managed

accounts

as

a

result

of

the

low

level

of

the

Fund’s

assets,

costs

incurred

in

connection

with

regulatory

compliance

applicable

to

registered

investment

companies,

and

the

expense

cap

currently

in

place.

Based

on

these

and

other

applicable

considerations,

the

Board

concluded

that

the

Adviser’s

profits

attributable

to

the

management

of

the

Fund

were

reasonable.

Beck

Mack

+

Oliver

Partners

Fund

ADDITIONAL

INFORMATION

(Unaudited)

March

31,

2024

21

Economies

of

Scale

The

Board

considered

whether

the

Fund

would

benefit

from

any

economies

of

scale.

In

this

regard,

the

Board

considered

the

Fund’s

fee

structure,

asset

size,

and

expense

cap

arrangements.

The

Board

noted

the

Adviser’s

representation

that

the

Fund

could

potentially

benefit

from

economies

of

scale

at

higher

asset

levels

but

that,

in

light

of

the

Fund’s

current

asset

levels

and

because

the

Adviser

was

already

waiving

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

information

and

other

applicable

considerations,

the

Board

concluded

that

the

asset

level

of

the

Fund

was

not

consistent

with

the

existence

of

economies

of

scale

and

that

the

advisory

fee

remained

reasonable

in

light

of

the

current

information

provided

to

the

Board

with

respect

to

economies

of

scale.

Other

Benefits

The

Board

noted

the

Adviser’s

representation

that,

other

than

its

contractual

advisory

fees

and

the

soft

dollar

benefits

accrued

from

Fund

brokerage

commissions,

the

Adviser

does

not

benefit

in

a

material

way

from

its

relationship

with

the

Fund.

Based

on

the

foregoing

representation,

the

Board

concluded

that

other

benefits

received

by

the

Adviser

from

its

relationship

with

the

Fund

were

not

a

material

factor

to

consider

in

approving

the

continuation

of

the

Advisory

Agreement.

Conclusion

The

Board

did

not

identify

any

single

factor

as

being

of

paramount

importance,

and

different

Trustees

may

have

given

different

weight

to

different

factors.

The

Board

reviewed

a

memorandum

from

Fund

Counsel

discussing

the

legal

standards

applicable

to

its

consideration

of

the

Advisory

Agreement.

Based

on

its

review,

including

consideration

of

each

of

the

factors

referenced

above,

the

Board

determined,

in

the

exercise

of

its

reasonable

business

judgment,

that

the

contractual

fee

under

the

Advisory

Agreement

was

fair

and

reasonable

in

light

of

the

services

performed

or

to

be

performed,

expenses

incurred

or

to

be

incurred

and

such

other

matters

as

the

Board

considered

relevant.

Proxy

Voting

Information

A

description

of

the

policies

and

procedures

that

the

Fund

uses

to

determine

how

to

vote

proxies

relating

to

securities

held

in

the

Fund’s

portfolio

is

available,

without

charge

and

upon

request,

by

calling

(800)

943-6786

and

on

the

U.S.

Securities

and

Exchange

Commission's

("SEC")

website

at

www.sec.gov.

The

Fund’s

proxy

voting

record

for

the

most

recent

twelve-

month

period

ended

June

30

is

available,

without

charge

and

upon

request,

by

calling

(800)

943-6786

and

on

the

SEC’s

website

at

www.sec.gov.

Availability

of

Quarterly

Portfolio

Schedules

The

Fund

files

its

complete

schedule

of

portfolio

holdings

with

the

SEC

for

the

first

and

third

quarters

of

each

fiscal

year

on

Form

N-PORT.

Forms

N-PORT

are

available

free

of

charge

on

the

SEC’s

website

at

www.sec.gov.

Beck

Mack

+

Oliver

Partners

Fund

ADDITIONAL

INFORMATION

(Unaudited)

March

31,

2024

22

Federal

Tax

Status

of

Dividends

Declared

during

the

Fiscal

Year

The

Fund

designates

99.96

%

of

its

income

dividend

distributed

as

qualifying

for

the

corporate

dividends-received

deduction

(DRD)

and

99.96

%

for

the

qualified

dividend

rate

(QDI)

as

defined

in

Section

1(h)(11)

of

the

Internal

Revenue

Code.

Shareholder

Expense

Example

As

a

shareholder

of

the

Fund,

you

incur

two

types

of

costs:

(1)

transaction

costs,

including

redemption

fees

and

exchange

fees,

and

(2)

ongoing

costs,

including

management

fees

and

other

Fund

expenses.

This

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

Fund,

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

The

example

is

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

for

the

entire

period

from

October

1,

2023

through

March

31,

2024.

Actual

Expenses

–

The

first

line

of

the

table

below

provides

information

about

actual

account

values

and

actual

expenses.

You

may

use

the

information

in

this

line,

together

with

the

amount

you

invested,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

in

the

first

line

under

the

heading

entitled

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

the

period.

Hypothetical

Example

for

Comparison

Purposes

–

The

second

line

of

the

table

below

provides

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

You

may

use

this

information

to

compare

the

ongoing

costs

of

investing

in

the

Fund

and

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

the

expenses

shown

in

the

table

are

meant

to

highlight

your

ongoing

costs

only

and

do

not

reflect

any

transactional

costs,

such

as

redemption

fees

and

exchange

fees.

Therefore,

the

second

line

of

the

table

is

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

Beginning

Account

Value

October

1,

2023

Ending

Account

Value

March

31,

2024

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Actual

$

1,000.00

$

1,262.78

$

5.66

1.00%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,020.00

$

5.05

1.00%

*

Expenses

are

equal

to

the

Fund’s

annualized

expense

ratio

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half-year

(183)

divided

by

366

to

reflect

the

half-year

period.

Beck

Mack

+

Oliver

Partners

Fund

ADDITIONAL

INFORMATION

(Unaudited)

March

31,

2024

23

Trustees

and

Officers

of

the

Trust

The

Board

is

responsible

for

oversight

of

the

management

of

the

Trust’s

business

affairs

and

of

the

exercise

of

all

the

Trust’s

powers

except

those

reserved

for

the

shareholders.

The

following

table

provides

information

about

each

Trustee

and

certain

officers

of

the

Trust.

Each

Trustee

and

officer

holds

office

until

the

person

resigns,

is

removed

or

is

replaced.

Unless

otherwise

noted,

the

persons

have

held

their

principal

occupations

for

more

than

five

years.

The

address

for

all

Trustees

and

officers

is

Three

Canal

Plaza,

Suite

600,

Portland,

Maine

04101.

The

Fund’s

Statement

of

Additional

Information

includes

additional

information

about

the

Trustees

and

is

available,

without

charge

and

upon

request,

by

calling

(800)

943-6786.

(1)

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;

Chairman

of

the

Audit

Committee

Since

2018

Independent

consultant

providing

interim

CFO

services,

principally

to

non-profit

organizations,

2011-2017,

and

since

2023;

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

Beck

Mack

+

Oliver

Partners

Fund

ADDITIONAL

INFORMATION

(Unaudited)

March

31,

2024

24

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.

FOR

MORE

INFORMATION

Investment

Adviser

Beck

Mack

+

Oliver

LLC

565

Fifth

Ave,

19th

Floor

New

York,

NY

10017

www.beckmack.com

Transfer

Agent

Apex

Fund

Services,

LLC

P.O.

Box

588

Portland,

ME

04112

www.apexgroup.com

Distributor

Foreside

Fund

Services,

LLC

Three

Canal

Plaza,

Suite

100

Portland,

ME

04101

www.acaglobal.com

Beck

Mack

+

Oliver

Partners

Fund

P.O.

Box

588

Portland,

ME

04112

(800)

943-6786

www.beckmack.com

This

report

is

submitted

for

the

general

information

of

the

shareholders

of

the

Fund.

It

is

not

authorized

for

distribution

to

prospective

investors

unless

preceded

or

accompanied

by

an

effective

prospectus,

which

includes

information

regarding

the

Fund’s

risks,

objectives,

fees

and

expenses,

experience

of

its

management,

and

other

information.

229-ANR-0324

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 $27,600 in 2023 and $28,400 in 2024.

(b) Audit-Related Fees – The aggregate fees billed in the Reporting Periods for assurance and related services rendered by the principal accountant that were reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this Item 4 were $0 in 2023 and $0 in 2024. 

(c) Tax Fees - The aggregate fees billed in the Reporting Periods for professional services rendered by the principal accountant to the Registrant for tax compliance, tax advice and tax planning were $6,200 in 2023 and $6,400 in 2024. These services consisted of review or preparation of U.S. federal, state, local and excise tax returns.

(d) All Other Fees - The aggregate fees billed in the Reporting Periods for products and services provided by the principal accountant to the Registrant, other than the services reported in paragraphs (a) through (c) of this Item, were $0 in 2023 and $0 in 2024.

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

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

(f) Not applicable

(g) The aggregate non-audit fees billed by the principal accountant for services rendered to the Registrant for the Reporting Periods were $0 in 2023 and $0 in 2024. There were no fees billed in either of the Reporting Periods for non-audit services rendered by the principal accountant to the Registrant’s investment adviser or any Affiliate.

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

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:	June 4, 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:	June 4, 2024

By:	/s/ Karen Shaw
	Karen Shaw, Principal Financial Officer
Date:	June 4, 2024