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 June 30

Date of reporting period: July 1, 2023 – June 30, 2024

ITEM 1. REPORT TO SHAREHOLDERS.

(a)           A copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Investment Company Act, as amended (“Act”), is attached hereto.

DF Dent Premier Growth Fund

DFDPX

Annual Shareholder Report - June 30, 2024

Fund Overview

This annual shareholder report contains important information about the DF Dent Premier Growth Fund for the period of July 1, 2023, to June 30, 2024. You can find additional information about the Fund at https://dfdent.com/literature/. You can also request this information by contacting us at (866) 233-3368.

What were the Fund's costs for the last year? 

(based on a hypothetical $10,000 investment)

Fund Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
DF Dent Premier Growth Fund	$107	0.99%

How did the Fund perform in the last year? 

During the period from July 2023 to June 2024, the DF Dent Premier Growth Fund underperformed its benchmark, the S&P 500. This underperformance was influenced by both sector allocation and stock selection. Notably, the Consumer Discretionary sector contributed positively to the portfolio's performance while the Health Care sector and Information Technology sector detracted significantly from performance.

The Fund experienced fluctuating performance relative to the S&P 500, starting with a decline in the third quarter of 2023, followed by a gain in the fourth quarter of 2023, and then facing consecutive declines in the first and second quarters of 2024. Initially, the underperformance in the third quarter of 2023 was driven by negative stock selection and sector allocation effects, but the Fund rebounded in the fourth quarter with positive contributions from both stock selection and sector allocation. However, this recovery was short-lived as both stock selection and sector allocation continued to detract from performance in 2024.

The Communication Services sector and Information Technology sector were the largest contributors to the benchmark’s return. In the Fund, the Communication Services sector underperformed driven by a negative sector allocation impact partially offset by positive stock selection in the sector. Similarly, the Information Technology sector also underperformed in the portfolio, where both sector allocation and stock selection negatively impacted the performance. Despite all sectors contributing positively to the benchmark's performance, Real Estate and Utilities were the relative laggards.

Top Contributors

• 

  Amazon.com, Inc.

• 

  TransDigm Group, Inc.

• 

  Guidewire Software, Inc.

• 

  Alphabet, Inc., Class C

• 

  Microsoft Corp.

Top Detractors

• 

  Dollar General Corp.

• 

  Illumina, Inc. 

• 

  Bio-Techne Corp.

• 

  SiteOne Landscape Supply, Inc.

• 

  CoStar Group, Inc.

Total Return Based on a $10,000 Investment 

Date	DF Dent Premier Growth Fund	S&P 500® Index
6/30/14	$10,000	$10,000
9/30/14	$9,840	$10,113
12/31/14	$10,527	$10,612
3/31/15	$10,604	$10,712
6/30/15	$10,822	$10,742
9/30/15	$10,218	$10,051
12/31/15	$10,689	$10,758
3/31/16	$10,442	$10,903
6/30/16	$10,598	$11,171
9/30/16	$11,184	$11,602
12/31/16	$10,949	$12,045
3/31/17	$11,787	$12,776
6/30/17	$12,784	$13,170
9/30/17	$13,595	$13,760
12/31/17	$14,435	$14,675
3/31/18	$15,270	$14,563
6/30/18	$15,976	$15,064
9/30/18	$17,284	$16,225
12/31/18	$14,703	$14,031
3/31/19	$17,621	$15,946
6/30/19	$19,354	$16,633
9/30/19	$19,592	$16,915
12/31/19	$21,011	$18,449
3/31/20	$17,809	$14,834
6/30/20	$22,609	$17,881
9/30/20	$24,096	$19,478
12/31/20	$26,962	$21,844
3/31/21	$26,861	$23,193
6/30/21	$29,609	$25,175
9/30/21	$29,799	$25,322
12/31/21	$31,579	$28,114
3/31/22	$28,174	$26,821
6/30/22	$22,785	$22,503
9/30/22	$21,364	$21,404
12/31/22	$22,721	$23,023
3/31/23	$24,462	$24,749
6/30/23	$26,267	$26,912
9/30/23	$24,872	$26,031
12/31/23	$28,269	$29,075
3/31/24	$30,919	$32,144
6/30/24	$30,436	$33,521

The above chart represents historical performance of a hypothetical $10,000 investment over the past 10 years.     

Average Annual Total Returns 

	One Year	Five Year	Ten Year
DF Dent Premier Growth Fund	15.87%	9.48%	11.77%
S&P 500® Index	24.56%	15.05%	12.86%

The Fund’s past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

Fund Statistics

Total Net Assets	$231,393,659
# of Portfolio Holdings	42
Portfolio Turnover Rate	19%
Investment Advisory Fees (Net of fees waived)	$1,983,017

Top Ten Holdings 

(% of investments)*

Amazon.com, Inc.	5.31%
Alphabet, Inc., Class C	4.46%
Mastercard, Inc., Class A	4.26%
Microsoft Corp.	4.19%
Visa, Inc., Class A	4.19%
S&P Global, Inc.	4.00%
HEICO Corp., Class A	3.89%
Danaher Corp.	3.47%
TransDigm Group, Inc.	3.40%
Guidewire Software, Inc.	3.35%

* excluding cash equivalents

Sector Weightings

(% total investments)*

Value	Value
Industrials	20.8%
Information Technology	19.9%
Health Care	18.6%
Financials	18.5%
Materials	6.9%
Consumer Discretionary	6.2%
Real Estate	4.6%
Communication Services	4.5%

* excluding cash equivalents

Where can I find additional information about the fund?

The Fund is distributed by Foreside Fund Services, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (dba ACA Group). Additional information is available by scanning the QR code or at https://dfdent.com/literature/, including its:

• prospectus

• financial information

• holdings

• proxy information

DF Dent Premier Growth Fund

DFDPX

Annual Shareholder Report - June 30, 2024

221A-DFDPX-24

DF Dent Midcap Growth Fund

DFDMX

:  Investor Shares

Annual Shareholder Report - June 30, 2024

Fund Overview

This annual shareholder report contains important information about the DF Dent Midcap Growth Fund for the period of July 1, 2023, to June 30, 2024. You can find additional information about the Fund at https://dfdent.com/literature/. You can also request this information by contacting us at (866) 233-3368.

What were the Fund's costs for the last year? 

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Investor Shares	$92	0.88%

How did the Fund perform in the last year? 

During the period from July 2023 to June 2024, the DF Dent Midcap Growth Fund underperformed both of its benchmarks, the Russell 2500 Index and the Russell Midcap Growth Index.

The underperformance relative to the Russell 2500 Index was primarily driven by a negative sector allocation effect and to a lesser extent, a negative stock selection effect. Notably, the Information Technology sector and Materials sector positively contributed to the portfolio's performance. This was offset by performance in the Consumer Discretionary sector, Financials sector, and Health Care sector.

Energy was the top performing sector for the Russell 2500 benchmark. The Fund's lack of exposure to the Energy sector, resulted in a negative total effect on the portfolio. The sectors that detracted most from the benchmark's performance were Communication Services and Health Care. In contrast, the Fund's allocation to Communication Services positively contributed to the portfolio, unlike the Fund's exposure to the Health Care sector, a laggard in the benchmark, which adversely affected its performance, both with negative allocation and stock selection effects.

The underperformance relative to the Russell Midcap Growth Index was primarily driven by both stock selection and sector allocation. The largest detractors from performance were the Financials sector and Consumer Discretionary sector.

Utilities and Financials were the top performing sectors of the Russell Midcap Growth Index. The Fund's lack of exposure to the Utilities sector was a minor detractor, while stock selection in the Financials sector had a more significant impact on performance. Consumer Staples and Health Care sectors were the worst performing sectors for the benchmark. While the Fund had positive returns in Consumer Staples, both Consumer Staples and Health Care also detracted from the Fund’s performance.

Top Contributors

• 

  Guidewire Software, Inc.

• 

  TransDigm Group, Inc.

• 

  Crowdstrike Holdings, Inc. Class A

• 

  Ecolab, Inc.

• 

  Veralto Corp.

Top Detractors

• 

  Illumina, Inc.

• 

  WNS Holdings, Ltd.

• 

  Chewy, Inc.

• 

  Endava PLC, ADR

• 

  WillScot Mobile Mini Holdings Corp.

Total Return Based on a $10,000 Investment 

Date	Investor Shares	Russell 2500 Index	Russell Midcap Growth Index
6/30/14	$10,000	$10,000	$10,000
9/30/14	$9,690	$9,465	$9,927
12/31/14	$10,348	$10,106	$10,507
3/31/15	$10,565	$10,628	$11,072
6/30/15	$10,997	$10,592	$10,945
9/30/15	$10,118	$9,501	$10,071
12/31/15	$10,430	$9,813	$10,486
3/31/16	$10,409	$9,851	$10,546
6/30/16	$10,723	$10,203	$10,711
9/30/16	$11,176	$10,873	$11,203
12/31/16	$10,872	$11,539	$11,254
3/31/17	$11,605	$11,972	$12,030
6/30/17	$12,625	$12,228	$12,537
9/30/17	$13,351	$12,807	$13,199
12/31/17	$14,266	$13,478	$14,098
3/31/18	$15,016	$13,446	$14,404
6/30/18	$15,555	$14,214	$14,859
9/30/18	$16,710	$14,881	$15,985
12/31/18	$14,240	$12,130	$13,428
3/31/19	$16,963	$14,049	$16,063
6/30/19	$18,708	$14,465	$16,930
9/30/19	$18,875	$14,280	$16,816
12/31/19	$19,955	$15,498	$18,191
3/31/20	$16,996	$10,892	$14,545
6/30/20	$21,540	$13,785	$18,947
9/30/20	$22,549	$14,596	$20,723
12/31/20	$26,026	$18,597	$24,664
3/31/21	$25,674	$20,630	$24,525
6/30/21	$27,858	$21,752	$27,240
9/30/21	$28,056	$21,169	$27,033
12/31/21	$29,228	$21,978	$27,804
3/31/22	$25,276	$20,700	$24,306
6/30/22	$20,345	$17,185	$19,184
9/30/22	$18,987	$16,701	$19,059
12/31/22	$20,307	$17,941	$20,374
3/31/23	$22,056	$18,549	$22,236
6/30/23	$23,384	$19,519	$23,622
9/30/23	$22,026	$18,585	$22,388
12/31/23	$24,960	$21,067	$25,644
3/31/24	$26,860	$22,525	$28,080
6/30/24	$25,141	$21,562	$27,178

The above chart represents historical performance of a hypothetical $10,000 investment over the past 10 years.   Effective June 1, 2024, the Fund changed its primary benchmark index from the Russell Midcap Growth Index to the Russell 2500 Index due to regulatory requirements. The Fund retained the Russell Midcap Growth Index as a secondary benchmark because the Russell Midcap Growth Index more closely reflects the market sectors in which the Fund invests. 

Average Annual Total Returns 

	One Year	Five Year	Ten Year
Investor Shares	7.51%	6.09%	9.66%
Russell 2500 Index	10.47%	8.31%	7.99%
Russell Midcap Growth Index	15.05%	9.93%	10.51%

The Fund’s past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

Fund Statistics

Total Net Assets	$529,121,259
# of Portfolio Holdings	40
Portfolio Turnover Rate	29%
Investment Advisory Fees (Net of fees waived)	$4,011,586

Top Ten Holdings 

(% of investments)*

CBRE Group, Inc., Class A	5.55%
Ecolab, Inc.	5.55%
Veralto Corp.	4.90%
Vulcan Materials Co.	4.87%
HEICO Corp., Class A	4.52%
Veeva Systems, Inc., Class A	4.36%
Guidewire Software, Inc.	4.27%
Bio-Techne Corp.	4.15%
Markel Group, Inc.	3.99%
Old Dominion Freight Line, Inc.	3.61%

* excluding cash equivalents

Sector Weightings

(% total investments)*

Value	Value
Industrials	29.7%
Health Care	20.2%
Information Technology	13.8%
Financials	12.7%
Materials	10.4%
Real Estate	7.6%
Consumer Discretionary	4.1%
Consumer Staples	1.5%

* excluding cash equivalents

Where can I find additional information about the fund?

The Fund is distributed by Foreside Fund Services, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (dba ACA Group). Additional information is available by scanning the QR code or at https://dfdent.com/literature/, including its:

• prospectus

• financial information

• holdings

• proxy information

DF Dent Midcap Growth Fund

DFDMX

:  Investor Shares

Annual Shareholder Report - June 30, 2024

221A-DFDMX-24

DF Dent Midcap Growth Fund

DFMGX

:  Institutional Shares

Annual Shareholder Report - June 30, 2024

Fund Overview

This annual shareholder report contains important information about the DF Dent Midcap Growth Fund for the period of July 1, 2023, to June 30, 2024. You can find additional information about the Fund at https://dfdent.com/literature/. You can also request this information by contacting us at (866) 233-3368.

What were the Fund's costs for the last year? 

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Institutional Shares	$88	0.84%

How did the Fund perform in the last year? 

During the period from July 2023 to June 2024, the DF Dent Midcap Growth Fund underperformed both of its benchmarks, the Russell 2500 Index and the Russell Midcap Growth Index.

The underperformance relative to the Russell 2500 Index was primarily driven by a negative sector allocation effect and to a lesser extent, a negative stock selection effect. Notably, the Information Technology sector and Materials sector positively contributed to the portfolio's performance. This was offset by performance in the Consumer Discretionary sector, Financials sector, and Health Care sector.

Energy was the top performing sector for the Russell 2500 benchmark. The Fund's lack of exposure to the Energy sector, resulted in a negative total effect on the portfolio. The sectors that detracted most from the benchmark's performance were Communication Services and Health Care. In contrast, the Fund's allocation to Communication Services positively contributed to the portfolio, unlike the Fund's exposure to the Health Care sector, a laggard in the benchmark, which adversely affected its performance, both with negative allocation and stock selection effects.

The underperformance relative to the Russell Midcap Growth Index was primarily driven by both stock selection and sector allocation. The largest detractors from performance were the Financials sector and Consumer Discretionary sector.

Utilities and Financials were the top performing sectors of the Russell Midcap Growth Index. The Fund's lack of exposure to the Utilities sector was a minor detractor, while stock selection in the Financials sector had a more significant impact on performance. Consumer Staples and Health Care sectors were the worst performing sectors for the benchmark. While the Fund had positive returns in Consumer Staples, both Consumer Staples and Health Care also detracted from the Fund’s performance.

Top Contributors

• 

  Guidewire Software, Inc.

• 

  TransDigm Group, Inc.

• 

  Crowdstrike Holdings, Inc. Class A

• 

  Ecolab, Inc.

• 

  Veralto Corp.

Top Detractors

• 

  Illumina, Inc.

• 

  WNS Holdings, Ltd.

• 

  Chewy, Inc.

• 

  Endava PLC, ADR

• 

  WillScot Mobile Mini Holdings Corp.

Total Return Based on a $500,000 Investment 

Date	Institutional Shares Footnote Reference1	Russell 2500 Index	Russell Midcap Growth Index
6/30/14	$500,000	$500,000	$500,000
9/30/14	$484,476	$473,273	$496,355
12/31/14	$517,412	$505,299	$525,332
3/31/15	$528,226	$531,415	$553,584
6/30/15	$549,855	$529,597	$547,270
9/30/15	$505,921	$475,066	$503,545
12/31/15	$521,496	$490,637	$524,282
3/31/16	$520,449	$492,565	$527,317
6/30/16	$536,147	$510,161	$535,557
9/30/16	$558,820	$543,642	$560,149
12/31/16	$543,601	$576,936	$562,704
3/31/17	$580,260	$598,606	$601,498
6/30/17	$631,234	$611,383	$626,852
9/30/17	$667,544	$640,373	$659,968
12/31/17	$713,311	$673,921	$704,886
3/31/18	$750,780	$672,310	$720,214
6/30/18	$778,094	$710,691	$742,954
9/30/18	$836,223	$744,068	$799,230
12/31/18	$712,677	$606,516	$671,401
3/31/19	$849,201	$702,452	$803,136
6/30/19	$937,199	$723,251	$846,520
9/30/19	$945,528	$713,976	$840,819
12/31/19	$1,000,248	$774,922	$909,544
3/31/20	$852,293	$544,601	$727,272
6/30/20	$1,080,253	$689,273	$947,351
9/30/20	$1,131,398	$729,819	$1,036,152
12/31/20	$1,305,985	$929,855	$1,233,219
3/31/21	$1,288,396	$1,031,477	$1,226,249
6/30/21	$1,397,961	$1,087,612	$1,362,020
9/30/21	$1,408,221	$1,058,445	$1,351,670
12/31/21	$1,466,786	$1,098,921	$1,390,186
3/31/22	$1,268,500	$1,034,997	$1,215,296
6/30/22	$1,021,209	$859,244	$959,212
9/30/22	$952,977	$835,034	$952,948
12/31/22	$1,019,324	$897,057	$1,018,715
3/31/23	$1,107,158	$927,470	$1,111,784
6/30/23	$1,173,881	$975,930	$1,181,096
9/30/23	$1,105,650	$929,260	$1,119,396
12/31/23	$1,253,422	$1,053,354	$1,282,225
3/31/24	$1,348,795	$1,126,241	$1,403,992
6/30/24	$1,262,846	$1,078,098	$1,358,877

Footnote	Description
Footnote1	Institutional Shares commenced operations on November 29, 2017. Performance for the periods prior to November 29, 2017 are a blended average annual return which includes the returns of Investor Shares prior to the commencement of operations of Institutional Shares.

The above chart represents historical performance of a hypothetical $500,000 investment over the past 10 years. Effective June 1, 2024, the Fund changed its primary benchmark index from the Russell Midcap Growth Index to the Russell 2500 Index due to regulatory requirements. The Fund retained the Russell Midcap Growth Index as a secondary benchmark because the Russell Midcap Growth Index more closely reflects the market sectors in which the Fund invests. 

Average Annual Total Returns 

	One Year	Five Year	Ten Year
Institutional Shares Footnote Reference1	7.58%	6.15%	9.71%
Russell 2500 Index	10.47%	8.31%	7.99%
Russell Midcap Growth Index	15.05%	9.93%	10.51%

Footnote	Description
Footnote1	Institutional Shares commenced operations on November 29, 2017. Performance for the 10 year period is a blended average annual return which includes the returns of Investor Shares prior to the commencement of operations of Institutional Shares.

The Fund’s past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

Fund Statistics

Total Net Assets	$529,121,259
# of Portfolio Holdings	40
Portfolio Turnover Rate	29%
Investment Advisory Fees (Net of fees waived)	$4,011,586

Top Ten Holdings 

(% of investments)*

CBRE Group, Inc., Class A	5.55%
Ecolab, Inc.	5.55%
Veralto Corp.	4.90%
Vulcan Materials Co.	4.87%
HEICO Corp., Class A	4.52%
Veeva Systems, Inc., Class A	4.36%
Guidewire Software, Inc.	4.27%
Bio-Techne Corp.	4.15%
Markel Group, Inc.	3.99%
Old Dominion Freight Line, Inc.	3.61%

* excluding cash equivalents

Sector Weightings

(% total investments)*

Value	Value
Industrials	29.7%
Health Care	20.2%
Information Technology	13.8%
Financials	12.7%
Materials	10.4%
Real Estate	7.6%
Consumer Discretionary	4.1%
Consumer Staples	1.5%

* excluding cash equivalents

Where can I find additional information about the fund?

The Fund is distributed by Foreside Fund Services, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (dba ACA Group). Additional information is available by scanning the QR code or at https://dfdent.com/literature/, including its:

• prospectus

• financial information

• holdings

• proxy information

DF Dent Midcap Growth Fund

DFMGX

:  Institutional Shares

Annual Shareholder Report - June 30, 2024

221A-DFMGX-24

DF Dent Midcap Growth Fund

DFMLX

:  Institutional Plus Shares

Annual Shareholder Report - June 30, 2024

Fund Overview

This annual shareholder report contains important information about the DF Dent Midcap Growth Fund for the period of July 1, 2023, to June 30, 2024. You can find additional information about the Fund at https://dfdent.com/literature/. You can also request this information by contacting us at (866) 233-3368.

What were the Fund's costs for the last year? 

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Institutional Plus Shares	$82	0.78%

How did the Fund perform in the last year? 

During the period from July 2023 to June 2024, the DF Dent Midcap Growth Fund underperformed both of its benchmarks, the Russell 2500 Index and the Russell Midcap Growth Index.

The underperformance relative to the Russell 2500 Index was primarily driven by a negative sector allocation effect and to a lesser extent, a negative stock selection effect. Notably, the Information Technology sector and Materials sector positively contributed to the portfolio's performance. This was offset by performance in the Consumer Discretionary sector, Financials sector, and Health Care sector.

Energy was the top performing sector for the Russell 2500 benchmark. The Fund's lack of exposure to the Energy sector, resulted in a negative total effect on the portfolio. The sectors that detracted most from the benchmark's performance were Communication Services and Health Care. In contrast, the Fund's allocation to Communication Services positively contributed to the portfolio, unlike the Fund's exposure to the Health Care sector, a laggard in the benchmark, which adversely affected its performance, both with negative allocation and stock selection effects.

The underperformance relative to the Russell Midcap Growth Index was primarily driven by both stock selection and sector allocation. The largest detractors from performance were the Financials sector and Consumer Discretionary sector.

Utilities and Financials were the top performing sectors of the Russell Midcap Growth Index. The Fund's lack of exposure to the Utilities sector was a minor detractor, while stock selection in the Financials sector had a more significant impact on performance. Consumer Staples and Health Care sectors were the worst performing sectors for the benchmark. While the Fund had positive returns in Consumer Staples, both Consumer Staples and Health Care also detracted from the Fund’s performance.

Top Contributors

• 

  Guidewire Software, Inc.

• 

  TransDigm Group, Inc.

• 

  Crowdstrike Holdings, Inc. Class A

• 

  Ecolab, Inc.

• 

  Veralto Corp.

Top Detractors

• 

  Illumina, Inc.

• 

  WNS Holdings, Ltd.

• 

  Chewy, Inc.

• 

  Endava PLC, ADR

• 

  WillScot Mobile Mini Holdings Corp.

Total Return Based on a $100,000,000 Investment 

Date	Institutional Plus Shares Footnote Reference1	Russell 2500 Index	Russell Midcap Growth Index
6/30/14	$100,000,000	$100,000,000	$100,000,000
9/30/14	$96,895,213	$94,654,633	$99,271,054
12/31/14	$103,482,310	$101,059,741	$105,066,302
3/31/15	$105,645,233	$106,282,925	$110,716,756
6/30/15	$109,971,077	$105,919,445	$109,453,912
9/30/15	$101,184,205	$95,013,201	$100,709,043
12/31/15	$104,299,185	$98,127,341	$104,856,325
3/31/16	$104,089,889	$98,512,924	$105,463,366
6/30/16	$107,229,329	$102,032,296	$107,111,332
9/30/16	$111,764,076	$108,728,434	$112,029,854
12/31/16	$108,720,272	$115,387,119	$112,540,863
3/31/17	$116,052,082	$119,721,250	$120,299,540
6/30/17	$126,246,790	$122,276,662	$125,370,320
9/30/17	$133,508,773	$128,074,538	$131,993,532
12/31/17	$142,662,156	$134,784,184	$140,977,236
3/31/18	$150,155,946	$134,462,025	$144,042,816
6/30/18	$155,548,674	$142,138,147	$148,590,870
9/30/18	$167,104,519	$148,813,532	$159,846,001
12/31/18	$142,395,115	$121,303,187	$134,280,134
3/31/19	$169,628,362	$140,490,391	$160,627,242
6/30/19	$187,083,714	$144,650,150	$169,304,043
9/30/19	$188,749,577	$142,795,297	$168,163,752
12/31/19	$199,548,501	$154,984,343	$181,908,894
3/31/20	$169,955,992	$108,920,182	$145,454,410
6/30/20	$215,404,241	$137,854,608	$189,470,233
9/30/20	$225,487,614	$145,963,898	$207,230,402
12/31/20	$260,260,784	$185,971,020	$246,643,861
3/31/21	$256,742,756	$206,295,389	$245,249,708
6/30/21	$278,583,847	$217,522,318	$272,404,030
9/30/21	$280,562,737	$211,688,954	$270,333,922
12/31/21	$292,226,853	$219,784,122	$278,037,219
3/31/22	$252,722,529	$206,999,386	$243,059,236
6/30/22	$203,529,883	$171,848,775	$191,842,368
9/30/22	$190,011,293	$167,006,754	$190,589,675
12/31/22	$203,229,469	$179,411,494	$203,743,053
3/31/23	$220,803,636	$185,494,075	$222,356,811
6/30/23	$234,096,917	$195,186,038	$236,219,181
9/30/23	$220,503,223	$185,852,091	$223,879,139
12/31/23	$250,018,811	$210,670,842	$256,444,931
3/31/24	$269,095,044	$225,248,173	$280,798,358
6/30/24	$251,971,497	$215,619,697	$271,775,345

Footnote	Description
Footnote1	Institutional Plus Shares commenced operations on November 1, 2021. Performance for the periods prior to November 1, 2021 are a blended average annual return which includes the returns of Investor Shares prior to the commencement of operations of Institutional Plus Shares.

The above chart represents historical performance of a hypothetical $100,000,000 investment over the past 10 years. Effective June 1, 2024, the Fund changed its primary benchmark index from the Russell Midcap Growth Index to the Russell 2500 Index due to regulatory requirements. The Fund retained the Russell Midcap Growth Index as a secondary benchmark because the Russell Midcap Growth Index more closely reflects the market sectors in which the Fund invests. 

Average Annual Total Returns 

	One Year	Five Year	Ten Year
Institutional Plus Shares Footnote Reference1	7.64%	6.14%	9.68%
Russell 2500 Index	10.47%	8.31%	7.99%
Russell Midcap Growth Index	15.05%	9.93%	10.51%

Footnote	Description
Footnote1	Institutional Plus Shares commenced operations on November 1, 2021. Performance for the 5 year and 10 year periods is a blended average annual return which includes the returns of Investor Shares prior to the commencement of operations of Institutional Plus Shares.

The Fund’s past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

Fund Statistics

Total Net Assets	$529,121,259
# of Portfolio Holdings	40
Portfolio Turnover Rate	29%
Investment Advisory Fees (Net of fees waived)	$4,011,586

Top Ten Holdings 

(% of investments)*

CBRE Group, Inc., Class A	5.55%
Ecolab, Inc.	5.55%
Veralto Corp.	4.90%
Vulcan Materials Co.	4.87%
HEICO Corp., Class A	4.52%
Veeva Systems, Inc., Class A	4.36%
Guidewire Software, Inc.	4.27%
Bio-Techne Corp.	4.15%
Markel Group, Inc.	3.99%
Old Dominion Freight Line, Inc.	3.61%

* excluding cash equivalents

Sector Weightings

(% total investments)*

Value	Value
Industrials	29.7%
Health Care	20.2%
Information Technology	13.8%
Financials	12.7%
Materials	10.4%
Real Estate	7.6%
Consumer Discretionary	4.1%
Consumer Staples	1.5%

* excluding cash equivalents

Where can I find additional information about the fund?

The Fund is distributed by Foreside Fund Services, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (dba ACA Group). Additional information is available by scanning the QR code or at https://dfdent.com/literature/, including its:

• prospectus

• financial information

• holdings

• proxy information

DF Dent Midcap Growth Fund

DFMLX

:  Institutional Plus Shares

Annual Shareholder Report - June 30, 2024

221A-DFMLX-24

DF Dent Small Cap Growth Fund

DFDSX

:  Investor Shares

Annual Shareholder Report - June 30, 2024

Fund Overview

This annual shareholder report contains important information about the DF Dent Small Cap Growth Fund for the period of July 1, 2023, to June 30, 2024. You can find additional information about the Fund at https://dfdent.com/literature/. You can also request this information by contacting us at (866) 233-3368.

What were the Fund's costs for the last year? 

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Investor Shares	$108	1.04%

How did the Fund perform in the last year? 

During the period from July 2023 to June 2024, the DF Dent Small Cap Growth Fund underperformed both of its benchmarks, the Russell 2000 Index and the Russell 2000 Growth Index.

This underperformance relative to the Russell 2000 Index was primarily driven by a negative stock selection effect. Notably, the Health Care sector positively influenced the portfolio's performance while the Industrials sector was the largest detractor from performance.

The portfolio's performance relative to the Russell 2000 Growth Index was negatively impacted by stock selection, but was partially offset by a positive sector allocation. Notably stock selection and allocation to the Health Care sector, the Financials sector, and the Materials sector contributed positively to the portfolio's performance while stock selection in both the Industrials sector and the Information Technology sector were significant detractors from performance.

Energy, Financials, and Consumer Staples were the top performing sectors in the Russell 2000 benchmark. The Fund’s lack of exposure to the Energy sector, an underweight allocation in the Financials sector, and stock selection in the Consumer Staples sector detracted from performance. The benchmark sectors that notably detracted from performance included Utilities and Health Care. In the Fund, the Utilities sector showed an unexpected positive total effect due to lack of exposure. The Fund’s stock selection in the Health Care sector contributed to performance, but was partially offset by sector allocation.

Consumer Staples, Energy, and Information Technology were the top performing sectors in the Russell 2000 Growth benchmark. The Fund’s stock selection in Consumer Staples and Information Technology were headwinds to performance in addition to being underweight to the Energy sector. The sectors that detracted most from the benchmark's performance were Utilities and Health Care. In the Fund’s portfolio, Utilities had a positive total effect benefiting from the absence of portfolio allocation in this underperforming sector. Health Care, on the other hand, contributed positively to returns both in stock selection and favorable sector allocation.

Top Contributors

• 

  Guidewire Software, Inc.

• 

  Hamilton Lane, Inc., Class A

• 

  Murphy USA, Inc. 

• 

  Medpace Holdings, Inc.

• 

  HEICO Corp., Class A

Top Detractors

• 

  SiteOne Landscape Supply, Inc.

• 

  Repligen Corp. 

• 

  WNS Holdings, Ltd.

• 

  Sprout Social, Inc., Class A 

• 

  Chewy, Inc.

Total Return Based on a $10,000 Investment 

Date	Investor Shares	Russell 2000® Index	Russell 2000 Growth Index
6/30/14	$10,000	$10,000	$10,000
9/30/14	$9,595	$9,264	$9,387
12/31/14	$10,403	$10,165	$10,331
3/31/15	$10,682	$10,604	$11,016
6/30/15	$11,341	$10,649	$11,234
9/30/15	$10,069	$9,379	$9,767
12/31/15	$9,970	$9,717	$10,189
3/31/16	$9,895	$9,569	$9,711
6/30/16	$10,767	$9,932	$10,026
9/30/16	$11,479	$10,830	$10,951
12/31/16	$11,610	$11,787	$11,342
3/31/17	$11,854	$12,078	$11,948
6/30/17	$12,454	$12,375	$12,473
9/30/17	$12,988	$13,077	$13,248
12/31/17	$13,419	$13,513	$13,856
3/31/18	$13,859	$13,502	$14,174
6/30/18	$14,965	$14,549	$15,200
9/30/18	$16,277	$15,069	$16,039
12/31/18	$13,215	$12,025	$12,566
3/31/19	$15,469	$13,779	$14,721
6/30/19	$17,211	$14,067	$15,125
9/30/19	$16,627	$13,730	$14,494
12/31/19	$18,017	$15,094	$16,145
3/31/20	$14,361	$10,473	$11,986
6/30/20	$18,773	$13,135	$15,651
9/30/20	$19,958	$13,783	$16,772
12/31/20	$24,266	$18,107	$21,737
3/31/21	$24,298	$20,407	$22,797
6/30/21	$26,019	$21,283	$23,690
9/30/21	$26,280	$20,355	$22,351
12/31/21	$27,805	$20,791	$22,353
3/31/22	$23,393	$19,226	$19,530
6/30/22	$19,430	$15,920	$15,770
9/30/22	$18,608	$15,572	$15,808
12/31/22	$19,377	$16,542	$16,461
3/31/23	$21,054	$16,995	$17,461
6/30/23	$22,175	$17,879	$18,692
9/30/23	$21,470	$16,962	$17,324
12/31/23	$23,692	$19,342	$19,533
3/31/24	$25,658	$20,344	$21,014
6/30/24	$23,810	$19,677	$20,400

The above chart represents historical performance of a hypothetical $10,000 investment over the past 10 years.   Effective June 1, 2024, the Fund changed its primary benchmark index from the Russell 2000 Growth Index to the Russell 2000 Index due to regulatory requirements. The Fund retained the Russell 2000 Growth Index as a secondary benchmark because the Russell 2000 Growth Index more closely reflects the market sectors in which the Fund invests.  

Average Annual Total Returns 

	One Year	Five Year	Ten Year
Investor Shares	7.37%	6.71%	9.06%
Russell 2000® Index	10.06%	6.94%	7.00%
Russell 2000 Growth Index	9.14%	6.17%	7.39%

The Fund’s past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

Fund Statistics

Total Net Assets	$196,745,691
# of Portfolio Holdings	45
Portfolio Turnover Rate	30%
Investment Advisory Fees (Net of fees waived)	$821,492

Top Ten Holdings 

(% of investments)*

HEICO Corp., Class A	4.81%
Guidewire Software, Inc.	4.16%
Murphy USA, Inc.	4.04%
Core & Main, Inc., Class A	3.92%
Hamilton Lane, Inc., Class A	3.85%
Bio-Techne Corp.	3.64%
Appfolio, Inc.	3.41%
Novanta, Inc.	3.15%
Manhattan Associates, Inc.	3.06%
Kinsale Capital Group, Inc.	2.93%

* excluding cash equivalents

Sector Weightings

(% total investments)*

Value	Value
Industrials	28.2%
Information Technology	24.8%
Health Care	16.8%
Financials	13.4%
Consumer Discretionary	8.6%
Materials	4.4%
Consumer Staples	3.8%

* excluding cash equivalents

Where can I find additional information about the fund?

The Fund is distributed by Foreside Fund Services, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (dba ACA Group). Additional information is available by scanning the QR code or at https://dfdent.com/literature/, including its:

• prospectus

• financial information

• holdings

• proxy information

DF Dent Small Cap Growth Fund

DFDSX

:  Investor Shares

Annual Shareholder Report - June 30, 2024

221A-DFDSX-24

DF Dent Small Cap Growth Fund

DFSGX

:  Institutional Shares

Annual Shareholder Report - June 30, 2024

Fund Overview

This annual shareholder report contains important information about the DF Dent Small Cap Growth Fund for the period of July 1, 2023, to June 30, 2024. You can find additional information about the Fund at https://dfdent.com/literature/. You can also request this information by contacting us at (866) 233-3368.

What were the Fund's costs for the last year? 

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Institutional Shares	$98	0.94%

How did the Fund perform in the last year? 

During the period from July 2023 to June 2024, the DF Dent Small Cap Growth Fund underperformed both of its benchmarks, the Russell 2000 Index and the Russell 2000 Growth Index.

This underperformance relative to the Russell 2000 Index was primarily driven by a negative stock selection effect. Notably, the Health Care sector positively influenced the portfolio's performance while the Industrials sector was the largest detractor from performance.

The portfolio's performance relative to the Russell 2000 Growth Index was negatively impacted by stock selection, but was partially offset by a positive sector allocation. Notably stock selection and allocation to the Health Care sector, the Financials sector, and the Materials sector contributed positively to the portfolio's performance while stock selection in both the Industrials sector and the Information Technology sector were significant detractors from performance.

Energy, Financials, and Consumer Staples were the top performing sectors in the Russell 2000 benchmark. The Fund’s lack of exposure to the Energy sector, an underweight allocation in the Financials sector, and stock selection in the Consumer Staples sector detracted from performance. The benchmark sectors that notably detracted from performance included Utilities and Health Care. In the Fund, the Utilities sector showed an unexpected positive total effect due to lack of exposure. The Fund’s stock selection in the Health Care sector contributed to performance, but was partially offset by sector allocation.

Consumer Staples, Energy, and Information Technology were the top performing sectors in the Russell 2000 Growth benchmark. The Fund’s stock selection in Consumer Staples and Information Technology were headwinds to performance in addition to being underweight to the Energy sector. The sectors that detracted most from the benchmark's performance were Utilities and Health Care. In the Fund’s portfolio, Utilities had a positive total effect benefiting from the absence of portfolio allocation in this underperforming sector. Health Care, on the other hand, contributed positively to returns both in stock selection and favorable sector allocation.

Top Contributors

• 

  Guidewire Software, Inc.

• 

  Hamilton Lane, Inc., Class A

• 

  Murphy USA, Inc. 

• 

  Medpace Holdings, Inc.

• 

  HEICO Corp., Class A

Top Detractors

• 

  SiteOne Landscape Supply, Inc.

• 

  Repligen Corp. 

• 

  WNS Holdings, Ltd.

• 

  Sprout Social, Inc., Class A 

• 

  Chewy, Inc.

Total Return Based on a $500,000 Investment 

Date	Institutional Shares Footnote Reference1	Russell 2000® Index	Russell 2000 Growth Index
6/30/14	$500,000	$500,000	$500,000
9/30/14	$479,761	$463,202	$469,354
12/31/14	$520,169	$508,263	$516,565
3/31/15	$534,090	$530,196	$550,812
6/30/15	$567,036	$532,428	$561,701
9/30/15	$503,465	$468,974	$488,334
12/31/15	$498,521	$485,828	$509,428
3/31/16	$494,773	$478,450	$485,572
6/30/16	$538,346	$496,592	$501,310
9/30/16	$573,955	$541,513	$547,537
12/31/16	$580,515	$589,348	$567,086
3/31/17	$592,696	$603,881	$597,418
6/30/17	$622,683	$618,758	$623,638
9/30/17	$649,389	$653,832	$662,417
12/31/17	$670,942	$675,672	$692,790
3/31/18	$693,431	$675,103	$708,720
6/30/18	$748,250	$727,448	$759,979
9/30/18	$814,782	$753,464	$801,954
12/31/18	$661,219	$601,253	$628,305
3/31/19	$774,441	$688,940	$736,027
6/30/19	$862,000	$703,374	$756,254
9/30/19	$832,813	$686,487	$724,694
12/31/19	$902,843	$754,722	$807,268
3/31/20	$719,517	$523,666	$599,276
6/30/20	$940,632	$656,775	$782,560
9/30/20	$1,000,379	$689,166	$838,575
12/31/20	$1,216,809	$905,371	$1,086,844
3/31/21	$1,218,895	$1,020,345	$1,139,831
6/30/21	$1,305,475	$1,064,144	$1,184,483
9/30/21	$1,318,514	$1,017,743	$1,117,529
12/31/21	$1,395,800	$1,039,538	$1,117,654
3/31/22	$1,174,202	$961,304	$976,523
6/30/22	$975,565	$796,006	$788,500
9/30/22	$934,449	$778,596	$790,407
12/31/22	$973,429	$827,093	$823,068
3/31/23	$1,057,797	$849,737	$873,051
6/30/23	$1,114,398	$893,968	$934,623
9/30/23	$1,079,156	$848,125	$866,221
12/31/23	$1,191,290	$967,111	$976,640
3/31/24	$1,290,608	$1,017,208	$1,050,687
6/30/24	$1,197,697	$983,867	$1,020,016

Footnote	Description
Footnote1	Institutional Shares commenced operations on November 20, 2017. Performance for the periods prior to November 20, 2017 are a blended average annual return which includes the returns of Investor Shares prior to the commencement of operations of Institutional Shares.

The above chart represents historical performance of a hypothetical $500,000 investment over the past 10 years. Effective June 1, 2024, the Fund changed its primary benchmark index from the Russell 2000 Growth Index to the Russell 2000 Index due to regulatory requirements. The Fund retained the Russell 2000 Growth Index as a secondary benchmark because the Russell 2000 Growth Index more closely reflects the market sectors in which the Fund invests.  

Average Annual Total Returns 

	One Year	Five Year	Ten Year
Institutional Shares Footnote Reference1	7.48%	6.80%	9.13%
Russell 2000® Index	10.06%	6.94%	7.00%
Russell 2000 Growth Index	9.14%	6.17%	7.39%

Footnote	Description
Footnote1	Institutional Shares commenced operations on November 20, 2017. Performance for the 10 year period is a blended average annual return which includes the returns of Investor Shares prior to the commencement of operations of Institutional Shares.

The Fund’s past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

Fund Statistics

Total Net Assets	$196,745,691
# of Portfolio Holdings	45
Portfolio Turnover Rate	30%
Investment Advisory Fees (Net of fees waived)	$821,492

Top Ten Holdings 

(% of investments)*

HEICO Corp., Class A	4.81%
Guidewire Software, Inc.	4.16%
Murphy USA, Inc.	4.04%
Core & Main, Inc., Class A	3.92%
Hamilton Lane, Inc., Class A	3.85%
Bio-Techne Corp.	3.64%
Appfolio, Inc.	3.41%
Novanta, Inc.	3.15%
Manhattan Associates, Inc.	3.06%
Kinsale Capital Group, Inc.	2.93%

* excluding cash equivalents

Sector Weightings

(% total investments)*

Value	Value
Industrials	28.2%
Information Technology	24.8%
Health Care	16.8%
Financials	13.4%
Consumer Discretionary	8.6%
Materials	4.4%
Consumer Staples	3.8%

* excluding cash equivalents

Where can I find additional information about the fund?

The Fund is distributed by Foreside Fund Services, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (dba ACA Group). Additional information is available by scanning the QR code or at https://dfdent.com/literature/, including its:

• prospectus

• financial information

• holdings

• proxy information

DF Dent Small Cap Growth Fund

DFSGX

:  Institutional Shares

Annual Shareholder Report - June 30, 2024

221A-DFSGX-24

(b)          Not applicable.

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 19(a)(1) hereto.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

(a)(1)  The Board of Trustees has determined that the Registrant has an audit committee financial expert, as defined in Item 3 of Form N-CSR, serving on its audit committee.

(a)(2)  The audit committee financial expert, Mr. Mark Moyer, is a non-“interested” Trustee (as defined in Item 3(a)(2) of Form N-CSR.

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 $41,400 in 2023 and $42,600 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 $9,300 in 2023 and $9,600 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 U.S. 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.

(i)        Not applicable. The Registrant has not retained, for the preparation of the audit report on the financial statements included in the Form N-CSR, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board (the “PCAOB”) has determined that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction.

(j)        Not applicable. The Registrant is not a “foreign issuer,” as defined in 17 CFR 240.3b-4.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. INVESTMENTS.

(a)           Included as part of financial statements filed under Item 7(a).

(b)          Not applicable.

ITEM 7. FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.

(a)      

ANNUAL

FINANCIALS

AND

OTHER

INFORMATION

JUNE

30,

2024

DF

DENT

GROWTH

FUNDS

TABLE

OF

CONTENTS

JUNE

30,

2024

DF

Dent

Premier

Growth

Fund

Schedule

of

Investments

1

Statement

of

Assets

and

Liabilities

3

Statement

of

Operations

4

Statements

of

Changes

in

Net

Assets

5

Financial

Highlights

6

DF

Dent

Midcap

Growth

Fund

Schedule

of

Investments

7

Statement

of

Assets

and

Liabilities

9

Statement

of

Operations

10

Statements

of

Changes

in

Net

Assets

11

Financial

Highlights

12

DF

Dent

Small

Cap

Growth

Fund

Schedule

of

Investments

15

Statement

of

Assets

and

Liabilities

17

Statement

of

Operations

18

Statements

of

Changes

in

Net

Assets

19

Financial

Highlights

20

DF

Dent

Growth

Funds

Notes

to

Financial

Statements

22

Report

of

Independent

Registered

Public

Accounting

Firm

28

Important

Tax

Information

(Unaudited)

29

Other

Information

(Unaudited)

30

1

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

PREMIER

GROWTH

FUND

SCHEDULE

OF

INVESTMENTS

JUNE

30,

2024

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

as

of

June

30,

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

is

Common

Stock

and

a

Money

Market

Fund.

Refer

to

this

Schedule

of

Investments

for

a

further

breakout

of

each

security

by

industry.

Shares

Security

Description

Value

Common

Stock

-

100.2%

Communication

Services

-

4.5%

56,417‌

Alphabet,

Inc.,

Class C

$

10,348,006‌

Consumer

Discretionary

-

6.2%

63,761‌

Amazon.com,

Inc.

(a)

12,321,813‌

28,694‌

CarMax,

Inc.

(a)

2,104,418‌

14,426,231‌

Financials

-

18.5%

8,883‌

Kinsale

Capital

Group,

Inc.

3,422,442‌

3,059‌

Markel

Group,

Inc.

(a)

4,819,944‌

22,373‌

Mastercard,

Inc.,

Class A

9,870,073‌

13,656‌

Moody's

Corp.

5,748,220‌

20,824‌

S&P

Global,

Inc.

9,287,504‌

36,992‌

Visa,

Inc.,

Class A

9,709,290‌

42,857,473‌

Health

Care

-

18.7%

91,280‌

Bio-Techne

Corp.

6,540,212‌

32,227‌

Danaher

Corp.

8,051,916‌

15,552‌

Intuitive

Surgical,

Inc.

(a)

6,918,307‌

11,504‌

Thermo

Fisher

Scientific,

Inc.

6,361,712‌

29,670‌

Veeva

Systems,

Inc.,

Class A

(a)

5,429,907‌

20,278‌

West

Pharmaceutical

Services,

Inc.

6,679,370‌

18,481‌

Zoetis,

Inc.

3,203,866‌

43,185,290‌

Industrials

-

20.8%

72,984‌

Fastenal

Co.

4,586,315‌

50,854‌

HEICO

Corp.,

Class A

9,027,602‌

38,652‌

Old

Dominion

Freight

Line,

Inc.

6,825,943‌

21,000‌

SiteOne

Landscape

Supply,

Inc.

(a)

2,549,610‌

6,170‌

TransDigm

Group,

Inc.

(a)

7,882,854‌

33,000‌

Uber

Technologies,

Inc.

(a)

2,398,440‌

71,462‌

Veralto

Corp.

6,822,477‌

34,386‌

Waste

Connections,

Inc.

6,029,929‌

55,000‌

WillScot

Mobile

Mini

Holdings

Corp.

(a)

2,070,200‌

48,193,370‌

Information

Technology

-

20.0%

20,917‌

ANSYS,

Inc.

(a)

6,724,815‌

4,290‌

ASML

Holding

NV

4,387,512‌

8,747‌

Atlassian

Corp.,

Class A

(a)

1,547,169‌

5,673‌

Crowdstrike

Holdings,

Inc.,

Class A

(a)

2,173,837‌

56,367‌

Guidewire

Software,

Inc.

(a)

7,772,446‌

6,646‌

Intuit,

Inc.

4,367,818‌

5,400‌

Manhattan

Associates,

Inc.

(a)

1,332,072‌

21,724‌

Microsoft

Corp.

9,709,542‌

6,971‌

Monolithic

Power

Systems,

Inc.

5,727,931‌

1,600‌

ServiceNow,

Inc.

(a)

1,258,672‌

Shares

Security

Description

Value

Information

Technology

-

20.0%

(continued)

2,315‌

Tyler

Technologies,

Inc.

(a)

$

1,163,936‌

46,165,750‌

Materials

-

6.9%

20,997‌

Ecolab,

Inc.

4,997,286‌

13,766‌

The

Sherwin-Williams

Co.

4,108,187‌

27,500‌

Vulcan

Materials

Co.

6,838,700‌

15,944,173‌

Real

Estate

-

4.6%

81,856‌

CBRE

Group,

Inc.,

Class A

(a)

7,294,188‌

45,990‌

CoStar

Group,

Inc.

(a)

3,409,699‌

10,703,887‌

Total

Common

Stock

(Cost

$102,968,324)

231,824,180‌

Money

Market

Fund

-

0.0%

67,058‌

First

American

Treasury

Obligations

Fund,

Class X,

5.21%

(b)

(Cost

$67,058)

67,058‌

Investments,

at

value

-

100.2%

(Cost

$103,035,382)

$

231,891,238‌

Other

Assets

&

Liabilities,

Net

-

(0.2)%

(497,579‌)

Net

Assets

-

100.0%

$

231,393,659‌

(a)

Non-income

producing

security.

(b)

Dividend

yield

changes

daily

to

reflect

current

market

conditions.

Rate

was

the

quoted

yield

as

of

June

30,

2024.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

231,891,238‌

Level

2

-

Other

Significant

Observable

Inputs

–‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

231,891,238‌

2

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

PREMIER

GROWTH

FUND

SCHEDULE

OF

INVESTMENTS

JUNE

30,

2024

PORTFOLIO

HOLDINGS

(Unaudited)

%

of

Total

Net

Assets

Communication

Services

4.5‌%

Consumer

Discretionary

6.2‌%

Financials

18.5‌%

Health

Care

18.7‌%

Industrials

20.8‌%

Information

Technology

20.0‌%

Materials

6.9‌%

Real

Estate

4.6‌%

Money

Market

Fund

0.0‌%

Other

Assets

&

Liabilities,

Net

(0.2‌)%

100.0%

3

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

PREMIER

GROWTH

FUND

STATEMENT

OF

ASSETS

AND

LIABILITIES

JUNE

30,

2024

ASSETS

Investments,

at

value

(Cost

$103,035,382)

$

231,891,238‌

Receivables:

Fund

shares

sold

300‌

Dividends

49,387‌

Prepaid

expenses

18,923‌

Total

Assets

231,959,848‌

LIABILITIES

Payables:

Fund

shares

redeemed

28,000‌

Accrued

Liabilities:

Investment

adviser

fees

493,804‌

Fund

services

fees

10,714‌

Other

expenses

33,671‌

Total

Liabilities

566,189‌

NET

ASSETS

$

231,393,659‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

83,364,408‌

Distributable

Earnings

148,029,251‌

NET

ASSETS

$

231,393,659‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

5,822,871‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE

$

39.74‌

4

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

PREMIER

GROWTH

FUND

STATEMENT

OF

OPERATIONS

YEAR

ENDED

JUNE

30,

2024

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$8,569)

$

1,456,339‌

Total

Investment

Income

1,456,339‌

EXPENSES

Investment

adviser

fees

2,285,190‌

Fund

services

fees

173,207‌

Custodian

fees

28,230‌

Registration

fees

21,206‌

Professional

fees

50,896‌

Trustees'

fees

and

expenses

13,315‌

Other

expenses

53,364‌

Total

Expenses

2,625,408‌

Fees

waived

(342,304‌)

Net

Expenses

2,283,104‌

NET

INVESTMENT

LOSS

(826,765‌)

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

on

investments

30,137,857‌

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

2,428,258‌

NET

REALIZED

AND

UNREALIZED

GAIN

32,566,115‌

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

31,739,350‌

5

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

PREMIER

GROWTH

FUND

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

For

the

Years

Ended

June

30,

2024

2023

OPERATIONS

Net

investment

loss

$

(826,765‌)

$

(770,180‌)

Net

realized

gain

30,137,857‌

37,920,230‌

Net

change

in

unrealized

appreciation

(depreciation)

2,428,258‌

(2,000,808‌)

Increase

in

Net

Assets

Resulting

from

Operations

31,739,350‌

35,149,242‌

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

(36,525,907‌)

–‌

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

13,503,081‌

5,639,980‌

Reinvestment

of

distributions

34,549,001‌

–‌

Redemption

of

shares

(59,143,595‌)

(72,453,023‌)

Decrease

in

Net

Assets

from

Capital

Share

Transactions

(11,091,513‌)

(66,813,043‌)

Decrease

in

Net

Assets

(15,878,070‌)

(31,663,801‌)

NET

ASSETS

Beginning

of

Year

247,271,729‌

278,935,530‌

End

of

Year

$

231,393,659‌

$

247,271,729‌

SHARE

TRANSACTIONS

Sale

of

shares

342,232‌

151,835‌

Reinvestment

of

distributions

984,863‌

–‌

Redemption

of

shares

(1,529,032‌)

(1,963,102‌)

Decrease

in

Shares

(201,937‌)

(1,811,267‌)

6

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

PREMIER

GROWTH

FUND

FINANCIAL

HIGHLIGHTS

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

year

.

For

the

Years

Ended

June

30,

2024

2023

2022

2021

2020

NET

ASSET

VALUE,

Beginning

of

Year

$

41.04‌

$

35.60‌

$

49.79‌

$

38.91‌

$

35.75‌

INVESTMENT

OPERATIONS

Net

investment

loss

(a)

(0.14‌)

(0.11‌)

(0.27‌)

(0.25‌)

(0.11‌)

Net

realized

and

unrealized

gain

(loss)

5.74‌

5.55‌

(10.28‌)

12.16‌

5.88‌

Total

from

Investment

Operations

5.60‌

5.44‌

(10.55‌)

11.91‌

5.77‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

realized

gain

(6.90‌)

–‌

(3.64‌)

(1.03‌)

(2.61‌)

Total

Distributions

to

Shareholders

(6.90‌)

–‌

(3.64‌)

(1.03‌)

(2.61‌)

REDEMPTION

FEES(a)

–‌

–‌

0.00‌(b)

0.00‌(b)

–‌

NET

ASSET

VALUE,

End

of

Year

$

39.74‌

$

41.04‌

$

35.60‌

$

49.79‌

$

38.91‌

TOTAL

RETURN

15.87‌%

15.28‌%

(23.05‌)%

30.96‌%

16.82‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000s

omitted)

$

231,394‌

$

247,272‌

$

278,936‌

$

430,924‌

$

343,711‌

Ratios

to

Average

Net

Assets:

Net

investment

loss

(0.36‌)%

(0.30‌)%

(0.58‌)%

(0.57‌)%

(0.30‌)%

Net

expenses

0.99‌%

0.99‌%

0.99‌%

0.99‌%

1.00‌%

Gross

expenses

(c)

1.14‌%

1.13‌%

1.10‌%

1.11‌%

1.15‌%

PORTFOLIO

TURNOVER

RATE

19‌%

20‌%

18‌%

14‌%

23‌%

footertext

(a)

Calculated

based

on

average

shares

outstanding

during

each

year.

(b)

Less

than

$0.01

per

share.

(c)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

7

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

MIDCAP

GROWTH

FUND

SCHEDULE

OF

INVESTMENTS

JUNE

30,

2024

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

as

of

June

30,

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

-

97.1%

Consumer

Discretionary

-

4.0%

181,290‌

CarMax,

Inc.

(a)

$

13,295,809‌

77,896‌

Floor

&

Decor

Holdings,

Inc.,

Class A

(a)

7,743,641‌

21,039,450‌

Consumer

Staples

-

1.4%

453,760‌

Utz

Brands,

Inc.

7,550,566‌

Financials

-

12.4%

270,930‌

Goosehead

Insurance,

Inc.,

Class A

(a)

15,562,219‌

20,189‌

Kinsale

Capital

Group,

Inc.

7,778,418‌

13,010‌

Markel

Group,

Inc.

(a)

20,499,337‌

38,700‌

Moody's

Corp.

16,289,991‌

10,837‌

MSCI,

Inc.

5,220,725‌

65,350,690‌

Health

Care

-

19.6%

297,803‌

Bio-Techne

Corp.

21,337,585‌

151,446‌

Edwards

Lifesciences

Corp.

(a)

13,989,067‌

0.33‌

GRAIL,

Inc.

(a)

5‌

73,357‌

Illumina,

Inc.

(a)

7,657,004‌

22,417‌

Intuitive

Surgical,

Inc.

(a)

9,972,202‌

5,721‌

Mettler-Toledo

International,

Inc.

(a)

7,995,612‌

77,676‌

Repligen

Corp.

(a)

9,791,837‌

122,455‌

Veeva

Systems,

Inc.,

Class A

(a)

22,410,490‌

32,044‌

West

Pharmaceutical

Services,

Inc.

10,554,973‌

103,708,775‌

Industrials

-

28.8%

107,024‌

Fastenal

Co.

6,725,388‌

130,762‌

HEICO

Corp.,

Class A

23,212,870‌

104,934‌

Old

Dominion

Freight

Line,

Inc.

18,531,344‌

71,735‌

SiteOne

Landscape

Supply,

Inc.

(a)

8,709,346‌

13,945‌

TransDigm

Group,

Inc.

(a)

17,816,272‌

263,559‌

Veralto

Corp.

25,161,978‌

23,710‌

Verisk

Analytics,

Inc.

6,391,031‌

104,714‌

Waste

Connections,

Inc.

18,362,647‌

392,670‌

WillScot

Mobile

Mini

Holdings

Corp.

(a)

14,780,099‌

246,340‌

WNS

Holdings,

Ltd.

(a)

12,932,850‌

152,623,825‌

Information

Technology

-

13.4%

38,315‌

ANSYS,

Inc.

(a)

12,318,272‌

47,585‌

Appfolio,

Inc.

(a)

11,637,863‌

54,324‌

Atlassian

Corp.,

Class A

(a)

9,608,829‌

6,299‌

Crowdstrike

Holdings,

Inc.,

Class A

(a)

2,413,714‌

140,471‌

Endava

PLC,

ADR

(a)

4,107,372‌

158,900‌

Guidewire

Software,

Inc.

(a)

21,910,721‌

10,920‌

Tyler

Technologies,

Inc.

(a)

5,490,358‌

Shares

Security

Description

Value

Information

Technology

-

13.4%

(continued)

44,117‌

Workiva,

Inc.

(a)

$

3,220,100‌

70,707,229‌

Materials

-

10.1%

119,677‌

Ecolab,

Inc.

28,483,126‌

100,588‌

Vulcan

Materials

Co.

25,014,224‌

53,497,350‌

Real

Estate

-

7.4%

319,918‌

CBRE

Group,

Inc.,

Class A

(a)

28,507,893‌

143,524‌

CoStar

Group,

Inc.

(a)

10,640,869‌

39,148,762‌

Total

Common

Stock

(Cost

$376,577,840)

513,626,647‌

Money

Market

Fund

-

3.0%

16,024,103‌

First

American

Treasury

Obligations

Fund,

Class X,

5.21%

(b)

(Cost

$16,024,103)

16,024,103‌

Investments,

at

value

-

100.1%

(Cost

$392,601,943)

$

529,650,750‌

Other

Assets

&

Liabilities,

Net

-

(0.1)%

(529,491‌)

Net

Assets

-

100.0%

$

529,121,259‌

ADR

American

Depositary

Receipt

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

June

30,

2024.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

529,650,750‌

Level

2

-

Other

Significant

Observable

Inputs

–‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

529,650,750‌

8

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

MIDCAP

GROWTH

FUND

SCHEDULE

OF

INVESTMENTS

JUNE

30,

2024

The

Level

1

value

displayed

in

this

table

is

Common

Stock

and

a

Money

Market

Fund.

Refer

to

this

Schedule

of

Investments

for

a

further

breakout

of

each

security

by

industry.

PORTFOLIO

HOLDINGS

(Unaudited)

%

of

Total

Net

Assets

Consumer

Discretionary

4.0‌%

Consumer

Staples

1.4‌%

Financials

12.4‌%

Health

Care

19.6‌%

Industrials

28.8‌%

Information

Technology

13.4‌%

Materials

10.1‌%

Real

Estate

7.4‌%

Money

Market

Fund

3.0‌%

Other

Assets

&

Liabilities,

Net

(0.1‌)%

100.0%

9

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

MIDCAP

GROWTH

FUND

STATEMENT

OF

ASSETS

AND

LIABILITIES

JUNE

30,

2024

ASSETS

Investments,

at

value

(Cost

$392,601,943)

$

529,650,750‌

Receivables:

Fund

shares

sold

336,474‌

Investment

securities

sold

756,957‌

Dividends

209,063‌

Prepaid

expenses

37,057‌

Total

Assets

530,990,301‌

LIABILITIES

Payables:

Investment

securities

purchased

357,542‌

Fund

shares

redeemed

445,108‌

Accrued

Liabilities:

Investment

adviser

fees

993,159‌

Fund

services

fees

24,605‌

Other

expenses

48,628‌

Total

Liabilities

1,869,042‌

NET

ASSETS

$

529,121,259‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

458,526,417‌

Distributable

Earnings

70,594,842‌

NET

ASSETS

$

529,121,259‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

Investor

Shares

3,983,001‌

Institutional

Shares

6,544,512‌

Institutional

Plus

Shares

5,278,219‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE

Investor

Shares

(based

on

net

assets

of

$132,811,392)

$

33.34‌

Institutional

Shares

(based

on

net

assets

of

$219,228,736)

$

33.50‌

Institutional

Plus

Shares

(based

on

net

assets

of

$177,081,131)

$

33.55‌

10

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

MIDCAP

GROWTH

FUND

STATEMENT

OF

OPERATIONS

YEAR

ENDED

JUNE

30,

2024

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$23,912)

$

3,321,904‌

Total

Investment

Income

3,321,904‌

EXPENSES

Investment

adviser

fees

4,161,376‌

Fund

services

fees

394,481‌

Transfer

agent

fees:

Investor

Shares

27,898‌

Institutional

Shares

7,443‌

Institutional

Plus

Shares

4,838‌

Custodian

fees

63,033‌

Registration

fees:

Investor

Shares

16,929‌

Institutional

Shares

16,211‌

Institutional

Plus

Shares

17,918‌

Professional

fees

81,370‌

Trustees'

fees

and

expenses

23,361‌

Other

expenses

96,839‌

Total

Expenses

4,911,697‌

Fees

waived

(270,298‌)

Net

Expenses

4,641,399‌

NET

INVESTMENT

LOSS

(1,319,495‌)

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

on

investments

29,664,974‌

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

9,987,698‌

NET

REALIZED

AND

UNREALIZED

GAIN

39,652,672‌

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

38,333,177‌

11

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

MIDCAP

GROWTH

FUND

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

For

the

Years

Ended

June

30,

2024

2023

OPERATIONS

Net

investment

loss

$

(1,319,495‌)

$

(1,836,407‌)

Net

realized

gain

(loss)

29,664,974‌

(62,274,420‌)

Net

change

in

unrealized

appreciation

(depreciation)

9,987,698‌

147,896,166‌

Increase

in

Net

Assets

Resulting

from

Operations

38,333,177‌

83,785,339‌

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares:

Investor

Shares

9,054,453‌

9,469,347‌

Institutional

Shares

15,648,066‌

24,238,703‌

Institutional

Plus

Shares

23,347,127‌

50,503,295‌

Redemption

of

shares:

Investor

Shares

(48,679,959‌)

(54,495,292‌)

Institutional

Shares

(58,573,179‌)

(41,357,857‌)

Institutional

Plus

Shares

(38,141,409‌)

(109,891,125‌)

Decrease

in

Net

Assets

from

Capital

Share

Transactions

(97,344,901‌)

(121,532,929‌)

Decrease

in

Net

Assets

(59,011,724‌)

(37,747,590‌)

NET

ASSETS

Beginning

of

Year

588,132,983‌

625,880,573‌

End

of

Year

$

529,121,259‌

$

588,132,983‌

SHARE

TRANSACTIONS

Sale

of

shares:

Investor

Shares

277,060‌

331,832‌

Institutional

Shares

475,454‌

855,935‌

Institutional

Plus

Shares

730,558‌

1,793,679‌

Redemption

of

shares:

Investor

Shares

(1,534,257‌)

(1,938,396‌)

Institutional

Shares

(1,862,941‌)

(1,456,723‌)

Institutional

Plus

Shares

(1,182,450‌)

(3,814,290‌)

Decrease

in

Shares

(3,096,576‌)

(4,227,963‌)

12

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

MIDCAP

GROWTH

FUND

FINANCIAL

HIGHLIGHTS

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

year

.

For

the

Years

Ended

June

30,

2024

2023

2022

2021

2020

INVESTOR

SHARES

NET

ASSET

VALUE,

Beginning

of

Year

$

31.01‌

$

26.98‌

$

38.01‌

$

29.48‌

$

25.83‌

INVESTMENT

OPERATIONS

Net

investment

loss

(a)

(0.09‌)

(0.09‌)

(0.20‌)

(0.18‌)

(0.08‌)

Net

realized

and

unrealized

gain

(loss)

2.42‌

4.12‌

(9.75‌)

8.81‌

3.93‌

Total

from

Investment

Operations

2.33‌

4.03‌

(9.95‌)

8.63‌

3.85‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

realized

gain

–‌

–‌

(1.08‌)

(0.11‌)

(0.24‌)

Total

Distributions

to

Shareholders

–‌

–‌

(1.08‌)

(0.11‌)

(0.24‌)

REDEMPTION

FEES(a)

–‌

–‌

0.00‌(b)

0.01‌

0.04‌

NET

ASSET

VALUE,

End

of

Year

$

33.34‌

$

31.01‌

$

26.98‌

$

38.01‌

$

29.48‌

TOTAL

RETURN

7.51‌%

14.94‌%

(26.97‌)%

29.33‌%

15.14‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000s

omitted)

$

132,811‌

$

162,503‌

$

184,717‌

$

307,341‌

$

243,855‌

Ratios

to

Average

Net

Assets:

Net

investment

loss

(0.28‌)%

(0.33‌)%

(0.55‌)%

(0.54‌)%

(0.28‌)%

Net

expenses

0.88‌%

0.87‌%

0.85‌%

0.89‌%

0.98‌%

Gross

expenses

(d)

0.90‌%

0.89‌%

0.86‌%

0.91‌%(c)

1.01‌%(c)

PORTFOLIO

TURNOVER

RATE

29‌%

27‌%

35‌%

30‌%

31‌%

footertext

(a)

Calculated

based

on

average

shares

outstanding

during

each

year.

(b)

Less

than

$0.01

per

share.

(c)

Ratio

includes

recoupment,

which

amounted

to

0.03%

and

0.06%,

respectively.

(d)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

13

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

MIDCAP

GROWTH

FUND

FINANCIAL

HIGHLIGHTS

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

period

.

For

the

Years

Ended

June

30,

2024

2023

2022

2021

2020

INSTITUTIONAL

SHARES

NET

ASSET

VALUE,

Beginning

of

Year

$

31.14‌

$

27.09‌

$

38.15‌

$

29.57‌

$

25.88‌

INVESTMENT

OPERATIONS

Net

investment

loss

(a)

(0.08‌)

(0.09‌)

(0.19‌)

(0.17‌)

(0.04‌)

Net

realized

and

unrealized

gain

(loss)

2.44‌

4.14‌

(9.79‌)

8.86‌

3.97‌

Total

from

Investment

Operations

2.36‌

4.05‌

(9.98‌)

8.69‌

3.93‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

realized

gain

–‌

–‌

(1.08‌)

(0.11‌)

(0.24‌)

Total

Distributions

to

Shareholders

–‌

–‌

(1.08‌)

(0.11‌)

(0.24‌)

REDEMPTION

FEES(a)

–‌

–‌

–‌

0.00‌(b)

0.00‌(b)

NET

ASSET

VALUE,

End

of

Year

$

33.50‌

$

31.14‌

$

27.09‌

$

38.15‌

$

29.57‌

TOTAL

RETURN

7.58‌%

14.95‌%

(26.95‌)%

29.41‌%

15.26‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000s

omitted)

$

219,229‌

$

247,019‌

$

231,134‌

$

406,489‌

$

122,454‌

Ratios

to

Average

Net

Assets:

Net

investment

loss

(0.25‌)%

(0.32‌)%

(0.53‌)%

(0.50‌)%

(0.15‌)%

Net

expenses

0.84‌%

0.85‌%

0.83‌%

0.85‌%

0.85‌%

Gross

expenses

(c)

0.88‌%

0.87‌%

0.85‌%

0.86‌%

0.94‌%

PORTFOLIO

TURNOVER

RATE

29‌%

27‌%

35‌%

30‌%

31‌%

footertext

(a)

Calculated

based

on

average

shares

outstanding

during

each

year.

(b)

Less

than

$0.01

per

share.

(c)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

14

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

MIDCAP

GROWTH

FUND

FINANCIAL

HIGHLIGHTS

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

period

.

For

the

Years

Ended

June

30,

November

1,

2021

(a)

Through

June

30,

2022

2024

2023

INSTITUTIONAL

PLUS

SHARES

NET

ASSET

VALUE,

Beginning

of

Period

$

31.17‌

$

27.10‌

$

38.47‌

INVESTMENT

OPERATIONS

Net

investment

loss

(b)

(0.06‌)

(0.07‌)

(0.08‌)

Net

realized

and

unrealized

gain

(loss)

2.44‌

4.14‌

(10.21‌)

Total

from

Investment

Operations

2.38‌

4.07‌

(10.29‌)

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

realized

gain

–‌

–‌

(1.08‌)

Total

Distributions

to

Shareholders

–‌

–‌

(1.08‌)

NET

ASSET

VALUE,

End

of

Period

$

33.55‌

$

31.17‌

$

27.10‌

TOTAL

RETURN

7.64‌%

15.02‌%

(27.53‌)%(c)

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Period

(000s

omitted)

$

177,081‌

$

178,611‌

$

210,030‌

Ratios

to

Average

Net

Assets:

Net

investment

loss

(0.19‌)%

(0.26‌)%

(0.44‌)%(d)

Net

expenses

0.78‌%

0.79‌%

0.79‌%(d)

Gross

expenses

(e)

0.88‌%

0.88‌%

0.90‌%(d)

PORTFOLIO

TURNOVER

RATE

29‌%

27‌%

35‌%(c)

footertext

(a)

Commencement

of

operations.

(b)

Calculated

based

on

average

shares

outstanding

during

each

period.

(c)

Not

annualized.

(d)

Annualized.

(e)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

15

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

SMALL

CAP

GROWTH

FUND

SCHEDULE

OF

INVESTMENTS

JUNE

30,

2024

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

as

of

June

30,

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

-

93.5%

Consumer

Discretionary

-

8.0%

21,783‌

Bright

Horizons

Family

Solutions,

Inc.

(a)

$

2,397,873‌

47,208‌

CarMax,

Inc.

(a)

3,462,235‌

24,632‌

Floor

&

Decor

Holdings,

Inc.,

Class A

(a)

2,448,667‌

15,811‌

Murphy

USA,

Inc.

7,422,632‌

15,731,407‌

Consumer

Staples

-

3.5%

262,700‌

Utz

Brands,

Inc.

4,371,328‌

11,680‌

WD-40

Co.

2,565,395‌

6,936,723‌

Financials

-

12.5%

79,281‌

EVERTEC,

Inc.

2,636,093‌

71,625‌

Goosehead

Insurance,

Inc.,

Class A

(a)

4,114,140‌

57,390‌

Hamilton

Lane,

Inc.,

Class A

7,092,256‌

13,971‌

Kinsale

Capital

Group,

Inc.

5,382,747‌

12,208‌

Morningstar,

Inc.

3,611,737‌

63,528‌

Trupanion,

Inc.

(a)

1,867,723‌

24,704,696‌

Health

Care

-

15.7%

5,218‌

Atrion

Corp.

2,360,780‌

93,467‌

Bio-Techne

Corp.

6,696,911‌

21,421‌

Charles

River

Laboratories

International,

Inc.

(a)

4,425,150‌

48,128‌

CryoPort,

Inc.

(a)

332,564‌

50,850‌

HealthEquity,

Inc.

(a)

4,383,270‌

44,066‌

LeMaitre

Vascular,

Inc.

3,625,750‌

12,081‌

Medpace

Holdings,

Inc.

(a)

4,975,560‌

33,326‌

Repligen

Corp.

(a)

4,201,076‌

31,001,061‌

Industrials

-

26.4%

33,698‌

Casella

Waste

Systems,

Inc.

(a)

3,343,516‌

147,381‌

Core

&

Main,

Inc.,

Class A

(a)

7,212,826‌

17,622‌

CSW

Industrials,

Inc.

4,675,293‌

150,162‌

Douglas

Dynamics,

Inc.

3,513,791‌

38,945‌

Exponent,

Inc.

3,704,448‌

49,900‌

HEICO

Corp.,

Class A

8,858,248‌

22,615‌

John

Bean

Technologies

Corp.

2,147,747‌

11,171‌

Kadant,

Inc.

3,281,816‌

18,435‌

Simpson

Manufacturing

Co.,

Inc.

3,106,851‌

31,035‌

SiteOne

Landscape

Supply,

Inc.

(a)

3,767,959‌

103,932‌

WillScot

Mobile

Mini

Holdings

Corp.

(a)

3,912,000‌

83,353‌

WNS

Holdings,

Ltd.

(a)

4,376,032‌

51,900,527‌

Shares

Security

Description

Value

Information

Technology

-

23.2%

64,586‌

Alarm.com

Holdings,

Inc.

(a)

$

4,103,794‌

25,631‌

Appfolio,

Inc.

(a)

6,268,574‌

50,400‌

Endava

PLC,

ADR

(a)

1,473,696‌

55,589‌

Guidewire

Software,

Inc.

(a)

7,665,167‌

22,831‌

Manhattan

Associates,

Inc.

(a)

5,631,951‌

35,489‌

Novanta,

Inc.

(a)

5,788,611‌

58,761‌

Procore

Technologies,

Inc.

(a)

3,896,442‌

17,152‌

SPS

Commerce,

Inc.

(a)

3,227,320‌

48,706‌

The

Descartes

Systems

Group,

Inc.

(a)

4,716,689‌

38,338‌

Workiva,

Inc.

(a)

2,798,291‌

45,570,535‌

Materials

-

4.2%

22,968‌

Eagle

Materials,

Inc.

4,994,621‌

407,339‌

Perimeter

Solutions

SA

(a)

3,189,465‌

8,184,086‌

Total

Common

Stock

(Cost

$164,404,637)

184,029,035‌

Money

Market

Fund

-

5.0%

9,766,296‌

First

American

Treasury

Obligations

Fund,

Class X,

5.21%

(b)

(Cost

$9,766,296)

9,766,296‌

Investments,

at

value

-

98.5%

(Cost

$174,170,933)

$

193,795,331‌

Other

Assets

&

Liabilities,

Net

-

1.5%

2,950,360‌

Net

Assets

-

100.0%

$

196,745,691‌

ADR

American

Depositary

Receipt

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

June

30,

2024.

16

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

SMALL

CAP

GROWTH

FUND

SCHEDULE

OF

INVESTMENTS

JUNE

30,

2024

The

Level

1

value

displayed

in

this

table

is

Common

Stock

and

a

Money

Market

Fund.

Refer

to

this

Schedule

of

Investments

for

a

further

breakout

of

each

security

by

industry.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

193,795,331‌

Level

2

-

Other

Significant

Observable

Inputs

–‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

193,795,331‌

PORTFOLIO

HOLDINGS

(Unaudited)

%

of

Total

Net

Assets

Consumer

Discretionary

8.0‌%

Consumer

Staples

3.5‌%

Financials

12.5‌%

Health

Care

15.7‌%

Industrials

26.4‌%

Information

Technology

23.2‌%

Materials

4.2‌%

Money

Market

Fund

5.0‌%

Other

Assets

&

Liabilities,

Net

1.5‌%

100.0%

17

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

SMALL

CAP

GROWTH

FUND

STATEMENT

OF

ASSETS

AND

LIABILITIES

JUNE

30,

2024

ASSETS

Investments,

at

value

(Cost

$174,170,933)

$

193,795,331‌

Receivables:

Fund

shares

sold

3,038,460‌

Investment

securities

sold

219,256‌

Dividends

97,654‌

Prepaid

expenses

18,983‌

Total

Assets

197,169,684‌

LIABILITIES

Payables:

Fund

shares

redeemed

68,260‌

Accrued

Liabilities:

Investment

adviser

fees

310,425‌

Fund

services

fees

11,907‌

Other

expenses

33,401‌

Total

Liabilities

423,993‌

NET

ASSETS

$

196,745,691‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

189,769,795‌

Distributable

Earnings

6,975,896‌

NET

ASSETS

$

196,745,691‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

Investor

Shares

1,025,633‌

Institutional

Shares

7,751,278‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE

Investor

Shares

(based

on

net

assets

of

$22,859,346)

$

22.29‌

Institutional

Shares

(based

on

net

assets

of

$173,886,345)

$

22.43‌

18

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

SMALL

CAP

GROWTH

FUND

STATEMENT

OF

OPERATIONS

YEAR

ENDED

JUNE

30,

2024

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$3,001)

$

706,383‌

Total

Investment

Income

706,383‌

EXPENSES

Investment

adviser

fees

953,643‌

Fund

services

fees

97,727‌

Transfer

agent

fees:

Investor

Shares

20,379‌

Institutional

Shares

20,995‌

Custodian

fees

10,909‌

Registration

fees:

Investor

Shares

17,436‌

Institutional

Shares

18,140‌

Professional

fees

39,910‌

Trustees'

fees

and

expenses

9,265‌

Other

expenses

54,264‌

Total

Expenses

1,242,668‌

Fees

waived

(163,512‌)

Net

Expenses

1,079,156‌

NET

INVESTMENT

LOSS

(372,773‌)

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

loss

on

investments

(2,649,453‌)

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

7,765,496‌

NET

REALIZED

AND

UNREALIZED

GAIN

5,116,043‌

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

4,743,270‌

19

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

SMALL

CAP

GROWTH

FUND

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

For

the

Years

Ended

June

30,

2024

2023

OPERATIONS

Net

investment

loss

$

(372,773‌)

$

(386,670‌)

Net

realized

loss

(2,649,453‌)

(3,935,756‌)

Net

change

in

unrealized

appreciation

(depreciation)

7,765,496‌

15,764,375‌

Increase

in

Net

Assets

Resulting

from

Operations

4,743,270‌

11,441,949‌

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares:

Investor

Shares

7,672,280‌

3,150,734‌

Institutional

Shares

106,816,162‌

17,206,517‌

Redemption

of

shares:

Investor

Shares

(4,201,324‌)

(5,357,981‌)

Institutional

Shares

(12,041,037‌)

(11,637,151‌)

Increase

in

Net

Assets

from

Capital

Share

Transactions

98,246,081‌

3,362,119‌

Increase

in

Net

Assets

102,989,351‌

14,804,068‌

NET

ASSETS

Beginning

of

Year

93,756,340‌

78,952,272‌

End

of

Year

$

196,745,691‌

$

93,756,340‌

SHARE

TRANSACTIONS

Sale

of

shares:

Investor

Shares

335,266‌

165,332‌

Institutional

Shares

4,680,496‌

895,548‌

Redemption

of

shares:

Investor

Shares

(190,911‌)

(279,318‌)

Institutional

Shares

(544,463‌)

(610,175‌)

Increase

in

Shares

4,280,388‌

171,387‌

20

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

SMALL

CAP

GROWTH

FUND

FINANCIAL

HIGHLIGHTS

JUNE

30,

2024

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

year

.

For

the

Years

Ended

June

30,

2024

2023

2022

2021

2020

INVESTOR

SHARES

NET

ASSET

VALUE,

Beginning

of

Year

$

20.76‌

$

18.19‌

$

24.94‌

$

18.38‌

$

17.10‌

INVESTMENT

OPERATIONS

Net

investment

loss

(a)

(0.10‌)

(0.10‌)

(0.15‌)

(0.13‌)

(0.09‌)

Net

realized

and

unrealized

gain

(loss)

1.63‌

2.67‌

(6.01‌)

7.16‌

1.63‌

Total

from

Investment

Operations

1.53‌

2.57‌

(6.16‌)

7.03‌

1.54‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

realized

gain

–‌

–‌

(0.60‌)

(0.48‌)

(0.26‌)

Total

Distributions

to

Shareholders

–‌

–‌

(0.60‌)

(0.48‌)

(0.26‌)

REDEMPTION

FEES(a)

–‌

–‌

0.01‌

0.01‌

0.00‌(b)

NET

ASSET

VALUE,

End

of

Year

$

22.29‌

$

20.76‌

$

18.19‌

$

24.94‌

$

18.38‌

TOTAL

RETURN

7.37‌%

14.13‌%

(25.32‌)%

38.60‌%

9.08‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000s

omitted)

$

22,859‌

$

18,295‌

$

18,105‌

$

29,472‌

$

8,394‌

Ratios

to

Average

Net

Assets:

Net

investment

loss

(0.44‌)%

(0.54‌)%

(0.64‌)%

(0.58‌)%

(0.50‌)%

Net

expenses

1.04‌%

1.05‌%

1.05‌%

1.05‌%

1.05‌%

Gross

expenses

(c)

1.25‌%

1.30‌%

1.23‌%

1.30‌%

1.66‌%

PORTFOLIO

TURNOVER

RATE

30‌%

41‌%

46‌%

34‌%

38‌%

footertext

(a)

Calculated

based

on

average

shares

outstanding

during

each

year.

(b)

Less

than

$0.01

per

share.

(c)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

21

DF

DENT

GROWTH

FUNDS

See

Notes

to

Financial

Statements.

DF

DENT

SMALL

CAP

GROWTH

FUND

FINANCIAL

HIGHLIGHTS

JUNE

30,

2024

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

year

.

For

the

Years

Ended

June

30,

2024

2023

2022

2021

2020

INSTITUTIONAL

SHARES

NET

ASSET

VALUE,

Beginning

of

Year

$

20.87‌

$

18.27‌

$

25.03‌

$

18.42‌

$

17.13‌

INVESTMENT

OPERATIONS

Net

investment

loss

(a)

(0.07‌)

(0.08‌)

(0.12‌)

(0.11‌)

(0.07‌)

Net

realized

and

unrealized

gain

(loss)

1.63‌

2.68‌

(6.04‌)

7.20‌

1.62‌

Total

from

Investment

Operations

1.56‌

2.60‌

(6.16‌)

7.09‌

1.55‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

realized

gain

–‌

–‌

(0.60‌)

(0.48‌)

(0.26‌)

Total

Distributions

to

Shareholders

–‌

–‌

(0.60‌)

(0.48‌)

(0.26‌)

REDEMPTION

FEES(a)

–‌

–‌

–‌

0.00‌(b)

0.00‌(b)

NET

ASSET

VALUE,

End

of

Year

$

22.43‌

$

20.87‌

$

18.27‌

$

25.03‌

$

18.42‌

TOTAL

RETURN

7.48‌%

14.23‌%

(25.27‌)%

38.79‌%

9.12‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000s

omitted)

$

173,886‌

$

75,462‌

$

60,847‌

$

52,591‌

$

14,626‌

Ratios

to

Average

Net

Assets:

Net

investment

loss

(0.31‌)%

(0.43‌)%

(0.52‌)%

(0.49‌)%

(0.40‌)%

Net

expenses

0.94‌%

0.95‌%

0.95‌%

0.95‌%

0.95‌%

Gross

expenses

(c)

1.07‌%

1.12‌%

1.09‌%

1.18‌%

1.72‌%

PORTFOLIO

TURNOVER

RATE

30‌%

41‌%

46‌%

34‌%

38‌%

footertext

(a)

Calculated

based

on

average

shares

outstanding

during

each

year.

(b)

Less

than

$0.01

per

share.

(c)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

22

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

JUNE

30,

2024

Note

1.

Organization

DF

Dent

Premier

Growth

Fund,

DF

Dent

Midcap

Growth

Fund,

and

DF

Dent

Small

Cap

Growth

Fund

(individually,

a

“Fund”

and

collectively,

the

“Funds”)

are

diversified

portfolios

of

Forum

Funds

(the

“Trust”).

The

Trust

is

a

Delaware

statutory

trust

that

is

registered

as

an

open-end,

management

investment

company

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“Act”).

Under

its

Trust

Instrument,

the

Trust

is

authorized

to

issue

an

unlimited

number

of

each

Fund’s

shares

of

beneficial

interest

without

par

value.

DF

Dent

Premier

Growth

Fund

commenced

operations

on

July

16,

2001.

DF

Dent

Midcap

Growth

Fund’s

Investor

Shares,

Institutional

Shares,

and

Institutional

Plus

Shares

commenced

operations

on

July

1,

2011,

November

29,

2017,

and

December

3,

2021,

respectively.

DF

Dent

Small

Cap

Growth

Fund’s

Investor

Shares

and

Institutional

Shares

commenced

operations

on

November

1,

2013

and

November

20,

2017,

respectively.

The

Funds

seek

long-term

capital

appreciation.

Note

2.

Summary

of

Significant

Accounting

Policies

The

Funds

are

investment

companies

and

follow

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

each

Fund:

Security

Valuation

–

Securities

are

valued

at

market

prices

using

the

last

quoted

trade

or

official

closing

price

from

the

principal

exchange

where

the

security

is

traded,

as

provided

by

independent

pricing

services

on

each

Fund

business

day.

In

the

absence

of

a

last

trade,

securities

are

valued

at

the

mean

of

the

last

bid

and

ask

price

provided

by

the

pricing

service.

Shares

of

non-exchange

traded

open-end

mutual

funds

are

valued

at

net

asset

value

per

share

(“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

each

Fund’s

valuation

designee

to

perform

any

fair

value

determinations

for

securities

and

other

assets

held

by

each

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

each

Fund’s

compliance

program

and

will

review

any

changes

made

to

the

procedures.

23

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

JUNE

30,

2024

The

Adviser

provides

fair

valuation

inputs.

In

determining

fair

valuations,

inputs

may

include

market-based

analytics

that

may

consider

related

or

comparable

assets

or

liabilities,

recent

transactions,

market

multiples,

book

values

and

other

relevant

investment

information.

Adviser

inputs

may

include

an

income-based

approach

in

which

the

anticipated

future

cash

flows

of

the

investment

are

discounted

in

determining

fair

value.

Discounts

may

also

be

applied

based

on

the

nature

or

duration

of

any

restrictions

on

the

disposition

of

the

investments.

The

Adviser

performs

regular

reviews

of

valuation

methodologies,

key

inputs

and

assumptions,

disposition

analysis

and

market

activity.

Fair

valuation

is

based

on

subjective

factors

and,

as

a

result,

the

fair

value

price

of

an

investment

may

differ

from

the

security’s

market

price

and

may

not

be

the

price

at

which

the

asset

may

be

sold.

Fair

valuation

could

result

in

a

different

NAV

than

a

NAV

determined

by

using

market

quotes.

GAAP

has

a

three-tier

fair

value

hierarchy.

The

basis

of

the

tiers

is

dependent

upon

the

various

“inputs”

used

to

determine

the

value

of

each

Fund’s

investments.

These

inputs

are

summarized

in

the

three

broad

levels

listed

below:

Level

1

-

Quoted

prices

in

active

markets

for

identical

assets

and

liabilities.

Level

2

-

Prices

determined

using

significant

other

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

prepayment

speeds,

credit

risk,

etc.).

Short-term

securities

with

maturities

of

sixty

days

or

less

are

valued

at

amortized

cost,

which

approximates

market

value,

and

are

categorized

as

Level

2

in

the

hierarchy.

Municipal

securities,

long-term

U.S.

government

obligations

and

corporate

debt

securities

are

valued

in

accordance

with

the

evaluated

price

supplied

by

a

pricing

service

and

generally

categorized

as

Level

2

in

the

hierarchy.

Other

securities

that

are

categorized

as

Level

2

in

the

hierarchy

include,

but

are

not

limited

to,

warrants

that

do

not

trade

on

an

exchange,

securities

valued

at

the

mean

between

the

last

reported

bid

and

ask

quotation

and

international

equity

securities

valued

by

an

independent

third

party

with

adjustments

for

changes

in

value

between

the

time

of

the

securities’

respective

local

market

closes

and

the

close

of

the

U.S.

market.

Level

3

-

Significant

unobservable

inputs

(including

each

Fund’s

own

assumptions

in

determining

the

fair

value

of

investments).

The

aggregate

value

by

input

level,

as

of

June

30,

2024,

for

each

Fund’s

investments

is

included

at

the

end

of

each

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.

24

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

JUNE

30,

2024

Distributions

to

Shareholders

–

Each

Fund

declares

any

dividends

from

net

investment

income

and

pays

them

annually.

Any

net

capital

gains

realized

by

the

Funds

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

each

Fund,

timing

differences

and

differing

characterizations

of

distributions

made

by

each

Fund.

Federal

Taxes

–

Each

Fund

intends

to

continue

to

qualify

each

year

as

a

regulated

investment

company

under

Subchapter

M

of

Chapter

1,

Subtitle

A,

of

the

Internal

Revenue

Code

of

1986,

as

amended

(“Code”),

and

to

distribute

all

of

its

taxable

income

to

shareholders.

In

addition,

by

distributing

in

each

calendar

year

substantially

all

of

their

net

investment

income

and

capital

gains,

if

any,

the

Funds

will

not

be

subject

to

a

federal

excise

tax.

Therefore,

no

federal

income

or

excise

tax

provision

is

required.

Each

Fund

recognizes

interest

and

penalties,

if

any,

related

to

unrecognized

tax

benefits

as

income

tax

expense

in

the

Statements

of

Operations.

During

the

year,

each

Fund

did

not

incur

any

interest

or

penalties.

Each

Fund

files

a

U.S.

federal

income

and

excise

tax

return

as

required.

Each

Fund’s

federal

income

tax

returns

are

subject

to

examination

by

the

Internal

Revenue

Service

for

a

period

of

three

fiscal

years

after

they

are

filed.

As

of

June

30,

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.

The

DF

Dent

Midcap

Growth

Fund's

and

DF

Dent

Small

Cap

Growth

Fund's

class-specific

expenses

are

charged

to

the

operations

of

that

class

of

shares.

Income

and

expenses

(other

than

expenses

attributable

to

a

specific

class)

and

realized

and

unrealized

gains

or

losses

on

investments

are

allocated

to

each

class

of

shares

based

on

the

class’

respective

net

assets

to

the

total

net

assets

of

each

Fund.

Commitments

and

Contingencies

–

In

the

normal

course

of

business,

each

Fund

enters

into

contracts

that

provide

general

indemnifications

by

each

Fund

to

the

counterparty

to

the

contract.

Each

Fund’s

maximum

exposure

under

these

arrangements

is

dependent

on

future

claims

that

may

be

made

against

each

Fund

and,

therefore,

cannot

be

estimated;

however,

based

on

experience,

the

risk

of

loss

from

such

claims

is

considered

remote.

Each

Fund

has

determined

that

none

of

these

arrangements

requires

disclosure

on

each

Fund’s

statement

of

assets

and

liabilities.

Note

3.

Fees

and

Expenses

Investment

Adviser

–

D.F.

Dent

and

Company,

Inc.

(the

“Adviser”)

is

the

investment

adviser

to

the

Funds.

Pursuant

to

an

investment

advisory

agreement,

the

Adviser

receives

an

advisory

fee,

payable

monthly,

at

an

annual

rate

of

0.99%,

0.75%,

and

0.85%

of

the

average

daily

net

assets

of

DF

Dent

Premier

Growth

Fund,

DF

Dent

Midcap

Growth

Fund

and

DF

Dent

Small

Cap

Growth

Fund,

respectively.

25

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

JUNE

30,

2024

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

Funds.

The

Funds

do

not

have

a

distribution

(12b-1)

plan;

accordingly,

the

Distributor

does

not

receive

compensation

from

the

Funds

for

its

distribution

services.

The

Adviser

compensates

the

Distributor

directly

for

its

services.

The

Distributor

is

not

affiliated

with

the

Adviser

or

Atlantic

Fund

Administration,

LLC,

a

wholly

owned

subsidiary

of

Apex

US

Holdings

LLC

(d/b/a

Apex

Fund

Services)

(“Apex”)

or

their

affiliates.

Other

Service

Providers

–

Apex

provides

fund

accounting,

fund

administration,

compliance

and

transfer

agency

services

to

each

Fund.

The

fees

related

to

these

services

are

included

in

Fund

services

fees

within

the

Statements

of

Operations.

Apex

also

provides

certain

shareholder

report

production

and

EDGAR

conversion

and

filing

services.

Pursuant

to

an

Apex

Services

Agreement,

each

Fund

pays

Apex

customary

fees

for

its

services.

Apex

provides

a

Principal

Executive

Officer,

a

Principal

Financial

Officer,

a

Chief

Compliance

Officer

and

an

Anti-

Money

Laundering

Officer

to

each

Fund,

as

well

as

certain

additional

compliance

support

functions.

Trustees

and

Officers

–

Each

Independent

Trustee’s

annual

retainer

is

$45,000

($55,000

for

the

Chairman).

The

Audit

Committee

Chairman

receives

an

additional

$2,000

annually.

The

Trustees

and

the

Chairman

may

receive

additional

fees

for

special

Board

meetings.

Each

Trustee

is

also

reimbursed

for

all

reasonable

out-of-

pocket

expenses

incurred

in

connection

with

his

or

her

duties

as

a

Trustee,

including

travel

and

related

expenses

incurred

in

attending

Board

meetings.

The

amount

of

Trustees’

fees

attributable

to

each

Fund

is

disclosed

in

the

Statements

of

Operations.

Certain

officers

of

the

Trust

are

also

officers

or

employees

of

the

above

named

service

providers,

and

during

their

terms

of

office

received

no

compensation

from

each

Fund.

Note

4.

Expense

Reimbursement

and

Fees

Waived

The

Adviser

has

contractually

agreed

to

waive

a

portion

of

its

fee

and/or

reimburse

Fund

expenses

to

limit

Total

Annual

Fund

Operating

Expenses

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

and

extraordinary

expenses)

to

0.99%,

through

October

31,

2025

(the

“Expense

Cap”).

Additionally,

the

Adviser

has

contractually

agreed

to

waive

a

portion

of

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,

and

extraordinary

expenses)

of

Investor

Shares,

Institutional

Shares

and

Institutional

Plus

Shares

to

0.98%,

0.85%,

and

0.79%,

respectively,

through

October

31,

2025,

for

DF

Dent

Midcap

Growth

Fund.

The

Adviser

has

also

contractually

agreed

to

waive

a

portion

of

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,

and

extraordinary

expenses)

of

Investor

Shares

and

Institutional

Shares

to

1.05%

and

0.95%,

respectively,

through

October

31,

2025,

for

DF

Dent

Small

Cap

Growth

Fund.

The

Expense

Cap

may

only

be

raised

or

eliminated

with

the

consent

of

the

Board

of

Trustees.

Other

fund

service

providers

have

agreed

to

waive

a

portion

of

their

fees

and

such

waivers

may

be

changed

or

eliminated

with

the

approval

of

the

Board

of

Trustees

of

the

Trust.

For

the

year

ended

June

30,

2024

,

fees

waived

and

expenses

reimbursed

were

as

follows:

26

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

JUNE

30,

2024

The

Adviser

may

be

reimbursed

by

each

Fund

for

fees

waived

and

expenses

reimbursed

by

the

Adviser

pursuant

to

the

Expense

Cap

if

such

payment

is

made

within

three

years

of

the

fee

waiver

or

expense

reimbursement,

and

does

not

cause

the

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

to

exceed

the

lesser

of

(i)

the

then-current

expense

cap,

or

(ii)

the

expense

cap

in

place

at

the

time

the

fees/

expenses

were

waived/reimbursed.

As

of

June

30,

2024

,

$994,347,

$418,770

and

$398,081

are

subject

to

recoupment

by

the

Adviser

for

the

DF

Dent

Premier

Growth

Fund,

DF

Dent

Midcap

Growth

Fund,

and

DF

Dent

Small

Cap

Growth

Fund,

respectively.

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

June

30,

2024

,

were

as

follows:

Note

6.

Federal

Income

Tax

As

of

June

30,

2024

,

cost

for

federal

income

tax

purposes

and

net

unrealized

appreciation

consists

of:

Distributions

paid

during

the

fiscal

years

ended

as

noted

were

characterized

for

tax

purposes

as

follows:

Investment

Adviser

Fees

Waived

Other

Waivers

Total

Fees

Waived

DF

Dent

Premier

Growth

Fund

$

302,173

$

40,131

$

342,304

DF

Dent

Midcap

Growth

Fund

149,790

120,508

270,298

DF

Dent

Small

Cap

Growth

Fund

132,151

31,361

163,512

Purchases

Sales

DF

Dent

Premier

Growth

Fund

$

44,344,978

$

90,782,100

DF

Dent

Midcap

Growth

Fund

156,042,225

258,170,413

DF

Dent

Small

Cap

Growth

Fund

121,237,139

32,787,419

Tax

Cost

of

Investments

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

DF

Dent

Premier

Growth

Fund

$

103,056,315

$

129,320,148

$

(485,225)

$

128,834,923

DF

Dent

Midcap

Growth

Fund

406,157,858

150,763,941

(27,271,049)

123,492,892

DF

Dent

Small

Cap

Growth

Fund

179,314,613

25,737,640

(11,256,922)

14,480,718

Long-Term

Capital

Gain

Total

DF

Dent

Premier

Growth

Fund

2024

$

36,525,907

$

36,525,907

2023

–

–

DF

Dent

Midcap

Growth

Fund

2024

–

–

2023

–

–

DF

Dent

Small

Cap

Growth

Fund

2024

–

–

2023

–

–

27

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

NOTES

TO

FINANCIAL

STATEMENTS

JUNE

30,

2024

As

of

June

30,

2024

,

distributable

earnings/accumulated

loss

on

a

tax

basis

were

as

follows:

The

difference

between

components

of

distributable

earnings/accumulated

loss

on

a

tax

basis

and

the

amounts

reflected

in

the

Statements

of

Assets

and

Liabilities

are

primarily

due

to

wash

sales

and

equity

return

of

capital.

For

tax

purposes,

the

current

year

late-year

ordinary

loss

was

$

631,990

,

$1,192,139,

and

$198,571

for

the

DF

Dent

Premier

Growth

Fund,

DF

Dent

Midcap

Growth

Fund,

and

DF

Dent

Small

Cap

Growth

Fund,

respectively,

(realized

during

the

period

January

1,

2024

through

June

30,

2024

).

These

losses

will

be

recognized

for

tax

purposes

on

the

first

business

day

of

each

Fund’s

next

fiscal

year,

July

1,

202

4

.

As

of

June

30,

2024

,

the

DF

Dent

Midcap

Growth

Fund

and

DF

Dent

Small

Cap

Growth

Fund

had

$19,323,990

and

$1,

335,237

,

respectively,

of

available

short-term

capital

loss

carryforwards

and

the

DF

Dent

Midcap

Growth

Fund

and

DF

Dent

Small

Cap

Growth

Fund

had

$32,381,921

and

$5,971,014

,

respectively,

of

available

long-

term

capital

loss

carryforwards

that

have

no

expiration

date.

On

the

Statements

of

Assets

and

Liabilities,

as

a

result

of

permanent

book

to

tax

differences,

certain

amounts

have

been

reclassified

for

the

year

ended

June

30,

2024

.

The

following

reclassifications

were

the

result

of

current

year

net

operating

loss

and

differing

book/tax

treatment

of

the

deduction

of

dividends

paid

for

tax

purpose

and

have

no

impact

on

the

net

assets

of

each

Fund.

Note

7.

Subsequent

Events

Subsequent

events

occurring

after

the

date

of

this

report

through

the

date

these

financial

statements

were

issued

have

been

evaluated

for

potential

impact,

and

each

Fund

has

had

no

such

events.

Undistributed

Long-Term

Gain

Capital

and

Other

Losses

Net

Unrealized

Appreciation

Total

DF

Dent

Premier

Growth

Fund

$

19,826,318

$

(631,990)

$

128,834,923

$

148,029,251

DF

Dent

Midcap

Growth

Fund

–

(52,898,050)

123,492,892

70,594,842

DF

Dent

Small

Cap

Growth

Fund

–

(7,504,822)

14,480,718

6,975,896

Distributable

Earnings

Paid-in-Capital

DF

Dent

Premier

Growth

Fund

$

(1,509,299)

$

1,509,299

DF

Dent

Midcap

Growth

Fund

1,387,565

(1,387,565)

DF

Dent

Small

Cap

Growth

Fund

396,190

(396,190)

28

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

To

the

Shareholders

of

DF

Dent

Premier

Growth

Fund,

DF

Dent

Midcap

Growth

Fund

and

DF

Dent

Small

Cap

Growth

Fund

and

Board

of

Trustees

of

Forum

Funds

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statements

of

assets

and

liabilities,

including

the

schedules

of

investments,

of

DF

Dent

Premier

Growth

Fund,

DF

Dent

Midcap

Growth

Fund,

and

DF

Dent

Small

Cap

Growth

Fund

(the

“Funds”),

each

a

series

of

Forum

Funds,

as

of

June

30,

2024,

the

related

statements

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

Funds

as

of

June

30,

2024,

the

results

of

their

operations

for

the

year

then

ended,

and

changes

in

net

assets

and

the

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

Funds’

financial

highlights

for

the

years

ended

June

30,

2022,

and

prior,

were

audited

by

other

auditors

whose

report

dated

August

24,

2022,

expressed

an

unqualified

opinion

on

those

financial

highlights.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Funds’

management.

Our

responsibility

is

to

express

an

opinion

on

the

Funds’

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”)

and

are

required

to

be

independent

with

respect

to

the

Funds

in

accordance

with

the

U.S.

federal

securities

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

June

30,

2024,

by

correspondence

with

the

custodian

and

brokers;

when

replies

were

not

received

from

brokers,

we

performed

other

auditing

procedures.

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

Funds’

auditor

since

2023.

COHEN

&

COMPANY,

LTD.

Philadelphia,

Pennsylvania

August

26,

2024

29

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

IMPORTANT

TAX

INFORMATION

(Unaudited)

JUNE

30,

2024

Federal

Tax

Status

of

Dividends

Declared

during

the

Fiscal

Year

Pursuant

to

Section

852(b)(3)

of

the

Internal

Revenue

Code,

DF

Dent

Premier

Growth

Fund

designated

$36,525,907

as

long-term

capital

gain

dividends.

30

DF

DENT

GROWTH

FUNDS

DF

DENT

GROWTH

FUNDS

OTHER

INFORMATION

(Unaudited)

JUNE

30,

2024

Changes

in

and

Disagreements

with

Accountants

(Item

8

of

Form

N-CSR)

N/A

Proxy

Disclosure

(Item

9

of

Form

N-CSR)

N/A

Remuneration

Paid

to

Directors,

Officers,

and

Others

(Item

10

of

Form

N-CSR)

Please

see

financial

statements

in

Item

7.

Statement

Regarding

the

Basis

for

the

Board’s

Approval

of

Investment

Advisory

Contract

(Item

11

of

Form

N-CSR)

At

the

June

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

Funds

(the

“Advisory

Agreement”).

In

preparation

for

its

deliberations,

the

Board

requested

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

Funds

by

the

Adviser,

including

information

on

the

investment

performance

of

the

Funds;

(2)

the

costs

of

the

services

provided

and

profitability

to

the

Adviser

with

respect

to

its

relationship

with

each

Fund;

(3)

information

concerning

the

advisory

fee

and

total

expense

ratio

of

each

Fund,

including

a

comparison

to

the

fees

and

expenses

of

a

relevant

peer

group

of

funds;

(4)

the

extent

to

which

economies

of

scale

may

be

realized

as

each

Fund

grows

and

whether

the

advisory

fee

enables

investors

to

share

in

the

benefits

of

economies

of

scale;

and

(5)

other

benefits

received

by

the

Adviser

from

its

relationship

with

the

Funds.

The

Board

recognized

that

the

evaluation

process

with

respect

to

the

Adviser

was

an

ongoing

one

and,

in

this

regard,

the

Board

considered

information

provided

by

the

Adviser

at

regularly

scheduled

meetings

during

the

past

year.

Nature,

Extent

and

Quality

of

Services

Based

on

written

materials

received,

a

presentation

from

senior

representatives

of

the

Adviser

and

a

discussion

with

the

Adviser

about

the

Adviser’s

personnel,

operations

and

financial

condition,

the

Board

considered

the

quality

of

services

provided

by

the

Adviser

under

the

Advisory

Agreement.

In

this

regard,

the

Board

considered

information

regarding

the

experience,

qualifications

and

professional

background

of

the

portfolio

managers

and

other

personnel

at

the

Adviser

with

principal

responsibility

for

the

Funds,

as

well

as

the

investment

philosophy

and

decision-making

process

of

the

Adviser

and

the

capability

and

integrity

of

the

Adviser’s

senior

management

and

staff.

31

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GROWTH

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DENT

GROWTH

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OTHER

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2024

The

Board

considered

also

the

adequacy

of

the

Adviser’s

resources.

The

Board

noted

the

Adviser’s

representation

that

the

firm

is

in

stable

financial

condition,

that

the

firm

is

able

to

meet

its

expense

reimbursement

obligations

to

the

Funds,

and

that

the

firm

has

the

operational

capability

and

necessary

staffing

and

experience

to

continue

providing

high-quality

investment

advisory

services

to

the

Funds.

Based

on

the

presentation

and

the

materials

provided

by

the

Adviser

in

connection

with

the

Board’s

consideration

of

the

renewal

of

the

Advisory

Agreement,

the

Board

concluded

that,

overall,

it

was

satisfied

with

the

nature,

extent

and

quality

of

services

provided

to

the

Funds

under

the

Advisory

Agreement.

Performance

In

connection

with

a

presentation

by

the

Adviser

regarding

its

approach

to

managing

the

Funds,

the

Board

reviewed

the

performance

of

each

Fund

compared

to

its

respective

benchmark

and

to

a

peer

group

of

funds.

The

Board

observed

that

the

DF

Dent

Premier

Growth

Fund

underperformed

its

primary

benchmark

index,

the

S&P

500

Index,

for

the

one-,

three-,

five-,

and

10-year

periods

ended

March

31,

2024,

and

outperformed

the

S&P

500

Index

for

the

period

since

the

DF

Dent

Premier

Growth

Fund’s

inception

on

July

16,

2001.

The

Board

also

considered

the

DF

Dent

Premier

Growth

Fund’s

performance

relative

to

an

independent

peer

group

of

funds

identified

by

Strategic

Insight,

Inc.

(“Strategic

Insight”)

as

having

characteristics

similar

to

those

of

the

DF

Dent

Premier

Growth

Fund.

The

Board

observed

that,

based

on

information

provided

by

Strategic

Insight,

the

DF

Dent

Premier

Growth

Fund

underperformed

the

average

of

its

Strategic

Insight

peer

group

for

the

one-,

three-,

five-,

and

10-year

periods

ended

March

31,

2024.

The

Board

observed

that

the

DF

Dent

Midcap

Growth

Fund

underperformed

its

primary

benchmark

index,

the

Russell

Midcap

Growth

Index,

for

the

one-,

three-,

five-,

and

10-year

periods

ended

March

31,

2024,

and

outperformed

the

Russell

Midcap

Growth

Index

for

the

period

since

the

DF

Dent

Midcap

Growth

Fund’s

inception

on

July

1,

2011.

The

Board

observed

that

the

DF

Dent

Midcap

Growth

Fund

underperformed

the

average

of

its

Strategic

Insight

peer

group

for

the

one-

and

five-year

periods

ended

March

31,

2024,

and

outperformed

the

average

of

its

Strategic

Insight

peer

group

for

the

three-year

period

ended

March

31,

2024.

The

Board

observed

that

the

DF

Dent

Small

Cap

Growth

Fund

outperformed

its

primary

benchmark

index,

the

Russell

2000

Growth

Index,

for

the

one-,

three-,

five-,

and

10-year

periods

ended

March

31,

2024,

and

for

the

period

since

the

DF

Dent

Small

Cap

Growth

Fund’s

inception

on

November

1,

2013.

The

Board

observed

that

the

DF

Dent

Small

Cap

Growth

Fund

outperformed

the

average

of

its

Strategic

Insight

peer

group

for

the

one-,

three-,

and

five-year

periods

ended

March

31,

2024.

The

Board

considered

the

Adviser’s

representation

that

the

relative

underperformance

over

the

one-

and

three-

year

periods

for

each

of

the

DF

Dent

Premier

Growth

Fund

and

DF

Dent

Midcap

Growth

Fund

could

be

attributed,

in

part,

to

stock

selection

within

the

health

care

sector

and,

in

particular,

life

sciences

companies

that

benefitted

from

the

COVID-19

pandemic

but

had

begun

to

underperform

in

the

years

since

the

pandemic

subsided.

With

respect

to

the

DF

Dent

Premier

Growth

Fund,

the

Board

considered

further

the

Adviser’s

representation

that

the

DF

Dent

Premier

Growth

Fund’s

performance

was

also

negatively

impacted

by

underexposure

to

certain

mega-cap

stocks,

including

certain

of

the

“Magnificent

Seven”

stocks,

within

the

technology

sector

relative

to

32

DF

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GROWTH

FUNDS

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DENT

GROWTH

FUNDS

OTHER

INFORMATION

(Unaudited)

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30,

2024

the

index,

noting

that

such

mega-cap

stocks

drove

a

significant

portion

of

the

index’s

performance

over

recent

years.

The

Board

also

considered

the

Adviser’s

representation

that

each

of

the

Funds

is

designed

to

provide

long-term

capital

appreciation,

and

that

the

Funds

continued

to

show

the

ability

to

outperform

their

respective

benchmark

indices

over

the

long

term.

In

consideration

of

the

Adviser’s

investment

strategies

and

the

foregoing

performance

information,

among

other

considerations,

the

Board

determined

that

each

Fund

could

benefit

from

the

Adviser’s

continued

management

of

the

Funds.

Compensation

The

Board

evaluated

the

Adviser’s

compensation

for

providing

advisory

services

to

each

of

the

Funds

and

analyzed

comparative

information

on

actual

advisory

fee

rates

and

actual

total

expenses

of

the

Funds’

respective

Strategic

Insight

peer

groups.

The

Board

noted

that

the

net

advisory

fee

rate

for

each

Fund

was

higher

than

the

median

of

its

respective

Strategic

Insight

peer

group,

but

the

net

total

expense

ratio

for

each

Fund

was

less

than

the

median

of

its

respective

Strategic

Insight

peer

group.

The

Board

noted

that

the

Adviser’s

net

advisory

fee

rates

and

net

total

expense

ratios

for

each

Fund

were

within

a

reasonable

range

of

the

median

of

their

respective

peer

groups.

The

Board

also

noted

that

the

Adviser

had

in

place

a

contractual

expense

waiver

for

each

of

the

Funds,

pursuant

to

which

the

Adviser

continued

to

waive

a

portion

of

its

investment

advisory

fees

in

order

to

subsidize

the

Funds’

expenses.

Based

on

the

foregoing

and

other

relevant

factors,

the

Board

concluded

that

the

Adviser’s

current

advisory

fee

rates

charged

to

each

of

the

Funds

were

reasonable.

Cost

of

Services

and

Profitability

The

Board

considered

information

provided

by

the

Adviser

regarding

the

costs

of

services

and

its

profitability

with

respect

to

the

Funds.

In

this

regard,

the

Board

considered

the

Adviser’s

operating

expenses

and

other

resources

devoted

to

the

Funds,

as

well

as

the

information

provided

by

the

Adviser

regarding

costs

and

overall

profitability.

The

Board

noted

that

the

Adviser

had

in

place

a

contractual

expense

waiver

to

ensure

the

expense

ratios

for

the

Funds

remained

at

competitive

levels.

The

Board

also

noted

that

the

Adviser

had

committed

to

extending

the

expense

cap

arrangements

for

all

of

the

Funds

through

at

least

the

duration

of

the

current

Advisory

Agreement

renewal

period.

The

Board

further

noted

the

Adviser’s

representation

that

the

Funds

were

less

profitable

to

the

Adviser

than

the

Adviser’s

overall

investment

management

business

because,

although

the

Funds

represented

a

relatively

small

percentage

of

the

Adviser’s

total

assets

under

management,

the

Funds

represented

a

relatively

high

percentage

of

the

Adviser’s

overall

administrative,

reporting,

and

compliance

expenses.

Based

on

these

and

other

applicable

considerations,

the

Board

concluded

that

the

Adviser’s

profits

attributable

to

management

of

the

Funds

were

reasonable.

Economies

of

Scale

The

Board

evaluated

whether

the

Funds

would

benefit

from

any

economies

of

scale.

In

this

respect,

the

Board

considered

each

Fund’s

fee

structure,

asset

size,

and

net

expense

ratio,

giving

effect

to

each

Fund’s

expense

33

DF

DENT

GROWTH

FUNDS

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DENT

GROWTH

FUNDS

OTHER

INFORMATION

(Unaudited)

JUNE

30,

2024

waiver

agreement.

The

Board

reviewed

relevant

materials

and

discussed

whether

the

use

of

breakpoints

would

be

appropriate

at

this

time,

recognizing

that

an

analysis

of

economies

of

scale

is

most

relevant

when

a

fund

has

achieved

a

substantial

size

and

has

growing

assets

and

that,

if

a

fund’s

assets

are

stable

or

decreasing,

the

significance

of

economies

of

scale

may

be

reduced.

The

Board

observed

that,

although

the

DF

Dent

Midcap

Growth

Fund

experienced

periods

of

substantial

asset

growth

in

prior

periods,

the

DF

Dent

Midcap

Growth

Fund’s

assets

were

not

at

a

level

that

reflected

meaningful

economies

of

scale,

in

part,

due

to

a

recent

decline

in

assets.

Noting

the

relatively

low

asset

levels

for

the

DF

Dent

Premier

Growth

Fund

and

DF

Dent

Small

Cap

Growth

Fund,

the

decrease

in

the

DF

Dent

Premier

Growth

Fund’s

asset

levels

over

the

past

year,

the

existence

of

the

Adviser’s

ongoing

expense

limitation

arrangements,

as

well

as

the

Adviser’s

representation

that

the

level

of

the

Funds’

assets

had

not

provided

meaningful

economies

of

scale,

among

other

relevant

considerations,

the

Board

concluded

that

any

existing

economies

of

scale

were

captured

by

the

expense

cap

structures

of

the

Funds

and

that

the

advisory

fees

for

each

Fund

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,

aside

from

its

contractual

advisory

fees,

it

does

not

benefit

in

a

material

way

from

its

relationship

with

the

Funds.

Based

on

the

foregoing

representation,

the

Board

concluded

that

other

benefits

received

by

the

Adviser

from

its

relationship

with

the

Funds

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,

and

its

consideration

of

information

received

throughout

the

year

from

the

Adviser,

the

Board

determined,

in

the

exercise

of

its

business

judgment,

that

the

advisory

arrangement,

as

outlined

in

the

Advisory

Agreement,

was

fair

and

reasonable

in

light

of

the

services

performed

or

to

be

performed,

expenses

incurred

or

to

be

incurred

and

such

other

matters

as

the

Board

considered

relevant.

DF

Dent

Premier

Growth

Fund

–

DFDPX

DF

Dent

Midcap

Growth

Fund

Investor

Shares

–

DFDMX

DF

Dent

Midcap

Growth

Fund

Institutional

Shares

–

DFMGX

DF

Dent

Midcap

Growth

Fund

Institutional

Plus

Shares

–

DFMLX

DF

Dent

Small

Cap

Growth

Fund

Investor

Shares

–

DFDSX

DF

Dent

Small

Cap

Growth

Fund

Institutional

Shares

–

DFSGX

INVESTMENT

ADVISER

D.F.

Dent

and

Company,

Inc.

400

E.

Pratt

Street,

7th

Floor

Baltimore,

MD

21202

www.dfdent.com

TRANSFER

AGENT

Apex

Fund

Services

P.O.

Box

588

Portland,

ME

04112

(866)

2DF-DENT

www.apexgroup.com

DISTRIBUTOR

Foreside

Fund

Services,

LLC

Three

Canal

Plaza,

Suite

100

Portland,

ME

04101

www.foreside.com

221-ANR-0624

This

report

is

submitted

for

the

general

information

of

the

shareholders

of

the

Funds.

It

is

not

authorized

for

distribution

to

prospective

investors

unless

preceded

or

accompanied

by

an

effective

prospectus,

which

includes

information

regarding

the

Funds'

risks,

objectives,

fees

and

expenses,

experience

of

its

management,

and

other

information.

(b)       Included as part of financial statements filed under Item 7(a).

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9. PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 10. REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES.

Included as part of financial statements filed under Item 7(a).

ITEM 11. STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT.

Included as part of other information filed under Item 7(a).

ITEM 12. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 13.  PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 14. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 15. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Registrant does not accept nominees to the Board of Trustees from shareholders.

ITEM 16. 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 Reporting Period that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

ITEM 17. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 18. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION.

Not applicable.

ITEM 19. EXHIBITS.

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

(a)(2) Not applicable.

(a)(3) Certifications pursuant to Rule 30a-2(a) of the Act, and Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

(a)(4) Not applicable.

(a)(5) Not applicable.

(b)     Certifications pursuant to Rule 30a-2(b) of the Act, and Section 906 of the Sarbanes-Oxley Act of 2002 (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:	August 23, 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:	August 23, 2024

By:	/s/ Karen Shaw
	Karen Shaw, Principal Financial Officer
Date:	August 23, 2024