As filed with the Securities and Exchange Commission on August 30, 2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-03023
FORUM FUNDS
Three Canal Plaza, Suite 600
Portland, Maine 04101
Jessica Chase, Principal Executive Officer
Three Canal Plaza, Suite 600
Portland, Maine 04101
207-347-2000
Date of fiscal year end: June 30
Date of reporting period: July 1, 2020 – June 30, 2021
ITEM 1. REPORT TO STOCKHOLDERS.
AUXIER
FOCUS
FUND
Annual
Report
June
30,
2021
Fund
Adviser:
Auxier
Asset
Management
LLC
15668
NE
Eilers
Road
Aurora,
Oregon
97002
Toll
Free:
(877)
3AUXIER
or
(877)
328-9437
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
June
30,
2021
1
Market
Commentary
The
market
and
economy
continued
a
strong
rebound
during
the
second
quarter
as
COVID
restrictions
eased
further.
The
7-day
moving
average
for
new
COVID
cases
in
the
US
recently
reached
its
lowest
level
since
the
start
of
the
pandemic.
However,
the
spike
in
the
Delta
variant
is
adding
headline
uncertainty.
Economic
growth
has
been
strong
thanks
to
vaccine
distribution
efforts,
businesses
reopening
and
emergency
fiscal
and
monetary
stimulus.
JPMorgan
estimates
full-year
US
GDP
growth
of
around
6%,
the
highest
since
1984.
The
ten-year
treasury
bond
yields
less
than
1.5%.
Back
in
1984
we
were
buying
Washington
State
general
obligation
bonds
yielding
10%
when
the
GDP
had
similar
readings.
Retail
sales
are
20%
higher
than
pre-COVID
levels,
indicating
strong
consumer
spending
and
sentiment.
Back-to-school
spending
should
be
boosted
with
the
liberalized
Child
Tax
Credit
(CTC).
Nearly
70%
of
US
economic
growth
is
tied
to
consumer
spending.
The
housing
market
fundamentals
are
benefiting
from
record
low
mortgage
rates,
surging
demand
from
millennials,
buy-to-rent
institutions,
foreign
buyers
and
Airbnb
conversions.
In
addition,
the
pandemic
and
technology
advances
enabled
millions
to
work
at
least
part
time
from
home,
adding
unanticipated
demand
from
the
migration
out
of
the
major
cities.
Home
equity
values
now
exceed
$22
trillion.
We
continue
to
meet
with
numerous
management
teams
and
see
powerful
earnings
on
the
back
of
companies
that
have
scale
and
have
been
aggressively
digitizing,
with
a
focus
on
improving
the
customer
experience.
The
pricing
power
has
been
the
strongest
I
have
seen
in
my
career
across
most
industries.
Surprisingly,
margins
have
held
up
as
well.
Inflation
The
pandemic
put
a
strain
on
global
supply
chains
which
has
resulted
in
dramatic
price
increases
in
the
shipping
container
space.
According
to
research
from
Sea-Intelligence,
the
average
price
to
ship
a
40-foot
container
has
increased
by
more
than
fourfold
to
$8,399
as
of
July
1.
Some
short-term
rates
have
exceeded
$25,000.
Global
vendors
like
Amazon
cannot
afford
to
delay
their
shipping
in
hopes
of
better
rates
and
so
they
have
been
forced
to
pay
these
elevated
prices,
which
has
boosted
global
shipping
companies.
The
leading
container
company
Textainer
has
had
tremendous
operating
results.
Philip
Damas,
head
of
supply
chain
advisory
at
Drewry,
expects
that
the
strains
on
the
container
shipping
industry
will
remain
in
place
until
early
2022.
Ironically,
just
as
consumers
get
used
to
online
shopping,
the
cost
of
transportation
is
soaring.
The
American
Trucking
Association
projects
a
shortage
of
100,000
drivers
by
2023.
Numerous
CEOs
are
echoing
the
price
pressures
that
seem
to
be
accelerating.
Unemployment
benefits
have
been
so
attractive
that
it
has
been
difficult
to
motivate
workers
to
return,
prolonging
bottlenecks.
The
ongoing
microchip
shortage
has
caused
the
used
car
market
in
the
US
to
heat
up
as
new
car
inventory
in
the
US
was
54%
lower
in
June
2021
versus
June
2019,
which
has
boosted
demand
for
used
vehicles.
Prices
are
up
40%
more
than
in
February
of
2020
before
the
peak
of
the
pandemic.
The
average
9-year-old
vehicle
sold
for
$13,250
in
June,
which
is
approximately
up
30%
over
June
2020.
Microchips
are
a
critical
component
of
nearly
every
electronic
device
in
the
world
so
the
shortage
of
new
cars
could
continue
for
some
time.
So
far,
we
are
seeing
most
businesses
raise
prices
and
consumers
willing
to
pay
up.
This
has
contributed
to
a
tremendous
broad-
based
earnings
improvement
for
our
portfolio
companies.
The
dollar
has
depreciated
over
85%
the
past
50
years.
Purchasing
power
risk
is
hidden
as
people
mistakenly
perceive
safety
in
fixed
income.
Today
we
are
seeing
negative
real
yields
all
the
way
out
30
years
as
inflation
is
running
over
5.3%.
Owning
businesses
is
a
better
bet.
However,
you
can’t
just
pay
any
price
for
stocks
as
higher
inflation
tends
to
compress
P/E
ratios.
In
1972,
conventional
wisdom
was
to
simply
buy
the
50
most
popular
stocks
known
as
the
“Nifty
Fifty.”
The
idea
was
to
buy,
hold
and
forget.
In
the
frenzy
the
stocks
traded
over
80
times
earnings
on
average.
Then,
despite
strong
earnings,
a
surge
in
oil
and
inflation
crushed
valuations
leading
to
a
70%-90%
decline
for
the
group.
A
good
general
rule
for
a
market
multiple
has
been
20
less
the
inflation
rate.
In
1979,
with
11%
inflation
the
P/E
of
the
market
sunk
below
10.
It
appears
the
current
inflation
is
understated,
especially
if
you
add
back
energy,
food
and
housing
which
are
all
excluded.
The
consumer
price
index
(CPI)
only
includes
the
rent
component
of
housing;
however,
rents
are
now
catching
up
too.
Invitation
Homes,
the
largest
single-family
landlord
in
the
nation,
recently
boosted
rents
by
8%
across
the
country.
Back
in
the
1970s,
Fed
chairman
Arthur
Burns
claimed
that
rising
inflation
was
nothing
to
worry
about—it
was
“transitory”
and
best
ignored.
When
oil
quadrupled,
they
solved
the
problem
by
taking
oil
out
of
the
index.
Food
prices,
a
25%
weighting,
soared
and
were
also
removed.
So
was
housing,
a
16%
weight.
The
Dow
hit
1,000
in
1972
and
was
flat
until
1983.
As
cost
price
pressure
hits,
consumer
wage
expectations
and
compensation
demands
go
up,
which
are
hard
to
reverse–especially
in
areas
difficult
to
digitize
like
skilled
labor.
Historically,
government
intervention
in
the
form
of
wars,
extreme
socialism
and
confiscations
have
contributed
to
supply
disruptions
and
higher
inflation.
After
the
American
Civil
War,
inflation
drove
interest
rates
to
20%.
When
Zimbabwe
confiscated
private
farms
their
inflation
soared
3000%.
As
Venezuela
nationalized
most
of
their
businesses
inflation
exceeded
500%.
Inflation
in
Argentina
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
June
30,
2021
2
recently
gained
70%
as
the
government
interrupted
free
markets
and
politics
moved
to
the
extreme
left.
Domestically,
recent
bans
on
natural
gas
turbines
and
pipelines
have
led
to
a
reduction
in
fossil
fuel
capital
investment
which
should
contribute
to
higher
sustained
power
prices.
Over
the
years,
societies
with
free
market
competition
and
innovation
have
generally
kept
inflation
in
check.
However,
heavy-handed
socialism
is
a
recipe
for
more
permanent
price
increases.
The
potential
for
the
Delta
variant
could
further
extend
the
interruption
in
supply
chains.
Companies
That
Can
Thrive
During
Inflationary
Periods
When
I
started
in
the
business,
inflation
was
one
of
the
biggest
headline
worries.
I
initially
went
back
over
the
prior
80
years
and
studied
the
types
of
businesses
that
could
survive,
thrive
and
outperform
during
high
inflation.
Generally,
undervalued
companies
that
had
powerful
brands
with
freedom
to
price,
consistent
and
growing
demand,
rapid
inventory
turns
and
high
returns
on
invested
capital
with
low
mandatory
capital
expenditures
tended
to
outperform.
Drug
stores
and
supermarkets
with
low
ticket
necessities
were
notable
winners.
Investment
selection
becomes
much
more
important
as
higher
inflation
can
put
a
lid
on
valuations.
Often
markets
can
become
rangebound
and
can
go
flat
for
years.
In
1983
when
the
Dow
rallied
to
1,000,
I
remember
experienced
investors
wanting
to
sell
out
as
the
market
had
been
stuck
in
a
narrow
trading
range
for
the
prior
18
years
with
1,000
the
top.
A
higher
inflationary
environment
is
not
a
friendly
environment
for
the
“growth
at
any
price”
momentum
approach.
Making
an
exceptional
buy
becomes
much
more
important
as
inflation
acts
as
a
headwind
to
breakout
valuations.
Kroger
Shows
Confidence
Amid
Fears
of
Rising
Inflation
Kroger
is
an
example
of
an
inexpensive
(13
P/E),
low
expectation
stock
that
has
survived
well
during
periods
of
higher
inflation.
The
company
turns
over
inventories
14
times
a
year,
which
helps
to
maintain
a
high
return
on
invested
capital
and
pricing
power.
They
recently
recorded
another
strong
quarter
and
beat
consensus
estimates
for
both
revenue
and
non-GAAP
(generally
accepted
accounting
principles)
EPS.
Kroger
has
been
able
to
maintain
their
momentum
despite
the
lifting
of
pandemic
restrictions
and
restaurant
re-openings.
Digital
sales
continued
to
grow,
up
16%
on
the
quarter
and
108%
over
the
last
two
years.
Due
to
their
success
this
quarter,
the
board
announced
a
new
$1
billion
share
repurchase
program.
Management
also
raised
their
guidance
for
full-year
2021
adjusted
EPS
to
$2.95-$3.10,
up
from
their
previous
guidance
of
$2.75-$2.95.
Since
Amazon’s
acquisition
of
Whole
Foods
in
2017,
some
investors
have
feared
that
Kroger
would
begin
to
lose
market
share
to
the
e-commerce
giant.
The
pandemic
has
bolstered
their
position
as
a
leader
in
the
US
grocery
market
with
an
11.7%
share.
Despite
all
the
fear
surrounding
Amazon’s
Whole
Foods
purchase,
they
have
only
been
able
to
amass
a
market
share
of
2.6%
since
entering
the
grocery
space.
Management
has
also
addressed
fears
that
future
inflation
could
dampen
growth,
stating
that
they
operate
at
their
best
when
the
inflation
rate
is
around
3%-4%
and
more
shoppers
move
away
from
large
brands,
opting
for
Kroger’s
lower-cost
private
label
options.
Kroger
also
continues
to
build
their
Ocado
automated
warehouses
that
will
greatly
enhance
the
company’s
delivery
capabilities
and
allow
them
to
better
compete
with
e-commerce
giants
like
Walmart
and
Amazon.
In
addition,
they
are
well
positioned
to
benefit
from
the
robust
back-to-school
market
this
fall.
Reality
of
Automation
in
the
Auto
Industry
The
advancement
of
AI
technology
has
increased
interest
in
developing
self-driving
cars
and
has
led
to
over
$120
billion
in
investments
from
2017
to
2019,
according
to
research
from
McKinsey.
Companies
like
Tesla,
Uber
and
Lyft
have
bet
big
on
driverless
technology,
but
it
may
take
longer
than
expected
before
fully
autonomous
vehicles
are
available
to
consumers.
Elon
Musk,
CEO
of
Tesla,
recently
stated
that
creating
AI
programs
that
can
adapt
to
complex
roadways
and
unpredictable
human
drivers
has
proven
to
be
a
greater
challenge
than
they
originally
thought.
Tesla
is
still
committed
to
the
technology
as
they
continue
to
test
an
advanced
beta
version
of
their
self-driving
software
that
Musk
believes
could
one
day
solve
the
challenge
of
autonomous
vehicles
without
the
use
of
expensive
lidar
and
radar
sensors.
Companies
like
Alphabet’s
Waymo
have
been
able
to
achieve
fully
autonomous
vehicles
using
lidar
sensors
and
highly
detailed
maps
of
specific
areas
around
Phoenix,
Arizona.
However,
this
approach
will
likely
be
difficult
to
scale
and
could
be
cost-prohibitive
for
the
average
consumer.
It
remains
to
be
seen
if
these
challenges
will
be
solved
any
time
soon,
and
companies
may
be
better
off
investing
in
safe
and
effective
driver
assist
systems
until
AI
technology
advances
further.
McKinsey
also
estimates
that
any
company
that
intends
to
remain
competitive
in
the
driverless
car
market
could
potentially
have
to
invest
$70
billion
through
2030.
As
always,
talk
is
cheap,
and
it
is
important
to
look
past
the
hype
and
focus
on
execution.
Value
Potential
In
2000,
Yahoo
and
AOL
were
two
of
the
most
exciting
technology
stocks
that
were
going
to
transform
the
world.
In
the
dot
com
mania
they
reached
a
combined
valuation
in
excess
of
$250
billion.
This
year
Verizon
sold
both
companies
to
Apollo
Global
Management
for
$5
billion—a
98%
decline.
AT&T
acquired
DIRECTV
for
$49
billion
in
2015
and
recently
sold
30%
of
the
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
June
30,
2021
3
Auxier
Focus
Fund
–
Investor
Class
Average
Annual
Total
Returns
(06/30/2021)
Since
Inception
(07/09/1999)
7.90%
10-year
9.27%
5-year
11.23%
1-year
34.03%
3-month
4.91%
Performance
data
quoted
represents
past
performance
and
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
an
investor's
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
As
stated
in
the
current
prospectus,
the
Fund’s
Investor
Class
Share’s
annual
operating
expense
ratio
(gross)
is
1.10%.
The
Fund’s
adviser
has
contractually
agreed
to
waive
a
portion
of
its
fee
and/or
reimburse
Fund
expenses
to
limit
total
annual
operating
expenses
at
0.92%,
which
is
in
effect
until
October
31,
2021.
Other
share
classes
may
vary.
The
Fund
charges
a
2.00%
redemption
fee
on
shares
redeemed
within
180
days
of
purchase.
For
the
most
recent
month-end
performance,
please
call
(877)
328-9437
or
visit
the
Adviser’s
website
at
www.auxierasset.com.
business
for
$1.8
billion.
Overpaying
and
overborrowing
are
the
recurring
sins
that
consistently
destroy
shareholder
capital.
Just
like
in
2000,
the
spread
between
the
cheapest
and
most
expensive
stocks
is
now
one
of
the
widest
in
history.
Historically,
the
Russell
1000
Growth
Index
trades
at
a
5.6
times
point
premium
over
the
Value
Index
but
is
currently
trading
at
a
10.3
premium.
We
expect
a
reversion
to
the
mean,
especially
if
the
economy
broadens
and
inflation
continues
to
rise.
Performance
Update
Auxier
Focus
Fund’s
Investor
Class
returned
4.91%
in
the
second
quarter
vs.
8.55%
for
the
cap-weighted
S&P
500®
Index
and
5.08%
for
the
DJIA.
The
equal-weight
S&P
500
returned
6.90%.
Small
stocks
as
measured
by
the
Russell
2000
were
up
4.29%.
The
MSCI
Emerging
Markets
Index
gained
5.05%.
A
60/40
S&P
500
and
Bloomberg
Barclays
US
Aggregate
blended
index
returned
5.84%
and
bonds,
as
measured
by
the
Bloomberg
Barclays
US
Aggregate
Bond
Index,
returned
1.83%
for
the
quarter.
Stocks
in
the
Fund
comprised
96.3%
of
the
portfolio.
The
equity
breakdown
was
85.1%
domestic
and
11.2%
foreign,
with
3.7%
in
cash
and
short-term
debt
instruments.
A
hypothetical
$10,000
investment
in
the
Fund
since
inception
in
July
1999
to
June
30,
2021
is
now
worth
$53,206
vs.
$46,591
for
the
S&P
500.
The
equities
in
the
Fund
(entire
portfolio,
not
share
class
specific)
have
had
a
cumulative
return
of
775.05%
since
inception
and
the
Fund
as
a
whole
has
had
a
cumulative
return
of
432.05%
vs.
365.91%
for
the
S&P.
This
was
achieved
with
an
average
exposure
to
the
market
of
less
than
80.6%
over
the
entire
period.
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
June
30,
2021
4
Contributors:
Our
outlook
on
a
cross
section
of
positions
with
a
positive
impact
on
the
portfolio
for
the
period
ended
6/30/2021.
Microsoft
(MSFT)
As
a
tech-focused
company,
Microsoft
has
benefited
from
digitization
and
the
shift
to
working
from
home
that
was
accelerated
by
the
pandemic.
Since
2017,
revenue
has
grown
by
at
least
10%
every
quarter
and
that
has
continued
this
year.
Microsoft
Teams,
the
company’s
virtual
collaboration
tool,
now
has
over
145
million
daily
active
users
around
the
world.
This
is
up
from
just
32
million
daily
active
users
back
in
March
of
2020.
Microsoft
management
believes
that
the
pandemic
will
forever
change
how
people
work
and
learn,
and
that
their
software
and
cloud
services
will
enjoy
improving
fundamentals
from
this
change
in
the
long
term.
Azure
cloud
revenue
has
grown
over
40%
every
quarter
for
well
over
three
years
now.
As
the
second
largest
cloud
player
in
the
world,
Microsoft’s
scale
in
the
Cloud
industry
will
be
hard
for
smaller
competitors
to
replicate
any
time
soon.
Philip
Morris
International,
Inc.
(PM)
Philip
Morris
is
executing
on
their
transition
towards
more
smoke-free
products.
The
success
of
their
heated
tobacco
product
IQOS
has
led
their
smoke-free
portfolio
to
account
for
nearly
30%
of
total
revenues.
Management
expects
that
heat-not-burn
products
will
account
for
about
40%
of
total
revenue
by
2023.
Volumes
for
their
IQOS
device
are
growing
in
the
double-digit
percentages
every
quarter.
Philip
Morris
is
targeting
a
compound
annual
growth
rate
for
EPS
of
9%
from
2021
through
2023.
The
company
maintains
a
strong
dividend
with
a
yield
that
has
remained
above
4%
since
2018
and
they
have
increased
the
payout
for
12
consecutive
years.
It
ranks
as
one
of
the
top
performing
stocks
in
the
market
since
1926.
Biogen,
Inc.
(BIIB)
Biogen
stock
had
an
incredible
quarter
and
was
up
24.24%
due
to
the
approval
of
their
Alzheimer’s
drug
Aduhelm.
This
is
the
first
new
treatment
approved
for
Alzheimer’s
in
nearly
two
decades.
Alzheimer’s
is
the
sixth
leading
cause
of
death
in
the
US
and
affects
more
than
30
million
people
worldwide.
Due
to
few
treatment
options
for
the
disease,
Biogen
anticipates
that
Aduhelm
will
grow
into
a
multibillion-dollar
product
over
the
next
several
years.
Bernstein
analysts
estimate
that
Aduhelm
could
reach
peak
sales
of
$10
billion,
which
would
lead
to
record
levels
of
revenue
for
Biogen.
Along
with
their
work
on
Aduhelm,
Biogen
will
continue
to
invest
in
other
areas
of
need
such
as
neurodegenerative
diseases
and
retinal
disorders.
The
company
expects
to
invest
$2.3
billion
to
$2.4
billion
into
research
and
development
in
2021.
Biogen
is
committed
to
returning
capital
to
shareholders
through
share
repurchases
as
they
have
$4
billion
of
authorized
share
repurchases
remaining.
Alphabet,
Inc.
(GOOGL)
Alphabet
continues
to
benefit
from
the
strength
of
Google
Search,
which
controls
over
90%
of
the
global
online
search
market.
There
are
over
four
billion
internet
users
worldwide
and
Google
is
the
dominating
presence
in
the
global
online
space.
Alphabet
owns
Google.com
and
YouTube.com,
the
#1
and
#2
most
visited
websites
in
the
world.
Google
gathers
large
amounts
of
data
from
their
users,
enabling
them
to
advertise
more
effectively
than
their
competitors.
Alphabet
benefits
from
a
network
effect
and
as
their
userbase
grows,
more
advertisers
will
be
drawn
to
their
services.
They
maintain
a
solid
balance
sheet
with
over
$120
billion
in
cash,
allowing
them
to
continue
to
invest
in
new
products
and
technologies
such
as
their
cloud
service
which
is
now
a
top
five
player
globally.
Alphabet
is
also
actively
investing
in
the
areas
of
drone
delivery,
autonomous
vehicles
and
quantum
computing.
The
company
is
buying
back
$50
billion
of
their
stock.
UnitedHealth
Group
Inc.
(UNH)
As
the
largest
private
health
insurance
provider
in
the
US,
UnitedHealth
has
proven
to
be
resilient
to
uncertain
market
environments.
The
company
also
has
a
top
three
pharmacy
benefits
manager
with
OptumRx.
UnitedHealth’s
integrated
strategy
has
led
to
consistent
performance
with
revenue
growing
every
quarter
for
over
20
years
now,
including
during
the
2008
financial
crisis
and
the
COVID-19
pandemic.
The
company’s
scale
and
integration
also
create
cost
advantages
that
make
it
hard
for
smaller
competitors
to
take
substantial
market
share.
Analysts
call
for
earnings
per
share
of
$18.57
for
2021
and
$21.37
for
2022.
Management
is
targeting
Top
Equity
Holdings
%
Assets
UnitedHealth
Group,
Inc.
6.1%
Mastercard
,
Inc.
5.8%
Microsft
Corp.
5.6%
Medtronic
PLC
3.9%
Phillip
Morris
International
3.2%
Bank
of
America
Corp.
3.2%
Bank
of
New
York
Mellon
Corp
Kroger
Co.
2.9%
Johnson
&
Johnson
2.9%
Kroger
Co.
2.9%
Visa,
Inc.
2.7%
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
June
30,
2021
5
13%-16%
earnings
growth
for
the
long
term.
UnitedHealth
recently
announced
their
plan
to
acquire
Change
Healthcare
for
$13
billion,
which
would
strengthen
their
digital
health
capabilities.
Detractors
to
the
period:
Our
outlook
on
a
cross
section
of
portfolio
positions
with
a
negative
return
for
the
period
ended
6/30/2021:
Discovery
Communications,
Inc.
(DISCA)
Discovery
has
had
dramatic
moves
in
stock
price
this
quarter,
mainly
due
to
a
major
blow
up
of
the
hedge
fund
Archegos
and
the
announcement
of
a
merger
with
AT&T’s
WarnerMedia.
The
combined
company,
which
should
be
finalized
in
a
year,
puts
a
current
EBITDA
multiple
under
10x.
Amazon
just
paid
close
to
40x
for
MGM.
With
lots
of
streaming
competition,
the
market
has
been
uncertain
about
how
well
Discovery
and
WarnerMedia
will
perform.
However,
John
Malone
is
a
major
investor
with
an
excellent
track
record.
We
have
held
his
companies
for
over
20
years.
We
expect
further
consolidation
in
streaming
with
the
new
Warner
Bros.
Discovery,
an
attractive
candidate
due
to
their
global
franchise.
Johnson
&
Johnson.
(JNJ)
Though
Johnson
&
Johnson
underperformed
during
the
quarter,
the
company
is
seeing
a
boost
to
sales
and
earnings
as
virus-related
restrictions
are
lifted.
The
second
quarter
saw
record
levels
of
both
sales
and
earnings
thanks
in
large
part
to
previously
deferred
medical
procedures
being
completed.
Johnson
&
Johnson
expects
to
produce
up
to
600
million
doses
of
its
COVID
vaccine
in
2021
though,
unlike
Pfizer
and
Moderna,
they
do
not
expect
to
make
a
profit
on
the
sale
of
the
vaccine.
Management
has
increased
their
full-year
guidance
and
now
expects
EPS
of
$9.60-$9.70
and
base
business
sales
growth
of
10.5%-11.5%.
Johnson
&
Johnson
continues
to
invest
heavily
in
their
future
growth
with
one
of
the
top
10
largest
pharmaceutical
pipelines
in
the
world.
The
company
also
has
a
solid
history
of
returning
capital
to
shareholders
with
59
consecutive
years
of
dividend
growth.
Mastercard,
Inc.
(MA)
Concern
over
the
Delta
variant
of
COVID-19
spreading
and
hampering
travel
has
been
reflected
in
Mastercard’s
performance
this
quarter.
Cross-border
transactions
have
suffered.
However,
unless
lockdowns
are
reinstated,
we
don’t
see
Mastercard’s
growth
slowing
down.
They
continue
to
be
a
duopoly
with
Visa,
controlling
the
toll
road
of
payments.
They
are
relentlessly
focused
on
the
future.
Mastercard’s
CEO
was
quoted
saying,
“If
you
wandered
around
the
office
and
asked
people,
from
the
junior
most
employee,
to
the
employee
who
has
been
here
35
years,
‘what
do
you
think
Mastercard’s
mission
is?’
they
will
say
‘killing
cash.’
It’s
embedded
in
everything
that
we’re
doing.
And
it’s
not
mixed
in
with
other
things.
Our
mission
is
to
kill
cash.”
Abbott
Laboratories
(ABT)
After
having
benefited
from
COVID
testing
this
past
year,
Abbott
Labs
fell
when
it
guided
for
lower
earnings
due
to
decreased
demand
in
equipment.
Abbott
has
a
fortress
balance
sheet
and
has
grown
earnings
at
17%
annually
over
the
last
five
years. Innovative
products
like
the
FreeStyle
Libre
blood
glucose
monitor
franchise
continue
to
drive
growth.
Healthcare
stocks
in
general
have
lagged
this
year
and
we
see
many
names
that
sell
at
the
cheapest
valuation
versus
the
market
in
over
20
years,
despite
favorable
demand
demographics.
Corning
Incorporated
(GLW)
Corning
pared
back
gains
after
having
a
nice
25%
runup
from
the
start
of
the
year.
Corning
makes
everything
from
the
glass
that
is
on
iPhones,
to
pharmaceutical
vials,
to
their
largest
business
segment,
which
is
focused
on
5G
specialized
fiber,
an
area
of
strong
future
growth.
Their
advanced
fiber
technology
is
only
matched
by
one
other
competitor,
YOFC,
who
charges
more
for
a
similar
product.
In
Closing
We
strongly
believe
that
investing
is
“the
craft
of
the
specific.”
There
has
been
such
a
proliferation
of
passive
pools
and
ETFs
that
nobody
truly
knows
what
they
own.
The
real
advantage
of
following
an
active,
rigorous
research
approach
covering
hundreds
of
individual
companies
and
managements
comes
when
we
hit
long
periods
of
flat
to
declining
markets.
In
the
20th
century,
the
Dow
went
up
180-fold.
However,
while
the
market
rose
for
43.75
years
it
was
down
for
56.25
years.
During
the
period
1900-1921
the
Dow
rose
from
66
to
71,
less
than
10%
over
21
years.
Between
September
1929
and
December
1948,
the
Dow
declined
from
381
to
180,
over
50%
in
19
years.
For
the
years
1964-1981
the
Dow
gained
one
point
from
874
to
875.
More
recently
Tokyo’s
Nikkei
225
plunged
from
a
high
of
38,915
at
year-end
1989
to
7,862
by
March
of
2003.
Being
passive
works
great
in
raging
bull
markets,
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
June
30,
2021
6
but
in
the
flat-to-down
periods
returns
are
much
more
dependent
on
well-researched
individual
buys.
Knowing
intimately
what
you
own,
what
to
buy
and
when
to
buy
is
where
the
years
of
cumulative
knowledge
become
valuable.
We
appreciate
your
trust.
Jeff
Auxier
Fund
returns
(i)
assume
the
reinvestment
of
all
dividends
and
capital
gain
distributions
and
(ii)
would
have
been
lower
during
the
period
if
certain
fees
and
expenses
had
not
been
waived.
Performance
shown
is
for
the
Fund’s
Investor
Class
shares;
returns
for
other
share
classes
will
vary.
Performance
for
Investor
Class
shares
for
periods
prior
to
December
10,
2004
reflects
performance
of
the
applicable
share
class
of
Auxier
Focus
Fund,
a
series
of
Unified
Series
Trust
(the
“Predecessor
Fund”).
Prior
to
January
3,
2003,
the
Predecessor
Fund
was
a
series
of
Ameriprime
Funds.
The
performance
of
the
Fund’s
Investor
Class
shares
for
the
period
prior
to
December
10,
2004
reflects
the
expenses
of
the
Predecessor
Fund.
The
Fund
may
invest
in
value
and/or
growth
stocks.
Investments
in
value
stocks
are
subject
to
risk
that
their
intrinsic
value
may
never
be
realized
and
investments
in
growth
stocks
may
be
susceptible
to
rapid
price
swings,
especially
during
periods
of
economic
uncertainty.
In
addition,
the
Fund
may
invest
in
mid-sized
companies
which
generally
carry
greater
risk
than
is
customarily
associated
with
larger
companies.
Moreover,
if
the
Fund’s
portfolio
is
overweighted
in
a
sector,
any
negative
development
affecting
that
sector
will
have
a
greater
impact
on
the
Fund
than
a
fund
that
is
not
overweighted
in
that
sector.
An
increase
in
interest
rates
typically
causes
a
fall
in
the
value
of
a
debt
security
(Fixed-Income
Securities
Risk)
with
corresponding
changes
to
the
Fund’s
value.
Fund
holdings
and
sector
allocations
are
subject
to
change
and
should
not
be
considered
a
recommendation
to
buy
or
sell
any
security.
The
S&P
500
Index
is
a
broad-based,
unmanaged
measurement
of
changes
in
stock
market
conditions
based
on
500
market-
capitalization-weighted
widely
held
common
stocks.
The
Dow
Jones
Industrial
Average
is
a
price
weighted
index
designed
to
represent
the
stock
performance
of
large,
well-known
U.S.
companies
within
the
utilities
industry.
The
S&P
500
Equal
Weight
Index
(EWI)
is
the
equal-weight
version
of
the
widely
used
S&P
500.
The
index
includes
the
same
constituents
as
the
capitalization
weighted
S&P
500,
but
each
company
in
the
S&P
500
EWI
is
allocated
a
fixed
weight
(0.2%)
of
the
index
total
at
each
quarterly
rebalance.
The
MSCI
Emerging
Market
Index
captures
mid
and
large
caps
across
more
than
two
dozen
emerging
market
countries.
The
index
is
a
float-adjusted
market
capitalization
index
and
represents
13%
of
global
market
capitalization.
The
60/40
Hybrid
of
S&P
500
and
Bloomberg
Barclays
U.S.
Aggregate
Bond
Index
is
a
blend
of
60%
S&P
500
Composite
Index
and
40%
Barclays
U.S.
Aggregate
Bond
Index,
as
calculated
by
the
adviser,
and
is
not
available
for
direct
investment.
The
Bloomberg
Barclays
US
Aggregate
Bond
Index,
or
the
Agg,
is
a
broad
base,
market
capitalization-weighted
bond
market
index
representing
intermediate
term
investment
grade
bonds
traded
in
the
United
States.
The
Russell
1000
Value
Index
refers
to
a
composite
of
large
and
mid-
cap
companies
located
in
the
United
States
that
also
exhibit
a
value
probability.
The
Russell
1000
Growth
Index
measures
the
performance
of
the
large
cap
growth
segment
of
the
US
equity
universe.
It
includes
those
Russell
1000
companies
with
higher
price-
to-book
ratios
and
higher
forecasted
growth
values.
One
cannot
invest
directly
in
an
index
or
average.
EBITDA,
or
earnings
before
interest,
taxes,
depreciation,
and
amortization,
is
a
measure
of
a
company's
overall
financial
performance
and
is
used
as
an
alternative
to
net
income
in
some
circumstances.
Earnings
per
share
(EPS)
is
calculated
as
a
company's
profit
divided
by
the
outstanding
shares
of
its
common
stock.
The
price-to-earnings
ratio
(P/E
ratio)
is
the
ratio
for
valuing
a
company
that
measures
its
current
share
price
relative
to
its
per-share
earnings
(EPS).
The
Consumer
Price
Index
(CPI)
is
a
measure
that
examines
the
weighted
average
of
prices
of
a
basket
of
consumer
goods
and
services,
such
as
transportation,
food,
and
medical
care.
Return
on
invested
capital
(ROIC)
is
a
calculation
used
to
assess
a
company's
efficiency
at
allocating
the
capital
under
its
control
to
profitable
investments.
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
June
30,
2021
7
The
views
in
this
shareholder
letter
were
those
of
the
Fund
Manager
as
of
the
letter’s
publication
date
and
may
not
reflect
his
views
on
the
date
this
letter
is
first
distributed
or
anytime
thereafter.
These
views
are
intended
to
assist
readers
in
understanding
the
Fund’s
investment
methodology
and
do
not
constitute
investment
advice.
AUXIER
FOCUS
FUND
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
June
30,
2021
8
The
following
chart
reflects
the
change
in
the
value
of
a
hypothetical
$10,000
investment
in
Investor
Shares,
including
reinvested
dividends
and
distributions,
in
the
Auxier
Focus
Fund
(the
“Fund”)
compared
with
the
performance
of
the
benchmark,
the
S&P
500
Index
(“S&P
500”),
over
the
past
ten
fiscal
years.
The
S&P
500
is
a
broad-based
measurement
of
the
U.S.
stock
market
based
on
the
performance
of
500
widely
held
large
capitalization
common
stocks.
The
total
return
of
the
Fund's
classes
includes
the
maximum
sales
charge
of
5.75%
(A
Shares
only)
and
operating
expenses
that
reduce
returns,
while
the
total
return
of
the
S&P
500®
does
not
include
the
effect
of
sales
charges
and
expenses.
A
Shares
are
subject
to
a
1.00%
contingent
deferred
sales
charge
on
shares
purchased
without
an
initial
sales
charge
and
redeemed
less
than
one
year
after
purchase.
The
total
return
of
the
index
includes
the
reinvestment
of
dividends
and
income.
The
total
return
of
the
Fund
includes
operating
expenses
that
reduce
returns,
while
the
total
return
of
the
index
does
not
include
expenses.
The
Fund
is
professionally
managed,
while
the
index
is
unmanaged
and
is
not
available
for
investment.
Comparison
of
Change
in
Value
of
a
$10,000
Investment
Investor
Shares
vs.
S&P
500
Index
\
Performance
data
quoted
represents
past
performance
and
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
As
stated
in
the
Fund’s
prospectus,
the
annual
operating
expense
ratios
(gross)
for
Investor
Shares,
A
Shares
and
Institutional
Shares
are
1.10%,
1.51%
and
1.10%,
respectively.
However,
the
Fund’s
Adviser has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/
or
Expense
Reimbursement
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
dividend
expenses
on
short
sales,
and
extraordinary
expenses)
to
0.92%,
1.25%
and
0.80%
of
the
Investor
Shares,
A
Shares
and
Institutional
Shares,
respectively,
through
October
31,
2021
(the
“Expense
Cap”).
The
Expense
Cap
may
be
raised
or
eliminated
only
with
the
consent
of
the
Board
of
Trustees.
The
Adviser
may
be
reimbursed
by
the
Fund
for
fees
waived
and
expenses
reimbursed
by
the
Adviser
pursuant
to
the
Expense
Cap
if
such
payment
is
made
within
three
years
of
the
fee
waiver
or
expense
reimbursement
and
does
not
cause
the
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
to
exceed
the
lesser
of
(i)
the
then-current
Expense
Cap
and
(ii)
the
Expense
Cap
in
place
at
the
time
the
fees/expenses
were
waived/reimbursed.
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
will
increase
if
exclusions
from
the
Expense
Cap
apply.
Shares
redeemed
or
exchanged
within
180
days
of
purchase
will
be
charged
a
2.00%
redemption
fee.
The
performance
table
and
graph
do
not
reflect
the
deduction
of
taxes
that
a
shareholder
would
pay
on
Fund
distributions
or
the
redemption
of
Fund
shares.
Returns
greater
than
one
year
are
annualized.
For
the
most
recent
month-end
performance,
please
call
(877)
328-9437
or
visit
www.auxierasset.com.
Performance
for
Investor
Shares
for
periods
prior
to
December
10,
2004,
reflects
performance
and
expenses
of
Auxier
Focus
Fund,
a
series
of
Unified
Series
Trust
(the
“Predecessor
Fund”).
Prior
to
January
3,
2003,
the
Predecessor
Fund
was
a
series
of
Ameriprime
Funds.
Average
Annual
Total
Returns
Periods
Ended
June
30,
2021
One
Year
Five
Years
Ten
Years
Since
Inception
(1)
Investor
Shares
34.03%
11.23%
9.27%
7.90%
S&P
500®
Index
(Since
July
9,
1999)
40.79%
17.65%
14.84%
7.25%
A
Shares
(with
sales
charge)
(2)(3)
25.91%
9.62%
8.46%
7.54%
Institutiona
l
Shares
(3)
34.19%
11.41%
9.45%
7.99%
(1)
Institutional,
A
Shares
and
Investor
Shares
commenced
operations
on
May
9,
2012,
July
8,
2005
and
July
9,
1999,
respectively.
(2)
Due
to
shareholder
redemptions
on
August
21,
2005,
net
assets
of
the
class
were
zero
from
the
close
of
business
on
that
date
until
September
22,
2005.
Financial
information
presented
for
the
period
August
21,
2005
to
September
22,
2005
reflects
performance
of
Investor
Shares
of
the
Fund.
(3)
For
Institutional
Shares,
performance
for
the
10-year
and
since
inception
periods
are
blended
average
annual
returns
which
include
the
returns
of
the
Investor
Shares
prior
to
commencement
of
operations
of
the
Institutional
Shares.
For
A
Shares,
performance
for
the
since
inception
period
is
a
blended
average
annual
return
which
includes
the
return
of
the
Investor
Shares
prior
to
commencement
of
operations
of
the
A
Shares.
AUXIER
FOCUS
FUND
SCHEDULE
OF
INVESTMENTS
June
30,
2021
9
See
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Common
Stock
-
96.3%
Communications
-
0.7%
68,275
America
Movil
SAB
de
CV,
ADR
$
1,024,125
1,719
Cisco
Systems,
Inc./Delaware
91,107
14,750
Lumen
Technologies,
Inc.
200,452
53,642
Telefonica
SA,
ADR
252,117
4,081
ViacomCBS,
Inc.,
Class B
184,462
1,752,263
Consumer
Cyclical
-
1.8%
3,576
Alibaba
Group
Holding,
Ltd.,
ADR
(a)
810,965
1,241
Booking
Holdings,
Inc.
(a)
2,715,420
13,675
DR
Horton,
Inc.
1,235,810
4,762,195
Consumer
Discretionary
-
7.6%
148,588
Arcos
Dorados
Holdings,
Inc.,
Class A
(a)
887,070
34,000
Becle
SAB
de
CV
90,447
45,908
Comcast
Corp.,
Class A
2,617,674
15,575
CVS
Health
Corp.
1,299,578
88,527
Discovery,
Inc.,
Class A
(a)
2,716,008
4,641
Discovery,
Inc.,
Class C
(a)
134,496
100
Domino's
Pizza,
Inc.
46,649
16,250
General
Motors
Co.
(a)
961,513
185,644
Lincoln
Educational
Services
Corp.
(a)
1,444,310
17,725
Lowe's
Cos.,
Inc.
3,438,118
4,756
McDonald's
Corp.
1,098,589
48,302
Sally
Beauty
Holdings,
Inc.
(a)
1,066,025
3,870
The
Home
Depot,
Inc.
1,234,104
12,850
Walmart,
Inc.
1,812,107
4,550
Yum
China
Holdings,
Inc.
301,438
7,050
Yum!
Brands,
Inc.
810,962
19,959,088
Consumer
Staples
-
15.5%
65,455
Altria
Group,
Inc.
3,120,894
34,455
British
American
Tobacco
PLC,
ADR
1,354,426
13,200
Coca-Cola
HBC
AG,
ADR
(a)
476,916
3,635
Diageo
PLC,
ADR
696,793
50,327
Molson
Coors
Beverage
Co.,
Class B
(a)
2,702,057
34,800
Monster
Beverage
Corp.
(a)
3,178,980
44,895
PepsiCo.,
Inc.
6,652,092
84,525
Philip
Morris
International,
Inc.
8,377,273
48,300
The
Coca-Cola
Co.
2,613,513
195,126
The
Kroger
Co.
7,475,277
4,525
The
Procter
&
Gamble
Co.
610,558
57,921
Unilever
PLC,
ADR
3,388,379
40,647,158
Energy
-
2.7%
136,810
BP
PLC,
ADR
3,614,520
7,430
Chevron
Corp.
778,218
13,600
ConocoPhillips
828,240
7,800
Phillips
66
669,396
14,415
Valero
Energy
Corp.
1,125,523
7,015,897
Financials
-
23.4%
53,260
Aflac,
Inc.
2,857,932
49,495
American
International
Group,
Inc.
2,355,962
2,480
Ameriprise
Financial,
Inc.
617,222
201,099
Bank
of
America
Corp.
8,291,312
16,545
Berkshire
Hathaway,
Inc.,
Class B
(a)
4,598,186
61,374
Central
Pacific
Financial
Corp.
1,599,407
25,975
Citigroup,
Inc.
1,837,731
5,616
Colliers
International
Group,
Inc.
628,880
118,268
Credit
Suisse
Group
AG,
ADR
1,240,631
5,616
FirstService
Corp.
961,796
63,668
Franklin
Resources,
Inc.
2,036,739
Shares
Security
Description
Value
Financials
-
23.4%
(continued)
2,025
Marsh
&
McLennan
Cos.,
Inc.
$
284,877
41,315
Mastercard,
Inc.,
Class A
15,083,693
1,100
PayPal
Holdings,
Inc.
(a)
320,628
150,625
The
Bank
of
New
York
Mellon
Corp.
7,716,519
18,918
The
Travelers
Cos.,
Inc.
2,832,214
3,200
U.S.
Bancorp
182,304
15,249
Unum
Group
433,072
30,600
Visa,
Inc.,
Class A
7,154,892
6,200
Wells
Fargo
&
Co.
280,798
61,314,795
Health
Care
-
25.9%
38,299
Abbott
Laboratories
4,440,003
3,663
AbbVie,
Inc.
412,600
18,731
Anthem,
Inc.
7,151,496
8,500
Becton
Dickinson
and
Co.
2,067,115
10,250
Biogen,
Inc.
(a)
3,549,268
13,990
Cigna
Corp.
3,316,609
46,210
Johnson
&
Johnson
7,612,635
81,368
Medtronic
PLC
10,100,210
73,704
Merck
&
Co.,
Inc.
5,731,960
8,370
Organon
&
Co.
(a)
253,276
6,282
Pfizer,
Inc.
246,003
21,337
Quest
Diagnostics,
Inc.
2,815,844
39,676
UnitedHealth
Group,
Inc.
15,887,858
903
Viatris,
Inc.
12,904
26,750
Zimmer
Biomet
Holdings,
Inc.
4,301,935
67,899,716
Industrials
-
5.0%
30,135
CAE,
Inc.
(a)
928,158
1,240
Caterpillar,
Inc.
269,861
120,491
Corning,
Inc.
4,928,082
3,695
FedEx
Corp.
1,102,329
35,582
Gates
Industrial
Corp.
PLC
(a)
642,967
85,521
Manitex
International,
Inc.
(a)
623,448
26,850
Raytheon
Technologies
Corp.
2,290,574
2,780
The
Boeing
Co.
(a)
665,977
7,795
United
Parcel
Service,
Inc.,
Class B
1,621,126
13,072,522
Information
Technology
-
9.5%
1,926
Alphabet,
Inc.,
Class A
(a)
4,702,888
29,660
Cerner
Corp.
2,318,226
18,775
Cognizant
Technology
Solutions
Corp.,
Class A
1,300,356
3,155
Facebook,
Inc.,
Class A
(a)
1,097,025
19,000
Forrester
Research,
Inc.
(a)
870,200
54,317
Microsoft
Corp.
14,714,475
100
MSCI,
Inc.
53,308
25,056,478
Materials
-
4.0%
14,225
Celanese
Corp.,
Class A
2,156,510
28,458
Corteva,
Inc.
1,262,112
28,458
Dow,
Inc.
1,800,822
25,464
DuPont
de
Nemours,
Inc.
1,971,168
2,149
International
Flavors
&
Fragrances,
Inc.
321,061
26,505
LyondellBasell
Industries
NV,
Class A
2,726,569
4,980
The
Mosaic
Co.
158,912
10,397,154
Transportation
-
0.2%
3,110
Union
Pacific
Corp.
683,982
Total
Common
Stock
(Cost
$101,901,289)
252,561,248
AUXIER
FOCUS
FUND
SCHEDULE
OF
INVESTMENTS
June
30,
2021
10
See
Notes
to
Financial
Statements.
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
June
30,
2021.
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.
Principal
Security
Description
Rate
Maturity
Value
Corporate
Non-Convertible
Bonds
-
0.7%
Financials
-
0.5%
$
500,000
JPMorgan
Chase
&
Co.
(callable
at
100)
(b)(c)
4.63%
11/01/22
$
503,339
500,000
The
Goldman
Sachs
Group,
Inc.
(callable
at
100)
(b)(c)
5.00
11/10/22
507,500
400,000
Truist
Financial
Corp.
(callable
at
100)
(b)(c)
5.13
06/15/49
430,000
1,440,839
Industrials
-
0.2%
450,000
General
Electric
Co.
(callable
at
100)
(b)(c)
3.45
01/21/21
441,563
Total
Corporate
Non-Convertible
Bonds
(Cost
$1,815,432)
1,882,402
Investments,
at
value
-
97.0%
(Cost
$103,716,721)
$
254,443,650
Other
Assets
&
Liabilities,
Net
-
3.0%
7,821,223
Net
Assets
-
100.0%
$
262,264,873
ADR
American
Depositary
Receipt
PLC
Public
Limited
Company
(a)
Non-income
producing
security.
(b)
Variable
or
adjustable
rate
security,
the
interest
rate
of
which
adjusts
periodically
based
on
changes
in
current
interest
rates.
Rate
represented
is
as
of
June
30,
2021.
(c)
Perpetual
maturity
security.
Level
1
Level
2
Level
3
Total
Investments
at
Value
Common
Stock
Communications
$
1,752,263
$
–
$
–
$
1,752,263
Consumer
Cyclical
4,762,195
–
–
4,762,195
Consumer
Discretionary
19,959,088
–
–
19,959,088
Consumer
Staples
40,647,158
–
–
40,647,158
Energy
7,015,897
–
–
7,015,897
Financials
61,314,795
–
–
61,314,795
Health
Care
67,899,716
–
–
67,899,716
Industrials
13,072,522
–
–
13,072,522
Information
Technology
25,056,478
–
–
25,056,478
Materials
10,397,154
–
–
10,397,154
Transportation
683,982
–
–
683,982
Corporate
Non-
Convertible
Bonds
–
1,882,402
–
1,882,402
Investments
at
Value
$
252,561,248
$
1,882,402
$
–
$
254,443,650
PORTFOLIO
HOLDINGS
(Unaudited)
%
of
Total
Investments
Communications
0.7%
Consumer
Cyclical
1.9%
Consumer
Discretionary
7.8%
Consumer
Staples
16.0%
Energy
2.8%
Financials
24.1%
Health
Care
26.7%
Industrials
5.1%
Information
Technology
9.8%
Materials
4.1%
Transportation
0.3%
Corporate
Non-Convertible
Bonds
0.7%
100.0%
AUXIER
FOCUS
FUND
STATEMENT
OF
ASSETS
AND
LIABILITIES
June
30,
2021
11
See
Notes
to
Financial
Statements.
ASSETS
Investments,
at
value
(Cost
$103,716,721)
$
254,443,650
Cash
7,448,195
Receivables:
Fund
shares
sold
1,443
Investment
securities
sold
345,590
Dividends
and
interest
325,769
Prepaid
expenses
25,587
Total
Assets
262,590,234
LIABILITIES
Payables:
Investment
securities
purchased
13,565
Fund
shares
redeemed
100,719
Accrued
Liabilities:
Investment
Adviser
fees
135,376
Fund
services
fees
25,810
Other
expenses
49,891
Total
Liabilities
325,361
NET
ASSETS
$
262,264,873
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
107,177,106
Distributable
earnings
155,087,767
NET
ASSETS
$
262,264,873
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
Investor
Shares
5,354,548
A
Shares
89,797
Institutional
Shares
4,269,779
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE*
Investor
Shares
(based
on
net
assets
of
$142,914,865)
$
26.69
A
Shares
(based
on
net
assets
of
$2,442,871)
$
27.20
A
Shares
Maximum
Public
Offering
Price
Per
Share
(net
asset
value
per
share/(100%-5.75%))
$
28.86
Institutional
Shares
(based
on
net
assets
of
$116,907,137)
$
27.38
*Shares
redeemed
or
exchanged
within
180
days
of
purchase
are
charged
a
2.00%
redemption
fee.
AUXIER
FOCUS
FUND
STATEMENT
OF
OPERATIONS
YEAR
ENDED
JUNE
30,
2021
12
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$22,736)
$
4,724,988
Interest
income
96,659
Total
Investment
Income
4,821,647
EXPENSES
Investment
Adviser
fees
1,875,526
Fund
services
fees
316,238
Transfer
agent
fees:
Investor
Shares
52,587
A
Shares
1,132
Institutional
Shares
10,100
Distribution
fees:
A
Shares
6,932
Custodian
fees
24,539
Registration
fees:
Investor
Shares
15,604
A
Shares
4,544
Institutional
Shares
16,345
Professional
fees
46,735
Trustees'
fees
and
expenses
7,927
Other
expenses
191,717
Total
Expenses
2,569,926
Fees
waived
(518,947)
Net
Expenses
2,050,979
NET
INVESTMENT
INCOME
2,770,668
NET
REALIZED
AND
UNREALIZED
GAIN
Net
realized
gain
on:
Investments
2,955,262
Foreign
currency
transactions
10
Net
realized
gain
2,955,272
Net
change
in
unrealized
appreciation
on
investments
62,170,452
NET
REALIZED
AND
UNREALIZED
GAIN
65,125,724
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
67,896,392
AUXIER
FOCUS
FUND
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
13
See
Notes
to
Financial
Statements.
For
the
Year
Ended
June
30,
2021
For
the
Year
Ended
June
30,
2020
OPERATIONS
Shares
Shares
Net
investment
income
$
2,770,668
$
3,146,015
Net
realized
gain
2,955,272
3,957,269
Net
change
in
unrealized
appreciation
(depreciation)
62,170,452
(15,070,059)
Increase
(Decrease)
in
Net
Assets
Resulting
from
Operations
67,896,392
(7,966,775)
DISTRIBUTIONS
TO
SHAREHOLDERS
Investor
Shares
(3,012,681)
(8,128,004)
A
Shares
(59,813)
(151,099)
Institutional
Shares
(2,336,853)
(5,663,780)
Total
Distributions
Paid
(5,409,347)
(13,942,883)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares:
Investor
Shares
4,680,876
194,993
6,856,973
326,470
A
Shares
–
–
338,878
16,867
Institutional
Shares
5,533,880
221,073
11,009,653
484,969
Reinvestment
of
distributions:
Investor
Shares
2,896,793
123,714
7,658,790
336,765
A
Shares
57,709
2,423
146,537
6,342
Institutional
Shares
2,260,120
94,164
5,465,117
234,913
Redemption
of
shares:
Investor
Shares
(12,864,029)
(546,001)
(25,909,544)
(1,258,506)
A
Shares
(1,131,536)
(46,041)
(146,650)
(7,145)
Institutional
Shares
(6,341,551)
(265,234)
(10,458,283)
(486,997)
Redemption
fees:
Investor
Shares
1,470
–
8,095
–
A
Shares
27
–
163
–
Institutional
Shares
1,162
–
5,838
–
Decrease
in
Net
Assets
from
Capital
Share
Transactions
(4,905,079)
(220,909)
(5,024,433)
(346,322)
Increase
(Decrease)
in
Net
Assets
57,581,966
(26,934,091)
NET
ASSETS
Beginning
of
Year
204,682,907
231,616,998
End
of
Year
$
262,264,873
$
204,682,907
AUXIER
FOCUS
FUND
FINANCIAL
HIGHLIGHTS
14
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year.
For
the
Years
Ended
June
30,
2021
2020
2019
2018
2017
INVESTOR
SHARES
NET
ASSET
VALUE,
Beginning
of
Year
$
20.39
$
22.34
$
22.25
$
21.95
$
19.69
INVESTMENT
OPERATIONS
Net
investment
income
(a)
0.27
0.29
0.28
0.26
0.23
Net
realized
and
unrealized
gain
(loss)
6.59
(0.87)
1.18
1.28
2.59
Total
from
Investment
Operations
6.86
(0.58)
1.46
1.54
2.82
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
(0.30)
(0.29)
(0.30)
(0.25)
(0.23)
Net
realized
gain
(0.26)
(1.08)
(1.07)
(0.99)
(0.33)
Total
Distributions
to
Shareholders
(0.56)
(1.37)
(1.37)
(1.24)
(0.56)
REDEMPTION
FEES(a)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
NET
ASSET
VALUE,
End
of
Year
$
26.69
$
20.39
$
22.34
$
22.25
$
21.95
TOTAL
RETURN
34.03%
(3.17)%
7.08%
6.97%
14.55%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
142,915
$
113,810
$
137,995
$
161,032
$
185,363
Ratios
to
Average
Net
Assets:
Net
investment
income
1.13%
1.34%
1.25%
1.14%
1.11%
Net
expenses
0.92%
0.95%
0.98%
0.98%
1.03%
Gross
expenses
(c)
1.09%
1.10%
1.11%
1.10%
1.16%
PORTFOLIO
TURNOVER
RATE
1%
2%
3%
3%
5%
(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.
AUXIER
FOCUS
FUND
FINANCIAL
HIGHLIGHTS
15
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year.
For
the
Years
Ended
June
30,
2021
2020
2019
2018
2017
A
SHARES
NET
ASSET
VALUE,
Beginning
of
Year
$
20.76
$
22.70
$
22.56
$
22.23
$
19.90
INVESTMENT
OPERATIONS
Net
investment
income
(a)
0.19
0.23
0.22
0.20
0.19
Net
realized
and
unrealized
gain
(loss)
6.72
(0.89)
1.21
1.29
2.61
Total
from
Investment
Operations
6.91
(0.66)
1.43
1.49
2.80
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
(0.21)
(0.20)
(0.22)
(0.17)
(0.14)
Net
realized
gain
(0.26)
(1.08)
(1.07)
(0.99)
(0.33)
Total
Distributions
to
Shareholders
(0.47)
(1.28)
(1.29)
(1.16)
(0.47)
REDEMPTION
FEES(a)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
NET
ASSET
VALUE,
End
of
Year
$
27.20
$
20.76
$
22.70
$
22.56
$
22.23
TOTAL
RETURN(c)
33.60%
(3.47)%
6.80%
6.68%
14.28%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
2,443
$
2,770
$
2,664
$
2,782
$
2,797
Ratios
to
Average
Net
Assets:
Net
investment
income
0.78%
1.06%
0.98%
0.87%
0.91%
Net
expenses
1.25%
1.25%
1.25%
1.25%
1.25%
Gross
expenses
(d)
1.52%
1.51%
1.53%
1.44%
1.54%
PORTFOLIO
TURNOVER
RATE
1%
2%
3%
3%
5%
(a)
Calculated
based
on
average
shares
outstanding
during
each
year.
(b)
Less
than
$0.01
per
share.
(c)
Total
Return
does
not
include
the
effect
of
front
end
sales
charge
or
contingent
deferred
sales
charge.
(d)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
AUXIER
FOCUS
FUND
FINANCIAL
HIGHLIGHTS
16
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year.
For
the
Years
Ended
June
30,
2021
2020
2019
2018
2017
INSTITUTIONAL
SHARES
NET
ASSET
VALUE,
Beginning
of
Year
$
20.88
$
22.81
$
22.66
$
22.29
$
19.96
INVESTMENT
OPERATIONS
Net
investment
income
(a)
0.31
0.33
0.33
0.31
0.28
Net
realized
and
unrealized
gain
(loss)
6.75
(0.88)
1.19
1.30
2.61
Total
from
Investment
Operations
7.06
(0.55)
1.52
1.61
2.89
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
(0.30)
(0.30)
(0.30)
(0.25)
(0.23)
Net
realized
gain
(0.26)
(1.08)
(1.07)
(0.99)
(0.33)
Total
Distributions
to
Shareholders
(0.56)
(1.38)
(1.37)
(1.24)
(0.56)
REDEMPTION
FEES(a)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
NET
ASSET
VALUE,
End
of
Year
$
27.38
$
20.88
$
22.81
$
22.66
$
22.29
TOTAL
RETURN
34.19%
(3.00)%
7.24%
7.20%
14.72%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
116,907
$
88,103
$
90,958
$
71,644
$
59,518
Ratios
to
Average
Net
Assets:
Net
investment
income
1.25%
1.51%
1.43%
1.34%
1.32%
Net
expenses
0.80%
0.80%
0.80%
0.80%
0.86%
Gross
expenses
(c)
1.09%
1.10%
1.10%
1.10%
1.16%
PORTFOLIO
TURNOVER
RATE
1%
2%
3%
3%
5%
(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.
AUXIER
FOCUS
FUND
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2021
17
Note
1.
Organization
The
Auxier
Focus
Fund
(the
“Fund”)
is
a
diversified
portfolio
of
Forum
Funds
(the
“Trust”).
The
Trust
is
a
Delaware
statutory
trust
that
is
registered
as
an
open-end,
management
investment
company
under
the
Investment
Company
Act
of
1940,
as
amended
(the
“Act”).
Under
its
Trust
Instrument,
the
Trust
is
authorized
to
issue
an
unlimited
number
of
the
Fund’s
shares
of
beneficial
interest
without
par
value.
The
Fund
currently
offers
three
classes
of
shares:
Investor
Shares,
A
Shares
and
Institutional
Shares.
A
Shares
are
offered
at
net
asset
value
plus
a
maximum
sales
charge
of
5.75%.
A
Shares
are
also
subject
to
contingent
deferred
sales
charge
(“CDSC”)
of
1.00%
on
purchases
without
an
initial
sales
charge
and
redeemed
less
than
one
year
after
they
are
purchased.
Investor
Shares
and
Institutional
Shares
are
not
subject
to
a
sales
charge.
Investor
Shares,
A
Shares
and
Institutional
Shares
commenced
operations
on
July
9,
1999,
July
8,
2005
and
May
9,
2012,
respectively.
The
Fund’s
investment
objective
is
to
provide
long-term
capital
appreciation.
Note
2.
Summary
of
Significant
Accounting
Policies
The
Fund
is
an
investment
company
and
follows
accounting
and
reporting
guidance
under
Financial
Accounting
Standards
Board
(“FASB”)
Accounting
Standards
Codification
(“ASC”)
Topic
946,
“Financial
Services
–
Investment
Companies.”
These
financial
statements
are
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(“GAAP”),
which
require
management
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities,
the
disclosure
of
contingent
liabilities
at
the
date
of
the
financial
statements,
and
the
reported
amounts
of
increases
and
decreases
in
net
assets
from
operations
during
the
fiscal
year.
Actual
amounts
could
differ
from
those
estimates.
The
following
summarizes
the
significant
accounting
policies
of
the
Fund:
Security
Valuation
–
Securities
are
valued
at
market
prices
using
the
last
quoted
trade
or
official
closing
price
from
the
principal
exchange
where
the
security
is
traded,
as
provided
by
independent
pricing
services
on
each
Fund
business
day.
In
the
absence
of
a
last
trade,
securities
are
valued
at
the
mean
of
the
last
bid
and
ask
price
provided
by
the
pricing
service.
Debt
securities
may
be
valued
at
prices
supplied
by
a
fund’s
pricing
agent
based
on
broker
or
dealer
supplied
valuations
or
matrix
pricing,
a
method
of
valuing
securities
by
reference
to
the
value
of
other
securities
with
similar
characteristics
such
as
rating,
interest
rate
and
maturity.
Shares
of
non-exchange
traded
open-end
mutual
funds
are
valued
at
net
asset
value
(“NAV”).
Short-term
investments
that
mature
in
sixty
days
or
less
may
be
valued
at
amortized
cost.
The
Fund
values
its
investments
at
fair
value
pursuant
to
procedures
adopted
by
the
Trust’s
Board
of
Trustees
(the
“Board”)
if
(1)
market
quotations
are
not
readily
available
or
(2)
the
Adviser,
as
defined
in
Note
4,
believes
that
the
values
available
are
unreliable.
The
Trust’s
Valuation
Committee,
as
defined
in
the
Fund’s
registration
statement,
performs
certain
functions
as
they
relate
to
the
administration
and
oversight
of
the
Fund’s
valuation
procedures.
Under
these
procedures,
the
Valuation
Committee
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
Valuation
Committee
may
work
with
the
Adviser
to
provide
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
Valuation
Committee
performs
regular
reviews
of
valuation
methodologies,
key
inputs
and
assumptions,
disposition
analysis
and
market
activity.
Fair
valuation
is
based
on
subjective
factors
and,
as
a
result,
the
fair
value
price
of
an
investment
may
differ
from
the
security’s
market
price
and
may
not
be
the
price
at
which
the
asset
may
be
sold.
Fair
valuation
could
result
in
a
different
NAV
than
a
NAV
determined
by
using
market
quotes.
GAAP
has
a
three-tier
fair
value
hierarchy.
The
basis
of
the
tiers
is
dependent
upon
the
various
“inputs”
used
to
determine
the
value
of
the
Fund’s
investments.
These
inputs
are
summarized
in
the
three
broad
levels
listed
below:
Level
1
-
Quoted
prices
in
active
markets
for
identical
assets
and
liabilities.
AUXIER
FOCUS
FUND
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2021
18
Level
2
-
Prices
determined
using
significant
other
observable
inputs
(including
quoted
prices
for
similar
securities,
interest
rates,
prepayment
speeds,
credit
risk,
etc.).
Short-term
securities
with
maturities
of
sixty
days
or
less
are
valued
at
amortized
cost,
which
approximates
market
value,
and
are
categorized
as
Level
2
in
the
hierarchy.
Municipal
securities,
long-term
U.S.
government
obligations
and
corporate
debt
securities
are
valued
in
accordance
with
the
evaluated
price
supplied
by
a
pricing
service
and
generally
categorized
as
Level
2
in
the
hierarchy.
Other
securities
that
are
categorized
as
Level
2
in
the
hierarchy
include,
but
are
not
limited
to,
warrants
that
do
not
trade
on
an
exchange,
securities
valued
at
the
mean
between
the
last
reported
bid
and
ask
quotation
and
international
equity
securities
valued
by
an
independent
third
party
with
adjustments
for
changes
in
value
between
the
time
of
the
securities’
respective
local
market
closes
and
the
close
of
the
U.S.
market.
Level
3
-
Significant
unobservable
inputs
(including
the
Fund’s
own
assumptions
in
determining
the
fair
value
of
investments).
The
aggregate
value
by
input
level,
as
of
June
30,
2021,
for
the
Fund’s
investments
is
included
at
the
end
of
the
Fund’s
Schedule
of
Investments.
Security
Transactions,
Investment
Income
and
Realized
Gain
and
Loss
–
Investment
transactions
are
accounted
for
on
the
trade
date.
Dividend
income
is
recorded
on
the
ex-dividend
date.
Foreign
dividend
income
is
recorded
on
the
ex-dividend
date
or
as
soon
as
possible
after
determining
the
existence
of
a
dividend
declaration
after
exercising
reasonable
due
diligence.
Income
and
capital
gains
on
some
foreign
securities
may
be
subject
to
foreign
withholding
taxes,
which
are
accrued
as
applicable.
Interest
income
is
recorded
on
an
accrual
basis.
Premium
is
amortized
to
the
next
call
date
above
par
and
discount
is
accreted
to
maturity
using
the
effective
interest
method.
Identified
cost
of
investments
sold
is
used
to
determine
the
gain
and
loss
for
both
financial
statement
and
federal
income
tax
purposes.
Foreign
Currency
Translations
–
Foreign
currency
amounts
are
translated
into
U.S.
dollars
as
follows:
(1)
assets
and
liabilities
at
the
rate
of
exchange
at
the
end
of
the
respective
period;
and
(2)
purchases
and
sales
of
securities
and
income
and
expenses
at
the
rate
of
exchange
prevailing
on
the
dates
of
such
transactions.
The
portion
of
the
results
of
operations
arising
from
changes
in
the
exchange
rates
and
the
portion
due
to
fluctuations
arising
from
changes
in
the
market
prices
of
securities
are
not
isolated.
Such
fluctuations
are
included
with
the
net
realized
and
unrealized
gain
or
loss
on
investments.
Distributions
to
Shareholders
–
The
Fund
declares
any
dividends
from
net
investment
income
and
pays
them
annually.
Any
net
capital
gains
and
net
foreign
currency
gains
realized
by
the
Fund
are
distributed
at
least
annually.
Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
Distributions
are
based
on
amounts
calculated
in
accordance
with
applicable
federal
income
tax
regulations,
which
may
differ
from
GAAP.
These
differences
are
due
primarily
to
differing
treatments
of
income
and
gain
on
various
investment
securities
held
by
the
Fund,
timing
differences
and
differing
characterizations
of
distributions
made
by
the
Fund.
Federal
Taxes
–
The
Fund
intends
to
continue
to
qualify
each
year
as
a
regulated
investment
company
under
Subchapter
M
of
Chapter
1,
Subtitle
A,
of
the
Internal
Revenue
Code
of
1986,
as
amended
(“Code”),
and
to
distribute
all
of
its
taxable
income
to
shareholders.
In
addition,
by
distributing
in
each
calendar
year
substantially
all
of
its
net
investment
income
and
capital
gains,
if
any,
the
Fund
will
not
be
subject
to
a
federal
excise
tax.
Therefore,
no
federal
income
or
excise
tax
provision
is
required.
The
Fund
files
a
U.S.
federal
income
and
excise
tax
return
as
required.
The
Fund’s
federal
income
tax
returns
are
subject
to
examination
by
the
Internal
Revenue
Service
for
a
period
of
three
fiscal
years
after
they
are
filed.
As
of
June
30,
2021,
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
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
the
Fund.
Redemption
Fees
–
A
shareholder
who
redeems
or
exchanges
shares
within
180
days
of
purchase
will
incur
a
redemption
fee
of
2.00%
of
the
current
NAV
of
shares
redeemed
or
exchanged,
subject
to
certain
limitations.
The
fee
is
charged
for
the
benefit
of
the
remaining
shareholders
and
will
be
paid
to
the
Fund
to
help
offset
transaction
costs.
The
fee
is
accounted
for
as
an
addition
to
paid-in
capital.
The
Fund
reserves
the
right
to
modify
the
terms
of
or
terminate
the
fee
at
any
time.
There
are
limited
exceptions
to
AUXIER
FOCUS
FUND
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2021
19
the
imposition
of
the
redemption
fee.
Redemption
fees
incurred
for
the
Fund,
if
any,
are
reflected
on
the
Statements
of
Changes
in
Net
Assets.
Commitments
and
Contingencies
–
In
the
normal
course
of
business,
the
Fund
enters
into
contracts
that
provide
general
indemnifications
by
the
Fund
to
the
counterparty
to
the
contract.
The
Fund’s
maximum
exposure
under
these
arrangements
is
dependent
on
future
claims
that
may
be
made
against
the
Fund
and,
therefore,
cannot
be
estimated;
however,
based
on
experience,
the
risk
of
loss
from
such
claims
is
considered
remote.
The
Fund
has
determined
that
none
of
these
arrangements
requires
disclosure
on
the
Fund’s
balance
sheet.
Note
3.
Cash
–
Concentration
in
Uninsured
Account
For
cash
management
purposes,
the
Fund
may
concentrate
cash
with
the
Fund’s
custodian.
This
typically
results
in
cash
balances
exceeding
the
Federal
Deposit
Insurance
Corporation
(“FDIC”)
insurance
limits.
As
of
June
30,
2021,
the
Fund
had
$7,198,195
at
MUFG
Union
Bank,
N.A.
that
exceeded
the
FDIC
insurance
limit.
Note
4.
Fees
and
Expenses
Investment
Adviser
–
Auxier
Asset
Management
LLC
(the
“Adviser”)
is
the
investment
Adviser
to
the
Fund.
Pursuant
to
an
investment
advisory
agreement,
the
Adviser
receives
an
advisory
fee,
payable
monthly,
from
the
Fund
at
an
annual
rate
of
0.80%
of
the
Fund’s
average
daily
net
assets.
Distribution
–
Foreside
Fund
Services,
LLC
serves
as
the
Fund’s
distributor
(the
“Distributor”).
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.
The
Fund
has
adopted
a
Distribution
Plan
(the
“Plan”)
for
A
Shares
of
the
Fund
in
accordance
with
Rule
12b-1
of
the
Act.
Under
the
Plan,
the
Fund
pays
the
Distributor
and/or
any
other
entity
as
authorized
by
the
Board
a
fee
of
up
to
0.25%
of
the
average
daily
net
assets
of
A
Shares.
The
Distributor
has
no
role
in
determining
the
investment
policies
or
which
securities
are
to
be
purchased
or
sold
by
the
Trust
or
its
Funds.
For
the
year
ended
June
30,
2021
,
there
were
no
front-end
sales
charges
assessed
on
the
sale
of
A
Shares
and
no
contingent
deferred
sales
charges
were
assessed
on
the
sale
of
A
Shares.
Other
Service
Providers
–
Apex
provides
fund
accounting,
fund
administration,
compliance
and
transfer
agency
services
to
the
Fund.
The
fees
related
to
these
services
are
included
in
Fund
services
fees
within
the
Statement
of
Operations.
Apex
also
provides
certain
shareholder
report
production
and
EDGAR
conversion
and
filing
services.
Apex
provides
a
Principal
Executive
Officer,
a
Principal
Financial
Officer,
a
Chief
Compliance
Officer
and
an
Anti-Money
Laundering
Officer
to
the
Fund,
as
well
as
certain
additional
compliance
support
functions.
Trustees
and
Officers
–
Each
Independent
Trustee’s
annual
retainer
is
$31,000
($41,000
for
the
Chairman),
and
the
Audit
Committee
Chairman
receives
an
additional
$2,000
annually.
The
Trustees
and
Chairman
may
receive
additional
fees
for
special
Board
meetings.
Each
Trustee
is
also
reimbursed
for
all
reasonable
out-of-pocket
expenses
incurred
in
connection
with
his
or
her
duties
as
a
Trustee,
including
travel
and
related
expenses
incurred
in
attending
Board
meetings.
The
amount
of
Trustees’
fees
attributable
to
the
Fund
is
disclosed
in
the
Statement
of
Operations.
Certain
officers
of
the
Trust
are
also
officers
or
employees
of
the
above
named
service
providers,
and
during
their
terms
of
office
received
no
compensation
from
the
Fund.
Note
5.
Expense
Reimbursement
and
Fees
Waived
The
Adviser
has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
dividend
expenses
on
short
sales,
and
extraordinary
expenses
)
to
0.92%,
1.25%
and
0.80%
of
the
Investor
Shares,
A
Shares
and
Institutional
Shares,
respectively
,
through
at
least
October
31,
2021.
Prior
to
November
1,
2020,
the
expense
cap
for
Investor
Shares
was
0.94%
of
average
daily
assets.
These
contractual
waivers
may
only
be
raised
or
eliminated
with
consent
of
the
Board.
Other
fund
service
providers
have
voluntarily
agreed
to
waive
a
portion
of
their
fees.
These
voluntary
reductions
may
be
reduced
or
eliminated
at
any
time.
For
the
year
ended
June
30,
2021
,
the
fees
waived
and
expenses
reimbursed
were
as
follows:
AUXIER
FOCUS
FUND
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2021
20
The
Adviser
may
be
reimbursed
by
the
Fund
for
fees
waived
and
expenses
reimbursed
by
the
Adviser
pursuant
to
the
Expense
Cap
if
such
payment
is
made
within
three
years
of
the
fee
waiver
or
expense
reimbursement,
and
does
not
cause
the
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
to
exceed
the
lesser
of
(i)
the
then-current
expense
cap,
or
(ii)
the
expense
cap
in
place
at
the
time
the
fees/expenses
were
waived/reimbursed.
As
of
June
30,
2021
,
$1,161,217
is
subject
to
recapture
by
the
Adviser.
Other
Waivers
are
not
eligible
for
recoupment.
Note
6.
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,
2021
,
totaled
$2,4
69,671
and
$9,574,526
.
Note
7.
Federal
Income
Tax
As
of
June
30,
2021
,
cost
for
federal
income
tax
purposes
is
$103,742,584
and
net
unrealized
ap
preciation
consists
of:
Distributions
paid
during
the
fiscal
years
ended
as
noted
were
characterized
for
tax
purposes
as
follows:
As
of
June
30,
2021,
distributable
earnings
(accumulated
loss)
on
a
tax
basis
were
as
follows:
The
difference
between
components
of
distributable
earnings
on
a
tax
basis
and
the
amounts
reflected
in
the
Statement
of
Assets
and
Liabilities
are
primarily
due
to
wash
sales
and
equity
return
of
capital.
Note
8.
Subsequent
Events
Subsequent
events
occurring
after
the
date
of
this
report
through
the
date
these
financial
statements
were
issued
have
been
evaluated
for
potential
impact.
Effective
July
31,
2021,
following
the
acquisition
of
MUFG
Union
Bank,
N.A.
by
US
Bank,
US
Bank
serves
as
the
Fund's
custodian.
Investment
Adviser
Fees
Waived
Investment
Adviser
Expenses
Reimbursed
Other
Waivers
Total
Fees
Waived
and
Expenses
Reimbursed
$
218,029
$
212,768
$
88,150
$
518,947
Gross
Unrealized
Appreciation
$
157,262,212
Gross
Unrealized
Depreciation
(6,561,146)
Net
Unrealized
Appreciation
$
150,701,066
2021
2020
Ordinary
Income
$
2,913,466
$
3,106,233
Long-Term
Capital
Gain
2,495,881
10,836,650
$
5,409,347
$
13,942,883
Undistributed
Ordinary
Income
$
1,356,148
Undistributed
Long-Term
Gain
3,030,553
Unrealized
Appreciation
150,701,066
Total
$
155,087,767
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
21
To
the
Board
of
Trustees
of
Forum
Funds
and
the
Shareholders
of
Auxier
Focus
Fund
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
statement
of
assets
and
liabilities
of
Auxier
Focus
Fund,
a
series
of
shares
of
beneficial
interest
in
Forum
Funds
(the
“Fund”),
including
the
schedule
of
investments,
as
of
June
30,
2021,
and
the
related
statement
of
operations
for
the
year
then
ended,
the
statements
of
changes
in
net
assets
for
each
of
the
years
in
the
two-year
period
then
ended
and
the
financial
highlights
for
each
of
the
years
in
the
five-year
period
then
ended,
and
the
related
notes
(collectively
referred
to
as
the
“financial
statements”).
In
our
opinion,
the
financial
statements
present
fairly,
in
all
material
respects,
the
financial
position
of
the
Fund
as
of
June
30,
2021,
and
the
results
of
its
operations
for
the
year
then
ended,
the
changes
in
its
net
assets
for
each
of
the
years
in
the
two-year
period
then
ended
and
its
financial
highlights
for
each
of
the
years
in
the
five-year
period
then
ended,
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America.
Basis
for
Opinion
These
financial
statements
are
the
responsibility
of
the
Fund’s
management.
Our
responsibility
is
to
express
an
opinion
on
the
Fund's
financial
statements
based
on
our
audits.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)
(“PCAOB”)
and
are
required
to
be
independent
with
respect
to
the
Fund
in
accordance
with
the
U.S.
federal
securities
law
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.
We
conducted
our
audits
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audits
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement,
whether
due
to
error
or
fraud.
The
Fund
is
not
required
to
have,
nor
were
we
engaged
to
perform,
an
audit
of
its
internal
control
over
financial
reporting.
As
part
of
our
audits
we
are
required
to
obtain
an
understanding
of
internal
control
over
financial
reporting
but
not
for
the
purpose
of
expressing
an
opinion
on
the
effectiveness
of
the
Fund’s
internal
control
over
financial
reporting.
Accordingly,
we
express
no
such
opinion.
Our
audits
included
performing
procedures
to
assess
the
risk
of
material
misstatement
of
the
financial
statements,
whether
due
to
error
or
fraud,
and
performing
procedures
that
respond
to
those
risks.
Such
procedures
included
examining,
on
a
test
basis,
evidence
regarding
the
amounts
and
disclosures
in
the
financial
statements.
Our
procedures
included
confirmation
of
securities
owned
as
of
June
30,
2021
by
correspondence
with
the
custodian,
brokers,
or
by
other
appropriate
auditing
procedures
where
replies
from
brokers
were
not
received.
Our
audits
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
financial
statements.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinion.
BBD,
LLP
We
have
served
as
the
auditor
of
one
or
more
of
the
Funds
in
the
Forum
Funds
since
2009.
Philadelphia,
Pennsylvania
August
26,
2021
AUXIER
FOCUS
FUND
ADDITIONAL
INFORMATION
(Unaudited)
June
30,
2021
22
Proxy
Voting
Information
A
description
of
the
policies
and
procedures
that
the
Fund
uses
to
determine
how
to
vote
proxies
relating
to
securities
held
in
the
Fund’s
portfolio
is
available,
without
charge
and
upon
request,
by
calling
(877)
328-9437
and
on
the
SEC’s
website
at
www.sec.gov.
The
Fund’s
proxy
voting
record
for
the
most
recent
twelve-month
period
ended
June
30
is
available,
without
charge
and
upon
request,
by
calling
(877)
328-9437
and
on
the
SEC’s
website
at
www.sec.gov.
Availability
of
Quarterly
Portfolio
Schedules
The
Fund
files
its
complete
schedule
of
portfolio
holdings
with
the
SEC
for
the
first
and
third
quarters
of
each
fiscal
year
on
Form
N-PORT.
Forms
N-PORT
are
available
free
of
charge
on
the
SEC’s
website
at
www.sec.gov.
Shareholder
Expense
Example
As
a
shareholder
of
the
Fund,
you
incur
two
types
of
costs:
(1)
transaction
costs,
including
sales
charges
(loads)
on
purchase
payments
on
certain
classes,
redemption
fees,
exchange
fees
and
CDSC
fees,
and
(2)
ongoing
costs,
including
management
fees,
12b-1
fees,
and
other
Fund
expenses.
This
example
is
intended
to
help
you
understand
your
ongoing
costs
(in
dollars)
of
investing
in
the
Fund,
and
to
compare
these
costs
with
the
ongoing
costs
of
investing
in
other
mutual
funds.
The
example
is
based
on
an
investment
of
$1,000
invested
at
the
beginning
of
the
period
and
held
for
the
entire
period
from
January
1,
2021
through
June
30,
2021.
Actual
Expenses
–
The
first
line
of
the
table
below
provides
information
about
actual
account
values
and
actual
expenses.
You
may
use
the
information
in
this
line,
together
with
the
amount
you
invested,
to
estimate
the
expenses
that
you
paid
over
the
period.
Simply
divide
your
account
value
by
$1,000
(for
example,
an
$8,600
account
value
divided
by
$1,000
=
8.6),
then
multiply
the
result
by
the
number
in
the
first
line
under
the
heading
entitled
“Expenses
Paid
During
Period”
to
estimate
the
expenses
you
paid
on
your
account
during
the
period.
Hypothetical
Example
for
Comparison
Purposes
–
The
second
line
under
each
share
class
of
the
table
below
provides
information
about
hypothetical
account
values
and
hypothetical
expenses
based
on
the
Fund’s
actual
expense
ratio
and
an
assumed
rate
of
return
of
5%
per
year
before
expenses,
which
is
not
the
Fund’s
actual
return.
The
hypothetical
account
values
and
expenses
may
not
be
used
to
estimate
the
actual
ending
account
balance
or
expenses
you
paid
for
the
period.
You
may
use
this
information
to
compare
the
ongoing
costs
of
investing
in
the
Fund
and
other
funds.
To
do
so,
compare
this
5%
hypothetical
example
with
the
5%
hypothetical
examples
that
appear
in
the
shareholder
reports
of
other
funds.
Please
note
that
the
expenses
shown
in
the
table
are
meant
to
highlight
your
ongoing
costs
only
and
do
not
reflect
any
transactional
costs,
such
as
sales
charges
(loads)
on
purchase
payments
on
certain
classes,
redemption
fees,
exchange
fees,
and
CDSC
fees.
Therefore,
the
second
line
of
the
table
is
useful
in
comparing
ongoing
costs
only
and
will
not
help
you
determine
the
relative
total
costs
of
owning
different
funds.
In
addition,
if
these
transactional
costs
were
included,
your
costs
would
have
been
higher.
Beginning
Account
Value
January
1,
2021
Ending
Account
Value
June
30,
2021
Expenses
Paid
During
Period*
Annualized
Expense
Ratio*
Investor
Shares
Actual
$
1,000.00
$
1,132.86
$
4.92
0.93%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.18
$
4.66
0.93%
A
Shares
Actual
$
1,000.00
$
1,130.98
$
6.60
1.25%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,018.60
$
6.26
1.25%
Institutional
Shares
Actual
$
1,000.00
$
1,133.75
$
4.23
0.80%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.83
$
4.01
0.80%
*
Expenses
are
equal
to
the
Fund’s
annualized
expense
ratio
multiplied
by
the
average
account
value
over
the
period,
multiplied
by
the
number
of
days
in
the
most
recent
fiscal
half-year
(181)
divided
by
365
to
reflect
the
half-year
period.
AUXIER
FOCUS
FUND
ADDITIONAL
INFORMATION
(Unaudited)
June
30,
2021
23
Federal
Tax
Status
of
Dividends
Declared
during
the
Fiscal
Year
For
federal
income
tax
purposes,
dividends
from
short-term
capital
gains
are
classified
as
ordinary
income.
The
Fund
designates
100
%
of
its
income
dividend
distributed
as
qualifying
for
the
corporate
dividends-received
deduction
(DRD),
100
%
for
the
qualified
dividend
rate
(QDI)
and
2.87
%
of
its
income
dividends
as
qualified
interest
income
exempt
from
U.S.
tax
for
foreign
shareholders
(QII)
as
defined
in
Section
1(h)(11)
of
the
Code.
Pursuant
to
Section
852
(b)(3)
of
the
Internal
Revenue
Code,
the
Fund
designates
$2,495,881
as
long
term
capital
gain
dividends
for
the
year.
Trustees
and
Officers
of
the
Trust
The
Board
is
responsible
for
oversight
of
the
management
of
the
Trust’s
business
affairs
and
of
the
exercise
of
all
the
Trust’s
powers
except
those
reserved
for
the
shareholders.
The
following
table
provides
information
about
each
Trustee
and
certain
officers
of
the
Trust.
Each
Trustee
and
officer
holds
office
until
the
person
resigns,
is
removed
or
is
replaced.
Unless
otherwise
noted,
the
persons
have
held
their
principal
occupations
for
more
than
five
years.
The
address
for
all
Trustees
and
officers
is
Three
Canal
Plaza,
Suite
600,
Portland,
Maine
04101.
The
Fund’s
Statement
of
Additional
Information
includes
additional
information
about
the
Trustees
and
is
available,
without
charge
and
upon
request,
by
calling
(877)
328-9437.
(1)
Jessica
Chase
is
currently
an
interested
person
of
the
Trust,
as
defined
in
the
1940
Act,
due
to
her
affiliation
with
Apex
Fund
Services
and
her
role
as
President
of
the
Trust.
Apex
Fund
Services
is
a
wholly
owned
subsidiary
of
Apex
US
Holdings
LLC.
Name
and
Year
of
Birth
Position
with
the
Trust
Length
of
Time
Served
Principal
Occupation(s)
During
Past
Five
Years
Number
of
Series
in
Fund
Complex
Overseen
By
Trustee
Other
Directorships
Held
By
Trustee
During
Past
Five
Years
Independent
Trustees
David
Tucker
Born:
1958
Trustee;
Chairman
of
the
Board
Since
2011
and
Chairman
since
2018
Director,
Blue
Sky
Experience
(a
charitable
endeavor)
since
2008;
Senior
Vice
President
&
General
Counsel,
American
Century
Companies
(an
investment
management
firm)
1998-
2008.
1
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Mark
D.
Moyer
Born:
1959
Trustee;
Chairman
of
the
Audit
Committee
Since
2018
Chief
Financial
Officer,
Freedom
House
(a
NGO
advocating
political
freedom
and
democracy)
since
2017;
independent
consultant
providing
interim
CFO
services,
principally
to
non-profit
organizations,
2011-2017.
1
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Jennifer
Brown-Strabley
Born:
1964
Trustee
Since
2018
Principal,
Portland
Global
Advisors
(a
registered
investment
adviser),
1996-
2010.
1
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Interested
Trustees
(1)
Jessica
Chase
Born:
1970
Trustee
Since
2018
Director,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
1
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
AUXIER
FOCUS
FUND
ADDITIONAL
INFORMATION
(Unaudited)
June
30,
2021
24
Name
and
Year
of
Birth
Position
with
the
Trust
Length
of
Time
Served
Principal
Occupation(s)
During
Past
5
Years
Officers
Jessica
Chase
Born:
1970
President;
Principal
Executive
Officer
Since
2015
Director,
Apex
Fund
Services
since
2019.
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Karen
Shaw
Born:
1972
Treasurer;
Principal
Financial
Officer
Since
2008
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Zachary
Tackett
Born:
1988
Vice
President;
Secretary
and
Anti-
Money
Laundering
Compliance
Officer
Since
2014
Senior
Counsel,
Apex
Fund
Services
since
2019;
Counsel,
Atlantic
Fund
Services
2014-
2019.
Michael
J.
McKeen
Born:
1971
Vice
President
Since
2009
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Timothy
Bowden
Born:
1969
Vice
President
Since
2009
Manager,
Apex
Fund
Services
since
2019;
Manager,
Atlantic
Fund
Services
2008-2019.
Geoffrey
Ney
Born:
1975
Vice
President
Since
2013
Manager,
Apex
Fund
Services
since
2019;
Manager,
Atlantic
Fund
Services
2013-2019.
Todd
Proulx
Born:
1978
Vice
President
Since
2013
Manager,
Apex
Fund
Services
since
2019;
Manager,
Atlantic
Fund
Services
2013-2019.
Carlyn
Edgar
Born:
1963
Chief
Compliance
Officer
and
Vice
President
Chief
Compliance
Officer
2008-2016
and
2021-current;
Vice
President
since
2008
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
AUXIER
FOCUS
FUND
FOR
MORE
INFORMATION
P.O.
Box
588
Portland,
Maine
04112
(877)
3AUXIER
(877)
328-9437
INVESTMENT
ADVISER
Auxier
Asset
Management
LLC
15668
NE
Eilers
Road
Aurora,
Oregon
97002
TRANSFER
AGENT
Apex
Fund
Services
P.O.
Box
588
Portland,
Maine
04112
www.theapexgroup.com
DISTRIBUTOR
Foreside
Fund
Services,
LLC
Three
Canal
Plaza,
Suite
100
Portland,
Maine
04101
www.foreside.com
This
report
is
submitted
for
the
general
information
of
the
shareholders
of
the
Fund.
It
is
not
authorized
for
distribution
to
prospective
investors
unless
preceded
or
accompanied
by
an
effective
prospectus,
which
includes
information
regarding
the
Fund’s
risks,
objectives,
fees
and
expenses,
experience
of
its
management,
and
other
information.
204-ANR-0621
ANNUAL
REPORT
JUNE
30,
2021
DF
DENT
GROWTH
FUNDS
TABLE
OF
CONTENTS
JUNE
30,
2021
DF
Dent
Growth
Funds
Performance
(Unaudited)
1
DF
Dent
Premier
Growth
Fund
A
Message
to
Our
Shareholders
(Unaudited)
2
Management
Discussion
of
Fund
Performance
(Unaudited)
9
Performance
Chart
and
Analysis
(Unaudited)
14
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
Midcap
Growth
Fund
A
Message
to
Our
Shareholders
(Unaudited)
21
Performance
Chart
and
Analysis
(Unaudited)
28
Schedule
of
Investments
30
Statement
of
Assets
and
Liabilities
32
Statement
of
Operations
33
Statements
of
Changes
in
Net
Assets
34
Financial
Highlights
35
DF
Dent
Small
Cap
Growth
Fund
A
Message
to
Our
Shareholders
(Unaudited)
37
Performance
Chart
and
Analysis
(Unaudited)
43
Schedule
of
Investments
45
Statement
of
Assets
and
Liabilities
47
Statement
of
Operations
48
Statements
of
Changes
in
Net
Assets
49
Financial
Highlights
50
DF
Dent
Growth
Funds
Notes
to
Financial
Statements
52
Report
of
Independent
Registered
Public
Accounting
Firm
59
Additional
Information
(Unaudited)
61
1
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
PERFORMANCE
(Unaudited)
JUNE
30,
2021
Performance
for
the
three
DF
Dent
Growth
Funds
(for
periods
ending
6/30/2021
)
is
detailed
in
the
table
below.
N/A
-
Periods
which
exceed
the
life
of
the
particular
fund.
1
Institutional
Shares
commenced
operations
on
November
29,
2017
and
November
20,
2017
for
the
DF
Dent
Midcap
Growth
Fund
and
DF
Dent
Small
Cap
Growth
Fund,
respectively.
Performance
for
the
five
year
and
since
inception
periods
are
a
blended
average
annual
return,
which
include
the
returns
of
the
Investor
Shares
prior
to
the
commencement
of
the
Institutional
Shares.
Cumulative
performance
reflects
a
blended
return,
too.
Performance
data
quoted
represents
past
performance
and
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
an
investor’s
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
For
the
most
recent
month-end
performance,
please
call
(866)
233-3368.
Returns
greater
than
one
year
are
annualized,
except
cumulative
returns.
DF
Dent
Premier
Growth
Fund
DF
Dent
Midcap
Growth
Fund
Institutional
Shares
1
DF
Dent
Small
Cap
Growth
Fund
Institutional
Shares
1
Benchmark
S&P
500
Index
Russell
Midcap
Growth
Index
Russell
2000
Growth
Index
6
Months
Fund
+
9.82%
+
7.04%
+
7.29%
Benchmark
+
15.25%
+
10.44%
+
8.98%
Fund
vs
Benchmark
-
5.43%
-
3.40%
-
1.69%
12
Months
Fund
+
30.96%
+
29.41%
+
38.79%
Benchmark
+
40.79%
+
43.77%
+
51.36%
Fund
vs
Benchmark
-
9.83%
-
14.36%
-
12.57%
3
Years
Fund
+
22.83%
+
21.57%
+
20.39%
Benchmark
+
18.67%
+
22.39%
+
15.94%
Fund
vs
Benchmark
+
4.16%
-
0.82%
+
4.45%
5
Years
Fund
+
22.81%
+
21.13%
+
19.38%
Benchmark
+
17.65%
+
20.52%
+
18.76%
Fund
vs
Benchmark
+
5.16%
+
0.61%
+
0.62%
10
Years
Fund
+
15.98%
N/A
N/A
Benchmark
+
14.84%
N/A
N/A
Fund
vs
Benchmark
+
1.14%
N/A
N/A
Since
Inception
Fund
+
11.12%
+
16.16%
+
14.59%
Benchmark
+
8.72%
+
14.95%
+
13.21%
Fund
vs
Benchmark
+
2.40%
+
1.21%
+
1.38%
Cumulative
Since
Inception
Fund
+
720.54%
+
347.24%
+
183.81%
Benchmark
+
430.80%
+
302.92%
+
158.69%
Fund
vs
Benchmark
+
289.74%
+
44.32%
+
25.12%
Inception
Date
07/16/2001
07/01/2011
11/01/2013
2
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2021
Dear
Fellow
Shareholders,
July
16,
2021
represents
the
20th
Anniversary
of
the
DF
Dent
Premier
Growth
Fund
(the
“Fund”)
and
July
1,
2021
represents
the
10th
Anniversary
of
the
DF
Dent
Midcap
Growth
Fund.
This
letter
pertains
to
the
DF
Dent
Premier
Growth
Fund
while
the
two
following
letters
pertain
to
the
DF
Dent
Midcap
Growth
Fund
and
the
DF
Dent
Small
Cap
Growth
Fund
respectively.
During
the
past
twenty
years
we
have
had
three
recessions
(including
the
“Great
Recession”),
five
national
elections
as
well
as
a
failed
insurrection,
one
pandemic,
four
U.S.
Presidents,
four
Chairs
of
the
Federal
Reserve,
ongoing
military
conflicts
in
the
Mideast
and
Asia,
two
short
bear
markets,
and
a
twelve
year
bull
market.
A
lot
going
on!
Over
this
period,
your
Fund
has
outperformed
the
S&P
500
Index
(the
“Index”)
in
14
of
those
20
years
and
in
47
of
the
80
calendar
quarters.
The
Fund
has
achieved
an
11.12%
annual
return
since
its
inception
on
July
16,
2001.
Our
DF
Dent
Premier
Growth
Fund
(DFDPX),
which
is
covered
in
this
first
letter
of
the
Annual
Report,
has
been
our
top
performing
fund
for
the
past
three
and
five-year
periods,
while
our
DF
Dent
Small
Cap
Fund
was
the
top
performer
over
the
past
year
on
an
absolute
basis.
All
three
funds
have
hovered
around
the
+19%
to
+23%
annual
return
range
over
the
past
three-
and
five-year
periods.
In
addition,
the
DF
Dent
Midcap
Growth
Fund
has
been
included
in
the
Kiplinger
25
since
May
2019.
This
unsolicited
media
attention
has
resulted
in
some
positive
cash
flows
into
the
Funds.
New
Investments
The
Fund
added
six
new
companies
to
the
portfolio
during
the
fiscal
year:
Brooks
Automation,
Inc.
(BRKS),
Crowdstrike
Holdings,
Inc.
(CRWD),
Guidewire
Software,
Inc.
(GWRE),
Masimo
Corp.
(MASI),
QUALCOMM,
Inc.
(QCOM),
and
Workiva,
Inc.
(WK).
Brooks
Automation,
Inc.
(BRKS)
provides
automation
and
cryogenic
solutions
for
multiple
markets,
including
semiconductor
and
biological
sample
management
and
storage.
Its
Semiconductor
Solutions
group
is
a
leading
supplier
of
semiconductor
capital
equipment
for
several
niche
markets.
Its
Life
Sciences
group
is
a
leader
and
consolidator
in
automated
cold
storage
equipment
and
services
for
biological
samples.
Brooks
recently
announced
its
intention
to
separate
its
semiconductor
and
life
sciences
businesses
into
two
independent
publicly
traded
companies.
We
are
pleased
with
the
news
as
we
believe
that
it
will
unlock
additional
value
for
shareholders
and
underscores
management’s
optimism
in
the
underlying
growth
and
profitability
of
each
segment.
We
believe
the
semiconductor
business
will
continue
to
benefit
from
healthy
and
growing
market
demand
for
the
next
several
years,
and
we
believe
the
life
sciences
business
can
grow
revenue
and
earnings
at
attractive
levels
for
some
time.
Crowdstrike
Holdings,
Inc.
(CRWD)
is
an
endpoint
security
company
with
a
cloud-native
platform
that
delivers
multiple
cybersecurity
services
used
to
stop
breaches,
including
after
they
have
occurred.
The
company
leverages
crowdsourced
data
and
Artificial
Intelligence
(AI)-enabled
cloud
analytics
to
stop
threats.
CRWD’s
technology-driven
competitive
advantage
is
further
amplified
by
data-driven
network
effects.
CRWD
is
well-positioned
to
take
share
from
legacy
endpoint
protection
vendors
as
digital
transformation
is
forcing
organizations
to
move
away
from
perimeter-based,
siloed
security
solutions
toward
cloud-based
platform
solutions.
CRWD’s
management
team
has
done
an
admirable
job
of
3
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2021
steadily
building
CRWD’s
brand
and
reputation,
expanding
its
total
addressable
market
through
the
addition
of
new
modules,
and
maintaining
the
focus
on
defeating
the
cyber
“adversary.”
We
believe
CRWD
can
compound
its
earnings
and
free
cash
flow
at
a
high
rate
for
a
long
period
of
time.
Guideware
Software,
Inc.
(GWRE)
is
the
leading
provider
of
software
tailored
for
the
global
property
and
casualty
(P&C)
insurance
industry.
The
P&C
industry
is
experiencing
relatively
rapid
technological
change
with
respect
to
distribution,
underwriting,
and
claims.
GWRE’s
mission
is
to
help
its
clients
successfully
make
that
transition.
This
technological
change
is
forcing
P&C
companies
to
switch
from
their
legacy
systems
to
new
systems.
GWRE
has
the
leading
core
operating
system
in
the
space
and
is
reaping
the
benefits
of
this
secular
tailwind.
We
expect
GWRE
to
continue
gaining
market
share
by
signing
new
clients
to
its
core
product
and
building
and
acquiring
additional
systems
and
modules
to
sell
to
existing
customers.
We
believe
that
GWRE
has
strong
revenue
growth
prospects
going
forward.
Masimo
Corp.
(MASI)
is
a
global
medical
technology
company
that
develops,
manufactures,
and
markets
a
variety
of
noninvasive
patient
monitoring
technologies
and
hospital
automation
solutions.
The
company’s
innovative
suite
of
products
is
protected
by
patents
and
high
switching
costs
that
come
from
its
long-term
sensor
(consumable)
contracts
and
the
long
replacement
cycle
for
its
monitors.
There
is
increasing
scientific
evidence
supporting
the
company’s
claim
of
better
patient
outcomes
and
lower
total
cost
of
care
through
the
use
of
its
patient-monitoring
technology.
We
think
the
company’s
mission-oriented
culture
and
drive
for
innovation
are
likely
to
be
the
most
significant
and
sustainable
sources
of
MASI’s
moat
and
will
help
drive
strong
growth
over
the
next
decade.
QUALCOMM,
Inc.
(QCOM)
is
a
leader
in
the
design
and
marketing
of
semiconductors
for
smartphones
and
other
connected
devices.
We
have
long
respected
the
management
team,
and
QCOM
enjoys
a
substantial
moat
around
its
business,
which
consists
of
intellectual
property
investments
and
deep
industry
relationships.
Over
the
next
few
years,
we
expect
earnings
will
grow
driven
by
adoption
of
higher-priced
5G
cellular
modems
and
opportunities
in
new
markets.
5G
technology
promises
to
expand
cellular
connectivity
beyond
mobile
phones
into
new
adjacent
markets
like
automotive,
connected
laptops,
and
Internet
of
Things
(IoT),
which
should
serve
to
expand
QCOM’s
total
addressable
market.
Additionally,
the
resolution
of
recent
customer
disputes
and
anti-trust
investigations
reinforces
our
longer-term
conviction
in
the
business,
and
in
our
view
helps
de-risk
QCOM
as
a
stock.
Workiva,
Inc.
(WK)
provides
a
platform
for
connected
reporting
and
compliance,
which
is
used
by
public
and
private
companies,
government
agencies
and
regulated
industries.
WK’s
collaborative
cloud
enables
companies
to
file
information
digitally,
replacing
the
analog
process
of
manual
filings.
In
the
U.S.
the
SEC
has
required
digital
filings
for
some
time,
but
Europe
and
Asia
Pacific
are
further
behind.
WK
has
~75%
share
of
SEC
filings
in
the
U.S.
and
should
have
success
in
other
markets
over
time.
We
expect
that
over
the
next
several
years,
WK
can
sustain
strong
top-line
growth
while
leveraging
its
research
and
development
(R&D)
and
general
and
administrative
(G&A)
expenses
to
grow
the
bottom
line.
4
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2021
Expense
Ratio
Management
The
gross
operating
expense
ratio
for
the
Fund
is
1.15%.
Effective
with
the
November
1,
2019
Prospectus,
the
Fund’s
Adviser
agreed
to
reimburse
expenses
and
waive
management
fees
so
that
the
annual
net
expense
ratio
does
not
exceed
0.99%.
Your
Adviser
has
extended
this
agreement
through
October
31,
2021.
The
history
of
expense
reimbursements
and
management
fee
waivers
by
the
Adviser
is
shown
below:
Portfolio
Turnover
2
Annual
portfolio
turnover
since
inception
has
been
as
follows:
2
Percentage
calculated
based
on
total
value
of
long
term
investments.
3
The
Fund
commenced
operations
on
July
16,
2001.
The
average
annual
portfolio
turnover
over
the
Fund’s
20
year
history
has
been
17.1%.
We
believe
these
low
portfolio
turnover
rates
are
consistent
with
our
investment
strategy
of
holding
positions
for
long
periods
and
minimizing
transaction
expenses
for
shareholders.
Brokerage
expenses
for
this
fiscal
year’s
trading
again
amounted
to
less
than
one
cent
per
share
of
your
Fund
based
upon
the
8.7
million
shares
outstanding
as
of
June
30,
2021.
Thus,
trading
expenses
remained
very
low
owing
to
low
portfolio
turnover
and
brokerage
commissions.
Both
of
these
are
well
below
industry
norms.
Year
Ending
Expense
Reimbursement
Management
Fee
Waived
06/30/02
$
60,201
$
60,019
06/30/03
38,066
90,163
06/30/04
–
129,060
06/30/05
–
141,907
06/30/06
–
142,664
06/30/07
–
161,128
06/30/08
–
95,665
06/30/09
–
234,053
06/30/10
–
204,148
06/30/11
–
211,784
06/30/12
–
240,847
06/30/13
–
235,380
06/30/14
–
220,476
06/30/15
–
175,996
06/30/16
–
135,822
06/30/17
–
123,930
06/30/18
–
146,156
06/30/19
–
163,859
06/30/20
–
313,721
06/30/21
–
400,966
Total
$
98,267
$
3,627,744
2002
3
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
0%
14%
20%
7%
25%
17%
21%
16%
8%
21%
14%
19%
25%
25%
20%
13%
16%
23%
23%
14%
5
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2021
Asset
Allocation
4
4
Percentage
calculated
based
on
total
value
of
investments.
The
Fund’s
Adviser
has
periodically
trimmed
back
the
allocation
to
Large
Capitalization
equities
during
the
past
fiscal
year
in
response
to
the
relative
outperformance
of
that
group.
Proceeds
were
allocated
to
the
Mid-
Capitalization
sector.
5
The
appreciation
of
Small
Capitalization
companies
in
your
Fund
resulted
in
many
being
“graduated”
to
Mid-
Capitalization
and
leaving
no
Small
Capitalization
stocks
with
market
capitalizations
below
$3
billion
as
of
06/30/2021.
The
Adviser
may
consider
increasing
the
ceiling
for
Small
Capitalization
in
such
a
case,
and
we
believe
there
are
a
number
of
candidates
within
the
DF
Dent
Small
Cap
Growth
Fund
(covered
later
in
this
Annual
Report)
which
we
will
consider
for
inclusion
in
the
Fund.
Concentration
The
trimming
of
large
cap
positions
in
highly
appreciated
stocks
to
recycle
funds
into
newer
investments
has
also
reduced
the
portfolio’s
concentration
in
the
past
year
as
demonstrated
below:
Our
thought
process
is
that
if
we
invest
3%
in
a
stock
at
a
price
of
$40,
should
we
maintain
a
4.5%
position
in
the
same
company
when
its
valuation
is
50%
higher
and
the
stock
reaches
$60?
Do
we
want
a
50%
larger
position
at
a
50%
higher
valuation?
When
the
answer
is
“No,”
such
stocks
become
trim
candidates,
and
the
gain
is
recycled
into
companies
with
more
attractive
valuations.
By
industry
standards,
your
Fund’s
holdings
of
as
of
June
30,
2021
may
be
considered
reasonably
concentrated
or
“focused.”
The
SEC’s
specific
parameter
considers
a
mutual
fund
diversified,
if
among
other
factors,
no
6/30/13
6/30/14
6/30/15
6/30/16
6/30/17
6/30/18
6/30/19
6/30/20
6/30/21
Large
Capitalization
51.3%
75.5%
46.5%
53.4%
62.8%
72.2%
77.6%
69.7%
76.2%
Mid
Capitalization
40.4%
21.8%
38.9%
35.1%
29.3%
18.5%
11.3%
28.0%
23.4%
Small
Capitalization
5.6%
2.5%
12.3%
11.4%
7.9%
9.2%
8.6%
2.2%
0.0%
5
Reserve
Funds
2.7%
0.2%
2.3%
0.1%
0.0%
0.1%
2.5%
0.1%
0.4%
Total
Fund
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
Top
10
Holdings
6/30/13
6/30/14
6/30/15
6/30/16
6/30/17
6/30/18
6/30/19
6/30/20
6/30/21
%
of
the
Fund
Average
Size
Of
Top
10
44.95%
42.36%
42.80%
43.92%
43.71%
40.89%
38.17%
39.59%
39.32%
4.5%
4.2%
4.3%
4.4%
4.4%
4.1%
3.8%
4.0%
3.9%
6
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2021
holding
represents
more
than
5%
of
the
total
assets
of
the
investment
management
company.
Your
Fund’s
5.24%
position
in
Visa
on
June
30,
2021
was
the
only
holding
over
5%.
Innovative
Disruption
Creative
Destruction
-
The
19th
Century
Austrian
Economist
Joseph
Schumpeter
coined
the
term
“Creative
Destruction”
to
describe
the
ongoing
process
by
which
economic
cycles
evolve
as
the
result
of
new
companies
and
products
displacing
or
disrupting
existing
industries.
It
was
a
macro
term
theorizing
the
cause
of
economic
cycles
resulting
in
ongoing
cyclical
growth.
Disruptive
Innovation
-
The
late
20th
Century/early
21st
century
Harvard
professor
Clayton
Christensen
theorized
that
“Disruptive
Innovation”
occurs
when
more
specific
products
or
companies
disrupt
market
structures
capturing
market
share
from
preexisting
market
participants.
Both
the
incumbents
and
the
innovator
compete
as
the
latter
gains
market
share.
Your
Fund’s
holding
of
CarMax
is
an
example
of
a
disruptive
innovator,
in
our
view,
which
introduced
a
new
business
model
eventually
attracting
numerous
imitators
such
as
Vroom,
Carvana
and
Carfax
to
compete
for
market
share.
This
is
more
of
a
micro
term
referring
to
the
capture
of
market
share
rather
than
the
cause
of
ongoing
economic
cycles
as
Schumpeter
wrote.
Innovative
Disruption
-
By
using
this
term
we
hope
not
to
confuse
the
reader
but
to
refine
further
Christensen’s
term.
Your
adviser,
DF
Dent
and
Company,
seeks
to
invest
in
companies
which
are
the
masters
of
a
market
niche,
and
in
some
cases
the
creators
of
that
market
niche.
Those
creators
often
have
the
management
talent
to
sustain
innovation
and
leadership
as
competitors
attempt
to
enter
their
markets.
Unlike
Christensen’s
model,
these
companies
become
“niche
dominating”
whereby
it
becomes
difficult
for
competitors
to
enter
their
newly
created
market.
Some
of
the
best
investments
are
in
those
companies
which
cause
Disruptive
Innovation
within
existing
markets.
Innovative
Disruption,
on
the
other
hand,
is
that
innovation
which
creates
a
new
market
or
service
eventually
displacing
an
established
structure,
products
or
relationships.
Often
controversial
and
frequently
resisted
by
the
status
quo,
Innovative
Disruption
is
a
force
which
advances
markets
and
expands
the
economy.
The
most
obvious
recent
example
is
Amazon,
which
is
controversial,
innovative
and
destructive
for
brick
and
mortar
retailers.
At
the
same
time,
Amazon
expands
the
market
reach
of
existing
retailers
through
its
fulfillment
operation.
Two
additional
attributes
are
necessary
for
a
company
to
be
successfully
disruptive:
scale
and
execution.
Without
the
latter
a
company
most
likely
will
go
nowhere,
and
the
former
is
necessary
to
capture
its
market
potential.
Other
examples
in
your
Fund
holdings
which
are
disruptive
within
their
markets
are
Intuitive
Surgical,
ANSYS,
IDEXX,
Masimo,
Twilio,
and
CoStar,
all
of
which
have
expanded
their
markets
through
innovation
and
good
execution.
Market
Factors
and
Strategy
As
always,
there
have
been
many
factors
at
play,
but
none
more
influential
than
the
Federal
Government’s
fiscal
and
monetary
policies
in
driving
the
markets.
In
2021
the
US
Treasury
has
been
spending
$20
billion
per
day
in
various
relief
and
entitlement
programs
while
the
Federal
Reserve
has
been
buying
$10
billion
in
mortgage
and
U.S.
Treasury
bonds
daily
providing
massive
liquidity
to
support
the
economic
recovery.
Given
the
COVID
pandemic’s
impact
and
its
lingering
effects,
these
programs
have
avoided
what
could
have
been
a
more
dire
7
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2021
situation.
However,
not
all
this
massive
liquidity
provided
productive
economic
support.
Banks
have
remained
reluctant
to
lend
in
the
early
stages
of
the
economic
recovery,
and
much
of
this
liquidity
has
poured
into
the
financial
markets,
both
equity
and
bond,
in
the
form
of
higher
prices
and
lower
yields
by
both.
We
are
witnessing
the
resumption
of
corporate
stock
buybacks
and
retail
investor
speculation
in
the
equity
markets
at
unprecedented
levels.
In
the
case
of
GameStop,
a
retailer
of
video
games,
online
retail
traders
gathered
forces
to
drive
up
the
price
to
create
a
“short
squeeze”
on
short
hedge
funds.
Online
retail
speculators
are
reported
to
be
buying
stocks
while
picking
up
groceries
or
in
their
cars
while
waiting
at
stop
lights.
In
fact,
the
undersigned,
Bruce
Kennedy,
took
a
photo
of
an
SUV
on
Route
95
with
the
rear
window
painted,
“Buy
AMC.
Going
to
the
moon!”
On
a
more
fundamental
note,
inflation
fears
from
a
shortage
of
labor,
the
likelihood
of
higher
and
individual
tax
rates,
stretched
valuations,
the
timing
of
the
winding
down
of
the
Federal
Reserve’s
monetary
stimulus
program,
and
margin
pressures
are
all
reasons
for
concern
after
a
13-year
bull
market.
Further
gains
would
most
likely
come
from
earnings
growth
rather
than
valuation.
Consequently,
our
strategy
is
to
focus
on
those
high
quality
growth
companies
which
our
research
team
believes
can
sustain
earnings
growth
rates
in
excess
of
the
overall
economy.
As
in
the
past,
sustained
earnings
growth
should
drive
stock
price
appreciation.
We
welcome
our
new
shareholders,
and
as
we
have
often
written
to
shareholders
in
the
past,
we
promise
to
work
diligently
to
earn
the
trust
you
had
demonstrated
in
DF
Dent
and
Co.
with
your
investment.
Respectively
Submitted,
IMPORTANT
INFORMATION:
Investing
involves
risks,
including
the
possible
loss
of
principal.
The
DF
Dent
Premier
Growth
Fund
(“Premier
Fund”)
may
invest
in
small
and
medium
size
companies.
Investments
in
these
companies,
especially
smaller
companies,
carry
greater
risk
than
is
customarily
associated
with
larger
companies
for
various
reasons
such
as
increased
volatility
of
earnings
and
prospects,
narrower
markets,
limited
financial
resources
and
less
liquid
stock.
The
Premier
Fund
will
typically
invest
in
the
securities
of
fewer
issuers.
If
the
Premier
Fund’s
portfolio
is
over
weighted
in
a
sector,
any
negative
development
affecting
that
sector
will
have
a
greater
impact
on
the
Premier
Fund
than
a
fund
that
is
not
over
weighted
in
that
sector.
Daniel
F.
Dent
Bruce
L.
Kennedy
Matthew
F.
Dent
8
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2021
The
S&P
500
Index
is
a
broad-based,
unmanaged
measurement
of
changes
in
stock
market
conditions
based
on
the
average
of
500
widely
held
stocks.
The
Russell
Midcap
Growth
Index
measures
the
performance
of
the
mid-cap
growth
segment
of
the
U.S.
equity
universe.
It
includes
those
Russell
Midcap
Index
companies
with
higher
price-to-book
ratios
and
higher
forecasted
growth
values.
The
Russell
2000
Growth
Index
measures
the
performance
of
the
small
cap
growth
segment
of
the
U.S.
equity
universe.
It
includes
those
Russell
Small
Cap
Index
companies
with
higher
price-to-book
ratios
and
higher
forecasted
growth
values.
One
cannot
invest
directly
in
an
index.
9
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
MANAGEMENT
DISCUSSION
OF
FUND
PERFORMANCE
(Unaudited)
JUNE
30,
2021
Recent
Performance
For
the
fiscal
year
ending
June
30,
2021,
the
DF
Dent
Premier
Growth
Fund
(the
“Fund”)
experienced
a
total
return
of
+30.96
%
versus
a
total
return
of
+40.79
%
for
the
S&P
500
Index
(the
“Index”),
the
benchmark
we
use
for
performance
comparisons.
Performance
versus
the
Index
for
various
periods
ending
June
30,
2021
was
as
follows:
Past
performance
is
not
indicative
of
future
performance.
The
Fund’s
net
return
of
+30.96%
for
the
year
compared
with
returns
of
+16.82%
in
fiscal
2020
and
+21.14%
in
fiscal
year
2019.
The
recent
fiscal
year
began
(06/30/2020)
with
great
uncertainty
surrounding
the
economic
impact
of
the
COVID
pandemic
and
the
normal
concerns
about
a
contentious
fall
election.
That
uncertainty,
which
the
market
abhors,
was
alleviated
in
November
with
positive
efficacy
and
safety
data
for
the
Moderna
and
Pfizer
vaccines
as
well
as
the
election
results.
How
did
this
affect
your
Fund’s
performance?
In
the
first
six
months
of
this
fiscal
year,
the
Fund
performed
fairly
well,
enjoying
a
+19.25%
return,
which
lagged
the
Index
by
-2.91%.
November
of
2020,
as
mentioned
above,
seemed
to
be
a
turning
point
when
the
market
began
to
anticipate
a
post-COVID
“reopening”
of
the
economy.
With
that
anticipation,
cyclical
industrials
that
had
previously
performed
poorly
gained
as
the
market
appeared
to
rotate
away
from
growth
stocks.
This
internal
market
rotation
did
not
favor
the
growth
sector
which
had
outperformed
for
the
prior
three
years.
Consequently,
your
Fund
lagged
recovering
cyclical
industrials
into
the
quarter
ending
on
03/31/21
before
closing
its
fiscal
year
with
a
return
of
+10.23%,
ahead
of
the
Index’s
8.55%
in
the
final
quarter
ending
06/30/2021.
Themes
As
mentioned
in
previous
reports,
two
strategic
themes
were
instrumental
during
the
year.
The
Life
Sciences
industry
aids
in
discovery,
research,
development
and
production
of
COVID
testing,
therapeutics
and
vaccines.
Software-as-a-service
companies
(SaaS)
provided
software
tools
to
enterprises
and
governments
to
enable
collaboration
remotely
and
work
from
home.
Companies
operating
within
both
of
these
themes
were
well
represented
within
your
Fund.
Period
Ending
6/30/2021
DF
Dent
Premier
Growth
Fund
S&P
500
Index
Outperformance
(Underperformance)
Six
Months
+
9.82%
+
15.25%
-
5.43%
Twelve
Months
+
30.96%
+
40.79%
-
9.83%
Three
Years
(annualized)
+
22.83%
+
18.67%
+
4.16%
Five
Years
(annualized)
+
22.81%
+
17.65%
+
5.16%
Ten
Years
(annualized)
+
15.98%
+
14.84%
+
1.14%
Since
Inception
(7/16/2001)
(annualized)
+
11.12%
+
8.72%
+
2.40%
Since
Inception
(7/16/2001)
(cumulative)
+
720.54%
+
430.80%
+
289.74%
10
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
MANAGEMENT
DISCUSSION
OF
FUND
PERFORMANCE
(Unaudited)
JUNE
30,
2021
Sector
Weightings
and
Attribution
Although
your
Fund
was
only
slightly
underweighted
in
Information
Technology
(25.86%)
versus
the
Index
(27.47%),
this
Sector
was
responsible
for
almost
half
(4.39%)
of
the
Fund’s
overall
underperformance
(9.83%).
The
Information
Technology’s
Sector
return
of
+23.34%
lagged
the
Index’s
return
in
that
Sector
of
+42.55%
during
the
fiscal
year
due
to
its
absence
of
Apple
and
Microsoft
which
had
a
combined
year
end
weighting
of
11.57%
and
contributed
+5.09%
to
the
Index’s
return.
Also,
while
the
Fund’s
holding
of
Alphabet
returned
+77.30%
for
the
year,
its
underweighting
of
2.69%
compared
to
4.01%
in
the
Index
detracted
from
the
year’s
performance
comparison.
The
second
greatest
detractor
from
the
year’s
performance
was
the
Financial
Sector
where
the
Fund’s
weighting
of
8.61%
was
below
the
Index’s
11.32%.
This
Index
Sector’s
return
of
+61.67%
led
by
large
cap
banks
and
brokers,
the
avoidance
of
which
has
been
beneficial
to
your
Fund
in
recent
years,
made
a
significant
contribution
to
the
Index’s
performance
versus
the
Fund’s
relative
2021
performance
of
only
+27.76%.
Throughout
the
latter
part
of
the
Fund’s
fiscal
year,
confidence
grew
that
the
Financials
would
benefit
from
the
economy’s
reopening
and
recovery.
The
economic
recovery
from
the
COVID
shutdown
also
benefited
the
Industrial
Sector
which
posted
a
+51.37%
return
within
the
Index
while
your
Fund’s
Industrials
gained
+28.71%
for
the
year.
The
Fund’s
over-weight
in
both
Materials
at
5.92%
and
Real
Estate
at
7.89%
provided
returns
of
+27.79%
and
+32.59%
respectively,
which
would
enhance
performance
in
most
years
but
detracted
from
the
Fund’s
return
versus
the
Index
in
2021.
The
Health
Care
Sector
once
again
made
a
strong
contribution
to
your
Fund’s
return
in
2021.
Its
weighting
of
25.45%
versus
12.97%
in
the
Index
represented
our
heaviest
overweight,
and
its
return
of
+46.24%
was
your
Fund’s
best
Sector
return
in
2021.
Credit
for
this
belongs
to
the
excellent
research
of
Dr.
Gary
Wu
and
Gary
Mitchell,
the
latter
of
whom
will
be
joining
the
DF
Dent
Premier
Growth
Fund’s
management
team
in
2022.
The
following
bar
chart
presents
the
sector
weightings
of
your
Fund
(DFDPX)
versus
the
sector
weightings
of
the
Index
as
of
June
30,
2021:
11
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
MANAGEMENT
DISCUSSION
OF
FUND
PERFORMANCE
(Unaudited)
JUNE
30,
2021
Source:
FactSet
Individual
Stock
Performance
Your
Fund
held
43
different
stocks
on
June
30,
2021,
41
of
which
made
positive
contributions
for
the
fiscal
year
(individual
stock
performance
only).
The
5
top
performers
were:
1.
IDEXX
Laboratories,
Inc.
+91.29%
2.
CBRE
Group,
Inc.,
Class
A
+89.58%
3.
Twilio,
Inc.
+79.64%
4.
Alphabet,
Inc.,
Class
C
+77.30%
5.
Crowdstrike
Holdings,
Inc.,
Class
A
+76.18%
The
5
worst
performers
were:
1.
QUALCOMM,
Inc.
-
3.74%
2.
Qualys,
Inc.*
-
0.96%
3.
Workiva,
Inc.
+2.97%
4.
Masimo
Corp.
+3.26%
5.
Verisk
Analytics,
Inc.
+3.29%
12
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
MANAGEMENT
DISCUSSION
OF
FUND
PERFORMANCE
(Unaudited)
JUNE
30,
2021
In
terms
of
total
percent
contribution
to
your
Fund’s
performance
(combination
of
individual
performance
and
weighting):
The
5
top
contributors
were:
1.
Intuitive
Surgical,
Inc.
+
2.14%
2.
Bio-Techne
Corp.
+
2.12%
3.
CBRE
Group,
Inc.,
Class
A
+
2.10%
4.
Danaher
Corp.
+
1.86%
5.
Alphabet,
Inc.,
Class
C
+
1.81%
Total
Impact
+10.03%
The
5
worst
contributors
were:
1.
QUALCOMM,
Inc.
-
0.14%
2.
PROS
Holdings,
Inc.*
-
0.03%
3.
Workiva,
Inc.
-
0.02%
4.
Masimo
Corp.
+0.02%
5.
Envestnet,
Inc.
+0.08%
Total
Impact
-
0.09%
*Eliminated
as
of
year
end.
Dividend
Distributions
Your
Fund
is
required
to
distribute
its
net
realized
capital
gains
each
year.
The
Fund
distributed
a
long-term
capital
gain
of
$1.03
per
share
in
December
2020.
The
record
of
capital
gains
distributions
per
share
since
inception
(07/16/2001)
follows:
A
shareholder
who
initially
invested
$10.00
at
inception
(07/16/2001)
and
then
subsequently
reinvested
all
the
above
cash
distributions
in
additional
shares
at
the
time
of
each
distribution
would
have
accumulated
a
total
value
of
$82.05
($10
initial
investment
plus
$72.05
of
income
and
appreciation
of
reinvestments).
The
difference
between
$82.05
and
the
06/30/2021
share
price
of
$49.79
is
the
reinvestment
of
prior
cash
December
Amount
per
Share
2005
$
0.10
2006
0.17
2007
0.24
2008
0.27
2015
3.32
2016
1.08
2017
2.85
2018
2.48
2019
2.61
2020
1.03
Total
$
14.15
13
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
MANAGEMENT
DISCUSSION
OF
FUND
PERFORMANCE
(Unaudited)
JUNE
30,
2021
distributions
each
year
in
additional
shares
and
the
appreciation
of
those
reinvestments.
If
that
shareholder
had
invested
instead
$10
in
the
Index
at
inception,
the
total
value
before
deducting
the
Index
Fund’s
advertised
low
fees
would
have
been
$53.08
($10
initial
investment
plus
$43.08
income
and
appreciation
of
reinvestments).
Thus,
your
Fund
has
67.25%
more
return
than
the
Index
(Fund
appreciation
and
income
reinvested
of
$72.05
divided
by
Index
appreciation
and
income
of
$43.08).
This
is
the
result
of
reinvestment
and
compound
interest.
FIVE
LARGEST
EQUITY
HOLDINGS
June
30,
2021
21.56%
of
your
Fund’s
net
assets
generated
26.84%
of
the
year’s
return
(8.31%
divided
by
30.96%).
The
views
in
this
report
were
those
of
the
Fund’s
Adviser
as
of
June
30,
2021,
and
may
not
reflect
the
Adviser’s
views
on
the
date
this
report
is
first
published
or
anytime
thereafter.
This
report
may
contain
discussions
about
certain
investments
both
held
and
not
held
in
the
portfolio
as
of
the
report
date.
All
current
and
future
holdings
are
subject
to
risk
and
are
subject
to
change.
While
these
views
are
intended
to
assist
shareholders
in
understanding
their
investment
in
the
Fund,
they
do
not
constitute
investment
or
tax
advice,
are
not
a
guarantee
of
future
performance
and
are
not
intended
as
an
offer
or
solicitation
with
respect
to
the
purchase
or
sale
of
any
security.
Quantity
Security
Total
Cost
Market
Value
Percent
of
Net
Assets
of
the
Fund
Percent
of
Contribution
to
2021
Return
96,484
Visa,
Inc.,
Class
A
$
3,640,354
$
22,559,889
5.24%
1.17%
20,177
Intuitive
Surgical,
Inc.
6,361,598
18,555,576
4.30
2.14
38,921
Bio-Techne
Corp.
5,701,086
17,524,570
4.07
2.12
47,844
Mastercard,
Inc.,
Class
A
8,003,114
17,467,366
4.05
1.02
62,625
Danaher
Corp.
7,710,841
16,806,045
3.90
1.86
$
31,416,993
$
92,913,446
21.56%
8.31%
14
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
JUNE
30,
2021
The
following
chart
reflects
the
change
in
the
value
of
a
hypothetical
$10,000
investment,
including
reinvested
dividends
and
distributions,
in
the
DF
Dent
Premier
Growth
Fund
(the
“Fund”)
compared
with
the
performance
of
the
benchmark,
S&P
500
Index
("S&P
500”),
over
the
past
ten
fiscal
years.
The
S&P
500
is
a
broad-based
measurement
of
the
U.S.
stock
market
based
on
the
performance
of
500
widely
held
large
capitalization
common
stocks.
The
total
return
of
the
index
includes
the
reinvestment
of
dividends
and
income.
The
total
return
of
the
Fund
includes
operating
expenses
that
reduce
returns,
while
the
total
return
of
the
index
does
not
include
expenses.
The
Fund
is
professionally
managed,
while
the
index
is
unmanaged
and
is
not
available
for
investment.
Comparison
of
Change
in
Value
of
a
$10,000
Investment
DF
Dent
Premier
Growth
Fund
vs.
S&P
500
Index
Performance
data
quoted
represents
past
performance
and
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
As
stated
in
the
Fund’s
prospectus,
the
annual
operating
expense
ratio
(gross)
is
1.15%.
However,
the
Fund’s
Adviser has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
and
extraordinary
expenses)
to
0.99%,
through
October
31,
2021
(the
“Expense
Cap”).
The
Expense
Cap
may
be
raised
or
eliminated
only
with
the
consent
of
the
Board
of
Trustees.
The
Adviser
may
be
reimbursed
by
the
Fund
for
fees
waived
and
expenses
reimbursed
by
the
Adviser
pursuant
to
the
Expense
Cap
if
such
payment
is
made
within
three
years
of
the
fee
waiver
or
expense
reimbursement
and
does
not
cause
the
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
to
exceed
the
lesser
of
(i)
the
then-current
Expense
Cap
and
(ii)
the
Expense
Cap
in
place
at
the
time
the
fees/expenses
were
waived/reimbursed.
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
will
increase
if
exclusions
from
the
Expense
Cap
apply.
Prior
to
June
25,
2021,
shares
redeemed
within
60
days
of
purchase
were
charged
a
2.00%
redemption
fee.
During
the
period,
certain
fees
were
waived
and/or
expenses
reimbursed;
otherwise,
returns
would
have
been
lower.
The
performance
table
and
graph
do
not
reflect
the
deduction
of
taxes
that
a
shareholder
would
pay
on
Fund
distributions
or
the
redemption
of
Fund
shares.
Returns
greater
than
one
year
are
annualized.
For
the
most
recent
month-end
performance,
please
call
(866)
233-3368.
Average
Annual
Total
Returns
Periods
Ended
June
30,
2021
One
Year
Five
Year
Ten
Year
DF
Dent
Premier
Growth
Fund
30.96%
22.81%
15.98%
S&P
500
Index
40.79%
17.65%
14.84%
15
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
JUNE
30,
2021
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
June
30,
2021.
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.
Refer
to
this
Schedule
of
Investments
for
a
further
breakout
of
each
security
by
industry.
Shares
Security
Description
Value
Common
Stock
-
99.8%
Communication
Services
-
5.5%
4,606
Alphabet,
Inc.,
Class C
(a)
$
11,544,110
6,300
Cable
One,
Inc.
12,050,703
23,594,813
Consumer
Discretionary
-
6.5%
3,359
Amazon.com,
Inc.
(a)
11,555,498
61,100
CarMax,
Inc.
(a)
7,891,065
40,006
Dollar
General
Corp.
8,656,898
28,103,461
Financials
-
8.6%
11,817
Markel
Corp.
(a)
14,023,352
23,127
Moody's
Corp.
8,380,531
35,634
S&P
Global,
Inc.
14,625,975
37,029,858
Health
Care
-
25.4%
38,921
Bio-Techne
Corp.
17,524,570
62,625
Danaher
Corp.
16,806,045
13,375
IDEXX
Laboratories,
Inc.
(a)
8,446,981
33,968
Illumina,
Inc.
(a)
16,073,997
20,177
Intuitive
Surgical,
Inc.
(a)
18,555,576
8,800
Masimo
Corp.
(a)
2,133,560
28,727
Teleflex,
Inc.
11,542,221
32,000
Thermo
Fisher
Scientific,
Inc.
16,143,040
7,033
Veeva
Systems,
Inc.,
Class A
(a)
2,186,912
109,412,902
Industrials
-
14.2%
63,710
CoStar
Group,
Inc.
(a)
5,276,462
146,135
Fastenal
Co.
7,599,020
93,820
HEICO
Corp.,
Class A
11,650,568
14,912
Roper
Technologies,
Inc.
7,011,622
18,236
TransDigm
Group,
Inc.
(a)
11,803,981
37,231
Verisk
Analytics,
Inc.
6,505,000
95,430
Waste
Connections,
Inc.
11,397,205
61,243,858
Information
Technology
-
25.8%
39,300
ANSYS,
Inc.
(a)
13,639,458
9,125
Atlassian
Corp.
PLC,
Class A
(a)
2,343,847
159,172
Black
Knight,
Inc.
(a)
12,412,233
83,029
BlackLine,
Inc.
(a)
9,238,637
26,500
Brooks
Automation,
Inc.
2,524,920
20,790
Crowdstrike
Holdings,
Inc.,
Class A
(a)
5,224,735
23,653
Envestnet,
Inc.
(a)
1,794,317
35,266
Guidewire
Software,
Inc.
(a)
3,975,183
47,844
Mastercard,
Inc.,
Class A
17,467,366
18,860
Okta,
Inc.
(a)
4,614,665
66,190
QUALCOMM,
Inc.
9,460,537
9,520
Twilio,
Inc.
(a)
3,752,403
Shares
Security
Description
Value
Information
Technology
-
25.8%
(continued)
96,484
Visa,
Inc.,
Class A
$
22,559,889
19,650
Workiva,
Inc.
(a)
2,187,634
111,195,824
Materials
-
5.9%
50,679
Ecolab,
Inc.
10,438,353
86,282
Vulcan
Materials
Co.
15,019,108
25,457,461
Real
Estate
-
7.9%
55,281
American
Tower
Corp.
REIT
14,933,609
135,338
CBRE
Group,
Inc.,
Class A
(a)
11,602,527
23,123
SBA
Communications
Corp.
REIT
7,369,300
33,905,436
Total
Common
Stock
(Cost
$204,026,659)
429,943,613
Investments,
at
value
-
99.8%
(Cost
$204,026,659)
$
429,943,613
Other
Assets
&
Liabilities,
Net
-
0.2%
980,132
Net
Assets
-
100.0%
$
430,923,745
PLC
Public
Limited
Company
REIT
Real
Estate
Investment
Trust
(a)
Non-income
producing
security.
Valuation
Inputs
Investments
in
Securities
Level
1
-
Quoted
Prices
$
429,943,613
Level
2
-
Other
Significant
Observable
Inputs
–
Level
3
-
Significant
Unobservable
Inputs
–
Total
$
429,943,613
16
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
JUNE
30,
2021
PORTFOLIO
HOLDINGS
(Unaudited)
%
of
Total
Net
Assets
Communication
Services
5.5%
Consumer
Discretionary
6.5%
Financials
8.6%
Health
Care
25.4%
Industrials
14.2%
Information
Technology
25.8%
Materials
5.9%
Real
Estate
7.9%
Other
Assets
&
Liabilities,
Net
0.2%
100.0%
17
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
STATEMENT
OF
ASSETS
AND
LIABILITIES
JUNE
30,
2021
ASSETS
Investments,
at
value
(Cost
$204,026,659)
$
429,943,613
Cash
1,826,693
Receivables:
Fund
shares
sold
84,745
Dividends
and
interest
124,549
Prepaid
expenses
21,770
Total
Assets
432,001,370
LIABILITIES
Payables:
Fund
shares
redeemed
87,798
Accrued
Liabilities:
Investment
adviser
fees
935,416
Fund
services
fees
16,637
Other
expenses
37,774
Total
Liabilities
1,077,625
NET
ASSETS
$
430,923,745
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
190,902,351
Distributable
earnings
240,021,394
NET
ASSETS
$
430,923,745
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
8,654,249
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE
$
49.79
18
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
STATEMENT
OF
OPERATIONS
YEAR
ENDED
JUNE
30,
2021
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$13,523)
$
1,649,790
Interest
income
1,866
Total
Investment
Income
1,651,656
EXPENSES
Investment
adviser
fees
3,869,720
Fund
services
fees
261,882
Custodian
fees
40,933
Registration
fees
28,362
Professional
fees
52,539
Trustees'
fees
and
expenses
10,895
Other
expenses
65,560
Total
Expenses
4,329,891
Fees
waived
(460,181)
Net
Expenses
3,869,710
NET
INVESTMENT
LOSS
(2,218,054)
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
on
investments
23,015,840
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
83,849,044
NET
REALIZED
AND
UNREALIZED
GAIN
106,864,884
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
104,646,830
19
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,
2021
2020
OPERATIONS
Net
investment
loss
$
(2,218,054)
$
(757,408)
Net
realized
gain
23,015,840
9,311,763
Net
change
in
unrealized
appreciation
(depreciation)
83,849,044
34,998,959
Increase
in
Net
Assets
Resulting
from
Operations
104,646,830
43,553,314
DISTRIBUTIONS
TO
SHAREHOLDERS
Total
Distributions
Paid
(9,000,041)
(16,761,622)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares
44,346,027
147,836,272
Reinvestment
of
distributions
8,533,709
15,466,559
Redemption
of
shares
(61,324,523)
(58,387,306)
Redemption
fees
10,390
–
Increase
(Decrease)
in
Net
Assets
from
Capital
Share
Transactions
(8,434,397)
104,915,525
Increase
in
Net
Assets
87,212,392
131,707,217
NET
ASSETS
Beginning
of
Year
343,711,353
212,004,136
End
of
Year
$
430,923,745
$
343,711,353
SHARE
TRANSACTIONS
Sale
of
shares
1,012,607
4,134,020
Reinvestment
of
distributions
194,878
434,698
Redemption
of
shares
(1,386,281)
(1,665,992)
Increase
(Decrease)
in
Shares
(178,796)
2,902,726
20
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,
2021
2020
2019
2018
2017
NET
ASSET
VALUE,
Beginning
of
Year
$
38.91
$
35.75
$
32.13
$
28.22
$
24.42
INVESTMENT
OPERATIONS
Net
investment
loss
(a)
(0.25)
(0.11)
(0.16)
(0.15)
(0.07)
Net
realized
and
unrealized
gain
12.16
5.88
6.26
6.91
4.95
Total
from
Investment
Operations
11.91
5.77
6.10
6.76
4.88
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
(1.03)
(2.61)
(2.48)
(2.85)
(1.08)
Total
Distributions
to
Shareholders
(1.03)
(2.61)
(2.48)
(2.85)
(1.08)
REDEMPTION
FEES(a)
0.00(b)
–
–
–
–
NET
ASSET
VALUE,
End
of
Year
$
49.79
$
38.91
$
35.75
$
32.13
$
28.22
TOTAL
RETURN
30.96%
16.82%
21.14%
24.97%
20.62%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
430,924
$
343,711
$
212,004
$
173,572
$
146,716
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.57)%
(0.30)%
(0.51)%
(0.50)%
(0.26)%
Net
expenses
0.99%
1.00%
1.07%
1.09%
1.10%
Gross
expenses
(c)
1.11%
1.15%
1.20%
1.22%
1.23%
PORTFOLIO
TURNOVER
RATE
14%
23%
23%
16%
13%
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
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2021
Dear
Fellow
Shareholders:
We
would
like
to
welcome
new
Fund
shareholders
and
thank
long-term
shareholders
for
their
continued
confidence
in
the
DF
Dent
Midcap
Growth
Fund
(the
“Fund”).
Performance
For
the
period
July
1,
2020,
through
June
30,
2021,
the
Fund
experienced
a
total
return
of
+29.33%
for
Investor
Shares
and
+29.41%
for
Institutional
Shares,
underperforming
the
total
return
of
+43.77%
for
the
Russell
Midcap
Growth
Index
(the
“Index”),
which
is
the
benchmark
we
use
for
performance
comparisons,
by
-14.44%
and
-14.36%,
respectively.
Expense
Ratio
The
gross
operating
expense
ratio
for
the
Fund
is
1.01%
for
Investor
Shares
and
0.94%
for
Institutional
Shares.
Per
the
Fund’s
prospectus,
your
Fund’s
investment
Adviser
has
contractually
agreed
to
waive
a
portion
of
its
fees
to
limit
the
expense
ratio
to
0.98%
for
Investor
Shares
and
0.85%
for
Institutional
Shares
through
October
31,
2021.
Concentration
The
Fund’s
concentration
in
its
top
10
holdings
is
as
follows:
Among
the
top
10
holdings,
the
position
sizes
range
from
3.54%
to
4.78%.
We
believe
the
concentration
in
the
Fund’s
top
ten
positions
is
appropriate
at
its
current
level
and
has
the
potential
to
enhance
long-term
performance.
Management
Ownership
of
Fund
Employees,
their
families,
and
the
Adviser’s
retirement
plan
owned
approximately
3%
of
the
Fund
as
of
June
30,
2021.
There
were
only
management
purchases
and
no
management
redemptions
during
the
fiscal
year
ended
June
30,
2021.
Portfolio
Commentary
We
are
disappointed
in
the
underperformance
of
your
Fund
versus
its
benchmark
this
past
year.
It
has
been
an
extraordinary
year
in
the
markets
as
U.S.
equities
began
the
most
recent
fiscal
year
last
July
where
they
had
left
off
in
June,
continuing
the
historic
recovery
that
followed
the
massive
pandemic-induced
declines
of
February
and
March
2020.
The
early,
sustained,
and
powerful
response
from
the
Federal
Reserve
and
the
U.S.
government
supported
markets
for
much
of
this
past
year.
High-quality
stocks
led
the
early
part
of
the
recovery
from
the
March
bottoms,
as
these
stocks
were
considered
beneficiaries
of
the
pandemic
and
the
secular
Top
10
Holdings
06/30/21
%
of
the
Fund
40.36%
22
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2021
trends
it
was
expected
to
accelerate.
However,
November’s
election
and
positive
vaccine
safety
and
efficacy
news
ushered
in
a
rotation
as
markets
anticipated
a
return
to
normalcy
after
a
long,
dark
nine
months.
Capital
flowed
into
companies
that
had
been
hurt
the
most
during
the
pandemic.
As
vaccines
became
widely
available
in
2021
and
the
country
began
to
reopen,
that
trend
continued.
The
outperformance
of
lower
quality
stocks
versus
higher
quality
stocks
was
a
dominant
theme
for
much
of
the
last
eight
months
and
is
an
environment
in
which
we
would
expect
your
fund
to
underperform.
Since
its
inception
in
2011,
the
Fund’s
Investor
Shares
have
returned
16.12%
on
an
annualized
basis,
which
compares
to
a
14.95%
annualized
return
for
the
Index.
For
the
past
46
years,
we
have
operated
D.F.
Dent
with
the
primary
goal
of
enhancing
long-term
returns
for
our
clients.
Our
process
has
delivered
strong
long-
term
results
for
our
clients;
however,
as
evidenced
by
this
year’s
returns,
this
does
not
happen
during
every
period.
We
strive
to
identify
and
own
exceptional
growth
businesses,
and
we
remain
disciplined
about
owning
“D.F.
Dent-quality
companies”
irrespective
of
market
or
macroeconomic
conditions.
It
is
easy
to
lose
focus
on
the
long
term,
especially
during
periods
of
short-term
underperformance
or
sector
or
style
rotations
within
the
market.
Fund
managers
are
often
inclined
to
make
decisions
that
they
believe
will
improve
their
near-term
performance,
chasing
short-term
winners,
possibly
at
the
expense
of
performance
over
the
longer
term.
We
try
to
avoid
falling
prey
to
that
behavioral
trap.
Exceptional
growth
companies
are
not
easily
replaceable.
Your
portfolios
are
made
up
of
companies
that
we
believe
are
best-in-class*,
with
durable
growth
and
outstanding
management
teams
whom
we
trust
as
stewards
of
your
capital.
The
work
we
do
to
analyze
a
company
is
long
and
arduous.
There
is
a
high
threshold
for
a
stock
to
make
it
into
your
portfolios.
Before
we
invest
in
a
company,
we
do
significant
due
diligence
to
understand
the
industry
and
the
business
and
to
appreciate
both
the
long-term
prospects
and
the
risks.
Therefore,
our
bias
is
to
continue
to
hold
these
companies,
oftentimes
using
short-term
weakness
to
add
to
positions,
so
long
as
our
investment
thesis
remains
intact
and
valuation
remains
reasonable.
We
think
of
ourselves
as
owners
of
businesses,
rather
than
simply
owners
of
stocks
that
one
can
easily
enter
and
exit.
As
we
look
ahead,
there
are
a
number
of
issues
that
stand
to
impact
markets.
In
our
view,
the
economy
and
markets
will
have
to
walk
a
tightrope
between
boom
conditions
that
lead
to
concerns
about
inflation
or
higher
interest
rates
and
a
weaker-than-expected
or
uneven
recovery
which
leads
to
profit
disappointments.
Given
the
market’s
strong
gains
over
the
last
14
months,
much
of
the
positive
economic
news
may
already
be
discounted.
Valuations
appear
stretched
for
many
parts
of
the
market,
and
we
suspect
future
gains
are
more
likely
to
come
from
sustainable
earnings
growth
instead
of
multiple
expansion.
As
we
look
ahead
and
assess
expectations
for
a
post-pandemic
world,
the
challenge,
as
it
often
is
for
investors,
is
to
differentiate
between
short-term
noise
and
long-term
signal.
We
remain
less
concerned
with
forecasting
near-term
economic
data,
market
movements,
or
timing
the
policy
changes
of
the
Federal
Reserve.
Instead,
we
are
focused,
as
we
always
have
been,
on
our
long-term
strategy
of
investing
in
high
quality
companies
that
we
are
confident
will
be
able
to
grow
their
earnings
over
time.
The
following
companies
are
three
of
the
best
contributors
to
the
Fund’s
performance
over
the
past
year.
We
thought
highlighting
them
would
give
you
a
sense
of
not
only
why
we
have
invested
in
them
on
your
behalf,
but
also
why
they
have
outperformed
recently.
23
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2021
Bio-Techne
Corporation
(TECH)
designs
and
manufactures
best-in-class
reagents
and
instruments
for
the
life
science
research
and
clinical
diagnostics
markets.
Its
Protein
Sciences
segment
is
one
of
the
largest
suppliers
of
specialized
proteins,
such
as
cytokines
and
antibodies,
to
the
biotechnology
research
community.
It
also
develops
and
manufactures
instrumentation
and
consumables
to
simplify
protein
analysis.
Its
Diagnostics
and
Genomic
segments
serve
the
clinical
markets
with
products
such
as
assay
controls,
immunoassays,
and
other
reagents
intended
for
diagnostic
uses.
TECH
stock
performed
strongly
during
the
last
year
as
a
result
of
strong
execution
and
momentum
across
nearly
every
product
category,
geography,
and
end
market.
In
the
most
recent
quarter,
organic
revenue
grew
at
the
fastest
rate
in
25
years
and
operating
margin
was
the
highest
in
six
years.
Furthermore,
management
expects
the
momentum
to
carry
into
the
rest
of
2021
and
2022.
CBRE
Group,
Inc.
(CBRE),
is
the
leading
commercial
real
estate
services
provider.
The
stock
outperformed
significantly
during
the
last
year
as
perceived
worst
case
outcomes
related
to
COVID
were
taken
off
of
the
table
and
CBRE’s
long
term
strategy
of
increasing
its
exposure
to
more
recurring
revenue
sources,
increasing
diversification
across
business
lines,
and
reducing
leverage
bore
fruit
(adjusted
EPS
declined
-12%
from
peak
to
trough
during
COVID
vs.
-82%
during
the
Great
Financial
Crisis).
We
continue
to
think
CBRE’s
long
term
growth
prospects
are
attractive
and
expect
the
company
to
continue
benefitting
from
market
share
gains
and
industry
consolidation.
We
believe
the
long
term
risk/reward
remains
favorable.
Brooks
Automation,
Inc.
(BRKS),
provides
automation
and
cryogenic
solutions
for
multiple
markets,
including
semiconductor
and
biological
sample
management
and
storage.
Its
Semiconductor
Solutions
group
is
a
leading
supplier
of
semiconductor
capital
equipment
for
several
niche
markets.
Its
Life
Sciences
group
is
a
leader
and
consolidator
in
automated
cold
storage
equipment
and
services
for
biological
samples.
BRKS
reported
several
extremely
strong
quarters
over
the
course
of
last
year
in
both
business
segments,
driving
the
stock’s
outperformance.
Management
expects
the
strong
business
momentum
will
continue.
In
May,
Brooks
announced
its
intention
to
separate
its
semiconductor
and
life
sciences
businesses
into
two
independent
publicly
traded
companies.
We
are
pleased
with
the
news
as
we
believe
that
it
will
unlock
additional
value
for
shareholders
and
underscores
management’s
confidence
in
the
underlying
growth
and
profitability
of
each
segment.
Attribution
Analysis
In
the
fiscal
year
ending
June
30,
2021,
most
of
your
Fund’s
underperformance
can
be
attributed
to
stock
selection,
though
sector
allocation
also
detracted
from
performance.
Your
Fund
was
over-weighted
versus
the
Index
benchmark
in
the
Communication
Services,
Financials,
Health
Care,
Industrials,
Materials,
and
Real
Estate
sectors.
In
Communication
Services,
Financials,
Industrials,
and
Materials,
both
the
over-weighting
and
stock
selection
detracted
from
performance.
In
Health
Care
and
Real
Estate,
the
over-weighting
contributed
to
performance,
but
stock
selection
detracted
from
performance.
24
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2021
Your
Fund
was
under-weighted
versus
the
Index
in
the
Consumer
Discretionary
and
Information
Technology
sectors.
In
Consumer
Discretionary
and
Information
Technology,
both
the
under-weighting
and
stock
selection
detracted
from
performance.
Your
Fund
did
not
hold
any
positions
in
the
Consumer
Staples,
Energy,
and
Utilities
sectors.
Sector
Weights
The
following
bar
chart
presents
the
sector
weighting
of
your
Fund
versus
the
sector
weightings
of
the
Index
as
of
June
30,
2021
(note
this
may
differ
slightly
with
the
commentary
above,
which
relates
to
average
weightings
as
opposed
to
year-end
weightings):
Source:
FactSet
25
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2021
Best
and
Worst
Performers
FIVE
LARGEST
EQUITY
HOLDINGS
JUNE
30,
2021
Five
Best
Contributors
Investments
Fund
Net
Realized
and
Unrealized
Appreciation
and
Income
in
Fiscal
Year
2021
Fund
Per
Share
As
of
06/30/21
Bio-Techne
Corp.
$
14,675,835
$
0.78
CBRE
Group,
Inc.,
Class
A
13,566,904
0.72
Brooks
Automation,
Inc.
12,029,831
0.64
Vulcan
Materials
Co.
9,947,314
0.53
Illumina,
Inc.
7,415,306
0.40
$
57,635,190
$
3.07
Five
Worst
Contributors
Investments
Fund
Net
Realized
and
Unrealized
Loss
and
Income
in
Fiscal
Year
2021
Fund
Per
Share
As
of
06/30/21
Coupa
Software,
Inc.
$
(173,260
)
$
(0.01
)
Black
Knight,
Inc.
(132,773
)
(0.01
)
WillScot
Mobile
Mini
Holdings
Corp.
(76,777
)
(0.00
)
SiteOne
Landscape
Supply,
Inc.
1,007
0.00
Workiva,
Inc.
84,527
0.00
$
(297,276
)
$
(0.02
)
Quantity
Security
Total
Cost
Market
Value
Percent
of
Net
Assets
of
the
Fund
107,107
SBA
Communications
Corp.
$
27,361,707
$
34,135,001
4.78%
179,910
Vulcan
Materials
Co.
22,957,380
31,316,934
4.39
395,958
Black
Knight,
Inc.
28,904,041
30,876,805
4.33
63,676
Illumina,
Inc.
18,639,756
30,132,120
4.22
24,967
Markel
Corp.
25,610,218
29,628,589
4.15
$
123,473,102
$
156,089,449
21.87%
26
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2021
As
always,
we
acknowledge
the
responsibility
you
have
conveyed
by
making
your
investment
in
the
DF
Dent
Midcap
Growth
Fund
and
will
work
diligently
on
your
behalf.
Respectively
Submitted,
*
The
determination
of
“best-in-class”
is
solely
the
opinion
of
the
Fund’s
Adviser,
and
such
opinion
is
subject
to
change.
Those
companies
that
hold
leading
market
share
positions,
strong
growth
potential,
historically
good
profitability,
and
management
teams
known
for
integrity
and
good
corporate
governance
are
generally
considered
to
be
“best-in-class.”
IMPORTANT
INFORMATION:
Investing
involves
risks,
including
the
possible
loss
of
principal.
The
Fund
invests
in
small-
and
medium-
size
companies,
which
carry
greater
risk
than
is
customarily
associated
with
larger,
more
established
companies.
Investing
in
American
Depositary
Receipts
(ADRs)
carries
risks
of
political
and
financial
instability,
less
liquidity
and
greater
volatility,
as
well
as
risks
associated
with
the
lack
of
reliable
accounting
and
financial
information.
The
Fund
is
also
subject
to
other
risks,
such
as
the
risk
associated
with
investing
in
Real
Estate
Investment
Trusts
(REITs)
like
possible
real
estate
market
declines,
which
are
detailed
in
the
Fund’s
prospectus.
The
Russell
Midcap
Growth
Index
measures
the
performance
of
the
mid-cap
growth
segment
of
the
U.S.
equity
universe.
It
includes
those
Russell
Midcap
Index
companies
with
higher
price-to-book
ratios
and
higher
forecasted
growth
values.
One
cannot
invest
directly
in
an
index.
Price-to-earnings
(“P/E”)
ratio
is
the
valuation
of
a
company’s
current
share
price
relative
to
company
earnings.
Earnings-per-share
(“EPS”)
is
the
portion
of
a
company's
profit
allocated
to
each
outstanding
share
of
common
stock.
Thomas
F.
O’Neil,
Jr.
Matthew
F.
Dent
Gary
D.
Mitchell
Bruce
L.
Kennedy
27
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2021
The
views
in
this
report
contained
herein
were
those
of
the
Fund’s
Adviser
as
of
June
30,
2021,
and
may
not
reflect
the
Adviser’s
views
on
the
date
this
report
is
first
published
or
anytime
thereafter.
This
report
may
contain
discussions
about
certain
investments
both
held
and
not
held
in
the
portfolio
as
of
the
report
date.
All
current
and
future
holdings
are
subject
to
risk
and
are
subject
to
change.
While
these
views
are
intended
to
assist
shareholders
in
understanding
their
investment
in
the
Fund,
they
do
not
constitute
investment
or
tax
advice,
are
not
a
guarantee
of
future
performance
and
are
not
intended
as
an
offer
or
solicitation
with
respect
to
the
purchase
or
sale
of
any
security.
28
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
JUNE
30,
2021
The
following
chart
reflects
the
change
in
the
value
of
a
hypothetical
$10,000
investment,
including
reinvested
dividends
and
distributions,
in
the
DF
Dent
Midcap
Growth
Fund
(the
“Fund”)
compared
with
the
performance
of
the
benchmark,
the
Russell
Midcap
Growth
Index
(“Russell
Midcap
Growth”),
since
inception.
The
Russell
Midcap
Growth
measures
the
performance
of
the
mid-cap
growth
segment
of
the
U.S.
equity
universe.
It
includes
those
Russell
Midcap
Index
companies
with
higher
price-to-book
ratios
and
higher
forecasted
growth
values.
The
total
return
of
the
index
includes
the
reinvestment
of
dividends
and
income.
The
total
return
of
the
Fund
includes
operating
expenses
that
reduce
returns,
while
the
total
return
of
the
index
does
not
include
expenses.
The
Fund
is
professionally
managed,
while
the
index
is
unmanaged
and
is
not
available
for
investment.
Comparison
of
Change
in
Value
of
a
$10,000
Investment
DF
Dent
Midcap
Growth
Fund
–
Investor
Shares
vs.
Russell
Midcap
Growth
Index
Performance
data
quoted
represents
past
performance
and
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
As
stated
in
the
Fund’s
prospectus,
the
annual
operating
expense
ratios
(gross)
for
Investor
Shares
and
Institutional
Shares
are
1.01%
and
0.94%,
respectively.
However,
the
Fund’s
Adviser has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
and
extraordinary
expenses)
to
0.98%
and
0.85%
of
Investor
Shares
and
Institutional
Shares,
respectively,
through
October
31,
2021
(the
“Expense
Cap”).
The
Expense
Cap
may
be
raised
or
eliminated
only
with
the
consent
of
the
Board
of
Trustees.
The
Adviser
may
be
reimbursed
by
the
Fund
for
fees
waived
and
expenses
reimbursed
by
the
Adviser
pursuant
to
the
Expense
Cap
if
such
payment
is
made
within
three
years
of
the
fee
waiver
or
expense
reimbursement
and
does
not
cause
the
Total
Annual
Fund
Operating
Expenses
Average
Annual
Total
Returns
Periods
Ended
June
30,
2021
One
Year
Five
Year
Since
Inception
(07/01/11)
(1)
DF
Dent
Midcap
Growth
Fund
-
Investor
Shares
29.33%
21.04%
16.12%
DF
Dent
Midcap
Growth
Fund
-
Institutional
Shares
(2)
29.41%
21.13%
16.16%
Russell
Midcap
Growth
Index
43.77%
20.52%
14.95%
(1)
Investor
Shares
commenced
operations
on
July
1,
2011
and
Institutional
Shares
commenced
operations
on
November
29,
2017.
(2
)
Performance
for
the
five
year
and
since
inception
periods
are
a
blended
average
annual
return,
which
include
the
returns
of
the
Investor
Shares
prior
to
the
commencement
of
the
Institutional
Shares.
29
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
JUNE
30,
2021
After
Fee
Waiver
and/or
Expense
Reimbursement
to
exceed
the
lesser
of
(i)
the
then-current
Expense
Cap
and
(ii)
the
Expense
Cap
in
place
at
the
time
the
fees/expenses
were
waived/reimbursed.
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
will
increase
if
exclusions
from
the
Expense
Cap
apply.
Prior
to
June
25,
2021,
shares
redeemed
within
60
days
of
purchase
were
charged
a
2.00%
redemption
fee.
During
the
period,
certain
fees
were
waived
and/or
expenses
reimbursed;
otherwise,
returns
would
have
been
lower.
The
performance
table
and
graph
do
not
reflect
the
deduction
of
taxes
that
a
shareholder
would
pay
on
Fund
distributions
or
the
redemption
of
Fund
shares.
Returns
greater
than
one
year
are
annualized.
For
the
most
recent
month-end
performance,
please
call
(866)
233-3368.
30
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
JUNE
30,
2021
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
June
30,
2021.
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.
Refer
to
this
Schedule
of
Investments
for
a
further
breakout
of
each
security
by
industry.
Shares
Security
Description
Value
Common
Stock
-
98.4%
Communication
Services
-
3.4%
12,615
Cable
One,
Inc.
$
24,130,098
Consumer
Discretionary
-
5.1%
121,583
Bright
Horizons
Family
Solutions,
Inc.
(a)
17,886,075
141,174
CarMax,
Inc.
(a)
18,232,622
36,118,697
Financials
-
7.7%
24,967
Markel
Corp.
(a)
29,628,589
69,866
Moody's
Corp.
25,317,342
54,945,931
Health
Care
-
19.4%
58,930
Bio-Techne
Corp.
26,533,822
18,568
IDEXX
Laboratories,
Inc.
(a)
11,726,620
63,676
Illumina,
Inc.
(a)
30,132,120
17,099
Intuitive
Surgical,
Inc.
(a)
15,724,924
42,381
Masimo
Corp.
(a)
10,275,274
65,486
Teleflex,
Inc.
26,311,620
56,491
Veeva
Systems,
Inc.,
Class A
(a)
17,565,876
138,270,256
Industrials
-
22.1%
193,023
CoStar
Group,
Inc.
(a)
15,986,165
340,674
Fastenal
Co.
17,715,048
181,509
HEICO
Corp.,
Class A
22,539,787
45,161
Old
Dominion
Freight
Line,
Inc.
11,461,862
33,176
Roper
Technologies,
Inc.
15,599,355
100
SiteOne
Landscape
Supply,
Inc.
(a)
16,926
34,015
TransDigm
Group,
Inc.
(a)
22,017,569
125,858
Verisk
Analytics,
Inc.
21,989,910
198,241
Waste
Connections,
Inc.
23,675,923
254,155
WillScot
Mobile
Mini
Holdings
Corp.
(a)
7,083,300
158,085,845
Information
Technology
-
25.9%
82,979
ANSYS,
Inc.
(a)
28,798,691
34,015
Atlassian
Corp.
PLC,
Class A
(a)
8,737,093
395,958
Black
Knight,
Inc.
(a)
30,876,805
193,862
BlackLine,
Inc.
(a)
21,571,025
266,403
Brooks
Automation,
Inc.
25,382,878
26,855
Coupa
Software,
Inc.
(a)
7,038,964
44,296
Crowdstrike
Holdings,
Inc.,
Class A
(a)
11,132,028
43,509
Envestnet,
Inc.
(a)
3,300,593
91,397
Guidewire
Software,
Inc.
(a)
10,302,270
34,671
Okta,
Inc.
(a)
8,483,300
189,458
PROS
Holdings,
Inc.
(a)
8,633,601
24,862
Twilio,
Inc.
(a)
9,799,606
16,076
Tyler
Technologies,
Inc.
(a)
7,272,300
Shares
Security
Description
Value
Information
Technology
-
25.9%
(continued)
32,310
Workiva,
Inc.
(a)
$
3,597,072
184,926,226
Materials
-
7.9%
121,977
Ecolab,
Inc.
25,123,603
179,910
Vulcan
Materials
Co.
31,316,934
56,440,537
Real
Estate
-
6.9%
178,992
CBRE
Group,
Inc.,
Class A
(a)
15,344,984
107,107
SBA
Communications
Corp.
REIT
34,135,001
49,479,985
Total
Common
Stock
(Cost
$498,463,383)
702,397,575
Investments,
at
value
-
98.4%
(Cost
$498,463,383)
$
702,397,575
Other
Assets
&
Liabilities,
Net
-
1.6%
11,432,880
Net
Assets
-
100.0%
$
713,830,455
PLC
Public
Limited
Company
REIT
Real
Estate
Investment
Trust
(a)
Non-income
producing
security.
Valuation
Inputs
Investments
in
Securities
Level
1
-
Quoted
Prices
$
702,397,575
Level
2
-
Other
Significant
Observable
Inputs
–
Level
3
-
Significant
Unobservable
Inputs
–
Total
$
702,397,575
31
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
JUNE
30,
2021
PORTFOLIO
HOLDINGS
(Unaudited)
%
of
Total
Net
Assets
Communication
Services
3.4%
Consumer
Discretionary
5.1%
Financials
7.7%
Health
Care
19.4%
Industrials
22.1%
Information
Technology
25.9%
Materials
7.9%
Real
Estate
6.9%
Other
Assets
&
Liabilities,
Net
1.6%
100.0%
32
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
STATEMENT
OF
ASSETS
AND
LIABILITIES
JUNE
30,
2021
ASSETS
Investments,
at
value
(Cost
$498,463,383)
$
702,397,575
Cash
13,637,258
Receivables:
Fund
shares
sold
1,274,687
Dividends
and
interest
75,525
Prepaid
expenses
33,309
Total
Assets
717,418,354
LIABILITIES
Payables:
Investment
securities
purchased
359,038
Fund
shares
redeemed
1,782,300
Accrued
Liabilities:
Investment
adviser
fees
1,348,443
Fund
services
fees
27,815
Other
expenses
70,303
Total
Liabilities
3,587,899
NET
ASSETS
$
713,830,455
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
503,275,060
Distributable
earnings
210,555,395
NET
ASSETS
$
713,830,455
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
Investor
Shares
8,086,811
Institutional
Shares
10,655,962
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE
Investor
Shares
(based
on
net
assets
of
$307,341,188)
$
38.01
Institutional
Shares
(based
on
net
assets
of
$406,489,267)
$
38.15
33
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
STATEMENT
OF
OPERATIONS
YEAR
ENDED
JUNE
30,
2021
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$25,652)
$
2,110,158
Interest
income
10,186
Total
Investment
Income
2,120,344
EXPENSES
Investment
adviser
fees
4,524,399
Fund
services
fees
366,000
Transfer
agent
fees:
Investor
Shares
34,486
Institutional
Shares
7,569
Custodian
fees
63,297
Registration
fees:
Investor
Shares
33,412
Institutional
Shares
50,742
Professional
fees
66,571
Trustees'
fees
and
expenses
13,918
Investment
adviser
expense
reimbursements
recouped:
Investor
Shares
96,122
Other
expenses
95,496
Total
Expenses
5,352,012
Fees
waived
(101,446)
Net
Expenses
5,250,566
NET
INVESTMENT
LOSS
(3,130,222)
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
on
investments
13,915,097
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
138,110,743
NET
REALIZED
AND
UNREALIZED
GAIN
152,025,840
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
148,895,618
34
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,
2021
2020
OPERATIONS
Net
investment
loss
$
(3,130,222)
$
(511,867)
Net
realized
gain
(loss)
13,915,097
(1,410,477)
Net
change
in
unrealized
appreciation
(depreciation)
138,110,743
37,859,409
Increase
in
Net
Assets
Resulting
from
Operations
148,895,618
35,937,065
DISTRIBUTIONS
TO
SHAREHOLDERS
Investor
Shares
(919,753)
(1,153,544)
Institutional
Shares
(988,441)
(574,862)
Total
Distributions
Paid
(1,908,194)
(1,728,406)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares:
Investor
Shares
120,364,199
240,219,813
Institutional
Shares
295,627,084
69,788,171
Reinvestment
of
distributions:
Investor
Shares
907,943
1,144,051
Institutional
Shares
966,567
574,748
Redemption
of
shares:
Investor
Shares
(130,257,205)
(77,766,195)
Institutional
Shares
(87,162,926)
(3,511,370)
Redemption
fees:
Investor
Shares
68,687
191,179
Institutional
Shares
19,683
2,860
Increase
in
Net
Assets
from
Capital
Share
Transactions
200,534,032
230,643,257
Increase
in
Net
Assets
347,521,456
264,851,916
NET
ASSETS
Beginning
of
Year
366,308,999
101,457,083
End
of
Year
$
713,830,455
$
366,308,999
SHARE
TRANSACTIONS
Sale
of
shares:
Investor
Shares
3,662,796
8,989,790
Institutional
Shares
8,930,903
2,585,116
Reinvestment
of
distributions:
Investor
Shares
26,525
42,420
Institutional
Shares
28,130
21,263
Redemption
of
shares:
Investor
Shares
(3,874,261)
(3,020,289)
Institutional
Shares
(2,443,564)
(131,178)
Increase
in
Shares
6,330,529
8,487,122
35
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,
2021
2020
2019
2018
2017
INVESTOR
SHARES
NET
ASSET
VALUE,
Beginning
of
Year
$
29.48
$
25.83
$
22.21
$
18.08
$
15.37
INVESTMENT
OPERATIONS
Net
investment
loss
(a)
(0.18)
(0.08)
(0.11)
(0.11)
(0.09)
Net
realized
and
unrealized
gain
8.81
3.93
4.41
4.30
2.81
Total
from
Investment
Operations
8.63
3.85
4.30
4.19
2.72
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
(0.11)
(0.24)
(0.69)
(0.06)
(0.01)
Total
Distributions
to
Shareholders
(0.11)
(0.24)
(0.69)
(0.06)
(0.01)
REDEMPTION
FEES(a)
0.01
0.04
0.01
0.00(b)
–
NET
ASSET
VALUE,
End
of
Year
$
38.01
$
29.48
$
25.83
$
22.21
$
18.08
TOTAL
RETURN
29.33%
15.14%
20.27%
23.21%
17.74%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
307,341
$
243,855
$
58,367
$
19,993
$
35,652
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.54)%
(0.28)%
(0.46)%
(0.52)%
(0.55)%
Net
expenses
0.89%
0.98%
0.98%
1.01%
1.10%
Gross
expenses
(c)
0.91%(d)
1.01%(d)
1.13%
1.40%
1.68%
PORTFOLIO
TURNOVER
RATE
30%
31%
29%
32%
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.
(d)
Ratio
includes
recoupment,
which
amounted
to
0.03%
and
0.06%,
respectively.
36
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
29,
2017
(a)
Through
June
30,
2018
2021
2020
2019
INSTITUTIONAL
SHARES
NET
ASSET
VALUE,
Beginning
of
Period
$
29.57
$
25.88
$
22.22
$
20.56
INVESTMENT
OPERATIONS
Net
investment
loss
(b)
(0.17)
(0.04)
(0.08)
(0.05)
Net
realized
and
unrealized
gain
8.86
3.97
4.43
1.77
Total
from
Investment
Operations
8.69
3.93
4.35
1.72
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
(0.11)
(0.24)
(0.69)
(0.06)
Total
Distributions
to
Shareholders
(0.11)
(0.24)
(0.69)
(0.06)
REDEMPTION
FEES(b)
0.00(c)
0.00(c)
0.00(c)
0.00(c)
NET
ASSET
VALUE,
End
of
Period
$
38.15
$
29.57
$
25.88
$
22.22
TOTAL
RETURN
29.41%
15.26%
20.45%
8.40%(d)
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
406,489
$
122,454
$
43,090
$
27,141
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.50)%
(0.15)%
(0.33)%
(0.36)%(e)
Net
expenses
0.85%
0.85%
0.85%
0.85%(e)
Gross
expenses
(f)
0.86%
0.94%
1.11%
1.27%(e)
PORTFOLIO
TURNOVER
RATE
30%
31%
29%
32%(d)
footertext
(a)
Commencement
of
operations.
(b)
Calculated
based
on
average
shares
outstanding
during
each
period.
(c)
Less
than
$0.01
per
share.
(d)
Not
annualized.
(e)
Annualized.
(f)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
37
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2021
Dear
Fellow
Shareholders:
Performance
For
the
fiscal
year
ended
June
30,
2021,
the
DF
Dent
Small
Cap
Growth
Fund
(the
“Fund”)
experienced
a
total
return
of
+38.60%
for
Investor
Shares
and
+38.79%
for
Institutional
Shares.
These
returns
are
net
of
fees
and
represent
underperformance
of
-12.76%
and
-12.57%
respectively
relative
to
the
total
return
of
+51.36%
for
the
Russell
2000
Growth
Index
(the
“Index”),
which
is
the
benchmark
we
use
for
performance
comparisons.
Expense
Ratio
The
gross
operating
expense
ratio
for
the
Fund
is
1.66%
for
Investor
Shares
and
1.72%
for
Institutional
Shares.
Per
the
Fund’s
prospectus,
your
Fund’s
investment
Adviser
has
contractually
agreed
to
reimburse
expenses
and/or
waive
a
portion
of
its
fees
so
as
to
maintain
your
expense
ratio
at
a
net
1.05%
for
Investor
Shares
and
0.95%
for
Institutional
Shares
through
October
31,
2021.
Concentration
The
Fund’s
concentration
in
its
top
10
holdings
is
as
follows:
Among
the
top
10
holdings,
the
range
of
position
sizes
is
2.75%
to
3.53%.
We
believe
that
the
concentration
in
the
Fund’s
top
10
positions
is
appropriate
at
its
current
level
and
has
the
potential
to
enhance
long-term
performance.
Management
Ownership
of
Fund
Employees,
their
families,
and
the
Adviser’s
retirement
plan
owned
approximately
16%
of
the
Fund
as
of
June
30,
2021.
Portfolio
Commentary
We
are
disappointed
in
the
underperformance
of
your
Fund
versus
its
benchmark
this
past
year.
It
has
been
an
extraordinary
year
in
the
markets
as
U.S.
equities
began
the
most
recent
fiscal
year
last
July
where
they
had
left
off
in
June,
continuing
the
historic
recovery
that
followed
the
massive
pandemic-induced
declines
of
February
and
March
2020.
The
early,
sustained,
and
powerful
response
from
the
Federal
Reserve
and
the
U.S.
government
supported
markets
for
much
of
this
past
year,
and
returns
for
small
cap
stocks
have
been
particularly
impressive.
From
the
March
low,
the
Russell
2000
Growth
Index,
the
index
against
which
we
benchmark
your
Fund,
has
risen
an
extraordinary
+130%-plus.
While
small
cap
stocks
typically
lead
their
larger
counterparts
in
the
early
part
of
a
recovery,
the
performance
has
been
historic.
High-quality
stocks
led
the
early
part
of
the
recovery
from
the
March
bottoms,
as
these
stocks
were
considered
beneficiaries
of
the
pandemic
Top
10
Holdings
06/30/21
%
of
the
Fund
31.45%
38
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2021
and
the
secular
trends
it
was
expected
to
accelerate.
However,
November’s
election
and
positive
vaccine
safety
and
efficacy
news
ushered
in
a
rotation
as
markets
anticipated
a
return
to
normalcy
after
a
long,
dark
nine
months.
Capital
flowed
into
companies
that
had
been
hurt
the
most
during
the
pandemic.
As
vaccines
became
widely
available
in
2021
and
the
country
began
to
reopen,
that
trend
continued.
The
outperformance
of
lower
quality
stocks
versus
higher
quality
stocks
was
a
dominant
theme
for
much
of
the
last
eight
months
and
is
an
environment
in
which
we
would
expect
your
Fund
to
underperform.
Since
its
inception
in
2013,
the
Fund’s
Investor
Shares
have
returned
+14.54%
on
an
annualized
basis,
which
compares
to
a
+13.21%
annualized
return
for
the
Index.
For
the
past
46
years,
we
have
operated
D.F.
Dent
with
the
primary
goal
of
enhancing
long-term
returns
for
our
clients.
Our
process
has
delivered
strong
long-
term
results
for
our
clients;
however,
as
evidenced
by
this
year’s
returns,
this
does
not
happen
during
every
period.
We
strive
to
identify
and
own
exceptional
growth
businesses,
and
we
remain
disciplined
about
owning
“D.F.
Dent-quality
companies”
irrespective
of
market
or
macroeconomic
conditions.
It
is
easy
to
lose
focus
on
the
long
term,
especially
during
periods
of
short-term
underperformance
or
sector
or
style
rotations
within
the
market.
Fund
managers
are
often
inclined
to
make
decisions
that
they
believe
will
improve
their
near-term
performance,
chasing
short-term
winners,
possibly
at
the
expense
of
performance
over
the
longer
term.
We
try
to
avoid
falling
prey
to
that
behavioral
trap.
Exceptional
growth
companies
are
not
easily
replaceable.
Your
portfolios
are
made
up
of
companies
that
we
believe
are
best-in-class*,
with
durable
growth
and
outstanding
management
teams
whom
we
trust
as
stewards
of
your
capital.
The
work
we
do
to
analyze
a
company
is
long
and
arduous.
There
is
a
high
threshold
for
a
stock
to
make
it
into
your
portfolios.
Before
we
invest
in
a
company,
we
do
significant
due
diligence
to
understand
the
industry
and
the
business
and
to
appreciate
both
the
long-term
prospects
and
the
risks.
Therefore,
our
bias
is
to
continue
to
hold
these
companies,
oftentimes
using
short-term
weakness
to
add
to
positions,
so
long
as
our
investment
thesis
remains
intact
and
valuation
remains
reasonable.
We
think
of
ourselves
as
owners
of
businesses,
rather
than
simply
owners
of
stocks
that
one
can
easily
enter
and
exit.
As
we
look
ahead,
there
are
a
number
of
issues
that
stand
to
impact
markets.
In
our
view,
the
economy
and
markets
will
have
to
walk
a
tightrope
between
boom
conditions
that
lead
to
concerns
about
inflation
or
higher
interest
rates,
and
a
weaker-than-expected
or
uneven
recovery
which
leads
to
profit
disappointments.
Given
the
market’s
strong
gains
over
the
last
14
months,
much
of
the
positive
economic
news
may
already
be
discounted.
Valuations
appear
stretched
for
many
parts
of
the
market,
and
we
suspect
future
gains
are
more
likely
to
come
from
sustainable
earnings
growth
instead
of
multiple
expansion.
As
we
look
ahead
and
assess
expectations
for
a
post-pandemic
world,
the
challenge,
as
it
often
is
for
investors,
is
to
differentiate
between
short-term
noise
and
long-term
signal.
We
remain
less
concerned
with
forecasting
near-term
economic
data,
market
movements,
or
timing
the
policy
changes
of
the
Federal
Reserve.
Instead,
we
are
focused,
as
we
always
have
been,
on
our
long-term
strategy
of
investing
in
high
quality
companies
that
we
are
confident
will
be
able
to
grow
their
earnings
over
time.
The
following
companies
are
three
of
the
best
contributors
to
the
Fund’s
performance
over
the
past
year.
We
thought
highlighting
them
would
give
you
a
sense
of
not
only
why
we
have
invested
in
them
on
your
behalf,
but
also
why
they
have
outperformed
recently.
39
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2021
Trupanion
,
Inc.
(TRUP)
is
a
leading
pet
health
insurance
company
operating
in
a
large
underpenetrated
market
with
a
differentiated
go-to-market
strategy
and
a
vertically-integrated
business
model.
TRUP
has
continued
to
report
strong
results
in
recent
quarters
that
demonstrated
the
resiliency
of
its
pet
subscription
base
as
well
as
attractive
underlying
unit
economics.
TRUP
has
shown
a
meaningful
improvement
in
its
monthly
pet
retention
rate
and
an
increase
in
referrals
from
its
existing
members.
Its
brand
continues
to
strengthen
as
an
increasing
number
of
pet
owners
realize
the
value
of
its
benefit-
rich
pet
insurance
policy
and
its
proprietary
claims
payment
software.
We
believe
TRUP’s
business
model
aligns
the
interests
of
all
the
key
stakeholders
in
its
ecosystem
–
pet
owners,
veterinarians,
employees,
and
TRUP
shareholders.
We
expect
TRUP
to
continue
gaining
significant
market
share
as
pet
insurance
penetration
rates
in
North
America
expand
gradually
over
time.
Recently
announced
new
business
initiatives
provide
TRUP
an
opportunity
to
expand
into
adjacent
markets
and
could
serve
as
sources
of
significant
optionality.
Brooks
Automation,
Inc.
(BRKS),
provides
automation
and
cryogenic
solutions
for
multiple
markets,
including
semiconductors
and
biological
sample
management
and
storage.
Its
Semiconductor
Solutions
group
is
a
leading
supplier
of
semiconductor
capital
equipment
for
several
niche
markets.
Its
Life
Sciences
group
is
a
leader
and
consolidator
in
automated
cold
storage
equipment
and
services
for
biological
samples.
BRKS
reported
several
extremely
strong
quarters
over
the
course
of
last
year
in
both
business
segments,
driving
the
stock’s
outperformance.
Management
expects
the
strong
business
momentum
will
continue.
In
May,
Brooks
announced
its
intention
to
separate
its
semiconductor
and
life
sciences
businesses
into
two
independent
publicly
traded
companies.
We
are
pleased
with
the
news
as
we
believe
that
it
will
unlock
additional
value
for
shareholders
and
underscores
management’s
confidence
in
the
underlying
growth
and
profitability
of
each
segment.
Bio-
Techne
Corporation
(TECH)
designs
and
manufactures
best-in-class
reagents
and
instruments
for
the
life
science
research
and
clinical
diagnostics
markets.
Its
Protein
Sciences
segment
is
one
of
the
largest
suppliers
of
specialized
proteins,
such
as
cytokines
and
antibodies,
to
the
biotechnology
research
community.
It
also
develops
and
manufactures
instrumentation
and
consumables
to
simplify
protein
analysis.
Its
Diagnostics
and
Genomic
segments
serve
the
clinical
markets
with
products
such
as
assay
controls,
immunoassays
and
other
reagents
intended
for
diagnostic
uses.
TECH
stock
performed
strongly
during
the
last
year
as
a
result
of
strong
execution
and
momentum
across
nearly
every
product
category,
geography,
and
end
market.
In
the
most
recent
quarter,
organic
revenue
grew
at
the
fastest
rate
in
25
years,
and
operating
margin
was
the
highest
in
six
years.
Furthermore,
management
expects
the
momentum
to
carry
into
the
rest
of
2021
and
2022.
Attribution
Analysis
In
the
fiscal
year
ending
June
30,
2021,
your
Fund’s
underperformance
can
be
attributed
to
stock
selection.
Sector
allocation
contributed
positively
to
performance.
Your
Fund
was
over-weighted
versus
the
Index
in
the
Communication
Services,
Industrials,
and
Information
Technology
sectors.
In
Industrials
and
Information
Technology,
the
over-weighting
contributed
to
performance
40
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2021
while
stock
selection
was
a
detractor.
In
Communication
Services,
the
over-weighting
and
the
stock
selection
detracted
from
performance.
Your
Fund
was
under-weighted
versus
the
Index
in
the
Consumer
Discretionary,
Consumer
Staples,
Financials,
and
Health
Care
sectors.
In
Consumer
Discretionary
and
Consumer
Staples,
the
under-weighting
and
stock
selection
detracted
from
performance.
In
Financials,
the
under-weighting
detracted
from
performance
slightly,
but
stock
selection
was
a
positive
contributor.
In
Health
Care,
both
the
under-weighting
and
stock
selection
contributed
to
performance.
Your
Fund
did
not
hold
any
positions
in
the
Energy
or
Materials
sectors,
the
absence
of
all
of
which
detracted
slightly
from
performance
compared
to
the
Index.
Your
Fund
also
did
not
hold
any
positions
in
the
Real
Estate
and
Utilities
sectors,
which
contributed
to
performance.
Sector
Weights
The
following
bar
chart
presents
the
sector
weighting
of
your
Fund
versus
the
sector
weighting
of
the
Index
as
of
June
30,
2021
(note
this
may
differ
slightly
with
the
commentary
above,
which
relates
to
average
weighting
as
opposed
to
year-end
weighting):
Source:
FactSet
41
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2021
Best
and
Worst
Performers
*Eliminated
as
of
year
end.
FIVE
LARGEST
EQUITY
HOLDINGS
JUNE
30,
2021
Five
Best
Contributors
Investments
Fund
Net
Realized
and
Unrealized
Appreciation
and
Income
in
Fiscal
Year
2021
Fund
Per
Share
As
of
06/30/21
Bio-Techne
Corp.
$
1,269,356
$
0.39
Brooks
Automation,
Inc.
1,056,577
0.32
Trupanion,
Inc.
885,726
0.27
Floor
&
Décor
Holdings,
Inc.
,
Class
A
809,674
0.25
OrthoPediatrics
Corp.
765,417
0.23
$
4,786,750
$
1.46
Five
Worst
Contributors
Investments
Fund
Net
Realized
and
Unrealized
Loss
and
Income
in
Fiscal
Year
2021
Fund
Per
Share
As
of
06/30/21
Qualys,
Inc.*
$
(107,322
)
$
(0.03
)
Abcam
PLC
ADR
(104,064
)
(0.03
)
Envestnet,
Inc.
(48,639
)
(0.01
)
Atrion
Corp.
(47,049
)
(0.01
)
Coupa
Software,
Inc.
(44,428
)
(0.01
)
$
(351,502
)
$
(0.09
)
Quantity
Security
Total
Cost
Market
Value
Percent
of
Net
Assets
of
the
Fund
27,333
Floor
&
Decor
Holdings,
Inc.
$
1,995,750
$
2,889,098
3.52%
6,268
Bio-Techne
Corp.
1,206,202
2,822,230
3.44
22,428
HEICO
Corp.
1,874,143
2,785,109
3.40
28,774
Brooks
Automation,
Inc.
1,517,040
2,741,587
3.34
16,054
SiteOne
Landscape
Supply,
Inc.
1,719,174
2,717,300
3.31
$
8,312,309
$
13,955,324
17.01%
42
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2021
As
always,
we
appreciate
the
confidence
you
have
placed
in
D.F.
Dent
and
Company
and
are
conscious
of
the
responsibility
that
you
have
entrusted
to
us.
We
will
continue
to
work
diligently
on
your
behalf.
Respectively
Submitted,
*
The
determination
of
“best-in-class”
is
solely
the
opinion
of
the
Fund’s
Adviser,
and
such
opinion
is
subject
to
change.
Those
companies
that
hold
leading
market
share
positions,
strong
growth
potential,
historically
good
profitability,
and
management
teams
known
for
integrity
and
good
corporate
governance
are
generally
considered
to
be
“best
in
class.”
IMPORTANT
INFORMATION:
Investing
involves
risks,
including
the
possible
loss
of
principal.
The
Fund
invests
in
small-
and
medium-size
companies,
which
carry
greater
risk
than
is
customarily
associated
with
larger,
more
established
companies.
Investing
in
American
Depositary
Receipts
(ADRs)
carries
risks
of
political
and
financial
instability,
less
liquidity
and
greater
volatility,
as
well
as
risks
associated
with
the
lack
of
reliable
accounting
and
financial
information.
The
Fund
is
also
subject
to
other
risks,
such
as
the
risk
associated
with
Real
Estate
Investment
Trusts
(REITs)
like
possible
real
estate
market
declines,
which
are
detailed
in
the
Fund’s
prospectus.
The
Russell
2000
Growth
Index
measures
the
performance
of
the
small-cap
growth
segment
of
the
U.S.
equity
universe.
One
cannot
invest
directly
in
an
index.
The
views
in
this
report
contained
herein
were
those
of
the
Fund’s
Adviser
as
of
June
30,
2021,
and
may
not
reflect
the
Adviser’s
views
on
the
date
this
report
is
first
published
or
anytime
thereafter.
This
report
may
contain
discussions
about
certain
investments
both
held
and
not
held
in
the
portfolio
as
of
the
report
date.
All
current
and
future
holdings
are
subject
to
risk
and
are
subject
to
change.
While
these
views
are
intended
to
assist
shareholders
in
understanding
their
investment
in
the
Fund,
they
do
not
constitute
investment
or
tax
advice,
are
not
a
guarantee
of
future
performance
and
are
not
intended
as
an
offer
or
solicitation
with
respect
to
the
purchase
or
sale
of
any
security.
Matthew
F.
Dent
Gary
Wu
43
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
JUNE
30,
2021
The
following
chart
reflects
the
change
in
the
value
of
a
hypothetical
$10,000
investment,
including
reinvested
dividends
and
distributions,
in
the
DF
Dent
Small
Cap
Growth
Fund
(the
“Fund”)
compared
with
the
performance
of
the
benchmark,
the
Russell
2000
Growth
Index
(“Russell
2000
Growth”),
since
inception.
The
Russell
2000
Growth,
the
Fund‘s
primary
performance
benchmark,
measures
the
performance
of
those
Russell
2000
Growth
companies
with
higher
price-to-value
ratios
and
higher
forecasted
growth
values.
The
total
return
of
the
index
includes
the
reinvestment
of
dividends
and
income.
The
total
return
of
the
Fund
includes
operating
expenses
that
reduce
returns,
while
the
total
return
of
the
index
does
not
include
expenses.
The
Fund
is
professionally
managed,
while
the
index
is
unmanaged
and
is
not
available
for
investment.
Comparison
of
Change
in
Value
of
a
$10,000
Investment
DF
Dent
Small
Cap
Growth
Fund
–
Investor
Shares
vs.
Russell
2000
Growth
Index
Performance
data
quoted
represents
past
performance
and
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
As
stated
in
the
Fund’s
prospectus,
the
annual
operating
expense
ratios
(gross)
for
Investor
Shares
and
Institutional
Shares
are
1.66%
and
1.72%,
respectively.
However,
the
Fund’s
Adviser has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
and
extraordinary
expenses)
to
1.05%
and
0.95%
of
Investor
Shares
and
Institutional
Shares,
respectively,
through
October
31,
2021
(the
“Expense
Cap”).
The
Expense
Cap
may
be
raised
or
eliminated
only
with
the
consent
of
the
Board
of
Trustees.
The
Adviser
may
be
reimbursed
by
the
Fund
for
fees
waived
and
expenses
reimbursed
by
the
Adviser
pursuant
to
the
Expense
Cap
if
such
payment
is
made
within
three
years
of
the
fee
waiver
or
expense
reimbursement
and
does
not
cause
the
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
to
exceed
the
lesser
of
(i)
the
then-current
Expense
Cap
and
(ii)
the
Expense
Cap
in
place
at
Average
Annual
Total
Returns
Periods
Ended
June
30,
2021
One
Year
Five
Year
Since
Inception
(11/01/13)
(1)
DF
Dent
Small
Cap
Growth
Fund
-
Investor
Shares
38.60%
19.30%
14.54%
DF
Dent
Small
Cap
Growth
Fund
-
Institutional
Shares
(2)
38.79%
19.38%
14.59%
Russell
2000
Growth
Index
51.36%
18.76%
13.21%
(1)
Investor
Shares
commenced
operations
on
November
1,
2013
and
Institutional
Shares
commenced
operations
on
November
20,
2017.
(2)
Performance
for
the
five
year
and
since
inception
periods
are
a
blended
average
annual
return,
which
include
the
returns
of
the
Investor
Shares
prior
to
the
commencement
of
the
Institutional
Shares.
44
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
JUNE
30,
2021
the
time
the
fees/expenses
were
waived/reimbursed.
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
will
increase
if
exclusions
from
the
Expense
Cap
apply.
Prior
to
June
25,
2021,
shares
redeemed
within
60
days
of
purchase
were
charged
a
2.00%
redemption
fee.
During
the
period,
certain
fees
were
waived
and/or
expenses
reimbursed;
otherwise,
returns
would
have
been
lower.
The
performance
table
and
graph
do
not
reflect
the
deduction
of
taxes
that
a
shareholder
would
pay
on
Fund
distributions
or
the
redemption
of
Fund
shares.
Returns
greater
than
one
year
are
annualized.
For
the
most
recent
month-end
performance,
please
call
(866)
233-3368.
45
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
JUNE
30,
2021
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
June
30,
2021.
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.
Refer
to
this
Schedule
of
Investments
for
a
further
breakout
of
each
security
by
industry.
Shares
Security
Description
Value
Common
Stock
-
96.9%
Communication
Services
-
5.4%
1,239
Cable
One,
Inc.
$
2,369,971
27,457
Cogent
Communications
Holdings,
Inc.
2,111,169
4,481,140
Consumer
Discretionary
-
5.8%
12,556
Bright
Horizons
Family
Solutions,
Inc.
(a)
1,847,113
27,333
Floor
&
Decor
Holdings,
Inc.,
Class A
(a)
2,889,098
4,736,211
Consumer
Staples
-
1.2%
5,520
Calavo
Growers,
Inc.
350,079
2,618
WD-40
Co.
670,967
1,021,046
Financials
-
4.6%
26,966
Hamilton
Lane,
Inc.,
Class A
2,457,142
11,485
Trupanion,
Inc.
(a)
1,321,923
3,779,065
Health
Care
-
22.9%
76,022
Abcam
PLC,
ADR
(a)
1,447,459
3,191
Atrion
Corp.
1,981,387
6,268
Bio-Techne
Corp.
2,822,230
11,411
Castle
Biosciences,
Inc.
(a)
836,769
25,182
HealthEquity,
Inc.
(a)
2,026,647
29,249
LeMaitre
Vascular,
Inc.
1,784,774
11,761
Medpace
Holdings,
Inc.
(a)
2,077,345
6,845
Mesa
Laboratories,
Inc.
1,856,159
39,877
OrthoPediatrics
Corp.
(a)
2,519,429
7,121
Repligen
Corp.
(a)
1,421,494
18,773,693
Industrials
-
21.7%
54,276
Douglas
Dynamics,
Inc.
2,208,490
15,575
Exponent,
Inc.
1,389,446
22,428
HEICO
Corp.,
Class A
2,785,109
41,583
IAA,
Inc.
(a)
2,267,937
15,801
John
Bean
Technologies
Corp.
2,253,539
12,346
Simpson
Manufacturing
Co.,
Inc.
1,363,492
16,054
SiteOne
Landscape
Supply,
Inc.
(a)
2,717,300
20,010
Trex
Co.,
Inc.
(a)
2,045,222
27,072
WillScot
Mobile
Mini
Holdings
Corp.
(a)
754,497
17,785,032
Information
Technology
-
35.3%
18,626
Alarm.com
Holdings,
Inc.
(a)
1,577,622
11,157
Aspen
Technology,
Inc.
(a)
1,534,534
20,126
Black
Knight,
Inc.
(a)
1,569,426
20,277
BlackLine,
Inc.
(a)
2,256,222
Shares
Security
Description
Value
Information
Technology
-
35.3%
(continued)
28,774
Brooks
Automation,
Inc.
$
2,741,587
2,283
Coupa
Software,
Inc.
(a)
598,397
25,700
Envestnet,
Inc.
(a)
1,949,602
48,631
EVERTEC,
Inc.
2,122,743
66,633
Evo
Payments,
Inc.,
Class A
(a)
1,848,399
17,975
Guidewire
Software,
Inc.
(a)
2,026,142
1,336
Littelfuse,
Inc.
340,400
64,401
Momentive
Global,
Inc.
(a)
1,356,929
15,077
Novanta,
Inc.
(a)
2,031,777
22,895
Procore
Technologies,
Inc.
(a)
2,173,880
24,002
PROS
Holdings,
Inc.
(a)
1,093,771
20,219
The
Descartes
Systems
Group,
Inc.
(a)
1,398,346
10,974
WNS
Holdings,
Ltd.,
ADR
(a)
876,493
13,125
Workiva,
Inc.
(a)
1,461,206
28,957,476
Total
Common
Stock
(Cost
$61,184,340)
79,533,663
Investments,
at
value
-
96.9%
(Cost
$61,184,340)
$
79,533,663
Other
Assets
&
Liabilities,
Net
-
3.1%
2,529,595
Net
Assets
-
100.0%
$
82,063,258
ADR
American
Depositary
Receipt
PLC
Public
Limited
Company
(a)
Non-income
producing
security.
Valuation
Inputs
Investments
in
Securities
Level
1
-
Quoted
Prices
$
79,533,663
Level
2
-
Other
Significant
Observable
Inputs
–
Level
3
-
Significant
Unobservable
Inputs
–
Total
$
79,533,663
46
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
JUNE
30,
2021
PORTFOLIO
HOLDINGS
(Unaudited)
%
of
Total
Net
Assets
Communication
Services
5.4%
Consumer
Discretionary
5.8%
Consumer
Staples
1.2%
Financials
4.6%
Health
Care
22.9%
Industrials
21.7%
Information
Technology
35.3%
Other
Assets
&
Liabilities,
Net
3.1%
100.0%
47
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
STATEMENT
OF
ASSETS
AND
LIABILITIES
JUNE
30,
2021
ASSETS
Investments,
at
value
(Cost
$61,184,340)
$
79,533,663
Cash
2,686,672
Receivables:
Fund
shares
sold
652,422
Investment
securities
sold
636,232
Dividends
and
interest
14,378
Prepaid
expenses
14,397
Total
Assets
83,537,764
LIABILITIES
Payables:
Investment
securities
purchased
1,310,491
Fund
shares
redeemed
5,362
Accrued
Liabilities:
Investment
adviser
fees
125,256
Fund
services
fees
5,358
Other
expenses
28,039
Total
Liabilities
1,474,506
NET
ASSETS
$
82,063,258
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
61,759,454
Distributable
earnings
20,303,804
NET
ASSETS
$
82,063,258
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
Investor
Shares
1,181,574
Institutional
Shares
2,101,276
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE
Investor
Shares
(based
on
net
assets
of
$29,471,872)
$
24.94
Institutional
Shares
(based
on
net
assets
of
$52,591,386)
$
25.03
48
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
STATEMENT
OF
OPERATIONS
YEAR
ENDED
JUNE
30,
2021
INVESTMENT
INCOME
Dividend
income
$
233,386
Interest
income
576
Total
Investment
Income
233,962
EXPENSES
Investment
adviser
fees
426,748
Fund
services
fees
56,805
Transfer
agent
fees:
Investor
Shares
11,384
Institutional
Shares
7,414
Custodian
fees
6,033
Registration
fees:
Investor
Shares
18,929
Institutional
Shares
20,969
Professional
fees
26,797
Trustees'
fees
and
expenses
4,242
Other
expenses
35,027
Total
Expenses
614,348
Fees
waived
(120,616)
Net
Expenses
493,732
NET
INVESTMENT
LOSS
(259,770)
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
on
investments
2,826,878
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
11,535,309
NET
REALIZED
AND
UNREALIZED
GAIN
14,362,187
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
14,102,417
49
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,
2021
2020
OPERATIONS
Net
investment
loss
$
(259,770)
$
(86,974)
Net
realized
gain
2,826,878
948,538
Net
change
in
unrealized
appreciation
(depreciation)
11,535,309
1,096,063
Increase
in
Net
Assets
Resulting
from
Operations
14,102,417
1,957,627
DISTRIBUTIONS
TO
SHAREHOLDERS
Investor
Shares
(367,653)
(104,664)
Institutional
Shares
(626,752)
(186,213)
Total
Distributions
Paid
(994,405)
(290,877)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares:
Investor
Shares
19,045,427
1,051,688
Institutional
Shares
31,476,403
1,178,492
Reinvestment
of
distributions:
Investor
Shares
350,682
99,844
Institutional
Shares
448,928
87,550
Redemption
of
shares:
Investor
Shares
(3,089,879)
(91,133)
Institutional
Shares
(2,303,910)
(63,544)
Redemption
fees:
Investor
Shares
4,944
358
Institutional
Shares
2,258
1,271
Increase
in
Net
Assets
from
Capital
Share
Transactions
45,934,853
2,264,526
Increase
in
Net
Assets
59,042,865
3,931,276
NET
ASSETS
Beginning
of
Year
23,020,393
19,089,117
End
of
Year
$
82,063,258
$
23,020,393
SHARE
TRANSACTIONS
Sale
of
shares:
Investor
Shares
840,765
61,528
Institutional
Shares
1,388,020
72,463
Reinvestment
of
distributions:
Investor
Shares
15,649
5,748
Institutional
Shares
19,979
5,032
Redemption
of
shares:
Investor
Shares
(131,466)
(5,706)
Institutional
Shares
(100,565)
(3,615)
Increase
in
Shares
2,032,382
135,450
50
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
FINANCIAL
HIGHLIGHTS
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year
.
For
the
Years
Ended
June
30,
2021
2020
2019
2018
2017
INVESTOR
SHARES
NET
ASSET
VALUE,
Beginning
of
Year
$
18.38
$
17.10
$
15.97
$
13.29
$
11.49
INVESTMENT
OPERATIONS
Net
investment
loss
(a)
(0.13)
(0.09)
(0.07)
(0.06)
(0.06)
Net
realized
and
unrealized
gain
7.16
1.63
2.19
2.74
1.86
Total
from
Investment
Operations
7.03
1.54
2.12
2.68
1.80
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
(0.48)
(0.26)
(0.99)
–
–
Total
Distributions
to
Shareholders
(0.48)
(0.26)
(0.99)
–
–
REDEMPTION
FEES(a)
0.01
0.00(b)
–
–
0.00(b)
NET
ASSET
VALUE,
End
of
Year
$
24.94
$
18.38
$
17.10
$
15.97
$
13.29
TOTAL
RETURN
38.60%
9.08%
15.01%
20.17%
15.67%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
29,472
$
8,394
$
6,757
$
5,734
$
8,182
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.58)%
(0.50)%
(0.43)%
(0.43)%
(0.46)%
Net
expenses
1.05%
1.05%
1.05%
1.10%
1.25%
Gross
expenses
(c)
1.30%
1.66%
2.30%
3.12%
3.25%
PORTFOLIO
TURNOVER
RATE
34%
38%
44%
40%
45%
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.
51
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
FINANCIAL
HIGHLIGHTS
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
period
.
For
the
Years
Ended
June
30,
November
20,
2017
(a)
Through
June
30,
2018
2021
2020
2019
INSTITUTIONAL
SHARES
NET
ASSET
VALUE,
Beginning
of
Period
$
18.42
$
17.13
$
15.97
$
14.04
INVESTMENT
OPERATIONS
Net
investment
loss
(b)
(0.11)
(0.07)
(0.05)
(0.02)
Net
realized
and
unrealized
gain
7.20
1.62
2.20
1.95
Total
from
Investment
Operations
7.09
1.55
2.15
1.93
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
(0.48)
(0.26)
(0.99)
–
Total
Distributions
to
Shareholders
(0.48)
(0.26)
(0.99)
–
REDEMPTION
FEES(b)
0.00(c)
0.00(c)
–
–
NET
ASSET
VALUE,
End
of
Period
$
25.03
$
18.42
$
17.13
$
15.97
TOTAL
RETURN
38.79%
9.12%
15.20%
13.75%(d)
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
52,591
$
14,626
$
12,332
$
5,350
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.49)%
(0.40)%
(0.32)%
(0.24)%(e)
Net
expenses
0.95%
0.95%
0.95%
0.95%(e)
Gross
expenses
(f)
1.18%
1.72%
2.18%
2.91%(e)
PORTFOLIO
TURNOVER
RATE
34%
38%
44%
40%(d)
footertext
(a)
Commencement
of
operations.
(b)
Calculated
based
on
average
shares
outstanding
during
each
period.
(c)
Less
than
$0.01
per
share.
(d)
Not
annualized.
(e)
Annualized.
(f)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
52
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2021
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
and
Institutional
Shares
commenced
operations
on
July
1,
2011
and
November
29,
2017,
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
(“FASB”)
Accounting
Standards
Codification
(“ASC”)
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
(“NAV”).
Short-term
investments
that
mature
in
sixty
days
or
less
may
be
valued
at
amortized
cost.
Each
Fund
values
its
investments
at
fair
value
pursuant
to
procedures
adopted
by
the
Trust's
Board
of
Trustees
(the
“Board”)
if
(1)
market
quotations
are
not
readily
available
or
(2)
the
Adviser,
as
defined
in
Note
4,
believes
that
the
values
available
are
unreliable.
The
Trust’s
Valuation
Committee,
as
defined
in
each
Fund’s
registration
statement,
performs
certain
functions
as
they
relate
to
the
administration
and
oversight
of
each
Fund’s
valuation
procedures.
Under
these
procedures,
the
Valuation
Committee
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
Valuation
Committee
may
work
with
the
Adviser
to
provide
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
53
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2021
disposition
of
the
investments.
The
Valuation
Committee
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,
2021,
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.
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
54
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2021
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
their
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
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,
2021,
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.
Redemption
Fees
–
Prior
to
June
25,
2021,
a
shareholder
who
redeems
shares
of
each
Fund
within
60
days
of
purchase
may
incur
a
redemption
fee
of
2.00%
of
the
current
net
asset
value
of
shares
redeemed,
subject
to
certain
limitations.
The
fee
is
charged
for
the
benefit
of
the
remaining
shareholders
and
will
be
paid
to
each
Fund
to
help
offset
transaction
costs.
The
fee
is
accounted
for
as
an
addition
to
paid-in
capital.
Each
Fund
reserves
the
right
to
modify
the
terms
of
or
terminate
the
fee
at
any
time.
There
are
limited
exceptions
to
the
imposition
of
the
redemption
fee.
Redemption
fees
incurred
for
each
Fund,
if
any,
are
reflected
on
the
Statements
of
Changes
in
Net
Assets.
Effective
June
25,
2021,
the
Funds
no
longer
charge
a
redemption
fee.
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
balance
sheet.
Note
3.
Cash
–
Concentration
in
Uninsured
Account
For
cash
management
purposes,
each
Fund
may
concentrate
cash
with
each
Fund’s
custodian.
This
typically
results
in
cash
balances
exceeding
the
Federal
Deposit
Insurance
Corporation
(“FDIC”)
insurance
limits.
As
of
June
30,
2021,
DF
Dent
Premier
Growth
Fund,
DF
Dent
Midcap
Growth
Fund,
and
DF
Dent
Small
Cap
Growth
55
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2021
Fund
had
$1,576,693,
$13,387,258,
and
$2,436,672,
respectively,
at
MUFG
Union
Bank,
N.A.
that
exceeded
the
FDIC
insurance
limit.
Note
4.
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.
Distribution
–
Foreside
Fund
Services,
LLC
serves
as
each
Fund’s
distributor
(the
“Distributor”).
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
$31,000
($41,000
for
the
Chairman),
and
the
Audit
Committee
Chairman
receives
an
additional
$2,000
annually.
The
Trustees
and
Chairman
may
receive
additional
fees
for
special
Board
meetings.
Each
Trustee
is
also
reimbursed
for
all
reasonable
out-of-
pocket
expenses
incurred
in
connection
with
his
or
her
duties
as
a
Trustee,
including
travel
and
related
expenses
incurred
in
attending
Board
meetings.
The
amount
of
Trustees’
fees
attributable
to
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
5.
Expense
Reimbursement
and
Fees
Waived
The
Adviser
has
contractually
agreed
to
waive
a
portion
of
its
fee
and/or
reimburse
expenses
for
DF
Dent
Premier
Growth
Fund,
to
limit
total
annual
operating
expenses
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
and
extraordinary
expenses)
to
0.99%,
through
October
31,
2021.
Additionally,
the
Adviser
has
contractually
agreed
to
waive
a
portion
of
its
fee
and/or
reimburse
expenses
to
limit
total
annual
operating
expenses
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
and
extraordinary
expenses)
of
Investor
Shares
and
Institutional
Shares
to
0.98%
and
0.85%,
respectively,
through
October
31,
2021,
for
DF
Dent
Midcap
Growth
Fund.
The
Adviser
has
also
contractually
agreed
to
waive
a
portion
of
its
fee
and/or
reimburse
expenses
to
limit
total
annual
operating
expenses
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
56
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2021
and
extraordinary
expenses)
of
Investor
Shares
and
Institutional
Shares
to
1.05%
and
0.95%,
respectively,
through
October
31,
2021,
for
DF
Dent
Small
Cap
Growth
Fund.
Other
fund
service
providers
have
voluntarily
agreed
to
waive
and
reimburse
a
portion
of
their
fees.
These
voluntary
fee
waivers
and
reimbursements
may
be
reduced
or
eliminated
at
any
time.
For
the
year
ended
June
30,
2021
,
fees
waived
and
expenses
reimbursed
were
as
follows:
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,
2021
,
$
878,546
and
$
333,432
are
subject
to
recoupment
by
the
Adviser
for
the
DF
Dent
Premier
Growth
Fund
and
DF
Dent
Small
Cap
Growth
Fund,
respectively.
For
the
DF
Dent
Midcap
Growth
Fund,
fees
recaptured
by
the
Adviser
for
the
year
ended
June
30,
2021
are
disclosed
in
the
Statement
of
Operations.
Other
Waivers
are
not
eligible
for
recoupment.
Note
6.
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,
2021
,
were
as
follows:
Note
7.
Federal
Income
Tax
As
of
June
30,
2021
,
cost
for
federal
income
tax
purposes
and
net
unrealized
appreciation
consists
of:
Investment
Adviser
Fees
Waived
Other
Waivers
Total
Fees
Waived
and
Expenses
Reimbursed
DF
Dent
Premier
Growth
Fund
$
400,966
$
59,215
$
460,181
DF
Dent
Midcap
Growth
Fund
–
101,446
101,446
DF
Dent
Small
Cap
Growth
Fund
101,277
19,339
120,616
Purchases
Sales
DF
Dent
Premier
Growth
Fund
$
54,710,898
$
75,811,342
DF
Dent
Midcap
Growth
Fund
376,192,614
175,271,387
DF
Dent
Small
Cap
Growth
Fund
58,874,170
16,487,960
Tax
Cost
of
Investments
Gross
Unrealized
Appreciation
Gross
Unrealized
Depreciation
Net
Unrealized
Appreciation
DF
Dent
Premier
Growth
Fund
$
204,818,542
$
225,580,837
$
(455,766)
$
225,125,071
DF
Dent
Midcap
Growth
Fund
504,886,376
199,314,294
(1,803,095)
197,511,199
DF
Dent
Small
Cap
Growth
Fund
61,443,382
18,956,419
(866,138)
18,090,281
57
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2021
Distributions
paid
during
the
fiscal
years
ended
as
noted
were
characterized
for
tax
purposes
as
follows:
Equalization
debits
included
in
the
distributions
were
as
follows:
The
DF
Dent
Premier
Growth
Fund
used
equalization
accounting
for
tax
purposes,
whereby
a
portion
of
its
redemption
payments
are
treated
as
distributions
of
income
or
gain
for
tax
purposes.
As
of
June
30,
2021
,
distributable
earnings
on
a
tax
basis
were
as
follows:
The
difference
between
components
of
distributable
earnings
on
a
tax
basis
and
the
amounts
reflected
in
the
Statements
of
Assets
and
Liabilities
are
primarily
due
to
wash
sales
and
equity
return
of
capital.
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,
2021
.
The
following
reclassifications
were
the
result
of
equalization
and
have
no
impact
on
the
net
assets
of
each
Fund.
Ordinary
Income
Long-Term
Capital
Gain
Total
DF
Dent
Premier
Growth
Fund
2021
$
–
$
9,701,339
$
9,701,339
2020
–
17,177,860
17,177,860
DF
Dent
Midcap
Growth
Fund
2021
1,228,914
679,280
1,908,194
2020
–
1,728,406
1,728,406
DF
Dent
Small
Cap
Growth
Fund
2021
–
994,405
994,405
2020
253,651
37,226
290,877
Long-Term
Capital
Gain
Total
DF
Dent
Premier
Growth
Fund
2021
$
701,298
$
701,298
2020
416,238
416,238
DF
Dent
Midcap
Growth
Fund
2021
–
–
2020
–
–
DF
Dent
Small
Cap
Growth
Fund
2021
–
–
2020
–
–
Undistributed
Ordinary
Income
Undistributed
Long-
Term
Gain
Unrealized
Appreciation
Total
DF
Dent
Premier
Growth
Fund
$
2,163,629
$
12,732,694
$
225,125,071
$
240,021,394
DF
Dent
Midcap
Growth
Fund
6,897,806
6,146,390
197,511,199
210,555,395
DF
Dent
Small
Cap
Growth
Fund
411,672
1,801,851
18,090,281
20,303,804
Distributable
Earnings
Paid-in-Capital
DF
Dent
Premier
Growth
Fund
$
(701,298)
$
701,298
58
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2021
Note
8.
Subsequent
Events
Subsequent
events
occurring
after
the
date
of
this
report
through
the
date
these
financial
statements
were
issued
have
been
evaluated
for
potential
impact.
Effective
July
31,
2021,
following
the
acquisition
of
MUFG
Union
Bank,
N.A.
by
US
Bank,
US
Bank
serves
as
the
Funds'
custodian.
59
DF
DENT
GROWTH
FUNDS
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
To
the
Board
of
Trustees
of
Forum
Funds
and
the
Shareholders
of
DF
Dent
Premier
Growth
Fund,
DF
Dent
Midcap
Growth
Fund
and
DF
Dent
Small
Cap
Growth
Fund
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
statements
of
assets
and
liabilities
of
DF
Dent
Premier
Growth
Fund,
DF
Dent
Midcap
Growth
Fund,
and
DF
Dent
Small
Cap
Growth
Fund,
each
a
series
of
shares
of
beneficial
interest
in
Forum
Funds
(the
“Funds”),
including
the
schedules
of
investments,
as
of
June
30,
2021,
and
the
related
statements
of
operations
for
the
year
then
ended,
the
statements
of
changes
in
net
assets
for
each
of
the
years
in
the
two-year
period
then
ended,
the
financial
highlights
as
noted
in
the
table
below,
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,
2021,
and
the
results
of
their
operations
for
the
year
then
ended,
the
changes
in
their
net
assets
for
each
of
the
years
in
the
two-year
period
then
ended
and
their
financial
highlights
for
each
of
the
periods
noted
in
the
table
below,
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America.
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
law
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.
We
conducted
our
audits
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audits
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement,
whether
due
to
error
or
fraud.
The
Funds
are
not
required
to
have,
nor
were
we
engaged
to
perform,
an
audit
of
their
internal
control
over
financial
reporting.
As
part
of
our
audits
we
are
required
to
obtain
an
understanding
of
internal
control
over
financial
reporting
but
not
for
the
purpose
of
expressing
an
opinion
on
the
effectiveness
of
the
Funds’
internal
control
over
financial
reporting.
Accordingly,
we
express
no
such
opinion.
Financial
Highlights
DF
Dent
Premier
Growth
Fund
For
each
of
the
years
in
the
five-year
period
ended
June
30,
2021
DF
Dent
Midcap
Growth
Fund
–
Investor
Shares
For
each
of
the
years
in
the
five-year
period
ended
June
30,
2021
DF
Dent
Midcap
Growth
Fund
–
Institutional
Shares
For
the
period
November
29,
2017
(commencement
of
operations)
to
June
30,
2018
and
for
each
of
the
years
in
the
three-year
period
ended
June
30,
2021
DF
Dent
Small
Cap
Growth
Fund
–
Investor
Shares
For
each
of
the
years
in
the
five-year
period
ended
June
30,
2021
DF
Dent
Small
Cap
Growth
Fund
–
Institutional
Shares
For
the
period
November
20,
2017
(commencement
of
operations)
to
June
30,
2018
and
for
each
of
the
years
in
the
three-year
period
ended
June
30,
2021
60
DF
DENT
GROWTH
FUNDS
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
Our
audits
included
performing
procedures
to
assess
the
risk
of
material
misstatement
of
the
financial
statements,
whether
due
to
error
or
fraud,
and
performing
procedures
that
respond
to
those
risks.
Such
procedures
included
examining,
on
a
test
basis,
evidence
regarding
the
amounts
and
disclosures
in
the
financial
statements.
Our
procedures
included
confirmation
of
securities
owned
as
of
June
30,
2021
by
correspondence
with
the
custodian
and
brokers.
Our
audits
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
financial
statements.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinion.
BBD,
LLP
We
have
served
as
the
auditor
of
one
or
more
of
the
Funds
in
the
Forum
Funds
since
2009.
Philadelphia,
Pennsylvania
August
26,
2021
61
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2021
Investment
Advisory
Agreement
Approval
At
the
June
11,
2021
Board
meeting,
the
Board,
including
all
of
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,
Apex
Fund
Services.
During
its
deliberations,
the
Board
received
an
oral
presentation
from
the
Adviser
and
was
assisted
by
the
advice
of
Trustee
counsel.
At
the
meeting,
the
Board
reviewed,
among
other
matters:
(1)
the
nature,
extent
and
quality
of
the
services
provided
to
the
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.
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.
62
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2021
The
Board
observed
that
the
DF
Dent
Premier
Growth
Fund
underperformed
its
primary
benchmark
index,
the
S&P
500
Index,
for
the
one-year
period
ended
March
31,
2021,
and
outperformed
its
primary
benchmark
index
for
the
three-,
five-,
and
10-year
periods
ended
March
31,
2021,
and
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
Broadridge
Financial
Solutions,
Inc.
(“Broadridge”)
as
having
characteristics
similar
to
those
of
the
DF
Dent
Premier
Growth
Fund.
The
Board
observed
that,
based
on
information
provided
by
Broadridge,
the
DF
Dent
Premier
Growth
Fund
underperformed
the
median
of
its
Broadridge
peer
group
for
the
one-year
period
ended
March
31,
2021,
and
outperformed
the
median
of
the
Broadridge
peers
for
the
three-
and
five-year
periods
ended
March
31,
2021.
The
Board
observed
that
the
DF
Dent
Midcap
Growth
Fund
underperformed
its
primary
benchmark
index,
the
Russell
Midcap
Growth
Index,
for
the
one-year
period
ended
March
31,
2021,
and
outperformed
the
Russell
Midcap
Growth
Index
for
the
three-
and
five-year
periods
ended
March
31,
2021,
and
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
median
of
its
Broadridge
peer
group
for
the
one-year
period
ended
March
31,
2021,
and
outperformed
the
median
of
the
Broadridge
peers
for
the
three-
and
five-year
periods
ended
March
31,
2021.
The
Board
observed
that
the
DF
Dent
Small
Cap
Growth
Fund
underperformed
its
primary
benchmark
index,
the
Russell
2000
Growth
Index,
for
the
one-year
period
ended
March
31,
2021,
and
outperformed
the
primary
benchmark
index
for
the
three-
and
five-year
periods
ended
March
31,
2021,
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
underperformed
the
median
of
its
Broadridge
peer
group
for
the
one-
and
three-year
periods
ended
March
31,
2021,
and
outperformed
the
median
of
its
Broadridge
peers
for
the
five-year
period
ended
March
31,
2021.
The
Board
considered
the
Adviser’s
representation
that
the
Funds’
relative
underperformance
over
the
one-year
period
could
be
attributed,
in
part,
to
a
market
reversal
that
began
in
late
2020
and
carried
into
the
first
quarter
of
2021,
which
favored
lower
quality
value
companies
over
the
higher
quality
growth
companies
in
which
the
Funds
invested.
The
Board
also
considered
the
Adviser’s
representation
that
the
Funds
are
designed
to
provide
long-term
capital
appreciation,
and
that
the
Funds
continued
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
Broadridge
peer
groups.
The
Board
noted
that
the
actual
advisory
fee
rate
for
the
DF
Dent
Premier
63
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2021
Growth
Fund
was
higher
than
the
median
of
its
Broadridge
peer
group,
but
the
total
expense
ratio
for
the
DF
Dent
Premier
Growth
Fund
was
less
than
the
median
of
its
Broadridge
peers.
The
Board
also
noted
the
Adviser’s
representation
that
the
contractual
advisory
fee
rate
for
the
DF
Dent
Premier
Growth
Fund
had
been
lowered
within
the
last
two
years.
The
Board
noted
that
the
Adviser’s
actual
advisory
fee
rate
and
the
Funds’
total
expense
ratios
for
each
of
the
DF
Dent
Midcap
Growth
Fund
and
DF
Dent
Small
Cap
Growth
Fund
were
lower
than
the
median
of
their
respective
Broadridge
peer
groups.
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
reasonable
levels
and
that
the
Adviser
had
lowered
the
expense
cap
for
the
DF
Dent
Premier
Growth
Fund,
effective
November
1,
2019.
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
the
Fund’s
expense
cap.
The
Board
reviewed
relevant
materials
and
discussed
whether
the
use
of
breakpoints
would
be
appropriate
at
this
time.
The
Board
also
considered
the
Adviser’s
representation
that
the
recent
growth
in
the
Funds’
assets
had
not
provided
meaningful
economies
of
scale.
In
this
regard,
the
Board
observed
that,
in
2019,
the
Adviser
had
provided
a
lower
expense
ratio
for
shareholders
of
the
DF
Dent
Premier
Growth
Fund
by
lowering
the
expense
cap.
Noting
the
asset
levels
in
the
Funds
and
the
existence
of
the
Adviser’s
ongoing
expense
limitation
arrangements,
among
other
relevant
considerations,
the
Board
concluded
that
any
existing
economies
of
scale
were
reflected
in
the
expense
cap
structures
of
the
Funds
and
that
the
information
presented
was
consistent
with
the
renewal
of
the
Advisory
Agreement
at
current
fee
levels.
64
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2021
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.
Proxy
Voting
Information
A
description
of
the
policies
and
procedures
that
each
Fund
uses
to
determine
how
to
vote
proxies
relating
to
securities
held
in
each
Fund’s
portfolio
is
available,
without
charge
and
upon
request,
by
calling
(866)
233-3368
and
on
the
SEC’s
website
at
www.sec.gov.
Each
Fund’s
proxy
voting
record
for
the
most
recent
twelve-month
period
ended
June
30
is
available,
without
charge
and
upon
request,
by
calling
(866)
233-3368
and
on
the
SEC’s
website
at
www.sec.gov.
Availability
of
Quarterly
Portfolio
Schedules
Each
Fund
files
its
complete
schedule
of
portfolio
holdings
with
the
SEC
for
the
first
and
third
quarters
of
each
fiscal
year
on
Form
N-PORT.
Forms
N-PORT
are
available
free
of
charge
on
the
SEC’s
website
at
www.sec.gov.
Shareholder
Expense
Example
As
a
shareholder
of
the
Funds,
you
incur
two
types
of
costs:
(1)
transaction
costs,
including
redemption
fees,
and
(2)
ongoing
costs,
including
management
fees
and
other
Fund
expenses.
This
example
is
intended
to
help
you
understand
your
ongoing
costs
(in
dollars)
of
investing
in
the
Funds,
and
to
compare
these
costs
with
the
ongoing
costs
of
investing
in
other
mutual
funds.
The
example
is
based
on
an
investment
of
$1,000
invested
at
the
beginning
of
the
period
and
held
for
the
entire
period
from
January
1,
2021
through
June
30,
2021.
Actual
Expenses
–
The
first
line
of
the
table
below
provides
information
about
actual
account
values
and
actual
expenses.
You
may
use
the
information
in
this
line,
together
with
the
amount
you
invested,
to
estimate
the
65
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2021
expenses
that
you
paid
over
the
period.
Simply
divide
your
account
value
by
$1,000
(for
example,
an
$8,600
account
value
divided
by
$1,000
=
8.6),
then
multiply
the
result
by
the
number
in
the
first
line
under
the
heading
entitled
“Expenses
Paid
During
Period”
to
estimate
the
expenses
you
paid
on
your
account
during
the
period.
Hypothetical
Example
for
Comparison
Purposes
–
The
second
line
of
the
table
below
provides
information
about
hypothetical
account
values
and
hypothetical
expenses
based
on
each
Fund’s
actual
expense
ratio
and
an
assumed
rate
of
return
of
5%
per
year
before
expenses,
which
is
not
each
Fund’s
actual
return.
The
hypothetical
account
values
and
expenses
may
not
be
used
to
estimate
the
actual
ending
account
balance
or
expenses
you
paid
for
the
period.
You
may
use
this
information
to
compare
the
ongoing
costs
of
investing
in
each
Fund
and
other
funds.
To
do
so,
compare
this
5%
hypothetical
example
with
the
5%
hypothetical
examples
that
appear
in
the
shareholder
reports
of
other
funds.
Please
note
that
the
expenses
shown
in
the
table
are
meant
to
highlight
your
ongoing
costs
only
and
do
not
reflect
any
transactional
costs,
such
as
redemption
fees.
Therefore,
the
second
line
of
the
table
is
useful
in
comparing
ongoing
costs
only
and
will
not
help
you
determine
the
relative
total
costs
of
owning
different
funds.
In
addition,
if
these
transactional
costs
were
included,
your
costs
would
have
been
higher.
Beginning
Account
Value
January
1,
2021
Ending
Account
Value
June
30,
2021
Expenses
Paid
During
Period*
Annualized
Expense
Ratio*
DF
Dent
Premier
Growth
Fund
Actual
$
1,000.00
$
1,098.17
$
5.15
0.99%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,019.89
$
4.96
0.99%
DF
Dent
Midcap
Growth
Fund
Investor
Shares
Actual
$
1,000.00
$
1,070.40
$
4.57
0.89%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.38
$
4.46
0.89%
Institutional
Shares
Actual
$
1,000.00
$
1,070.41
$
4.36
0.85%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.58
$
4.26
0.85%
DF
Dent
Small
Cap
Growth
Fund
Investor
Shares
Actual
$
1,000.00
$
1,072.22
$
5.39
1.05%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,019.59
$
5.26
1.05%
Institutional
Shares
Actual
$
1,000.00
$
1,072.86
$
4.88
0.95%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.08
$
4.76
0.95%
*
Expenses
are
equal
to
the
Fund’s
annualized
expense
ratio
multiplied
by
the
average
account
value
over
the
period,
multiplied
by
the
number
of
days
in
the
most
recent
fiscal
half-year
(181)
divided
by
365
to
reflect
the
half-year
period.
66
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2021
Federal
Tax
Status
of
Dividends
Declared
during
the
Fiscal
Year
For
federal
income
tax
purposes,
dividends
from
short-term
capital
gains
are
classified
as
ordinary
income.
The
DF
Dent
Midcap
Growth
Fund
designates
100.00
%
of
its
income
dividend
distributed
as
qualifying
for
the
corporate
dividends-received
deduction
(DRD),
100.00
%
for
the
qualified
dividend
rate
(QDI)
and
100.00
%
as
short-term
capital
gain
dividends
exempt
from
U.S.
tax
for
foreign
shareholders
(QSD)
as
defined
in
Section
1(h)
(11)
of
the
Code.
Pursuant
to
Section
852(b)(3)
of
the
Internal
Revenue
Code,
DF
Dent
Premier
Growth
Fund,
DF
Dent
Midcap
Growth
Fund,
and
DF
Dent
Small
Cap
Growth
Fund
designated
$9,701,339,
$679,280
and
$994,405,
as
long-
term
capital
gain
dividends,
respectively.
Trustees
and
Officers
of
the
Trust
The
Board
is
responsible
for
oversight
of
the
management
of
the
Trust’s
business
affairs
and
of
the
exercise
of
all
the
Trust’s
powers
except
those
reserved
for
the
shareholders.
The
following
table
provides
information
about
each
Trustee
and
certain
officers
of
the
Trust.
Each
Trustee
and
officer
holds
office
until
the
person
resigns,
is
removed
or
is
replaced.
Unless
otherwise
noted,
the
persons
have
held
their
principal
occupations
for
more
than
five
years.
The
address
for
all
Trustees
and
officers
is
Three
Canal
Plaza,
Suite
600,
Portland,
Maine
04101.
Each
Fund’s
Statement
of
Additional
Information
includes
additional
information
about
the
Trustees
and
is
available,
without
charge
and
upon
request,
by
calling
(866)
233-3368.
67
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2021
(1)
Jessica
Chase
is
currently
an
interested
person
of
the
Trust,
as
defined
in
the
1940
Act,
due
to
her
affiliation
with
Apex
Fund
Services
and
her
role
as
President
of
the
Trust.
Apex
Fund
Services
is
a
wholly
owned
subsidiary
of
Apex
US
Holdings
LLC.
Name
and
Year
of
Birth
Position
with
the
Trust
Length
of
Time
Served
Principal
Occupation(s)
During
Past
Five
Years
Number
of
Series
in
Fund
Complex
Overseen
By
Trustee
Other
Directorships
Held
By
Trustee
During
Past
Five
Years
Independent
Trustees
David
Tucker
Born:
1958
Trustee;
Chairman
of
the
Board
Since
2011
and
Chairman
since
2018
Director,
Blue
Sky
Experience
(a
charitable
endeavor)
since
2008;
Senior
Vice
President
&
General
Counsel,
American
Century
Companies
(an
investment
management
firm)
1998-2008.
3
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Mark
D.
Moyer
Born:
1959
Trustee;
Chairman
of
the
Audit
Committee
Since
2018
Chief
Financial
Officer,
Freedom
House
(a
NGO
advocating
political
freedom
and
democracy)
since
2017;
independent
consultant
providing
interim
CFO
services,
principally
to
non-profit
organizations,
2011-2017.
3
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Jennifer
Brown-
Strabley
Born:
1964
Trustee
Since
2018
Principal,
Portland
Global
Advisors
(a
registered
investment
adviser),
1996-
2010.
3
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Interested
Trustees
(1)
Jessica
Chase
Born:
1970
Trustee
Since
2018
Director,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
3
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
68
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2021
Name
and
Year
of
Birth
Position
with
the
Trust
Length
of
Time
Served
Principal
Occupation(s)
During
Past
5
Years
Officers
Jessica
Chase
Born:
1970
President;
Principal
Executive
Officer
Since
2015
Director,
Apex
Fund
Services
since
2019.
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Karen
Shaw
Born:
1972
Treasurer;
Principal
Financial
Officer
Since
2008
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Zachary
Tackett
Born:
1988
Vice
President;
Secretary
and
Anti-Money
Laundering
Compliance
Officer
Since
2014
Senior
Counsel,
Apex
Fund
Services
since
2019;
Counsel,
Atlantic
Fund
Services
2014-2019.
Michael
J.
McKeen
Born:
1971
Vice
President
Since
2009
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Timothy
Bowden
Born:
1969
Vice
President
Since
2009
Manager,
Apex
Fund
Services
since
2019;
Manager,
Atlantic
Fund
Services
2008-2019.
Geoffrey
Ney
Born:
1975
Vice
President
Since
2013
Manager,
Apex
Fund
Services
since
2019;
Manager,
Atlantic
Fund
Services
2013-2019.
Todd
Proulx
Born:
1978
Vice
President
Since
2013
Manager,
Apex
Fund
Services
since
2019;
Manager,
Atlantic
Fund
Services
2013-2019.
Carlyn
Edgar
Born:
1963
Chief
Compliance
Officer
and
Vice
President
Chief
Compliance
Officer
2008-2016
and
2021-current;
Vice
President
since
2008
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
DF
Dent
Premier
Growth
Fund
–
DFDPX
DF
Dent
Midcap
Growth
Fund
Investor
Shares
–
DFDMX
DF
Dent
Midcap
Growth
Fund
Institutional
Shares
–
DFMGX
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.theapexgroup.com
DISTRIBUTOR
Foreside
Fund
Services,
LLC
Three
Canal
Plaza,
Suite
100
Portland,
ME
04101
www.foreside.com
221-ANR-0621
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.
ITEM 2. CODE OF ETHICS.
(a) As of the end of the period covered by this report, Forum Funds (the “Registrant”) has adopted a code of ethics, which applies to its Principal Executive Officer and Principal Financial Officer (the “Code of Ethics”).
(c) There have been no amendments to the Registrant’s Code of Ethics during the period covered by this report.
(d) There have been no waivers to the Registrant’s Code of Ethics during the period covered by this report.
(e) Not applicable.
(f) (1) A copy of the Code of Ethics is being filed under Item 13(a) hereto.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The Board of Trustees has determined that Mr. Mark Moyer is an "audit committee financial expert" as that term is defined under applicable regulatory guidelines. Mr. Moyer is a non- “interested” Trustee (as defined in Section 2(a)(19) under the Investment Company Act of 1940, as amended (the “Act”)), and serves as Chairman of the Audit Committee.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Audit Fees - The aggregate fees billed for each of the last two fiscal years (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant for the audit of the Registrant’s annual financial statements, or services that are normally provided by the principal accountant in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $53,600 in 2020 and $53,600 in 2021.
(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 2020 and $0 in 2021.
(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 $12,000 in 2020 and $12,000 in 2021. 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 2020 and $0 in 2021.
(e) (1) The Audit Committee reviews and approves in advance all audit and “permissible non-audit services” (as that term is defined by the rules and regulations of the Securities and Exchange Commission) to be rendered to a series of the Registrant (each, a “Series”). In addition, the Audit Committee reviews and approves in advance all “permissible non-audit services” to be provided to an investment adviser (not including any sub-adviser) of a Series, or an affiliate of such investment adviser, that is controlling, controlled by or under common control with the investment adviser and provides on-going services to the Registrant (“Affiliate”), by the Series’ principal accountant if the engagement relates directly to the operations and financial reporting of the Series. The Audit Committee considers whether fees paid by a Series’ investment adviser or an Affiliate to the Series’ principal accountant for audit and permissible non-audit services are consistent with the principal accountant’s independence.
(e) (2) No services included in (b) - (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not applicable
(g) The aggregate non-audit fees billed by the principal accountant for services rendered to the Registrant for the Reporting Periods were $0 in 2020 and $0 in 2021. There were no fees billed in either of the Reporting Periods for non-audit services rendered by the principal accountant to the Registrant’s investment adviser or any Affiliate.
(h) During the Reporting Period, the Registrant's principal accountant provided no non-audit services to the investment advisers or any entity controlling, controlled by or under common control with the investment advisers to the series of the Registrant to which this report relates.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable
ITEM 6. INVESTMENTS.
(a) Included as part of report to shareholders under Item 1.
(b) Not applicable.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
TEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant does not accept nominees to the board of trustees from shareholders.
ITEM 11. CONTROLS AND PROCEDURES
(a) The Registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act are effective, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as of a date within 90 days of the filing date of this report.
(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in
Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
ITEM 13. EXHIBITS.
(a)(1) Code of Ethics.
(a)(3) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant Forum Funds
By | /s/ Jessica Chase | |
Jessica Chase, Principal Executive Officer | ||
Date | August 23, 2021 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By | /s/ Jessica Chase | |
Jessica Chase, Principal Executive Officer | ||
Date | August 23, 2021 |
By | /s/ Karen Shaw | |
Karen Shaw, Principal Financial Officer | ||
Date | August 23, 2021 |