As filed with the Securities and Exchange Commission on August 31, 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: December 31
Date of reporting period: January 1, 2021 – June 30, 2021
ITEM 1. REPORT TO STOCKHOLDERS.
Semi-Annual
Report
JUNE
30,
2021
(
Unaudited
)
Table
of
Contents
A
Message
to
Our
Shareholders
1
Performance
Chart
and
Analysis
8
Schedule
of
Investments
9
Statement
of
Assets
and
Liabilities
12
Statement
of
Operations
13
Statements
of
Changes
in
Net
Assets
14
Financial
Highlights
15
Notes
to
Financial
Statements
16
Additional
Information
21
1
Polaris
Global
Value
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
JUNE
30,
2021
Dear
Fellow
Shareholder,
The
Polaris
Global
Value
Fund
(“the
Fund”)
gained
13.84%
in
the
semi-annual
period,
outperforming
the
MSCI
World
Index,
which
returned
13.05%.
We
are
pleased
with
the
result
for
the
six-month
period,
which
was
punctuated
by
extreme
volatility.
Global
equity
markets
rose
dramatically
in
the
first
quarter
on
the
promise
of
widespread
COVID-19
vaccine
distribution
that
could
jumpstart
gross
domestic
product
(GDP)
growth.
By
the
second
quarter,
uneven
vaccine
rollout
proved
problematic
worldwide
as
many
countries
faced
supply
shortfalls
and
upticks
in
COVID-19
cases.
Value
stocks
geared
toward
an
economic
recovery
dominated
from
January
to
May,
only
to
lose
steam
in
June
as
the
COVID-19
Delta
variant
caused
new
lockdowns,
global
supply
chain
shortages
and
new
debate
on
the
trajectory
of
inflation.
In
the
long
run,
we
believe
value
stock
earnings
and
multiples
should
benefit
as
economic
growth
increases
and
interest
rates
normalize.
The
inverse
is
typically
true
for
growth
stock
multiples,
which
may
be
pressured
by
higher
real
interest
rates.
In
the
interim,
we
expect
a
few
more
quarters
of
COVID-19
related
volatility,
along
with
periods
of
short-term
GDP
weakness.
Polaris
was
the
recipient
of
a
2021
Refinitiv
Lipper
Fund
Award.
The
Polaris
Global
Value
Fund
posted
the
strongest
risk-
adjusted
returns
in
the
global
multi-cap
value
fund
category
for
the
10-year
period
through
November
30,
2020.
In
the
Lipper
Global
Multi-Cap
Value
Fund
Universe,
a
total
of
62
funds
over
a
10-year
period
were
eligible
for
this
category
distinction.
The
Fund
has
been
recognized
with
Lipper
Awards
many
times
in
the
past,
including
2014,
2015,
2016,
2017,
2018,
2019
and
2020,
entering
the
rankings
for
3-,
5-
and
10-year
periods.
*Inception-to-date
(Inception
7/31/1989)
Performance
data
quoted
represents
past
performance
and
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Returns
for
more
than
one
year
are
annualized.
Investment
return
and
principal
value
will
fluctuate
so
that
an
investor's
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
For
the
most
recent
month
end
performance,
please
call
(888)
263-5594.
Short-term
performance
is
not
a
good
indication
of
the
Fund's
future
performance
and
an
investment
should
not
be
made
based
solely
on
returns.
SIX-MONTH
PERFORMANCE
ANALYSIS:
The
Fund
outperformed
in
the
majority
of
sectors,
including
consumer
discretionary,
communication
services,
health
care,
industrials,
energy,
consumer
staples
and
utilities.
Financials
were
the
largest
contributor
due
to
weighting,
although
the
Fund
nominally
underperformed
the
sector
benchmark.
Real
estate
was
the
only
absolute
detractor,
as
Daito
Trust
Construction’s
face-to-face
sales
model
was
impinged
by
COVID-19
social
distancing
requirements.
On
a
country
basis,
emerging
markets
declined,
impacted
by
the
aforementioned
vaccine
distribution
issues,
with
losses
in
out-of-benchmark
Taiwan
(Catcher
Technology),
Thailand
(Siam
Commercial
Bank)
and
Colombia
(Bancolombia).
Holdings
in
the
U.S.
contributed
to
the
vast
majority
of
portfolio
gains,
followed
by
the
United
Kingdom,
South
Korea,
France,
the
Nordic
regions
and
parts
of
developed
Europe.
Half
of
the
top
ten
contributors
were
from
the
U.S.,
including:
Crocs
Inc.,
Capital
One
Financial,
Marathon
Petroleum,
Webster
Financial
Corp.
and
Laboratory
Corp
of
America.
2021
Annualized
As
of June
30,
2021
YTD
Q
II
Q
I
1
Yr
3
Yrs
5
Yrs
10
Yrs
15
Yrs
20
Yrs
ITD
Polaris
Global
Value
Fund
13.84%
2.70%
10.89%
49.96%
9.65%
12.49%
10.26%
6.92%
9.31%
9.65%
MSCI
World
Index,
net
dividends
reinvested
13.05%
7.74%
4.92%
39.04%
14.99%
14.83%
10.65%
7.79%
7.27%
7.38%
2
Polaris
Global
Value
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
JUNE
30,
2021
Capital
One
Financial
jumped
more
than
50%
during
the
semi-annual
period,
as
consumer
balance
sheets
improved
and
technology
initiatives
paid
off.
More
aggressive
marketing
practices
were
announced,
signaling
optimism
from
a
company
that
worked
diligently
to
insulate
itself
from
COVID-19
economic
exposure
in
2020.
Ameris
Bancorp
reported
strong
mortgage
banking
activity,
maintained
net
interest
margins
and
significantly
reduced
non-performing
assets.
Webster
Financial
noted
quarterly
loan
growth,
driven
by
commercial
real
estate
and
commercial
demand
as
well
as
PPP
loans.
Loan
loss
reserves
decreased
and
deposit
demand
rose.
As
suburban-oriented
banks,
Webster
and
Ameris
are
also
benefitting
from
the
COVID-19
induced
“big
city
flight”
to
the
suburbs;
housing
demand,
and
thus
demand
for
mortgages,
ramped
up
considerably.
Puerto
Rico-based
Popular
Inc.
reported
record
net
income,
due
to
higher
net
interest
income
and
good
expense
controls.
Popular
had
signaled
for
quite
some
time
that,
if
the
Current
Expected
Credit
Losses
requirements
were
relaxed,
surplus
capital
could
be
redeployed
for
stock
buybacks
and
dividends,
both
of
which
have
been
put
into
play.
The
only
decliner
of
note
was
Bancolombia
SA,
which
reported
an
earnings
net
loss,
decreased
interest
income
and
higher
loan
loss
provisions
to
cover
their
consumer
portfolio.
Strategic
efforts
to
offset
lost
interest
income
proved
fruitful;
Bancolombia
had
higher
net
fees
and
income
from
services
and
adeptly
executed
cost-cutting
efforts.
Consumer
discretionary
holdings
outperformed
the
sector
benchmark
by
more
than
10%,
making
this
the
second
highest
contributor
for
the
period.
Crocs
Inc.
was
the
single
best
Fund
performer,
up
85%
after
reporting
record
quarterly
earnings
and
margins,
driven
by
sales
in
the
digital
channel,
Americas,
and
direct-to-consumer.
South
Korean
auto
manufacturer,
Kia
Corp.,
posted
robust
quarterly
revenues,
with
improved
product
mix
and
sales
of
newer
SUV
models.
Canadian
auto
supplier,
Magna
International,
advanced
as
the
company
reported
quarterly
revenues
ahead
of
expectations
after
vehicle
production
surprised
on
the
upside
and
the
company
continued
to
display
strong
operating
performance,
which
was
reflected
in
better
bottom-line
results.
Rounding
out
the
top
three
sector
contributors,
communication
services
recovered
markedly
from
2020,
with
stock
price
gains
from
Cineworld
Group,
Cinemark
(purchased
in
late
2020
under
the
same
premise
as
a
Cineworld
recovery)
and
Publicis
Groupe.
Cineworld
released
fourth
quarter
2020
earnings;
in
conjunction
with
the
results,
the
theater
operator
announced
a
deal
with
Warner
Brothers
for
an
exclusive
45-day
movie
theater
window
for
new
releases.
Cineworld
also
secured
additional
liquidity
in
the
form
of
$200
million
in
convertible
bonds,
while
they
await
a
$200
million
tax
refund
through
the
Coronavirus
Aid,
Relief,
and
Economic
Security
Act.
U.S.
theaters
subsequently
reopened
with
a
number
of
blockbusters
drawing
in
audiences.
Publicis
Groupe
exceeded
earnings
expectations,
with
an
organic
revenue
uptick
in
the
U.S.
driven
by
data
business,
Epsilon,
as
well
as
an
increase
in
digital-media
spending
and
data
management
services.
The
company
is
grabbing
a
disproportionate
amount
of
client
investment
in
digital
channels,
e-commerce
and
direct-to-
consumer
advertising,
with
big-name
clients
like
Kraft
Heinz,
Pfizer,
Visa
and
TikTok.
More
clients
may
seek
out
Publicis’
advertising
technology
when
Google
stops
selling
targeted
web
ads
and
removes
third-party
cookies
from
Chrome
browsers
by
2022.
In
health
care,
Laboratory
Corp
of
America
had
strong
results
driven
by
revenue
growth
in
the
diagnostic
and
drug
development
businesses.
The
company
noted
a
return
to
pre-pandemic
health
routines,
with
more
patients
visiting
their
healthcare
providers
and
scheduling
testing.
Revenue
growth
was
also
attributable
to
ongoing
COVID-19
PCR
and
antibody
testing.
CVS
Health
reported
better-than-expected
first
quarter
results,
mainly
driven
by
Aetna
and
pharmacy
business
manager
relationships.
The
company’s
COVID
response,
offering
both
testing
and
vaccines,
validated
their
strategic
business
model
directing
people
into
their
pharmacies
for
healthcare
procedures,
not
just
prescriptions.
Both
U.S.
3
Polaris
Global
Value
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
JUNE
30,
2021
health
insurers,
Anthem
Inc.
and
UnitedHealth
Group,
gained
traction.
Anthem
reaffirmed
2021
guidance
and
delivered
a
positive
outlook
on
growth
trajectory
from
2021
to
2025,
while
also
announcing
the
acquisitions
of
a
home-based
nursing
management
company,
myNEXUS,
Inc.
Double-digit
gains
from
Weichai
Power,
Valmet
OYJ,
General
Dynamics
Corp.,
Andritz
and
Loomis
AB
topped
industrial
sector
gains.
Weichai
Power,
the
Chinese
engine/gearbox
manufacturer
for
heavy
vehicles,
rose
heavy
truck
sales
hit
another
record
high
in
January
2021.
Shareholders
also
approved
a
proposed
capital
raise
to
invest
in
hydrogen
fuel
cells,
high-end
China
6
engines,
large
diameter
industrial
engines,
and
hydraulic
powertrains.
In
keeping
with
the
clean
energy
trend,
Weichai
signed
a
deal
to
acquire
a
19.9%
stake
in
Canadian-firm
Ballard
Powers
System
Inc.
Austrian
industrial
machinery
company,
Andritz,
reported
favorable
earnings
with
order
intake
nearing
pre-pandemic
levels
across
its
Pulp
&
Paper,
Hydro
Power
and
Metals
divisions.
Competitor
Valmet
reported
a
record
number
of
orders
received
and
estimated
its
sales
will
increase
in
2021.
Conversely,
the
Fund
portfolio
was
underweight
the
IT
sector
and
underperformed
due
to
lackluster
results
from
Catcher
Technology
and
Brother
Industries.
Science
Applications
International,
which
provides
IT
services
to
the
U.S.
government,
traded
down
on
market
concerns
about
budget
priorities
under
the
new
Biden
administration.
Performance
from
the
materials
sector
was
underwhelming,
even
though
we
expect
the
sector
to
do
better
in
a
continued
cyclical
recovery,
as
orders
pick
up
and
higher
costs
are
passed
on
to
consumers.
In
mid-May,
copper
prices
were
at
an
all-time
high
amid
an
environment
of
tight
supply
but
fell
off
by
June,
hurting
Chilean
copper
miner,
Antofagasta.
The
company
was
also
weighed
down
by
ongoing
royalty
discussions
between
the
new
Chilean
administration,
whereby
the
potential
tax
on
the
mining
companies
would
enable
the
government
to
afford
to
pay
for
COVID-19
social
funds.
Following
strong
performance
at
the
end
of
2020,
Methanex
reversed
course.
Even
though
methanol
prices
remain
high,
Methanex
is
hampered
by
gas
supply
constraints
due
to
idled
natural
gas
plants
in
New
Zealand
and
Trinidad.
During
the
six-month
period,
two
health
care
companies,
Alexion
Pharmaceuticals
and
Quest
Diagnostics,
were
sold
at
a
profit.
As
previously
stated,
Alexion
was
sold
after
it
became
an
acquisition
target
of
AstraZeneca.
A
long-time
holding,
Quest
Diagnostics,
was
sold
as
it
reached
valuation
limits
on
positive
cash
flows
from
COVID-19
testing.
Tapestry
Inc.
was
sold
as
it
reached
our
target
valuation,
while
U.K.-listed
Signature
Aviation
was
exited
after
the
stock
price
jumped
on
news
of
its
acquisition
by
Global
Infrastructure
Partners.
Franklin
Resources
was
also
sold
on
concerns
about
negative
fund
flows.
Proceeds
were
redeployed
to
purchase
more
attractively-priced
companies:
Irish
biopharmaceutical
company,
Jazz
Pharmaceuticals,
Canadian
base
metals
miner,
Lundin
Mining,
U.S.-based
biopharmaceutical
producer,
United
Therapeutics
Corp.,
and
three
Japanese
companies,
construction/real
estate
firm,
Daito
Trust
Construction,
diversified
business
conglomerate,
Marubeni
Corp.,
and
consumer
printer/ink
supply
company,
Brother
Industries.
Jazz
continues
to
build
out
its
novel
product
pipeline
in
neuroscience
and
oncology,
while
acquiring
GW
Pharmaceutical,
which
specializes
in
cannabinoid-based
medicines.
A
pullback
in
copper
prices
afforded
the
perfect
opportunity
to
add
Lundin
Mining
to
the
Fund
portfolio.
This
Canadian
listed
miner
has
a
portfolio
of
mines
in
South
America
and
Europe,
is
conservatively
managed
and
has
sustainable
cash
flow.
4
Polaris
Global
Value
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
JUNE
30,
2021
The
following
table
shows
the
Fund’s
asset
allocation
at
June
30,
2021.
Table
may
not
cross
foot
due
to
rounding.
INVESTMENT
ENVIRONMENT
AND
STRATEGY:
Over
the
next
year
or
two,
we
expect
an
uneven
economic
recovery
as
COVID-19
laden
countries
will
take
longer
to
recover
than
those
with
higher
vaccination
rates.
Add
to
this
equation
cautious
governments
and
businesses
that
may
mandate
short-term
shutdowns
as
the
Delta
variant
and
other
COVID-19
mutations
circulate.
On
this
backdrop,
we
expect
some
global
market
volatility,
as
evidenced
by
the
stock
market
run-up
in
late
2020,
followed
by
a
period
of
flattening
prices
from
January-May
2021,
followed
by
another
growth
push
in
June
2021.
Sector
rotation
has
swung
wildly
during
this
period,
from
value-oriented
materials
and
financials
seeing
strong
gains
in
the
early
part
of
2021,
only
to
be
replaced
by
tech
high-
flyers
with
overheated
growth
multiples.
Volatility
will
continue
as
stimulus
measures
subside
and
economies
adjust,
with
spurts
of
inflation
expected.
We
are
aware
of
these
macro-economic
trends
while
remaining
true
to
our
bottom-up
stock
picking
discipline.
Shortages,
bottlenecks
and
a
year-long
bull
market
in
commodities
has
been
pushing
materials
prices
higher;
those
supply
issues
have
been
amplified
by
a
boom
in
demand,
as
consumer
confidence
rose
on
a
post-pandemic
future.
As
a
result,
companies
that
previously
absorbed
price
increases,
by
boosting
efficiency
in
their
production
or
service
processes,
are
passing
along
those
price
increases
to
customers.
Price
increases
are
here
for
longer
than
we
normally
expect,
as
demand
continues
to
outpace
slowly
ramping-up
logistics/supply
chains,
especially
those
in
geographies
with
unbalanced
vaccine
rollout.
This
outlook
is
a
departure
from
the
deflationary
forces
we
have
discussed
in
prior
outlooks.
Portfolio
companies
that
can
manage
in
a
deflationary
economy
are
aptly
positioned
to
take
advantage
of
higher
price
trends,
especially
those
in
price-sensitive
consumer
discretionary
and
materials
sectors.
We
are
very
satisfied
with
our
holdings
across
the
Fund
portfolio,
reluctant
to
sell
any
of
these
companies
in
favor
of
those
on
our
research
watch
list.
Without
a
doubt,
we
are
finding
some
great
opportunities,
pinpointing
fundamentally
solid
companies
at
attractive
valuations.
But
we
believe
the
current
Fund
portfolio
has
just
those
type
of
names,
with
good
upside
potential
and
lesser
downside
risk,
that
will
enable
us
to
navigate
a
post-COVID
world.
MSCI
World
Index
Portfolio
Weight
Energy
Utilities
Materials
Industrials
Consumer
Discretionary
Consumer
Staples
Health
Care
Financials
Info.
Tech.
Telecom
Services
Real
Estate
Cash
N.
America
70.7%
39.0%
2.5%
1.9%
2.6%
2.0%
4.3%
1.9%
6.6%
11.4%
3.8%
2.0%
0.0%
0.0%
Japan
6.8%
8.6%
0.0%
0.0%
0.6%
1.1%
2.0%
0.9%
0.0%
0.9%
1.1%
0.9%
1.0%
0.0%
Other
Asia
3.4%
11.0%
0.0%
0.0%
0.0%
0.8%
2.6%
0.7%
0.0%
2.0%
3.8%
1.1%
0.0%
0.0%
Europe
&
Middle
East
16.7%
28.1%
0.0%
0.0%
7.2%
3.8%
5.7%
2.0%
2.9%
2.8%
0.0%
3.8%
0.0%
0.0%
Scandinavia
2.4%
7.1%
0.0%
0.0%
1.1%
2.5%
0.3%
0.0%
0.0%
3.2%
0.0%
0.0%
0.0%
0.0%
Africa
&
S.
America
0.0%
1.9%
0.0%
0.0%
1.2%
0.0%
0.0%
0.0%
0.0%
0.7%
0.0%
0.0%
0.0%
0.0%
Cash
0.0%
4.3%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.7%
Portfolio
Totals
100.0%
2.5%
1.9%
12.8%
10.2%
14.9%
5.5%
95%
20.8%
8.7%
7.8%
1.0%
4.3%
MSCI
World
Weight
3.2%
2.7%
4.4%
10.6%
12.0%
7.0%
12.5%
13.6%
22.1%
9.1%
2.7%
0.0%
5
Polaris
Global
Value
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
JUNE
30,
2021
Sincerely,
Bernard
R.
Horn,
Jr.,
Shareholder
and
Portfolio
Manager
As
of
June
30,
2021
,
the
Fund’s
largest
equity
holdings
and
the
percentages
they
represent
in
the
Fund’s
portfolio
market
value
were
as
follows
and
are
subject
to
change:
Percentage
of
Issuer
Total
Market
Value
Crocs,
Inc.
1.8%
Samsung
Electronics
Co.,
Ltd.
1.7%
Kia
Corp.
1.7%
Capital
One
Financial
Corp.
1.7%
Magna
International,
Inc.
1.6%
Popular,
Inc.
1.6%
Marathon
Petroleum
Corp.
1.5%
Publicis
Groupe
SA
1.5%
United
Therapeutics
Corp.
1.5%
Webster
Financial
Corp.
1.5%
6
Polaris
Global
Value
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
JUNE
30,
2021
The
Fund’s
annual
performance
as
compared
to
the
benchmark
has
been
as
follows:
Historical
Calendar
Year
Annual
Returns
(years
ended
December
31)
IMPORTANT
INFORMATION
The
Fund
invests
in
securities
of
foreign
issuers,
including
issuers
located
in
countries
with
emerging
capital
markets.
Investments
in
such
securities
entail
certain
risks
not
associated
with
investments
in
domestic
securities,
such
as
volatility
of
currency
exchange
rates,
and
in
some
cases,
political
and
economic
instability
and
relatively
illiquid
markets.
These
risks
are
greater
for
emerging
markets.
Options
trading
involves
risk
and
is
not
suitable
for
all
investors.
Fund
performance
includes
reinvestment
of
dividends
and
capital
gains.
During
the
period,
some
of
the
Fund’s
fees
were
waived
or
expenses
reimbursed.
In
the
absence
of
these
waivers
and
reimbursements,
performance
figures
would
be
lower.
On
June
1,
1998,
a
limited
partnership
managed
by
the
adviser
reorganized
into
the
Fund.
The
predecessor
limited
partnership
maintained
an
investment
objective
and
investment
policies
that
were,
in
all
material
respects,
equivalent
to
those
of
the
Fund.
The
Fund’s
performance
for
the
periods
before
June
1,
1998
is
that
of
the
limited
partnership
and
includes
the
expenses
of
the
limited
partnership.
If
the
limited
partnership’s
performance
had
been
readjusted
to
reflect
the
second
year
expenses
of
the
Fund,
the
Fund’s
performance
for
all
the
periods
would
have
been
lower.
The
limited
partnership
was
not
registered
under
the
Investment
Company
Act
of
1940
and
was
not
subject
to
certain
investment
limitations,
diversification
requirements,
and
other
restrictions
imposed
by
the
1940
Act
and
the
Internal
Revenue
Code,
which,
if
applicable,
may
have
adversely
affected
its
performance.
Past
performance
is
no
guarantee
of
future
results.
The
Refinitiv
Lipper
Fund
Awards
are
based
on
the
Lipper
Leader
for
Consistent
Return
rating,
which
is
a
risk-adjusted
performance
measure
calculated
over
36,
60
and
120
months.
The
fund
Polaris
Global
Value
Fund
MSCI
World
Index
2020
6.6
8
%
15.90%
2019
22.79%
27.67%
2018
-12.66%
-8.71%
2017
20.61%
22.40%
2016
11.67%
7.51%
2015
1.55%
-0.87%
2014
3.68%
4.94%
2013
36.94%
26.68%
2012
21.00%
15.83%
2011
-8.16%
-5.54%
2010
20.64%
11.76%
2009
35.46%
29.99%
2008
-46.19%
-40.71%
2007
-3.97%
9.04%
2006
24.57%
20.07%
2005
10.52%
9.49%
Polaris
Global
Value
Fund
MSCI
World
Index
2004
23.63%
14.72%
2003
47.06%
33.11%
2002
3.82%
-19.89%
2001
2.21%
-16.82%
2000
-5.82%
-13.18%
1999
16.50%
24.94%
1998
-8.85%
24.34%
1997
34.55%
15.76%
1996
23.34%
13.48%
1995
31.82%
20.72%
1994
-2.78%
5.08%
1993
25.70%
22.50%
1992
9.78%
-5.23%
1991
17.18%
18.28%
1990
-11.74%
-17.02%
7
Polaris
Global
Value
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
JUNE
30,
2021
with
the
highest
Lipper
Leader
for
Consistent
Return
(Effective
Return)
value
in
each
eligible
classification
wins
the
Lipper
Fund
Award.
The
Refinitiv
Lipper
Fund
Awards,
granted
annually,
highlight
funds
and
fund
companies
that
have
excelled
in
delivering
consistently
strong
risk-adjusted
performance
relative
to
their
peers.
Additional
information
is
available
at
www.
lipperfundawards.com.
The
MSCI
World
Index,
net
dividends
reinvested
measures
the
performance
of
a
diverse
range
of
global
stock
markets
in
the
United
States,
Canada,
Europe,
Australia,
New
Zealand
and
the
Far
East.
The
MSCI
World
Index
is
unmanaged
and
does
include
the
reinvestment
of
dividends,
net
of
withholding
taxes.
One
cannot
invest
directly
in
an
index.
The
views
in
this
letter
were
those
of
the
Fund
manager
as
of
June
30,
2021
and
may
not
reflect
the
views
of
the
manager
after
the
publication
date.
These
views
are
intended
to
assist
shareholders
of
the
Fund
in
understanding
their
investment
and
do
not
constitute
investment
advice.
8
Polaris
Global
Value
Fund
PERFORMANCE
CHART
AND
ANALYSIS
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
Polaris
Global
Value
Fund
(the
“Fund”)
compared
with
the
performance
of
the
benchmark,
MSCI
World
Index,
over
the
past
ten
fiscal
years.
The
MSCI
World
Index
captures
large
and
mid
cap
representation
across
23
developed
markets
countries:
Australia,
Austria,
Belgium,
Canada,
Denmark,
Finland,
France,
Germany,
Hong
Kong,
Ireland,
Israel,
Italy,
Japan,
the
Netherlands,
New
Zealand,
Norway,
Portugal,
Singapore,
Spain,
Sweden,
Switzerland,
the
United
Kingdom
and
the
United
States.
The
total
return
of
the
index
includes
the
reinvestment
of
dividends
and
income.
The
total
return
of
the
Fund
includes
operating
expenses
that
reduce
returns,
while
the
total
return
of
the
index
does
not
include
expenses.
The
Fund
is
professionally
managed,
while
the
index
is
unmanaged
and
is
not
available
for
investment.
Comparison
of
Change
in
Value
of
a
$10,000
Investment
Polaris
Global
Value
Fund
vs.
MSCI
World
Index
Performance
data
quoted
represents
past
performance
and
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
As
stated
in
the
Fund’s
prospectus,
the
annual
operating
expense
ratio
(gross)
is
1.24%.
However,
the
Fund’s
adviser has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
dividend
and
interest
expense
on
short
sales,
acquired
fund
fees
and
expenses,
proxy
expenses
and
extraordinary
expenses)
to
0.99%,
through
April
30,
2022
(the
“Expense
Cap”).
The
Expense
Cap
may
be
raised
or
eliminated
only
with
the
consent
of
the
Board
of
Trustees.
During
the
period,
certain
fees
were
waived
and/or
expenses
reimbursed;
otherwise,
returns
would
have
been
lower.
Shares
redeemed
or
exchanged
within
180
days
of
purchase
will
be
charged
a
1.00%
redemption
fee.
The
performance
table
and
graph
do
not
reflect
the
deduction
of
taxes
that
a
shareholder
would
pay
on
Fund
distributions
or
the
redemption
of
Fund
shares.
Returns
greater
than
one
year
are
annualized.
Because
of
ongoing
market
volatility,
Fund
performance
may
be
subject
to
substantial
short-term
changes.
For
the
most
recent
month-end
performance,
please
call
(888)
263-5594.
Average
Annual
Total
Returns
Periods
Ended
June
30,
2021
One
Year
Five
Year
Ten
Year
Polaris
Global
Value
Fund
49.96%
12.49%
10.26%
MSCI
World
Index
39.04%
14.83%
10.65%
Polaris
Global
Value
Fund
SCHEDULE
OF
INVESTMENTS
JUNE
30,
2021
9
See
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Common
Stock
-
95.6%
Austria
-
0.8%
78,400
ANDRITZ
AG
$
4,404,578
Belgium
-
1.0%
42,670
Solvay
SA,
Class A
5,423,887
Canada
-
4.3%
360,300
Lundin
Mining
Corp.
3,249,560
90,415
Magna
International,
Inc.
8,371,192
149,837
Methanex
Corp.
4,966,765
90,293
Toronto-Dominion
Bank
6,327,648
22,915,165
Chile
-
1.2%
325,200
Antofagasta
PLC
6,457,585
China
-
0.8%
1,990,000
Weichai
Power
Co.,
Ltd.
4,423,760
Colombia
-
0.6%
491,900
Bancolombia
SA
3,460,208
Finland
-
0.9%
113,195
Valmet
OYJ
4,936,648
France
-
3.8%
36,300
Cie
Generale
des
Etablissements
Michelin
SCA
5,789,247
54,107
IPSOS
2,280,795
118,590
Publicis
Groupe
SA
7,584,941
45,053
Vinci
SA
4,807,410
20,462,393
Germany
-
6.8%
71,500
BASF
SE
5,632,859
261,742
Deutsche
Telekom
AG
5,528,143
95,800
Fresenius
SE
&
Co.
KGaA
4,997,606
31,300
Hannover
Rueck
SE
5,236,783
66,600
HeidelbergCement
AG
5,712,759
72,316
LANXESS
AG
4,957,990
16,600
Muenchener
Rueckversicherungs-
Gesellschaft
AG
in
Muenchen,
Class R
4,545,893
36,612,033
Ireland
-
2.0%
2,455,441
Greencore
Group
PLC
(a)
4,266,144
35,600
Jazz
Pharmaceuticals
PLC
(a)
6,323,984
10,590,128
Italy
-
0.6%
2,399,507
TREVI
-
Finanziaria
Industriale
SpA
(a)
3,266,308
Shares
Security
Description
Value
Japan
-
8.6%
101,000
Asahi
Group
Holdings,
Ltd.
$
4,719,303
305,200
Brother
Industries,
Ltd.
6,090,539
419,000
Daicel
Corp.
3,447,194
50,200
Daito
Trust
Construction
Co.,
Ltd.
5,490,166
169,000
Honda
Motor
Co.,
Ltd.
5,400,333
159,900
KDDI
Corp.
4,987,204
700,200
Marubeni
Corp.
6,089,052
54,500
Sony
Group
Corp.
5,305,527
146,900
Sumitomo
Mitsui
Trust
Holdings,
Inc.
4,665,045
46,194,363
Norway
-
3.4%
262,696
DNB
ASA
5,723,683
329,537
SpareBank
1
SR-Bank
ASA
4,351,650
167,854
Sparebanken
Vest
1,744,794
116,600
Yara
International
ASA
6,137,305
17,957,432
Puerto
Rico
-
1.5%
105,900
Popular,
Inc.
7,947,795
Singapore
-
0.8%
213,250
United
Overseas
Bank,
Ltd.
4,094,679
South
Korea
-
8.1%
21,200
Hyundai
Mobis
Co.,
Ltd.
5,496,959
107,000
Kia
Corp.
8,513,253
50,900
KT&G
Corp.
3,814,732
429,315
LG
Uplus
Corp.
5,851,783
121,532
Samsung
Electronics
Co.,
Ltd.
8,708,993
97,000
Shinhan
Financial
Group
Co.,
Ltd.
3,497,047
64,100
SK
Hynix,
Inc.
7,257,248
43,140,015
Sweden
-
2.8%
125,200
Duni
AB,
Class A
(a)
1,620,939
103,203
Loomis
AB
3,228,221
195,400
SKF
AB,
Class B
4,975,130
460,533
Svenska
Handelsbanken
AB,
Class A
5,196,138
15,020,428
Switzerland
-
1.8%
31,544
Chubb,
Ltd.
5,013,603
47,900
Novartis
AG
4,365,229
9,378,832
Taiwan
-
0.8%
640,000
Catcher
Technology
Co.,
Ltd.
4,180,529
Thailand
-
0.5%
947,800
Siam
Commercial
Bank
PCL
2,898,109
Polaris
Global
Value
Fund
SCHEDULE
OF
INVESTMENTS
JUNE
30,
2021
10
See
Notes
to
Financial
Statements.
Shares
Security
Description
Value
United
Kingdom
-
11.3%
393,000
Amcor
PLC
$
4,503,780
708,411
Babcock
International
Group
PLC
(a)
2,841,840
157,495
Bellway
PLC
7,058,756
147,127
Bunzl
PLC
4,862,111
4,681,050
Cineworld
Group
PLC
(a)
5,014,470
107,600
Coca-Cola
Europacific
Partners
PLC
6,382,832
529,163
Inchcape
PLC
5,625,352
18,713
Linde
PLC
5,409,928
256,070
Mondi
PLC
6,733,753
60,228
Next
PLC
(a)
6,545,100
2,445,468
Taylor
Wimpey
PLC
5,376,986
60,354,908
United
States
-
33.2%
45,651
AbbVie,
Inc.
5,142,129
82,400
ALLETE,
Inc.
5,766,352
112,450
Ameris
Bancorp
5,693,343
14,900
Anthem,
Inc.
5,688,820
52,500
Arrow
Electronics,
Inc.
(a)
5,976,075
87,200
Avnet,
Inc.
3,494,976
87,600
Berry
Global
Group,
Inc.
(a)
5,713,272
103,900
Brookline
Bancorp,
Inc.
1,553,305
14,800
Cambridge
Bancorp
1,228,252
54,900
Capital
One
Financial
Corp.
8,492,481
52,651
Carter's,
Inc.
5,432,004
325,900
Cinemark
Holdings,
Inc.
(a)
7,153,505
169,774
Colony
Bankcorp,
Inc.
3,032,164
79,976
Crocs,
Inc.
(a)
9,318,803
71,200
CVS
Health
Corp.
5,940,928
64,735
Dime
Community
Bancshares,
Inc.
2,176,391
30,767
General
Dynamics
Corp.
5,792,195
52,700
Ingredion,
Inc.
4,769,350
86,900
Intel
Corp.
4,878,566
119,163
International
Bancshares
Corp.
5,116,859
40,200
JPMorgan
Chase
&
Co.
6,252,708
20,000
Laboratory
Corp.
of
America
Holdings
(a)
5,517,000
28,000
M&T
Bank
Corp.
4,068,680
126,182
Marathon
Petroleum
Corp.
7,623,916
21,900
Microsoft
Corp.
5,932,710
61,776
NextEra
Energy,
Inc.
4,526,945
50,700
Premier
Financial
Corp.
1,440,387
55,800
Science
Applications
International
Corp.
4,895,334
71,200
Tyson
Foods,
Inc.,
Class A
5,251,712
41,700
United
Therapeutics
Corp.
(a)
7,481,397
13,768
UnitedHealth
Group,
Inc.
5,513,258
61,751
Verizon
Communications,
Inc.
3,459,909
140,138
Webster
Financial
Corp.
7,474,961
Shares
Security
Description
Value
United
States
-
33.2%
(continued)
221,300
Williams
Cos.,
Inc.
$
5,875,515
177,674,202
Total
Common
Stock
(Cost
$383,264,876)
511,793,985
Shares
Security
Description
Exercise
Price
Exp.
Date
Value
Warrants
-
0.0%
10,863
TREVI
-
Finanziaria
Industriale
SpA
(a)
(Cost
$1,001,311)
$
0.01
05/05/25
47,659
Investments,
at
value
-
95.6%
(Cost
$384,266,187)
$
511,841,644
Other
Assets
&
Liabilities,
Net
-
4.4%
23,447,575
Net
Assets
-
100.0%
$
535,289,219
PCL
Public
Company
Limited
PLC
Public
Limited
Company
(a)
Non-income
producing
security.
Polaris
Global
Value
Fund
SCHEDULE
OF
INVESTMENTS
JUNE
30,
2021
11
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.
Level
1
Level
2
Level
3
Total
Investments
at
Value
Common
Stock
Austria
$
4,404,578
$
–
$
–
$
4,404,578
Belgium
5,423,887
–
–
5,423,887
Canada
22,915,165
–
–
22,915,165
Chile
6,457,585
–
–
6,457,585
China
4,423,760
–
–
4,423,760
Colombia
3,460,208
–
–
3,460,208
Finland
4,936,648
–
–
4,936,648
France
20,462,393
–
–
20,462,393
Germany
36,612,033
–
–
36,612,033
Ireland
10,590,128
–
–
10,590,128
Italy
3,266,308
–
–
3,266,308
Japan
46,194,363
–
–
46,194,363
Norway
17,957,432
–
–
17,957,432
Puerto
Rico
7,947,795
–
–
7,947,795
Singapore
4,094,679
–
–
4,094,679
South
Korea
43,140,015
–
–
43,140,015
Sweden
15,020,428
–
–
15,020,428
Switzerland
9,378,832
–
–
9,378,832
Taiwan
4,180,529
–
–
4,180,529
Thailand
–
2,898,109
–
2,898,109
United
Kingdom
60,354,908
–
–
60,354,908
United
States
177,674,202
–
–
177,674,202
Warrants
47,659
–
–
47,659
Investments
at
Value
$
508,943,535
$
2,898,109
$
–
$
511,841,644
PORTFOLIO
HOLDINGS
%
of
Total
Investments
Communication
Services
8.2%
Consumer
Discretionary
15.6%
Consumer
Staples
5.7%
Energy
2.6%
Financials
21.7%
Health
Care
10.0%
Industrials
10.6%
Information
Technology
9.1%
Materials
13.4%
Real
Estate
1.1%
Utilities
2.0%
Warrants
0.0%
100.0%
12
Polaris
Global
Value
Fund
STATEMENT
OF
ASSETS
AND
LIABILITIES
JUNE
30,
2021
See
Notes
to
Financial
Statements.
*
Shares
redeemed
or
exchanged
within
180
days
of
purchase
are
charged
a
1.00%
redemption
fee.
ASSETS
Investments,
at
value
(Cost
$384,266,187)
$
511,841,644
Cash
22,696,135
Receivables:
Fund
shares
sold
45,919
Dividends
and
interest
1,180,338
Prepaid
expenses
36,966
Total
Assets
535,801,002
LIABILITIES
Payables:
Fund
shares
redeemed
2,728
Foreign
capital
gains
tax
payable
17,163
Accrued
Liabilities:
Investment
adviser
fees
356,838
Trustees’
fees
and
expenses
656
Fund
services
fees
52,732
Other
expenses
81,666
Total
Liabilities
511,783
NET
ASSETS
$
535,289,219
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
395,307,639
Distributable
earnings
139,981,580
NET
ASSETS
$
535,289,219
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
16,146,801
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE*
$
33.15
13
Polaris
Global
Value
Fund
STATEMENT
OF
OPERATIONS
SIX
MONTHS
ENDED
JUNE
30,
2021
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$773,427)
$
6,663,491
Interest
income
5,692
Total
Investment
Income
6,669,183
EXPENSES
Investment
adviser
fees
2,548,935
Fund
services
fees
294,582
Custodian
fees
70,375
Registration
fees
14,072
Professional
fees
36,818
Trustees'
fees
and
expenses
6,591
Other
expenses
132,134
Total
Expenses
3,103,507
Fees
waived
(580,078)
Net
Expenses
2,523,429
NET
INVESTMENT
INCOME
4,145,754
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
(loss)
on:
Investments
11,980,871
Foreign
currency
transactions
(51,447)
Net
realized
gain
11,929,424
Net
change
in
unrealized
appreciation
(depreciation)
on:
Investments
46,796,865
Deferred
foreign
capital
gains
taxes
(17,163)
Foreign
currency
translations
(34,532)
Net
change
in
unrealized
appreciation
(depreciation)
46,745,170
NET
REALIZED
AND
UNREALIZED
GAIN
58,674,594
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
62,820,348
14
Polaris
Global
Value
Fund
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
See
Notes
to
Financial
Statements.
For
the
Six
Months
Ended
June
30,
2021
For
the
Year
Ended
December
31,
2020
OPERATIONS
Net
investment
income
$
4,145,754
$
5,224,950
Net
realized
gain
(loss)
11,929,424
(2,958,596)
Net
change
in
unrealized
appreciation
(depreciation)
46,745,170
18,872,845
Increase
in
Net
Assets
Resulting
from
Operations
62,820,348
21,139,199
DISTRIBUTIONS
TO
SHAREHOLDERS
Total
Distributions
Paid
–
(6,905,258)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares
37,511,518
79,862,710
Reinvestment
of
distributions
–
6,452,739
Redemption
of
shares
(15,786,450)
(118,715,995)
Redemption
fees
4,884
23,683
Increase
(Decrease)
in
Net
Assets
from
Capital
Share
Transactions
21,729,952
(32,376,863)
Increase
(Decrease)
in
Net
Assets
84,550,300
(18,142,922)
NET
ASSETS
Beginning
of
Period
450,738,919
468,881,841
End
of
Period
$
535,289,219
$
450,738,919
SHARE
TRANSACTIONS
Sale
of
shares
1,158,608
3,494,534
Reinvestment
of
distributions
–
222,842
Redemption
of
shares
(492,707)
(5,152,538)
Increase
(Decrease)
in
Shares
665,901
(1,435,162)
15
Polaris
Global
Value
Fund
FINANCIAL
HIGHLIGHTS
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
period
.
For
the
Six
Months
Ended
June
30,
2021
For
the
Years
Ended
December
31,
2020
2019
2018
2017
2016
NET
ASSET
VALUE,
Beginning
of
Period
$
29.12
$
27.72
$
23.41
$
27.71
$
23.32
$
21.16
INVESTMENT
OPERATIONS
Net
investment
income
(a)
0.26
0.32
0.62
0.47
0.37
0.32
Net
realized
and
unrealized
gain
(loss)
3.77
1.53
4.72
(3.97)
4.43
2.15
Total
from
Investment
Operations
4.03
1.85
5.34
(3.50)
4.80
2.47
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
–
(0.34)
(0.68)
(0.77)
(0.41)
(0.31)
Net
realized
gain
–
(0.11)
(0.35)
(0.03)
–
–
Total
Distributions
to
Shareholders
–
(0.45)
(1.03)
(0.80)
(0.41)
(0.31)
REDEMPTION
FEES(a)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
NET
ASSET
VALUE,
End
of
Period
$
33.15
$
29.12
$
27.72
$
23.41
$
27.71
$
23.32
TOTAL
RETURN
13.84%(c)
6.68%
22.79%
(12.66)%
20.61%
11.67%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
535,289
$
450,739
$
468,882
$
422,161
$
544,750
$
382,336
Ratios
to
Average
Net
Assets:
Net
investment
income
1.63%(d)
1.34%
2.35%
1.74%
1.45%
1.48%
Net
expenses
0.99%(d)
0.99%
0.99%
0.99%
0.99%
0.99%
Gross
expenses
(e)
1.22%(d)
1.24%
1.23%
1.23%
1.24%
1.27%
PORTFOLIO
TURNOVER
RATE
7%(c)
57%
10%
22%
48%
33%
(a)
Calculated
based
on
average
shares
outstanding
during
each
period.
(b)
Less
than
$0.01
per
share.
(c)
Not
annualized.
(d)
Annualized.
(e)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
16
Polaris
Global
Value
Fund
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2021
Note
1.
Organization
The
Polaris
Global
Value
Fund
(the
“Fund”)
is
a
diversified
portfolio
of
Forum
Funds
(the
“Trust”).
The
Trust
is
a
Delaware
statutory
trust
that
is
registered
as
an
open-end,
management
investment
company
under
the
Investment
Company
Act
of
1940,
as
amended
(the
“Act”).
Under
its
Trust
Instrument,
the
Trust
is
authorized
to
issue
an
unlimited
number
of
the
Fund’s
shares
of
beneficial
interest
without
par
value.
The
Fund
commenced
operations
June
1,
1998
after
it
acquired
the
net
assets
of
Global
Value
Limited
Partnership
(the
“Partnership”),
in
exchange
for
Fund
shares.
The
Partnership
commenced
operations
on
July
31,
1989.
The
Fund
seeks
capital
appreciation.
Note
2.
Summary
of
Significant
Accounting
Policies
The
Fund
is
an
investment
company
and
follows
accounting
and
reporting
guidance
under
Financial
Accounting
Standards
Board
(“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
period.
Actual
amounts
could
differ
from
those
estimates.
The
following
summarizes
the
significant
accounting
policies
of
the
Fund:
Security
Valuation
–
Securities
are
valued
at
market
prices
using
the
last
quoted
trade
or
official
closing
price
from
the
principal
exchange
where
the
security
is
traded,
as
provided
by
independent
pricing
services
on
each
Fund
business
day.
In
the
absence
of
a
last
trade,
securities
are
valued
at
the
mean
of
the
last
bid
and
ask
price
provided
by
the
pricing
service.
Forward
currency
contracts
are
generally
valued
based
on
interpolation
of
forward
curve
data
points
obtained
from
major
banking
institutions
that
deal
in
foreign
currencies
and
currency
dealers.
Shares
of
non-exchange
traded
open-end
mutual
funds
are
valued
at
net
asset
value
(“NAV”).
Short-term
investments
that
mature
in
sixty
days
or
less
may
be
valued
at
amortized
cost.
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.
17
Polaris
Global
Value
Fund
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2021
Fair
valuation
is
based
on
subjective
factors
and,
as
a
result,
the
fair
value
price
of
an
investment
may
differ
from
the
security’s
market
price
and
may
not
be
the
price
at
which
the
asset
may
be
sold.
Fair
valuation
could
result
in
a
different
NAV
than
a
NAV
determined
by
using
market
quotes.
GAAP
has
a
three-tier
fair
value
hierarchy.
The
basis
of
the
tiers
is
dependent
upon
the
various
“inputs”
used
to
determine
the
value
of
the
Fund’s
investments.
These
inputs
are
summarized
in
the
three
broad
levels
listed
below:
Level
1
-
Quoted
prices
in
active
markets
for
identical
assets
and
liabilities.
Level
2
-
Prices
determined
using
significant
other
observable
inputs
(including
quoted
prices
for
similar
securities,
interest
rates,
prepayment
speeds,
credit
risk,
etc.).
Short-term
securities
with
maturities
of
sixty
days
or
less
are
valued
at
amortized
cost,
which
approximates
market
value,
and
are
categorized
as
Level
2
in
the
hierarchy.
Municipal
securities,
long-term
U.S.
government
obligations
and
corporate
debt
securities
are
valued
in
accordance
with
the
evaluated
price
supplied
by
a
pricing
service
and
generally
categorized
as
Level
2
in
the
hierarchy.
Other
securities
that
are
categorized
as
Level
2
in
the
hierarchy
include,
but
are
not
limited
to,
warrants
that
do
not
trade
on
an
exchange,
securities
valued
at
the
mean
between
the
last
reported
bid
and
ask
quotation
and
international
equity
securities
valued
by
an
independent
third
party
with
adjustments
for
changes
in
value
between
the
time
of
the
securities’
respective
local
market
closes
and
the
close
of
the
U.S.
market.
Level
3
-
Significant
unobservable
inputs
(including
the
Fund’s
own
assumptions
in
determining
the
fair
value
of
investments).
The
aggregate
value
by
input
level,
as
of
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.
Non-cash
dividend
income
is
recorded
at
the
fair
market
value
of
the
securities
received.
Foreign
dividend
income
is
recorded
on
the
ex-dividend
date
or
as
soon
as
possible
after
determining
the
existence
of
a
dividend
declaration
after
exercising
reasonable
due
diligence.
Income
and
capital
gains
on
some
foreign
securities
may
be
subject
to
foreign
withholding
taxes,
which
are
accrued
as
applicable.
Interest
income
is
recorded
on
an
accrual
basis.
Premium
is
amortized
to
the
next
call
date
above
par
and
discount
is
accreted
to
maturity
using
the
effective
interest
method.
Identified
cost
of
investments
sold
is
used
to
determine
the
gain
and
loss
for
both
financial
statement
and
federal
income
tax
purposes.
Foreign
Currency
Translations
–
Foreign
currency
amounts
are
translated
into
U.S.
dollars
as
follows:
(1)
assets
and
liabilities
at
the
rate
of
exchange
at
the
end
of
the
respective
period;
and
(2)
purchases
and
sales
of
securities
and
income
and
expenses
at
the
rate
of
exchange
prevailing
on
the
dates
of
such
transactions.
The
portion
of
the
results
of
operations
arising
from
changes
in
the
exchange
rates
and
the
portion
due
to
fluctuations
arising
from
changes
in
the
market
prices
of
securities
are
not
isolated.
Such
fluctuations
are
included
with
the
net
realized
and
unrealized
gain
or
loss
on
investments.
Foreign
Currency
Transactions
–
The
Fund
may
enter
into
transactions
to
purchase
or
sell
foreign
currency
contracts
and
options
on
foreign
currency.
Forward
currency
contracts
are
agreements
to
exchange
one
currency
for
another
at
a
future
date
and
at
a
specified
price.
A
fund
may
use
forward
currency
contracts
to
facilitate
transactions
in
foreign
securities,
to
18
Polaris
Global
Value
Fund
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2021
manage
a
fund’s
foreign
currency
exposure
and
to
protect
the
U.S.
dollar
value
of
its
underlying
portfolio
securities
against
the
effect
of
possible
adverse
movements
in
foreign
exchange
rates.
These
contracts
are
intrinsically
valued
daily
based
on
forward
rates,
and
a
fund’s
net
equity
therein,
representing
unrealized
gain
or
loss
on
the
contracts
as
measured
by
the
difference
between
the
forward
foreign
exchange
rates
at
the
dates
of
entry
into
the
contracts
and
the
forward
rates
at
the
reporting
date,
is
recorded
as
a
component
of
NAV.
These
instruments
involve
market
risk,
credit
risk,
or
both
kinds
of
risks,
in
excess
of
the
amount
recognized
in
the
Statement
of
Assets
and
Liabilities.
Risks
arise
from
the
possible
inability
of
counterparties
to
meet
the
terms
of
their
contracts
and
from
movement
in
currency
and
securities
values
and
interest
rates.
Due
to
the
risks
associated
with
these
transactions,
a
fund
could
incur
losses
up
to
the
entire
contract
amount,
which
may
exceed
the
net
unrealized
value
included
in
its
NAV.
Distributions
to
Shareholders
–
The
Fund
declares
any
dividends
from
net
investment
income
and
pays
them
annually.
Any
net
capital
gains
and
foreign
currency
gains
realized
by
the
Fund
are
distributed
at
least
annually.
Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
Distributions
are
based
on
amounts
calculated
in
accordance
with
applicable
federal
income
tax
regulations,
which
may
differ
from
GAAP.
These
differences
are
due
primarily
to
differing
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.
Redemption
Fees
–
A
shareholder
who
redeems
or
exchanges
shares
within
180
days
of
purchase
will
incur
a
redemption
fee
of
1.00%
of
the
current
NAV
of
shares
redeemed
or
exchanged,
subject
to
certain
limitations.
The
fee
is
charged
for
the
benefit
of
the
remaining
shareholders
and
will
be
paid
to
the
Fund
to
help
offset
transaction
costs.
The
fee
is
accounted
for
as
an
addition
to
paid-in
capital.
The
Fund
reserves
the
right
to
modify
the
terms
of
or
terminate
the
fee
at
any
time.
There
are
limited
exceptions
to
the
imposition
of
the
redemption
fee.
Redemption
fees
incurred
for
the
Fund,
if
any,
are
reflected
on
the
Statements
of
Changes
in
Net
Assets.
Commitments
and
Contingencies
–
In
the
normal
course
of
business,
the
Fund
enters
into
contracts
that
provide
general
indemnifications
by
the
Fund
to
the
counterparty
to
the
contract.
The
Fund’s
maximum
exposure
under
these
arrangements
is
dependent
on
future
claims
that
may
be
made
against
the
Fund
and,
therefore,
cannot
be
estimated;
however,
based
on
experience,
the
risk
of
loss
from
such
claims
is
considered
remote.
The
Fund
has
determined
that
none
of
these
arrangements
requires
disclosure
on
the
Fund’s
balance
sheet.
19
Polaris
Global
Value
Fund
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2021
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
$22,446,135
at
MUFG
Union
Bank,
N.A.
that
exceeded
the
FDIC
insurance
limit.
Note
4.
Fees
and
Expenses
Investment
Adviser
–
Polaris
Capital
Management,
LLC
(the
“Adviser”)
is
the
investment
adviser
to
the
Fund.
Pursuant
to
an
investment
advisory
agreement,
the
Adviser
receives
an
advisory
fee,
payable
monthly,
from
the
Fund
at
an
annual
rate
of
1.00%
of
the
Fund’s
average
daily
net
assets.
Distribution
–
Foreside
Fund
Services,
LLC
serves
as
the
Fund’s
distributor
(the
“Distributor”).
The
Fund
does
not
have
a
distribution
(12b-1)
plan;
accordingly,
the
Distributor
does
not
receive
compensation
from
the
Fund
for
its
distribution
services.
The
Adviser
compensates
the
Distributor
directly
for
its
services.
The
Distributor
is
not
affiliated
with
the
Adviser
or
Atlantic
Fund
Administration,
LLC,
a
wholly
owned
subsidiary
of
Apex
US
Holdings,
LLC
(d/b/a
Apex
Fund
Services)
(“Apex”)
or
their
affiliates.
Other
Service
Providers
–
Apex
provides
fund
accounting,
fund
administration,
compliance
and
transfer
agency
services
to
the
Fund.
The
fees
related
to
these
services
are
included
in
Fund
services
fees
within
the
Statement
of
Operations.
Apex
also
provides
certain
shareholder
report
production
and
EDGAR
conversion
and
filing
services.
Pursuant
to
an
Apex
Services
Agreement,
the
Fund
pays
Apex
customary
fees
for
its
services.
Apex
provides
a
Principal
Executive
Officer,
a
Principal
Financial
Officer,
a
Chief
Compliance
Officer
and
an
Anti-Money
Laundering
Officer
to
the
Fund,
as
well
as
certain
additional
compliance
support
functions.
Trustees
and
Officers
–
The
Trust
pays
each
independent
Trustee
an
annual
retainer
of
$31,000
for
services
to
the
Trust
($41,000
for
the
Chairman).
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.
Fees
Waived
The
Adviser
has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
annual
operating
expenses
to
0.99%
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
dividend
and
interest
expense
on
short
sales,
acquired
fund
fees
and
expenses,
proxy
expenses
and
extraordinary
expenses),
through
April
30,
2022.
Other
fund
service
providers
have
voluntarily
agreed
to
waive
and
reimburse
a
portion
of
their
fees.
These
voluntary
fee
waivers
and
reimbursements
may
be
reduced
or
eliminated
at
any
time.
Other
Waivers
are
not
eligible
for
recoupment.
For
the
period
ended
June
30,
2021
,
fees
waived
were
as
follows:
20
Polaris
Global
Value
Fund
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2021
Note
6.
Security
Transactions
The
cost
of
purchases
and
proceeds
from
sales
of
investment
securities
(including
maturities),
other
than
short-term
investments
during
the
period
ended
June
30,
2021,
were
$45,165,547
and
$34,378,662,
respectively.
Note
7.
Federal
Income
Tax
As
of
June
30,
2021,
the
cost
of
investments
for
federal
income
tax
purposes
is
substantially
the
same
as
for
financial
statement
purposes and
the
components
of
net
unrealized appreciation were
as
follows:
As
of
December
31,
2020,
distributable
earnings
on
a
tax
basis
were
as
follows:
The
difference
between
components
of
distributable
earnings
on
a
tax
basis
and
the
amounts
reflected
in
the
Statement
of
Assets
and
Liabilities
are
primarily
due
to
passive
foreign
investment
company
transactions,
wash
sales
and
return
of
capital
on
equity
securities.
As
of
December
31,
2020,
the
Fund
had
$1,166,745
of
available
long-term
capital
loss
carryforwards
that
have
no
expiration
date.
Note
8.
Subsequent
Events
Subsequent
events
occurring
after
the
date
of
this
report
through
the
date
these
financial
statements
were
issued
have
been
evaluated
for
potential
impact.
Effective
July
21,
2021,
Northern
Trust
Company
serves
as
the
Fund's
custodian.
Investment
Adviser
Fees
Waived
Other
Waivers
Total
Fees
Waived
$
552,050
$
28,028
$
580,078
Gross
Unrealized
Appreciation
$
141,162,131
Gross
Unrealized
Depreciation
(13,586,674)
Net
Unrealized
Appreciation
$
127,575,457
Undistributed
Ordinary
Income
$
765,020
Capital
and
Other
Losses
(1,166,745)
Unrealized
Appreciation
77,562,957
Total
$
77,161,232
21
Polaris
Global
Value
Fund
ADDITIONAL
INFORMATION
JUNE
30,
2021
Investment
Advisory
Agreement
Approval
At
the
March
12,
2021
Board
meeting,
the
Board,
including
the
Independent
Trustees,
considered
the
approval
of
the
continuance
of
the
investment
advisory
agreement
between
the
Adviser
and
the
Trust
pertaining
to
the
Fund
(the
“Advisory
Agreement”).
In
preparation
for
its
deliberations,
the
Board
requested
and
reviewed
written
responses
from
the
Adviser
to
a
due
diligence
questionnaire
circulated
on
the
Board’s
behalf
concerning
the
services
provided
by
the
Adviser.
The
Board
also
discussed
the
materials
with
Fund
counsel
and,
as
necessary,
with
the
Trust’s
administrator.
During
its
deliberations,
the
Board
received
an
oral
presentation
from
the
Adviser,
and
was
advised
by
Trustee
counsel.
At
the
meeting,
the
Board
reviewed,
among
other
matters:
(1)
the
nature,
extent
and
quality
of
the
services
provided
to
the
Fund
by
the
Adviser,
including
information
on
the
investment
performance
of
the
Fund
and
Adviser;
(2)
the
costs
of
the
services
provided
and
profitability
to
the
Adviser
of
its
relationship
with
the
Fund;
(3)
the
advisory
fee
and
total
expense
ratio
of
the
Fund
compared
to
a
relevant
peer
group
of
funds;
(4)
the
extent
to
which
economies
of
scale
may
be
realized
as
the
Fund
grows
and
whether
the
advisory
fee
enables
the
Fund’s
investors
to
share
in
the
benefits
of
economies
of
scale;
and
(5)
other
benefits
received
by
the
Adviser
from
its
relationship
with
the
Fund.
In
addition,
the
Board
recognized
that
the
evaluation
process
with
respect
to
the
Adviser
was
an
ongoing
one
and,
in
this
regard,
the
Board
considered
information
provided
by
the
Adviser
at
regularly
scheduled
meetings
during
the
past
year.
Nature,
Extent
and
Quality
of
Services
Based
on
written
materials
received,
a
presentation
from
senior
representatives
of
the
Adviser,
and
a
discussion
with
the
Adviser
about
the
Adviser’s
personnel,
operations
and
financial
condition,
the
Board
considered
the
quality
of
services
provided
by
the
Adviser
under
the
Advisory
Agreement.
In
this
regard,
the
Board
considered
information
regarding
the
experience,
qualifications
and
professional
background
of
the
portfolio
managers
at
the
Adviser
with
principal
responsibility
for
the
Fund’s
investments
as
well
as
the
investment
philosophy
and
decision-making
process
of
the
Adviser
and
the
capability
and
integrity
of
the
Adviser’s
senior
management
and
staff.
The
Board
considered
also
the
adequacy
of
the
Adviser’s
resources.
The
Board
noted
the
Adviser’s
representations
that
the
firm
is
in
stable
financial
condition,
that
the
firm
is
able
to
meet
its
expense
reimbursement
obligations
to
the
Fund,
and
that
the
firm
has
the
operational
capability
and
necessary
staffing
and
experience
to
continue
providing
high-quality
investment
advisory
services
to
the
Fund.
Based
on
the
presentation
and
the
materials
provided
by
the
Adviser
in
connection
with
the
Board’s
consideration
of
the
renewal
of
the
Advisory
Agreement,
among
other
relevant
factors,
the
Board
concluded
that,
overall,
it
was
satisfied
with
the
nature,
extent
and
quality
of
services
to
be
provided
to
the
Fund
under
the
Advisory
Agreement.
Performance
In
connection
with
a
presentation
by
the
Adviser
regarding
its
approach
to
managing
the
Fund,
the
Board
considered
the
performance
of
the
Fund
compared
to
its
primary
benchmark
index,
the
MSCI
World
Index.
The
Board
observed
that
the
Fund
underperformed
the
MSCI
World
Index
for
the
one-,
three-,
five-
and
10-year
periods
ended
December
31,
2020,
and
outperformed
the
primary
benchmark
index
for
the
20-year
period
ended
December
31,
2020,
and
for
the
period
since
the
Fund’s
inception
on
July
31,
1989.
The
Board
noted
the
Adviser’s
representation
that
the
Fund’s
short-term
22
Polaris
Global
Value
Fund
ADDITIONAL
INFORMATION
JUNE
30,
2021
underperformance
relative
to
the
primary
benchmark
could
be
attributed,
in
part,
to
the
Fund’s
value
bias
during
a
period
in
which
growth
stocks
significantly
outperformed
value
stocks,
as
well
as
the
Fund’s
temporary
material
cash
position
resulting
from
repositioning
of
the
Fund’s
portfolio
in
response
to
the
COVID-19
pandemic
during
2020.
The
Board
also
observed
the
Fund’s
performance
relative
to
an
independent
peer
group
identified
by
Broadridge
Financial
Solutions,
Inc.
(“Broadridge”)
as
having
characteristics
similar
to
those
of
the
Fund.
The
Board
observed
that,
based
on
the
information
provided
by
Broadridge,
the
Fund
performed
at
the
median
of
its
Broadridge
peer
group
for
the
one-year
period
ended
December
31,
2020,
underperformed
the
median
of
the
Broadridge
Peers
over
the
three-year
period
ended
December
31,
2020,
and
outperformed
the
median
of
the
Broadridge
Peers
over
the
five-year
period
ended
December
31,
2020.
The
Board
noted
the
Adviser’s
representation
that
the
Fund’s
recent
underperformance
relative
to
the
Broadridge
peers
could
be
attributed,
at
least
in
part,
to
the
Fund’s
underweight
exposure
to
defensive
sectors,
such
as
utilities
and
energy,
during
the
early
stages
of
the
COVID-19
pandemic.
In
consideration
of
the
Adviser’s
investment
strategy
and
the
foregoing
performance
information,
among
other
considerations,
the
Board
determined
that
the
Fund
could
benefit
from
the
Adviser’s
continued
management
of
the
Fund.
Compensation
The
Board
evaluated
the
Adviser’s
compensation
for
providing
advisory
services
to
the
Fund
and
analyzed
comparative
information
on
actual
advisory
fee
rates
and
actual
total
expenses
of
the
Fund’s
Broadridge
peer
group.
The
Board
noted
that
the
Adviser’s
actual
advisory
fee
rate
approximated
the
median
of
the
Broadridge
peer
group
and
the
Fund’s
actual
total
expense
ratio
was
lower
than
the
median
of
the
Fund’s
Broadridge
peers.
The
Board
further
noted
that
the
Adviser
was
currently
waiving
a
portion
of
its
advisory
fee
in
an
effort
to
keep
the
Fund’s
expenses
at
levels
believed
by
the
Adviser
to
be
attractive
to
investors.
Based
on
the
foregoing
and
other
applicable
considerations,
the
Board
concluded
that
the
Adviser’s
advisory
fee
rate
charged
to
the
Fund
was
reasonable.
Costs
of
Services
and
Profitability
The
Board
evaluated
information
provided
by
the
Adviser
regarding
the
costs
of
services
and
its
profitability
with
respect
to
the
Fund.
In
this
regard,
the
Board
considered
the
Adviser’s
resources
devoted
to
the
Fund
as
well
as
the
Adviser’s
discussion
of
costs
and
profitability
of
its
Fund
activities.
The
Board
noted
the
Adviser’s
representation
that
the
Adviser
does
not
maintain
separately
identifiable
profit
and
loss
data
specific
to
the
Fund
but
that
the
Adviser
believed
that
its
compensation
was
reasonable,
including
relative
to
the
Adviser’s
other
clients,
and
that
it
incurs
additional
expenses
for
regulatory
and
compliance
obligations
for
its
Fund
activities
compared
to
the
expenses
attributable
to
the
Adviser’s
other
management
activities.
In
addition,
the
Board
noted
the
contractual
expense
cap
in
place
for
the
Fund
and
the
Adviser’s
reimbursements.
Based
on
these
and
other
applicable
considerations,
the
Board
concluded
that
the
Adviser’s
profits
attributable
to
management
of
the
Fund
were
reasonable.
Economies
of
Scale
The
Board
considered
whether
the
Fund
could
benefit
from
any
economies
of
scale.
In
this
regard,
the
Board
considered
the
Fund’s
fee
structure,
asset
size,
net
expense
ratio,
and
the
fees
of
comparable
advisers,
recognizing
that
an
analysis
23
Polaris
Global
Value
Fund
ADDITIONAL
INFORMATION
JUNE
30,
2021
of
economies
of
scale
is
most
relevant
when
a
fund
has
achieved
a
substantial
size
and
has
growing
assets
and
that,
if
a
fund’s
assets
are
stable
or
decreasing,
the
significance
of
economies
of
scale
may
be
reduced.
The
Board
reviewed
relevant
materials
and
discussed
whether
the
use
of
breakpoints
would
be
appropriate
at
this
time.
Noting
the
relatively
stable
asset
levels
in
the
Fund
over
the
past
year
and
the
existence
of
the
Adviser’s
ongoing
expense
limitation
arrangements,
the
Board
concluded
that
the
advisory
fee
remained
reasonable
in
light
of
the
current
information
provided
to
the
Trustees
with
respect
to
economies
of
scale.
Other
Benefits
The
Board
considered
the
Adviser’s
representation
that,
aside
from
its
contractual
advisory
fees,
it
does
not
directly
benefit
in
a
material
way
from
its
relationship
with
the
Fund.
Based
on
the
foregoing
representation,
the
Board
concluded
that
other
benefits
received
by
the
Adviser
from
its
relationship
with
the
Fund
were
not
a
material
factor
to
consider
in
approving
the
continuation
of
the
Advisory
Agreement.
Conclusion
The
Board
did
not
identify
any
single
factor
as
being
of
paramount
importance,
and
different
Trustees
may
have
given
different
weight
to
different
factors.
The
Board
reviewed
a
memorandum
from
Fund
counsel
discussing
the
legal
standards
applicable
to
its
consideration
of
the
Advisory
Agreement.
Based
on
its
review,
including
consideration
of
each
of
the
factors
referenced
above,
the
Board
determined,
in
the
exercise
of
its
reasonable
business
judgment,
that
the
contractual
fee
under
the
Advisory
Agreement
was
fair
and
reasonable
in
light
of
the
services
performed
or
to
be
performed,
expenses
incurred
or
to
be
incurred
and
such
other
matters
as
the
Board
considered
relevant.
Proxy
Voting
Information
A
description
of
the
policies
and
procedures
that
the
Fund
uses
to
determine
how
to
vote
proxies
relating
to
securities
held
in
the
Fund’s
portfolio
is
available,
without
charge
and
upon
request,
by
calling
(888)
263-5594,
on
the
Fund's
website
at
www.polarisfunds.com,
and
on
the
SEC’s
website
at
www.sec.gov.
The
Fund’s
proxy
voting
record
for
the
most
recent
twelve-month
period
ended
June
30
is
available,
without
charge
and
upon
request,
by
calling
(888)
263-5594,
on
the
Fund's
website
at
www.polarisfunds.com,
and
on
the
SEC’s
website
at
www.sec.gov.
Availability
of
Quarterly
Portfolio
Schedules
The
Fund
files
its
complete
schedule
of
portfolio
holdings
with
the
SEC
for
the
first
and
third
quarters
of
each
fiscal
year
on
Form
N-PORT.
Forms
N-PORT
are
available
free
of
charge
on
the
SEC’s
website
at
www.sec.gov.
Shareholder
Expense
Example
As
a
shareholder
of
the
Fund,
you
incur
two
types
of
costs:
(1)
transaction
costs,
including
redemption
fees
and
exchange
fees,
and
(2)
ongoing
costs,
including
management
fees
and
other
Fund
expenses.
This
example
is
intended
to
help
you
understand
your
ongoing
costs
(in
dollars)
of
investing
in
the
Fund,
and
to
compare
these
costs
with
the
ongoing
costs
of
investing
in
other
mutual
funds.
24
Polaris
Global
Value
Fund
ADDITIONAL
INFORMATION
JUNE
30,
2021
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
of
the
table
below
provides
information
about
hypothetical
account
values
and
hypothetical
expenses
based
on
the
Fund’s
actual
expense
ratio
and
an
assumed
rate
of
return
of
5%
per
year
before
expenses,
which
is
not
the
Fund’s
actual
return.
The
hypothetical
account
values
and
expenses
may
not
be
used
to
estimate
the
actual
ending
account
balance
or
expenses
you
paid
for
the
period.
You
may
use
this
information
to
compare
the
ongoing
costs
of
investing
in
the
Fund
and
other
funds.
To
do
so,
compare
this
5%
hypothetical
example
with
the
5%
hypothetical
examples
that
appear
in
the
shareholder
reports
of
other
funds.
Please
note
that
the
expenses
shown
in
the
table
are
meant
to
highlight
your
ongoing
costs
only
and
do
not
reflect
any
transactional
costs,
such
as
redemption
fees
and
exchange
fees.
Therefore,
the
second
line
of
the
table
is
useful
in
comparing
ongoing
costs
only
and
will
not
help
you
determine
the
relative
total
costs
of
owning
different
funds.
In
addition,
if
these
fees
were
included,
your
costs
would
have
been
higher.
Beginning
Account
Value
January
1,
2021
Ending
Account
Value
June
30,
2021
Expenses
Paid
During
Period*
Annualized
Expense
Ratio*
Actual
$
1,000.00
$
1,138.40
$
5.25
0.99%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,019.89
$
4.96
0.99%
*
Expenses
are
equal
to
the
Fund’s
annualized
expense
ratio
multiplied
by
the
average
account
value
over
the
period,
multiplied
by
the
number
of
days
in
the
most
recent
fiscal
half-year
(181)
divided
by
365
to
reflect
the
half-year
period.
Semi-Annual
Report
JUNE
30,
2021
(Unaudited)
INVESTMENT
ADVISER
Polaris
Capital
Management,
LLC
121
High
Street
Boston,
MA
02110-2475
DISTRIBUTOR
Foreside
Fund
Services,
LLC
Three
Canal
Plaza,
Suite
100
Portland,
ME
04101
www.foreside.com
TRANSFER
AGENT
Apex
Fund
Services
P.O.
Box
588
Portland,
ME
04112
www.theapexgroup.com
This
report
is
submitted
for
the
general
information
of
the
shareholders
of
the
Fund.
It
is
not
authorized
for
distribution
to
prospective
investors
unless
preceded
or
accompanied
by
an
effective
prospectus,
which
includes
information
regarding
the
Fund’s
risks,
objectives,
fees
and
expenses,
experience
of
its
management
and
other
information.
225-SAR-0621
Lisanti
Small
Cap
Growth
Fund
Semi
Annual
Report
June
30,
2021
(Unaudited)
Lisanti
Small
Cap
Growth
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
June
30,
2021
1
Dear
Shareholder,
After
a
strong
recovery
in
2020,
the
first
half
of
2021
saw
smaller
growth
stocks
continue
to
appreciate,
although
not
at
quite
as
strong
a
pace,
and
with
more
volatility.
The
Russell
2000
Growth
Index
rose
8.98%.
However,
for
the
first
two
months
of
the
year,
the
index
rose
8.28%;
since
that
time,
it
has
basically
traded
sideways
as
investors
have
dealt
with
a
variety
of
concerns—rising
inflation;
the
potential
for
rising
interest
rates;
and
most
recently
the
“waviness”
of
the
recovery
as
the
Delta
variant
rose
to
prominence.
The
Lisanti
Small
Cap
Growth
Fund
(“Fund”)
outperformed
its
benchmark,
the
Russell
2000
Growth
Index,
(“Index”),
returning
10.43%
net
versus
8.98%
for
the
Index.
During
the
six-month
period,
the
Healthcare
sector
was
of
most
benefit
to
the
Fund,
followed
by
the
Industrials
and
Consumer
Discretionary
sectors,
while
the
Information
Technology,
Communications
Services
and
Financial
sectors
detracted
from
performance.
Our
process
pushes
us
to
look
for
companies
being
“mispriced”
relative
to
their
growth
prospects.
Thus,
as
we
moved
through
the
Pandemic,
we
tilted
more
towards
the
growth
cyclicals,
which
included
Consumer
Discretionary
and
Semiconductors.
During
the
first
quarter
of
the
year,
cyclical
and
value
stocks
outperformed,
as
investors
became
concerned
about
spiking
inflation
pushing
rates
up;
as
data
appeared
to
support
the
Federal
Reserve’s
view
that
these
inflationary
spikes
are
transitory,
and
as
investors
focused
on
the
“new
normal”,
traditional
growth
stocks
began
to
outperform.
As
we
look
out
to
the
remainder
of
2021
and
into
2022,
we
see
a
fairly
benign
outlook
for
public
equities.
While
we
acknowledge
concerns
over
inflation
and
interest
rates,
and
do
believe
that
certain
increased
costs
(such
as
labor)
could
prove
sticky,
our
research
indicated
that
a
significant
portion
of
the
spike
in
inflation,
as
the
Federal
Reserve
maintains,
is
somewhat
transitory.
We
believe
that
the
pandemic
was
a
recession
that
hit
private
corporations
much
more
significantly
than
public
corporations;
in
many
cases,
that
positions
the
public
companies
to
take
market
share
as
the
economy
reopens.
This
phenomenon
could
last
for
several
years,
as
opposed
to
several
months,
as
smaller
businesses
struggle
to
reopen
but
those
with
access
to
capital
may
accelerate
their
growth.
Profit
margins
are
better
than
expected,
despite
supply
chain
issues
that
may
continue
for
a
while;
we
expect
that
many
public
companies
will
likely
continue
to
see
profitability
above
expectations.
While
the
recovery/reopening
may
be
“wavy”
as
we
deal
with
variants
of
the
virus
and
vaccination
issues,
low
interest
rates,
low
inflation,
and
good
economic
growth
should
create
a
positive
backdrop
for
equities.
We
do
not
normally
concern
ourselves
with
larger
“macro”
issues,
but
we
believe
the
investing
landscape
is
changing—significantly,
but
slowly—and
we
believe
these
changes
will
likely
be
of
great
benefit
to
smaller
growth
companies.
We
see
several
significant
situations:
•
The
US
is
making
progress
with
vaccinations.
It
appears,
based
on
the
information
we
have
gathered,
that
the
U.S.
leads
the
world
in
vaccinations
and
in
fiscal
support
for
a
recovery.
We
believe
this
lead
will
be
at
least
12
months,
and
could
develop
into
a
two-year
lead,
or
greater.
That
means
that
most
of
the
“action”
will
be
domestic,
which
could
benefit
smaller
companies,
which
are
mostly
domestically
focused.
Lisanti
Small
Cap
Growth
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
June
30,
2021
2
All
of
these
trends
may
take
many
years
to
unfold.
However,
if
we
are
correct
in
identifying
these
“green
shoots,”
then
the
investing
landscape
is
about
to
enter
a
“virtuous
circle”
for
smaller,
domestically
focused
companies,
similar
to
what
we
saw
in
the
1990s.
While
we
expect
the
environment
to
remain
constructive
for
public
equities
for
some
time
to
come,
we
do
believe
that
we
have
seen
the
“bottom”
in
interest
rates.
We
have
spent
the
past
four
decades
with
interest
rates,
as
determined
by
the
Federal
Reserve,
declining,
from
21%
in
1980-1981,
to
zero.
We
are
now
in
an
era,
we
believe,
where
returns
will
have
to
be
earned,
through
fundamental
prospects—earnings
and
revenue
•
Pricing
power
might
be
back.
This
is
probably
the
most
significant
change
we
have
seen
in
the
investing
landscape
since
we
saw
the
beginning
of
the
long
decline
in
inflation,
early
in
our
career.
We
have
all
heard
the
Federal
Reserve
talk
about
letting
inflation
run
above
2%;
and
we
have
all
heard
the
prognostications
from
the
“talking
heads”
and
the
worries
that
inflation
pressures
will
escape
our
ability
to
manage
them.
We
believe
that
the
offset
of
technological
innovation
will
keep
that
in
check
for
many
years;
thus,
what
we
see
is
the
return
of
the
1990s
environment,
where
we
had
inflation
of
2%
or
so
annually.
We
believe
the
more
near-term
impact
of
the
return
of
inflation
is
the
return
of
pricing
power.
Not
only
has
much
of
our
labor
force
been
decimated
by
the
advent
of
“the
race
to
zero”
in
terms
of
our
pricing
power,
but
so
have
many
of
our
consumer
companies.
Our
economy
is
65%
driven
by
the
consumer.
Due
in
part
to
the
pandemic,
we
have
seen
between
5%
and
15%
of
restaurant
companies
permanently
closed;
we
have
seen
severe
supply
chain
pressures
create
shortages
in
consumer
goods,
with
the
result
that
there
has
been
very
little
discounting
in
consumer
goods
pricing
this
year.
We
cannot
overemphasize
how
powerful
this
dynamic
could
be
to
revenue
and
profit
growth
for
public
companies,
should
it
hold.
We
believe
that
supply
chains
will
be
under
stress
for
at
least
the
next
12-18
months,
given
that
many
emerging
market
economies
(where
these
goods
are
usually
produced)
will
struggle
to
control
the
virus
as
they
will
be
limited
to
vaccines
that
do
not
have
to
be
refrigerated
(and
those
are
the
ones
with
issues).
By
that
time,
consumers
may
become
accustomed
to
slightly
higher
prices—which
would
be
extremely
positive
for
domestically
focused
consumer
companies.
•
Manufacturing
is
returning
to
the
United
States.
Again,
we
cannot
stress
how
significant
this
is.
We
have
spent
the
past
20
years,
since
the
North
American
Free
Trade
Agreement
was
signed
in
the
early
1990s,
losing
good
paying
manufacturing
jobs.
The
net
result
has
been
enormous
stress
on
the
approximately
50
million
Americans
who
do
not
have
a
college
degree
but
are
in
the
workforce.
Even
without
the
support
of
the
Federal
Government,
we
believe
manufacturing
was
returning;
government
support
will
accelerate
this.
Put
simply,
we
are
replacing
$10-$15
per
hour
service
sector
jobs
with
$25-$30
per
hour
manufacturing
jobs—this
is
potentially
very
positive
for
many
parts
of
our
domestic
economy.
Lisanti
Small
Cap
Growth
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
June
30,
2021
3
growth,
as
opposed
to
significant
broad
upward
revaluation
of
the
equity
markets,
as
rates
drop.
Or,
to
put
it
another
way,
“a
rising
tide
will
NOT
lift
all
boats”.
That
probably
means
several
things
to
equity
investors:
This
is
a
very
different
environment
than
that
of
the
past
few
decades;
it
is
more
nuanced
and
it
can
be
a
bit
confusing
and
somewhat
emotional,
if
you
are
new
to
it.
(And
a
lot
of
investors
have
never
seen
this
type
of
market.
.
.
)
however,
it
is
a
market
that
should
reward
a
diligent
fundamental
research,
a
disciplined
investment
process,
and
experience,
which
to
us
is
the
definition
of
a
“stockpicker’s
market”.
Again,
we
look
for
companies
that
have
three
components:
strong
secular
trends
driving
their
growth
(secular
growth
stocks);
companies
that
are
able
to
drive
growth
through
their
own
internal
initiatives
(structural
growth
stocks);
and
those
companies
that
are
in
the
midst
of
operational
improvements/turnarounds
(transformational
growth).
We
believe
that
holding
stocks
of
companies
from
these
three
buckets
may
be
of
benefit
to
the
portfolio.
We
continue
to
work
hard
on
your
behalf;
we
thank
you
for
your
investment
in
the
Fund
and
the
opportunity
to
do
so.
All
of
us
at
Lisanti
Capital
Growth
wish
that
you
and
yours
stay
safe
and
well
through
this
situation.
•
volatility
increases,
as
the
future
is
a
bit
less
certain;
more
depends
on
the
individual
companies’
prospects,
than
on
the
general
macroeconomic
backdrop
•
earnings
driven
markets
have
a
different
cadence
than
valuation
driven
markets—they
unfold
a
bit
more
slowly,
as
one
needs
quarters,
if
not
years,
to
see
the
evidence
of
growth
acceleration;
valuation
markets
can
move
up
or
down
very
quickly
as
multiples
expand
or
contract
•
dispersion
increases
as
individual
company
prospects
drive
results—which
mean
things
like
strategy,
and
management
acumen,
matter
a
great
deal
Lisanti
Small
Cap
Growth
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
June
30,
2021
4
Sincerely,
Mary
Lisanti,
CFA
President
&
Portfolio
Manager
IMPORTANT
RISKS
AND
DISCLOSURES
An
investment
in
the
Fund
is
subject
to
risk,
including
the
possible
loss
of
principal
amount
invested.
The
Fund
invests
in
smaller
companies,
which
carry
greater
risk
than
is
associated
with
larger
companies
for
various
reasons
such
as
narrower
markets,
limited
financial
resources
and
less
liquid
stock.
The
Fund’s
investments
in
growth
securities
may
be
more
sensitive
to
company
earnings
and
more
volatile
than
the
market
in
general.
Investments
in
technology
companies
are
vulnerable
to
factors
affecting
that
sector,
such
as
dependency
on
consumer
and
business
acceptance
as
new
technology
evolves.
Investments
in
the
Industrial
sector
can
be
significantly
affected
by
business
cycle
fluctuations,
worldwide
economy
growth,
government
and
corporate
spending
and
others.
Investments
in
Health-Care
companies
may
be
affected
by
government
regulations
and
government
health-care
programs,
changes
in
the
cost
of
medical
products
and
services,
limited
product
lines,
product
liability
claims,
and
patent
protection,
among
other
factors.
The
views
in
this
report
were
those
of
the
Fund
manager
as
of
June
30,
2021,
and
may
not
necessarily
reflect
her
views
on
the
date
this
report
is
first
published
or
anytime
thereafter.
These
views
are
intended
to
assist
shareholders
in
understanding
the
Fund’s
investment
methodology
and
do
not
constitute
investment
advice.
Although
the
Fund
manager
believes
she
has
a
reasonable
basis
for
any
opinions
or
views
expressed,
actual
results
may
differ,
sometimes
significantly
so,
from
those
expected
or
expressed.
All
current
and
future
holdings
of
the
Fund
are
subject
to
risk
and
are
subject
to
change.
Lisanti
Small
Cap
Growth
Fund
PERFORMANCE
CHART
AND
ANALYSIS
June
30,
2021
5
The
following
chart
reflects
the
change
in
the
value
of
a
hypothetical
$10,000
investment,
including
reinvested
dividends
and
distributions,
in
the
Lisanti
Small
Cap
Growth
Fund
(the
“Fund”)
compared
with
the
performance
of
the
benchmark,
Russell
2000
Growth
Index
(“Russell
2000
Growth”),
over
the
past
ten
fiscal
years.
The
Russell
2000
Growth,
the
Fund‘s
primary
performance
benchmark,
measures
the
performance
of
those
Russell
2000
Growth
companies
with
higher
price-to-value
ratios
and
higher
forecasted
growth
values.
The
total
return
of
the
index
includes
the
reinvestment
of
dividends
and
income.
The
total
return
of
the
Fund
includes
operating
expenses
that
reduce
returns,
while
the
total
return
of
the
index
does
not
include
expenses.
The
Fund
is
professionally
managed,
while
the
index
is
unmanaged
and
is
not
available
for
investment.
Comparison
of
Change
in
Value
of
a
$10,000
Investment
Lisanti
Small
Cap
Growth
Fund
vs.
Russell
2000
Growth
Index
Performance
data
quoted
represents
past
performance
and
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
As
stated
in
the
Fund’s
prospectus,
the
annual
operating
expense
ratio
(gross)
is
1.78%.
However,
the
Fund’s
adviser has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
proxy
expenses,
and
extraordinary
expenses)
to
1.35%,
through
April
30,
2022
(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
30
days
of
purchase
will
be
charged
a
1.00%
redemption
fee.
The
performance
table
and
graph
do
not
reflect
the
deduction
of
taxes
that
a
shareholder
would
pay
on
Fund
distributions
or
the
redemption
of
Fund
shares.
Returns
greater
than
one
year
are
annualized.
For
the
most
recent
month-end
performance,
please
call
(800)
441-7031.
Average
Annual
Total
Returns
Periods
Ended
June
30,
2021
One
Year
Five
Year
Ten
Year
Lisanti
Small
Cap
Growth
Fund
55.70%
25.39%
15.49%
Russell
2000
Growth
Index
51.36%
18.76%
13.52%
Lisanti
Small
Cap
Growth
Fund
SCHEDULE
OF
INVESTMENTS
June
30,
2021
6
See
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Common
Stock
-
95.7%
Communication
Services
-
1.6%
4,065
Cardlytics,
Inc.
(a)
$
515,971
31,555
Magnite,
Inc.
(a)
1,067,821
1,583,792
Consumer
Discretionary
-
15.2%
11,085
Abercrombie
&
Fitch
Co.
(a)
514,677
27,930
Academy
Sports
&
Outdoors,
Inc.
(a)
1,151,833
13,680
American
Eagle
Outfitters,
Inc.
513,410
35,230
Bloomin'
Brands,
Inc.
(a)
956,142
21,605
Boot
Barn
Holdings,
Inc.
(a)
1,815,900
58,075
CarParts.com,
Inc.
(a)
1,182,407
14,460
Crocs,
Inc.
(a)
1,684,879
12,640
Gentherm,
Inc.
(a)
898,072
21,445
GrowGeneration
Corp.
(a)
1,031,504
5,300
Legalzoom.com,
Inc.
(a)
200,605
12,335
Red
Rock
Resorts,
Inc.,
Class A
(a)
524,238
24,405
Revolve
Group,
Inc.
(a)
1,681,505
7,995
Texas
Roadhouse,
Inc.
769,119
9,470
The
Lovesac
Co.
(a)
755,611
15,835
YETI
Holdings,
Inc.
(a)
1,453,970
15,133,872
Consumer
Staples
-
1.1%
5,550
Freshpet,
Inc.
(a)
904,428
10,300
The
Beauty
Health
Co.
(a)
173,040
1,077,468
Energy
-
3.0%
35,430
Magnolia
Oil
&
Gas
Corp.
(a)
553,771
34,970
Matador
Resources
Co.
1,259,269
23,670
Sun
Country
Airlines
Holdings,
Inc.
(a)
876,027
7,555
TPI
Composites,
Inc.
(a)
365,813
3,054,880
Financials
-
1.8%
17,230
Argo
Group
International
Holdings,
Ltd.
893,031
41,500
The
Bancorp,
Inc.
(a)
954,915
1,847,946
Health-Care
-
0.4%
27,640
Ocular
Therapeutix,
Inc.
(a)
391,935
Health-Care
Equipment
&
Services
-
20.4%
28,460
Acadia
Healthcare
Co.,
Inc.
(a)
1,785,865
10,195
AMN
Healthcare
Services,
Inc.
(a)
988,711
10,175
AtriCure,
Inc.
(a)
807,183
19,995
Axonics,
Inc.
(a)
1,267,883
13,095
Castle
Biosciences,
Inc.
(a)
960,256
13,900
Cutera,
Inc.
(a)
681,517
20,500
Figs,
Inc.
(a)
1,027,050
Shares
Security
Description
Value
Health-Care
Equipment
&
Services
-
20.4%
(continued)
14,105
Inogen,
Inc.
(a)
$
919,223
42,850
Neuronetics,
Inc.
(a)
686,457
14,245
NuVasive,
Inc.
(a)
965,526
3,250
Omnicell,
Inc.
(a)
492,213
15,770
OptimizeRx
Corp.
(a)
976,163
14,175
OrthoPediatrics
Corp.
(a)
895,577
29,395
SeaSpine
Holdings
Corp.
(a)
602,891
8,415
Shockwave
Medical,
Inc.
(a)
1,596,578
48,800
SI-BONE,
Inc.
(a)
1,535,736
9,720
STAAR
Surgical
Co.
(a)
1,482,300
31,220
Surgery
Partners,
Inc.
(a)
2,079,876
6,345
Tandem
Diabetes
Care,
Inc.
(a)
618,003
20,369,008
Industrials
-
16.2%
9,270
Advanced
Drainage
Systems,
Inc.
1,080,604
8,845
Builders
FirstSource,
Inc.
(a)
377,328
10,595
Chart
Industries,
Inc.
(a)
1,550,260
10,390
Clean
Harbors,
Inc.
(a)
967,725
6,890
Eagle
Materials,
Inc.
979,138
3,090
Generac
Holdings,
Inc.
(a)
1,282,813
4,750
Hydrofarm
Holdings
Group,
Inc.
(a)
280,773
32,885
JetBlue
Airways
Corp.
(a)
551,810
8,520
John
Bean
Technologies
Corp.
1,215,122
13,790
Kornit
Digital,
Ltd.
(a)
1,714,511
9,485
MasTec,
Inc.
(a)
1,006,359
20,080
Montrose
Environmental
Group,
Inc.
(a)
1,077,493
30,755
nLight,
Inc.
(a)
1,115,791
2,805
Saia,
Inc.
(a)
587,619
9,010
Terex
Corp.
429,056
20,230
The
Shyft
Group,
Inc.
756,804
37,475
Titan
Machinery,
Inc.
(a)
1,159,477
16,132,683
Information
Technology
-
1.4%
24,895
Varonis
Systems,
Inc.
(a)
1,434,450
Materials
-
2.2%
55,220
Livent
Corp.
(a)
1,069,059
31,620
Summit
Materials,
Inc.,
Class A
(a)
1,101,957
2,171,016
Pharmaceuticals,
Biotechnology
&
Life
Sciences
-
10.9%
9,635
Alpha
Teknova,
Inc.
(a)
228,639
14,860
Apellis
Pharmaceuticals,
Inc.
(a)
939,152
8,420
Arrowhead
Pharmaceuticals,
Inc.
(a)
697,344
50,215
BioCryst
Pharmaceuticals,
Inc.
(a)
793,899
19,010
CareDx,
Inc.
(a)
1,739,795
11,445
Denali
Therapeutics,
Inc.
(a)
897,746
21,535
DermTech,
Inc.
(a)
895,210
15,830
Fate
Therapeutics,
Inc.
(a)
1,373,886
Lisanti
Small
Cap
Growth
Fund
SCHEDULE
OF
INVESTMENTS
June
30,
2021
7
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.
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
Pharmaceuticals,
Biotechnology
&
Life
Sciences
-
10.9%
(continued)
3,705
Intellia
Therapeutics,
Inc.
(a)
$
599,877
6,470
Natera,
Inc.
(a)
734,539
21,170
Rocket
Pharmaceuticals,
Inc.
(a)
937,619
13,455
TG
Therapeutics,
Inc.
(a)
521,919
9,125
Vericel
Corp.
(a)
479,063
10,838,688
Technology
-
21.5%
32,730
3D
Systems
Corp.
(a)
1,308,218
3,505
Appian
Corp.
(a)
482,814
35,840
Asana,
Inc.,
Class A
(a)
2,223,155
19,403
Axcelis
Technologies,
Inc.
(a)
784,269
14,255
Brooks
Automation,
Inc.
1,358,217
22,090
CommVault
Systems,
Inc.
(a)
1,726,775
6,275
Digital
Turbine,
Inc.
(a)
477,088
7,470
Diodes,
Inc.
(a)
595,882
5,945
Domo,
Inc.,
Class B
(a)
480,534
106,445
Extreme
Networks,
Inc.
(a)
1,187,926
19,305
Flywire
Corp.
(a)
709,266
28,290
Lattice
Semiconductor
Corp.
(a)
1,589,332
25,710
Nutanix,
Inc.,
Class A
(a)
982,636
23,525
PagerDuty,
Inc.
(a)
1,001,695
4,685
Shift4
Payments,
Inc.
(a)
439,078
7,055
Silicon
Motion
Technology
Corp.,
ADR
452,226
14,265
SiTime
Corp.
(a)
1,805,806
25,735
Sprout
Social,
Inc.,
Class A
(a)
2,301,224
17,390
SunPower
Corp.
(a)
508,135
18,715
Ultra
Clean
Holdings,
Inc.
(a)
1,005,370
21,419,646
Total
Common
Stock
(Cost
$80,440,251)
95,455,384
Investments,
at
value
-
95.7%
(Cost
$80,440,251)
$
95,455,384
Other
Assets
&
Liabilities,
Net
-
4.3%
4,319,592
Net
Assets
-
100.0%
$
99,774,977
(a)
Non-income
producing
security.
Valuation
Inputs
Investments
in
Securities
Level
1
-
Quoted
Prices
$
95,455,384
Level
2
-
Other
Significant
Observable
Inputs
–
Level
3
-
Significant
Unobservable
Inputs
–
Total
$
95,455,384
PORTFOLIO
HOLDINGS
%
of
Total
Investments
Communication
Services
1.7%
Consumer
Discretionary
15.9%
Consumer
Staples
1.1%
Energy
3.2%
Financials
1.9%
Health-Care
0.4%
Health-Care
Equipment
&
Services
21.3%
Industrials
16.9%
Information
Technology
1.5%
Materials
2.3%
Pharmaceuticals,
Biotechnology
&
Life
Sciences
11.4%
Technology
22.4%
100.0%
Lisanti
Small
Cap
Growth
Fund
STATEMENT
OF
ASSETS
AND
LIABILITIES
June
30,
2021
8
See
Notes
to
Financial
Statements.
ASSETS
Investments,
at
value
(Cost
$80,440,251)
$
95,455,384
Cash
4,613,859
Receivables:
Fund
shares
sold
179,483
Investment
securities
sold
885,825
Dividends
and
interest
13,156
Prepaid
expenses
16,219
Total
Assets
101,163,926
LIABILITIES
Payables:
Investment
securities
purchased
1,261,530
Fund
shares
redeemed
4,466
Accrued
Liabilities:
Investment
adviser
fees
63,371
Trustees’
fees
and
expenses
97
Fund
services
fees
13,955
Other
expenses
45,530
Total
Liabilities
1,388,949
NET
ASSETS
$
99,774,977
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
59,403,454
Distributable
earnings
40,371,523
NET
ASSETS
$
99,774,977
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
2,917,982
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE*
$
34.19
*
Shares
redeemed
or
exchanged
within
30
days
of
purchase
are
charged
a
1.00%
redemption
fee.
Lisanti
Small
Cap
Growth
Fund
STATEMENT
OF
OPERATIONS
SIX
MONTHS
ENDED
JUNE
30,
2021
9
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Dividend
income
$
74,518
Interest
income
1,043
Total
Investment
Income
75,561
EXPENSES
Investment
adviser
fees
438,661
Fund
services
fees
127,435
Shareholder
service
fees
115,437
Custodian
fees
4,780
Registration
fees
11,452
Professional
fees
21,766
Trustees'
fees
and
expenses
2,633
Other
expenses
28,756
Total
Expenses
750,920
Fees
waived
(127,561)
Net
Expenses
623,359
NET
INVESTMENT
LOSS
(547,798)
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
on
investments
15,359,597
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
(6,164,276)
NET
REALIZED
AND
UNREALIZED
GAIN
9,195,321
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
8,647,523
Lisanti
Small
Cap
Growth
Fund
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
10
See
Notes
to
Financial
Statements.
For
the
Six
Months
Ended
June
30,
2021
For
the
Year
Ended
December
31,
2020
OPERATIONS
Net
investment
loss
$
(547,798)
$
(750,049)
Net
realized
gain
15,359,597
17,663,499
Net
change
in
unrealized
appreciation
(depreciation)
(6,164,276)
15,685,158
Increase
in
Net
Assets
Resulting
from
Operations
8,647,523
32,598,608
DISTRIBUTIONS
TO
SHAREHOLDERS
Total
Distributions
Paid
–
(6,061,866)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares
17,045,787
29,986,098
Reinvestment
of
distributions
–
5,223,300
Redemption
of
shares
(8,844,686)
(29,460,550)
Redemption
fees
888
2,383
Increase
in
Net
Assets
from
Capital
Share
Transactions
8,201,989
5,751,231
Increase
in
Net
Assets
16,849,512
32,287,973
NET
ASSETS
Beginning
of
Period
82,925,465
50,637,492
End
of
Period
$
99,774,977
$
82,925,465
SHARE
TRANSACTIONS
Sale
of
shares
508,376
1,334,920
Reinvestment
of
distributions
–
177,724
Redemption
of
shares
(268,835)
(1,161,159)
Increase
in
Shares
239,541
351,485
Lisanti
Small
Cap
Growth
Fund
FINANCIAL
HIGHLIGHTS
11
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
period
.
For
the
Six
Months
Ended
June
30,
2021
For
the
Years
Ended
December
31,
2020
2019
2018
2017
2016
NET
ASSET
VALUE,
Beginning
of
Period
$
30.96
$
21.76
$
17.71
$
18.81
$
18.74
$
17.75
INVESTMENT
OPERATIONS
Net
investment
loss
(a)
(0.20)
(0.28)
(0.25)
(0.21)
(0.33)
(0.25)
Net
realized
and
unrealized
gain
(loss)
3.43
11.66
4.78
(0.12)
5.43
1.55
Total
from
Investment
Operations
3.23
11.38
4.53
(0.33)
5.10
1.30
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
–
(2.18)
(0.48)
(0.77)
(5.03)
(0.31)
Total
Distributions
to
Shareholders
–
(2.18)
(0.48)
(0.77)
(5.03)
(0.31)
REDEMPTION
FEES(a)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
NET
ASSET
VALUE,
End
of
Period
$
34.19
$
30.96
$
21.76
$
17.71
$
18.81
$
18.74
TOTAL
RETURN
10.43%(c)
52.85%
25.62%
(1.90)%
27.78%
7.32%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
99,775
$
82,925
$
50,637
$
33,801
$
13,919
$
24,022
Ratios
to
Average
Net
Assets:
Net
investment
loss
(1.19)%(d)
(1.17)%
(1.20)%
(1.02)%
(1.61)%
(1.49)%
Net
expenses
1.35%(d)
1.35%
1.35%
1.37%
1.80%
1.80%
Gross
expenses
(e)
1.63%(d)
1.78%
1.98%
2.32%
3.15%
2.48%
PORTFOLIO
TURNOVER
RATE
170%(c)
314%
252%
220%
294%
268%
footertext
(a)
Calculated
based
on
average
shares
outstanding
during
each
period.
(b)
Less
than
$0.01
per
share.
(c)
Not
annualized.
(d)
Annualized.
(e)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
Lisanti
Small
Cap
Growth
Fund
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2021
12
Note
1.
Organization
The
Lisanti
Small
Cap
Growth
Fund
(the
“Fund”)
is
a
diversified
portfolio
of
Forum
Funds
(the
“Trust”).
The
Trust
is
a
Delaware
statutory
trust
that
is
registered
as
an
open-end,
management
investment
company
under
the
Investment
Company
Act
of
1940,
as
amended
(the
“Act”).
Under
its
Trust
Instrument,
the
Trust
is
authorized
to
issue
an
unlimited
number
of
the
Fund’s
shares
of
beneficial
interest
without
par
value.
The
Fund
commenced
operations
on
February
27,
2004.
The
Fund
seeks
maximum
capital
appreciation.
Note
2.
Summary
of
Significant
Accounting
Policies
The
Fund
is
an
investment
company
and
follows
accounting
and
reporting
guidance
under
Financial
Accounting
Standards
Board
(“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
period.
Actual
amounts
could
differ
from
those
estimates.
The
following
summarizes
the
significant
accounting
policies
of
the
Fund:
Security
Valuation
–
Securities
are
valued
at
market
prices
using
the
last
quoted
trade
or
official
closing
price
from
the
principal
exchange
where
the
security
is
traded,
as
provided
by
independent
pricing
services
on
each
Fund
business
day.
In
the
absence
of
a
last
trade,
securities
are
valued
at
the
mean
of
the
last
bid
and
ask
price
provided
by
the
pricing
service.
Shares
of
non-exchange
traded
open-end
mutual
funds
are
valued
at
net
asset
value
(“NAV”).
Short-term
investments
that
mature
in
sixty
days
or
less
may
be
valued
at
amortized
cost.
The
Fund
values
its
investments
at
fair
value
pursuant
to
procedures
adopted
by
the
Trust’s
Board
of
Trustees
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.
Lisanti
Small
Cap
Growth
Fund
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2021
13
Fair
valuation
is
based
on
subjective
factors
and,
as
a
result,
the
fair
value
price
of
an
investment
may
differ
from
the
security’s
market
price
and
may
not
be
the
price
at
which
the
asset
may
be
sold.
Fair
valuation
could
result
in
a
different
NAV
than
a
NAV
determined
by
using
market
quotes.
GAAP
has
a
three-tier
fair
value
hierarchy.
The
basis
of
the
tiers
is
dependent
upon
the
various
“inputs”
used
to
determine
the
value
of
the
Fund’s
investments.
These
inputs
are
summarized
in
the
three
broad
levels
listed
below:
Level
1
-
Quoted
prices
in
active
markets
for
identical
assets
and
liabilities.
Level
2
-
Prices
determined
using
significant
other
observable
inputs
(including
quoted
prices
for
similar
securities,
interest
rates,
prepayment
speeds,
credit
risk,
etc.).
Short-term
securities
with
maturities
of
sixty
days
or
less
are
valued
at
amortized
cost,
which
approximates
market
value,
and
are
categorized
as
Level
2
in
the
hierarchy.
Municipal
securities,
long-term
U.S.
government
obligations
and
corporate
debt
securities
are
valued
in
accordance
with
the
evaluated
price
supplied
by
a
pricing
service
and
generally
categorized
as
Level
2
in
the
hierarchy.
Other
securities
that
are
categorized
as
Level
2
in
the
hierarchy
include,
but
are
not
limited
to,
warrants
that
do
not
trade
on
an
exchange,
securities
valued
at
the
mean
between
the
last
reported
bid
and
ask
quotation
and
international
equity
securities
valued
by
an
independent
third
party
with
adjustments
for
changes
in
value
between
the
time
of
the
securities’
respective
local
market
closes
and
the
close
of
the
U.S.
market.
Level
3
-
Significant
unobservable
inputs
(including
the
Fund’s
own
assumptions
in
determining
the
fair
value
of
investments).
The
aggregate
value
by
input
level,
as
of
June
30,
2021,
for
the
Fund’s
investments
is
included
in
the
Fund’s
Schedule
of
Investments.
Security
Transactions,
Investment
Income
and
Realized
Gain
and
Loss
–
Investment
transactions
are
accounted
for
on
the
trade
date.
Dividend
income
is
recorded
on
the
ex-dividend
date.
Foreign
dividend
income
is
recorded
on
the
ex-dividend
date
or
as
soon
as
possible
after
determining
the
existence
of
a
dividend
declaration
after
exercising
reasonable
due
diligence.
Income
and
capital
gains
on
some
foreign
securities
may
be
subject
to
foreign
withholding
taxes,
which
are
accrued
as
applicable.
Interest
income
is
recorded
on
an
accrual
basis.
Premium
is
amortized
to
the
next
call
date
above
par
and
discount
is
accreted
to
maturity
using
the
effective
interest
method.
Identified
cost
of
investments
sold
is
used
to
determine
the
gain
and
loss
for
both
financial
statement
and
federal
income
tax
purposes.
Distributions
to
Shareholders
–
Distributions
to
shareholders
of
net
investment
income,
if
any,
are
declared
and
paid
quarterly.
Distributions
to
shareholders
of
net
capital
gains
and
foreign
currency
gains,
if
any,
are
declared
and
paid
at
least
annually.
Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
Distributions
are
based
on
amounts
calculated
in
accordance
with
applicable
federal
income
tax
regulations,
which
may
differ
from
GAAP.
These
differences
are
due
primarily
to
differing
treatments
of
income
and
gain
Lisanti
Small
Cap
Growth
Fund
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2021
14
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.
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.
Redemption
Fees
–
A
shareholder
who
redeems
or
exchanges
shares
within
30
days
of
purchase
will
incur
a
redemption
fee
of
1.00%
of
the
current
NAV
of
shares
redeemed
or
exchanged,
subject
to
certain
limitations.
The
fee
is
charged
for
the
benefit
of
the
remaining
shareholders
and
will
be
paid
to
the
Fund
to
help
offset
transaction
costs.
The
fee
is
accounted
for
as
an
addition
to
paid-in
capital.
The
Fund
reserves
the
right
to
modify
the
terms
of
or
terminate
the
fee
at
any
time.
There
are
limited
exceptions
to
the
imposition
of
the
redemption
fee.
Redemption
fees
incurred
for
the
Fund,
if
any,
are
reflected
on
the
Statements
of
Changes
in
Net
Assets.
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
$4,363,859
at
MUFG
Union
Bank,
N.A.
that
exceeded
the
FDIC
insurance
limit.
Lisanti
Small
Cap
Growth
Fund
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2021
15
Note
4.
Fees
and
Expenses
Investment
Adviser
–
Lisanti
Capital
Growth,
LLC
(the
“Adviser”)
is
the
investment
adviser
to
the
Fund.
Pursuant
to
an
investment
advisory
agreement,
the
Adviser
receives
an
advisory
fee,
payable
monthly,
from
the
Fund
at
an
annual
rate
of
0.95%
of
the
Fund’s
average
daily
net
assets.
Shareholder
Service
Plan
–
The
Trust
has
adopted
a
shareholder
service
plan
for
the
Fund
under
which
the
Fund
may
reimburse
the
Fund’s
administrator
for
amounts
paid
by
the
administrator
for
providing
shareholder
service
activities
that
are
not
otherwise
provided
by
the
transfer
agent.
The
Fund’s
administrator
may
make
such
payments
to
various
financial
institutions,
including
Adviser,
that
provide
shareholder
servicing
to
their
customers
invested
in
the
Fund
in
amounts
of
up
to
0.25%
annually
of
the
average
daily
net
assets
of
the
Fund.
Distribution
–
Foreside
Fund
Services,
LLC
serves
as
the
Fund’s
distributor
(the
“Distributor”).
The
Fund
does
not
have
a
distribution
(12b-1)
plan;
accordingly,
the
Distributor
does
not
receive
compensation
from
the
Fund
for
its
distribution
services.
The
Adviser
compensates
the
Distributor
directly
for
its
services.
The
Distributor
is
not
affiliated
with
the
Adviser
or
Atlantic
Fund
Administration,
LLC,
a
wholly
owned
subsidiary
of
Apex
US
Holdings,
LLC
(d/b/a
Apex
Fund
Services)
(“Apex”)
or
their
affiliates.
Other
Service
Providers
–
Apex
provides
fund
accounting,
fund
administration,
compliance
and
transfer
agency
services
to
the
Fund.
The
fees
related
to
these
services
are
included
in
Fund
services
fees
within
the
Statement
of
Operations.
Apex
also
provides
certain
shareholder
report
production
and
EDGAR
conversion
and
filing
services.
Pursuant
to
an
Apex
Services
Agreement,
the
Fund
pays
Apex
customary
fees
for
its
services.
Apex
provides
a
Principal
Executive
Officer,
a
Principal
Financial
Officer,
a
Chief
Compliance
Officer
and
an
Anti-Money
Laundering
Officer
to
the
Fund,
as
well
as
certain
additional
compliance
support
functions.
Trustees
and
Officers
–
Each
Independent
Trustee’s
annual
retainer
is
$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.
Fees
Waived
The
Adviser
has
contractually
agreed
to
waive
its
fee
and/or
reimburse
expenses
to
limit
total
annual
fund
operating
expenses
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
proxy
expenses,
and
extraordinary
expenses)
to
1.35%
through
April
30,
2022.
Other
Fund
service
providers
have
voluntarily
agreed
to
waive
a
portion
of
their
fees.
The
contractual
waivers
may
only
be
raised
or
eliminated
with
the
consent
of
the
Board
and
voluntary
fee
waivers
may
be
reduced
or
eliminated
at
any
time.
For
the
period
ended
June
30,
2021
,
fees
waived
were
as
follows:
Lisanti
Small
Cap
Growth
Fund
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2021
16
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.
As
of
June
30,
2021,
$469,332
is
subject
to
recapture
by
the
Adviser.
Note
6.
Security
Transactions
The
cost
of
purchases
and
proceeds
from
sales
of
investment
securities
(including
maturities),
other
than
short-term
investments
during
the
period
ended
June
30,
2021,
totaled
$157,560,578
and
$151,199,559,
respectively.
Note
7.
Federal
Income
Tax
As
of
June
30,
2021,
the
cost
of
investments
for
federal
income
tax
purposes
is
substantially
the
same
as
for
financial
statements
purposes
and
the
components
of
net
unrealized
appreciation
consists
of:
As
of
December
31,
2020,
distributable
earnings
on
a
tax
basis
were
as
follows:
The
difference
between
components
of
distributable
earnings
on
a
tax
basis
and
the
amounts
reflected
in
the
Statement
of
Assets
and
Liabilities
are
primarily
due
to
wash
sales.
Investment
Adviser
Fees
Waived
Other
Waivers
Total
Fees
Waived
and
Expenses
Reimbursed
$
79,862
$
47,699
$
127,561
Gross
Unrealized
Appreciation
$
16,305,054
Gross
Unrealized
Depreciation
(1,289,921)
Net
Unrealized
Appreciation
$
15,015,133
Undistributed
Ordinary
Income
$
9,633,754
Undistributed
Long-Term
Gain
1,048,672
Net
Unrealized
Appreciation
21,041,574
Total
$
31,724,000
Lisanti
Small
Cap
Growth
Fund
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2021
17
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.
Lisanti
Small
Cap
Growth
Fund
ADDITIONAL
INFORMATION
June
30,
2021
18
Proxy
Voting
Information
A
description
of
the
policies
and
procedures
that
the
Fund
uses
to
determine
how
to
vote
proxies
relating
to
securities
held
in
the
Fund’s
portfolio
is
available,
without
charge
and
upon
request,
by
calling
(800)
441-7031
and
on
the
U.S.
Securities
and
Exchange
Commission's
(the
"SEC")
website
at
www.sec.gov.
The
Fund’s
proxy
voting
record
for
the
most
recent
twelve-month
period
ended
June
30
is
available,
without
charge
and
upon
request,
by
calling
(800)
441-7031
and
on
the
SEC’s
website
at
www.sec.gov.
Availability
of
Quarterly
Portfolio
Schedules
The
Fund
files
its
complete
schedule
of
portfolio
holdings
with
the
SEC
for
the
first
and
third
quarters
of
each
fiscal
year
on
Form
N-PORT.
Forms
N-PORT
are
available
free
of
charge
on
the
SEC’s
website
at
www.sec.gov.
Shareholder
Expense
Example
As
a
shareholder
of
the
Fund,
you
incur
two
types
of
costs:
(1)
transaction
costs,
including
redemption
fees
and
exchange
fees,
and
(2)
ongoing
costs,
including
management
fees
and
other
Fund
expenses.
This
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
of
the
table
below
provides
information
about
hypothetical
account
values
and
hypothetical
expenses
based
on
the
Fund’s
actual
expense
ratio
and
an
assumed
rate
of
return
of
5%
per
year
before
expenses,
which
is
not
the
Fund’s
actual
return.
The
hypothetical
account
values
and
expenses
may
not
be
used
to
estimate
the
actual
ending
account
balance
or
expenses
you
paid
for
the
period.
You
may
use
this
information
to
compare
the
ongoing
costs
of
investing
in
the
Fund
and
other
funds.
To
do
so,
compare
this
5%
hypothetical
example
with
the
5%
hypothetical
examples
that
appear
in
the
shareholder
reports
of
other
funds.
Please
note
that
the
expenses
shown
in
the
table
are
meant
to
highlight
your
ongoing
costs
only
and
do
not
reflect
any
transactional
costs,
such
as
redemption
fees
and
exchange
fees.
Therefore,
the
second
line
of
the
table
is
useful
in
comparing
ongoing
costs
only
and
will
not
help
you
determine
the
relative
total
costs
Lisanti
Small
Cap
Growth
Fund
ADDITIONAL
INFORMATION
June
30,
2021
19
of
owning
different
funds.
In
addition,
if
these
transactional
costs
had
been
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*
Actual
$
1,000.00
$
1,104.34
$
7.04
1.35%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,018.10
$
6.76
1.35%
*
Expenses
are
equal
to
the
Fund’s
annualized
expense
ratio
multiplied
by
the
average
account
value
over
the
period,
multiplied
by
the
number
of
days
in
the
most
recent
fiscal
half-year
(181)
divided
by
365
to
reflect
the
half-year
period.
Lisanti
Small
Cap
Growth
Fund
P.O.
Box
588
Portland,
ME
04112
(800)
441-7031
www.lisantismallcap.com
Investment
Adviser
Lisanti
Capital
Growth,
LLC
475
Park
Avenue
South,
9th
Floor
New
York,
NY
10016
Distributor
Foreside
Fund
Services,
LLC
Three
Canal
Plaza
Suite
100
Portland,
ME
04101
www.foreside.com
This
report
is
submitted
for
the
general
information
of
the
shareholders
of
the
Fund.
It
is
not
authorized
for
distribution
to
prospective
investors
unless
preceded
or
accompanied
by
an
effective
prospectus,
which
includes
information
regarding
the
Fund’s
risks,
objectives,
fees
and
expenses,
experience
of
its
management
and
other
information.
228
-
SAR
-
0621
BEEHX
Semi-Annual
Report
June
30,
2021
(Unaudited)
Table
of
Contents
The
views
expressed
in
this
report
are
those
of
the
investment
advisor
of
The
BeeHive
Fund
(the
“Fund”)
as
of
June
30,
2021,
and
may
not
reflect
its
views
on
the
date
this
report
is
first
published
or
any
time
thereafter.
These
views
are
intended
to
assist
shareholders
of
the
Fund
in
understanding
their
investments
in
the
Fund
and
do
not
constitute
investment
advice.
The
Fund
is
subject
to
various
forms
of
risk,
including
the
possible
loss
of
principal.
Investing
in
foreign
securities
entails
risks
not
associated
with
domestic
equities,
including
economic
and
political
instability
and
currency
fluctuations.
Investing
in
fixed
income
securities
includes
the
risk
that
rising
interest
rates
will
cause
a
decline
in
values.
Focused
investments
in
particular
industries
or
market
sectors
can
entail
increased
volatility
and
greater
market
risk
than
is
the
case
with
more
broadly
diversified
investments.
Investments
in
securities
of
small
and
mid-capitalization
companies
involve
the
possibility
of
greater
volatility
than
investments
in
larger
capitalization
companies.
Investments
in
American
Depositary
Receipts
involve
many
of
the
same
risks
as
investing
in
foreign
securities.
A
Message
to
Our
Shareholders
1
Schedule
of
Investments
4
Statement
of
Assets
and
Liabilities
5
Statement
of
Operations
6
Statements
of
Changes
in
Net
Assets
7
Financial
Highlights
8
Notes
to
Financial
Statements
9
Additional
Information
12
The
BeeHive
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
June
30,
2021
1
Dear
Shareholders,
Inflation
is
a
hot
topic.
Throughout
the
second
quarter,
it
was
the
subject
of
great
scrutiny.
A
new
buzzword
was
ushered
into
the
vocabulary
of
investors
and
observers:
transitory.
Significant
increases
in
consumer
prices
were
widely
predicted
for
the
spring
months.
In
both
April
and
May
of
this
year,
the
Consumer
Price
Index
(CPI)
rose
at
the
highest
annual
rate
since
2008.
June
data
was
nearly
double
consensus
predictions.
A
spirited
debate
ensued.
Would
rising
cost
of
living
become
the
new
normal,
or
would
current
readings
prove
to
be
only
a
transitory
effect
of
the
post-pandemic
economic
restart?
The
importance
of
the
outcome
should
not
be
underestimated.
Anyone
old
enough
to
remember
the
1970s
knows
the
corrosive
effect
that
rapidly
rising
consumer
and
producer
prices
can
have
on
both
the
real
economy
and
financial
markets.
Ever
since
the
early
1980s,
when
Paul
Volcker
broke
the
back
of
inflation,
the
Federal
Reserve
has
been
counted
on
to
adjust
monetary
policy
to
temper
overheating
conditions.
In
the
first
quarter
of
this
year,
interest
rates
rose
as
investors
worried
that
the
Fed
would
move
too
slowly
to
tame
building
inflation.
Then
things
changed.
In
the
second
quarter,
while
observers
debated
the
potential
duration
of
post-Covid
inflation,
markets
had
already
begun
to
signal
a
winner.
Bond
investors
cast
their
votes
for
“transitory.”
The
yield
on
the
10-year
U.S.
Treasury
note
dropped
from
1.75%
on
March
31,
2021
to
1.45%
by
June
30,
2021
and
is
1.34%
as
of
this
writing.
The
bond
market
has
begun
to
reflect
the
concern
that
the
Fed
may
start
to
remove
accommodations
too
soon
while
the
economy
continues
to
require
the
current
level
of
monetary
stimulus.
There
are
several
possible
explanations
for
this.
The
first,
of
course,
is
that
current
inflationary
pressures
will
subside
in
the
near
term
as
economic
growth
moderates
and
various
shortages
are
addressed.
One
can
point
to
the
recent
sharp
decline
in
the
price
of
lumber
and
reduction
of
shipping
delays
i
at
major
ports
as
indicators
that
supply
chains
are
beginning
to
untangle.
The
housing
market
has
cooled
off
noticeably.
Labor
shortages
remain
a
question
mark,
but
many
believe
that
more
of
the
workers
that
were
laid
off
during
the
pandemic
will
choose
to
rejoin
the
labor
force
after
the
summer
as
extra
unemployment
benefits
lapse
and
children
return
to
school.
Good
old-fashioned
Washington
gridlock
may
also
factor
into
investor
calculations.
While
there
is
still
the
probability
of
more
fiscal
stimulus,
the
size
of
a
potential
spending
bill
is
likely
to
be
much
smaller
than
once
anticipated.
Some
investors
are
becoming
concerned
about
the
impact
of
the
Delta
variant.
A
resurgence
of
Covid
infections
could
lead
to
the
reinstatement
of
restrictions,
delaying
or
moderating
the
economic
rebound.
The
BeeHive
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
June
30,
2021
2
Looking
at
the
stock
market,
its
behavior
in
the
spring
quarter
could
almost
entirely
be
explained
by
a
single
factor:
falling
interest
rates.
Investors
returned
to
the
path
that
worked
so
well
before
the
economic
rebound.
Large
company
stocks
outperformed
small,
and
so-called
“growth”
stocks
outpaced
more
cyclical
“value”
stocks.
It
appears
that
many
investors
are
following
an
overly
simplistic
calculus.
The
formula
seems
to
be
buy
“growth”
index
funds
when
interest
rates
are
falling,
then
switch
to
“value”
index
funds
when
rates
rise
and
back
to
“growth”
if
rates
fall
again.
In
our
experience,
reallocating
assets
in
this
manner
rarely
succeeds
for
long.
To
start,
one
might
reasonably
ask
what
the
difference
between
a
“growth”
and
“value”
stock
is.
A
simple
answer
would
be
that
“value”
stocks
are
cheap
by
some
observable
measurement.
For
instance,
stock
price
to
current
earnings
or
total
enterprise
value
(which
includes
debt)
to
cash
flow.
“Growth”
stocks
are
generally
more
expensive
by
these
measures
but
are
thought
to
have
the
potential
to
increase
sales
and
earnings
per
share
at
a
faster
than
average
rate.
But
constructing
benchmarks
to
track
market
performance
is
rarely
accomplished
using
simple
rules.
Though
less
influential
than
the
S&P
500,
the
Russell
1000
is
meant
to
track
the
performance
of
large
capitalization
companies
traded
on
U.S.
exchanges.
However,
when
it
comes
to
defining
and
measuring
growth
and
value
investing,
Russell
indices
are
the
industry
standard.
There
are
currently
1024
different
stocks
in
the
Russell
1000,
from
which
the
Russell
1000
Growth
and
Russell
1000
Value
benchmarks
are
created.
Here
is
where
things
get
confusing:
In
order
to
“provide
comprehensive
and
unbiased
barometers
for
the
large-cap
growth
and
large-cap
value
segments,”
vii
all
1024
stocks
need
to
be
shoe
horned
into
a
category.
We
get
that.
But
we
cannot
follow
the
logic
that
more
than
30%
of
the
companies
somehow
fall
into
BOTH.
What
we
think
is
most
relevant
is
that
there
are
plenty
of
companies
in
the
Russell
1000
that
are
neither
cheap
nor
capable
of
growing
at
an
above
average
rate.
Having
publicly
traded
stock
does
not
make
a
company
investment-worthy.
Segmenting
all
constituents,
good
and
bad,
into
clumsily
defined
categories
does
nothing
to
address
this
flaw.
This
is
just
one
of
many
reasons
we
eschew
both
index
investing
and
short-term
(or
“tactical”)
asset
allocation.
When
it
comes
to
the
inflation
debate,
we
are
not
in
the
business
of
placing
chips
on
“higher”
or
“lower,”
“transitory”
or
“persistent,”
“growth”
or
“value.”
We
prefer
to
focus
on
its
impact
on
specific
business
segments
to
identify
those
companies
that
are
best
equipped
to
benefit
from
changing
conditions.
Changes
made
in
The
BeeHive
Fund’s
portfolio
in
the
first
half
of
the
year
were
made
with
a
preference
towards
business
models
that
fare
well
in
a
period
of
higher
inflation.
For
instance,
the
Fund
acquired
payments
12/31/2019-
11/6/2020
11/6/2020-
3/31/2021
3/31/2021-
6/30/2021
2020
Pre-Vaccine
Since
Vaccine
Second
Quarter
Interest
Rates
Falling
Rising
Falling
S&P
500
8.63
13.21
8.17
S&P
500
Equal
Weight
(1.37)
24.33
6.48
Growth
Stocks
ii
30.30
6.02
11.72
Value
Stocks
iii
(9.99)
23.13
4.71
Russell
2000
(1.46)
35.06
4.05
Long
Term
Treasury
Bonds
iv
19.17
(14.61)
7.02
Investment
Grade
Corporate
Bonds
v
8.87
(3.71)
3.92
High
Yield
Corporate
Bonds
vi
0.97
3.84
2.01
Makeup
of
Russell
Growth
and
Value
Indices
Benchmark
Number
of
Stocks
Russell
1000
Growth
499
Russell
1000
Value
842
Number
of
Stocks
in
Both
317
The
BeeHive
Fund
A
MESSAGE
TO
OUR
SHAREHOLDERS
June
30,
2021
3
processor,
Fidelity
National,
a
company
that,
alongside
existing
portfolio
holding
Fiserv,
will
benefit
directly
from
higher
spending
while
insurance
broker,
Aon,
will
see
profit
revenues
rise
along
with
insurance
premiums.
In
the
longer
term,
we
know
that
the
global
labor
force
is
shrinking.
Whether
near-term
wage
growth
is
somewhat
faster
or
marginally
slower
than
currently
predicted,
companies
will
invest
in
software
and
other
technologies
to
automate
tasks
and
increase
efficiency.
Beneficiaries
of
this
trend
will
be
found
among
sellers
and
buyers
of
these
tools.
We
invest
in
both.
We
are
always
on
the
lookout
for
exciting
new
companies,
but
need
look
no
further
than
Fund
holding,
Microsoft,
a
leader
in
cloud
computing,
cyber
security,
gaming,
and
virtual
communication
tools,
not
to
mention
word
processing,
for
a
reminder
that
“old”
companies
can
also
be
leaders
and
great
investments.
Whether
due
to
snarled
supply
chains
or
weather
events,
if
commodity
prices
and
other
input
costs
rise,
some
companies
will
be
in
a
far
better
position
than
others
to
pass
along
higher
prices
to
customers.
We
look
for
dominant
players
in
businesses
with
few
or
weak
competitors
and
high
barriers
to
entry.
If
interest
rates
do
rise
more
than
currently
expected,
countless
businesses
could
be
stuck
with
sharply
higher
financing
costs.
The
weakest
may
find
themselves
unable
to
raise
capital
at
any
price.
We
favor
companies
with
more
than
enough
free
cash
flow
to
finance
their
own
growth.
In
the
coming
months,
we
believe
that
much
attention
will
be
given
to
economic
data
releases.
There
will
be
much
speculation
about
the
reactions
of
central
bankers,
principally
Jay
Powell,
chair
of
the
U.S.
Fed.
Commentators
will
likely
lean
on
the
most
common
of
forecasting
tools:
extrapolation.
Traders
will
trade
and
markets
will
move
in
unpredictable
ways.
It
is
our
belief
that
all
of
this
noise
will
produce
at
least
one
predictable
result:
fluctuating
sentiment
will
lead
to
specific
mispriced
securities
and
attractive
investment
opportunities.
During
the
period,
the
following
stocks
were
the
key
contributors
and
detractors
of
fund
performance.
Regards,
Spears
Abacus
(i)
Logistics
and
supply
chain
company
Project44
reported
that
shipping
containers
are
sitting
at
port,
on
average,
for
13
days,
well
below
the
peak
of
26
days,
but
still
above
the
6-day
average
pre-pandemic.
(ii)
Russell
1000
Growth
Index
(iii)
Russell
1000
Value
Index
(iv)
iShares
20+
Year
Treasury
Bond
ETF
(v)
iShares
iBoxx
$
Investment
Grade
Corporate
Bond
ETF
(vi)
iShares
iBoxx
$
High
Yield
Corporate
Bond
ETF
(vii)
FTSE
Russell
Fact
Sheet
Top
Contributors
Contribution
(%)
Bottom
Contributors
Contribution
(%)
ALPHABET
INC
2.57
BALL
CORP
-0.28
MICROSOFT
1.91
FISERV
INC
-0.16
GENERAL
MOTORS
1.33
PROSUS
N
V
-0.15
ORACLE
CORP
1.09
CDK
GLOBAL
INC
-0.09
JP
MORGAN
CHASE
&
CO
0.66
ALIBABA
GROUP
HLDG
-0.06
The
BeeHive
Fund
SCHEDULE
OF
INVESTMENTS
June
30,
2021
4
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.
The
Level
1
value
displayed
in
this
table
is
Common
Stock.
The
Level
2
value
displayed
in
this
table
is
a
Money
Market
Fund.
Refer
to
this
Schedule
of
Investments
for
a
further
breakout
of
each
security
by
industry.
Shares
Security
Description
Value
Common
Stock
-
96.6%
Consumer
Discretionary
-
18.1%
14,550
Alibaba
Group
Holding,
Ltd.,
ADR
(a)
$
3,299,649
35,760
Aptiv
PLC
(a)
5,626,121
98,520
Comcast
Corp.,
Class A
5,617,610
109,550
General
Motors
Co.
(a)
6,482,073
108,720
Prosus
NV,
ADR
(a)
2,130,912
56,513
Restaurant
Brands
International,
Inc.
3,641,698
13,930
Whirlpool
Corp.
3,037,019
29,835,082
Consumer
Staples
-
8.9%
63,600
Molson
Coors
Beverage
Co.,
Class B
(a)
3,414,684
81,940
Mondelez
International,
Inc.,
Class A
5,116,334
49,750
Nestle
SA,
ADR
6,205,815
14,736,833
Financials
-
13.8%
15,320
Aon
PLC,
Class A
3,657,803
11,720
Berkshire
Hathaway,
Inc.,
Class B
(a)
3,257,223
36,970
Chubb,
Ltd.
5,876,012
42,950
Intercontinental
Exchange,
Inc.
5,098,165
31,610
JPMorgan
Chase
&
Co.
4,916,619
22,805,822
Health
Care
-
10.8%
15,555
Becton
Dickinson
and
Co.
3,782,821
17,055
Gilead
Sciences,
Inc.
1,174,407
77,467
Tabula
Rasa
HealthCare,
Inc.
(a)
3,873,350
17,720
Thermo
Fisher
Scientific,
Inc.
8,939,208
17,769,786
Industrials
-
5.9%
61,030
Berry
Global
Group,
Inc.
(a)
3,980,377
106,770
BrightView
Holdings,
Inc.
(a)
1,721,132
15,000
Danaher
Corp.
4,025,400
9,726,909
Materials
-
5.5%
32,370
Ball
Corp.
2,622,617
63,950
Crown
Holdings,
Inc.
6,536,330
9,158,947
Real
Estate
-
2.1%
28,530
Prologis,
Inc.
REIT
3,410,191
Software
&
Services
-
27.4%
3,082
Alphabet,
Inc.,
Class A
(a)
7,525,597
2,251
Alphabet,
Inc.,
Class C
(a)
5,641,726
87,110
CDK
Global,
Inc.
4,328,496
23,240
Fidelity
National
Information
Services,
Inc.
3,292,411
39,990
Fiserv,
Inc.
(a)
4,274,531
57,755
Microsoft
Corp.
15,645,830
59,860
Oracle
Corp.
4,659,502
45,368,093
Technology
Hardware
&
Equipment
-
4.1%
49,765
Apple,
Inc.
6,815,814
Total
Common
Stock
(Cost
$71,189,556)
159,627,477
Shares
Security
Description
Value
Money
Market
Fund
-
3.2%
5,339,406
Goldman
Sachs
Financial
Square
Treasury
Instruments
Fund,
Institutional
Shares,
0.01%
(b)
(Cost
$5,339,406)
5,339,406
Investments,
at
value
-
99.8%
(Cost
$76,528,962)
$
164,966,883
Other
Assets
&
Liabilities,
Net
-
0.2%
355,734
Net
Assets
-
100.0%
$
165,322,617
ADR
American
Depositary
Receipt
PLC
Public
Limited
Company
REIT
Real
Estate
Investment
Trust
(a)
Non-income
producing
security.
(b)
Dividend
yield
changes
daily
to
reflect
current
market
conditions.
Rate
was
the
quoted
yield
as
of
June
30,
2021.
Valuation
Inputs
Investments
in
Securities
Level
1
-
Quoted
Prices
$
159,627,477
Level
2
-
Other
Significant
Observable
Inputs
5,339,406
Level
3
-
Significant
Unobservable
Inputs
–
Total
$
164,966,883
PORTFOLIO
HOLDINGS
%
of
Total
Investments
Consumer
Discretionary
18.1%
Consumer
Staples
8.9%
Financials
13.8%
Health
Care
10.8%
Industrials
5.9%
Materials
5.6%
Real
Estate
2.1%
Software
&
Services
27.5%
Technology
Hardware
&
Equipment
4.1%
Money
Market
Fund
3.2%
100.0%
The
BeeHive
Fund
STATEMENT
OF
ASSETS
AND
LIABILITIES
June
30,
2021
5
See
Notes
to
Financial
Statements.
ASSETS
Investments,
at
value
(Cost
$76,528,962)
$
164,966,883
Receivables:
Fund
shares
sold
405,000
Dividends
88,620
Prepaid
expenses
10,275
Total
Assets
165,470,778
LIABILITIES
Accrued
Liabilities:
Investment
advisor
fees
101,184
Fund
services
fees
21,120
Other
expenses
25,857
Total
Liabilities
148,161
NET
ASSETS
$
165,322,617
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
67,511,632
Distributable
earnings
97,810,985
NET
ASSETS
$
165,322,617
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
7,619,042
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE
$
21.70
The
BeeHive
Fund
STATEMENT
OF
OPERATIONS
SIX
MONTHS
ENDED
JUNE
30,
2021
6
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$36,404)
$
770,960
Total
Investment
Income
770,960
EXPENSES
Investment
advisor
fees
590,000
Fund
services
fees
114,347
Custodian
fees
7,978
Registration
fees
4,451
Professional
fees
24,434
Trustees’
fees
and
expenses
2,286
Other
expenses
22,806
Total
Expenses
766,302
NET
INVESTMENT
INCOME
4,658
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
on
investments
8,269,349
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
9,958,778
NET
REALIZED
AND
UNREALIZED
GAIN
18,228,127
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
18,232,785
The
BeeHive
Fund
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
7
See
Notes
to
Financial
Statements.
For
the
Six
Months
Ended
June
30,
2021
For
the
Year
Ended
December
31,
2020
OPERATIONS
Net
investment
income
$
4,658
$
305,249
Net
realized
gain
8,269,349
3,342,991
Net
change
in
unrealized
appreciation
(depreciation)
9,958,778
16,524,482
Increase
in
Net
Assets
Resulting
from
Operations
18,232,785
20,172,722
DISTRIBUTIONS
TO
SHAREHOLDERS
Total
Distributions
Paid
–
(2,477,905)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares
1,045,976
2,018,346
Reinvestment
of
distributions
–
2,411,269
Redemption
of
shares
(3,643,836)
(6,851,713)
Decrease
in
Net
Assets
from
Capital
Share
Transactions
(2,597,860)
(2,422,098)
Increase
in
Net
Assets
15,634,925
15,272,719
NET
ASSETS
Beginning
of
period
149,687,692
134,414,973
End
of
period
$
165,322,617
$
149,687,692
SHARE
TRANSACTIONS
Sale
of
shares
50,058
117,749
Reinvestment
of
distributions
–
126,913
Redemption
of
shares
(177,958)
(403,672)
Decrease
in
Shares
(127,900)
(159,010)
The
BeeHive
Fund
FINANCIAL
HIGHLIGHTS
8
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
period
.
For
the
Six
Months
Ended
June
30,
2021
For
the
Years
Ended
December
31,
2020
2019
2018
2017
2016
NET
ASSET
VALUE,
Beginning
of
Period
$
19.32
$
17.00
$
13.10
$
15.23
$
14.26
$
13.64
INVESTMENT
OPERATIONS
Net
investment
income
(a)
0.00(b)
0.04
0.24
0.13
0.10
0.13
Net
realized
and
unrealized
gain
(loss)
2.38
2.61
4.50
(1.79)
1.48
0.70
Total
from
Investment
Operations
2.38
2.65
4.74
(1.66)
1.58
0.83
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
–
(0.04)
(0.24)
(0.13)
(0.09)
(0.13)
Net
realized
gain
–
(0.29)
(0.60)
(0.34)
(0.52)
(0.08)
Total
Distributions
to
Shareholders
–
(0.33)
(0.84)
(0.47)
(0.61)
(0.21)
NET
ASSET
VALUE,
End
of
Period
$
21.70
$
19.32
$
17.00
$
13.10
$
15.23
$
14.26
TOTAL
RETURN
12.32%(c)
15.59%
36.28%
(10.98)%
11.07%
6.11%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
165,323
$
149,688
$
134,415
$
105,406
$
130,876
$
117,849
Ratios
to
Average
Net
Assets:
Net
investment
income
0.01%(d)
0.23%
1.49%
0.84%
0.64%
0.99%
Net
expenses
0.97%(d)
0.98%
0.98%
0.99%
0.99%(e)
0.99%
Gross
expenses
0.97%(d)
0.99%(f)
0.98%(f)
0.99%(f)
0.99%
1.00%(f)
PORTFOLIO
TURNOVER
RATE
5%(c)
22%
10%
10%
14%
15%
(a)
Calculated
based
on
average
shares
outstanding
during
each
period.
(b)
Less
than
$0.01
per
share.
(c)
Not
annualized.
(d)
Annualized.
(e)
Ratio
includes
waivers
and
previously
waived
investment
advisory
fees
recovered. The
impact
of
the
recovered
fees
may
cause
a
higher
net
expense
ratio.
(f)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
The
BeeHive
Fund
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2021
9
Note
1.
Organization
The
BeeHive
Fund
(the
“Fund”)
is
a
diversified
portfolio
of
Forum
Funds
(the
“Trust”).
The
Trust
is
a
Delaware
statutory
trust
that
is
registered
as
an
open-end,
management
investment
company
under
the
Investment
Company
Act
of
1940,
as
amended
(the
“Act”).
Under
its
Trust
Instrument,
the
Trust
is
authorized
to
issue
an
unlimited
number
of
the
Fund’s
shares
of
beneficial
interest
without
par
value.
The
Fund
commenced
operations
on
September
2,
2008.
The
Fund
seeks
capital
appreciation.
Note
2.
Summary
of
Significant
Accounting
Policies
The
Fund
is
an
investment
company
and
follows
accounting
and
reporting
guidance
under
Financial
Accounting
Standards
Board
(“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
period.
Actual
amounts
could
differ
from
those
estimates.
The
following
summarizes
the
significant
accounting
policies
of
the
Fund:
Security
Valuation
–
Securities
are
valued
at
market
prices
using
the
last
quoted
trade
or
official
closing
price
from
the
principal
exchange
where
the
security
is
traded,
as
provided
by
independent
pricing
services
on
each
Fund
business
day.
In
the
absence
of
a
last
trade,
securities
are
valued
at
the
mean
of
the
last
bid
and
ask
price
provided
by
the
pricing
service.
Shares
of
non-exchange
traded
open-end
mutual
funds
are
valued
at
net
asset
value
(“NAV”).
Short-term
investments
that
mature
in
sixty
days
or
less
may
be
valued
at
amortized
cost.
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
Advisor,
as
defined
in
Note
3,
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
Advisor
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.
Advisor
inputs
may
include
an
income-based
approach
in
which
the
anticipated
future
cash
flows
of
the
investment
are
discounted
in
determining
fair
value.
Discounts
may
also
be
applied
based
on
the
nature
or
duration
of
any
restrictions
on
the
disposition
of
the
investments.
The
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.
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.
The
BeeHive
Fund
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2021
10
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.
Non-cash
dividend
income
is
recorded
at
the
fair
market
value
of
the
securities
received.
Foreign
dividend
income
is
recorded
on
the
ex-dividend
date
or
as
soon
as
possible
after
determining
the
existence
of
a
dividend
declaration
after
exercising
reasonable
due
diligence.
Income
and
capital
gains
on
some
foreign
securities
may
be
subject
to
foreign
withholding
taxes,
which
are
accrued
as
applicable.
Interest
income
is
recorded
on
an
accrual
basis.
Premium
is
amortized
to
the
next
call
date
above
par
and
discount
is
accreted
to
maturity
using
the
effective
interest
method.
Identified
cost
of
investments
sold
is
used
to
determine
the
gain
and
loss
for
both
financial
statement
and
federal
income
tax
purposes.
Distributions
to
Shareholders
–
The
Fund
declares
any
dividends
from
net
investment
income
and
pays
them
annually.
Any
net
capital
gains
and
net
foreign
currency
gains
realized
by
the
Fund
are
distributed
at
least
annually.
Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
Distributions
are
based
on
amounts
calculated
in
accordance
with
applicable
federal
income
tax
regulations,
which
may
differ
from
GAAP.
These
differences
are
due
primarily
to
differing
treatments
of
income
and
gain
on
various
investment
securities
held
by
the
Fund,
timing
differences
and
differing
characterizations
of
distributions
made
by
the
Fund.
Federal
Taxes
–
The
Fund
intends
to
continue
to
qualify
each
year
as
a
regulated
investment
company
under
Subchapter
M
of
Chapter
1,
Subtitle
A,
of
the
Internal
Revenue
Code
of
1986,
as
amended
(“Code”),
and
to
distribute
all
of
its
taxable
income
to
shareholders.
In
addition,
by
distributing
in
each
calendar
year
substantially
all
of
its
net
investment
income
and
capital
gains,
if
any,
the
Fund
will
not
be
subject
to
a
federal
excise
tax.
Therefore,
no
federal
income
or
excise
tax
provision
is
required.
The
Fund
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.
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.
Fees
and
Expenses
Investment
Advisor
–
Spears
Abacus
Advisors
LLC
(the
“Advisor”)
is
the
investment
advisor
to
the
Fund.
Pursuant
to
an
investment
advisory
agreement,
the
Advisor
receives
an
advisory
fee,
payable
monthly,
from
the
Fund
at
an
annual
rate
of
0.75%
of
the
Fund’s
average
daily
net
assets.
Distribution
–
Foreside
Fund
Services,
LLC
serves
as
the
Fund’s
distributor
(the
“Distributor”).
The
Distributor
is
not
affiliated
with
the
Advisor
or
Atlantic
Fund
Administration,
LLC,
a
wholly
owned
subsidiary
of
Apex
US
Holdings,
LLC
(d/b/a
Apex
Fund
Services)
(“Apex”)
or
their
affiliates.
The
Fund
has
adopted
a
distribution
plan
in
accordance
with
Rule
12b-1
of
the
Act.
The
Fund
may
pay
the
Distributor
and/or
any
other
entity
as
authorized
by
the
Board
a
fee
up
to
0.25%
of
the
Fund’s
average
daily
net
assets.
The
Fund
has
suspended
payments
under
its
Rule
12b-1
plan
until
further
notice
and
has
not
paid
any
distribution
fees
to
date.
The
Fund
may
remove
the
suspension
and
make
payments
under
the
Rule
12b-1
plan
at
any
time,
subject
to
Board
approval.
Other
Service
Providers
–
Apex
provides
fund
accounting,
fund
administration,
compliance
and
transfer
agency
services
to
the
Fund.
The
fees
related
to
these
services
are
included
in
Fund
services
fees
within
the
Statement
of
Operations.
Apex
also
provides
certain
shareholder
report
production
and
EDGAR
conversion
and
filing
services.
Pursuant
to
an
Apex
Services
Agreement,
the
The
BeeHive
Fund
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2021
11
Fund
pays
Apex
customary
fees
for
its
services.
Apex
provides
a
Principal
Executive
Officer,
a
Principal
Financial
Officer,
a
Chief
Compliance
Officer
and
an
Anti-Money
Laundering
Officer
to
the
Fund,
as
well
as
certain
additional
compliance
support
functions.
Trustees
and
Officers
–
Each
Independent
Trustee’s
annual
retainer
is
$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
4.
Expense
Reimbursement
and
Fees
Waived
The
Advisor
has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
total
annual
Fund
operating
expenses
after
fee
waiver
and/or
expense
reimbursement
(excluding
taxes,
interest,
portfolio
transaction
expenses
and
extraordinary
expenses)
to
0.99%
of
the
Fund’s
average
daily
net
assets
through
April
30,
2022
(“the
Expense
Cap”).
For
the
period
ended
June
30,
2021,
there
were
no
fees
waived.
The
Advisor
may
recoup
from
the
Fund
fees
waived
and
expenses
reimbursed
by
the
Advisor
pursuant
to
the
Expense
Cap
if
such
recoupment
is
made
within
three
years
of
the
fee
waiver
or
expense
reimbursement
and
does
not
cause
the
total
annual
Fund
operating
expenses
after
fee
waiver
and/or
expense
reimbursement
of
the
Fund
(after
giving
effect
to
the
recouped
amount)
to
exceed
the
lesser
of
(i)
the
then-current
expense
cap
and
(ii)
the
expense
cap
in
place
at
the
time
the
fees/expenses
were
waived/
reimbursed.
As
of
June
30,
2021
,
$23,227
is
subject
to
recapture
by
the
Advisor.
Note
5.
Security
Transactions
The
cost
of
purchases
and
proceeds
from
sales
of
investment
securities
(including
maturities),
other
than
short-term
investments
during
the
period
ended
June
30,
2021
totaled
$8,191,879
and
$10,797,875,
respectively.
Note
6.
Federal
Income
Tax
As
of
June
30,
2021,
the
cost
of
investments
for
federal
income
tax
purposes
is
substantially
the
same
as
for
financial
statement
purposes and
the
components
of
net
unrealized appreciation were
as
follows:
As
of
December
31,
2020,
distributable
earnings
on
a
tax
basis
were
as
follows:
The
difference
between
components
of
distributable
earnings
on
a
tax
basis
and
the
amounts
reflected
in
the
Statement
of
Assets
and
Liabilities
are
primarily
due
to
wash
sales.
Note
7.
Subsequent
Events
Subsequent
events
occurring
after
the
date
of
this
report
through
the
date
these
financial
statements
were
issued
have
been
evaluated
for
potential
impact.
Effective
July
31,
2021,
following
the
acquisition
of
MUFG
Union
Bank,
N.A.
by
US
Bank,
US
Bank
serves
as
the
Fund's
custodian.
Gross
Unrealized
Appreciation
$
88,454,630
Gross
Unrealized
Depreciation
(16,709)
Net
Unrealized
Appreciation
$
88,437,921
Undistributed
Ordinary
Income
$
24,992
Undistributed
Long-Term
Gain
1,094,044
Net
Unrealized
Appreciation
78,459,164
Total
$
79,578,200
The
BeeHive
Fund
ADDITIONAL
INFORMATION
June
30,
2021
12
Proxy
Voting
Information
A
description
of
the
policies
and
procedures
that
the
Fund
uses
to
determine
how
to
vote
proxies
relating
to
securities
held
in
the
Fund’s
portfolio
is
available,
without
charge
and
upon
request,
by
calling
(866)
684-4915
and
on
the
U.S.
Securities
and
Exchange
Commission’s
(the
“SEC”)
website
at
www.sec.gov.
The
Fund’s
proxy
voting
record
for
the
most
recent
twelve-month
period
ended
June
30
is
available,
without
charge
and
upon
request,
by
calling
(866)
684-4915
and
on
the
SEC’s
website
at
www.sec.gov.
Availability
of
Quarterly
Portfolio
Schedules
The
Fund
files
its
complete
schedule
of
portfolio
holdings
with
the
SEC
for
the
first
and
third
quarters
of
each
fiscal
year
on
Form
N-PORT.
Forms
N-PORT
are
available
free
of
charge
on
the
SEC’s
website
at
www.sec.gov.
Shareholder
Expense
Example
As
a
shareholder
of
the
Fund
,
you
incur
ongoing
costs,
including
management
fees
and
other
Fund
expenses.
This
example
is
intended
to
help
you
understand
your
ongoing
costs
(in
dollars)
of
investing
in
the
Fund
and
to
compare
these
costs
with
the
ongoing
costs
of
investing
in
other
mutual
funds.
The
example
is
based
on
an
investment
of
$1,000
invested
at
the
beginning
of
the
period
and
held
for
the
entire
period
from
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
of
the
table
below
provides
information
about
hypothetical
account
values
and
hypothetical
expenses
based
on
the
Fund’s
actual
expense
ratio
and
an
assumed
rate
of
return
of
5%
per
year
before
expenses,
which
is
not
the
Fund’s
actual
return.
The
hypothetical
account
values
and
expenses
may
not
be
used
to
estimate
the
actual
ending
account
balance
or
expenses
you
paid
for
the
period.
You
may
use
this
information
to
compare
the
ongoing
costs
of
investing
in
the
Fund
and
other
funds.
To
do
so,
compare
this
5%
hypothetical
example
with
the
5%
hypothetical
examples
that
appear
in
the
shareholder
reports
of
other
funds.
Please
note
that
the
expenses
shown
in
the
table
are
meant
to
highlight
your
ongoing
costs
only.
Therefore,
the
second
line
of
the
table
is
useful
in
comparing
ongoing
costs
only
and
will
not
help
you
determine
the
relative
total
costs
of
owning
different
funds.
Beginning
Account
Value
January
1,
2021
Ending
Account
Value
June
30,
2021
Expenses
Paid
During
Period*
Annualized
Expense
Ratio*
Actual
$
1,000.00
$
1,123.19
$
5.11
0.97%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,019.98
$
4.86
0.97%
*
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.
THE
BEEHIVE
FUND
P.O
Box
588
Portland,
Maine
04112
(866)
684-4915
(toll
free)
The
report
is
submitted
for
the
general
information
of
the
shareholders
of
the
Fund.
It
is
not
authorized
for
distribution
to
prospective
investors
unless
preceded
or
accompanied
by
an
effective
prospectus,
which
includes
information
regarding
the
Fund’s
risks,
objectives,
fees
and
expenses,
experience
of
its
management
and
other
information.
Distributor
Foreside
Fund
Services,
LLC
Three
Canal
Plaza
Suite
100
Portland,
Maine
04101
www.foreside.com
237-SAR-0621
ITEM 2. CODE OF ETHICS.
Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable
ITEM 6. INVESTMENTS.
(a) Included as part of report to shareholders under Item 1.
(b) Not applicable.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant does not accept nominees to the board of trustees from shareholders.
ITEM 11. CONTROLS AND PROCEDURES
(a) The Registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (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) Not applicable.
(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 24, 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 24, 2021 |
By: | /s/ Karen Shaw | |
Karen Shaw, Principal Financial Officer | ||
Date: | August 24, 2021 |