As filed with the Securities and Exchange Commission on August 31, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-03023
FORUM FUNDS
Three Canal Plaza, Suite 600
Portland, Maine 04101
Zachary Tackett, Principal Executive Officer
Three Canal Plaza, Suite 600
Portland, Maine 04101
207-347-2000
Date of fiscal year end: June 30
Date of reporting period: July 1, 2022 – June 30, 2023
ITEM 1. REPORT TO STOCKHOLDERS.
AUXIER
FOCUS
FUND
Annual
Report
June
30,
2023
Fund
Adviser:
Auxier
Asset
Management
LLC
15668
NE
Eilers
Road
Aurora,
Oregon
97002
Toll
Free:
(877)
3AUXIER
or
(877)
328-9437
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
June
30,
2023
1
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
June
30,
2023
2
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
June
30,
2023
3
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
June
30,
2023
4
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
June
30,
2023
5
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
June
30,
2023
6
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
June
30,
2023
7
AUXIER
FOCUS
FUND
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
June
30,
2023
8
The
following
chart
reflects
the
change
in
the
value
of
a
hypothetical
$10,000
investment
in
Investor
Shares,
including
reinvested
dividends
and
distributions,
in
the
Auxier
Focus
Fund
(the”Fund”)
compared
with
the
performance
of
the
benchmark,
the
S&P
500
Index
(“S&P
500”),
over
the
past
ten
fiscal
years.
The
S&P
500
is
a
broad-based
measurement
of
the
U.S.
stock
market
based
on
the
performance
of
500
widely
held
large
capitalization
common
stocks.
The
total
return
of
the
Fund's
classes
includes
the
maximum
sales
charge
of
5.75%
(A
Shares
only)
and
operating
expenses
that
reduce
returns,
while
the
total
return
of
the
S&P
500®
does
not
include
the
effect
of
sales
charges
and
expenses.
A
Shares
are
subject
to
a
1.00%
contingent
deferred
sales
charge
on
shares
purchased
without
an
initial
sales
charge
and
redeemed
less
than
one
year
after
purchase.
The
total
return
of
the
index
includes
the
reinvestment
of
dividends
and
income.
The
total
return
of
the
Fund
includes
operating
expenses
that
reduce
returns,
while
the
total
return
of
the
index
does
not
include
expenses.
The
Fund
is
professionally
managed,
while
the
index
is
unmanaged
and
is
not
available
for
investment.
Comparison
of
Change
in
Value
of
a
$10,000
Investment
Investor
Shares
vs.
S&P
500
Index
\
Performance
data
quoted
represents
past
performance
and
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
For
the
most
recent
month-end
performance,
please
call
(877)
328-9437
or
visit
www.auxierasset.com.
As
stated
in
the
Fund’s
prospectus,
the
annual
operating
expense
ratios
(gross)
for
Investor
Shares,
A
Shares
and
Institutional
Shares
are
1.08%,
1.65%
and
1.08%,
respectively.
However,
the
Fund’s
Adviser has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
dividend
expenses
on
short
sales,
and
extraordinary
expenses)
to
0.92%,
1.25%
and
0.80%
of
the
Investor
Shares,
A
Shares
and
Institutional
Shares,
respectively,
through
October
31,
2023
(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,
or
(ii)
the
expense
cap
in
place
at
the
time
the
fees/expenses
were
waived/reimbursed.
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
will
increase
if
exclusions
from
the
Expense
Cap
apply.
Shares
redeemed
or
exchanged
within
180
days
of
purchase
will
be
charged
a
2.00%
redemption
fee.
The
performance
table
and
graph
do
not
reflect
the
deduction
of
taxes
that
a
shareholder
would
pay
on
Fund
distributions
or
the
redemption
of
Fund
shares.
Returns
greater
than
one
year
are
annualized.
Performance
for
Investor
Shares
for
periods
prior
to
December
10,
2004,
reflects
performance
and
expenses
of
Auxier
Focus
Fund,
a
series
of
Unified
Series
Trust
(the
“Predecessor
Fund”).
Prior
to
January
3,
2003,
the
Predecessor
Fund
was
a
series
of
Ameriprime
Funds.
Average
Annual
Total
Returns
Years
Ended
June
30,
2023
One
Year
Five
Years
Ten
Years
Since
Inception
(1)
Investor
Shares
10.14%
8.05%
8.07%
7.48%
S&P
500®
Index
(Since
July
9,
1999)
19.59%
12.31%
12.86%
6.93%
A
Shares
(with
sales
charge)
(2)(3)
3.46%
6.45%
7.20%
7.12%
Institutional
Shares
(3)
10.30%
8.20%
8.26%
7.57%
(1)
Institutional,
A
Shares
and
Investor
Shares
commenced
operations
on
May
9,
2012,
July
8,
2005
and
July
9,
1999,
respectively.
(2)
Due
to
shareholder
redemptions
on
August
21,
2005,
net
assets
of
the
class
were
zero
from
the
close
of
business
on
that
date
until
September
22,
2005.
Financial
information
presented
for
the
period
August
21,
2005
to
September
22,
2005
reflects
performance
of
Investor
Shares
of
the
Fund.
(3)
For
Institutional
Shares
and
A
Shares,
performance
for
the
since
inception
period
is
a
blended
average
annual
return
which
includes
the
return
of
the
Investor
Shares
prior
to
commencement
of
operations
of
the
Institutional
Shares
and
A
Shares.
AUXIER
FOCUS
FUND
SCHEDULE
OF
INVESTMENTS
June
30,
2023
9
See
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Equity
Securities
-
89.0%
Common
Stock
-
89.0%
Communications
-
0.6%
16,900
America
Movil
SAB
de
CV,
ADR
$
365,716
1,719
Cisco
Systems,
Inc.
88,941
7,119
Telefonica
SA,
ADR
28,689
93,168
Warner
Bros
Discovery,
Inc.
(a)
1,168,327
1,651,673
Consumer
Cyclical
-
1.9%
2,076
Alibaba
Group
Holding,
Ltd.,
ADR
(a)
173,035
1,241
Booking
Holdings,
Inc.
(a)
3,351,109
14,025
DR
Horton,
Inc.
1,706,702
5,230,846
Consumer
Discretionary
-
6.7%
116,618
Arcos
Dorados
Holdings,
Inc.,
Class A
1,195,335
34,000
Becle
SAB
de
CV
83,470
44,408
Comcast
Corp.,
Class A
1,845,152
15,850
CVS
Health
Corp.
1,095,710
400
Domino's
Pizza,
Inc.
134,796
16,250
General
Motors
Co.
626,600
13,500
Grand
Canyon
Education,
Inc.
(a)
1,393,335
205,501
Lincoln
Educational
Services
Corp.
(a)
1,385,077
17,975
Lowe's
Cos.,
Inc.
4,056,957
4,756
McDonald's
Corp.
1,419,238
46,302
Sally
Beauty
Holdings,
Inc.
(a)
571,830
3,870
The
Home
Depot,
Inc.
1,202,177
12,850
Walmart,
Inc.
2,019,763
4,550
Yum
China
Holdings,
Inc.
257,075
7,050
Yum!
Brands,
Inc.
976,778
18,263,293
Consumer
Staples
-
16.1%
65,455
Altria
Group,
Inc.
2,965,111
57,955
British
American
Tobacco
PLC,
ADR
1,924,106
13,200
Coca-Cola
HBC
AG,
ADR
391,776
3,135
Diageo
PLC,
ADR
543,860
6,500
Keurig
Dr
Pepper,
Inc.
203,255
50,327
Molson
Coors
Beverage
Co.,
Class B
3,313,530
69,600
Monster
Beverage
Corp.
(a)
3,997,824
40,895
PepsiCo.,
Inc.
7,574,572
85,125
Philip
Morris
International,
Inc.
8,309,902
37,544
The
Coca-Cola
Co.
2,260,900
195,126
The
Kroger
Co.
9,170,922
3,140
The
Procter
&
Gamble
Co.
476,463
54,421
Unilever
PLC,
ADR
2,836,967
43,969,188
Energy
-
3.6%
136,810
BP
PLC,
ADR
4,828,025
7,630
Chevron
Corp.
1,200,580
13,600
ConocoPhillips
1,409,096
100
Occidental
Petroleum
Corp.
5,880
7,800
Phillips
66
743,964
14,415
Valero
Energy
Corp.
1,690,880
9,878,425
Financials
-
19.7%
53,260
Aflac,
Inc.
3,717,548
49,495
American
International
Group,
Inc.
2,847,942
2,480
Ameriprise
Financial,
Inc.
823,757
201,499
Bank
of
America
Corp.
5,781,006
16,545
Berkshire
Hathaway,
Inc.,
Class B
(a)
5,641,845
60,674
Central
Pacific
Financial
Corp.
953,189
25,975
Citigroup,
Inc.
1,195,889
5,616
Colliers
International
Group,
Inc.
551,435
200
Columbia
Banking
System,
Inc.
4,056
5,616
FirstService
Corp.
865,369
Shares
Security
Description
Value
Financials
-
19.7%
(continued)
46,168
Franklin
Resources,
Inc.
$
1,233,147
2,025
Marsh
&
McLennan
Cos.,
Inc.
380,862
32,705
Mastercard,
Inc.,
Class A
12,862,877
1,100
PayPal
Holdings,
Inc.
(a)
73,403
1,700
Ryan
Specialty
Holdings,
Inc.
(a)
76,313
149,625
The
Bank
of
New
York
Mellon
Corp.
6,661,305
11,068
The
Travelers
Cos.,
Inc.
1,922,069
3,200
U.S.
Bancorp
105,728
15,249
Unum
Group
727,377
30,100
Visa,
Inc.,
Class A
7,148,148
7,000
Wells
Fargo
&
Co.
298,760
53,872,025
Health
Care
-
23.5%
29,284
Abbott
Laboratories
3,192,542
3,663
AbbVie,
Inc.
493,516
100
Amgen,
Inc.
22,202
4,950
Becton
Dickinson
&
Co.
1,306,849
9,095
Biogen,
Inc.
(a)
2,590,711
18,226
Elevance
Health,
Inc.
8,097,629
990
Embecta
Corp.
21,384
40,108
Johnson
&
Johnson
6,638,676
80,518
Medtronic
PLC
7,093,636
68,854
Merck
&
Co.,
Inc.
7,945,063
8,370
Organon
&
Co.
174,180
6,282
Pfizer,
Inc.
230,424
14,397
Quest
Diagnostics,
Inc.
2,023,642
13,990
The
Cigna
Group
3,925,594
34,825
UnitedHealth
Group,
Inc.
16,738,288
903
Viatris,
Inc.
9,012
26,750
Zimmer
Biomet
Holdings,
Inc.
3,894,800
64,398,148
Industrials
-
4.4%
30,135
CAE,
Inc.
(a)
674,421
1,240
Caterpillar,
Inc.
305,102
119,491
Corning,
Inc.
4,186,965
3,695
FedEx
Corp.
915,991
700
Ferguson
PLC
110,117
57,482
Gates
Industrial
Corp.
PLC
(a)
774,857
200
General
Dynamics
Corp.
43,030
85,521
Manitex
International,
Inc.
(a)
458,393
26,700
Raytheon
Technologies
Corp.
2,615,532
2,780
The
Boeing
Co.
(a)
587,025
2,924
The
Greenbrier
Cos.,
Inc.
126,024
7,440
United
Parcel
Service,
Inc.,
Class B
1,333,620
12,131,077
Information
Technology
-
8.9%
39,720
Alphabet,
Inc.,
Class A
(a)
4,754,484
18,125
Cognizant
Technology
Solutions
Corp.,
Class A
1,183,200
25,466
Forrester
Research,
Inc.
(a)
740,806
3,155
Meta
Platforms,
Inc.,
Class A
(a)
905,422
49,022
Microsoft
Corp.
16,693,952
100
MSCI,
Inc.
46,929
24,324,793
Materials
-
3.4%
14,225
Celanese
Corp.,
Class A
1,647,255
28,458
Corteva,
Inc.
1,630,644
28,458
Dow,
Inc.
1,515,673
25,464
DuPont
de
Nemours,
Inc.
1,819,148
2,149
International
Flavors
&
Fragrances,
Inc.
171,039
25,505
LyondellBasell
Industries
NV,
Class A
2,342,124
4,980
The
Mosaic
Co.
174,300
9,300,183
AUXIER
FOCUS
FUND
SCHEDULE
OF
INVESTMENTS
June
30,
2023
10
See
Notes
to
Financial
Statements.
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
June
30,
2023.
The
inputs
or
methodology
used
for
valuing
securities
are
not
necessarily
an
indication
of
the
risks
associated
with
investing
in
those
securities.
For
more
information
on
valuation
inputs,
and
their
aggregation
into
the
levels
used
in
the
table
below,
please
refer
to
the
Security
Valuation
section
in
Note
2
of
the
accompanying
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Transportation
-
0.2%
2,610
Union
Pacific
Corp.
$
534,058
Total
Common
Stock
(Cost
$93,159,748)
243,553,709
Total
Equity
Securities
(Cost
$93,159,748)
243,553,709
Principal
Security
Description
Rate
Maturity
Value
Fixed
Income
Securities
-
7.3%
Corporate
Non-Convertible
Bonds
-
0.8%
Energy
-
0.1%
$
400,000
Energy
Transfer
LP
(callable
at
100)
(b)(c)
6.63%
02/15/45
307,528
Financials
-
0.7%
400,000
Bank
of
America
Corp.
(callable
at
100)
(b)(c)
6.25
12/31/24
396,000
400,000
Citigroup,
Inc.
(callable
at
100)
(b)(c)
6.30
11/15/2167
390,500
300,000
JPMorgan
Chase
&
Co.
(callable
at
100)
(b)(c)
6.10
12/31/49
299,497
500,000
JPMorgan
Chase
&
Co.
(callable
at
100)
(b)(c)
7.88
05/01/66
493,750
400,000
Truist
Financial
Corp.
(callable
at
100)
(b)(c)
5.13
12/31/99
307,100
1,886,847
Total
Corporate
Non-Convertible
Bonds
(Cost
$2,352,718)
2,194,375
U.S.
Government
&
Agency
Obligations
-
6.5%
U.S.
Treasury
Securities
-
6.5%
15,035,000
U.S.
Treasury
Bill
(d)
4.99-5.04
07/13/23
15,014,113
2,650,000
U.S.
Treasury
Bill
(d)
4.03-5.16
09/07/23
2,625,077
100,000
U.S.
Treasury
Bill
(d)
5.16
09/14/23
98,954
150,000
U.S.
Treasury
Bill
(d)
5.27
10/12/23
147,820
17,885,964
Total
U.S.
Government
&
Agency
Obligations
(Cost
$17,887,258)
17,885,964
Total
Fixed
Income
Securities
(Cost
$20,239,976)
20,080,339
Shares
Security
Description
Value
Money
Market
Fund
-
3.6%
9,737,260
Fidelity
Investments
Treasury
Only
Portfolio,
4.85%
(e)
(Cost
$9,737,260)
9,737,260
Investments,
at
value
-
99.9%
(Cost
$123,136,984)
$
273,371,308
Other
Assets
&
Liabilities,
Net
-
0.1%
238,798
Net
Assets
-
100.0%
$
273,610,106
ADR
American
Depositary
Receipt
LP
Limited
Partnership
PLC
Public
Limited
Company
(a)
Non-income
producing
security.
(b)
Variable
or
adjustable
rate
security,
the
interest
rate
of
which
adjusts
periodically
based
on
changes
in
current
interest
rates.
Rate
represented
is
as
of
June
30,
2023.
(c)
Perpetual
maturity
security.
(d)
Zero
coupon
bond.
Interest
rate
presented
is
yield
to
maturity.
(e)
Dividend
yield
changes
daily
to
reflect
current
market
conditions.
Rate
was
the
quoted
yield
as
of
June
30,
2023.
Level
1
Level
2
Level
3
Total
Investments
at
Value
Common
Stock
Communications
$
1,651,673
$
–
$
–
$
1,651,673
Consumer
Cyclical
5,230,846
–
–
5,230,846
Consumer
Discretionary
18,263,293
–
–
18,263,293
Consumer
Staples
43,969,188
–
–
43,969,188
Energy
9,878,425
–
–
9,878,425
Financials
53,872,025
–
–
53,872,025
Health
Care
64,398,148
–
–
64,398,148
Industrials
12,131,077
–
–
12,131,077
Information
Technology
24,324,793
–
–
24,324,793
Materials
9,300,183
–
–
9,300,183
Transportation
534,058
–
–
534,058
Corporate
Non-
Convertible
Bonds
–
2,194,375
–
2,194,375
U.S.
Government
&
Agency
Obligations
–
17,885,964
–
17,885,964
Money
Market
Fund
9,737,260
–
–
9,737,260
Investments
at
Value
$
253,290,969
$
20,080,339
$
–
$
273,371,308
PORTFOLIO
HOLDINGS
(Unaudited)
%
of
Total
Investments
Communications
0.6%
Consumer
Cyclical
1.9%
Consumer
Discretionary
6.7%
Consumer
Staples
16.1%
Energy
3.6%
Financials
19.7%
Health
Care
23.6%
Industrials
4.4%
Information
Technology
8.9%
Materials
3.4%
Transportation
0.2%
Corporate
Non-Convertible
Bonds
0.8%
U.S.
Government
&
Agency
Obligations
6.5%
Money
Market
Fund
3.6%
100.0%
AUXIER
FOCUS
FUND
STATEMENT
OF
ASSETS
AND
LIABILITIES
June
30,
2023
11
See
Notes
to
Financial
Statements.
ASSETS
Investments,
at
value
(Cost
$123,136,984)
$
273,371,308
Receivables:
Fund
shares
sold
59,341
Dividends
and
interest
412,469
Prepaid
expenses
28,428
Total
Assets
273,871,546
LIABILITIES
Payables:
Fund
shares
redeemed
47,660
Accrued
Liabilities:
Investment
Adviser
fees
124,401
Fund
services
fees
26,522
Other
expenses
62,857
Total
Liabilities
261,440
NET
ASSETS
$
273,610,106
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
117,421,643
Distributable
Earnings
156,188,463
NET
ASSETS
$
273,610,106
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
Investor
Shares
5,479,553
A
Shares
48,715
Institutional
Shares
4,548,837
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE*
Investor
Shares
(based
on
net
assets
of
$146,783,448)
$
26.79
A
Shares
(based
on
net
assets
of
$1,339,857)
$
27.50
A
Shares
Maximum
Public
Offering
Price
Per
Share
(net
asset
value
per
share/(100%-5.75%))
$
29.18
Institutional
Shares
(based
on
net
assets
of
$125,486,801)
$
27.59
AUXIER
FOCUS
FUND
STATEMENT
OF
OPERATIONS
FOR
THE
YEAR
ENDED
JUNE
30,
2023
12
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$7,248)
$
5,237,748
Interest
income
981,515
Total
Investment
Income
6,219,263
EXPENSES
Investment
Adviser
fees
2,113,785
Fund
services
fees
338,668
Transfer
agent
fees:
Investor
Shares
54,809
A
Shares
983
Institutional
Shares
11,839
Distribution
fees:
A
Shares
3,937
Custodian
fees
26,871
Registration
fees:
Investor
Shares
19,421
A
Shares
4,733
Institutional
Shares
15,616
Professional
fees
52,745
Trustees'
fees
and
expenses
10,440
Other
expenses
239,940
Total
Expenses
2,893,787
Fees
waived
(604,661)
Net
Expenses
2,289,126
NET
INVESTMENT
INCOME
3,930,137
NET
REALIZED
AND
UNREALIZED
GAIN
Net
realized
gain
on:
Investments
3,898,186
Foreign
currency
transactions
12
Net
realized
gain
3,898,198
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
17,860,423
NET
REALIZED
AND
UNREALIZED
GAIN
21,758,621
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
25,688,758
AUXIER
FOCUS
FUND
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
13
See
Notes
to
Financial
Statements.
For
the
Year
Ended
June
30,
2023
For
the
Year
Ended
June
30,
2022
OPERATIONS
Shares
Shares
Net
investment
income
$
3,930,137
$
2,802,191
Net
realized
gain
3,898,198
5,374,197
Net
change
in
unrealized
appreciation
(depreciation)
17,860,423
(18,353,028)
Increase
(Decrease)
in
Net
Assets
Resulting
from
Operations
25,688,758
(10,176,640)
DISTRIBUTIONS
TO
SHAREHOLDERS
Investor
Shares
(4,255,878)
(3,650,878)
A
Shares
(36,009)
(39,990)
Institutional
Shares
(3,466,460)
(2,962,207)
Total
Distributions
Paid
(7,758,347)
(6,653,075)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares:
Investor
Shares
5,749,237
223,127
17,845,684
654,788
A
Shares
4,788
180
12,724
485
Institutional
Shares
9,416,041
354,802
6,388,132
229,916
Reinvestment
of
distributions:
Investor
Shares
3,985,471
153,380
3,486,919
127,842
A
Shares
35,720
1,337
39,492
1,425
Institutional
Shares
3,367,859
125,804
2,860,173
102,095
Redemption
of
shares:
Investor
Shares
(13,833,480)
(536,192)
(13,444,920)
(497,940)
A
Shares
(502,525)
(19,322)
(708,337)
(25,187)
Institutional
Shares
(7,216,992)
(272,120)
(7,253,207)
(261,439)
Redemption
fees:
Investor
Shares
2,696
–
3,856
–
A
Shares
16
–
43
–
Institutional
Shares
2,213
–
2,934
–
Increase
in
Net
Assets
from
Capital
Share
Transactions
1,011,044
30,996
9,233,493
331,985
Increase
(Decrease)
in
Net
Assets
18,941,455
(7,596,222)
NET
ASSETS
Beginning
of
Year
254,668,651
262,264,873
End
of
Year
$
273,610,106
$
254,668,651
AUXIER
FOCUS
FUND
FINANCIAL
HIGHLIGHTS
14
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year.
For
the
Years
Ended
June
30,
2023
2022
2021
2020
2019
INVESTOR
SHARES
NET
ASSET
VALUE,
Beginning
of
Year
$
25.05
$
26.69
$
20.39
$
22.34
$
22.25
INVESTMENT
OPERATIONS
Net
investment
income
(a)
0.37
0.27
0.27
0.29
0.28
Net
realized
and
unrealized
gain
(loss)
2.14
(1.22)
6.59
(0.87)
1.18
Total
from
Investment
Operations
2.51
(0.95)
6.86
(0.58)
1.46
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
(0.33)
(0.28)
(0.30)
(0.29)
(0.30)
Net
realized
gain
(0.44)
(0.41)
(0.26)
(1.08)
(1.07)
Total
Distributions
to
Shareholders
(0.77)
(0.69)
(0.56)
(1.37)
(1.37)
REDEMPTION
FEES(a)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
NET
ASSET
VALUE,
End
of
Year
$
26.79
$
25.05
$
26.69
$
20.39
$
22.34
TOTAL
RETURN
10.14%
(3.77)%
34.03%
(3.17)%
7.08%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
146,783
$
141,242
$
142,915
$
113,810
$
137,995
Ratios
to
Average
Net
Assets:
Net
investment
income
1.43%
0.99%
1.13%
1.34%
1.25%
Net
expenses
0.92%
0.92%
0.92%
0.95%
0.98%
Gross
expenses
(c)
1.10%
1.08%
1.09%
1.10%
1.11%
PORTFOLIO
TURNOVER
RATE
1%
1%
1%
2%
3%
(a)
Calculated
based
on
average
shares
outstanding
during
each
year.
(b)
Less
than
$0.01
per
share.
(c)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
AUXIER
FOCUS
FUND
FINANCIAL
HIGHLIGHTS
15
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year.
For
the
Years
Ended
June
30,
2023
2022
2021
2020
2019
A
SHARES
NET
ASSET
VALUE,
Beginning
of
Year
$
25.60
$
27.20
$
20.76
$
22.70
$
22.56
INVESTMENT
OPERATIONS
Net
investment
income
(a)
0.29
0.18
0.19
0.23
0.22
Net
realized
and
unrealized
gain
(loss)
2.19
(1.25)
6.72
(0.89)
1.21
Total
from
Investment
Operations
2.48
(1.07)
6.91
(0.66)
1.43
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
(0.14)
(0.12)
(0.21)
(0.20)
(0.22)
Net
realized
gain
(0.44)
(0.41)
(0.26)
(1.08)
(1.07)
Total
Distributions
to
Shareholders
(0.58)
(0.53)
(0.47)
(1.28)
(1.29)
REDEMPTION
FEES(a)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
NET
ASSET
VALUE,
End
of
Year
$
27.50
$
25.60
$
27.20
$
20.76
$
22.70
TOTAL
RETURN(c)
9.77%
(4.07)%
33.60%
(3.47)%
6.80%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
1,340
$
1,703
$
2,443
$
2,770
$
2,664
Ratios
to
Average
Net
Assets:
Net
investment
income
1.09%
0.64%
0.78%
1.06%
0.98%
Net
expenses
1.25%
1.25%
1.25%
1.25%
1.25%
Gross
expenses
(d)
1.76%
1.65%
1.52%
1.51%
1.53%
PORTFOLIO
TURNOVER
RATE
1%
1%
1%
2%
3%
(a)
Calculated
based
on
average
shares
outstanding
during
each
year.
(b)
Less
than
$0.01
per
share.
(c)
Total
Return
does
not
include
the
effect
of
front
end
sales
charge
or
contingent
deferred
sales
charge.
(d)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
AUXIER
FOCUS
FUND
FINANCIAL
HIGHLIGHTS
16
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year.
For
the
Years
Ended
June
30,
2023
2022
2021
2020
2019
INSTITUTIONAL
SHARES
NET
ASSET
VALUE,
Beginning
of
Year
$
25.74
$
27.38
$
20.88
$
22.81
$
22.66
INVESTMENT
OPERATIONS
Net
investment
income
(a)
0.41
0.31
0.31
0.33
0.33
Net
realized
and
unrealized
gain
(loss)
2.21
(1.26)
6.75
(0.88)
1.19
Total
from
Investment
Operations
2.62
(0.95)
7.06
(0.55)
1.52
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
(0.33)
(0.28)
(0.30)
(0.30)
(0.30)
Net
realized
gain
(0.44)
(0.41)
(0.26)
(1.08)
(1.07)
Total
Distributions
to
Shareholders
(0.77)
(0.69)
(0.56)
(1.38)
(1.37)
REDEMPTION
FEES(a)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
0.00(b)
NET
ASSET
VALUE,
End
of
Year
$
27.59
$
25.74
$
27.38
$
20.88
$
22.81
TOTAL
RETURN
10.30%
(3.66)%
34.19%
(3.00)%
7.24%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
125,487
$
111,723
$
116,907
$
88,103
$
90,958
Ratios
to
Average
Net
Assets:
Net
investment
income
1.56%
1.11%
1.25%
1.51%
1.43%
Net
expenses
0.80%
0.80%
0.80%
0.80%
0.80%
Gross
expenses
(c)
1.08%
1.08%
1.09%
1.10%
1.10%
PORTFOLIO
TURNOVER
RATE
1%
1%
1%
2%
3%
(a)
Calculated
based
on
average
shares
outstanding
during
each
year.
(b)
Less
than
$0.01
per
share.
(c)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
AUXIER
FOCUS
FUND
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2023
17
Note
1.
Organization
The
Auxier
Focus
Fund
(the
“Fund”)
is
a
diversified
portfolio
of
Forum
Funds
(the
“Trust”).
The
Trust
is
a
Delaware
statutory
trust
that
is
registered
as
an
open-end,
management
investment
company
under
the
Investment
Company
Act
of
1940,
as
amended
(the
“Act”).
Under
its
Trust
Instrument,
the
Trust
is
authorized
to
issue
an
unlimited
number
of
the
Fund’s
shares
of
beneficial
interest
without
par
value.
The
Fund
currently
offers
three
classes
of
shares:
Investor
Shares,
A
Shares
and
Institutional
Shares.
A
Shares
are
offered
at
net
asset
value
plus
a
maximum
sales
charge
of
5.75%.
A
Shares
are
also
subject
to
contingent
deferred
sales
charge
(“CDSC”)
of
1.00%
on
purchases
without
an
initial
sales
charge
and
redeemed
less
than
one
year
after
they
are
purchased.
Investor
Shares
and
Institutional
Shares
are
not
subject
to
a
sales
charge.
Investor
Shares,
A
Shares
and
Institutional
Shares
commenced
operations
on
July
9,
1999,
July
8,
2005
and
May
9,
2012,
respectively.
The
Fund’s
investment
objective
is
to
provide
long-term
capital
appreciation.
Note
2.
Summary
of
Significant
Accounting
Policies
The
Fund
is
an
investment
company
and
follows
accounting
and
reporting
guidance
under
Financial
Accounting
Standards
Board
Accounting
Standards
Codification
Topic
946,
“Financial
Services
–
Investment
Companies.”
These
financial
statements
are
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(“GAAP”),
which
require
management
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities,
the
disclosure
of
contingent
liabilities
at
the
date
of
the
financial
statements,
and
the
reported
amounts
of
increases
and
decreases
in
net
assets
from
operations
during
the
fiscal
year.
Actual
amounts
could
differ
from
those
estimates.
The
following
summarizes
the
significant
accounting
policies
of
the
Fund:
Security
Valuation
–
Securities
are
valued
at
market
prices
using
the
last
quoted
trade
or
official
closing
price
from
the
principal
exchange
where
the
security
is
traded,
as
provided
by
independent
pricing
services
on
each
Fund
business
day.
In
the
absence
of
a
last
trade,
securities
are
valued
at
the
mean
of
the
last
bid
and
ask
price
provided
by
the
pricing
service.
Debt
securities
may
be
valued
at
prices
supplied
by
a
fund’s
pricing
agent
based
on
broker
or
dealer
supplied
valuations
or
matrix
pricing,
a
method
of
valuing
securities
by
reference
to
the
value
of
other
securities
with
similar
characteristics
such
as
rating,
interest
rate
and
maturity.
Shares
of
non-exchange
traded
open-end
mutual
funds
are
valued
at
net
asset
value
(“NAV”).
Short-term
investments
that
mature
in
sixty
days
or
less
may
be
valued
at
amortized
cost.
Pursuant
to
Rule
2a-5
under
the
Investment
Company
Act,
the
Trust’s
Board
of
Trustees
(the
“Board”)
has
designated
the
Adviser,
as
defined
in
Note
3,
as
the
Fund’s
valuation
designee
to
perform
any
fair
value
determinations
for
securities
and
other
assets
held
by
the
Fund.
The
Adviser
is
subject
to
the
oversight
of
the
Board
and
certain
reporting
and
other
requirements
intended
to
provide
the
Board
the
information
needed
to
oversee
the
Adviser’s
fair
value
determinations.
The
Adviser
is
responsible
for
determining
the
fair
value
of
investments
for
which
market
quotations
are
not
readily
available
in
accordance
with
policies
and
procedures
that
have
been
approved
by
the
Board.
Under
these
procedures,
the
Adviser
convenes
on
a
regular
and
ad
hoc
basis
to
review
such
investments
and
considers
a
number
of
factors,
including
valuation
methodologies
and
significant
unobservable
inputs,
when
arriving
at
fair
value.
The
Board
has
approved
the
Adviser’s
fair
valuation
procedures
as
a
part
of
the
Fund’s
compliance
program
and
will
review
any
changes
made
to
the
procedures.
The
Adviser
provides
fair
valuation
inputs.
In
determining
fair
valuations,
inputs
may
include
market-based
analytics
that
may
consider
related
or
comparable
assets
or
liabilities,
recent
transactions,
market
multiples,
book
values
and
other
relevant
investment
information.
Adviser
inputs
may
include
an
income-based
approach
in
which
the
anticipated
future
cash
flows
of
the
investment
are
discounted
in
determining
fair
value.
Discounts
may
also
be
applied
based
on
the
nature
or
duration
of
any
restrictions
on
the
disposition
of
the
investments.
The
Adviser
performs
regular
reviews
of
valuation
methodologies,
key
inputs
and
assumptions,
disposition
analysis
and
market
activity.
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:
AUXIER
FOCUS
FUND
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2023
18
Level
1
-
Quoted
prices
in
active
markets
for
identical
assets
and
liabilities.
Level
2
-
Prices
determined
using
significant
other
observable
inputs
(including
quoted
prices
for
similar
securities,
interest
rates,
prepayment
speeds,
credit
risk,
etc.).
Short-term
securities
with
maturities
of
sixty
days
or
less
are
valued
at
amortized
cost,
which
approximates
market
value,
and
are
categorized
as
Level
2
in
the
hierarchy.
Municipal
securities,
long-term
U.S.
government
obligations
and
corporate
debt
securities
are
valued
in
accordance
with
the
evaluated
price
supplied
by
a
pricing
service
and
generally
categorized
as
Level
2
in
the
hierarchy.
Other
securities
that
are
categorized
as
Level
2
in
the
hierarchy
include,
but
are
not
limited
to,
warrants
that
do
not
trade
on
an
exchange,
securities
valued
at
the
mean
between
the
last
reported
bid
and
ask
quotation
and
international
equity
securities
valued
by
an
independent
third
party
with
adjustments
for
changes
in
value
between
the
time
that
the
securities’
respective
local
market
closes
and
the
close
of
the
U.S.
market.
Level
3
-
Significant
unobservable
inputs
(including
the
Fund’s
own
assumptions
in
determining
the
fair
value
of
investments).
The
aggregate
value
by
input
level,
as
of
June
30,
2023,
for
the
Fund’s
investments
is
included
at
the
end
of
the
Fund’s
Schedule
of
Investments.
Security
Transactions,
Investment
Income
and
Realized
Gain
and
Loss
–
Investment
transactions
are
accounted
for
on
the
trade
date.
Dividend
income
is
recorded
on
the
ex-dividend
date.
Foreign
dividend
income
is
recorded
on
the
ex-dividend
date
or
as
soon
as
possible
after
determining
the
existence
of
a
dividend
declaration
after
exercising
reasonable
due
diligence.
Income
and
capital
gains
on
some
foreign
securities
may
be
subject
to
foreign
withholding
taxes,
which
are
accrued
as
applicable.
Interest
income
is
recorded
on
an
accrual
basis.
Premium
is
amortized
to
the
next
call
date
above
par,
and
discount
is
accreted
to
maturity
using
the
effective
interest
method.
Identified
cost
of
investments
sold
is
used
to
determine
the
gain
and
loss
for
both
financial
statement
and
federal
income
tax
purposes.
Foreign
Currency
Translations
–
Foreign
currency
amounts
are
translated
into
U.S.
dollars
as
follows:
(1)
assets
and
liabilities
at
the
rate
of
exchange
at
the
end
of
the
respective
period;
and
(2)
purchases
and
sales
of
securities
and
income
and
expenses
at
the
rate
of
exchange
prevailing
on
the
dates
of
such
transactions.
The
portion
of
the
results
of
operations
arising
from
changes
in
the
exchange
rates
and
the
portion
due
to
fluctuations
arising
from
changes
in
the
market
prices
of
securities
are
not
isolated.
Such
fluctuations
are
included
with
the
net
realized
and
unrealized
gain
or
loss
on
investments.
Distributions
to
Shareholders
–
The
Fund
declares
any
dividends
from
net
investment
income
and
pays
them
annually.
Any
net
capital
gains
and
net
foreign
currency
gains
realized
by
the
Fund
are
distributed
at
least
annually.
Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
Distributions
are
based
on
amounts
calculated
in
accordance
with
applicable
federal
income
tax
regulations,
which
may
differ
from
GAAP.
These
differences
are
due
primarily
to
differing
treatments
of
income
and
gain
on
various
investment
securities
held
by
the
Fund,
timing
differences
and
differing
characterizations
of
distributions
made
by
the
Fund.
Federal
Taxes
–
The
Fund
intends
to
continue
to
qualify
each
year
as
a
regulated
investment
company
under
Subchapter
M
of
Chapter
1,
Subtitle
A,
of
the
Internal
Revenue
Code
of
1986,
as
amended
(“Code”),
and
to
distribute
all
of
its
taxable
income
to
shareholders.
In
addition,
by
distributing
in
each
calendar
year
substantially
all
of
its
net
investment
income
and
capital
gains,
if
any,
the
Fund
will
not
be
subject
to
a
federal
excise
tax.
Therefore,
no
federal
income
or
excise
tax
provision
is
required.
The
Fund
recognizes
interest
and
penalties,
if
any,
related
to
unrecognized
tax
benefits
as
income
tax
expense
in
the
Statement
of
Operations.
During
the
year,
the
Fund
did
not
incur
any
interest
penalties.
The
Fund
files
a
U.S.
federal
income
and
excise
tax
return
as
required.
The
Fund’s
federal
income
tax
returns
are
subject
to
examination
by
the
Internal
Revenue
Service
for
a
period
of
three
fiscal
years
after
they
are
filed.
As
of
June
30,
2023,
there
are
no
uncertain
tax
positions
that
would
require
financial
statement
recognition,
de-
recognition
or
disclosure.
Income
and
Expense
Allocation
–
The
Trust
accounts
separately
for
the
assets,
liabilities
and
operations
of
each
of
its
investment
portfolios.
Expenses
that
are
directly
attributable
to
more
than
one
investment
portfolio
are
allocated
among
the
respective
investment
portfolios
in
an
equitable
manner.
The
Fund's
class-specific
expenses
are
charged
to
the
operations
of
that
class
of
shares.
Income
and
expenses
(other
than
expenses
attributable
to
a
specific
class)
and
realized
and
unrealized
gains
or
losses
on
investments
are
allocated
to
each
class
of
shares
based
on
the
class’
respective
net
assets
to
the
total
net
assets
of
the
Fund.
AUXIER
FOCUS
FUND
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2023
19
Redemption
Fees
–
A
shareholder
who
redeems
or
exchanges
shares
within
180
days
of
purchase
will
incur
a
redemption
fee
of
2.00%
of
the
current
NAV
of
shares
redeemed
or
exchanged,
subject
to
certain
limitations.
The
fee
is
charged
for
the
benefit
of
the
remaining
shareholders
and
will
be
paid
to
the
Fund
to
help
offset
transaction
costs.
The
fee
is
accounted
for
as
an
addition
to
paid-in
capital.
The
Fund
reserves
the
right
to
modify
the
terms
of
or
terminate
the
fee
at
any
time.
There
are
limited
exceptions
to
the
imposition
of
the
redemption
fee.
Redemption
fees
incurred
for
the
Fund,
if
any,
are
reflected
on
the
Statements
of
Changes
in
Net
Assets.
Commitments
and
Contingencies
–
In
the
normal
course
of
business,
the
Fund
enters
into
contracts
that
provide
general
indemnifications
by
the
Fund
to
the
counterparty
to
the
contract.
The
Fund’s
maximum
exposure
under
these
arrangements
is
dependent
on
future
claims
that
may
be
made
against
the
Fund
and,
therefore,
cannot
be
estimated;
however,
based
on
experience,
the
risk
of
loss
from
such
claims
is
considered
remote.
The
Fund
has
determined
that
none
of
these
arrangements
requires
disclosure
on
the
Fund’s
balance
sheet.
Note
3.
Fees
and
Expenses
Investment
Adviser
–
Auxier
Asset
Management
LLC
(the
“Adviser”)
is
the
investment
adviser
to
the
Fund.
Pursuant
to
an
investment
advisory
agreement,
the
Adviser
receives
an
advisory
fee,
payable
monthly,
from
the
Fund
at
an
annual
rate
of
0.80%
of
the
Fund’s
average
daily
net
assets.
Distribution
–
Foreside
Fund
Services,
LLC,
a
wholly
owned
subsidiary
of
Foreside
Financial
Group,
LLC
(dba
ACA
Group)
(the
“Distributor”),
acts
as
the
agent
of
the
Trust
in
connection
with
the
continuous
offering
of
shares
of
the
Fund.
The
Distributor
is
not
affiliated
with
the
Adviser
or
Atlantic
Fund
Administration,
LLC,
a
wholly
owned
subsidiary
of
Apex
US
Holdings
LLC
(d/b/a
Apex
Fund
Services)
(“Apex”)
or
their
affiliates.
The
Fund
has
adopted
a
Distribution
Plan
(the
“Plan”)
for
A
Shares
of
the
Fund
in
accordance
with
Rule
12b-1
of
the
Act.
Under
the
Plan,
the
Fund
pays
the
Distributor
and/or
any
other
entity
as
authorized
by
the
Board
a
fee
of
up
to
0.25%
of
the
average
daily
net
assets
of
A
Shares.
The
Distributor
has
no
role
in
determining
the
investment
policies
or
which
securities
are
to
be
purchased
or
sold
by
the
Trust
or
its
Funds.
For
the
year
ended
June
30,
2023
,
there
were
$212
front-end
sales
charges
assessed
on
the
sale
of
A
Shares
and
no
contingent
deferred
sales
charges
were
assessed
on
the
sale
of
A
Shares.
The
Distributor
received
$37
of
the
total
front-end
sales
charge.
Other
Service
Providers
–
Apex
provides
fund
accounting,
fund
administration,
compliance
and
transfer
agency
services
to
the
Fund.
The
fees
related
to
these
services
are
included
in
Fund
services
fees
within
the
Statement
of
Operations.
Apex
also
provides
certain
shareholder
report
production
and
EDGAR
conversion
and
filing
services.
Apex
provides
a
Principal
Executive
Officer,
a
Principal
Financial
Officer,
a
Chief
Compliance
Officer
and
an
Anti-Money
Laundering
Officer
to
the
Fund,
as
well
as
certain
additional
compliance
support
functions.
Trustees
and
Officers
–
Each
Independent
Trustee’s
annual
retainer
is
$45,000
($55,000
for
the
Chairman),
and
the
Audit
Committee
Chairman
receives
an
additional
$2,000
annually.
The
Trustees
and
the
Chairman
may
receive
additional
fees
for
special
Board
meetings.
Each
Trustee
is
also
reimbursed
for
all
reasonable
out-of-pocket
expenses
incurred
in
connection
with
his
or
her
duties
as
a
Trustee,
including
travel
and
related
expenses
incurred
in
attending
Board
meetings.
The
amount
of
Trustees’
fees
attributable
to
the
Fund
is
disclosed
in
the
Statement
of
Operations.
Certain
officers
of
the
Trust
are
also
officers
or
employees
of
the
above
named
service
providers,
and
during
their
terms
of
office
received
no
compensation
from
the
Fund.
Note
4.
Expense
Reimbursement
and
Fees
Waived
The
Adviser
has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
dividend
expenses
on
short
sales,
and
extraordinary
expenses
)
to
0.92%,
1.25%
and
0.80%
of
the
Investor
Shares,
A
Shares
and
Institutional
Shares,
respectively
,
through
at
least
October
31,
2023.
These
contractual
waivers
may
only
be
raised
or
eliminated
with
consent
of
the
Board.
Other
fund
service
providers
have
voluntarily
agreed
to
waive
a
portion
of
their
fees.
These
voluntary
reductions
may
be
reduced
or
eliminated
at
any
time.
For
the
year
ended
June
30,
2023
,
the
fees
waived
and
expenses
reimbursed
were
as
follows:
AUXIER
FOCUS
FUND
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2023
20
The
Adviser
may
be
reimbursed
by
the
Fund
for
fees
waived
and
expenses
reimbursed
by
the
Adviser
pursuant
to
the
Expense
Cap
if
such
payment
is
made
within
three
years
of
the
fee
waiver
or
expense
reimbursement,
and
does
not
cause
the
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
to
exceed
the
lesser
of
(i)
the
then-current
expense
cap,
or
(ii)
the
expense
cap
in
place
at
the
time
the
fees/expenses
were
waived/reimbursed.
As
of
June
30,
2023
,
$1,431,040
is
subject
to
recapture
by
the
Adviser.
Other
Waivers
are
not
eligible
for
recoupment.
Note
5.
Security
Transactions
The
cost
of
purchases
and
proceeds
from
sales
of
investment
securities
(including
maturities),
other
than
short-term
investments,
during
the
year
ended
June
30,
2023
,
totaled
$3,506,628
and
$8,209,376
.
Note
6.
Federal
Income
Tax
As
of
June
30,
2023
,
cost
for
federal
income
tax
purposes
is
$123,145,689
and
net
unrealized
appreciation
consists
of:
Distributions
paid
during
the
fiscal
years
ended
as
noted
were
characterized
for
tax
purposes
as
follows:
As
of
June
30,
2023,
distributable
earnings
(accumulated
loss)
on
a
tax
basis
were
as
follows:
The
difference
between
components
of
distributable
earnings
on
a
tax
basis
and
the
amounts
reflected
in
the
Statement
of
Assets
and
Liabilities
are
primarily
due
to
wash
sales
and
equity
return
of
capital.
Note
7.
Subsequent
Events
Subsequent
events
occurring
after
the
date
of
this
report
through
the
date
these
financial
statements
were
issued
have
been
evaluated
for
potential
impact,
and
the
Fund
has
had
no
such
events.
Management
has
evaluated
the
need
for
additional
disclosures
and/or
adjustments
resulting
from
subsequent
events.
Based
on
this
evaluation,
no
additional
disclosures
or
adjustments
were
required.
Investment
Adviser
Expenses
Reimbursed
Other
Waivers
Total
Fees
Waived
and
Expenses
Reimbursed
$
514,950
$
89,711
$
604,661
Gross
Unrealized
Appreciation
$
154,695,734
Gross
Unrealized
Depreciation
(4,470,115)
Net
Unrealized
Appreciation
$
150,225,619
2023
2022
Ordinary
Income
$
3,310,410
$
2,713,355
Long-Term
Capital
Gain
4,447,937
3,939,720
$
7,758,347
$
6,653,075
Undistributed
Ordinary
Income
$
2,064,721
Undistributed
Long-Term
Gain
3,898,123
Unrealized
Appreciation
150,225,619
Total
$
156,188,463
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
21
To
the
Shareholders
of
Auxier
Focus
Fund
and
Board
of
Trustees
of
Forum
Funds
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
statement
of
assets
and
liabilities,
including
the
schedule
of
investments,
of
Auxier
Focus
Fund
(the
“Fund”),
a
series
of
Forum
Funds,
as
of
June
30,
2023,
the
related
statements
of
operations
and
changes
in
net
assets,
the
related
notes,
and
the
financial
highlights
for
the
year
then
ended
(collectively
referred
to
as
the
“financial
statements”).
In
our
opinion,
the
financial
statements
present
fairly,
in
all
material
respects,
the
financial
position
of
the
Fund
as
of
June
30,
2023,
the
results
of
its
operations,
changes
in
net
assets,
and
the
financial
highlights
for
the
year
then
ended,
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America.
The
Fund’s
financial
statements
and
financial
highlights
for
the
years
ended
June
30,
2022,
and
prior,
were
audited
by
other
auditors
whose
report
dated
August
24,
2022,
expressed
an
unqualified
opinion
on
those
financial
statements
and
financial
highlights.
Basis
for
Opinion
These
financial
statements
are
the
responsibility
of
the
Fund’s
management.
Our
responsibility
is
to
express
an
opinion
on
the
Fund’s
financial
statements
based
on
our
audit.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)
(“PCAOB”)
and
are
required
to
be
independent
with
respect
to
the
Fund
in
accordance
with
the
U.S.
federal
securities
laws
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.
We
conducted
our
audit
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audit
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement
whether
due
to
error
or
fraud.
Our
audit
included
performing
procedures
to
assess
the
risks
of
material
misstatement
of
the
financial
statements,
whether
due
to
error
or
fraud,
and
performing
procedures
that
respond
to
those
risks.
Such
procedures
included
examining,
on
a
test
basis,
evidence
regarding
the
amounts
and
disclosures
in
the
financial
statements.
Our
procedures
included
confirmation
of
securities
owned
as
of
June
30,
2023,
by
correspondence
with
the
custodian.
Our
audit
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
financial
statements.
We
believe
that
our
audit
provides
a
reasonable
basis
for
our
opinion.
We
have
served
as
the
Fund’s
auditor
since
2023.
Cohen
&
Company,
Ltd.
Philadelphia,
Pennsylvania
August
28,
2023
AUXIER
FOCUS
FUND
ADDITIONAL
INFORMATION
(Unaudited)
June
30,
2023
22
Change
in
Independent
Registered
Public
Accounting
Firm
On
March
9,
2023,
BBD
LLP
(“BBD”)
ceased
to
serve
as
the
independent
registered
public
accounting
firm
of
the
Fund,
a
series
of
Forum
Funds.
The
Audit
Committee
of
the
Board
of
Directors
approved
the
replacement
of
BBD
as
a
result
of
Cohen
&
Company,
Ltd.’s
(“Cohen”)
acquisition
of
BBD’s
investment
management
group.
The
reports
of
BBD
on
the
financial
statements
of
the
Fund
as
of
and
for
the
fiscal
years
ended
June
30,
2021
and
June
30,
2022
did
not
contain
an
adverse
opinion
or
a
disclaimer
of
opinion,
and
were
not
qualified
or
modified
as
to
uncertainties,
audit
scope
or
accounting
principles.
During
the
years
ended
June
30,
2021
and
June
30,
2022,
and
during
the
subsequent
interim
period
through
March
9,
2023,
(i)
there
were
no
disagreements
between
the
Trust
and
BBD
on
any
matter
of
accounting
principles
or
practices,
financial
statement
disclosure,
or
auditing
scope
or
procedure,
which
disagreements,
if
not
resolved
to
the
satisfaction
of
BBD,
would
have
caused
it
to
make
reference
to
the
subject
matter
of
the
disagreements
in
its
report
on
the
financial
statements
of
the
Fund
for
such
years
or
interim
period,
and
(ii)
there
were
no
“reportable
events,”
as
defined
in
Item
304(a)(1)(v)
of
Regulation
S-K
under
the
Securities
Exchange
Act
of
1934,
as
amended.
The
Trust
requested
that
BBD
furnish
it
with
a
letter
addressed
to
the
U.S.
Securities
and
Exchange
Commission
stating
that
it
agrees
with
the
above
statements.
A
copy
of
this
letter
is
filed
as
an
exhibit
to
Form
N-CSR.
On
March
17,
2023,
the
Audit
Committee
of
the
Board
also
recommended
and
approved
the
appointment
of
Cohen
as
the
Fund’s
independent
registered
public
accounting
firm
for
the
fiscal
year
ending
June
30,
2023.
During
the
fiscal
years
ended
June
30,
2021
and
June
30,
2022,
and
during
the
subsequent
interim
period
through
March
17,
2023,
neither
the
Trust,
nor
anyone
acting
on
its
behalf,
consulted
with
Cohen
on
behalf
of
the
of
Fund
regarding
the
application
of
accounting
principles
to
a
specified
transaction
(either
completed
or
proposed),
the
type
of
audit
opinion
that
might
be
rendered
on
the
Fund’s
financial
statements,
or
any
matter
that
was
either,
(i)
the
subject
of
a
“disagreement,”
as
defined
in
Item
304(a)(1)(iv)
of
Regulation
S-K
and
the
instructions
thereto;
or
(ii)
"reportable
events,"
as
defined
in
Item
304(a)(1)(v)
of
Regulation
S-K.
Proxy
Voting
Information
A
description
of
the
policies
and
procedures
that
the
Fund
uses
to
determine
how
to
vote
proxies
relating
to
securities
held
in
the
Fund’s
portfolio
is
available,
without
charge
and
upon
request,
by
calling
(877)
328-9437
and
on
the
SEC’s
website
at
www.sec.gov.
The
Fund’s
proxy
voting
record
for
the
most
recent
twelve-month
period
ended
June
30
is
available,
without
charge
and
upon
request,
by
calling
(877)
328-9437
and
on
the
SEC’s
website
at
www.sec.gov.
Availability
of
Quarterly
Portfolio
Schedules
The
Fund
files
its
complete
schedule
of
portfolio
holdings
with
the
SEC
for
the
first
and
third
quarters
of
each
fiscal
year
on
Form
N-PORT.
Forms
N-PORT
are
available
free
of
charge
on
the
SEC’s
website
at
www.sec.gov.
Shareholder
Expense
Example
As
a
shareholder
of
the
Fund,
you
incur
two
types
of
costs:
(1)
transaction
costs,
including
sales
charges
(loads)
on
purchase
payments
on
certain
classes,
redemption
fees,
exchange
fees
and
CDSC
fees,
and
(2)
ongoing
costs,
including
management
fees,
12b-1
fees,
and
other
Fund
expenses.
This
example
is
intended
to
help
you
understand
your
ongoing
costs
(in
dollars)
of
investing
in
the
Fund,
and
to
compare
these
costs
with
the
ongoing
costs
of
investing
in
other
mutual
funds.
The
example
is
based
on
an
investment
of
$1,000
invested
at
the
beginning
of
the
period
and
held
for
the
entire
period
from
January
1,
2023
through
June
30,
2023.
Actual
Expenses
–
The
first
line
of
the
table
below
provides
information
about
actual
account
values
and
actual
expenses.
You
may
use
the
information
in
this
line,
together
with
the
amount
you
invested,
to
estimate
the
expenses
that
you
paid
over
the
period.
Simply
divide
your
account
value
by
$1,000
(for
example,
an
$8,600
account
value
divided
by
$1,000
=
8.6),
then
multiply
the
result
by
the
number
in
the
first
line
under
the
heading
entitled
“Expenses
Paid
During
Period”
to
estimate
the
expenses
you
paid
on
your
account
during
the
period.
AUXIER
FOCUS
FUND
ADDITIONAL
INFORMATION
(Unaudited)
June
30,
2023
23
Hypothetical
Example
for
Comparison
Purposes
–
The
second
line
under
each
share
class
of
the
table
below
provides
information
about
hypothetical
account
values
and
hypothetical
expenses
based
on
the
Fund’s
actual
expense
ratio
and
an
assumed
rate
of
return
of
5%
per
year
before
expenses,
which
is
not
the
Fund’s
actual
return.
The
hypothetical
account
values
and
expenses
may
not
be
used
to
estimate
the
actual
ending
account
balance
or
expenses
you
paid
for
the
period.
You
may
use
this
information
to
compare
the
ongoing
costs
of
investing
in
the
Fund
and
other
funds.
To
do
so,
compare
this
5%
hypothetical
example
with
the
5%
hypothetical
examples
that
appear
in
the
shareholder
reports
of
other
funds.
Please
note
that
the
expenses
shown
in
the
table
are
meant
to
highlight
your
ongoing
costs
only
and
do
not
reflect
any
transactional
costs,
such
as
sales
charges
(loads)
on
purchase
payments
on
certain
classes,
redemption
fees,
exchange
fees,
and
CDSC
fees.
Therefore,
the
second
line
of
the
table
is
useful
in
comparing
ongoing
costs
only
and
will
not
help
you
determine
the
relative
total
costs
of
owning
different
funds.
In
addition,
if
these
transactional
costs
were
included,
your
costs
would
have
been
higher.
Federal
Tax
Status
of
Dividends
Declared
during
the
Fiscal
Year
For
federal
income
tax
purposes,
dividends
from
short-term
capital
gains
are
classified
as
ordinary
income.
The
Fund
designates
100.00
%
of
its
income
dividend
distributed
as
qualifying
for
the
corporate
dividends-received
deduction
(DRD),
100.00
%
for
the
qualified
dividend
rate
(QDI)
and
8.43
%
of
its
income
dividends
as
qualified
interest
income
exempt
from
U.S.
tax
for
foreign
shareholders
(QII)
as
defined
in
Section
1(h)(11)
of
the
Code.
Pursuant
to
Section
852
(b)(3)
of
the
Internal
Revenue
Code,
the
Fund
designates
$4,447,937
as
long
term
capital
gain
dividends
for
the
year.
Trustees
and
Officers
of
the
Trust
The
Board
is
responsible
for
oversight
of
the
management
of
the
Trust’s
business
affairs
and
of
the
exercise
of
all
the
Trust’s
powers
except
those
reserved
for
the
shareholders.
The
following
table
provides
information
about
each
Trustee
and
certain
officers
of
the
Trust.
Each
Trustee
and
officer
holds
office
until
the
person
resigns,
is
removed
or
is
replaced.
Unless
otherwise
noted,
the
persons
have
held
their
principal
occupations
for
more
than
five
years.
The
address
for
all
Trustees
and
officers
is
Three
Canal
Plaza,
Suite
600,
Portland,
Maine
04101.
The
Fund’s
Statement
of
Additional
Information
includes
additional
information
about
the
Trustees
and
is
available,
without
charge
and
upon
request,
by
calling
(877)
328-9437.
Beginning
Account
Value
January
1,
2023
Ending
Account
Value
June
30,
2023
Expenses
Paid
During
Period*
Annualized
Expense
Ratio*
Investor
Shares
Actual
$
1,000.00
$
1,047.70
$
4.67
0.92%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.23
$
4.61
0.92%
A
Shares
Actual
$
1,000.00
$
1,045.63
$
6.34
1.25%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,018.60
$
6.26
1.25%
Institutional
Shares
Actual
$
1,000.00
$
1,048.25
$
4.06
0.80%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.83
$
4.01
0.80%
*
Expenses
are
equal
to
the
Fund’s
annualized
expense
ratio
multiplied
by
the
average
account
value
over
the
period,
multiplied
by
the
number
of
days
in
the
most
recent
fiscal
half-year
(1
81)
divided
by
365
to
reflect
the
half-year
period.
AUXIER
FOCUS
FUND
ADDITIONAL
INFORMATION
(Unaudited)
June
30,
2023
24
(1)
Karen
Shaw
is
currently
an
interested
person
of
the
Trust,
as
defined
in
the
1940
Act,
due
to
her
affiliation
with
Apex
Fund
Services
and
her
role
as
Treasurer
of
the
Trust.
Apex
Fund
Services
is
a
wholly
owned
subsidiary
of
Apex
US
Holdings
LLC.
Name
and
Year
of
Birth
Position
with
the
Trust
Length
of
Time
Served
Principal
Occupation(s)
During
Past
Five
Years
Number
of
Series
in
Fund
Complex
Overseen
By
Trustee
Other
Directorships
Held
By
Trustee
During
Past
Five
Years
Independent
Trustees
David
Tucker
Born:
1958
Trustee;
Chairman
of
the
Board
Since
2011
and
Chairman
since
2018
Director,
Blue
Sky
Experience
(a
charitable
endeavor)
since
2008;
Senior
Vice
President
&
General
Counsel,
American
Century
Companies
(an
investment
management
firm)
1998-
2008.
1
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Mark
D.
Moyer
Born:
1959
Trustee
Since
2018
Independent
consultant
providing
interim
CFO
services,
principally
to
non-profit
organizations,
since
2021;
Chief
Financial
Officer,
Freedom
House
(a
NGO
advocating
political
freedom
and
democracy)
2017-2021.
1
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Jennifer
Brown-Strabley
Born:
1964
Trustee
Since
2018
Principal,
Portland
Global
Advisors
(a
registered
investment
adviser)
1996-
2010.
1
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Interested
Trustees
(1)
Karen
Shaw
Born:
1972
Trustee
Since
2023
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-
2019.
1
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Name
and
Year
of
Birth
Position
with
the
Trust
Length
of
Time
Served
Principal
Occupation(s)
During
Past
Five
Years
Officers
Zachary
Tackett
Born:
1988
President;
Principal
Executive
Officer;
Anti-Money
Laundering
Compliance
Officer;
Identity
Theft
Prevention
Officer
President
and
Principal
Executive
Officer
since
2023;
Anti-Money
Laundering
Compliance
Officer
and
Identity
Theft
Prevention
Officer
since
2014
Senior
Counsel,
Apex
Fund
Services
since
2019;
Counsel,
Atlantic
Fund
Services
2014-
2019.
Karen
Shaw
Born:
1972
Treasurer;
Principal
Financial
Officer
Since
2008
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Carlyn
Edgar
Born:
1963
Chief
Compliance
Officer
Chief
Compliance
Officer
2008-2016
and
2021-current
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Lindsey
Dorval
Born:
1981
Vice
President;
Secretary
Since
2023
Counsel,
Apex
Fund
Services
since
2020.
AUXIER
FOCUS
FUND
FOR
MORE
INFORMATION
P.O.
Box
588
Portland,
Maine
04112
(877)
3AUXIER
(877)
328-9437
INVESTMENT
ADVISER
Auxier
Asset
Management
LLC
15668
NE
Eilers
Road
Aurora,
Oregon
97002
TRANSFER
AGENT
Apex
Fund
Services
P.O.
Box
588
Portland,
Maine
04112
www.apexgroup.com
DISTRIBUTOR
Foreside
Fund
Services,
LLC
Three
Canal
Plaza,
Suite
100
Portland,
Maine
04101
www.foreside.com
This
report
is
submitted
for
the
general
information
of
the
shareholders
of
the
Fund.
It
is
not
authorized
for
distribution
to
prospective
investors
unless
preceded
or
accompanied
by
an
effective
prospectus,
which
includes
information
regarding
the
Fund’s
risks,
objectives,
fees
and
expenses,
experience
of
its
management,
and
other
information.
204-ANR-0623
ANNUAL
REPORT
JUNE
30,
2023
DF
DENT
GROWTH
FUNDS
TABLE
OF
CONTENTS
JUNE
30,
2023
DF
Dent
Growth
Funds
Performance
(Unaudited)
1
DF
Dent
Premier
Growth
Fund
A
Message
to
Our
Shareholders
(Unaudited)
2
Management
Discussion
of
Fund
Performance
(Unaudited)
10
Performance
Chart
and
Analysis
(Unaudited)
15
Schedule
of
Investments
16
Statement
of
Assets
and
Liabilities
18
Statement
of
Operations
19
Statements
of
Changes
in
Net
Assets
20
Financial
Highlights
21
DF
Dent
Midcap
Growth
Fund
A
Message
to
Our
Shareholders
(Unaudited)
22
Performance
Chart
and
Analysis
(Unaudited)
29
Schedule
of
Investments
31
Statement
of
Assets
and
Liabilities
33
Statement
of
Operations
34
Statements
of
Changes
in
Net
Assets
35
Financial
Highlights
36
DF
Dent
Small
Cap
Growth
Fund
A
Message
to
Our
Shareholders
(Unaudited)
39
Performance
Chart
and
Analysis
(Unaudited)
46
Schedule
of
Investments
48
Statement
of
Assets
and
Liabilities
50
Statement
of
Operations
51
Statements
of
Changes
in
Net
Assets
52
Financial
Highlights
53
DF
Dent
Growth
Funds
Notes
to
Financial
Statements
55
Report
of
Independent
Registered
Public
Accounting
Firm
62
Additional
Information
(Unaudited)
63
1
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
PERFORMANCE
(Unaudited)
JUNE
30,
2023
Performance
for
the
three
DF
Dent
Growth
Funds
(for
periods
ending
06/30/202
3
)
is
detailed
in
the
table
below.
N/A
-
Periods
which
exceed
the
life
of
the
particular
fund.
1
Institutional
Shares
commenced
operations
on
November
29,
2017
and
November
20,
2017
for
the
DF
Dent
Midcap
Growth
Fund
and
DF
Dent
Small
Cap
Growth
Fund,
respectively.
Performance
for
the
five
year
and
since
inception
periods
are
a
blended
average
annual
return,
which
include
the
returns
of
the
Investor
Shares
prior
to
the
commencement
of
the
Institutional
Shares.
Cumulative
performance
reflects
a
blended
return,
too.
Performance
data
quoted
represents
past
performance
and
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
an
investor’s
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
For
the
most
recent
month-end
performance,
please
call
(866)
233-3368.
Returns
greater
than
one
year
are
annualized,
except
cumulative
returns.
DF
Dent
Premier
Growth
Fund
DF
Dent
Midcap
Growth
Fund
Institutional
Shares
1
DF
Dent
Small
Cap
Growth
Fund
Institutional
Shares
1
Benchmark
S&P
500®
Index
Russell
Midcap
Growth
Index
Russell
2000
Growth
Index
6
Months
Fund
+
15.61%
+
15.16%
+
14.48%
Benchmark
+
16.89%
+
15.94%
+
13.55%
Fund
vs
Benchmark
-
1.28%
-
0.78%
+
0.93%
12
Months
Fund
+
15.28%
+
14.95%
+
14.23%
Benchmark
+
19.59%
+
23.13%
+
18.53%
Fund
vs
Benchmark
-
4.31%
-
8.18%
-
4.30%
3
Years
Fund
+
5.13%
+
2.81%
+
5.81%
Benchmark
+
14.60%
+
7.63%
+
6.10%
Fund
vs
Benchmark
-
9.47%
-
4.82%
-
0.29%
5
Years
Fund
+
10.46%
+
8.57%
+
8.29%
Benchmark
+
12.31%
+
9.71%
+
4.22%
Fund
vs
Benchmark
-
1.85%
-
1.14%
+
4.07%
10
Years
Fund
+
12.30%
+
11.18%
N/A
Benchmark
+
12.86%
+
11.53%
N/A
Fund
vs
Benchmark
-
0.56%
-
0.35%
N/A
Since
Inception
Fund
+
9.46%
+
11.66%
+
9.59%
Benchmark
+
8.23%
+
10.99%
+
7.67%
Fund
vs
Benchmark
+
1.23%
+
0.67%
+
1.92%
Cumulative
Since
Inception
Fund
+
627.94%
+
275.55%
+
142.27%
Benchmark
+
467.42%
+
249.40%
+
104.12%
Fund
vs
Benchmark
+
160.52%
+
26.15%
+
38.15%
Inception
Date
07/16/2001
07/01/2011
11/01/2013
2
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2023
Dear
Fellow
Shareholders,
This
letter
pertains
to
the
DF
Dent
Premier
Growth
Fund
(the
“Fund”)
while
the
following
two
letters
pertain
to
the
DF
Dent
Midcap
Growth
Fund
and
the
DF
Dent
Small
Cap
Growth
Fund,
respectively.
During
the
Fund’s
life
over
the
past
22
years,
we
have
had
three
recessions
(including
the
“Great
Recession”),
five
national
elections
as
well
as
a
failed
insurrection,
one
pandemic,
four
U.S.
Presidents,
four
Chairs
of
the
Federal
Reserve,
ongoing
military
conflicts
in
the
Mideast
and
Asia,
two
short
bear
markets,
and
a
decade-plus
bull
market
that
began
in
2009,
took
a
pause
during
the
pandemic
in
2020
before
returning
and
then
rolling
over
again
into
a
bear
market
in
2022.
The
most
recent
three
quarters
have
witnessed
a
recovery
from
that
bear
market
as
your
Fund
has
gained
22.95%.
This
has
improved
the
Fund’s
annual
return
since
inception
in
2001
to
+9.46%
from
+9.19%
reported
one
year
ago.
The
Fund’s
2023
fiscal
year
relative
performance
was
determined
both
by
what
it
did
not
own
and
what
it
did
own.
The
Fund’s
most
recent
one
year
return
of
+15.28%
lagged
its
benchmark’s,
the
S&P
500
(the
“Index”),
return
of
+19.59%.
The
Index
is
weighted
by
the
market
capitalizations
of
each
of
the
500
components.
On
an
equal-weighting
basis,
the
performance
of
the
Index
was
+13.7%
(source:
Bloomberg).
The
analysis
of
these
returns
is
described
later
in
this
report
within
the
Management
Discussion
of
Fund
Performance.
In
brief,
while
the
Fund
owned
three
(Amazon.com,
Inc.
(AMZN),
Alphabet,
Inc.
(GOOG/
GOOGL),
and
Microsoft
Corporation
(MSFT))
of
the
“Big
7”
mega
cap
technology
and
technology-related
companies
that
led
the
market
(Apple,
Inc.
(AAPL),
AMZN,
GOOG/
GOOGL,
MSFT,
Meta
Platforms,
Inc.
(META),
Nvidia
Corp.
(NVDA),
and
Tesla,
Inc.
(TSLA)),
the
Fund’s
weighting
of
those
three
was
11.00%
compared
with
the
“Big
7”
’s
27.45%
weighting
within
the
Index
on
June
30,
2023.
Those
three
stocks
that
the
Fund
does
own
(AMZN,
GOOG,
MSFT)
contributed
1.7%
to
the
Fund’s
return
last
year
compared
to
a
contribution
of
8.67%
from
the
“Big
7”
to
the
Index.
New
Investments
and
Deletions
We
added
eight
new
companies
to
the
Fund
over
the
past
year.
The
first
six
of
those
companies
described
below
achieved
positive
returns
during
the
year.
The
last
two
are
small
positions
and
experienced
modest
declines
as
of
June
30,
2023.
SiteOne
Landscape
Supply,
Inc.
(SITE)
is
the
largest
and
only
national
wholesale
distributer
of
commercial
and
residential
landscape
supplies
in
the
U.S.
SITE
has
been
consolidating
the
industry,
completing
more
than
80
acquisitions
over
the
last
eight
years
and
is
now
four
times
the
size
of
its
next
largest
competitor.
Still,
the
company’s
share
today
is
only
16%
of
an
estimated
$25B
addressable
market,
and
there
is
little
to
no
competition
from
other
buyers
for
incremental
acquisition
targets.
We
believe
there
is
significant
value
in
scale
for
distribution
models
and
we
expect
the
company
to
strengthen
its
position
further
as
it
continues
to
expand.
The
company
is
also
in
early
stages
of
significantly
improving
its
business
performance,
professionalizing
its
organization,
and
investing
for
better
customer
experience.
Led
by
a
highly
capable
management
team,
we
believe
the
company
will
continue
to
execute
soundly
on
that
strategy.
With
the
increases
in
interest
rates
over
the
course
of
2022
and
related
concerns
about
how
that
will
impact
housing,
we
believe
SITE’s
valuation
has
become
increasingly
attractive.
We
see
a
long
runway
for
SITE
to
achieve
a
double-digit
compound
annual
growth
rate
(CAGR)
in
earnings
including
organic
growth
and
M&A.
3
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2023
West
Pharmaceutical
Services,
Inc.
(WST)
is
a
leading
global
manufacturer
of
high-quality
integrated
containment
and
delivery
solutions
for
injectable
drugs.
It
has
a
dominant
position
in
the
elastomer
(e.g.,
rubber)
niche
of
the
primary
packaging
and
components
market
for
injectable
drugs.
WST
helps
pharmaceutical
and
biotech
companies
deliver
drugs
in
a
fast,
compliant,
and
cost-efficient
manner
while
ensuring
sterility
for
sensitive
molecules.
WST’s
products
are
highly
regulated
due
to
potential
safety
issues
and
typically
represent
a
low-single-digit
percentage
of
their
customers’
overall
manufacturing
costs.
These
attributes
make
WST’s
products
very
sticky
with
high
switching
costs.
The
company
is
well-positioned
to
benefit
from
an
increasing
trend
towards
biologics
and
customized
medicine
that
need
special
packaging,
delivery,
and
sterility,
which
many
manufacturers
cannot
accomplish
cost-effectively
in-house.
We
believe
WST
is
likely
to
compound
its
earnings
per
share
(EPS)
at
a
low-teens
rate
annually
for
a
long
period
of
time.
Monolithic
Power
Systems,
Inc.
(MPWR)
is
a
founder-led,
innovative,
semiconductor
company
that
is
growing
rapidly
off
a
relatively
small
base.
MPWR’s
key
products
are
programmable
power
management
integrated
circuits
which
help
regulate
the
flow
of
electrical
current.
Because
MPWR
has
programmable
solutions,
one
of
its
stock
keeping
units
(SKUs)
1
can
do
the
same
work
as
13
Texas
Instruments
SKUs,
making
most
of
MPWR’s
products
high-volume
by
design.
All
else
equal,
MPWR
power
solutions
have
double
the
power
density
and
take
up
half
the
space
on
a
circuit
board.
Key
end
markets
include
Auto,
Enterprise
Data
and
Storage
&
Compute
where
system
designers
want
the
smallest,
most
power
efficient
solution
possible.
It
seems
that
MPWR
can
continue
to
outgrow
its
end
markets
both
by
gaining
share
relative
to
legacy
providers
and
by
moving
up
the
value
chain
with
increasingly
sophisticated
and
integrated
engineered
solutions.
The
Sherwin-Williams
Co.
(SHW)
is
a
global
leader
in
the
paints
and
coatings
industry.
It
develops,
manufactures,
distributes,
and
sells
paint,
coatings
and
related
products
to
professional,
industrial,
commercial
and
retail
customers.
The
company’s
maniacal
focus
on
driving
customer
success
combined
with
its
portfolio
of
well-known
brands
and
controlled
distribution
model
are
likely
to
serve
as
sustainable
sources
of
significant
competitive
advantage.
SHW
along
with
its
peers
has
so
far
successfully
exhibited
nominal
pricing
power
with
an
ability
to
maintain
higher
prices
even
after
the
price
of
raw
materials
decline
to
normal
levels.
SHW
is
likely
to
benefit
from
a
gradual
shift
towards
DFM
(Do-it-For-Me)
customers.
An
under-supply
of
homes
since
the
GFC,
an
aging
housing
stock,
and
the
potential
for
strong
household
formation
within
the
Millennials
and
Gen
Z
population,
are
some
of
the
key
factors
that
bode
well
for
SHW’s
growth
prospects
over
the
next
decade.
We
expect
SHW
to
compound
its
EPS
at
a
low-double-digit
to
low-teens
rate
over
the
next
five
years.
Old
Dominion
Freight
Line,
Inc.
(ODFL)
is
the
leading
Less-than-Truckload
(LTL)
carrier
with
respect
to
revenue
growth,
profitability,
and
management.
The
company’s
growth
has
been
driven
by
its
ability
to
deliver
a
superior
service
product
at
a
fair
price
to
customers
who
value
service.
ODFL’s
profitability
has
been
driven
by
their
superior
service
allowing
them
to
obtain
a
fair
price
as
well
as
operations
that
are
probably
best-in-class.
ODFL
has
room
to
continue
growing
via
market
share
gains
and
should
benefit
from
the
slow
but
steady
trend
of
LTL
industry
consolidation.
WNS
Holdings,
Ltd.,
ADR
(WNS)
is
a
leading
global
business
process
outsourcing
(BPO)
and
business
process
management
(BPM)
company
based
in
Mumbai,
India.
WNS
offers
specialized
vertically
focused
outsourcing
solutions
that
are
tailored
to
specific
industries
(e.g.,
banks,
cargo
shippers,
travel
providers)
as
well
as
horizontal
solutions
that
are
sold
to
clients
across
industries.
Clients
are
attracted
to
WNS
by
its
function-
specific
execution
expertise,
capacity
to
increase
productivity,
and
the
cost
benefits
related
to
WNS’
presence
4
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2023
in
low-cost
countries.
Over
time,
WNS’
offerings
have
shifted
from
a
model
based
on
labor
arbitrage
to
a
model
based
on
superior
technology
use
which
often
enables
WNS
to
achieve
better
outcomes
relative
to
those
that
clients
could
achieve
themselves.
We
see
WNS
as
a
well-managed
company
that
should,
incorporating
some
conservatism,
provide
low-double-digit
EPS
compounding
over
the
next
five
years
and
potentially
longer.
Sprout
Social,
Inc.
(SPT)
is
a
software
company
based
in
Chicago
that
enables
businesses
to
manage
their
social
media
presence
in
one
central
location
for
the
most
prominent
networks,
including
Facebook,
Instagram,
Twitter,
LinkedIn,
Google,
Reddit,
Glassdoor
and
YouTube.
Sprout’s
platform
helps
to
unlock
the
commercial
value
of
social
media,
an
increasingly
important
communication
channel,
by
providing
businesses
insights
and
analytics
around
publishing,
engagement,
social
listening
and
social
commerce.
Led
by
co-founder
and
CEO
Justyn
Howard,
Sprout
has
a
unique
in-bound
sales
model
whereby
more
than
~80%
of
revenue
from
new
customers
in
2022
was
from
unpaid
channels.
In
addition
to
a
very
efficient
sales
model,
Sprout
is
differentiated
by
its
easy-to-trial
and
easy-to-support
platform
which
leverages
a
single
unified
code-base.
We
believe
the
market
that
Sprout
serves
is
in
the
early
adoption
phase
and
that
the
company
can
continue
to
grow
its
revenues
20%+
for
the
next
several
years
while
leveraging
its
cost
structure.
Endava
PLC
(DAVA)
is
a
technology
services
provider
which
focuses
on
enabling
companies’
digital
transformations.
Endava
designs,
builds,
and
maintains
custom
technology
solutions
which
serve
a
diverse
range
of
functions,
from
web
development
to
inventory
management
to
payment
acceptance.
The
company
delivers
its
services
through
a
“nearshore”
model
2
with
the
majority
of
employees
located
in
lower-cost
but
close-proximity
countries
such
as
Romania
for
Europe
delivery.
As
technology
solutions
become
more
advanced
and
pervasive,
companies
increasingly
rely
on
services
firms
like
Endava.
We
believe
Endava
is
a
fundamentally
good
business
because
of
the
essential,
complex
nature
of
the
services
it
provides
and
long-duration
tailwinds.
We
are
especially
impressed
by
the
company’s
execution
and
the
ability
to
grow
its
business
into
new
industries
and
geographies.
We
believe
Endava
can
compound
EPS
at
a
20%+
rate
over
the
next
five-ten
years.
The
following
companies
were
eliminated
from
the
Fund
as
sources
of
funds
for
the
above
purchases:
Azenta,
Inc.
(AZTA),
Cable
One,
Inc.
(CABO),
IDEXX
Laboratories,
Inc.
(IDXX),
Okta
Inc.
(OKTA),
Shopify,
Inc.
(SHOP),
and
Teleflex
Incorporated
(TFX).
IDXX’s
fundamentals
remain
quite
strong,
but
the
stock’s
valuation
reached
a
level
which
we
felt
left
little
room
for
additional
above-market
appreciation.
The
new
investments
appeared
to
offer
superior
growth
prospects
versus
AZTA,
CABO,
OKTA,
SHOP,
and
TFX.
Expense
Ratio
Management
The
gross
operating
expense
ratio
for
the
Fund
is
1.10%.
Effective
with
the
November
1,
2019
Prospectus,
the
Fund’s
Adviser
agreed
to
reimburse
expenses
and
waive
management
fees
so
that
the
annual
net
expense
ratio
does
not
exceed
0.99%.
Your
Adviser
has
extended
this
agreement
through
October
31,
2023.
The
history
of
expense
reimbursements
and
management
fee
waivers
by
the
Adviser
is
shown
below:
1
SKU,
short
for
stock
keeping
unit,
is
a
unique
code
consisting
of
letters
and
numbers
that
identify
characteristics
about
each
product.
SKUs
are
used
by
retailers
to
identify
and
track
its
inventory.
2
A
nearshore
model
is
the
practice
of
getting
work
done
or
services
performed
by
people
in
neighboring
countries
rather
than
an
organization’s
own
country
or
offshoring
overseas.
5
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2023
Portfolio
Turnover
3
Annual
portfolio
turnover
since
inception
has
been
as
follows:
2002
4
0%
2009
16%
2016
20%
2003
14%
2010
8%
2017
13%
2004
20%
2011
21%
2018
16%
2005
7%
2012
14%
2019
23%
2006
25%
2013
19%
2020
23%
2007
17%
2014
25%
2021
14%
2008
21%
2015
25%
2022
18%
2023
20%
3
Percentage
calculated
based
on
total
value
of
long
term
investments.
4
The
Fund
commenced
operations
on
July
16,
2001
with
its
initial
fiscal
year
ending
on
June
30,
2002.
The
average
annual
portfolio
turnover
over
the
Fund’s
22-year
history
is
17.2%.
We
believe
these
low
turnover
rates
are
consistent
with
our
investment
strategy
of
holding
positions
for
long
periods
and
minimizing
transaction
expenses
for
shareholders.
Brokerage
expenses
for
this
fiscal
year’s
trading
again
amounted
to
less
than
one
cent
per
share
of
your
Fund
based
upon
the
6.03
million
shares
outstanding
as
of
June
30,
2023.
Thus,
trading
expenses
remained
low
owing
to
low
portfolio
turnover.
Year
Ending
Expense
Reimbursement
Management
Fee
Waived
06/30/02
$
60,201
$
60,019
06/30/03
38,066
90,163
06/30/04
–
129,060
06/30/05
–
141,907
06/30/06
–
142,664
06/30/07
–
161,128
06/30/08
–
95,665
06/30/09
–
234,053
06/30/10
–
204,148
06/30/11
–
211,784
06/30/12
–
240,847
06/30/13
–
235,380
06/30/14
–
220,476
06/30/15
–
175,996
06/30/16
–
135,822
06/30/17
–
123,930
06/30/18
–
146,156
06/30/19
–
163,859
06/30/20
–
313,721
06/30/21
–
400,966
06/30/22
–
383,052
06/30/23
–
309,122
Total
$
98,267
$
4,319,918
6
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2023
Asset
Allocation
5
5
Percentage
calculated
based
on
total
value
of
investments.
For
the
above
table,
we
define
the
Mid
Capitalization
range
as
$3.0
billion
to
$20.0
billion
and
define
Small
and
Large
Capitalizations
as
below
and
above
this
range,
respectively.
As
of
12/31/21,
we
defined
Mega
Capitalization
as
companies
with
market
capitalizations
over
$100
billion
and
Large
Capitalization
as
companies
with
market
capitalizations
in
the
$20.0
billion
to
$100.0
billion
range.
Three
holdings,
Microsoft
(MSFT),
Alphabet
(GOOG),
and
Amazon
(AMZN)
in
fact
had
market
capitalizations
exceeding
$1
trillion.
The
appreciation
of
Small
Capitalization
companies
in
your
Fund
resulted
in
many
“graduating”
to
Mid-
Capitalization
and
leaving
minimal
Small
Capitalization
representation
since
2019.
Concentration
The
Fund’s
concentration
in
its
top
10
holdings
is
as
follows:
Our
thought
process
is
that
if
we
invest
3%
in
a
stock
at
a
price
of
$40,
should
we
maintain
a
4.5%
position
in
the
same
company
when
its
valuation
is
50%
higher
and
the
stock
reaches
$60?
Do
we
want
a
50%
larger
Mega
Capitalization
Large
Capitalization
Mid
Capitalization
Small
Capitalization
Reserve
Funds
Total
Fund
06/30/13
0.0%
51.3%
40.4%
5.6%
2.7%
100.00%
06/30/14
0.0%
75.5%
21.8%
2.5%
0.2%
100.00%
06/30/15
0.0%
46.5%
38.9%
12.3%
2.3%
100.00%
06/30/16
0.0%
53.4%
35.1%
11.4%
0.1%
100.00%
06/30/17
0.0%
62.8%
29.3%
7.9%
0.0%
100.00%
06/30/18
0.0%
72.2%
18.5%
9.2%
0.1%
100.00%
06/30/19
0.0%
77.6%
11.3%
8.6%
2.5%
100.00%
06/30/20
0.0%
69.7%
28.0%
2.2%
0.1%
100.00%
06/30/21
0.0%
76.2%
23.4%
0.0%
0.4%
100.00%
06/30/22
41.0%
38.7%
20.2%
0.0%
0.1%
100.00%
06/30/23
33.0%
46.8%
18.4%
1.3%
0.5%
100.00%
%
of
the
Fund
Average
Size
of
Top
10
06/30/13
44.95%
4.50%
06/30/14
42.36%
4.20%
06/30/15
42.80%
4.30%
06/30/16
4
3
.92%
4.4
0%
06/30/17
43.71%
4.40%
06/30/18
40.89%
4.10%
06/30/19
38.17%
3.80%
06/30/20
39.59%
4.00%
06/30/21
39.32%
3.90%
06/30/22
45.82%
4.60%
06/30/23
40.86%
4.09%
7
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2023
position
at
a
50%
higher
valuation?
When
the
answer
is
“No,”
such
stocks
become
trim
candidates,
and
the
gain
is
recycled
into
companies
with
more
attractive
valuations.
As
of
June
30,
2023,
your
Fund’s
holdings
may
be
considered
reasonably
diversified.
The
SEC’s
specific
parameter
considers
a
mutual
fund
diversified,
among
other
factors,
if
a
limited
number
of
holdings
represent
more
than
5%
of
the
total
assets
of
the
investment
management
company.
As
of
June
30,
2023,
no
holding
in
the
Fund
exceeded
the
5%
threshold.
As
discussed
at
the
end
of
the
Management
Discussion
and
Financial
Performance
later
in
this
report,
this
concentration
in
the
largest
positions
has
aided
performance
in
both
2021
and
2023
fiscal
years,
good
market
years,
as
well
as
in
2022,
a
poor
market
year.
Portfolio
Considerations
and
Market
Commentary
Portfolio
Considerations
The
Fund’s
Adviser’s
goal
has
been
to
outperform
the
market
as
measured
by
the
Index,
which
has
been
accomplished
over
the
life
of
the
Fund.
There
are
quarters
and
years
(such
as
fiscal
2023)
when
other
strategies
will
outperform
your
Fund.
“Active
Share”
is
a
good
way
to
measure
the
degree
to
which
a
fund
differs
from
a
benchmark
such
as
the
Index.
Active
Share
compares
the
weightings
of
each
portfolio
holding
with
those
weightings
in
the
benchmark.
An
Active
Share
of
100%
would
mean
that
100%
of
the
portfolio
is
different
from
the
benchmark,
while
an
Active
Share
of
0%
would
mean
that
the
portfolio
is
exactly
the
same
as
the
benchmark,
a
total
absence
of
active
management.
The
Fund’s
Active
Share
on
06/30/2023
was
85.86%,
meaning
that
percentage
of
the
Fund
was
different
from
the
Index.
As
previously
presented,
the
Fund’s
most
recent
12-month
return
was
+15.28%
versus
+19.59%
for
the
Index.
Excluding
the
performance
contribution
from
the
Big
7,
the
return
for
your
Fund
was
+
13.58%
versus
+10.92%
for
the
Index
6
.
Market
Commentary
The
arrival
of
the
COVID-19
pandemic
in
early
2020
brought
an
11-year
bull
market
to
an
abrupt
halt.
Stimulative
fiscal
and
monetary
policies
were
implemented
to
counteract
the
economic
damage
from
the
pandemic.
These
policies
were
largely
successful
as
the
pandemic
abated
by
the
summer
of
2022
but
at
a
price
which
was
the
highest
inflation
in
the
past
40
years.
The
Federal
Reserve
embarked
upon
what
has
become
the
most
rapid
increase
in
interest
rates
in
modern
history
in
order
to
cool
down
this
inflation
in
the
hot
economy.
By
the
end
of
your
Fund’s
fiscal
year
(06/30/2023),
year-to-year
inflation
rates
were
steadily
declining
(disinflation).
6
Source:
FactSet
Attribution
data;
Performance
returns
excluding
the
impact
of
the
Big
7
(Apple,
Inc.
(AAPL),
AMZN,
GOOG/
GOOGL,
MSFT,
Meta
Platforms,
Inc.
(META),
Nvidia
Corp.
(NVDA),
and
Tesla,
Inc.
(TSLA)
were
calculated
by
subtracting
the
weighted
contribution
to
return
of
the
each
of
the
Big
7
stocks
held
in
the
Fund
and
the
Index
from
the
Fund
and
Index
net
total
return
for
the
fiscal
year.
8
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2023
Although
the
consensus
outlook
in
January
2023
was
for
a
recession
around
mid-year
resulting
from
these
higher
interest
rates,
the
economy
proved
to
be
unusually
resilient.
By
the
end
of
the
Fund’s
fiscal
year
in
June,
the
resilient
economy,
disinflation,
and
the
prospect
of
a
more
“dovish”
Federal
Reserve
had
all
contributed
to
a
strong
stock
market.
Your
Fund’s
Adviser
sees
the
much-anticipated
recession
being
deferred,
not
cancelled,
into
the
first
half
of
2024.
We
expect
that
the
Federal
Reserve
will
maintain
interest
rates
at
current
or
slightly
higher
levels
indefinitely
until
there
are
signs
of
a
weakening
economy.
Reducing
rates
too
early
could
risk
losing
the
disinflationary
progress
of
the
past
12
months,
thus
letting
the
inflation
genie
back
out
of
the
bottle.
The
mid
2023
market
strength
seems
to
anticipate
the
continuation
of
disinflation,
a
resilient
economy
with
a
soft
landing
(i.e.,
the
Fed
being
able
to
bring
down
inflation
without
significantly
slowing
the
economy),
and
an
eventual
pivot
in
interest
rates
to
lower
levels.
This
could
be
positive,
but
there
is
still
the
expectation
of
a
recession
in
2024.
Ironically,
that
expectation
of
a
recession
could
be
positive
in
turn
since
it
would
diminish
the
any
overexuberance
that
could
cause
the
markets
to
become
overvalued.
Although
your
Fund
was
underinvested
in
the
mega
cap
high
technology
and
technology
related
companies
known
as
the
Big
7
that
led
the
Index
this
past
year
and
distorted
returns,
we
have
added
some
attractive
growth
companies
to
the
portfolio,
as
earlier
described,
that
the
Adviser
believes
are
run
by
talented
management
teams
and
are
targeting
promising
market
opportunities.
Once
again,
we
are
grateful
for
your
continued
confidence
in
the
Fund
and
will
work
diligently
in
managing
your
investment.
Respectively
Submitted,
Daniel
F.
Dent
Bruce
L.
Kennedy
Matthew
F.
Dent
Gary
D.
Mitchell
9
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2023
IMPORTANT
INFORMATION:
Investing
involves
risks,
including
the
possible
loss
of
principal.
The
Fund
may
invest
in
small
and
medium
size
companies.
Investments
in
these
companies,
especially
smaller
companies,
carry
greater
risk
than
is
customarily
associated
with
larger
companies
for
various
reasons
such
as
increased
volatility
of
earnings
and
prospects,
narrower
markets,
limited
financial
resources
and
less
liquid
stock.
The
Fund
will
typically
invest
in
the
securities
of
fewer
issuers.
If
the
Fund’s
portfolio
is
over
weighted
in
a
sector,
any
negative
development
affecting
that
sector
will
have
a
greater
impact
on
the
Fund
than
a
fund
that
is
not
over
weighted
in
that
sector.
The
S&P
500®
Index
is
a
broad-based,
unmanaged
measurement
of
changes
in
stock
market
conditions
based
on
the
average
of
500
widely
held
stocks.
The
Russell
Midcap
Growth
Index
measures
the
performance
of
the
mid-cap
growth
segment
of
the
U.S.
equity
universe.
It
includes
those
Russell
Midcap
Index
companies
with
higher
price-to-book
ratios
and
higher
forecasted
growth
values.
The
Russell
2000
Growth
Index
measures
the
performance
of
the
small
cap
growth
segment
of
the
U.S.
equity
universe.
It
includes
those
Russell
Small
Cap
Index
companies
with
higher
price-to-book
ratios
and
higher
forecasted
growth
values.
One
cannot
invest
directly
in
an
index.
10
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
MANAGEMENT
DISCUSSION
OF
FUND
PERFORMANCE
(Unaudited)
JUNE
30,
2023
Recent
Performance
For
the
fiscal
year
ending
June
30,
2023,
the
DF
Dent
Premier
Growth
Fund
(the
“Fund”)
experienced
a
net
total
return
of
+15.28%
versus
a
net
total
return
of
+19.59%
for
the
S&P
500
Index
(the
“Index”),
the
benchmark
we
use
for
performance
comparisons.
Performance
versus
the
Index
for
various
periods
ending
June
30,
2023
was
as
follows:
Past
performance
is
not
indicative
of
future
performance.
Much
has
been
written
recently
regarding
the
narrowness
of
the
market
whereby
a
few
large
high
tech
companies
have
dominated
popular
benchmarks
and
performance.
The
“Big
7”,
which
include
Apple,
Inc.
(AAPL),
Amazon.
com,
Inc.
(AMZN),
Alphabet,
Inc.
(GOOG/GOOGL),
Tesla,
Inc.
(TSLA),
Meta
Platforms,
Inc.
(META),
Nvidia
Corp.
(NVDA),
and
Microsoft
Corp.
(MSFT),
collectively
represented
27.54%
of
the
Index
at
year
end
and
+8.46%
of
the
Index’s
+19.59%
return
for
the
year
ended
on
06/30/2023.
The
Fund
owned
AMZN
(4.93%),
GOOG/GOOGL
(2.55%),
and
MSFT
(3.52%)
but
at
much
lower
weightings
than
the
Index.
These
three
companies
contributed
a
combined
+1.70%
to
your
Fund’s
2023
performance
of
+15.28%
while
they
contributed
+2.82%
to
the
Index’s
+19.59%
performance.
As
shown
below
in
the
following
table,
the
remaining
four
companies
within
the
“Big
7”
contributed
+5.65
%
of
the
Index’s
trailing
12
months
performance.
The
remainder
of
the
Fund’s
investments
excluding
the
Big
7
have
outperformed
the
remainder
of
the
Index
excluding
the
Big
7
(call
it
the
S&P
493)
by
+13.58%
(15.28-1.70%)
to
+11.13%
(19.59-8.46%).
Market
Factors
In
the
2022
Annual
Report
one
year
ago
we
listed
the
following
5
factors
impacting
the
“
Annus
Horribilis
”
for
stocks:
1.
Interest
rates
2.
Inflation
3.
Supply
disruption
and
lock
downs
4.
Sector
rotation
away
from
growth
5.
The
Russia/Ukraine
War
Period
Ending
06/30/2023
DF
Dent
Premier
Growth
Fund
S&P
500
Index
Outperformance
(Underperformance)
Six
Months
+
15.61
%
+
16.89
%
-
1.28
%
Twelve
Months
+
15.28
%
+
19.59
%
-
4.31
%
Three
Years
(annualized)
+
5.
13
%
+
14
.60
%
-
9.
4
7
%
Five
Years
(annualized)
+
10.46
%
+
12
.31
%
-
1.85
%
Ten
Years
(annualized)
+
12.
30
%
+
12.8
6
%
-
0.
56
%
The
”Big
7”
Contribution
to
the
Fund
Contribution
to
the
Index
AMZN,
GOOG/GOOGL,
MSFT
+
1.70%
+
2.81%
AAPL,
NVDA,
META,
TSLA
+
0.00%
+
5.65%
Total
+
1.70%
+
8.46%
11
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
MANAGEMENT
DISCUSSION
OF
FUND
PERFORMANCE
(Unaudited)
JUNE
30,
2023
What
has
changed
since
then,
resulting
in
a
double-digit
return
in
equities?
1.
Interest
Rates
:
From
June
30,
2022
to
June
30,
2023
the
Federal
Reserve
increased
its
target
range
for
federal
funds
from
0.75-1.00%
to
5.00
-
5.25%,
a
+4.25%
increase.
The
successive
monthly
rate
increases
became
the
most
rapid
increase
in
interest
rates
in
modern
history
until
the
Fed’s
“pause”
in
June
of
2023.
5%
returns
from
bonds
became
competitive
with
stocks
for
the
first
time
in
years.
While
the
outlook
for
increasing
interest
rates
continued
into
the
first
quarter
of
the
Fund’s
fiscal
year
exerting
downward
pressure
on
equities,
the
final
three
quarters
of
the
year
experienced
stocks
rallying
as
the
market
narrative
shifted
from
interest
rates
going
“higher
for
longer”
to
disinflation
(declining
rates
of
inflation)
and
economic
resilience.
2.
Inflation
:
Although
the
Fed’s
goal
of
2%
inflation
seems
to
be
a
reach,
disinflation
does
seem
to
have
set
in
with
monthly
declines
in
the
Consumer
Price
Index
(CPI)
from
the
mid
2022
high
of
9.1%.
This
in
turn
has
contributed
to
the
narrative
mentioned
above.
3.
Supply
disruption
and
lock
down
:
Supply
disruption
is
still
a
challenge
for
many
companies,
but
the
economy’s
resilience
as
COVID
becomes
less
prevalent
combined
with
a
strong
labor
market
has
sustained
the
economy.
The
lock
downs
in
China
have
largely
ended
while
its
economy
cools
down.
4.
Sector
rotation
away
from
growth
:
With
the
exception
of
the
market’s
narrowing
focus
on
the
“Big
7”
discussed
above,
the
rotation
away
from
growth
appears
to
have
run
its
course
after
the
growth
sector
outperformed
in
the
2017
to
2020
timeframe.
5.
The
Russia/Ukraine
War
:
Unfortunately,
there
seems
to
be
little
movement
as
this
war
drags
on.
There
are
daily
ups
and
downs,
but
the
end
of
this
conflict
seems
just
as
distant
as
one
year
ago.
Sector
Weightings
and
Attribution
as
of
Period
Ending
June
30,
2023
1.
Industrials
:
The
Fund’s
largest
weighting
of
21.5%
versus
8.5%
for
the
Index
at
year
end
was
in
Industrials.
This
sector
delivered
a
+42.63%
return
for
the
year
compared
with
a
24.63%
return
for
this
Sector
within
the
Index.
All
nine
companies
in
this
sector
contributed
positive
returns
for
the
Fund,
led
by
a
+72.02%
return
from
TransDigm
Group
Incorporated
(TDG),
a
+51.19%
return
from
SiteOne
Landscape
Supply,
Inc.
(SITE),
and
a
+47.90%
return
from
WillScot
Mobile
Mini
Holdings
Corp.
(WSC).
2.
Health
Care
:
With
a
19.2%
weighting
within
the
Fund,
Health
Care
delivered
a
+12.23%
return
versus
a
+5.34%
return
within
the
Index.
Long-term
holdings,
Intuitive
Surgical,
Inc.
(ISRG)
and
IDEXX
Laboratories,
Inc.
(IDXX),
delivered
returns
of
+
71.15%
and
+32.93%,
respectively,
while
West
Pharmaceuticals,
Inc.
(WST),
a
new
position,
returned
+60.25%.
3.
Financials
:
At
a
weighting
of
16.4%
in
the
Fund
versus
12.4%
for
the
Index,
Financials
delivered
a
return
of
+21.75%
compared
with
+11.35%
for
the
Index.
Moody’s
Corporation
(MCO)
was
the
top
performer
at
+30.01%,
while
Visa,
Inc.
(V)
and
Mastercard
Incorporated
(MA)
moved
from
Information
Technology
to
Financials
and
returned
+25.92%
and
+25.75%,
respectively.
12
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
MANAGEMENT
DISCUSSION
OF
FUND
PERFORMANCE
(Unaudited)
JUNE
30,
2023
4.
Materials
:
Although
normally
a
smaller
Sector,
currently
at
9.2%
weighting
in
the
Fund,
Materials
contributed
nicely
to
the
Fund
with
a
+41.24%
return
compared
to
+15.45%
for
the
Index.
5.
Real
Estate
and
Consumer
Discretionary
made
small
positive
contributions
to
performance.
Communication
Services
and
Consumer
Staples
each
had
a
small
negative
impact
upon
performance.
6.
Information
Technology
:
As
written
above
under
Recent
Performance
,
underinvestment
in
this
Sector
explained
the
Fund’s
underperformance
for
the
year.
From
beginning
to
year
end,
your
Fund’s
position
in
Information
Technology
went
from
26.4%
to
16.4%
while
the
Index
went
from
23.8%
to
28.3%.
At
year
end
on
June
30,
2023,
AAPL,
which
the
Fund
did
not
hold
during
the
year,
had
a
market
capitalization
that
reached
$3
trillion,
higher
than
the
entire
capitalization
of
the
Russell
2000.
The
transfer
of
V
and
MA
from
Information
Technology
to
Financials
within
the
Index
during
the
year
distorted
the
comparisons
for
both
the
Fund
and
the
Index.
That
increased
the
weighting
for
Financials
and
decreased
the
weighting
within
Information
Technology
for
both
your
Fund
and
the
Index.
The
following
bar
chart
displays
the
Fund’s
weighting
as
of
June
30,
2023
versus
each
of
the
11
Sectors
of
the
Index.
Source:
FactSet
13
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
MANAGEMENT
DISCUSSION
OF
FUND
PERFORMANCE
(Unaudited)
JUNE
30,
2023
Individual
Stock
Performance
The
below
table
shows
the
five
best
and
five
worst
contributors
to
the
Fund’s
performance
in
the
first
column.
The
second
column
then
shows
the
individual
performance
for
each
of
those
stocks
while
held
within
the
Fund.
The
distinction
is
that
the
first
column
includes
each
stock’s
weighting
within
the
Fund,
while
the
second
column
represents
each
stock’s
price
performance
while
held
within
the
Fund.
Therefore,
the
first
column
represents
the
portion
of
the
Fund’s
+15.28%
total
return
in
the
fiscal
year
attributable
to
each
stock.
Five
Best
Contributors:
Individual
Performance
1.
TransDigm
Group,
Inc.
+2.46%
+72.02%
2.
Intuitive
Surgical,
Inc.
+2.36%
+71.15%
3.
Vulcan
Materials
Co.
+1.64%
+60.22%
4.
Microsoft
Corp.
+1.33%
+33.39%
5.
Mastercard,
Inc.
+1.29%
+25.75%
Five
Worst
Contributors:
Individual
Performance
1.
Dollar
General
Corp.
-0.91%
-30.97%
2.
QUALCOMM,
Inc.
-0.87%
-15.41%
3.
SBA
Communications
Corp.
-0.79%
-27.56%
4.
American
Tower
Corp.
-0.55%
-22.88%
5.
Endava
PLC,
ADR
-0.45%
-40.93%
Capital
Gains
Distribution
Policy
Your
Fund
is
required
to
distribute
its
net
realized
capital
gains
each
year.
The
Fund
did
not
distribute
any
capital
gains
in
the
past
year.
The
record
of
capital
gains
distributions
per
share
since
inception
(07/16/2001)
follows:
December
Amount
per
Share
2005
$
0.10
2006
0.17
2007
0.24
2008
0.27
2015
3.32
2016
1.08
2017
2.85
2018
2.48
2019
2.61
2020
1.03
2021
3.64
Total
$
17.79
14
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
MANAGEMENT
DISCUSSION
OF
FUND
PERFORMANCE
(Unaudited)
JUNE
30,
2023
A
shareholder
who
initially
invested
$10.00
at
inception
(07/16/2001)
and
then
subsequently
reinvested
all
the
above
cash
distributions
in
additional
shares
at
the
time
of
each
distribution
would
have
accumulated
a
total
value
of
$72.79
($10
initial
investment
plus
$62.79
of
income
and
appreciation
of
reinvestments).
The
difference
between
$72.79
and
the
06/30/2023
share
price
of
$41.04
is
the
reinvestment
of
prior
cash
distributions
each
year
in
additional
shares
and
the
appreciation
of
those
reinvestments.
If
that
shareholder
had
invested
instead
$10.00
in
the
Index
at
inception,
the
total
value
before
deducting
the
Index
Fund’s
low
fees
would
have
been
$56.74
($10
initial
investment
plus
$46.74
income
and
appreciation
of
reinvestments).
This
is
the
result
of
reinvestment
of
distributions
in
shares
which
appreciated
over
the
years.
New
Holdings
and
Eliminations
The
preceding
Message
to
Our
Shareholders
describes
the
new
additions
to
the
Fund:
Monolithic
Power
Systems,
Inc.
(MPWR),
WNS
Holdings
Limited
(WNS),
Old
Dominion
Freight
Line,
Inc.
(ODFL),
SiteOne
Landscape
Supply,
Inc.
(SITE),
The
Sherwin-Williams
Company,
Inc.
(SHW),
West
Pharmaceutical
Services,
Inc.
(WST),
Endava
PLC
(DAVA),
and
Sprout
Social,
Inc.
(SPT).
Eliminations
include
IDEXX
Laboratories,
Inc.
(IDXX),
Okta,
Inc.
(OKTA),
Teleflex
Incorporated
(TFX),
and
Azenta
Inc.
(AZTA).
FIVE
LARGEST
EQUITY
HOLDINGS
June
30,
2023
2.48%
of
your
Fund’s
net
assets
were
responsible
for
48.10%
of
your
Fund’s
+15.28%
return
for
the
year
(+7.35%
divided
by
+15.28%).
The
point
to
be
made
is
that
the
concentration
in
the
five
largest
holdings
aided
performance.
Weighting,
which
is
sometimes
overlooked,
is
just
as
important
as
individual
performance.
The
Fund
did
not
invest
in
any
derivative
instruments
during
the
past
year.
The
views
in
this
report
were
those
of
the
Fund’s
Adviser
as
of
June
30,
2023,
and
may
not
reflect
the
Adviser’s
views
on
the
date
this
report
is
first
published
or
anytime
thereafter.
This
report
may
contain
discussions
about
certain
investments
both
held
and
not
held
in
the
portfolio
as
of
the
report
date.
All
current
and
future
holdings
are
subject
to
risk
and
are
subject
to
change.
While
these
views
are
intended
to
assist
shareholders
in
understanding
their
investment
in
the
Fund,
they
do
not
constitute
investment
or
tax
advice,
are
not
a
guarantee
of
future
performance
and
are
not
intended
as
an
offer
or
solicitation
with
respect
to
the
purchase
or
sale
of
any
security.
Quantity
Security
Total
Cost
Market
Value
Percent
of
Net
Assets
of
the
Fund
Percent
of
Contribution
to
2021
Return
93,747
Amazon.com.
$
5,812,926
$
12,220,859
4.94
%
+0.79
%
50,555
Vulcan
Materials
Co.
6,319,427
11,397,119
4.61
+1.64
12,268
TransDigm
Group,
Inc.
2,462,425
10,969,677
4.44
+2.46
45,493
Visa,
Inc.
789,740
10,803,678
4.37
+1.17
26,434
Mastercard,
Inc.
2,457,849
10,396,492
4.20
+1.29
$
17,842,367
$
55,787,825
22.56
%
+7.35
%
15
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
JUNE
30,
2023
The
following
chart
reflects
the
change
in
the
value
of
a
hypothetical
$10,000
investment,
including
reinvested
dividends
and
distributions,
in
the
DF
Dent
Premier
Growth
Fund
(the”Fund”)
compared
with
the
performance
of
the
benchmark,
S&P
500®
Index
("S&P
500”),
over
the
past
ten
fiscal
years.
The
S&P
500
is
a
broad-based
measurement
of
the
U.S.
stock
market
based
on
the
performance
of
500
widely
held
large
capitalization
common
stocks.
The
total
return
of
the
index
includes
the
reinvestment
of
dividends
and
income.
The
total
return
of
the
Fund
includes
operating
expenses
that
reduce
returns,
while
the
total
return
of
the
index
does
not
include
expenses.
The
Fund
is
professionally
managed,
while
the
index
is
unmanaged
and
is
not
available
for
investment.
Comparison
of
Change
in
Value
of
a
$10,000
Investment
DF
Dent
Premier
Growth
Fund
vs.
S&P
500®
Index
Performance
data
quoted
represents
past
performance
and
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
For
the
most
recent
month-end
performance,
please
call
(866)
233-3368.
As
stated
in
the
Fund’s
prospectus,
the
annual
operating
expense
ratio
(gross)
is
1.10%.
However,
the
Fund’s
Adviser has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
and
extraordinary
expenses)
to
0.99%,
through
October
31,
2023
(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,
or
(ii)
the
expense
cap
in
place
at
the
time
the
fees/expenses
were
waived/reimbursed.
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
will
increase
if
exclusions
from
the
Expense
Cap
apply.
During
the
year,
certain
fees
were
waived
and/or
expenses
reimbursed;
otherwise,
returns
would
have
been
lower.
The
performance
table
and
graph
do
not
reflect
the
deduction
of
taxes
that
a
shareholder
would
pay
on
Fund
distributions
or
the
redemption
of
Fund
shares.
Returns
greater
than
one
year
are
annualized.
Average
Annual
Total
Returns
Periods
Ended
June
30,
2023
One
Year
Five
Year
Ten
Year
DF
Dent
Premier
Growth
Fund
15.28%
10.46%
12.30%
S&P
500®
Index
19.59%
12.31%
12.86%
16
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
JUNE
30,
2023
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
June
30,
2023.
The
inputs
or
methodology
used
for
valuing
securities
are
not
necessarily
an
indication
of
the
risks
associated
with
investing
in
those
securities.
For
more
information
on
valuation
inputs,
and
their
aggregation
into
the
levels
used
in
the
table
below,
please
refer
to
the
Security
Valuation
section
in
Note
2
of
the
accompanying
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Common
Stock
-
99.4%
Communication
Services
-
2.6%
52,295
Alphabet,
Inc.,
Class C
(a)
$
6,326,126
Consumer
Discretionary
-
6.1%
93,747
Amazon.com,
Inc.
(a)
12,220,859
35,246
CarMax,
Inc.
(a)
2,950,090
15,170,949
Consumer
Staples
-
2.4%
35,000
Dollar
General
Corp.
5,942,300
Financials
-
16.5%
1,907
Markel
Group,
Inc.
(a)
2,637,724
26,434
Mastercard,
Inc.,
Class A
10,396,492
18,837
Moody's
Corp.
6,550,002
25,754
S&P
Global,
Inc.
10,324,521
45,493
Visa,
Inc.,
Class A
10,803,678
40,712,417
Health
Care
-
19.2%
108,648
Bio-Techne
Corp.
8,868,936
39,210
Danaher
Corp.
9,410,400
36,290
Illumina,
Inc.
(a)
6,804,012
19,291
Intuitive
Surgical,
Inc.
(a)
6,596,365
13,969
Thermo
Fisher
Scientific,
Inc.
7,288,326
25,803
Veeva
Systems,
Inc.,
Class A
(a)
5,102,027
9,000
West
Pharmaceutical
Services,
Inc.
3,442,230
47,512,296
Industrials
-
21.6%
56,819
CoStar
Group,
Inc.
(a)
5,056,891
91,929
Fastenal
Co.
5,422,892
48,776
HEICO
Corp.,
Class A
6,857,906
15,674
Old
Dominion
Freight
Line,
Inc.
5,795,461
31,710
SiteOne
Landscape
Supply,
Inc.
(a)
5,306,986
12,268
TransDigm
Group,
Inc.
10,969,677
11,410
Verisk
Analytics,
Inc.
2,579,002
42,987
Waste
Connections,
Inc.
6,144,132
72,500
WillScot
Mobile
Mini
Holdings
Corp.
(a)
3,464,775
23,200
WNS
Holdings,
Ltd.,
ADR
(a)
1,710,304
53,308,026
Information
Technology
-
16.4%
24,751
ANSYS,
Inc.
(a)
8,174,513
14,161
Atlassian
Corp.,
Class A
(a)
2,376,357
42,172
BlackLine,
Inc.
(a)
2,269,697
19,628
Crowdstrike
Holdings,
Inc.,
Class A
(a)
2,882,764
28,847
Endava
PLC,
ADR
(a)
1,493,986
83,100
Guidewire
Software,
Inc.
(a)
6,322,248
25,653
Microsoft
Corp.
8,735,873
5,750
Monolithic
Power
Systems,
Inc.
3,106,323
Shares
Security
Description
Value
Information
Technology
-
16.4%
(continued)
28,000
QUALCOMM,
Inc.
$
3,333,120
2,800
Sprout
Social,
Inc.,
Class A
(a)
129,248
17,700
Workiva,
Inc.
(a)
1,799,382
40,623,511
Materials
-
9.3%
37,886
Ecolab,
Inc.
7,072,937
16,669
The
Sherwin-Williams
Co.
4,425,953
50,555
Vulcan
Materials
Co.
11,397,119
22,896,009
Real
Estate
-
5.3%
14,375
American
Tower
Corp.
REIT
2,787,888
100,768
CBRE
Group,
Inc.,
Class A
(a)
8,132,985
9,867
SBA
Communications
Corp.
REIT
2,286,776
13,207,649
Total
Common
Stock
(Cost
$119,271,685)
245,699,283
Money
Market
Fund
-
0.9%
2,244,902
First
American
Treasury
Obligations
Fund,
Class X,
5.04%
(b)
(Cost
$2,244,902)
2,244,902
Investments,
at
value
-
100.3%
(Cost
$121,516,587)
$
247,944,185
Other
Assets
&
Liabilities,
Net
-
(0.3)%
(672,456)
Net
Assets
-
100.0%
$
247,271,729
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,
2023.
17
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
JUNE
30,
2023
The
Level
1
value
displayed
in
this
table
is
Common
Stock
and
a
Money
Market
Fund.
Refer
to
this
Schedule
of
Investments
for
a
further
breakout
of
each
security
by
industry.
Valuation
Inputs
Investments
in
Securities
Level
1
-
Quoted
Prices
$
247,944,185
Level
2
-
Other
Significant
Observable
Inputs
–
Level
3
-
Significant
Unobservable
Inputs
–
Total
$
247,944,185
PORTFOLIO
HOLDINGS
(Unaudited)
%
of
Total
Net
Assets
Communication
Services
2.6%
Consumer
Discretionary
6.1%
Consumer
Staples
2.4%
Financials
16.5%
Health
Care
19.2%
Industrials
21.6%
Information
Technology
16.4%
Materials
9.3%
Real
Estate
5.3%
Money
Market
Fund
0.9%
Other
Assets
&
Liabilities,
Net
(0.3)%
100.0%
18
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
STATEMENT
OF
ASSETS
AND
LIABILITIES
JUNE
30,
2023
ASSETS
Investments,
at
value
(Cost
$121,516,587)
$
247,944,185
Receivables:
Fund
shares
sold
9,384
Dividends
76,860
Prepaid
expenses
17,989
Total
Assets
248,048,418
LIABILITIES
Payables:
Fund
shares
redeemed
221,632
Accrued
Liabilities:
Investment
adviser
fees
506,717
Fund
services
fees
11,241
Other
expenses
37,099
Total
Liabilities
776,689
NET
ASSETS
$
247,271,729
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
92,946,622
Distributable
Earnings
154,325,107
NET
ASSETS
$
247,271,729
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
6,024,808
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE
$
41.04
19
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
STATEMENT
OF
OPERATIONS
YEAR
ENDED
JUNE
30,
2023
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$8,073)
$
1,770,859
Total
Investment
Income
1,770,859
EXPENSES
Investment
adviser
fees
2,541,990
Fund
services
fees
184,409
Custodian
fees
28,188
Registration
fees
22,235
Professional
fees
48,185
Trustees'
fees
and
expenses
10,474
Other
expenses
56,780
Total
Expenses
2,892,261
Fees
waived
(351,222)
Net
Expenses
2,541,039
NET
INVESTMENT
LOSS
(770,180)
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
on
investments
37,920,230
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
(2,000,808)
NET
REALIZED
AND
UNREALIZED
GAIN
35,919,422
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
35,149,242
20
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
For
the
Years
Ended
June
30,
2023
2022
OPERATIONS
Net
investment
loss
$
(770,180)
$
(2,296,922)
Net
realized
gain
37,920,230
9,591,538
Net
change
in
unrealized
appreciation
(depreciation)
(2,000,808)
(97,488,548)
Increase
(Decrease)
in
Net
Assets
Resulting
from
Operations
35,149,242
(90,193,932)
DISTRIBUTIONS
TO
SHAREHOLDERS
Total
Distributions
Paid
–
(30,915,090)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares
5,639,980
25,264,827
Reinvestment
of
distributions
–
29,644,714
Redemption
of
shares
(72,453,023)
(85,788,741)
Redemption
fees
–
7
Decrease
in
Net
Assets
from
Capital
Share
Transactions
(66,813,043)
(30,879,193)
Decrease
in
Net
Assets
(31,663,801)
(151,988,215)
NET
ASSETS
Beginning
of
Year
278,935,530
430,923,745
End
of
Year
$
247,271,729
$
278,935,530
SHARE
TRANSACTIONS
Sale
of
shares
151,835
550,556
Reinvestment
of
distributions
–
621,873
Redemption
of
shares
(1,963,102)
(1,990,603)
Decrease
in
Shares
(1,811,267)
(818,174)
21
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
FINANCIAL
HIGHLIGHTS
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year
.
For
the
Years
Ended
June
30,
2023
2022
2021
2020
2019
NET
ASSET
VALUE,
Beginning
of
Year
$
35.60
$
49.79
$
38.91
$
35.75
$
32.13
INVESTMENT
OPERATIONS
Net
investment
loss
(a)
(0.11)
(0.27)
(0.25)
(0.11)
(0.16)
Net
realized
and
unrealized
gain
(loss)
5.55
(10.28)
12.16
5.88
6.26
Total
from
Investment
Operations
5.44
(10.55)
11.91
5.77
6.10
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
–
(3.64)
(1.03)
(2.61)
(2.48)
Total
Distributions
to
Shareholders
–
(3.64)
(1.03)
(2.61)
(2.48)
REDEMPTION
FEES(a)
–
0.00(b)
0.00(b)
–
–
NET
ASSET
VALUE,
End
of
Year
$
41.04
$
35.60
$
49.79
$
38.91
$
35.75
TOTAL
RETURN
15.28%
(23.05)%
30.96%
16.82%
21.14%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
247,272
$
278,936
$
430,924
$
343,711
$
212,004
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.30)%
(0.58)%
(0.57)%
(0.30)%
(0.51)%
Net
expenses
0.99%
0.99%
0.99%
1.00%
1.07%
Gross
expenses
(c)
1.13%
1.10%
1.11%
1.15%
1.20%
PORTFOLIO
TURNOVER
RATE
20%
18%
14%
23%
23%
footertext
(a)
Calculated
based
on
average
shares
outstanding
during
each
year.
(b)
Less
than
$0.01
per
share.
(c)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
22
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2023
Dear
Fellow
Shareholders:
We
would
like
to
welcome
new
Fund
shareholders
and
thank
long-term
shareholders
for
their
continued
confidence
in
the
DF
Dent
Midcap
Growth
Fund
(the
“Fund”).
Performance
For
the
period
July
1,
2022,
through
June
30,
2023,
the
Fund
experienced
a
total
return
of
+14.94%
for
Investor
Shares,
+14.95%
for
Institutional
Shares,
and
+15.02%
for
Institutional
Plus
Shares,
underperforming
the
total
return
of
+23.13%
for
the
Russell
Midcap
Growth
Index
(the
“Index”),
which
is
the
benchmark
we
use
for
performance
comparisons,
by
8.19%,
8.18%,
and
8.11%,
respectively.
Expense
Ratio
The
gross
operating
expense
ratio
for
the
Fund
is
0.86%
for
Investor
Shares,
0.85%
for
Institutional
Shares,
and
0.90%
for
Institutional
Plus
Shares.
Per
the
Fund’s
prospectus,
your
Fund’s
Adviser
has
contractually
agreed
to
waive
a
portion
of
its
fees
to
limit
the
expense
ratio
to
0.98%
for
Investor
Shares,
0.85%
for
Institutional
Shares,
and
0.79%
for
Institutional
Plus
Shares
through
October
31,
2023.
Concentration
The
Fund’s
concentration
in
its
top
10
holdings
is
as
follows:
Among
the
Fund’s
top
10
holdings,
the
position
sizes
range
from
3.40%
to
4.61%.
We
believe
the
concentration
in
the
Fund’s
top
ten
positions
is
appropriate
at
its
current
level
and
has
the
potential
to
enhance
long-term
performance.
Portfolio
Commentary
Following
one
of
the
worst
first
halves
on
record
for
stocks
in
2022,
markets
broadly
staged
a
comeback
beginning
at
the
start
of
the
Fund’s
fiscal
year
in
July
2022,
and
returns
for
the
Index
have
been
positive
each
of
the
last
three
quarters.
Your
Fund
underperformed
the
Index
for
the
fiscal
year
primarily
due
to
underperformance
in
the
third
quarter
of
2022.
Underperformance
in
that
quarter
was
driven
predominantly
by
stock
selection
in
a
variety
of
sectors,
including
Healthcare,
Communication
Services,
and
Consumer
Discretionary.
Returns
in
the
fourth
quarter
of
2022
and
so
far
in
2023
have
been
roughly
in
line
with
the
Index.
Over
the
last
year,
financial
markets
witnessed
an
apparent
regime
change
as
decade-long
tailwinds
such
as
low
interest
rates,
expanding
central
bank
balance
sheets,
low
inflation,
globalization,
and
subdued
military
conflicts
abruptly
reversed
in
2022
to
become
headwinds.
Going
into
2023,
the
outlook
for
markets
and
the
economy
was
highly
uncertain.
The
overwhelming
consensus
was
that
the
economy
would
experience
a
recession
in
2023
as
the
Federal
Reserve
remained
committed
to
lowering
inflation
at
nearly
all
costs.
So
far
in
2023,
a
Top
10
Holdings
06/30/23
%
of
the
Fund
39.71%
23
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2023
recession
has
not
yet
occurred,
as
the
labor
market
has
remained
strong
and
consumers
continued
to
spend
their
COVID
savings.
In
our
view,
the
market
continues
to
be
caught
in
a
tug-of-war
between
those
predicting
a
soft
landing
(i.e.,
the
Fed
being
able
to
bring
down
inflation
without
significantly
slowing
the
economy)
and
those
that
think
a
recession
is
imminent.
Recessions,
like
recoveries,
are
a
normal
part
of
any
economic
cycle.
The
economic
expansion
since
COVID
means
that
this
cycle
may
be
getting
protracted.
Skeptics
believe
that
the
Fed,
in
its
attempt
to
rein
in
inflation,
will
probably
overdo
tightening
as
it
has
in
the
past.
In
our
view,
until
weakness
develops
in
the
labor
market,
there
is
a
low
probability
that
the
Fed
will
begin
to
cut
interest
rates.
Strong
bull
markets
are
typically
built
on
declining
interest
rates,
expanding
liquidity,
and
an
economic
recovery,
all
of
which
are
arguably
unlikely
in
the
near
future.
Signs
from
the
bond
market
continue
to
point
to
a
recession,
as
the
3-month
Treasury
bill
and
10-year
Treasury
note
yields
have
been
inverted
for
over
nine
months,
foreshadowing
future
economic
weakness.
These
factors
may
limit
the
upside
in
the
market
in
the
near
term.
However,
there
may
be
reasons
for
optimism.
Employment
has
been
resilient
and,
while
the
longer-term
path
of
inflation
remains
a
topic
for
debate,
the
inflation
rate
is
now
down
more
than
50%
from
its
peak
a
year
ago.
Both
factors
support
a
healthier
consumer.
Many
companies
have
taken
actions
to
shore
up
their
balance
sheets,
clean
up
inventories,
and
right-size
costs
in
anticipation
of
an
economic
slowdown.
These
steps
may
lead
to
future
earnings
holding
up
better
than
expected.
Bulls
believe
that
the
Artificial
Intelligence
(AI)
secular-growth
tailwind
that
has
supported
stocks
for
far
in
2023
could
continue
to
propel
stocks
higher
and
drive
productivity
gains
in
the
future.
Over
the
last
year,
large
cap
growth
stocks
significantly
outperformed
small
and
midcap
growth
stocks,
as
the
largest
seven
companies
in
the
broader
market
indices
(the
“Big
7”),
all
technology
or
technology-related,
have
accounted
for
most
of
the
gains
so
far
in
2023.
Given
this
dynamic
and
the
subsequent
valuation
spread
versus
larger
cap
companies,
we
believe
midcap
growth
is
a
particularly
compelling
area
for
investment
now.
As
is
often
the
case
in
investing,
one
can
find
data
points
to
support
alternative
outcomes.
Investing
is
always
based
on
probabilities
–
that
is
what
makes
our
job
interesting
and
challenging.
However,
we
focus
less
on
getting
the
near-term
macro-related
calls
right,
and
more
on
the
long-term
scenarios
regarding
the
growth
and
competitive
prospects
for
our
portfolio
companies.
Regardless
of
the
near-term
economic
outcome,
we
believe
that
owning
companies
with
talented
and
ethical
management
teams,
who
will
figure
out
how
best
to
navigate
these
challenging
crosscurrents,
will
be
critical
in
the
uncertain
times
ahead.
The
following
companies
are
three
of
the
best
contributors
to
the
Fund’s
performance
over
the
past
year.
We
thought
highlighting
them
would
give
you
a
sense
of
not
only
why
we
have
invested
in
them
on
your
behalf,
but
also
why
they
have
outperformed
recently.
TransDigm
Group,
Inc.
(TDG)
designs
and
supplies
parts,
systems,
and
subsystems
for
commercial
and
military
aircraft.
The
company
focuses
on
developing
and
acquiring
parts
that
are
highly
engineered,
are
proprietary,
and
have
significant
aftermarket
sales.
Shares
of
the
stock
have
outperformed
over
the
last
year
as
TDG
has
reported
very
strong
operating
performance
amidst
strong
demand
recovery
in
the
aerospace
market.
In
the
most
recent
quarter,
TDG
increased
its
full-year
guidance
for
both
revenue
24
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2023
and
profit.
The
company’s
debt
leverage
continued
to
decrease
as
cash
flow
grew
rapidly.
Management
has
also
commented
that
TDG’s
acquisition
pipeline
is
robust,
and
acquisitions
are
typically
highly
value
accretive
at
TDG.
Several
of
our
team
members
visited
TDG’s
headquarters
in
Cleveland
in
June,
where
we
met
with
CEO
Kevin
Stein.
We
continue
to
like
TDG’s
business
and
its
management
team’s
focus
on
shareholder
value
creation.
Intuitive
Surgical,
Inc.
(ISRG)
is
the
leader
in
the
design
and
manufacture
of
surgical
robotic
systems
used
to
perform
minimally
invasive
surgeries.
The
stock
was
particularly
strong
in
the
second
quarter
of
2023
as
the
company
delivered
solid
1Q
results
with
procedure
growth
of
26%,
well
ahead
of
expectations.
Importantly,
procedure
growth
per
system
of
13%
was
well
above
the
long-term
trend
of
mid-single-digit-growth
indicating
strong
underlying
demand
for
robotic
surgery
and
further
lowering
customers’
per-procedure
costs.
During
the
quarter,
ISRG
also
announced
a
5%
price
increase
(its
first-ever
price
increase)
for
its
Instruments
&
Accessories
to
offset
higher
component
and
labor
costs.
This
exercise
of
pricing
power
substantiates
the
company’s
strengthened
competitive
position
and
was
viewed
favorably
by
investors.
We
continue
to
believe
that
ISRG
is
well
positioned
to
take
advantage
of
the
secular
tailwinds
supporting
robotic
surgery
over
the
next
decade
and
that
the
competitive
environment
remains
relatively
benign.
Vulcan
Materials
Co.
(VMC)
is
the
leading
producer
of
construction
aggregates
in
the
United
States
(i.e.,
crushed
stone
and
gravel).
We
respect
VMC’s
management
team
and
view
VMC’s
business
as
having
a
strong
moat,
low
obsolescence
risks,
and
excellent
pricing
power.
VMC’s
stock
was
particularly
strong
in
the
second
quarter
of
2023
as
VMC
reported
strong
1Q
earnings,
increased
2023
guidance,
and
implied
that
potential
mid-year
price
increases
could
result
in
further
upside
to
2023
results.
1Q
freight-adjusted
pricing
increased
an
impressive
19%
YOY,
and
our
industry
contacts
see
elevated
industry-wide
price
increases
continuing.
We
expect
VMC
to
be
a
major
beneficiary
of
ongoing
federal
and
state
infrastructure
initiatives,
and
we
continue
to
view
VMC
as
a
core
long-term
holding.
The
following
companies
are
three
top
detractors
to
the
Fund’s
performance
over
the
past
year.
Cable
One,
Inc.
(CABO)
is
a
cable
and
internet
service
provider
serving
primarily
rural
and
suburban
areas.
CABO
and
other
cable
stocks
have
underperformed
over
the
last
year
due
to
slowing
subscriber
growth.
The
slowdown
has
been
attributed
to
macro
factors,
such
as
lower
existing
home
sales
which
sales
can
be
a
sales
catalyst
for
internet
service
providers,
as
well
as
increased
competition.
In
our
view,
the
macro
factors
appear
temporary
and
are
little
cause
for
concern.
However,
the
altered
competitive
landscape
impaired
our
investment
thesis
and
reduced
our
long-term
confidence
in
growth.
We
have
been
reducing
our
position
in
CABO
over
the
last
year.
Wireless
carriers
such
as
T-Mobile
and
Verizon
have
leveraged
their
excess
spectrum
capacity
to
offer
a
home
internet
service
to
their
substantial
pools
of
overlapping
customers.
T-Mobile
and
Verizon
grew
rapidly
while
subscriber
growth
at
all
the
largest
cable
companies
came
to
a
halt.
While
there
are
still
many
questions
about
the
long-term
viability
of
a
wireless
home
internet
product,
in
our
view
it
will
continue
to
be
a
headwind
over
at
least
the
next
few
years.
We
now
believe
shares
are
unlikely
to
outperform
over
a
reasonable
investment
horizon
given
the
low
growth
outlook
and
unlikely
resolution
of
the
competitive
issue.
25
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2023
Azenta,
Inc.
(AZTA)
provides
equipment,
consumables,
and
services
to
the
life
sciences
industry,
including
sample
storage,
genomic
testing,
and
DNA
synthesis.
AZTA
underperformed
over
the
last
year
after
reporting
several
quarters
of
disappointing
revenue
growth
and
profits
due
to
macro
weakness
in
China
and
unfavorable
spending
trends
in
biotechnology.
More
recently,
the
company
has
implemented
measures
to
rejuvenate
revenue
growth
and
reduce
costs.
In
March,
we
visited
AZTA’s
sample
repository
facility
and
met
with
management.
We
believe
that
the
management
team
has
identified
the
operating
issues
limiting
growth
and
has
put
in
place
the
right
changes
to
improve
performance.
As
a
result,
AZTA’s
growth
should
improve
over
the
next
several
quarters.
This,
combined
with
an
aggressive
share
repurchase
program,
makes
us
optimistic
on
the
prospects
for
the
stock.
We
are
willing
to
give
management
some
time
to
work
through
short-term
issues
and
will
continue
to
monitor
their
progress
closely.
Endava
PLC
(DAVA)
is
a
technology
services
provider
that
focuses
on
enabling
companies’
digital
transformations.
The
stock
has
underperformed
due
to
several
factors.
First,
the
company
issued
a
rare
reduction
in
full-year
guidance
in
conjunction
with
its
fiscal
2Q
earnings
report
in
early
2023.
The
market
for
DAVA’s
services
has
been
strong
since
the
onset
of
COVID.
With
the
economic
outlook
weakening
across
many
industries
and
geographies,
customers’
year-end
budgets
underwent
additional
scrutiny
which
resulted
in
some
existing
projects
being
wound
down
and
new
engagements
progressing
more
slowly
than
anticipated.
Second,
as
generative
Artificial
Intelligence
(AI)
enthusiasm
propelled
certain
technology
stocks
higher,
investors
feared
that
AI
could
impair
Endava’s
business
model
over
the
longer
term.
Despite
the
near-term
cyclical
headwinds
and
the
longer-term
secular
fears,
we
continue
to
believe
companies
in
virtually
all
industries
will
have
more
need
for
specialized
IT
services
over
the
long
term
and
that
DAVA
will
be
a
beneficiary
of
that
trend.
Attribution
Analysis
In
the
fiscal
year
ending
June
30,
2023,
your
Fund’s
underperformance
can
be
attributed
to
both
sector
allocation
and
stock
selection.
As
of
the
end
of
the
period,
your
Fund
was
over-weighted
versus
the
Index
benchmark
in
the
Consumer
Staples,
Industrials,
Materials,
and
Real
Estate
sectors.
In
Consumer
Staples,
the
overweight
contributed
to
performance,
while
stock
selection
was
a
detractor.
In
Industrials,
the
overweight
and
stock
selection
both
contributed
to
performance.
In
Materials,
the
overweight
detracted
from
performance,
but
stock
selection
was
a
positive
contributor.
In
Real
Estate,
both
the
overweighting
and
stock
selection
detracted
from
performance.
As
of
the
end
of
the
period,
your
Fund
was
under-weighted
versus
the
Index
in
the
Communication
Services,
Consumer
Discretionary,
Financials,
Health
Care,
and
Information
Technology
sectors.
In
Communications
Services,
the
under-weighting
contributed
to
performance
while
stock
selection
detracted.
In
Consumer
Discretionary,
Health
Care,
and
Information
Technology,
the
under-weighting
and
stock
selection
detracted
from
performance.
In
Financials,
the
underweight
detracted
from
performance,
but
stock
selection
was
a
contributor.
As
of
the
end
of
the
period,
your
Fund
did
not
hold
any
positions
in
the
Energy
or
Utilities
sectors,
which
contributed
to
performance.
26
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2023
Sector
Weights
The
following
bar
chart
presents
the
sector
weighting
of
your
Fund
versus
the
sector
weightings
of
the
Index
as
of
June
30,
2023
(note
this
may
differ
slightly
with
the
commentary
above,
which
relates
to
average
weightings
as
opposed
to
year-end
weightings):
Source:
FactSet
Best
and
Worst
Performers
Ticker
Company
Name
Contribution
to
Return
Five
Largest
Contributors
9.34
%
TDG
TransDigm
Group,
Inc.
2.45%
ISRG
Intuitive
Surgical,
Inc.
2.00%
VMC
Vulcan
Materials
Co.
1.83%
CSGP
CoStar
Group,
Inc.
1.57%
ANSS
ANSYS,
Inc.
1.49%
Five
Largest
Detractors
-
5.0
5
%
CABO
Cable
One,
Inc.
-2.07%
AZTA
Azenta,
Inc.
-1.10%
DAVA
Endava
PLC,
ADR
-0.77%
SBAC
SBA
Communications
Corp.
-0.57%
DG
Dollar
General
Corp.
-0.54%
27
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2023
FIVE
LARGEST
EQUITY
HOLDINGS
JUNE
30,
2023
As
always,
we
acknowledge
the
responsibility
you
have
conveyed
by
making
your
investment
in
the
DF
Dent
Midcap
Growth
Fund
and
will
work
diligently
on
your
behalf.
Respectively
Submitted,
IMPORTANT
INFORMATION:
Investing
involves
risks,
including
the
possible
loss
of
principal.
The
Fund
invests
in
small-
and
medium-
size
companies,
which
carry
greater
risk
than
is
customarily
associated
with
larger,
more
established
companies.
Investing
in
American
Depositary
Receipts
(ADRs)
carries
risks
of
political
and
financial
instability,
less
liquidity
and
greater
volatility,
as
well
as
risks
associated
with
the
lack
of
reliable
accounting
and
financial
information.
The
Fund
is
also
subject
to
other
risks,
such
as
the
risk
associated
with
investing
in
Real
Estate
Investment
Trusts
(REITs)
like
possible
real
estate
market
declines,
which
are
detailed
in
the
Fund’s
prospectus.
Quantity
Security
Total
Cost
Market
Value
Percent
of
Net
Assets
of
the
Fund
120,339
Vulcan
Materials
Co.
$
15,182,415
$
27,129,224
4.61
%
143,156
Ecolab,
Inc.
24,839,432
26,725,794
4.55
306,612
Bio-Techne
Corp.
16,862,387
25,028,737
4.26
306,066
CBRE
Group,
Inc.
17,145,648
24,702,587
4.20
27,066
TransDigm
Group,
Inc.
11,379,715
24,201,605
4.12
$
85,409,597
$
127,787,947
21.74
%
Thomas
F.
O’Neil,
Jr.
Matthew
F.
Dent
Gary
D.
Mitchell
Bruce
L.
Kennedy
28
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2023
The
Russell
Midcap
Growth
Index
measures
the
performance
of
the
mid-cap
growth
segment
of
the
U.S.
equity
universe.
It
includes
those
Russell
Midcap
Index
companies
with
higher
price-to-book
ratios
and
higher
forecasted
growth
values.
One
cannot
invest
directly
in
an
index.
Price-to-earnings
(“P/E”)
ratio
is
the
valuation
of
a
company’s
current
share
price
relative
to
company
earnings.
Earnings-per-share
(“EPS”)
is
the
portion
of
a
company's
profit
allocated
to
each
outstanding
share
of
common
stock.
The
views
in
this
report
contained
herein
were
those
of
the
Fund’s
Adviser
as
of
June
30,
2023,
and
may
not
reflect
the
Adviser’s
views
on
the
date
this
report
is
first
published
or
anytime
thereafter.
This
report
may
contain
discussions
about
certain
investments
both
held
and
not
held
in
the
portfolio
as
of
the
report
date.
All
current
and
future
holdings
are
subject
to
risk
and
are
subject
to
change.
While
these
views
are
intended
to
assist
shareholders
in
understanding
their
investment
in
the
Fund,
they
do
not
constitute
investment
or
tax
advice,
are
not
a
guarantee
of
future
performance
and
are
not
intended
as
an
offer
or
solicitation
with
respect
to
the
purchase
or
sale
of
any
security.
29
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
JUNE
30,
2023
The
following
chart
reflects
the
change
in
the
value
of
a
hypothetical
$10,000
investment,
including
reinvested
dividends
and
distributions,
in
the
DF
Dent
Midcap
Growth
Fund
(the”Fund”)
compared
with
the
performance
of
the
benchmark,
the
Russell
Midcap
Growth
Index
(“Russell
Midcap
Growth”),
over
the
past
ten
fiscal
years.
The
Russell
Midcap
Growth
measures
the
performance
of
the
mid-cap
growth
segment
of
the
U.S.
equity
universe.
It
includes
those
Russell
Midcap
Index
companies
with
higher
price-to-book
ratios
and
higher
forecasted
growth
values.
The
total
return
of
the
index
includes
the
reinvestment
of
dividends
and
income.
The
total
return
of
the
Fund
includes
operating
expenses
that
reduce
returns,
while
the
total
return
of
the
index
does
not
include
expenses.
The
Fund
is
professionally
managed,
while
the
index
is
unmanaged
and
is
not
available
for
investment.
Comparison
of
Change
in
Value
of
a
$10,000
Investment
DF
Dent
Midcap
Growth
Fund
–
Investor
Shares
vs.
Russell
Midcap
Growth
Index
Performance
data
quoted
represents
past
performance
and
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
For
the
most
recent
month-end
performance,
please
call
(866)
233-3368.
As
stated
in
the
Fund’s
prospectus,
the
annual
operating
expense
ratios
(gross)
for
Investor
Shares,
Institutional
Shares
and
Institutional
Plus
Shares
are
0.86%,
0.85%
and
0.90%,
respectively.
However,
the
Fund’s
Adviser has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
and
Average
Annual
Total
Returns
Periods
Ended
June
30,
2023
One
Year
Five
Year
Ten
Year
DF
Dent
Midcap
Growth
Fund
-
Investor
Shares
14.94%
8.49%
11.14%
DF
Dent
Midcap
Growth
Fund
-
Institutional
Shares
(1)
14.95%
8.57%
11.18%
DF
Dent
Midcap
Growth
Fund
-
Institutional
Plus
Shares
(1)
15.02%
8.59%
9.23%
Russell
Midcap
Growth
Index
23.13%
9.71%
11.53%
(1)
For
Institutional
Shares,
performance
for
the
ten
year
period
is
a
blended
average
annual
return,
which
include
the
returns
of
the
Investor
Shares
prior
to
the
commencement
of
the
Institutional
Shares
on
November
29,
2017.
For
Institutional
Plus
Shares,
performance
for
the
five
year
and
ten
year
periods
are
a
blended
average
annual
return,
which
include
the
returns
of
the
Investor
Shares
prior
to
the
commencement
of
the
Institutional
Plus
Shares
on
December
3,
2021.
30
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
JUNE
30,
2023
extraordinary
expenses)
to
0.98%,
0.85%,
and
0.79%
of
Investor
Shares,
Institutional
Shares
and
Institutional
Plus
Shares,
respectively,
through
October
31,
2023
(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,
or
(ii)
the
expense
cap
in
place
at
the
time
the
fees/
expenses
were
waived/reimbursed.
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
will
increase
if
exclusions
from
the
Expense
Cap
apply.
During
the
year,
certain
fees
were
waived
and/or
expenses
reimbursed;
otherwise,
returns
would
have
been
lower.
The
performance
table
and
graph
do
not
reflect
the
deduction
of
taxes
that
a
shareholder
would
pay
on
Fund
distributions
or
the
redemption
of
Fund
shares.
Returns
greater
than
one
year
are
annualized.
31
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
JUNE
30,
2023
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
June
30,
2023.
The
inputs
or
methodology
used
for
valuing
securities
are
not
necessarily
an
indication
of
the
risks
associated
with
investing
in
those
securities.
For
more
information
on
valuation
inputs,
and
their
aggregation
into
the
levels
used
in
the
table
below,
please
refer
to
the
Security
Valuation
section
in
Note
2
of
the
accompanying
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Common
Stock
-
97.9%
Communication
Services
-
0.7%
6,037
Cable
One,
Inc.
$
3,966,792
Consumer
Discretionary
-
5.5%
173,863
CarMax,
Inc.
(a)
14,552,333
137,755
Chewy,
Inc.
(a)
5,437,190
121,431
Floor
&
Decor
Holdings,
Inc.,
Class A
(a)
12,623,967
32,613,490
Consumer
Staples
-
3.3%
70,243
Dollar
General
Corp.
11,925,856
443,396
Utz
Brands,
Inc.
7,253,959
19,179,815
Financials
-
8.5%
187,092
Goosehead
Insurance,
Inc.,
Class A
(a)
11,766,216
12,046
Markel
Group,
Inc.
(a)
16,661,786
62,202
Moody's
Corp.
21,628,880
50,056,882
Health
Care
-
18.3%
185,970
Azenta,
Inc.
(a)
8,681,080
306,612
Bio-Techne
Corp.
25,028,737
104,470
Edwards
Lifesciences
Corp.
(a)
9,854,655
87,751
Illumina,
Inc.
(a)
16,452,435
46,485
Intuitive
Surgical,
Inc.
(a)
15,895,081
70,455
Repligen
Corp.
(a)
9,966,564
109,446
Veeva
Systems,
Inc.,
Class A
(a)
21,640,758
107,519,310
Industrials
-
30.5%
188,397
CoStar
Group,
Inc.
(a)
16,767,333
329,005
Fastenal
Co.
19,408,005
134,145
HEICO
Corp.,
Class A
18,860,787
54,253
Old
Dominion
Freight
Line,
Inc.
20,060,047
72,003
SiteOne
Landscape
Supply,
Inc.
(a)
12,050,422
27,066
TransDigm
Group,
Inc.
24,201,605
51,643
Verisk
Analytics,
Inc.
11,672,867
143,520
Waste
Connections,
Inc.
20,513,314
364,718
WillScot
Mobile
Mini
Holdings
Corp.
(a)
17,429,873
248,718
WNS
Holdings,
Ltd.,
ADR
(a)
18,335,491
179,299,744
Information
Technology
-
16.9%
63,113
ANSYS,
Inc.
(a)
20,844,331
65,631
Appfolio,
Inc.
(a)
11,297,720
43,208
Atlassian
Corp.,
Class A
(a)
7,250,734
117,122
BlackLine,
Inc.
(a)
6,303,506
63,568
Crowdstrike
Holdings,
Inc.,
Class A
(a)
9,336,232
168,037
Endava
PLC,
ADR
(a)
8,702,636
Shares
Security
Description
Value
Information
Technology
-
16.9%
(continued)
214,795
Guidewire
Software,
Inc.
(a)
$
16,341,604
208,818
Sprout
Social,
Inc.,
Class A
(a)
9,639,039
13,047
Tyler
Technologies,
Inc.
(a)
5,433,684
40,629
Workiva,
Inc.
(a)
4,130,344
99,279,830
Materials
-
9.1%
143,156
Ecolab,
Inc.
26,725,794
120,339
Vulcan
Materials
Co.
27,129,224
53,855,018
Real
Estate
-
5.1%
306,066
CBRE
Group,
Inc.,
Class A
(a)
24,702,587
24,335
SBA
Communications
Corp.
REIT
5,639,879
30,342,466
Total
Common
Stock
(Cost
$449,052,238)
576,113,347
Money
Market
Fund
-
1.6%
9,254,466
First
American
Treasury
Obligations
Fund,
Class X,
5.04%
(b)
(Cost
$9,254,466)
9,254,466
Investments,
at
value
-
99.5%
(Cost
$458,306,704)
$
585,367,813
Other
Assets
&
Liabilities,
Net
-
0.5%
2,765,170
Net
Assets
-
100.0%
$
588,132,983
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,
2023.
32
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
JUNE
30,
2023
The
Level
1
value
displayed
in
this
table
is
Common
Stock
and
a
Money
Market
Fund.
Refer
to
this
Schedule
of
Investments
for
a
further
breakout
of
each
security
by
industry.
Valuation
Inputs
Investments
in
Securities
Level
1
-
Quoted
Prices
$
585,367,813
Level
2
-
Other
Significant
Observable
Inputs
–
Level
3
-
Significant
Unobservable
Inputs
–
Total
$
585,367,813
PORTFOLIO
HOLDINGS
(Unaudited)
%
of
Total
Net
Assets
Communication
Services
0.7%
Consumer
Discretionary
5.5%
Consumer
Staples
3.3%
Financials
8.5%
Health
Care
18.3%
Industrials
30.5%
Information
Technology
16.9%
Materials
9.1%
Real
Estate
5.1%
Money
Market
Fund
1.6%
Other
Assets
&
Liabilities,
Net
0.5%
100.0%
33
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
STATEMENT
OF
ASSETS
AND
LIABILITIES
JUNE
30,
2023
ASSETS
Investments,
at
value
(Cost
$458,306,704)
$
585,367,813
Receivables:
Fund
shares
sold
513,578
Investment
securities
sold
3,967,217
Dividends
161,533
Prepaid
expenses
34,727
Total
Assets
590,044,868
LIABILITIES
Payables:
Fund
shares
redeemed
795,725
Accrued
Liabilities:
Investment
adviser
fees
1,026,025
Fund
services
fees
26,323
Other
expenses
63,812
Total
Liabilities
1,911,885
NET
ASSETS
$
588,132,983
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
557,258,883
Distributable
Earnings
30,874,100
NET
ASSETS
$
588,132,983
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
Investor
Shares
5,240,197
Institutional
Shares
7,932,000
Institutional
Plus
Shares
5,730,112
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE
Investor
Shares
(based
on
net
assets
of
$162,503,042)
$
31.01
Institutional
Shares
(based
on
net
assets
of
$247,018,534)
$
31.14
Institutional
Plus
Shares
(based
on
net
assets
of
$178,611,407)
$
31.17
34
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
STATEMENT
OF
OPERATIONS
YEAR
ENDED
JUNE
30,
2023
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$27,706)
$
3,224,265
Total
Investment
Income
3,224,265
EXPENSES
Investment
adviser
fees
4,557,738
Fund
services
fees
415,400
Transfer
agent
fees:
Investor
Shares
19,460
Institutional
Shares
7,605
Institutional
Plus
Shares
4,773
Custodian
fees
59,776
Registration
fees:
Investor
Shares
18,571
Institutional
Shares
20,609
Institutional
Plus
Shares
19,645
Professional
fees
76,217
Trustees'
fees
and
expenses
18,111
Other
expenses
110,476
Total
Expenses
5,328,381
Fees
waived
(267,709)
Net
Expenses
5,060,672
NET
INVESTMENT
LOSS
(1,836,407)
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
loss
on
investments
(62,274,420)
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
147,896,166
NET
REALIZED
AND
UNREALIZED
GAIN
85,621,746
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
83,785,339
35
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
For
the
Years
Ended
June
30,
2023
2022
OPERATIONS
Net
investment
loss
$
(1,836,407)
$
(4,260,785)
Net
realized
loss
(62,274,420)
(11,874,285)
Net
change
in
unrealized
appreciation
(depreciation)
147,896,166
(224,769,249)
Increase
(Decrease)
in
Net
Assets
Resulting
from
Operations
83,785,339
(240,904,319)
DISTRIBUTIONS
TO
SHAREHOLDERS
Investor
Shares
–
(8,517,130)
Institutional
Shares
–
(13,369,399)
Institutional
Plus
Shares
–
(3,284,208)
Total
Distributions
Paid
–
(25,170,737)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares:
Investor
Shares
9,469,347
36,926,288
Institutional
Shares
24,238,703
244,230,235
Institutional
Plus
Shares
50,503,295
308,942,753
Reinvestment
of
distributions:
Investor
Shares
–
8,470,762
Institutional
Shares
–
13,087,522
Institutional
Plus
Shares
–
3,284,208
Redemption
of
shares:
Investor
Shares
(54,495,292)
(84,885,729)
Institutional
Shares
(41,357,857)
(311,740,340)
Institutional
Plus
Shares
(109,891,125)
(40,190,604)
Redemption
fees:
Investor
Shares
–
79
Increase
(Decrease)
in
Net
Assets
from
Capital
Share
Transactions
(121,532,929)
178,125,174
Decrease
in
Net
Assets
(37,747,590)
(87,949,882)
NET
ASSETS
Beginning
of
Year
625,880,573
713,830,455
End
of
Year
$
588,132,983
$
625,880,573
SHARE
TRANSACTIONS
Sale
of
shares:
Investor
Shares
331,832
1,010,055
Institutional
Shares
855,935
6,370,790
Institutional
Plus
Shares
1,793,679
8,911,558
Reinvestment
of
distributions:
Investor
Shares
–
225,766
Institutional
Shares
–
347,518
Institutional
Plus
Shares
–
87,184
Redemption
of
shares:
Investor
Shares
(1,938,396)
(2,475,871)
Institutional
Shares
(1,456,723)
(8,841,482)
Institutional
Plus
Shares
(3,814,290)
(1,248,019)
Increase
(Decrease)
in
Shares
(4,227,963)
4,387,499
36
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
FINANCIAL
HIGHLIGHTS
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year
.
For
the
Years
Ended
June
30,
2023
2022
2021
2020
2019
INVESTOR
SHARES
NET
ASSET
VALUE,
Beginning
of
Year
$
26.98
$
38.01
$
29.48
$
25.83
$
22.21
INVESTMENT
OPERATIONS
Net
investment
loss
(a)
(0.09)
(0.20)
(0.18)
(0.08)
(0.11)
Net
realized
and
unrealized
gain
(loss)
4.12
(9.75)
8.81
3.93
4.41
Total
from
Investment
Operations
4.03
(9.95)
8.63
3.85
4.30
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
–
(1.08)
(0.11)
(0.24)
(0.69)
Total
Distributions
to
Shareholders
–
(1.08)
(0.11)
(0.24)
(0.69)
REDEMPTION
FEES(a)
–
0.00(b)
0.01
0.04
0.01
NET
ASSET
VALUE,
End
of
Year
$
31.01
$
26.98
$
38.01
$
29.48
$
25.83
TOTAL
RETURN
14.94%
(26.97)%
29.33%
15.14%
20.27%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
162,503
$
184,717
$
307,341
$
243,855
$
58,367
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.33)%
(0.55)%
(0.54)%
(0.28)%
(0.46)%
Net
expenses
0.87%
0.85%
0.89%
0.98%
0.98%
Gross
expenses
(d)
0.89%
0.86%
0.91%(c)
1.01%(c)
1.13%
PORTFOLIO
TURNOVER
RATE
27%
35%
30%
31%
29%
footertext
(a)
Calculated
based
on
average
shares
outstanding
during
each
year.
(b)
Less
than
$0.01
per
share.
(c)
Ratios
include
recoupment,
which
amounted
to
0.03%
and
0.06%,
respectively.
(d)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
37
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
FINANCIAL
HIGHLIGHTS
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year
.
For
the
Years
Ended
June
30,
2023
2022
2021
2020
2019
INSTITUTIONAL
SHARES
NET
ASSET
VALUE,
Beginning
of
Year
$
27.09
$
38.15
$
29.57
$
25.88
$
22.22
INVESTMENT
OPERATIONS
Net
investment
loss
(a)
(0.09)
(0.19)
(0.17)
(0.04)
(0.08)
Net
realized
and
unrealized
gain
(loss)
4.14
(9.79)
8.86
3.97
4.43
Total
from
Investment
Operations
4.05
(9.98)
8.69
3.93
4.35
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
–
(1.08)
(0.11)
(0.24)
(0.69)
Total
Distributions
to
Shareholders
–
(1.08)
(0.11)
(0.24)
(0.69)
REDEMPTION
FEES(a)
–
–
0.00(b)
0.00(b)
0.00(b)
NET
ASSET
VALUE,
End
of
Year
$
31.14
$
27.09
$
38.15
$
29.57
$
25.88
TOTAL
RETURN
14.95%
(26.95)%
29.41%
15.26%
20.45%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
247,019
$
231,134
$
406,489
$
122,454
$
43,090
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.32)%
(0.53)%
(0.50)%
(0.15)%
(0.33)%
Net
expenses
0.85%
0.83%
0.85%
0.85%
0.85%
Gross
expenses
(c)
0.87%
0.85%
0.86%
0.94%
1.11%
PORTFOLIO
TURNOVER
RATE
27%
35%
30%
31%
29%
footertext
(a)
Calculated
based
on
average
shares
outstanding
during
each
year.
(b)
Less
than
$0.01
per
share.
(c)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
38
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
FINANCIAL
HIGHLIGHTS
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
period
.
For
the
Year
Ended
June
30,
2023
November
1,
2021
(a)
Through
June
30,
2022
INSTITUTIONAL
PLUS
SHARES
NET
ASSET
VALUE,
Beginning
of
Period
$
27.10
$
38.47
INVESTMENT
OPERATIONS
Net
investment
loss
(b)
(0.07)
(0.08)
Net
realized
and
unrealized
gain
(loss)
4.14
(10.21)
Total
from
Investment
Operations
4.07
(10.29)
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
–
(1.08)
Total
Distributions
to
Shareholders
–
(1.08)
NET
ASSET
VALUE,
End
of
Period
$
31.17
$
27.10
TOTAL
RETURN
15.02%
(27.53)%(c)
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
178,611
$
210,030
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.26)%
(0.44)%(d)
Net
expenses
0.79%
0.79%(d)
Gross
expenses
(e)
0.88%
0.90%(d)
PORTFOLIO
TURNOVER
RATE
27%
35%(c)
footertext
(a)
Commencement
of
operations.
(b)
Calculated
based
on
average
shares
outstanding
during
each
period.
(c)
Not
annualized.
(d)
Annualized.
(e)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
39
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2023
Dear
Fellow
Shareholders:
We
would
like
to
welcome
new
Fund
shareholders
and
thank
long-term
shareholders
for
their
continued
confidence
in
the
DF
Dent
Small
Cap
Growth
Fund
(the
“Fund”).
Performance
For
the
fiscal
year
ended
June
30,
2023,
the
DF
Dent
Small
Cap
Growth
Fund
(the
“Fund”)
experienced
a
total
return
of
+14.13%
for
Investor
Shares
and
+14.23%
for
Institutional
Shares.
These
returns
are
net
of
fees
and
represent
underperformance
of
-4.40%
and
-4.30%
respectively
relative
to
the
total
return
of
+18.53%
for
the
Russell
2000
Growth
Index
(the
“Index”),
which
is
the
benchmark
we
use
for
performance
comparisons.
Expense
Ratio
The
gross
operating
expense
ratio
for
the
Fund
is
1.23%
for
Investor
Shares
and
1.09%
for
Institutional
Shares.
Per
the
Fund’s
prospectus,
your
Fund’s
Adviser
has
contractually
agreed
to
reimburse
expenses
and/or
waive
a
portion
of
its
fees
so
as
to
maintain
your
expense
ratio
at
a
net
1.05%
for
Investor
Shares
and
0.95%
for
Institutional
Shares
through
October
31,
2023.
Concentration
The
Fund’s
concentration
in
its
top
10
holdings
is
as
follows:
Among
the
top
10
holdings,
the
range
of
position
sizes
is
2.80%
to
3.90%.
We
believe
that
the
concentration
in
the
Fund’s
top
10
positions
is
appropriate
at
its
current
level
and
has
the
potential
to
enhance
long-term
performance.
Portfolio
Commentary
Following
one
of
the
worst
first
halves
on
record
for
stocks
in
2022,
markets
staged
a
comeback
beginning
at
the
start
of
the
Fund’s
fiscal
year
in
July
2022,
and
returns
for
the
small
cap
Russell
2000
Growth
Index
have
been
positive
each
quarter
since.
While
your
Fund
underperformed
for
the
fiscal
year
due
to
underperformance
in
the
back
half
of
2022,
the
Fund
has
outperformed
so
far
in
2023,
and
relative
long-term
returns
remain
positive.
The
underperformance
in
the
second
half
of
2022
was
driven
predominantly
by
stock
selection
in
several
sectors,
including
Healthcare,
Communication
Services,
and
Financials.
Over
the
last
year,
financial
markets
witnessed
an
apparent
regime
change
as
decade-long
tailwinds
such
as
low
interest
rates,
expanding
central
bank
balance
sheets,
low
inflation,
globalization,
and
subdued
military
conflicts
abruptly
reversed
in
2022
to
become
headwinds.
Going
into
2023,
the
outlook
for
markets
and
the
economy
was
highly
uncertain.
The
overwhelming
consensus
was
that
the
economy
would
experience
a
recession
in
Top
10
Holdings
06/30/23
%
of
the
Fund
31.88%
40
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2023
2023
as
the
Federal
Reserve
remained
committed
to
lowering
inflation
at
nearly
all
costs.
So
far
in
2023,
a
recession
has
not
yet
occurred,
as
the
labor
market
has
remained
strong
and
consumers
continued
to
spend
their
COVID
savings.
In
our
view,
the
market
continues
to
be
caught
in
a
tug-of-war
between
those
predicting
a
soft
landing
(i.e.
the
Fed
being
able
to
bring
down
inflation
without
significantly
slowing
the
economy),
and
those
who
think
a
recession
is
imminent.
Recessions,
like
recoveries,
are
a
normal
part
of
any
economic
cycle.
The
economic
expansion
since
COVID
means
that
this
cycle
may
be
getting
protracted.
Skeptics
believe
that
the
Fed,
in
its
attempt
to
rein
in
inflation,
will
probably
overdo
tightening
as
it
has
in
the
past.
In
our
view,
until
weakness
develops
in
the
labor
market,
there
is
a
low
probability
that
the
Fed
will
begin
to
cut
interest
rates.
Strong
bull
markets
are
built
on
declining
interest
rates,
expanding
liquidity,
and
an
economic
recovery,
all
of
which
are
arguably
unlikely
in
the
near
future.
Signs
from
the
bond
market
continue
to
point
to
a
recession,
as
the
3-month
Treasury
bill
and
10-
year
Treasury
note
yields
have
been
inverted
for
over
nine
months,
foreshadowing
future
economic
weakness.
These
factors
may
limit
the
upside
in
the
market
in
the
near
term.
However,
there
may
be
reasons
for
optimism.
Employment
has
been
resilient
and,
while
the
longer-term
path
of
inflation
remains
a
topic
for
debate,
the
inflation
rate
is
now
down
more
than
50%
from
its
peak
a
year
ago.
Both
factors
support
a
healthier
consumer.
Many
companies
have
taken
actions
to
shore
up
their
balance
sheets,
clean
up
inventories,
and
right-size
costs
in
anticipation
of
an
economic
slowdown.
These
steps
may
lead
to
future
earnings
holding
up
better
than
expected.
Bulls
believe
that
the
Artificial
Intelligence
(AI)
secular-growth
tailwind
that
has
supported
stocks
so
far
in
2023
could
continue
to
propel
stocks
higher
and
drive
productivity
gains
in
the
future.
Over
the
last
year,
large
cap
growth
stocks
have
significantly
outperformed
small
cap
growth
stocks,
as
the
largest
seven
companies
in
the
broader
market
indices,
all
technology
or
technology-related
stocks,
have
accounted
for
a
majority
of
the
gains
so
far
in
2023.
Given
this
dynamic
and
the
subsequent
valuation
spread
versus
larger
cap
companies,
we
believe
small
cap
growth
is
a
particularly
compelling
area
for
investment
now.
The
Index
1
traded
at
a
12%
discount
to
the
S&P
500
on
next
year’s
P/E
ratio
2
at
the
end
of
the
second
quarter
of
2023.
This
compares
to
a
7%
discount
at
the
end
of
the
bull
market
in
2021.
Going
back
further,
the
Index
actually
traded
at
an
average
17%
premium
to
the
S&P
500
from
2012
to
2020.
There
are
several
potential
reasons
for
the
current
discrepancy
in
multiples
between
the
largest
and
smallest
companies.
First,
this
year’s
surge
in
large
cap
tech
from
recent
AI
interest
has
pushed
multiples
higher
for
those
stocks.
Second,
recession
fears
typically
hit
small
cap
stocks
harder
than
large
cap
stocks
due
to
their
increased
economic
sensitivity
and
lower
liquidity.
Large
cap
stocks
typically
have
more
diversified
revenue
streams
and
supply
chains,
and
benefit
from
a
flight
to
safety.
Once
a
recession
occurs
and
the
market
begins
to
discount
a
recovery,
small
cap
stocks
have
historically
outperformed
as
earnings
expectations
recover
and
valuations
improve
with
greater
macro
clarity.
As
is
often
the
case
in
investing,
one
can
find
data
points
to
support
alternative
outcomes.
Investing
is
always
based
on
probabilities
–
that
is
what
makes
our
job
interesting
and
challenging.
However,
we
focus
less
on
getting
the
near-term
macro-related
calls
right,
and
more
on
the
long-term
scenarios
regarding
the
growth
and
competitive
prospects
for
our
portfolio
companies.
Regardless
of
the
near-term
economic
outcome,
we
believe
that
owning
companies
with
talented
and
ethical
management
teams,
who
will
figure
out
how
best
to
navigate
these
challenging
crosscurrents,
will
be
critical
in
the
uncertain
times
ahead.
41
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2023
The
following
companies
are
three
of
the
best
contributors
to
the
Fund’s
performance
over
the
past
year.
We
thought
highlighting
them
would
give
you
a
sense
of
not
only
why
we
have
invested
in
them
on
your
behalf,
but
also
why
they
have
outperformed
recently.
Novanta,
Inc.
(NOVT)
is
a
leading
supplier
of
components
and
sub-assemblies
to
medical
and
industrial
equipment
manufacturers.
NOVT’s
business
can
be
difficult
to
forecast
because
it
operates
several
decentralized
businesses
in
diverse
end
markets.
Growth
was
below
trend
in
2019
and
2020.
The
business
caught
up
in
2021
and
2022.
The
acceleration
in
revenue
growth
over
the
last
year
took
the
market
by
surprise
which
contributed
to
the
stock’s
outperformance.
In
addition,
the
company
announced
significant
new
product
wins
in
its
surgical
equipment
business
that
are
expected
to
drive
a
material
and
sustainable
increase
in
revenue
starting
in
2024.
Those
wins
are
an
important
commercial
success
and
also
a
validation
of
management’s
decision
to
structurally
increase
the
company’s
rate
of
reinvestment
into
research
and
development
starting
in
2019-2020.
We
continue
to
be
impressed
with
the
quality
of
NOVT’s
business
and
its
management.
Kinsale
Capital
Group,
Inc.
(KNSL)
is
a
property
and
casualty
(P&C)
insurance
company
focused
on
the
niche
market
of
excess
and
surplus
(E&S)
lines.
The
E&S
insurance
market
offers
less
intense
competition,
superior
profitability,
and
in
recent
years,
faster
growth
than
the
overall
P&C
insurance
market.
KNSL’s
stock
outperformed
as
the
company
released
a
string
of
strong
earnings
reports
and
bullish
business
outlook,
continuing
its
record
of
outstanding
growth
and
profitability.
Rising
interest
rates
provided
additional
tailwind
to
KNSL’s
earnings
growth
as
its
investment
portfolios
are
generating
higher
returns.
We
continue
to
believe
KNSL
is
a
best-in-class
3
operator
in
the
E&S
market
led
by
an
exceptional
management
team,
and
it
can
consistently
deliver
strong
growth
with
healthy
returns
on
investment.
Abcam
PLC
(ABCM)
develops,
manufactures,
and
distributes
antibodies
and
related
protein
research
tools
to
the
life
sciences
community.
ABCM
outperformed
as
a
result
of
an
activist
campaign
launched
by
founder
and
former
CEO
Jonathan
Milner
that
appears
likely
to
result
in
the
sale
of
the
company.
We
are
sympathetic
to
many
of
Mr.
Milner’s
complaints
as
we
believe
Abcam’s
execution
has
underwhelmed
recently,
though
its
business
remains
well-positioned
in
an
attractive
market
for
life
sciences
tools.
There
are
several
potential
strategic
acquirers
who
may
be
able
to
unlock
more
value
in
the
company
than
ABCM
could
on
a
standalone
basis.
We
expect
the
company
to
receive
multiple
attractive
bids.
1
Russell
2000
Index
measures
the
performance
of
the
small-cap
segment
of
the
US
equity
universe.
The
Russell
2000
Index
is
a
subset
of
the
Russell
3000
Index
representing
approximately
10%
of
the
total
market
capitalization
of
that
index.
It
includes
approximately
2,000
of
the
smallest
securities
based
on
a
combination
of
their
market
cap
and
current
index
membership.
The
Russell
2000
Growth
Index
measures
the
performance
of
the
small
cap
growth
segment
of
the
US
equity
universe.
2
Source:
Factset,
uses
weighted
harmonic
average
of
index
P/E
ratios
for
next
fiscal
year
(the
price
of
a
stock
divided
by
its
expected
earnings
for
next
fiscal
year).
3
The
determination
of
“best-in-class”
is
solely
the
opinion
of
the
Fund’s
Adviser,
and
such
opinion
is
subject
to
change.
Those
companies
that
hold
leading
market
share
positions,
strong
growth
potential,
historically
good
profitability,
and
management
teams
known
for
integrity
and
good
corporate
governance
are
generally
considered
to
be
“best
in
class.”
42
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2023
The
following
companies
are
three
top
detractors
to
the
Fund’s
performance
over
the
past
year.
Trupanion,
Inc.
(TRUP)
is
a
leading
pet
health
insurance
company
operating
in
a
large,
underpenetrated
market
with
a
differentiated
go-to-market
strategy
and
a
vertically
integrated
business
model.
TRUP’s
share
price
came
under
significant
pressure
as
investors
grew
increasingly
concerned
about
the
claims
loss
ratio.
The
ratio
has
remained
elevated
for
an
extended
period
of
time
due
to
underpricing
driven
by
elevated
veterinary
cost
inflation
and
higher
claims
frequency.
Management
noted
that
TRUP
underestimated
the
magnitude
of
veterinary
cost
inflation
and
has
taken
appropriate
price
increases
to
bring
the
claims
loss
ratio
down
and
closer
to
its
long-term
target.
It
will
likely
take
a
few
more
quarters
for
the
price
increases
to
flow
through
the
book
of
business.
While
higher-than-normal
price
increases
could
potentially
elevate
monthly
pet
churn
in
the
near-term,
TRUP
seems
to
be
managing
that
risk
well
so
far.
We
remain
excited
about
TRUP’s
long-term
potential
and
expect
the
company
to
continue
gaining
significant
market
share
while
also
benefiting
from
higher
pet
insurance
penetration
rates
in
North
America
over
time.
Cable
One,
Inc.
(CABO)
is
a
cable
and
internet
service
provider
serving
primarily
rural
and
suburban
areas.
CABO
and
other
cable
stocks
have
underperformed
over
the
last
year
due
to
slowing
subscriber
growth.
The
slowdown
has
been
attributed
to
macro
factors,
such
as
lower
existing
home
sales
which
can
be
a
sales
catalyst
for
internet
service
providers,
as
well
as
increased
competition.
In
our
view,
the
macro
factors
appear
temporary
and
are
little
cause
for
concern.
However,
the
altered
competitive
landscape
impaired
our
investment
thesis
and
reduced
our
long-term
confidence
in
growth.
Wireless
carriers
such
as
T-Mobile
and
Verizon
have
leveraged
their
excess
spectrum
capacity
to
offer
a
home
internet
service
to
their
substantial
pools
of
overlapping
customers.
T-Mobile
and
Verizon
grew
rapidly
while
subscriber
growth
at
all
the
largest
cable
companies
came
to
a
halt.
While
there
are
still
many
questions
about
the
long-term
viability
of
a
wireless
home
internet
product,
in
our
view
it
will
continue
to
be
a
headwind
over
at
least
the
next
few
years.
We
now
believe
shares
are
unlikely
to
outperform
over
a
reasonable
investment
horizon
given
the
low
growth
outlook
and
unlikely
resolution
of
the
competitive
issue.
We
have
been
reducing
our
position
in
CABO
over
the
last
year.
Endava
PLC
(DAVA)
is
a
technology
services
provider
that
focuses
on
enabling
companies’
digital
transformations.
The
stock
has
underperformed
due
to
several
factors.
First,
the
company
issued
a
rare
reduction
in
full-year
guidance
in
conjunction
with
its
fiscal
2Q
earnings
report
in
early
2023.
The
market
for
DAVA’s
services
has
been
historically
strong
since
the
onset
of
COVID.
With
the
economic
outlook
weakening
across
many
industries
and
geographies,
customers’
year-end
budgets
saw
additional
scrutiny
which
resulted
in
some
existing
projects
being
wound
down
and
new
engagements
progressing
more
slowly
than
anticipated.
Second,
as
generative
AI
enthusiasm
propelled
certain
technology
stocks
higher,
investors
feared
that
AI
could
impair
Endava’s
business
model
over
the
longer
term.
Despite
the
near-term
cyclical
headwinds
and
the
longer-term
secular
fears,
we
continue
to
believe
companies
in
virtually
all
industries
will
have
more
need
for
specialized
IT
services
over
the
long
term
and
that
DAVA
will
be
a
beneficiary
of
that
trend.
43
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2023
Attribution
Analysis
In
the
fiscal
year
ending
June
30,
2023,
your
Fund’s
underperformance
can
be
attributed
to
stock
selection.
Sector
allocation
contributed
positively
to
performance.
Your
Fund
was
over-weighted
versus
the
Index
in
the
Consumer
Staples,
Financials,
Industrials,
and
Information
Technology
sectors.
In
Consumer
Staples,
Industrials,
and
Information
Technology,
the
over-weighting
contributed
to
performance,
while
stock
selection
was
a
detractor.
The
overweight
in
Financials
detracted
from
performance
but
stock
selection
was
a
positive
contributor.
Your
Fund
was
under-weighted
versus
the
Index
in
the
Communication
Services,
Consumer
Discretionary,
Healthcare
and
Materials
sectors.
In
Healthcare
and
Materials,
the
under-weighting
contributed
to
performance,
while
stock
selection
was
a
detractor.
In
Consumer
Discretionary,
the
under-weighting
detracted
from
performance,
while
stock
selection
was
a
positive
contributor.
In
Communication
Services,
the
under-weighting
and
stock
selection
detracted
from
performance.
Your
Fund
did
not
hold
any
positions
in
the
Energy,
Real
Estate
or
Utilities,
the
absence
of
all
of
which
contributed
to
performance
compared
to
the
Index.
Sector
Weights
The
following
bar
chart
presents
the
sector
weighting
of
your
Fund
versus
the
sector
weighting
of
the
Index
as
of
June
30,
2023
(note
this
may
differ
slightly
with
the
commentary
above,
which
relates
to
average
weighting
as
opposed
to
year-end
weighting):
Source:
FactSet
44
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2023
Best
and
Worst
Performers
FIVE
LARGEST
EQUITY
HOLDINGS
JUNE
30,
2023
As
always,
we
appreciate
the
confidence
you
have
placed
in
D.F.
Dent
and
Company
and
are
conscious
of
the
responsibility
that
you
have
entrusted
to
us.
We
will
continue
to
work
diligently
on
your
behalf.
Respectively
Submitted,
Ticker
Company
Name
Contribution
to
Return
Five
Largest
Contributors
6.96
%
NOVT
Novanta,
Inc.
1.60%
KNSL
Kinsale
Capital
Group,
Inc.
1.49%
ABCM
Abcam
PLC,
ADR
1.31%
FND
Floor
&
Décor
Holdings,
Inc.
Class
A
1.28%
MEDP
Medpace
Holdings,
Inc.
1.28%
Five
Largest
Detractors
-
6.2
8
%
TRUP
Trupanion,
Inc.
-1.86%
CABO
Cable
One,
Inc.
-1.55%
DAVE
Endava
PLC
,
ADR
-1.31%
AZTA
Azenta,
Inc.
-0.85%
PRM
Perimeter
Solutions
SA
-0.71%
Quantity
Security
Total
Cost
Market
Value
Percent
of
Net
Assets
of
the
Fund
26,087
HEICO
Corp.
$
2,259,491
$
3,667,832
3.91
%
19,096
SiteOne
Landscape
Supply,
Inc.
1,929,452
3,195,906
3.41
39,257
Hamilton
Lane,
Inc.
2,615,233
3,139,775
3.35
189,701
Utz
Brands,
Inc.
2,974,041
3,103,508
3.31
16,025
Novanta,
Inc.
1,613,694
2,950,203
3.15
$
11,391,911
$
16,057,224
17.13
%
Matthew
F.
Dent
Gary
Wu
45
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
(Unaudited)
JUNE
30,
2023
IMPORTANT
INFORMATION:
Investing
involves
risks,
including
the
possible
loss
of
principal.
The
Fund
invests
in
small-
and
medium-size
companies,
which
carry
greater
risk
than
is
customarily
associated
with
larger,
more
established
companies.
Investing
in
American
Depositary
Receipts
(ADRs)
carries
risks
of
political
and
financial
instability,
less
liquidity
and
greater
volatility,
as
well
as
risks
associated
with
the
lack
of
reliable
accounting
and
financial
information.
The
Fund
is
also
subject
to
other
risks,
such
as
the
risk
associated
with
Real
Estate
Investment
Trusts
(REITs)
like
possible
real
estate
market
declines,
which
are
detailed
in
the
Fund’s
prospectus.
The
Russell
2000
Growth
Index
measures
the
performance
of
the
small-cap
growth
segment
of
the
U.S.
equity
universe.
One
cannot
invest
directly
in
an
index.
The
views
in
this
report
contained
herein
were
those
of
the
Fund’s
Adviser
as
of
June
30,
2023,
and
may
not
reflect
the
Adviser’s
views
on
the
date
this
report
is
first
published
or
anytime
thereafter.
This
report
may
contain
discussions
about
certain
investments
both
held
and
not
held
in
the
portfolio
as
of
the
report
date.
All
current
and
future
holdings
are
subject
to
risk
and
are
subject
to
change.
While
these
views
are
intended
to
assist
shareholders
in
understanding
their
investment
in
the
Fund,
they
do
not
constitute
investment
or
tax
advice,
are
not
a
guarantee
of
future
performance
and
are
not
intended
as
an
offer
or
solicitation
with
respect
to
the
purchase
or
sale
of
any
security.
46
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
JUNE
30,
2023
The
following
chart
reflects
the
change
in
the
value
of
a
hypothetical
$10,000
investment,
including
reinvested
dividends
and
distributions,
in
the
DF
Dent
Small
Cap
Growth
Fund
(the”Fund”)
compared
with
the
performance
of
the
benchmark,
the
Russell
2000
Growth
Index
(“Russell
2000
Growth”),
since
inception.
The
Russell
2000
Growth,
the
Fund‘s
primary
performance
benchmark,
measures
the
performance
of
those
Russell
2000
Growth
companies
with
higher
price-to-value
ratios
and
higher
forecasted
growth
values.
The
total
return
of
the
index
includes
the
reinvestment
of
dividends
and
income.
The
total
return
of
the
Fund
includes
operating
expenses
that
reduce
returns,
while
the
total
return
of
the
index
does
not
include
expenses.
The
Fund
is
professionally
managed,
while
the
index
is
unmanaged
and
is
not
available
for
investment.
Comparison
of
Change
in
Value
of
a
$10,000
Investment
DF
Dent
Small
Cap
Growth
Fund
–
Investor
Shares
vs.
Russell
2000
Growth
Index
Performance
data
quoted
represents
past
performance
and
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
For
the
most
recent
month-end
performance,
please
call
(866)
233-3368.
As
stated
in
the
Fund’s
prospectus,
the
annual
operating
expense
ratios
(gross)
for
Investor
Shares
and
Institutional
Shares
are
1.23%
and
1.09%,
respectively.
However,
the
Fund’s
Adviser has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
and
extraordinary
expenses)
to
1.05%
and
0.95%
of
Investor
Shares
and
Institutional
Shares,
respectively,
through
October
31,
2023
(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
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
Average
Annual
Total
Returns
Periods
Ended
June
30,
2023
One
Year
Five
Year
Since
Inception
(11/01/13)
(1)
DF
Dent
Small
Cap
Growth
Fund
-
Investor
Shares
14.13%
8.18%
9.54%
DF
Dent
Small
Cap
Growth
Fund
-
Institutional
Shares
(2)
14.23%
8.29%
9.59%
Russell
2000
Growth
Index
18.53%
4.22%
7.67%
(1)
Investor
Shares
commenced
operations
on
November
1,
2013
and
Institutional
Shares
commenced
operations
on
November
20,
2017.
(2)
Performance
for
the
since
inception
period
is
a
blended
average
annual
return,
which
include
the
returns
of
the
Investor
Shares
prior
to
the
commencement
of
the
Institutional
Shares.
47
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
PERFORMANCE
CHART
AND
ANALYSIS
(Unaudited)
JUNE
30,
2023
lesser
of
(i)
the
then-current
expense
cap,
or
(ii)
the
expense
cap
in
place
at
the
time
the
fees/expenses
were
waived/reimbursed.
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
will
increase
if
exclusions
from
the
Expense
Cap
apply.
During
the
year,
certain
fees
were
waived
and/or
expenses
reimbursed;
otherwise,
returns
would
have
been
lower.
The
performance
table
and
graph
do
not
reflect
the
deduction
of
taxes
that
a
shareholder
would
pay
on
Fund
distributions
or
the
redemption
of
Fund
shares.
Returns
greater
than
one
year
are
annualized.
48
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
JUNE
30,
2023
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
June
30,
2023.
The
inputs
or
methodology
used
for
valuing
securities
are
not
necessarily
an
indication
of
the
risks
associated
with
investing
in
those
securities.
For
more
information
on
valuation
inputs,
and
their
aggregation
into
the
levels
used
in
the
table
below,
please
refer
to
the
Security
Valuation
section
in
Note
2
of
the
accompanying
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Common
Stock
-
96.5%
Communication
Services
-
0.5%
670
Cable
One,
Inc.
$
440,244
Consumer
Discretionary
-
9.7%
21,947
Bright
Horizons
Family
Solutions,
Inc.
(a)
2,029,000
17,811
CarMax,
Inc.
(a)
1,490,781
33,724
Chewy,
Inc.
(a)
1,331,086
25,284
Floor
&
Decor
Holdings,
Inc.,
Class A
(a)
2,628,525
5,251
Murphy
USA,
Inc.
1,633,638
9,113,030
Consumer
Staples
-
5.4%
189,701
Utz
Brands,
Inc.
3,103,508
10,047
WD-40
Co.
1,895,367
4,998,875
Financials
-
11.3%
41,447
EVERTEC,
Inc.
1,526,493
44,339
Goosehead
Insurance,
Inc.,
Class A
(a)
2,788,480
39,257
Hamilton
Lane,
Inc.,
Class A
3,139,775
6,710
Kinsale
Capital
Group,
Inc.
2,510,882
33,212
Trupanion,
Inc.
(a)
653,612
10,619,242
Health
Care
-
21.0%
113,711
Abcam
PLC,
ADR
(a)
2,782,508
4,074
Atrion
Corp.
2,304,662
19,388
Azenta,
Inc.
(a)
905,032
36,012
Bio-Techne
Corp.
2,939,660
6,720
Charles
River
Laboratories
International,
Inc.
(a)
1,412,880
25,161
CryoPort,
Inc.
(a)
434,027
33,181
HealthEquity,
Inc.
(a)
2,095,048
23,037
LeMaitre
Vascular,
Inc.
1,549,929
7,565
Medpace
Holdings,
Inc.
(a)
1,816,886
7,375
Mesa
Laboratories,
Inc.
947,688
11,051
OrthoPediatrics
Corp.
(a)
484,586
14,377
Repligen
Corp.
(a)
2,033,771
19,706,677
Industrials
-
22.4%
78,503
Douglas
Dynamics,
Inc.
2,345,670
20,360
Exponent,
Inc.
1,899,995
26,087
HEICO
Corp.,
Class A
3,667,832
17,182
John
Bean
Technologies
Corp.
2,084,177
7,032
Kadant,
Inc.
1,561,807
12,673
Simpson
Manufacturing
Co.,
Inc.
1,755,210
19,096
SiteOne
Landscape
Supply,
Inc.
(a)
3,195,906
43,648
WillScot
Mobile
Mini
Holdings
Corp.
(a)
2,085,938
Shares
Security
Description
Value
Industrials
-
22.4%
(continued)
32,930
WNS
Holdings,
Ltd.,
ADR
(a)
$
2,427,600
21,024,135
Information
Technology
-
23.0%
25,806
Alarm.com
Holdings,
Inc.
(a)
1,333,654
15,810
Appfolio,
Inc.
(a)
2,721,534
20,237
BlackLine,
Inc.
(a)
1,089,155
26,348
Endava
PLC,
ADR
(a)
1,364,563
13,558
Envestnet,
Inc.
(a)
804,667
29,061
Guidewire
Software,
Inc.
(a)
2,210,961
11,874
Manhattan
Associates,
Inc.
(a)
2,373,375
16,025
Novanta,
Inc.
(a)
2,950,203
23,242
Procore
Technologies,
Inc.
(a)
1,512,357
33,575
Sprout
Social,
Inc.,
Class A
(a)
1,549,822
20,017
The
Descartes
Systems
Group,
Inc.
(a)
1,603,562
20,043
Workiva,
Inc.
(a)
2,037,571
21,551,424
Materials
-
3.2%
9,172
Eagle
Materials,
Inc.
1,709,844
212,953
Perimeter
Solutions
SA
(a)
1,309,661
3,019,505
Total
Common
Stock
(Cost
$78,614,230)
90,473,132
Money
Market
Fund
-
3.6%
3,408,916
First
American
Treasury
Obligations
Fund,
Class X,
5.04%
(b)
(Cost
$3,408,916)
3,408,916
Investments,
at
value
-
100.1%
(Cost
$82,023,146)
$
93,882,048
Other
Assets
&
Liabilities,
Net
-
(0.1)%
(125,708)
Net
Assets
-
100.0%
$
93,756,340
ADR
American
Depositary
Receipt
PLC
Public
Limited
Company
(a)
Non-income
producing
security.
(b)
Dividend
yield
changes
daily
to
reflect
current
market
conditions.
Rate
was
the
quoted
yield
as
of
June
30,
2023.
49
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
JUNE
30,
2023
The
Level
1
value
displayed
in
this
table
is
Common
Stock
and
a
Money
Market
Fund.
Refer
to
this
Schedule
of
Investments
for
a
further
breakout
of
each
security
by
industry.
Valuation
Inputs
Investments
in
Securities
Level
1
-
Quoted
Prices
$
93,882,048
Level
2
-
Other
Significant
Observable
Inputs
–
Level
3
-
Significant
Unobservable
Inputs
–
Total
$
93,882,048
PORTFOLIO
HOLDINGS
(Unaudited)
%
of
Total
Net
Assets
Communication
Services
0.5%
Consumer
Discretionary
9.7%
Consumer
Staples
5.4%
Financials
11.3%
Health
Care
21.0%
Industrials
22.4%
Information
Technology
23.0%
Materials
3.2%
Money
Market
Fund
3.6%
Other
Assets
&
Liabilities,
Net
(0.1)%
100.0%
50
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
STATEMENT
OF
ASSETS
AND
LIABILITIES
JUNE
30,
2023
ASSETS
Investments,
at
value
(Cost
$82,023,146)
$
93,882,048
Receivables:
Fund
shares
sold
69,759
Investment
securities
sold
63,199
Dividends
43,157
Prepaid
expenses
17,891
Total
Assets
94,076,054
LIABILITIES
Payables:
Fund
shares
redeemed
120,354
Accrued
Liabilities:
Investment
adviser
fees
158,299
Fund
services
fees
8,112
Other
expenses
32,949
Total
Liabilities
319,714
NET
ASSETS
$
93,756,340
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
91,919,904
Distributable
Earnings
1,836,436
NET
ASSETS
$
93,756,340
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
Investor
Shares
881,278
Institutional
Shares
3,615,245
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE
Investor
Shares
(based
on
net
assets
of
$18,294,597)
$
20.76
Institutional
Shares
(based
on
net
assets
of
$75,461,743)
$
20.87
51
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
STATEMENT
OF
OPERATIONS
YEAR
ENDED
JUNE
30,
2023
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$2,736)
$
441,974
Total
Investment
Income
441,974
EXPENSES
Investment
adviser
fees
727,773
Fund
services
fees
80,152
Transfer
agent
fees:
Investor
Shares
21,896
Institutional
Shares
20,175
Custodian
fees
9,629
Registration
fees:
Investor
Shares
17,257
Institutional
Shares
18,585
Professional
fees
33,847
Trustees'
fees
and
expenses
6,621
Other
expenses
53,913
Total
Expenses
989,848
Fees
waived
(161,204)
Net
Expenses
828,644
NET
INVESTMENT
LOSS
(386,670)
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
loss
on
investments
(3,935,756)
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
15,764,375
NET
REALIZED
AND
UNREALIZED
GAIN
11,828,619
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
11,441,949
52
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
For
the
Years
Ended
June
30,
2023
2022
OPERATIONS
Net
investment
loss
$
(386,670)
$
(558,800)
Net
realized
loss
(3,935,756)
(5,102,754)
Net
change
in
unrealized
appreciation
(depreciation)
15,764,375
(22,254,796)
Increase
(Decrease)
in
Net
Assets
Resulting
from
Operations
11,441,949
(27,916,350)
DISTRIBUTIONS
TO
SHAREHOLDERS
Investor
Shares
–
(672,430)
Institutional
Shares
–
(1,948,221)
Total
Distributions
Paid
–
(2,620,651)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares:
Investor
Shares
3,150,734
4,617,488
Institutional
Shares
17,206,517
52,851,758
Reinvestment
of
distributions:
Investor
Shares
–
643,382
Institutional
Shares
–
1,681,845
Redemption
of
shares:
Investor
Shares
(5,357,981)
(9,406,759)
Institutional
Shares
(11,637,151)
(22,968,443)
Redemption
fees:
Investor
Shares
–
6,744
Increase
in
Net
Assets
from
Capital
Share
Transactions
3,362,119
27,426,015
Increase
(Decrease)
in
Net
Assets
14,804,068
(3,110,986)
NET
ASSETS
Beginning
of
Year
78,952,272
82,063,258
End
of
Year
$
93,756,340
$
78,952,272
SHARE
TRANSACTIONS
Sale
of
shares:
Investor
Shares
165,332
200,159
Institutional
Shares
895,548
2,218,989
Reinvestment
of
distributions:
Investor
Shares
–
25,818
Institutional
Shares
–
67,220
Redemption
of
shares:
Investor
Shares
(279,318)
(412,287)
Institutional
Shares
(610,175)
(1,057,613)
Increase
in
Shares
171,387
1,042,286
53
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
FINANCIAL
HIGHLIGHTS
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year
.
For
the
Years
Ended
June
30,
2023
2022
2021
2020
2019
INVESTOR
SHARES
NET
ASSET
VALUE,
Beginning
of
Year
$
18.19
$
24.94
$
18.38
$
17.10
$
15.97
INVESTMENT
OPERATIONS
Net
investment
loss
(a)
(0.10)
(0.15)
(0.13)
(0.09)
(0.07)
Net
realized
and
unrealized
gain
(loss)
2.67
(6.01)
7.16
1.63
2.19
Total
from
Investment
Operations
2.57
(6.16)
7.03
1.54
2.12
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
–
(0.60)
(0.48)
(0.26)
(0.99)
Total
Distributions
to
Shareholders
–
(0.60)
(0.48)
(0.26)
(0.99)
REDEMPTION
FEES(a)
–
0.01
0.01
0.00(b)
–
NET
ASSET
VALUE,
End
of
Year
$
20.76
$
18.19
$
24.94
$
18.38
$
17.10
TOTAL
RETURN
14.13%
(25.32)%
38.60%
9.08%
15.01%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
18,295
$
18,105
$
29,472
$
8,394
$
6,757
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.54)%
(0.64)%
(0.58)%
(0.50)%
(0.43)%
Net
expenses
1.05%
1.05%
1.05%
1.05%
1.05%
Gross
expenses
(c)
1.30%
1.23%
1.30%
1.66%
2.30%
PORTFOLIO
TURNOVER
RATE
41%
46%
34%
38%
44%
footertext
(a)
Calculated
based
on
average
shares
outstanding
during
each
year.
(b)
Less
than
$0.01
per
share.
(c)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
54
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
FINANCIAL
HIGHLIGHTS
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
year
.
For
the
Years
Ended
June
30,
2023
2022
2021
2020
2019
INSTITUTIONAL
SHARES
NET
ASSET
VALUE,
Beginning
of
Year
$
18.27
$
25.03
$
18.42
$
17.13
$
15.97
INVESTMENT
OPERATIONS
Net
investment
loss
(a)
(0.08)
(0.12)
(0.11)
(0.07)
(0.05)
Net
realized
and
unrealized
gain
(loss)
2.68
(6.04)
7.20
1.62
2.20
Total
from
Investment
Operations
2.60
(6.16)
7.09
1.55
2.15
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
–
(0.60)
(0.48)
(0.26)
(0.99)
Total
Distributions
to
Shareholders
–
(0.60)
(0.48)
(0.26)
(0.99)
REDEMPTION
FEES(a)
–
–
0.00(b)
0.00(b)
–
NET
ASSET
VALUE,
End
of
Year
$
20.87
$
18.27
$
25.03
$
18.42
$
17.13
TOTAL
RETURN
14.23%
(25.27)%
38.79%
9.12%
15.20%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Year
(000s
omitted)
$
75,462
$
60,847
$
52,591
$
14,626
$
12,332
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.43)%
(0.52)%
(0.49)%
(0.40)%
(0.32)%
Net
expenses
0.95%
0.95%
0.95%
0.95%
0.95%
Gross
expenses
(c)
1.12%
1.09%
1.18%
1.72%
2.18%
PORTFOLIO
TURNOVER
RATE
41%
46%
34%
38%
44%
footertext
(a)
Calculated
based
on
average
shares
outstanding
during
each
year.
(b)
Less
than
$0.01
per
share.
(c)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
55
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2023
Note
1.
Organization
DF
Dent
Premier
Growth
Fund,
DF
Dent
Midcap
Growth
Fund,
and
DF
Dent
Small
Cap
Growth
Fund
(individually,
a
“Fund”
and
collectively,
the
“Funds”)
are
diversified
portfolios
of
Forum
Funds
(the
“Trust”).
The
Trust
is
a
Delaware
statutory
trust
that
is
registered
as
an
open-end,
management
investment
company
under
the
Investment
Company
Act
of
1940,
as
amended
(the
“Act”).
Under
its
Trust
Instrument,
the
Trust
is
authorized
to
issue
an
unlimited
number
of
each
Fund’s
shares
of
beneficial
interest
without
par
value.
DF
Dent
Premier
Growth
Fund
commenced
operations
on
July
16,
2001.
DF
Dent
Midcap
Growth
Fund’s
Investor
Shares,
Institutional
Shares,
and
Institutional
Plus
Shares
commenced
operations
on
July
1,
2011,
November
29,
2017,
and
December
3,
2021,
respectively.
DF
Dent
Small
Cap
Growth
Fund’s
Investor
Shares
and
Institutional
Shares
commenced
operations
on
November
1,
2013
and
November
20,
2017,
respectively.
The
Funds
seek
long-term
capital
appreciation.
Note
2.
Summary
of
Significant
Accounting
Policies
The
Funds
are
investment
companies
and
follow
accounting
and
reporting
guidance
under
Financial
Accounting
Standards
Board
Accounting
Standards
Codification
Topic
946,
“Financial
Services
–
Investment
Companies.”
These
financial
statements
are
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(“GAAP”),
which
require
management
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities,
the
disclosure
of
contingent
liabilities
at
the
date
of
the
financial
statements,
and
the
reported
amounts
of
increases
and
decreases
in
net
assets
from
operations
during
the
fiscal
year.
Actual
amounts
could
differ
from
those
estimates.
The
following
summarizes
the
significant
accounting
policies
of
each
Fund:
Security
Valuation
–
Securities
are
valued
at
market
prices
using
the
last
quoted
trade
or
official
closing
price
from
the
principal
exchange
where
the
security
is
traded,
as
provided
by
independent
pricing
services
on
each
Fund
business
day.
In
the
absence
of
a
last
trade,
securities
are
valued
at
the
mean
of
the
last
bid
and
ask
price
provided
by
the
pricing
service.
Shares
of
non-exchange
traded
open-end
mutual
funds
are
valued
at
net
asset
value
(“NAV”).
Short-term
investments
that
mature
in
sixty
days
or
less
may
be
valued
at
amortized
cost.
Pursuant
to
Rule
2a-5
under
the
Investment
Company
Act,
the
Trust’s
Board
of
Trustees
(the
“Board”)
has
designated
the
Adviser,
as
defined
in
Note
3,
as
each
Fund’s
valuation
designee
to
perform
any
fair
value
determinations
for
securities
and
other
assets
held
by
each
Fund.
The
Adviser
is
subject
to
the
oversight
of
the
Board
and
certain
reporting
and
other
requirements
intended
to
provide
the
Board
the
information
needed
to
oversee
the
Adviser’s
fair
value
determinations.
The
Adviser
is
responsible
for
determining
the
fair
value
of
investments
for
which
market
quotations
are
not
readily
available
in
accordance
with
policies
and
procedures
that
have
been
approved
by
the
Board.
Under
these
procedures,
the
Adviser
convenes
on
a
regular
and
ad
hoc
basis
to
review
such
investments
and
considers
a
number
of
factors,
including
valuation
methodologies
and
significant
unobservable
inputs,
when
arriving
at
fair
value.
The
Board
has
approved
the
Adviser’s
fair
valuation
procedures
as
a
part
of
each
Fund’s
compliance
program
and
will
review
any
changes
made
to
the
procedures.
56
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2023
The
Adviser
provides
fair
valuation
inputs.
In
determining
fair
valuations,
inputs
may
include
market-based
analytics
that
may
consider
related
or
comparable
assets
or
liabilities,
recent
transactions,
market
multiples,
book
values
and
other
relevant
investment
information.
Adviser
inputs
may
include
an
income-based
approach
in
which
the
anticipated
future
cash
flows
of
the
investment
are
discounted
in
determining
fair
value.
Discounts
may
also
be
applied
based
on
the
nature
or
duration
of
any
restrictions
on
the
disposition
of
the
investments.
The
Adviser
performs
regular
reviews
of
valuation
methodologies,
key
inputs
and
assumptions,
disposition
analysis
and
market
activity.
Fair
valuation
is
based
on
subjective
factors
and,
as
a
result,
the
fair
value
price
of
an
investment
may
differ
from
the
security’s
market
price
and
may
not
be
the
price
at
which
the
asset
may
be
sold.
Fair
valuation
could
result
in
a
different
NAV
than
a
NAV
determined
by
using
market
quotes.
GAAP
has
a
three-tier
fair
value
hierarchy.
The
basis
of
the
tiers
is
dependent
upon
the
various
“inputs”
used
to
determine
the
value
of
each
Fund’s
investments.
These
inputs
are
summarized
in
the
three
broad
levels
listed
below:
Level
1
-
Quoted
prices
in
active
markets
for
identical
assets
and
liabilities.
Level
2
-
Prices
determined
using
significant
other
observable
inputs
(including
quoted
prices
for
similar
securities,
interest
rates,
prepayment
speeds,
credit
risk,
etc.).
Short-term
securities
with
maturities
of
sixty
days
or
less
are
valued
at
amortized
cost,
which
approximates
market
value,
and
are
categorized
as
Level
2
in
the
hierarchy.
Municipal
securities,
long-term
U.S.
government
obligations
and
corporate
debt
securities
are
valued
in
accordance
with
the
evaluated
price
supplied
by
a
pricing
service
and
generally
categorized
as
Level
2
in
the
hierarchy.
Other
securities
that
are
categorized
as
Level
2
in
the
hierarchy
include,
but
are
not
limited
to,
warrants
that
do
not
trade
on
an
exchange,
securities
valued
at
the
mean
between
the
last
reported
bid
and
ask
quotation
and
international
equity
securities
valued
by
an
independent
third
party
with
adjustments
for
changes
in
value
between
the
time
of
the
securities’
respective
local
market
closes
and
the
close
of
the
U.S.
market.
Level
3
-
Significant
unobservable
inputs
(including
each
Fund’s
own
assumptions
in
determining
the
fair
value
of
investments).
The
aggregate
value
by
input
level,
as
of
June
30,
2023,
for
each
Fund’s
investments
is
included
at
the
end
of
each
Fund’s
Schedule
of
Investments.
Security
Transactions,
Investment
Income
and
Realized
Gain
and
Loss
–
Investment
transactions
are
accounted
for
on
the
trade
date.
Dividend
income
is
recorded
on
the
ex-dividend
date.
Foreign
dividend
income
is
recorded
on
the
ex-dividend
date
or
as
soon
as
possible
after
determining
the
existence
of
a
dividend
declaration
after
exercising
reasonable
due
diligence.
Income
and
capital
gains
on
some
foreign
securities
may
be
subject
to
foreign
withholding
taxes,
which
are
accrued
as
applicable.
Interest
income
is
recorded
on
an
accrual
basis.
Premium
is
amortized
to
the
next
call
date
above
par,
and
discount
is
accreted
to
maturity
using
the
effective
interest
method.
Identified
cost
of
investments
sold
is
used
to
determine
the
gain
and
loss
for
both
financial
statement
and
federal
income
tax
purposes.
57
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2023
Distributions
to
Shareholders
–
Each
Fund
declares
any
dividends
from
net
investment
income
and
pays
them
annually.
Any
net
capital
gains
realized
by
the
Funds
are
distributed
at
least
annually.
Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
Distributions
are
based
on
amounts
calculated
in
accordance
with
applicable
federal
income
tax
regulations,
which
may
differ
from
GAAP.
These
differences
are
due
primarily
to
differing
treatments
of
income
and
gain
on
various
investment
securities
held
by
each
Fund,
timing
differences
and
differing
characterizations
of
distributions
made
by
each
Fund.
Federal
Taxes
–
Each
Fund
intends
to
continue
to
qualify
each
year
as
a
regulated
investment
company
under
Subchapter
M
of
Chapter
1,
Subtitle
A,
of
the
Internal
Revenue
Code
of
1986,
as
amended
(“Code”),
and
to
distribute
all
of
its
taxable
income
to
shareholders.
In
addition,
by
distributing
in
each
calendar
year
substantially
all
of
their
net
investment
income
and
capital
gains,
if
any,
the
Funds
will
not
be
subject
to
a
federal
excise
tax.
Therefore,
no
federal
income
or
excise
tax
provision
is
required.
Each
Fund
recognizes
interest
and
penalties,
if
any,
related
to
unrecognized
tax
benefits
as
income
tax
expense
in
the
Statements
of
Operations.
During
the
year,
each
Fund
did
not
incur
any
interest
penalties.
Each
Fund
files
a
U.S.
federal
income
and
excise
tax
return
as
required.
Each
Fund’s
federal
income
tax
returns
are
subject
to
examination
by
the
Internal
Revenue
Service
for
a
period
of
three
fiscal
years
after
they
are
filed.
As
of
June
30,
2023,
there
are
no
uncertain
tax
positions
that
would
require
financial
statement
recognition,
de-recognition
or
disclosure.
Income
and
Expense
Allocation
–
The
Trust
accounts
separately
for
the
assets,
liabilities
and
operations
of
each
of
its
investment
portfolios.
Expenses
that
are
directly
attributable
to
more
than
one
investment
portfolio
are
allocated
among
the
respective
investment
portfolios
in
an
equitable
manner.
The
DF
Dent
Midcap
Growth
Fund's
and
DF
Dent
Small
Cap
Growth
Fund's
class-specific
expenses
are
charged
to
the
operations
of
that
class
of
shares.
Income
and
expenses
(other
than
expenses
attributable
to
a
specific
class)
and
realized
and
unrealized
gains
or
losses
on
investments
are
allocated
to
each
class
of
shares
based
on
the
class’
respective
net
assets
to
the
total
net
assets
of
each
Fund.
Commitments
and
Contingencies
–
In
the
normal
course
of
business,
each
Fund
enters
into
contracts
that
provide
general
indemnifications
by
each
Fund
to
the
counterparty
to
the
contract.
Each
Fund’s
maximum
exposure
under
these
arrangements
is
dependent
on
future
claims
that
may
be
made
against
each
Fund
and,
therefore,
cannot
be
estimated;
however,
based
on
experience,
the
risk
of
loss
from
such
claims
is
considered
remote.
Each
Fund
has
determined
that
none
of
these
arrangements
requires
disclosure
on
each
Fund’s
balance
sheet.
Note
3.
Fees
and
Expenses
Investment
Adviser
–
D.F.
Dent
and
Company,
Inc.
(the
“Adviser”)
is
the
investment
adviser
to
the
Funds.
Pursuant
to
an
investment
advisory
agreement,
the
Adviser
receives
an
advisory
fee,
payable
monthly,
at
an
annual
rate
of
0.99%,
0.75%,
and
0.85%
of
the
average
daily
net
assets
of
DF
Dent
Premier
Growth
Fund,
DF
Dent
Midcap
Growth
Fund
and
DF
Dent
Small
Cap
Growth
Fund,
respectively.
58
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2023
Distribution
–
Foreside
Fund
Services,
LLC,
a
wholly
owned
subsidiary
of
Foreside
Financial
Group,
LLC
(dba
ACA
Group)
(the
“Distributor”),
acts
as
the
agent
of
the
Trust
in
connection
with
the
continuous
offering
of
shares
of
the
Funds.
The
Funds
do
not
have
a
distribution
(12b-1)
plan;
accordingly,
the
Distributor
does
not
receive
compensation
from
the
Funds
for
its
distribution
services.
The
Adviser
compensates
the
Distributor
directly
for
its
services.
The
Distributor
is
not
affiliated
with
the
Adviser
or
Atlantic
Fund
Administration,
LLC,
a
wholly
owned
subsidiary
of
Apex
US
Holdings
LLC
(d/b/a
Apex
Fund
Services)
(“Apex”)
or
their
affiliates.
Other
Service
Providers
–
Apex
provides
fund
accounting,
fund
administration,
compliance
and
transfer
agency
services
to
each
Fund.
The
fees
related
to
these
services
are
included
in
Fund
services
fees
within
the
Statements
of
Operations.
Apex
also
provides
certain
shareholder
report
production
and
EDGAR
conversion
and
filing
services.
Pursuant
to
an
Apex
Services
Agreement,
each
Fund
pays
Apex
customary
fees
for
its
services.
Apex
provides
a
Principal
Executive
Officer,
a
Principal
Financial
Officer,
a
Chief
Compliance
Officer
and
an
Anti-
Money
Laundering
Officer
to
each
Fund,
as
well
as
certain
additional
compliance
support
functions.
Trustees
and
Officers
–
Each
Independent
Trustee’s
annual
retainer
is
$45,000
($55,000
for
the
Chairman).
The
Audit
Committee
Chairman
receives
an
additional
$2,000
annually.
The
Trustees
and
the
Chairman
may
receive
additional
fees
for
special
Board
meetings.
Each
Trustee
is
also
reimbursed
for
all
reasonable
out-of-
pocket
expenses
incurred
in
connection
with
his
or
her
duties
as
a
Trustee,
including
travel
and
related
expenses
incurred
in
attending
Board
meetings.
The
amount
of
Trustees’
fees
attributable
to
each
Fund
is
disclosed
in
the
Statements
of
Operations.
Certain
officers
of
the
Trust
are
also
officers
or
employees
of
the
above
named
service
providers,
and
during
their
terms
of
office
received
no
compensation
from
each
Fund.
Note
4.
Expense
Reimbursement
and
Fees
Waived
The
Adviser
has
contractually
agreed
to
waive
a
portion
of
its
fee
and/or
reimburse
expenses
for
DF
Dent
Premier
Growth
Fund,
to
limit
total
annual
operating
expenses
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
and
extraordinary
expenses)
to
0.99%,
through
October
31,
2023.
Additionally,
the
Adviser
has
contractually
agreed
to
waive
a
portion
of
its
fee
and/or
reimburse
expenses
to
limit
total
annual
operating
expenses
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
and
extraordinary
expenses)
of
Investor
Shares,
Institutional
Shares,
and
Institutional
Plus
Shares
to
0.98%,
0.85%,
and
0.79%,
respectively,
through
October
31,
2023,
for
DF
Dent
Midcap
Growth
Fund.
The
Adviser
has
also
contractually
agreed
to
waive
a
portion
of
its
fee
and/or
reimburse
expenses
to
limit
total
annual
operating
expenses
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
and
extraordinary
expenses)
of
Investor
Shares
and
Institutional
Shares
to
1.05%
and
0.95%,
respectively,
through
October
31,
2023,
for
DF
Dent
Small
Cap
Growth
Fund.
Other
fund
service
providers
have
voluntarily
agreed
to
waive
and
reimburse
a
portion
of
their
fees.
These
voluntary
fee
waivers
and
reimbursements
may
be
reduced
or
eliminated
at
any
time.
For
the
year
ended
June
30,
2023
,
fees
waived
and
expenses
reimbursed
were
as
follows:
59
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2023
The
Adviser
may
be
reimbursed
by
each
Fund
for
fees
waived
and
expenses
reimbursed
by
the
Adviser
pursuant
to
the
Expense
Cap
if
such
payment
is
made
within
three
years
of
the
fee
waiver
or
expense
reimbursement,
and
does
not
cause
the
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
to
exceed
the
lesser
of
(i)
the
then-current
expense
cap,
or
(ii)
the
expense
cap
in
place
at
the
time
the
fees/
expenses
were
waived/reimbursed.
As
of
June
30,
2023
,
$1,093,140,
$
268,980
and
$367,207
are
subject
to
recoupment
by
the
Adviser
for
the
DF
Dent
Premier
Growth
Fund,
DF
Dent
Midcap
Growth
Fund,
and
DF
Dent
Small
Cap
Growth
Fund,
respectively.
Note
5.
Security
Transactions
The
cost
of
purchases
and
proceeds
from
sales
of
investment
securities
(including
maturities),
other
than
short-
term
investments
during
the
year
ended
June
30,
2023
,
were
as
follows:
Note
6.
Federal
Income
Tax
As
of
June
30,
2023
,
cost
for
federal
income
tax
purposes
and
net
unrealized
appreciation
consists
of:
Distributions
paid
during
the
fiscal
years
ended
as
noted
were
characterized
for
tax
purposes
as
follows:
Investment
Adviser
Fees
Waived
Other
Waivers
Total
Fees
Waived
DF
Dent
Premier
Growth
Fund
$
309,122
$
42,100
$
351,222
DF
Dent
Midcap
Growth
Fund
143,924
123,785
267,709
DF
Dent
Small
Cap
Growth
Fund
135,089
26,115
161,204
Purchases
Sales
DF
Dent
Premier
Growth
Fund
$
51,666,654
$
121,862,623
DF
Dent
Midcap
Growth
Fund
160,160,529
290,428,618
DF
Dent
Small
Cap
Growth
Fund
35,129,881
34,486,656
Tax
Cost
of
Investments
Gross
Unrealized
Appreciation
Gross
Unrealized
Depreciation
Net
Unrealized
Appreciation
DF
Dent
Premier
Growth
Fund
$
121,460,200
$
127,260,549
$
(776,564)
$
126,483,985
DF
Dent
Midcap
Growth
Fund
476,223,316
138,948,543
(29,804,046)
109,144,497
DF
Dent
Small
Cap
Growth
Fund
86,767,040
15,031,207
(7,916,199)
7,115,008
Ordinary
Income
Long-Term
Capital
Gain
Total
DF
Dent
Premier
Growth
Fund
2023
$
–
$
–
$
–
2022
2,163,701
28,751,389
30,915,090
DF
Dent
Midcap
Growth
Fund
2023
–
–
–
2022
11,666,022
13,504,715
25,170,737
DF
Dent
Small
Cap
Growth
Fund
2023
–
–
–
2022
730,038
1,890,613
2,620,651
60
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2023
Equalization
debits
included
in
the
distributions
were
as
follows:
The
DF
Dent
Premier
Growth
Fund
used
equalization
accounting
for
tax
purposes,
whereby
a
portion
of
its
redemption
payments
are
treated
as
distributions
of
income
or
gain
for
tax
purposes.
As
of
June
30,
2023
,
distributable
earnings/accumulated
loss
on
a
tax
basis
were
as
follows:
The
difference
between
components
of
distributable
earnings/accumulated
loss
on
a
tax
basis
and
the
amounts
reflected
in
the
Statements
of
Assets
and
Liabilities
are
primarily
due
to
wash
sales
and
equity
return
of
capital.
For
tax
purposes,
the
current
year
late-year
ordinary
loss
was
$
491,668,
$1,141,082
and
$182,178
for
the
DF
Dent
Premier
Growth
Fund,
DF
Dent
Midcap
Growth
Fund,
and
DF
Dent
Small
Cap
Growth
Fund,
respectively,
(realized
during
the
period
January
1,
2023
through
June
30,
202
3
).
These
losses
will
be
recognized
for
tax
purposes
on
the
first
business
day
of
each
Fund’s
next
fiscal
year,
July
1,
202
3
.
As
of
June
30,
2023
,
the
DF
Dent
Midcap
Growth
Fund
and
DF
Dent
Small
Cap
Growth
Fund
had
$19,198,995
and
$1,459,419
,
respectively,
of
available
short-term
capital
loss
carryforwards
and
the
DF
Dent
Midcap
Growth
Fund
and
DF
Dent
Small
Cap
Growth
Fund
had
$57,930,320
and
$3,636,975
,
respectively,
of
available
long-
term
capital
loss
carryforwards
that
have
no
expiration
date.
On
the
Statements
of
Assets
and
Liabilities,
as
a
result
of
permanent
book
to
tax
differences,
certain
amounts
have
been
reclassified
for
the
year
ended
June
30,
202
3
.
The
following
reclassifications
were
the
result
of
current
year
net
operating
loss
and
equalization
and
have
no
impact
on
the
net
assets
of
each
Fund.
Long-Term
Capital
Gain
Total
DF
Dent
Premier
Growth
Fund
2023
$
2,637,735
$
2,637,735
2022
–
–
DF
Dent
Midcap
Growth
Fund
2023
–
–
2022
–
–
DF
Dent
Small
Cap
Growth
Fund
2023
–
–
2022
–
–
Undistributed
Long-Term
Gain
Capital
and
Other
Losses
Unrealized
Appreciation
Total
DF
Dent
Premier
Growth
Fund
$
28,332,790
$
(491,668)
$
126,483,985
$
154,325,107
DF
Dent
Midcap
Growth
Fund
–
(78,270,397)
109,144,497
30,874,100
DF
Dent
Small
Cap
Growth
Fund
–
(5,278,572)
7,115,008
1,836,436
Distributable
Earnings
Paid-in-Capital
DF
Dent
Premier
Growth
Fund
$
(1,454,045)
$
1,454,045
DF
Dent
Midcap
Growth
Fund
2,608,422
(2,608,422)
DF
Dent
Small
Cap
Growth
Fund
501,038
(501,038)
61
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
JUNE
30,
2023
Note
7.
Recent
Accounting
Pronouncements
In
June
2022,
the
Financial
Accounting
Standards
Board
issued
Accounting
Standards
Update
2022-03,
which
amends
Fair
Value
Measurement
(Topic
820);
Fair
Value
Measurement
of
Equity
Securities
Subject
to
Contractual
Sale
Restrictions
(“ASU
2022-03”).
ASU
2022-03
clarifies
guidance
for
fair
value
measurement
of
an
equity
security
subject
to
a
contractual
sale
restriction
and
establishes
new
disclosure
requirements
for
such
equity
securities.
ASU
2022-03
is
effective
for
fiscal
years
beginning
after
December
15,
2023,
and
for
interim
periods
within
those
fiscal
years,
with
early
adoption
permitted.
Management
is
currently
evaluating
the
impact
of
these
amendments
on
the
financial
statements.
Note
8.
Subsequent
Events
Subsequent
events
occurring
after
the
date
of
this
report
through
the
date
these
financial
statements
were
issued
have
been
evaluated
for
potential
impact,
and
each
Fund
has
had
no
such
events.
Management
has
evaluated
the
need
for
additional
disclosures
and/or
adjustments
resulting
from
subsequent
events.
Based
on
this
evaluation,
no
additional
disclosures
or
adjustments
were
required.
62
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
To
the
Shareholders
of
DF
Dent
Premier
Growth
Fund,
DF
Dent
Midcap
Growth
Fund
and
DF
Dent
Small
Cap
Growth
Fund
and
Board
of
Trustees
of
Forum
Funds
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
statements
of
assets
and
liabilities,
including
the
schedules
of
investments,
of
DF
Dent
Premier
Growth
Fund,
DF
Dent
Midcap
Growth
Fund,
and
DF
Dent
Small
Cap
Growth
Fund
(the
“Funds”),
each
a
series
of
Forum
Funds,
as
of
June
30,
2023,
and
the
related
statements
of
operations
and
changes
in
net
assets,
the
related
notes,
and
the
financial
highlights
for
the
year
then
ended
(collectively
referred
to
as
the
“financial
statements”).
In
our
opinion,
the
financial
statements
present
fairly,
in
all
material
respects,
the
financial
position
of
the
Funds
as
of
June
30,
2023,
the
results
of
their
operations,
changes
in
net
assets,
and
the
financial
highlights
for
the
year
then
ended,
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America.
The
Funds’
financial
statements
and
financial
highlights
for
the
years
ended
June
30,
2022,
and
prior,
were
audited
by
other
auditors
whose
report
dated
August
24,
2022,
expressed
an
unqualified
opinion
on
those
financial
statements
and
financial
highlights.
Basis
for
Opinion
These
financial
statements
are
the
responsibility
of
the
Funds’
management.
Our
responsibility
is
to
express
an
opinion
on
the
Funds’
financial
statements
based
on
our
audits.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)
(“PCAOB”)
and
are
required
to
be
independent
with
respect
to
the
Funds
in
accordance
with
the
U.S.
federal
securities
laws
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.
We
conducted
our
audits
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audits
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement
whether
due
to
error
or
fraud.
Our
audits
included
performing
procedures
to
assess
the
risks
of
material
misstatement
of
the
financial
statements,
whether
due
to
error
or
fraud,
and
performing
procedures
that
respond
to
those
risks.
Such
procedures
included
examining,
on
a
test
basis,
evidence
regarding
the
amounts
and
disclosures
in
the
financial
statements.
Our
procedures
included
confirmation
of
securities
owned
as
of
June
30,
2023,
by
correspondence
with
the
custodian.
Our
audits
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
financial
statements.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinion.
We
have
served
as
the
Funds’
auditor
since
2023.
COHEN
&
COMPANY,
LTD.
Philadelphia,
Pennsylvania
August
28,
2023
63
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2023
Investment
Advisory
Agreement
Approval
At
the
June
8,
2023
Board
Meeting,
the
Board,
including
the
Independent
Trustees,
considered
the
approval
of
the
continuance
of
the
investment
advisory
agreement
between
the
Adviser
and
the
Trust
pertaining
to
the
Funds
(the
“Advisory
Agreement”).
In
preparation
for
its
deliberations,
the
Board
requested
written
responses
from
the
Adviser
to
a
due
diligence
questionnaire
circulated
on
the
Board's
behalf
concerning
the
services
provided
by
the
Adviser.
The
Board
also
discussed
the
materials
with
Fund
counsel
and,
as
necessary,
with
the
Trust's
administrator.
During
its
deliberations,
the
Board
received
an
oral
presentation
from
the
Adviser
and
was
advised
by
independent
Trustee
counsel.
At
the
meeting,
the
Board
reviewed,
among
other
matters:
(1)
the
nature,
extent
and
quality
of
the
services
provided
to
the
Funds
by
the
Adviser,
including
information
on
the
investment
performance
of
the
Funds;
(2)
the
costs
of
the
services
provided
and
profitability
to
the
Adviser
with
respect
to
its
relationship
with
each
Fund;
(3)
information
concerning
the
advisory
fee
and
total
expense
ratio
of
each
Fund,
including
a
comparison
to
the
fees
and
expenses
of
a
relevant
peer
group
of
funds;
(4)
the
extent
to
which
economies
of
scale
may
be
realized
as
each
Fund
grows
and
whether
the
advisory
fee
enables
investors
to
share
in
the
benefits
of
economies
of
scale;
and
(5)
other
benefits
received
by
the
Adviser
from
its
relationship
with
the
Funds.
The
Board
recognized
that
the
evaluation
process
with
respect
to
the
Adviser
was
an
ongoing
one
and,
in
this
regard,
the
Board
considered
information
provided
by
the
Adviser
at
regularly
scheduled
meetings
during
the
past
year.
Nature,
Extent
and
Quality
of
Services
Based
on
written
materials
received,
a
presentation
from
senior
representatives
of
the
Adviser
and
a
discussion
with
the
Adviser
about
the
Adviser’s
personnel,
operations
and
financial
condition,
the
Board
considered
the
quality
of
services
provided
by
the
Adviser
under
the
Advisory
Agreement.
In
this
regard,
the
Board
considered
information
regarding
the
experience,
qualifications
and
professional
background
of
the
portfolio
managers
and
other
personnel
at
the
Adviser
with
principal
responsibility
for
the
Funds,
as
well
as
the
investment
philosophy
and
decision-making
process
of
the
Adviser
and
the
capability
and
integrity
of
the
Adviser’s
senior
management
and
staff.
The
Board
considered
also
the
adequacy
of
the
Adviser’s
resources.
The
Board
noted
the
Adviser’s
representation
that
the
firm
is
in
stable
financial
condition,
that
the
firm
is
able
to
meet
its
expense
reimbursement
obligations
to
the
Funds,
and
that
the
firm
has
the
operational
capability
and
necessary
staffing
and
experience
to
continue
providing
high-quality
investment
advisory
services
to
the
Funds.
Based
on
the
presentation
and
the
materials
provided
by
the
Adviser
in
connection
with
the
Board’s
consideration
of
the
renewal
of
the
Advisory
Agreement,
the
Board
concluded
that,
overall,
it
was
satisfied
with
the
nature,
extent
and
quality
of
services
provided
to
the
Funds
under
the
Advisory
Agreement.
Performance
In
connection
with
a
presentation
by
the
Adviser
regarding
its
approach
to
managing
the
Funds,
the
Board
reviewed
the
performance
of
each
Fund
compared
to
its
respective
benchmark
and
to
a
peer
group
of
funds.
64
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2023
The
Board
observed
that
the
DF
Dent
Premier
Growth
Fund
underperformed
its
primary
benchmark
index,
the
S&P
500
Index,
for
the
one-,
three-,
five-,
and
10-year
periods
ended
March
31,
2023,
and
outperformed
the
S&P
500
Index
for
the
period
since
the
DF
Dent
Premier
Growth
Fund’s
inception
on
July
16,
2001.
The
Board
also
considered
the
DF
Dent
Premier
Growth
Fund’s
performance
relative
to
an
independent
peer
group
of
funds
identified
by
Strategic
Insight,
Inc.
(“Strategic
Insight”)
as
having
characteristics
similar
to
those
of
the
DF
Dent
Premier
Growth
Fund.
The
Board
observed
that,
based
on
information
provided
by
Strategic
Insight,
the
DF
Dent
Premier
Growth
Fund
underperformed
the
average
of
its
Strategic
Insight
peer
group
for
the
one-,
three-,
five-,
and
10-year
periods
ended
March
31,
2023.
The
Board
observed
that
the
DF
Dent
Midcap
Growth
Fund
underperformed
its
primary
benchmark
index,
the
Russell
Midcap
Growth
Index,
for
the
one-,
three-,
five-,
and
10-year
periods
ended
March
31,
2023,
and
outperformed
the
Russell
Midcap
Growth
Index
for
the
period
since
the
DF
Dent
Midcap
Growth
Fund’s
inception
on
July
1,
2011.
The
Board
observed
that
the
DF
Dent
Midcap
Growth
Fund
underperformed
the
average
of
its
Strategic
Insight
peer
group
for
the
one-,
three-,
and
five-year
periods
ended
March
31,
2023,
and
observed
that
the
DF
Dent
Midcap
Growth
Fund’s
Institutional
Share
Class,
which
was
the
share
class
used
for
comparative
performance
measures,
did
not
have
a
10-year
performance
history.
The
Board
observed
that
the
DF
Dent
Small
Cap
Growth
Fund
outperformed
its
primary
benchmark
index,
the
Russell
2000
Growth
Index,
for
the
one-,
three-
and
five-year
periods
ended
March
31,
2023,
and
for
the
period
since
the
DF
Dent
Small
Cap
Growth
Fund’s
inception
on
November
1,
2013.
The
Board
observed
that
the
DF
Dent
Small
Cap
Growth
Fund
outperformed
the
average
of
its
Strategic
Insight
peer
group
for
the
one-
and
five-
year
periods
ended
March
31,
2023,
and
underperformed
the
average
of
its
Strategic
Insight
peer
group
for
the
three-year
period
ended
March
31,
2023.
The
Board
observed
that
the
DF
Dent
Small
Cap
Growth
Fund’s
Institutional
Share
Class,
which
was
the
share
class
used
for
comparative
performance
measures,
did
not
have
a
10-year
performance
history.
The
Board
considered
the
Adviser’s
representation
that
the
relative
underperformance
over
the
one-year
period
for
each
of
the
DF
Dent
Premier
Growth
Fund
and
DF
Dent
Midcap
Growth
Fund
could
be
attributed,
in
part,
to
rising
interest
rates
that
negatively
impacted
long
duration
assets
such
as
high
growth,
high
valuation
software
companies
in
the
Information
Technology
sector,
which
were
the
types
of
companies
in
which
the
DF
Dent
Premier
Growth
Fund
and
DF
Dent
Midcap
Growth
Fund
tended
to
invest.
The
Board
also
considered
the
Adviser’s
representation
that
the
relative
underperformance
over
the
one-year
period
for
each
of
the
DF
Dent
Premier
Growth
Fund
and
DF
Dent
Midcap
Growth
Fund
could
be
attributed,
in
part,
to
stock
selection
within
the
health
care
sector
and,
in
particular,
life
sciences
companies
that
benefitted
from
the
COVID-19
pandemic
but
had
begun
to
underperform
as
the
pandemic
has
continued
to
subside.
With
respect
to
the
DF
Dent
Premier
Growth
Fund,
the
Board
considered
further
the
Adviser’s
representation
that
the
DF
Dent
Premier
Growth
Fund’s
performance
was
also
negatively
impacted
by
lack
of
exposure
to
certain
mega-cap
stocks,
such
as
the
“FAANG”
stocks,
within
the
technology
sector
relative
to
the
index,
noting
that
such
mega-cap
stocks
drove
a
significant
portion
of
the
index’s
performance
over
recent
years.
The
Board
also
considered
the
Adviser’s
representation
that
each
of
the
Funds
is
designed
to
provide
long-term
capital
appreciation,
and
that
the
Funds
continued
to
show
the
ability
to
outperform
their
respective
benchmark
indices
over
the
long
term.
65
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2023
In
consideration
of
the
Adviser’s
investment
strategies
and
the
foregoing
performance
information,
among
other
considerations,
the
Board
determined
that
each
Fund
could
benefit
from
the
Adviser’s
continued
management
of
the
Funds.
Compensation
The
Board
evaluated
the
Adviser’s
compensation
for
providing
advisory
services
to
each
of
the
Funds
and
analyzed
comparative
information
on
actual
advisory
fee
rates
and
actual
total
expenses
of
the
Funds’
respective
Strategic
Insight
peer
groups.
The
Board
noted
that
the
net
advisory
fee
rate
for
each
Fund
was
higher
than
the
median
of
its
respective
Strategic
Insight
peer
group,
but
the
net
total
expense
ratio
for
each
Fund
was
less
than
the
median
of
its
respective
Strategic
Insight
peer
group.
The
Board
noted
that
the
Adviser’s
net
advisory
fee
rates
and
net
total
expense
ratios
for
each
Fund
were
within
a
reasonable
range
of
the
median
of
their
respective
peer
groups.
The
Board
also
noted
that
the
Adviser
had
in
place
a
contractual
expense
waiver
for
each
of
the
Funds,
pursuant
to
which
the
Adviser
continued
to
waive
a
portion
of
its
investment
advisory
fees
in
order
to
subsidize
the
Funds’
expenses.
Based
on
the
foregoing
and
other
relevant
factors,
the
Board
concluded
that
the
Adviser’s
current
advisory
fee
rates
charged
to
each
of
the
Funds
were
reasonable.
Cost
of
Services
and
Profitability
The
Board
considered
information
provided
by
the
Adviser
regarding
the
costs
of
services
and
its
profitability
with
respect
to
the
Funds.
In
this
regard,
the
Board
considered
the
Adviser’s
operating
expenses
and
other
resources
devoted
to
the
Funds,
as
well
as
the
information
provided
by
the
Adviser
regarding
costs
and
overall
profitability.
The
Board
noted
that
the
Adviser
had
in
place
a
contractual
expense
waiver
to
ensure
the
expense
ratios
for
the
Funds
remained
at
competitive
levels.
The
Board
also
noted
that
the
Adviser
had
committed
to
extending
the
expense
cap
arrangements
for
all
of
the
Funds
through
at
least
the
duration
of
the
current
Advisory
Agreement
renewal
period.
The
Board
further
noted
the
Adviser’s
representation
that
the
Funds
were
less
profitable
to
the
Adviser
than
the
Adviser’s
overall
investment
management
business
because,
although
the
Funds
represented
a
relatively
small
percentage
of
the
Adviser’s
total
assets
under
management,
the
Funds
represented
a
relatively
high
percentage
of
the
Adviser’s
overall
administrative,
reporting,
and
compliance
expenses.
Based
on
these
and
other
applicable
considerations,
the
Board
concluded
that
the
Adviser’s
profits
attributable
to
management
of
the
Funds
were
reasonable.
Economies
of
Scale
The
Board
evaluated
whether
the
Funds
would
benefit
from
any
economies
of
scale.
In
this
respect,
the
Board
considered
each
Fund’s
fee
structure,
asset
size,
and
net
expense
ratio,
giving
effect
to
each
Fund’s
expense
waiver
agreement.
The
Board
reviewed
relevant
materials
and
discussed
whether
the
use
of
breakpoints
would
be
appropriate
at
this
time,
recognizing
that
an
analysis
of
economies
of
scale
is
most
relevant
when
a
fund
has
achieved
a
substantial
size
and
has
growing
assets
and
that,
if
a
fund’s
assets
are
stable
or
decreasing,
the
significance
of
economies
of
scale
may
be
reduced.
The
Board
observed
that,
although
the
DF
Dent
Midcap
66
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2023
Growth
Fund
experienced
periods
of
substantial
asset
growth
in
prior
periods,
the
DF
Dent
Midcap
Growth
Fund’s
assets
were
not
at
a
level
that
reflected
meaningful
economies
of
scale,
in
part,
due
to
a
recent
decline
in
assets.
Noting
the
relatively
low
asset
levels
for
the
DF
Dent
Premier
Growth
Fund
and
DF
Dent
Small
Cap
Growth
Fund,
the
decrease
in
each
of
the
Funds’
asset
levels
over
the
past
year,
the
existence
of
the
Adviser’s
ongoing
expense
limitation
arrangements,
as
well
as
the
Adviser’s
representation
that
the
level
of
the
Funds’
assets
had
not
provided
meaningful
economies
of
scale,
among
other
relevant
considerations,
the
Board
concluded
that
any
existing
economies
of
scale
were
captured
by
the
expense
cap
structures
of
the
Funds
and
that
the
information
presented
was
consistent
with
the
renewal
of
the
Advisory
Agreement
at
current
fee
levels.
Other
Benefits
The
Board
noted
the
Adviser’s
representation
that,
aside
from
its
contractual
advisory
fees,
it
does
not
benefit
in
a
material
way
from
its
relationship
with
the
Funds.
Based
on
the
foregoing
representation,
the
Board
concluded
that
other
benefits
received
by
the
Adviser
from
its
relationship
with
the
Funds
were
not
a
material
factor
to
consider
in
approving
the
continuation
of
the
Advisory
Agreement.
Conclusion
The
Board
did
not
identify
any
single
factor
as
being
of
paramount
importance,
and
different
Trustees
may
have
given
different
weight
to
different
factors.
The
Board
reviewed
a
memorandum
from
Fund
counsel
discussing
the
legal
standards
applicable
to
its
consideration
of
the
Advisory
Agreement.
Based
on
its
review,
including
consideration
of
each
of
the
factors
referenced
above,
and
its
consideration
of
information
received
throughout
the
year
from
the
Adviser,
the
Board
determined,
in
the
exercise
of
its
business
judgment,
that
the
advisory
arrangement,
as
outlined
in
the
Advisory
Agreement,
was
fair
and
reasonable
in
light
of
the
services
performed
or
to
be
performed,
expenses
incurred
or
to
be
incurred
and
such
other
matters
as
the
Board
considered
relevant.
Change
in
Independent
Registered
Public
Accounting
Firm
On
March
9,
2023,
BBD
LLP
(“BBD”)
ceased
to
serve
as
the
independent
registered
public
accounting
firm
of
the
Funds,
each
series
of
Forum
Funds.
The
Audit
Committee
of
the
Board
of
Directors
approved
the
replacement
of
BBD
as
a
result
of
Cohen
&
Company,
Ltd.’s
(“Cohen”)
acquisition
of
BBD’s
investment
management
group.
The
reports
of
BBD
on
the
financial
statements
of
the
Funds
as
of
and
for
the
fiscal
years
ended
June
30,
2021
and
June
30,
2022
did
not
contain
an
adverse
opinion
or
a
disclaimer
of
opinion,
and
were
not
qualified
or
modified
as
to
uncertainties,
audit
scope
or
accounting
principles.
During
the
years
ended
June
30,
2021
and
June
30,
2022,
and
during
the
subsequent
interim
period
through
March
9,
2023,
(i)
there
were
no
disagreements
between
the
Trust
and
BBD
on
any
matter
of
accounting
principles
or
practices,
financial
statement
disclosure,
or
auditing
scope
or
procedure,
which
disagreements,
if
not
resolved
to
the
satisfaction
of
BBD,
would
have
caused
it
to
make
reference
to
the
subject
matter
of
the
disagreements
in
its
report
on
the
financial
statements
of
the
Funds
for
such
years
or
interim
period,
and
(ii)
there
were
no
“reportable
events,”
as
defined
in
Item
304(a)(1)(v)
of
Regulation
S-K
under
the
Securities
Exchange
Act
of
1934,
as
amended.
67
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2023
The
Trust
requested
that
BBD
furnish
it
with
a
letter
addressed
to
the
U.S.
Securities
and
Exchange
Commission
stating
that
it
agrees
with
the
above
statements.
A
copy
of
this
letter
is
filed
as
an
exhibit
to
Form
N-CSR.
On
March
17,
2023,
the
Audit
Committee
of
the
Board
also
recommended
and
approved
the
appointment
of
Cohen
as
the
Fund’s
independent
registered
public
accounting
firm
for
the
fiscal
year
ending
June
30,
2023.
During
the
fiscal
years
ended
June
30,
2021
and
June
30,
2022,
and
during
the
subsequent
interim
period
through
March
17,
2023,
neither
the
Trust,
nor
anyone
acting
on
its
behalf,
consulted
with
Cohen
on
behalf
of
the
of
Funds
regarding
the
application
of
accounting
principles
to
a
specified
transaction
(either
completed
or
proposed),
the
type
of
audit
opinion
that
might
be
rendered
on
each
Fund’s
financial
statements,
or
any
matter
that
was
either,
(i)
the
subject
of
a
“disagreement,”
as
defined
in
Item
304(a)(1)(iv)
of
Regulation
S-K
and
the
instructions
thereto;
or
(ii)
"reportable
events,"
as
defined
in
Item
304(a)(1)(v)
of
Regulation
S-K.
Proxy
Voting
Information
A
description
of
the
policies
and
procedures
that
each
Fund
uses
to
determine
how
to
vote
proxies
relating
to
securities
held
in
each
Fund’s
portfolio
is
available,
without
charge
and
upon
request,
by
calling
(866)
233-3368
and
on
the
SEC’s
website
at
www.sec.gov.
Each
Fund’s
proxy
voting
record
for
the
most
recent
twelve-month
period
ended
June
30
is
available,
without
charge
and
upon
request,
by
calling
(866)
233-3368
and
on
the
SEC’s
website
at
www.sec.gov.
Availability
of
Quarterly
Portfolio
Schedules
Each
Fund
files
its
complete
schedule
of
portfolio
holdings
with
the
SEC
for
the
first
and
third
quarters
of
each
fiscal
year
on
Form
N-PORT.
Forms
N-PORT
are
available
free
of
charge
on
the
SEC’s
website
at
www.sec.gov.
Shareholder
Expense
Example
As
a
shareholder
of
the
Funds
,
you
incur
ongoing
costs,
including
management
fees
and
other
Fund
expenses.
This
example
is
intended
to
help
you
understand
your
ongoing
costs
(in
dollars)
of
investing
in
the
Funds
and
to
compare
these
costs
with
the
ongoing
costs
of
investing
in
other
mutual
funds.
The
example
is
based
on
an
investment
of
$1,000
invested
at
the
beginning
of
the
period
and
held
for
the
entire
period
from
January
1,
2023
through
June
30,
2023.
Actual
Expenses
–
The
first
line
of
the
table
below
provides
information
about
actual
account
values
and
actual
expenses.
You
may
use
the
information
in
this
line,
together
with
the
amount
you
invested,
to
estimate
the
expenses
that
you
paid
over
the
period.
Simply
divide
your
account
value
by
$1,000
(for
example,
an
$8,600
account
value
divided
by
$1,000
=
8.6),
then
multiply
the
result
by
the
number
in
the
first
line
under
the
heading
entitled
“Expenses
Paid
During
Period”
to
estimate
the
expenses
you
paid
on
your
account
during
the
period.
Hypothetical
Example
for
Comparison
Purposes
–
The
second
line
of
the
table
below
provides
information
about
hypothetical
account
values
and
hypothetical
expenses
based
on
each
Fund’s
actual
expense
ratio
and
an
68
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2023
assumed
rate
of
return
of
5%
per
year
before
expenses,
which
is
not
each
Fund’s
actual
return.
The
hypothetical
account
values
and
expenses
may
not
be
used
to
estimate
the
actual
ending
account
balance
or
expenses
you
paid
for
the
period.
You
may
use
this
information
to
compare
the
ongoing
costs
of
investing
in
each
Fund
and
other
funds.
To
do
so,
compare
this
5%
hypothetical
example
with
the
5%
hypothetical
examples
that
appear
in
the
shareholder
reports
of
other
funds.
Please
note
that
the
expenses
shown
in
the
table
are
meant
to
highlight
your
ongoing
costs
only.
Therefore,
the
second
line
of
the
table
is
useful
in
comparing
ongoing
costs
only
and
will
not
help
you
determine
the
relative
total
costs
of
owning
different
funds.
Trustees
and
Officers
of
the
Trust
The
Board
is
responsible
for
oversight
of
the
management
of
the
Trust’s
business
affairs
and
of
the
exercise
of
all
the
Trust’s
powers
except
those
reserved
for
the
shareholders.
The
following
table
provides
information
about
each
Trustee
and
certain
officers
of
the
Trust.
Each
Trustee
and
officer
holds
office
until
the
person
resigns,
is
removed
or
is
replaced.
Unless
otherwise
noted,
the
persons
have
held
their
principal
occupations
for
more
than
five
years.
The
address
for
all
Trustees
and
officers
is
Three
Canal
Plaza,
Suite
600,
Portland,
Maine
04101.
Each
Fund’s
Statement
of
Additional
Information
includes
additional
information
about
the
Trustees
and
is
available,
without
charge
and
upon
request,
by
calling
(866)
233-3368.
Beginning
Account
Value
January
1,
2023
Ending
Account
Value
June
30,
2023
Expenses
Paid
During
Period*
Annualized
Expense
Ratio*
DF
Dent
Premier
Growth
Fund
Actual
$
1,000.00
$
1,156.06
$
5.29
0.99%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,019.89
$
4.96
0.99%
DF
Dent
Midcap
Growth
Fund
Investor
Shares
Actual
$
1,000.00
$
1,151.49
$
4.64
0.87%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.48
$
4.36
0.87%
Institutional
Shares
Actual
$
1,000.00
$
1,151.62
$
4.53
0.85%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.58
$
4.26
0.85%
Institutional
Plus
Shares
Actual
$
1,000.00
$
1,151.89
$
4.22
0.79%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.88
$
3.96
0.79%
DF
Dent
Small
Cap
Growth
Fund
Investor
Shares
Actual
$
1,000.00
$
1,144.44
$
5.58
1.05%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,019.59
$
5.26
1.05%
Institutional
Shares
Actual
$
1,000.00
$
1,144.82
$
5.05
0.95%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.08
$
4.76
0.95%
*
Expenses
are
equal
to
the
Fund’s
annualized
expense
ratio
multiplied
by
the
average
account
value
over
the
period,
multiplied
by
the
number
of
days
in
the
most
recent
fiscal
half-year
(181)
divided
by
365
to
reflect
the
half-year
period.
69
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2023
(1)
Karen
Shaw
is
currently
an
interested
person
of
the
Trust,
as
defined
in
the
1940
Act,
due
to
her
affiliation
with
Apex
Fund
Services
and
her
role
as
Treasurer
of
the
Trust.
Apex
Fund
Services
is
a
wholly
owned
subsidiary
of
Apex
US
Holdings
LLC.
Name
and
Year
of
Birth
Position
with
the
Trust
Length
of
Time
Served
Principal
Occupation(s)
During
Past
Five
Years
Number
of
Series
in
Fund
Complex
Overseen
By
Trustee
Other
Directorships
Held
By
Trustee
During
Past
Five
Years
Independent
Trustees
David
Tucker
Born:
1958
Trustee;
Chairman
of
the
Board
Since
2011
and
Chairman
since
2018
Director,
Blue
Sky
Experience
(a
charitable
endeavor)
since
2008;
Senior
Vice
President
&
General
Counsel,
American
Century
Companies
(an
investment
management
firm)
1998-2008.
3
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Mark
D.
Moyer
Born:
1959
Trustee
Since
2018
Independent
consultant
providing
interim
CFO
services,
principally
to
non-profit
organizations,
since
2021;
Chief
Financial
Officer,
Freedom
House
(a
NGO
advocating
political
freedom
and
democracy)
2017-2021.
3
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Jennifer
Brown-
Strabley
Born:
1964
Trustee
Since
2018
Principal,
Portland
Global
Advisors
(a
registered
investment
adviser)
1996-
2010.
3
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
Interested
Trustees
(1)
Karen
Shaw
Born:
1972
Trustee
Since
2023
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
3
Trustee,
Forum
Funds
II
and
U.S.
Global
Investors
Funds
70
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
(Unaudited)
JUNE
30,
2023
Name
and
Year
of
Birth
Position
with
the
Trust
Length
of
Time
Served
Principal
Occupation(s)
During
Past
Five
Years
Officers
Zachary
Tackett
Born:
1988
President;
Principal
Executive
Officer;
Anti-Money
Laundering
Compliance
Officer;
Identity
Theft
Prevention
Officer
President
and
Principal
Executive
Officer
since
2023;
Anti-Money
Laundering
Compliance
Officer
and
Identity
Theft
Prevention
Officer
since
2014
Senior
Counsel,
Apex
Fund
Services
since
2019;
Counsel,
Atlantic
Fund
Services
2014-2019.
Karen
Shaw
Born:
1972
Treasurer;
Principal
Financial
Officer
Since
2008
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Carlyn
Edgar
Born:
1963
Chief
Compliance
Officer
Chief
Compliance
Officer
2008-2016
and
2021-current
Senior
Vice
President,
Apex
Fund
Services
since
2019;
Senior
Vice
President,
Atlantic
Fund
Services
2008-2019.
Lindsey
Dorval
Born:
1981
Vice
President;
Secretary
Since
2023
Counsel,
Apex
Fund
Services
since
2020.
DF
Dent
Premier
Growth
Fund
–
DFDPX
DF
Dent
Midcap
Growth
Fund
Investor
Shares
–
DFDMX
DF
Dent
Midcap
Growth
Fund
Institutional
Shares
–
DFMGX
DF
Dent
Midcap
Growth
Fund
Institutional
Plus
Shares
–
DFMLX
DF
Dent
Small
Cap
Growth
Fund
Investor
Shares
–
DFDSX
DF
Dent
Small
Cap
Growth
Fund
Institutional
Shares
–
DFSGX
INVESTMENT
ADVISER
D.F.
Dent
and
Company,
Inc.
400
E.
Pratt
Street,
7th
Floor
Baltimore,
MD
21202
www.dfdent.com
TRANSFER
AGENT
Apex
Fund
Services
P.O.
Box
588
Portland,
ME
04112
(866)
2DF-DENT
www.apexgroup.com
DISTRIBUTOR
Foreside
Fund
Services,
LLC
Three
Canal
Plaza,
Suite
100
Portland,
ME
04101
www.foreside.com
221-ANR-0623
This
report
is
submitted
for
the
general
information
of
the
shareholders
of
the
Funds.
It
is
not
authorized
for
distribution
to
prospective
investors
unless
preceded
or
accompanied
by
an
effective
prospectus,
which
includes
information
regarding
the
Funds'
risks,
objectives,
fees
and
expenses,
experience
of
its
management,
and
other
information.
ITEM 2. CODE OF ETHICS.
(a) As of the end of the period covered by this report, Forum Funds (the “Registrant”) has adopted a code of ethics, which applies to its Principal Executive Officer and Principal Financial Officer (the “Code of Ethics”).
(c) There have been no amendments to the Registrant’s Code of Ethics during the period covered by this report.
(d) There have been no waivers to the Registrant’s Code of Ethics during the period covered by this report.
(e) Not applicable.
(f) (1) A copy of the Code of Ethics is being filed under Item 13(a) hereto.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The Board of Trustees has determined that Mr. Mark Moyer is an "audit committee financial expert" as that term is defined under applicable regulatory guidelines. Mr. Moyer is a non- “interested” Trustee (as defined in Section 2(a)(19) under the Investment Company Act of 1940, as amended (the “Act”)), and serves as Chairman of the Audit Committee.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Audit Fees - The aggregate fees billed for each of the last two fiscal years (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant for the audit of the Registrant’s annual financial statements, or services that are normally provided by the principal accountant in connection with the statutory and regulatory filings or engagem12,400ents for the Reporting Periods, were $53,600 in 2022 and $55,200 in 2023.
(b) Audit-Related Fees – The aggregate fees billed in the Reporting Periods for assurance and related services rendered by the principal accountant that were reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this Item 4 were $0 in 2022 and $0 in 2023.
(c) Tax Fees - The aggregate fees billed in the Reporting Periods for professional services rendered by the principal accountant to the Registrant for tax compliance, tax advice and tax planning were $12,000 in 2022 and $12,400 in 2023. These services consisted of review or preparation of U.S. federal, state, local and excise tax returns.
(d) All Other Fees - The aggregate fees billed in the Reporting Periods for products and services provided by the principal accountant to the Registrant, other than the services reported in paragraphs (a) through (c) of this Item, were $0 in 2022 and $0 in 2023.
(e) (1) The Audit Committee reviews and approves in advance all audit and “permissible non-audit services” (as that term is defined by the rules and regulations of the Securities and Exchange Commission) to be rendered to a series of the Registrant (each, a “Series”). In addition, the Audit Committee reviews and approves in advance all “permissible non-audit services” to be provided to an investment adviser (not including any sub-adviser) of a Series, or an affiliate of such investment adviser, that is controlling, controlled by or under common control with the investment adviser and provides on-going services to the Registrant (“Affiliate”), by the Series’ principal accountant if the engagement relates directly to the operations and financial reporting of the Series. The Audit Committee considers whether fees paid by a Series’ investment adviser or an Affiliate to the Series’ principal accountant for audit and permissible non-audit services are consistent with the principal accountant’s independence.
(e) (2) No services included in (b) - (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not applicable
(g) The aggregate non-audit fees billed by the principal accountant for services rendered to the Registrant for the Reporting Periods were $0 in 2022 and $0 in 2023. There were no fees billed in either of the Reporting Periods for non-audit services rendered by the principal accountant to the Registrant’s investment adviser or any Affiliate.
(h) During the Reporting Period, the Registrant's principal accountant provided no non-audit services to the investment advisers or any entity controlling, controlled by or under common control with the investment advisers to the series of the Registrant to which this report relates.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable
ITEM 6. INVESTMENTS.
(a) Included as part of report to shareholders under Item 1.
(b) Not applicable.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
TEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant does not accept nominees to the board of trustees from shareholders.
ITEM 11. CONTROLS AND PROCEDURES
(a) The Registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act are effective, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as of a date within 90 days of the filing date of this report.
(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in
Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
ITEM 13. EXHIBITS.
(a)(1) Code of Ethics.
(a)(3) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant Forum Funds
By | /s/ Zachary Tackett | |
Zachary Tackett, Principal Executive Officer | ||
Date | August 31, 2023 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By | /s/ Zachary Tackett | |
Zachary Tackett, Principal Executive Officer | ||
Date | August 31, 2023 |
By | /s/ Karen Shaw | |
Karen Shaw, Principal Financial Officer | ||
Date | August 31, 2023 |