N-CSRS 1 primary-document.htm
As filed with the Securities and Exchange Commission on March 1, 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
 
 
Jessica A. Chase, Principal Executive Officer
Three Canal Plaza, Suite 600
Portland, Maine 04101
207-347-2000
 
 
Date of fiscal year end: June 30
 
Date of reporting period: July 1, 2022 – December 31, 2022
 
 

ITEM 1. REPORT TO STOCKHOLDERS.
 
AUXIER
FOCUS
FUND
Semi-Annual
Report
December
31,
2022
(Unaudited)
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
December
31,
2022
1
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
December
31,
2022
2
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
December
31,
2022
3
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
December
31,
2022
4
AUXIER
FOCUS
FUND
A
MESSAGE
TO
OUR
SHAREHOLDERS
December
31,
2022
5
AUXIER
FOCUS
FUND
PERFORMANCE
CHART
AND
ANALYSIS
December
31,
2022
6
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
Periods
Ended
December
31,
2022
One
Year
Five
Years
Ten
Years
Since
Inception
(1)
Investor
Shares
-4.52%
6.98%
8.77%
7.43%
S&P
500®
Index
(Since
July
9,
1999)
-18.11%
9.42%
12.56%
6.37%
A
Shares
(with
sales
charge)
(2)(3)
-10.31%
5.40%
7.92%
7.07%
Institutional
Shares
(3)
-4.40%
7.14%
8.98%
7.52%
(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
December
31,
2022
7
See
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Equity
Securities
-
88.9%
Common
Stock
-
88.9%
Communications
-
0.5%
23,300‌
America
Movil
SAB
de
CV,
ADR
$
435,060‌
1,719‌
Cisco
Systems,
Inc.
81,893‌
7,119‌
Telefonica
SA,
ADR
25,415‌
93,168‌
Warner
Bros
Discovery,
Inc. 
(a)
883,233‌
1,425,601‌
Consumer
Cyclical
-
1.5%
2,076‌
Alibaba
Group
Holding,
Ltd.,
ADR 
(a)
182,875‌
1,241‌
Booking
Holdings,
Inc. 
(a)
2,500,962‌
14,025‌
DR
Horton,
Inc.
1,250,189‌
3,934,026‌
Consumer
Discretionary
-
6.3%
116,618‌
Arcos
Dorados
Holdings,
Inc.,
Class A
974,926‌
34,000‌
Becle
SAB
de
CV
73,440‌
44,408‌
Comcast
Corp.,
Class A
1,552,948‌
15,650‌
CVS
Health
Corp.
1,458,423‌
100‌
Domino's
Pizza,
Inc.
34,640‌
16,250‌
General
Motors
Co.
546,650‌
13,500‌
Grand
Canyon
Education,
Inc. 
(a)
1,426,410‌
200,501‌
Lincoln
Educational
Services
Corp. 
(a)
1,160,901‌
17,725‌
Lowe's
Cos.,
Inc.
3,531,529‌
4,756‌
McDonald's
Corp.
1,253,349‌
46,302‌
Sally
Beauty
Holdings,
Inc. 
(a)
579,701‌
3,870‌
The
Home
Depot,
Inc.
1,222,378‌
12,850‌
Walmart,
Inc.
1,822,001‌
4,550‌
Yum
China
Holdings,
Inc.
248,658‌
7,050‌
Yum!
Brands,
Inc.
902,964‌
16,788,918‌
Consumer
Staples
-
15.9%
65,455‌
Altria
Group,
Inc.
2,991,948‌
47,955‌
British
American
Tobacco
PLC,
ADR
1,917,241‌
13,200‌
Coca-Cola
HBC
AG,
ADR 
(a)
312,180‌
3,135‌
Diageo
PLC,
ADR
558,626‌
50,327‌
Molson
Coors
Beverage
Co.,
Class B
2,592,847‌
34,800‌
Monster
Beverage
Corp. 
(a)
3,533,244‌
41,895‌
PepsiCo.,
Inc.
7,568,751‌
84,525‌
Philip
Morris
International,
Inc.
8,554,775‌
37,544‌
The
Coca-Cola
Co.
2,388,174‌
195,126‌
The
Kroger
Co.
8,698,717‌
3,140‌
The
Procter
&
Gamble
Co.
475,898‌
54,421‌
Unilever
PLC,
ADR
2,740,097‌
42,332,498‌
Energy
-
3.9%
136,810‌
BP
PLC,
ADR
4,778,773‌
7,430‌
Chevron
Corp.
1,333,611‌
13,600‌
ConocoPhillips
1,604,800‌
7,800‌
Phillips
66
811,824‌
14,415‌
Valero
Energy
Corp.
1,828,687‌
10,357,695‌
Financials
-
20.5%
53,260‌
Aflac,
Inc.
3,831,524‌
49,495‌
American
International
Group,
Inc.
3,130,064‌
2,480‌
Ameriprise
Financial,
Inc.
772,198‌
201,099‌
Bank
of
America
Corp.
6,660,399‌
16,545‌
Berkshire
Hathaway,
Inc.,
Class B 
(a)
5,110,750‌
60,674‌
Central
Pacific
Financial
Corp.
1,230,469‌
25,975‌
Citigroup,
Inc.
1,174,849‌
5,616‌
Colliers
International
Group,
Inc.
516,897‌
5,616‌
FirstService
Corp.
688,241‌
46,668‌
Franklin
Resources,
Inc.
1,231,102‌
2,025‌
Marsh
&
McLennan
Cos.,
Inc.
335,097‌
38,815‌
Mastercard,
Inc.,
Class A
13,497,140‌
Shares
Security
Description
Value
Financials
-
20.5%
(continued)
1,100‌
PayPal
Holdings,
Inc. 
(a)
$
78,342‌
1,700‌
Ryan
Specialty
Holdings,
Inc. 
(a)
70,567‌
149,625‌
The
Bank
of
New
York
Mellon
Corp.
6,810,930‌
11,068‌
The
Travelers
Cos.,
Inc.
2,075,139‌
3,200‌
U.S.
Bancorp
139,552‌
15,249‌
Unum
Group
625,666‌
30,100‌
Visa,
Inc.,
Class A
6,253,576‌
6,200‌
Wells
Fargo
&
Co.
255,998‌
54,488,500‌
Health
Care
-
26.0%
31,284‌
Abbott
Laboratories
3,434,670‌
3,663‌
AbbVie,
Inc.
591,978‌
4,950‌
Becton
Dickinson
and
Co.
1,258,785‌
9,595‌
Biogen,
Inc. 
(a)
2,657,048‌
13,990‌
Cigna
Corp.
4,635,447‌
18,226‌
Elevance
Health,
Inc.
9,349,391‌
990‌
Embecta
Corp.
25,037‌
40,108‌
Johnson
&
Johnson
7,085,078‌
80,518‌
Medtronic
PLC
6,257,859‌
72,354‌
Merck
&
Co.,
Inc.
8,027,676‌
8,370‌
Organon
&
Co.
233,774‌
6,282‌
Pfizer,
Inc.
321,890‌
16,397‌
Quest
Diagnostics,
Inc.
2,565,147‌
36,212‌
UnitedHealth
Group,
Inc.
19,198,878‌
903‌
Viatris,
Inc.
10,050‌
26,750‌
Zimmer
Biomet
Holdings,
Inc.
3,410,625‌
69,063,333‌
Industrials
-
4.1%
30,135‌
CAE,
Inc. 
(a)
582,811‌
1,240‌
Caterpillar,
Inc.
297,054‌
119,491‌
Corning,
Inc.
3,816,542‌
3,695‌
FedEx
Corp.
639,974‌
49,482‌
Gates
Industrial
Corp.
PLC 
(a)
564,590‌
85,521‌
Manitex
International,
Inc. 
(a)
342,084‌
26,700‌
Raytheon
Technologies
Corp.
2,694,564‌
2,780‌
The
Boeing
Co. 
(a)
529,562‌
2,924‌
The
Greenbrier
Cos.,
Inc.
98,042‌
7,440‌
United
Parcel
Service,
Inc.,
Class B
1,293,370‌
10,858,593‌
Information
Technology
-
6.7%
38,720‌
Alphabet,
Inc.,
Class A 
(a)
3,416,265‌
18,125‌
Cognizant
Technology
Solutions
Corp.,
Class A
1,036,569‌
19,000‌
Forrester
Research,
Inc. 
(a)
679,440‌
3,155‌
Meta
Platforms,
Inc.,
Class A 
(a)
379,673‌
51,022‌
Microsoft
Corp.
12,236,096‌
100‌
MSCI,
Inc.
46,517‌
17,794,560‌
Materials
-
3.3%
14,225‌
Celanese
Corp.,
Class A
1,454,364‌
28,458‌
Corteva,
Inc.
1,672,761‌
28,458‌
Dow,
Inc.
1,433,999‌
25,464‌
DuPont
de
Nemours,
Inc.
1,747,594‌
2,149‌
International
Flavors
&
Fragrances,
Inc.
225,301‌
25,505‌
LyondellBasell
Industries
NV,
Class A
2,117,680‌
4,980‌
The
Mosaic
Co.
218,473‌
8,870,172‌
Transportation
-
0.2%
2,610‌
Union
Pacific
Corp.
540,453‌
Total
Common
Stock
(Cost
$92,535,930)
236,454,349‌
Total
Equity
Securities
(Cost
$92,535,930)
236,454,349‌
AUXIER
FOCUS
FUND
SCHEDULE
OF
INVESTMENTS
December
31,
2022
8
See
Notes
to
Financial
Statements.
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
December
31,
2022. 
The
inputs
or
methodology
used
for
valuing
securities
are
not
necessarily
an
indication
of
the
risks
associated
with
investing
in
those
securities.
For
more
information
on
valuation
inputs,
and
their
aggregation
into
the
levels
used
in
the
table
below,
please
refer
to
the
Security
Valuation
section
in
Note
2
of
the
accompanying
Notes
to
Financial
Statements.
Principal
Security
Description
Rate
Maturity
Value
Fixed
Income
Securities
-
2.4%
Corporate
Non-Convertible
Bonds
-
0.6%
Energy
-
0.1%
$
400,000‌
Energy
Transfer
LP
(callable
at
100) 
(b)(c)
6.63%
02/15/45
$
298,500‌
Financials
-
0.5%
500,000‌
JPMorgan
Chase
&
Co.
(callable
at
100
(b)(c)
7.02 ‌
11/01/22
493,925‌
500,000‌
The
Goldman
Sachs
Group,
Inc.
(callable
at
100) 
(b)(c)
7.47 ‌
11/10/22
487,485‌
400,000‌
Truist
Financial
Corp.
(callable
at
100) 
(b)(c)
5.13 ‌
06/15/49
326,038‌
1,307,448‌
Total
Corporate
Non-Convertible
Bonds
(Cost
$1,756,522)
1,605,948‌
U.S.
Government
&
Agency
Obligations
-
1.8%
U.S.
Treasury
Securities
-
1.8%
250,000‌
U.S.
Treasury
Bill 
(d)
3.56 ‌
01/12/23
249,783‌
2,000,000‌
U.S.
Treasury
Bill 
(d)
4.25 ‌
03/23/23
1,981,407‌
100,000‌
U.S.
Treasury
Bill 
(d)
4.50 ‌
05/04/23
98,492‌
2,500,000‌
U.S.
Treasury
Bill 
(d)
4.03 ‌
09/07/23
2,425,000‌
4,754,682‌
Total
U.S.
Government
&
Agency
Obligations
(Cost
$4,762,189)
4,754,682‌
Total
Fixed
Income
Securities
(Cost
$6,518,711)
6,360,630‌
Investments,
at
value
-
91.3%
(Cost
$99,054,641)
$
242,814,979‌
Other
Assets
&
Liabilities,
Net
-
8.7%
23,105,703‌
Net
Assets
-
100.0%
$
265,920,682‌
ADR
American
Depositary
Receipt
LIBOR
London
Interbank
Offered
Rate
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
December
31,
2022.
(c)
Perpetual
maturity
security.
(d)
Zero
coupon
bond.
Interest
rate
presented
is
yield
to
maturity.
Level
1
Level
2
Level
3
Total
Investments
at
Value
Common
Stock
Communications
$
990,541‌
$
435,060‌
$
–‌
$
1,425,601‌
Consumer
Cyclical
3,934,026‌
–‌
–‌
3,934,026‌
Consumer
Discretionary
16,788,918‌
–‌
–‌
16,788,918‌
Consumer
Staples
42,332,498‌
–‌
–‌
42,332,498‌
Energy
10,357,695‌
–‌
–‌
10,357,695‌
Financials
54,488,500‌
–‌
–‌
54,488,500‌
Health
Care
69,063,333‌
–‌
–‌
69,063,333‌
Industrials
10,858,593‌
–‌
–‌
10,858,593‌
Information
Technology
17,794,560‌
–‌
–‌
17,794,560‌
Materials
8,870,172‌
–‌
–‌
8,870,172‌
Transportation
540,453‌
–‌
–‌
540,453‌
Corporate
Non-
Convertible
Bonds
–‌
1,605,948‌
–‌
1,605,948‌
U.S.
Government
&
Agency
Obligations
–‌
4,754,682‌
–‌
4,754,682‌
Investments
at
Value
$
236,019,289‌
$
6,795,690‌
$
–‌
$
242,814,979‌
PORTFOLIO
HOLDINGS
%
of
Total
Net
Assets
Communications
0.5‌%
Consumer
Cyclical
1.5‌%
Consumer
Discretionary
6.3‌%
Consumer
Staples
15.9‌%
Energy
3.9‌%
Financials
20.5‌%
Health
Care
26.0‌%
Industrials
4.1‌%
Information
Technology
6.7‌%
Materials
3.3‌%
Transportation
0.2‌%
Corporate
Non-Convertible
Bonds
0.6‌%
U.S.
Government
&
Agency
Obligations
1.8‌%
Other
Assets
&
Liabilities,
Net
8.7‌%
100.0‌%
AUXIER
FOCUS
FUND
STATEMENT
OF
ASSETS
AND
LIABILITIES
December
31,
2022
9
See
Notes
to
Financial
Statements.
ASSETS
Investments,
at
value
(Cost
$99,054,641)
$
242,814,979‌
Cash
23,509,742‌
Receivables:
Fund
shares
sold
83,122‌
Dividends
and
interest
502,293‌
Prepaid
expenses
22,763‌
Total
Assets
266,932,899‌
LIABILITIES
Payables:
Fund
shares
redeemed
645,480‌
Distributions
payable
166,998‌
Accrued
Liabilities:
Investment
Adviser
fees
138,641‌
Trustees’
fees
and
expenses
33‌
Fund
services
fees
26,875‌
Other
expenses
34,190‌
Total
Liabilities
1,012,217‌
NET
ASSETS
$
265,920,682‌
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
122,322,226‌
Distributable
Earnings
143,598,456‌
NET
ASSETS
$
265,920,682‌
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
Investor
Shares
5,614,656‌
A
Shares
62,805‌
Institutional
Shares
4,586,644‌
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE*
Investor
Shares
(based
on
net
assets
of
$143,566,788)
$
25.57‌
A
Shares
(based
on
net
assets
of
$1,651,589)
$
26.30‌
A
Shares
Maximum
Public
Offering
Price
Per
Share
(net
asset
value
per
share/(100%-5.75%))
$
27.90‌
Institutional
Shares
(based
on
net
assets
of
$120,702,305)
$
26.32‌
*Shares
redeemed
or
exchanged
within
180
days
of
purchase
are
charged
a
2.00%
redemption
fee.
AUXIER
FOCUS
FUND
STATEMENT
OF
OPERATIONS
SIX
MONTHS
ENDED
DECEMBER
31,
2022
10
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$348)
$
2,567,233‌
Interest
income
417,967‌
Total
Investment
Income
2,985,200‌
EXPENSES
Investment
Adviser
fees
1,051,408‌
Fund
services
fees
169,014‌
Transfer
agent
fees:
Investor
Shares
28,002‌
A
Shares
492‌
Institutional
Shares
5,702‌
Distribution
fees:
A
Shares
2,110‌
Custodian
fees
13,866‌
Registration
fees:
Investor
Shares
9,148‌
A
Shares
2,375‌
Institutional
Shares
8,260‌
Professional
fees
24,188‌
Trustees'
fees
and
expenses
5,254‌
Other
expenses
114,066‌
Total
Expenses
1,433,885‌
Fees
waived
(292,514‌)
Net
Expenses
1,141,371‌
NET
INVESTMENT
INCOME
1,843,829‌
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
(loss)
on:
Investments
(131,527‌)
Foreign
currency
transactions
12‌
Net
realized
loss
(131,515‌)
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
11,386,437‌
NET
REALIZED
AND
UNREALIZED
GAIN
11,254,922‌
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
13,098,751‌
AUXIER
FOCUS
FUND
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
11
See
Notes
to
Financial
Statements.
For
the
Six
Months
Ended
December
31,
2022
For
the
Year
Ended
June
30,
2022
OPERATIONS
Shares
Shares
Net
investment
income
$
1,843,829‌
$
2,802,191‌
Net
realized
gain
(loss)
(131,515‌)
5,374,197‌
Net
change
in
unrealized
appreciation
(depreciation)
11,386,437‌
(18,353,028‌)
Increase
(Decrease)
in
Net
Assets
Resulting
from
Operations
13,098,751‌
(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
3,342,317‌
130,649‌
17,845,684‌
654,788‌
A
Shares
–‌
–‌
12,724‌
485‌
Institutional
Shares
6,988,212‌
263,698‌
6,388,132‌
229,916‌
Reinvestment
of
distributions:
Investor
Shares
3,985,471‌
153,380‌
3,486,919‌
127,842‌
A
Shares
35,720‌
1,336‌
39,492‌
1,425‌
Institutional
Shares
3,367,859‌
125,981‌
2,860,173‌
102,095‌
Redemption
of
shares:
Investor
Shares
(7,911,482‌)
(308,611‌)
(13,444,920‌)
(497,940‌)
A
Shares
(131,522‌)
(5,051‌)
(708,337‌)
(25,187‌)
Institutional
Shares
(3,767,656‌)
(143,386‌)
(7,253,207‌)
(261,439‌)
Redemption
fees:
Investor
Shares
1,533‌
–‌
3,856‌
–‌
A
Shares
11‌
–‌
43‌
–‌
Institutional
Shares
1,164‌
–‌
2,934‌
–‌
Increase
in
Net
Assets
from
Capital
Share
Transactions
5,911,627‌
217,996‌
9,233,493‌
331,985‌
Increase
(Decrease)
in
Net
Assets
11,252,031‌
(7,596,222‌)
NET
ASSETS
Beginning
of
Period
254,668,651‌
262,264,873‌
End
of
Period
$
265,920,682‌
$
254,668,651‌
AUXIER
FOCUS
FUND
FINANCIAL
HIGHLIGHTS
12
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
period.
For
the
Six
Months
Ended
December
31,
2022
For
the
Years
Ended
June
30,
2022
2021
2020
2019
2018
INVESTOR
SHARES
NET
ASSET
VALUE,
Beginning
of
Period
$
25.05‌
$
26.69‌
$
20.39‌
$
22.34‌
$
22.25‌
$
21.95‌
INVESTMENT
OPERATIONS
Net
investment
income
(a)
0.17‌
0.27‌
0.27‌
0.29‌
0.28‌
0.26‌
Net
realized
and
unrealized
gain
(loss)
1.12‌
(1.22‌)
6.59‌
(0.87‌)
1.18‌
1.28‌
Total
from
Investment
Operations
1.29‌
(0.95‌)
6.86‌
(0.58‌)
1.46‌
1.54‌
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
(0.33‌)
(0.28‌)
(0.30‌)
(0.29‌)
(0.30‌)
(0.25‌)
Net
realized
gain
(0.44‌)
(0.41‌)
(0.26‌)
(1.08‌)
(1.07‌)
(0.99‌)
Total
Distributions
to
Shareholders
(0.77‌)
(0.69‌)
(0.56‌)
(1.37‌)
(1.37‌)
(1.24‌)
REDEMPTION
FEES(a)
0.00‌(b)
0.00‌(b)
0.00‌(b)
0.00‌(b)
0.00‌(b)
0.00‌(b)
NET
ASSET
VALUE,
End
of
Period
$
25.57‌
$
25.05‌
$
26.69‌
$
20.39‌
$
22.34‌
$
22.25‌
TOTAL
RETURN
5.13‌%(c)
(3.77‌)%
34.03‌%
(3.17‌)%
7.08‌%
6.97‌%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
143,567‌
$
141,242‌
$
142,915‌
$
113,810‌
$
137,995‌
$
161,032‌
Ratios
to
Average
Net
Assets:
Net
investment
income
1.35‌%(d)
0.99‌%
1.13‌%
1.34‌%
1.25‌%
1.14‌%
Net
expenses
0.92‌%(d)
0.92‌%
0.92‌%
0.95‌%
0.98‌%
0.98‌%
Gross
expenses
(e)
1.09‌%(d)
1.08‌%
1.09‌%
1.10‌%
1.11‌%
1.10‌%
PORTFOLIO
TURNOVER
RATE
0‌%(c)
1‌%
1‌%
2‌%
3‌%
3‌%
(a)
Calculated
based
on
average
shares
outstanding
during
each
period.
(b)
Less
than
$0.01
per
share.
(c)
Not
annualized.
(d)
Annualized.
(e)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
AUXIER
FOCUS
FUND
FINANCIAL
HIGHLIGHTS
13
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
period.
For
the
Six
Months
Ended
December
31,
2022
For
the
Years
Ended
June
30,
2022
2021
2020
2019
2018
A
SHARES
NET
ASSET
VALUE,
Beginning
of
Period
$
25.60‌
$
27.20‌
$
20.76‌
$
22.70‌
$
22.56‌
$
22.23‌
INVESTMENT
OPERATIONS
Net
investment
income
(a)
0.13‌
0.18‌
0.19‌
0.23‌
0.22‌
0.20‌
Net
realized
and
unrealized
gain
(loss)
1.15‌
(1.25‌)
6.72‌
(0.89‌)
1.21‌
1.29‌
Total
from
Investment
Operations
1.28‌
(1.07‌)
6.91‌
(0.66‌)
1.43‌
1.49‌
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
(0.14‌)
(0.12‌)
(0.21‌)
(0.20‌)
(0.22‌)
(0.17‌)
Net
realized
gain
(0.44‌)
(0.41‌)
(0.26‌)
(1.08‌)
(1.07‌)
(0.99‌)
Total
Distributions
to
Shareholders
(0.58‌)
(0.53‌)
(0.47‌)
(1.28‌)
(1.29‌)
(1.16‌)
REDEMPTION
FEES(a)
0.00‌(b)
0.00‌(b)
0.00‌(b)
0.00‌(b)
0.00‌(b)
0.00‌(b)
NET
ASSET
VALUE,
End
of
Period
$
26.30‌
$
25.60‌
$
27.20‌
$
20.76‌
$
22.70‌
$
22.56‌
TOTAL
RETURN(c)
4.98‌%(d)
(4.07‌)%
33.60‌%
(3.47‌)%
6.80‌%
6.68‌%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
1,652‌
$
1,703‌
$
2,443‌
$
2,770‌
$
2,664‌
$
2,782‌
Ratios
to
Average
Net
Assets:
Net
investment
income
1.01‌%(e)
0.64‌%
0.78‌%
1.06‌%
0.98‌%
0.87‌%
Net
expenses
1.25‌%(e)
1.25‌%
1.25‌%
1.25‌%
1.25‌%
1.25‌%
Gross
expenses
(f)
1.71‌%(e)
1.65‌%
1.52‌%
1.51‌%
1.53‌%
1.44‌%
PORTFOLIO
TURNOVER
RATE
0‌%(d)
1‌%
1‌%
2‌%
3‌%
3‌%
(a)
Calculated
based
on
average
shares
outstanding
during
each
period.
(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)
Not
annualized.
(e)
Annualized.
(f)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
AUXIER
FOCUS
FUND
FINANCIAL
HIGHLIGHTS
14
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
period.
For
the
Six
Months
Ended
December
31,
2022
For
the
Years
Ended
June
30,
2022
2021
2020
2019
2018
INSTITUTIONAL
SHARES
NET
ASSET
VALUE,
Beginning
of
Period
$
25.74‌
$
27.38‌
$
20.88‌
$
22.81‌
$
22.66‌
$
22.29‌
INVESTMENT
OPERATIONS
Net
investment
income
(a)
0.20‌
0.31‌
0.31‌
0.33‌
0.33‌
0.31‌
Net
realized
and
unrealized
gain
(loss)
1.15‌
(1.26‌)
6.75‌
(0.88‌)
1.19‌
1.30‌
Total
from
Investment
Operations
1.35‌
(0.95‌)
7.06‌
(0.55‌)
1.52‌
1.61‌
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
(0.33‌)
(0.28‌)
(0.30‌)
(0.30‌)
(0.30‌)
(0.25‌)
Net
realized
gain
(0.44‌)
(0.41‌)
(0.26‌)
(1.08‌)
(1.07‌)
(0.99‌)
Total
Distributions
to
Shareholders
(0.77‌)
(0.69‌)
(0.56‌)
(1.38‌)
(1.37‌)
(1.24‌)
REDEMPTION
FEES(a)
0.00‌(b)
0.00‌(b)
0.00‌(b)
0.00‌(b)
0.00‌(b)
0.00‌(b)
NET
ASSET
VALUE,
End
of
Period
$
26.32‌
$
25.74‌
$
27.38‌
$
20.88‌
$
22.81‌
$
22.66‌
TOTAL
RETURN
5.23‌%(c)
(3.66‌)%
34.19‌%
(3.00‌)%
7.24‌%
7.20‌%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
120,702‌
$
111,723‌
$
116,907‌
$
88,103‌
$
90,958‌
$
71,644‌
Ratios
to
Average
Net
Assets:
Net
investment
income
1.48‌%(d)
1.11‌%
1.25‌%
1.51‌%
1.43‌%
1.34‌%
Net
expenses
0.80‌%(d)
0.80‌%
0.80‌%
0.80‌%
0.80‌%
0.80‌%
Gross
expenses
(e)
1.08‌%(d)
1.08‌%
1.09‌%
1.10‌%
1.10‌%
1.10‌%
PORTFOLIO
TURNOVER
RATE
0‌%(c)
1‌%
1‌%
2‌%
3‌%
3‌%
(a)
Calculated
based
on
average
shares
outstanding
during
each
period.
(b)
Less
than
$0.01
per
share.
(c)
Not
annualized.
(d)
Annualized.
(e)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
AUXIER
FOCUS
FUND
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2022
15
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
period.
Actual
amounts
could
differ
from
those
estimates.
The
following
summarizes
the
significant
accounting
policies
of
the
Fund:
Security
Valuation
Securities
are
valued
at
market
prices
using
the
last
quoted
trade
or
official
closing
price
from
the
principal
exchange
where
the
security
is
traded,
as
provided
by
independent
pricing
services
on
each
Fund
business
day.
In
the
absence
of
a
last
trade,
securities
are
valued
at
the
mean
of
the
last
bid
and
ask
price
provided
by
the
pricing
service.
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
4,
as
the
Fund's
valuation
designee
to
perform
any
fair
value
determinations
for
securities
and
other
assets
held
by
the
Fund.
The
Adviser
is
subject
to
the
oversight
of
the
Board
and
certain
reporting
and
other
requirements
intended
to
provide
the
Board
the
information
needed
to
oversee
the
Adviser's
fair
value
determinations.
The
Adviser
is
responsible
for
determining
the
fair
value
of
investments
for
which
market
quotations
are
not
readily
available
in
accordance
with
policies
and
procedures
that
have
been
approved
by
the
Board.
Under
these
procedures,
the
Adviser
convenes
on
a
regular
and
ad
hoc
basis
to
review
such
investments
and
considers
a
number
of
factors,
including
valuation
methodologies
and
significant
unobservable
inputs,
when
arriving
at
fair
value.
The
Board
has
approved
the
Adviser’s
fair
valuation
procedures
as
a
part
of
the
Fund’s
compliance
program
and
will
review
any
changes
made
to
the
procedures.
The
Adviser
provides
fair
valuation
inputs.
In
determining
fair
valuations,
inputs
may
include
market-based
analytics
that
may
consider
related
or
comparable
assets
or
liabilities,
recent
transactions,
market
multiples,
book
values
and
other
relevant
investment
information.
Adviser
inputs
may
include
an
income-based
approach
in
which
the
anticipated
future
cash
flows
of
the
investment
are
discounted
in
determining
fair
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
December
31,
2022
16
Level
1
-
Quoted
prices
in
active
markets
for
identical
assets
and
liabilities.
Level
2
-
Prices
determined
using
significant
other
observable
inputs
(including
quoted
prices
for
similar
securities,
interest
rates,
prepayment
speeds,
credit
risk,
etc.).
Short-term
securities
with
maturities
of
sixty
days
or
less
are
valued
at
amortized
cost,
which
approximates
market
value,
and
are
categorized
as
Level
2
in
the
hierarchy.
Municipal
securities,
long-term
U.S.
government
obligations
and
corporate
debt
securities
are
valued
in
accordance
with
the
evaluated
price
supplied
by
a
pricing
service
and
generally
categorized
as
Level
2
in
the
hierarchy.
Other
securities
that
are
categorized
as
Level
2
in
the
hierarchy
include,
but
are
not
limited
to,
warrants
that
do
not
trade
on
an
exchange,
securities
valued
at
the
mean
between
the
last
reported
bid
and
ask
quotation
and
international
equity
securities
valued
by
an
independent
third
party
with
adjustments
for
changes
in
value
between
the
time
of
the
securities’
respective
local
market
closes
and
the
close
of
the
U.S.
market.
Level
3
-
Significant
unobservable
inputs
(including
the
Fund’s
own
assumptions
in
determining
the
fair
value
of
investments).
The
aggregate
value
by
input
level,
as
of
December
31,
2022,
for
the
Fund’s
investments
is
included
at
the
end
of
the
Fund’s
Schedule
of
Investments.
Security
Transactions,
Investment
Income
and
Realized
Gain
and
Loss
Investment
transactions
are
accounted
for
on
the
trade
date.
Dividend
income
is
recorded
on
the
ex-dividend
date.
Foreign
dividend
income
is
recorded
on
the
ex-dividend
date
or
as
soon
as
possible
after
determining
the
existence
of
a
dividend
declaration
after
exercising
reasonable
due
diligence.
Income
and
capital
gains
on
some
foreign
securities
may
be
subject
to
foreign
withholding
taxes,
which
are
accrued
as
applicable.
Interest
income
is
recorded
on
an
accrual
basis.
Premium
is
amortized
to
the
next
call
date
above
par
and
discount
is
accreted
to
maturity
using
the
effective
interest
method.
Identified
cost
of
investments
sold
is
used
to
determine
the
gain
and
loss
for
both
financial
statement
and
federal
income
tax
purposes.
Foreign
Currency
Translations
Foreign
currency
amounts
are
translated
into
U.S.
dollars
as
follows:
(1)
assets
and
liabilities
at
the
rate
of
exchange
at
the
end
of
the
respective
period;
and
(2)
purchases
and
sales
of
securities
and
income
and
expenses
at
the
rate
of
exchange
prevailing
on
the
dates
of
such
transactions.
The
portion
of
the
results
of
operations
arising
from
changes
in
the
exchange
rates
and
the
portion
due
to
fluctuations
arising
from
changes
in
the
market
prices
of
securities
are
not
isolated.
Such
fluctuations
are
included
with
the
net
realized
and
unrealized
gain
or
loss
on
investments.
Distributions
to
Shareholders
The
Fund
declares
any
dividends
from
net
investment
income
and
pays
them
annually.
Any
net
capital
gains
and
net
foreign
currency
gains
realized
by
the
Fund
are
distributed
at
least
annually.
Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
Distributions
are
based
on
amounts
calculated
in
accordance
with
applicable
federal
income
tax
regulations,
which
may
differ
from
GAAP.
These
differences
are
due
primarily
to
differing
treatments
of
income
and
gain
on
various
investment
securities
held
by
the
Fund,
timing
differences
and
differing
characterizations
of
distributions
made
by
the
Fund.
Federal
Taxes
The
Fund
intends
to
continue
to
qualify
each
year
as
a
regulated
investment
company
under
Subchapter
M
of
Chapter
1,
Subtitle
A,
of
the
Internal
Revenue
Code
of
1986,
as
amended
(“Code”),
and
to
distribute
all
of
its
taxable
income
to
shareholders.
In
addition,
by
distributing
in
each
calendar
year
substantially
all
of
its
net
investment
income
and
capital
gains,
if
any,
the
Fund
will
not
be
subject
to
a
federal
excise
tax.
Therefore,
no
federal
income
or
excise
tax
provision
is
required.
The
Fund
files
a
U.S.
federal
income
and
excise
tax
return
as
required.
The
Fund’s
federal
income
tax
returns
are
subject
to
examination
by
the
Internal
Revenue
Service
for
a
period
of
three
fiscal
years
after
they
are
filed.
As
of
December
31,
2022,
there
are
no
uncertain
tax
positions
that
would
require
financial
statement
recognition,
de-recognition
or
disclosure.
Income
and
Expense
Allocation
The
Trust
accounts
separately
for
the
assets,
liabilities
and
operations
of
each
of
its
investment
portfolios.
Expenses
that
are
directly
attributable
to
more
than
one
investment
portfolio
are
allocated
among
the
respective
investment
portfolios
in
an
equitable
manner.
The
Fund's
class-specific
expenses
are
charged
to
the
operations
of
that
class
of
shares.
Income
and
expenses
(other
than
expenses
attributable
to
a
specific
class)
and
realized
and
unrealized
gains
or
losses
on
investments
are
allocated
to
each
class
of
shares
based
on
the
class’
respective
net
assets
to
the
total
net
assets
of
the
Fund.
Redemption
Fees
A
shareholder
who
redeems
or
exchanges
shares
within
180
days
of
purchase
will
incur
a
redemption
fee
of
2.00%
of
the
current
NAV
of
shares
redeemed
or
exchanged,
subject
to
certain
limitations.
The
fee
is
charged
for
the
benefit
of
AUXIER
FOCUS
FUND
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2022
17
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.
Cash
Concentration
in
Uninsured
Account
For
cash
management
purposes,
the
Fund
may
concentrate
cash
with
the
Fund’s
custodian.
This
typically
results
in
cash
balances
exceeding
the
Federal
Deposit
Insurance
Corporation
(“FDIC”)
insurance
limits.
As
of
December
31,
2022,
the
Fund
had
$23,259,742
at
U.S.
Bank
that
exceeded
the
FDIC
insurance
limit.
Note
4.
Fees
and
Expenses
Investment
Adviser
Auxier
Asset
Management
LLC
(the
“Adviser”)
is
the
investment
adviser
to
the
Fund.
Pursuant
to
an
investment
advisory
agreement,
the
Adviser
receives
an
advisory
fee,
payable
monthly,
from
the
Fund
at
an
annual
rate
of
0.80%
of
the
Fund’s
average
daily
net
assets.
Distribution
Foreside
Fund
Services,
LLC
(the
“Distributor”),
a
wholly
owned
subsidiary
of
Foreside
Financial
Group,
LLC
(doing
business
as
ACA
Group),
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
period
ended
December
31,
2022
,
there
were
no
front-end
sales
charges
assessed
on
the
sale
of
A
Shares
and
no
contingent
deferred
sales
charges
were
assessed
on
the
sale
of
A
Shares.
Other
Service
Providers
Apex
provides
fund
accounting,
fund
administration,
compliance
and
transfer
agency
services
to
the
Fund.
The
fees
related
to
these
services
are
included
in
Fund
services
fees
within
the
Statement
of
Operations.
Apex
also
provides
certain
shareholder
report
production
and
EDGAR
conversion
and
filing
services.
Apex
provides
a
Principal
Executive
Officer,
a
Principal
Financial
Officer,
a
Chief
Compliance
Officer
and
an
Anti-Money
Laundering
Officer
to
the
Fund,
as
well
as
certain
additional
compliance
support
functions.
Trustees
and
Officers
Each
Independent
Trustee’s
annual
retainer
is
$45,000
($55,000
for
the
Chairman),
and
the
Audit
Committee
Chairman
receives
an
additional
$2,000
annually.
The
Trustees
and
Chairman
may
receive
additional
fees
for
special
Board
meetings.
Each
Trustee
is
also
reimbursed
for
all
reasonable
out-of-pocket
expenses
incurred
in
connection
with
his
or
her
duties
as
a
Trustee,
including
travel
and
related
expenses
incurred
in
attending
Board
meetings.
The
amount
of
Trustees’
fees
attributable
to
the
Fund
is
disclosed
in
the
Statement
of
Operations.
Certain
officers
of
the
Trust
are
also
officers
or
employees
of
the
above
named
service
providers,
and
during
their
terms
of
office
received
no
compensation
from
the
Fund.
Note
5.
Expense
Reimbursement
and
Fees
Waived
The
Adviser
 has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
(excluding
all
taxes,
interest,
portfolio
transaction
expenses,
dividend
expenses
on
short
sales,
and
extraordinary
expenses
)
to
0.92%,
1.25%
and
0.80%
of
the
Investor
Shares,
A
Shares
and
Institutional
Shares,
respectively
,
through
at
least
October
31,
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
AUXIER
FOCUS
FUND
NOTES
TO
FINANCIAL
STATEMENTS
December
31,
2022
18
be
reduced
or
eliminated
at
any
time.
For
the
period
ended
December
31,
2022
,
the
fees
waived
and
expenses
reimbursed
were
as
follows:
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
December
31,
2022
,
$1,360,565
is
subject
to
recapture
by
the
Adviser.
Other
Waivers
are
not
eligible
for
recoupment.
Note
6.
Security
Transactions
The
cost
of
purchases
and
proceeds
from
sales
of
investment
securities
(including
maturities),
other
than
short-term
investments,
during
the
period
ended
December
31,
2022
,
totaled
$880,199
and
$2,772,942
.
Note
7.
Federal
Income
Tax
As
of
December
31,
2022
,
cost
for
federal
income
tax
purposes
is
substantially
the
same
as
for
financial
statement
purposes
and
net
unrealized
appreciation
consists
of:
As
of
June
30,
2022,
distributable
earnings
(accumulated
loss)
on
a
tax
basis
were
as
follows:
The
difference
between
components
of
distributable
earnings
on
a
tax
basis
and
the
amounts
reflected
in
the
Statement
of
Assets
and
Liabilities
are
primarily
due
to
wash
sales
and
equity
return
of
capital.
Note
8.
Subsequent
Events
Subsequent
events
occurring
after
the
date
of
this
report
through
the
date
these
financial
statements
were
issued
have
been
evaluated
for
potential
impact,
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
$
247,562‌
$
44,952‌
$
294,514‌
Gross
Unrealized
Appreciation
$
148,767,286‌
Gross
Unrealized
Depreciation
(5,006,948‌)
Net
Unrealized
Appreciation
$
143,760,338‌
Undistributed
Ordinary
Income
$
1,444,982‌
Undistributed
Long-Term
Gain
4,447,878‌
Unrealized
Appreciation
132,365,192‌
Total
$
138,258,052‌
AUXIER
FOCUS
FUND
ADDITIONAL
INFORMATION
December
31,
2022
19
Investment
Advisory
Agreement
Approval
At
the
December
9,
2022
Board
meeting,
the
Board,
including
the
Independent
Trustees,
considered
the
approval
of
the
continuance
of
the
investment
advisory
agreement
between
the
Adviser
and
the
Trust
pertaining
to
the
Fund
(the
“Advisory
Agreement”).
In
preparation
for
its
deliberations,
the
Board
requested
and
reviewed
written
responses
from
the
Adviser
to
a
due
diligence
questionnaire
circulated
on
the
Board's
behalf
concerning
the
services
provided
by
the
Adviser.
The
Board
also
discussed
the
materials
with
Fund
counsel
and,
as
necessary,
with
the
Trust's
administrator,
Apex
Fund
Services.
During
its
deliberations,
the
Board
received
an
oral
presentation
from
the
Adviser,
and
was
assisted
by
the
advice
of
Trustee
counsel.
At
the
Meeting,
the
Board
reviewed,
among
other
matters:
(1)
the
nature,
extent
and
quality
of
the
services
provided
to
the
Fund
by
the
Adviser,
including
information
on
the
investment
performance
of
the
Fund
and
the
Adviser;
(2)
the
costs
of
the
services
provided
and
profitability
to
the
Adviser
of
its
relationship
with
the
Fund;
(3)
the
advisory
fee
and
total
expense
ratio
of
the
Fund
as
compared
to
those
of
a
relevant
peer
group
of
funds;
(4)
the
extent
to
which
economies
of
scale
may
be
realized
as
the
Fund
grows
and
whether
the
advisory
fee
enables
the
Fund's
investors
to
share
in
the
benefits
of
economies
of
scale;
and
(5)
other
benefits
received
by
the
Adviser
from
its
relationship
with
the
Fund.
In
addition,
the
Board
recognized
that
the
evaluation
process
with
respect
to
the
Adviser
was
an
ongoing
one
and,
in
this
regard,
the
Board
considered
information
provided
by
the
Adviser
at
regularly
scheduled
meetings
during
the
past
year.
Nature,
Extent
and
Quality
of
Services
Based
on
written
materials
received,
a
presentation
from
a
senior
representative
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
manager
and
other
personnel
at
the
Adviser
providing
services
to
the
Fund,
as
well
as
the
investment
philosophy
and
decision-making
process
of
the
Adviser
and
the
capability
and
integrity
of
the
Adviser’s
senior
management
and
staff.
The
Board
considered
also
the
adequacy
of
the
Adviser’s
resources.
The
Board
noted
the
Adviser’s
representations
that
the
firm
is
in
stable
financial
condition
and
has
the
operational
capability
and
the
necessary
staffing
and
experience
to
continue
providing
high-
quality
investment
advisory
services
to
the
Fund.
Based
on
the
presentation
and
the
materials
provided
by
the
Adviser
in
connection
with
the
Board’s
consideration
of
the
renewal
of
the
Advisory
Agreement,
among
other
relevant
factors,
the
Board
concluded
that,
overall,
it
was
satisfied
with
the
nature,
extent
and
quality
of
services
to
be
provided
to
the
Fund
under
the
Advisory
Agreement.
Performance
In
connection
with
a
presentation
by
the
Adviser
regarding
its
approach
to
managing
the
Fund,
the
Board
reviewed
the
performance
of
the
Fund
compared
to
its
primary
benchmark
index.
The
Board
observed
that
the
Fund
outperformed
the
S&P
500
Index,
the
Fund’s
primary
benchmark
index,
for
the
one-year
period
ended
September
30,
2022
and
for
the
period
since
the
Fund’s
inception
on
July
9,
1999,
and
underperformed
the
benchmark
for
the
three-,
five-,
and
10-year
periods
ended
September
30,
2022.
The
Board
also
considered
the
Fund’s
performance
relative
to
an
independent
peer
group
of
funds
identified
by
Strategic
Insight,
Inc.
(“Strategic
Insight”)
as
having
characteristics
similar
to
the
Fund,
noting
that,
based
on
the
information
provided
by
Strategic
Insight,
the
Fund
outperformed
the
average
of
its
Strategic
Insight
peer
group
for
the
one-,
three-,
and
five-year
periods
ended
September
30,
2022.
The
Board
noted
the
Adviser’s
representation
that
the
Fund’s
three-
and
five-
year
underperformance
relative
to
the
benchmark
index
could
be
attributed,
in
part,
to
the
Adviser’s
approach
to
asset
allocation,
which
tends
to
underperform
the
benchmark
index
during
years
of
upward
trending
markets,
and
to
the
Fund’s
material
cash
position,
which
is
designed
to
protect
an
investor’s
capital
in
all
market
conditions.
The
Board
noted
the
Adviser’s
representation
that
the
Fund
seeks
capital
appreciation
over
the
long-term
and
that,
in
the
Adviser’s
view,
the
Fund
executed
its
investment
objective
without
taking
on
undue
risk,
as
evidenced
by
the
Fund
having
outperformed
its
benchmark
index
since
its
inception
on
both
a
cumulative
and
average
annual
basis.
Based
on
the
Adviser’s
investment
style
and
the
foregoing
performance
information,
among
other
applicable
considerations,
the
Board
determined
that
the
Fund
and
its
shareholders
could
benefit
from
the
Adviser’s
continued
management
of
the
Fund.
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20
Compensation
The
Board
evaluated
the
Adviser’s
compensation
for
providing
advisory
services
to
the
Fund
and
analyzed
comparative
information
on
the
net
advisory
fee
and
total
expense
ratio
of
the
Fund
compared
to
its
Strategic
Insight
peer
group.
The
Board
observed
that,
although
the
net
advisory
fee
for
the
Fund
was
higher
than
the
median
of
its
Strategic
Insight
peer
group,
it
was
within
a
reasonable
range.
The
Board
also
observed
that
the
Fund’s
total
expense
ratio
was
lower
than
the
median
of
the
Strategic
Insight
peer
group.
The
Board
further
noted
the
Adviser’s
representation
that
it
had
lowered
the
contractual
advisory
fee
rate
in
November
2016
and
reduced
the
expense
cap
of
the
Investor
Share
class
of
shares
twice
within
the
last
five
years.
Based
on
the
foregoing
and
other
relevant
factors,
the
Board
concluded
that
the
Adviser’s
advisory
fee
rate
charged
to
the
Fund
was
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
Fund.
In
this
regard,
the
Board
considered
the
Adviser’s
resources
devoted
to
the
Fund,
as
well
as
the
Adviser’s
discussion
of
costs
and
profitability
of
its
Fund
activities.
The
Board
noted
the
Adviser’s
belief
that
its
profit
margin
from
the
Fund
was
reasonable
considering
the
services
provided
and
that
the
Fund
required
significantly
more
attention
and
resources
than
other
accounts
managed
by
the
Adviser.
The
Board
also
noted
the
Adviser’s
representation
that
the
Adviser
was
subsidizing
the
Fund’s
operations
by
forgoing
a
portion
of
its
advisory
fee
in
accordance
with
the
contractual
expense
cap.
Based
on
these
and
other
applicable
considerations,
including
financial
statements
from
the
Adviser
indicating
its
profitability
and
expenses
from
overall
operations,
the
Board
concluded
that
the
Adviser’s
costs
of
services
and
profits
attributable
to
management
of
the
Fund
were
reasonable.
Economies
of
Scale
The
Board
evaluated
whether
the
Fund
would
benefit
from
any
economies
of
scale.
In
this
regard,
the
Board
considered
the
Fund’s
fee
structure,
asset
size,
and
net
expense
ratio. 
The
Board
also
considered
the
Adviser’s
representation
that
the
Fund
could
potentially
benefit
from
economies
of
scale
if
its
assets
were
to
increase
but
that,
in
light
of
the
Fund’s
stable
asset
levels,
the
Adviser
was
not
proposing
breakpoints
in
the
advisory
fee
at
this
time
but
was
considering
certain
reinvestments
in
the
business. 
Based
on
the
foregoing
and
other
applicable
considerations,
including
the
size
of
the
Fund,
the
Board
concluded
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
Fund.
Based
on
the
foregoing
representation,
the
Board
concluded
that
other
benefits
received
by
the
Adviser
from
its
relationship
with
the
Fund
were
not
a
material
factor
to
consider
in
approving
the
continuation
of
the
Advisory
Agreement.
Conclusion
The
Board
did
not
identify
any
single
factor
as
being
of
paramount
importance,
and
different
Trustees
may
have
given
different
weight
to
different
factors.
The
Board
reviewed
a
memorandum
from
Fund
counsel
discussing
the
legal
standards
applicable
to
its
consideration
of
the
Advisory
Agreement.
Based
on
its
review,
including
consideration
of
each
of
the
factors
referenced
above,
the
Board
determined,
in
the
exercise
of
its
reasonable
business
judgment,
that
the
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.
Liquidity
Risk
Management
Program
The
Fund
has
adopted
and
implemented
a
written
liquidity
risk
management
program,
as
required
by
Rule
22e-4
(the
“Liquidity
Rule”)
under
the
Investment
Company
Act
of
1940,
as
amended.
The
liquidity
risk
management
program
is
reasonably
designed
to
assess
and
manage
the
Fund’s
liquidity
risk,
taking
into
consideration,
among
other
factors,
the
Fund's
investment
strategy
and
the
AUXIER
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21
liquidity
of
the
portfolio
investments
during
normal
and
reasonably
foreseeable
stressed
conditions,
its
short
and
long-term
cash
flow
projections
and
its
cash
holdings
and
access
to
other
funding
sources.
The
Board
approved
the
designation
of
a
Liquidity
Committee
as
the
administrator
of
the
liquidity
risk
management
program
(the
“Program
Administrator”).
The
Program
Administrator
is
responsible
for
the
administration
and
oversight
of
the
program
and
for
reporting
to
the
Board
on
at
least
an
annual
basis
regarding,
among
other
things,
the
program’s
operation,
adequacy,
and
effectiveness.
The
Program
Administrator
assessed
the
Fund’s
liquidity
risk
profile
based
on
information
gathered
for
the
period
July
1,
2021
through
June
30,
2022
in
order
to
prepare
a
written
report
to
the
Board
for
review
at
its
meeting
held
on
September
15,
2022.
The
Program
Administrator’s
written
report
stated
that:
(i)
the
Fund
is
able
to
meet
redemptions
in
normal
and
reasonably
foreseeable
stressed
conditions
and
without
significant
dilution
of
remaining
shareholders’
interests
in
the
Fund;
(ii)
the
Fund's
strategy
is
appropriate
for
an
open-end
mutual
fund;
(iii)
the
liquidity
classification
determinations
regarding
the
Fund's
portfolio
investments,
which
take
into
account
a
variety
of
factors
and
may
incorporate
analysis
from
one
or
more
third-party
data
vendors,
remained
appropriate;
(iv)
the
Fund
did
not
approach
the
internal
triggers
set
forth
in
the
liquidity
risk
management
program
or
the
regulatory
percentage
limitation
(15%)
on
holdings
in
illiquid
investments;
(v)
it
continues
to
be
appropriate
to
not
set
a
“highly
liquid
investment
minimum”
for
the
Fund
because
the
Fund
primarily
holds
“highly
liquid
investments”;
and
(vi)
the
liquidity
risk
management
program
remains
reasonably
designed
and
adequately
implemented
to
prevent
violations
of
the
Liquidity
Rule.
No
significant
liquidity
events
impacting
the
Fund
or
proposed
changes
to
the
Program
were
noted
in
the
report.
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
July
1,
2022
through
December
31,
2022.
Actual
Expenses
The
first
line
of
the
table
below
provides
information
about
actual
account
values
and
actual
expenses.
You
may
use
the
information
in
this
line,
together
with
the
amount
you
invested,
to
estimate
the
expenses
that
you
paid
over
the
period.
Simply
divide
your
account
value
by
$1,000
(for
example,
an
$8,600
account
value
divided
by
$1,000
=
8.6),
then
multiply
the
result
by
the
number
in
the
first
line
under
the
heading
entitled
“Expenses
Paid
During
Period”
to
estimate
the
expenses
you
paid
on
your
account
during
the
period.
Hypothetical
Example
for
Comparison
Purposes
The
second
line
under
each
share
class
of
the
table
below
provides
information
about
hypothetical
account
values
and
hypothetical
expenses
based
on
the
Fund’s
actual
expense
ratio
and
an
assumed
rate
of
return
of
5%
per
year
before
expenses,
which
is
not
the
Fund’s
actual
return.
The
hypothetical
account
values
and
expenses
may
not
be
AUXIER
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December
31,
2022
22
used
to
estimate
the
actual
ending
account
balance
or
expenses
you
paid
for
the
period.
You
may
use
this
information
to
compare
the
ongoing
costs
of
investing
in
the
Fund
and
other
funds.
To
do
so,
compare
this
5%
hypothetical
example
with
the
5%
hypothetical
examples
that
appear
in
the
shareholder
reports
of
other
funds.
Please
note
that
the
expenses
shown
in
the
table
are
meant
to
highlight
your
ongoing
costs
only
and
do
not
reflect
any
transactional
costs,
such
as
sales
charges
(loads)
on
purchase
payments
on
certain
classes,
redemption
fees,
exchange
fees,
and
CDSC
fees.
Therefore,
the
second
line
of
the
table
is
useful
in
comparing
ongoing
costs
only
and
will
not
help
you
determine
the
relative
total
costs
of
owning
different
funds.
In
addition,
if
these
transactional
costs
were
included,
your
costs
would
have
been
higher.
Beginning
Account
Value
July
1,
2022
Ending
Account
Value
December
31,
2022
Expenses
Paid
During
Period*
Annualized
Expense
Ratio*
Investor
Shares
Actual
$
1,000.00
$
1,051.28
$
4.76
0.92%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.57
$
4.69
0.92%
A
Shares
Actual
$
1,000.00
$
1,049.76
$
6.46
1.25%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,018.90
$
6.36
1.25%
Institutional
Shares
Actual
$
1,000.00
$
1,052.27
$
4.14
0.80%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,021.17
$
4.08
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
(184)
divided
by
365
to
reflect
the
half-year
period.
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-SAR-1222
SEMI-ANNUAL
REPORT
(Unaudited)
DECEMBER
31,
2022
DF
DENT
GROWTH
FUNDS
TABLE
OF
CONTENTS
DECEMBER
31,
2022
DF
Dent
Premier
Growth
Fund
Performance
Chart
and
Analysis
1
Schedule
of
Investments
2
Statement
of
Assets
and
Liabilities
4
Statement
of
Operations
5
Statements
of
Changes
in
Net
Assets
6
Financial
Highlights
7
DF
Dent
Midcap
Growth
Fund
Performance
Chart
and
Analysis
8
Schedule
of
Investments
10
Statement
of
Assets
and
Liabilities
12
Statement
of
Operations
13
Statements
of
Changes
in
Net
Assets
14
Financial
Highlights
15
DF
Dent
Small
Cap
Growth
Fund
Performance
Chart
and
Analysis
18
Schedule
of
Investments
20
Statement
of
Assets
and
Liabilities
22
Statement
of
Operations
23
Statements
of
Changes
in
Net
Assets
24
Financial
Highlights
25
DF
Dent
Growth
Funds
Notes
to
Financial
Statements
27
Additional
Information
33
1
DF
DENT
GROWTH
FUNDS
DF
DENT
PREMIER
GROWTH
FUND
PERFORMANCE
CHART
AND
ANALYSIS
DECEMBER
31,
2022
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
period,
certain
fees
were
waived
and/or
expenses
reimbursed;
otherwise,
returns
would
have
been
lower.
The
performance
table
and
graph
do
not
reflect
the
deduction
of
taxes
that
a
shareholder
would
pay
on
Fund
distributions
or
the
redemption
of
Fund
shares.
Returns
greater
than
one
year
are
annualized.
Average
Annual
Total
Returns
Periods
Ended
December
31,
2022
One
Year
Five
Year
Ten
Year
DF
Dent
Premier
Growth
Fund
-28.05%
9.50%
11.79%
S&P
500®
Index
-18.11%
9.42%
12.56%
2
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
DECEMBER
31,
2022
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
December
31,
2022. 
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
-
100.5%
Communication
Services
-
4.7%
125,040‌
Alphabet,
Inc.,
Class C 
(a)
$
11,094,799‌
200‌
Cable
One,
Inc.
142,372‌
11,237,171‌
Consumer
Discretionary
-
6.8%
67,180‌
Amazon.com,
Inc. 
(a)
5,643,120‌
82,747‌
CarMax,
Inc. 
(a)
5,038,465‌
21,606‌
Dollar
General
Corp.
5,320,477‌
16,002,062‌
Financials
-
6.8%
2,336‌
Markel
Corp. 
(a)
3,077,657‌
15,337‌
Moody's
Corp.
4,273,195‌
25,754‌
S&P
Global,
Inc. 
(a)
8,626,045‌
15,976,897‌
Health
Care
-
21.5%
115,024‌
Bio-Techne
Corp.
9,533,189‌
39,210‌
Danaher
Corp.
10,407,118‌
9,038‌
IDEXX
Laboratories,
Inc. 
(a)
3,687,143‌
28,677‌
Illumina,
Inc. 
(a)
5,798,489‌
30,475‌
Intuitive
Surgical,
Inc. 
(a)
8,086,541‌
1,000‌
Teleflex,
Inc.
249,630‌
16,052‌
Thermo
Fisher
Scientific,
Inc.
8,839,676‌
20,033‌
Veeva
Systems,
Inc.,
Class A 
(a)
3,232,926‌
4,600‌
West
Pharmaceutical
Services,
Inc.
1,082,610‌
50,917,322‌
Industrials
-
20.2%
73,421‌
CoStar
Group,
Inc. 
(a)
5,673,975‌
136,144‌
Fastenal
Co.
6,442,334‌
81,851‌
HEICO
Corp.,
Class A
9,809,842‌
10,900‌
Old
Dominion
Freight
Line,
Inc.
3,093,202‌
16,000‌
SiteOne
Landscape
Supply,
Inc. 
(a)
1,877,120‌
15,292‌
TransDigm
Group,
Inc.
9,628,608‌
20,489‌
Verisk
Analytics,
Inc.
3,614,669‌
38,587‌
Waste
Connections,
Inc.
5,115,093‌
55,000‌
WillScot
Mobile
Mini
Holdings
Corp. 
(a)
2,484,350‌
47,739,193‌
Information
Technology
-
26.8%
30,497‌
ANSYS,
Inc. 
(a)
7,367,770‌
8,747‌
Atlassian
Corp.,
Class
(a)
1,125,564‌
75,545‌
BlackLine,
Inc. 
(a)
5,081,912‌
23,308‌
Crowdstrike
Holdings,
Inc.,
Class A 
(a)
2,454,099‌
60,000‌
Guidewire
Software,
Inc. 
(a)
3,753,600‌
31,762‌
Mastercard,
Inc.,
Class A
11,044,600‌
32,190‌
Microsoft
Corp.
7,719,806‌
95,002‌
QUALCOMM,
Inc.
10,444,520‌
2,000‌
Shopify,
Inc. 
(a)
69,420‌
Shares
Security
Description
Value
Information
Technology
-
26.8%
(continued)
1,400‌
Sprout
Social,
Inc.,
Class A 
(a)
$
79,044‌
60,093‌
Visa,
Inc.,
Class A
12,484,922‌
23,000‌
Workiva,
Inc. 
(a)
1,931,310‌
63,556,567‌
Materials
-
5.4%
37,886‌
Ecolab,
Inc.
5,514,686‌
41,211‌
Vulcan
Materials
Co.
7,216,459‌
12,731,145‌
Real
Estate
-
8.3%
24,398‌
American
Tower
Corp.
REIT
5,168,960‌
115,018‌
CBRE
Group,
Inc.,
Class A 
(a)
8,851,785‌
20,267‌
SBA
Communications
Corp.
REIT
5,681,043‌
19,701,788‌
Total
Common
Stock
(Cost
$127,895,280)
237,862,145‌
Money
Market
Fund
-
0.7%
1,749,579‌
First
American
Treasury
Obligations
Fund,
Class X,
4.20% 
(b)
(Cost
$1,749,579)
1,749,579‌
Investments,
at
value
-
101.2%
(Cost
$129,644,859)
$
239,611,724‌
Other
Assets
&
Liabilities,
Net
-
(1.2)%
(2,797,984‌)
Net
Assets
-
100.0%
$
236,813,740‌
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
December
31,
2022.
Valuation
Inputs
Investments
in
Securities
Level
1
-
Quoted
Prices
$
237,862,145‌
Level
2
-
Other
Significant
Observable
Inputs
1,749,579‌
Level
3
-
Significant
Unobservable
Inputs
–‌
Total
$
239,611,724‌
3
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
DECEMBER
31,
2022
The
Level
1
value
displayed
in
this
table
is
Common
Stock
and
the
Level
2
value
is
a
Money
Market
Fund.
Refer
to
this
Schedule
of
Investments
for
a
further
breakout
of
each
security
by
industry.
PORTFOLIO
HOLDINGS
%
of
Total
Net
Assets
Communication
Services
4.7‌%
Consumer
Discretionary
6.8‌%
Financials
6.8‌%
Health
Care
21.5‌%
Industrials
20.2‌%
Information
Technology
26.8‌%
Materials
5.4‌%
Real
Estate
8.3‌%
Money
Market
Fund
0.7‌%
Other
Assets
&
Liabilities,
Net
(1.2‌)%
100.0%
4
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
STATEMENT
OF
ASSETS
AND
LIABILITIES
DECEMBER
31,
2022
ASSETS
Investments,
at
value
(Cost
$129,644,859)
$
239,611,724‌
Receivables:
Fund
shares
sold
33,320‌
Dividends
90,182‌
Prepaid
expenses
10,667‌
Total
Assets
239,745,893‌
LIABILITIES
Payables:
Fund
shares
redeemed
2,337,037‌
Accrued
Liabilities:
Investment
adviser
fees
566,828‌
Fund
services
fees
11,115‌
Other
expenses
17,173‌
Total
Liabilities
2,932,153‌
NET
ASSETS
$
236,813,740‌
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
115,758,301‌
Distributable
Earnings
121,055,439‌
NET
ASSETS
$
236,813,740‌
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
6,670,953‌
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE
$
35.50‌
5
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
STATEMENT
OF
OPERATIONS
SIX
MONTHS
ENDED
DECEMBER
31,
2022
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$4,462)
$
1,107,338‌
Total
Investment
Income
1,107,338‌
EXPENSES
Investment
adviser
fees
1,366,485‌
Fund
services
fees
95,418‌
Custodian
fees
14,467‌
Registration
fees
11,881‌
Professional
fees
23,721‌
Trustees'
fees
and
expenses
5,317‌
Other
expenses
29,847‌
Total
Expenses
1,547,136‌
Fees
waived
(181,350‌)
Net
Expenses
1,365,786‌
NET
INVESTMENT
LOSS
(258,448‌)
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
on
investments
19,145,518‌
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
(18,461,541‌)
NET
REALIZED
AND
UNREALIZED
GAIN
683,977‌
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
425,529‌
6
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
PREMIER
GROWTH
FUND
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
For
the
Six
Months
Ended
December
31,
2022
For
the
Year
Ended
June
30,
2022
OPERATIONS
Net
investment
loss
$
(258,448‌)
$
(2,296,922‌)
Net
realized
gain
19,145,518‌
9,591,538‌
Net
change
in
unrealized
appreciation
(depreciation)
(18,461,541‌)
(97,488,548‌)
Increase
(Decrease)
in
Net
Assets
Resulting
from
Operations
425,529‌
(90,193,932‌)
DISTRIBUTIONS
TO
SHAREHOLDERS
Total
Distributions
Paid
–‌
(30,915,090‌)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares
3,183,075‌
25,264,827‌
Reinvestment
of
distributions
–‌
29,644,714‌
Redemption
of
shares
(45,730,394‌)
(85,788,741‌)
Redemption
fees
–‌
7‌
Decrease
in
Net
Assets
from
Capital
Share
Transactions
(42,547,319‌)
(30,879,193‌)
Decrease
in
Net
Assets
(42,121,790‌)
(151,988,215‌)
NET
ASSETS
Beginning
of
Period
278,935,530‌
430,923,745‌
End
of
Period
$
236,813,740‌
$
278,935,530‌
SHARE
TRANSACTIONS
Sale
of
shares
87,164‌
550,556‌
Reinvestment
of
distributions
–‌
621,873‌
Redemption
of
shares
(1,252,286‌)
(1,990,603‌)
Decrease
in
Shares
(1,165,122‌)
(818,174‌)
7
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
period
.
For
the
Six
Months
Ended
December
31,
2022
For
the
Years
Ended
June
30,
2022
2021
2020
2019
2018
NET
ASSET
VALUE,
Beginning
of
Period
$
35.60‌
$
49.79‌
$
38.91‌
$
35.75‌
$
32.13‌
$
28.22‌
INVESTMENT
OPERATIONS
Net
investment
loss
(a)
(0.03‌)
(0.27‌)
(0.25‌)
(0.11‌)
(0.16‌)
(0.15‌)
Net
realized
and
unrealized
gain
(loss)
(0.07‌)(b)
(10.28‌)
12.16‌
5.88‌
6.26‌
6.91‌
Total
from
Investment
Operations
(0.10‌)
(10.55‌)
11.91‌
5.77‌
6.10‌
6.76‌
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
–‌
(3.64‌)
(1.03‌)
(2.61‌)
(2.48‌)
(2.85‌)
Total
Distributions
to
Shareholders
–‌
(3.64‌)
(1.03‌)
(2.61‌)
(2.48‌)
(2.85‌)
REDEMPTION
FEES(a)
–‌
0.00‌(c)
0.00‌(c)
–‌
–‌
–‌
NET
ASSET
VALUE,
End
of
Period
$
35.50‌
$
35.60‌
$
49.79‌
$
38.91‌
$
35.75‌
$
32.13‌
TOTAL
RETURN
(0.28‌)%(d)
(23.05‌)%
30.96‌%
16.82‌%
21.14‌%
24.97‌%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
236,814‌
$
278,936‌
$
430,924‌
$
343,711‌
$
212,004‌
$
173,572‌
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.19‌)%(e)
(0.58‌)%
(0.57‌)%
(0.30‌)%
(0.51‌)%
(0.50‌)%
Net
expenses
0.99‌%(e)
0.99‌%
0.99‌%
1.00‌%
1.07‌%
1.09‌%
Gross
expenses
(f)
1.12‌%(e)
1.10‌%
1.11‌%
1.15‌%
1.20‌%
1.22‌%
PORTFOLIO
TURNOVER
RATE
4‌%(d)
18‌%
14‌%
23‌%
23‌%
16‌%
footertext
(a)
Calculated
based
on
average
shares
outstanding
during
each
period.
(b)
Per
share
amount
does
not
accord
with
the
amount
reported
in
the
Statement
of
Operations
due
to
the
timing
of
Fund
share
sales
and
the
amount
per
share
of
realized
and
unrealized
gains
and
losses
at
such
time.
(c)
Less
than
$0.01
per
share.
(d)
Not
annualized.
(e)
Annualized.
(f)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
8
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
PERFORMANCE
CHART
AND
ANALYSIS
DECEMBER
31,
2022
The
following
chart
reflects
the
change
in
the
value
of
a
hypothetical
$10,000
investment,
including
reinvested
dividends
and
distributions,
in
the
DF
Dent
Midcap
Growth
Fund
(the
“Fund”)
compared
with
the
performance
of
the
benchmark,
the
Russell
Midcap
Growth
Index
(“Russell
Midcap
Growth”),
since
inception.
The
Russell
Midcap
Growth
measures
the
performance
of
the
mid-cap
growth
segment
of
the
U.S.
equity
universe.
It
includes
those
Russell
Midcap
Index
companies
with
higher
price-to-book
ratios
and
higher
forecasted
growth
values.
The
total
return
of
the
index
includes
the
reinvestment
of
dividends
and
income.
The
total
return
of
the
Fund
includes
operating
expenses
that
reduce
returns,
while
the
total
return
of
the
index
does
not
include
expenses.
The
Fund
is
professionally
managed,
while
the
index
is
unmanaged
and
is
not
available
for
investment.
Comparison
of
Change
in
Value
of
a
$10,000
Investment
DF
Dent
Midcap
Growth
Fund
Investor
Shares
vs.
Russell
Midcap
Growth
Index
Performance
data
quoted
represents
past
performance
and
is
no
guarantee
of
future
results.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Investment
return
and
principal
value
will
fluctuate
so
that
shares,
when
redeemed,
may
be
worth
more
or
less
than
original
cost.
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
extraordinary
expenses)
to
0.98%,
0.85%,
and
0.79%
of
Investor
Shares,
Institutional
Shares
and
Institutional
Plus
Shares,
respectively,
through
Average
Annual
Total
Returns
Periods
Ended
December
31,
2022
One
Year
Five
Year
Ten
Year
DF
Dent
Midcap
Growth
Fund
-
Investor
Shares
-30.52%
7.32%
11.07%
DF
Dent
Midcap
Growth
Fund
-
Institutional
Shares
(1)
-30.51%
7.40%
11.11%
DF
Dent
Midcap
Growth
Fund
-
Institutional
Plus
Shares
(1)
-30.46%
7.42%
11.12%
Russell
Midcap
Growth
Index
-26.72%
7.64%
11.41%
(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.
9
DF
DENT
GROWTH
FUNDS
DF
DENT
MIDCAP
GROWTH
FUND
PERFORMANCE
CHART
AND
ANALYSIS
DECEMBER
31,
2022
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
period,
certain
fees
were
waived
and/or
expenses
reimbursed;
otherwise,
returns
would
have
been
lower.
The
performance
table
and
graph
do
not
reflect
the
deduction
of
taxes
that
a
shareholder
would
pay
on
Fund
distributions
or
the
redemption
of
Fund
shares.
Returns
greater
than
one
year
are
annualized.
10
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
DECEMBER
31,
2022
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
December
31,
2022. 
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
-
2.1%
17,438‌
Cable
One,
Inc.
$
12,413,415‌
Consumer
Discretionary
-
5.9%
243,607‌
CarMax,
Inc. 
(a)
14,833,230‌
158,732‌
Chewy,
Inc. 
(a)
5,885,782‌
139,936‌
Floor
&
Decor
Holdings,
Inc.,
Class A 
(a)
9,743,744‌
128,640‌
Wayfair,
Inc.,
Class A 
(a)
4,230,970‌
34,693,726‌
Consumer
Staples
-
1.4%
510,917‌
Utz
Brands,
Inc.
8,103,144‌
Financials
-
7.3%
215,583‌
Goosehead
Insurance,
Inc.,
Class A 
(a)
7,403,120‌
13,889‌
Markel
Corp. 
(a)
18,298,619‌
61,141‌
Moody's
Corp.
17,035,105‌
42,736,844‌
Health
Care
-
20.9%
266,539‌
Azenta,
Inc. 
(a)
15,517,901‌
227,403‌
Bio-Techne
Corp.
18,847,161‌
120,368‌
Edwards
Lifesciences
Corp. 
(a)
8,980,656‌
101,109‌
Illumina,
Inc. 
(a)
20,444,240‌
75,863‌
Intuitive
Surgical,
Inc. 
(a)
20,130,247‌
72,869‌
Teleflex,
Inc.
18,190,288‌
126,109‌
Veeva
Systems,
Inc.,
Class A 
(a)
20,351,470‌
122,461,963‌
Industrials
-
27.2%
217,064‌
CoStar
Group,
Inc. 
(a)
16,774,706‌
379,098‌
Fastenal
Co.
17,938,917‌
201,972‌
HEICO
Corp.,
Class A
24,206,344‌
62,499‌
Old
Dominion
Freight
Line,
Inc.
17,735,966‌
82,962‌
SiteOne
Landscape
Supply,
Inc. 
(a)
9,733,102‌
39,135‌
TransDigm
Group,
Inc.
24,641,353‌
59,505‌
Verisk
Analytics,
Inc.
10,497,872‌
165,367‌
Waste
Connections,
Inc.
21,921,050‌
342,000‌
WillScot
Mobile
Mini
Holdings
Corp. 
(a)
15,448,140‌
158,897,450‌
Information
Technology
-
20.7%
92,344‌
ANSYS,
Inc. 
(a)
22,309,387‌
19,522‌
Appfolio,
Inc. 
(a)
2,057,228‌
49,783‌
Atlassian
Corp.,
Class
(a)
6,406,076‌
161,324‌
BlackLine,
Inc. 
(a)
10,852,265‌
73,239‌
Crowdstrike
Holdings,
Inc.,
Class A 
(a)
7,711,334‌
147,868‌
Endava
PLC,
ADR 
(a)
11,311,902‌
247,496‌
Guidewire
Software,
Inc. 
(a)
15,483,350‌
Shares
Security
Description
Value
Information
Technology
-
20.7%
(continued)
202,157‌
PROS
Holdings,
Inc. 
(a)
$
4,904,329‌
131,448‌
Sprout
Social,
Inc.,
Class A 
(a)
7,421,554‌
23,055‌
Tyler
Technologies,
Inc. 
(a)
7,433,163‌
203,885‌
WNS
Holdings,
Ltd.,
ADR 
(a)
16,308,761‌
108,547‌
Workiva,
Inc. 
(a)
9,114,692‌
121,314,041‌
Materials
-
7.2%
164,935‌
Ecolab,
Inc.
24,007,939‌
104,690‌
Vulcan
Materials
Co.
18,332,266‌
42,340,205‌
Real
Estate
-
6.7%
352,679‌
CBRE
Group,
Inc.,
Class A 
(a)
27,142,176‌
41,728‌
SBA
Communications
Corp.
REIT
11,696,776‌
38,838,952‌
Total
Common
Stock
(Cost
$581,017,187)
581,799,740‌
Money
Market
Fund
-
0.9%
5,534,854‌
First
American
Treasury
Obligations
Fund,
Class X,
4.20% 
(b)
(Cost
$5,534,854)
5,534,854‌
Investments,
at
value
-
100.3%
(Cost
$586,552,041)
$
587,334,594‌
Other
Assets
&
Liabilities,
Net
-
(0.3)%
(1,793,060‌)
Net
Assets
-
100.0%
$
585,541,534‌
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
December
31,
2022.
11
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
DECEMBER
31,
2022
The
Level
1
value
displayed
in
this
table
is
Common
Stock
and
Level
2
is
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
$
581,799,740‌
Level
2
-
Other
Significant
Observable
Inputs
5,534,854‌
Level
3
-
Significant
Unobservable
Inputs
–‌
Total
$
587,334,594‌
PORTFOLIO
HOLDINGS
%
of
Total
Net
Assets
Communication
Services
2.1‌%
Consumer
Discretionary
5.9‌%
Consumer
Staples
1.4‌%
Financials
7.3‌%
Health
Care
20.9‌%
Industrials
27.2‌%
Information
Technology
20.7‌%
Materials
7.2‌%
Real
Estate
6.7‌%
Money
Market
Fund
0.9‌%
Other
Assets
&
Liabilities,
Net
(0.3‌)%
100.0%
12
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
STATEMENT
OF
ASSETS
AND
LIABILITIES
DECEMBER
31,
2022
ASSETS
Investments,
at
value
(Cost
$586,552,041)
$
587,334,594‌
Receivables:
Fund
shares
sold
482,885‌
Investment
securities
sold
1,800,808‌
Dividends
154,508‌
Prepaid
expenses
29,494‌
Total
Assets
589,802,289‌
LIABILITIES
Payables:
Fund
shares
redeemed
3,100,477‌
Accrued
Liabilities:
Investment
adviser
fees
1,095,121‌
Fund
services
fees
23,862‌
Other
expenses
41,295‌
Total
Liabilities
4,260,755‌
NET
ASSETS
$
585,541,534‌
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
641,044,010‌
Accumulated
loss
(55,502,476‌)
NET
ASSETS
$
585,541,534‌
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
Investor
Shares
5,934,390‌
Institutional
Shares
8,080,570‌
Institutional
Plus
Shares
7,660,346‌
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE
Investor
Shares
(based
on
net
assets
of
$159,796,100)
$
26.93‌
Institutional
Shares
(based
on
net
assets
of
$218,482,653)
$
27.04‌
Institutional
Plus
Shares
(based
on
net
assets
of
$207,262,781)
$
27.06‌
13
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
STATEMENT
OF
OPERATIONS
SIX
MONTHS
ENDED
DECEMBER
31,
2022
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$12,545)
$
1,929,998‌
Total
Investment
Income
1,929,998‌
EXPENSES
Investment
adviser
fees
2,367,853‌
Fund
services
fees
205,286‌
Transfer
agent
fees:
Investor
Shares
8,693‌
Institutional
Shares
3,906‌
Institutional
Plus
Shares
1,791‌
Custodian
fees
32,070‌
Registration
fees:
Investor
Shares
10,269‌
Institutional
Shares
11,879‌
Institutional
Plus
Shares
9,495‌
Professional
fees
38,289‌
Trustees'
fees
and
expenses
9,169‌
Other
expenses
66,523‌
Total
Expenses
2,765,223‌
Fees
waived
(139,900‌)
Net
Expenses
2,625,323‌
NET
INVESTMENT
LOSS
(695,325‌)
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
loss
on
investments
(20,905,100‌)
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
21,617,610‌
NET
REALIZED
AND
UNREALIZED
GAIN
712,510‌
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
17,185‌
14
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
MIDCAP
GROWTH
FUND
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
For
the
Six
Months
Ended
December
31,
2022
For
the
Year
Ended
June
30,
2022
OPERATIONS
Net
investment
loss
$
(695,325‌)
$
(4,260,785‌)
Net
realized
loss
(20,905,100‌)
(11,874,285‌)
Net
change
in
unrealized
appreciation
(depreciation)
21,617,610‌
(224,769,249‌)
Increase
(Decrease)
in
Net
Assets
Resulting
from
Operations
17,185‌
(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
4,383,766‌
36,926,288‌
Institutional
Shares
11,830,280‌
244,230,235‌
Institutional
Plus
Shares
26,664,419‌
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
(29,355,807‌)
(84,885,729‌)
Institutional
Shares
(24,656,160‌)
(311,740,340‌)
Institutional
Plus
Shares
(29,222,722‌)
(40,190,604‌)
Redemption
fees:
Investor
Shares
–‌
79‌
Increase
(Decrease)
in
Net
Assets
from
Capital
Share
Transactions
(40,356,224‌)
178,125,174‌
Decrease
in
Net
Assets
(40,339,039‌)
(87,949,882‌)
NET
ASSETS
Beginning
of
Period
625,880,573‌
713,830,455‌
End
of
Period
$
585,541,534‌
$
625,880,573‌
SHARE
TRANSACTIONS
Sale
of
shares:
Investor
Shares
156,519‌
1,010,055‌
Institutional
Shares
427,090‌
6,370,790‌
Institutional
Plus
Shares
973,635‌
8,911,558‌
Reinvestment
of
distributions:
Investor
Shares
–‌
225,766‌
Institutional
Shares
–‌
347,518‌
Institutional
Plus
Shares
–‌
87,184‌
Redemption
of
shares:
Investor
Shares
(1,068,890‌)
(2,475,871‌)
Institutional
Shares
(879,308‌)
(8,841,482‌)
Institutional
Plus
Shares
(1,064,012‌)
(1,248,019‌)
Increase
(Decrease)
in
Shares
(1,454,966‌)
4,387,499‌
15
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
Six
Months
Ended
December
31,
2022
For
the
Years
Ended
June
30,
2022
2021
2020
2019
2018
INVESTOR
SHARES
NET
ASSET
VALUE,
Beginning
of
Period
$
26.98‌
$
38.01‌
$
29.48‌
$
25.83‌
$
22.21‌
$
18.08‌
INVESTMENT
OPERATIONS
Net
investment
loss
(a)
(0.03‌)
(0.20‌)
(0.18‌)
(0.08‌)
(0.11‌)
(0.11‌)
Net
realized
and
unrealized
gain
(loss)
(0.02‌)(b)
(9.75‌)
8.81‌
3.93‌
4.41‌
4.30‌
Total
from
Investment
Operations
(0.05‌)
(9.95‌)
8.63‌
3.85‌
4.30‌
4.19‌
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
–‌
(1.08‌)
(0.11‌)
(0.24‌)
(0.69‌)
(0.06‌)
Total
Distributions
to
Shareholders
–‌
(1.08‌)
(0.11‌)
(0.24‌)
(0.69‌)
(0.06‌)
REDEMPTION
FEES(a)
–‌
0.00‌(c)
0.01‌
0.04‌
0.01‌
0.00‌(c)
NET
ASSET
VALUE,
End
of
Period
$
26.93‌
$
26.98‌
$
38.01‌
$
29.48‌
$
25.83‌
$
22.21‌
TOTAL
RETURN
(0.19‌)%(d)
(26.97‌)%
29.33‌%
15.14‌%
20.27‌%
23.21‌%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
159,796‌
$
184,717‌
$
307,341‌
$
243,855‌
$
58,367‌
$
19,993‌
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.25‌)%(e)
(0.55‌)%
(0.54‌)%
(0.28‌)%
(0.46‌)%
(0.52‌)%
Net
expenses
0.86‌%(e)
0.85‌%
0.89‌%
0.98‌%(f)
0.98‌%
1.01‌%
Gross
expenses
(g)
0.88‌%(e)
0.86‌%
0.91‌%
1.01‌%
1.13‌%
1.40‌%
PORTFOLIO
TURNOVER
RATE
13‌%(d)
35‌%
30‌%
31‌%
29‌%
32‌%
footertext
(a)
Calculated
based
on
average
shares
outstanding
during
each
period.
(b)
Per
share
amount
does
not
accord
with
the
amount
reported
in
the
Statement
of
Operations
due
to
the
timing
of
Fund
share
sales
and
the
amount
per
share
of
realized
and
unrealized
gains
and
losses
at
such
time.
(c)
Less
than
$0.01
per
share.
(d)
Not
annualized.
(e)
Annualized.
(f)
Ratio
includes
waivers
and
previously
waived
investment
advisory
fees
recovered.  The
impact
of
the
recovered
fees
may
cause
a
higher
net
expense
ratio.
(g)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
16
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
Six
Months
Ended
December
31,
2022
For
the
Years
Ended
June
30,
November
29,
2017
(a)
Through
June
30,
2018
2022
2021
2020
2019
INSTITUTIONAL
SHARES
NET
ASSET
VALUE,
Beginning
of
Period
$
27.09‌
$
38.15‌
$
29.57‌
$
25.88‌
$
22.22‌
$
20.56‌
INVESTMENT
OPERATIONS
Net
investment
loss
(b)
(0.03‌)
(0.19‌)
(0.17‌)
(0.04‌)
(0.08‌)
(0.05‌)
Net
realized
and
unrealized
gain
(loss)
(0.02‌)(c)
(9.79‌)
8.86‌
3.97‌
4.43‌
1.77‌
Total
from
Investment
Operations
(0.05‌)
(9.98‌)
8.69‌
3.93‌
4.35‌
1.72‌
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
–‌
(1.08‌)
(0.11‌)
(0.24‌)
(0.69‌)
(0.06‌)
Total
Distributions
to
Shareholders
–‌
(1.08‌)
(0.11‌)
(0.24‌)
(0.69‌)
(0.06‌)
REDEMPTION
FEES(b)
–‌
–‌
0.00‌(d)
0.00‌(d)
0.00‌(d)
0.00‌(d)
NET
ASSET
VALUE,
End
of
Period
$
27.04‌
$
27.09‌
$
38.15‌
$
29.57‌
$
25.88‌
$
22.22‌
TOTAL
RETURN
(0.18‌)%(e)
(26.95‌)%
29.41‌%
15.26‌%
20.45‌%
8.40‌%(e)
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
218,483‌
$
231,134‌
$
406,489‌
$
122,454‌
$
43,090‌
$
27,141‌
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.24‌)%(f)
(0.53‌)%
(0.50‌)%
(0.15‌)%
(0.33‌)%
(0.36‌)%(f)
Net
expenses
0.85‌%(f)
0.83‌%
0.85‌%
0.85‌%
0.85‌%
0.85‌%(f)
Gross
expenses
(g)
0.88‌%(f)
0.85‌%
0.86‌%
0.94‌%
1.11‌%
1.27‌%(f)
PORTFOLIO
TURNOVER
RATE
13‌%(e)
35‌%
30‌%
31‌%
29‌%
32‌%(e)
footertext
(a)
Commencement
of
operations.
(b)
Calculated
based
on
average
shares
outstanding
during
each
period.
(c)
Per
share
amount
does
not
accord
with
the
amount
reported
in
the
Statement
of
Operations
due
to
the
timing
of
Fund
share
sales
and
the
amount
per
share
of
realized
and
unrealized
gains
and
losses
at
such
time.
(d)
Less
than
$0.01
per
share.
(e)
Not
annualized.
(f)
Annualized.
(g)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
17
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
Six
Months
Ended
December
31,
2022
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)
(0.02‌)
(0.08‌)
Net
realized
and
unrealized
loss
(0.02‌)
(10.21‌)
Total
from
Investment
Operations
(0.04‌)
–‌
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
realized
gain
–‌
(1.08‌)
Total
Distributions
to
Shareholders
–‌
(1.08‌)
NET
ASSET
VALUE,
End
of
Period
$
27.06‌
$
27.10‌
TOTAL
RETURN
(0.15‌)%(c)
(27.53‌)%(c)
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
207,263‌
$
210,030‌
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.18‌)%(d)
(0.44‌)%(d)
Net
expenses
0.79‌%(d)
0.79‌%(d)
Gross
expenses
(e)
0.87‌%(d)
0.90‌%(d)
PORTFOLIO
TURNOVER
RATE
13‌%(c)
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.
18
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
PERFORMANCE
CHART
AND
ANALYSIS
DECEMBER
31,
2022
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
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
Average
Annual
Total
Returns
Periods
Ended
December
31,
2022
One
Year
Five
Year
Since
Inception
(11/01/13)
(1)
DF
Dent
Small
Cap
Growth
Fund
-
Investor
Shares
-30.31%
7.63%
8.47%
DF
Dent
Small
Cap
Growth
Fund
-
Institutional
Shares
(2)
-30.26%
7.73%
8.52%
Russell
2000
Growth
Index
-26.36%
3.51%
6.61%
(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.
19
DF
DENT
GROWTH
FUNDS
DF
DENT
SMALL
CAP
GROWTH
FUND
PERFORMANCE
CHART
AND
ANALYSIS
DECEMBER
31,
2022
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
period,
certain
fees
were
waived
and/or
expenses
reimbursed;
otherwise,
returns
would
have
been
lower.
The
performance
table
and
graph
do
not
reflect
the
deduction
of
taxes
that
a
shareholder
would
pay
on
Fund
distributions
or
the
redemption
of
Fund
shares.
Returns
greater
than
one
year
are
annualized.
20
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
DECEMBER
31,
2022
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
December
31,
2022. 
The
inputs
or
methodology
used
for
valuing
securities
are
not
necessarily
an
indication
of
the
risks
associated
with
investing
in
those
securities.
For
more
information
on
valuation
inputs,
and
their
aggregation
into
the
levels
used
in
the
table
below,
please
refer
to
the
Security
Valuation
section
in
Note
2
of
the
accompanying
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Common
Stock
-
98.0%
Communication
Services
-
1.7%
1,898‌
Cable
One,
Inc.
$
1,351,110‌
Consumer
Discretionary
-
7.7%
15,900‌
Bright
Horizons
Family
Solutions,
Inc. 
(a)
1,003,290‌
27,993‌
CarMax,
Inc. 
(a)
1,704,494‌
32,913‌
Chewy,
Inc. 
(a)
1,220,414‌
24,676‌
Floor
&
Decor
Holdings,
Inc.,
Class A 
(a)
1,718,190‌
15,855‌
Wayfair,
Inc.,
Class A 
(a)
521,471‌
6,167,859‌
Consumer
Staples
-
4.6%
131,600‌
Utz
Brands,
Inc.
2,087,176‌
9,806‌
WD-40
Co.
1,580,825‌
3,668,001‌
Financials
-
9.0%
43,273‌
Goosehead
Insurance,
Inc.,
Class A 
(a)
1,485,995‌
38,313‌
Hamilton
Lane,
Inc.,
Class A
2,447,434‌
6,549‌
Kinsale
Capital
Group,
Inc.
1,712,695‌
32,414‌
Trupanion,
Inc. 
(a)
1,540,637‌
7,186,761‌
Health
Care
-
22.0%
110,979‌
Abcam
PLC,
ADR 
(a)
1,726,833‌
3,172‌
Atrion
Corp.
1,774,575‌
18,922‌
Azenta,
Inc. 
(a)
1,101,639‌
23,178‌
Bio-Techne
Corp.
1,920,993‌
24,556‌
CryoPort,
Inc. 
(a)
426,047‌
32,384‌
HealthEquity,
Inc. 
(a)
1,996,150‌
28,922‌
LeMaitre
Vascular,
Inc.
1,330,990‌
11,674‌
Medpace
Holdings,
Inc. 
(a)
2,479,674‌
7,198‌
Mesa
Laboratories,
Inc.
1,196,380‌
25,860‌
OrthoPediatrics
Corp. 
(a)
1,027,418‌
20,316‌
Progyny,
Inc. 
(a)
632,843‌
11,179‌
Repligen
Corp. 
(a)
1,892,716‌
17,506,258‌
Industrials
-
22.7%
83,415‌
Douglas
Dynamics,
Inc.
3,016,286‌
24,127‌
Exponent,
Inc.
2,390,744‌
28,757‌
HEICO
Corp.,
Class A
3,446,526‌
20,890‌
John
Bean
Technologies
Corp.
1,907,884‌
6,863‌
Kadant,
Inc.
1,219,075‌
8,312‌
Simpson
Manufacturing
Co.,
Inc.
736,942‌
18,637‌
SiteOne
Landscape
Supply,
Inc. 
(a)
2,186,493‌
20,475‌
Trex
Co.,
Inc. 
(a)
866,707‌
51,186‌
WillScot
Mobile
Mini
Holdings
Corp. 
(a)
2,312,072‌
18,082,729‌
Shares
Security
Description
Value
Information
Technology
-
29.3%
25,186‌
Alarm.com
Holdings,
Inc. 
(a)
$
1,246,203‌
11,424‌
Appfolio,
Inc. 
(a)
1,203,861‌
25,865‌
BlackLine,
Inc. 
(a)
1,739,939‌
25,715‌
Endava
PLC,
ADR 
(a)
1,967,198‌
13,232‌
Envestnet,
Inc. 
(a)
816,414‌
40,451‌
EVERTEC,
Inc.
1,309,803‌
28,363‌
Guidewire
Software,
Inc. 
(a)
1,774,389‌
13,997‌
Manhattan
Associates,
Inc. 
(a)
1,699,236‌
18,093‌
Novanta,
Inc. 
(a)
2,458,296‌
22,683‌
Procore
Technologies,
Inc. 
(a)
1,070,184‌
46,515‌
PROS
Holdings,
Inc. 
(a)
1,128,454‌
24,536‌
Sprout
Social,
Inc.,
Class A 
(a)
1,385,303‌
19,536‌
The
Descartes
Systems
Group,
Inc. 
(a)
1,360,682‌
26,654‌
WNS
Holdings,
Ltd.,
ADR 
(a)
2,132,054‌
23,997‌
Workiva,
Inc. 
(a)
2,015,028‌
23,307,044‌
Materials
-
1.0%
85,463‌
Perimeter
Solutions
SA 
(a)
781,132‌
Total
Common
Stock
(Cost
$79,494,663)
78,050,894‌
Money
Market
Fund
-
1.4%
1,138,855‌
First
American
Treasury
Obligations
Fund,
Class X,
4.20% 
(b)
(Cost
$1,138,855)
1,138,855‌
Investments,
at
value
-
99.4%
(Cost
$80,633,518)
$
79,189,749‌
Other
Assets
&
Liabilities,
Net
-
0.6%
505,872‌
Net
Assets
-
100.0%
$
79,695,621‌
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
December
31,
2022.
21
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
SCHEDULE
OF
INVESTMENTS
DECEMBER
31,
2022
The
Level
1
value
displayed
in
this
table
is
Common
Stock
and
the
Level
2
value
is
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
$
78,050,894‌
Level
2
-
Other
Significant
Observable
Inputs
1,138,855‌
Level
3
-
Significant
Unobservable
Inputs
–‌
Total
$
79,189,749‌
PORTFOLIO
HOLDINGS
%
of
Total
Net
Assets
Communication
Services
1.7‌%
Consumer
Discretionary
7.7‌%
Consumer
Staples
4.6‌%
Financials
9.0‌%
Health
Care
22.0‌%
Industrials
22.7‌%
Information
Technology
29.3‌%
Materials
1.0‌%
Money
Market
Fund
1.4‌%
Other
Assets
&
Liabilities,
Net
0.6‌%
100.0%
22
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
STATEMENT
OF
ASSETS
AND
LIABILITIES
DECEMBER
31,
2022
ASSETS
Investments,
at
value
(Cost
$80,633,518)
$
79,189,749‌
Receivables:
Fund
shares
sold
57,221‌
Investment
securities
sold
792,179‌
Dividends
31,651‌
Prepaid
expenses
21,119‌
Total
Assets
80,091,919‌
LIABILITIES
Payables:
Investment
securities
purchased
227,940‌
Fund
shares
redeemed
317‌
Accrued
Liabilities:
Investment
adviser
fees
144,168‌
Trustees’
fees
and
expenses
73‌
Fund
services
fees
8,272‌
Other
expenses
15,528‌
Total
Liabilities
396,298‌
NET
ASSETS
$
79,695,621‌
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
90,053,042‌
Accumulated
loss
(10,357,421‌)
NET
ASSETS
$
79,695,621‌
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
Investor
Shares
902,359‌
Institutional
Shares
3,473,763‌
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE
Investor
Shares
(based
on
net
assets
of
$16,368,375)
$
18.14‌
Institutional
Shares
(based
on
net
assets
of
$63,327,246)
$
18.23‌
23
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
STATEMENT
OF
OPERATIONS
SIX
MONTHS
ENDED
DECEMBER
31,
2022
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$2,211)
$
202,183‌
Total
Investment
Income
202,183‌
EXPENSES
Investment
adviser
fees
356,680‌
Fund
services
fees
39,241‌
Transfer
agent
fees:
Investor
Shares
11,784‌
Institutional
Shares
9,616‌
Custodian
fees
4,607‌
Registration
fees:
Investor
Shares
8,705‌
Institutional
Shares
9,543‌
Professional
fees
16,696‌
Trustees'
fees
and
expenses
3,359‌
Other
expenses
26,938‌
Total
Expenses
487,169‌
Fees
waived
and
expenses
waived
(80,493‌)
Net
Expenses
406,676‌
NET
INVESTMENT
LOSS
(204,493‌)
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
loss
on
investments
(2,508,081‌)
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
2,461,704‌
NET
REALIZED
AND
UNREALIZED
LOSS
(46,377‌)
DECREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
(250,870‌)
24
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
For
the
Six
Months
Ended
December
31,
2022
For
the
Year
Ended
June
30,
2022
OPERATIONS
Net
investment
loss
$
(204,493‌)
$
(558,800‌)
Net
realized
loss
(2,508,081‌)
(5,102,754‌)
Net
change
in
unrealized
appreciation
(depreciation)
2,461,704‌
(22,254,796‌)
Decrease
in
Net
Assets
Resulting
from
Operations
(250,870‌)
(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
1,859,446‌
4,617,488‌
Institutional
Shares
10,999,904‌
52,851,758‌
Reinvestment
of
distributions:
Investor
Shares
–‌
643,382‌
Institutional
Shares
–‌
1,681,845‌
Redemption
of
shares:
Investor
Shares
(3,620,999‌)
(9,406,759‌)
Institutional
Shares
(8,244,132‌)
(22,968,443‌)
Redemption
fees:
Investor
Shares
–‌
6,744‌
Increase
in
Net
Assets
from
Capital
Share
Transactions
994,219‌
27,426,015‌
Increase
(Decrease)
in
Net
Assets
743,349‌
(3,110,986‌)
NET
ASSETS
Beginning
of
Period
78,952,272‌
82,063,258‌
End
of
Period
$
79,695,621‌
$
78,952,272‌
SHARE
TRANSACTIONS
Sale
of
shares:
Investor
Shares
99,388‌
200,159‌
Institutional
Shares
582,872‌
2,218,989‌
Reinvestment
of
distributions:
Investor
Shares
–‌
25,818‌
Institutional
Shares
–‌
67,220‌
Redemption
of
shares:
Investor
Shares
(192,293‌)
(412,287‌)
Institutional
Shares
(438,981‌)
(1,057,613‌)
Increase
in
Shares
50,986‌
1,042,286‌
25
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
FINANCIAL
HIGHLIGHTS
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
period
.
For
the
Six
Months
Ended
December
31,
2022
For
the
Years
Ended
June
30,
2022
2021
2020
2019
2018
INVESTOR
SHARES
NET
ASSET
VALUE,
Beginning
of
Period
$
18.19‌
$
24.94‌
$
18.38‌
$
17.10‌
$
15.97‌
$
13.29‌
INVESTMENT
OPERATIONS
Net
investment
loss
(a)
(0.05‌)
(0.15‌)
(0.13‌)
(0.09‌)
(0.07‌)
(0.06‌)
Net
realized
and
unrealized
gain
(loss)
0.00‌(b)
(6.01‌)
7.16‌
1.63‌
2.19‌
2.74‌
Total
from
Investment
Operations
(0.05‌)
(6.16‌)
7.03‌
1.54‌
2.12‌
2.68‌
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
Period
$
18.14‌
$
18.19‌
$
24.94‌
$
18.38‌
$
17.10‌
$
15.97‌
TOTAL
RETURN
(0.28‌)%(c)
(25.32‌)%
38.60‌%
9.08‌%
15.01‌%
20.17‌%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
16,368‌
$
18,105‌
$
29,472‌
$
8,394‌
$
6,757‌
$
5,734‌
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.57‌)%(d)
(0.64‌)%
(0.58‌)%
(0.50‌)%
(0.43‌)%
(0.43‌)%
Net
expenses
1.05‌%(d)
1.05‌%
1.05‌%
1.05‌%
1.05‌%
1.10‌%
Gross
expenses
(e)
1.31‌%(d)
1.23‌%
1.30‌%
1.66‌%
2.30‌%
3.12‌%
PORTFOLIO
TURNOVER
RATE
26‌%(c)
46‌%
34‌%
38‌%
44‌%
40‌%
footertext
(a)
Calculated
based
on
average
shares
outstanding
during
each
period.
(b)
Less
than
$0.01
per
share.
(c)
Not
annualized.
(d)
Annualized.
(e)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
26
DF
DENT
GROWTH
FUNDS
See
Notes
to
Financial
Statements.
DF
DENT
SMALL
CAP
GROWTH
FUND
FINANCIAL
HIGHLIGHTS
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
period
.
For
the
Six
Months
Ended
December
31,
2022
For
the
Years
Ended
June
30,
November
20,
2017
(a)
Through
June
30,
2018
2022
2021
2020
2019
INSTITUTIONAL
SHARES
NET
ASSET
VALUE,
Beginning
of
Period
$
18.27‌
$
25.03‌
$
18.42‌
$
17.13‌
$
15.97‌
$
14.04‌
INVESTMENT
OPERATIONS
Net
investment
loss
(b)
(0.04‌)
(0.12‌)
(0.11‌)
(0.07‌)
(0.05‌)
(0.02‌)
Net
realized
and
unrealized
gain
(loss)
0.00‌(c)
(6.04‌)
7.20‌
1.62‌
2.20‌
1.95‌
Total
from
Investment
Operations
(0.04‌)
(6.16‌)
7.09‌
1.55‌
2.15‌
1.93‌
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(b)
–‌
–‌
0.00‌(c)
0.00‌(c)
–‌
–‌
NET
ASSET
VALUE,
End
of
Period
$
18.23‌
$
18.27‌
$
25.03‌
$
18.42‌
$
17.13‌
$
15.97‌
TOTAL
RETURN
(0.22‌)%(d)
(25.27‌)%
38.79‌%
9.12‌%
15.20‌%
13.75‌%(d)
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
63,327‌
$
60,847‌
$
52,591‌
$
14,626‌
$
12,332‌
$
5,350‌
Ratios
to
Average
Net
Assets:
Net
investment
loss
(0.46‌)%(e)
(0.52‌)%
(0.49‌)%
(0.40‌)%
(0.32‌)%
(0.24‌)%(e)
Net
expenses
0.95‌%(e)
0.95‌%
0.95‌%
0.95‌%
0.95‌%
0.95‌%(e)
Gross
expenses
(f)
1.12‌%(e)
1.09‌%
1.18‌%
1.72‌%
2.18‌%
2.91‌%(e)
PORTFOLIO
TURNOVER
RATE
26‌%(d)
46‌%
34‌%
38‌%
44‌%
40‌%(d)
footertext
(a)
Commencement
of
operations.
(b)
Calculated
based
on
average
shares
outstanding
during
each
period.
(c)
Less
than
$0.01
per
share.
(d)
Not
annualized.
(e)
Annualized.
(f)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
27
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
DECEMBER
31,
2022
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
period.
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.
28
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
DECEMBER
31,
2022
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
December
31,
2022,
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.
29
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
DECEMBER
31,
2022
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
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
December
31,
2022,
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.
Distribution
Foreside
Fund
Services,
LLC
(the
“Distributor”),
a
wholly
owned
subsidiary
of
Foreside
Financial
Group,
LLC
(doing
business
as
ACA
Group),
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
30
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
DECEMBER
31,
2022
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
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
period
ended
December
31,
2022
,
fees
waived
and
expenses
reimbursed
were
as
follows:
Investment
Adviser
Fees
Waived
Investment
Adviser
Fees
Expenses
Reimbursed
Other
Waivers
Total
Fees
Waived
and
Expenses
Reimbursed
DF
Dent
Premier
Growth
Fund
$
159,890
$
-
$
21,460
$
181,350
DF
Dent
Midcap
Growth
Fund
81,046
-
58,854
139,900
DF
Dent
Small
Cap
Growth
Fund
-
67,817
12,676
80,493
31
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
DECEMBER
31,
2022
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
December
31,
2022
,
$1,122,143,
$206,102
and
$353,649
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
period
ended
December
31,
2022
,
were
as
follows:
Note
6.
Federal
Income
Tax
As
of
December
31,
2022
,
cost
for
federal
income
tax
purposes
is
substantially
the
same
as
for
financial
statement
purposes
and
net
unrealized
appreciation
(depreciation)
consists
of:
As
of
June
30,
2022
,
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
prior
year
late-year
ordinary
loss
was
$
925,242,
$1,830,077
and
$222,034
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,
2022
through
June
30,
2022
).
The
prior
year
post-October
capital
loss
was
$6,774,664,
$18,455,809,
and
$2,756,169
for
the
DF
Dent
Premier
Growth
Fund,
DF
Dent
Midcap
Growth
Fund,
and
DF
Dent
Small
Cap
Growth
Fund,
respectively,
(realized
during
the
period
November
1,
2021
through
Purchases
Sales
DF
Dent
Premier
Growth
Fund
$
11,675,768
$
54,473,430
DF
Dent
Midcap
Growth
Fund
80,543,080
120,215,540
DF
Dent
Small
Cap
Growth
Fund
20,712,192
20,616,710
Gross
Unrealized
Appreciation
Gross
Unrealized
Depreciation
Net
Unrealized
Appreciation
(Depreciation)
DF
Dent
Premier
Growth
Fund
$
116,328,634
$
(6,361,769)
$
109,966,865
DF
Dent
Midcap
Growth
Fund
89,670,827
(88,888,274)
782,553
DF
Dent
Small
Cap
Growth
Fund
8,244,574
(9,688,343)
(1,443,769)
Capital
and
Other
Losses
Unrealized
Appreciation
(Depreciation)
Total
DF
Dent
Premier
Growth
Fund
$
(7,699,906)
$
128,329,816
$
120,629,910
DF
Dent
Midcap
Growth
Fund
(20,285,886)
(35,233,775)
(55,519,661)
DF
Dent
Small
Cap
Growth
Fund
(2,978,203)
(7,128,348)
(10,106,551)
32
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
NOTES
TO
FINANCIAL
STATEMENTS
DECEMBER
31,
2022
June
30,
2022
).
These
losses
were
recognized
for
tax
purposes
on
the
first
business
day
of
each
Fund’s
current
fiscal
year,
July
1,
2022
.
Note
7.
Subsequent
Events
Subsequent
events
occurring
after
the
date
of
this
report
through
the
date
these
financial
statements
were
issued
have
been
evaluated
for
potential
impact,
and
each
Fund
has
had
no
such
events.
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.
33
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
DECEMBER
31,
2022
Liquidity
Risk
Management
Program
The
Funds
have
adopted
and
implemented
a
written
liquidity
risk
management
program,
as
required
by
Rule
22e-
4
(the
“Liquidity
Rule”)
under
the
Investment
Company
Act
of
1940,
as
amended.
The
liquidity
risk
management
program
is
reasonably
designed
to
assess
and
manage
the
Fund’s
liquidity
risk,
taking
into
consideration,
among
other
factors,
the
Funds'
investment
strategy
and
the
liquidity
of
the
portfolio
investments
during
normal
and
reasonably
foreseeable
stressed
conditions,
its
short
and
long-term
cash
flow
projections
and
its
cash
holdings
and
access
to
other
funding
sources.
The
Board
approved
the
designation
of
a
Liquidity
Committee
as
the
administrator
of
the
liquidity
risk
management
program
(the
“Program
Administrator”).
The
Program
Administrator
is
responsible
for
the
administration
and
oversight
of
the
program
and
for
reporting
to
the
Board
on
at
least
an
annual
basis
regarding,
among
other
things,
the
program’s
operation,
adequacy,
and
effectiveness.
The
Program
Administrator
assessed
the
Fund’s
liquidity
risk
profile
based
on
information
gathered
for
the
period
July
1,
2021
through
June
30,
2022
in
order
to
prepare
a
written
report
to
the
Board
for
review
at
its
meeting
held
on
September
15,
2022.
The
Program
Administrator’s
written
report
stated
that:
(i)
the
Funds
are
able
to
meet
redemptions
in
normal
and
reasonably
foreseeable
stressed
conditions
and
without
significant
dilution
of
remaining
shareholders’
interests
in
the
Funds;
(ii)
the
Funds'
strategy
is
appropriate
for
an
open-end
mutual
fund;
(iii)
the
liquidity
classification
determinations
regarding
the
Funds'
portfolio
investments,
which
take
into
account
a
variety
of
factors
and
may
incorporate
analysis
from
one
or
more
third-party
data
vendors,
remained
appropriate;
(iv)
the
Funds
did
not
approach
the
internal
triggers
set
forth
in
the
liquidity
risk
management
program
or
the
regulatory
percentage
limitation
(15%)
on
holdings
in
illiquid
investments;
(v)
it
continues
to
be
appropriate
to
not
set
a
“highly
liquid
investment
minimum”
for
the
Funds
because
the
Funds
primarily
hold
“highly
liquid
investments”;
and
(vi)
the
liquidity
risk
management
program
remains
reasonably
designed
and
adequately
implemented
to
prevent
violations
of
the
Liquidity
Rule.
No
significant
liquidity
events
impacting
the
Funds
or
proposed
changes
to
the
Program
were
noted
in
the
report.
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.
34
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
DECEMBER
31,
2022
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
July
1,
2022
through
December
31,
2022.
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
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.
35
DF
DENT
GROWTH
FUNDS
DF
DENT
GROWTH
FUNDS
ADDITIONAL
INFORMATION
DECEMBER
31,
2022
Beginning
Account
Value
July
1,
2022
Ending
Account
Value
December
31,
2022
Expenses
Paid
During
Period*
Annualized
Expense
Ratio*
DF
Dent
Premier
Growth
Fund
Actual
$
1,000.00
$
997.20
$
4.98
0.99%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.21
$
5.04
0.99%
DF
Dent
Midcap
Growth
Fund
Investor
Shares
Actual
$
1,000.00
$
998.13
$
4.33
0.86%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.87
$
4.38
0.86%
Institutional
Shares
Actual
$
1,000.00
$
998.15
$
4.28
0.85%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.92
$
4.33
0.85%
Institutional
Plus
Shares
Actual
$
1,000.00
$
998.51
$
3.98
0.79%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,021.22
$
4.02
0.79%
DF
Dent
Small
Cap
Growth
Fund
Investor
Shares
Actual
$
1,000.00
$
997.25
$
5.29
1.05%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,019.91
$
5.35
1.05%
Institutional
Shares
Actual
$
1,000.00
$
997.82
$
4.78
0.95%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,020.42
$
4.84
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
(184)
divided
by
365
to
reflect
the
half-year
period.
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-SAR-1222
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.
Not applicable.
 
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.
 
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
 
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable
 
ITEM 6. INVESTMENTS.
(a)
    
Included as part of report to shareholders under Item 1.
(b)
   
Not applicable.
 
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
 
ITEM 8.  PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
 
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
 
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant does not accept nominees to the board of trustees from shareholders.
 
ITEM 11. CONTROLS AND PROCEDURES
(a) The Registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) are effective, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as of a date within 90 days of the filing date of this report.
 (b) There were no changes in the Registrant’s internal control over financial reporting (as defined in
Rule 30a-3(d) under the Act) that occurred during the the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
 
ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
 
ITEM 13. EXHIBITS.
 
(a)(1)  Not applicable.
 
 
(a)(3)  Not applicable.
 

 

SIGNATURES

 
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Registrant              Forum Funds
 
By:
/s/ Jessica Chase
 
 
Jessica Chase, Principal Executive Officer
 
 
 
 
Date:
February 14, 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/ Jessica Chase
 
 
Jessica Chase, Principal Executive Officer
 
 
 
 
Date:
February 14, 2023
 
 
 
By:
/s/ Karen Shaw
 
 
Karen Shaw, Principal Financial Officer
 
 
 
 
Date:
February 14, 2023