UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM N-CSR
 
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

 
Investment Company Act file number 811-03023
 
FORUM FUNDS
Three Canal Plaza, Suite 600
Portland, Maine 04101
 
 
Zachary Tackett, Principal Executive Officer
Three Canal Plaza, Suite 600
Portland, Maine 04101
207-347-2000
 
 
Date of fiscal year end December 31
 
Date of reporting period: January 1, 2024 – June 30, 2024
 
 

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

Semi-Annual Shareholder Report - June 30, 2024

BEEHX

Fund Overview

This semi-annual shareholder report contains important information about the The BeeHive Fund for the period of January 1, 2024, to June 30, 2024. You can find additional information about the Fund at www.thebeehivefund.com. You can also request this information by contacting us at (866) 684-4915.

 

 

This report describes changes to the Fund that occurred during the reporting period.

What were the Fund's costs for the last six months? 

(based on a hypothetical $10,000 investment)

Fund Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
The BeeHive Fund
$51
0.98%

How did the Fund perform in the last six months? 

In the first half of 2024, the fund increased +6.81%, net of fees, which compared to the S&P 500 benchmark +15.29%. From a sector level, the underperformance was driven by a few factors:

  • an underweight allocation to information technology, which meaningfully outperformed the benchmark,

  • an overweight to financials and materials, which underperformed the benchmark

Partly offset by:

  • an overweight to communication services, which outperformed

  • an underweight to energy and industrials, which underperformed.

Stock selection within communications services, information technology, and consumer also hurt the relative performance, particularly as it related to the performance of several large-cap stocks which the fund does not own as detailed below.

 

 

Image

Top Contributors

Top Detractors

  • Thin up arrow

    Microsoft (MSFT)

  • Thin up arrow

    Oracle (ORCL)

  • Thin up arrow

    JPMorgan Chase & Co. (JPM)

  • Thin up arrow

    Chubb (CB)

  • Thin up arrow

    Fiserv (FI)

  • Thin down arrow

    Apple (APPL)

  • Thin down arrow

    Adobe (ADBE)

  • Thin down arrow

    Nestle (NSRGY)

  • Thin down arrow

    Crown Holdings (CCK)

  • Thin down arrow

    Berry Global (BERY)

Total Return Based on a $10,000 Investment 

Growth of 10K Chart
Date
The BeeHive Fund
S&P 500® Index
06/30/14
$10,000
$10,000
09/30/14
$9,666
$10,113
12/31/14
$10,111
$10,612
03/31/15
$10,104
$10,712
06/30/15
$10,304
$10,742
09/30/15
$9,395
$10,051
12/31/15
$9,968
$10,758
03/31/16
$9,697
$10,903
06/30/16
$9,551
$11,171
09/30/16
$10,055
$11,602
12/31/16
$10,577
$12,045
03/31/17
$11,044
$12,776
06/30/17
$11,578
$13,170
09/30/17
$11,793
$13,760
12/31/17
$11,747
$14,675
03/31/18
$11,423
$14,563
06/30/18
$11,369
$15,064
09/30/18
$12,163
$16,225
12/31/18
$10,457
$14,031
03/31/19
$12,237
$15,946
06/30/19
$13,235
$16,633
09/30/19
$13,474
$16,915
12/31/19
$14,250
$18,449
03/31/20
$11,493
$14,834
06/30/20
$13,370
$17,881
09/30/20
$14,795
$19,478
12/31/20
$16,472
$21,844
03/31/21
$17,325
$23,193
06/30/21
$18,501
$25,175
09/30/21
$18,322
$25,322
12/31/21
$19,897
$28,114
03/31/22
$18,808
$26,821
06/30/22
$16,024
$22,503
09/30/22
$14,862
$21,404
12/31/22
$16,112
$23,023
03/31/23
$17,252
$24,749
06/30/23
$18,586
$26,912
09/30/23
$18,099
$26,031
12/31/23
$19,455
$29,075
03/31/24
$20,373
$32,144
06/30/24
$20,780
$33,521

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

Average Annual Total Returns 

 
One Year
Five Year
Ten Year
The BeeHive Fund
11.80%
9.44%
7.59%
S&P 500® Index
24.56%
15.05%
12.86%

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

Fund Statistics

Total Net Assets
$163,486,113
# of Portfolio Holdings
32
Portfolio Turnover Rate
1%
Investment Advisory Fees (Net of fees waived and expenses reimbursed)
$602,758

Sector Weightings

(% total investments)*

Group By Industry Chart
Value
Value
Information Technology
28.7%
Financials
23.2%
Communication Services
15.2%
Health Care
12.4%
Consumer Staples
9.1%
Materials
5.6%
Consumer Discretionary
3.8%
Real Estate
2.0%

* excluding cash equivalents

Top Ten Holdings 

(% of investments)*

Microsoft Corp.
13.40%
Apple, Inc.
6.10%
Alphabet, Inc., Class A
5.54%
Oracle Corp.
5.22%
Alphabet, Inc., Class C
5.10%
Thermo Fisher Scientific, Inc.
4.81%
Chubb, Ltd.
4.53%
JPMorgan Chase & Co.
3.95%
Intercontinental Exchange, Inc.
3.63%
Elevance Health, Inc.
3.46%

* excluding cash equivalents

Asset Class Weightings 

(% total net investments)

Group By Asset Type Chart
Value
Value
Common Stock
99.1%
Money Market Fund
0.9%

Material Fund Changes 

Effective March 1, 2024the Fund's shareholders approved a new investment advisory agreement between Forum Funds, on behalf of The BeeHive Fund, and Cannell & Spears, LLC.

Where can I find additional information about the fund?

The Fund is distributed by Foreside Fund Services, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (dba ACA Group). If you wish to view additional information about the Fund; including but not limited to its prospectus, holdings, financial information, and proxy information, please visit www.thebeehivefund.com or scan the QR code below.

An image of a QR code that, when scanned, navigates the user to the following URL: http://www.thebeehivefund.com/

The BeeHive Fund

Semi-Annual Shareholder Report - June 30, 2024

237S-BEEHX-24

(b)          Not applicable.
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 financial statements filed under Item 7(a).
(b)          Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.
(a)      
 
BEEHX
Semi-Annual
Financials
and
Other
Information
June
30,
2024
(Unaudited)
Table
of
Contents
Schedule
of
Investments
4
Statement
of
Assets
and
Liabilities
5
Statement
of
Operations
6
Statements
of
Changes
in
Net
Assets
7
Financial
Highlights
8
Notes
to
Financial
Statements
9
Other
Information
13
The
BeeHive
Fund
SCHEDULE
OF
INVESTMENTS
June
30,
2024
4
See
Notes
to
Financial
Statements.
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
June
30,
2024. 
The
inputs
or
methodology
used
for
valuing
securities
are
not
necessarily
an
indication
of
the
risks
associated
with
investing
in
those
securities.
For
more
information
on
valuation
inputs,
and
their
aggregation
into
the
levels
used
in
the
table
below,
please
refer
to
the
Security
Valuation
section
in
Note
2
of
the
accompanying
Notes
to
Financial
Statements.
The
Level
1
value
displayed
in
this
table
is
Common
Stock
and
a
Money
Market
Fund.
Refer
to
this
Schedule
of
Investments
for
a
further
breakout
of
each
security
by
industry.
Shares
Security
Description
Value
Common
Stock
-
99.1%
Communication
Services
-
15.1%
49,235‌
Alphabet,
Inc.,
Class A
$
8,968,155‌
45,020‌
Alphabet,
Inc.,
Class C
8,257,569‌
98,520‌
Comcast
Corp.,
Class A
3,858,043‌
23,184‌
Take-Two
Interactive
Software,
Inc.
(a)
3,604,880‌
24,688,647‌
Consumer
Discretionary
-
3.7%
13,518‌
Aptiv
PLC
(a)
951,938‌
15,550‌
NIKE,
Inc.,
Class B
1,172,003‌
56,513‌
Restaurant
Brands
International,
Inc.
3,976,820‌
6,100,761‌
Consumer
Staples
-
9.0%
19,160‌
Lamb
Weston
Holdings,
Inc.
1,610,973‌
81,940‌
Mondelez
International,
Inc.,
Class A
5,362,154‌
49,750‌
Nestle
SA,
ADR
5,096,887‌
99,470‌
Pernod
Ricard
SA,
ADR
2,695,637‌
14,765,651‌
Financials
-
23.0%
15,320‌
Aon
PLC,
Class A
4,497,646‌
11,720‌
Berkshire
Hathaway,
Inc.,
Class B
(a)
4,767,696‌
28,802‌
Chubb,
Ltd.
7,346,814‌
55,653‌
Fidelity
National
Information
Services,
Inc.
4,194,010‌
30,613‌
Fiserv,
Inc.
(a)
4,562,562‌
42,950‌
Intercontinental
Exchange,
Inc.
5,879,425‌
31,610‌
JPMorgan
Chase
&
Co.
6,393,439‌
37,641,592‌
Health
Care
-
12.3%
15,000‌
Danaher
Corp.
3,747,750‌
10,352‌
Elevance
Health,
Inc.
5,609,335‌
27,800‌
Illumina,
Inc.
(a)
2,901,764‌
14,100‌
Thermo
Fisher
Scientific,
Inc.
7,797,300‌
20,056,149‌
Information
Technology
-
28.5%
8,204‌
Adobe,
Inc.
(a)
4,557,650‌
8,500‌
Analog
Devices,
Inc.
1,940,210‌
46,920‌
Apple,
Inc.
9,882,291‌
48,576‌
Microsoft
Corp.
21,711,043‌
59,860‌
Oracle
Corp.
8,452,232‌
46,543,426‌
Materials
-
5.5%
61,030‌
Berry
Global
Group,
Inc.
3,591,615‌
37,223‌
Crown
Holdings,
Inc.
2,769,019‌
22,217‌
Franco-Nevada
Corp.
2,633,159‌
8,993,793‌
Real
Estate
-
2.0%
28,530‌
Prologis,
Inc.
REIT
3,204,204‌
Total
Common
Stock
(Cost
$62,938,032)
161,994,223‌
Shares
Security
Description
Value
Money
Market
Fund
-
0.9%
1,490,439‌
First
American
Treasury
Obligations
Fund,
Class X,
5.21%
(b)
(Cost
$1,490,439)
1,490,439‌
Investments,
at
value
-
100.0%
(Cost
$64,428,471)
$
163,484,662‌
Other
Assets
&
Liabilities,
Net
-
0.0%
1,451‌
Net
Assets
-
100.0%
$
163,486,113‌
ADR
American
Depositary
Receipt
PLC
Public
Limited
Company
REIT
Real
Estate
Investment
Trust
(a)
Non-income
producing
security.
(b)
Dividend
yield
changes
daily
to
reflect
current
market
conditions.
Rate
was
the
quoted
yield
as
of
June
30,
2024.
Valuation
Inputs
Investments
in
Securities
Level
1
-
Quoted
Prices
$
163,484,662‌
Level
2
-
Other
Significant
Observable
Inputs
–‌
Level
3
-
Significant
Unobservable
Inputs
–‌
Total
$
163,484,662‌
PORTFOLIO
HOLDINGS
%
of
Total
Investments
Communication
Services
15.1‌%
Consumer
Discretionary
3.7‌%
Consumer
Staples
9.0‌%
Financials
23.0‌%
Health
Care
12.3‌%
Information
Technology
28.5‌%
Materials
5.5‌%
Real
Estate
2.0‌%
Money
Market
Fund
0.9‌%
100.0‌%
The
BeeHive
Fund
STATEMENT
OF
ASSETS
AND
LIABILITIES
June
30,
2024
5
See
Notes
to
Financial
Statements.
ASSETS
Investments,
at
value
(Cost
$64,428,471)
$
163,484,662‌
Receivables:
Dividends
139,793‌
Prepaid
expenses
12,025‌
Total
Assets
163,636,480‌
LIABILITIES
Accrued
Liabilities:
Investment
advisor
fees
102,049‌
Fund
services
fees
19,820‌
Other
expenses
28,498‌
Total
Liabilities
150,367‌
NET
ASSETS
$
163,486,113‌
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
63,844,019‌
Distributable
Earnings
99,642,094‌
NET
ASSETS
$
163,486,113‌
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
7,444,146‌
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE
$
21.96‌
The
BeeHive
Fund
STATEMENT
OF
OPERATIONS
SIX
MONTHS
ENDED
JUNE
30,
2024
6
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$67,702)
$
935,887‌
Interest
income
213,755‌
Total
Investment
Income
1,149,642‌
EXPENSES
Investment
advisor
fees
605,733‌
Fund
services
fees
114,762‌
Custodian
fees
8,196‌
Registration
fees
4,884‌
Professional
fees
32,951‌
Trustees'
fees
and
expenses
5,975‌
Other
expenses
26,651‌
Total
Expenses
799,152‌
Fees
waived
and
expenses
reimbursed
(2,975‌)
Net
Expenses
796,177‌
NET
INVESTMENT
INCOME
353,465‌
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
on
investments
196,621‌
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
10,189,150‌
NET
REALIZED
AND
UNREALIZED
GAIN
10,385,771‌
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
10,739,236‌
The
BeeHive
Fund
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
7
See
Notes
to
Financial
Statements.
For
the
Six
Months
Ended
June
30,
2024
For
the
Year
Ended
December
31,
2023
OPERATIONS
Net
investment
income
$
353,465‌
$
937,734‌
Net
realized
gain
196,621‌
3,826,151‌
Net
change
in
unrealized
appreciation
(depreciation)
10,189,150‌
23,290,556‌
Increase
in
Net
Assets
Resulting
from
Operations
10,739,236‌
28,054,441‌
DISTRIBUTIONS
TO
SHAREHOLDERS
Total
Distributions
Paid
–‌
(4,469,001‌)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares
4,242,723‌
965,291‌
Reinvestment
of
distributions
–‌
3,908,031‌
Redemption
of
shares
(11,449,544‌)
(4,557,308‌)
Increase
(Decrease)
in
Net
Assets
from
Capital
Share
Transactions
(7,206,821‌)
316,014‌
Increase
in
Net
Assets
3,532,415‌
23,901,454‌
NET
ASSETS
Beginning
of
Period
159,953,698‌
136,052,244‌
End
of
Period
$
163,486,113‌
$
159,953,698‌
SHARE
TRANSACTIONS
Sale
of
shares
197,232‌
50,733‌
Reinvestment
of
distributions
–‌
192,003‌
Redemption
of
shares
(533,652‌)
(229,734‌)
Increase
(Decrease)
in
Shares
(336,420‌)
13,002‌
The
BeeHive
Fund
FINANCIAL
HIGHLIGHTS
8
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
period
.
For
the
Six
Months
Ended
June
30,
2024
For
the
Years
Ended
December
31,
2023
2022
2021
2020
2019
NET
ASSET
VALUE,
Beginning
of
Period
$
20.56‌
$
17.52‌
$
22.09‌
$
19.32‌
$
17.00‌
$
13.10‌
INVESTMENT
OPERATIONS
Net
investment
income
(a)
0.05‌
0.12‌
0.02‌
0.02‌
0.04‌
0.24‌
Net
realized
and
unrealized
gain
(loss)
1.35‌
3.51‌
(4.21‌)
3.97‌
2.61‌
4.50‌
Total
from
Investment
Operations
1.40‌
3.63‌
(4.19‌)
3.99‌
2.65‌
4.74‌
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
–‌
(0.12‌)
(0.02‌)
(0.02‌)
(0.04‌)
(0.24‌)
Net
realized
gain
–‌
(0.47‌)
(0.36‌)
(1.20‌)
(0.29‌)
(0.60‌)
Total
Distributions
to
Shareholders
–‌
(0.59‌)
(0.38‌)
(1.22‌)
(0.33‌)
(0.84‌)
NET
ASSET
VALUE,
End
of
Period
$
21.96‌
$
20.56‌
$
17.52‌
$
22.09‌
$
19.32‌
$
17.00‌
TOTAL
RETURN
6.81‌%(b)
20.75‌%
(19.02‌)%
20.79‌%
15.59‌%
36.28‌%
RATIOS/SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
163,486‌
$
159,954‌
$
136,052‌
$
175,595‌
$
149,688‌
$
134,415‌
Ratios
to
Average
Net
Assets:
(c)
Net
investment
income
0.44‌%(d)
0.62‌%
0.12‌%
0.08‌%
0.23‌%
1.49‌%
Net
expenses
0.98‌%(d)
0.98‌%
0.98‌%
0.97‌%(e)
0.98‌%
0.98‌%
Gross
expenses
0.99‌%(d)(f)
0.99‌%(f)
0.98‌%
0.97‌%
0.99‌%(f)
0.98‌%(f)
PORTFOLIO
TURNOVER
RATE
1‌%(b)
6‌%
14‌%
14‌%
22‌%
10‌%
(a)
Calculated
based
on
average
shares
outstanding
during
each
period.
(b)
Not
annualized.
(c)
The
ratios
of
expenses
and
net
investment
income
to
average
net
assets
do
not
reflect
the
Fund’s
proportionate
share
of
income
and
expenses
of
underlying
investment
companies
in
which
the
Fund
invests.
(d)
Annualized.
(e)
Ratio
includes
waivers
and
previously
waived
investment
advisory
fees
recovered.  The
impact
of
the
recovered
fees
may
cause
a
higher
net
expense
ratio.
(f)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
The
BeeHive
Fund
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2024
9
Note
1.
Organization
The
BeeHive
Fund
(the
“Fund”)
is
a
diversified
portfolio
of
Forum
Funds
(the
“Trust”).
The
Trust
is
a
Delaware
statutory
trust
that
is
registered
as
an
open-end,
management
investment
company
under
the
Investment
Company
Act
of
1940,
as
amended
(the
“Act”).
Under
its
Trust
Instrument,
the
Trust
is
authorized
to
issue
an
unlimited
number
of
the
Fund’s
shares
of
beneficial
interest
without
par
value.
The
Fund
commenced
operations
on
September
2,
2008.
The
Fund
seeks
capital
appreciation.
Note
2.
Summary
of
Significant
Accounting
Policies
The
Fund
is
an
investment
company
and
follows
accounting
and
reporting
guidance
under
Financial
Accounting
Standards
Board
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.
Shares
of
non-exchange
traded
open-end
mutual
funds
are
valued
at
net
asset
value
per
share
(“NAV”).
Short-term
investments
that
mature
in
sixty
days
or
less
may
be
valued
at
amortized
cost.
Pursuant
to
Rule
2a-5
under
the
Investment
Company
Act,
the
Trust’s
Board
of
Trustees
(the
“Board”)
has
designated
the
Advisor,
as
defined
in
Note
3,
as
the
Fund’s
valuation
designee
to
perform
any
fair
value
determinations
for
securities
and
other
assets
held
by
the
Fund.
The
Advisor
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
Advisor’s
fair
value
determinations.
The
Advisor
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
Advisor
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
Advisor’s
fair
valuation
procedures
as
a
part
of
the
Fund’s
compliance
program
and
will
review
any
changes
made
to
the
procedures.
The
Advisor
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.
Advisor
inputs
may
include
an
income-based
approach
in
which
the
anticipated
future
cash
flows
of
the
investment
are
discounted
in
determining
fair
value.
Discounts
may
also
be
applied
based
on
the
nature
or
duration
of
any
restrictions
on
the
disposition
of
the
investments.
The
Advisor
performs
regular
reviews
of
valuation
methodologies,
key
inputs
and
assumptions,
disposition
analysis
and
market
activity.
Fair
valuation
is
based
on
subjective
factors
and,
as
a
result,
the
fair
value
price
of
an
investment
may
differ
from
the
security’s
market
price
and
may
not
be
the
price
at
which
the
asset
may
be
sold.
Fair
valuation
could
result
in
a
different
NAV
than
a
NAV
determined
by
using
market
quotes.
GAAP
has
a
three-tier
fair
value
hierarchy.
The
basis
of
the
tiers
is
dependent
upon
the
various
“inputs”
used
to
determine
the
value
of
the
Fund’s
investments.
These
inputs
are
summarized
in
the
three
broad
levels
listed
below:
Level
1
-
Quoted
prices
in
active
markets
for
identical
assets
and
liabilities.
Level
2
-
Prices
determined
using
significant
other
observable
inputs
(including
quoted
prices
for
similar
securities,
interest
rates,
prepayment
speeds,
credit
risk,
etc.).
Short-term
securities
with
maturities
of
sixty
days
or
less
are
valued
at
amortized
cost,
which
approximates
market
value,
and
are
categorized
as
Level
2
in
the
hierarchy.
Municipal
securities,
long-term
U.S.
government
obligations
and
corporate
debt
securities
are
valued
in
accordance
with
the
evaluated
price
supplied
by
a
pricing
service
and
generally
categorized
as
Level
2
in
the
hierarchy.
Other
securities
that
are
categorized
as
Level
2
in
the
hierarchy
include,
but
are
not
The
BeeHive
Fund
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2024
10
limited
to,
warrants
that
do
not
trade
on
an
exchange,
securities
valued
at
the
mean
between
the
last
reported
bid
and
ask
quotation
and
international
equity
securities
valued
by
an
independent
third
party
with
adjustments
for
changes
in
value
between
the
time
that
the
securities’
respective
local
market
closes
and
the
close
of
the
U.S.
market.
Level
3
-
Significant
unobservable
inputs
(including
the
Fund’s
own
assumptions
in
determining
the
fair
value
of
investments).
The
aggregate
value
by
input
level,
as
of
June
30,
2024,
for
the
Fund’s
investments
is
included
at
the
end
of
the
Fund’s
Schedule
of
Investments.
Security
Transactions,
Investment
Income
and
Realized
Gain
and
Loss
Investment
transactions
are
accounted
for
on
the
trade
date.
Dividend
income
is
recorded
on
the
ex-dividend
date.
Non-cash
dividend
income
is
recorded
at
the
fair
market
value
of
the
securities
received.
Foreign
dividend
income
is
recorded
on
the
ex-dividend
date
or
as
soon
as
possible
after
determining
the
existence
of
a
dividend
declaration
after
exercising
reasonable
due
diligence.
Income
and
capital
gains
on
some
foreign
securities
may
be
subject
to
foreign
withholding
taxes,
which
are
accrued
as
applicable.
Interest
income
is
recorded
on
an
accrual
basis.
Premium
is
amortized
to
the
next
call
date
above
par,
and
discount
is
accreted
to
maturity
using
the
effective
interest
method.
Identified
cost
of
investments
sold
is
used
to
determine
the
gain
and
loss
for
both
financial
statement
and
federal
income
tax
purposes.
Distributions
to
Shareholders
The
Fund
declares
any
dividends
from
net
investment
income
and
pays
them
annually.
Any
net
capital
gains
and
net
foreign
currency
gains
realized
by
the
Fund
are
distributed
at
least
annually.
Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
Distributions
are
based
on
amounts
calculated
in
accordance
with
applicable
federal
income
tax
regulations,
which
may
differ
from
GAAP.
These
differences
are
due
primarily
to
differing
treatments
of
income
and
gain
on
various
investment
securities
held
by
the
Fund,
timing
differences
and
differing
characterizations
of
distributions
made
by
the
Fund.
Federal
Taxes
The
Fund
intends
to
continue
to
qualify
each
year
as
a
regulated
investment
company
under
Subchapter
M
of
Chapter
1,
Subtitle
A,
of
the
Internal
Revenue
Code
of
1986,
as
amended
(“Code”),
and
to
distribute
all
of
its
taxable
income
to
shareholders.
In
addition,
by
distributing
in
each
calendar
year
substantially
all
of
its
net
investment
income
and
capital
gains,
if
any,
the
Fund
will
not
be
subject
to
a
federal
excise
tax.
Therefore,
no
federal
income
or
excise
tax
provision
is
required.
The
Fund
recognizes
interest
and
penalties,
if
any,
related
to
unrecognized
tax
benefits
as
income
tax
expense
in
the
Statement
of
Operations.
During
the
period,
the
Fund
did
not
incur
any
interest
or
penalties.
The
Fund
files
a
U.S.
federal
income
and
excise
tax
return
as
required.
The
Fund’s
federal
income
tax
returns
are
subject
to
examination
by
the
Internal
Revenue
Service
for
a
period
of
three
years
after
they
are
filed.
As
of
June
30,
2024,
there
are
no
uncertain
tax
positions
that
would
require
financial
statement
recognition,
de-recognition
or
disclosure.
Income
and
Expense
Allocation
The
Trust
accounts
separately
for
the
assets,
liabilities
and
operations
of
each
of
its
investment
portfolios.
Expenses
that
are
directly
attributable
to
more
than
one
investment
portfolio
are
allocated
among
the
respective
investment
portfolios
in
an
equitable
manner.
Commitments
and
Contingencies
In
the
normal
course
of
business,
the
Fund
enters
into
contracts
that
provide
general
indemnifications
by
the
Fund
to
the
counterparties
to
the
contracts.
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
statement
of
assets
and
liabilities.
Note
3.
Fees
and
Expenses
Investment
Advisor
Cannell
&
Spears,
LLC
(the
“Advisor”)
is
the
investment
advisor
to
the
Fund.
Pursuant
to
an
investment
advisory
agreement,
the
Advisor
receives
an
advisory
fee,
payable
monthly,
from
the
Fund
at
an
annual
rate
of
0.75%
of
the
Fund’s
average
daily
net
assets.
Distribution
Foreside
Fund
Services,
LLC,
a
wholly
owned
subsidiary
of
Foreside
Financial
Group,
LLC
(d/b/a
ACA
Group)
(the
“Distributor”),
acts
as
the
agent
of
the
Trust
in
connection
with
the
continuous
offering
of
shares
of
the
Fund.
The
Distributor
is
not
affiliated
with
the
Advisor
or
Atlantic
Fund
Administration,
LLC,
a
wholly
owned
subsidiary
of
Apex
US
Holdings
LLC
(d/b/a
Apex
Fund
Services)
(“Apex”)
or
their
affiliates.
The
Fund
has
adopted
a
distribution
plan
in
accordance
with
Rule
12b-1
of
the
Act.
The
BeeHive
Fund
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2024
11
The
Fund
may
pay
the
Distributor
and/or
any
other
entity
as
authorized
by
the
Board
a
fee
up
to
0.25%
of
the
Fund’s
average
daily
net
assets.
The
Fund
has
suspended
payments
under
its
Rule
12b-1
plan
until
further
notice
and
has
not
paid
any
distribution
fees
to
date.
The
Fund
may
remove
the
suspension
and
make
payments
under
the
Rule
12b-1
plan
at
any
time,
subject
to
Board
approval.
Other
Service
Providers
Apex
provides
fund
accounting,
fund
administration,
compliance
and
transfer
agency
services
to
the
Fund.
The
fees
related
to
these
services
are
included
in
Fund
services
fees
within
the
Statement
of
Operations.
Apex
also
provides
certain
shareholder
report
production
and
EDGAR
conversion
and
filing
services.
Pursuant
to
an
Apex
Services
Agreement,
the
Fund
pays
Apex
customary
fees
for
its
services.
Apex
provides
a
Principal
Executive
Officer,
a
Principal
Financial
Officer,
a
Chief
Compliance
Officer
and
an
Anti-Money
Laundering
Officer
to
the
Fund,
as
well
as
certain
additional
compliance
support
functions.
Trustees
and
Officers
Each
Independent
Trustee’s
annual
retainer
is
$45,000
($55,000
for
the
Chairman).
The
Audit
Committee
Chairman
receives
an
additional
$2,000
annually.
The
Trustees
and
the
Chairman
may
receive
additional
fees
for
special
Board
meetings.
Each
Trustee
is
also
reimbursed
for
all
reasonable
out-of-pocket
expenses
incurred
in
connection
with
his
or
her
duties
as
a
Trustee,
including
travel
and
related
expenses
incurred
in
attending
Board
meetings.
The
amount
of
Trustees’
fees
attributable
to
the
Fund
is
disclosed
in
the
Statement
of
Operations.
Certain
officers
of
the
Trust
are
also
officers
or
employees
of
the
above
named
service
providers,
and
during
their
terms
of
office
received
no
compensation
from
the
Fund.
Note
4.
Expense
Reimbursement
and
Fees
Waived
The
Advisor
has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
(excluding
taxes,
interest,
portfolio
transaction
expenses
and
extraordinary
expenses)
to
0.99%
of
the
Fund’s
average
daily
net
assets
through
December
31,
2025
(the
“Expense
Cap”).
The
Advisor
may
recoup
from
the
Fund
fees
waived
and
expenses
reimbursed
by
the
Advisor
pursuant
to
the
Expense
Cap
if
the
recoupment
is
made
within
three
years
of
the
fee
waiver
or
expense
reimbursement
and
does
not
cause
the
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
(i.e.,
after
the
recoupment
has
been
taken
into
account)
to
exceed
the
lesser
of
(i)
the
then-current
Expense
Cap
and
(ii)
the
Expense
Cap
in
place
at
the
time
the
fees/expenses
were
waived/
reimbursed.
As
of
June
30,
2024
,
$13,317
is
subject
to
recapture
by
the
Advisor.
Refer
to
the
Statement
of
Operations
to
see
what
was
recouped
during
the
period.
Note
5.
Security
Transactions
The
cost
of
purchases
and
proceeds
from
sales
of
investment
securities
(including
maturities),
other
than
short-term
investments
during
the
period
ended
June
30,
2024
totaled
$11,298,919
and
$1,971,476,
respectively.
Note
6.
Federal
Income
Tax
As
of
June
30,
2024,
the
cost
of
investments
for
federal
income
tax
purposes
is
substantially
the
same
as
for
financial
statement
purposes and
the
components
of
net
unrealized appreciation were
as
follows:
As
of
December
31,
2023
,
distributable
earnings
on
a
tax
basis
were
as
follows:
The
difference
between
components
of
distributable
earnings
on
a
tax
basis
and
the
amounts
reflected
in
the
Statement
of
Assets
and
Liabilities
are
primarily
due
to
wash
sales.
Gross
Unrealized
Appreciation
$
100,287,786‌
Gross
Unrealized
Depreciation
(1,231,595‌)
Net
Unrealized
Appreciation
$
99,056,191‌
Undistributed
Long-Term
Gain
$
55,796‌
Net
Unrealized
Appreciation
88,847,062‌
Total
$
88,902,858‌
The
BeeHive
Fund
NOTES
TO
FINANCIAL
STATEMENTS
June
30,
2024
12
Note
7.
Subsequent
Events
Subsequent
events
occurring
after
the
date
of
this
report
through
the
date
these
financial
statements
were
issued
have
been
evaluated
for
potential
impact,
and
the
Fund
has
had
no
such
events.
The
BeeHive
Fund
OTHER
INFORMATION
June
30,
2024
13
Changes
in
and
Disagreements
with
Accountants
(Item
8
of
Form
N-CSR)
N/A
Proxy
Disclosure
(Item
9
of
Form
N-CSR)
At
a
special
meeting
of
shareholders,
held
on
March
1,
2024,
shares
were
voted
as
follows
on
the
proposals
presented
to
shareholders:
Remuneration
Paid
to
Directors,
Officers,
and
Others
(Item
10
of
Form
N-CSR)
Please
see
financial
statements
in
Item
7.
Statement
Regarding
the
Basis
for
the
Board’s
Approval
of
Investment
Advisory
Contract
(Item
11
of
Form
N-CSR)
N/A
Matter
For
Against
Abstain
To
approve
an
Investment
Advisory
Agreement
between
Forum
Funds,
on
behalf
of
The
BeeHive
Fund,
and
Cannell
&
Spears,
LLC.
5,848,293
(100%)
7
(0.00%)
0
THE
BEEHIVE
FUND
P.O
Box
588
Portland,
Maine
04112
(866)
684-4915
(toll
free)
The
report
is
submitted
for
the
general
information
of
the
shareholders
of
the
Fund.
It
is
not
authorized
for
distribution
to
prospective
investors
unless
preceded
or
accompanied
by
an
effective
prospectus,
which
includes
information
regarding
the
Fund’s
risks,
objectives,
fees
and
expenses,
experience
of
its
management
and
other
information.
237-SAR-0624
(b)       Included as part of financial statements filed under Item 7(a).
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 10. REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES.
Included as part of financial statements filed under Item 7(a).
ITEM 11. STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT.
Included as part of financial statements filed under Item 7(a).
ITEM 12. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 13.  PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 14. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 15. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant does not accept nominees to the Board of Trustees from shareholders.
ITEM 16. CONTROLS AND PROCEDURES
(a) The Registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act are effective, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as of a date within 90 days of the filing date of this report.
(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the Reporting Period that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
ITEM 17. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 18. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION.
Not applicable.
ITEM 19. EXHIBITS.
(a)(1) Not applicable.
(a)(2) Not applicable.
(a)(3) Certifications pursuant to Rule 30a-2(a) of the Act, and Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
(a)(4) Not applicable.
(a)(5) Not applicable.
(b)     Certifications pursuant to Rule 30a-2(b) of the Act, and Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant              Forum Funds
By:
/s/ Zachary Tackett
 
 
Zachary Tackett, Principal Executive Officer
 
 
 
 
Date:
August 28, 2024
 
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By:
/s/ Zachary Tackett
 
 
Zachary Tackett, Principal Executive Officer
 
 
 
 
Date:
August 28, 2024
 
 
By:
/s/ Karen Shaw
 
 
Karen Shaw, Principal Financial Officer
 
 
 
 
Date:
August 28, 2024