N-CSR

As filed with the Securities and Exchange Commission on March 2, 2022

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON

, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number 811-03023

FORUM FUNDS

Three Canal Plaza, Suite 600

Portland

, Maine 04101

Jessica Chase, Principal Executive Officer

Three Canal Plaza, Suite 600

Portland

, Maine 04101

207-347-2000

Date of fiscal year end: December 31

Date of reporting period: January 1, 2021 – December 31, 2021

ITEM 1. REPORT TO STOCKHOLDERS.

Lisanti

Small

Cap

Growth

Fund

Annual

Report

December

31,

2021

Lisanti

Small

Cap

Growth

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

December

31,

2021

1

Dear

Shareholder,

After

continued

strength

in

the

first

half

of

2021,

the

advance

of

smaller

growth

stock

stalled

in

the

second

half

of

2021.

The

Russell

2000

Growth

Index

declined

5.64%

in

the

second

half

of

2021,

with

the

majority

of

the

decline

occurring

in

the

third

quarter,

as

investor

concerns

continued

to

increase—rising

inflation;

the

increasing

likelihood

of

rising

interest

rates,

and

most

recently

the

“waviness”

of

the

recovery

as

first

the

Delta

and

then

the

Omicron

variant

rose

to

prominence.

The

Lisanti

Small

Cap

Growth

Fund

(“Fund”)

outperformed

its

benchmark,

the

Russell

2000

Growth

Index

(the

“Index”),

over

the

year

ended

December

31,

2021,

returning

10.69%

net

versus

2.83

%

for

the

Index.

During

the

period,

the

Fund’s

investments

in

the

Information

Technology

sector

were

of

most

benefit

to

the

Fund,

followed

by

Health

Care

and

Consumer

Discretionary,

while

the

Real

Estate,

Financials

and

Consumer

Staples

sectors

detracted

from

performance.

Since

the

beginning

of

the

year,

the

market

has

tilted

between

“value”

and

“growth”

stocks

as

the

economic

reopening/recovery

took

hold

and

investors

anticipated

rising

interest

rates.

Our

view

has

been

that

the

market

is

transitioning

from

a

valuation

driven

market

to

an

earnings

driven

market,

and

that

implies

that

companies

who

have

many

years

before

they

achieve

profitability

might

struggle

to

outperform.

As

we

moved

through

the

pandemic,

we

tilted

more

towards

companies

with

strong

revenue

growth

prospects,

and

operating

leverage.

We

remained

underweight

in

Health

Care

for

the

majority

of

2021,

as

medical

devices

continued

to

be

plagued

by

the

uneven

reopening,

particularly

around

elective

medical

procedures,

and

many

of

the

smaller

biotechnology

stocks

are

years

from

making

money.

As

you

know,

we

look

for

companies

that

have

three

components:

strong

secular

trends

driving

their

growth

(secular

growth

stocks);

companies

that

are

able

to

drive

growth

through

their

own

internal

initiatives

(structural

growth

stocks);

and

those

companies

that

are

in

the

midst

of

operational

improvements/turnarounds

(transformational

growth).

We

believe

this

focus

is

much

more

important

than

“value”

or

“growth”

moniker,

as

the

market

continues

the

transition

to

an

earnings

driven,

fundamentally

focused

environment.

As

we

write

this,

investors

are

experiencing

one

of

the

worst

January

declines

in

a

number

of

years.

We

believe

that

this

is

part

of

the

shift

from

a

valuation

driven

market

to

an

earnings

driven

market.

While

we

expect

the

environment

to

remain

constructive

for

public

equities

for

some

time

to

come,

we

do

believe

that

we

have

seen

the

“bottom”

in

interest

rates.

We

have

spent

the

past

four

decades

with

interest

rates,

as

determined

by

the

Federal

Reserve,

declining,

from

21%

in

1980-1981,

to

zero.

We

are

now

in

an

era,

we

believe,

where

returns

will

have

to

be

earned,

through

fundamental

prospects—earnings

and

revenue

growth,

as

opposed

to

significant

broad

upward

revaluation

of

the

equity

markets,

as

rates

drop.

Or,

to

put

it

another

way,

“a

rising

tide

will

NOT

lift

all

boats”.

That

probably

means

several

things

to

equity

investors:

•

volatility

increases,

as

the

future

is

a

bit

less

certain;

more

depends

on

the

individual

companies’

prospects,

than

on

the

general

macroeconomic

backdrop

Lisanti

Small

Cap

Growth

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

December

31,

2021

2

This

is

a

very

different

environment

than

that

of

the

past

few

decades;

it

is

more

nuanced

and

it

can

be

a

bit

confusing

and

somewhat

emotional.

However,

it

is

a

market

that

we

believe

should

reward

diligent

fundamental

research,

a

disciplined

investment

process,

and

experience,

which

to

us

is

the

definition

of

a

“stockpicker’s

market”.

We

continue

to

work

hard

on

your

behalf;

we

thank

you

for

your

investment

in

the

Fund

and

the

opportunity

to

do

so.

All

of

us

at

Lisanti

Capital

Growth

wish

that

you

and

yours

stay

safe

and

well

through

this

situation.

Sincerely,

Mary

Lisanti

,

CFA

President

&

Portfolio

Manager

IMPORTANT

RISKS

AND

DISCLOSURES

An

investment

in

the

Fund

is

subject

to

risk,

including

the

possible

loss

of

principal

amount

invested.

The

Fund

invests

in

smaller

companies,

which

carry

greater

risk

than

is

associated

with

larger

companies

for

various

reasons

such

as

narrower

markets,

limited

financial

resources

and

less

liquid

stock.

The

Fund’s

investments

in

growth

securities

may

be

more

sensitive

to

company

earnings

and

more

volatile

than

the

market

in

general.

Investments

in

technology

companies

are

vulnerable

to

factors

affecting

that

sector,

such

as

dependency

on

consumer

and

business

acceptance

as

new

technology

evolves.

Investments

in

the

Industrial

sector

can

be

significantly

affected

by

business

cycle

fluctuations,

worldwide

economy

growth,

government

and

corporate

spending

and

others.

Investments

in

Health

Care

companies

may

be

affected

by

government

regulations

and

government

healthcare

programs,

changes

in

the

cost

of

medical

products

and

services,

limited

product

lines,

product

liability

claims,

and

patent

protection,

among

other

factors.

The

views

in

this

report

were

those

of

the

Fund

manager

as

of

December

31,

2021,

and

may

not

necessarily

reflect

her

views

on

the

date

this

report

is

first

published

or

anytime

thereafter.

These

views

are

intended

to

•

earnings-driven

markets

have

a

different

cadence

than

valuation

driven

markets—they

unfold

a

bit

more

slowly,

as

one

needs

quarters,

if

not

years,

to

see

the

evidence

of

growth

acceleration;

valuation

markets

can

move

up

or

down

very

quickly

as

multiples

expand

or

contract

•

dispersion

increases

as

individual

company

prospects

drive

results—which

mean

things

like

strategy,

and

management

acumen,

matter

a

great

deal

Lisanti

Small

Cap

Growth

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

December

31,

2021

3

assist

shareholders

in

understanding

the

Fund’s

investment

methodology

and

do

not

constitute

investment

advice.

Although

the

Fund

manager

believes

she

has

a

reasonable

basis

for

any

opinions

or

views

expressed,

actual

results

may

differ,

sometimes

significantly

so,

from

those

expected

or

expressed.

All

current

and

future

holdings

of

the

Fund

are

subject

to

risk

and

are

subject

to

change.

Lisanti

Small

Cap

Growth

Fund

PERFORMANCE

CHART

AND

ANALYSIS

(Unaudited)

December

31,

2021

4

The

following

chart

reflects

the

change

in

the

value

of

a

hypothetical

$10,000

investment,

including

reinvested

dividends

and

distributions,

in

the

Lisanti

Small

Cap

Growth

Fund

(the

“Fund”)

compared

with

the

performance

of

the

benchmark,

Russell

2000

Growth

Index

(“Russell

2000

Growth”),

over

the

past

ten

fiscal

years.

The

Russell

2000

Growth,

the

Fund‘s

primary

performance

benchmark,

measures

the

performance

of

those

Russell

2000

Growth

companies

with

higher

price-to-value

ratios

and

higher

forecasted

growth

values.

The

total

return

of

the

index

includes

the

reinvestment

of

dividends

and

income.

The

total

return

of

the

Fund

includes

operating

expenses

that

reduce

returns,

while

the

total

return

of

the

index

does

not

include

expenses.

The

Fund

is

professionally

managed,

while

the

index

is

unmanaged

and

is

not

available

for

investment.

Comparison

of

Change

in

Value

of

a

$10,000

Investment

Lisanti

Small

Cap

Growth

Fund

vs.

Russell

2000

Growth

Index

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratio

(gross)

is

1.78%.

However,

the

Fund’s

adviser has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

proxy

expenses,

and

extraordinary

expenses)

to

1.35%,

through

April

30,

2022

(the

“Expense

Cap”).

The

Expense

Cap

may

be

raised

or

eliminated

only

with

the

consent

of

the

Board

of

Trustees.

The

adviser

may

be

reimbursed

by

the

Fund

for

fees

waived

and

expenses

reimbursed

by

the

adviser

pursuant

to

the

Expense

Cap

if

such

payment

is

made

within

three

years

of

the

fee

waiver

or

expense

reimbursement

and

does

not

cause

the

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

to

exceed

the

lesser

of

(i)

the

then-current

Expense

Cap

and

(ii)

the

Expense

Cap

in

place

at

the

time

the

fees/expenses

were

waived/reimbursed.

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

will

increase

if

exclusions

from

the

Expense

Cap

apply.

Shares

redeemed

or

exchanged

within

30

days

of

purchase

will

be

charged

a

1.00%

redemption

fee.

The

performance

table

and

graph

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

Fund

shares.

Returns

greater

than

one

year

are

annualized.

For

the

most

recent

month-end

performance,

please

call

(800)

441-7031.

Average

Annual

Total

Returns

Periods

Ended

December

31,

2021

One

Year

Five

Year

Ten

Year

Lisanti

Small

Cap

Growth

Fund

10.69%

21.65%

17.52%

Russell

2000

Growth

Index

2.83%

14.53%

14.14%

Lisanti

Small

Cap

Growth

Fund

SCHEDULE

OF

INVESTMENTS

December

31,

2021

5

See

Notes

to

Financial

Statements.

Shares

Security

Description

Value

Common

Stock

-

95.7%

Business

Services

/

Industrials

-

1.1%

9,220‌

ASGN,

Inc. 

(a)

$

1,137,748‌

Consumer

Discretionary

-

15.6%

30,275‌

Academy

Sports

&

Outdoors,

Inc. 

(a)

1,329,072‌

37,745‌

Arhaus,

Inc. 

(a)

500,121‌

25,910‌

Boot

Barn

Holdings,

Inc. 

(a)

3,188,225‌

6,465‌

Crocs,

Inc. 

(a)

828,942‌

16,345‌

Dave

&

Buster's

Entertainment,

Inc. 

(a)

627,648‌

29,010‌

European

Wax

Center,

Inc.,

Class A 

(a)

880,454‌

7,825‌

Fox

Factory

Holding

Corp. 

(a)

1,331,033‌

10,215‌

Papa

John's

International,

Inc.

1,363,396‌

12,345‌

Planet

Fitness,

Inc.,

Class A 

(a)

1,118,210‌

22,780‌

Red

Rock

Resorts,

Inc.,

Class A

1,253,128‌

16,155‌

Skyline

Champion

Corp. 

(a)

1,275,922‌

35,950‌

Steven

Madden,

Ltd.

1,670,597‌

12,555‌

YETI

Holdings,

Inc. 

(a)

1,039,931‌

16,406,679‌

Consumer

Staples

-

0.8%

56,870‌

Sovos

Brands,

Inc. 

(a)

855,893‌

Energy

-

1.6%

49,765‌

Magnolia

Oil

&

Gas

Corp.

939,066‌

20,250‌

Matador

Resources

Co.

747,630‌

1,686,696‌

Financials

-

5.4%

17,595‌

Argo

Group

International

Holdings,

Ltd.

1,022,445‌

40,005‌

ConnectOne

Bancorp,

Inc.

1,308,564‌

2,270‌

Kinsale

Capital

Group,

Inc.

540,010‌

59,600‌

The

Bancorp,

Inc. 

(a)

1,508,476‌

33,310‌

Veritex

Holdings,

Inc.

1,325,072‌

5,704,567‌

Health-Care

-

9.1%

21,320‌

Apellis

Pharmaceuticals,

Inc. 

(a)

1,008,009‌

6,950‌

Arrowhead

Pharmaceuticals,

Inc. 

(a)

460,785‌

37,200‌

ChemoCentryx,

Inc. 

(a)

1,354,452‌

16,280‌

Codexis,

Inc. 

(a)

509,076‌

34,265‌

Cytokinetics,

Inc. 

(a)

1,561,799‌

12,080‌

Inari

Medical,

Inc. 

(a)

1,102,542‌

4,360‌

iRhythm

Technologies,

Inc. 

(a)

513,128‌

25,860‌

Pacira

BioSciences,

Inc. 

(a)

1,555,996‌

50,275‌

Supernus

Pharmaceuticals,

Inc. 

(a)

1,466,019‌

9,531,806‌

Shares

Security

Description

Value

Health-Care

Equipment

&

Services

-

14.3%

9,465‌

Acadia

Healthcare

Co.,

Inc. 

(a)

$

574,525‌

8,430‌

AMN

Healthcare

Services,

Inc. 

(a)

1,031,242‌

12,150‌

Biohaven

Pharmaceutical

Holding

Co.,

Ltd. 

(a)

1,674,393‌

7,945‌

Inmode,

Ltd. 

(a)

560,758‌

10,230‌

Inspire

Medical

Systems,

Inc. 

(a)

2,353,514‌

8,795‌

Omnicell,

Inc. 

(a)

1,586,970‌

17,985‌

OptimizeRx

Corp. 

(a)

1,117,048‌

20,485‌

OrthoPediatrics

Corp. 

(a)

1,226,232‌

4,805‌

Shockwave

Medical,

Inc. 

(a)

856,876‌

12,710‌

Tandem

Diabetes

Care,

Inc. 

(a)

1,913,109‌

32,010‌

Vocera

Communications,

Inc. 

(a)

2,075,528‌

14,970,195‌

Industrials

-

22.2%

3,965‌

Acuity

Brands,

Inc.

839,470‌

8,940‌

Advanced

Drainage

Systems,

Inc.

1,217,002‌

15,720‌

ArcBest

Corp.

1,884,042‌

23,400‌

Array

Technologies,

Inc. 

(a)

367,146‌

11,630‌

Astec

Industries,

Inc.

805,610‌

27,145‌

Calix,

Inc. 

(a)

2,170,786‌

13,505‌

Casella

Waste

Systems,

Inc. 

(a)

1,153,597‌

6,320‌

Chart

Industries,

Inc. 

(a)

1,007,977‌

10,510‌

Clean

Harbors,

Inc. 

(a)

1,048,583‌

8,940‌

GXO

Logistics,

Inc. 

(a)

812,020‌

5,780‌

John

Bean

Technologies

Corp.

887,577‌

27,400‌

Knight-Swift

Transportation

Holdings,

Inc.

1,669,756‌

17,165‌

Kornit

Digital,

Ltd. 

(a)

2,613,371‌

20,505‌

Montrose

Environmental

Group,

Inc. 

(a)

1,445,807‌

2,290‌

RBC

Bearings,

Inc. 

(a)

462,511‌

5,320‌

Saia,

Inc. 

(a)

1,792,999‌

8,960‌

The

Shyft

Group,

Inc.

440,205‌

38,265‌

Titan

Machinery,

Inc. 

(a)

1,289,148‌

5,225‌

TopBuild

Corp. 

(a)

1,441,630‌

23,349,237‌

Information

Technology

-

4.4%

9,040‌

Fabrinet 

(a)

1,070,969‌

9,180‌

SiTime

Corp. 

(a)

2,685,517‌

10,025‌

Sprout

Social,

Inc.,

Class A 

(a)

909,167‌

4,665,653‌

Materials

-

2.7%

41,590‌

Livent

Corp. 

(a)

1,013,964‌

45,555‌

Summit

Materials,

Inc.,

Class A 

(a)

1,828,578‌

2,842,542‌

Pharmaceuticals,

Biotechnology

&

Life

Sciences

-

0.3%

2,465‌

Intellia

Therapeutics,

Inc. 

(a)

291,462‌

Lisanti

Small

Cap

Growth

Fund

SCHEDULE

OF

INVESTMENTS

December

31,

2021

6

See

Notes

to

Financial

Statements.

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

as

of

December

31,

2021. 

The

inputs

or

methodology

used

for

valuing

securities

are

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

For

more

information

on

valuation

inputs,

and

their

aggregation

into

the

levels

used

in

the

table

below,

please

refer

to

the

Security

Valuation

section

in

Note

2

of

the

accompanying

Notes

to

Financial

Statements.

The

Level

1

value

displayed

in

this

table

is

Common

Stock.

The

Level

2

value

displayed

in

this

table

is

a

Money

Market

Fund.

Refer

to

this

Schedule

of

Investments

for

a

further

breakout

of

each

security

by

industry.

Shares

Security

Description

Value

Technology

-

18.2%

7,060‌

Ambarella,

Inc. 

(a)

$

1,432,404‌

29,520‌

Brilliant

Earth

Group,

Inc. 

(a)

533,131‌

8,230‌

Digital

Turbine,

Inc. 

(a)

501,948‌

9,815‌

Diodes,

Inc. 

(a)

1,077,785‌

112,830‌

Extreme

Networks,

Inc. 

(a)

1,771,431‌

5,680‌

Impinj,

Inc. 

(a)

503,816‌

43,595‌

Instructure

Holdings,

Inc. 

(a)

1,045,408‌

55,780‌

Integral

Ad

Science

Holding

Corp. 

(a)

1,238,874‌

23,150‌

Lattice

Semiconductor

Corp. 

(a)

1,783,939‌

7,290‌

Manhattan

Associates,

Inc. 

(a)

1,133,522‌

28,930‌

MaxLinear,

Inc. 

(a)

2,181,033‌

13,235‌

Rapid7,

Inc. 

(a)

1,557,627‌

3,835‌

SPS

Commerce,

Inc. 

(a)

545,912‌

7,875‌

Synaptics,

Inc. 

(a)

2,279,891‌

12,290‌

Vicor

Corp. 

(a)

1,560,584‌

19,147,305‌

Total

Common

Stock

(Cost

$84,935,104)

100,589,783‌

Shares

Security

Description

Value

Money

Market

Fund

-

4.4%

4,619,885‌

First

American

Treasury

Obligations

Fund,

Class X,

0.01% 

(b)

(Cost

$4,619,885)

4,619,885‌

Investments,

at

value

-

100.1%

(Cost

$89,554,989)

$

105,209,668‌

Other

Assets

&

Liabilities,

Net

-

(0.1)%

(98,333‌)

Net

Assets

-

100.0%

$

105,111,335‌

(a)

Non-income

producing

security.

(b)

Dividend

yield

changes

daily

to

reflect

current

market

conditions.

Rate

was

the

quoted

yield

as

of

December

31,

2021.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

100,589,783‌

Level

2

-

Other

Significant

Observable

Inputs

4,619,885‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

105,209,668‌

PORTFOLIO

HOLDINGS

(Unaudited)

%

of

Total

Investments

Business

Services

/

Industrials

1.1‌%

Consumer

Discretionary

15.6‌%

Consumer

Staples

0.8‌%

Energy

1.6‌%

Financials

5.4‌%

Health-Care

9.1‌%

Health-Care

Equipment

&

Services

14.2‌%

Industrials

22.2‌%

Information

Technology

4.4‌%

Materials

2.7‌%

Pharmaceuticals,

Biotechnology

&

Life

Sciences

0.3‌%

Technology

18.2‌%

Money

Market

Fund

4.4‌%

100.0‌%

Lisanti

Small

Cap

Growth

Fund

STATEMENT

OF

ASSETS

AND

LIABILITIES

December

31,

2021

7

See

Notes

to

Financial

Statements.

ASSETS

Investments,

at

value

(Cost

$89,554,989)

$

105,209,668‌

Receivables:

Fund

shares

sold

228,625‌

Dividends

48‌

Prepaid

expenses

13,257‌

Total

Assets

105,451,598‌

LIABILITIES

Payables:

Fund

shares

redeemed

199,849‌

Accrued

Liabilities:

Investment

adviser

fees

72,005‌

Fund

services

fees

13,333‌

Other

expenses

55,076‌

Total

Liabilities

340,263‌

NET

ASSETS

$

105,111,335‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

88,721,342‌

Distributable

earnings

16,389,993‌

NET

ASSETS

$

105,111,335‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

4,050,995‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE*

$

25.95‌

*

Shares

redeemed

or

exchanged

within

30

days

of

purchase

are

charged

a

1.00%

redemption

fee.

Lisanti

Small

Cap

Growth

Fund

STATEMENT

OF

OPERATIONS

YEAR

ENDED

DECEMBER

31,

2021

8

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

$

203,484‌

Interest

income

1,279‌

Total

Investment

Income

204,763‌

EXPENSES

Investment

adviser

fees

938,203‌

Fund

services

fees

264,028‌

Shareholder

service

fees

246,895‌

Custodian

fees

11,154‌

Registration

fees

27,979‌

Professional

fees

40,240‌

Trustees'

fees

and

expenses

5,034‌

Other

expenses

60,280‌

Total

Expenses

1,593,813‌

Fees

waived

(262,774‌)

Net

Expenses

1,331,039‌

NET

INVESTMENT

LOSS

(1,126,276‌)

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

on

investments

15,518,297‌

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

(5,524,730‌)

NET

REALIZED

AND

UNREALIZED

GAIN

9,993,567‌

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

8,867,291‌

Lisanti

Small

Cap

Growth

Fund

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

9

See

Notes

to

Financial

Statements.

For

the

Years

Ended

December

31,

2021

2020

OPERATIONS

Net

investment

loss

$

(1,126,276‌)

$

(750,049‌)

Net

realized

gain

15,518,297‌

17,663,499‌

Net

change

in

unrealized

appreciation

(depreciation)

(5,524,730‌)

15,685,158‌

Increase

in

Net

Assets

Resulting

from

Operations

8,867,291‌

32,598,608‌

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

(24,201,298‌)

(6,061,866‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

35,793,465‌

29,986,098‌

Reinvestment

of

distributions

22,707,455‌

5,223,300‌

Redemption

of

shares

(20,983,404‌)

(29,460,550‌)

Redemption

fees

2,361‌

2,383‌

Increase

in

Net

Assets

from

Capital

Share

Transactions

37,519,877‌

5,751,231‌

Increase

in

Net

Assets

22,185,870‌

32,287,973‌

NET

ASSETS

Beginning

of

Year

82,925,465‌

50,637,492‌

End

of

Year

$

105,111,335‌

$

82,925,465‌

SHARE

TRANSACTIONS

Sale

of

shares

1,101,079‌

1,334,920‌

Reinvestment

of

distributions

915,993‌

177,724‌

Redemption

of

shares

(644,518‌)

(1,161,159‌)

Increase

in

Shares

1,372,554‌

351,485‌

Lisanti

Small

Cap

Growth

Fund

FINANCIAL

HIGHLIGHTS

10

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

year

.

For

the

Years

Ended

December

31,

2021

2020

2019

2018

2017

NET

ASSET

VALUE,

Beginning

of

Year

$

30.96‌

$

21.76‌

$

17.71‌

$

18.81‌

$

18.74‌

INVESTMENT

OPERATIONS

Net

investment

loss

(a)

(0.38‌)

(0.28‌)

(0.25‌)

(0.21‌)

(0.33‌)

Net

realized

and

unrealized

gain

(loss)

3.32‌

11.66‌

4.78‌

(0.12‌)

5.43‌

Total

from

Investment

Operations

2.94‌

11.38‌

4.53‌

(0.33‌)

5.10‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

realized

gain

(7.95‌)

(2.18‌)

(0.48‌)

(0.77‌)

(5.03‌)

Total

Distributions

to

Shareholders

(7.95‌)

(2.18‌)

(0.48‌)

(0.77‌)

(5.03‌)

REDEMPTION

FEES(a)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

NET

ASSET

VALUE,

End

of

Year

$

25.95‌

$

30.96‌

$

21.76‌

$

17.71‌

$

18.81‌

TOTAL

RETURN

10.69‌%

52.85‌%

25.62‌%

(1.90‌)%

27.78‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000s

omitted)

$

105,111‌

$

82,925‌

$

50,637‌

$

33,801‌

$

13,919‌

Ratios

to

Average

Net

Assets:

Net

investment

loss

(1.14‌)%

(1.17‌)%

(1.20‌)%

(1.02‌)%

(1.61‌)%

Net

expenses

1.35‌%

1.35‌%

1.35‌%

1.37‌%

1.80‌%

Gross

expenses

(c)

1.61‌%

1.78‌%

1.98‌%

2.32‌%

3.15‌%

PORTFOLIO

TURNOVER

RATE

264‌%

314‌%

252‌%

220‌%

294‌%

footertext

(a)

Calculated

based

on

average

shares

outstanding

during

each

year.

(b)

Less

than

$0.01

per

share.

(c)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

Lisanti

Small

Cap

Growth

Fund

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2021

11

Note

1.

Organization

The

Lisanti

Small

Cap

Growth

Fund

(the

“Fund”)

is

a

diversified

portfolio

of

Forum

Funds

(the

“Trust”).

The

Trust

is

a

Delaware

statutory

trust

that

is

registered

as

an

open-end,

management

investment

company

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“Act”).

Under

its

Trust

Instrument,

the

Trust

is

authorized

to

issue

an

unlimited

number

of

the

Fund’s

shares

of

beneficial

interest

without

par

value.

The

Fund

commenced

operations

on

February

27,

2004.

The

Fund

seeks

maximum

capital

appreciation.

Note

2.

Summary

of

Significant

Accounting

Policies

The

Fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

under

Financial

Accounting

Standards

Board

Accounting

Standards

Codification

Topic

946,

“Financial

Services

–

Investment

Companies.”

These

financial

statements

are

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(“GAAP”),

which

require

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities,

the

disclosure

of

contingent

liabilities

at

the

date

of

the

financial

statements,

and

the

reported

amounts

of

increases

and

decreases

in

net

assets

from

operations

during

the

fiscal

year.

Actual

amounts

could

differ

from

those

estimates.

The

following

summarizes

the

significant

accounting

policies

of

the

Fund:

Security

Valuation

–

Securities

are

valued

at

market

prices

using

the

last

quoted

trade

or

official

closing

price

from

the

principal

exchange

where

the

security

is

traded,

as

provided

by

independent

pricing

services

on

each

Fund

business

day.

In

the

absence

of

a

last

trade,

securities

are

valued

at

the

mean

of

the

last

bid

and

ask

price

provided

by

the

pricing

service.

Shares

of

non-exchange

traded

open-end

mutual

funds

are

valued

at

net

asset

value

(“NAV”).

Short-term

investments

that

mature

in

sixty

days

or

less

may

be

valued

at

amortized

cost.

The

Fund

values

its

investments

at

fair

value

pursuant

to

procedures

adopted

by

the

Trust's

Board

of

Trustees

(the

"Board")

if

(1)

market

quotations

are

not

readily

available

or

(2)

the

Adviser,

as

defined

in

Note

3,

believes

that

the

values

available

are

unreliable.

The

Trust’s

Valuation

Committee,

as

defined

in

the

Fund’s

registration

statement,

performs

certain

functions

as

they

relate

to

the

administration

and

oversight

of

the

Fund’s

valuation

procedures.

Under

these

procedures,

the

Valuation

Committee

convenes

on

a

regular

and

ad

hoc

basis

to

review

such

investments

and

considers

a

number

of

factors,

including

valuation

methodologies

and

significant

unobservable

inputs,

when

arriving

at

fair

value.

The

Valuation

Committee

may

work

with

the

Adviser

to

provide

valuation

inputs.

In

determining

fair

valuations,

inputs

may

include

market-based

analytics

that

may

consider

related

or

comparable

assets

or

liabilities,

recent

transactions,

market

multiples,

book

values

and

other

relevant

investment

information.

Adviser

inputs

may

include

an

income-based

approach

in

which

the

anticipated

future

cash

flows

of

the

investment

are

discounted

in

determining

fair

value.

Discounts

may

also

be

applied

based

on

the

nature

or

duration

of

any

restrictions

on

the

disposition

of

the

investments.

The

Valuation

Committee

performs

regular

reviews

of

valuation

methodologies,

key

inputs

and

assumptions,

disposition

analysis

and

market

activity.

Lisanti

Small

Cap

Growth

Fund

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2021

12

Fair

valuation

is

based

on

subjective

factors

and,

as

a

result,

the

fair

value

price

of

an

investment

may

differ

from

the

security’s

market

price

and

may

not

be

the

price

at

which

the

asset

may

be

sold.

Fair

valuation

could

result

in

a

different

NAV

than

a

NAV

determined

by

using

market

quotes.

GAAP

has

a

three-tier

fair

value

hierarchy.

The

basis

of

the

tiers

is

dependent

upon

the

various

“inputs”

used

to

determine

the

value

of

the

Fund’s

investments.

These

inputs

are

summarized

in

the

three

broad

levels

listed

below:

Level

1

-

Quoted

prices

in

active

markets

for

identical

assets

and

liabilities.

Level

2

-

Prices

determined

using

significant

other

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

prepayment

speeds,

credit

risk,

etc.).

Short-term

securities

with

maturities

of

sixty

days

or

less

are

valued

at

amortized

cost,

which

approximates

market

value,

and

are

categorized

as

Level

2

in

the

hierarchy.

Municipal

securities,

long-term

U.S.

government

obligations

and

corporate

debt

securities

are

valued

in

accordance

with

the

evaluated

price

supplied

by

a

pricing

service

and

generally

categorized

as

Level

2

in

the

hierarchy.

Other

securities

that

are

categorized

as

Level

2

in

the

hierarchy

include,

but

are

not

limited

to,

warrants

that

do

not

trade

on

an

exchange,

securities

valued

at

the

mean

between

the

last

reported

bid

and

ask

quotation

and

international

equity

securities

valued

by

an

independent

third

party

with

adjustments

for

changes

in

value

between

the

time

of

the

securities’

respective

local

market

closes

and

the

close

of

the

U.S.

market.

Level

3

-

Significant

unobservable

inputs

(including

the

Fund’s

own

assumptions

in

determining

the

fair

value

of

investments).

The

aggregate

value

by

input

level,

as

of

December

31,

2021,

for

the

Fund’s

investments

is

included

in

the

Fund’s

Schedule

of

Investments.

Security

Transactions,

Investment

Income

and

Realized

Gain

and

Loss

–

Investment

transactions

are

accounted

for

on

the

trade

date.

Dividend

income

is

recorded

on

the

ex-dividend

date.

Foreign

dividend

income

is

recorded

on

the

ex-dividend

date

or

as

soon

as

possible

after

determining

the

existence

of

a

dividend

declaration

after

exercising

reasonable

due

diligence.

Income

and

capital

gains

on

some

foreign

securities

may

be

subject

to

foreign

withholding

taxes,

which

are

accrued

as

applicable.

Interest

income

is

recorded

on

an

accrual

basis.

Premium

is

amortized

to

the

next

call

date

above

par

and

discount

is

accreted

to

maturity

using

the

effective

interest

method.

Identified

cost

of

investments

sold

is

used

to

determine

the

gain

and

loss

for

both

financial

statement

and

federal

income

tax

purposes.

Distributions

to

Shareholders

–

Distributions

to

shareholders

of

net

investment

income,

if

any,

are

declared

and

paid

quarterly.

Distributions

to

shareholders

of

net

capital

gains

and

foreign

currency

gains,

if

any,

are

declared

and

paid

at

least

annually.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Distributions

are

based

on

amounts

calculated

in

accordance

with

applicable

federal

income

tax

regulations,

which

may

differ

from

GAAP.

These

differences

are

due

primarily

to

differing

treatments

of

income

and

gain

Lisanti

Small

Cap

Growth

Fund

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2021

13

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,

2021,

there

are

no

uncertain

tax

positions

that

would

require

financial

statement

recognition,

de-recognition

or

disclosure.

Income

and

Expense

Allocation

–

The

Trust

accounts

separately

for

the

assets,

liabilities

and

operations

of

each

of

its

investment

portfolios.

Expenses

that

are

directly

attributable

to

more

than

one

investment

portfolio

are

allocated

among

the

respective

investment

portfolios

in

an

equitable

manner.

Commitments

and

Contingencies

–

In

the

normal

course

of

business,

the

Fund

enters

into

contracts

that

provide

general

indemnifications

by

the

Fund

to

the

counterparty

to

the

contract.

The

Fund’s

maximum

exposure

under

these

arrangements

is

dependent

on

future

claims

that

may

be

made

against

the

Fund

and,

therefore,

cannot

be

estimated;

however,

based

on

experience,

the

risk

of

loss

from

such

claims

is

considered

remote.

The

Fund

has

determined

that

none

of

these

arrangements

requires

disclosure

on

the

Fund’s

balance

sheet.

Redemption

Fees

–

A

shareholder

who

redeems

or

exchanges

shares

within

30

days

of

purchase

will

incur

a

redemption

fee

of

1.00%

of

the

current

NAV

of

shares

redeemed

or

exchanged,

subject

to

certain

limitations.

The

fee

is

charged

for

the

benefit

of

the

remaining

shareholders

and

will

be

paid

to

the

Fund

to

help

offset

transaction

costs.

The

fee

is

accounted

for

as

an

addition

to

paid-in

capital.

The

Fund

reserves

the

right

to

modify

the

terms

of

or

terminate

the

fee

at

any

time.

There

are

limited

exceptions

to

the

imposition

of

the

redemption

fee.

Redemption

fees

incurred

for

the

Fund,

if

any,

are

reflected

on

the

Statements

of

Changes

in

Net

Assets.

Note

3.

Fees

and

Expenses

Investment

Adviser

–

Lisanti

Capital

Growth,

LLC

(the

“Adviser”)

is

the

investment

adviser

to

the

Fund.

Pursuant

to

an

investment

advisory

agreement,

the

Adviser

receives

an

advisory

fee,

payable

monthly,

from

the

Fund

at

an

annual

rate

of

0.95%

of

the

Fund’s

average

daily

net

assets.

Shareholder

Service

Plan

–

The

Trust

has

adopted

a

shareholder

service

plan

for

the

Fund

under

which

the

Fund

may

reimburse

the

Fund’s

administrator

for

amounts

paid

by

the

administrator

for

providing

shareholder

service

activities

that

are

not

otherwise

provided

by

the

transfer

agent.

The

Fund’s

administrator

may

make

such

payments

to

various

financial

institutions,

including

the

Adviser,

that

provide

shareholder

servicing

to

Lisanti

Small

Cap

Growth

Fund

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2021

14

their

customers

invested

in

the

Fund

in

amounts

of

up

to

0.25%

annually

of

the

average

daily

net

assets

of

the

Fund.

Distribution

–

Foreside

Fund

Services,

LLC

serves

as

the

Fund’s

distributor

(the

“Distributor”).

The

Fund

does

not

have

a

distribution

(12b-1)

plan;

accordingly,

the

Distributor

does

not

receive

compensation

from

the

Fund

for

its

distribution

services.

The

Adviser

compensates

the

Distributor

directly

for

its

services.

The

Distributor

is

not

affiliated

with

the

Adviser

or

Atlantic

Fund

Administration,

LLC,

a

wholly

owned

subsidiary

of

Apex

US

Holdings

LLC

(d/b/a

Apex

Fund

Services)

(“Apex”)

or

their

affiliates.

Other

Service

Providers

–

Apex

provides

fund

accounting,

fund

administration,

compliance

and

transfer

agency

services

to

the

Fund.

The

fees

related

to

these

services

are

included

in

Fund

services

fees

within

the

Statement

of

Operations.

Apex

also

provides

certain

shareholder

report

production

and

EDGAR

conversion

and

filing

services.

Pursuant

to

an

Apex

Services

Agreement,

the

Fund

pays

Apex

customary

fees

for

its

services.

Apex

provides

a

Principal

Executive

Officer,

a

Principal

Financial

Officer,

a

Chief

Compliance

Officer

and

an

Anti-Money

Laundering

Officer

to

the

Fund,

as

well

as

certain

additional

compliance

support

functions.

Trustees

and

Officers

–

Each

Independent

Trustee’s

annual

retainer

is

$31,000

($41,000

for

the

Chairman),

and

the

Audit

Committee

Chairman

receives

an

additional

$2,000

annually.

The

Trustees

and

Chairman

may

receive

additional

fees

for

special

Board

meetings.

Each

Trustee

is

also

reimbursed

for

all

reasonable

out-

of-pocket

expenses

incurred

in

connection

with

his

or

her

duties

as

a

Trustee,

including

travel

and

related

expenses

incurred

in

attending

Board

meetings.

The

amount

of

Trustees’

fees

attributable

to

the

Fund

is

disclosed

in

the

Statement

of

Operations.

Certain

officers

of

the

Trust

are

also

officers

or

employees

of

the

above

named

service

providers,

and

during

their

terms

of

office

received

no

compensation

from

the

Fund.

Note

4.

Fees

Waived

The

Adviser

has

contractually

agreed

to

waive

its

fee

and/or

reimburse

expenses

to

limit

total

annual

fund

operating

expenses

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

proxy

expenses,

and

extraordinary

expenses)

to

1.35%

through

April

30,

2022.

Other

Fund

service

providers

have

voluntarily

agreed

to

waive

a

portion

of

their

fees.

The

contractual

waivers

may

only

be

raised

or

eliminated

with

the

consent

of

the

Board

and

voluntary

fee

waivers

may

be

reduced

or

eliminated

at

any

time.

For

the

year

ended

December

31,

2021

,

fees

waived

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

and

(ii)

the

expense

cap

Investment

Adviser

Fees

Waived

Other

Waivers

Total

Fees

Waived

and

Expenses

Reimbursed

$

157,948‌

$

104,826‌

$

262,774‌

Lisanti

Small

Cap

Growth

Fund

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2021

15

in

place

at

the

time

the

fees/expenses

were

waived/reimbursed.

As

of

December

31,

2021,

$469,489

is

subject

to

recapture

by

the

Adviser.

Note

5.

Security

Transactions

The

cost

of

purchases

and

proceeds

from

sales

of

investment

securities

(including

maturities),

other

than

short-term

investments

during

the

year

ended

December

31,

2021,

totaled

$260,148,916

and

$249,438,153,

respectively.

Note

6.

Federal

Income

Tax

As

of

December

31,

2021

,

the

cost

of

investments

for

federal

income

tax

purposes

is

$89,946,955

and

the

components

of

net

unrealized

appreciation

consists

of:

Distributions

paid

during

the

fiscal

years

ended

as

noted

were

characterized

for

tax

purposes

as

follows:

As

of

December

31,

2021,

distributable

earnings

on

a

tax

basis

were

as

follows:

The

difference

between

components

of

distributable

earnings

on

a

tax

basis

and

the

amounts

reflected

in

the

Statement

of

Assets

and

Liabilities

are

primarily

due

to

wash

sales.

For

tax

purposes,

the

current

year

post

October

loss

was

$

558,002

(realized

during

the

period

November

1,

2021

through

December

31,

2021

).

This

loss

will

be

recognized

for

tax

purposes

on

the

first

business

day

of

the

Fund’s

next

fiscal

year,

January

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

the

Fund

has

had

no

such

events.

Management

has

evaluated

the

need

for

additional

disclosures

and/or

adjustments

resulting

from

subsequent

events.

Based

Gross

Unrealized

Appreciation

$

17,010,107‌

Gross

Unrealized

Depreciation

(1,747,394‌)

Net

Unrealized

Appreciation

$

15,262,713‌

2021

2020

Ordinary

Income

$

18,710,341‌

$

4,560,285‌

Long-Term

Capital

Gain

5,490,957‌

1,501,581‌

$

24,201,298‌

$

6,061,866‌

Undistributed

Long-Term

Gain

$

1,685,282‌

Capital

and

Other

Losses

(558,002‌)

Unrealized

Appreciation

15,262,713‌

Total

$

16,389,993‌

Lisanti

Small

Cap

Growth

Fund

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2021

16

on

this

evaluation,

no

additional

disclosures

or

adjustments

were

required

to

the

financial

statements

as

of

the

date

the

financial

statements

were

issued.

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

17

To

the

Board

of

Trustees

of

Forum

Funds

and

the

Shareholders

of

Lisanti

Small

Cap

Growth

Fund

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities

of

Lisanti

Small

Cap

Growth

Fund,

a

series

of

shares

of

beneficial

interest

in

Forum

Funds

(the

“Fund”),

including

the

schedule

of

investments,

as

of

December

31,

2021,

and

the

related

statement

of

operations

for

the

year

then

ended,

the

statements

of

changes

in

net

assets

for

each

of

the

years

in

the

two-year

period

then

ended

and

the

financial

highlights

for

each

of

the

years

in

the

five-year

period

then

ended,

and

the

related

notes

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

as

of

December

31,

2021,

and

the

results

of

its

operations

for

the

year

then

ended,

the

changes

in

its

net

assets

for

each

of

the

years

in

the

two-year

period

then

ended

and

its

financial

highlights

for

each

of

the

years

in

the

five-year

period

then

ended,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund's

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

law

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audits

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

The

Fund

is

not

required

to

have,

nor

were

we

engaged

to

perform,

an

audit

of

its

internal

control

over

financial

reporting.

As

part

of

our

audits

we

are

required

to

obtain

an

understanding

of

internal

control

over

financial

reporting

but

not

for

the

purpose

of

expressing

an

opinion

on

the

effectiveness

of

the

Fund’s

internal

control

over

financial

reporting.

Accordingly,

we

express

no

such

opinion.

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

18

Our

audits

included

performing

procedures

to

assess

the

risk

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

December

31,

2021

by

correspondence

with

the

custodian.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

BBD,

LLP

We

have

served

as

the

auditor

of

one

or

more

of

the

Funds

in

the

Forum

Funds

since

2008.

Philadelphia,

Pennsylvania

February

25,

2022

Lisanti

Small

Cap

Growth

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2021

19

Investment

Advisory

Agreement

Approval

At

the

September

9,

2021

Board

meeting,

the

Board,

including

the

Independent

Trustees,

considered

the

approval

of

the

continuance

of

the

investment

advisory

agreement

between

the

Adviser

and

the

Trust

pertaining

to

the

Lisanti

Small

Cap

Growth

Fund

(the

“Advisory

Agreement”).

In

preparation

for

its

deliberations,

the

Board

requested

and

reviewed

written

responses

from

the

Adviser

to

a

due

diligence

questionnaire

circulated

on

the

Board's

behalf

concerning

the

services

provided

by

the

Adviser.

The

Board

also

discussed

the

materials

with

Fund

counsel

and,

as

necessary,

with

the

Trust's

administrator.

During

its

deliberations,

the

Board

received

an

oral

presentation

from

the

Adviser,

and

was

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

considered

the

performance

of

the

Fund

compared

to

its

primary

benchmark

index

and

compared

to

an

Lisanti

Small

Cap

Growth

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2021

20

independent

peer

group

of

funds

identified

by

Strategic

Insight

as

having

characteristics

similar

to

the

Fund

(“Peer

Group”).

The

Board

observed

that

the

Fund

outperformed

the

Russell

2000

Growth

Index,

the

Fund’s

primary

benchmark

index,

for

the

one-,

three-,

five-,

and

10-year

periods

ended

June

30,

2021,

and

for

the

period

since

the

Fund’s

inception

on

February

27,

2004.

The

Board

also

observed

that,

based

on

the

information

provided

by

Strategic

Insight,

the

Fund

outperformed

the

median

of

the

funds

in

the

Peer

Group

for

the

one-,

three-,

five-,

and

10-year

periods

June

30,

2021.

The

Board

noted

the

Adviser’s

representation

that

stock

selection

was

the

primary

driver

of

the

Fund’s

relative

outperformance.

Based

on

the

foregoing

and

other

applicable

considerations,

the

Board

determined

that

the

Fund

and

its

shareholders

could

benefit

from

the

Adviser’s

continued

management

of

the

Fund.

Compensation

The

Board

evaluated

the

Adviser’s

compensation

for

providing

advisory

services

to

the

Fund

and

analyzed

comparative

information

on

the

net

advisory

fee

rate

and

total

expense

ratio

of

the

Fund

compared

to

its

Peer

Group.

The

Board

observed

that

the

Adviser’s

advisory

fee

rate

and

the

Fund’s

total

expense

ratio

were

each

higher

than

the

median

of

the

funds

in

the

Peer

Group.

The

Board

noted

the

Adviser’s

representation

that

the

advisory

fee

rate

and

the

Fund’s

actual

total

expense

ratio

were

within

a

reasonable

range

of

the

median

of

the

funds

in

the

Peer

Group.

The

Board

also

noted

that

the

Adviser

implemented

reductions

in

the

contractual

advisory

fee

rate

and

expense

cap

for

the

Fund

in

2018.

Based

on

the

foregoing

and

other

applicable

considerations,

the

Board

concluded

that

the

Adviser’s

advisory

fee

rate

charged

to

the

Fund

was

reasonable.

Cost

of

Services

and

Profitability

The

Board

evaluated

information

provided

by

the

Adviser

regarding

the

costs

of

services

and

its

profitability

with

respect

to

the

Fund.

In

this

regard,

the

Board

considered

the

Adviser’s

resources

devoted

to

the

Fund,

as

well

as

the

information

provided

by

the

Adviser

regarding

the

costs

and

profitability

of

its

Fund

activities.

The

Board

noted

the

Adviser’s

representation

that,

although

the

Adviser

did

not

maintain

separately

identifiable

profit

and

loss

information

for

the

Fund

relative

to

its

other

advisory

businesses,

the

Adviser

believed

that

it’s

anticipated

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.

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

Lisanti

Small

Cap

Growth

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2021

21

to

increase

but

that,

in

light

of

the

Fund’s

relatively

low

asset

level

and

the

costly,

research-intensive

nature

of

the

Fund’s

investment

strategy,

the

Adviser

was

not

proposing

breakpoints

in

the

advisory

fee

at

this

time.

Based

on

the

foregoing

information,

and

in

light

of

the

size

of

the

Fund,

the

Board

concluded

that

that

economies

of

scale

did

not

currently

warrant

further

consideration.

Other

Benefits

The

Board

noted

the

Adviser’s

representation

that

it

would

be

receiving

a

benefit

arising

from

the

use

of

soft

dollars

in

connection

with

Fund

trades

for

the

acquisition

of

research

that

would

benefit

not

only

the

Fund,

but

potentially

other

clients

of

the

Adviser.

The

Board

concluded

that

the

other

benefits

received

were

not

a

material

factor

in

approving

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

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

the

Trust’s

Valuation

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,

2020

through

June

30,

2021

in

order

to

prepare

a

written

report

to

the

Board

for

review

at

its

meeting

held

on

September

9,

2021.

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

Lisanti

Small

Cap

Growth

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2021

22

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

(800)

441-7031

and

on

the

U.S.

Securities

and

Exchange

Commission's

(the

"SEC")

website

at

www.sec.gov.

The

Fund’s

proxy

voting

record

for

the

most

recent

twelve-month

period

ended

June

30

is

available,

without

charge

and

upon

request,

by

calling

(800)

441-7031

and

on

the

SEC’s

website

at

www.sec.gov.

Availability

of

Quarterly

Portfolio

Schedules

The

Fund

files

its

complete

schedule

of

portfolio

holdings

with

the

SEC

for

the

first

and

third

quarters

of

each

fiscal

year

on

Form

N-PORT.

Forms

N-PORT

are

available

free

of

charge

on

the

SEC’s

website

at

www.sec.gov.

Shareholder

Expense

Example

As

a

shareholder

of

the

Fund,

you

incur

two

types

of

costs:

(1)

transaction

costs,

including

redemption

fees

and

exchange

fees,

and

(2)

ongoing

costs,

including

management

fees

and

other

Fund

expenses.

This

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

Fund,

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

The

example

is

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

for

the

entire

period

from

July

1,

2021

through

December

31,

2021.

Actual

Expenses

–

The

first

line

of

the

table

below

provides

information

about

actual

account

values

and

actual

expenses.

You

may

use

the

information

in

this

line,

together

with

the

amount

you

invested,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

in

the

first

line

under

the

heading

entitled

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

the

period.

Hypothetical

Example

for

Comparison

Purposes

–

The

second

line

of

the

table

below

provides

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

The

Lisanti

Small

Cap

Growth

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2021

23

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

You

may

use

this

information

to

compare

the

ongoing

costs

of

investing

in

the

Fund

and

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

the

expenses

shown

in

the

table

are

meant

to

highlight

your

ongoing

costs

only

and

do

not

reflect

any

transactional

costs,

such

as

redemption

fees

and

exchange

fees.

Therefore,

the

second

line

of

the

table

is

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

In

addition,

if

these

transactional

costs

had

been

included,

your

costs

would

have

been

higher.

Federal

Tax

Status

of

Dividends

Declared

during

the

Fiscal

Year

For

federal

income

tax

purposes,

dividends

from

short-term

capital

gains

are

classified

as

ordinary

income.

The

Fund

designates

1.21

%

of

its

income

dividend

distributed

as

qualifying

for

the

corporate

dividends-

received

deduction

(DRD)

and

1.28

%

for

the

qualified

dividend

rate

(QDI)

as

defined

in

Section

1(h)(11)

of

the

Code.

The

Fund

also

designates

100.00

%

as

short-term

capital

gain

dividends

exempt

from

U.S.

tax

for

foreign

shareholders

(QSD).

The

Fund

paid

long-term

capital

gain

dividends

of

$5,490,957.

Trustees

and

Officers

of

the

Trust

The

Board

is

responsible

for

oversight

of

the

management

of

the

Trust’s

business

affairs

and

of

the

exercise

of

all

the

Trust’s

powers

except

those

reserved

for

the

shareholders.

The

following

table

provides

information

about

each

Trustee

and

certain

officers

of

the

Trust.

Each

Trustee

and

officer

holds

office

until

the

person

resigns,

is

removed

or

is

replaced.

Unless

otherwise

noted,

the

persons

have

held

their

principal

occupations

for

more

than

five

years.

The

address

for

all

Trustees

and

officers

is

Three

Canal

Plaza,

Suite

600,

Portland,

Maine

04101.

The

Fund’s

Statement

of

Additional

Information

includes

additional

information

about

the

Trustees

and

is

available,

without

charge

and

upon

request,

by

calling

(800)

441-7031.

Beginning

Account

Value

July

1,

2021

Ending

Account

Value

December

31,

2021

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Actual

$

1,000.00

$

1,002.27

$

6.81

1.35%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,018.40

$

6.87

1.35%

*

Expenses

are

equal

to

the

Fund’s

annualized

expense

ratio

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half-year

(184)

divided

by

365

to

reflect

the

half-year

period.

Lisanti

Small

Cap

Growth

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2021

24

(1)

Jessica

Chase

is

currently

an

interested

person

of

the

Trust,

as

defined

in

the

1940

Act,

due

to

her

affiliation

with

Apex

Fund

Services

and

her

role

as

President

of

the

Trust.

Apex

Fund

Services

is

a

wholly

owned

subsidiary

of

Apex

US

Holdings

LLC.

Name

and

Year

of

Birth

Position

with

the

Trust

Length

of

Time

Served

Principal

Occupation(s)

During

Past

Five

Years

Number

of

Series

in

Fund

Complex

Overseen

By

Trustee

Other

Directorships

Held

By

Trustee

During

Past

Five

Years

Independent

Trustees

David

Tucker

Born:

1958

Trustee;

Chairman

of

the

Board

Since

2011

and

Chairman

since

2018

Director,

Blue

Sky

Experience

(a

charitable

endeavor)

since

2008;

Senior

Vice

President

&

General

Counsel,

American

Century

Companies

(an

investment

management

firm)

1998-2008.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Mark

D.

Moyer

Born:

1959

Trustee;

Chairman

of

the

Audit

Committee

Since

2018

Chief

Financial

Officer,

Freedom

House

(a

NGO

advocating

political

freedom

and

democracy)

since

2017;

independent

consultant

providing

interim

CFO

services,

principally

to

non-profit

organizations,

2011-2017.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Jennifer

Brown-

Strabley

Born:

1964

Trustee

Since

2018

Principal,

Portland

Global

Advisors

(a

registered

investment

adviser),

1996-2010.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Interested

Trustees

(1)

Jessica

Chase

Born:

1970

Trustee

Since

2018

Director,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Lisanti

Small

Cap

Growth

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2021

25

Name

and

Year

of

Birth

Position

with

the

Trust

Length

of

Time

Served

Principal

Occupation(s)

During

Past

5

Years

Officers

Jessica

Chase

Born:

1970

President;

Principal

Executive

Officer

Since

2015

Director,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Karen

Shaw

Born:

1972

Treasurer;

Principal

Financial

Officer

Since

2008

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Zachary

Tackett

Born:

1988

Vice

President;

Secretary

and

Anti-Money

Laundering

Compliance

Officer

Since

2014

Senior

Counsel,

Apex

Fund

Services

since

2019;

Counsel,

Atlantic

Fund

Services

2014-2019.

Michael

J.

McKeen

Born:

1971

Vice

President

Since

2009

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Timothy

Bowden

Born:

1969

Vice

President

Since

2009

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2008-

2019.

Geoffrey

Ney

Born:

1975

Vice

President

Since

2013

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2013-

2019.

Todd

Proulx

Born:

1978

Vice

President

Since

2013

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2013-

2019.

Carlyn

Edgar

Born:

1963

Chief

Compliance

Officer

and

Vice

President

Chief

Compliance

Officer

2008-2016

and

2021-current;

Vice

President

since

2008

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Lisanti

Small

Cap

Growth

Fund

P.O.

Box

588

Portland,

ME

04112

(800)

441-7031

www.lisantismallcap.com

Investment

Adviser

Lisanti

Capital

Growth,

LLC

475

Park

Avenue

South,

9th

Floor

New

York,

NY

10016

Distributor

Foreside

Fund

Services,

LLC

Three

Canal

Plaza

Suite

100

Portland,

ME

04101

www.foreside.com

This

report

is

submitted

for

the

general

information

of

the

shareholders

of

the

Fund.

It

is

not

authorized

for

distribution

to

prospective

investors

unless

preceded

or

accompanied

by

an

effective

prospectus,

which

includes

information

regarding

the

Fund’s

risks,

objectives,

fees

and

expenses,

experience

of

its

management

and

other

information.

228

-

ANR

-

1221

Annual

Report

DECEMBER

31,

2021

Table

of

Contents

A

Message

to

Our

Shareholders

(Unaudited)

1

Performance

Chart

and

Analysis

(Unaudited)

7

Schedule

of

Investments

8

Statement

of

Assets

and

Liabilities

11

Statement

of

Operations

12

Statements

of

Changes

in

Net

Assets

13

Financial

Highlights

14

Notes

to

Financial

Statements

15

Report

of

Independent

Registered

Public

Accounting

Firm

22

Additional

Information

(Unaudited)

23

1

Polaris

Global

Value

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

DECEMBER

31,

2021

Dear

Fellow

Shareholder,

COVID-19

continued

to

roil

markets

throughout

the

year,

as

the

Delta

and

Omicron

variants

weaved

across

the

globe,

with

developed

and

emerging

countries

navigating

uneven

vaccine

distribution.

Yet

markets

were

fairly

resilient

throughout,

with

notable

gains

in

all

but

the

third

quarter

of

2021.

For

the

year

ending

2021,

the

MSCI

World

Index

(the

“benchmark”)

returned

21.82%,

while

the

Polaris

Global

Value

Fund

(the

“Fund”)

was

up

15.36%.

Mirroring

fourth

quarter

commentary,

the

Fund

underperformed

due

to

a

sizeable

underweight

in

a

strong

U.S.

market

driven

by

growth

stocks,

as

well

as

subpar

performance

from

a

handful

of

holdings

in

out-of-benchmark

countries.

The

Fund

saw

gains

of

20%

or

more

in

energy,

consumer

discretionary,

health

care

and

financial

sectors,

partially

offset

by

modest

returns

in

communication

services,

materials

and

information

technology.

*Inception-to-date

(Inception

7/31/1989)

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Returns

for

more

than

one

year

are

annualized.

Investment

return

and

principal

value

will

fluctuate

so

that

an

investor's

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

For

the

most

recent

month

end

performance,

please

call

(888)

263-5594.

Short‐term

performance

is

not

a

good

indication

of

the

Fund's

future

performance,

and

an

investment

should

not

be

made

based

solely

on

returns.

As

stated

in

the

current

prospectus,

the

Fund’s

total

annual

operating

expense

ratio

is

1.24%.

The

Fund’s

annual

operating

expense

ratio

has

been

reduced

to

0.99%,

effective

as

of

January

1,

2014

through

April

30,

2022,

due

to

the

Adviser’s

contractual

agreement

to

waive

its

fee

and/or

reimburse

expenses

to

limit

Total

Annual

Fund

Operating

Expenses.

Shares

redeemed

or

exchanged

within

180

days

of

purchase

will

be

charged

a

1.00%

fee.

Fund

performance

returns

shown

do

not

reflect

this

fee;

if

reflected,

the

returns

would

have

been

lower.

2021

PERFORMANCE

ANALYSIS:

Financials

were

the

largest

contributor,

partially

due

to

the

21%

portfolio

weighting,

as

well

as

robust

results

from

most

U.S.

financial

holdings.

Capital

One,

Webster

Financial

and

JPMorgan

Chase

were

among

the

holdings

in

double-digit

positive

territory

amid

prospects

of

higher

interest

rates

(and

the

coinciding

higher

net

interest

margins)

as

the

Fed

seeks

to

curb

rising

inflation.

Capital

One

and

JPMorgan

Chase

also

noted

stable

credit

quality

across

their

consumer

and

corporate

portfolios,

with

abnormally

low

credit

charge-offs.

Pandemic

and

post-hurricane

recoveries

bolstered

macro-economic

conditions

in

Puerto

Rico,

a

boon

for

regional

banks

like

Popular

Inc.

The

bank

had

consistently

healthy

earnings

throughout

the

year,

with

higher

net

income,

increased

credit/debit

spending,

strong

auto

and

mortgage

originations

and

more

deposits.

Canada-

based

Toronto-Dominion

Bank

announced

great

results

on

the

back

of

higher

domestic

consumer

spending

and

a

resilient

housing

market;

the

bank

also

noted

margin

expansion

in

its

U.S.

retail

business.

Positioned

in

a

resilient

Norwegian

economy,

Sparebank

1

SR

reported

higher

loan

growth

in

a

solid

housing

market,

as

well

as

lower

quarter-over-quarter

impairments

and

operating

costs.

In

Switzerland,

Chubb

advanced

more

than

25%

after

experiencing

fewer

catastrophic

loss

claims,

while

increasing

premiums.

In

contrast,

Bancolombia

SA

had

a

tough

start

to

the

year

with

political

headwinds

2021

Annualized

As

of  December

31,

2021

YTD

Q

IV

Q

III

Q

II

Q

I

1

Yr

3

Yrs

5

Yrs

10

Yrs

15

Yrs

20

Yrs

ITD*

Polaris

Global

Value

Fund

15.36%

2.41%

-1.06%

2.70%

10.89%

15.36%

14.76%

9.75%

11.98%

6.02%

9.60%

9.54%

MSCI

World

Index,

net

dividends

reinvested

21.82%

7.77%

-0.01%

7.74%

4.92%

21.82%

21.70%

15.03%

12.70%

7.43%

8.06%

7.50%

2

Polaris

Global

Value

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

DECEMBER

31,

2021

in

South

America

leading

to

the

election

of

a

Leftist

government

which

sparked

fears

of

a

crackdown

on

fee

income

for

banks.

However,

the

stock

did

recover

later

in

the

year

as

news

came

out

regarding

new

shareholder

ownership.

Gilinski

Group

has

made

a

public

acquisition

offer

for

approximately

25%

of

Grupo

Sura’s

shares;

And

Grupo

Sura

owns

46%

of

common

and

25%

of

Bancolombia’s

shares.

Crocs

was

the

single

largest

contributor

to

Fund

performance

for

the

year,

and

boosted

results

in

the

consumer

discretionary

sector.

Up

more

than

100%,

Crocs

cited

record

revenues

that

beat

the

highest

estimates

and

raised

its

full

year

forecast

despite

supply

disruptions.

Revenue

growth

was

notable

in

all

regions,

especially

the

Americas;

the

company

continued

to

capitalize

on

the

work-from-home

trend

where

comfortable

footwear

is

the

norm.

Inchcape

reported

remarkable

first

half

results

and

upgraded

full

year

guidance

due

to

good

performance

in

all

regions,

higher

margins,

and

the

ongoing

benefit

of

the

overhead

reduction

program.

The

company

also

announced

a

new

strategic

partnership

with

Greely

to

distribute

cars

in

Chile,

a

partnership

that

is

expected

to

expand

over

time.

Sony

Group

Corp.

added

to

sector

returns,

as

the

Japanese

company

announced

resilient

quarterly

results

across

all

divisions

(TVs,

cameras,

sensor

imaging,

gaming)

and

revised

up

full-year

guidance.

Additionally,

Sony

and

Taiwan

Semiconductor

Manufacturing

Company

entered

into

a

joint

venture

to

build

a

new

$7

billion

fab

facility

in

Japan,

with

the

goal

of

mass-producing

chips

in

that

facility

by

2024.

This

venture

is

expected

to

smooth

out

the

supply

of

critical

image

sensor

chip

components

for

Sony

products

and

other

electronics

makers.

The

Fund’s

healthcare

holdings

boosted

portfolio

performance,

with

the

sector

up

more

than

23%

for

the

year.

CVS

Health

Corp.

reported

better-than-expected

results,

projecting

high

single-digit

earnings

built

around

their

fully

integrated

health

care

provider

network

and

investment

in

primary

care

services.

The

company’s

COVID

response,

offering

both

testing

and

vaccines,

validated

their

strategic

business

model

directing

people

into

their

pharmacies

for

healthcare

procedures,

not

just

prescriptions.

Laboratory

Corp.

of

America

achieved

robust

results

throughout

the

year

that

generally

outperformed

market

estimates.

The

company

increased

full

year

guidance

as

patients

and

pharmaceutical

clients

have

accelerated

their

return

to

normal

health

care

and

business

activities.

Insurers

UnitedHealth

Group

Inc.

and

Anthem

Inc.

had

impressive

earnings

backed

by

expansion

of

their

provider

networks.

In

contrast,

Jazz

Pharmaceuticals

declined

more

than

30%,

making

it

one

of

the

worst

Fund

performers

for

the

year.

The

Irish

company

launched

Xywav

in

2020,

and

has

outperformed

estimates

for

four

consecutive

quarters.

A

“product

of

its

own

success”,

Jazz

now

faces

near-term

competition

from

authorized

generics

ahead

of

the

slated

2023

timeframe.

The

market

is

interpreting

this

news

as

an

intellectual

property

threat

to

Jazz's

oxybate

franchise;

however,

we

view

this

as

a

positive

as

recent

surveys

suggest

most

patients

prefer

Jazz’s

Xywav

formulation

over

the

generic

version.

The

communication

services

sector

was

under

pressure,

as

Fund

holdings

Cineworld

Group

and

Discovery

Inc.

suffered

double-digit

declines.

Cineworld

has

not

only

been

wrestling

with

the

pandemic

for

the

past

18

months,

but

it

has

also

been

embroiled

in

a

legal

fight

with

Cineplex,

a

Canadian

theatre

operator.

Cineworld

had

agreed

to

acquire

Cineplex

shortly

before

the

pandemic.

Following

the

outbreak,

the

deal

was

terminated,

with

Cineplex

claiming

rights

to

break-up

fees.

Following

a

lengthy

court

battle,

the

judge

ruled

in

favor

of

Cineplex

with

a

$950

million

judgment,

which

Cineworld

will

appeal.

Weakness

in

the

Discovery

stock

was

due

to

lower-than-expected

subscriber

numbers.

Balancing

out

these

losses

were

Publicis

Groupe

SA

and

Ipsos

SA,

both

up

approximately

40%

for

the

year.

French

advertising

and

market

research

company

Publicis

posted

good

quarterly

earnings,

with

organic

growth

noted

in

U.S.

and

Asian

operations;

European

operations

showed

sequential

improvement.

The

company

is

grabbing

a

disproportionate

amount

of

client

investment

in

3

Polaris

Global

Value

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

DECEMBER

31,

2021

digital

channels,

e-commerce

and

direct-to-consumer

advertising.

Ipsos

highlighted

organic

and

acquisitive

growth

at

the

company,

announcing

the

acquisition

of

a

U.K.

employee

research

firm,

Karian

and

Box.

The

Fund

portfolio

was

underweight

and

underperformed

the

benchmark

information

technology

sector,

due

to

lackluster

results

from

Catcher

Technology,

Brother

Industries

and

Samsung

Electronics.

Catcher

Technology’s

revenues

were

down

as

a

result

of

component

shortages

in

the

supply

chain.

Samsung

reported

upbeat

results,

but

the

stock

was

down

as

the

market

feared

the

strong

memory

price

cycle

may

be

weakening

given

high

inventory

levels

at

the

customer

level.

Brother

Industries

reported

decent

quarterly

results

and

revised

guidance

upward,

yet

concerns

arose

about:

1)

temporary

shutdowns

due

to

part

shortages,

as

was

the

case

at

Brother’s

Vietnam

factory

in

December,

2)

a

waning

work-from-home

customer

base

as

workers

returned

to

offices

and

3)

logistics

headwinds.

On

the

bright

side,

Microsoft

had

stellar

returns,

up

more

than

50%

on

the

year

as

it

continued

to

see

good

performance

across

all

divisions.

Microsoft

continues

to

benefit

from

the

work-from-home

trend,

with

Microsoft

Office

and

cloud-based

business

Azure

still

seeing

traction.

Returns

in

the

materials

sectors

were

underwhelming,

with

some

of

the

best

and

worst

performers

in

the

portfolio.

Berry

Global

Group

Inc.,

Yara

International

and

Linde

PLC

each

gained

in

excess

of

30%

for

the

year,

while

Canadian

methanol

producer,

Methanex,

dropped

more

than

13%.

Plastics

packaging

company

Berry

Global

reported

robust

quarterly

results,

with

organic

growth

across

all

business

segments.

Linde’s

streak

of

operational

and

financial

excellence

continued

as

volumes

and

prices

rose,

leading

to

healthy

quarterly

sales

coupled

with

margin

improvement.

While

methanol

prices

are

still

at

very

good

levels,

Methanex

is

facing

some

challenges

including:

the

Geismar

3

expansion,

although

it

is

coming

in

better

than

budget;

softer

Chinese

demand

for

methanol-to-olefins;

and

production

issues

in

New

Zealand

and

Trinidad.

Pandemic-induced

volatility

presented

opportunities

to

further

enhance

the

valuation

of

the

portfolio

with

the

addition

of

new

investment

ideas

that

fell

into

value

territory

on

short-term

swings.

We

purchased

approximately

a

dozen

companies

during

the

year

that

we

believe

have

solid

upside

potential,

while

selling

those

that

were

more

richly

priced.

Among

the

new

buys

were:

U.S.

logistics/e-commerce

transporter

Fed-Ex;

U.S.-based

biopharmaceutical

producer

United

Therapeutics

Corp.;

Allison

Transmission,

the

global

leader

in

supplying

a

fully

automatic

transmission

within

medium

to

heavy-duty

trucks;

FlatexDegiro,

a

pan-European

online

brokerage

business

with

a

dominant

market

share;

LG

Electronics,

a

global

leader

in

home

appliances;

Discovery

Inc.,

a

content

developer

and

distributor

in

the

U.S.

with

differentiated

product

offerings;

Alrosa

PJSC,

a

low-cost

producer

of

rough

diamonds

in

a

duopoly

structure

(Alrosa

and

De

Beers

control

two

thirds

of

the

rough

diamond

market);

Irish

biopharmaceutical

company

Jazz

Pharmaceuticals;

Canadian

base

metals

miner

Lundin

Mining;

and

three

Japanese

companies,

including

construction/real

estate

firm

Daito

Trust

Construction,

diversified

business

conglomerate

Marubeni

Corp.,

and

consumer

printer/ink

supply

company

Brother

Industries.

We

exacted

healthy

profits

from

the

vast

majority

of

our

sales,

including

Allete,

Verizon

Communications,

Tapestry

Inc.,

Ameris

Bancorp,

Lanxess

AG,

Alexion

Pharmaceuticals,

Signature

Aviation,

Quest

Diagnostics,

and

Valmet

OYJ,

to

name

a

few.

Other

sales

included

Coca-Cola

Europacific

Partners,

South

Korean

tobacco/ginseng

company

KT&G

Corp.,

Thai

bank

Siam

Commercial

and

investment

management

company

Franklin

Resources.

4

Polaris

Global

Value

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

DECEMBER

31,

2021

The

following

table

shows

the

Fund’s

asset

allocation

at

December

31,

2021.

Table

may

not

cross

foot

due

to

rounding.

INVESTMENT

ENVIRONMENT

AND

STRATEGY:

The

ultimate

recovery

from

the

pandemic

continues

to

drag

out,

with

developing

countries

rebounding

at

a

much

slower

rate

than

developed

countries

where

vaccination

rates

are

higher.

The

Omicron

variant

added

another

wrinkle

to

the

recovery;

however,

initial

analysis

shows

that

despite

the

increased

virulence,

severity

appears

less

with

fewer

hospitalizations

and

fatalities.

This

supports

the

thesis

that

we

are

moving

from

a

pandemic

to

an

endemic

disease,

with

a

congruent

lessening

economic

impact.

Yet,

ongoing

labor

issues,

shortages,

and

supply/demand

imbalances

are

translating

into

higher

input

prices.

Notwithstanding

our

long-held

observations

that

we

have

been

in

a

longer-term

deflationary

market,

short-term

inflation

will

persist

until

global

economic

competition

returns.

Inflation

should

help

many

of

our

portfolio

companies

and

we're

clearly

seeing

almost

all

the

companies

able

to

raise

prices

and

ultimately

cash

flow.

In

particular,

the

financial

sector

should

benefit

from

this

trend.

Assuming

that

inflation

doesn't

hurt

low

loan

performance

and

credit

quality,

it

should

help

banks’

net

interest

margins.

Materials

companies

and

many

of

the

low-cost

producers

that

are

hallmarks

of

the

Polaris

portfolio

should

benefit

nicely

as

they

adjust

prices

upward

and

add

to

margins.

Margin

adjustments

may

take

time

to

develop

since

selling

price

increases

may

lag

cost

increases.

We

have

anticipated

many

of

these

trends

and

believe

that

our

Fund

is

largely

positioned

to

avoid

the

negative

impact

and

hopefully

benefit

from

the

coming

changes

in

the

world

economy.

Our

research

pipeline

remains

active

as

we

capitalize

on

pockets

of

volatility

driven

by

COVID

waves,

supply

chain

disruptions,

etc.

to

purchase

undervalued

companies.

We

are

optimistic

that

the

opportunity

set

could

be

fruitful

in

2022.

The

challenge

is

waiting

for

the

recovery

to

transpire

and

drive

realized

value

of

our

existing

holdings.

This

will

allow

us

to

make

room

for

new

holdings

in

our

Fund

and

act

on

the

many

attractive

ideas

coming

through

our

screens.

As

always,

we

welcome

your

questions

and

comments.

MSCI

World

Index

Portfolio

Weight

Energy

Utilities

Materials

Industrials

Consumer

Discretionary

Consumer

Staples

Health

Care

Financials

Info.

Tech.

Comm.

Services

Real

Estate

Cash

N.

America

72.3%

43.6%

2.4%

1.0%

3.7%

4.4%

4.2%

2.2%

8.3%

10.9%

4.4%

2.1%

0.0%

0.0%

Japan

6.2%

9.0%

0.0%

0.0%

0.6%

1.4%

2.4%

0.8%

0.0%

0.9%

1.1%

0.8%

1.1%

0.0%

Other

Asia

3.1%

9.7%

0.0%

0.0%

0.0%

0.8%

3.2%

0.0%

0.0%

1.5%

3.3%

0.9%

0.0%

0.0%

Europe

16.1%

27.9%

0.0%

0.0%

7.2%

4.0%

6.2%

0.7%

2.5%

3.8%

0.0%

3.4%

0.0%

0.0%

Scandinavia

2.3%

6.6%

0.0%

0.0%

1.2%

1.5%

0.3%

0.0%

0.0%

3.5%

0.0%

0.0%

0.0%

0.0%

Africa

&

S.

America

0.0%

2.0%

0.0%

0.0%

1.2%

0.0%

0.0%

0.0%

0.0%

0.9%

0.0%

0.0%

0.0%

0.0%

Cash

0.0%

1.3%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

1.3%

Portfolio

Totals

100.0%

2.4%

1.0%

13.9%

12.1%

16.2%

3.7%

10.8%

21.5%

8.8%

7.3%

1.1%

1.3%

MSCI

World

Weight

3.1%

2.7%

4.2%

10.2%

12.3%

6.9%

12.6%

13.2%

23.7%

8.3%

2.8%

0.0%

5

Polaris

Global

Value

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

DECEMBER

31,

2021

Sincerely,

Bernard

R.

Horn,

Jr.,

Shareholder

and

Portfolio

Manager

As

of

December

31,

2021

,

the

Fund’s

largest

equity

holdings

and

the

percentages

they

represent

in

the

Fund’s

portfolio

market

value

were

as

follows

and

are

subject

to

change:

The

Fund’s

annual

performance

as

compared

to

the

benchmark

has

been

as

follows:

Historical

Calendar

Year

Annual

Returns

(years

ended

December

31)

Percentage

of

Issuer

Total

Market

Value

Crocs,

Inc.

2.0%

United

Therapeutics

Corp.

1.7%

Popular,

Inc.

1.6%

Publicis

Groupe

SA

1.5%

Toronto-Dominion

Bank

1.4%

Percentage

of

Issuer

Total

Market

Value

Arrow

Electronics,

Inc.

1.4%

SK

Hynix,

Inc.

1.4%

Anthem,

Inc.

1.4%

Sony

Group

Corp.

1.4%

CVS

Health

Corp.

1.4%

Polaris

Global

Value

Fund

MSCI

World

Index

2021

15.3

6

%

21.82%

2020

6.6

8

%

15.90%

2019

22.79%

27.67%

2018

-12.66%

-8.71%

2017

20.61%

22.40%

2016

11.67%

7.51%

2015

1.55%

-0.87%

2014

3.68%

4.94%

2013

36.94%

26.68%

2012

21.00%

15.83%

2011

-8.16%

-5.54%

2010

20.64%

11.76%

2009

35.46%

29.99%

2008

-46.19%

-40.71%

2007

-3.97%

9.04%

2006

24.57%

20.07%

Polaris

Global

Value

Fund

MSCI

World

Index

2005

10.52%

9.49%

2004

23.63%

14.72%

2003

47.06%

33.11%

2002

3.82%

-19.89%

2001

2.21%

-16.82%

2000

-5.82%

-13.18%

1999

16.50%

24.94%

1998

-8.85%

24.34%

1997

34.55%

15.76%

1996

23.34%

13.48%

1995

31.82%

20.72%

1994

-2.78%

5.08%

1993

25.70%

22.50%

1992

9.78%

-5.23%

1991

17.18%

18.28%

1990

-11.74%

-17.02%

6

Polaris

Global

Value

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

DECEMBER

31,

2021

IMPORTANT

INFORMATION

The

Fund

invests

in

securities

of

foreign

issuers,

including

issuers

located

in

countries

with

emerging

capital

markets.

Investments

in

such

securities

entail

certain

risks

not

associated

with

investments

in

domestic

securities,

such

as

volatility

of

currency

exchange

rates,

and

in

some

cases,

political

and

economic

instability

and

relatively

illiquid

markets.

These

risks

are

greater

for

emerging

markets.

Options

trading

involves

risk

and

is

not

suitable

for

all

investors.

Fund

performance

includes

reinvestment

of

dividends

and

capital

gains.

During

the

period,

some

of

the

Fund’s

fees

were

waived

or

expenses

reimbursed.

In

the

absence

of

these

waivers

and

reimbursements,

performance

figures

would

be

lower.

On

June

1,

1998,

a

limited

partnership

managed

by

the

adviser

reorganized

into

the

Fund.

The

predecessor

limited

partnership

maintained

an

investment

objective

and

investment

policies

that

were,

in

all

material

respects,

equivalent

to

those

of

the

Fund.

The

Fund’s

performance

for

the

periods

before

June

1,

1998

is

that

of

the

limited

partnership

and

includes

the

expenses

of

the

limited

partnership.

If

the

limited

partnership’s

performance

had

been

readjusted

to

reflect

the

second

year

expenses

of

the

Fund,

the

Fund’s

performance

for

all

the

periods

would

have

been

lower.

The

limited

partnership

was

not

registered

under

the

Investment

Company

Act

of

1940

and

was

not

subject

to

certain

investment

limitations,

diversification

requirements,

and

other

restrictions

imposed

by

the

1940

Act

and

the

Internal

Revenue

Code,

which,

if

applicable,

may

have

adversely

affected

its

performance.

The

MSCI

World

Index,

net

dividends

reinvested,

measures

the

performance

of

a

diverse

range

of

global

stock

markets

in

the

United

States,

Canada,

Europe,

Australia,

New

Zealand,

Israel

and

the

Far

East.

The

MSCI

World

Index

is

unmanaged

and

does

include

the

reinvestment

of

dividends,

net

of

withholding

taxes.

One

cannot

invest

directly

in

an

index

or

an

average.

The

views

in

this

letter

were

those

of

the

Fund

manager

as

of

December

31,

2021

and

may

not

reflect

the

views

of

the

manager

after

the

publication

date.

These

views

are

intended

to

assist

shareholders

of

the

Fund

in

understanding

their

investment

and

do

not

constitute

investment

advice.

7

Polaris

Global

Value

Fund

PERFORMANCE

CHART

AND

ANALYSIS

(Unaudited)

DECEMBER

31,

2021

The

following

chart

reflects

the

change

in

the

value

of

a

hypothetical

$10,000

investment,

including

reinvested

dividends

and

distributions,

in

the

Polaris

Global

Value

Fund

(the

“Fund”)

compared

with

the

performance

of

the

benchmark,

MSCI

World

Index,

over

the

past

ten

fiscal

years.

The

MSCI

World

Index

captures

large

and

mid

cap

representation

across

23

developed

markets

countries:

Australia,

Austria,

Belgium,

Canada,

Denmark,

Finland,

France,

Germany,

Hong

Kong,

Ireland,

Israel,

Italy,

Japan,

the

Netherlands,

New

Zealand,

Norway,

Portugal,

Singapore,

Spain,

Sweden,

Switzerland,

the

United

Kingdom

and

the

United

States.

The

total

return

of

the

index

includes

the

reinvestment

of

dividends

and

income.

The

total

return

of

the

Fund

includes

operating

expenses

that

reduce

returns,

while

the

total

return

of

the

index

does

not

include

expenses.

The

Fund

is

professionally

managed,

while

the

index

is

unmanaged

and

is

not

available

for

investment.

Comparison

of

Change

in

Value

of

a

$10,000

Investment

Polaris

Global

Value

Fund

vs.

MSCI

World

Index

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratio

(gross)

is

1.24%.

However,

the

Fund’s

adviser has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

dividend

and

interest

expense

on

short

sales,

acquired

fund

fees

and

expenses,

proxy

expenses

and

extraordinary

expenses)

to

0.99%,

through

April

30,

2022

(the

“Expense

Cap”).

The

Expense

Cap

may

be

raised

or

eliminated

only

with

the

consent

of

the

Board

of

Trustees.

During

the

year,

certain

fees

were

waived

and/or

expenses

reimbursed;

otherwise,

returns

would

have

been

lower.

Shares

redeemed

or

exchanged

within

180

days

of

purchase

will

be

charged

a

1.00%

redemption

fee.

The

performance

table

and

graph

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

Fund

shares.

Returns

greater

than

one

year

are

annualized.

Because

of

ongoing

market

volatility,

Fund

performance

may

be

subject

to

substantial

short-term

changes.

For

the

most

recent

month-end

performance,

please

call

(888)

263-5594.

Average

Annual

Total

Returns

Years

Ended

December

31,

2021

One

Year

Five

Year

Ten

Year

Polaris

Global

Value

Fund

15.36%

9.75%

11.98%

MSCI

World

Index

21.82%

15.03%

12.70%

Polaris

Global

Value

Fund

SCHEDULE

OF

INVESTMENTS

DECEMBER

31,

2021

8

See

Notes

to

Financial

Statements.

Shares

Security

Description

Value

Common

Stock

-

98.7%

Austria

-

0.8%

78,400‌

ANDRITZ

AG

$

4,050,545‌

Belgium

-

0.9%

38,970‌

Solvay

SA,

Class A

4,534,341‌

Canada

-

5.2%

796,700‌

Lundin

Mining

Corp.

6,222,693‌

78,066‌

Magna

International,

Inc.

6,316,499‌

149,837‌

Methanex

Corp.

5,927,383‌

91,951‌

Toronto-Dominion

Bank

7,049,613‌

25,516,188‌

Chile

-

1.2%

325,200‌

Antofagasta

PLC

5,891,735‌

China

-

0.8%

1,990,000‌

Weichai

Power

Co.,

Ltd.

3,894,480‌

Colombia

-

0.9%

491,900‌

Bancolombia

SA

4,197,966‌

France

-

4.2%

36,300‌

Cie

Generale

des

Etablissements

Michelin

SCA

5,957,365‌

54,107‌

IPSOS

2,541,033‌

112,276‌

Publicis

Groupe

SA

7,567,310‌

45,053‌

Vinci

SA

4,765,616‌

20,831,324‌

Germany

-

6.1%

63,400‌

BASF

SE

4,459,334‌

261,742‌

Deutsche

Telekom

AG

4,857,289‌

114,442‌

flatexDEGIRO

AG 

(a)

2,637,114‌

87,000‌

Fresenius

SE

&

Co.

KGaA

3,506,351‌

27,800‌

Hannover

Rueck

SE

5,290,346‌

66,600‌

HeidelbergCement

AG

4,513,049‌

16,600‌

Muenchener

Rueckversicherungs-

Gesellschaft

AG

in

Muenchen,

Class R

4,923,214‌

30,186,697‌

Ireland

-

1.6%

1,963,841‌

Greencore

Group

PLC 

(a)

3,442,313‌

36,700‌

Jazz

Pharmaceuticals

PLC 

(a)

4,675,580‌

8,117,893‌

Italy

-

0.5%

2,399,507‌

TREVI

-

Finanziaria

Industriale

SpA 

(a)

2,573,391‌

Japan

-

9.0%

101,000‌

Asahi

Group

Holdings,

Ltd.

3,928,314‌

277,200‌

Brother

Industries,

Ltd.

5,328,082‌

419,000‌

Daicel

Corp.

2,895,810‌

Shares

Security

Description

Value

Japan

-

9.0%

(continued)

46,100‌

Daito

Trust

Construction

Co.,

Ltd.

$

5,278,075‌

169,000‌

Honda

Motor

Co.,

Ltd.

4,745,458‌

135,000‌

KDDI

Corp.

3,945,666‌

700,200‌

Marubeni

Corp.

6,814,517‌

54,500‌

Sony

Group

Corp.

6,858,102‌

130,800‌

Sumitomo

Mitsui

Trust

Holdings,

Inc.

4,369,855‌

44,163,879‌

Norway

-

3.7%

243,896‌

DNB

Bank

ASA

5,594,358‌

329,537‌

SpareBank

1

SR-Bank

ASA

4,984,282‌

167,854‌

Sparebanken

Vest

1,909,825‌

116,600‌

Yara

International

ASA

5,891,865‌

18,380,330‌

Puerto

Rico

-

1.6%

94,900‌

Popular,

Inc.

7,785,596‌

Russia

-

1.0%

3,148,600‌

Alrosa

PJSC

5,149,215‌

Singapore

-

0.9%

213,250‌

United

Overseas

Bank,

Ltd.

4,256,771‌

South

Korea

-

7.3%

21,200‌

Hyundai

Mobis

Co.,

Ltd.

4,538,717‌

95,200‌

Kia

Corp.

6,582,915‌

39,100‌

LG

Electronics,

Inc.

4,539,054‌

377,015‌

LG

Uplus

Corp.

4,313,273‌

89,242‌

Samsung

Electronics

Co.,

Ltd.

5,878,148‌

97,000‌

Shinhan

Financial

Group

Co.,

Ltd.

3,002,818‌

63,400‌

SK

Hynix,

Inc.

6,986,667‌

35,841,592‌

Sweden

-

2.8%

125,200‌

Duni

AB,

Class A 

(a)

1,618,308‌

103,203‌

Loomis

AB

2,749,050‌

195,400‌

SKF

AB,

Class B

4,638,377‌

460,533‌

Svenska

Handelsbanken

AB,

Class A

4,987,468‌

13,993,203‌

Switzerland

-

2.1%

31,544‌

Chubb,

Ltd.

6,097,771‌

47,900‌

Novartis

AG

4,220,162‌

10,317,933‌

Taiwan

-

0.7%

640,000‌

Catcher

Technology

Co.,

Ltd.

3,620,197‌

United

Kingdom

-

10.5%

393,000‌

Amcor

PLC

4,719,930‌

708,411‌

Babcock

International

Group

PLC 

(a)

3,054,959‌

143,234‌

Bellway

PLC

6,467,649‌

131,626‌

Bunzl

PLC

5,139,984‌

4,681,050‌

Cineworld

Group

PLC 

(a)

2,026,898‌

Polaris

Global

Value

Fund

SCHEDULE

OF

INVESTMENTS

DECEMBER

31,

2021

9

See

Notes

to

Financial

Statements.

At

December

31,

2021,

the

Fund

held

the

following

written

options

contracts: 

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund's investments

as

of

December

31,

2021. 

The

inputs

or

methodology

used

for

valuing

securities

are

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

For

more

information

on

valuation

inputs,

and

their

aggregation

into

the

levels

used

Shares

Security

Description

Value

United

Kingdom

-

10.5%

(continued)

475,403‌

Inchcape

PLC

$

5,852,466‌

16,513‌

Linde

PLC

5,720,599‌

258,426‌

Mondi

PLC

6,387,211‌

55,928‌

Next

PLC

6,169,659‌

2,508,047‌

Taylor

Wimpey

PLC

5,957,816‌

51,497,171‌

United

States

-

36.9%

45,651‌

AbbVie,

Inc.

6,181,145‌

150,200‌

Allison

Transmission

Holdings,

Inc.

5,459,770‌

14,900‌

Anthem,

Inc.

6,906,746‌

52,500‌

Arrow

Electronics,

Inc. 

(a)

7,049,175‌

87,200‌

Avnet,

Inc.

3,595,256‌

80,600‌

Berry

Global

Group,

Inc. 

(a)

5,946,668‌

103,900‌

Brookline

Bancorp,

Inc.

1,682,141‌

14,800‌

Cambridge

Bancorp

1,385,132‌

45,800‌

Capital

One

Financial

Corp.

6,645,122‌

48,351‌

Carter's,

Inc.

4,894,088‌

363,600‌

Cinemark

Holdings,

Inc. 

(a)

5,861,232‌

169,774‌

Colony

Bankcorp,

Inc.

2,898,042‌

74,576‌

Crocs,

Inc. 

(a)(b)

9,562,135‌

66,400‌

CVS

Health

Corp.

6,849,824‌

64,735‌

Dime

Community

Bancshares,

Inc.

2,276,083‌

206,000‌

Discovery,

Inc.,

Class C 

(a)

4,717,400‌

23,000‌

FedEx

Corp.

5,948,720‌

27,467‌

General

Dynamics

Corp.

5,726,045‌

52,700‌

Ingredion,

Inc.

5,092,928‌

85,300‌

Intel

Corp.

4,392,950‌

119,163‌

International

Bancshares

Corp.

5,051,320‌

40,200‌

JPMorgan

Chase

&

Co.

6,365,670‌

20,000‌

Laboratory

Corp.

of

America

Holdings 

(a)

6,284,200‌

28,000‌

M&T

Bank

Corp.

4,300,240‌

103,982‌

Marathon

Petroleum

Corp.

6,653,808‌

19,400‌

Microsoft

Corp.

6,524,608‌

53,876‌

NextEra

Energy,

Inc.

5,029,863‌

50,700‌

Premier

Financial

Corp.

1,567,137‌

55,800‌

Science

Applications

International

Corp.

4,664,322‌

65,000‌

Tyson

Foods,

Inc.,

Class A

5,665,400‌

38,800‌

United

Therapeutics

Corp. 

(a)

8,383,904‌

12,068‌

UnitedHealth

Group,

Inc.

6,059,826‌

120,438‌

Webster

Financial

Corp.

6,725,258‌

202,700‌

Williams

Cos.,

Inc.

5,278,308‌

181,624,466‌

Total

Common

Stock

(Cost

$364,239,799)

486,424,913‌

Shares

Security

Description

Exercise

Price

Exp.

Date

Value

Warrants

-

0.0%

10,863‌

TREVI

-

Finanziaria

Industriale

SpA 

(a)

(Cost

$1,001,311)

$

0.01‌

05/05/25

$

48,233‌

Shares

Security

Description

Value

Money

Market

Fund

-

1.0%

4,620,260‌

Northern

Institutional

Treasury

Portfolio

Premier

Shares,

0.01% 

(c)

(Cost

$4,620,260)

4,620,260‌

Investments,

at

value

-

99.7%

(Cost

$369,861,370)

$

491,093,406‌

Total

Written

Options

-

0.0%

(Premiums

Received

$(83,695))

(35,000‌)

Other

Assets

&

Liabilities,

Net

-

0.3%

1,736,599‌

Net

Assets

-

100.0%

$

492,795,005‌

PJSC

Public

Joint

Stock

Company

PLC

Public

Limited

Company

(a)

Non-income

producing

security.

(b)

Subject

to

call

option

written

by

the

Fund.

(c)

Dividend

yield

changes

daily

to

reflect

current

market

conditions.

Rate

was

the

quoted

yield

as

of

December

31,

2021.

Contracts

Security

Description

Strike

Price

Exp.

Date

Notional

Contract

Value

Value

Written

Options

-

0.0%

Call

Options

Written

-

0.0%

(200)‌

Crocs,

Inc.

(Premiums

Received

$(83,695))

$

165.00‌

02/22

$

2,564,400‌

$

(35,000‌)

Polaris

Global

Value

Fund

SCHEDULE

OF

INVESTMENTS

DECEMBER

31,

2021

10

See

Notes

to

Financial

Statements.

in

the

table

below,

please

refer

to

the

Security

Valuation

section

in

Note

2

of

the

accompanying

Notes

to

Financial

Statements.

* Other

Financial

Instruments

are

derivatives

not

reflected

in

the

Schedule

of

Investments,

such

as

Written

Options,

which

are

reported

at

their

market

value at

year

end. 

Level

1

Level

2

Level

3

Total

Assets

Investments

at

Value

Common

Stock

Austria

$

4,050,545‌

$

–‌

$

–‌

$

4,050,545‌

Belgium

4,534,341‌

–‌

–‌

4,534,341‌

Canada

25,516,188‌

–‌

–‌

25,516,188‌

Chile

5,891,735‌

–‌

–‌

5,891,735‌

China

3,894,480‌

–‌

–‌

3,894,480‌

Colombia

4,197,966‌

–‌

–‌

4,197,966‌

France

20,831,324‌

–‌

–‌

20,831,324‌

Germany

30,186,697‌

–‌

–‌

30,186,697‌

Ireland

8,117,893‌

–‌

–‌

8,117,893‌

Italy

2,573,391‌

–‌

–‌

2,573,391‌

Japan

44,163,879‌

–‌

–‌

44,163,879‌

Norway

18,380,330‌

–‌

–‌

18,380,330‌

Puerto

Rico

7,785,596‌

–‌

–‌

7,785,596‌

Russia

5,149,215‌

–‌

–‌

5,149,215‌

Singapore

4,256,771‌

–‌

–‌

4,256,771‌

South

Korea

35,841,592‌

–‌

–‌

35,841,592‌

Sweden

13,993,203‌

–‌

–‌

13,993,203‌

Switzerland

10,317,933‌

–‌

–‌

10,317,933‌

Taiwan

3,620,197‌

–‌

–‌

3,620,197‌

United

Kingdom

51,497,171‌

–‌

–‌

51,497,171‌

United

States

181,624,466‌

–‌

–‌

181,624,466‌

Warrants

48,233‌

–‌

–‌

48,233‌

Money

Market

Fund

–‌

4,620,260‌

–‌

4,620,260‌

Investments

at

Value

$

486,473,146‌

$

4,620,260‌

$

–‌

$

491,093,406‌

Total

Assets

$

486,473,146‌

$

4,620,260‌

$

–‌

$

491,093,406‌

Liabilities

Other

Financial

Instruments*

Written

Options

(35,000‌)

–‌

–‌

(35,000‌)

Total

Liabilities

$

(35,000‌)

$

–‌

$

–‌

$

(35,000‌)

PORTFOLIO

HOLDINGS

(Unaudited)

%

of

Total

Investments

Communication

Services

7.3‌%

Consumer

Discretionary

16.3‌%

Consumer

Staples

3.7‌%

Energy

2.4‌%

Financials

21.6‌%

Health

Care

10.8‌%

Industrials

12.1‌%

Information

Technology

8.9‌%

Materials

13.9‌%

Real

Estate

1.1‌%

Utilities

1.0‌%

Warrants

0.0‌%

Money

Market

Fund

0.9‌%

Written

Options

0.0‌%

100.0‌%

11

Polaris

Global

Value

Fund

STATEMENT

OF

ASSETS

AND

LIABILITIES

DECEMBER

31,

2021

See

Notes

to

Financial

Statements.

*

Shares

redeemed

or

exchanged

within

180

days

of

purchase

are

charged

a

1.00%

redemption

fee.

ASSETS

Investments,

at

value

(Cost

$369,861,370)

$

491,093,406‌

Receivables:

Fund

shares

sold

908,695‌

Investment

securities

sold

1,579,391‌

Dividends

1,284,983‌

Prepaid

expenses

13,098‌

Total

Assets

494,879,573‌

LIABILITIES

Call

options

written,

at

value

(Premiums

received

$83,695)

35,000‌

Payables:

Fund

shares

redeemed

1,161,688‌

Distributions

payable

409,208‌

Accrued

Liabilities:

Investment

adviser

fees

323,596‌

Fund

services

fees

42,400‌

Other

expenses

112,676‌

Total

Liabilities

2,084,568‌

NET

ASSETS

$

492,795,005‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

366,438,228‌

Distributable

earnings

126,356,777‌

NET

ASSETS

$

492,795,005‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

15,274,778‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE*

$

32.26‌

12

Polaris

Global

Value

Fund

STATEMENT

OF

OPERATIONS

YEAR

ENDED

DECEMBER

31,

2021

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$952,678)

$

12,562,999‌

Interest

income

22,184‌

Total

Investment

Income

12,585,183‌

EXPENSES

Investment

adviser

fees

5,109,777‌

Fund

services

fees

569,497‌

Custodian

fees

112,093‌

Registration

fees

35,404‌

Professional

fees

69,960‌

Trustees'

fees

and

expenses

11,562‌

Other

expenses

281,672‌

Total

Expenses

6,189,965‌

Fees

waived

(1,131,314‌)

Net

Expenses

5,058,651‌

NET

INVESTMENT

INCOME

7,526,532‌

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

(loss)

on:

Investments

20,784,085‌

Foreign

currency

transactions

(98,495‌)

Net

realized

gain

20,685,590‌

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments

40,453,444‌

Foreign

currency

translations

(48,211‌)

Written

options

48,695‌

Net

change

in

unrealized

appreciation

(depreciation)

40,453,928‌

NET

REALIZED

AND

UNREALIZED

GAIN

61,139,518‌

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

68,666,050‌

13

Polaris

Global

Value

Fund

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

See

Notes

to

Financial

Statements.

For

the

Years

Ended

December

31,

2021

2020

OPERATIONS

Net

investment

income

$

7,526,532‌

$

5,224,950‌

Net

realized

gain

(loss)

20,685,590‌

(2,958,596‌)

Net

change

in

unrealized

appreciation

(depreciation)

40,453,928‌

18,872,845‌

Increase

in

Net

Assets

Resulting

from

Operations

68,666,050‌

21,139,199‌

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

(19,470,505‌)

(6,905,258‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

48,232,645‌

79,862,710‌

Reinvestment

of

distributions

18,438,772‌

6,452,739‌

Redemption

of

shares

(73,837,293‌)

(118,715,995‌)

Redemption

fees

26,417‌

23,683‌

Decrease

in

Net

Assets

from

Capital

Share

Transactions

(7,139,459‌)

(32,376,863‌)

Increase

(Decrease)

in

Net

Assets

42,056,086‌

(18,142,922‌)

NET

ASSETS

Beginning

of

Year

450,738,919‌

468,881,841‌

End

of

Year

$

492,795,005‌

$

450,738,919‌

SHARE

TRANSACTIONS

Sale

of

shares

1,483,117‌

3,494,534‌

Reinvestment

of

distributions

576,543‌

222,842‌

Redemption

of

shares

(2,265,782‌)

(5,152,538‌)

Decrease

in

Shares

(206,122‌)

(1,435,162‌)

14

Polaris

Global

Value

Fund

FINANCIAL

HIGHLIGHTS

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

year.

For

the

Years

Ended

December

31,

2021

2020

2019

2018

2017

NET

ASSET

VALUE,

Beginning

of

Year

$

29.12‌

$

27.72‌

$

23.41‌

$

27.71‌

$

23.32‌

INVESTMENT

OPERATIONS

Net

investment

income

(a)

0.48‌

0.32‌

0.62‌

0.47‌

0.37‌

Net

realized

and

unrealized

gain

(loss)

3.97‌

1.53‌

4.72‌

(3.97‌)

4.43‌

Total

from

Investment

Operations

4.45‌

1.85‌

5.34‌

(3.50‌)

4.80‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.50‌)

(0.34‌)

(0.68‌)

(0.77‌)

(0.41‌)

Net

realized

gain

(0.81‌)

(0.11‌)

(0.35‌)

(0.03‌)

–‌

Total

Distributions

to

Shareholders

(1.31‌)

(0.45‌)

(1.03‌)

(0.80‌)

(0.41‌)

REDEMPTION

FEES(a)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

0.00‌(b)

NET

ASSET

VALUE,

End

of

Year

$

32.26‌

$

29.12‌

$

27.72‌

$

23.41‌

$

27.71‌

TOTAL

RETURN

15.36‌%

6.68‌%

22.79‌%

(12.66‌)%

20.61‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000s

omitted)

$

492,795‌

$

450,739‌

$

468,882‌

$

422,161‌

$

544,750‌

Ratios

to

Average

Net

Assets:

Net

investment

income

1.47‌%

1.34‌%

2.35‌%

1.74‌%

1.45‌%

Net

expenses

0.99‌%

0.99‌%

0.99‌%

0.99‌%

0.99‌%

Gross

expenses

(c)

1.21‌%

1.24‌%

1.23‌%

1.23‌%

1.24‌%

PORTFOLIO

TURNOVER

RATE

19‌%

57‌%

10‌%

22‌%

48‌%

(a)

Calculated

based

on

average

shares

outstanding

during

each

year.

(b)

Less

than

$0.01

per

share.

(c)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

15

Polaris

Global

Value

Fund

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

2021

Note

1.

Organization

The

Polaris

Global

Value

Fund

(the

“Fund”)

is

a

diversified

portfolio

of

Forum

Funds

(the

“Trust”).

The

Trust

is

a

Delaware

statutory

trust

that

is

registered

as

an

open-end,

management

investment

company

under

the

Investment

Company

Act

of

1940,

as

amended

(the

“Act”).

Under

its

Trust

Instrument,

the

Trust

is

authorized

to

issue

an

unlimited

number

of

the

Fund’s

shares

of

beneficial

interest

without

par

value.

The

Fund

commenced

operations

June

1,

1998

after

it

acquired

the

net

assets

of

Global

Value

Limited

Partnership

(the

“Partnership”),

in

exchange

for

Fund

shares.

The

Partnership

commenced

operations

on

July

31,

1989.

The

Fund

seeks

capital

appreciation.

Note

2.

Summary

of

Significant

Accounting

Policies

The

Fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

under

Financial

Accounting

Standards

Board

Accounting

Standards

Codification

Topic

946,

“Financial

Services

–

Investment

Companies.”

These

financial

statements

are

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(“GAAP”),

which

require

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities,

the

disclosure

of

contingent

liabilities

at

the

date

of

the

financial

statements,

and

the

reported

amounts

of

increases

and

decreases

in

net

assets

from

operations

during

the

fiscal

year.

Actual

amounts

could

differ

from

those

estimates.

The

following

summarizes

the

significant

accounting

policies

of

the

Fund:

Security

Valuation

–

Securities

are

valued

at

market

prices

using

the

last

quoted

trade

or

official

closing

price

from

the

principal

exchange

where

the

security

is

traded,

as

provided

by

independent

pricing

services

on

each

Fund

business

day.

In

the

absence

of

a

last

trade,

securities

are

valued

at

the

mean

of

the

last

bid

and

ask

price

provided

by

the

pricing

service.

Forward

currency

contracts

are

generally

valued

based

on

interpolation

of

forward

curve

data

points

obtained

from

major

banking

institutions

that

deal

in

foreign

currencies

and

currency

dealers.

Shares

of

non-exchange

traded

open-end

mutual

funds

are

valued

at

net

asset

value

(“NAV”).

Short-term

investments

that

mature

in

sixty

days

or

less

may

be

valued

at

amortized

cost.

The

Fund

values

its

investments

at

fair

value

pursuant

to

procedures

adopted

by

the

Trust’s

Board

of

Trustees

(the

“Board”)

if

(1)

market

quotations

are

not

readily

available

or

(2)

the

Adviser,

as

defined

in

Note

3,

believes

that

the

values

available

are

unreliable.

The

Trust’s

Valuation

Committee,

as

defined

in

the

Fund’s

registration

statement,

performs

certain

functions

as

they

relate

to

the

administration

and

oversight

of

the

Fund’s

valuation

procedures.

Under

these

procedures,

the

Valuation

Committee

convenes

on

a

regular

and

ad

hoc

basis

to

review

such

investments

and

considers

a

number

of

factors,

including

valuation

methodologies

and

significant

unobservable

inputs,

when

arriving

at

fair

value.

The

Valuation

Committee

may

work

with

the

Adviser

to

provide

valuation

inputs.

In

determining

fair

valuations,

inputs

may

include

market-based

analytics

that

may

consider

related

or

comparable

assets

or

liabilities,

recent

transactions,

market

multiples,

book

values

and

other

relevant

investment

information.

Adviser

inputs

may

include

an

income-based

approach

in

which

the

anticipated

future

cash

flows

of

the

investment

are

discounted

in

determining

fair

value.

Discounts

may

also

be

applied

based

on

the

nature

or

duration

of

any

restrictions

on

the

disposition

of

the

investments.

The

Valuation

Committee

performs

regular

reviews

of

valuation

methodologies,

key

inputs

and

assumptions,

disposition

analysis

and

market

activity.

16

Polaris

Global

Value

Fund

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

2021

Fair

valuation

is

based

on

subjective

factors

and,

as

a

result,

the

fair

value

price

of

an

investment

may

differ

from

the

security’s

market

price

and

may

not

be

the

price

at

which

the

asset

may

be

sold.

Fair

valuation

could

result

in

a

different

NAV

than

a

NAV

determined

by

using

market

quotes.

GAAP

has

a

three-tier

fair

value

hierarchy.

The

basis

of

the

tiers

is

dependent

upon

the

various

“inputs”

used

to

determine

the

value

of

the

Fund’s

investments.

These

inputs

are

summarized

in

the

three

broad

levels

listed

below:

Level

1

-

Quoted

prices

in

active

markets

for

identical

assets

and

liabilities.

Level

2

-

Prices

determined

using

significant

other

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

prepayment

speeds,

credit

risk,

etc.).

Short-term

securities

with

maturities

of

sixty

days

or

less

are

valued

at

amortized

cost,

which

approximates

market

value,

and

are

categorized

as

Level

2

in

the

hierarchy.

Municipal

securities,

long-term

U.S.

government

obligations

and

corporate

debt

securities

are

valued

in

accordance

with

the

evaluated

price

supplied

by

a

pricing

service

and

generally

categorized

as

Level

2

in

the

hierarchy.

Other

securities

that

are

categorized

as

Level

2

in

the

hierarchy

include,

but

are

not

limited

to,

warrants

that

do

not

trade

on

an

exchange,

securities

valued

at

the

mean

between

the

last

reported

bid

and

ask

quotation

and

international

equity

securities

valued

by

an

independent

third

party

with

adjustments

for

changes

in

value

between

the

time

of

the

securities’

respective

local

market

closes

and

the

close

of

the

U.S.

market.

Level

3

-

Significant

unobservable

inputs

(including

the

Fund’s

own

assumptions

in

determining

the

fair

value

of

investments).

The

aggregate

value

by

input

level,

as

of

December

31,

2021,

for

the

Fund’s

investments

is

included

at

the

end

of

the

Fund’s

Schedule

of

Investments.

Security

Transactions,

Investment

Income

and

Realized

Gain

and

Loss

–

Investment

transactions

are

accounted

for

on

the

trade

date.

Dividend

income

is

recorded

on

the

ex-dividend

date.

Non-cash

dividend

income

is

recorded

at

the

fair

market

value

of

the

securities

received.

Foreign

dividend

income

is

recorded

on

the

ex-dividend

date

or

as

soon

as

possible

after

determining

the

existence

of

a

dividend

declaration

after

exercising

reasonable

due

diligence.

Income

and

capital

gains

on

some

foreign

securities

may

be

subject

to

foreign

withholding

taxes,

which

are

accrued

as

applicable.

Interest

income

is

recorded

on

an

accrual

basis.

Premium

is

amortized

to

the

next

call

date

above

par

and

discount

is

accreted

to

maturity

using

the

effective

interest

method.

Identified

cost

of

investments

sold

is

used

to

determine

the

gain

and

loss

for

both

financial

statement

and

federal

income

tax

purposes.

Written

Options

–

When

a

fund

writes

an

option,

an

amount

equal

to

the

premium

received

by

the

fund

is

recorded

as

a

liability

and

is

subsequently

adjusted

to

the

current

value

of

the

option

written.

Premiums

received

from

writing

options

that

expire

unexercised

are

treated

by

the

fund

on

the

expiration

date

as

realized

gain

from

written

options.

The

difference

between

the

premium

and

the

amount

paid

on

effecting

a

closing

purchase

transaction,

including

brokerage

commissions,

is

also

treated

as

a

realized

gain,

or

if

the

premium

is

less

than

the

amount

paid

for

the

closing

purchase

transaction,

as

a

realized

loss.

If

a

call

option

is

exercised,

the

premium

is

added

to

the

proceeds

from

the

sale

of

the

underlying

security

in

determining

whether

the

fund

has

realized

a

gain

or

loss.

If

a

put

option

is

exercised,

the

premium

reduces

the

cost

basis

of

17

Polaris

Global

Value

Fund

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

2021

the

securities

purchased

by

the

fund.

The

fund,

as

writer

of

an

option,

bears

the

market

risk

of

an

unfavorable

change

in

the

price

of

the

security

underlying

the

written

option.

Written

options

are

non-income

producing

securities.

The

values

of

each

individual

written

option

outstanding

as

of

December

31,

2021,

are

disclosed

in

the

Fund’s

Schedule

of

Investments.

Foreign

Currency

Translations

–

Foreign

currency

amounts

are

translated

into

U.S.

dollars

as

follows:

(1)

assets

and

liabilities

at

the

rate

of

exchange

at

the

end

of

the

respective

period;

and

(2)

purchases

and

sales

of

securities

and

income

and

expenses

at

the

rate

of

exchange

prevailing

on

the

dates

of

such

transactions.

The

portion

of

the

results

of

operations

arising

from

changes

in

the

exchange

rates

and

the

portion

due

to

fluctuations

arising

from

changes

in

the

market

prices

of

securities

are

not

isolated.

Such

fluctuations

are

included

with

the

net

realized

and

unrealized

gain

or

loss

on

investments.

Foreign

Currency

Transactions

–

The

Fund

may

enter

into

transactions

to

purchase

or

sell

foreign

currency

contracts

and

options

on

foreign

currency.

Forward

currency

contracts

are

agreements

to

exchange

one

currency

for

another

at

a

future

date

and

at

a

specified

price.

A

fund

may

use

forward

currency

contracts

to

facilitate

transactions

in

foreign

securities,

to

manage

a

fund’s

foreign

currency

exposure

and

to

protect

the

U.S.

dollar

value

of

its

underlying

portfolio

securities

against

the

effect

of

possible

adverse

movements

in

foreign

exchange

rates.

These

contracts

are

intrinsically

valued

daily

based

on

forward

rates,

and

a

fund’s

net

equity

therein,

representing

unrealized

gain

or

loss

on

the

contracts

as

measured

by

the

difference

between

the

forward

foreign

exchange

rates

at

the

dates

of

entry

into

the

contracts

and

the

forward

rates

at

the

reporting

date,

is

recorded

as

a

component

of

NAV.

These

instruments

involve

market

risk,

credit

risk,

or

both

kinds

of

risks,

in

excess

of

the

amount

recognized

in

the

Statement

of

Assets

and

Liabilities.

Risks

arise

from

the

possible

inability

of

counterparties

to

meet

the

terms

of

their

contracts

and

from

movement

in

currency

and

securities

values

and

interest

rates.

Due

to

the

risks

associated

with

these

transactions,

a

fund

could

incur

losses

up

to

the

entire

contract

amount,

which

may

exceed

the

net

unrealized

value

included

in

its

NAV.

Distributions

to

Shareholders

–

The

Fund

declares

any

dividends

from

net

investment

income

and

pays

them

annually.

Any

net

capital

gains

and

foreign

currency

gains

realized

by

the

Fund

are

distributed

at

least

annually.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Distributions

are

based

on

amounts

calculated

in

accordance

with

applicable

federal

income

tax

regulations,

which

may

differ

from

GAAP.

These

differences

are

due

primarily

to

differing

treatments

of

income

and

gain

on

various

investment

securities

held

by

the

Fund,

timing

differences

and

differing

characterizations

of

distributions

made

by

the

Fund.

Federal

Taxes

–

The

Fund

intends

to

continue

to

qualify

each

year

as

a

regulated

investment

company

under

Subchapter

M

of

Chapter

1,

Subtitle

A,

of

the

Internal

Revenue

Code

of

1986,

as

amended

(“Code”),

and

to

distribute

all

of

its

taxable

income

to

shareholders.

In

addition,

by

distributing

in

each

calendar

year

substantially

all

of

its

net

investment

income

and

capital

gains,

if

any,

the

Fund

will

not

be

subject

to

a

federal

excise

tax.

Therefore,

no

federal

income

or

excise

tax

provision

is

required.

The

Fund

files

a

U.S.

federal

income

and

excise

tax

return

as

required.

The

Fund’s

federal

income

tax

returns

are

subject

to

examination

by

the

Internal

Revenue

Service

for

a

period

of

three

fiscal

years

after

they

are

filed.

As

of

December

31,

2021,

there

are

no

uncertain

tax

positions

that

would

require

financial

statement

recognition,

de-recognition

or

disclosure.

18

Polaris

Global

Value

Fund

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

2021

Income

and

Expense

Allocation

–

The

Trust

accounts

separately

for

the

assets,

liabilities

and

operations

of

each

of

its

investment

portfolios.

Expenses

that

are

directly

attributable

to

more

than

one

investment

portfolio

are

allocated

among

the

respective

investment

portfolios

in

an

equitable

manner.

Redemption

Fees

–

A

shareholder

who

redeems

or

exchanges

shares

within

180

days

of

purchase

will

incur

a

redemption

fee

of

1.00%

of

the

current

NAV

of

shares

redeemed

or

exchanged,

subject

to

certain

limitations.

The

fee

is

charged

for

the

benefit

of

the

remaining

shareholders

and

will

be

paid

to

the

Fund

to

help

offset

transaction

costs.

The

fee

is

accounted

for

as

an

addition

to

paid-in

capital.

The

Fund

reserves

the

right

to

modify

the

terms

of

or

terminate

the

fee

at

any

time.

There

are

limited

exceptions

to

the

imposition

of

the

redemption

fee.

Redemption

fees

incurred

for

the

Fund,

if

any,

are

reflected

on

the

Statements

of

Changes

in

Net

Assets.

Commitments

and

Contingencies

–

In

the

normal

course

of

business,

the

Fund

enters

into

contracts

that

provide

general

indemnifications

by

the

Fund

to

the

counterparty

to

the

contract.

The

Fund’s

maximum

exposure

under

these

arrangements

is

dependent

on

future

claims

that

may

be

made

against

the

Fund

and,

therefore,

cannot

be

estimated;

however,

based

on

experience,

the

risk

of

loss

from

such

claims

is

considered

remote.

The

Fund

has

determined

that

none

of

these

arrangements

requires

disclosure

on

the

Fund’s

balance

sheet.

Note

3.

Fees

and

Expenses

Investment

Adviser

–

Polaris

Capital

Management,

LLC

(the

“Adviser”)

is

the

investment

adviser

to

the

Fund.

Pursuant

to

an

investment

advisory

agreement,

the

Adviser

receives

an

advisory

fee,

payable

monthly,

from

the

Fund

at

an

annual

rate

of

1.00%

of

the

Fund’s

average

daily

net

assets.

Distribution

–

Foreside

Fund

Services,

LLC

serves

as

the

Fund’s

distributor

(the

“Distributor”).

The

Fund

does

not

have

a

distribution

(12b-1)

plan;

accordingly,

the

Distributor

does

not

receive

compensation

from

the

Fund

for

its

distribution

services.

The

Adviser

compensates

the

Distributor

directly

for

its

services.

The

Distributor

is

not

affiliated

with

the

Adviser

or

Atlantic

Fund

Administration,

LLC,

a

wholly

owned

subsidiary

of

Apex

US

Holdings

LLC

(d/b/a

Apex

Fund

Services)

(“Apex”)

or

their

affiliates.

Other

Service

Providers

–

Apex

provides

fund

accounting,

fund

administration,

compliance

and

transfer

agency

services

to

the

Fund.

The

fees

related

to

these

services

are

included

in

Fund

services

fees

within

the

Statement

of

Operations.

Apex

also

provides

certain

shareholder

report

production

and

EDGAR

conversion

and

filing

services.

Pursuant

to

an

Apex

Services

Agreement,

the

Fund

pays

Apex

customary

fees

for

its

services.

Apex

provides

a

Principal

Executive

Officer,

a

Principal

Financial

Officer,

a

Chief

Compliance

Officer

and

an

Anti-Money

Laundering

Officer

to

the

Fund,

as

well

as

certain

additional

compliance

support

functions.

Trustees

and

Officers

–

The

Trust

pays

each

independent

Trustee

an

annual

retainer

of

$31,000

for

services

to

the

Trust

($41,000

for

the

Chairman).

The

Audit

Committee

Chairman

receives

an

additional

$2,000

annually.

The

Trustees

and

Chairman

may

receive

additional

fees

for

special

Board

meetings.

Each

Trustee

is

also

reimbursed

for

all

reasonable

out-of-

pocket

expenses

incurred

in

connection

with

his

or

her

duties

as

a

Trustee,

including

travel

and

related

expenses

incurred

in

attending

Board

meetings.

The

amount

of

Trustees’

fees

attributable

to

the

Fund

is

disclosed

in

the

Statement

of

Operations.

19

Polaris

Global

Value

Fund

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

2021

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.

Fees

Waived

The

Adviser

has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

annual

operating

expenses

to

0.99%

(excluding

all

taxes,

interest,

portfolio

transaction

expenses,

dividend

and

interest

expense

on

short

sales,

acquired

fund

fees

and

expenses,

proxy

expenses

and

extraordinary

expenses),

through

April

30,

2022.

Other

fund

service

providers

have

voluntarily

agreed

to

waive

and

reimburse

a

portion

of

their

fees.

These

voluntary

fee

waivers

and

reimbursements

may

be

reduced

or

eliminated

at

any

time.

Other

Waivers

are

not

eligible

for

recoupment.

For

the

year

ended

December

31,

2021,

fees

waived

were

as

follows:

Note

5.

Security

Transactions

The

cost

of

purchases

and

proceeds

from

sales

of

investment

securities

(including

maturities),

other

than

short-term

investments

during

the

year

ended

December

31,

2021,

were

$93,471,748

and

$110,513,154,

respectively.

Note

6.

Summary

of

Derivative

Activity

The

volume

of

open

derivative

positions

may

vary

on

a

daily

basis

as

the

Fund

transacts

derivative

contracts

in

order

to

achieve

the

exposure

desired

by

the

Adviser.

Premiums

received

on

purchased

and

written

options

for

year

ended

December

31,

2021,

for

any

derivative

type

that

was

held

during

the

period

is

as

follows:

The

Fund’s

use

of

derivatives

during

the

year

ended

December

31,

2021,

was

limited

to

written

options.

Following

is

a

summary

of

the

effects

of

derivative

on

the

Statement

of

Assets

and

Liabilities

as

of

December

31,

2021:

Investment

Adviser

Fees

Waived

Other

Waivers

Total

Fees

Waived

$

1,078,814‌

$

52,500‌

$

1,131,314‌

Written

Options

$

(83,695‌)

Location:

Equity

Risk

Liability

derivatives:

Call

options

written

$

(35,000‌)

20

Polaris

Global

Value

Fund

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

2021

Realized

and

unrealized

gains

and

losses

on

derivative

contracts

during

the

year

ended

December

31,

2021,

by

the

Fund

are

recorded

in

the

following

locations

on

the

Statement

of

Operations:

Asset

(Liability)

amounts

shown

in

the

table

below

represent

amounts

for

derivative

related

investments

at

December

31,

2021

.

These

amounts

may

be

collateralized

by

cash

or

financial

instruments.

Note

7.

Federal

Income

Tax

As

of

December

31,

2021,

the

cost

of

investments

for

federal

income

tax

purposes

is

$372,321,320 and

the

components

of

net

unrealized appreciation were

as

follows:

Distributions

paid

during

the

fiscal

years

ended

as

noted

were

characterized

for

tax

purposes

as

follows:

Location:

Equity

Contracts

Net

change

in

unrealized

appreciation

(depreciation)

on:

Written

options

$

48,695‌

Total

net

change

in

unrealized

appreciation

(depreciation)

$

48,695‌

Gross

Asset

(Liability)

as

Presented

in

the

Statement

of

Assets

and

Liabilities

Financial

Instruments

(Received)

Pledged*

Cash

Collateral

(Received)

Pledged*

Net

Amount

Liabilities:

Over-the-counter

derivatives**

(35,000‌)

35,000‌

–‌

–‌

*

The

actual

financial

instruments

and

cash

collateral

(received)

pledged

may

be

in

excess

of

the

amounts

shown

in

the

table.

The

table

only

reflects

collateral

amounts

up

to

the

amount

of

the

financial

instrument

disclosed

on

the

Statement

of

Assets

and

Liabilities

**

Over-the-counter

derivatives

may

consist

of

written

options

contracts.

The

amounts

disclosed

above

represent

the

exposure

to

one

or

more

counterparties.

For

further

detail

on

individual

derivative

contracts

and

the

corresponding

unrealized

appreciation

(depreciation),

see

the

Schedule

of

Call

and

Put

Options

Written.

Gross

Unrealized

Appreciation

$

136,605,133‌

Gross

Unrealized

Depreciation

(17,868,047‌)

Net

Unrealized

Appreciation

$

118,737,086‌

2021

2020

Ordinary

Income

$

15,943,102‌

$

5,253,692‌

Long-Term

Capital

Gain

3,527,403‌

1,651,566‌

$

19,470,505‌

$

6,905,258‌

21

Polaris

Global

Value

Fund

NOTES

TO

FINANCIAL

STATEMENTS

DECEMBER

31,

2021

As

of

December

31,

2021,

distributable

earnings

on

a

tax

basis

were

as

follows:

The

difference

between

components

of

distributable

earnings

on

a

tax

basis

and

the

amounts

reflected

in

the

Statement

of

Assets

and

Liabilities

are

primarily

due

to

passive

foreign

investment

company

transactions,

wash

sales

and

return

of

capital

on

equity

securities.

During

the

year

ended

December

31,

2021,

the

Fund

utilized

$1,166,745

of

capital

loss

carryforwards

to

offset

capital

gains.

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

to

the

financial

statements

as

of

the

date

the

financial

statements

were

issued.

Undistributed

Ordinary

Income

$

773,476‌

Undistributed

Long-Term

Gain

6,852,129‌

Unrealized

Appreciation

118,731,172‌

Total

$

126,356,777‌

22

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

To

the

Board

of

Trustees

of

Forum

Funds

and

the

Shareholders

of

Polaris

Global

Value

Fund

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities

of

Polaris

Global

Value

Fund,

a

series

of

shares

of

beneficial

interest

in

Forum

Funds

(the

“Fund”),

including

the

schedule

of

investments,

as

of

December

31,

2021,

and

the

related

statement

of

operations

for

the

year

then

ended,

the

statements

of

changes

in

net

assets

for

each

of

the

years

in

the

two-year

period

then

ended

and

the

financial

highlights

for

each

of

the

years

in

the

five-year

period

then

ended,

and

the

related

notes

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

as

of

December

31,

2021,

and

the

results

of

its

operations

for

the

year

then

ended,

the

changes

in

its

net

assets

for

each

of

the

years

in

the

two-year

period

then

ended

and

its

financial

highlights

for

each

of

the

years

in

the

five-year

period

then

ended,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund's

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

law

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audits

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

The

Fund

is

not

required

to

have,

nor

were

we

engaged

to

perform,

an

audit

of

its

internal

control

over

financial

reporting.

As

part

of

our

audits

we

are

required

to

obtain

an

understanding

of

internal

control

over

financial

reporting

but

not

for

the

purpose

of

expressing

an

opinion

on

the

effectiveness

of

the

Fund’s

internal

control

over

financial

reporting.

Accordingly,

we

express

no

such

opinion.

Our

audits

included

performing

procedures

to

assess

the

risk

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

December

31,

2021

by

correspondence

with

the

custodian

and

broker.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

BBD,

LLP

We

have

served

as

the

auditor

of

one

or

more

of

the

Funds

in

the

Forum

Funds

since

2008.

Philadelphia,

Pennsylvania

February

25,

2022

23

Polaris

Global

Value

Fund

ADDITIONAL

INFORMATION

(Unaudited)

DECEMBER

31,

2021

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

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

the

Trust’s

Valuation

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,

2020

through

June

30,

2021

in

order

to

prepare

a

written

report

to

the

Board

for

review

at

its

meeting

held

on

September

9,

2021.

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

(888)

263-5594,

on

the

Fund's

website

at

www.polarisfunds.com,

and

on

the

SEC’s

website

at

www.sec.gov.

The

Fund’s

proxy

voting

record

for

the

most

recent

twelve-month

period

ended

June

30

is

available,

without

charge

and

upon

request,

by

calling

(888)

263-5594,

on

the

Fund's

website

at

www.polarisfunds.com,

and

on

the

SEC’s

website

at

www.sec.gov.

Availability

of

Quarterly

Portfolio

Schedules

The

Fund

files

its

complete

schedule

of

portfolio

holdings

with

the

SEC

for

the

first

and

third

quarters

of

each

fiscal

year

on

Form

N-PORT.

Forms

N-PORT

are

available

free

of

charge

on

the

SEC’s

website

at

www.sec.gov.

24

Polaris

Global

Value

Fund

ADDITIONAL

INFORMATION

(Unaudited)

DECEMBER

31,

2021

Shareholder

Expense

Example

As

a

shareholder

of

the

Fund,

you

incur

two

types

of

costs:

(1)

transaction

costs,

including

redemption

fees

and

exchange

fees,

and

(2)

ongoing

costs,

including

management

fees

and

other

Fund

expenses.

This

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

Fund,

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

The

example

is

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

for

the

entire

period

from

July

1,

2021

through

December

31,

2021.

Actual

Expenses

–

The

first

line

of

the

table

below

provides

information

about

actual

account

values

and

actual

expenses.

You

may

use

the

information

in

this

line,

together

with

the

amount

you

invested,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

in

the

first

line

under

the

heading

entitled

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

the

period.

Hypothetical

Example

for

Comparison

Purposes

–

The

second

line

of

the

table

below

provides

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

You

may

use

this

information

to

compare

the

ongoing

costs

of

investing

in

the

Fund

and

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

the

expenses

shown

in

the

table

are

meant

to

highlight

your

ongoing

costs

only

and

do

not

reflect

any

transactional

costs,

such

as

redemption

fees

and

exchange

fees.

Therefore,

the

second

line

of

the

table

is

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

In

addition,

if

these

fees

were

included,

your

costs

would

have

been

higher.

Federal

Tax

Status

of

Dividends

Declared

during

the

Fiscal

Year

For

federal

income

tax

purposes,

dividends

from

short-term

capital

gains

are

classified

as

ordinary

income.

The

Fund

designates

20.56

%

of

its

income

dividend

distributed

as

qualifying

for

the

corporate

dividends-received

deduction

(DRD)

Beginning

Account

Value

July

1,

2021

Ending

Account

Value

December

31,

2021

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Actual

$

1,000.00‌

$

1,013.29‌

$

5.02‌

0.99%‌

Hypothetical

(5%

return

before

expenses)

$

1,000.00‌

$

1,020.21‌

$

5.04‌

0.99%‌

*

Expenses

are

equal

to

the

Fund’s

annualized

expense

ratio

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half-year

(184)

divided

by

365

to

reflect

the

half-year

period.

25

Polaris

Global

Value

Fund

ADDITIONAL

INFORMATION

(Unaudited)

DECEMBER

31,

2021

and

76.19

%

for

the

qualified

dividend

rate

(QDI)

as

defined

in

Section

1(h)(11)

of

the

Code.

The

Fund

also

designates

0.04

%

as

qualified

interest

income

exempt

from

U.S.

tax

for

foreign

shareholders

(QII).

The

Fund

also

designates

52.94

%

as

short-term

capital

gain

dividends

exempt

from

U.S.

tax

for

foreign

shareholders

(QSD).

The

Fund

paid

long-term

capital

gain

dividends

of

$3,527,403.

Trustees

and

Officers

of

the

Trust

The

Board

is

responsible

for

oversight

of

the

management

of

the

Trust’s

business

affairs

and

of

the

exercise

of

all

the

Trust’s

powers

except

those

reserved

for

the

shareholders.

The

following

table

provides

information

about

each

Trustee

and

certain

officers

of

the

Trust.

Each

Trustee

and

officer

holds

office

until

the

person

resigns,

is

removed

or

is

replaced.

Unless

otherwise

noted,

the

persons

have

held

their

principal

occupations

for

more

than

five

years.

The

address

for

all

Trustees

and

officers

is

Three

Canal

Plaza,

Suite

600,

Portland,

Maine

04101.

The

Fund’s

Statement

of

Additional

Information

includes

additional

information

about

the

Trustees

and

is

available,

without

charge

and

upon

request,

by

calling

(888)

263-5594

or

visit

the

Fund's

website

at

www.polarisfunds.com.

(1)

Jessica

Chase

is

currently

an

interested

person

of

the

Trust,

as

defined

in

the

1940

Act,

due

to

her

affiliation

with

Apex

Fund

Services

and

her

role

as

President

of

the

Trust.

Apex

Fund

Services

is

a

wholly

owned

subsidiary

of

Apex

US

Holdings

LLC.

Name

and

Year

of

Birth

Position

with

the

Trust

Length

of

Time

Served

Principal

Occupation(s)

During

Past

Five

Years

Number

of

Series

in

Fund

Complex

Overseen

By

Trustee

Other

Directorships

Held

By

Trustee

During

Past

Five

Years

Independent

Trustees

David

Tucker

Born:

1958

Trustee;

Chairman

of

the

Board

Since

2011

and

Chairman

since

2018

Director,

Blue

Sky

Experience

(a

charitable

endeavor)

since

2008;

Senior

Vice

President

&

General

Counsel,

American

Century

Companies

(an

investment

management

firm)

1998-

2008.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Mark

D.

Moyer

Born:

1959

Trustee;

Chairman

of

the

Audit

Committee

Since

2018

Chief

Financial

Officer,

Freedom

House

(a

NGO

advocating

political

freedom

and

democracy)

since

2017;

independent

consultant

providing

interim

CFO

services,

principally

to

non-profit

organizations,

2011-2017.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Jennifer

Brown-

Strabley

Born:

1964

Trustee

Since

2018

Principal,

Portland

Global

Advisors

(a

registered

investment

adviser),

1996-

2010.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Interested

Trustees

(1)

Jessica

Chase

Born:

1970

Trustee

Since

2018

Director,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

26

Polaris

Global

Value

Fund

ADDITIONAL

INFORMATION

(Unaudited)

DECEMBER

31,

2021

Name

and

Year

of

Birth

Position

with

the

Trust

Length

of

Time

Served

Principal

Occupation(s)

During

Past

5

Years

Officers

Jessica

Chase

Born:

1970

President;

Principal

Executive

Officer

Since

2015

Director,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Karen

Shaw

Born:

1972

Treasurer;

Principal

Financial

Officer

Since

2008

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Zachary

Tackett

Born:

1988

Vice

President;

Secretary

and

Anti-

Money

Laundering

Compliance

Officer

Since

2014

Senior

Counsel,

Apex

Fund

Services

since

2019;

Counsel,

Atlantic

Fund

Services

2014-

2019.

Michael

J.

McKeen

Born:

1971

Vice

President

Since

2009

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Timothy

Bowden

Born:

1969

Vice

President

Since

2009

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2008-2019.

Geoffrey

Ney

Born:

1975

Vice

President

Since

2013

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2013-2019.

Todd

Proulx

Born:

1978

Vice

President

Since

2013

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2013-2019.

Carlyn

Edgar

Born:

1963

Chief

Compliance

Officer

and

Vice

President

Chief

Compliance

Officer

2008-2016

and

2021-current;

Vice

President

since

2008

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

INTENTIONALLY

LEFT

BLANK

Annual

Report

DECEMBER

31,

2021

INVESTMENT

ADVISER

Polaris

Capital

Management,

LLC

121

High

Street

Boston,

MA

02110-2475

DISTRIBUTOR

Foreside

Fund

Services,

LLC

Three

Canal

Plaza,

Suite

100

Portland,

ME

04101

www.foreside.com

TRANSFER

AGENT

Apex

Fund

Services

P.O.

Box

588

Portland,

ME

04112

www.apexgroup.com

This

report

is

submitted

for

the

general

information

of

the

shareholders

of

the

Fund.

It

is

not

authorized

for

distribution

to

prospective

investors

unless

preceded

or

accompanied

by

an

effective

prospectus,

which

includes

information

regarding

the

Fund’s

risks,

objectives,

fees

and

expenses,

experience

of

its

management

and

other

information.

225-ANR-1221

BEEHX

Annual

Report

December

31,

2021

Table

of

Contents

The

views

expressed

in

this

report

are

those

of

the

investment

advisor

of

The

BeeHive

Fund

(the

“Fund”)

as

of

December

31,

2021

and

may

not

reflect

its

views

on

the

date

this

report

is

first

published

or

any

time

thereafter.

These

views

are

intended

to

assist

shareholders

of

the

Fund

in

understanding

their

investments

in

the

Fund

and

do

not

constitute

investment

advice.

The

Fund

is

subject

to

various

forms

of

risk,

including

the

possible

loss

of

principal.

Investing

in

foreign

securities

entails

risks

not

associated

with

domestic

equities,

including

economic

and

political

instability

and

currency

fluctuations.

Investing

in

fixed

income

securities

includes

the

risk

that

rising

interest

rates

will

cause

a

decline

in

values.

Focused

investments

in

particular

industries

or

market

sectors

can

entail

increased

volatility

and

greater

market

risk

than

is

the

case

with

more

broadly

diversified

investments.

Investments

in

securities

of

small

and

mid-capitalization

companies

involve

the

possibility

of

greater

volatility

than

investments

in

larger

capitalization

companies.

Investments

in

American

Depositary

Receipts

involve

many

of

the

same

risks

as

investing

in

foreign

securities.

A

Message

to

Our

Shareholders

(Unaudited)

1

Performance

Chart

and

Analysis

(Unaudited)

4

Schedule

of

Investments

5

Statement

of

Assets

and

Liabilities

6

Statement

of

Operations

7

Statements

of

Changes

in

Net

Assets

8

Financial

Highlights

9

Notes

to

Financial

Statements

10

Report

of

Independent

Registered

Public

Accounting

Firm

14

Additional

Information

(Unaudited)

15

The

BeeHive

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

December

31,

2021

1

Dear

Shareholders,

Market

Overview

Midtown

Manhattan

is

empty.

Again.

The

sense

of

desperation

and

fear

that

we

felt

in

the

spring

of

2020

has

been

replaced

by

a

general

weariness.

Strangers

bond

over

the

question

“will

this

ever

end?”

Yet,

the

local

businesses

that

survived

the

first

round

seem

to

be

getting

by.

During

the

worst

of

the

early

pandemic

shutdown,

the

hole-in-the-wall

pizza

place

around

the

corner

from

Spears

Abacus

managed

to

stay

open

despite

a

90%

decline

in

business.

Thanks

to

a

handful

of

major

construction

projects

nearby,

it

now

has

a

slow

but

steady

stream

of

customers.

Many

of

the

construction

workers

buying

pizza

and

calzones

are

building

a

new

headquarters

for

JP

Morgan.

2021

started

with

vaccine-induced

optimism

but

ended

with

Omicron.

Along

the

way,

global

economic

activity

began

to

boom,

and

inflation

appeared

to

be

stickier

than

anticipated.

Interest

rates

rose,

making

the

bond

market

a

challenging

place

to

generate

positive

returns.

U.S.

stock

market

averages

boomed,

but

underlying

conditions

were

oddly

challenging.

Despite

positive

returns

in

the

mid-

20%

range

for

most

averages,

almost

40%

of

U.S.

stocks

posted

negative

returns

for

the

year.

Nearly

a

third

were

down

more

than

10%.

Such

stocks

are

sometimes

referred

to

as

torpedoes

because

they

come

out

of

nowhere

and

can

sink

a

portfolio.

It

is

often

the

case

that

stocks

that

underperform

have

some

common

characteristic,

size

or

similar

industry

groupings.

This

was

less

so

in

2021,

making

torpedoes

especially

difficult

to

avoid.

As

usual,

Washington

provided

its

own

crosscurrents.

Congress

passed

one

big

spending

bill,

but

Build

Back

Better

has

ground

to

a

halt.

In

the

absence

of

clarity

around

fiscal

policy,

monetary

policy

is

back

in

the

spotlight.

In

early

December,

the

governors

of

the

Federal

Reserve

Bank

abandoned

the

word

“transitory”

and

acknowledged

that

inflation

was

not

abating.

The

Fed

would

taper

its

purchases

of

bonds

more

quickly

than

anticipated

and

would

likely

raise

short-term

interest

rates

sooner

and

faster

than

markets

previously

forecasted.

The

shift

was

quickly

dubbed

the

Powell

Pivot.

“Powell’s

pivot

on

inflation

turns

the

trader

pandemic

playbook

on

its

head.”

–

Headline

from

Trader

Talk,

CNBC

on

December

1,

2021.

The

pivot

from

accommodation

to

tightening

presumably

would

usher

in

a

new

set

of

investing

“rules.”

But

at

least

the

rules

would

be

clear.

What

worked

best

during

a

period

of

easy

money

would

likely

lag

as

interest

rates

rise.

New

leadership

would

emerge.

Investors

refer

to

this

as

a

regime

change.

When

it

is

orderly,

it

can

be

relatively

easily

navigated.

Orderly

went

out

the

window

with

Omicron.

Because

Omicron

surfaced

during

the

holiday

season,

its

impact,

particularly

on

the

travel

industry,

has

been

particularly

visible.

We

have

read

or

known

firsthand

about

thousands

of

cancelled

flights.

Guest

lists

shrank

or

expanded

as

family

members

and

friends

tested

positive

or

were

suddenly

available

because

others

contracted

Covid.

Events

were

cancelled.

Hotels

lost

guests.

Businesses

closed

for

lack

of

healthy

employees.

Assuming

that

these

challenges

are

felt

throughout

the

economy,

the

debate

about

the

future

of

inflation

will

resurface.

Using

our

local

pizza

place

as

an

example,

if

it

must

lay

off

its

few

remaining

employees

or

close

altogether,

it

would

be

bad

for

the

economy.

However,

if

even

a

few

more

office

workers

return

and

join

the

pipefitters

and

electricians

buying

slices,

it

might

require

the

pizzeria

to

hire

back

another

helper

at

the

same

time

that

it

is

forced

to

raise

prices

because

it

is

more

difficult

and

expensive

to

get

cheese,

tomatoes

and

flour.

This

could

be

good

for

the

economy

but

bad

for

inflation.

Central

bankers

are

charged

with

predicting

which

path

is

more

likely

and

adjusting

monetary

policy

accordingly.

Market

participants,

especially

shorter

term

traders,

will

examine

Fed

actions

and

statements

under

a

microscope

and

will

speculate

on

the

persistence

of

the

Powell

Pivot.

Many

will

place

bets

on

whether

there

will

be

a

regime

change.

When

we

invest,

we

avoid

the

behavior

and

language

of

Las

Vegas.

But

we

think

a

lot

about

the

kinds

of

risks

that

are

present

in

financial

markets.

Potential

inflection

points

(regime

changes)

present

specific

kinds

of

risks

that

can

be

quite

difficult

to

accurately

predict.

That

is

one

of

the

many

good

reasons

that

we

invest

in

a

portfolio

of

securities,

not

just

a

small

handful.

We

cannot

avoid

risk,

so

do

our

best

to

diversify

it.

In

this

environment,

we

do

not

want

to

have

too

much

exposure

to

either

the

old

or

new

regime.

We

prefer

to

invest

in

businesses

where

the

factors

determining

risk

and

reward

are

unique

and

specific

rather

than

associated

with

general

economic

trends.

However,

this

is

not

always

possible.

The

BeeHive

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

December

31,

2021

2

We

will

continue

to

own

companies

that

we

believe

can

prosper

in

a

slow

growth

environment.

These

are

highly

profitable

businesses

that

have

little

competition

and

receive

steady

demand

for

their

products

and

services

in

all

but

the

most

dire

economic

circumstances.

As

a

result,

these

stocks

often

trade

at

relatively

high

valuations,

which

investors

are

willing

to

accept

in

a

low

interest-rate

environment.

If

the

Omicron

variant

forces

economies

to

retrench,

these

stocks

should

continue

to

outperform.

If,

in

fact,

we

do

enter

a

rising

growth

and

interest-rate

environment,

we

would

not

expect

this

group

of

stocks

to

be

market

leaders.

These

investments

are

balanced

by

another

portion

of

our

portfolios

invested

in

companies

that

benefit

directly

from

an

improving

economy.

Economic

sensitivity

is

usually

“rewarded”

with

lower

stock

valuations.

Cheap

stocks

have

noticeably

underperformed

in

the

low-growth

environment

since

the

financial

crisis,

creating

potentially

attractive

opportunities.

If

Covid

worries

fade

more

quickly

than

anticipated,

people

go

back

to

work,

eat

out

more,

buy

another

new

car

or

upgrade

appliances,

the

result

can

be

better

than

expected

earnings

growth

for

the

companies

that

provide

those

goods

and

services.

The

combination

of

lower

valuations

and

surprisingly

strong

earnings

generally

results

in

higher

stock

prices,

even

when

interest

rates

are

rising.

Many

companies

in

the

latter

group

have

been

out

of

favor

for

a

number

of

years.

Mainstream

investors

are

likely

unaware

that

the

best

of

them

have

meaningfully

improved

operations,

competitive

position

and

financial

characteristics.

Some

are

significant

beneficiaries

of

new

technologies

that

improve

their

businesses

further

still.

Undervalued

and

under-appreciated

can

be

an

especially

enticing

combination.

Portfolio

Insight

–

Technology

in

Unexpected

Places

In

2011

Mark

Andreesen,

one

of

the

most

respected

venture

capitalists

in

Silicon

Valley,

published

an

article

in

The

Wall

Street

Journal

titled,

“Why

Software

is

Eating

the

World”.

His

premise

was

that

ubiquitous

internet

access,

powerful

smartphones

and

cloud

delivery

of

applications

and

computing

power

would

enable

software-based

companies

to

successfully

compete

against

entrenched

players

in

traditional

industries.

Early

and

extreme

examples

would

be

Amazon

and

Netflix

pushing

Borders,

Barnes

&

Noble,

Blockbuster

and

others

out

of

the

bookselling

and

movie-rental

businesses.

“Over

the

next

10

years,”

Andreesen

wrote,

“the

battles

between

incumbents

and

software-powered

insurgents

will

be

epic.”

He

was

remarkably

prescient.

Google

and

Facebook

have

muscled

their

way

into

advertising.

Airbnb

is

a

significant

factor

in

hospitality.

Apple

and

Spotify

have

made

CDs

obsolete.

The

list

goes

on.

We

believe

that

it

is

likely

that,

in

the

next

decade,

software

will

move

even

more

deeply

into

industries

that

are

generally

thought

of

as

existing

only

in

the

physical

world.

Perhaps

the

most

obvious

example

of

this

is

in

the

automobile

industry.

Software

has

been

making

inroads

into

the

auto

industry

for

years,

arguably

since

VW

introduced

electronic

fuel

injection

in

the

1968

Type

III.

While

there

has

been

a

dramatic

increase

in

software

content

over

the

last

half

century

–

engine

management

systems,

anti-lock

brakes,

navigation

systems,

etc.

–

most

cars

on

the

road

today

are

not

all

that

different

than

the

VW

Type

III.

An

internal

combustion

engine

under

the

hood,

with

a

human

behind

the

wheel

calling

the

shots.

We

believe

that

the

next

ten

years

will

be

very

different

as

power-train

electrification

and

increasing

“active

safety”

content

bring

a

once-in-a-generation

change

in

personal

mobility.

In

the

end,

it

will

not

be

a

car

with

a

computer

in

it,

but

a

car

that

is

a

computer.

The

potential

implications

of

this

are

already

visible

in

the

market.

The

market

cap

of

Tesla,

a

perceived

or

presumed

winner,

is

30%

larger

than

the

ten

largest

auto

makers

by

volume.

In

our

opinion,

this

is

not

because

the

market

believes

that

Tesla

will

one

day

produce

all

the

cars

in

the

world,

but

because

in

a

world

of

software-enabled

vehicles,

new

high-margin

profit

pools

will

exist.

There

is

skepticism

in

the

market,

but

we

don’t

think

that

Tesla

will

be

alone

in

capturing

this

opportunity.

The

BeeHive

Fund

A

MESSAGE

TO

OUR

SHAREHOLDERS

(Unaudited)

December

31,

2021

3

Much

the

way

that

smartphone

makers

have

been

able

to

monetize

those

platforms

through

app

stores

and

search

deals,

we

believe

that

automakers

will

increasingly

find

ways

to

monetize

the

data

produced

and

consumed

by

the

vehicle

and

the

captive

audience

inside.

For

instance,

GM

is

already

using

vehicle

driving

data

to

launch

an

insurance

business

that

can

compete

by

offering

lower

rates

to

proven

safe

drivers.

But

it

won’t

be

just

car

makers

that

benefit.

We

believe

that

Fund

holding

Aptiv

will

be

among

the

clear

winners.

Once

a

traditional

auto-parts

supplier,

the

company

has

worked

to

position

its

portfolio

of

products

to

benefit

from

active

safety

and

electrification.

Its

revenue

should

continue

to

grow

by

eight

to

ten

percentage

points

above

the

auto

market

broadly

and

with

expanding

margins

as

sales

increasingly

come

from

software,

rather

than

hardware.

And,

as

Tesla

has

shown,

there

will

be

opportunities

for

companies

outside

of

the

auto

industry.

Google’s

Waymo

division

is

one

of

the

leaders

in

autonomous

driving,

Apple

is

rumored

to

have

its

own

automotive

ambitions,

and

even

Microsoft

has

gotten

in

on

the

action

with

a

cloud

partnership

with

GM’s

Cruise

to

help

manage

the

masses

of

data

required

for

fully

autonomous

driving.

Regards,

Spears

Abacus

The

BeeHive

Fund

PERFORMANCE

CHART

AND

ANALYSIS

(Unaudited)

December

31,

2021

4

The

following

chart

reflects

the

change

in

the

value

of

a

hypothetical

$10,000

investment,

including

reinvested

dividends

and

distributions,

in

The

BeeHive

Fund

(the

“Fund”)

compared

with

the

performance

of

the

benchmark,

S&P

500

Index

(the

“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

S&P

500

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

S&P

500

does

not

include

expenses.

The

Fund

is

professionally

managed,

while

the

S&P

500

is

unmanaged

and

is

not

available

for

investment.

Comparison

of

Change

in

Value

of

a

$10,000

Investment

in

The

BeeHive

Fund

vs.

S&P

500®

Index

Performance

data

quoted

represents

past

performance

and

is

no

guarantee

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Investment

return

and

principal

value

will

fluctuate

so

that

shares,

when

redeemed,

may

be

worth

more

or

less

than

original

cost.

As

stated

in

the

Fund’s

prospectus,

the

annual

operating

expense

ratio

(gross)

is

1.00%.

However,

the

Fund’s

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%,

through

April

30,

2022

(the

“Expense

Cap”).

The

Expense

Cap

may

be

raised

or

eliminated

only

with

the

consent

of

the

Board

of

Trustees.

The

advisor

may

recoup

from

the

Fund

fees

waived

and

expenses

reimbursed

by

the

advisor

pursuant

to

the

Expense

Cap

if

such

recoupment

is

made

within

three

years

of

the

fee

waiver

or

expense

reimbursement

and

does

not

cause

the

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

(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.

Total

Annual

Fund

Operating

Expenses

After

Fee

Waiver

and/or

Expense

Reimbursement

will

increase

if

exclusions

from

the

Expense

Cap

apply.

The

performance

table

and

graph

do

not

reflect

the

deduction

of

taxes

that

a

shareholder

would

pay

on

Fund

distributions

or

the

redemption

of

Fund

shares.

Returns

greater

than

one

year

are

annualized.

For

the

most

recent

month-end

performance,

please

call

(866)

684-4915.

Average

Annual

Total

Returns

Periods

Ended

December

31,

2021

One

Year

Five

Year

Ten

Year

The

BeeHive

Fund

20.79%

13.47%

12.33%

S&P

500®

Index

28.71%

18.47%

16.55%

The

BeeHive

Fund

SCHEDULE

OF

INVESTMENTS

December

31,

2021

5

See

Notes

to

Financial

Statements.

The

following

is

a

summary

of

the

inputs

used

to

value

the

Fund’s investments

as

of

December

31,

2021. 

The

inputs

or

methodology

used

for

valuing

securities

are

not

necessarily

an

indication

of

the

risks

associated

with

investing

in

those

securities.

For

more

information

on

valuation

inputs,

and

their

aggregation

into

the

levels

used

in

the

table

below,

please

refer

to

the

Security

Valuation

section

in

Note

2

of

the

accompanying

Notes

to

Financial

Statements.

The

Level

1

value

displayed

in

this

table

is

Common

Stock.

The

Level

2

value

displayed

in

this

table

is

a

Money

Market

Fund.

Refer

to

this

Schedule

of

Investments

for

a

further

breakout

of

each

security

by

industry.

Shares

Security

Description

Value

Common

Stock

-

99.0%

Consumer

Discretionary

-

14.7%

35,760‌

Aptiv

PLC 

(a)

$

5,898,612‌

98,520‌

Comcast

Corp.,

Class A

4,958,512‌

109,550‌

General

Motors

Co. 

(a)

6,422,916‌

108,720‌

Prosus

NV,

ADR

1,805,839‌

56,513‌

Restaurant

Brands

International,

Inc.

3,429,209‌

13,930‌

Whirlpool

Corp.

3,268,814‌

25,783,902‌

Consumer

Staples

-

9.5%

63,600‌

Molson

Coors

Beverage

Co.,

Class B

2,947,860‌

81,940‌

Mondelez

International,

Inc.,

Class A

5,433,441‌

49,750‌

Nestle

SA,

ADR

6,983,408‌

38,397‌

US

Foods

Holding

Corp. 

(a)

1,337,368‌

16,702,077‌

Financials

-

14.9%

15,320‌

Aon

PLC,

Class A

4,604,579‌

11,720‌

Berkshire

Hathaway,

Inc.,

Class B 

(a)

3,504,280‌

36,970‌

Chubb,

Ltd.

7,146,671‌

42,950‌

Intercontinental

Exchange,

Inc.

5,874,271‌

31,610‌

JPMorgan

Chase

&

Co.

5,005,444‌

26,135,245‌

Health

Care

-

7.3%

77,467‌

Tabula

Rasa

HealthCare,

Inc. 

(a)

1,162,005‌

17,335‌

Thermo

Fisher

Scientific,

Inc.

11,566,605‌

12,728,610‌

Industrials

-

6.0%

61,030‌

Berry

Global

Group,

Inc. 

(a)

4,502,793‌

80,061‌

BrightView

Holdings,

Inc. 

(a)

1,127,259‌

15,000‌

Danaher

Corp.

4,935,150‌

10,565,202‌

Materials

-

5.8%

32,370‌

Ball

Corp.

3,116,260‌

63,950‌

Crown

Holdings,

Inc.

7,074,148‌

10,190,408‌

Real

Estate

-

2.7%

28,530‌

Prologis,

Inc.

REIT

4,803,311‌

Software

&

Services

-

33.1%

3,082‌

Alphabet,

Inc.,

Class A 

(a)

8,928,677‌

2,251‌

Alphabet,

Inc.,

Class C 

(a)

6,513,471‌

87,110‌

CDK

Global,

Inc.

3,635,972‌

76,220‌

Clarivate

PLC 

(a)

1,792,694‌

39,990‌

Fiserv,

Inc. 

(a)

4,150,562‌

27,329‌

Global

Payments,

Inc.

3,694,334‌

57,755‌

Microsoft

Corp.

19,424,162‌

59,860‌

Oracle

Corp.

5,220,391‌

40,581‌

VMware,

Inc.,

Class A

4,702,526‌

58,062,789‌

Technology

Hardware

&

Equipment

-

5.0%

49,765‌

Apple,

Inc.

8,836,771‌

Total

Common

Stock

(Cost

$72,381,201)

173,808,315‌

Shares

Security

Description

Value

Money

Market

Fund

-

2.1%

3,654,699‌

First

American

Treasury

Obligations

Fund,

Class X,

0.01% 

(b)

(Cost

$3,654,699)

3,654,699‌

Investments,

at

value

-

101.1%

(Cost

$76,035,900)

$

177,463,014‌

Other

Assets

&

Liabilities,

Net

-

(1.1)%

(1,867,833‌)

Net

Assets

-

100.0%

$

175,595,181‌

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,

2021.

Valuation

Inputs

Investments

in

Securities

Level

1

-

Quoted

Prices

$

173,808,315‌

Level

2

-

Other

Significant

Observable

Inputs

3,654,699‌

Level

3

-

Significant

Unobservable

Inputs

–‌

Total

$

177,463,014‌

PORTFOLIO

HOLDINGS

(Unaudited)

%

of

Total

Investments

Consumer

Discretionary

14.5‌%

Consumer

Staples

9.4‌%

Financials

14.7‌%

Health

Care

7.2‌%

Industrials

6.0‌%

Materials

5.7‌%

Real

Estate

2.7‌%

Software

&

Services

32.7‌%

Technology

Hardware

&

Equipment

5.0‌%

Money

Market

Fund

2.1‌%

100.0‌%

The

BeeHive

Fund

STATEMENT

OF

ASSETS

AND

LIABILITIES

December

31,

2021

6

See

Notes

to

Financial

Statements.

ASSETS

Investments,

at

value

(Cost

$76,035,900)

177,463,014‌

Receivables:

Dividends

94,503‌

Prepaid

expenses

6,039‌

Total

Assets

177,563,556‌

LIABILITIES

Payables:

Investment

securities

purchased

1,800,995‌

Distributions

payable

3,633‌

Accrued

Liabilities:

Investment

advisor

fees

114,526‌

Fund

services

fees

19,971‌

Other

expenses

29,250‌

Total

Liabilities

1,968,375‌

NET

ASSETS

$

175,595,181‌

COMPONENTS

OF

NET

ASSETS

Paid-in

capital

$

74,604,649‌

Distributable

earnings

100,990,532‌

NET

ASSETS

$

175,595,181‌

SHARES

OF

BENEFICIAL

INTEREST

AT

NO

PAR

VALUE

(UNLIMITED

SHARES

AUTHORIZED)

7,948,004‌

NET

ASSET

VALUE,

OFFERING

AND

REDEMPTION

PRICE

PER

SHARE

$

22.09‌

The

BeeHive

Fund

STATEMENT

OF

OPERATIONS

FOR

THE

YEAR

ENDED

DECEMBER

31,

2021

7

See

Notes

to

Financial

Statements.

INVESTMENT

INCOME

Dividend

income

(Net

of

foreign

withholding

taxes

of

$74,064)

$

1,735,178‌

Total

Investment

Income

1,735,178‌

EXPENSES

Investment

advisor

fees

1,233,632‌

Fund

services

fees

230,244‌

Custodian

fees

17,416‌

Registration

fees

8,706‌

Professional

fees

43,577‌

Trustees’

fees

and

expenses

6,052‌

Investment

advisor

expense

reimbursements

recouped

19,148‌

Other

expenses

42,968‌

Total

Expenses

1,601,743‌

NET

INVESTMENT

INCOME

133,435‌

NET

REALIZED

AND

UNREALIZED

GAIN

(LOSS)

Net

realized

gain

on

investments

7,531,633‌

Net

change

in

unrealized

appreciation

(depreciation)

on

investments

22,947,971‌

NET

REALIZED

AND

UNREALIZED

GAIN

30,479,604‌

INCREASE

IN

NET

ASSETS

RESULTING

FROM

OPERATIONS

$

30,613,039‌

The

BeeHive

Fund

STATEMENTS

OF

CHANGES

IN

NET

ASSETS

8

See

Notes

to

Financial

Statements.

For

the

Years

Ended

December

31,

2021

2020

OPERATIONS

Net

investment

income

$

133,435‌

$

305,249‌

Net

realized

gain

7,531,633‌

3,342,991‌

Net

change

in

unrealized

appreciation

(depreciation)

22,947,971‌

16,524,482‌

Increase

in

Net

Assets

Resulting

from

Operations

30,613,039‌

20,172,722‌

DISTRIBUTIONS

TO

SHAREHOLDERS

Total

Distributions

Paid

(9,200,707‌)

(2,477,905‌)

CAPITAL

SHARE

TRANSACTIONS

Sale

of

shares

1,590,570‌

2,018,346‌

Reinvestment

of

distributions

8,958,806‌

2,411,269‌

Redemption

of

shares

(6,054,219‌)

(6,851,713‌)

Increase

(Decrease)

in

Net

Assets

from

Capital

Share

Transactions

4,495,157‌

(2,422,098‌)

Increase

in

Net

Assets

25,907,489‌

15,272,719‌

NET

ASSETS

Beginning

of

Year

149,687,692‌

134,414,973‌

End

of

Year

$

175,595,181‌

$

149,687,692‌

SHARE

TRANSACTIONS

Sale

of

shares

74,670‌

117,749‌

Reinvestment

of

distributions

414,425‌

126,913‌

Redemption

of

shares

(288,033‌)

(403,672‌)

Increase

(Decrease)

in

Shares

201,062‌

(159,010‌)

The

BeeHive

Fund

FINANCIAL

HIGHLIGHTS

9

See

Notes

to

Financial

Statements.

These

financial

highlights

reflect

selected

data

for

a

share

outstanding

throughout

each

year

.

For

the

Years

Ended

December

31,

2021

2020

2019

2018

2017

NET

ASSET

VALUE,

Beginning

of

Year

$

19.32‌

$

17.00‌

$

13.10‌

$

15.23‌

$

14.26‌

INVESTMENT

OPERATIONS

Net

investment

income

(a)

0.02‌

0.04‌

0.24‌

0.13‌

0.10‌

Net

realized

and

unrealized

gain

(loss)

3.97‌

2.61‌

4.50‌

(1.79‌)

1.48‌

Total

from

Investment

Operations

3.99‌

2.65‌

4.74‌

(1.66‌)

1.58‌

DISTRIBUTIONS

TO

SHAREHOLDERS

FROM

Net

investment

income

(0.02‌)

(0.04‌)

(0.24‌)

(0.13‌)

(0.09‌)

Net

realized

gain

(1.20‌)

(0.29‌)

(0.60‌)

(0.34‌)

(0.52‌)

Total

Distributions

to

Shareholders

(1.22‌)

(0.33‌)

(0.84‌)

(0.47‌)

(0.61‌)

NET

ASSET

VALUE,

End

of

Year

$

22.09‌

$

19.32‌

$

17.00‌

$

13.10‌

$

15.23‌

TOTAL

RETURN

20.79‌%

15.59‌%

36.28‌%

(10.98‌)%

11.07‌%

RATIOS/SUPPLEMENTARY

DATA

Net

Assets

at

End

of

Year

(000s

omitted)

$

175,595‌

$

149,688‌

$

134,415‌

$

105,406‌

$

130,876‌

Ratios

to

Average

Net

Assets:

(b)

Net

investment

income

0.08‌%

0.23‌%

1.49‌%

0.84‌%

0.64‌%

Net

expenses

0.97‌%(c)

0.98‌%

0.98‌%

0.99‌%

0.99‌%(c)

Gross

expenses

0.97‌%

0.99‌%(d)

0.98‌%(d)

0.99‌%(d)

0.99‌%

PORTFOLIO

TURNOVER

RATE

14‌%

22‌%

10‌%

10‌%

14‌%

(a)

Calculated

based

on

average

shares

outstanding

during

each

year.

(b)

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.

(c)

Ratio

includes

waivers

and

previously

waived

investment

advisory

fees

recovered.  The

impact

of

the

recovered

fees

may

cause

a

higher

net

expense

ratio.

(d)

Reflects

the

expense

ratio

excluding

any

waivers

and/or

reimbursements.

The

BeeHive

Fund

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2021

10

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

year.

Actual

amounts

could

differ

from

those

estimates.

The

following

summarizes

the

significant

accounting

policies

of

the

Fund:

Security

Valuation

–

Securities

are

valued

at

market

prices

using

the

last

quoted

trade

or

official

closing

price

from

the

principal

exchange

where

the

security

is

traded,

as

provided

by

independent

pricing

services

on

each

Fund

business

day.

In

the

absence

of

a

last

trade,

securities

are

valued

at

the

mean

of

the

last

bid

and

ask

price

provided

by

the

pricing

service.

Shares

of

non-exchange

traded

open-end

mutual

funds

are

valued

at

net

asset

value

(“NAV”).

Short-term

investments

that

mature

in

sixty

days

or

less

may

be

valued

at

amortized

cost.

The

Fund

values

its

investments

at

fair

value

pursuant

to

procedures

adopted

by

the

Trust’s

Board

of

Trustees

(the

“Board”)

if

(1)

market

quotations

are

not

readily

available

or

(2)

the

Advisor,

as

defined

in

Note

3,

believes

that

the

values

available

are

unreliable.

The

Trust’s

Valuation

Committee,

as

defined

in

the

Fund’s

registration

statement,

performs

certain

functions

as

they

relate

to

the

administration

and

oversight

of

the

Fund’s

valuation

procedures.

Under

these

procedures,

the

Valuation

Committee

convenes

on

a

regular

and

ad

hoc

basis

to

review

such

investments

and

considers

a

number

of

factors,

including

valuation

methodologies

and

significant

unobservable

inputs,

when

arriving

at

fair

value.

The

Valuation

Committee

may

work

with

the

Advisor

to

provide

valuation

inputs.

In

determining

fair

valuations,

inputs

may

include

market-based

analytics

that

may

consider

related

or

comparable

assets

or

liabilities,

recent

transactions,

market

multiples,

book

values

and

other

relevant

investment

information.

Advisor

inputs

may

include

an

income-based

approach

in

which

the

anticipated

future

cash

flows

of

the

investment

are

discounted

in

determining

fair

value.

Discounts

may

also

be

applied

based

on

the

nature

or

duration

of

any

restrictions

on

the

disposition

of

the

investments.

The

Valuation

Committee

performs

regular

reviews

of

valuation

methodologies,

key

inputs

and

assumptions,

disposition

analysis

and

market

activity.

Fair

valuation

is

based

on

subjective

factors

and,

as

a

result,

the

fair

value

price

of

an

investment

may

differ

from

the

security’s

market

price

and

may

not

be

the

price

at

which

the

asset

may

be

sold.

Fair

valuation

could

result

in

a

different

NAV

than

a

NAV

determined

by

using

market

quotes.

GAAP

has

a

three-tier

fair

value

hierarchy.

The

basis

of

the

tiers

is

dependent

upon

the

various

“inputs”

used

to

determine

the

value

of

the

Fund’s

investments.

These

inputs

are

summarized

in

the

three

broad

levels

listed

below:

Level

1

-

Quoted

prices

in

active

markets

for

identical

assets

and

liabilities.

Level

2

-

Prices

determined

using

significant

other

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

prepayment

speeds,

credit

risk,

etc.).

Short-term

securities

with

maturities

of

sixty

days

or

less

are

valued

at

amortized

cost,

which

approximates

market

value,

and

are

categorized

as

Level

2

in

the

hierarchy.

Municipal

securities,

long-term

U.S.

government

obligations

and

corporate

debt

securities

are

valued

in

accordance

with

the

evaluated

price

supplied

by

a

pricing

service

and

generally

categorized

as

Level

2

in

the

hierarchy.

Other

securities

that

are

categorized

as

Level

2

in

the

hierarchy

include,

but

are

not

limited

to,

warrants

that

do

not

trade

on

an

exchange,

securities

valued

at

the

mean

between

the

last

reported

bid

and

ask

quotation

and

international

equity

securities

valued

by

an

independent

third

party

with

adjustments

for

changes

in

value

between

the

time

of

the

securities’

respective

local

market

closes

and

the

close

of

the

U.S.

market.

The

BeeHive

Fund

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2021

11

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,

2021,

for

the

Fund’s

investments

is

included

at

the

end

of

the

Fund’s

Schedule

of

Investments.

Security

Transactions,

Investment

Income

and

Realized

Gain

and

Loss

–

Investment

transactions

are

accounted

for

on

the

trade

date.

Dividend

income

is

recorded

on

the

ex-dividend

date.

Non-cash

dividend

income

is

recorded

at

the

fair

market

value

of

the

securities

received.

Foreign

dividend

income

is

recorded

on

the

ex-dividend

date

or

as

soon

as

possible

after

determining

the

existence

of

a

dividend

declaration

after

exercising

reasonable

due

diligence.

Income

and

capital

gains

on

some

foreign

securities

may

be

subject

to

foreign

withholding

taxes,

which

are

accrued

as

applicable.

Interest

income

is

recorded

on

an

accrual

basis.

Premium

is

amortized

to

the

next

call

date

above

par

and

discount

is

accreted

to

maturity

using

the

effective

interest

method.

Identified

cost

of

investments

sold

is

used

to

determine

the

gain

and

loss

for

both

financial

statement

and

federal

income

tax

purposes.

Distributions

to

Shareholders

–

The

Fund

declares

any

dividends

from

net

investment

income

and

pays

them

annually.

Any

net

capital

gains

and

net

foreign

currency

gains

realized

by

the

Fund

are

distributed

at

least

annually.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Distributions

are

based

on

amounts

calculated

in

accordance

with

applicable

federal

income

tax

regulations,

which

may

differ

from

GAAP.

These

differences

are

due

primarily

to

differing

treatments

of

income

and

gain

on

various

investment

securities

held

by

the

Fund,

timing

differences

and

differing

characterizations

of

distributions

made

by

the

Fund.

Federal

Taxes

–

The

Fund

intends

to

continue

to

qualify

each

year

as

a

regulated

investment

company

under

Subchapter

M

of

Chapter

1,

Subtitle

A,

of

the

Internal

Revenue

Code

of

1986,

as

amended

(“Code”),

and

to

distribute

all

of

its

taxable

income

to

shareholders.

In

addition,

by

distributing

in

each

calendar

year

substantially

all

of

its

net

investment

income

and

capital

gains,

if

any,

the

Fund

will

not

be

subject

to

a

federal

excise

tax.

Therefore,

no

federal

income

or

excise

tax

provision

is

required.

The

Fund

files

a

U.S.

federal

income

and

excise

tax

return

as

required.

The

Fund’s

federal

income

tax

returns

are

subject

to

examination

by

the

Internal

Revenue

Service

for

a

period

of

three

fiscal

years

after

they

are

filed.

As

of

December

31,

2021,

there

are

no

uncertain

tax

positions

that

would

require

financial

statement

recognition,

de-recognition

or

disclosure.

Income

and

Expense

Allocation

–

The

Trust

accounts

separately

for

the

assets,

liabilities

and

operations

of

each

of

its

investment

portfolios.

Expenses

that

are

directly

attributable

to

more

than

one

investment

portfolio

are

allocated

among

the

respective

investment

portfolios

in

an

equitable

manner.

Commitments

and

Contingencies

–

In

the

normal

course

of

business,

the

Fund

enters

into

contracts

that

provide

general

indemnifications

by

the

Fund

to

the

counterparty

to

the

contract.

The

Fund’s

maximum

exposure

under

these

arrangements

is

dependent

on

future

claims

that

may

be

made

against

the

Fund

and,

therefore,

cannot

be

estimated;

however,

based

on

experience,

the

risk

of

loss

from

such

claims

is

considered

remote.

The

Fund

has

determined

that

none

of

these

arrangements

requires

disclosure

on

the

Fund’s

balance

sheet.

Note

3.

Fees

and

Expenses

Investment

Advisor

–

Spears

Abacus

Advisors

LLC

(the

“Advisor”)

is

the

investment

advisor

to

the

Fund.

Pursuant

to

an

investment

advisory

agreement,

the

Advisor

receives

an

advisory

fee,

payable

monthly,

from

the

Fund

at

an

annual

rate

of

0.75%

of

the

Fund’s

average

daily

net

assets.

Distribution

–

Foreside

Fund

Services,

LLC

serves

as

the

Fund’s

distributor

(the

“Distributor”).

The

Distributor

is

not

affiliated

with

the

Advisor

or

Atlantic

Fund

Administration,

LLC,

a

wholly

owned

subsidiary

of

Apex

US

Holdings

LLC

(d/b/a

Apex

Fund

Services)

(“Apex”)

or

their

affiliates.

The

Fund

has

adopted

a

distribution

plan

in

accordance

with

Rule

12b-1

of

the

Act.

The

Fund

may

pay

the

Distributor

and/or

any

other

entity

as

authorized

by

the

Board

a

fee

up

to

0.25%

of

the

Fund’s

average

daily

net

assets.

The

Fund

has

suspended

payments

under

its

Rule

12b-1

plan

until

further

notice

and

has

not

paid

any

distribution

fees

to

date.

The

Fund

may

remove

the

suspension

and

make

payments

under

the

Rule

12b-1

plan

at

any

time,

subject

to

Board

approval.

Other

Service

Providers

–

Apex

provides

fund

accounting,

fund

administration,

compliance

and

transfer

agency

services

to

the

Fund.

The

fees

related

to

these

services

are

included

in

Fund

services

fees

within

the

Statement

of

Operations.

Apex

also

provides

certain

shareholder

report

production

and

EDGAR

conversion

and

filing

services.

Pursuant

to

an

Apex

Services

Agreement,

the

The

BeeHive

Fund

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2021

12

Fund

pays

Apex

customary

fees

for

its

services.

Apex

provides

a

Principal

Executive

Officer,

a

Principal

Financial

Officer,

a

Chief

Compliance

Officer

and

an

Anti-Money

Laundering

Officer

to

the

Fund,

as

well

as

certain

additional

compliance

support

functions.

Trustees

and

Officers

–

Each

Independent

Trustee’s

annual

retainer

is

$31,000

($41,000

for

the

Chairman),

and

the

Audit

Committee

Chairman

receives

an

additional

$2,000

annually.

The

Trustees

and

Chairman

may

receive

additional

fees

for

special

Board

meetings.

Each

Trustee

is

also

reimbursed

for

all

reasonable

out-of-pocket

expenses

incurred

in

connection

with

his

or

her

duties

as

a

Trustee,

including

travel

and

related

expenses

incurred

in

attending

Board

meetings.

The

amount

of

Trustees’

fees

attributable

to

the

Fund

is

disclosed

in

the

Statement

of

Operations.

Certain

officers

of

the

Trust

are

also

officers

or

employees

of

the

above

named

service

providers,

and

during

their

terms

of

office

received

no

compensation

from

the

Fund.

Note

4.

Expense

Reimbursement

and

Fees

Waived

The

Advisor

has

contractually

agreed

to

waive

its

fee

and/or

reimburse

Fund

expenses

to

limit

total

annual

Fund

operating

expenses

after

fee

waiver

and/or

expense

reimbursement

(excluding

taxes,

interest,

portfolio

transaction

expenses

and

extraordinary

expenses)

to

0.99%

of

the

Fund’s

average

daily

net

assets

through

April

30,

2022

(the

“Expense

Cap”).

The

Advisor

may

recoup

from

the

Fund

fees

waived

and

expenses

reimbursed

by

the

Advisor

pursuant

to

the

Expense

Cap

if

such

recoupment

is

made

within

three

years

of

the

fee

waiver

or

expense

reimbursement

and

does

not

cause

the

total

annual

Fund

operating

expenses

after

fee

waiver

and/or

expense

reimbursement

of

the

Fund

(after

giving

effect

to

the

recouped

amount)

to

exceed

the

lesser

of

(i)

the

then-current

expense

cap

and

(ii)

the

expense

cap

in

place

at

the

time

the

fees/expenses

were

waived/

reimbursed.

As

of

December

31,

2021

,

$

0

is

subject

to

recapture

by

the

Advisor.

Refer

back

to

the

Statement

of

Operations

to

see

what

was

recouped

during

the

year.

Note

5.

Security

Transactions

The

cost

of

purchases

and

proceeds

from

sales

of

investment

securities

(including

maturities),

other

than

short-term

investments

during

the

year

ended

December

31,

2021

totaled

$22,614,628

and

$22,901,141,

respectively.

Note

6.

Federal

Income

Tax

As

of

December

31,

2021,

the

cost

of

investments

for

federal

income

tax

purposes

is

$76,055,879 and

the

components

of

net

unrealized appreciation were

as

follows:

Distributions

paid

during

the

fiscal

years

ended

as

noted

were

characterized

for

tax

purposes

as

follows:

As

of

December

31,

2021

,

distributable

earnings

on

a

tax

basis

were

as

follows:

The

difference

between

components

of

distributable

earnings

on

a

tax

basis

and

the

amounts

reflected

in

the

Statement

of

Assets

and

Liabilities

are

primarily

due

to

post-October

losses

and

wash

sales.

For

tax

purposes,

the

current

year

post-October

loss

was

$

424,261

(realized

during

the

period

November

1,

2021

through

December

31,

2021

).

This

loss

will

be

recognized

for

tax

purposes

on

the

first

business

day

of

the

Fund’s

next

fiscal

year,

January

1,

2022.

Gross

Unrealized

Appreciation

$

105,260,053‌

Gross

Unrealized

Depreciation

(3,852,918‌)

Net

Unrealized

Appreciation

$

101,407,135‌

2021

2020

Ordinary

Income

$

148,822‌

$

275,761‌

Long-Term

Capital

Gain

9,051,885‌

2,202,144‌

$

9,200,707‌

$

2,477,905‌

Undistributed

Ordinary

Income

$

7,658‌

Capital

and

Other

Losses

(424,261‌)

Unrealized

Appreciation

101,407,135‌

Total

$

100,990,532‌

The

BeeHive

Fund

NOTES

TO

FINANCIAL

STATEMENTS

December

31,

2021

13

Note

7.

Subsequent

Events

Subsequent

events

occurring

after

the

date

of

this

report

through

the

date

these

financial

statements

were

issued

have

been

evaluated

for

potential

impact,

and

the

Fund

has

had

no

such

events.

Management

has

evaluated

the

need

for

additional

disclosures

and/or

adjustments

resulting

from

subsequent

events.

Based

on

this

evaluation,

no

additional

disclosures

or

adjustments

were

required

to

the

financial

statements

as

of

the

date

the

financial

statements

were

issued.

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

14

To

the

Board

of

Trustees

of

Forum

Funds

and

the

Shareholders

of

The

BeeHive

Fund

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities

of

The

BeeHive

Fund,

a

series

of

shares

of

beneficial

interest

in

Forum

Funds

(the

“Fund”),

including

the

schedule

of

investments,

as

of

December

31,

2021,

and

the

related

statement

of

operations

for

the

year

then

ended,

the

statements

of

changes

in

net

assets

for

each

of

the

years

in

the

two-year

period

then

ended

and

the

financial

highlights

for

each

of

the

years

in

the

five-year

period

then

ended,

and

the

related

notes

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

as

of

December

31,

2021,

and

the

results

of

its

operations

for

the

year

then

ended,

the

changes

in

its

net

assets

for

each

of

the

years

in

the

two-year

period

then

ended

and

its

financial

highlights

for

each

of

the

years

in

the

five-year

period

then

ended,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund’s

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

law

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audits

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

The

Fund

is

not

required

to

have,

nor

were

we

engaged

to

perform,

an

audit

of

its

internal

control

over

financial

reporting.

As

part

of

our

audits

we

are

required

to

obtain

an

understanding

of

internal

control

over

financial

reporting

but

not

for

the

purpose

of

expressing

an

opinion

on

the

effectiveness

of

the

Fund’s

internal

control

over

financial

reporting.

Accordingly,

we

express

no

such

opinion.

Our

audits

included

performing

procedures

to

assess

the

risk

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

December

31,

2021

by

correspondence

with

the

custodian

and

broker.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

BBD,

LLP

We

have

served

as

the

auditor

of

one

of

more

of

the

Funds

in

the

Forum

Funds

since

2008.

Philadelphia,

Pennsylvania

February

25,

2022

The

BeeHive

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2021

15

Investment

Advisory

Agreement

Approval

At

the

September

9,

2021

Board

meeting,

the

Board,

including

the

Independent

Trustees,

considered

the

approval

of

the

continuance

of

the

investment

advisory

agreement

between

the

Advisor

and

the

Trust

pertaining

to

the

Fund

(the

“Advisory

Agreement”).

In

preparation

for

its

deliberations,

the

Board

requested

and

reviewed

written

responses

from

the

Advisor

to

a

due

diligence

questionnaire

circulated

on

the

Board’s

behalf

concerning

the

services

provided

by

the

Advisor.

The

Board

also

discussed

the

materials

with

Fund

counsel

and,

as

necessary,

with

the

Trust’s

administrator.

During

its

deliberations,

the

Board

received

an

oral

presentation

from

the

Advisor

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

Advisor,

including

information

on

the

investment

performance

of

the

Fund

and

the

Advisor;

(2)

the

costs

of

the

services

provided

and

profitability

to

the

Advisor

with

respect

to

its

relationship

with

the

Fund;

(3)

the

advisory

fee

and

total

expense

ratio

of

the

Fund

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

Advisor

from

its

relationship

with

the

Fund.

In

addition,

the

Board

recognized

that

the

evaluation

process

with

respect

to

the

Advisor

was

an

ongoing

one,

and,

in

this

regard,

the

Board

considered

information

provided

by

the

Advisor

at

regularly

scheduled

meetings

during

the

past

year.

Nature,

Extent

and

Quality

of

Services

Based

on

written

materials

received,

a

presentation

from

senior

representatives

of

the

Advisor

and

a

discussion

with

the

Advisor

about

the

Advisor’s

personnel,

operations

and

financial

condition,

the

Board

considered

the

quality

of

services

provided

by

the

Advisor

under

the

Advisory

Agreement.

In

this

regard,

the

Board

considered

information

regarding

the

experience,

qualifications

and

professional

background

of

the

portfolio

managers

and

other

personnel

at

the

Advisor

providing

services

to

the

Fund,

as

well

as

the

investment

philosophy

and

decision-making

process

of

the

Advisor

and

the

capability

and

integrity

of

the

Advisor’s

senior

management

and

staff.

The

Board

considered

also

the

adequacy

of

the

Advisor’s

resources.

The

Board

noted

the

Advisor’s

representation

that

the

firm

is

in

stable

financial

condition

and

has

the

operational

capability,

the

staffing

and

experience

and

the

financial

strength

necessary

to

continue

providing

high-quality

investment

advisory

services

to

the

Fund.

Based

on

the

presentation

and

the

materials

provided

by

the

Advisor

in

connection

with

the

Board’s

consideration

of

the

renewal

of

the

Advisory

Agreement,

the

Board

concluded

that,

overall,

it

was

satisfied

with

the

nature,

extent

and

quality

of

services

to

be

provided

to

the

Fund

under

the

Advisory

Agreement.

Performance

In

connection

with

a

presentation

by

the

Advisor

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

underperformed

its

primary

benchmark,

the

S&P

500

Index,

for

the

one-,

three-,

five-,

and

10-year

periods

ended

June

30,

2021

and

for

the

period

since

the

Fund’s

inception

on

September

2,

2008.

The

Board

also

considered

the

Fund’s

performance

relative

to

an

independent

peer

group

of

funds

identified

by

Strategic

Insight

as

having

characteristics

similar

to

the

Fund,

noting

that,

based

on

the

information

provided

by

Strategic

Insight,

the

Fund

underperformed

the

median

of

its

Strategic

Insight

peer

group

for

the

one-,

five-,

and

10-year

periods

ended

June

30,

2021

and

outperformed

the

median

of

the

Strategic

Insight

peer

group

for

the

three-year

period

ended

June

30,

2021.

The

Board

noted

the

Advisor’s

representation

that,

although

the

Fund

does

hold

some

positions

that

benefitted

from

the

strong

market

preference

for

growth

and

momentum

investments

over

value

investments

during

the

past

five

years,

the

Advisor’s

discipline

of

investing

in

growing

businesses

at

reasonable

valuations

resulted

in

the

Fund

having

higher

exposure

to

stocks

with

“value”

attributes,

which

have

consistently

underperformed

growth

stocks

for

the

last

several

years.

In

that

regard,

the

Board

noted

the

Advisor’s

representation

that

the

Advisor

remained

committed

to

its

investment

discipline,

including

during

periods

in

which

the

Fund’s

investment

strategy

may

be

out

of

favor

with

investors.

The

Board

also

noted

the

Advisor’s

representation

that

the

Fund

was

underweight

certain

outperforming

sectors

relative

to

the

benchmark

and

peers

during

the

period.

The

Board

noted

further

the

Advisor’s

representation

that

the

Fund’s

conservative

cash

position

limited

upside

performance

relative

to

the

benchmark

and

peers,

and

that

Fund’s

underperformance

during

the

six-month

period

ended

December

31,

2017

had

a

disproportionately

negative

impact

on

the

Fund’s

longer

term

performance.

Finally,

the

Board

noted

the

Advisor’s

representation

that,

based

on

the

Advisor’s

The

BeeHive

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2021

16

communications

with

Fund

shareholders

and

the

predominantly

taxable

shareholder

base,

the

Advisor

remained

sensitive

to

the

tax

implications

of

portfolio

turnover,

which,

in

certain

cases,

may

lead

to

holding

investments

with

unrealized

capital

gains

that

may

seem

temporarily

overvalued

relative

to

alternatives

in

the

market

as

a

whole

and,

as

a

result,

differences

in

the

performance

of

the

Fund

compared

to

its

peers

and

benchmark.

Based

on

the

foregoing,

including

the

Advisor’s

representations

regarding

the

Fund’s

recent

performance

and

other

applicable

considerations,

the

Board

determined

that

the

Fund

and

its

shareholders

could

benefit

from

the

Advisor’s

continued

management

of

the

Fund.

Compensation

The

Board

evaluated

the

Advisor’s

compensation

for

providing

advisory

services

to

the

Fund

and

analyzed

comparative

information

on

net

advisory

fee

rates

and

actual

total

expense

ratios

of

the

Fund

compared

to

its

Strategic

Insight

peer

group.

The

Board

noted

that

the

net

advisory

fee

for

the

Fund

was

higher

than

the

median

of

the

Strategic

Insight

peer

group

and

the

Fund’s

total

expense

ratio

was

lower

than

the

median

of

the

Strategic

Insight

peer

group.

In

addition,

the

Board

noted

that

the

Advisor

had

contractually

agreed

to

waive

its

fees

or

reimburse

Fund

expenses

to

the

extent

necessary

to

keep

the

total

expenses

of

the

Fund

at

or

below

0.99%.

Based

on

the

foregoing

and

other

applicable

considerations,

the

Board

concluded

that

the

advisory

fee

rate

charged

to

the

Fund

was

reasonable.

Cost

of

Services

and

Profitability

The

Board

considered

information

provided

by

the

Advisor

regarding

the

costs

of

services

and

its

profitability

with

respect

to

the

Fund.

In

this

regard,

the

Board

considered

the

Advisor’s

resources

devoted

to

the

Fund,

as

well

as

the

Advisor’s

discussion

of

costs

and

profitability

of

its

Fund

activities.

The

Board

noted

the

Advisor’s

representation

that

it

did

not

maintain

separately

identifiable

profit

and

loss

information

for

the

Fund.

Based

on

other

applicable

considerations,

however,

including

financial

statements

from

the

Advisor

indicating

its

profitability

and

expenses

from

overall

operations

and

the

Advisor’s

representation

that

the

Fund

required

significantly

more

attention

and

resources

than

the

other

accounts

managed

by

the

Advisor,

the

Board

concluded

that

the

Advisor’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

noted

the

Advisor’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

relatively

low

asset

level

and

because

the

Advisor

was

already

waiving

a

portion

of

its

contractual

advisory

fee

in

order

to

keep

the

Fund’s

expenses

at

or

below

the

agreed-

upon

Expense

Cap,

the

Advisor

was

not

proposing

breakpoints

in

the

advisory

fee

at

this

time.

Based

on

the

foregoing

information,

and

in

light

of

the

relatively

stable

asset

levels

in

the

Fund,

the

Board

concluded

that

economies

of

scale

did

not

currently

warrant

further

consideration.

Other

Benefits

The

Board

noted

the

Advisor’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

Advisor

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.

The

BeeHive

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2021

17

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

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

the

Trust’s

Valuation

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,

2020

through

June

30,

2021

in

order

to

prepare

a

written

report

to

the

Board

for

review

at

its

meeting

held

on

September

9,

2021.

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

(866)

684-4915

and

on

the

U.S.

Securities

and

Exchange

Commission’s

(the

“SEC”)

website

at

www.sec.gov.

The

Fund’s

proxy

voting

record

for

the

most

recent

twelve-month

period

ended

June

30

is

available,

without

charge

and

upon

request,

by

calling

(866)

684-4915

and

on

the

SEC’s

website

at

www.sec.gov.

Availability

of

Quarterly

Portfolio

Schedules

The

Fund

files

its

complete

schedule

of

portfolio

holdings

with

the

SEC

for

the

first

and

third

quarters

of

each

fiscal

year

on

Form

N-PORT.

Forms

N-PORT

are

available

free

of

charge

on

the

SEC’s

website

at

www.sec.gov.

Federal

Tax

Status

of

Dividends

Declared

during

the

Fiscal

Year

For

federal

income

tax

purposes,

dividends

from

short-term

capital

gains

are

classified

as

ordinary

income.

The

Fund

designates

100.00

%

of

its

income

dividend

distributed

as

qualifying

for

the

corporate

dividends-received

deduction

(DRD)

and

100.00

%

for

the

qualified

dividend

rate

(QDI)

as

defined

in

Section

1(h)(11)

of

the

Code.

The

Fund

also

designates

0.16%

as

qualified

interest

income

exempt

from

U.S.

tax

for

foreign

shareholders

(QII).

The

Fund

also

designates

0.00%

as

short-term

capital

gain

dividends

exempt

from

U.S.

tax

for

foreign

shareholders

(QSD).

The

Fund

paid

long-term

capital

gain

dividends

of

$9,051,885.

Shareholder

Expense

Example

As

a

shareholder

of

the

Fund

,

you

incur

ongoing

costs,

including

management

fees

and

other

Fund

expenses.

This

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

Fund

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

The

BeeHive

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2021

18

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,

2021

through

December

31,

2021.

Actual

Expenses

–

The

first

line

of

the

table

below

provides

information

about

actual

account

values

and

actual

expenses.

You

may

use

the

information

in

this

line,

together

with

the

amount

you

invested,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

in

the

first

line

under

the

heading

entitled

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

the

period.

Hypothetical

Example

for

Comparison

Purposes

–

The

second

line

of

the

table

below

provides

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

You

may

use

this

information

to

compare

the

ongoing

costs

of

investing

in

the

Fund

and

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

the

expenses

shown

in

the

table

are

meant

to

highlight

your

ongoing

costs

only.

Therefore,

the

second

line

of

the

table

is

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

Trustees

and

Officers

of

the

Trust

The

Board

is

responsible

for

oversight

of

the

management

of

the

Trust’s

business

affairs

and

of

the

exercise

of

all

the

Trust’s

powers

except

those

reserved

for

the

shareholders.

The

following

table

provides

information

about

each

Trustee

and

certain

officers

of

the

Trust.

Each

Trustee

and

officer

holds

office

until

the

person

resigns,

is

removed

or

is

replaced.

Unless

otherwise

noted,

the

persons

have

held

their

principal

occupations

for

more

than

five

years.

The

address

for

all

Trustees

and

officers

is

Three

Canal

Plaza,

Suite

600,

Portland,

Maine

04101.

The

Fund’s

Statement

of

Additional

Information

includes

additional

information

about

the

Trustees

and

is

available,

without

charge

and

upon

request,

by

calling

(866)

684-4915.

Beginning

Account

Value

July

1,

2021

Ending

Account

Value

December

31,

2021

Expenses

Paid

During

Period*

Annualized

Expense

Ratio*

Actual

$

1,000.00

$

1,075.45

$

5.07

0.97%

Hypothetical

(5%

return

before

expenses)

$

1,000.00

$

1,020.32

$

4.94

0.97%

*

Expenses

are

equal

to

the

Fund’s

annualized

expense

ratio

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half-year

(184)

divided

by

365

to

reflect

the

half-year

period.

The

BeeHive

Fund

ADDITIONAL

INFORMATION

(Unaudited)

December

31,

2021

19

(1)

Jessica

Chase

is

currently

an

interested

person

of

the

Trust,

as

defined

in

the

1940

Act,

due

to

her

affiliation

with

Apex

Fund

Services

and

her

role

as

President

of

the

Trust.

Apex

Fund

Services

is

a

wholly

owned

subsidiary

of

Apex

US

Holdings

LLC.

Name

and

Year

of

Birth

Position

with

the

Trust

Length

of

Time

Served

Principal

Occupation(s)

During

Past

Five

Years

Number

of

Series

in

Fund

Complex

Overseen

By

Trustee

Other

Directorships

Held

By

Trustee

During

Past

Five

Years

Independent

Trustees

David

Tucker

Born:

1958

Trustee;

Chairman

of

the

Board

Since

2011

and

Chairman

since

2018

Director,

Blue

Sky

Experience

(a

charitable

endeavor)

since

2008;

Senior

Vice

President

&

General

Counsel,

American

Century

Companies

(an

investment

management

firm)

1998-

2008.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Mark

D.

Moyer

Born:

1959

Trustee;

Chairman

of

the

Audit

Committee

Since

2018

Chief

Financial

Officer,

Freedom

House

(a

NGO

advocating

political

freedom

and

democracy)

since

2017;

independent

consultant

providing

interim

CFO

services,

principally

to

non-profit

organizations,

2011-2017.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Jennifer

Brown-Strabley

Born:

1964

Trustee

Since

2018

Principal,

Portland

Global

Advisors

(a

registered

investment

adviser),

1996-

2010.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Interested

Trustees

(1)

Jessica

Chase

Born:

1970

Trustee

Since

2018

Director,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

1

Trustee,

Forum

Funds

II

and

U.S.

Global

Investors

Funds

Name

and

Year

of

Birth

Position

with

the

Trust

Length

of

Time

Served

Principal

Occupation(s)

During

Past

5

Years

Officers

Jessica

Chase

Born:

1970

President;

Principal

Executive

Officer

Since

2015

Director,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Karen

Shaw

Born:

1972

Treasurer;

Principal

Financial

Officer

Since

2008

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Zachary

Tackett

Born:

1988

Vice

President;

Secretary

and

Anti-

Money

Laundering

Compliance

Officer

Since

2014

Senior

Counsel,

Apex

Fund

Services

since

2019;

Counsel,

Atlantic

Fund

Services

2014-

2019.

Michael

J.

McKeen

Born:

1971

Vice

President

Since

2009

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

Timothy

Bowden

Born:

1969

Vice

President

Since

2009

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2008-2019.

Geoffrey

Ney

Born:

1975

Vice

President

Since

2013

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2013-2019.

Todd

Proulx

Born:

1978

Vice

President

Since

2013

Manager,

Apex

Fund

Services

since

2019;

Manager,

Atlantic

Fund

Services

2013-2019.

Carlyn

Edgar

Born:

1963

Chief

Compliance

Officer

and

Vice

President

Chief

Compliance

Officer

2008-2016

and

2021-current;

Vice

President

since

2008

Senior

Vice

President,

Apex

Fund

Services

since

2019;

Senior

Vice

President,

Atlantic

Fund

Services

2008-2019.

THE

BEEHIVE

FUND

P.O

Box

588

Portland,

Maine

04112

(866)

684-4915

(toll

free)

The

report

is

submitted

for

the

general

information

of

the

shareholders

of

the

Fund.

It

is

not

authorized

for

distribution

to

prospective

investors

unless

preceded

or

accompanied

by

an

effective

prospectus,

which

includes

information

regarding

the

Fund’s

risks,

objectives,

fees

and

expenses,

experience

of

its

management

and

other

information.

Distributor

Foreside

Fund

Services,

LLC

Three

Canal

Plaza

Suite

100

Portland,

Maine

04101

www.foreside.com

237-ANR-1221

ITEM 2. CODE OF ETHICS.

(a)As of the end of the period covered by this report, Forum Funds (the “Registrant”) has adopted a code of ethics, which applies to its Principal Executive Officer and Principal Financial Officer (the “Code of Ethics”). 

(c)There have been no amendments to the Registrant’s Code of Ethics during the period covered by this report.

(d)There have been no waivers to the Registrant’s Code of Ethics during the period covered by this report.

(e)Not applicable.

(f) (1)  A copy of the Code of Ethics is being filed under Item 13(a) hereto.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The Board of Trustees has determined that Mr. Mark Moyer is an "audit committee financial expert" as that term is defined under applicable regulatory guidelines. Mr. Moyer is a non- “interested” Trustee (as defined in Section 2(a)(19) under the Investment Company Act of 1940, as amended (the “Act”)), and serves as Chairman of the Audit Committee.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) Audit Fees - The aggregate fees billed for each of the last two fiscal years (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant for the audit of the Registrant’s annual financial statements, or services that are normally provided by the principal accountant in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $44,900 in 2020 and $44,900 in 2021.

(b) Audit-Related Fees – The aggregate fees billed in the Reporting Periods for assurance and related services rendered by the principal accountant that were reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this Item 4 were $0 in 2020 and $0 in 2021. 

(c) Tax Fees - The aggregate fees billed in the Reporting Periods for professional services rendered by the principal accountant to the Registrant for tax compliance, tax advice and tax planning were $9,000 in 2020 and $9,000 in 2021. These services consisted of review or preparation of U.S. federal, state, local and excise tax returns.

(d) All Other Fees - The aggregate fees billed in the Reporting Periods for products and services provided by the principal accountant to the Registrant, other than the services reported in paragraphs (a) through (c) of this Item, were $0 in 2020 and $0 in 2021.

(e) (1) The Audit Committee reviews and approves in advance all audit and “permissible non-audit services” (as that term is defined by the rules and regulations of the Securities and Exchange Commission) to be rendered to a series of the Registrant (each, a “Series”). In addition, the Audit Committee reviews and approves in advance all “permissible non-audit services” to be provided to an investment adviser (not including any sub-adviser) of a Series, or an affiliate of such investment adviser, that is controlling, controlled by or under common control with the investment adviser and provides on-going services to the Registrant (“Affiliate”), by the Series’ principal accountant if the engagement relates directly to the operations and financial reporting of the Series. The Audit Committee considers whether fees paid by a Series’ investment adviser or an Affiliate to the Series’ principal accountant for audit and permissible non-audit services are consistent with the principal accountant’s independence.

(e) (2) No services included in (b) - (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not applicable

(g) The aggregate non-audit fees billed by the principal accountant for services rendered to the Registrant for the Reporting Periods were $0 in 2020 and $0 in 2021. There were no fees billed in either of the Reporting Periods for non-audit services rendered by the principal accountant to the Registrant’s investment adviser or any Affiliate.

(h) During the Reporting Period, the Registrant's principal accountant provided no non-audit services to the investment advisers or any entity controlling, controlled by or under common control with the investment advisers to the series of the Registrant to which this report relates.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. INVESTMENTS.

(a)Included as part of report to shareholders under Item 1.

(b)Not applicable.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END

MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8.  PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Registrant does not accept nominees to the board of trustees from shareholders.

ITEM 11. CONTROLS AND PROCEDURES

(a) The Registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) are effective, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as of a date within 90 days of the filing date of this report.

 (b) There were no changes in the Registrant’s internal control over financial reporting (as defined in

Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 13. EXHIBITS.

(a)(1)  Code of Ethics (Exhibit filed herewith).

(a)(2) Certifications pursuant to Rule 30a-2(a) of the Act, and Section 302 of the Sarbanes-Oxley Act of 2002. (Exhibits filed herewith)

(a)(3)  Not applicable.

(b)      Certifications pursuant to Rule 30a-2(b) of the Act, and Section 906 of the Sarbanes-Oxley Act of 2002. (Exhibit 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/ Jessica Chase
	Jessica Chase, Principal Executive Officer
Date:	February 25, 2022

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 25, 2022

By:	/s/ Karen Shaw
	Karen Shaw, Principal Financial Officer
Date:	February 25, 2022

EX-99.CERT

Exhibit 1A

Forum Funds

I, Jessica Chase, certify that:

1.     I have reviewed this report on Form N-CSR of Forum Funds (Lisanti Small Cap Growth Fund, Polaris Global Value Fund, The BeeHive Fund);

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and changes in net assetsof the Registrant as of, and for, the periods presented in this report;

4.     The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Act ) for the Registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d)   Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.     The Registrant’s other certifying officer and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date:	February 25, 2022	/s/ Jessica Chase
		Jessica Chase
		Principal Executive Officer

Exhibit 1B

Forum Funds

I, Karen Shaw, certify that:

1.     I have reviewed this report on Form N-CSR of Forum Funds (Lisanti Small Cap Growth Fund, Polaris Global Value Fund, The BeeHive Fund);

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and changes in net assetsof the Registrant as of, and for, the periods presented in this report;

4.     The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) for the Registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d)   Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.     The Registrant’s other certifying officer and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date:	February 25, 2022	/s/ Karen Shaw
		Karen Shaw
		Principal Financial Officer

EX-99.906 CERT

Exhibit 2

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code)

In connection with the attached Report of the Forum Funds (the “Trust”) on Form N-CSR to be filed with the Securities and Exchange Commission (the “Report”), each of the undersigned officers of the Trust does hereby certify that, to the best of such officer’s knowledge:

1.

The Report containing the financial statements fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Trust as of, and for, the periods presented in the Report.

Dated:	February 25, 2022
	/s/ Jessica Chase
	Jessica Chase
	Principal Executive Officer

Dated:	February 25, 2022
	/s/ Karen Shaw
	Karen Shaw
	Principal Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Trust and will be retained by the Trust and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.CODE ETH

Code of Ethics

SECTION 1.          BACKGROUND

This Code of Ethics (“Code”) applies to all Funds and has been adopted in order to establish standards and procedures for the detection and prevention of activities by which persons having knowledge of the investments and investment intentions of a Fund may abuse their fiduciary duties to the Trust and to deal with other types of conflict of interest situations.  Upon discovering a violation of the Code, the Board may impose such sanctions as it deems appropriate.

A specific purpose of the Code is to promote honest and ethical conduct, compliance with applicable laws and accountability for adherence to the Code.  All Access Persons should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to conflicts of interest.

SECTION 2.          DEFINITIONS

(A)Access Person means:

(1)Each Trustee and Officer;

(2)(i) Any officer, director or general partner of the Adviser; and (ii) any officer, director or general partner of the Distributor, where the Distributor in the ordinary course of business either (a) makes, participates in or obtains information regarding the Fund’s purchase or sale of Covered Investments or (b) fills a function related to the making of any recommendation regarding the Fund’s purchase or sale of Covered Investments;

(3)Any employee of the Fund or Adviser, or of any company in a control relationship with the Fund or Adviser, whose regular functions (i) relate to the making of any recommendation regarding the Fund’s purchase or sale of Covered Investments or (ii) include making, participating in or obtaining information regarding the purchase or sale of Covered Investments by a Fund; and

(4)Any natural person in a control relationship with a Fund or Adviser who obtains information concerning recommendations made to a Fund about the purchase or sale of a Covered Investment.

(B)Beneficial Owner means “beneficial owner” as defined in Rule 16a-1(a)(2) under the 1934 Act except that the determination of direct or indirect beneficial ownership shall apply to all Covered Investments which an Access Person owns or acquires.  A Beneficial Owner of an investment is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest (the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities) in a security.  Indirect pecuniary interest in an investment includes securities held by a person’s immediate family And immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships).

(C)Control means the power to exercise a controlling influence over the management or policies of a company, unless the power is solely the result of an official position with the company.

(D)Covered Officer means the PEO, PFO and PAO as those terms are used in Section 406 of the Sarbanes-Oxley Act of 2002.

(E)Covered Investment means any investment except:

(1)Direct obligations of the United States Government;

(2)Bankers’ acceptances and bank certificates of deposit;

(3)Commercial paper and debt instruments with a maturity at issuance of less than 366 days and that are rated in one of the two highest rating categories by a nationally recognized statistical rating organization;

(4)Repurchase agreements covering any of the foregoing; and

(5)Shares of registered open-end investment companies other than Funds.

(F)Investment Personnel, means any employee of the Fund or Adviser who makes or participates in making recommendations to the Fund regarding the purchase or sale of investments by the Fund.  No Fund or the Trust shall employ such a person without prior approval of the Board and the Review Officer.

(G)Security Held or to be Acquired means

(1)Any Covered Investment which, within the most recent 15 days (a) is or has been held by a Fund or (b) is being or has been considered by a Fund or an Adviser for purchase by a Fund; and

(2)Any option to purchase or sell, and any investment convertible into or exchangeable for, a Covered Investment.

(H)Purchase or sale includes the writing of an option to purchase or sell.

(I)Material non-public information means information (i) that there is a substantial likelihood a reasonable investor would consider important in making an investment decision, or that is reasonably certain to have a substantial effect on the price of Shares and (ii) that has not been effectively communicated to the market place.  Examples include: (a) valuation issues; (b) liquidity issues; (c) significant increase in expenses; (d) proposal for liquidation or reorganization; (e) regulatory developments that affect a Fund; and (f) extraordinary developments at the Adviser.  Public information includes information found in a report filed with the SEC or appearing in a news service.

SECTION 3.          PROHIBITED TRANSACTIONS

(A)Prohibition Against Fraudulent Conduct.  No Access Person shall use any information concerning the operating activities, investments or investment intentions of a Fund, or the Access Person’s ability to influence such operating activities or investment intentions, for personal gain or in a manner detrimental to the interests of a Fund.  In addition, no Affiliated Person of a Fund shall, directly or indirectly in connection with the operating activities of the Fund or the purchase or sale of a security held or to be acquired by a Fund:

(1)Employ any device, scheme or artifice to defraud a Fund;

(2)Make to a Fund or to the Adviser or Distributor any untrue statement of a material fact or omit to state to any of the foregoing a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

(3)Engage in any act, practice, or course of business that operates or would operate as a fraud or deceit upon a Fund; or

(4)Engage in any manipulative practice with respect to a Fund.

(B)Other Prohibited Transactions.  Access Persons are prohibited from:

(1)Inducing or causing a Fund to take action, or to fail to take action, for the benefit of a person either in addition to or other than the Fund;

(2)Accepting anything other than of de minimis value or any other preferential treatment from any entity with which a Fund does business;

(3)Using knowledge of the operating activities or portfolio transactions of a Fund for their benefit or the benefit of any person other than the Fund;

(4)Violating the anti-fraud provisions of the securities laws; or

(5)Except for the Independent Trustees, serving on the boards of directors of publicly traded companies, absent prior authorization based upon a determination by the Review Officer that the board service would be consistent with the interests of the Fund and its shareholders.

(C)Undue Influence; Disclosure of Personal Interest.  No Access Person shall cause or attempt to cause a Fund to purchase, sell or hold any investment in a manner or engage in operating activity calculated to create any benefit to the Access Person.  No Access Person shall recommend any operating activity or investment transactions for a Fund without having disclosed to the Review Officer the Access Person’s interest, if any, in Shares or such investment or the issuer thereof, including, without limitation:

(1)The Access Person’s direct or indirect beneficial ownership of any securities of the subject issuer or in the investment;

(2)Any position with such issuer or its Affiliated Persons; and

(3)Any present or proposed business relationship between such issuer or its Affiliated Persons, on the one hand, and such person or any party in which such person has a significant interest, on the other hand.

(D)Corporate Opportunities.  Access Persons are prohibited from taking advantage of any opportunity properly belonging to a Fund.

(E)Confidentiality.  Except as required in the normal course of carrying out an Access Person’s business responsibilities, Access Persons are prohibited from revealing information relating to the investment intentions or activities of any Fund, or investment that are being considered for purchase or sale on behalf of any Fund.

(F)Prohibited Transactions in Fund Shares.  Access Persons are prohibited from trading in Shares while in possession of material non-public information regarding the operating activities of the Fund.

SECTION 4.          REPORTING REQUIREMENTS

(A)Access Person Reporting.  Access Persons must report the information described in this Section 4 with respect to transactions in any Covered Investment in which the Access Person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership.  Access Persons must report to the Review Officer, unless they are required to report to an Adviser or the Distributor pursuant to a code of ethics adopted by those persons; and, in the case of (i) the Adviser or (ii) the Distributor if the Distributor is (a) an Affiliated Person of the Trust or (b) has any officer, director or general partner that serves the Trust or the Adviser in the same capacity (“Affiliated Distributor”), has been approved by the Board.  The Board shall not approve such code of ethics unless it is maintained and enforced as if it were subject to the same rules as provided in Rule 17j-1 under the 1940 Act. Access Persons will promptly:

(1)Provide full access to the Trust to any and all records and documents which the Trust considers relevant to any investment transactions or other matters subject to the Code;

(2)Cooperate with the Trust in investigating any investment transactions or other matter subject to the Code;

(3)Provide the Trust with an explanation (in writing if requested) of the facts and circumstances surrounding any investment transaction or other matter subject to the Code; and

Notify the Review Officer in writing, from time to time, of any incident of noncompliance with the Code by any Access Person.

(B)Independent Trustee Reporting.  An Independent Trustee need not provide the account opening, holdings or  transaction reports required by this Section 4, except that an Independent Trustee must  report a transaction if the Independent Trustee knew at the time of the transaction, or in the ordinary course of fulfilling the official duties as an Independent Trustee should have known:

(1)That during the 15-day period immediately preceding or immediately following the transaction in a Covered Investment by the Independent Trustee, the Covered Investment is or was purchased or sold or was being considered for purchase or sale by a Fund or that Fund’s Adviser, or

(2)The Independent Trustee possessed material non-public information about the operating activities of a Fund or the Trust preceding a transaction in Shares of the Fund.

(C)Exclusions from Reporting.  Purchases or sales of Covered Investments in an account over which an Access Person has no direct or indirect influence or control are not subject to the reporting requirements of this Section.

(D)Initial Holding Reports.  No later than ten (10) days after the person becomes an Access Person, an Access Person must report the following information:

(1)The title, number of shares and principal amount of each Covered Investment in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;

(2)The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

(3)The date that the report is submitted by the Access Person.

(E)Quarterly Transaction Reports.  No later than ten (10) days after the end of a calendar quarter, an Access Person must report the following information:

(1)With respect to any transaction during the quarter in a Covered Investment in which the Access Person had, or by reason of such transaction acquired, any direct or indirect beneficial ownership:

(a)The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Investment involved;

(b)The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(c)The price of the Covered Investment at which the transaction was effected; the name of the broker, dealer or bank with or through which the transaction was effected; and

(d)The date that the report is submitted by the Access Person.

(2)With respect to any account established by the Access Person in which any investment were held during the quarter for the direct or indirect benefit of the Access Person:

(a)The name of the broker, dealer or bank with whom the Access Person established the account;

(b)The date the account was established; and

(c)The date that the report is submitted by the Access Person.

(F)Annual Holdings Reports.  Annually, an Access Person must report the following information (which information must be current as of a date no more than thirty (30) days before the report is submitted):

(1)The title, number of shares and principal amount of each Covered Investment in which the Access Person had any direct or indirect beneficial ownership;

(2)The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and

(3)The date that the report is submitted by the Access Person.

(G)Certification of Compliance.  Upon becoming an Access Person, the person shall certify (in the form of Appendix A) that the Access Person has read and understood this Code and recognizes that the Access Person is subject to this Code.  Further, each Access Person is required to certify annually that the Access Person has complied with all the requirements of this Code and that the Access Person has disclosed or reported all personal investment transactions pursuant to the requirements of this Code.

(H)Alternative Reporting.  The submission to the Review Officer of duplicate broker trade confirmations and statements on all Covered Investments transactions shall be deemed to satisfy these reporting requirements.  The annual holdings report may be satisfied by confirming annually, in writing, the accuracy of the records maintained by the Review Officer and recording the date of the confirmation.

(I)Report Qualification.  Any report may contain a statement that the report shall not be construed as an admission by the person making the report that the person has any direct or indirect beneficial ownership in the Covered Investments to which the report relates.

SECTION 5.          COVERED OFFICERS

(A)Conflicts of Interest.  A “conflict of interest” occurs when a Covered Officer’s employment or personal interest interferes with the interests of, or service to, the Trust.  For example, a conflict of interest would arise if a Covered Officer receives improper personal benefits as a result of the Covered Officer’s position with the Trust.  A Covered Officer may be an officer or employee of a Service Provider, another investment company or another company.  Conflicts may arise from, or as a result of, the contractual relationship between the Trust and its Service Providers or otherwise due to the Covered Officers’ positions, but such other positions of a Covered Officer do not by itself give rise to a conflict of interest.  As applicable to a Covered Officer, the following must be approved by the Audit Committee:

(1)Service on the board of directors or governing board of a publicly traded entity;

(2)The receipt of any non-nominal gifts from persons or entities who have or are seeking business relationships with the Trust or a Fund;

(3)The receipt of any entertainment from any company with which the Trust has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

(4)Any ownership interest (material to the officer) in, or any consulting or employment relationship with, any entities doing business with the Trust, other than its service providers and their respective Affiliated Persons; and

(5)Any direct or indirect financial interest in commissions, transaction charges or spreads paid by the Trust for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment with the Trust’s service providers or their respective Affiliated Persons.

(B)Duties.  A Covered Officer shall:

(1)Become familiar with the disclosure requirements generally applicable to the Trust;

(2)Not knowingly misrepresent, or cause others to misrepresent, facts about the Trust to others;

(3)To the extent appropriate, consult with other Officers and employees of the Trust and its service providers;

(4)Promote compliance with the standards and restrictions imposed by applicable laws; and

(5)Not retaliate against any other Covered Officer or any employee of the Fund or its Service Providers for reporting potential violations of by the Fund, its Service Providers, or another Covered Officer that are made in good faith.

(C)A Covered Officer shall notify the Chairman of the Audit Committee promptly if the officer knows of any violation of this Code.

SECTION 6.          REVIEW OFFICER

(A)Appointment.  A Review Officer shall be appointed by the PEO.

(B)Duties of Review Officer.  The Review Officer shall :

(1)Review all investment transaction and holdings reports or shall maintain the names of persons responsible for reviewing these reports;

(2)Identify all Access Persons who are required to make these reports, maintain and periodically update a list of such Access Persons, and promptly inform each Access Person of the requirements of this Code;

(3)Compare, on a quarterly basis, all Access Persons’ transactions in Covered Investments with each Fund’s completed portfolio transactions and in the case of transactions in Shares, with operating activities of the Fund, to determine whether a Code violation may have occurred;

(4)Maintain a signed acknowledgment by each person who is then an Access Person;

(5)Identify persons who are Investment Personnel, maintain and periodically update a list of such Investment Personnel, and inform those persons of their requirements to obtain prior written approval from the Review Officer prior to directly or indirectly acquiring ownership of a security in any private placement or initial public offering; and

(6)Annually prepare a written report to the Trustees that

(a)Describes any issues under this Code since the last report to the Trustees, including information about material violations of the Code and sanctions imposed in response to the material violations; and

(b)Confirm that the Trust has adopted procedures reasonably necessary to prevent Access Persons from violating this Code.

(C)Potential Trade Conflict.  When there appears to be a transaction that conflicts with this Code, the Review Officer shall request a written explanation of the Access Person’s transaction.  If after the review it is determined that there has been a violation of this Code, the Review Officer shall make a recommendation of appropriate action to the Board.

(D)Required Records.  The Review Officer shall maintain:

(1)A copy of this and any other code of ethics adopted by the Trust, Adviser or Affiliated Distributor, which has been in effect at any time during the previous five (5) years, in an easily accessible place;

(2)A record of any violation of this Code, and of any action taken as a result of such violation, in an easily accessible place for at least five (5) years after the end of the fiscal year in which the violation occurs;

(3)A copy of each report made by an Access Person as required by this Code for at least five (5) years after the end of the fiscal year in which the report is made, the first two (2) years in an easily accessible place;

(4)A list of all persons who are, or at any time within the past five years have been, required to make reports or who were responsible for reviewing these reports pursuant to any code of ethics, in an easily accessible place;

(5)A copy of each written report and certification required pursuant to Section 7(D) of this Code for at least five (5) years after the end of the fiscal year in which it is made, the first two (2) years in an easily accessible place; and

(6)A record of any decision, and the reasons supporting the decision, approving the acquisition by Investment Personnel of securities under Section 6(B)(5) of this Code, for at least five (5) years after the end of the fiscal year in which the approval is granted.

SECTION 7.          BOARD REVIEW

The Board, including a majority of the Independent Trustees, shall:

(A)Approve the (i) Code and any material changes to the Code and (ii) before initially retaining their services, the code of ethics of each Adviser and Affiliated Distributor, and any material changes to these codes within six months of the change;

(B)Base its approval of a code of ethics, and any material changes thereto, on a determination that the code contains provisions reasonably necessary to prevent Access Persons (or the equivalent persons) from engaging in prohibited conduct;

(C)Receive, prior to approving a code or any amendment to a code, a certification from the Trust, Adviser or Affiliated Distributor that it has adopted procedures reasonably necessary to prevent Access Persons (or the equivalent persons) from violating the Code; and

(D)Receive and consider, no less frequently than annually: (i) a written report from the Trust, Adviser and Affiliated Distributor, as applicable, describing any issues, material violations or sanctions arising under the respective codes; and (ii) a written certification from the Trust, Adviser and Affiliated Distributor, as applicable, that it has adopted procedures reasonably necessary to prevent Access Persons (or the equivalent persons) from violating its code.

APPENDIX A

Code of Ethics Certification

I understand that I am an Access Person as defined in the Forum Funds Code of Ethics.

I have read and I understand the Code of Ethics and  that I am subject to it.  In addition,  I will comply with the requirements of the Code of Ethics applicable to my position and will disclose or report all personal investment transactions that are required to be disclosed or reported pursuant to the requirements of the Code.

If I am also a Covered Officer, I understand that I am a Covered Officer as defined in the Forum Funds Code of Ethics and will request from the Forum Funds’ Audit Committee Chairman all approvals that are required under Section 5(A) of the Code.

                                        [NAME]                                                                           Date

This Certification must be completed and returned to the Trust’s Review Officer.