UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-03023
FORUM FUNDS
Three Canal Plaza, Suite 600
Portland, Maine 04101
Zachary Tackett, Principal Executive Officer
Three Canal Plaza, Suite 600
Portland, Maine 04101
207-347-2000
Date of fiscal year end March 31
Date of reporting period: April 1, 2024 – September 30, 2024
ITEM 1. REPORT TO SHAREHOLDERS.
(a) A copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Investment Company Act, as amended (“Act”), is attached hereto.
Semi-Annual Shareholder Report - September 30, 2024
This semi-annual shareholder report contains important information about the Payson Total Return Fund for the period of April 1, 2024, to September 30, 2024. You can find additional information about the Fund at www.hmpayson.com/what-we-do/investment-management/total-return-fund/. You can also request this information by contacting us at (800) 805-8258.
What were the Fund's costs for the last six months?
(based on a hypothetical $10,000 investment)
| Fund Name | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
|---|
| Payson Total Return Fund | $41 | 0.80% |
How did the Fund perform in the last six months?
The Payson Total Return Fund (the Fund) advanced in the six-month period ending September 30, 2024, but trailed the S&P 500 Index. The gain in the market has been driven largely by a handful of large cap technology companies (most of which are involved in the emerging field of artificial intelligence), as well as by better-than-expected US economic growth and declining inflation.
The Fund’s overweight in the Technology sector, in addition to an overweight in Industrials, were positive contributors, as was the Fund’s stock selection in Communication Services. Stock selection in Consumer Discretionary, Financials, and Industrials, were the largest negative contributors.
Total Return Based on a $10,000 Investment
| Date | Payson Total Return Fund | S&P 500® Index |
|---|
| 9/30/14 | $10,000 | $10,000 |
| 12/31/14 | $10,257 | $10,493 |
| 3/31/15 | $10,246 | $10,593 |
| 6/30/15 | $10,494 | $10,622 |
| 9/30/15 | $9,448 | $9,939 |
| 12/31/15 | $9,775 | $10,638 |
| 3/31/16 | $9,842 | $10,782 |
| 6/30/16 | $9,894 | $11,047 |
| 9/30/16 | $10,491 | $11,472 |
| 12/31/16 | $10,785 | $11,911 |
| 3/31/17 | $11,556 | $12,633 |
| 6/30/17 | $11,796 | $13,024 |
| 9/30/17 | $12,496 | $13,607 |
| 12/31/17 | $13,127 | $14,511 |
| 3/31/18 | $13,335 | $14,401 |
| 6/30/18 | $13,730 | $14,896 |
| 9/30/18 | $14,904 | $16,044 |
| 12/31/18 | $12,892 | $13,875 |
| 3/31/19 | $14,645 | $15,769 |
| 6/30/19 | $15,149 | $16,447 |
| 9/30/19 | $15,354 | $16,727 |
| 12/31/19 | $16,975 | $18,244 |
| 3/31/20 | $13,843 | $14,668 |
| 6/30/20 | $17,146 | $17,682 |
| 9/30/20 | $18,544 | $19,260 |
| 12/31/20 | $20,456 | $21,600 |
| 3/31/21 | $22,339 | $22,934 |
| 6/30/21 | $23,882 | $24,895 |
| 9/30/21 | $23,856 | $25,040 |
| 12/31/21 | $26,787 | $27,801 |
| 3/31/22 | $25,651 | $26,522 |
| 6/30/22 | $22,121 | $22,252 |
| 9/30/22 | $20,955 | $21,165 |
| 12/31/22 | $22,873 | $22,766 |
| 3/31/23 | $23,646 | $24,473 |
| 6/30/23 | $25,728 | $26,612 |
| 9/30/23 | $25,528 | $25,741 |
| 12/31/23 | $28,158 | $28,750 |
| 3/31/24 | $31,488 | $31,785 |
| 6/30/24 | $32,462 | $33,147 |
| 9/30/24 | $33,393 | $35,098 |
The above chart represents historical performance of a hypothetical $10,000 investment over the past 10 years.
Average Annual Total Returns
| | One Year | Five Year | Ten Year |
|---|
| Payson Total Return Fund | 30.81% | 16.81% | 12.81% |
S&P 500® Index | 36.35% | 15.98% | 13.38% |
The Fund’s past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.
| Total Net Assets | $291,661,618 |
| # of Portfolio Holdings | 33 |
| Portfolio Turnover Rate | 48% |
| Investment Advisory Fees Paid | $828,694 |
Sector Weightings
(% total investments)*
| Value | Value |
|---|
| Information Technology | 47.8% |
| Industrials | 18.6% |
| Financials | 9.1% |
| Health Care | 8.9% |
| Consumer Discretionary | 8.9% |
| Energy | 4.3% |
| Consumer Staples | 2.4% |
* excluding exchange traded funds
Asset Class Weightings
(% total net assets)
| Value | Value |
|---|
| Common Stock | 92.8% |
| Exchange Traded Fund | 7.2% |
Top Ten Holdings
(% total net assets)
| SPDR Portfolio S&P 500 ETF | 7.17% |
| Broadcom, Inc. | 7.16% |
| Apple, Inc. | 6.89% |
| NVIDIA Corp. | 5.81% |
| Alphabet, Inc., Class A | 5.63% |
| Meta Platforms, Inc., Class A | 5.26% |
| Amazon.com, Inc. | 4.81% |
| L3Harris Technologies, Inc. | 3.83% |
| Microsoft Corp. | 3.42% |
| Visa, Inc., Class A | 3.17% |
Where can I find additional information about the fund?
If you wish to view additional information about the Fund; including but not limited to its prospectus, holdings, financial information, and proxy information, please visit www.hmpayson.com/what-we-do/investment-management/total-return-fund/.
Semi-Annual Shareholder Report - September 30, 2024
(b) Not applicable.
ITEM 2. CODE OF ETHICS.
Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. INVESTMENTS.
(a) Included as part of financial statements filed under Item 7(a).
(b) Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.
(a)
SEMI-ANNUAL
FINANCIALS
AND
OTHER
INFORMATION
//
September
30,
2024
(Unaudited)
Payson
Total
Return
Fund
Table
of
Contents
September
30,
2024
Schedule
of
Investments
4
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
Other
Information
15
Payson
Total
Return
Fund
SCHEDULE
OF
INVESTMENTS
September
30,
2024
See
Notes
to
Financial
Statements.
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
as
of
September
30,
2024.
The
inputs
or
methodology
used
for
valuing
securities
are
not
necessarily
an
indication
of
the
risks
associated
with
investing
in
those
securities.
For
more
information
on
valuation
inputs,
and
their
aggregation
into
the
levels
used
in
the
table
below,
please
refer
to
the
Security
Valuation
section
in
Note
2
of
the
accompanying
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Common
Stock
-
92.7%
Consumer
Discretionary
-
8.3%
75,280
Amazon.com,
Inc.(a)
$
14,026,922
1,775
AutoZone,
Inc.(a)
5,591,321
10,900
The
Home
Depot,
Inc.
4,416,680
24,034,923
Consumer
Staples
-
2.2%
10,325
Thermo
Fisher
Scientific,
Inc.
6,386,735
Energy
-
4.0%
34,202
Chevron
Corp.
5,036,929
40,930
Marathon
Petroleum
Corp.
6,667,906
11,704,835
Financials
-
8.4%
35,500
JPMorgan
Chase
&
Co.
7,485,530
15,853
Mastercard,
Inc.,
Class A
7,828,212
33,616
Visa,
Inc.,
Class A
9,242,719
24,556,461
Health
Care
-
8.3%
43,035
AbbVie,
Inc.
8,498,552
17,750
Amgen,
Inc.
5,719,228
58,000
Merck
&
Co.,
Inc.
6,586,480
5,830
UnitedHealth
Group,
Inc.
3,408,684
24,212,944
Industrials
-
17.2%
41,214
AMETEK,
Inc.
7,076,856
21,460
Caterpillar,
Inc.
8,393,435
23,750
Dover
Corp.
4,553,825
13,300
Hubbell,
Inc.
5,697,055
46,948
L3Harris
Technologies,
Inc.
11,167,521
64,000
nVent
Electric
PLC
4,496,640
56,327
Otis
Worldwide
Corp.
5,854,628
55,950
Terex
Corp.
2,960,315
50,200,275
Information
Technology
-
44.3%
18,233
Accenture
PLC,
Class A
6,445,001
14,100
Adobe,
Inc.(a)
7,300,698
99,000
Alphabet,
Inc.,
Class A
16,419,150
Shares
Security
Description
Value
Information
Technology
-
44.3%
(continued)
86,226
Apple,
Inc.
$
20,090,658
121,140
Broadcom,
Inc.
20,896,650
25,830
CDW
Corp.
5,845,329
8,244
Lam
Research
Corp.
6,727,764
26,780
Meta
Platforms,
Inc.,
Class A
15,329,943
23,215
Microsoft
Corp.
9,989,414
139,500
NVIDIA
Corp.
16,940,880
15,534
WEX,
Inc.(a)
3,257,946
129,243,433
Total
Common
Stock
(Cost
$156,133,236)
270,339,606
Shares
Security
Description
Value
Exchange
Traded
Fund
-
7.2%
310,000
SPDR
Portfolio
S&P
500
ETF
(Cost
$20,360,055)
20,928,100
Investments,
at
value
-
99.9%
(Cost
$176,493,291)
$
291,267,706
Other
Assets
&
Liabilities,
Net
-
0.1%
393,912
Net
Assets
-
100.0%
$
291,661,618
ETF
Exchange
Traded
Fund
PLC
Public
Limited
Company
(a)
Non-income
producing
security.
Payson
Total
Return
Fund
SCHEDULE
OF
INVESTMENTS
September
30,
2024
See
Notes
to
Financial
Statements.
The
Level
1
value
displayed
in
this
table
is
Common
Stock
and
an
Exchange
Traded
Fund.
Refer
to
this
Schedule
of
Investments
for
a
further
breakout
of
each
security
by
industry.
Valuation
Inputs
Investments
in
Securities
Level
1
-
Quoted
Prices
$
291,267,706
Level
2
-
Other
Significant
Observable
Inputs
–
Level
3
-
Significant
Unobservable
Inputs
–
Total
$
291,267,706
Payson
Total
Return
Fund
Statement
of
Assets
and
Liabilities
September
30,
2024
See
Notes
to
Financial
Statements.
ASSETS
Investments,
at
value
(Cost
$176,493,291)
$
291,267,706
Cash
765,942
Receivables:
Fund
shares
sold
230,387
Dividends
and
interest
76,149
Prepaid
expenses
26,862
Total
Assets
292,367,046
LIABILITIES
Payables:
Fund
shares
redeemed
420,723
Distributions
payable
87,434
Accrued
Liabilities:
Investment
adviser
fees
139,346
Fund
services
fees
27,310
Other
expenses
30,615
Total
Liabilities
705,428
NET
ASSETS
$
291,661,618
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
147,674,162
Distributable
Earnings
143,987,456
NET
ASSETS
$
291,661,618
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
8,581,529
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE
$
33.99
Payson
Total
Return
Fund
Statement
of
Operations
FOR
THE
SIX
MONTHS
ENDED
SEPTEMBER
30,
2024
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$4,986)
$
1,568,847
Interest
income
95,734
Total
Investment
Income
1,664,581
EXPENSES
Investment
adviser
fees
828,694
Fund
services
fees
165,194
Custodian
fees
17,365
Registration
fees
12,833
Professional
fees
31,762
Trustees'
fees
and
expenses
7,685
Other
expenses
43,073
Total
Expenses
1,106,606
NET
INVESTMENT
INCOME
557,975
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
on
investments
12,431,499
Net
change
in
unrealized
appreciation
(depreciation)
on
investments
3,628,664
NET
REALIZED
AND
UNREALIZED
GAIN
16,060,163
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
16,618,138
Payson
Total
Return
Fund
Statements
of
Changes
in
Net
Assets
See
Notes
to
Financial
Statements.
For
the
Six
Months
Ended
September
30,
2024
For
the
Year
Ended
March
31,
2024
OPERATIONS
Net
investment
income
$
557,975
$
1,580,899
Net
realized
gain
12,431,499
21,540,319
Net
change
in
unrealized
appreciation
(depreciation)
3,628,664
48,081,775
Increase
in
Net
Assets
Resulting
from
Operations
16,618,138
71,202,993
DISTRIBUTIONS
TO
SHAREHOLDERS
Total
Distributions
Paid
(530,185)
(6,169,607)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares
23,580,637
42,235,533
Reinvestment
of
distributions
337,193
5,574,275
Redemption
of
shares
(21,857,520)
(77,745,174)
Increase
(Decrease)
in
Net
Assets
from
Capital
Share
Transactions
2,060,310
(29,935,366)
Increase
in
Net
Assets
18,148,263
35,098,020
NET
ASSETS
Beginning
of
Period
273,513,355
238,415,335
End
of
Period
$
291,661,618
$
273,513,355
SHARE
TRANSACTIONS
Sale
of
shares
732,148
1,494,450
Reinvestment
of
distributions
10,072
198,090
Redemption
of
shares
(678,962)
(2,806,667)
Increase
(Decrease)
in
Shares
63,258
(1,114,127)
Payson
Total
Return
Fund
Financial
Highlights
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
period
.
For
the
Six
Months
Ended
September
30,
2024
For
the
Years
Ended
March
31,
2024
2023
2022
2021
2020
NET
ASSET
VALUE,
Beginning
of
Period
$
32.11
$
24.75
$
27.50
$
27.20
$
18.17
$
19.37
INVESTMENT
OPERATIONS
Net
investment
income
(a)
0.07
0.17
0.29
0.14
0.17
0.15
Net
realized
and
unrealized
gain
(loss)
1.87
7.93
(2.45)
3.92
10.75
(1.20)
Total
from
Investment
Operations
1.94
8.10
(2.16)
4.06
10.92
(1.05)
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
(0.06)
(0.18)
(0.28)
(0.14)
(0.17)
(0.15)
Net
realized
gain
–
(0.56)
(0.31)
(3.62)
(1.72)
–
Total
Distributions
to
Shareholders
(0.06)
(0.74)
(0.59)
(3.76)
(1.89)
(0.15)
NET
ASSET
VALUE,
End
of
Period
$
33.99
$
32.11
$
24.75
$
27.50
$
27.20
$
18.17
TOTAL
RETURN
6.05%(b)
33.16%
(7.81)%
14.82%
61.37%
(5.48)%
RATIOS/
SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
291,662
$
273,513
$
238,415
$
222,344
$
170,824
$
104,475
Ratios
to
Average
Net
Assets:
Net
investment
income
0.40%(c)
0.62%
1.17%
0.50%
0.72%
0.74%
Net
expenses
0.80%(c)
0.81%
0.82%
0.82%
0.85%
0.86%
PORTFOLIO
TURNOVER
RATE
48%(b)
65%
51%
87%
64%
25%
(a)
Calculated
based
on
average
shares
outstanding
during
each
period.
(b)
Not
annualized.
(c)
Annualized.
Payson
Total
Return
Fund
Notes
to
Financial
Statements
September
30,
2024
Note
1.
Organization
The
Payson
Total
Return
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
November
25,
1991.
The
Fund
seeks
a
combination
of
high
current
income
and
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
recorded
at
fair
value
using
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.
Pursuant
to
Rule
2a-5
under
the
Investment
Company
Act,
the
Trust’s
Board
of
Trustees
(the
“Board”)
has
designated
the
Adviser,
as
defined
in
Note
4,
as
the
Fund’s
valuation
designee
to
perform
any
fair
value
determinations
for
securities
and
other
assets
held
by
the
Fund.
The
Adviser
is
subject
to
the
oversight
of
the
Board
and
certain
reporting
and
other
requirements
intended
to
provide
the
Board
the
information
needed
to
oversee
the
Adviser’s
fair
value
determinations.
The
Adviser
is
responsible
for
determining
the
fair
value
of
investments
for
which
market
quotations
are
not
readily
available
in
accordance
with
policies
and
procedures
that
have
been
approved
by
the
Board.
Under
these
procedures,
the
Adviser
convenes
on
a
regular
and
ad
hoc
basis
to
review
such
investments
and
considers
a
number
of
factors,
including
valuation
methodologies
and
significant
unobservable
inputs,
when
arriving
at
fair
value.
The
Board
has
approved
the
Adviser’s
fair
valuation
procedures
as
a
part
of
the
Fund’s
compliance
program
and
will
review
any
changes
made
to
the
procedures.
The
Adviser
provides
fair
valuation
inputs.
In
determining
fair
valuations,
inputs
may
include
market-based
analytics
that
may
consider
related
or
comparable
assets
or
liabilities,
recent
transactions,
market
multiples,
book
values
and
other
relevant
investment
information.
Adviser
inputs
may
include
an
income-based
approach
in
which
the
anticipated
future
cash
flows
of
the
investment
are
discounted
in
determining
fair
Payson
Total
Return
Fund
Notes
to
Financial
Statements
September
30,
2024
value.
Discounts
may
also
be
applied
based
on
the
nature
or
duration
of
any
restrictions
on
the
disposition
of
the
investments.
The
Adviser
performs
regular
reviews
of
valuation
methodologies,
key
inputs
and
assumptions,
disposition
analysis
and
market
activity.
Fair
valuation
is
based
on
subjective
factors
and,
as
a
result,
the
fair
value
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
net
asset
value
(“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
level
of
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
are
valued
at
amortized
cost,
which
approximates
market
value,
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
September
30,
2024,
for
the
Fund’s
investments
is
included
at
the
end
of
the
Fund’s
Schedule
of
Investments.
Security
Transactions,
Investment
Income
and
Realized
Gain
and
Loss
–
Investment
transactions
are
accounted
for
on
the
trade
date.
Dividend
income
is
recorded
on
the
ex-dividend
date.
Non-cash
dividend
income
is
recorded
at
the
fair
market
value
of
the
securities
received.
Foreign
dividend
income
is
recorded
on
the
ex-dividend
date
or
as
soon
as
possible
after
determining
the
existence
of
a
dividend
declaration
after
exercising
reasonable
due
diligence.
Income
and
capital
gains
on
some
foreign
securities
may
be
subject
to
foreign
withholding
taxes,
which
are
accrued
as
applicable.
Interest
income
is
recorded
on
an
accrual
basis.
Premium
is
amortized
to
the
next
call
date
above
par,
and
discount
is
accreted
to
maturity
using
the
effective
interest
method
and
included
in
interest
income.
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
net
foreign
currency
gains,
if
any,
Payson
Total
Return
Fund
Notes
to
Financial
Statements
September
30,
2024
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
on
various
investment
securities
held
by
the
Fund,
timing
differences
and
differing
characterizations
of
distributions
made
by
the
Fund.
Federal
Taxes
–
The
Fund
intends
to
continue
to
qualify
each
year
as
a
regulated
investment
company
under
Subchapter
M
of
Chapter
1,
Subtitle
A,
of
the
Internal
Revenue
Code
of
1986,
as
amended
(“Code”),
and
to
distribute
all
of
its
taxable
income
to
shareholders.
In
addition,
by
distributing
in
each
calendar
year
substantially
all
of
its
net
investment
income
and
capital
gains,
if
any,
the
Fund
will
not
be
subject
to
a
federal
excise
tax.
Therefore,
no
federal
income
or
excise
tax
provision
is
required.
The
Fund
recognizes
interest
and
penalties,
if
any,
related
to
unrecognized
tax
benefits
as
income
tax
expense
in
the
Statement
of
Operations.
During
the
year,
the
Fund
did
not
incur
any
interest
or
penalties.
The
Fund
files
a
U.S.
federal
income
and
excise
tax
return
as
required.
The
Fund’s
federal
income
tax
returns
are
subject
to
examination
by
the
Internal
Revenue
Service
for
a
period
of
three
fiscal
years
after
they
are
filed.
As
of
September
30,
2024,
there
are
no
uncertain
tax
positions
that
would
require
financial
statement
recognition,
de-recognition
or
disclosure.
Income
and
Expense
Allocation
–
The
Trust
accounts
separately
for
the
assets,
liabilities
and
operations
of
each
of
its
investment
portfolios.
Expenses
that
are
directly
attributable
to
more
than
one
investment
portfolio
are
allocated
among
the
respective
investment
portfolios
in
an
equitable
manner.
Commitments
and
Contingencies
–
In
the
normal
course
of
business,
the
Fund
enters
into
contracts
that
provide
general
indemnifications
by
the
Fund
to
the
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
statement
of
assets
and
liabilities.
Note
3.
Cash
–
Concentration
in
Uninsured
Account
For
cash
management
purposes,
the
Fund
may
concentrate
cash
with
the
Fund’s
custodian.
This
typically
results
in
cash
balances
exceeding
the
Federal
Deposit
Insurance
Corporation
(“FDIC”)
insurance
limits.
As
of
September
30,
2024,
the
Fund
had
$515,942
at
U.S.
Bank,
N.A.
that
exceeded
the
FDIC
insurance
limit.
Note
4.
Fees
and
Expenses
Investment
Adviser
–
H.M.
Payson
&
Co.
(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
0.60%
of
the
Fund’s
average
daily
net
assets.
Payson
Total
Return
Fund
Notes
to
Financial
Statements
September
30,
2024
Distribution
–
Foreside
Fund
Services,
LLC,
a
wholly
owned
subsidiary
of
Foreside
Financial
Group,
LLC
(d/b/a
ACA
Group)
(the
“Distributor”),
acts
as
the
agent
of
the
Trust
in
connection
with
the
continuous
offering
of
shares
of
the
Fund.
The
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
$45,000
($55,000
for
the
Chairman),
and
the
Audit
Committee
Chairman
receives
an
additional
$2,000
annually.
The
Trustees
and
the
Chairman
may
receive
additional
fees
for
special
Board
meetings.
Each
Trustee
is
also
reimbursed
for
all
reasonable
out-of-pocket
expenses
incurred
in
connection
with
his
or
her
duties
as
a
Trustee,
including
travel
and
related
expenses
incurred
in
attending
Board
meetings.
The
amount
of
Trustees’
fees
attributable
to
the
Fund
is
disclosed
in
the
Statement
of
Operations.
Certain
officers
of
the
Trust
are
also
officers
or
employees
of
the
above
named
service
providers,
and
during
their
terms
of
office
received
no
compensation
from
the
Fund.
Note
5.
Security
Transactions
The
cost
of
purchases
and
proceeds
from
sales
of
investment
securities
(including
maturities),
other
than
short-term
investments,
during
the
period
ended
September
30,
2024
were
$136,657,226
and
$133,242,474,
respectively.
Note
6.
Federal
Income
Tax
As
of
September
30,
2024,
the
cost
of
investments
for
federal
income
tax
purposes
is
substantially
the
same
as
for
financial
statement
purposes and
the
components
of
net
unrealized appreciation were
as
follows:
Gross
Unrealized
Appreciation
$
115,002,579
Gross
Unrealized
Depreciation
(228,164)
Net
Unrealized
Appreciation
$
114,774,415
Payson
Total
Return
Fund
Notes
to
Financial
Statements
September
30,
2024
As
of
March
31,
2024
,
distributable
earnings
(accumulated
loss)
on
a
tax
basis
were
as
follows:
The
difference
between
components
of
distributable
earnings
on
a
tax
basis
and
the
amounts
reflected
in
the
Statement
of
Assets
and
Liabilities
are
primarily
due
to
treatment
of
distributions
payable.
Note
7.
Information
Technology
Sector
Risk
The
Fund
invests
a
significant
portion
of
its
assets
in
the
information
technology
sector.
Investments
in
information
technology
companies
are
vulnerable
to
factors
affecting
the
technology
sector,
such
as
dependency
on
consumer
and
business
acceptance
as
new
technology
evolves,
large
and
rapid
price
movements
resulting
from
competition,
rapid
obsolescence
of
products
and
services
and
short
product
cycles.
Many
information
technology
companies
are
small
and
at
an
earlier
stage
of
development
and,
therefore,
may
be
subject
to
risks
such
as
those
arising
out
of
limited
product
lines,
markets
and
financial
and
managerial
resources.
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.
Undistributed
Ordinary
Income
$
781,612
Undistributed
Long-Term
Gain
16,093,602
Net
Unrealized
Appreciation
111,145,752
Other
Temporary
Differences
(121,463)
Total
$
127,899,503
Payson
Total
Return
Fund
Other
Information
September
30,
2024
Changes
in
and
Disagreements
with
Accountants
(Item
8
of
Form
N-CSR)
N/A
Proxy
Disclosure
(Item
9
of
Form
N-CSR)
N/A
Remuneration
Paid
to
Directors,
Officers,
and
Others
(Item
10
of
Form
N-CSR)
Please
see
financial
statements
in
Item
7.
Statement
Regarding
the
Basis
for
the
Board’s
Approval
of
Investment
Advisory
Contract
(Item
11
of
Form
N-CSR)
At
the
June
14,
2024
Board
meeting,
the
Board,
including
the
Independent
Trustees,
considered
the
approval
of
the
continuance
of
the
investment
advisory
agreement
between
H.M.
Payson
&
Co.
(the
“Adviser”)
and
the
Trust
pertaining
to
the
Fund
(the
“Advisory
Agreement”).
In
preparation
for
its
deliberations,
the
Board
requested
and
reviewed
written
responses
from
the
Adviser
to
a
due
diligence
questionnaire
circulated
on
the
Board's
behalf
concerning
the
services
provided
by
the
Adviser.
The
Board
also
discussed
the
materials
with
Fund
counsel
and,
as
necessary,
with
the
Trust's
administrator.
During
its
deliberations,
the
Board
received
an
oral
presentation
from
the
Adviser,
and
was
advised
by
independent
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
senior
representatives
of
the
Adviser
and
a
discussion
with
the
Adviser
about
the
Adviser’s
personnel,
operations
and
financial
condition,
the
Board
considered
the
quality
of
services
provided
by
the
Adviser
under
the
Advisory
Agreement.
In
this
regard,
the
Board
considered
information
regarding
the
experience,
qualifications
and
professional
background
of
the
portfolio
managers
and
other
personnel
at
the
Adviser
with
principal
responsibility
for
the
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.
Payson
Total
Return
Fund
Other
Information
September
30,
2024
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,
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
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
provided
to
the
Fund
under
the
Advisory
Agreement.
Performance
In
connection
with
a
presentation
by
the
Adviser
regarding
its
approach
to
managing
the
Fund,
the
Board
reviewed
the
performance
of
the
Fund
as
compared
to
its
primary
benchmark
index.
The
Board
observed
that
the
Fund
outperformed
its
primary
benchmark
index,
the
S&P
500
Index,
for
the
one-,
three-,
and
five-
year
periods
ended
March
31,
2024,
and
underperformed
the
primary
benchmark
for
the
10-year
period
ended
March
31,
2024,
and
for
the
period
since
the
Fund’s
inception
on
November
25,
1991.
The
Board
also
considered
the
Fund’s
performance
relative
to
an
independent
peer
group
of
funds
identified
by
Strategic
Insight,
Inc.
(“Strategic
Insight”)
as
having
characteristics
similar
to
those
of
the
Fund.
The
Board
observed
that,
based
on
the
information
provided
by
Strategic
Insight,
the
Fund
outperformed
the
average
of
its
Strategic
Insight
peers
for
the
one-,
three-,
five-,
and
10-year
periods
ended
March
31,
2024.
The
Board
noted
the
Adviser’s
representation
that
the
Fund’s
relative
outperformance
could
be
attributed,
at
least
in
part,
to
the
Adviser’s
disciplined
security
selection
process,
as
well
as
sector
allocation
relative
to
the
index.
In
consideration
of
the
Adviser’s
investment
style
and
the
foregoing
performance
information,
among
other
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
net
total
expenses
of
the
Fund
as
compared
to
its
Strategic
Insight
peer
group.
The
Board
observed
that
the
Fund’s
net
advisory
fee
rate
met
the
median
of
its
Strategic
Insight
peer
group
and
the
Fund’s
net
total
expense
ratio
was
lower
than
the
median
of
its
Strategic
Insight
peers.
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
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
it
does
not
assess
the
profitability
of
its
relationship
with
the
Fund
separate
and
apart
from
that
of
the
adviser
as
a
whole,
though
administrative
and
compliance
Payson
Total
Return
Fund
Other
Information
September
30,
2024
costs
attributable
to
the
Fund
were
believed
to
have
increased
in
recent
years
relative
to
the
Adviser’s
other
advisory
clients.
Based
on
these
and
other
applicable
considerations,
the
Board
concluded
that
the
Adviser’s
profitability
attributable
to
management
of
the
Fund
was
reasonable.
Economies
of
Scale
The
Board
evaluated
whether
the
Fund
would
benefit
from
any
economies
of
scale.
In
this
respect,
the
Board
considered
the
Fund’s
fee
structure,
asset
size,
and
net
expense
ratio.
The
Board
also
considered
the
Adviser’s
representation
that
the
Fund
could
potentially
benefit
from
economies
of
scale
if
its
assets
were
to
increase
but
that,
in
light
of
the
Fund’s
current
asset
levels,
the
Adviser
was
not
proposing
breakpoints
in
the
advisory
fee
at
this
time.
Based
on
the
foregoing
information
and
other
applicable
factors,
and
in
light
of
the
relatively
stable
asset
levels
in
the
Fund,
the
Board
concluded
that
the
asset
level
of
the
Fund
was
not
consistent
with
the
existence
of
economies
of
scale
and
that
the
advisory
fee
remained
reasonable
in
light
of
the
current
information
provided
to
the
Board
with
respect
to
economies
of
scale.
Other
Benefits
The
Board
noted
the
Adviser’s
representation
that,
aside
from
its
contractual
advisory
fees,
it
does
not
benefit
in
a
material
way
from
its
relationship
with
the
Fund.
Based
on
the
foregoing
representation,
the
Board
concluded
that
other
benefits
received
by
the
Adviser
from
its
relationship
with
the
Fund
were
not
a
material
factor
to
consider
in
approving
the
Advisory
Agreement.
Conclusion
The
Board
did
not
identify
any
single
factor
as
being
of
paramount
importance,
and
different
Trustees
may
have
given
different
weight
to
different
factors.
The
Board
reviewed
a
memorandum
from
Fund
counsel
discussing
the
legal
standards
applicable
to
its
consideration
of
the
Advisory
Agreement.
Based
on
its
review,
including
consideration
of
each
of
the
factors
referenced
above,
and
its
consideration
of
information
received
throughout
the
year
from
the
Adviser,
the
Board
determined,
in
the
exercise
of
its
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.
FOR
MORE
INFORMATION
Payson
Total
Return
Fund
P.O.
Box
588
Portland,
Maine
04112
(800)
805-8258
(toll
free)
www.hmpayson.com
Transfer
Agent
Apex
Fund
Services
P.O.
Box
588
Portland,
Maine
04112
www.apexgroup.com
Investment
Company
Act
File
No.
811-03023
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.
(b) Included as part of financial statements filed under Item 7(a).
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 10. REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES.
Included as part of financial statements filed under Item 7(a).
ITEM 11. STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT.
Included as part of other information filed under Item 7(a).
ITEM 12. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 13. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 14. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 15. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant does not accept nominees to the Board of Trustees from shareholders.
ITEM 16. CONTROLS AND PROCEDURES
(a) The Registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act are effective, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as of a date within 90 days of the filing date of this report.
(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the Reporting Period that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
ITEM 17. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 18. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION.
Not applicable.
ITEM 19. EXHIBITS.
(a)(1) Not applicable.
(a)(2) Not applicable.
(a)(4) Not applicable.
(a)(5) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant Forum Funds
| By: | /s/ Zachary Tackett | |
| | Zachary Tackett, Principal Executive Officer | |
| | | |
| Date: | November 20, 2024 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| By: | /s/ Zachary Tackett | |
| | Zachary Tackett, Principal Executive Officer | |
| | | |
| Date: | November 20, 2024 | |
| By: | /s/ Karen Shaw | |
| | Karen Shaw, Principal Financial Officer | |
| | | |
| Date: | November 20, 2024 | |
