Forum Funds

05/07/2024 | Press release | Distributed by Public on 05/07/2024 08:16

Semi-Annual Report by Investment Company - Form N-CSRS

As filed with the Securities and Exchange Commission May 7, 2024
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: August 31
Date of reporting period: September 1, 2023 - February 29, 2024

ITEM 1. REPORT TO STOCKHOLDERS.
Semi-Annual
Report
February
29,
2024
(Unaudited)
MAI
Managed
Volatility
Fund
Managed
By
MAI
Capital
Management,
LLC
TABLE
OF
CONTENTS
IMPORTANT
INFORMATION
The
views
expressed
in
this
report
are
those
of
the
MAI
Managed
Volatility
Fund
(the
"Fund")
managers
as
of
February
29,
2024,
and
may
not
reflect
their
views
on
the
date
this
report
is
first
published
or
anytime
thereafter.
These
views
are
intended
to
assist
shareholders
of
the
Fund
in
understanding
their
investments
in
the
Fund
and
do
not
constitute
investment
advice.
An
investment
in
the
Fund
is
subject
to
risk,
including
the
possible
loss
of
principal
amount
invested.
The
Fund
may
invest
in
securities
issued
by
smaller
and
medium-sized
companies,
which
typically
involves
greater
risk
than
investing
in
larger,
more
established
companies.
Selling
call
options
risk
occurs
if
the
Fund
is
required
to
sell
an
underlying
security
and
forego
gains
if
the
market
price
exceeds
the
exercise
price
before
the
expiration
date.
Selling
put
options
risk
occurs
if
the
Fund
is
required
to
buy
an
underlying
security
and
forego
gains
if
the
market
price
is
below
the
exercise
price
before
the
expiration
date.
Option
risks
include,
but
are
not
limited
to,
the
possibility
of
an
imperfect
correlation
between
the
movement
in
the
options'
prices
and
that
of
the
securities/indices
hedged
(or
used
for
cover),
which
may
render
a
given
hedge
unable
to
achieve
its
objective;
possible
loss
of
the
premium
paid
for
options;
and
potential
inability
to
benefit
from
the
appreciation
of
an
underlying
security
above
the
exercise
price.
ADRs
(American
Depositary
Receipt)
may
be
subject
to
international
trade,
currency,
political,
regulatory
and
diplomatic
risks.
The
Fund
is
also
subject
to
other
risks,
such
as
fixed-income
securities
risk,
which
are
detailed
in
the
Fund's
prospectus.
Diversification
does
not
assure
a
profit
or
protect
against
a
loss
in
a
declining
market.
A
put
is
an
option
contract
giving
the
owner
the
right,
but
not
the
obligation,
to
sell
a
specified
amount
of
an
underlying
asset
at
a
set
price
within
a
specified
time.
A
cash-secured
put
is
a
put
for
which
the
writer
deposits
an
amount
of
cash
equal
to
the
option's
exercise
price.
A
call
is
an
option
contract
giving
the
owner
the
right
(but
not
the
obligation)
to
buy
a
specified
amount
of
an
underlying
security
at
a
specified
price
within
a
specified
time.
A
covered
call
is
an
options
strategy
whereby
an
investor
holds
a
(long)
position
in
an
asset
and
writes
(sells)
call
options
on
that
same
asset
in
an
effort
to,
potentially,
generate
increased
income
from
the
asset.
A
call
option
is
out-of-the-money
if
the
stock
price
is
below
its
strike
price
and
a
put
option
is
out-of-the-money
if
the
stock
price
is
above
its
strike
price.
The
spread
to
strike
price
is
the
difference
between
the
current
price
of
the
security
and
the
strike
price.
Strike
price
is
the
price
at
which
a
specific
options
contract
can
be
exercised.
Beta
is
a
measure
of
a
fund's
sensitivity
to
market
movements.
A
portfolio
with
a
beta
greater
than
1
is
more
volatile
than
the
market,
and
a
portfolio
with
a
beta
less
than
1
is
less
volatile
than
the
market.
Premium
realized
through
the
sale
of
options
is
not
distributable
as
quarterly
income.
Sharpe
ratio
measures
risk-adjusted
performance.
The
greater
a
portfolio's
sharpe
ratio,
the
better
its
risk-adjusted
performance
has
been.
Standard
deviation
is
a
statistical
measure
of
the
volatility
of
the
fund's
returns.
In
general,
the
higher
the
standard
deviation,
the
greater
the
volatility
of
the
return.
The
CBOE
S&P
500
BuyWrite
Index
(BXM)
tracks
the
performance
of
a
hypothetical
at-the-money
buy-write
strategy
on
the
S&P
500.
Data
is
available
on
the
index
going
back
to
June
30,
1986.
One
cannot
invest
directly
in
an
index.
Schedule
of
Investments
1
Schedule
of
Call
and
Put
Options
Written
4
Notes
to
Schedules
of
Investments
and
Call
and
Put
Options
Written
5
Statement
of
Assets
and
Liabilities
7
Statement
of
Operations
8
Statements
of
Changes
in
Net
Assets
9
Financial
Highlights
10
Notes
to
Financial
Statements
12
Additional
Information
19
MAI
Managed
Volatility
Fund
SCHEDULE
OF
INVESTMENTS
February
29,
2024
1
See
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Common
Stock
-
43.4%
Communication
Services
-
4.7%
28,660‌
Alphabet,
Inc.,
Class A
(a)(b)
$
3,968,264‌
34,293‌
AT&T,
Inc.
580,580‌
32,172‌
Comcast
Corp.,
Class A
1,378,570‌
7,289‌
Meta
Platforms,
Inc.,
Class A
3,572,557‌
10,041‌
The
Walt
Disney
Co.
1,120,375‌
17,941‌
Verizon
Communications,
Inc.
(b)
717,999‌
8,296‌
Warner
Bros
Discovery,
Inc.
(a)
72,922‌
11,411,267‌
Consumer
Discretionary
-
3.9%
22,360‌
Amazon.com,
Inc.
(a)(b)
3,952,353‌
2,814‌
McDonald's
Corp.
822,476‌
10,544‌
NIKE,
Inc.,
Class B
1,095,838‌
10,011‌
The
Home
Depot,
Inc.
(b)
3,810,287‌
9,680,954‌
Consumer
Staples
-
2.8%
11,233‌
Altria
Group,
Inc.
459,542‌
5,660‌
Anheuser-Busch
InBev
SA/NV,
ADR
341,694‌
1,270‌
Costco
Wholesale
Corp.
944,740‌
5,376‌
Diageo
PLC,
ADR
810,701‌
15,152‌
Mondelez
International,
Inc.,
Class A
1,107,157‌
9,224‌
PepsiCo.,
Inc.
(b)
1,525,096‌
4,882‌
The
Procter
&
Gamble
Co.
775,945‌
17,265‌
Walmart,
Inc.
1,011,902‌
6,976,777‌
Energy
-
1.8%
4,159‌
Chevron
Corp.
632,209‌
4,761‌
EOG
Resources,
Inc.
544,944‌
7,329‌
Exxon
Mobil
Corp.
766,027‌
48,133‌
Kinder
Morgan,
Inc.
837,033‌
5,807‌
Marathon
Petroleum
Corp.
982,719‌
3,323‌
Occidental
Petroleum
Corp.
201,407‌
8,894‌
Schlumberger
NV
429,847‌
4,394,186‌
Financials
-
6.5%
52,675‌
Bank
of
America
Corp.
(b)
1,818,341‌
4,184‌
Berkshire
Hathaway,
Inc.,
Class B
(a)
1,712,930‌
7,060‌
Chubb,
Ltd.
1,776,790‌
11,965‌
Citigroup,
Inc.
663,938‌
12,857‌
JPMorgan
Chase
&
Co.
2,392,173‌
14,790‌
MetLife,
Inc.
1,031,455‌
12,732‌
The
Charles
Schwab
Corp.
850,243‌
13,795‌
U.S.
Bancorp
578,838‌
14,260‌
Visa,
Inc.,
Class A
(b)
4,030,446‌
19,495‌
Wells
Fargo
&
Co.
1,083,727‌
15,938,881‌
Health
Care
-
5.7%
15,837‌
Abbott
Laboratories
(b)
1,878,902‌
9,442‌
AbbVie,
Inc.
1,662,264‌
7,031‌
Amgen,
Inc.
1,925,299‌
11,136‌
Bristol-Myers
Squibb
Co.
565,152‌
9,531‌
CVS
Health
Corp.
708,820‌
9,690‌
Johnson
&
Johnson
(b)
1,563,772‌
10,745‌
Medtronic
PLC
895,703‌
6,765‌
Merck
&
Co.,
Inc.
860,170‌
676‌
Organon
&
Co.
11,769‌
20,839‌
Pfizer,
Inc.
553,484‌
6,703‌
UnitedHealth
Group,
Inc.
(b)
3,308,601‌
MAI
Managed
Volatility
Fund
SCHEDULE
OF
INVESTMENTS
February
29,
2024
2
See
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Health
Care
-
5.7%
(continued)
2,585‌
Viatris,
Inc.
$
31,976‌
13,965,912‌
Industrials
-
2.8%
5,392‌
Carrier
Global
Corp.
299,687‌
9,007‌
Honeywell
International,
Inc.
1,789,961‌
2,696‌
Otis
Worldwide
Corp.
256,929‌
14,637‌
RTX
Corp.
1,312,500‌
3,529‌
The
Boeing
Co.
(a)
718,928‌
4,919‌
Union
Pacific
Corp.
1,247,901‌
7,679‌
United
Parcel
Service,
Inc.,
Class B
1,138,489‌
6,764,395‌
Information
Technology
-
13.5%
12,466‌
Advanced
Micro
Devices,
Inc.
(a)
2,400,079‌
40,860‌
Apple,
Inc.
(b)
7,385,445‌
2,387‌
Broadcom,
Inc.
3,104,270‌
27,517‌
Cisco
Systems,
Inc.
1,330,997‌
4,805‌
Fortinet,
Inc.
(a)
332,074‌
15,389‌
Intel
Corp.
662,497‌
2,669‌
Intuit,
Inc.
1,769,253‌
19,736‌
Microsoft
Corp.
(b)
8,163,599‌
1,924‌
NVIDIA
Corp.
1,522,115‌
24,562‌
Oracle
Corp.
2,743,084‌
12,656‌
QUALCOMM,
Inc.
1,996,990‌
2,444‌
ServiceNow,
Inc.
(a)
1,885,155‌
33,295,558‌
Materials
-
0.2%
2,318‌
Air
Products
and
Chemicals,
Inc.
542,505‌
Real
Estate
-
0.7%
4,439‌
American
Tower
Corp.
REIT
882,740‌
25,155‌
Weyerhaeuser
Co.
REIT
864,829‌
1,747,569‌
Utilities
-
0.8%
37,380‌
NextEra
Energy,
Inc.
(b)
2,063,002‌
Total
Common
Stock
(Cost
$53,378,368)
106,781,006‌
Principal
Security
Description
Rate
Maturity
Value
U.S.
Government
&
Agency
Obligations
-
22.8%
U.S.
Treasury
Securities
-
22.8%
$
2,000,000‌
U.S.
Treasury
Note/Bond
3.00‌%
06/30/24
1,984,486‌
5,000,000‌
U.S.
Treasury
Note/Bond
4.25‌
09/30/24
4,971,039‌
5,500,000‌
U.S.
Treasury
Note/Bond
2.13‌
09/30/24
5,402,184‌
6,000,000‌
U.S.
Treasury
Note/Bond
4.50‌
11/30/24
5,967,873‌
5,000,000‌
U.S.
Treasury
Note/Bond
4.25‌
12/31/24
4,963,872‌
10,000,000‌
U.S.
Treasury
Note/Bond
4.63‌
02/28/25
9,958,682‌
5,000,000‌
U.S.
Treasury
Note/Bond
2.75‌
02/28/25
4,889,299‌
7,500,000‌
U.S.
Treasury
Note/Bond
3.88‌
04/30/25
7,410,059‌
7,500,000‌
U.S.
Treasury
Note/Bond
4.63‌
06/30/25
7,477,295‌
3,000,000‌
U.S.
Treasury
Note/Bond
4.25‌
10/15/25
2,976,328‌
56,001,117‌
Total
U.S.
Government
&
Agency
Obligations
(Cost
$56,330,051)
56,001,117‌
Shares
Security
Description
Exercise
Price
Exp.
Date
Value
Warrants
-
0.0%
415‌
Occidental
Petroleum
Corp.
(a)
(Cost
$0)
$
22.00‌
08/03/27
16,019‌
MAI
Managed
Volatility
Fund
SCHEDULE
OF
INVESTMENTS
February
29,
2024
3
See
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Money
Market
Fund
-
32.9%
80,999,851‌
First
American
Government
Obligations
Fund,
Class X,
5.23%
(c)
(Cost
$80,999,851)
$
80,999,851‌
Investments,
at
value
-
99.1%
(Cost
$190,708,270)
$
243,797,993‌
Total
Written
Options
-
(2.3)%
(Premiums
Received
$(4,167,142))
(5,544,855‌)
Other
Assets
&
Liabilities,
Net
-
3.2%
7,719,677‌
Net
Assets
-
100.0%
$
245,972,815‌
MAI
Managed
Volatility
Fund
SCHEDULE
OF
CALL
AND
PUT
OPTIONS
WRITTEN
February
29,
2024
4
See
Notes
to
Financial
Statements.
Contracts
Security
Description
Strike
Price
Exp.
Date
Notional
Contract
Value
Value
Written
Options
-
(2.3)%
Call
Options
Written
-
(2.2)%
(15‌)
CBOE
S&P
500
INDEX
S&P
500
$
4,725.00‌
03/24
$
7,644,405‌
$
(556,725‌)
(10‌)
CBOE
S&P
500
INDEX
S&P
500
4,800.00‌
03/24
5,096,270‌
(304,600‌)
(10‌)
CBOE
S&P
500
INDEX
S&P
500
4,650.00‌
03/24
5,096,270‌
(449,450‌)
(5‌)
CBOE
S&P
500
INDEX
S&P
500
4,930.00‌
03/24
2,548,135‌
(93,925‌)
(10‌)
CBOE
S&P
500
INDEX
S&P
500
4,675.00‌
03/24
5,096,270‌
(431,700‌)
(15‌)
CBOE
S&P
500
INDEX
S&P
500
4,850.00‌
04/24
7,644,405‌
(403,500‌)
(15‌)
CBOE
S&P
500
INDEX
S&P
500
4,700.00‌
04/24
7,644,405‌
(623,805‌)
(15‌)
CBOE
S&P
500
INDEX
S&P
500
4,650.00‌
04/24
7,644,405‌
(701,175‌)
(20‌)
CBOE
S&P
500
INDEX
S&P
500
4,600.00‌
04/24
10,192,540‌
(1,032,500‌)
(10‌)
CBOE
S&P
500
INDEX
S&P
500
4,690.00‌
04/24
5,096,270‌
(440,200‌)
(10‌)
CBOE
S&P
500
INDEX
S&P
500
4,745.00‌
05/24
5,096,270‌
(416,050‌)
Total
Call
Options
Written
(Premiums
Received
$(3,984,890))
(5,453,630‌)
Put
Options
Written
-
(0.1)%
(10‌)
CBOE
S&P
500
INDEX
S&P
500
4,575.00‌
04/24
4,575,000‌
(3,550‌)
(15‌)
CBOE
S&P
500
INDEX
S&P
500
4,775.00‌
04/24
7,162,500‌
(14,625‌)
(20‌)
CBOE
S&P
500
INDEX
S&P
500
4,750.00‌
04/24
9,500,000‌
(22,700‌)
(20‌)
CBOE
S&P
500
INDEX
S&P
500
4,775.00‌
04/24
9,550,000‌
(30,100‌)
(10‌)
CBOE
S&P
500
INDEX
S&P
500
4,680.00‌
05/24
4,680,000‌
(20,250‌)
Total
Put
Options
Written
(Premiums
Received
$(182,252))
(91,225‌)
Total
Written
Options
-
(2.3)%
(Premiums
Received
$(4,167,142))
$
(5,544,855‌)
MAI
Managed
Volatility
Fund
NOTES
TO
SCHEDULES
OF
INVESTMENTS
AND
CALL
AND
PUT
OPTIONS
WRITTEN
February
29,
2024
5
See
Notes
to
Financial
Statements.
The
following
is
a
summary
of
the
inputs
used
to
value
the
Fund's investments
and
other
financial
instruments
and
liabilities
as
of
February
29,
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.
**
Used
to
meet
the
collateral
requirements
of
a
tri-party
agreement
between
the
prime
broker,
custodian
and
the
Fund
ADR
American
Depositary
Receipt
PLC
Public
Limited
Company
REIT
Real
Estate
Investment
Trust
(a)
Non-income
producing
security.
(b)
All
or
a
portion
of
this
security
is
held
as
collateral
for
written
options.
(c)
Dividend
yield
changes
daily
to
reflect
current
market
conditions.
Rate
was
the
quoted
yield
as
of
February
29,
2024.
Level
1
Level
2
Level
3
Total
Assets
Investments
at
Value
Common
Stock
Communication
Services
$
11,411,267‌
$
-‌
$
-‌
$
11,411,267‌
Consumer
Discretionary
9,680,954‌
-‌
-‌
9,680,954‌
Consumer
Staples
6,976,777‌
-‌
-‌
6,976,777‌
Energy
4,394,186‌
-‌
-‌
4,394,186‌
Financials
15,938,881‌
-‌
-‌
15,938,881‌
Health
Care
13,965,912‌
-‌
-‌
13,965,912‌
Industrials
6,764,395‌
-‌
-‌
6,764,395‌
Information
Technology
33,295,558‌
-‌
-‌
33,295,558‌
Materials
542,505‌
-‌
-‌
542,505‌
Real
Estate
1,747,569‌
-‌
-‌
1,747,569‌
Utilities
2,063,002‌
-‌
-‌
2,063,002‌
U.S.
Government
&
Agency
Obligations
-‌
56,001,117‌
-‌
56,001,117‌
Warrants
16,019‌
-‌
-‌
16,019‌
Money
Market
Fund
80,999,851‌
-‌
-‌
80,999,851‌
Investments
at
Value
$
187,796,876‌
$
56,001,117‌
$
-‌
$
243,797,993‌
Total
Assets
$
187,796,876‌
$
56,001,117‌
$
-‌
$
243,797,993‌
Liabilities
Other
Financial
Instruments*
Written
Options
(627,355‌)
(4,917,500‌)
-‌
(5,544,855‌)
Total
Liabilities
$
(627,355‌)
$
(4,917,500‌)
$
-‌
$
(5,544,855‌)
*
Other
Financial
Instruments
are
derivative
instruments
reflected
in
separate
schedules
such
as
written
options,
which
appear
in
the
Schedule
of
Call
and
Put
Options
Written
and
are
valued
at
their
market
value
at
period
end.
PORTFOLIO
HOLDINGS
%
of
Net
Assets
Common
Stock
43.4%‌
U.S.
Government
&
Agency
Obligations
22.8%‌
Warrants
0.0%‌
Money
Market
Fund**
32.9%‌
Written
Options
(2.3)%‌
Other
Assets
&
Liabilities,
Net
3.2%‌
100.0%
MAI
Managed
Volatility
Fund
NOTES
TO
SCHEDULES
OF
INVESTMENTS
AND
CALL
AND
PUT
OPTIONS
WRITTEN
February
29,
2024
6
See
Notes
to
Financial
Statements.
PORTFOLIO
HOLDINGS
%
of
Common
Stock
Communication
Services
10.7%
Consumer
Discretionary
9.1%
Consumer
Staples
6.5%
Energy
4.1%
Financials
14.9%
Health
Care
13.1%
Industrials
6.3%
Information
Technology
31.2%
Materials
0.5%
Real
Estate
1.7%
Utilities
1.9%
100.0%
MAI
Managed
Volatility
Fund
STATEMENT
OF
ASSETS
AND
LIABILITIES
February
29,
2024
7
See
Notes
to
Financial
Statements.
ASSETS
Investments,
at
value
(Cost
$190,708,270)
$
243,797,993‌
Deposits
with
broker
7,235,886‌
Receivables:
Fund
shares
sold
413,217‌
Dividends
and
interest
1,003,816‌
Prepaid
expenses
18,307‌
Total
Assets
252,469,219‌
LIABILITIES
Call
options
written,
at
value
(Premiums
received
$3,984,890)
5,453,630‌
Put
options
written,
at
value
(Premiums
received
$182,252)
91,225‌
Payables:
Fund
shares
redeemed
784,111‌
Accrued
Liabilities:
Investment
adviser
fees
135,733‌
Fund
services
fees
25,993‌
Other
expenses
5,712‌
Total
Liabilities
6,496,404‌
NET
ASSETS
$
245,972,815‌
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
198,462,075‌
Distributable
Earnings
47,510,740‌
NET
ASSETS
$
245,972,815‌
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
Institutional
Shares
16,937,776‌
Investor
Shares
49,496‌
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE
Institutional
Shares
(based
on
net
assets
of
$245,224,136)
$
14.48‌
Investor
Shares
(based
on
net
assets
of
$748,679)
$
15.13‌
MAI
Managed
Volatility
Fund
STATEMENT
OF
OPERATIONS
SIX
MONTHS
ENDED
FEBRUARY
29,
2024
8
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Dividend
income
(Net
of
foreign
withholding
taxes
of
$(54)
$
2,718,467‌
Interest
income
1,673,383‌
Total
Investment
Income
4,391,850‌
EXPENSES
Investment
adviser
fees
925,984‌
Fund
services
fees
151,492‌
Transfer
agent
fees:
Institutional
Shares
5,233‌
Investor
Shares
1,543‌
Non
12b-1
shareholder
servicing
fees:
Institutional
Shares
93,209‌
Investor
Shares
397‌
Distribution
fees:
Investor
Shares
854‌
Custodian
fees
13,027‌
Registration
fees:
Institutional
Shares
10,652‌
Investor
Shares
10,485‌
Professional
fees
30,758‌
Trustees'
fees
and
expenses
6,672‌
Other
expenses
39,576‌
Total
Expenses
1,289,882‌
Fees
waived
(66,728‌)
Net
Expenses
1,223,154‌
NET
INVESTMENT
INCOME
3,168,696‌
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
(loss)
on:
Investments
2,635‌
Written
options
(809,322‌)
Net
realized
loss
(806,687‌)
Net
change
in
unrealized
appreciation
(depreciation)
on:
Investments
11,565,688‌
Written
options
(1,473,319‌)
Net
change
in
unrealized
appreciation
(depreciation)
10,092,369‌
NET
REALIZED
AND
UNREALIZED
GAIN
9,285,682‌
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
12,454,378‌
MAI
Managed
Volatility
Fund
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
9
See
Notes
to
Financial
Statements.
For
the
Six
Months
Ended
February
29,
2024
For
the
Year
Ended
August
31,
2023
OPERATIONS
Net
investment
income
$
3,168,696‌
$
4,404,543‌
Net
realized
gain
(loss)
(806,687‌)
5,066,608‌
Net
change
in
unrealized
appreciation
(depreciation)
10,092,369‌
8,684,768‌
Increase
in
Net
Assets
Resulting
from
Operations
12,454,378‌
18,155,919‌
DISTRIBUTIONS
TO
SHAREHOLDERS
Institutional
Shares
(8,828,444‌)
(6,807,108‌)
Investor
Shares
(21,244‌)
(10,408‌)
Total
Distributions
Paid
(8,849,688‌)
(6,817,516‌)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares:
Institutional
Shares
21,974,546‌
74,916,034‌
Investor
Shares
594,882‌
695,305‌
Reinvestment
of
distributions:
Institutional
Shares
8,585,070‌
6,679,031‌
Investor
Shares
21,244‌
10,407‌
Redemption
of
shares:
Institutional
Shares
(36,219,270‌)
(46,501,381‌)
Investor
Shares
(456,435‌)
(592,910‌)
Increase
(Decrease)
in
Net
Assets
from
Capital
Share
Transactions
(5,499,963‌)
35,206,486‌
Increase
(Decrease)
in
Net
Assets
(1,895,273‌)
46,544,889‌
NET
ASSETS
Beginning
of
Period
247,868,088‌
201,323,199‌
End
of
Period
$
245,972,815‌
$
247,868,088‌
SHARE
TRANSACTIONS
Sale
of
shares:
Institutional
Shares
1,531,561‌
5,449,951‌
Investor
Shares
39,743‌
48,472‌
Reinvestment
of
distributions:
Institutional
Shares
603,206‌
485,493‌
Investor
Shares
1,429‌
730‌
Redemption
of
shares:
Institutional
Shares
(2,529,152‌)
(3,366,917‌)
Investor
Shares
(30,560‌)
(41,707‌)
Increase
(Decrease)
in
Shares
(383,773‌)
2,576,022‌
MAI
Managed
Volatility
Fund
FINANCIAL
HIGHLIGHTS
10
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
period
.
For
the
Six
Months
Ended
February
29,
2024
For
the
Years
Ended
August
31,
2023
2022
2021
2020
2019
INSTITUTIONAL
CLASS
NET
ASSET
VALUE,
Beginning
of
Period
$
14.27‌
$
13.61‌
$
13.82‌
$
12.01‌
$
11.90‌
$
11.87‌
INVESTMENT
OPERATIONS
Net
investment
income
(a)
0.18‌
0.27‌
0.03‌
0.00‌
(b)
0.09‌
0.16‌
Net
realized
and
unrealized
gain
(loss)
0.54‌
0.84‌
(0.24‌)
1.82‌
0.19‌
0.21‌
Total
from
Investment
Operations
0.72‌
1.11‌
(0.21‌)
1.82‌
0.28‌
0.37‌
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
(0.18‌)
(0.21‌)
(0.00‌)
(b)
(0.01‌)
(0.11‌)
(0.14‌)
Net
realized
gain
(0.33‌)
(0.24‌)
-‌
-‌
(0.06‌)
(0.20‌)
Total
Distributions
to
Shareholders
(0.51‌)
(0.45‌)
(0.00‌)
(0.01‌)
(0.17‌)
(0.34‌)
NET
ASSET
VALUE,
End
of
Period
$
14.48‌
$
14.27‌
$
13.61‌
$
13.82‌
$
12.01‌
$
11.90‌
TOTAL
RETURN
5.16‌%(c)
8.29‌%
(1.49‌)%
15.12‌%
2.42‌%
3.33‌%
RATIOS/
SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
245,224‌
$
247,291‌
$
200,883‌
$
175,686‌
$
156,165‌
$
144,705‌
Ratios
to
Average
Net
Assets:
Net
investment
income
2.56‌%(d)
1.97‌%
0.23‌%
0.02‌%
0.73‌%
1.38‌%
Net
expenses
0.99‌%(d)
0.99‌%
1.00‌%
1.03‌%
1.00‌%
0.99‌%
Dividend
expenses
-‌%(d)
-‌%
0.01‌%
0.04‌%
0.01‌%
-‌%
Net
expenses
without
dividend
and
interest
expenses
0.99‌%
0.99‌%
0.99‌%
0.99‌%
0.99‌%
0.99‌%
Gross
expenses
(e)
1.03‌%(d)
1.04‌%
1.06‌%
1.12‌%
1.12‌%
1.10‌%
PORTFOLIO
TURNOVER
RATE
0‌%(c)
0‌%
9‌%
0‌%
22‌%
1‌%
(a)
Calculated
based
on
average
shares
outstanding
during
each
period.
(b)
Less
than
$0.01
per
share.
(c)
Not
annualized.
(d)
Annualized.
(e)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
MAI
Managed
Volatility
Fund
FINANCIAL
HIGHLIGHTS
11
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
period
.
For
the
Six
Months
Ended
February
29,
2024
For
the
Years
Ended
August
31,
2023
2022
2021
2020
2019
INVESTOR
CLASS
NET
ASSET
VALUE,
Beginning
of
Period
$
14.83‌
$
14.03‌
$
14.28‌
$
12.44‌
$
12.24‌
$
12.11‌
INVESTMENT
OPERATIONS
Net
investment
income
(loss)
(a)
0.17‌
0.25‌
0.00‌
(b)
(0.03‌)
0.06‌
0.13‌
Net
realized
and
unrealized
gain
(loss)
0.57‌
0.87‌
(0.25‌)
1.87‌
0.21‌
0.22‌
Total
from
Investment
Operations
0.74‌
1.12‌
(0.25‌)
1.84‌
0.27‌
0.35‌
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
(0.11‌)
(0.08‌)
-‌
-‌
(0.01‌)
(0.02‌)
Net
realized
gain
(0.33‌)
(0.24‌)
-‌
-‌
(0.06‌)
(0.20‌)
Total
Distributions
to
Shareholders
(0.44‌)
(0.32‌)
-‌
-‌
(0.07‌)
(0.22‌)
NET
ASSET
VALUE,
End
of
Period
$
15.13‌
$
14.83‌
$
14.03‌
$
14.28‌
$
12.44‌
$
12.24‌
TOTAL
RETURN
5.04‌%(c)
8.03‌%
(1.75‌)%
14.79‌%
2.22‌%
2.98‌%
RATIOS/
SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
749‌
$
577‌
$
440‌
$
425‌
$
315‌
$
454‌
Ratios
to
Average
Net
Assets:
Net
investment
income
(loss)
2.33‌%(d)
1.72‌%
(0.01‌)%
(0.23‌)%
0.48‌%
1.12‌%
Net
expenses
1.24‌%(d)
1.24‌%
1.25‌%
1.28‌%
1.25‌%
1.24‌%
Dividend
expenses
-‌%(d)
-‌%
0.01‌%
0.04‌%
0.01‌%
-‌%
Net
expenses
without
dividend
and
interest
expenses
1.24‌%
1.24‌%
1.24‌%
1.24‌%
1.24‌%
1.24‌%
Gross
expenses
(e)
5.43‌%(d)
6.22‌%
7.57‌%
8.12‌%
6.78‌%
5.56‌%
PORTFOLIO
TURNOVER
RATE
0‌%(c)
0‌%
9‌%
0‌%
22‌%
1‌%
(a)
Calculated
based
on
average
shares
outstanding
during
each
period.
(b)
Less
than
$0.01
per
share.
(c)
Not
annualized.
(d)
Annualized.
(e)
Reflects
the
expense
ratio
excluding
any
waivers
and/or
reimbursements.
12
MAI
Managed
Volatility
Fund
NOTES
TO
FINANCIAL
STATEMENTS
February
29,
2024
Note
1.
Organization
The
MAI
Managed
Volatility
Fund
(the
"Fund")
is
a
diversified
portfolio
of
Forum
Funds
(the
"Trust").
The
Trust
is
a
Delaware
statutory
trust
that
is
registered
as
an
open-end,
management
investment
company
under
the
Investment
Company
Act
of
1940,
as
amended
(the
"Act").
Under
its
Trust
Instrument,
the
Trust
is
authorized
to
issue
an
unlimited
number
of
the
Fund's
shares
of
beneficial
interest
without
par
value.
The
Fund
currently
offers
two
classes
of
shares:
Institutional
Class
and
Investor
Class.
Institutional
Class
and
Investor
Class
commenced
operations
on
September
23,
2010,
and
December
2,
2010,
respectively.
The
Fund's
investment
objective
is
income
and
long-term
capital
appreciation.
Note
2.
Summary
of
Significant
Accounting
Policies
The
Fund
is
an
investment
company
and
follows
accounting
and
reporting
guidance
under
Financial
Accounting
Standards
Board
Accounting
Standards
Codification
Topic
946,
"Financial
Services
-
Investment
Companies."
These
financial
statements
are
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
("GAAP"),
which
require
management
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities,
the
disclosure
of
contingent
liabilities
at
the
date
of
the
financial
statements,
and
the
reported
amounts
of
increases
and
decreases
in
net
assets
from
operations
during
the
fiscal
period.
Actual
amounts
could
differ
from
those
estimates.
The
following
summarizes
the
significant
accounting
policies
of
the
Fund:
Security
Valuation
-
Securities
are
valued
at
market
prices
using
the
last
quoted
trade
or
official
closing
price
from
the
principal
exchange
where
the
security
is
traded,
as
provided
by
independent
pricing
services
on
each
Fund
business
day.
In
the
absence
of
a
last
trade,
securities
are
valued
at
the
mean
of
the
last
bid
and
ask
price
provided
by
the
pricing
service.
Debt
securities
may
be
valued
at
prices
supplied
by
a
fund's
pricing
agent
based
on
broker
or
dealer
supplied
valuations
or
matrix
pricing,
a
method
of
valuing
securities
by
reference
to
the
value
of
other
securities
with
similar
characteristics
such
as
rating,
interest
rate
and
maturity.
Exchange-traded
options
for
which
the
last
quoted
sale
price
is
outside
the
closing
bid
and
ask
price
will
be
valued
at
the
mean
of
the
closing
bid
and
ask
price.
Short-term
investments
that
mature
in
sixty
days
or
less
may
be
valued
at
amortized
cost.
Pursuant
to
Rule
2a-5
under
the
Investment
Company
Act,
the
Trust's
Board
of
Trustees
(the
"Board")
has
designated
the
Adviser,
as
defined
in
Note
3,
as
the
Fund's
valuation
designee
to
perform
any
fair
value
determinations
for
securities
and
other
assets
held
by
the
Fund.
The
Adviser
is
subject
to
the
oversight
of
the
Board
and
certain
reporting
and
other
requirements
intended
to
provide
the
Board
the
information
needed
to
oversee
the
Adviser's
fair
value
determinations.
The
Adviser
is
responsible
for
determining
the
fair
value
of
investments
for
which
market
quotations
are
not
readily
available
in
accordance
with
policies
and
procedures
that
have
been
approved
by
the
Board.
Under
these
procedures,
the
Adviser
convenes
on
a
regular
and
ad
hoc
basis
to
review
such
investments
and
considers
a
number
of
factors,
including
valuation
methodologies
and
significant
unobservable
inputs,
when
arriving
at
fair
value.
The
Board
has
approved
the
Adviser's
fair
valuation
procedures
as
a
part
of
the
Fund's
compliance
program
and
will
review
any
changes
made
to
the
procedures.
The
Adviser
provides
fair
valuation
inputs.
In
determining
fair
valuations,
inputs
may
include
market-
based
analytics
that
may
consider
related
or
comparable
assets
or
liabilities,
recent
transactions,
market
multiples,
book
values
and
other
relevant
investment
information.
Adviser
inputs
may
include
an
income-based
approach
in
which
the
anticipated
future
cash
flows
of
the
investment
are
discounted
in
determining
fair
value.
Discounts
may
also
be
applied
based
on
the
nature
or
duration
of
any
restrictions
on
the
disposition
of
the
investments.
The
Adviser
performs
regular
reviews
of
valuation
methodologies,
key
inputs
and
assumptions,
disposition
analysis
and
market
activity.
13
MAI
Managed
Volatility
Fund
NOTES
TO
FINANCIAL
STATEMENTS
February
29,
2024
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
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
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
February
29,
2024,
for
the
Fund's
investments
is
included
in
the
Fund's
Notes
to
Schedules
of
Investments
and
Call
and
Put
Options
Written.
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.
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
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
February
29,
2024,
are
disclosed
in
the
Fund's
Schedule
of
Call
and
Put
Options
Written.
14
MAI
Managed
Volatility
Fund
NOTES
TO
FINANCIAL
STATEMENTS
February
29,
2024
Distributions
to
Shareholders
-
Distributions
to
shareholders
of
net
investment
income,
if
any,
are
declared
and
paid
at
least
quarterly.
Distributions
to
shareholders
of
net
capital
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
on
various
investment
securities
held
by
the
Fund,
timing
differences
and
differing
characterizations
of
distributions
made
by
the
Fund.
Federal
Taxes
-
The
Fund
intends
to
continue
to
qualify
each
year
as
a
regulated
investment
company
under
Subchapter
M
of
Chapter
1,
Subtitle
A,
of
the
Internal
Revenue
Code
of
1986,
as
amended
("Code"),
and
to
distribute
all
of
its
taxable
income
to
shareholders.
In
addition,
by
distributing
in
each
calendar
year
substantially
all
of
its
net
investment
income
and
capital
gains,
if
any,
the
Fund
will
not
be
subject
to
a
federal
excise
tax.
Therefore,
no
federal
income
or
excise
tax
provision
is
required.
The
Fund
recognizes
interest
and
penalties,
if
any,
related
to
unrecognized
tax
benefits
as
income
tax
expense
in
the
Statement
of
Operations.
During
the
period,
the
Fund
did
not
incur
any
interest
or
penalties.
The
Fund
files
a
U.S.
federal
income
and
excise
tax
return
as
required.
The
Fund's
federal
income
tax
returns
are
subject
to
examination
by
the
Internal
Revenue
Service
for
a
period
of
three
fiscal
years
after
they
are
filed.
As
of
February
29,
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.
The
Fund's
class-specific
expenses
are
charged
to
the
operations
of
that
class
of
shares.
Income
and
expenses
(other
than
expenses
attributable
to
a
specific
class)
and
realized
and
unrealized
gains
or
losses
on
investments
are
allocated
to
each
class
of
shares
based
on
the
class'
respective
net
assets
to
the
total
net
assets
of
the
Fund.
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.
Fees
and
Expenses
Investment
Adviser
-
MAI
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
0.75%
of
the
Fund's
average
daily
net
assets.
Distribution
-
Foreside
Fund
Services,
LLC,
a
wholly
owned
subsidiary
of
Foreside
Financial
Group,
LLC
(d/b/a
ACA
Group)
(the
"Distributor"),
acts
as
the
agent
of
the
Trust
in
connection
with
the
continuous
offering
of
shares
of
the
Fund.
The
Distributor
is
not
affiliated
with
the
Adviser
or
Atlantic
Fund
Administration,
LLC,
a
wholly
owned
subsidiary
of
Apex
US
Holdings
LLC
(d/b/a
Apex
Fund
Services)
("Apex")
or
their
affiliates.
The
Trust
has
adopted
a
Rule
12b-1
plan
under
which
the
Fund
pays
the
Distributor
a
fee
up
to
0.25%
of
the
average
daily
net
assets
of
the
Investor
Class
for
distribution
services
and/or
the
servicing
of
shareholder
accounts.
Because
the
Investor
Class
pays
distribution
fees
on
an
ongoing
basis,
over
time
these
fees
will
increase
the
cost
of
your
investment
and
may
cost
you
more
than
paying
other
types
of
sales
charges.
The
Distributor
may
pay
any
fee
received
under
the
Rule
12b-1
plan
to
the
Adviser
or
other
financial
intermediaries
that
provide
15
MAI
Managed
Volatility
Fund
NOTES
TO
FINANCIAL
STATEMENTS
February
29,
2024
distribution
and
shareholder
services
with
respect
to
Investor
Class
shares.
In
addition
to
paying
fees
under
the
Rule
12b-1
plan,
the
Fund
may
pay
service
fees
to
financial
intermediaries
for
administration,
recordkeeping
and
other
shareholder
services
associated
with
shareholders
whose
shares
are
held
of
record
in
omnibus
accounts,
other
group
accounts
or
accounts
traded
through
registered
securities
clearing
agents.
If
the
Fund
pays
shareholder
service
fees
on
an
ongoing
basis,
over
time
these
fees
will
increase
the
cost
of
your
investment.
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
4.
Expense
Reimbursements
and
Fees
Waived
The
Adviser
has
contractually
agreed
to
waive
its
fee
and/or
reimburse
Fund
expenses
to
limit
Total
Annual
Fund
Operating
Expenses
After
Fee
Waiver
and/or
Expense
Reimbursement
(excluding
all
taxes,
interest,
acquired
fund
fees
and
expenses,
dividends
on
short
sales,
brokerage
costs,
and
extraordinary
expenses
)
to
0.99%
and
1.24%,
of
the
Institutional
Class
and
Investor
Class,
respectively
,
through
at
least
January
1,
2025.
The
contractual
waivers
may
be
changed
or
eliminated
at
any
time
with
consent
of
the
Board.
During
the
period
ended
February
29,
2024,
fees
waived
were
$66,728.
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
of
a
class
(after
the
recoupment
has
been
taken
into
account)
to
exceed
the
lesser
of
(i)
the
then-current
expense
cap,
and
(ii)
the
expense
cap
in
place
at
the
time
the
fees/
expenses
were
waived/reimbursed.
As
of
February
29,
2024,
$436,001
is
subject
to
recapture
by
the
Adviser
.
Note
5.
Security
Transactions
Investment
transactions
for
the
period
ended
February
29,
2024
excluding
U.S.
Government
and
Agency
securities
and
short-term
investments,
were
as
follows:
Investment
transactions
in
U.S.
Government
and
Agency
securities
for
the
period
ended
February
29,
2024,
were
as
follows:
Non-U.S.
Government
Obligations
Purchases
Sales
$
-‌
$
1,000,000‌
16
MAI
Managed
Volatility
Fund
NOTES
TO
FINANCIAL
STATEMENTS
February
29,
2024
Note
6.
Summary
of
Derivative
Activity
The
Fund
may
invest
in
certain
derivatives,
as
detailed
below,
to
meet
its
investment
objective.
The
Fund's
use
of
derivative
instruments
involves
risks
different
from,
or
possibly
greater
than,
the
risks
associated
with
investing
directly
in
securities
and
other
traditional
investments.
Derivatives
are
subject
to
a
number
of
risks,
such
as
liquidity
risk,
interest
rate
risk,
market
risk,
credit
risk
and
management
risk.
They
also
involve
the
risk
of
mispricing
or
improper
valuation
and
the
risk
that
changes
in
the
value
of
the
derivative
may
not
correlate
perfectly
with
the
underlying
asset,
rate
or
index.
In
some
cases,
the
Fund
could
lose
more
than
the
principal
amount
invested
by
investing
in
a
derivative
instrument.
Also,
suitable
derivative
transactions
may
not
be
available
in
all
circumstances
and
there
can
be
no
assurance
that
the
Fund
will
engage
in
these
transactions
to
reduce
exposure
to
other
risks
when
doing
so
would
be
beneficial.
The
Fund
may
also
utilize
certain
derivative
instruments
and
investment
techniques
for
risk
management
or
hedging
purposes.
There
is
no
assurance
that
such
risk
management
and
hedging
strategies
will
be
successful,
as
such
success
will
depend
on,
among
other
factors,
the
Adviser's
ability
to
predict
the
future
correlation,
if
any,
between
the
performance
of
the
instruments
utilized
for
hedging
purposes
and
the
performance
of
the
investments
being
hedged.
The
following
provides
more
information
on
specific
types
of
derivatives
and
activity
in
the
Fund:
The
use
of
derivative
instruments
by
the
Fund
for
the
period
ended
February
29,
2024
related
to
the
use
of
written
call
and
put
options.
The
options
in
which
the
Fund
transacts
are
designed
to
generate
gains
and
provide
downside
protection
in
falling
markets.
When
dividends
and
interest
income
from
the
Fund's
portfolio
are
coupled
with
the
premium
generated
from
the
option
writing
activity,
the
Adviser
believes
the
Fund
can
pursue
its
objective
with
less
downside
deviation
than
traditional
equity
investment
strategies
by,
in
effect,
managing
volatility.
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
the
period
ended
February
29,
2024,
for
any
derivative
type
that
was
held
during
the
period
is
as
follows:
Following
is
a
summary
of
the
effect
of
derivatives
on
the
Statement
of
Assets
and
Liabilities
as
of
February
29,
2024
:
Realized
and
unrealized
gains
and
losses
on
derivatives
contracts
during
the
period
ended
February
29,
2024
by
the
Fund
are
recorded
in
the
following
locations
on
the
Statement
of
Operations:
U.S.
Government
Obligations
Purchases
Sales
$
-‌
$
31,500,000‌
Purchased
Options
$
8,263‌
Written
Options
(9,323,260‌)
Location:
Equity
Risk
Liability
derivatives:
Call
options
written
$
(5,453,630‌)
Put
options
written
(91,225‌)
Total
liability
derivatives
$
(5,544,855‌)
17
MAI
Managed
Volatility
Fund
NOTES
TO
FINANCIAL
STATEMENTS
February
29,
2024
Asset
(Liability)
amounts
shown
in
the
table
below
represent
amounts
for
derivative
related
investments
at
February
29,
2024.
These
amounts
may
be
collateralized
by
cash
or
financial
instruments.
Note
7.
Federal
Income
Tax
As
of
February
29,
2024,
the
cost
of
investments
for
federal
income
tax
purposes
is
substantially
the
same
as
for
financial
statement
purposes and
the
components
of
net
unrealized appreciation were
as
follows:
As
of
August
31,
2023,
distributable
earnings
(accumulated
loss)
on
a
tax
basis
were
as
follows:
The
difference
between
components
of
distributable
earnings
on
a
tax
basis
and
the
amounts
reflected
in
the
Statement
of
Assets
and
Liabilities
are
primarily
due
to
temporary
book/tax
differences
related
to
investments
in
real
estate
investment
trusts,
wash
sales,
straddles,
index
options
and
equity
return
of
capital.
Location:
Equity
Contracts
Net
realized
gain
(loss)
on:
Investments
$
(6,685‌)
Written
options
(809,322‌)
Total
net
realized
gain
(loss)
$
(816,007‌)
Net
change
in
unrealized
appreciation
(depreciation)
on:
Written
options
$
(1,473,319‌)
Total
net
change
in
unrealized
appreciation
(depreciation)
$
(1,473,319‌)
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**
$
(5,544,855)‌
$
5,544,855‌
$
-‌
$
-‌
*
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
$
56,022,350‌
Gross
Unrealized
Depreciation
(4,310,340‌)
Net
Unrealized
Appreciation
$
51,712,010‌
Undistributed
Ordinary
Income
$
2,259,482‌
Undistributed
Long-Term
Gain
1,540,252‌
Unrealized
Appreciation
40,106,316‌
Total
$
43,906,050‌
18
MAI
Managed
Volatility
Fund
NOTES
TO
FINANCIAL
STATEMENTS
February
29,
2024
Note
8.
Underlying
Investments
in
Other
Pooled
Investment
Vehicles
The
performance
of
the
Fund
may
be
directly
affected
by
the
performance
of
the
First
American
Government
Obligations
Fund,
Class
X
Shares.
As
of
February
29,
2024,
the
percentage
of
net
assets
invested
in
the
First
American
Government
Obligations
Fund,
Class
X
Shares
was
32.9%.
The
latest
financial
statements
for
the
First
American
Government
Obligations
Fund,
Class
X
Shares
can
be
found
at
www.sec.gov.
Note
9.
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.
19
MAI
Managed
Volatility
Fund
ADDITIONAL
INFORMATION
February
29,
2024
Investment
Advisory
Agreement
Approval
At
the
September
14,
2023
Board
meeting,
the
Board,
including
the
Independent
Trustees,
considered
the
approval
of
the
continuance
of
the
investment
advisory
agreement
between
the
Adviser
and
the
Trust
pertaining
to
the
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:
(i)
the
nature,
extent
and
quality
of
the
services
provided
to
the
Fund
by
the
Adviser,
including
information
on
the
investment
performance
of
the
Fund;
(ii)
the
costs
of
the
services
provided
and
profitability
to
the
Adviser
of
its
relationship
with
the
Fund;
(iii)
the
advisory
fee
and
total
expense
ratio
of
the
Fund
compared
to
those
of
a
relevant
peer
group
of
funds;
(iv)
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
(v)
other
benefits
received
by
the
Adviser
from
its
relationship
with
the
Fund.
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
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
representation
that
the
firm
is
in
stable
financial
condition
and
that
the
firm
has
the
operational
capability,
the
necessary
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,
the
Board
concluded
that,
overall,
it
was
satisfied
with
the
nature,
extent
and
quality
of
services
to
be
provided
to
the
Fund
under
the
Advisory
Agreement.
Performance
In
connection
with
a
presentation
by
the
Adviser
regarding
its
approach
to
managing
the
Fund,
the
Board
reviewed
the
performance
of
the
Fund
compared
to
its
primary
benchmark
index.
The
Board
observed
that
the
Fund
underperformed
the
S&P
500
Index,
the
primary
benchmark
index
for
the
Fund,
for
the
one-,
three-,
five-,
and
10-year
periods
ended
June
30,
2023
and
for
the
period
since
the
Fund's
inception
on
September
23,
2010.
The
Board
noted
the
Adviser's
representation
that
there
were
limitations
inherent
in
a
direct
comparison
of
the
Fund's
performance
to
that
of
a
broad-based
securities
market
index,
and
that,
in
contrast
to
the
index,
the
Fund's
unique
investment
strategy
resulted
in
less
net
equity
exposure,
a
more
concentrated
portfolio
of
investments,
and
a
divergence
in
sector
weightings.
The
Board
noted
the
Adviser's
representation
that
the
Fund
focused
on
large
capitalization,
total
return-oriented
stocks
and
a
target
equity
weighting
of
only
45%
to
55%
of
the
20
MAI
Managed
Volatility
Fund
ADDITIONAL
INFORMATION
February
29,
2024
Fund's
total
assets,
which
limited
the
Fund's
ability
to
fully
participate
in
rising
stock
markets,
such
as
the
market
environment
experienced
over
the
past
several
years.
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
potentially
similar
to
the
Fund,
noting
that,
based
on
the
information
provided
by
Strategic
Insight,
the
Fund
underperformed
the
average
of
its
Strategic
Insight
peer
group
(the
"Peers")
for
the
one-year
period
ended
June
30,
2023,
and
outperformed
the
average
of
the
Peers
for
the
three-,
five-,
and
10-year
periods
ended
June
30,
2023.
The
Board
noted
that
the
Adviser
seeks
to
achieve
the
Fund's
investment
objective
of
income
and
long-term
capital
appreciation
in
part
through
strong
relative
performance
in
down
markets
by
generating
option
and
dividend
income,
which
is
designed
to
mitigate
loss
of
principal
and
may
result
in
performance
deviations
relative
to
the
S&P
500
Index
and
the
Peers.
At
the
request
of
the
Adviser,
the
Board
also
considered
the
Fund's
performance
relative
to
the
Morningstar
Options-Trading
Category
(the
"Category"),
which
the
Adviser
also
believed
to
be
a
relevant
comparison
to
the
Fund's
investment
strategy.
The
Board
observed,
generally,
that
the
performance
of
the
Fund
more
closely
resembled
that
of
the
Category
than
the
performance
of
the
S&P
500
Index
or
Peers
and,
specifically,
that
the
Fund
underperformed
the
Category
for
the
one-
year
period
ended
June
30,
2023,
and
outperformed
the
Category
for
the
three-
and
five-year
periods
ended
June
30,
2023.
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
actual
advisory
fee
rates
and
actual
total
expense
ratios
of
the
Fund
compared
to
its
Peers.
The
Board
observed
that
each
of
the
actual
advisory
fee
rate
and
actual
total
expenses
for
the
Fund
were
lower
than
the
median
of
the
Peers.
The
Board
noted
that
the
Adviser
had
contractually
agreed
to
waive
its
advisory
fee
and
reimburse
Fund
expenses
as
necessary
to
keep
the
overall
expense
ratios
for
each
of
the
Fund's
share
classes
at
levels
that
the
Adviser
believes
are
advantageous
to
asset
accumulation.
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
considered
information
provided
by
the
Adviser
regarding
the
costs
of
services
and
its
profitability
with
respect
to
the
Fund.
In
this
regard,
the
Board
considered
the
Adviser's
resources
devoted
to
the
Fund,
as
well
as
the
Adviser's
discussion
of
costs
and
profitability
of
its
mutual
fund
operations.
The
Board
noted
the
Adviser'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
Adviser
indicating
its
profitability
and
expenses
from
overall
operations
and
the
Adviser's
representation
that
the
Fund
required
significantly
more
attention
and
resources
than
the
other
accounts
managed
by
the
Adviser,
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,
giving
effect
to
the
contractual
expense
cap.
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
relatively
low
asset
level,
the
Adviser
was
not
proposing
breakpoints
in
the
advisory
fee
at
this
time.
21
MAI
Managed
Volatility
Fund
ADDITIONAL
INFORMATION
February
29,
2024
Based
on
the
foregoing
and
other
applicable
considerations,
including
the
size
of
the
Fund,
the
Board
concluded
that
any
existing
economies
of
scale
were
addressed
in
the
Fund's
expense
cap
structure
and
that
the
information
presented
was
consistent
with
the
renewal
of
the
Advisory
Agreement
at
current
fee
levels.
Other
Benefits
The
Board
noted
the
Adviser's
representation
that,
aside
from
its
contractual
advisory
fees,
it
does
not
benefit
in
a
material
way
from
its
relationship
with
the
Fund.
Based
on
the
foregoing
representation,
the
Board
concluded
that
other
benefits
received
by
the
Adviser
from
its
relationship
with
the
Fund
were
not
a
material
factor
to
consider
in
approving
the
continuation
of
the
Advisory
Agreement.
Conclusion
The
Board
did
not
identify
any
single
factor
as
being
of
paramount
importance,
and
different
Trustees
may
have
given
different
weight
to
different
factors.
The
Board
reviewed
a
memorandum
from
Fund
counsel
discussing
the
legal
standards
applicable
to
its
consideration
of
the
Advisory
Agreement.
Based
on
its
review,
including
consideration
of
each
of
the
factors
referenced
above,
the
Board
determined,
in
the
exercise
of
its
reasonable
business
judgment,
that
the
advisory
arrangement,
as
outlined
in
the
Advisory
Agreement,
was
fair
and
reasonable
in
light
of
the
services
performed
or
to
be
performed,
expenses
incurred
or
to
be
incurred
and
such
other
matters
as
the
Board
considered
relevant.
Liquidity
Risk
Management
Program
The
Fund
have
adopted
and
implemented
a
written
liquidity
risk
management
program,
as
required
by
Rule
22e-4
(the
"Liquidity
Rule")
under
the
Investment
Company
Act
of
1940,
as
amended.
The
liquidity
risk
management
program
is
reasonably
designed
to
assess
and
manage
the
Fund's
liquidity
risk,
taking
into
consideration,
among
other
factors,
the
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
a
Liquidity
Committee
as
the
administrator
of
the
liquidity
risk
management
program
(the
"Program
Administrator").
The
Program
Administrator
is
responsible
for
the
administration
and
oversight
of
the
program
and
for
reporting
to
the
Board
on
at
least
an
annual
basis
regarding,
among
other
things,
the
program's
operation,
adequacy,
and
effectiveness.
The
Program
Administrator
assessed
the
Fund's
liquidity
risk
profile
based
on
information
gathered
for
the
period
July
1,
2022
through
June
30,
2023
in
order
to
prepare
a
written
report
to
the
Board
for
review
at
its
meeting
held
on
September
14,
2023.
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.
22
MAI
Managed
Volatility
Fund
ADDITIONAL
INFORMATION
February
29,
2024
Proxy
Voting
Information
A
description
of
the
policies
and
procedures
that
the
Fund
uses
to
determine
how
to
vote
proxies
relating
to
securities
held
in
the
Fund's
portfolio
is
available,
without
charge
and
upon
request,
by
calling
(877)
414-7884
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
(877)
414-7884
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
ongoing
costs,
including
management
fees,
distribution
(12b-
1)
fees
and
other
Fund
expenses.
This
example
is
intended
to
help
you
understand
your
ongoing
costs
(in
dollars)
of
investing
in
the
Fund
and
to
compare
these
costs
with
the
ongoing
costs
of
investing
in
other
mutual
funds.
The
example
is
based
on
an
investment
of
$1,000
invested
at
the
beginning
of
the
period
and
held
for
the
entire
period
from
September
1,
2023
through
February
29,
2024.
Actual
Expenses
-
The
first
line
under
each
share
class
of
the
table
below
provides
information
about
actual
account
values
and
actual
expenses.
You
may
use
the
information
in
this
line,
together
with
the
amount
you
invested,
to
estimate
the
expenses
that
you
paid
over
the
period.
Simply
divide
your
account
value
by
$1,000
(for
example,
an
$8,600
account
value
divided
by
$1,000
=
8.6),
then
multiply
the
result
by
the
number
in
the
first
line
under
the
heading
entitled
"Expenses
Paid
During
Period"
to
estimate
the
expenses
you
paid
on
your
account
during
the
period.
Hypothetical
Example
for
Comparison
Purposes
-
The
second
line
under
each
share
class
of
the
table
below
provides
information
about
hypothetical
account
values
and
hypothetical
expenses
based
on
the
Fund's
actual
expense
ratio
and
an
assumed
rate
of
return
of
5%
per
year
before
expenses,
which
is
not
the
Fund's
actual
return.
The
hypothetical
account
values
and
expenses
may
not
be
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.
23
MAI
Managed
Volatility
Fund
ADDITIONAL
INFORMATION
February
29,
2024
Beginning
Account
Value
September
1,
2023
Ending
Account
Value
February
29,
2024
Expenses
Paid
During
Period*
Annualized
Expense
Ratio*
Institutional
Shares
Actual
$
1,000.00
$
1,051.55
$
5.05
0.99%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,019.94
$
4.97
0.99%
Investor
Shares
Actual
$
1,000.00
$
1,050.42
$
6.32
1.24%
Hypothetical
(5%
return
before
expenses)
$
1,000.00
$
1,018.70
$
6.22
1.24%
*
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
(182)
divided
by
366
to
reflect
the
half-year
period.
MAI
Managed
Volatility
Fund
Investor
Class
(DIVPX)
Institutional
Class
(MAIPX)
INVESTMENT
ADVISER
MAI
Capital
Management,
LLC
6050
Oak
Tree
Blvd,
Suite
500
Independence,
OH
44131
TRANSFER
AGENT
Apex
Fund
Services
P.O.
Box
588
Portland,
ME
04112
www.apexgroup.com
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.
244-SAR-0224
ITEM 2. CODE OF ETHICS.
Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable
ITEM 6. INVESTMENTS.
(a)Included as part of report to shareholders under Item 1.
(b)Not applicable.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant does not accept nominees to the board of trustees from shareholders.
ITEM 11. CONTROLS AND PROCEDURES
(a) The Registrant's Principal Executive Officer and Principal Financial Officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the "Act")) are effective, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as of a date within 90 days of the filing date of this report.
(b) There were no changes in the Registrant's internal control over financial reporting (as defined in
Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.
ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
ITEM 13. EXHIBITS.
(a)(1) Not applicable.
(a)(2) Certifications pursuant to Rule 30a-2(a) of the Act, and Section 302 of the Sarbanes-Oxley Act of 2002.
(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.

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:
May 2, 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:
May 2, 2024
By:
/s/ Karen Shaw
Karen Shaw, Principal Financial Officer
Date:
May 2, 2024