Forum Funds

04/24/2025 | Press release | Distributed by Public on 04/24/2025 13:36

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

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, 2024 - February 28, 2025

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.

MAI Managed Volatility Fund

Semi-Annual Shareholder Report - February 28, 2025

MAIPX

: Institutional Class

Fund Overview

This semi-annual shareholder report contains important information about the MAI Managed Volatility Fund for the period of September 1, 2024, to February 28, 2025. You can find additional information about the Fund at http://www.maifunds.com/. You can also request this information by contacting us at (877) 414-7884.

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

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Institutional Class
$61
1.21%

How did the Fund perform in the last six months?

Over the six-month period ending February 28, 2025, the Fund's Institutional Class (MAIPX) returned 4.64%. Over the same period, the S&P 500 Index returned 6.11%. The index started the period with a sharp pullback, then gyrated between strong advances and pullbacks. In December, less than two weeks after posting its lowest close for the period, the CBOE Volatility Index (VIX Index) posted one of its sharpest spikes in history.

The Fund's limited equity exposure coupled with its active approach to risk management and option writing limited its participation in these pullbacks while capturing approximately 75% of the market gain for the period.

We believe the Fund's ability to generate returns through non-directional investments (Interest, Dividends, Option Writing) aid in its ability to generate returns commensurate with investor expectations.

1CBOE Volatility Index (VIX Index)The VIX Index is a calculation designed to produce a measure of constant, 30-day expected volatility of the U.S. stock market, derived from real-time, mid-quote prices of S&P 500 Index (SPX℠) call and put options.

Total Return Based on a $50,000 Investment

Date
Institutional Class
S&P 500® Index
02/28/15
$50,000
$50,000
05/31/15
$50,476
$50,320
08/31/15
$48,451
$47,340
11/30/15
$49,657
$50,212
02/29/16
$48,188
$46,905
05/31/16
$50,022
$51,184
08/31/16
$51,190
$53,283
11/30/16
$51,317
$54,259
02/28/17
$52,992
$58,619
05/31/17
$53,512
$60,125
08/31/17
$54,363
$61,933
11/30/17
$56,034
$66,669
02/28/18
$56,211
$68,643
05/31/18
$56,968
$68,773
08/31/18
$59,267
$74,110
11/30/18
$58,624
$70,853
02/28/19
$58,551
$71,856
05/31/19
$58,927
$71,374
08/31/19
$61,240
$76,275
11/30/19
$63,254
$82,267
02/29/20
$59,914
$77,743
05/31/20
$60,157
$80,537
08/31/20
$62,722
$93,007
11/30/20
$65,606
$96,628
02/28/21
$67,034
$102,069
05/31/21
$70,378
$113,009
08/31/21
$72,206
$121,994
11/30/21
$73,460
$123,607
02/28/22
$72,990
$118,797
05/31/22
$71,841
$112,670
08/31/22
$71,129
$108,297
11/30/22
$73,236
$112,223
02/28/23
$73,138
$109,660
05/31/23
$75,515
$115,962
08/31/23
$77,021
$125,564
11/30/23
$78,963
$127,754
02/29/24
$80,992
$143,054
05/31/24
$82,218
$148,648
08/31/24
$84,463
$159,637
11/30/24
$86,857
$171,051
02/28/25
$88,384
$169,384

The above chart represents historical performance of a hypothetical $50,000 investment over the past 10 years.

Average Annual Total Returns

One Year
Five Year
Ten Year
Institutional Class
9.13%
8.09%
5.86%
S&P 500®Index
18.41%
16.85%
12.98%

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

Fund Statistics

Total Net Assets
$214,064,960
# of Portfolio Holdings
82
Portfolio Turnover Rate
10%
Investment Advisory Fees (Net of fees waived)
$778,533

Sector Weightings

(% total investments)

Value
Value
Written Options
(0.5)%
Materials
0.3%
Real Estate
0.8%
Utilities
1.2%
Energy
2.3%
Industrials
3.4%
Consumer Staples
3.7%
Consumer Discretionary
4.9%
Communication Services
6.6%
Health Care
6.9%
Financials
9.7%
Information Technology
18.4%
Money Market Fund
15.2%
U.S. Government & Agency Obligations
27.1%

Top Ten Holdings

(% total net assets)*

Apple, Inc.
4.62%
Microsoft Corp.
3.66%
Visa, Inc., Class A
2.42%
Alphabet, Inc., Class A
2.28%
Meta Platforms, Inc., Class A
2.28%
Broadcom, Inc.
2.22%
Amazon.com, Inc.
2.22%
Oracle Corp.
1.91%
The Home Depot, Inc.
1.85%
JPMorgan Chase & Co.
1.59%

*Excludes cash equivalents, such as money market fund and government securities, including that portion of cash equivalents held as collateral.

Asset Class Weightings

(% total net assets)

Common Stock
57.5%
U.S. Government & Agency Obligations
26.8%
Warrants
0.0%
Money Market Fund
15.0%
Written Options
(0.5)%

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 http://www.maifunds.com/.

MAI Managed Volatility Fund

Institutional Class

Semi-Annual Shareholder Report - February 28, 2025

244S-MAIPX-25

MAI Managed Volatility Fund

Semi-Annual Shareholder Report - February 28, 2025

DIVPX

: Investor Class

Fund Overview

This semi-annual shareholder report contains important information about the MAI Managed Volatility Fund for the period of September 1, 2024, to February 28, 2025. You can find additional information about the Fund at http://www.maifunds.com/. You can also request this information by contacting us at (877) 414-7884.

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

(based on a hypothetical $10,000 investment)

Class Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Investor Class
$74
1.46%

How did the Fund perform in the last six months?

Over the six-month period ending February 28, 2025, the Fund's Investor Class (DIVPX) returned 4.54%. Over the same period, the S&P 500 Index returned 6.11%. The index started the period with a sharp pullback, then gyrated between strong advances and pullbacks. In December, less than two weeks after posting its lowest close for the period, the CBOE Volatility Index (VIX Index) posted one of its sharpest spikes in history.

The Fund's limited equity exposure coupled with its active approach to risk management and option writing limited its participation in these pullbacks while capturing approximately 75% of the market gain for the period.

We believe the Fund's ability to generate returns through non-directional investments (Interest, Dividends, Option Writing) aid in its ability to generate returns commensurate with investor expectations.

1CBOE Volatility Index (VIX Index)The VIX Index is a calculation designed to produce a measure of constant, 30-day expected volatility of the U.S. stock market, derived from real-time, mid-quote prices of S&P 500 Index (SPX℠) call and put options.

Total Return Based on a $10,000 Investment

Date
Investor Class
S&P 500® Index
02/28/15
$10,000
$10,000
05/31/15
$10,092
$10,064
08/31/15
$9,674
$9,468
11/30/15
$9,910
$10,042
02/29/16
$9,612
$9,381
05/31/16
$9,973
$10,237
08/31/16
$10,202
$10,657
11/30/16
$10,221
$10,852
02/28/17
$10,545
$11,724
05/31/17
$10,650
$12,025
08/31/17
$10,803
$12,387
11/30/17
$11,137
$13,334
02/28/18
$11,163
$13,729
05/31/18
$11,298
$13,755
08/31/18
$11,745
$14,822
11/30/18
$11,619
$14,171
02/28/19
$11,590
$14,371
05/31/19
$11,653
$14,275
08/31/19
$12,105
$15,255
11/30/19
$12,498
$16,453
02/29/20
$11,827
$15,549
05/31/20
$11,877
$16,107
08/31/20
$12,374
$18,601
11/30/20
$12,931
$19,326
02/28/21
$13,200
$20,414
05/31/21
$13,856
$22,602
08/31/21
$14,204
$24,399
11/30/21
$14,443
$24,721
02/28/22
$14,344
$23,759
05/31/22
$14,105
$22,534
08/31/22
$13,956
$21,659
11/30/22
$14,364
$22,445
02/28/23
$14,340
$21,932
05/31/23
$14,789
$23,192
08/31/23
$15,076
$25,113
11/30/23
$15,439
$25,551
02/29/24
$15,836
$28,611
05/31/24
$16,063
$29,730
08/31/24
$16,493
$31,927
11/30/24
$16,946
$34,210
02/28/25
$17,242
$33,877

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
Investor Class
8.88%
7.83%
5.60%
S&P 500®Index
18.41%
16.85%
12.98%

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

Fund Statistics

Total Net Assets
$214,064,960
# of Portfolio Holdings
82
Portfolio Turnover Rate
10%
Investment Advisory Fees (Net of fees waived)
$778,533

Sector Weightings

(% total investments)

Value
Value
Written Options
(0.5)%
Materials
0.3%
Real Estate
0.8%
Utilities
1.2%
Energy
2.3%
Industrials
3.4%
Consumer Staples
3.7%
Consumer Discretionary
4.9%
Communication Services
6.6%
Health Care
6.9%
Financials
9.7%
Information Technology
18.4%
Money Market Fund
15.2%
U.S. Government & Agency Obligations
27.1%

Top Ten Holdings

(% total net assets)*

Apple, Inc.
4.62%
Microsoft Corp.
3.66%
Visa, Inc., Class A
2.42%
Alphabet, Inc., Class A
2.28%
Meta Platforms, Inc., Class A
2.28%
Broadcom, Inc.
2.22%
Amazon.com, Inc.
2.22%
Oracle Corp.
1.91%
The Home Depot, Inc.
1.85%
JPMorgan Chase & Co.
1.59%

*Excludes cash equivalents, such as money market fund and government securities, including that portion of cash equivalents held as collateral.

Asset Class Weightings

(% total net assets)

Common Stock
57.5%
U.S. Government & Agency Obligations
26.8%
Warrants
0.0%
Money Market Fund
15.0%
Written Options
(0.5)%

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 http://www.maifunds.com/.

MAI Managed Volatility Fund

Investor Class

Semi-Annual Shareholder Report - February 28, 2025

244S-DIVPX-25

(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
February
28,
2025
(Unaudited)
MAI
Managed
Volatility
Fund
Managed
By
MAI
Capital
Management,
LLC
TABLE
OF
CONTENTS
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
6
Statement
of
Operations
7
Statements
of
Changes
in
Net
Assets
8
Financial
Highlights
9
Notes
to
Financial
Statements
11
Other
Information
18
MAI
Managed
Volatility
Fund
SCHEDULE
OF
INVESTMENTS
February
28,
2025
1
See
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Common
Stock
-
57.5%
Communication
Services
-
6.5%
28,660‌
Alphabet,
Inc.,
Class A
(a)
$
4,880,225‌
34,293‌
AT&T,
Inc.
939,971‌
32,172‌
Comcast
Corp.,
Class A
1,154,331‌
7,289‌
Meta
Platforms,
Inc.,
Class A
4,870,510‌
10,041‌
The
Walt
Disney
Co.
1,142,666‌
17,941‌
Verizon
Communications,
Inc.
773,257‌
8,296‌
Warner
Bros
Discovery,
Inc.
(b)
95,072‌
13,856,032‌
Consumer
Discretionary
-
4.9%
22,360‌
Amazon.com,
Inc.
(a)(b)
4,746,581‌
2,814‌
McDonald's
Corp.
867,641‌
10,544‌
NIKE,
Inc.,
Class B
837,510‌
10,011‌
The
Home
Depot,
Inc.
(a)
3,970,362‌
10,422,094‌
Consumer
Staples
-
3.6%
11,233‌
Altria
Group,
Inc.
627,363‌
5,660‌
Anheuser-Busch
InBev
SA/NV,
ADR
338,694‌
1,270‌
Costco
Wholesale
Corp.
1,331,735‌
5,376‌
Diageo
PLC,
ADR
585,016‌
15,152‌
Mondelez
International,
Inc.,
Class A
973,213‌
9,224‌
PepsiCo.,
Inc.
(a)
1,415,607‌
4,882‌
The
Procter
&
Gamble
Co.
848,687‌
17,265‌
Walmart,
Inc.
1,702,502‌
7,822,817‌
Energy
-
2.2%
4,159‌
Chevron
Corp.
659,701‌
4,761‌
EOG
Resources,
Inc.
604,361‌
7,329‌
Exxon
Mobil
Corp.
815,938‌
48,133‌
Kinder
Morgan,
Inc.
1,304,404‌
5,807‌
Marathon
Petroleum
Corp.
872,095‌
3,323‌
Occidental
Petroleum
Corp.
162,295‌
8,894‌
Schlumberger
NV
370,524‌
4,789,318‌
Financials
-
9.6%
52,675‌
Bank
of
America
Corp.
(a)
2,428,317‌
4,184‌
Berkshire
Hathaway,
Inc.,
Class B
(b)
2,149,865‌
7,060‌
Chubb,
Ltd.
2,015,489‌
11,965‌
Citigroup,
Inc.
956,602‌
12,857‌
JPMorgan
Chase
&
Co.
3,402,605‌
14,790‌
MetLife,
Inc.
1,274,602‌
12,732‌
The
Charles
Schwab
Corp.
1,012,576‌
13,795‌
U.S.
Bancorp
646,986‌
14,260‌
Visa,
Inc.,
Class A
(a)
5,172,245‌
19,495‌
Wells
Fargo
&
Co.
1,526,848‌
20,586,135‌
Health
Care
-
6.8%
15,837‌
Abbott
Laboratories
(a)
2,185,664‌
9,442‌
AbbVie,
Inc.
1,973,661‌
7,031‌
Amgen,
Inc.
2,165,970‌
11,136‌
Bristol-Myers
Squibb
Co.
663,928‌
9,531‌
CVS
Health
Corp.
626,377‌
9,690‌
Johnson
&
Johnson
(a)
1,599,044‌
10,745‌
Medtronic
PLC
988,755‌
6,765‌
Merck
&
Co.,
Inc.
624,071‌
676‌
Organon
&
Co.
10,079‌
20,839‌
Pfizer,
Inc.
550,775‌
6,703‌
UnitedHealth
Group,
Inc.
(a)
3,183,657‌
MAI
Managed
Volatility
Fund
SCHEDULE
OF
INVESTMENTS
February
28,
2025
2
See
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Health
Care
-
6.8%
(continued)
2,585‌
Viatris,
Inc.
$
23,860‌
14,595,841‌
Industrials
-
3.4%
5,392‌
Carrier
Global
Corp.
349,402‌
9,007‌
Honeywell
International,
Inc.
1,917,500‌
2,696‌
Otis
Worldwide
Corp.
269,007‌
14,637‌
RTX
Corp.
1,946,575‌
3,529‌
The
Boeing
Co.
(b)
616,269‌
4,919‌
Union
Pacific
Corp.
1,213,468‌
7,679‌
United
Parcel
Service,
Inc.,
Class B
914,031‌
7,226,252‌
Information
Technology
-
18.2%
12,466‌
Advanced
Micro
Devices,
Inc.
(b)
1,244,855‌
40,860‌
Apple,
Inc.
(a)
9,881,582‌
23,870‌
Broadcom,
Inc.
4,760,394‌
27,517‌
Cisco
Systems,
Inc.
1,764,115‌
4,805‌
Fortinet,
Inc.
(b)
518,988‌
15,389‌
Intel
Corp.
365,181‌
2,669‌
Intuit,
Inc.
1,638,339‌
19,736‌
Microsoft
Corp.
7,834,995‌
20,240‌
NVIDIA
Corp.
2,528,381‌
24,562‌
Oracle
Corp.
4,078,766‌
12,656‌
QUALCOMM,
Inc.
1,989,143‌
2,444‌
ServiceNow,
Inc.
(b)
2,272,333‌
38,877,072‌
Materials
-
0.3%
2,318‌
Air
Products
and
Chemicals,
Inc.
732,836‌
Real
Estate
-
0.8%
4,439‌
American
Tower
Corp.
REIT
912,747‌
25,155‌
Weyerhaeuser
Co.
REIT
757,166‌
1,669,913‌
Utilities
-
1.2%
37,380‌
NextEra
Energy,
Inc.
(a)
2,622,955‌
Total
Common
Stock
(Cost
$53,502,265)
123,201,265‌
Principal
Security
Description
Rate
Maturity
Value
U.S.
Government
&
Agency
Obligations
-
26.8%
U.S.
Treasury
Securities
-
26.8%
$
2,000,000‌
U.S.
Treasury
Bill
(c)
5.08‌%
06/12/25
1,976,546‌
10,000,000‌
U.S.
Treasury
Bill
(a)
(c)
3.96‌
09/04/25
9,789,434‌
7,500,000‌
U.S.
Treasury
Note/Bond
3.88‌
04/30/25
7,494,223‌
7,500,000‌
U.S.
Treasury
Note/Bond
4.63‌
06/30/25
7,508,621‌
3,000,000‌
U.S.
Treasury
Note/Bond
(a)
4.25‌
10/15/25
3,000,328‌
10,000,000‌
U.S.
Treasury
Note/Bond
4.88‌
04/30/26
10,087,109‌
7,500,000‌
U.S.
Treasury
Note/Bond
(a)
4.13‌
10/31/26
7,512,891‌
5,000,000‌
U.S.
Treasury
Note/Bond
(a)
4.25‌
11/30/26
5,019,726‌
5,000,000‌
U.S.
Treasury
Note/Bond
(a)
4.00‌
12/15/27
5,004,883‌
57,393,761‌
Total
U.S.
Government
&
Agency
Obligations
(Cost
$57,155,743)
57,393,761‌
Shares
Security
Description
Exercise
Price
Exp.
Date
Value
Warrants
-
0.0%
415‌
Occidental
Petroleum
Corp.
(b)
(Cost
$0)
$
22.00‌
08/03/27
11,168‌
MAI
Managed
Volatility
Fund
SCHEDULE
OF
INVESTMENTS
February
28,
2025
3
See
Notes
to
Financial
Statements.
Shares
Security
Description
Value
Money
Market
Fund
-
15.0%
32,009,893‌
First
American
Government
Obligations
Fund,
Class X,
4.29%
(d)
(Cost
$32,009,894)
$
32,009,893‌
Investments,
at
value
-
99.3%
(Cost
$142,667,902)
$
212,616,087‌
Total
Written
Options
-
(0.5)%
(Premiums
Received
$(1,874,907))
(1,022,428‌)
Other
Assets
&
Liabilities,
Net
-
1.2%
2,471,301‌
Net
Assets
-
100.0%
$
214,064,960‌
MAI
Managed
Volatility
Fund
SCHEDULE
OF
CALL
AND
PUT
OPTIONS
WRITTEN
February
28,
2025
4
See
Notes
to
Financial
Statements.
Contracts
Security
Description
Strike
Price
Exp.
Date
Notional
Contract
Value
Value
Written
Options
-
(0.5)%
Call
Options
Written
-
(0.4)%
(10‌)
CBOE
S&P
500
INDEX
$
6,100.00‌
03/25
$
5,949,440‌
$
(27,900‌)
(10‌)
CBOE
S&P
500
INDEX
6,015.00‌
04/25
5,949,440‌
(77,500‌)
(10‌)
CBOE
S&P
500
INDEX
6,000.00‌
03/25
5,949,440‌
(33,050‌)
(5‌)
CBOE
S&P
500
INDEX
6,125.00‌
03/25
2,974,720‌
(5,575‌)
(10‌)
CBOE
S&P
500
INDEX
5,960.00‌
03/25
5,949,440‌
(74,450‌)
(10‌)
CBOE
S&P
500
INDEX
6,015.00‌
03/25
5,949,440‌
(62,300‌)
(5‌)
CBOE
S&P
500
INDEX
6,050.00‌
04/25
2,974,720‌
(30,300‌)
(10‌)
CBOE
S&P
500
INDEX
6,200.00‌
04/25
5,949,440‌
(19,600‌)
(5‌)
CBOE
S&P
500
INDEX
6,150.00‌
04/25
2,974,720‌
(15,975‌)
(5‌)
CBOE
S&P
500
INDEX
6,100.00‌
04/25
2,974,720‌
(15,625‌)
(5‌)
CBOE
S&P
500
INDEX
6,075.00‌
04/25
2,974,720‌
(29,550‌)
(5‌)
CBOE
S&P
500
INDEX
6,250.00‌
04/25
2,974,720‌
(8,500‌)
(10‌)
CBOE
S&P
500
INDEX
6,175.00‌
04/25
5,949,440‌
(33,700‌)
(5‌)
CBOE
S&P
500
INDEX
6,150.00‌
04/25
2,974,720‌
(20,650‌)
(5‌)
CBOE
S&P
500
INDEX
6,140.00‌
04/25
2,974,720‌
(22,300‌)
(5‌)
CBOE
S&P
500
INDEX
6,130.00‌
04/25
2,974,720‌
(24,075‌)
(10‌)
CBOE
S&P
500
INDEX
6,250.00‌
04/25
5,949,440‌
(22,350‌)
(10‌)
CBOE
S&P
500
INDEX
6,100.00‌
04/25
5,949,440‌
(68,390‌)
(10‌)
CBOE
S&P
500
INDEX
6,040.00‌
04/25
5,949,440‌
(96,900‌)
(10‌)
CBOE
S&P
500
INDEX
6,225.00‌
05/25
5,949,440‌
(38,500‌)
Total
Call
Options
Written
(Premiums
Received
$(1,471,257))
(727,190‌)
Put
Options
Written
-
(0.1)%
(5‌)
CBOE
S&P
500
INDEX
5,500.00‌
03/25
2,750,000‌
(6,625‌)
(10‌)
CBOE
S&P
500
INDEX
5,450.00‌
03/25
5,450,000‌
(11,100‌)
(5‌)
CBOE
S&P
500
INDEX
5,675.00‌
03/25
2,837,500‌
(2,425‌)
(5‌)
CBOE
S&P
500
INDEX
5,575.00‌
03/25
2,787,500‌
(963‌)
(5‌)
CBOE
S&P
500
INDEX
5,725.00‌
03/25
2,862,500‌
(10,950‌)
(10‌)
CBOE
S&P
500
INDEX
5,500.00‌
03/25
5,500,000‌
(6,700‌)
(5‌)
CBOE
S&P
500
INDEX
5,475.00‌
04/25
2,737,500‌
(9,325‌)
(10‌)
CBOE
S&P
500
INDEX
5,350.00‌
04/25
5,350,000‌
(12,800‌)
(15‌)
CBOE
S&P
500
INDEX
5,550.00‌
04/25
8,325,000‌
(43,425‌)
(10‌)
CBOE
S&P
500
INDEX
5,500.00‌
04/25
5,500,000‌
(24,850‌)
(10‌)
CBOE
S&P
500
INDEX
5,700.00‌
04/25
5,700,000‌
(53,950‌)
(5‌)
CBOE
S&P
500
INDEX
5,600.00‌
04/25
2,800,000‌
(20,050‌)
(10‌)
CBOE
S&P
500
INDEX
5,500.00‌
04/25
5,500,000‌
(30,050‌)
(5‌)
CBOE
S&P
500
INDEX
5,575.00‌
04/25
2,787,500‌
(20,775‌)
(5‌)
CBOE
S&P
500
INDEX
5,500.00‌
04/25
2,750,000‌
(17,000‌)
(5‌)
CBOE
S&P
500
INDEX
5,425.00‌
04/25
2,712,500‌
(13,950‌)
(5‌)
CBOE
S&P
500
INDEX
5,300.00‌
04/25
2,650,000‌
(10,300‌)
Total
Put
Options
Written
(Premiums
Received
$(403,650))
(295,238‌)
Total
Written
Options
-
(0.5)%
(Premiums
Received
$(1,874,907))
$
(1,022,428‌)
MAI
Managed
Volatility
Fund
NOTES
TO
SCHEDULES
OF
INVESTMENTS
AND
CALL
AND
PUT
OPTIONS
WRITTEN
February
28,
2025
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
28,
2025.
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.
ADR
American
Depositary
Receipt
PLC
Public
Limited
Company
REIT
Real
Estate
Investment
Trust
(a)
All
or
a
portion
of
this
security
is
held
as
collateral
for
written
options.
(b)
Non-income
producing
security.
(c)
Zero
coupon
bond.
Interest
rate
presented
is
yield
to
maturity.
(d)
Dividend
yield
changes
daily
to
reflect
current
market
conditions.
Rate
was
the
quoted
yield
as
of
February
28,
2025.
Level
1
Level
2
Level
3
Total
Assets
Investments
at
Value
Common
Stock
Communication
Services
$
13,856,032‌
$
-‌
$
-‌
$
13,856,032‌
Consumer
Discretionary
10,422,094‌
-‌
-‌
10,422,094‌
Consumer
Staples
7,822,817‌
-‌
-‌
7,822,817‌
Energy
4,789,318‌
-‌
-‌
4,789,318‌
Financials
20,586,135‌
-‌
-‌
20,586,135‌
Health
Care
14,595,841‌
-‌
-‌
14,595,841‌
Industrials
7,226,252‌
-‌
-‌
7,226,252‌
Information
Technology
38,877,072‌
-‌
-‌
38,877,072‌
Materials
732,836‌
-‌
-‌
732,836‌
Real
Estate
1,669,913‌
-‌
-‌
1,669,913‌
Utilities
2,622,955‌
-‌
-‌
2,622,955‌
U.S.
Government
&
Agency
Obligations
-‌
57,393,761‌
-‌
57,393,761‌
Warrants
11,168‌
-‌
-‌
11,168‌
Money
Market
Fund
32,009,893‌
-‌
-‌
32,009,893‌
Investments
at
Value
$
155,222,326‌
$
57,393,761‌
$
-‌
$
212,616,087‌
Total
Assets
$
155,222,326‌
$
57,393,761‌
$
-‌
$
212,616,087‌
Liabilities
Other
Financial
Instruments*
Written
Options
(244,290‌)
(778,138‌)
-‌
(1,022,428‌)
Total
Liabilities
$
(244,290‌)
$
(778,138‌)
$
-‌
$
(1,022,428‌)
*
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.
MAI
Managed
Volatility
Fund
STATEMENT
OF
ASSETS
AND
LIABILITIES
February
28,
2025
6
See
Notes
to
Financial
Statements.
*
$1,252,451
was
held
at
Interactive
Brokers
LLC.
ASSETS
Investments,
at
value
(Cost
$142,667,902)
$
212,616,087‌
Cash
474,994‌
Deposits
with
broker*
1,252,451‌
Receivables:
Fund
shares
sold
190,701‌
Investment
securities
sold
35,662‌
Dividends
and
interest
797,253‌
Prepaid
expenses
23,596‌
Total
Assets
215,390,744‌
LIABILITIES
Call
options
written,
at
value
(Premiums
received
$1,471,257)
727,190‌
Put
options
written,
at
value
(Premiums
received
$403,650)
295,238‌
Payables:
Investment
securities
purchased
19,263‌
Fund
shares
redeemed
97,044‌
Accrued
Liabilities:
Investment
adviser
fees
111,962‌
Fund
services
fees
20,859‌
Other
expenses
54,228‌
Total
Liabilities
1,325,784‌
NET
ASSETS
$
214,064,960‌
COMPONENTS
OF
NET
ASSETS
Paid-in
capital
$
150,893,517‌
Distributable
Earnings
63,171,443‌
NET
ASSETS
$
214,064,960‌
SHARES
OF
BENEFICIAL
INTEREST
AT
NO
PAR
VALUE
(UNLIMITED
SHARES
AUTHORIZED)
Institutional
Shares
13,779,506‌
Investor
Shares
71,299‌
NET
ASSET
VALUE,
OFFERING
AND
REDEMPTION
PRICE
PER
SHARE
Institutional
Shares
(based
on
net
assets
of
$212,902,989)
$
15.45‌
Investor
Shares
(based
on
net
assets
of
$1,161,971)
$
16.30‌
MAI
Managed
Volatility
Fund
STATEMENT
OF
OPERATIONS
SIX
MONTHS
ENDED
FEBRUARY
28,
2025
7
See
Notes
to
Financial
Statements.
INVESTMENT
INCOME
Dividend
income
$
1,998,516‌
Interest
income
1,501,721‌
Total
Investment
Income
3,500,237‌
EXPENSES
Investment
adviser
fees
874,781‌
Fund
services
fees
144,087‌
Transfer
agent
fees:
Institutional
Shares
4,681‌
Investor
Shares
1,548‌
Non
12b-1
shareholder
servicing
fees:
Institutional
Shares
99,412‌
Investor
Shares
588‌
Distribution
fees:
Investor
Shares
1,261‌
Custodian
fees
12,745‌
Registration
fees:
Institutional
Shares
11,714‌
Investor
Shares
10,266‌
Professional
fees
42,988‌
Trustees'
fees
and
expenses
7,863‌
Interest
expense
259,388‌
Other
expenses
40,282‌
Total
Expenses
1,511,604‌
Fees
waived
(96,248‌)
Net
Expenses
1,415,356‌
NET
INVESTMENT
INCOME
2,084,881‌
NET
REALIZED
AND
UNREALIZED
GAIN
(LOSS)
Net
realized
gain
on:
Investments
26,253‌
Written
options
773,161‌
Net
realized
gain
799,414‌
Net
change
in
unrealized
appreciation
(depreciation)
on:
Investments
6,918,005‌
Written
options
978,105‌
Net
change
in
unrealized
appreciation
(depreciation)
7,896,110‌
NET
REALIZED
AND
UNREALIZED
GAIN
8,695,524‌
INCREASE
IN
NET
ASSETS
RESULTING
FROM
OPERATIONS
$
10,780,405‌
MAI
Managed
Volatility
Fund
STATEMENTS
OF
CHANGES
IN
NET
ASSETS
8
See
Notes
to
Financial
Statements.
For
the
Six
Months
Ended
February
28,
2025
For
the
Year
Ended
August
31,
2024
OPERATIONS
Net
investment
income
$
2,084,881‌
$
6,027,749‌
Net
realized
gain
(loss)
799,414‌
(4,520,811‌)
Net
change
in
unrealized
appreciation
(depreciation)
7,896,110‌
21,284,913‌
Increase
in
Net
Assets
Resulting
from
Operations
10,780,405‌
22,791,851‌
DISTRIBUTIONS
TO
SHAREHOLDERS
Institutional
Shares
(2,502,570‌)
(11,774,378‌)
Investor
Shares
(4,802‌)
(25,113‌)
Total
Distributions
Paid
(2,507,372‌)
(11,799,491‌)
CAPITAL
SHARE
TRANSACTIONS
Sale
of
shares:
Institutional
Shares
9,148,372‌
33,202,847‌
Investor
Shares
845,153‌
1,149,477‌
Reinvestment
of
distributions:
Institutional
Shares
2,413,489‌
11,432,652‌
Investor
Shares
4,802‌
25,113‌
Redemption
of
shares:
Institutional
Shares
(51,074,035‌)
(58,701,689‌)
Investor
Shares
(508,646‌)
(1,006,056‌)
Decrease
in
Net
Assets
from
Capital
Share
Transactions
(39,170,865‌)
(13,897,656‌)
Decrease
in
Net
Assets
(30,897,832‌)
(2,905,296‌)
NET
ASSETS
Beginning
of
Period
244,962,792‌
247,868,088‌
End
of
Period
$
214,064,960‌
$
244,962,792‌
SHARE
TRANSACTIONS
Sale
of
shares:
Institutional
Shares
600,376‌
2,301,493‌
Investor
Shares
52,943‌
75,914‌
Reinvestment
of
distributions:
Institutional
Shares
159,818‌
798,871‌
Investor
Shares
301‌
1,683‌
Redemption
of
shares:
Institutional
Shares
(3,346,879‌)
(4,066,334‌)
Investor
Shares
(31,841‌)
(66,585‌)
Decrease
in
Shares
(2,565,282‌)
(954,958‌)
MAI
Managed
Volatility
Fund
FINANCIAL
HIGHLIGHTS
9
See
Notes
to
Financial
Statements.
These
financial
highlights
reflect
selected
data
for
a
share
outstanding
throughout
each
period
.
For
the
Six
Months
Ended
February
28,
2025
For
the
Years
Ended
August
31,
2024
2023
2022
2021
2020
INSTITUTIONAL
CLASS
NET
ASSET
VALUE,
Beginning
of
Period
$
14.92‌
$
14.27‌
$
13.61‌
$
13.82‌
$
12.01‌
$
11.90‌
INVESTMENT
OPERATIONS
Net
investment
income
(a)
0.13‌
0.35‌
0.27‌
0.03‌
0.00‌
(b)
0.09‌
Net
realized
and
unrealized
gain
(loss)
0.56‌
0.99‌
0.84‌
(0.24‌)
1.82‌
0.19‌
Total
from
Investment
Operations
0.69‌
1.34‌
1.11‌
(0.21‌)
1.82‌
0.28‌
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
(0.16‌)
(0.36‌)
(0.21‌)
(0.00‌)
(b)
(0.01‌)
(0.11‌)
Net
realized
gain
-‌
(0.33‌)
(0.24‌)
-‌
-‌
(0.06‌)
Total
Distributions
to
Shareholders
(0.16‌)
(0.69‌)
(0.45‌)
(0.00‌)
(0.01‌)
(0.17‌)
NET
ASSET
VALUE,
End
of
Period
$
15.45‌
$
14.92‌
$
14.27‌
$
13.61‌
$
13.82‌
$
12.01‌
TOTAL
RETURN
4.64‌%(c)
9.66‌%
8.29‌%
(1.49‌)%
15.12‌%
2.42‌%
RATIOS/
SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
212,903‌
$
244,181‌
$
247,291‌
$
200,883‌
$
175,686‌
$
156,165‌
Ratios
to
Average
Net
Assets:
Net
investment
income
1.79‌%(d)
2.44‌%
1.97‌%
0.23‌%
0.02‌%
0.73‌%
Net
expenses
1.21‌%(d)
0.99‌%
0.99‌%
1.00‌%
1.03‌%
1.00‌%
Dividend
and
interest
expenses
0.22‌%(d)
-‌%
-‌%
0.01‌%
0.04‌%
0.01‌%
Net
expenses
without
dividend
and
interest
expenses
0.99‌%(d)
0.99‌%
0.99‌%
0.99‌%
0.99‌%
0.99‌%
Gross
expenses
(e)
1.28‌%(d)
1.05‌%
1.04‌%
1.06‌%
1.12‌%
1.12‌%
PORTFOLIO
TURNOVER
RATE
10‌%(c)
6‌%
0‌%
9‌%
0‌%
22‌%
(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.
Expense
waivers
and/or
reimbursements
would
decrease
the
total
return
had
such
reductions
not
occurred.
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
28,
2025
For
the
Years
Ended
August
31,
2024
2023
2022
2021
2020
INVESTOR
CLASS
NET
ASSET
VALUE,
Beginning
of
Period
$
15.67‌
$
14.83‌
$
14.03‌
$
14.28‌
$
12.44‌
$
12.24‌
INVESTMENT
OPERATIONS
Net
investment
income
(loss)
(a)
0.12‌
0.33‌
0.25‌
0.00‌
(b)
(0.03‌)
0.06‌
Net
realized
and
unrealized
gain
(loss)
0.59‌
1.03‌
0.87‌
(0.25‌)
1.87‌
0.21‌
Total
from
Investment
Operations
0.71‌
1.36‌
1.12‌
(0.25‌)
1.84‌
0.27‌
DISTRIBUTIONS
TO
SHAREHOLDERS
FROM
Net
investment
income
(0.08‌)
(0.19‌)
(0.08‌)
-‌
-‌
(0.01‌)
Net
realized
gain
-‌
(0.33‌)
(0.24‌)
-‌
-‌
(0.06‌)
Total
Distributions
to
Shareholders
(0.08‌)
(0.52‌)
(0.32‌)
-‌
-‌
(0.07‌)
NET
ASSET
VALUE,
End
of
Period
$
16.30‌
$
15.67‌
$
14.83‌
$
14.03‌
$
14.28‌
$
12.44‌
TOTAL
RETURN
4.54‌%(c)
9.40‌%
8.03‌%
(1.75‌)%
14.79‌%
2.22‌%
RATIOS/
SUPPLEMENTARY
DATA
Net
Assets
at
End
of
Period
(000s
omitted)
$
1,162‌
$
782‌
$
577‌
$
440‌
$
425‌
$
315‌
Ratios
to
Average
Net
Assets:
Net
investment
income
(loss)
1.52‌%(d)
2.20‌%
1.72‌%
(0.01‌)%
(0.23‌)%
0.48‌%
Net
expenses
1.46‌%(d)
1.24‌%
1.24‌%
1.25‌%
1.28‌%
1.25‌%
Dividend
and
interest
expenses
0.22‌%(d)
-‌%
-‌%
0.01‌%
0.04‌%
0.01‌%
Net
expenses
without
dividend
and
interest
expenses
1.24‌%(d)
1.24‌%
1.24‌%
1.24‌%
1.24‌%
1.24‌%
Gross
expenses
(e)
4.60‌%(d)
4.82‌%
6.22‌%
7.57‌%
8.12‌%
6.78‌%
PORTFOLIO
TURNOVER
RATE
10‌%(c)
6‌%
0‌%
9‌%
0‌%
22‌%
(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.
Expense
waivers
and/or
reimbursements
would
decrease
the
total
return
had
such
reductions
not
occurred.
11
MAI
Managed
Volatility
Fund
NOTES
TO
FINANCIAL
STATEMENTS
February
28,
2025
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.
The
Fund
included
herein
is
deemed
to
be
an
individual
reporting
segment
and
is
not
part
of
a
consolidated
reporting
entity.
The
objective
and
strategy
of
the
Fund
is
used
by
the
Adviser,
as
defined
in
Note
3,
to
make
investment
decisions,
and
the
results
of
the
operations,
as
shown
on
the
Statement
of
Operations
and
the
financial
highlights
for
the
Fund
is
the
information
utilized
for
the
day-to-day
management
of
the
Fund.
The
Fund
is
party
to
the
expense
agreements
as
disclosed
in
the
Notes
to
the
Financial
Statements
and
there
are
no
resources
allocated
to
the
Fund
based
on
performance
measurements.
Due
to
the
significance
of
oversight
and
their
role,
the
Adviser
is
deemed
to
be
the
Chief
Operating
Decision
Maker.
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
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.
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
recorded
at
amortized
cost,
which
approximates
fair
value.
Pursuant
to
Rule
2a-5
under
the
Investment
Company
Act,
the
Trust's
Board
of
Trustees
(the
"Board")
has
designated
the
Adviser
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.
12
MAI
Managed
Volatility
Fund
NOTES
TO
FINANCIAL
STATEMENTS
February
28,
2025
The
Adviser
provides
fair
valuation
inputs.
In
determining
fair
valuations,
inputs
may
include
market-
based
analytics
that
may
consider
related
or
comparable
assets
or
liabilities,
recent
transactions,
market
multiples,
book
values
and
other
relevant
investment
information.
Adviser
inputs
may
include
an
income-based
approach
in
which
the
anticipated
future
cash
flows
of
the
investment
are
discounted
in
determining
fair
value.
Discounts
may
also
be
applied
based
on
the
nature
or
duration
of
any
restrictions
on
the
disposition
of
the
investments.
The
Adviser
performs
regular
reviews
of
valuation
methodologies,
key
inputs
and
assumptions,
disposition
analysis
and
market
activity.
Fair
valuation
is
based
on
subjective
factors
and,
as
a
result,
the
fair
value
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
February
28,
2025,
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
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.
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
13
MAI
Managed
Volatility
Fund
NOTES
TO
FINANCIAL
STATEMENTS
February
28,
2025
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
28,
2025,
are
disclosed
in
the
Fund's
Schedule
of
Call
and
Put
Options
Written.
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
28,
2025,
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
14
MAI
Managed
Volatility
Fund
NOTES
TO
FINANCIAL
STATEMENTS
February
28,
2025
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,
which
are
reflected
as
distribution
fees
in
the
statement
of
operations.
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
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).
The
Audit
Committee
Chairman
receives
an
additional
$2,000
annually.
Effective
January
1,
2025,
each
Independent
Trustee's
annual
retainer
is
$60,000
($70,000
for
the
Chairman),
and
the
Audit
Committee
Chairman
receives
an
additional
$5,000
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,
2026.
The
contractual
waivers
may
be
changed
or
eliminated
at
any
time
with
consent
of
the
Board.
During
the
period
ended
February
28,
2025,
fees
waived
were
$96,248.
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
28,
2025,
$481,002
is
subject
to
recapture
by
the
Adviser
.
15
MAI
Managed
Volatility
Fund
NOTES
TO
FINANCIAL
STATEMENTS
February
28,
2025
Note
5.
Security
Transactions
Investment
transactions
for
the
period
ended
February
28,
2025,
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
28,
2025,
were
as
follows:
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
28,
2025
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
paid
on
purchased
options
and
premiums
received
on
written
options
for
the
period
ended
February
28,
2025,
for
any
derivative
type
that
was
held
during
the
year
is
as
follows:
Following
is
a
summary
of
the
effect
of
derivatives
on
the
Statement
of
Assets
and
Liabilities
as
of
February
28,
2025
:
Non-U.S.
Government
Obligations
Purchases
Sales
$
123,896‌
$
-‌
U.S.
Government
Obligations
Purchases
Sales
$
17,449,609‌
$
36,500,000‌
Written
Options
$
(10,118,746‌)
16
MAI
Managed
Volatility
Fund
NOTES
TO
FINANCIAL
STATEMENTS
February
28,
2025
Realized
and
unrealized
gains
and
losses
on
derivatives
contracts
during
the
period
ended
February
28,
2025
,
by
the
Fund
are
recorded
in
the
following
locations
on
the
Statement
of
Operations:
Asset
(liability)
amounts
shown
in
the
table
below
represent
amounts
for
derivative
related
investments
at
February
28,
2025.
These
amounts
may
be
collateralized
by
cash
or
financial
instruments.
Note
7.
Federal
Income
Tax
As
of
February
28,
2025,
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:
Location:
Equity
Risk
Liability
derivatives:
Call
options
written
$
(727,190‌)
Put
options
written
(295,238‌)
Total
liability
derivatives
$
(1,022,428‌)
Location:
Equity
Contracts
Net
realized
gain
(loss)
on:
Written
options
$
773,161‌
Total
net
realized
gain
(loss)
$
773,161‌
Net
change
in
unrealized
appreciation
(depreciation)
on:
Written
options
$
978,105‌
Total
net
change
in
unrealized
appreciation
(depreciation)
$
978,105‌
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**
$
(1,022,428)‌
$
1,022,428‌
$
-‌
$
-‌
*
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
$
72,972,214‌
Gross
Unrealized
Depreciation
(2,171,550‌)
Net
Unrealized
Appreciation
$
70,800,664‌
17
MAI
Managed
Volatility
Fund
NOTES
TO
FINANCIAL
STATEMENTS
February
28,
2025
As
of
August
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
temporary
book/tax
differences
related
to
investments
in
real
estate
investment
trusts,
wash
sales,
straddles,
index
options
and
equity
return
of
capital.
For
tax
purposes,
the
prior
year
deferred
late
year
loss
was
$7,740,417
(realized
during
the
period
November
1,
2023
through
August
31,
2024).
This
loss
was
recognized
for
tax
purposes
on
the
first
business
day
of
the
Fund's
current
fiscal
year,
September
1,
2024.
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
$
997,705‌
Capital
and
Other
Losses
(7,740,417‌)
Net
Unrealized
Appreciation
61,641,122‌
Total
$
54,898,410‌
18
MAI
Managed
Volatility
Fund
OTHER
INFORMATION
February
28,
2025
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)
Investment
Advisory
Agreement
Approval
At
the
September
20,
2024
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
independent
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.
19
MAI
Managed
Volatility
Fund
OTHER
INFORMATION
February
28,
2025
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,
2024
and
for
the
period
since
the
Fund's
inception
on
September
23,
2010.
The
Board
noted
the
Adviser's
representation
and
explanation
of
why
there
are
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
Fund's
total
assets,
which
limited
the
Fund's
participation
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-,
three-,
and
five-year
periods
ended
June
30,
2024,
and
outperformed
the
average
of
the
Peers
for
the
10-year
period
ended
June
30,
2024.
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.
The
Board
also
noted
the
Adviser's
representation
that
the
Fund
carried
a
four-star
Morningstar
rating
among
the
options
category
and
continued
to
perform
as
expected
in
light
of
prevailing
market
conditions
that
were
not
favorable
to
the
Fund's
investment
strategy.
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
20
MAI
Managed
Volatility
Fund
OTHER
INFORMATION
February
28,
2025
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.
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.
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
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-0225
(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)(3) Certifications pursuant to Rule 30a-2(a) of the Act, and Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
(a)(4) Not applicable.
(a)(5) Not applicable.
(b) Certifications pursuant to Rule 30a-2(b) of the Act, and Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant Forum Funds
By:
/s/ Zachary Tackett
Zachary Tackett, Principal Executive Officer
Date:
April 15, 2025
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:
April 15, 2025
By:
/s/ Karen Shaw
Karen Shaw, Principal Financial Officer
Date:
April 15, 2025