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Form N-CSRS MSS Series Trust For: May 31

August 8, 2022 3:08 PM EDT

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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  811-21927


MSS SERIES TRUST

(Exact Name of Registrant as Specified in Charter)


8000 Town Centre Drive, Suite 400

Broadview Heights, OH 44147

(Address of Principal Executive Offices)(Zip Code)


Gregory B. Getts

8000 Town Centre Drive, Suite 400

Broadview Heights, OH 44147

 (Name and Address of Agent for Service)


With copy to:

JoAnn M. Strasser, Thompson Hine LLP

41 South High Street, Suite 1700, Columbus, OH 43215


Registrant’s Telephone Number, including Area Code:  (440) 922-0066


Date of fiscal year end: November 30


Date of reporting period: May 31, 2022


Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).  The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection and policymaking roles.


A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public.  A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number.  Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609.  The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.


Item 1.  Reports to Stockholders.



[towpathsemi001.jpg]


TOWPATH FOCUS FUND

Ticker: TOWFX

Institutional Share Class


TOWPATH TECHNOLOGY FUND

Ticker: TOWTX

Institutional Share Class

www.oelschlagerinvestments.com


[towpathsemi002.jpg]



MAY 31, 2022 (Unaudited)

[towpathsemi003.jpg]






TOWPATH FOCUS FUND


PORTFOLIO ILLUSTRATION

MAY 31, 2022 (UNAUDITED)



The following chart gives a visual breakdown of the Fund by investment type or industry sector of the underlying securities as of May 31, 2022, represented as a percentage of the portfolio of investments.  Below categories are from Morningstar®.


[towpathsemi005.gif]




Portfolio composition is subject to change.











Semi-Annual Report |  1


TOWPATH TECHNOLOGY FUND


PORTFOLIO ILLUSTRATION

MAY 31, 2022 (UNAUDITED)



The following chart gives a visual breakdown of the Fund by investment type or industry of the underlying securities as of May 31, 2022, represented as a percentage of the portfolio of investments.  Below categories are from Morningstar®.


[towpathsemi007.gif]




Portfolio composition is subject to change.











Semi-Annual Report |  2


TOWPATH FOCUS FUND


SCHEDULE OF INVESTMENTS

MAY 31, 2022 (UNAUDITED)






 Shares

 

 

Fair Value

 

 

 

 

COMMON STOCKS - 87.90%

 

 

 

 

 

 Apparel & Other Finished Products of Fabrics & Similar Material - 1.77%

 

       5,900

 

Carter's, Inc.

$     454,595

 

 

 

 

 Biological Products (No Diagnostic Substances) - 4.35%

 

       2,620

 

Amgen, Inc.

672,659

       6,900

 

Gilead Sciences, Inc.

447,465

 

 

 

1,120,124

 Computer & Office Equipment - 2.86%

 

     18,920

 

HP, Inc.

734,853

 

 

 

 

 Crude Petroleum & Natural Gas - 3.48%

 

     15,100

 

Shell PLC ADR

894,222

 

 

 

 

 Fire, Marine & Casualty Insurance - 2.66%

 

       5,005

 

Allstate Corp.

684,133

 

 

 

 

 Footwear (No Rubber) - 1.75%

 

     12,100

 

Steven Madden Ltd.

449,878

 

 

 

 

 Gold & Silver Ores - 0.34%

 

       1,300

 

Newmont Corp.

88,205

 

 

 

 

 Leather & Leather Products - 2.02%

 

     15,100

 

Tapestry, Inc.

520,950

 

 

 

 

 Men's & Boys' Furnishings, Work Clothing & Allied Garments - 1.06%

 

       6,800

 

Kontoor Brands, Inc.

272,476

 

 

 

 

 Metal Mining - 1.60%

 

       5,600

 

Rio Tinto Group PLC ADR

411,264

 

 

 

 

 Miscellaneous Electrical Machinery, Equipment & Supplies - 1.04%

 

       8,910

 

Energizer Holdings, Inc.

267,211

 

 

 

 

 Miscellaneous Manufacturing Industries - 2.02%

 

     12,400

 

Hillenbrand, Inc.

518,816

 

 

 

 

 Motor Vehicle Parts & Accessories - 4.38%

 

     21,920

 

Gentex Corp.

681,274

       6,870

 

Magna International, Inc. Class A

446,000

 

 

 

1,127,274

 National Commercial Banks - 4.73%

 

     15,970

 

Bank of America Corp.

594,084

       3,160

 

Capital One Financial Corp.

404,038

       9,950

 

Regions Financial Corp.

219,795

 

 

 

1,217,917


The accompanying notes are an integral part of these financial statements.




Semi-Annual Report |  3


TOWPATH FOCUS FUND


SCHEDULE OF INVESTMENTS (CONTINUED)

MAY 31, 2022 (UNAUDITED)






 Shares

 

 

Fair Value

 

 

 

 

 Petroleum Refining - 3.89%

 

       7,730

 

Valero Energy Corp.

$  1,001,808

 

 

 

 

 Pharmaceutical Preparations - 12.30%

 

       9,140

 

Bristol Myers Squibb Co.

689,613

     20,780

 

GlaxoSmithKline PLC ADR

912,242

       6,700

 

Novartis AG ADR

609,298

     15,366

 

Prestige Consumer Healthcare, Inc. *

857,730

       1,800

 

Sanofi SA ADR

95,850

 

 

 

3,164,733

 Retail-Catalog & Mail-Order Houses - 0.58%

 

            62

 

Amazon.com, Inc. *

149,060

 

 

 

 

 Retail-Family Clothing Stores - 1.65%

 

       5,000

 

Ross Stores, Inc.

425,100

 

 

 

 

 Retail-Furniture Stores - 0.41%

 

       3,700

 

Haverty Furniture Companies, Inc.

104,562

 

 

 

 

 Retail-Shoe Stores - 1.23%

 

       5,600

 

Genesco, Inc. *

315,336

 

 

 

 

 Security Brokers, Dealers & Flotation Companies - 3.61%

 

     13,240

 

The Charles Schwab Corp.

928,124

 

 

 

 

 Services-Business Services - 1.26%

 

       6,640

 

Ebay, Inc.

323,169

 

 

 

 

 Services-Computer Programming, Data Processing, Etc. - 6.95%

 

          685

 

Alphabet, Inc. Class A *

1,558,539

       1,185

 

Meta Platforms, Inc. Class A *

229,463

 

 

 

1,788,002

 Services-Help Supply Services - 0.89%

 

       3,053

 

Barrett Business Services, Inc.

228,548

 

 

 

 

 Services-Medical Laboratories - 2.41%

 

       4,400

 

Quest Diagnostics, Inc.

620,488

 

 

 

 

 Services-Prepackaged Software - 1.75%

 

       3,600

 

Check Point Software Technologies Ltd. (Israel) *

450,288

 

 

 

 

 Ship & Boat Building & Repairing - 1.47%

 

       1,800

 

Huntington Ingalls Industries, Inc.

378,828

 

 

 

 

 State Commercial Banks - 7.33%

 

     20,659

 

Atlantic Union Bankshares Corp.

728,436

     24,830

 

Bank of New York Mellon Corp.

1,157,326

 

 

 

1,885,762


The accompanying notes are an integral part of these financial statements.




Semi-Annual Report |  4


TOWPATH FOCUS FUND


SCHEDULE OF INVESTMENTS (CONTINUED)

MAY 31, 2022 (UNAUDITED)






 Shares

 

 

Fair Value

 

 

 

 

 Telephone Communications (No Radiotelephone) - 1.28%

 

       6,400

 

Verizon Communications, Inc.

$     328,256

 

 

 

 

 Wholesale-Drugs Proprietaries & Druggists' Sundries - 6.83%

 

       5,290

 

AmerisourceBergen Corp.

818,839

       2,850

 

McKesson Corp.

936,767

 

 

 

1,755,606

 

 

 

 

TOTAL COMMON STOCKS (Cost - $18,131,940) - 87.90%

22,609,588

 

 

 

 

MONEY MARKET FUND - 12.00%

 

3,085,413

 

First American Government Obligations Fund Class X, 0.60% **  

3,085,413

TOTAL MONEY MARKET FUND (Cost - $3,085,413) - 12.00%

3,085,413

 

 

 

 

 

 

Total Investments (Cost - $21,217,353) - 99.90%

25,695,001

 

 

 

 

 

 

Other Assets Less Liabilities - 0.10%

        25,792

 

 

 

 

 

 

Net Assets - 100.00%

$25,720,793





















* Non-Income Producing Security.

** Variable Rate Security: the Yield Rate shown represents the rate at May 31, 2022.

ADR - American Depositary Receipt

PLC- Public Limited Company

AG  - Aktiengesellschaft, a German term for a public limited company.

SA - Société Anonyme, a French term for a public limited company.

The accompanying notes are an integral part of these financial statements.




Semi-Annual Report |  5


TOWPATH TECHNOLOGY FUND


SCHEDULE OF INVESTMENTS

MAY 31, 2022 (UNAUDITED)






 Shares

 

 

Fair Value

 

 

 

 

COMMON STOCKS - 90.82%

 

 

 

 

 

 Biological Products (No Diagnostic Substances) - 2.51%

 

          440

 

Biogen, Inc. *

$     88,000

 

 

 

 

 Computer & Office Equipment - 4.47%

 

       2,600

 

HP, Inc.

100,984

          400

 

International Business Machine Corp.

55,536

 

 

 

156,520

 Computer Storage Devices - 3.13%

 

       1,520

 

NetApp, Inc.

109,364

 

 

 

 

 Electrical Industrial Apparatus - 1.09%

 

       4,400

 

GrafTech International Ltd.

38,192

 

 

 

 

 Electronic Computers - 2.85%

 

          670

 

Apple, Inc.

99,723

 

 

 

 

 Optical Instruments & Lenses - 2.71%

 

          260

 

KLA Corp.

94,861

 

 

 

 

 Printed Circuit Boards - 2.25%

 

       5,510

 

TTM Technologies, Inc. *

78,738

 

 

 

 

 Retail-Catalog & Mail-Order Houses - 1.10%

 

            16

 

Amazon.com, Inc. *

38,467

 

 

 

 

 Search, Detection, Navigation, Guidance, Aeronautical, and Nautical Systems and Instruments - 0.27%

 

            20

 

Northrop Grumman Corp.

9,359

 

 

 

 

 Semiconductors & Related Devices - 4.59%

 

       2,200

 

MagnaChip Semiconductor Corp. (Luxembourg) *

42,900

       5,410

 

Photronics, Inc. *

117,614

 

 

 

160,514

 Services-Business Services - 3.86%

 

          290

 

Accenture PLC Class A (Ireland)

86,553

       1,000

 

eBay, Inc.

48,670

 

 

 

135,223

 Services-Computer Integrated Systems Design - 5.33%

 

       7,480

 

Kyndryl Holdings, Inc. *

92,303

       2,300

 

Open Text Corp. (Canada)

94,323

 

 

 

186,626

 Services-Computer Processing & Data Preparation - 6.04%

 

       1,700

 

CSG Systems International, Inc.

105,723

       3,000

 

DXC Technology Co. *

105,660

 

 

 

211,383


The accompanying notes are an integral part of these financial statements.




Semi-Annual Report |  6


TOWPATH TECHNOLOGY FUND


SCHEDULE OF INVESTMENTS (CONTINUED)

MAY 31, 2022 (UNAUDITED)






 Shares

 

 

Fair Value

 

 

 

 

 Services-Computer Programming, Data Processing, Etc. - 13.30%

 

          128

 

Alphabet, Inc. Class A *

$   291,231

          400

 

Baidu, Inc. (China) *

56,140

          610

 

Meta Platforms, Inc. Class A *

118,120

 

 

 

465,491

 Services-Computer Programming Services - 2.58%

 

       1,210

 

Cognizant Technology Solutions Corp. Class A

90,387

 

 

 

 

 Services-Management Consulting Services - 7.97%

 

          880

 

Booz Allen Hamilton Holding Corp. Class A

75,557

       1,350

 

CGI, Inc. Class A (Canada) *

115,331

       4,300

 

The Hackett Group, Inc.

88,107

 

 

 

278,995

 Services-Prepackaged Software - 15.37%

 

       1,150

 

Check Point Software Technologies Ltd. (Israel) *

143,842

       4,500

 

DropBox, Inc. Class A *

93,780

          270

 

Microsoft Corp.

73,405

       2,100

 

Progress Software Corp.

101,451

          980

 

VMWare, Inc. Class A *

125,538

 

 

 

538,016

 Ship & Boat Building & Repairing - 2.89%

 

          480

 

Huntington Ingalls Industries, Inc.

101,021

 

 

 

 

 Telephone Communications (No Radiotelephone) - 1.47%

 

       1,000

 

Verizon Communications, Inc.

51,290

 

 

 

 

 Wholesale-Electronic Parts & Equipment - 7.04%

 

          710

 

Arrow Electronics, Inc. *

85,662

       1,300

 

Avnet, Inc.

62,985

       3,906

 

Ituran Location & Control Ltd. (Israel)

97,884

 

 

 

246,531

 

 

 

 

TOTAL COMMON STOCKS (Cost - $3,041,629) - 90.82%

3,178,701

 

 

 

 

MONEY MARKET FUND - 9.40%

 

   329,076

 

First American Government Obligations Fund Class X, 0.60% **  

329,076

TOTAL MONEY MARKET FUND (Cost - $329,076) - 9.40%

329,076

 

 

 

 

 

 

Total Investments (Cost - $3,370,705) - 100.22%

3,507,777

 

 

 

 

 

 

Liabilities Less Other Assets - (0.22)%

(7,697)

 

 

 

 

 

 

Net Assets - 100.00%

$3,500,080



* Non-Income Producing Security.

** Variable Rate Security: the Yield Rate shown represents the rate at May 31, 2022.

The accompanying notes are an integral part of these financial statements.




Semi-Annual Report |  7


TOWPATH FUNDS


STATEMENTS OF ASSETS AND LIABILITIES

MAY 31, 2022 (UNAUDITED)






 

Towpath

Towpath

 

Focus

Technology

Assets:

Fund

Fund

       Investments in Securities at Value  (Cost $21,217,353, and $3,370,705)

$25,695,001

$   3,507,777

       Cash

          1,000

                 -

       Receivables:

 

 

            Dividends

        50,444

           2,482

            Due from Advisor, Net

                -

           1,384

       Prepaid Expenses

          7,030

           2,873

                     Total Assets

  25,753,475

     3,514,516

Liabilities:

 

 

       Payables:

 

 

            Advisory Fees, Net

        10,389

                 -

            Administrator Fees

             417

              250

            Chief Compliance Officer Fees

             250

              250

            Transfer Agent & Fund Accounting Fees

          2,849

           1,395

            Trustee Fees

             397

              396

            Other Accrued Expenses

        18,380

         12,145

                     Total Liabilities

        32,682

         14,436

Net Assets

$25,720,793

$   3,500,080

 

 

 

Net Assets Consist of:

 

 

    Paid In Capital

$21,039,998

$   3,317,627

    Distributable Earnings

    4,680,795

        182,453

Net Assets

$25,720,793

$   3,500,080

 

 

 

Institutional Class

 

 

Net Assets

$25,720,793

$   3,500,080

Shares of beneficial interest outstanding (unlimited shares authorized at no par value)

    1,946,151

        315,970

Net asset value and offering price per share

$        13.22

$         11.08

















 

The accompanying notes are an integral part of these financial statements.




Semi-Annual Report |  8


TOWPATH FUNDS


STATEMENTS OF OPERATIONS

For the six months ended May 31, 2022 (UNAUDITED)






 

Towpath

Towpath

 

Focus

Technology

 

Fund

Fund

Investment Income:

 

 

       Dividends (a)

$ 248,565

$       21,003

            Total Investment Income

   248,565

         21,003

 

 

 

Expenses:

 

 

       Advisory Fees (see Note 3)

     83,695

         11,652

       Administrative Fees (see Note 3)

       1,576

           1,499

       Audit Fees

       9,243

           7,256

       Chief Compliance Officer Fees (see Note 3)

       1,512

           1,249

       Custody Fees

       1,066

              326

       Legal Fees

       5,128

           5,950

       Other Fees

       9,286

              391

       Printing & Mailing Fees

         532

              587

       Registration Fees

       3,541

           3,002

       Transfer Agent & Fund Accounting Fees (see Note 3)

     15,714

           8,607

       Trustee Fees

       1,198

              959

            Total Expenses

   132,491

         41,478

                 Fees Waived and/or Expenses Reimbursed by the Adviser

       (970)

       (23,169)

            Net Expenses

   131,521

         18,309

 

 

 

Net Investment Income

   117,044

          2,694

 

 

 

Realized and Unrealized Gain/(Loss) on Investments:

 

 

   Net Realized Gain on Investments

   112,683

         49,091

   Net Change in Unrealized Appreciation/(Depreciation) on Investments

   605,585

     (136,529)

Net Realized and Unrealized Gain/(Loss) on Investments

   718,268

       (87,438)

 

 

 

Net Increase/(Decrease) in Net Assets Resulting from Operations

$ 835,312

 $    (84,744)

















(a) Net of foreign withholding taxes of $9,668 and $341.

The accompanying notes are an integral part of these financial statements.



Semi-Annual Report |  9


TOWPATH FOCUS FUND


STATEMENTS OF CHANGES IN NET ASSETS  






 

 

(Unaudited)

 

 

 

 

Six Months

 

 

 

 

  Ended

 

Year Ended

 

 

   5/31/2022

 

11/30/2021

Increase in Net Assets From Operations:

 

 

 

    Net Investment Income

$     117,044

 

$     133,891

    Net Realized Gain on Investments

       112,683

 

    1,115,558

    Net Change in Unrealized Appreciation on Investments

       605,585

 

    2,216,854

    Net Increase in Net Assets Resulting from Operations

       835,312

 

    3,466,303

 

 

 

 

 

Distributions to Shareholders

  (1,247,419)

 

     (403,015)

 

 

 

 

 

Capital Share Transactions:

 

 

 

    Proceeds from Sale of Shares:

 

 

 

          Institutional Class

    3,724,621

 

    5,414,138

    Proceeds from Reinvestment of Distributions:

 

 

 

          Institutional Class

       884,716

 

       236,470

    Cost of Shares Redeemed:

 

 

 

          Institutional Class

     (341,495)

 

     (267,372)

    Net Increase in Net Assets from Capital Share Transactions

    4,267,842

 

    5,383,236

 

 

 

 

 

    Net Increase in Net Assets

    3,855,735

 

    8,446,524

 

 

 

 

 

Net Assets:

 

 

 

 

    Beginning of Period

  21,865,058

 

  13,418,534

 

 

 

 

 

    End of Period

 

$ 25,720,793

 

$ 21,865,058

 

 

 

 

 

Share Activity:

 

 

 

 

Institutional Class

 

 

 

   Shares Sold

 

       279,794

 

       421,280

   Shares Reinvested

         66,570

 

         21,419

   Shares Redeemed

      (27,205)

 

      (22,886)

   Net Increase in Shares of Beneficial Interest Outstanding

       319,159

 

       419,813















 

The accompanying notes are an integral part of these financial statements.




Semi-Annual Report |  10


TOWPATH TECHNOLOGY FUND


STATEMENTS OF CHANGES IN NET ASSETS  






 

 

(Unaudited)

 

 

 

 

Six Months

 

 

 

 

  Ended

 

Period Ended *

 

 

5/31/2022

 

   11/30/2021

Increase/(Decrease) in Net Assets From Operations:

 

 

 

    Net Investment Income/(Loss)

$       2,694

 

 $       (1,349)

    Net Realized Gain on Investments

       49,091

 

           16,726

    Net Change in Unrealized Appreciation/(Depreciation) on Investments

   (136,529)

 

         273,601

    Net Increase/(Decrease) in Net Assets Resulting from Operations

     (84,744)

 

         288,978

 

 

 

 

 

Distributions to Shareholders

     (21,781)

 

                    -

 

 

 

 

 

Capital Share Transactions:

 

 

 

    Proceeds from Sale of Shares:

 

 

 

          Institutional Class

     496,501

 

      2,870,385

    Proceeds from Reinvestment of Distributions:

 

 

 

          Institutional Class

       17,056

 

                    -

    Cost of Shares Redeemed:

 

 

 

          Institutional Class

     (63,634)

 

        (2,681)

    Net Increase in Net Assets from Capital Share Transactions

     449,923

 

      2,867,704

 

 

 

 

 

    Net Increase in Net Assets

     343,398

 

    3,156,682

 

 

 

 

 

Net Assets:

 

 

 

 

    Beginning of Period

   3,156,682

 

                    -

 

 

 

 

 

    End of Period

 

$ 3,500,080

 

$    3,156,682

 

 

 

 

 

Share Activity:

 

 

 

 

Institutional Class

 

 

 

   Shares Sold

 

       43,692

 

        277,064

   Shares Reinvested

         1,446

 

                    -

   Shares Redeemed

       (6,003)

 

            (229)

   Net Increase in Shares of Beneficial Interest Outstanding

       39,135

 

        276,835
















* For the period December 31, 2020 (commencement of investment operations) through November 30, 2021.

The accompanying notes are an integral part of these financial statements.




Semi-Annual Report |  11


TOWPATH FOCUS FUND

INSTITUTIONAL CLASS


FINANCIAL HIGHLIGHTS

Selected data for a share outstanding throughout the period/year.




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(a) Not annualized.

(b) Annualized.

(c) The contractual fee and expense waiver is reflected in both the net expense and net investment income ratios (see Note 3).

* For the period December 31, 2019 (commencement of investment operations) through November 30, 2020.

** Per share net investment income has been determined on the basis of average shares outstanding during the period.

*** Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends. Returns would have been lower had the adviser not reimbursed expenses/waived fees during the period.

The accompanying notes are an integral part of these financial statements.




Semi-Annual Report |  12


TOWPATH TECHNOLOGY FUND

INSTITUTIONAL CLASS


FINANCIAL HIGHLIGHTS

Selected data for a share outstanding throughout the period.



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(a) Not annualized.

(b) Annualized.

(c) The contractual fee and expense waiver is reflected in both the net expense and net investment income ratios (see Note 3).

* For the period December 31, 2020 (commencement of investment operations) through November 30, 2021.

** Per share net investment income has been determined on the basis of average shares outstanding during the period.

*** Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends. Returns would have been lower had the adviser not reimbursed expenses/waived fees during the period.

The accompanying notes are an integral part of these financial statements.





Semi-Annual Report |  13


TOWPATH FUNDS


NOTES TO FINANCIAL STATEMENTS

MAY 31, 2022 (UNAUDITED)



NOTE 1.  ORGANIZATION


The Towpath Focus Fund (the "Focus Fund") is a non-diversified series of the MSS Series Trust (the "Trust") and commenced operations on December 31, 2019. The Towpath Technology Fund (the “Technology Fund”) is a non-diversified series of the Trust and commenced operations on December 31, 2020. Each Fund’s investment objective is to provide long-term capital appreciation. The Trust is an open-end investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), established under the laws of Ohio by an Agreement and Declaration of Trust dated June 20, 2006 (the "Trust Agreement"). The Trust Agreement permits the Board of Trustees (the "Board" or "Trustees") to authorize and issue an unlimited number of shares, without par value, of beneficial interest of each separate series. There are currently six separate series offered by the Trust. The investment adviser to the Focus Fund and the Technology Fund is Oelschlager Investments, LLC (the "Adviser" or "Oelschlager").


NOTE 2.  SIGNIFICANT ACCOUNTING POLICIES


The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The following is a summary of significant accounting policies used in preparing the financial statements. The Trust follows the accounting and reporting guidance of the Financial Accounting Standards Board ("FASB") under Accounting Standards Codification Topic 946 “Financial Services – Investment Companies”.


SECURITY VALUATIONS:  


Processes and Structure

The Board has adopted guidelines for valuing securities including circumstances in which market quotes are not readily available and has delegated to the Adviser the responsibility for determining fair value prices, subject to oversight by the Board.


Fair Value Pricing Policy

The Board has adopted guidelines for fair value pricing, and has delegated to the Adviser the responsibility for determining fair value prices, subject to oversight by the Board.  If market quotations are not readily available, the security will be valued at fair value (the amount which the owner might reasonably expect to receive for the security upon its current sale) as determined in good faith by the Adviser ("Fair Value Pricing"), subject to oversight by the Board.  The Adviser must use reasonable diligence in determining whether market quotations are readily available.  If, for example, the Adviser determines that one source of market value is unreliable, the Adviser must diligently seek market quotations from other sources, such as other brokers or pricing services, before concluding that market quotations are not available.  Fair Value Pricing is not permitted when market quotations are readily available.




Semi-Annual Report |  14


TOWPATH FUNDS


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MAY 31, 2022 (UNAUDITED)



Fair Value Measurements

GAAP defines fair value as the price that the Funds would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date and also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability.  The three-tier hierarchy seeks to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the Funds’ own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.  


Equity securities (common stocks and ADR’s). Securities traded on a national securities exchange (or reported on the NASDAQ national market) are stated at the last reported sales price on the day of valuation. To the extent these securities are actively traded, and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy. Certain foreign securities may be fair valued using a pricing service that considers the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments such as American Depositary Receipts, financial futures, exchange traded funds, and the movement of the certain indexes of securities based on a statistical analysis of the historical relationship and that are categorized in Level 2. Preferred stock and other equities traded on inactive markets or valued by reference to similar instruments are also categorized in Level 2.


Money market fund. Money market funds are valued using amortized cost, which approximates fair value.  These securities will be categorized in Level 1 of the fair value hierarchy.


A description of the valuation techniques applied to the Funds’ major categories of assets measured at fair value on a recurring basis follows.


Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.


Level 2 - Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates, and similar data.




Semi-Annual Report |  15


TOWPATH FUNDS


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MAY 31, 2022 (UNAUDITED)



Level 3 - Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the Funds’ own assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based on the best information available.


The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in the security.


The following table presents information about each Fund’s investments measured at fair value as of May 31, 2022, by major security type:





Towpath
Focus Fund

Quoted Prices in

Active Markets for

Identical Assets

(Level 1)

Significant Other Observable Inputs

(Level 2)

Significant Unobservable Inputs

(Level 3)

Balance as of

May 31, 2022

(Total)

Assets

 

 

 

 

Common Stocks

$ 22,609,588

$                -

$                   -

$ 22,609,588

Money Market Fund

     3,085,413

                  -

                     -

     3,085,413

Total

$ 25,695,001

$                -

$                   -

$ 25,695,001





Towpath Technology Fund

Quoted Prices in

Active Markets for

Identical Assets

(Level 1)

Significant Other Observable Inputs

(Level 2)

Significant Unobservable Inputs

(Level 3)

Balance as of

May 31, 2022

(Total)

Assets

 

 

 

 

Common Stocks

$ 3,178,701

$                -

$                   -

$ 3,178,701

Money Market Fund

      329,076

                  -

                     -

      329,076

Total

$ 3,507,777

$                -

$                   -

$ 3,507,777


The Funds did not hold any Level 2 or Level 3 securities during the period presented. For a further breakdown of each investment by industry type, please refer to each Fund’s Schedule of Investments.


SECURITY TRANSACTION TIMING: For financial reporting purposes, investment transactions are accounted for on the trade date on the last business day of the reporting period.  Dividend income and distributions to shareholders are recognized on the ex-dividend date. Non-cash dividend income is recorded at fair market value of the securities received.  Interest income is recognized on an accrual basis.  The Funds use the specific identification method in computing gain or loss on sale of investment securities.  Discounts and premiums on securities purchased are accreted or amortized over the life of the respective securities using the effective interest method.  Withholding taxes on foreign dividends have been provided for in accordance with the Funds’ understanding of the appropriate country’s rules and tax rates.



Semi-Annual Report |  16


TOWPATH FUNDS


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MAY 31, 2022 (UNAUDITED)



FEDERAL INCOME TAXES: The Funds make no provision for federal income or excise tax. The Funds intend to qualify each year as “regulated investment companies” (“RIC”) under subchapter M of the Internal Revenue Code of 1986, as amended, by complying with the requirements applicable to RICs and by distributing substantially all of its taxable income. The Funds also intend to distribute sufficient net investment income and net capital gains, if any, so that it will not be subject to excise tax on undistributed income and gains. If the required amount of net investment income or gains is not distributed, the Funds could incur a tax expense. Therefore, no federal income tax or excise provision is required.


The Funds recognize the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained, assuming examination by tax authorities. Management has analyzed the Funds’ tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years (2020-2021) or expected to be taken in the Funds’ 2022 tax return. The Funds identify their major tax jurisdiction as U.S. federal and the Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.


The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations. During the six months ended May 31, 2022, the Funds did not incur any interest or penalties.


SHARE VALUATION: The Funds’ Net Asset Value (“NAV”) are calculated once daily at the close of regular trading hours on the New York Stock Exchange (the "NYSE") (generally 4:00 p.m. Eastern Time) on each day the NYSE is open. The NAV is determined by totaling the value of all portfolio securities, cash and other assets held by the Funds, and subtracting from that total all liabilities, including accrued expenses.  The total net assets are divided by the total number of shares outstanding for the Funds to determine the NAV of each share class.


DISTRIBUTIONS TO SHAREHOLDERS: The Funds typically distribute substantially all of their net investment income and realized gains in the form of dividends and taxable capital gains to its shareholders. The Funds intend to distribute dividends and capital gains at least annually. Distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their ultimate treatment for federal income taxes purposes. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of the net assets based on their ultimate characterization for federal income tax purposes.  Any such reclassifications will have no effect on net assets, results of operations or NAV per share of the Funds.



Semi-Annual Report |  17


TOWPATH FUNDS


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MAY 31, 2022 (UNAUDITED)



EXPENSES:  Expenses incurred by the Trust that do not relate to a specific fund of the Trust will be allocated to the individual funds based on each fund’s relative net assets or another appropriate basis (as determined by the Trustees).


USE OF ESTIMATES: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.


CASH AND CASH EQUIVALENTS: The Funds maintain their cash in an account at a custodian bank which, at times, may exceed federally insured limits. The Funds have not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on its cash deposits.


NOTE 3.  RELATED PARTY TRANSACTIONS AND OTHER AGREEMENTS


INVESTMENT ADVISER: Oelschlager Investments, LLC, serves as the Funds’ investment adviser. Pursuant to a management agreement, each Fund pays Oelschlager an investment advisory fee, computed and accrued daily and paid monthly, at an annual rate of 0.70% of each Fund's average daily net assets.  During the six months ended May 31, 2022 for the Focus Fund and the Technology Fund, the Adviser earned $83,695 and $11,652 in advisory fees, respectively.  At May 31, 2022, the Focus Fund owed the Adviser $10,389, while the Adviser owed the Technology Fund $2,873.


The Adviser has contractually agreed to reduce its fees and to reimburse expenses, at least through March 31, 2023, to ensure that the total annual operating expenses of the Funds, after fee waiver and reimbursement (exclusive of any 12b-1 fees, acquired fund fees and expenses, interest expenses, dividend expenses on short sales, taxes, brokerage commissions, expenses incurred in connection with any merger or reorganization, or extraordinary expenses such as litigation) will not exceed 1.10% of the average daily net assets of each Fund. These fee waivers and expense reimbursements are subject to possible recoupment from each Fund within three years after the waiver or reimbursement occurs, if such recoupment is approved by the Board. The Funds may only make a repayment to the Adviser if such repayment does not cause the applicable Fund’s expenses to exceed both 1) the expense cap in place of the time the expenses were waived, and 2) the Fund’s current expense cap. This agreement may be terminated only by the Board, on 60 days written notice to the Adviser. Fee waiver and reimbursement arrangements can decrease the Fund’s expenses and boost its performance.  During the six months ended May 31, 2022 for the Focus Fund and the Technology Fund, the Adviser waived $970 and $23,169 in advisory fees and expenses, respectively.  




Semi-Annual Report |  18


TOWPATH FUNDS


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MAY 31, 2022 (UNAUDITED)



Advisory fees waived and/or reimbursed expenses that may be subject to potential recoupment by the Adviser, as of the date such fees were waived, for the Focus Fund through November 30, 2024, are as follows:


Recoverable Through

 

Amount Recoverable

November 30, 2023

 

$57,574

November 30, 2024

 

$23,736


Advisory fees waived and/or reimbursed expenses that may be subject to potential recoupment by the Adviser, as of the date such fees were waived, for the Technology Fund through November 30, 2024, are as follows:


Recoverable Through

 

Amount Recoverable

November 30, 2024

 

$53,123


TRANSFER AGENT: An interested Trustee, Gregory B. Getts, is the owner/president of Mutual Shareholder Services, LLC ("MSS"), the Funds’ transfer agent and fund accountant.  MSS receives an annual fee from the Funds of $11.50 per shareholder or an annual minimum for transfer agency services. For its services as fund accountant, MSS receives an annual fee from the Funds based on the average net assets of each Fund. For the six months ended May 31, 2022, MSS earned $15,714 from the Focus Fund and $8,607 from the Technology Fund for transfer agent and accounting services. As of May 31, 2022, the Focus Fund and the Technology Fund owed MSS $2,849 and $1,395 for transfer agent and accounting services.


ADMINISTRATOR AND CCO: The Trust, on behalf of the Funds, also entered into Administration and Compliance Agreements with Empirical Administration, LLC ("Empirical") which provides for administration and compliance services to the Funds.  Brandon M. Pokersnik is the owner/president of Empirical, and also an employee of MSS.  Mr. Pokersnik serves as the Chief Compliance Officer and an officer of the Trust.  For the services Empirical provides under the Administration and Compliance Agreements, Empirical receives a total monthly fee of $1,000 from the Funds. For the six months ended May 31, 2022, Empirical earned $3,088 from the Focus Fund and $2,748 from the Technology Fund for these services. As of May 31, 2022, the Focus Fund and the Technology Fund owed Empirical $667 and $500.


UNDERWRITER: As of March 23, 2021, Ultimus Fund Distributors, LLC (the "Underwriter") (“Ultimus”) acts as the Funds' principal underwriter in a continuous offering of the Funds' shares.  The Underwriter is compensated by the Adviser, not the Funds, for acting as principal underwriter. For the six months ended May 31, 2022, Ultimus was paid $12,118.






Semi-Annual Report |  19


TOWPATH FUNDS


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MAY 31, 2022 (UNAUDITED)



NOTE 4.  INVESTMENT TRANSACTIONS


Investment transactions, excluding short-term investments, for the six months ended May 31, 2022 for the Focus Fund and the Technology Fund, were as follows:


 

Focus Fund

Technology Fund

Purchases

$ 4,763,861

$  977,437

Sales

$ 1,200,748

$  254,378


NOTE 5.  FEDERAL INCOME TAX


For federal income tax purposes, the cost of investments owned as of May 31, 2022 is $21,217,353 and $3,370,705 for the Focus Fund and Technology Fund, respectively. As of May 31, 2022, the gross unrealized appreciation on a tax basis totaled $5,136,922 and the gross unrealized depreciation totaled $659,274 for a net unrealized appreciation of $4,477,648 for the Focus Fund. As of May 31, 2022, the gross unrealized appreciation on a tax basis totaled $345,665 and the gross unrealized depreciation totaled $208,593 for a net unrealized appreciation of $137,072 for the Technology Fund.


As of November 30, 2021, the difference between book and tax basis unrealized appreciation was attributed to the deferral of wash sales.


As of November 30, 2021 the components of distributable earnings on a tax basis for the Focus Fund were as follows:


Undistributed ordinary income      

                $       733,162

Undistributed capital gain

         515,000

Net unrealized appreciation

                   

      3,844,740

Total

         

$    5,092,902


As of November 30, 2021 the components of distributable earnings on a tax basis for the Technology Fund were as follows:


Undistributed ordinary income      

                $         15,377

Undistributed capital gain

                    -

Net unrealized appreciation

                   

         273,601

Total

         

$       288,978


For the year ended November 30, 2021, there were ordinary income distributions of $403,015  for the Focus Fund. There were no distributions made for the period December 31, 2020 (commencement of investment operations) through November 30, 2021 for the Technology Fund.


For the six months ended May 31, 2022, there were ordinary income distributions of $133,653, short-term capital gains distributions of $601,307, and long-term capital gain



Semi-Annual Report |  20


TOWPATH FUNDS


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MAY 31, 2022 (UNAUDITED)



distributions of $512,459 for the Focus Fund. For the six months ended May 31, 2022, there were ordinary income distributions of $5,055 and short-term capital gains distributions of $16,726 for the Technology Fund.


NOTE 6.  BENEFICIAL OWNERSHIP


The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund, under Section 2(a)(9) of the 1940 Act.  As of May 31, 2022, Mark & Tina Oelschlager held approximately 39% and 23% of the voting securities of the Focus Fund and Technology Fund, respectively, and may be deemed to control the Funds.  


NOTE 7.  CONTINGENCIES AND COMMITMENTS


The Funds indemnify the Trust’s officers and Trustees for certain liabilities that might arise from their performance of their duties to the Funds.  Additionally, in the normal course of business the Funds enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote.


NOTE 8.  MARKET RISK


Overall market risks may also affect the value of the Funds. Factors such as domestic economic growth and market conditions, interest rate levels and political events affect the securities markets. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issue, climate change or climate change related events, recessions and depressions, or other events could have a significant impact on the Funds and their investments and may impair market liquidity, thereby increasing liquidity risk. The Funds could lose money over short periods due to short-term market movements and over longer periods during more prolonged market downturns.  During a general market downturn, multiple asset classes may be negatively affected. Changes in market conditions and interest rates can have the same impact on all types of securities and instruments.


An outbreak of infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December 2019 and has now been detected globally. This coronavirus has resulted in travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines, cancellations, supply chain disruptions, and lower consumer demand, as well as general concern and uncertainty. The impact of COVID-19, and other infectious illness outbreaks that may arise in the future, could adversely affect the economies of many nations or the entire global economy, individual issuers and capital markets in ways that cannot necessarily be



Semi-Annual Report |  21


TOWPATH FUNDS


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MAY 31, 2022 (UNAUDITED)



foreseen. In addition, the impact of infectious illnesses in emerging market countries may be greater due to generally less established healthcare systems. Public health crises caused by the COVID-19 outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally. The duration of the COVID-19 outbreak and its effects cannot be determined with certainty.


NOTE 9.  SECTOR CONCENTRATION RISK


Sector concentration risk is the possibility that securities within the same sector will decline in price due to sector-specific market or economic developments. If the Technology Fund invests more heavily in a particular sector, the value of its shares may be especially sensitive to factors and economic risks that specifically affect that sector. As a result, the Fund's share price may fluctuate more widely than the value of shares of a mutual fund that invests in a broader range of sectors. Additionally, some sectors could be subject to greater government regulation than other sectors. Therefore, changes in regulatory policies for those sectors may have a material effect on the value of securities issued by companies in those sectors.


NOTE 10.  SUBSEQUENT EVENTS


Management has evaluated the impact of all subsequent events on the Funds through the issuance date of these financial statements and has noted no such other events requiring accounting or disclosure.



Semi-Annual Report |  22


TOWPATH FUNDS


EXPENSE ILLUSTRATION

MAY 31, 2022 (UNAUDITED)



Expense Example


As a shareholder of the Fund(s), you incur ongoing costs which consist of, management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund(s) 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 six-month period, December 1, 2021 through May 31, 2022.


Actual Expenses


The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During the Period" to estimate the expenses you paid on your account during this period.


Hypothetical Example for Comparison Purposes


The second line of the table below provides information about hypothetical account values and hypothetical expenses based on each 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 each Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.


Towpath Focus Fund - Institutional Class

 

 

 

 

 

 

 

Beginning

Account Value

Ending

Account Value

Expenses Paid

During the Period*

 

December 1, 2021

May 31, 2022

December 1, 2021 to May 31, 2022

 

 

 

 

Actual

$1,000.00

$1,040.09

$5.59

Hypothetical

 

 

 

 (5% Annual Return before expenses)

$1,000.00

$1,019.45

$5.54

 

 

 

 

* Expenses are equal to the Fund's annualized expense ratio of 1.10%, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).




Semi-Annual Report |  23


TOWPATH FUNDS


EXPENSE ILLUSTRATION (CONTINUED)

MAY 31, 2022 (UNAUDITED)






Towpath Technology Fund - Institutional Class

 

 

 

 

 

 

 

Beginning

Account Value

Ending

Account Value

Expenses Paid

During the Period*

 

December 1, 2021

May 31, 2022

December 1, 2021 to

May 31, 2022

 

 

 

 

Actual

$1,000.00

$978.40

$5.43

Hypothetical

 

 

 

 (5% Annual Return before expenses)

$1,000.00

$1,019.45

$5.54

 

 

 

 

* Expenses are equal to the Fund's annualized expense ratio of 1.10%, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).




Semi-Annual Report |  24


TOWPATH FUNDS


ADDITIONAL INFORMATION

MAY 31, 2022 (UNAUDITED)



PROXY VOTING

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities and information regarding how the Funds voted proxies during the most recent 12 month period ended June 30, are available without charge upon request by (1) calling the Funds at 877-593-8637 and (2) from Fund documents filed with the Securities and Exchange Commission ("SEC") on the SEC's website at www.sec.gov.


PORTFOLIO HOLDINGS

The Funds file a complete schedule of investments with the SEC for the first and third quarter of each fiscal year on Form N-PORT.   The Form N-PORT filing must be made within 60 days of the end of the quarter. The Funds’ Form N-PORT are available on the SEC’s website at http://sec.gov.  You may also obtain copies by calling the Funds at 877-593-8637.


LIQUIDITY RISK MANAGEMENT PROGRAM

The Funds have adopted and implemented a written liquidity risk management program as required by Rule 22e-4 (the “Liquidity Rule”) under the Investment Company Act. The program is reasonably designed to assess and manage the Funds’ liquidity risk, taking into consideration, among other factors, the Funds’ investment strategy and the liquidity of its 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.


During the fiscal six months ended May 31, 2022, the Trust’s Liquidity Program Administrator (the “Administrator”) reviewed each Fund’s investments and determined that the Funds held adequate levels of cash and highly liquid investments to meet shareholder redemption activities in accordance with applicable requirements. Accordingly, the Administrator concluded that (i) the Funds’ liquidity risk management program is reasonably designed to prevent violations of the Liquidity Rule and (ii) the Funds’ liquidity risk management program has been effectively implemented.
















Semi-Annual Report |  25




This Page Was Left Blank Intentionally

































Semi-Annual Report |  26






INVESTMENT ADVISER

Oelschlager Investments, LLC



INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cohen & Company, Ltd.


 

LEGAL COUNSEL

Thompson Hine LLP

 


CUSTODIAN

U.S. Bank N.A.

 


TRANSFER AGENT AND FUND ACCOUNTANT

Mutual Shareholder Services, LLC  



DISTRIBUTOR

Ultimus Fund Distributors, LLC














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 Companies.  Not applicable.


Item 6.  Schedule of Investments.  Not applicable – schedule filed with Item 1.


Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds.  Not applicable.


Item 8.  Portfolio Managers of Closed-End Funds.  Not applicable.


Item 9.  Purchases of Equity Securities by Closed-End Funds.  Not applicable.


Item 10.  Submission of Matters to a Vote of Security Holders.  


The registrant has not adopted procedures by which shareholders may recommend nominees to the registrant's board of trustees.


Item 11.  Controls and Procedures.


(a) The registrant’s president and chief financial officer concluded that the disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) were effective as of a date within 90 days of the filing date of this report, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act.


(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 registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.


Item 12.  Exhibits.  


(a)(1)

EX-99.CODE ETH.  Not applicable.


(a)(2)

EX-99.CERT.  Filed herewith.


(a)(3)

Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.  Not applicable.


(b)

EX-99.906CERT.  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.



MSS SERIES TRUST


By /s/ Gregory B. Getts, President

     Gregory B. Getts

     President


Date: July 29, 2022



Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By /s/Gregory B. Getts, President

      Gregory B. Getts

      President


Date: July 29, 2022


By /s/Brandon M. Pokersnik

      Brandon M. Pokersnik

      Secretary


Date: July 29, 2022




CERTIFICATION



I, Gregory B. Getts, certify that:


1. I have reviewed this report on Form N-CSR of the MSS SERIES TRUST ;


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


3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;


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


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


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


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


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


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


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


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



Date: July 29, 2022

/s/ Gregory B. Getts

Gregory B. Getts

President




CERTIFICATION


I, Brandon M. Pokersnik, certify that:


1. I have reviewed this report on Form N-CSR of the MSS SERIES TRUST ;


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


3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;


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


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


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


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


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


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


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


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



Date: July 29, 2022

/s/ Brandon M. Pokersnik

Brandon M. Pokersnik

Principal Financial Officer




EX-99.906CERT




CERTIFICATION

Gregory B. Getts, President, and Brandon M. Pokersnik, Principal Financial Officer of MSS SERIES TRUST (the “Registrant”), each certify to the best of his or her knowledge that:

1.

The Registrant’s periodic report on Form N-CSR for the period ended May 31, 2022 (the “Form N-CSR”) fully complies with the requirements of Sections 15(d) of the Securities Exchange Act of 1934, as amended; and

2.

The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

President

Principal Financial Officer

MSS Series Trust

MSS Series Trust



/s/ Gregory B. Getts

/s/ Brandon M. Pokersnik

Gregory B. Getts

Brandon M. Pokersnik

Date: July 29, 2022

Date: July 29, 2022



A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to MSS Series Trust and will be retained by MSS Series Trust and furnished to the Securities and Exchange Commission (the “Commission”) or its staff upon request.


This certification is being furnished to the Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR filed with the Commission.






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