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, Ohio 43215
Registrant’s Telephone Number, including Area Code: (440) 922-0066
Date of fiscal year end: July 31
Date of reporting period: July 31, 2017
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.
THE FALLEN ANGELS INCOME FUND
ANNUAL REPORT
JULY 31, 2017
![[ammannual001.jpg]](https://capedge.com/proxy/N-CSR/0001162044-17-000926/ammannual001.jpg)
Series Trust
MSS SERIES TRUST
THE FALLEN ANGELS INCOME FUND
PRESIDENT’S MESSAGE TO FELLOW SHAREHOLDERS
JULY 31, 2017 (UNAUDITED)
Dear Shareholder,
Contributors and Detractors to Fund Performance
The Fallen Angels Income Fund:
For the fiscal year ended July 31, 2017, the Fallen Angels Income Fund had a total return of 8.52%, while its benchmark, the Dow Jones Moderate Portfolio Index had a total return of 9.05%.
The Fallen Angels Income Fund’s top equity contributors for the fiscal year included Apple Inc., J.P. Morgan Chase, and Morgan Stanley. The top fixed income contributor was a corporate bond, Under Armour 3.25% due (6/15/2026). Morgan Stanley was purchased in the Fallen Angels Income Fund on September 8, 2016. Morgan Stanley is heavily involved in investment banking and trading but the revenue and returns from these two business lines are cyclical and fluctuate from year-to-year. The company is leveraging its relationships and connections with high net worth individuals to build out its wealth management and lending businesses. Morgan Stanley is focusing on the highly recurring and highly predictable revenue that the fees from wealth management offer. Our investment in Morgan Stanley immediately benefitted from the 2016 Presidential election. The election of Donald Trump raised expectations for higher interest rates, reduced corporate and individual tax rates, and the end of the Department of Labor’s Fiduciary rule. All three would benefit Morgan Stanley. Since our purchase Morgan Stanley’s stock price appreciated 47.62%.
Top equity detractors for the fiscal year performance included General Electric, Qualcomm, and ExxonMobil. The top detractor among the Fund’s fixed income positions was Teva Pharmaceuticals Convertible Preferred. Qualcomm’s broadband chip business is the tollbooth to the mobile world. The broadband chip connects a mobile phone to its carrier’s signal. Qualcomm earns royalty fees from every mobile phone sold. With increasing competition in smartphones, mobile phone manufacturers do not want to pay the high royalty rates Qualcomm deserves. Qualcomm’s business model has been under siege. First it was China and Chinese manufacturers that withheld royalty payments as the Chinese regulators investigated whether Qualcomm was operating as a monopoly. Qualcomm settled with China’s regulators. Then Korean regulators ruled against Qualcomm and its business practices. The E.U and the U.S. both still have ongoing investigations into Qualcomm’s business practices. Then Apple filed a lawsuit against Qualcomm arguing that Qualcomm’s royalty rates were too high. Qualcomm charges royalties based on a percentage of the smartphone’s selling price. Apple argues Qualcomm does not have a right to the higher smartphone prices due to the improvements that Apple and other smartphone manufacturers have created. The case is still ongoing. The uncertainty around Qualcomm’s chip licensing business, which generates the bulk of Qualcomm’s profits and cash flow, has caused Qualcomm’s stock price to decline.
The Fallen Angels Income Fund remains overweight equities, below investment grade bonds, and cash compared to its benchmark. The Fund’s overweight cash position
1
MSS SERIES TRUST
THE FALLEN ANGELS INCOME FUND
PRESIDENT’S MESSAGE TO FELLOW SHAREHOLDERS (CONTINUED)
JULY 31, 2017 (UNAUDITED)
detracted from performance when compared to its benchmark. The Fund’s benchmark has a lower weighting to equities and a larger weighting to investment grade bonds.
As always, we feel immensely privileged to be entrusted with the stewardship of your capital and can assure you that we will continue to do our best every day to grow your wealth.
Gabriel Wisdom, Michael Moore, Glenn Busch
Portfolio Managers, The Fallen Angels Income Fund
2
MSS SERIES TRUST
THE FALLEN ANGELS INCOME FUND
PERFORMANCE ILLUSTRATION
JULY 31, 2017 (UNAUDITED)
AVERAGE ANNUAL TOTAL RETURN
Periods Ended 7/31/2017
FUND/INDEX | One Year | Five Year | Ten Year | Since Inception * |
The Fallen Angels Income Fund | 8.52% | 8.10% | 4.21% | 3.95% |
Dow Jones Moderate Portfolio Index | 9.05% | 8.04% | 5.51% | 5.85% |
![[ammannual003.gif]](https://capedge.com/proxy/N-CSR/0001162044-17-000926/ammannual003.gif)
* The chart assumes an initial gross investment of $10,000 made on 11/10/2006 (inception).
Performance is historical and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares. Current performance may be higher or lower than performance quoted. Returns are shown after the deduction of expenses. The Fund’s investment objectives, risks, and expenses must be considered carefully before investing. Performance data current to the most recent month-end may be obtained by calling (866) 663-8023.
The Dow Jones Moderate Portfolio is a member of the Dow Jones Relative Risk Indexes that measures the performance of conservative, moderate and aggressive portfolios based on incremental levels of potential risk. The indexes are designed to systematically measure various levels of risk relative to the risk of a global all-stock index. Investors can identify an appropriate benchmark as the index that has the most similar historic risk characteristics. Investors cannot invest directly in an index.
Per the Fund's December 1, 2016 prospectus, the Fund's total annual operating expense ratio is 2.37%.
3
MSS SERIES TRUST
THE FALLEN ANGELS INCOME FUND
PORTFOLIO ANALYSIS
JULY 31, 2017 (UNAUDITED)
The following chart gives a visual breakdown of the Fund by the industry sectors the underlying securities represent as a percentage of the portfolio of investments.
![[ammannual005.gif]](https://capedge.com/proxy/N-CSR/0001162044-17-000926/ammannual005.gif)
Portfolio composition is shown as of July 31, 2017 and is subject to change. Industry sector classifications are from Morningstar ®, and should not be used for compliance testing purposes.
Excludes securities sold short.
4
MSS SERIES TRUST
THE FALLEN ANGELS INCOME FUND
SCHEDULE OF INVESTMENTS
JULY 31, 2017
Shares |
|
| Value |
|
|
|
|
COMMON STOCKS - 68.31% |
| ||
|
|
|
|
Consumer Discretionary - 10.21% |
| ||
4,265 |
| Hilton Hotels Corp. | $ 266,690 |
1,630 |
| McDonalds Corp. | 252,878 |
2,415 |
| The Walt Disney Co. | 265,481 |
3,330 |
| Yum! Brands, Inc. | 251,348 |
|
|
| 1,036,397 |
Consumer Staples - 10.29% |
| ||
2,405 |
| Anheuser-Busch InBev SA ADR | 290,187 |
2,105 |
| PepsiCo, Inc. | 245,464 |
2,045 |
| Philip Morris International, Inc. | 238,672 |
2,980 |
| Procter & Gamble Co. | 270,644 |
|
|
| 1,044,967 |
Energy - 2.19% |
| ||
2,780 |
| Exxon Mobil Corp. | 222,511 |
|
|
|
|
Financials - 13.67% |
| ||
655 |
| BlackRock, Inc. | 279,377 |
2,910 |
| JP Morgan Chase & Co. | 267,138 |
5,890 |
| Morgan Stanley | 276,241 |
4,550 |
| Wells Fargo & Co. | 245,427 |
3,215 |
| Visa, Inc. Class A | 320,085 |
|
|
| 1,388,268 |
Healthcare - 11.09% |
| ||
4,045 |
| AbbVie, Inc. | 282,786 |
2,185 |
| Johnson & Johnson | 289,993 |
3,465 |
| Novartis AG ADR | 295,218 |
7,770 |
| Pfizer, Inc. | 257,653 |
|
|
| 1,125,650 |
Industrials - 6.69% |
| ||
7,920 |
| General Electric Co. | 202,831 |
2,035 |
| Norfolk Southern Corp. | 229,100 |
2,400 |
| Union Pacific Corp. | 247,104 |
|
|
| 679,035 |
Information Technology - 12.21% |
| ||
1,625 |
| Apple, Inc. | 241,686 |
2,430 |
| MasterCard, Inc. | 310,554 |
3,415 |
| Microsoft Corp. | 248,271 |
4,100 |
| Paychex, Inc. | 237,185 |
3,810 |
| Qualcomm, Inc. | 202,654 |
|
|
| 1,240,350 |
ADR - American Depository Receipt.
The accompanying notes are an integral part of these financial statements.
5
MSS SERIES TRUST
THE FALLEN ANGELS INCOME FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
JULY 31, 2017
Shares |
|
| Value |
|
| ||
Materials - 1.96% |
| ||
1,705 |
| Monsanto Co. | $ 199,178 |
|
|
|
|
Transportation - 0.00% |
| ||
45,000 |
| Sea Containers Ltd. Class A (Bermuda) † * | - |
|
|
|
|
TOTAL FOR COMMON STOCKS (Cost $5,226,329) - 68.31% | 6,936,356 | ||
|
|
|
|
PREFERRED SECURITIES - 13.22% |
| ||
|
|
|
|
Financials - 6.85% |
| ||
201 |
| Bank of America Corp., Series L, 7.25%, 12/31/49 | 260,898 |
8,787 |
| Charles Schwab Corp., Series B, 6.00%, 12/31/49 | 226,529 |
8,100 |
| Discover Financial Services, Series B, 6.50%, 12/31/49 | 208,008 |
|
|
| 695,435 |
Healthcare - 4.01% |
| ||
248 |
| Allergan Plc., Mandatory, 5.50%, 03/01/18 (Ireland) | 221,714 |
318 |
| Teva Pharmaceutical Industries Ltd., 7.00%, 12/15/18 (Israel) | 185,712 |
|
|
| 407,426 |
Real Estate - 2.36% |
| ||
8,380 |
| American Homes 4 Rent, Series A, 5.00%, 12/31/49 | 239,249 |
|
|
|
|
TOTAL FOR PREFERRED SECURITIES (Cost $1,337,372) - 13.22% | 1,342,110 | ||
|
|
|
|
Par Value |
|
| Value |
|
|
|
|
CORPORATE BONDS - 7.39% |
| ||
|
|
|
|
Consumer Cyclical - 0.98% |
| ||
100,000 |
| Amazon.com, Inc., 1.20%, 11/29/17 | 99,927 |
|
|
|
|
Consumer Discretionary - 4.39% |
| ||
220,000 |
| Under Armour, Inc., 3.25%, 06/15/26 | 204,919 |
235,000 |
| Yum! Brands, Inc., 3.75%, 11/01/21 | 240,288 |
|
|
| 445,207 |
Information Technology - 2.02% |
| ||
200,000 |
| Verisign, Inc., 4.625%, 05/01/23 | 205,500 |
|
|
|
|
|
|
|
|
TOTAL FOR CORPORATE BONDS (Cost $728,806) - 7.39% | 750,634 | ||
* Non-income producing security during the period.
† This security has been valued according to the fair value pricing policies of the Fund.
The accompanying notes are an integral part of these financial statements.
6
MSS SERIES TRUST
THE FALLEN ANGELS INCOME FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
JULY 31, 2017
Shares |
|
| Value |
|
|
|
|
STRUCTURED NOTES - 2.11% |
| ||
|
|
|
|
Financials - 2.11% |
| ||
25,000 |
| JP Morgan Chase & Co., 3.00%, 08/31/28 ** | $ 18,625 |
13,000 |
| Morgan Stanley, 10.00%, 12/31/34 | 9,880 |
14,000 |
| Morgan Stanley, 7.15%, 08/30/28 ** | 14,566 |
24,000 |
| Morgan Stanley, 7.00%, 09/30/30 | 24,620 |
10,000 |
| Morgan Stanley, 3.888%, 08/19/33 ** | 7,588 |
5,000 |
| Morgan Stanley, 4.94%, 08/29/34 ** | 3,794 |
25,000 |
| Morgan Stanley, 3.888%, 08/19/28 ** | 19,063 |
25,000 |
| Morgan Stanley, 4.632%, 09/27/28 ** | 20,188 |
22,000 |
| Morgan Stanley, 4.94%, 06/30/34 ** | 16,500 |
20,000 |
| Morgan Stanley, 5.928%, 03/31/35 ** | 15,900 |
34,000 |
| Natixis U.S. LLC., 2.655%, 08/29/33 ** | 23,800 |
10,000 |
| Natixis U.S. LLC., 2.66%, 04/30/34 ** | 7,700 |
15,000 |
| Natixis U.S. LLC., 4.056%, 03/31/34 ** | 11,494 |
10,000 |
| Natixis U.S. LLC., 6.916%, 10/31/34 ** | 7,300 |
10,000 |
| Nomura, 2.848%, 05/30/2034 | 6,863 |
10,000 |
| The Bank of Nova Scotia, 1.848%, 08/28/34 (Canada) ** | 6,657 |
TOTAL FOR STRUCTURED NOTES (Cost $215,974) - 2.11% | 214,538 | ||
|
|
|
|
U.S. GOVERNMENT AGENCIES & OBLIGATIONS - 2.46% |
| ||
250,000 |
| US Treasury Bill, 0.00%, 09/28/17 | 249,602 |
TOTAL FOR U.S. GOVERNMENT AGENCIES & OBLIGATIONS (Cost $249,624) - 2.46% | 249,602 | ||
|
|
|
|
MONEY MARKET FUND - 6.82% |
| ||
692,600 |
| First American Treasury Obligation Fund Class Z 0.75% ** | 692,600 |
MONEY MARKET FUND (Cost $692,600) - 6.82% | 692,600 | ||
|
|
|
|
TOTAL INVESTMENTS (Cost $8,450,705) - 100.31% | 10,185,840 | ||
|
|
|
|
LIABILITIES LESS OTHER ASSETS, NET - (0.31)% | (32,193) | ||
|
|
|
|
NET ASSETS - 100.00% | $ 10,153,647 | ||
** Variable rate security; the coupon rate shown represents the yield at July 31, 2017.
The accompanying notes are an integral part of the financial statements.
7
MSS SERIES TRUST
THE FALLEN ANGELS INCOME FUND
SCHEDULE OF SECURITIES SOLD SHORT
JULY 31, 2017
Shares |
|
| Value |
|
|
|
|
COMMON STOCKS |
| ||
|
|
|
|
Consumer Discretionary |
| ||
230 |
| Tesla, Inc. * | $ 74,398 |
|
|
|
|
Information Technology |
| ||
379 |
| FleetCor Technologies, Inc. * | 57,631 |
|
|
|
|
TOTAL COMMON STOCKS (Proceeds $99,526) | 132,029 | ||
|
|
|
|
TOTAL SECURITIES SOLD SHORT (Proceeds $99,526) | $ 132,029 | ||
* Non-income producing security during the period.
The accompanying notes are an integral part of these financial statements.
8
MSS SERIES TRUST
THE FALLEN ANGELS INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES
JULY 31, 2017
Assets: |
|
|
Investments in Securities, at Value (Cost $8,450,705) | $ 10,185,840 | |
Cash |
| 118,522 |
Receivables: |
| |
Dividends and Interest | 16,636 | |
Prepaid Expenses | 2,059 | |
Total Assets | 10,323,057 | |
Liabilities: |
|
|
Securities Sold Short, at Value (Proceeds $99,526) | 132,029 | |
Payables: |
| |
Management Fees | 8,596 | |
Administrative Fees | 2,011 | |
Transfer Agent & Accounting Fees | 1,638 | |
Distribution Fees | 2,146 | |
Shareholder Redemption | 7,260 | |
Accrued Expenses | 15,730 | |
Total Liabilities | 169,410 | |
Net Assets |
| $ 10,153,647 |
|
|
|
Net Assets Consist of: |
| |
Paid In Capital | $ 10,883,825 | |
Accumulated Undistributed Net Investment Income | 23,032 | |
Accumulated Realized Loss on Investments | (2,455,842) | |
Unrealized Appreciation in Value of Investments | 1,702,632 | |
Net Assets, for 915,614 Shares Outstanding | $ 10,153,647 | |
|
|
|
Net Asset Value Per Share | $ 11.09 | |
The accompanying notes are an integral part of the financial statements.
9
MSS SERIES TRUST
THE FALLEN ANGELS INCOME FUND
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JULY 31, 2017
Investment Income: |
| |
Dividends (net of foreign withholding of $5,552) | $ 271,267 | |
Interest |
| 48,417 |
Total Investment Income | 319,684 | |
|
|
|
Expenses: |
|
|
Advisory | 101,870 | |
Administrative | 15,544 | |
Distribution (12b-1) | 25,468 | |
Transfer Agent | 30,478 | |
Registration | 3,303 | |
Custodian | 8,197 | |
Audit |
| 12,765 |
Legal |
| 18,001 |
Trustee |
| 3,283 |
Printing and Mailing | 1,400 | |
Miscellaneous | 4,222 | |
Total Expenses | 224,531 | |
|
|
|
Net Investment Income | 95,153 | |
|
|
|
Realized and Unrealized Gain (Loss) on: |
| |
Realized Gain on Investments | 578,508 | |
Realized Loss on Options | (412) | |
Capital Gain Distributions from Portfolio Companies | 1,749 | |
Net Change in Unrealized Appreciation on: |
| |
Investments | 158,893 | |
Net Realized and Unrealized Gain on Investments | 738,738 | |
|
|
|
Net Increase in Net Assets Resulting from Operations | $ 833,891 | |
The accompanying notes are an integral part of the financial statements.
10
MSS SERIES TRUST
THE FALLEN ANGELS INCOME FUND
STATEMENTS OF CHANGES IN NET ASSETS
|
| Years Ended | ||
|
| 7/31/2017 |
| 7/31/2016 |
Increase (Decrease) in Net Assets From Operations: |
|
|
| |
Net Investment Income | $ 95,153 |
| $ 72,439 | |
Net Realized Gain (Loss) on Investments & Options | 578,096 |
| (121,984) | |
Capital Gain Distributions from Portfolio Companies | 1,749 |
| 319 | |
Unrealized Appreciation on Investments & Options | 158,893 |
| 674,885 | |
Net Increase in Net Assets Resulting from Operations | 833,891 |
| 625,659 | |
|
|
|
|
|
Distributions to Shareholders: |
|
|
| |
Net Investment Income | (89,808) |
| (79,601) | |
Realized Gain | - |
| - | |
Total Distributions Paid to Shareholders | (89,808) |
| (79,601) | |
|
|
|
|
|
Capital Share Transactions | (1,264,950) |
| 390,311 | |
|
|
|
|
|
Total Increase (Decrease) in Net Assets | (520,867) |
| 936,369 | |
|
|
|
|
|
Net Assets: |
|
|
|
|
Beginning of Year | 10,674,514 |
| 9,738,145 | |
|
|
|
|
|
End of Year (Including Undistributed Net Investment Income of $23,032 and $17,687, respectively) |
|
|
| |
$10,153,647 |
| $10,674,514 | ||
The accompanying notes are an integral part of the financial statements.
11
MSS SERIES TRUST
THE FALLEN ANGELS INCOME FUND
FINANCIAL HIGHLIGHTS
SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD.
|
| Years Ended | ||||
|
| 7/31/2017 | 7/31/2016 | 7/31/2015 | 7/31/2014 | 7/31/2013 |
|
|
|
|
|
|
|
Net Asset Value, at Beginning of Year | $ 10.31 | $ 9.85 | $ 9.96 | $ 9.19 | $ 7.96 | |
|
|
|
|
|
|
|
Income (Loss) From Investment Operations: |
|
|
|
|
| |
Net Investment Income * | 0.10 | 0.07 | 0.13 | 0.14 | 0.18 | |
Net Gain (Loss) on Securities (Realized and Unrealized) | 0.77 | 0.46 | (0.10) | 0.74 | 1.19 | |
Total from Investment Operations | 0.87 | 0.53 | 0.03 | 0.88 | 1.37 | |
|
|
|
|
|
|
|
Distributions: |
|
|
|
|
|
|
Net Investment Income | (0.09) | (0.07) | (0.14) | (0.11) | (0.14) | |
Realized Gains | - | - | - | - | - | |
Total from Distributions | (0.09) | (0.07) | (0.14) | (0.11) | (0.14) | |
|
|
|
|
|
|
|
Net Asset Value, at End of Year | $ 11.09 | $ 10.31 | $ 9.85 | $ 9.96 | $ 9.19 | |
|
|
|
|
|
|
|
Total Return ** | 8.52% | 5.47% | 0.29% | 9.59% | 17.35% | |
|
|
|
|
|
|
|
Ratios/Supplemental Data: |
|
|
|
|
| |
Net Assets at End of Year (Thousands) | $ 10,154 | $ 10,675 | $ 9,738 | $ 10,205 | $ 9,559 | |
Ratio of Expenses to Average Net Assets | 2.19% | 2.36% | 2.39% | 2.32% | 2.49% | |
Ratio of Net Investment Income to Average Net Assets | 0.93% | 0.70% | 1.25% | 1.39% | 2.10% | |
Portfolio Turnover | 14.53% | 26.89% | 35.17% | 66.27% | 43.58% | |
* Per share net investment income has been determined on the basis of average shares outstanding during the period.
** Assumes reinvestment of dividends.
The accompanying notes are an integral part of the financial statements.
12
MSS SERIES TRUST
THE FALLEN ANGELS INCOME FUND
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2017
Note 1. Organization
The Fallen Angels Income Fund (the “Fund”) is a diversified series of MSS Series Trust (the “Trust”) (formerly known as “AMM Funds”), an open-end investment company that was organized as an Ohio business trust on June 20, 2006. The Fund commenced operations on November 10, 2006. The Trust is permitted to issue an unlimited number of shares of beneficial interest of separate series. The Fund is the only series currently authorized by the Trust’s Board of Trustees (“the Board”). The investment adviser to the Fund is American Money Management, LLC (the “Advisor”).
The Fund’s investment objective is to seek high current income with the potential for capital appreciation.
Note 2. Summary of Significant Accounting Policies
The following is a summary of the significant accounting policies followed by the Fund in the preparation of the financial statements. The Fund is an investment company that follows the accounting and reporting guidance of Accounting Standards Codification Topic 946 and ASU 2013-08 applicable to investment companies.
Security Valuation: All investments in securities are recorded at their estimated fair value, as described in Note 3.
Option Writing – When the 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 fair value of the option written. Premiums received from writing options that expire unexercised are treated by the Fund on the expiration date as realized gains from investments. 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 or currency in determining whether the Fund has realized a gain or loss. If a put option is exercised, the premium reduces the cost basis of the securities purchased by the Fund. The Fund as writer of an option bears the market risk of an unfavorable change in the price of the security underlying the written option. See Note 7 for additional disclosure on the Fund's option transactions during the year.
Repurchase Agreements – In connection with transactions in repurchase agreements, it is the Fund’s policy that its custodian take possession of the underlying collateral securities, the fair value of which exceeds the principal amount of the repurchase transaction, including accrued interest, at all times. If the seller defaults, and the fair value of the collateral declines, realization of the collateral by the Fund may be delayed or limited.
Financial Futures Contracts – The Fund may invest in financial futures contracts solely for the purpose of hedging its existing portfolio securities, or securities that the Fund intends to purchase, against fluctuations in fair value caused by changes in prevailing market interest rates. Upon entering into a financial futures contract, the Fund is required
13
MSS SERIES TRUST
THE FALLEN ANGELS INCOME FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JULY 31, 2017
to pledge to the broker an amount of cash, U.S. government securities, or other assets, equal to a certain percentage of the contract amount (initial margin deposit). Subsequent payments, known as “variation margin,” are made or received by the Fund each day, depending on the daily fluctuations in the fair value of the underlying security. The Fund recognizes a gain or loss equal to the daily variation margin. Should market conditions move unexpectedly, the Fund may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. The use of futures transactions involves the risk of imperfect correlation in movements in the price of futures contracts, interest rates, and the underlying hedged assets.
Short Sales – The Fund may sell a security that they do not own in anticipation of a decline in the fair value of that security. When the Fund sells a security short, it must borrow the security sold short and deliver it to the broker-dealer through which it made the short sale. A gain, limited to the price at which the Fund sold the security short, or a loss, unlimited in size, will be recognized upon the termination of a short sale.
Federal Income Taxes – The Fund’s policy is to continue to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies and to distribute all its taxable income to its shareholders. The Fund also intends 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. Therefore, no federal income tax provision is required.
The Fund recognizes 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 Fund’s 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 (July 31, 2014 through July 31, 2016) or expected to be taken in the Fund’s July 31, 2017 tax returns. The Fund identifies its major tax jurisdiction as U.S. Federal, however, the Fund is 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.
Share Valuation – The price (net asset value) of the shares of the Fund is determined as of the close of the New York Stock Exchange (generally 4:00 p.m. Eastern time) on each day the Fund is open for business and on any other day on which there is sufficient trading in the Fund’s securities to materially affect the net asset value. The Fund is normally open for business on every day except Saturdays, Sundays and the following holidays: New Year’s Day, Martin Luther King Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.
Security Transaction Timing – Security transactions are recorded on the dates transactions are entered into (the trade dates). Dividend income and distributions to shareholders are recognized on the ex-dividend date. Interest income is recognized on an accrual basis. The Fund uses the identified cost basis in computing gain or loss on sale of investment securities. Discounts and premiums on securities purchased are amortized
14
MSS SERIES TRUST
THE FALLEN ANGELS INCOME FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JULY 31, 2017
over the life of the respective securities. Withholding taxes on foreign dividends are provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.
Distributions to Shareholders – The Fund typically will distribute substantially all of its net investment income in the form of dividends and capital gains to its shareholders. The Fund will distribute dividends monthly and capital gains annually, and expects that distributions will consist primarily of ordinary income. Distributions will be recorded on ex-dividend date.
Reclassifications – In accordance with GAAP, the Fund recorded a permanent book/tax difference of $680,645 from realized loss to paid in capital. The reclassification is due to the expiration of capital loss carryforwards at July 31, 2017. The reclassification has no impact on the net asset value of the Fund and is designed generally to present undistributed income and net realized gains on a tax basis, which is considered to be more informative to shareholders.
Use of Estimates – The preparation of financial statements in conformity with generally accepted accounting principles 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 increase and decreases in net assets from operations during the reporting period. Actual results could differ from these estimates.
Expenses – Expenses of the Trust that are directly identifiable to a specific fund are charged to that fund. Expenses which are not readily identifiable to a specific fund are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative sizes of the funds in the Trust.
Note 3. Security Valuations
Processes and Structure
The Board has adopted guidelines for valuing securities and other derivative instruments including in circumstances in which market quotes are not readily available, and has delegated to the Advisor to apply those methods in making fair value determinations, subject to board oversight. In accordance with the Trust’s good faith pricing guidelines, the Advisor is required to consider all appropriate factors relevant to the value of securities for which it had determined other pricing sources are not available or reliable as described above. No single standard for determining fair value controls, since fair value depends upon the circumstances of each individual case. As a general principle, the current fair value of an issue of securities being valued by the Advisor would appear to be the amount which the owner might reasonably expect to receive for them upon their current sale. Methods which are in accord with this principle may, for example, be based on (i) a multiple of earnings; (ii) a discount from market of a similar freely traded security (included a derivative security or a basket of securities traded on other markets, exchanges or among dealers); or (iii) yield to maturity with respect to debt issues, or a combination of these and other methods.
15
MSS SERIES TRUST
THE FALLEN ANGELS INCOME FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JULY 31, 2017
Hierarchy of Fair Value Inputs
The Fund utilizes various methods to measure the fair value of most of the investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The three levels of inputs are as follows:
·
Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that the company has 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.
·
Level 3. Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the company's 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 availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
Fair Value Measurements
A description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis follows.
Equity securities (common and preferred stocks, real estate investment trusts). 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
16
MSS SERIES TRUST
THE FALLEN ANGELS INCOME FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JULY 31, 2017
equities traded on inactive markets or valued by reference to similar instruments are also categorized in Level 2.
Fixed income securities (corporate bonds and structured notes). The fair value of fixed income securities is estimated using various techniques, which may consider recently executed transactions in securities of the issuer or comparable issuers, market price quotations (when observable), bond spreads, fundamental data relating to the issuer, and credit default swap spreads adjusted for any basis difference between cash and derivative instruments. Although most fixed income securities are categorized in Level 2 of the fair value hierarchy, in instances when lower relative weight is placed on transaction prices, quotations, or similar observable inputs, they are categorized in Level 3.
U.S. government securities - U.S. government securities are normally valued using a model that incorporates market observable data, such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations. U.S. government securities are categorized in Level 1 or Level 2 of the fair value hierarchy, depending on the inputs used and market activity levels for specific securities. US Treasury Bills with a maturity of 60 days or less are valued using amortized cost and included in Level 2 of the fair value hierarchy.
Derivative Instruments (equity options) – Listed derivatives that are actively traded, and valuations adjustments are not applied, are valued based on quoted prices from the exchange and categorized in Level 1 of the fair value hierarchy.
The following table summarizes the inputs used to value the Fund’s assets and liabilities measured at fair value as of July 31, 2017:
| Financial Instruments—Liabilities | |||
|
|
|
|
|
Categories | Level 1 | Level 2 | Level 3 | Fair Value |
|
|
|
|
|
Common Stocks * | $ 132,029 | $ - | $ - | $ 132,029 |
Total | $ 132,029 | $ - | $ - | $ 132,029 |
* Industry classifications for these categories are detailed in the Schedule of Investments.
17
MSS SERIES TRUST
THE FALLEN ANGELS INCOME FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JULY 31, 2017
The Fund did not hold any Level 3 assets (those valued using significant unobservable inputs) at any time during the year ended July 31, 2017. Therefore a reconciliation of assets in which significant unobservable inputs were used in determining fair value is not applicable. The Fund considers transfers into and out of Level 1 and Level 2 as of the end of the reporting period.
Fair Valuation- The investment in 45,000 shares of Sea Containers Ltd., in the Fund, has been valued at $0.00 per share. This security has been valued according to the fair value pricing policies of the Fund.
Note 4. Investment Management Agreement
The Trust has entered into a management agreement (the “Management Agreement”) with the Advisor pursuant to which the Advisor, subject to the supervision of the Board, provides, or arranges to be provided, to the Fund investment advice and will furnish or arrange to be furnished a continuous investments program for the Fund consistent with the Fund’s investment objective and policies. Under the Management Agreement, the Fund will pay the Advisor a monthly fee based on the Fund’s average daily net assets at the annual rate of 1.00%. For the year ended July 31, 2017, the Advisor earned a fee of $101,870 for the Fund. The Fund owed the Advisor management fees of $8,596 as of July 31, 2017.
Note 5. Rule 12b-1 Plan
The Trust has adopted with respect to the Fund, a Plan pursuant to Rule 12b-1 under the 1940 Act whereby the Fund pays the Advisor for certain distribution and promotion expenses activities which are primarily intended to result in the sale of the Fund’s shares, including, but not limited to: advertising, printing of prospectuses and reports for prospective shareholders, preparation and distribution of advertising materials and sales literature, and payments to dealers and shareholder servicing agents who enter into agreements with the Fund. The Fund incurs such distribution expenses at the rate of 0.25% per annum of the Fund’s average daily net assets. For the year ended July 31, 2017, the Fund accrued distribution (12b-1) fees under the Plan of $25,468. The Fund owed the Advisor $2,146 for distribution fees as of July 31, 2017.
Note 6. Related Party Transactions
An interested Trustee, Gregory B. Getts, is the owner/president of Mutual Shareholder Services, LLC (“MSS”), the Fund’s transfer agent and fund accountant. MSS receives an annual fee from the Trust of $11.50 per shareholder (subject to a minimum monthly fee of $775.00 per Fund) for the transfer agency services. For its services as fund accountant, MSS receives an annual fee from the Trust based on the average value of the Fund. These fees are: from $0 to $25 million in assets the annual fee is $21,000, from $25 million to $50 million in assets the annual fee is $30,500, from $50 million to $75 million in assets the annual fee is $36,250, from $75 million to $100 million in assets the annual fee is $42,000, from $100 million to $125 million in assets the annual fee is $47,750, from $125 million to $150 million in assets the annual fee is $53,500, and for asset above $150 million the annual fee is $59,250. For the year ended July 31, 2017, MSS earned
18
MSS SERIES TRUST
THE FALLEN ANGELS INCOME FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JULY 31, 2017
$30,478 from the Fund for transfer agent and accounting services. At July 31, 2017, the Fund owes MSS $1,638.
The Trust also had an administration agreement with the Advisor to furnish sponsorship, administrative and supervisory services as may from time to time be reasonably requested by the Trust and in general to provide supervision of the overall operations of the Trust. Under the agreement, the Fund paid the Advisor a monthly fee based on the Fund’s average daily net assets at the annual rate of 0.25%. For the period August 1, 2016 through November 2, 2016, the Advisor earned $6,598 from the Fund for administration services. On November 3, 2016, Empirical Administration, LLC (“Empirical”) took over the administration services of the Fund.
Empirical provides administration and compliance services to the Fund. Brandon M. Pokersnik is the owner/president of Empirical, and also an employee of MSS. Mr. Pokersnik also serves as an officer of the Trust. See the Trustee & Officer table for more information. Empirical earns $1,000 per month for its services. For the period November 3, 2016 through July 31, 2017, Empirical earned $8,946 for its services. At July 31, 2017, the Fund owed Empirical $2,011.
Note 7. Derivative Transactions
As of July 31, 2017 the Fund had no outstanding written call options. Transactions in written call options during the year ended July 31, 2017 were as follows:
| Number of Contracts |
| Premiums Received |
|
| ||
Options outstanding at July 31, 2016 | - |
| $ - |
Options written | 16 |
| 2,793 |
Options exercised | - |
| - |
Options expired | (-) |
| (-) |
Options terminated in closing purchase transaction | (16) |
| (2,793) |
Options outstanding at July 31, 2017 | - |
| $ - |
Realized and unrealized gains and losses on derivatives contracts entered into during the year ended July 31, 2017, by the Fund, are recorded in the following locations in the Statement of Operations:
| Location | Realized Gain/(Loss) | Location | Unrealized Gain/(Loss) |
Options Written & Purchased | Realized Loss on Options | $(412) | Change in Unrealized Appreciation on Options | $ - |
The selling of written call options may tend to reduce the volatility of the Fund because the premiums received from selling the options will reduce any losses on the underlying
19
MSS SERIES TRUST
THE FALLEN ANGELS INCOME FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JULY 31, 2017
securities, but only by the amount of the premiums. However, selling the options may also limit the Fund’s gain on the underlying securities. Written call options expose the Fund to minimal counterparty risk since they are exchange-traded and the exchange’s clearing house guarantees the options against default.
The location on the Statement of Assets and Liabilities of the Fund’s derivative positions, which are not accounted for as hedging instruments under GAAP, is as follows:
Asset Derivatives
Investment in Securities, at Value
Schedule of Investments - Structured Notes $ 214,538
Unrealized gains and losses on derivatives during the year ended July 31, 2017, are included in the Statement of Operations, in the location, “Net Change in Unrealized Appreciation (Depreciation) on Investments” in the amount of $(1,436).
There was no realized gain or loss on sales of Structured Notes for the Fund for the year ended July 31, 2017.
Note 8. Capital Share Transactions
The Fund is authorized to issue an unlimited number of shares with no par value of separate series. Paid in capital at July 31, 2017 was $10,883,825 for the Fund.
Transactions in capital stock for the years ended July 31, 2017 and 2016 were as follows:
| July 31, 2017 | July 31, 2016 | ||
| Shares | Amount | Shares | Amount |
Shares Sold | 41,694 | $ 439,595 | 345,756 | $ 3,196,751 |
Shares issued in reinvestment of distributions | 8,514 | 89,789 | 8,304 | 79,581 |
Shares redeemed | (170,319) | (1,794,334) | (307,153) | (2,886,021) |
Net Increase (Decrease) | (120,111) | $ (1,264,950) | 46,907 | $ 390,311 |
Note 9. Investment Transactions
For the year ended July 31, 2017, purchases and sales of investment securities other than U.S. Government obligations aggregated $1,380,528 and $3,420,071. Purchases and sales of U.S. Government obligations aggregated $1,148,572 and $500,000. Purchases and sales of options aggregated $3,206 and $2,793.
Note 10. Tax Matters
The Fund’s distributable earnings on a tax basis are determined only at the end of each fiscal year. As of July 31, 2017, the Trust’s most recent fiscal year-end, the components of distributable earnings on a tax basis were as follows:
20
MSS SERIES TRUST
THE FALLEN ANGELS INCOME FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JULY 31, 2017
|
|
|
| Income Fund |
Unrealized Appreciation (Depreciation) |
|
| $ | 1,702,632 |
Undistributed Ordinary Income |
|
|
| 23,032 |
Capital loss carryforward expiring +: |
|
|
|
|
2018 |
|
|
| (2,126,805) |
2019 |
|
|
| (329,037) |
Total Distributable Earnings |
|
| $ | (730,178) |
+ The capital loss carryforward will be used to offset any capital gains realized by the Fund in future years. The Fund will not make distributions from capital gains while a capital loss remains.
Under current tax law, net capital losses realized after October 31st and net ordinary losses incurred after December 31st may be deferred and treated as occurring on the first day of the following fiscal year. The Fund’s carryforward losses, post-October losses and post December losses are determined only at the end of each fiscal year. Under the Regulated Investment Company Modernization Act of 2010, net capital losses recognized after December 31, 2010, may be carried forward indefinitely, and their character is retained as short-term and/or long-term. Although the Act provides several benefits, including the unlimited carryover of future capital losses, there may be a greater likelihood that all or a portion of the Fund’s pre-enactment capital loss carryovers may expire without being utilized due to the fact that post-enactment capital losses get utilized before pre-enactment capital loss carryovers. During the year ended July 31, 2017, the Fund utilized capital loss carryforwards of $579,845. Capital loss carryforwards of $680,645 expired July 31, 2017.
As of July 31, 2017, the unrealized appreciation (depreciation) and tax cost of investment securities for the Fund were as follows:
|
|
| Income Fund |
Gross unrealized appreciation on investment securities |
| $ | 1,923,127 |
Gross unrealized depreciation on investment securities |
|
| (220,495) |
Net unrealized appreciation on investment securities |
| $ | 1,702,632 |
|
|
|
|
Cost of investment securities, including short-term investments |
| $ | 8,351,179 |
The Fund paid distributions in the amount of $89,808, from ordinary income, for the year ended July 31, 2017.
The Fund paid distributions in the amount of $79,601, from ordinary income, for the year ended July 31, 2016.
21
MSS SERIES TRUST
THE FALLEN ANGELS INCOME FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JULY 31, 2017
Note 11. Control and 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 Investment Company Act of 1940, as amended. As of July 31, 2017, Charles Schwab, for the benefit of its customers, owned, in aggregate, approximately 86.36% of the Fund and may be deemed to control the Fund.
Note 12. Indemnifications
In the normal course of business, the Fund enters into contracts that contain general indemnification to other parties. The Fund’s maximum exposure under these contracts is unknown as this would involve future claims that may be made against the Funds that have not yet occurred. The Fund expects the risk of loss to be remote.
Note 13. New Accounting Pronouncement
In October 2016, the U.S. Securities and Exchange Commission (“SEC”) issued a new rule, Investment Company Reporting Modernization, which, among other provisions, amends Regulation S-X to require standardized, enhanced disclosures, particularly related to derivatives, in investment company financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management has evaluated the impact that the adoption of the amendments to Regulation S-X will have on the Fund’s financial statements and related disclosures. Any required changes will be implemented for interim and annual periods after August 1, 2017.
Note 14. Subsequent Events
On August 29, 2017, the Fund paid shareholders of record at August 28, 2017, a net investment income distribution of $4,514, equivalent to $0.005 per share. Management has evaluated the impact of all subsequent events through the date the financial statements were available to be issued and has determined that there were no additional subsequent events requiring disclosure in the financial statements for the Funds.
22
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees
of The Fallen Angels Income Fund, a series of MSS Series Trust
We have audited the accompanying statements of assets and liabilities of The Fallen Angels Income Fund (the “Fund”), a series of MSS Series Trust, including the schedule of investments in securities, as of July 31, 2017 and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2017, by correspondence with the custodian and brokers. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Fallen Angels Income Fund (the “Fund”), a series of MSS Series Trust, as of July 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
![[ammannual007.gif]](https://capedge.com/proxy/N-CSR/0001162044-17-000926/ammannual007.gif)
Abington, Pennsylvania
September 27, 2017
23
MSS SERIES TRUST
THE FALLEN ANGLES INCOME FUND
EXPENSE ILLUSTRATION
JULY 31, 2017 (UNAUDITED)
Expense Example
As a shareholder of the Fund, you incur ongoing costs which typically consist of management fees, 12b-1 distribution and/or service fees, and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, February 1, 2017 through July 31, 2017.
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 the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
| Beginning Account Value | Ending Account Value | Expenses Paid During the Period* |
| February 1, 2017 | July 31, 2017 | February 1, 2017 to July 31, 2017 |
|
|
|
|
Actual | $1,000.00 | $1,066.17 | $11.27 |
Hypothetical |
|
|
|
(5% Annual Return before expenses) | $1,000.00 | $1,013.88 | $10.99 |
|
|
|
|
* Expenses are equal to the Fund's annualized expense ratio of 2.20%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). | |||
24
MSS SERIES TRUST
THE FALLEN ANGLES INCOME FUND
TRUSTEES AND OFFICERS
JULY 31, 2017 (UNAUDITED)
TRUSTEES AND OFFICERS
The following table provides information regarding each Trustee who is not an “interested person” of the Trust, as defined in the Investment Company Act of 1940, as amended.
Name Address and Year of Birth | Position(s) Held with the Fund | Term of Office/Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex1 Overseen by Trustee | Other Directorships Held by Trustee During Past 5 Years |
Paul K. Rode, Esq. 8000 Town Centre Drive, Suite 400, Broadview Heights, OH 44147 Year: 1980 | Trustee | Indefinite/ October 2016- present | Attorney, Keith D. Weiner & Assoc. Co. L.P.A. since September 2005 | 2 | None |
Michael Young 8000 Town Centre Drive, Suite 400, Broadview Heights, OH 44147 Year: 1950 | Trustee | Indefinite/ October 2016 - present | November 2013-Present: Consultant/Practitioner for Purdue, Rutgers and Northeastern Universities; June 2002-November 2013: Senior Federal Security Director for U.S. Department of Homeland Security | 2 | None |
1The "Fund Complex" consists of the MSS Series Trust.
Non-interested trustees receive $300 each per quarterly meeting.
The following table provides information regarding each Trustee who is an “interested person” of the Trust, as defined in the Investment Company Act of 1940, as amended, and each officer of the Trust.
Name, Address and Year of Birth | Position(s) Held with the Fund | Term of Office/ Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex 2 Overseen by Trustee | Other Directorships Held by Trustee During Past 5 Years |
Dr. Gregory B. Getts 1 8000 Town Centre Drive, Suite 400, Broadview Heights, OH 44147 Year: 1957 | Trustee | Indefinite/ October 2016 - present | Owner/President, Mutual Shareholder Services, LLC, since 1999; Owner/President Arbor Court Capital, LLC, since January 2012. | 2 | None |
Brandon M. Pokersnik 8000 Town Centre Drive, Suite 400, Broadview Heights, OH 44147 Year: 1978 | Treasurer, Secretary and Chief Compliance Officer | Indefinite/ October 2016 - present | Accountant, Mutual Shareholder Services, LLC, since 2008; Attorney Mutual Shareholder Services, LLC, since June 2016; Owner/President, Empirical Administration, LLC, since September 2012. | NA | NA |
1 Gregory B. Getts is considered an "Interested” Trustee as defined in the Investment Company Act of 1940, as amended, because he is an officer of the Trust and president/owner of the Fund’s transfer agent, fund accountant, and distributor.
2The "Fund Complex" consists of the MSS Series Trust.
25
MSS SERIES TRUST
THE FALLEN ANGLES INCOME FUND
ADDITIONAL INFORMATION
JULY 31, 2017 (UNAUDITED)
Additional Information
The Fund's Statement of Additional Information ("SAI") includes additional information about the trustees and is available, without charge, upon request. You may call toll-free (866) 663-8023 to request a copy of the SAI or to make shareholder inquiries.
Proxy Voting
The Fund's Advisor is responsible for exercising the voting rights associated with the securities held by the Fund. A description of the policies and procedures used by the Advisor in fulfilling this responsibility is available without charge by calling (866) 663-8023. It is also included in the Fund’s SAI, which is available on the Securities and Exchange Commission’s website at http://www.sec.gov.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies during the most recent 12-month period ended June 30, are available without charge upon request by (1) calling the Fund at (800) 595-4866 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 Fund files a complete schedule of investments with the SEC for the first and third quarter of the fiscal year on Form N-Q. The Fund's first and third fiscal quarters end on April 30 and October 31. The Fund's Form N-Q is available on the SEC’s website at http://sec.gov, or it may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (call 1-800-732-0330 for information on the operation of the Public Reference Room). You may also obtain copies by calling the Fund at (866) 663-8023.
26
Board of Trustees
Paul Rode
Michael Young
Gregory Getts
Investment Advisor
American Money Management, LLC
P.O. Box 675203
Rancho Santa Fe, CA 92067
Dividend Paying Agent,
Shareholders’ Servicing Agent,
Transfer Agent
Mutual Shareholder Services, LLC
Custodian
U.S. Bank, NA
Independent Registered Public Accounting Firm
Sanville & Company
Legal Counsel
Thompson Hine LLP
This report is provided for the general information of the shareholders of The Fallen Angels Income Fund. This report is not intended for distribution to prospective investors in the Fund, unless preceded or accompanied by an effective prospectus.
Item 2. Code of Ethics. Not applicable.
Item 3. Audit Committee Financial Expert. Not applicable.
Item 4. Principal Accountant Fees and Services.
(a)
Audit Fees
FY 2017
$ 10,000
FY 2016
$ 12,000
(b)
Audit-Related Fees
Registrant
Adviser
FY 2017
$ 0
$ 0
FY 2016
$ 0
$ 0
(c)
Tax Fees
Registrant
Adviser
FY 2017
$ 1,500
$ 0
FY 2016
$ 2,200
$ 0
Nature of the fees:
Preparation of tax returns
(d)
All Other Fees
Registrant
Adviser
FY 2017
$ 0
$ 0
FY 2016
$ 0
$ 0
(e)
(1)
Audit Committee’s Pre-Approval Policies
The audit committee has not adopted pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
(2)
Percentages of Services Approved by the Audit Committee
None of the services described in paragraph (b) through (d) of this Item were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f)
During audit of registrant's financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant's engagement were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.
(g)
The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant:
Registrant
Adviser
FY 2017
$ 1,500
$ 0
FY 2016
$ 2,200
$ 0
(h)
Not applicable. The auditor performed no services for the registrant's investment adviser or any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant.
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)
Disclosure Controls & Procedures. Principal executive and financial officers have concluded that Registrant’s disclosure controls & procedures are effective based on their evaluation as of a date within 90 days of the filing date of this report.
(b)
There were no significant changes in the registrant’s internal control over financial reporting that occurred during the registrant’s fiscal half-year 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. Filed herewith.
(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: October 10, 2017
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 October 10, 2017
By /s/ Brandon M. Pokersnik
Brandon M. Pokersnik
Secretary
Date October 10, 2017