REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of Towpath Funds and
Board of Trustees of MSS Series Trust

In  planning  and  performing  our  audit of the financial statements of Towpath
Focus Fund and Towpath Technology Fund,  each  series  of MSS Series Trust, (the
"Funds") as of and for the year ended November 30, 2023,  in accordance with the
standards  of  the  Public  Company Accounting Oversight Board  (United  States)
(PCAOB), we considered the Funds'  internal  control  over  financial reporting,
including  controls over safeguarding securities, as a basis for  designing  our
auditing procedures  for  the purpose of expressing our opinion on the financial
statements and to comply with  the  requirements  of Form N-CEN, but not for the
purpose of expressing an opinion on the effectiveness  of  the  Funds'  internal
control over financial reporting.  Accordingly, we express no such opinion.

The  management  of  the  Funds  is responsible for establishing and maintaining
effective  internal  control  over  financial  reporting.   In  fulfilling  this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of controls.  A fund's internal control over
financial  reporting  is  a process designed  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  (GAAP).    A  fund's  internal  control  over  financial
reporting  includes  those policies and  procedures  that  (1)  pertain  to  the
maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions  of  the  assets  of  the  fund;  (2)  provide
reasonable  assurance  that  transactions  are  recorded  as necessary to permit
preparation of financial statements in accordance with GAAP,  and  that receipts
and   expenditures   of  the  fund  are  being  made  only  in  accordance  with
authorizations  of  management  and  trustees  of  the  fund;  and  (3)  provide
reasonable assurance  regarding  prevention  or timely detection of unauthorized
acquisition, use or disposition of a fund's assets  that  could  have a material
effect on the financial statements.

Because  of its inherent limitations, internal control over financial  reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because  of  changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design
or operation of a control  does not allow management or employees, in the normal
course  of  performing  their  assigned   functions,   to   prevent   or  detect
misstatements  on  a  timely  basis.   A  material weakness is a deficiency,  or
combination of deficiencies, in internal control  over financial reporting, such
that  there  is  a reasonable possibility that a material  misstatement  of  the
Funds' annual or interim  financial statements will not be prevented or detected
on a timely basis.

Our consideration of the Funds'  internal  control  over financial reporting was
for  the  limited  purpose  described  in  the  first paragraph  and  would  not
necessarily disclose all deficiencies in internal control that might be material
weaknesses  under  standards established by the PCAOB.   However,  we  noted  no
deficiencies in the  Funds'  internal  control  over financial reporting and its
operation, including controls over safeguarding securities,  that we consider to
be a material weakness as defined above as of November 30, 2023.

This report is intended solely for the information and use of management and the
Board of Trustees of the Funds and the Securities and Exchange Commission and is
not intended to be and should not be used by anyone other than  these  specified
parties.


/S/ COHEN & COMPANY, LTD.
COHEN & COMPANY, LTD.
Cleveland, Ohio
January 29, 2024