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, 2021
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.
PARVIN HEDGED EQUITY
SOLARI WORLD FUND
(Ticker: PHSWX)
SEMI-ANNUAL REPORT
May 31, 2021
(UNAUDITED)
Series Trust
PARVIN HEDGED EQUITY SOLARI WORLD FUND
SHAREHOLDER LETTER
MAY 31, 2021 (UNAUDITED)
Fund Shareholders:
The Parvin Hedged Equity Solari World Fund (the “Fund”) managed by Parvin Fund Management, LLC (the “Advisor”) commenced operations on December 31,2020. As cash from investors began to accumulate, the Fund was able to get invested but missed the dramatic rise at the very beginning of the year. Furthermore, the Fund’s hedged strategy is designed to provide insurance against market selloffs but at an expense that acts as a drag on performance during market rallies. The Advisor believes if inflation continues to accelerate, accommodative monetary and fiscal policies may be curtailed with a subsequent impact that could reverse market gains seen year-to-date. In that event, protective put options owned by the Fund should serve their purpose of preserving capital. The Advisor also believes that a consistent and notable increase of the consumer price index in recent months could indicate that inflation may not be transitory but rather just beginning a secular trend reminiscent of the “stagflation” experienced four decades ago. The effect of that development would likely be higher interest rates which should limit ongoing market gains.
Having just registered and offered the Fund to new shareholders, the next step is to begin marketing more broadly to prospective investors. The Fund combines an ESG screen with an alternative, or hedged, investment strategy. To the Advisor’s knowledge, there are no directly comparable funds. The Advisor believes the Fund represents a unique investment opportunity for three reasons: 1) an ESG screen driven primarily by a focus on governance and transparency that should lead to appropriate decision-making regarding environmental and social issues; 2) a more cautious investment approach, guided by profitability and value, to select equities of operating companies, not mutual fund or ETF index proxies, that should generally meet a growth and income objective; and 3) a hedged strategy that adds protective put options which should preserve capital during precipitous market selloffs, complemented by occasional writing (selling) of covered calls and cash-backed puts on individual stocks to provide additional income.
Our screen manager, Catherine Austin Fitts, publishes The Solari Report, which provides insight into her perspective on companies that demonstrate positive governance attributes and those which reflect disconcerting management judgments. Along with the Fund Prospectus, you can go to www.solari.com to find more information about her views.
Steve Smith
Managing Director
Parvin Fund Management, LLC
Semi-Annual Report | 1
PARVIN HEDGED EQUITY SOLARI WORLD FUND
PORTFOLIO ILLUSTRATION
MAY 31, 2021 (UNAUDITED)
The following chart gives a breakdown of the Fund by the industry sectors the underlying securities represent as a percentage of the portfolio of investments as of May 31, 2021.
Sectors are based on Morningstar® classifications.
Semi-Annual Report | 2
PARVIN HEDGED EQUITY SOLARI WORLD FUND
SCHEDULE OF INVESTMENTS
MAY 31, 2021 (UNAUDITED)
Shares |
|
| Value |
|
|
|
|
COMMON STOCKS - 76.11% |
| ||
|
|
|
|
Agricultural Chemicals - 4.26% |
| ||
550 |
| Nutrien Ltd. (Canada) | $ 34,183 |
|
|
|
|
Agricultural Services - 2.88% |
| ||
325 |
| Calavo Growers, Inc. * | 23,140 |
|
|
|
|
Agricultural Products, Livestock & Animal Specialties - 3.48% |
| ||
800 |
| Cal-Maine Foods, Inc. | 27,928 |
|
|
|
|
Beverages - 2.37 |
| ||
5,500 |
| Ambev SA ADR | 19,030 |
|
|
|
|
Canned Fruits, Vegetables, Preserves, Jams & Jellies - 3.74% |
| ||
225 |
| The J.M. Smucker Co. | 29,990 |
|
|
|
|
Industrial Inorganic Chemicals - 3.74% |
| ||
100 |
| Air Products & Chemicals, Inc. | 29,966 |
|
|
|
|
Industrial Organic Chemicals - 3.53% |
| ||
200 |
| International Flavors & Fragrances, Inc. | 28,334 |
|
|
|
|
Insurance Agents, Brokers & Services - 6.03% |
| ||
3,750 |
| BB Seguridade Participacoes SA ADR | 16,800 |
750 |
| Zurich Insurance Group AG ADR | 31,567 |
|
|
| 48,367 |
Manufacture of Other Food Products - 3.99% |
| ||
3,000 |
| Orkla ASA ADR | 32,010 |
|
|
|
|
Medical Instruments & Supplies - 1.67% |
| ||
2,800 |
| Top Glove Corp. BHD ADR | 13,384 |
|
|
|
|
Miscellaneous Manufacturing Industries - 3.68% |
| ||
2,500 |
| Amcor PLC (Switzerland) | 29,500 |
|
|
|
|
Orthopedic, Prosthetic & Surgical Appliances & Supplies - 3.80% |
| ||
700 |
| Smith & Nephew PLC ADR | 30,464 |
|
|
|
|
Pharmaceutical Preparations - 3.94% |
| ||
400 |
| Novo Nordisk A/S ADR | 31,560 |
|
|
|
|
Radiotelephone Communications - 5.73% |
| ||
1,800 |
| Mobile TeleSystems PJSC ADR * | 16,416 |
1,600 |
| Vodafone Group PLC ADR * | 29,552 |
|
|
| 45,968 |
The accompanying notes are an integral part of these financial statements.
Semi-Annual Report | 3
PARVIN HEDGED EQUITY SOLARI WORLD FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
MAY 31, 2021 (UNAUDITED)
Shares |
|
| Value |
|
|
|
|
Semiconductors & Related Devices - 5.93% |
| ||
500 |
| ChipMOS Technologies, Inc. ADR * | $ 16,120 |
550 |
| Intel Corp. | 31,416 |
|
|
| 47,536 |
Services-Business Services - 5.68% |
| ||
525 |
| eBay, Inc. | 31,962 |
10 |
| MercadoLibre, Inc. (Argentina) * | 13,587 |
|
|
| 45,549 |
Services-Prepackaged Software - 4.09% |
| ||
65 |
| Adobe, Inc. * | 32,798 |
|
|
|
|
Surgical & Medical Instruments & Apparatus - 7.57% |
| ||
150 |
| 3M Co. | 30,456 |
125 |
| Becton, Dickinson & Co. | 30,236 |
|
|
| 60,692 |
|
|
|
|
TOTAL FOR COMMON STOCKS (Cost $597,161) - 76.11% | 610,399 | ||
|
|
|
|
MONEY MARKET FUNDS - 26.01% |
| ||
140,003 |
| Fidelity Investments Money Market Government Portfolio Class I, 0.01% ** | 140,003 |
68,567 |
| First American Government Obligations Fund Class X, 0.03% ** | 68,567 |
TOTAL FOR MONEY MARKET FUNDS (Cost $208,570) - 26.01% | 208,570 | ||
|
|
|
|
INVESTMENTS IN PURCHASED OPTIONS, AT VALUE (Premiums Paid $25,801) - 2.08% | 16,680 | ||
|
|
|
|
TOTAL INVESTMENTS (Cost $831,532) - 104.20% | 835,649 | ||
|
|
|
|
LIABILITIES LESS OTHER ASSETS, NET - (4.20)% | (33,655) | ||
|
|
|
|
NET ASSETS - 100.00% | $ 801,994 |
* Non-income producing securities during the period.
** Variable rate security; the coupon rate shown represents the yield at May 31, 2021.
ADR - American Depositary Receipt
PLC - Public Limited Company
PJSC - Public Joint Stock Company
AG - Aktiengesellschaft - German term for Public Limited Company.
A/S - Aktieselskab - Danish term for Public Limited Company.
BHD - Berhad - Malaysian term for Public Limited Company.
SA - Société Anonyme - French term for Public Limited Company.
The accompanying notes are an integral part of these financial statements.
Semi-Annual Report | 4
PARVIN HEDGED EQUITY SOLARI WORLD FUND
SCHEDULE OF PURCHASED OPTIONS
MAY 31, 2021 (UNAUDITED)
PUT OPTIONS - 2.08% * |
|
|
|
|
| |
|
|
|
|
|
|
|
Underlying Security | Counterparty | Contracts + | Notional Amount** | Exercise Price | Expiration | Value |
|
|
|
|
|
|
|
iShares MSCI EAFE ETF | Options Clearing Corp. | 15 | $ 97,500 | $ 65.00 | 1/21/2022 | $ 1,718 |
|
|
|
|
|
|
|
iShares MSCI EAFE ETF | Options Clearing Corp. | 13 | 84,500 | 65.00 | 3/18/2022 | 1,898 |
|
|
|
|
|
|
|
iShares MSCI EAFE ETF | Options Clearing Corp. | 5 | 32,500 | 65.00 | 6/17/2022 | 1,090 |
|
|
|
|
|
|
|
iShares MSCI Emerging Markets ETF | Options Clearing Corp. | 20 | 90,000 | 45.00 | 6/17/2022 | 3,630 |
|
|
|
|
|
|
|
SPDR S&P 500 ETF Trust | Options Clearing Corp. | 5 | 165,000 | 330.00 | 1/21/2022 | 2,960 |
|
|
|
|
|
|
|
SPDR S&P 500 ETF Trust | Options Clearing Corp. | 4 | 140,000 | 350.00 | 6/17/2022 | 5,384 |
|
|
|
|
|
|
|
TOTAL PURCHASED OPTIONS (Premiums Paid $25,801) - 2.08% |
| $16,680 |
* Non-income producing securities during the period.
**The notional amount is calculated by multiplying outstanding contracts by the exercise price at May 31, 2021.
+ Each option contract allows the holder of the option to purchase or sell 100 shares of the underlying security.
The accompanying notes are an integral part of these financial statements.
Semi-Annual Report | 5
PARVIN HEDGED EQUITY SOLARI WORLD FUND
STATEMENT OF ASSETS AND LIABILITIES
MAY 31, 2021 (UNAUDITED)
Assets: |
|
|
Investments in Securities, at Value (Cost $805,731) | $ 818,969 | |
Investments in Purchased Options, at Value (Premiums Paid $25,801) | 16,680 | |
Receivables: |
|
|
Dividends & Interest | 1,637 | |
Due From Adviser | 14,079 | |
Prepaid Expenses | 3,366 | |
Total Assets | 854,731 | |
Liabilities: |
|
|
Due To Broker for Securities Purchased | 36,012 | |
Transfer Agent and Accounting Fees | 2,133 | |
Administrative Fees | 1,016 | |
Chief Compliance Officer Fees | 1,016 | |
Distribution (12b-1) Fees | 219 | |
Trustee Fees |
| 207 |
Interest Expense | 74 | |
Other Accrued Expenses | 12,060 | |
Total Liabilities | 52,737 | |
Net Assets |
| $ 801,994 |
|
|
|
Net Assets Consist of: |
| |
Paid-In Capital |
| $ 794,936 |
Accumulated Deficit | 7,058 | |
Net Assets, for 79,434 Shares Outstanding | $ 801,994 | |
|
|
|
Net Asset Value, Offering Price and Redemption Price Per Share | $ 10.10 |
The accompanying notes are an integral part of these financial statements.
Semi-Annual Report | 6
PARVIN HEDGED EQUITY SOLARI WORLD FUND
STATEMENT OF OPERATIONS
For the period December 31, 2020 (commencement of investment operations) through May 31, 2021 (UNAUDITED)
Investment Income: |
| |
Dividends, net of foreign tax withholdings of $266 | $ 2,923 | |
Interest |
| 28 |
Total Investment Income | 2,951 | |
|
|
|
Expenses: |
|
|
Audit Fees |
| 6,558 |
Legal Fees |
| 5,340 |
Transfer Agent & Accounting Fees | 5,294 | |
Advisory Fees | 2,594 | |
Administrative Fees | 2,516 | |
Chief Compliance Officer Fees | 2,516 | |
Custody Fees | 2,475 | |
Trustee Fees | 1,407 | |
Miscellaneous Fees | 610 | |
Distribution (12b-1) Fees | 519 | |
Registration Fee | 319 | |
Interest Expense | 208 | |
Printing and Mailing Fees | 110 | |
Nasdaq Fees | 106 | |
Total Expenses | 30,572 | |
Fees Waived and/or Expenses Reimbursed Contractually by the Adviser | (4,719) | |
Expenses Voluntarily Reimbursed by the Adviser | (25,843) | |
Net Expenses | 10 | |
|
|
|
Net Investment Income | 2,941 | |
|
|
|
Realized and Unrealized Gain on Investments and Derivative Transactions |
| |
Net Realized Gain on Investments and Derivative Transactions | - | |
Net Change in Unrealized Appreciation/Depreciation on Investments and Derivative Transactions | 4,117 | |
Realized and Unrealized Gain on Investments and Derivative Transactions | 4,117 | |
|
|
|
Net Increase in Net Assets Resulting from Operations | $ 7,058 |
The accompanying notes are an integral part of these financial statements.
Semi-Annual Report | 7
PARVIN HEDGED EQUITY SOLARI WORLD FUND
STATEMENT OF CHANGES IN NET ASSETS
|
| (Unaudited) |
|
| Period Ended* |
|
| 5/31/2021 |
Increase (Decrease) in Net Assets From Operations: |
| |
Net Investment Income | $ 2,941 | |
Net Realized Gain (Loss) on Investments and Derivative Transactions | - | |
Net Change in Unrealized Appreciation on Investments and Derivative Transactions | 4,117 | |
Net Increase in Net Assets Resulting from Operations | 7,058 | |
|
|
|
Distributions to Shareholders: |
| |
Distributions |
| - |
Total Dividends and Distributions Paid to Shareholders | - | |
|
|
|
Capital Share Transactions: |
| |
Proceeds from Sale of Shares: |
| |
Class N |
| 794,936 |
Proceeds from Reinvestment of Distributions |
| |
Class N |
| - |
Cost of Shares Redeemed: |
| |
Class N |
| - |
Net Increase in Net Assets from Capital Share Transactions | 794,936 | |
|
|
|
Total Increase in Net Assets from Shareholder Activity | 801,994 | |
|
|
|
Net Assets: |
|
|
Beginning of Period/Year | - | |
|
|
|
End of Period/Year | $ 801,994 |
* For the period December 31, 2020 (commencement of investment operations) through May 31, 2021.
The accompanying notes are an integral part of these financial statements.
Semi-Annual Report | 8
PARVIN HEDGED EQUITY SOLARI WORLD FUND
FINANCIAL HIGHLIGHTS
Selected data for a share outstanding throughout the period.
|
| (Unaudited) |
|
|
| Period Ended (c) |
|
|
| 5/31/2021 |
|
|
|
|
|
Net Asset Value, at Beginning of Period | $ 10.00 |
| |
|
|
|
|
Income (Loss) From Investment Operations: |
|
| |
Net Investment Income * | 0.06 |
| |
Net Gain on Securities (Realized and Unrealized) | 0.04 |
| |
Total from Investment Operations | 0.10 |
| |
|
|
|
|
Distributions: | - |
| |
|
|
|
|
Net Asset Value, at End of Period | $ 10.10 |
| |
|
|
|
|
Total Return ** | 1.00% | (b) | |
|
|
|
|
Ratios/Supplemental Data: |
|
| |
Net Assets at End of Period (Thousands) | $ 802 |
| |
Before Waiver |
|
| |
Ratio of Expenses to Average Net Assets | 14.58% | (a) | |
Ratio of Net Investment Loss to Average Net Assets | (13.17)% | (a) | |
After Waivers |
|
| |
Ratio of Expenses to Average Net Assets | 0.00% | (a) (d) | |
Ratio of Net Investment Income to Average Net Assets | 1.40% | (a) | |
Portfolio Turnover | 0.00% | (b) |
* Per share net investment income (loss) has been determined on the basis of average shares outstanding during the period.
** Assumes reinvestment of dividends, if any.
(a) Annualized.
(b) Not Annualized.
(c) For the period December 31, 2020 (commencement of investment operations) through May 31, 2021.
(d) The Adviser voluntarily waived 12.33% in expenses for the period ended May 31, 2021, that is outside of the Expense Limitation Agreement.
The accompanying notes are an integral part of these financial statements.
Semi-Annual Report | 9
PARVIN HEDGED EQUITY SOLARI WORLD FUND
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2021 (UNAUDITED)
NOTE 1. ORGANIZATION
The Parvin Hedged Equity Solari World Fund (the "Fund") is a diversified series of the MSS Series Trust (the "Trust") and commenced operations on December 31, 2020. 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 of beneficial interest of separate series without par value. There are currently seven separate series offered by the Trust. The investment adviser to the Fund is Parvin Fund Management, LLC (the "Advisor").
The Fund seeks capital preservation, current income, and growth.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the U.S. ("GAAP"). The Fund is an investment company and accordingly follows the investment company accounting and reporting requirements of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 946 "Financial Services – Investment Companies including FASB Accounting Standards Update ("ASU") 2013-08."
SECURITY VALUATIONS: All investments in securities are recorded at their estimated fair value, as described in Note 3.
SHARE VALUATION: The Fund’s NAV is 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 Fund, and subtracting from that total all liabilities, including accrued expenses. The total net assets are divided by the total number of shares outstanding to determine the NAV of each share.
SECURITY TRANSACTIONS: Investment transactions are accounted for on the trade date. Dividend income and distributions to shareholders are recognized on the ex-dividend date. Non-cash dividend income is recorded at the fair market value of securities received. Interest income is recognized on an accrual basis. The Fund uses the specific identification method in computing gain or loss on sale of investment securities. Discounts and premiums on securities purchased are accreted and amortized over the life of the respective securities. Withholding taxes on foreign dividends have been provided for in accordance with the Fund's understanding of the appropriate country's rules and tax rates.
Semi-Annual Report | 10
PARVIN HEDGED EQUITY SOLARI WORLD FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MAY 31, 2021 (UNAUDITED)
OPTIONS: The Fund may invest in put and call options. 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. 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 if the Fund has a realized 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.
The Fund may utilize call and put options to attempt to protect against possible changes in the market value of securities held in or to be purchased for the Fund’s portfolio and to generate income or gain for the Fund. The ability of the Fund to successfully utilize options will depend on the Adviser’s ability to predict pertinent market movements, which cannot be assured. The Fund will comply with applicable regulatory requirements when implementing these techniques and instruments. See Note 6 for additional disclosures related to derivative instruments.
FEDERAL INCOME TAX: The Fund makes no provision for federal income or excise tax. The Fund intends to qualify each year as a “regulated investment company” (“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 Fund also intends to distribute sufficient net investment income and net capital gains, if any, so that they 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 Fund could incur a tax expense. Therefore, no federal income tax or excise 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 to be taken on the Fund’s 2021 tax return. The Fund identifies it’s major tax jurisdiction as U.S. federal, and 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.
The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the period December 31, 2020 (commencement of investment operations) through May 31, 2021, the Fund did not incur any interest or penalties.
Semi-Annual Report | 11
PARVIN HEDGED EQUITY SOLARI WORLD FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MAY 31, 2021 (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).
CASH AND CASH EQUIVALENTS: The Fund maintains its cash in an account at a custodian bank which, at times, may exceed federally insured limits. The Fund has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on its cash deposits.
DISTRIBUTIONS TO SHAREHOLDERS: The Fund intends to distribute to its shareholders substantially all of its net realized capital gains and net investment income, if any, on at least an annual basis. Distributions will be recorded on the ex-dividend date. Distributions to shareholders are determined in accordance with income tax regulations. 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 Fund.
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 related amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
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 has 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 that 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,
Semi-Annual Report | 12
PARVIN HEDGED EQUITY SOLARI WORLD FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MAY 31, 2021 (UNAUDITED)
exchanges or among dealers); or (iii) yield to maturity with respect to debt issues, or a combination of these and other methods.
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 Fund 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 in inactive markets, interest rates, implied volatilities, credit spreads, yield curves, and market-collaborated inputs.
·
Level 3. Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the Fund's own assumptions about the assumptions that a market participant would use in valuing the asset or liability at the measurement date, 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 stocks). 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
Semi-Annual Report | 13
PARVIN HEDGED EQUITY SOLARI WORLD FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MAY 31, 2021 (UNAUDITED)
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.
Derivative instruments (options). Derivative transactions that are actively traded, and valuation adjustments that are not applied, are categorized in Level 1 of the fair value hierarchy. Derivative transactions traded on inactive markets or valued by reference to similar instruments are categorized in Level 2 of the fair value hierarchy. Options are valued at the last sales prices on the valuation date. If the last sales price is not available then the options are valued at the closing bid price. These securities will be categorized in Level 2 of the fair value hierarchy if valued at other than closing price.
Short-term investments. Short-term investments are valued using amortized cost, which approximates fair value. These securities will be categorized as Level 1 of the fair value hierarchy. Money market funds are valued at their net asset value of $1 per share and are categorized as Level 1.
The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of May 31, 2021:
Refer to the Fund’s Schedule of Investments for a listing of securities by security type and industry.
The Fund did not hold any Level 3 assets or liabilities during the period December 31, 2020 (commencement of investment operations) through May 31, 2021. There were no transfers into or out of Level 1 and 2 during the period. It is the Fund’s policy to recognize transfers into and out of Level 1 and Level 2 at the end of the reporting period.
NOTE 4. RELATED PARTY TRANSACTIONS
INVESTMENT ADVISOR: The Advisor serves as investment advisor to the Fund pursuant to a management agreement with the Trust (the "Agreement"). Subject to the authority of the Board, the Advisor is responsible for management of the Fund's investment portfolio. The Advisor is responsible for selecting the Fund's investments according to the Fund's investment objective, policies and restrictions and as compensation for its management services, the Fund is obligated to pay the Advisor a fee
Semi-Annual Report | 14
PARVIN HEDGED EQUITY SOLARI WORLD FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MAY 31, 2021 (UNAUDITED)
computed and accrued daily and paid monthly in arrears at an annual rate of 1.25% of the average daily net assets of the Fund during the term of the Agreement. For the period December 31, 2020 (commencement of investment operations) through May 31, 2021, the Advisor earned advisory fees of $2,594. During the same period, the Advisor waived advisory fees of $2,594 and reimbursed the Fund $2,125 in expenses. Additionally, the Advisor voluntarily reimbursed the Fund $25,843 in additional expenses. As of May 31, 2021, the Advisor owed the Fund $14,079 for expenses voluntarily waived by the Advisor outside of the Expense Limitation Agreement.
The Advisor has contractually agreed to waive its fees and reimburse expenses of the Fund, at least until December 31, 2021, to ensure that Total Annual Fund Operating Expenses After Fee Waiver and Reimbursement (exclusive of any front-end or contingent deferred loads; brokerage fees and commissions, acquired fund fees and expenses; borrowing costs (such as interest and dividend expense on securities sold short); taxes; and extraordinary expenses, such as litigation expenses (which may include indemnification of Fund officers and Trustees, and contractual indemnification of Fund service providers (other than the Advisor)) will not exceed 2.25% of average daily net assets. These fee waivers and expense reimbursements are subject to possible recoupment from the Fund in future years on a rolling three-year basis (three years from the date that the fees have been waived or reimbursed) if such recoupment does not cause the Fund’s expense ratio (after the repayment is taken into account) to exceed both: (i) the Fund’s expense cap in place at the time such expenses were waived, and (ii) the Fund’s current expense cap at the time of recoupment. This agreement may be terminated only by the Board, on 60 days' written notice to the Advisor.
TRANSFER AGENT: 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 Fund of $11.50 per shareholder for the transfer agency services. For its services as fund accountant, MSS receives an annual fee from the Fund based on the average net assets of the Fund. The Fund accounting fees range from $22,200 to $70,450 depending on the average net assets of the Fund. The Fund will receive a discount of between 10% - 50% on fund accounting fees until assets reach $10 million. For the period December 31, 2020 (commencement of investment operations) through May 31, 2021, MSS earned $5,294 from the Fund for transfer agent and accounting services. As of May 31, 2021, the Fund owed MSS $2,133 for transfer agent and accounting services.
ADMINISTRATOR AND CCO: The Trust, on behalf of the Fund, also entered into Administration and Compliance Agreements with Empirical Administration, LLC ("Empirical") which provides administration and compliance services to the Fund. Brandon M. Pokersnik is the owner/president of Empirical, and an employee of MSS. Mr. Pokersnik serves as the Chief Compliance Officer of the Trust. For the services Empirical provides under the Administration and Compliance Agreements, Empirical receives a monthly fee of $1,000 from the Fund. For the period December 31, 2020 (commencement of investment operations) through May 31, 2021, Empirical earned $5,032 for these services. As of May 31, 2021, the Fund owed Empirical $2,032.
Semi-Annual Report | 15
PARVIN HEDGED EQUITY SOLARI WORLD FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MAY 31, 2021 (UNAUDITED)
UNDERWRITER FEES: Arbor Court Capital, LLC (the "Underwriter") acts as the Fund's principal underwriter in a continuous offering of the Fund's shares. The Underwriter is an affiliate of MSS. Mr. Getts is the president and owner of the Underwriter. For the period December 31, 2020 (commencement of investment operations) through May 31, 2021, the Underwriter earned $300 for its services.
DISTRIBUTION FEES: The Fund has adopted a plan pursuant to Rule 12b-1 under the 1940 Act (the "Plan"). The Plan permits the Fund to pay the Advisor and/or the Underwriter for certain distribution and promotion expenses related to marketing shares of the Fund. The amount payable annually by the Fund is 0.25% of its average daily net assets. The Plan is a compensation style plan which means the Fund accrues expenses and pays the Advisor and/or the Underwriter based upon the percentage described above rather than on actual expenses incurred by the Advisor and/or the Underwriter.
Subject to the oversight of the Trustees, the Trust may, directly or indirectly, engage in any activities related to the distribution of the Shares of the Fund, which activities may include, but are not limited to, the following: (a) payments, including incentive compensation, to securities dealers or other financial intermediaries, financial institutions, investment advisors and others that are engaged in the sale of Fund Shares, or that may be advising shareholders of the Fund regarding the purchase, sale or retention of Fund Shares; (b) payments, including incentive compensation, to securities dealers or other financial intermediaries, financial institutions, investment advisers and others that hold Fund Shares for shareholders in omnibus accounts or as shareholders of record or provide shareholder support or administrative services to the Fund and its shareholders; (c) expenses of maintaining personnel (including personnel of organizations with which the Trust has entered into agreements related to this Plan) who engage in or support distribution of Fund Shares or who render shareholder support services, including, but not limited to, allocated overhead, office space and equipment, telephone facilities and expenses, answering routine inquiries regarding the Trust, processing shareholder transactions, and providing such other shareholder services as the Trust may reasonably request; (d) costs of preparing, printing and distributing prospectuses and statements of additional information and reports of the Fund for recipients other than existing shareholders of the Fund; (e) costs of formulating and implementing marketing and promotional activities, including, but not limited to, sales seminars, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising; (f) costs of preparing, printing and distributing sales literature; (g) costs of obtaining such information, analyses and reports with respect to marketing and promotional activities as the Trust may, from time to time, deem advisable; and (h) costs of implementing and operating this Plan. The Trust is authorized to engage in the activities listed above, and in any other activities related to the distribution of Fund Shares, either directly or through other persons with which the Trust has entered into agreements related to this Plan.
The Plan has been approved by the Board, including a majority of the Trustees who are not "interested persons" of the Trust and who have no direct or indirect financial interest in the Plan or any related agreement, by a vote cast in person. Continuation of the Plan and the related agreements must be approved by the Trustees annually, in the same
Semi-Annual Report | 16
PARVIN HEDGED EQUITY SOLARI WORLD FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MAY 31, 2021 (UNAUDITED)
manner, and the Plan or any related agreement may be terminated at any time without penalty by a majority of such independent Trustees or by a majority of the outstanding shares of the Fund. For the period December 31, 2020 (commencement of investment operations) through May 31, 2021, the Fund incurred distribution fees under the Plan of $519.
NOTE 5. SHARES OF BENEFICIAL INTEREST TRANSACTIONS
The Trust is authorized to issue an unlimited number of shares of beneficial interest with no par value. Paid in capital as of May 31, 2021 was $794,936.
Transactions in shares of beneficial interest were as follows:
NOTE 6. DERIVATIVE TRANSACTIONS
The fair value of derivative instruments, not accounted for as hedging instruments, as reported within the Statements of Assets and Liabilities as of May 31, 2021, was as follows:
Assets | Equity Contracts |
Purchased Options | $ 16,680 |
Total | $ 16,680 |
The Fund considers the average quarter-end notional amounts during the period December 31, 2020 (commencement of investment operations) through May 31, 2021, categorized by primary underlying risk, to be representative of its derivative activities at May 31, 2021.
Average notional value of:
Purchased Options
$ 304,750
The Fund has adopted amendments to authoritative guidance on disclosures about derivative instruments and hedging activities, which require that the Fund disclose: a) how and why an entity uses derivative instruments and b) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows.
Semi-Annual Report | 17
PARVIN HEDGED EQUITY SOLARI WORLD FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MAY 31, 2021 (UNAUDITED)
The Advisor consistently assesses the value of existing positions in the Fund. Generally, the Advisor exercises patience when fundamentals are stable but prices volatile. The Advisor may at times write covered call options on a small portion of existing common stock positions in the Fund to generate premium. The Fund may trade financial instruments where they are considered to be a seller of credit derivatives in accordance with authoritative guidance under GAAP on derivatives and hedging. The Fund may purchase and write (i.e., sell) put and call options. Such options may relate to particular securities or stock indices, and may or may not be listed on a domestic or foreign securities exchange and may or may not be issued by the Options Clearing Corporation. Option trading is a highly specialized activity that entails greater than ordinary investment risk. Options may be more volatile than the underlying instruments, and therefore, on a percentage basis, an investment in options may be subject to greater fluctuation than an investment in the underlying instruments themselves.
A call option for a particular security gives the purchaser of the option the right to buy, and the writer (seller) the obligation to sell, the underlying security at the stated exercise price at any time prior to the expiration of the option, regardless of the market price of the security. The premium paid to the writer is in consideration for undertaking the obligation under the option contract. A put option for a particular security gives the purchaser the right to sell the security at the stated exercise price at any time prior to the expiration date of the option, regardless of the market price of the security.
For the period December 31, 2020 (commencement of investment operations) through May 31, 2021, financial derivative instruments had the following effect on the Statement of Operations:
Net realized gain on: |
| Equity Contracts |
| Total |
Purchased Options |
| $ - |
| $ - |
Net change in unrealized depreciation on: |
| Equity Contracts |
| Total |
Purchased Options |
| $ (9,121) |
| $ (9,121) |
NOTE 7. INVESTMENT TRANSACTIONS
For the period December 31, 2020 (commencement of investment operations) through May 31, 2021, purchases and sales of investment securities other than U.S. Government Obligations, short-term investments, options, and securities sold short aggregated $597,161 and $0, respectively. For the period December 31, 2020 (commencement of investment operations) through May 31, 2021, purchases, sales, and expirations of options aggregated $25,801, $0 and $0, respectively.
NOTE 8. COMMITMENTS AND CONTINGENCIES
The Fund indemnifies the Trust’s officers and trustees for certain liabilities that might arise from the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts that contain various representations and
Semi-Annual Report | 18
PARVIN HEDGED EQUITY SOLARI WORLD FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MAY 31, 2021 (UNAUDITED)
warranties and provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on future claims against the Fund and is presently unknown. However, the Fund considers the risk of loss from such potential claims to be remote.
NOTE 9. TAX MATTERS
At May 31, 2021, the cost of investments for federal income tax purposes was $831,532 and the aggregate gross unrealized appreciation and depreciation based on that cost was:
Unrealized appreciation | $ 28,039 |
Unrealized (depreciation) | (23,922) |
Net unrealized (depreciation) | $ 4,117 |
There were no distributions paid during the period December 31, 2020 (commencement of investment operations) through May 31, 2021.
NOTE 10. MARKET RISK
Overall market risks may also affect the value of the Fund. 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, recessions and depressions, or other events could have a significant impact on the Fund and its investments and could result in increased premiums or discounts to the Fund’s net asset value, and may impair market liquidity, thereby increasing liquidity risk. The Fund 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 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.
Semi-Annual Report | 19
PARVIN HEDGED EQUITY SOLARI WORLD FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MAY 31, 2021 (UNAUDITED)
NOTE 11. SUBSEQUENT EVENTS
The Fund is required to recognize, in the financial statements, the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the financial statements. Management has evaluated subsequent events through the issuance of these financial statements and has noted no further events.
Semi-Annual Report | 20
PARVIN HEDGED EQUITY SOLARI WORLD FUND
EXPENSE ILLUSTRATION
MAY 31, 2021 (UNAUDITED)
Expense Example
As a shareholder of the Fund, you incur ongoing costs which typically consist of management fees; distribution and service (12b-1) fees; transaction fees such as redemption fees, sales loads and ongoing costs; 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, December 31, 2020 (commencement of investment operations) through May 31, 2021.
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 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 the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in this 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* |
| December 31, 2020 | May 31, 2021 | December 31, 2020 to May 31, 2021 |
|
|
|
|
Actual ** | $1,000.00 | $1,010.00 | $0.00 |
Actual | $1,000.00 | $1,010.00 | $9.42 |
Hypothetical |
|
|
|
(5% Annual Return before expenses) | $1,000.00 | $1,011.45 | $9.42 |
|
|
|
|
* Expenses are equal to the Fund's annualized expense ratio of 2.25%, multiplied by the average account value over the period, multiplied by 152/365 (to reflect the one-half year period). | |||
** Expenses after voluntary waiver outside of the Expense Limitation Agreement of 0.00% multiplied by the average account value over the period, multiplied by 152/365 (to reflect the one-half year period). |
Semi-Annual Report | 21
PARVIN HEDGED EQUITY SOLARI WORLD FUND
TRUSTEES & OFFICERS
MAY 31, 2021 (UNAUDITED)
The following table provides information regarding each Trustee who is not an “interested person” of the Trust, as defined in the 1940 Act.
Name Address and Year of Birth | Position(s) | Term | Principal | Number | Other Directorships Held by Trustee |
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 | 6 | 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 | 6 | None |
1The “Fund Complex” consists of the MSS Series Trust.
Semi-Annual Report | 22
PARVIN HEDGED EQUITY SOLARI WORLD FUND
TRUSTEES & OFFICERS (CONTINUED)
MAY 31, 2021 (UNAUDITED)
The following table provides information regarding each Trustee who is an “interested person” of the Trust, as defined in the 1940 Act and each officer of the Trust.
Name Address and Year of Birth | Position(s) | Term | Principal | Number | Other Directorships Held by Trustee |
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. | 6 | 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 1940 Act 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.
Each non-interested Trustee receives $300 per quarterly meeting attended.
The Statement of Additional Information includes addition information about the Trustees and is available without charge upon request, by calling toll free at 1-800-564-3899.
Semi-Annual Report | 23
PARVIN HEDGED EQUITY SOLARI WORLD FUND
ADDITIONAL INFORMATION
MAY 31, 2021 (UNAUDITED)
Information Regarding Proxy Voting
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 1-866-458-4744 and (2) from Fund documents filed with the Securities and Exchange Commission ("SEC") on the SEC's website at www.sec.gov.
Information Regarding Portfolio Holdings
The Fund files a complete schedule of investments with the SEC for the first and third quarter of each fiscal year on Form N-PORT. The Fund’s Form N-PORT reports are available on the SEC’s website at http://sec.gov. You may also obtain copies by calling the Fund at 1-866-458-4744.
Information Regarding Statement of Additional Information
The Statement of Additional Information includes additional information about the Trustees and is available without charge upon request, by calling toll free at 1-866-458-4744.
Liquidity Risk Management Program
The Fund has 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 Fund’s liquidity risk, taking into consideration, among other factors, the Fund’s 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 period ended May 31, 2021, the Trust’s Liquidity Program Administrator (the “Administrator”) reviewed the Fund’s investments and determined that the Fund 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 Fund’s liquidity risk management program is reasonably designed to prevent violations of the Liquidity Rule and (ii) the Fund’s liquidity risk management program has been effectively implemented.
Semi-Annual Report | 24
PARVIN HEDGED EQUITY SOLARI WORLD FUND
ADDITIONAL INFORMATION (CONTINUED)
MAY 31, 2021 (UNAUDITED)
Approval of Management Agreement
At a special meeting of the Board held December 16, 2020, the Board of Trustees (the "Board") of MSS Series Trust (the "Trust"), including a majority of the Trustees who are not "interested persons" as that term is defined in the Investment Company Act of 1940 discussed the approval of the management agreement (the "Management Agreement") between the Trust and Parvin Fund Management, LLC with respect to the Fund. The Board was assisted by legal counsel throughout the review process. The Board relied upon the advice of legal counsel and its own business judgment in determining the material factors to be considered in evaluating the Management Agreement and the weight to be given to each factor considered. The conclusions reached by the Trustees were based on a comprehensive evaluation of all of the information provided and were not the result of any one factor. Moreover, each Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the approval of the Management Agreement. In connection with its deliberations regarding the approval of the Management Agreement, the Board reviewed the materials prepared by the Advisor.
Nature, Extent and Quality of Service. The Trustees commented that Parvin was recently formed to provide advisory services to investment companies. They reviewed the business experience of key personnel responsible for servicing the Fund, noting that Parvin would use proprietary ESG standards developed by a member of Solari Investment Advisory Services, LLC to manage the Fund. They also noted that Parvin utilized Empirical Administrations, LLC (“Empirical”) for compliance and marketing services acknowledging that Empirical provides similar services to other funds within the Trust. They noted that Parvin utilized a multi-factor process for broker-dealer selection and would regularly evaluate its relationships with broker-dealers to determine execution quality. After further discussion, the Trustees agreed that Parvin should be given the opportunity to manage the Funds.
Performance. The Trustees reviewed the Fund’s investment strategy and objective. They further noted that Parvin was recently formed and lacked a prior performance record to submit for consideration. However, they acknowledged that the adviser’s affiliate had successfully managed separate accounts with a similar investment strategy. After further discussion, the Trustees concluded that Parvin had the potential to provide shareholders with reasonable returns.
Fees and Expenses. The Trustees noted that the Fund’s proposed advisory fee was 1.25% and observed that the Fund’s advisory fee was higher than the peer group average. They further noted that the Fund’s projected net expense ratio of 2.25% was higher than the Fund’s Morningstar category and peer group averages but within the ranges of the peer group. The Trustees acknowledged that the differences in the net expense ratios was the result of the size of certain funds included in the Fund’s peer group and Morningstar category. They noted that Parvin agreed to enter into an expense limitation agreement, under which it agreed to contractually limit expenses to 2.25%
Semi-Annual Report | 25
PARVIN HEDGED EQUITY SOLARI WORLD FUND
ADDITIONAL INFORMATION (CONTINUED)
MAY 31, 2021 (UNAUDITED)
subject to certain exclusions. The Trustees agreed that the advisory fee was not unreasonable.
Profitability. The Trustees reviewed the profitability analysis provided by Parvin with respect to each Fund and considered whether projected profits, if any, were reasonable. They noted that the adviser projected to incur a reasonable profit in connection with each Fund over the first two years of operations for each Fund. The Trustees concluded excessive profitability was not a relevant concern at this time.
Economies of Scale. The Trustees considered whether Parvin will experience economies of scale with respect to the management of the Fund. They noted that the adviser indicated that it was open to discussing the implementation of economies of scale as each Fund’s assets increased. The Trustees concluded that the absence of breakpoints at this time was reasonable.
Conclusion. Having requested and received such information from Parvin as the Trustees believed reasonably necessary to evaluate the terms of Management Agreement, and as assisted by the advice of counsel, the Trustees concluded that the fee structure was reasonable and that approval of the Management Agreement was in the best interests of the future shareholders of the Fund.
Semi-Annual Report | 26
Parvin Hedged Equity Solari World Fund
(Ticker: PHSWX)
Investment Adviser
Parvin Fund Management, LLC
Distributor
Arbor Court Capital, LLC
Transfer and Dividend Disbursing Agent
Mutual Shareholder Services, LLC
Custodian
U.S. Bank N.A.
Legal Counsel
Thompson Hine LLP
Independent Registered Public Accounting Firm
Sanville & Company
This report is provided for the general information of the shareholders of the Parvin Hedged Equity Solari World 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. 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
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: August 5, 2021
By /s/Brandon M. Pokersnik
Brandon M. Pokersnik
Secretary
Date: August 5, 2021