SecProbe.io

CORRESP
1
filename1.htm

Converted by EDGARwiz

October 28, 2024

Ashley Vroman-Lee

Senior Counsel

Thankam Varghese

Branch Chief

U.S. Securities and Exchange Commission

Division of Investment Management

Disclosure Review Office

100 F Street, N.E.

Washington, D.C.  20549

Re:

DSS AmericaFirst Funds File Nos. 811-22669, 333-179594

Dear Ms. Vroman-Lee and Ms. Varghese:

On August 28, 2024, DSS AmericaFirst Funds (the "Trust" or the "Registrant"), on behalf of its series, DSS AmericaFirst Defensive Growth Fund and DSS AmericaFirst Large Cap Share Buyback Fund (each a "Fund"), filed post-effective amendment number 33 to the Trust's registration statement (the "Amendment").  The Amendment was filed pursuant to Rule 485(a)(1) promulgated under the Securities Act of 1933. The main purposes of the Amendment was to:

(A)

(i) rename the DSS AmericaFirst Defensive Growth Fund as the DSS AmericaFirst Total Return Bond Fund, (ii) change the investment objective from capital appreciation through all market cycles to total return from income and capital appreciation, (iii) adopt an 80% bond investment policy, and (iv) recast strategy and risk disclosures; and

(B)

(i) rename the DSS AmericaFirst Large Cap Share Buyback Fund as the DSS AmericaFirst Alpha Trends Factor Fund, (ii) change the investment objective from growth of capital to capital gains, (iii) discontinue an 80% large capitalization companies investment policy, and (iv) recast strategy and risk disclosures.

On October 15, 2024, Ms. Vroman-Lee provided comments by phone to Parker Bridgeport; and on October 22, 2024, Ms. Varghese provided supplemental comments by phone to Parker Bridgeport.

Set forth below are your comments, as we understand them, followed by responses to those comments, which the Registrant has authorized Thompson Hine LLP to make on its behalf.  Where applicable, revisions indicated in responses to your comments will be reflected in an amendment to the registration statement to be filed subsequently to or concurrently with this letter.  Revisions to the summary portion of the prospectus have been carried over to the statutory portion.  All capitalized terms not defined herein have the meaning given to them in the registration statement.

DSS AmericaFirst Total Return Bond Fund

Prospectus – Fee Table

Comment 1.  In the fee table, please move footnote (1) that is attached to Acquired Fund Fees and Expenses one line item lower so that it attaches to Total Fund Operating Expenses.

Response:  The Registrant has relocated footnote (1) to Total Fund Operating Expenses.

Comment 2.  Please provide in correspondence a completed fee table.

Response:  The Registrant has included a completed fee table below.

Shareholder Fees

(fees paid directly from your investment)

 Class

A

 Class

U

 Class

I

Maximum Sales Charge

(Load) Imposed on Purchases (as a % of offering price)

 5.00%

 2.50%

 None

Maximum Deferred Sales Charge (Load)

(as a % of the lower of original purchase price or redemption proceeds)

 1.00%

 1.00%

 None

Redemption Fee

(as a % of amount redeemed, if sold within 90 days)

 1.00%

 1.00%

 1.00%

Wire Transfer Fee

 $15

 $15

 $15

Annual Fund Operating Expenses

(expenses that you pay each year as a

percentage of the value of your investment)

Management Fees

 0.50%

 0.50%

 0.50%

Distribution and/or Service (12b-1) Fees

 0.25%

 1.00%

 0.00%

Other Expenses

 8.42%

 8.43%

 8.44%

Acquired Fund Fees and Expenses

 0.02%

 0.02%

 0.02%

Total Annual Fund Operating Expenses (1)

 9.19%

 9.95%

 8.96%

Fee Waiver and Reimbursement (2)

 (8.58)%

 (9.34)%

 (8.35)%

Total Annual Fund Operating Expenses After Fee Waiver and Reimbursement

 0.61%

 0.61%

 0.61%

(1) The operating expenses in this fee table will not correlate to the expense ratio in the Fund's financial highlights because the financial statements include only the direct operating expenses incurred by the Fund, not the indirect costs of investing in other investment companies (i.e. acquired fund fees and expenses).

(2) The Advisor and the Trust have entered into an expense limitation agreement whereby the Advisor has contractually agreed to waive a portion of its fees and/or reimburse certain Fund expenses (exclusive of any (i) front-end or contingent deferred loads; (ii) brokerage fees and commissions, (iii) acquired fund fees and expenses; (iv) borrowing costs (such as interest and dividend expense on securities sold short); (v) taxes; (vi) specialized pricing services, (vii) proxy costs not borne by the Advisor or another party, (viii) unusual or unanticipated audit costs, (ix) change in service provider transition expenses, and (x) extraordinary expenses, such as litigation expenses (which may include indemnification of Fund officers and Trustees, contractual indemnification of Fund service providers (other than the Advisor))) in order to limit annual fund operating expenses to 0.59%, 0.59% and 0.59% for Class A, Class U and Class I, respectively.  These expense limitations will remain in effect until at least through October 31, 2025.  During its first year, this agreement may be terminated only by the Fund's Board of Trustees on written notice to the Advisor.  These fee waivers and expense reimbursements are subject to possible recoupment from the Fund in future years on a rolling three-year basis (within the three years after the date fees have been waived or reimbursed).  The Fund may only make a recoupment payment to the Advisor if such payment does not cause the Fund's expense ratio (after the recoupment payment is taken into account) to exceed the lesser of (i) the expense limit at the time of the waiver and reimbursement, and (ii) the Fund's then-current expense limit.

Comment 3.  Please confirm that the expense limitation will be in effect for at least one year from the registration statement's effective date or remove from fee table.

Response:  The Registrant confirms that expense limitation will be in effect for at least one year from the registration statement's November 1, 2024, effective date; and has added the word "through" when referring to the October 31, 2025, minimum term.

Comment 4.  In footnote (2) describing expense limitation agreement, please explain supplementally what is meant by "rolling" three-year basis.

Response:  The use of rolling is intended to convey possible recoupment up to three years from the date of the waiver and reimbursement.

Comment 5.  Please revise rolling related disclosures to include "from the date of waiver or reimbursement payment" to provide greater clarity.

Response:  The Registrant made the requested revision.

Comment 6.  Please revise related recoupment disclosures to read as "the Fund may only make a recoupment payment to the Advisor if such payment does not cause the Fund's expense ratio (after the repayment is taken into account) to exceed the lesser of (i) the expense limit at the time of the waiver and reimbursement, and (ii) the Fund's then-current expense limit."

Response:  The Registrant made the requested revision.

Comment 6 (supplemental).  Please revise footnote #2 to specify that only the Board may terminate the expense limitation agreement during the first year.

Response:  The Registrant made the requested revision.

Prospectus – Principal Investment Strategies

Comment 7.  When describing derivatives on the "preceding," please clarify that the preceding are debt instruments and ETFs that primarily invest in debt instruments.

Response.  The Registrant made the requested revision.

Comment 8.  Since there is no targeted portfolio maturity, please amend Principal Risk disclosures to address the risks that accompany this lack of a limit on portfolio maturity.

Response.  The Registrant made the requested revision.

Comment 9.  Please clarify what is meant by representative ETF.

Response:  The Registrant has elaborated on what is meant by representative ETF.

Comment 10.  Please clarify or define what is meant by "quantitative trend measures" and "other security selection techniques."

Response:  The Registrant has defined what is meant by "quantitative trend measures" and removed reference to "other security selection techniques."

Comment 11. Please disclose any known economic sectors to which the Fund expects to have significant exposure and provide related Principal Risks.

Response:  Upon review, the Registrant does not anticipate that the Fund will have significant exposure any economic sectors.

Prospectus – Principal Risks

Comment 12.  Please reorder Principal Risks in order of importance as contemplated under ADI 2019-08 "Improving Principal Risks Disclosure" rather than list alphabetically. (Applies to both Funds).

Response.  The Registrant has listed more important risks first and then reverted to a general alphabetical listing for the balance of the risks where likely importance cannot be predicted.

Comment 13.  Please include derivative risks.

Response.  The Registrant has included derivative risks, but given a relatively light treatment as derivatives are presently described as not part of the principal investment strategy.

Comment 14.  Please include a stand-alone interest rate risk.

Response.  The Registrant has included a stand-alone interest rate risk.

Comment 15.  When describing debt risk, please consider including current market conditions as contemplated in IM Guidance 2016-02 "Fund Disclosure Reflecting Risks Related to Current Market Conditions. (Applies to both Funds).

Response.  Upon review, the Registrant notes that with respect to the DSS AmericaFirst Total Return Bond Fund interest rate and debt related risks do not seem to be elevated on a historical basis, such as when the Federal Reserve had pushed interest rates to near zero.  Consequently, the Registrant does not believe it can meaningfully include reference to current market conditions.  Upon review, the Registrant notes that with respect to the DSS AmericaFirst Alpha Trends Factor Fund equity market risks do not seem to be elevated on a historical basis, such as during the recession related to 2008 or the start of the COVID-19 pandemic.  Consequently, the Registrant does not believe it can meaningfully include reference to current market conditions.

Comment 16.  Under Foreign Exposure Risk (or as a stand-alone risk) describe the currency risk of non-dollar securities.

Response.  The Registrant has elaborated on currency risk of non-dollar securities.

Comment 17.  When describing junk bonds include speculative in their description.

Response.  The Registrant has made the requested revision.

Prospectus – Other

Comment 18.  When describing the portfolio manager include a recitation that he is primarily responsible for the day-to-day management of the Fund.

Response.  The Registrant has made the requested revision.

Comment 19.  Please provide in correspondence a completed performance graph and table.

Response.  The Registrant has included a completed performance graph and table below.

Performance Bar Chart For Calendar Years Ended December 31

Best Quarter:

 Mar-13

 13.65%

Worst Quarter:

 Sep-21

 -22.82%

The year-to-date return as of the most recent calendar quarter which ended September 30, 2024, was 8.92%.

Performance Table

Average Annual Total Returns

(For periods ended December 31, 2023)

Class A Shares

 One

Year

 Five

Years

 Ten

Years

Return before taxes

 -8.72%

 -2.89%

 -3.36%

  Return after taxes on distributions

 -8.72%

 -2.89%

 -3.81%

  Return after taxes on distributions and sale of Fund shares

 -5.16%

 -2.17%

 -2.56%

Class I Shares

Return before taxes

 -3.50%

 -1.39%

 -2.23%

Class U Shares

Return before taxes

 -6.87%

 -2.88%

 -3.61%

Bloomberg US Aggregate Bond Index (1)

(reflects no deduction for fees, expenses or taxes)

 5.53%

 1.10%

 1.81%

Lipper Alternative Long/Short Equity Funds Index (2)

(reflects no deduction for taxes)

 10.17%

 6.25%

 3.65%

(1)

The Fund's primary broad-based securities market index was changed to reflect the Fund's new investment strategy.  The Bloomberg US Aggregate Bond Index is an unmanaged index comprised of U.S. Investment grade bond market securities, including government, government agency, corporate and mortgage-backed securities and includes the reinvestment of interest.

(2)

The Fund's prior primary broad-based securities market index was the Lipper Alternative Long/Short Equity Fund Index, which is an equal-dollar-weighted index of the largest mutual funds within Lipper's Long/Short Equity classification, which is defined as those funds that employ portfolio strategies combining long holdings of equities with short sales of equity, equity options or equity index options.

DSS AmericaFirst Alpha Trends Factor Fund

Prospectus – Fee Table

Comment 20.  In the fee table, please move footnote (1) that is attached to Acquired Fund Fees and Expenses one line item lower so that it attaches to Total Fund Operating Expenses.

Response:  The Registrant has relocated footnote (1) to Total Fund Operating Expenses.

Comment 21.  Please provide in correspondence a completed fee table.

Response:  The Registrant has included a completed fee table below.

Shareholder Fees

(fees paid directly from your investment)

 Class

A

 Class

U

 Class

I

Maximum Sales Charge

(Load) Imposed on Purchases (as a % of offering price)

 5.00%

 2.50%

 None

Maximum Deferred Sales Charge (Load)

(as a % of the lower of original purchase price or redemption proceeds)

 1.00%

 1.00%

 None

Redemption Fee

(as a % of amount redeemed, if sold within 90 days)

 1.00%

 1.00%

 1.00%

Wire Transfer Fee

 $15

 $15

 $15

Annual Fund Operating Expenses

(expenses that you pay each year as a

percentage of the value of your investment)

Management Fees

 1.25%

 1.25%

 1.25%

Distribution and/or Service (12b-1) Fees

 0.25%

 1.00%

 0.00%

Other Expenses

 4.06%

 4.05%

 4.05%

Acquired Fund Fees and Expenses

 0.01%

 0.01%

 0.01%

Total Annual Fund Operating Expenses (1)

 5.57%

 6.31%

 5.31%

Fee Waiver and Reimbursement (2)

 (3.34)%

 (3.33)%

 (3.32)%

Total Annual Fund Operating Expenses After Fee Waiver and Reimbursement

 2.23%

 2.98%

 1.99%

(1)

The operating expenses in this fee table will not correlate to the expense ratio in the Fund's financial highlights because the financial statements include only the direct operating expenses incurred by the Fund, not the indirect costs of investing in other investment companies (i.e. acquired fund fees and expenses).

(2)

The Advisor and the Trust have entered into an expense limitation agreement whereby the Advisor has contractually agreed to waive a portion of its fees and/or reimburse certain Fund expenses (exclusive of any (i) any front-end or contingent deferred loads; (ii) brokerage fees and commissions, (iii) acquired fund fees and expenses; (iv) borrowing costs (such as interest and dividend expense on securities sold short); (v) taxes; (vi) legal fees; (vii) specialized pricing services, (viii) proxy costs not borne by the Advisor or another party, (ix) unusual or unanticipated audit costs, (x) change in service provider transition expenses, and (xi) extraordinary expenses, such as litigation expenses (which may include indemnification of Fund officers and Trustees, contractual indemnification of Fund service providers (other than the Advisor))) in order to limit annual fund operating expenses to 1.75%, 2.50% and 1.52% for Class A, Class U and Class I, respectively.  These expense limitations will remain in effect until at least through October 31, 2025.  During its first year, this agreement may be terminated only by the Fund's Board of Trustees on written notice to the Advisor.  These fee waivers and expense reimbursements are subject to possible recoupment from the Fund in future years on a rolling three-year basis (within the three years after the date fees have been waived or reimbursed).  The Fund may only ma