N-CSRS

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 811-21575

BRYCE CAPITAL GROWTH FUND

BRYCE CAPITAL VALUE FUND,

EACH A SERIES OF BRYCE CAPITAL FUNDS

 (Exact name of registrant as specified in charter)

2 Thornell Road, Pittsford, NY

14534

(Address of principal executive offices)

(Zip code)

Dennis E. Lohouse, Treasurer, Bryce Capital Funds, 2 Thornell Road, Pittsford, NY 14534

Registrant's telephone number, including area code: 585-381-2990

Date of fiscal year end: 6/30/10

Date of reporting period: 12/31/09

Form N-CSR is to used by management investment companies to file reports with the Commission no 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.

Bryce Capital Growth Fund

Bryce Capital Value Fund

Semi-Annual Report to Shareholders

December 31, 2009

Table of Contents

Bryce Capital Value Fund
Performance and Returns	4
Top Ten Holdings	5
Top Five Sectors	5
Schedule of Investments	6
Financial Statements	9
Statement of Assets and Liabilities	9
Statement of Operations	10
Statement of Changes in Net Assets	11
Financial Highlights	12
Bryce Capital Growth Fund	13
Performance and Returns	14
Top Ten Holdings	15
Top Five Sectors	15
Schedule of Investments	16
Financial Statements	18
Statement of Assets and Liabilities	18
Statement of Operations	19
Statement of Changes in Net Assets	20
Financial Highlights	21
Notes to Financial Statements	22
Shareholder Fee Examples	27
Trustees and Officers	28

Table 1
PERFORMANCE
Annualized for the period ended December 31, 2009
		Bryce Value	Russell	S&P 500
		Fund	1000 Value
Six Months ended 12/31/09		15.7%	23.2%	22.6%
One Year		-9.1%	19.7%	26.5%
Three Year		-16.7%	-9.0%	-5.9%
Five Year		-3.1%	-0.3%	0.4%
Since Inception	(September 14, 2004)	-1.6%	-2.6%	-2.2%

*The S&P 500 Index (SPX) is an unmanaged market capitalization-weighted index of common stocks generally considered to be representative of the stock market in general.  Each stock's weight in the index is proportionate to its market value. You cannot invest directly in an index.

The performance data shown is historical.  Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown.  The principal value and investment return will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.  You can obtain performance information current to the most recent month end by calling 1-866-62BRYCE.

Bryce Capital Value Fund
Investment Changes
Top Ten Stocks as of December 31, 2009
	% of fund's net assets
TD Ameritrade Holding Corp	2.3
Dell Inc.	2.2
EMC Corp.-Mass.	2.2
Skyworks Soulutions Inc.	2.2
Perkinelmer Inc	2.2
Waters Corporation	2.2
MEDNAX, Inc	2.2
Mosaic Co.	2.2
Blue Coat Systems Inc	2.1
Commerce Bancshares, Inc.	2.1
	21.9
Top Five Market Sectors as of December 31, 2009
	% of fund's net assets
Health Care	28.5
Information Technology	21.1
Consumer Discretionary	16.3
Financials	15.5
Materials	6.2
Asset Allocation (% of Fund's net assets)
As of December 31, 2009

Bryce Capital Value Fund
Investments December 31, 2009
Showing Percentage of Net Assets
COMMON STOCK		101.69%
		Shares	Value
Industrials		3.9%
	L-3 Comm Titan	1,125	97,818
+	Corrections CP America	4,000	98,200
			196,018
Consumer Discretionary		16.3%
	Block (H&R)	4,700	106,314
	Coach Inc.	3,000	109,590
	Cracker Barrel Old Ctry Store	2,650	100,673
+	Deckers Outdoor	1,000	101,720
+	Dollar Tree	2,225	107,468
+	Kohls Corp	1,900	102,467
	Ross Stores Inc	2,200	93,962
	Yum Brands Inc.	2,900	101,413
			823,607
Consumer Staples		6.1%
	Diamond Foods	2,900	103,066
	McCormick & Company	2,875	103,874
	Pepsico Incorporated	1,625	98,800
			305,740
Energy		4.1%
	Core Laboratories	900	106,308
	World Fuel Svcs Corp	3,700	99,123
			205,431
Financials		15.5%
+	Affiliated Managers Group Inc Com	1,525	102,709
	Commerce Bankshares, Inc.	2,835	109,771
	Eaton Vance	2,700	82,107
	Goldman Sachs Group Inc Com	600	101,304
	Morgan Stanley Co	3,400	100,640
+	Ocwen Finl Corp	9,050	86,609
+	TD Ameritrade Holding Corp.	5,950	115,311
	Travelers Co. (The)	1,700	84,762
			783,213
Bryce Capital Value Fund
Investments - continued
Health Care		28.5%
	Amerisourcebergen	3,700	96,459
	Biovail Corp	7,300	101,908
	Computer Programs & Sys Inc	2,000	92,100
+	Davita	1,750	102,795
+	Edwards Lifesciences Corp	1,250	108,563
+	Humana	2,300	100,946
	Lilly (Eli)	3,000	107,130
	McKesson Inc.	1,650	103,125
+	Medco Hearlth Solutions Inc	1,525	97,463
+	Mednax	1,850	111,204
+	Mettler-Toledo Int'l	900	94,491
	Teva Pharmaceutical Inds Ltd Adr	1,825	102,528
+	Thermo Electron Corp.	2,200	104,918
+	Waters Corp.	1,800	111,528
			1,435,158
Materials		6.2%
	Potash Corp. Saskatchewan, Inc.	850	92,225
	Scotts Miracle-Gro Company	2,750	108,103
	The Mosaic Co.	1,850	110,501
			310,829
Information Technology		21.1%
+	Blue Coat Systems	3,855	110,022
+	BMC Software Inc	2,700	108,270
+	Check Point Software Technologies Ltd	3,050	103,334
+	Dell Inc.	7,950	114,162
+	EMC Corp	6,500	113,554
	Flir Systems	3,000	98,160
	Maximus Inc	1,925	96,250
+	Open Text Corp Com	2,300	93,495
	PerkinElmer Inc.	5,475	112,730
+	Skyworks Solutions Inc	8,000	113,520
			1,063,497
TOTAL COMMON STOCKS			$   5,123,493
Bryce Capital Value Fund
Investments - continued
MONEY MARKET FUNDS
Overdraft due to Securities Settlements		-1.69%	(85,069)
TOTAL MONEY MARKET FUNDS			0
NET INVESTMENT ASSETS - 100.0%			$   5,038,424
	+ non income producing security

BRYCE CAPITAL FUNDS
STATEMENT OF ASSETS AND LIABILITIES
as of December 31, 2009
Unaudited
		Bryce Capital
		Value Fund
Assets:
	Investments in securities, at fair value	5,123,493
	Overdraft	(85,069)
	Dividends and interest receivable	3,169
	Receivable for securities sold	42,146
	Prepaid Expenses	27,659
	Total Assets	5,111,398
		22,948
Liabilities:
	Payable for securities purchased	10,924
	Accrued expenses and other liabilities	12,024
	Total Liabilities	22,948
	Net Assets	$                    5,088,450
Net Assets Consist Of:
	Paid in capital	$                    9,265,869
	Accumulated net investment gain (loss)	(44,762)
	Accumulated net realized loss from security transactions	(4,221,702)
	Distributed LT Gains and Net income	(896,020)
	Net unrealized appreciation of investments	985,065
		$                    5,088,450
	Shares Outstanding	664,646
	Net asset value and redemption price per share	$                             7.66

BRYCE CAPITAL FUNDS
STATEMENT OF OPERATIONS
For the Period of July 1, 2009 through December 31, 2009
Unaudited
		Bryce Capital
		Value Fund
Investment Income:
	Dividends	$        26,066
	Interest	0
	Total investment income	26,066
Expenses:
	Advisory fees (Note 2)	26,566
	Accounting fees	12,891
	Transfer agent fees	9,091
	Legal fees	6,285
	Audit fees	3,693
	Registration fees	3,914
	Shareholder reporting expense	1,132
	Custody fees	1,984
	Miscellaneous fees & expenses	3,967
	Total expenses	69,523
	Less:
	Advisory fees waived and expenses reimbursed (Note 2)	(36,267)
	Net expenses	33,256
	Net investment gain (loss)	(7,190)
Net Realized and Unrealized Gain/(Loss)
on Investments (Notes 1 and 3):
	Net realized gain/(loss) from security transactions	88,389
	Net change in unrealized appreciation of investments	611,967
	Net realized and unrealized gain on investments	52,563
	Net increase in net assets resulting from operations	$        693,166

BRYCE CAPITAL FUNDS
STATEMENT OF CHANGES IN NET ASSETS
Bryce Capital Value Fund
			Unaudited
		6 mos ended		Year Ended	Year Ended	Year Ended	Year Ended
		December 30, 2009		June 30, 2009	June 30, 2008	June 30, 2007	June 30, 2006
From Operations:
	Net investment gain/loss	(7,190)		(37,572)	$                  44,406	$              (11,089)	$                    (17,462)
	Net realized gain/loss from security transactions	88,389		(4,865,258)	251,133.00	495,953	56,915
	Net change in unrealized appreciation
	of investments	611,967		(1,824,719)	594,686	692,884	495,400
	Net increase in net assets
	resulting from operations	693,166		(6,727,549)	890,225	1,177,748	534,853
From Capital Share Transactions:
	Shares sold	194,693		2,461,150	4,321,440	1,168,779	2,839,759
	Shares redeemed	(769,448)		(2,593,176)	(938,885)	(920,892)	(318,718)
	Reinvested Shares	-		290,343
	Net increase in net assets from
	capital share transactions	(574,755)		158,317	3,382,555	247,886	2,521,041
	Net increase in net assets	118,411		(6,569,232)	4,272,780	1,425,634	3,055,894
Net Assets:
	Beginning of Period	$                  4,900,039		$                      11,713,381	$             7,440,601	$          6,014,967	2,959,073
	End of Period	$                  5,088,450		$                        4,900,039	$        11,713,381	$        7,440,601	$              6,014,967
	(Includes accumulated net investment gain(loss) of:)	(44,762)		(37,572)	7,961	(36,445)	$                   (25,356)
Capital Share Transactions:
	Shares as of beginning of period	740,668		741,402	477,131	458,525	264,298
	Shares sold	27,470		234,328	284,186	94,036	218,142
	Shares redeemed	(103,492)		(270,298)	(63,673)	(75,430)	(23,915)
	Capital gains reinvested	-		35,236	43,758
	Shares as of end of period	664,646		740,668	741,402	477,131	458,525

BRYCE CAPITAL FUNDS
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout each period)
Bryce Capital Value Fund
			Unaudited
		6 mos. Ended	Year Ended	Year Ended	Year Ended	Year Ended	Year Ended
		31-Dec-09	June 30, 2009	June 30, 2008	June 30, 2007	June 30, 2006	June 30, 2005
Net Asset Value, Beginning of Period		6.62	15.77	$               15.58	13.12	$               11.20	$             10.00
Capital Gain and Income distribution			(0.25)	$                 1.12
Income (Loss) From
Investment Operations:
	Net investment gain/loss (1)	(0.01)	(0.05)	$               (0.07)	$               (0.02)	$                (0.05)	$             (0.06)
	Net realized and unrealized gain/loss
	from investment operations (1)	1.05	(8.85)	$                 1.41	$                2.49	$                 1.97	$               1.26
Total from investment operations		1.04	(8.90)	$                 1.34	$                2.47	$                 1.92	$               1.20
Net Asset Value, End of Period		7.66	6.62	$               15.77	$              15.59	$               13.12	$             11.20
Total Return (2)		15.7%	-56.9%	8.4%	18.8%	17.0%	12.0%
Ratios/Supplemental Data:
Net assets, end of period (000s)		$            5,088	$              4,900	$             11,713	$              7,441	$               6,015	$             2,959
Ratio of expenses to average net
	assets, before waiver/reimbursement (3)	2.67%	2.92%	1.67%	2.21%	2.63%	7.20%
Ratio of net expenses to average net
	assets, after waiver/reimbursement (3)	1.25%	1.25%	1.22%	1.25%	1.25%	1.25%
Ratio of net investment loss to average
	net assets, before waiver/reimbursement (3)	-0.84%	-1.46%	-1.02%	-1.14%	2.02%	-6.23%
Ratio of net investment loss to average
	net assets, after waiver/reimbursement (3)	-0.28%	-0.52%	-0.05%	-0.17%	-0.37%	-0.65%
Portfolio Turnover Rate		24.5.%	462%	47.25%	20.31%	40.26%	147.52%
(1) Per share amounts calculated using the average shares method, which more appropriately presents the per
share data for the period.
(2) Total returns are historical and assume changes in share price, reinvestment of dividends and capital gains
distributions, if any.  Total returns for periods less than one year are not annualized. Had the Advisor not
assumed a portion of the expenses, returns would have been lower.
(3) Annualized.

Table 1
PERFORMANCE
Annualized for the period ended December 31, 2009
		Bryce Growth	Russell	S&P 500
		Fund	1000 Growth
Six Months Ended 12/31/09		19.5%	23.0%	22.6%
One Year		37.9%	37.2%	26.5%
Three Year		-0.3%	-1.9%	-5.9%
Five Year		-0.2%	1.6%	0.4%
Since Inception	(September 14, 2004)	2.6%	-1.1%	-2.2%
Cumulative	(not annualized)	7.9%	-5.3%	-10.1%

*The S&P 500 Index (SPX) is an unmanaged market capitalization-weighted index of common stocks generally considered to be representative of the stock market in general.  Each stock's weight in the index is proportionate to its market value. You cannot invest directly in an index.

The performance data shown is historical.  Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown.  The principal value and investment return will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.  You can obtain performance information current to the most recent month end by calling 1-866-62BRYCE.

Bryce Capital Growth Fund
Investment Changes
Top Ten Stocks as of December 31, 2009
	% of fund's net assets
Nvidia Corporation	4.1
Sandisk Corporation	3.7
Marvell Technology Group Ltd	3.7
Almost Family, Inc.	3.7
HMS Holdings Corp	3.6
Broadcom Corporation Class A	3.6
Intuitive Surgical Inc	3.6
Mastercard Inc Cl. A	3.5
Priceline Com Incorporation	3.4
Panera Bread Company - Class A	3.4
	36.3%
Top Five Market Sectors as of December 31, 2009
	% of fund's net assets
Information Technology	35.3
Consumer Discretionary	24.6
Health Care	23.8
Consumer Staples	6.7
Financials	6.5
	96.9
Asset Allocation (% of Fund's net assets)
As of  December 31, 2009

Bryce Capital Growth Fund
Investments December 31, 2009
Showing Percentage of Net Assets
COMMON STOCK		99.96%
		Shares	Value
Consumer Discretionary		24.6%
+	Amazon Com Inc	1,000	134,520
+	BJ's Restaurants Inc	8,500	159,970
+	Buffalo Wild Wings Inc	3,800	153,026
+	Las Vegas Sands, Inc	9,000	134,460
+	Netflix Com Inc	2,885	159,079
+	Panera Bread Co	2,600	174,122
+	Priceline Com Inc	800	174,800
	TJX Cos Inc New	4,500	164,475
			1,254,452
Consumer Staples		6.7%
+	Green Mountain Coffee Roasters	2,100	171,087
+	Whole Foods Mkt Inc	6,200	170,190
			341,277
Energy		3.2%
	National Oilwell Varco Inc.	3,650	160,929
			160,929
Financials		6.5%
	Blackrock, Inc	700	162,540
+	Intercontinental Exchange Inc.	1,500	168,450
			330,990
Health Care		23.8%
+	Almost Family	4,750	187,767
+	Cerner Corp Com	2,000	164,880
+	Express Scripts	2,000	172,900
+	HMS Hldgs Corp	3,800	185,022
+	IDEXX Laboratories, Inc	3,050	162,992
+	Intuitive Surgical	600	181,992
	Quality Sys Inc	2,550	160,114
			1,215,667
Bryce Capital Growth Fund
Investments - continued
Information Technology		35.3%
+	Apple Inc Com	800	168,688
	Broadcom Corp Cl A	5,825	183,196
+	Google Inc. Cl A	275	170,495
+	Marvell Technology Group Ltd	9,050	187,787
	Mastercard Inc., Cl. A	700	179,186
+	NVIDIA Corp Com	11,300	211,084
+	Netease Com Inc	4,550	171,171
+	Nuance Corporation	11,000	170,940
+	Sandisk Corporation	6,500	188,435
+	Vmware, Inc.	4,000	169,520
			1,800,502
TOTAL COMMON STOCKS			$      5,103,817
MONEY MARKET FUNDS
Dreyfus Institutional Res Money		0.04%	1,841
TOTAL MONEY MARKET FUNDS			1,841
NET INVESTMENT ASSETS - 100.0%			$      5,105,658
	+ Indicates stock with no dividend income

BRYCE CAPITAL FUNDS
STATEMENT OF ASSETS AND LIABILITIES
as of December 31, 2009
Unaudited
		Bryce Capital
		Growth Fund
Assets:
	Investments in securities, at fair value	5,103,817
	Cash and Cash equivalents	1,841
	Receivable for investments sold	59,718
	Prepaid expenses and other assets	43,053
	Total Assets	5,208,429
Liabilities:
	Accrued expenses and other liabilities	0
	Total Liabilities	0
	Net Assets	$    5,208,429
Net Assets Consist Of:
	Paid in capital	5,556,383
	Accumulated net investment loss	(178,535)
	Accumulated net unrealized loss from security transactions	(1,705,100)
	Net unrealized appreciation of investments	1,535,681
		$    5,208,429
	Shares Outstanding	464,760
	Net asset value and redemption price per share	$           11.21

BRYCE CAPITAL FUNDS
STATEMENT OF OPERATIONS
For the Period of July 1, 2009 through December 31, 2009
Unaudited
		Bryce Capital
		Growth Fund
Investment Income:
	Dividends	$          9,043
	Interest	2
	Total investment income	9,045
Expenses:
	Advisory fees (Note 2)	26,387
	Accounting fees	12,891
	Transfer agent fees	9,091
	Legal fees	6,285
	Audit fees	3,693
	Registration fees	3,914
	Insurance expense	0
	Shareholder reporting expense	1,500
	Miscellaneous Fees & Expenses	3,599
	Custody fees	1,984
	Total expenses	69,344
	Less:
	Advisory fees waived and expenses reimbursed (Note 2)	(36,300)
	Net expenses	33,044
	Net investment loss	(23,999)
Net Realized and Unrealized Gain/(Loss)
on Investments (Notes 1 and 3):
	Net realized gain/(loss) from security transactions	531,694
	Net change in unrealized appreciation of investments	640,992
	Net realized and unrealized loss on investments	1,172,686
	Net increase in net assets resulting from operations	$   1,148,687

BRYCE CAPITAL FUNDS
STATEMENT OF CHANGES IN NET ASSETS
Bryce Capital Growth Fund - Unaudited
		6 mos Ended	Year Ended	Year Ended	Year Ended	Year Ended
		12/31/09	6/30/09	6/30/08	6/30/07	6/30/06
From Operations:
	Net investment loss	(23,999)	(38,554)	$         (47,056)	$        (22,915)	$           (20,881)
	Net realized gain from security transactions	531,694	(2,023,691)	33,197	87,285	(79,497)
	Net change in unrealized appreciation
	of investments	640,992	(137,890)	276,429	301,549	208,977
	Net increase in net assets
	resulting from operations	1,148,687	(2,200,135)	262,570	365,919	108,599
From Capital Share Transactions:
	Shares sold	142,075	2,025,102	1,997,412	880,647	1,749,442
	Shares redeemed	(899,535)	(1,188,259)	(538,000)	(725,168)	(243,181)
	Net increase in net assets from
	capital share transactions	(757,460)	836,843	1,459,627	155,479	1,506,261
	Net increase in net assets	391,227	(1,363,292)	1,722,197	521,398	1,614,860
Net Assets:
	Beginning of Period	$    4,817,202	$        6,180,494	$      4,458,297	$     3,936,899	2,322,039
	End of Period	$    5,208,429	$     4,817,202	$   6,180,494	$  4,458,297	$     3,936,899
	(Includes accumulated net investment loss of:)	(178,535)	(154,536)	(100,556)	(53,500)	$           (30,585)
Capital Share Transactions:
	Shares as of beginning of period	533,931	473,991	359,909	345,578	216,943
	Shares sold and reinvested	14,980	188,754	156,538	68,713	148,816
	Shares redeemed	(84,151)	(128,814)	(42,456)	(54,382)	(20,181)
	Shares as of end of period	464,760	533,931	473,991	359,909	345,578
* Beginning date as of September 14, 2004 (commencement of operations).

BRYCE CAPITAL FUNDS
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout each period)
Bryce Capital Growth Fund - Unaudited
		6 mos ended	Year Ended	Year Ended	Year Ended	Year Ended	Year Ended
		12/31/2009	6/30/09	6/30/08	6/30/07	6/30/06	6/30/05
Net Asset Value, Beginning of Period		$            9.02	$         13.04	$        12.39	$      11.39	$      10.71	$   10.00
	Capital Gains Distribution		$           0.07
Income (Loss) From
Investment Operations:
	Net investment loss (1)	$          (0.12)	$         (0.07)	$        (0.06)	$      (0.06)	$      (0.07)	$   (0.09)
	Net realized and unrealized gain (loss)
	from investment operations (1)	$            2.31	$         (4.01)	$          0.71	$        1.06	$        0.75	$     0.80
Total from investment operations		$            2.19	$         (4.08)	$          0.65	$        1.00	$        0.68	$     0.71
Net Asset Value, End of Period		$          11.21	$           9.02	$        13.04	$      12.39	$      11.39	$   10.71
Total Return (2)		19.5%	-32.1%	7.2%	8.8%	6.4%	7.1%
Ratios/Supplemental Data:
Net assets, end of period (000s)		$          5,208	$         4,817	$        6,180	$      4,458	$3,937	$2,322
Ratio of expenses to average net
	assets, before waiver/reimbursement (3)	2.66%	3.55%	2.58%	2.95%	3.41%	7.99%
Ratio of net expenses to average net
	assets, after waiver/reimbursement (3)	1.25%	1.25%	1.25%	1.25%	1.25%	1.25%
Ratio of net investment loss to average
	net assets, before waiver/reimbursement (3)	-2.32%	-3.07%	-2.26%	-2.54%	-2.92%	-7.53%
Ratio of net investment loss to average
	net assets, after waiver/reimbursement (3)	-1.16%	-0.77%	-0.91%	-0.82%	-0.62%	-1.03%
Portfolio Turnover Rate		31.73%	442.00%	51.50%	31.04%	41.91%	123.20%
(1) Per share amounts calculated using the average shares method, which more appropriately presents the per
share data for the period.
(2) Total returns are historical and assume changes in share price, reinvestment of dividends and capital gains
distributions, if any.  Total returns for periods less than one year are not annualized. Had the Advisor not
assumed a portion of the expenses, returns would have been lower.
(3) Annualized.

BRYCE CAPITAL FUNDS

NOTES TO FINANCIAL STATEMENTS

December 31, 2009

Note 1.  Organization

Bryce Capital Funds (the “Trust”) was organized as a Delaware business trust formed on April 1, 2004 and currently offers two series: Bryce Capital Growth Fund and Bryce Capital Value Fund (each, a “Fund” or a “Series”). Each Series is authorized to issue an unlimited number of shares, par value $.001 per share. All shares of each Series have equal rights and privileges.

The Trust is registered as an open-end, non-diversified, management investment company under the Investment Company Act of 1940, as amended (“1940 Act”). Each Fund commenced investment operations on September 14, 2004.  Each Fund’s business and affairs are managed by its officers under the direction of the Board of Trustees.  Each Fund’s investment objective is to seek long-term growth of capital.

Note 2.  Significant Accounting Policies

The following is a summary of significant accounting policies consistently followed by each Fund.  These policies are in conformity with accounting principles generally accepted in the United States of America.

A.

Security Valuation – Securities listed on a national securities exchange and certain over-the-counter securities are valued as of the close of each business day, at the last sales price on the exchange or the over-the-counter market in which such securities are primarily traded, or in the absence of recorded sales, the mean between the closing bid and ask prices. NASDAQ traded securities are valued at the NASDAQ official closing price (NOCP).  Securities for which market quotations are not readily available are valued at their fair value following procedures approved by the Board of Trustees.  Short-term investments held by a Fund that mature in 60 days or less are valued at amortized cost, which approximates market value.

B.

Fair Value Measurements - Financial Accounting Standards Board Statement No. 157, Fair Value Measurements (FASB Statement No. 157), establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under FASB Statement No. 157 are described below:

Level 1. Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Funds have the ability to access.

Level 2. Inputs to the valuation methodology include:

Quoted prices for similar assets or liabilities in active markets; Quoted prices for identical or similar assets or liabilities in inactive markets; Inputs other than quoted prices that are observable for the asset or liability; Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3. Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

There were no level 2 or level 3 inputs used for valuing securities in the Funds.

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases for the 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.

The following is a summary of the inputs used as of June 30, 2009 in valuing the Funds' Assets

Investments in Securities at value	Level 1- Quoted Prices	Level 2- Other significant Observable Inputs	Level 3 - Significant Unobservable Inputs	Total
Growth Fund Common Stocks	$5,103,818	-	-	$5,103,818
Value Fund Common Stocks	$5,123,493	-	-	$5,123,493

C.

Security Transactions and Related Investment Income - Securities transactions are accounted for on the trade date.  Cost is determined and gains and losses are based upon the specific identification method for both financial statement and Federal income tax purposes.   Dividend income is recorded on the ex-dividend date.  Interest income is recorded on the accrual basis.   

D.

Federal Income Taxes - Each Fund intends to continue to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income to its shareholders.  Therefore, no provision for Federal income tax is required. Effective July 1, 2007, the Fund adopted FASB ASC 740-10 (“FIN 48”)“Accounting for Uncertainty in Income Taxes,” which requires that the effects of a tax position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Management has concluded that the Fund has taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of FIN 48. The Fund files income tax returns in the U.S. federal jurisdiction and New York. The statue of limitations on the Fund’s federal and state tax filings remains open for the fiscal years ended June 30, 2009, June 30, 2008, June 30, 2007, and June 30, 2006.

E.

Dividends and Distributions to Shareholders - Each Fund records dividends and distributions to shareholders on the ex-dividend date.  Each Fund will distribute its net investment income, if any, and net realized capital gains, if any, annually.

F.

UNREALIZED APPRECIATION AND DEPRECIATION ON INVESTMENTS

(TAX BASIS) As of June 30, 2009

	Bryce Capital Growth Fund	Bryce Capital Value Fund
Gross Appreciation (excess of value over tax cost)	$     1,535,684	$       997,906
Gross Depreciation (excess of tax cost over value)	$                   0	$       (12,841)
Net Unrealized Appreciation or (Depreciation)	$    1,535,684	$       985,065

At June 30, 2009, the Growth Fund and the Value Fund have available for tax purposes unused capital loss carryovers of $1,891,380 and $4,865,258 respectively which will expire in 2014.

G.

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenues and expenses during the reporting periods.  Actual results could differ from those estimates.  

H.

New Accounting Pronouncements In March 2008, the FASB issued FASB ASC 815-10 (“SFAS No. 161”), “Disclosures about Derivative Instruments and Hedging Activities”. FASB ASC 815-10 is intended to improve financial reporting about derivative instruments and hedging activities. The Fund has determined there is no effect on the accompanying financial statements.

Costs incurred in connection with the Fund’s organization are paid by “the Funds” investment advisor Bryce Capital Management, LLC.

Note 3. Due From Advisor

In order to eliminate the "Due From Adviser" asset from the June 30th, 2009 Balance sheet of the Value Fund and the Growth Fund, Bryce Capital Management, LLC, under the terms of its Expense Reimbursement Agreement with the Funds, has remitted cash in the amount of $153,137.41 to the Growth Fund and $52,333.58 to the Value Fund in payment of this item. In addition, The Adviser has returned to the funds $26,364.38 and $26,559.38 respectively, owed to it by the Funds under the Investment Management Agreement.

Note 4.  Investment Advisory Fee and Other Transactions

The Trust has entered into an investment advisory agreement (the “Agreement”) on behalf of each Fund with Bryce Capital Management, LLC. (the “Adviser”). Pursuant to the Agreement, the Adviser manages the investment portfolio of the Funds, subject to policies adopted by the Trust’s Board of Trustees, and furnishes office space and all necessary facilities, equipment and executive personnel necessary for managing the day-to-day operations of the Funds.   For its services, the Adviser receives a fee, paid monthly, calculated at an annual rate of 1.00% of each Fund’s average daily net assets.

The Adviser voluntarily agreed to waive its advisory fee through December 31, 2009 and reimburse other expenses to the extent a Fund’s operating expenses exceed 1.25% (excluding distribution and service fees, brokerage commissions, interest, taxes and extraordinary expenses, if any) of each Fund’s average daily net assets. The Fund has a recapture agreement with the Adviser allowing for reimbursement of waived fees and/or reimbursed fees subject to the expense limits of the Funds. To the extent that the advisor has waived its fees and not provided reimbursement to the Fund, the Fund carries an asset called “Due From Adviser”. As of December 31, 2009 the Adviser had no owned balance with the fund.

For the period ended December 31, 2009, the Adviser waived fees amounting to the following:

Bryce Capital Value Fund	$36,267
Bryce Capital Growth Fund	$36,300

Under the terms of the Expense Limitation Agreement with the Funds, the Advisor, with the approval of the Board of Trustee's, can recapture fees waived during the last three years. Reimbursement of fees is contingent on the funds generating sufficient income to pay all of its expenses including the Investment Management Fees. Since the inception of the funds in September of 2004, no waived fees have been reimbursed by the Funds.

The Trust has entered into a Fund Accounting Service Agreement and a Transfer Agency and Service Agreement (“Agreements”) with Gemini Fund Services, LLC (“GFS”).  Pursuant to the Agreements, GFS serves as Transfer Agent and Dividend Disbursing and Fund Accounting Agent to each Fund.  For these services, each Fund pays GFS an annual fee, paid monthly, based on a percentage of the Fund’s average daily net assets, subject to certain minimum requirements.

Northern Lights Distributors, LLC (“AFD”) is the Distributor of the Trust.  The Trust on behalf of each Fund has adopted a Distribution Plan (“Plan”) pursuant to Rule 12b-1 under the 1940 Act.  Pursuant to the Plan, the Distributor will pay the promotional and advertising expenses related to the distribution of each Fund’s shares and for the printing of all Fund prospectuses used in connection with distribution and sale of each Fund’s shares. Each Fund will pay the Distributor a fee calculated at an annual rate of 0.25% of the Fund’s average daily net assets. During the period ended December 31, 2009, the Plan was not in effect, hence the Funds did not accrue any fees and no payments were made.  

Note 5.  Investment Transactions

The aggregate purchases and sales of securities, excluding short-term investments, for each Fund for the year ended December 31, 2009 were approximately as follows:

	Capital Value Fund	Capital Growth Fund
Purchases	$1,949,105	$2,460,555
Sales	$2,445,147	$3,153,455

Note 6. Regulatory and Shareholder Matters

PROXY VOTING POLICIES AND PROCEDURES

The policies and procedures used to determine how to vote proxies relating to the Funds’ portfolio securities are available without charge online at www.brycecapital.com or upon request by calling the Chief Compliance Officer at 1-866-62-bryce. This information is also on the Securities and Exchange Commission’s website at www.sec.gov.

PROXY VOTING RECORD

For the most fiscal year ended June 30, information regarding how proxies relating to portfolio securities were voted on behalf of each of the Funds is available without charge online at www.brycecapital.com and on the Securities and Exchange Commission’s website at www.sec.gov.

QUARTERLY DISCLOSURE OF PORTFOLIO HOLDINGS

The Funds file complete schedules of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. Portfolio holdings for the second and fourth quarter of each fiscal year are filed as part of the Funds’ semiannual and annual reports. The Funds’ Form N-Q, semiannual and annual reports are available on the Commission’s website at www.sec.gov, and may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The most recent quarterly portfolio holdings and semi-annual and annual report also can be accessed on the Funds’ website at www.brycecapital.com.

SHAREHOLDER MEETINGS

The Funds did not hold a Shareholders meeting in fiscal 2008-9, or in the first half of fiscal 2009-10.

BOARD OF DIRECTORS’ CONSIDERATIONS IN APPROVING THE INVESTMENT MANAGEMENT AGREEMENTS

Bryce Capital Management, LLC ("BCM") and Bryce Capital Funds ("the Funds") have entered into an investment management agreement (the “Investment Management Agreement”), pursuant to which BCM is responsible for the day-to-day investment management of the assets of the two series of Bryce Capital Funds, including the Value Fund and the Growth Fund. The Funds’ Board of Directors holds a meeting each year at which it considers whether to renew the Investment Management Agreements between each Fund and Bryce Capital. In preparation for this consideration, the Funds’ outside counsel, on behalf of the Board, requests that Bryce  provide a wide variety of materials including information about  Bryce's affiliates, personnel and operations. This information is in addition to the detailed information about the Funds that the Board reviews during the course of each year, including information that relates to Fund operations and Fund p erformance. The Board also receives a memorandum from Fund counsel regarding the responsibilities of the Directors in connection with their consideration of whether to renew each Fund’s Investment Management Agreement. At its June 3, 2009 meeting, the Board requested and received written materials from BCM regarding: (a) the investment management and other services BCM provides; (b) BCM’s investment management personnel; (c) BCM’s financial condition; (d) BCM’s brokerage practices (including any soft dollar arrangements); (e) the level of the advisory fees that BCM charges a Fund compared with the fees charged to comparable mutual funds; (f) each Fund’s overall fees and operating expenses compared with similar mutual funds; (g) BCM’s profitability; (h) BCM’s compliance program; (i) each Fund’s performance compared with similar mutual funds; and (j) BCM’s Business Continuity Plan. At that meeting, the Board, including all of the Independent Directors, considered an d unanimously reapproved the Investment Management Agreements between BCM and each Fund,

The Independent Directors, considered and discussed a substantial amount of information and analysis provided by BCM. The Board also considered detailed information regarding expenses of other investment companies, including those with similar investment objectives and sizes. The Board reviewed the proposed reapproval of the Investment Management Agreements with the management of BCM and with legal counsel. The Board also reviewed a memorandum prepared by legal counsel discussing the legal standards for the consideration of the proposed approval. The Independent Directors discussed the proposed approval in detail during an executive session with legal counsel at which no representatives of BCM were present. In advance of the meeting, and in response to their request and inquiries, the Board received from BCM written responses, which included substantial exhibits and other materials related to BCM’s business and the services it provides to the Funds. The Board took int o account their multi-year experience as a board and particularly their consideration of Investment Management Agreements in recent years, noting that the information provided by BCM was presented in a similar manner and format as past investment adviser information requests. To focus their review, the Board asked BCM management to highlight in their oral presentations any material differences between the current Investment Management Agreements and the Investment Management Agreement that the Board was being asked to approve.  There were none. During the meeting, the Directors had an opportunity to discuss this information with BCM managers, including senior executives, representatives from the legal, compliance and finance functions and investment personnel. The Board posed questions to these representatives and engaged in substantive discussions with them concerning the proposed investment process. In reaching their determinations relating to the reapproval of the Investment Management Agreements, th e Directors, including the Independent Directors, considered all factors they believed relevant, including the factors discussed below. In their deliberations, the Board did not identify any particular information that was all important or controlling, and the Board attributed different weights to the various factors. In particular, the Board focused on the following:

Nature, Extent and Quality of Services. The Board reviewed the services provided by BCM, and the Board, including all of the Independent Directors, found that BCM continued to provide high quality advisory and administrative services to the Funds. In connection with their consideration of BCM’s services specifically, the Board focused on the favorable attributes of BCM, including (i) an investment philosophy oriented toward long-term performance;  (ii) highly skilled professionals with a depth of experience; (iii) access to significant technological resources from which the Funds may benefit; and (iv) a favorable history and reputation. The Board discussed with senior officers of BCM the personnel changes made, and proposed to be made, by BCM. The Board also noted the reputation, organizational structure, financial condition, compliance program and compliance history of BCM and its affiliates, as well as the investment by BCM and its affiliates in the mutu al fund business. The Board considered the terms of the Investment Management Agreements and the responsibilities that BCM has as investment adviser to the Funds, including the day-to-day management of all of the Funds and the investment performance of the Funds and the Adviser. The Board examined the performance information for the Funds provided by BCM. The Board reviewed the average annual total returns for the Funds for the last one, three years and from inception in September of 2004 and compared the returns to those of the Funds’ peer universes for the same time periods.

Shareholder Fee Examples

Fund shareholders may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption/exchange fees¹; and (2) ongoing costs, including management fees; distribution and service fees (12b-1) fees²; and other fund expenses.  This example is intended to help you understand your ongoing costs (in dollars) of investing in our Funds and to compare these costs with the ongoing costs of other mutual funds.

The example is based on an investment on $1,000 made at the beginning of the period and held for the entire period from June 30, 2009 to December 31, 2009.

Actual Expenses

The table provides information about actual account values and actual expenses for each Fund.  You may use the information, 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 divided by $1,000 =8.6), then multiply the result by the number under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table also provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio of the Funds and an assumed rate of return of 5% per year before expenses, which is not the actual return of a Fund.  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 our Funds to other funds.  To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.  

Please note that the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption/exchange fees.  Therefore the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.  In addition, if these transactional costs were included, your costs would have been higher.

Bryce Value Fund	Expense Ratio (annual)	Beginning Account Value 6/30/09	Ending Account Value3 12/31/09	Expenses Paid 6/30/09–12/31/09
Actual	1.25%	$1,000	$1,144.34	$6.98
Hypothetical	1.25%	$1,000	$1,037.50	$6.25

Bryce Growth Fund	Expense Ratio (annual)	Beginning Account Value 6/30/09	Ending Account Value3 12/31/09	Expenses Paid 6/30/09–12/31/09
Actual	1.25%	$1,000	$1,241.91	$7.47
Hypothetical	1.25%	$1,000	$1,019.75	$6.25

¹ Bryce Capital Funds are no-load funds.  There is no front or back end sales charge. Each Fund is required by law to assess a redemption fee equal to 2% of the net amount of the redemption on the redemption of its shares that are held for less than 5 business days.  

² Bryce Capital Funds do not pay any distribution or service (12b-1) fees. On June 28, 2004, the Trust’s Board of Trustees approved, on behalf of each Fund, a Plan of Distribution (the “12b-1 Plan”) that will not be implemented until a later date, to be determined by the Board of Trustees.

³ Return and expenses amortized for semi-annual period  6/30/09 to 12/31/09.

TRUSTEES AND OFFICERS

Overall responsibility for conduct of the Trust’s affairs rests with the Board of Trustees. The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations. The Trustees serve for an indefinite term and the officers are elected annually.  The following is a list of the Trustees and executive officers of the Trust. Each Trustee who is an “interested person” of the Trust, as defined by the 1940 Act, is indicated in a separate table below.  The Trust will call a meeting of shareholders for the purpose of voting upon the question of removal of a Trustee or Trustees when requested in writing to do so by record holders of at least 10% of a Fund’s outstanding shares.  The Trust’s bylaws contain procedures for the removal of Trustees by its shareholders. At any meeting of shareholders, duly called and at whi ch a quorum is present, the shareholders may by the affirmative vote of the holders of a majority of the votes entitled to be cast thereon, remove any Trustee or Trustees from office and may elect a successor or successors to fill any resulting vacancies for the unexpired terms of the removed Trustees.

Name and Age	Position(s) Held with the Company	Trustee Since	Principal Occupation During the Past 5 Years and Trusteeship of Public Companies*	Number of Portfolios in the Fund Complex Overseen by Trustee
Todd Campbell, 40	Trustee	2008	See Below	2
Robert  Wayland-Smith, 65	Trustee	2004	See Below	2
Kathleen Wright, 60	Trustee	2006	See Below	2

                                        *

                                            Please see each Board member’s personal description below.

Interested Trustees Name and Age	Position(s) Held with the Company	Trustee Since	Principal Occupation During the Past 5 Years and Trusteeship of Public Companies*	Number of Portfolios in the Fund Complex Overseen by Trustee
Edmond Sheidlower, 42	President	2004	Principal – Bryce Capital	2
Dennis Lohouse, 56	CFO	2004	Principal – Bryce Capital	2

                                        *

                                            Please see each Board member’s personal description below.

Robert Wayland-Smith.   Mr. Wayland-Smith joined Lincoln Rochester Trust Company, a predecessor of JPMorgan Chase & Co., in 1967 as a management trainee in the portfolio and liability management department.  During his 31-year career at the bank he served in a number of senior management positions including municipal dealership, portfolio and liability management, financial and investment services, and personal and institutional trust.  He served as President and CEO of the Rochester Division from 1988 through June 1993.  At the time of his retirement in December 1998, he was the Senior Upstate Trust and Investment Division Executive for the Chase Manhattan Bank.

A native of Oneida, New York, Wayland-Smith graduated from the University of Rochester in 1965 with a Bachelor of Arts degree in Economics.  He has two married daughters who are elementary school teachers.

Active in a number of community and professional organizations, Wayland-Smith currently serves on the Board of Directors of the Greater Rochester Individual Practice Association, the Board of Trustees of Rochester Institute of Technology, the Board of Trustees of the Center for Governmental Research, Inc., Chair of the College Council at SUNY Geneseo, the Board of Trustees of the Oneida Community Mansion House, the Finance and Investor Relations Committee of the Greater Rochester Enterprise, the Prospect Research and Leadership Giving Committees of the United Way and the Development Committee of Hope Hall School.

Todd Campbell. Mr. Campbell has been providing independent equity research to professional money managers for more than a decade.  In 2003, Mr. Campbell founded E.B. Capital Markets, LLC, an independent research firm serving professional money management firms.  Today, some of the largest money management firms in the country trust the proprietary research developed by Mr. Campbell.  As firm President, Mr. Campbell is responsible for all research and client services.  Prior to founding E.B. Capital Markets, LLC, Mr. Campbell was Vice President and Partner of Alpha Equity Research, an independent equity research firm.  Mr. Campbell’s responsibilities at Alpha Equity Research included developing new research products and institutional sales.  Mr. Campbell was also responsible for Alpha’s individual brokerage business, providin g investment services to over 100 high net worth families.  In the past decade, Mr. Campbell’s articles have been featured in the Market Technician’s Association trade journal.  Mr. Campbell’s insights have been featured in various print and online financial publications, including Barron’s & SmartMoney.  Mr. Campbell has also appeared on the financial news network, CNN/fn.  Mr. Campbell is a graduate of the University of New Hampshire, where he studied English, Psychology and Business Administration with a focus on economics.  Mr. Campbell is an Associate Member of the Market Technician’s Association and a former series 7 licensed broker.  

Kathleen Wright.   Ms. Wright brings over 40 years of financial services experience to the Board of Bryce Capital Funds. Her career started at Basch and Company in their mutual funds division. After moving to Rochester, New York she spent 18 years at The Chase Manhattan Bank as manager of Institutional Trust Services, wherein she managed custody, corporate trust and fiduciary services for institutions and money managers. In 1993 she co-founded Epic Advisors, a nationally recognized TPA and recordkeeping firm, providing 401k and pension plan services to plan sponsors and plan participants.

Epic Advisors was acquired by a regional banking institution in 2005 and Ms. Wright now devotes her entrepreneurial skill and expertise working with not-for-profit organizations in Western New York. She is currently the Chairperson of the Rochester Women’s Foundation.

Edmond D. Sheidlower, CMFC.  Mr. Sheidlower has 17 years of significant investment experience. Prior to co-founding Bryce Capital Management, Mr. Sheidlower spent 11 years in the investment business, the last 9 years at Chase Manhattan Bank. In his most recent position he was a Portfolio Manager in Chase's Personal Trust & Investment Asset Management Group, responsible for the management of over $300 million in client assets.

Prior to joining Chase's Personal Trust & Investment Asset Management Group he was a member of Chase's Institutional Asset Management team, where he served as Equity Research coordinator for the Upstate Regional Bank and was associate portfolio manager of Chase’s equity mutual and collective funds.

A 1988 graduate of Hobart College in Geneva, New York, Mr. Sheidlower holds a Bachelor of Arts degree in Economics and he has earned the Chartered Mutual Fund Counselor (CMFC) designation.

Dennis E. Lohouse, CFA.  A founding partner of Bryce Capital Management, Mr. Lohouse began his career in the investment business as a securities analyst in the Equity Research department of Chase Manhattan Bank in 1986. In 1987 he was appointed Director of Research with responsibility for stock research and trading. In that same year he became co-manager of the Trinity Equity Trust, a $200 million diversified equity fund.

In 1990 he moved to Chase's investment banking group and specialized in valuations of corporations and closely held businesses.  Early in 1992, he was named Manager of Chase's Institutional Investment Group.  In 1994, Mr. Lohouse assumed responsibility for all Upstate Corporate and Institutional businesses and was appointed Chief Investment Officer in January of 1995.  He was also a Managing Director and registered principal of Chase Securities Inc.

He holds an MBA in Finance and Accounting from the William E. Simon School at the University of Rochester, an MS in Economics and a BA in Psychology both from the State University of New York at Buffalo. He has earned the Chartered Financial Analyst (CFA) designation and is a member of the American Society of Appraisers, the Treasury Management Association and the International Association of Financial Planners.

Your Notes

Bryce Capital Funds

Northern Lights Fund Distributors, LLC

4020 South 147^th Street

Omaha, NE 68137

1-866-62-BRYCE

www.brycefunds.com

Not FDIC Insured – May Lose Value – No Bank Guarantee

For more complete information, including fees, risks and expenses please call the Bryce Capital Funds Group at 1-866-62-BRYCE or go to our website at www.brycefunds.com for a prospectus. Read the prospectus carefully before you invest or send money. This report is for the information of shareholders of Bryce Capital Growth Fund and Bryce Capital Value Fund. A description of the funds’ voting policies and procedures is available without charge upon request, by calling the Bryce Capital Funds Group toll free number above or by accessing the SEC’s website at http://www.sec.gov.

ã2009 Bryce Capital Management, LLC

Item 2. Code of Ethics.   Exibit a(1) Code of Ethics

Item 3. Audit Committee Financial Expert.  Not required for semi-annual reports.

Item 4. Principal Accountant Fees and Services.  Not required for semi-annual reports.

Item 5. Audit Committee of Listed Companies.  Not applicable to open-end investment companies.

Item 6.  Schedule of Investments.  Schedule of investments in securities of unaffiliated issuers is included under Item 1.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds.  Not applicable to open-end investment companies.

Item 8.  Portfolio Managers of Closed-End Funds.  Not applicable to open-end investment companies.

Item 9.  Purchases of Equity Securities by Closed-End Funds.  Not applicable to open-end investment companies.

Item 10.  Submission of Matters to a Vote of Security Holders.  None

Item 11.  Controls and Procedures.  

(a)

Based on an evaluation of the registrant’s disclosure controls and procedures as of a date within 90 days of filing date of this Form N-CSR, the disclosure controls and procedures are reasonably designed to ensure that the information required in filings on Forms N-CSR is recorded, processed, summarized, and reported on a timely basis.

(b)

There were no significant changes in the registrant’s internal control over financial reporting that occurred during the registrant’s last 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)

Code of Ethics

(a)(2)

Certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 (and Item 11(a)(2) of Form N-CSR) are filed herewith..

(a)(3)

Not applicable.

(b)

Certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 (and Item 11(b) of Form N-CSR) are 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.

(Registrant) Bryce Capital Funds

By (Signature and Title)

*/s/ Edmond D. Sheidlower

       Edmond D. Sheidlower, President

Date

3/11/10

By (Signature and Title)

*/s/ Dennis E. Lohouse, CFA

       Dennis E. Lohouse, CFA, Treasurer

Date

3/11/10

EX-99.CERT

CERTIFICATIONS

I, Edmond D. Sheidlower, certify that:

1.

I have reviewed this report on Form N-CSR of Bryce Capital Funds;

2.

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

3.

Based on my knowledge, the schedule of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4.

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

a)

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

b)

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

c)

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

d)

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

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

a)

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

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

*/s/ Edmond D. Sheidlower

        Edmond D. Sheidlower, President

Date

3/11/10

I, Dennis Lohouse, certify that:

1.

I have reviewed this report on Form N-CSR of Bryce Capital Funds;

2.

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

3.

Based on my knowledge, the schedule of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4.

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

a)

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

b)

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

c)

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

d)

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

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

a)

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

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

*/s/ Dennis E. Lohouse, CFA

       Dennis E. Lohouse, CFA, Treasurer

Date

3/11/10

EX-99.906 CERT

CERTIFICATION

Edmond D. Sheidlower, President, and Dennis E. Lohouse, Treasurer of Bryce Capital Funds (the “Registrant”), each certify to the best of his  knowledge that:

1.

The Registrant’s periodic report on Form N-CSR for the period ended December 31, 2009 (the “Form N-CSR”) fully complies with the requirements of Sections 15(d) of the Securities Exchange Act of 1934, as amended; and

2.

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

President

Treasurer

Bryce Capital Funds

Bryce Capital Funds

/s/ Edmond D. Sheidlower

/s/ Dennis E. Lohouse

Edmond D. Sheidlower

Dennis E. Lohouse

Date:

03/11/10

Date:

03/11/10

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

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

EX-99.CODE ETH

BRYCE CAPITAL FUNDS

CODE OF ETHICS

WHEREAS, BRYCE CAPITAL FUNDS (the “Trust”) is a registered investment company under the Investment Company Act of 1940, as amended (the “ICA”); and

WHEREAS, BRYCE CAPITAL MANAGEMENT, LLC (the “Investment Adviser”) is a registered investment adviser that provides investment advisory services to the Trust; and

WHEREAS, Rule 17j-1 under the ICA requires the Trust to adopt a Code of Ethics;

WHEREAS, the purpose of Rule 17j-1 is to prevent affiliated persons of the Trust in connection with the purchase or sale of a security held or to be acquired by the Trust from (i) employing any device, scheme or artifice to defraud the Trust; (ii) making any untrue statements of material fact to the Trust or omitting to state a material fact necessary in order to make the statements made to the Trust, in light of the circumstances under which they are made, not misleading; (iii) engaging in any act, practice or course of business that operates or would operate as a fraud or deceit on the Trust; (iv) or engaging in any manipulative practice with respect to the Trust.

NOW, THEREFORE, the Trust adopts this amendment to the Code of Ethics as of the 28th day of June, 2004.

I.

DEFINITIONS

For purposes of this Code of Ethics the following terms shall have the meanings set forth below:

A.

“Access Person” means any director¹, officer, or advisory person of the Trust or of the Investment Adviser; provided, however, that any persons who are access persons of any investment adviser of, administrator or principal underwriter for the Trust and who reports his or her securities and transactions to such investment adviser, administrator or principal underwriter in accordance with Rule 17j-1 of the ICA, shall not be deemed an access person of the Trust.

¹

This Code of Ethics in places refers to directors.  The definition of “director” in Section 2(a)(12) of the 1940 Act includes any director of a corporation or any person performing similar functions, including “any natural person who is a member of aboard of trustees of a management company created as a common-law trust”.  For convenience, in this memorandum the term “director” also refers to “trustee”, and the term “board of directors” also refers to “board of trustees”.

B.

“Advisory Person” means

1.

any employee of the Trust, its Investment Adviser or administrator (or of any entity in a control relationship with the Trust, its Investment Adviser or administrator, as defined in Section  hereof) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information (other than publicly available information) regarding the purchase or sale of  Covered Securities by the Trust, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and

2.

any natural person directly or indirectly owning, controlling, or holding with power to vote, 25% or more of the outstanding voting securities of the Trust or its investment advisers who obtains information (other than publicly available information) concerning recommendations made by the Trust or its investment advisers with regard to the purchase or sale of a security.

C.

“Affiliated Persons” or “Affiliates” means

1.

any employee or Access Person of the Trust, and any member of the immediate family (defined as spouse, child, mother, father, brother, sister, in-law or any other relative) of any such person who lives in the same household as such person or who is financially dependent upon such person;

2.

any account for which any of the persons described above is a custodian, trustee or otherwise acting in a fiduciary capacity, or with respect to which any such person either has the authority to make investment decisions or from time to time gives investment advice; and

3.

any partnership, corporation, joint venture, trust or other entity in which any employee of the Trust or Access Person of the Trust directly or indirectly, in the aggregate, has a 10% or more beneficial interest or for which any such person is a general partner or an executive officer.

D.

“Beneficial ownership of a security” by any person includes securities held by:  (a) a spouse, minor children or relatives who share the same home with such person; (b) an estate for such person’s benefit; (c) a trust, of which (i) such person is a trustee or such person or members of such person’s immediate family have a vested interest in the income or corpus of the trust, or (ii) such person owns a vested beneficial interest, or (iii) such person is the settlor and such person has the power to revoke the trust without the consent of all the beneficiaries; (d) a partnership in which such person is a partner; (e) a corporation (other than with respect to treasury shares of the corporation) of which such person is an officer, director or 10% stockholder; (f) any other person if, by reason of contract, understanding, relationship, agreement or other arrangement, such person obtain s therefrom benefits substantially equivalent to those of ownership; or (g) such person’s spouse or minor children or any other person, if, even though such person does not obtain therefrom the above-mentioned benefits of ownership, such person can vest or revest title in himself at once or at some future time.  A beneficial owner of a security also includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power and/or investment power with respect to such security.  Voting power includes the power to vote, or to direct the voting of such security, and investment power includes the power to dispose, or to direct the disposition of such security.  A person is the beneficial owner of a security if he has the right to acquire beneficial ownership of such security at any time within sixty (60) days.

E.

“Control” means the power to exercise a controlling influence over the management or policies of a corporation.  Any person who owns beneficially, either directly or through one or more controlled corporations, more than 25% of the voting securities of a corporation shall be presumed to control such corporation.

F.

“Covered Security” means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call straddle, option or privilege entered into on a national securities exchange relating to foreign currency, or in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim c ertificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing; provided, however, that “security” shall not mean securities issued or guaranteed by the Government of the United States, its agencies or instrumentalities, bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, or shares of registered open-end investment companies.

G.

“Covered Security held or to be acquired” by the Trust means:

1.

any security which, within the most recent fifteen (15) days,

a)

is or has been held by the Trust, or

b)

is being or has been considered by the Trust for purchase by the Trust; or

2.

any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security.

H.

An “Initial Public Offering” means an offering of securities registered under the Securities Act of 1933 [15 U.S.C. 77a], the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934 [15 U.S.C. 78m or 78o(d)].

I.

“Investment Adviser” means Bryce Capital Management, LLC and any successor entity.

J.

A “Limited Offering” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) [15 U.S.C. 77d(2) or 77d(6)] or pursuant to rule 504, rule 505, or rule 506 [17 CFR 230.504, 230.505, or 230.506] under the Securities Act of 1933.

K.

“Principal underwriter” of or for the Trust  (unless the Trust becomes a closed-end company), or of any security issued by the Trust, means any underwriter who as principal purchases from the Trust, or pursuant to contract has the right (whether absolute or conditional) from time to time to purchase from the Trust, any security issued by the Trust for distribution, or who as agent for the Trust sells or has the right to sell any security issued by the Trust to a dealer or to the public or both, but does not include a dealer who purchases from the Trust through a principal underwriter acting as agent for such company.

L.

“Purchase or sale of a Covered Security” includes the writing of an option to purchase or sell a security.

II.

COMPLIANCE WITH GOVERNING LAWS,

REGULATIONS AND PROCEDURES

A.

All employees shall have and maintain knowledge of and shall comply strictly with all applicable Federal and state laws and all rules and regulations of any governmental agency or self-regulatory organization governing his or her activities.

B.

Each employee will be given a copy of the Code of Ethics at the time of his or her employment and each Access Person is required to submit a statement at least annually that he or she has reviewed the Code of Ethics.

C.

All employees shall comply strictly with procedures established by the Trust to ensure compliance with applicable Federal and state laws and regulations of governmental agencies and self-regulatory organizations.  The employees shall not knowingly participate in, assist, or condone any acts in violation of any statute or regulation governing securities matters, nor any act which would violate any provision of this Code of Ethics, or any rules adopted thereunder.

D.

Each employee having supervisory responsibility shall exercise reasonable supervision over employees subject to his or her control, with a view to preventing any violation by such persons of applicable statutes or regulations, the Trust procedures or the provisions of this Code of Ethics or procedures adopted in furtherance thereof.

E.

Any employee encountering evidence that acts in violation of applicable statutes or regulations or provisions of this Code of Ethics or procedures adopted in furtherance thereof have occurred shall report such evidence to the President of the Trust who will report to the Board of Trustees of the Trust.

III.

CONFIDENTIALITY OF TRANSACTIONS

A.

Information relating to the Trust’s portfolio and research and studies activities is confidential until publicly available.  Whenever statistical information or research is supplied to or requested by the Trust, such information must not be disclosed to any persons other than persons designated by the President or the Board of Trustees of the Trust.  If the Trust is considering a particular purchase or sale of a security, this must not be disclosed except to such duly authorized persons.

B.

Any employee authorized to place orders for the purchase or sale of securities on behalf of the Trust shall take all steps reasonably necessary to provide that all brokerage orders for the purchase and sale of securities for the account of the Trust will be so executed as to ensure that the nature of the transactions shall be kept confidential until the information is reported to the Securities and Exchange Commission or the Trust’s shareholders in the normal course of business.

C.

If any employee of the Trust or Access Person should obtain information concerning the Trust’s portfolio (including, the consideration by the Trust of acquiring, or recommending any security for the Trust’s portfolio), whether in the course of such person’s duties or otherwise, such person shall respect the confidential nature of this information and shall not divulge it to anyone unless it is properly part of such person’s services to the Trust to do so or such person is specifically authorized to do so by the President of the Trust.

IV.

ETHICAL STANDARDS

A.

Every employee, in making any investment recommendation or taking any investment action, shall exercise diligence and thoroughness, and shall have a reasonable and adequate basis for any such recommendations or action.

B.

No employee shall undertake independent practice for compensation in competition with the Trust.

C.

The employees of the Trust and Access Persons and their respective affiliates, shall conduct themselves in a manner consistent with the highest ethical standards.  They shall avoid any action, whether for personal profit or otherwise, that results in an actual or potential conflict of interest, or the appearance of a conflict of interest, with the Trust or which may be otherwise detrimental to the interests of the Trust.

D.

An employee having discretion as to the selection of broker-dealers to execute securities transactions for the Trust shall select broker-dealers solely on the basis of the services provided directly or indirectly by such broker-dealers to the Trust.  An employee shall not, directly or indirectly, receive a fee or commission from any source in connection with the sale or purchase of any security for the Trust.

E.

In addition, the Trust shall take all actions reasonably calculated to ensure that they engage broker-dealers to transact business with the Trust whose partners, officers and employees, and their respective affiliates, will conduct themselves in a manner consistent with the provisions of this Section .

F.

Conflicts of interest generally result from a situation in which an individual has personal interests in a matter that is or may be competitive with his responsibilities to another person or entity (such as the Trust) or where an individual has or may have competing obligations or responsibilities to two or more persons or entities.  In the case of the relationship between the Trust on the one hand, and its employees and Access Persons and their respective affiliates, on the other hand, such conflicts may result from the purchase or sale of securities for the account of the Trust and for the account of any affiliated person or from the purchase or sale for the account of the Trust of securities in which an Access Person or employee of the Trust, or his or her affiliates, has an interest.  In these cases, all potential or actual conflicts must be disclosed and the first preference and priority must be to avoid such conflicts of interest wherever possible and, where they unavoidably occur, to resolve them in a manner not disadvantageous to the client.

V.

ACTIVITIES AND TRANSACTIONS OF ACCESS PERSONS

A.

No Access Person shall recommend to, or cause or attempt to cause, the Trust to acquire, dispose of, or hold any security (including, any option, warrant or other right or interest relating to such security) which such Access Person or an affiliate of such Access Person has direct or indirect beneficial ownership unless the Access Person shall first disclose in writing to the President of the Trust all facts reasonably necessary to identify the nature of the ownership of such Access Person or his or her affiliate in such security.

B.

No Access Person shall knowingly purchase or sell any security which said person intends to recommend for purchase or sale by the Trust until the Trust has completed all of its intended trades in said security.

C.

No Access Person or affiliate of such Access Person shall engage in a purchase or sale of a security (including, any option, warrant or other right or interest relating to such security), other than on behalf of the Trust, with respect to any security held or to be acquired by the Trust, unless such transaction is: only remotely potentially harmful to the Trust because it would be unlikely to affect trading in or the market value of the security; or non-volitional on the part of the Access Person; or clearly not related economically to the securities to be acquired, disposed of or held by the Trust; or in light of all relevant facts and circumstances, otherwise not disadvantageous to the Trust.

D.

No Access Person shall acquire an unregistered security issued in a Limited Offering without obtaining the prior written approval of the President of the Trust.  Under normal circumstances, such approval will not be withheld if the Access Person demonstrates in writing that: (1) the investment is not suitable for the Trust; (2) the investment opportunity was unique to the individual circumstances of the Access Person; and (3) no overreaching would or could occur.  An Access Person who has been authorized to acquire securities in a private placement must disclose such investment to the President of the Trust when such Access Person plays a part in any subsequent consideration of any investment in the issuer by the Trust.  The decision to purchase securities of the issuer for the Trust shall be subject to an independent review by the President of the Trust.

E.

No Access Person shall acquire direct or indirect beneficial ownership of, or otherwise purchase, securities issued during an Initial Public Offering without the prior written approval of the President.  

F.

If, as a result of fiduciary obligations to other persons or entities, an Access Person believes that such person or an affiliate of such person is unable to comply with certain provisions of the Code, such Access Person shall so advise the President of the Trust in writing, setting forth with reasonable specificity the nature of such fiduciary obligations and the reasons why such Access Person believes such person is unable to comply with any such provisions.  The President of the Trust may, in his discretion, exempt such Access Person or an affiliate of such person from any such provisions, if the President of the Trust shall determine that the services of such Access Person are valuable to the Trust and the failure to grant such exemption is likely to cause such Access Person to be unable to render services to the Trust.  Any Access Person granted an exemption (including, an exception for an affili ate of such person), pursuant to this Section shall, within three business days after engaging in a purchase or sale of a security held or to be acquired by a client, furnish the President of the Trust with a written report concerning such transaction, setting forth the information specified in Section hereof.

VI.

REPORTING PROCEDURES

A.

Except as provided by Section  hereof, every Access Person shall report to the President of the Trust the information described in Sections  and  hereof with respect to transactions in any security in which such Access Person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the security (whether or not such security is a security held or to be acquired by a client); provided, however, that any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he has any direct or indirect beneficial ownership in the security to which the report relates.

B.

Initial Holdings Report.  Each Access Person, within ten days of becoming an Access Person, shall report to the Trust, the following information, in the form of Appendix A hereto:

1.

The title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;

2.

The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became and Access Person; and

3.

The date that the report is submitted by the Access Person.

C.

Quarterly Transactions Report.  Every report required to be made pursuant to Section  hereof shall be made not later than ten days after the end of the calendar quarter in which the transaction to which the report relates was effected, shall be in the form of Appendix B hereto, and shall contain the following information:

1.

With Respect to Transactions During the Quarter In Covered Securities:

a)

The date of transaction, the title, the interest rate and maturity date (if applicable), the number of shares, and the principal amount of each Covered Security involved;

b)

The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

c)

The price at which the transaction was effected; and

d)

The name of the broker, dealer or bank with or through which the transaction was effected.

e)

The date that the report is submitted by the Access Person.

2.

With Respect to Accounts In Which Any Securities Were Held:

a)

The name of the broker, dealer or bank with whom the Access Person established the account;

b)

The date the account was established; and

c)

The date that the report is submitted by the Access Person.

D.

Annual Holdings Report.  Access Persons must report the following information to the Trust on an annual basis no later than 20 calendar days after December 31 of each year:

1.

The title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial interest;

2.

The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and

3.

The date that the report is submitted by the Access Person.

In the event that no securities are held as of December 31, the report should specify that securities were not held as of such date.  This report should include all securities and other financial property , including book entry shares held at companies, broker/dealers, investment advisers or other institutions and physically issued certificates held in a safe deposit box, at one’s home, or in the trust department of a bank or trust company.  

E.

Notwithstanding the provisions of Sections  and  hereof,

1.

No person shall be required to make a report with respect to transactions effected for any account over which such person does not have any direct or indirect influence or control;

2.

A Trustee of the Trust who is not an interested person of the Trust and who would be required to report solely by reason of being a Trustee of the Trust is not required to make:

a)

An Initial Holdings Report under Section  or an Annual Holdings Report under Section ; and

b)

A Quarterly Transactions Report under Section , unless the Trustee knew, or in the ordinary course of fulfilling his or her official duties as a Trustee of the Trust, should have known that during the 15-day period immediately before or after the Trustee’s transaction in a Covered Security, the Trust purchased or sold the Covered Security, or the Trust or its Investment Adviser considered purchasing or selling the Covered Security.

3.

A Trustee of the Trust who is not an interested person of the Trust and who would be required to pre-clear transactions solely by reason of being a Trustee of the Trust is not required to obtain any such pre-clearance.

4.

No report is required from an Access Person of an investment company registered under the ICA if such investment company is a money market fund or an investment company that does not invest in Covered Securities.

5.

No Quarterly Transactions Report is required from an Access Person of the Trust if the report would duplicate information contained in broker trade confirmations or account statements received by the Trust, its Investment Adviser, Administrator or its Principal Underwriter with respect to that Access Person, if all of the information required to be contained in the Quarterly Transactions Report is contained in such broker trade confirmations or account statements that are received within ten days after the end of the calendar quarter.

VII.

REVIEW PROCEDURES

A.

The reports submitted by Access Persons pursuant to Section  hereof shall be reviewed at least quarterly by the Compliance Officer of the Investment Adviser and the President of the Trust, or such other persons or committees as shall be designated by the Investment Adviser or the Board of Trustees, in order to monitor compliance with this Code of Ethics.  The President shall report all failures to comply with this Code of Ethics to the Board of Trustees.

B.

If it is determined by the Board of Trustees that a violation of this Code of Ethics has occurred and that the person violating this Code of Ethics has purchased or sold a security at a more advantageous price than that obtained by the Trust, such person shall be required to offer to sell to or purchase from the Trust, as the case may be, such security at the more advantageous price.  If this cannot be consummated, then the Board of Trustees shall take such other course of action as it may deem appropriate.  With respect to any violation of this Code of Ethics, the Board of Trustees may take any preventive, remedial or other action which it may deem appropriate.  In determining whether or not there has been, or may be, a conflict of interest between the Trust and any person subject to this Code of Ethics, the Board of Trustees shall consider all of the relevant facts and circumstances.

C.

At least annually, the Trust shall furnish to the Board of Trustees a written report that:

1.

Describes any issues arising under this Code of Ethics or procedures adopted in furtherance thereof, including but not limited to, any information about material violations of this Code of Ethics, procedures adopted in furtherance thereof, and sanctions impose in response to such material violations; and

2.

Certifies that the Trust has adopted procedures reasonably necessary to prevent Access Persons from violating this Code of Ethics.

D.

The records created and maintained under this Code of Ethics shall be maintained as follows:

1.

A copy of each Code of Ethics for the Trust, the Investment Adviser and its principal underwriter in effect at any time in the last five years must be maintained in an easily accessible place.

2.

A copy of any records of violations of the Code of Ethics or any action taken as a result of a violation must be maintained in an easily accessible place for five years after the end of the fiscal year in which the violation occurs.

3.

All Initial Holdings Reports, Quarterly Transactions Reports and Annual Holdings Reports from Access Persons, and all reports from the Trust, its investment adviser(s) and its principal underwriter, shall be maintained for at least five years after the end of the fiscal year in which the report was made, the first two years in an easily accessible place.

4.

A record of all persons currently or within the past five years who are or were required to make reports and persons designated to review the reports required under this Code of Ethics shall be maintained in an easily accessible place for at least five years.

5.

All approvals of the purchase of securities in an Initial Public Offering or Limited Offering shall be maintained for at least five years after the end of the fiscal year in which the approval is granted.

EXHIBIT A

List of Access Persons Required to Report Under Code of Ethics

Dennis E. Lohouse

Edmond D. Sheidlower

Sonu Johar

John F. Teegardin

Ronald Buttarazzi

 Margaret Mistretta

Laura Cometto-Faldellone

December 31, 2007