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 811-09053
The MP 63 Fund, Inc.
(Exact name of registrant as specified in charter)
MP 63 Fund, Inc.
8000 Town Centre Drive Suite 400
Broadview Heights, OH 44147
(Address of principal executive offices)(Zip code)
MP 63 Fund Inc.
8000 Town Centre Drive Suite 400
Broadview Heights, OH 44147
(Name and address of agent for service)
Registrant's telephone number, including area code: (914) 925-0022
Date of fiscal year end: February 29
Date of reporting period: February 29, 2024
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
THE MP63 FUND, INC.
Ticker: DRIPX
ANNUAL REPORT
February 29, 2024
THE MP63 FUND, INC.
SHAREHOLDER LETTER
FEBRUARY 29, 2024 (UNAUDITED)
Dear Fellow Shareholders,
The MP63 Fund (DRIPX) continues to follow the investing guidelines that were established at its inception in March 1999: At least 80% of its assets are invested in what we consider to be high-quality companies that pay dividends and offer the option to invest directly through the company-sponsored Dividend Reinvestment Plan (DRIP). As portfolio managers, we make an effort to minimize fund expenses and we are mindful of the effect of capital gains for those who are invested in a taxable account. The Funds expense ratio during the 2024 fiscal year, which spans from 3/1/2023 to 2/29/24 was 0.73%, which compares favorably with 0.80% for Large-Cap No-Load funds. This relatively low expense ratio is more remarkable given the Funds relatively small asset base compared with the billion-dollar funds in this category.
The calendar year 2023 reflected a recovery for virtually every type of equity fund, as evidenced by the S&P 500® Index, up 24.23% (after a decline of 19.44% in 2022, its worst year since 2008). During the same period, DRIPX was up 5.92% while the Russell Value 1000 Index was up 11.41%. Contributing to the relatively poor performance is our Funds large commitment to the Consumer Staples, Utilities, and Healthcare sectors which were among the worst performing sectors--losing value while the other sectors made substantial gains. But market favorites are not fixed and momentum favorites change. DRIPX assets totaled $90.2 million at the end of 2023 and have grown so far this year to $94.9 million.
As usual, DRIPX benefitted from the disciplined investing approach followed by many of your fellow shareholders who not only maintained their positions during volatile market conditions but also continued to invest regardless of the short-term direction of the market and, while our commitment to our long-term strategy caused the Fund to underperform recently--bringing our Morningstar ranking down from a Gold Medal and 4 stars to a Silver Medal*(still a high conviction rating) and 3 stars, the funds management team continues to serve the retirement needs of our shareholders by delivering less volatile than the market. In other words, DRIPX does not rebound so much, however it also does not have as much to recover from. This approach, we believe, is most likely to reward our shareholder with the retirement benefit they anticipate.
The best performing stocks in the portfolio during the fiscal year (including dividends) were: Amazon.com Inc. (AMZN), with a cumulative return of 91.78%, Intel Corp. (INTC): 72.31%, Microsoft Corp. (MSFT): 69.33%, Tennant Co. (TNC): 60.84%, Costco Wholesale Corp. (COST): 60.06% and Ecolab Inc. (ECL): 43.58%
The worst performing stocks in the portfolio during the period were: VF Corp. (VFC), with a cumulative loss of -31.58%, Archer-Daniels Midland Co. (ADM), -31.14%, Pfizer Inc. (PFE), -30.44%, NextEra Energy Inc. (NEE), -18.56%, Conagra Brands Inc. (CAG), -17.90% and Polaris Inc. (PII), -16.30%.
You may have noticed that the Funds custodial services are moving to Huntington Bank from US Bank. US Bank decided to stop providing custodial services to funds that do not also use its bank for transfer agency services. The Funds transfer agent, Mutual Shareholder Services, has served our shareholders well for more than 20 years and we prefer to remain with that company and use the services of Huntington Bank, which offer equally good or possibly better service.
As always, we thank you for your patient adherence to our wealth-building strategy and, again, for the restraint you have shown during market selloffs.
The DRIPX Management Team, Vita Nelson, Mario Medina, Lee Nelson, and Byron Perez
March 28, 2024
* The Medalist Ratings indicate which investments Morningstar believes are likely to outperform a relevant index or peer group average on a risk-adjusted basis over time. Investment products are evaluated on three key pillars (People, Parent, and Process) which, when coupled with a fee assessment, forms the basis for Morningstars conviction in those products investment merits and determines the Medalist Rating theyre assigned.
Disclaimer:
Past performance is not a guarantee of future results. Must be preceded or accompanied by a prospectus. Mutual fund investing involves risk. Principal loss is possible. Fund holdings are subject to change and should not be considered a recommendation to buy or sell any security. Please refer to the schedule of investments in the report for complete holdings information.
Annual Report | 1
THE MP63 FUND, INC.
PERFORMANCE ILLUSTRATION
FEBRUARY 29, 2024 (UNAUDITED)
AVERAGE ANNUAL RATE OF RETURN (%)
FOR PERIODS ENDING FEBRUARY 29, 2024
| 1 Year | 5 Year | 10 Year | Cumulative Since Inception | Ending Value |
The MP63 Fund, Inc. | 10.93% | 8.59% | 8.93% | 433.83% | $ 53,383 |
S&P 500 Index | 30.45% | 14.75% | 12.69% | 555.52% | $ 65,552 |
iShares Russell 1000 Value ETF | 13.77% | 9.18% | 8.54% | 423.88% | $ 52,388 |
This chart assumes an initial investment of $10,000 made on the closing of February 28, 1999. Total return is based on the net change in NAV and assuming reinvestment of all dividends and other distributions. Performance figures represent past performance which is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.
The Standard & Poors 500 Index (S&P 500) is a market value-weighted index, representing the aggregate market value of the common equity of 500 stocks primarily traded on the New York Stock Exchange. The S&P 500 is a widely recognized, unmanaged index of common stock prices. The figures for the S&P 500 reflect all dividends reinvested but do not reflect any deductions for fees, expenses or taxes.
The iShares Russell 1000 Value ETF seeks to track the investment results of an index composed of large- and mid-capitalization U.S. equities that exhibit value characteristics. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.
The performance information shown represents past performance and should not be interpreted as indicative of The MP63 Fund, Inc.'s future performance. The performance also reflects reinvestment of all dividend and capital gain distributions. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the redemption of fund shares.
Annual Report | 2
THE MP63 FUND, INC.
PORTFOLIO ILLUSTRATION
FEBRUARY 29, 2024 (UNAUDITED)
The following chart gives a visual breakdown of the Fund by the industry sectors the underlying securities represent as a percentage of the schedule of investments.
Sectors are categorized using Morningstar® classifications.
Annual Report | 3
THE MP63 FUND, INC.
SCHEDULE OF INVESTMENTS
FEBRUARY 29, 2024
Shares |
|
| Fair Value |
|
|
|
|
COMMON STOCKS (United States) - 98.04% |
| ||
|
|
|
|
Aerospace/Aircrafts/Defense - 3.24% |
| ||
3,425 |
| The Boeing Co. * | $ 697,741 |
25,158 |
| RTX Corp. | 2,255,918 |
|
|
| 2,953,659 |
Auto Parts - Retail/Wholesale - 1.85% |
| ||
11,306 |
| Genuine Parts Co. | 1,687,534 |
|
|
|
|
Banks - 3.64% |
| ||
45,322 |
| Bank of America Corp. | 1,564,515 |
13,321 |
| Truist Financial Corp. | 465,969 |
30,858 |
| US Bancorp | 1,294,802 |
|
|
| 3,325,286 |
Beverages - 2.47% |
| ||
20,339 |
| The Coca-Cola Co. | 1,220,747 |
6,260 |
| PepsiCo, Inc. | 1,035,028 |
|
|
| 2,255,775 |
Cable & Other Pay Television Services - 1.64% |
| ||
34,856 |
| Comcast Corp., Class A | 1,493,580 |
|
|
|
|
Chemicals - Diversified - 2.45% |
| ||
19,362 |
| RPM International, Inc. | 2,233,407 |
|
|
|
|
Commercial Services - 1.81% |
| ||
7,335 |
| Ecolab, Inc. | 1,649,201 |
|
|
|
|
Communication Equipment - 2.23% |
| ||
12,926 |
| Qualcomm, Inc. | 2,039,593 |
|
|
|
|
Consumer, Durable & Apparel - 0.40% |
| ||
4,243 |
| Sony Group Corp. ADR | 364,092 |
|
|
|
|
Containers - Paper/Plastic - 1.00% |
| ||
100,311 |
| Amcor PLC (Jersey) | 908,818 |
|
|
|
|
Cosmetics & Personal Care - 1.33% |
| ||
14,045 |
| Colgate-Palmolive Co. | 1,215,173 |
|
|
|
|
Diversified Operations - 1.62% |
| ||
45,942 |
| Corning, Inc. | 1,481,170 |
|
|
|
|
Electronic Equipment - 2.65% |
| ||
12,163 |
| Carrier Global Corp. | 676,020 |
16,311 |
| Emerson Electric Co. | 1,742,830 |
|
|
| 2,418,850 |
Electronic - Semiconductors - 1.05% |
| ||
22,190 |
| Intel Corp. | 955,279 |
|
|
|
|
Financial Services - 3.17% |
| ||
4,981 |
| American Express Co. | 1,092,931 |
14,711 |
| Paychex, Inc. | 1,803,863 |
|
|
| 2,896,794 |
The accompanying notes are an integral part of these financial statements.
Annual Report | 4
THE MP63 FUND, INC.
SCHEDULE OF INVESTMENTS (CONTINUED)
FEBRUARY 29, 2024
Shares |
|
| Fair Value |
|
|
|
|
Food - Misc. Preparation - 4.20% |
| ||
20,403 |
| Archer Daniels-Midland Co. | $ 1,083,603 |
30,891 |
| Conagra Brands, Inc. | 867,419 |
13,182 |
| General Mills, Inc. | 846,021 |
29,469 |
| Hormel Foods Corp. | 1,040,845 |
|
|
| 3,837,888 |
General Household Products - 0.99% |
| ||
10,079 |
| Stanley Black & Decker, Inc. | 899,954 |
|
|
|
|
Guided Missiles & Space Vehicles & Parts - 0.30% |
| ||
637 |
| Lockheed Martin Corp. | 272,789 |
|
|
|
|
Healthcare - 2.50% |
| ||
8,376 |
| AbbVie, Inc. | 1,474,595 |
1,635 |
| UnitedHealth Group, Inc. | 807,036 |
|
|
| 2,281,631 |
Industrial Inorganic Chemicals - 0.36% |
| ||
1,407 |
| Air Products & Chemicals, Inc. | 329,294 |
|
|
|
|
Insurance - Life/Property/Casual - 4.53% |
| ||
21,987 |
| AFLAC, Inc. | 1,775,230 |
10,676 |
| The Travelers Companies, Inc. | 2,358,969 |
|
|
| 4,134,199 |
Leisure Products - 1.04% |
| ||
10,265 |
| Polaris, Inc. | 951,668 |
|
|
|
|
Leisure Services - 0.85% |
| ||
6,963 |
| The Walt Disney Co. | 776,931 |
|
|
|
|
Machinery - Const./Mining/Farming - 4.37% |
| ||
7,214 |
| Caterpillar, Inc. | 2,409,187 |
4,341 |
| Deere & Co. | 1,584,682 |
|
|
| 3,993,869 |
Machinery - Electrical Equipment - 4.66% |
| ||
10,372 |
| Dover Corp. | 1,715,321 |
9,692 |
| Johnson Controls International PLC (Ireland) | 574,445 |
17,369 |
| Tennant Co. | 1,965,997 |
|
|
| 4,255,763 |
Manufacturing - 2.13% |
| ||
7,425 |
| Illinois Tool Works, Inc. | 1,946,464 |
|
|
|
|
Materials - 0.90% |
| ||
4,266 |
| Nucor Corp. | 820,352 |
|
|
|
|
Medical/Dental - Supplies - 1.78% |
| ||
6,916 |
| Becton Dickinson & Co. | 1,629,064 |
|
|
|
|
Medical Instruments/Products - 0.82% |
| ||
8,936 |
| Medtronic PLC (Ireland) | 744,905 |
The accompanying notes are an integral part of these financial statements.
Annual Report | 5
THE MP63 FUND, INC.
SCHEDULE OF INVESTMENTS (CONTINUED)
FEBRUARY 29, 2024
Shares |
|
| Fair Value |
|
|
|
|
Medical Drugs - 5.42% |
| ||
13,434 |
| Abbott Laboratories | $ 1,593,810 |
9,560 |
| Johnson & Johnson | 1,542,793 |
11,911 |
| Merck & Co., Inc. | 1,514,484 |
11,156 |
| Pfizer, Inc. | 296,303 |
|
|
| 4,947,390 |
National Commercial Banks - 1.24% |
| ||
6,095 |
| JPMorgan Chase & Co. | 1,134,036 |
|
|
|
|
Paper & Paper Products - 1.47% |
| ||
11,059 |
| Kimberly Clark Corp. | 1,340,019 |
|
|
|
|
Petroleum Refining - 2.44% |
| ||
3,063 |
| Chevron Corp. | 465,607 |
16,837 |
| Exxon Mobil Corp. | 1,759,803 |
|
|
| 2,225,410 |
Refuse Systems - 2.51% |
| ||
11,132 |
| Waste Management, Inc. | 2,289,296 |
|
|
|
|
Retail - Catalog & Mail Order Houses - 1.13% |
| ||
5,821 |
| Amazon.com, Inc. * | 1,028,920 |
|
|
|
|
Retail - Food & Restaurant - 2.44% |
| ||
8,794 |
| Starbucks Corp. | 834,551 |
10,081 |
| Yum! Brands, Inc. | 1,395,412 |
|
|
| 2,229,963 |
Retail - Variety Stores - 2.20% |
| ||
2,706 |
| Costco Wholesale Corp. | 2,012,966 |
|
|
|
|
Retail/Wholesale - Building Products - 2.22% |
| ||
5,324 |
| The Home Depot, Inc. | 2,026,368 |
|
|
|
|
Semiconductors & Related Devices - 0.36% |
| ||
1,991 |
| Texas Instruments, Inc. | 333,154 |
|
|
|
|
Services - Computer Programming, Data Processing, Etc. - 2.18% |
| ||
14,394 |
| Alphabet, Inc. Class A * | 1,992,993 |
|
|
|
|
Services - Prepackaged Software - 2.84% |
| ||
6,271 |
| Microsoft Corp. | 2,593,936 |
|
|
|
|
Shoes & Related Apparel - 0.96% |
| ||
8,420 |
| Nike, Inc. Class B | 875,091 |
|
|
|
|
Soap, Detergent, Cleaning Preparations, Perfumes, Cosmetics - 1.79% |
| ||
10,298 |
| The Procter & Gamble Co. | 1,636,764 |
|
|
|
|
Telecommunications Services - 0.59% |
| ||
11,148 |
| Cisco Systems, Inc. | 539,229 |
|
|
|
|
Textile - Apparel/Mill Products - 0.37% |
| ||
20,600 |
| VF Corp. | 336,604 |
|
|
|
|
Transportation - Railroads - 2.29% |
| ||
8,245 |
| Union Pacific Corp. | 2,091,674 |
The accompanying notes are an integral part of these financial statements.
Annual Report | 6
THE MP63 FUND, INC.
SCHEDULE OF INVESTMENTS (CONTINUED)
FEBRUARY 29, 2024
Shares |
|
| Fair Value |
|
|
|
|
Utility - Electric - 3.14% |
| ||
14,926 |
| Duke Energy Corp. | $ 1,370,655 |
27,023 |
| NextEra Energy, Inc. | 1,491,399 |
|
|
| 2,862,054 |
Utility - Gas Distribution - 0.97% |
| ||
18,173 |
| National Fuel Gas Co. | 885,752 |
|
|
|
|
Utility - Water - 1.59% |
| ||
39,460 |
| Essential Utilities, Inc. | 1,372,419 |
|
|
|
|
TOTAL FOR COMMON STOCK (Cost $37,242,537) - 98.04% | 89,507,020 | ||
|
|
|
|
LIMITED PARTNERSHIPS (United States) - 0.95% |
| ||
|
|
|
|
Natural Gas Transmission - 0.95% |
| ||
31,482 |
| Enterprise Products Partners LP | 864,181 |
|
|
|
|
TOTAL FOR LIMITED PARTNERSHIPS (Cost $586,530) - 0.95% | 864,181 | ||
|
|
|
|
REAL ESTATE INVESTMENT TRUST (United States) - 0.68% |
| ||
4,173 |
| Simon Property Group, Inc. | 618,188 |
|
|
|
|
TOTAL FOR REAL ESTATE INVESTMENT TRUST (Cost $457,967) - 0.68% | 618,188 | ||
|
|
|
|
MONEY MARKET FUND - 0.01% |
| ||
13,530 |
| Fidelity Investments Money Market Funds - Gov't Portfolio, Class I 5.20% (Cost $13,530) ** | 13,530 |
|
|
|
|
|
| TOTAL INVESTMENTS - 99.68% (Cost $38,300,564) | 91,002,919 |
|
|
|
|
|
| OTHER ASSETS LESS LIABILITIES - 0.32% | 295,696 |
|
|
|
|
|
| NET ASSETS - 100.00% | $ 91,298,615 |
* Non-income producing securities during the year.
** Variable rate security; the money market rate shown represents the yield at February 29, 2024.
The accompanying notes are an integral part of these financial statements.
Annual Report | 7
THE MP63 FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
FEBRUARY 29, 2024
Assets |
|
Investments at Fair Value (Cost $38,300,564) | $ 91,002,919 |
Receivables |
|
Dividends and Interest | 230,176 |
Portfolio Securities Sold | 203,647 |
Prepaid Expenses | 24,750 |
Total Assets | 91,461,492 |
Liabilities |
|
Payables |
|
Portfolio Securities Purchased | 53,368 |
Shareholder Redemptions | 35,061 |
Other Accrued Expenses | 22,324 |
Due to Custodian | 2,596 |
Accrued Directors Fees (Note 3) | 7,337 |
Accrued Administrative and Operating Services Fees (Note 3) | 10,657 |
Accrued Accounting, Administration and Transfer Agency Fees (Note 3) | 4,980 |
Accrued Chief Compliance Officer Fees (Note 3) | 1,500 |
Accrued Advisor Fees (Note 3) | 25,054 |
Total Liabilities | 162,877 |
|
|
Net Assets | $ 91,298,615 |
|
|
Net Assets Consist of: |
|
Capital Stock, $0.001 par value; 1 billion shares |
|
authorized; 3,381,451 shares issued and outstanding | $ 3,381 |
Additional Paid in Capital | 38,290,320 |
Distributable Earnings | 53,004,914 |
Net Assets | $ 91,298,615 |
|
|
Net Asset Value and Offering Price ($91,298,615/3,381,451) | $ 27.00 |
|
|
Redemption Price Per Share ($27.00 x 0.99)* | $ 26.73 |
* The Fund will deduct a 1% redemption fee from redemption proceeds if purchased and redeemed within 6 months.
The accompanying notes are an integral part of these financial statements.
Annual Report | 8
THE MP63 FUND, INC.
STATEMENT OF OPERATIONS
For the year ended FEBRUARY 29, 2024
Investment Income: |
|
Dividend Income (net of foreign withholding taxes of $297) | $ 2,227,772 |
Interest Income | 28,448 |
Total Investment Income | 2,256,220 |
Expenses: |
|
Advisor fees (Note 3) | 309,268 |
Accounting, Administrative and Transfer Agency fees (Note 3) | 41,069 |
Legal fees | 22,466 |
Administrative and Operating Services fees (Note 3) | 126,378 |
Registration fees | 37,068 |
Compliance fees (Note 3) | 17,434 |
Custody fees | 18,950 |
Audit fees | 18,599 |
Printing and postage expense | 14,031 |
Insurance expense | 12,483 |
Miscellaneous expense | 14,142 |
Director fees (Note 3) | 8,803 |
Total Expenses | 640,691 |
|
|
Net Investment Income | 1,615,529 |
|
|
Realized and Unrealized Gain on Investments: |
|
Realized Gain on Investments | 1,195,765 |
Change in Unrealized Appreciation on Investments | 6,407,990 |
Net Realized and Unrealized Gain on Investments | 7,603,755 |
|
|
Net Increase in Net Assets from Operations | $ 9,219,284 |
The accompanying notes are an integral part of these financial statements.
Annual Report | 9
THE MP63 FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
| For the |
| For the |
| Year Ended |
| Year Ended |
| February 29, 2024 |
| February 28, 2023 |
From Operations: |
|
|
|
Net Investment Income | $ 1,615,529 |
| $ 1,522,543 |
Realized Gain on Investments | 1,195,765 |
| 1,156,269 |
Change in Unrealized Appreciation (Depreciation) on Investments | 6,407,990 |
| (7,276,168) |
Increase (Decrease) in Net Assets from Operations | 9,219,284 |
| (4,597,356) |
|
|
|
|
From Distributions to Shareholders: |
|
|
|
Distributions | (2,736,464) |
| (3,741,069) |
Change in Net Assets from Distributions | (2,736,464) |
| (3,741,069) |
|
|
|
|
From Capital Share Transactions |
|
|
|
Proceeds From Sale of Shares | 2,181,937 |
| 2,380,669 |
Shares Issued on Reinvestment of Dividends | 2,667,779 |
| 3,655,612 |
Cost of Shares Redeemed |
|
|
|
(net of redemption fees $661 and $508, respectively) | (9,623,786) |
| (6,224,053) |
Net Decrease from Shareholder Activity | (4,774,070) |
| (187,772) |
|
|
|
|
Net Increase (Decrease) in Net Assets | 1,708,750 |
| (8,526,197) |
|
|
|
|
Net Assets at Beginning of Year | 89,589,865 |
| 98,116,062 |
Net Assets at End of Year | $ 91,298,615 |
| $ 89,589,865 |
|
|
|
|
Share Transactions: |
|
|
|
Issued | 82,414 |
| 89,721 |
Reinvested | 102,136 |
| 143,301 |
Redeemed | (372,049) |
| (237,407) |
Net Decrease in shares | (187,499) |
| (4,385) |
Shares outstanding beginning of year | 3,568,950 |
| 3,573,335 |
Shares outstanding end of year | 3,381,451 |
| 3,568,950 |
The accompanying notes are an integral part of these financial statements.
Annual Report | 10
THE MP63 FUND, INC.
FINANCIAL HIGHLIGHTS
Selected data for a share outstanding throughout the year:
(a) Total returns are historical and assume changes in share price, reinvestment of dividends and capital gain distributions and assume no redemption fees.
* Amount is less than $0.005
** Per share amounts are calculated using the average shares method.
The accompanying notes are an integral part of these financial statements.
Annual Report | 11
THE MP63 FUND, INC.
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2024
NOTE 1. ORGANIZATION
The MP63 Fund, Inc. (the "Fund") is organized as a Maryland Corporation, incorporated on October 13, 1998, and registered as an open-end, diversified, management investment company under the Investment Company Act of 1940, as amended. The Fund's business and affairs are managed by its officers under the direction of its Board of Directors (the Board). The Fund's investment objective is to seek long-term capital appreciation for shareholders.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements. The Fund is an investment company that follows the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 applicable to investment companies.
A.
Security Valuation - Portfolio securities traded on a national securities exchange are stated at the last reported sales price or a markets official close price on the day of valuation. Portfolio securities for which market quotations are readily available are valued at fair value. Portfolio securities for which market quotations are not considered readily available are valued at fair value on the basis of valuations furnished by a pricing service approved by the Board. Portfolio companies during this reporting period are all widely traded and pricing information is readily available. The Board maintains responsibilities for the fair value determinations under Rule 2a-5 under the Investment Company Act of 1940.
Mutual Funds must utilize various methods to measure the fair value of most of its investments on a recurring basis. Accounting principles generally accepted in the United States of America (U.S. GAAP) establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:
Level 1 - Unadjusted quoted prices in active markets for identical assets the Fund has the ability to access.
Level 2 - Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 - Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Funds own assumptions about the assumptions a market participant would use in valuating the asset or liability, and would be based on the best information available.
To the extent that valuation is based on models or inputs that are less observable or unobservable, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. However, the inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
Annual Report | 12
THE MP63 FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FEBRUARY 29, 2024
The following table summarizes the valuation of the Funds investments by the above fair value hierarchy levels as of February 29, 2024:
(Assets) | Level 1 | Level 2 | Level 3 | Total |
Common Stocks | $89,507,020 | $ - | $ - | $89,507,020 |
Limited Partnerships | 864,181 | - | - | 864,181 |
Real Estate Investment Trust | 618,188 | - | - | 618,188 |
Money Market Fund | 13,530 | - | - | 13,530 |
Total | $91,002,919 | $ - | $ - | $91,002,919 |
The Fund did not hold any Level 3 assets during the year ended February 29, 2024. The Fund did not engage in any derivative transactions during the year ended February 29, 2024.
B.
Security Transactions and Related Investment Income - Securities transactions are accounted for on the trade date. Gains and losses on sales of securities are determined on a specific identification basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis.
C.
Federal Income Taxes - The Funds policy is to continue to comply with requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its net investment income as dividends to its shareholders. The Fund intends to distribute its net long-term capital gains and net short-term capital gains at least once a year. Therefore, no provision for federal income taxes is required.
The Fund recognizes the tax benefits of certain tax positions only where the position is more likely than not to be sustained assuming examination by tax authorities. As of and during the year ended February 29, 2024, management has analyzed the Funds tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken in the Funds open tax years or expected to be taken in the Funds 2024 tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal and certain State tax authorities; however, the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. As of and during the year ended February 29, 2024, the Fund did not incur any interest or penalties.
D.
Dividends and Distributions to Shareholders - The Fund records dividends and distributions to shareholders on the ex-dividend date. The Fund will distribute its net investment income, if any, and net realized capital gains, if any, annually.
E.
Cash The Fund maintains cash at its custodian which, at times, may exceed United States federally insured limits. Financial instruments that potentially subject the Fund to credit risk include cash deposits in excess of federally insured limits.
F.
Use of Estimates - The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of
Annual Report | 13
THE MP63 FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FEBRUARY 29, 2024
revenues and expenses during the reporting periods. Actual results could differ from those estimates.
G.
Share Valuation The net asset value (the NAV) is generally calculated as of the close of trading on the New York Stock Exchange (the Exchange) (normally 4:00 p.m. Eastern time) every day the Exchange is open. The NAV is calculated by taking the total value of the Funds assets, subtracting its liabilities, and then dividing by the total number of shares outstanding, rounded to the nearest cent. The offering price and redemption price per share are equal to the net asset value per share, except for shares redeemed within 6 months.
NOTE 3. INVESTMENT ADVISORY AGREEMENT AND OTHER RELATED PARTY TRANSACTIONS
The Fund has entered into an investment advisory agreement (the "Agreement") with The Moneypaper Advisor, Inc. (the "Advisor"). Under this Agreement, the Advisor provides the Fund with investment advice and supervises the Fund's investments. As compensation for the services rendered, the Fund pays the Advisor a fee accrued daily based on an annualized rate of 0.35% of the daily net asset value. For the fiscal year ended February 29, 2024, the Advisor earned fees of $309,268. At February 29, 2024, the Fund owed the Advisor $25,054 for advisory fees.
The Advisor has voluntarily agreed to waive its fee and to reimburse the Fund for other expenses if the total operating expenses of the Fund exceed an annual rate of 1.25% of average daily net assets. The Advisor did not waive any fees or reimburse the Fund during the year ended February 29, 2024.
The Fund has agreements in place with Mutual Shareholder Services ("MSS") to provide administrative, transfer agency, and fund accounting services. Under these agreements, MSS is paid a certain fixed annual fee for accounting and administration services which increases incrementally at specified asset thresholds, plus blue sky servicing fees paid on a per filing basis. For transfer agency services, MSS receives a fixed fee per account, subject to an annual minimum. For the year ended February 29, 2024, Fund expenses amounted to $41,069 for MSS services of accounting, administration and transfer agency services. At February 29, 2024, $4,980 was due to MSS for services provided.
The Fund entered into an Administrative and Operating Services Agreement with Moneypaper Publications LLC, the parent of the Advisor. Under this agreement, Moneypaper Publications LLC provides services to the Fund that are necessary for operation and not provided by other parties. For these services, the Fund is contractually obligated to pay Moneypaper Publications LLC a flat monthly fee which is not to exceed $18,500. However, Moneypaper Publications LLC has charged the Fund only $10,500 per month for these services since January 1, 2023. Moneypaper Publications LLC does not currently intend to increase the fee, although it may seek to do so in the future. These fund servicing expenses amounted to $126,378 for the year ended February 29, 2024. At February 29, 2024, the Fund owed $10,657 for fund servicing expenses.
Certain officers of the Advisor are also officers and a director of the Fund. One (1) director of the Funds four (4) member Board of Directors is the President of the Advisor. The Fund currently pays each Independent Director an annual retainer of $2,000 for regular compensation. The Fund currently does not pay special compensation to any Director. Vita Nelson, as the Interested Director, does not receive any compensation from the Fund for her services as a Director. For the year ended February 29, 2024, the Fund incurred $8,803 in regular compensation director fees and expenses. The Fund paid the Chief Compliance Officer $17,434 for the year ended February 29, 2024.
Annual Report | 14
THE MP63 FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FEBRUARY 29, 2024
NOTE 4. INVESTMENT TRANSACTIONS
For the year ended February 29, 2024, purchases and sales of securities, excluding short-term investments, aggregated $9,013,788 and $14,112,839, respectively.
NOTE 5. TAX INFORMATION
Cumulative unrealized appreciation (depreciation) on a tax basis amounted to the following: Unrealized appreciation $53,150,813, Unrealized depreciation ($620,215), Net unrealized appreciation $52,530,598.
For Federal income tax purposes, the cost of investments owned at February 29, 2024 was $38,472,321. The difference between book and tax cost of investments represents the deferral of losses on wash sales and partnership basis adjustments.
Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among the components of net assets in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Differences in classification may also result from the treatment of short-term gain as ordinary income for tax purposes. Due to permanent book to tax differences the following adjustments have been made by management as of February 29, 2024. Reclassifications have no effect on net assets, results of operations or net asset value per share of the Fund.
Paid In Capital | $ (202) |
Distributable Earnings | $ 202 |
The permanent differences were mainly due to non-deductible partnership expenses.
As of February 29, 2024, the components of distributable earnings on a tax basis were as follows: undistributed ordinary income $187,760, undistributed capital gains $286,556, net unrealized appreciation $52,530,598, for a total distributable earnings of $53,004,914.
The tax character of distributions paid during the fiscal year ended February 29, 2024 was as follows:
Distributions paid from: Ordinary income $1,531,897, Long term capital gains $1,204,567.
The tax character of distributions paid during the fiscal year ended February 28, 2023 was as follows:
Distributions paid from: Ordinary income $1,523,739, Long term capital gains $2,217,330.
NOTE 6. INDEMNIFICATIONS
In the normal course of business, the Fund enters into contracts that contain general indemnification to other parties. The Funds maximum exposure under these contracts is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The Fund expects the risk of loss to be remote.
Annual Report | 15
THE MP63 FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FEBRUARY 29, 2024
NOTE 7. MARKET RISK
Overall market risks may also affect the value of the Fund. Factors such as domestic economic growth and market conditions, interest rate levels and political events affect the securities markets. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issue, sanctions, recessions and depressions, or other events could have a significant impact on the Fund and its investments, and may impair market liquidity, thereby increasing liquidity risk. The Fund could lose money over short periods due to short-term market movements and over longer periods during more prolonged market downturns. During a general market downturn, multiple asset classes may be negatively affected. Changes in market conditions and interest rates can have the same impact on all types of securities and instruments.
NOTE 8. SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date the financial statements were issued. Based upon this evaluation, the Fund has determined no subsequent events have occurred which would require adjustment to or disclosure in the financial statements.
Annual Report | 16
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
The MP63 Fund, Inc.
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of The MP63 Fund, Inc. (the Fund), as of February 29, 2024, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the related notes, and the financial highlights for each of the four years in the period then ended (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of February 29, 2024, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
The Funds financial highlights for the year ended February 29, 2020, was audited by other auditors whose report dated April 22, 2020, expressed an unqualified opinion on those financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Funds management. Our responsibility is to express an opinion on the Funds financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of February 29, 2024, by correspondence with the custodian and broker; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Funds auditor since 2020.
COHEN & COMPANY, LTD.
Cleveland, Ohio
April 25, 2024
Annual Report | 17
THE MP63 FUND, INC.
EXPENSE ILLUSTRATION
FEBRUARY 29, 2024 (UNAUDITED)
Expense Example
As a shareholder of the MP63 Fund, you incur two types of costs: (1) transaction costs, including brokerage and other costs associated with portfolio purchases and sales, reinvested dividends, or other distributions; and redemption fees; and (2) ongoing costs, including management fees; service provider fees and expenses and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2023 through February 29, 2024.
Actual Expenses
The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Funds actual expense ratios and an assumed rate of return of 5% per year before expenses, which are not the Funds actual returns. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in this Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
| Beginning Account Value | Ending Account Value | Expenses Paid During the Period* |
| September 1, 2023 | February 29, 2024 | September 1, 2023 |
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Actual | $1,000.00 | $1,075.85 | $0.04 |
Hypothetical |
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(5% Annual Return before expenses) | $1,000.00 | $1,024.83 | $0.04 |
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* Expenses are equal to the Fund's annualized expense ratio of 0.74%, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). |
Annual Report | 18
THE MP63 FUND, INC.
TRUSTEES & OFFICERS
FEBRUARY 29, 2024 (UNAUDITED)
The Board of Directors supervises the business activities of the Fund. The names of the Directors and principal officers of the Fund are shown below. For more information regarding the Directors, please refer to the Statement of Additional Information, which is available free upon request by calling 1-877-676-3386.
Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director | Other Directorships Held By Director |
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Disinterested Directors: |
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Susan Ryan Age: 73 241 Perkins Street, Unit A602 Jamaica Plain, MA 02130 | Director | Indefinite since March 2016 | Vice President, C.A. White (real estate development and management company) | 1 | Board member, Shambhala USA and Shambhala Canadian, both religious non-profit organizations |
Edward Shashoua Age: 64 8000 Town Centre Dr., Suite 400 Broadview Heights, OH 44147 | Director | Indefinite since December 2016 | Primary Care Internist, Newton-Wellesley Physicians; Owner/Trustee, Brandywine Development Co. (real estate development) | 1 | Director, Ischemix, Inc. |
Daniel Mandell Age: 60 8000 Town Centre Dr., Suite 400 Broadview Heights, OH 44147 | Director | Indefinite since December 2016 | General Council and Vice President, DialogueDirect Inc.; Founding member, Carabello & Mandell (law firm) | 1 | DialogueDirect, Inc. - Director |
Annual Report | 19
THE MP63 FUND, INC.
TRUSTEES & OFFICERS (CONTINUED)
FEBRUARY 29, 2024 (UNAUDITED)
The Board of Directors supervises the business activities of the Fund. The names of the Directors and principal officers of the Fund are shown below. For more information regarding the Directors, please refer to the Statement of Additional Information, which is available free upon request by calling 1-877-676-3386.
Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director | Other Directorships Held By Director | |||||||
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Interested Directors: |
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Vita Nelson 1,2 Age: 86 8000 Town Centre Dr., Suite 400 Broadview Heights, OH 44147 | Director, President | Indefinite since 1998 | President, Editor and Publisher of The Moneypaper, Inc. (newsletter) | 1 | Director, The Moneypaper Advisor, Inc.; Director, Temper of the Times Communications, Inc. Director, Moneypaper, Inc. | |||||||
Principal Officers who are not Directors: | ||||||||||||
J. Mario Medina Age: 57 8000 Town Centre Dr., Suite 400 Broadview Heights, OH 44147 | Treasurer | Indefinite since 2017 | Co-manager of the Fund since July 1, 2017; Editor for JST Online Solutions. | 1 | None | |||||||
Leonard Barenboim Age: 62 8000 Town Centre Dr., Suite 400 Broadview Heights, OH 44147 | Chief Compliance Officer | Indefinite since 2017 | CEO and Chief Compliance Officer, Temper of the Times Investor Services, Inc.; Principal and project manager, ELBI Systems LLC; Chief Compliance Officer, Moneypaper Advisor Inc. | 1 | None | |||||||
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Lee Reiner Nelson 1 Age: 61 8000 Town Centre Dr., Suite 400 Broadview Heights, OH 44147 | Secretary | Indefinite since 2016 | President and CEO, EMA, LLC | 1 | Director, Moneypaper Publications LLC; Temper of the Times Investor Service, Inc.; Moneypaper Advisor, Inc.; Temper of the Times Foundation. |
(1)Lee Reiner Nelson is Vita Nelsons son.
(2)Vita Nelson is President of the Fund and a Director of the Funds Advisor, The Moneypaper Advisor, Inc. and therefore, is an Interested Director of the Fund.
Annual Report | 20
THE MP63 FUND, INC.
ADDITIONAL INFORMATION
FEBRUARY 29, 2024 (UNAUDITED)
INFORMATION REGARDING PROXY VOTING
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies during the most recent 12-month period ended June 30, are available without charge upon request by (1) calling the Fund at 1-877-676-3386 and (2) from Funds documents filed with the Securities and Exchange Commission ("SEC") on the SEC's website at www.sec.gov.
INFORMATION REGARDING PORTFOLIO HOLDINGS
The Fund files a complete schedule of investments with the SEC for the first and third quarter of each fiscal year on Form N-PORT. The Funds first and third fiscal quarters end on May 31 and November 30. The Funds Form N-PORTs are available on the SECs website at http://sec.gov, or they may be reviewed and copied at the SECs Public Reference Room in Washington, DC (call 1-800-732-0330 for information on the operation of the Public Reference Room). You may also obtain copies by calling the Fund at 1-877-676-3386.
LIQUIDITY RISK MANAGEMENT PROGRAM
The Fund has adopted and implemented a liquidity risk management program as required by Rule 22e-4 (the Liquidity Rule) under the Investment Company Act. The program is reasonably designed to assess and manage the Funds liquidity risk, taking into consideration, among other factors, the Funds investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions; its short and long-term cash flow projections; and its cash holdings and access to other funding sources.
During the year ended February 29, 2024, the Advisor to the Fund reviewed the Funds investments and determined that the Fund held adequate levels of cash and highly liquid investments to meet shareholder redemption activities in accordance with applicable requirements. Accordingly, the Advisor concluded that (i) the Funds liquidity risk management program is reasonably designed to prevent violations of the Liquidity Rule and (ii) the Funds liquidity risk management program has been effectively implemented. The Board then approved the liquidity risk report the Advisor provided.
Annual Report | 21
This Page Was Left Blank Intentionally
Annual Report | 22
Investment Adviser
Moneypaper Advisor, Inc.
Distributor
Arbor Court Capital, LLC
Administrator, Transfer Agent, &
Shareholder Servicing Agent
Mutual Shareholder Services, LLC
Custodian
U.S. Bank, N.A.
Legal Counsel
Ropka Law, LLC
Independent Registered Public Accounting Firm
Cohen & Company, Ltd.
This report is provided for the general information of MP63 Fund, Inc. shareholders. It is not authorized for distribution unless preceded or accompanied by an effective prospectus, which contains more complete information about the Fund.
Item 2. Code of Ethics.
(a)
As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrants principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. A copy of registrants code of ethics will be provided to any person who requests it, without charge. To receive a copy of the registrant's code of ethics, write to the Fund at MP63 Fund, Inc., 8000 Town Centre Drive Suite 400, Broadview Heights, OH 44147. A copy will be sent to you within three (3) business days of receipt of your request.
(b)
For purposes of this item, code of ethics means written standards that are reasonably designed to deter wrongdoing and to promote:
1)
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
2)
Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;
3)
Compliance with applicable governmental laws, rules, and regulations;
4)
The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
5)
Accountability for adherence to the code.
(c)
Amendments: During the period covered by the report, there have not been any amendments to the provisions of the code of ethics.
(d)
Waivers: During the period covered by this report, the registrant has not granted any waivers, including implicit waivers, from the provisions of the code of ethics.
Item 3. Audit Committee Financial Expert.
The registrant's Board of Directors has determined that the registrant does not have an audit committee financial expert. The audit committee members and the full Board determined that, although none of its members meet the technical definition of an audit committee financial expert, the committee has sufficient financial expertise to adequately perform its duties under the Audit Committee Charter without the addition of a qualified expert.
Item 4. Principal Accountant Fees and Services.
| (a) | Audit Fees. The aggregate fees billed for professional services rendered by the principal accountant for the audit of the registrants annual financial statements or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were $14,000 and $14,000 with respect to the registrants fiscal years ended February 29, 2024 and February 28, 2023, respectively. |
(b) | Audit-Related Fees. No fees were billed in either of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrants financial statements and are not reported under paragraph (a) of this Item. |
(c) | Tax Fees. The aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $2,500 and $2,500 with respect to the registrants fiscal years ended February 29, 2024 and February 28, 2023, respectively. The services comprising these fees are the preparation of the registrants federal income and excise tax returns. |
(d) | All Other Fees. No fees were billed in either of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item. |
(e)(1) | The Audit Committee of The MP63 Fund, Inc. (the "Fund") is charged with the responsibility to monitor the independence of the Fund's independent accountants. As part of this responsibility, the Audit Committee must pre-approve any independent accounting firm's engagement to render audit and/or permissible non-audit services, as required by law. In evaluating a proposed engagement of the independent accountants, the Audit Committee will assess the effect that the engagement might reasonably be expected to have on the accountant's independence. The Committee's evaluation will be based on: > a review of the nature of the professional services expected to be provided, > review of the safeguards put into place by the accounting firm to safeguard independence, and > periodic meetings with the accounting firm. POLICY FOR AUDIT AND NON-AUDIT SERVICES PROVIDED TO THE FUNDS On an annual basis, the scope of audits for the Fund, audit fees and expenses, and audit-related and non-audit services (and fees proposed in respect thereof) proposed to be performed by the Fund's independent accountants will be presented by the Treasurer and the independent accountants to the Audit Committee for review and, as appropriate, approval prior to the initiation of such services. Such presentation shall be accompanied by confirmation by both the Treasurer and the independent accountants that the proposed services will not adversely affect the independence of the independent accountants. Proposed services shall be described in sufficient detail to enable the Audit Committee to assess the appropriateness of such services and fees, and the compatibility of the provision of such services with the auditor's independence. The Committee shall receive periodic reports on the progress of the audit and other services which are approved by the Committee or by the Committee Chairman pursuant to authority delegated in this Policy. The categories of services enumerated under "Audit Services", "Audit-related Services", and "Tax Services" are intended to provide guidance to the Treasurer and the independent accountants as to those categories of services which the Committee believes are generally consistent with the independence of the independent accountants and which the Committee (or the Committee Chairman) would expect upon the presentation of specific proposals to pre-approve. The enumerated categories are not intended as an exclusive list of audit, audit-related or tax services which the Committee (or the Committee Chairman) would consider for pre-approval. AUDIT SERVICES The following categories of audit services are considered to be consistent with the role of the Fund's independent accountants: > Annual Fund financial statement audits > SEC and regulatory filings and consents AUDIT-RELATED SERVICES The following categories of audit-related services are considered to be consistent with the role of the Fund's independent accountants: > Accounting consultations > Agreed upon procedure reports > Attestation reports > Other internal control reports Individual audit-related services that fall within one of these categories and are not presented to the Audit Committee as part of the annual pre-approval process will be subject to pre-approval by the Committee Chairman (or any other Committee member on whom this responsibility has been delegated). TAX SERVICES The following categories of tax services are considered to be consistent with the role of the Fund's independent accountants: Tax compliance services related to the filing or amendment of the following: Federal, state and local income tax compliance; an Sales and use tax compliance Timely RIC qualification reviews Tax distribution analysis and planning Accounting methods studies Tax consulting services and related projects The Funds independent accountants do not perform individual tax services for management individuals of the Fund. Other permitted services are subject to an Audit Committee pre-approval process. OTHER NON-AUDIT SERVICES Certain non-audit services that the independent accountants are legally permitted to render will be subject to pre-approval by the Committee or by one or more Committee members to whom the Committee has delegated this authority and who will report to the full Committee any pre-approval decisions made pursuant to this Policy. Non-audit services presented for pre-approval pursuant to this paragraph will be accompanied by a confirmation from both the Treasurer and the independent accountants that the proposed services will not adversely affect the independence of the independent accountants. PROSCRIBED SERVICES The Fund's independent accountants will NOT render services in the following categories of non-audit services: > Bookkeeping or other services related to the accounting records or financial statements of the Fund > Financial information systems design and implementation > Appraisal or valuation services, fairness opinions, or contribution-in-kind reports > Actuarial services > Internal audit outsourcing services > Management functions or human resources > Broker or dealer, investment adviser, or investment banking services > Legal services and expert services unrelated to the audit > Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible. PRE-APPROVAL OF NON-AUDIT SERVICES PROVIDED TO THE MONEYPAPER ADVISORS, INC. AND THE MONEYPAPER ADVISORS, INC. AFFILIATES Certain non-audit services provided to The Moneypaper Advisors, Inc. or any entity controlling, controlled by or under common control with The Moneypaper Advisors, Inc. that provides ongoing services to the Fund (The Moneypaper Advisors, Inc. Affiliates) will be subject to pre-approval by the Audit Committee. The only non-audit services provided to these entities that will require pre-approval are those related directly to the operations and financial reporting of the Fund. Individual projects that are not presented to the Audit Committee as part of the annual pre-approval process, will be subject to pre-approval by the Committee Chairman (or any other Committee member on whom this responsibility has been delegated. Services presented for pre-approval pursuant to this paragraph will be accompanied by a confirmation from both the Treasurer and the independent accountants that the proposed services will not adversely affect the independence of the independent accountants. Although the Audit Committee will not pre-approve all services provided to The Moneypaper Advisors, Inc. Affiliates, the Committee will receive an annual report from the Fund's independent accounting firm showing the aggregate fees for all services provided to The Moneypaper Advisors, Inc. and The Moneypaper Advisors, Inc. Affiliates. |
(e)(2) | None of the services described in paragraph (b) through (d) of this Item were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. |
(f) | Less than 50% of hours expended on the principal accountants engagement to audit the registrants financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountants full-time, permanent employees. |
(g) | With respect to the fiscal years ended February 29, 2024 and February 28, 2023, aggregate non-audit fees of $2,500 and $2,500, respectively, were billed by the registrants accountant for services rendered to the registrant. With respect to the fiscal years ended February 29, 2024 and February 28, 2023, the registrants accountant did not render any services to the registrants investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant. |
(h) | Not applicable. |
(i) Not applicable.
(j) Not applicable.
Item 5.
Audit Committee of Listed Companies.
Not Applicable.
Item 6.
Schedule of Investments.
(a)
Not applicable. [schedule filed with Item 1]
(b)
Not applicable.
Item 7.
Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds.
Not applicable.
Item 8.
Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9.
Purchase of Equity Securities By Closed End Management Investment Company and Affiliates.
Not applicable.
Item 10.
Submission of Matters to a Vote of Security Holders.
The registrant does not have specific procedures in place to consider nominees recommended by shareholders, but would consider such nominees if submitted in accordance with Rule 14a-8 under the Securities Exchange Act of 1934 in conjunction with a shareholder meeting to consider the election of trustees.
Item 11.
Controls and Procedures.
(a)
Based on their evaluation of the registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days of the filing date of this report, the registrants principal executive officer and principal financial officer have concluded that such disclosure controls and procedures are reasonably designed and are operating effectively to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which this report is being prepared, and that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported on a timely basis.
(b)
There were no changes in the registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrants internal control over financial reporting.
Item 12.
Disclosure of Securities Lending Activities for Closed-End Management Companies.
Not applicable.
Item 13.
Exhibits.
(a)(2)
Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(a)(3)
Not applicable.
(b)
Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.
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.
The MP 63 Fund, Inc.
By /s/Vita Nelson
*Vita Nelson
President
(principal executive officer)
Date May 8, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By /s/Vita Nelson
*Vita Nelson
President
(principal executive officer)
Date May 8, 2024
By /s/Mario Medina
*Mario Medina
Treasurer
(principal financial officer)
Date May 8, 2024
* Print the name and title of each signing officer under his or her signature.
I, Vita Nelson, certify that:
1. I have reviewed this report on Form N-CSR of The MP63 Fund, Inc.;
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 financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting.
Date: May 8, 2024
/s/ Vita Nelson
Vita Nelson
President
(Principal Executive Officer)
I, Mario Medina, certify that:
1. I have reviewed this report on Form N-CSR of The MP63 Fund, Inc.;
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 financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting.
Date: May 8, 2024
/s/ Mario Medina
Mario Medina
Treasurer
(Principal Financial Officer)
EX-99.906CERT
CERTIFICATION
Vita Nelson, President, and Mario Medina, Treasurer of The MP 63 Fund, Inc. (the Registrant), each certify to the best of his or her knowledge that:
1.
The Registrants periodic report on Form N-CSR for the period ended February 29, 2024 (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
(principal executive officer)
(principal financial officer)
The MP 63 Fund, Inc.
The MP 63 Fund, Inc.
/s/ Vita Nelson
/s/ Mario Medina
Vita Nelson
Mario Medina
Date May 8, 2024
Date: May 8, 2024
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to The MP 63 Fund, Inc. and will be retained by The MP 63 Fund, Inc. 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
THE MP63 FUND, INC.
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS
I.
Covered Officers/Purpose of the Code
This code of ethics (this Code) for The MP63 Fund, Inc. (the Company) applies to the Companys Principal Executive Officer and Principal Financial Officer and any other officers serving similar functions (the Covered Officers each of whom is set forth in Exhibit A) for the purpose of promoting:
o
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
o
full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (SEC) and in other public communications made by the Company;
o
compliance with applicable laws and governmental rules and regulations;
o
the prompt internal reporting of violations of this Code to an appropriate person or persons identified in this Code; and
o
accountability for adherence to this Code.
Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.
II.
Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest
Overview. A conflict of interest occurs when a Covered Officers private interests interfere with the interests of, or the Covered Officers service to, the Company. For example, a conflict of interest would arise if a Covered Officer, or a member of the Covered Officers family, receives improper personal benefits as a result of the Covered Officers position with the Company.
Certain conflicts of interest arise out of the relationships between Covered Officers and the Company and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (Investment Company Act) and the Investment Advisers Act of 1940 (Investment Advisers Act). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Company because of their status as affiliated persons of the Company. This Code does not, and is not intended to, repeat or replace any compliance programs and procedures of the Company or the investment adviser designed to prevent, or identify and correct, violations of the Investment Company Act and the Investment Advisers Act.
Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Company and the investment adviser or the administrator of which a Covered Officer is also an officer or employee. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties, whether formally for the Company and/or for the adviser or the administrator, be involved in establishing policies and implementing decisions that will have different effects on the adviser or the administrator and the Company. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Company and the adviser or the administrator and is consistent with the performance by the Covered Officers of their duties as officers of the Company. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Companys Board of Directors (Board) that the Covered Officers may also be officers or employees of one or more investment companies covered by other codes.
Other conflicts of interest are covered by this Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under this Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Company.
Each Covered Officer must:
o
not use personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Company whereby the Covered Officer would benefit personally to the detriment of the Company;
o
not cause the Company to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Company;
o
not use material non-public knowledge of portfolio transactions made or contemplated for the Company to trade personally or cause others to trade personally in contemplation of the market effect of such transactions;
o
report at least annually any affiliations or other relationships related to conflicts of interest that the Companys Directors and Officers Questionnaire covers.
There are some conflict of interest situations that should always be discussed with the compliance officer of the Company appointed by the Board (the Compliance Officer), if material. Examples of these include:
o
service as a director on the board of any public company;
o
the receipt of any non-nominal gifts;
o
the receipt of any entertainment from any company with which the Company has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any questions of impropriety;
o
any ownership interest in, or any consulting or employment relationship with, any of the Companys service providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof; and
o
a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Company for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officers employment, such as compensation or equity ownership.
III.
Disclosure and Compliance
o
Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Company.
o
Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Companys directors and auditors, and to governmental regulators and self-regulatory organizations.
o
Each Covered Officer should, to the extent appropriate within the Covered Officers area of responsibility, consult with other officers and employees of the Company and of the adviser or the administrator with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Company files with, or submits to, the SEC and in other public communications made by the Company.
o
It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.
IV.
Reporting and Accountability
Each Covered Officer must:
o
upon adoption of this Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board , in substantially the form set forth on Exhibit B, that the Covered Officer has received, read, and understands this Code;
o
annually thereafter affirm to the Board, in substantially the form set forth on Exhibit C, that the Covered Officer has complied with the requirements of this Code;
o
not retaliate against any other Covered Officer or any employee of the Company or their affiliated persons for reports of potential violations that are made in good faith; and
o
notify the Compliance Officer for the Company promptly if the Covered Officer knows of any violation of this Code. Failure to do so is itself a violation of this Code.
The Compliance Officer for the Company is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. However, any approvals or waivers sought by a Covered Officer will be considered by the Audit Committee (the Committee), which will make recommendations to the Board.
The Company will follow these procedures in investigating and enforcing this Code:
o
the Compliance Officer for the Company will take all appropriate action to investigate any potential violations reported to the Compliance Officer;
o
the Compliance Officer will review with the outside legal counsel to the Company the findings and conclusions of such investigation;
o
if, after such investigation and review, the Compliance Officer believes that no violation has occurred, the Compliance Officer is not required to take any further action;
o
any matter that the Compliance Officer believes is a violation will be reported to the Committee;
o
if the Committee concurs that a violation has occurred, it will inform and make a recommendation to the Board, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures (including changes to this Code); notification of the violation to appropriate personnel of the investment adviser or the administrator or its board; or a recommendation to take disciplinary action against the Covered Officer, which may include, without limitation, dismissal;
o
the Board will be responsible for granting waivers, as appropriate; and
o
any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.
V.
Other Policies and Procedures
This Code shall be the sole code of ethics adopted by the Company for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Company, the Companys adviser, principal underwriter, the administrator or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Companys and its investment advisers and principal underwriters codes of ethics under Rule 17j-1 under the Investment Company Act are separate requirements applying to the Covered Officers and others, and are not part of this Code.
VI.
Amendments
Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of independent directors.
VII.
Confidentiality
To the extent possible, all records, reports and other information prepared, maintained or acquired pursuant to this Code will be treated as confidential, it being understood that it may be necessary or advisable, that certain matters be disclosed to third parties (e.g., to the board of directors or officers of the adviser or the administrator).
VIII.
Internal Use
This Code is intended solely for the internal use by the Company and does not constitute an admission, by or on behalf of the Company, as to any fact, circumstance, or legal conclusion.
Date:
Exhibit A
Persons Covered by this Code of Ethics
Name | Office |
Vita Nelson | President |
Mario Medina | Treasurer |
Exhibit B
THE MP63 FUND, INC.
Covered Officer Affirmation of Understanding
In accordance with Section IV of the Code of Ethics for Principal Executive and Senior Financial Officers (the Code), the undersigned Covered Officer of the Company (as defined in the Code) hereby affirms to the Board that the Covered Officer has received, read, and understands the Code.
Date: ___________________
_________________________________________
Covered Officer
Exhibit C
THE MP63 FUND, INC.
Covered Officer Annual Affirmation
For the period September 1, 2005 to February 28, 2006.
In accordance with Section IV of the Code of Ethics for Principal Executive and Senior Financial Officers (the Code), the undersigned Covered Officer of the Company (as defined in the Code) hereby affirms to the Board that the Covered Officer, at all times during the period for which this affirmation is given, has complied with each of the requirements of the Code.
Date: ___________________
_________________________________________
Covered Officer
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