ITEM 1. REPORTS TO SHAREHOLDERS.
SMH Representation Trust
|
SCHEDULE OF INVESTMENTS (Unaudited)
|
December 31, 2013
|
|
Shares
|
|
|
|
|
Value
|
|
|
|
|
COMMON STOCK - (0.00%)
|
|
|
|
|
|
|
Hotels Restaurants & Leisure - (0.00%)
|
|
|
|
|
2,429
|
|
|
Trump Entertainment Resorts, Inc. **†#
|
|
$
|
—
|
|
|
|
|
|
TOTAL COMMON STOCK (Cost $7,362)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Principal
|
|
|
|
|
|
|
|
|
|
|
|
CONVERTIBLE CORPORATE BONDS - (9.11%)
|
|
|
|
|
|
|
|
|
Investment Companies (9.02%)
|
|
|
|
|
$
|
2,495,000
|
|
|
Ares Capital Corp., 5.125%, 6/1/2016
|
|
|
2,661,853
|
|
|
3,730,000
|
|
|
Prospect Capital Corporation, 5.50%, 8/15/2016
|
|
|
3,907,175
|
|
|
|
|
|
|
|
|
6,569,028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Semiconductors & Semiconductor Equipment - (0.09%)
|
|
|
|
|
|
4,588,000
|
|
|
Energy Conversion Devices, Inc., escrow receipts ***#
|
|
|
63,773
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL CONVERTIBLE CORPORATE BONDS
|
|
|
|
|
|
|
|
|
(Cost $7,791,666)
|
|
|
6,632,801
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CORPORATE BONDS - (87.07%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chemicals - (4.96%)
|
|
|
|
|
|
3,430,000
|
|
|
Momentive Performance Materials, Inc., 8.875%, 10/15/2020
|
|
|
3,610,075
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coal - (10.26%)
|
|
|
|
|
|
3,453,000
|
|
|
Alpha Natural Resources, Inc., 9.75%, 4/15/2018
|
|
|
3,660,180
|
|
|
4,794,000
|
|
|
Arch Coal, Inc., 7.00%, 6/15/2019
|
|
|
3,811,230
|
|
|
|
|
|
|
|
|
7,471,410
|
|
|
|
|
|
Commerical Services - (4.32%)
|
|
|
|
|
|
3,613,000
|
|
|
ADT Corp., 3.50%, 7/15/2022
|
|
|
3,144,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversified Financial Services - (2.14%)
|
|
|
|
|
|
1,500,000
|
|
|
GFI Group, Inc., 10.375%, 7/19/2018
|
|
|
1,556,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home Builders - (4.72%)
|
|
|
|
|
|
3,209,000
|
|
|
Beazer Homes USA, Inc., 9.125%, 5/15/2019
|
|
|
3,433,630
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lodging - (4.71%)
|
|
|
|
|
|
3,367,000
|
|
|
Caesars Entertainment Operating Co., Inc., 11.25%, 6/1/2017
|
|
|
3,425,923
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mining - (10.75%)
|
|
|
|
|
|
3,476,000
|
|
|
Thompson Creek Metals Co., Inc., 9.75%, 12/1/2017
|
|
|
3,823,600
|
|
|
4,034,000
|
|
|
Molycorp, Inc., 10.00%, 6/1/2020
|
|
|
4,003,745
|
|
|
|
|
|
|
|
|
7,827,345
|
|
|
|
|
|
Oil & Gas - (13.87%)
|
|
|
|
|
|
3,720,000
|
|
|
Forbes Energy Services Ltd., 9.00%, 6/15/2019
|
|
|
3,645,600
|
|
|
2,415,000
|
|
|
Northern Oil and Gas, Inc., 8.00%, 6/1/2020
|
|
|
2,529,713
|
|
|
3,823,000
|
|
|
Penn Virginia Corp., 7.25%, 4/15/2019
|
|
|
3,918,575
|
|
|
|
|
|
|
|
|
10,093,888
|
|
|
|
|
|
Pipelines - (4.71%)
|
|
|
|
|
|
3,300,000
|
|
|
Niska Gas Storage US LLC, 8.875%, 3/15/2018
|
|
|
3,432,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail - (4.39%)
|
|
|
|
|
|
5,117,000
|
|
|
Radioshack Corp., 6.75%, 5/15/2019
|
|
|
3,198,125
|
|
The accompanying
notes are an integral part of these financial statements.
SMH Representation Trust
|
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
|
December 31, 2013
|
|
Principal
|
|
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Semiconductors - (9.10%)
|
|
|
|
|
|
3,297,000
|
|
|
Advanced Micro Devices, Inc., 7.75%, 8/1/2020
|
|
$
|
3,272,272
|
|
|
3,176,000
|
|
|
Amkor Technology, Inc., 7.375%, 5/1/2018
|
|
|
3,350,680
|
|
|
|
|
|
|
|
|
6,622,952
|
|
|
|
|
|
Telecommunications - (8.31%)
|
|
|
|
|
|
5,560,000
|
|
|
NII Capital Corp., 7.625%, 4/1/2021
|
|
|
2,279,600
|
|
|
3,514,000
|
|
|
Sprint Capital Corp., 8.75%, 3/15/2032
|
|
|
3,768,765
|
|
|
|
|
|
|
|
|
6,048,365
|
|
|
|
|
|
Transportation - (4.83%)
|
|
|
|
|
|
3,268,000
|
|
|
PHI, Inc., 8.625%, 10/15/2018
|
|
|
3,513,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL CORPORATE BONDS (Cost $66,383,953)
|
|
|
63,378,006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INVESTMENTS (Cost $74,182,981)(a) - 96.18%
|
|
$
|
70,010,807
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS IN EXCESS OF LIABILITIES - 3.82%
|
|
|
2,784,406
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS - 100.00%
|
|
$
|
72,795,213
|
|
|
**
|
The security
is illiquid; the security represents 0.00% of net assets.
|
|
***
|
Represents
issuer in default on interest payments; non-income producing security.
|
|
†
|
Non income
producing security.
|
|
#
|
The value
of this security has been determined in good faith under policies of the Board of Trustees.
|
|
(a)
|
Represents
cost for financial reporting purposes. Aggregate cost for federal tax purposes is $74,182,980, and differs from fair value by
net unrealized appreciation (depreciation) of securities as follows:
|
|
|
|
|
Unrealized appreciation
|
|
$
|
1,409,850
|
|
|
|
|
|
Unrealized depreciation
|
|
|
(5,582,024
|
)
|
|
|
|
|
Net unrealized depreciation
|
|
$
|
(4,172,174
|
)
|
Country of Issuer
|
|
|
Percentage
|
|
United States
|
|
|
90.92
|
%
|
Canada
|
|
|
5.25
|
%
|
|
|
|
96.18
|
%
|
Percentages in the above table are based on net assets, excluding short-term investments and cash, of the Fund as of December 31, 2013.
The accompanying
notes are an integral part of these financial statements.
SMH Representation Trust
|
Statement of Assets and Liabilities (Unaudited)
|
December 31, 2013
|
ASSETS:
|
|
|
|
|
Investments, at cost
|
|
$
|
74,182,981
|
|
Investments, at value
|
|
$
|
70,010,807
|
|
Receivable for securities sold
|
|
|
3,492,201
|
|
Interest receivable
|
|
|
1,230,570
|
|
Receivable for Fund shares sold
|
|
|
442,296
|
|
Due from Advisor
|
|
|
7,391
|
|
Prepaid expenses and other assets
|
|
|
17,952
|
|
Total Assets
|
|
|
75,201,217
|
|
|
|
|
|
|
LIABILITIES:
|
|
|
|
|
Due to custodian
|
|
|
1,171,618
|
|
Payable for Fund shares redeemed
|
|
|
1,211,292
|
|
Due to other related parties
|
|
|
10,126
|
|
Accrued expenses and other liabilities
|
|
|
12,968
|
|
Total Liabilities
|
|
|
2,406,004
|
|
|
|
|
|
|
Net Assets
|
|
$
|
72,795,213
|
|
|
|
|
|
|
NET ASSETS CONSIST OF:
|
|
|
|
|
Paid in capital
|
|
$
|
82,811,912
|
|
Undistributed (distribution in excess of) net investment income
|
|
|
(158,068
|
)
|
Accumulated net realized loss on investments
|
|
|
(5,686,457
|
)
|
Net unrealized depreciation on investments
|
|
|
(4,172,174
|
)
|
Net Assets
|
|
$
|
72,795,213
|
|
Shares of beneficial interest outstanding (a)
|
|
|
8,312,755
|
|
Net asset value, offering and redemption price per share
|
|
$
|
8.76
|
|
|
(a)
|
Unlimited
number of shares of no par value beneficial interest authorized.
|
The accompanying
notes are an integral part of these financial statements.
SMH Representation Trust
|
Statement of Operations (Unaudited)
|
For the Six Months Ended December 31, 2013
|
Investment Income:
|
|
|
|
|
Interest income
|
|
$
|
3,335,530
|
|
Total Investment Income
|
|
|
3,335,530
|
|
|
|
|
|
|
Operating Expenses:
|
|
|
|
|
Investment advisory fees
|
|
|
225,484
|
|
Administration fees
|
|
|
55,183
|
|
Registration fees
|
|
|
10,022
|
|
Custody fees
|
|
|
8,619
|
|
Compliance officer fees
|
|
|
6,357
|
|
Audit fees
|
|
|
6,302
|
|
Legal fees
|
|
|
3,963
|
|
Trustees fees
|
|
|
1,614
|
|
Printing expense
|
|
|
1,435
|
|
Interest expense
|
|
|
825
|
|
Networking fees
|
|
|
254
|
|
Miscellaneous expense
|
|
|
701
|
|
Total Operating Expenses
|
|
|
320,759
|
|
Less: Expenses waived and expenses reimbursed by Advisor
|
|
|
(320,759
|
)
|
Net Operating Expenses
|
|
|
—
|
|
|
|
|
|
|
Net Investment Income
|
|
|
3,335,530
|
|
|
|
|
|
|
Realized and Unrealized Gain (Loss) from Investments:
|
|
|
|
|
Net realized loss from:
|
|
|
|
|
Investments
|
|
|
(5,175,225
|
)
|
Net change in unrealized appreciation on:
|
|
|
|
|
Investments
|
|
|
3,742,735
|
|
Net Realized and Unrealized Loss from Investments
|
|
|
(1,432,490
|
)
|
|
|
|
|
|
Net Increase in Net Assets Resulting From Operations
|
|
$
|
1,903,040
|
|
The accompanying
notes are an integral part of these financial statements.
SMH Representation Trust
|
Statements of Changes in Net Assets
|
|
|
For the Six Months Ended
|
|
|
For the
|
|
|
|
December 31, 2013
|
|
|
Year Ended
|
|
|
|
(Unaudited)
|
|
|
June 30, 2013
|
|
Operations:
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
3,335,530
|
|
|
$
|
6,584,216
|
|
Net realized gain (loss) from investments
|
|
|
(5,175,225
|
)
|
|
|
4,085,211
|
|
Net change in unrealized appreciation (depreciation) on investments
|
|
|
3,742,735
|
|
|
|
(5,723,624
|
)
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
|
1,903,040
|
|
|
|
4,945,803
|
|
|
|
|
|
|
|
|
|
|
Distributions to Shareholders from:
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(3,561,061
|
)
|
|
|
(6,540,626
|
)
|
Net realized capital gains
|
|
|
(2,209,419
|
)
|
|
|
(2,451,149
|
)
|
Total dividends and distributions to shareholders
|
|
|
(5,770,480
|
)
|
|
|
(8,991,775
|
)
|
|
|
|
|
|
|
|
|
|
Share Transactions of Beneficial Interest:
|
|
|
|
|
|
|
|
|
Net proceeds from shares sold
|
|
|
4,231,831
|
|
|
|
20,585,214
|
|
Reinvestment of dividends and distributions
|
|
|
171,061
|
|
|
|
1,089,420
|
|
Cost of shares redeemed
|
|
|
(11,483,586
|
)
|
|
|
(15,360,389
|
)
|
Net increase (decrease) in net assets from share transactions of beneficial interest
|
|
|
(7,080,694
|
)
|
|
|
6,314,245
|
|
|
|
|
|
|
|
|
|
|
Total increase (decrease) in Net Assets
|
|
|
(10,948,134
|
)
|
|
|
2,268,273
|
|
|
|
|
|
|
|
|
|
|
Net Assets:
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
|
83,743,347
|
|
|
|
81,475,074
|
|
End of period*
|
|
$
|
72,795,213
|
|
|
$
|
83,743,347
|
|
|
|
|
|
|
|
|
|
|
* Includes undistributed net investment Undistributed (distribution in excess of) net investment income
|
|
$
|
(158,068
|
)
|
|
$
|
67,463
|
|
|
|
|
|
|
|
|
|
|
Share Activity:
|
|
|
|
|
|
|
|
|
Shares Sold
|
|
|
459,899
|
|
|
|
2,161,435
|
|
Shares Reinvested
|
|
|
18,486
|
|
|
|
115,556
|
|
Shares Redeemed
|
|
|
(1,253,605
|
)
|
|
|
(1,614,998
|
)
|
Net increase (decrease) in shares of beneficial interest outstanding
|
|
|
(775,220
|
)
|
|
|
661,993
|
|
The accompanying
notes are an integral part of these financial statements.
SMH Representation Trust
|
Financial Highlights
|
For a share outstanding throughout each period
|
|
|
For the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
For the
|
|
|
For the
|
|
|
For the
|
|
|
For the
|
|
|
|
December 31, 2013
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Period Ended
|
|
|
|
(Unaudited)
|
|
|
June
30, 2013
|
|
|
June
30, 2012
|
|
|
June
30, 2011
|
|
|
June 30,
2010
(A)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
$
|
9.21
|
|
|
$
|
9.67
|
|
|
$
|
10.72
|
|
|
$
|
10.03
|
|
|
$
|
10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM
INVESTMENT OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.38
|
(B)
|
|
|
0.73
|
(B)
|
|
|
0.94
|
(B)
|
|
|
0.97
|
|
|
|
0.08
|
|
Net realized and unrealized gain (loss) on
investments
|
|
|
(0.19
|
)
|
|
|
(0.18
|
)
|
|
|
(0.32
|
)
|
|
|
0.88
|
|
|
|
0.03
|
|
Total from investment operations
|
|
|
0.19
|
|
|
|
0.55
|
|
|
|
0.62
|
|
|
|
1.85
|
|
|
|
0.11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LESS DISTRIBUTIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
(0.38
|
)
|
|
|
(0.73
|
)
|
|
|
(0.94
|
)
|
|
|
(0.98
|
)
|
|
|
(0.08
|
)
|
From net realized gains on investments
|
|
|
(0.26
|
)
|
|
|
(0.28
|
)
|
|
|
(0.73
|
)
|
|
|
(0.18
|
)
|
|
|
—
|
|
Total distributions
|
|
|
(0.64
|
)
|
|
|
(1.01
|
)
|
|
|
(1.67
|
)
|
|
|
(1.16
|
)
|
|
|
(0.08
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
|
$
|
8.76
|
|
|
$
|
9.21
|
|
|
$
|
9.67
|
|
|
$
|
10.72
|
|
|
$
|
10.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total return (C)
|
|
|
2.17
|
% (D)
|
|
|
5.80
|
%
|
|
|
6.96
|
%
|
|
|
18.73
|
%
|
|
|
1.14
|
% (D)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RATIOS/SUPPLEMENTAL DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (in 000s)
|
|
$
|
72,795
|
|
|
$
|
83,743
|
|
|
$
|
81,475
|
|
|
$
|
66,801
|
|
|
$
|
63,498
|
|
Ratios to average net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses, before waiver and reimbursement (F)
|
|
|
0.78
|
% (E)
|
|
|
0.77
|
%
|
|
|
0.79
|
%
|
|
|
0.80
|
%
|
|
|
1.50
|
% (E)
|
Expenses, net waiver and reimbursement (F)
|
|
|
0.00
|
% (E)
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
0.00
|
% (E)
|
Net investment income, before waiver and reimbursement (F)
|
|
|
7.36
|
% (E)
|
|
|
6.91
|
%
|
|
|
8.69
|
%
|
|
|
8.09
|
%
|
|
|
7.21
|
% (E)
|
Net investment income, net waiver and reimbursement (F)(G)
|
|
|
8.13
|
% (E)
|
|
|
7.68
|
%
|
|
|
9.48
|
%
|
|
|
8.89
|
%
|
|
|
8.71
|
% (E)
|
Portfolio turnover rate
|
|
|
26
|
% (D)
|
|
|
61
|
%
|
|
|
35
|
%
|
|
|
61
|
%
|
|
|
7
|
% (D)
|
|
(A)
|
The SMH
Representation Trust commenced operations on May 24, 2010.
|
|
(B)
|
Per share
amounts calculated using average shares method, which more appropriately presents the per share data for the
period.
|
|
(C)
|
Total
returns in the above table are historical in nature and represent the rate that the investor would have earned or lost on an investment
in the Fund assuming reinvestment of dividends and capital gains distributions, if any. Had the Advisor not waived its fees and
reimbursed expenses, total returns would have been lower.
|
|
(F)
|
The ratios
of expenses to average net assets and net investment income to average net assets do not reflect the expenses of the underlying
investment companies in which the Fund invests.
|
|
(G)
|
Recognition
of net investment income is affected by the timing and declaration of dividends by the underlying investment companies in which
the Fund invests.
|
The accompanying
notes are an integral part of these financial statements.
SMH REPRESENTATION
TRUST
|
|
|
|
|
|
NOTES
TO FINANCIAL STATEMENTS (Unaudited)
|
|
|
|
|
|
December 31, 2013
|
|
SEMI-ANNUAL
REPORT
|
|
(1)
|
ORGANIZATION
AND
SIGNIFICANT
ACCOUNTING
POLICIES
|
Mutual
Fund Series Trust (the
Trust
), was organized as an Ohio business trust on February 27, 2006. The Trust
is registered as an open-end management investment company under the Investment Company Act of 1940, as amended, (
1940
Act
). The Trust currently consists of twenty-two series. These financial statements include the following series:
SMH Representation Trust (the
Fund
).
The Fund is registered as non-diversified. The Funds investment
advisor is SMH Capital Advisors, Inc. (the
Advisor
or
SMH)
.
The
Fund commenced operations on May 24, 2010. The Funds investment objective is to provide a high level of current income
with capital appreciation as a secondary objective.
The
Fund offers one class of shares.
The
following is a summary of significant accounting policies consistently followed by the Fund and are in accordance with accounting
principles generally accepted in the United States of America (
GAAP
).
a) Securities
Valuation - Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session
of the exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ, at the NASDAQ
Official Closing Price (
NOCP
). In the absence of a sale, such securities shall be valued at the last
bid price on the day of valuation. Debt securities (other than short-term obligations) are valued each day by an independent pricing
service approved by the Board of Trustees (the
Board
) using methods which include current market quotations
from a major market maker in the securities and based on methods which include the consideration of yields or prices of securities
of comparable quality, coupon, maturity and type. The Fund may invest in portfolios of open-end or closed-end investment companies
and exchange traded funds (the
underlying funds
). Open-end funds are valued at their respective net
asset values as reported by such investment companies. The underlying funds value securities in their portfolios for which market
quotations are readily available at their market values (generally the last reported sale price) and all other securities and
assets at their fair value by the methods established by the Boards of the underlying funds. The shares of many closed- end investment
companies and exchange traded funds, after their initial public offering, frequently trade at a price per share, which is different
than the net asset value per share. The difference represents a market premium or market discount of such shares. There can be
no assurances that the market discount or market premium on shares of any closed-end investment company or exchanged traded fund
purchased by the Fund will not change. Short- term debt obligations having 60 days or less remaining until maturity, at time of
purchase, are valued at amortized cost, provided each such valuations represent fair value. Options are valued at their closing
price on the exchange they are traded on.
In unusual
circumstances, instead of valuing securities in the usual manner, the Fund may value securities at fair value as
determined in good faith by the Funds Board, pursuant to the procedures (the
Procedures
) approved
by the Board. The Procedures consider, among others, the following factors to determine a securitys fair value: the nature
and pricing history (if any) of the security; whether any dealer quotations for the security are available; and possible valuation
methodologies that could be used to determine the fair value of the security. Fair value may also be used by the Board if extraordinary
events occur after the close of the relevant world market but prior to the New York Stock Exchange close.
The Fund
utilizes various methods to measure the fair value of most of its investments on a recurring basis. GAAP establishes a hierarchy
that prioritizes inputs to valuation methods. The three levels of input are:
Level
1 – Unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access.
Level
2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either
directly or indirectly. These inputs may include quoted prices for the identical instrument in 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 valuing the asset or liability, and would
be based on the best information available.
The availability
of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example,
the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other
characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable
or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised
in determining fair value is greatest for instruments categorized in Level 3.
The inputs
used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes,
the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the
lowest level input that is significant to the fair value measurement in its entirety.
SMH REPRESENTATION
TRUST
|
|
|
|
|
|
|
|
NOTES
TO FINANCIAL STATEMENTS (Unaudited) (Continued)
|
|
|
|
|
|
|
|
December
31, 2013
|
|
SEMI-ANNUAL
REPORT
|
|
The inputs
or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following tables summarize the inputs used as of December 31, 2013 for the Funds assets measured at fair value:
Security
Classifications
(a)
|
|
Level
1
(Quoted Prices)
|
|
|
Level
2
(Other Significant Observable Inputs)
|
|
|
Level
3
(Unobservable
Inputs)
(d)
|
|
|
Totals
|
|
Common Stock
(b)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Convertible Corporate Bonds
(c)
|
|
|
—
|
|
|
|
6,569,028
|
|
|
|
63,773
|
|
|
|
6,632,801
|
|
Corporate Bonds
(c)
|
|
|
—
|
|
|
|
63,378,006
|
|
|
|
—
|
|
|
|
63,378,006
|
|
Short-Term Investments
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total
|
|
$
|
—
|
|
|
$
|
69,947,034
|
|
|
$
|
63,773
|
|
|
$
|
70,010,807
|
|
|
(a)
|
There
were
no
transfers
into
or
out
of
Level
1
and
Level
2
during
the
period.
It
is
the
Funds
policy
to
recognize
transfers
into
and
out
of
Level
1
and
Level
2
at
the
end
of
the
reporting
period.
|
|
(b)
|
For
a
detailed
break-out
of
common
stock
by
industry
classification,
please
refer
to
the
Schedule
of
Investments.
|
|
(c)
|
All
convertible
corporate
bonds
and
corporate
bonds
held
in
the
Fund
are
Level
2
securities
with
the
exception
of
one
convertible
corporate
bond
which
is
a
Level
3
security.
For
a
detailed
break-out
of
bonds
by
industry
classification,
please
refer
to
the
Schedule
of
Investments.
|
|
(d)
|
Included
in
Level
3
is
Trump
Entertainment
Resorts,
an
unlisted
security,
with
$0
market
value
and
$0
change
in
unrealized
depreciation
from
prior
year.
Also
included
is
Energy
Conversion
Devices,
Inc.,
an
escrow
receipt,
with
$63,773
market
value
and
$5
change
in
unrealized
depreciation
from
prior
period.
|
The
following is a reconciliation of assets
for which Level 3 inputs were used in determining
value:
|
|
Trump
Entertainment
Resorts,
Inc.
|
|
|
Energy
Conversion
Devices,
Inc.
|
|
Common Stock
|
|
|
|
|
|
|
|
|
Beginning balance June 30, 2013
|
|
$
|
—
|
|
|
$
|
334,006
|
|
Total realized gain/(loss)
|
|
|
—
|
|
|
|
—
|
|
Change in unrealized depreciation
|
|
|
—
|
|
|
|
5
|
|
Capital Distribution
|
|
|
—
|
|
|
|
(270,238
|
)
|
Tax Basis Adjustment
|
|
|
—
|
|
|
|
—
|
|
Net transfers in/(out) of Level 3
|
|
|
—
|
|
|
|
—
|
|
Ending balance December 31, 2013
|
|
$
|
—
|
|
|
$
|
63,773
|
|
The
total change in unrealized depreciation included in the Statement of Operations attributable to Level 3 investments still held
at
December 31, 2013,
was $5.
Investments in Securities:
|
|
|
|
|
|
|
|
Common
Stocks
|
|
Fair
Value
|
|
|
Valuation
Techniques
|
|
Unobservable
Input
|
Trump Entertainment Resorts Inc.
|
|
$
|
—
|
|
|
Bankruptcy
|
|
No Public Market
|
Convertible
Corporate Bonds
|
|
|
|
|
|
|
|
Energy Conversion
Devices, Inc.
|
|
$
|
63,773
|
|
|
Escrow
Receipts
|
|
No
Public Market
|
Total
Fair Value Securities:
|
|
$
|
63,773
|
|
|
|
|
|
Fair
value securites as a percentage of total Net Assets 0.09%.
b) Federal
Income Tax—The Fund has qualified and intends to continue to qualify as a regulated investment company and to comply with
the applicable provisions of the Internal Revenue Code of 1986, as amended, and to distribute substantially all of its taxable
income to its shareholders. Therefore, no Federal income or excise tax provisions are required.
As
of and during the six months
ended December 31, 2013
, the Fund did not have a liability for
any unrecognized tax expense. The Fund recognizes interest and penalties, if any, related to unrecognized tax expense as income
tax expense in the Statement of Operations. As of December 31, 2013, the Fund did not incur any interest or penalties. As required,
management has analyzed the Funds tax positions taken or to be taken on Federal income tax returns for all open tax years
(tax period or year ended June 30, 2010, June 30, 2011, June 30, 2012 and June 30, 2013) and has concluded that no provision for
income tax is required in these financial statements. The
SMH REPRESENTATION
TRUST
|
|
|
|
|
|
|
|
NOTES
TO FINANCIAL STATEMENTS (Unaudited) (Continued)
|
|
|
|
|
|
|
|
December
31, 2013
|
|
SEMI-ANNUAL
REPORT
|
|
tax
filings are open for examination by applicable taxing authorities, U.S. Federal, Nebraska, and foreign jurisdictions. No examination
of the Funds tax return is presently in progress.
c) Distribution
to Shareholders—Distributions to shareholders, which are determined in accordance with income tax regulations and may differ
from GAAP, are recorded on the ex-dividend date.
d) Other—Security
transactions are accounted for on trade date. Interest income is recognized on an accrual basis. Discounts are accreted and premiums
are amortized on securities purchased over the lives of the respective securities. Dividend income is recorded on the ex-dividend
date. Realized gains or losses from sales of securities are determined by comparing the identified cost of the security lot sold
with the net sales proceeds.
e) Use
of Estimates—The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ
from those estimates.
f) Commitments
and Contingencies—In the normal course of business, the Trust may enter into contracts that contain a variety of representations
and warranties and provide general indemnifications. The Funds maximum exposure under these arrangements is dependent on
future claims that may be made against the Fund and, therefore, cannot be estimated; however, management considers the risk of
loss from such claims to be remote.
|
(2)
|
INVESTMENT
TRANSACTIONS
|
For
the six months
ended December 31, 2013
, aggregate purchases and proceeds from sales of investment
securities (excluding short-term investments) for the Fund were as follows:
Purchases
|
|
Sales
|
$20,563,073
|
|
$31,245,990
|
There
were no government securities purchased or sold during the period.
|
(3)
|
MANAGEMENT
AGREEMENT
AND
OTHER
RELATED
PARTY
TRANSACTIONS
|
SMH
acts as investment manager to the Fund pursuant to the terms of the Investment Advisory Agreement (the
Advisory Agreement
).
Under the terms of the Advisory Agreement, the Advisor manages the investment operations of the Fund in accordance with the Funds
investment policies and restrictions. The Advisor provides the Fund with investment advice and supervision and furnishes an investment
program for the Fund. For its investment management services, the Fund pays to the Advisor, as of the last day of each month,
an annualized fee equal to 0.55% of average net assets of the Fund, such fees to be computed daily based upon daily average net
assets of the Fund. For the six months ended December 31, 2013, management fees of $225,484 were incurred by the Fund, before
the waiver and reimbursement described below. As of December 31, 2013, there were no advisory fees payable to the Advisor.
The
Advisor and the Fund have entered into an Expense Limitation Agreement under which the Advisor has agreed to waive 100% of its
investment advisory fee and reimburse the ordinary operating expenses of the Fund through October 31, 2014. If the Advisor were
to charge the Fund for its investment advisor services, the Advisor would be paid a monthly management fee at the annual rate
of 0.55% of the average daily net assets of the Fund. However, the Fund is an integral part of one or more wrap fee
programs sponsored by investment advisors or broker dealers that are not affiliated with the Advisor or the Fund. Participants
in these programs pay a wrap fee to the sponsor of the program, a portion of which is paid to the Advisor pursuant
to one or more agreements between the Advisor and the program sponsors. The Advisor pays expenses incurred by it in connection
with acting as the advisor to the Fund, other than costs (including taxes and brokerage commissions, borrowing costs, costs of
investing in underlying funds and extraordinary expenses, if any) of securities purchased for the Fund and certain other expenses
paid by the Fund (as detailed in the Advisory Agreement). The Advisor pays for all employees, office space and facilities required
by it to provide services under the Advisory Agreement, with the exception of specific items of expense (as detailed in the Advisory
Agreement). Each waiver or reimbursement by the Advisor is subject to repayment by the Fund within the three fiscal years following
the fiscal year in which that particular expense is incurred, if the Fund is able to make the repayment without exceeding the
expense limitation in effect at that time and the repayment is approved by the Board of Trustees.
For
the six months ended
December 31, 2013
, the Advisor waived advisory fees of $225,484 and reimbursed
expenses of $82,672. As of December 31, 2013, the Advisor owed the Fund $7,391 under the terms of the Expense Limitation Agreement.
The Advisor may recapture $562,563, no later than June 30, 2014, $548,988, no later than June 30, 2015 and $658,142, no later
than June 30, 2016, subject to the terms of the Expense Limitation Agreement.
SMH REPRESENTATION
TRUST
|
|
|
|
|
|
|
|
NOTES
TO FINANCIAL STATEMENTS (Unaudited) (Continued)
|
|
|
|
|
|
|
|
December
31, 2013
|
|
SEMI-ANNUAL
REPORT
|
|
Officers
of the Trust and Trustees who are interested persons of the Trust or the Manager will receive no salary or fees from
the Trust. Trustees who are not interested persons as that term is defined in the 1940 Act, will be paid a quarterly
retainer of $250 per Fund in the Trust and $500 per valuation committee meeting and per special board meeting attended at the
discretion of the Chairman. Effective May 1, 2013, the Chairman of the Trusts Audit Committee receives a $400 annual fee
per Fund. Prior to this date the Chairman of the Trusts Audit Committee received a quarterly fee of $750 for all Funds
in the Trust. The fees paid to the Trustees are paid in Fund shares. The Trust reimburses each Trustee and Officer for his or
her travel and other expenses relating to attendance at such meetings.
A
Trustee and Officer of the Trust is also the controlling member of MFund Services and Catalyst Capital Advisors LLC (an investment
advisor to other series of the Trust), and is not paid any fees directly by the Trust for serving in such capacity.
Gemini
Fund Services, LLC (GFS) provides administrative, fund accounting, and transfer agency services to the Fund pursuant
to agreements with the Trust, for which it receives from each Fund: (i) basis points in decreasing amounts as assets reach certain
breakpoints; and (ii) any related out-of-pocket expenses.
Certain
Officers of the Trust are also employees of GFS, and are not paid any fees directly by the Trust for serving in such capacity.
The
Trust has adopted a Distribution Plan (the
Plan
) pursuant to rule 12b-1 under the 1940 Act that allows
the Fund to pay distribution and shareholder servicing expenses of up to 0.50% per annum for the Fund based on average daily net
assets of the Fund. The fee may be used for a variety of purposes, including compensating dealers and other financial service
organizations for eligible services provided by those parties to the Fund and its shareholders and to reimburse the Funds
Distributor and Manager for distribution related expenses.
The Plan
has not been activated by the Fund and the Fund has no present intention to activate the Plan. For the six months ended December
31, 2013, the Fund did not incur any 12b-1 expenses.
|
(5)
|
DISTRIBUTIONS
TO
SHAREHOLDERS
AND
TAX
COMPONENTS
OF
CAPITAL
|
The
tax character of Fund distributions paid for the following periods was as follows:
|
|
|
|
Fiscal
Year Ended
|
|
|
Fiscal
Year Ended
|
|
|
|
June
30, 2013
|
|
|
June
30, 2012
|
|
Ordinary Income
|
|
$
|
7,727,039
|
|
|
$
|
9,827,446
|
|
Long-Term
Capital Gain
|
|
|
1,264,736
|
|
|
|
1,610,015
|
|
|
|
$
|
8,991,775
|
|
|
$
|
11,437,461
|
|
As of
June 30, 2013, the components of accumulated earnings/(deficit) on a tax basis were as follows:
Undistributed
|
|
|
Undistributed
|
|
|
Post October and
|
|
|
Other
|
|
|
|
|
|
Unrealized
|
|
|
Total
|
|
Ordinary
|
|
|
Long-Term
|
|
|
Late Year
|
|
|
Book/Tax
|
|
|
Capital Loss
|
|
|
Appreciation/
|
|
|
Accumulated
|
|
Income
|
|
|
Gains
|
|
|
Losses
|
|
|
Differences
|
|
|
Carry
Forwards
|
|
|
(Depreciation)
|
|
|
Earnings/(Deficits)
|
|
$
|
436,691
|
|
|
$
|
1,450,576
|
|
|
$
|
—
|
|
|
$
|
(121,617
|
)
|
|
$
|
—
|
|
|
$
|
(7,914,909
|
)
|
|
$
|
(6,149,259
|
)
|
The
difference between book basis and tax basis undistributed net investment income is primarily attributable to the tax treatment
of defaulted bond income.
Subsequent
events after the date of the Statement of Assets and Liabilities have been evaluated through the date the financial statements
were issued. Management has concluded that there is no impact requiring adjustment or disclosure in the financial statements.
SMH REPRESENTATION
TRUST
|
|
|
|
|
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December
31, 2013 (Unaudited)
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SEMI-ANNUAL
REPORT
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Approval
of Interim and New Advisory and Sub-Advisory Agreements for SMH Representation Trust
The
Board of Trustees of Mutual Fund Series Trust (the Trust), including the Independent Trustees, unanimously approved
Interim and New Advisory Agreements for SMH Representation Trust(the Fund), between the Trust and SMH Capital Advisors,
Inc. (SMH or the Adviser), and Interim and New Sub-Advisory Agreement for the Fund between Catalyst
Capital Advisers LLC (Catalyst) and SMH at a meeting of the Board of Trustees held on May 16, 2012.
In
connection with their deliberations, the Board reviewed materials prepared by Adviser with respect to the Fund. The Trustees discussed
the corporate organization of SMH and noted that SMH is not affiliated with the transfer agent, underwriter or custodian, and
therefore will not derive any benefits from the relationships these parties have with the Trust. SMH may benefit indirectly from
the 12b-1 fees of the Funds to the extent that the fees are used successfully to grow the assets of the Funds.
As
to the nature, extent and quality of the services provided by SMH to the Fund, the Trustees reviewed SMHs responses to
a series of questions regarding the services provided by SMH, as well as information on the corporate structure, officers, owners
and compliance record of SMH. The Trustees then discussed the nature of the SMHs operations, the quality of its compliance
infrastructure and the experience of its fund management personnel. The Board then reviewed financial information for SMH provided
by the firm. The Trustees concluded that the adviser has provided a level of service consistent with the Boards expectations.
As
to the Funds performance on a comparative basis, the Trustees reviewed the Funds performance for the 2011
period and compared the performance to that of a group of similarly managed funds and a benchmark index. The Board noted that
the Fund had underperformed its respective peer group averages and benchmark index for the year. The Trustees acknowledged
that 2011 was a challenging year in the markets and for the advisor. Following discussion, the Board concluded that each
Funds performance was acceptable. The Board noted that no change to the investment personnel servicing the Fund was
anticipated as a result of the Transaction.
The
Board considered the profits realized by the adviser in connection with the operation of the Fund, based on materials provided
to the Board, and whether the amount of profit is a fair entrepreneurial profit for the management of the Fund. The Trustees concluded
that the advisers level of profitability from its relationship with the Fund was not excessive.
As
to comparative fees and expenses, the Trustees considered the management fee paid by the SMH Representation Trust and
compared that fee to the management fees paid by funds in a peer group. The Board further noted that the advisor has
contractually agreed to waive all fees and/or reimburse all ordinary expenses of the Fund so long as the Fund is used
exclusively for wrap account programs and that SMHs has agreed to continue such waiver of fees and
expenses after the Transaction. Following discussion, the Trustees concluded that the management fee for the SMH Fund was
reasonable.
As
to economies of scale, the Board considered whether there will be economies of scale with respect to the management of the Fund
and whether there is the potential for realization of any further economies of scale. After discussion, it was noted that because
of the Funds size, economies of scale were unlikely to be realized in the near future and consequently, were not a relevant
consideration at this time.
As
a result of their considerations, the Trustees, including the Independent Trustees, unanimously determined that continuation of
the Management Agreement between the Trust and SMH is in the best interests of the SMH Fund and its shareholders.
SMH
REPRESENTATION TRUST
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ADDITIONAL
INFORMATION (Unaudited)
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December
31, 2013
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SEMI-ANNUAL
REPORT
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Reference
is made to the Prospectus and the Statement of Additional Information for more detailed descriptions of the Management Agreement,
Services Agreement and Distribution and/or Service(12b-1) Plan, tax aspects of the Fund and the calculation of the net asset value
of shares of the Fund.
The
Fund files its complete schedules of portfolio holdings with the Securities and Exchange Commission (the Commission)
for the first and third quarters of each fiscal year on Form N-Q. The Funds Forms N-Q are available on the Commissions
website at
http://www.sec.gov
. The Funds Forms N-Q may be reviewed and copied at the Commissions Public Reference
Room in Washington, DC. Information on the operation of the Commissions Public Reference Room may be obtained by calling
1-800-SEC-0330.
A
description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities
is available without charge, upon request, by calling 1-866-447-4228; and on the Commissions website at
http://www.sec.gov
.
Information
regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is
available without charge, upon request, by calling 1-866-447-4228; and on the Commissions website at
http://www.sec.gov
.
SMH REPRESENTATION
TRUST
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Expense
Examples (Unaudited)
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December
31, 2013
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SEMI-ANNUAL
REPORT
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Information
About Your Funds Expenses – SMH Representation Trust (the
Fund
)
As
a shareholder of the Fund, you incur two types of costs: (1) transaction costs, such as the redemption fees imposed by the Fund
for certain redemptions by wire; and (2) ongoing costs, including management fees and other Fund expenses. The example below 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
actual table below illustrates an example investment of $1,000 at the beginning of the period and held for the entire period of
7/1/13 through 12/31/13. The hypothetical table assumes an investment made on 7/1/13 and held for the entire period
of 7/1/13 through 12/31/13. Please note that this table is unaudited.
Actual
Expenses
The
first section of the table provides information about actual account values and actual expenses (relating to the example $1,000
investment made on 01/01/13). You may use the information in this row, 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 row 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 section of the table provides information about the hypothetical account values and hypothetical expenses based on the
Funds actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Funds
actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses
you paid for the period. You may use this information to compare the ongoing costs of investing in the 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.
Please
note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional
costs, redemption fees, or exchange fees. Therefore, the second section of 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. For more information on transactional costs, please refer to the Funds
prospectus.
Expenses
and Value of a $1,000 Investment for the period from 7/1/13 through 12/31/13
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Beginning
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Ending
Account
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Account
Value
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Value
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Expenses
Paid
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Actual
Fund Return (in parentheses)
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7/1/13
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12/31/13
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During
Period**
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SMH
Representation Trust (+2.17%)
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$
1,000.00
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$
1,021.70
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$
0.00
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Beginning
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Ending
Account
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Account
Value
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Value
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Expenses
Paid
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Hypothetical
5% Fund Return
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7/1/13
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12/31/13
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During
Period**
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SMH
Representation Trust
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$1,000.00
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$1,025.21
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$
0.00
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**
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Expenses
are equal to the Funds annualized expenses ratio of 0.00%, multiplied by the average account value over the period, multiplied
by 184/365 to reflect the one-half year period.
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Mutual
Fund Series Trust
80
Arkay Drive, Suite 110
Hauppauge,
NY 11788
ADVISOR
SMH
Capital Advisors, Inc.
4800
Overton Plaza
Suite
300
Fort
Worth, TX 76109
ADMINISTRATOR
Gemini
Fund Services, LLC
80
Arkay Drive, Suite 110
Hauppauge,
NY 11788
TRANSFER
AGENT
Gemini
Fund Services, LLC
17605
Wright Street
Omaha,
NE 68130
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
BBD,
LLP
1835
Market Street
26
th
Floor
Philadelphia,
PA 19103
LEGAL
COUNSEL
Thompson
Hine LLP
41
South High Street
Suite
1700
Columbus,
OH 43215
CUSTODIAN
BANK
Huntington
National Bank
7
Easton Oval
Columbus,
OH 43215