NOTES TO FINANCIAL STATEMENTS
June 30, 2013
(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: Eventide Gilead Fund and Eventide Healthcare & Life Sciences Fund (each a
Fund
or collectively the Funds). The Funds are registered as diversified. The Funds investment manager is Eventide Asset Management, LLC (the
Manager
).
Eventide Gilead Fund commenced operations on July 8, 2008. The Funds investment objective is to achieve long-term capital appreciation.
Eventide Healthcare & Life Sciences Fund commenced operations on December 27, 2012. The Funds investment objective is to achieve long-term capital appreciation.
The Funds offer four classes of shares, Retail Class, Class A, Class C and Class I. Each class differs as to sales and redemption charges and ongoing fees.
The following is a summary of significant accounting policies consistently followed by the Funds and are in accordance with accounting principles generally accepted in the United States of America (
GAAP
).
a)
Investment Valuation - The net asset values per share of the Funds are determined as of the close of regular trading on the New York Stock Exchange (
NYSE
) (normally 4:00 p.m., Eastern Time) on each day when the NYSE is open for trading. Securities for which market quotations are available are valued as follows: (a) each listed security is valued at its closing price obtained from the respective primary exchange on which the security is listed, or, if there were no sales on that day, at its last reported current bid price; (b) each unlisted security is valued at the NASDAQ Official Closing Price (NOCP); (c) short-term money market instruments (such as certificates of deposit, bankers acceptances and commercial paper) and fixed income securities are most often valued by bid quotations or by reference to bid quotations of available yields for similar instruments of issuers with similar credit ratings. All of these prices are obtained from services, which collect and disseminate such market prices. Bid quotations for short-term money market instruments reported by such a service are the bid quotations reported to it by the major dealers. Short-term securities with remaining maturities of sixty days or less for which market quotations and information from pricing service are not readily available are valued either at amortized cost or at original cost plus accrued interest, both of which approximate current value. When approved by the Trustees, certain securities may be valued on the basis of valuations provided by an independent pricing service when such prices the Trustees believe reflect the fair value of such securities. In the absence of an ascertainable market value, or if an event occurs after the close of trading on the domestic or foreign exchange or market on which the security is principally traded (prior to the time the NAV is calculated) that materially affects fair value, assets are valued at their fair value as determined by the Manager using methods and procedures reviewed and approved by the Trustees.
In accordance with the Trusts good faith pricing guidelines, the Manager is required to consider all appropriate factors relevant to the value of securities for which it has determined other pricing sources are not available or reliable. No single standard for determining fair value exists, since fair value depends upon the circumstances of each individual case. As a general principle, the current fair value of securities being valued by the Manager would appear to be the amount which the owner might reasonably expect to receive for them upon their current sale. Methods which are in accord with this principle may, for example, be based on (i) a multiple of earnings; (ii) a discount from market of a similar freely traded security (including a derivative security or a basket of securities traded on other markets, exchanges or among dealers); or (iii) yield to maturity with respect to debt issues, or a combination of these and other methods.
In accordance with the authoritative guidance on fair value measurements and disclosure under GAAP, the Funds disclose fair value of investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs
(Level 3). The three levels of the fair value hierarchy under GAAP are described below:
Level 1
-
quoted prices in active markets for identical securities.
Level 2
-
other significant observable inputs (including quoted prices for similar securities and identical securities in inactive markets, interest rates, amortized cost, credit risk, etc.).
Level 3
-
significant unobservable inputs (including the Funds own assumptions in determining fair value investments).
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
Eventide Funds
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2013
The following is a summary of the valuation inputs, representing 100% of the Funds investments, used to value the Funds net assets as of June 30, 2013:
(a)
As of and during the year/period ended June 30, 2013, the Funds held no securities that were considered to be Level 3 securities (those valued using significant unobservable inputs). Therefore, a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value is not applicable. There were transfers into and out of Level 1 and 2 during the current period presented for the Eventide Gilead Fund. It is the Funds policy to recognize transfers into and out of Level 1 and 2 at the end of the reporting period.
(b)
For a detailed break-out of common stocks by industry, by please refer to the Schedules of Investments.
The following amounts were transfers in/(out) of Level 2:
Eventide Gilead Fund
There were no transfers from Level 1 to Level 2.
During the year ended June 30, 2013, no securities were valued in accordance with the Trusts good faith pricing guidelines.
b)
Federal Income Tax - The Eventide Gilead Fund has qualified and intends to continue to, and the Eventide Healthcare & Life Sciences Fund intends to qualify as regulated investment companies and to comply with the applicable provisions of the Internal Revenue Code of 1986, as amended, and to distribute substantially all of their taxable income to their shareholders. Therefore, no Federal income or excise tax provisions are required.
Eventide Funds
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2013
As of and during the year/period ended June 30, 2013, the Funds did not have a liability for any unrecognized tax expense. The Funds recognize interest and penalties, if any, related to unrecognized tax expense as income tax expense in the Statements of Operations. As of June 30, 2013, the Funds 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 and years 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 tax filings are open for examination by applicable taxing authorities. No examination of the Funds filings 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)
Multiple Class Allocations - Income, non-class specific expenses and realized/unrealized gains or losses are allocated to each class based on relative net assets. Distribution fees are charged to each respective share class in accordance with the distribution plan.
e)
Other - Investment and shareholder transactions are recorded 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.
f)
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.
g)
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 Funds and, therefore, cannot be estimated; however, management considers the risk of loss from such claims to be remote.
h)
Redemption Fees and Sales Charges (loads) - A $15 fee may be charged for redemptions made by wire. A maximum sales charge of 5.75% is imposed on Class A shares of the Funds. Investments in Class A shares made at or above the $1 million breakpoint are not subject to an initial sales charge and may be subject to a 1.00% contingent deferred sales charge (
CDSC
) on shares redeemed within 18 months of purchase (excluding shares purchased with reinvested dividends and/or distributions). Class C also has a CDSC of 1.00% and is imposed in the event of certain redemption transactions within one year following each investment. The respective shareholders pay such CDSC charges, which are not an expense of the Funds. For the year ended June 30, 2013, there were redemption fees of $0 paid to the Eventide Gilead Fund and there were $1,102 in CDSC fees paid to the Manager. For the period ended June 30, 2013, there were redemption fees of $0 paid to the Eventide Healthcare & Life Sciences Fund and there were $0 in CDSC fees paid to the Manager.
(2)
INVESTMENT TRANSACTIONS
For the year/period ended June 30, 2013, aggregate purchases and proceeds from sales of investment securities (excluding short-term investments) for the Funds were as follows:
Eventide Gilead Fund
Eventide Healthcare & Life Sciences Fund
(3)
MANAGEMENT AGREEMENT AND OTHER RELATED PARTY TRANSACTIONS
Eventide acts as investment manager to the Funds pursuant to the terms of the Management Agreement. Under the terms of the Management Agreement, the Manager manages the investment operations of the Funds in accordance with the Funds investment policies and restrictions. The Manager provides the Funds with investment advice and supervision and furnishes an investment program for the Funds. For its investment management services, the Funds pays to the Manager, as of the last day of each month, an annualized fee equal to 1.00% and 1.10% of average net assets of the Eventide Gilead Fund and Eventide Healthcare & Life Sciences Fund, respectively, such fee to be computed daily based upon daily average net assets of the Funds. The Manager pays expenses incurred by it in connection with acting as investment manager to the Funds 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 Funds and certain other expenses paid by the Funds (as detailed in the Management Agreement). The Manager pays for all employees, office space and facilities required by it to provide services under the Management Agreement, with the exception of specific items of expense (as detailed in the Management Agreement). For the year/period ended June 30, 2013, management fees of $417,339 and $12,960 were incurred by the Eventide Gilead Fund and Eventide Healthcare & Life Sciences Fund, respectively, before the waiver and reimbursement described below.
The Manager and the Funds have entered into an Expense Limitation Agreement under which the Manager has contractually agreed to waive fees and/or reimburse expenses but only to the extent necessary to maintain total annual operating expenses (excluding brokerage costs; borrowing costs, such as (a) interest and (b) dividends on securities sold short; taxes; costs of investing in underlying funds; 12b-1 distribution fees and extraordinary expenses) at 1.42% and 1.43% of average daily net assets for the Eventide Gilead Fund and Eventide Healthcare & Life Sciences Fund, through October 31, 2013 and December 31, 2013, respectively. Each waiver or reimbursement by the Manager is subject to repayment by the Fund within the three fiscal years following the fiscal year in which that
Eventide Funds
NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2013
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 year/period ended June 30, 2013, the Manager waived management fees and reimbursed expenses of $50,021 and $54,272 for the Eventide Gilead Fund and Eventide Healthcare & Life Sciences Fund, respectively. As of June 30, 2013, the Manager has waived/reimbursed expenses of the Eventide Gilead Fund and Eventide Healthcare & Life Sciences Fund that may be recovered no later than June 30 for the years indicated below:
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Eventide Gilead Fund
|
Eventide Healthcare & Life Sciences Fund
|
2014
|
2015
|
2016
|
2016
|
$103,626
|
$91,352
|
$50,021
|
$54,272
|
|
|
The Trust has entered into a Management Services Agreement with MFund Services, LLC (
MFund
). Pursuant to the Management Services Agreement, MFund provides sponsorship, management and supervisory services. For MFunds services to the Funds, the Funds pay MFund a base fee of $5,000 annually, an annualized asset based fee of 0.10% of average daily net assets up to $100 million, with lower fees at higher asset levels, plus reimbursement of out of pocket expenses. For the year/period ended June 30, 2013, the Eventide Gilead Fund and Eventide Healthcare & Life Sciences Fund incurred $46,752 and $4,339 for such fees, respectively.
A Trustee and Officer of the Trust is also the controlling member of MFund Services and Catalyst Capital Advisors, LLC (an investment manager to other series of the Trust), and is not paid any fees directly by the Trust for serving in such capacities.
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.
An Officer of the Trust is also an employee of GFS, and is not paid any fees directly by the Trust for serving in such capacity.
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 special board meeting attended at the discretion of the Chairman. Currently, the Chairman of the Trusts Audit Committee receives an additional quarterly fee of $750. Effective April 1, 2013, the Chairman of the Trusts Audit Committee will receive a quarterly fee of $100 per fund. The fees paid to the Trustees are paid in fund shares and allocated pro rata among the funds in the complex. The Trust reimburses each Trustee and officer for his or her travel and other expenses relating to attendance at such meetings.
The Trust has adopted a Distribution Plan pursuant to rule 12b-1 under the 1940 Act for each class of shares, that allows the Funds to pay distribution and shareholder servicing expenses of up to 0.25% per annum for the Retail Class shares, up to 0.50% per annum for the Class A shares and up to 1.00% for the Class C shares based on average daily net assets of each class. The Retail Class shares are currently paying 0.20% per annum of 12b-1 fees, Class A shares are currently paying 0.25% per annum of 12b-1 fees and Class C shares are currently paying 1.00% per annum of 12b-1 fees. 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 Funds and their shareholders and to reimburse Northern Lights Distributors, LLC. (the
Distributor
) and Manager for distribution related expenses. Brokers may receive a 1.00% commission from the Distributor for the sale of Class C shares.
For the year/period ended June 30, 2013, the Eventide Gilead Fund received $29,942 and Eventide Healthcare & Life Sciences received $6,609 in underwriter commissions from the sale of shares of the Fund.
(4)
DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL
The tax character of distributions for the year ended June 30, 2012 was as follows:
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Ordinary
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Long-Term
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Total
|
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Income
|
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Capital Gain
|
|
Distributions
|
|
Eventide Gilead Fund
|
|
$ 1,012,956
|
|
$ 5,841
|
|
$ 1,018,797
|
There were no distributions for the fiscal year/period ended June 30, 2013.
As of June 30, 2013, the components of accumulated earnings/ (deficit) on a tax basis were as follows:
The difference between book basis and tax basis unrealized appreciation for the Eventide Gilead Fund is primarily attributable to wash sales.
Late year losses incurred after December 31 within the fiscal year are deemed to arise on the first business day of the following fiscal year for tax purposes. The Funds incurred and elected to defer such late year losses as follows:
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Late Year
|
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Losses
|
Eventide Gilead Fund
|
|
$ 226,960
|
Eventide Healthcare & Life Sciences Fund
|
18,532
|
Capital losses incurred after October 31 within the fiscal year are deemed to arise on the first business day of the following fiscal year for tax purposes. The Eventide Healthcare & Life Sciences Fund incurred and elected to defer such capital losses of $129,690.
Permanent book and tax differences for the Funds, primarily attributable to the reclass of net operating losses and grantor trust adjustments, resulted in reclassification for the period ended June 30, 2013 as follows: