SEC Company Response from MUTUAL FUND SERIES TRUST (CIK 0001355064) — Mar 31, 2020
MUTUAL FUND SERIES TRUST (CIK 0001355064)
Date: March 31, 2020 · CIK: 0001355064 · Accession: 0001580642-20-001432
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File numbers found in text: 333-132541, 811-21872
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CORRESP
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filename1.htm
March 31, 2020
VIA EDGAR TRANSMISSION
Ms. Rebecca Ament Marquigny
Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549-0506
Re: Mutual Fund Series Trust, File Nos. 333-132541
and 811-21872
Dear Ms. Marquigny:
On March 18, 2020, the Registrant filed a preliminary
proxy statement (the “Proxy Statement”) pursuant to Section 14(a) of the Securities Exchange Act of 1934 in connection
with the JAG Large Cap Growth Fund (the “Fund”). In a telephone conversation on March 27, 2020, you provided comments
to the Proxy Statement. Below, please find a summary of your comments and the Registrant’s responses, which the Registrant
has authorized Thompson Hine LLP to make on its behalf. Unless otherwise indicated, capitalized terms used below have the meaning
ascribed to them in the Proxy Statement.
Comment 1: Pursuant to Item 22(c)(1)
of Schedule 14A, please provide the date the Prior Advisory Agreement was last submitted to Mutual Fund Series Trust’s Board
of Trustees (the “Board”) for renewal.
Response: The Registrant has amended
page 2 of the Proxy Statement to state the following:
The Change of Control Event,
as described above, is presumed to constitute a “change in control” of JAG for purposes of the 1940 Act and caused
the “assignment” and resulting termination of the investment advisory agreement with JAG, dated November 29, 2011,
as amended (the “Prior Agreement”). The Prior Agreement was last renewed by the Board on November 11, 2019.
Comment 2: As drafted, the Proxy Statement
does not identify the dates of the shareholder meeting, the record date, the date by which proxy ballots must be received, the
effective date of the Interim Advisory Agreement or the date on which the Interim Advisory Agreement will terminate if the New
Agreement is approved. Please complete the relevant dates where currently bracketed and identify the aforementioned dates related
to the Interim Advisory Agreement.
Response: The Registrant confirms that
the bracketed dates will be completed before filing the definitive Proxy Statement. The Registrant has further amended page 2 of
the Proxy Statement to state the following:
Ms. Rebecca Ament Marquigny
March 31, 2020
Page 2
At a special meeting of the Board
on January 30, 2020, the Board approved an interim advisory agreement between the Trust, on behalf of the Fund, and JAG (the “Interim
Advisory Agreement”), effective as of January 20, 2020. The Interim Advisory Agreement allows JAG to manage the Fund
for 150 days after the Change of Control Event (i.e., June 18, 2020) or until a new investment advisory agreement between
JAG and the Trust can be approved by shareholders (the “New Agreement”).
Comment 3: On pages 1, 9 and 10, the
Proxy Statement asks the recipient to return the proxy card promptly. In each instance, please state the date by which executed
proxy cards must be received to be counted.
Response: The Registrant has amended
the relevant places of the Proxy Statement to state the following:
To assure your representation
at the meeting and your vote is counted, please (i) complete the enclosed proxy and return it promptly
in the accompanying envelope so that it is received by the date set by the financial intermediary through which you own shares
of the Fund or, if no such date is set, by the beginning of the meeting or by (ii) calling
the number listed on your proxy card before the meeting whether or not you expect to be present at the meeting.
Comment 4: Please confirm that the contact
phone number provide in the Proxy Statement for requesting shareholder reports is a toll-free number or, if it is not, add a designated
toll-free number.
Response: The Registrant confirms that
1-855-552-4596 is a toll-free number and will amend the Proxy Statement accordingly.
Comment 5: Although the Proxy Statement
states on page 2 that the Board approved the Interim Advisory Agreement on January 30, 2020, please clarify the date on which the
Interim Advisory Agreement was effective. Please also provide the date on which the Interim Advisory Agreement shall terminate
if the New Advisory Agreement is not approved.
Response: The Registrant refers to its
response to Comment 2.
Comment 6: On page 5 of the Proxy Statement,
please state that the Board concluded that the advisory fee “was reasonable.” Otherwise, please explain the basis for
the Board’s conclusion that the advisory fee “was not unreasonable” and explain why the Board could not determine
that the advisory fee was reasonable.
Response: The Registrant has amended
page 5 of the Proxy Statement accordingly.
Ms. Rebecca Ament Marquigny
March 31, 2020
Page 3
Comment 7: Please confirm that the Chief
Executive Officer of the advisor owns less than 10% of the outstanding voting securities of the advisor or disclose his ownership
consistent with the requirements of Item 22(c)(4) of Schedule 14(a).
Response: The Registrant has amended
page 4 of the Proxy Statement to state the following:
JAG is a Missouri limited liability
company located at 9841 Clayton Road, St. Louis, MO 63124. The names, addresses, and principal occupations of the principal executive
officers of JAG as of the date of this Proxy Statement are set forth below:
Name and Address*:
Principal Occupation:
Norman B. Conley**
Chief Executive Officer and Chief Investment Officer
Charles E. Dodson
Vice President and Chief Compliance Officer
Deborah W Mertz
Chief Financial Officer
*
Each officer’s address is in care of JAG Capital Management, LLC, 9841 Clayton Road, St. Louis, MO 63124.
**Mr. Conley
owns more than 10% of JAG’s parent company, J.A. Glynn & Co.
If you have any questions, please call JoAnn
Strasser at (614) 469-3265 or the undersigned at (614) 469-3217.
Very truly yours,
/s/ Philip B. Sineneng
Philip B. Sineneng
cc: JoAnn M. Strasser