SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

MUTUAL FUND SERIES TRUSTMutual Fund Series Trust

(Name of Registrant as Specified in Its Charter)

Not Applicable

(Name of Person(s)Person (s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý No fee required.

o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Day Hagan Smart ValueCatalyst/SMH Total Return Income Fund

a series of

Mutual Fund Series Trust

4221 North 203rd Street, Suite 100

Elkhorn, Nebraska 68022

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held [October[_____ __], 2023

2024

Dear Shareholders:

The Board of Trustees of Mutual Fund Series Trust, an open-end management investment management company organized as an Ohio business trust, has called a special meeting of the shareholders of the Day Hagan Smart ValueCatalyst/SMH Total Return Income Fund(the (the “Fund”), to be held at the offices of MFund Services LLC, 36 N. New York Avenue,Thompson Hine LLP, 41 South High Street, Columbus, OH 43215 Huntington, New York 11743 , on [October[_____ __], 20232024, at 10:00 a.m., Eastern Time,time, for the following purposes:

2.      To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

Only shareholdersShareholders of record at the close of business on September [1][_____ __], 20232024, are entitled to notice of, and to vote at, the Meetingspecial meeting and any adjournments or postponements thereof. The Notice of Meeting, Proxy Statement, and accompanying form of proxy will first be mailed to shareholders on or about September [ ], 2023.

[____ __], 2024.

By Order of the Board of Trustees

Michael Schoonover, President

Jennifer Bailey, Secretary[____ __], 2024

September [ ], 2023IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON [____ __], 2024.

A copy of the Notice of Shareholder Meeting, the Proxy Statement (including the proposed Investment Advisory Agreement) and Proxy Voting Ballot are available at

[INSERT WEBPAGE LINK]

YOUR VOTE IS IMPORTANT

To assure your representation at the meeting and your vote is counted, pleaseplease: (i) complete the enclosed proxy and return it 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 meetingmeeting; or (ii) call the number listed on your proxy card before the meeting whether or not you expect to be present at the meeting. If you attend the meeting, you may revoke your proxy and vote your shares in person.

Day Hagan Smart ValueCatalyst/SMH Total Return Income Fund

a series of

Mutual Fund Series Trust

with its principal offices at

4221 North 203rd Street, Suite 100

Elkhorn, Nebraska 68022

____________

PROXY STATEMENT

____________

SPECIAL MEETING OF SHAREHOLDERS

To Be Held [October[____ __], 20232024

____________

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board”) of Mutual Fund Series Trust (the “Trust”) on behalf of the Day Hagan Smart Value (theCatalyst/SMH Total Return Income Fund (the “Fund”), for use at a special meeting of shareholders of the FundTrust (the “Meeting”) to be held at the offices of Thompson Hine LLP, 41 South High Street, Suite 1700, Columbus, OH 43215, on [October[____ __], 20232024, at 10:00 a.m. Eastern time, and at any and all adjournments thereof. The Notice of Meeting, Proxy Statement, and accompanying form of proxy will be mailed to shareholders on or about September [ ], 2023.

[____ __], 2024.

The MeetingBoard has been called by the BoardMeeting for the following purposes:

Only shareholders of record at the close of business on September [1][____ __], 20232024 (the “Record Date”), are entitled to notice of, and to vote at, the Meeting and any adjournments or postponements thereof.

The Fund’s most recent annual report, including financial statements and schedules, is available at no charge by visiting www.dhfunds.com,www.catalystmf.com.com, sending a written request to the Fund, 4221 North 203rd203^rd Street, Suite 100 Elkhorn, NE 68022, or by calling toll-free 1-877-329-4246 (877-DAY-HAGN)1-855-552-4596.

OVERVIEW AND BACKGROUND

The Fund currently seeks income and capital appreciation by investing primarily in a broad range of income-producing securities. These include equity securities, such as dividend-paying common stocks and REITS, and debt securities, such as interest-paying bonds and convertible bonds. Under the oversight of Catalyst, the Fund’s sub-advisor, SMH Capital Advisors, LLC (“SMHCA”) seeks to invest in attractively valued securities that, in its opinion, represent above-average long-term investment opportunities.

At a meeting on February 27, 2024, the Board considered a recommendation from Catalyst to amend the Fund’s objective and principal investment strategies in an attempt to increase the Fund’s returns with the potential of generating higher monthly distributions to the Fund’s shareholders. Under the revised strategy, the Fund would seek income and long-term capital appreciation by combining a portfolio investing primarily in a broad range of income-producing securities with a swap overlay that provides exposure to yield-oriented quantitative investment strategies (i.e., a strategy that is uncorrelated to the Fund’s direct investments in fixed income securities but intended to generate income).

Catalyst explained to the Board that under the recommended strategy, Catalyst would enter structured notes and/or swap agreements on the Fund’s behalf and manage the collateral related thereto. It further explained that SMHCA would continue to invest the remainder of the Fund’s assets as it always has in a broad range of income-producing securities. In connection with the revised strategy, Catalyst also recommended changing the Fund’s name to “Catalyst Systematic High Income Fund.” The Board determined that these recommendations were in the best interests of the Fund’s shareholders and approved changing the Fund’s investment objective and revising the Fund’s investment strategy.

While the types of services offered by Catalyst and SMHCA to the Fund are not affected by the revised strategy, Catalyst noted that executing the recommended strategy and, particularly, implementing the swap overlay, would require an increased level of services from Catalyst. In order to compensate Catalyst for their increased level of services, Catalyst is seeking an increase in its advisory fee from 1.00% to 1.75% of the Fund’s average daily net assets.

PROPOSAL I

APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT

WITH CATALYST CAPITAL ADVISORS LLC

Section 15(c) of the Investment Company Act of 1940, as amended, requires that investment advisory agreements be approved by a vote of a majority of the outstanding shares of the Fund. The Board requests that the Fund’s shareholders approve a new Investment Advisory Agreement with Catalyst (the “New Advisory Agreement”). Under the New Advisory Agreement, the advisory fee for the Fund will increase from 1.00% of the Fund’s average daily net assets to 1.75% of the Fund’s average daily net assets. Catalyst explained to the Board that the higher advisory fee is intended to compensate Catalyst for the increased costs associated with implementing the overlay strategy.

PROPOSAL 1The Investment Advisory Agreement

APPROVAL OF AN INVESTMENT MANAGEMENT AGREEMENT BETWEEN

THE TRUST AND LOGIX INVESTMENTS LLC

In addition to the increased advisory fee, the New Advisory Agreement differs from the current advisory agreement in that the New Advisory Agreement is titled “Investment Advisory Agreement” and updates all references to the “investment manager” and “management fee” to “investment adviser” and “advisory fee,” respectively, as well as Catalyst’s current address and the Trust’s current name. The New Advisory Agreement specifies that any notice required under the agreement shall be sent by first class or express mail, courier, or email in lieu mail postage prepaid and updates the addresses to which such notices should be sent. The New Advisory Agreement extends the period under which Catalyst is to provide a written report to the Board describing any issues that have arisen under its code of ethics from 45 days to 60 days from the last calendar quarter end of each year while the New Advisory Agreement is in effect. The term and date of effectiveness are also revised and other non-material grammatical errors are corrected.

The Board is requestingNew Advisory Agreement further clarifies that shareholders approve an investment management agreement (the “Proposed Management Agreement”) between the Trust, on behalf of the Fund, and Logix Investments LLC (the “Proposed Manager”). Approvalnot Catalyst, will pay any compensation and expenses of any officers and trustees of the Proposed ManagementTrust. Currently, no compensation is owed to any officer or trustee who is an officer, director, member or employee of Catalyst or its affiliates other than the Trust’s Chief Compliance Officer. Under the current advisory agreement, the Fund pays the compensation and expenses of the Trust’s Chief Compliance Officer, regardless of whether such officer is affiliated with Catalyst, and no other officer, director, member or employee of Catalyst or its affiliates. Therefore, this clarification, in effect, does not change any of the Fund’s obligations. The New Advisory Agreement will result in a lower management fee paidalso specifies that expenses of regulatory examinations fall within the definition of “extraordinary or non-recurring expenses” which are borne by the Fund’s shareholders, but will not changeFund.

In all other material respects, the Fund’s investment strategy or objective. It is expected that the Fund’s name will change if the Proposed ManagementNew Advisory Agreement is approved to reflect the new manager. No changes to other service providers or the operations of the Fund are proposed, planned or anticipated at this time.

Overview and Background

Day Hagan Asset Management, LLC (“Day Hagan”) has served as the Fund’s investment manager since the Fund’s inception on July 1, 2014, pursuant to an investment management agreement approved by the Board on October 30, 2009 (the “Existing Management Agreement”). The Existing Management Agreement was last renewed by the Board at a Board meeting held on August 14, 2023. Day Hagan has informed the Board that it intends to resign as manager to the Fund upon shareholder approval of the Proposed Management Agreement with the Proposed Manager. Day Hagan explained that the Proposed Manager’s greater operational and financial resources could attract more assets to the Fund and create economies of scale. Under the Proposed Management Agreement, Jeffery Palmer, Robert Herman and Steven Goode will serve as portfolio managers to the Fund. Day Hagan shall remain as adviser to the Fund until shareholders approve the Proposed Management Agreement (or any subsequent investment management agreement in the event shareholders do not approve the Proposed Management Agreement). Day Hagan recommended that the Board approve the Proposed Manager as investment manager to the Fund pursuant to the Proposed Management Agreement.

At a special meeting on held on March 31, 2023 (the “Special Meeting”), the Board approved the Proposed Management Agreement subject to shareholder approval. The Investment Company Act of 1940, as amended (the “1940 Act”), requires that investment advisory agreements such as the Proposed Management Agreement be approved by a vote of a “majority” of the outstanding shares of the Fund as that term is defined in the 1940 Act. Therefore, shareholders are being asked to approve the Proposed Management Agreement.

The Proposed Management Agreement is substantiallyremains the same as the Existing Management Agreement, except for: (i) the date of its execution, effectiveness, and termination are changed, (ii) the Proposed Management Agreement names the Proposed Manager rather than Day Hagan as the Fund’s investment adviser, (iii) the management fee paid to the Proposed Managercurrent advisory agreement. All services offered under the Proposed Management Agreement is lower than thecurrent advisory fee paid to Day Haganagreement are offered under the Existing Management Agreement, and (iv) certain other non-material changes. The effective date of the Proposed Management Agreement will be the date shareholders of the Fund approve the Proposed ManagementNew Advisory Agreement.

The Proposed Manager was founded in 2017 and provides investment advice to high net worth individuals and institutional investors, including endowments and foundations. The Proposed Manager previously served as sub-advisor to the Fund from November 15, 2017 to October 8, 2021 as DH Logix LLC. DH Logix LLC was wholly owned by Day Hagan and Gries Financial LLC until September 30, 2021, when Gries Financial LLC became the 100% owner of DH Logix LLC. DH Logix LLC’s name changed to Logix Investments LLC on February 24, 2023. Gries Financial LLC had previously served as the manager of the Fund from the Fund’s inception on June 1, 2014 until November 15, 2017.

If shareholders approve the Proposed Management Agreement, the Proposed Manager’s investment team will serve as fund managers for the Fund and will continue the same investment strategy currently pursued by the Fund. Should shareholders approve Proposed Management Agreement, the management fee will decrease from 1.00% of the Fund’s average daily net assets to 0.75% of the Fund’s average daily net assets.

The Management Agreements

Both the Proposed Managementcurrent advisory agreement and the New Advisory Agreement and Existing Management Agreement (collectively, the “Management Agreements”) provide that the investment managerCatalyst will among other things, (i) continuously furnish an investment program for the Fund, in a manner consistent withmake investment decisions on behalf of the Fund, and place all orders for the purchase and sale of portfolio securities, subject to the Fund’s investment objectives, policies, and restrictions and such policies as the Board may determine.

Like the current advisory agreement, the New Advisory Agreement will have an initial term of two years, and continues from year to year thereafter, only so long as its continuance is approved at least annually by: (i) the Board; or (ii) determinea vote of a majority of the outstanding voting securities to be purchased, sold, retained or lent byof the Fund, provided that in either event, continuance is also approved by a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) of the Trust (the “Independent Trustees”) by a vote cast in person at a meeting called for the purpose of voting such approval. Both the current advisory agreement and (iii) implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected. The table below reflects the management fee earned by the investment manager under each Management Agreement:

FUND OR, IF NO SUCH DATE IS SET, BY THE BEGINNING OF THE MEETINGMEETING; OR (ii(ii) Call the number listed on your proxy card BEFORE THE MEETING.

MANAGEMENTExhibit A

INVESTMENT ADVISORY AGREEMENT

TO:

Logix Investments LLC

1801 East 9^th Street

Cleveland, Ohio 44114

Dear Sirs:

Mutual Fund Series Trust (the “Trust”) herewith confirms our agreement with you.

The Trust has been organized to engage in the business of an open-end management investment company.  The Trust currently offers several series of shares to investors.

You have been selected to act as the sole investment manager of the series of the Trust set forth on the Exhibits to this Agreement (each, a “Fund,” collectively, the “Funds”) and to provide certain other services, as more fully set forth below, and you are willing to act as such investment manager and to perform such services under the terms and conditions hereinafter set forth.  Accordingly, the Trust agrees with you as follows effective upon the date of the execution of this Agreement.

Subject to the supervision of the Board of Trustees of the Trust, you will provide or arrange to be provided to each Fund such investment advice as you in your discretion deem advisable and will furnish or arrange to be furnished a continuous investment program for each Fund consistent with the Fund’s investment objective and policies.  You will determine or arrange for others to determine the securities to be purchased for each Fund, the portfolio securities to be held or sold by each Fund and the portion of each Fund’s assets to be held uninvested, subject always to the Fund’s investment objective, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board may from time to time establish.  You will furnish such reports, evaluations, information or analyses to the Trust as the Board of Trustees of the Trust may request from time to time or as you may deem to be desirable.  You also will advise and assist the officers of the Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board and the appropriate committees of the Board regarding the conduct of the business of the Trust.

2.       USE OF SUB-ADVISERS

You may delegate any or all of the responsibilities, rights or duties described above to one or more sub-advisers who shall enter into agreements with you, provided the agreements are approved and ratified (i) by the Board including a majority of the trustees who are not interested persons of you or of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (ii) if required under interpretations of the Investment Company Act of 1940, as amended (the “Act”) by the Securities and Exchange Commission or its staff, by vote of the holders of a majority of the outstanding voting securities of the applicable Fund (unless the Trust has obtained an exemption from the provisions of Section 15(a) of the Act).  Any such delegation shall not relieve you from any liability hereunder.[INSERT AGREEMENT WITH REVISED FEE SCHEDULE]

3.       ALLOCATION OF CHARGES AND EXPENSES

You will pay the compensation of any sub-adviser retained pursuant to paragraph 2 above and the compensation and expenses of any persons rendering any services to the Trust who are directors, officers, employees, members or stockholders of your corporation or limited liability company and will make available, without expense to the Funds, the services of such of your employees as may duly be elected trustees or officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law.  Notwithstanding the foregoing, you are not obligated to pay the compensation or expenses of the Trust's Chief Compliance Officer, regardless of whether the Chief Compliance Officer is affiliated with the Adviser.  The compensation and expenses of any trustees, officers and employees of the Trust who are not directors, officers, employees, members or stockholders of your corporation or limited liability company will be paid by the Funds.Exhibit B

Each Fund will be responsible for the payment of all operating expenses of the Fund, including the compensation and expenses of any employees of the Trust and of any other persons rendering any services to the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by the Fund in connection with the organization and initial registration of shares of the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of the Fund’s shares that the Fund is authorized to pay pursuant to Rule 12b-1 under the Act; and all other operating expenses not specifically assumed by you.  Each Fund will also pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person Trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which the Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto.

You may obtain reimbursement from each Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

4.       COMPENSATION OF THE MANAGER

For all of the services to be rendered as provided in this Agreement, as of the last business day of each month, each Fund will pay you a fee based on the average value of the daily net assets of the Fund and paid at an annual rate as set forth on the Exhibit executed with respect to such Fund and attached hereto.  SUB-ADVISORY AGREEMENT

The average value of the daily net assets of a Fund shall be determined pursuant to the applicable provisions of the Agreement and Declaration of Trust or a resolution of the Board of Trustees, if required.  If, pursuant to such provisions, the determination of net asset value of a Fund is suspended for any particular business day, then for the purposes of this paragraph, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the business day, or as of such other time as the value of the Fund’s net assets may lawfully be determined, on that day.  If the determination of the net asset value of a Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month).

5.       EXECUTION OF PURCHASE AND SALE ORDERS

In connection with purchases or sales of portfolio securities for the account of a Fund, it is understood that you (or the applicable sub-adviser retained pursuant to paragraph 2 above) will arrange for the placing of all orders for the purchase and sale of portfolio securities for the account with brokers or dealers selected by you (or the sub-adviser), subject to review of this selection by the Board of Trustees from time to time.  You (or the sub-adviser) will be responsible for the negotiation and the allocation of principal business and portfolio brokerage.  In the selection of such brokers or dealers and the placing of such orders, you (or the sub-adviser) are directed at all times to seek for the Funds the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and responsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer.

You (or the sub-adviser) should generally seek favorable prices and commission rates that are reasonable in relation to the benefits received.  In seeking best qualitative execution, you (or the sub-adviser) are authorized to select brokers or dealers who also provide brokerage and research services to the Fund and/or the other accounts over which you exercise investment discretion.  You (or the sub-adviser) are authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a Fund portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if you (or the sub-adviser) determine in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker or dealer.  The determination may be viewed in terms of either a particular transaction or your (or the sub-adviser’s) overall responsibilities with respect to the Fund and to accounts over which you (or the sub-adviser) exercise investment discretion.  The Funds and you (and the sub-adviser) understand and acknowledge that, although the information may be useful to the Funds and you (and the sub-adviser), it is not possible to place a dollar value on such information.  The Board of Trustees shall periodically review the commissions paid by each Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund.

A broker’s or dealer's sale or promotion of Fund shares shall not be a factor considered by your personnel responsible for selecting brokers to effect securities transactions on behalf of the Fund.  You and your personnel shall not enter into any written or oral agreement or arrangement to compensate a broker or dealer for any promotion or sale of Fund shares by directing to such broker or dealer (i) the Fund's portfolio securities transactions or (ii) any remuneration, including but not

limited to, any commission, mark-up, mark down or other fee received or to be received from the Fund's portfolio transactions through such broker or dealer.  However, you may place Fund portfolio transactions with brokers or dealers that sell or promote shares of the Fund provided the Board of Trustees has adopted policies and procedures under Rule 12b-1(h) under the Act and such transactions are conducted in compliance with those policies and procedures.

Subject to the provisions of the Act, and other applicable law, you (or the sub-adviser), any of your (and the sub-adviser’s) affiliates or any affiliates of your (or the sub-adviser’s) affiliates may retain compensation in connection with effecting a Fund’s portfolio transactions, including transactions effected through others.  If any occasion should arise in which you (or the sub-adviser) give any advice to your clients (or clients of the sub-adviser) concerning the shares of a Fund, you (or the sub-adviser) will act solely as investment counsel for such client and not in any way on behalf of the Fund.  

6.       PROXY VOTING

You will vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of the Funds may be invested from time to time.  Such proxies will be voted in a manner that you deem, in good faith, to be in the best interest of the Funds and in accordance with your proxy voting policy.  You agree to provide a copy of your proxy voting policy, and any amendments thereto, to the Trust prior to the execution of this Agreement

7.       CODE OF ETHICS

You have adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will provide the Trust with a copy of the code and evidence of its adoption.  Within 45 days of the last calendar quarter of each year while this Agreement is in effect, you will provide to the Board of Trustees of the Trust a written report that describes any issues arising under the code of ethics since the last report to the Board of Trustees, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that you have adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code.

8.       SERVICES NOT EXCLUSIVE/USE OF NAME

Your services to a Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that you may render investment advice, management and other services to others, including other registered investment companies, provided, however, that such other services and activities do not, during the term of this Agreement, interfere in a material manner, with your ability to meet all of your obligations with respect to rendering services to the Funds.

The Trust and you acknowledge that all rights to the name “Logix” or any variation thereof belong to you, and that the Trust is being granted a limited license to use such words in its Fund name or in any class name.  In the event you cease to be the adviser to the Funds, the Trust’s right to the use of the name “Logix” shall automatically cease on the ninetieth day following the termination of this Agreement.  The right to the name may also be withdrawn by you during the term of this Agreement upon ninety (90) days’ written notice by you to the Trust.  Nothing contained herein shall

impair or diminish in any respect, your right to use the name “Logix” in the name of, or in connection with, any other business enterprises with which you are or may become associated.  There is no charge to the Trust for the right to use this name.

9.       LIMITATION OF LIABILITY OF MANAGER

You may rely on information reasonably believed by you to be accurate and reliable.  Except as may otherwise be required by the Act or the rules thereunder, neither you nor your directors, officers, employees, shareholders, members, agents, control persons or affiliates of any thereof shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error of judgment, mistake of law, any act or omission connected with or arising out of any services rendered under, or payments made pursuant to, this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of your duties under this Agreement, or by reason of reckless disregard by any of such persons of your obligations and duties under this Agreement.

Any person, even though also a director, officer, employee, shareholder, member or agent of you, who may be or become a trustee, officer, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with your duties hereunder), to be rendering such services to or acting solely for the Trust and not as a director, officer, employee, shareholder, member, or agent of you, or one under your control or direction, even though paid by you.

10.       DURATION AND TERMINATION OF THIS AGREEMENT

The term of this Agreement shall begin on the date and year the Fund commences investment operations and, unless sooner terminated as hereinafter provided, shall continue in effect for a period of two (2) years. This Agreement shall continue in effect from year to year thereafter, subject to termination as hereinafter provided, if such continuance is approved at least annually by (a) a majority of the outstanding voting securities of such Fund or by vote of the Trust’s Board of Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) by vote of a majority of the Trustees of the Trust who are not parties to this Agreement or “interested persons” of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval.  If a Fund is added pursuant to an Exhibit executed after the date of this Agreement as described above, this Agreement shall become effective with respect to that Fund upon execution of the applicable Exhibit and shall continue in effect for a period of two years from the date thereof and from year to year thereafter, subject to approval as described above.  

This Agreement may, on sixty (60) days written notice, be terminated with respect to a Fund, at any time without the payment of any penalty, by the Board of Trustees, by a vote of a majority of the outstanding voting securities of the Fund, or by you.  This Agreement shall automatically terminate in the event of its assignment.

11.       AMENDMENT OF THIS AGREEMENT

No provision of this Agreement may be changed, waived, discharged or terminated orally, and no amendment of this Agreement shall be effective until approved by the Board of Trustees, including a majority of the Trustees who are not interested persons of you or of the Trust, cast in

person at a meeting called for the purpose of voting on such approval, and (if required under interpretations of the Act by the Securities and Exchange Commission or its staff) by vote of the holders of a majority of the outstanding voting securities of the Fund to which the amendment relates.

12.       LIMITATION OF LIABILITY TO TRUST PROPERTY

The term “Mutual Fund Series Trust” means and refers to the Trustees from time to time serving under the Trust’s Agreement and Declaration of Trust as the same may subsequently thereto have been, or subsequently hereto be, amended.  It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of Trustees, officers, employees, agents or nominees of the Trust, or any shareholders of any series of the Trust, personally, but bind only the trust property of the Trust (and only the property of the applicable Fund), as provided in the Agreement and Declaration of Trust.  The execution and delivery of this Agreement have been authorized by the Trustees and shareholders of the applicable Fund and signed by officers of the Trust, acting as such, and neither such authorization by such Trustees and shareholders nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust (and only the property of applicable Fund) as provided in its Agreement and Declaration of Trust.  A copy of the Agreement and Declaration of Trust is on file with the Secretary of State of Ohio.

13.       SEVERABILITY

In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of this Agreement, which shall continue to be in force.

14.       BOOKS AND RECORDS

In compliance with the requirements of Rule 31a-3 under the Act, you agree that all record which you maintain for the Trust are the property of the Trust and you agree to surrender promptly to the Trust such records upon the Trust’s request.  You further agree to preserve for the periods prescribed by Rule 31a-2 under the Act all records which you maintain for the Trust that are required to be maintained by Rule 31a-1 under the Act.

15.       QUESTIONS OF INTERPRETATION

(a) This Agreement shall be governed by the laws of the State of New York.

(b) For the purpose of this Agreement, the terms “assignment,” “majority of the outstanding voting securities,” “control” and “interested person” shall have their respective meanings as defined in the Act and rules and regulations thereunder, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under the Act; and the term “brokerage and research services” shall have the meaning given in the Securities Exchange Act of 1934.

(c) Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Act shall be resolved by reference to such term or provision of the Act and to interpretation thereof, if any, by the United States courts or in the absence of any controlling decision of any such court, by the Securities and Exchange Commission or its staff.  In addition, where the effect of a requirement of the Act, reflected in any

provision of this Agreement, is revised by rule, regulation, order or interpretation of the Securities and Exchange Commission or its staff, such provision shall be deemed to incorporate the effect of such rule, regulation, order or interpretation.

16.       NOTICES

Whenever any notice is required or permitted to be given under any provision of this Agreement, such notice shall be in writing, shall be signed by or on behalf of the party giving the notice and shall be mailed by first class or express mail, or sent by courier, or email to the other party at the mailing addresses, or email addresses specified below or to such other address as a party may from time to time specify to the other party by such notice hereunder. Any such notice shall be deemed duly given when delivered at such address.

If to the Trust:

With a copy to:

If to the Logix Investments LLC:

17.       CONFIDENTIALITY

You agree to treat all records and other information relating to the Trust and the securities holdings of the Funds as confidential and shall not disclose any such records or information to any other person unless (i) the Board of Trustees of the Trust has approved the disclosure or (ii) such disclosure is compelled by law.  In addition, you, and your officers, directors and employees are prohibited from receiving compensation or other consideration, for themselves or on behalf of a Fund, as a result of disclosing the Fund’s portfolio holdings.  You agree that, consistent with your Code of Ethics, neither you, nor your officers, directors or employees may engage in personal securities transactions based on nonpublic information about a Fund's portfolio holdings.

18.       COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

19.        BINDING EFFECT

Each of the undersigned expressly warrants and represents that he has the full power and authority to sign this Agreement on behalf of the party indicated, and that his signature will operate to bind the party indicated to the foregoing terms.

20.       CAPTIONS

The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

If you are in agreement with the foregoing, please sign the form of acceptance on the accompanying counterpart of this letter and return such counterpart to the Trust, whereupon this letter shall become a binding contract upon the date thereof.

Yours very truly,

Mutual Fund Series Trust

Dated: as of [ ], 2023

By:___________________

Print Name: Michael Schoonover

Title: President

ACCEPTANCE:

The foregoing Agreement is hereby accepted.

Logix Investments LLC

Dated: as of [ ], 2023

By: _____________________

Print Name: [ ]

Title: [ ]

MANAGEMENT AGREEMENT

Mutual Funds Series Trust

Exhibit A

Percentage of Average

Fund Daily Net Assets

Logix Smart Value Dividend Fund                                                   0.75%

Mutual Fund Series Trust

4221 North 203rd Street, Suite 100

Elkhorn, Nebraska 68022

Day Hagan Smart Value Fund

SPECIAL MEETING OF SHAREHOLDERS TO BE HELD [OCTOBER __], 2023

The undersigned, revoking previous proxies, if any, with respect to the shares described below, hereby appoints Jennifer Bailey, an attorney, agent, and proxy of the undersigned, with full power of substitution, to vote at the Special Meeting of Shareholders (the “Meeting”) of Mutual Fund Series Trust (the “Trust”) to be held at offices of MFund Services LLC, located at 36 N. New York Avenue, Huntington, New York 11743 on [October __], 2023 at 10:00 a.m., Eastern time, and at any and all adjournments thereof, all shares of beneficial interest of the Day Hagan Smart Value Fund (the “Fund”), on the proposals set forth below and any other matters properly brought before the Meeting.

THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE SIGNING SHAREHOLDER(S). IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED, THIS PROXY WILL BE VOTED “FOR” THE APPROVAL OF THE PROPOSED MANAGEMENT AGREEMENT AND, IN THE APPOINTED PROXIES’ DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. The undersigned acknowledges receipt with this Proxy Statement of the Board of Trustees. Your signature(s) on this should be exactly as your name(s) appear on this Proxy. If the shares are held jointly, each holder should sign this Proxy. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title and capacity in which they are signing.

_______________________________________ Signature Date

Signature of Joint Shareholder Date

▲ FOLD HERE PLEASE DO NOT TEAR ▲

THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY’S BOARD OF TRUSTEES, AND MAY BE REVOKED PRIOR TO ITS EXERCISE BY FILING WITH THE SECRETARY OF THE COMPANY AN INSTRUMENT REVOKING THIS PROXY OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY APPEARING IN PERSON AND VOTING AT THE MEETING.

TO VOTE, MARK ONE BOX IN BLUE OR BLACK INK. Example:

A copy of the Proxy Statement is available online at: www.[INSERTWEBSITE].com

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE COMPLETE THIS PROXY AND RETURN IT IN THE ENCLOSED 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.