MANAGEMENT SERVICES AGREEMENT
This AGREEMENT is made and entered into as of this 15th day of May, 2015 by and between Mutual Fund Series Trust, an Ohio business trust (the “Trust”) and MFund Services LLC, a Delaware limited liability corporation with a principal place of business at 00 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000 (“MFund”).
WHEREAS, the Trust is an open-end management investment company which is registered under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Trust is authorized to create separate series, each with its own separate investment portfolio (each a “Fund”);
WHEREAS, MFund is, among other things, in the business of providing fund administration and management services; and
WHEREAS, the Trust desires to retain MFund to perform certain management and administrative services for each Fund of the Trust listed on Exhibit A attached hereto, as it may be amended from time to time.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and further good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. APPOINTMENT
The Trust hereby appoints MFund as a management agent of the Trust on the terms and conditions set forth in this Agreement, and MFund hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement in consideration of the compensation provided for herein.
SECTION 2. SERVICES
Subject to the direction and control of the Board of Trustees of the Trust (the "Board"), MFund will perform such sponsorship, management and supervisory services as may from time to time be reasonably requested by the Trust, which shall include without limitation:
a)
General Trust Management:
1.
Provide office space, equipment and clerical personnel necessary for performing the management functions herein set forth.
2.
Supervise the overall operations of the Trust, including the provision of services to the Trust by the Trust's fund accounting agent, transfer agent, administrator, custodians, auditors, and other independent contractors or agents (the "Service Providers").
3.
Negotiate contracts and fees and monitor xxxxxxxx of the Trust's Service Providers.
4.
Review and monitor quality of service provided by the Trust’s Service Providers and work with Service Providers and Fund sponsors to improve service as necessary.
5.
Facilitate preparation and execution of the Trust’s contracts and documents including management agreements, distribution plans, expense limitation agreements and declaration of trust.
6.
Provide personnel to serve as officers of the Trust if so elected by the Board of Trustees.
b)
Sponsor Relationship Management:
1.
Manage the relationships with individual Fund sponsors/advisors including the facilitation of information gathering and general assistance to sponsors with regard to the Funds.
2.
Consult with Fund sponsors regarding investment strategies, Fund fee and class structures and other Fund policies.
3.
Work with Fund sponsors in the preparation and maintenance of Fund agreements and documents.
4.
Assist Fund sponsors in the preparation of documents in response to requests from the Trust’s Trustees including “15C” questionnaires.
5.
Support Fund sponsors in the preparation of documents in response to regulatory inquiries and exams as they relate to the Trust and Funds.
c)
Custodial and Servicing Support
1.
Work with the Fund’s Distributor to facilitate and coordinate the execution of selling, networking and servicing agreements on behalf of the Funds.
2.
Negotiate the terms of networking/servicing agreements with various custodial, servicing, recordkeeping and brokerage platforms.
3.
Coordinate with Fund sponsors and platforms to facilitate the setup of Funds on various custodial, servicing, recordkeeping and brokerage platforms.
d)
Legal Administrative Services
1.
Prepare and file amendments to the Trust’s Registration Statement with the Securities and Exchange Commission (“SEC”).
2.
Prepare and file summary prospectuses.
3.
Prepare and file revised prospectuses and statements of additional information and supplements to prospectuses and statements of additional information with the SEC as need.
4.
Coordinate the preparation and review of XBRL filings with the SEC.
5.
Prepare and gather materials for quarterly and special meetings of the Board of Trustees and Committees of the Trust including establishment of agenda, drafting resolutions, coordinating the collection of materials from the Trust’s service providers, and assembling and disseminating Board materials to the Board of Trustees.
6.
Coordinate shareholder proxies when required including working with vendors in the preparation of proxy materials and the solicitation of shareholders.
7.
Prepare materials for meetings of the shareholders of the Trust, including scripts, inspector’s oath, ballots and certificates.
8.
Prepare meeting minutes.
9.
Provide support for new funds, mergers, conversions, and reorganizations.
10.
Assist in the Trust’s responses to requests for information and the preparation of written responses to regulatory examinations and findings letters.
SECTION 3. COMPENSATION AND TERMS
a)
Administration Servicing Fees. The Trust, on behalf of each Fund, will pay MFund the management services fees and out of pocket expenses (the “Fees”) as set forth on Exhibit B for performance of its duties under this Agreement. The management services fees may be modified from time to time by mutual written agreement among the parties.
b)
Funds Covered. This Agreement will apply to all series (Funds) of the Trust as listed on Exhibit A as amended from time to time.
c)
Timing of Payment. The Trust and each respective Fund will pay the Fee to MFund on a monthly basis within ten days of each calendar month end.
d)
Term. This Agreement shall become effective as of the date hereof and will continue in effect for a period of one year. Subsequent to the initial one year term, this Agreement will renew for successive one year periods.
SECTION 4. SERVICES NOT EXCLUSIVE
MFund’s services to a Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that MFund may render management and other services to others, including other registered investment companies.
SECTION 5. LIMITATION OF LIABILITY
MFund may rely on information reasonably believed by MFund to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither MFund nor its 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 MFund, 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 MFund’s control or direction, even though paid by MFund.
SECTION 6. REPRESENTATIONS, WARRANTIES AND CONDITIONS
a)
Authority to Execute and Perform Agreements. MFund and Trust have the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform its obligations hereunder.
b)
Governing Law and Arbitration. The Agreement shall be governed by, construed and enforced in accordance with the laws of the State of New York without reference to conflict of laws principles. Any controversy or claim arising out of, or related to this Agreement shall be settled by binding arbitration by one arbitrator in the State of New York in accordance with the rules then obtaining of the American Arbitration Association, and the arbitrators' decision shall be binding and final, and judgment upon the award rendered may be entered in any court having jurisdiction thereof.
c)
Modifications. Modifications of any of the terms of this Agreement can only be made by the written mutual consent of Trust and MFund, their successors or assigns.
IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement to be executed as of the day and year first above written.
MFUND SERVICES LLC
/s/Xxxxxx Xxxxxxxx
/s/Xxxxx Xxxxxxxx
Name, Title
Xxxxx Xxxxxxxx, President
Xxxxxx Xxxxxxxx, Trustee
Exhibit B
Management Services Fee Schedule
For each of the Funds covered under this Agreement, the following fee breakpoint schedule will apply. The fee breakpoints will be applied at the fund family level. For purposes of this Agreement, the fund family will include all funds in the Trust managed by the same investment advisor.
Annual per Fund Fee of $5,000 plus an asset based fee:
0.10% of assets from $0 to $50,000,000 |
0.07% of assets from $50,000,000 to $100,000,000 |
0.05% of assets from $100,000,000 to $250,000,000 |
0.04% of assets from $250,000,000 to $500,000,000 |
0.03% of assets from $500,000,000 to $1,000,000,000 |
0.02% of assets from $1,000,000,000 and above |
In addition to the Management Servicing Fee, the Trust, and each Fund, will reimburse MFund, at cost, for any reasonable out of pocket expenses incurred in the performance of its duties under this Agreement.
Exhibit A
Series of the Trust
May 15, 2015
The following Funds are covered under this agreement:
AlphaCentric Asset Rotation Fund
AlphaCentric Smart Money Fund
AlphaCentric Total Return Income Fund
Camelot Excalibur Small Cap Income Fund
Camelot Premium Return Fund
Catalyst Absolute Total Return Fund
Catalyst Activist Investor Fund
Catalyst Event Arbitrage Fund*
Catalyst Hedged Futures Strategy Fund*
Catalyst Insider Buying Fund*
Catalyst Insider Income Fund
Catalyst Insider Long/Short Fund*
Catalyst Macro Strategy Fund*
Catalyst Small-Cap Insider Buying Fund*
Catalyst Strategic Insider Fund*
Catalyst/CP Core Equity Fund*
Catalyst/CP World Equity Fund*
Catalyst/CP Focus Large Cap Fund*
Catalyst/CP Focus Mid Cap Fund*
Catalyst/EquityCompass Buyback Strategy Fund*
Catalyst/Xxxxxxxxx Growth of Income Fund*
Catalyst/Xxxxxxxxx Aggressive Growth Fund
Catalyst/Xxxxx Hedged Premium Return Fund*
Catalyst/Xxxxx Tactical Allocation Fund*
Catalyst/Princeton Floating Rate Income Fund*
Catalyst/MAP Global Total Return Income Fund*
Catalyst/MAP Global Capital Appreciation Fund*
Catalyst/SMH High Income Fund*
Catalyst/SMH Total Return Income Fund*
Catalyst/Stone Beach Income Opportunity Fund
Day Xxxxx Tactical Allocation Fund of ETFs
Day Xxxxx Tactical Dividend Fund
Eventide Gilead Fund
Eventide Healthcare and Life Sciences Fund
JAG Large Cap Growth Fund
SignalPoint Global Fund
SMH Representation Trust*
Vista Listed Private Equity Plus Fund
* Fees payable by the Fund under this Agreement are waived until July 1, 2014.
