POS EX

As filed with the Securities and Exchange Commission on May 19, 2021

Securities Act File No. 333-253447

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549.

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933     x

Pre-Effective Amendment No. o

Post-Effective Amendment No. 1      

Mutual Fund Series Trust

(Exact Name of Registrant as Specified in Charter)

4221 North 203^rd Street, Suite 100

Elkhorn, Nebraska 68022

(Address of Principal Executive Offices) (Zip Code)

(402) 895-1600

(Registrant’s Telephone Number, including Area Code)

CT CORPORATION SYSTEM

1300 EAST NINTH STREET

CLEVELAND, OH 44114

(Name and Address of Agent for Service)

JoAnn Strasser

Thompson Hine LLP

41 South High Street, Suite 1700

Columbus, Ohio 43215

614-469-3264 (phone)

614-469-3361 (fax)

Title of securities being registered: Class A, Class C and Class I Shares of Catalyst Insider Buying Fund, a series of the Registrant

EXPLANATORY NOTE

The Joint Prospectus/Information Statement and Statement of Additional Information, each in the form filed on April 14, 2020, pursuant to Rule 497 of the General Rules and Regulations under the Securities Act of 1933, as amended (File No. 333-253447), are incorporated herein by reference.

This amendment is being filed in order to file, as Exhibit 12 to this Registration Statement, the tax opinion of Thompson Hine LLP.

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Part C

Other Information

ITEM 15.  Indemnification

Article VI of the Registrant’s Declaration of Trust provides for indemnification of officers and Trustees as follows:

Section 6.6 Indemnification Not Exclusive, etc. The right of indemnification provided by this Article VI shall not be exclusive of or affect any other rights to which any such Covered Person may be entitled. As used in this Article VI, “Covered Person” shall include such person’s heirs, executors and administrators. Nothing contained in this article shall affect any rights to indemnification to which personnel of the Trust, other than Trustees and officers, and other persons may be entitled by contract or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of any such person.

The Registrant may not pay for insurance which protects the Trustees and officers against liabilities rising from action involving willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their offices.

The Registrant may maintain a standard mutual fund and investment advisory professional and directors and officers liability policy. The policy, if maintained, would provide coverage to the Registrant, its Trustees and officers, and could cover the advisor, among others. Coverage under the policy would include losses by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty.

In so far as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the provisions of Ohio law and the Agreement and Declaration of the Registrant or the By-Laws of the Registrant, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Trust in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

ITEM 16.   Exhibits

(1) Declaration of Trust.

(i) Registrant’s Agreement and Declaration of Trust, which was filed as an exhibit to the Registrant’s Registration Statement on March 17, 2006, is hereby incorporated by reference.

(ii) Amendment No. 47 to the Agreement and Declaration of Trust, which was filed as an exhibit to the Registrant’s Registration Statement on June 17, 2020, is hereby incorporated by reference.

(2) By-laws. Registrant’s By-laws, which were filed as an exhibit to the Registrant’s Registration Statement on March 17, 2006, are hereby incorporated by reference.

(3) Not applicable.

(4) Form of Agreement and Plan of Reorganization, which was filed as an exhibit to the Registrant’s Registration Statement on April 15, 2021, is hereby incorporated by reference.

(5) Instruments Defining Rights of Security Holders. None (other than the Declaration of Trust and By-laws of Registrant).

(6) Management Agreements.

(i)	Management Agreement with Catalyst Capital Advisors LLC, which was filed as an exhibit to the Registrant’s Registration Statement on February 29, 2008, is hereby incorporated by reference.
(ii)	Amended Exhibit 1 to Management Agreement with Catalyst Capital Advisors LLC, which was filed as an exhibit to the Registrant’s Registration Statement on July 29, 2020, is hereby incorporated by reference.

(iii)	Expense Limitation Agreement between the Trust and Catalyst Capital Advisors LLC which was filed as an exhibit to the Registrant’s Registration Statement on November 30, 2018, is hereby incorporated by reference.
(iv)	Amended Exhibit A to the Expense Limitation Agreement with Catalyst Capital Advisors LLC, which was filed as an exhibit to the Registrant’s Registration Statement on October 1, 2020, is hereby incorporated by reference.

(7)(a) Underwriting Agreement with Northern Lights Distributors, LLC, which was filed as an exhibit to the Registrant’s Registration Statement on October 22, 2015, is hereby incorporated by reference.

(8) None

(9)(a) Custody Agreement with U.S. Bank National Association, which was filed as an exhibit to the Registrant’s Registration Statement on July 27, 2018, is hereby incorporated by reference.

(10) Rule 12b-1 Plan.

(i) Revised Class A Master Distribution Plan and Exhibit A, which were filed as exhibits to the Registrant’s Registration Statement on June 17, 2020, are hereby incorporated by reference.

(ii) Revised Class C Master Distribution Plan and Exhibit A, which were filed as exhibits to the Registrant’s Registration Statement on June 17, 2020, are hereby incorporated by reference.

(11) Opinion and consent of Thompson Hine LLP which was filed as an exhibit to the Registrant’s Registration Statement on February 24, 2021, is hereby incorporated by reference.

(12) Legal Opinion of Thompson Hine LLP regarding Tax Matters is filed herewith.

(13) None

(14) Other Material Agreements.

(i) Form of Fund Services Agreement with Gemini Fund Services, LLC which was filed as an exhibit to the Registrant’s Registration Statement on June 28, 2012, is hereby incorporated by reference.

(ii) Management Services Agreement with MFund Services which was filed as an exhibit to the Registrant’s Registration Statement on July 7, 2015, is hereby incorporated by reference.

(iii) Amendment to Management Agreement with MFund Services LLC which was filed as an exhibit to the Registrant’s Registration Statement on June 17, 2020, is hereby incorporated by reference.

(iv) Securities Lending Agreement with The Huntington National Bank, which was filed as an exhibit to the Registrant’s Registration Statement on May 20, 2011, is hereby incorporated by reference.

(v) Compliance Services Agreement with MFund Services LLC, which was filed as an exhibit to the Registrant’s Registration Statement on December 7, 2015, is hereby incorporated by reference.

(15) Consent of BBD, LLP which was filed as an exhibit to the Registrant’s Registration Statement on February 24, 2021, is hereby incorporated by reference.

(16)(a) Annual Report of the Registrant was filed on Form N-CSR on September 10, 2020 and is incorporated by reference herein.

(16)(b) Semi-Annual Report of the Registrant was filed on Form N-CSR on March 10, 2021 and is incorporated by reference herein.

(17) Powers of Attorney. None.  

ITEM 17.  Undertakings

(1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement on N-14 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Juan, Commonwealth of Puerto Rico, on the 10th day of May, 2021.

MUTUAL FUND SERIES TRUST (Registrant)
By:	/s/Jerry Szilagyi
Jerry Szilagyi President of the Trust

As required by the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Mutual Fund Series Trust
/s/ Tobias Caldwell	May 10, 2021
Tobias Caldwell, Trustee
/s/ Erik Naviloff	May 10, 2021
Erik Naviloff, Treasurer/Principal Financial and Accounting Officer
/s/ Bert Pariser	May 10, 2021
Dr. Bert Pariser, Trustee
/s/ Jerry Szilagyi	May 10, 2021
Jerry Szilagyi, Trustee/President/Principal Executive Officer
/s/ Tiberiu Weisz	May 10, 2021
Tiberiu Weisz, Trustee

Exhibits

Item

(12)      Legal Opinion of Thompson Hine LLP regarding Tax Matters.

EX-99.12 TAX OPINION

 

April 30, 2021

Catalyst Small-Cap Insider Buying Fund

Catalyst Insider Buying Fund

c/o Mutual Fund Series Trust

4221 North 203^rd Street, Suite 100

Elkhorn, NE 68022

Re: REORGANIZATION OF THE CATALYST SMALL-CAP INSIDER BUYING FUND INTO THE CATALYST INSIDER BUYING FUND

Ladies and Gentlemen:

You have requested our opinion with respect to certain of the federal income tax consequences of a proposed transaction (the “Reorganization”) consisting of: (i) the transfer of all of the assets of the Catalyst Small-Cap Insider Buying Fund (the “Transferring Fund”), a series of Mutual Fund Series Trust, an Ohio business trust (the “Trust”), to the Catalyst Insider Buying Fund (the “Acquiring Fund”), also a series of the Trust, in exchange solely for voting shares of beneficial interest of the Acquiring Fund (“Acquiring Fund Shares”); (ii) the assumption by the Acquiring Fund of all of the liabilities of the Transferring Fund; and (iii) the distribution of the Acquiring Fund Shares to the shareholders of the Transferring Fund in exchange for their shares of beneficial interest of the Transferring Fund (“Transferring Fund Shares”) in complete liquidation and termination of the Transferring Fund, all upon the terms and conditions set forth in the Agreement and Plan of Reorganization and Termination, dated as of April 30, 2021 (the “Agreement”), among the Trust, on behalf of the Transferring Fund and the Acquiring Fund and, solely for purposes of paragraph 6 thereof, Catalyst Capital Advisors LLC (the “Advisor”). In the Reorganization, the Acquiring Fund will acquire at least ninety percent of the fair market value of the Transferring Fund’s net assets and at least seventy percent of the fair market value of the Transferring Fund’s gross assets held immediately prior to the Reorganization. In the Reorganization, the holders of Class A, Class C and Class I Transferring Fund Shares will receive Class A, Class C and Class I Acquiring Fund Shares, respectively. Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the Agreement.

In rendering our opinion, we have reviewed and relied upon: (i) the Agreement; (ii) the Combined Prospectus/Information Statement (Form N-14) filed by the Trust with the Securities and Exchange Commission in connection with the Reorganization; (iii) certain representations concerning the Reorganization made to us by the Trust, on behalf of the Transferring Fund and the Acquiring Fund, in a letter of even date herewith (the “Representation Letter”); (iv) all other documents, financial and other reports which we deemed relevant or appropriate; and (v) the Code,1 applicable Treasury Department regulations in effect as of the date hereof, current published administrative positions of the Internal Revenue Service (the “Service”) contained in

1 All references to the “Code” are to the Internal Revenue Code of 1986, as amended.

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revenue rulings and procedures, and such other statutes, regulations, rulings and decisions as we deemed material to the preparation of this opinion letter. For purposes of this opinion, we have assumed that the representations and warranties set forth in the Agreement and the representations made in the Representation Letter are true and correct and that the conditions to the parties' obligations under the Agreement will be satisfied and the parties will comply with their respective covenants thereunder. In rendering our opinion, we have relied on the representations and warranties in the Agreement and the representations in the Representation Letter. To the extent that any of the representations or warranties in the Agreement or any of the representations in the Representation Letter are inaccurate, the conclusions set forth herein may also become inaccurate, or may no longer apply.

In formulating our opinion, we have examined originals or copies, identified to our satisfaction, of documents and other instruments that we have deemed necessary or appropriate for purposes of this opinion. In performing such examination, we have assumed the authenticity of all documents submitted to us as copies, the authenticity of the originals of such latter documents, the genuineness of all signatures and the correctness of all representations made therein. We cannot and do not represent that we checked the accuracy or completeness of, or otherwise independently verified, any of the various statements of fact contained in such documents and in documents incorporated by reference therein. We have further assumed that there are no agreements or understandings contemplated therein other than those contained in the documents.

Based upon the foregoing, and subject to the conditions and limitations set forth herein, it is our opinion for federal income tax purposes that, with respect to the Transferring Fund and the Acquiring Fund:

(a)       The Acquiring Fund’s acquisition of the assets of the Transferring Fund in exchange solely for the Acquiring Fund Shares and the Acquiring Fund’s assumption of the liabilities of the Transferring Fund, followed by the Transferring Fund’s distribution of the Acquiring Fund Shares pro rata to the Transferring Fund’s shareholders actually or constructively in exchange for their Transferring Fund Shares in complete liquidation of the Transferring Fund, should qualify as a “reorganization” as defined in Section 368(a)(1) of the Code, and the Transferring Fund and the Acquiring Fund each should be a “party to a reorganization” within the meaning of Section 368(b) of the Code.

(b)       Under Section 1032(a) of the Code, no gain or loss should be recognized by the Acquiring Fund upon the receipt of the assets of the Transferring Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Transferring Fund.

(c)       Under Section 361 of the Code, no gain or loss should be recognized by the Transferring Fund upon the transfer of the Transferring Fund’s assets to the Acquiring Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Transferring Fund or upon the distribution of the Acquiring Fund Shares to the Transferring Fund shareholders in exchange for their Transferring Fund Shares in complete liquidation of the Transferring Fund.

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(d)       Under Section 354(a)(1) of the Code, no gain or loss should be recognized by the Transferring Fund shareholders upon the exchange of their Transferring Fund Shares for the Acquiring Fund Shares in complete liquidation of the Transferring Fund pursuant to the Reorganization.

(e)       Under Section 358(a)(1) of the Code, the aggregate adjusted tax basis of the Acquiring Fund Shares received by each Transferring Fund shareholder pursuant to the Reorganization should be the same as the aggregate adjusted tax basis of the Transferring Fund Shares held by such shareholder immediately prior to the Reorganization.

(f)       Under Section 1223(1) of the Code, the holding period of the Acquiring Fund Shares received by each Transferring Fund shareholder in the Reorganization should include the period during which the Transferring Fund Shares exchanged therefor were held by such shareholder (provided the Transferring Fund Shares were held as capital assets on the date of the Reorganization).

(g)       Under Section 362(b) of the Code, the adjusted tax basis of the Transferring Fund’s assets acquired by the Acquiring Fund should be the same as the adjusted tax basis of such assets to the Transferring Fund immediately prior to the Reorganization.

(h)        Under Section 1223(2) of the Code, the holding period of the assets of the Transferring Fund in the hands of the Acquiring Fund should include the period during which those assets were held by the Transferring Fund (except where the Acquiring Fund’s investment activities may have the effect of reducing or eliminating an asset’s holding period).

(i)       The Acquiring Fund should succeed to and take into account the items of the Transferring Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury Regulations thereunder.

This opinion letter expresses our views only as to U.S. federal income tax laws in effect as of the date hereof. Our opinions represent our best legal judgment as to the matters addressed herein, but are not binding upon the Service or the courts, and there is no guarantee that the Service will not assert positions contrary to the ones taken in this opinion. We disclaim any obligation to make any continuing analysis of the facts or relevant law following the date of this opinion letter.

The opinion set forth above is not free from doubt. In particular, among other requirements that must be satisfied for the Reorganization to qualify as a reorganization within the meaning of Section 368(a)(1) of the Code, the Acquiring Fund must continue the historic business of the Transferring Fund (or a significant historic line of business of the Transferring Fund, if the Transferring Fund has more than one line of business), or continue to use a significant portion of the Transferring Fund's historic business assets in a business (the so-called “continuity of

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business enterprise” requirement). Although the Service has issued many private letter rulings2 upholding reorganization status for transactions involving regulated investment companies, the only published guidance from the Service on the application of the continuity of business enterprise requirement to regulated investment companies is Revenue Ruling 87-76, 1987-2 C.B. 84. In that ruling, the Service held that the continuity of business enterprise requirement was not met in the case of the acquisition of the assets of a regulated investment company that invested in corporate stocks and bonds by another regulated investment company that invested in municipal bonds, because investing in corporate stocks and bonds was held not to be the same business as investing in municipal bonds (and because, based upon the facts of the Revenue Ruling, the acquiring fund would not continue to use a significant portion of the acquired fund's historic business assets).

However, we believe that the facts of the Reorganization are distinguishable from those of Revenue Ruling 87-76. As disclosed in the Combined Prospectus/Information Statement (Form N-14) filed by the Trust with the Securities and Exchange Commission in connection with the Reorganization, the Transferring Fund and the Acquiring Fund have identical investment objectives and substantially similar principal investment strategies, with both funds primarily investing in common stocks of domestic issuers that have exhibited recent insider buying, and the Advisor uses the same investment methodology to select stocks for both the Transferring Fund and the Acquiring Fund. Further, we note that, as has been represented to us by the Trust: (i) at all times from the date immediately prior to the date that the Reorganization was first considered by Transferring Fund management through the date of the Reorganization, at least thirty-three and one-third percent (33 1/3%) of the Transferring Fund’s portfolio assets will have met the investment objectives, strategies, policies, risks and restrictions of the Acquiring Fund that will be in effect at the time of the Reorganization; and (ii) the Acquiring Fund has no plan or intention to change, any of its investment objectives, strategies, policies, risks or restrictions after the Reorganization. These facts support our conclusion that the continuity of business enterprise requirement should be met in the case of the Reorganization.

Our opinions are provided solely to you as a legal opinion only, and not as a guaranty or warranty, and are limited to the specific transactions and matters described above. No opinion may be implied or inferred beyond what is expressly stated in this letter. We express no opinion with respect to any matter not specifically addressed by the foregoing opinions. By way of illustration, and without limitation of the foregoing, we express no opinion regarding: (i) whether either the Transferring Fund or the Acquiring Fund qualifies or will qualify as a regulated investment company; (ii) the federal income tax consequences of the payment of Reorganization expenses by the Advisor, except in relation to the qualification of the Reorganization as a “reorganization” under Section 368(a) of the Code; (iii) the effect of the Reorganization on the Transferring Fund with respect to any transferred asset as to which unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting (including under Section 1256 of the Code); (iv) the effect of the Reorganization on any shareholder of the Transferring Fund that is required to recognize unrealized gains or losses for federal income tax

2 Pursuant to the Service’s ruling procedures, a private letter ruling generally may not be relied upon by any taxpayer other than the taxpayer to whom the private letter ruling is issued.

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purposes under a mark-to-market system of accounting; (v) whether accrued market discount, if any, on any market discount bonds held by the Transferring Fund will be required to be recognized as ordinary income under Section 1276 of the Code as a result of the Reorganization; (vi) whether any gain or loss will be required to be recognized with respect to any asset that constitutes stock in a passive foreign investment company (within the meaning of Section 1297(a) of the Code); (vii) whether any federal income tax will be imposed or required to be withheld under the Foreign Investment in Real Property Tax Act of 1980 with respect to any Transferring Fund shareholder that is a foreign person; and (viii) any state, local or foreign tax consequences of the Reorganization.

Our opinions are being rendered to the Trust and its Board of Trustees, and may be relied upon only by the Trust, its Board of Trustees and the shareholders of the Transferring Fund and the Acquiring Fund, it being understood that we are not thereby establishing an attorney-client relationship with any shareholder. The Trust, the Transferring Fund, the Acquiring Fund and the shareholders of the Transferring Fund and the Acquiring Fund are free to disclose the tax treatment or tax structure of any of the transactions described herein.

We hereby consent to the use of our name and to any reference to our firm in the N-14. In giving such consent, we do not hereby admit that we are within the category of person whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Thompson Hine LLP

Thompson Hine LLP