Correspondence 0001580642-24-001329 from Exchange Place Advisors Trust (CIK 0001750821)
Exchange Place Advisors Trust (CIK 0001750821)
Date: March 1, 2024 · CIK: 0001750821 · Accession: 0001580642-24-001329
AI Filing Summary & Sentiment
File numbers found in text: 333-276825
Letter
Via EDGAR CORRESPONDENCE Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: North Square Investments Trust - Sphere 500 Climate Fund File No. 333-276825
Dear Ms. Lithotomos:
This letter responds to comments of the staff of the U.S. Securities and Exchange Commission (the “Staff”) regarding the registration statement filed on February 1, 2024 (the “Proxy Statement/Prospectus”) on Form N-14 for the Sphere 500 Climate Fund (the “Fund”), a series of North Square Investments Trust (the “Registrant”). You provided the Staff’s comments to Colin Hill, Esq., by telephone on February 29, 2024.
The Staff’s comments and our responses thereto on behalf of the Registrant and the Fund are set forth below. Where applicable, revisions indicated in response to your comments will be reflected in a subsequent Rule 497 filing. All capitalized terms not defined herein have the meaning given to them in the Proxy Statement/Prospectus.
Comment 1
Provide the proxy card which will be used to solicit proxies with respect to the Reorganization contemplated by the Proxy Statement/Prospectus.
Response 1
A form of proxy card is provided with this response.
Comment 2
The shareholder letter in the Proxy Statement/Prospectus states that the “Acquiring Fund may experience lower expenses over time due to reduced service provider expenses.” Please supplementally explain how the lower service provider expenses would occur.
Response 2
As noted in the Proxy Statement/Prospectus, the Acquiring Fund is expected to be subject to lower service provider fees based on the Adviser’s analysis of the applicable service provider fee schedules.
Comment 3
The term “Fund” and “Funds” are used throughout the Proxy Statement/Prospectus, please confirm that such usage does not create confusion as to which Fund is being referred to.
Response 3
Confirmed. The Registrant confirms its belief that such usage throughout the Proxy Statement/Prospectus does not create confusion as to which Fund is being referred to.
Comment 4
Confirm that when the MDP Board reviewed the proposal contemplated by the Proxy Statement/Prospectus and unanimously approved the proposal that such approval included the requisite number of independent members of the MDP Board.
Response 4
Confirmed. As noted in the Proxy Statement/Prospectus, the MDP Board is comprised solely of trustees who are not interested persons of MDP within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”).
Comment 5
Confirm whether the Acquiring Fund will request shareholder approval to adopt a Shareholder Servicing Plan.
Response 5
The Acquired Fund’s Shareholder Servicing Plan allows the Fund to make payments to financial intermediaries and other service providers for shareholders in return for shareholder servicing and maintenance of shareholder accounts. Like the Acquired Fund, the Acquiring Fund intends to adopt a similar shareholder servicing plan with an identical authorized fee rate. The Acquiring Fund’s shareholder servicing plan will not be adopted pursuant to Rule 12b-1 under the 1940 Act and therefore does not require approval by shareholders.
Comment 6
Under the third paragraph of the “HOW DO THE FUNDS’ FEES AND EXPENSES COMPARE?” section, confirm that the first sentence will be updated to disclose that the shareholder fees and annual fund operating expenses that shareholders may pay are also applicable to selling shares.
Response 6
Confirmed. The sentence will be revised to read as follows: “The following tables allow you to compare the shareholder fees and annual fund operating expenses as a percentage of the aggregate daily net assets of the Acquired Fund that you may pay for buying, holding and selling shares of the Acquired Fund to those of the Acquiring Fund.”
Comment 7
Confirm that there is no line item for shareholder servicing plan fees in the fee table under the “HOW DO THE FUNDS’ FEES AND EXPENSES COMPARE?” section because a Shareholder Servicing Plan is not currently activated.
Response 7
Confirmed. As noted in the Proxy Statement/Prospectus, the Acquired Fund has adopted a Shareholder Servicing Plan that provides for a shareholder servicing fee of up to 0.10%. The Acquired Fund’s Shareholder Servicing Plan is currently inactive. The Acquiring Fund intends to adopt a similar shareholder servicing plan with an identical authorized fee rate.
Comment 8
Confirm accounting comments from Mr. Jason Fox will be/have been addressed.
Response 8
Confirmed. The Registrant confirms that accounting comments from Mr. Fox have been addressed.
Comment 9
The “Comparison of shareholder rights” section should highlight the material differences in shareholder rights between the two Funds, per Item 4(a) of Form N-14. The section should not direct shareholders to read the governing documents of the Funds. Please highlight the differences between the shareholder rights under the governing documents.
Response 9
The Registrant respectfully declines to revise the existing disclosure. As disclosed in the Proxy Statement/Prospectus, there are no material differences between the rights of shareholders under the governing state laws of MDP and NSIT, although there are some differences in the rights provided for in the respective governing instruments of these entities, certain of which are described for shareholders in tabular form in the Proxy Statement/Prospectus. The Proxy Statement/Prospectus refers shareholders to the availability of the documents for further inspection.
Comment 10
The Shareholder Liability portion of the chart under the “Comparison of shareholder rights” section states that the “Trustees shall have the power… to cause each Shareholder…to pay directly, in advance or arrears, for charges of the Trust’s transfer, shareholder servicing or similar agent, an amount fixed from time to time by the Trustees, by setting off such charges due from such Shareholder from declared but unpaid dividends owed such Shareholder and/or by reducing the number of Shares in the account of such Shareholder.”
Because this gives the authority for shareholders of the Trust to be held personally liable, please either bold this language or disclose this in the introduction to the “Comparison of shareholder rights” section.
Response 10
Confirmed. The Registrant will bold the requested language. The Registrant notes that this provision is contained in NSIT’s Agreement and Declaration of Trust under the section entitled “Payment of Expenses by Shareholders,” is permissible in this limited context and appears to be a common provision in organizational documents of Delaware domiciled registered investment companies.
Comment 11
In relation to the above comment, please confirm that Delaware law allows for shareholders to be required to pay such charges.
Response 11
The Registrant will confirm that Delaware law allows for such a provision in the Trust’s Agreement and Declaration of Trust and make any changes as appropriate.
Comment 12
Under the “Federal Income Tax Consequences” section please show where the effect of any capital loss carryforward or capital gain distributions on the Acquired Fund are shown or describe such effects.
Response 12
Confirmed. The Registrant will revise the “Federal Income Tax Consequences” section accordingly.
Comment 13
Confirm that broker non-votes will not be counted for purposes of a determining a quorum at the shareholder meeting.
Response 13
Confirmed. As disclosed in the Proxy Statement/Prospectus, there will not be any broker non-votes at the Meeting.
Comment 14
Confirm that the Acquired Fund is the accounting survivor.
Response 14
Confirmed. The Proxy Statement/Prospectus discloses that the Acquired Fund will be the accounting survivor following the Reorganization.
Comment 15
Confirm whether the shareholder meeting may be adjourned if there is a quorum but not enough yes votes on the Proposal.
Response 15
Confirmed. As disclosed in the Proxy Statement/Prospectus, if a quorum is present but sufficient votes in favor of the Proposal have not been obtained, then the persons named as proxies may propose and vote for one or more adjournments of the Meeting with respect to the Acquired Fund.
If you have any questions or need further information, please call me at 202-737-8833.
Sincerely,
/s/ Robert M. Kurucza
Show Raw Text
CORRESP
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filename1.htm
Seward & Kissel LLP
901 K Street, NW
Suite 800
Washington, DC 20001
Telephone: (202) 737-8833
Facsimile: (202) 737-5184
www.sewkis.com
March 1, 2024
Via EDGAR CORRESPONDENCE
Valerie J. Lithotomos, Esq.
Senior Counsel
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: North Square Investments Trust - Sphere 500 Climate Fund
File No. 333-276825
Dear Ms. Lithotomos:
This letter responds to comments
of the staff of the U.S. Securities and Exchange Commission (the “Staff”) regarding the registration statement filed on February
1, 2024 (the “Proxy Statement/Prospectus”) on Form N-14 for the Sphere 500 Climate Fund (the “Fund”), a series
of North Square Investments Trust (the “Registrant”). You provided the Staff’s comments to Colin Hill, Esq., by telephone
on February 29, 2024.
The Staff’s comments and
our responses thereto on behalf of the Registrant and the Fund are set forth below. Where applicable, revisions indicated in response
to your comments will be reflected in a subsequent Rule 497 filing. All capitalized terms not defined herein have the meaning given to
them in the Proxy Statement/Prospectus.
Comment 1
Provide the proxy card which will be
used to solicit proxies with respect to the Reorganization contemplated by the Proxy Statement/Prospectus.
Response 1
A form of proxy card is provided with this response.
1
Comment 2
The shareholder letter in the Proxy Statement/Prospectus
states that the “Acquiring Fund may experience lower expenses over time due to reduced service provider expenses.” Please
supplementally explain how the lower service provider expenses would occur.
Response 2
As noted in the Proxy Statement/Prospectus,
the Acquiring Fund is expected to be subject to lower service provider fees based on the Adviser’s analysis of the applicable service
provider fee schedules.
Comment 3
The term “Fund” and “Funds”
are used throughout the Proxy Statement/Prospectus, please confirm that such usage does not create confusion as to which Fund is being
referred to.
Response 3
Confirmed. The Registrant confirms its
belief that such usage throughout the Proxy Statement/Prospectus does not create confusion as to which Fund is being referred to.
Comment 4
Confirm that when the MDP Board reviewed
the proposal contemplated by the Proxy Statement/Prospectus and unanimously approved the proposal that such approval included the requisite
number of independent members of the MDP Board.
Response 4
Confirmed. As noted in the Proxy Statement/Prospectus,
the MDP Board is comprised solely of trustees who are not interested persons of MDP within the meaning of the Investment Company Act of
1940, as amended (the “1940 Act”).
Comment 5
Confirm whether the Acquiring Fund will
request shareholder approval to adopt a Shareholder Servicing Plan.
Response 5
The Acquired Fund’s Shareholder
Servicing Plan allows the Fund to make payments to financial intermediaries and other service providers for shareholders in return for
shareholder servicing and maintenance of shareholder accounts. Like the Acquired Fund, the Acquiring Fund intends to adopt a similar shareholder
servicing plan with an identical authorized fee rate. The Acquiring Fund’s shareholder servicing plan will not be adopted pursuant
to Rule 12b-1 under the 1940 Act and therefore does not require approval by shareholders.
Comment 6
Under the third paragraph of the “HOW
DO THE FUNDS’ FEES AND EXPENSES COMPARE?” section, confirm that the first sentence will be updated to disclose that the shareholder
fees and annual fund operating expenses that shareholders may pay are also applicable to selling shares.
2
Response 6
Confirmed. The sentence will be revised
to read as follows: “The following tables allow you to compare the shareholder fees and annual fund operating expenses as a percentage
of the aggregate daily net assets of the Acquired Fund that you may pay for buying, holding and selling shares of the Acquired Fund to
those of the Acquiring Fund.”
Comment 7
Confirm that there is no line item for
shareholder servicing plan fees in the fee table under the “HOW DO THE FUNDS’ FEES AND EXPENSES COMPARE?” section because
a Shareholder Servicing Plan is not currently activated.
Response 7
Confirmed. As noted in the Proxy Statement/Prospectus,
the Acquired Fund has adopted a Shareholder Servicing Plan that provides for a shareholder servicing fee of up to 0.10%. The Acquired
Fund’s Shareholder Servicing Plan is currently inactive. The Acquiring Fund intends to adopt a similar shareholder servicing plan
with an identical authorized fee rate.
Comment 8
Confirm accounting comments
from Mr. Jason Fox will be/have been addressed.
Response 8
Confirmed. The Registrant confirms that
accounting comments from Mr. Fox have been addressed.
Comment 9
The “Comparison
of shareholder rights” section should highlight the material differences in shareholder rights between the two Funds, per
Item 4(a) of Form N-14. The section should not direct shareholders to read the governing documents of the Funds. Please highlight the
differences between the shareholder rights under the governing documents.
Response 9
The Registrant respectfully declines
to revise the existing disclosure. As disclosed in the Proxy Statement/Prospectus, there are no material differences between the rights
of shareholders under the governing state laws of MDP and NSIT, although there are some differences in the rights provided for in the
respective governing instruments of these entities, certain of which are described for shareholders in tabular form in the Proxy Statement/Prospectus.
The Proxy Statement/Prospectus refers shareholders to the availability of the documents for further inspection.
Comment 10
The Shareholder Liability portion of
the chart under the “Comparison of shareholder rights” section states that
the “Trustees shall have the power… to cause each Shareholder…to pay directly, in advance or arrears, for charges
of the Trust’s transfer, shareholder servicing or similar agent, an amount fixed from time to time by the Trustees, by setting off
such charges due from such Shareholder from declared but unpaid dividends owed such Shareholder and/or by reducing the number of Shares
in the account of such Shareholder.”
3
Because this gives the authority for
shareholders of the Trust to be held personally liable, please either bold this language or disclose this in the introduction to the “Comparison
of shareholder rights” section.
Response 10
Confirmed. The Registrant will bold the
requested language. The Registrant notes that this provision is contained in NSIT’s Agreement and Declaration of Trust under the
section entitled “Payment of Expenses by Shareholders,” is permissible in this limited context and appears to be a common
provision in organizational documents of Delaware domiciled registered investment companies.
Comment 11
In relation to the above comment, please confirm that Delaware
law allows for shareholders to be required to pay such charges.
Response 11
The Registrant will confirm that Delaware
law allows for such a provision in the Trust’s Agreement and Declaration of Trust and make any changes as appropriate.
Comment 12
Under the “Federal Income Tax Consequences”
section please show where the effect of any capital loss carryforward or capital gain distributions on the Acquired Fund are shown or
describe such effects.
Response 12
Confirmed. The Registrant will revise
the “Federal Income Tax Consequences” section accordingly.
Comment 13
Confirm that broker non-votes will not be counted for purposes
of a determining a quorum at the shareholder meeting.
Response 13
Confirmed. As disclosed in the Proxy
Statement/Prospectus, there will not be any broker non-votes at the Meeting.
Comment 14
Confirm that the Acquired Fund is the accounting
survivor.
Response 14
Confirmed. The Proxy Statement/Prospectus
discloses that the Acquired Fund will be the accounting survivor following the Reorganization.
Comment 15
Confirm whether the shareholder meeting
may be adjourned if there is a quorum but not enough yes votes on the Proposal.
4
Response 15
Confirmed. As disclosed in the Proxy
Statement/Prospectus, if a quorum is present but sufficient votes in favor of the Proposal have not been obtained, then the persons named
as proxies may propose and vote for one or more adjournments of the Meeting with respect to the Acquired Fund.
If you have any questions or need further information,
please call me at 202-737-8833.
Sincerely,
/s/ Robert M. Kurucza
Robert M. Kurucza
Enclosure
cc: C. Hill, Esq.
K. Jacoppo-Wood, Esq.
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