Correspondence 0001580642-23-002929 from CANTOR SELECT PORTFOLIOS TRUST (CIK 0001903606)
CANTOR SELECT PORTFOLIOS TRUST (CIK 0001903606)
Date: May 26, 2023 · CIK: 0001903606 · Accession: 0001580642-23-002929
AI Filing Summary & Sentiment
File numbers found in text: 333-271376
Referenced dates: March 31, 2022
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Cantor Select Portfolios Trust
110 E. 59th Street
New York, NY 10022
May 22, 2023
FILED VIA EDGAR
Division of Investment Management
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Cantor Select Portfolios Trust (the “Trust” or “Registrant”)(File
No. 333-271376)
Dear Ms. Vroman-Lee and Mr. Kernan:
Set forth below is a summary of oral comments provided
on May 15, 2023, by Ms. Vroman-Lee and Mr. Kernan of the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”), relating to the Trust’s registration statement on Form N-14, filed on April 21, 2023 (Accession No. 0001580642-23-002185).
Per the Staff’s request, the Registrant will file a comment response letter via EDGAR as correspondence before filing a N-14 filing
for the Cantor FBP Equity & Dividend Plus Fund ( “Fund”). For your convenience, a summary of the Staff’s
comments is in italics below, and the Registrant’s response follows each comment.
Legal and Regulatory Comments:
1. Staff Comment: In the letter to shareholders, please fix the fund name to Cantor FBP
Equity & Dividend Plus Fund.
Response: The Registrant has updated
the disclosure as requested.
2. Staff Comment: In the section entitled “Questions and Answers Relating to the Reorganizations,”
please amend the response to the question “Why is the Reorganization being proposed?” to reflect that the New Fund “may,”
not “will” participate in broader distribution arrangements, attract additional shareholders and grow in size.
Response: The Registrant has updated
the disclosure as requested.
3. Staff Comment: In the section entitled “Questions and Answers Relating to the Reorganizations,”
please include the actual fees before and after the waiver in the narrative and chart as part of the response to the question entitled
“Will the Reorganizations result in higher fees for shareholders?”
Response: The Registrant has revised
the disclosure as follows:
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Based on the assets of the Cantor
FBP Equity & Dividend Plus Fund as of May 8, 2023, the Reorganization will not result in higher fees for shareholders of the
Cantor FBP Equity & Dividend Plus Fund. Based on the assets of the Cantor FBP Appreciation & Income Opportunities Fund as of May
8, 2023, the Reorganization will result in a one basis point increase in gross total fees for shareholders of the Cantor FBP Appreciation
& Income Opportunities Fund before any waivers or reimbursements provided by the Adviser are applied. The management fee rates
of the New Fund will be higher than the existing management fee rates for the Existing Funds between $500 million and $2.5 billion
in net assets.
Management
Fees
Each Existing
Fund pays a management fee, which is computed daily and paid monthly, at the annual rates provided in the table below based on the average
daily net assets of the applicable funds. For its services to the New Fund, the Adviser is entitled to a management fee, which is calculated
daily and paid monthly, at an annual rate based on the average daily net assets of the Fund, as set forth below:
Existing Fund
Management Fee
New Fund
Management Fee
Cantor FBP Equity & Dividend Plus Fund
0.70% on first $250 million;
0.65% on next $250 million;
0.50% on assets over $500 million
Cantor FBP Equity & Dividend Plus Fund
0.65% on first $500 million;
0.60% on next $500 million;
0.55% on next $1.5 billion;
0.50% on assets in excess of $2.5 billion
Cantor FBP Appreciation & Income Opportunities Fund
0.70% on first $250 million;
0.65% on next $250 million;
0.50% on assets over $500 million
Expense
Limitation Agreements
The Adviser
has contractually agreed to reduce its fees and reimburse expenses of the New Fund in order to keep net operating expenses (excluding
interest, taxes, brokerage commissions, dividend and interest expenses on securities sold short, acquired fund fees and expenses, other
expenditures which are capitalized in accordance with generally accepted accounting principles, and extraordinary expenses (collectively,
“excluded expenses”)) from exceeding the New Fund’s average daily net assets as set forth in the table below, which
also includes each Existing Funds’ expense caps.
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Existing Fund
Class
Total Annual Operating Expenses Before Waivers
Expense Cap
Total Annual Operating Expenses After Waivers
New Fund
Class
Total Annual Operating Expenses Before Waivers
Expense Cap
Total Annual Operating Expenses After Waivers
Cantor FBP Equity & Dividend Plus Fund
Shares
1.28%
1.12%
1.12%
Cantor FBP Equity & Dividend Plus Fund
Institutional Class
1.18%
0.99%
0.99%
Cantor FBP Appreciation & Income Opportunities Fund
Shares
1.23%
1.05%
1.07%
The fees and
expenses of the Existing Funds and the New Fund are described further in the “Comparison Fee Tables and Examples” section
of this Proxy Statement/Prospectus. If the expense limitation agreement for the New Fund is not renewed after July 14, 2025, the New Fund’s
total operating expenses may increase.
4. Staff Comment: Please supplementally confirm that the Expense Limitation Agreement referenced
in the N-14 will extend to July 14, 2025.
Response: The Registrant confirms
that the Expense Limitation Agreement will extend to at least July 14, 2025.
5. Staff Comment: In the section entitled “Synopsis - Investment Objectives and Investment
Strategies” in the table please disclose the additional details about the securities selection process in the “Comparison”
column for Cantor FBP Equity & Dividend Plus Fund.
Response: The Registrant has revised
the “Comparison” column as follows:
The principal investment strategies of the
Cantor FBP Equity & Dividend Plus Fund and the New Fund are substantially similar except for some additional detail regarding how
the Adviser analyzes the growth and price expectations for equity securities held by the New Fund, as follows:
The Adviser’s growth and price
expectations for the equity securities held by the New Fund are based on the Adviser’s analysis of factors such as revenue growth,
profit margin potential, profitability, financial flexibility, free cash flow, competitive position, and management track record for each
security.
6. Staff Comment: With respect to the information presented in the section entitled “Fees
and Expenses,” please confirm that March 31, 2022 is the most recent fees available or otherwise please update with more current
numbers.
Response: The Registrant will provide
the fees and expenses as of March 31, 2023.
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7. Staff Comment: In the section entitled “Fees and Expenses,” please include additional
pro forma to include all possible Reorganization combinations.
Response: The Registrant confirms
that the completed Fee and Expense Tables for all possible reorganization Combinations are included in the N-14 in “Fees and Expenses”
and are attached hereto in Appendix A.
8. Staff Comment: In the section entitled “Fund Management,” please consistently identify
Cantor Fitzgerald Investment Advisors, L.P. with the same abbreviation throughout the disclosure and identify all abbreviations used in
the parenthetical, for example, it appears that the same investment adviser is identified below in the discretion of the New Fund but
the investment advisers identified as “Cantor.”
Response: The Registrant has updated
the disclosure as requested.
9. Staff Comment: Please define “Predecessor Fund” or otherwise align with the existing
terminology within the disclosure.
Response: The Registrant has updated
the disclosure as requested.
10. Staff Comment: In the section entitled “Reasons for the Reorganization,” please
confirm that the Williamsburg Investment Trust Board of Trustees considered the fact that the total fund operating expenses are one basis
point higher for the New Fund than the Cantor FBP Appreciation & Income Opportunities Fund before the effect of any expense limitation
agreements offered by the Adviser. The Staff reminds the Registrant that all disclosure should be balanced. If the Board reviewed all
the lower fees as currently disclosed, did they review anything potentially detrimental for higher fees? Please provide a balanced list,
including any unfavorable factors that the Board analyzed, if applicable.
Response: We have revised the disclosure
in the section entitled “Reasons for the Reorganization” to add the following new bullet point after the existing fifth bullet
point as follows:
• that the total annual fund operating expenses of the Institutional Class Shares of the New Fund before
fee waivers and/or expense limitations would be higher than those of the shares of the Cantor FBP Appreciation & Income Opportunities
Fund and that the New Fund’s total annual fund operating expenses before fee waivers and/or expense limitations might increase further
should the New Fund be unable to increase its assets and benefit from lower expenses through the realization of economies of scale;
In addition, we have added the disclosure
to the end of the existing seventh bullet point as follows:
• that the contractual expense
limitation on the Institutional Class shares of the New Fund will be 0.13% and 0.08% lower than the current expense limitations on the
shares of the Cantor FBP Equity and Dividend Plus Fund and Cantor FBP Appreciation & Income Opportunities
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Fund, respectively, noting that there
was no guarantee that the Adviser would extend the contractual expense limitation on the Institutional Class Shares of the New Fund beyond
the initial period;
11. Staff Comment: On page 54 of Edgar, please remove or explain the lone bracket at the end of
the page.
Response: The Registrant has removed
the bracket.
12. Staff Comment: Please complete all missing information.
Response: The Registrant has completed
all the missing information.
Accounting Comments:
1. Staff Comment: In correspondence, please confirm that fees and expenses dated March 31, 2022,
as disclosed in the section entitled “Fees and Expenses” are representative of current fees and expenses as required by Item
3 of Form N-14.
Response: The Registrant will provide
the fees and expenses as of March 31, 2023.
2. Staff Comment: Please confirm supplementally that the Adviser has no right of recapture of previously
waived and/or reimbursed fees and expenses occurring in the Existing Funds. However, if there is a right of recapture of previously waived
and/or reimbursed fees and expenses to be carried forward from the Existing Funds to the New Fund, please confirm that this has been approved
by the Board of the New Fund and add disclosure to describe the right.
Response: The Registrant confirms
that the Adviser has no right of recapture of previously waived and/or reimbursed fees and expenses occurring in the Existing Funds.
3. Staff Comment: Please incorporate unaudited financial statements and financial highlights for
the most recent interim period in compliance with Regulation S-X Rule 3-18 and Form N-14.
Response: The Registrant has incorporated
the unaudited financial statements and updated the financial highlights.
4. Staff Comment: Please complete the Capitalization table.
Response: The Registrant has completed
the Capitalization table.
5. Staff Comment: Please footnote the Capitalization table to provide information about the New
Fund’s other share classes that are not participating in the Reorganizations.
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Response: The Registrant has revised
the Capitalization table to include Footnote 2 as follows:
The New Fund also offers Class A and Class
R6 Shares, which have no outstanding shares as of the date of this N-14 and will not be offered until after the Reorganizations are completed.
6. Staff Comment: Please enhance disclosure to provide additional information about the Cantor
FBP Appreciation & Income Opportunity Fund’s portfolio repositioning, including quantity expressed as a percentage of net assets,
transaction costs relating to repositioning from fixed income and money market fund investments into equity securities, if applicable,
stating who will bare the costs, and an estimate of capital gains distributions in dollars and on a per share basis.
Response: The Registrant has added
the following new section entitled “INFORMATION RELATING TO THE REORGANIZATIONS - Portfolio Repositioning”:
The Cantor FBP Appreciation & Income
Opportunities Fund will be repositioned in certain ways before the date of the conversion. That repositioning will involve the selling
of all of the fixed income holdings of the fund, which were 17.4% of the Cantor FBP Appreciation & Income Opportunities Fund’s
assets as of May 17, 2023. A schedule of investments after giving effect to the repositioning is included as Exhibit C.
The costs associated with repositioning
the portfolio are considered to be a fund expense that will be born by the Cantor FBP Appreciation & Income Opportunities Fund. It
is estimated that the repositioning of the fixed income holdings will generate an estimated capital gain of $0.05 per share. The equity
portion of the Cantor FBP Appreciation & Income Opportunities Fund will not be repositioned in a material way in advance of the Reorganization.
After the closing of the Reorganizations, the Adviser will manage the New Fund consistent with the New Fund’s investment strategy
as described in the section “Investment Objectives and Investment Strategies” above.
7. Staff Comment: Please explain if the Reorganizations will result in a material change in the
Cantor FBP Appreciation & Income Opportunities Fund’s investment portfolio due to investment restrictions. If applicable, please
provide a schedule of investments of Cantor FBP Appreciation & Income Opportunities Fund to reflect such change along with accompanying
narrative disclosure describing the change as required by Regulation S-X Item 6-11 (d)(1) and Form N-14.
Response: As described in the Registrant’s
response to Comment 6, the Reorganization of the Cantor FBP Appreciation & Income Opportunities Fund will result in a material change
in the Cantor FBP Appreciation & Income Opportunities Fund’s investment portfolio in that fixed income securities will no longer
be a part of the portoflio. The Registrant has added the schedule of investments reflecting the change along with the narrative disclosure
describing the change.
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8. Staff Comment: Please include disclosure required by Regulation S-X 6-11 (d) stating if the
Reorganizations will result in a change in accounting policies for any of the Existing Funds.
Response: The Registrant confirms
that the Reorganizations will not result in any change in accounting policies for the Existing Funds.
Thank you for your comments. Please contact Brittany
Weise at (513) 346-3312 if you have any questions.
Sincerely,
/s/ John Jones
_______________________
John Jones
Secretary
cc: Tanya Boyle, Esq. and Terrence Davis, Esq. at
Greenberg Traurig, LLP
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APPENDIX A
FEES AND EXPENSES
Shareholders of the Funds pay various fees and
expenses, either directly or indirectly. The tables below show the fees and expenses that a shareholder would pay if the shareholder were
to buy, hold or sell shares of each Fund. Table A reflects the fees and expenses that a shareholder would pay as shareholders of the New
Fund if both Existing Funds approve the Reorganizations; Table B reflects the fees and expenses that a shareholder would pay as shareholders
of the New Fund if only Cantor FBP Equity & Dividend Plus Fund approves its Reorganization; and Table C reflects the fees and expenses
that a shareholder would pay as shareholders of the New Fund if only Cantor FBP Appreciation & Income Opportunities Fund approves
its Reorganization. The fees and expenses in the tables appearing below are based on the