SecProbe.io

CORRESP
1
filename1.htm

July
6, 2023

VIA
EDGAR TRANSMISSION

Kimberly
A. Browning

Securities
and Exchange Commission

Division
of Investment Management

100
F. Street, N.E.

Washington,
D.C. 20549-0506

Re:
Mason Capital Fund Trust, File Nos. 333-270294 and 811-23853 (the “Registrant”)

Dear
Ms. Browning:

On
March 6, 2023, the Registrant filed a registration statement on Form N-1A under the Securities Act of 1933 (the “Securities
Act”) and the Investment Company Act of 1940 (the “1940 Act”) to offer shares of Fundamentals First ETF (the
“Fund”). On March 30, 2023, you provided comments via email to Andrew Davalla with respect to the registration statement
as described below. Please find below the Registrant’s responses to your comments, which the Registrant has authorized Thompson
Hine LLP to make on its behalf.

Prospectus

    Comment 1.
    Please paginate the prospectus.

Response. The
                                         requested revision has been made. Please see attached prospectus with the responsive
                                         revision.

    Comment 2.
    Please include a table of contents meeting
the requirements of rule 481(c) under the Securities Act of 1933 (the “Securities Act”). Also, confirm the table of
contents will immediately follow the cover page in any prospectus delivered electronically. Id.

Response. The
                                         requested revision has been made. Please see attached prospectus with the responsive
                                         revision in marked changes. The Registrant confirms that the table of contents will immediately
                                         follow the cover page in any prospectus delivered electronically.

Kimberly
A. Browning

July 6, 2023

Page 2

Investment
Objectives/Goals

    Comment 3.
    Please delete the phrase “general approach”
as it suggests the Fund’s description of its investment objective is incomplete and revise the text to disclose in plain
English, “the Fund’s investment objectives or goals.” See Item 2 of Form N-1A. See also the SEC’s
plain English requirements of Rule 421 under Regulation C under the Securities Act and IM Guidance Regarding Mutual Fund Enhanced
Disclosure, IM Guidance Update (2014-08) (June 2014) (“IM Guidance Update (2014-08)”).

 Response. The
                                         requested revision has been made. The investment objective now reads as follows:

The
Fund seeks income and capital growth.

Please
see attached prospectus with the responsive revision in marked changes.

Fees
and Expenses

    Comment 4.
    Please revise the Shareholder Fees section
to conform to the language of Item 3 of Form N-1A (e.g., revise “Sales Charge (Load) Imposed on Purchases”
to “Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)).”

 Response. The
                                         requested revision has been made. Please see attached prospectus with the responsive
                                         revision in marked changes.

    Comment 5.
    While the Annual Fund Operating Expenses
heading is marked with an asterisk, there is neither a footnote nor other explanatory text correlating to the asterisk. Please
clarify accordingly.

 Response. The
                                         asterisk was included in error and has been deleted.

    Comment 6.
    Since the Fund is a new fund, please
add a footnote to the fee table indicating “Other Expenses” are based on estimated amounts for the current fiscal
year. See Instruction 6(a) to Item 3 of Form N-1A.

 Response. The
                                         Fund employs a unitary fee structure so “Other Expenses” will not be incurred.

    Comment 7.
    Please clarify supplementally to the staff
why the “Other Expenses” caption states “None.” We note that while the Statement of Additional Information
(“SAI”), starting on page 28, describes an advisory “unitary fee arrangement,” the prospectus is silent
regarding any such arrangement. Please note a fund’s Item 10 disclosure should describe in detail any “unitary fee
arrangement” (e.g., specify the terms of any compensation the advisor will receive under the arrangement, as well
as each expense the advisor will not pay under the arrangement). Please revise the prospectus accordingly.

Kimberly
A. Browning

July 6, 2023

Page 3

a. For
                                         the excluded expenses under the unitary fee arrangement, the SAI provides an incomplete
                                         list of such expenses (i.e., the text states the advisor pays all operating expenses
                                         of the Fund, except for certain expenses, including but not limited to, interest
                                         expenses”). Please revise the disclosure in Item 10 to indicate each such excluded
                                         expense the advisor will not pay and make correlated revisions in any related text.

 i. If
                                         any excluded expense is one that that should be reflected in the fee table (e.g., acquired
                                         fund fees and expenses), advise the staff supplementally of any such expense and confirm
                                         that any such expense is included in the fee table.

    Response.
    The following disclosure has been added to Item 10:

The
Investment Advisory Agreement provides that the Advisor will pay all operating expenses of the Fund, except for any interest expenses,
taxes, brokerage expenses, future Rule 12b-1 fees (if any), acquired fund fees and expenses and expenses incidental to a meeting
of a Fund’s shareholders.

There
are no excluded expenses that would need to be included in the fee table.

Principal
Investment Strategies

    Comment 8.
    Please briefly explain in plain English,
the “investment strategy [of a] long-only, long-term approach” as stated in the first sentence of the first paragraph.
We note the Item 4 risks section has a Holding Period Risk paragraph stating in part, “[i]t is the intention of the
Fund to hold a position in securities selected for the portfolio by the Advisor for multiple years.” Is this part of the
Fund’s “long-only, long-term approach”? Please clarify and harmonize the Item 4 sections accordingly.

 Response. The
                                         disclosure has been revised as follows as the first sentence of the Principal Investment
                                         Strategies section:

Kimberly
A. Browning

July 6, 2023

Page 4

The
Fund’s investment strategy is a long-only, long-term approach as it seeks to buy and hold its investments, provided that
such investments meet the investment criteria used by the Fund’s adviser.

    Comment 9.
    The prospectus is silent about the securities
the Fund will use as principal investments beyond disclosing in the Item 4 summary a: (1) brief reference to equity securities;
and (2) a list fixed-income securities that is generalized. Please revise the prospectus to specify each type of equity security
(e.g., common stock and American Depositary Receipts) and fixed-income security (e.g., mortgage-backed securities)
in which the Fund will invest principally along with all attendant principal risks. See Items 4 and 9 of Form N-1A. The
Fund may add this detailed information to Item 9.

Response.

    Comment 10.
    In the first paragraph, the second sentence
states, “equity investments may be made . . . [in] any . . . geographical location including foreign and emerging
market countries.” (Emphasis added.) Please also specify in Item 4 the issuers of the fixed-income securities in which the
Fund will invest principally. We note Item 9 states the “Fund expects to invest in both U.S. and non-U.S. based companies.”
Please clarify and harmonize the Item 4 and Item 9 sections accordingly and for purposes of plain English, use correlating terms
and phrases. For example, if the Fund will use the term “Non-U.S. based company,” it must define that term and give
the source of the definition.

    Response.
    The disclosure has been revised as follows:

The
Fund will primarily invest in publicly-traded equity securities and fixed-income securities. Equity securities include common
stock and American Depositary Receipts (ADRs) and may be made in companies of any market capitalization, industry or geographical
location including foreign and emerging market countries. The Fund considers issuers from foreign countries to be those issuers
economically tied to a country or countries outside the United States. The Fund considers emerging market countries to be those
represented in the MSCI Emerging Markets Index.

With
respect to fixed-income securities, the Fund may invest in domestic and foreign corporate bonds, commercial notes, government
securities and money market instruments including money market funds.

    Comment 11.
    The second sentence indicates the Fund
will invest in “foreign . . . countries.” Please disclose the specific criteria the Fund will use to determine investments
are foreign investments (i.e., investments economically tied to a country or countries outside of the United States). The
Fund may add this detailed information
to Item 9.

Kimberly
A. Browning

July 6, 2023

Page 5

    Response.
    The following disclosure has been added:

The
Fund considers issuers from foreign countries to be those issuers economically tied to a country or countries outside the United
States.

    Comment 12.
    If the Fund will invest principally
in unrated fixed income instruments, please state so in Item 4 and indicate how such instruments’ credit quality will be
assessed (e.g., fixed income securities of comparable quality as determined by the advisor). See Items 4 and 9.

    Response.
    The Fund will not principally invest in unrated fixed-income
instruments.

    Comment 13.
    While the SAI defines
duration, the prospectus provides no such definition. As duration is part of the Fund’s principal investment strategies,
please define this term in the prospectus and include a related brief example (e.g., duration is a measure of the price
sensitivity of a debt security or portfolio of debt securities to relative changes in interest rates. For instance, a duration
of “three” means that a security’s price would be expected to decrease by approximately 3% with a 1% increase
in interest rates). The Fund may
add this detailed information to Item 9.

    Response.
    The following disclosure has been added to Item 9:

Duration
is a measure of the price sensitivity of a debt security or portfolio of debt securities to relative changes in interest rates.
For instance, a duration of “three” means that a security’s price would be expected to decrease by approximately
3% with a 1% increase in interest rates.

    Comment 14.
    The penultimate sentence of the first
paragraph states the Fund may invest in “cash and cash-equivalent positions.” Please: (1) specify these “cash-equivalent
positions” along with any attendant risks (the Fund may add this detailed disclosure to Item 9); and (2) summarize in Item
4 how the Fund will achieve its investment objective of “income with growth” by investing in “cash and cash-equivalent
positions.” See Items 4(a) and 9(b) of Form N-1A.

 Response. The
                                         reference to “cash and cash-equivalent positions” has been replaced with
                                         “money market funds.”

Kimberly
A. Browning

July 6, 2023

Page 6

    Comment 15.
    In the first paragraph, the penultimate
sentence states, “[i]nvestments in any one portfolio holding will be limited to 5% of the Fund’s assets . . . measured
at the time of purchase.” Does the Fund have a policy to address when any such holding exceeds 5% of the Fund’s assets?
For example, based on the disclosure, beyond this “at the time of purchase policy,” it appears the Fund has no policy
restricting the amount of portfolio holdings the Fund may invest in a particular type of investments (e.g., at any given
time, the Fund could be invested up to 50% or more in junk bonds). Please clarify the disclosure with an eye toward the avoidance
of misleading disclosure.

a. If
                                         the Fund may invest significantly in below investment grade bonds, including junk bonds,
                                         state so in plain English and disclose the maximum percentage for such investments.

    Response.
    The Fund will limit its investment in high-yield bonds
to 10% of assets.

The
disclosure regarding position size has been revised as follows:

Investments
in any one portfolio holding will be limited to 5% of the Fund’s assets (except for money market funds), measured at the
time of purchase. In the event a holding comes to represent more than 5% of the Fund’s assets, the Fund will sell a portion
of such holding to bring it the position to below 5% of the Fund’s assets.

    Comment 16.
    In the first paragraph, the last sentence
states, “[u]nder normal market conditions, the Fund is expected to invest approximately 50%-100% of its net assets
in equity securities and up to 50% of its net assets in fixed-income securities. (Emphasis added.) Please revise this disclosure
to conform to the language of Form N-1A (i.e., change “is expected” to “intends”). See Items
4(a) and 9(b) of Form N-1A.

 Response. The
                                         requested revision has been made. Please see attached prospectus with the responsive
                                         revision in marked changes.

Principal
Risks of Investing in the Fund

    Comment 17.
    Please re-order the principal risks
to prioritize those risks that are most likely to adversely affect each Fund’s net asset value, yield and total return.
See ADI
2019-08 - Improving Principal Risks Disclosure. See
also, Dalia Blass, Division
Director, Division of Investment Management, remarks at the Keynote Address - ICI Securities Law Developments Conference on Oct.
25, 2018.

Kimberly
A. Browning

July 6, 2023

Page 7

 Response. The
                                         principal risks have been re-ordered to reflect which risks are most likely expected
                                         to affect the Fund’s performance.

    Comment 18.
    The Item 4 risks section is silent about
the risks of certain principal investments (e.g., equity securities, fixed income securities risk, and government securities).
As a fund’s principal risks and principal investment strategies should correlate, please revise the Fund’s Item 4
sections accordingly. See Items 4 and 9 of Form N-1A (as noted above, the Fund may add more detailed disclosure about the
Fund’s strategies and risks to Item 9).

a. With
                                         respect to the principal risks arising from investing in fixed income securities, given
                                         the current inflationary environment and the Federal Reserve’s response to it,
                                         please summarize in the Item 4 risks section the effects that inflation and interest
                                         rate increases may have on the Fund’s investments and strategies.

    Response.
    The following risk disclosures have been added to the
registration statement:

Equity
Risk. Equity securities, which include common stocks, convertible securities, preferred stocks, warrants and sponsored and
unsponsored ADRs may decline in value because of changes in the price of a particular holding or a broad stock market decline.
Common stock ranks below preferred stock and debt securities in claims for dividends and for assets of the company in a liquidation
or bankruptcy. The value of a security may decline for a number of reasons that directly relate to the issuer of