February 9, 2022
VIA E-MAIL
Terrence O. Davis, Trustee
Cantor Select Portfolios Trust
110 E. 59th Street
New York, NY 10022
Re: Cantor Select Portfolios Trust (the Trust ) N-1A (File No.
333-262101; 811-
23774)
Dear Mr. Davis,
On January 11, 2022 and January 14, 2022, you filed a registration
statement and an
amended registration statement, respectively, on Form N-1A, on behalf of the
Trust. We have
reviewed the amended registration statement and have provided our comments
below. Where a
comment is made with regard to disclosure in one location, it is applicable to
all similar
disclosure appearing elsewhere in the registration statement. All capitalized
terms not otherwise
defined herein have the meaning given to them in the registration statement.
General
1. We note that portions of the registration statement are incomplete. We
may have
additional comments on such portions when you complete them in a
pre-effective
amendment, on disclosures made in response to this letter, on
information supplied
supplementally, or on exhibits added in any amendments.
2. Please inform the staff if a party other than the Fund s sponsor or an
affiliate is
providing the Fund with initial seed capital. If so, supplementally
identify the party
providing the seed capital and describe its relationship with the Fund.
Prospectus
Expense Example, page 2
3. As the fund is new, please delete the 5 Year and 10 Year columns of the
Expense
Example. See Instruction 6(b) to Item 3 of Form N-1A.
Principal Investment Strategies, pages 2-3
4. In order to comply with the requirements of Rule 35d-1 of the Investment
Company Act
of 1940, please disclose that the Fund will have a policy to invest at
least 80% of net
assets plus borrowings in equity securities.
5. Please include more specific details about the Sub-Advisor s starting
investment universe
and the risk control and valuation screens that the Sub-Advisor
will apply to that
universe. Please also disclose in the filing what you mean by
earnings quality and how
you evaluate it.
Principal Risks of Investing in the Fund, pages 3-5
6. Please consider whether Information Technology Sector Risk should be
added as a
principal risk of investing in the Fund.
7. We are unable to locate principal investment strategy disclosure
corresponding to LIBOR
Risk. Please advise or revise.
8. We are unable to locate principal investment strategy disclosure
corresponding to
investing in emerging market countries, debt securities and derivatives,
as described
under COVID-19 Risk. Please advise or revise.
Performance Information, page 5
9. Please include the narrative disclosure required by Item 4(b)(2)(i) of
Form N-1A (e.g.,
disclose that the information will show changes in the Fund s
performance from year to
year and show how the Fund s average annual returns compare with those
of a broad
measure of market performance; and disclose that the Fund s past
performance is not
necessarily an indication of how the Fund will perform in the future).
Purchase and Sale of Fund Shares, page 6
10. Please clarify whether there are any minimum subsequent purchase
requirements with
respect to the Institutional Class and Class R6 shares. See Item 6(a)
of Form N-1A.
Principal Investment Strategies, page 7
11. Please revise the statements that the Fund invests in approximately
35-45 common
stocks and that the investment team constructs a portfolio of
40-45 stocks for
consistency.
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Additional Information, page 30
12. Please disclose the name of the Fund s App and the platform(s) where
it is available.
Statement of Additional Information
Investment Limitations, page 2
13. For clarity, please change each Fund to the Fund in policy
(1). In addition, please
advise us what the reference to tax-exempt obligations is
designed to cover and why
such obligations would not be associated with an industry or group of
industries.
Additional Information About Investment Policies Fixed Income Securities,
page 4
14. Please state that high yield bonds are commonly referred to as junk
bonds .
Additional Information About Investment Policies Derivatives, pages 5-7
15. Please note that the disclosure will need to be updated to reflect the
adoption of rule 18f-
4 under the Investment Company Act by August 19, 2022.
Management and Other Service Providers Board Leadership Structure, page 15
16. If the chairman of the board is an interested person of the Fund,
disclose whether the
Fund has a lead independent director and what specific role the lead
independent
director plays in the leadership of the Fund. This disclosure should
indicate why the
Fund has determined that its leadership structure is appropriate given
the specific
characteristics or circumstances of the Fund. See Item 17(b)(1) of Form
N-1A.
Management and Other Service Providers Board Committees Audit
Committee, page 17
17. Please reconcile the disclosure in this section that the Audit
Committee is responsible
for seeking and reviewing nominee candidates for the Board of Trustees
and related
compensation with the disclosure at the bottom of page 15 that these
are the Nominating
and Governance Committee s responsibilities. Please also clarify who
is responsible for
seeking and reviewing nominee candidates for consideration as
Interested Trustees.
Management and Other Service Providers Board Committees Nominating and
Government
Committee, page 17
18. Please revise the disclosure about the Nominating and Governance
Committee s
responsibilities in this section with the disclosure at the bottom of
page 15.
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Redemption and Exchange - Contingent Deferred Sales Charges for Certain
Redemptions of
Class A shares Purchased at Net Asset Value, page 30
19. Given that the Trust was established in December of 2021, it is unclear
why there would
be shares outstanding on or prior to July 1, 2020. Please advise or
revise.
Disclosure of Portfolio Holdings, pages 33-34
20. Please clarify whether the Fund has any policies and procedures in
place with respect to
the receipt of compensation or other consideration by the investment
adviser, sub-
advisor or any other party in connection with the disclosure of
information about
portfolio securities. See Item 16(f)(1)(iv) of Form N-1A.
Part C: Other Information
21. Please note that we may have additional comments once the Fund
subsequently files all
exhibits required by Item. 28.
22. Please add the undertaking regarding indemnification required by Rule
484 under the Securities
Act.
23. It is unclear why you have indicated that the Undertaking required by
Item 35 of Form N-1A is
Not Applicable. Please revise the undertaking to state that the
Fund will file by amendment to
the registration statement certified financial statements showing the
initial capital for the Fund
or explain to the staff why the undertaking is not necessary.
ACCOUNTING COMMENTS
24. We note that portions of the registration statement are incomplete. A
full financial
review (e.g., seed financial statements, auditor's report, consent)
must be performed
prior to declaring the registration statement effective. We may have
additional
comments on such portions when you complete them in a pre-effective
amendment, on
disclosures made in response to this letter, on information supplied
supplementally, or
on exhibits added in any amendment.
25. Please provide the name of the fund's independent registered public
accounting firm in
correspondence.
* * *
Responses to this letter should be made in a letter to me filed on EDGAR
and in the
form of a pre-effective amendment filed pursuant to Rule 472 under the
Securities Act. Where
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no change will be made in the filing in response to a comment, please indicate
this fact in the
letter to us and briefly state the basis for your position.
You should review and comply with all applicable requirements of the
federal securities
laws in connection with the preparation and distribution of preliminary
prospectuses.
Although we have completed our initial review of the registration
statement, the filing
will be reviewed further after we receive your response. Therefore, we reserve
the right to
comment further on the registration statement and any amendments. After we have
resolved all
issues, the Fund and its underwriter must request acceleration of the effective
date of the
registration statement.
In closing, we remind you that the Fund and its management are
responsible for the
accuracy and adequacy of their disclosures in the registration statement,
notwithstanding
any review, comments, action, or absence of action by the staff.
Should you have any questions prior to filing a pre-effective
amendment, please feel
free to contact me at 202-551-6751 or WhiteA@sec.gov or Mindy Rotter, Staff
Accountant, at
(212) 336-1096 RotterM@sec.gov.
Sincerely,
/s/ Alison
White
Senior
Counsel
cc: Tanya L. Boyle, Greenberg Traurig, LLP
Jay Williamson, SEC
Christian Sandoe, SEC
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