Cantor Select Seeks Shareholder Nod for New Advisory Pacts Post-Lutnick Transfer

TL;DR

**Vote YES on the new management agreements; it's a technicality from a control change, not a strategy shift, and fees remain flat.**

AI Summary

Cantor Select Portfolios Trust is seeking shareholder approval for new management and sub-advisory agreements for its Cantor Fitzgerald Large Cap Focused Fund. This action is necessitated by a change in control of Cantor Fitzgerald, L.P. (CFLP), the parent company of the Fund's investment adviser, Cantor Fitzgerald Investment Advisors, L.P. (the Adviser), and sub-adviser, Smith Group Asset Management, LLC (the Sub-Adviser). On May 19, 2025, Howard W. Lutnick transferred his ownership interest in CFLP to trusts for his adult children and other investors, which is deemed an assignment under the Investment Company Act of 1940, automatically terminating the prior agreements. The new agreements, approved by the Board of Trustees on February 12, 2025, and June 27, 2025, will maintain the same advisory fee structure: an annual rate of 0.65% on the first $500 million, 0.60% on the next $500 million, 0.55% on the next $1.5 billion, and 0.50% on assets exceeding $2.5 billion of the Fund's daily net assets. There will be no changes to the Fund's investment strategy, management policies, or portfolio managers. Interim agreements are in place for up to 150 days to ensure uninterrupted service, with compensation held in escrow. Advisory fees paid to the Adviser were $2,506,088 in fiscal year 2024 and $1,876,834 in fiscal year 2023.

Why It Matters

This DEF 14A filing is crucial for investors in the Cantor Fitzgerald Large Cap Focused Fund as it addresses the continuity of investment management services following a significant ownership transfer at Cantor Fitzgerald, L.P. While the proposed new agreements maintain the existing fee structure and investment strategy, shareholder approval is legally required to ensure uninterrupted advisory services. For employees of Cantor Fitzgerald Investment Advisors and Smith Group Asset Management, the filing confirms stability in leadership and operations, with no changes to portfolio managers. Customers can expect the same investment approach and fee rates, mitigating concerns about potential disruptions or increased costs. In the competitive asset management landscape, this transparent process reinforces investor confidence in the Fund's governance and operational stability, especially given the interim agreements designed to prevent service gaps.

Risk Assessment

Risk Level: low — The risk level is low because the DEF 14A explicitly states there will be no increase in advisory or sub-advisory fees, and the Fund's investment strategy, management policies, and portfolio managers will not change. The new agreements are 'substantially similar in all material respects' to the prior agreements, and interim agreements are in place for up to 150 days to prevent service disruption.

Analyst Insight

Investors should vote in favor of the new management and sub-advisory agreements. This is a procedural approval required by the Investment Company Act of 1940 due to a change in control, not a change in the Fund's operational or financial terms. Approving these agreements ensures continuity of the current investment strategy and management team without any fee increases.

Key Numbers

• $2,506,088 — Advisory Fees Paid (Paid to the Adviser in fiscal year 2024)
• $1,876,834 — Advisory Fees Paid (Paid to the Adviser in fiscal year 2023)
• 0.65% — Annual Management Fee Rate (On the first $500 million of the Fund's daily net assets)
• 0.60% — Annual Management Fee Rate (On the next $500 million of the Fund's daily net assets)
• 0.55% — Annual Management Fee Rate (On the next $1.5 billion of the Fund's daily net assets)
• 0.50% — Annual Management Fee Rate (On assets in excess of $2.5 billion of the Fund's daily net assets)
• 150 days — Interim Agreement Duration (Maximum period the interim management and sub-advisory agreements can be in effect)
• May 19, 2025 — Transaction Announcement Date (Date Cantor Fitzgerald, L.P. announced Howard W. Lutnick's ownership transfer)
• November 24, 2025 — Special Meeting Date (Date shareholders will vote on the new agreements)
• July 31, 2025 — Record Date (Shareholders of record on this date are entitled to vote at the Special Meeting)

Key Players & Entities

• Cantor Select Portfolios Trust (company) — Registrant and issuer of the DEF 14A
• Cantor Fitzgerald Large Cap Focused Fund (company) — Series of the Trust for which proposals are being voted
• Cantor Fitzgerald Investment Advisors, L.P. (company) — Investment Adviser to the Fund
• Smith Group Asset Management, LLC (company) — Investment Sub-Adviser to the Fund
• Cantor Fitzgerald, L.P. (company) — Parent company of the Adviser and Sub-Adviser
• Howard W. Lutnick (person) — Former Chairman and CEO of Cantor Fitzgerald, L.P., whose ownership transfer triggered the need for new agreements
• Brandon Lutnick (person) — Current Chairman and CEO of Cantor Fitzgerald, L.P. and controlling trustee for trusts benefiting Mr. Lutnick's adult children
• William Ferri (person) — Trustee and Chairman of Cantor Select Portfolios Trust
• SEC (regulator) — Securities and Exchange Commission, which governs the filing
• Investment Company Act of 1940 (regulator) — Act under which the change in control is deemed an assignment

FAQ

Risk Factors

• Assignment of Advisory Agreements [high — regulatory]: A change in control of Cantor Fitzgerald, L.P. (CFLP) on May 19, 2025, is deemed an assignment under the Investment Company Act of 1940. This automatically terminates the existing management and sub-advisory agreements, necessitating shareholder approval for new agreements to ensure continuity of services.
• Interim Agreement Contingency [medium — operational]: Interim agreements are in place for up to 150 days to cover the period between the termination of prior agreements and shareholder approval of new ones. Compensation under these interim agreements is held in escrow, with potential for only costs incurred to be paid if new agreements are not approved, posing an operational risk for uninterrupted service.
• Advisory Fee Structure [low — financial]: The proposed management and sub-advisory agreements maintain the existing fee structure, which is tiered based on assets under management. The fees range from 0.65% on the first $500 million to 0.50% on assets exceeding $2.5 billion. While not a new risk, the fee structure is a key financial component for investors to evaluate.

Industry Context

The asset management industry is highly competitive, with a strong emphasis on regulatory compliance and consistent performance. Mutual funds, like the Cantor Fitzgerald Large Cap Focused Fund, operate within a framework that requires shareholder approval for significant changes in management or advisory relationships, particularly those triggered by changes in control under the Investment Company Act of 1940. Industry trends include a focus on fee transparency and the impact of regulatory changes on operational structures.

Regulatory Implications

The primary regulatory implication stems from the Investment Company Act of 1940, which mandates shareholder approval for new advisory agreements following a change in control. Failure to obtain this approval could lead to significant disruptions in fund management. The use of interim agreements and escrow accounts demonstrates compliance with the Act's requirements for ensuring continuity while awaiting shareholder decisions.

What Investors Should Do

1. Review the Proxy Statement carefully.
2. Vote your proxy.
3. Attend the Special Meeting if possible.

Key Dates

• 2025-05-19: Howard W. Lutnick's ownership transfer in CFLP — This event triggered a change in control, deemed an assignment under the 1940 Act, leading to the automatic termination of existing management and sub-advisory agreements.
• 2025-02-12: Board of Trustees approved new agreements — The Board of Trustees initially approved the new management and sub-advisory agreements, recommending them for shareholder approval.
• 2025-06-27: Board of Trustees approved new agreements — The Board of Trustees reaffirmed their approval of the new management and sub-advisory agreements, subject to shareholder vote.
• 2025-07-31: Record Date for Special Meeting — Shareholders of record on this date are entitled to vote at the Special Meeting, ensuring eligible participation in the decision-making process.
• 2025-08-25: Proxy Statement and Notice of Special Meeting issued — This date marks the official communication to shareholders regarding the proposed changes and the upcoming vote.
• 2025-11-24: Special Meeting of Shareholders — Shareholders will vote on the approval of the new management and sub-advisory agreements, which is critical for the continued operation of the Cantor Fitzgerald Large Cap Focused Fund.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides definitive proxy materials to shareholders for an annual or special meeting. (This document is the proxy statement soliciting shareholder votes for the proposed new management and sub-advisory agreements.)

Investment Company Act of 1940

A U.S. federal law that regulates the organization of companies, including mutual funds, that engage primarily in investing, reinvesting, and trading in securities, and whose own securities are offered to the investing public. (Key provisions of this Act, particularly those related to assignments and changes in control, necessitate the shareholder vote for new advisory agreements.)

Assignment

In the context of investment advisory contracts, an assignment typically refers to a transfer of the contract to another party, which under the 1940 Act can trigger termination of the agreement. (The change in control of CFLP is deemed an assignment, leading to the termination of the prior agreements and the need for new ones.)

Proxy Statement

A document that is required by the SEC to be distributed to shareholders before a shareholder meeting, containing information about the matters to be voted on. (This document provides shareholders with the necessary information to make an informed decision on approving the new management and sub-advisory agreements.)

Advisory Agreement

A contract between an investment company (like a mutual fund) and an investment adviser that outlines the terms and conditions under which the adviser will manage the fund's assets. (Shareholders are being asked to approve new advisory and sub-advisory agreements due to a change in control.)

Sub-Advisory Agreement

A contract between the primary investment adviser of a fund and another entity (the sub-adviser) that delegates certain investment management responsibilities. (Similar to the management agreement, the sub-advisory agreement also requires shareholder approval due to the change in control.)

Interim Agreement

A temporary agreement put in place to ensure continuity of services when a primary agreement is expected to terminate and a new one is pending approval. (These agreements are in effect to prevent disruption in fund management services between the termination of old agreements and the approval of new ones.)

Escrow Account

A financial arrangement where a third party holds funds or assets until specific conditions are met, such as the approval of new agreements. (Compensation for services rendered under interim agreements is held in escrow, mitigating risk for the fund.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting, not an annual report, and therefore does not contain comparative financial metrics like revenue or net income from a prior fiscal year. The key focus is on the proposed changes to management and sub-advisory agreements due to a change in control, rather than a year-over-year financial performance comparison. The advisory fees paid in fiscal year 2024 were $2,506,088 and in fiscal year 2023 were $1,876,834, indicating an increase in fees paid, likely due to asset growth or changes in fee structure over time, though the current proposal aims to maintain the existing fee structure.

Key Financial Figures

• $500 m — t the annual rate of 0.65% on the first $500 million, 0.60% on the next $500 million,
• $1.5 b — on the next $500 million, 0.55% on next $1.5 billion, 0.50% on assets in excess of $2.
• $2.5 billion — 5 billion, 0.50% on assets in excess of $2.5 billion of the Funds daily net assets. The foll
• $2,506,088 — ee Waiver/Expense Reimbursement 2024 $2,506,088 ($65,747) 2023 $1,876,834 ($456,41
• $65,747 — ense Reimbursement 2024 $2,506,088 ($65,747) 2023 $1,876,834 ($456,412) Like
• $1,876,834 — t 2024 $2,506,088 ($65,747) 2023 $1,876,834 ($456,412) Like the Prior Management
• $456,412 — 506,088 ($65,747) 2023 $1,876,834 ($456,412) Like the Prior Management Agreement,

Filing Documents

• cantor-def14a.htm (DEF 14A) — 1668KB
• ca002_v1.jpg (GRAPHIC) — 1KB
• ca003_v1.jpg (GRAPHIC) — 1KB
• ca004_v1.jpg (GRAPHIC) — 1KB
• ca005_v1.jpg (GRAPHIC) — 1KB
• ca006_v1.jpg (GRAPHIC) — 1KB
• ca001_v1.jpg (GRAPHIC) — 4KB
• 0001580642-25-005384.txt ( ) — 1682KB
• S000075628
• C000234853 (FICHX)
• C000234854 (FICGX)
• C000234855 (FICIX)
• S000080195
• C000241909
• C000241910
• C000241911
• S000083015
• C000246495
• C000246496
• C000246497
• C000246498
• S000085573
• C000250873 (ATGYX)
• C000250874 (ATGAX)
• C000250875 (ATGHX)
• S000085574
• C000250876 (ATPRX)
• C000250877 (ATPAX)
• C000250878 (ATPYX)

From the Filing

DEF 14A 1 cantor-def14a.htm DEF 14A UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material under Rule 14a-12 Cantor Select Portfolios Trust (Name of the Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1. Title of each class of securities to which transaction applies: 2. Aggregate number of securities to which transaction applies: 3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: 1 o Fee paid previously with preliminary materials. o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1. Amount Previously Paid: 2. Form, Schedule, or Registration Statement No.: 3. Filing Party: 4. Date Filed: 2 Cantor Fitzgerald Large Cap Focused Fund 110 E. 59th Street New York, NY 10022 Tel 833-764-2266 August 25, 2025 Dear Shareholder: Enclosed are a Notice and a Proxy Statement concerning a Special Meeting of Shareholders (the Special Meeting) of Cantor Fitzgerald Large Cap Focused Fund (the Fund), a series of Cantor Select Portfolios Trust (the Trust). At the Special Meeting, shareholders of the Fund will be asked to approve: (i) a new management agreement (the New Management Agreement) between the Trust, on behalf of the Fund, and the Funds investment adviser, Cantor Fitzgerald Investment Advisors, L.P. (the Adviser); and (ii) a new investment sub-advisory agreement (the New Sub-Advisory Agreement and, together with the New Management Agreement, the New Agreements) between the Adviser and Smith Group Asset Management, LLC (Smith Group or the Sub-Adviser). On May 19, 2025, the Advisers and Sub-Advisers parent company, Cantor Fitzgerald, L.P. (CFLP), announced that Howard W. Lutnick, CFLPs former Chairman and Chief Executive Officer, agreed to transfer his ownership interest in CFLP to (i) trusts for the benefit of Mr. Lutnicks adult children, for which Brandon Lutnick, the current Chairman and Chief Executive Officer of CFLP is the controlling trustee and (ii) certain other investors (no more than 10% of CFLP) (the Transaction) (the closing time of such Transaction, the Effective Date). The current executive leadership team of CFLP, the Adviser, and the Sub-Adviser will remain in place. The Transaction will result in a change in control of the Adviser and the Sub-Adviser, which may be deemed an assignment under the Investment Company Act of 1940, as amended (the 1940 Act), that results in an automatic termination of (i) the Funds previous Management Agreement with the Adviser (the Prior Management Agreement) and (ii) the Funds prior sub-advisory agreement between the Adviser and Smith Group (the Prior Sub-Advisory Agreement and, together with the Prior Management Agreement, the Prior Agreements) on the Effective Date. At meetings of the Board of Trustees of the Trust held on February 12, 2025 and June 27, 2025, the Board of the Trust approved the New Agreements, and recommended that shareholders approve the New Agreements. At the same meeting, the Board of Trustees approved an interim management agreement with the Adviser (the Interim Management Agreement) and an interim sub-advisory agreement with the Sub-Adviser (the Interim Sub-Advisory Agreement and, together with the Interim Management Agreement, the Interim Agreements), which will become effective on the Effective Date if the New Agreements have not yet been approved by shareholders. Under the Interim Management Agreement, the Adviser can provide advisory services to the Fund for up to 150 days between the termination of the Prior Management Agreement and shareholder approval of the New Management Agreement. Compensation earned by the Adviser under the Interim Management Agreement will be held in an interest-bearing escrow account. If the Funds shareholders approve the New Management Agreement before the expiration of the Interim Management Agreement, the compensation (plus interest) payable under the Interim Management Agreement will be paid to the Adviser, but if the New Management Agreemen

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