Cantor Fitzgerald Fund Seeks Shareholder Nod for New Advisory Pacts

TL;DR

**Vote YES on the new agreements; it's a technicality after a control change, but fees and strategy remain unchanged, ensuring stability for your infrastructure investment.**

AI Summary

Cantor Fitzgerald Infrastructure Fund (the Fund) is seeking shareholder approval for new management and sub-advisory agreements following a change in control of its investment adviser, Cantor Fitzgerald Investment Advisors, L.P. (the Adviser). On May 19, 2025, Howard W. Lutnick, former Chairman and CEO of CFLP, transferred his ownership interest, triggering an 'assignment' under the Investment Company Act of 1940 and automatically terminating the prior agreements. The new agreements, approved by the Board of Trustees on February 12, 2025, and June 27, 2025, maintain the same advisory fee of 1.50% of the Fund's daily net assets and sub-advisory fees, with no changes to investment strategy or portfolio managers. The Fund accrued advisory fees of $475,479 in fiscal year 2024 and $3,151,493 in fiscal year 2025, with fee waivers/expense reimbursements of ($564,033) and ($899,053) respectively. The Board unanimously recommends approval to ensure uninterrupted advisory services, with an interim agreement in place for up to 150 days if shareholder approval is delayed.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines the continuity plan for the Cantor Fitzgerald Infrastructure Fund's management and sub-advisory services following a significant ownership transfer at its parent company, Cantor Fitzgerald, L.P. While the change in control triggers a legal requirement for new agreements, the filing emphasizes that there will be no changes to fees, investment strategy, or portfolio managers, providing stability for current investors. For employees of the Adviser and Sub-Adviser, it signals business as usual, maintaining their roles and responsibilities. In the broader market, it demonstrates how investment funds navigate regulatory requirements during ownership transitions, ensuring investor protection and operational continuity in a competitive infrastructure investment landscape.

Risk Assessment

Risk Level: low — The risk level is low because the filing explicitly states there will be 'no increase in the advisory fee' and 'no increases in the sub-advisory fees' as a consequence of the transaction. Furthermore, the 'Funds investment strategy, management policies, and portfolio managers will not change' with the new agreements, indicating continuity in operations and cost structure.

Analyst Insight

Investors should vote in favor of the new management and sub-advisory agreements. This action ensures the uninterrupted operation of the Fund's advisory services without any changes to fees, investment strategy, or portfolio management, maintaining the status quo of their investment.

Financial Highlights

debt To Equity

N/A

revenue

$3,151,493

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Key Numbers

• 1.50% — Annual Management Fee Rate (Percentage of the Fund's daily net assets, unchanged from prior agreement)
• $475,479 — Advisory Fees Accrued (For fiscal year ended March 31, 2024)
• ($564,033) — Fee Waiver/Expense Reimbursement (For fiscal year ended March 31, 2024)
• $3,151,493 — Advisory Fees Accrued (For fiscal year ended March 31, 2025)
• ($899,053) — Fee Waiver/Expense Reimbursement (For fiscal year ended March 31, 2025)
• $318,717 — Fees Recaptured (From previously waived fees or reimbursed expenses for fiscal year ended March 31, 2025)
• 150 days — Interim Agreement Duration (Maximum period the interim agreements can provide advisory services if new agreements are not approved)
• May 19, 2025 — Transaction Announcement Date (Date of Howard W. Lutnick's ownership transfer announcement)
• July 31, 2025 — Record Date (Shareholders of record entitled to vote at the Special Meeting)
• November 24, 2025 — Special Meeting Date (Date of the Special Meeting of Shareholders)

Key Players & Entities

• Cantor Fitzgerald Infrastructure Fund (company) — the Fund seeking shareholder approval
• Cantor Fitzgerald Investment Advisors, L.P. (company) — the Fund's investment adviser
• Capital Innovations, LLC (company) — the Fund's investment sub-adviser
• Cantor Fitzgerald, L.P. (company) — parent company of the Adviser
• Howard W. Lutnick (person) — former Chairman and CEO of CFLP
• Brandon Lutnick (person) — current Chairman and CEO of CFLP and controlling trustee
• William Ferri (person) — Trustee and Chairman of Cantor Fitzgerald Infrastructure Fund
• SEC (regulator) — Securities and Exchange Commission
• $475,479 (dollar_amount) — Advisory Fees Accrued in Fiscal Year 2024
• $3,151,493 (dollar_amount) — Advisory Fees Accrued in Fiscal Year 2025

FAQ

Risk Factors

• Assignment of Investment Advisory Agreements [high — regulatory]: A change in control of the Adviser, Cantor Fitzgerald Investment Advisors, L.P., triggered an automatic termination of the existing management and sub-advisory agreements under the Investment Company Act of 1940. This necessitates shareholder approval for new agreements to ensure uninterrupted advisory services. Failure to obtain approval could lead to a disruption in fund management.
• Interim Agreement Contingency [medium — operational]: The Fund has entered into interim agreements with the Adviser and Sub-Adviser, valid for up to 150 days, to ensure continuity of services if new agreements are not approved by shareholders by the Effective Date. Compensation under these interim agreements is held in escrow, with payouts contingent on shareholder approval, introducing a layer of operational complexity and potential financial uncertainty.
• Fee Structure Continuity [low — financial]: The proposed new management and sub-advisory agreements maintain the same advisory fee of 1.50% of the Fund's daily net assets. While this ensures fee stability, it also means the Fund will continue to incur these costs, which amounted to $3,151,493 in advisory fees for fiscal year 2025, before considering waivers of ($899,053).

Industry Context

The infrastructure fund sector operates within a specialized segment of the broader asset management industry, focusing on investments in physical assets like utilities, transportation, and energy. This sector is often characterized by long-term investment horizons, stable cash flows, and a need for specialized expertise in project finance and operational management. Competition exists among various specialized funds and larger diversified asset managers seeking to capture yield-oriented and inflation-hedging mandates.

Regulatory Implications

The primary regulatory implication stems from the Investment Company Act of 1940, which mandates shareholder approval for new investment advisory agreements following a change in control of the adviser. This process ensures investor protection by allowing shareholders to ratify or reject changes in management. The interim agreements are a standard mechanism to mitigate disruption during this approval period.

What Investors Should Do

1. Review the Proxy Statement carefully.
2. Vote to approve the new Management Agreement and Sub-Advisory Agreement.
3. Submit your proxy by mail, internet, or telephone before the Special Meeting date.

Key Dates

• 2025-02-12: Board of Trustees approved new management and sub-advisory agreements. — Indicates initial board-level endorsement of the proposed changes.
• 2025-05-19: Howard W. Lutnick's ownership transfer announced, triggering a change in control of the Adviser. — This event is the catalyst for the termination of prior agreements and the need for new shareholder-approved agreements.
• 2025-06-27: Board of Trustees approved new management and sub-advisory agreements. — Reaffirmed board approval following the change in control event.
• 2025-07-31: Record Date for shareholder eligibility to vote. — Determines which shareholders are entitled to vote at the Special Meeting.
• 2025-08-12: Proxy Statement and Notice of Special Meeting distributed. — Formally informs shareholders of the meeting, proposals, and voting procedures.
• 2025-11-24: Special Meeting of Shareholders. — The date shareholders will vote on the approval of the new management and sub-advisory agreements.

Glossary

DEF 14A

A definitive proxy statement filed with the SEC by companies to solicit shareholder votes. (This document is the DEF 14A for Cantor Fitzgerald Infrastructure Fund, detailing the proposals requiring shareholder approval.)

Investment Company Act of 1940

A U.S. federal law that regulates the organization and operation of mutual funds and other investment companies. (Key provisions of this Act, particularly regarding 'assignment' and change of control, necessitate the shareholder vote for new advisory agreements.)

Assignment

In the context of the 1940 Act, an assignment of an investment advisory contract typically occurs upon a change in control or ownership of the investment adviser, leading to automatic termination of the contract. (The change in control of Cantor Fitzgerald Investment Advisors, L.P. is deemed an assignment, triggering the termination of existing agreements.)

Advisory Fee

The fee paid by a fund to its investment adviser for managing its assets. (The Fund's advisory fee rate of 1.50% of net assets remains unchanged under the new agreements.)

Sub-Advisory Agreement

An agreement between a fund's primary investment adviser and another entity (the sub-adviser) to manage a portion of the fund's assets. (A new sub-advisory agreement with Capital Innovations, LLC is being presented for shareholder approval.)

Interim Agreement

A temporary agreement put in place to ensure continuity of services when a primary agreement is pending approval or has been terminated. (Interim management and sub-advisory agreements are in effect to cover the period between the termination of old agreements and potential approval of new ones.)

Escrow Account

A financial arrangement where a third party holds funds or assets until specific conditions are met. (Compensation earned under the interim agreements is held in escrow, with payouts dependent on shareholder approval of the new agreements.)

Year-Over-Year Comparison

This filing is primarily focused on seeking shareholder approval for new management and sub-advisory agreements due to a change in control event. Unlike a typical annual filing that might detail performance, significant strategy shifts, or executive compensation changes, this document's core purpose is regulatory compliance and continuity of operations. The key financial data provided relates to advisory fees accrued in fiscal years 2024 ($475,479) and 2025 ($3,151,493), with corresponding fee waivers, highlighting the operational costs associated with fund management.

Key Financial Figures

• $475,479 — d Fees or Reimbursed Expenses 2024 $475,479 ($564,033) $0 2025 $ 3,151,493 ($
• $564,033 — Reimbursed Expenses 2024 $475,479 ($564,033) $0 2025 $ 3,151,493 ($ 899,053 )
• $0 — Expenses 2024 $475,479 ($564,033) $0 2025 $ 3,151,493 ($ 899,053 ) $318
• $318,717 — $0 2025 $ 3,151,493 ($ 899,053 ) $318,717 Like the Prior Management Agreement,

Filing Documents

• cantor-proxy_statement.htm (DEF 14A) — 436KB
• ca001_v1.jpg (GRAPHIC) — 3KB
• 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
• 0001580642-25-005068.txt ( ) — 447KB

From the Filing

DEF 14A 1 cantor-proxy_statement.htm PRE 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 Fitzgerald Infrastructure Fund (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 Infrastructure Fund 110 E. 59th Street New York, NY 10022 Tel 855-9-CANTOR August 12, 2025 Dear Shareholder: Enclosed are a Notice and a Proxy Statement concerning a Special Meeting of Shareholders (the Special Meeting) of Cantor Fitzgerald Infrastructure Fund (the Fund). At the Special Meeting, shareholders of the Fund will be asked to approve: (i) a new management agreement (the New Management Agreement) between 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 Capital Innovations, LLC (Capital Innovations or the Sub-Adviser). On May 19, 2025, the 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 and the Adviser will remain in place. The Transaction will result in a change in control of the 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 the Funds previous Management Agreement with the Adviser (the Prior Management Agreement) on the Effective Date. The prior sub-advisory agreement for the Fund between the Adviser and Capital Innovations (the Prior Sub-Advisory Agreement and, together with the Prior Management Agreement, the Prior Agreements) will also terminate on the Effective Date as a result of the termination of the Prior Management Agreement. 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 Agreement is not so appr

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