Expense Limitation and Waiver Agreement for Class S Shares
Expense Limitation and Waiver Agreement for Class S Shares
April 18, 2024
Xxxxxx Xxxxxxxxxx Infrastructure Fund
000 X. 00xx Xxxxxx
New York, NY 10022
Dear Board Members:
You have engaged us to act as the investment adviser to the Cantor Xxxxxxxxxx Infrastructure Fund (the “Trust” or the “Fund”), pursuant to a Management Agreement dated as of March 11, 2022 (“Management Agreement”).
Commencing on April 18, 2024 until at least July 31, 2027, subject to the consideration and approval of the Management Agreement by the Trust’s Board of Trustees (the “Board”), we agree to waive management fees and/or reimburse the Fund for expenses the Fund incurs attributable to Class S shares, to the extent necessary to maintain the Fund’s total annual operating expenses attributable to Class S shares after fee waivers and/or reimbursement (exclusive of any taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses, such as litigation or reorganization costs, but inclusive of organizational costs and offering costs) at the levels set forth in Appendix A attached hereto (the “Expense Limit”).
In addition to the Expense Limit, the Adviser also agrees to waive an additional portion of its advisory fee equal to an annual rate of 1.00% based on the average value of the daily net assets attributable to Class S shares (“Additional Fee Waiver”). This Additional Fee Waiver shall be coterminous with the Expense Limit. The Adviser is providing the Additional Fee Waiver in order to attract assets that will allow the Fund to achieve necessary economies of scale and fully implement the Fund’s investment strategy.
After the initial three-year period, the Expense Limitation Agreement shall continue in effect for successive twelve-month periods provided that such continuance is specifically approved at least annually by Xxxxxx Xxxxxxxxxx Investment Advisors, L.P. (the “Adviser”). Furthermore, the Expense Limitation Agreement may not be terminated by the Adviser, but may be terminated by the Board, on written notice to the Adviser. The Expense Limitation Agreement will automatically terminate with respect to the Fund if the Management Agreement for the Fund is terminated with such termination effective upon the effective date of the Management Agreement’s termination for the Fund (except that the Adviser shall maintain its right to repayment if the termination of Management Agreement is caused by a change in control of the Adviser or Xxxxxx Xxxxxxxxxx, X.X.). This Expense Limitation Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.
Any waiver or reimbursement by us is subject to repayment by the Fund provided the Adviser continues to serve as investment adviser to the Fund and subject to the limitations that: (1) the reimbursement for fees and expenses will be made only if payable not more than three years from the date in which they were incurred; and (2) the reimbursement may not be made if it would cause
the lesser of the Expense Limitation in place at the time of waiver or at the time of reimbursement to be exceeded.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
Yours Very Truly,
Xxxxxx Xxxxxxxxxx Investment Advisors, L.P.
| By: /s/ Xxxxxxx Xxxxxx |
| Name: Xxxxxxx Xxxxxx |
| Title: Chief Executive Officer |
| Date: April 25, 2024 |
ACCEPTANCE:
The foregoing Agreement is hereby accepted.
CANTOR XXXXXXXXXX INFRASTRUCTURE FUND
| By: /s/Xxxxxxx Xxxxx |
| Name: Xxxxxxx Xxxxx |
| Title: President and Principal Executive Officer |
| Date: April 25, 2024 |
Appendix A
| Fund and Class – Expense Limitation | Percentage of Average Daily Net Assets |
| Xxxxxx Xxxxxxxxxx Infrastructure Fund | 2.25%* |
*Expense Limitation does not include additional 1.00% Additional Fee Waiver by the Adviser.
