DISTRIBUTION AGREEMENTDistribution Agreement • November 8th, 2024 • CION Grosvenor Infrastructure Fund • New York
THIS AGREEMENT is made as of ____________, 2024, between CION Grosvenor Infrastructure Fund, a Delaware statutory trust (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).
CION GROSVENOR INFRASTRUCTURE FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST July 25, 2024Agreement and Declaration of Trust • November 8th, 2024 • CION Grosvenor Infrastructure Fund
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made on July 25, 2024, by and among the individuals executing this Declaration (as defined below) as Trustees and the holders from time to time of the shares of beneficial interest issued hereunder.
DEALER MANAGER AGREEMENTDealer Manager Agreement • November 8th, 2024 • CION Grosvenor Infrastructure Fund
The undersigned, CION Grosvenor Infrastructure Fund (the “Fund”), a Delaware statutory trust, is conducting a continuous offering (the “Offering”) of its shares of beneficial interest (collectively, the “Shares”). The Fund desires for you, CION Securities, LLC, a Delaware limited liability company (the “Dealer Manager” or “you”), to act as its Dealer Manager in connection with the offer and sales of the Shares to the public in the Offering. In connection with the sales of Shares, the Fund hereby confirms its agreement with you, as Dealer Manager, as follows:
FORM OF TRADEMARK LICENSE AGREEMENTTrademark License Agreement • November 8th, 2024 • CION Grosvenor Infrastructure Fund • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of [ ], 2024 (the “Effective Date”) by and between CION Investment Group, LLC, a Delaware limited liability company (the “Licensor”), CION Grosvenor Infrastructure Fund, a statutory trust organized under the laws of the State of Delaware and CION Grosvenor Infrastructure Master Fund, LLC, a Delaware limited liability company (each a “Fund” and together with CGM, the “Licensees”) (each a “party,” and collectively, the “parties”).
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT CION Grosvenor Infrastructure Master Fund, LLCExpense Limitation and Reimbursement Agreement • November 8th, 2024 • CION Grosvenor Infrastructure Fund
AGREEMENT made as of the __ day of __________, 2024 by and between CION Grosvenor Infrastructure Master Fund, LLC, a Delaware limited liability company (the “Master Fund”), and CION Grosvenor Management, LLC, an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, (the “Adviser”).
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT CION Grosvenor Infrastructure FundExpense Limitation and Reimbursement Agreement • November 8th, 2024 • CION Grosvenor Infrastructure Fund
AGREEMENT made as of the __ day of ____, 2024 by and between CION Grosvenor Infrastructure Fund, a Delaware statutory trust (the “Fund”), and CION Grosvenor Management, LLC, an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, (the “Adviser”).
BROKER-DEALER SELLING AGREEMENTBroker-Dealer Selling Agreement • November 8th, 2024 • CION Grosvenor Infrastructure Fund • Colorado
THIS BROKER-DEALER SELLING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“Distributor”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1000, Denver, Colorado 80203, and ___________________________________, a _________________________ having its principal place of business at ________________________________________________________ (hereinafter “Broker-Dealer”).
Services AgreementServices Agreement • November 8th, 2024 • CION Grosvenor Infrastructure Fund • New York
CUSTODY AGREEMENT By and Between THE BANK OF NEW YORK MELLON And EACH ENTITY LISTED ON APPENDIX I HERETO, SEVERALLY AND NOT JOINTLYCustody Agreement • November 8th, 2024 • CION Grosvenor Infrastructure Fund • New York
This Custody Agreement (the “Agreement”) is made and entered into as of the latest date set forth on the signature page hereto by and between THE BANK OF NEW YORK MELLON, a New York state chartered bank (“BNY Mellon”), and EACH ENTITY LISTED ON APPENDIX I HERETO, on behalf of itself, its Series and any Subsidiary (as defined below), severally and not jointly (each individually, “Customer”). A separate custody agreement between each Customer and BNY Mellon effective as of the date set forth on Appendix I hereto (the “Effective Date”) will be deemed to have been established, the terms of which are set forth in this Agreement. BNY Mellon and Customer are collectively referred to as the “Parties” and individually as a “Party”.
MANAGEMENT AGREEMENTManagement Agreement • November 8th, 2024 • CION Grosvenor Infrastructure Fund
This MANAGEMENT AGREEMENT (“Agreement”) is made this ____ day of ___________, 2024, by and between CION Grosvenor Infrastructure Fund (the “Fund”) and CION Grosvenor Management, LLC, a limited liability company organized under the laws of the State of Delaware (the “Adviser”).
SUB-ADVISORY AGREEMENTSub-Advisory Agreement • November 8th, 2024 • CION Grosvenor Infrastructure Fund
This SUB-ADVISORY AGREEMENT (“Agreement”) is made this ____ day of ___________, 2024, by and between CION Grosvenor Management, LLC, a Delaware limited liability company (the “Adviser”), and Grosvenor Capital Management, L.P., an Illinois limited partnership (the “Sub-Adviser”).
