united
states
securities and exchange commission
washington, d.c. 20549
form n-csr
certified shareholder report of registered management
investment companies
Investment Company Act file number 811-23773
Cantor Fitzgerald Sustainable Infrastructure Fund
(Exact name of registrant as specified in charter)
110 E. 59th Street, New York, NY 10022
(Address of principal executive offices) (Zip code)
Corporation Services Company
251 Little Falls Drive, Wilmington, Delaware 19808
(Name and address of agent for service)
Registrant's telephone number, including area code: (212) 915-1722
Date of fiscal year end: 3/31
Date of reporting period: 3/31/23
Refile to update opinion to include audit of statement of cashflows
Item 1. Reports to Stockholders.
Electronic Reports Disclosure
As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will not be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary (such as a broker-dealer, registered investment advisor, or bank). Instead, the reports will be made available on the Fund’s website (www.cantorinfrastructurefund.com), and you will be notified electronically or by mail, depending on your elections, each time a report is posted and provided with a website link to access the report.
You may elect to receive all future reports in paper, free of charge. If you invest directly with the Fund, you can call the Fund toll-free at 855-9-CANTOR / 855-922-6867 or visit https://www.cantorinfrastructurefund.com/ and select “Login” followed by “Investor Access” to inform the Fund that you wish to start receiving paper copies of your shareholder reports. If you invest through a financial intermediary, you can contact your financial intermediary to request that you start to receive paper copies of your shareholder reports. Please note that not all financial intermediaries may offer this service. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the fund sponsor if you invest directly with a fund.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive electronic delivery of shareholder reports and other communications by: (i) calling the Fund toll-free at (855) 9-CANTOR / (855) 922-6867 or visiting https://www.cantorinfrastructurefund.com/ and select “Login” followed by “Investor Access”, if you invest directly with the Fund, or (ii) contacting your financial intermediary, if you invest through a financial intermediary. Please note that not all financial intermediaries offer this service.
| 2 |
Table of Contents
| Shareholder Letter | 4 | |
| Portfolio Review | 10 | |
| Schedule of Investments | 12 | |
| Statement of Assets and Liabilities | 14 | |
| Statement of Operations | 15 | |
| Statement of Changes in Net Assets | 16 | |
| Financial Highlights | 17 | |
| Notes to Financial Statements | 20 | |
| Expense Examples | 30 | |
| Report of Independent Registered Public Accounting Firm | 31 | |
| Additional Information | 32 | |
| Supplemental Information | 33 | |
| Privacy Policy | 35 |
| Cantor Fitzgerald Sustainable Infrastructure Fund | 3 |
Dear Shareholders:
We are pleased to present the annual report for Cantor Fitzgerald Sustainable Infrastructure Fund (the “Fund”) covering the period from its inception on June 30, 2022, through our first fiscal year end on March 31, 2023.
The Fund is a continuously offered, non -diversified, closed end interval fund registered under the Investment Company Act of 1940, as amended. The Fund strategically invests in a portfolio of infrastructure securities and seeks to invest in issuers that are helping to address certain United Nations Sustainable Development Goals.
During our first fiscal year ending March 31, 2023, the Fund’s load-waived Class A shares (NASDAQ: CAFIX) delivered a total return of 4.53% net of fees compared to the Standard & Poor’s (“S&P”) Global Infrastructure Index, which returned 4.29% without deduction for fees, expenses, or taxes. The resulting Fund performance versus the benchmark was 0.24% for the period.
As of March 31, 2023, 70.4% of the Fund’s net assets were invested in traded infrastructure holdings, with the remaining 29.6% in short -term investments and other assets, net. We continue to track private infrastructure markets closely and have witnessed reductions in net asset values of private investments over the last couple of quarters. We are confident that a methodical deployment of capital to private investments, both new issues and secondaries, over the coming four to six quarters will be an attractive entry point.
The Fund’s defensive positioning was beneficial from inception to mid-October 2022 as global central banks continued to raise short-term interest rates in an effort to slow the economy and reduce inflation. During this period, leading economic indicators deteriorated, earnings revisions turned negative, and housing slowed, resulting in a U.S. dollar rally, oil price declines, and the 10-year U.S. Treasury yield increasing from 2.7% in mid August to 4.2% following Federal Reserve Chair Jerome Powell’s hawkish comments.
Beginning in mid-October 2022 however, the capital markets started to discount an expected end to rising interest rates combined with a possible pivot by the Federal Reserve and the potential for a soft-landing of the economy resulting in weakening of the U.S. dollar and a recovery of European markets, particularly high beta sectors such as transportation, where the Fund is underweight. This move to a more aggressive market posture led to under performance until the turmoil surrounding the regional bank crisis at the end of February deflated this bear market rally. We continue to believe that the underlying fundamentals of the market are weak, with earnings estimates declining materially and leading economic indicators suggesting imminent recession.
Therefore, we believe earnings expectations are too high, especially in the second half of 2023 and into 2024, and that inflation will be more persistent compared to current market expectations. While we do believe that the tightening credit conditions, particularly in the U.S., will lead to an end of the Fed tightening cycle, we are maintaining our defensive positioning, particularly with an underweight European exposure, as we perceive elevated regional economic challenges combined with potential European banking issues. The Fund continues to be overweight sectors that are delivering superior relative earnings and dividend growth, such as utilities, independent power, and select capital goods producers, as well as energy infrastructure primarily due to one or more of three global megatrends: digital transformation, energy transition, and the improvement of aging infrastructure.
We believe the Fund is well positioned to benefit from the enduring and fundamental needs of today’s global population and deliver on its stated investment objectives through measured and mindful infrastructure investing.
We value your trust and confidence and thank you for your continued support.
Sincerely,
Michael
D. Underhill
Co-Portfolio Manager, Cantor Fitzgerald Sustainable Infrastructure Fund
Chris
A. Milner
Investment Committee Member
Managing Director, Cantor Fitzgerald
| 4 |
| Performance Metrics1 |
| As of March 31, 2023 (Unaudited) |
| 1 | The performance data quoted represents past performance. Current performance may be lower or higher than the performance data quoted above. The performance data does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the sale of Fund shares. Fund performance based on load-waived Class A shares and does not reflect any sales charge but does reflect management fees and other expenses. The maximum sales charge for Class A shares is 5.75%. If the data reflected the deduction of such charges, the performance would be lower. The Fund offers multiple different classes of shares. An investment in any share class of the Fund represents an investment in the same assets of the Fund. However, the purchase restrictions, ongoing fees, expenses, and performance for each share class are different. For more information on the differences in share classes, refer to the applicable prospectus, which can be found at: www.cantorinfrastructurefund.com. Past performance is no guarantee of future results. The investment return and principal value of an investment will fluctuate so that investor’s shares, when redeemed, may be worth more or less than their original cost. For current performance information, visit www.cantorinfrastructurefund.com. |
Due to financial statement adjustments, performance information presented herein for the Fund may differ from the Fund’s financial highlights, which are prepared in accordance with U.S. GAAP. Such differences generally are attributable to valuation adjustments to certain of the Fund’s investments, which are reflected in the financial statements.
Class A Inception Date: June 30, 2022
| As per the most recent prospectus: | Gross Expense Ratio for Class A: 4.49% |
| Net Expense Ratio for Class A: 3.00% (inclusive of estimated Acquired Fund Fees & Expenses) | |
The Adviser and the Fund have entered into an expense limitation and reimbursement agreement to the extent that they exceed 2.50% for Class A per annum of the Fund’s average daily net assets (the Expense Limitation). In consideration of the Adviser’s agreement to limit the Fund’s expenses, the Fund has agreed to repay the Adviser in the amount of any fees waived and Fund expenses paid or absorbed, 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. The Expense Limitation Agreement will remain in effect at least until July 31, 2024, unless and until the Board approves its modification or termination. This agreement may be terminated only by the Fund’s Board on 60 days’ written notice to the Adviser.
| Cantor Fitzgerald Sustainable Infrastructure Fund | 5 |
| Portfolio Holdings |
| As of March 31, 2023 (Unaudited) |
| SECURITY DESCRIPTION | TYPE | COUNTRY | WEIGHTING1 |
| Short-term investments and other assets, net | 29.60% | ||
| NextEra Energy, Inc. | Utilities | United States | 4.65% |
| Canadian Pacific Railway Ltd. | Industrials | Canada | 3.98% |
| Vistra Energy Corp. | Utilities | United States | 3.91% |
| Atlantica Sustainable Infrastructure PLC | Utilities | United Kingdom | 3.71% |
| Constellation Energy Corp. | Utilities | United States | 3.31% |
| RWE AG | Utilities | Germany | 3.15% |
| EQT Corp. | Energy | United States | 2.92% |
| Union Paci_c Corp. | Industrials | United States | 2.90% |
| AES Corp. | Utilities | United States | 2.84% |
| Cheniere Energy, Inc. | Energy | United States | 2.68% |
| Enbridge, Inc. | Energy | Canada | 2.55% |
| National Grid PLC | Utilities | United Kingdom | 2.38% |
| Waste Management, Inc. | Industrials | United States | 2.34% |
| DT Midstream, Inc. | Energy | United States | 2.09% |
| Exelon Corp. | Utilities | United States | 1.94% |
| Evoqua Water Technologies Corp. | Industrials | United States | 1.73% |
| TC Energy Corp. | Energy | Canada | 1.66% |
| Sempra Energy | Utilities | United States | 1.53% |
| ENLAY | Utilities | Italy | 1.51% |
| American Water Works Co., Inc. | Utilities | United States | 1.35% |
| TrandAlta Corp. | Utilities | Canada | 1.32% |
| Hannon Armstrong Sustainable Infrastructure Capital, Inc. | Financials | United States | 1.20% |
| Edison International | Utilities | United States | 1.16% |
| The Williams Cos, Inc. | Energy | United States | 1.15% |
| NRG Energy, Inc. | Utilities | United States | 1.15% |
| Essential Utilities, Inc. | Utilities | United States | 1.11% |
| Dominion Resources, Inc. | Utilities | United States | 1.09% |
| FirstEnergy Corp. | Utilities | United States | 0.98% |
| Iberdrola SA | Utilities | Spain | 0.95% |
| Public Service Enterprise Group, Inc. | Utilities | United States | 0.95% |
| Nisource, Inc. | Utilities | United States | 0.87% |
| CMS Energy Corp. | Utilities | United States | 0.82% |
| SBA Communications Corp. | Communications | United States | 0.80% |
| Entergy Corp. | Utilities | United States | 0.62% |
| SolarEdge Technologies, Inc. | Energy | Israel | 0.61% |
| Atmos Energy Corp. | Utilities | United States | 0.58% |
| UGP | Energy | Brazil | 0.57% |
| Digital Realty Trust, Inc. | Digital Infrastructure |
United States | 0.57% |
| DTE Energy Co. | Utilities | United States | 0.52% |
| American Electric Power Co., Inc. | Utilities | United States | 0.24% |
| TOTAL | 100% |
Portfolio Exposure (Unaudited)
ASSET TYPE
INFRASTRUCTURE TYPE
As a percent of net assets. Allocations are subject to change.
The holdings are presented to illustrate the diversity of areas in which the Fund may invest and may not be representative of the Fund’s future investments. Portfolio holdings are subject to change and should not be considered investment advice.
Under normal market conditions and once the Fund reaches scale, the Adviser and Sub-Adviser intend to pursue an allocation of approximately 70% of its assets in private institutional infrastructure investment funds and to invest approximately 30% of its assets in publicly traded equity and debt securities of infrastructure-related companies, both domestic and foreign, primarily denominated in U.S. dollars.
| 6 |
| Investment Management Team (Unaudited) |
ADVISER
|
Cantor Fitzgerald Investment Advisors, L.P. (the “Adviser”) serves as the adviser to the Fund and is a wholly-owned subsidiary of Cantor Fitzgerald, L.P. (together with its affiliates, “Cantor Fitzgerald”) and a division of Cantor Fitzgerald Asset Management, which provides investment management, asset management and advisory services to investors in global fixed income, equity, and real assets markets through the use of mutual funds, exchange traded funds, interval funds, separately managed accounts, core real estate funds, opportunity zone funds and other private investment vehicles. |
CANTOR
FITZGERALD
A Tradition of Excellence Since 1945
| Global Footprint | Expansive Team |
| More than 160 offices in 22 countries | Over 12,000 employees worldwide |
| Primary Dealer | Investment Grade |
| One of the 25 primary dealers authorized to transact business with the Federal Reserve Bank of New York | Maintains an investment-grade credit rating by Standard & Poor’s and Fitch |
| Real Assets Expertise | |
| Over $118 billion in real assets-related transactions in 20221 | |
| 1 | Includes originated debt and non-originated debt placement transactions. |
Cantor refers to Cantor Fitzgerald, L.P., its subsidiaries, including Cantor Fitzgerald & Co., and its affiliates including BGC Partners (NASDAQ:BGCP) and Newmark (NASDAQ:NMRK). The Adviser is a wholly-owned subsidiary of Cantor Fitzgerald.
SUB-ADVISER
|
Capital Innovations, LLC (the “Sub-Adviser”) is a private investment firm specializing in private and public market real assets strategies including infrastructure, real estate, and natural resources. The Sub-Adviser was founded in 2007 to enable investors to benefit form the transition to a resource constrained economy. |
A Real Assets Specialist
| Infrastructure Expertise | Sustainability Focused |
| Advised on or invested in more than $9 billion of infrastructure opportunities in both public and private markets | Incorporated sustainability and environmental, social, and governance (“ESG”) standards into their investment process since inception |
| Time-Tested Approach | Experienced Team |
| Experience through multiple market cycles and economic environments | Decades of infrastructure, real assets and portfolio management experience |
| Cantor Fitzgerald Sustainable Infrastructure Fund | 7 |
| Glossary (Unaudited) |
NASDAQ: An electronic stock market listing over 5,000 companies. The NASAQ stock market comprises two separate markets, namely the Nasdaq National Market, which trades large, active securities and the NASDAQ Capital Market that trades emerging growth companies.
S&P 500 Total Return Index: The Standard & Poor’s index calculated on a total return basis. This index includes a representative sample of 500 leading companies in leading industries of the U.S. economy. Although the S&P 500 focuses on the large cap segment of the market, with over 80% coverage of U.S. equities, it also serves as a proxy for the total market. The total return calculation provides investors with a price plus gross cash dividend return. Gross cash dividends are applied on the ex date of the dividend.
S&P Global Infrastructure Index TR: This index tracks 75 publicly traded companies from around the world representing the listed infrastructure industry while maintaining liquidity and tradability. To create diversified exposure, the index includes three distinct infrastructure clusters: energy, transportation, and utilities.
Bloomberg U.S. Aggregate Bond Index: A broad base, market capitalization-weighted bond market index representing intermediate term investment grade bonds traded in the United States. Investors frequently use the index as a stand-in for measuring the performance of the US bond market.
| 8 |
| Important Disclosures (Unaudited) |
The information contained herein is not an offer to sell or a solicitation of an offer to buy the securities described herein. Such an offer or solicitation can be made only through the prospectus relating to the offering, which is always controlling and supersedes the information contained herein in its entirety. The prospectus may be obtained by calling (855) 9-CANTOR / (855) 922-6867.
The Fund defines an infrastructure company as a company that derives at least 50% of its revenues or profits from, or devotes at least 50% of its assets to, the ownership, management, development, construction, renovation, enhancement, or operation of infrastructure assets or the provision of services to companies engaged in such activities. Infrastructure assets may include, among other asset types, regulated assets (such as electricity generation, transmission and distribution facilities, gas transportation and distribution systems, water distribution, and wastewater collection and processing facilities), transportation assets (such as toll roads, airports, seaports, railway lines, intermodal facilities), renewable power generation (wind, solar and hydropower) and communications assets (including broadcast and wireless towers, fiber, data centers, distributed network systems and satellite networks).
Investing involves risk, including loss of principal. There is no guarantee that the Fund will meet its investment objective. There is no guarantee that any investing strategy will be successful. The Fund is a closed-end investment company.
ESG and sustainable investing may take into consideration factors beyond traditional financial information to select securities, which could result in relative investment performance deviating from other strategies or broad market benchmarks, depending on whether such sectors or investments are in or out of favor in the market. Further, ESG and Sustainable investing strategies may rely on certain values-based criteria to eliminate exposures found in similar strategies or broad market benchmarks, which could also result in relative investment performance deviating. There is no assurance that employing ESG and sustainable strategies will result in more favorable investment performance.
The Fund is subject to the risks associated with investment in infrastructure-related companies. Risks associated with infrastructure-related companies include: (a) realized revenue volume may be significantlylower than projected and/or there will be cost overruns; (b) infrastructure project sponsors will alter their terms making a project no longer economical; (c) macroeconomic factors such as low gross domestic product growth or high nominal interest rates will raise the average cost of infrastructure funding; (d) government
regulation may affect rates charged to infrastructure customers; (e) government budgetary constraints will impact infrastructure projects; (f) special tariffs will be imposed; and (g) changes in tax laws, regulatory policies or accounting standards could be unfavorable. Other risks include environmental damage due to a company’s operations or an accident, a natural disaster, changes in market sentiment towards infrastructure and terrorist acts. Any of these events could cause the value of the Fund’s investments in infrastructure-related companies to decline.
By investing in the Fund, a shareholder will not be deemed to be an investor in any underlying fund and will not have the ability to exercise any rights attributable to an investor in any such underlying fund related to their investment. The Fund’s investment in Private Investment Funds will require it to bear a pro rata share of the vehicles’ expenses, including management and performance fees. Also, once an investment is made in a Private Investment Fund, neither the Adviser nor any Sub-Adviser will be able to exercise control over investment decisions made by the Private Investment Fund. The Fund may invest in securities of other investment companies, including ETFs. The Fund will indirectly bear its proportionate share of any management fees and other expenses paid by investment companies in which it invests, in addition to the management fees (and other expenses) paid by the Fund.
| Cantor Fitzgerald Sustainable Infrastructure Fund | 9 |
| Cantor Fitzgerald Sustainable Infrastructure Fund |
| Portfolio Review (Unaudited) |
| March 31, 2023 |
Average Annual Total Return through March 31, 2023*, as compared to its benchmark:
| Inception through | |
| March 31, 2023 | |
| Cantor Fitzgerald Sustainable Infrastructure Fund Class A** | 4.53% |
| Cantor Fitzgerald Sustainable Infrastructure Fund Class A with load** | -1.48% |
| Cantor Fitzgerald Sustainable Infrastructure Fund Class C*** | 2.49% |
| Cantor Fitzgerald Sustainable Infrastructure Fund Class I*** | 2.51% |
| S&P Global Infrastructure Index**** | 4.29%**/2.83%*** |
| * | The performance data quoted here represents past performance. The performance comparison includes reinvestment of all dividends and capital gains and has been adjusted for the Class A maximum applicable sales charge of 5.75%. Current performance may be lower or higher than the performance data quoted above. Past performance is no guarantee of future results. The investment return and principal value of an investment will fluctuate so that investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. Performance figures for periods greater than 1 year are annualized. The Fund’s adviser has contractually agreed to reduce its fees and to reimburse expenses at least until July 31, 2024. The Fund’s total annual operating expenses, before fee waiver and/or reimbursements, is 4.49%, 5.24%, and 4.24% for Class A, Class C, and Class I, respectively, per the most recent prospectus. After fee waivers and/or reimbursements, the Fund’s net operating expense is 3.00%, 3.75%, 2.75% for Class A, Class C, and Class I shares, repsectively. The Fund’s total annual fund operating expenses after fee waiver and/or reimbursement (including all organizational and offering expenses, but excluding interest, brokerage commissions, acquired fund fees and expenses and extraordinary expenses) will not exceed 2.50%, 3.25%, and 2.25% of average daily net assets attributable to Class A, Class C, and Class I, respectively, per the most recent prospectus. For performance information current to the most recent month-end, please call toll-free 1-855-9-CANTOR. |
| ** | Inception date is June 30, 2022. |
| *** | Inception date is March 20, 2023. |
| **** | The S&P Global Infrastructure Index is designed to track 75 companies from around the world chosen to represent the listed infrastructure industry while maintaining liquidity and tradability. You cannot invest directly in an index and unmanaged index returns do not reflect any fees, expenses or sales charges. |
| 10 |
| Cantor Fitzgerald Sustainable Infrastructure Fund |
| Portfolio Review (Unaudited) (Continued) |
| March 31, 2023 |
| Holdings by Industry as of March 31, 2023 | % of Net Assets | |||
| Electric Utilities | 38.7 | % | ||
| Energy Infrastructure | 13.6 | % | ||
| Transportation & Logistics | 7.0 | % | ||
| Gas & Water Utilities | 3.9 | % | ||
| Commercial Support Services | 2.3 | % | ||
| Machinery | 1.7 | % | ||
| Financials | 1.2 | % | ||
| Communications | 0.8 | % | ||
| Renewable Energy | 0.6 | % | ||
| Digital Infrastructure | 0.6 | % | ||
| Short-Term Investments | 27.9 | % | ||
| Other Assets in Excess of Liabilities | 1.7 | % | ||
| 100.0 | % | |||
Please refer to the Schedule of Investments in this annual report for a detailed listing of the Fund’s holdings.
| Cantor Fitzgerald Sustainable Infrastructure Fund | 11 |
| Cantor Fitzgerald Sustainable Infrastructure Fund |
| Schedule of Investments |
| March 31, 2023 |
| Shares | Fair Value | |||||||
| COMMON STOCKS — 70.4% | ||||||||
| COMMERCIAL SUPPORT SERVICES - 2.3% | ||||||||
| 1,727 | Waste Management, Inc. | $ | 281,795 | |||||
| COMMUNICATIONS - 0.8% | ||||||||
| 370 | SBA Communications Corporation, A | 96,596 | ||||||
| DIGITAL INFRASTRUCTURE - 0.6% | ||||||||
| 696 | Digital Realty Trust, Inc. | 68,424 | ||||||
| ELECTRIC UTILITIES - 38.7% | ||||||||
| 14,179 | AES Corporation (The) | 341,430 | ||||||
| 321 | American Electric Power Company, Inc. | 29,208 | ||||||
| 15,110 | Atlantica Sustainable Infrastructure plc | 446,652 | ||||||
| 1,607 | CMS Energy Corporation | 98,638 | ||||||
| 5,081 | Constellation Energy Corporation | 398,859 | ||||||
| 2,356 | Dominion Energy, Inc. | 131,724 | ||||||
| 573 | DTE Energy Company | 62,766 | ||||||
| 1,960 | Edison International | 138,356 | ||||||
| 30,000 | Enel SpA - ADR | 181,200 | ||||||
| 696 | Entergy Corporation | 74,987 | ||||||
| 5,570 | Exelon Corporation | 233,327 | ||||||
| 2,940 | FirstEnergy Corporation | 117,776 | ||||||
| 2,290 | Iberdrola S.A. - ADR | 113,859 | ||||||
| 4,220 | National Grid PLC - ADR | 286,918 | ||||||
| 7,256 | NextEra Energy, Inc. | 559,293 | ||||||
| 4,084 | NRG Energy, Inc. | 140,040 | ||||||
| 1,826 | Public Service Enterprise Group, Inc. | 114,034 | ||||||
| 8,829 | RWE A.G. - ADR | 379,824 | ||||||
| 1,221 | Sempra Energy | 184,566 | ||||||
| 18,100 | TRANSALTA CORP. | 158,375 | ||||||
| 19,628 | Vistra Corporation | 471,072 | ||||||
| 4,662,904 | ||||||||
| ENERGY INFRASTRUCTURE - 13.6% | ||||||||
| 2,050 | Cheniere Energy, Inc. | 323,080 | ||||||
| 5,099 | DT Midstream, Inc. | 251,738 | ||||||
| 8,033 | Enbridge, Inc. | 306,459 | ||||||
| 11,025 | EQT Corporation | 351,808 | ||||||
| 5,141 | TC Energy Corporation | 200,036 | ||||||
| 25,000 | Ultrapar Participacoes S.A. | 68,250 | ||||||
| 4,655 | Williams Companies, Inc. (The) | 138,998 | ||||||
| 1,640,369 | ||||||||
See accompanying notes which are an integral part of these financial statements.
| 12 |
| Cantor Fitzgerald Sustainable Infrastructure Fund |
| Schedule of Investments (Continued) |
| March 31, 2023 |
| Shares | Fair Value | |||||||
| COMMON STOCKS — 70.4% (Continued) | ||||||||
| FINANCIALS - 1.2% | ||||||||
| 5,065 | Hannon Armstrong Sustainable Infrastructure Capital, Inc. | $ | 144,859 | |||||
| GAS & WATER UTILITIES - 3.9% | ||||||||
| 1,109 | American Water Works Company, Inc. | 162,457 | ||||||
| 621 | Atmos Energy Corporation | 69,776 | ||||||
| 3,063 | Essential Utilities, Inc. | 133,700 | ||||||
| 3,749 | NiSource, Inc. | 104,822 | ||||||
| 470,755 | ||||||||
| MACHINERY - 1.7% | ||||||||
| 4,193 | Evoqua Water Technologies Corporation(a) | 208,476 | ||||||
| RENEWABLE ENERGY - 0.6% | ||||||||
| 241 | SolarEdge Technologies, Inc.(a) | 73,252 | ||||||
| TRANSPORTATION & LOGISTICS – 7.0% | ||||||||
| 6,225 | Canadian Pacific Railway Ltd. | 478,951 | ||||||
| 1,736 | Union Pacific Corporation | 349,387 | ||||||
| 828,338 | ||||||||
| TOTAL COMMON STOCKS (Cost $8,259,074) | 8,475,768 | |||||||
| SHORT-TERM INVESTMENTS — 27.9% | ||||||||
| MONEY MARKET FUNDS - 27.9% | ||||||||
| 3,357,778 | Morgan Stanley Institutional Liquidity Funds, Institutional Class, 4.75% (Cost $3,357,778)(b) | 3,357,778 | ||||||
| TOTAL INVESTMENTS - 98.3% (Cost $11,616,852) | $ | 11,833,546 | ||||||
| OTHER ASSETS IN EXCESS OF LIABILITIES - 1.7% | 206,216 | |||||||
| NET ASSETS - 100.0% | $ | 12,039,762 | ||||||
ADR – American Depositary Receipt
LTD – Private Limited Company
PLC – Public Limited Company
REIT – Real Estate Investment Trust
S.A - Société Anonyme
| (a) | Non-income producing security. |
| (b) | Rate disclosed is the seven day effective yield as of March 31, 2023. |
See accompanying notes which are an integral part of these financial statements.
| Cantor Fitzgerald Sustainable Infrastructure Fund | 13 |
| Cantor Fitzgerald Sustainable Infrastructure Fund |
| Statement of Assets and Liabilities |
| March 31, 2023 |
| Assets | ||||
| Investments in securities at fair value (cost $11,616,852) | $ | 11,833,546 | ||
| Cash | 1,639 | |||
| Receivable for fund shares sold | 154,000 | |||
| Dividends receivable | 25,117 | |||
| Receivable from Adviser (See note 4) | 83,462 | |||
| Prepaid offering costs | 42,987 | |||
| Prepaid expenses | 39,342 | |||
| Total Assets | 12,201,923 | |||
| Liabilities | ||||
| Payable for fund shares redeemed | 24,312 | |||
| Payable for distributions | 2,142 | |||
| Payable for shareholder servicing fees, Class A | 5,292 | |||
| Payable for shareholder servicing fees, Class C | 8 | |||
| Payable for distribution fees, Class C | 23 | |||
| Payable to Administrator | 27,708 | |||
| Payable to Trustees | 17,250 | |||
| Other accrued expenses | 63,596 | |||
| Total Liabilities | 162,161 | |||
| Net Assets | $ | 12,039,762 | ||
| Net Assets consist of: | ||||
| Paid-in capital | 11,863,419 | |||
| Accumulated earnings | 176,343 | |||
| Net Assets | $ | 12,039,762 | ||
| Class A | ||||
| Net Assets | $ | 6,274,278 | ||
| Shares outstanding (unlimited number of shares authorized, no par value) | 602,384 | |||
| Net asset value, offering and redemption price per share | $ | 10.42 | ||
| Maximum offering price (net asset value plus maximum sales charge of 5.75%) | $ | 11.06 | ||
| Class C | ||||
| Net Assets | $ | 102,464 | ||
| Shares outstanding (unlimited number of shares authorized, no par value) | 9,854 | |||
| Net asset value, offering and redemption price per share(a) | $ | 10.40 | ||
| Class I | ||||
| Net Assets | $ | 5,663,020 | ||
| Shares outstanding (unlimited number of shares authorized, no par value) | 544,632 | |||
| Net asset value, offering and redemption price per share | $ | 10.40 | ||
| (a) | Class C shareholders may be subject to a contingent deferred sales charge on shares repurchased during the first 365 days after their purchase. |
See accompanying notes which are an integral part of these financial statements.
| 14 |
| Cantor Fitzgerald Sustainable Infrastructure Fund |
| Statement of Operations |
| For the period ended March 31, 2023(a) |
| Investment Income | ||||
| Dividend income (net of foreign taxes withheld of $3,279) | $ | 172,871 | ||
| Total investment income | 172,871 | |||
| Expenses | ||||
| Investment Adviser fees | 79,830 | |||
| Distribution fees, Class C | 22 | |||
| Shareholder servicing fees, Class A | 12,950 | |||
| Shareholder servicing fees, Class C | 8 | |||
| Offering Costs | 90,400 | |||
| Legal fees | 84,448 | |||
| Administration fees | 65,664 | |||
| Transfer agent fees | 65,558 | |||
| Trustee fees | 49,750 | |||
| Audit and tax preparation fees | 37,135 | |||
| Compliance service fees | 24,995 | |||
| Printing and postage expenses | 22,941 | |||
| Custodian fees | 20,995 | |||
| Fund accounting fees | 13,881 | |||
| Insurance expenses | 10,550 | |||
| Miscellaneous expenses | 11,504 | |||
| Total expenses | 590,631 | |||
| Fees contractually waived by Adviser | (457,504 | ) | ||
| Net operating expenses | 133,127 | |||
| Net investment income | 39,744 | |||
| Net Realized and Change in Unrealized Gain (Loss) on Investments | ||||
| Net realized loss on: | ||||
| Investment securities | (44,510 | ) | ||
| Foreign currency translations | (170 | ) | ||
| Net change in unrealized appreciation on: | ||||
| Investment securities transactions | 216,693 | |||
| Foreign currency translations | 3 | |||
| Net realized and change in unrealized gain on investments | 172,016 | |||
| Net increase in net assets resulting from operations | $ | 211,760 | ||
| (a) | The Fund commenced operations on June 30, 2022. |
See accompanying notes which are an integral part of these financial statements.
| Cantor Fitzgerald Sustainable Infrastructure Fund | 15 |
| Cantor Fitzgerald Sustainable Infrastructure Fund |
| Statement of Changes in Net Assets |
| March 31, 2023 |
| For the | ||||
| Period Ended | ||||
| March 31, 2023(a) | ||||
| Increase (Decrease) in Net Assets due to: | ||||
| Operations | ||||
| Net investment income | $ | 39,744 | ||
| Net realized loss on investment securities transactions and foreign currency translations | (44,680 | ) | ||
| Net change in unrealized appreciation of investment securities and foreign currency translations | 216,696 | |||
| Net increase in net assets resulting from operations | 211,760 | |||
| Distributions to Shareholders from Earnings (Note 2)(b) | ||||
| Class A | (21,285 | ) | ||
| Class C | (224 | ) | ||
| Class I | (13,908 | ) | ||
| Net decrease in net assets resulting from distributions | (35,417 | ) | ||
| Capital Transactions Class A | ||||
| Proceeds from shares sold | 11,755,001 | |||
| Reinvestment of distributions | 18,645 | |||
| Amount paid for shares redeemed(c) | (5,649,250 | ) | ||
| Total – Class A | 6,124,396 | |||
| Capital Transactions Class C(b) | ||||
| Proceeds from shares sold(c) | 100,000 | |||
| Reinvestment of distributions | 224 | |||
| Total – Class C | 100,224 | |||
| Capital Transactions Class I(b) | ||||
| Proceeds from shares sold(c) | 5,524,891 | |||
| Reinvestment of distributions | 13,908 | |||
| Total – Class I | 5,538,799 | |||
| Net increase in net assets resulting from capital transactions | 11,763,419 | |||
| Total Increase in Net Assets | 11,939,762 | |||
| Net Assets | ||||
| Beginning of period | $ | 100,000 | (d) | |
| End of period | $ | 12,039,762 | ||
| Share Transactions Class A | ||||
| Shares sold | 1,156,011 | |||
| Shares issued in reinvestment of distributions | 1,788 | |||
| Shares redeemed(c) | (555,415 | ) | ||
| Total – Class A | 602,384 | |||
| Share Transactions Class C(b) | ||||
| Shares sold(c) | 9,833 | |||
| Shares issued in reinvestment of distributions | 21 | |||
| Total – Class C | 9,854 | |||
| Share Transactions Class I(b) | ||||
| Shares sold(c) | 543,295 | |||
| Shares issued in reinvestment of distributions | 1,337 | |||
| Total – Class I | 544,632 | |||
| Net increase in shares outstanding | 1,156,871 | |||
| (a) | The Fund commenced operations on June 30, 2022. |
| (b) | Class C and Class I commenced operations on March 20, 2023. |
| (c) | 501,475 Class A shares were redeemed to purchase 491,642 Class I shares and 9,833 Class C shares at the net asset value at the day of transfer, amounting to $5,100,000, during the period ended March 31, 2023. |
| (d) | Beginning capital of $100,000 was contributed by fund management of Cantor Fitzgerald Investment Advisors, L.P., investment advisor to the Fund, in exchange for 10,000 shares of the Class A in connection with the seeding of the Fund. |
See accompanying notes which are an integral part of these financial statements.
| 16 |
| Cantor Fitzgerald Sustainable Infrastructure Fund – Class A |
| Financial Highlights |
| (For a share outstanding during the period) |
| For the | ||||
| Period Ended | ||||
| March 31, 2023(a) | ||||
| Selected Per Share Data | ||||
| Net asset value, beginning of period | $ | 10.00 | ||
| Investment operations: | ||||
| Net investment income(b) | 0.05 | |||
| Net realized and unrealized gain on investments | 0.40 | |||
| Total from investment operations | 0.45 | |||
| Less distributions to shareholders from: | ||||
| Net investment income | (0.03 | ) | ||
| Total distributions | (0.03 | ) | ||
| Net asset value, end of period | $ | 10.42 | ||
| Total Return(c) | 4.53 | % (d) | ||
| Ratios and Supplemental Data: | ||||
| Net assets, end of period (000 omitted) | $ | 6,274 | ||
| Ratio of expenses to average net assets after expense waiver | 2.50 | % (e)(f) | ||
| Ratio of expenses to average net assets before expense waiver | 11.09 | % (e)(f) | ||
| Ratio of net investment income to average net assets after expense waiver | 0.68 | % (e)(g) | ||
| Portfolio turnover rate | 8 | % (d) | ||
| (a) | For the period June 30, 2022 (commencement of operations) to March 31, 2023. |
| (b) | Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period. |
| (c) | Total return represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions. |
| (d) | Not annualized. |
| (e) | Annualized. |
| (f) | Does not include the Fund’s share of the expenses of the underlying investment companies in which the Fund invests. |
| (g) | The recognition of investment income by the Fund is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
| Cantor Fitzgerald Sustainable Infrastructure Fund | 17 |
| Cantor Fitzgerald Sustainable Infrastructure Fund – Class C |
| Financial Highlights |
| (For a share outstanding during the period) |
| For the | ||||
| Period Ended | ||||
| March 31, 2023(a) | ||||
| Selected Per Share Data | ||||
| Net asset value, beginning of period | $ | 10.17 | ||
| Investment operations: | ||||
| Net investment income(b) | 0.01 | |||
| Net realized and unrealized gain on investments | 0.24 | |||
| Total from investment operations | 0.25 | |||
| Less distributions to shareholders from: | ||||
| Net investment income | (0.02 | ) | ||
| Total distributions | (0.02 | ) | ||
| Net asset value, end of period | $ | 10.40 | ||
| Total Return(c) | 2.49 | % (d) | ||
| Ratios and Supplemental Data: | ||||
| Net assets, end of period (000 omitted) | $ | 102 | ||
| Ratio of expenses to average net assets after expense waiver | 3.25 | % (e)(f) | ||
| Ratio of expenses to average net assets before expense waiver | 11.84 | % (e)(f) | ||
| Ratio of net investment loss to average net assets after expense waiver | 1.73 | % (e)(g) | ||
| Portfolio turnover rate | 8 | % (d) | ||
| (a) | For the period March 20, 2023 (commencement of operations) to March 31, 2023. |
| (b) | Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period. |
| (c) | Total return represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions. |
| (d) | Not annualized. |
| (e) | Annualized. |
| (f) | Does not include the Fund’s share of the expenses of the underlying investment companies in which the Fund invests. |
| (g) | The recognition of investment income by the Fund is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
| 18 |
| Cantor Fitzgerald Sustainable Infrastructure Fund – Class I |
| Financial Highlights |
| (For a share outstanding during the period) |
| For the | ||||
| Period Ended | ||||
| March 31, 2023(a) | ||||
| Selected Per Share Data | ||||
| Net asset value, beginning of period | $ | 10.17 | ||
| Investment operations: | ||||
| Net investment income(b) | 0.01 | |||
| Net realized and unrealized gain on investments | 0.25 | |||
| Total from investment operations | 0.26 | |||
| Less distributions to shareholders from: | ||||
| Net investment income | (0.03 | ) | ||
| Total distributions | (0.03 | ) | ||
| Net asset value, end of period | $ | 10.40 | ||
| Total Return(c) | 2.51 | % (d) | ||
| Ratios and Supplemental Data: | ||||
| Net assets, end of period (000 omitted) | $ | 5,663 | ||
| Ratio of expenses to average net assets after expense waiver | 2.25 | % (e)(f) | ||
| Ratio of expenses to average net assets before expense waiver | 10.84 | % (e)(f) | ||
| Ratio of net investment income to average net assets after expense waiver | 2.87 | % (e)(g) | ||
| Portfolio turnover rate | 8 | % (d) | ||
| (a) | For the period March 20, 2023 (commencement of operations) to March 31, 2023. |
| (b) | Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period. |
| (c) | Total return represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of distributions. |
| (d) | Not annualized. |
| (e) | Annualized. |
| (f) | Does not include the Fund’s share of the expenses of the underlying investment companies in which the Fund invests. |
| (g) | The recognition of investment income by the Fund is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
| Cantor Fitzgerald Sustainable Infrastructure Fund | 19 |
| Cantor Fitzgerald Sustainable Infrastructure Fund |
| Notes to Financial Statements |
| March 31, 2023 |
| 1. | ORGANIZATION |
Cantor Fitzgerald Sustainable Infrastructure Fund (the “Fund”) was organized as a Delaware statutory trust on December 16, 2021 and is registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), as a continuously offered, non-diversified, closed-end management investment company. The Fund is an interval fund that will provide limited liquidity by offering to make quarterly repurchases of shares at net asset value (“NAV”), which will be calculated on a daily basis. The Fund’s investment objective is to maximize total return, with an emphasis on current income, while seeking to invest in issuers that are helping to address certain United Nations Sustainable Development Goals (“SDGs”) through their products and services.
The Fund currently offers three classes of shares: Class A, Class C, and Class I shares. Class A shares commenced operations on June 30, 2022, and Class C and I commenced operations on March 20, 2023. Class A shares are offered at net asset value plus a maximum sales charge of 5.75%, while Class C and I are not subject to a sales load.
| 2. | SIGNIFICANT ACCOUNTING POLICIES |
The following is a summary of significant accounting policies followed by the Fund in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946 “Financial Services – Investment Companies”.
Securities Valuation – The Fund may hold securities, such as private investments, interests in commodity pools, other non-traded securities or temporarily illiquid securities, for which market quotations are not readily available or are determined to be unreliable. These securities will be valued using the “fair value” procedures approved by the Board of Trustees (“Board”). The Board has delegated execution of these procedures to the Cantor Fitzgerald Investment Advisors, L.P. (the “Adviser”) as its valuation designee (the “Valuation Designee”). The Board may also enlist third party consultants such as a valuation specialist at a public accounting firm, valuation consultant or financial officer of a security issuer on an as-needed basis to assist the Valuation Designee in determining a security-specific fair value. The Board is responsible for reviewing and approving fair value methodologies utilized by the Valuation Designee, which approval shall be based upon whether the Valuation Designee followed the valuation procedures established by the Board.
Valuation of Public Securities – Readily marketable portfolio securities listed on a public exchange are valued at their current market values determined on the basis of market quotations obtained from independent pricing services approved by the Board. Such quotes typically utilize official closing prices, generally the last sale price, reported to the applicable securities exchange if readily available. Portfolio securities traded on more than one securities exchange are valued at the last sale price on the business day as of which such value is being determined as reflected by the exchange representing the principal market for such securities. Securities trading on NASDAQ are valued at NASDAQ official closing price.
If market or dealer quotations are not readily available or deemed unreliable, the Adviser will determine in good faith, the fair value of such securities. For securities that are fair valued in the ordinary course of Fund operations, the Board has designated the performance of fair value determinations to the Adviser as valuation designee, subject to the Board’s oversight. The Adviser has established a Valuation Committee to help oversee the implementation of procedures for fair value determinations. In determining the fair value of a security for which there are no readily available market or dealer quotations, the Adviser and the Valuation Committee, will take into account all reasonably available information that may be relevant to a particular security including, but not limited to: pricing history, current market level, supply and demand of the respective security; the enterprise value of the portfolio company; the portfolio company’s ability to make payments and its earnings and discounted cash flow, comparison to the values and current pricing of publicly traded securities that
| 20 |
| Cantor Fitzgerald Sustainable Infrastructure Fund |
| Notes to Financial Statements (Continued) |
| March 31, 2023 |
have comparable characteristics; comparison to publicly traded securities including factors such as yield, maturity, and credit quality; knowledge of historical market information with respect to the security; fundamental analytical data, such as periodic financial statements, and other factors or information relevant to the security, issuer, or market. Fair valuation involves subjective judgments, and it is possible that the fair value determined for a security may differ materially from the value that could be realized upon the sale of the security.
Valuation of Private Investment Funds – The Fund’s allocation to Private Investment Funds generally includes open end private institutional infrastructure investment funds that invest in the ownership, management, development, construction, renovation, enhancement, or operation of infrastructure assets or the provision of services to companies engaged in such activities. The Private Investment Funds have generally adopted valuation practices consistent with the valuation standards and techniques established by the FASB Auditing Standards Codification.
The sponsors or agents of the Private Investment Funds measure their investment assets at fair value and report a NAV per share no less frequently than quarterly (“Sponsor NAV”). Such Sponsor NAVs are reviewed by the Adviser upon receipt and subsequently applied to the Fund’s NAV following consultation with the Private Investment Fund sponsor, if necessary. In between receipt of Sponsor NAVs, where applicable, the value of each Private Investment Fund is adjusted daily by the change in a proprietary index (the “Index”) that the Fund’s Board has deemed representative of the private infrastructure market. This process is applied daily to each respective Private Investment Fund until the receipt of the next Sponsor NAV. The Index seeks to reflect market conditions of the broader private infrastructure market in an effort to ensure any such changes in market conditions are reflected in the NAV of the Fund. The Index incorporates data from third-party data providers and broad securities indices (the “Index Constituents”). The Index is monitored by the Adviser on a regular basis, and the Adviser will consult with the Valuation Committee if monitoring suggests a modification to the Index Constituents or other change(s) to the Index to better reflect market conditions. Further, in the event that a Sponsor NAV is not provided by a Private Investment Fund following the conclusion of such Private Investment Fund’s valuation period, the Adviser shall inform the Valuation Committee and a meeting may be called to determine fair value.
The valuations of the Private Investment Funds have a considerable impact on the Fund’s NAV as, under normal market conditions, a significant portion of the Fund’s assets will be invested in Private Investment Funds. Market and dealer quotations are generally not readily available for the Private Investment Funds in which the Fund invests, and as such, the Fund utilizes Sponsor NAVs or other valuation methodologies when determining the fair value of the Private Investment Funds. The Fund may also use a third party valuation specialist to assist in determining fair value of the Private Investment Funds held in the Fund’s portfolio. As of March 31, 2023, the Fund did not hold any Private Investment Funds.
Assets and liabilities initially expressed in foreign currencies will be converted into U.S. Dollars using foreign exchange rates provided by a recognized pricing service.
GAAP establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurement. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of input are:
Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access.
Level 2 – Observable inputs other than quoted prices included in Level 1 for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
| Cantor Fitzgerald Sustainable Infrastructure Fund | 21 |
| Cantor Fitzgerald Sustainable Infrastructure Fund |
| Notes to Financial Statements (Continued) |
| March 31, 2023 |
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following tables summarize the inputs used as of March 31, 2023 for the Fund’s assets and liabilities measured at fair value:
| Assets | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Common Stocks | $ | 8,475,768 | $ | — | $ | — | $ | 8,475,768 | ||||||||
| Short-Term Investments | 3,357,778 | — | — | 3,357,778 | ||||||||||||
| Total | $ | 11,833,546 | $ | — | $ | — | $ | 11,833,546 | ||||||||
The Fund did not hold any Level 2 or Level 3 securities during the period.
Investments Valued at NAV – GAAP permits a reporting entity to measure the fair value of an investment fund that does not have a readily determinable fair value based on the NAV per share, or its equivalent, of the investment fund as a practical expedient, without further adjustment, unless it is probable that the investment would be sold at a value significantly different than the NAV. If the practical expedient NAV is not as of the reporting entity’s measurement date, then the NAV should be adjusted to reflect any significant events that may change the valuation. In using the NAV as a practical expedient, certain attributes of the investment that may impact its fair value are not considered in measuring fair value. Attributes of those investments include the investment strategies of the investment and may also include, but are not limited to, restrictions on the investor’s ability to redeem its investments at the measurement date and any unfunded commitments. The Fund is permitted to invest in alternative investments that do not have a readily determinable fair value and, as such, has elected to use the NAV as calculated on the reporting entity’s measurement date as the fair value of the investment.
Adjustments to the NAV provided by the Portfolio Fund Manager would be considered if the practical expedient NAV was not as of the Fund’s measurement date; if it was probable that the alternative investment would be sold at a value materially different than the reported expedient NAV; or if it was determined by the Fund’s Valuation Procedures that the private investment is not being reported at fair value.
As of March 31, 2023, the Fund did not hold any investments valued at NAV.
Security Transactions and Related Income – Security transactions are accounted for on a trade date basis. Interest income is recognized on an accrual basis. Discounts are accreted and premiums are amortized on securities purchased over the lives of the respective securities. Dividend income is recorded on the ex-dividend date. Realized gains or losses from sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.
Dividends and Distributions to Shareholders – Dividends from net investment income, if any, are declared and paid at least quarterly. Distributable net realized capital gains, if any, are declared and distributed annually. Dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are considered either temporary (i.e., deferred losses, capital loss carry forwards) or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification. Dividends and distributions to shareholders are recorded on the ex-dividend date.
| 22 |
| Cantor Fitzgerald Sustainable Infrastructure Fund |
| Notes to Financial Statements (Continued) |
| March 31, 2023 |
Organization and Offering Costs – Organization costs of the Fund were paid by the Adviser under the investment advisory agreement as discussed in Note 4, while offering costs consisting of the initial prospectus and registration of the Fund will be paid by the Fund and amortized over the first 12 months of operations.
Fund Expenses – The Fund bears all expenses incurred in the course of its operations, including, but not limited to, the following: all fees and expenses of Portfolio Funds in which the Fund invests (“acquired fund fees”), management fees, fees and expenses associated with any credit facility, legal fees, administrator fees, audit and tax preparation fees, custodial fees, transfer agency fees, registration expenses, expenses of the Board and other administrative expenses. Certain of these operating expenses are subject to an expense limitation agreement (the “Expense Limitation Agreement” as further discussed in Note 4). Expenses are recorded on an accrual basis. Closing costs associated with the purchase of Portfolio Funds and Direct Investments are included in the cost of the investment.
Foreign Currency Transactions – All assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities and income and expenses are translated at the rate of exchange quoted on the respective date that such transactions are recorded. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.
Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.
Federal Income Taxes – The Fund intends to continue to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and will distribute all of its taxable income, if any, to shareholders. Accordingly, no provision for federal income taxes is required in the financial statements.
The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken in the Fund’s September 30, 2022 or expected to be taken in the Fund’s September 30, 2023 year-end tax return. The Fund identifies its major tax jurisdictions as U.S. federal, Ohio, and foreign jurisdictions where the Fund may make significant investments. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. Interest and penalties related to income taxes would be recorded as tax expense in the Statement of Operations. During the period ended March 31, 2023, the Fund did not incur any interest or penalties.
Indemnification – The Trust indemnifies its officers and trustees for certain liabilities that may arise from the performance of their duties to the Trust. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnities. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the risk of loss due to these warranties and indemnities appears to be remote.
| 3. | INVESTMENT TRANSACTIONS AND ASSOCIATED RISKS |
For the period ended March 31, 2023 cost of purchases and proceeds from sales of portfolio securities, other than short-term investments, amounted to $8,726,270 and $422,686, respectively.
Associated Risks – During the normal course of business, the Fund may purchase, sell or hold various securities, which may result in certain risks, the amount of which is not apparent from the financial statements.
| Cantor Fitzgerald Sustainable Infrastructure Fund | 23 |
| Cantor Fitzgerald Sustainable Infrastructure Fund |
| Notes to Financial Statements (Continued) |
| March 31, 2023 |
Market Risk – An investment in the Fund’s shares is subject to investment risk, including the possible loss of the entire principal amount invested. An investment in the Fund’s shares represents an indirect investment in the securities owned by the Fund. The value of these securities, like other market investments, may move up or down, sometimes rapidly and unpredictably.
Pandemic Risk – An outbreak of infectious respiratory illness caused by a novel coronavirus known as COVID-19 has resulted in travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines, cancellations, supply chain disruptions, and lower consumer demand, as well as general concern and uncertainty. The impact of COVID-19, and other infectious illness outbreaks that may arise in the future, could adversely affect the economies of many countries or the entire global economy, individual issuers and capital markets in ways that cannot necessarily be foreseen. In addition, the impact of infectious illnesses in emerging market countries may be greater due to generally less established healthcare systems. Public health crises caused by the COVID-19 outbreak, or other infectious diseases, may exacerbate other pre existing political, social and economic risks in certain countries or globally. As such, issuers of infrastructure securities with operations, productions, offices, and/or personnel in (or other exposure to) areas affected by diseases outbreaks may experience significant disruptions to their business and/or holdings. The extent to which COVID-19 or other infectious diseases will affect the Fund, the Fund’s service providers and/or such issuer’s operations and results will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions taken to contain COVID-19. The duration of the COVID-19 outbreak cannot be determined with certainty.
Private Investment Fund Risk – The Fund’s investment in Private Investment Funds will require it to bear a pro rata share of the vehicles’ expenses, including management and performance fees. The fees the Fund pays to invest in a Private Investment Fund may be higher than if the manager of the Private Investment Fund managed the Fund’s assets directly. The performance fees charged by certain Private Investment Funds may create an incentive for its manager to make investments that are riskier and/or more speculative than those it might have made in the absence of a performance fee. Furthermore, Private Investment Funds, like the other Underlying Funds in which the Fund may invest, are subject to specific risks, depending on the nature of the vehicle, and also may employ leverage such that their returns are more than one times that of their benchmark, which could amplify losses suffered by the Fund when compared to unleveraged investments. Shareholders of the Private Investment Funds are not entitled to the protections of the Investment Company Act of 1940, as amended (the “1940 Act”). For example, Private Investment Funds need not have independent boards, shareholder approval of advisory contracts may not be required, the Private Investment Funds may utilize leverage and may engage in joint transactions with affiliates. These characteristics present additional risks for shareholders.
Liquidity Risk – There currently is no secondary market for the Fund’s shares and the Adviser does not expect that a secondary market will develop. Limited liquidity is provided to shareholders only through the Fund’s quarterly repurchase offers for no less than 5% of the Fund’s shares outstanding at NAV. There is no guarantee that shareholders will be able to sell all of the shares they desire in a quarterly repurchase offer. The Fund’s investments also are subject to liquidity risk. Liquidity risk exists when particular investments of the Fund would be difficult to purchase or sell, possibly preventing the Fund from selling such illiquid securities at an advantageous time or price, or possibly requiring the Fund to dispose of other investments at unfavorable times or prices in order to satisfy its obligations.
Infrastructure Industry Risk – The Fund is subject to the risks associated with investment in infrastructure-related companies. Risks associated with infrastructure -related companies include: (a) realized revenue volume may be significantly lower than projected and/or there will be cost overruns; (b) infrastructure project sponsors will alter their terms making a project no longer economical; (c) macroeconomic factors such as low gross domestic product (“GDP”) growth or high nominal interest rates will raise the average cost of infrastructure funding; (d) government regulation may affect rates charged to infrastructure customers; (e) government budgetary constraints will impact infrastructure projects; (f ) special tariffs will be imposed; and (g) changes in tax laws, regulatory policies or accounting standards could be unfavorable. Other risks include environmental damage due to a company’s operations or an accident, a natural disaster, changes in market sentiment towards infrastructure and terrorist acts. Any of these events could cause the value of the Fund’s investments in infrastructure-related companies to decline.
| 24 |
| Cantor Fitzgerald Sustainable Infrastructure Fund |
| Notes to Financial Statements (Continued) |
| March 31, 2023 |
Underlying Funds Risk – The Underlying Funds in which the Fund may invest are subject to investment advisory and other expenses, which will be indirectly paid by the Fund. As a result, the cost of investing in the Fund will be higher than the cost of investing directly in the Underlying Funds and also may be higher than other funds that invest directly in securities. The Underlying Funds are subject to specific risks, depending on the nature of the specific Underlying Fund.
Lack of Control Over Private Investment Funds and Other Portfolio Investments – Once the Adviser has selected a Private Investment Fund or Other Investment Vehicle, the Adviser will have no control over the investment decisions made by any such Underlying Fund. Although the Fund and the Adviser will regularly evaluate each Underlying Fund and its manager to determine whether their respective investment programs are consistent with the Fund’s investment objective, the Adviser will not have any control over the investments made by any Underlying Fund. Even though the Underlying Funds are subject to certain constraints, the managers may change aspects of their investment strategies. The managers may do so at any time (for example, such change may occur immediately after providing the Adviser with the quarterly unaudited financial information for a Private Investment Fund). The Adviser may reallocate the Fund’s investments among the Underlying Funds, but the Adviser’s ability to do so may be constrained by the withdrawal limitations imposed by the Underlying Funds, which may prevent the Fund from reacting rapidly to market changes should an Underlying Fund fail to effect portfolio changes consistent with such market changes and the demands of the Adviser. Such withdrawal limitations may also restrict the Adviser’s ability to terminate investments in Underlying Funds that are poorly performing or have otherwise had adverse changes. The Adviser will be dependent on information provided by the Underlying Fund, including quarterly unaudited financial statements, which if inaccurate, could adversely affect the Adviser’s ability to manage the Fund’s investment portfolio in accordance with its investment objective. By investing in the Fund, a shareholder will not be deemed to be an investor in any Underlying Fund and will not have the ability to exercise any rights attributable to an investor in any such Underlying Fund related to their investment.
Use of Leverage by the Fund – Although the Fund has the option to borrow, there are significant risks that may be assumed in connection with such borrowings. Investors in the Fund should consider the various risks of financial leverage, including, without limitation, the matters described below. There is no assurance that a leveraging strategy would be successful. Financial leverage involves risks and special considerations for shareholders including: (i) the likelihood of greater volatility of NAV of the shares than a comparable portfolio without leverage; (ii) the risk that fluctuations in interest rates on borrowings and short-term debt that the Fund must pay will reduce the return to the shareholders; (iii) the effect of financial leverage in a market experiencing rising interest rates, which would likely cause a greater decline in the NAV of the shares than if the Fund were not leveraged; and (iv) the potential for an increase in operating costs, which may reduce the Fund’s total return.
Use of Leverage by Underlying Funds – In addition to any borrowing utilized by the Fund, the Underlying Funds in which the Fund invests may utilize financial leverage, subject to the limitations of their charters and operative documents. In the case of Private Investment Funds, such Funds are not subject to the limitations imposed by the 1940 Act regarding the use of leverage with respect to which registered investment companies, including the Fund, are subject. In that regard, the Fund intends to limit its borrowing to an amount that does not exceed 33 1/3% of the Fund’s gross asset value. Leverage by Underlying Funds and/or the Fund has the effect of potentially increasing losses.
Valuation of Private Investment Funds – The Private Investment Funds are not publicly traded and the Fund may consider information provided by the institutional asset manager of each respective Private Investment Fund to determine the estimated value of the Fund’s investment therein. The valuation provided by an institutional asset manager as of a specific date may vary from the actual sale price that may be obtained if such investment were sold to a third party. To determine the estimated value of the Fund’s investment in Private Investment Funds, the Adviser considers, among other things, information provided by the Private Investment Funds, including quarterly unaudited financial statements, which if inaccurate could adversely affect the Adviser’s ability to value accurately the Fund’s shares. Private Investment Funds that invest primarily in publicly traded securities are more easily valued.
| Cantor Fitzgerald Sustainable Infrastructure Fund | 25 |
| Cantor Fitzgerald Sustainable Infrastructure Fund |
| Notes to Financial Statements (Continued) |
| March 31, 2023 |
ESG Investing Risk – The Fund intends to screen out particular companies and industries pursuant to certain criteria established by the Sub-Adviser, and to incorporate ESG investment insights into its portfolio construction process. The Fund may forego certain investment opportunities by screening out certain companies and industries. The Fund’s results may be lower than other funds that do not apply certain exclusionary screens or use different ESG criteria to screen out certain companies or industries. The Fund’s incorporation of ESG investment insights may affect the Fund’s exposure to certain companies or industries. The Fund’s results may be lower than other funds that do not consider ESG characteristics or use a different methodology to identify and/or incorporate ESG characteristics. Further, investors may differ in their views of what constitutes positive or negative ESG characteristics of a security. As a result, the Fund may invest in securities that do not reflect the beliefs of any particular investor. In addition, the Fund may not be successful in its objectives related to ESG. There is no guarantee that these objectives will be achieved, and ESG-related assessments are at the discretion of the Adviser and Sub-Adviser. The Adviser and Sub-Adviser are dependent upon certain information and data from third party providers of ESG research, which may be incomplete, inaccurate or unavailable. As a result, there is a risk that the Adviser and Sub-Adviser may incorrectly assess a security or issuer. There is also a risk that the Adviser and Sub-Adviser may not apply the relevant ESG criteria correctly or that the Fund could have indirect exposure to issuers who do not meet the relevant ESG criteria used by the Fund. Neither the Fund, the Adviser, nor the Sub Adviser make any representation or warranty, express or implied, with respect to the fairness, correctness, accuracy, reasonableness or completeness of such ESG assessment. There may be limitations with respect to availability of ESG data in certain sectors, as well as limited availability of investments with positive ESG assessments in certain sectors. The evaluation of ESG criteria is subjective and may change over time.
Preferred Securities Risk – Preferred securities are subject to credit risk and interest rate risk. Interest rate risk is, in general, the risk that the price of a preferred security falls when interest rates rise. Securities with longer maturities tend to be more sensitive to interest rate changes. Credit risk is the risk that an issuer of a security may not be able to make principal and interest or dividend payments on the security as they become due. Holders of preferred securities may not receive dividends, or the payment can be deferred for some period of time. In bankruptcy, creditors are generally paid before the holders of preferred securities.
Convertible Securities Risk – Convertible securities are typically issued as bonds or preferred shares with the option to convert to equities. As a result, convertible securities are a hybrid that have characteristics of both bonds and common stocks and are subject to risks associated with both debt securities and equity securities. The market value of bonds and preferred shares tend to decline as interest rates increase. Fixed income and preferred securities also are subject to credit risk, which is the risk that an issuer of a security may not be able to make principal and interest or dividend payments as due. Convertible securities may have characteristics similar to common stocks especially when their conversion value is higher than their value as a bond. The price of equity securities into which a convertible security may convert may fall because of economic or political changes. Stock prices in general may decline over short or even extended periods of time. Additionally, the value of the embedded conversion option may be difficult to value and evaluate because the option does not trade separately from the convertible security.
Fixed Income Risk – Typically, a rise in interest rates causes a decline in the value of fixed income securities. Fixed income securities are also subject to default risk.
Foreign Securities and Emerging Markets Risk – The Fund may have investments in foreign securities. Foreign securities have investment risks different from those associated with domestic securities. Changes in foreign economies and political climates are more likely to affect the Fund with investments in foreign securities than another fund that invests exclusively in domestic securities. The value of foreign currency denominated securities or foreign currency contracts is affected by the value of the local currency relative to the U.S. dollar. There may be less government supervision of foreign markets, resulting in non-uniform accounting practices and less publicly available information about issuers of foreign securities.
The Fund may also invest in emerging markets, which are markets of countries in the initial stages of industrialization and have low per capita income. In addition to the risks of foreign securities in general, countries in emerging markets are more volatile and can have relatively unstable governments, social and legal systems that do not protect shareholders, economies based on only a few industries, and securities markets that trade a small number of issues which could reduce liquidity.
| 26 |
| Cantor Fitzgerald Sustainable Infrastructure Fund |
| Notes to Financial Statements (Continued) |
| March 31, 2023 |
Leveraging Risk – The use of leverage, such as borrowing money to purchase securities, will cause the Fund to incur additional expenses and magnify the Fund’s gains or losses.
Credit Risk – Issuers of debt securities may not make scheduled interest and principal payments, resulting in losses to the Fund. In addition, the credit quality of securities held may be lowered if an issuer’s financial condition changes.
| 4. | INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES |
Cantor Fitzgerald Investment Advisors, L.P. serves as the Fund’s investment adviser. Pursuant to an investment advisory agreement with the Trust, on behalf of the Fund, the Adviser, under the oversight of the Board, directs the daily operations of the Fund and supervises the performance of administrative and professional services provided by others. As compensation for its services and the related expenses borne by the Adviser, the Fund pays the Adviser a management fee, computed and accrued daily and paid monthly, at an annual rate of 1.50% of the Fund’s average daily net assets. For the period ended March 31, 2023 the Adviser earned $79,830 in advisory fees. Employees of the Adviser are also officers of the Fund.
The Adviser has engaged Capital Innovations, LLC (the “Sub-Adviser”), a registered investment adviser under the Advisers Act, to provide ongoing research, recommendations, and day-to-day portfolio management with respect to the Fund’s investment portfolio. Sub-advisory services are provided to the Fund pursuant to an agreement between the Adviser and the Sub-Adviser. Under the terms of the Sub-Advisory Agreement, the Adviser compensates the Sub Adviser based on a portion of the Fund’s average daily net assets that have been allocated to the Sub-Adviser to manage. Fees paid to the Sub- Adviser are not an expense of the Fund. Pursuant to the Sub-Advisory Agreement, the Adviser pays the Sub-Adviser a monthly management fee computed at the annual rate of 0.35% of the Fund’s daily net assets. The Sub Adviser is currently receiving the reduced fee rate of 0.15% per the Sub-Advisory Agreement.
Pursuant to a written contract, the Adviser has agreed, at least until July 31, 2024, to waive a portion of its advisory fee and has agreed to reimburse the Fund for other expenses to the extent necessary so that the total expenses incurred by the Fund (including all organizational and offering expenses, but excluding interest, brokerage commissions, acquired fund fees and expenses and extraordinary expenses) do not exceed 2.50%, 3.25%, and 2.25% per annum of the Fund’s average daily net assets for Class A, Class C, and Class I shares, respectively (the “expense limitation”). For the period ended March 31, 2023 the Adviser waived fees and reimbursed expenses in the amount of $533,844 pursuant to the Expense Limitation Agreement. The Receivable from Adviser balance of $83,462 on the Statement of Assets and Liabilities has been received after March 31, 2023.
In consideration of the Adviser’s agreement to limit the Fund’s expenses, the Fund has agreed to repay the Adviser in the amount of any fees waived and Fund expenses paid or absorbed, subject to the limitations that: (1) the reimbursement will be made only for fees and expenses incurred 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. $76,340 is subject to recapture by the Adviser until April 11, 2025 and $457,504 is subject to recapture by the Adviser until March 31, 2026.
The Expense Limitation Agreement will remain in effect, at least until July 31, 2024, unless and until the Board approves its modification or termination. This agreement may be terminated only by the Board on 60 days written notice to the Adviser. After July 31, 2024, the Expense Limitation Agreement may be renewed at the Adviser’s discretion.
The distributor of the Fund is Ultimus Fund Distributors, LLC (the “Distributor”). The Board has adopted, on behalf of the Fund, a Shareholder Services Plan under which the Fund may compensate financial industry professionals for providing ongoing services in respect of clients with whom they have distributed shares of the Fund. Under the Shareholder Services Plan, the Fund may pay up to 0.25% per year of its average daily net assets of each of Class A and Class C, respectively, for such services. Class I shares are not subject to a Shareholder Service Fee. For the period ended March 31, 2023, the Fund incurred shareholder servicing fees of $12,950 and $8, for Class A and Class C, respectively.
| Cantor Fitzgerald Sustainable Infrastructure Fund | 27 |
| Cantor Fitzgerald Sustainable Infrastructure Fund |
| Notes to Financial Statements (Continued) |
| March 31, 2023 |
Class C shares will pay to the Distributor a Distribution Fee that will accrue at an annual rate equal to 0.75% of the Fund’s average daily net assets attributable to Class C shares and is payable on a monthly basis. Class A shares and Class I shares are not currently subject to a Distribution Fee. For the period ended March 31, 2023, the Fund incurred distribution fees of $22 for Class C.
The Distributor acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s Class A shares. For the period ended March 31, 2023, the Distributor received $118,865 in underwriting commissions for sales of Class A shares, of which $16,744 was retained by the principal underwriter or other affiliated broker-dealers.
In addition, certain affiliates of the Distributor provide services to the Fund as follows:
Ultimus Fund Solutions, LLC (“UFS”)
UFS, an affiliate of the Distributor, provides administration, fund accounting, and transfer agent services to the Trust. Pursuant to a separate servicing agreement with UFS, the Fund pays UFS customary fees for providing administration, fund accounting and transfer agency services to the Fund. Certain officers of the Fund are also officers of UFS and are not paid any fees directly by the Fund for serving in such capacities.
Employees of PINE Advisor Solutions, LLC (“PINE”) serve as officers of the Fund. PINE receives a monthly fee for the services provided to the Fund. The Fund also reimburses PINE for certain out-of-pocket expenses incurred on the Fund’s behalf.
Blu Giant, LLC (“Blu Giant”)
Blu Giant, an affiliate of UFS and the Distributor, provides EDGAR conversion and filing services as well as print management services for the Fund on an ad-hoc basis. For the provision of these services, Blu Giant receives customary fees from the Fund.
| 5. | DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL |
The Statement of Assets and Liabilities represents cost of investment securities for financial reporting purposes. As of March 31, 2023, the aggregate cost for federal tax purposes is $11,612,837 for the Fund and differs from fair value by net unrealized appreciation (depreciation) consisting of:
| Gross unrealized appreciation: | $ | 402,661 | ||
| Gross unrealized depreciation: | (181,952 | ) | ||
| Net unrealized appreciation: | $ | 220,709 |
Fund management has elected a tax year-end of September 30th. This report contains the tax disclosures as of the Fund’s initial tax year-end.
As of September 30, 2022, the components of accumulated earnings/ (deficit) on a tax basis were as follows:
| Total | ||||||||||||||||||||||||||
| Undistributed | Undistributed | Post October | Capital Loss | Other | Unrealized | Accumulated | ||||||||||||||||||||
| Ordinary | Long-Term | Loss and | Carry | Book/Tax | Appreciation/ | Earnings/ | ||||||||||||||||||||
| Income | Gains | Late Year Loss | Forwards | Differences | (Depreciation) | (Deficits) | ||||||||||||||||||||
| $ | 1,103 | $ | 116 | $ | — | $ | — | $ | — | $ | 5,151 | $ | 6,370 | |||||||||||||
| 28 |
| Cantor Fitzgerald Sustainable Infrastructure Fund |
| Notes to Financial Statements (Continued) |
| March 31, 2023 |
| 6. | BENEFICIAL OWNERSHIP |
The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the Fund, under Section 2(a)(9) of the 1940 Act. As of March 31, 2023, Cantor Fitzgerald Investment Advisors LP held 44.26% of the voting securities and may be deemed to control the Fund.
| 7. | UNDERLYING INVESTMENT IN OTHER INVESTMENT COMPANIES |
The Fund currently seeks to achieve its investment objectives by investing its assets in underlying funds. As of March 31, 2023, the percentage of the Fund’s net assets invested in the Morgan Stanley Institutional Liquidity Funds, Institutional Class was 27.89%. (the “Security”). The Fund may sell its investments in this Security at any time if the Adviser determines that it is in the best interest of the Fund and its shareholders to do so.
The performance of the Fund will be directly affected by the performance of this investment. The annual report of the Security, along with the report of the independent registered public accounting firm is included in the respective Security’s N-CSR’s available at www.sec.gov.
| 8. | REPURCHASE OFFERS |
Pursuant to Rule 23c-3 under the Investment Company Act of 1940, as amended, the Fund offers shareholders on a quarterly basis the option of redeeming shares, at net asset value, of no less than 5% and no more than 25% of the shares outstanding. There is no guarantee that shareholders will be able to sell all of the shares they desire in a quarterly repurchase offer, although each shareholder will have the right to require the Fund to purchase up to and including 5% of such shareholder’s shares in each quarterly repurchase. Limited liquidity will be provided to shareholders only through the Fund’s quarterly repurchases.
During the period ended March 31, 2023, the Fund completed two quarterly repurchase offers. In the offers, the Fund offered to repurchase up to 5% of the number of its outstanding shares as of the Repurchase Pricing Date. The results of the repurchase offers were as follows:
| Repurchase Offer #1 | Repurchase Offer #2 | |||
| Commencement Date | November 18, 2022 | February 17, 2023 | ||
| Repurchase Request Deadline | December 30, 2022 | March 31, 2023 | ||
| Repurchase Pricing Date | December 30, 2022 | March 31, 2023 | ||
| Net Asset Value as of Repurchase Offer Date* | $10.43 | $10.42 | ||
| Number of Shares Repurchased | — | 2,333.262 | ||
| Amount Repurchased | $0 | $24,313 | ||
| Percentage of Outstanding Shares Repurchased | 0.00% | 0.40% |
| * | Repurchase offer was for Class A shares |
| 9. | SUBSEQUENT EVENTS |
Subsequent events after the date of the Statement of Assets and Liabilities have been evaluated through the date the financial statements were issued. Management has determined that no events or transactions occurred requiring adjustment or disclosure in the financial statements.
| Cantor Fitzgerald Sustainable Infrastructure Fund | 29 |
| Cantor Fitzgerald Sustainable Infrastructure Fund |
| Expense Examples (Unaudited) |
| March 31, 2023 |
As a shareholder of the Cantor Fitzgerald Sustainable Infrastructure Fund, you incur two types of costs: (1) transaction costs, including (a) redemption fees on redemptions made within 30 days of purchase and (b) sales charges (loads) on purchases of, or contingent deferred sales charges on certain redemptions; (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Cantor Fitzgerald Sustainable Infrastructure Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
Actual Expenses
The “Actual” column in the table below provide information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The “Hypothetical” column in the table below provide information about hypothetical account values and hypothetical expenses based on the Cantor Fitzgerald Sustainable Infrastructure Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or redemption fees. Therefore, the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| Beginning | Ending | |||||||
| Account Value | Account Value | Expenses Paid | Expense Ratio | |||||
| Actual | 10/1/22 | 3/31/23 | During Period* | During the Period | ||||
| Class A | $1,000.00 | $1,036.00 | $12.69 | 2.50% | ||||
| Class C | $1,000.00 | $1,024.90 | $0.99** | 3.25% | ||||
| Class I | $1,000.00 | $1,025.10 | $0.69** | 2.25% | ||||
| Hypothetical | Beginning | Ending | ||||||
| (5% return before | Account Value | Account Value | Expenses Paid | Expense Ratio | ||||
| expenses) | 10/1/22 | 3/31/23 | During Period* | During the Period | ||||
| Class A | $1,000.00 | $1,012.47 | $12.54 | 2.50% | ||||
| Class C | $1,000.00 | $1,008.73 | $16.28 | 3.25% | ||||
| Class I | $1,000.00 | $1,013.71 | $11.30 | 2.25% |
| * | Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by the number of days in the period (182) divided by the number of days in the fiscal year (365). |
| ** | Expenses are equal to the average account value over the period, multiplied by the fund’s annualized expense ratio, multiplied by the number of days in the period (11) divided by the number in the fiscal year (365). |
| 30 |
| Report of Independent Registered Public Accounting Firm |
To the Shareholders and Board of Trustees of
Cantor Fitzgerald Sustainable Infrastructure Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Cantor Fitzgerald Sustainable Infrastructure Fund (the “Fund”) as of March 31, 2023, the related statements of operations and changes in net assets and the financial highlights for the period June 30, 2022 (commencement of operations) through March 31, 2023, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of March 31, 2023, the results of its operations, the changes in net assets, and the financial highlights for the period June 30, 2022 (commencement of operations) through March 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2023, by correspondence with the custodian. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
We have served as the auditor of one or more investment companies advised by Cantor Fitzgerald Investment Advisors, L.P. since 2021.
COHEN & COMPANY, LTD.
Milwaukee, Wisconsin
May 30, 2023
| Cantor Fitzgerald Sustainable Infrastructure Fund | 31 |
| Cantor Fitzgerald Sustainable Infrastructure Fund |
| Additional Information (Unaudited) |
| March 31, 2023 |
LIQUIDITY RISK MANAGEMENT PROGRAM
The Fund has adopted and implemented a written liquidity risk management program as required by Rule 22e-4 (the “Liquidity Rule”) under the 1940 Act. The program is reasonably designed to assess and manage the Fund’s liquidity risk, taking into consideration, among other factors, the Fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions; its short and long-term cash flow projections; and its cash holdings and access to other funding sources.
During the period ended March 31, 2023, the Trust’s Liquidity Risk Management Program Committee (the “Committee”) reviewed the Fund’s investments and determined that the Fund held adequate levels of cash and highly liquid investments to meet shareholder redemption activities in accordance with applicable requirements. Accordingly, the Committee concluded that (i) the Fund’s liquidity risk management program is reasonably designed to prevent violations of the Liquidity Rule and (ii) the Fund’s liquidity risk management program has been effectively implemented.
| 32 |
| Cantor Fitzgerald Sustainable Infrastructure Fund |
| Supplemental Information (Unaudited) |
| March 31, 2023 |
A list of the Trustees and executive officers of the Trust and their principal occupation and other directorships over the last five years are shown below. Unless otherwise noted, the address of each Trustee and Officer is 110 E. 59th Street, New York, NY 10022.
| Name,
Age and Address |
Position
held with Funds or Trust |
Length
of Time Served* |
Principal
Occupation During Past 5 Years |
Number
of Portfolios in Fund Complex Overseen by Trustee |
Other
Directorships Held by Trustee During Past 5 Years |
| Independent Trustees | |||||
| Douglas
Barnard Date of Birth: 1960 |
Independent Trustee | Since 3/22 | Director, Prophet Asset Management (hedge fund) (2015-present); Director, CF Acquisition Corp Vl (listed SPAC) (2021-present) | 2 | Cantor Select Portfolios Trust, for all its series (2022-present); CF Acquisition Corp VI (2021-present) |
| Ramona
Heine Year of Birth: 1977 |
Independent Trustee | Since 3/22 | Co-Founder and Chief Executive Officer, Heine & Kim Fiduciary Partners LLC (provides independent fund director and fiduciary services to funds and asset managers) (2018-present); Chief of Staff Products and Solutions and Managing Director, UBS Asset Management (2015-2018) | 2 | Cantor Select Portfolios Trust, for all its series (2022-present) |
| Louis
Zurita Year of Birth: 1960 |
Independent Trustee | Since 3/22 | Managing member, 20095th Street, LLC (multi-family real estate investments) (2018-present); 275 Associates, LLC (real estate investments) (2013-present); Co-founder and Chief Executive Officer, Viagrupo.com (e-commerce platform) (2011-2020). | 2 | Cantor Select Portfolios Trust, for all its series (2022-present); ELX Future Holdings (2016-present); Remate Lince S.A.P.I. de C.V. (2017-present); CF Acquisition Corp IV (2020-present); CF Acquisition Corp V (2021-2022); Cantor Futures Exchange L.P. (2016-2021). |
| Cantor Fitzgerald Sustainable Infrastructure Fund | 33 |
Cantor Fitzgerald Sustainable Infrastructure Fund
Supplemental Information (Unaudited) (Continued)
March 31, 2023
| Name,
Age and Address |
Position
held with Funds or Trust |
Length
of Time Served* |
Principal
Occupation During Past 5 Years |
Number
of Portfolios in Fund Complex Overseen by Trustee |
Other
Directorships Held by Trustee During Past 5 Years |
| Interested Trustee | |||||
| William
Ferri Year of Birth: 1966 |
Trustee, Chairman, President, and Principal Executive Officer | Since 3/22 | Global Head of Asset Management Cantor Fitzgerald (2022-present); Group Managing Director and UBS Asset Management Executive Committee Member, UBS (2007-2021); Head of Americas, UBS AM (2017-2021). | 2 | Cantor Select Portfolios Trust, for all its series (2022-present) |
| Other Officers | |||||
| Brian
Curley Year of Birth: 1970 |
Treasurer, Principal Financial Officer, and Principal Accounting Officer | Since 3/22 | Vice President, Ultimus Fund Solutions, LLC (2020-present); Vice President, Gemini Fund Services, LLC (2015-2020), Assistant Vice President, Gemini Fund Services, LLC (2012-2014); Senior Controller of Fund Treasury, The Goldman Sachs Group, Inc. (2008-2012); Senior Associate of Fund Administration, Morgan Stanley (1999-2008). | n/a | n/a |
| John
Jones Year of Birth: 1966 |
Secretary | Since 3/22 | Managing Director and General Counsel – Financial Services, the Americas, Cantor Fitzgerald (2008-present). | n/a | n/a |
| Cory
Gossard Year of Birth: 1972 |
Chief Compliance Officer | Since 3/22 | Director of Regulatory Compliance, PINE Advisor Solutions (2021-present); Chief Compliance Officer, SS&C ALPS (2014-2020) | n/a | n/a |
| Sherwin
Salar Year of Birth: 1988 |
Assistant Secretary | Since 3/22 | Director, Asset Management, Legal Vice-President and Assistant General Counsel, Cantor Fitzgerald, L.P (2018-present); Associate, Clifford Chance US LLP (law firm) (2015-2018) | n/a | n/a |
| Christine Palermo Year of Birth: 1976 |
Assistant Treasurer | Since 3/22 | Manager – Fund Administration, Ultimus Fund Solutions, LLC (2008-present). | n/a | n/a |
| * | The term of office for each Trustee and officer listed above will continue indefinitely. |
The Fund’s Statement of Additional Information includes additional information about the Trustees and is available free of charge, upon request, by calling toll-free at 1-855-922-6867.
| 34 |
Notice of Privacy Policy and Practices
| FACTS | WHAT DOES THE CANTOR FITZGERALD SUSTAINABLE INFRASTRUCTURE FUND DO WITH YOUR PERSONAL INFORMATION? |
| Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
| What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: |
| ● Name, address, Social Security number | |
| ● Proprietary information regarding your beneficiaries | |
| ● Information regarding your earned wages and other sources of income | |
| When you are no longer our customer, we continue to share your information as described in this notice. | |
| How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Cantor Fitzgerald Sustainable Infrastructure Fund chooses to share; and whether you can limit this sharing. |
| Reasons we can share your personal information | Does the Fund share? | Can you limit this sharing? |
| For
our everyday business purposes - such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus |
Yes | No |
| For
our marketing purposes – to offer our products and services to you |
No | We
don’t share |
| For joint marketing with other financial companies | No | We
don’t share |
| For
our affiliates to support everyday business functions - information about your transactions supported by law |
Yes | No |
| For
our affiliates’ everyday business purposes – information about your creditworthiness |
No | We
don’t share |
| For non-affiliates to market to you | No | We
don’t share |
| Questions? | Call us at: 855 9 CANTOR. |
| Cantor Fitzgerald Sustainable Infrastructure Fund | 35 |
Notice of Privacy Policy and Practices (Continued)
| Who are we | |
| Who is providing this notice? | Cantor Fitzgerald Sustainable Infrastructure Fund |
| What we do | |
How does Cantor Fitzgerald Sustainable Infrastructure Fund protect my personal information? |
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. |
Why does Cantor Fitzgerald Sustainable Infrastructure Fund collect my personal information? |
We collect your personal information, for example
● To know investors’ identities and thereby prevent unauthorized access to confidential information;
● Design and improve the products and services we offer to investors;
● Comply with the laws and regulations that govern us. |
| Why can’t I limit all sharing? | Federal law gives you the right to limit only
● sharing for affiliates’ everyday business purposes – information about your creditworthiness
● affiliates from using your information to market to you
● sharing for non affiliates to market to you
State laws and individual companies may give you additional rights to limit sharing. |
| Definitions | |
| Affiliates | Companies related by common ownership or control. They can be financial and non financial companies.
● Cantor Fitzgerald Sustainable Infrastructure Fund has affiliates |
| Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies.
● Cantor Fitzgerald Sustainable Infrastructure Fund does not share with nonaffiliates so they can market to you. |
| Joint Marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
● Cantor Fitzgerald Sustainable Infrastructure Fund doesn’t jointly market. |
| 36 |
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Proxy Voting Policy
Information regarding how the Fund votes proxies relating to portfolio securities for the period ended June 30th as well as a description of the policies and procedures that the Fund used to determine how to vote proxies is available without charge, upon request, by calling 1-855-9-CANTOR or by referring to the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
Portfolio Holdings
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT, within sixty days after the end of the period. Form N-PORT reports are available on the SEC’s website at http://www.sec.gov. The information on Form N-PORT is available without charge, upon request, by calling 1-855-9-CANTOR.
(b) Not applicable
Item 2. Code of Ethics.
(a) As of the end of the period covered by this report, the Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party.
(b) For purposes of this item, “code of ethics” means written standards that are reasonably designed to deter wrongdoing and to promote:
| (1) | Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
| (2) | Full, fair, accurate, timely, and understandable disclosure in reports and documents that a Registrant files with, or submits to, the Commission and in other public communications made by the Registrant; |
(3) Compliance with applicable governmental laws, rules, and regulations;
| (4) | The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and |
(5) Accountability for adherence to the code.
(c) Amendments: During the period covered by the report, there have not been any amendments to the provisions of the code of ethics.
(d) Waivers: During the period covered by the report, the Registrant has not granted any express or implicit waivers from the provisions of the code of ethics.
(e) The Code of Ethics is not posted on Registrant’ website.
(f) A copy of the Code of Ethics is attached as an exhibit.
Item 3. Audit Committee Financial Expert.
(a) The Registrant’s board of trustees has determined that Douglas Barnard is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Barnard is independent for purposes of this Item.
Item 4. Principal Accountant Fees and Services.
| (a) | Audit Fees |
2023 - $25,000
| (b) | Audit-Related Fees |
2023 - $0
| (c) | Tax Fees |
2023 - $7,000
Preparation of Federal & State income tax returns, assistance with calculation of required income, capital gain and excise distributions and preparation of Federal excise tax returns.
| (d) | All Other Fees |
2023 - $0
| (e) | (1) Audit Committee’s Pre-Approval Policies |
The Registrant’s Audit Committee is required to pre-approve all audit services and, when appropriate, any non-audit services (including audit-related, tax and all other services) to the Registrant. The Registrant’s Audit Committee also is required to pre-approve, when appropriate, any non-audit services (including audit-related, tax and all other services) to its adviser, or any entity controlling, controlled by or under common control with the adviser that provides ongoing services to the Registrant, to the extent that the services may be determined to have an impact on the operations or financial reporting of the Registrant. The Audit Committee may pre-approve audit and non-audit services either without consideration of specific case-by-case services (“general pre-approval”) or by specific pre-approval (“specific pre-approval”). If the Audit Committee does not provide general pre-approval for a proposed service, or if the cost levels or budgeted amounts for such proposed service exceed the pre-approved amounts pursuant to general approval, then specific pre-approval by the Audit Committee is required.
| (2) | None of the services described in paragraph (b) through (d) of this Item were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. |
| (f) | During the audit of Registrant's financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant's engagement were attributed to work performed by persons other than the principal accountant's full-time, permanent employees. |
| (g) | The aggregate non-audit fees billed by the Registrant's accountant for services rendered to the Registrant, and rendered to the Registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant: |
2023 - $7,000
(h) The Registrant's audit committee has considered whether the provision of non-audit services to the Registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant, that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining the principal accountant's independence.
(i) Not applicable
(j) Not applicable
Item 5. Audit Committee of Listed Companies. Not applicable
Item 6. Schedule of Investments. Schedule of investments in securities of unaffiliated issuers is included under Item 1.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds.
The Registrant’s proxy voting policy and procedures are filed under Item 13(a)(4) hereto. The Registrant delegates proxy voting decisions to its investment sub-adviser. The proxy voting policy and procedures of the Registrant’s investment sub-adviser, Capital Innovations LLC (the “Sub-Adviser”), are filed under Item 13(a)(5).
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
All information included in this Item is as of March 31, 2023, unless otherwise noted.
(a)(1) Portfolio Managers.
The personnel of the Adviser who currently have primary responsibility for management of the Fund (the “Portfolio Managers”) are:
Michael D. Underhill, Chief Executive Officer and Chief Investment Officer, Capital Innovations.
Mr. Underhill began working in the investment industry in 1989. In 2007, he co-founded the Sub-Adviser with his spouse, Susan Dambekaln, as a research-intensive asset management firm that focuses on innovative infrastructure and real assets investment products across private markets and publicly traded securities. Prior to founding the Sub-Adviser, he held executive positions at Alliance Bernstein, INVESCO, Janus Capital and Federated Investors. Mr. Underhill started his career at Lehman Brothers as a quantitative analyst utilizing his statistical econometric background to construct financial models. Michael graduated from Pennsylvania State University with a B.S. in economics with a curricular emphasis in statistical econometrics. In addition, he has completed post-graduate coursework at Pepperdine University, Stanford Law School and Mercosur’s economic program at the Universidad Del Salvador in Buenos Aires, Argentina. He is editor of the best-selling “The Handbook of Infrastructure Investing” (Wiley 2010) and a contributing author to the CFA Institute.
Susan L. Dambekaln, Chief Operating Officer and Portfolio Manager, Capital Innovations
Ms. Dambekaln began working in the investment industry in 1992. She co-founded the Sub-Adviser in 2007 with her spouse, Michael Underhill, and is the majority owner. Ms. Dambekaln is responsible for overall portfolio construction and implementation. Her professional focuses at the Sub-Adviser include valuation, risk modeling, performance attribution and trading strategies. Ms. Dambekaln was previously employed at Strong Capital Management and State Street Global Advisors. She also spent a portion of her career in investment accounting, taxation and investment administration with HR Block and Edward Jones. Ms. Dambekaln received a B.S. with honors from the University of Wisconsin and has completed graduate coursework from the University of Wisconsin.
(a)(2) Other Accounts Managed by Portfolio Managers and Potential Conflicts of Interest.
As of March 31, 2023, Mr. Underhill and Ms. Dambekaln was responsible for the management of the following types of accounts in addition to the Fund:
| Other Accounts By Type | Total Number of Accounts by Account Type | Total Assets By Account Type | Number of Accounts by Type Subject to a Performance Fee | Total Assets By Account Type Subject to a Performance Fee |
| Registered Investment Companies | 1 | $11,833,546 | 0 | $0 |
| Other Pooled Investment Vehicles | 0 | $0 | 0 | $0 |
| Other Accounts | 146 | $199,282,489 | 0 | $0 |
Conflicts of Interest
The Portfolio Managers may manage separate accounts or other pooled investment vehicles that may have materially higher or different fee arrangements than the Fund and may also be subject to performance-based fees. The side-by-side management of these separate accounts and pooled investment vehicles may raise potential conflicts of interest relating to cross-trading and the allocation of investment opportunities. The Adviser has a fiduciary responsibility to manage all client accounts in a fair and equitable manner. The Adviser seeks to provide best execution of all securities transactions and to allocate investments to client accounts in a fair and reasonable manner. To this end, the Adviser has developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management.
(a)(3) Portfolio Manager Compensation.
A competitive base salary and a performance-based bonus structure are in place for all team members. Portfolio Managers, analysts, and other associates are paid a competitive base salary and discretionary bonus based on their fiduciary investment responsibilities, performance of the individual, and performance of the firm. The discretionary bonus structure gives the Adviser the ability to remain competitive under current market conditions affecting compensation across the industry. The discretionary bonus may be payable in both cash and equity. In addition, certain employees of the Adviser also receive carried interest from certain of the Adviser’s clients.
(a)(4) Portfolio Manager Ownership of Equity Securities.
Each Portfolio Manager’s ownership of the Fund was as follows:
| Portfolio Manager | Dollar Range of Shares Owned |
| Michael Underhill | $100,001-$500,000 |
| Susan Dambekaln | $0 |
Item 9. Purchases of Equity Securities by Closed-End Funds. Not applicable
Item 10. Submission of Matters to a Vote of Security Holders. None
Item 11. Controls and Procedures.
(a) Based on an evaluation of the Registrant’s disclosure controls and procedures as of a date within 90 days of filing date of this Form N-CSR, the principal executive officer and principal financial officer of the Registrant have concluded that the disclosure controls and procedures of the Registrant are reasonably designed to ensure that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported by the filing date, including that information required to be disclosed is accumulated and communicated to the Registrant’s management, including the Registrant’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
(b) There were no significant changes in the Registrant’s internal control over financial reporting that occurred during the Registrant’s last fiscal half-year that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
Item 12. Disclosure of securities lending activities for closed-end management investment companies.
| (a) | Not applicable. |
| (b) | Not applicable. |
Item 13. Exhibits.
(a)(1) Code of Ethics filed herewith.
(a)(3) Not applicable.
(a)(4) Proxy Voting Policy and Procedures of the Registrant are filed herewith.
(a)(5) Proxy Voting Procedures Capital Innovations LLC are filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Cantor Fitzgerald Sustainable Infrastructure Fund
By (Signature and Title)
/s/ William Ferri
William Ferri, Principal Executive Officer/President
Date 6/6/2023
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By (Signature and Title)
/s/ William Ferri
William Ferri, Principal Executive Officer/President
Date 6/6/2023
By (Signature and Title)
/s/ Brian Curley
Brian Curley, Principal Financial Officer/Treasurer
Date 6/6/2023