Cantor Fitzgerald Readies Oil and Gas Interval Fund Built on $96.7 Million Private Fund

The new fund inherits a working-interest-heavy portfolio and a track record that beat its energy benchmark, but it carries an estimated 4.75% gross expense load and a $10 million Class S minimum.

October 20, 2026

Cantor Fitzgerald is preparing to bring a private oil and gas strategy into the registered fund market. Cantor Fitzgerald Energy Fund, a newly organized interval fund, has updated its SEC registration to describe how it will absorb Del Rio Royalty Company II, LLC, a private fund managed by Colorado-based LEH II Management LLC, known as Lincoln, and carry the same strategy forward for investors who can accept limited liquidity.

The October 15 amendment, the fifth pre-effective amendment to the fund's registration statement, covers Class S shares. Those shares carry a $10 million minimum initial investment and no sales load, distribution fee or shareholder servicing fee. The fund says it also offers Class A, Class C and Class I shares under separate prospectuses.

The adviser is Cantor Fitzgerald Energy Advisors, LLC, a newly formed joint venture between Lincoln and Cantor Fitzgerald Investors, LLC, part of Cantor Fitzgerald Asset Management. Ultimus Fund Distributors is the distributor.

How the Conversion Works

In the reorganization, the fund acquires all of the predecessor's assets and liabilities in a tax-free transaction, and interests in the private fund are exchanged for Class S shares. The fund commences operations on the reorganization date, which the document places in October 2026 but leaves blank. The predecessor's objective, strategies and investment restrictions are described as equivalent in all material respects to the new fund's.

The predecessor's unaudited financial statements show members' capital of $96.7 million as of July 31, 2026, up from $56.2 million at the end of 2025. The increase came from $27.9 million in new contributions and $20.0 million in net income over the first seven months of 2026, partly offset by $6.45 million in distributions and smaller redemptions. Total investment income for the period was $27.4 million, of which $26.0 million was net royalty and working interest income.

At year-end 2025 the predecessor carried $17.6 million of long-term debt. No long-term debt line appears on its July 31 balance sheet.

A Working Interest Strategy

Under normal market conditions, the fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in energy-related assets in the continental United States. Targets include non-operated working interests, mineral and royalty interests, overriding royalty interests and similar property rights, typically in well-established regions. A sleeve of publicly traded securities, in companies deriving at least half of their revenue, profits or assets from oil and gas activity, is meant to complement the directly held interests.

The inherited portfolio leans toward working interests rather than pure royalties. As of July 31, 2026, working interests made up $81.8 million of the predecessor's $89.1 million in investments at fair value, and royalty interests the remaining $7.3 million. The largest basin positions were Appalachian working interests at 23.2% of members' capital, Denver-Julesburg at 18.1% and Williston at 13.9%.

That mix matters. A working interest owner shares in the costs of drilling and operating wells as well as the revenue, while a royalty owner receives a share of production revenue free of those costs. The fund says non-operated positions give it flexibility to enter and exit through joint ventures or partial sales, and that operators bear primary responsibility for environmental and safety compliance, although non-operators still share financial liability in proportion to their interests.

Direct interests will be held through domestic wholly-owned subsidiaries, joint ventures with unaffiliated investors, offshore subsidiaries and co-investment entities alongside Cantor and Lincoln affiliates. The co-investment arrangement depends on an exemptive order the fund has applied for but the SEC has not yet granted.

An Inherited Track Record

Because the predecessor becomes the fund's performance history, its returns are presented as Class S results:

• One year (ended December 31, 2025): 17.4%, against a 1.92% loss for the S&P Oil & Gas Exploration & Production Select Industry Index.
• Three years (average annual): 9.9%, against 0.37% for the index.
• Since inception (February 15, 2022, average annual): 23.8%, against 6.66%.

The fund spells out the caveats. The predecessor was not a registered investment company, so it was not subject to the 1940 Act and tax restrictions that now apply and could have reduced its returns. Its fees and expenses were higher than the net fees of the Class S shares, and its performance has not been adjusted for the new fee structure. The index returns reflect no fees, expenses or taxes.

Fees, Leverage and Distributions

The adviser will charge a management fee at an annual rate of 2.25% of daily net assets. Assuming $100 million in net assets and leverage equal to 10% of total assets, the fee table estimates total annual operating expenses of 4.75% before waivers, including 0.75% in interest costs and 0.50% in asset-level expenses tied to the oil and gas properties.

Two waivers reduce that load:

• An expense limitation agreement, in effect at least until October 15, 2028, caps ordinary operating expenses at 3.00% of average daily net assets attributable to Class S shares, excluding interest, brokerage, acquired fund fees, asset-level expenses and extraordinary costs. Waived amounts may be recouped within three years if repayment stays within the cap.
• A separate waiver of 1.00% of the management fee on Class S shares runs until October 15, 2029.

The fund expects to borrow up to one-third of its managed assets from banks or other lenders under normal conditions. It plans monthly distributions and warns that they may be funded from offering proceeds or borrowings in unlimited amounts, which can represent a return of capital.

Liquidity and Oversight

As an interval fund, the vehicle will offer each quarter to repurchase between 5% and 25% of outstanding shares at net asset value, in March, June, September and December, with the first offer expected in December 2026. It expects to offer only the 5% minimum each time and does not plan to list its shares, so it tells investors to treat them as illiquid. NAV will be calculated and published daily.

An investment committee drawn from both partners oversees the strategy. The portfolio managers are Craig Brede and Sean McClaren of Lincoln, along with John Brim, president and chief investment officer of Cantor-owned Smith Group Asset Management, and Chris Milner, chief investment officer of real assets at Cantor Fitzgerald Asset Management. Lincoln, founded in 2013, had sponsored nine private non-operated oil and gas vehicles and managed approximately $331 million in total assets as of December 31, 2024.

The registration pairs Lincoln's upstream specialization with Cantor affiliates' experience running interval funds. For advisors, the open questions are the ones the document itself flags: commodity price exposure, the cost obligations that come with working interests, leverage and a multi-layered fee structure.