EX-99.(K)(5) 6 ea-cpu_ex99k5.htm EXHIBIT (K)(5)

Exhibit (k)(5)

 

Portions of this exhibit have been redacted because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.

 

FEE AND SERVICE SCHEDULE FOR STOCK TRANSFER SERVICES

between

CBRE Global Real Estate Income Fund and COMPUTERSHARE INC.

and

COMPUTERSHARE TRUST COMPANY, N.A.

 

This Fee and Service Schedule (“Schedule”) is by and between Computershare Inc. (“Computershare”) and Computershare Trust Company, N.A. (“Trust Company”) (collectively, “Agent”) and CBRE Global Real Estate Income Fund (“Company”), whereby Agent, Computershare, or Trust Company, as applicable, will perform the following services for Company. This Schedule is an attachment to the Transfer Agency and Service Agreement between Agent and Company effective as of May 1, 2022 (“Agreement”). Terms used, but not otherwise defined in this Schedule, shall have the same meaning as those terms in the Agreement.

 

1. TERM

 

The fees set forth in this Schedule shall be effective for a period of three (3) years, commencing from the effective date of May 1, 2022 (“Initial Term”). If no new fee schedule is agreed upon prior to a Renewal Term, provided that service mix and volumes remain constant, the fees listed in the Schedule shall be increased by the accumulated change in the National Employment Cost Index for Service Producing Industries (Finance and Insurance) for the preceding years of the expiring term, as published by the Bureau of Labor Statistics of the United States Department of Labor. Fees will be increased on this basis for each successive Renewal Term.

 

2. FEES

 

Ongoing Account Management*

This fee covers the administration of the services listed in Section 3, except as noted otherwise. Expenses associated with providing these services will be charged separately.

 

$[XXX]* Per Month

 

* If the average volume of transactions or inquiries significantly increases during the term of this Agreement, as a result of outside factors or unforeseen circumstances for which Agent is not the proximate cause, Agent and Company shall negotiate an additional fee.

 

Direct Filing of Unclaimed Property

  Annual administration fee $[XXX]
  Due Diligence $[XXX] per Account
  State report fee $[XXX] per positive report
  Negative (nil) report fee $[XXX] per negative report (maximum $[XXX] per year)
  Account processed $[XXX] per Account escheated

 

Lost Shareholder Search Services

  SEC Electronic Database Search $[XXX] per Account searched

 

3. SERVICES

 

Administrative Services

  Assign relationship manager

 

Account Maintenance

  Maintain [XXX] registered Shareholder Accounts (additional Accounts to be billed at $6.00 each per year)
  Create new Shareholder Accounts

 

 

 

 

  Post and acknowledge address changes
  Process other routine file maintenance adjustments
  Post all transactions to the Shareholder file
  Provide confirmation of authorized and issued capital amounts to Company, upon request
  Perform OFAC (Office of Foreign Asset Control) and Patriot Act reporting
  Obtain from Company a tax certification of Company’s U.S. (Form W-9) or non-U.S. (Form W-8) status. If Company is tax resident in a country other than the United States, additional fees may apply. Company will notify Agent of any changes to its country of tax residence.

 

Share Issuance

  Issue, cancel and register Shares (certificate issuances, if applicable, may be subject to Shareholder-paid additional fees)
  Process transfers as appropriate
  Place, maintain and remove stop-transfer notations

 

Shareholder Communications

  Provide Company-specific Shareholder contact number
  Provide Interactive Voice Response (IVR) 24/7 (subject to system maintenance)
  Respond to Shareholder inquiries (written, e-mail and web)
  Record Shareholder calls
  Scan and image incoming correspondence from Shareholders
  Solicit, collect and record consents and U.S mobile telephone numbers from Shareholders for Agent to send text messages. Such consents and information may be collected via IVR, the Investor Center™ website, Shareholder calls, or in writing.
  For consented Accounts, provide text message notifications for:

  various transactions (not to replace legally required notifications)
  action to be taken on an Account (e.g., uncashed checks, uncertified TIN)

  Receive and record requests to stop text messages
  Administer text message campaigns (as agreed upon between Company and Agent, and which may be subject to additional fees)
  Agent may, from time to time, conduct surveys of Shareholders regarding the Services they receive from Agent under this Agreement

 

Direct Registration System (“DRS”)

  Register, issue and transfer DRS book-entry Shares
  Issue DRS statements of holding
  Provide Shareholders with the ability to sell Shares in accordance with the terms and conditions, including applicable fees, of the DRS Sales Facility
  Process sales requests within the appropriate timeframe based on the type of service requested, in accordance with the terms of the DRS Sales Facility
  Coordinate the issuance, payment and reconcilement for any proceeds stemming from the use of the DRS Sales Facility, in accordance with the terms and conditions of the facility
  Coordinate the mailing of advices to Shareholders
  Accept and cancel certificated Shares and credit such Shares into a DRS position

 

Online Access

  Provide availability to Agent’s Issuer Online™ website, which provides access to Company and Shareholder information administered by Agent and permits data management including accessing standard reports such as Top 10 - 200 Shareholder lists, submitting real-time inquiries such as an issued capital query, and reporting by holding range
  Provide availability to Agent’s Investor Center™ website, which provides Shareholder Account information, transaction capabilities, downloadable forms and FAQs
  Provide on-demand reporting to allow Company to generate non-standard reports at Agent’s standard fee for such reports

 

 

 

 

Dividend Services

  Initiate dividend payments (check, wire, ACH, etc.) following receipt of sufficient funds from Company
  Coordinate the mailing of dividend checks
  Prepare and file federal information returns (Form 1099) of dividends paid in a year
  Prepare and file state information returns of dividends paid in a year to Shareholders resident within such state
  Prepare and file annual withholding return (Form 1042) and payments to the government of income taxes withheld from non-resident aliens
  Coordinate the mailing of Form 1099 to Shareholders
  Coordinate the email notification to Shareholders of the online availability of Form 1099
  Replace lost dividend checks
  Reconcile paid and outstanding checks
  Code “undeliverable” Accounts to suppress mailing dividend checks to same
  Keep records of accumulated uncashed dividends
  Withhold tax from Shareholder Accounts as required by United States government regulations
  Reconcile and report taxes withheld, including additional Form 1099 reporting requirements, to the Internal Revenue Service
  Mail to new Accounts who have had taxes withheld, to inform them of procedures to be followed to curtail subsequent back-up withholding
  Perform Shareholder file adjustments to reflect certification of Accounts
  Track and mail notices to “unresponsive payees” as required by SEC Rule 17Ad-17, and replace checks as requested by unresponsive payees

 

Automated Clearing House (ACH) Services

Company authorizes Agent to originate ACH debits (for Plan purchases) and credits (dividends and other payments under the Agreement) at the request of Shareholders. ACH transactions will be subject to NACHA (National Automated Clearing House Association) Operating Rules. Agent will not provide notice to Company of each ACH item processed. Payments made by ACH credit that are rejected will be deemed paid when a check is issued to the Shareholder.

 

  Review data for accuracy and completeness
  Mail cure letter to Shareholders who have provided incomplete information
  Code Accounts for ACH and perform pre-note test
  Identify rejected ACH transmissions, and mail check and explanation letter to Shareholders with rejected transmissions
  Respond to Shareholder inquiries concerning the ACH Program
  Maintain ACH participant file, including coding new ACH Accounts
  Process termination requests

 

Investment Plan Services

  Provide Plan prospectus or brochure consultation including review of terms to ensure consistent with operation of Plan and Plan eligibility, criteria, services and features, and any fees associated with all aspects of the Plan. The Plan prospectus or brochure will further be reviewed for accuracy of information concerning Agent and any legal requirements applicable to Trust Company in administering the Plan.
  Prepare draft introduction letters coming from the either Company or Agent, with final letter to be agreed upon by the parties
  Create enrollment form for Shareholders and, if applicable, initial investment form for interested investors
  Provide outbound material enclosing and the courtesy reply envelope (to promote ease of participation)
  Build and house all program documents and assist in the creation of any links between Agent’s and Company’s homepages
  Administer Account enrollment, maintenance, and termination for investors who enroll in the Plan (collectively, “Participants”)

 

 

 

 

  Reconcile investments
  Credit and debit Participants’ Accounts
  Handle prospective and current Participants’ inquiries
  Accept and cancel certificated Shares and credit such Shares in book-entry form into the Plan
  Administer the electronic transfers of Shares, as applicable, to Participants
  As requested, invest dividend monies and optional cash purchases per the Plan document
  Coordinate the distribution of statements and/or transaction advices to Participants when activity occurs, as required
  Coordinate an email notification to requesting Participants of the online availability of their Plan statements
  Process automatic investments
  Process termination and withdrawal requests
  Provide Participants with the ability to sell Shares in accordance with the terms of the Plan
  Process sale requests within the appropriate timeframe based on the type of service requested and the stipulations of the Plan
  Coordinate the issuance, payment and reconcilement for any sales proceeds for sales transactions processed under the Plan, in accordance with the terms and conditions of the Plan
  Withhold and make payments to the IRS of back-up withholding of Participants, if applicable;
  Issue the proper tax forms and perform the required reporting to the IRS
  Supply summary reports for each reinvestment/investment to Company if requested
  Coordinate the mailing of annual privacy notice to Participants, as required, at Company’s expense

 

International Currency Exchange

Computershare may, at its option, offer a currency conversion service (“ICE Service”) to certain Shareholders whereby any such Shareholder can elect to receive payments in a currency other than U.S. Dollars. The ICE Service is voluntary and will only be provided to a Shareholder who selects such ICE Service and who agrees to the ICE Service terms and conditions. Agent shall charge a processing fee to the Shareholder and may receive compensation from the currency conversion service provider. Company will not incur fees resulting from the ICE Service.

 

Annual Meeting Services (includes one annual meeting per year, excludes annual meetings conducted through consent)

  Provide a proxy record date list through the Issuer Online™ website’s FileShare; includes Shareholder name, address and Share amount (additional fees assessed for paper requests or other file delivery mechanisms)
  Address proxy cards for all registered Shareholders
  Coordinate the mailing of the proxy package
  Receive, open and examine returned paper proxies
  Tabulate returned paper proxies
  Provide Company with a vote status through the Issuer OnlineProxy Watch™ feature
  Attend Annual Meeting as Inspector of Election when Agent is the proxy tabulator (travel expenses billed as incurred)
  Prepare a final voted/unvoted list through the Issuer OnlineProxy Watch™ feature
  Coordinate the return/destruction of excess materials

 

Direct Filing of Unclaimed Property

  Coordinate the mailing of due diligence notices to all qualifying Shareholder Accounts as defined by the state filing matrix
  Process responses to due diligence notices and re-issue uncashed checks to Shareholders as applicable
  Prepare and file required preliminary and final unclaimed property reports
  Prepare and file checks/wires for each state covering unclaimed funds as per state requirements
  Issue and file stock/stock certificate(s) registered to the applicable state(s) representing returned (RPO) certificates and underlying Share positions
  Retain, as required by law or otherwise, records of property escheated to the states and respond, after appropriate research, to Shareholder inquiries relating to same

 

 

 

 

Lost Shareholder Search Services

  Identify Accounts eligible for SEC mandated searches
  Perform electronic database searches in accordance with SEC requirements
  Update new addresses provided by search firm
  Send verification form to Shareholder to validate address
  Reissue unclaimed property held to Shareholders upon receipt of signed verification form

 

OTC Reporting

If Company is listed on the OTCQX, OTCQB, or OTC Pink Open Market at any time while the Agreement is in effect, Company authorizes and instructs Agent to provide the following information to the OTC Markets Group Inc. on a daily basis electronically through the Transfer Agent Verified Shares Program:

  CUSIP
  Number of Outstanding Shares (and as-of date for such number)
  Number of authorized Shares or “unlimited” (and as-of date for such number)
  Number of Shares held with Cede & Co. (and as-of date for such number), plus all other Shares without a restricted legend
  Number of restricted Shares (and as-of date for such number)

 

4. Expenses

 

Company will be responsible for expenses associated with the Services listed in Section 3 of this Schedule, as applicable, including but not limited to, charges for print/mail (paper, imaging, enclosing, envelopes, sorting, delivery/postage), eDelivery, and DTC transactions.

 

Postage expenses in excess of $[XXX] for Shareholder mailings must be received in full by 12:00 p.m. Eastern Time on the scheduled mailing date. Postage expenses less than $[XXX] will be billed as incurred.

 

5. Billing Definition of Number of Accounts

 

For billing purposes, the number of Accounts will be based on open Accounts on file at the beginning of each billing period, plus any new Accounts added during that period. An open Account shall mean the Account of each Shareholder which Account shall hold any full or fractional Shares held by such Shareholder, outstanding funds, or reportable tax information.

 

6. Additional Services and Fees

 

Company will be responsible for payment for services not specifically listed in Section 3 but related to the services listed in Section 3 of this Schedule or in the Agreement, as applicable based on usage, including but not limited to, record retention, telephone line charges, RPO re-mails, courier services, freight, National Change of Address (NCOA) searches, exchange and broker fees, online knowledge-based authentication for users of the Investor Center™ website, PIN letters for users of the Investor Center™ website, certificate mailing, responses to Company in relation to Shareholder or other living individual requests under data privacy laws, and responses to subpoenas. Company acknowledges and agrees that Agent may charge additional fees to third parties for transactions or services requested by such third parties (e.g., brokerage firms, Shareholders) that are related to the Services.

 

Services such as the payment of a stock dividend, a stock split, a corporate reorganization, mass issuance, or an unvested stock program; audit services; regulatory reports; services provided to a vendor of Company; services related to special meetings; Notice and Access Services; or any services associated with a special project are subject to additional fees.

 

Services required by legislation or regulatory fiat which become effective after the date of acceptance of this Schedule shall not be a part of the Services and may be subject to additional fees.

 

Company will be responsible for overtime charges assessed in the event of a late delivery to Agent of Company material for mailings to Shareholders, unless the mail date is rescheduled. Such material includes, but is not limited to, proxy statements, quarterly and annual reports and news releases.

 

 

 

 

In WITNESS WHEREOF, each of the parties hereto has caused this Schedule to be executed by one of its officers thereunto duly authorized, all as of the effective date hereof.

 

Computershare Inc.    
Computershare Trust Company, N. A.   CBRE Global Real Estate Income Fund
     
On Behalf of Both Entities:    
     
By: /s/ Rachel Fisher   By: /s/ Jonathan A. Blome
     
Name: Rachel Fisher   Name: Jonathan A. Blome
     
Title: Sr Contract Negotiation Specialist   Title: Chief Financial Officer

 

 

 

 

 

 

[SIGNATURE PAGE TO FEE AND SERVICE SCHEDULE FOR STOCK TRANSFER SERVICES]