As filed with the Securities and Exchange Commission on July 2, 2024
Securities Act File No. 333-269889
Investment Company Act File No. 811-21465
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
(CHECK APPROPRIATE BOX OR BOXES)
| ☒ | REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | |
| ☐ | Pre-Effective Amendment No. | |
| ☒ | Post-Effective Amendment No. 2 | |
| ☒ | REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | |
| ☒ | Amendment No. 12 | |
(Exact name of Registrant as specified in Charter)
(Address of principal executive offices)
(Registrant’s Telephone Number, including Area Code)
CBRE Global Real Estate Income Fund
(Name and Address of Agent for Service)
Copies To:
Thomas S. Harman
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue NW
Washington, DC 20004
Approximate Date of Proposed Public Offering: From time to time after the effective date of the Registration Statement.
☐ Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.
☒ Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”) other than securities offered in connection with a dividend reinvestment plan.
☐ Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.
☐ Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.
☐ Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.
It is proposed that this filing will become effective (check appropriate box):
☐ when declared effective pursuant to Section 8(c) of the Securities Act.
If appropriate, check the following box:
☐ This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
☐ This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: .
Check each box that appropriately characterizes the Registrant:
☒ Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).
☐ Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).
☐ Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).
☒ A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
☐ If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.
☐ New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to CBRE Global Real Estate Income Fund’s (the “Registrant”) Registration Statement on Form N-2 (File No. 333-269889) (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing certain exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 2 to the Registration Statement consists only of a facing page, this explanatory note, and Part C. The Registrant hereby incorporates by reference the Prospectus and Statement of Additional Information, filed as Parts A and B, respectively, in the Registrant’s Registration Statement on Form N-2, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 21, 2023 (Accession No. 0001174947-23-000233).
As permitted by Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 2 shall become effective upon filing with the SEC.
PART C – OTHER INFORMATION
| Item 25. | Financial Statements and Exhibits |
1. Financial Statements.
Part A — Financial Highlights for the fiscal years ended December 31, 2022, 2021, 2020, 2019, 2018, 2017, 2016, 2015, 2014, and 2013.
2. Exhibits.
| Item 26. | Marketing Arrangements |
Any information concerning arrangements known to the Registrant, principal holders of Trust shares, and/or any of the Trust’s underwriters made for any of the following purposes: (1) to limit or restrict sale of other securities of the same class as those being offered for the period of distribution; (2) to stabilize the market for any of the securities to be offered; or (3) to hold each underwriter or dealer responsible for the distribution of his or her participation, will be contained in the accompanying prospectus supplement, if any, and is incorporated herein by reference.
| Item 27. | Other Expenses of Issuance and Distribution |
The following table sets forth the estimated expenses to be incurred in connection with the offering described in this registration statement:
| Registration Fees | $ | 21,500 | ||
| Printing and Mailing Expenses | $ | 114,000 | ||
| Legal Fees and Expenses | $ | 275,000 | ||
| Financial Advisory | $ | 1,118,600 | ||
| Miscellaneous | $ | 112,500 | ||
| Total | $ | 1,641,600 |
| Item 28. | Persons Controlled by or Under Common Control |
None.
| Item 29. | Number of Holders of Securities |
At May 3, 2024:
| Title of Class | Number of Record Holders | |||
| Shares of Common Stock, par value $0.001 | 51,176 | |||
| Item 30. | Indemnification |
Article V of the Registrant’s Agreement and Declaration of Trust provides as follows:
5.1 No Personal Liability of Shareholders, Trustees, etc. No Shareholder of the Trust shall be subject in such capacity to any personal liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust. Shareholders shall have the same limitation of personal liability as is extended to stockholders of a private corporation for profit incorporated under the Delaware General Corporation Law. No Trustee or officer of the Trust shall be subject in such capacity to any personal liability whatsoever to any Person, save only liability to the Trust or its Shareholders arising from bad faith, willful misfeasance, gross negligence or reckless disregard for his duty to such Person; and, subject to the foregoing exception, all such Persons shall look solely to the Trust Property for satisfaction of claims of any nature arising in connection with the affairs of the Trust. If any Shareholder, Trustee or officer, as such, of the Trust, is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, he shall not, on account thereof, be held to any personal liability. Any repeal or modification of this Section 5.1 shall not adversely affect any right or protection of a Trustee or officer of the Trust existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.
5.2 Mandatory Indemnification. (a) The Trust hereby agrees to indemnify each person who at any time serves as a Trustee or officer of the Trust (each such person being an “indemnitee”) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and reasonable counsel fees reasonably incurred by such indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which he may be or may have been involved as a party or otherwise or with which he may be or may have been threatened, while acting in any capacity set forth in this Article V by reason of his having acted in any such capacity, except with respect to any matter as to which he shall not have acted in good faith in the reasonable belief that his action was in the best interest of the Trust or, in the case of any criminal proceeding, as to which he shall have had reasonable cause to believe that the conduct was unlawful, provided, however, that no indemnitee shall be indemnified hereunder against any liability to any person or any expense of such indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence, or (iv) reckless disregard of the duties involved in the conduct of his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as “disabling conduct”). Notwithstanding the foregoing, with respect to any action, suit or other proceeding voluntarily prosecuted by any indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such indemnitee (1) was authorized by a majority of the Trustees or (2) was instituted by the indemnitee to enforce his or her rights to indemnification hereunder in a case in which the indemnitee is found to be entitled to such indemnification. The rights to indemnification set forth in this Declaration shall continue as to a person who has ceased to be a Trustee or officer of the Trust and shall inure to the benefit of his or her heirs, executors and personal and legal representatives. No amendment or restatement of this Declaration or repeal of any of its provisions shall limit or eliminate any of the benefits provided to any person who at any time is or was a Trustee or officer of the Trust or otherwise entitled to indemnification hereunder in respect of any act or omission that occurred prior to such amendment, restatement or repeal.
(b) Notwithstanding the foregoing, no indemnification shall be made hereunder unless there has been a determination (i) by a final decision on the merits by a court or other body of competent jurisdiction before whom the issue of entitlement to indemnification hereunder was brought that such indemnitee is entitled to indemnification hereunder or, (ii) in the absence of such a decision, by (1) a majority vote of a quorum of those Trustees who are neither Interested Persons of the Trust nor parties to the proceeding (“Disinterested Non-Party Trustees”), that the indemnitee is entitled to indemnification hereunder, or (2) if such quorum is not obtainable or even if obtainable, if such majority so directs, independent legal counsel in a written opinion concludes that the indemnitee should be entitled to indemnification hereunder. All determinations to make advance payments in connection with the expense of defending any proceeding shall be authorized and made in accordance with the immediately succeeding paragraph (c) below.
(c) The Trust shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Trust receives a written affirmation by the indemnitee of the indemnitee’s good faith belief that the standards of conduct necessary for indemnification have been met and a written undertaking to reimburse the Trust unless it is subsequently determined that the indemnitee is entitled to such indemnification and if a majority of the Trustees determine that the applicable standards of conduct necessary for indemnification appear to have been met. In addition, at least one of the following conditions must be met: (i) the indemnitee shall provide adequate security for his undertaking, (ii) the Trust shall be insured against losses arising by reason of any lawful advances, or (iii) a majority of a quorum of the Disinterested Non-Party Trustees, or if a majority vote of such quorum so direct, independent legal counsel in a written opinion, shall conclude, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is substantial reason to believe that the indemnitee ultimately will be found entitled to indemnification.
(d) The rights accruing to any indemnitee under these provisions shall not exclude any other right which any person may have or hereafter acquire under this Declaration, the By-Laws of the Trust, any statute, agreement, vote of stockholders or Trustees who are not Interested Persons of the Trust or any other right to which he or she may be lawfully entitled.
(e) Subject to any limitations provided by the 1940 Act and this Declaration, the Trust shall have the power and authority to indemnify and provide for the advance payment of expenses to employees, agents and other Persons providing services to the Trust or serving in any capacity at the request of the Trust to the full extent corporations organized under the Delaware General Corporation Law may indemnify or provide for the advance payment of expenses for such Persons, provided that such indemnification has been approved by a majority of the Trustees.
5.3 No Bond Required of Trustees. No Trustee shall, as such, be obligated to give any bond or other security for the performance of any of his duties hereunder.
5.4 No Duty of Investigation; Insurance, etc. No purchaser, lender, transfer agent or other person dealing with the Trustees or with any officer, employee or agent of the Trust shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation, contract, undertaking, instrument, certificate, Share, other security of the Trust, and every other act or thing whatsoever executed in connection with the Trust shall be conclusively taken to have been executed or done by the executors thereof only in their capacity as Trustees under this Declaration or in their capacity as officers, employees or agents of the Trust. The Trustees may maintain insurance for the protection of the Trust Property, its Shareholders, Trustees, officers, employees and agents in such amount as the Trustees shall deem adequate to cover possible tort liability, and such other insurance as the Trustees in their sole judgment shall deem advisable or is required by the 1940 Act.
5.5 Reliance on Experts, etc. Each Trustee and officer or employee of the Trust shall, in the performance of its duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Trust, upon an opinion of counsel, or upon reports made to the Trust by any of the Trust’s officers or employees or by any advisor, administrator, manager, distributor, selected dealer, accountant, appraiser or other expert or consultant selected with reasonable care by the Trustees, officers or employees of the Trust, regardless of whether such counsel or expert may also be a Trustee.
Section 9 of the Registrant’s Investment Advisory Agreement provides as follows:
(a) The Trust hereby agrees to indemnify the Advisor, and each of the Advisor’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Advisor’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an “Indemnitee”) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee’s action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as “disabling conduct”), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee’s action was in the best interest of the Trust and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees of the Trust.
(b) The Trust shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Trust receives a written affirmation of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Trust unless it is subsequently determined that such Indemnitee is entitled to such indemnification and if the trustees of the Trust determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Indemnitee shall provide a security for such Indemnitee-undertaking, (B) the Trust shall be insured against losses arising by reason of any lawful advance, or (C) a majority of a quorum consisting of trustees of the Trust who are neither “interested persons” of the Trust (as defined in Section 2(a)(19) of the 1940 Act) nor parties to the proceeding (“Disinterested Non-Party Trustees”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Indemnitee ultimately will be found entitled to indemnification.
(c) All determinations with respect to indemnification hereunder shall be made (1) by a final decision on the merits by a court or other body before whom the proceeding was brought that such Indemnitee is not liable or is not liable by reason of disabling conduct, or (2) in the absence of such a decision, by (i) a majority vote of a quorum of the Disinterested Non-Party Trustees of the Trust, or (ii) if such a quorum is not obtainable or, even if obtainable, if a majority vote of such quorum so directs, independent legal counsel in a written opinion. All determinations that advance payments in connection with the expense of defending any proceeding shall be authorized shall be made in accordance with the immediately preceding clause (2) above.
The rights accruing to any Indemnitee under these provisions shall not exclude any other right to which such Indemnitee may be lawfully entitled.
| Item 31. | Business and Other Connections of Investment Advisor |
CBRE Investment Management Listed Real Assets LLC (the “Advisor”), a limited liability company organized under the laws of the State of Delaware, serves as investment adviser to the Registrant. The Registrant is fulfilling the requirement of this Item 31 by confirming that the Advisor, nor any officers or directors of the Advisor, engaged in any other business, profession, vocation or employment of a substantial nature during the Registrant’s past two fiscal years other than their positions with the Registrant. The positions of the officers and directors of the Advisor, held with the Registrant, are disclosed in one or more of the following documents: (1) the Registrant’s Statement of Additional Information; (2) the Registrant’s Annual Shareholder Report dated December 31, 2023; and (3) the Advisor’s Form ADV (File No. 801-49083) filed under the Investment Advisers Act of 1940, as amended.
| Item 32. | Location of Accounts and Records |
The Registrant’s accounts, books and other documents are currently located at the offices of the Registrant, c/o CBRE Investment Management Listed Real Assets LLC, 555 Lancaster Avenue, Suite 120, Radnor, Pennsylvania 19087, and at the offices of The Bank Of New York Mellon, the Registrant’s Custodian, Administrator, and the Transfer Agent, located at 240 Greenwich Street, New York, New York 10286.
| Item 33. | Management Services |
Not Applicable.
| Item 34. | Undertakings |
1. Not applicable.
2. Not applicable.
3. The Registrant undertakes:
| (a) | to file, during a period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| (1) | to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”); |
| (2) | to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
| (3) | to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. |
Provided, however, that paragraphs (a)(1), (a)(2), and (a)(3) of this section do not apply to the extent the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference into the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
| (b) | that, for the purpose of determining any liability under the Securities Act, each post-effective amendment to this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof; |
| (c) | to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; |
| (d) | that, for the purpose of determining liability under the Securities Act to any purchaser: |
| (1) | if the Registrant is relying on Rule 430B [17 CFR 230.430B]: |
| (A) | Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| (B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing
the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at
that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities
in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date; or |
| (2) | if the Registrant is subject to Rule 430C: each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
| (e) | that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities: |
The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:
| (1) | any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act; |
| (2) | free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; |
| (3) | the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and |
| (4) | any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
4. Not applicable.
5. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
6. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
7. The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery within two business days of receipt of a written or oral request, any Statement of Additional Information.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the Investment Company Act of 1940, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, and Commonwealth of Pennsylvania, on the 2nd day of July, 2024.
| CBRE GLOBAL REAL ESTATE INCOME FUND | |
| /s/ Joseph P. Smith | |
| Joseph P. Smith | |
| President and Principal Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ T. Ritson Ferguson* | Member of the Board of Trustees | July 2, 2024 | ||
| T. Ritson Ferguson | ||||
| /s/ Asuka Nakahara* | Member of the Board of Trustees | July 2, 2024 | ||
| Asuka Nakahara | ||||
| /s/ John R. Bartholdson* | Member of the Board of Trustees | July 2, 2024 | ||
| John R. Bartholdson | ||||
| /s/ Leslie E. Greis* | Member of the Board of Trustees | July 2, 2024 | ||
| Leslie E. Greis | ||||
| /s/ Heidi Stam* | Member of the Board of Trustees | July 2, 2024 | ||
| Heidi Stam | ||||
/s/ Jonathan A. Blome |
Principal Financial Officer | July 2, 2024 | ||
| Jonathan A. Blome | ||||
/s/ Joseph P. Smith |
||||
| * Joseph P. Smith, Attorney-in-Fact, pursuant to power of attorney | ||||
EXHIBIT INDEX
| Exhibit Number | Exhibit | |
| EX-99.B | Amended and Restated By-Laws of the Registrant, dated as of June 7, 2024 | |
| EX-99.R1 | Registrant’s Code of Ethics |
Exhibit (b)
AMENDED AND RESTATED
BY-LAWS
OF
CBRE GLOBAL REAL ESTATE INCOME FUND
Dated as of June 7, 2024
| Page | ||
| ARTICLE I | Shareholder Meetings | 1 |
| 1.1 | Chairperson | 1 |
| 1.2 | Proxies; Voting | 1 |
| 1.3 | Fixing Record Dates | 1 |
| 1.4 | Inspectors of Election | 1 |
| 1.5 | Records at Shareholder Meetings | 2 |
| ARTICLE II | Trustees | 2 |
| 2.1 | Annual and Regular Meetings | 2 |
| 2.2 | Chairperson; Records | 2 |
| ARTICLE III | Officers | 2 |
| 3.1 | Officers of the Trust | 2 |
| 3.2 | Election and Tenure | 2 |
| 3.3 | Removal of Officers | 3 |
| 3.4 | Bonds and Surety | 3 |
| 3.5 | President and Vice Presidents | 3 |
| 3.6 | Secretary | 3 |
| 3.7 | Treasurer | 4 |
| 3.8 | Other Officers and Duties | 4 |
| ARTICLE IV | Miscellaneous | 4 |
| 4.1 | Depositories | 4 |
| 4.2 | Signatures | 4 |
| 4.3 | Seal | 4 |
| ARTICLE V | Stock Transfers | 5 |
| 5.1 | Transfer Agents, Registrars and the Like | 5 |
| 5.2 | Transfer of Shares | 5 |
| 5.3 | Registered Shareholders | 5 |
| ARTICLE VI | Amendment of By-Laws | 5 |
| 6.1 | Amendment and Repeal of By-Laws | 5 |
-i-
CBRE GLOBAL REAL ESTATE INCOME FUND
AMENDED AND RESTATED BY-LAWS
These Amended and Restated By-Laws are made and adopted pursuant to Section 3.9 of the Amended and Restated Agreement and Declaration of Trust establishing CBRE Global Real Estate Income Fund dated as of June 7, 2024, as from time to time amended (hereinafter called the “Declaration”). All words and terms capitalized in these By-Laws shall have the meaning or meanings set forth for such words or terms in the Declaration.
ARTICLE
I
Shareholder Meetings
1.1 Chairperson. The Chairperson of the Board of Trustees, if any, shall act as chairperson at all meetings of the Shareholders; in the Chairperson's absence at a meeting of Shareholders, the Chairperson of the Nominating Committee of the Board of Trustees shall preside over the applicable meeting.
1.2 Proxies; Voting. Shareholders may vote either in person or by duly executed proxy and each full share represented at the meeting shall have one vote, all as provided in Article 10 of the Declaration.
1.3 Fixing Record Dates. For the purpose of determining the Shareholders who are entitled to notice of or to vote or act at any meeting, including any adjournment thereof, or who are entitled to participate in any dividends, or for any other proper purpose, the Trustees may from time to time, without closing the transfer books, fix a record date in the manner provided in Section 10.3 of the Declaration. If the Trustees do not prior to any meeting of Shareholders so fix a record date or close the transfer books, then the date of mailing notice of the meeting or the date upon which the dividend resolution is adopted, as the case may be, shall be the record date.
1.4 Inspectors of Election. In advance of any meeting of Shareholders, the Trustees may appoint Inspectors of Election to act at the meeting or any adjournment thereof. If Inspectors of Election are not so appointed, the Chairperson, if any, of any meeting of Shareholders may, and on the request of any Shareholder or Shareholder proxy shall, appoint Inspectors of Election of the meeting. The number of Inspectors of Election shall be either one or three. If appointed at the meeting on the request of one or more Shareholders or proxies, a majority of Shares present shall determine whether one or three Inspectors of Election are to be appointed, but failure to allow such determination by the Shareholders shall not affect the validity of the appointment of Inspectors of Election. In case any person appointed as Inspector of Election fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the Trustees in advance of the convening of the meeting or at the meeting by the person acting as chairperson. The Inspectors of Election shall determine the number of Shares outstanding, the Shares represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies, shall receive votes, ballots or consents, shall hear and determine all challenges and questions in any way arising in connection with the right to vote, shall count and tabulate all votes or consents, determine the results, and do such other acts as may be proper to conduct the election or vote with fairness to all Shareholders. If there are three Inspectors of Election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. On request of the Chairperson, if any, of the meeting, or of any Shareholder or Shareholder proxy, the Inspectors of Election shall make a report in writing of any challenge or question or matter determined by them and shall execute a certificate of any facts found by them.
1.5 Records at Shareholder Meetings. At each meeting of the Shareholders, there shall be made available for inspection at a convenient time and place during normal business hours, if requested by Shareholders, the minutes of the last previous Annual or Special Meeting of Shareholders of the Trust and a list of the Shareholders of the Trust, as of the record date of the meeting or the date of closing of transfer books, as the case may be. Such list of Shareholders shall contain the name and the address of each Shareholder in alphabetical order and the number of Shares owned by such Shareholder. Shareholders shall have such other rights and procedures of inspection of the books and records of the Trust as are granted to shareholders of a Delaware business corporation.
ARTICLE
II
Trustees
2.1 Annual and Regular Meetings. Meetings of the Trustees shall be held from time to time upon the call of the Chairperson, if any, the President, the Secretary or any two Trustees. Regular meetings of the Trustees may be held without call or notice and shall generally be held quarterly. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Trustees need be stated in the notice or waiver of notice of such meeting, and no notice need be given of action proposed to be taken by unanimous written consent.
2.2 Chairperson; Records. The Chairperson, if any, shall act as chairperson at all meetings of the Trustees; in the absence of a chairperson, the Chairperson of the Nominating Committee of the Board of Trustees shall preside over the applicable meeting of the Board of Trustees. The results of all actions taken at a meeting of the Trustees, or by unanimous written consent of the Trustees, shall be recorded by the person appointed by the Board of Trustees as the meeting secretary.
ARTICLE
III
Officers
3.1 Officers of the Trust. The officers of the Trust shall consist of a President, a Secretary, a Treasurer and such other officers or assistant officers as may be elected or authorized by the Trustees. Any two or more of the offices may be held by the same Person, except that the same person may not be both President and Secretary. No other officer of the Trust need be a Trustee.
3.2 Election and Tenure. At the initial organization meeting, the Trustees shall elect the Chairperson, if any, President, Secretary, Treasurer and such other officers as the Trustees shall deem necessary or appropriate in order to carry out the business of the Trust. Such officers shall serve at the pleasure of the Trustees or until their successors have been duly elected and qualified. The Trustees may fill any vacancy in office or add any additional officers at any time.
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3.3 Removal of Officers. Any officer may be removed at any time, with or without cause, by action of a majority of the Trustees. This provision shall not prevent the making of a contract of employment for a definite term with any officer and shall have no effect upon any cause of action which any officer may have as a result of removal in breach of a contract of employment. Any officer may resign at any time by notice in writing signed by such officer and delivered or mailed to the Chairperson, if any, President, or Secretary, and such resignation shall take effect immediately upon receipt by the Chairperson, if any, President, or Secretary, or at a later date according to the terms of such notice in writing.
3.4 Bonds and Surety. Any officer may be required by the Trustees to be bonded for the faithful performance of such officer’s duties in such amount and with such sureties as the Trustees may determine.
3.5 President and Vice Presidents. The President shall be the chief executive officer of the Trust and subject to the control of the Trustees, shall have general supervision, direction and control of the business of the Trust and of its employees and shall exercise such general powers of management as are usually vested in the office of President of a corporation. Subject to direction of the Trustees, the President shall each have power in the name and on behalf of the Trust to execute any and all loans, documents, contracts, agreements, deeds, mortgages, registration statements, applications, requests, filings and other instruments in writing, and to employ and discharge employees and agents of the Trust. Unless otherwise directed by the Trustees, the President shall have full authority and power, on behalf of all of the Trustees, to attend and to act and to vote, on behalf of the Trust at any meetings of business organizations in which the Trust holds an interest, or to confer such powers upon any other persons; by executing any proxies duly authorizing such persons. The President shall have such further authorities and duties as the Trustees shall from time to time determine. In the absence or disability of the President, the. Vice-Presidents in order of their rank as fixed by the Trustees or, if more than one and not ranked, the Vice-President designated by the Trustees, shall perform all of the duties of the President, and when so acting shall have all the powers of and be subject to all of the restrictions upon the President. Subject to the direction of the Trustees, and of the President, each Vice-President shall have the power in the name and on behalf of the Trust to execute any and all instruments in writing, and, in addition, shall have such other duties and powers as shall be designated from time to time by the Trustees or by the President.
3.6 Secretary. The Secretary shall maintain the minutes of all meetings of, and record all votes of, Shareholders, Trustees and the Executive Committee, if any. The Secretary shall be custodian of the seal of the Trust, if any, and the Secretary (and any other person so authorized by the Trustees): shall affix the seal, or if permitted, facsimile thereof, to any instrument executed by the Trust which would be sealed by a Delaware business corporation executing the same or a similar instrument and shall attest the seal and the signature or signatures of the officer or officers executing such instrument on behalf of the Trust. The Secretary shall also perform any other duties commonly incident to such office in a Delaware business corporation, and shall have such other authorities and duties’ as the Trustees shall from time to time determine.
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3.7 Treasurer. Except as otherwise directed by the Trustees, the Treasurer shall have the general supervision of the monies, funds, securities, notes receivable and other valuable papers and documents of the Trust, and shall have and exercise under the supervision of the Trustees and of the President all powers and duties normally incident to the office. The Treasurer may endorse for deposit or collection all notes, checks and other instruments payable to the Trust or to its order. The Treasurer shall deposit all funds of the Trust in such depositories as the Trustees shall designate. The Treasurer shall be responsible for such disbursement of the funds of the Trust as may be ordered by the Trustees or the President. The Treasurer shall keep accurate account of the books of the Trust’s transactions which shall be the property of the Trust, and which together with all other property of the Trust in the Treasurer’s possession, shall be subject at all times to the inspection and control of the Trustees. Unless the Trustees shall otherwise determine, the Treasurer shall be the principal accounting officer of the Trust and shall also be the principal financial officer of the Trust. The Treasurer shall have such other duties and authorities as the Trustees shall from time to time determine. Notwithstanding anything to the contrary herein contained, the Trustees may authorize any adviser, administrator, manager or transfer agent to maintain bank accounts and deposit and disburse funds of any series of the Trust on behalf of such series.
3.8 Other Officers and Duties. The Trustees may elect such other officers and assistant officers as they shall from time to time determine to be necessary or desirable in order to conduct the business of the Trust. Assistant officers shall act generally in the absence of the officer whom they assist and shall assist that officer in the duties of the office. Each officer, employee and agent of the Trust shall have such other duties and authority as may be conferred upon such person by the Trustees or delegated to such person by the President.
ARTICLE
IV
Miscellaneous
4.1 Depositories. In accordance with Section 7.1 of the Declaration, the funds of the Trust shall be deposited in such custodians as the Trustees shall designate and shall be drawn out on checks, drafts or other orders signed by such officer, officers, agent or agents (including the adviser, administrator or manager), as the Trustees may from time to time authorize.
4.2 Signatures. All contracts and other instruments shall be executed on behalf of the Trust by its properly authorized officers, agent or agents, as provided in the Declaration or By-laws or as the Trustees may from time to time by resolution provide.
4.3 Seal. The Trust is not required to have any seal, and the adoption or use of a seal shall be purely ornamental and be of no legal effect. The seal, if any, of the Trust may be affixed to any instrument, and the seal and its attestation may be lithographed, engraved or otherwise printed on any document with the same force and effect as if it had been imprinted and affixed manually in the same manner and with the same force and effect as if done by a Delaware business corporation. The presence or absence of a seal shall have no effect on the validity, enforceability or binding nature of any document or instrument that is otherwise duly authorized, executed and delivered.
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ARTICLE V
Stock Transfers
5.1 Transfer Agents, Registrars and the Like. As provided in Section 6.7 of the Declaration, the Trustees shall have authority to employ and compensate such transfer agents and registrars with respect to the Shares of the Trust as the Trustees shall deem necessary or desirable. In addition, the Trustees shall have power to employ and compensate such dividend disbursing agents, warrant agents and agents for the reinvestment of dividends as they shall deem necessary or desirable. Any of such agents shall have such power and authority as is delegated to any of them by the Trustees.
5.2 Transfer of Shares. The Shares of the Trust shall be transferable on the books of the Trust only upon delivery to the Trustees or a transfer agent of the Trust of proper documentation as provided in Section 6.8 of the Declaration. The Trust, or its transfer agents, shall be authorized to refuse any transfer unless and until presentation of such evidence as may be reasonably required to show that the requested transfer is proper.
5.3 Registered Shareholders. The Trust may deem and treat the holder of record of any Shares as the absolute owner thereof for all purposes and shall not be required to take any notice of any right or claim of right of any other person.
ARTICLE
VI
Amendment of By-Laws
6.1 Amendment and Repeal of By-Laws. In accordance with Section 3.9 of the Declaration, the Trustees shall have the exclusive power to amend or repeal the By-Laws or adopt new By-Laws at any time. Action by the Trustees with respect to the By-Laws shall be taken by an affirmative vote of a majority of the Trustees. The Trustees shall in no event adopt By-Laws which are in conflict with the Declaration, and any apparent inconsistency shall be construed in favor of the related provisions in the Declaration.
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Exhibit (r)(1)
CBRE GLOBAL REAL ESTATE INCOME FUND
CODE OF ETHICS
Adopted Under Rule 17j-1
CBRE Global Real Estate Income Fund (the “Fund”) is confident that its officers, Trustees and other persons involved with the Fund’s business act with integrity and good faith. The Fund recognizes, however, that personal interests may conflict with the Fund’s interests where officers, Trustees and certain other persons:
| · | Know about the Fund’s present or future portfolio transactions; or |
| · | Have the power to influence the Fund’s portfolio transactions; and |
| · | Engage in securities transactions in their personal account(s). |
In an effort to prevent conflicts of interest from arising, and in accordance with Rule 17j-1 under the Investment Company Act of 1940 (the “1940 Act”), the Fund has adopted this Code of Ethics (the “Code”) to address transactions and conduct that may create conflicts of interest, establish reporting requirements, and create enforcement procedures. Definitions of underlined terms used throughout the Code are included in Appendix I.
I. ABOUT THIS CODE OF ETHICS
A. Who is Covered by the Code?
The Fund’s access persons are covered under this Code. The Fund’s access persons generally are:
| · | All Trustees of the Fund, both interested and independent; |
| · | All Fund Officers; and |
| · | Natural persons in a control relationship to the Fund who obtain information concerning recommendations about the purchase or sale of a security by the Fund (“Natural Control Persons”). The Fund does not currently have any Natural Control Persons. |
B. What Rules Apply to Me?
| · | This Code sets forth specific prohibitions and restrictions. They apply to all access persons of the Fund except where otherwise noted. The Code also sets out securities transaction reporting requirements for access persons. For the reporting requirements that apply to you, please refer to Parts A or B, as indicated below. The securities transaction reporting requirements for officers and employees of the Advisor are found in the Advisor’s Code of Ethics. |
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| · | Independent Trustees | Part A | |
| · | Interested Trustees and Fund Officers | Part B |
| II. | STATEMENT OF GENERAL PRINCIPLES |
In recognition of the trust and confidence placed in the Fund by its shareholders, and because the Fund believes that its operations should benefit its shareholders, the Fund has adopted the following principles to be followed by its access persons:
| A. | The interests of the Fund’s shareholders are paramount. You must place shareholder interests before your own. |
| B. | You must accomplish all personal securities transactions in a manner that avoids any conflict between your personal interests and the interests of the Fund or its shareholders. |
| C. | You must avoid actions or activities that allow you or your family to benefit from your position with the Fund, or that bring into question your independence or judgment. |
III. GENERAL PROHIBITION AGAINST FRAUD, DECEIT AND MANIPULATION
The Fund’s access persons may not, in connection with the purchase or sale, directly or indirectly, of a Security held or to be acquired by the Fund:
| A. | Employ any device, scheme or artifice to defraud the Fund; |
| B. | Make to the Fund any untrue statement of a material fact or omit to state to the Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; |
| C. | Engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Fund; or |
| D. | Engage in any manipulative practice with respect to the Fund. |
IV. REPORTING REQUIREMENTS
Access persons of the Fund must comply with the reporting requirements set forth in Parts A and B (attached), with the exception of those access persons reporting their personal trades under the code of ethics of CBRE Investment Management Listed Real Assets LLC (the “Advisor”).
V. TRADING IN FUND SHARES
Trustees and Officers of the Fund must refrain from trading in Fund shares when they are in possession of material, non-public information concerning the Fund (regardless of how that information was obtained). As it applies to the Independent Trustees, this prohibition is described in greater detail in Section VIII of this Code of Ethics, “Policies and Procedures Designed to Detect and Prevent Insider Trading and to Preserve Confidential Information.” The prohibition is extended to Interested Trustees and Officers of the Fund (as well as other employees of the Advisor) by virtue of the Advisor’s Code of Ethics and its Policies and Procedures to Prevent the Misuse of Material Non-Public Information. In order to avoid instances of non-compliance or instances that create the impression of impropriety, no Trustee or Officer of the Fund may:
| A. | Trade in Fund shares while a “blackout” is in place (generally, the period in advance of press releases relating to changes in dividends or other significant events). The Chief Compliance Officer will generally inform the Trustees and Officers (as well as relevant employees of the Advisor) when a blackout is imposed and when it is later lifted. |
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| B. | Engage in short-term trading activity in Fund shares. As described in Part B below, Trustees and Officers may not profit as a result of a purchase and sale (or sale and purchase) of Fund shares within a period of less than six months. This restriction is imposed in recognition of such persons’ “insider” status with respect to the Fund. Short-term trading may create the appearance of insider trading. |
| C. | Engage in any transactions where you profit if the value of Fund shares fall. An example of such a transaction is a short sale. |
| D. | Engage in any transaction in options related to Fund shares. |
| E. | Encourage others to engage in transactions in Fund shares in which you cannot engage. |
VI. REVIEW AND ENFORCEMENT OF THE CODE
| A. | The CCO’s Duties and Responsibilities. |
| 1. | The CCO shall notify each person who becomes an access person of the Fund and who is required to report under this Code of Ethics of their reporting requirements no later than 10 days before the first quarter in which such person is required to begin reporting. |
| 2. | The CCO will compare all reported personal securities transactions with a list of Securities comprising the Fund’s investable universe during the period to determine whether a Code violation may have occurred. Before determining that a person has violated the Code, the CCO must give the person a reasonable opportunity to supply explanatory material. |
| 3. | If the CCO finds that a material Code violation has occurred, or believes that a material Code violation may have occurred, the CCO must submit a written report regarding the possible violation, together with the confidential report and any explanatory material provided by the person, to the Fund’s President. The President will determine whether the person violated the Code and may consult legal counsel for the Fund in making this determination, as necessary. |
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| 4. | No person is required to participate in a determination of whether he or she has committed a Code violation or discuss the imposition of any sanction against himself or herself. |
| 5. | If necessary, the CCO will submit his or her own reports, as may be required pursuant to Parts A and B (attached), to an alternate review officer who shall fulfill the duties of the CCO with respect to the CCO’s reports. |
| 6. | The CCO will create a written report detailing any approval(s) granted to access persons for the acquisition of securities offered in connection with an IPO or limited offering. The report must include the rationale supporting any decision to approve such an acquisition. |
| B. | Resolution; Sanctions. |
If the President determines that a person has violated the Code pursuant to paragraph A(3) above, the President will impose upon the person a resolution of the situation and/or sanctions that the President deems appropriate. The President will submit the resolution, with a report of the violation, to the Board at the next regularly scheduled Board meeting unless, in the President’s sole discretion, circumstances warrant an earlier report.
VII. ANNUAL WRITTEN REPORTS TO THE BOARD
At least annually, the CCO and a representative of the Advisor will provide written reports to the Fund’s Board of Trustees as follows:
| A. | Issues Arising Under the Code. The reports must describe any issue(s) that arose during the previous year under the codes or procedures thereto, including any material code or procedural violations, and any resulting sanction(s). The CCO, President and the Advisor may report to the Board more frequently as they deem necessary or appropriate and shall do so as requested by the Board. |
| B. | Certification. Each report must be accompanied by a certification to the Board that the Fund and the Advisor has each adopted procedures reasonably necessary to prevent their access persons from violating their respective Codes of Ethics. |
VIII. POLICIES AND PROCEDURES DESIGNED TO DETECT AND PREVENT INSIDER TRADING AND TO PRESERVE CONFIDENTIAL INFORMATION
The following policy applies only to the Independent Trustees of the Fund. All interested Trustees of the Fund, and officers and employees of the Advisor are subject to the Advisor’s Code of Ethics and its Policies and Procedures to Prevent the Misuse of Material Non-Public Information.
A. Policy Statement on Insider Trading
No Independent Trustee of the Fund shall: (1) trade on material nonpublic information in violation of the law, either personally or on behalf of others; or (2) communicate material nonpublic information to others in violation of the law. This conduct is often referred to as "insider trading." This policy applies to transactions in Fund shares as well as other securities; it applies to trades for the account of the Independent Trustee, his or her spouse and minor children and to other related persons or entities such as corporations or funds over which the Independent Trustee has control; and it extends to activities within and outside each Independent Trustee’s duties as a Trustee.
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B. Policy Statement On Confidential Information
Each Independent Trustee shall preserve the confidentiality of non-public information learned in the course of their service as a Trustee and shall disclose such confidential information only to authorized persons who need to know the information for business purposes.
C. Insider Trading Law
The term “insider trading” is not defined in the federal securities laws, and the law concerning insider trading is still evolving. It is generally understood that the law prohibits:
| · | trading by an insider, while in possession of material nonpublic information; |
| · | trading by a non-insider, while in possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider's duty to keep it confidential or was misappropriated; and |
| · | communicating material nonpublic information to others. |
The italicized terms above, the elements of insider trading, and the penalties for such unlawful conduct are discussed below.
| 1. | Who is an Insider? |
The concept of insider is broad. It includes officers, directors and employees of an entity such as a private company or municipality. In addition, a person who is not an employee of the entity can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of the entity's affairs and as a result is given access to information solely for the entity's purposes. A temporary insider can include, among others, the entity's outside attorneys, accountants, consultants, bank lending officers, financial adviser, financial printer, underwriter or placement agent, and the employees of any such organization. Before an outsider will be deemed to be such a temporary insider, the employing entity must expect the outsider to keep the disclosed nonpublic information confidential and the relationship must at least imply such a duty.
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| 2. | What is Material Information? |
Trading while in possession of information received as an insider or from an insider is not prohibited unless the information is material. Information generally will be deemed "material" when either there is a substantial likelihood that a reasonable investor would consider it important in making the investment decision, or it is reasonably certain to have a substantial effect on the price of a security. Material Information about the Fund might include financial information, such as earnings, dividends and capital gains distributions; plans for securities offerings, stock splits or stock dividends; lawsuits, arbitration filings or other significant claims against the Advisor or the Fund, regulatory developments, or developments affecting any security held by the Fund (particularly where such holdings might be expected to generate publicity); changes in management personnel or control and potential mergers, acquisitions or joint ventures.
Information that might be considered material about Fund portfolio securities includes, but is not limited to: information about the operations of an issuer, such as changes in earnings or earnings estimates, significant expansion or curtailment of operations, significant merger or acquisition proposals or agreements, extraordinary management developments, purchase or sale of substantial assets, etc.
Material information does not have to relate to financial matters pertaining to the Fund. For example, in Carpenter v. U.S., the Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a Wall Street Journal reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Journal and whether those reports would be favorable or not.
| 3. | What is Nonpublic Information? |
Even if information is material, it must also be nonpublic before liability will arise for trading. Information is “nonpublic” until it has been effectively communicated to the marketplace. A person claiming that information is public must be able to point to some fact to show that the information has been made publicly available. For example, information found in a prospectus or report filed with the SEC or in an official statement or preliminary official statement that has been distributed, or appearing in The Wall Street Journal or other publications of general circulation, would be considered public.
4. (a) Basis for Liability -- violation of an insider's duty to keep information confidential.
In 1980, the Supreme Court found that a person in possession of material nonpublic information is prohibited from trading on such information only if he owes a fiduciary duty of disclosure to someone in the marketplace. That is, mere possession of material nonpublic information does not give rise to a duty to either disclose the information or abstain from trading; only where a fiduciary relationship exists between parties to the transaction does the need to disclose or abstain arise. Chiarella v. U.S.
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In Dirks v. SEC (1983), the Supreme Court stated alternate theories under which non-insiders can acquire the fiduciary duties of insiders:
"temporary insiders" - non-insiders can become "temporary insiders" by entering into a relationship with the issuer through which they gain access to confidential information (e.g., financial advisers, attorneys, accountants); or
"tippees" - non-insiders can acquire a fiduciary duty to the company's shareholders as "tippees" if they are aware or should have been aware that they have been given confidential information by an insider who has violated his fiduciary duty to the company's shareholders. In the "tippee" situation, however, a breach of duty occurs only if the insider (the "tipper") personally benefits, directly or indirectly, from the disclosures. The benefit does not have to be a direct payment for information; it can be a gift, a reputational benefit that may be expected to translate into future earnings, or any relationship that suggests a quid pro quo.
Every Independent Trustee stands in a fiduciary relationship with respect to the Fund and therefore has a duty to keep insider information about the Fund confidential. There may be other situations where an Independent Trustee may be in a fiduciary relationship with another party, and it is possible that an Independent Trustee could be a “tippee” of an insider breaching his or her duty. In each such case, the fact that use of such information would breach a fiduciary duty would require the Independent Trustee to abstain from trading in the securities affected by nonpublic information the Independent Trustee may possess.
(b) Basis for liability -- misappropriation of material nonpublic information
Another basis for insider trading liability is "misappropriation" -- trading on material nonpublic information that was stolen or misappropriated from any other person. For example, in U.S. v. Carpenter, the Supreme Court found that a columnist violated insider trading laws when he stole information from The Wall Street Journal -- the contents of soon-to-be published "Heard on the Street" columns -- and used it for trading in the securities markets.
| 5. | Penalties for Insider Trading |
Penalties for trading on or communicating insider information are severe, both for individuals involved in such unlawful conduct and for their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include: (a) civil injunctions, (b) treble (triple) damages, (c) disgorgement of profits, (d) jail sentences, (e) fines of up to three times the profit gained or loss avoided, whether or not the person actually benefited, and (f) fines for the employer or other controlling person (see Section 6 below) of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided.
| 6. | Liability of Funds as a Controlling Person |
The Fund can also be liable for civil penalties for insider trading as a “controlling person.” A controlling person is deemed under the law to be liable for insider trading violations of “controlled persons" (e.g., Fund employees) if the controlling person knew or recklessly disregarded the fact that a controlled person was likely to engage in insider trading and failed to take action to prevent the violation. The term controlling person includes the Advisor, the Fund, any person with the power to influence or control the direction or management, policies or activities of another person, and arguably includes the Trustees of the Fund and the officers and directors of the Advisor.
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D. Procedures to Implement Insider Trading Policy
The following procedures have been established to aid the Fund and the Independent Trustee in avoiding insider trading, and to aid the Fund in preventing, detecting and imposing sanctions against insider trading.
| 1. | Restrictions on trading and communication pending review. |
a. Fund shares
Whenever an Independent Trustee is in possession of material, non-public information concerning the Fund (regardless of how that information was obtained), he or she
| (i) | must refrain from buying or selling Fund shares until after publication of such information and the passage of a reasonable time thereafter; and |
| (ii) | must not permit any member of his or her immediate family or anyone acting on his or her behalf, or anyone to whom he or she has disclosed the information, to purchase or sell such securities. |
b. Securities other than Fund shares
Before trading for yourself or others in the securities of any issuer or public company about which you may have potential inside information, and before communicating such information to others, ask yourself the following questions:
| (i) | Is the information material? Is this information that an investor would consider important in making his or her investment decision? Is this information that would substantially affect the market price of the securities if generally disclosed? |
| (ii) | Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in Dow Jones News Service, Reuters News Service, The Wall Street Journal or other publications of general circulation? |
If, after consideration of the above, you believe that the information may be both material and nonpublic, or if you have questions as to whether the information is both material and nonpublic, you must refrain from trading in those securities and from communicating the information to others, and you should consult with the Chief Compliance Officer, who will determine whether the information is material and nonpublic.
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2. Restricting Access to Material Nonpublic Information.
Information in your possession that you identify as material and nonpublic may not be communicated to anyone, except as provided above. Independent Trustees should avoid discussions of such information with anyone who does not have a legitimate business need to know such information. In addition, care should be taken so that such information is secure. For example, access to board books, memoranda, and files, including computer files, containing material nonpublic information should be restricted.
E. Application of Insider Trading Policy And Procedures
Application of this policy and procedures to actual fact situations will in each case require some exercise of judgment. Generalizations are difficult to make, so each situation must be analyzed separately. However, following are a few examples to assist you in understanding how these policies and procedures are intended to operate:
| (i) | An Independent Trustee also serves as a board member of Company A. The Independent Trustee learns at a Company A board meeting that the issuer of a security held by the Fund is in financial distress and is contemplating a bankruptcy filing. This information is nonpublic, and because the bankruptcy filing may affect the market price of the Fund’s shares (depending on the size of the position the Fund holds), it is arguably material. The Independent Trustee cannot communicate this information to others and neither he nor related parties may trade in the securities of the Fund until the information become public. |
| (ii) | An Independent Trustee learns at a meeting of the Fund’s Board that a Fund will soon need to reduce its dividend by a slight but significant amount. This information is nonpublic, and because this reduction may well affect the market price of the Fund’s shares, it is material. The Independent Trustee cannot communicate this information to others and neither he nor related parties may trade in the securities of the Fund until the information become public. |
Resolving Issues Concerning Insider Trading. If, after consideration of the items set forth herein, you are in doubt as to whether information is material or nonpublic, or whether you received such information as an insider or non-insider, or if there is any unresolved question as to the applicability or interpretation of the foregoing procedures, or as to the propriety of any action, you must discuss the matter with the Chief Compliance Officer before any trading may take place and before communicating the information to anyone other than in accordance with these procedures.
| IX. | INTERRELATIONSHIP WITH OTHER CODES OF ETHICS |
| A. | General Principle: Overlapping Responsibilities. |
A person who is both an access person of the Fund and an access person of the Advisor is only required to report under and otherwise comply with the Advisor’s Code of Ethics, provided such code has been adopted pursuant to and in compliance with Rule 17j-1. Such a report will satisfy any reporting obligations under this Code. These access persons, however, remain subject to the principles and prohibitions in Sections II, III and V hereof.
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| B. | Procedures. The Advisor must: |
| 1. | Submit to the Board of Trustees of the Fund a copy of its Code of Ethics adopted pursuant to or in compliance with Rule 17j-1; |
| 2. | Promptly furnish to the Fund, upon request, copies of any reports made under its code of ethics by any person who is also covered by the Fund’s Code; and |
| 3. | Promptly report to the Fund in writing any material amendments to its code of ethics, along with the certification described in Section VII above. |
| X. | RECORDKEEPING |
The Fund will maintain the following records in accordance with Rule 31a-2 under the 1940 Act and the following requirements. They will be available for examination by representatives of the U.S. Securities and Exchange Commission and other regulatory agencies.
| A. | A copy of this Code and any other code adopted by the Fund, which is, or at any time within the past five years has been, in effect will be preserved in an easily accessible place. |
| B. | A record of any material Code violation and of any sanctions taken will be preserved in an easily accessible place for a period of at least five years following the end of the fiscal year in which the violation occurred. |
| C. | A copy of any transaction report made by an Independent Trustee under this Code will be preserved for a period of at least five years from the end of the fiscal year in which it is made, for the first two years in an easily accessible place. |
| D. | A record of all persons, currently or within the past five years, who are or were required to submit reports under this Code, or who are or were responsible for reviewing these reports, will be maintained in an easily accessible place. |
| E. | A copy of each annual report required by Section VII of this Code must be maintained for at least five years from the end of the fiscal year in which it is made, for the first two years in any easily accessible place. |
| F. | A record of any decision, and the reasons supporting the decision, to approve the acquisition of securities acquired in an IPO or limited offering. |
| XI. | MISCELLANEOUS |
| A. | Confidentiality. |
All reports and other information submitted to the Fund pursuant to this Code will be treated as confidential to the maximum extent possible, provided that such reports and information may be produced to the Securities and Exchange Commission and other regulatory agencies and to persons who have a need to know for purposes of administering this Code.
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| B. | Interpretation of Provisions. |
The Board of Trustees may from time to time adopt such interpretations of this Code as it deems appropriate.
| C. | Compliance Certification. |
Each access person of the Fund must complete the Compliance Certification, attached as Appendix II, annually.
Revised this 17th day of April 2023.
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RePORTING REQUIREMENTS
PART A - INDEPENDENT TRUSTEES
| I. | QUARTERLY TRANSACTION AND ACCOUNT REPORTS |
| A. | You are required to report individual Securities transactions or any securities accounts you establish, only if you knew at the time of the transaction, or in the ordinary course of fulfilling your official duties as a Trustee should have known, that during the 15-day period immediately preceding or following the date of your transaction, the same Security was purchased or sold, or was being considered for purchase or sale, by the Fund. You are required to report the opening of a securities account only if the account holds or held securities that are the subject of a report required under this paragraph A. |
The “should have known” standard does not:
| · | imply a duty of inquiry; |
| · | presume you should have deduced or extrapolated from discussions or memoranda dealing with the Fund’s investment strategies; or |
| · | impute knowledge from your awareness of the Fund’s portfolio holdings, market considerations, or investment policies, objectives and restrictions. |
If you knew or should have known of a transaction in a Security by a Fund in which you or a member of your household also traded during this 15 day period, then you must report those Securities transactions effected, as well as any securities accounts you established, during the quarter. You must submit your report to the CCO no later than 30 days after the end of each calendar quarter. A report may consist of a copy of your brokerage statement, or another document acceptable to the Chief Compliance Officer.
| B. | You are not required to report the following trades in Securities, even if you knew or should have known that during the 15-day period immediately preceding or following the date of your transaction, the same Security was purchased or sold, or was being considered for purchase or sale, by the Fund : |
| · | Securities transactions in any account over which you have no direct or indirect influence or control; |
| · | Purchases you made solely with the dividend proceeds received in a dividend reinvestment plan or that are part of an automatic payroll deduction plan, where you purchased a Security issued by your employer; |
| · | Purchases effected on the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, as long as you acquired these rights from the issuer, and sales of such rights; |
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| · | Purchases or sales that are non-volitional, including purchases or sales upon the exercise of written puts or calls and securities sold at a broker’s discretion from a margin account pursuant to a bona fide margin call; and |
| · | Purchases or sales of any of the following securities: |
| · | Direct obligations of the U.S. government; |
| · | Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and |
| · | Shares issued by registered, open-end investment companies. |
If you are otherwise required to make a report, you may include a statement in your report that the report shall not be construed as your admission that you have any direct or indirect beneficial ownership in the Security included in the report.
PART B – ALL TRUSTEES AND FUND OFFICERS
I. ADDITIONAL REPORTING REQUIREMENTS
A. Insider Reporting Liability. All Trustees and Fund Officers are subject to the provisions of Section 16(b) of the Exchange Act, as set forth below.
B. SEC Reporting. Trustees and Fund Officers must file certain reports with the SEC and the New York Stock Exchange concerning their holdings, and any changes thereto, of Fund shares. This includes shares over which a Trustee or Fund Officer has any beneficial ownership, such as shares held by a member of your family living in your household or shares subject to an arrangement (such as a power of attorney) that provides you with sole or shared voting or investment power over their securities account. If Trustees or Fund Officers fail to file a report, the Fund must disclose the failure in their annual proxy statement to shareholders, and the Trustee or Fund Officer and the Fund could suffer penalties as a result. The Chief Compliance Officer will file these Forms for Trustees and Fund Officers, but Trustees and Fund Officers must notify the Chief Compliance Officer promptly of their transactions in Fund shares. Please note that under these regulations, the reporting obligation is ultimately the Trustee’s or Fund Officer’s responsibility, not the Fund’s or the Advisor’s.
| · | Form 3. The initial ownership report by a Trustee or Fund Officer is required to be filed on Form 3. This report must be filed within 10 days after a person becomes a Trustee or Fund Officer to report all current holdings of Fund shares. |
| · | Form 4. Any change in ownership of Fund shares must be reported on Form 4 unless you are eligible for deferred reporting on year-end Form 5. The Form 4 must be filed electronically before the end of the second business day following the day on which a transaction resulting in a change in beneficial ownership has been executed. |
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| · | Form 5. Any transaction or holding that is exempt from reporting on Form 4, such as small purchases of stock, gifts, etc. may be reported electronically on a deferred basis on Form 5 within 45 calendar days after the end of the calendar year in which the transaction occurred. No Form 5 is necessary if all transactions and holdings were previously reported on Form 4. |
C. Liability for Short-Swing Profits. Under the U.S. securities laws, profit realized by certain officers, as well as directors and 10% stockholders of a company (including the Funds) as a result of a purchase and sale (or sale and purchase) of stock of the company within a period of less than six months must be returned to the Fund or its designated payee upon request. Profit is measured by matching the highest sale price with the lowest purchase price within six months. Trustees are subject to potential short swing profit liability for so long as they are subject to Section 16(a) reporting requirements, which could continue for a period of time after they cease to be a Trustee.
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CBRE global real estate income fund
APPENDIX I
DEFINITIONS
General Note
The definitions and terms used in this Code of Ethics are intended to mean the same as they do under the 1940 Act and the other Federal securities laws. If a definition hereunder conflicts with the definition in the 1940 Act or other Federal securities laws, or if a term used in this Code is not defined, you should follow the definitions and meanings in the 1940 Act or other Federal securities laws, as applicable.
Access person means:
| · | any Trustee or officer of the Fund; |
| · | any employee of the Fund (or of any company in a control relationship to the Fund) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Securities by the Fund or whose functions relate to the making of any recommendations with respect to the purchases or sales; and |
| · | any natural person in a control relationship to the Fund who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of securities by the Fund. |
Beneficial ownership means the same as it does under Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1(a)(2) thereunder. You should generally consider yourself the “beneficial owner” of any securities in which you have a direct or indirect pecuniary interest. In addition, you should consider yourself the beneficial owner of securities held by your spouse, your minor children, a relative who shares your home, or other persons by reason of any contract, arrangement, understanding or relationship that provides you with sole or shared voting or investment power.
Control means the same as it does under Section 2(a)(9) of the 1940 Act. Section 2(a)(9) provides that “control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.
Ownership of more than 25% of a company’s outstanding voting securities is presumed to give the holder of such securities control over the company. The SEC may determine, however, that the facts and circumstances of a given situation that may counter this presumption.
Fund officers means any person lawfully elected by the Board of Trustees and authorized to act on behalf of the Fund.
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High quality short-term debt instrument means any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization (e.g., Moody’s Investors Service).
Independent Trustee means a Trustee of the Fund who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the 1940 Act. The Fund’s Independent Trustees are:
John Bartholdson
Leslie E. Greis
Heidi Stam
Asuka Nakahara
IPO (i.e., initial public offering) means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934.
Interested Trustee means a Trustee of the Fund who is an “interested person” of the Fund within the meaning of Section 2(a)(19) of the 1940 Act. The Fund’s interested Trustee is T. Ritson Ferguson.
Limited offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2), Section 4(6), Rule 504, Rule 505 or Rule 506 (e.g., private placements). An initial coin offering that involves the exchange of currency for a digital asset is a limited offering if it is not an initial public offering.
Purchase or sale of a Security includes, among other things, the writing of an option to purchase or sell a Security.
Security means the same as it does under Section 2(a)(36) of the 1940 Act, except that it does not include direct obligations of the U.S. government, bankers’ acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments, including repurchase agreements, or shares issued by registered, open-end investment companies. Digital assets, such as cryptocurrencies, coins, or tokens, are treated as securities under the Code. Cryptocurrencies such as Bitcoin and Etherium that function as virtual currencies are excluded from the definition of “security” in this Code.
A Security held or to be acquired by the Fund means: (A) any Security that within the most recent 15 days (i) is or has been held by the Fund; or (ii) is being or has been considered by the Advisor for purchase by the Fund; and (B) any option to purchase or sell, and any security convertible into or exchangeable for, any Security described in (A) of this definition.
A Security is being purchased or sold by the Fund from the time a purchase or sale program has been communicated to the person who places buy and sell orders for the Fund until the program has been fully completed or terminated.
A Security is being considered for purchase by the Fund when a Security is identified to one or more Independent Trustees as such by the Advisor.
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APPENDIX II
COMPLIANCE ACKNOWLEDGMENT
Initial Certification
| I certify that I: | (i) have received, read and reviewed the Fund’s Code of Ethics; |
| (ii) understand the policies and procedures in the Code; | |
| (iii) recognize that I am subject to such policies and procedures; | |
| (iv) understand the penalties for non-compliance; | |
| (v) will fully comply with the Fund’s Code of Ethics; and | |
| (vi) have fully and accurately completed this Certificate. |
| Signature: | ||
| Name: | (Please print) | |
| Date Submitted: | ||
| Date Due: | ||
Annual Certification
| I certify that I: | (i) have received, read and reviewed the Fund’s Code of Ethics; |
| (ii) understand the policies and procedures in the Code; | |
| (iii) recognize that I am subject to such policies and procedures; | |
| (iv) understand the penalties for non-compliance; | |
| (v) have complied with the Fund’s Code of Ethics and any applicable | |
| reporting requirements during this past year; | |
| (vi) have fully disclosed any exceptions to my compliance with the Code | |
| below; | |
| (vii) will fully comply with the Fund’s Code of Ethics; and | |
| (vi) have fully and accurately completed this Certificate. |
EXCEPTION(S):
| Signature: | ||
| Name: | (Please print) | |
| Date Submitted: | ||
| Date Due: | ||
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N-2 |
Jul. 02, 2024 |
|---|---|
| Cover [Abstract] | |
| Entity Central Index Key | 0001268884 |
| Amendment Flag | false |
| Document Type | POS EX |
| Entity Registrant Name | CBRE Global Real Estate Income Fund |
| Entity Address, Address Line One | 555 Lancaster Avenue |
| Entity Address, Address Line Two | Suite 120 |
| Entity Address, City or Town | Radnor |
| Entity Address, State or Province | PA |
| Entity Address, Postal Zip Code | 19087 |
| No Substantive Changes, 462(c) | false |
| Exhibits Only, 462(d) | true |
| Entity Well-known Seasoned Issuer | Yes |
| Entity Emerging Growth Company | false |
| Business Contact [Member] | |
| Cover [Abstract] | |
| Entity Address, Address Line One | 555 Lancaster Avenue |
| Entity Address, Address Line Two | Suite 120 |
| Entity Address, City or Town | Radnor |
| Entity Address, State or Province | PA |
| Entity Address, Postal Zip Code | 19087 |
| City Area Code | (877) |
| Local Phone Number | 711-4272 |
| Contact Personnel Name | Joseph P. Smith |
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