PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 11, 2022
This proxy statement (the
“Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board”
and the “Trustees”) of CBRE Global Real Estate Income Fund (the “Trust”) to be voted at the annual meeting of
shareholders of the Trust to be held on October 11, 2022 and any adjournments or postponements thereof (the “Annual Meeting”).
The Annual Meeting will be held at the offices of CBRE Investment Management Listed Real Assets LLC (“CBRE” or the “Advisor”),
201 King of Prussia Road, Suite 600, Radnor, Pennsylvania 19087. This Proxy Statement and the enclosed proxy card are first being sent
to shareholders on or about September 6, 2022.
This Proxy Statement will
give you the information you need to vote on the proposal listed on the accompanying Notice of Annual Meeting of Shareholders (the “Notice
of Annual Meeting”). Much of the information in this Proxy Statement is required by the rules of the U.S. Securities and Exchange
Commission (the “SEC”); some of it is technical. If there is anything you do not understand, please contact us at our toll-free
number at 1-888-711-4272.
The cost of soliciting proxies
will be borne by the Trust. In addition, certain officers, directors and employees of the Trust, CBRE and the Trust’s administrator
(none of whom will receive additional compensation therefor) may solicit proxies by telephone or mail.
Upon request, the Trust will
furnish to shareholders, without charge, a copy of its annual report or more recent semi-annual report succeeding the annual report. The
annual or semi-annual report for the Trust may be obtained by calling 1-888-711-4272. The Trust is registered as a closed-end management
investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and the Trust’s shares are
registered under the Securities Act of 1933, as amended.
GENERAL INFORMATION
Why is a shareholder meeting being held?
The common shares of the
Trust are listed on the New York Stock Exchange (the “NYSE”), which requires the Trust to hold an annual meeting of shareholders.
What proposal will be voted on?
As described in more detail
in this Proxy Statement, shareholders of the Trust are being asked to elect two Class III Trustees (the “Proposal”).
Will my vote make a difference?
Yes! Your vote is important
and will make a difference in the governance of the Trust, no matter how many shares you own.
Who is asking for my vote?
The enclosed proxy is being
solicited by the Board for use at the Annual Meeting to be held on October 11, 2022 and, if the Annual Meeting is adjourned or postponed,
at any later meetings, for the purposes stated in the attached Notice of Annual Meeting.
How do I vote?
If you do not expect to be
present at the Annual Meeting and wish to vote your shares, please vote your proxy in accordance with the instructions included on the
enclosed proxy card. If your proxy is properly returned, shares represented by it will be voted at the Annual Meeting in accordance with
your instructions. However, if no instructions are specified on the proxy, the proxy will be voted “FOR” the Proposal and
in accordance with the judgment of the persons appointed as proxies upon any other matter that may properly come before the Annual Meeting.
Shareholders may revoke their proxy at any time prior to the time they are voted by delivering a subsequently dated proxy.
If you wish to vote your
shares or revoke a previous proxy at the Annual Meeting, and you own your shares through a bank, broker-dealer or other third party intermediary
who holds your shares of record, you must request a legal proxy from the bank, broker-dealer or other third party intermediary. Any previously
executed proxy will be revoked, and your vote will not be counted unless you appear at the Annual Meeting and vote in person or legally
appoint another proxy to vote on your behalf.
How does the Board recommend that shareholders vote on the Proposal?
The Board unanimously recommends that you vote
“FOR” the Proposal.
Who is eligible to vote?
Shareholders of record of
the Trust at the close of business on August 12, 2022 (the “Record Date”) are entitled to be present and to vote at the Annual
Meeting or any adjournment or postponement thereof. Each share is entitled to one vote. Shares represented by duly executed proxies will
be voted in accordance with your instructions. If you sign the proxy, but do not fill in a vote, your shares
will be voted in accordance
with the Board’s recommendation. If any other business is brought before the Annual Meeting, your shares will be voted at the discretion
of the persons named as proxies unless you specify otherwise in your proxy.
How many shares of the Trust were outstanding as of the record
date?
As of the Record Date, the
Trust had 116,590,494 common shares outstanding.
THE PROPOSAL: TO ELECT TRUSTEES
Who are the nominees for Trustee of the Trust?
The Trustees of the Trust
are classified into three classes, as set forth below. The Trust’s Class III Trustees are currently standing for re-election.
Class I Trustees
Mr. T. Ritson Ferguson and
Ms. Heidi Stam are the Class I Trustees. It is currently anticipated that Mr. Ferguson and Ms. Stam will stand for re-election at the
2023 annual meeting of shareholders.
Class II Trustee
Mr. Asuka Nakahara is the
Class II Trustee. It is currently anticipated that Mr. Nakahara will stand for re-election at the 2024 annual meeting of shareholders.
Class III Trustees
Mr. John R. Bartholdson and
Ms. Leslie E. Greis are the Class III Trustees. If re-elected at the Annual Meeting, it is currently anticipated that Mr. Bartholdson
and Ms. Greis will next stand for re-election at the 2025 annual meeting of shareholders.
Each Class III Trustee of
the Trust (each, a “Nominee”) will hold office for three years or until his or her successor shall have been elected and qualified.
The other Trustees of the Trust will continue to serve under their current terms and are expected to be proposed for re-election at subsequent
annual meetings of shareholders as indicated above. Each Nominee is currently a Trustee of the Trust. Unless authority is withheld, it
is the intention of the persons named in the proxy to vote the proxy “FOR” the election of each Nominee. Each Nominee has
indicated that he or she has consented to serve as a Trustee if elected at the Annual Meeting. If a Nominee declines or otherwise becomes
unavailable for election, however, the proxy confers discretionary power on the persons named therein to vote in favor of a substitute
nominee or nominees.
Certain information concerning
the Trustees, including each Nominee, is set forth in the table below. Except as indicated in the table, each individual has held the
office shown or other offices in the same company for the last
five years. The “interested”
Trustee (as defined in Section 2(a)(19) of the 1940 Act) is indicated by an asterisk (*). Independent Trustees are those who are not
interested persons of the Trust or CBRE and comply with the definition of “independent” (as defined in Rule 10A-3 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (the “Independent Trustees”). Mr. Ferguson
and Mr. Nakahara have each served as a Trustee since the Trust commenced operations on February 18, 2004. Mr. Bartholdson, Ms. Greis
and Ms. Stam were appointed to the Board as of August 23, 2004, January 1, 2019 and June 1, 2020, respectively. Each Trustee is
expected to serve a three-year term concurrent with the class of Trustees in which he or she serves. The business address of each
Trustee is 201 King of Prussia Road, Suite 600, Radnor, Pennsylvania 19087.
|
Name
(Age)
Interested Trustee |
|
|
Positions
Held
with the Trust |
|
|
Principal
Occupation(s)
During the
Past 5 Years |
|
|
Other
Directorships
Held |
|
|
T. Ritson Ferguson* (63) |
|
|
Trustee |
|
|
Senior
Fellow Wharton Real Estate Center (since 2022); Independent Investment Committee Member of CBRE Investment Management
Listed Real Assets LLC (since 2022); Vice Chairman (2021) and Chief Executive Officer and Co-Chief Investment Officer
(1995-2020) of CBRE Investment Management Listed Real Assets LLC; Chief Executive Officer, Chief Investment Officer and
Global Chief Investment Officer of CBRE Global Investors (2015-2019) |
|
|
Duke
Management Company (DUMAC) (since 2018) |
|
* |
“Interested person” of the Trust as defined in the 1940 Act. Mr. Ferguson is an interested person due to his employment with the Advisor. |
|
Name
(Age)
Independent
Trustees |
|
|
Positions
Held
with the Trust |
|
|
Principal
Occupation(s)
During the
Past 5 Years |
|
|
Other
Directorships
Held |
|
|
Asuka Nakahara (66) |
|
|
Trustee |
|
|
Associate
Director of the Zell-Lurie Real Estate Center at the Wharton School, University of Pennsylvania (since 1999); Practice Professor
of Real Estate at the Wharton School, University of Pennsylvania (since 1999); Partner of Triton Atlantic Partners (since 2009) |
|
|
Comcast
Corporation (since February 2017) |
|
|
John R. Bartholdson (78) |
|
|
Trustee/Audit
Committee Financial Expert |
|
|
Senior
Vice President, CFO and Treasurer, and a Director of Triumph Group, Inc. (1993-2007) (Retired) |
|
|
Berwyn
Cornerstone Fund, Berwyn Income Fund, and Berwyn Fund (2013-2016) |
|
|
Leslie E. Greis (64) |
|
|
Trustee |
|
|
Founder
and Managing Member, Perennial Capital Advisors, LLC (since 2013) |
|
|
AIM
Mutual Insurance, Inc. (since 2016); Kinefac Corporation (since 2009) |
|
|
Heidi Stam (65) |
|
|
Trustee |
|
|
Managing
Director and General Counsel, Vanguard (2005-2016) (Retired) |
|
|
Bridge
Builder Trust (since 2022); Edward Jones Money Market Fund (since 2022); Investor Advisory Committee, U.S. Securities and Exchange
Commission (2017-2021); National Adjudicatory Council, FINRA (2017-2022) |
|
No Nominee is a party
adverse to the Trust, or any of its affiliates, in any material pending legal proceeding, nor does any Nominee have an interest materially
adverse to the Trust.
Who are the Officers of the Trust?
Information about the Trust’s
principal executive officers is set forth below. Mr. Smith was appointed President and Chief Executive Officer effective January 1, 2022.
Mr. Blome was appointed Chief Financial Officer on February 16, 2006. Mr. Tull was appointed Secretary and Chief Compliance Officer on
December 3, 2019. Each of the Trust’s officers also serves as an officer
of the Advisor. The business address of each of the Trust’s
officers is 201 King of Prussia Road, Suite 600, Radnor, Pennsylvania 19087.
|
Name
(Age) |
|
|
Position |
|
|
Principal
Occupation(s)
During the Past 5 Years |
|
|
Joseph P. Smith (54) |
|
|
President
and Chief Executive Officer |
|
|
Chief
Investment Officer (since 2021) and Co-Chief Investment Officer (since 2011) of CBRE Investment Management Listed Real
Assets LLC |
|
|
Jonathan A. Blome (45) |
|
|
Chief
Financial Officer |
|
|
Chief
Operating Officer (since 2021) and Chief Financial Officer and Director of Operations (since 2011) of CBRE Investment
Management Listed Real Assets LLC |
|
|
Robert S. Tull, III (45) |
|
|
Secretary
and Chief Compliance Officer |
|
|
Chief
Compliance Officer (since 2010) and Compliance Officer (2008 - 2010) of CBRE Investment Management Listed Real Assets
LLC; Global Chief Compliance Officer for CBRE Global Investors (2017-2018) |
|
What are the Committees of the Board?
The Trustees have determined
that the efficient conduct of the Trust’s affairs makes it desirable to delegate responsibility for certain specific matters to
committees of the Board. The committees meet as often as necessary, either in conjunction with regular meetings of the Board or otherwise.
Audit Committee. The
Trust has an Audit Committee, established in accordance with Section 3(a)(58)(A) of the Exchange Act, composed of all of the Trust’s
Independent Trustees who are “independent” as that term is defined in the NYSE’s listing standards pertaining to closed-end
funds and as defined in the 1940 Act. The Audit Committee is charged with (i) oversight of the Trust’s financial statements and
the independent audit thereof and (ii) selecting and evaluating a firm of independent accountants for the Trust and reviewing accounting
matters with the accountants. The Audit Committee is governed by a written charter, which is attached to this Proxy Statement as Appendix
A.
The Audit Committee presents
the following report:
The Audit Committee has performed
the following functions: (i) the Audit Committee reviewed and discussed the audited financial statements of the Trust with management
of the Trust; (ii) the Audit Committee discussed with the independent accountants the matters required to be discussed by the Statement
on Auditing Standard No. 1301; (iii) the Audit Committee received the written
disclosures and the letter from the independent auditors
required by the Public Company Accounting Oversight Board and has discussed with the accountants the accountants’ independence;
and (iv) the Audit Committee recommended to the Board of Trustees of the Trust that the financial statements be included in the Trust’s
Annual Report for the past fiscal year.
Nominating Committee.
The Trust has a Nominating Committee, which performs the functions set forth in the Trust’s Nominating Committee Charter. The Nominating
Committee is composed of all of the Trust’s Independent Trustees. The Nominating Committee Charter is attached to this Proxy Statement
as Appendix B.
As part of its duties, the
Nominating Committee nominates individuals for Independent Trustee membership on the Board. The Nominating Committee will consider trustee
candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating Committee will take into consideration
the needs of the Board and the qualifications of the candidate.
The Nominating Committee
may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have
been held. To have a candidate considered by the Nominating Committee, a shareholder must submit the recommendation in writing, which
must include the following information:
• |
The name of the shareholder and evidence of the person’s ownership of shares of the Trust, including the number of shares owned and the length of time of ownership; and |
• |
The name of the candidate, the candidate’s resume or a listing of his or her qualifications to be a trustee of the Trust and the nominee’s consent to be named as a trustee if selected by the Nominating Committee and nominated by the Board. |
The shareholder
recommendation and related information described above must be sent to the Trust’s Secretary, c/o the Advisor, at 201 King of
Prussia Road, Suite 600, Radnor, Pennsylvania 19087, and must be received by the Secretary no less than 120 days prior to the
anniversary date of the Trust’s most recent annual meeting of shareholders. The Nominating Committee believes that the minimum
qualifications for serving as a trustee of the Trust are that a candidate demonstrate, by significant accomplishment in his or her
field, an ability to make a meaningful contribution to the Board’s oversight of the business and affairs of the Trust and have
an impeccable record and reputation for honest and ethical conduct in both his or her professional and personal activities. In
addition, the Nominating Committee examines a candidate’s specific experiences and skills, time availability in light of other
commitments, potential conflicts of interest, independence from management and the Trust and other attributes described in the
Nominating Committee Charter attached as Appendix B. The Nominating
Committee also seeks to have the Board represent a diversity of
backgrounds and experience. The Trust does not pay any third party a fee to assist in the process of identifying and evaluating
candidates.
Does the Trust have a policy with respect to the attendance of
Trustees at the Annual Meeting?
The Trust does not, as
a matter of policy, require Trustees who are standing for election at an annual meeting to attend such annual meeting. The
Independent Trustees did not attend the annual meeting of the Trust held on October 8, 2021.
How can shareholders send communications to the Board?
Shareholders and other interested
parties may contact the Board or any member of the Board by mail. To communicate with the Board or any member of the Board, correspondence
should be addressed to the Board or the Trustees with whom you wish to communicate by either name or title. All such correspondence
should be sent to the Secretary of the Trust at 201 King of Prussia Road, Suite 600, Radnor, Pennsylvania 19087.
Do the Trustees own shares of the Trust?
The following table shows
the dollar range of equity securities beneficially owned by the Interested Trustee and each Independent Trustee as of June 30, 2022 or
a more recent date. Dollar amount ranges disclosed are set forth as established by the SEC. “Beneficial ownership” is determined
in accordance with Rule 16a-1(a)(2) under the Exchange Act.
Name
of Trustee |
|
Dollar Range of Equity Securities in the Trust |
Interested
Trustee |
|
|
|
T. Ritson Ferguson |
|
$ |
500,001-$1,000,000 |
Independent
Trustees |
|
|
|
Asuka Nakahara |
|
$ |
100,001-$500,000 |
John R. Bartholdson |
|
$ |
10,001-$50,000 |
Leslie E. Greis |
|
$ |
100,001-$500,000 |
Heidi Stam |
|
$ |
100,001-$500,000 |
As of June 30, 2022, each
Trustee and the Trustees and officers of the Trust as a group owned less than 1% of the outstanding shares of the Trust.
The following table shows
the securities owned beneficially or of record by the Independent Trustees, or their immediate family members, of CBRE or any
person controlling,
controlled by or under common control with the Advisor or the Trust’s principal underwriters as of July 31, 2022 or a more recent
date.
Name
of Trustee |
|
|
Name
of Owners and
Relationships to Trustee |
|
|
Company |
|
|
Title
of Class |
|
|
Value
of
Securities |
|
|
Percent
of
Class |
Asuka
Nakahara |
|
|
Same |
|
|
Trammel
Crow Company Acquisitions II, L.P. (“TCC, LP”) |
|
|
Limited
Partnership Interest |
|
|
$(4,118)* |
|
|
0.38%* |
* |
The value shown is as of December 31,
2021. Mr. Nakahara first acquired an interest in TCC, LP in April 2006. TCC LP’s general partner was acquired by CBRE Group,
Inc. in December 2006. CBRE Group, Inc. owns a majority interest in the Advisor. |
How often do the Trustees meet?
The Board held four meetings
during the calendar year ended December 31, 2021. Two meetings of the Audit Committee of the Trust were held during the calendar year
ended December 31, 2021. No meetings of the Nominating Committee of the Trust were held during the calendar year ended December 31, 2021.
Each Trustee attended at least 75% of the meetings of the Board (and any committee thereof on which he or she serves) held during the
calendar year ended December 31, 2021.
What are the Trustees paid for their services?
The table below sets forth
the total compensation paid to each Interested Trustee for the calendar year ended December 31, 2021.
Name
of Interested Trustee |
|
|
Aggregate
Compensation
from the
Trust |
|
|
Pension
or
Retirement Benefits
Accrued as Part of
Company Expenses |
|
|
Estimated
Annual
Benefits upon
Retirement |
T. Ritson Ferguson |
|
|
$0 |
|
|
Not
Applicable |
|
|
Not
Applicable |
The table below sets forth
the total compensation paid to each Independent Trustee for the calendar year ended December 31, 2021.
Name
of Independent Trustee |
|
|
Aggregate
Compensation
from the
Trust |
|
|
Pension
or
Retirement Benefits
Accrued as Part of
Company Expenses |
|
|
Estimated
Annual
Benefits Upon
Retirement |
Asuka Nakahara |
|
|
$50,000 |
|
|
Not
Applicable |
|
|
Not
Applicable |
John R. Bartholdson |
|
|
$53,000 |
|
|
Not
Applicable |
|
|
Not
Applicable |
Leslie E. Greis |
|
|
$50,000 |
|
|
Not
Applicable |
|
|
Not
Applicable |
Heidi Stam |
|
|
$50,000 |
|
|
Not
Applicable |
|
|
Not
Applicable |
What are the Trustees’ qualifications?
The Board has concluded that,
based on each Trustee’s experience, qualifications, attributes and skills on an individual basis and in combination with those of
the other Trustees, each Trustee is qualified and should continue to serve as such. In determining that a particular Trustee was and continues
to be qualified to serve as a Trustee, the Board has considered a variety of criteria. In addition, the Board has taken into account the
actual service, commitment and participation of each Trustee during his or her tenure in concluding that each Trustee should continue
to serve. Information about the specific experience, skills, attributes and qualifications of each Trustee, which in each case led to
the Board’s conclusion that the Trustee should continue to serve as a trustee of the Trust, is as follows:
The Board has concluded that
Mr. Bartholdson should continue to serve as a Trustee because of his general financial acumen, including the experience he gained as the
Chief Financial Officer of a publicly traded company. Mr. Bartholdson has substantial experience in and knowledge of public company accounting
and auditing. Mr. Bartholdson has gained additional understanding of the Trust’s business by serving as a Trustee since 2004. Mr.
Bartholdson has served as a trustee of other U.S.-registered investment companies, which provides him with additional perspective on operation
and management of the Trust.
The Board has concluded that
Mr. Ferguson should continue to serve as a Trustee because of the experience he has gained in establishing and leading the business of
the Advisor. Mr. Ferguson founded the Advisor, along with Mr. Jarrett Kling and Mr. Ken Campbell, in 1991, currently serves as Independent
Investment Committee Member, and was previously the Vice Chairman, Chief Executive and Co-Chief Investment Officer. Mr. Ferguson has substantial
experience in the real estate investment management business and has gained additional understanding of the Trust’s business by
serving as a Trustee since 2004.
The Board has concluded that
Ms. Greis should continue to serve as a Trustee because of her background in real estate investment, including her industry experience
as the founder and Chief Investment Officer of an independent investment management firm dedicated exclusively to investing in private
real estate, and the experience she has gained serving as a Trustee since January 2019.
The Board has concluded that
Mr. Nakahara should continue to serve as a Trustee because of his background in real estate, including his academic and industry experience,
his knowledge of the financial services industry and the experience he has gained serving as a Trustee since 2004.
The Board has concluded that
Ms. Stam should continue to serve as a Trustee because of her significant experience as a managing executive and general counsel of a registered investment
adviser, and as a senior staff member of the SEC. Ms. Stam has substantial experience in and knowledge of the investment
management industry,
investment company regulation and operations, shareholder relations and fund governance which provides her with additional perspective
on the operation and management of the Trust.
The Board believes that,
collectively, the Trustees have the appropriate experience, qualifications, attributes, and skills, which allow the Board to operate effectively
in governing the Trust and protecting the interests of shareholders. Experience, qualifications, attributes and/or skills common to all
Trustees include the ability to critically review, evaluate and discuss information provided to them and to interact effectively with
the other Trustees and with representatives of the Advisor, other service providers, legal counsel and the Trust’s independent registered
public accounting firm, the capacity to address financial and legal issues and exercise reasonable business judgment and a commitment
to the representation of the interests of the Trust and its shareholders.
In its periodic assessment
of the effectiveness of the Board, the Board considers the skills and experience of the individual Trustees in the broader context of
the Board’s overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience
to oversee the business of the Trust.
In the future, when the Board
determines to add a new trustee or replace a departing Trustee, the Board intends to consider not only a candidate’s experience,
qualifications, attributes, and skills, but also whether the candidate’s background would add to the Board’s diversity.
*************************
Mr. Ferguson, the Chairman
of the Board, is not an Independent Trustee. He previously served as the Trust’s President and Chief Executive Officer and currently
serves as Independent Investment Committee Member. As Chairman, Mr. Ferguson’s duties include setting the agenda for each Board
meeting in consultation with the Trust’s other officers (who are employed by the Advisor), as well as the Trust’s external
legal counsel, counsel to the Independent Trustees, auditors and administrator. Mr. Ferguson also presides at each Board meeting, meets
with the Trust’s other officers between Board meetings, and facilitates communication, coordination and an orderly and efficient
flow of information and input among the Trustees, the Trust’s officers and other employees of the Advisor. The Trust has not appointed
a Lead Independent Trustee. Mr. Bartholdson serves as Chairman of the Trust’s Audit Committee and is the Audit Committee Financial
Expert. Mr. Nakahara serves as Chairman of the Trust’s Nominating Committee. The Trustees have determined that the Board’s
leadership by Mr. Ferguson, as Chairman of the Board, and Mr. Bartholdson and Mr. Nakahara, as Chairman of the Audit Committee and Chairman
of the Nominating Committee, respectively, is appropriate because they believe it appropriately reflects the relationships among the Trustees,
the Advisor and the Trust’s other officers. The Trustees exercise their
independent judgment in evaluating and managing the Trust’s
relationship with the Advisor, as well as the performance of the Trust’s officers and other service providers.
What are the Trust’s Risk Management procedures?
The Trust is subject to investment,
compliance and operational risks, among others. Like most investment companies, the day-to-day business of the Trust, including the management
of risk, is performed by third party service providers, such as the Advisor and the Trust’s administrator. The Trustees are responsible
for overseeing the Trust’s service providers and, accordingly, oversee their respective risk management practices, as applicable
to the Trust. Each service provider has its own risk management practices, and its policies and methods of risk management may differ
from the Trust’s in the setting of priorities, the resources available or the effectiveness of relevant controls.
The Advisor is responsible
for the mitigation of investment risk within the parameters of the Trust’s investment objectives, strategies and guidelines. The
Advisor provides a detailed report on investment performance at each quarterly Board meeting. Among other things, the Board also reviews
information about the Trust’s investments, including portfolio holdings, investment performance and the factors impacting performance
during the period.
Compliance risk derives from
the failure (or perceived failure) to comply with laws, regulations or standards. Under the guidance of its Chief Compliance Officer,
the Trust maintains a comprehensive compliance program designed to ensure compliance with laws applicable to its business, thereby mitigating
compliance risk. The Trust’s Chief Compliance Officer reports regularly to the Board to review and discuss compliance issues and,
at least annually, provides the Board with a report reviewing the adequacy and effectiveness of the Trust’s policies and procedures
and those of its service providers, including the Advisor and the Trust’s administrator. The report addresses the operation of the
policies and procedures of the Trust and each service provider since the date of the last report; any material changes to the policies
and procedures since the date of the last report; any recommendations for material changes to the policies and procedures; and any material
compliance matters since the date of the last report.
The Trust’s administrator,
transfer agent and custodian provide the Trust with reports detailing their respective operating controls and procedures. The Trust’s
officers review those reports in the context of the Trust’s day-to-day operations, preparation of financial reports and compliance
with applicable regulations. The officers provide the Board with summary reports relating to operational controls and procedures. The
Trustees also receive reports directly from the administrator, relating to matters such as valuation, financial reporting and portfolio
compliance,
and from the custodian, relating to the Trust’s custody arrangements. The Advisor provides the Trustees with a written
quarterly report on fair valuation.
Annually, the independent
registered public accounting firm reviews with the Audit Committee its audit of the Trust’s financial statements, focusing on major
areas of risk encountered by the Trust and noting any significant deficiencies or material weaknesses in the Trust’s internal controls.
The Board recognizes that
not all risks that may affect the Trust can be identified and/or quantified, that it may not be practical or cost-effective to eliminate
or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve the Trust’s
objectives, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness.
Are there any legal proceedings involving the Trust’s Executive
Officers or Trustees?
The Trust confirms that there
have been no legal actions involving the Trust’s executive officers, Trustees and nominees for trustee for the past ten years. Such
actions include: (i) any judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection
with any business entity; (ii) any judicial or administrative proceedings based on violations of federal or state securities, commodities,
banking or insurance laws and regulations, or any settlement to such actions; and (iii) any disciplinary sanctions or orders imposed by
a stock, commodities or derivatives exchange or other self-regulatory organization.
What is the vote required for the Proposal?
The holders of the Trust’s
common shares will have equal voting rights (i.e., one vote per share), and will vote together as a single class with respect to
the election of Mr. Bartholdson and Ms. Greis. The affirmative vote of a plurality of the shares of the Trust present at the Annual Meeting
at which a quorum is present is necessary to approve the Proposal.
THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT YOU VOTE
“FOR” THE PROPOSAL.
ADDITIONAL INFORMATION
Investment Advisor
CBRE acts as the Trust’s
investment advisor. CBRE is responsible for the day-to-day management of the Trust’s assets. CBRE is located at 201 King of Prussia
Road, Suite 600, Radnor, Pennsylvania 19087.
As of June 30, 2022, CBRE
had approximately $10.8 billion in assets under management. CBRE is an indirect majority-owned subsidiary of CBRE Group, Inc. (“CBRE
Group”), a Fortune 500 and S&P 500 company headquartered in Los Angeles, California. CBRE Group is a global provider of integrated
services to commercial real estate investors and occupiers. The principal business address of CBRE Group is 400 South Hope Street, 25th
Floor, Los Angeles, California 90071. CBRE is part of CBRE Investment Management, the independently-operated real estate investment management
business unit of CBRE Group. CBRE Investment Management’s assets under management totaled approximately $146.9 billion as of June
30, 2022.
Administrator
The Bank of New York Mellon,
located at 240 Greenwich Street, New York, New York 10286, serves as the Trust’s administrator.
Independent Auditor
KPMG LLP (“KPMG”)
has been selected as the independent auditor by the Audit Committee of the Trust and ratified by a majority of the Board,
including a majority of the Independent Trustees by vote cast in person, to audit the accounts of the Trust for and during the Trust’s
fiscal year ending in 2022. The Trust does not know of any direct or indirect financial interest of KPMG in the Trust.
Representatives from KPMG
are not expected to be present at the Annual Meeting to make a statement or respond to questions from shareholders. However, such representatives
are expected to be available by telephone to respond to questions raised by shareholders, if any, during the Annual Meeting.
Audit Fees
The aggregate fees billed
by KPMG to the Trust for professional services rendered for the audit of the Trust’s annual financial statements for the fiscal
years ended December 31, 2021 and December 31, 2020 were $60,000 and $52,000, respectively.
Audit-Related Fees
The aggregate fees billed
by KPMG to the Trust for assurance and related services reasonably related to the performance of the audit of the Trust’s annual
financial statements for the calendar years ended December 31, 2021 and December 31, 2020 were $0 and $0, respectively.
Tax Fees
The aggregate fees billed
by KPMG to the Trust for professional services rendered for tax compliance, tax advice, and tax planning for the calendar years ended
December 31, 2021 and December 31, 2020 were $24,000 and $24,000, respectively.
All Other Fees
The aggregate fees billed
by KPMG to the Trust for services other than those described above for the calendar years ended December 31, 2021 and December 31, 2020
were $0 and $13,200, respectively.
Aggregate Non-Audit Fees
The aggregate non-audit fees
billed by KPMG to the Trust, the Advisor or any entity controlling, controlled by, or under common control with the Advisor that provides
ongoing services to the Trust for the calendar years ended December 31, 2021 and December 31, 2020 were $319,000 and $350,700, respectively.
Audit Committee Pre-Approval Policies and Procedures
The Audit Committee of the
Trust has adopted Pre-Approval Policies and Procedures, which are included in the Audit Committee Charter, attached as Appendix A hereto.
The Audit Committee has pre-approved all audit and non-audit services provided by KPMG for the Trust, and all non-audit services provided
by KPMG to the Advisor, or any entity controlling, controlled by, or under common control with the Advisor that provides ongoing services
to the Trust, which are related to the operations of the Trust. None of the hours expended on KPMG’s engagement to audit the Trust’s
financial statements for the periods set forth above were attributable to work performed by persons other than the principal accountant’s
full-time, permanent employees.
Other Matters
No business other than the
matter described above is expected to come before the Annual Meeting, but should any matter incident to the conduct of the Annual Meeting
or any question as to an adjournment of the Annual Meeting arise, the persons named in the enclosed proxy will vote thereon according
to their best judgment in the interest of the Trust.
A list of shareholders entitled
to be present and to vote at the Annual Meeting will be available at the offices of the Advisor, 201 King of Prussia Road, Suite 600,
Radnor, Pennsylvania 19087, for inspection by any shareholder during regular business hours beginning ten days prior to the date of the
Annual Meeting.
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CBRE
Global Real Estate Income Fund |
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By
Order of the Board of Trustees |
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![](https://content.edgar-online.com/edgar_conv_img/2022/09/02/0001133228-22-005950_img03.jpg) |
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Joseph
P. Smith
President and Chief Executive Officer |
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Dated:
September 6, 2022 |
APPENDIX A
AMENDED AND RESTATED
AUDIT COMMITTEE CHARTER1
OF
CBRE GLOBAL REAL ESTATE INCOME FUND
I. PURPOSE OF THE AUDIT COMMITTEE
The purpose of
the Audit Committee (the “Audit Committee”) of the Board of Trustees (hereinafter, the “Board”) of CBRE Global
Real Estate Income Fund (hereinafter, the “Trust”) is to oversee the accounting and financial reporting processes of the Trust
and oversee the audits of the Trust’s financial statements. In particular, and as more fully set forth in Sections IV, V and IX
of this Audit Committee Charter (“Charter”), the Audit Committee will:
(a) assist in the Board’s oversight
of:
| (i) | the integrity of the Trust’s financial statements; |
| (ii) | the Trust’s compliance with legal and regulatory requirements; |
| (iii) | the qualifications and independence of the Trust’s independent auditor (“the Independent Auditor”);
and |
| (iv) | the performance of the Trust’s internal audit function and the Independent Auditor; |
(b) oversee the preparation
of an Audit Committee report in accordance with the rules of the Securities and Exchange Commission (“SEC”) for inclusion
in the Trust’s annual proxy statement;
(c) approve the Independent
Auditor and its compensation, and receive reports from the Independent Auditor regarding its work. The Board and the Trust’s shareholders
shall have such rights to approve, ratify and replace the Independent Auditor as required by applicable law; and
(d) assist the Board
with respect to its obligation to ensure that the Audit Committee functions in a manner consistent with the requirements of the Sarbanes-Oxley
Act of 2002 (“Sarbanes-Oxley”), the rules and regulations promulgated by the SEC pursuant to Sarbanes-Oxley and the listing
standards (“NYSE Company Guide”) promulgated by the New York Stock Exchange (“NYSE”).
1
This Amended and Restated Audit Committee Charter was first ratified and approved by the Audit Committee of the Board of Trustees of the
Trust on August 30, 2006 and amended on February 15, 2007, September 5, 2012, February 12, 2018, February 18, 2021 and September 30, 2021.
II. COMPOSITION OF THE AUDIT COMMITTEE
The Audit Committee
shall be comprised of three or more trustees as determined from time to time by resolution of the Board. Each member of the Audit Committee
shall be:
| (a) | a trustee (“Independent Trustee”) who is not an “interested person” of the Trusts
as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”); and |
| (b) | a trustee whom the Board has determined does not have a material relationship with the Trust that would
interfere with the exercise of independent judgment. |
Service by a trustee on the
board of directors/trustees of any other public company (or companies) shall not be an impediment to the qualification of such trustee
to serve on the Audit Committee unless the Board determines that such service will impair the ability of such trustee to serve effectively
on the Audit Committee, or unless such service would otherwise render such trustee unable to meet the qualification standards set forth
in this charter.
Each member of
the Audit Committee must be able to read and understand fundamental financial statements, including the Trust’s balance sheets,
income statements and cash flow statements. Further, at least one member of the Audit Committee must be determined to be an “audit
committee financial expert” (as such term is defined in the rules and regulations promulgated by the SEC pursuant to Sarbanes-Oxley)
by the Board.
The chairperson
of the Audit Committee shall be designated by the Board by a majority vote.
Any vacancy on the Audit
Committee shall be filled by the affirmative vote of a majority of the members of the Board at the next meeting of the Audit Committee
following the occurrence of the vacancy. No member of the Audit Committee shall be removed except by the affirmative vote of a majority
of the members of the Board.
III. MEETINGS OF THE AUDIT COMMITTEE
The Audit Committee
shall fix its own rules of procedure, which shall be consistent with the Declaration of Trust of the Trust (or other charter document
of the Trust), the By-Laws of the Trust and this Audit Committee Charter. The Audit Committee shall meet at least prior to the issuance
of the Trust’s annual and semi-annual financial statements and special meetings shall be called, as circumstances require and at
the discretion of the Audit Committee chair or by majority vote of the members of the Audit Committee. The Audit Committee, in its discretion,
may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary.
The Audit Committee
shall periodically, and at least annually, meet separately with the Independent Auditor. The Audit Committee may, at the discretion of
the Audit Committee, meet with the chief financial officer of the Trust and those officers (collectively, “Financial Officers”)
of the Trust and/or the Trust’s investment adviser who are responsible for assisting with the preparation of the Trust’s financial
statements. Such meetings shall also, at the discretion of the Audit Committee, be periodically conducted separately and outside the presence
of any or all other representatives of management and will be conducted separately in the event that the Independent Auditor or Financial
Officer(s) desire to discuss any matter privately with the Audit Committee.
A majority of the
members of the Audit Committee present in person or by means of a conference telephone or other communication equipment by means of which
all persons participating in the meeting can communicate with each other shall constitute a quorum. The Audit Committee may also take
action by the written consent of a majority of its members, except to the extent an in-person meeting is required by the 1940 Act.
The Audit Committee
shall cause to be maintained minutes of all meetings and records relating to those meetings and provide copies of such minutes to the
Board and the Trusts.
IV. AUTHORITY
The Audit Committee
shall have the authority to carry out its duties and responsibilities, as set forth in this Audit Committee Charter, to institute investigations
of suspected improprieties and to retain independent counsel or seek assistance from such experts and consultants as the Audit Committee
may deem appropriate. Such authority includes, without limitation, the authority to cause the Trust to provide the necessary funding,
as determined by the Audit Committee (i) to compensate the Independent Auditor and any advisers, experts or consultants employed by or
at the direction of the Audit Committee and (ii) to pay such other administrative expenses of the Audit Committee that are necessary or
appropriate, in the judgment of the Audit Committee, to carry out the duties and responsibilities of the Audit Committee.
V. DUTIES AND RESPONSIBILITIES OF THE AUDIT COMMITTEE
In carrying out its
duties and responsibilities, the Audit Committee’s policies and procedures will remain flexible, so that it may be in a position
to best react or respond to changing circumstances or conditions. The following are the duties and responsibilities of the Audit Committee:
(a) Oversight
of the Auditor’s Engagement/Independence
| (i) | Approve the selection and retention (subject to ratification by a majority of the Independent Trustees),
termination and compensation |
| | of the Independent Auditor to audit the books and accounts of the Trust and its subsidiaries, if any, for
each fiscal year; |
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| (ii) | Review and, in its sole discretion, approve the Independent Auditor’s annual engagement letters
as related to any audit or permitted non-audit services, including the proposed fees contained therein, prior to the commencement of the
audit or delivery of non-audit services; |
| (A) | all engagements for audit services to be provided by the Independent Auditor to the Trust; and |
| (B) | all engagements (“Covered Non-Audit Engagements”) for non-audit services to be provided by
the Independent Auditor |
| (ii) | to the Trusts’ investment adviser or any entity (“Related Entity”) controlling, controlled
by or under common control with an investment adviser that provides ongoing services to the registered investment company in accordance
with paragraph (c)(7)(i) of Rule 2-01 of Regulation S-; provided |
| 1. | that such pre-approval shall be required only with respect to non-audit services (i) related directly
to the operations and financial reporting of the Trust and (ii) provided to a Related Entity that furnishes ongoing services to the Trust; |
| 2. | that such pre-approval shall not apply to non-audit services provided to any sub-adviser whose role is
primarily portfolio management and is subcontracted with or overseen by another investment adviser; |
| 3. | that pre-approval by the Audit Committee of such non-audit services shall be effected pursuant to the
pre-approval procedures described in Section VI; and |
| 4. | this Charter shall not be violated if pre-approval of any such non-audit service is not obtained in circumstances in which the
pre-approval requirement is waived under applicable rules promulgated by the SEC or the NYSE, in accordance with Sarbanes-Oxley. |
| (iv) | Ensure receipt of a formal written statement delineating all relationships between the Independent Auditor
and the Trust, as consistent with applicable standards adopted by the Public Company Accounting Oversight Board (“PCOAB Standards”); |
(v) RESERVED
| (vi) | In connection with the pre-approval of audit services to be provided to the Trust by the Independent Auditor,
review the qualifications, performance and independence of the Independent Auditor with a view to forming a basis for decisions regarding
the retention, replacement or termination of the Independent Auditor when circumstances warrant; |
(vii) Oversee
the independence of the Independent Auditor by, among other things:
| (A) | engaging in a dialogue with the Independent Auditor with respect to any disclosed relationships or services
that may impact the objectivity and independence of the Independent Auditor, and taking appropriate action to satisfy itself of the Independent
Auditor’s independence; |
| (B) | receiving periodic reports from the Independent Auditor regarding compliance by the Independent Auditor with the audit partner rotation
requirements contained in Sarbanes-Oxley and the rules and regulations promulgated by the SEC thereunder; |
| (C) | receiving reports from management regarding compliance by the Trust, their investment adviser and the
Independent Auditor with the employee conflict of interest requirements contained in Sarbanes-Oxley and the rules and regulations promulgated
by the SEC thereunder, which requirements or policies related thereto may be set forth in the terms of the engagement letter pursuant
to which the Independent Auditor conducts its audit, or otherwise; |
| (D) | if deemed necessary by the Audit Committee, considering whether there should be a regular rotation of
the Independent Auditor; and |
| (viii) | Instruct the Independent Auditor that the Independent Auditor is ultimately accountable to the Audit Committee,
and that the Audit Committee is responsible for the retention, compensation, and termination of the Independent Auditor. |
(b) Oversight
of the Audit
| (i) | Review the annual audit plan of the Independent Auditor, including the scope of audit activities, monitor
such plan’s progress, changes thereto and results periodically during the year, and review the results of the year-end audit of
the Trust, including any comments or recommendations of the Independent Auditor; |
| (ii) | Obtain, at least annually, from the Independent Auditor and review a report describing: |
| (A) | all critical accounting policies and practices used for the Trust; |
| (B) | the Independent Auditor’s internal quality-control procedures; |
| (C) | any material issues raised by the most recent internal quality-control review, or peer review of the Independent
Auditor; |
| (D) | any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent
audits carried out by the Independent Auditor and any steps taken to deal with any such issues; |
| (E) | (to assess the Independent Auditor’s independence) all relationships between the Independent Auditor
and the Trust; |
| (F) | all alternative treatments within United States Generally Accepted Accounting Principles for policies
and practices related to material items that have been discussed with management of the Trust, including (1) ramifications of the use
of such alternative disclosures and treatments, and (2) the treatment preferred by the Independent Auditor; and |
| (G) | other material written communications between the Independent Auditor and management of the Trust, such
as any management letter or schedule of unadjusted differences; |
| (iii) | Review, as the Audit Committee may deem appropriate to carry out its oversight functions, with the Independent
Auditor, the chief financial officer of the Trust and such other officers of the Trusts or its investment adviser as may be responsible
for the Trust’s internal audit function and for assisting with the preparation of the Trust’s financial statements: |
| (A) | the Trust’s annual audited financial statements and interim financial statements, and any major
issues related thereto; |
| (B) | critical accounting policies and such other accounting policies of the Trust as are deemed appropriate
for review by the Audit Committee prior to any interim or year-end filings with the SEC or other regulatory body, including any financial
reporting issues which could have a material impact on the Trust’s financial statements; |
| (C) | the effect of regulatory, accounting and financial reporting initiatives on the financial statements of
the Trust; and |
| (iv) | Review on a regular basis with the Independent Auditor any problems or difficulties encountered by the
Independent Auditor in the course of |
| | any audit work, including management’s response with respect thereto, any restrictions on the
scope of the Independent Auditor’s activities or on access to requested information, and any significant disagreements with management.
In connection therewith, the Audit Committee will review with the Independent Auditor the following: |
| (A) | any accounting adjustments that were noted or proposed by the Independent Auditor but were rejected by
management (as immaterial or otherwise); |
| (B) | any communications between the audit team and the Independent Auditor’s national office respecting
auditing or accounting issues presented by the engagement; and |
| (C) | any “management” or “internal control” letter issued, or proposed to be issued,
by the Independent Auditor to the Trust; |
| (v) | Attempt to resolve all disagreements between the Independent Auditor and management regarding financial
reporting; and |
| (vi) | Review information obtained from the Independent Auditor pursuant to Section 10A
of the Securities Exchange Act of 1934, as amended. |
(c) Oversight
of Internal Audit Function and Controls and Procedures
| (i) | To the extent, and at such times, as deemed appropriate by the Audit Committee in light of its oversight
functions, review periodically with the Trust’s chief executive officer, chief financial officer and Independent Auditor the following: |
| (A) | all significant deficiencies in the design or operation of internal controls relating to financial reporting
of the Trust and any Related Entity, or, to the knowledge of such persons, other service providers, which could adversely affect the Trust’s
ability to record, process, summarize, and report financial data, including any material weaknesses in internal controls identified by
the Independent Auditor; |
| (B) | any fraud, whether or not material, that involves management or other employees of the Trust, Related
Entities, or, to the knowledge of such persons, other service providers to the Trusts who have a significant role in the Trust’s
internal controls; and |
| (C) | any significant changes in internal controls relating to financial reporting or in other factors that
could significantly affect such internal controls over financial reporting, including any corrective actions with regard to significant
deficiencies and material weaknesses related to the Trust, the Related Entities, or, to the knowledge of such persons, other service providers
to the Trust. |
(d) Compliance
| (i) | Establish and maintain free and open means of communication between and among the Board, the Audit Committee,
the Independent Auditor and the Trust’s management (including the chief financial officer, management of the Trust’s investment
adviser and management of other relevant service providers of the Trust) and ensure that such procedures afford such parties with appropriate
opportunities to meet separately and privately with the Audit Committee on a periodic basis and as the Audit Committee may deem necessary
or appropriate; |
| (ii) | Establish procedures for: |
| (A) | the receipt, retention and treatment of complaints received by the Trust regarding accounting, internal
accounting controls or auditing matters, and |
| (B) | the confidential, anonymous submission by employees of the Trust’s investment adviser and other
service providers responsible for such services, or other persons, of concerns regarding questionable accounting or auditing matters; |
| (iii) | Consistent with the Audit Committee’s authority as set forth in Section IV of this Charter, secure
independent expert advice to the extent the Audit Committee determines it to be appropriate, including retaining, with or without further
approval of the Board, independent counsel, accountants, consultants or others, to assist the Audit Committee in fulfilling its duties
and responsibilities, the cost of such independent expert advisors to be borne by the Trust. |
| (iv) | Discuss policies with respect to risk assessment and risk management; and |
| (v) | Discuss generally the Trust’s dividends press releases, as well as related financial information
and guidance provided to analysts and rating agencies, if any. |
(e) Miscellaneous
The Audit Committee shall:
| (i) | Perform such additional activities, and consider such other matters, within the scope of
its duties and responsibilities, as the Audit Committee or the Board deems necessary or appropriate; and |
| (ii) | Perform an annual performance evaluation of the Audit Committee. |
VI. PRE-APPROVAL POLICY/PROCEDURES
All audit and non-audit services
shall be specifically pre-approved by the Audit Committee to be provided to the Trust or, to the extent set forth in Section V of this
charter, to its investment adviser and/or any Related Entity.
Requests for pre-approval of Covered
Non-Audit Engagements should be submitted to the Audit Committee by the Independent Auditor and by the chief financial officer of the
Related Entity for which the non-audit services are to be performed. Such requests should include a statement as to whether, in the view
of the Independent Auditor and such officer, (a) the request is consistent with the SEC’s rules on auditor independence and (b)
the requested service is or is not a non-audit service prohibited by the SEC. A request submitted between scheduled meetings of the Audit
Committee should state the reason that approval is being sought prior to the next regularly scheduled meeting of the Audit Committee.
Between regularly scheduled meetings
of the Audit Committee, the Committee Chairman or Audit Committee financial expert shall have the authority to pre-approve Covered Non-Audit
Engagements, provided that fees associated with such engagement do not exceed $10,000 and the services to be provided do not involve provision
of any of the following services by the Independent Auditor: (i) bookkeeping or other services related to the accounting records or financial
statements of the audit client; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness
opinions, or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions;
(vii) human resources; (vii) broker dealer, investment advisor or investment banking services; (ix) legal services; or (x) expert services
unrelated to the audit.
VII. REPORTING
The Audit Committee shall report
its activities to the Board on a regular basis, so that the Board is kept informed of its activities on a current basis. In connection
therewith, the Audit Committee will review with the Board any issues that arise with respect to the quality or integrity of the Trust’s
financial statements, the Trust’s compliance with related legal or regulatory requirements, the performance and independence of
the Independent Auditor, or the performance of the Trust’s internal audit function. In particular, the Audit Committee will also
report to the Board its conclusions with respect to matters the Audit Committee considers to be of interest or the Board requests. Reports
to the Board may take the form of an oral report by the chairperson of the Audit Committee or any other member of the Audit Committee
designed by the Audit Committee to make this report.
The Audit Committee shall approve
the “Audit Committee Statement” required by the rules of the SEC to be included in the Trust’s annual proxy statement
and determine to its satisfaction that the Audit Committee has:
(a) reviewed and discussed the audited financial statements with management
of the Trust; (b) discussed with the Independent Auditor the matters required to be discussed under applicable PCOAB Standards; (c) received
the written disclosures and the letter from the Independent Auditor required under applicable PCOAB Standards and have discussed with
the Independent Auditor the auditor’s independence; and (d) made a recommendation to the Board as to whether the financial statements
should be included in the Trust’s annual report for the past fiscal year, as filed with the SEC.
VIII. RESOURCES
The Board shall ensure that the
Audit Committee has adequate resources, as determined by the Audit Committee, with which to discharge its responsibilities, including
for the payment of (a) compensation (i) to any firm of Independent Auditor engaged for the purpose of preparing or issuing an audit report
or performing other audit, review or attest services for the Trust, and (ii) to any advisors employed by the Audit Committee, including
independent counsel, consultants or other advisors, as the Audit Committee determines necessary to carry out its duties, and (b) ordinary
administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.
IX. LIMITS ON ROLE OF AUDIT COMMITTEE
The function of the Committee is oversight; it is
management’s responsibility to maintain appropriate systems for accounting and internal control over financial reporting, and
the Independent Auditor’s responsibility to plan and carry out a proper audit. Specifically, management is responsible for:
(1) the preparation, presentation and integrity of the Trust’s financial statements; (2) the maintenance of appropriate
accounting and financial reporting principles and policies; and (3) the maintenance of internal controls over financial reporting
and other procedures designed to assure compliance with accounting standards and related laws and regulations. The Independent
Auditor is responsible for planning and carrying out an audit consistent with applicable legal and professional standards and the
terms of its engagement letter. Nothing in this Charter shall be construed to reduce the responsibilities or liabilities of the
Trust’s service providers, including the Independent Auditor.
The review of the Trust’s financial statements
by the Committee is not an audit, nor does the Committee’s review substitute for the responsibilities of management for preparing,
or the Independent Auditor for auditing, the financial statements. Members of the Committee are not full-time employees of the Trust and,
in serving on the Committee, are not, and do not hold themselves out to be, acting as accountants or auditors. As such, it is not the
duty or responsibility of the Committee or its members to conduct “field work” or other types of auditing or accounting reviews
or procedures.
In discharging their duties, the members of the Committee
are entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared
or presented by: (1) one or more officers of the Trust whom the Committee members reasonably believe to be reliable and competent in the
matters presented; (2) legal counsel, public accountants or other persons as to matters the Committee member reasonably believes are within
the person’s professional or expert competence; or (3) a Board committee of which the Committee member is not a member.
[THIS PAGE INTENTIONALLY LEFT BLANK]
APPENDIX B
CBRE CLARION GLOBAL REAL ESTATE INCOME FUND
NOMINATING COMMITTEE CHARTER
There shall be a nominating
committee (the “Committee”) of the Board of Trustees of the CBRE Global Real Estate Income Fund (the “Fund”),
which shall be composed of all of the Trustees of the Fund who are not “interested persons” of the Fund, as defined in Section
2(a)(19) of the Investment Company Act of 1940 (the “Independent Trustees”).
The functions of the nominating
committee are described in this charter. The Board of Trustees of the Fund (the “Board”), including at least a majority of
the Independent Trustees, has adopted this Charter and the Board shall approve any changes to this Charter.
Board Composition and Procedures
The Committee shall advise
the Board with respect to Board composition and procedures. In furtherance of this purpose, the Committee shall review periodically with
the Board the size and composition of the Board as a whole and recommend, if necessary, measures to be taken so that the Board reflects
the appropriate balance of knowledge, experience, skills, expertise and diversity required for the Board as a whole and contains at least
the minimum number of Independent Trustees required by law.
Independent Trustee Nominations
The nominating committee
shall evaluate candidates’ qualifications to serve as Independent Trustees and their independence from the Fund and the Funds’
investment advisor and other principal service providers. In evaluating all Independent Trustee candidates, the Committee should consider
among other factors that it may deem relevant:
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whether or not the person is willing and able to commit
the time necessary for the performance of the duties of a Trustee; |
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whether the person is otherwise qualified under applicable laws and regulations to serve as a Trustee; |
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the contribution which the person may be expected to make to the Board and the Fund, with consideration being given to the person’s business and professional experience, board experience, education and such other factors as the Committee, in its sole judgment, may consider relevant; |
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the character and integrity of the person; |
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whether or not the person is an “interested person” as defined in the 1940 Act; |
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whether or not the person has any relationships that might impair his or her independence, such as any business, financial or family relationships with Fund management, the Fund’s investment advisor, or any other principal Fund service providers or their affiliates; and |
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whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related mutual fund complexes. |
While the Committee is solely
responsible for the selection and nomination of the Independent Trustees, the Committee may accept Independent Trustee nominations from
the investment advisor to the Fund and Fund shareholders, as it deems appropriate. Shareholders who wish to recommend a nominee may do
so by submitting their recommendation with biographical information and a statement as to the qualifications of the proposed nominee
to the Secretary of the Fund.
After a determination by
the Committee that a person should be selected and nominated as an Independent Trustee, the Committee shall present its recommendation
to the Board for its consideration.
Independent Trustee Compensation
The Committee shall periodically
review Independent Trustee compensation.
Self-Assessment
The Committee shall supervise
an annual assessment by Trustees of the Board, including its committees, which assessment shall take into account such factors as the
Committee may deem appropriate.
In connection with the annual
self-assessment, the Committee shall review the responsibilities of any committees of the Board, whether there is a continuing need for
each committee, whether there is a need for additional committees of the Board, whether committees should be combined or reorganized and
the membership and chairmanships of all committees of the Board. The Committee shall make recommendations for any action regarding the
foregoing to the full Board.
Other Powers and Responsibilities
The Committee shall act by
majority of its members present at a meeting at which at least half of its members are present or by written consent of a majority of
its members.
The Committee is authorized
to consult independent counsel and other service providers and to subscribe for or otherwise obtain information it considers useful in
performing its responsibilities.
The Committee shall review
and reassess the adequacy of this Charter on an annual basis and propose any changes for approval by the Board.
Last amended: February 13, 2017