Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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CBRE Clarion Global Real Estate Income Fund
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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1.
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To elect a trustee for the Trust to hold office for the term indicated in the attached Proxy Statement and until his successor shall be elected and qualified.
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2.
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To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
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CBRE Clarion Global Real Estate Income Fund
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By Order of the Board of Trustees
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Robert S. Tull, III, Secretary
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September 2, 2021
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Name (Age)
Interested Trustee
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Positions Held
with the Trust
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Principal Occupation(s)
During the
Past 5 Years
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Other
Directorships
Held
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T. Ritson Ferguson* (62)
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Trustee, President and Chief Executive Officer
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Vice Chairman (since 2021) and Chief Executive Officer and Co-Chief Investment Officer (1995-2020) of CBRE Clarion Securities LLC; Chief Executive Officer, Chief Investment Officer and Global Chief Investment Officer of CBRE Global Investors (2015-2019)
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Duke Management Company (DUMAC) (since 2018)
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*
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“Interested person” of the Trust as defined in the 1940 Act. Mr. Ferguson is an interested person due to his employment with the Advisor.
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Name (Age)
Independent
Trustees
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Positions Held
with the Trust
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Principal Occupation(s)
During the
Past 5 Years
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Other
Directorships
Held
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Asuka Nakahara (65)
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Trustee
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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)
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Comcast Corporation (since February 2017)
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John R. Bartholdson (77)
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Trustee/Audit Committee Financial Expert
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Senior Vice President, CFO and Treasurer, and a Director of Triumph Group, Inc. (1993-2007) (Retired)
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Berwyn Cornerstone Fund, Berwyn Income Fund, and Berwyn Fund (2013-2016); Old Mutual Advisor Funds, Old Mutual Funds, II and Old Mutual Insurance Series Fund (2004-2012)
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Leslie E. Greis (63)
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Trustee
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Founder and Managing Member, Perennial Capital Advisors, LLC (since 2013)
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AIM Mutual Insurance, Inc. (since 2016); Kinefac Corporation (since 2009)
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Heidi Stam (64)
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Trustee
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Managing Director and General Counsel, Vanguard (2005-2016) (Retired)
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Investor Advisory Committee, U.S. Securities and Exchange Commission (since 2017); National Adjudicatory Council, FINRA (since 2017)
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Name (Age)
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Position
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Principal Occupation(s)
During the Past 5 Years
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T. Ritson Ferguson (62)
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President and Chief Executive Officer
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Vice Chairman (since 2021) and Chief Executive Officer and Co-Chief Investment Officer (1995-2020) of CBRE Clarion Securities LLC; Chief Executive Officer, Chief Investment Officer and Global Chief Investment Officer of CBRE Global Investors (since 2015-2019)
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Jonathan A. Blome (44)
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Chief Financial Officer
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Chief Operating Officer (since 2021) and Chief Financial Officer and Director of Operations (since 2011) of CBRE Clarion Securities LLC
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Robert S. Tull, III (44)
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Secretary and Chief Compliance Officer
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Chief Compliance Officer (since 2010) and Compliance Officer (2008 - 2010) of CBRE Clarion Securities LLC; Global Chief Compliance Officer for CBRE Global Investors (2017-2018)
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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
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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.
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Name of Trustee
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Dollar Range of
Equity Securities
in the Trust
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Interested Trustee
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T. Ritson Ferguson
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$500-001-$1,000,000
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Independent Trustees
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Asuka Nakahara
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$100,001-$500,000
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John R. Bartholdson
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$10,001-$50,000
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Leslie E. Greis
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$100,001-$500,000
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Heidi Stam
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$100,001-$500,000
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Name of Trustee
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Name of Owners and
Relationships to Trustee
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Company
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Title of Class
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Value of
Securities
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Percent of
Class
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Asuka Nakahara
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Same
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Trammel Crow Company Acquisitions II, L.P. (“TCC, LP”)
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Limited
Partnership
Interest
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$(3,569)*
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0.38%*
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*
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The value shown is as of March 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.
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Name of Interested Trustee
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Aggregate
Compensation
from the
Trust
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Pension or
Retirement Benefits
Accrued as Part of
Company Expenses
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Estimated Annual
Benefits upon
Retirement
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T. Ritson Ferguson
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$0
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Not Applicable
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Not Applicable
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Name of Independent Trustee
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Aggregate
Compensation
from the
Trust
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Pension or
Retirement Benefits
Accrued as Part of
Company Expenses
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Estimated Annual
Benefits Upon
Retirement
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Asuka Nakahara
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$50,000
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Not Applicable
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Not Applicable
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John R. Bartholdson
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$53,000
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Not Applicable
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Not Applicable
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Leslie E. Greis
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$50,000
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Not Applicable
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Not Applicable
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Heidi Stam
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$25,000*
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Not Applicable
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Not Applicable
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*
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Ms. Stam was appointed to the Board effective June 1, 2020.
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Name
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Action
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Discussion
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John R. Bartholdson
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In re: Alliance, Franklin Templeton, Bank of America, and Pilgrim Baxter (D. Md. 2004).
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In 2004, Mr. Bartholdson, in his role as a member of the Board of PBHG Funds, was named as a defendant in a lawsuit that alleged improper market timing and late trading in the PBHG Funds. The case was settled in 2011.
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Leslie E. Greis
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None
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T. Ritson Ferguson
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None
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Asuka Nakahara
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None
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Heidi Stam
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None
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CBRE Clarion Global Real Estate Income Fund
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By Order of the Board of Trustees
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T. Ritson Ferguson
President and Chief Executive Officer
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Dated: September 2, 2021
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(a)
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assist in the Board’s oversight of:
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(i)
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the integrity of the Trust’s financial statements;
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(ii)
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the Trust’s compliance with legal and regulatory requirements;
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(iii)
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the qualifications and independence of the Trust’s independent auditor (“the Independent Auditor”); and
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(iv)
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the performance of the Trust’s internal audit function and the Independent Auditor;
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(b)
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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;
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(c)
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be directly responsible for the approval, compensation, retention and oversight of the work of the Independent Auditor and ensuring that the Independent Auditor reports directly to the Audit Committee. 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
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(d)
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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”).
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1
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This Audit Committee Charter was first ratified and approved by the Board of Trustees of the Trust on August 30, 2006 and amended and restated on September 12, 2007, September 5, 2012, February 12, 2018 and February 18, 2021.
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(a)
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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
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(b)
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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.
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(i)
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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)
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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;
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(iii)
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Pre-approve
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(A)
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all engagements for audit services to be provided by the Independent Auditor to the Trust; and
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(B)
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all engagements (“Covered Non-Audit Engagements”) for non-audit services to be provided by the Independent Auditor
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(i)
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to the Trust; and/or
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(ii)
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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-X; provided
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1.
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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;
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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;
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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
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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.
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(iv)
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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 (“PCAOB Standards”);
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(v)
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RESERVED
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(vi)
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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;
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(vii)
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Oversee the independence of the Independent Auditor by, among other things:
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(A)
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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;
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(B)
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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;
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(C)
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setting clear hiring policies for compliance by the Trust, its 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 policies may be set forth in the terms of the engagement letter pursuant to which the Independent Auditor conducts its audit and as approved by the Audit Committee, or otherwise; and
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(D)
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considering whether there should be a regular rotation of the Independent Auditor; and
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(viii)
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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.
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(i)
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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;
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(ii)
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Obtain, at least annually, from the Independent Auditor and review a report describing:
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(A)
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all critical accounting policies and practices used for the Trust;
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(B)
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the Independent Auditor’s internal quality-control procedures;
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(C)
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any material issues raised by the most recent internal quality-control review, or peer review of the Independent Auditor;
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(D)
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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;
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(E)
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(to assess the Independent Auditor’s independence) all relationships between the Independent Auditor and the Trust;
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(F)
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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
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(G)
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other material written communications between the Independent Auditor and management of the Trust, such as any management letter or schedule of unadjusted differences;
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(iii)
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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:
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(A)
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the Trust’s annual audited financial statements and interim financial statements, and any major issues related thereto;
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(B)
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critical accounting policies and such other accounting policies of the Trust as are deemed appropriate for review by the Audit
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(C)
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the effect of regulatory, accounting and financial reporting initiatives on the financial statements of the Trust; and
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(iv)
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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:
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(A)
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any accounting adjustments that were noted or proposed by the Independent Auditor but were rejected by management (as immaterial or otherwise);
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(B)
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any communications between the audit team and the Independent Auditor’s national office respecting auditing or accounting issues presented by the engagement; and
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(C)
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any “management” or “internal control” letter issued, or proposed to be issued, by the Independent Auditor to the Trust;
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(v)
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Attempt to resolve all disagreements between the Independent Auditor and management regarding financial reporting; and
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(vi)
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Review information obtained from the Independent Auditor pursuant to Section 10A of the Securities Exchange Act of 1934, as amended.
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(i)
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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:
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(A)
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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;
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(B)
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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
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(C)
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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.
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(i)
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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;
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(ii)
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Establish procedures for:
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(A)
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the receipt, retention and treatment of complaints received by the Trust regarding accounting, internal accounting controls or auditing matters, and
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(B)
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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;
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(iii)
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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.
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(iv)
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Discuss policies with respect to risk assessment and risk management; and
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(v)
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Discuss generally the Trust’s dividends press releases, as well as related financial information and guidance provided to analysts and rating agencies, if any.
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(i)
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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
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(ii)
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Perform an annual performance evaluation of the Audit Committee.
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•
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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.
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