Exhibit 99 (a)(1)

Exhibit (d)(2)

OFFER EXPIRES AT 5:00 P.M., EASTERN TIME, ON APRIL 6, 2023

IN ORDER TO EXERCISE YOUR RIGHTS, YOU MUST COMPLETE BOTH SIDES OF THE CARD.

As the registered owner of this Subscription Certificate, you or your assignee are entitled to subscribe for a number of common shares of beneficial interest, par value $0.001 (the “Common Shares”), of CBRE Global Real Estate Income Fund (the “Trust”) pursuant to the primary subscription privilege (the “Primary Subscription Right”) and upon the terms and conditions and at the Subscription Price for each Common Share specified in the prospectus supplement relating thereto (the “Prospectus Supplement”). The Rights represented hereby include the Over-Subscription Privilege for Rights holders described in the Prospectus Supplement. Under the Over-Subscription Privilege, additional Common Shares (the “Over-Subscription Shares”) may be purchased by a Rights holder if such Common Shares are available and the holder’s Primary Subscription Rights have been exercised to the fullest extent possible. The Board of Trustees has the right, in its absolute discretion, to eliminate the Over-Subscription Privilege with respect to the Over-Subscription Shares if it considers doing so to be in the best interest of the Trust. The Board of Trustees may make that determination at any time, without prior notice to Rights holders or others, up to and including the fifth day following the Expiration Date. The Board of Trustees also has the right, in its absolute discretion, to terminate the offering of the Rights, and cancel the Rights, at any time prior to the delivery of the Common Shares. Registered owners of the Trust’s Common Shares will receive Common Shares purchased pursuant to the Primary Subscription Right and the Over-Subscription Privilege via an uncertificated share credit to their existing account(s). Confirmation statements for Common Shares purchased pursuant to the Primary Subscription Right and the Over- Subscription Privilege reflecting uncertificated share credits will be delivered as soon as practicable after the Expiration Date and after all over-subscription allocations have been effected.

THE SUBSCRIPTION RIGHT IS TRANSFERABLE

Payment must be in United States dollars, whereby only checks drawn on a bank located in the continental United States and made payable to CBRE Global Real Estate Income Fund will be accepted. Please reference your rights card control number on your check.

The registered owner of this Subscription Certificate named above, or assigns, is entitled to the number of Rights shown below to subscribe for Common Shares of CBRE Global Real Estate Income Fund in the ratio of one Common Share for each five (5) Rights, pursuant to the Primary Subscription Right and upon the terms and conditions and at the price for each Common Share specified in the Prospectus Supplement. The Rights represented hereby include the Over-Subscription Privilege for Record Date Common Shareholders only, as described in the Prospectus Supplement. Under the Over-Subscription Privilege, additional Common Shares may be purchased by a Record Date Common Shareholder if such Common Shares are available, the owner’s Primary Subscription Rights have been exercised to the fullest extent possible, and the pro rata allocation requirements have been satisfied. Registered owners of the Trust’s Common Shares will receive Common Shares purchased pursuant to the Primary Subscription Right and the Over-Subscription Privilege via an uncertificated share credit to their existing account(s). Any refund in connection with an over-subscription will be delivered as soon as practicable after the Expiration Date and after all over-subscription allocations, if any, have been effected. This Subscription Certificate may be transferred in the same manner and with the same effect as in the case of a negotiable instrument payable to specific persons, by duly completing and signing the assignment on the reverse side hereof. Capitalized terms used but not defined in this Subscription Certificate shall have the meanings assigned to them in the Prospectus Supplement and Prospectus relating to the Rights.This Subscription Certificate shall be governed by and construed in accordance with the laws of the State of Delaware. To subscribe pursuant to the Primary Subscription Right, five (5) Rights and the estimated Subscription Price are required for each Common Share. To subscribe for additional Common Shares pursuant to the Over-Subscription Privilege, the the estimated Subscription Price is required for each Common Share, subject to the terms of the Over-Subscription Privilege as described in the Prospectus Supplement. Payment of the estimated subscription price of $6.38 per Common Share must accompany the Subscription Certificate.

ADDITIONAL INFORMATION

For a more complete description of the terms and conditions of this Rights Offering, please refer to the Fund’s Prospectus Supplement. Additional copies of the Prospectus Supplement are available upon request from Georgeson at 866-216-0462.

03RO2C

To subscribe for Common Shares you must present to Computershare Trust Company, N.A. (the “Subscription Agent” or “Computershare”), prior to 5:00 p.m., Eastern time, on the Expiration Date of April 6, 2023 (unless extended), either: (a) a properly completed and executed Subscription Certificate and payment as described herein for the number of Common Shares subscribed for under the Primary Subscription Right (and, if you are a Record Date Common Shareholder electing to exercise the Over-Subscription Privilege, the number of Over-Subscription Shares requested pursuant to the terms of the Over-Subscription Privilege); or (b) payment and a notice of guaranteed delivery (the “Notice of Guaranteed Delivery”) guaranteeing delivery of a properly completed and executed Subscription Certificate. You will have no right to rescind a purchase after the Subscription Agent has received a properly completed and executed Subscription Certificate and payment by means of a check.

To subscribe for your primary Common Shares, please complete line “A” on the card below. If you are not subscribing for your full Primary Subscription Right, check box “D” below, and we will attempt to sell any remaining unexercised Rights. There can be no assurance that unexercised Rights will be sold, or regarding the costs or proceeds that will result from any completed sales. To subscribe for any Over-Subscription Shares, please complete line “B” below.

Please Note: Only Record Date Common Shareholders who have exercised their Primary Subscription Right to the fullest extent possible may apply for Common Shares pursuant to the Over-Subscription Privilege.

Payment for Shares: Full payment of Estimated Subscription Price for Common Shares purchased pursuant to both the Primary Subscription Right and the Over-Subscription Privilege must accompany this Subscription Certificate or Notice of Guaranteed Delivery. Please reference your rights card control number on your check or Notice of Guaranteed Delivery.

If a holder of Rights who acquires Common Shares pursuant to the Rights Offering does not make payment of all amounts due, the Trust reserves the right to take any or all of the actions described in the Prospectus Supplement under Payment for Shares. Any payment required from a holder of Rights must be received by the Subscription Agent on or prior to the Expiration Date. Because shareholders must only pay the Estimated Subscription Price per share to exercise their Rights pursuant to the Offer, and the Final Subscription Price may be higher or lower than the Estimated Subscription Price, shareholders may receive a refund or be required to pay an additional amount equal to: the difference between the Estimated Subscription Price and the Final Subscription Price, multiplied by the total number of shares for which they have subscribed and been issued (including pursuant to the Over-Subscription Privilege). Any excess payment to be refunded by the Trust to a holder of Rights, or to be paid to a holder of Rights as a result of sales of Rights on its behalf by the Subscription Agent, will be mailed by the Subscription Agent to the holder within ten Business Days after the Expiration Date. Any additional amounts due from shareholders (in the event the Final Subscription Price exceeds the Estimated Subscription Price) must be received within twelve (12) business days of Confirmation Date, April 18, 2023, unless the Offer is extended by the Trust.

FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THIS RIGHTS OFFERING, PLEASE REFER TO THE TRUST’S PROSPECTUS SUPPLEMENT, WHICH IS INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS SUPPLEMENT ARE AVAILABLE UPON REQUEST FROM GEORGESON AT 866-216-0462.

Overnight or trackable delivery or electronic submission is encouraged to insure timely delivery. Please complete all applicable information and return to the Subscription Agent:

Delivery of this Subscription Rights Certificate to an address other than as set forth above does not constitute a valid delivery.

DELIVERY OF THIS FORM OF EXERCISE, SALE OR TRANSFER TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

Exhibit (d)(3)

NOTICE OF GUARANTEED DELIVERY

For Shares of Common Stock of
CBRE Global Real Estate Income Fund (the “Trust”)
Subscribed for under the Primary Subscription
and Pursuant to the Over-Subscription Privilege

As set forth in the Prospectus Supplement, dated February 27, 2023, and the accompanying Prospectus, dated February 21, 2023, as supplemented to date (collectively, the “Prospectus”), this form or one substantially equivalent hereto may be used as a means of effecting subscription and payment for all of the Trust’s common shares, par value $0.001 per share (“Common Shares”), subscribed for under the primary subscription and pursuant to the over-subscription privilege. Such form may be delivered by email, overnight courier, express mail or first-class mail to the Subscription Agent and must be received prior to 5:00 p.m., Eastern time, on April 6, 2023, as such date may be extended from time to time (the “Expiration Date”). The terms and conditions of the Offer set forth in the Prospectus are incorporated by reference herein. Capitalized terms used and not otherwise defined herein have the meaning attributed to them in the Prospectus.

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.

The New York Stock Exchange (the “NYSE”) member firm or bank or trust company which completes this form must communicate this guarantee and the number of Common Shares subscribed for in connection with this guarantee (separately disclosed as to the primary subscription and the oversubscription privilege) to the Subscription Agent and must deliver this Notice of Guaranteed Delivery, to the Subscription Agent, prior to 5:00 p.m., Eastern time, on the Expiration Date, guaranteeing delivery of a properly completed and signed Subscription Certificate (which certificate must then be delivered to the Subscription Agent no later than the close of business of the second business day after the Expiration Date). Failure to do so will result in a forfeiture of the Rights.

GUARANTEE

The undersigned, a member firm of the NYSE or a bank or trust company having an office or correspondent in the United States, guarantees delivery to the Subscription Agent by no later than 5:00 p.m., Eastern time, on the second Business Day after the Expiration Date (April 6, 2023, unless extended, as described in the Prospectus) of a properly completed and executed Subscription Certificate, as subscription for such Common Shares is indicated herein or in the Subscription Certificate. Participants should notify the Depositary prior to covering through the submission of a physical security directly to the Depositary based on a guaranteed delivery that was submitted via the PSOP platform of The Depository Trust Company (“DTC”).

Exhibit (h)(3)

Chatsworth Securities LLC

January 25, 2023

Mr. Joseph P. Smith

President and Chief Executive Officer

CBRE Global Real Estate Income Fund

201 King of Prussia Road, Suite 600

Radnor, Pennsylvania 19087

Dear Mr. Smith:

This engagement agreement (the “Agreement”) confirms the terms and conditions upon which Chatsworth Securities LLC (“Chatsworth” or the “Financial Advisor”) will be engaged as Financial Advisor to represent CBRE Global Real Estate Income Fund (the “Fund”) in its consideration to raise additional equity and, if approved by the Fund’s Board of Trustees (the “Board”), in the execution of the strategy using a Rights Offering structure (the “Offering”) as described in Section 1 below.

Section 1: Nature of the Engagement

As Financial Advisor, we will advise and assist the Fund regarding the following:

Chatsworth will prepare a Board Report which will include analysis and discussion of the factors to be duly considered by the Board to comply with the guidelines set forth by the SEC staff for a transferable rights offering priced at a discount to the net asset value of a fund. The consideration of these factors by the Board in the determination as to whether the offering will provide a net benefit to the shareholders of the Fund is referred to as the “Net Benefits” test. Chatsworth will deliver the Board Report in advance of a meeting in which the Board considers such an Offering.

Chatsworth will advise on all aspects of the Offering including the terms and conditions for the offering, timing, marketing to shareholders and new investors, the contracts and terms with any Information Agent and/or Subscription Agent and all other matters related to the Offering. Chatsworth will also review the Registration Statement and Prospectus Supplement prior to each respective SEC filing. Chatsworth will work with all parties involved in the Offering, including the Board, Legal Counsel, the Fund’s Investment Advisor, any Information Agent and/or Subscription Agent, the New York Stock Exchange, and others to coordinate the overall process to execute the Offering.

The Fund recognizes and confirms that: (i) in performing these services the Financial Advisor will be, in part, using and relying on publicly available information released by the Fund and such other information as may be furnished to it or approved by the Fund (collectively, the “Information”); (ii) the Financial Advisor does not assume responsibility for the accuracy and completeness of the Information and (iii) the Financial Advisor is not responsible for independently verifying any of the Information provided by the Fund.

95 East Putnam Avenue, Greenwich, CT 06830 Tel. (203) 629-2612 Fax (203) 629-2375

The Fund shall be responsible for the contents of any disclosure documents used in the Offering. The Fund shall ensure that such documents will not, with respect to Information provided by the Fund, as of the date of any offer or sale of any securities, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances in which they were made, not misleading.

The Financial Advisor shall act solely as the Fund’s advisor and not as principal. The Fund understands and agrees that Chatsworth is not acting in a fiduciary capacity.

Section 2: Fees

For services provided hereunder, the Fund shall pay the Financial Advisor the following:

Success Fee:

Upon the completion of the Offering, the Fund shall pay Chatsworth a cash fee of three quarters of one percent (0.75%) of the total amount of the gross proceeds raised through the Offering including, if there is sufficient demand, proceeds raised through any secondary over-allotment option for the Offering.

Section 3: Expenses

The Fund agrees from time to time upon request to reimburse Chatsworth for all reasonable expenses incurred in connection with this Agreement. All expenses must be pre-approved by the Fund in order to be subject to reimbursement.

Section 4: Authorization

Each individual signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such party’s obligations have been duly authorized and that the Agreement is a valid and legal agreement binding on the party and enforceable according to its terms, and does not, to the best of the party's knowledge, conflict with or result in a breach of any of the terms, provisions or conditions of any agreement, written, or otherwise, to which it is a party.

Section 5: Indemnification

The Fund agrees to indemnify, defend and hold harmless Chatsworth and its members, officers, employees and agents from and against any and all losses, liabilities, claims, or damages and expenses whatsoever (including, but not limited to, all expenses reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened, or any claim whatsoever and including any amounts paid in any settlement effected with the Fund’s consent, such consent not to be unreasonably withheld) from any third party claims including claims made against the Fund, claims made by the Fund against persons other than Chatsworth or, as a result of the Fund’s grossly negligent failure to discover any untrue statement or alleged untrue statement of a material fact contained in the Information provided by the Fund as from time to time amended and supplemented or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading (together “Losses”) to which any indemnified party may become subject in the performance of their duties, unless any such Losses arise out of the gross negligence or willful misconduct of Chatsworth or any of its members, officers, employees, sub-contractors or agents.

Chatsworth agrees that it will indemnify, defend and hold harmless the Fund, any officer, trustee, member, employee, and agent of any of the foregoing from and against any loss, expense, claim, damage, or liability to which they may become subject under any applicable securities law or otherwise (including but not limited to any and all expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced, or threatened, or any claim whatsoever), insofar as any such loss, expense, claim, damage, liability, or actions in respect thereof arises out of or is based on Chatsworth’s gross negligence or willful misconduct or any untrue statement of a material fact made by Chatsworth other than in reliance upon and consistent with the Information.

The indemnifying party shall reimburse each indemnified party for any legal expenses reasonably incurred by it; however, each indemnified party shall use the same counsel unless there is an irreconcilable conflict between the different indemnified parties’ interests, and duly proved in connection with the investigating or defending any third-party claim against such indemnified parties.

Section 6: Termination

This Agreement may be terminated by either the Fund or Chatsworth at any time, with or without cause, upon 30 days’ written notice to the other party; provided, however, that if the Fund terminates this engagement without cause, Chatsworth will be entitled to its full fee under Section 2 hereof in the event of the successful completion of an Offering if such Offering occurs within 12 months of Chatsworth’s termination; and provided further, that the provisions of Sections 3, 4, 5 and 6 shall survive such termination.

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof shall be settled by arbitration in accordance with the Financial Industry Regulatory Authority’s (“FINRA”) Rules of Arbitration at a hearing to be held in New York, NY and judgment upon an award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. This Agreement shall be governed by New York State law without regard to conflict of law provisions. The commencement of arbitration proceedings by an aggrieved party to settle disputes arising out of or relating to this contract is a condition precedent to the commencement of legal action by either party. Neither party shall make a claim against the other for punitive damages. Each party will be responsible for their own costs in conjunction with the arbitration proceeding. If the Fund or Chatsworth commences action in any court, or other legal venue, prior to an arbitrator’s final decision on the controversy or claim, then the party commencing such action will be responsible for all expenses incurred by Chatsworth and the Fund in the arbitration and the court proceedings. Notwithstanding any other language in this Agreement, the Fund agrees that, in the event of non-payment of fees and expenses due to Chatsworth pursuant to this Agreement, the Fund will pay for the cost of collection including reasonable attorney’s fees.

This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. This Agreement may not be amended or modified except by a writing executed by each of the parties hereto. This Agreement may not be assigned without the prior written consent of both parties.

If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect, and the remainder of the Agreement shall remain in full force and effect. This Agreement may be executed in counterparts (including facsimile counterparts), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Please confirm that the foregoing is in accordance with your understandings and agreements with Chatsworth by signing the duplicate copy of this Agreement and returning it to the undersigned, thereby constituting this a binding agreement between us, our respective successors, and assigns.

5

Exhibit (k)(7)

Certain identified information has been excluded from this exhibit because it is both not material and the type that the Registrant treats as private or confidential.

Subscription Agent Agreement

Between

CBRE Global Real Estate Income Fund

and

Computershare Trust Company, N.A.,

Computershare Inc.

THIS SUBSCRIPTION AGENT AGREEMENT (the “Agreement”) is entered into as of this
24th_day of February 2023 (the “Effective Date”) by and among 

CBRE Global Real Estate Income Fund, a statutory trust organized and existing under the laws of the State of Delaware (the “Company”), Computershare Inc. (“Computershare”) a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking association (the “Trust Company” and together with Computershare, the “Agent”).

SUBSCRIPTION AGENT SERVICES

1. Appointment

1.1 Subject to approval of a proposed transferable rights offering by the Board of Trustees, the Company is making an offer (the “Subscription Offer”) to issue to holders of record of its outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), at the close of business on March 9, 2023 (the “Record Date”), the right to subscribe for and purchase (each such right, a “Right”, and collectively, the “Rights”) shares of common stock (the “Additional Common Stock”) at an estimated purchase price of $6.38 per share of the Additional Common Stock (the “Subscription Price”), payable as described on the Subscription Form (as defined below) or any web site established for purposes of effectuating the Offer. The actual subscription price will be determined by a pricing formula of 95% of the average of the last sale price of common shares on the New York Stock Exchange on Expiration Date and the four preceding business days. Agent agrees to establish the offer web site, which shall be a dedicated event website for eligible Stockholders to securely sign in, review transactional / Offer materials, make elections, or enter instructions (collectively, “Electronic Instructions”) in connection with the Subscription Offer ( an “Offer Web Site”), which together, as they may be amended from time to time, constitute the Subscription Offer, sent to eligible shareholders, upon the terms and conditions set forth therein. The term “Subscribed” shall mean submitted for purchase from Company by a stockholder in accordance with the terms of the Subscription Offer, and the term “Subscription(s)” shall mean any such submission. Company hereby appoints Agent to act as subscription agent in connection with the Subscription Offer and Agent hereby accepts such appointment in accordance with and subject to the terms and conditions of this Agreement.

1.2 The Subscription Offer will expire at 5:00, Eastern Time, on April 6, 2023 (the “Expiration Time”), unless Company shall have extended the period of time for which the Subscription Offer is open, in which event the term “Expiration Time” shall mean the latest time and date at which the Subscription Offer, as so extended by Company from time to time, shall expire.

1.3 Company will file a registration statement relating to the Additional Common Stock with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “1933 Act”), on February 27, 2023, and such registration statement will be immediately effective on February 27, 2023. The terms of the Additional Common Stock are more fully described in the prospectus forming a part of the registration statement as it was declared effective. All terms used and not defined herein shall have the same meaning(s) as in the prospectus.

1.4 Promptly after the Record Date, Company will furnish Agent with, or will instruct Agent, in its capacity as transfer agent for Company, to prepare, a certified list in a format acceptable to Agent of holders of record of the Common Stock at the Record Date, including each such holder’s name, address, taxpayer identification number (“TIN”), share amount with applicable tax lot detail, any certificate detail and information regarding any applicable account stops or blocks (the “Record Stockholders List”).

1.5 Client will promptly review and approve the Offer Web Site in order to launch concurrently with the Record Date.

1.6 No later than the earlier of (i) forty-five (45) days after the Record Date or (ii) January 15 of the year following the year in which the Record Date occurs, Company shall deliver to Agent written direction on the adjustment of cost basis for covered by IRS cost basis reporting requirements securities that arise from or are affected by the Subscription Offer in accordance with current Internal Revenue Service regulations (see the Tax Instruction/Cost Basis Information Letter attached hereto as Exhibit A for additional information).

2. Subscription of Rights

2.1 The Rights entitle the holders to subscribe, upon payment of the Subscription Price, for one share of the Additional Common Stock for every five Rights (the “Basic Subscription Privilege”). Common Shares may be purchased only pursuant to the exercise of Rights in integral multiples of five. The number of Rights to be issued to a Record Date Shareholder will be rounded up to the nearest number of Rights evenly divisible by five. No fractional Rights will be issued, the holder of fewer than 5 Rights will be rounded up 5 Rights, in order to be able to subscribe for and pay the Subscription Price for one full share of the Common Stock.

2.2 If subscribing shareholders who exercise their Rights in full are entitled to exercise an oversubscription right, then Company shall provide Agent with instructions regarding the allocation to such shareholders of the Additional Common Stock after the initial allocation thereof.

2.3 Except as otherwise indicated to Agent by Company in writing, all of the Additional Common Stock delivered hereunder upon the exercise of the Rights will be delivered free of restrictive legends. Company shall, if applicable, inform Agent as soon as possible in advance as to whether any Additional Common Stock issued hereunder is to be issued with restrictive legend(s) and, if so, Company shall provide the appropriate legend(s) and a list identifying the affected shareholders, certificate numbers (if applicable) and share amounts for such affected shareholders.

3. Duties of Subscription Agent

3.1 Agent shall issue the Rights in accordance with this Agreement in the names of the holders of the Common Stock of record on the Record Date, keep such records as are necessary for the purpose of recording such issuance(s), and furnish a copy of such records to Company.

3.2 Promptly after Agent receives the Record Stockholders List, Agent shall:

4. Acceptance of Subscriptions

4.1 Following Agent’s first receipt of Subscriptions, on each business day, or more frequently if reasonably requested as to major tally figures, forward a report by email to a contact list to be provided by the Company (the “Company Representative”) as to the following information, based upon a preliminary review (and at all times subject to a final determination by Company) as of the close of business on the preceding business day or the most recent practicable time prior to such request, as the case may be: (i) the total number of shares of the Additional Common Stock Subscribed for; (ii) the total number of the Rights sold; (iii) the total number of the Rights partially Subscribed for; (iv) the amount of funds received; and (v) the cumulative totals in categories (i) through (iv), above.

4.2 As promptly as possible following the Expiration Time, advise the Company Representative by email of (i) the number of shares of the Additional Common Stock Subscribed for and (ii) the number of shares of the Additional Common Stock unsubscribed for.

5.  Deposit of Funds

5.1  Upon acceptance of a Subscription, all funds accompanying a Subscription and received by Computershare under this Agreement which are to be held by Computershare in the performance of services hereunder (the “Funds”) shall be held by Computershare as agent for Company at commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P Global Inc. (“S&P”) (LT Local Issuer Credit Rating), Moody’s Investors Service, Inc. (“Moody’s”) (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Until paid pursuant to this Agreement, Computershare may hold or invest the Funds through such accounts, upon Company’s written instruction, in (A) short-term obligations of the United States with maturities of no more than thirty (30) days or guaranteed by the United States and backed by the full faith and credit of the United States, (B) commercial paper obligations of issuers organized under the Law of a state of the United States, rated A-1 or P-1 or better by Moody’s or S&P, respectively or (C) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion; provided that in the case of each of clauses A through C, no such investment shall have a maturity of more than thirty (30) days. Agent shall furnish, upon Company’s reasonable request, reports to Company showing the current balances of such accounts. The Funds shall not be used for any purpose that is not expressly provided for in this Agreement.

5.2 Computershare will only draw upon the Funds in such account(s) as required from time to time in order to make payment to the Company and any applicable tax withholding payments. Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with this Section 5, including any losses resulting from a default by any bank, financial institution or other third party.  Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits.  Computershare shall not be obligated to pay such interest, dividends or earnings to Company, any holder or any other party.

5.3 Computershare is acting as Agent hereunder and is not a debtor of Company in respect of the Funds.

6. Completion of Subscription Offer

6.1 Upon completion of the Subscription Offer, Agent shall request the transfer agent for the Common Stock to issue the appropriate number of shares of the Additional Common Stock as required in order to effectuate the Subscriptions.

6.2 The Rights shall be issued in registered, book-entry form only. Agent shall keep books and records of the registration, transfer and exchange of the Rights (the “Rights Register”).

6.3 All of the Rights issued upon any registration of transfer or exchange of the Rights shall be the valid obligations of Company, evidencing the same obligations and entitled to the same benefits under this Agreement as the Rights surrendered for such registration of transfer or exchange; provided, that until such transfer or exchange is registered in the Rights Register, Company and Agent may treat the registered holder thereof as the owner for all purposes.

6.4 For so long as this Agreement shall be in effect, Company will reserve for issuance and keep available free from preemptive rights a sufficient number of shares of the Additional Common Stock to permit the exercise in full of all of the Rights issued pursuant to the Subscription Offer.

6.5 Company shall take any and all action, including, without limitation, obtaining the authorization, consent, lack of objection, registration or approval of any governmental authority, or the taking of any other action under the laws of the United States of America or any political subdivision thereof, to insure that all of the shares of the Additional Common Stock issuable upon the exercise of the Rights (subject to payment of the Subscription Price) will be duly and validly issued and fully paid and non-assessable shares of the Common Stock, free from all preemptive rights and taxes, liens, charges and security interests created by or imposed upon Company with respect thereto.

6.6 Company shall, from time to time, take all action necessary or appropriate to obtain and keep effective all registrations, permits, consents and approvals of the Securities and Exchange Commission and any other governmental agency or authority and make such filings under federal and state laws, which may be necessary or appropriate in connection with the issuance, sale, transfer and delivery of the Rights or the Additional Common Stock issued upon the exercise of the Rights.

7. Procedure for Discrepancies Agent shall follow its regular procedures to attempt to reconcile any discrepancies between the number of shares of Additional Common Stock that any Subscription Form may indicate are to be issued to a stockholder upon the exercise of the Rights and the number that the Record Stockholders List indicates may be issued to such stockholder. In any instance where Agent cannot reconcile such discrepancies by following such procedures, Agent will consult with Company for instructions as to the number of shares of Additional Common Stock, if any, Agent is authorized to issue. In the absence of such instructions, Agent is authorized not to issue any shares of Additional Common Stock to such stockholder and will return to the subscribing stockholder (at Agent’s option by either first class mail under a blanket surety bond or insurance protecting Agent and Company from losses or liabilities arising out of the non-receipt or non-delivery of the Subscription Form or by registered mail insured separately for the value of the applicable Rights) to such stockholder’s address as set forth in the Subscription Form, any Subscription Form delivered to Agent, any other documents delivered therewith and a letter explaining the reason for the return of such documents.

8. Procedure for Deficient Items

8.1 Agent shall examine the Subscription Form(s) received by it as agent to ascertain whether they appear to have been completed and executed in accordance with the Subscription Offer. In the event that Agent determines that any Subscription Form does not appear to have been properly completed or executed, or to be in proper form, or any other deficiency in connection with the Subscription Form appears to exist, Agent shall follow, where possible, its regular procedures to attempt to cause such irregularity to be corrected. Agent is not authorized to waive any deficiency in connection with the Subscription, unless Company provides written authorization to waive such deficiency.

8.2 If a Subscription Form specifies that shares of the Additional Common Stock are to be issued to a person other than the person in whose name a surrendered Right is registered, Agent will not issue such shares until such Subscription Form has been properly endorsed with the signature guaranteed in a manner acceptable to Agent (or otherwise put in proper form for transfer).

8.3 If any such deficiency is neither corrected nor waived, Agent will return to the subscribing stockholder (at Agent’s option by either first class mail under a blanket surety bond or insurance protecting Agent and Company from losses or liabilities arising out of the non-receipt or non-delivery of the Subscription Form or by registered mail insured separately for the value of the applicable Rights) to such stockholder’s address as set forth in the Subscription Form, any Subscription Form delivered to Agent, any other documents delivered therewith and a letter explaining the reason for the return of such documents.

9.  Tax Reporting

9.1 Agent shall prepare and file with the appropriate governmental agency and mail to each stockholder, as applicable, all appropriate tax information forms, including, but not limited to, Forms 1099-B, covering payments or any other distributions made by Agent pursuant to this Agreement during each calendar year, or any portion thereof, during which Agent performs services hereunder, as described in the attached Exhibit A. Any cost basis or tax adjustments required after the Effective Time will incur additional fees.

9.2 With respect to any surrendering stockholder whose TIN has not been certified as correct, Agent shall deduct and withhold the appropriate backup withholding tax from any payment made to such stockholder pursuant to the Internal Revenue Code.

9.3 Should any issue arise regarding federal income tax reporting or withholding, Agent shall take such reasonable action as Company may reasonably request in writing. Such action may be subject to additional fees.

10. Unresponsive Payees; Unclaimed Property After the eight month anniversary of the Effective Time, for the purpose of locating unresponsive payees of checks representing any uncashed payments resulting from this Subscription Offer, Agent may use the services of a stockholder locating and/or asset reunification service provider selected by Agent, which may be an affiliate of Agent (“Service Provider”), to facilitate the location of and/or contact of (i) holders who have not yet cashed their checks representing overpayment of subscription application funds. Such Service Provider may compensate Agent for processing and other services Agent provides in connection with such services, including providing Agent a portion of its fees. Such Service Provider shall inform any such located and/or contacted stockholders that they may choose either (ii) to contact Agent directly to receive a check for payment at no charge other than any applicable fees contemplated by this Agreement or (iii) to utilize the services of such Service Provider for a fee, which may not exceed the lesser of 20% of the total value of such stockholder’s uncashed payment or the maximum statutory fee permitted by the applicable state jurisdiction. If the Company selects a locating and/or asset reunification service provider other than one selected by Agent, then Agent shall not be responsible for the terms of any agreement with such provider and additional fees may apply.

The Company hereby authorizes and instructs Agent to provide to Service Provider on behalf of Computershare or Company pursuant to this Section 10:

(i) aggregate data of stockholders who have not cashed their checks representing return of funds related to the Offer and Company information, including number of accounts, value of Uncashed checks, effective date and type of transaction, second mailing date (if applicable), and information concerning this Section 10, in order for the Service Provider to determine the feasibility of providing locating and/or asset reunification services; and

(ii) upon determination by the Service Provider that a stockholder locating and/or asset reunification program will be implemented and after notification of implementation to Company by Agent (including by e-mail):

(1) a complete file of stockholders including those with outstanding payments, who have not yet cashed their checks representing payment of any subscription refund.

(2) preliminary escheatment files of stockholders with uncashed checks (used to block accounts that may not be serviced under the program based on state unclaimed property laws); and

(3) view only access to stockholder data (during the time a program is in place) for the limited purposes of verifying account information and reconciliation for program eligible accounts and to Company information related to the transaction such as the expiration date.

11. Authorizations and Protections

As agent for Company hereunder, Agent:

11.1 Shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing by Agent and Company;

11.2 Shall have no obligation to deliver the Additional Common Stock unless Company shall have provided a sufficient number of shares of the Additional Common Stock to satisfy the exercise of the Rights by holders as set forth hereunder;

11.3 Shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness of any certificates, if applicable, or the Rights represented thereby surrendered hereunder or the Additional Common Stock issued in exchange therefor, and will not be required to or be responsible for and will make no representations as to, the validity, sufficiency, value or genuineness of the Subscription Offer;

11.4 Shall not be obligated to take any legal action hereunder; if, however, Agent determines to take any legal action hereunder, and where the taking of such action might, in Agent’s judgment, subject or expose it to any expense or liability, Agent shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it;

11.5 May rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other document or security delivered to Agent and believed by Agent to be genuine and to have been signed by the proper party or parties;

11.6 Shall not be liable or responsible for any recital or statement contained in the Subscription Offer or any other documents relating thereto;

11.7  Shall not be liable or responsible for any failure of the Company or any other party to comply with any of its covenants and obligations relating to the Subscription Offer, including without limitation obligations under applicable securities laws;

11.8 Shall not be liable to any holder of the Rights for any Additional Common Stock or dividends thereon or, if applicable, and any related unclaimed property that has been delivered to a public official pursuant to applicable abandoned property law;

11.9 May, from time to time, rely on instructions provided by Company concerning the services provided hereunder. Further, Agent may apply to any officer or other authorized person of Company for instruction and may consult with legal counsel for Agent or Company with respect to any matter arising in connection with the services provided hereunder. Agent and its agents and subcontractors shall not be liable and shall be indemnified by Company under Section 13.2 of this Agreement for any action taken or omitted by Agent in reliance upon any Company instructions or upon the advice or opinion of such counsel. Agent shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from Company;

11.10 May rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature by an eligible guarantor institution that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable signature guarantee program or insurance program in addition to, or in substitution for, the foregoing; or (b) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed;

11.11 Either in connection with, or independent of the instruction term in Section 10.9, above, Agent may consult counsel satisfactory to Agent (including internal counsel), and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by Agent hereunder in good faith and in reliance upon the advice of such counsel;

11.12 May perform any of its duties hereunder either directly or by or through agents or attorneys and Agent shall not be liable or responsible for any misconduct or negligence on the part of any agent or attorney appointed with reasonable care hereunder; and

11.13 Is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person.

12. Representations, Warranties and Covenants

12.1 Agent. Agent represents and warrants to Company that:

12.2 Company. Company represents and warrants to Agent that:

13. Indemnification and Limitation of Liability

13.1 Liability. Agent shall only be liable for any loss or damage determined by a court of competent jurisdiction to be a result of Agent’s gross negligence or willful misconduct; provided that any liability of Agent will be limited in the aggregate to the amounts paid hereunder by Company to Agent as fees and charges, but not including reimbursable expenses.

13.2 Indemnity. Company shall indemnify and hold Agent harmless from and against, and Agent shall not be responsible for, any and all losses, claims, damages, costs, charges, penalties and related interest, counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or attributable to Agent’s duties under this Agreement or this appointment, including the reasonable costs and expenses of defending itself against any Loss or enforcing this Agreement, except for any liability of Agent as set forth in Section 13.1, above.

14 Damages Notwithstanding anything in this Agreement to the contrary, neither party shall be liable to the other for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement even if apprised of the possibility of such damages.

15. Confidentiality

15.1 Definition.  “Confidential Information” shall mean any and all technical or business information relating to a party, including, without limitation, financial, marketing and product development information, shareholder data (including any non-public information of such Shareholder), proprietary information, and the terms and conditions (but not the existence) of this Agreement, that is disclosed or otherwise becomes known to the other party or its affiliates, agents or representatives before or during the term of this Agreement.  Confidential Information constitutes trade secrets and is of great value to the owner (or its affiliates).  Confidential Information shall not include any information that is: (a) already known to the other party or its affiliates at the time of the disclosure; (b) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the other party; (c) subsequently disclosed to the other party or its affiliates on a non-confidential basis by a third party not having a confidential relationship with the owner and which rightfully acquired such information; or (d) independently developed by one party without access to Confidential Information of the other.

15.2 Use and Disclosure. All Confidential Information of a party will be held in confidence by the other party with at least the same degree of care as such party protects its own confidential or proprietary information of like kind and import, but not less than a reasonable degree of care. Neither party will disclose in any manner Confidential Information of the other party in any form to any person or entity without the other party’s prior consent. However, each party may disclose relevant aspects of the other party’s Confidential Information to its officers, affiliates, agents, subcontractors and employees to the extent reasonably necessary to perform its duties and obligations under this Agreement and such disclosure is not prohibited by applicable law. Without limiting the foregoing, each party will implement physical and other security measures and controls designed to protect (a) the security and confidentiality of Confidential Information; (b) against any threats or hazards to the security and integrity of Confidential Information; and (c) against any unauthorized access to or use of Confidential Information. To the extent that a party delegates any duties and responsibilities under this Agreement to an agent or other subcontractor, the party ensures that such agent and subcontractor are contractually bound to confidentiality terms consistent with the terms of this Section 15.

15.3 Required or Permitted Disclosure. In the event that any requests or demands are made for the disclosure of Confidential Information, other than requests to Agent for Shareholder records pursuant to standard subpoenas from state or federal government authorities (e.g., divorce and criminal actions), the party receiving such request will promptly notify the other party to secure instructions from an authorized officer of such party as to such request and to enable the other party the opportunity to obtain a protective order or other confidential treatment, unless such notification is otherwise prohibited by law or court order. Each party expressly reserves the right, however, to disclose Confidential Information to any person whenever it is advised by counsel that it may be held liable for the failure to disclose such Confidential Information or if required by law or court order.

15.4 Unauthorized Disclosure. As may be required by law and without limiting any party’s rights in respect of a breach of this Section 14, each party will promptly:

15.5 Costs. Each party will bear the costs it incurs as a result of compliance with this Section 14.

16. Compensation and Expenses

16.1 Company shall pay to Agent compensation in accordance with the fee schedule attached as Exhibit C hereto, together with reimbursement for reasonable fees and disbursements of counsel, regardless of whether any Rights are surrendered to Agent, for Agent’s services hereunder.

16.2 Company shall be charged for certain expenses advanced or incurred by Agent in connection with Agent’s performance of its duties hereunder. Such charges include, but are not limited to, stationery and supplies, such as checks, envelopes and paper stock, as well as any disbursements for telephone and document creation and delivery. While Agent endeavors to maintain such charges (both internal and external) at competitive rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing and use of Agent’s billing systems.

16.3 If any out-of-proof condition caused by Company or any of its prior agents arises during any terms of this agreement, Company will, promptly upon Agent’s request, provide Agent with funds or shares sufficient to resolve the out-of-proof condition.

16.4 All amounts owed to Agent hereunder are due within thirty (30) days of the invoice date. Delinquent payments are subject to a late payment charge of one and one half percent (1.5%) per month commencing forty-five (45) days from the invoice date. Company agrees to reimburse Agent for any attorney’s fees and any other costs associated with collecting delinquent payments.

16.5 Company is responsible for all taxes, levies, duties, and assessments levied on services purchased under this Agreement (collectively, “Transaction Taxes”).  Computershare is responsible for collecting and remitting Transaction Taxes in all jurisdictions in which Computershare is registered to collect such Transaction Taxes.  Computershare shall invoice Company for such Transaction Taxes that Computershare is obligated to collect upon the furnishing of services provided hereunder.  Company shall pay such Transaction Taxes according to the terms in Section 16.1, above.  Computershare shall timely remit to the appropriate governmental authorities all such Transaction Taxes that Computershare collects from Company.  To the extent that Company provides Computershare with valid exemption certificates, direct pay permits, or other documentation that exempts Computershare from collecting Transaction Taxes from Company, invoices issued for services hereunder provided after Computershare’s receipt of such certificates, permits, or other documentation will not reflect exempted Transaction Taxes.  Computershare is solely responsible for the payment of all personal property taxes, franchise taxes, corporate excise or privilege taxes, property or license taxes, taxes relating to Computershare’s personnel, and taxes based on Computershare’s net income or gross revenues relating to services provided hereunder.

17. Termination Either party may terminate this Agreement upon thirty (30) days’ prior written notice to the other party. Unless so terminated, this Agreement shall continue in effect until ninety (90) days following the Expiration Time. In the event of such early termination, Company will appoint a successor agent and inform Agent of the name and address of any successor agent so appointed, provided, that no failure by Company to appoint such a successor agent shall affect the termination of this Agreement or the discharge of Agent as agent hereunder. Upon any such termination, Agent shall be relieved and discharged of any further responsibilities with respect to its duties hereunder. Upon payment of all outstanding fees and expenses hereunder, Agent shall promptly forward to Company or its designee any Subscription Forms or other documents relating to the Subscription Offer that Agent may receive after its appointment has so terminated.

18. Assignment Neither this Agreement nor any rights or obligations hereunder may be assigned by Company or Agent without the written consent of the other; provided, however, that Agent may, without further consent of Company, assign any of its rights and obligations hereunder to any affiliated agent registered under Rule 17Ac2-1 promulgated under the 1934 Act.

19. Subcontractors and Unaffiliated Third Parties

19.1 Subcontractors. Agent may, without further consent of Company, subcontract with (a) any affiliates, or (b) unaffiliated subcontractors for such services as may be required from time to time (e.g., lost shareholder searches, escheatment, telephone and mailing services); provided, however, that Agent shall be as fully responsible to Company for the acts and omissions of any subcontractor as it is for its own acts and omissions.

19.2 Unaffiliated Third Parties. Nothing herein shall impose any duty upon Agent in connection with or make Agent liable for the actions or omissions to act of unaffiliated third parties (other than subcontractors referenced in Section 19.1, above) such as, by way of example and not limitation, airborne services, delivery services, the U.S. mails, and telecommunication companies, provided, if Agent selected such company, Agent exercised due care in selecting the same.

20. Miscellaneous

20.1 Notices. All notices, demands and other communications given pursuant to the terms and provisions hereof shall be in writing, shall be deemed effective on the date of receipt, and may be sent by overnight delivery services, or by certified or registered mail, return receipt requested to:

If to Company:                                            with an additional copy to:

Invoice for fees and services (if different than above):

CBRE Global Real Estate Income Fund

[Address]

Exhibit (k)(8)

Certain identified information has been excluded from this exhibit because it is both not material and the type that the Registrant treats as private or confidential.

Georgeson LLC

1290 Avenue of the Americas, 9th Floor

New York, NY 10104

www.georgeson.com

February 22, 2023

CBRE Global Real Estate Income Fund

201 King of Prussia Rd Suite 600

Radnor, PA 19087-5108

Re: Information Agent

This Letter of Agreement, including the Appendix attached hereto (collectively, this “Agreement”), sets forth the terms and conditions of the engagement of Georgeson LLC (“Georgeson”) by CBRE Global Real Estate Income Fund (the “Fund”) to act as Information Agent in connection with the Fund’s proposed Rights Offering (the “Offering”). The term of this Agreement shall be the term of the Offering, including any extensions thereof.

CBRE Global Real Estate Income Fund
February 22, 2023
Page 2

The Fund shall pay all applicable taxes incurred in connection with the delivery of the Services or Expenses.

CBRE Global Real Estate Income Fund
February 22, 2023
Page 3

(Contact Name, Email, Phone)

CBRE Global Real Estate Income Fund
February 22, 2023
Page 4

[Remainder of page intentionally left blank. Signature page follows.]

CBRE Global Real Estate Income Fund
February 22, 2023
Page 5

If the above is acceptable, please execute and return the enclosed duplicate of this Agreement to Georgeson LLC, 1290 Avenue of the Americas, 9^th floor, New York, NY 10104, Attention: Christopher M. Hayden.

CBRE Global Real Estate Income Fund
February 22, 2023
Page 6

APPENDIX I

CBRE Global Real Estate Income Fund

FEES & SERVICES SCHEDULE

NOTE: The foregoing fees are exclusive of Expenses and custodial charges as described in paragraphs (c) and (d) of this Agreement. In addition, the Fund will be charged a fee of per extension if the Offering is extended for any reason.

FEE PAYMENT INSTRUCTIONS

The Fund shall pay Georgeson as follows:

Georgeson will send the Fund an invoice for each of the foregoing payments, which invoices will include written transfer instructions.

Exhibit (l)(2)

February 27, 2023

CBRE Global Real Estate Income Fund

201 King of Prussia Road

Suite 600

Radnor, PA 19087 

Ladies and Gentlemen:

We have acted as counsel to CBRE Global Real Estate Income Fund (the “Trust”), a Delaware statutory trust, in connection with certain matters relating to (1) the issuance of transferable subscription rights (“Rights”) to holders of record of the Trust’s common shares, par value $0.001 per share (“Common Shares” and, together with Rights, “Securities”); and (2) the offering and sale of up to an aggregate of 29,222,625 Common Shares upon exercise of the Rights.

In connection with the furnishing of this opinion, we have examined the following documents:

	Morgan, Lewis & Bockius llp
	1111 Pennsylvania Avenue, NW
	Washington, DC  20004	+1.202.739.3000
	United States	+1.202.739.3001

CBRE Global Real Estate Income Fund

February 27, 2023

Page 2

In such examination, we have assumed the genuineness of all signatures, the conformity to the originals of all of the documents reviewed by us as copies, including conformed copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document. We also have assumed for the purposes of this opinion that the Certificate of Trust, Declaration, By-Laws and Resolutions will not have been amended, modified or withdrawn with respect to matters relating to the Securities and will be in full force and effect on the date of the issuance of such Securities.

This opinion is based entirely on our review of the documents listed above and such other documents as we have deemed necessary or appropriate for the purposes of this opinion and such investigation of law as we have deemed necessary or appropriate. We have made no other review or investigation of any kind whatsoever, and we have assumed, without independent inquiry, the accuracy of the information set forth in such documents.

As to any opinion below relating to the formation or existence of the Trust under the laws of the State of Delaware, our opinion relies entirely upon and is limited by the certificate of public officials referred to in (a) above.

This opinion is limited solely to the Delaware Statutory Trust Act to the extent that the same may apply to or govern the transactions referred to herein, and we express no opinion with respect to the laws of any other jurisdiction or to any other laws of the State of Delaware.  Further, we express no opinion as to any state or federal securities laws, including the securities laws of the State of Delaware. No opinion is given herein as to the choice of law that any tribunal may apply to such transactions. In addition, to the extent that the Declaration or the By-Laws refer to, incorporate or require compliance with the Investment Company Act of 1940, as amended (the “1940 Act”), or any other law or regulation applicable to the Trust, except for the internal substantive laws of the State of Delaware, as aforesaid, we have assumed compliance by the Trust with the 1940 Act and such other laws and regulations.

We understand that all of the foregoing assumptions and limitations are acceptable to you.

Based upon and subject to the foregoing, please be advised that it is our opinion that:

This opinion is given as of the date hereof and we assume no obligation to update this opinion to reflect any changes in law or any other facts or circumstances which may hereafter come to our attention. We hereby consent to the filing of this opinion as an exhibit to a post-effective amendment to the Registration Statement. In rendering this opinion and giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP