Exhibit (a)(3)
CLARION PARTNERS REAL ESTATE INCOME FUND INC.
ARTICLES OF AMENDMENT
Clarion Partners Real Estate Income Fund Inc., a Maryland corporation (the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Charter of the Corporation is hereby amended by deleting the first two sentences of Section 6.1 of Article VI and inserting in lieu thereof two new sentences to read as follows:
The Corporation has authority to issue seven hundred million (700,000,000) shares of common stock, $0.001 par value per share (Common Stock), of which one hundred million (100,000,000) shares are designated as Class S shares of Common Stock, one hundred million (100,000,000) shares are designated as Class T shares of Common Stock, one hundred million (100,000,000) shares are designated as Class D shares of Common Stock, and four hundred million (400,000,000) shares are designated as Class I shares of Common Stock. The aggregate par value of all authorized shares of stock having par value is $700,000.
SECOND: The foregoing amendment of the Charter was approved by a majority of the entire Board of Directors of the Corporation as required by law and was limited to a change expressly authorized to be made without any action by the stockholders of the Corporation by the Charter and Section 2-105(a)(13) of the Maryland General Corporation Law (the MGCL).
THIRD: Immediately prior to the foregoing amendment, the Corporation had authority to issue four hundred million (400,000,000) shares of common stock, $0.001 par value per share (Common Stock), of which one hundred million (100,000,000) shares were designated as Class S shares of Common Stock, one hundred million (100,000,000) shares were designated as Class T shares of Common Stock, one hundred million (100,000,000) shares were designated as Class D shares of Common Stock, and one hundred million (100,000,000) shares were designated as Class I shares of Common Stock. The aggregate par value of all authorized shares of all classes of stock having par value was $400,000.
FOURTH: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment is seven hundred million (700,000,000) shares of Common Stock, of which one hundred million (100,000,000) shares are designated as Class S shares of Common Stock, one hundred million (100,000,000) shares are designated as Class T shares of Common Stock, one hundred million (100,000,000) shares are designated as Class D shares of Common Stock, and four hundred million (400,000,000) shares are designated as Class I shares of Common Stock. The aggregate par value of all authorized shares of all classes of stock having par value is $700,000.
FIFTH: The information required by Section 2-607(b)(2)(i) of the MGCL is not changed by the foregoing amendment of the Charter.
SIXTH: These Articles of Amendment shall become effective immediately upon the acceptance for record by the State Department of Assessments and Taxation of Maryland.
SEVENTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of such officers knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its CEO, President and Director and attested to by its Secretary on this 23rd day of April, 2025.
ATTEST: | CLARION PARTNERS REAL ESTATE INCOME FUND INC. | |||||||
/s/ Marc A. De Oliveira |
By: | /s/ Jane Trust (SEAL) | ||||||
Name: | Marc A. De Oliveira | Name: | Jane Trust | |||||
Title: | Secretary | Title: | CEO, President and Director |