UNITED STATES OF AMERICA

BEFORE THE

SECURITIES AND EXCHANGE COMMISSION

INVESTMENT COMPANY ACT OF 1940

Release No. 35039 / October 24, 2023

In the Matter of

BASELINE CRE INCOME FUND

BASELINE PARTNERS, LLC

1819 E. Southern Avenue, Suite B10

Mesa, Arizona 85204

(812-15497)

ORDER UNDER SECTION 6(c) OF THE INVESTMENT COMPANY ACT OF 1940 

GRANTING AN EXEMPTION FROM SECTIONS 18(a)(2), 18(c) AND 18(i) OF THE ACT, 

UNDER SECTIONS 6(c) AND 23(c) OF THE ACT GRANTING AN EXEMPTION FROM 

RULE 23c-3 OF THE ACT, AND PURSUANT TO SECTION 17(d) AND RULE 17d-1 

UNDER THE ACT

Baseline CRE Income Fund and Baseline Partners, LLC filed an application on August 17, 2023 

and amended on September 5, 2023, requesting an order under section 6(c) of the Investment 

Company Act of 1940 (“Act”) granting an exemption from sections 18(a)(2), 18(c) and 18(i) of 

the Act; under sections 6(c) and 23(c) of the Act granting an exemption from rule 23c-3 under 

the Act; and pursuant to section 17(d) of the Act and rule 17d-1 under the Act. The order permits 

certain registered closed-end management investment companies to issue multiple classes of 

shares and to impose asset-based distribution and/or service fees, and early withdrawal charges.

On September 28, 2023, a notice of the filing of the application was issued (Investment 

Company Act Release No. 35026). The notice gave interested persons an opportunity to request 

a hearing and stated that an order disposing of the application would be issued unless a hearing 

was ordered. No request for a hearing has been filed, and the Commission has not ordered a 

hearing.

The matter has been considered and it is found, on the basis of the information set forth in the 

application, as amended, that granting the requested exemption is appropriate in the public 

interest and consistent with the protection of investors and the purposes fairly intended by the 

policy and provisions of the Act. 

It is further found that proposed repurchases will be made in a manner which does not unfairly 

discriminate against any holders of the class or classes of securities to be purchased.
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It is further found that the investment company’s proposed institution of asset-based distribution 

and/or service fees is consistent with the provisions, policies, and purposes of the Act, and will 

not be on a basis different from or less advantageous than that of other participants.

Accordingly, in the matter of Baseline CRE Income Fund and Baseline Partners, LLC (File No. 

812-15497),

IT IS ORDERED, under section 6(c) of the Act, that the requested exemption from sections 

18(a)(2), 18(c) and 18(i) of the Act is granted, effective immediately, subject to the

condition contained in the application, as amended.

IT IS ALSO ORDERED, under sections 6(c) and 23(c)(3) of the Act, that the requested 

exemption from rule 23c-3 of the Act is granted, effective immediately, subject to the

condition contained in the application, as amended.

IT IS ALSO ORDERED, under section 17(d) and rule 17d-1, that the investment company’s 

institution of asset-based distribution and/or service fees is approved, effective immediately, 

subject to the condition contained in the application, as amended.

For the Commission, by the Division of Investment Management, under delegated authority.

Sherry R. Haywood,

Assistant Secretary.