N-23C3A 1 fp0026456_n23c3a.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-23c-3
Notification of Repurchase Offer
Pursuant to Rule 23c-3 [17 CFR 270.23c-3]

1. Investment Company Act File Number: 811-22933

Date of Notification: June 29, 2017

2. Exact name of Investment Company as specified in registration statement:

Griffin Institutional Access Real Estate Fund

3. Address of principal executive office: (number, street, city, state, zip code)

Griffin Capital Plaza
1520 E. Grand Avenue
El Segundo, CA 90245

4. Check one of the following:

A.
[X] The notification pertains to a periodic repurchase offer under paragraph (b) of Rule 23c-3.

B.
[   ] The notification pertains to a discretionary repurchase offer under paragraph (c) of Rule 23c-3.

C.
[   ] The notification pertains to a periodic repurchase offer under paragraph (b) of Rule 23c-3 and a discretionary repurchase offer under paragraph (c) of Rule 23c-3.

By:
/s/ Randy Anderson
 
 
Randy Anderson
 
 
Secretary
 

 
INCEPTION THROUGH 5/31/17*
 
PERFORMANCE1
 
CUMULATIVE
23.07%
ANNUALIZED
7.38%

POSITIVE RETURNS1
11 out of 11 quarters

SHARPE RATIO
3.381
 
The Fund Sharpe Ratio (a measure of risk-adjusted returns) was 3.38 more than three times the Sharpe Ratio for the S&P 500 over the same time period.
  
STANDARD 
DEVIATION
2.111
ALPHA
6.171
BETA
0.081
 
PRIVATE FUND DIVERSIFICATION5
 
APPROXIMATELY
$145B
GROSS ASSET VALUE
 
2,219
INVESTMENTS DIVERSIFIED BY SECTOR, GEOGRAPHY, AND MANAGER
 
*
Fund inception date is 6/30/14.
June 23, 2017

Dear Fellow Shareholders:

We are pleased to present the Griffin Institutional Access™ Real Estate Fund (the "Fund") Summer 2017 shareholder update. As we quickly approach the third anniversary of the Fund, we are extremely pleased with our performance to date. From inception through May 31, 2017, the Fund has generated a(n):

 Total cumulative return of 23.07% and 7.38% annualized1

 Sharpe Ratio of 3.381 (outperforming Bloomberg Barclays U.S. Aggregate Bond Index and S&P 500)
 
 Standard deviation less than that of the Bloomberg Barclays U.S. Aggregate Bond Index
 
 Alpha of 6.171,2
 
 Beta of 0.081,2
 
Randy I. Anderson, Ph.D., CRE Portfolio Manager
Griffin Institutional
Access Real Estate Fund
 
We delivered these returns amidst a macro economic backdrop that included terrorist attacks,"Brexit,"3 interest rate increases by the U.S. Federal Reserve, and the change of presidential administrations. Moving forward, the only certainty within the financial markets will be more uncertainty. As the markets continue to evolve, we will remain diligently focused on monitoring developments in fiscal policy reform and geo-political events, which may provide opportunities to mitigate risk and drive returns.

REAL ESTATE MARKET FUNDAMENTALS REMAIN HEALTHY with rental rates and occupancies across all sectors near cyclical highs. Private real estate net operating income (NOI) growth, a measure of the health of the overall real estate market, came in at 5.73%4 for the trailing four quarters ending March 31, 2017. This result is significantly higher than the 10-year average NOI growth of 3.34%.4 Further, the trailing four quarter occupancy across all sectors was 93.14%4, well above its 10-year average of 90.67%.4 This growth has been supported by below trend supply growth due to stringent lending requirements for development financing. We believe core real estate located within primary markets is positioned to deliver strong risk- adjusted returns to our investors.

The Fund's private securities have continued to be a strong contributor to overall performance. Since inception we have grown from seven high quality underlying fund managers to 18. As of April 3, 2017, our 18 private real estate funds represented approximately $145 billion in gross asset value with 2,219 investments diversified by sector, geography and managers.5
 
1
Source: Morningstar Direct. Performance reflects the reinvestment of dividends or other distributions. A glossary of terms can be found on page 5.
2
Benchmark S&P 500.
3
The United Kingdom's decision to leave the European Union is commonly referred to as "Brexit."
4
Source: NPI Trends Report, 3/31/17.
5
Source: Aon Hewitt Investment Consulting. Fund size based on Gross Asset Value (GAV). Fund Holdings as of 4/3/17.
Past performance is no guarantee of future results. All metrics are based on load waived Class A shares. The Fund offers five share classes: GIREX- Class A, GCREX - Class C, GRIFX - Class I, GLREX - Class L, and GMREX- Class M. For more information on the differences in share classes, refer to the applicable prospectus, which can be found at: https://www.griffincapital.com/griffin-institutional-access-real-estate-fund/forms-and-literature.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1

GRIFFIN INSTITUTIONAL ACCESS REAL ESTATE FUND

INVESTOR UPDATE | SUMMER 2017
 
FUND PERFORMANCE SINCE INCEPTION (7/1/2014 TO 5/31/2017)
Growth of a $10,000 Investment
 



Performance Metrics
Cumulative 
Return
Annualized 
Return
Std Dev
Sharpe 
Ratio
Alpha
Beta
Griffin Institutional Access Real Estate Fund
23.07
7.38
2.11
3.38
6.17
0.08
Bloomberg Barclays U.S. Aggregate Bond Index
7.74
2.59
2.94
0.80
2.55
-0.02
S&P 500
30.89
9.67
10.50
0.90
0.00
1.00
 

Risk & Return

 
Source: Morningstar Direct. Performance reflects the reinvestment of dividends or other distributions. A glossary of terms can be found on page 5.

Past performance is no guarantee of future results. All metrics are based on load waived Class A shares. The Fund offers five share classes: GIREX - Class A, GCREX - Class C, GRIFX - Class I, GLREX - Class L, and GMREX- Class M. For more information on the differences in share classes, refer to the applicable prospectus, which can be found at: https://www.griffiincapital.com/griffin-institutional-access-real-estate-fund/forms-and-literature.
2

GRIFFIN INSTITUTIONAL ACCESS REAL ESTATE FUND

INVESTOR UPDATE | SUMMER 2017
 
THE FUND SHIFTED ITS ALLOCATION TO SEEK TO BENEFIT FROM OPPORTUNITIES IN E-COMMERCE.
 
 
(Investor Update continued)

Over the past year, we strategically shifted our allocation to express our thematic views of real estate sectors and markets. In order to capitalize on the growth of e-commerce and the continued demand for 'last mile' distribution centers, we increased our exposure to industrial assets from 16.37% to 18.92% over the past 12 months. Further, we decreased our multifamily exposure in markets where we believe increased supply may slow growth. Retail real estate has garnered the lion's share of recent real estate headlines, as traditional brick and mortar retailers struggle to compete with Amazon and others offering substitute products at competitive prices. The growing adoption of e-commerce should come as no surprise to market participants. Our underweight to this sector and focus on retail assets that offer visitors a unique experience in irreplaceable locations, such as the Magnificent Mile in Chicago and Fifth Avenue in New York, has served our investors well.

Since inception, we remained overweight private securities relative our long-term target allocation to help mitigate portfolio volatility. From September 30, 2016 to March 31, 2017 the FTSE NAREIT All Equity REIT index produced a return of -0.81%. The decline was due largely to capital rotation out of yield sensitive-securities, such as real estate investment trusts (REITs) and utilities, in favor of more cyclical asset types in response to higher expectations of overall economic growth. This capital rotation has little to do with underlying real estate fundamentalswhich we believe remained strongand more to do with forward growth assumptions based on the new Presidential administration's proposed fiscal policy. Although it is too soon to determine whether this growth will materialize, we believe real estate is well positioned at this point in the cycle. If we assume the "high growth" scenario, we should see modest inflation and an overall continued strengthening of underlying tenant fundamentals. Real estate generally performs well during inflationary periods as rental rates reset to meet market growth. Historically, private real estate has only produced negative returns during periods of economic recession. If the proposed pro-business agenda is successfully implemented, we believe the odds of a late cycle recession are greatly reduced and we will likely continue to see positive returns for real estate. Conversely, should the economy observe a more tepid growth profile, we believe that real estate is well situated to capture capital flows within a low-yield environment as spreads and valuations will look attractive relative most other sectors.

Despite macro-economic and geo-political uncertainties, we continue to see opportunities within institutional real estate that have the potential to deliver favorable risk-adjusted returns that align with the Fund's stated objectives.

On behalf of the entire Griffin Capital team, we thank you for your continued confidence in the Fund.

Sincerely,
 

 
Randy I. Anderson, Ph.D., CRE
Portfolio Manager
Griffin Institutional Access Real Estate Fund

Griffin Institutional Access Real Estate Fund does not own the properties listed. The properties listed are a representative sample of properties owned by the underlying private investment funds in which Griffin Institutional Access Real Estate Fund is invested. Holdings are subject to change without notice.
 
 
3

 
 
 
Page Intentionally Blank
 
 
 

GRIFFIN INSTITUTIONAL ACCESS REAL ESTATE FUND

INVESTOR UPDATE | SUMMER 2017
 
GLOSSARY
 
Alpha: A measure of risk-adjusted return implying how much a fund/manager outperformed its benchmark, given its risk profile.

Annualized Return: The annualized return is the geometric mean of the returns with respect to one year. Annualized implies compounded returns for some periods greater than one year.

Beta: A measure of systematic risk (volatility), or the sensitivity of a fund to movements in a benchmark. A beta of 1 implies that you can expect the movement of a fund's return series to match that of the benchmark used to measure beta. A value of less than 1 implies that the fund is less volatile than the index.

Bloomberg Barclays U.S. Aggregate Bond Index: Measures the performance of the U.S. investment grade bond market.

Correlation: A statistical measure of how two securities move in relation to each other. A correlation ranges from -1 to 1. A positive correlation of 1 implies that as one security moves, either up or down, the other security will move in lockstep, in the same direction. A negative correlation of -1 indicates that the securities have moved in the opposite direction. If the correlation is 0, the movements of the securities are said to have no correlation; they are completely random.

Cumulative Return: The aggregate amount that an investment has gained or lost over time, independent of the period of time involved.

FTSE NAREIT U.S. All Equity REIT Index: Contains all tax-qualified real estate investment trusts (REITs) with more than 50 percent of total assets in qualifying real estate assets other than mortgages secured by real property that also meet minimum size and liquidity criteria.

NCREIF Property Index (NPI): A quarterly, unleveraged composite total return for private commercial real estate properties held for investment purposes only. All properties in the NPI have been acquired, at least in part, on behalf of tax-exempt institutional investors and held in a fiduciary environment.

S&P 500: An index based on market cap of the 500 largest companies having stock listed on the New York Stock Exchange (NYSE) or NASDAQ.

Sharpe Ratio: Measures risk-adjusted returns by calculating the excess return (above the risk free rate) per unit of risk (standard deviation). The higher the ratio, the better the risk-adjusted returns. The average 3 month U.S. Treasury Tbill auction was used as the risk free rate in this material.

Standard Deviation: Measures the average deviations of a return series from its mean, and is often used as a measure of volatility/risk. A large standard deviation implies that there have been large swings in the return series of the manager.
5

GRIFFIN INSTITUTIONAL ACCESS REAL ESTATE FUND

INVESTOR UPDATE | SUMMER 2017
 
DISCLOSURES
 
All Morningstar calculations and metrics are based on monthly data. CALCULATIONS AND METRICS REFLECT A LOAD WAIVED, CLASS A SHARE (GRIFFIN INSTITUTIONAL ACCESS REAL ESTATE). Investors of the load waived class A share do not pay a front-end sales load.

You cannot invest directly in an index. Index performance does not represent actual Fund or portfolio performance. A fund or portfolio may differ significantly from the securities included in the index. Index performance assumes reinvestment of dividends but does not reflect any management fees, transaction costs or other expenses that would be incurred by a fund or portfolio, or brokerage commissions on transactions in fund shares. Such fees, expenses, and commissions could reduce returns.

Private real estate funds, like the other securities in which the Fund may invest, are subject to specific risks, depending on the nature of the vehicle and also may employ leverage such that their returns are more than one times that of their benchmark which will amplify losses suffered by the Fund when compared to unleveraged investments.

The Fund's investments may be negatively affected by the broad investment environment and capital markets in which the Fund invests, including the real estate market, the debt market and/or the equity securities market. The value of the Fund's investments will increase or decrease based on changes in the prices of the investments it holds. This will cause the value of the Fund's shares to increase or decrease. The Fund is "nondiversified" under the Investment Company Act of 1940 since changes in the financial condition or market value of a single issuer may cause a greater fluctuation in the Fund's net asset value than in a "diversified" fund. The Fund is not intended to be a complete investment program.

Investors in the Fund should understand that the net asset value ("NAV") of the Fund will fluctuate, which may result in a loss of the principal amount invested. The Fund is a closed-end interval fund that provides liquidity to shareholders through a quarterly repurchase offer. The Repurchase Offer Amount will be no less than 5% and no more than 25% of the total number of shares outstanding on the Repurchase Request Deadline. There is no guarantee that shareholders will be able to sell all of the shares they desire in a quarterly repurchase offer. Quarterly repurchases by the Fund of its shares typically will be funded from available cash or sales of portfolio securities. The sale of securities could reduce the market price of those securities, which in turn would reduce the Fund's net asset value. Currently, no secondary market exists for the Fund's shares, and the Fund expects that no secondary market will develop.

The Fund's investment in Private Investment Funds will require it to bear a pro rata share of the vehicles' expenses, including management and performance fees. Also, once an investment is made in a Private Investment Fund, neither the Advisor nor any Sub-Advisor will be able to exercise control over investment decisions made by the Private Investment Fund. The Fund will not invest in real estate directly, but, because the Fund will concentrate its investments in securities of REITs and other real estate industry issuers, its portfolio will be significantly impacted by the performance of the real estate market and may experience more volatility and be exposed to greater risk than a more diversified portfolio. The value of companies engaged in the real estate industry is affected by: (i) changes in general economic and market conditions; (ii) changes in the value of real estate properties; (iii) risks related to local economic conditions, overbuilding and increased competition; (iv) increases in property taxes and operating expenses; (v) changes in zoning laws; (vi) casualty and condemnation losses; (vii) variations in rental income, neighborhood values or the appeal of property to tenants; (viii) the availability of financing and (ix) changes in interest rates and leverage.

6

GRIFFIN INSTITUTIONAL ACCESS REAL ESTATE FUND

INVESTOR UPDATE | SUMMER 2017
 
DISCLOSURES
 
By investing in the Fund, a shareholder will not be deemed to be an investor in any underlying fund and will not have the ability to exercise any rights attributable to an investor in any such underlying fund related to their investment.

As of 5/31/17 the Fund has returned 7.38% (annualized) since inception. The Fund distribution rate is the amount, expressed as a percentage, a Fund investor would receive in distributions if the most recent Fund distribution stayed consistent going forward. It is calculated by annualizing the most recent Fund distribution yield. The percentage represents a single distribution from the Fund and does not represent the total returns of the Fund. The Fund's inception date was 6/30/2014. The total gross expense ratio is 2.42% for Class A, 3.17% for Class C, 2.17% for Class I, 2.67% for Class L, and 2.92% for Class M. Performance data quoted represents past performance. Past performance is no guarantee of future results and investment returns and principal value of the Fund will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than performance data quoted. The maximum sales charge is 5.75% for Class A shares and 4.25% for Class L shares. Class C shareholders may be subject to a contingent deferred sales charge equal to 1.00% of the original purchase price of Class C shares redeemed during the first 365 days after their purchase. The Fund has contractually agreed to waive its fees to the extent that they exceed 1.91% for Class A, 2.66% for Class C, 1.66% for Class I , and 2.41% for Class M until February 1, 2018. The Fund has contractually agreed to waive its fees to the extent that they exceed 2.16% for Class L until May 31, 2018. Without the waiver the expenses would have been higher. The Fund's return does not reflect the deduction of all fees and if the Fund return reflected the deduction of such fees, the performance would be lower.

Visit www.griffincapital.com for current performance.

The views and information discussed in this commentary are as of the date of publication, are subject to change, and may not reflect the writer's current views. The views expressed represent an assessment of market conditions at a specific point in time, are opinions only and should not be relied upon as investment advice regarding a particular investment or markets in general. Such information does not constitute a recommendation to buy or sell specific securities or investment vehicles. It should not be assumed that any investment will be profitable or will equal the performance of the fund(s) or any securities or any sectors mentioned herein. The subject matter contained herein has been derived from several sources believed to be reliable and accurate at the time of compilation. Griffin Capital Securities, LLC does not accept any liability for losses either direct or consequential caused by the use of this information.

Griffin Institutional Access Real Estate Fund does not own the properties listed. The properties listed are a representative sample of properties owned by the underlying private investment funds in which Griffin Institutional Access Real Estate Fund is invested. Holdings are subject to change without notice.

Distribution Policy Risk: The Fund's distribution policy is to make quarterly distributions to shareholders. All or a portion of a distribution may consist solely of a return of capital (i.e. from your original investment) and not a return of net profit. Shareholders should not assume that the source of a distribution from the Fund is net profit. Shareholders should note that return of capital will reduce the tax basis of their shares and potentially increase the taxable gain, if any, upon disposition of their shares. Sources of distributions to shareholders for tax reporting purposes will depend upon the Fund's investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. Pursuant to Section 852 of the Internal Revenue Code, the taxability of distributions will be reported on Form 1099-DIV.

The Fund distribution rate is the amount, expressed as a percentage, a Fund investor would receive in distributions if the most recent Fund distribution stayed consistent going forward. It is calculated by annualizing the most recent Fund distribution yield. The percentage represents a single distribution from the Fund and does not represent the total return of the Fund.
7

 
 
 
 

GRIFFIN INSTITUTIONAL ACCESS REAL ESTATE FUND
 
NOTICE OF QUARTERLY REPURCHASE OFFER
 
**IF YOU DO NOT WISH TO SELL YOUR SHARES AT THIS TIME, PLEASE DISREGARD THIS NOTICE**
 
June 29, 2017

Dear Griffin Institutional Access Real Estate Fund Shareholder,

Thank you for your investment. The purpose of this Notice is to announce the quarterly repurchase offer for the Griffin Institutional Access Real Estate Fund (the “Fund”). Quarterly repurchase offers provide shareholders with access to their assets and a degree of liquidity. You will receive a notice similar to this once per quarter. The Fund will offer to repurchase shares only during each regularly scheduled quarterly repurchase offer period.

The repurchase offer period will begin on June 29, 2017 and end on August 3, 2017. If you own shares through a Broker/Dealer or Adviser, please contact your financial professional.

Class C shareholders who tender for repurchase of such shareholder’s Class C shares that have been held less than 365 days after purchase, as of the time of repurchase, will be subject to a contingent deferred sales charge of 1.00% of the original purchase price which is payable to the Fund's distributor out of the repurchase proceeds. Shares acquired through the Fund’s Automatic Investment Program, reinvestment of dividends or capital gain distributions are not subject to a contingent deferred sales charge.

If you wish to redeem shares, your financial professional will provide you with specific instructions. If you are unable to contact your financial professional and wish to tender shares you can alternatively complete the attached Repurchase Request Form.

All Repurchase Requests must be completed in proper form and received by the Fund’s Transfer Agent by 4:00 p.m., Eastern Time, on Thursday, August 3, 2017, to be effective.

For details of the offer, please refer to the attached Repurchase Offer document or you may call us at 1-888-926-2688.

Sincerely,

Griffin Institutional Access Real Estate Fund

The Repurchase Request Deadline will be strictly observed. If you fail to submit your repurchase request in proper form to the Transfer Agent prior to the Repurchase Request Deadline, the Fund will not repurchase your shares or a portion thereof until a subsequent quarterly repurchase offer, at which time you must submit a new repurchase request for that offer. Shares would be subject to NAV fluctuation during that time.

 
GRIFFIN INSTITUTIONAL ACCESS REAL ESTATE FUND
REPURCHASE OFFER

1. The Offer. Griffin Institutional Access Real Estate Fund (the “Fund”) is offering to repurchase, for cash, up to five percent (5%) of its issued and outstanding shares (Class A, Class C, Class I, Class L and Class M shares) at a price equal to the net asset value (“NAV”) as of the close of regular business hours on the New York Stock Exchange on the Repurchase Pricing Date (defined below).  The purpose of this offer is to provide a level of liquidity to shareholders since no secondary market exists for these shares. This offer is not conditioned on the tender of any minimum number of shares. This offer is made subject to the terms and conditions made in this Repurchase Offer and the Fund's currently effective prospectus and statement of additional information.

2. Net Asset Value. The Fund’s NAV on June 22, 2017, of the Class A shares (GIREX) was $26.93 per share, of the Class C shares (GCREX) was $26.57 per share, of the Class I shares (GRIFX) was $27.06 per share, of the Class L shares (GLREX) was $26.93 per share and of the Class M shares (GMREX) was $26.85 per share. The NAV at which the Fund will repurchase shares will not be calculated until the Repurchase Pricing Date (defined below). The Fund’s NAV can fluctuate. Therefore, the NAV on the Repurchase Pricing Date may be higher or lower than the NAV stated above or the date on which you return your Repurchase Request Form. The current NAV may be obtained by calling 1-888-926-2688 and asking for the most recent price or by visiting http://www.griffincapital.com. The shares of the Fund are not traded on any organized market or securities exchange.

3. Repurchase Request Deadline. All Repurchase Requests must be received in proper form by 4:00 p.m., Eastern Time, on August 3, 2017.

4. Repurchase Pricing Date. The NAV used to calculate the repurchase price will be determined on August 3, 2017. (the “Repurchase Pricing Date”). This may be higher or lower than the NAV on the date on which you return your Repurchase Request Form.

5. Payment for Shares Repurchased. The Fund expects to make payments for all shares repurchased the day following the Repurchase Pricing Date. In any event, the Fund will pay repurchase proceeds within seven (7) calendar days from the Repurchase Pricing Date. The Fund will not charge a repurchase fee.

6. Increase in Number of Shares Repurchased. If shareholders tender for repurchase more than five percent (5%) of the Fund’s outstanding shares (“Repurchase Offer Amount”), the Fund may, but is not required to, repurchase an additional amount of shares not to exceed two percent (2%) of the outstanding shares of the Fund on the Repurchase Request Deadline. If the Fund determines not to repurchase more than the Repurchase Offer Amount, or if shareholders tender shares in an amount exceeding the Repurchase Offer Amount plus 2% of the outstanding shares on the Repurchase Request Deadline, the Fund will repurchase the shares on a pro rata basis. However, the Fund may accept all shares tendered for repurchase by shareholders who own less than one hundred (100) shares and who tender all of their shares, before prorating other amounts tendered. In addition, the Fund will accept the total number of shares tendered in connection with required minimum distributions from an IRA or other qualified retirement plan. It is your obligation to both notify and provide the Fund supporting documentation of a required minimum distribution from an IRA or other qualified retirement plan.


7. Withdrawal or Modification. Tenders of shares may be withdrawn or modified at any time prior to 4:00 p.m., Eastern Time, on August 3, 2017.

8. Suspension or Postponement of Repurchase Offer. The Fund may suspend or postpone this Repurchase Offer only by a vote of a majority of the members of the Board, including a majority of the independent Trustees, and only in the following limited circumstances:

If the repurchase of shares would cause the Fund to lose its status as a regulated investment company under Subchapter M of the Internal Revenue Code;

For any period during which the New York Stock Exchange or any other market in which the securities owned by the Fund are principally traded is closed, other than customary weekend and holiday closings, or during which such trading is restricted;
 
For any period during which an emergency exists as a result of which it is not reasonably practicable for the Fund to dispose of securities it owns or to determine the Fund's NAV of each of the Fund’s Class A, Class C, Class I, Class L and Class M shares; and
 
For any other periods that the U.S. Securities and Exchange Commission may permit by order for the protection of shareholders.

9. Tax Consequences. You should review the tax information in the Fund's prospectus and statement of additional information and consult with your tax adviser regarding any specific consequences, including potential state and local tax consequences, of participating in the repurchase. Generally, any tender of shares to the Fund would be treated as a taxable event and any gain or loss would be treated as a capital gain or loss, either short or long term, depending on the length of time the shares have been held by you.

10.          Contingent Deferred Sales Charges Class C shares. Class A, Class I, Class L and Class M shareholders are not subject to a contingent deferred sales charge. Class C shareholders who tender for repurchase of such shareholder’s Class C shares that have been held less than 365 days after purchase, as of the time of repurchase, will be subject to a contingent deferred sales charge of 1.00% of the original purchase price which is payable to the Fund's distributor out of the repurchase proceeds. The Fund or its designee may waive the imposition of the contingent deferred sales charge in the following shareholder situations: (1) shareholder death or (2) shareholder disability. Any such waiver does not imply that the contingent deferred sales charge will be waived at any time in the future or that such contingent deferred sales charge will be waived for any other shareholder. Shares acquired through the Fund’s Automatic Investment Program, reinvestment of dividends or capital gain distributions are not subject to a contingent deferred sales charge.

11.          No Redemption Fee. No redemption fees will apply if you sell your shares pursuant to the Fund’s quarterly repurchase program. As stated above, a contingent deferred sales charge may apply to Class C shares tendered for repurchase.


12.          Documents in Proper Form. All questions as to validity, form, eligibility (including time and receipt) and acceptance of tenders of shares will be determined by the Fund in its sole discretion. The determination by the Fund shall be final and binding. The Fund reserves the absolute right to reject any or all tenders of shares (even if such tenders are determined to be in good and proper form) and to refuse to accept for payment, purchase, or to pay for any shares if, in the opinion of Fund's counsel, accepting, purchasing or paying for such shares would be unlawful. The Fund also reserves the absolute right to waive any of the conditions of this offer or any defect in any tender of shares, whether generally or with respect to any particular shares or shareholders. The Fund's interpretations of the terms and conditions of this offer shall be final and binding. Unless waived, any defects or irregularities in connection with tenders of shares must be corrected within such times as the Fund shall, in its absolute discretion, decide. Tenders of shares will not be deemed to have been made until any defects or irregularities have been corrected or waived.
 
None of the Fund, the Investment Adviser, the Sub-Advisers, the Transfer Agent, the Fund's Distributor nor any other person or entity is or will be obligated to give notice of any defects or irregularities in tenders, nor shall any of them incur any liability for failure to give any such notice.

None of the Fund, the Investment Adviser, the Sub-Advisers nor the Fund's Distributor is or will be obligated to insure that your financial consultant, or any broker-dealer or any other third party through which your shares may be held or registered, submits to you this Repurchase Offer or submits your tender of shares to the Fund on your behalf.

Neither the Fund nor its Board of Trustees makes any recommendation to any shareholder as to whether to tender or refrain from tendering shares. Each shareholder must make an independent decision as to whether or not to tender shares and, if so, how many shares to tender.

No person has been authorized to make any recommendation on behalf of the Fund as to whether shareholders should tender shares pursuant to this offer. No person has been authorized to give any information or to make any representations in connection with this offer other than those contained herein or contained in the Fund's currently effective prospectus or statement of additional information. If given or made, such recommendation and such information and representation may not be relied upon as having been authorized by the Fund.
 
For additional information about this Repurchase Offer, contact your financial consultant.

 
REPURCHASE REQUEST FORM
MUST BE RECEIVED BY 4:00 P.M., EASTERN TIME, THURSDAY,
AUGUST 3, 2017

Regular Mail:
Griffin Institutional Access Real Estate Fund
c/o DST Systems, Inc.
PO Box 219133
Kansas City, MO 64121-9133
Overnight Mail:
Griffin Institutional Access Real Estate Fund
c/o DST Systems, Inc.
430 W 7th Street
Kansas City, MO 64105-1407
 
Please accept this tender of shares as designated below for repurchase at a price equal to their net asset value on the Repurchase Pricing Date.
 
I understand that this quarterly repurchase offer is limited to five percent (5%) of the outstanding shares of the Griffin Institutional Access Real Estate Fund (the “Fund”) and, that, if the offer is oversubscribed, the Fund may not purchase the full amount of the shares that I am requesting, in which case the Fund will repurchase shares on a pro rata basis.

For Class C Shareholders Only: I understand that tendering Class C Shares that have been held less than 365 days after purchase, as of the time of repurchase, will be subject to a contingent deferred sales charge of 1.00% of the original purchase price which is payable to the Fund's distributor out of the repurchase proceeds. Shares acquired through the Fund’s Automatic Investment Program, reinvestment of dividends or capital gain distributions are not subject to a contingent deferred sales charge.
Name(s) of Registered Shareholders:
 
      
Account Number:
 
            
Daytime Telephone Number:
 
 
Shares Tendered (check only ONE option and fill in number or dollar amount as appropriate):
 
Class of Shares to be tendered:
Class A Shares (GIREX): _____ Class C Shares (GCREX): _____ Class I Shares (GRIFX): _____
Class L Shares (GLREX): _____ Class M Shares (GMREX): _____
(if tendering more than one share class, please submit a separate form for each share class)
 
_____
Full Tender:
Please tender all shares in my account.
 
_____
 
Partial Tender:
 
Please tender _____ shares from my account.
_____
 
Dollar Amount:
 
Please tender enough shares to net $________.
 

PLEASE NOTE:
 
 1.
A TENDER REQUEST THAT DOES NOT SPECIFY A FULL TENDER, A NUMBER OF SHARES TENDERED OR A DOLLAR AMOUNT TENDERED WILL BE REJECTED.
 2.
Alterations to this form are prohibited and the request will be rejected.
 3.
To prevent backup withholding please ensure that a completed and signed application form or a Form W-9 (or Form W-8 for Non-U.S. shareholders) has been previously submitted.

Payment and Delivery Instructions:
 
Unless alternative instructions are given below, the check will be issued to the name(s) of the registered shareholder(s) and mailed to the address of record.
Alternative mailing instructions:
 
 
 
 
 
 
 
 
 
 
Signature Guarantee:
 
ALL signatures MUST be guaranteed by an employee of a member firm of a regional or national securities exchange or of the Financial Industry Regulatory Authority, Inc., by an employee of a commercial bank or trust company having an office, branch or agency in the United States or any other "eligible guarantor institution" as that term is defined in Rule 17Ad-15(a)(2) of the Securities Exchange Act of 1934, as amended.

Signature Guaranteed By:
 
 
 
 
 
 
Medallion Signature Guarantee may be required if (i) repurchase offers are greater than or equal to $100,000; (ii) proceeds of the repurchase are to be made payable via check to someone other than the registered account’s owner(s); or (iii) proceeds are to be made payable as the account is registered but mailed to an address other than the address of record on the account. Please contact the Fund at 1-888-926-2688 to determine if a Medallion Signature Guarantee is necessary for your repurchase.
 
Account Owner Signature:
   
     
Date:
   
     
Joint Account Owner
   
Signature (if applicable):
   
     
Date:
   
 

 
 
INCEPTION THROUGH 5/31/17*
 
PERFORMANCE1
 
CUMULATIVE
23.07%
ANNUALIZED
7.38%

POSITIVE RETURNS1
11 out of 11 quarters

SHARPE RATIO
3.381
 
The Fund Sharpe Ratio (a measure of risk-adjusted returns) was 3.38 more than four times the Sharpe Ratio for the S&P 500 over the same time period.
  
STANDARD 
DEVIATION
2.111
ALPHA
6.171
BETA
0.081
 
PRIVATE FUND DIVERSIFICATION5
 
APPROXIMATELY
$145B
GROSS ASSET VALUE
 
2,219
INVESTMENTS DIVERSIFIED BY SECTOR, GEOGRAPHY, AND MANAGER
 
*
Fund inception date is 6/30/14.
June 23, 2017

Dear Fellow Shareholders:

We are pleased to present the Griffin Institutional Access™ Real Estate Fund (the "Fund") Summer 2017 shareholder update. As we quickly approach the third anniversary of the Fund, we are extremely pleased with our performance to date. From inception through May 31, 2017, the Fund has generated a(n):

 Total cumulative return of 23.07% and 7.38% annualized1

 Sharpe Ratio of 3.381 (outperforming Bloomberg Barclays U.S. Aggregate Bond Index and S&P 500)
 
 Standard deviation less than that of the Bloomberg Barclays U.S. Aggregate Bond Index
 
 Alpha of 6.171,2
 
 Beta of 0.081,2
 
Randy I. Anderson, Ph.D., CRE Portfolio Manager
Griffin Institutional
Access Real Estate Fund
 
We delivered these returns amidst a macro economic backdrop that included terrorist attacks,"Brexit,"3 interest rate increases by the U.S. Federal Reserve, and the change of presidential administrations. Moving forward, the only certainty within the financial markets will be more uncertainty. As the markets continue to evolve, we will remain diligently focused on monitoring developments in fiscal policy reform and geo-political events, which may provide opportunities to mitigate risk and drive returns.

REAL ESTATE MARKET FUNDAMENTALS REMAIN HEALTHY with rental rates and occupancies across all sectors near cyclical highs. Private real estate net operating income (NOI) growth, a measure of the health of the overall real estate market, came in at 5.73%4 for the trailing four quarters ending March 31, 2017. This result is significantly higher than the 10-year average NOI growth of 3.34%.4 Further, the trailing four quarter occupancy across all sectors was 93.14%4, well above its 10-year average of 90.67%.4 This growth has been supported by below trend supply growth due to stringent lending requirements for development financing. We believe core real estate located within primary markets is positioned to deliver strong risk- adjusted returns to our investors.

The Fund's private securities have continued to be a strong contributor to overall performance. Since inception we have grown from seven high quality underlying fund managers to 18. As of April 3, 2017, our 18 private real estate funds represented approximately $145 billion in gross asset value with 2,219 investments diversified by sector, geography and managers.5
 
1
Source: Morningstar Direct. Performance reflects the reinvestment of dividends or other distributions. A glossary of terms can be found on page 5.
2
Benchmark S&P 500.
3
The United Kingdom's decision to leave the European Union is commonly referred to as "Brexit."
4
Source: NPI Trends Report, 3/31/17.
5
Source: Aon Hewitt Investment Consulting. Fund size based on Gross Asset Value (GAV). Fund Holdings as of 4/3/17.
Past performance is no guarantee of future results. All metrics are based on load waived Class A shares. The Fund offers five share classes: GIREX- Class A, GCREX - Class C, GRIFX - Class I, GLREX - Class L, and GMREX- Class M. For more information on the differences in share classes, refer to the applicable prospectus, which can be found at: https://www.griffincapital.com/griffin-institutional-access-real-estate-fund/forms-and-literature.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1

GRIFFIN INSTITUTIONAL ACCESS REAL ESTATE FUND

INVESTOR UPDATE | SUMMER 2017
 
FUND PERFORMANCE SINCE INCEPTION (7/1/2014 TO 5/31/2017)
Growth of a $10,000 Investment
 



Performance Metrics
Cumulative 
Return
Annualized 
Return
Std Dev
Sharpe 
Ratio
Alpha
Beta
Griffin Institutional Access Real Estate Fund
23.07
7.38
2.11
3.38
6.17
0.08
Bloomberg Barclays U.S. Aggregate Bond Index
7.74
2.59
2.94
0.80
2.55
-0.02
S&P 500
30.89
9.67
10.50
0.90
0.00
1.00
 

Risk & Return


Source: Morningstar Direct. Performance reflects the reinvestment of dividends or other distributions. A glossary of terms can be found on page 5.

Past performance is no guarantee of future results. All metrics are based on load waived Class A shares. The Fund offers five share classes: GIREX - Class A, GCREX - Class C, GRIFX - Class I, GLREX - Class L, and GMREX- Class M. For more information on the differences in share classes, refer to the applicable prospectus, which can be found at: https://www.griffiincapital.com/griffin-institutional-access-real-estate-fund/forms-and-literature.
2

GRIFFIN INSTITUTIONAL ACCESS REAL ESTATE FUND

INVESTOR UPDATE | SUMMER 2017
 
THE FUND SHIFTED ITS ALLOCATION TO SEEK TO BENEFIT FROM OPPORTUNITIES IN E-COMMERCE.
 
 
(Investor Update continued)

Over the past year, we strategically shifted our allocation to express our thematic views of real estate sectors and markets. In order to capitalize on the growth of e-commerce and the continued demand for 'last mile' distribution centers, we increased our exposure to industrial assets from 16.37% to 18.92% over the past 12 months. Further, we decreased our multifamily exposure in markets where we believe increased supply may slow growth. Retail real estate has garnered the lion's share of recent real estate headlines, as traditional brick and mortar retailers struggle to compete with Amazon and others offering substitute products at competitive prices. The growing adoption of e-commerce should come as no surprise to market participants. Our underweight to this sector and focus on retail assets that offer visitors a unique experience in irreplaceable locations, such as the Magnificent Mile in Chicago and Fifth Avenue in New York, has served our investors well.

Since inception, we remained overweight private securities relative our long-term target allocation to help mitigate portfolio volatility. From September 30, 2016 to March 31, 2017 the FTSE NAREIT All Equity REIT index produced a return of -0.81%. The decline was due largely to capital rotation out of yield sensitive-securities, such as real estate investment trusts (REITs) and utilities, in favor of more cyclical asset types in response to higher expectations of overall economic growth. This capital rotation has little to do with underlying real estate fundamentalswhich we believe remained strongand more to do with forward growth assumptions based on the new Presidential administration's proposed fiscal policy. Although it is too soon to determine whether this growth will materialize, we believe real estate is well positioned at this point in the cycle. If we assume the "high growth" scenario, we should see modest inflation and an overall continued strengthening of underlying tenant fundamentals. Real estate generally performs well during inflationary periods as rental rates reset to meet market growth. Historically, private real estate has only produced negative returns during periods of economic recession. If the proposed pro-business agenda is successfully implemented, we believe the odds of a late cycle recession are greatly reduced and we will likely continue to see positive returns for real estate. Conversely, should the economy observe a more tepid growth profile, we believe that real estate is well situated to capture capital flows within a low-yield environment as spreads and valuations will look attractive relative most other sectors.

Despite macro-economic and geo-political uncertainties, we continue to see opportunities within institutional real estate that have the potential to deliver favorable risk-adjusted returns that align with the Fund's stated objectives.

On behalf of the entire Griffin Capital team, we thank you for your continued confidence in the Fund.

Sincerely,
 

 
Randy I. Anderson, Ph.D., CRE
Portfolio Manager
Griffin Institutional Access Real Estate Fund

Griffin Institutional Access Real Estate Fund does not own the properties listed. The properties listed are a representative sample of properties owned by the underlying private investment funds in which Griffin Institutional Access Real Estate Fund is invested. Holdings are subject to change without notice.
 
 
3

 
 
 
Page Intentionally Blank
 
 
 

GRIFFIN INSTITUTIONAL ACCESS REAL ESTATE FUND

INVESTOR UPDATE | SUMMER 2017
 
GLOSSARY
 
Alpha: A measure of risk-adjusted return implying how much a fund/manager outperformed its benchmark, given its risk profile.

Annualized Return: The annualized return is the geometric mean of the returns with respect to one year. Annualized implies compounded returns for some periods greater than one year.

Beta: A measure of systematic risk (volatility), or the sensitivity of a fund to movements in a benchmark. A beta of 1 implies that you can expect the movement of a fund's return series to match that of the benchmark used to measure beta. A value of less than 1 implies that the fund is less volatile than the index.

Bloomberg Barclays U.S. Aggregate Bond Index: Measures the performance of the U.S. investment grade bond market.

Correlation: A statistical measure of how two securities move in relation to each other. A correlation ranges from -1 to 1. A positive correlation of 1 implies that as one security moves, either up or down, the other security will move in lockstep, in the same direction. A negative correlation of -1 indicates that the securities have moved in the opposite direction. If the correlation is 0, the movements of the securities are said to have no correlation; they are completely random.

Cumulative Return: The aggregate amount that an investment has gained or lost over time, independent of the period of time involved.

FTSE NAREIT U.S. All Equity REIT Index: Contains all tax-qualified real estate investment trusts (REITs) with more than 50 percent of total assets in qualifying real estate assets other than mortgages secured by real property that also meet minimum size and liquidity criteria.

NCREIF Property Index (NPI): A quarterly, unleveraged composite total return for private commercial real estate properties held for investment purposes only. All properties in the NPI have been acquired, at least in part, on behalf of tax-exempt institutional investors and held in a fiduciary environment.

S&P 500: An index based on market cap of the 500 largest companies having stock listed on the New York Stock Exchange (NYSE) or NASDAQ.

Sharpe Ratio: Measures risk-adjusted returns by calculating the excess return (above the risk free rate) per unit of risk (standard deviation). The higher the ratio, the better the risk-adjusted returns. The average 3 month U.S. Treasury Tbill auction was used as the risk free rate in this material.

Standard Deviation: Measures the average deviations of a return series from its mean, and is often used as a measure of volatility/risk. A large standard deviation implies that there have been large swings in the return series of the manager.
5

GRIFFIN INSTITUTIONAL ACCESS REAL ESTATE FUND

INVESTOR UPDATE | SUMMER 2017
 
DISCLOSURES
 
All Morningstar calculations and metrics are based on monthly data. CALCULATIONS AND METRICS REFLECT A LOAD WAIVED, CLASS A SHARE (GRIFFIN INSTITUTIONAL ACCESS REAL ESTATE). Investors of the load waived class A share do not pay a front-end sales load.

You cannot invest directly in an index. Index performance does not represent actual Fund or portfolio performance. A fund or portfolio may differ significantly from the securities included in the index. Index performance assumes reinvestment of dividends but does not reflect any management fees, transaction costs or other expenses that would be incurred by a fund or portfolio, or brokerage commissions on transactions in fund shares. Such fees, expenses, and commissions could reduce returns.

Private real estate funds, like the other securities in which the Fund may invest, are subject to specific risks, depending on the nature of the vehicle and also may employ leverage such that their returns are more than one times that of their benchmark which will amplify losses suffered by the Fund when compared to unleveraged investments.

The Fund's investments may be negatively affected by the broad investment environment and capital markets in which the Fund invests, including the real estate market, the debt market and/or the equity securities market. The value of the Fund's investments will increase or decrease based on changes in the prices of the investments it holds. This will cause the value of the Fund's shares to increase or decrease. The Fund is "nondiversified" under the Investment Company Act of 1940 since changes in the financial condition or market value of a single issuer may cause a greater fluctuation in the Fund's net asset value than in a "diversified" fund. The Fund is not intended to be a complete investment program.

Investors in the Fund should understand that the net asset value ("NAV") of the Fund will fluctuate, which may result in a loss of the principal amount invested. The Fund is a closed-end interval fund that provides liquidity to shareholders through a quarterly repurchase offer. The Repurchase Offer Amount will be no less than 5% and no more than 25% of the total number of shares outstanding on the Repurchase Request Deadline. There is no guarantee that shareholders will be able to sell all of the shares they desire in a quarterly repurchase offer. Quarterly repurchases by the Fund of its shares typically will be funded from available cash or sales of portfolio securities. The sale of securities could reduce the market price of those securities, which in turn would reduce the Fund's net asset value. Currently, no secondary market exists for the Fund's shares, and the Fund expects that no secondary market will develop.

The Fund's investment in Private Investment Funds will require it to bear a pro rata share of the vehicles' expenses, including management and performance fees. Also, once an investment is made in a Private Investment Fund, neither the Advisor nor any Sub-Advisor will be able to exercise control over investment decisions made by the Private Investment Fund. The Fund will not invest in real estate directly, but, because the Fund will concentrate its investments in securities of REITs and other real estate industry issuers, its portfolio will be significantly impacted by the performance of the real estate market and may experience more volatility and be exposed to greater risk than a more diversified portfolio. The value of companies engaged in the real estate industry is affected by: (i) changes in general economic and market conditions; (ii) changes in the value of real estate properties; (iii) risks related to local economic conditions, overbuilding and increased competition; (iv) increases in property taxes and operating expenses; (v) changes in zoning laws; (vi) casualty and condemnation losses; (vii) variations in rental income, neighborhood values or the appeal of property to tenants; (viii) the availability of financing and (ix) changes in interest rates and leverage.

6

GRIFFIN INSTITUTIONAL ACCESS REAL ESTATE FUND

INVESTOR UPDATE | SUMMER 2017
 
DISCLOSURES
 
By investing in the Fund, a shareholder will not be deemed to be an investor in any underlying fund and will not have the ability to exercise any rights attributable to an investor in any such underlying fund related to their investment.

As of 5/31/17 the Fund has returned 7.38% (annualized) since inception. The Fund distribution rate is the amount, expressed as a percentage, a Fund investor would receive in distributions if the most recent Fund distribution stayed consistent going forward. It is calculated by annualizing the most recent Fund distribution yield. The percentage represents a single distribution from the Fund and does not represent the total returns of the Fund. The Fund's inception date was 6/30/2014. The total gross expense ratio is 2.42% for Class A, 3.17% for Class C, 2.17% for Class I, 2.67% for Class L, and 2.92% for Class M. Performance data quoted represents past performance. Past performance is no guarantee of future results and investment returns and principal value of the Fund will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than performance data quoted. The maximum sales charge is 5.75% for Class A shares and 4.25% for Class L shares. Class C shareholders may be subject to a contingent deferred sales charge equal to 1.00% of the original purchase price of Class C shares redeemed during the first 365 days after their purchase. The Fund has contractually agreed to waive its fees to the extent that they exceed 1.91% for Class A, 2.66% for Class C, 1.66% for Class I , and 2.41% for Class M until February 1, 2018. The Fund has contractually agreed to waive its fees to the extent that they exceed 2.16% for Class L until May 31, 2018. Without the waiver the expenses would have been higher. The Fund's return does not reflect the deduction of all fees and if the Fund return reflected the deduction of such fees, the performance would be lower.

Visit www.griffincapital.com for current performance.

The views and information discussed in this commentary are as of the date of publication, are subject to change, and may not reflect the writer's current views. The views expressed represent an assessment of market conditions at a specific point in time, are opinions only and should not be relied upon as investment advice regarding a particular investment or markets in general. Such information does not constitute a recommendation to buy or sell specific securities or investment vehicles. It should not be assumed that any investment will be profitable or will equal the performance of the fund(s) or any securities or any sectors mentioned herein. The subject matter contained herein has been derived from several sources believed to be reliable and accurate at the time of compilation. Griffin Capital Securities, LLC does not accept any liability for losses either direct or consequential caused by the use of this information.

Griffin Institutional Access Real Estate Fund does not own the properties listed. The properties listed are a representative sample of properties owned by the underlying private investment funds in which Griffin Institutional Access Real Estate Fund is invested. Holdings are subject to change without notice.

Distribution Policy Risk: The Fund's distribution policy is to make quarterly distributions to shareholders. All or a portion of a distribution may consist solely of a return of capital (i.e. from your original investment) and not a return of net profit. Shareholders should not assume that the source of a distribution from the Fund is net profit. Shareholders should note that return of capital will reduce the tax basis of their shares and potentially increase the taxable gain, if any, upon disposition of their shares. Sources of distributions to shareholders for tax reporting purposes will depend upon the Fund's investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. Pursuant to Section 852 of the Internal Revenue Code, the taxability of distributions will be reported on Form 1099-DIV.

The Fund distribution rate is the amount, expressed as a percentage, a Fund investor would receive in distributions if the most recent Fund distribution stayed consistent going forward. It is calculated by annualizing the most recent Fund distribution yield. The percentage represents a single distribution from the Fund and does not represent the total return of the Fund.
7

 
 
 
 

GRIFFIN INSTITUTIONAL ACCESS REAL ESTATE FUND
 
NOTICE OF QUARTERLY REPURCHASE OFFER
 
If you own shares through a broker and wish to sell your shares, contact your broker or financial professional.
 
**IF YOU DO NOT WISH TO SELL YOUR SHARES AT THIS TIME, PLEASE DISREGARD THIS NOTICE**
 
June 29, 2017
 
Dear Griffin Institutional Access Real Estate Fund Shareholder,
 
Thank you for your investment. The purpose of this Notice is to announce the quarterly repurchase offer for the Griffin Institutional Access Real Estate Fund (the “Fund”). Quarterly repurchase offers provide shareholders with access to their assets and a degree of liquidity. You will receive a notice similar to this once per quarter. The Fund will offer to repurchase shares only during each regularly scheduled quarterly repurchase offer period.
 
The repurchase offer period will begin on June 29, 2017 and end on August 3, 2017. If you own shares through a Broker/Dealer or Adviser, please contact your financial professional.
 
Class C shareholders who tender for repurchase of such shareholder’s Class C shares that have been held less than 365 days after purchase, as of the time of repurchase, will be subject to a contingent deferred sales charge of 1.00% of the original purchase price which is payable to the Fund's distributor out of the repurchase proceeds. Shares acquired through the Fund’s Automatic Investment Program, reinvestment of dividends or capital gain distributions are not subject to a contingent deferred sales charge. If you wish to redeem shares, your financial professional will provide you with specific instructions.
 
All Repurchase Requests must be completed in proper form and received by the Fund’s Transfer Agent by 4:00 p.m., Eastern Time, on Thursday, August 3, 2017, to be effective.
 
For details of the offer, please refer to the attached Repurchase Offer document or you may call us at 1-888-926-2688.
 
Sincerely,
 
Griffin Institutional Access Real Estate Fund
 
The Repurchase Request Deadline will be strictly observed. If you fail to submit your repurchase request in proper form to the Transfer Agent prior to the Repurchase Request Deadline, the Fund will not repurchase your shares or a portion thereof until a subsequent quarterly repurchase offer, at which time you must submit a new repurchase request for that offer. Shares would be subject to NAV fluctuation during that time.


 
GRIFFIN INSTITUTIONAL ACCESS REAL ESTATE FUND
REPURCHASE OFFER

1. The Offer. Griffin Institutional Access Real Estate Fund (the “Fund”) is offering to repurchase, for cash, up to five percent (5%) of its issued and outstanding shares (Class A, Class C, Class I, Class L and Class M shares) at a price equal to the net asset value (“NAV”) as of the close of regular business hours on the New York Stock Exchange on the Repurchase Pricing Date (defined below). The purpose of this offer is to provide a level of liquidity to shareholders since no secondary market exists for these shares. This offer is not conditioned on the tender of any minimum number of shares. This offer is made subject to the terms and conditions made in this Repurchase Offer and the Fund's currently effective prospectus and statement of additional information.

2. Net Asset Value. The Fund’s NAV on June 22, 2017, of the Class A shares (GIREX) was $26.93 per share, of the Class C shares (GCREX) was $26.57 per share, of the Class I shares (GRIFX) was $27.06 per share, of the Class L shares (GLREX) was $26.93 per share and of the Class M shares (GMREX) was $26.85 per share. The NAV at which the Fund will repurchase shares will not be calculated until the Repurchase Pricing Date (defined below). The Fund’s NAV can fluctuate. Therefore, the NAV on the Repurchase Pricing Date may be higher or lower than the NAV stated above or the date on which you return your Repurchase Request form. The current NAV may be obtained by calling 1-888-926-2688 and asking for the most recent price or by visiting http://www.griffincapital.com. The shares of the Fund are not traded on any organized market or securities exchange.

3. Repurchase Request Deadline. All Repurchase Requests must be received in proper form by 4:00 p.m., Eastern Time, on August 3, 2017.

4. Repurchase Pricing Date. The NAV used to calculate the repurchase price will be determined on August 3, 2017 (the “Repurchase Pricing Date”). This may be higher or lower than the NAV on the date on which you return your Repurchase Request Form.

5. Payment for Shares Repurchased. The Fund expects to make payments for all shares repurchased the day following the Repurchase Pricing Date. In any event, the Fund will pay repurchase proceeds within seven (7) calendar days from the Repurchase Pricing Date. The Fund will not charge a repurchase fee.

6. Increase in Number of Shares Repurchased. If shareholders tender for repurchase more than five percent (5%) of the Fund’s outstanding shares (“Repurchase Offer Amount”), the Fund may, but is not required to, repurchase an additional amount of shares not to exceed two percent (2%) of the outstanding shares of the Fund on the Repurchase Request Deadline. If the Fund determines not to repurchase more than the Repurchase Offer Amount, or if shareholders tender shares in an amount exceeding the Repurchase Offer Amount plus 2% of the outstanding shares on the Repurchase Request Deadline, the Fund will repurchase the shares on a pro rata basis. However, the Fund may accept all shares tendered for repurchase by shareholders who own less than one hundred (100) shares and who tender all of their shares, before prorating other amounts tendered. In addition, the Fund will accept the total number of shares tendered in connection with required minimum distributions from an IRA or other qualified retirement plan. It is your obligation to both notify and provide the Fund supporting documentation of a required minimum distribution from an IRA or other qualified retirement plan.


7. Withdrawal or Modification. Tenders of shares may be withdrawn or modified at any time prior to 4:00 p.m., Eastern Time, on August 3, 2017.

8. Suspension or Postponement of Repurchase Offer. The Fund may suspend or postpone this Repurchase Offer only by a vote of a majority of the members of the Board, including a majority of the independent Trustees, and only in the following limited circumstances:

If the repurchase of shares would cause the Fund to lose its status as a regulated investment company under Subchapter M of the Internal Revenue Code;

For any period during which the New York Stock Exchange or any other market in which the securities owned by the Fund are principally traded is closed, other than customary weekend and holiday closings, or during which such trading is restricted;
 
For any period during which an emergency exists as a result of which it is not reasonably practicable for the Fund to dispose of securities it owns or to determine the Fund's NAV of each of the Fund’s Class A, Class C, Class I, Class L and Class M shares; and
 
For any other periods that the U.S. Securities and Exchange Commission may permit by order for the protection of shareholders.

9. Tax Consequences. You should review the tax information in the Fund's prospectus and statement of additional information and consult with your tax adviser regarding any specific consequences, including potential state and local tax consequences, of participating in the repurchase. Generally, any tender of shares to the Fund would be treated as a taxable event and any gain or loss would be treated as a capital gain or loss, either short or long term, depending on the length of time the shares have been held by you.

10.          Contingent Deferred Sales Charges on Class C shares. Class A, Class I, Class L and Class M shareholders are not subject to a contingent deferred sales charge. Class C shareholders who tender for repurchase of such shareholder’s Class C shares that have been held less than 365 days after purchase, as of the time of repurchase, will be subject to a contingent deferred sales charge of 1.00% of the original purchase price which is payable to the Fund's distributor out of the repurchase proceeds.  The Fund or its designee may waive the imposition of the Contingent Deferred Sales Charge in the following shareholder situations: (1) shareholder death or (2) shareholder disability. Any such waiver does not imply that the Contingent Deferred Sales Charge will be waived at any time in the future or that such Contingent Deferred Sales Charge will be waived for any other shareholder. Shares acquired through the Fund’s Automatic Investment Program, reinvestment of dividends or capital gain distributions are not subject to a contingent deferred sales charge.


11.          No Redemption Fee. No redemption fees will apply if you sell your shares pursuant to the Fund’s quarterly repurchase program. As stated above, a contingent deferred sales charge may apply to Class C shares tendered for repurchase.

12.          Documents in Proper Form. All questions as to validity, form, eligibility (including time and receipt) and acceptance of tenders of shares will be determined by the Fund in its sole discretion. The determination by the Fund shall be final and binding. The Fund reserves the absolute right to reject any or all tenders of shares (even if such tenders are determined to be in good and proper form) and to refuse to accept for payment, purchase, or to pay for any shares if, in the opinion of Fund's counsel, accepting, purchasing or paying for such shares would be unlawful. The Fund also reserves the absolute right to waive any of the conditions of this offer or any defect in any tender of shares, whether generally or with respect to any particular shares or shareholders. The Fund's interpretations of the terms and conditions of this offer shall be final and binding. Unless waived, any defects or irregularities in connection with tenders of shares must be corrected within such times as the Fund shall, in its absolute discretion, decide. Tenders of shares will not be deemed to have been made until any defects or irregularities have been corrected or waived.
 
None of the Fund, the Investment Adviser, the Sub-Advisers, the Transfer Agent, the Fund's Distributor nor any other person or entity is or will be obligated to give notice of any defects or irregularities in tenders, nor shall any of them incur any liability for failure to give any such notice.

None of the Fund, the Investment Adviser, the Sub-Advisers nor the Fund's Distributor is or will be obligated to insure that your financial consultant, or any broker-dealer or any other third party through which your shares may be held or registered, submits to you this Repurchase Offer or submits your tender of shares to the Fund on your behalf.

Neither the Fund nor its Board of Trustees makes any recommendation to any shareholder as to whether to tender or refrain from tendering shares. Each shareholder must make an independent decision as to whether or not to tender shares and, if so, how many shares to tender.

No person has been authorized to make any recommendation on behalf of the Fund as to whether shareholders should tender shares pursuant to this offer. No person has been authorized to give any information or to make any representations in connection with this offer other than those contained herein or contained in the Fund's currently effective prospectus or statement of additional information. If given or made, such recommendation and such information and representation may not be relied upon as having been authorized by the Fund.

For additional information about this Repurchase Offer, contact your financial consultant.