Securities Act File No. 333-251492
Investment Company Act File No. 811-23157
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
(Check Appropriate Box or Boxes)
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REGISTRATION STATEMENT
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UNDER
THE SECURITIES ACT OF 1933
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x
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Pre-Effective Amendment No.
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¨
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Post-Effective Amendment No. 2
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x
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and/or
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REGISTRATION STATEMENT
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UNDER
THE INVESTMENT COMPANY ACT OF 1940
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x
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Amendment No. 4
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x
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BROOKFIELD REAL ASSETS INCOME FUND INC.
(Exact Name of Registrant as Specified in Charter)
Brookfield
Place, 250 Vesey Street
New York, New York 10281-1023
(Address of Principal Executive Offices)
Registrant’s Telephone Number, including
Area Code: (212) 417-7049
Brian
F. Hurley, Esq.
Brookfield Real Assets Income Fund Inc.
Brookfield Place, 250 Vesey Street
New York, New York 10281-1023
(Name and Address of Agent for Service)
Copies to:
Thomas D. Peeney, Esq.
Brookfield Public Securities Group LLC
Brookfield Place
250 Vesey Street
New York, New York 10281-1023
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Michael R. Rosella, Esq.
Vadim Avdeychik, Esq.
Paul Hastings LLP
200 Park Avenue
New York, New York 10166
(212) 318-6800
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Approximate date of proposed offering: From time to time after the
effective date of this Registration Statement.
If the only
securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following
box ¨
If any securities
being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities
Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan, check the following
box. x
If this Form is
a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto, check the following box x
If this Form is
a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box ¨
If this Form is
a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box ¨
It is proposed that this filing will become effective (check appropriate
box):
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When declared effective pursuant to section 8(c) of the Securities Act.
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Check each box that appropriately characterizes the Registrant:
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x
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Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (the “Investment
Company Act”)).
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Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under
the Investment Company Act.
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Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3
under the Investment Company Act).
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x
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A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
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Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
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Emerging Growth Company (as defined by Rule 12b-2 under the Securities and Exchange Act of 1934).
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If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
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¨
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New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).
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EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to the Registration Statement
on Form N-2 (File Nos. 333-2251492 and 811-23157) of Brookfield Real Assets Income Fund Inc. (the “Registration Statement”)
is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely
for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 2 consists only
of a facing page, this explanatory note and Part C of the Registration Statement on Form N-2 setting forth the exhibits to the
Registration Statement. This Post-Effective Amendment No. 2 does not modify any other part of the Registration Statement. The contents
of the Registration Statement are hereby incorporated by reference.
Pursuant to Rule 462(d) under the Securities Act, this Post-Effective
Amendment No. 2 shall become effective immediately upon filing with the Securities and Exchange Commission.
Part C
Item 25.
1. Financial Statements
Included in Part A:
Audited financial highlights for the operating
performance of Brookfield Real Assets Income Fund Inc. (the “Registrant”).
Included in Part B:
The following statements of the Registrant are incorporated by reference
in Part B of the Registration Statement:
Schedule of Investments at December 31, 2020 and Unaudited Schedule of Investments at August 30, 2021
Statement of Assets and Liabilities
as of December 31, 2020 and Unaudited Statement of Assets and Liabilities as of August 30, 2021
Statement of Operations for the Year Ended
December 31, 2020 and Unaudited Statement of Operations for the period ended August 30, 2021
Statement of Changes in Net Assets for the
Year Ended December 31, 2020 and Unaudited Statement of Changes in Net Assets for the period ended August 30, 2021
Notes to Financial Statements
for the Year Ended December 31, 2020 and Notes to Unaudited Financial Statements for the period ended August 30, 2021
Report of Independent Registered Public Accounting
Firm for the Year Ended December 31, 2020
2. Exhibits
(k)(1)
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Form of
Administration Agreement between the Registrant and Brookfield Investment Management Inc. (3)
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(k)(2)
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Form of
Fund Sub-Administration Agreement between the Adviser, with respect to the Registrant, and U.S. Bancorp Fund Services (4)
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(k)(3)
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Form of
Transfer Agency Agreement between the Registrant and American Stock Transfer & Trust Company, LLC (4)
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(k)(4)
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Form of
Fund Accounting Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC (4)
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(l)(1)
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Consent
of Paul Hastings LLP (1)
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(l)(2)
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Opinion
and Consent of Venable LLP(1)
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(m)
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Not
applicable.
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(n)
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Consent
of Independent Registered Public Accountant (1)
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(o)
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Not
applicable.
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(p)
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Form of
Initial Subscription Agreement between the Registrant and Brookfield Investment Management Inc. (5)
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(q)
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Not
applicable.
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(r)(1)
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Code
of Ethics for the Registrant and Brookfield Public Securities Group LLC (5)
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(r)(2)
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Code
of Ethics for Schroder Investment Management North America Inc. (7)
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(r)(3)
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Code
of Ethics for Oaktree Capital Management, L.P. (7)
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(s)
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Power
of Attorney (6)
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(1)
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Filed
herewith.
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(2)
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To be
filed by amendment.
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(3)
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Filed
as an exhibit to the Registrant’s registration statement on Form N-14 8C (File Nos. 333-211408 and 811-23157) on May 16,
2016.
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(4)
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Filed
as an exhibit to the Registrant’s registration statement on Form N-14 8C (File Nos. 333-211408 and 811-23157) on July 11,
2016.
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(5)
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Filed
as an exhibit to the Registrant’s registration statement on Form N-2 (File Nos. 333-211408 and 811-23157) on August 10,
2016.
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(6)
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Filed as an exhibit to
the Registrant's registration statement on Form N-2 (File Nos. 333-251492 and 811-2357) on December 18, 2020.
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(7)
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Filed as an exhibit to
the Registrant’s registration statement on Form N-2 (File Nos. 333-251492 and 811-23157) on April 27, 2021.
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Item 26. Marketing Arrangements
The information contained under the heading “Plan
of Distribution” in Part A of this Registration Statement is incorporated herein by reference and any information concerning
any underwriters will be contained in the accompanying prospectus supplement, if any. Reference is also made to the Dealer Manager Agreement,
Underwriting Agreement, Sales Agreement and/or Distribution Agreement incorporated herein by reference, filed herewith or to be filed
by further amendment pursuant to Item 25(2)(h) above.
Item 27. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses
to be incurred in connection with the offering described in this Registration Statement:
Legal Fees
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$
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250,000
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Printing Expenses
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65,000
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Marketing Expenses
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25,000
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NYSE Listing Fees
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50,500
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SEC Registration Fees
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43,640
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FINRA Fees
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60,500
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Accounting Fees
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17,500
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Miscellaneous
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150,000
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Total
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$
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662,140
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Item 28. Persons Controlled by or Under Common Control with Registrant
None.
Item 29. Number of Holders of Securities.
Title Class
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Number of Record Shareholders
as of November 30, 2021
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Capital stock, at par value ($0.001 par value, 1,000,000,000 shares authorized)
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334
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Item 30. Indemnification
Maryland law permits a Maryland corporation to
include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money
damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or
(b) active and deliberate dishonesty established by a final judgment and material to the cause of action. The Registrant’s
charter contains such a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland
law, subject to the requirements of the 1940 Act.
The Registrant’s charter authorizes the Registrant,
to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to obligate the Registrant to indemnify
any present or former director or officer or any individual who, while serving as a director or officer of the Registrant and, at the
Registrant’s request, serves or has served another corporation, real estate investment trust, partnership, joint venture, limited
liability company, trust, employee benefit plan or other enterprise as a director, officer, partner, manager, managing member or trustee
from and against any claim or liability to which that individual may become subject or which that individual may incur by reason of his
or her service in any such capacity and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding.
The Registrant’s Bylaws obligate the Registrant,
to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to indemnify any present or former director
or officer or any individual who, while serving as a director or officer of the Registrant and, at the Registrant’s request, serves
or has served another corporation, real estate investment trust, partnership, joint venture, limited liability company, trust, employee
benefit plan or other enterprise as a director, officer, partner, manager, managing member or trustee and who is made, or threatened to
be made, a party to the proceeding by reason of his or her service in any such capacity and to pay or reimburse his or her reasonable
expenses in advance of final disposition of a proceeding. The Registrant’s charter and Bylaws also permit the Registrant to indemnify
and advance expenses to any individual who served any predecessor of the Registrant in any of the capacities described above and any employee
or agent of the Registrant or a predecessor of the Registrant, if any.
Maryland law requires a corporation (unless its
charter provides otherwise, which is not the case for the Registrant’s charter) to indemnify a director or officer who has been
successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made, or threatened to be made, a party
by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and
officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection
with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or other capacities
unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding
and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the director or officer
actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the
director or officer had reasonable cause to believe the act or omission was unlawful. However, under Maryland law, a Maryland corporation
may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis
that a personal benefit was improperly received, unless in either case a court orders indemnification, and then only for expenses. In
addition, Maryland law permits a corporation to pay or reimburse reasonable expenses to a director or officer in advance of final disposition
of a proceeding upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith
belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking
by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the
standard of conduct was not met.
In accordance with the 1940 Act, we will not indemnify
any person for any liability to which such person would be subject by reason of such person’s willful misconduct, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or her office.
Insofar as indemnification for liability arising
under the Securities Act of 1993, as amended (the “Securities Act”) may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission (the “SEC”) such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
Item 31. Business and Other Connections of Investment Adviser
Brookfield Public Securities Group LLC (“PSG”),
a Delaware limited liability company and a registered investment adviser under the Investment Advisers Act of 1940, as amended, serves
as investment adviser to the Registrant. PSG’s offices are located at Brookfield Place, 250 Vesey Street, New York, New York 10281-1023.
Information as to the officers and directors of PSG is included in its current Form ADV (File No. 801-34605) filed with the
Securities and Exchange Commission.
Item 32. Location of Accounts and Records
All accounts, books and other documents required
to be maintained by Section 31(a) of the 1940 Act relating to the Registrant are maintained at the following offices:
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Brookfield Public Securities Group LLC
Brookfield Place
250 Vesey Street
New York, New York 10281-1023
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2.
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U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
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3.
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U.S. Bancorp Fund Services, LLC
1201 South Alma School Road, Suite 3000
Mesa, Arizona 85210
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4.
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U.S. Bank National Association
1555 North River Center Drive, Suite 302
Milwaukee, Wisconsin 53212
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5.
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American Stock Transfer & Trust Company
6201 15th Avenue
Brooklyn, New York 11219
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Item 33. Management Services
Not applicable.
Item 34. Undertakings
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3.
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Registrant undertakes:
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(a)
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to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(1)
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to include any prospectus required by Section 10(a)(3) of the Securities Act;
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(2)
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to reflect in the prospectus any facts or events after the effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
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(3)
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to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement.
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Provided, however, that paragraphs a(1), a(2), and a(3) of
this section do not apply to the extent the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference into the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that
is part of the registration statement.
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(b)
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that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that
time shall be deemed to be the initial bona fide offering thereof;
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(c)
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to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering; and
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(d)
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that, for the purpose of determining liability under the Securities Act to any purchaser:
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(1)
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if the Registrant is relying on Rule 430B:
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(A)
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Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement
as of the date the filed prospectus was deemed part of and included in the registration statement; and
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(B)
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Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing
the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is
at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities
in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date; or
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(2)
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if the Registrant is relying on Rule 430C: each prospectus filed pursuant to Rule 424(b) under the Securities Act as
part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is
first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede
or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made
in any such document immediately prior to such date of first use.
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(e)
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that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution
of securities:
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The undersigned Registrant undertakes that in a primary
offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used
to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications,
the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:
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(1)
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any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424
under the Securities Act;
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(2)
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free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by
the undersigned Registrants;
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(3)
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the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the
offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned
Registrant; and
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(4)
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any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
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4.
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Registrant undertakes:
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(a)
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that, for the purpose of determining any liability under the Securities Act the information omitted from the form of prospectus filed
as part of the Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under
Rule 424(b)(1) under the Securities Act will be deemed to be a part of the Registration Statement as of the time it was declared
effective.
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(b)
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that, for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of
prospectus will be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of the securities
at that time will be deemed to be the initial bona fide offering thereof.
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5.
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
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6.
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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7.
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Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days
of receipt of a written or oral request, any prospectus or Statement of Additional Information constituting Part B of this Registration
Statement.
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Signatures
Pursuant
to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has
duly caused this Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, and State of New York, on the 20th day of December, 2021.
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BROOKFIELD REAL ASSETS INCOME FUND INC.
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By:
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/s/ BRIAN F. HURLEY
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Brian F. Hurley
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President
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Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Capacity
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Date
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/s/ BRIAN F. HURLEY
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President (Principal Executive Officer)
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December 20, 2021
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Brian F. Hurley
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/s/ CASEY P. TUSHAUS
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Treasurer (Principal Financial and Accounting Officer)
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December 20, 2021
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Casey P. Tushaus
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*
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Director
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December 20, 2021
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Heather S. Goldman
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*
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Director
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December 20, 2021
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Stuart A. McFarland
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*
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Director
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December 20, 2021
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Edward A. Kuczmarski
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*
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Director
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December 20, 2021
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David Levi
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*
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Director
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December 20, 2021
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William H. Wright II
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/s/ BRIAN F. HURLEY
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Attorney-in-Fact
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December 20, 2021
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Brian F. Hurley
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* Pursuant to Powers of Attorney
EXHIBIT INDEX
Brookfield Real Assets I... (NYSE:RA)
Gráfica de Acción Histórica
De Ago 2024 a Sep 2024
Brookfield Real Assets I... (NYSE:RA)
Gráfica de Acción Histórica
De Sep 2023 a Sep 2024