SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT

Exhibit (k)(1)

SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT

THIS AGREEMENT dated as of April [●], 2023, is made and entered into by and between FORUM REAL ESTATE INCOME FUND, a Delaware statutory trust (the “Fund”), and FORUM CAPITAL ADVISORS LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Adviser was appointed the investment adviser of the Fund pursuant to an Investment Management Agreement dated as of April 26, 2021, as subsequently amended and restated, by and between the Fund and the Adviser (the “Investment Management Agreement”);

WHEREAS, the Fund and the Adviser entered into an expense limitation agreement, dated as of April 26, 2021, as amended and restated on August 1, 2022 (the “A&R Expense Limitation Agreement”) relating to certain expenses of the Fund; and

WHEREAS, the Fund and the Adviser desire to amend and restate the A&R Expense Limitation Agreement in its entirety;

NOW, THEREFORE, the Fund and the Adviser hereby agree as follows:

1. The Adviser agrees, subject to Section 2 hereof, to (i) reduce the fees payable to it under the Investment Management Agreement (but not below zero) and (ii) pay any operating expenses of the Fund, to the extent necessary to limit the operating expenses of the Fund (exclusive of brokerage commissions and other similar transactional expenses, interest (including interest incurred on borrowed funds and interest incurred in connection with bank and custody overdrafts), other borrowing costs and fees (including commitment fees), taxes, litigation and indemnification expenses, judgments, and extraordinary expenses) to the annual rate (as a percentage of the average daily net assets of the applicable class of shares of the Fund) of: 

Class W Shares:			2.05	%
Class I Shares:			1.90	%
Founders Shares:			1.80	%

2. The Fund agrees to repay to the Adviser (i) the amount of fees that, but for Section 1 hereof, would have been payable by the Fund to the Adviser pursuant to the Investment Management Agreement and (ii) the amount of the operating expenses of the Fund that the Adviser paid pursuant to Section 1 hereof (collectively, “Deferred Fees and Expenses”), subject to the limitations provided in this Section 2.

Such repayment shall be made monthly, but only if the operating expenses of the Fund (exclusive of brokerage commissions and other similar transactional expenses, interest (including interest incurred on borrowed funds and interest incurred in connection with bank and custody overdrafts), other borrowing costs and fees including interest and commitment fees, taxes, litigation and indemnification expenses, judgments, and extraordinary expenses), without regard to such repayment, are at an annual rate (as a percentage of the average daily net assets of the applicable class of shares of the Fund) of less than the lower of (a) the annual rate of 2.05% for Class W Shares, 1.90% for Class I Shares, and 1.80% for Founders Shares and (b) the annual expense limitation rate in effect with respect to each such class of shares at the time of the repayment. Furthermore, the amount of Deferred Fees and Expenses paid by the Fund in any month with respect to a class of shares shall be limited so that the sum of (I) the amount of such payment and (II) the other operating expenses of the Fund with respect to such class of shares (exclusive of brokerage commissions and other similar transactional expenses, interest (including interest incurred on borrowed funds and interest incurred in connection with bank and custody overdrafts), other borrowing costs and fees including interest and commitment fees, taxes, litigation and indemnification expenses, judgments, and extraordinary expenses) do not exceed the lower of (x) the annual rate of 2.05% for Class W Shares, 1.90% for Class I Shares, and 1.80% for Founders Shares and (y) the annual expense limitation rate in effect with respect to such class of shares at the time of the repayment.

Deferred Fees and Expenses shall not be payable by the Fund with respect to a class of shares to the extent that the amounts payable by the Fund with respect to such class of shares pursuant to the immediately preceding two sentences during the period ending three years after the end of the month in which such Deferred Fees and Expenses are incurred are not sufficient to pay such Deferred Fees and Expenses.

3. The initial term of this Agreement (the “Initial Term”) shall be for a period commencing on the date first above written and ending on August 25, 2024. This Agreement shall be renewed automatically for successive periods of one year after the Initial Term, unless written notice of termination is provided by the Adviser to the Fund not less than ten (10) days prior to the end of the then-current term. No such termination shall affect the obligation (including the amount of the obligation) of the Fund to repay amounts of Deferred Fees and Expenses with respect to periods prior to the date of such termination. The Board of Trustees of the Fund may terminate this Agreement at any time on not less than ten (10) days’ prior notice to the Adviser. This Agreement may be amended at any time only with the consent of both the Adviser and the Board of Trustees of the Fund.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

	FORUM REAL ESTATE INCOME FUND
	By:
		Name:	Xxxxxxx Xxxx
		Title:	President
	FORUM CAPITAL ADVISORS LLC
	By:
		Name:	Xxxxxxx Xxxx
		Title:	President

[Signature Page – A&R Expense Limitation Agreement]