PRINCIPAL REAL ESTATE INCOME FUND Common Shares of Beneficial Interest $20.00 per Share UNDERWRITING AGREEMENTUnderwriting Agreement • May 29th, 2013 • Principal Real Estate Income Fund • New York
Principal Real Estate Income Fund, a Delaware statutory trust (the “Fund”) and ALPS Advisors, Inc., a Colorado corporation (the “Adviser”), and Principal Real Estate Investors, LLC, a Delaware limited liability company (the “Sub-Adviser,” and together with the Adviser, the “Advisers”), confirm their respective agreements with Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Wells Fargo, UBS Securities LLC (“UBS”) and RBC Capital Markets, LLC (“RBC”) are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Fund of a total of [·] common shares of beneficial interest, no par value per share (the “Initial Securities”), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Secur
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • May 29th, 2013 • Principal Real Estate Income Fund • New York
Reference is made to the Underwriting Agreement dated [·], 2013 (the “Underwriting Agreement”), by and among Principal Real Estate Income Fund (the “Fund”), ALPS Advisors, Inc. (the “Investment Manager”) and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, no par value (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • May 29th, 2013 • Principal Real Estate Income Fund • New York
This agreement (the “Agreement”) is between ALPS Advisors, Inc. (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to the Principal Real Estate Income Fund (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement, dated [·], 2013 by and among the Fund, the Company, Principal Real Estate Investors, LLC and each of the underwriters named therein.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • May 29th, 2013 • Principal Real Estate Income Fund • New York
Reference is made to the Underwriting Agreement dated [·], 2013 (the “Underwriting Agreement”), by and among Principal Real Estate Income Fund (the “Fund”), ALPS Advisors, Inc. (the “Investment Manager”) and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, no par value (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
