0001047469-13-006463 Sample Contracts

CUSTODIAN AGREEMENT
Custodian Agreement • May 24th, 2013 • Principal Real Estate Income Fund • Massachusetts

This Agreement is made as of May 22, 2013 by and between Principal Real Estate Income Fund, a Delaware statutory trust (the “Fund”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

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PRINCIPAL REAL ESTATE INCOME FUND INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • May 24th, 2013 • Principal Real Estate Income Fund • Iowa

AGREEMENT, dated as of May 22, 2013, by and between ALPS Advisors, Inc. (the “Investment Adviser”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, and Principal Real Estate Investors, LLC, a Delaware limited liability company (the “Sub-Adviser”), having its principal place of business at 801 Grand Avenue, Des Moines, Iowa 50392.

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • May 24th, 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.

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PRINCIPAL REAL ESTATE INCOME FUND INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 24th, 2013 • Principal Real Estate Income Fund • Delaware

This Investment Advisory Agreement (the “Agreement”) is made and entered into as of this 22nd day of May, 2013, by and between ALPS Advisors, Inc., a Colorado corporation (the “Adviser”), and Principal Real Estate Income Fund (formerly known as Principal Commercial Mortgage Backed Securities Income Fund), a Delaware statutory trust (the “Trust”).

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ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Pricing Services Agreement • May 24th, 2013 • Principal Real Estate Income Fund • Colorado

THIS AGREEMENT is made as of May 22, 2013, between Principal Real Estate Income Fund (the “Fund”), a Delaware statutory trust, and ALPS Fund Services, Inc. (“ALPS”), a Colorado corporation.

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ORGANIZATIONAL AND OFFERING EXPENSES REIMBURSEMENT AGREEMENT
Organizational and Offering Expenses Reimbursement Agreement • May 24th, 2013 • Principal Real Estate Income Fund • Colorado

AGREEMENT made this [ ] day of [ ], 2013, by and between PRINCIPAL REAL ESTATE INCOME FUND, a Delaware statutory trust (the “Fund”), and ALPS ADVISORS, INC., a Colorado corporation (the “Adviser”).

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • May 24th, 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 “Company”), Principal Real Estate Investors, LLC (the “Sub-Adviser”) and each of the Underwriters named in Exhibit A thereto, with respect to the issue and sale of the Fund’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

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PRINCIPAL REAL ESTATE INCOME FUND Subscription Agreement
Subscription Agreement • May 24th, 2013 • Principal Real Estate Income Fund

This Subscription Agreement made as of May 22, 2013, by and between Principal Real Estate Income Fund, a Delaware statutory trust (the “Fund”), and ALPS Advisors, Inc., a Colorado corporation (the “Purchaser”).

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PRINCIPAL REAL ESTATE INCOME FUND CHIEF COMPLIANCE OFFICER SERVICES AGREEMENT
Chief Compliance Officer Services Agreement • May 24th, 2013 • Principal Real Estate Income Fund • Colorado

This Chief Compliance Officer Services Agreement (this “Agreement”) is effective as of May 22, 2013 (the “Effective Date”) by and between Principal Real Estate Income Fund, a Delaware statutory trust (the “Trust”), and ALPS Fund Services, Inc. (“ALPS”), a Colorado corporation.

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LICENSE AGREEMENT
License Agreement • May 24th, 2013 • Principal Real Estate Income Fund • Iowa

This License Agreement, effective as of May 22, 2013, is by and among PRINCIPAL FINANCIAL SERVICES, INC., an Iowa Corporation, as successor in interest to Principal Financial Group, Inc., an Iowa Corporation (“Principal”), its principal place of business at 711 High Street, Des Moines, Iowa 50392, ALPS ADVISORS, INC. (“ALPS”), a Colorado corporation, with its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, and each registered investment company identified on Appendix I hereto (each a “Fund” and collectively the “Funds”).

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DISTRIBUTION ASSISTANCE AGREEMENT
Distribution Assistance Agreement • May 24th, 2013 • Principal Real Estate Income Fund • Colorado

This Distribution Assistance Agreement (the “Agreement”), dated as of , 2013, is entered into by and among, the Principal Real Estate Income Fund (the “Fund”), a Delaware Statutory Trust, ALPS Advisors, Inc., a corporation organized under the laws of the state of Colorado (the “Adviser”) and ALPS Portfolio Solutions Distributor, Inc., a corporation organized under the laws of the state of Colorado (“ALPS”).

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