UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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PRINCIPAL REAL ESTATE INCOME FUND

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March 2024

Dear Shareholder,

This year’s, April 12, 2024, Annual Meeting of Shareholders, is critical to determining the future of your Fund. Your vote, no matter the number of shares you own, will have a significant impact on your Fund’s success. Your Board recommends that you vote on the WHITE proxy card today.

  Vote the WHITE proxy cards you receive from PGZ.   Discard the GOLD proxy cards you receive from Saba Capital Management.

We encourage you to consider the following as you make your decision:

  Your Fund’s board has been proactive in efforts to close the discount. Both of your Fund’s incumbent trustees have extensive experience with the Fund.

•	The Fund has repurchased approximately 3% of outstanding shares since instituting a repurchase program in January 2021.	•	Rick Pederson has served since the Fund’s inception in 2013, and brings extensive experience in alternative asset management and real estate investing.
•	The distribution rate has been increased approximately 30% over the past three years.	•	Jeremy Held has served since 2017 and possesses decades of expertise in asset management.
•	The board has implemented a 15 basis point (0.15%) waiver to lower the Fund’s management fee.
•	As of March 11, 2024, the discount stands at 7.6% vs. the average closed end fund discount of 7.9%.

Bottom Line

Adding Saba nominees could disrupt your Fund’s operations, and it is likely they would propose a liquidity event. Saba’s nominees and the GOLD proxy cards should be discarded.

Saba has a long and established history of acting in its own self-interest. If Saba takes control of your Fund, we believe the future of your Fund and its investment strategy are uncertain and at risk of being radically changed or liquidated. The Fund plans to fight vigorously against Saba’s attempted takeover and will continue fighting for ALL shareholders.

If you have any questions, please contact our Proxy Solicitor, EQ Fund Solutions, at 877-536-1555, Monday through Friday between the hours of 9:00 a.m. and 10:00 p.m. Eastern Time. Thank you for voting. 

Sincerely,

 

Robert McClure

President

Principal Real Estate Income Fund