UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

FORUM REAL ESTATE INCOME FUND

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

FORUM REAL ESTATE INCOME FUND

240 Saint Paul Street, Suite 400

Denver, CO 80206

May 8, 2025

Dear Shareholder,

We are writing to inform you that the Board of Trustees (the “Board”) of Forum Real Estate Income Fund (the “Fund” or “FREIF”) is asking shareholders to vote on important proposals affecting the Fund. The Board believes that the proposals will benefit you as a shareholder. Accordingly, the Board recommends that you consent to approve each of the proposals described below and in the enclosed Proxy Statement.

The question and answer section that follows briefly discusses the proposals. Detailed information about each of the proposals is contained in the enclosed Proxy Statement.

Your vote is extremely important, no matter how large or small your Fund holdings. By authorizing a proxy to vote your shares promptly, you can help avoid additional costs that are incurred with follow-up letters and calls.

To vote, you may use any of the following methods:

The meeting will be conducted over the Internet in a virtual meeting format only on June 20, 2025 at 10:00 a.m., Mountain Time. However, if it is determined that the meeting will be held in person, we will make an announcement in the manner discussed in the Notice of Special Meeting of Shareholders.

We encourage you to vote over the Internet or by telephone using the number that appears on your proxy card. If you later decide to attend the meeting virtually, you may revoke your proxy and vote your shares over the Internet during the meeting. Whichever voting method you choose, please take the time to read the full text of the Proxy Statement before you vote.

Further information about the above proposals is contained in the enclosed materials, which you should carefully review before you vote. If you have any questions after considering the enclosed materials, please call the Fund's proxy solicitor, Computershare, at (866) 807-3048 .

Thank you for your prompt response and for your continued investment in the Fund.

FORUM REAL ESTATE INCOME FUND
Important Information for Fund Shareholders

We encourage you to read the full text of the enclosed Proxy Statement, but, for your convenience, we have provided a brief overview of the Proposals.

Proposal 1

The Board is recommending approval of a proposed non-discretionary sub-advisory agreement (the “New Sub-Advisory Agreement”) between the Fund’s adviser, Forum Capital Advisors LLC (“FCA” or the “Adviser”), and Nuveen Asset Management, LLC (“Nuveen” or the “New Sub-Adviser”). Under the terms of the New Sub-Advisory Agreement, Nuveen will provide non-discretionary sub-advisory services to FCA, on behalf of the Fund. The Board believes that the Fund’s shareholders will benefit from Nuveen’s experience and expertise related to real estate debt and equity investments and that Proposal 1 is in the best interest of the Fund and its shareholders.

Proposal 2

You are also being asked to elect four trustees of the Fund. There are currently four members of the Board: Darren Fisk, Brien Biondi, Julie Cooling and Jay Hummel. Each of Mr. Fisk, Mr. Biondi and Ms. Cooling were previously elected by the Fund’s shareholders. Jay Hummel was appointed by the Board as a trustee effective April 29, 2025 to fill a vacancy on the Board, but has not yet been elected by shareholders. The Board believes that each of the trustees brings important expertise to the Board, as set forth in the Proxy Statement.

Pending shareholder approval of the New Sub-Advisory Agreement, Nuveen will act as the non-discretionary sub-adviser to the Fund pursuant to an interim sub-advisory agreement (the “Interim Sub-Advisory Agreement”) between FCA and the New Sub-Adviser pursuant to Rule 15a-4 under the Investment Company Act, which was approved by the Board at the April Meeting and will take effect May 15, 2025. The Interim Sub-Advisory Agreement will terminate upon the first to occur of (1) the approval of the New Sub-Advisory Agreement by shareholders or (2) 150 days after the effective date of the Interim Sub-Advisory Agreement, unless sooner terminated by the Board or the New Adviser.

Under the Investment Company Act, a fund’s shareholders must approve any new advisory or sub-advisory agreement for the fund. Because the Prior Sub-Advisory Agreement was terminated, the Fund’s shareholders must approve the New Sub-Advisory Agreement in order for the New Sub-Adviser to continue to serve as non-discretionary investment sub-adviser to the Fund upon the termination of the Interim Sub-Advisory Agreement (which does not require shareholder approval). At the April Meeting, the Board considered and approved the calling of a special meeting of shareholders (“Special Meeting”) and the solicitation of proxies for shareholders of the Fund to consider and vote on approval of the New Sub-Advisory Agreement.

Approval of Proposal 2 requires a plurality of votes cast on the matter in favor of each nominee. If Messrs. Fisk and Biondi and Ms. Cooling do not receive a plurality of votes cast on Proposal 2, each will continue to serve as a Trustee based on the prior approval of shareholders of the Fund. If Jay Hummel does not receive a plurality of votes cast on Proposal 2, he will continue to serve as an Independent Trustee of the Fund, but the Trustees may not have the flexibility to fill any future vacancy on the Board without seeking shareholder approval.

FORUM REAL ESTATE INCOME FUND

240 Saint Paul Street, Suite 400
Denver, CO 80206

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

A special meeting of shareholders (the “Special Meeting”) of Forum Real Estate Income Fund (the “Fund”) will be held over the Internet in a virtual meeting format only on June 20, 2025 at 10:00 a.m., Mountain time. The virtual meeting will be accessible at the following link: www.meetnow.global/MN2QFRN. Shareholders will be asked to vote on the following proposals (the “Proposals”), and any other matters that may properly come before the Special Meeting or any adjournment or postponement thereof:

PROPOSAL ONE: to approve the proposed new non-discretionary sub-advisory agreement (the “New Sub-Advisory Agreement”) between Forum Capital Advisors (“FCA” or the “Adviser”) and Nuveen Asset Management, LLC (“Nuveen” or the “New Sub-Adviser”).

PROPOSAL TWO: to elect Darren Fisk as an interested trustee of the Fund, and Brien Biondi, Julie Cooling and Jay Hummel as independent trustees of the Fund, each for an indefinite term.

The Board unanimously recommends that shareholders cast their vote “FOR” each of the Proposals. 

The Special Meeting will be held in a virtual meeting format only. You will not be able to attend the Special Meeting physically, but you may participate over the Internet as described below. However, if it is determined that the Special Meeting will be held in person, we will make an announcement in the manner noted below.

Shareholders of record of the Fund at the close of business on the record date, April 28^th, are entitled to receive notice of, and to vote at, the Special Meeting or any adjournment thereof. Shareholders of all classes of the Fund are entitled to vote on the Proposals. If any other proposals in addition to the Proposals properly come before the Special Meeting or any adjournment or postponement thereof, then the shareholders of the Fund will be asked to vote on each such proposal.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance of the Special Meeting. To register, you must submit proof of your proxy power (legal proxy provided by your intermediary) reflecting your Fund holdings along with your name and email address to shareholdermeetings@computershare.com. You may also forward proof of ownership from your intermediary to shareholdermeetings@computershare.com.

The holders of not less than one-third of the Fund’s Shares issued and outstanding and entitled to vote at the Special Meeting, present in person via webcast or represented by proxy, will constitute a quorum at the Special Meeting for the transaction of business. Shares that are present at the Special Meeting, but then abstain, including by reason of so called “broker non-votes,” will be treated as present for purposes of establishing a quorum. However, abstentions and “broker non-votes” on a matter are not treated as votes cast on such matter. A broker non-vote with respect to a matter occurs when a nominee holding shares for a beneficial owner is present at the meeting with respect to such shares, has not received voting instructions from the beneficial owner on the matter in question and does not have, or chooses not to exercise, discretionary authority to vote the shares on such matter.

If a quorum is not present at the Special Meeting, or if a quorum is present at the Special Meeting but sufficient votes to approve the Proposals are not received, the persons named as proxies, or their substitutes, may propose and vote for one or more adjournments of the Special Meeting to permit the further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those shares affected by the adjournment that are present at or represented at the Special Meeting by proxy. The persons named as proxies will vote those proxies which they are entitled to vote FOR the Proposals in favor of any such adjournment and will vote those proxies required to be voted AGAINST the Proposals against any such adjournment. The persons named as proxies will vote in their discretion on any other business that may properly come before the Special Meeting or any adjournments or postponements thereof.

PLEASE NOTE: If it is determined that the Special Meeting will be held in person, instead of virtually, an announcement of the change will be provided by means of a press release, which will be posted on our website www.freif.com. We encourage you to check the website prior to the Special Meeting. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR system.

IMPORTANT - WE NEED YOUR PROXY VOTE IMMEDIATELY

A shareholder may think that his or her vote is not important, but it is vital. We urge you to vote, sign and date the enclosed proxy card and return it in the enclosed envelope which requires no postage if mailed in the United States (or to take advantage of the telephonic or Internet voting procedures described on the proxy card). Your prompt return of the enclosed proxy card (or voting by other available means) may save the necessity of further solicitations. If you wish to participate in the Special Meeting and vote your shares at that time, you will still be able to do so.

Important Notice Regarding Availability of Proxy Statement for the Special Meeting to be held on June 20, 2025. This Proxy Statement is available on the Internet at www.proxy-direct.com.

TABLE OF CONTENTS

FORUM REAL ESTATE INCOME FUND

240 Saint Paul Street, Suite 400

Denver, CO 80206

PROXY STATEMENT

May 8, 2025

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board”) of Forum Real Estate Income Fund (the “Fund”), a Delaware statutory trust, to be exercised at the Special Meeting of Shareholders (the “Special Meeting”) of the Fund to be held over the Internet in a virtual meeting format only on June 20, 2025 at 10:00 a.m., Mountain time, and at any and all adjournments or postponements thereof, for the purpose set forth in the accompanying Notice of Special Meeting of Shareholders. The virtual meeting will be accessible at the following link: www.meetnow.global/MN2QFRN.

Shareholders of record as of the close of business on April 28, 2025 are entitled to receive notice of and to vote over the Internet during the Special Meeting. Shareholders are entitled to one vote for each Fund share held and fractional votes for each fractional Fund share held. Shareholders will not be able to attend the Special Meeting physically but may participate over the Internet as described in the Notice of Special Meeting of Shareholders.

The cost of preparing, printing, assembling, mailing and distributing this Proxy Statement and related proxy materials, and all other costs incurred in connection with the solicitation of proxies, including any additional solicitation made by letter, telephone, facsimile or Internet or personal interview, will be shared equally between Forum Capital Advisors LLC (“FCA” or the “Adviser”) and the Fund.

Annual and Semi-Annual Reports. Copies of the Fund’s most recent annual and semi-annual shareholder reports, including financial statements, have previously been provided to shareholders. The Fund will promptly furnish to any shareholder upon request, without charge, a copy of its most recent annual shareholder report and succeeding semi-annual shareholder report. These documents may be obtained by writing to Forum Real Estate Income Fund, 240 Saint Paul Street, Suite 400, Denver, CO 80206, Attn: Investor Relations or by calling toll-free: 888-267-1456 or by emailing investorrelations@forumig.com. The Fund’s annual and semi-annual shareholder reports are also available, free of charge, at www.freif.com.

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY STATEMENT FOR THE SPECIAL MEETING TO BE HELD ON JUNE 20, 2025. THIS PROXY STATEMENT IS AVAILABLE ON THE INTERNET AT www.proxy-direct.com.

A proxy card is enclosed with respect to the shares you own in the Fund. If you return a properly executed proxy card, the shares represented by it will be voted at the Special Meeting in accordance with the instructions thereon. Each full share is entitled to one vote as to any matter on which it is entitled to vote and each fractional share to a proportionate fractional vote. If you do not expect to participate in the Special Meeting and wish your shares to be voted, please complete the enclosed proxy card and mail it in the enclosed reply envelope or vote by telephone or the Internet as described on the proxy card.

Any shareholder giving a proxy may revoke it at any time before it is exercised by submitting to the Fund a written notice of revocation, by the execution of a later-dated proxy, or by participating in and voting at the Special Meeting.

The following table summarizes the proposals to be voted on at the Special Meeting (the “Proposals”) and indicates those shareholders that are being solicited with respect to the Proposals. The shareholders of the Fund will vote together as a single class on the proposals.

Proposal 1:
APPROVAL OF THE NEW SUB-ADVISORY AGREEMENT
WITH NUVEEN  

The Fund’s Board unanimously recommends that shareholders cast their vote “FOR” the approval of the New Sub-Advisory Agreement between FCA and Nuveen. 

Introduction

Janus Henderson Investors US, LLC (“JHI”) has served as the non-discretionary sub-adviser to FCA, on behalf of the Fund, pursuant to a sub-advisory agreement dated August 1, 2022 (the “Prior Sub-Advisory Agreement”). Pursuant to Section 15(a)(3) of the Investment Company Act and after discussions with the Fund’s Board of Trustees (the “Board”), on March 18, 2025 FCA informed JHI of its decision to terminate the Prior Sub-Advisory Agreement, consistent with its terms, effective on or before May 16, 2025. As a result of such termination, shareholders are being asked to approve the New Sub-Advisory Agreement, which will become effective upon its approval by the Fund’s shareholders. A copy of the form of New Sub-Advisory Agreement is included as Exhibit A to this Proxy Statement.

At a meeting of the Board held on April 28, 2025 (the “April Meeting”), the Board, including a majority of the Independent Trustees acting separately and with the advice of independent counsel, voted to approve, and to recommend that shareholders approve, the New Sub-Advisory Agreement. Under the terms of the New Sub-Advisory Agreement, Nuveen will provide FCA with certain non-discretionary sub-advisory services related to the Fund’s investments in certain real estate securities and debt instruments.

Pending shareholder approval of the New Sub-Advisory Agreement, Nuveen will act as the non-discretionary sub-adviser to the Fund under the terms of an interim sub-advisory agreement (the “Interim Sub-Advisory Agreement”) between FCA and the New Sub-Adviser pursuant to Rule 15a-4 under the Investment Company Act. The Interim Sub-Advisory Agreement was approved by the Board at the April Meeting and will take effect May 15, 2025. The Interim Sub-Advisory Agreement will terminate upon the first to occur of the approval of the New Sub-Advisory Agreement by shareholders or 150 days after the effective date of the Interim Sub-Advisory Agreement, unless sooner terminated by the Board or the New Sub-Adviser.

The New Sub-Advisory Agreement

Summary of the New Sub-Advisory Agreement. Under the terms of the New Sub-Advisory Agreement, Nuveen will make recommendations for the investment and reinvestment of the portion of securities and other assets of the Fund allocated to it by the Adviser (“Allocated Assets”), in accordance with the Fund’s investment objectives, policies and restrictions as stated in the Fund’s prospectus and statement of additional information (the “SAI”), and subject to the direction and control of the Adviser and the oversight of the Board. Nuveen will not have the power to effect transactions on behalf of the Adviser or the Fund without the consent of the Adviser or have investment discretion or custody or control with respect to the Allocated Assets. Notwithstanding the generality of the foregoing, Nuveen shall, with respect to the Allocated Assets: (i) obtain and evaluate such information and advice relating to the economy, securities markets, and securities and other investments as it deems necessary or useful to discharge its duties hereunder; and (ii) make purchase and sale recommendations to the Adviser regarding the Allocated Assets in a manner consistent with the prospectus, the SAI and other applicable guidelines, including any authorizations required by the Fund’s Investment Committee.

Pursuant to the New Sub-Advisory Agreement, Nuveen will receive a fee accrued daily and payable monthly in arrears, beginning at a maximum annual rate of 0.35% of the Fund’s average daily Allocated Assets, with breakpoints for eligible Allocated Assets above $250 million. The overall fee schedule is as follows:

Under the New Sub-Advisory Agreement, the Fund will not pay Nuveen directly; all fees paid to Nuveen will be paid by FCA out of the fees paid to FCA under the terms of the Amended and Restated Investment Management Agreement (the “Investment Management Agreement”) by and between FCA and the Fund dated August 1, 2022. Accordingly, the sub-advisory fees payable to Nuveen will not affect the Fund’s expenses.

The New Sub-Advisory Agreement, if approved by shareholders, will be effective for a two-year period from the date of such approval, and will be renewed thereafter for successive periods of one year only so long as such renewal and continuance is specifically approved at least annually by the Board, including a majority of the Independent Trustees. Under its terms, the New Sub-Advisory Agreement may be terminated at any time (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser in each case, upon 60 days’ written notice to Nuveen or (ii) by Nuveen on 60 days’ written notice to the Adviser and the Board. The New Sub-Advisory Agreement shall terminate immediately upon its assignment or upon termination of the Investment Management Agreement.

The New Sub-Advisory Agreement, if approved by shareholders, will provide that each party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s performance under the New Sub-Advisory Agreement or execution of the New Sub-Advisory Agreement, except as such claims, losses or damages may result from an Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. It also provides that the Indemnified Parties shall not be liable to the Indemnifying Party in connection with an Indemnified Party’s performance except as a result of such Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. The indemnification obligations shall survive the termination of the New Sub-Advisory Agreement.

The form of the New Sub-Advisory Agreement is attached to this Proxy Statement as Attachment A. Please take the time to read it. The description of the New Sub-Advisory Agreement in this Proxy Statement is only a summary. If the New Sub-Advisory Agreement with Nuveen is not approved by shareholders, the Board will consider other options, including retaining Nuveen or another sub-adviser with the requisite skills and experience under the terms of an interim sub-advisory agreement pursuant to Rule 15a-4 under the Investment Company Act or distributing a new or modified request for shareholder approval of a new sub-advisory agreement.

Terms of Prior and New Sub-Advisory Agreements

Interim Sub-Advisory Agreement

Because the Special Meeting did not occur before the effective date of the termination of the Prior Sub-Advisory Agreement, at the April Meeting, the Board approved the Interim Sub-Advisory Agreement in order to avoid disruption of the Fund’s investment management program. The Interim Sub-Advisory Agreement was approved pursuant to Rule 15a-4 under the Investment Company Act, which allows an adviser to provide investment management services pursuant to an interim advisory or sub-advisory agreement for up to 150 days while a fund seeks shareholder approval of a new agreement, subject to certain conditions. The terms of the Interim Sub-Advisory Agreement are substantially the same as those of the New Sub-Advisory Agreement, except for certain provisions that are required by law and the date and term of the agreement. The fees to be charged under the Interim Sub-Advisory Agreement are identical to the fees to be charged under the New Sub-Advisory Agreement.

The Interim Sub-Advisory Agreement with the New Adviser will be effective May 15, 2025. If the New Sub-Advisory Agreement for the Fund is not approved within 150 days of the effective date of the Interim Sub-Advisory Agreement, the New Sub-Adviser will no longer provide sub-advisory services to FCA on behalf of the Fund, unless an extension of the 150-day period is permitted by a rule or interpretive position of the staff of the SEC. The Board in such case will consider other alternatives and make such arrangements for the management of the Fund’s investments as it deems appropriate and in the best interests of the Fund.

The Interim Sub-Advisory Agreement will automatically terminate upon approval of the New Sub-Advisory Agreement by shareholders.

Information about Nuveen

Nuveen Asset Management, LLC, located at 333 West Wacker Drive, Chicago, IL 60606, will serve as the Fund’s non-discretionary sub-adviser. Under the supervision of FCA, Nuveen will provide FCA with certain non-discretionary sub-advisory services related to the Fund’s investments in certain real estate securities and debt instruments.

Nuveen is a registered investment adviser and indirect wholly-owned subsidiary of Nuveen, LLC, located at 333 West Wacker Drive, Chicago, IL 60606, and an indirect wholly-owned subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”), located at 730 Third Avenue, New York, NY 10017. TIAA is a stock life insurance company organized under New York law that operates without profit by the terms of its charter. All of the outstanding stock of TIAA is held by the TIAA Board of Governors. TIAA Board of Governors is controlled by its members, who are normally seven natural persons who each serve seven-year terms. The members do not directly supervise TIAA management, but they elect the members of the TIAA Board of Trustees, which does exercise such supervision. Traditionally, the TIAA Chair and chief executive officer is a member of the Governors, but no other current member of the TIAA Board of Trustees is a Governor, so that the Board of Governors has independent oversight. The Governors fill vacancies on their own board by appointment. Governors come from diverse backgrounds, but many have strong connections with educational and/or business institutions.

The following table sets forth the principal executive officers and directors of Nuveen and their principal occupations. The business address of each such person is c/o Nuveen Asset Management, LLC, 333 West Wacker Drive, Chicago, IL 60606.

Factors Considered by the Trustees and their Recommendation

The Board of Trustees, including a majority of the Independent Trustees, considered and unanimously approved the New Sub-Advisory agreement at the April Meeting. The Trustees relied upon the advice of independent legal counsel and their own business judgment in determining the material factors to be considered in evaluating the New Sub-Advisory Agreement and the weight to be given to each such factor. The conclusions reached by the Trustees were based on a comprehensive evaluation of all of the information provided and were not the result of any one factor. Moreover, each Trustee may have afforded different weight to the various factors in reaching his or her conclusions with respect to the New Sub-Advisory Agreement.

In addition to the New Sub-Advisory Agreement, the Trustees also approved the Interim Sub-Advisory Agreement to be effective on or about May 15, 2025. The Trustees considered that the Prior Sub-Advisory Agreement with JHI will be terminated, consistent with its terms, effective on or before May 16, 2025. The Trustees considered that the New Sub-Advisory Agreement is subject to approval by both the Trustees and shareholders of the Fund and that, in order to obtain shareholder approval, the Fund must convene a shareholder meeting and, due to the time required to convene such a meeting, shareholder approval of the New Sub-Advisory Agreement would not occur until after the termination of the Prior Sub-Advisory Agreement. To avoid disruption of the Fund’s investment management program, the Trustees considered that the Interim Sub-Advisory Agreement will remain in effect until the first to occur of the approval of the New Sub-Advisory Agreement by shareholders or 150 days after the effective date of the Prior Sub-Advisory Agreement, unless sooner terminated by the Board or Nuveen. The Trustees considered that the Interim Sub-Advisory Agreement does not require separate approval by shareholders. The considerations and conclusions discussed in connection with the Trustees’ consideration of the New Sub-Advisory Agreement also apply to the Trustees’ consideration of the Interim Sub-Advisory Agreement, supplemented by consideration of the terms, nature and reason for the Interim Sub-Advisory Agreement.

In making the recommendation that shareholders vote for approval of the New Sub-Advisory Agreement, the Trustees reviewed and analyzed various factors it determined were relevant, including the factors enumerated below.

Nature, Extent and Quality of Services to be Provided. The Trustees considered the nature, extent and quality of services to be provided by Nuveen. They considered the experience and expertise of Nuveen, including its broad sub-advisory business and its extensive capabilities in real estate and, in particular, the CMBS sector. The Trustees considered Nuveen’s ability to scale to the Fund’s needs as the Fund strives towards meaningful growth. The Trustees concluded the nature, extent and quality of services to be provided by Nuveen to the Fund were satisfactory, and that there was a reasonable basis on which to conclude that the Fund is likely to benefit from the non-discretionary sub-advisory services to be provided by Nuveen under the New Sub-Advisory Agreement.

Investment Performance. The Trustees considered that while Nuveen has not managed accounts in the styles similar to those used to manage the Fund, and thus is unable to provide applicable performance information, the Trustees noted the experience of the portfolio managers at Nuveen who would be principally involved in providing non-discretionary sub-advisory services to the Fund. It was the consensus of the Trustees that it was reasonable to conclude that employing Nuveen would be in the best interests of the Fund.

Economies of Scale. At the April Meeting, the Trustees considered whether the Fund would benefit from economies of scale. The Trustees noted that the fee schedule in the investment management agreement does not include breakpoints and that the Fund has an expense limitation agreement in place. The Trustees noted that the fee schedule in the New Sub-Advisory Agreement includes breakpoints. The Trustees concluded that the Fund’s overall fee arrangement, which the Trustees review annually, reflects the ability to capture economies of scale.

Cost of Services. At the April Meeting, the Trustees considered the fees payable to Nuveen under the New Sub-Advisory Agreement. The Trustees considered that the Fund would not pay Nuveen directly and that all fees paid to Nuveen would be paid by FCA out of the fees paid to FCA under the terms of an investment management agreement. The Trustees noted that the sub-advisory fee will not affect the Fund’s expenses. In light of the foregoing, and in their business judgment, the Trustees found that the proposed sub-advisory fee appeared reasonable for the non-discretionary management of the Fund’s portfolio.

Profitability. The Trustees considered information concerning the costs to be incurred and profits expected to be realized by Nuveen. The Trustees determined that profits expected to be realized by Nuveen were not unreasonable.

Fall-out Benefits. The Trustees discussed direct or indirect “fall-out benefits” and concluded that the character and amount of potential fall-out benefits to Nuveen were consistent with the types of benefits generally derived by sub-advisers to funds.

Vote Required

Approval of the New Sub-Advisory Agreement requires the affirmative vote of a “majority of the outstanding voting securities” (as defined in the Investment Company Act) of the Fund, which means the lesser of: (1) the holders of 67% or more of the Shares of the Fund present at the Special Meeting if the holders of more than 50% of the outstanding Shares of the Fund are present or represented by proxy or (2) more than 50% of the outstanding Shares of the Fund.

The Board recommends a vote “FOR” Proposal 1.

PROPOSAL 2

Election of Trustees

The Fund currently has four (4) trustees on its Board. The Fund’s Nominating and Corporate Governance Committee nominated the four current trustees to stand for election. If elected, each nominee will serve an indefinite term unless they resign or are removed in accordance with the Fund’s Declaration of Trust. The Board has no reason to believe that the persons named below will be unable or unwilling to serve, and such persons have consented to being named in this Proxy Statement and to serve if elected. These nominees, if elected, will constitute the entire Board of the Fund.

A shareholder can vote for or against any nominee. Unless a shareholder gives contrary instructions on the proxy card, Shares voted by proxy will be voted in favor of the election of these nominees. If any of the nominees should withdraw or otherwise become unavailable for election, Shares represented by proxy will be voted in favor of such other nominee presented at the Special Meeting.

Information about the Trustee Nominees and Officers of the Fund

Certain information with respect to the nominees for election and the officers of the Fund is set forth below, including their names, ages, a brief description of their recent business experience, including present occupations and employment and certain trusteeships that each person holds, and the length of time served in such capacity with the Fund.

Trustee Independence

The Investment Company Act rules require that the Board consist of at least a majority of Independent Trustees. Under the Investment Company Act, in order for a trustee to be deemed independent, he or she, among other things, generally must not:

The Board, pursuant to the Investment Company Act and with advice of counsel to the Independent Trustees, has considered the independence of existing members of and nominees to the Board who are not employed by the Adviser, Nuveen, or Foreside Fund Services, LLC, the Fund’s distributor (the “Distributor”), or any of their respective affiliates, and has concluded that Brien Biondi, Julie Cooling, and Jay Hummel are not “interested persons” of the Fund, the Adviser, the Sub-Adviser, or the Distributor, as defined by the Investment Company Act and therefore qualify as independent trustees under the standards promulgated by the Investment Company Act. Mr. Fisk, as a result of his position as Chief Executive Officer of the Fund and the Adviser has been deemed by the Board to be an “interested person,” and therefore does not qualify as an independent trustee. Mr. Fisk serves as the Chairman of the Board of the Fund and Mr. Biondi currently serves as the Lead Independent Trustee.

Independent Trustee Nominees

Interested Trustee Nominee

Brien Biondi is a certified public accountant with a Masters of Business Administration. Since 2016, he has served as the Chief Executive Officer of Campden Wealth, North America, an independent family-owned business providing unrivaled knowledge, intelligence and connectivity for family businesses, family offices, and significant private investors worldwide. He has also served as the Chief Executive Officer of The Institute for Private Investors, a membership network for families of substantial wealth that provides investment education to ultra-high-net-worth families running sophisticated family offices, since 2016. Mr. Biondi also served as a principal of The Biondi Group since 2011. From 2009 to 2011, Mr. Biondi was the Chief Operating Officer of League Asset Corp., a private REIT based in Canada. From 2004 to 2007, he was the Executive Trustee of the Chief Executives’ Organization, and from 1997 to 2004 he was the Chief Executive Officer of Entrepreneurs Organization. From 1993 to 1997, he was the Trustee of Finance and Administration of World Presidents’ Organization. He was the Controller of the Archdiocese of Washington from 1988 to 1993 and was a Senior Accountant at KPMG from 1985 to 1988. Mr. Biondi has served on the board of trustees of Primark Meketa Private Equity Investments Fund, a registered closed-end investment company operating as an interval fund, since 2020. Mr. Biondi earned a Bachelor of Science in Business Administration from The American University in 1985 and a Masters of Business Administration from The College of William and Mary in 1997. We believe Mr. Biondi’s experience in the financial services industry, including board experience, qualifies him to serve as a member of our Board.

Julie Cooling has more than 25 years of experience in the financial services industry. She is the Founder and Chief Executive Officer of RIA Channel, LLC, a company she started as an extension of RIA Database (RIADatabase.com), a financial advisor data and software company she founded in 2005. Ms. Cooling began her career in 1994 as an Associate at SEI Investments. From 1996 to 1998, she was Vice President at Montgomery Asset Management. From 1998 to 2000, Ms. Cooling held multiple positions and was on the Board of Forward Funds (part of Webster Investment Management). Prior to launching RIA Database, she was with Amic Distribution Partners from 2001 to 2002. Julie graduated from Bucknell University with a degree in Economics and a minor in Finance in 1994. We believe Ms. Cooling’s experience in the financial services industry qualifies her to serve as a member of our Board.

Jay Hummel is the Co-Founder and Chief Executive Officer of Wealth Advisor Growth Network and AiK2 Insurance Services. Prior to this role, Mr. Hummel was Senior Vice President and Head of the Personal Financial Solutions Business at American Century Investments from 2016 to 2019, where he was responsible for strategic and operational leadership of the business unit, overseeing a stand-alone brokerage, direct mutual fund, private client and small business solutions, and the retail branch network. He also served as the Managing Director for Strategic Projects and Thought Leadership at Envestnet Inc. from 2014 to 2016. Previously, Mr. Hummel was the former President and Chief Operating Officer of Lenox Wealth Management, a Cincinnati-based multi-family office and started his career in accounting and consulting at Deloitte & Touche from 2000 to2006. Mr. Hummel was a former board member at Alliance Business Lending from 2011 to 2013, where he was Chair of the audit committee. He was also a board member at Compass CFO Solutions from 2020 to 2021. Hummel holds a B.B.A. and M.S. in Accounting from the University of Cincinnati. Mr. Hummel is a member of the board of directors due to his extensive business and financial experience, as well as the skills he gained during his active board service to a number of diverse organizations.

Darren Fisk, the Fund’s Chairman and Chief Executive Officer, is also the founder and Chief Executive Officer of the Adviser and Forum Real Estate Group Inc. (“FREG”). Mr. Fisk is responsible for the overall strategy and direction of both firms. He has over 20 years of experience in real estate and finance, with nearly 10 years at Johnson Capital Group prior to founding FREG. Mr. Fisk is a graduate of the University of Colorado-Boulder, where he received a Bachelor of Science degree in finance in 1997. Mr. Fisk is a member of the Fund’s Investment Committee. We believe Mr. Fisk’s experience in the financial services and commercial real estate industries qualifies him to serve as a member of our Board.

Officers

For information concerning Mr. Fisk’s background, see above.

Jay Miller, the Adviser’s Chief Investment Officer, oversees Forum Investment Group LLC’s real estate investment team, chairs the investment committees, and is responsible for driving the firm’s continued growth through multifamily equity and debt investment opportunities. He has over 30 years of real estate investment experience. Prior to joining Forum, he spent 16 years with DWS Group, a global asset management firm, where he was co-lead portfolio manager for the DWS flagship open-ended investment fund and, previously, lead portfolio manager for the firm’s value-add investment fund. Before that, Mr. Miller served as Executive Director, Corporate Solutions at JLL, a global real estate services firm. Mr. Miller was also an attorney with Orrick, Herrington & Sutcliffe LLP, an international law firm serving the technology, energy, and financial sectors, as well as Gordon & Rees, LLP. Mr. Miller holds a Bachelor of Arts degree in English & Religious Studies from the University of Virginia and a Juris Doctorate from Washington and Lee University School of Law.

Derek Mullins is the Fund’s Chief Financial Officer and has over 20 years of experience in the asset management industry. He currently serves as Co-Founder and Managing Partner of PINE Advisor Solutions LLC, a financial services firm specializing in outsourced CFO, compliance and operations support services to asset managers. PINE currently services multiple investment advisers and its employees serve as officers for registered open and closed-end funds. Previously, he was the Trustee of Operations for ArrowMark Partners, a $20 billion diversified asset management firm. Mr. Mullins also served as the Chief Financial Officer of Meridian Fund, Inc., an Investment Company Act registered mutual fund family. Mr. Mullins was responsible for the management of the financial and tax operations for ArrowMark’s investment products. He had oversight over all the firm’s service providers, including fund administrators, custodians and prime brokers, transfer agents, legal counsel, independent auditors and tax professionals. Mr. Mullins received a B.A. and an M.A. in Finance from the University of Colorado.

Peter Sattelmair is the Fund’s Assistant Treasurer and has over 20 years of experience in the asset management industry. He currently serves as Director of CFO Services for PINE Advisor Solutions LLC, a financial services firm specializing in outsourced CFO, compliance and operations support services to asset managers. PINE currently services multiple investment advisers and its employees serve as officers for registered open and closed-end funds. Previously, Mr. Sattelmair was the Director of Fund Operations for Transamerica Asset Management and served as Assistant Treasurer for registered funds with assets under management in excess of $80 billion. Previously, he worked at State Street Bank in various fund accounting and fund administration roles. Mr. Sattelmair earned his Bachelor of Science in Business Management from the University of Massachusetts, Dartmouth.

Cory Gossard is the Fund’s Chief Compliance Officer and also currently serves as Trustee of Regulatory Compliance at PINE Advisor Solutions. Mr. Gossard joined PINE Advisor Solutions in April 2021. Mr. Gossard has over 25 years of compliance and asset management experience. Prior to joining PINE, Mr. Gossard was the Chief Compliance Officer for SS&C ALPS overseeing all of the compliance and operational functions for the fund services business. He also served as the Chief Compliance Officer for SPDR S&P 500 ETF Trust, DJIA ETF Trust and SPDR S&P MidCap 400 ETF Trust. Prior to his time at SS&C ALPS, Mr. Gossard held senior leadership positions with Citibank. Mr. Gossard received a B.A. in Business Administration from Heidelberg University. He currently holds a Series 7 license and is a Certified Anti-Money Laundering Specialist.

Elizabeth Ryan, the Adviser’s Chief Compliance Officer & General Counsel, advises on investment structuring, terms, and coordinates day-to-day transactional, and compliance matters to ensure the firm adheres to all pertinent laws and regulations. Prior to joining Forum, she was General Counsel & Chief Compliance Officer at Intrinsic Edge Capital Management where she was the company’s first General Counsel and responsible for all legal, compliance, day-to-day transactional matters, and insurance programs. Before that, she served as Senior Compliance Consultant at Simon Compliance; Assistant Vice President – Legal & Compliance at Grosvenor Capital Management; and Associate Attorney at William G. Clark Jr. & Associates, Ltd. Ms. Ryan holds a B.A. from University of Dayton and Juris Doctor from DePaul University College of Law.

Corporate Governance - Board Committees

In addition to serving on the Board, the Independent Trustees also serve on the Audit Committee and the Nominating and Corporate Governance Committee, both of which have been established by the Board to handle certain designated responsibilities. The Board has designated a chair of each of the Audit Committee and the Nominating and Corporate Governance Committee. Subject to applicable laws, the Board may establish additional committees, change the membership of any committee, fill all vacancies and designate alternate members to replace any absent or disqualified member of any committee, or to dissolve any committee as it deems necessary and in the Fund’s best interest.

Audit Committee. The Board has an Audit Committee that consists exclusively of Independent Trustees. The Audit Committee operates pursuant to a charter adopted by the Board and is responsible for overseeing the accounting and financial reporting policies and processes of the Fund and its internal control over financial reporting; overseeing the integrity of the Fund’s financial statements and the independent audit thereof; overseeing or, as appropriate, assisting Board oversight of, the Fund’s compliance with legal and regulatory requirements that relate to the Fund’s accounting and financial reporting, internal control over financial reporting and independent audits; approving the engagement of the Fund’s independent registered public accounting firm and, in connection therewith and on an ongoing basis, to review, oversee and evaluate the qualifications, independence and performance of the Fund’s independent accountants; preparing an Audit Committee report as required by rules promulgated by the Securities and Exchange Commission to be included in a Fund proxy statement (if and as applicable); and acting as a liaison between the Fund’s independent accountants and the full Board. The members of the Audit Committee are Messrs. Biondi and Hummel and Ms. Cooling, each of whom is an Independent Trustee, with Mr. Biondi serving as the chairman. The Board has determined that Mr. Biondi is an “audit committee financial expert” as defined under SEC rules. The Audit Committee charter is attached hereto as Exhibit B. During the last fiscal year, the Audit Committee held three (3) committee meetings.

Nominating and Corporate Governance Committee. The Board has a Nominating and Corporate Governance Committee (the “NCGC”) that consists exclusively of Independent Trustees. The NCGC operates pursuant to a charter adopted by the Board and is primarily responsible for considering and evaluating the structure, composition and operation of the Board, evaluating and recommending individuals to serve on the Board, and considering and making recommendations relating to the compensation of Independent Trustees. The NCGC will consider shareholders’ proposed nominations for Trustee. The members of the NCGC are Messrs. Biondi and Hummel and Ms. Cooling, each of whom is an Independent Trustee, with Ms. Cooling serving as chair. The NCGC charter is attached hereto as Exhibit C. During the last fiscal year, the NCGC held three (3) committee meetings.

Corporate Governance - Fund Committees

Valuation Committee. The Board has designated FCA to manage and implement the day-to-day valuation of the Fund’s investments, in accordance with Pricing and Fair Valuation Policies and Procedures adopted by FCA and Approved by the Board (the “Valuation Procedures”). In addition, pursuant to Rule 2a-5 under the Investment Company Act, the Board has designated FCA as the Valuation Designee to make fair value determinations for all of the Fund’s investments for which market quotations are not readily available. The Valuation Designee conducts the valuation of the Fund’s investments at all times consistent with U.S. generally accepted accounting principles (“GAAP”) and the Investment Company Act and pursuant to the Valuation Procedures. The Valuation Designee has established a Valuation Committee, which assists in carrying out the valuation of Fund holdings and performs fair value determinations pursuant to the standards and procedures set forth in the Valuation Procedures.

Investment Committee. The Board has established an Investment Committee to oversee the Fund’s transactions, management, policies, and guidelines, including establishment of benchmarks and review of the Fund’s investment performance. The Investment Committee also provides oversight on investment risk management, policies, and guidelines, as well as consideration of new or materials proposed investments. None of the members of the Investment Committee has sole discretionary investment decision-making authority. The Investment Committee meets on a regular basis to discuss the overall strategic and investment objectives of the Fund and has the following responsibilities:

The Investment Committee consists of the following members:

For information concerning Messrs. Fisk and Miller’s background, see above.

Pat Brophy has been the Fund’s Portfolio Manager since April 2021 and is responsible for day-to-day management of the Fund’s investment portfolio. He has nearly 30 years of wide-ranging experience in real estate and financial services. Prior to joining the Adviser, Mr. Brophy managed the Global Real Estate Strategy at the Janus Capital Management, LLC, the predecessor to Janus Henderson. Prior to joining Janus Henderson in 2005, he was a Principal/Partner at THK Associates, Inc., a Denver-based market economics and land-planning firm. His expertise is in economic analysis, real estate valuation, property development and acquisition strategies. He received his B.A. in history from Dartmouth College.

Tom McCahill is Managing Partner — Structured Finance Group at the Adviser, where he oversees all operations for the Adviser’s Structured Finance department. Mr. McCahill has over 36 years of experience in commercial real estate, where he has been a pioneer in the subordinate debt sector and has invested over $2.5 billion in mezzanine, B Notes and preferred equity. Prior to joining Forum, Mr. McCahill was Executive Vice President, Structured Finance at EverWest Real Estate Investors, LLC (“EverWest”), an institutional real estate investment management firm based in Denver, Colorado. Prior to joining EverWest, Mr. McCahill was a Managing Director at Pearlmark Real Estate Partners and Chief Executive Officer and President of MONY Realty Capital. Mr. McCahill received both his B.S. in economics and his M.S. in Real Estate Finance from the University of Wisconsin.

John Kerschner is the Head of U.S. Securitized Products and a portfolio manager at the Sub-Adviser. In his role as Head of U.S. Securitized Products, Mr. Kerschner primarily focuses on mortgage-backed securities and other structured products. Prior to joining JHI in 2010, Mr. Kerschner was director of portfolio management at BBW Capital Advisors. Before that, he worked for Woodbourne Investment Management, where he was global head of credit investing. Mr. Kerschner began his career at Smith Breeden Associates as an assistant portfolio manager and was promoted several times over 12 years, becoming a principal, senior portfolio manager and director of the ABS-CDO group. Mr. Kerschner received his B.A. in biology from Yale University, graduating cum laude. He earned his M.B.A. from Duke University, Fuqua School of Business, where he was designated a Fuqua Scholar. Mr. Kerschner holds the Chartered Financial Analyst designation and has 34 years of financial industry experience.

Jason Brooks is a Portfolio Manager at JHI, responsible for managing the firm’s commercial real estate debt strategies. Additionally, he is a Securitized Products Analyst acting as sector portfolio manager for the US commercial mortgage asset exposure across global fixed income funds, with a focus on CMBS, as well as certain ABS coverage. Prior to joining JHI in 2012, he was a director, CMBS research at TIAA-CREF, where he led the firm’s CMBS research effort and was responsible for all aspects of due diligence relating to security selection. Mr. Brooks also served in other CMBS-focused research roles at both TIAA-CREF and Gramercy Capital Corp. Mr. Brooks received his Bachelor of Business Administration degree in finance from the College of William and Mary and his MBA with a focus on real estate finance from Fordham University Graduate School of Business. He has 22 years of financial industry experience.

Trustee Beneficial Ownership Table

The following table indicates the dollar range of equity securities that each Trustee Nominee beneficially owns in the Fund as of the date hereof.

Role of the Board

Overall responsibility for oversight of the Fund rests with the Board. The Fund has engaged the Adviser to manage the Fund on a day-to-day basis. The Board is responsible for overseeing the Adviser, the New Sub-Adviser, and other service providers in the operations of the Fund in accordance with the provisions of the Investment Company Act, applicable provisions of state and other laws and the Fund’s Declaration of Trust. The Board is currently composed of four Trustees, three of whom are Independent Trustees. During the last fiscal year, the Board held four regularly scheduled meetings and three special meetings, for a total of seven Board meetings. The Independent Trustees have also engaged independent legal counsel to assist them in performing their oversight responsibility. The Independent Trustees meet with their independent legal counsel prior to and/or during each quarterly Board meeting. As described above, the Board has established an Audit Committee and an NCGC and may establish ad hoc committees or working groups from time to time to assist the Board in fulfilling its oversight responsibilities.

The Board as a whole is responsible for identifying, evaluating and recommending nominees to serve as trustees of the Fund. The Board has established the NCGC to select and nominate candidates for election to the Board, including identifying, as necessary, new candidates who are qualified to serve as trustees of the Fund and recommending to the Board the candidates for election to the Board. The NCGC will consider candidates recommended by shareholders provided such recommendations are presented with appropriate material to allow the NCGC to evaluate the candidate consistent with the guidelines set forth in the NCGC charter. Each person nominated to serve as a trustee should:

Board Leadership Structure

Darren Fisk is the Chairman of the Board. Under the Declaration of Trust and Bylaws, the Chairman of the Board is responsible for (a) presiding at Board meetings, (b) calling special meetings on an as-needed basis, (c) execution and administration of Fund policies, including (i) setting the agendas for Board meetings and (ii) providing information to Board members in advance of each Board meeting and between Board meetings. The Board has designated Brien Biondi as the Lead Independent Trustee. As Lead Independent Trustee, Mr. Biondi is responsible for coordinating the activities of the other Independent Trustees and for such other duties as are assigned, from time to time, by our Board. Additionally, under certain Investment Company Act governance guidelines that apply to the Fund, the Independent Trustees will meet in executive session at least quarterly.

Mr. Fisk has been deemed by the Board to be an interested person of the Fund by virtue of his ownership interests in and senior management roles at the Adviser and/or its affiliates. The Independent Trustees have also appointed a Lead Independent Trustee and believe that this leadership structure is appropriate in light of the potential conflicts of interest that could arise from these relationships. The Board has determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the Fund.

Board’s Role in Risk Oversight

The Board has a standing independent Audit Committee with a separate chair. The Board is responsible for overseeing risk management, and the full Board regularly engages in discussions of risk management and receives compliance reports that inform its oversight of risk management from its Chief Compliance Officer at quarterly meetings and on an ad hoc basis, when and if necessary. The Audit Committee considers financial and reporting risk within its area of responsibilities. Generally, the Board believes that its oversight of material risks is adequately maintained through the compliance-reporting chain where the Chief Compliance Officer is the primary recipient and communicator of such risk-related information.

Communication with the Board

Shareholders with questions about the Fund are encouraged to contact the Fund. Shareholders may communicate with the Fund or its Board by mailing their communications to Forum Real Estate Income Fund, c/o Chief Compliance Officer, 240 Saint Paul Street, Suite 400, Denver, CO 80206. All shareholder communications received in this manner will be delivered as appropriate to one or more members of the Board.

Compensation of Trustees

The following table sets forth information regarding the compensation received by the Trustees and executive officers for the Fund for the fiscal year ended December 31, 2024. No compensation is paid to the interested trustee or the officers by the Fund. For their service as Trustees, beginning January 1, 2025 each Independent Trustee will receive from the Fund a retainer fee of $40,000 per year, as well as reimbursement for out-of-pocket expenses incurred in connection with attendance at Board meetings.

Compensation Table

Vote Required

This proposal requires a plurality of the voting securities of the Fund. This means, for election of each Trustee, that the nominee for election receiving more votes than any other nominee for election will be elected as a Trustee. As there are four Board seats and four nominees for election as a trustee, each nominee will receive a plurality of the votes cast if there are any votes cast in favor of his or her election as Trustee.

The Board recommends a vote “FOR” each nominee to serve as a Trustee,
as set forth in this Proposal 2.

Additional Information

Independent Registered Public Accountant

The Investment Company Act requires that the Fund’s independent registered public accounting firm be selected by a majority of the Independent Trustees. One of the purposes of the Audit Committee is to recommend to the Board the selection, retention or termination of the independent registered public accounting firm for the Fund. The Fund’s independent registered public accounting firm for the fiscal year ended December 31, 2024 was CohnReznick LLP (“CohnReznick”). At its meeting held on February 19, 2025, the Fund’s Audit Committee recommended and the Board, including a majority of the Independent Trustees, approved the selection of CohnReznick as the Fund’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

The Audit Committee and the Board have discussed with CohnReznick the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. They have concluded that CohnReznick is independent as required by applicable rules of the PCAOB. In connection with their determination, CohnReznick has advised the Fund that neither the firm nor any present member or associate of it has any material financial interest, direct or indirect, in the Fund or its affiliates. Additionally, the Audit Committee has received the written disclosures and the letter from CohnReznick required by applicable requirements of the PCAOB regarding the independent accountant's communications with the Audit Committee concerning independence.

Audit Committee Pre-Approval Policies and Procedures. The Audit Committee pre-approves CohnReznick’s engagements for audit and non-audit services to the Fund or the Fund’s Adviser. Pre-approval considerations include whether the proposed services are compatible with maintaining CohnReznick’s independence. All of the services described above were pre-approved by the Audit Committee. No services described above were approved by the Audit Committee pursuant to the “de minimis exception” set forth in Rule 2-01(c)(7)(i)(C) of Regulation S-X. The Audit Committee has considered and concluded that the provision of non-audit services rendered by CohnReznick to the Fund’s Adviser and any entity controlling, controlled by, or under common control with the Fund’s Adviser that were not required to be pre-approved by the Audit Committee is compatible with maintaining CohnReznick’s independence.

Based on the discussions and reviews mentioned above, the Audit Committee recommended to the Board that the audited financial statements be included in the Fund's annual report required by Section 30(e) of the Investment Company Act and Rule 30d-1 thereunder for the last fiscal year for filing with the SEC.

Copies of the Fund’s most recent annual and semi-annual reports are available without charge upon request to the Fund at 240 Saint Paul Street, Suite 400, Denver, CO 80206, or by calling UMB Fund Services toll-free at 888-267-1456.

Service Providers

Forum Capital Advisors, LLC serves as the Fund’s investment adviser, Janus Henderson Investments US, LLC currently serves as the Fund’s non-discretionary sub-adviser and, effective May 15, 2025, Nuveen will act as the Fund’s non-discretionary sub-adviser pursuant to an interim sub-advisory agreement. UMB Fund Services, Inc. is the Fund’s administrator, transfer agent and dividend paying agent, and PINE Advisor Solutions, LLC provides the Fund with an outsourced principal financial officer and chief compliance officer, as well as related finance and compliance services. The Adviser is located at 240 Saint Paul Street, Suite 400, Denver, CO 80206. JHI is located at 151 Detroit Street, Denver, CO 80206 and Nuveen is located at 333 West Wacker Drive, Chicago, IL 60606. UMB Fund Services, Inc. is located at 235 W Galena Street, Milwaukee, WI 53212-3948225. PINE Advisor Solutions, LLC is located at 501 S Cherry St Suite 610, Denver, CO 80246.

UMB Bank, N.A., with its principal place of business located at 928 Grand Boulevard, 10th Floor, Kansas City, MO 64106, serves as Custodian for the securities and cash of the Fund’s portfolio.

Foreside Fund Services, LLC, with its principal place of business located at Three Canal Plaza, Suite 100, Portland, Maine 04101, serves as the Fund’s distributor.

Shares Outstanding

As of the Record Date, 26,513,518.8640 shares of the Fund were issued and outstanding and entitled to vote on the proposal.

Security Ownership of Certain Beneficial Owners and Management

The Fund’s trustees are divided into two groups—interested trustees and independent trustees. Interested trustees are “interested persons” of the Fund, as defined in the Investment Company Act.

The following table sets forth, as of April 28, 2025, certain ownership information with respect to the Fund’s common shares for those persons who may, insofar as is known to us, directly or indirectly own, control or hold with the power to vote, 5% or more of the Fund’s outstanding common shares and the beneficial ownership of each current trustee, the nominees for trustee, the Fund’s executive officers, and the executive officers and trustees as a group.

Ownership information for those persons, if any, who own, control or hold the power to vote, 5% or more of a Fund’s common shares is based upon Schedule 13D or Schedule 13G filings by such persons with the SEC and other information obtained from such persons, if available. Such information is as of the date of the applicable filing and may no longer be accurate.

Unless otherwise indicated, we believe that each person set forth in the table below has sole voting and investment power with respect to all shares of the Fund’s common shares he or she beneficially owns and has the same address as the Fund. The Fund’s address is 240 Saint Paul Street, Suite 400, Denver, CO 80206.

Required Vote

Approval of Proposal 1 requires the affirmative vote of a “majority of the outstanding voting securities” (as defined in the Investment Company Act) of the Fund, which means the lesser of: (1) the holders of 67% or more of the Shares of the Fund present at the Special Meeting if the holders of more than 50% of the outstanding Shares of the Fund are present or represented by proxy or (2) more than 50% of the outstanding Shares of the Fund. Abstentions will have the effect of a “vote withheld” on Proposal 1.

Proposal 2 requires a plurality of the voting securities of the Fund. This means, for election of a trustee, that a nominee for election receiving more votes than any other nominee for election will be elected as a trustee. As there are four Board seats and four nominees for election as a trustee, each nominee will receive a plurality of the votes cast if there are any votes cast in favor of his or her election as trustee.

A “broker non-vote” occurs when shareholders are asked to consider both “routine” and “non-routine” proposals. In such a case, if a broker-dealer votes on the “routine” proposal, but does not vote on the “non-routine” proposal because (a) the shares entitled to cast the vote are held by the broker-dealer in “street name” for the beneficial owner, (b) the broker-dealer lacks discretionary authority to vote the shares, and (c) the broker-dealer has not received voting instructions from the beneficial owner, a broker non-vote is said to occur with respect to the “non-routine” proposal.

You may revoke your consent at any time prior to the deadline for the receipt of written consents. You may revoke your consent by written notice to the Secretary of the Fund or submitting a revised consent.

Shareholders do not have dissenters’ rights of appraisal in connection with the Proposals. If sufficient consents are not obtained to approve the Proposals, the Board will consider what other action is appropriate and in the best interests of shareholders.

Method and Cost of Proxy Solicitation

When receiving your instructions by telephone, the representative may ask you for your full name and address to confirm that you have received the Notice of Internet Availability of Proxy Materials in the mail. If the information you provide matches the information provided to Computershare by the Fund, then a representative can record your instructions over the phone.

Proxies will be solicited by the Fund primarily by mail. The solicitation may also include telephone, facsimile, Internet or oral communication by certain officers or employees of the Fund, the Adviser or UMB Fund Services, Inc. (the Fund’s administrator and transfer agent), who will not be paid for these services. Any telephonic solicitations will follow procedures designed to ensure accuracy and prevent fraud, including requiring identifying shareholder information and recording the shareholder’s instruction.

The Fund and FCA will share equally in the costs of the proxy solicitation and related legal costs. The Fund estimates that the cost of printing and mailing the Proxy Statement, soliciting shareholder votes and conducting the meeting will be approximately $58,000.

Section 16(a) Beneficial Ownership Reporting Compliance

Pursuant to Section 16(a) of the Securities Exchange Act of 1934, or the Exchange Act, the trustees and executive officers, and any persons holding more than 10% of a Fund’s common stock, are required to report their beneficial ownership and any changes therein to the SEC and to the Company.

Based on written representations of such persons and on copies of reports that have been filed with the SEC, the Fund believes that, for the fiscal year ended December 31, 2024, all filing requirements applicable to such persons were complied with, except that a Form 5 for the fiscal year ended December 31, 2024 was not filed on a timely basis for Elizabeth Ryan due to an administrative error. The delinquent Form 5 was filed on April 16, 2025.

Financial Statements and Other Information

The Fund will furnish, without charge, a copy of its annual report to any shareholder upon request. Requests should be directed to Forum Real Estate Income Fund, c/o Secretary, 240 Saint Paul Street, Suite 400, Denver, CO 80206 or by calling 888-267-1456 or sending an email to investorrelations@forumig.com.

Future Meetings; Shareholder Proposals

The Fund is generally not required to hold annual meetings of shareholders, and the Fund generally does not hold a meeting of shareholders in any year unless certain specified shareholder actions such as election of trustees or approval of a new advisory agreement are required to be taken under the Investment Company Act or the Fund’s Declaration of Trust and Bylaws. As such, the Fund has no policy regarding Board members' attendance at annual meetings of security holders. By observing this practice, the Fund seeks to avoid the expenses customarily incurred in the preparation of proxy material and the holding of shareholder meetings. A shareholder desiring to submit a proposal intended to be presented at any meeting of shareholders of the Fund hereafter called should send the proposal to the Secretary of the Fund at the Fund’s principal offices within a reasonable time before the solicitation of the proxies for such meeting. Shareholders who wish to recommend a nominee for election to the Board may do so by submitting the appropriate information about the candidate to the Fund’s Secretary. The mere submission of a proposal by a shareholder does not guarantee that such proposal will be included in the proxy statement because certain rules under the federal securities laws must be complied with before inclusion of the proposal is required. Also, the submission does not mean that the proposal will be presented at the meeting. For a shareholder proposal to be considered at a shareholder meeting, it must be a proper matter for consideration under Delaware law.

ATTACHMENT A

SUB-ADVISORY
AGREEMENT

THIS AGREEMENT (the “Agreement”) made as of this [ ] day of [ ], 2025 by and between Forum Capital Advisors LLC, a Delaware limited liability company with its principal place of business at 240 Saint Paul Street, Suite 400, Denver, CO 80206 (the “Adviser”), and Nuveen Asset Management, LLC, a Delaware limited liability company with its principal place of business at 333 West Wacker Drive, Chicago, IL 60606 (the “Sub-Adviser”).

WITNESSETH:

WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”);

WHEREAS, the Adviser has entered into an Amended and Restated Investment Management Agreement dated August 1, 2022 (the “Management Agreement”) with Forum Real Estate Income Fund (the “Fund”), a Delaware statutory trust;

WHEREAS, pursuant to Section 11 of the Management Agreement and subject to the approval, direction and control of the Fund’s Board of Trustees (the “Board” or the “Trustees”), the Adviser may carry out any of its obligations under the Management Agreement by employing one or more Sub-Advisers who are registered as investment advisers pursuant to the Advisers Act;

WHEREAS, the Sub-Adviser is a registered investment adviser under the Advisers Act, and engages in the business of providing investment management services to a wide variety of clients, including registered investment companies and unregistered pooled investment vehicles;

WHEREAS, the Adviser, subject to the approval of the Board desires to retain the Sub-Adviser to render non-discretionary investment recommendations and other services to the Fund, in the manner and on the terms hereinafter set forth; and

WHEREAS, the Sub-Adviser is willing to furnish such services to the Adviser and the Fund.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the sufficiency of which is hereby acknowledged, and each of the parties hereto intending to be legally bound, it is agreed as follows:

The Adviser shall also oversee the Sub-Adviser’s provision of services under this Agreement.

This Agreement may be terminated immediately in the event of breach of Section 9 - Confidentiality of this Agreement, in the event of its assignment, or in the event of a termination of the Advisory Agreement with the Fund. As used in this Section 8, the terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to such exceptions as may be granted by the SEC under the 1940 Act or any rules or interpretations of the SEC or its staff thereunder. For absence of doubt, the parties acknowledge that the Adviser may transfer, assign, convey and delegate its rights and obligations under this Agreement to a wholly-owned subsidiary or other affiliate of the Adviser if and to the extent that such transfer, assignment, conveyance and delegation would not result in an actual change of control or management, and that, in accordance with Rule 2a-6 under the 1940 Act, such transfer, assignment, conveyance and delegation would not constitute an “assignment” for purposes of this Section 8.

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SCHEDULE A

FEES

EXHIBIT A

INVESTMENT OBJECTIVE AND PORTFOLIO PARAMETERS

Investment Objective

The Investment Strategy seeks to achieve a high level of income by investing in a portfolio of real estate debt securities.

Portfolio Parameters

EXHIBIT B

FORUM REAL ESTATE INCOME FUND
AUDIT COMMITTEE CHARTER

The Audit Committee of Forum Real Estate Income Fund (the “Fund”) shall consist of a minimum of two Trustees of the Fund, appointed by the Board of Trustees of the Fund:

The Board of Trustees shall determine (i) annually if simultaneous service on the audit committees of more than three public companies by a member of the Audit Committee would not impair the ability of such member to effectively serve on the Audit Committee and (ii) biennially whether any member of the Audit Committee is an “audit committee financial expert,” as defined in Item 3 of Form N-CSR.

The Board expects each Audit Committee member to attend at least one educational session covering audit-related topics per year.

The purposes of the Audit Committee are:

The Committee will also function as the Trust’s Qualified Legal Compliance Committee pursuant to the Fund’s Qualified Legal Compliance Committee Policy and Procedures.

The function of the Audit Committee is oversight; it is management’s responsibility to maintain appropriate systems for accounting and internal control over financial reporting, and the independent accountants’ responsibility to plan and carry out a proper audit. Specifically, Fund management is responsible for: (1) preparation, presentation and integrity of the Fund’s financial statements; (2) maintenance of appropriate accounting and financial reporting principles and policies; (3) maintenance of internal control over financial reporting and other procedures designed to assure compliance with accounting standards and related laws and regulations; and (4) maintenance of procedures for the reporting to the Audit Committee of material findings by any department of Forum Capital Advisors LLC (the “Investment Adviser”) relating to the financial condition of the Fund. The independent accountants are responsible for planning and carrying out an audit consistent with applicable legal and professional standards and terms of their engagement letter. The independent accountants are accountable to the Board of Trustees and the Audit Committee, as representatives of the shareholders. The Audit Committee and the Board of Trustees have the ultimate authority and responsibility to retain and terminate the Fund’s independent accountants (subject, if applicable, to shareholder ratification). Nothing in this Charter shall be construed to reduce the responsibilities or liabilities of the Fund’s service providers, including the independent accountants.

The review of a Fund’s financial statements by the Audit Committee is not an audit, nor does the Committee’s review substitute for the responsibilities of the Fund’s management for preparing, or the independent accountants for auditing, the financial statements. In fulfilling their responsibilities hereunder, it is recognized that members of the Audit Committee are not full-time employees of the Fund or management and, in serving on this Committee, are not, and do not hold themselves out to be, acting as accountants or auditors. As such, it is not the responsibility of the Committee or its members to conduct audits, to determine that the financial statements are complete and accurate and are in accordance with generally accepted accounting principles, to conduct “field work” or other types of auditing or accounting reviews or procedures.

In discharging their duties, the members of the Audit Committee are entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) one or more officers of the Fund whom the Trustee reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants, or other persons as to matters the Trustee reasonably believes are within the person’s professional or expert competence; (3) a Board committee of which the Trustee is not a member; and (4) representations made by management as to any information technology and other non- audit services provided by the independent accountants to the Fund. “Management” means the Fund’s investment adviser or administrator, acting through its officers and employees, not the Fund’s officers as such.

To carry out its purposes, the Audit Committee shall have the following duties and powers:

To the extent permitted by the Fund’s Declaration of Trust and By-laws, the Audit Committee may delegate any portion of its authority, including the authority to grant pre-approvals of audit and permitted non-audit services, to a subcommittee of one or more members in accordance with pre-approval policies and procedures developed by the Committee. Any decisions of the subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next regularly scheduled meeting.

The Audit Committee shall have the resources and authority appropriate to discharge its responsibilities, including appropriate funding, as determined by the Committee, for payment of compensation to the Fund’s independent accountants or any other accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit review or attest services for the Fund, the authority to retain and compensate independent counsel and other advisers as the Committee deems necessary, and the appropriate resources, as the Committee deems necessary, to pay for ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.

The Audit Committee shall regularly meet, in separate executive sessions, with representatives of Fund management and the Fund’s independent accountants. The Committee may also request to meet with internal legal counsel and compliance personnel of the Fund’s investment adviser or administrator and with entities that provide significant accounting or administrative services to the Fund to discuss matters relating to the Fund’s accounting and compliance as well as other Fund-related matters.

The majority of the members of the Committee will constitute a quorum for the transaction of business, and an act of a majority of the members of the Committee present at a meeting at which there is a quorum will be an act of the Committee. The Committee may take action by unanimous written consent in lieu of a meeting.

Adopted: August 25, 2022

EXHIBIT C

FORUM REAL ESTATE INCOME FUND

NOMINATING AND CORPORATE
GOVERNANCE COMMITTEE CHARTER

CHARTER

The Nominating and Governance Committee (the “Committee”) of Forum Real Estate Income Fund (the “Fund”) shall be composed solely of members of the Board of Trustees of the Fund (“Board”) who are not “interested persons” of the Fund (“Independent Trustees”), as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (“1940 Act”) and the rules thereunder. The Governance Committee shall consist of at least three Independent Trustees selected by the Board.

The primary purposes of the Committee are to consider and evaluate the structure, composition and operation of the Board, to evaluate and recommend individuals to serve on the Board, and to consider and make recommendations relating to the compensation of Independent Trustees.

The responsibilities of the Committee of the Fund include:

From time to time, an Independent Trustee may be asked to serve on the board of a company or investment vehicle or may otherwise have an opportunity to be involved in the financial services industry or with a company or group that is involved with the financial services industry. Subject to confidentiality considerations, such Trustee will notify the Chair of the Committee and Independent Trustees’ counsel as promptly as possible if any of these situations should arise. The Committee Chair will work with counsel to coordinate appropriate communications with management, the Board Chair and the Committee. At the conclusion of this process (and during the process, as appropriate), the Committee Chair will communicate with the Trustee. For purposes of this paragraph, “involvement with the financial services industry” includes any public pronouncements (whether written or oral) pertaining to any aspect of the industry (including, but not limited to, investments, fees, administrative matters and governance practices).

Independent Trustees should refrain from all communications with the media or otherwise relating to the Board, the Fund, and the Fund’s investment adviser (or its affiliates). Trustees should refer all communications to the Board Chair or counsel to the Independent Trustees. “Communications” for purposes of this paragraph means all forms of communications (written or oral) and includes, but is not limited to, interactions with the media, professional or academic publications and organizations and/or all forms of social media. Only the Board and Nominating and Governance Committee Chairs can make exceptions to this policy, after consulting with counsel to the Independent Trustees.

The Committee shall meet on a regular basis and at least annually and is empowered to hold special meetings as circumstances require.

The majority of the members of the Committee will constitute a quorum for the transaction of business, and an act of a majority of the members of the Committee present at a meeting at which there is a quorum will be an act of the Committee. The Committee may take action by unanimous written consent in lieu of a meeting.

Adopted: August 25, 2022

EXHIBIT D

Form of Proxy Card

FORUM REAL ESTATE INCOME FUND

PO Box 43131

Providence, RI 02940-3131

	EASY VOTING OPTIONS:
		VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours
		VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours
		VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope
		VIRTUAL MEETING at the following website: www.meetnow.global/MN2QFRN on June 20, 2025 at 10:00 a.m. Mountain Time. To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

Please detach at perforation before mailing.

PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON June 20, 2025

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. The undersigned hereby appoints Jay Miller and Elizabeth Ryan, and each of them, attorneys and proxies for the undersigned, with full power of substitution and revocation, to represent the undersigned and to vote on behalf of the undersigned all shares of Forum Real Estate Income Fund (the “Fund”), a Delaware statutory trust, which the undersigned is entitled to vote at the Special Meeting of Shareholders of the Fund (the “Special Meeting”) to be held in a virtual-only format at the following website: www.meetnow.global/MN2QFRN, on June 20, 2025, at 10:00 a.m. Mountain Time, and at any and all adjournments or postponements thereof as indicated on the reverse side. To participate in the Special Meeting enter the 14-digit control number from the shaded box on this card when prompted on the website. The undersigned hereby acknowledges receipt of the Notice of Special Meeting and the accompanying proxy statement and hereby instructs said attorneys and proxies to vote his, her or its shares as indicated hereon. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Special Meeting.

This proxy, if properly executed, will be voted in the manner directed by the shareholder. If no direction is made, this proxy will be voted “FOR” Proposal 1 and “FOR” each nominee for trustee and in the discretion of the proxies upon such other business as may properly come before the Special Meeting.

FOR_34492_042225

PLEASE MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the

Special Meeting of Shareholder to be held virtually on June 20, 2025. The virtual meeting will be accessible at the following link:

www.meetnow.global/MN2QFRN.

The Notice of Special Meeting, Proxy Statement and Proxy Card are available at:

https://www.proxy-direct.com/for-34492

Please detach at perforation before mailing.

If no specific instructions are provided, this proxy will be voted “FOR” Proposal 1 and “FOR” each nominee for trustee and in the discretion of the proxies upon such other business as may properly come before the Special Meeting.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒

Proposals         THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 1 AND “FOR” EACH NOMINEE FOR TRUSTEE.

3.       Any other business that may properly come before the Special Meeting or any postponement or adjournment of the Special Meeting.

Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below

Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title of such representation under the signature.