Introduction
Principal Real Estate is a leading real estate investment management firm whose
capabilities encompass an extensive range of investments, including private real estate
equity, private real estate debt, public real estate debt, public real estate equity
securities, and public equity infrastructure securities, in both domestic and select
international markets. Principal Real Estate,, is an indirect wholly owned subsidiary of
Principal Financial Group, Inc. (NASDAQ: PFG).
Principal Real Estate’s Services
Principal Real Estate provides investment advisory services concerning private real
estate equity, private real estate debt, public real estate debt securities (such as
commercial mortgage-backed securities), and public real estate equity securities
(issued by real estate investment trusts and other companies involved in the
commercial real estate business) to institutional investors, high net worth individuals,
and individuals. Principal Real Estate also provides these same investment advisory
services for global listed infrastructure securities issued by publicly traded
infrastructure companies. Advice on these strategies is provided in both separate
account arrangements and commingled funds.
Principal Real Estate generally provides continuous investment advice based on the
defined investment strategies, objectives, and policies of its clients. This arrangement
is documented through an investment management agreement, which incorporates
investment management restrictions and guidelines developed in consultation with
each client, as well as any additional services required by the client. These restrictions
and guidelines customarily impose limitations on the investments that may be made
and the percentage of account assets that may be invested in certain types of
instruments. Clients may also choose to restrict investments in specific investments or
groups of investments for social, environmental, or other reasons. Principal Real
Estate also provides certain non-discretionary services to clients, such as model
portfolios.
Prospective clients or investors may also purchase our services indirectly by
purchasing interests in Principal sponsored mutual funds or other commingled
vehicles advised or sub-advised by Principal Real Estate or an affiliate (e.g., private
funds, collective investment trusts, exchange-traded funds (“ETFs”), or open-end or
closed-end investment companies) rather than establishing a direct relationship
through an investment management agreement. Clients or investors should consider
the features of these options and their own specific needs and circumstances when
determining the most suitable investment and should carefully review the offering
documents of these investment vehicles to understand the investment objectives,
strategies, and risks of each vehicle.
For our private funds, investment advice is provided directly to the funds, subject to the
discretion and control of the funds’ general partners (or analogous party), and not to
investors in the fund based upon their individual needs.
Fund investors may have conflicting investment, tax, and other interests with respect to
their investments in the fund.
Consequently, conflicts of interest may arise in connection with decisions made by
Principal Real Estate that may be more beneficial for one investor than for another
investor, especially with respect to investors’ individual tax situations. In selecting and
structuring investments appropriate for a private fund, Principal Real Estate, and the
private fund’s general partner (or analogous party) will consider the investment and tax
objectives of the applicable private fund, not the investment, tax, or other objectives of any
investor individually.
Principal Real Estate from time to time enters into side letter arrangements with certain
investors in private funds. Side letters provide such investors with different or preferential
rights or terms of the private fund. Such differences and preferences may include but are
not limited to different fund fee structures; other preferential economic rights;
information rights; waiver of certain confidentiality obligations; co-investment rights;
redemption; certain rights or terms necessary in light of particular legal, regulatory or
policy requirements of a particular investor; additional obligations and restrictions with
respect to structuring particular investments in light of the legal and regulatory
considerations applicable to a particular investor; or preferential liquidity or transfer rights.
Except as otherwise agreed with an investor or otherwise set out in the private fund’s
organizational documents, Principal Real Estate and its affiliates are not required to
disclose the terms of side letter arrangements with other investors in the same private
fund.
The organizational documents of a private fund establish complex arrangements among
the funds, Principal Real Estate, investors, and other relevant parties. From time to time,
questions may arise regarding certain parties’ rights and obligations in certain situations,
some of which may not have been contemplated upon the negotiation and execution of
such documents. In some instances, the operative provisions of the organizational
documents, if any, may be broad, silent on relevant provisions, conflicting, ambiguous,
and vague, and may allow for multiple reasonable interpretations. While Principal Real
Estate will construe the relevant provisions in good faith and in a manner consistent with
its fiduciary duty to the fund and legal obligations, the interpretations used may not be
the most favorable to the private fund investors.
Services required by Principal Real Estate’s private funds may, for certain reasons
including efficiency and economic considerations, be outsourced in whole or in part to
third parties, in each case in the discretion of Principal Real Estate or their general
partners (or analogous parties). Principal Real Estate and its affiliates have an incentive to
outsource such services at the expense of the private funds to, among other things,
leverage
the use of Principal Real Estate’s personnel. Such services may include, without
limitation, property management; investor reporting; private fund administration and
accounting; custodial; valuation; and legal. Outsourcing may not occur universally for all
private funds and, accordingly, certain costs may be incurred by one private fund for a
third-party service provider that are not incurred for comparable services by other private
funds.
Generally, each private fund has established an advisory board, consisting of
representatives of investors. A conflict of interest exists when some, but not all, investors
are permitted to designate a member to the advisory board. The advisory board may also
have the ability to approve conflicts of interests with respect to Principal Real Estate and
the private fund, which could be disadvantageous to the investors, including those
investors who do not designate a member to the advisory board. Representatives of the
advisory board may have various business and other relationships with the adviser and its
partners, employees, and affiliates. These relationships may influence the decisions made
by such members of the advisory board.
The private funds from time to time co-invest with third parties through partnerships, joint
ventures, or other similar entities or arrangements. These investments may involve risks
that would not otherwise be present in investments where a third party is not involved.
Such risks include, among other things, the possibility that the third party may have
differing economic or business goals than those of the private fund, or that the third party
may be in a position to take actions that are inconsistent with the investment objectives of
the private fund. There may also be instances where the private fund will be liable for the
actions of such third-party co-investors. There can be no assurance that the return of a
private fund participating in a transaction with a third party would be equal to and not less
favorable as it would have been had such conflict not existed.
Separately Managed Accounts (SMA) / Wrap Fee Programs/Directed Brokerage
Principal Real Estate provides investment advisory services to a variety of managed account
programs, including separately managed accounts or wrap fee programs, unified managed
account programs, and model portfolio programs (collectively, “Managed Accounts”).
There are several different types of Managed Account programs offered by third-party
broker-dealers, banks, or other investment advisers affiliated with broker-dealers (“Program
Sponsors”). In discretionary Managed Account programs, Principal Real Estate is responsible
for implementing its investment recommendations. Principal Real Estate may handle the
placement of trades for certain accounts with brokers other than the Program Sponsor or its
affiliate(s) (e.g., through “step outs”), but typically, the majority of trades will be directed to
the Program Sponsor or its affiliate(s) for execution. In “Model-Delivery” Managed Account
programs, Principal Real Estate is retained by the Program Sponsor to provide non-
discretionary research and portfolio recommendations that are not tailored to any program
participant. The Program Sponsor has discretion to accept, modify, or reject Principal Real
Estate’s recommendations and assumes the responsibility for implementing transactions for
Managed Accounts. Principal Real Estate generally does not have information regarding
participants in Model-Delivery Managed Accounts.
Generally, for Managed Accounts comprised of ERISA plan clients, Principal Real Estate's
services are ordinarily described in the ERISA plan client’s contract with the Program
Sponsor and/or in the Program Sponsor’s program brochure.
Services Provided to Non-US Clients
Principal Real Estate may also act as an investment adviser and may conduct marketing
activity with respect to clients and prospective clients domiciled in foreign jurisdictions. In
some instances, Principal Real Estate may do so without maintaining regulatory licenses or
registrations in those jurisdictions, to the extent permitted by applicable law. Clients and
prospective clients in such jurisdictions should consider whether the regulatory framework
of their own jurisdiction imposes restrictions upon them regarding hiring an investment
adviser that does not hold local regulatory licenses or registrations. Clients and prospective
clients should also consider whether the regulatory framework to which Principal Real
Estate is subject provides sufficient protections, given that Principal Real Estate may not be
subject to the regulatory framework with which they are familiar in their own jurisdiction.
Global Asset Management
Principal Real Estate may utilize services from, and provide services to, our U.S. affiliates and
non-U.S. affiliates. These services may include investment advisory services, client relations,
investment monitoring, accounting administration, investment research, and trading. To
facilitate this collaboration, Principal Real Estate has entered into sub-advisory agreements,
intercompany agreements, and “participating affiliate” arrangements with certain non-U.S.
affiliates. Each U.S. affiliate is registered with the U.S. Securities and Exchange Commission
(“SEC”) and each non-US affiliate is registered with the appropriate respective regulators in
their home jurisdictions. Under the participating affiliate arrangements, certain employees
of Principal Real Estate’s non-U.S. affiliates serve as “associated persons” of Principal Real
Estate when providing certain of these services, including placing orders for clients; or
providing asset management, research, and real estate property acquisition and disposition
services for private real estate equity commingled funds and individually managed accounts.
In this capacity, these employees are subject to Principal Real Estate’s oversight and
supervision.
Assets Under Management
Principal Real Estate managed $71,826,000,416 in discretionary assets and
$22,087,366,911 in non- discretionary assets as of December 31, 2023.