UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811-22742

PRINCIPAL REAL ESTATE INCOME FUND
(Exact name of registrant as specified in charter)

1290 Broadway, Suite 1100, Denver, Colorado 80203
(Address of principal executive offices) (Zip code)

Andrea E. Kuchli
Principal Real Estate Income Fund
1290 Broadway, Suite 1100
Denver, Colorado 80203
(Name and address of agent for service)

Registrant's telephone number, including area code: (303) 623-2577

Date of fiscal year end: October 31

Date of reporting period: January 31, 2017

Item 1 – Schedule of Investments.
 
PRINCIPAL REAL ESTATE INCOME FUND
 
STATEMENT OF INVESTMENTS
 
January 31, 2017 (Unaudited)
 
    
Shares
   
Value
(Note 2)
 
COMMON STOCKS (48.87%)
 
Computer Software (0.48%)
 
InterXion Holding N.V.(a)
   
16,400
   
$
630,252
 
                 
Real Estate Management/Services (3.18%)
 
Aeon Mall Co., Ltd.
   
16,700
     
242,417
 
Atrium European Real Estate, Ltd.
   
96,100
     
402,511
 
Charter Hall Group
   
95,000
     
338,626
 
Citycon OYJ
   
464,193
     
1,153,525
 
Deutsche Wohnen AG
   
24,571
     
799,446
 
Mitsubishi Estate Co., Ltd.
   
35,000
     
670,335
 
Sponda OYJ
   
120,631
     
548,492
 
             
4,155,352
 
Real Estate Operation/Development (4.45%)
 
ADO Properties SA(b)(c)
   
13,197
     
471,477
 
Croesus Retail Trust
   
2,282,730
     
1,384,847
 
Inmobiliaria Colonial SA
   
60,000
     
440,177
 
Mitsui Fudosan Co., Ltd.
   
61,000
     
1,413,573
 
New World Development Co., Ltd.
   
631,000
     
731,934
 
Propertylink Group(c)
   
600,000
     
348,106
 
TLG Immobilien AG
   
12,000
     
227,731
 
Tokyo Tatemono Co., Ltd.
   
59,000
     
782,765
 
             
5,800,610
 
REITS-Apartments (2.58%)
 
Apartment Investment & Management Co., Class A
   
19,700
     
868,179
 
Colony Starwood Homes
   
2,529
     
79,537
 
Essex Property Trust, Inc.
   
8,600
     
1,928,980
 
Independence Realty Trust, Inc.
   
13,424
     
123,904
 
Japan Rental Housing Investments, Inc.
   
500
     
365,778
 
             
3,366,378
 
REITS-Diversified (11.58%)
 
Altarea SCA
   
8,469
     
1,600,816
 
American Tower Corp.
   
2,500
     
258,750
 
CoreSite Realty Corp.
   
1,800
     
155,034
 
Crombie Real Estate Investment Trust
   
21,015
     
217,539
 
Crown Castle International Corp.
   
19,000
     
1,668,770
 
Dexus Property Group
   
210,000
     
1,430,191
 
Duke Realty Corp.
   
23,700
     
576,621
 
Empiric Student Property PLC
   
150,000
     
203,796
 
EPR Properties
   
8,400
     
621,348
 
Equinix, Inc.
   
2,100
     
808,458
 
Frasers Logistics & Industrial Trust(c)
   
786,387
     
524,500
 
Invesco Office J-REIT, Inc.
   
250
     
219,865
 
Liberty Property Trust
   
12,200
     
468,358
 
Londonmetric Property PLC
   
145,000
     
269,237
 
Mapletree Commercial Trust
   
139,600
     
151,551
 
Merlin Properties Socimi SA
   
50,000
     
558,912
 
Mirvac Group
   
443,000
     
682,022
 
Nomura Real Estate Master Fund, Inc.
   
250
     
389,469
 
Secure Income REIT PLC
   
15,401
     
61,514
 
Segro PLC
   
80,187
     
465,540
 
Sekisui House REIT, Inc.
   
307
     
413,285
 
Spring Real Estate Investment Trust
   
2,870,000
     
1,161,479
 
STAG Industrial, Inc.
   
46,318
     
1,071,798
 
Stockland
   
180,100
     
594,157
 
Viva Energy REIT
   
310,137
     
529,218
 
             
15,102,228
 
 

      
Shares
   
Value
(Note 2)
 
REITS-Health Care (2.90%)
 
Care Capital Properties, Inc.
   
35,000
   
$
864,850
 
Physicians Realty Trust
   
24,000
     
445,200
 
Sabra Health Care REIT, Inc.
   
29,500
     
749,300
 
Senior Housing Properties Trust
   
69,430
     
1,322,641
 
Welltower, Inc.
   
6,072
     
402,574
 
             
3,784,565
 
REITS-Hotels (1.90%)
 
Hoshino Resorts REIT, Inc.
   
30
     
160,216
 
Hospitality Properties Trust
   
25,600
     
796,928
 
Hospitality Property Fund Ltd., Class B
   
110,000
     
112,082
 
Japan Hotel REIT Investment Corp.
   
700
     
491,630
 
Sunstone Hotel Investors, Inc.
   
62,000
     
912,640
 
             
2,473,496
 
REITS-Manufactured Homes (1.15%)
 
Sun Communities, Inc.
   
19,083
     
1,502,977
 
                 
REITS-Mortgage (0.25%)
 
CYS Investments, Inc.
   
43,100
     
326,267
 
                 
REITS-Office Property (5.25%)
 
Alexandria Real Estate Equities, Inc.
   
11,000
     
1,219,020
 
alstria office REIT-AG
   
20,000
     
249,689
 
Brandywine Realty Trust
   
38,100
     
613,410
 
Champion REIT
   
405,000
     
219,232
 
City Office REIT, Inc.
   
98,278
     
1,237,320
 
Corporate Office Properties Trust
   
10,882
     
346,265
 
Investa Office Fund
   
220,000
     
750,816
 
Kilroy Realty Corp.
   
13,500
     
1,010,475
 
SL Green Realty Corp.
   
6,400
     
697,408
 
Viva Industrial Trust
   
939,500
     
509,964
 
             
6,853,599
 
REITS-Regional Malls (3.58%)
 
GGP, Inc.
   
35,000
     
869,400
 
Simon Property Group, Inc.
   
20,700
     
3,804,039
 
             
4,673,439
 
REITS-Shopping Centers (4.20%)
 
Aventus Retail Property Fund, Ltd.
   
95,000
     
167,872
 
Equity One, Inc.
   
11,000
     
343,090
 
Fortune Real Estate Investment Trust
   
587,000
     
680,895
 
Kenedix Retail REIT Corp.
   
418
     
1,007,332
 
Kite Realty Group Trust
   
28,000
     
672,560
 
NewRiver REIT PLC
   
149,000
     
588,568
 
Ramco-Gershenson Properties Trust
   
18,400
     
299,184
 
Scentre Group
   
165,000
     
550,599
 
Vastned Retail N.V.
   
31,600
     
1,165,444
 
             
5,475,544
 
REITS-Single Tenant (2.23%)
 
Agree Realty Corp.
   
11,034
     
517,495
 
Spirit Realty Capital, Inc.
   
118,000
     
1,241,360
 
STORE Capital Corp.
   
48,881
     
1,156,524
 
             
2,915,379
 
REITS-Storage/Warehousing (2.03%)
 
CubeSmart
   
22,000
     
552,860
 
Extra Space Storage, Inc.
   
10,200
     
734,910
 
National Storage Affiliates Trust
   
49,545
     
1,102,376
 
Safestore Holdings PLC
   
56,000
     
260,728
 
             
2,650,874
 
 

    
Shares
   
Value
(Note 2)
 
REITS-Warehouse/Industrials (3.11%)
 
Granite Real Estate Investment Trust
   
8,000
   
$
272,845
 
Japan Logistics Fund, Inc.
   
115
     
242,609
 
PLA Administradora Industrial S de RL de CV
   
645,000
     
882,744
 
Prologis Property Mexico SA de CV
   
120,000
     
165,325
 
Prologis, Inc.
   
24,000
     
1,172,400
 
Terreno Realty Corp.
   
17,000
     
462,230
 
WPT Industrial Real Estate Investment Trust
   
72,800
     
860,496
 
             
4,058,649
 
TOTAL COMMON STOCKS
         
(Cost $61,127,950)
     
63,769,609
 
 
       
Maturity
 
Principal
   
Value
 
     
Rate
Date
 
Amount
   
(Note 2)
 
COMMERCIAL MORTGAGE BACKED SECURITIES (93.16%)
 
Commercial Mortgage Backed Securities-Subordinated (41.90%)
 
Bank of America Commercial Mortgage Trust, Series 2016-UBS10(b)
   
3.000
%
06/15/49
 
$
3,500,000
   
$
2,475,630
 
CFCRE Commercial Mortgage Trust 2016-C3(b)(d)
   
3.052
%
01/10/26
   
5,484,000
     
4,004,157
 
CFCRE Commercial Mortgage Trust 2016-C7(b)
   
4.443
%
12/10/26
   
1,500,000
     
1,218,927
 
Commercial Mortgage Pass Through Certificates,
Series 2014-CR14(b)(d)
   
3.496
%
01/10/24
   
2,000,000
     
1,257,927
 
Commercial Mortgage Trust, Series 2013-CCRE11(b)(d)
   
4.371
%
10/10/23
   
5,108,000
     
3,755,187
 
Commercial Mortgage Trust, Series 2014-CCRE17(b)(d)
   
4.299
%
05/10/24
   
6,000,000
     
3,696,822
 
Commercial Mortgage Trust, Series 2014-UBS5(b)
   
3.495
%
09/10/24
   
4,250,000
     
3,244,218
 
CSAIL Commercial Mortgage Trust, Series 2015-C4(d)
   
3.584
%
11/11/48
   
5,000,000
     
3,571,556
 
Goldman Sachs Mortgage Securities Trust, Series 2013-GC13(b)(d)
   
4.066
%
07/10/23
   
3,000,000
     
2,772,573
 
Goldman Sachs Mortgage Securities Trust, Series 2013-GC16(b)(d)
   
5.320
%
11/10/46
   
2,342,405
     
2,251,115
 
Goldman Sachs Mortgage Securities Trust, Series 2014-GC22(b)
   
3.582
%
06/10/47
   
2,840,000
     
1,746,449
 
JPMBB Commercial Mortgage Securities Trust, Series 2013-C15(b)
   
3.500
%
10/15/23
   
2,500,000
     
1,792,449
 
JPMorgan Chase Commercial Mortgage Securities Trust,
Series 2006-CIBC16
   
5.623
%
05/12/45
   
2,176,282
     
1,876,706
 
JPMorgan Chase Commercial Mortgage Securities Trust,
Series 2013-C16(b)(d)
   
4.975
%
11/15/23
   
2,117,483
     
2,055,210
 
Merrill Lynch Mortgage Trust, Series 2006-C1(d)
   
5.657
%
05/12/39
   
9,000,000
     
7,119,000
 
Merrill Lynch-CFC Commercial Mortgage Trust, Series 2006-2(b)(d)
   
5.643
%
06/12/46
   
62,922
     
62,778
 
Merrill Lynch-CFC Commercial Mortgage Trust, Series 2006-3(d)
   
5.554
%
04/01/17
   
2,500,000
     
2,396,439
 
Morgan Stanley Bank of America Merrill Lynch Trust,
Series 2013-C8(b)(d)
   
4.062
%
02/15/23
   
3,000,000
     
2,732,772
 
Morgan Stanley Capital I Trust, Series 2016-UB11E(b)(d)
   
2.709
%
08/15/26
   
5,000,000
     
2,732,507
 
Wells Fargo Commercial Mortgage Trust, Series 2015-NXS1(d)
   
4.104
%
05/15/48
   
3,440,000
     
2,850,417
 
Wells Fargo Commercial Mortgage Trust, Series 2015-NXS3(b)
   
3.153
%
09/15/57
   
1,500,000
     
1,052,055
 
                       
54,664,894
 
 

       
Maturity
 
Principal
   
Value
 
   
Rate
Date
 
Amount
   
(Note 2)
 
Commercial Mortgage Backed Securities-Other (51.26%)
 
Bank of America Commercial Mortgage Trust, Series 2008-1(d)
   
6.280
%
01/10/18
 
$
2,500,000
   
$
2,501,065
 
CD Commercial Mortgage Trust, Series 2007-CD4(d)
   
5.398
%
12/11/49
   
9,529,726
     
8,624,402
 
Credit Suisse Commercial Mortgage Trust, Series 2006-C4(d)
   
5.538
%
09/15/39
   
3,542,265
     
3,530,477
 
Credit Suisse Commercial Mortgage Trust, Series 2007-C1
   
5.416
%
02/15/40
   
8,684,857
     
8,667,576
 
FHLMC Multifamily Structured Pass Through Certificates,
Series 2011-KAIV(d)(e)
   
3.615
%
06/25/41
   
9,000,000
     
1,224,400
 
FHLMC Multifamily Structured Pass Through Certificates,
Series 2012-K052(d)(e)
   
1.611
%
01/25/26
   
9,690,000
     
1,048,621
 
FHLMC Multifamily Structured Pass Through Certificates,
Series 2012-K706(d)(e)
   
1.904
%
12/25/18
   
59,523,999
     
1,942,101
 
FHLMC Multifamily Structured Pass Through Certificates,
Series 2012-K707(d)(e)
   
1.806
%
01/25/19
   
27,555,000
     
850,121
 
FHLMC Multifamily Structured Pass Through Certificates,
Series 2012-K709(d)(e)
   
1.700
%
04/25/40
   
30,601,130
     
1,025,964
 
FHLMC Multifamily Structured Pass Through Certificates,
Series 2012-K710(d)(e)
   
1.662
%
06/25/42
   
27,830,000
     
951,761
 
Greenwich Capital Commercial Funding Corp. Commercial Mortgage Trust, Series 2007-GG9(d)
   
5.505
%
02/10/17
   
7,500,000
     
7,166,203
 
JPMBB Commercial Mortgage Securities Trust,
Series 2014-C21(b)(d)
   
3.900
%
07/15/24
   
12,747,500
     
8,511,427
 
JPMorgan Chase Commercial Mortgage Securities Trust,
Series 2006-CIBC17(d)
   
5.489
%
12/12/43
   
3,730,312
     
1,615,747
 
JPMorgan Chase Commercial Mortgage Securities Trust,
Series 2007-CIBC19(d)
   
5.734
%
05/12/17
   
3,500,000
     
2,847,943
 
JPMorgan Chase Commercial Mortgage Securities Trust,
Series 2013-C15(b)(d)(e)
   
1.485
%
10/15/23
   
11,500,000
     
910,123
 
LB-CMT Commercial Mortgage Trust, Series 2007-C3(d)
   
5.918
%
06/15/17
   
1,000,000
     
982,039
 
LB-UBS Commercial Mortgage Trust, Series 2006-C7
   
5.407
%
11/15/38
   
1,323,867
     
1,022,592
 
Morgan Stanley Bank of America Merrill Lynch Trust,
Series 2015-C20(b)(d)(e)
   
1.612
%
02/15/25
   
23,967,000
     
2,263,810
 
Morgan Stanley Capital I Trust, Series 2016-UB11XE(b)(d)(e)
   
1.500
%
08/15/26
   
13,495,500
     
1,355,148
 
Wachovia Bank Commercial Mortgage Trust, Series 2006-C29(d)
   
5.368
%
11/18/48
   
4,772,799
     
4,769,962
 
Wachovia Bank Commercial Mortgage Trust, Series 2007-C30(d)
   
5.413
%
12/15/43
   
5,000,000
     
5,069,128
 
                       
66,880,610
 
                           
TOTAL COMMERCIAL MORTGAGE BACKED SECURITIES
 
(Cost $124,094,010)
     
121,545,504
 
 
   
7-Day Yield
   
Shares
   
Value
(Note 2)
 
SHORT TERM INVESTMENTS (3.23%)
 
State Street Institutional Treasury Plus Money Market Fund
   
0.420
%
   
4,210,422
     
4,210,422
 
                         
TOTAL SHORT TERM INVESTMENTS
         
(Cost $4,210,422)
                   
4,210,422
 
 

    
Value
(Note 2)
 
TOTAL INVESTMENTS (145.26%)
     
(Cost $189,432,382)
 
$
189,525,535
 
         
Liabilities in Excess of Other Assets (-45.26%)
   
(59,050,790
)
NET ASSETS (100.00%)
 
$
130,474,745
 
 
(a)
Non-income producing security.
(b)
Security exempt from registration under Rule 144A of the Securities Act of 1933. Such securities may normally be sold to qualified institutional buyers in transactions exempt from registration. The total value of Rule 144A securities amounts $50,362,761, which represents approximately 38.60% of net assets as of January 31, 2017.
(c)
Securities were purchased pursuant to Regulation S under the Securities Act of 1933, which exempts securities offered and sold outside of the United States from registration.  Such securities cannot be sold in the United States without either an effective registration statement filed pursuant to the Securities Act of 1933, or pursuant to an exemption from registration. As of January 31, 2017, the aggregate market value of those securities was $1,344,083, representing 1.03% of net assets.
(d)
Interest rate will change at a future date. Interest rate shown reflects the rate in effect at January 31, 2017.
(e)
Interest only security.

See Notes to Quarterly Statement of Investments.

PRINCIPAL REAL ESTATE INCOME FUND
Notes to Quarterly Statement of Investments
January 31, 2017 (Unaudited)
 
NOTE 1. ORGANIZATION
 
Principal Real Estate Income Fund (the ‘‘Fund’’) is a Delaware statutory trust registered as a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the ‘‘1940 Act’’). The Fund’s investment objective is to seek to provide high current income, with capital appreciation as a secondary investment objective, by investing in commercial real estate-related securities.
 
Investing in the Fund involves risks, including exposure to below-investment grade investments. The Fund’s net asset value will vary and its distribution rate may vary and both may be affected by numerous factors, including changes in the market spread over a specified benchmark, market interest rates and performance of the broader equity markets. Fluctuations in net asset value may be magnified as a result of the Fund’s use of leverage.
 
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
 
Use of Estimates: The preparation of the Statement of Investments in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the Statement of Investments during the period reported. Management believes the estimates and security valuations are appropriate; however, actual results may differ from those estimates, and the security valuations reflected in the Statement of Investments may differ from the value the Fund’s ultimately realize upon sale of the securities. The Fund is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board Accounting Standards Codification Topic 946. The Statement of Investments has been prepared as of the close of the New York Stock Exchange (“NYSE”) on January 31, 2017.
 
Portfolio Valuation: The net asset value per Common Share of the Fund is determined daily, on each day that the NYSE is open for trading, as of the close of regular trading on the NYSE (normally 4:00 p.m. New York time). The Fund’s net asset value per Common Share is calculated in the manner authorized by the Fund’s Board of Trustees (the “Board”). Net asset value is computed by dividing the value of the Fund’s total assets, less its liabilities by the number of shares outstanding.
 
The Board has established the following procedures for valuation of the Fund’s assets under normal market conditions. Marketable securities listed on foreign or U.S. securities exchanges generally are valued at closing sale prices or, if there were no sales, at the mean between the closing bid and ask prices on the exchange where such securities are primarily traded.
 
The Fund values commercial mortgage-backed securities and other debt securities not traded in an organized market on the basis of valuations provided by an independent pricing service, approved by the Board, which uses information with respect to transactions in such securities, interest rate movements, new issue information, cash flows, yields, spreads, credit quality, and other pertinent information as determined by the pricing service, in determining value. If the independent primary or secondary pricing service is unable to provide a price for a security, if the price provided by the independent primary or secondary pricing service is deemed unreliable, or if events occurring after the close of the market for a security but before the time as of which the Fund values its Common Shares would materially affect net asset value, such security will be valued at its fair value as determined in good faith under procedures approved by the Board.


When applicable, fair value of an investment is determined by the Fund’s Fair Valuation Committee as a designee of the Board. In fair valuing the Fund’s investments, consideration is given to several factors, which may include, among others, the following: the fundamental business data relating to the issuer, borrower, or counterparty; an evaluation of the forces which influence the market in which the investments are purchased and sold; the type, size and cost of the investment; the information as to any transactions in or offers for the investment; the price and extent of public trading in similar securities (or equity securities) of the issuer, or comparable companies; the coupon payments, yield data/cash flow data; the quality, value and saleability of collateral, if any, securing the investment; the business prospects of the issuer, borrower, or counterparty, as applicable, including any ability to obtain money or resources from a parent or affiliate and an assessment of the issuer’s, borrower’s, or counterparty’s management; the prospects for the industry of the issuer, borrower, or counterparty, as applicable, and multiples (of earnings and/or cash flow) being paid for similar businesses in that industry; one or more independent broker quotes for the sale price of the portfolio security; and other relevant factors.
 
Securities Transactions and Investment Income: Investment security transactions are accounted for on a trade date basis. Dividend income is recorded on the ex-dividend date. Certain dividend income from foreign securities will be recorded, in the exercise of reasonable diligence, as soon as a Fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date and may be subject to withholding taxes in these jurisdictions. Interest income, which includes amortization of premium and accretion of discount, is recorded on the accrual basis. Realized gains and losses from securities transactions and unrealized appreciation and depreciation of securities are determined using the first-in/first-out cost basis method for both financial reporting and income tax purposes.
 
Fair Value Measurements: The Fund discloses the classification of its fair value measurements following a three-tier hierarchy based on the inputs used to measure fair value. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability that are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability that are developed based on the best information available.
 
Various inputs are used in determining the value of the Fund’s investments as of the end of the reporting period. When inputs used fall into different levels of the fair value hierarchy, the level in the hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The designated input levels are not necessarily an indication of the risk or liquidity associated with these investments.
 
These inputs are categorized in the following hierarchy under applicable financial accounting standards:

Level 1 –
Unadjusted quoted prices in active markets for identical investments, unrestricted assets or liabilities that a Fund has the ability to access at the measurement date;
 
 
Level 2 –
Quoted prices which are not active, quoted prices for similar assets or liabilities in active markets or inputs other than quoted prices that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and
 
 
Level 3 –
Significant unobservable prices or inputs (including the Fund’s own assumptions in determining the fair value of investments) where there is little or no market activity for the asset or liability at the measurement date.
 

The following is a summary of the inputs used to value the Fund’s investments as of January 31, 2017:
 
Principal Real Estate Income Fund
 
Investments in Securities at Value*
 
Level 1 -
Quoted Prices
   
Level 2 -
Other Significant Observable Inputs
   
Level 3 -
Significant Unobservable Inputs
   
Total
 
Common Stocks
 
$
63,769,609
   
$
   
$
   
$
63,769,609
 
Commercial Mortgage Backed Securities
   
     
121,545,504
     
     
121,545,504
 
Short Term Investments
   
4,210,422
     
     
     
4,210,422
 
Total
 
$
67,980,031
   
$
121,545,504
   
$
   
$
189,525,535
 
 
*    See Statement of Investments for industry classifications.
 
The Fund recognizes transfers between the levels as of the end of the period. For the period ended January 31, 2017, the Fund did not have any transfers between Level 1 and Level 2 securities. The Fund did not have any securities which used significant unobservable inputs (Level 3) in determining fair value.

Commercial Mortgage Backed Securities (“CMBS”): As part of its investments in commercial real estate related securities, the Fund will invest in CMBS which are subject to certain risks associated with direct investments in CMBS. A CMBS is a type of mortgage-backed security that is secured by a loan (or loans) on one or more interests in commercial real estate property. Investments in CMBS are subject to the various risks which relate to the pool of underlying assets in which the CMBS represents an interest. CMBS may be backed by obligations (including certificates of participation in obligations) that are principally secured by commercial real estate loans or interests therein having multi-family or commercial use. Securities backed by commercial real estate assets are subject to securities market risks as well as risks similar to those of direct ownership of commercial real estate loans because those securities derive their cash flows and value from the performance of the commercial real estate underlying such investments and/or the owners of such real estate.
 
Real Estate Investment Trusts (“REITs”): As part of its investments in real estate related securities, the Fund will invest in REITs and are subject to certain risks associated with direct investment in REITs. REITs possess certain risks which differ from an investment in common stocks. REITs are financial vehicles that pool investors’ capital to acquire, develop and/or finance real estate and provide services to their tenants. REITs may concentrate their investments in specific geographic areas or in specific property types, e.g., regional malls, shopping centers, office buildings, apartment buildings and industrial warehouses. REITs may be affected by changes in the value of their underlying properties and by defaults by borrowers or tenants. REITs depend generally on their ability to generate cash flow to make distributions to shareowners, and certain REITs have self-liquidation provisions by which mortgages held may be paid in full and distributions of capital returns may be made at any time.
 
As REITs generally pay a higher rate of dividends than most other operating companies, to the extent application of the Fund’s investment strategy results in the Fund investing in REIT shares, the percentage of the Fund’s dividend income received from REIT shares will likely exceed the percentage of the Fund’s portfolio that is comprised of REIT shares. Distributions received by the Fund from REITs may consist of dividends, capital gains and/or return of capital.
 
Dividend income from REITs is recognized on the ex-dividend date. The calendar year-end amounts of ordinary income, capital gains, and return of capital included in distributions received from the Fund’s investments in REITs are reported to the Fund after the end of the calendar year; accordingly, the Fund estimates these amounts for accounting purposes until the characterization of REIT distributions is reported to the Fund after the end of the calendar year. Estimates are based on the most recent REIT distribution information available.

The performance of a REIT may be affected by its failure to qualify for tax-free pass-through of income under the Internal Revenue Code of 1986, as amended (the “Code”), or its failure to maintain exemption from registration under the 1940 Act. Due to the Fund’s investments in REITs, the Fund may also make distributions in excess of the Fund’s earnings and capital gains. Distributions, if any, in excess of the Fund’s earnings and profits will first reduce the adjusted tax basis of a holder’s Common Shares and, after that basis has been reduced to zero, will constitute capital gains to the Common Shareholder.
 
Concentration Risk: The Fund invests in companies in the real estate industry, which may include CMBS, REITs, REIT-like structures, and other securities that are secured by, or otherwise have exposure to, real estate. Any fund that concentrates in a particular segment of the market will generally be more volatile than a fund that invests more broadly. Any market price movements, regulatory changes, or economic conditions affecting CMBS, REITs, REIT-like structures, and real estate more generally, will have a significant impact on the Fund’s performance.
 
Foreign Currency Risk: The Fund expects to invest in securities denominated or quoted in currencies other than the U.S. dollar. Changes in foreign currency exchange rates may affect the value of securities owned by the Fund, the unrealized appreciation or depreciation of investments and gains on and income from investments. Currencies of certain countries may be volatile and therefore may affect the value of securities denominated in such currencies, which means that the Fund’s net asset value could decline as a result of changes in the exchange rates between foreign currencies and the U.S. dollar. These risks often are heightened for investments in smaller, emerging capital markets.

The accounting records of the Fund are maintained in U.S. dollars. Prices of securities denominated in foreign currencies are translated into U.S. dollars at the closing rates of the exchanges at period end. Amounts related to the purchase and sale of foreign securities and investment income are translated at the rates of exchange prevailing on the respective dates of such transactions.
 
3. Tax Basis Information
 
Tax Basis of Investments:  As of January 31, 2017, the cost of investments for federal income tax purposes and accumulated net unrealized appreciation/(depreciation) on investments were as follows:
 
Principal Real Estate Income Fund
     
Cost of investments for income tax purposes
 
$
190,282,695
 
Gross appreciation on investments (excess of value over tax cost)
 
$
6,862,401
 
Gross depreciation on investments (excess of tax cost over value)
   
(7,619,561
)
Net unrealized appreciation on investments
 
$
(757,160
)
 

Item 2 – Controls and Procedures.

(a)
The Registrant's Principal Executive Officer and Principal Financial Officer have evaluated the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) within 90 days of this filing and have concluded that the Registrant's disclosure controls and procedures were effective, as of that date.

(b)
There was no change in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) during Registrant's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 3 – Exhibits.

Separate certifications for the Registrant's Principal Executive Officer and Principal Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached as EX99.CERT.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
PRINCIPAL REAL ESTATE INCOME FUND
     
 
By:
/s/ Thomas A. Carter
   
Thomas A. Carter
   
President (Principal Executive Officer)
     
 
Date:
March 29, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 
By:
/s/ Thomas A. Carter
   
Thomas A. Carter
   
President (Principal Executive Officer)
     
 
Date:
March 29, 2017

 
By:
/s/ Patrick D. Buchanan
   
Patrick D. Buchanan
   
Treasurer (Principal Financial Officer)
     
 
Date:
March 29, 2017