UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-Q/A
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-21206
AEW Real Estate Income Fund
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(Exact name of registrant as specified in charter)
399 Boylston Street, Boston, Massachusetts 02116
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(Address of principal executive offices) (Zip code)
Coleen Downs Dinneen, Esq.
IXIS Asset Management Distributors, L.P.
399 Boylston Street
Boston, Massachusetts 02116
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(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 449-2810
Date of fiscal year end: January 31
Date of reporting period: April 30, 2005
This Form N-Q/A amends and restates the Registrant's Form N-Q filed on June 28,
2005 (Accession No. 0001127563-05-000169) (the "Original N-Q"). The filing is
being revised to include Item 1-Schedule of Investments and Item 3-Exhibits,
which were inadvertently left out of the version of the Original N-Q filed on
the Commission's EDGAR system.
ITEM I SCHEDULE OF INVESTMENTS
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AEW REAL ESTATE INCOME FUND -- SCHEDULE OF INVESTMENTS
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Investments as of April 30, 2005 -- (unaudited)
Shares Description Value (a) (c)
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Common Stocks -- 96.0% of Total Net Assets
REAL ESTATE -- 1.3%
Apartments -- 1.3%
41,500 Municipal Mortgage & Equity LLC $ 997,660
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REAL ESTATE INVESTMENT TRUSTS -- 94.7%
REITs - Apartments -- 12.8%
44,000 Archstone Smith Trust 1,582,679
82,500 Camden Property Trust 4,207,500
78,500 Gables Residential Trust 2,877,025
40,000 Mid-America Apartment Communities, Inc. 1,529,200
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10,196,404
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REITs - Diversified -- 6.3%
85,000 iStar Financial, Inc. 3,386,400
70,000 Lexington Corporate Properties Trust 1,608,600
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4,995,000
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REITs - Factory Outlets -- 1.2%
40,000 Tanger Factory Outlet Centers, Inc. 926,400
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REITs - Healthcare -- 15.1%
65,000 Health Care Property Investors, Inc. 1,666,600
121,000 Healthcare Realty Trust, Inc. 4,671,810
31,900 Omega Healthcare Investors, Inc. 357,918
100,000 Provident Senior Living Trust, 144A 2,000,000
190,500 Senior Housing Properties Trust 3,295,650
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11,991,978
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REITs - Industrial -- 6.4%
25,000 EastGroup Properties, Inc. 937,500
62,400 First Potomac Realty Trust 1,398,384
68,100 Liberty Property Trust 2,712,423
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5,048,307
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REITs - Lodging/Resorts -- 4.0%
55,000 Eagle Hospitality Properties Trust, Inc. 507,650
63,000 Hospitality Properties Trust 2,632,140
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3,139,790
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REITs - Office -- 27.4%
77,000 Arden Realty, Inc. 2,748,130
32,500 Brandywine Realty Trust, Inc. 919,750
65,000 CarrAmerica Realty Corp. 2,147,600
77,000 Glenborough Realty Trust, Inc. 1,581,580
90,000 Highwoods Properties, Inc. 2,531,700
311,300 HRPT Properties Trust 3,657,775
43,000 Kilroy Realty Corp. 1,876,090
68,000 Mack-Cali Realty Corp. 2,991,320
30,000 Maguire Properties, Inc. 765,000
76,500 Prentiss Properties Trust 2,541,330
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21,760,275
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REITS - Regional Malls -- 6.6%
150,000 Borealis Retail 1,584,100
62,000 Glimcher Realty Trust 1,560,540
35,000 Macerich Co. (The) 2,110,500
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5,255,140
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REITS - Shopping Centers -- 13.0%
125,000 Cedar Shopping Centers, Inc. 1,725,000
100,000 Commercial Net Lease Realty, Inc. 1,898,000
30,000 Equity One, Inc. 628,200
94,000 Heritage Property Investment Trust 2,895,200
39,000 Inland Real Estate Corp. 598,650
12,000 New Plan Excel Realty Trust 309,720
39,000 Ramco-Gershenson Properties Trust 1,079,910
49,200 Realty Income Corp. 1,186,212
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10,320,892
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REITs - Specialty -- 1.9%
20,500 Correctional Properties Trust 526,030
22,000 Entertainment Properties Trust 950,400
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1,476,430
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Total Real Estate Investment Trusts 75,110,616
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Total Common Stocks (Identified Cost $53,983,831) 76,108,276
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Preferred Stocks -- 37.6%
REAL ESTATE INVESTMENT TRUSTS -- 37.6%
REITs - Apartments -- 5.4%
50,000 Apartment Investment & Management Co., Series G 1,330,000
29,400 Apartment Investment & Management Co., Series R 779,394
42,000 Apartment Investment & Management Co., Series U 1,047,060
45,000 Apartment Investment & Management Co., Series Y 1,134,000
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4,290,454
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REITs - Diversified -- 1.8%
54,800 Crescent Real Estate Equities Co., Series B 1,446,720
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REITs - Factory Outlets -- 2.0%
35,500 Mills Corp. (The), Series B 935,070
25,000 Mills Corp. (The), Series E 660,750
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1,595,820
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REITs - Healthcare -- 3.7%
50,000 Health Care Property Investors, Inc., Class F 1,274,500
65,400 Omega Healthcare Investors, Inc., Series D 1,698,438
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2,972,938
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REITs - Lodging/Resorts -- 6.4%
75,000 Boykin Lodging Co., Series A 2,088,750
25,000 Felcor Lodging Trust Inc., Series C 596,500
71,900 Hospitality Properties Trust, Series B 1,944,895
15,000 LaSalle Hotel Properties, Series A 408,750
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5,038,895
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REITs - Office -- 8.2%
30,000 Bedford Property Investors, Inc., Series A, 144A 1,486,875
100,000 CarrAmerica Realty Corp., Series E 2,594,000
90,400 HRPT Properties Trust, Series B 2,401,024
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6,481,899
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REITS - Regional Malls -- 2.5%
75,000 Glimcher Realty Trust, Series F 1,950,750
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REITS - Shopping Centers -- 7.6%
27,000 Cedar Shopping Centers, Inc., Series A 714,150
42,200 Developers Diversified Realty Corp., Series F 1,124,630
21,300 Developers Diversified Realty Corp., Series G 556,143
13,000 Federal Realty Investment Trust, Series B 340,340
6,700 Ramco-Gershenson Properties Trust, Series B 179,158
9,000 Realty Income Corp., Series D 232,740
27,000 Urstadt Biddle Properties, Inc., Series C 2,916,000
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6,063,161
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Total Preferred Stocks - Real Estate Investment Trusts
(Identified Cost $28,743,578) 29,840,637
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Principal
Amount
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Short Term Investment -- 0.4%
$ 337,619 Repurchase Agreement with Investors Bank & Trust Co.
dated 4/29/2005 at 2.01% to be repurchased at $337,676
on 5/02/2005, collateralized by $328,462 Small Business
Administration Bond, 5.775%, due 1/25/2027 valued at
$354,500 (d) $ 337,619
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Total Short Term Investment (Identified Cost $337,619) 337,619
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Total Investments -- 134.0% (Identified Cost $83,065,028) (b) 106,286,532
Auction Market Preferred Shares plus cumulative
unpaid dividends (35.3%) (28,009,645)
Other assets less liabilities -- 1.3% 1,037,169
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Total Net Assets -- 100% $ 79,314,056
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(a) Equity securities for which market quotations are readily
available are valued at market price on the basis of valuations
furnished to the Fund by a pricing service which has been
authorized by the Board of Trustees. The pricing service provides
the last reported sale price for securities listed on an
applicable securities exchange or, if no sale was reported and in
the case of over-the-counter securities not so listed, the last
reported bid price. Securities traded on the NASDAQ National
Market are valued at the NASDAQ Official Closing Price ("NOCP"),
or if lacking an NOCP, at the most recent bid quotation on the
NASDAQ National Market. Debt securities for which market
quotations are readily available (other than short-term
obligations with a remaining maturity of less than sixty days)
are generally valued at market price on the basis of valuations
furnished by a pricing service authorized by the Board of
Trustees, which service determines valuations for normal,
institutional-size trading units of such securities using market
information, transactions for comparable securities and various
relationships between securities which are generally recognized
by institutional traders. Short-term obligations with a remaining
maturity of less than sixty days are stated at amortized cost,
which approximates market value. All other securities and assets
are valued at fair value as determined in good faith by the
Fund's investment adviser, pursuant to the procedures approved by
the Board of Trustees. Security transactions are accounted for on
trade date.
(b) Federal Tax Information (Amounts exclude certain adjustments made
at the end of the Fund's fiscal year for tax purposes. Such
adjustments are primarily due to wash sales and return of capital
included in dividends received from the Fund's investments in
REITs):
At April 30, 2005, the net unrealized appreciation on
investments based on cost of $83,065,028 for federal income tax
purposes was as follows:
Aggregate gross unrealized appreciation for all investments in
which there is an excess of value over tax cost $ 23,348,507
Aggregate gross unrealized depreciation for all investments
in which there is an excess of tax cost over value (127,003)
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$ 23,221,504
Net unrealized appreciation ==============
(c) The books and records of the Fund are maintained in U.S.
dollars. The value of securities, currencies and other assets
and liabilities denominated in currencies other than U.S. dollars
are translated into U.S. dollars based upon foreign exchange
rates prevailing at the end of the period.
(d) The Fund, through its custodian, receives delivery of the
underlying securities collateralizing repurchase agreements. It
is the Fund's policy that the market value of the collateral be
at least equal to 102% of the repurchase price, including
interest. The Fund's investment adviser is responsible for
determining that the value of the collateral is at all times
at least equal to 102% of the repurchase price, including
interest. Repurchase agreements could involve certain risks in
the event of default or insolvency of the counterparty including
possible delays or restrictions upon the Fund's ability to
dispose of the underlying securities.
REITs Real Estate Investment Trusts
144A Securities exempt from registration under Rule 144A of the
Securities Act of 1933. These securities may be resold in
transactions exempt from registrations, normally to qualified
institutional buyers. At the period end, the value of these
amounted to $3,486,875 or 4.4% of net assets.
ITEM 2. CONTROLS AND PROCEDURES.
The registrant's principal executive officer and principal financial officer
have concluded that the registrant's disclosure controls and procedures are
sufficient to ensure that information required to be disclosed by the registrant
in this Form N-Q was recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission's rules and
forms, based upon such officers' evaluation of these controls and procedures as
of a date within 90 days of the filing date of the report. In reaching this
conclusion, such officers considered both the error which resulted in the
omission of Items 1 and 3 from the version of the Original N-Q filed on the
Commission's EDGAR system and the measures that have been taken to correct such
error and to prevent such error from occurring in the future.
There were no changes in the registrant's internal control over financial
reporting that occurred during the 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
(a)(1) Certification for the principal executive officer as required by Rule
30a-2(a) of the Investment Company Act of 1940, as amended (the "Act"), filed
herewith.
(a)(2) Certification for the principal financial officer as required
by Rule 30a-2(a) of the Act filed herewith.
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.
AEW Real Estate Income Fund
By: /s/ John T. Hailer
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Name: John T. Hailer
Title: President and Chief Executive Officer
Date: December 20, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated.
AEW Real Estate Income Fund
By: /s/ John T. Hailer
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Name: John T. Hailer
Title: President and Chief Executive Officer
Date: December 20, 2005
By: /s/ Michael C. Kardok
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Name: Michael C. Kardok
Title: Treasurer
Date: December 20, 2005