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 -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 399 Boylston Street, Boston, Massachusetts 02116 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Coleen Downs Dinneen, Esq. IXIS Asset Management Distributors, L.P. 399 Boylston Street Boston, Massachusetts 02116 -------------------------------------------------------------------------------- (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 -------------------------------------------------------------------------------- AEW REAL ESTATE INCOME FUND -- SCHEDULE OF INVESTMENTS -------------------------------------------------------------------------------- Investments as of April 30, 2005 -- (unaudited) Shares Description Value (a) (c) ---------------------------------------------------------------------------------------------- Common Stocks -- 96.0% of Total Net Assets REAL ESTATE -- 1.3% Apartments -- 1.3% 41,500 Municipal Mortgage & Equity LLC $ 997,660 ---------------- 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 ---------------- 10,196,404 ---------------- REITs - Diversified -- 6.3% 85,000 iStar Financial, Inc. 3,386,400 70,000 Lexington Corporate Properties Trust 1,608,600 ---------------- 4,995,000 ---------------- REITs - Factory Outlets -- 1.2% 40,000 Tanger Factory Outlet Centers, Inc. 926,400 ---------------- 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 ---------------- 11,991,978 ---------------- 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 ---------------- 5,048,307 ---------------- REITs - Lodging/Resorts -- 4.0% 55,000 Eagle Hospitality Properties Trust, Inc. 507,650 63,000 Hospitality Properties Trust 2,632,140 ---------------- 3,139,790 ---------------- 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 ---------------- 21,760,275 ---------------- 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 ---------------- 5,255,140 ---------------- 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 ---------------- 10,320,892 ---------------- REITs - Specialty -- 1.9% 20,500 Correctional Properties Trust 526,030 22,000 Entertainment Properties Trust 950,400 ---------------- 1,476,430 ---------------- Total Real Estate Investment Trusts 75,110,616 ---------------- Total Common Stocks (Identified Cost $53,983,831) 76,108,276 ---------------- 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 ---------------- 4,290,454 ---------------- REITs - Diversified -- 1.8% 54,800 Crescent Real Estate Equities Co., Series B 1,446,720 ---------------- REITs - Factory Outlets -- 2.0% 35,500 Mills Corp. (The), Series B 935,070 25,000 Mills Corp. (The), Series E 660,750 ---------------- 1,595,820 ---------------- 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 ---------------- 2,972,938 ---------------- 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 ---------------- 5,038,895 ---------------- 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 ---------------- 6,481,899 ---------------- REITS - Regional Malls -- 2.5% 75,000 Glimcher Realty Trust, Series F 1,950,750 ---------------- 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 ---------------- 6,063,161 ---------------- Total Preferred Stocks - Real Estate Investment Trusts (Identified Cost $28,743,578) 29,840,637 ---------------- Principal Amount --------------------------------------------------------------------------------------------------------- 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 --------------- Total Short Term Investment (Identified Cost $337,619) 337,619 --------------- 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 --------------- Total Net Assets -- 100% $ 79,314,056 =============== (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) -------------- $ 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 -------------------------------- 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 ------------------------------- Name: John T. Hailer Title: President and Chief Executive Officer Date: December 20, 2005 By: /s/ Michael C. Kardok ------------------------------- Name: Michael C. Kardok Title: Treasurer Date: December 20, 2005