-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BBz/O22N1PGEiSL/47qvmY3Z8ietnVvJkIQBGhuIXTUTA+kfRwfxo5EtVr8Ai6Ft 8Se3jRnqdXeGrF8Hfdl4AQ== 0001193125-08-077850.txt : 20080409 0001193125-08-077850.hdr.sgml : 20080409 20080409122642 ACCESSION NUMBER: 0001193125-08-077850 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080131 FILED AS OF DATE: 20080409 DATE AS OF CHANGE: 20080409 EFFECTIVENESS DATE: 20080409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEW REAL ESTATE INCOME FUND CENTRAL INDEX KEY: 0001191256 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-21206 FILM NUMBER: 08747077 BUSINESS ADDRESS: STREET 1: 399 BOYLSTON ST STREET 2: 12TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 800-283-1155 MAIL ADDRESS: STREET 1: 399 BOYLSTON ST STREET 2: 12TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 N-CSR 1 dncsr.htm AEW REAL ESTATE INCOME FUND AEW Real Estate Income Fund

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT 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.

Natixis 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: January 31, 2008


Item 1. Report to Stockholders.

The AEW Real Estate Income Fund was liquidated on April 13, 2007. As of January 31, 2008, the Fund did not hold any securities.


Item 2. Code of Ethics.

The Registrant has adopted a code of ethics that applies to the Registrant’s principal executive officer, principal financial officer and persons performing similar functions.

 

Item 3. Audit Committee Financial Expert.

The Board of Trustees of the Registrant has established an audit committee. Ms. Cynthia L. Walker, Mr. Daniel M. Cain and Mr. Jonathan P. Mason are members of the audit committee and have been designated as “audit committee financial experts” by the Board of Trustees. Each of these individuals is also an Independent Trustee of the Registrant.

 

Item 4. Principal Accountant Fees and Services.

Fees billed by the Principal Accountant for services rendered to the Registrant.

The table below sets forth fees billed by the principal accountant, PricewaterhouseCoopers LLP, for the past two fiscal years for professional services rendered in connection with a) the audit of the Registrant’s annual financial statements and services provided in connection with regulatory filings; b) audit-related services (including services that are reasonably related to the performance of the audit of the Registrant’s financial statements but not reported under “Audit Fees”); c) tax compliance, tax advice and tax planning; and d) all other fees billed for professional services rendered by the principal accountant to the Registrant, other than the services provided reported as a part of (a) through (c) of this Item.

 

     Audit fees    Audit-related
fees1
   Tax fees2    All other fees3
    
 
2/1/06-
1/31/07
    
 
2/1/07-
1/31/08
    
 
2/1/06-
1/31/07
    
 
2/1/07-
1/31/08
    
 
2/1/06-
1/31/07
    
 
2/1/07-
1/31/08
    
 
2/1/06-
1/31/07
    
 
2/1/07-
1/31/08

AEW Real Estate Income Fund

   $ 36,674    $ 0    $ 5,000    $ 3,932    $ 16,598    $ 19,219    $ 2,755    $ 0

 

  1. Audit-related fees consist of the performance of agreed upon procedures relating to rating agency procedures reports.

 

  2. The tax fees consist of a review of year-end shareholder reporting and a review of the Registrant’s tax returns (for the fiscal years ended 1/31/07 and 1/31/08).

 

  3. Other fees consist of a review of income and expense allocation methods in conjunction with the annual review of the Registrant’s management contract.

Aggregate fees billed to the Registrant for non-audit services during the fiscal years ended 1/31/07 and 1/31/08 were $24,353 and $23,151, respectively.

Fees billed by the Principal Accountant for services rendered to the Adviser and Control Affiliates.

The following table sets forth the non-audit services provided by the Registrant’s principal accountant to AEW Management and Advisors, L.P. and entities controlling, controlled by or under common control with AEW Management and Advisors, L.P. that provide ongoing services to the Registrant (“Control Affiliates”) for the last two fiscal years.

 

     Audit-related fees    Tax fees    All other fees
    

 

2/1/06-

1/31/07

    
 
2/1/07-
1/31/08
    
 
2/1/06-
1/31/07
    
 
2/1/07-
1/31/08
    
 
2/1/06-
1/31/07
    
 
2/1/07-
1/31/08

Control Affiliates

   $ 0    $ 0    $ 0    $ 0    $ 0    $ 0

There were no aggregate fees billed to the Adviser and Control Affiliates by the Principal Accountant for non-audit services during the fiscal years ended 1/31/07 and 1/31/08.

None of the services described above were approved pursuant to (c)(7)(i)(C) of Regulation S-X.


Audit Committee Pre-Approval Policies.

Annually, the Registrant’s Audit Committee reviews the audit, audit-related, tax and other non-audit services together with the projected fees, for services proposed to be rendered to the Trust and/or other entities for which pre-approval is required during the upcoming year. Any subsequent revisions to already pre-approved services or fees (including fee increases) and requests for pre-approval of new services would be presented for consideration quarterly as needed.

If, in the opinion of management, a proposed engagement by the Registrant’s independent accountants needs to commence before the next regularly scheduled Audit Committee meeting, any member of the Audit Committee who is an independent Board member is authorized to pre-approve the engagement, but only for engagements to provide audit, audit-related and tax services. This approval is subject to review of the full Audit Committee at its next quarterly meeting. All other engagements require the approval of all the members of the audit committee.

 

Item 5. Audit Committee of Listed Registrants.

The Registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(58)(A)). Mr. Daniel M. Cain, Mr. Jonathan P. Mason and Ms. Cynthia L. Walker are each independent trustees and collectively constitute the entire Audit Committee.

 

Item 6. Schedule of Investments.

Included as part of the Report to Shareholders filed as Item 1 herewith.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

When voting proxies and responding to tender offers, AEW acts prudently, solely in the best interest of its clients, and for the exclusive purpose of maximizing value to its clients. AEW takes reasonable steps under the circumstances to assure that it has actually received all of the proxies for which it has voting authority. AEW considers those factors that would affect the value of its clients’ investments and may not, unless specifically directed to do so by a client, consider unrelated objectives, such as social considerations. In the event of any conflict of interest involving a proxy vote AEW will vote in accordance with recommendations provided by an independent party proxy service provider.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Portfolio Manager Information

Matthew A. Troxell, Principal and Portfolio Manager, managed the AEW Real Estate Income Fund from its inception until its liquidation on April 13, 2007. During the past 5 years, Mr. Troxell has been employed by AEW Management and Advisors, L.P. (“AEW”) and serves as portfolio manager for all of AEW’s real estate equity securities portfolios.

Portfolio Manager’s Management of Other Accounts

As of January 31, 2008, Mr. Troxell managed the following other accounts:

 

Registered Investment

Companies

 

Other Pooled Investment

Vehicles

 

Other Accounts

Other Accounts
Managed

 

Advisory fee is

based on performance

 

Other Accounts
Managed

 

Advisory fee is

based on performance

 

Other Accounts
Managed

 

Advisory fee is based on
performance

# of

Accts

 

Total

Assets

 

# of

Accts

 

Total

Assets

 

# of

Accts

 

Total

Assets

 

# of

Accts

 

Total

Assets

 

# of

Accts

 

Total

Assets

 

# of

Accts

 

Total

Assets

10

  $1,622.6 MM   0   0   4   $ 888.7 MM   1   $ 116.7 MM   31   $ 2,870.2 MM   7   $ 881.8 MM


One potential conflict of interest that may arise in connection with the Portfolio Manager’s management of the AEW Real Estate Income Fund and the investments in the other accounts he manages, is when the Portfolio Manager wants to short a stock in one of AEW’s Long/Short strategy accounts that AEW holds long in any of its accounts/funds. To address this potential conflict, AEW has developed policies and procedures where the Portfolio Manager must get prior approval from AEW’s Chief Compliance Officer in order to short a stock that is currently held long.

Portfolio Manager’s Compensation

The following describes the structure of, and the method used to determine, the compensation of the above listed portfolio manager as of January 31, 2008:

Compensation for all AEW professionals, including AEW REIT investment professionals, is composed of two parts: base salary and incentive compensation. The firm’s base salary structure is designed to reflect market rates for the various disciplines within the company, such as investment management, asset management and accounting. To determine appropriate “market ranges” for the various function areas (based on specific job characteristics and years of experience), AEW uses the services of an independent consulting firm which performs research into the compensation practices of firms similar to AEW within the industry.

Base salaries are supplemented by year-end incentive compensation awards, which account for a significant portion of total compensation. The awarding of incentive compensation is based upon the achievement of corporate objectives and specific individual goals, which are generally tied to the achievement of client objectives. Performance is measured by comparing the Diversified Composite returns over one-and three-year periods against the returns of the Morgan Stanley REIT Index and some peer funds over those periods. AEW’s operating margins for the year determine the availability of funds for incentive compensation. Additionally, AEW’s senior professionals (Managing Directors & Directors), including Portfolio Manager Matthew Troxell and his team of Co-Portfolio Managers, are eligible for participation in AEW’s Equity Sharing program, which gives Directors of the firm economic interests in a portion of the firm’s profits. This program is sponsored by AEW’s parent company, Natixis Global Asset Management, L.P.

Neither base salary nor any other part of the investment team’s compensation structure is based on assets under management.

Portfolio Manager’s Ownership of Fund Shares

As of January 31, 2008, Mr. Troxell did not own equity securities of the AEW Real Estate Income Fund.


Item 9. Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers.

Not applicable.

 

Item 10. Submission of Matters to a Vote of Securities Holders.

There were no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees.

 

Item 11. 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-CSR 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.

There were no changes in the Registrant’s internal control over financial reporting that occurred during the Registrant’s last fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Item 12. Exhibits.

 

(a)(1)   Code of Ethics required by Item 2 hereof, filed herewith as exhibit (a)(1).
(a)(2)   Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)), filed herewith as exhibits (a)(2)(1) and (a)(2)(2), respectively.
(a)(3)   Not applicable.
(b)        Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 are filed herewith as exhibit (b).


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:   March 31, 2008

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.

 

By:   /s/ John T. Hailer
Name:   John T. Hailer
Title:   President and Chief Executive Officer
Date:   March 31, 2008
By:   /s/ Michael C. Kardok
Name:   Michael C. Kardok
Title:   Treasurer
Date:   March 31, 2008
EX-99.(A)(1) 2 dex99a1.htm CODE OF ETHICS Code of Ethics

Exhibit (a)(1)

NATIXIS FUNDS TRUST I

NATIXIS FUNDS TRUST II

NATIXIS FUNDS TRUST III

NATIXIS FUNDS TRUST IV

NATIXIS CASH MANAGEMENT TRUST

LOOMIS SAYLES FUNDS I

LOOMIS SAYLES FUNDS II

HANSBERGER INTERNATIONAL SERIES

GATEWAY TRUST

Adopted August, 2003

Amended June 1, 2007 (to add Gateway Trust and remove AEW Real Estate

Income Fund)

Amended September 14, 2007 (to add Hansberger International Series)

CODE OF ETHICS PURSUANT TO SECTION 406 OF THE SARBANES-OXLEY

ACT OF 2002 FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL

OFFICERS

I. Covered Persons/Purpose of the Code

This Code of Ethics (this “Code”) pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 has been adopted by the registered investment companies (each a “Fund” and, collectively, the “Funds”) listed on Exhibit A and applies to each Fund’s Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer (the “Covered Persons,” all covered persons are set forth in Exhibit B) for the purpose of promoting:

 

   

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

   

Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission (the “SEC”) and in other public communications made by the registrant

 

   

Compliance with applicable governmental laws, rules and regulations;

 

   

The prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code of violations of the Code; and

 

   

Accountability for adherence to the Code.

Each Covered Person should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to conflicts of interest.


II. Covered Persons Should Handle Ethically Actual and Apparent Conflicts of Interest

Overview. A “conflict of interest” occurs when a Covered Person’s private interest interferes with the interests of, or his service to, the Fund. For example, a conflict of interest would arise if a Covered Person’s, or a member of the Covered Person’s family or household, receives improper personal benefits as a result of the Covered Person’s position with the Fund.

Certain conflicts of interest arise out of the relationships between Covered Persons and the Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (including the regulations thereunder, the “1940 Act”) and the Investment Advisers Act of 1940 (including the regulations thereunder, the “Investment Advisers Act”). For example, Covered Persons may not engage in certain transactions with the Fund because of their status as “affiliated persons” of the Fund. The Funds and their investment advisers; subadvisers; distributors and administrators (each a “Service Provider” and, collectively, the “Service Providers”) compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code. See also Section V of this code.

Although typically not presenting an opportunity for improper personal benefit, conflicts may arise from, or as a result of, the contractual relationship between the Funds and their Service Providers of which the Covered Persons are also officers or employees. As a result, this Code recognizes that the Covered Persons will, in the normal course of their duties (whether for the Funds or for a Service Provider, or for each), be involved in establishing policies and implementing decisions that will have different effects on the Service Providers and the Funds. The participation of the Covered Persons in such activities is inherent in the contractual relationships between the Funds and their Service Providers and is consistent with the performance by the Covered Persons of their duties as officers of the Funds. Thus, if performed in conformity with the provisions of the 1940 Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Funds’ Boards of Trustees (“Boards”) that the Covered Persons may also be officers or employees of one or more other investment companies covered by this or other codes and that such service, by itself, does not give rise to a conflict of interest.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not the subject of provisions of the 1940 Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Persons should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Person should not be placed improperly before the interest of a Fund.


Each Covered Person must not:

 

   

use his/her personal influence or personal relationships improperly to influence investment decisions or financial reporting by a Fund whereby the Covered Person would benefit personally to the detriment of the Fund;

 

   

cause a Fund to take action, or fail to take action, for the individual personal benefit of the Covered Person rather than the benefit the Fund; or

 

   

retaliate against any other Covered Person or any employee of the Funds or their Service Providers for reports of potential violations that are made in good faith.

There are some conflict of interest situations that should always be approved by the Chief Legal Officer (“CLO”) of the Fund (or, with respect to activities of the CLO if he/she is a Covered Person, by the President ). These conflict of interest situations are listed below:

 

   

service on the board of directors or governing board of a publicly traded entity;

 

   

acceptance of any investment opportunity, gift, gratuity or other thing of more than nominal value from any person or entity that does business, or desires to do business, with the Fund. This restriction shall not apply to (i) gifts from a single giver so long as their aggregate annual value does not exceed the equivalent of $100 or (ii) attending business meals, business related conferences, sporting events and other entertainment events at the expense of a giver, so long as the expense is reasonable;

 

   

any ownership interest in, or any consulting relationship with, any entities doing business with a Fund, other than a Service Provider or an affiliate of a Service Provider. This restriction shall not apply to or otherwise limit the ownership of publicly traded securities so long as the Covered Person’s ownership does not exceed more than 2% of the outstanding securities of the relevant class; and

 

   

a direct or indirect financial interest in commissions, transaction charges or spreads paid by a Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Person’s employment with a Service Provider or its affiliate. This restriction shall not apply to or otherwise limit (i) the ownership of publicly traded securities so long as the Covered Person’s ownership does not exceed more than 2% of the particular class of security outstanding or (ii) the receipt by the Service Provider of research or other benefits in exchange for “soft dollars”.


III. Disclosure and Compliance

 

   

Each Covered Person should familiarize himself with the disclosure requirements generally applicable to a Fund;

 

   

Each Covered Person should not knowingly misrepresent, or cause others to misrepresent, facts about a Fund to others, whether within or outside the Fund, including to the Fund’s Board and auditors, and to governmental regulators and self-regulatory organizations;

 

   

Each Covered Person should, to the extent appropriate within his/her area of responsibility, consult with other officers and employees of the Funds and the adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds; and

 

   

It is the responsibility of each Covered Person to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

IV. Reporting and Accountability

Each Covered Person must:

 

   

upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Person), affirm in writing to the Funds that he/she has received, read, and understands the Code;

 

   

annually thereafter affirm to the Funds that he/she has complied with the requirements of the Code; and

 

   

notify the CLO of the Funds promptly if he/she knows of any violation of this Code (with respect to violations by the CLO if he/she is a Covered Person, the Covered Person shall report to the President). Failure to do so is itself a violation of this Code.

The CLO of a Fund is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. However, any approvals or waivers other than those this Code states can be granted by the CLO, sought by the CLO or Covered Person will be considered by the relevant Fund’s Audit Committee (the “Committee”).

The Funds will follow these procedures in investigating and enforcing this Code:

 

   

the CLO will take all appropriate action to investigate any potential violations reported, which may include the use of internal or external counsel, accountants or other personnel;


   

if, after such investigation, the CLO believes that no violation has occurred, the CLO is not required to take any further action;

 

   

any matter that the CLO believes is a violation will be reported to the Committee;

 

   

if the Committee concurs that a violation has occurred, it will inform and make a recommendation to the Board, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Person;

 

   

the Committee will be authorized to grant waivers, as it deems appropriate; and

 

   

any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

V. Other Policies and Procedures

This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Funds or the Funds’ Service Providers govern or purport to govern the behavior or activities of the Covered Persons who are subject to this Code, they are superseded by this Code to the extent that they conflict with the provisions of this Code. The Funds and their Service Providers’ codes of ethics under Rule 17j-1 under the 1940 Act and the Service Providers’ more detailed compliance policies and procedures are separate requirements applying to the Covered Persons and others, and are not part of this Code.

VI. Amendments

Any amendments to this Code with respect to a Fund, other than administrative amendments to Exhibits A and B, must be approved or ratified by a majority vote of the Fund’s Board, including a majority of independent trustees.

VII. Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone except as permitted by the Board.

VIII. Internal Use

The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of any Fund, as to any fact, circumstance, or legal conclusion.


Exhibit A

Registered Investment Companies

Natixis Funds Trust I

Natixis Funds Trust II

Natixis Funds Trust III

Natixis Funds Trust IV

Natixis Cash Management Trust

Loomis Sayles Funds I

Loomis Sayles Funds II

Hansberger International Series

Gateway Trust


Exhibit B

Persons Covered by this Code of Ethics

 

Trust

 

Principal Executive

Officer

 

Principal Financial

Officer

 

Principal Accounting

Officer

Natixis Funds Trust I  

David Giunta,

President and Chief Executive Officer

  Michael Kardok, Treasurer   Michael Kardok, Treasurer
Natixis Funds Trust II  

David Giunta,

President and Chief Executive Officer

  Michael Kardok, Treasurer   Michael Kardok, Treasurer
Natixis Funds Trust III  

David Giunta,

President and Chief Executive Officer

  Michael Kardok, Treasurer   Michael Kardok, Treasurer
Natixis Funds Trust IV  

David Giunta,

President and Chief Executive Officer

  Michael Kardok, Treasurer   Michael Kardok, Treasurer
Natixis Cash Management Trust  

David Giunta,

President and Chief Executive Officer

  Michael Kardok, Treasurer   Michael Kardok, Treasurer
Loomis Sayles Funds I  

Robert J. Blanding,

Trustee, President and Chief Executive Officer

  Michael Kardok, Treasurer   Michael Kardok, Treasurer
Loomis Sayles Funds II  

Robert J. Blanding,

Trustee, Chief Executive Officer;

David Giunta, President

  Michael Kardok, Treasurer   Michael Kardok, Treasurer
Hansberger International Series  

David Giunta,

President and Chief Executive Officer

  Michael Kardok, Treasurer   Michael Kardok, Treasurer
Gateway Trust  

David Giunta,

President and Chief Executive Officer

  Michael Kardok, Treasurer   Michael Kardok, Treasurer
EX-99.(A)(2)(1) 3 dex99a21.htm CEO SECTION 302 CERTIFICATION CEO Section 302 Certification

Exhibit (a)(2)(1)

AEW Real Estate Income Fund

Exhibit to SEC Form N-CSR

Section 302 Certifications

I, John T. Hailer, certify that:

 

  1. I have reviewed this report on Form N-CSR of AEW Real Estate Income Fund;

 

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materials respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 31, 2008     /s/ John T. Hailer
    John T. Hailer
    President and Chief Executive Officer
EX-99.(A)(2)(2) 4 dex99a22.htm TREASURER SECTION 302 CERTIFICATION Treasurer Section 302 Certification

Exhibit (a)(2)(2)

AEW Real Estate Income Fund

Exhibit to SEC Form N-CSR

Section 302 Certifications

I, Michael C. Kardok, certify that:

 

  1. I have reviewed this report on Form N-CSR of AEW Real Estate Income Fund;

 

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materials respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 31, 2008

 

/s/ Michael C. Kardok
Michael C. Kardok
Treasurer
EX-99.(B) 5 dex99b.htm SECTION 906 CERTIFICATIONS Section 906 Certifications

Exhibit (b)

AEW Real Estate Income Fund

Section 906 Certification

In connection with the report on Form N-CSR for the period ended January 31, 2008 for the Registrant (the “Report”), the undersigned each hereby certifies to the best of his knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. the Report complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

By:       By:  
President and Chief Executive Officer     Treasurer
AEW Real Estate Income Fund     AEW Real Estate Income Fund
       

 

/s/ John T. Hailer     /s/ Michael C. Kardok
John T. Hailer     Michael C. Kardok
Date: March 31, 2008     Date: March 31, 2008

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the AEW Real Estate Income Fund and will be retained by the AEW Real Estate Income Fund and furnished to the Securities and Exchange Commission or its staff upon request.

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