-----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, Vk71OFIZVT4F3xtpyiHWpqsksTKcN9GyGmooTB1jiAEUnuYfMLAnF016u/wOKVvL 03u/zdbHGu5Uqk9fP6e3SQ== 0001193125-07-270042.txt : 20071221 0001193125-07-270042.hdr.sgml : 20071221 20071221123611 ACCESSION NUMBER: 0001193125-07-270042 CONFORMED SUBMISSION TYPE: N-8F PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071221 DATE AS OF CHANGE: 20071221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEW REAL ESTATE INCOME FUND CENTRAL INDEX KEY: 0001191256 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: N-8F SEC ACT: 1940 Act SEC FILE NUMBER: 811-21206 FILM NUMBER: 071321819 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-8F 1 dn8f.txt NATIXIS AEW REAL ESTATE INCOME FUND UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-8F APPLICATION FOR DEREGISTRATION OF CERTAIN REGISTERED INVESTMENT COMPANIES I. General Identifying Information 1. Reason fund is applying to deregister (check only one: for descriptions, see Instruction 1 above): [_] Merger [X] Liquidation [_] Abandonment Of Registration (Note: Abandonments of Registration answer only questions 1 through 15, 24 and 25 of this form and complete verification at the end of the form.) [_] Election of status as a Business Development Company (Note: Business Development Companies answer only questions 1 through 10 of this form and complete verification at the end of the form.) 2. Name of fund: AEW Real Estate Income Fund 3. Securities and Exchange Commission File No.: 811-21206 4. Is this an initial Form N-8F or an amendment to previously filed Form N-8F? [X] Initial Application [_] Amendment 5. Address of Principal Executive Office (include No. & Street, City, State, Zip Code): Natixis Asset Management Advisors, L.P. 399 Boylston Street Boston, MA 02116 (617) 449-2700 6. Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form: Coleen Downs Dinneen C/O Natixis Asset Management Advisors, L.P. 399 Boylston Street Boston, MA 02116 (617) 449-2810 - 1 - 7. Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]: Natixis Asset Management Advisors, L.P. Deutsche Bank Trust Company/Americas 399 Boylston Street 280 Park Avenue Boston, MA 02116 New York, N.Y. 10017 (617) 449-2700 (212)250-5663 AEW Management and Advisors, L.P. World Trade Center East Two Seaport Lane Boston, Massachusetts 02210-2021 (617) 261-9000 State Street Bank & Trust Company 225 Franklin Street Boston, MA 02110 (617) 786-3000 Computershare 150 Royal Street Canton, MA 02021 (781) 575-2000 Note: Once deregistered, a fund is still required to maintain and preserve the records described in rules 31a-1 and 31a-2 for the periods specified in those rules. 8. Classification of fund (check only one): [X] Management Company; [_] Unit investment trust; or [_] Face-amount certificate company. 9. Subclassification if the fund is a management company (check only one): [_] Open-end [X] Closed-end 10.State law under which the fund was organized or formed (e.g., Delaware, Massachusetts): Massachusetts 11.Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the fund's contracts with those advisers have been terminated: AEW Management and Advisors, L.P. World Trade Center East Two Seaport Lane Boston, Massachusetts 02210-2021 (617) 261-9000 - 2 - 12.Provide the name and address of each principal underwriter of the fund during the last five years, even if the fund's contracts with those underwriters have been terminated: Not Applicable 13.If the fund is a unit investment trust ("UIT") provide: Not Applicable (a) Depositor's name(s) and address(es): (b) Trustee's name(s) and address(es): 14.Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an insurance company separate account)? [_] Yes [X] No If Yes, for each UIT state: Name(s): File No.: 811-______ Business Address: 15.(a)Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration? [X] Yes [_] No If Yes, state the date on which board vote took place: March 12, 2007 If No, explain: (b) Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration? [_] Yes [X] No If Yes, state the date on which the shareholder vote took place: If No, explain: Shareholders were provided written notification of liquidation in accordance with Article IX, Section 4 of the AEW Real Estate Income Fund's Amended and Restated Agreement and Declaration of Trust dated October 10, 2002. - 3 - II.Distributions to Shareholders 16.Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation? [X] Yes [_] No (a) If Yes, list the date(s) on which the fund made those distributions: April 10, 2007 (preferred shares) April 13, 2007 (common shares) (b) Were the distributions made on the basis of net assets? [X] Yes, for common shares only [X] No, for preferred shares only. (c) Were the distributions made pro rata based on share ownership? [X] Yes, for common shares only [X] No, for preferred shares only. (d) If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange ratio(s) used and explain how it was calculated: Preferred shareholders were paid the liquidation preference of $25,000 per share plus accumulated but unpaid dividends, in accordance with the Fund's By-Laws. (e) Liquidations only: Were any distributions to shareholders made in kind? [_] Yes [X] No If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of shareholders: 17.Closed-end funds only: Has the fund issued senior securities? [X] Yes [_] No If Yes, describe the method of calculating payments to senior security holders and distributions to other shareholders: Upon liquidation, the Fund paid holders of Auction Market Preferred Shares ("AMPS") $25,000 (Liquidation Preference) per share, plus accumulated but unpaid dividends. The fund paid Common Shareholders their pro rata share of ordinary taxable income, net capital gain, and Paid-in-Capital after payment of the Liquidation Preference plus accumulated dividends to holders of AMPS. 18.Has the fund distributed all of its assets to the fund's shareholders? [X] Yes [_] No If No, (a) How many shareholders does the fund have as of the date this form is filed? - 4 - (b) Describe the relationship of each remaining shareholder to the fund: 19. Are there any shareholders who have not yet received distributions in complete liquidation of their interests? [_] Yes [X] No If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders: III.Assets and Liabilities 20. Does the fund have any assets as of the date this form is filed? (See question 18 above) [X] Yes [_] No If Yes, (a) Describe the type and amount of each asset retained by the fund as of the date this form is filed: Receivable from Natixis Global Associates, $4,570. (b) Why has the fund retained the remaining assets? In order to pay outstanding expenses payable. (c) Will the remaining assets be invested in securities? [_] Yes [X] No 21. Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount certificate company) or any other liabilities? [X] Yes [_] No If Yes, (a) Describe the type and amount of each debt or other liability: Legal fees: $2,970 Audit Fees: $1,600 (b) How does the fund intend to pay these outstanding debts or other liabilities? The fund expects to use the receivable in 20 (a) of this form to pay any outstanding debt or expenses. - 5 - IV.Information About Event(s) Leading to Request For Deregistration 22.(a) List the expenses incurred in connection with the Merger or Liquidation: (i) Legal expenses: $29,236 (ii) Accounting expenses: $ (iii) Other expenses (list and identify separately): $ (a) Transfer agency services: $ (b) Printing and mailing: $ (c) Miscellaneous (press releases) $ 845 (iv) Total expenses (sum of lines (i)-(iii) above): $30,081 (b) How were those expenses allocated? See (c) below. (c) Who paid those expenses? $24,626 was paid by the Fund and $5,451 was paid by Natixis Global Associates. (d) How did the fund pay for unamortized expenses (if any)? Not Applicable 23.Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation? [_] Yes [X] No If Yes, cite the release numbers of the Commission's notice and order or, if no notice or order has been issued, the file number and date the application was filed: V. Conclusion of Fund Business 24.Is the fund a party to any litigation or administrative proceeding? [_] Yes [X] No If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation: 25.Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs? [_] Yes [X] No If Yes, describe the nature and extent of those activities: VI.Mergers Only 26.(a) State the name of the fund surviving the Merger: (b) State the Investment Company Act file number of the fund surviving the Merger: (c) If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form N-14 type used and date the agreement was filed: - 6 - (d) If the merger or reorganization agreement had not been filed with the Commission, provide a copy of the agreement as an exhibit to this form. - 7 - VERIFICATION The undersigned states that (i) she has executed this Form N-8F application for an order under section 8(f) of the Investment Company Act of 1940 on behalf of AEW Real Estate Income Fund; (ii) she is the Secretary of AEW Real Estate Income Fund and (iii) all actions by shareholders, trustees and any other body necessary to authorize the undersigned to execute and file this Form N-8F application have been taken. The undersigned also states that the facts set forth in this Form N-8F application are true to the best of her knowledge, information and belief. /s/ Coleen Downs Dinneen - -------------------------- Coleen Downs Dinneen - 8 - -----END PRIVACY-ENHANCED MESSAGE-----