- Application for deregistration (N-8F)
24 Junio 2009 - 11:04AM
Edgar (US Regulatory)
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):
|
|
|
|
|
x
|
Merger
|
|
|
|
|
o
|
Liquidation
|
|
|
|
|
o
|
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.)
|
|
|
|
|
o
|
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:
RMR Preferred Dividend Fund
(the
Fund
)
|
|
|
|
3.
|
Securities and Exchange
Commission File No.:
811-21671
|
|
|
|
4.
|
Is this an initial Form N-8F
or an amendment to a previously filed Form N-8F?
|
|
|
|
|
x
|
Initial Application
|
o
|
Amendment
|
|
|
|
5.
|
Address of Principal
Executive Office (include No. & Street, City, State, Zip Code):
|
|
|
|
|
|
400 Centre Street
|
|
|
Newton, Massachusetts 02458
|
|
|
|
6.
|
Name, address, and
telephone number of individual the Commission staff should contact with any
questions regarding this form:
|
|
|
|
|
|
Michael Hoffman
|
|
|
Skadden, Arps, Slate, Meagher &
Flom LLP
|
|
|
4 Times Square
|
|
|
New York, New York 10036
|
|
|
212-735-3000
|
|
|
|
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]:
|
|
|
|
|
|
Karen Jacoppo-Wood
|
|
|
RMR Advisors, Inc.
|
1
|
|
400 Centre Street
|
|
|
Newton, Massachusetts 02458
|
|
|
|
|
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;
|
|
|
|
|
o
|
Unit investment trust;
or
|
|
|
|
|
o
|
Face-amount certificate
company.
|
|
|
|
9.
|
Subclassification if
the fund is a management company (check only one):
|
|
|
|
|
o
|
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 funds contracts with those advisers
have been terminated:
|
|
|
|
|
|
RMR Advisors, Inc.
|
|
|
400 Centre Street
|
|
|
Newton, Massachusetts 02458
|
|
|
|
12.
|
Provide the name and
address of each principal underwriter of the fund during the last five years,
even if the funds contracts with those underwriters have been terminated:
|
|
|
|
|
|
RBC Capital Markets Corporation
|
|
|
1 Liberty Plaza
|
|
|
New York, New York 10006
|
|
|
|
|
|
RBC Dain Rauscher Inc.
|
|
|
60 South 6th Street
|
|
|
Minneapolis, Minnesota 55402
|
|
|
|
|
|
Wachovia Capital Markets, LLC
|
|
|
7 St. Paul Street, 1st Floor
|
|
|
Baltimore, Maryland 21202
|
|
|
|
13.
|
If the fund is a unit
investment trust (UIT) provide:
|
|
|
|
|
(a)
|
Depositors name(s) and
address(es):
N/A
|
|
|
|
|
(b)
|
Trustees name(s) and
address(es):
N/A
|
|
|
|
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)?
|
|
|
|
|
o
Yes
|
x
No
|
|
|
|
|
|
|
|
2
|
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
|
o
No
|
|
|
|
|
|
If Yes, state the date
on which the board vote took place:
December 18, 2008
|
|
|
|
|
|
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?
|
|
|
|
|
|
x
Yes
|
o
No
|
|
|
|
|
|
|
If Yes, state the date
on which the shareholder vote took place:
June 4,
2009
|
|
|
|
|
|
If No, explain:
|
|
|
|
|
II.
|
Distributions to Shareholders
|
|
|
|
|
16.
|
Has the fund distributed any assets to its
shareholders in connection with the Merger or Liquidation?
|
|
|
|
|
|
x
Yes
|
o
No
|
|
|
|
|
|
(a)
|
If Yes, list the date(s)
on which the fund made those distributions:
June 23,
2009
|
|
|
|
|
(b)
|
Were the distributions
made on the basis of net assets?
|
|
|
|
|
|
x
Yes
|
o
No
|
|
|
|
|
|
(c)
|
Were the distributions
made
pro rata
based on share ownership?
|
|
|
|
|
|
|
x
Yes
|
o
No
|
|
|
|
|
|
(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:
|
|
|
|
|
|
(e)
|
Liquidations only:
|
|
|
Were any distributions
to shareholders made in kind?
|
|
|
|
|
|
|
o
Yes
|
o
No
|
|
|
|
|
|
If Yes, indicate the
percentage of fund shares owned by affiliates, or any other affiliation of
shareholders:
|
|
|
|
|
|
|
|
3
17.
|
Closed-end funds only:
|
|
Has the fund issued
senior securities?
|
|
|
|
|
|
x
Yes
|
o
No
|
|
|
|
|
|
If Yes, describe the
method of calculating payments to senior securityholders and distributions to
other shareholders:
|
|
|
|
|
|
|
Common shares of the Fund were
exchanged for common shares of RMR Real Estate Income Fund based on the
relative net asset values of each funds common shares as of 4:00 p.m.
on June 23, 2009. Each holder of Series M
Auction Preferred Shares of the Fund received Series M Auction Preferred
Shares of RMR Real Estate Income Fund having an aggregate liquidation
preference equal to the aggregate liquidation preference attributable to the Series M
Auction Preferred Shares of the Fund that were exchanged.
|
|
|
|
|
18.
|
Has the fund
distributed
all
of its assets to the
funds shareholders?
|
|
|
|
|
|
x
Yes
|
o
No
|
|
|
|
|
|
If No,
|
|
(a)
|
How many shareholders
does the fund have as of the date this form is filed?
|
|
|
|
|
(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?
|
|
|
|
o
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)
|
|
|
|
o
Yes
|
x
No
|
|
|
|
If Yes,
|
|
(a)
|
Describe the type and
amount of each asset retained by the fund as of the date this form is filed:
|
|
|
|
|
(b)
|
Why has the fund
retained the remaining assets?
|
|
|
|
|
(c)
|
Will the remaining
assets be invested in securities?
|
|
|
|
|
|
o
Yes
|
o
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?
|
|
|
|
o
Yes
|
x
No
|
|
|
|
|
|
4
|
If Yes,
|
|
(a)
|
Describe the type and
amount of each debt or other liability:
|
|
|
|
|
(b)
|
How does the fund
intend to pay these outstanding debts or other liabilities?
|
|
|
|
IV.
|
Information About Event(s) Leading
to Request For Deregistration
|
|
|
|
1.
|
(a)
|
List the expenses
incurred in connection with the Merger or Liquidation:
|
|
|
|
|
|
(i)
|
Legal expenses:
$161,460
|
|
|
|
|
|
(ii)
|
Accounting expenses:
$0
|
|
|
|
|
|
(iii)
|
Other expenses (list
and identify separately):
|
|
|
|
|
|
|
(1)
|
Printing: $17,700
|
|
|
|
|
|
|
|
|
(2)
|
Proxy Solicitation: $14,734
|
|
|
|
|
|
|
|
|
(3)
|
Proxy Mailing/Tabulation:
$12,676
|
|
|
|
|
|
|
|
|
(4)
|
Newswire: $645
|
|
|
|
|
|
|
|
|
(5)
|
Transfer Agency Out-of-Pocket:
$492
|
|
|
|
|
|
Total expenses (sum of
lines (i)-(iii) above):
$207,707
|
|
|
|
|
(b)
|
How were those expenses
allocated?
|
|
|
|
|
|
These expenses were allocated
to the Fund.
|
|
|
|
|
(c)
|
Who paid those
expenses?
|
|
|
|
|
|
These expenses were paid by the
Fund.
|
|
|
|
|
(d)
|
How did the fund pay
for unamortized expenses (if any)?
|
|
|
|
|
|
N/A
|
|
|
|
2.
|
Has the fund previously
filed an application for an order of the Commission regarding the Merger or
Liquidation?
|
|
|
|
o
Yes
|
x
No
|
|
|
|
If Yes, cite the
release numbers of the Commissions 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
|
|
|
3.
|
Is the fund a party to
any litigation or administrative proceeding?
|
|
|
|
o
Yes
|
x
No
|
|
|
|
|
|
|
5
|
If Yes, describe the
nature of any litigation or proceeding and the position taken by the fund in
that litigation:
|
|
|
|
|
4.
|
Is the fund now
engaged, or intending to engage, in any business activities other than those
necessary for winding up its affairs?
|
|
|
|
|
|
o
Yes
|
x
No
|
|
|
|
|
|
If Yes, describe the
nature and extent of those activities:
|
|
|
|
|
VI.
|
Mergers Only
|
|
|
|
|
5.
|
(a)
|
State the name of the
fund surviving the Merger:
RMR Real Estate Income
Fund
|
|
|
|
|
(b)
|
State the Investment
Company Act file number of the fund surviving the Merger:
811-22234
|
|
|
|
|
(c)
|
If the merger or
reorganization agreement has been filed with the Commission, state the file
number(s), form type used and date the agreement was filed:
|
|
|
|
|
The Form of Agreement and
Plan of Reorganization was filed with the Commission on Form N-14 (File No. 333-153201) on March 30,
2009. It was included as Appendix C to
the SAI.
|
|
|
|
If the merger or
reorganization agreement has not been filed with the Commission, provide a
copy of the agreement as an exhibit to this form.
|
6
VERIFICATION
The undersigned states that (i) he
has executed this Form N-8F application for an order under section 8(f)
of the Investment Company Act of 1940 on behalf of RMR Preferred Dividend Fund,
(ii) he is a Trustee and the President and Principal Executive Officer of
RMR Preferred Dividend Fund, and (iii) all actions by shareholders,
directors, 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 his
knowledge, information and belief.
|
RMR PREFERRED DIVIDEND FUND
|
|
|
|
|
|
|
|
By:
|
/s/
Adam D. Portnoy
|
|
Name:
|
Adam
D. Portnoy
|
|
Title:
|
Trustee,
President and Principal Executive Officer
|
7
Rmr Dividend (AMEX:RDR)
Gráfica de Acción Histórica
De Ago 2024 a Sep 2024
Rmr Dividend (AMEX:RDR)
Gráfica de Acción Histórica
De Sep 2023 a Sep 2024
Real-Time news about Rmr Preferred Dividend Fund (American Stock Exchange): 0 recent articles
Más de Artículos de Noticias