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 Asia Real Estate Fund (the
Fund
)
3.
Securities and Exchange
Commission File No.:
811-22007
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.
400 Centre Street
Newton, Massachusetts 02458
1
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
Macarthur Cook Investment
Managers Limited
Level 4
30 Collins Street
Melbourne, Victoria 3000
Austraila
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
Wachovia Capital Markets,
LLC
375 Park Avenue
New York, New York 10152
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
If Yes, for each UIT state:
Name(s):
File No.: 811-
Business Address:
2
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 16,
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:
17.
Closed-end funds only:
Has
the fund issued senior securities?
o
Yes
x
No
3
If Yes, describe the method of calculating
payments to senior securityholders and distributions to other shareholders:
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
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
22.
(a)
List the expenses incurred in connection
with the Merger or Liquidation:
(i)
Legal expenses:
$70,559
(ii)
Accounting expenses:
$0
4
(iii)
Other expenses (list and identify separately):
(1)
Printing: $63,419
(2)
Proxy Solicitation: $42,681
(3)
Proxy Mailing/Tabulation: $13,240
(4)
Transfer Agency Out-of-Pocket: $5,399
(5)
Newswire: $1,286
(iv)
Total expenses (sum of lines (i)-(iii) above):
$196,584
(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.
How did the fund pay for
unamortized expenses (if any)?
N/A
23.
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
24.
Is the fund a party to any
litigation or administrative proceeding?
o
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?
o
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:
RMR Asia Pacific Real
Estate Fund
(b)
State the Investment Company Act file number of the fund
surviving the Merger:
811-22260
5
(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. 333-156412)
on March 30, 2009. It was included as Appendix C to the SAI.
(d)
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.
N/A
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 Asia Real Estate Fund, (ii) he
is a Trustee and the President and Principal Executive Officer of RMR Asia Real
Estate 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.
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RMR ASIA REAL ESTATE FUND
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By:
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/s/ Adam D. Portnoy
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Name:
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Adam D. Portnoy
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Title:
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Trustee, President and Principal Executive Officer
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7
Rmr Asia Real Estate Fd (AMEX:RAF)
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부터 5월(5) 2024 으로 6월(6) 2024
Rmr Asia Real Estate Fd (AMEX:RAF)
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부터 6월(6) 2023 으로 6월(6) 2024