UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-8F
Application for Deregistration of Certain Registered Investment Companies.
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General Identifying Information |
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1. |
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Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above): |
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x |
Merger |
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Liquidation |
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Abandonment of Registration |
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(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.) |
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Election of status as a Business Development Company |
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(Note: Business Development Companies answer only questions 1 through 10 of this form and complete verification at the end of the form.) |
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2. |
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Name of fund: RMR F.I.R.E. Fund (the Fund) |
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3. |
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Securities and Exchange Commission File No.: 811-21616 |
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Is this an initial Form N-8F or an amendment to a previously filed Form N-8F? |
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o |
Initial Application |
x |
Amendment |
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5. |
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Address of Principal Executive Office (include No. & Street, City, State, Zip Code): |
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400 Centre Street |
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Newton, Massachusetts 02458 |
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6. |
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Name, address, and telephone number of individual the Commission staff should contact with any questions regarding this form: |
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Michael Hoffman |
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Skadden, Arps, Slate, Meagher & Flom LLP |
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4 Times Square |
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New York, New York 10036 |
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212-735-3000 |
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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]: |
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Karen Jacoppo-Wood |
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RMR Advisors, Inc. |
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400 Centre Street |
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Newton, Massachusetts 02458 |
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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. |
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8. |
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Classification of fund (check only one): |
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x |
Management company; |
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o |
Unit investment trust; or |
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o |
Face-amount certificate company. |
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9. |
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Subclassification if the fund is a management company (check only one): |
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Open-end |
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Closed-end |
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10. |
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State law under which the fund was organized or formed (e.g., Delaware, Massachusetts): Massachusetts |
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11. |
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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: |
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RMR Advisors, Inc. |
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400 Centre Street |
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Newton, Massachusetts 02458 |
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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: |
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RBC Capital Markets Corporation |
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1 Liberty Plaza |
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New York, New York 10006 |
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RBC Dain Rauscher Inc. |
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60 South 6th Street |
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Minneapolis, Minnesota 55402 |
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A.G. Edwards & Sons, Inc. |
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1 North Jefferson Street |
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St. Louis, Missouri 63103 |
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If the fund is a unit investment trust (UIT) provide: |
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(a) Depositors name(s) and address(es): N/A |
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(b) Trustees name(s) and address(es): N/A |
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14. |
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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)? |
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o Yes |
x No |
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If Yes, for each UIT state: |
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Name(s): |
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File No.: 811- |
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Business Address: |
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15. |
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(a) |
Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration? |
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x Yes |
o No |
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If Yes, state the date on which the board vote took place: December 18, 2008 |
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If No, explain: |
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(b) |
Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration? |
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x Yes |
o No |
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If Yes, state the date on which the shareholder vote took place: June 4, 2009 |
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If No, explain: |
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II. |
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Distributions to Shareholders |
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16. |
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Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation? |
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x Yes |
o No |
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(a) |
If Yes, list the date(s) on which the fund made those distributions: June 18, 2009 |
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(b) |
Were the distributions made on the basis of net assets? |
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x Yes |
o No |
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(c) |
Were the distributions made pro rata based on share ownership? |
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x Yes |
o No |
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(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: |
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(e) |
Liquidations only: |
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Were any distributions to shareholders made in kind? |
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o Yes |
o No |
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If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of shareholders: |
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17. |
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Closed-end funds only: |
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Has the fund issued senior securities? |
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x Yes |
o No |
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If Yes, describe the method of calculating payments to senior securityholders and distributions to other shareholders: |
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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 18, 2009. Each holder of Series W Auction Preferred Shares of the Fund received Series W Auction Preferred Shares of RMR Real Estate Income Fund having an aggregate liquidation preference equal to the aggregate liquidation preference attributable to the Series W Auction Preferred Shares of the Fund that were exchanged. |
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18. |
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Has the fund distributed all of its assets to the funds shareholders? |
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x Yes |
o No |
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If No, |
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(a) |
How many shareholders does the fund have as of the date this form is filed? |
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(b) |
Describe the relationship of each remaining shareholder to the fund: |
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19. |
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Are there any shareholders who have not yet received distributions in complete liquidation of their interests? |
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o Yes |
x No |
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If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders: |
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III. |
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Assets and Liabilities |
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20. |
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Does the fund have any assets as of the date this form is filed? |
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(See question 18 above) |
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o Yes |
x No |
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If Yes, |
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(a) |
Describe the type and amount of each asset retained by the fund as of the date this form is filed: |
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(b) |
Why has the fund retained the remaining assets? |
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(c) |
Will the remaining assets be invested in securities? |
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o Yes |
o No |
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21. |
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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? |
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o Yes |
x No |
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If Yes, |
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(a) |
Describe the type and amount of each debt or other liability: |
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(b) |
How does the fund intend to pay these outstanding debts or other liabilities? |
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IV. |
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Information About Event(s) Leading to Request For Deregistration |
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22. |
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(a) |
List the expenses incurred in connection with the Merger or Liquidation: |
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(i) |
Legal expenses: $110,477 |
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(ii) |
Accounting expenses: $0 |
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(iii) |
Other expenses (list and identify separately): |
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(1) Printing: $12,111 |
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(2) Proxy Solicitation: $10,081 |
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(3) Proxy Mailing/Tabulation: $7,564 |
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(4) Newswire: $441 |
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(5) Transfer Agency Out-of-Pocket: $337 |
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(iv) |
Total expenses (sum of lines (i)-(iii) above): $141,011 |
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(b) |
How were those expenses allocated? |
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These expenses were allocated to the Fund. |
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(c) |
Who paid those expenses? |
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These expenses were paid by the Fund. |
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(d) |
How did the fund pay for unamortized expenses (if any)? |
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N/A |
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23. |
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Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation? |
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o Yes |
x No |
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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: |
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V. |
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Conclusion of Fund Business |
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24. |
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Is the fund a party to any litigation or administrative proceeding? |
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o Yes |
x No |
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If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation: |
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25. |
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Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs? |
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o Yes |
x No |
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If Yes, describe the nature and extent of those activities: |
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VI. |
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Mergers Only |
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26. |
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(a) |
State the name of the fund surviving the Merger: RMR Real Estate Income Fund |
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(b) |
State the Investment Company Act file number of the fund surviving the Merger: 811-22234 |
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(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: |
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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. |
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(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 |
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6
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 RMR F.I.R.E. Fund, (ii) she is the Vice-President and Assistant Secretary of RMR F.I.R.E. 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 her knowledge, information and belief.
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RMR F.I.R.E. FUND |
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By: |
/s/ Karen Jacoppo-Wood |
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Name: |
Karen Jacoppo-Wood |
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Title: |
Vice-President and Assistant Secretary |
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