N-8F 1 formn8f.htm

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):

   
 

[X]

Merger

 

[ ]

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: Regions Morgan Keegan Select Funds

   

3.

Securities and Exchange Commission File No.: 811-06511

   

4.

Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?

   
 

[X]     Initial Application     [ ]     Amendment


5.

Address of Principal Executive Office (include No. & Street, City, State, Zip Code):

   
 

50 North Front Street
Memphis, TN 38103

   

6.

Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form:

   
 

Alan C. Porter
K&L Gates LLP
1601 K Street, NW
Washington, DC 20006
202-778-9000

   

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]:



 

 

Morgan Keegan & Company, Inc.
50 North Front Street
Memphis, TN 38103
901-524-4100

  
 

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):

   
 

[X]     Open-end          [ ]     Closed-end

   

10.

State law under which the fund was organized or formed (e.g., Delaware or 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:

   
 

Morgan Asset Management, Inc.
1901 6th Avenue North, 4th Floor
Birmingham, Alabama 35203
(Adviser)

Channing Capital Management, LLC
10 South LaSalle Street, Suite 2650
Chicago, IL 60603
(Sub-adviser to Regions Morgan Keegan Select Mid Cap Value Fund)


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:

   
 

Morgan Keegan & Company, Inc.
50 North Front Street
Memphis, Tennessee 38103
800-366-7426

 

13.

If the fund is a unit investment trust (“UIT”) provide:

   
 

(a)     Depositor’s name(s) and address(es):

   
 

(b)     Trustee’s name(s) and address(es):



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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.:
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 the board vote took place: January 21, 2009

     
   

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

[ ] No

       
   

If Yes, state the date on which the shareholder vote took place: May 8, 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

[ ] No

       
 

(a)

If Yes, list the date(s) on which the fund made those distributions:

     
   

May 15, 2009

     
 

(b)

Were the distributions made on the basis of net assets?

     
   

[ X ] Yes

[ ] No

     
 

(c)

Were the distributions made pro rata based on share ownership?

   
   

[ X ] Yes

[ ] 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:

     
 

(e)

Liquidations only:

     
   

Were any distributions to shareholders made in kind?

     
   

[ ] Yes

[ ] 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?

   
   

[ ] Yes

[ ] No

   
 

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 fund’s shareholders?

   
   

[ X ] Yes

[ ] 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?

   
   

[ ] 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)

   
   

[ ] Yes

[ X ] No

       
 

If Yes,

   


4

 

(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?

       
   

[ ] Yes

[ ] 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?

   
   

[ ] 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:

$1,487,186

   

(ii)

Accounting Expenses:

$0

   

(iii)

Other expenses (list and identify separately):

 
     

Proxy Expenses:

$206,637

     

Postage, printing and mailing:

$123,642

   

(iv)

Total expenses (sum of lines (i)-(iii) above):

$1,817,465

         
 

(b)

How were those expenses allocated? Expenses were not paid by the Funds.

     
 

(c)

Who paid those expenses? The expenses were paid by Pioneer Investment Management, Inc. and Morgan Asset Management, Inc.

     
 

(d)

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?

   
   

[ ] 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

         


5

 

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

         
 

(a)

State the name of the fund surviving the Merger:



Acquired Fund

Surviving Fund

RMK Select Core Equity Fund

Pioneer Fund

RMK Select Growth Fund

Pioneer Growth Fund, a series of Pioneer Series Trust I

RMK Select Value Fund

Pioneer Cullen Value Fund, a series of Pioneer Series Trust III

RMK Select Mid Cap Value Fund

Pioneer Mid Cap Value Fund

RMK Select Balanced Fund

Pioneer Classic Balanced Fund, a series of Pioneer Series Trust IV

RMK Select Fixed Income Fund

Pioneer Bond Fund

RMK Select Limited Maturity Fixed Income Fund

Pioneer Short Term Income Fund

RMK Select Intermediate Tax Exempt Bond Fund

Pioneer Intermediate Tax Free Income Fund, a series of Pioneer Series Trust I

RMK Select Treasury Money Market Fund

Pioneer Treasury Reserves Fund, a series of Pioneer Series Trust IV

RMK Select Money Market Fund

Pioneer Cash Reserves Fund, a series of Pioneer Money Market Trust

RMK Select Mid Cap Growth Fund

Pioneer Select Mid Cap Growth Fund, a series of Pioneer Series Trust I



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(b)     State the Investment Company Act file number of the fund surviving the Merger:

Surviving Fund

File Number

Pioneer Fund

811-01466

Pioneer Growth Fund, a series of Pioneer Series Trust I

811-21425

Pioneer Cullen Value Fund, a series of Pioneer Series Trust III

811-21664

Pioneer Mid Cap Value Fund

811-06106

Pioneer Classic Balanced Fund, a series of Pioneer Series Trust IV

811-21781

Pioneer Bond Fund

811-02864

Pioneer Short Term Income Fund

811-21558

Pioneer Intermediate Tax Free Income Fund, a series of Pioneer Series Trust I

811-21425

Pioneer Treasury Reserves Fund, a series of Pioneer Series Trust IV

811-21781

Pioneer Cash Reserves Fund, a series of Pioneer Money Market Trust

811-05099

Pioneer Select Mid Cap Growth Fund, a series of Pioneer Series Trust I

811-21425



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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:


Surviving Fund

File Number

Pioneer Fund

333-157321

Pioneer Growth Fund, a series of Pioneer Series Trust I

333-157353

Pioneer Cullen Value Fund, a series of Pioneer Series Trust III

333-157336

Pioneer Mid Cap Value Fund

333-157312

Pioneer Classic Balanced Fund, a series of Pioneer Series Trust IV

333-157350

Pioneer Bond Fund

333-157342

Pioneer Short Term Income Fund

333-157340

Pioneer Intermediate Tax Free Income Fund, a series of Pioneer Series Trust I

333-157353

Pioneer Treasury Reserves Fund, a series of Pioneer Series Trust IV

333-157350

Pioneer Cash Reserves Fund, a series of Pioneer Money Market Trust

333-157315

Pioneer Select Mid Cap Growth Fund, a series of Pioneer Series Trust I

333-157353



   

Form Type Used: N-14

     
   

Date reorganization agreement was filed: Definitive proxy statement/prospectus (which included the reorganization agreement as Appendix A) was filed in EDGAR Submission Type “497” on April 3, 2009.

         
 

(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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VERIFICATION

     The undersigned states that (i) he or 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 Regions Morgan Keegan Select Funds, (ii) he or she is the principal executive officer of Regions Morgan Keegan Select Funds, 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 his or her knowledge, information and belief.

 

REGIONS MORGAN KEEGAN SELECT FUNDS

   
 

/s/ _     J. Thompson Weller ______

Name:      J. Thompson Weller
Title:      Treasurer

 

 



 

Dated: August 18, 2009

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