0000898432-08-000502.txt : 20120726
0000898432-08-000502.hdr.sgml : 20120726
20080520183054
ACCESSION NUMBER: 0000898432-08-000502
CONFORMED SUBMISSION TYPE: CORRESP
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20080520
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: MORGAN KEEGAN SELECT FUND INC
CENTRAL INDEX KEY: 0001072377
IRS NUMBER: 522139807
STATE OF INCORPORATION: MD
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: CORRESP
BUSINESS ADDRESS:
STREET 1: BROOKFIELD INVESTMENT MANAGEMENT INC
STREET 2: 3 WFC, 200 VESEY STREET, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281-1010
BUSINESS PHONE: 2125498328
MAIL ADDRESS:
STREET 1: BROOKFIELD INVESTMENT MANAGEMENT INC
STREET 2: 3 WFC, 200 VESEY STREET, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281-1010
FORMER COMPANY:
FORMER CONFORMED NAME: MORGAN KEEGAN SELECT FUND INC
DATE OF NAME CHANGE: 20020918
FORMER COMPANY:
FORMER CONFORMED NAME: REGIONS MORGAN KEEGAN SELECT FUND INC
DATE OF NAME CHANGE: 20020503
FORMER COMPANY:
FORMER CONFORMED NAME: MORGAN KEEGAN SELECT FUND INC
DATE OF NAME CHANGE: 19990121
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: RMK HIGH INCOME FUND INC
CENTRAL INDEX KEY: 0001227122
IRS NUMBER: 470921123
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: CORRESP
BUSINESS ADDRESS:
STREET 1: BROOKFIELD INVESTMENT MANAGEMENT INC
STREET 2: 3 WFC, 200 VESEY STREET, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281-1010
BUSINESS PHONE: 2125498328
MAIL ADDRESS:
STREET 1: BROOKFIELD INVESTMENT MANAGEMENT INC
STREET 2: 3 WFC, 200 VESEY STREET, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281-1010
FORMER COMPANY:
FORMER CONFORMED NAME: HELIOS HIGH INCOME FUND INC
DATE OF NAME CHANGE: 20090107
FORMER COMPANY:
FORMER CONFORMED NAME: RMK HIGH INCOME FUND INC
DATE OF NAME CHANGE: 20030414
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: RMK STRATEGIC INCOME FUND INC
CENTRAL INDEX KEY: 0001275902
IRS NUMBER: 270081847
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: CORRESP
BUSINESS ADDRESS:
STREET 1: BROOKFIELD INVESTMENT MANAGEMENT INC
STREET 2: 3 WFC, 200 VESEY STREET, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281-1010
BUSINESS PHONE: 2125498328
MAIL ADDRESS:
STREET 1: BROOKFIELD INVESTMENT MANAGEMENT INC
STREET 2: 3 WFC, 200 VESEY STREET, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281-1010
FORMER COMPANY:
FORMER CONFORMED NAME: HELIOS STRATEGIC INCOME FUND INC
DATE OF NAME CHANGE: 20090107
FORMER COMPANY:
FORMER CONFORMED NAME: RMK STRATEGIC INCOME FUND INC
DATE OF NAME CHANGE: 20040109
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: RMK Advantage Income Fund, Inc.
CENTRAL INDEX KEY: 0001302246
IRS NUMBER: 000000000
STATE OF INCORPORATION: MD
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: CORRESP
BUSINESS ADDRESS:
STREET 1: BROOKFIELD INVESTMENT MANAGEMENT INC
STREET 2: 3 WFC, 200 VESEY STREET, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281-1010
BUSINESS PHONE: 2125498328
MAIL ADDRESS:
STREET 1: BROOKFIELD INVESTMENT MANAGEMENT INC
STREET 2: 3 WFC, 200 VESEY STREET, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281-1010
FORMER COMPANY:
FORMER CONFORMED NAME: Helios Advantage Income Fund, Inc.
DATE OF NAME CHANGE: 20090107
FORMER COMPANY:
FORMER CONFORMED NAME: RMK Advantage Income Fund, Inc.
DATE OF NAME CHANGE: 20040907
FORMER COMPANY:
FORMER CONFORMED NAME: RMK Advantage Fund, Inc.
DATE OF NAME CHANGE: 20040902
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: RMK Multi-Sector High Income Fund Inc
CENTRAL INDEX KEY: 0001343602
IRS NUMBER: 000000000
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: CORRESP
BUSINESS ADDRESS:
STREET 1: BROOKFIELD INVESTMENT MANAGEMENT INC
STREET 2: 3 WFC, 200 VESEY STREET, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281-1010
BUSINESS PHONE: 2125498328
MAIL ADDRESS:
STREET 1: BROOKFIELD INVESTMENT MANAGEMENT INC
STREET 2: 3 WFC, 200 VESEY STREET, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281-1010
FORMER COMPANY:
FORMER CONFORMED NAME: Helios Multi-Sector High Income Fund Inc
DATE OF NAME CHANGE: 20090107
FORMER COMPANY:
FORMER CONFORMED NAME: RMK Multi-Sector High Income Fund Inc
DATE OF NAME CHANGE: 20051104
CORRESP
1
filename1.txt
K&L|GATES Kirkpatrick & Lockhart Preston Gates Ellis LLP
1601 K Street NW
Washington, DC 20006-1600
T 202.778.9000 www.klgates.com
May 20, 2008
VIA EDGAR
---------
Mr. Vincent J. Di Stefano
Office of Disclosure and Review
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: RMK Advantage Income Fund, Inc.
(File No. 811-21631)
RMK High Income Fund, Inc.
(File No. 811-21332)
RMK Multi-Sector High Income Fund, Inc.
(File No. 811-21833)
RMK Strategic Income Fund, Inc.
(File No. 811-21487)
Morgan Keegan Select Fund, Inc.
(File No. 811-09079)
Preliminary Proxy Statements on Schedule 14A
--------------------------------------------
Dear Mr. Di Stefano:
Set forth below are the responses of the above registrants (the "Funds") to
the staff's comments on the Funds' preliminary proxy statements filed on May 2,
which you conveyed during our telephone call on May 9.
1. COMMENT: In the first paragraph under the heading "Reasons for Board
Approval and Recommendation," please add disclosure regarding what prompted
the proposed change in the Funds' investment adviser.
RESPONSE: We revised the first paragraph under the "Reasons for Board
Approval and Recommendation," as follows:
In late 2007, HBAM, which had been serving as a valuation consultant to the
Funds since August 2007, expressed an interest in becoming the Funds'
investment adviser and began discussions with MAM regarding HBAM taking
over the management of the Funds. MAM requested and received a proposal
from HBAM under which HBAM would serve as investment adviser to the Funds.
The details of the proposal from HBAM (the "Proposal") were discussed with
K&L|GATES
Mr. Vincent J. Di Stefano
May 20, 2008
Page 2
the Independent Directors during a telephonic meeting on January 16, 2008
and at an in-person meeting held on January 23, 2008. MAM represented to
the Boards that MAM believed that the Proposal was in the best interests of
the shareholders of each of the Funds. The essential elements of the
Proposal have been incorporated into the Adoption Agreement.
2. COMMENT: In the second paragraph under the heading "Section 15(f) of the
1940 Act," please explain why HBAM has agreed that at least 75% of each
Fund's directors will be Independent Directors for only two years after the
consummation of the Transaction and not three years.
RESPONSE: This was an inadvertent typographical error. The disclosure has
been corrected to state that HBAM has agreed that at least 75% of each
Fund's directors will be Independent Directors for three years after the
consummation of the Transaction.
* * * * *
If you have any questions regarding the foregoing, please contact me at
(202) 778-9024, or Alan Porter at (202) 778-9186.
Sincerely,
/s/ Mitra Shakeri
-----------------
Mitra Shakeri