Securities and Exchange
Commission
Washington, DC 20549
Notification of Redemption of Securities Pursuant
to Rule 23c-2
Under the Investment Company Act of 1940
RMR DIVIDEND CAPTURE FUND
400 Centre Street, Newton, Massachusetts 02458
Securities Act File No. 333-147635
Investment Company Act File No. 811-22079
The undersigned
registered closed-end investment company hereby notifies the Securities and
Exchange Commission (the “Commission”) that it intends to redeem securities of
which it is the issuer, as set forth below in accordance with the requirements
of Rule 23c-2 under the Investment Company Act of 1940, as amended.
(1)
Title
of the class of securities to be redeemed:
Preferred shares,
par value $.0001 per share (CUSIP
76970L208),
liquidation preference of $25,000 per share, Series F (the “Preferred
Shares”).
(2)
Date on
which the securities are to be called or redeemed:
The Preferred Shares are
to be redeemed on December 31, 2008.
(3)
Applicable
provisions of the governing instrument pursuant to which the securities are to
be redeemed:
The Preferred Shares are to be redeemed in accordance with
Section 11(a) of
Part I of Article X of the Fund’s Amended and Restated Bylaws.
(4)
The
principal amount or number of shares and the basis upon which the securities to
be redeemed are to be selected:
64 outstanding Preferred
Shares will be redeemed. The issuer will
redeem the Preferred Shares from the registered holders of such shares on a pro
rata basis.
Please note that
this notice serves only to disclose a proposed redemption of Preferred Shares.