NEWTON, Mass., Mar 20, 2009 (BUSINESS WIRE) -- Today, RMR Funds announced that Joint Special Meetings of Shareholders
(the "Meetings") to seek approval of the reorganization of each of its
seven closed end funds will be held on Thursday, June 4, 2009. The
record date for determination of shareholders entitled to vote at the
Meetings has been set at the close of business on Tuesday, March 31,
2009.
As previously announced, the RMR Funds filed a preliminary Joint Proxy
and Registration Statement/Prospectus with the U.S. Securities and
Exchange Commission (SEC) with respect to the proposed reorganization of
each of RMR Real Estate Fund (NYSE Amex: RMR), RMR Hospitality and Real
Estate Fund (NYSE Amex: RHR), RMR F.I.R.E. Fund (NYSE Amex: RFR), RMR
Preferred Dividend Fund (NYSE Amex: RDR) and RMR Dividend Capture Fund
(NYSE Amex: RCR) into a newly formed closed end fund, RMR Real Estate
Income Fund ("New RMR"), and filed a separate preliminary Joint Proxy
and Registration Statement/Prospectus with respect to the proposed
reorganization of each of RMR Asia Pacific Real Estate Fund (NYSE Amex:
RAP) and RMR Asia Real Estate Fund (NYSE Amex: RAF) into a newly formed
closed end fund, New RMR Asia Pacific Real Estate Fund ("New RAP"). The
funds currently expect to file amended Joint Proxy and Registration
Statements/Prospectuses with the SEC in the coming weeks for the primary
purpose of updating certain financial information contained in those
documents, and expect to mail definitive Joint Proxy
Statements/Prospectuses to fund shareholders to solicit shareholder
approval in April 2009.
Subject to the requisite shareholder approval and the satisfaction of
other conditions set forth in each Agreement and Plan of Reorganization,
the reorganizations of each of RMR, RHR, RFR, RDR and RCR with New RMR,
and the reorganizations of each of RAP and RAF with New RAP, are
anticipated to be consummated as soon as practicable following the
Meetings.
This press release is not intended to, and shall not, constitute an
offer to purchase or sell shares of any of the affected funds, including
New RMR and New RAP; nor is this press release intended to solicit a
proxy from any shareholder of any of the affected funds. The
solicitation of the purchase or sale of securities or of proxies to
effect each fund reorganization may only be made by a final, effective
Registration Statement, which includes a definitive Joint Proxy
Statement/Prospectus, after the Registration Statement is declared
effective by the SEC.
Additional Information About the
Proposed Fund Reorganizations and Where to Find It:
This press release references an amended Registration Statement, which
includes an amended Joint Proxy Statement/Prospectus, to be filed by New
RMR, RMR, RHR, RFR, RDR and RCR, and a separate amended Registration
Statement, which includes an amended Joint Proxy Statement/Prospectus,
to be filed by New RAP, RAP and RAF. Neither of these documents has yet
been filed with the SEC. After these documents are filed with the SEC,
they may be amended or withdrawn and they will not be distributed to
shareholders of the affected funds unless and until they are declared
effective by the SEC.
The funds and their respective trustees, officers and employees, and the
funds' investment advisor, RMR Advisors, Inc. ("Advisor"), and its
shareholders, officers and employees and other persons may be deemed to
be participants in the solicitation of proxies with respect to these
proposed reorganizations. Investors and shareholders may obtain more
detailed information regarding the direct and indirect interests of the
funds' respective trustees, officers and employees, and the Advisor's
shareholders, officers and employees and other persons by reading the
preliminary and definitive Joint Proxy Statement/Prospectuses regarding
the proposed reorganizations, filed with the SEC, when they become
available.
The Registration Statements of New RMR and New RAP have not yet become
effective, and the information contained therein, including information
in the preliminary Joint Proxy Statement/Prospectuses, is not complete
and is subject to change. INVESTORS AND SECURITY HOLDERS OF THE FUNDS
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUSES AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED FUND REORGANIZATIONS. INVESTORS SHOULD CONSIDER THE
INVESTMENT OBJECTIVES, RISKS AND CHARGES AND EXPENSES OF THE FUNDS
CAREFULLY. THE JOINT PROXY STATEMENT/PROSPECTUSES WILL CONTAIN THE
INVESTMENT OBJECTIVES, RISKS AND CHARGES AND EXPENSES AND OTHER
IMPORTANT INFORMATION ABOUT THE FUNDS. New RMR and New RAP may not sell
securities until their respective Registration Statements filed with the
SEC are effective. Neither Joint Proxy Statement/Prospectus is an offer
to sell securities, nor is it soliciting an offer to buy securities, in
any state where such offer or sale is not permitted.
Investors may obtain free copies of each Registration Statement and
Joint Proxy Statement/Prospectus and other documents (when they become
available) filed with the SEC at the SEC's web site at www.sec.gov.
In addition, free copies of each Joint Proxy Statement/Prospectus and
other documents filed with the SEC may also be obtained after each
Registration Statement becomes effective by directing a request to: RMR
Advisors, Inc., 400 Centre Street, Newton, MA, 02458 or by calling:
(617) 796-8253.
WARNINGS REGARDING FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE
MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND
OTHER FEDERAL SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE
BASED UPON THE PRESENT BELIEFS AND EXPECTATIONS OF THE FUNDS IDENTIFIED
IN THIS PRESS RELEASE. HOWEVER, THESE FORWARD LOOKING STATEMENTS AND
THEIR IMPLICATIONS ARE NOT GUARANTEED TO OCCUR AND THEY MAY NOT OCCUR
FOR VARIOUS REASONS, SOME OF WHICH ARE BEYOND THE CONTROL OF THE
AFFECTED FUNDS. FOR EXAMPLE: THIS PRESS RELEASE STATES THAT PRELIMINARY
JOINT PROXY AND REGISTRATION STATEMENTS/PROSPECTUSES HAVE BEEN FILED
WITH THE SEC WITH RESPECT TO PROPOSED FUND REORGANIZATIONS. THE
IMPLICATION OF THIS STATEMENT IS THAT THESE FUNDS MAY BE REORGANIZED BY
COMBINING TOGETHER. IN FACT, THESE REORGANIZATIONS MAY NOT OCCUR FOR
VARIOUS REASONS INCLUDING: (I) BECAUSE OF CHANGED CIRCUMSTANCES, THESE
BOARDS OR CERTAIN OF THEM MAY DECIDE NOT TO PROCEED WITH THESE
REORGANIZATIONS; OR (II) THE SHAREHOLDERS OF ONE OR MORE OF THESE FUNDS
MAY NOT APPROVE THESE REORGANIZATIONS.
FOR THESE AND OTHER REASONS INVESTORS SHOULD NOT PLACE UNDUE RELIANCE
UPON FORWARD LOOKING STATEMENTS.
SOURCE: RMR Funds
RMR Funds
Timothy A. Bonang, 617-796-8253
Director of Investor Relations
or
Carlynn Finn, 617-796-8253
Manager of Investor Relations
www.rmrfunds.com
Copyright Business Wire 2009