NEWTON, Mass., Jun 04, 2009 (BUSINESS WIRE) -- At a joint special meeting of shareholders held on June 4, 2009, the RMR
Funds approved the reorganization of RMR Real Estate Fund (NYSE Amex:
RMR) into a recently formed closed end fund, RMR Real Estate Income Fund
("New RMR"), and the reorganization of each of the following funds into
New RMR:
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RMR Hospitality and Real Estate Fund (NYSE Amex: RHR)
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RMR F.I.R.E. Fund (NYSE Amex: RFR)
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RMR Preferred Dividend Fund (NYSE Amex: RDR)
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RMR Dividend Capture Fund (NYSE Amex: RCR)
New RMR will trade on the NYSE Amex under the new symbol "RIF" after the
closing of the reorganization of RMR into New RMR.
At a separate joint special meeting of shareholders held on June 4,
2009, shareholders of each of RMR Asia Pacific Real Estate Fund (NYSE
Amex: RAP) and RMR Asia Real Estate Fund (NYSE Amex: RAF) approved the
reorganization of RAP into a recently formed closed end fund, New RMR
Asia Pacific Real Estate Fund ("New RAP"), and the reorganization of RAF
into New RAP. New RAP will trade on the NYSE Amex and will continue
using the existing symbol "RAP".
In the reorganizations, common shareholders of each of RMR, RHR, RFR,
RDR and RCR will receive common shares of New RMR and common
shareholders of each of RAP and RAF will receive common shares of New
RAP. The aggregate net asset value of the common shares distributed to
shareholders will equal the aggregate net asset value of each respective
reorganizing fund's common shares outstanding immediately prior to its
reorganization after paying the costs of its reorganization. The number
of new common shares to be distributed will be determined as of the end
of trading on the closing date of a fund's reorganization. Subject to
the satisfaction of certain conditions set forth in each Agreement and
Plan of Reorganization, the reorganization of each of RMR, RHR, RFR, RDR
and RCR with New RMR, and the reorganization of each of RAP and RAF with
New RAP, are currently expected to close after the end of business on
the following dates:
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RAP and RAF: Tuesday, June 16, 2009
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RMR: Wednesday, June 17, 2009
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RFR: Thursday, June 18, 2009
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RHR: Friday, June 19, 2009
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RCR: Monday, June 22, 2009
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RDR: Tuesday, June 23, 2009
Each fund's Board of Trustees today declared a final cash distribution
to common shareholders consisting of estimated undistributed federal
investment company taxable income and net capital gains in each fund
through the closing, if any. The record date for each fund's final
distribution is the business day prior to the closing of the respective
fund's reorganization. The payment date for these distributions is
anticipated to be on or about June 30, 2009.
Details of the common share conversions and dividend payment amounts, if
any, will be determined after the end of business on each of the
aforementioned closing dates and will be announced by press releases
prior to the beginning of trading on the NYSE Amex on the first business
day following each closing date. Common shareholders will also receive a
statement from the stock transfer agent for New RMR and New RAP showing
the number of shares they own after the reorganizations are completed.
After the reorganizations are completed, the existing common shares of
RMR, RHR, RFR, RDR and RCR will be cancelled.
Pursuant to the reorganizations, preferred shareholders of each of RMR,
RHR, RFR, RDR and RCR will receive preferred shares of New RMR, the
aggregate liquidation preference of which will equal the aggregate
liquidation preference of each reorganizing fund's preferred shares
outstanding immediately prior to the applicable reorganization. The
auction date, rate period and dividend payment date of the New RMR
preferred shares issued in each reorganization will be the same as that
of the preferred shares exchanged in such reorganization.
The communication is not intended to, and shall not, constitute an offer
to purchase or sell shares of any of the RMR Funds, including New RMR
and New RAP, the surviving funds in the reorganizations.
Investors
and security holders of the funds are urged to read the Joint Proxy
Statements/Prospectuses and other documents filed with the U.S.
Securities and Exchange Commission ("SEC") carefully in their entirety
because they contain important information about the proposed
reorganizations.Investors should consider the investment
objectives, risks, charges and expenses of their fund(s) carefully and
consider in their entirety the Joint Proxy Statements/Prospectuses that
contain important information regarding the investment objectives,
risks, charges, expenses and other important information about New RMR
and New RAP.
Investors may obtain free copies of the Joint Proxy
Statements/Prospectuses and other documents filed with the SEC at the
SEC's web site at www.sec.gov.
In addition, free copies of the Joint Proxy Statements/Prospectuses and
other documents filed with the SEC may also be obtained by directing a
request to: RMR Advisors, Inc., 400 Centre Street, Newton, MA, 02458 or
by calling: (617) 796-8253.
WARNING 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.FOR EXAMPLE:
- THIS PRESS RELEASE STATES THAT THESE FUNDS MAY BE REORGANIZED. IN
FACT, THESE REORGANIZATIONS MAY NOT OCCUR FOR VARIOUS REASONS
INCLUDING: (I) BECAUSE OF CHANGED CIRCUMSTANCES, THE FUNDS' BOARDS, OR
CERTAIN OF THEM, MAY DECIDE NOT TO PROCEED WITH THESE REORGANIZATIONS;
OR (II) THE CONDITIONS SET FORTH IN EACH AGREEMENT AND PLAN OF
REORGANIZATION MAY NOT BE MET.
- THIS PRESS RELEASE STATES THAT THE FINAL CASH DISTRIBUTIONS, IF
ANY, TO BE PAID TO COMMON SHAREHOLDERS WILL BE THE ESTIMATED FEDERAL
INVESTMENT COMPANY TAXABLE INCOME AND NET CAPITAL GAINS IN THESE
FUNDS. EACH OF THESE FUNDS HAS RECEIVED DISTRIBUTIONS FROM INVESTMENTS
IN REITS OR FROM OTHER CLOSED END INVESTMENT MANAGEMENT COMPANIES.
BECAUSE THE CHARACTERIZATION AS ORDINARY INCOME, CAPITAL GAINS OR
RETURN OF CAPITAL OF THE DISTRIBUTIONS WHICH THESE FUNDS RECEIVE FROM
THESE INVESTMENTS IS GENERALLY NOT KNOWN BY THESE FUNDS UNTIL AFTER
EACH CALENDAR YEAR END, IT IS EXPECTED THAT SOME PORTION OF THE
DISTRIBUTION DECLARED BY EACH FUND MAY BE SIMILARLY CHARACTERIZED FOR
FEDERAL INCOME TAX PURPOSES SUBSEQUENT TO THIS YEAR END. ACCORDINGLY,
SOME PART OF ANY AMOUNTS DISTRIBUTED MAY BE CLASSIFIED AS A RETURN OF
CAPITAL.
FOR THESE AND OTHER REASONS INVESTORS ARE CAUTIONED NOT TO PLACE
UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE.
SOURCE: 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