RMR Funds Announces Year End Distributions, 2009 Dividend Policies and Possible Fund Mergers
20 December 2008 - 12:30AM
Business Wire
This press release makes announcements concerning the following
closed end mutual funds: RMR Real Estate Fund (NYSE Alternext US:
RMR); RMR Real Estate and Hospitality Fund (NYSE Alternext US:
RHR); RMR F.I.R.E. Fund (NYSE Alternext US: RFR); RMR Preferred
Dividend Fund (NYSE Alternext US: RDR); RMR Dividend Capture Fund
(NYSE Alternext US: RCR); RMR Asia Pacific Real Estate Fund (NYSE
Alternext US: RAP); and RMR Asia Real Estate Fund (NYSE Alternext
US: RAF). 2008 Year End Distributions: The following closed end
funds will make distributions to their respective common
shareholders of the following amounts of their estimated 2008
taxable net investment ordinary income which was not previously
distributed: Name of Fund � Amount ofDistributionPer Share � Record
Date � Payment Date* � RMR Real Estate Fund $0.11 12/29/2008
1/28/2009 (NYSE Alternext US: RMR) � RMR Hospitality and Real
Estate Fund $0.30 12/29/2008 1/28/2009 (NYSE Alternext US: RHR) �
RMR Preferred Dividend Fund $0.09 12/29/2008 1/28/2009 (NYSE
Alternext US: RDR) � RMR Dividend Capture Fund $0.35 12/29/2008
1/28/2009 (NYSE Alternext US: RCR) � *On or about. 2009 Dividend
Policies: Prior to October 2008, each of RMR, RHR, RDR, RCR and RFR
paid monthly distributions to common shareholders. On October 16,
2008, these funds announced that they were suspending the payment
of common share distributions until further notice because they did
not satisfy the asset coverage ratios of their outstanding fund
preferred shares which are preconditions to the payment of common
share distributions. On November 26, 2008, these funds announced
that they had called for redemption sufficient amounts of their
respective fund preferred shares to become compliant with the
preconditions for the payment of common share distributions. In
2009, each of RMR, RHR, RFR, RDR and RCR expects to pay quarterly
distributions of net investment income to common shareholders for
the three month periods ending March 31, June 30, September 30 and
December 31, 2009. The amounts of these distributions, the record
dates and the payment dates will be announced at about the end of
each calendar quarter. The annualized amounts of these
distributions are expected to be substantially less than the
annualized distribution rates paid by these funds before October
2008. Net realized capital gains, if any, are expected to be
included in the December 31, 2009 distribution. In addition to the
quarterly distributions by RMR, RHR, RFR, RDR and RCR, these funds,
and RAP and RAF, may pay 2009 year end distributions to common
shareholders in the event that their respective 2009 net investment
income, or net realized capital gains, exceed the amounts
distributed before year end 2009. Fund Mergers: On August 26, 2008,
RMR, RHR and RFR announced that they had filed a preliminary Joint
Proxy and Registration Statement/Prospectus with the U.S.
Securities and Exchange Commission (the �SEC�) relating to a
possible merger of those three funds. Because of changed market
conditions since then and because of the reduced size of each of
these funds resulting from those changed market conditions and the
redemptions of fund preferred share by each of RMR, RHR, RFR, RDR
and RCR, the Boards of Trustees of each of these five funds have
directed management to prepare and file with the SEC an amended
Joint Proxy and Registration Statement/Prospectus. The purpose of
this amended Joint Proxy and Registration Statement/Prospectus will
be to present a plan to merge each of RMR, RHR, RFR, RDR and RCR
into one new fund. The Boards of Trustees of RAP and RAF have also
directed the management of these two funds to prepare and file with
the SEC a Joint Proxy and Registration Statement/Prospectus. The
purpose of this Joint Proxy and Registration Statement/Prospectus
will be to present a plan to merge RAP and RAF. If the mergers
described in the foregoing two paragraphs occur, the seven funds
referenced in this press release will be merged to become two
funds: (i) RMR Real Estate Income Fund (�New RMR�), a newly formed
fund which will combine RMR, RHR, RFR, RDR and RCR and will be
primarily invested in securities issued by U.S. based real estate
companies, including real estate investment trusts, or REITs, and
(ii) New RMR Asia Pacific Real Estate Fund (�New RAP�), a newly
formed fund which will combine RAP and RAF and will be primarily
invested in securities issued by real estate companies based in the
Asia Pacific region. The process of completing these mergers will
require the approval of the funds� shareholders and is expected to
take several months. There can be no assurance that these mergers
will occur. 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 merger 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 Mergers 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 Registration
Statement, which includes a Joint Proxy Statement/Prospectus, to be
filed by New RAP, RAP and RAF. Neither of these documents have yet
been prepared or 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 combinations. 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 combinations,
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 MERGERS. 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 DESCRIBES YEAR
END DISTRIBUTIONS TO BE PAID BY RMR, RHR, RDR AND RCR ON OR ABOUT
JANUARY 28, 2009 TO SHAREHOLDERS OF RECORD OF THOSE FUNDS ON
DECEMBER 29, 2008. APPLICABLE PROVISIONS OF THE INVESTMENT COMPANY
ACT OF 1940 (THE �1940 ACT�) AND OF EACH OF THESE FUNDS� BYLAWS
CONCERNING THEIR OUTSTANDING FUND PREFERRED SHARES PROHIBIT
PAYMENTS OF COMMON SHARE DISTRIBUTIONS UNLESS CERTAIN FINANCIAL
RATIOS ARE SATISFIED. EACH OF THESE FUNDS BELIEVES IT IS CURRENTLY
IN COMPLIANCE WITH THESE FINANCIAL RATIO PRECONDITIONS FOR PAYMENTS
OF COMMON SHARE DISTRIBUTIONS. HOWEVER, APPLICABLE FINANCIAL RATIOS
ARE AFFECTED BY CHANGES IN THE MARKET VALUES OF THE SECURITIES IN
WHICH EACH OF THESE FUNDS ARE INVESTED. THE MARKET VALUES OF THE
TYPES OF SECURITIES IN WHICH EACH OF THESE FUNDS ARE INVESTED,
INCLUDING REIT SECURITIES, RECENTLY HAVE BEEN VOLATILE. IF THE
MARKET VALUES OF THE SECURITIES IN WHICH ANY OF THESE FUNDS IS
INVESTED DECLINES SIGNIFICANTLY, THE PRECONDITIONS TO THE PAYMENT
OF COMMON SHARE DISTRIBUTIONS MAY NOT BE SATISFIED, AND THE
DISTRIBUTIONS DESCRIBED IN THIS PRESS RELEASE OR SOME OF THEM MAY
NOT BE PAID. THIS PRESS RELEASE STATES THAT THE AMOUNTS OF
DISTRIBUTIONS TO BE PAID TO COMMON SHAREHOLDERS OF RECORD ON
DECEMBER 29, 2008 OF RMR, RHR, RDR AND RCR IS THE ESTIMATED TAXABLE
NET INVESTMENT ORDINARY INCOME EARNED BY THESE FUNDS IN 2008 NOT
PREVIOUSLY DISTRIBUTED. EACH OF THESE FUNDS HAS RECEIVED
DISTRIBUTIONS FROM INVESTMENTS IN REITS AND OTHER CLOSED END
INVESTMENT MANAGEMENT COMPANIES. THE CHARACTERIZATION AS ORDINARY
INCOME, CAPITAL GAINS OR RETURN OF CAPITAL OF THE DISTRIBUTIONS
WHICH THESE FUNDS RECEIVED FROM THESE INVESTMENTS IS GENERALLY NOT
KNOWN BY THESE FUNDS UNTIL AFTER EACH CALENDAR YEAR END.
ACCORDINGLY, EACH FUND�S CURRENT ESTIMATE OF TAXABLE NET INVESTMENT
ORDINARY INCOME DURING 2008 MAY NEED TO BE REVISED. THIS PRESS
RELEASE STATES THAT RMR, RHR, RFR, RDR AND RCR EXPECT TO PAY
QUARTERLY DISTRIBUTIONS TO COMMON SHAREHOLDERS IN 2009. IN FACT,
COMMON SHARE DISTRIBUTIONS MAY NOT BE PAID BY SOME OR ALL OF THESE
FUNDS DURING 2009 FOR SEVERAL REASONS, INCLUDING: (I) THESE FUNDS
MAY NOT REALIZE NET INVESTMENT INCOME IN 2009; (II) THESE FUNDS MAY
NOT SATISFY THE PRECONDITIONS FOR THE PAYMENT OF COMMON SHARE
DISTRIBUTIONS ESTABLISHED IN THE 1940 ACT OR IN THESE FUNDS�
BYLAWS; (III) IF THESE FUNDS ARE MERGED OR OTHERWISE CEASE TO
EXIST, THEY WILL NOT PAY QUARTERLY DISTRIBUTIONS BUT THEIR DIVIDEND
POLICIES WILL BE DESCRIBED IN THE PROXY STATEMENT CONCERNING THE
MERGERS; AND (IV) THE RESPECTIVE BOARD OF TRUSTEES OF ONE OR MORE
OF THESE FUNDS MAY DECIDE IN ITS DISCRETION TO CHANGE THE
DISTRIBUTION POLICY OF THAT FUND. THIS PRESS RELEASE STATES THAT
EACH OF THE FUNDS DESCRIBED IN THIS PRESS RELEASE MAY PAY 2009 YEAR
END DISTRIBUTIONS TO COMMON SHAREHOLDERS IN THE EVENT THAT THEIR
RESPECTIVE 2009 EARNINGS EXCEED AMOUNTS DISTRIBUTED BEFORE YEAR END
2009. THE IMPLICATION OF THIS STATEMENT MAY BE THAT SOME OR ALL OF
THESE FUNDS WILL PAY YEAR END 2009 DISTRIBUTIONS. IN FACT, ONLY
FOUR OF THESE SEVEN FUNDS INTEND TO PAY 2008 YEAR END DISTRIBUTIONS
AND THERE CAN BE NO ASSURANCE THAT ANY OF THESE FUNDS WILL PAY 2009
YEAR END DISTRIBUTIONS. THIS PRESS RELEASE STATES THAT THE BOARDS
OF RMR, RHR, RFR, RDR AND RCR HAVE DIRECTED MANAGEMENT TO PREPARE
DOCUMENTS FOR FILING WITH THE SEC TO PROPOSE MERGERS OF THESE
FUNDS. THE IMPLICATION OF THIS STATEMENT IS THAT THESE FUNDS MAY
MERGE. IN FACT, THESE MERGERS 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 MERGERS; OR
(II) THE SHAREHOLDERS OF ONE OR MORE OF THESE FUNDS MAY NOT APPROVE
THESE MERGERS. FOR SIMILAR REASONS, THE POSSIBLE MERGER OF RAP AND
RAF DESCRIBED IN THIS PRESS RELEASE MAY NOT OCCUR. FOR THESE
REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE UPON THE FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE.
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