Jul 02, 2009
NEWTON, Mass.--(BUSINESS WIRE)--The Board of Trustees of RMR Asia Pacific Real Estate Fund (NYSE Amex: RAP) today announced it has authorized entry of an interim investment sub-advisory agreement among RAP, RMR Advisors, Inc. and MacarthurCook Investment Managers Limited, a subsidiary of MacarthurCook Limited (ASX: MCK - News).
MacarthurCook has acted as investment sub-advisor to RAP pursuant to an investment sub-advisory agreement (the “Prior Agreement”) since RAP, and its predecessor funds, commenced operations. AIMS Securities Holdings Pty Ltd (“AIMS”) has commenced a tender offer for all of MCK’s outstanding shares. Pursuant to the tender offer, AIMS has acquired more than 25% of MCK’s outstanding shares and caused the Prior Agreement to undergo an “assignment” for purposes of the Investment Company Act of 1940 (the “1940 Act”). This “assignment” has caused the automatic termination of the Prior Agreement in accordance with its terms and applicable provisions of the 1940 Act.
The interim investment sub-advisory agreement is intended to avoid any interruption in portfolio management services to the fund until the RAP Board can obtain additional information with respect to AIMS’s tender offer and its impact on MCK. The interim investment sub-advisory agreement is identical in all material respects to RAP’s Prior Agreement except that (i) the interim investment sub-advisory agreement will continue until the earlier of November 23, 2009 or the effective date of a new investment sub-advisory agreement, if any, approved by the shareholders of RAP, and (ii) the interim investment sub-advisory agreement may be terminated by RAP on five (5) days’ prior notice to MCK.
RMR Advisors, Inc. continues to serve as RAP’s investment advisor.
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 RAP. HOWEVER, THESE FORWARD LOOKING STATEMENTS AND THEIR IMPLICATIONS ARE NOT GUARANTEED TO OCCUR AND THEY MAY NOT OCCUR FOR VARIOUS REASONS. FOR EXAMPLE:
- THE STATEMENT THAT THE RAP BOARD HAS AUTHORIZED AN INTERIM INVESTMENT SUB-ADVISORY AGREEMENT MAY IMPLY THAT THIS AGREEMENT WILL BE ENTERED. IN FACT, THE FORM OF THE INTERIM AGREEMENT HAS BEEN FORWARDED TO MCK, BUT IT HAS NOT YET BEEN EXECUTED BY MCK. ALTHOUGH RAP BELIEVES THIS AGREEMENT WILL BE ENTERED, IT CAN PROVIDE NO ASSURANCE IN THIS REGARD AT THIS TIME.
- THE STATEMENT THAT AIMS HAS ACQUIRED MORE THAN 25% OF MCK’S OUTSTANDING SHARES MAY IMPLY THAT AIMS WILL SUCCEED IN ACQUIRING CONTROL OF MCK. IN FACT, RAP DOES NOT KNOW WHETHER AIMS’S TENDER OFFER FOR MCK WILL SUCCEED.
- THE STATEMENT THAT RAP’S BOARD OF TRUSTEES HAS APPROVED AN INTERIM INVESTMENT SUB-ADVISORY AGREEMENT MAY IMPLY THAT RAP’S BOARD MAY RECOMMEND TO RAP SHAREHOLDERS THAT THEY APPROVE A NEW SUB-ADVISORY AGREEMENT WITH MCK OR ITS AFFILIATE. IN FACT, RAP DOES NOT KNOW WHAT PERSONNEL OR BUSINESS CHANGES MAY OCCUR AT MCK AS A RESULT OF AIMS’S TENDER OFFER, WHETHER OR NOT IT SUCCEEDS. ACCORDINGLY, THE RAP BOARD HAS NOT YET DETERMINED WHETHER TO RECOMMEND THAT SHAREHOLDERS APPROVE A NEW SUB-ADVISORY AGREEMENT.
- THIS PRESS RELEASE STATES THAT THE TERM OF THE INTERIM INVESTMENT SUB –ADVISORY AGREEMENT ENDS NO LATER THAN NOVEMBER 23, 2009 AND MAY BE TERMINATED BEFORE THAT DATE ON SHORT NOTICE. THE IMPLICATIONS OF THESE STATEMENTS MAY BE THAT THE RESULTS OF AIMS’S TENDER OFFER WILL BE KNOWN BEFORE NOVEMBER 23 OR THAT RAP MAY ENTER A NEW SUB-ADVISORY AGREEMENT BEFORE THAT DATE. IN FACT, RAP DOES NOT KNOW WHEN THE RESULTS OF AIMS’S TENDER OFFER FOR MCK WILL BE KNOWN AND RAP MAY SEEK SECURITIES AND EXCHANGE COMMISSION APPROVAL TO EXTEND THE INTERIM INVESTMENT SUB-ADVISORY AGREEMENT OR RAP MAY DECIDE TO TAKE ACTIONS REGARDING THAT AGREEMENT BEFORE THE RESULTS OF AIMS’S TENDER OFFER ARE KNOWN.
FOR THESE AND OTHER REASONS INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE.
Contact:
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