Oct 14, 2011
On
At the annual meeting, RAP and RIF shareholders will be asked to elect a Class I Trustee of each Fund. In connection with the proposed merger of RIF with and into RAP, RAP shareholders will also be asked to consider the issuance of additional common shares of RAP, proposed revisions to the fundamental investment objectives and restrictions of RAP, and a new investment advisory contract between
THE INFORMATION IN THIS PRESS RELEASE IS NOT COMPLETE. A preliminary Joint Proxy Statement/Prospectus has been filed with the
RAP, and its trustees, officers and employees, and investment advisor,
The RAP Registration Statement has not yet become effective, and the information contained therein, including the information contained in the Joint Proxy Statement/Prospectus, is not complete and is subject to change. INVESTORS AND SECURITY HOLDERS OF RAP AND RIF ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE REORGANIZATION AS WELL AS THE INVESTMENT OBJECTIVES, RISKS AND THE CHARGES AND EXPENSES AND OTHER IMPORTANT INFORMATION ABOUT RAP. INVESTORS SHOULD CONSIDER THE INVESTMENT OBJECTIVES, RISKS, AND THE CHARGES AND EXPENSES OF RAP CAREFULLY. RAP may not sell securities until RAP's Registration Statement, which includes the Joint Proxy Statement/Prospectus, filed with the
The tender offer referred to in this press release has not yet commenced and relates to a planned tender offer by RAP for up to 20% of its outstanding shares at a price equal to RAP's NAV per common share at the time the purchase is completed. This press release is neither an offer to purchase nor a solicitation of an offer to sell any shares of RAP in the tender offer. Such a solicitation and the offer to buy shares of RAP will be made pursuant to an offer to purchase and related materials that RAP intends to file with the
Investors may obtain free copies of the Joint Proxy Statement/Prospectus, tender offer statement, and other documents (when they become available) filed with the
RIF and RAP are both closed end managed investment companies advised by
WARNING REGARDING FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE INCLUDES 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 RAP'S AND RIF'S PRESENT BELIEFS AND EXPECTATIONS, BUT THEY ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS, INCLUDING SOME REASONS BEYOND RAP'S OR RIF'S CONTROL. FOR EXAMPLE:
- THIS PRESS RELEASE STATES THAT A PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS TO IMPLEMENT A REORGANIZATION BY WHICH RIF WILL BE MERGED INTO RAP HAS BEEN FILED WITH THE
SEC . THE IMPLICATION OF THIS STATEMENT MAY BE THAT RIF WILL BE MERGED INTO RAP. THIS MERGER IS CONDITIONED UPON SHAREHOLDER APPROVAL BY RAP SHAREHOLDERS AND CERTAIN OTHER MATTERS. RAP SHAREHOLDERS MAY NOT APPROVE THIS MERGER. ACCORDINGLY, THIS MERGER MAY NOT OCCUR. - THIS PRESS RELEASE STATES THAT PRIOR TO THE REORGANIZATION RAP WILL UNDERTAKE A SELF TENDER OFFER FOR UP TO 20% OF ITS OUTSTANDING SHARES AT A PRICE EQUAL TO RAP'S NAV PER SHARE. THIS STATEMENT IMPLIES THAT RAP SHAREHOLDERS WHO DO NOT WISH TO REMAIN RAP SHAREHOLDERS AFTER RIF IS MERGED INTO RAP AND RAP CHANGES ITS INVESTMENT OBJECTIVES OR WHO WISH TO SELL THEIR RAP SHARES AT NAV FOR OTHER REASONS MAY BE ABLE TO SELL THEIR RAP SHARES AT NAV. HOWEVER, IF RAP SHAREHOLDERS WHO OWN MORE THAN 20% OF RAP'S SHARES ELECT TO TENDER THEIR SHARES, ONLY A PRO RATA AMOUNT OF THE TENDERED SHARES FROM EACH SHAREHOLDER WILL BE PURCHASED. ALSO, RAP'S MAKING A TENDER OFFER IS CONDITIONED UPON THE APPROVAL OF THE MERGER OF RIF INTO RAP WHICH IS ITSELF CONDITIONED AS SET FORTH ABOVE. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT SHAREHOLDERS OF RAP WILL BE ABLE TO SELL ANY OR ALL OF THEIR RAP SHARES AT RAP'S NAV PER SHARE.
FOR THESE AND OTHER REASONS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE. RMR Funds
Vice President, Investor Relations
or
Senior Manager, Investor Relations
www.rmrfunds.com
Source: RMR Funds
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