Filed by RMR Dividend Capture Fund

pursuant to Rule 425 of the Securities Act of 1933, as amended

and deemed filed pursuant to Rule 14a-6

under the Securities Exchange Act of 1934, as amended

 

Subject Company: RMR Real Estate Income Fund

Commission File No. 811-22234

 

 

 

RMR Hospitality and Real Estate Fund Completes Reorganization
with RMR Real Estate Income Fund and Declares Final Dividend

 

Newton, MA (June 22, 2009):  After the close of business on Friday, June 19, 2009, RMR Hospitality and Real Estate Fund (NYSE Amex: RHR) was reorganized into RMR Real Estate Income Fund (NYSE Amex: RIF).

 

On Friday, June 19, 2009, the closing net asset value per share (“NAV”) of common stock for RHR was $2.99 and for RIF was $17.17.  Since the reorganization was based on the relative NAVs of these funds, the reorganization conversion ratio resulted in RHR common shareholders receiving 0.174 shares of RIF common stock for each share of RHR common stock they previously held.  Common shareholders of RHR may receive fractional shares in connection with the reorganization.

 

RMR Real Estate Income Fund trades on the NYSE Amex using the ticker symbol “RIF”.  RIF’s NAV will be reported under the ticker “XRMRX” until further notice.

 

As a result of the reorganization, preferred shareholders of RHR received an equivalent number of shares of a new series of RIF preferred stock, “Series Th”.  The auction date, rate period, dividend payment date and liquidation preference per share of the RIF preferred stock, Series Th, received by RHR

 

 

preferred shareholders in the reorganization is the same as the RHR preferred stock, Series Th, that RHR preferred shareholders exchanged in the reorganization.

 

The CUSIP numbers of the RIF common stock and preferred stock are different from the CUSIP numbers of the RHR common stock and preferred stock, respectively.  RIF’s common stock CUSIP number is 74964K609 and RIF’s preferred stock, Series Th, CUSIP number is 74964K500.

 

As previously announced, common shareholders of record of RHR will receive the following final cash distribution consisting of the fund’s estimated undistributed federal investment company taxable income and net capital gains:

 

 

*On or about.

 

RHR has substantial investments in real estate investment trusts.  Because real estate investment trusts generally classify distributions to RHR subsequent to the end of each calendar year as ordinary income, net capital gain or return of capital, it is expected that some portion of the distribution declared by RHR may be similarly characterized for tax purposes subsequent to this year end.

 

The existing common shares and preferred shares of RHR will be cancelled and the fund will be dissolved under applicable state law as soon as practicable.

 

Also, as previously announced, subject to the satisfaction of certain conditions set forth in each Agreement and Plan of Reorganization, the reorganization of each of RMR Preferred Dividend Fund (NYSE Amex: RDR) and RMR Dividend Capture Fund (NYSE Amex: RCR) with RIF are currently expected to close after the end of business on the following dates:

 

·                  RCR: Monday, June 22, 2009

·                  RDR: Tuesday, June 23, 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

 

 

release prior to the beginning of trading on the NYSE Amex on the first business day following each closing date.

 

This communication is not intended to, and shall not, constitute an offer to purchase or sell shares of any of the RMR Funds, including RIF, the surviving fund in the reorganizations.  Investors and security holders of the funds are urged to read the Joint Proxy Statement/Prospectus and other documents filed with the U.S. Securities and Exchange Commission (“SEC”) carefully in its entirety because it contains important information about the proposed reorganizations.  Investors should consider the investment objectives, risks, charges and expenses of their fund(s) carefully and consider in its entirety the Joint Proxy Statement/Prospectus that contains important information regarding the investment objectives, risks, charges, expenses and other important information about RIF.

 

Investors may obtain free copies of the Joint Proxy Statement/Prospectus 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 Statement/Prospectus 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 RCR AND RDR MAY BE REORGANIZED WITH RIF.  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 AS DESCRIBED IN THE JOINT PROXY STATEMENT/PROSPECTUS MAY NOT BE MET.

 

FOR THESE AND OTHER REASONS INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE.

 

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