UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934)
Filed by the Registrant
Filed by a Party other than the Registrant X
Check the appropriate box:
x
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
o
Definitive Proxy Statement
o
Definitive Additional Materials
o
Soliciting Material Pursuant to 240.14a-12
RMR Hospitality and Real Estate Fund
(Name of Registrant as Specified In Its Charter)
BULLDOG INVESTORS GENERAL PARTNERSHIP
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
x
No fee required.
o
Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.
(1)
Title of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
determined):
(4)
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(5)
Total fee paid:
o
Fee paid previously with preliminary materials.
o
Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1)
Amount Previously Paid:
(2)
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Date Filed:
PROXY STATEMENT OF BULLDOG INVESTORS GENERAL PARTNERSHIP, A
STOCKHOLDER OF RMR HOSPITALITY & REAL ESTATE FUND
IN OPPOSITION TO THE SOLICITATION BY THE BOARD OF TRUSTEES AT
THE ANNUAL MEETING OF SHAREHOLDERS ON MARCH 8, 2007
Bulldog Investors General Partnership ('BIGP'), a stockholder of
RMR Hospitality & Real Estate Fund (the 'Fund'), is sending this
proxy statement and the enclosed GREEN proxy card to common and
preferred stockholders of the Fund of record as of December 11,
2006. We are soliciting a proxy to vote your shares at the
Annual Meeting of Shareholders of the Fund (the 'Meeting') which
is scheduled for March 8, 2007. Please refer to the Fund's
proxy soliciting material for additional information concerning
the Meeting and the matters to be considered by shareholders
including the election of trustees. This proxy statement and
the enclosed GREEN proxy card are first being sent to common and
preferred stockholders of the Fund on or about February --,
2007.
INTRODUCTION
There are two matters that the Fund has scheduled to be voted
upon at the Meeting: (1) the election of one trustee by the
holders of preferred shares and (2) the election of one trustee
by the holders of common and preferred shares, voting together
as a single class. In addition, we intend to submit (3) a
proposal to terminate the Fund's advisory agreement with RMR
Advisers, Inc. and (4) a proposal that seeks to bar the trustees
from taking any action to prevent shareholders from accepting a
tender offer for a price that is greater than the Fund's market
price. We are soliciting a proxy to vote your shares FOR the
election of our nominees as trustees and FOR our proposals.
Reasons for the Solicitation
The Fund's market capitalization is less than $60 million and it
has a very high expense ratio which cuts deeply into shareholder
returns. Soon after the Fund's common shares began trading in
April 2004 they fell to a double-digit discount to their net
asset value - a discount that has persisted since then. For
example, on January 12, 2007 the NAV was $26.10 compared to a
market price of only $22.89, i.e., a discount of 12.3%.
We made several requests to RHR's management to address the
discount but all of our requests were rejected. We then
notified management that we intended to (1) nominate two persons
for election as trustees at the 2007 annual shareholder meeting
and (2) present a proposal to terminate the Fund's advisory
agreement with RMR Advisers, Inc.
Management responded by convincing the trustees to file a
lawsuit to prevent us (or any public shareholder) from
beneficially owning more shares of the Fund than RMR Advisers.
It is clear from the Fund's court filings that management sees
us as a threat to its domination of the Fund and to its fee
stream. We believe the real reason for the lawsuit is to remove
that threat. After all, would any manager that believes it has
a fiduciary duty to shareholders prosecute a lawsuit like this
one that will not increase the Fund's NAV by one penny but could
have, as management itself has admitted, a "materially adverse
impact upon" the Fund's NAV?
We are conducting this solicitation in order to (1) get rid of a
manager that places its own interest ahead of that of
shareholders and refuses to even discuss measures to address the
Fund's persistent double-digit discount, (2) elect trustees that
will seriously consider such measures, and (3) bar the trustees
from taking any action to limit shareholders from accepting a
tender offer for a price that is greater than the Fund's market
price.
If (1) our nominees are elected and (2) there is no pending
lawsuit opposing our tender offer (including the aforementioned
lawsuit brought by the Fund) or legal impediment to our
acquisition of additional shares, then we will commence a tender
offer promptly after the Meeting to purchase all shares of the
Fund's common stock at a price of 98% of NAV. Our second
proposal seeks to bar the trustees from taking any action to
prevent shareholders from accepting such a tender offer or to
prevent us from buying or owning any shares that are tendered.
How Proxies Will Be Voted
If you wish to vote FOR the election of our nominees and/or to
vote on our proposals, you may do so by completing and returning
a GREEN proxy card to us or to our agent. Unless you direct
otherwise, your shares will be voted FOR the election of our
nominees and FOR our proposals. In addition, you will be
granting the proxy holders discretionary authority to vote on
any other matters that may come before the Meeting including
matters relating to the conduct of the Meeting.
Voting Requirements
A trustee representing the preferred shareholders must be
elected by the affirmative vote of a plurality of the Fund's
preferred shares, voting as a class. A trustee representing all
the shareholders must be elected by the affirmative vote of a
plurality of the Fund's common shares and preferred shares,
voting together as a class.
The proposal to terminate the advisory agreement between RMR
Advisers, Inc. and the Fund requires the lesser of the
affirmative vote of (1) 67% of the shares present at the Meeting
provided more than 50% of the Fund's outstanding shares are
represented at the Meeting or (2) more than 50% of the
outstanding shares. Abstentions will be treated as votes
against the proposal. The proposal to bar the trustees from
taking any action to limit the shareholders from accepting a
tender offer above the market price will be approved if it
receives the affirmative vote of a majority of the votes cast.
Revocation of Proxies
You may revoke any proxy prior to its exercise by: (i)
delivering a written revocation to us; (ii) executing and
delivering a later dated proxy; or (iii) voting in person at the
Meeting or the Alternate Meeting described below. Attendance at
the Meeting or Alternate Meeting will not in and of itself
revoke a proxy. There is no limit on the number of times you
may revoke your proxy before it is exercised. Only your latest
dated proxy will be counted.
PROPOSAL 1: ELECTION OF TRUSTEES
At the Meeting, we intend to nominate Andrew Dakos and Phillip
Goldstein respectively for election as trustees by (1) the
holders of preferred shares and (2) the holders of common and
preferred shares, voting together as a single class. Each
nominee has consented to being named in this proxy statement and
to serve as a trustee if elected. Unless noted, each nominee is
independent and neither personally owns shares or has any
arrangement or understanding with any person with respect to any
future employment by the Fund or by any affiliate of the Fund.
We do not know of any material conflicts of interest that would
prevent either nominee from acting in the best interest of the
Fund. Please refer to the Fund's proxy soliciting material for
additional information concerning the election of trustees.
Andrew Dakos (born 1966); Park 80 West, Plaza Two, Suite C04,
Saddle Brook, NJ 07663 - Mr. Dakos is a self-employed investment
advisor and a principal of the general partner of three
investment partnerships in the Bulldog Investors group of funds:
Opportunity Partners L.P., Opportunity Income Plus Fund L.P.,
and Full Value Partners L.P. and President of Elmhurst Capital,
Inc. an investment advisory firm. He has been a trustee of the
Mexico Income and Equity Fund since 2001.
Phillip Goldstein (born 1945); 60 Heritage Drive, Pleasantville,
NY 10570 - Mr. Goldstein is an investment advisor and a
principal of the general partner of three investment
partnerships in the Bulldog Investors group of funds:
Opportunity Partners L.P., Opportunity Income Plus Fund L.P.,
and Full Value Partners L.P. He has been a trustee of the
Mexico Income and Equity Fund since 2000, Brantley Capital
Corporation since 2001, the Emerging Markets Telecommunications
Fund since 2005 and the First Israel Fund since 2005.
Mr. Goldstein and his wife jointly beneficially own -------
common shares of the Fund which they purchased on ----------.
Mr. Dakos and Mr. Goldstein are principals of Kimball &
Winthrop, Inc., the Managing General Partner of BIGP. Kimball &
Winthrop beneficially owns --------- common shares of the Fund
which it purchased on ---------. Each nominee has consented to
serve as a trustee if elected. There are no arrangements or
understandings between BIGP and either nominee in connection
with the nominations.
PROPOSAL 2: THE ADVISORY AGREEMENT BETWEEN RMR ADVISERS, INC.
AND THE FUND SHALL BE TERMINATED.
The purpose of this proposal is to get rid of an investment
advisor that places its own interest ahead of that of
shareholders and refuses to even discuss measures to address the
Fund's persistent double-digit discount. Unless instructions to
the contrary are given, your proxy will be voted in favor of
this proposal.
PROPOSAL 3: NOTWITHSTANDING ANY PROVISION IN THE FUND'S
ORGANIZING DOCUMENTS TO THE CONTRARY THE TRUSTEES SHALL NOT TAKE
ANY ACTION THAT WOULD HAVE THE EFFECT OF LIMITING THE ABILITY OF
SHAREHOLDERS TO TENDER THEIR SHARES AT A PRICE THAT IS GREATER
THAN THE FUND'S STOCK PRICE.
We will commence a tender offer promptly after the Meeting to
purchase all shares of the Fund's common stock at 98% of NAV if
(1) our nominees are elected and (2) there is no pending lawsuit
opposing our tender offer (including the aforementioned lawsuit
brought by the Fund) or legal impediment to our acquisition of
additional shares.
The legal effect of this proposal is uncertain and management
may refuse to allow a formal vote on it. Nevertheless, we
believe that significant shareholder support for this proposal
will be a mandate to the trustees and may preclude them from
taking any action that would have the effect of preventing the
consummation of our tender offer. Unless instructions to the
contrary are given, your proxy will be voted in favor of this
proposal.
THE SOLICITATION
Persons affiliated with or employed by BIGP or its affiliates
may assist us in the solicitation of proxies. Banks, brokerage
houses and other custodians, nominees and fiduciaries will be
requested to forward this proxy statement and the enclosed GREEN
proxy card to the beneficial owners of common and preferred
shares for whom they hold shares of record. We will reimburse
these organizations for their reasonable out-of-pocket expenses.
Initially, we will bear all of the expenses related to this
proxy solicitation. Because we believe that all shareholders
will benefit from this solicitation, we intend to seek
reimbursement of our expenses from the Fund. Shareholders will
not be asked to vote on the reimbursement of our solicitation
expenses which we estimate will be $10,000. There is no
arrangement or understanding involving BIGP or any of our
affiliates relating to future employment by or any future
transaction with the Fund or any of its affiliates.
Other than as set forth in this Proxy Statement, there are no
contracts, arrangements, or understandings entered into by any
of the participants in the solicitation or, to the participants'
knowledge, any of their respective associates within the past
year with any person with respect to any of the Fund's
securities, including, but not limited to, joint ventures, loan
or option arrangements, puts or calls, guarantees against loss
or guarantees of profit, division or losses or profits, of the
giving or withholding of proxies. In addition, except as set
forth in the Proxy Statement, none of the participants in the
solicitation or, to the participants' knowledge, any of their
associates has entered into any agreement or understanding with
any person with respect to: (i) any future employment by the
Fund or its affiliates; or (ii) any future transactions to which
the Fund or any of its affiliates will or may be a party.
BIGP is the soliciting stockholder. As of February --, 2007,
BIGP beneficially owned ------------ shares of the Fund, all of
which were purchased between -------- and -----------. As noted
above, both of our nominees are affiliated with BIGP.
February --, 2007
PROXY CARD
Proxy Solicited in Opposition to the Board of Trustees of RMR
Hospitality & Real Estate Fund (The 'Fund') by Bulldog Investors
General Partnership ('BIGP') for the 2007 Annual Meeting of
Shareholders
The undersigned hereby appoints Phillip Goldstein, Rajeev Das,
Andrew Dakos, and Tom Antonucci and each of them, as the
undersigned's proxies, with full power of substitution, to
attend the Annual Meeting of Shareholders of the Fund, Inc. and
any adjourned or postponed Meeting, and to vote on all matters
that come before the Meeting the number of shares that the
undersigned would be entitled to vote if present in person, as
specified below.
(INSTRUCTIONS: Mark votes by placing an 'x' in the appropriate
[ ].)
1. ELECTION OF ONE TRUSTEE (Preferred Shares Only)
[ ] FOR ANDREW DAKOS [ ] WITHHOLD AUTHORITY
2. ELECTION OF ONE TRUSTEE (Preferred and Common Shares)
[ ] FOR PHILLIP GOLDSTEIN [ ] WITHHOLD AUTHORITY
3: THE ADVISORY AGREEMENT BETWEEN RMR ADVISERS, INC. AND THE
FUND SHALL BE TERMINATED.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4: NOTWITHSTANDING ANY PROVISION IN THE FUND'S ORGANIZING
DOCUMENTS TO THE CONTRARY THE TRUSTEES SHALL NOT TAKE ANY ACTION
THAT WOULD HAVE THE EFFECT OF LIMITING THE ABILITY OF
SHAREHOLDERS TO TENDER THEIR SHARES AT A PRICE ABOVE THE FUND'S
STOCK PRICE.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign and date below. Your shares will be voted as
directed. If no direction is made, this proxy will be voted FOR
the election of the nominees named above and FOR Proposals 3 and
4. The undersigned hereby acknowledges receipt of the proxy
statement dated February --, 2007 of BIGP and revokes any proxy
previously executed.
Signature(s)_______________________ Dated: _________________