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Important Information

March 30, 2009

Dear Shareholder:

        I want to share with you the details of an important proxy that is enclosed and requires your action. It is being sent to you because you own shares of one of the following funds:

•

RMR Asia Pacific Real Estate Fund (NYSE Amex: RAP)



•

RMR Asia Real Estate Fund (NYSE Amex: RAF)

        We propose that RMR Asia Pacific Real Estate Fund ("Old RAP") and RAF, each a closed end fund, be reorganized by combining together into one fund, New RMR Asia Pacific Real Estate Fund ("New RAP"), a newly organized closed end fund formed specifically for the purposes of effectuating the reorganizations. If both the reorganizations are consummated, Old RAP and RAF would be reorganized into a single closed end fund: New RAP.

        Your Board of Trustees unanimously approved the reorganizations on December 18, 2008 and recommends the reorganizations to shareholders.

        I believe there are several important benefits of the reorganizations, including the following:

•

You should prospectively realize lower or substantially similar expense ratios after the reorganizations because certain fixed administrative costs will be spread across the reorganized New RAP's larger asset base. See "Expenses of the Funds—The Funds' Expenses" in the enclosed Joint Proxy Statement/Prospectus.



•

Holders of common shares may experience enhanced market liquidity due to the substantially larger market capitalization of New RAP and significantly expanded common shareholder base for New RAP following the reorganizations.



•

You will continue to hold shares in a fund that primarily pursues investments in equity securities of Asia real estate companies. New RAP's investment objective is the same as the investment objective of Old RAP. Accordingly, the reorganized New RAP's investment objective will be capital appreciation. The management team for your current fund, including the current Board of Trustees (except for Mr. Gerard M. Martin, who will be replaced by Mr. Adam D. Portnoy), as well as portfolio managers Craig Dunstan and Roberto Versace, will continue to manage the reorganized New RAP.



•

New RAP has been organized as a Delaware statutory trust, whereas Old RAP and RAF are organized as Massachusetts business trusts. Your Board of Trustees believes that a fund organized as a Delaware statutory trust offers advantages over a fund organized as a Massachusetts business trust, including limiting by statute the personal liability of shareholders,

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the ability to simplify operations by reducing administrative burdens and a well established body of business entity law.

What Are Some of the Terms of the Reorganizations?

        We expect that each fund's reorganization will qualify as a tax free reorganization for United States federal income tax purposes.

        In connection with the reorganizations, holders of common shares of Old RAP or RAF will receive newly issued New RAP common shares in exchange for their Old RAP or RAF common shares, as applicable, and become common shareholders of New RAP. The aggregate net asset value of the New RAP common shares you receive will equal the aggregate net asset value of your Old RAP or RAF common shares held immediately prior to the reorganization, after giving effect to the share of the costs of the reorganizations for Old RAP or RAF, as applicable, and determined as of the close of trading on the closing date of the reorganizations. The number of New RAP common shares you receive in the reorganizations may be different from the number of Old RAP or RAF common shares you held immediately prior to the reorganizations.

        Prior to the reorganizations, New RAP will have no assets or operations other than such minimum assets, supplied by RMR Advisors, Inc., its investment adviser and current shareholder, as may be required to establish an independent registrant under applicable securities laws.

        Following each reorganization, RMR Advisors, Inc., the investment adviser for each fund, will provide investment advisory services to New RAP pursuant to the terms of an investment advisory agreement between New RAP and RMR Advisors, Inc., and MacarthurCook Investment Managers Ltd., the investment subadviser for each fund, will provide investment subadvisory services to New RAP pursuant to an investment subadvisory agreement among New RAP, RMR Advisors, Inc. and MacarthurCook Investment Managers Ltd. The terms of the investment advisory agreement between New RAP and RMR Advisors, Inc. are substantively the same as the terms of the existing investment advisory agreement between Old RAP and RMR Advisors, Inc., except that the contractual advisory fee waiver will be extended to expire on the contractual fee waiver expiration date for RAF. The terms of the investment subadvisory agreement among New RAP, RMR Advisors, Inc. and MacarthurCook Investment Managers Ltd. are substantively the same as the terms of the existing investment subadvisory agreement among Old RAP, RMR Advisors, Inc. and MacarthurCook Investment Managers Ltd., except that the contractual subadvisory fee waiver will be extended to expire on the contractual fee waiver expiration date for RAF.

        Generally, each fund will pay its own expenses incurred in connection with the reorganizations, whether or not either individual fund's reorganization with New RAP is consummated. With respect to any expenses incurred in connection with the reorganizations that are attributable to both funds, such expenses will be allocated in proportion to the net asset values attributable to the common shares of the funds. If both reorganizations are consummated, the current estimate of total expenses to be incurred in connection with the reorganizations is $460,000, and the portion of such expenses to be borne by each of Old RAP and RAF is estimated to be $123,519 and $336,481, respectively, of which each fund had accrued or paid $49,071 as of December 31, 2008.

        New RAP will reimburse RMR Advisors, Inc. for any expenses funded by RMR Advisors, Inc. solely and directly attributable to organizing New RAP as a Delaware statutory trust, registering and organizing New RAP as an investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), registering New RAP's shares for sale under the Securities Act of 1933, listing New RAP's shares for trading on NYSE Amex and any other expenses incidental to organizing New RAP and qualifying it to conduct business as a closed end management investment company under the 1940 Act. These organizational expenses are expected to amount to approximately $20,000, which New RAP will charge as an expense.

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        If shareholders approve the reorganizations of Old RAP and RAF with New RAP and certain other conditions are met, the reorganizations are expected to occur before June 30, 2009, but one or all of the reorganizations may occur after that time.

Your Vote Matters

        Shareholders of Old RAP and RAF are being asked to approve their fund's proposed reorganization with New RAP and your vote matters. No matter how large or small your fund holdings, your vote is extremely important. Please review the enclosed proxy materials and submit your vote promptly to help us avoid the need for additional costs associated with soliciting your vote.

        I am confident that the proposed reorganizations will help us better serve you and all of the funds' shareholders. Please call the firm assisting the funds in the solicitation of proxies, Innisfree M&A Incorporated ("Innisfree"), if you have any questions or need assistance in voting your shares. Banks and brokers may call Innisfree, collect, at 212-750-5834. Other shareholders may call Innisfree, toll free, at 877-750-9496.

        I thank you for your prompt vote on this matter.

RMR Funds, 400 Centre Street, Newton, Massachusetts 02458

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IMPORTANT NOTICE

TO SHAREHOLDERS OF
RMR ASIA PACIFIC REAL ESTATE FUND ("Old RAP")
AND
RMR ASIA REAL ESTATE FUND ("RAF")

QUESTIONS & ANSWERS

        Although we recommend that you read the complete Joint Proxy Statement/Prospectus, the following is a brief summary of certain issues which may affect your vote, in question and answer format:

Q:

WHAT IS BEING PROPOSED AT THE SHAREHOLDER MEETING?

A:

Common shareholders of Old RAP and RAF are being asked to vote on a reorganization (a "Reorganization" and collectively, the "Reorganizations") of Old RAP and RAF with New RMR Asia Pacific Real Estate Fund ("New RAP", and, unless with respect to New RAP the context implies otherwise, collectively with Old RAP and RAF, a "Fund" or the "Funds").

Q:

WHY IS EACH REORGANIZATION BEING RECOMMENDED?

A:

The Board of Trustees of each Fund (each a "Board") has unanimously determined that the Reorganization of its Fund should offer potential benefits to common shareholders of its Fund. After the Reorganizations, certain fixed administrative costs will be spread across the reorganized New RAP's larger asset base, which should result in lower aggregate costs for the Funds. Although the magnitude of the benefit of lower expenses for common shareholders of each respective Fund will be different, it is expected that each Fund should realize some benefit either immediately or in the future from the Reorganizations. See "Expenses of the Funds—The Funds' Expenses" in the Joint Proxy Statement/Prospectus.

As a result of the expected enhanced market liquidity of the reorganized New RAP's common shares, it may be easier for you to sell your reorganized New RAP common shares or to purchase additional common shares without materially affecting the market price of the common shares.

Each Fund invests in equity securities of Asia or Asia Pacific real estate companies. Additionally, each Fund has the same Board (except that Mr. Gerard M. Martin, a Trustee of Old RAP and RAF, will be replaced by Mr. Adam D. Portnoy on the Board of New RAP), is managed by the same investment advisory personnel and portfolio managers, and seeks capital appreciation.

As a result of the Reorganization, you will become a shareholder of New RAP, which is organized as a Delaware statutory trust. Old RAP and RAF are organized as Massachusetts business trusts. As more fully explained in the Joint Proxy Statement/Prospectus, each of the Funds' Boards believe that a fund organized as a Delaware statutory trust offers advantages over a fund organized as a Massachusetts business trust, including limiting by statute the personal liability of shareholders, the ability to simplify operations by reducing administrative burdens and a well established body of business entity law.

The Joint Proxy Statement/Prospectus contains further details of the reasons that the Reorganization is being recommended by the Boards of Old RAP and RAF.

Q:

HOW WILL THE REORGANIZATIONS AFFECT MY STOCK OWNERSHIP?

A:

Assuming shareholders of Old RAP and RAF approve the Reorganizations, the assets and liabilities of Old RAP and RAF will be combined with those of New RAP. Old RAP and RAF will then dissolve. Shareholders of Old RAP and RAF will become shareholders of New RAP. Prior to

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the Reorganizations, New RAP will have no assets or operations other than such minimum assets, supplied by RMR Advisors, Inc. (the "Advisor"), the Funds' investment adviser, as may be required to establish an independent registrant under applicable securities laws. It is a condition to the consummation of RAF's Reorganization with New RAP that Old RAP's shareholders approve Old RAP's Reorganization with New RAP and that Old RAP's Reorganization with New RAP is consummated.

If you are a holder of common shares of Old RAP or RAF, you will receive newly issued common shares of New RAP in exchange for your Old RAP or RAF common shares, as applicable. The aggregate net asset value of the New RAP common shares you will receive will equal the aggregate net asset value of Old RAP or RAF common shares you held immediately prior to the Reorganizations, after giving effect to the costs of the Reorganizations and determined as of the close of trading on the closing date of the Reorganizations. The New RAP common shares received by common shareholders of Old RAP and RAF are expected to be listed for trading on NYSE Amex.

Q:

ARE THE FUNDS' INVESTMENT OBJECTIVES AND POLICIES SIMILAR?

A:

The investment objectives of all the Funds are substantially similar. Old RAP seeks, and New RAP will seek, capital appreciation. RAF seeks long-term capital appreciation. RAF invests in exchange listed or traded equity securities of Asia real estate companies and Old RAP invests in exchange listed or traded equity securities of Asia Pacific real estate companies. New RAP will also invest in exchange listed or traded equity securities of Asia Pacific real estate companies. The primary difference between the Funds is the geographic regions in which they may invest. In addition to Asia real estate companies, in which each Fund invests, Old RAP and New RAP may also invest in real estate companies in the broader Asia Pacific region, which also includes Australia and New Zealand.

Q:

WILL THE REORGANIZATIONS AFFECT MY DISTRIBUTIONS?

A:

Old RAP and RAF distribute income, including capital gains, to common shareholders at least annually. New RAP will distribute income, including capital gains, to common shareholders at least annually. Each Fund's distributions are determined from time to time by such Fund's Board and depend upon the actual or anticipated performance of the Fund's investments, expenses and other factors. Additionally, the Internal Revenue Service has recently announced that closed end funds, such as the Funds, are allowed to satisfy their minimum distribution requirements as a registered investment company in 2009 through the partial payment of distributions in stock. There can be no assurance that New RAP will, after the Reorganizations, pay distributions equal to Old RAP's past distributions, that it will pay any specific amount of distribution in any specific form, that the New RAP's distribution rate will not be less than the current distribution rate of Old RAP or that any capital gains distributions will be paid.

Q.

HOW WILL THE REORGANIZATIONS AFFECT FUND FEES AND EXPENSES?

A:

Each Fund's Board believes that the expense ratios for the reorganized New RAP, after the Reorganizations, should prospectively be either lower than or substantially similar to the expense ratios for each of Old RAP and RAF, respectively, if the Reorganizations did not occur. As a result of the Reorganizations, total annual gross expenses incurred by common shareholders of Old RAP and RAF in the aggregate would decline from 3.07% and 1.85%, respectively, of average net assets attributable to common shares (for the year ended December 31, 2008), to approximately 1.69% of average net assets attributable to common shares (for the year ended December 31, 2008) for the reorganized New RAP on a pro forma basis, assuming all the Reorganizations are

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consummated. Annual gross expenses do not give effect to any management fee waivers. See "Expenses of the Funds—The Funds' Expenses in the Joint Proxy Statement/Prospectus."

New RAP is a newly organized entity with no operating history, formed specifically for the purpose of effectuating the Reorganizations. Prior to the Reorganizations, New RAP will have no assets or operations other than such minimum assets, supplied by the Advisor, as may be required to establish an independent registrant under applicable securities laws. New RAP will acquire substantially all of its assets, and issue substantially all of its common shares, in the Reorganizations, and will commence operations after consummation of the Reorganizations. Since New RAP has no historical operations, no historical financial information is presented for New RAP.

Each Fund pays a management fee to the Advisor at an annual rate of 1.00% of the Fund's average daily managed assets. The Advisor pays a subadvisory fee to MacarthurCook Investment Managers Ltd. (the "Subadvisor"), the fund's investment subadviser, at an annual rate of 0.375% of the Fund's average daily managed assets. For the first five years following the closing of each of Old RAP's and RAF's initial public offering of common shares, the Advisor has contractually agreed to waive a portion of its management fee equal to 0.25% of the average daily managed assets of each Fund and the Subadvisor has agreed to waive a portion of its subadvisory fee such that the fee payable by the Advisor will be equal to 0.25% of each respective Fund's average daily managed assets. Old RAP's contractual fee waivers expire on May 25, 2011 and RAF's contractual fee waivers expire on May 25, 2012. Following each Reorganization, the Advisor will provide investment advisory services to New RAP pursuant to the terms of an investment advisory agreement between New RAP and the Advisor, and the Subadvisor will provide investment subadvisory services to New RAP pursuant to an investment subadvisory agreement among New RAP, the Advisor and the Subadvisor. The terms of the investment advisory agreement between New RAP and the Advisor are substantively the same as the terms of the existing investment advisory agreement between Old RAP and the Advisor, except that the contractual advisory fee waiver will be extended to expire on the contractual fee waiver expiration date for RAF. The terms of the investment subadvisory agreement among New RAP, the Advisor and the Subadvisor are substantively the same as the terms of the existing investment subadvisory agreement among Old RAP, the Advisor and the Subadvisor, except that the contractual subadvisory fee waiver will be extended to expire on the contractual fee waiver expiration date for RAF. As a result, the advisory fees paid by shareholders who held common shares of Old RAP prior to the Reorganizations will be lower for the one year period beginning on May 25, 2011 and ending on May 25, 2012 than such advisory fees would be if the Reorganization of Old RAP with New RAP were not consummated. This reduction in fees will not decrease or modify the nature or level of the services that the Advisor or the Subadvisor will provide to New RAP relative to what they currently provide to Old RAP and RAF.

Q:

WILL I HAVE TO PAY ANY SALES LOAD, COMMISSION OR OTHER SIMILAR FEE IN CONNECTION WITH THE REORGANIZATIONS?

A:

You will pay no sales loads or commissions in connection with the Reorganizations. However, generally, each Fund will pay its own expenses incurred in connection with the Reorganizations, whether or not either individual Fund's Reorganization with New RAP is consummated. With respect to any expenses incurred in connection with the Reorganizations that are attributable to both Funds, such expenses will be allocated in proportion to the net asset values attributable to the common shares of the Funds. If both Reorganizations are consummated, the current estimate of total expenses to be incurred in connection with the Reorganizations is $460,000, and the portion of such expenses to be borne by each of Old RAP and RAF is estimated to be $123,519 and $336,481, respectively, of which each Fund had accrued or paid $49,071 as of December 31, 2008.

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As of December 31, 2008, the aggregate net asset values attributable to common shares of Old RAP and RAF were $16,495,897 and $44,936,829, respectively, and the proportional net asset values as of that date were approximately 27% and 73%, respectively. Neither the Funds nor the Advisor will pay any shareholder expenses arising out of or in connection with the Reorganizations.

New RAP will reimburse the Advisor for any expenses funded by the Advisor solely and directly attributable to organizing New RAP as a Delaware statutory trust, registering and organizing New RAP as an investment company under the 1940 Act, registering New RAP's shares for sale under the Securities Act of 1933, listing New RAP's shares for trading on NYSE Amex and any other expenses incidental to organizing New RAP and qualifying it to conduct business as a closed end management investment company under the 1940 Act. These organizational expenses are expected to amount to approximately $20,000, which New RAP will charge as an expense.

If a Fund's shareholders do not approve at the meeting (or any adjournment or postponement of the meeting) the proposed Reorganization, the applicable Fund will not bear any further costs of the Reorganizations after that time except as may be directly attributable to or already incurred by it. Accordingly, each of Old RAP and RAF may incur expenses arising from the planned Reorganizations even though its proposed Reorganization may not occur. For example, as discussed above, as of December 31, 2008, each Fund had accrued or paid expenses arising from the planned Reorganizations amounting to $49,071.

Q:

WHAT ARE THE DIFFERENCES BETWEEN A MASSACHUSETTS BUSINESS TRUST AND DELAWARE STATUTORY TRUST?

A:

In recent years, many investment companies have formed or reorganized as Delaware statutory trusts. Organizing New RAP as a Delaware statutory trust rather than a Massachusetts business trust is expected to provide benefits to both Old RAP and RAF and their shareholders.

There has been some concern as to whether shareholders of a Massachusetts business trust are afforded limited liability protection from personal liability as a shareholder under Massachusetts law. Massachusetts business trust law does not specifically provide that the shareholders of Old RAP or RAF are not subject to any personal liability for any claims against, or liabilities of, such Funds solely by reason of being or having been a shareholder of Old RAP or RAF. The Funds have attempted to provide their shareholders with protection in this regard by affording them with rights of indemnification and exculpation under the respective Funds' declarations of trust. In contrast, under the Delaware Statutory Trust Act, shareholders of New RAP are statutorily entitled to the same limitation of personal liability as is extended to shareholders of a private corporation organized for profit under the General Corporation Law of the State of Delaware.

Funds formed as Delaware statutory trusts under the Delaware Statutory Trust Act are granted a significant amount of operational flexibility, resulting in efficiencies of operation that may translate into savings for a fund, such as New RAP, and the fund's shareholders. For example, the Delaware Statutory Trust Act authorizes trust management to take various actions without requiring shareholder approval if permitted by the trust's governing instrument. Additionally, unlike Massachusetts business trust law, the Delaware Statutory Trust Act permits any amendment to the statutory trust's governing instrument without the need for a state or city filing, which can reduce administrative burdens and costs.

Moreover, to the extent provisions in New RAP's declaration of trust and by-laws are addressed by rules and principles established under the laws governing Delaware business entities (such as limited partnerships and limited liability companies), the Delaware courts may look to such other laws to help interpret provisions of New RAP's declaration of trust and by-laws. Applying this body of law to the operation of New RAP should prove beneficial because these laws are developed and business oriented. In addition, Delaware's Chancery Court is dedicated to business law matters,

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which means that the judges tend to be more specialized and better versed in the nuances of the law that will be applied to New RAP. These legal advantages can make more certain the resolution of legal controversies and help to reduce legal costs resulting from possible uncertainty in the law.

A comparison of Delaware statutory trust law and Massachusetts business trust law, together with a comparison of certain provisions of the governing documents of New RAP with those of Old RAP and RAF, is included as Appendix 1 to the Joint Proxy Statement/Prospectus.

Q:

WILL I HAVE TO PAY ANY UNITED STATES FEDERAL INCOME TAXES AS A RESULT OF THE REORGANIZATION?

A:

The Reorganization is intended to qualify as a "reorganization" within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended, so that shareholders of Old RAP and RAF will recognize no gain or loss for United States federal income tax purposes upon the receipt solely of common shares of New RAP in connection with the Reorganizations. Additionally, Old RAP and RAF will recognize no gain or loss for United States federal income tax purposes as a result of the transfer of all of their assets and liabilities in exchange for the common shares of New RAP or as a result of their dissolution, and neither New RAP nor its shareholders will recognize gain or loss for United States federal income tax purposes as a result of the Reorganizations.

Q:

WHAT OTHER DIFFERENCES EXIST BETWEEN THE GOVERNING DOCUMENTS OF OLD RAP AND RAF, ON THE ONE HAND, AND NEW RAP, ON THE OTHER HAND?

A:

New RAP is organized as a Delaware statutory trust and Old RAP is organized as a Massachusetts business trust. Though similarities exist between the governing documents of New RAP and Old RAP and RAF, many provisions contained in New RAP's governing documents are different than those contained, if at all, in the governing documents of Old RAP and RAF. These differences include, for example, provisions relating to shareholder voting rights and standards, what constitutes a quorum at a meeting of shareholders, required qualifications needed for an individual to serve as a trustee, the election of trustees and the voting standard required for such election, the ability of Trustees to remove, with or without cause, other Trustees, the procedures and requirements relating to a shareholder's ability to bring a derivative suit against New RAP, if demanded by any applicable party, arbitration of any claim brought by or on behalf of a shareholder of New RAP against New RAP, its Trustees, officers, investment adviser (including the Advisor or its successor), agents and employees, including derivative claims and class actions, the ability of shareholders to propose nominees for election as trustees and propose other business before a meeting of shareholders of New RAP, the ability of the chairperson of a meeting of shareholders of New RAP to organize, control and adjourn meetings of shareholders, and the regulatory disclosure and compliance requirements required to be adhered to by shareholders. A comparison of certain provisions of the governing documents of New RAP with those of Old RAP and RAF, together with a comparison of Delaware statutory trust law and Massachusetts business trust law, is included as Appendix 1 to the attached Joint Proxy Statement/Prospectus.

Q:

WHAT HAPPENS IF SHAREHOLDERS DO NOT APPROVE THE REORGANIZATION?

A:

If one Fund's shareholders fail to approve its proposed Reorganization, that Fund's Board, as well as New RAP's Board, will consider what actions, if any, to take in light of that failure to obtain shareholder approval. It is a condition to the consummation of RAF's Reorganization with New RAP that Old RAP's shareholders approve Old RAP's Reorganization with New RAP and that Old RAP's Reorganization with New RAP is consummated.

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Q:

HOW DOES THE BOARD SUGGEST THAT I VOTE?

A:

The Boards of Old RAP and RAF recommend that you vote "FOR" the items proposed.

Q:

HOW DO I VOTE MY PROXY?

A:

You may vote by attending the meeting in person or by signing, dating and returning the enclosed proxy card in the accompanying postage prepaid envelope. Additionally, you may vote your shares over the internet or by telephone. If you wish to vote your shares over the internet or by telephone, please follow the internet or telephone voting instructions on the enclosed proxy card. Each shareholder who has given a proxy may revoke it any time prior to its exercise by delivering to the secretary of his or her Fund a written revocation or a duly executed proxy bearing a later date, by voting over the internet or by telephone at a later time, or by notifying the secretary of his or her Fund at any time before his or her proxy is voted that he or she will be present at the meeting and wishes to vote in person. Votes provided over the internet or by telephone must be received by 11:59 p.m. Eastern time on June 3, 2009.

Please note: being present at the meeting alone does not revoke a previously executed and returned proxy. If you hold shares in the name of a brokerage firm, bank, nominee or other institution (commonly referred to as in "street name"), please contact the person responsible for your account and give instructions on how to vote your shares. In order to vote your shares held in street name at the meeting, you must provide a legal proxy from the institution through which you hold those shares.

Q:

WHOM DO I CONTACT FOR FURTHER INFORMATION?

A:

You can contact your financial adviser for further information. We encourage you to contact the firm assisting the Funds in the solicitation of proxies, Innisfree M&A Incorporated ("Innisfree"), if you have any questions or need assistance in voting your shares. Banks and brokers may call Innisfree, collect, at 212-750-5834. Other shareholders may call Innisfree, toll free, at 877-750-9496.

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RMR ASIA PACIFIC REAL ESTATE FUND ("OLD RAP")
RMR ASIA REAL ESTATE FUND ("RAF")
(each, a "Fund")

NOTICE OF A JOINT SPECIAL MEETING OF SHAREHOLDERS OF
RMR ASIA PACIFIC REAL ESTATE FUND AND
RMR ASIA REAL ESTATE FUND

TO BE HELD JUNE 4, 2009

        This is the formal agenda your Fund's shareholders' meeting ("Meeting"). It tells you what matters will be voted on and the time and place of the Meeting in case you want to attend in person.

To the shareholders of each Fund:

        A special meeting of common shareholders of your Fund will be held at the offices of the Funds at 400 Centre Street, Newton, Massachusetts, at 10:00 a.m., Eastern time, to consider the following:

        1.     Proposal 1 to approve an Agreement and Plan of Reorganization between Old RAP and New RMR Asia Pacific Real Estate Fund ("New RAP") and related Reorganization of Old RAP with New RAP, the termination of Old RAP's registration under the Investment Company Act of 1940, as amended (the "1940 Act"), and the dissolution of Old RAP under applicable state law.

The Board of Trustees of Old RAP recommends that you vote FOR this proposal.

        2.     Proposal 2 to approve an Agreement and Plan of Reorganization between RAF and New RAP and related Reorganization of RAF with New RAP, the termination of RAF's registration under the 1940 Act, and the dissolution of RAF under applicable state law.

The Board of Trustees of RAF recommends that you vote FOR this proposal.

        3.     Any other business that may properly come before the Meeting or any adjournment of the Meeting.

        Shareholders of record as of the close of business on March 31, 2009, are entitled to vote at the Meeting or any adjournment thereof.

Whether or not you expect to attend the Meeting, please complete and return a proxy for your shares or vote your shares over the internet or by telephone. If shareholders do not return their proxies in sufficient numbers, it may result in additional shareholder solicitation.

YOUR VOTE IS IMPORTANT.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE READ THE
PROXY STATEMENT/PROSPECTUS AND PROMPTLY COMPLETE AND RETURN A PROXY
FOR YOUR SHARES AS SOON AS POSSIBLE NO MATTER HOW MANY SHARES YOU OWN.

YOU MAY ALSO VOTE YOUR SHARES OVER THE INTERNET OR BY TELEPHONE
BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD.

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JOINT PROXY STATEMENT/PROSPECTUS
RELATING TO THE ACQUISITION OF THE ASSETS AND ASSUMPTION OF THE LIABILITIES OF

RMR Asia Pacific Real Estate Fund ("Old RAP") and
RMR Asia Real Estate Fund ("RAF")

BY AND IN EXCHANGE FOR SHARES OF

New RMR Asia Pacific Real Estate Fund ("New RAP")

        The address of each fund is 400 Centre Street, Newton, Massachusetts 02458 and the telephone number of each fund is (617) 332-9530.

* * * * * *

        This Joint Proxy Statement/Prospectus is furnished to you as a shareholder of Old RAP or RAF (collectively with New RAP, unless with respect to New RAP the context implies otherwise, each a "Fund" and together, the "Funds"). The Funds are non-diversified closed end management investment companies. A joint special meeting of shareholders of Old RAP and RAF (the "Meeting") will be held at 400 Centre Street, Newton, Massachusetts on June 4, 2009 at 10:00 a.m., Eastern time, to consider the items listed below and discussed in greater detail elsewhere in this Joint Proxy Statement/Prospectus, which sets forth the information you ought to know before voting on the proposals described herein relating to the reorganizations of Old RAP and RAF with New RAP (each, a "Reorganization", and collectively, the "Reorganizations"). Even if you plan to attend the Meeting or any adjournment thereof, the Boards of Trustees of Old RAP and RAF request that you promptly vote your shares by completing and returning the enclosed proxy card or by voting your shares over the internet or by telephone. To vote your shares over the internet or by telephone, please follow the instructions for internet or telephone voting on the enclosed proxy card. The approximate mailing date of this Joint Proxy Statement/Prospectus and accompanying form of proxy is April 22, 2009. The securities described in the registration statement of which this Joint Proxy Statement/Prospectus is a part will be distributed as soon as practicable after the effective date of the registration statement. Please read this Joint Proxy Statement/Prospectus carefully and retain it for future reference.

        New RAP is newly organized and its common shares have no prior trading history. The shares of closed end investment companies frequently trade at a discount to net asset value. There is no assurance that a trading price for New RAP's shares equal to or greater than net asset value will result after the Reorganizations. The risk of loss due to this discount may be greater for investors expecting to sell their shares in a relatively short period after completion of the Reorganizations.

Investing in New RAP's common shares involves risks described in "Risk Factors and Special Considerations" beginning on page 23.

The Proposals

Proposal 1:

        To approve an Agreement and Plan of Reorganization between Old RAP and New RAP and related Reorganization of Old RAP with New RAP, the termination of Old RAP's registration under the Investment Company Act of 1940, as amended (the "1940 Act"), and the dissolution of Old RAP under applicable state law.

Proposal 2:

        To approve an Agreement and Plan of Reorganization between RAF and New RAP and related Reorganization of RAF with New RAP, the termination of RAF's registration under the 1940 Act, and the dissolution of RAF under applicable state law.

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Shareholders Entitled to Vote

How Will the Reorganizations Work?

•

Each of Old RAP and RAF will transfer all of its assets to New RAP. New RAP will assume each of Old RAP's and RAF's liabilities.



•

New RAP will issue newly issued common shares of beneficial interest of New RAP, par value $.001 per share, to each of Old RAP and RAF, in an amount equal to the aggregate value of such applicable Fund's net assets attributable to such Fund's common shares outstanding on the date of determination, which is currently expected to be 4:00 p.m., Eastern time, on the closing date of the Reorganizations, and after giving effect to the share of the costs of the Reorganizations borne by such Fund. Following consummation of each Reorganization, the Funds will each distribute the New RAP common shares to their common shareholders in proportion to, and in exchange for, the respective shareholders' common share holdings of such applicable Fund immediately prior to the Reorganizations.



•

After the New RAP shares are distributed by the applicable Fund, that Fund will dissolve under applicable state law and terminate its registration under the 1940 Act.



•

The Reorganization of RAF with New RAP is conditioned upon the approval of the Reorganization by RAF's shareholders and the consummation of Old RAP's Reorganization with New RAP. In the event that either Fund's Reorganization is not approved by shareholders, the Board of Trustees of the Fund whose shareholders did not approve its Reorganization, as well as the Board of Trustees of New RAP, will consider what actions, if any, to take.



•

If each Reorganization is consummated, the result will be a New RAP whose assets and liabilities consist of the combined assets and liabilities of Old RAP and RAF. Following the Reorganizations, Old RAP will be the surviving fund for accounting purposes and for purposes of presenting investment performance history.



•

Each Reorganization is intended to result in no income, gain or loss for United States federal income tax purposes to Old RAP, RAF or New RAP or the common shareholders of Old RAP, RAF or New RAP. See "Material U.S. Federal Income Tax Consequences of the Reorganization".

Why is Each Reorganization Being Recommended?

        The Board of Trustees of each of Old RAP, RAF and New RAP (collectively, the "Boards") believe that the Reorganization of its Fund offers its Fund's shareholders potential benefits, including those listed below.

        The reorganized New RAP will have a combined portfolio with greater assets than those of any of the Funds individually. New RAP is a newly organized entity with no operating history, formed specifically for the purpose of effectuating the Reorganizations. New RAP will acquire substantially all of its assets, and issue substantially all of its common shares, in the Reorganizations and will commence operations after consummation of the Reorganizations. Prior to the Reorganizations, New RAP will have no assets or operations other than such minimum assets, supplied by RMR Advisors, Inc., the Funds' investment adviser (the "Advisor"), as may be required to establish an independent registrant

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under applicable securities laws. At December 31, 2008, the net assets of Old RAP and RAF were as follows:

        As a result of the relatively small size of the Funds compared to many other publicly held closed end management investment companies, each of the Funds pays a relatively high amount of annual costs as a percentage of net assets, including annual charges for stock exchange listing fees, transfer agency fees, administration and sub-administration fees, custodian fees, the costs of preparing separate annual audited financial statements, legal fees for ordinary business and the like. By combining the Funds, the Boards believe the Funds may be able to realize annual cost savings totaling approximately $335,000, based on the year ended December 31, 2008. See "Expenses of the Funds—The Funds' Expenses."

        The number of common shares outstanding and the average daily trading volume of these shares during the year ended December 31, 2008 for each of Old RAP and RAF was as follows:

        Because of the relatively small number of common shares of the Funds which trade on an average daily basis compared to many other publicly held closed end management investment companies, the Funds' Boards believe that the market price of the Funds' common shares may be more volatile. Assuming that the Funds were combined based upon their net asset values ("NAV") at December 31, 2008, 2,182,157 New RAP common shares would be issued. See Appendix B to the SAI, which contains New RAP's pro forma financial statements. The Funds' Boards believe that due to the substantially larger market capitalization of New RAP and significantly expanded common shareholder base for New RAP following the Reorganizations, the average trading volume for reorganized New RAP common shares is likely to be greater than the individual average trading volume of each of Old RAP and RAF and that this increased volume may make it easier for shareholders to purchase and sell their New RAP common shares. Also, as a result of potential enhanced market liquidity, the Funds' Boards believe the future market prices of the reorganized New RAP common shares may experience reduced volatility as compared to the volatility experienced with the common shares of Old RAP and RAF.

        New RAP will operate pursuant to its present investment objectives, which are substantially similar to the current investment objectives of RAF and the same as the investment objectives of Old RAP. Each Fund is currently managed by the same Board and the same investment advisory personnel and portfolio managers, all of whom will continue to provide services to New RAP following the Reorganizations, except that Gerard M. Martin, a Trustee of Old RAP and RAF, will be replaced by Adam D. Portnoy on the Board of New RAP.

        As a result of the Reorganizations, shareholders of Old RAP and RAF, which are currently organized as Massachusetts business trusts, will become shareholders of New RAP, which is organized as a Delaware statutory trust. Each of the Funds' Boards believe that a fund organized as a Delaware statutory trust offers advantages over a fund organized as a Massachusetts business trust, including limiting by statute the personal liability of shareholders, the ability to simplify operations by reducing administrative burdens and a well established body of business entity law. In addition to the different jurisdiction of organization, many provisions contained in New RAP's governing documents are different than those contained, if at all, in the governing documents of Old RAP and RAF. The

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descriptions of the provisions of the governing documents of New RAP, and the differences between such provisions and those of Old RAP and RAF, that are contained in this Joint Proxy Statement/Prospectus are qualified in their entirety by the Declaration of Trust of New RAP and the Bylaws of New RAP attached as Appendix D and Appendix E, respectively, to the Statement of Additional Information ("SAI") and incorporated herein by reference.

        See also "Board Considerations" and Appendix 1 to this Joint Proxy Statement/Prospectus, which is entitled "A Comparison of Governing Documents and State Law".

        After consideration of the above benefits and considerations, the risk factors set forth below under "Risk Factors and Special Considerations" and other factors the Board considered relevant, the Boards of Old RAP and RAF, including all the trustees of each of Old RAP and RAF who are not "interested persons" (as defined in the 1940 Act) of Old RAP and RAF, respectively, unanimously determined to recommend that their Fund's shareholders vote FOR the proposal to be voted upon by their Fund's shareholders allowing for the Reorganizations. For further information, please see the description of the proposal contained in this Joint Proxy Statement/Prospectus.

Who Bears the Expenses Associated with the Reorganizations?

        Generally, each Fund will pay its own expenses incurred in connection with the Reorganizations, whether or not either individual Fund's Reorganization with New RAP is consummated. With respect to any expenses incurred in connection with the Reorganizations that are attributable to both Funds, such expenses will be allocated in proportion to the net asset values attributable to the common shares of the Funds. If both Reorganizations are consummated, the current estimate of total expenses to be incurred in connection with the Reorganizations is $460,000, and the portion of such expenses to be borne by each of Old RAP and RAF is estimated to be $123,519 and $336,481, respectively, of which each Fund had accrued or paid $49,071 as of December 31, 2008. As of December 31, 2008, the aggregate net asset values attributable to common shares of Old RAP and RAF were $16,495,897 and $44,936,829, respectively, and the proportional net asset values as of that date were approximately 27% and 73%, respectively. Neither the Funds nor the Advisor will pay any shareholder expenses arising out of or in connection with the Reorganizations.

        New RAP will reimburse the Advisor for any expenses funded by the Advisor solely and directly attributable to organizing New RAP as a Delaware statutory trust, registering and organizing New RAP as an investment company under the 1940 Act, registering New RAP's shares for sale under the Securities Act of 1933 (the "1933 Act"), listing New RAP's shares for trading on NYSE Amex and any other expenses incidental to organizing New RAP and qualifying it to conduct business as a closed end management investment company under the 1940 Act. These organizational expenses are expected to amount to approximately $20,000, which New RAP will charge as an expense.

        If a Fund's shareholders do not approve at the Meeting (or any adjournment or postponement of the Meeting) the proposed Reorganization, the applicable Fund will not bear any further costs of the Reorganizations after that time except as may be directly attributable to or already incurred by it. Accordingly, each of Old RAP and RAF may incur expenses arising from the planned Reorganizations even though its proposed Reorganization may not occur. For example, as discussed above, as of December 31, 2008, each Fund had accrued or paid expenses arising from the planned Reorganizations amounting to $49,071.

Who is Eligible to Vote

        Old RAP and RAF common shareholders of record on March 31, 2009 are entitled to attend and vote at the Meeting or any adjourned meeting. Each common share is entitled to one vote for each matter considered at the Meeting. Shares represented by properly executed proxies, unless revoked before or at the Meeting, will be voted according to shareholders' instructions. If you sign a proxy but

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do not fill in a vote, your shares will be voted for all proposals you are entitled to vote on, including those relating to the Reorganizations. If you submit a properly executed proxy, unless your proxy has been revoked before or at the Meeting, your shares will be voted at the discretion of the persons named as proxies for any other business that may properly come before the Meeting. As of this time, the Boards of Old RAP and RAF know of no other matters which will be brought before the Meeting or any adjournment thereof.

        Shares of New RAP are not deposits or obligations of, or guaranteed or endorsed by, any bank or other depository institution. These shares are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

        Shares of New RAP have not been approved or disapproved by the SEC. The SEC has not passed upon the accuracy or adequacy of this Joint Proxy Statement/Prospectus. Any representation to the contrary is a criminal offense.

        The common shares of Old RAP and RAF are listed on NYSE Amex under the ticker symbols "RAP" and "RAF", respectively. Common shares of New RAP are expected to be listed on NYSE Amex under the ticker symbol "RAP". Reports, proxy statements and other information concerning the Funds may be inspected at the offices of NYSE Amex, 20 Broad Street, New York, New York 10005. The SEC maintains a website that contains the reports, proxy statements and other information that the Funds file electronically with the SEC. Copies of these documents may be viewed on screen or downloaded from the SEC's website at http://www.sec.gov. Reports, proxy statements and other information filed by the Funds with the SEC can also be inspected and copied (for a duplication fee) at the public reference facilities of the SEC at the SEC's Public Reference Room, located at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain copies of this information by mail from the SEC at the above address, at prescribed rates.

Where to Get More Information

The date of this Joint Proxy Statement/Prospectus is March 30, 2009.

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INTRODUCTION

        This Joint Proxy Statement/Prospectus is being used by Old RAP's and RAF's Boards to solicit proxies to be voted at a joint special meeting of Old RAP's and RAF's shareholders. This Meeting will be held on June 4, 2009 at 400 Centre Street, Newton, Massachusetts, at 10:00 a.m., Eastern time. At the Meeting, the shareholders of Old RAP and RAF will each consider a proposal to approve an Agreement and Plan of Reorganization providing for the Reorganization of Old RAP or RAF, as applicable, with New RAP and related matters. This Joint Proxy Statement/Prospectus is being mailed to Old RAP and RAF shareholders on or about April 22, 2009.

        For each proposal, this Joint Proxy Statement/Prospectus includes information that is specific to that proposal. You should read carefully the Joint Proxy Statement/Prospectus because it contain details that are not in the summary.

Who is Eligible to Vote?

        Old RAP and RAF common shareholders of record on March 31, 2009, are entitled to attend and vote at the Meeting or any adjournment thereof. Each common share is entitled to one vote for each matter considered at the Meeting. Shares represented by properly executed proxies, unless revoked before or at the Meeting, will be voted according to shareholders' instructions. If you sign a proxy but do not fill in a vote, your shares will be voted for all proposals you are entitled to vote on, including those relating to the Reorganization. If you submit a properly executed proxy, unless your proxy has been revoked before or at the Meeting, your shares will be voted at the discretion of the persons named as proxies for any other business that may properly come before the Meeting. As of this time, the Boards of Old RAP and RAF know of no other matters which will be brought before the Meeting or any adjournment thereof. If you hold shares in the name of a brokerage firm, bank, nominee or other institution (commonly referred to as in "street name"), please contact the person responsible for your account and give instructions on how to vote your shares. In order to vote your shares held in street name at the Meeting, you must provide a legal proxy from the institution through which you hold those shares.

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SUMMARY

        The following is a summary of certain information contained elsewhere in this Joint Proxy Statement/Prospectus and is qualified in its entirety by reference to the more complete information contained in this Joint Proxy Statement/Prospectus and in the SAI. Shareholders should read carefully the entire Joint Proxy Statement/Prospectus.

The Proposed Reorganizations

        The Board of each Fund, including the Trustees who are not "interested persons" of each Fund (as defined in the 1940 Act), has unanimously approved each Agreement and Plan of Reorganization and the related Reorganization to which its Fund would be a party. If the common shareholders of Old RAP and RAF approve their respective Agreements and Plans of Reorganization and related Reorganizations, then, subject to the satisfaction of certain conditions, New RAP will acquire all of the assets of Old RAP and RAF and assume all of the liabilities of Old RAP and RAF, and the common shareholders of Old RAP and RAF will receive New RAP common shares. Old RAP and RAF will then terminate their respective registrations under the 1940 Act and dissolve under applicable state law.

        The aggregate NAV of New RAP common shares received by Old RAP's and RAF's common shareholders in the Reorganizations will equal the aggregate NAV of Old RAP and RAF common shares, as applicable, outstanding on the Valuation Date (as defined below) for the Reorganizations, after giving effect to each of Old RAP's and RAF's share of the costs of the Reorganizations.

        New RAP is a newly organized entity with no operating history, formed specifically for the purpose of effectuating the Reorganizations. New RAP will acquire substantially all of its assets, and issue substantially all of its common shares, in the Reorganizations and will commence operations after consummation of the Reorganizations. New RAP's investment objective and policies are identical to Old RAP's. However, New RAP is organized as a Delaware statutory trust and Old RAP is organized as a Massachusetts business trust. Additionally, though similarities exist between the governing documents of New RAP and Old RAP and RAF, many provisions contained in New RAP's governing documents are different than those contained, if at all, in the governing documents of Old RAP and RAF. See Appendix 1 to this Joint Proxy Statement/Prospectus, which is entitled "A Comparison of Governing Documents and State Law." If both Reorganizations are consummated, the result will be a New RAP whose assets and liabilities consist of the combined assets and liabilities of Old RAP and RAF. Following the Reorganizations, Old RAP will be the surviving fund for accounting purposes and for purposes of presenting investment performance history.

        It is expected that the valuation date for the Reorganizations will be at 4:00 p.m., Eastern time, on the closing date of the Reorganizations (the "Valuation Date"). It is a condition to the consummation of RAF's Reorganization with New RAP that Old RAP's shareholders approve Old RAP's Reorganization with New RAP and that Old RAP's Reorganization with New RAP is consummated.

        In the event that either Fund's Reorganization is not approved by shareholders, the Board of Trustees of the Fund whose shareholders did not approve its Reorganization, as well as the Board of Trustees of New RAP, will consider what actions, if any, to take.

Proposal 1: Reorganization of Old RAP with New RAP

        In the Reorganization of Old RAP with New RAP, common shareholders of Old RAP will receive New RAP common shares in exchange for their Old RAP common shares. The aggregate NAV of the New RAP common shares received will be equal to the aggregate NAV of Old RAP common shares outstanding on the Valuation Date for the Reorganization, after giving effect to the share of the costs of the Reorganization borne by Old RAP. New RAP will similarly issue common shares to RAF if RAF's shareholders approve RAF's Reorganization with New RAP.

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        Old RAP's Board believes that the expense ratios for the reorganized New RAP should prospectively be lower and that Old RAP's common shares may have greater liquidity after this Reorganization than the expense ratios and trading liquidity Old RAP and its common shares would have if Old RAP does not participate in the Reorganization. See "Expenses of the Funds—The Funds' Expenses."

        Each of Old RAP and RAF pays a management fee to the Advisor at an annual rate of 1.00% of the Fund's average daily managed assets. The Advisor has contractually agreed to waive a portion of its management fee equal to 0.25% of the average daily managed assets of each Fund until May 25, 2011, in the case of Old RAP, and until May 25, 2012, in the case of RAF. For each of Old RAP and RAF, the Advisor pays a subadvisory fee to MacarthurCook Investment Managers Ltd. (the "Subadvisor") at an annual rate of 0.375% of the Fund's average daily managed assets. The Subadvisor has contractually agreed to waive a portion of its subadvisory fee so that the fee payable by the Advisor will be equal to 0.25% of the average daily managed assets of each Fund until May 25, 2011, in the case of Old RAP, and until May 25, 2012, in the case of RAF. Following the Reorganizations, the Advisor will provide investment advisory services to New RAP pursuant to the terms of an investment advisory agreement between New RAP and the Advisor, and the Subadvisor will provide investment subadvisory services to New RAP pursuant to an investment subadvisory agreement among New RAP, the Advisor and the Subadvisor. The terms of the investment advisory agreement between New RAP and the Advisor are substantively the same as the terms of the existing investment advisory agreement between Old RAP and the Advisor, except that the contractual advisory fee waiver will be extended to expire on the contractual fee waiver expiration date for RAF. The terms of the investment subadvisory agreement among New RAP, the Advisor and the Subadvisor are substantively the same as the terms of the existing investment subadvisory agreement among Old RAP, the Advisor and the Subadvisor, except that the contractual subadvisory fee waiver will be extended to expire on the contractual fee waiver expiration date for RAF. As a result, the advisory fees paid by shareholders who held common shares of Old RAP prior to the Reorganizations will be lower for the one year period beginning on May 25, 2011 and ending on May 25, 2012 than such advisory fees would be if the Reorganization of Old RAP with New RAP were not consummated. This reduction in fees will not decrease or modify the nature or level of the services that the Advisor or the Subadvisor will provide to New RAP relative to what they currently provide to Old RAP and RAF.

        As a result of the Reorganization of Old RAP with New RAP, common shareholders of Old RAP, which is currently organized as a Massachusetts business trust, will become common shareholders of New RAP, which is organized as a Delaware statutory trust, and cease to be common shareholders of Old RAP. Old RAP's Board believes that a fund organized as a Delaware statutory trust offers advantages over a fund organized as a Massachusetts business trust, including limiting by statute the personal liability of shareholders, the ability to simplify operations by reducing administrative burdens and a well established body of business entity law. See Appendix 1 to this Joint Proxy Statement/Prospectus, which is entitled "A Comparison of Governing Documents and State Law".

        New RAP's investment objective and policies are identical to Old RAP's. However, though similarities exist between the governing documents of New RAP and Old RAP, many provisions contained in New RAP's governing documents are different than those contained, if at all, in the governing documents of Old RAP. These differences include, for example, provisions relating to shareholder voting rights and standards, what constitutes a quorum at a meeting of shareholders, required qualifications needed for an individual to serve as a Trustee, the election of Trustees and the voting standard required for such election, the ability of shareholders to propose nominees for election as Trustees and propose other business before a meeting of shareholders of New RAP, the ability of Trustees to remove, with or without cause, other Trustees, the procedures and requirements relating to a shareholder's ability to bring a derivative suit against New RAP, if demanded by any applicable party, arbitration of any claim brought by or on behalf of a shareholder of New RAP against New RAP, its

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Trustees, officers, investment adviser (including the Advisor or its successor), agents and employees, including derivative claims and class actions, the ability of the chairperson of a meeting of shareholders of New RAP to organize, control and adjourn meetings of shareholders, and the regulatory disclosure and compliance requirements required to be adhered to by shareholders. See Appendix 1 to this Joint Proxy Statement/Prospectus, which is entitled "A Comparison of Governing Documents and State Law."

        The Reorganization of Old RAP with New RAP is intended to qualify as a "reorganization" within the meaning of Section 368(a) of the Code so that no gain or loss for United States federal income tax purposes will be recognized by Old RAP or its common shareholders as a result of the Reorganization.

        Approval of the Reorganization of Old RAP with New RAP requires the affirmative vote of a majority of the common shares of Old RAP that vote at the Meeting of Old RAP's shareholders.

        The Board of Old RAP recommends that you vote FOR the proposed Agreement and Plan of Reorganization and related Reorganization.

Proposal 2: Reorganization of RAF with New RAP

        In the Reorganization of RAF with New RAP, common shareholders of RAF will receive New RAP common shares in exchange for their RAF common shares. The aggregate NAV of the New RAP common shares received will be equal to the aggregate NAV of RAF common shares outstanding on the Valuation Date for the Reorganization, after giving effect to the share of the costs of the Reorganization borne by RAF. New RAP will similarly issue common shares to Old RAP if Old RAP's shareholders approve Old RAP's Reorganization with New RAP. It is a condition to the consummation of RAF's Reorganization with New RAP that Old RAP's shareholders approve Old RAP's Reorganization with New RAP and that Old RAP's Reorganization with New RAP be consummated.

        RAF's Board believes that, prospectively, the expense ratios for the reorganized New RAP should be substantially similar after the Reorganizations to the expense ratios for RAF if the Reorganizations did not occur. See "Expenses of the Funds—The Funds' Expenses." Though RAF's Board does not believe that RAF's participation in the Reorganizations will have a substantial effect on its expense ratios, RAF's Board believes that the Reorganizations are in the best interests of RAF's shareholders because of other potential offsetting benefits of the Reorganizations for RAF's shareholders. These potential benefits generally stem from the substantially larger asset base New RAP will have after the Reorganizations relative to RAF's current asset base and include, for example, the potential for economies of scale and enhanced market liquidity for New RAP common shares discussed elsewhere in this Joint Proxy Statement/Prospectus. See "Summary—Background and Reasons for the Proposed Reorganizations" and "Board Considerations".

        RAF pays a management fee to the Advisor at an annual rate of 1.00% of RAF's average daily managed assets. The Advisor pays a subadvisory fee to the Subadvisor at an annual rate of 0.375% of the Fund's average daily managed assets. The Advisor has contractually agreed to waive a portion of its management fee equal to 0.25% of the average daily managed assets of the Fund and the Subadvisor has agreed to waive a portion of its subadvisory fee such that the fee payable will be equal to 0.25% of the Fund's average daily managed assets. RAF's contractual fee waivers expire on May 25, 2012. New RAP has the same contractual management fee and subadvisory fee and the same contractual fee waivers, which will expire on the same date as the expiration date of RAF's contractual fee waivers.

        As a result of the Reorganization of RAF with New RAP, common shareholders of RAF, which is currently organized as a Massachusetts business trust, will become common shareholders of New RAP, which is organized as a Delaware statutory trust, and cease to be common shareholders of RAF. RAF's Board believes that a fund organized as a Delaware statutory trust offers advantages over a fund organized as a Massachusetts business trust, including limiting by statute the personal liability of shareholders, the ability to simplify operations by reducing administrative burdens and a well

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established body of business entity law. Additionally, though similarities exist between the governing documents of New RAP and RAF, many provisions contained in New RAP's governing documents are different than those contained, if at all, in the governing documents of RAF. These differences include, for example, provisions relating to shareholder voting rights and standards, what constitutes a quorum at a meeting of shareholders, required qualifications needed for an individual to serve as a Trustee, the election of Trustees and the voting standard required for such election, the ability of Trustees to remove, with or without cause, other Trustees, the procedures and requirements relating to a shareholder's ability to bring a derivative suit against New RAP, if demanded by any applicable party, arbitration of any claim brought by or on behalf of a shareholder of New RAP against New RAP, its Trustees, officers, investment adviser (including the Advisor or its successor), agents and employees, including derivative claims and class actions, the ability of shareholders to propose nominees for election as Trustees and propose other business before a meeting of shareholders of New RAP, the ability of the chairperson of a meeting of shareholders of New RAP to organize, control and adjourn meetings of shareholders, and the regulatory disclosure and compliance requirements required to be adhered to by shareholders. See Appendix 1 to this Joint Proxy Statement/Prospectus, which is entitled "A Comparison of Governing Documents and State Law."

        The Reorganization of RAF with New RAP is intended to qualify as a "reorganization" within the meaning of Section 368(a) of the Code so that no gain or loss for United States federal income tax purposes will be recognized by RAF or its common shareholders as a result of the Reorganization.

        In order for the Reorganization of RAF with New RAP to take place, the affirmative vote of a "majority of the outstanding" (as defined in 1940 Act) common shares of RAF is required. "Majority of the outstanding" common shares of RAF, as defined pursuant to the 1940 Act, means the lesser of (1) 67% or more of RAF's common shares present at a meeting of RAF's shareholders, if the holders of more than 50% of RAF's outstanding common shares are present or represented by proxy, or (2) more than 50% of RAF's outstanding common shares.

        The Board of RAF recommends that you vote FOR the proposed Agreement and Plan of Reorganization and related Reorganization.

Summary of Funds Comparison

Investment Objectives and Policies

        The Funds are registered as non-diversified, closed end management investment companies under the 1940 Act. The investment objectives of all of the Funds are substantially similar. Old RAP seeks, and New RAP will seek, capital appreciation. RAF seeks long-term capital appreciation. Each Fund invests in exchange listed or traded equity securities of Asia real estate companies, in the case of RAF, or Asia Pacific real estate companies, in the case of Old RAP and New RAP. The Funds each also pay the same advisory fee rate to the Advisor and share the same Board, Advisor, Subadvisor and portfolio managers, except that Mr. Gerard M. Martin, a Trustee of Old RAP and RAF, will be replaced by Mr. Adam D. Portnoy on the Board of New RAP. Additionally, the Advisor pays the same Subadvisory fee rate to the Subadvisor with respect to each Fund.

        The Funds also have substantially similar investment policies and risks. In normal market conditions, at least 80% of each Fund's managed assets will be invested in common stock or other equity securities, including preferred shares or debt securities convertible into common stocks, issued by Asia Pacific real estate companies, in the case of Old RAP, or Asia real estate companies in the case of RAF. Each Fund may invest in corporations, trusts, limited liability companies, limited partnerships and entities formed as other legal structures. All such entities are referred to herein as companies. Each Fund defines a real estate company as a company that derives at least 50% of its revenue from the ownership, construction, financing, management or sale of real estate, or has at least 50% of its assets invested in real estate. A real estate company is considered to be an Asia Pacific real estate company,

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in the case of Old RAP, or an Asia real estate company, in the case of RAF, if it (i) has its principal office in, (ii) has a significant amount of assets in one or more, or (iii) conducts a significant amount of business in one or more Asia Pacific countries or Asia countries, respectively. New RAP's investment objectives and policies will be the same as the investment objectives and policies as those of Old RAP.

        Thus, the primary difference between the Funds is the geographic regions in which they may invest. RAF invests in Asia countries, which include China/Hong Kong, India, Indonesia, Japan, Malaysia, Philippines, Singapore, South Korea, Taiwan, Thailand and any other country in Asia. Old RAP invests, and New RAP will invest, in Asia Pacific countries, which include Australia, China/Hong Kong, India, Indonesia, Japan, Malaysia, New Zealand, Philippines, Singapore, South Korea, Taiwan, Thailand and any other country in southern and southeastern Asia.

        Each Fund's portfolio holdings by country, as of December 31, 2008, are set forth below:

Dividends and Distributions

        Old RAP and RAF distribute income, including capital gains, to common shareholders at least annually. New RAP will distribute income, including capital gains, to common shareholders at least annually. Each Fund's distributions are determined from time to time by such Fund's Board and depend upon the actual or anticipated performance of the Fund's investments, expenses and other factors. Additionally, the Internal Revenue Service has recently announced that closed end funds, such as the Funds, are allowed to satisfy their minimum distribution requirements as a registered investment company in 2009 through the partial payment of distributions in stock. There can be no assurance that New RAP will, after the Reorganizations, pay distributions equal to Old RAP's past distributions, that it will pay any specific amount of distribution in any specific form, that New RAP's distribution rate will not be less than the current dividend rate of Old RAP or that any capital gains distributions will be paid.

Purchase and Sale Procedures

        Purchase and sale procedures for the common shares of Old RAP and RAF are identical. Investors typically purchase and sell common shares of Old RAP and RAF through a registered broker dealer on NYSE Amex, or may purchase or sell common shares through privately negotiated transactions with existing shareholders. The post-Reorganization purchase and sale procedures for the common shares of New RAP will be identical to those of Old RAP and RAF.

Redemption Procedures

        Redemption procedures for the common shares of Old RAP and RAF are identical. The post-Reorganization redemption procedures for the common shares of New RAP will also be identical to those of Old RAP and RAF. The common shares of each Fund have no redemption rights. However, the Board of each Fund may consider open market share repurchases of, or tendering for, the Fund's common shares.

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Background and Reasons for the Proposed Reorganizations

        The Board of each Fund believes that the Reorganization of its Fund offers its Fund's shareholders potential benefits, including those listed below.

        The reorganized New RAP will have a combined portfolio with greater assets than those of any of the Funds individually. New RAP is a newly organized entity with no operating history, formed specifically for the purpose of effectuating the Reorganizations. New RAP will acquire substantially all of its assets, and issue substantially all of its common shares, in the Reorganizations and will commence operations after consummation of the Reorganizations. Prior to the Reorganizations, New RAP will have no assets or operations other than such minimum assets, supplied by the Advisor, as may be required to establish an independent registrant under applicable securities laws. At December 31, 2008, the net assets of each of Old RAP and RAF were as follows:

        As a result of the relatively small size of the Funds compared to many other publicly held closed end management investment companies, each of the Funds pays a relatively high amount of annual costs as a percentage of net assets, including annual charges for stock exchange listing fees, transfer agency fees, administration and sub-administration fees, custodian fees, the costs of preparing separate annual audited financial statements, legal fees for ordinary business and the like. After the Reorganizations, certain fixed administrative costs will be spread across the reorganized New RAP's larger asset base, which should result in lower aggregate costs for the Funds. By combining the Funds, the Boards believe the Funds may be able to realize annual cost savings totaling approximately $335,000, based on the year ended December 31, 2008.

        Although the magnitude of the benefit of lower expenses for common shareholders of each respective Fund will be different, it is expected that each Fund should realize some benefit either immediately or in the future from the Reorganizations. Each Board believes that its Fund's common shareholders should prospectively realize either lower or substantially similar expense ratios after the Reorganizations than they would realize if the Reorganizations did not occur. See "Expenses of the Funds—The Funds' Expenses".

        The number of common shares outstanding and the average daily trading volume of these shares during the year ended December 31, 2008 for each of the Funds was as follows:

        Because of the relatively small number of common shares of the Funds which trade on an average daily basis compared to many other publicly held closed end management investment companies, the Funds' Boards believe that the market price of the Funds' common shares may be more volatile. Assuming that all of the Funds were combined based upon their NAVs at December 31, 2008, all of the outstanding common shares of Old RAP and RAF would be cancelled and 2,182,157 New RAP common shares would be issued. See Appendix B to the SAI, which contains New RAP's pro forma financial statements. The Funds' Boards believe that due to the substantially larger market capitalization of New RAP and significantly expanded common shareholder base for New RAP following the Reorganizations, the average trading volume for reorganized New RAP common shares is likely to be greater than the individual average trading volume of each of Old RAP and RAF and that

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this increased volume may make it easier for shareholders to purchase and sell their New RAP common shares. Also, as a result of potential enhanced market liquidity, the Funds' Boards believe the future market prices of the reorganized New RAP common shares may experience reduced volatility.

        New RAP will operate pursuant to its present investment objectives, which are substantially similar to the current investment objectives of RAF and the same as the investment objectives of Old RAP. Old RAP seeks, and New RAP will seek, capital appreciation. RAF seeks long-term capital appreciation. Each Fund invests in exchange listed or traded equity securities of Asia real estate companies, in the case of RAF, or Asia Pacific real estate companies, in the case of Old RAP and New RAP. Each Fund is managed by the same Board and the same investment advisory and subadvisory personnel and portfolio managers, all of whom will continue to provide services to New RAP following the Reorganizations.

        As a result of the Reorganizations, shareholders of Old RAP and RAF, which are currently organized as Massachusetts business trusts, will become shareholders of New RAP, which is organized as a Delaware statutory trust. Each of the Funds' Boards believes that a fund organized as a Delaware statutory trust offers advantages over a fund organized as a Massachusetts business trust, including limiting by statute the personal liability of shareholders, the ability to simplify operations by reducing administrative burdens and a well established body of business entity law. See Appendix 1 to this Joint Proxy Statement/Prospectus, which is entitled "A Comparison of Governing Documents and State Law".

        Old RAP's Board, including all the Trustees of Old RAP's Board who are not "interested persons" of Old RAP (as defined in the 1940 Act), has unanimously determined that its Reorganization with New RAP is in the best interests of common shareholders of Old RAP and that the interests of its common shareholders will not be diluted as a result of its Reorganization. Similarly, RAF's Board, including all the Trustees who are not "interested persons" of RAF (as defined in the 1940 Act), has unanimously determined that the Reorganization is in the best interests of common shareholders of RAF and that the interests of its Fund's common shareholders will not be diluted as a result of the Reorganization. New RAP's Board, including all the Trustees of New RAP's Board who are not "interested persons" of New RAP (as defined in the 1940 Act), has also determined that its Reorganizations with Old RAP and RAF are each in the best interests of its sole common shareholder, and that the interest of that sole common shareholder will not be diluted as a result of either the Reorganization with Old RAP or the Reorganization with RAF.

        See "Board Considerations".

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EXPENSES OF THE FUNDS

Summary of Expense Comparison

        Giving effect to the Reorganizations as if they occurred on January 1, 2008, total annual gross expenses for the year ended December 31, 2008 incurred by common shareholders of Old RAP and RAF in the aggregate would decline from 3.07% and 1.85%, respectively, of average net assets attributable to common shares (for the year ended December 31, 2008) to approximately 1.69% of average net assets attributable to common shares (for the year ended December 31, 2008) for the reorganized New RAP on a pro forma basis, assuming both Reorganizations are consummated. Annual gross expenses do not give effect to any management fee waivers.

        Old RAP's Board, believes that, prospectively, the expense ratios for the reorganized New RAP should be lower after the Reorganizations than Old RAP's expense ratios would be if the Reorganizations did not occur. RAF's Board believes that, prospectively, the expense ratios for the reorganized New RAP should be substantially similar after the Reorganizations to the expense ratios for RAF if the Reorganizations did not occur. Though RAF's Board does not believe that RAF's participation in the Reorganizations will have a substantial effect on its expense ratios, RAF's Board believes that the Reorganizations are in the best interests of RAF's shareholders because of other potential offsetting benefits of the Reorganizations for RAF's shareholders. These potential benefits generally stem from the substantially larger asset base New RAP will have after the Reorganizations relative to RAF's current asset base and include, for example, the potential for economies of scale and enhanced market liquidity for New RAP common shares discussed elsewhere in this Joint Proxy Statement/Prospectus. See "Summary—Background and Reasons for the Proposed Reorganizations" and "Board Considerations".

The Funds' Expenses

        The tables below illustrate the change in operating expenses expected as a result of the Reorganizations. The tables set forth (1) the fees and expenses of each of Old RAP and RAF for the year ended December 31, 2008 and (2) the pro forma fees and expenses of New RAP for the year ended December 31, 2008, assuming New RAP had already been organized and that each of the Reorganizations had been completed at the beginning of such period. The following tables show each Fund's expenses as a percentage of average net assets attributable to common shares as of December 31, 2008. All amounts shown in the tables below are unaudited and are derived from the pro forma financial statements of New RAP for the year ended December 31, 2008 included as Appendix B to the SAI. These pro forma figures are presented for informational purposes only and may not necessarily be representative of what the actual combined financial position or results of operations would have been had the Reorganizations taken place as of or for the period presented or for any future date or period.

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        It is a condition to the consummation of RAF's Reorganization with New RAP that Old RAP's shareholders approve Old RAP's Reorganization with New RAP and that Old RAP's Reorganization with New RAP is consummated. The following table illustrates the anticipated change in operating expenses expected as a result of both Old RAP and RAF approving and participating in their respective Reorganizations with New RAP.

(1)

The pro forma column shown assumes both of the Reorganizations are completed.

(2)

Common shares purchased in the secondary market may be subject to brokerage commissions or other charges. No sales load will be charged on the issuance of New RAP common shares in the Reorganizations. Common shares are not available for purchase from the Funds but may be purchased through a broker-dealer subject to individually negotiated commission rates.

(3)

Each participant in a Fund's dividend reinvestment plan pays a proportionate share of the brokerage commissions incurred with respect to open market purchases in connection with such plan.

(4)

In connection with the Reorganizations, there are certain other transaction expenses not reflected in "Other Expenses", even if accrued or paid on or prior to December 31, 2008, which include, but are not limited to: costs related to the preparation, printing and distribution of this Joint Proxy Statement/Prospectus to shareholders; costs related to preparation and distribution of materials distributed to each Fund's Board; expenses incurred in connection with the preparation of each Agreement and Plan of Reorganization and the registration statement on Form N-14 and other related materials; SEC and state securities commission filing fees; legal and audit fees; portfolio transfer taxes (if any); and any similar expenses incurred in connection with the Reorganizations. In accordance with applicable SEC rules, the Board of each Fund reviewed the fees and expenses that will be borne directly or indirectly by the Funds in connection with the Reorganizations. After considering various alternatives for allocating these costs, the Board of each Fund agreed that, generally, each Fund will pay its own expenses incurred in connection with the Reorganizations, whether or not either individual Fund's Reorganization with New RAP is consummated. With respect to any expenses incurred in connection with the Reorganizations that are attributable to both Funds, such expenses will be allocated in proportion to the net asset values attributable to the common shares of the Funds. If both Reorganizations are consummated, the current estimate of total expenses to be incurred in connection with the Reorganizations is $460,000, and the portion

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of such expenses to be borne by each of Old RAP and RAF is estimated to be $123,519 and $336,481, respectively, of which each Fund had accrued or paid $49,071 as of December 31, 2008. Neither the Funds nor the Advisor will pay any shareholder expenses arising out of or in connection with the Reorganizations. New RAP will reimburse the Advisor for any expenses funded by the Advisor solely and directly attributable to organizing New RAP as a Delaware statutory trust, registering and organizing New RAP as an investment company under the 1940 Act, registering New RAP's shares for sale under the 1933 Act, listing New RAP's shares for trading on NYSE Amex and any other expenses incidental to organizing New RAP and qualifying it to conduct business as a closed end management investment company under the 1940 Act. These organizational expenses are expected to amount to approximately $20,000, which New RAP will charge as an expense. If either Fund's shareholders do not approve at the Meeting (or any adjournment or postponement of the Meeting) its proposed Reorganization, that Fund will not bear any further costs of the Reorganizations after that time except as may be directly attributable to or already incurred by it. Accordingly, as indicated above, each Fund may incur expenses arising from the planned Reorganizations even though its proposed Reorganization may not occur. For example, as of December 31, 2008, each Fund had accrued or paid expenses arising from the planned Reorganizations amounting to $49,071. The table below summarizes each Fund's aggregate NAV attributable to common shares at December 31, 2008; projected annual expense savings to each Fund as a result of the Reorganizations; allocation of Reorganization expenses among the Funds in dollars and percentages (i) based on amounts already accrued or paid as described above, and (ii) for amounts estimated to be incurred, based on the NAVs for the Funds as of December 31, 2008; an estimated pay back period (in months); and the reduction to each Fund's NAV per common share at December 31, 2008 due to the estimated Reorganization expenses not yet accrued or paid. As described above, the Funds had already accrued or paid certain Reorganization expenses as of December 31, 2008; therefore, the column in the table below setting forth the reduction to each Fund's NAV due to estimated Reorganization expenses only reflects reductions to each Fund's NAV due to estimated Reorganization expenses to be accrued or paid after December 31, 2008. The projected annual expense savings and estimated balance of Reorganization expense reflected in the table below are allocated proportionally among the Funds which participate in the Reorganizations based upon their NAVs as of December 31, 2008. Actual Reorganization expenses will be allocated in the manner previously disclosed above. RAF's shareholders will benefit more from the projected annual expense savings of the Reorganizations than Old RAP's shareholders. The projected annual expense savings are generally not expected to be immediately realized. If shareholders sell their common shares prior to the estimated pay back period, then they may not realize any of the projected expense savings resulting from the reduced aggregate expenses. The NAV per common share of each Fund will be reduced as of the Valuation Date of the respective Reorganization to reflect the allocation of Reorganization expenses to each Fund accrued or paid after December 31, 2008. The reduction in NAV per common share resulting from the allocation of Reorganization expenses accrued or paid after December 31, 2008 will be greater for RAF than for Old RAP. As of December 31, 2008, the aggregate net asset values attributable to common shares of Old RAP and RAF were $16,495,897 and $44,936,829, respectively, and the proportional net asset values as of that date were approximately 27% and

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73%, respectively. The numbers presented in the table are estimates based on the year ended December 31, 2008; actual results may differ.

        The purpose of the fee table is to assist you in understanding the various costs and expenses that you, as an investor, will bear directly or indirectly.

        The following example is intended to help you compare the costs and expenses of investing in the reorganized New RAP after the Reorganizations with the costs and expenses of investing in the Funds without the Reorganizations. An investor would pay the following costs and expenses on a $1,000 investment in common shares, assuming (1) the total annual gross expense ratio for each Fund (as a percentage of average net assets attributable to common shares) set forth in the tables above for years 1 through 10 and (2) a 5% annual return throughout the period on the original $1,000 investment.

(1)

Assumes both Reorganizations are completed.

        The examples set forth above assume the reinvestment of all dividends and distributions at NAV. The example should not be considered a representation of past or future expenses or annual rates of return. Actual expenses or annual rates of return may be more or less than those assumed for purposes of the examples.

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FINANCIAL HIGHLIGHTS

New RAP

        As indicated above, New RAP is a newly organized entity with no operating history, formed specifically for the purpose of effectuating the Reorganizations. As such, only historical financial information for Old RAP and RAF is provided below.

Old RAP

        The following schedule presents financial highlights for one common share of Old RAP outstanding throughout the periods indicated. Except where noted, information is derived from Old RAP's audited financial statements for the year ended December 31, 2008 and should be read in conjunction with Old RAP's audited financial statements for the year ended December 31, 2008 and notes thereto, which are incorporated by reference herein. These financial highlights have been audited by Ernst & Young LLP, independent registered public accounting firm, whose report thereon, along with the audited financial statements and notes thereto, is included in Old RAP's annual report to shareholders, filed with the SEC on Form N-CSR on February 25, 2009, for the fiscal year ended December 31, 2008, and are available without charge by calling Old RAP's toll free number: (866) 790-8165.

(a)

Commencement of Old RAP's operations.

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(b)

Based on average shares outstanding.

(c)

Net asset value at May 25, 2006, reflects the deduction of the average sales load and offering costs of $0.92 per share paid by the holders of common shares from the $20.00 offering price. Old RAP paid a sales load and offering cost of $0.94 per share on 1,710,000 shares sold to the public and no sales load or offering costs on 40,000 common shares sold to affiliates of the Advisor for $20 per share.

(d)

Amounts are net of expenses waived by the Advisor.

(e)

Total returns for periods of less than one year are not annualized.

(f)

Total return based on per share market price assumes the purchase of common shares at the market price on the first day and sales of common shares at the market price on the last day of the period indicated; dividends and distributions, if any, are assumed to be reinvested at market prices on the ex-dividend date. The total return based net asset value, or NAV, assumes the purchase of common shares at NAV on the first day and sales of common shares at NAV on the last day of the period indicated; distributions are assumed to be reinvested at NAV on the ex-dividend date. Results represent past performance and do not guarantee future results. Total return would have been lower if the Advisor had not contractually waived a portion of its investment advisory fee.

(g)

Annualized.

See notes to financial statements, which are incorporated herein by reference to Old RAP's annual report to shareholders for the year ended December 31, 2008, which was filed with the SEC on Form N-CSR on February 25, 2009.

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RAF

        The following schedule presents financial highlights for one common share of RAF outstanding throughout the periods indicated. Except where noted, information is derived from RAF's audited financial statements for the year ended December 31, 2008 and should be read in conjunction with RAF's audited financial statements for the year ended December 31, 2008 and notes thereto, which are incorporated by reference herein. These financial highlights have been audited by Ernst & Young LLP, independent registered public accounting firm, whose report thereon, along with the audited financial statements and notes thereto, is included in RAF's annual report to shareholders, filed with the SEC on Form N-CSR on February 25, 2009, for the fiscal year ended December 31, 2008, and are available without charge by calling RAF's toll free number: (866) 790-8165.

(a)

Commencement of RAF's operations.

(b)

Based on average shares outstanding.

(c)

Net asset value at May 25, 2007, reflects the deduction of the average sales load and offering costs of $0.94 per share paid by the holders of common shares from the $20.00 offering price. RAF paid a sales load of $0.90 per share on 4,750,000 common shares sold to the public.

(d)

Amounts are net of expenses waived by the Advisor.

(e)

Total returns for periods of less than one year are not annualized.

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(f)

Total return based on per share market price assumes the purchase of common shares at the market price on the first day and sales of common shares at the market price on the last day of the period indicated; dividends and distributions, if any, are assumed to be reinvested at market prices on the ex-dividend date. The total return based net asset value, or NAV, assumes the purchase of common shares at NAV on the first day and sales of common shares at NAV on the last day of the period indicated; distributions are assumed to be reinvested at NAV on the ex-dividend date. Results represent past performance and do not guarantee future results. Total return would have been lower if the Advisor had not contractually waived a portion of its investment advisory fee.

(g)

Annualized.

See notes to financial statements, which are incorporated herein by reference to RAF's annual report to shareholders for the year ended December 31, 2008, which was filed with the SEC on Form N-CSR on February 25, 2009.

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RISK FACTORS AND SPECIAL CONSIDERATIONS

        The proposed Reorganizations will cause the shareholders of Old RAP and RAF to become investors in New RAP. The Reorganizations and the resulting investment in New RAP involve risks. Many of the risks arising from an investment in New RAP are similar to the risks arising from an investment in each of Old RAP and RAF. The following is a brief description of the material risks arising from the Reorganizations, from an investment in New RAP and, where applicable, a comparison of those risks to the different risks of investments in Old RAP and RAF:

Risks Related to the Reorganizations

Expenses

        While the Funds currently estimate that the Reorganizations, if consummated, will result in reduced aggregate expenses of the Funds by approximately $335,000 per year based on the year ended December 31, 2008, the realization of these reduced expenses will not affect holders of Old RAP or RAF proportionately, may take longer than expected to be realized or may not be realized at all. After the Reorganizations, New RAP is prospectively expected to incur either lower or substantially similar expenses on a per common share basis than each of the Funds currently incurs. However, New RAP may incur higher expenses for a period prior to experiencing such savings or may never experience such savings. See "Expenses of the Funds—The Funds' Expenses". There can be no assurance that future expenses will not increase or that any expense savings will be realized. Moreover, to the extent that one of the Reorganizations is not completed, but the other Reorganization is completed, any expected savings by New RAP, Old RAP and RAF will be reduced.

        Each Fund has incurred expenses related to the Reorganizations. Because the Funds have already incurred, as well as accrued and paid, expenses solely and directly attributable to the Reorganizations, if Old RAP's or RAF's shareholders do not approve their Fund's respective Reorganization with New RAP, Old RAP and RAF will incur expenses arising from its proposed Reorganization even though its proposed Reorganization will not occur and those expenses may be material.

Market Valuation Risk

        Since inception, Old RAP and RAF have each generally traded at a discount to their respective NAVs. After the Reorganizations, New RAP common shares may trade at a greater discount to NAV than did Old RAP common shares prior to the Reorganizations. There can be no assurance as to the extent, if any, to which New RAP's common shares will trade at a discount or premium following the Reorganizations. There also can be no assurance that the Funds' relative historic discounts would continue should the Reorganizations not take place.

Potential Conflicts of Interest

        The Boards of Old RAP and RAF are comprised of the same Trustees. Mr. Adam D. Portnoy will replace Mr. Gerard M. Martin (a Trustee of Old RAP and RAF) on the Board of New RAP. Although the Trustees have to weigh the benefits and detriments of each Reorganization to the applicable Funds independently, they could be influenced, or appear to be influenced, by factors affecting the other Funds for which they are Trustees.

        Also, as of March 6, 2009, Trustees and officers of the Funds beneficially owned, as a group, approximately 3.50% of the outstanding common shares of Old RAP and 0.11% of the outstanding common shares of RAF. Also, as of the date of this Joint Proxy Statement/Prospectus, Trustees and officers of the Funds beneficially own 100% of the outstanding common shares of New RAP, by virtue of the Advisor's 100% ownership of New RAP's outstanding common shares. The Advisor is beneficially owned by Barry M. Portnoy, a Trustee of New RAP, and Adam D. Portnoy, a Trustee and

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the President of New RAP. This disproportionate ownership of the Funds by the Trustees and officers of the Funds may be considered an incentive for the Trustees and officers to favor one Fund's interests over another's. The portfolio managers and all of the officers of the Funds are officers of the Advisor or the Subadvisor. These situations could create, or appear to create, conflicts of interest with respect to a Trustee's determination of which Reorganizations to recommend to Fund shareholders. The disinterested Trustees of the Funds have retained independent counsel to assist them with their consideration of the proposed Reorganizations.

General Risks of Investing in New RAP

Limited Operating History

        Old RAP has been operational only since May 2006. New RAP is a newly organized non-diversified closed end management investment company with no operating history, formed specifically for the purpose of effectuating the Reorganizations. New RAP will acquire substantially all of its assets, and issue substantially all of its common shares, in the Reorganizations and will commence operations after consummation of the Reorganizations.

Limited Experience of the Advisor

        The Advisor has limited experience managing investment companies like the Funds. The Advisor began the substantial majority of its current business activities in December 2003. As of December 31, 2008, the Advisor had $128 million of assets under management, $61 million of which were assets of the Funds. See "Management of the Funds".

Limited Experience of the Subadvisor

        MacarthurCook Investment Managers Limited (the "Subadvisor") has limited experience serving as an investment adviser to U.S. investment companies registered under the 1940 Act. The Subadvisor's parent company, MacarthurCook Limited, began the substantial part of its business activities in May 2003, and substantially all of its business to date has been managing funds which focus substantially all of their investments in the Australian market. The Subadvisor became registered with the SEC as an investment adviser in March 2006.

Economic Climate

        Recent economic developments, both in the domestic and global economy, may increase the risk associated with investing in the New RAP. Dramatic declines in the housing market, with falling home prices and increasing foreclosures and unemployment, have resulted in significant write-downs of asset values by financial institutions, including government-sponsored entities and major commercial and investment banks. These write-downs, initially of mortgage-backed securities, but spreading to credit default swaps and other derivative instruments, have caused many domestic and international financial institutions to seek additional capital both from private and government sources, to merge with larger and stronger institutions and, in some cases, to fail. Additionally, many lenders and institutional investors have reduced, and in some cases, ceased to provide funding to borrowers, including other financial institutions, reflecting an ongoing concern about the stability of the domestic and global financial markets generally and the strength of counterparties. More recently, this economic turmoil has spread beyond the domestic and global banking and financial services industry and has begun to effect companies in all sectors of the global and domestic economy, resulting in drastically reduced earnings, falling stock prices and soaring unemployment. The depth of the current global financial crisis is continuing to expand and its ultimate scope, reach and effect cannot be predicted.

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        Consequences of this economic turmoil that may adversely effect New RAP include, among other things:

•

a dramatic decline in the value of real estate and securities associated with real estate which may continue for a prolonged period, resulting in a highly volatile and uncertain business environment for investment companies, such as New RAP (and the domestic and foreign REITs and other real estate companies in which it invests), that focus their investments in real estate and real estate-related securities, thus significantly increasing the risk of investing in New RAP;



•

a lack of available credit, lack of confidence in the domestic and/or global financial sector and reduced domestic and international business activity, all which could materially and adversely affect New RAP;



•

a further significant decline in domestic and international equity markets in general or in the real estate sectors of the market in which Old RAP and RAF invest, which has reduced the value of Old RAP's and RAF's portfolio securities, and which may further reduce the value of the Funds' portfolio securities; and



•

the longer these conditions persist, the greater the probability that these factors could have an adverse effect on New RAP's financial results and continued viability.

        Legislation was passed in the U.S. in October 2008 in an attempt to address the instability in the domestic financial markets. Among other things, under one particular component up to $700 billion is made available in an effort to stabilize and support the credit and financial markets. To date, the adoption and partial deployment of this stimulus program, together with other unprecedented measures, has failed to reverse the downward trend in the economy; still though, it is difficult to estimate the degree to which these measures may have mitigated the severity of the crisis to date. More recently, Congress passed the $787 billion American Recovery and Reinvestment Act of 2009, which was designed as a domestic economic stimulus measure. The ultimate result of the implementation of this legislation cannot be predicated and it too may fail to reverse the downward trend in the economy. These pieces of legislation and similar proposals by the U.S. or foreign governments, as well as other actions such as monetary or fiscal actions of U.S. government instrumentalities or comparable authorities in other countries, may also fail to improve or even stabilize domestic and international financial markets, thereby potentially even worsening the fiscal condition of our country and others and prolonging the negative effects on New RAP. This legislation and other proposals or actions by the U.S. or foreign governments, or U.S. or foreign financial industry regulators, may also have other consequences, including material effects on interest rates and foreign exchange rates, which could materially affect New RAP's investments in ways that New RAP cannot predict.

        Even if legislative or regulatory initiatives or other efforts successfully stabilize and add liquidity to the domestic and/or international financial markets, New RAP may need to modify its investment strategies in order to satisfy new regulatory requirements or to compete in a changed business environment. These regulatory initiatives or other efforts may adversely affect New RAP's ability to manage risk, capitalize on market opportunities and meet its investment objectives. Furthermore, the U.S. government has indicated its willingness to implement additional measures as it may see fit to address changes in market conditions, and further Congressional responses to this financial crisis may result in a comprehensive overhaul of the regulatory infrastructure governing the U.S. financial system and the fundamental relationship between the U.S. government and the private sector. These future U.S. governmental measures, as well as future governmental measures undertaken by other countries, may have further negative consequences for New RAP and its investments and may diminish future opportunities available to it in ways that cannot be predicted.

        Given the volatile nature of the current market disruption and the uncertainties underlying efforts to mitigate or reverse the disruption, New RAP, the Advisor and the Subadvisor may not timely

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anticipate or manage existing, new or additional risks, contingencies or developments, including regulatory developments and trends in new products and services, in the current or future market environment. Such a failure could materially and adversely affect New RAP's investments and its ability to meet its investment objectives.

Real Estate Risks

        Real estate values have been historically cyclical. As the general economy grows, demand for real estate increases and occupancies and rent rates increase. As occupancies and rents increase, property values increase and new development occurs. As development occurs, occupancies, rents and property values decline. Because leases are usually entered for long periods and development activities often require extended times to complete, the real estate value cycle often lags the general business cycle. Because of this cycle, real estate companies have historically often incurred large swings in their profits and in the prices of their securities.

        The returns available from investments in real estate depend on the amount of income and capital appreciation generated by the related properties. Income and real estate values may be adversely affected by such factors as applicable laws, interest rate levels and the availability of financing. If properties do not generate sufficient income to meet operating expenses, including, where applicable, debt service, ground lease payments, tenant improvements, third party leasing commissions, maintenance and required capital expenditures, the income and ability of the real estate company which owns the properties to make payments of any interest and principal on its debt securities or dividends on its equity securities will be adversely affected. These risks may be particularly acute for companies that engage in development activities. In addition, real property values may be adversely affected by defaults by tenants. The performance of the economy in the area in which the real estate is located affects occupancy, market rental rates and expenses, and has an impact on the income from such properties and their values. In addition, real estate investments are relatively illiquid and, therefore, the ability of real estate companies to vary their portfolios promptly in response to changes in economic or other conditions is limited. A real estate company may also have joint venture investments in certain of its properties, and its ability to control decisions relating to such properties may be limited.

        Due to recent market conditions, the value of real estate and securities associated with real estate has dramatically declined and this decline may continue for a prolonged period. The current decline in the values of real estate and real estate-related securities stems from a recent disruption in the financial and credit markets, which originated in and most dramatically effected the sub-prime mortgage sector of the credit market, and has had and likely will continue to have severe expansive and potentially long-term consequences for the real estate and credit markets and, to a large degree, the economy in general. These factors create a highly volatile and uncertain business environment for investment companies, such as New RAP, and the real estate companies in which they invest, that focus their investments in real estate and real estate-related securities and significantly increases the risk of investing in New RAP. These risks include, but are not limited to, diminished income or operating losses, decreased asset values and impaired financial and mandatory operating ratios, losses of principal and interest on existing loans as a result of borrowers' inability to either make such payments at all or to make such payments in a timely manner, loss of future revenues from a downturn in the volume of loan originations, securitizations and other directly and indirectly related business activity, a loss of collateral value, and slowdown in the housing and related industries, and in the economy generally. These factors and others have resulted in poor financial results, substantial write-downs of the values of assets, volatile and declining stock prices, stricter lending standards, and increased risk of bankruptcy and business failure generally for companies with exposure to real estate-related investments and the credit markets in general.

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        A number of other risks are also created by New RAP's investment focus on real estate securities, including the following:

•

A portion of New RAP's real estate investments may be in securities of companies that own office or industrial buildings. In recent years, office and industrial occupancies and rents have declined in some countries. In some countries, excessive building and development activities have increased the available supply to an amount substantially in excess of current demand for such buildings. Increases in office and industrial occupancies and rents have historically lagged general economic recoveries.



•

A portion of New RAP's real estate investments may be in securities of companies that own retail properties. The values of these properties are vulnerable to changes in consumer spending practices and to bankruptcies of retail firms which lease such properties.



•

A portion of New RAP's real estate investments may be in securities of companies that own apartment buildings. The values of these properties may be affected by changes in employment, personal income and demand caused by the availability of home ownership financing.



•

A portion of New RAP's real estate investments may be in securities of companies that own properties that are leased on a net basis to single tenants. The value of these properties often varies with the financial strength or business prospects of their tenants.



•

A portion of New RAP's real estate investments may be in securities of companies that own other types of specialized real estate, including but not limited to self storage facilities, manufactured homes and entertainment related facilities. The values of these properties are affected by changes in user preferences and general economic conditions.



•

Real estate companies and their securities in which New RAP invests are susceptible to special risks not shared by the securities market generally. For example: real estate taxes and insurance costs are large expenses of real estate companies, and in some countries these costs have tended to increase materially within the past few years; environmental protection laws may hold real estate owners and previous owners responsible for clean up costs which can be material; and other laws sometimes require real estate owners to incur material capital expenditures.

Foreign Securities Risk

        Investing in foreign securities, especially securities of foreign issuers in countries with less developed financial markets, involves certain risks not involved in investing in U.S. securities, including, but not limited to:

•

less information regarding financial results, financial position, cash flows, ownership, management compensation and other matters;



•

more variation in the application of laws, greater difficulty in accessing the courts, rapid changes in laws and regulations, a lack of transparency in political processes, a less independent judiciary and a lack of judicial experience with complex financial matters which increases the likelihood that a particular issue impacting New RAP may be a matter of unsettled law;



•

less stringent accounting, auditing and financial record keeping or reporting standards and requirements;



•

differing amounts and focus of government regulation or interference in commerce;



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securities markets which typically include different trading and settlement practices, transaction costs that are higher because of more expensive brokerage or custody procedures, and less regulation, which may lead to a higher potential for fraud or unfair treatment;

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•

securities markets which are smaller, have lower trading volumes and less liquidity and which are more volatile; and



•

higher and more volatile rates of interest or inflation.

        A foreign securities market may also include a high proportion of issuers whose shares are owned by a limited number of holders and a limited number of issuers who represent a disproportionately large percentage of market capitalization and trading volumes. Such a market may also experience periods of growth and change which may result in trading volatility and difficulties in the settlement and recording of transactions. Investments in foreign securities will also expose New RAP to the direct or indirect consequences of political, social or economic changes in the countries in which the issuers are located. Certain countries in which New RAP may invest have historically experienced, and may continue to experience, high rates of inflation, high interest rates, exchange rate fluctuations, large amounts of external debt, balance of payments and trade difficulties and extreme poverty and unemployment. Some Asia Pacific countries are also characterized by political uncertainty and instability. In addition, with respect to certain foreign countries, there is a risk of:

•

the possibility of expropriation of assets;



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confiscatory taxation;



•

difficulty in obtaining or enforcing a court judgment;



•

the possibility that an issuer may not be able to make payments to investors outside of the issuer's country; and



•

diplomatic developments that could affect investments in those countries.

        Even the markets for relatively widely traded foreign securities may not be able to absorb, without price disruptions, a significant increase in trading volume or trades of a size customarily made by institutional investors in the U.S. Additionally, market making and arbitrage activities are generally less extensive in such markets, which may contribute to increased volatility and reduced liquidity. The less liquid a market, the more difficult it may be for New RAP to accurately price its portfolio securities or to dispose of securities at the times determined to be appropriate by the Advisor or the Subadvisor.

        These risks are often increased for investments in smaller, emerging capital markets. For more information regarding risks of emerging market investing, see "Risks—Emerging Market Risks" below.

Asia Pacific Regions Risks

        Asia Pacific countries may be subject to a greater degree of social, political and economic instability than is the case in the U.S. and European countries. Such instability has in the past resulted, and may in the future result, from: (i) rapid growth, such as that experienced by China in the recent past; (ii) popular opposition to authoritarian governments; (iii) popular unrest associated with demands for improved political, economic and social conditions; (iv) internal political and military insurgencies; (v) hostile relations with neighboring countries; (vi) ethnic, religious and racial strife; (vii) natural disasters such as earthquakes, monsoons, and tidal waves; (viii) terrorism; and (ix) public health crises, such as Severe Acute Respiratory Syndrome ("SARS"), or an avian flu pandemic. These factors have sometimes caused substantial economic disruption in the securities and real estate markets of some Asia Pacific countries and they may do so in the future.

        The economies of many Asia Pacific countries are heavily dependent on international trade and are affected by protective trade barriers and the economic conditions of their international trading partners (principally the U.S., Japan, China, and the European Union). The enactment by the U.S. or other principal trading partners of protectionist trade legislation, the reduction of foreign investment in the local economies or general declines in the international securities markets could have a significant

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adverse effect upon the securities markets of certain Asia Pacific countries. Also, certain Asia Pacific countries often rely on other Asia Pacific countries for a significant amount of their trade and the instability of one Asia Pacific country may cause instability in others. For example, while China has been a primary driver of recent Asia Pacific economic growth, if the economy in China does not maintain its recent pace of growth or contracts, the economies of other Asia Pacific countries are likely to be adversely affected.

        Some Asia Pacific countries in which New RAP may invest have substantial government involvement in business activities and have historically experienced, and may continue to experience, high rates of inflation, high interest rates, currency exchange rate fluctuations, large amounts of external debt, balance of payments and trade difficulties and high unemployment.

Risks Related to Investments in Japan

        Japan's largest public equity securities market is the Tokyo Stock Exchange, which currently lists approximately $3.1 trillion of securities, including approximately $70.8 billion of securities issued by Japanese real estate companies. As of December 31, 2008, the equity market capitalization of real estate companies in Japan was approximately 32% of the total equity market capitalization of real estate companies in the Asia Pacific region. Japan's total stock of institutional quality real estate is estimated to be worth almost $2.0 trillion.

        In 2002, Japan adopted legislation that provided for real estate investment trusts, or "J-REITs". As of December 31, 2008, there were 40 J-REITs listed on the Tokyo Stock Exchange with a total equity market capitalization of approximately $32.4 billion. In addition to J-REITs, other real estate development companies listed on the Tokyo Stock Exchange had a total equity market capitalization as of December 31, 2008 of approximately $38.4 billion.

        Although Japan is the world's second largest economy, in the past several decades Japan's economy has experienced periods of rapid growth, modest growth and contraction. A prolonged recession in the Japanese economy in the 1990s was caused in large part by market speculation in the late 1980s and early 1990s. The Japanese Ministry of Land, Infrastructure and Transport has reported declines in its Index of Urban Land Prices for each year from 1992 through 2005, in part due to deflationary pressures experienced. Although declines in this index have slowed in recent years and some of the component parts of the index have reported gains, there can be no assurance that land prices will not decline in the future. In the last several years, interest rates in Japan have been very low, in large part due to monetary policies designed to reduce the pressures of deflation. If deflationary pressures increase in Japan, its economy may experience slowed growth or may contract. A contraction in the Japanese economy would have a negative effect on the value of real estate in Japan.

        Industrial production is a large sector of the Japanese economy. As such, Japan's economy is likely more susceptible than economies which are less dependent upon manufacturing to the negative effects of increases in the prices of commodities that have taken place in recent years. In particular as Japan imports approximately 98% of its oil consumption, Japan's economic growth may be tempered by a sustained increase in the price of oil.

        Japan's most significant trading partners are China and the U.S. In particular, trade between Japan and China has been growing at a rapid pace in recent years. As such, any future economic turmoil that may be experienced in China or the U.S. is likely to have a negative impact on the Japanese economy.

Risks Related to Investments in China and Hong Kong

        Hong Kong is a special administrative region of China which has a somewhat different political and economic system than the rest of China. Hong Kong has the largest public equity securities market in China and many companies whose business is conducted elsewhere in China, as well as companies

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whose business is in Hong Kong, are listed on the Hong Kong Stock Exchange. As of December 31, 2008, the equity market capitalization of real estate companies listed on the Hong Kong Stock Exchange was approximately 33% of the total equity market capitalization of real estate companies in Asia.

        In 2003, Hong Kong adopted legislation permitting the creation of REITs, but the first REIT public offering did not occur in Hong Kong until November 2005. As of December 31, 2008, there were 7 REITs listed on the Hong Kong Stock Exchange with a combined market capitalization of approximately $6.0 billion. In addition, the Subadvisor estimates that there are other real estate companies listed on the Hong Kong Stock Exchange with total market capitalization of approximately $165.0 billion, including a number of companies whose principal business is located elsewhere in China.

        Investing in Chinese real estate companies involves special risks. For example, throughout most of China land is not available for private ownership. Instead, private companies and individuals acquire land use rights for periods of time, generally between 40 and 70 years depending upon the planned use. At the end of these use periods, the owners of any structures developed on the land will need to negotiate extended land use contracts. It is expected that such extensions will be available on reasonable commercial terms. However, because China has only recently experienced large amounts of private ownership and development of real estate, there is limited historical evidence to support this expectation. Similarly, economic changes in China seem to be occurring faster than social or legal changes. Accordingly, investments in Chinese real estate companies often must be made based on lesser quality of information, legal enforcement of property rights may be more difficult and Chinese real estate companies may be more subject to risks arising from changing governmental policies than in other markets.

        China has one of the highest personal savings rates in the world and its current economic expansion is being driven in part by strong growth in domestic consumption and investment, and to a lesser extent, net export growth. Investment has been robust due to strong government spending on infrastructure as well as a rapid growth in the real estate market. In recent years, the Chinese government has stepped up the tightening of credit availability and adopted various other policy measures to reign in inflation and to control residential house prices.

        The recent slowdown in the global economy and falling equity market prices may lead to negative wealth effects and decrease domestic consumption. Fixed asset investment growth across infrastructure and housing is likely to be tempered by rises in construction prices and policy tightening. Demand for Chinese exports could be expected to decline as a consequence of reduced economic activity in countries that purchase Chinese exports or if protectionist trade policies are adopted, particularly by the U.S., which in turn could negatively impact the Chinese economy. Any slowing of growth in the Chinese economy is likely to adversely affect the prices of Chinese real estate securities.

        The Beijing area experienced very large amounts of real estate development in advance of the 2008 Summer Olympics. Other areas that have experienced similar event driven development activities have sometimes experienced post event real estate value declines. There is a risk that the recent large amount of real estate development in the Beijing area may be followed by declines in the Beijing area real estate values and, if this occurs, the value of investments in securities of Chinese real estate companies which have invested in that area will decline.

Foreign Currency Risks

        Because New RAP invests in securities denominated or quoted in currencies other than the U.S. dollar, but reports its net asset value and pays most of its expenses and distributions in U.S. dollars, changes in foreign currency exchange rates will affect the U.S. dollar value of its investment securities and its net asset value. For example, even if the securities New RAP owns have unchanged prices on their primary foreign stock exchange, its net asset value may change because of a change in the rate of

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exchange between the U.S. dollar and the trading currency of that primary foreign stock exchange. Generally, if a foreign currency depreciates against the dollar (i.e., if the dollar strengthens), the value of an existing investment in the securities denominated in that currency will decline. When a given currency appreciates against the dollar (i.e., if the dollar weakens), the value of an existing investment in the securities denominated in that currency will rise. However, the appreciation of an Asia Pacific currency against the dollar may hurt that country's exports. Because of the export oriented nature of many Asia Pacific economies, such appreciation may slow down the local economy and depress local real estate values and the values of portfolio securities in that country, although this depressive effect may not be immediate.

        Currencies of some Asia Pacific countries may be more volatile than the currencies of other countries and therefore may affect the value of New RAP's investments denominated in such currencies. Certain Asia Pacific countries may have managed currencies which are maintained at artificial conversion ratios to the U.S. dollar rather than at levels determined by the market, which ratios may not be sustainable for long periods. Sudden and large fluctuations and adjustments in a foreign currency's value vis-à-vis the U.S. dollar can have a disruptive and negative effect on U.S. investors. Further, some Asia Pacific countries have restricted, or may in the future restrict, the ability of a securities issuer in which New RAP may invest to make distributions, interest or other payments to investors who are located in other countries due to blockage of foreign currency exchanges or otherwise. Some Asia Pacific governments may impose restrictions on converting local currency to other currencies, effectively preventing foreign investors from selling assets and repatriating funds. The risks associated with a particular foreign currency are greater where there is no significant foreign exchange market for that currency.

Foreign Tax Risks

        Some Asia Pacific governments may subject New RAP's investment transactions to withholding or other taxes. For example, most Asia Pacific countries impose withholding taxes on distributions paid to foreign owners of securities, and New RAP's earnings will be reduced by these taxes. In addition, New RAP may be subject to foreign taxes on gains with respect to investments in foreign securities.

Emerging Markets Risks

        New RAP may invest in issuers located or doing substantial business in emerging market countries. Because of less developed markets and economies and less stable governments and governmental institutions, the foreign securities risks of investing in securities of issuers domiciled or doing substantial business in emerging market countries are intensified. These risks include: social and political instability; high concentration of market capitalization and trading volume in a small number of issuers representing a limited number of industries, as well as a high concentration of investors and financial intermediaries; dependence on exports, especially primary commodities, making these economies vulnerable to changes in commodity prices; overburdened infrastructure and obsolete or unseasoned financial and legal systems; environmental problems; and custodial services and settlement practices which may not be reliable. Old RAP has not historically, and New RAP has no present intent to invest primarily in markets that are generally considered emerging markets. The Subadvisor currently intends to focus its emerging markets exposure solely on China and India because it believes that the risk/reward relationship for other countries is too weak.

Fund Distributions

        Old RAP and RAF distribute income, including capital gains, to common shareholders at least annually. New RAP will distribute income, including capital gains, to common shareholders at least annually. Each Fund's distributions are determined from time to time by such Fund's Board and depend upon the actual or anticipated performance of the Fund's investments, expenses and other

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factors. Additionally, the Internal Revenue Service has recently announced that closed end funds, such as the Funds, are allowed to satisfy their minimum distribution requirements as a registered investment company in 2009 through the partial payment of distributions in stock. There can be no assurance that New RAP will, after the Reorganizations, pay distributions equal to Old RAP's past distributions, that it will pay any specific amount of distribution in any specific form, that the New RAP's distribution rate will not be less than the current dividend rate of Old RAP or that any capital gains distributions will be paid.

Financial Markets Risks

        An investment in common shares of New RAP will represent an indirect investment in the equity securities New RAP owns, substantially all of which will be traded on a securities exchange or an over the counter market. The prices of the common stocks of real estate companies and other securities in which New RAP invests will fluctuate from day to day and may, in either the near term or over the long run, decline in value. The value of New RAP's investments and common shares of New RAP may move up or down, sometimes rapidly or unpredictably. The value of the securities New RAP owns and of common shares of New RAP may be affected by a decline in financial markets in general or in the particular Asia Pacific markets in which New RAP's investment securities are traded. An investment in common shares of New RAP at any point in time may be worth less than the amount invested. See "Economic Climate", above.

Common Stock Risks

        In most markets, common stock have historically generated higher average returns than fixed income securities, but common stock have also experienced significantly more volatility in those returns. Adverse events, such as unfavorable earnings reports, may depress the value of common stocks owned by New RAP. Also, the price of common stock is more sensitive to general movements in the stock market than other types of investments. A drop in the stock market may depress the price of the common stocks owned by New RAP.

Small Cap Risk

        New RAP may invest in the securities of Asia Pacific real estate companies which may be small companies. There may be less trading in a small company's stock, which means that buy and sell transactions in that stock could have a larger impact on the stock's price than is the case with larger company stocks. Furthermore, small company stocks may perform in different cycles than larger company stocks. Generally, shares of small companies can be more volatile than, and at times will perform differently from, large company stocks.

Non-Diversification Risks

        New RAP is a non-diversified investment company. Because New RAP is non-diversified, as defined in the 1940 Act, it may make a significant part of its investments in a limited number of securities. The value of any individual security may be more volatile than the market as a whole and can perform differently from the value of the market as a whole. To the extent New RAP invests a relatively high percentage of assets in the securities of a limited number of issuers, it may be more susceptible than a diversified investment company to any single economic, political or regulatory occurrence. Because New RAP's investment portfolio will be less diversified than that of many other investment companies, the value of an investment in common shares of New RAP over time may be more volatile than an investment in a diversified fund.

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Market Discount Risk

        Shares of closed end investment companies frequently trade at a discount to NAV. Historically, Old RAP common shares have traded at a discount to Old RAP's NAV. The trading price of New RAP common shares will be determined by a number of factors, including the performance of New RAP and its investments, market conditions, and the comparative number of New RAP common shares offered for purchase or sale at any given time. Similarly, the value of New RAP's assets will move up and down based on the market prices of its portfolio securities. Accordingly, New RAP's NAV will fluctuate and it is unknown whether the New RAP common shares will trade at, above or below New RAP's NAV. There can be no assurance regarding the trading price of the New RAP common shares to be issued in the Reorganizations.

Anti-Takeover Risks

        New RAP's declaration of trust and bylaws, as do the declarations of trust and bylaws of each of Old RAP and RAF, contain provisions which limit the ability of any person to acquire control of New RAP or to convert New RAP to an open end investment company. For example, New RAP's Board intends to strictly enforce the provisions in New RAP's declaration of trust that prohibit any person or group from owning more than 9.8%, in the aggregate, as well as by class, of New RAP's common shares. See "Certain Provisions of the Declaration of Trust". Furthermore, the greater size of New RAP after the Reorganizations could deter persons from attempting to acquire control of New RAP and implement changes that may be beneficial to New RAP common shareholders.

        The Advisor and Reit Management & Research LLC ("Reit Management"), an affiliate of the Advisor, recently entered into a settlement agreement with Bulldog Investors General Partnership and certain affiliated persons (those affiliated persons, together with Bulldog Investors General Partnership, the "Bulldog Group") and exchanged mutual releases with the Bulldog Group. This settlement resolved certain claims and disputes between them. In connection with this settlement, the Advisor, Reit Management and the Bulldog Group entered into a standstill agreement. This standstill agreement generally prohibits the Bulldog Group from acquiring shares of companies managed or advised by the Advisor or Reit Management when doing so would result in an ownership limitation in the governing documents of the applicable company being exceeded and contains various other restrictions and prohibitions on the actions of the Bulldog Group with respect to the companies managed or advised by the Advisor or Reit Management. This standstill agreement could further deter persons from attempting to acquire control of New RAP and implement changes that may be beneficial to New RAP common shareholders.

        Additionally, many provisions contained in New RAP's governing documents, including, as an example, provisions relating to shareholder voting rights and standards, what constitutes a quorum at a meeting of shareholders, required qualifications needed for an individual to serve as a Trustee, the election of Trustees and the voting standard required for such election, the ability of Trustees to remove, with or without cause, other Trustees, the procedures and requirements relating to a shareholder's ability to bring a derivative suit against New RAP, if demanded by any applicable party, arbitration of any claim brought by or on behalf of a shareholder of New RAP against New RAP, its Trustees, officers, investment adviser (including the Advisor or its successor), agents and employees, including derivative claims and class actions, the ability of shareholders to propose nominees for election as Trustees and propose other business before a meeting of shareholders of New RAP, the ability of the chairperson of a meeting of shareholders of New RAP to organize, control and adjourn meetings of shareholders, and the regulatory disclosure and compliance requirements required to be adhered to by shareholders, are different than those contained, if at all, in the governing documents of Old RAP and RAF and some of those differences may further deter persons from attempting to acquire control of New RAP and implement changes that may be beneficial to New RAP common shareholders. For example, New RAP's declaration of trust limits the matters that can be voted on by

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shareholders of New RAP and the threshold required for approval of matters by shareholders of New RAP varies depending on whether a certain number of New RAP's Trustees have approved a matter. With respect to matters brought before a meeting of shareholders other than the election of Trustees, except as where a different voting standard is required by the 1940 Act or any other applicable law, the listing requirements of the principal exchange on which the common shares of New RAP are listed or a specific provision of New RAP's declaration of trust, (a) if the matter is approved by at least 60% of the Trustees then in office, including 60% of the Independent Trustees (as defined in New RAP's declaration of trust) then in office, a majority of all the votes cast at the meeting shall be required to approve the matter and (b) if the matter is not approved by at least 60% of the Trustees then in office, including 60% of the Independent Trustees then in office, 75% of all shares entitled to vote at the meeting shall be required to approve the matter. The higher voting standard required for approval of matters not approved by at least 60% of the Trustees then in office, including 60% of the Independent Trustees then in office, may deter persons from attempting to implement changes that may be beneficial to New RAP shareholders. New RAP's bylaws also expressly authorize the chairperson of a shareholders' meeting, subject to review by the Independent Trustees of New RAP, to adjourn the meeting for any reason deemed necessary by the chairperson, including if (a) no quorum is present for the transaction of the business, (b) New RAP's Board or the chairperson of the meeting determines that adjournment is necessary or appropriate to enable the shareholders to consider fully information that New RAP's Board or the chairperson of the meeting determines has not been made sufficiently or timely available to shareholders or (c) New RAP's Board or the chairperson of the meeting determines that adjournment is otherwise in the best interests of New RAP.

        Additionally, provisions of New RAP's declaration of trust limit shareholders' ability to elect Trustees. Under New RAP's bylaws, so long as the number of Trustees shall be five or greater, at least two Trustees are required to be "Managing Trustees," meaning that such Trustees are required to be individuals who have been employees, officers or directors of New RAP's investment adviser or involved in the day-to-day activities of New RAP during the one year prior to their election as Trustee. Further, New RAP's bylaws provide that except as may be mandated by the 1940 Act or any other applicable law or the listing requirements of the principal exchange on which New RAP's common shares are listed, subject to the voting rights of any class or series of New RAP shares, (a) a majority of all the votes cast at a meeting of shareholders duly called and at which a quorum is present is required to elect a Trustee in an uncontested election of Trustees and (b) a majority of all the shares entitled to vote at a meeting of shareholders duly called and at which a quorum is present is required to elect a Trustee in a contested election (which is an election at which the number of nominees exceeds the number of Trustees to be elected). New RAP's declaration of trust also provides that Trustees may be removed (a) with or without "Cause" by the affirmative vote of the remaining Trustees or (b) with "Cause" by the action of at least 75% of the outstanding shares of the classes or series of shares of New RAP entitled to vote for the election of such Trustee. "Cause", under New RAP's declaration of trust, requires a showing of willful misconduct, dishonesty or fraud on the part of a Trustee.

        New RAP's bylaws also limit the ability of shareholders to propose nominations for Trustee or other proposals of business to be considered at annual meetings of shareholders. Pursuant to New RAP's bylaws, only a shareholder who (a) has continuously held the lesser of $2,000 in market value, or 1%, of the shares of New RMR entitled to vote at the meeting on such election or the proposal for other business, as the case may be, for at least one year from the date such shareholder gives the notice required by New RMR's bylaws, and continuously holds such shares through and including the time of the annual meeting (including any adjournment or postponement thereof), (b) is a shareholder of record at the time of giving notice of a nomination or proposal of other business through and including the time of the annual meeting (including any adjournment or postponement of such annual meeting), (c) is entitled to make nominations or propose other business and to vote at the meeting on such election, or the proposal for other business, as the case may be, and (d) complies with the notice procedures provided in New RAP's bylaws as to nominations of Trustees or other business, may make

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any nomination or propose other business to be considered by shareholders at the annual meeting of shareholders.

        Also, New RAP's declaration of trust provides for various regulatory and disclosure requirements effecting the Fund or any of its subsidiaries that shareholders of New RAP are required to comply with, including, among other things: (a) requiring that shareholders whose ownership interest in New RAP or actions affecting New RAP, triggers the application of any requirement or regulation of any federal, state, municipal or other governmental or regulatory body on New RAP or any subsidiary of New RAP or any of their respective businesses, assets or operations, promptly take all actions necessary and fully cooperate with the Fund to ensure that such requirements or regulations are satisfied without restricting, imposing additional obligations on or in any way limiting the business, assets, operations or prospects of New RAP or any subsidiary of New RAP; and (b) requiring that, if the shareholder fails or is otherwise unable to promptly take such actions so as to satisfy such requirements or regulations, then the shareholder shall promptly divest a sufficient number of shares of New RAP necessary to cause the application of such requirement or regulation to not apply to New RAP or any subsidiary of New RAP; and, if the shareholder fails to cause such satisfaction or divest itself of such sufficient number of shares of New RAP by not later than the 10th day after triggering such requirement or regulation, then any shares of New RAP beneficially owned by such shareholder at and in excess of the level triggering the application of such requirement or regulation shall, to the fullest extent permitted by law, be subject to the same provisions that apply to ownership of shares in excess of the 9.8% limitation referenced above.

        In addition to the above-mentioned provisions, other provisions of New RAP's declaration of trust or bylaws may also have the effect of deterring persons from attempting to acquire control of New RAP, causing a change in the management of New RAP or New RAP's Board or implementing changes that may be beneficial to New RAP common shareholders. A comparison of certain provisions of the governing documents of New RAP with those of Old RAP and RAF, together with a comparison of Delaware statutory trust law and Massachusetts business trust law, is included as Appendix 1 to the attached Joint Proxy Statement/Prospectus.

New RAP's Governing Instruments Provide the Board Authority to Effect Significant Transactions without Shareholder Approval

        The declaration of trust of New RAP, as do the declarations of trust of each of Old RAP and RAF, provides the Board with authority to effect significant transactions without shareholders' approval. For example, unless otherwise required by applicable law, the Board may generally amend the declaration of trust of New RAP or cause New RAP to merge or consolidate, sell all or substantially all of its assets, or liquidate or terminate if 75% of the Trustees approve the transaction. In addition, subject to certain exceptions, the declaration of trust of New RAP, as do the declarations of trust of each of Old RAP and RAF, provides the Board with authority to change New RAP's domicile without shareholder approval.

The Delaware Statutory Trust Act's Policy of Giving Maximum Effect to the Principle of Freedom of Contract and to the Enforceability of Governing Instruments

        Old RAP and RAF are Massachusetts business trusts, which are governed by their declarations of trust, as contemplated by applicable Massachusetts statutory law, and not by a general corporation law. Similarly, New RAP is also a trust which is governed by contract and the Delaware Statutory Trust Act and not by the Delaware General Corporation Law. The policy of the Delaware Statutory Trust Act is to give maximum effect to the principle of freedom of contract and to the enforceability of governing instruments. Delaware courts have strictly enforced contractual provisions contained in governing instruments pursuant to the Delaware Statutory Trust Act and other Delaware business entity laws. As a result of the Delaware Statutory Trust Act's policy and Delaware case law precedent, Delaware courts

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may strictly enforce the terms of New RAP's governing instruments even where equitable principles might arguably provide otherwise.

Overlapping Portfolio Managers

        The Funds share the same portfolio managers, who oversee the portfolio management of other funds managed by the Subadvisor. Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities for more than one fund. For example, a portfolio manager may identify a limited investment opportunity that may be appropriate for a Fund as well as for other funds he manages. A conflict of interest also might arise when a portfolio manager has a larger personal investment in one fund he manages than in another he manages. A portfolio manager may purchase a particular security for one or more funds while selling the security for one or more other funds and this could have a detrimental effect on the price or volume of the securities purchased or sold by a Fund. A portfolio manager might devote unequal time and attention to the funds he manages or his other business responsibilities. Additionally, a portfolio manager might have a conflict of interest with respect to the brokers selected to execute portfolio transactions for the funds he manages since the Subadvisor may select brokers that furnish the Subadvisor or its affiliates or personnel, directly or through third-party or correspondent relationships, with research or brokerage services which provide, in the Subadvisor's view, appropriate assistance to the Subadvisor in the investment decision-making or trade execution processes. See "Portfolio Transactions and Brokerage". Although the Subadvisor attempts to mitigate the risk of a material conflict of interest developing out of the personal and professional activities of the portfolio managers of the Funds, it may not be successful in this regard.

Comparison of Risks of Investing in New RAP versus RAF

        Investments in Old RAP, RAF and New RAP are generally subject to the same risks. Old RAP and New RAP may invest in a broader range of countries than RAF, which may expose Old RAP and New RAP to additional risks associated with investments in such countries.

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PROPOSAL 1 AND PROPOSAL 2: REORGANIZATIONS OF OLD RAP AND RAF WITH NEW RAP

        The Reorganizations seek to combine three similar Funds to achieve certain economies of scale and other operational efficiencies. The Funds are registered as non-diversified closed end management investment companies under the 1940 Act. The investment objectives of all of the Funds are substantially similar. Old RAP seeks, and New RAP will seek, capital appreciation. RAF seeks long-term capital appreciation. The Funds also have substantially similar investment policies and risks. In normal market conditions, at least 80% of each Fund's managed assets will be invested in common stock or other equity securities, including preferred shares or debt securities convertible into common stocks, issued by Asia Pacific real estate companies, in the case of Old RAP, or Asia real estate companies in the case of RAF. Each Fund may invest in corporations, trusts, limited liability companies, limited partnerships and entities formed as other legal structures. All such entities are referred to herein as companies. Each Fund defines a real estate company as a company that derives at least 50% of its revenue from the ownership, construction, financing, management or sale of real estate, or has at least 50% of its assets invested in real estate. A real estate company is considered to be an Asia Pacific real estate company, in the case of Old RAP, or an Asia real estate company, in the case of RAF, if it (i) has its principal office in, (ii) has a significant amount of assets in one or more, or (iii) conducts a significant amount of business in one or more Asia Pacific countries or Asia countries, respectively. Following the Reorganizations, New RAP will operate pursuant to the same investment objectives and policies of Old RAP. The Funds each also pay the same advisory fee rate to the Advisor and share the same Board, Advisor, Subadvisor and portfolio managers, except that Mr. Gerard M. Martin, a Trustee of Old RAP and RAF, will be replaced by Mr. Adam D. Portnoy on the Board of New RAP. Additionally, the Advisor pays the same subadvisory fee rate to the Subadvisor with respect to each Fund.

        Thus, the primary difference between the Funds is the geographic regions in which they may invest. RAF invests in Asia countries, which include China/Hong Kong, India, Indonesia, Japan, Malaysia, Philippines, Singapore, South Korea, Taiwan, Thailand and any other country in Asia. Old RAP invests, and New RAP will invest, in Asia Pacific countries, which include Australia, China/Hong Kong, India, Indonesia, Japan, Malaysia, New Zealand, Philippines, Singapore, South Korea, Taiwan, Thailand and any other country in southern and southeastern Asia.

        Each Fund's portfolio holdings by country, as of December 31, 2008, are set forth below:

        In the Reorganizations with each of Old RAP and RAF, New RAP will acquire all of the assets of each of Old RAP and RAF and assume all of the liabilities of each of Old RAP and RAF and New RAP will issue New RAP common shares to Old RAP and RAF, as applicable. Old RAP and RAF will distribute the New RAP common shares to common shareholders of Old RAP and RAF, as applicable, and Old RAP and RAF will each then terminate its registration under the 1940 Act and dissolve under applicable state law. The aggregate NAV of New RAP common shares received by each of Old RAP and RAF in their respective Reorganizations will equal the aggregate NAV of each of Old RAP's and RAF's respective common shares outstanding on the Valuation Date for the Reorganizations, after giving effect to the share of the costs of the Reorganizations borne by each of Old RAP and RAF, as applicable.

        New RAP is a newly organized entity with no operating history, formed specifically for the purpose of effectuating the Reorganizations with Old RAP and RAF. New RAP will acquire substantially all of

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its assets, and issue substantially all of its common shares, in the Reorganizations and will commence operations after consummation of the Reorganizations. While New RAP's investment objective and policies are identical to Old RAP's, New RAP is organized as a Delaware statutory trust and Old RAP is organized as a Massachusetts business trust. Additionally, though similarities exist between the governing documents of New RAP and Old RAP and RAF, many provisions contained in New RAP's governing documents are different than those contained, if at all, in the governing documents of Old RAP and RAF. See Appendix 1 to this Joint Proxy Statement/Prospectus, which is entitled "A Comparison of Governing Documents and State Law." If each Reorganization is consummated, the result will be a New RAP whose assets and liabilities consist of the combined assets and liabilities of Old RAP and RAF. Following the Reorganizations, Old RAP will be the surviving fund for accounting purposes and for purposes of presenting investment performance history. It is a condition to the consummation of RAF's Reorganization with New RAP that Old RAP's shareholders approve Old RAP's Reorganization with New RAP and that Old RAP's Reorganization with New RAP is consummated.

        Each of Old RAP's and RAF's Board, based upon its evaluation of all relevant information, anticipates that the Reorganization of Old RAP and RAF will offer Old RAP's and RAF's respective shareholders potential benefits. In particular, the Boards of Old RAP and RAF believe that certain administrative costs of the combined Fund should be less than the aggregate of those costs for the Funds if they remained on a standalone basis, that the reorganized New RAP resulting from the Reorganizations will have a larger asset base than any of the Funds has currently and that certain fixed administrative costs, such as costs of printing shareholders reports, legal expenses, audit fees, mailing costs and other expenses, will be reduced and spread across this larger asset base; although the magnitude of the benefit for holders of each Fund's common shares will be different, it is expected that each Fund should realize some benefit. Each of Old RAP's and RAF's Board believes that the expense ratios for the reorganized New RAP should prospectively be either lower than or substantially similar to the expense ratios each of Old RAP and RAF would have if Old RAP and RAF do not participate in the Reorganizations. See "Expenses of the Funds—The Funds' Expenses".

Proposal 1: Reorganization of Old RAP with New RAP

        In the Reorganization of Old RAP with New RAP, common shareholders of Old RAP will receive New RAP common shares in exchange for their Old RAP common shares. The aggregate NAV of the New RAP common shares received will be equal to the aggregate NAV of Old RAP common shares outstanding on the Valuation Date for the Reorganization, after giving effect to the share of the costs of the Reorganization borne by Old RAP. New RAP will similarly issue common shares to RAF if RAF's shareholders approve RAF's Reorganization with New RAP.

        Old RAP's Board believes that the expense ratios for the reorganized New RAP should prospectively be lower and that Old RAP's common shares may have greater liquidity after this Reorganization than the expense ratios and trading liquidity Old RAP and its common shares would have if Old RAP does not participate in the Reorganization. See "Expenses of the Funds—The Funds' Expenses."

        Each of Old RAP and RAF pays a management fee to the Advisor at an annual rate of 1.00% of the Fund's average daily managed assets. The Advisor has contractually agreed to waive a portion of its management fee equal to 0.25% of the average daily managed assets of each Fund until May 25, 2011, in the case of Old RAP, and until May 25, 2012, in the case of RAF. For each of Old RAP and RAF, the Advisor pays a subadvisory fee to the Subadvisor at an annual rate of 0.375% of the Fund's average daily managed assets. The Subadvisor has contractually agreed to waive a portion of its subadvisory fee so that the fee payable by the Advisor will be equal to 0.25% of the average daily managed assets of each Fund until May 25, 2011, in the case of Old RAP, and until May 25, 2012, in the case of RAF. Following the Reorganizations, the Advisor will provide investment advisory services to New RAP

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pursuant to the terms of an investment advisory agreement between New RAP and the Advisor, and the Subadvisor will provide investment subadvisory services to New RAP pursuant to an investment subadvisory agreement among New RAP, the Advisor and the Subadvisor. The terms of the investment advisory agreement between New RAP and the Advisor are substantively the same as the terms of the existing investment advisory agreement between Old RAP and the Advisor, except that the contractual advisory fee waiver will be extended to expire on the contractual fee waiver expiration date for RAF. The terms of the investment subadvisory agreement among New RAP, the Advisor and the Subadvisor are substantively the same as the terms of the existing investment subadvisory agreement among Old RAP, the Advisor and the Subadvisor, except that the contractual subadvisory fee waiver will be extended to expire on the contractual fee waiver expiration date for RAF. As a result, the advisory fees paid by shareholders who held common shares of Old RAP prior to the Reorganizations will be lower for the one year period beginning on May 25, 2011 and ending on May 25, 2012 than such advisory fees would be if the Reorganization of Old RAP with New RAP were not consummated. This reduction in fees will not decrease or modify the nature or level of the services that the Advisor or the Subadvisor will provide to New RAP relative to what they currently provide to Old RAP and RAF.

        As a result of the Reorganization of Old RAP with New RAP, common shareholders of Old RAP, which is currently organized as a Massachusetts business trust, will become common shareholders of New RAP, which is organized as a Delaware statutory trust, and cease to be common shareholders of Old RAP. Old RAP's Board believes that a fund organized as a Delaware statutory trust offers advantages over a fund organized as a Massachusetts business trust, including limiting by statute the personal liability of shareholders, the ability to simplify operations by reducing administrative burdens and a well established body of business entity law. See Appendix 1 to this Joint Proxy Statement/Prospectus, which is entitled "A Comparison of Governing Documents and State Law".

        New RAP's investment objective and policies are identical to Old RAP's. However, though similarities exist between the governing documents of New RAP and Old RAP, many provisions contained in New RAP's governing documents are different than those contained, if at all, in the governing documents of Old RAP. These differences include, for example, provisions relating to shareholder voting rights and standards, what constitutes a quorum at a meeting of shareholders, required qualifications needed for an individual to serve as a Trustee, the election of Trustees and the voting standard required for such election, the ability of Trustees to remove, with or without cause, other Trustees, the procedures and requirements relating to a shareholder's ability to bring a derivative suit against New RAP, if demanded by any applicable party, arbitration of any claim brought by or on behalf of a shareholder of New RAP against New RAP, its Trustees, officers, investment adviser (including the Advisor or its successor), agents and employees, including derivative claims and class actions, the ability of shareholders to propose nominees for election as Trustees and propose other business before a meeting of shareholders of New RAP, the ability of the chairperson of a meeting of shareholders of New RAP to organize, control and adjourn meetings of shareholders, and the regulatory disclosure and compliance requirements required to be adhered to by shareholders. See Appendix 1 to this Joint Proxy Statement/Prospectus, which is entitled "A Comparison of Governing Documents and State Law."

        The Reorganization of Old RAP with New RAP is intended to qualify as a "reorganization" within the meaning of Section 368(a) of the Code so that no gain or loss for United States federal income tax purposes will be recognized by Old RAP or its common shareholders as a result of the Reorganization.

        In order for the Reorganization of Old RAP with New RAP to take place, Old RAP's common shareholders must approve the proposed Agreement and Plan of Reorganization and related Reorganization between Old RAP and New RAP. Approval of Old RAP's Agreement and Plan of Reorganization and related Reorganization requires the affirmative vote of a majority of the common shares of Old RAP that vote at the Meeting of Old RAP's shareholders.

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        The Board of Old RAP recommends that you vote FOR the proposed Agreement and Plan of Reorganization and related Reorganization.

Proposal 2: Reorganization of RAF with New RAP

        In the Reorganization of RAF with New RAP, common shareholders of RAF will receive New RAP common shares in exchange for their RAF common shares. The aggregate NAV of the New RAP common shares received will be equal to the aggregate NAV of RAF common shares outstanding on the Valuation Date for the Reorganization, after giving effect to the share of the costs of the Reorganization borne by RAF. New RAP will similarly issue common shares to Old RAP if Old RAP's shareholders approve Old RAP's Reorganization with New RAP. It is a condition to the consummation of RAF's Reorganization with New RAP that Old RAP's shareholders approve Old RAP's Reorganization with New RAP and that Old RAP's Reorganization with New RAP be consummated.

        RAF's Board believes that, prospectively, the expense ratios for the reorganized New RAP should be substantially similar after the Reorganizations to the expense ratios for RAF if the Reorganizations did not occur. See "Expenses of the Funds—The Funds' Expenses." Though RAF's Board does not believe that RAF's participation in the Reorganizations will have a substantial effect on its expense ratios, RAF's Board believes that the Reorganizations are in the best interests of RAF's shareholders because of other potential offsetting benefits of the Reorganizations for RAF's shareholders. These potential benefits generally stem from the substantially larger asset base New RAP will have after the Reorganizations relative to RAF's current asset base and include, for example, the potential for economies of scale and enhanced market liquidity for New RAP common shares discussed elsewhere in this Joint Proxy Statement/Prospectus. See "Summary—Background and Reasons for the Proposed Reorganizations" and "Board Considerations".

        While each of the Funds has a focus on capital appreciation, as a result of the Reorganization of RAF with New RAP, RAF shareholders may lose the benefit from investments focused solely on Asia real estate companies, or the impact of such investments may be diluted since New RAP will focus its investments in the broader category of Asia Pacific real estate companies, which also includes companies in countries such as Australia and New Zealand. See "Comparison of Funds: Investment Objectives and Policies." However, RAF's Board believes that there are offsetting benefits that may result from the Reorganization, including the potential for economies of scale, greater diversification and enhanced market liquidity for RAF common shares, as further discussed elsewhere in this Joint Proxy Statement/Prospectus.

        RAF pays a management fee to the Advisor at an annual rate of 1.00% of RAF's average daily managed assets. The Advisor pays a subadvisory fee to the Subadvisor at an annual rate of 0.375% of the Fund's average daily managed assets. The Advisor has contractually agreed to waive a portion of its management fee equal to 0.25% of the average daily managed assets of the Fund and the Subadvisor has agreed to waive a portion of its subadvisory fee such that the fee payable will be equal to 0.25% of the Fund's average daily managed assets. RAF's contractual fee waivers expire on May 25, 2012. New RAP has the same contractual management fee and subadvisory fee and the same contractual fee waivers, which will expire on the same date as the expiration date of RAF's contractual fee waivers.

        As a result of the Reorganization of RAF with New RAP, common shareholders of RAF, which is currently organized as a Massachusetts business trust, will become common shareholders of New RAP, which is organized as a Delaware statutory trust, and cease to be common shareholders of RAF. RAF's Board believes that a fund organized as a Delaware statutory trust offers advantages over a fund organized as a Massachusetts business trust, including limiting by statute the personal liability of shareholders, the ability to simplify operations by reducing administrative burdens and a well established body of business entity law. Additionally, though similarities exist between the governing documents of New RAP and RAF, many provisions contained in New RAP's governing documents are

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different than those contained, if at all, in the governing documents of RAF. These differences include, for example, provisions relating to shareholder voting rights and standards, what constitutes a quorum at a meeting of shareholders, required qualifications needed for an individual to serve as a Trustee, the election of Trustees and the voting standard required for such election, the ability of Trustees to remove, with or without cause, other Trustees, the procedures and requirements relating to a shareholder's ability to bring a derivative suit against New RAP, if demanded by any applicable party, arbitration of any claim brought by or on behalf of a shareholder of New RAP against New RAP, its Trustees, officers, investment adviser (including the Advisor or its successor), agents and employees, including derivative claims and class actions, the ability of shareholders to propose nominees for election as Trustees and propose other business before a meeting of shareholders of New RAP, the ability of the chairperson of a meeting of shareholders of New RAP to organize, control and adjourn meetings of shareholders, and the regulatory disclosure and compliance requirements required to be adhered to by shareholders. See Appendix 1 to this Joint Proxy Statement/Prospectus, which is entitled "A Comparison of Governing Documents and State Law."

        The Reorganization of RAF with New RAP is intended to qualify as a "reorganization" within the meaning of Section 368(a) of the Code. If RAF's Reorganization so qualifies, in general, no gain or loss for United States federal income tax purposes will be recognized by RAF or its common shareholders as a result of the Reorganization.

        In order for the Reorganization of RAF with New RAP to take place, the common shareholders of RAF must approve the proposed Agreement and Plan of Reorganization and related Reorganization between RAF and New RAP. Shareholder approval of RAF's proposed Agreement and Plan of Reorganization and related Reorganization requires the affirmative vote of a "majority of the outstanding" (as defined in 1940 Act) common shares of RAF. "Majority of the outstanding" common shares of RAF, as defined pursuant to the 1940 Act, means the lesser of (1) 67% or more of RAF's common shares present at a meeting of RAF's shareholders, if the holders of more than 50% of RAF's outstanding common shares are present or represented by proxy, or (2) more than 50% of RAF's outstanding common shares.

        The Board of RAF recommends that you vote FOR RAF's proposed Agreement and Plan of Reorganization and related Reorganization.

Comparison of the Funds: Investment Objectives and Policies

        New RAP is a newly organized entity with no operating history, formed specifically for the purpose of effectuating the Reorganizations. New RAP will acquire substantially all of its assets, and issue substantially all of its common shares, in the Reorganizations and will commence operations after consummation of the Reorganizations. Consequently, so as to provide a more comprehensive comparison of RAF and New RAP, the table below, unless otherwise indicated, treats Old RAP and New RAP together since their investment objectives and policies are identical.

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Old RAP's top 10 investments by market value as of February 28, 2009 were:

RAF's top 10 investments by market value as of February 28, 2009 were:

        The Funds are also subject to other fundamental and non-fundamental investment restrictions. The Funds generally operate pursuant to the same fundamental and non-fundamental investment restrictions with the exception of certain restrictions primarily related to each Fund's individual investment objective, strategy and focus. The following table summarizes these differences. For more information, see "Investment Restrictions" in the SAI.

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Capitalization

        The following table sets forth the capitalization of each Fund as of December 31, 2008, and the pro forma combined capitalization of New RAP as if the proposed Reorganizations were consummated on that date. The historical column for New RAP assumes that New RAP had obtained its seed capital as of December 31, 2008. This table should not be relied upon to determine the amount of New RAP shares that will actually be received and distributed.

(Unaudited)

Additional Information About Common Shares of the Funds

General

        The outstanding common shares of each Fund are fully paid and nonassessable by the Fund. The common shares of each Fund have no preemptive, conversion, exchange or redemption rights. Each common share has one vote, with fractional shares voting proportionately. Common shares are freely transferable.

Outstanding Securities

        Set forth below is information about each Fund's common shares as of December 31, 2008.

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Purchase and Sale

        Purchase and sale procedures for the common shares of Old RAP and RAF are identical. Investors typically purchase and sell common shares of Old RAP and RAF through a registered broker dealer on NYSE Amex, or may purchase or sell common shares through privately negotiated transactions with existing shareholders. The post-Reorganization purchase and sale procedures for the common shares of New RAP will be identical to those of Old RAP and RAF.

Common Share Price Data

        The following table sets forth the high and low sales prices for common shares of each Fund on NYSE Amex for each full quarterly period within the two most recent fiscal years and each full quarter since the beginning of the current fiscal year, along with the NAV and discount or premium to NAV for each quotation.

Old RAP

RAF*

*

RAF commenced operations on May 25, 2007.

        As of March 26, 2009, (i) the NAV per common share of Old RAP was $8.56 and the market price per share was $6.10, representing a discount to NAV of 28.74% and (ii) the NAV per common share of RAF was $8.47 and the market price per share was $5.96, representing a discount to NAV of 29.63%.

        The NAV per share and market price per share of the common shares of each Fund may fluctuate prior to the closing date of each Reorganization. Depending on market conditions, New RAP common shares may trade at a larger or smaller discount or premium to NAV than that at which Old RAP common shares have historically traded. The common shares of New RAP may have a discount or premium to NAV that is greater or less than the discount or premium to NAV of the common shares of RAF on the Valuation Date of its Reorganization.

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Share Repurchases

        Common shares of the Funds have historically generally traded at a discount to NAV. The Boards of the Funds may consider action that might be taken to seek to reduce or eliminate any material discount from NAV that may occur in respect of common shares, which may include the repurchase of common shares in the open market or in private transactions, the making of a tender offer for such shares or conversion of the Fund to an open end investment company. There can be no assurance, however, that any Fund will decide to take any of these actions or that share repurchases or tender offers, if undertaken, will reduce any market discount. Common shareholders do not have the right to cause the Funds to redeem their common shares. Instead, liquidity is provided through trading in the open market. The Funds may repurchase common shares on the open market in accordance with the 1940 Act and the rules and regulations thereunder and subject to the terms of the Funds' bylaws, but are under no obligation to do so.

Dividends and Distributions

        Old RAP and RAF distribute income, including capital gains, to common shareholders at least annually. New RAP will distribute income, including capital gains, to common shareholders at least annually. Each Fund's distributions are determined from time to time by such Fund's Board and depend upon the actual or anticipated performance of the Fund's investments, expenses and other factors. Additionally, the Internal Revenue Service has recently announced that closed end funds, such as the Funds, are allowed to satisfy their minimum distribution requirements as a registered investment company in 2009 through the partial payment of distributions in stock. There can be no assurance that New RAP will, after the Reorganizations, pay distributions equal to Old RAP's past distributions, that it will pay any specific amount of distribution in any specific form, that New RAP's distribution rate will not be less than the current dividend rate of Old RAP or that any capital gains distributions will be paid.

Dividend Reinvestment Plan

        Each Fund has adopted a dividend reinvestment plan ("DRIP"). Holders of common shares have all cash distributions invested in common shares of their applicable Fund automatically unless they elect to receive cash, which is sometimes referred to as an "opt out plan". As part of the DRIP, holders of common shares will also have the opportunity to purchase additional common shares by submitting a cash payment for the purchase of such shares (the "Cash Purchase Option"). A shareholder's cash payment, if any, for the additional shares may not exceed $10,000 per quarter and must be for a minimum of $100 per quarter. Wells Fargo Bank, N.A., as agent for the common shareholders, or, the Plan Agent, will receive a shareholder's distributions and additional cash payments under the Cash Purchase Option and either purchase common shares for a shareholder's account in the open market or directly from the respective Fund. If a shareholder elects not to participate in the DRIP, the shareholder will receive all cash distributions in cash paid by check mailed to such shareholder (or, generally, if a shareholder's shares are held in street name, to the shareholder's broker) by Wells Fargo Bank, N.A. as the Funds' paying agent. A shareholder may elect not to participate in the DRIP by contacting Wells Fargo Bank, N.A., at the address or phone number set forth below.

        If a holder of common shares decides to participate in the DRIP, the number of common shares the shareholder will receive will be determined as follows:

        (1)   If, on the payment date of the distribution, the market price per common share plus estimated per share brokerage commissions applicable to an open market purchase of common shares is below the NAV per common share on that payment date, the agent for the DRIP (the "Plan Agent") will receive the distribution in cash and, together with the shareholder's additional cash payments, if any, will purchase common shares in the open market, on NYSE Amex or

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elsewhere, for the shareholder's account prior to the next ex-dividend date. It is possible that the market price for a Fund's common shares may increase before the Plan Agent has completed its purchases. Therefore, the average purchase price per share paid by the Plan Agent may exceed the market price at the time of valuation, resulting in the purchase of fewer shares than if the distribution had been paid to the shareholder in common shares newly issued by the Fund. In the event it appears that the Plan Agent will not be able to complete the open market purchases prior to the next ex-dividend date, a Fund will determine whether to issue the remaining shares at the greater of (i) NAV per common share at the time of purchase or (ii) 100% of the per common share market price at the time of purchase. Interest will not be paid on any uninvested amounts.

        (2)   If, on the payment date of the distribution, the market price per common share of a Fund plus estimated per share brokerage commissions applicable to an open market purchase of common shares is at or above the NAV per common share on that payment date, the Fund will issue new shares for shareholder's account, at a price equal to the greater of (i) NAV per common share on that payment date or (ii) 95% of the per common share market price on that payment date.

        The Plan Agent maintains all shareholder accounts in the DRIP (including all shares purchased under the Cash Purchase Option) and provides written confirmation of all transactions in the accounts, including information shareholders may need for tax records. Common shares in a shareholder's account will be held by the Plan Agent in non-certificated form. Any proxy a shareholder receives will include all common shares the shareholder has received or purchased under the Plan.

        Shareholders may withdraw from the DRIP at any time by giving written notice to the Plan Agent. If a shareholder withdraws or the DRIP is terminated, the Plan Agent will transfer the shares in such shareholder's account to the shareholder (which may include a cash payment for any fraction of a share in a shareholder's account). Upon request, the Plan Agent will sell a shareholder's shares in the DRIP and send the shareholder the proceeds, minus brokerage commissions to be paid by the shareholder.

        The Plan Agent is not authorized to make any purchases of shares for a shareholder's account if doing so will result in the shareholder owning shares in excess of 9.8% of the total shares outstanding in the Fund. Dividends or Cash Purchase Option payments which may result in such prohibited transactions will be paid to the shareholder in cash.

        Participation in the DRIP or the Cash Purchase Option will not relieve the shareholder of any federal, state or local income tax that may be payable (or required to be withheld) as a result of distributions the shareholder receives which are credited to the shareholder's account under a DRIP rather than paid in cash. Automatic reinvestment of distributions in a Fund's common shares will not relieve a shareholder of tax obligations arising from a shareholder's receipt of that Fund's distributions even though the shareholder does not receive any cash (i.e., capital gains and income may be realized).

        The Plan Agent's administrative fees will be paid by the relevant Fund. There will be no brokerage commission charged with respect to common shares issued directly by the Funds. Each participant will pay a pro rata share of brokerage commissions incurred by the Plan Agent when it makes open market purchases of Fund shares pursuant to the DRIP including the Cash Purchase Option. Each Fund may amend or terminate its DRIP or the Cash Purchase Option if the Fund's Board determines the change is warranted. However, no additional charges will be imposed upon participants by amendment to the DRIP except after prior notice to DRIP participants. Requests for additional information about and all correspondence relating to the DRIP should be directed to Wells Fargo Bank, N.A. (the "Administrator"), at Shareowner Services, P.O. Box 64854, St. Paul, Minnesota 55164-0854, or by telephone at 1-866-877-6331 and by overnight mail to Wells Fargo Bank, N.A., 161 Concord Exchange, South St. Paul, MN 55075. Shareholders who hold shares of a Fund in "street name", that is, through a broker, financial advisor or other intermediary should not contact the Administrator with DRIP correspondence, or opt out Cash Purchase Option or other requests. If a shareholder owns shares in

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street name, the shareholder must instead contact the shareholder's broker, financial advisor or intermediary. If a shareholder owns shares in street name, the shareholder may not be able to transfer the shares to another broker and continue to participate in the DRIP.

Preferred Shares

        Each Fund's declaration of trust authorizes the issuance of an unlimited number of preferred shares, in one or more series, with rights as determined by such Fund's Board. Such shares may be issued by action of the Board without approval by common shareholders. The Fund would bear the costs associated with any issuance of preferred shares. Holders of Fund common shares have no preemptive right to purchase any preferred shares that might be issued. Any such preferred share offering would be subject to the limits imposed by the 1940 Act, which currently limits the aggregate liquidation preference of all outstanding preferred shares to 50% of the value of the Fund's total assets less liabilities and indebtedness of the Fund. Any preferred shares issued by a Fund would have special voting rights and a liquidation preference over the common shares. Issuance of preferred shares would constitute financial leverage and would entail special risks to the common shareholders. The Funds have no present intent to issue preferred shares and none have been issued as of the date of this Joint Proxy Statement/Prospectus.

Borrowings

        Each Fund's declaration of trust authorizes the applicable Fund, without prior approval of Fund shareholders, to borrow money. Each Fund may issue notes or other evidence of indebtedness (including bank borrowings or commercial paper) and may secure any such borrowings by mortgaging, pledging or otherwise subjecting all or substantially all such Fund's assets as security. Each Fund's declaration of trust authorizes the Fund's Board to pledge all or substantially all the Fund's assets to secure the Fund's borrowings without shareholder approval. In connection with such borrowing, a Fund may be required to maintain minimum average balances with the lender or to pay a commitment or other fees to maintain a line of credit. Any such requirements will increase the cost of borrowing over the stated interest rate.

        Borrowings by the Funds are subject to certain limitations under the 1940 Act, including the amount of asset coverage required. In addition, agreements the Funds enter into related to borrowings may also impose certain requirements, which may be more stringent than those imposed by the 1940 Act.

        A lender's rights to receive interest on, and repayment of, principal of borrowings will be senior to your rights as a common shareholder. The terms of the Fund's borrowings may contain provisions which limit the Fund's activities, including the payment of distributions to common shareholders, in some circumstances.

        The 1940 Act grants (in certain circumstances) a Fund's lenders voting rights in the event of default in the payment of interest on, or repayment of, principal. In the event that such provisions would impair a Fund's status as a regulated investment company under the Code, each Fund, subject to its ability to liquidate assets, intends to repay its borrowings.

        The Funds have no present intent to borrow money for leveraging purposes.

Certain Provisions of the Declarations of Trust and Bylaws

        Massachusetts business trust law does not specifically provide that the shareholders of Old RAP or RAF are not subject to any personal liability for any claims against, or liabilities of, such Funds solely by reason of being or having been a shareholder of Old RAP or RAF. Under the Delaware Statutory Trust Act, shareholders of New RAP will be entitled to the same limitation of personal liability as is

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extended to shareholders of a private corporation organized for profit under the General Corporation Law of the State of Delaware.

        There is a remote possibility, however, that New RAP's shareholders could, under certain circumstances, be held liable for New RAP's obligations to the extent the courts of another state refused to recognize such limited liability in a controversy involving New RAP's obligations. Each Fund's declaration of trust disclaims shareholder liability for acts or obligations of the Fund and requires that notice of such disclaimer be given in each agreement, obligation or instrument that a Fund or its Trustees enter. Each Fund's declaration of trust provides for indemnification out of the Fund's property of any shareholder held liable on account of being or having been a shareholder of the Fund. Thus, a Fund shareholder's risk of incurring financial loss due to shareholder liability is limited to circumstances in which a court refuses to recognize Massachusetts contract law and trust law, in the case of Old RAP and RAF, or Delaware statutory trust law, in the case of New RAP, concerning limited liability of shareholders of a Massachusetts business trust or Delaware statutory trust, as applicable, the complaining party is held not to be bound by a Fund's disclaimer, and the Fund is unable to meet its indemnification obligations.

        Each Fund's declaration of trust or bylaws contains provisions that could limit the ability of other entities or persons to acquire control of the Fund or to convert the Fund to an open end fund, including, but not limited to, the following:

•

Each Fund's Board is divided into three classes, each having a term of three years except that New RAP's Board's classes will have initial terms of one, two and three years, respectively. At each annual meeting of shareholders, the terms of only one class of Trustees expires and new Trustees are elected for terms of three years. This provision of each Fund's declaration of trust could delay for up to two years the replacement of a majority of a Fund's Board.



•

The number of Trustees on each Fund's Board is currently five. However, a Fund's Board may increase the number of Trustees. Vacancies on a Fund's Board, including vacancies caused by an expansion in a Fund's Board, may be filled by a majority action of the Fund's Trustees then in office. These provisions of each declaration of trust may prevent a change in the majority of a Fund's Board for longer than two years. Furthermore, under New RAP's bylaws, so long as the number of Trustees shall be five or greater, at least two Trustees are required to be "Managing Trustees", meaning that such Trustees are required to be individuals who have been employees, officers or directors of New RAP's investment adviser or involved in the day-to-day activities of New RAP during the one year prior to their election.



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A Trustee of Old RAP or RAF may only be removed from office for cause and by a vote of 75% of the Fund's shares entitled to vote for election of such Trustee. A Trustee of New RAP may only be removed from office (a) with or without "Cause" by the affirmative vote of the remaining Trustees or (b) with "Cause" by the action of at least 75% of the outstanding shares of the classes or series of shares of New RAP entitled to vote for the election of such Trustee. "Cause", under New RAP's declaration of trust, requires a showing of willful misconduct, dishonesty or fraud on the part of a Trustee.



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New RAP's bylaws provide that except as may be mandated by the 1940 Act or any other applicable law or the listing requirements of the principal exchange on which New RAP's common shares are listed, subject to the voting rights of any class or series of New RAP shares, (a) a majority of all the votes cast at a meeting of shareholders duly called and at which a quorum is present is required to elect a Trustee in an uncontested election of Trustees and (b) a majority of all the shares entitled to vote at a meeting of shareholders duly called and at which a quorum is present is required to elect a Trustee in a contested election (which is an election at which the number of nominees exceeds the number of Trustees to be elected).

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Each Fund's declaration of trust contains provisions which restrict any one person or group of persons from owning more than 9.8% of our shares.



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New RAP's declaration of trust provides for various regulatory and disclosure requirements affecting New RAP or any of its subsidiaries that shareholders of New RAP are required to comply with, including, among other things: (a) requiring that shareholders whose ownership interest in New RAP or actions affecting New RAP, triggers the application of any requirement or regulation of any federal, state, municipal or other governmental or regulatory body on New RAP or any subsidiary of New RAP or any of their respective businesses, assets or operations, promptly take all actions necessary and fully cooperate with New RAP to ensure that such requirements or regulations are satisfied without restricting, imposing additional obligations on or in any way limiting the business, assets, operations or prospects of New RAP or any subsidiary of New RAP; and (b) requiring that, if the shareholder fails or is otherwise unable to promptly take such actions so as to satisfy such requirements or regulations, then the shareholder shall promptly divest a sufficient number of shares of New RAP necessary to cause the application of such requirement or regulation to not apply to New RAP or any subsidiary of New RAP; and, if the shareholder fails to cause such satisfaction or divest itself of such sufficient number of shares of the Fund by not later than the 10th day after triggering such requirement or regulation, then any shares of New RAP beneficially owned by such shareholder at and in excess of the level triggering the application of such requirement or regulation shall, to the fullest extent permitted by law, be subject to the same provisions that apply to ownership of shares in excess of the 9.8% limitation referenced above.



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The affirmative vote of 75% of a Fund's Board and of 75% of each class of a Fund's shareholders entitled to vote on the matter is required to convert the Fund from a closed end to an open end investment company, which is a higher voting standard than required by the 1940 Act.



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Except as otherwise described in this Joint Proxy Statement/Prospectus, the following actions require the affirmative vote or consent of a majority of the Trustees of a Fund then in office and, except where a different voting standard is required by the 1940 Act or any other applicable law, the affirmative vote of a majority of all the votes cast at a meeting of shareholders duly called and at which a quorum is present:



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the merger or consolidation or share exchange of the Fund or any series or class of the Fund's shares with or into any other person or entity or of any such person or entity with or into the Fund or any series or class of the Fund's shares;



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the sale, lease or transfer of all or substantially all of the Fund's assets; or



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the liquidation or termination of the Fund.



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With respect to matters brought before a meeting of New RAP's shareholders, other than the election of Trustees, except as where a different voting standard is required by the 1940 Act or any other applicable law, by the listing requirements of the principal exchange on which the common shares of New RAP are listed or by a specific provision of New RAP's declaration of trust, (a) if the matter is approved by at least 60% of the Trustees then in office, including 60% of the Independent Trustees (as defined in New RAP's declaration of trust) then in office, a majority of all the votes cast at the meeting shall be required to approve the matter and (b) if the matter is not approved by at least 60% of the Trustees then in office, including 60% of the Independent Trustees then in office, 75% of all shares entitled to vote at the meeting shall be required to approve the matter.

If any of the foregoing actions are approved by 75% of the Fund's Board then in office, then the shareholder vote required to accomplish these actions shall be eliminated unless such a

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vote is required by applicable law, and, if applicable law requires shareholder approval, the vote required will be the higher of (i) a majority of shares voted or (ii) the least amount permitted by applicable law.

Notwithstanding the above, only a majority vote of a Fund's Board then in office is required to encumber, pledge or secure any or all our assets in connection with the Fund's use of leverage.

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The provisions of each Fund's declaration of trust, including those described above, may only be amended by the affirmative vote of a majority of a Fund's Board then in office and 75% of a Fund's shares entitled to vote on the matter; provided, however, that only a majority vote of a Fund's Board is required to change the Fund's domicile of existence without changing the substance of the Fund's declaration of trust; and, provided, further, that if the amendment is approved by 75% of a Fund's Board then in office no shareholder approval will be required unless such a vote is required by applicable law, and, if applicable law requires shareholder approval, the vote required will be the lesser of (i) a majority of shares voted or (ii) the least amount legally required.



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Each of Old RAP's and RAF's declaration of trust, and New RAP's bylaws, contain provisions which generally prevent shareholder nominations of Trustees from being considered at shareholder annual meetings unless specified or requested information is provided and the Fund receives notice of these matters at least 90 and not more than 120 days, with respect to Old RAP and RAF, and at least 120 days and not more than 150 days, with respect to New RAP, prior to the first anniversary of the date of mailing of the notice for the preceding year's annual meeting. Shareholder nominations must also be made in compliance with other requirements set forth in each Fund's declaration of trust and bylaws. Under New RAP's bylaws, only a shareholder who, among other things, has continuously held the lesser of $2,000 in market value, or 1%, of New RAP's shares entitled to vote at the meeting for at least one year from the date of giving the notice required by New RAP's bylaws and through the time of the meeting, has been a shareholder of record during the one year immediately preceding the submission of a notice and who continues to be a shareholder at the time of the submission of a notice through the time of the meeting, may make nominations or propose other business to be considered by shareholders at an annual meeting. Except as may be required by applicable law, shareholder nominations that meet the requirements of a Fund's declaration of trust and bylaws will not be included in the Fund's proxy for an annual meeting unless those nominations are also supported by the Fund's Board, but they may be considered at the annual meeting whether or not they are supported by the Fund's Board.



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Each Fund's declaration of trust and bylaws permit shareholder meetings to be called only by a Fund's Board, subject to the provisions of applicable law.

        The votes required to approve transactions constituting a plan of reorganization are higher than those required by the 1940 Act, subject to exception.

        New RAP's bylaws also expressly authorize the chairperson of a shareholders' meeting, subject to review by the Independent Trustees of New RAP, to adjourn the meeting for any reason deemed necessary by the chairperson, including if (a) no quorum is present for the transaction of the business, (b) New RAP's Board or the chairperson of the meeting determines that adjournment is necessary or appropriate to enable the shareholders to consider fully information that New RAP's Board or the chairperson of the meeting determines has not been made sufficiently or timely available to shareholders or (c) New RAP's Board or the chairperson of the meeting determines that adjournment is otherwise in the best interests of New RAP.

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        Similar to the declarations of trust of Old RAP and RAF, New RAP's declaration of trust provides that shareholders will be liable to and indemnify New RAP from and against, all costs and expenses, including reasonable attorneys' and other professional fees, arising from a shareholder's breach of or failure to fully comply with any covenant, condition or provision of New RAP's declaration of trust or bylaws or any action against New RAP in which the shareholder is not the prevailing party. Under New RAP's declaration of trust, any amounts owed by a shareholder pursuant to the previous sentence accrue interest from the date the costs are incurred until the date of payment at a rate equal to the lesser of New RAP's highest marginal borrowing rate, and the maximum amount permitted by law.

        New RAP's declaration of trust also contains provisions that limit the ability of shareholders to bring derivative claims on behalf of New RAP or a class or series of shares or shareholders of New RAP. Among the other procedures and requirements set forth in New RAP's declaration of trust, to bring a derivative claim, a shareholder must first make demand on the Trustees requesting the Trustees to bring or maintain the derivative claim and such demand shall have the support of shareholders owning a majority of the outstanding class or series of shares of New RAP affected by the proposed action, proceeding or suit. If the Independent Trustees (as defined in New RAP's bylaws) determine not to bring or maintain a derivative claim, then such decision may only be overridden by the vote of 75% of the outstanding class or series of shares of New RAP affected by the proposed action, proceeding or suit.

        New RAP's declaration of trust also contains provisions that require that any disputes, claims or controversies, brought by or on behalf of a shareholder of New RAP (whether a shareholder of record or beneficial owner, or a former shareholder of record or beneficial owner), either on the shareholder's own behalf, on behalf of New RAP or on behalf of any series or class of shares or shareholders of New RAP against New RAP, its Trustees, officers, investment adviser (including the Advisor or its successor) or other agents or employees, including disputes, claims or controversies relating to the meaning, interpretation, effect validity, performance or enforcement of New RAP's declaration of trust or bylaws, shall on the demand of any party to such dispute, claim or controversy be resolved through arbitration. The requirement to arbitrate includes a requirement to arbitrate derivative actions against Trustees, officers or investment adviser of the Fund and class actions by shareholders of New RAP against those individuals or entities and the Fund.

        The provisions of each Fund's declaration of trust described above could have the effect of depriving common shareholders of opportunities to sell their shares at a premium over the then current market price of the common shares. These provisions may prevent a third party from obtaining control of a Fund in a tender offer or similar transaction. The overall effect of these provisions is to render more difficult the accomplishment of a merger or the assumption of control by a third party. These provisions provide, however, the advantage of potentially requiring persons seeking control of a Fund to negotiate with the Fund's management and Board regarding the price to be paid and facilitating the continuity of the Fund's investment objectives and policies. There are other provisions of each Fund's declaration of trust and bylaws which may prevent a change of control or which you may believe are not in your best interests as a shareholder. You should read the applicable Fund's declaration of trust and bylaws on file with the SEC for the full text of these provisions. The declaration of trust and bylaws of New RAP are attached as Appendix D and Appendix E, respectively, to the SAI.

        In addition to the above-mentioned provisions, other provisions of New RAP's declaration of trust or bylaws may also have the effect of deterring persons from attempting to acquire control of New RAP, causing a change in the management of New RAP or New RAP's Board or implementing changes that may be beneficial to New RAP common shareholders. A comparison of certain provisions of the governing documents of New RAP with those of Old RAP and RAF, together with a comparison of Delaware statutory trust law and the Massachusetts business trust law, is included as Appendix 1 to this Joint Proxy Statement/Prospectus. Since New RAP has no historical operations, no historical financial information is presented for New RAP. See also the Declaration of Trust of New RAP and the Bylaws of New RAP attached as Appendix D and Appendix E, respectively, to the SAI.

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Management of the Funds