QuickLinks -- Click here to rapidly navigate through this document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-22007

RMR ASIA REAL ESTATE FUND
(Exact name of registrant as specified in charter)

400 CENTRE STREET
NEWTON, MASSACHUSETTS 02458
(Address of principal executive offices) (Zip code)

(Name and Address of Agent
for Service)
  Copy to:
Adam D. Portnoy, President
RMR Asia Real Estate Fund
400 Centre Street
Newton, Massachusetts 02458
  Robert N. Hickey, Esq.
Sullivan & Worcester LLP
1666 K Street, NW
Washington, DC 20006

 

 

Elizabeth A. Watson, Esq.
State Street Bank and Trust Company
2 Avenue de Lafayette
Boston, Massachusetts 02111

Registrant's telephone number, including area code: (617) 332-9530
Date of fiscal year end: December 31
Date of reporting period: December 31, 2007




Item 1.    Reports to Shareholders.



LOGO

A NNUAL R EPORTS
D ECEMBER 31, 2007

 

LOGO

 

 

 

 

 

 

 

 

 

LOGO

 

LOGO

 

 

LOGO

 

LOGO

 

 

LOGO

 

LOGO

RMR Real Estate Fund

RMR Hospitality and Real Estate Fund

RMR F.I.R.E. Fund

RMR Preferred Dividend Fund

RMR Asia Pacific Real Estate Fund

RMR Asia Real Estate Fund

RMR Dividend Capture Fund

ABOUT INFORMATION CONTAINED IN THIS REPORT:

PERFORMANCE DATA IS HISTORICAL AND REFLECTS HISTORICAL EXPENSES AND HISTORICAL CHANGES IN NET ASSET VALUE. HISTORICAL RESULTS ARE NOT INDICATIVE OF FUTURE RESULTS.

IF RMR ADVISORS HAD NOT WAIVED FEES OR PAID ALL OF EACH FUND'S ORGANIZATIONAL COSTS AND A PORTION OF EACH FUND'S OFFERING COSTS, EACH FUND'S RETURNS WOULD HAVE BEEN REDUCED.

PLEASE CONSIDER THE INVESTMENT OBJECTIVES, STRATEGIES, RISKS, CHARGES AND EXPENSES BEFORE INVESTING IN ANY OF THE FUNDS. AN INVESTMENT IN EACH FUND'S SHARES IS SUBJECT TO MATERIAL RISKS, INCLUDING BUT NOT LIMITED TO THOSE DESCRIBED IN EACH FUND'S PROSPECTUS, THE REGISTRATION STATEMENTS AND OTHER DOCUMENTS FILED WITH THE SEC. EACH FUND'S DECLARATION OF TRUST CONTAINS PROVISIONS WHICH LIMIT OWNERSHIP OF FUND SHARES BY ANY PERSON OR GROUP OF PERSONS ACTING TOGETHER AND LIMIT ANY PERSONS ABILITY TO CONTROL A FUND OR TO CONVERT A FUND TO AN OPEN END FUND. FOR MORE INFORMATION ABOUT ANY OF OUR FUNDS PLEASE VISIT WWW.RMRFUNDS.COM OR CALL OUR INVESTOR RELATIONS GROUP AT (866)-790-3165.


NOTICE CONCERNING LIMITED LIABILITY

THE AGREEMENTS AND DECLARATIONS OF TRUST OF RMR REAL ESTATE FUND, RMR HOSPITALITY AND REAL ESTATE FUND, RMR F.I.R.E. FUND, RMR PREFERRED DIVIDEND FUND, RMR ASIA PACIFIC REAL ESTATE FUND, RMR ASIA REAL ESTATE FUND AND RMR DIVIDEND CAPTURE FUND, COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS THERETO, ARE DULY FILED IN THE OFFICE OF THE SECRETARY, CORPORATIONS DIVISION, OF THE COMMONWEALTH OF MASSACHUSETTS, PROVIDE THAT THE NAMES "RMR REAL ESTATE FUND", "RMR HOSPITALITY AND REAL ESTATE FUND", "RMR F.I.R.E. FUND", "RMR PREFERRED DIVIDEND FUND", "RMR ASIA PACIFIC REAL ESTATE FUND", "RMR ASIA REAL ESTATE FUND" AND "RMR DIVIDEND CAPTURE FUND" REFER TO THE TRUSTEES UNDER THE AGREEMENTS AND DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF ANY OF THE FUNDS SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, ANY OF THESE FUNDS. ALL PERSONS DEALING WITH ANY OF THE FUNDS IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THAT FUND WITH WHICH HE OR SHE MAY DEAL FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.


RMR Funds
December 31, 2007
  LOGO

 

 

February 20, 2008

To our shareholders,

We are pleased to present you with our 2007 annual report for our seven closed end funds:

RMR Real Estate Fund (AMEX: RMR), which began operations in December 2003, beginning on page 2;

RMR Hospitality and Real Estate Fund (AMEX: RHR), which began operations in April 2004, beginning on page 20;

RMR F.I.R.E. Fund (AMEX: RFR), which began operations in November 2004, beginning on page 39;

RMR Preferred Dividend Fund (AMEX: RDR), which began operations in May 2005, beginning on page 57;

RMR Asia Pacific Real Estate Fund (AMEX: RAP), which began operations in May 2006, beginning on page 73;

RMR Asia Real Estate Fund (AMEX: RAF), which began operations in May 2007, beginning on page 89; and

RMR Dividend Capture Fund (AMEX: RCR), which began operations in December 2007, beginning on page 105.

We invite you to read through the information contained in this report and to view our website at www.rmrfunds.com.

Sincerely,

GRAPHIC

Adam D. Portnoy
President


LOGO

 

LOGO

 

LOGO

 

LOGO

 

LOGO

 

LOGO

 

LOGO

1


RMR Real Estate Fund
December 31, 2007

    LOGO

To our shareholders,

In the pages that follow, you will find data summarizing our financial results for the year ended December 31, 2007, and our financial position as of December 31, 2007.

Relevant Market Conditions

Real Estate Industry Fundamentals.     During 2007, commercial real estate vacancy rates generally remained stable and rents increased Nevertheless, earnings growth from commercial real estate companies began to slow in 2007 compared to prior years because of a general slowdown in the economy. The combination of an economic slowdown, investors concerns relating to weakness in the housing market and credit tightening by lenders led to a sharp decline in valuations for all publicly traded commercial real estate companies in the second half of 2007. Almost all real estate investment trusts, or REITs, experienced a sharp drop in value in the second half of 2007 because of investors concerns regarding any company involved in the real estate business. Furthermore, some REITs that had exposure to subprime mortgages filed for bankruptcy and the value of their securities became essentially worthless after they stopped paying dividends.

In 2008, we expect commercial real estate fundamentals to weaken because of slower economic growth and lower consumer and business confidence. However, higher construction costs and tighter credit markets may limit new supply of commercial real estate and help offset some of the anticipated slowdown in commercial real estate fundamentals. Before the end of 2008, we expect that valuations of REITs that invest directly in commercial real estate may improve in reaction to the sharp decline in their stock prices at the end of 2007 and in early 2008.

Real Estate Industry Technicals.     After seven years of positive returns, REITs, as measured by the MSCI U.S. REIT Total Return Index (RMS) finished 2007 down 16.7%, marking one of the sector's worst performances ever. Last year was also one of the most volatile years for REITs. During the year, the RMS posted eight of the biggest one day moves since its inception in 1995. Between March and the end of 2007, investors withdrew more than $9 billion from dedicated REIT funds.

Fund Strategies, Techniques and Performance

Our primary investment objective is to earn and pay a high level of current income to our common shareholders by investing in real estate companies, including REITs. Our secondary investment objective is capital appreciation. There can be no assurances that we will meet our investment objectives.

During the year ended 2007, our total return on net asset value, or NAV (including NAV changes and assuming a hypothetical reinvestment of distributions at NAV), was negative 26.28%. During that same period, the total return for the MSCI U.S. REIT Total Return Index (an unmanaged index of REIT common stocks) was negative 16.7% and the total return for the Merrill Lynch REIT Preferred Index (an unmanaged


2



index of REIT preferred stocks) was negative 13.0%. We believe these two indices are relevant to us because our investments, excluding short term investments, as of December 31, 2007, included 64% REIT common stocks and 20% REIT preferred stocks. The S&P 500 Index (an unmanaged index published as Standard and Poor's Composite Index of 500 common stocks) total return for the year ended December 31, 2007 was 5.5%.

Our investment allocation to hotel and diversified REITs contributed positively to the Fund's performance in 2007. We benefited from our holdings in hotel REITs because of the high level of M&A activity that took place within this sector during the first half of 2007. The gains from M&A activity during the first half of the year also helped to offset losses experienced by the Fund when the general REIT market declined sharply in the second half of the year. Although we reduced our exposure to mortgage REITs during the year, our holdings in these companies also hurt our performance in 2007. At year end, mortgage REITs accounted for 0.1% of total assets.

Recent Developments.     As I am writing this letter, continued turmoil in the credit markets is becoming a concern for our Fund. In particular, the market for auction rate securities seems to be experiencing a liquidity crisis. Although we believe our Fund's $50 million of auction rate preferred securities are well protected by asset coverage, the spill over effect from other auction rate securities may make it more difficult for our Fund to remarket these securities. If this occurs, the dividend rates we pay on our preferred securities may increase or we may be forced to substitute our outstanding preferred shares with less attractive forms of leverage. Any increase in the cost of leverage or decrease in the amount of leverage could adversely impact our performance and ability to maintain the current dividend rate paid to common shareholders in the future.

Thank you for your continued support. For more information, please view our website at www.rmrfunds.com.

Sincerely,

GRAPHIC

Adam D. Portnoy
President

February 20, 2008


3


    LOGO

Portfolio holdings by sub-sector as a percentage of investments (as of December 31, 2007)*

REITs      
Health care   18 %
Hospitality   17 %
Diversified   15 %
Others, less than 10% each   34 %
   
 
  Total REITs   84 %
Other   15 %
Short term investments   1 %
   
 
  Total investments   100 %
   
 

*
These percentages represent the Fund's portfolio holdings by sub-sector as a percentage of total portfolio holdings and do not match with the percentages included in the Portfolio of Investments schedule which represent the Fund's portfolio holdings by sub-sector as a percentage of the Fund's net assets.

4


RMR Real Estate Fund
Portfolio of Investments
– December 31, 2007


 
Company

  Shares

  Value

 

 
Common Stocks – 110.6%
Real Estate Investment Trusts – 101.6%
           
  Apartments – 11.5%            
    Apartment Investment & Management Co.   14,000   $ 486,220  
    Associated Estates Realty Corp.   105,400     994,976  
    AvalonBay Communities, Inc.   14,000     1,317,960  
    BRE Properties, Inc.   10,000     405,300  
    Equity Residential   49,000     1,787,030  
    Essex Property Trust, Inc.   6,000     584,940  
    Home Properties, Inc.   88,800     3,982,680  
    Mid-America Apartment Communities, Inc.   5,000     213,750  
    Post Properties, Inc.   5,000     175,600  
       
 
          9,948,456  
  Diversified – 22.0%            
    CapLease, Inc.   56,000     471,520  
    Colonial Properties Trust   10,000     226,300  
    Duke Realty Corp.   70,000     1,825,600  
    DuPont Fabros Technology, Inc.   7,500     147,000  
    Franklin Street Properties Corp.   3,000     44,400  
    Lexington Corporate Properties Trust   383,800     5,580,452  
    Liberty Property Trust   29,000     835,490  
    Mission West Properties, Inc.   5,000     47,550  
    National Retail Properties, Inc.   352,700     8,246,126  
    Vornado Realty Trust   19,000     1,671,050  
    Washington Real Estate Investment Trust   300     9,423  
       
 
          19,104,911  
  Health Care – 23.5%            
    Cogdell Spencer, Inc.   16,500     262,845  
    HCP, Inc.   39,080     1,359,202  
    Health Care REIT, Inc.   162,600     7,266,594  
    LTC Properties, Inc.   20,000     501,000  
    Medical Properties Trust, Inc.   94,520     963,159  
    Nationwide Health Properties, Inc.   257,600     8,080,912  
    OMEGA Healthcare Investors, Inc.   96,000     1,540,800  
    Universal Health Realty Income Trust   13,000     460,720  
       
 
          20,435,232  
  Hospitality – 6.7%            
    Ashford Hospitality Trust, Inc.   185,500     1,333,745  
    Entertainment Properties Trust   22,000     1,034,000  
    FelCor Lodging Trust, Inc.   17,000     265,030  
    Hersha Hospitality Trust   129,300     1,228,350  
    LaSalle Hotel Properties   17,200     548,680  
    Sunstone Hotel Investors, Inc.   25,000     457,250  
    Supertel Hospitality, Inc.   161,000     988,540  
       
 
          5,855,595  
See notes to financial statements and notes to portfolio of investments.  

5


 
Industrial – 11.6%

 

 

 

 

 

 
    AMB Property Corp.   4,000   $ 230,240  
    DCT Industrial Trust, Inc.   64,500     600,495  
    EastGroup Properties, Inc.   14,000     585,900  
    First Industrial Realty Trust, Inc.   211,240     7,308,904  
    ProLogis   21,000     1,330,980  
       
 
          10,056,519  
  Manufactured Homes – 1.8%            
    Sun Communities, Inc.   75,900     1,599,213  
  Mortgage – 0.1%            
    Alesco Financial, Inc.   19,000     62,320  
    Anthracite Capital, Inc.   2,000     14,480  
       
 
          76,800  
  Office – 12.7%            
    American Financial Realty Trust   309,100     2,478,982  
    Brandywine Realty Trust   102,400     1,836,032  
    Corporate Office Properties Trust   15,500     488,250  
    Douglas Emmett, Inc.   12,500     282,625  
    Highwoods Properties, Inc.   55,000     1,615,900  
    Mack-Cali Realty Corp.   26,500     901,000  
    Maguire Properties, Inc.   48,000     1,414,560  
    Parkway Properties, Inc.   55,000     2,033,900  
       
 
          11,051,249  
  Retail – 7.4%            
    Cedar Shopping Centers, Inc.   75,000     767,250  
    Equity One, Inc.   10,000     230,300  
    Feldman Mall Properties, Inc.   3,000     11,070  
    Glimcher Realty Trust   109,400     1,563,326  
    Kimco Realty Corp.   5,000     182,000  
    Pennsylvania Real Estate Investment Trust   12,000     356,160  
    Ramco-Gershenson Properties Trust   9,000     192,330  
    Realty Income Corp.   54,600     1,475,292  
    Simon Property Group, Inc.   15,000     1,302,900  
    Tanger Factory Outlet Centers, Inc.   5,000     188,550  
    Urstadt Biddle Properties, Inc.   8,900     137,950  
       
 
          6,407,128  
  Specialty – 1.0%            
    Getty Realty Corp.   32,600     869,768  
See notes to financial statements and notes to portfolio of investments.  

6


 
Storage – 3.3%

 

 

 

 

 

 
    Public Storage, Inc.   3,000   $ 220,230  
    Sovran Self Storage, Inc.   50,000     2,005,000  
    U-Store-It Trust   65,000     595,400  
       
 
          2,820,630  
Total Real Estate Investment Trusts (Cost $92,150,007)         88,225,501  
 
Other – 9.0%

 

 

 

 

 

 
    Abingdon Investment, Ltd. (a) (b)   550,000     4,378,000  
    American Capital Strategies, Ltd.   23,500     774,560  
    Brookfield Properties Corp.   10,000     192,500  
    Iowa Telecommunication Services, Inc.   50,500     821,130  
    MCG Capital Corp.   41,000     475,190  
    Seaspan Corp.   48,200     1,180,418  
Total Other (Cost $9,017,018)         7,821,798  
Total Common Stocks (Cost $101,167,025)         96,047,299  
Preferred Stocks – 40.2%            
Real Estate Investment Trusts – 33.0%            
  Apartments – 0.9%            
    Apartment Investment & Management Co., Series G   32,800     800,320  
  Diversified – 1.6%            
    Colonial Properties Trust, Series D   60,000     1,436,400  
  Health Care – 5.3%            
    Health Care REIT, Inc., Series G   20,000     640,600  
    OMEGA Healthcare Investors Inc., Series D   160,000     3,963,200  
       
 
          4,603,800  
  Hospitality – 20.5%            
    Ashford Hospitality Trust, Series A   107,900     2,023,125  
    Ashford Hospitality Trust, Series D   100,000     1,900,000  
    Eagle Hospitality Properties Trust, Inc., Series A (b)   28,000     350,000  
    Entertainment Properties Trust, Series D   111,800     2,090,660  
    FelCor Lodging Trust, Inc., Series A (c)   83,000     1,711,460  
    FelCor Lodging Trust, Inc., Series C   39,600     734,580  
    Hersha Hospitality Trust, Series A   92,000     1,968,800  
    LaSalle Hotel Properties, Series D   100,000     1,830,000  
    Strategic Hotels & Resorts, Inc., Series A   75,000     1,408,500  
    Strategic Hotels & Resorts, Inc., Series B   64,500     1,241,625  
    Sunstone Hotel Investors, Inc., Series A   129,100     2,521,323  
       
 
          17,780,073  
See notes to financial statements and notes to portfolio of investments.  

7


 
Industrial – 0.5%

 

 

 

 

 

 
    First Industrial Realty Trust, Series J   20,000   $ 405,000  
  Office – 1.3%            
    Corporate Office Properties Trust, Series H   2,000     41,000  
    Corporate Office Properties Trust, Series J   22,000     449,900  
    Kilroy Realty Corp., Series E   500     11,250  
    Kilroy Realty Corp., Series F   30,000     660,000  
       
 
          1,162,150  
  Retail – 2.9%            
    Cedar Shopping Centers, Inc., Series A   88,600     2,082,100  
    Glimcher Realty Trust, Series F   20,000     411,000  
       
 
          2,493,100  
Total Real Estate Investment Trusts (Cost $33,520,602)         28,680,843  
  Other – 7.2%            
    Hilltop Holdings, Inc., Series A   280,000     6,209,000  
Total Other (Cost $6,016,675)         6,209,000  
Total Preferred Stocks (Cost $39,537,277)         34,889,843  
Other Investment Companies – 9.0%            
    Alpine Total Dynamic Dividend Fund   126,200     2,139,090  
    Cohen & Steers Premium Income Realty Fund, Inc.   31,950     469,984  
    Cohen & Steers REIT and Preferred Income Fund, Inc.   38,426     726,252  
    Cornerstone Strategic Value Fund, Inc.   2,500     12,600  
    Eaton Vance Enhanced Equity Income Fund II   30,100     534,275  
    LMP Real Estate Income Fund, Inc.   80,160     1,163,923  
    Neuberger Berman Real Estate Securities Income Fund, Inc.   72,250     831,597  
    Neuberger Berman Realty Income Fund, Inc.   55,700     881,174  
    The Zweig Total Return Fund, Inc.   220,568     999,173  
Total Other Investment Companies (Cost $9,631,583)         7,758,068  
Short-Term Investments – 1.1%            
  Other Investment Companies – 1.1%            
    Dreyfus Cash Management, Institutional Shares, 4.85% (d) (Cost $997,913)   997,913     997,913  
Total Investments – 160.9% (Cost $151,333,798)         139,693,123  
Other assets less liabilities – (3.3)%         (2,853,790 )
Preferred Shares, at liquidation preference – (57.6)%         (50,000,000 )
Net Assets applicable to common shareholders – 100%       $ 86,839,333  

See notes to financial statements and notes to portfolio of investments.


8


Notes to Portfolio of Investments

(a)
144A securities. Securities restricted for resale to Qualified Institutional Buyers (5.0% of net assets). These securities are considered to be liquid.

(b)
As of December 31, 2007, the Fund held securities fair valued in accordance with policies adopted by the Board of Trustees, aggregating $4,728,000 and 3.38% of market value.

(c)
Convertible into common stock.

(d)
Rate reflects 7 day yield as of December 31, 2007.

See notes to financial statements.


9



RMR Real Estate Fund
Financial Statements

Statement of Assets and Liabilities


 
December 31, 2007

   
 

 
Assets        
  Investments in securities, at value (cost $151,333,798)   $ 139,693,123  
  Cash     524  
  Dividends and interest receivable     2,311,017  
   
 
    Total assets     142,004,664  
   
 
Liabilities        
  Distributions payable – common shares     4,776,800  
  Distributions payable – preferred shares     105,000  
  Advisory fee payable     73,776  
  Accrued expenses and other liabilities     209,755  
   
 
    Total liabilities     5,165,331  
   
 
Preferred shares, at liquidation preference        
  Auction preferred shares, Series T;
$.001 par value per share; 2,000 shares issued and
outstanding at $25,000 per share liquidation preference
    50,000,000  
   
 
Net assets attributable to common shares   $ 86,839,333  
   
 
Composition of net assets        
  Common shares, $.001 par value per share;
unlimited number of shares authorized,
6,824,000 shares issued and outstanding
  $ 6,824  
  Additional paid-in capital     96,475,287  
  Distributions in excess of net investment income     (9,373 )
  Accumulated net realized gain on investment transactions     2,007,270  
  Net unrealized depreciation on investments     (11,640,675 )
   
 
Net assets attributable to common shares   $ 86,839,333  
   
 
Net asset value per share attributable to common shares
(based on 6,824,000 common shares outstanding)
  $ 12.73  
   
 

See notes to financial statements.


10



RMR Real Estate Fund

Financial Statements
– continued

Statement of Operations


 
For the Year Ended December 31, 2007

   
 

 
Investment Income        
  Dividends (Cash distributions, net of capital gain ($4,010,171) and return of capital ($1,467,181) distributions, received or due, net of foreign taxes withheld of $420)   $ 8,954,018  
  Interest     307,972  
   
 
    Total investment income     9,261,990  
   
 
Expenses        
  Advisory     1,457,623  
  Audit and legal     186,544  
  Preferred share remarketing     127,964  
  Administrative     109,271  
  Custodian     87,376  
  Shareholder reporting     67,396  
  Excise Tax     35,510  
  Compliance and internal audit     29,725  
  Trustees' fees and expenses     21,606  
  Other     86,550  
   
 
    Total expenses     2,209,565  
  Less: expense waived by the Advisor     (428,713 )
   
 
    Net expenses     1,780,852  
   
 
      Net investment income     7,481,138  
   
 
Realized and unrealized gain(loss) on investments        
  Net realized gain on investments     3,140,623  
  Net increase from payments by affiliates     2,070  
  Net change in unrealized appreciation/(depreciation) on investments     (41,493,993 )
   
 
  Net realized and unrealized loss on investments     (38,351,300 )
   
 
  Distributions to preferred shareholders from net investment income     (1,161,670 )
  Distributions to preferred shareholders from net realized gain on investments     (1,482,830 )
   
 
    Net decrease in net assets attributable to common shares resulting from operations   $ (33,514,662 )
   
 

See notes to financial statements.


11



RMR Real Estate Fund
Financial Statements
– continued

Statements of Changes in Net Assets


 
 
  Year Ended
December 31,
2007

  Year Ended
December 31,
2006

 

 
Increase (decrease) in net assets resulting from operations              
  Net investment income   $ 7,481,138   $ 6,724,184  
  Net increase from payments by affiliates     2,070      
  Net realized gain on investments     3,140,623     11,075,804  
  Net change in unrealized appreciation/(depreciation) on investments     (41,493,993 )   20,905,533  
  Distributions to preferred shareholders from:              
    Net investment income     (1,161,670 )   (1,552,028 )
    Net realized gain on investments     (1,482,830 )   (813,812 )
   
 
 
      Net increase (decrease) in net assets attributable to common shares resulting from operations     (33,514,662 )   36,339,681  
   
 
 
  Distributions to common shareholders from:              
    Net investment income     (6,354,978 )   (5,371,982 )
    Net realized gains on investments     (8,111,902 )   (2,816,818 )
   
 
 
    Total increase (decrease) in net assets attributable to common shares     (47,981,542 )   28,150,881  
Net assets attributable to common shares              
  Beginning of year     134,820,875     106,669,994  
   
 
 
  End of year (includes distributions in excess of net investment income of ($9,373) and $0 respectively)   $ 86,839,333   $ 134,820,875  
   
 
 
Common shares issued and repurchased              
  Shares outstanding, beginning of year     6,824,000     6,824,000  
    Shares issued          
   
 
 
  Shares outstanding, end of year     6,824,000     6,824,000  
   
 
 

See notes to financial statements.


12


RMR Real Estate Fund
Financial Highlights

Selected Data For A Common Share Outstanding Throughout Each Period


 
 
  Year Ended
December 31,
2007

  Year Ended
December 31,
2006

  Year Ended
December 31,
2005

  Year Ended
December 31,
2004

  For the
Period
December 18,
2003(a) to
December 31,
2003

 

 
Per Common Share Operating Performance (b)                                
Net asset value, beginning of period   $ 19.76   $ 15.63   $ 16.61   $ 14.35   $ 14.33 (c)
   
 
 
 
 
 
Income from Investment Operations                                
Net investment income (d)(e)     1.10     .99     .64     .47     .10  
Net realized and unrealized appreciation/(depreciation) on investments (e)     (5.62 )   4.69     (.08 )   3.11     (.05 )
Distributions to preferred shareholders (common stock equivalent basis) from:                                
  Net investment income (e)     (.17 )   (.23 )   (.10 )   (.05 )    
  Net realized gain on investments (e)     (.22 )   (.12 )   (.14 )   (.05 )    
   
 
 
 
 
 
Net increase (decrease) in net asset value from operations     (4.91 )   5.33     .32     3.48     .05  
Less: Distributions to common shareholders from:                          
  Net investment income (e)     (.93 )   (.79 )   (.54 )   (.53 )    
  Net realized gain on investments (e)     (1.19 )   (.41 )   (.76 )   (.57 )    
Common share offering costs charged to capital                     (.03 )
Preferred share offering costs charged to capital                 (.12 )    
   
 
 
 
 
 
Net asset value, end of period   $ 12.73   $ 19.76   $ 15.63   $ 16.61   $ 14.35  
   
 
 
 
 
 
Market price, beginning of period   $ 17.48   $ 13.15   $ 14.74   $ 15.00   $ 15.00  
   
 
 
 
 
 
Market price, end of period   $ 11.03   $ 17.48   $ 13.15   $ 14.74   $ 15.00  
   
 
 
 
 
 
Total Return (f)(g)                                
Total investment return based on:                                
  Market price (h)     (26.19 )%   43.77 %   (1.96 )%   6.42 %   0.00 %
  Net asset value (h)     (26.28 )%   35.27 %   2.10 %   24.73 %   0.14 %
Ratios/Supplemental Data:                                
Ratio to average net assets attributable to common shares of:                          
  Net investment income, before total preferred share distributions (d)(e)     6.16 %   5.60 %   4.02 %   3.22 %   27.45% (i)
  Total preferred share distributions     2.18 %   1.97 %   1.47 %   0.67 %   0.00% (i)
  Net investment income, net of preferred share distributions (d)(e)     3.98 %   3.63 %   2.55 %   2.55 %   27.45% (i)
  Expenses, net of fee waivers     1.47 %   1.50 %   1.50 %   1.69 %   2.40% (i)
  Expenses, before fee waivers     1.82 %   1.86 %   1.87 %   2.05 %   2.65% (i)
Portfolio Turnover Rate     51.01 %   36.20 %   22.15 %   35.52 %   17.49 %
Net assets attributable to common shares, end of period (000s)   $ 86,839   $ 134,821   $ 106,670   $ 113,357   $ 95,776  
Preferred shares, liquidation preference ($25,000 per share) (000s)   $ 50,000   $ 50,000   $ 50,000   $ 50,000   $  
Asset coverage per preferred share (j)   $ 68,420   $ 92,411   $ 78,335   $ 81,679   $  
(a)
Commencement of operations.
(b)
Based on average shares outstanding.
(c)
Net asset value at December 18, 2003, reflects the deduction of the average sales load and offering costs of $0.67 per share paid by the holders of common shares from the $15.00 offering price. We paid a sales load of $0.68 per share on 6,660,000 common shares sold to the public and no sales load or offering costs on 7,000 common shares sold to affiliates of the RMR Advisors for $15.00 per share.
(d)
Amounts are net of expenses waived by RMR Advisors.
(e)
As discussed in Note A (6) to the financial statements, a portion of the distributions we received on our investments are not included in investment income for financial reporting purposes.
(f)
The impact of net increase from payments by affiliates is less than $0.005/share.
(g)
Total returns for periods of less than one year are not annualized.
(h)
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 RMR Advisors had not contractually waived a portion of its investment advisory fee.
(i)
Annualized.
(j)
Asset coverage per share equals net assets attributable to common shares plus the liquidation preference of the preferred shares divided by the total number of preferred shares outstanding at the end of the period.

See notes to financial statements.


13



RMR Real Estate Fund
Notes to Financial Statements

December 31, 2007

Note A

(1)  Organization

RMR Real Estate Fund, or the Fund, was organized as a Massachusetts business trust on July 2, 2002, and is registered under the Investment Company Act of 1940, as amended, or the 1940 Act, as a diversified closed-end management investment company. The Fund had no operations prior to December 18, 2003, other than matters relating to the Fund's establishment and registration of the Fund's common shares under the Securities Act of 1933.

(2)  Use of Estimates

Preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires the Fund's management to make estimates and assumptions that may affect the amounts reported in the financial statements and related notes. The actual results could differ from these estimates.

(3)  Portfolio Valuation

Investment securities of the Fund are valued at the latest sales price whenever that price is readily available on that day; securities for which no sales were reported on that day, unless otherwise noted, are valued at the last available bid price on that day. Securities traded primarily on the NASDAQ Stock Market, or NASDAQ, are normally valued by the Fund at the NASDAQ Official Closing Price, or NOCP, provided by NASDAQ each business day. The NOCP is the most recently reported price as of 4:00:02 p.m., eastern time, unless that price is outside the range of the "inside" bid and asked prices (i.e., the bid and asked prices that dealers quote to each other when trading for their own accounts); in that case, NASDAQ will adjust the price to equal the inside bid or asked price, whichever is closer. Some fixed income securities may be valued using pricing provided by a pricing service. Any of the Fund's securities which are not readily marketable, which are not traded or which have other characteristics of illiquidity are valued by the Fund at fair value as determined in good faith under the supervision of the Fund's board of trustees. Numerous factors may be considered when determining fair value of a security, including cost at date of purchase, type of security, the nature and duration of restrictions on disposition of the security and whether the issuer of the security being fair valued has other securities of the same type outstanding. Short term debt securities with less than 60 days until maturity may be valued at cost, which when combined with interest accrued, approximates market value.

(4)  Securities Transactions and Investment Income

Securities transactions are recorded on a trade date basis. Dividend income is recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, including accretion of original issue discount, where applicable, and accretion of discount on short term investments, is recorded on the accrual basis. Realized gains and losses from securities transactions are recorded on an identified cost basis.

(5)  Taxes

The Fund has qualified and intends to qualify in the future as a "regulated investment company" and to comply with the applicable provisions of subchapter M of the Internal Revenue Code of 1986, as amended, so that it will generally not be subject to federal income tax. However, the Fund may be subject to a 4% excise tax to the extent the Fund does not distribute substantially all taxable earnings.


14


Some foreign governments may subject the Fund's investment income and securities sales to withholding or other taxes. For the year ended December 31, 2007, $420 of foreign taxes have been withheld from distributions to the Fund and recorded as a reduction of dividend income.

(6)  Distributable Earnings

The Fund earns income, net of expenses, daily on its investments. It is the policy of the Fund to pay a stable distribution amount to common shareholders on a monthly basis and distributions to Fund shareholders are declared pursuant to this policy. On December 12, 2007, the Fund declared distributions of $0.10 per common share payable in January, February and March 2008 and a special distribution of $0.60 per common share payable in January 2008. The Fund paid the January regular distribution and special distribution on January 31, 2008. Distributions to shareholders are recorded on the ex-dividend date. The Fund's distributions may consist of ordinary income (net investment income and short term capital gains), long term capital gains and return of capital. To the extent the Fund's net realized capital gains, if any, can be offset by capital loss carry-forwards, it is the policy of the Fund not to distribute such gains. Distributions to preferred shareholders are determined as described in Note D.

The Fund has substantial investments in real estate investment trusts, or REITs, which are generally not subject to federal income taxes. Distributions that the Fund receives from REITs can be classified as ordinary income, capital gain income or return of capital by the REITs that make these distributions to the Fund. The Fund has excluded from its investment income the portions of the distributions received from REITs classified by those REITs as capital gain income and return of capital. The Fund has included in its "net realized gain on investments" that portion of the distributions received from REITs that is classified by those REITs as capital gain income. Similarly, the Fund has credited its "net change in unrealized appreciation on investments" with that portion of the distributions received from REITs that is classified by those REITs as return of capital. The classification of distributions received from the Fund's investments were as follows:

 
  Year ended
December 31,
2007

  Year ended
December 31,
2006

Ordinary income   $ 8,954,018   $ 8,163,300
Capital gain income     4,010,171     1,891,893
Return of capital     1,467,181     2,131,782
   
 
Total distributions received   $ 14,431,370   $ 12,186,975
   
 

The Fund distinguishes between distributions to shareholders on a tax basis and a financial reporting basis. Only distributions in excess of accumulated tax basis earnings and profits are reported in the financial statements as a tax return of capital. Differences in the recognition or classification of income between the financial statements and tax earnings and profits which result in temporary over distributions for financial statement purposes are classified as distributions in excess of net investment income or accumulated net realized gains in the components of net assets on the Statement of Assets and Liabilities.


15



The tax character of distributions made by the Fund during the years ended December 31, 2007 and December 31, 2006, were as follows:

 
  Year ended
December 31,
2007

  Year ended
December 31,
2006

Ordinary income   $ 7,531,305   $ 7,985,219
Net long term capital gains     9,580,075     2,569,421
   
 
    $ 17,111,380   $ 10,554,640
   
 

As of December 31, 2007, the components of distributable earnings on a federal income tax basis were as follows:

Undistributed ordinary income   $  
Undistributed net long-term capital gains     2,031,733  
Net unrealized appreciation/(depreciation)     (11,676,581 )

The differences between the financial reporting basis and tax basis of undistributed net long term capital gains and net unrealized appreciation/depreciation are due to wash sales of portfolio investments.

The cost, gross unrealized appreciation and unrealized depreciation of the Fund's investments for federal income tax purposes as of December 31, 2007, are as follows:

Cost   $ 151,369,704  
   
 
Gross unrealized appreciation   $ 9,166,984  
Gross unrealized depreciation     (20,843,565 )
   
 
Net unrealized appreciation/(depreciation)   $ (11,676,581 )
   
 

(7)  Concentration of Risk

Under normal market conditions, the Fund's investments will be concentrated in income producing common shares, preferred shares and debt securities, including convertible preferred and debt securities, issued by real estate companies and REITS. The value of Fund shares may fluctuate more than the shares of a fund not concentrated in the real estate industry due to economic, legal, regulatory, technological or other developments affecting the United States real estate industry.

(8)  Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board, or FASB, issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109", or FIN 48. FIN 48 was effective for the fiscal years beginning after December 15, 2006. The Securities and Exchange Commission delayed the application of FIN 48 to open and closed end funds to not later than June 29, 2007. FIN 48 prescribes how the Fund should recognize, measure and present in the Fund's financial statements uncertain tax provisions that have been taken or expected to be taken in a tax return. Pursuant to FIN 48 the Fund can recognize a tax benefit only if it is "more likely than not" that a particular tax position will be sustained upon examination or audit. To the extent the "more likely than not" standard has been satisfied the benefits


16


associated with a tax position is measured as the largest amount that is greater than 50% likely of being realized upon settlement. As required, the Fund has adopted FIN 48 effective June 29, 2007, and concluded that the effect is not material to its financial statements. As of and during the year ended December 31, 2007, the Fund did not have a liability for any unrecognized tax benefits. Each of the tax years in the three year period ended December 31, 2007, remains subject to examination by the Internal Revenue Service.

In September 2006, FASB issued Statement of Accounting Standards No. 157, "Fair Value Measurements", or SFAS 157, which is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands required disclosures about fair value measurements. Management has evaluated the application of the Statement to the Fund, and believes the impact will be limited to expanded financial statement disclosures.

Note B

Advisory and Administration Agreements and Other Transactions with Affiliates

The Fund has an advisory agreement with RMR Advisors, Inc., or RMR Advisors, to provide the Fund with a continuous investment program, to make day-to-day investment decisions and to generally manage the business affairs of the Fund in accordance with its investment objectives and policies. Pursuant to the agreement, RMR Advisors is compensated at an annual rate of 0.85% of the Fund's average daily managed assets. Managed assets means the total assets of the Fund less liabilities other than any indebtedness entered into for purposes of leverage. For purposes of calculating managed assets, the liquidation preference of preferred shares is not considered a liability.

RMR Advisors has contractually agreed to waive a portion of its annual fee equal to 0.25% of the Fund's average daily managed assets from December 18, 2003 until December 18, 2008. The Fund incurred net advisory fees of $1,028,910 during the year ended December 31, 2007. The amount of fees waived by the Advisor was $428,713 for the year ended December 31, 2007.

RMR Advisors, and not the Fund, has contractually agreed to pay the lead underwriter of the Fund's initial public offering, an annual fee equal to 0.15% of the Fund's managed assets. This fee is paid quarterly in arrears during the term of RMR Advisors' advisory agreement and is paid by RMR Advisors, not the Fund. The aggregate fees paid pursuant to the contract plus reimbursement of legal expenses of the underwriters in that offering will not exceed 4.5% of the total price of the common shares in the initial public offering.

RMR Advisors also performs administrative functions for the Fund pursuant to an administration agreement with the Fund. RMR Advisors has entered into a subadministration agreement with State Street Bank and Trust Company, or State Street, to perform substantially all Fund accounting and other administrative services. Under the administration agreement, RMR Advisors is entitled to reimbursement of the cost of providing administrative services. The Fund reimbursed RMR Advisors for $109,271 of subadministrative fees charged by State Street for the year ended December 31, 2007.

Each trustee who is not a director, officer or employee of RMR Advisors and who is not an "interested person" of the Fund as defined under the 1940 Act is considered to be a "disinterested trustee". Disinterested trustees are each paid by the Fund an annual fee plus fees for board and committee meetings. The Fund incurred $21,606 of trustee fees and expenses during the year ended December 31, 2007.


17



The Fund's board of trustees and separately the disinterested trustees authorized the Fund to make reimbursement payments to RMR Advisors for costs related to the Fund's compliance and internal audit programs. The Fund incurred $29,725 of compliance and internal audit expense during the year ended December 31, 2007. The Fund also participates in pooled insurance programs with RMR Advisors and other funds managed by RMR Advisors and makes payments of allocated portions of related premiums. The Fund incurred $17,892 of insurance expense during the year ended December 31, 2007.

During the year ended December 31, 2007, RMR Advisors reimbursed the Fund in the amount of $2,070 for trading losses incurred by the Fund due to a trading error.

Note C

Securities Transactions

During the year ended December 31, 2007, there were purchases and sales transactions (excluding short term securities) of $88,159,820 and $84,315,531 respectively. Brokerage commissions on securities transactions amounted to $117,849 during the year ended December 31, 2007.

Note D

Preferred Shares

The Fund's 2,000 outstanding Series T auction preferred shares have a liquidation preference of $25,000 per share plus an amount equal to accumulated but unpaid distributions. The preferred shares are senior to the Fund's common shares and rank on parity with any other class or series of preferred shares of the Fund as to the payment of periodic distributions, including distribution of assets upon liquidation. If the Fund does not timely cure a failure to (1) maintain asset coverage for the preferred shares as required by rating agencies, or (2) maintain asset coverage, as defined in the 1940 Act, of at least 200%, the preferred shares will be subject to redemption in an amount equal to their liquidation preference plus accumulated but unpaid distributions. The holders of the preferred shares have voting rights equal to the holders of the Fund's common shares and generally vote together with the holders of the common shares as a single class. Holders of the preferred shares, voting as a separate class, also are entitled to elect two of the Fund's trustees. The Fund pays distributions on the preferred shares at a rate set at auctions held generally every seven days. Distributions are generally payable every seven days, on the first business day following the end of a distribution period. The preferred share distribution rate was 5.40% per annum as of December 31, 2007.


18


Report of Independent Registered Public Accounting Firm

To the Board of Trustees and
Shareholders of RMR Real Estate Fund:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of RMR Real Estate Fund (the "Fund") as of December 31, 2007, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2007, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of RMR Real Estate Fund at December 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

SIGNATURE

Boston, Massachusetts
February 21, 2008


19


RMR Hospitality and Real Estate Fund
December 31, 2007

    LOGO

To our shareholders,

In the pages that follow, you will find data summarizing our financial results for the year ended December 31, 2007, and our financial position as of December 31, 2007.

Relevant Market Conditions

Hospitality Industry Fundamentals.     In the first half of 2007, the hotel sector witnessed an unprecedented level of M&A activity. Five public hotel real estate investment trusts, or REITs, and one major hotel operating company, Hilton Hotels and Resorts, were taken private. This M&A activity stopped in the second half of 2007 because of credit tightening by lenders.

Operating fundamentals for hotels were solid in 2007. Industry-wide revenue per available room, or RevPar, growth was healthy at 5.7% with hotel occupancies were unchanged compared to 2006 at about 65% according to Smith Travel Research. Luxury hotels in urban markets outperformed all other segments because of an undersupply of hotels in a few major markets and strong demand from foreign travelers in major cities.

In 2008, RevPar growth expectations for the industry are in the range of 5 - 7%. However, at least one hotel company recently lowered its 2008 projections because of the slowdown in the economy in the second half of 2007. We expect other hotel companies may also lower expectations, but to assert that positive RevPar growth may be achievable in 2008. For example, at the beginning of 2008, hotel companies generally indicated that advance bookings were solid for the coming year and there has been no notable reduction in room rates. In addition, there is currently limited new hotel supply because of high construction costs, with supply growth forecasted at only 2% for the next few years.

Real Estate Industry Fundamentals.     During 2007, commercial real estate vacancy rates generally remained stable and rents increased modestly. Nevertheless, earnings growth from commercial real estate companies began to slow in 2007 compared to prior years because of a general slowdown in the economy. The combination of an economic slowdown, investors concerns relating to weakness in the housing market and credit tightening by lenders led to a sharp decline in valuations for all publicly traded commercial real estate companies in the second half of 2007. Almost all REITs experienced a sharp drop in value in the second half of 2007 because of investors concerns regarding any company involved in the real estate business. Furthermore, some REITs that had exposure to subprime mortgages filed for bankruptcy and the value of their securities became essentially worthless after they stopped paying dividends.

In 2008, we expect commercial real estate fundamentals may weaken because of slower economic growth and lower consumer and business confidence. However, higher construction costs and tighter credit markets may limit new supply of commercial real estate and help offset some of the anticipated slowdown in commercial real estate fundamentals. Before the end of 2008, we expect that valuations of REITs that invest directly in commercial real estate may improve in reaction to the sharp decline in their stock prices at the end of 2007 and in early 2008.


20


Real Estate Industry Technicals.     After seven years of positive returns, REITs, as measured by the MSCI U.S. REIT Index (RMS) finished 2007 down 16.7%, marking one of the sector's worst performances ever. Last year was also one of the most volatile years for REITs. During the year, the RMS posted eight of the biggest one day moves since its inception in 1995. Between March and the end of 2007, investors withdrew more than $9 billion from dedicated REIT funds.

Fund Strategies, Techniques and Performance

Our primary objective is to earn and pay to our common shareholders a high level of current income by investing in hospitality and real estate companies. Our secondary objective is capital appreciation. There can be no assurance that we will achieve our investment objectives.

During 2007, our total return on net asset value, or NAV (including NAV changes and assuming a hypothetical reinvestment of distributions at NAV), was negative 28.15%. During that same period, the total return for the MSCI U.S. REIT Total Return Index (an unmanaged index of REIT common stocks) was negative 16.7% and the total return for the Merrill Lynch REIT Preferred Index (an unmanaged index of REIT preferred stocks) was negative 13.0%. We believe these two indices are relevant to us because our investments, excluding short term investments, as of December 31, 2007, included 54% REIT common stocks and 29% REIT preferred stocks. The S&P 500 Index (an unmanaged index published as Standard and Poor's Composite Index of 500 common stocks) total return for the year ended December 31, 2007 was 5.5%.

Our investment allocation to hotel and diversified REITs contributed positively to the Fund's performance in 2007. We benefited from our holdings in hotel REITs because of the high level of M&A activity that took place within this sector during the first half of 2007. The gains from M&A activity during the first half of the year also helped to offset losses experienced by the Fund when the general REIT market declined sharply in the second half of the year. Although we reduced our exposure to mortgage REITs during the year, our holdings in these companies also hurt our performance in 2007. At year end, mortgage REITs accounted for 0.2% of total assets. The Fund's performance during the year was also impacted by the cost of its ongoing litigation, which is expected to continue in 2008.

Recent Developments.     As I am writing this letter, continued turmoil in the credit markets is becoming a concern for our Fund. In particular, the market for auction rate securities seems to be experiencing a liquidity crisis. Although we believe our Fund's $28 million of auction rate preferred securities are well protected by asset coverage, the spill over effect from other auction rate securities may make it more difficult for our Fund to remarket these securities. If this occurs, the dividend rates we pay on our preferred securities may increase or we may be forced to substitute our outstanding preferred shares with less attractive forms of leverage. Any increase in the cost of leverage or decrease in the amount of leverage could adversely impact our performance and ability to maintain the current dividend rate paid to common shareholders in the future.

Thank you for your continued support. For more information, please view our website at www.rmrfunds.com .

Sincerely,

GRAPHIC

Adam D. Portnoy
President

February 20, 2008


21


RMR Hospitality and Real Estate Fund
December 31, 2007

    LOGO

Portfolio holdings by sub-sector as a percentage of investments
(as of December 31, 2007)*

 
   
 
Hospitality real estate   33 %
Health care real estate   15 %
Office real estate   12 %
Diversified real estate   11 %
Others, less than 10% each   28 %
Short term investments   1 %
   
 
Total investments   100 %
   
 
REITs   89 %
Other   10 %
Short term investments   1 %
   
 
Total investments   100 %
   
 

*
These percentages represent the Fund's portfolio holdings by sub-sector as a percentage of total portfolio holdings and do not match with the percentages included in the Portfolio of Investments schedule which represent the Fund's portfolio holdings by sub-sector as a percentage of the Fund's net assets.

22


RMR Hospitality and Real Estate Fund
Portfolio of Investments
– December 31, 2007


Company

  Shares

  Value


Common Stocks – 97.5%          
Real Estate Investment Trusts – 89.4%          
  Apartments – 3.9%          
    Apartment Investment & Management Co.   10,000   $ 347,300
    Associated Estates Realty Corp.   5,600     52,864
    BRE Properties, Inc.   6,000     243,180
    Equity Residential   8,000     291,760
    Essex Property Trust, Inc.   2,000     194,980
    Home Properties, Inc.   10,500     470,925
       
          1,601,009
  Diversified – 17.1%          
    CapLease, Inc.   41,404     348,622
    Colonial Properties Trust   55,900     1,265,017
    Cousins Properties, Inc.   10,000     221,000
    Franklin Street Properties Corp.   3,000     44,400
    iStar Financial, Inc.   6,000     156,300
    Lexington Corporate Properties Trust   128,800     1,872,752
    Liberty Property Trust   20,000     576,200
    Mission West Properties, Inc.   3,000     28,530
    National Retail Properties, Inc.   105,850     2,474,773
    Washington Real Estate Investment Trust   300     9,423
       
          6,997,017
  Health Care – 18.7%          
    HCP, Inc.   16,770     583,261
    Health Care REIT, Inc.   75,740     3,384,820
    LTC Properties, Inc.   10,000     250,500
    Medical Properties Trust, Inc.   36,020     367,044
    Nationwide Health Properties, Inc.   86,000     2,697,820
    OMEGA Healthcare Investors, Inc.   7,700     123,585
    Universal Health Realty Income Trust   7,600     269,344
       
          7,676,374
  Hospitality – 14.5%          
    Ashford Hospitality Trust, Inc.   140,000     1,006,600
    Entertainment Properties Trust   18,800     883,600
    FelCor Lodging Trust, Inc.   20,000     311,800
    Hersha Hospitality Trust   38,100     361,950
    Host Hotels & Resorts, Inc.   44,000     749,760
    LaSalle Hotel Properties   11,200     357,280
    Strategic Hotels & Resorts, Inc.   12,000     200,760
    Sunstone Hotel Investors, Inc.   23,000     420,670
    Supertel Hospitality, Inc.   267,130     1,640,178
       
          5,932,598
See notes to financial statements and notes to portfolio of investments.

23


  Industrial – 11.6%          
    AMB Property Corp.   1,000   $ 57,560
    DCT Industrial Trust, Inc.   16,600     154,546
    EastGroup Properties, Inc.   6,000     251,100
    First Industrial Realty Trust, Inc.   104,160     3,603,936
    ProLogis   11,000     697,180
       
          4,764,322
  Manufactured Homes – 0.4%          
    Sun Communities, Inc.   7,100     149,597
  Mortgage – 0.3%          
    JER Investors Trust, Inc.   10,000     107,700
  Office – 11.8%          
    American Financial Realty Trust   121,500     974,430
    Brandywine Realty Trust   49,400     885,742
    Corporate Office Properties Trust   11,500     362,250
    Douglas Emmett, Inc.   8,300     187,663
    Highwoods Properties, Inc.   45,000     1,322,100
    Mack-Cali Realty Corp.   8,000     272,000
    Parkway Properties, Inc.   22,200     820,956
       
          4,825,141
  Retail – 6.9%          
    Cedar Shopping Centers, Inc.   22,000     225,060
    Developers Diversified Realty Corp.   2,000     76,580
    Equity One, Inc.   3,000     69,090
    Glimcher Realty Trust   27,400     391,546
    Pennsylvania Real Estate Investment Trust   20,000     593,600
    Ramco-Gershenson Properties Trust   12,000     256,440
    Realty Income Corp.   27,200     734,944
    Simon Property Group, Inc.   3,000     260,580
    Tanger Factory Outlet Centers, Inc.   5,000     188,550
    Urstadt Biddle Properties, Inc.   2,900     44,950
       
          2,841,340
  Specialty – 2.2%          
    Getty Realty Corp.   34,000     907,120
  Storage – 2.0%          
    Extra Space Storage, Inc.   15,000     214,350
    Sovran Self Storage, Inc.   8,100     324,810
    U-Store-It Trust   29,100     266,556
       
          805,716
Total Real Estate Investment Trusts (Cost $38,312,883)         36,607,934
See notes to financial statements and notes to portfolio of investments.

24


  Other – 8.1%          
    Abingdon Investment, Ltd. (a)(b)   200,000   $ 1,592,000
    American Capital Strategies, Ltd.   3,500     115,360
    Brookfield Properties Corp.   5,000     96,250
    Iowa Telecommunication Services, Inc.   20,800     338,208
    MCG Capital Corp.   11,000     127,490
    Seaspan Corp.   33,400     817,966
    Wyndham Worldwide Corp. (c)   11,000     259,160
Total Other (Cost $3,748,315)         3,346,434
Total Common Stocks (Cost $42,061,198)         39,954,368
Preferred Stocks – 47.8%          
Real Estate Investment Trusts – 47.3%          
  Apartments – 1.2%          
    Apartment Investment & Management Co., Series U   24,000     502,080
  Diversified – 1.7%          
    Digital Realty Trust, Inc., Series A   15,000     337,650
    LBA Realty LLC, Series B   30,000     367,500
       
          705,150
  Health Care – 5.9%          
    Health Care REIT, Inc., Series F   40,000     884,400
    Health Care REIT, Inc., Series G   20,000     640,600
    LTC Properties, Inc., Series F   40,000     884,400
       
          2,409,400
  Hospitality – 28.9%          
    Ashford Hospitality Trust, Series A   46,000     862,500
    Ashford Hospitality Trust, Series D   70,000     1,330,000
    Eagle Hospitality Properties Trust, Inc., Series A(b)   28,000     350,000
    FelCor Lodging Trust, Inc., Series C   60,000     1,113,000
    Hersha Hospitality Trust, Series A   52,000     1,112,800
    Host Marriott Corp., Series E   100,000     2,510,000
    Innkeepers USA Trust, Series C   27,000     324,000
    LaSalle Hotel Properties, Series D   50,000     915,000
    LaSalle Hotel Properties, Series E   62,200     1,188,020
    LaSalle Hotel Properties, Series G   10,000     172,600
    Strategic Hotels & Resorts, Inc., Series A   10,000     187,800
    Strategic Hotels & Resorts, Inc., Series C   40,000     780,000
    Sunstone Hotel Investors, Inc., Series A   50,000     976,500
       
          11,822,220
See notes to financial statements and notes to portfolio of investments.

25


  Office – 7.8%          
    Alexandria Real Estate Equities, Inc., Series C   60,000   $ 1,575,000
    SL Green Realty Corp., Series D   70,000     1,599,500
       
          3,174,500
  Retail – 1.8%          
    Cedar Shopping Centers, Inc., Series A   32,000     752,000
Total Real Estate Investment Trusts (Cost $23,165,142)         19,365,350
  Other – 0.5%          
    Hilltop Holdings, Inc., Series A   9,600     212,880
Total Other (Cost $201,581)         212,880
Total Preferred Stocks (Cost $23,366,723)         19,578,230
Debt Securities – 12.0%          
  Hospitality – 12.0%          
    American Real Estate Partners LP, 8.125%, 06/01/2012 $   2,000,000     1,937,500
    FelCor Lodging LP, 8.50%, 06/01/2011 (d)   1,600,000     1,668,000
    Six Flags, Inc., 9.75%, 04/15/2013   1,760,000     1,320,000
Total Debt Securities (Cost $5,266,794)         4,925,500
Other Investment Companies – 8.1%          
    Alpine Total Dynamic Dividend Fund   36,600     620,370
    Cohen & Steers Premium Income Realty Fund, Inc.   16,962     249,511
    Cohen & Steers REIT and Preferred Income Fund, Inc.   14,500     274,050
    Eaton Vance Enhanced Equity Income Fund II   22,700     402,925
    LMP Real Estate Income Fund, Inc.   39,379     571,783
    Neuberger Berman Real Estate Securities Income Fund, Inc.   35,250     405,728
    Neuberger Berman Realty Income Fund, Inc.   22,500     355,950
    The Zweig Total Return Fund, Inc.   94,700     428,991
Total Other Investment Companies (Cost $4,090,809)         3,309,308
See notes to financial statements and notes to portfolio of investments.

26



 
Company

  Shares or
Principal Amount

  Value

 

 
Short-Term Investments – 1.3%            
  Other Investment Companies – 1.3%            
    Dreyfus Cash Management, Institutional Shares, 4.85% (e) (Cost $526,666)   526,666   $ 526,666  
Total Investments – 166.7% (Cost $75,312,190)         68,294,072  
Other assets less liabilities – 1.6%         663,322  
Preferred Shares, at liquidation preference – (68.3)%         (28,000,000 )
Net Assets applicable to common shareholders – 100%       $ 40,957,394  

Notes to Portfolio of Investments

(a)
144A securities. Securities restricted for resale to Qualified Institutional Buyers (3.9% of net assets). These securities are considered to be liquid.
(b)
As of December 31, 2007, the Fund held securities fair valued in accordance with policies adopted by the Board of Trustees, aggregating $1,942,000 and 2.84% of market value.
(c)
A hospitality company.
(d)
Also a Real Estate Investment Trust.
(e)
Rate reflects 7 day yield as of December 31, 2007.

See notes to financial statements.


27



RMR Hospitality and Real Estate Fund
Financial Statements

Statement of Assets and Liabilities


 
December 31, 2007

   
 

 
Assets        
  Investments in securities, at value (cost $75,312,190)   $ 68,294,072  
  Cash     984  
  Dividends and interest receivable     1,242,386  
   
 
    Total assets     69,537,442  
   
 
Liabilities        
  Distributions payable – common shares     310,625  
  Legal expenses payable     99,047  
  Advisory fee payable     36,227  
  Distributions payable – preferred shares     28,851  
  Accrued expenses and other liabilities     116,279  
   
 
    Total liabilities     591,029  
   
 
Preferred shares, at liquidation preference        
  Auction preferred shares, Series Th;
$.001 par value per share; 1,120 shares issued and
outstanding at $25,000 per share liquidation preference
    28,000,000  
   
 
Net assets attributable to common shares   $ 40,946,413  
   
 
Composition of net assets        
  Common shares, $.001 par value per share;
unlimited number of shares authorized,
2,485,000 shares issued and outstanding
  $ 2,485  
  Additional paid-in capital     46,967,809  
  Accumulated net realized gain on investment transactions     994,237  
  Net unrealized depreciation on investments     (7,018,118 )
   
 
Net assets attributable to common shares   $ 40,946,413  
   
 
Net asset value per share attributable to common shares
(based on 2,485,000 common shares outstanding)
  $ 16.48  
   
 

See notes to financial statements.


28



RMR Hospitality and Real Estate Fund
Financial Statements
– continued

Statement of Operations


 
For the Year Ended December 31, 2007

   
 

 
Investment Income        
  Dividends (Cash distributions, net of capital gain ($2,163,301)
and return of capital ($632,360) distributions, received or due,
net of foreign taxes withheld of $210)
  $ 4,084,034  
  Interest     589,470  
   
 
    Total investment income     4,673,504  
   
 
Expenses        
  Legal     2,067,995  
  Advisory     727,355  
  Administrative     108,000  
  Preferred share remarketing     70,568  
  Audit     61,620  
  Custodian     55,198  
  Trustees' fees and expenses     49,431  
  Shareholder reporting     40,013  
  Compliance and internal audit     29,725  
  Excise Tax     26,000  
  Other     84,284  
   
 
    Total expenses     3,320,189  
  Less: expense waived by the Advisor     (213,928 )
   
 
    Net expenses     3,106,261  
   
 
      Net investment income     1,567,243  
   
 
Realized and unrealized gain (loss) on investments        
  Net realized gain on investments     1,434,411  
  Net increase from payments by affiliates     1,036  
  Net change in unrealized appreciation/(depreciation) on investments     (18,455,574 )
   
 
  Net realized and unrealized loss on investments     (17,020,127 )
   
 
  Distributions to preferred shareholders from net investment income     (318,275 )
  Distributions to preferred shareholders from net realized gain on investments     (1,138,397 )
   
 
    Net decrease in net assets attributable to common shares resulting from operations   $ 16,909,556  
   
 

See notes to financial statements.


29



RMR Hospitality and Real Estate Fund

Financial Statements
– continued

Statements of Changes in Net Assets


 
 
  Year Ended
December 31,
2007

  Year Ended
December 31, 2006

 

 
Increase (decrease) in net assets resulting from operations              
  Net investment income   $ 1,567,243   $ 2,673,464  
  Net realized gain on investments     1,434,411     6,418,390  
  Net increase from payments by affiliates     1,036      
  Net change in unrealized appreciation/(depreciation) on investments     (18,455,574 )   5,902,770  
  Distributions to preferred shareholders from:              
    Net investment income     (318,275 )   (748,592 )
    Net realized gain on investments     (1,138,397 )   (579,000 )
   
 
 
      Net increase (decrease) in net assets attributable to common shares resulting from operations     909,556     13,667,032  
   
 
 
  Distributions to common shareholders from:              
    Net investment income     (1,274,968 )   (2,101,833 )
    Net realized gains on investments     (5,186,032 )   (1,625,667 )
   
 
 
    Total increase (decrease) in net assets attributable to net assets     (23,359,575 )   9,939,532  
Net assets attributable to common shares              
  Beginning of year     64,316,969     54,377,437  
   
 
 
  End of year   $ 40,946,413   $ 64,316,969  
   
 
 
Common shares issued and repurchased              
  Shares outstanding, beginning of year     2,485,000     2,485,000  
    Shares issued          
   
 
 
  Shares outstanding, end of year     2,485,000     2,485,000  
   
 
 

See notes to financial statements.


30



RMR Hospitality and Real Estate Fund

Financial Highlights

Selected Data For A Common Share Outstanding Throughout Each Period


 
 
  Year Ended
December 31,
2007

  Year Ended
December 31,
2006

  Year Ended
December 31,
2005

  For the
Period
April 27,
2004(a) to
December 31, 2004

 

 
Per Common Share Operating Performance (b)                          
Net asset value, beginning of period   $ 25.88   $ 21.88   $ 22.94   $ 19.28 (c)
   
 
 
 
 
Income from Investment Operations                          
Net investment income (d)(e)     0.63     1.08     1.13     .71  
Net realized and unrealized appreciation/(depreciation) on investments (e)     6.84     4.95     (.19 )   3.95  
Distributions to preferred shareholders (common stock equivalent basis) from:                          
  Net investment income (e)     (.13 )   (.30 )   (.16 )   (.06 )
  Net realized gain on investments (e)     (.46 )   (.23 )   (.11 )   (.01 )
   
 
 
 
 
Net increase (decrease) in net asset value from operations     (6.80 )   5.50     .67     4.59  
Less: Distributions to common shareholders from:                          
  Net investment income (e)     0.51     (.85 )   (.96 )   (.65 )
  Net realized gain on investments (e)     (2.09 )   (.65 )   (.65 )   (.10 )
Common share offering costs charged to capital                 (.04 )
Preferred share offering costs charged to capital             (.12 )   (.14 )
   
 
 
 
 
Net asset value, end of period   $ 16.48   $ 25.88   $ 21.88   $ 22.94  
   
 
 
 
 
Market price, beginning of period   $ 22.95   $ 18.21   $ 19.98   $ 20.00  
   
 
 
 
 
Market price, end of period   $ 14.38   $ 22.95   $ 18.21   $ 19.98  
   
 
 
 
 
Total Return (f)(g)                          
Total investment return based on:                          
  Market price (h)     (28.11 )%   35.54 %   (0.73 )%   3.93 %
  Net asset value (h)     (28.15 )%   25.89 %   2.54 %   23.16 %
Ratios/Supplemental Data:                          
Ratio to average net assets attributable to common shares of:                    
  Net investment income, before total preferred share distributions (d)(e)     2.72 %   4.50 %   5.04 %   4.96% (i)
  Total preferred share distributions     2.53 %   2.23 %   1.20 %   0.50% (i)
  Net investment income, net of preferred share distributions (d)(e)     0.19 %   2.27 %   3.84 %   4.46% (i)
  Expenses, net of fee waivers     5.40 %   3.13 %   1.80 %   1.86% (i)
  Expenses, before fee waivers     5.77 %   3.49 %   2.14 %   2.18% (i)
Portfolio Turnover Rate     41.36 %   45.70 %   23.95 %   20.83 %
Net assets attributable to common shares, end of period (000s)   $ 40,946   $ 64,317   $ 54,377   $ 57,005  
Preferred shares, liquidation preference ($25,000 per share) (000s)   $ 28,000   $ 28,000   $ 28,000   $ 17,000  
Asset coverage per preferred share (j)   $ 61,569   $ 82,426   $ 73,551   $ 108,830  
(a)
Commencement of operations.
(b)
Based on average shares outstanding.
(c)
Net asset value at April 27,2004, reflects the deduction of the average sales load and offering costs of $0.72 per share paid by the holders of common shares from the $20.00 offering price. We paid a sales load and offering cost of $0.90 per share on 2,000,000 common shares sold to the public and no sales load or offering costs on 480,000 common shares sold to affiliates of RMR Advisors for $20 per share.
(d)
Amounts are net of expenses waived by RMR Advisors.
(e)
As discussed in Note A (6) to the financial statements, a portion of the distributions we received on our investments are not included in investment income for financial reporting purposes.
(f)
The impact of the net increase in payments by affiliates is less than $0.005/share.
(g)
Total returns for periods of less than one year are not annualized.
(h)
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 RMR Advisors had not contractually waived a portion of its investment advisory fee.
(i)
Annualized.
(j)
Asset coverage per share equals net assets attributable to common shares plus the liquidation preference of the preferred shares divided by the total number of preferred shares outstanding at the end of the period.

See notes to financial statements.


31



RMR Hospitality and Real Estate Fund
Notes to Financial Statements

December 31, 2007

Note A

(1)  Organization

RMR Hospitality and Real Estate Fund, or the Fund, was organized as a Massachusetts business trust on January 27, 2004, and is registered under the Investment Company Act of 1940, as amended, or the 1940 Act, as a diversified closed-end management investment company. The Fund had no operations until April 27, 2004, other than matters relating to the Fund's establishment and registration of the Fund's common shares under the Securities Act of 1933.

(2)  Use of Estimates

Preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires the Fund's management to make estimates and assumptions that may affect the amounts reported in the financial statements and related notes. The actual results could differ from these estimates.

(3)  Portfolio Valuation

Investment securities of the Fund are valued at the latest sales price whenever that price is readily available on that day; securities for which no sales were reported on that day, unless otherwise noted, are valued at the last available bid price on that day. Securities traded primarily on the NASDAQ Stock Market, or NASDAQ, are normally valued by the Fund at the NASDAQ Official Closing Price, or NOCP, provided by NASDAQ each business day. The NOCP is the most recently reported price as of 4:00:02 p.m., eastern time, unless that price is outside the range of the "inside" bid and asked prices (i.e., the bid and asked prices that dealers quote to each other when trading for their own accounts); in that case, NASDAQ will adjust the price to equal the inside bid or asked price, whichever is closer. Some fixed income securities may be valued using pricing provided by a pricing service. Any of the Fund's securities which are not readily marketable, which are not traded or which have other characteristics of illiquidity are valued by the Fund at fair value as determined in good faith under the supervision of the Fund's board of trustees. Numerous factors may be considered when determining fair value of a security, including cost at date of purchase, type of security, the nature and duration of restrictions on disposition of the security and whether the issuer of the security being fair valued has other securities of the same type outstanding. Short term debt securities with less than 60 days until maturity may be valued at cost, which when combined with interest accrued, approximates market value.

(4)  Securities Transactions and Investment Income

Securities transactions are recorded on a trade date basis. Dividend income is recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, including accretion of original issue discount, where applicable, and accretion of discount on short term investments, is recorded on the accrual basis. Realized gains and losses from securities transactions are recorded on an identified cost basis.

(5)  Taxes

The Fund has qualified and intends to qualify in the future as a "regulated investment company" and to comply with the applicable provisions of subchapter M of the Internal Revenue Code of 1986, as amended, so that it will generally not be subject to federal income tax. However, the Fund may be subject to a 4% excise tax to the extent the Fund does not distribute substantially all taxable earnings.


32


Some foreign governments may subject the Fund's investment income and securities sales to withholding or other taxes. For the year ended December 31, 2007, $210 of foreign taxes have been withheld from distributions to the Fund and recorded as a reduction of dividend income.

(6)  Distributable Earnings

The Fund earns income, net of expenses, daily on its investments. It is the policy of the Fund to pay a stable distribution amount to common shareholders on a monthly basis and distributions to Fund shareholders are declared pursuant to this policy. On December 12, 2007, the Fund declared distributions of $0.125 per common share payable in January, February and March 2008. The Fund paid the January distribution on January 31, 2008. Distributions to shareholders are recorded on the ex-dividend date. The Fund's distributions may consist of ordinary income (net investment income and short term capital gains), long term capital gains and return of capital. To the extent the Fund's net realized capital gains, if any, can be offset by capital loss carry-forwards, it is the policy of the Fund not to distribute such gains. Distributions to preferred shareholders are determined as described in Note D.

The Fund has substantial investments in real estate investment trusts, or REITs, which are generally not subject to federal income taxes. Distributions that the Fund receives from REITs can be classified as ordinary income, capital gain income or return of capital by the REITs that make these distributions to the Fund. The Fund has excluded from its investment income the portions of the distributions received from REITs classified by those REITs as capital gain income and return of capital. The Fund has included in its "net realized gain on investments" that portion of the distributions received from REITs that is classified by those REITs as capital gain income. Similarly, the Fund has credited its "net change in unrealized appreciation on investments" with that portion of the distributions received from REITs that is classified by those REITs as return of capital. The classification of distributions received from the Fund's investments were as follows:

 
  Year Ended
December 31,
2007

  Year ended
December 31,
2006

Ordinary income   $ 4,084,034   $ 3,754,791
Capital gain income     2,163,301     1,114,453
Return of capital     632,360     807,737
   
 
Total distributions received   $ 6,879,695   $ 5,676,981
   
 

The Fund distinguishes between distributions to shareholders on a tax basis and a financial reporting basis. Only distributions in excess of accumulated tax basis earnings and profits are reported in the financial statements as a tax return of capital. Differences in the recognition or classification of income between the financial statements and tax earnings and profits which result in temporary over distributions for financial statement purposes are classified as distributions in excess of net investment income or accumulated net realized gains in the components of net assets on the Statement of Assets and Liabilities.


33



The tax character of distributions made by the Fund during the years ended December 31, 2007 and December 31, 2006, were as follows:

 
  Year ended
December 31, 2007

  Year ended
December 31, 2006

Ordinary income   $ 1,698,625   $ 3,356,410
Net long term capital gains     6,219,047     1,698,682
   
 
    $ 7,917,672   $ 5,055,092
   
 

As of December 31, 2007, the components of distributable earnings on a federal income tax basis were as follows:

Undistributed ordinary income   $  
Undistributed net long-term capital gains     1,003,638  
Net unrealized appreciation/(depreciation)     (7,028,072 )

The differences between the financial reporting basis and tax basis of undistributed net long term capital gains and net unrealized appreciation/depreciation are due to wash sales of portfolio investments.

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation as of December 31, 2007, are as follows:

Cost   $ 75,322,144  
   
 
Gross unrealized appreciation   $ 4,548,969  
Gross unrealized depreciation     (11,577,041 )
   
 
Net unrealized appreciation/(depreciation)   $ (7,028,072 )
   
 

(7)  Concentration of Risk

Under normal market conditions, the Fund's investments are concentrated in income producing common shares, preferred shares and debt securities, including convertible preferred and debt securities, issued by hospitality and real estate companies and REITs. The value of Fund shares may fluctuate more than the shares of a fund not concentrated in the hospitality and real estate industries due to economic, legal, regulatory, technological or other developments affecting the United States hospitality and real estate industries.

(8)  Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board, or FASB, issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109", or FIN 48. FIN 48 was effective for the fiscal years beginning after December 15, 2006. The Securities and Exchange Commission delayed the application of FIN 48 to open and closed end funds to not later than June 29, 2007. FIN 48 prescribes how the Fund should recognize, measure and present in the Fund's financial statements uncertain tax provisions that have been taken or expected to be taken in a tax return. Pursuant to FIN 48 the Fund can recognize a tax benefit only if it is "more likely than not" that a particular tax position will be sustained upon examination or audit. To the extent the "more likely than not" standard has been satisfied the benefits


34


associated with a tax position is measured as the largest amount that is greater than 50% likely of being realized upon settlement. As required, the Fund has adopted FIN 48 effective June 29, 2007, and concluded that the effect is not material to its financial statements. Each of the tax years in the three year period ended December 31, 2007, remains subject to examination by the Internal Revenue Service.

In September 2006, FASB issued Statement of Accounting Standards No. 157, "Fair Value Measurements", or SFAS 157, which is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands required disclosures about fair value measurements. Management has evaluated the application of the Statement to the Fund, and believes the impact will be limited to expanded financial statement disclosures.

Note B

Advisory and Administration Agreements and Other Transactions with Affiliates

The Fund has an advisory agreement with RMR Advisors, Inc., or RMR Advisors, to provide the Fund with a continuous investment program, to make day-to-day investment decisions and to generally manage the business affairs of the Fund in accordance with its investment objectives and policies. Pursuant to the agreement, RMR Advisors is compensated at an annual rate of 0.85% of the Fund's average daily managed assets. Managed assets means the total assets of the Fund less liabilities other than any indebtedness entered into for purposes of leverage. For purposes of calculating managed assets, the liquidation preference of preferred shares is not considered a liability.

RMR Advisors has contractually agreed to waive a portion of its annual fee equal to 0.25% of the Fund's average daily managed assets from April 27, 2004 until April 27, 2009. The Fund incurred net advisory fees of $513,427 during the year ended December 31, 2007. The amount of fees waived by the Advisor was $213,928 for the year ended December 31, 2007.

RMR Advisors, and not the Fund, has contractually agreed to pay the lead underwriter of the Fund's initial public offering, an annual fee equal to 0.15% of the Fund's managed assets. This fee is paid quarterly in arrears during the term of RMR Advisors' advisory agreement and is paid by RMR Advisors, not the Fund. The aggregate fees paid pursuant to the contract plus reimbursement of legal expenses of the underwriters in that offering will not exceed 4.5% of the total price of the common shares in the initial public offering.

RMR Advisors also performs administrative functions for the Fund pursuant to an administration agreement with the Fund. RMR Advisors has entered into a subadministration agreement with State Street Bank and Trust Company, or State Street, to perform substantially all Fund accounting and other administrative services. Under the administration agreement, RMR Advisors is entitled to reimbursement of the cost of providing administrative services. The Fund reimbursed RMR Advisors for $108,000 of subadministrative fees charged by State Street for the year ended December 31, 2007.

Each trustee who is not a director, officer or employee of RMR Advisors and who is not an "interested person" of the Fund as defined under the 1940 Act is considered to be a "disinterested trustee". Disinterested trustees are each paid by the Fund an annual fee plus fees for board and committee meetings. The Fund incurred $49,431 of trustee fees and expenses during the year ended December 31, 2007.

The Fund's board of trustees and separately the disinterested trustees authorized the Fund to make reimbursement payments to RMR Advisors for costs related to the Fund's compliance and internal audit programs. The


35



Fund incurred $29,725 of compliance and internal audit expense during the year ended December 31, 2007. The Fund also participates in pooled insurance programs with RMR Advisors and other funds managed by RMR Advisors and makes payments of allocated portions of related premiums. The Fund incurred $15,409 of insurance expense during the year ended December 31, 2007.

During the year ended December 31, 2007, RMR Advisors reimbursed the Fund in the amount of $1,036 for trading losses incurred by the Fund due to a trading error.

Note C

Securities Transactions

During the year ended December 31, 2007, there were purchases and sales transactions (excluding short term securities) of $34,545,060 and $38,735,180 respectively. Brokerage commissions on securities transactions amounted to $48,251 during the year ended December 31, 2007.

Note D

Preferred Shares

The Fund's 1,120 outstanding Series Th auction preferred shares have a liquidation preference of $25,000 per share plus an amount equal to accumulated but unpaid distributions. The preferred shares are senior to the Fund's common shares and rank on parity with any other class or series of preferred shares of the Fund as to the payment of periodic distributions, including distribution of assets upon liquidation. If the Fund does not timely cure a failure to (1) maintain asset coverage for the preferred shares as required by rating agencies, or (2) maintain asset coverage, as defined in the 1940 Act, of at least 200%, the preferred shares will be subject to redemption in an amount equal to their liquidation preference plus accumulated but unpaid distributions. The holders of the preferred shares have voting rights equal to the holders of the Fund's common shares and generally vote together with the holders of the common shares as a single class. Holders of the preferred shares, voting as a separate class, also are entitled to elect two of the Fund's trustees. The Fund pays distributions on the preferred shares at a rate set at auctions held generally every seven days. Distributions are generally payable every seven days, on the first business day following the end of a distribution period. The preferred share distribution rate was 5.30% per annum as of December 31, 2007.

Note E

Litigation and Legal Fees

The Fund is involved in litigation with Bulldog Investors General Partnership, a hedge fund controlled by Mr. Phillip Goldstein and various affiliated entities and persons (collectively Bulldog). The purpose of this litigation is to enforce provisions of the Fund's organizational documents which limit ownership of the Fund and that appear to have been intentionally violated by Bulldog and to recover damages from Bulldog arising from its unfair business practices. This litigation was begun by the Fund in November 2006 after extended correspondence with Bulldog. Bulldog commenced a proxy contest to elect Mr. Goldstein and another Bulldog affiliate at the Fund's 2007 annual meeting and to promote various shareholder proposals; Bulldog's nominees were not elected and its proposals were not adopted at the 2007 annual meeting in March 2007. In May 2007, Bulldog's motion to dismiss the pending litigation was denied by the Massachusetts Superior


36



Court. In September 2007, Bulldog's motion to remove the litigation to the federal courts was denied. In June 2007, the Fund amended its litigation against Bulldog to seek recovery of its expenses incurred in connection with Bulldog's activities. Bulldog has recently filed another motion to dismiss which the Fund is opposing. In July 2007, Bulldog made a demand upon the Fund's board of trustees pursuant to the Massachusetts Universal Demand Statute which appeared to be a prelude to a possible derivative action against the Fund or its trustees. The Fund's independent trustees investigated Bulldog's allegations and found them to be without merit. During the year ended December 31, 2007, the Fund incurred approximately $1,958,751 of expense in connection with the Bulldog litigation and related matters.


37


Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders
of RMR Hospitality and Real Estate Fund:

We have audited the accompanying statement of assets and liabilities of RMR Hospitality and Real Estate Fund (the "Fund"), including the portfolio of investments, as of December 31, 2007, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2007, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the RMR Hospitality and Real Estate Fund at December 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

SIGNATURE

Boston, Massachusetts
February 21, 2008


38


RMR F.I.R.E. Fund
December 31, 2007


 

 

 
    LOGO

To our shareholders,

In the pages that follow, you will find data summarizing our financial results for the year ended December 31, 2007, and our financial position as of December 31, 2007.

Relevant Market Conditions

Financial Services Industry Fundamentals.     At the beginning of 2007, the world financial markets were awash with liquidity. The first indications of problems in the financial markets occurred in early 2007 when the subprime mortgage crisis began to emerge. By mid-year, the problems in the subprime mortgage markets had spread and led to a widespread liquidity and credit crisis that was felt across the global financial markets. By late 2007, banks started reporting large write-offs related to investments in subprime mortgages, structured investment vehicles and derivatives tied to a falling housing market. This led further to reductions in dividends on securities issued by many financial services companies.

As the crisis continued to unfold in late 2007, the U.S. Federal Reserve Bank along with other countries' central banks injected liquidity into financial markets. By year-end, the Fed had cut interest rates three times for a total of one percentage point. We believe the aggressive rate cuts by the Fed may prevent the U.S. economy from falling into a recession in 2008. However, the financial services sector will have a hard time, in our view, avoiding an earnings recession in 2008.

Real Estate Industry Fundamentals.     During 2007, commercial real estate vacancy rates generally remained stable and rents increased modestly. Nevertheless, earnings growth from commercial real estate companies began to slow in 2007 compared to prior years because of a general slowdown in the economy. The combination of an economic slowdown, investors concerns relating to weakness in the housing market and credit tightening by lenders led to a sharp decline in valuations for all publicly traded commercial real estate companies in the second half of 2007. Almost all real estate investment trusts, or REITs, experienced a sharp drop in value in the second half of 2007 because of investors concerns regarding any company involved in the real estate business. Furthermore, some REITs that had exposure to subprime mortgages filed for bankruptcy and the value of their securities became essentially worthless after they stopped paying dividends.

In 2008, we expect commercial real estate fundamentals may weaken because of slower economic growth and lower consumer and business confidence. However, higher construction costs and tighter credit markets may limit new supply of commercial real estate and help offset some of the anticipated slowdown in commercial real estate fundamentals. Before the end of 2008, we expect that valuations of REITs that invest directly in commercial real estate may improve in reaction to the sharp decline in their stock prices at the end of 2007 and in early 2008.


39



Real Estate Industry Technicals.     After seven years of positive returns, REITs, as measured by the MSCI U.S. REIT Index (RMS) finished 2007 down 16.7%, marking one of the sector's worst performances ever. Last year was also one of the most volatile years for REITs. During the year, the RMS posted eight of the biggest one day moves since its inception in 1995. Between March and the end of 2007, investors withdrew more than $9 billion from dedicated REIT funds.

Fund Strategies, Techniques and Performance

Our investment objective is to provide high total returns to our common shareholders through a combination of capital appreciation and current income. There can be no assurance that we will achieve our investment objective.

During 2007, our total return on net asset value, or NAV (including NAV changes and assuming a hypothetical reinvestment of distributions at NAV), was negative 39.4%. During the same period the S&P 500 Financial Sector Index (an unmanaged index of financial services common stocks) total return negative 18.0%, the total return for the MSCI U.S. REIT Total Return Index (an unmanaged index of REIT common stocks) was negative 16.7% and negative 13.0%. We believe these three indices are relevant to us because our investments, excluding short term investments, as of December 31, 2007, included 18% financial services stocks, 38% REIT common stocks and 35% REIT preferred stocks. The S&P 500 Index (an unmanaged index published as Standard and Poor's Composite Index of 500 common stocks) total return for 2007 was 5.5%.

In 2007, the Fund experienced a significant decline in NAV and income earned from its investments. The Fund's negative performance was primarily because of its concentrations in bank stocks and mortgage REITs, both of which significantly declined in value. Unless market conditions improve significantly, in the coming year the Fund may be forced to reduce its dividend payment rate to adjust for its decline in earnings. Under these circumstances, the Fund may also consider other actions to reduce its expenses and enhance value for shareholders.

Recent Developments.     As I am writing this letter, continued turmoil in the credit markets is becoming a concern for our Fund. In particular, the market for auction rate securities seems to be experiencing a liquidity crisis. Although we believe our Fund's $16 million of auction rate preferred securities are well protected by asset coverage, the spill over effect from other auction rate securities may make it more difficult for our Fund to remarket these securities. If this occurs, the dividend rates we pay on our preferred securities may increase or we may be forced to substitute our outstanding preferred shares with less attractive forms of leverage. Any increase in the cost of leverage or decrease in the amount of leverage could adversely impact our performance and may lead to a reduction in the dividend rate paid to common shareholders in the future.

Thank you for your continued support. For more information, please view our website at www.rmrfunds.com .

Sincerely,

GRAPHIC

Adam D. Portnoy
President

February 20, 2008


40


RMR F.I.R.E. Fund
December 31, 2007

    LOGO

Portfolio holdings by sub-sector as a percentage of investments
(as of December 31, 2007) *

Banks & Thrifts   12 %
Other Financial Services   6 %
Hospitality REITs   13 %
Healthcare REITs   12 %
Diversified REITs   11 %
Other REITs less than 10%   36 %
Other   9 %
Short term investments   1 %
   
 
  Total investments   100 %
   
 

Real Estate

 

73

%
Financial Services   18 %
Other   8 %
Short term investments   1 %
   
 
  Total investments   100 %
   
 

*
These percentages represent the Fund's portfolio holdings by sub-sector as a percentage of total portfolio holdings and do not match with the percentages included in the Portfolio of Investments schedule which represent the Fund's portfolio holdings by sub-sector as a percentage of the Fund's total net assets.

41



 
Company

  Shares

  Value

 

 
Common Stocks – 104.1%            
Financial Services – 28.3%            
  Banks – 12.5%            
    Bank of America Corp.   10,000   $ 412,600  
    Cullen/Frost Bankers, Inc.   3,000     151,980  
    Fifth Third Bancorp   3,000     75,390  
    First Commonwealth Financial Corp.   28,000     298,200  
    First Horizon National Corp.   11,400     206,910  
    Firstmerit Corp.   12,800     256,128  
    FNB Corp.   28,500     418,950  
    KeyCorp   7,000     164,150  
    National City Corp.   12,400     204,104  
    Regions Financial Corp.   4,000     94,600  
    Trustco Bank Corp. NY   23,400     232,128  
    U.S. Bancorp   1,000     31,740  
       
 
          2,546,880  
  Thrifts – 8.7%            
    Beverly Hills Bancorp, Inc.   58     296  
    Capitol Federal Financial   9,605     297,755  
    Flagstar Bancorp, Inc.   25,000     174,250  
    IndyMac Bancorp, Inc.   5,500     32,725  
    New York Community Bancorp, Inc.   72,200     1,269,276  
       
 
          1,774,302  
  Other Financial Services – 7.1%            
    American Capital Strategies, Ltd.   2,000     65,920  
    Centerline Holding Co.   44,200     336,804  
    Fannie Mae   13,000     519,740  
    Friedman Billings Ramsey Group, Inc. *   54,000     169,560  
    MCG Capital Corp.   32,000     370,880  
       
 
          1,462,904  
Total Financial Services (Cost $9,820,427)         5,784,086  
Real Estate – 68.9%            
  Apartments – 5.1%            
    AvalonBay Communities, Inc. *   3,000     282,420  
    BRE Properties, Inc. *   4,000     162,120  
    Home Properties, Inc. *   300     13,455  
    Mid-America Apartment Communities, Inc. *   9,600     410,400  
    UDR, Inc. *   9,000     178,650  
       
 
          1,047,045  
See notes to financial statements and notes to portfolio of investments.  

42


  Diversified – 13.7%            
    CapLease, Inc. *   15,000   $ 126,300  
    Colonial Properties Trust *   15,780     357,102  
    Cousins Properties, Inc. *   6,900     152,490  
    DuPont Fabros Technology, Inc. *   2,500     49,000  
    Franklin Street Properties Corp. *   3,000     44,400  
    iStar Financial, Inc. *   16,000     416,800  
    Lexington Corporate Properties Trust *   56,400     820,056  
    Meruelo Maddux Properties, Inc. (a)   3,100     12,400  
    National Retail Properties, Inc. *   35,350     826,483  
       
 
          2,805,031  
  Health Care – 16.5%            
    Care Investment Trust, Inc. *   8,550     91,827  
    HCP, Inc. *   16,850     586,043  
    Health Care REIT, Inc. *   20,904     934,200  
    Healthcare Realty Trust, Inc. *   18,500     469,715  
    LTC Properties, Inc. *   5,000     125,250  
    Medical Properties Trust, Inc. *   24,365     248,279  
    Nationwide Health Properties, Inc. *   26,400     828,168  
    OMEGA Healthcare Investors, Inc. *   5,000     80,250  
       
 
          3,363,732  
  Hospitality – 3.9%            
    Ashford Hospitality Trust, Inc. *   51,000     366,690  
    Host Hotels & Resorts, Inc. *   10,000     170,400  
    LaSalle Hotel Properties *   5,400     172,260  
    Sunstone Hotel Investors, Inc. *   5,000     91,450  
       
 
          800,800  
  Industrial – 7.1%            
    DCT Industrial Trust, Inc. *   5,200     48,412  
    First Industrial Realty Trust, Inc. *   40,200     1,390,920  
       
 
          1,439,332  
  Manufactured Homes – 2.8%            
    Sun Communities, Inc. *   27,000     568,890  
See notes to financial statements and notes to portfolio of investments.  

43


  Mortgage – 5.0%            
    Alesco Financial, Inc. *   142,400   $ 467,072  
    Anthracite Capital, Inc. *   15,000     108,600  
    JER Investors Trust, Inc. *   10,000     107,700  
    Newcastle Investment Corp. *   26,500     343,440  
       
 
          1,026,812  
  Office – 9.3%            
    American Financial Realty Trust *   119,000     954,380  
    Boston Properties, Inc. *   2,000     183,620  
    Brookfield Properties Corp.   5,000     96,250  
    Parkway Properties, Inc. *   300     11,094  
    SL Green Realty Corp. *   7,000     654,220  
       
 
          1,899,564  
  Retail – 3.9%            
    CBL & Associates Properties, Inc. *   3,000     71,730  
    Developers Diversified Realty Corp. *   3,000     114,870  
    Equity One, Inc. *   3,000     69,090  
    Feldman Mall Properties, Inc. *   5,000     18,450  
    Glimcher Realty Trust *   19,300     275,797  
    Realty Income Corp. *   200     5,404  
    Simon Property Group, Inc. *   2,000     173,720  
    Tanger Factory Outlet Centers, Inc. *   2,000     75,420  
       
 
          804,481  
  Specialty – 1.2%            
    Getty Realty Corp. *   4,000     106,720  
    Resource Capital Corp. *   15,588     145,124  
       
 
          251,844  
  Storage – 0.4%            
    U-Store-It Trust *   8,900     81,524  
Total Real Estate (Cost $18,078,547)         14,089,055  
  Other – 6.9%            
    Abingdon Investment, Ltd. (b)(c)   100,000     796,000  
    Iowa Telecommunication Services, Inc.   37,500     609,750  
Total Other (Cost $1,631,150)         1,405,750  
Total Common Stocks (Cost $29,530,124)         21,278,891  
See notes to financial statements and notes to portfolio of investments.  

44


Preferred Stocks – 69.6%            
Real Estate – 65.1%            
  Apartments – 12.5%            
    Apartment Investment & Management Co., Series U *   32,500   $ 679,900  
    Apartment Investment & Management Co., Series V *   27,700     568,681  
    Apartment Investment & Management Co., Series Y *   65,000     1,301,950  
       
 
          2,550,531  
  Diversified – 6.9%            
    Cousins Properties, Inc., Series B *   20,000     411,800  
    Digital Realty Trust, Inc., Series A *   20,000     450,200  
    LBA Realty LLC, Series B *   45,000     551,250  
       
 
          1,413,250  
  Health Care – 5.2%            
    Health Care REIT, Inc., Series F *   26,900     594,759  
    OMEGA Healthcare Investors Inc., Series D *   19,000     470,630  
       
 
          1,065,389  
  Hospitality – 20.3%            
    Ashford Hospitality Trust, Series D *   32,000     608,000  
    Eagle Hospitality Properties Trust, Inc., Series A * (c)   14,000     175,000  
    Entertainment Properties Trust, Series B *   40,000     832,000  
    Equity Inns, Inc., Series B * (c)   50,000     650,000  
    FelCor Lodging Trust, Inc., Series C *   64,000     1,187,200  
    Host Marriott Corp., Series E *   10,000     251,000  
    Strategic Hotels & Resorts, Inc., Series A *   10,000     187,800  
    Strategic Hotels & Resorts, Inc., Series B *   13,700     263,725  
       
 
          4,154,725  
  Manufactured Homes – 0.7%            
    Hilltop Holdings, Inc., Series A   6,900     153,007  
  Mortgage – 6.2%            
    Anthracite Capital, Inc., Series D *   6,000     94,800  
    Gramercy Capital Corp., Series A *   20,000     394,000  
    HomeBanc Corp., Series A *   10,000     700  
    MFA Mortgage Investments, Inc., Series A *   13,800     333,546  
    RAIT Investment Trust, Series B *   20,300     261,870  
    Thornburg Mortgage, Inc., Series C *   10,000     172,500  
       
 
          1,257,416  
  Office – 4.1%            
    Alexandria Real Estate Equities, Inc., Series C *   31,600     829,500  
See notes to financial statements and notes to portfolio of investments.  

45


  Retail – 9.2%            
    CBL & Associates Properties, Inc., Series D *   10,000   $ 196,000  
    Glimcher Realty Trust, Series F *   26,500     544,575  
    Glimcher Realty Trust, Series G *   41,000     783,100  
    Taubman Centers, Inc., Series G *   15,000     354,750  
       
 
          1,878,425  
Total Real Estate (Cost $17,659,670)         13,302,243  
Financial Services – 4.5%            
    Corts-UNUM Provident Financial Trust   38,000     926,820  
Total Financial Services (Cost $982,300)         926,820  
Total Preferred Stocks (Cost $18,641,970)         14,229,063  
Other Investment Companies – 10.9%            
    Alpine Total Dynamic Dividend Fund   29,960     507,822  
    Cohen & Steers Premium Income Realty Fund, Inc.   13,350     196,379  
    Cohen & Steers REIT and Preferred Income Fund, Inc.   8,000     151,200  
    Cornerstone Strategic Value Fund, Inc.   32,528     163,941  
    Eaton Vance Enhanced Equity Income Fund II   13,100     232,525  
    LMP Real Estate Income Fund, Inc.   12,411     180,208  
    Neuberger Berman Real Estate Securities Income Fund, Inc.   16,200     186,462  
    Neuberger Berman Realty Income Fund, Inc.   20,800     329,056  
    The Zweig Total Return Fund, Inc.   60,850     275,650  
Total Other Investment Companies (Cost $2,878,564)         2,223,243  
Short-Term Investments – 2.1%            
  Other Investment Companies – 2.1%            
    Dreyfus Cash Management, Institutional Shares, 4.85% (D) (Cost $426,273)   426,273     426,273  
Total Investments – 186.7% (Cost $51,476,931)         38,157,470  
Other assets less liabilities – 1.4%         279,941  
Preferred Shares, at liquidation preference – (88.1)%         (18,000,000 )
Net Assets applicable to common shareholders – 100%       $ 20,437,411  

Notes to Portfolio of Investments

*
Real Estate Investment Trust, or REIT
(a)
As of December 31, 2007, this security had not paid a distribution.
(b)
144A securities. Securities restricted for resale to Qualified Institutional Buyers (3.9% of net assets). These securities are considered to be liquid.
(c)
As of December 31, 2007, the Fund held securities fair valued in accordance with policies adopted by the Board of Trustees, aggregating $1,621,000 and 4.2% of market value.
(d)
Rate reflects 7 day yield as of December 31, 2007.

See notes to financial statements.


46



RMR F.I.R.E. Fund
Financial Statements

Statement of Assets and Liabilities


 
December 31, 2007

   
 

 
Assets        
  Investments in securities, at value (cost $51,476,931)   $ 38,157,470  
  Cash     3,836  
  Dividends and interest receivable     699,105  
   
 
    Total assets     38,860,411  
   
 
Liabilities        
  Distributions payable – common shares     216,664  
  Advisory fee payable     21,396  
  Distributions payable – preferred shares     18,900  
  Accrued expenses and other liabilities     166,040  
   
 
    Total liabilities     423,000  
   
 
Preferred shares, at liquidation preference        
  Auction preferred shares, Series W;
$.001 par value per share; 720 shares issued and
outstanding at $25,000 per share liquidation preference
    18,000,000  
   
 
Net assets attributable to common shares   $ 20,437,411  
   
 
Composition of net assets        
  Common shares, $.001 par value per share;
unlimited number of shares authorized,
1,484,000 shares issued and outstanding
  $ 1,484  
  Additional paid-in capital     35,173,277  
  Undistributed net investment income     269,841  
  Accumulated net realized loss on investment transactions     (1,687,730 )
  Net unrealized depreciation on investments     (13,319,461 )
   
 
Net assets attributable to common shares   $ 20,437,411  
   
 
Net asset value per share attributable to common shares
(based on 1,484,000 common shares outstanding)
  $ 13.77  
   
 

See notes to financial statements.


47



RMR F.I.R.E. Fund

Financial Statements
– continued

Statement of Operations


 
For the Year Ended December 31, 2007

   
 

 
Investment Income        
  Dividends (Cash distributions, net of capital gain ($831,001) and return of capital
($342,929) distributions, received or due, net of foreign taxes withheld of $210)
  $ 3,051,614  
  Interest     113,111  
   
 
    Total investment income     3,164,725  
   
 
Expenses        
  Advisory     436,342  
  Audit and legal     156,577  
  Administrative     108,000  
  Custodian     79,681  
  Preferred share remarketing     50,407  
  Compliance and internal audit     29,284  
  Trustees' fees and expenses     21,431  
  Shareholder reporting     15,842  
  Other     70,801  
   
 
    Total expenses     968,365  
  Less: expense waived by the Advisor     (128,336 )
   
 
    Net expenses     840,029  
   
 
      Net investment income     2,324,696  
   
 
Realized and unrealized loss on investments        
  Net realized loss on investments     (1,594,800 )
  Net increase from payments by affiliates     1,036  
  Net change in unrealized appreciation/(depreciation) on investments     (13,570,100 )
   
 
  Net realized and unrealized loss on investments     (15,163,864 )
   
 
  Distributions to preferred shareholders from net investment income     (585,177 )
  Distributions to preferred shareholders from net realized gain on investments     (449,891 )
   
 
    Net decrease in net assets attributable to common shares resulting from operations   $ (13,874,236 )
   
 

See notes to financial statements.


48



RMR F.I.R.E. Fund

Financial Statements
– continued

Statements of Changes in Net Assets


 
 
  Year Ended
December 31,
2007

  Year Ended
December 31,
2006

 

 
Increase (decrease) in net assets resulting from operations              
  Net investment income   $ 2,324,696   $ 2,537,768  
  Net increase from payments by affiliates     1,036      
  Net realized gain (loss) on investments     (1,594,800 )   2,091,017  
  Net change in unrealized appreciation/(depreciation) on investments     (13,570,100 )   3,090,835  
  Distributions to preferred shareholders from:              
    Net investment income     (585,177 )   (690,977 )
    Net realized gain on investments     (449,891 )   (261,999 )
   
 
 
      Net increase (decrease) in net assets attributable to common shares resulting from operations     (13,874,236 )   6,766,644  
   
 
 
  Distributions to common shareholders from:              
    Net investment income     (1,469,630 )   (1,885,168 )
    Net realized gains on investments     (1,130,338 )   (714,800 )
Capital shares transactions              
  Cost of preferred shares repurchased     (2,000,000 )    
   
 
 
    Net decrease from capital transactions     (2,000,000 )    
  Liquidation preference of preferred shares repurchased     2,000,000      
   
 
 
    Total increase (decrease) in net assets attributable to common shares     (16,474,204 )   4,166,676  
Net assets attributable to common shares              
  Beginning of year     36,911,615     32,744,939  
   
 
 
  End of year (including undistributed net investment income of $269,841 and $0, respectively)   $ 20,437,411   $ 36,911,615  
   
 
 
Common shares issued and repurchased              
  Shares outstanding, beginning of year     1,484,000     1,484,000  
    Shares issued          
   
 
 
  Shares outstanding, end of year     1,484,000     1,484,000  
   
 
 

See notes to financial statements.


49


Selected Data For A Common Share Outstanding Throughout Each Period


 
 
  Year Ended December 31, 2007

  Year Ended
December 31, 2006

  Year Ended
December 31, 2005

  For the Period
November 22,
2004 (a) to
December 31,
2004

 

 
Per Common Share Operating Performance (b)                          
Net asset value, beginning of period   $ 24.87   $ 22.07   $ 23.99   $ 24.03 (c)
   
 
 
 
 
Income from Investment Operations                          
Net investment income (d)(e)     1.57     1.71     1.28     .10  
Net realized and unrealized appreciation/(depreciation) on investments(e)     (10.23 )   3.49     (1.01 )   .17  
Distributions to preferred shareholders (common stock equivalent basis) from:                          
  Net investment income (e)     (.39 )   (.47 )   (.28 )   (.02 )
  Net realized gain on investments (e)     (.30 )   (.18 )   (.15 )    
   
 
 
 
 
Net increase (decrease) in net asset value from operations     (9.35 )   4.55     (.16 )   .25  
Less: Distributions to common shareholders from:                          
  Net investment income (e)     (.99 )   (1.27 )   (1.09 )    
  Net realized gain on investments (e)     (.76 )   (.48 )   (.67 )    

Common share offering costs charged to capital

 

 


 

 


 

 


 

 

(.04

)
Preferred share offering costs charged to capital                 (.25 )
   
 
 
 
 
Net asset value, end of period   $ 13.77   $ 24.87   $ 22.07   $ 23.99  
   
 
 
 
 
Market price, beginning of period   $ 22.20   $ 18.99   $ 24.05   $ 25.00  
   
 
 
 
 
Market price, end of period   $ 12.80   $ 22.20   $ 18.99   $ 24.05  
   
 
 
 
 

 
Total Return (f)(g)                          
Total investment return based on:                          
  Market price (h)     (36.29 )%   27.44 %   (14.00 )%   (3.80 )%
  Net asset value (h)     (39.40 )%   21.54 %   (0.64 )%   (0.17 )%

 
Ratios/Supplemental Data:                          
Ratio to average net assets attributable to common shares of:                          
  Net investment income, before total preferred share distributions (d)(e)     7.41 %   7.42 %   5.64 %   3.92 %(i)
  Total preferred share distributions     3.30 %   2.78 %   1.88 %   0.58 %(i)
  Net investment income, net of preferred share distributions(d) (e)     4.11 %   4.64 %   3.76 %   3.34 %(i)
  Expenses, net of fee waivers     2.68 %   2.39 %   2.63 %   3.45 %(i)
  Expenses, before fee waivers     3.09 %   2.78 %   3.03 %   3.73 %(i)
Portfolio Turnover Rate     63.84 %   59.48 %   64.96 %   0.00 %
Net assets attributable to common shares, end of period (000s)   $ 20,437   $ 36,912   $ 32,745   $ 35,594  
Preferred shares, liquidation preference ($25,000 per share) (000s)   $ 18,000   $ 20,000   $ 20,000   $ 20,000  
Asset coverage per preferred share(j)   $ 53,385   $ 71,140   $ 65,931   $ 69,493  
(a)
Commencement of operations.
(b)
Based on average shares outstanding.
(c)
Net asset value at November 22, 2004, reflects the deduction of the average sales load and offering costs of $0.97 per share paid by the holders of common share from the $25.00 offering price. We paid a sales load and offering cost of $1.125 per share on 1,280,000 common shares sold to the public and no sales load or offering costs on 200,000 common shares sold to affiliates of RMR Advisors for $25 per share.
(d)
Amounts are net of expenses waived by RMR Advisors.
(e)
As discussed in Note A (6) to the financial statements, a portion of the distributions we received on our investments are not included in investment income for financial reporting purposes.
(f)
The impact of the net increase in payments by affiliates is less than $0.005/share.
(g)
Total returns for periods of less than one year are not annualized.
(h)
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 RMR Advisors had not contractually waived a portion of its investment advisory fee.
(i)
Annualized.
(j)
Asset coverage per share equals net assets attributable to common shares plus the liquidation preference of the preferred shares divided by the total number of preferred shares outstanding at the end of the period.

See notes to financial statements.


50



RMR F.I.R.E. Fund
Notes to Financial Statements

December 31, 2007

Note A

(1)  Organization

RMR F.I.R.E. Fund, or the Fund, was organized as a Massachusetts business trust on August 6, 2004, and is registered under the Investment Company Act of 1940, as amended, the 1940 Act, as a diversified closed-end management investment company. The Fund had no operations until November 22, 2004, other than matters relating to the Fund's establishment and registration of the Fund's common shares under the Securities Act of 1933.

(2)  Use of Estimates

Preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires the Fund's management to make estimates and assumptions that may affect the amounts reported in the financial statements and related notes. The actual results could differ from these estimates.

(3)  Portfolio Valuation

Investment securities of the Fund are valued at the latest sales price whenever that price is readily available on that day; securities for which no sales were reported on that day, unless otherwise noted, are valued at the last available bid price on that day. Securities traded primarily on the NASDAQ Stock Market, or NASDAQ, are normally valued by the Fund at the NASDAQ Official Closing Price, or NOCP, provided by NASDAQ each business day. The NOCP is the most recently reported price as of 4:00:02 p.m., eastern time, unless that price is outside the range of the "inside" bid and asked prices (i.e., the bid and asked prices that dealers quote to each other when trading for their own accounts); in that case, NASDAQ will adjust the price to equal the inside bid or asked price, whichever is closer. Some fixed income securities may be valued using pricing provided by a pricing service. Any of the Fund's securities which are not readily marketable, which are not traded or which have other characteristics of illiquidity are valued by the Fund at fair value as determined in good faith under the supervision of the Fund's board of trustees. Numerous factors may be considered when determining fair value of a security, including cost at date of purchase, type of security, the nature and duration of restrictions on disposition of the security and whether the issuer of the security being fair valued has other securities of the same type outstanding. Short term debt securities with less than 60 days until maturity may be valued at cost, which when combined with interest accrued, approximates market value.

(4)  Securities Transactions and Investment Income

Securities transactions are recorded on a trade date basis. Dividend income is recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, including accretion of original issue discount, where applicable, and accretion of discount on short term investments, is recorded on the accrual basis. Realized gains and losses from securities transactions are recorded on identified cost basis.

(5)  Taxes

The Fund has qualified and intends to qualify in the future as a "regulated investment company" and to comply with the applicable provisions of subchapter M of the Internal Revenue Code of 1986, as amended, so that it will generally not be subject to federal income tax. However, the Fund may be subject to a 4% excise tax to the extent the Fund does not distribute substantially all taxable earnings.


51


Some foreign governments may subject the Fund's investment income and securities sales to withholding or other taxes. For the year ended December 31, 2007, $210 of foreign taxes have been withheld from distributions to the Fund and recorded as a reduction of dividend income.

(6)  Distributable Earnings

The Fund earns income, net of expenses, daily on its investments. It is the policy of the Fund to pay a stable distribution amount to common shareholders on a monthly basis and distributions to Fund shareholders are declared pursuant to this policy. On December 12, 2007, the Fund declared distributions of $0.146 per common share payable in January, February and March 2008. The Fund paid its January distribution on January 31, 2008. Distributions to shareholders are recorded on the ex-dividend date. The Fund's distributions may consist of ordinary income (net investment income and short term capital gains), long term capital gains and return of capital. To the extent the Fund's net realized capital gains, if any, can be offset by capital loss carry forwards, it is the policy of the Fund not to distribute such gains. Distributions to preferred shareholders are determined as described in Note D.

The Fund has substantial investments in real estate investment trusts, or REITs, which are generally not subject to federal income taxes. Distributions that the Fund receives from REITs can be classified as ordinary income, capital gain income or return of capital by the REITs that make these distributions to the Fund. The Fund has excluded from its investment income the portions of the distributions received from REITs classified by those REITs as capital gain income and return of capital. The Fund has included in its "net realized gain on investments" that portion of the distributions received from REITs that is classified by those REITs as capital gain income. Similarly, the Fund has credited its "net change in unrealized appreciation on investments" with that portion of the distributions received from REITs that is classified by those REITs as return of capital. The classification of distributions received from the Fund's investments were as follows:

 
  Year ended
December 31,
2007

  Year ended
December 31,
2006

Ordinary income   $ 3,051,614   $ 3,287,880
Capital gain income     831,001     662,485
Return of capital     342,929     419,306
   
 
Total distributions received   $ 4,225,544   $ 4,369,671
   
 

The Fund distinguishes between distributions to shareholders on a tax basis and a financial reporting basis. Only distributions in excess of accumulated tax basis earnings and profits are reported in the financial statements as a tax return of capital. Differences in the recognition or classification of income between the financial statements and tax earnings and profits which result in temporary over distributions for financial statement purposes are classified as distributions in excess of net investment income or accumulated net realized gains in the components of net assets on the Statement of Assets and Liabilities.


52



The tax character of distributions made by the Fund during the years ended December 31, 2007 and December 31, 2006, were as follows:

 
  Year ended
December 31,
2007

  Year ended
December 31,
2006

Ordinary income   $ 2,291,228   $ 3,122,947
Net long term capital gains     1,343,808     429,997
   
 
    $ 3,635,036   $ 3,552,944
   
 

As of December 31, 2007, the components of distributable earnings on a federal income tax basis were as follows:

Undistributed ordinary income   $ 269,889  
Accumulated capital and other losses     (1,629,794 )
Net unrealized appreciation/(depreciation)     (13,378,434 )

On December 31, 2007, the Fund had a net capital loss carry forward for federal income tax purposes of $1,159,105 all of which expires in the year 2015.

Under current tax law, certain capital and net foreign currency losses realized after October 31 within the taxable year may be deferred and treated as occurring on the first day of the following tax year. For the tax year ended December 31, 2007, the Fund elected to defer net capital losses of $470,689 arising between November 1, 2007 and December 31, 2007.

The differences between the financial reporting basis and tax basis of undistributed ordinary income, undistributed net long term capital gains and net unrealized appreciation/depreciation are due to wash sales of portfolio investments.

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation as of December 31, 2007, are as follows:

Cost   $ 51,535,904  
   
 
Gross unrealized appreciation   $ 600,764  
Gross unrealized depreciation     (13,979,198 )
   
 
Net unrealized appreciation/(depreciation)   $ (13,378,434 )
   
 

(7)  Concentration of Risk

Under normal market conditions, the Fund's investments will be concentrated in income producing common shares and preferred shares issued by F.I.R.E. companies. F.I.R.E. is a commonly used acronym for financial services, insurance and real estate companies. The value of Fund shares may fluctuate more than the shares of a fund not concentrated in the F.I.R.E. industries due to economic, legal, regulatory, technological or other developments affecting the United States F.I.R.E. industries.


53


(8)  Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board, or FASB, issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109", or FIN 48. FIN 48 was effective for the fiscal years beginning after December 15, 2006. The Securities and Exchange Commission delayed the application of FIN 48 to open and closed end funds to not later than June 29, 2007. FIN 48 prescribes how the Fund should recognize, measure and present in the Fund's financial statements uncertain tax provisions that have been taken or expected to be taken in a tax return. Pursuant to FIN 48 the Fund can recognize a tax benefit only if it is "more likely than not" that a particular tax position will be sustained upon examination or audit. To the extent the "more likely than not" standard has been satisfied the benefits associated with a tax position is measured as the largest amount that is greater than 50% likely of being realized upon settlement. As required, the Fund has adopted FIN 48 effective June 29, 2007, and concluded that the effect is not material to its financial statements. Each of the tax years in the three year period ended December 31, 2007, remains subject to examination by the Internal Revenue Service.

In September 2006, FASB issued Statement of Accounting Standards No. 157, "Fair Value Measurements", or SFAS 157, which is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands required disclosures about fair value measurements. Management has evaluated the application of the Statement to the Fund, and believes the impact will be limited to expanded financial statement disclosures.

Note B

Advisory and Administration Agreements and Other Transactions with Affiliates

The Fund has an advisory agreement with RMR Advisors, Inc., or RMR Advisors, to provide the Fund with a continuous investment program, to make day-to-day investment decisions and to generally manage the business affairs of the Fund in accordance with its investment objectives and policies. Pursuant to the agreement, RMR Advisors is compensated at an annual rate of 0.85% of the Fund's average daily managed assets. Managed assets means the total assets of the Fund less liabilities other than any indebtedness entered into for purposes of leverage. For purposes of calculating managed assets, the liquidation preference of preferred shares is not considered a liability.

RMR Advisors has contractually agreed to waive a portion of its annual fee equal to 0.25% of the Fund's average daily managed assets from November 22, 2004 until November 22, 2009. The Fund incurred net advisory fees of $308,006 during the year ended December 31, 2007. The amount of fees waived by the Advisor was $128,336 for the year ended December 31, 2007.

RMR Advisors, and not the Fund, has contractually agreed to pay the lead underwriter of the Fund's initial public offering, an annual fee equal to 0.15% of the Fund's managed assets. This fee is paid quarterly in arrears during the term of RMR Advisors' advisory agreement and is paid by RMR Advisors, not the Fund. The aggregate fees paid pursuant to the contract plus reimbursement of legal expenses of the underwriters in that offering will not exceed 4.5% of the total price of the common shares in the initial public offering.

RMR Advisors also performs administrative functions for the Fund pursuant to an administration agreement with the Fund. RMR Advisors has entered into a subadministration agreement with State Street Bank and Trust Company, or State Street, to perform substantially all Fund accounting and other administrative services. Under the administration agreement, RMR Advisors is entitled to reimbursement of the cost of


54



providing administrative services. The Fund reimbursed RMR Advisors for $108,000 of subadministrative fees charged by State Street for the year ended December 31, 2007.

Each trustee who is not a director, officer or employee of RMR Advisors and who is not an "interested person" of the Fund as defined under the 1940 Act is considered to be a "disinterested trustee". Disinterested trustees are each paid by the Fund an annual fee plus fees for board and committee meetings. The Fund incurred $21,431 of trustee fees and expenses during the year ended December 31, 2007.

The Fund's board of trustees and separately the disinterested trustees authorized the Fund to make reimbursement payments to RMR Advisors for costs related to the Fund's compliance and internal audit programs. The Fund incurred $29,284 of compliance and internal audit expense during the year ended December 31, 2007. The Fund also participates in pooled insurance programs with RMR Advisors and other funds managed by RMR Advisors and makes payments of allocated portions of related premiums. The Fund incurred $17,892 of insurance expense during the year ended December 31, 2007.

During the year ended December 31, 2007, RMR Advisors reimbursed the Fund in the amount of $1,036 for trading losses incurred by the Fund due to a trading error.

Note C

Securities Transactions

During the year ended December 31, 2007, there were purchases and sales transactions (excluding short term securities) of $31,280,077 and $33,012,094 respectively. Brokerage commissions on securities transactions amounted to $49,373 during the year ended December 31, 2007.

Note D

Preferred Shares

In December 2004, the Fund issued 800 Series W auction preferred shares with a liquidation preference of $25,000 per share plus an amount equal to accumulated but unpaid distributions. On December 27, 2007, the Fund redeemed 80 preferred shares with a liquidation preference of $2,000,000. The preferred shares are senior to the Fund's common shares and rank on parity with any other class or series of preferred shares of the Fund as to the payment of periodic distributions, including distribution of assets upon liquidation. If the Fund does not timely cure a failure to (1) maintain asset coverage for the preferred shares as required by rating agencies, or (2) maintain asset coverage, as defined in the 1940 Act, of at least 200%, the preferred shares will be subject to redemption in an amount equal to their liquidation preference plus accumulated but unpaid distributions. The holders of the preferred shares have voting rights equal to the holders of the Fund's common shares and generally vote together with the holders of the common shares as a single class. Holders of the preferred shares, voting as a separate class, also are entitled to elect two of the Fund's trustees. The Fund pays distributions on the preferred shares at a rate set at auctions held generally every seven days. Distributions are generally payable every seven days, on the first business day following the end of a distribution period. The preferred share distribution rate was 5.40% per annum as of December 31, 2007. On January 17, 2008, the Fund redeemed an additional 80 preferred shares with a liquidation preference of $2,000,000.


55


Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders
of RMR F.I.R.E. Fund:

We have audited the accompanying statement of assets and liabilities of RMR F.I.R.E. Fund (the "Fund"), including the portfolio of investments, as of December 31, 2007, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2007, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the RMR F.I.R.E. Fund at December 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

SIGNATURE

Boston, Massachusetts
February 21, 2008


56


RMR Preferred Dividend Fund
December 31, 2007


 

 

LOGO

To our shareholders,

In the pages that follow, you will find data summarizing our financial results for the year ended December 31, 2007, and our financial position as of December 31, 2007.

Relevant Market Conditions

Preferred Securities Market Overview.     During 2007, the U.S. preferred securities market suffered one of the worst annual returns in years. Preferred securities issued by real estate investment trusts, or REITs, were especially negatively affected by the subprime mortgage crisis which began in early 2007. Several mortgage REITs with exposure to subprime mortgages filed for bankruptcy and the value of their preferred securities became essentially worthless after they stopped paying preferred dividends. Several commercial REITs also saw the price of their preferred securities decline in 2007.

The issuance of new preferred securities by non-REITs was strong throughout the year but intensified in the fourth quarter as financial institutions priced large deals in an effort to increase their equity capital. This issuance of highly rated and high dividend paying securities effective depressed the value of outstanding REIT preferred securities; and the issuance of new preferred securities by REITs declined significantly by mid-year because the terms had become very expensive for the issuers.

Real Estate Industry Fundamentals.     During 2007, commercial real estate vacancy rates generally remained stable and rents increased modestly. Nevertheless, earnings growth from commercial real estate companies began to slow in 2007 compared to prior years because of a general slowdown in the economy. The combination of an economic slowdown, investors concerns relating to weakness in the housing market and credit tightening by lenders led to a sharp decline in valuations for all publicly traded commercial real estate companies in the second half of 2007. Almost all REITs experienced a sharp drop in value in the second half of 2007 because of investors concerns regarding any company involved in the real estate business.

In 2008, we expect commercial real estate fundamentals may weaken because of slower economic growth and lower consumer and business confidence. However, higher construction costs and tighter credit markets may limit new supply of commercial real estate and help offset some of the anticipated slowdown in commercial real estate fundamentals. Before the end of 2008, we expect that valuations of REITs that invest directly in commercial real estate may improve in reaction to the sharp decline in their stock prices at the end of 2007 and in early 2008.

Real Estate Industry Technicals.     After seven years of positive returns, REITs, as measured by the MSCI U.S. REIT Index (RMS) finished 2007 down 16.7%, marking one of the sector's worst performances ever. Last year was also one of the most volatile years for REITs. During the year, the RMS posted eight of the biggest one day moves since its inception in 1995. Between March and the end of 2007, investors withdrew more than $9 billion from dedicated REIT funds.


57


Fund Strategies, Techniques and Performance

Our primary investment objective is to provide our common shareholders high current income. Our secondary investment objective is capital appreciation. There can be no assurance that we will achieve our investment objectives.

During 2007 our total return on net asset value, or NAV (including NAV changes and assuming a hypothetical reinvestment of distributions at NAV), was negative 35.94%. During that same period, the total return for the Merrill Lynch REIT Preferred Index (an unmanaged index of REIT preferred stocks) was negative 13.0%. We believe this index is relevant to us because our investments as of December 31, 2007, excluding short term investments, included 70% REIT preferred stocks. The S&P 500 Index (an unmanaged index published as Standard and Poor's Composite Index of 500 Stocks) total return for 2007 was 5.5%.

In 2007, the Fund experienced a significant decline in NAV and income earned from its investments. The Fund's negative performance was primarily because of its concentrations in preferred securities issued by mortgage REITs, which significantly declined in value. Unless market conditions improve significantly, in the coming year the Fund may be forced to reduce its dividend payment rate to adjust for the decline in earnings. Under these circumstances, the Fund may also consider other actions to reduce expenses and enhance value for shareholders.

Recent Developments

As I am writing this letter, continued turmoil in the credit markets is becoming a concern for our Fund. In particular, the market for auction rate securities seems to be experiencing a liquidity crisis. Although we believe our Fund's $22.5 million of auction rate preferred securities are well protected by asset coverage, the spill over effect from other auction rate securities may make it more difficult for our Fund to remarket these securities. If this occurs, the dividend rates we pay on our preferred securities may increase or we may be forced to substitute our outstanding preferred shares with less attractive forms of leverage. Any increase in the cost of leverage or decrease in the amount of leverage could adversely impact our performance and may lead to a reduction in the dividend rate paid to common shareholders in the future.

Thank you for your continued support. For more information, please view our website at www.rmrfunds.com.

Sincerely,

GRAPHIC

Adam D. Portnoy
President
February 20, 2008


58


RMR Preferred Dividend Fund
December 31, 2007

    LOGO

Portfolio holdings by sub-sector as a percentage of investments
(as of December 31, 2007)*

  Hospitality real estate   27 %
  Office real estate   12 %
  Other, less than 10%   60 %
  Short term investments   1 %
   
 
    Total investments   100 %
   
 
  REITs   72 %
  Other   27 %
  Short term investments   1 %
   
 
    Total investments   100 %
   
 

*
These percentages represent the Fund's portfolio holdings by sub-sector as a percentage of total portfolio holdings and do not match with the percentages included in the Portfolio of Investments schedule which represent the Fund's portfolio holdings by sub-sector as a percentage of the Fund's net assets.

59


RMR Preferred Dividend Fund
Portfolio of Investments
– December 31, 2007


Company

  Shares

  Value


Preferred Stocks – 144.1%
Real Estate Investment Trusts – 125.0%
         
  Apartments – 12.6%          
    Apartment Investment & Management Co., Series G   56,400   $ 1,376,160
    Apartment Investment & Management Co., Series T   10,000     208,400
    Associated Estates Realty Corp., Series B   39,800     940,275
    Mid-America Apartment Communities, Inc., Series H   41,400     996,498
       
          3,521,333
  Diversified – 12.9%          
    Colonial Properties Trust, Series D   10,000     239,400
    Cousins Properties, Inc., Series B   17,000     350,030
    Digital Realty Trust, Inc., Series A   56,200     1,265,062
    LBA Realty LLC, Series B   25,000     306,250
    Lexington Realty Trust, Series B   69,000     1,438,650
       
          3,599,392
  Health Care – 4.2%          
    LTC Properties, Inc., Series F   4,000     88,440
    OMEGA Healthcare Investors Inc., Series D   43,200     1,070,064
       
          1,158,504
  Hospitality – 49.1%          
    Ashford Hospitality Trust, Series A   58,000     1,087,500
    Ashford Hospitality Trust, Series D   7,200     136,800
    Eagle Hospitality Properties Trust, Inc., Series A (a)   95,000     1,187,500
    Entertainment Properties Trust, Series B (a)   9,100     189,280
    Entertainment Properties Trust, Series D   30,000     561,000
    Equity Inns, Inc., Series B (a)   83,800     1,089,400
    Equity Inns, Inc., Series C (a)   18,900     245,700
    FelCor Lodging Trust, Inc., Series C   167,400     3,105,270
    Hersha Hospitality Trust, Series A   99,500     2,129,300
    Host Marriott Corp., Series E   15,000     376,500
    LaSalle Hotel Properties, Series E   70,000     1,337,000
    Strategic Hotels & Resorts, Inc., Series A   13,000     244,140
    Strategic Hotels & Resorts, Inc., Series B   39,100     752,675
    Strategic Hotels & Resorts, Inc., Series C   27,200     530,400
    Sunstone Hotel Investors, Inc., Series A   36,500     712,845
       
          13,685,310
  Mortgage – 13.7%          
    Accredited Mortgage Loan REIT Trust, Series A   1,500     15,525
    American Home Mortgage Investment Corp., Series A   74,300     5,944
    Anthracite Capital, Inc., Series C   3,000     56,370
    Anthracite Capital, Inc., Series D   51,000     805,800
    Gramercy Capital Corp., Series A   20,000     394,000
    MFA Mortgage Investments, Inc., Series A   40,000     966,800
    Newcastle Investment Corp., Series B   28,000     501,200
    NorthStar Realty Finance Corp., Series A   20,000     331,000
    NorthStar Realty Finance Corp., Series B   36,000     572,760
    RAIT Financial Trust, Series C   12,700     180,340
       
          3,829,739
  Office – 21.5%          
    Alexandria Real Estate Equities, Inc., Series C   60,000     1,575,000
    BioMed Realty Trust, Inc., Series A   35,000     715,750
    Corporate Office Properties Trust, Series G   5,900     128,325
    DRA CRT Acquisition Corp., Series A   40,060     723,083
    Kilroy Realty Corp., Series E   600     13,500
    Kilroy Realty Corp., Series F   44,100     970,200
    Parkway Properties, Inc., Series D   41,000     953,250
    SL Green Realty Corp., Series D   40,000     914,000
       
          5,993,108
See notes to financial statements and notes to portfolio of investments.

60



 
Company

  Shares or Principal
Amount

  Value

 

 
Preferred Stocks – continued
Real Estate Investment Trusts – continued
             
  Retail – 11.0%              
    Cedar Shopping Centers, Inc., Series A     42,000   $ 987,000  
    Glimcher Realty Trust, Series F     30,000     616,500  
    Glimcher Realty Trust, Series G     15,000     286,500  
    Kimco Realty Corp., Series G     5,000     114,300  
    Taubman Centers, Inc., Series G     45,000     1,064,250  
         
 
            3,068,550  
Total Real Estate Investment Trusts (Cost $45,498,524)           34,855,936  
  Other – 19.1%              
    Ford Motor Co., 6/15/43 Series     9,400     152,844  
    General Motors Corp., 5/15/48 Series     26,100     417,600  
    Great Atlantic & Pacific Tea Co., 8/01/39 Series     87,800     2,232,754  
    Hilltop Holdings, Inc., Series A     97,200     2,155,410  
    Red Lion Hotels Corp., 2/19/44 Series     15,925     378,378  
Total Other (Cost $5,749,754)           5,336,986  
Total Preferred Stocks (Cost $51,248,278)           40,192,922  
  Common Stocks—10.6%              
  Real Estate Investment Trusts – 3.6%              
  Diversified – 0.8%              
    Colonial Properties Trust     9,800     221,774  
  Health Care – 0.8%              
    Care Investment Trust, Inc.     10,600     113,844  
    Medical Properties Trust, Inc.     11,275     114,892  
         
 
            228,736  
  Mortgage – 1.6%              
    Alesco Financial, Inc.     142,500     467,400  
  Retail – 0.1%              
    Feldman Mall Properties, Inc.     5,000     18,450  
  Storage – 0.3%              
    U-Store-It Trust     8,900     81,524  
Total Real Estate Investment Trusts (Cost $2,186,862)           1,017,884  
  Other – 7.0%              
    Abingdon Investment, Ltd. (a)(b)     150,000     1,194,000  
    American Capital Strategies, Ltd.     10,700     352,672  
    Iowa Telecommunication Services, Inc.     24,500     398,370  
Total Other (Cost $2,470,362)           1,945,042  
Total Common Stocks (Cost $4,657,224)           2,962,926  
  Debt Securities – 20.3%              
    Ford Motor Co., 7.75%, 06/15/2043   $ 2,210,000     1,547,000  
    Ford Motor Co., 8.90%, 01/15/2032     557,000     431,675  
    General Motors Corp., 8.375%, 07/15/2033     2,000,000     1,610,000  
    Six Flags, Inc., 9.75%, 04/15/2013 2,740,000           2,055,000  
Total Debt Securities (Cost $6,538,318)           5,643,675  
See notes to financial statements and notes to portfolio of investments.  

61


Other Investment Companies – 4.3%              
    Alpine Total Dynamic Dividend Fund     32,295   $ 547,400  
    Cornerstone Strategic Value Fund, Inc.     31,200     157,248  
    Eaton Vance Enhanced Equity Income Fund II     800     14,200  
    LMP Real Estate Income Fund, Inc.     4,260     61,855  
    Neuberger Berman Real Estate Securities Income Fund, Inc.     15,000     172,650  
    Neuberger Berman Realty Income Fund, Inc.     10,800     170,856  
    The Zweig Total Return Fund, Inc.     17,750     80,408  
Total Other Investment Companies (Cost $1,573,821)           1,204,617  
Short-Term Investments – 0.9%              
  Other Investment Companies – 0.9%              
    Dreyfus Cash Management, Institutional Shares, 4.85% (c) (Cost $243,976)     243,976     243,976  
Total Investments – 180.2% (Cost $64,261,617)           50,248,116  
Other assets less liabilities – 0.5%           137,656  
Preferred Shares, at liquidation preference – (80.7)%           (22,500,000 )
Net Assets – 100%         $ 27,885,772  

Notes to Portfolio of Investments

(a)
As of December 31, 2007, the Fund held securities fair valued in accordance with policies adopted by the Board of Trustees, aggregating $3,905,880 and 7.77% of market value.
(b)
144A securities. Securities restricted for resale to Qualified Institutional Buyers (4.3% of net assets). These securities are considered to be liquid.
(c)
Rate reflects 7 day yield as of December 31, 2007.

See notes to financial statements and notes to portfolio of investments.


62



RMR Preferred Dividend Fund
Financial Statements

Statement of Assets and Liabilities


 
December 31, 2007

   
 

 
Assets        
  Investments in securities, at value (cost $64,261,617)   $ 50,248,116  
  Cash     3,772  
  Dividends and interest receivable     738,592  
  Other assets     129  
   
 
    Total assets     50,990,609  
   
 
Liabilities        
  Distributions payable – common shares     396,453  
  Distributions payable – preferred shares     43,875  
  Advisory fee payable     13,282  
  Accrued expenses and other liabilities     151,227  
   
 
    Total liabilities     604,837  
   
 
Preferred shares, at liquidation preference        
  Auction preferred shares, Series M;
$.001 par value per share; 900 shares issued and
outstanding at $25,000 per share liquidation preference
    22,500,000  
   
 
Net assets attributable to common shares   $ 27,885,772  
   
 
Composition of net assets        
  Common shares, $.001 par value per share;
unlimited number of shares authorized,
2,646,538 shares issued and outstanding
  $ 2,647  
  Additional paid-in capital     48,763,200  
  Distributions in excess of net investment income     (440,328 )
  Accumulated net realized loss on investment transactions     (6,426,246 )
  Net unrealized depreciation on investments     (14,013,501 )
   
 
Net assets attributable to common shares   $ 27,885,772  
   
 
Net asset value per share attributable to common shares
(based on 2,646,538 common shares outstanding)
  $ 10.54  
   
 

See notes to financial statements.


63



RMR Preferred Dividend Fund

Financial Statements
– continued

Statement of Operations


 
For the Year Ended December 31, 2007

   
 

 
Investment Income        
  Dividends (Cash distributions, net of capital gain ($819,039) and return of capital ($325,218) distributions, received or due)   $ 4,267,199  
  Interest     758,575  
   
 
    Total investment income     5,025,774  
   
 
Expenses        
  Advisory     539,056  
  Audit and legal     195,459  
  Administrative     108,007  
  Preferred share remarketing     56,709  
  Custodian     55,347  
  Shareholder reporting     31,359  
  Compliance and internal audit     30,947  
  Trustees' fees and expenses     21,431  
  Other     79,987  
   
 
    Total expenses     1,118,302  
  Less: expense waived by the Advisor     (348,801 )
   
 
    Net expenses     769,501  
   
 
      Net investment income     4,256,273  
   
 
Realized and unrealized loss on investments        
  Net realized loss on investments     (6,417,769 )
  Net change in unrealized appreciation/(depreciation) on investments     (13,284,067 )
   
 
  Net realized and unrealized loss on investments     (19,701,836 )
   
 
  Distributions to preferred shareholders from net investment income     (1,178,280 )
  Distributions to preferred shareholders from net realized gain on investments     (11,673 )
   
 
    Net decrease in net assets attributable to common shares resulting from operations   $ (16,635,516 )
   
 

See notes to financial statements.


64



RMR Preferred Dividend Fund
Financial Statements
– continued

Statements of Changes in Net Assets


 
 
  Year Ended
December 31,
2007

  Year Ended
December 31,
2006

 

 
Increase (decrease) in net assets resulting from operations              
  Net investment income   $ 4,256,273   $ 4,931,552  
  Net realized gain (loss) on investments     (6,417,769 )   832,486  
  Net change in unrealized appreciation/(depreciation) on investments     (13,284,067 )   2,897,321  
  Distributions to preferred shareholders from:              
    Net investment income     (1,178,280 )   (902,855 )
    Net realized gain on investments     (11,673 )   (147,481 )
   
 
 
      Net increase (decrease) in net assets attributable to common shares resulting from operations     (16,635,516 )   7,611,023  
   
 
 
  Distributions to common shareholders from:              
    Net investment income     (3,518,321 )   (4,028,697 )
    Net realized gain on investments     (46,460 )   (658,083 )
    Return of capital     (1,170,113 )    
Capital shares transactions              
  Net proceeds from reinvestment of distributions     516,595     435,418  
   
 
 
    Net increase from capital transactions     516,595     435,418  
   
 
 
    Total increase (decrease) in net assets attributable to common shares     (20,853,815 )   3,359,661  
Net assets attributable to common shares              
  Beginning of year     48,739,587     45,379,926  
   
 
 
  End of year (including distributions in excess of net investment income of $(440,328) and $0, respectively)   $ 27,885,772   $ 48,739,587  
   
 
 
Common shares issued and repurchased              
  Shares outstanding, beginning of year     2,613,188     2,589,311  
    Shares issued          
    Shares issued (reinvestment of distributions)     33,350     23,877  
   
 
 
  Shares outstanding, end of year     2,646,538     2,613,188  
   
 
 

See notes to financial statements.


65


RMR Preferred Dividend Fund
Financial Highlights

Selected Data For A Common Share Outstanding Throughout Each Period


 
 
  Year Ended
December 31,
2007

  Year Ended
December 31,
2006

  For the Period
May 25,
2005(a) to
December 31,
2005

 

 
Per Common Share Operating Performance                    
Net asset value, beginning of period   $ 18.65   $ 17.53   $ 19.09  (b)
   
 
 
 
Income from Investment Operations                    
Net investment income (c)(d)(e)     1.62     1.90     .93  
Net realized and unrealized appreciation/(depreciation) on investments (e)     (7.48 )   1.43     (1.22 )
Distributions to preferred shareholders (common stock equivalent basis) from:                    
  Net investment income (e)     (.45 )   (.35 )   (.14 )
  Net realized gain on investments (e)      (f)   (.06 )   (.02 )
   
 
 
 
Net increase (decrease) in net asset value from operations     (6.31 )   2.92     (.45 )
Less: Distributions to common shareholders from:                    
  Net investment income (e)     (1.33 )   (1.55 )   (.77 )
  Net realized gain on investments (e)     (.02 )   (.25 )   (.13 )
  Return of capital     (0.45 )        
Common share offering costs charged to capital             (.04 )
Preferred share offering costs charged to capital             (.17 )
   
 
 
 
Net asset value, end of period   $ 10.54   $ 18.65   $ 17.53  
   
 
 
 
Market price, beginning of period   $ 20.75   $ 16.35   $ 20.00  
   
 
 
 
Market price, end of period   $ 11.80   $ 20.75   $ 16.35  
   
 
 
 
Total Return (g)                    
Total investment return based on:                    
  Market price (h)     (35.90 )%   39.90 %   14.10 %
  Net asset value (h)     (35.94 )%   17.48 %   3.50 %
Ratios/Supplemental Data:                    
Ratio to average net assets attributable to common shares of:                    
  Net investment income, before total preferred share distributions (d)(e)     10.40 %   10.47 %   8.22%  (i)
  Total preferred share distributions     2.91 %   2.23 %   1.40%  (i)
  Net investment income, net of preferred share distributions (d)(e)     7.49 %   8.24 %   6.82%  (i)
  Expenses, net of fee waivers     1.88 %   1.45 %   1.54%  (i)
  Expenses, before fee waivers     2.73 %   2.26 %   2.29%  (i)
Portfolio Turnover Rate     47.76 %   23.60 %   5.60 %
Net assets attributable to common shares, end of period (000s)   $ 27,886   $ 48,740   $ 45,380  
Preferred shares, liquidation preference ($25,000 per share) (000s)   $ 22,500   $ 22,500   $ 22,500  
Asset coverage per preferred share (j)   $ 55,984   $ 79,156   $ 75,422  
(a)
Commencement of operations.
(b)
Net asset value at May 25, 2005, reflects the deduction of the average sales load and offering costs of $0.91 per share paid by the holders of common shares from the $20.00 offering price. We paid a sales load and offering cost of $0.94 per share on 2,237,500 common shares sold to the public and no sales load or offering costs on 67,500 common shares sold to affiliates of RMR Advisors for $20 per share.
(c)
Based on average shares outstanding.
(d)
Amounts are net of expenses waived by RMR Advisors.
(e)
As discussed in Note A (6) to the financial statements, a portion of the distributions we received on our investments are not included in investment income for financial reporting purposes.
(f)
Amount is less than $.005/share.
(g)
Total returns for periods of less than one year are not annualized.
(h)
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 RMR Advisors had not contractually waived a portion of its investment advisory fee.
(i)
Annualized.
(j)
Asset coverage per share equals net assets attributable to common shares plus the liquidation preference of the preferred shares divided by the total number of preferred shares outstanding at the end of the period.

See notes to financial statements.


66



RMR Preferred Dividend Fund
Notes to Financial Statements

December 31, 2007

Note A

(1)  Organization

RMR Preferred Dividend Fund, or the Fund, was organized as a Massachusetts business trust on November 8, 2004, and is registered under the Investment Company Act of 1940, as amended, or the 1940 Act as a non-diversified closed-end management investment company. The Fund had no operations until May 25, 2005, other than matters relating to the Fund's establishment and registration of the Fund's common shares under the Securities Act of 1933.

(2)  Use of Estimates

Preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires the Fund's management to make estimates and assumptions that may affect the amounts reported in the financial statements and related notes. The actual results could differ from these estimates.

(3)  Portfolio Valuation

Investment securities of the Fund are valued at the latest sales price whenever that price is readily available on that day; securities for which no sales were reported on that day, unless otherwise noted, are valued at the last available bid price on that day. Securities traded primarily on the NASDAQ Stock Market, or NASDAQ, are normally valued by the Fund at the NASDAQ Official Closing Price, or NOCP, provided by NASDAQ each business day. The NOCP is the most recently reported price as of 4:00:02 p.m., eastern time, unless that price is outside the range of the "inside" bid and asked prices (i.e., the bid and asked prices that dealers quote to each other when trading for their own accounts); in that case, NASDAQ will adjust the price to equal the inside bid or asked price, whichever is closer. Some fixed income securities may be valued using pricing provided by a pricing service. Any of the Fund's securities which are not readily marketable, which are not traded or which have other characteristics of illiquidity are valued by the Fund at fair value as determined in good faith under the supervision of the Fund's board of trustees. Numerous factors may be considered when determining fair value of a security, including cost at date of purchase, type of security, the nature and duration of restrictions on disposition of the security and whether the issuer of the security being fair valued has other securities of the same type outstanding. Short term debt securities with less than 60 days until maturity may be valued at cost, which when combined with interest accrued, approximates market value.

(4)  Securities Transactions and Investment Income

Securities transactions are recorded on a trade date basis. Dividend income is recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, including accretion of original issue discount, where applicable, and accretion of discount on short term investments, is recorded on the accrual basis. Realized gains and losses from securities transactions are recorded on an identified cost basis.

(5)  Federal Taxes

The Fund has qualified and intends to qualify in the future as a "regulated investment company" and to comply with the applicable provisions of subchapter M of the Internal Revenue Code of 1986, as amended, so that it will generally not be subject to federal income tax. However, the Fund may be subject to a 4% excise tax to the extent the Fund does not distribute substantially all taxable earnings.


67


(6)  Distributable Earnings

The Fund earns income, net of expenses, daily on its investments. It is the policy of the Fund to pay a stable distribution amount to common shareholders on a monthly basis and distributions to Fund shareholders are declared pursuant to this policy. On December 12, 2007, the Fund declared distributions of $0.15 per common share payable in January, February and March 2008. The Fund paid its January distribution on January 31, 2008. Distributions to shareholders are recorded on the ex-dividend date. The Fund's distributions may consist of ordinary income (net investment income and short term capital gains), long term capital gains and return of capital. To the extent the Fund's net realized capital gains, if any, can be offset by capital loss carry forwards, it is the policy of the Fund not to distribute such gains. Distributions to preferred shareholders are determined as described in Note D.

The Fund has substantial investments in real estate investment trusts, or REITs, which are generally not subject to federal income taxes. Distributions that the Fund receives from REITs can be classified as ordinary income, capital gain income or return of capital by the REITs that make these distributions to the Fund. The Fund has excluded from its investment income the portions of the distributions received from REITs classified by those REITs as capital gain income and return of capital. The Fund has included in its "net realized gain on investments" that portion of the distributions received from REITs that is classified by those REITs as capital gain income. Similarly, the Fund has credited its "net change in unrealized appreciation on investments" with that portion of the distributions received from REITs that is classified by those REITs as return of capital. The classification of distributions received from the Fund's investments were as follows:

 
  Year Ended
December 31,
2007

  Year ended
December 31,
2006

Ordinary income   $ 4,267,199   $ 4,838,453
Capital gain income     819,039     807,195
Return of capital     325,218     70,154
   
 
Total distributions received   $ 5,411,456   $ 5,715,802
   
 

The Fund distinguishes between distributions to shareholders on a tax basis and a financial reporting basis. Only distributions in excess of accumulated tax basis earnings and profits are reported in the financial statements as a tax return of capital. Differences in the recognition or classification of income between the financial statements and tax earnings and profits which result in temporary over distributions for financial statement purposes are classified as distributions in excess of net investment income or accumulated net realized gains in the components of net assets on the Statement of Assets and Liabilities.


68



The tax character of distributions made by the Fund during the years ended December 31, 2007 and December 31, 2006, were as follows:

 
  Year Ended
December 31,
2007

  Year ended
December 31,
2006

Ordinary income   $ 4,696,601   $ 5,034,390
Net long term capital gains     58,133     702,726
Return of capital     1,170,113    
   
 
    $ 5,924,847   $ 5,737,116
   
 

As of December 31, 2007, the components of distributable earnings on a federal income tax basis were as follows:

Undistributed ordinary income   $  
Accumulated capital and other losses     (6,426,246 )
Net unrealized appreciation/(depreciation)     (14,013,501 )

On December 31, 2007, the Fund had a net capital loss carry forward for federal income tax purposes of $6,426,246 all of which expires in the year 2015.

The differences between the financial reporting basis and tax basis of undistributed ordinary income, undistributed net long term capital gains and net unrealized appreciation are due to wash sales of portfolio investments.

The cost, gross unrealized appreciation and unrealized depreciation of the Fund's investments for federal income tax purposes as of December 31, 2007, are as follows:

Cost   $ 64,261,617  
   
 
Gross unrealized appreciation     118,057  
Gross unrealized depreciation     (14,131,558 )
   
 
Net unrealized appreciation/(depreciation)   $ (14,013,501 )
   
 

(7)  Concentration of Risk

Under normal market conditions, the Fund's investments will be concentrated in preferred securities issued by real estate investment trusts. The value of Fund shares may fluctuate more than the shares of a fund not concentrated in the real estate industry due to economic, legal, regulatory, technological or other developments affecting the United States real estate industry.

(8)  Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board, or FASB, issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109", or FIN 48. FIN 48 was effective for the fiscal years beginning after December 15, 2006. The Securities and Exchange Commission delayed the application of FIN 48 to open and closed end funds to not later than June 29, 2007. FIN 48 prescribes how the Fund should recognize, measure and present in the Fund's financial statements uncertain


69


tax provisions that have been taken or expected to be taken in a tax return. Pursuant to FIN 48 the Fund can recognize a tax benefit only if it is "more likely than not" that a particular tax position will be sustained upon examination or audit. To the extent the "more likely than not" standard has been satisfied the benefits associated with a tax position is measured as the largest amount that is greater than 50% likely of being realized upon settlement. As required, the Fund has adopted FIN 48 effective June 29, 2007, and concluded that the effect is not material to its financial statements. Each of the tax years in the three year period ended December 31, 2007, remains subject to examination by the Internal Revenue Service.

In September 2006, FASB issued Statement of Accounting Standards No. 157, "Fair Value Measurements", or SFAS 157, which is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands required disclosures about fair value measurements. Management has evaluated the application of the Statement to the Fund and believes the impact will be limited to expanded financial statement disclosures.

(9)  Common Shares

The Fund issued 33,350 and 23,877 common shares during the years ended December 31, 2007 and December 31, 2006, respectively, for a total consideration of $516,595 and $435,418 respectively, pursuant to its dividend reinvestment plan.

Note B

Advisory and Administration Agreements and Other Transactions with Affiliates

The Fund has an advisory agreement with RMR Advisors, Inc., or RMR Advisors, to provide the Fund with a continuous investment program, to make day-to-day investment decisions and to generally manage the business affairs of the Fund in accordance with its investment objectives and policies. Pursuant to the agreement, RMR Advisors is compensated at an annual rate of 0.85% of the Fund's average daily managed assets. Managed assets means the total assets of the Fund less liabilities other than any indebtedness entered into for purposes of leverage. For purposes of calculating managed assets, the liquidation preference of preferred shares is not considered a liability.

RMR Advisors has contractually agreed to waive a portion of its annual fee equal to 0.55% of the Fund's average daily managed assets from May 25, 2005 until May 24, 2010. The Fund incurred net advisory fees of $190,255 during the year ended December 31, 2007. The amount of fees waived by the Advisor was $348,801 for the year ended December 31, 2007.

RMR Advisors also performs administrative functions for the Fund pursuant to an administration agreement with the Fund. RMR Advisors has entered into a subadministration agreement with State Street Bank and Trust Company, or State Street, to perform substantially all Fund accounting and other administrative services. Under the administration agreement, RMR Advisors is entitled to reimbursement of the cost of providing administrative services. The Fund reimbursed RMR Advisors for $108,007 of subadministrative fees charged by State Street for the year ended December 31, 2007.

Each trustee who is not a director, officer or employee of RMR Advisors and who is not an "interested person" of the Fund as defined under the 1940 Act is considered to be a "disinterested trustee". Disinterested trustees are each paid by the Fund an annual fee plus fees for board and committee meetings. The Fund incurred $21,431 of trustee fees and expenses during the year ended December 31, 2007.


70



The Fund's board of trustees and separately the disinterested trustees authorized the Fund to make reimbursement payments to RMR Advisors for costs related to the Fund's compliance and internal audit programs. The Fund incurred $30,947 of compliance and internal audit expense during the year ended December 31, 2007. The Fund also participates in pooled insurance programs with RMR Advisors and other funds managed by RMR Advisors and makes payments of allocated portions of related premiums. The Fund incurred $15,044 of insurance expense during the year ended December 31, 2007.

Note C

Securities Transactions

During the year ended December 31, 2007, there were purchases and sales transactions (excluding short term securities) of $30,691,587 and $29,508,154 respectively. Brokerage commissions on securities transactions amounted to $117,849 during the year ended December 31, 2007.

Note D

Preferred Shares

The Fund's 900 outstanding Series M auction preferred shares have a liquidation preference of $25,000 per share plus an amount equal to accumulated but unpaid distributions. The preferred shares are senior to the Fund's common shares and rank on parity with any other class or series of preferred shares of the Fund as to the payment of periodic distributions, including distribution of assets upon liquidation. If the Fund does not timely cure a failure to (1) maintain asset coverage for the preferred shares as required by rating agencies, or (2) maintain asset coverage, as defined in the 1940 Act, of at least 200%, the preferred shares will be subject to redemption in an amount equal to their liquidation preference plus accumulated but unpaid distributions. The holders of the preferred shares have voting rights equal to the holders of the Fund's common shares and generally vote together with the holders of the common shares as a single class. Holders of the preferred shares, voting as a separate class, also are entitled to elect two of the Fund's trustees. The Fund pays distributions on the preferred shares at a rate set at auctions held generally every seven days. Distributions are generally payable every seven days, on the first business day following the end of a distribution period. The preferred share distribution rate was 5.40% per annum as of December 31, 2007.


71


Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders
of RMR Preferred Dividend Fund:

We have audited the accompanying statement of assets and liabilities of RMR Preferred Dividend Fund (the "Fund"), including the portfolio of investments, as of December 31, 2007, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2007, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the RMR Preferred Dividend Fund at December 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

SIGNATURE

Boston, Massachusetts
February 21, 2008


72


RMR Asia Pacific Real Estate Fund
December 31, 2007


 

 

 
    LOGO

To our shareholders,

In the pages that follow, you will find data summarizing our financial results for the year ended December 31, 2007, and our financial position as of December 31, 2007.

Relevant Market Conditions

Real Estate Industry Fundamentals.     In 2008, we expect commercial real estate fundamentals in the Asia Pacific region to remain healthy due to strong leasing demand. Office market vacancy rates are expected to remain low in Hong Kong, Singapore and Tokyo. Strong national income growth in all countries, except for Japan, should lead to growing retail sales and rising rents for retail property. The industrial real estate sector is expected to do well because logistics networks are developing in emerging countries. Residential real estate prices are expected to increase because of rising incomes and the urbanization process underway in China and India.

Economic growth in the coming year is expected to remain strong. The International Monetary Fund expects 8.6% GDP growth for developing Asia and 1.5% for Japan. Real estate companies in the region are generally conservatively financed. However, the credit tightening by lenders across the globe may slow the rate of growth for some real estate companies in 2008.

Real Estate Industry Technicals.     We expect continued strong demand for real estate investments in the Asia Pacific region in the coming year. High personal savings rates and attractive real estate yields are expected to result in increasing stock values for real estate companies in the region, especially real estate companies that pay a regular dividend, such as real estate investment trusts, or REITs. With the exception of Australia, property yields in the region typically are 2-3% higher than long term government bond yields. The number of REITs in the region continues to grow, and several countries are currently considering initiating REIT legislation, including the Philippines, India and China.

Fund Strategies, Techniques and Performance

Our primary investment objective is capital appreciation. There can be no assurance that we will achieve our investment objective.

Although the Fund's primary investment objective is capital appreciation (rather than pay high income), it made two one time distributions to shareholders in 2007. In September and December, the Fund paid shareholders $1.52 per share and $4.45 per share, respectively. This combined $5.97 per share of distributions in 2007 represents a 30% return on investment based on the Fund's IPO price of $20.00 per share in May 2006.


73


During 2007, our total return on net asset value, or NAV, was 11.8%. During that same period, the total return for the EPRA NAREIT Asia Index (an unmanaged index of Asia Pacific real estate common stocks) was 11.6%. We believe this index is relevant to us because all our investments as of December 31, 2007, excluding short term investments, were in securities of real estate companies in countries covered by this index. The S&P 500 Index (an unmanaged index published as Standard and Poor's Composite Index of 500 common stocks) total return for the same period was 5.5%.

Thank you for your continued support. For more information, please view our website at www.rmrfunds.com .

Sincerely,

GRAPHIC

Adam D. Portnoy
President

February 20, 2008


74



 

 

 
    LOGO

Portfolio holdings by sub-sector as a percentage of investments
(as of December 31, 2007)*

Diversified   63 %
Office   13 %
Hospitality   10 %
Others, less than 10%   13 %
Short term investments   1 %
   
 
  Total investments   100 %
   
 
Real Estate   99 %
Short term investments   1 %
   
 
  Total investments   100 %
   
 

Portfolio holdings by country (as of December 31, 2007)*

Hong Kong   37 %
Japan   30 %
Australia   14 %
Others, less than 10%   18 %
Short term investments   1 %
   
 
  Total   100 %
   
 

*
These percentages represent the Fund's portfolio holdings by sub-sector as a percentage of total portfolio holdings and do not match with the percentages included in the Portfolio of Investments schedule which represent the Fund's portfolio holdings by sub-sector as a percentage of the Fund's net assets.

75


RMR Asia Pacific Real Estate Fund
Portfolio of Investments
– December 31, 2007


Company
  Shares
  Value

Common Stocks – 115.7%          
Australia – 17.0%          
  Apartments – 0.7%          
    Peet, Ltd.   76,110   $ 267,314
  Diversified – 11.3%          
    Abacus Property Group   490,000     750,777
    Charter Hall Group   400,000     874,538
    GPT Group *   137,000     485,983
    Trinity Group   550,000     1,110,733
    Valad Property Group   728,725     825,416
       
          4,047,447
  Office – 4.8%          
    Commonwealth Property Office Fund *   150,000     203,488
    Cromwell Group   953,898     912,952
    Macquarie Goodman Group   137,000     588,232
       
          1,704,672
  Retail – 0.2%          
    Centro Properties Group   70,000     62,078
Total Australia (Cost $7,006,089)         6,081,511
Hong Kong – 44.7%          
  Diversified – 19.9%          
    Agile Property Holdings, Ltd.   440,000     802,421
    China New Town Development Co. Ltd (a)   277,500     113,741
    China Overseas Land & Investment Ltd   105,000     217,342
    China Resources Land, Ltd.   336,000     742,894
    Guangzhou R&F Properties Co., Ltd., Class H   135,200     482,027
    Henderson Land Development Co., Ltd.   86,717     817,970
    Hongkong Land Holdings, Ltd.   178,838     883,460
    Hysan Development Co., Ltd.   180,000     514,787
    Kerry Properties, Ltd.   45,500     367,623
    New World China Land, Ltd.   590,000     534,960
    Shenzhen Investment, Ltd.   657,692     470,660
    Shun TAK Holdings, Ltd.   340,000     534,588
    SPG Land Holdings Ltd (a)   360,000     322,723
    The Wharf (Holdings) Ltd.   57,000     298,984
       
          7,104,180
See notes to financial statements and notes to portfolio of investments.

76


  Hospitality – 11.9%          
    Regal Real Estate Investment Trust *   2,399,400   $ 661,593
    Sun Hung Kai Properties, Ltd.   169,000     3,584,862
       
          4,246,455
  Office – 3.9%          
    Champion Real Estate Investment Trust *   2,378,532     1,394,040
  Retail – 9.0%          
    Hang Lung Properties, Ltd.   690,900     3,207,554
Total Hong Kong (Cost $11,394,422)         15,952,229
Japan – 37.2%          
  Apartments – 1.1%          
    Nippon Residential Investment Corp. *   85     383,476
  Diversified – 28.9%          
    Aeon Mall Co., Ltd.   49,593     1,309,577
    Mitsubishi Estate Co., Ltd.   194,000     4,680,034
    Mitsui Fudosan Co., Ltd.   101,359     2,204,739
    Shoei Co., Ltd.   39,000     528,192
    Sumitomo Realty & Development Co., Ltd.   65,120     1,611,751
       
          10,334,293
  Office – 7.2%          
    Japan Excellent, Inc. *   25     200,958
    Nippon Building Fund, Inc. *   74     1,039,968
    NTT Urban Development Corp.   816     1,322,078
       
          2,563,004
Total Japan (Cost $12,815,832)         13,280,773
Malaysia – 3.0%          
  Diversified – 3.0%          
    KLCC Property Holdings Berhad   515,000     545,056
    SP Setia Berhad   349,500     526,311
       
          1,071,367
Total Malaysia (Cost $1,006,755)         1,071,367
See notes to financial statements and notes to portfolio of investments.

77


Philippines – 2.3%            
  Diversified – 2.3%            
    Filinvest Land, Inc.   5,800,000   $ 191,109  
    Megaworld Corp.   6,972,507     633,480  
       
 
          824,589  
Total Philippines (Cost $573,697)         824,589  
Singapore – 11.5%            
  Diversified – 10.9%            
    Allco Commercial Real Estate Investment Trust *   750,000     466,324  
    Allgreen Properties, Ltd.   300,000     310,535  
    Ascendas India Trust *   254,000     225,864  
    Capitaland, Ltd.   360,000     1,568,099  
    CDL Hospitality Trusts *   453,836     740,918  
    Keppel Land, Ltd.   117,000     591,726  
       
 
          3,903,466  
  Retail – 0.6%            
    CapitaRetail China Trust *   128,366     191,731  
Total Singapore (Cost $4,210,557)         4,095,197  
Total Common Stocks (Cost $37,007,352)         41,305,666  
Warrants – 5.0%            
India – 5.0%            
    Ansal Properties & Infrastructure, Ltd., Macquarie Bank, Ltd., expiring 1/17/12 (a)   44,000     474,320  
    Unitech, Ltd., Macquarie Bank, Ltd., expiring 6/24/08 (a)   106,000     1,315,460  
Total India (Cost $1,046,871)         1,789,780  
Total Warrants (Cost $1,046,871)         1,789,780  
Rights – 0.0%            
Hong Kong – 0.0%            
    The Wharf (Holdings) Ltd., expiring 1/08/08 (a) (Cost $0)   7,125     9,777  
Short-Term Investments – 1.1%            
  Other Investment Companies – 1.1%            
    Dreyfus Cash Management, Institutional Shares, 4.85% (b) (Cost $383,872)   383,872     383,872  
Total Investments – 121.8% (Cost $38,438,095)         43,489,095  
Other assets less liabilities – (21.8)%         (7,779,169 )
Net Assets – 100%       $ 35,709,926  

Notes to Portfolio of Investments

*
Company is organized as a real estate investment trust as defined by the laws of its country of domicile.
(a)
As of December 31, 2007, this security had not paid a distribution.
(b)
Rate reflects 7 day yield as of December 31, 2007.

See notes to financial statements.


78



RMR Asia Pacific Real Estate Fund
Financial Statements

Statement of Assets and Liabilities


 
December 31, 2007
   
 

 
Assets        
  Investments in securities, at value (cost $38,438,095)   $ 43,489,095  
  Cash     295  
  Foreign currency, at value (cost 5,325)     5,325  
  Dividends and interest receivable     144,598  
   
 
    Total assets     43,639,313  
   
 
Liabilities        
  Distributions payable     7,809,750  
  Advisory fee payable     27,354  
  Accrued expenses and other liabilities     92,283  
   
 
    Total liabilities     7,929,387  
   
 
Net assets   $ 35,709,926  
   
 
Composition of net assets        
  $.001 par value per share; unlimited number of shares
authorized, 1,755,000 shares issued and outstanding
  $ 1,755  
  Additional paid-in capital     33,409,785  
  Distributions in excess of net investment income     (2,746,073 )
  Accumulated net realized loss on investments and foreign currency transactions     (8,153 )
  Net unrealized appreciation on investments and foreign currency transactions     5,052,612  
   
 
Net assets   $ 35,709,926  
   
 
Net asset value per share (based on 1,755,000 common
shares outstanding)
  $ 20.35  
   
 

See notes to financial statements.


79


Statement of Operations


 
For the Year Ended December 31, 2007
   
 

 
Investment Income        
  Dividends (Cash distributions received or due, net of
foreign taxes withheld of $127,583)
  $ 993,447  
  Interest     22,279  
   
 
    Total investment income     1,015,726  
   
 
Expenses        
  Advisory     457,355  
  Audit and legal     119,304  
  Administrative     107,769  
  Custodian     82,123  
  Compliance and internal audit     30,040  
  Excise tax     28,052  
  Trustees' fees and expenses     22,355  
  Shareholder reporting     21,770  
  Other     57,547  
   
 
    Total expenses     926,315  
  Less: expense waived by the Advisor     (114,339 )
   
 
    Net expenses     811,976  
   
 
      Net investment income     203,750  
   
 
Realized and unrealized gain (loss) on investment and foreign currency transactions        
  Net realized gain on investments (net of foreign capital gain taxes of $10,336)     6,448,736  
  Net realized loss on foreign currency transactions     (11,404 )
  Net change in unrealized appreciation/(depreciation) on investments and foreign
currency transactions
    (1,965,895 )
   
 
    Net increase in net assets resulting from operations   $ 4,675,187  
   
 

See notes to financial statements.


80


Statements of Changes in Net Assets


 
  Year Ended
December 31,
2007

  For the Period
May 25,
2006(a) to
December 31,
2006


Increase in net assets resulting from operations            
  Net investment income   $ 203,750   $ 353,151
  Net realized gain on investment and foreign currency transactions     6,437,332     647,831
  Net change in unrealized appreciation/(depreciation) on investments and
foreign currency transactions
    (1,965,895 )   7,018,507
   
 
      Net increase in net assets resulting from operations     4,675,187     8,019,489
   
 
  Distributions to common shareholders from:            
    Net investment income     (6,911,460 )  
    Net realized gain on investments     (3,565,890 )  
Capital shares transactions            
  Net proceeds from sale of common shares         33,392,600
   
 
    Net increase from capital transactions         33,392,600
   
 
    Total increase (decrease) in net assets     (5,802,163 )   41,412,089
Net assets            
  Beginning of year     41,512,089     100,000
   
 
  End of year (including undistributed (distributions in excess of) net
investment income of $(2,746,073) and $857,421, respectively)
  $ 35,709,926   $ 41,512,089
   
 
Common shares issued and repurchased            
  Shares outstanding, beginning of year     1,755,000     5,000
    Shares issued         1,750,000
   
 
  Shares outstanding, end of year     1,755,000     1,755,000
   
 

(a) Commencement of operations.
See notes to financial statements.


81



RMR Asia Pacific Real Estate Fund
Financial Highlights

Selected Data For A Common Share Outstanding Throughout Each Period


 
 
  Year Ended
December 31,
2007

  For the Period
May 25,
2006(a) to
December 31,
2006

 

 
Per Common Share Operating Performance (b)              
Net asset value, beginning of period   $ 23.65   $ 19.08 (c)
   
 
 
Income from Investment Operations              
Net investment income (d)     .12     .21  
Net realized and unrealized appreciation/(depreciation) on investments     2.55     4.40  
   
 
 
Net increase in net asset value from operations     2.67     4.61  
Less: Distributions to common shareholders from:              
  Net investment income     (3.94 )    
  Net realized gain on investments     (2.03 )    

Common share offering costs charged to capital

 

 


 

 

(.04

)
   
 
 
Net asset value, end of period   $ 20.35   $ 23.65  
   
 
 
Market price, beginning of period   $ 23.41   $ 20.00  
   
 
 
Market price, end of period   $ 16.95   $ 23.41  
   
 
 

 
Total Return (e)              
Total investment return based on:              
  Market price (f)     (2.99 )%   17.05 %
  Net asset value (f)     11.80 %   23.95 %

 
Ratios/Supplemental Data:              
Ratio to average net assets attributable to common shares of:              
  Net investment income (d)     0.45 %   1.64 %(g)
  Expenses, net of fee waivers     1.78 %   2.25 %(g)
  Expenses, before fee waivers     2.03 %   2.50 %(g)
Portfolio Turnover Rate     68.69 %   27.61 %
Net assets attributable to common shares, end of period (000s)   $ 35,710   $ 41,512  
(a)
Commencement of operations.
(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. We 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 RMR Advisors for $20 per share.
(d)
Amounts are net of expenses waived by RMR Advisors.
(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 RMR Advisors had not contractually waived a portion of its investment advisory fee.
(g)
Annualized.

See notes to financial statements.


82



RMR Asia Pacific Real Estate Fund
Notes to Financial Statements

December 31, 2007

Note A

(1)  Organization

RMR Asia Pacific Real Estate Fund, or the Fund, was organized as a Massachusetts business trust on February 14, 2006, and is registered under the Investment Company Act of 1940, as amended, of the 1940 Act, as a non-diversified closed-end management investment company. The Fund had no operations prior to May 25, 2006, other than matters relating to the Fund's establishment and registration of the Fund's common shares under the Securities Act of 1933, and the sale of 5,000 common shares for $100,000 to RMR Advisors, Inc., or RMR Advisors. On May 25, 2006, the Fund sold 1,750,000 common shares in an initial public offering including 40,000 shares sold to affiliates of RMR Advisors. Proceeds to the Fund were $33,392,600 after deducting underwriting commission and $68,400 of offering expenses. There was no underwriting commission or offering expenses paid on shares sold to the affiliates of RMR Advisors.

(2)  Use of Estimates

Preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires the Fund's management to make estimates and assumptions that may affect the amounts reported in the financial statements and related notes. The actual results could differ from these estimates.

(3)  Portfolio Valuation

Investment securities of the Fund are valued at the latest sales price reflected on the consolidated tape of the exchange that reflects the principal market for such securities whenever that price is readily available on that day; securities for which no sales were reported on that day, unless otherwise noted, are valued at the last available bid price on that day. Any of the Fund's securities which are not readily marketable, which are not traded or which have other characteristics of illiquidity are valued by the Fund at fair value as determined in good faith under the supervision of the Fund's board of trustees. Numerous factors may be considered when determining fair value of a security, including cost at date of purchase, type of security, the nature and duration of restrictions on disposition of the security and whether the issuer of the security being fair valued has other securities of the same type outstanding. Short term debt securities with less than 60 days until maturity may be valued at cost, which when combined with interest accrued, approximates market value.

Some foreign markets close before the close of customary trading sessions on the American Stock Exchange or AMEX (normally 4:00 p.m. eastern time). Occasionally, events occur after the principal foreign exchange on which the foreign securities trade has closed but before the AMEX closes and the Fund determines net asset value, or NAV, that could affect the value of the securities the Fund owns or cause their prices to be unreliable. If these events are expected to materially affect the Fund's NAV, the prices of such securities will be adjusted to reflect their estimated fair value as of the close of the AMEX, as determined in good faith under procedures established by the Fund's board of trustees.

(4)  Securities Transactions and Investment Income

Securities transactions are recorded on a trade date basis. Dividend income is recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, including accretion of original issue discount, where applicable, and accretion of discount on short term investments, is recorded on the accrual basis. Realized gains and losses from securities transactions are recorded on the basis of identified cost.


83


(5)  Taxes

The Fund has qualified and intends to qualify in the future as a "regulated investment company" and to comply with the applicable provisions of subchapter M of the Internal Revenue Code of 1986, as amended, so that it will generally not be subject to federal income tax. However, the Fund may be subject to a 4% excise tax to the extent the Fund does not distribute substantially all taxable earnings.

Some Asia Pacific governments may subject the Fund's investment income and securities sales to withholding or other taxes. For the year ended December 31, 2007, $127,583 of foreign taxes have been withheld from distributions to the Fund and has been recorded as a reduction of dividend income and $10,336 of foreign taxes have been withheld from the proceeds of sale of securities and recorded as a reduction of net realized gains on investments

(6)  Distributable Earnings

The Fund earns income, net of expenses, daily on its investments. It is the policy of the Fund to make distributions of its income at least annually in amounts at least equal to the amount necessary to maintain its status as a registered investment company. On December 12, 2007, the Fund declared a special distribution of $4.45 per common share that was paid on January 31, 2008. Distributions to shareholders are recorded on the ex-dividend date. The Fund's distributions may consist of ordinary income (net investment income and short term capital gains), long term capital gains and return of capital. To the extent the Fund's net realized capital gains, if any, can be offset by capital loss carry forwards, it is the policy of the Fund not to distribute such gains.

The Fund distinguishes between distributions to shareholders on a tax basis and a financial reporting basis. Only distributions in excess of accumulated tax basis earnings and profits are reported in the financial statements as a tax return of capital. Differences in the recognition or classification of income between the financial statements and tax earnings and profits which result in temporary over distributions for financial statement purposes are classified as distributions in excess of net investment income or accumulated net realized gains in the components of net assets on the Statement of Assets and Liabilities.

The tax character of distributions made by the Fund during the year ended December 31, 2007, is as follows:

 
  Year Ended
December 31,
2007

Ordinary income   $ 9,007,262
Net long term capital gains     1,470,088
   
    $ 10,477,350
   

As of December 31, 2007, the components of distributable earnings on a federal income tax basis were as follows:

Undistributed ordinary income   $  
Accumulated capital and other losses     (1,626,006 )
Net unrealized appreciation/(depreciation)     4,105,216  

84


Under current tax law, certain capital or net foreign currency losses and net passive foreign investment company mark to market losses realized after October 31 within the taxable year may be deferred and treated as occurring on the first day of the following tax year. For the tax year ended December 31, 2007, the Fund elected to defer net passive foreign investment company losses of $1,626,006 arising between November 1, 2007 and December 31, 2007.

The differences between the financial reporting basis and tax basis of accumulated capital and other losses and unrealized appreciation/depreciation are due to mark to market and adjustments to the Fund's investments in passive foreign investment companies and wash sales of portfolio investments.

The cost, gross unrealized appreciation and unrealized depreciation of the Fund's investments for federal income tax purposes as of December 31, 2007, are as follows:

Cost   $ 39,385,491  
   
 
Gross unrealized appreciation     6,211,825  
Gross unrealized depreciation     (2,108,221 )
   
 
Net unrealized appreciation/(depreciation)   $ 4,103,604  
   
 

(7)  Concentration of Risk

Under normal market conditions, the Fund's investments will be concentrated in common shares, preferred shares and debt securities, including convertible preferred and debt securities, issued by Asia Pacific real estate companies and REITs. The value of Fund shares may fluctuate more than the shares of a fund not concentrated in the real estate industry or in the Asia Pacific region due to economic, legal, regulatory, technological or other developments affecting the Asia Pacific real estate industry and securities market.

(8)  Foreign Securities Risk

As compared to U.S. securities, foreign securities may be issued by companies which provide less financial and other information, and which are subject to less developed and difficult to access legal systems, less stringent accounting, auditing and financial reporting standards or different governmental regulations. As compared to U.S. securities markets, foreign securities markets may have different settlement procedures, may have higher transaction costs, may be conducted in a less regulated manner, are generally smaller and may be less liquid and more volatile than securities markets in the U.S. The value of foreign securities may also decline or be unstable because of political, social or economic events or instability outside of the U.S.

(9)  Foreign Currency Transactions

The accounting records of the Fund are maintained in U.S. dollars. Portfolio securities and other assets and liabilities denominated in a foreign currency are translated daily into U.S. dollars at the prevailing rates of exchange. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the prevailing exchange rates on the respective transaction dates.

The Fund does not isolate the portion of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in the market prices of investments. Such fluctuations are included in net realized and unrealized gain (loss) on investments. Net realized gain (loss) on foreign currency transactions represents net foreign currency gain (loss) from forward currency contracts, disposition of foreign currencies, currency gain (loss) realized between the trade and settlement dates on securities


85



transactions, and the difference between the amount of dividends, interest and foreign withholding taxes recorded on the Fund's accounting records and the U.S. dollar equivalent amounts actually received or paid. Net unrealized foreign currency appreciation/(depreciation) arises from changes in the value of assets and liabilities, other than investments in securities, as a result of changes in exchange rates.

(10) Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board, or FASB, issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109", or FIN 48. FIN 48 was effective for the fiscal years beginning after December 15, 2006. The Securities and Exchange Commission delayed the application of FIN 48 to open and closed end funds to not later than June 29, 2007. FIN 48 prescribes how the Fund should recognize, measure and present in the Fund's financial statements uncertain tax provisions that have been taken or expected to be taken in a tax return. Pursuant to FIN 48 the Fund can recognize a tax benefit only if it is "more likely than not" that a particular tax position will be sustained upon examination or audit. To the extent the "more likely than not" standard has been satisfied the benefits associated with a tax position is measured as the largest amount that is greater than 50% likely of being realized upon settlement. As required, the Fund has adopted FIN 48 effective June 29, 2007, and concluded that the effect is not material to its financial statements. Each of the tax years in the three year period ended December 31, 2007, remains subject to examination by the Internal Revenue Service.

In September 2006, FASB issued Statement of Accounting Standards No. 157, "Fair Value Measurements", or SFAS 157, which is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands required disclosures about fair value measurements. Management has evaluated the application of the Statement to the Fund and believes the impact will be limited to expanded financial statement disclosures.

Note B

Advisory, Subadvisory and Administration Agreements and Other Transactions with Affiliates

The Fund has an advisory agreement with RMR Advisors, to provide the Fund with a continuous investment program, oversee the subadvisor and generally manage the business affairs of the Fund in accordance with its investment objectives and policies. Pursuant to the agreement, RMR Advisors is compensated at an annual rate of 1% of the Fund's average daily net assets.

RMR Advisors has contractually agreed to waive a portion of its annual fee equal to 0.25% of the Fund's average daily net assets from May 25, 2006 until May 25, 2011. The Fund incurred net advisory fees of $343,016 during the year ended December 31, 2007. The amount of fees waived by the Advisor was $114,339 for the year ended December 31, 2007.

RMR Advisors has entered into a subadvisory agreement with MacarthurCook Investment Managers Ltd., or MacarthurCook, to make day-to-day investment decisions and to generally manage the business affairs of the Fund in accordance with its investment objectives and policies. Pursuant to the agreement, RMR Advisors, and not the Fund, will pay the subadvisor a monthly fee equal to an annual rate of 0.375% of the Fund's average daily net assets. MacarthurCook has agreed to waive a portion of the fee payable by RMR Advisors such that until May 25, 2011, the fee payable will be equal to 0.25% of the Fund's average daily net assets.


86



RMR Advisors also performs administrative functions for the Fund pursuant to an administration agreement with the Fund. RMR Advisors has entered into a subadministration agreement with State Street Bank and Trust Company, or State Street, to perform substantially all Fund accounting and other administrative services. Under the administration agreement, RMR Advisors is entitled to reimbursement of the cost of providing administrative services. The Fund reimbursed RMR Advisors for $107,769 of subadministrative fees charged by State Street for the year ended December 31, 2007.

Each trustee who is not a director, officer or employee of RMR Advisors and who is not an "interested person" of the Fund as defined under the 1940 Act is considered to be a "disinterested trustee". Disinterested trustees are each paid by the Fund an annual fee plus fees for board and committee meetings. The Fund incurred $22,355 of trustee fees and expenses during the year ended December 31, 2007.

The Fund's board of trustees and separately the disinterested trustees authorized the Fund to make reimbursement payments to RMR Advisors for costs related to the Fund's compliance and internal audit programs. The Fund incurred $30,040 of compliance and internal audit expense during the year ended December 31, 2007. The Fund also participates in pooled insurance programs with RMR Advisors and other funds managed by RMR Advisors and makes payments of allocated portions of related premiums. The Fund incurred $22,261 of insurance expense during the year ended December 31, 2007.

Note C

Securities Transactions

During the year ended December 31, 2007, there were purchases and sales transactions (excluding short term securities) of $31,329,360 and $34,005,674 respectively. Brokerage commissions on securities transactions amounted to $139,872 during the year ended December 31, 2007.


87


Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders
of RMR Asia Pacific Real Estate Fund:

We have audited the accompanying statement of assets and liabilities of RMR Asia Pacific Real Estate Fund (the "Fund"), including the portfolio of investments, as of December 31, 2007, and the related statement of operations for the year then ended and the statements of changes in net assets and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2007, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of RMR Asia Pacific Real Estate Fund at December 31, 2007, the results of its operations for the year then ended and the changes in its net assets and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

SIGNATURE

Boston, Massachusetts
February 21, 2008


88


RMR Asia Real Estate Fund
December 31, 2007

LOGO

To our shareholders,

In the pages that follow, you will find data summarizing our financial results for the period from May 25, 2007, the date we commenced operations, through December 31, 2007, and our financial position as of December 31, 2007.

Although the Fund has been in operation for only a short time, we have taken the steps to build what we believe will be a sound long term investment portfolio.

Relevant Market Conditions

Real Estate Industry Fundamentals.     In 2008, we expect commercial real estate fundamentals in the Asian region to remain healthy due to strong leasing demand. Office market vacancy rates are expected to remain low in Hong Kong, Singapore and Tokyo. Strong national income growth in all countries, except for Japan, should lead to growing retail sales and rising rents for retail property. The industrial real estate sector is expected to do well because logistics networks are developing in emerging countries. Residential real estate prices are expected to increase because of rising incomes and the urbanization process underway in China and India.

Economic growth in the coming year is expected to remain strong throughout Asia. The International Monetary Fund expects 8.6% GDP growth for developing Asia and 1.5% for Japan. Real estate companies in the region are generally conservatively financed. However, credit tightening by lenders across the globe may slow the rate of growth for some real estate companies in the region in 2008.

Real Estate Industry Technicals.     We expect continued strong demand for real estate investments in the Asia region in the coming year. High personal savings rates and attractive real estate yields are expected to lead to increasing stock values for real estate companies in the region, especially real estate companies that pay a regular dividend, such as real estate investment trusts, or REITs. Property yields in the region typically are 2-3% higher than long term government bond yields. The number of REITs in the region continues to grow, and several countries are considering initiating REIT legislation, including the Philippines, India and China.

Fund Strategies, Techniques and Performance

Our primary investment objective is capital appreciation. There can be no assurance that we will achieve our investment objective.

Although the Fund's primary investment objective is capital appreciation (rather than pay high income) and the Fund has operated for less than one year, it made a one time distribution of $0.35 per share to shareholders in December 2007. This distribution represents an annualized return on investment of about 3% based on the Fund's IPO price of $20.00 per share in May 2007.


89



During the period from May 25, 2007 through December 31, 2007, our total return on net asset value, or NAV, was negative 3.24%. During that same period, the total return for the EPRA NAREIT Asia Index (an unmanaged index of Asia Pacific real estate common stocks) was negative 1.3%. We believe this index is relevant to us because all our investments as of December 31, 2007, excluding short term investments, were in securities of real estate companies in countries covered by this index. The S&P 500 Index (an unmanaged index published as Standard and Poor's Composite Index of 500 common stocks) total return for the same period was negative 3.30%.

Thank you for your continued support. For more information, please view our website at www.rmrfunds.com.

Sincerely,

GRAPHIC

Adam D. Portnoy
President

February 20, 2008


90


LOGO

Portfolio holdings by sub-sector as a percentage of investments
(as of December 31, 2007)*

  Diversified   69 %
  Hospitality   11 %
  Other, less than 10%   19 %
  Short term investments   1 %
   
 
    Total investments   100 %
   
 
  Real Estate   99 %
  Short term investments   1 %
   
 
    Total investments   100 %
   
 

Portfolio holdings by country (as of December 31, 2007)*

  Hong Kong   45 %
  Japan   34 %
  Singapore   11 %
  Other, less than 10%   9 %
  Short term investments   1 %
   
 
    Total   100 %
   
 

*
These percentages represent the Fund's portfolio holdings by sub-sector as a percentage of total portfolio holdings and do not match with the percentages included in the Portfolio of Investments schedule which represent the Fund's portfolio holdings by sub-sector as a percentage of the Fund's net assets.

91


RMR Asia Real Estate Fund
Portfolio of Investments
– December 31, 2007


 
Company
  Shares
  Value
 

 
Common Stocks – 97.3%            
Hong Kong – 46.2%            
  Diversified – 27.6%            
    Agile Property Holdings, Ltd.   935,000   $ 1,705,145  
    China New Town Development Co. Ltd (a)   550,000     225,433  
    China Overseas Land & Investment Ltd   160,000     331,187  
    China Resources Land, Ltd.   1,015,000     2,244,158  
    Great Eagle Holdings, Ltd.   200,000     747,685  
    Guangzhou R&F Properties Co., Ltd., Class H   280,000     998,282  
    Henderson Land Development Co., Ltd.   333,000     3,141,066  
    Hongkong Land Holdings, Ltd.   985,000     4,865,900  
    Hysan Development Co., Ltd.   1,122,000     3,208,839  
    Kerry Properties, Ltd.   90,000     727,166  
    New World China Land, Ltd.   1,092,000     990,130  
    Shenzhen Investment, Ltd.   2,000,000     1,431,246  
    Shimao Property Holdings, Ltd.   330,000     841,358  
    Shun TAK Holdings, Ltd.   585,000     919,807  
    SPG Land Holdings Ltd (a)   800,000     717,162  
    The Wharf (Holdings) Ltd.   120,000     629,441  
       
 
          23,724,005  
  Hospitality – 11.5%            
    Regal Real Estate Investment Trust *   2,500,000     689,333  
    Sun Hung Kai Properties, Ltd.   433,000     9,184,882  
       
 
          9,874,215  
  Office – 0.3%            
    Champion Real Estate Investment Trust *   490,000     287,185  
  Retail – 6.8%            
    Hang Lung Properties, Ltd.   1,174,000     5,450,381  
    The Link REIT *   190,000     412,291  
       
 
          5,862,672  
Total Hong Kong (Cost $32,345,857)         39,748,077  
Japan – 34.3%            
  Apartments – 1.6%            
    New City Residence Investment Corp. *   110     451,954  
    Nippon Residential Investment Corp. *   210     947,411  
       
 
          1,399,365  
See notes to financial statements and notes to portfolio of investments.  

92


  Diversified – 26.5%            
    Aeon Mall Co., Ltd.   61,000   $ 1,610,795  
    Mitsubishi Estate Co., Ltd.   506,000     12,206,687  
    Mitsui Fudosan Co., Ltd.   220,000     4,785,391  
    Shoei Co., Ltd.   76,960     1,042,300  
    Sumitomo Realty & Development Co., Ltd.   125,000     3,093,810  
       
 
          22,738,983  
  Office – 6.2%            
    Japan Excellent, Inc. *   50     401,916  
    Japan Real Estate Investment Corp. *   35     438,616  
    Nippon Building Fund, Inc. *   210     2,951,260  
    NTT Urban Development Corp.   950     1,539,184  
       
 
          5,330,976  
Total Japan (Cost $39,293,371)         29,469,324  
Malaysia – 3.3%            
  Diversified – 3.3%            
    KLCC Property Holdings Berhad   1,349,000     1,427,729  
    SP Setia Berhad   924,000     1,391,448  
       
 
          2,819,177  
Total Malaysia (Cost $3,139,244)         2,819,177  
Philippines – 2.7%            
  Diversified – 2.7%            
    Filinvest Land, Inc.   20,500,000     675,469  
    Megaworld Corp.   17,963,000     1,632,011  
       
 
          2,307,480  
Total Philippines (Cost $2,518,367)         2,307,480  
Singapore – 10.8%            
  Diversified – 10.8%            
    Allgreen Properties, Ltd.   1,965,000     2,034,006  
    Ascendas India Trust   464,000     412,602  
    Capitaland, Ltd.   360,000     1,568,099  
    CDL Hospitality Trusts *   1,319,000     2,153,357  
    City Developments, Ltd.   158,000     1,558,651  
    Keppel Land, Ltd.   220,000     1,112,647  
    Singapore Land, Ltd.   87,000     483,518  
       
 
          9,322,880  
Total Singapore (Cost $10,251,230)         9,322,880  
See notes to financial statements and notes to portfolio of investments.  

93


Total Common Stocks (Cost $87,548,069)       $ 83,666,938  
Warrants – 3.8%            
India – 3.8%            
    Ansal Properties & Infrastructure, Ltd., Macquarie Bank, Ltd., expiring 1/17/12 (a)   93,000     1,002,540  
    Unitech, Ltd., Macquarie Bank, Ltd., expiring 6/24/08 (a)   180,000     2,233,800  
Total India (Cost $1,821,137)         3,236,340  
Total Warrants (Cost $1,821,137)         3,236,340  
Rights – 0.0%            
Hong Kong – 0.0%            
    The Wharf (Holdings) Ltd., expiring 1/08/08 (a) (Cost $0)   15,000     20,584  
Short-Term Investments – 0.9%            
  Other Investment Companies – 0.9%            
    Dreyfus Cash Management, Institutional Shares, 4.85% (b) (Cost $794,217)   794,217     794,217  
Total Investments – 102.0% (Cost $90,163,423)         87,718,079  
Other assets less liabilities – (2.0)%         (1,706,630 )
Net Assets – 100%       $ 86,011,449  

Notes to Portfolio of Investments

*
Company is organized as a real estate investment trust as defined by the laws of its country of domicile.
(a)
As of December 31, 2007, this security had not paid a distribution.
(b)
Rate reflects 7 day yield as of December 31, 2007.

See notes to financial statements.


94



RMR Asia Real Estate Fund
Financial Statements

Statement of Assets and Liabilities


 
December 31, 2007
   
 

 
Assets        
  Investments in securities, at value (cost $90,163,423)   $ 87,718,079  
  Cash     675  
  Foreign currency, at value (cost $14,079)     14,079  
  Dividends and interest receivable     109,343  
   
 
    Total assets     87,842,176  
   
 
Liabilities        
  Distributions payable     1,664,250  
  Advisory fee payable     56,061  
  Accrued expenses and other liabilities     110,416  
   
 
    Total liabilities     1,830,727  
   
 
Net assets   $ 86,011,449  
   
 
Composition of net assets        
  $.001 par value per share; unlimited number of shares
authorized, 4,755,000 shares issued and outstanding
  $ 4,755  
  Additional paid-in capital     90,630,245  
  Distributions in excess of net investment income     (1,347,247 )
  Accumulated net realized loss on investment and
foreign currency transactions
    (831,685 )
  Net unrealized depreciation on investments and foreign currency transactions     (2,444,619 )
   
 
Net assets   $ 86,011,449  
   
 
Net asset value per share (based on 4,755,000 common
shares outstanding)
  $ 18.09  
   
 

See notes to financial statements.


95


Statement of Operations


 
For the Period May 25, 2007(a) to December 31, 2007
   
 

 
Investment Income        
  Dividends (cash distributions received or due, net of
foreign taxes withheld of $42,380)
  $ 769,997  
  Interest     122,310  
   
 
    Total investment income     892,307  
   
 
Expenses        
  Advisory     516,710  
  Audit and legal     82,740  
  Custodian     81,903  
  Administrative     63,793  
  Shareholder reporting     32,235  
  Compliance and internal audit     17,781  
  Trustees' fees and expenses     16,129  
  Other     43,637  
   
 
    Total expenses     854,928  
  Less: expense waived by the Advisor     (129,177 )
   
 
    Net expenses     725,751  
   
 
      Net investment income     166,556  
   
 
Realized and unrealized gain (loss) on investment and foreign currency transactions        
  Net realized loss on investments     (705,999 )
  Net realized gain on foreign currency transactions     24,761  
  Net change in unrealized appreciation/(depreciation) on investments and foreign
currency transactions
    (2,444,619 )
   
 
    Net decrease in net assets resulting from operations   $ (2,959,301 )
   
 
(a)
Commencement of operations.

See notes to financial statements.


96


Statement of Changes in Net Assets


 
 
  For the Period
May 25,
2007(a) to
December 31, 2007

 

 
Increase (decrease) in net assets resulting from operations        
  Net investment income   $ 166,556  
  Net realized loss on investment and foreign currency transactions     (681,238 )
  Net change in unrealized appreciation/(depreciation) on investments and foreign currency transactions     (2,444,619 )
   
 
    Net decrease in net assets resulting from operations     (2,959,301 )
   
 
  Distributions to common shareholders from:        
    Net investment income     (1,664,250 )
Capital shares transactions        
  Net proceeds from sale of common shares     90,535,000  
   
 
    Net increase from capital transactions     90,535,000  
   
 
    Total increase in net assets     85,911,449  
Net assets        
  Beginning of year     100,000  
   
 
  End of year (including distributions in excess of net investment income of
$(1,347,247)
  $ 86,011,449  
   
 
Common shares issued and repurchased        
  Shares outstanding, beginning of year     5,000  
    Shares issued     4,750,000  
   
 
  Shares outstanding, end of year     4,755,000  
   
 

(a) Commencement of operations.
See notes to financial statements.


97


RMR Asia Real Estate Fund
Financial Highlights

Selected Data For A Common Share Outstanding Throughout Each Period


 
 
  For the Period
May 25,
2007(a) to
December 31,
2007

 

 
Per Common Share Operating Performance (b)        
Net asset value, beginning of period   $ 19.06 (c)
   
 
Income from Investment Operations        
Net investment income (d)     .04  
Net realized and unrealized appreciation/(depreciation) on investments     (.62 )
   
 
Net decrease in net asset value from operations     (.58 )
Less: Distributions to common shareholders from:        
  Net investment income     (.35 )
Common share offering costs charged to capital     (.04 )
   
 
Net asset value, end of period   $ 18.09  
   
 
Market price, beginning of period   $ 20.00  
   
 
Market price, end of period   $ 15.07  
   
 
Total Return (e)        
Total investment return based on:        
  Market price (f)     (22.91 )%
  Net asset value (f)     (3.24 )%
Ratios/Supplemental Data:        
Ratio to average net assets attributable to common shares of: (g)        
  Net investment income (d)     0.32 %
  Expenses, net of fee waivers     1.40 %
  Expenses, before fee waivers     1.65 %
Portfolio Turnover Rate     16.99 %
Net assets attributable to common shares, end of period (000s)   $ 86,011  
(a)
Commencement of 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. We 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 RMR Advisors.
(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 RMR Advisors had not contractually waived a portion of its investment advisory fee.
(g)
Annualized.

See notes to financial statements.


98



RMR Asia Real Estate Fund
Notes to Financial Statements

December 31, 2007

Note A

(1)  Organization

RMR Asia Real Estate Fund, or the Fund, was organized as a Massachusetts business trust on January 18, 2007, and is registered under the Investment Company Act of 1940, as amended, or the 1940 Act, as a non-diversified closed-end management investment company. The Fund had no operations prior to May 25, 2007, other than matters relating to the Fund's establishment, registration of the Fund's common shares under the Securities Act of 1933, and the sale of 5,000 common shares for $100,000 to RMR Advisors, Inc., or RMR Advisors. On May 25, 2007, the Fund sold 4,750,000 common shares in an initial public offering. Proceeds to the Fund were $90,535,000 after deducting underwriting commissions and $190,000 of offering expenses.

(2)  Use of Estimates

Preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires the Fund's management to make estimates and assumptions that may affect the amounts reported in the financial statements and related notes. The actual results could differ from these estimates.

(3)  Portfolio Valuation

Investment securities of the Fund are valued at the latest sales price reflected on the consolidated tape of the exchange that reflects the principal market for such securities whenever that price is readily available on that day; securities for which no sales were reported on that day, unless otherwise noted, are valued at the last available bid price on that day. Any of the Fund's securities which are not readily marketable, which are not traded or which have other characteristics of illiquidity are valued by the Fund at fair value as determined in good faith under the supervision of the Fund's board of trustees. Numerous factors may be considered when determining fair value of a security, including cost at date of purchase, type of security, the nature and duration of restrictions on disposition of the security and whether the issuer of the security being fair valued has other securities of the same type outstanding. Short term debt securities with less than 60 days until maturity may be valued at cost, which when combined with interest accrued, approximates market value.

Some foreign markets close before the close of customary trading sessions on the American Stock Exchange or AMEX (normally 4:00 p.m. eastern time). Occasionally, events occur after the principal foreign exchange on which the foreign securities trade has closed but before the AMEX closes and the Fund determines net asset value, or NAV, that could affect the value of the securities the Fund owns or cause their prices to be unreliable. If these events are expected to materially affect the Fund's NAV, the prices of such securities will be adjusted to reflect their estimated fair value as of the close of the AMEX, as determined in good faith under procedures established by the Fund's board of trustees.

(4)  Securities Transactions and Investment Income

Securities transactions are recorded on a trade date basis. Dividend income is recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, including accretion of original issue discount, where applicable, and accretion of discount on short term investments, is recorded on the accrual basis. Realized gains and losses from securities transactions are recorded on the basis of identified cost.


99


(5)  Taxes

The Fund has qualified and intends to qualify in the future as a "regulated investment company" and to comply with the applicable provisions of subchapter M of the Internal Revenue Code of 1986, as amended, so that it will generally not be subject to federal income tax. However, the Fund may be subject to a 4% excise tax to the extent the Fund does not distribute substantially all taxable earnings.

Some Asian governments may subject the Fund's investment income and securities sales to withholding or other taxes. For the period ended December 31, 2007, $42,380 of foreign taxes has been withheld from distributions to the Fund and has been recorded as a reduction of dividend income.

(6)  Distributable Earnings

The Fund earns income, net of expenses, daily on its investments. It is the policy of the Fund to make distributions of its income at least annually in amounts at least equal to the amount necessary to maintain its status as a registered investment company. On December 12, 2007, the Fund declared a special distribution of $0.35 per common share that was paid on January 31, 2008. Distributions to shareholders are recorded on the ex-dividend date. The Fund's distributions may consist of ordinary income (net investment income and short term capital gains), long term capital gains and return of capital. To the extent the Fund's net realized capital gains, if any, can be offset by capital loss carry forwards, it is the policy of the Fund not to distribute such gains.

The Fund distinguishes between distributions to shareholders on a tax basis and a financial reporting basis. Only distributions in excess of accumulated tax basis earnings and profits are reported in the financial statements as a tax return of capital. Differences in the recognition or classification of income between the financial statements and tax earnings and profits which result in temporary over distributions for financial statement purposes are classified as distributions in excess of net investment income or accumulated net realized gains in the components of net assets on the Statement of Assets and Liabilities.

The tax character of distributions made by the Fund during the period ended December 31, 2007 was as follows:

 
  Period ended
December 31,
2007

Ordinary income   $ 1,664,250
   

As of December 31, 2007, the components of distributable earnings on a federal income tax basis were as follows:

Undistributed ordinary income   $  
Accumulated capital and other losses     (1,705,277 )
Net unrealized depreciation     (2,864,049 )

The differences between the financial reporting basis and tax basis of undistributed ordinary income and unrealized depreciation is due to the mark to market and adjustments to the Fund's investments in passive foreign investment companies.


100



As of December 31, 2007, the Fund had a net capital loss carry forward for federal income tax purposes of $831,685 all of which expires in the year 2015.

Under current tax law, certain capital net foreign currency losses and net passive foreign investment company mark to market losses realized after October 31 within the taxable year may be deferred and treated as occurring on the first day of the following tax year. For the tax period ended December 31, 2007, the Fund elected to defer net passive foreign investment company losses of $873,592 arising between November 1, 2007 and December 31, 2007.

The cost, gross unrealized appreciation and unrealized depreciation of the Fund's investments for federal income tax purposes as of December 31, 2007, are as follows:

Cost   $ 90,582,853  
   
 
Gross unrealized appreciation   $ 9,490,802  
Gross unrealized depreciation     (12,355,576 )
   
 
Net unrealized appreciation/(depreciation)   $ (2,864,774 )
   
 

(7)  Concentration of Risk

Under normal market conditions, the Fund's investments will be concentrated in common shares, preferred shares and debt securities, including convertible preferred and debt securities, issued by Asian real estate companies and REITs. The value of Fund shares may fluctuate more than the shares of a fund not concentrated in the real estate industry or in the Asian region due to economic, legal, regulatory, technological or other developments affecting the Asian real estate industry and securities market.

(8)  Foreign Securities Risk

As compared to U.S. securities, foreign securities may be issued by companies which provide less financial and other information, and which are subject to less developed and difficult to access legal systems, less stringent accounting, auditing and financial reporting standards or different governmental regulations. As compared to U.S. securities markets, foreign securities markets may have different settlement procedures, may have higher transaction costs, may be conducted in a less regulated manner, are generally smaller and may be less liquid and more volatile than securities markets in the U.S. The value of foreign securities may also decline or be unstable because of political, social or economic events or instability outside of the U.S.

(9)  Foreign Currency Transactions

The accounting records of the Fund are maintained in U.S. dollars. Portfolio securities and other assets and liabilities denominated in a foreign currency are translated daily into U.S. dollars at the prevailing rates of exchange. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the prevailing exchange rates on the respective transaction dates.

The Fund does not isolate the portion of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in the market prices of investments. Such fluctuations are included in net realized and unrealized gain (loss) on investments. Net realized gain (loss) on foreign currency transactions represents net foreign currency gain (loss) from forward currency contracts, disposition of foreign currencies, currency gain (loss) realized between the trade and settlement dates on securities


101



transactions, and the difference between the amount of dividends, interest and foreign withholding taxes recorded on the Fund's accounting records and the U.S. dollar equivalent amounts actually received or paid. Net unrealized foreign currency appreciation/(depreciation) arises from changes in the value of assets and liabilities, other than investments in securities, as a result of changes in exchange rates.

(10) Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board, or FASB, issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109", or FIN 48. FIN 48 was effective for the fiscal years beginning after December 15, 2006. The Securities and Exchange Commission delayed the application of FIN 48 to open and closed end funds to not later than June 29, 2007. FIN 48 prescribes how the Fund should recognize, measure and present in the Fund's financial statements uncertain tax provisions that have been taken or expected to be taken in a tax return. Pursuant to FIN 48 the Fund can recognize a tax benefit only if it is "more likely than not" that a particular tax position will be sustained upon examination or audit. To the extent the "more likely than not" standard has been satisfied the benefits associated with a tax position is measured as the largest amount that is greater than 50% likely of being realized upon settlement. As required, the Fund has adopted FIN 48 effective June 29, 2007, and concluded that the effect is not material to its financial statements.

In September 2006, FASB issued Statement of Accounting Standards No. 157, "Fair Value Measurements", or SFAS 157, which is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands required disclosures about fair value measurements. Management has evaluated the application of the Statement to the Fund, and believes the impact will be limited to expanded financial statement disclosures.

Note B

Advisory, Subadvisory and Administration Agreements and Other Transactions with Affiliates

The Fund has an advisory agreement with RMR Advisors, to provide the Fund with a continuous investment program, oversee the subadvisor and generally manage the business affairs of the Fund in accordance with its investment objectives and policies. Pursuant to the agreement, RMR Advisors is compensated at an annual rate of 1% of the Fund's average daily net assets.

RMR Advisors has contractually agreed to waive a portion of its annual fee equal to 0.25% of the Fund's average daily net assets until May 25, 2012. The Fund incurred net advisory fees of $387,533 during the period ended December 31, 2007. The amount of fees waived by the Advisor was $129,177 for the year ended December 31, 2007.

RMR Advisors has entered into a subadvisory agreement with MacarthurCook Investment Managers Ltd., or MacarthurCook, to make day-to-day investment decisions and to generally manage the business affairs of the Fund in accordance with its investment objectives and policies. Pursuant to the agreement, RMR Advisors, and not the Fund, will pay the subadvisor a monthly fee equal to an annual rate of 0.375% of the Fund's average daily net assets. MacarthurCook has agreed to waive a portion of the fee payable by RMR Advisors such that until May 25, 2012, the fee payable will be equal to 0.25% of the Fund's average daily net assets.


102



RMR Advisors, and not the Fund, paid, from its own assets, (i) an incentive fee to RBC Capital Markets Corporation, or RBC, for acting as bookrunning manager in connection with the offering in an amount equal to $234,081 and (ii) an additional fee to Wachovia Capital Markets, LLC, or Wachovia, for advice relating to the structure, design and organization of the Fund as well as services related to the sale and distribution of the Fund's common shares in an amount equal to $379,400. These fees were paid to RBC and Wachovia at the same time as the delivery of the common shares to the underwriters in the Fund's initial public offering.

RMR Advisors, and not the Fund, paid, from its own assets, Foreside Fund Services, LLC, or Foreside, a fee for its distribution assistance in an amount equal to $344,081. Foreside provided distribution assistance by rendering wholesale marketing and marketing consulting services to RMR Advisors and the underwriters in connection with the Fund's initial public offering.

RMR Advisors also performs administrative functions for the Fund pursuant to an administration agreement with the Fund. RMR Advisors has entered into a subadministration agreement with State Street Bank and Trust Company, or State Street, to perform substantially all Fund accounting and other administrative services. Under the administration agreement, RMR Advisors is entitled to reimbursement of the cost of providing administrative services. The Fund reimbursed RMR Advisors for $63,793 of subadministrative fees charged by State Street for the period ended December 31, 2007.

Each trustee who is not a director, officer or employee of RMR Advisors and who is not an "interested person" of the Fund as defined under the 1940 Act is considered to be a "disinterested trustee". Disinterested trustees are each paid by the Fund an annual fee plus fees for board and committee meetings. The Fund incurred $16,129 of trustee fees and expenses during the period ended December 31, 2007.

The Fund's board of trustees and separately the disinterested trustees authorized the Fund to make reimbursement payments to RMR Advisors for costs related to the Fund's compliance and internal audit programs. The Fund incurred $17,781 of compliance and internal audit expense during the period ended December 31, 2007. The Fund also participates in pooled insurance programs with RMR Advisors and other funds managed by RMR Advisors and makes payments of allocated portions of related premiums. The Fund incurred $12,320 of insurance expense during the period ended December 31, 2007.

Note C

Securities Transactions

During the period ended December 31, 2007, there were purchases and sales transactions (excluding short term securities) of $104,899,878 and $14,824,674 respectively. Brokerage commissions on securities transactions amounted to $117,849 during the period ended December 31, 2007.


103


Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of RMR Asia Real Estate Fund:

We have audited the accompanying statement of assets and liabilities of RMR Asia Real Estate Fund (the "Fund"), including the portfolio of investments, as of December 31, 2007, and the related statements of operations, changes in net assets and the financial highlights for the period from May 25, 2007 (commencement of operations) to December 31, 2007. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2007, by correspondence with the custodian. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the RMR Asia Real Estate Fund at December 31, 2007, the results of its operations, changes in its net assets and the financial highlights for the period from May 25, 2007 (commencement of operations) to December 31, 2007, in conformity with U.S. generally accepted accounting principles.

SIGNATURE

Boston, Massachusetts
February 21, 2008


104


RMR Dividend Capture Fund
December 31, 2007

    LOGO

To our shareholders,

In the pages that follow, you will find data summarizing our financial results for the period from December 18, 2007, the date we commenced operations, through December 31, 2007, and our financial position as of December 31, 2007.

We welcome our new investors to the RMR Dividend Capture Fund. We are delighted to have you as shareholders. We are also very excited about this new Fund. We believe now is a good time to take advantage of the dislocation in the marketplace to buy real estate investment trusts, or REITs, and closed end funds at very attractive prices.

REITs are currently trading close to a 20% discount to estimated net asset value, or NAV, compared to historically trading at a 4% premium to estimated NAV. Closed end funds are also trading at deep discounts to NAV (in the range of 6-8%) compared to historically trading at a 3% discount. The Fund's focus will be to take advantage of these low valuations to deliver an attractive dividend yield and to realize the opportunity for capital appreciation as REITs and closed end funds eventually return to historical average trading levels.

We successfully launched the RMR Dividend Capture Fund on December 18, 2007 and by year-end we had 50% of the money raised in the IPO invested. The rest of the proceeds were invested in early January 2008.

Fund Strategies, Techniques and Performance

Our primary investment objective is to earn and pay to our common shareholders a high current dividend income by investing in REITs and closed end funds. Our secondary objective is capital appreciation. There can be no assurance that we will achieve our investment objectives.

During the period December 18, 2007, through December 31, 2007, our total return on NAV (including NAV changes and assuming a hypothetical reinvestment of distributions at NAV), was negative 2.2%. During that same period, the total return for the MSCI US REIT Total Return Index (an unmanaged index of REIT common stocks) was 1.8%. We believe this index is relevant to us because our investments, excluding short term investments, as of December 31, 2007, included 69% REIT common stocks. The S&P 500 Index (an unmanaged index published as Standard and Poor's Composite Index of 500 common stocks) total return for the year ended December 31, 2007 was 1.0%.

Recent Developments     

As I am writing this letter, turmoil in the credit markets is becoming a concern for our Fund. Our business plan anticipates using leverage by using auction rate preferred securities to generate increased dividends for our common shareholders. At present, auction rate preferred securities are currently experiencing a liquidity crisis. We have issued $10 million of auction rate preferred securities which we believe are well protected by asset coverage. However, the spill over impact from auction rate securities issued by others may make it more


105


expensive for us to remarket our auction rate securities or cause us to substitute our preferred share with a less attractive form of leverage. If we are required to pay increased dividends or use less desirable leverage, the level of dividends which we previously anticipated paying common shareholders may decline.

Thank you for your continued support. For more information, please view our website at www.rmrfunds.com.

Sincerely,

GRAPHIC

Adam D. Portnoy
President
February 20, 2008


106


    LOGO

Portfolio holdings by sub-sector as a percentage of investments (as of December 31, 2007)*

  Investment companies   24 %
  Hospitality real estate   19 %
  Office real estate   13 %
  Others, less than 10% each   21 %
  Short term investments   23 %
   
 
    Total investments   100 %
   
 
  REITs   53 %
  Investment companies   24 %
  Short term investments   23 %
   
 
    Total investments   100 %
   
 

*
These percentages represent the Fund's portfolio holdings by sub-sector as a percentage of total portfolio holdings and do not match with the percentages included in the Portfolio of Investments schedule which represent the Fund's portfolio holdings by sub-sector as a percentage of the Fund's net assets.

107


RMR Dividend Capture Fund
Portfolio of Investments
– December 31, 2007


Company

  Shares

  Value


Common Stocks – 60.0%          
Real Estate Investment Trusts – 60.0%          
  Apartments – 2.5%          
    Apartment Investment & Management Co.   16,600   $ 576,518
  Diversified – 8.1%          
    CapLease, Inc.   123,725     1,041,764
    Lexington Corporate Properties Trust   10,883     158,239
    Liberty Property Trust   24,600     708,726
       
          1,908,729
  Hospitality – 22.0%          
    Ashford Hospitality Trust, Inc.   128,430     923,412
    Entertainment Properties Trust   15,200     714,400
    FelCor Lodging Trust, Inc.   45,945     716,282
    Hersha Hospitality Trust   75,370     716,015
    Host Hotels & Resorts, Inc.   41,500     707,160
    LaSalle Hotel Properties   20,500     653,950
    Sunstone Hotel Investors, Inc.   39,640     725,016
       
          5,156,235
  Industrial – 7.3%          
    DCT Industrial Trust, Inc.   80,080     745,545
    First Industrial Realty Trust, Inc.   27,730     959,458
       
          1,705,003
  Office – 15.0%          
    American Financial Realty Trust   102,900     825,258
    Boston Properties, Inc.   11,312     1,038,554
    Brandywine Realty Trust   41,430     742,840
    Mack-Cali Realty Corp.   26,375     896,750
       
          3,503,402
  Retail – 3.1%          
    CBL & Associates Properties, Inc.   30,481     728,801
  Storage – 2.0%          
    U-Store-It Trust   51,800     474,488
Total Real Estate Investment Trusts (Cost $14,774,408)         14,053,176
Total Common Stocks (Cost $14,774,408)         14,053,176

See notes to financial statements.


108



 
Company

  Shares

  Value

 

 
Other Investment Companies – 27.1%            
    Blackrock Enhanced Dividend Achievers Trust   25,700   $ 291,695  
    Blackrock Preferred and Equity Advantage Trust   15,800     270,496  
    Cohen & Steers Advantage Income Realty Fund, Inc.   33,000     483,450  
    Cohen & Steers Premium Income Realty Fund, Inc.   47,376     696,901  
    Cohen & Steers REIT and Preferred Income Fund, Inc.   39,000     737,100  
    DWS Dreman Value Income Edge Fund, Inc.   54,700     754,313  
    DWS RREEF Real Estate Fund II, Inc.   60,100     775,290  
    Eaton Vance Enhanced Equity Income Fund   21,950     398,832  
    ING Global Equity Dividend & Premium Opportunity Fund   4,800     79,392  
    LMP Real Estate Income Fund, Inc.   23,349     339,027  
    Nicholas-Applegate Convertible & Income Fund II   33,300     409,257  
    Nuveen Real Estate Income Fund   14,500     231,565  
    Pioneer Floating Rate Trust   31,100     492,313  
    The Zweig Total Return Fund, Inc.   84,877     384,493  
Total Other Investment Companies (Cost $6,480,937)         6,344,124  
Short-Term Investments – 26.4%            
  Other Investment Companies – 26.4%            
    Dreyfus Cash Management, Institutional Shares, 4.85% (a) (Cost $6,199,000)   6,199,000     6,199,000  
Total Investments – 113.5% (Cost $27,454,345)         26,596,300  
Other assets less liabilities – (13.5)%         (3,154,052 )
Net Assets – 100%       $ 23,442,248  
Notes to Portfolio of Investments  
(a)    Rate reflects 7 day yield as of December 31, 2007.  

See notes to financial statements.


109



RMR Dividend Capture Fund
Financial Statements

Statement of Assets and Liabilities


 
December 31, 2007

   
 

 
Assets        
  Investments in securities, at value (cost $27,454,345)   $ 26,596,300  
  Cash     1,301,667  
  Dividends and interest receivable     424,252  
  Receivable for securities sold     740  
   
 
    Total assets     28,322,959  
   
 
Liabilities        
  Payable for investment securities purchased     4,752,542  
  Advisory fee payable     7,853  
  Accrued expenses and other liabilities     120,316  
   
 
    Total liabilities     4,880,711  
   
 
Net assets   $ 23,442,248  
   
 
Composition of net assets        
  $.001 par value per share;
unlimited number of shares authorized,
1,255,000 shares issued and outstanding
  $ 1,255  
  Additional paid-in capital     23,960,745  
  Undistributed net investment income     251,148  
  Accumulated net realized gain on investment transactions     87,145  
  Net unrealized depreciation on investments     (858,045 )
   
 
Net assets   $ 23,442,248  
   
 
Net asset value per share
(based on 1,255,000 common shares outstanding)
  $ 18.68  
   
 

See notes to financial statements.


110



RMR Dividend Capture Fund
Financial Statements
– continued

Statement of Operations


 
For the Period December 18, 2007(a) to December 31, 2007

   
 

 
Investment Income        
  Dividends (Cash distributions, net of capital gain ($87,143) and return of capital ($15,792) distributions, received or due)   $ 293,389  
  Interest     27,928  
   
 
    Total investment income     321,317  
   
 
Expenses        
  Audit and legal     41,400  
  Excise Tax     10,000  
  Advisory     7,853  
  Administrative     7,500  
  Shareholder reporting     5,000  
  Custodian     3,667  
  Trustees' fees and expenses     1,750  
  Other     2,999  
   
 
    Total expenses     80,169  
   
 
      Net investment income     241,148  
   
 
Realized and unrealized gain (loss) on investments        
  Net realized gain on investments     87,145  
  Net change in unrealized appreciation/(depreciation) on investments     (858,045 )
   
 
  Net realized and unrealized loss on investments     (770,900 )
   
 
    Net decrease in net assets resulting from operations   $ (529,752 )
   
 

(a) Commencement of operations.


See notes to financial statements.


111



RMR Dividend Capture Fund
Financial Statements
– continued

Statement of Changes in Net Assets


 
 
  For the Period
December 18,
2007(a) to
December 31,
2007

 

 
Increase (decrease) in net assets resulting from operations        
  Net investment income   $ 241,148  
  Net realized gain on investments     87,145  
  Net change in unrealized appreciation/(depreciation) on investments     (858,045 )
   
 
    Net decrease in net assets resulting from operations     (529,752 )
   
 
Capital shares transactions        
  Net proceeds from sale of common shares     23,872,000  
   
 
  Net increase from capital transactions     23,872,000  
   
 
    Total increase in net assets     23,342,248  
Net assets        
  Beginning of period     100,000  
   
 
  End of period (including undistributed net investment income of $251,148)   $ 23,442,248  
   
 
Common shares        
  Shares outstanding, beginning of period     5,000  
  Shares issued     1,250,000  
   
 
  Shares outstanding, end of period     1,255,000  
   
 

(a) Commencement of operations.
See notes to financial statements.


112


RMR Dividend Capture Fund
Financial Highlights

Selected Data For A Common Share Outstanding Throughout Each Period


 
 
  For the Period
December 18,
2007(a) to
December 31,
2007

 

 
Per Common Share Operating Performance        
Net asset value, beginning of period     19.14 (b)
   
 
Income from Investment Operations        
Net investment income (c)     .19  
Net realized and unrealized appreciation/(depreciation) on investments     (.61 )
   
 
Net decrease in net asset value from operations     (.42 )
Common share offering costs charged to capital     (.04 )
   
 
Net asset value, end of period   $ 18.68  
   
 
Market price, beginning of period   $ 20.00  
   
 
Market price, end of period   $ 20.00  
   
 
Total Return (d)        
Total investment return based on:        
  Market price (e)     0.00 %
  Net asset value (e)     (2.20 )%
Ratios/Supplemental Data:        
Ratio to average net assets attributable to common shares (f) of:        
  Net investment income     30.71 %
  Expenses     10.21 %
Portfolio Turnover Rate     0.00 %
Net assets attributable to common shares, end of period (000s)   $ 23,442  
(a)
Commencement of operations.
(b)
Net asset value at December 12, 2007, reflects the deduction of the average sales load an offering costs of $0.90 per share paid by the holders of common shares from the $20.00 offering price. We paid a sales load of $0.94 per share on 1,200,000 shares sold to the public and no sales load or offering costs on 50,000 common shares sold to affiliates of the RMR Advisors for $20.00 per share.
(c)
As discussed in Note A (6) to the financial statements, these amounts are subject to change to the extent 2007 distributions by the issuers of the Fund's investments are characterized as capital gains and return of capital.
(d)
Total returns for periods of less than one year are not annualized.
(e)
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
(f)
Annualized.

See notes to financial statements.


113



RMR Dividend Capture Fund
Notes to Financial Statements

December 31, 2007

Note A

(1)  Organization

RMR Dividend Capture Fund, or the Fund, was organized as a Massachusetts business trust on June 14, 2007, and is registered under the Investment Company Act of 1940, as amended, as a non-diversified closed-end management investment company. The Fund had no operations prior to December 18, 2007, other than matters relating to the Fund's establishment, registration of the Fund's common shares under the Securities Act of 1933, and the sale of 5,000 common shares for $100,000 to RMR Advisors, Inc., or RMR Advisors. On December 18, 2007, the Fund sold 1,250,000 common shares in an initial public offering including 50,000 shares sold to affiliates of RMR Advisors. Proceeds to the Fund were $23,872,000 after deducting underwriting commissions and $48,000 of offering expenses. There was no underwriting commission or offering expenses paid on shares sold to the affiliates of RMR Advisors.

(2)  Use of Estimates

Preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires the Fund's management to make estimates and assumptions that may affect the amounts reported in the financial statements and related notes.

(3)  Portfolio Valuation

Investment securities of the Fund are valued at the latest sales price whenever that price is readily available on that day; securities for which no sales were reported on that day, unless otherwise noted, are valued at the last available bid price on that day. Securities traded primarily on the NASDAQ Stock Market, or NASDAQ, are normally valued by the Fund at the NASDAQ Official Closing Price, or NOCP, provided by NASDAQ each business day. The NOCP is the most recently reported price as of 4:00:02 p.m., eastern time, unless that price is outside the range of the "inside" bid and asked prices (i.e., the bid and asked prices that dealers quote to each other when trading for their own accounts); in that case, NASDAQ will adjust the price to equal the inside bid or asked price, whichever is closer. Some fixed income securities may be valued using pricing provided by a pricing service. Any of the Fund's securities which are not readily marketable, which are not traded or which have other characteristics of illiquidity are valued by the Fund at fair value as determined in good faith under the supervision of the Fund's board of trustees. Numerous factors may be considered when determining fair value of a security, including cost at date of purchase, type of security, the nature and duration of restrictions on disposition of the security and whether the issuer of the security being fair valued has other securities of the same type outstanding. Short term debt securities with less than 60 days until maturity may be valued at cost, which when combined with interest accrued, approximates market value.

(4)  Securities Transactions and Investment Income

Securities transactions are recorded on a trade date basis. Dividend income is recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, including accretion of original issue discount, where applicable, and accretion of discount on short term investments, is recorded on the accrual basis. Realized gains and losses from securities transactions are recorded on identified cost basis.


114


(5)  Federal Taxes

The Fund has qualified and intends to qualify in the future as a "regulated investment company" and to comply with the applicable provisions of subchapter M of the Internal Revenue Code of 1986, as amended, so that it will generally not be subject to federal income tax. However, the Fund may be subject to a 4% excise tax to the extent the Fund does not distribute substantially all taxable earnings.

(6)  Distributable Earnings

The Fund earns income, net of expenses, daily on its investments. The Fund intends to pay a stable distribution amount to common shareholders on a monthly basis and distributions to Fund shareholders will be declared pursuant to this policy. Distributions to shareholders are recorded on the ex-dividend date. The Fund's distributions may consist of ordinary income (net investment income and short term capital gains), long term capital gains and return of capital. To the extent the Fund's net realized capital gains, if any, can be offset by capital loss carry-forwards, it is the policy of the Fund not to distribute such gains.

The Fund has substantial investments in real estate investment trusts, or REITs, which are generally not subject to federal income taxes. Distributions that the Fund receives from REITs can be classified as ordinary income, capital gain income or return of capital by the REITs that make these distributions to the Fund The Fund has excluded from its investment income the portions of the distributions received from REITs classified by those REITs as capital gain income and return of capital. The Fund has included in its "net realized gain on investments" that portion of the distributions received from REITs that is classified by those REITs as capital gain income. Similarly, the Fund has credited its "net change in unrealized appreciation on investments" with that portion of the distributions received from REITs that is classified by those REITs as return of capital. The classification of distributions received from the Fund's investments were as follows:

 
  Period Ended December 31, 2007
Ordinary income   $ 239,389
Capital gain income     87,143
Return of capital     15,792
   
Total distributions received   $ 342,324
   

As of December 31, 2007, the components of distributable earnings on a federal income tax basis were as follows:

Undistributed ordinary income   $ 251,150  
Undistributed net long-term capital gains     87,143  
Net unrealized appreciation/(depreciation)     (858,045 )

115


The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation as of December 31, 2007, are as follows:

Cost   $ 27,454,345  
   
 
Gross unrealized appreciation   $ 24,405  
Gross unrealized depreciation     (882,450 )
   
 
Net unrealized depreciation   $ (858,045 )
   
 

(7)  Concentration of Risk

Under normal market conditions, the Fund's investments will be concentrated in income producing common shares, preferred shares and debt securities, including convertible preferred and debt securities, issued by real estate companies and REITs. The value of Fund shares may fluctuate more than the shares of a fund not concentrated in the real estate industry due to economic, legal, regulatory, technological or other developments affecting the United States real estate industry.

(8)  Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board, or FASB, issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109", or FIN 48. FIN 48 was effective for the fiscal years beginning after December 15, 2006. The Securities and Exchange Commission delayed the application of FIN 48 to open and closed end funds to not later than June 29, 2007. FIN 48 prescribes how the Fund should recognize, measure and present in the Fund's financial statements uncertain tax provisions that have been taken or expected to be taken in a tax return. Pursuant to FIN 48 the Fund can recognize a tax benefit only if it is "more likely than not" that a particular tax position will be sustained upon examination or audit. To the extent the "more likely than not" standard has been satisfied the benefits associated with a tax position is measured as the largest amount that is greater than 50% likely of being realized upon settlement. As required, the Fund has adopted FIN 48 effective June 29, 2007, and concluded that the effect is not material to its financial statements.

In September 2006, FASB issued Statement of Accounting Standards No. 157, "Fair Value Measurements", or SFAS 157, which is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands required disclosures about fair value measurements. Management has evaluated the application of the Statement to the Fund, and believes the impact will be limited to expanded financial statement disclosures.

Note B

Advisory and Administration Agreements and Other Transactions with Affiliates

The Fund has an advisory agreement with RMR Advisors to provide the Fund with a continuous investment program, to make day-to-day investment decisions and to generally manage the business affairs of the Fund in accordance with its investment objectives and policies. Pursuant to the agreement, RMR Advisors is compensated at an annual rate of 1% of the Fund's average daily managed assets. Managed assets means the total assets of the Fund less liabilities other than any indebtedness entered into for purposes of leverage. For


116



purposes of calculating managed assets, the liquidation preference of preferred shares are not considered liabilities.

RMR Advisors, and not the Fund, paid, from its own assets, an incentive fee to RBC Capital Markets Corporation, or RBC, for acting as bookrunning manager in connection with the offering in an amount equal to $240,000. This fee was paid to RBC at the same time as the delivery of the common shares to the underwriters in the Fund's initial public offering.

RMR Advisors, and not the Fund, paid, from its own assets, Foreside Fund Services, LLC, or Foreside, a fee for its distribution assistance in an amount equal to $176,000. Foreside provided distribution assistance by rendering wholesale marketing and marketing consulting services to RMR Advisors and the underwriters in connection with the Fund's initial public offering.

RMR Advisors also performs administrative functions for the Fund pursuant to an administration agreement with the Fund. RMR Advisors has entered into a subadministration agreement with State Street Bank and Trust Company, or State Street, to perform substantially all Fund accounting and other administrative services. Under the administration agreement, RMR Advisors is entitled to reimbursement of the cost of providing administrative services. The Fund reimbursed RMR Advisors for $7,500 of subadministrative fees charged by State Street for the period ended December 31, 2007.

Each trustee who is not a director, officer or employee of RMR Advisors and who is not an "interested person" of the Fund as defined under the Investment Company Act of 1940, as amended, is considered to be a "disinterested trustee". Disinterested trustees are each paid by the Fund an annual fee plus fees for board and committee meetings. The Fund incurred $1,750 of trustee fees and expenses during the period ended December 31, 2007.

The Fund's board of trustees and separately the disinterested trustees authorized the Fund to make reimbursement payments to RMR Advisors for costs related to the Fund's compliance and internal audit programs. The Fund incurred $0 of compliance and internal audit expense during the period ended December 31, 2007. The Fund also participates in pooled insurance programs with RMR Advisors and other funds managed by RMR Advisors and makes payments of allocated portions of related premiums. The Fund incurred $500 of insurance expense during the period ended December 31, 2007.

Note C

Securities Transactions

During the period ended December 31, 2007, there were purchases and sales transactions (excluding short term securities) of $21,271,875 and $740, respectively. Brokerage commissions on securities transactions amounted to $42,129 during the period ended December 31, 2007.

Note D

Subsequent Event (Preferred Shares)

The Fund issued 400 Series F preferred shares with liquidation preference of $25,000 per share on February 6, 2008. The preferred shares are senior to the Fund's common shares and rank on parity with any other class or series of preferred shares of the Fund as to the payment of periodic distributions, including distribution of


117



assets upon liquidation. If the Fund does not timely cure a failure to (1) maintain asset coverage for the preferred shares as required by rating agencies, or (2) maintain asset coverage, as defined in the 1940 Act, of at least 200%, the preferred shares will be subject to redemption in an amount equal to their liquidation preference plus accumulated but unpaid distributions. The holders of the preferred shares have voting rights equal to the holders of the Fund's common shares and generally vote together with the holders of the common shares as a single class. Holders of the preferred shares, voting as a separate class, also are entitled to elect two of the Fund's trustees. The Fund pays distributions on the preferred shares at a rate set at auctions held generally every seven days. Distributions are generally payable every seven days, on the first business day following the end of a distribution period. The initial preferred share distribution rate was set at 4.00% per annum and payable on February 19, 2008.


118


Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders
of RMR Dividend Capture Fund:

We have audited the accompanying statement of assets and liabilities of RMR Dividend Capture Fund (the "Fund"), including the portfolio of investments, as of December 31, 2007, and the related statements of operations, changes in net assets and the financial highlights for the period from December 18, 2007 (commencement of operations) to December 31, 2007. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2007, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the RMR Dividend Capture Fund at December 31, 2007, the results of its operations, changes in its net assets and the financial highlights for the period from December 18, 2007 (commencement of operations) to December 31, 2007, in conformity with U.S. generally accepted accounting principles.

SIGNATURE

Boston, Massachusetts
February 21, 2008


119


RMR Real Estate Fund
RMR Hospitality and Real Estate Fund
RMR F.I.R.E. Fund
RMR Preferred Dividend Fund
RMR Asia Pacific Real Estate Fund
RMR Asia Real Estate Fund
RMR Dividend Capture Fund
December 31, 2007 (unaudited)

For the purposes of the following, RMR Real Estate Fund (RMR), RMR Hospitality and Real Estate Fund (RHR), RMR F.I.R.E. Fund (RFR), RMR Preferred Dividend Fund (RDR), RMR Asia Pacific Real Estate Fund (RAP) and RMR Dividend Capture Fund (RCR) are each referred to as a "Trust" or collectively as the "Trusts".

Consideration of the Investment Advisory Agreements for RMR, RHR, RFR, RDR and RAP

RMR Advisors serves as the investment advisor to each of RMR, RHR, RFR, RDR and RAP and MacarthurCook Investment Managers Limited ("MacarthurCook") serves as the sub-advisor to RAP. On October 11, 2007, the boards of trustees (each a "board and collectively the "boards") of each Trust renewed these investment advisory agreements and investment sub-advisory agreement for a period of one year to expire on December 12, 2008.

Investment Advisory Agreements.     In making their determination to renew each investment advisory agreement, each board, including the disinterested trustees, considered all of the factors described below.

Each board considered the benefits of retaining RMR Advisors as investment advisor. Each board's considerations included, among others: the nature, scope and quality of services that RMR Advisors has provided and is expected to provide; the advisory and other fees to be paid; the fact that RMR Advisors has agreed to waive a portion of its fees during the first five years of each of the Trust's existence in order to reduce the Trust's operating expenses; the quality and depth of personnel of RMR Advisors' organization; the capacity and future commitment of RMR Advisors to perform its duties; the financial condition and profitability of RMR Advisors; the experience and expertise of RMR Advisors as an investment advisor; the performance of each Trust as compared to similar funds; the level of fees paid to RMR Advisors as compared to similar funds; the potential for economies of scale; and any indirect benefits derived by RMR Advisors from its relationship with the Trusts.

Each board considered the level and depth of knowledge of RMR Advisors. In evaluating the quality of services provided by RMR Advisors, each board took into account its familiarity with RMR Advisors' management through board meetings, conversations and reports. Each board also took into account RMR Advisors' compliance policies and procedures. RMR Advisors' role in coordinating and supervising the other service providers for the Trusts was also considered. The board also discussed RMR Advisors' effectiveness in monitoring the performance of MacarthurCook with respect to RAP.

Each board compared the advisory fees and the total expense ratio of each Trust with various comparative fund data. In addition to considering each Trust's recent performance, each board noted it reviews on a quarterly basis, information about each Trust's performance result, portfolio composition and investment strategies.


120



Each board considered the potential economies of scale that may be realized by the Trusts if the assets of the fund complex grow, noting that shareholders potentially might benefit from lower operating expenses as a result of certain of the Trusts' fixed expenses being spread over an increasing amount of assets.

In considering the profitability of RMR Advisors, the board noted that RMR Advisors has waived a portion of its advisory fee since each Trust's inception in order to reduce such Trust's operating expenses. The board considered, among other data, the profitability of RMR Advisors' relationship with each Trust in terms of the total amount of annual advisory fees it received with respect to the Trust and whether RMR Advisors had the financial wherewithal to continue to provide a high level of services to the Trusts.

In considering the renewal of the investment advisory agreement, each board, including the disinterested trustees, did not identify any single factor as controlling. Based on each board's evaluation of all the factors that it deemed to be relevant, each board, including the disinterested trustees of each board, concluded that: RMR Advisors has demonstrated that it possesses the capability and resources to perform the duties required of it under the investment advisory agreement for each Trust; RMR Advisors maintains an appropriate compliance program; performance of each Trust is reasonable in relation to the performance of funds with similar investment objectives; and the advisory fee rate for each Trust is fair and reasonable given the scope and quality of the services to be provided by RMR Advisors.

Investment Sub-Advisory Agreement.     In making its determination to approve the RAP investment sub-advisory agreement, the board, including the disinterested trustees, considered all of the factors described below.

The board considered the benefits to RAP shareholders of retaining MacarthurCook as investment sub-advisor. The board's considerations included, among others: the nature, scope and quality of services that MacarthurCook has provided and is expected to provide; the sub-advisory fees to be paid by RMR Advisors to MacarthurCook; the fact that MacarthurCook has agreed to waive a portion of its fee during the first five years of RAP's existence; the quality and depth of personnel of MacarthurCook's organization; the capacity and future commitment of MacarthurCook to perform its duties; and the experience and expertise of MacarthurCook as an investment sub-advisor.

The board considered the level and depth of knowledge of MacarthurCook, noting that MacarthurCook specialized in the area of real estate investment management. In evaluating the quality of services provided by MacarthurCook, the board took into account its familiarity with MacarthurCook's management through board meetings, conversations and reports. The board also took into account MacarthurCook's compliance policies and procedures.

The board compared the advisory expense which includes the sub-advisory fees and the total expense ratio of RAP with various comparative fund data. In addition to considering RAP's recent performance, the RAP board noted it receives on a quarterly basis, information about RAP's performance result, portfolio composition and investment strategies.

The board noted that sub-advisory fees under the investment sub-advisory agreement were paid by RMR Advisers and not by RAP and were the product of arm's-length negotiations between RMR Advisors and MacarthurCook. For these reasons, the profitability to MacarthurCook from its relationship with RAP was not a material factor in the board's deliberations. For similar reasons, the board did not consider the potential economies of scale in MacarthurCook's management of RAP to be a material factor in its consideration.

In considering the renewal of the investment sub-advisory agreement, the RAP board, including the disinterested trustees, did not identify any single factor as controlling. Based on the board's evaluation of all the factors that it deemed to be relevant, the board, including the disinterested trustees of the board, concluded that: MacarthurCook has demonstrated that it possesses the capability and resources to perform the


121



duties required of it under the investment sub-advisory agreement; MacarthurCook maintains an appropriate compliance program; performance of RAP is reasonable in comparison to the performance of funds with similar investment objectives; and the sub-advisory fee rate is fair and reasonable given the scope and quality of the services to be rendered by MacarthurCook.

Consideration of the Investment Advisory Agreement for RCR

RMR Advisors serves as the investment advisor to RCR. On July 12, 2007, the RCR board of trustees (the "board") entered into an investment advisory agreement for a period of two years to expire on July 11, 2009.

Investment Advisory Agreement.     In making its determination to approve the RCR investment advisory agreement, the board, including the disinterested trustees, considered all of the factors described below.

The board's considerations included, among others: the nature, scope and quality of services that RMR Advisors was expected to provide to RCR; the advisory and other fees to be paid; the quality and depth of personnel of RMR Advisors' organization; the capacity and future commitment of RMR Advisors to perform its duties; the financial condition and anticipated profitability of RMR Advisors; the experience and expertise of RMR Advisors as an investment advisor; the level of fees to be paid to RMR Advisors as compared to similar funds; the potential for economies of scale; and any indirect benefits expected to be derived by RMR Advisors' relationship with RCR.

The board considered the level and depth of knowledge of RMR Advisors. In evaluating the quality of services to be provided by RMR Advisors, the board took into account its familiarity with RMR Advisors' management through board meetings, conversations and reports of other funds managed by RMR Advisors. The board also considered the historical performance of the other funds managed by RMR Advisors. The board also took into account RMR Advisors' compliance policies and procedures.

The board compared the proposed advisory fees and the estimated total expense ratio of RCR with various comparative fund data. The board considered RCR's investment objective. The board also considered the RCR's model portfolio composition and investment strategy. RMR Advisors' role in coordinating and supervising the service providers for other funds was also considered.

The board considered the potential economies of scale that may be realized if the assets of the fund complex grow, noting that shareholders potentially might benefit from lower operating expenses as a result of certain of the Fund complex's expenses being spread over an increasing amount of assets.

The board reviewed the anticipated profitability of RMR Advisors' relationship with RCR in terms of the total amount of advisory fees it would receive with respect to RCR and whether RMR Advisors had the financial wherewithal to provide a high level of services to RCR.

In considering the approval of the investment advisory agreement, the board, including the disinterested trustees, did not identify any single factor as controlling. Based on the board's evaluation of all the factors that it deemed to be relevant, the board, including the disinterested trustees of the board, concluded that: RMR Advisors has demonstrated that it possesses the capability and resources to perform the duties required of it under the investment advisory agreement for the Fund; RMR Advisors maintains an appropriate compliance program; and the proposed advisory fee rate is fair and reasonable given the scope and quality of the services to be rendered by RMR Advisors.

Privacy Notice

Each Fund advised by RMR Advisors, Inc. recognizes and respects the privacy concerns of its shareholders. The Funds do not sell your name or other information about you to anyone. The Funds collect nonpublic personal information about you in the course of doing business with shareholders and investors. "Nonpublic


122



personal information" is personally identifiable financial information about you. For example, it includes information regarding your social security number, account balance, bank account information and purchase and redemption history.

The Funds collect this information from the following sources:

Information we receive from you on applications or other forms;

Information about your transactions with us and our service providers, or others; and

Information we receive from consumer reporting agencies (including credit bureaus).

What the Funds disclose and to whom the Funds disclose information.

The Funds only disclose nonpublic personal information the Funds collect about shareholders as permitted by law. For example, the Funds may disclose nonpublic personal information about shareholders to nonaffiliated third parties such as:

To government entities, in response to subpoenas or to comply with laws or regulations.

When you, the shareholder, direct the Funds to do so or consent to the disclosure.

To companies that perform necessary services for the Funds, such as data processing companies that the Funds use to process your transactions or maintain your account.

To protect against fraud, or to collect unpaid debts.

In connection with disputes or litigation between the Funds and the concerned shareholders.

Information about former shareholders.

If you decide to close your account(s) or become an inactive customer, we will adhere to the privacy policies and practices described in this notice.

How the Funds safeguard information.

The Funds conduct their business through directors, officers and third parties that provide services pursuant to agreements with the Funds (for example, the service providers described above). The Funds do not have any employees. The Funds restrict access to your personal and account information to those persons who need to know that information in order to provide services to you. The Funds or their service providers maintain physical, electronic and procedural safeguards that comply with federal standards to guard your nonpublic personal information.

Customers of other financial institutions.

In the event that you hold shares of the Funds through a financial intermediary, including, but not limited to, a broker-dealer, bank or trust company, the privacy policy of your financial intermediary will govern how your non-public personal information will be shared with non-affiliated third parties by that entity.

Proxy Voting Policies and Procedures

A description of the policies and procedures that are used to vote proxies relating to each Fund's portfolio securities is available: (1) without charge, upon request, by calling us at (866)790-8165; and (2) as an exhibit to each Fund's annual report on Form N-CSR, which is available on the website of the U.S. Securities and Exchange Commission (the "Commission") at http://www.sec.gov . Information regarding how proxies received


123



by each Fund during the most recent 12 month period ended June 30, 2007, have been voted is available (1) without charge, on request, by calling us at (866)790-3165, or (2) by visiting the Commission's website at http://www.sec.gov and accessing each Fund's Form N-PX.

Procedures for the Submission of Confidential and Anonymous Concerns or Complaints about Accounting, Internal Accounting Controls or Auditing Matters

The Funds are committed to compliance with all applicable securities laws and regulations, accounting standards, accounting controls and audit practices and have established procedures for handling concerns or complaints about accounting, internal accounting controls or auditing matters. Any shareholder or other interested party who desires to communicate with our independent trustees or any other trustees, individually or as a group, may do so by filling out a report at the "Contact Us" section of our website ( www.rmrfunds.com ), by calling our toll-free confidential message system at 866-511-5038, or by writing to the party for whom the communication is intended, care of our director of internal audit, RMR Funds, 400 Centre Street, Newton, MA 02458. Our director of internal audit will then deliver any communication to the appropriate party or parties.

Portfolio Holdings Reports

Each Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q, which are available on the Commission's website at http://www.sec.gov. The Funds' Forms N-Q may also be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Each Fund provides additional data at its website at www.rmrfunds.com .

Certifications

Each Fund's principal executive officer and principal financial officer certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 and filed with the Fund's N-CSR are available on the Commission's website at http://www.sec.gov.

Required Disclosure of Certain Federal Income Tax Information (unaudited)

For federal income tax purposes, the following information is furnished with respect to the distributions paid by the Funds during the year ended December 31, 2007.

 
  Dividend Received
Deduction (1)

  Long Term Capital
Gains Distribution

  Qualified Income
Distribution

RMR Real Estate Fund   38.20 % $ 9,580,075   $ 2,157,215
RMR Hospitality and Real Estate Fund   67.34 % $ 6,219,047   $ 1,396,717
RMR F.I.R.E. Fund   56.45 % $ 1,343,806   $ 1,153,711
RMR Preferred Dividend Fund   48.18 % $ 58,133   $ 1,388,997
RMR Asia Pacific Real Estate Fund   N/A   $ 1,470,088   $ 152,164
RMR Asia Real Estate Fund   N/A     N/A   $ 56,653
RMR Dividend Capture Fund   N/A     N/A   $ 1,350

124


 
 
  Foreign Tax Credit

  Foreign Source Income

RMR Asia Pacific Real Estate Fund   $ 112,170   $ 1,121,030
RMR Asia Real Estate Fund   $ 17,336   $ 812,377
(1)
Applies both to common and preferred shares.

Shareholders of the Funds have been or will be advised on Internal Revenue Service Form 1099 DIV as to the federal tax status of the distributions received from each Fund during calendar year 2007. Shareholders are advised to consult with their own tax advisors as to the federal, state and local tax status of the distributions received from the Funds.

Annual Meeting

An annual meeting of shareholders for all the Funds will be held at 9:30 AM on Thursday April 7, 2008, at 400 Centre Street, Newton, Massachusetts. A proxy statement has been mailed to the shareholders of record as of February 1, 2007, each of whom is invited to attend.


125


RMR Real Estate Fund

RMR Hospitality and Real Estate Fund

RMR F.I.R.E. Fund

RMR Preferred Dividend Fund

RMR Asia Pacific Real Estate Fund

RMR Asia Real Estate Fund

RMR Dividend Capture Fund

Dividend Reinvestment Plan (unaudited)

The board of trustees of each of RMR Real Estate Fund, RMR Hospitality and Real Estate Fund, RMR F.I.R.E. Fund, RMR Preferred Dividend Fund, RMR Asia Pacific Real Estate Fund, RMR Asia Real Estate Fund and RMR Dividend Capture Fund, each a Massachusetts business trust (each a "Fund" and collectively "the Funds"), have adopted a Dividend Reinvestment and Cash Purchase Plan (each, a "Plan"), sometimes referred to as an opt-out plan. You will have all your cash distributions invested in common shares automatically unless you elect to receive cash. As part of each Plan, you will have the opportunity to purchase additional common shares by submitting a cash payment for the purchase of such shares (the "Cash Purchase Option"). Your cash payment, if any, for the additional shares may not exceed $10,000 per quarter, per Plan and must be for a minimum of $100 per quarter. Wells Fargo Bank N.A. is the plan agent and paying agent for each plan. The plan agent will receive your distributions and additional cash payments under the Cash Purchase Option and either purchase common shares in the open market for your account or directly from the applicable Fund. If you elect not to participate in a Plan, you will receive all cash distributions in cash paid by check mailed to you (or, generally, if your shares are held in street name, to your broker) by the paying agent.

The number of common shares of each Fund you will receive if you do not opt out of a Plan will be determined as follows:

(1)
If, on a distribution payment date for a Fund, the market price per common share plus estimated per share brokerage commissions applicable to an open market purchase of common shares is below the net asset value per common share on that payment date, the plan agent will receive the distribution in cash and, together with your additional cash payments, if any, will purchase common shares of that Fund in the open market, on the AMEX or elsewhere, for your account prior to the next ex-dividend date (or 60 days after the distribution payment date, which ever is sooner, in the case of RMR Asia Pacific Real Estate Fund, RMR Asia Real estate Fund and RMR Dividend Capture Fund). 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 you in common shares newly issued by a 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 (or 60 days after the distribution payment date, which ever is sooner, in the case of RMR Asia Pacific Real Estate Fund, RMR Asia Real estate Fund and RMR Dividend Capture Fund), each Fund will determine whether to issue the remaining shares at the greater of (i) net asset value 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 distribution payment date for a Fund, the market price per common share plus estimated per share brokerage commissions applicable to an open market purchase of common shares is at or above the net asset value per common share on that payment date, the appropriate Fund will issue new shares for

126


    your account, at a price equal to the greater of (i) net asset value per common share on that payment date or (ii) 95% of the per common share market price on that payment date.

(3)
The plan agent maintains all shareholder accounts in each Plan (including all shares purchased under the Cash Purchase Option) and provides written confirmation of all transactions in the accounts, including information you may need for tax records. Common shares in your account will be held by the Plan agent in non-certificated form. Any proxy you receive will include all common shares you have received or purchased under a Plan.

You may withdraw from any Plan at any time by giving written notice to the plan agent. If you withdraw or a Plan is terminated, the plan agent will transfer the shares in your account to you (which may include a cash payment for any fraction of a share in your account). If you wish, the plan agent will sell your shares and send you the proceeds, minus brokerage commissions to be paid by you.

The Plan agent is not authorized to make any purchases of shares for your account if doing so will result in your owning shares in excess of 9.8% of the total shares outstanding in each Fund. Dividends or cash purchase option payments which may result in such prohibited transactions will be paid to you in cash.

The plan agent's administrative fees will be paid by the Funds. There will be no brokerage commission charged with respect to common shares issued directly by any Fund. Each participant will pay a pro rata share of brokerage commissions incurred by the plan agent when it makes open market purchases of a Fund's shares pursuant to a Plan including the Cash Purchase Option.

Any Fund may amend or terminate its Plan or the Cash Purchase Option if its board of trustees determines the change is appropriate. However, no additional charges will be imposed upon participants by amendment to a Plan except after prior notice to participants.

Participation in a Plan will not relieve you of any federal, state or local income tax that may be payable (or required to be withheld) as a result of distributions you receive which are credited to your account under a Plan rather than paid in cash. Automatic reinvestment of distributions in a Fund's common shares will not relieve you of tax obligations arising from your receipt of that Fund's distributions even though you do not receive any cash.

All correspondence* about any Plan should be directed to Wells Fargo Shareowner Services, P.O. Box 64856, St. Paul, MN 55164-0856 or by telephone at 1-866-877-6331 and by overnight mail to Wells Fargo Bank N.A., 161 North 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 contract the Administrator with Plan correspondence, opt-out cash purchase option or other requests. If you own your shares in street name, you must instead contact your broker, financial advisor or intermediary.

127


RMR Real Estate Fund
RMR Hospitality and Real Estate Fund
RMR F.I.R.E. Fund
RMR Preferred Dividend Fund
RMR Asia Pacific Real Estate Fund
RMR Asia Real Estate Fund
RMR Dividend Capture Fund
(unaudited)

Name,
address*
(Age)

  Position(s)
held with each
fund and current
term and length of
time served
(approx. number of
years served)

  Principal occupation(s)
during past five years
and other public company directorships
held by trustee**

  Number of
portfolios in
fund
complex
overseen by
trustee

Interested Trustees***            
Gerard M. Martin
(73)
  Class II trustee
to serve until 2009. RMR (6); RHR (4); RFR (4); RDR (2); RAP (2); RAF (1) and RCR (1).
  Director of Reit Management & Research LLC – 1986 to present; director and Vice President of RMR Advisors – 2002 to present; managing director of Five Star Quality Care,  Inc. – 2001 to present; managing trustee of Senior Housing Properties Trust – 1999 to 2007; managing trustee of Hospitality Properties Trust – 1995 to 2007; managing trustee of HRPT Properties Trust – 1986 to 2006; trustee of RMR Funds Series Trust – inception to present.   8

Barry M. Portnoy
(62)

 

Class III trustee
to serve until 2010. RMR (6); RHR (4); RFR (4); RDR (2); RAP (2); RAF (1) and RCR (1).

 

Chairman of Reit Management & Research LLC – 1986 to present; Director and Vice President of RMR Advisors – 2002 to present; portfolio manager of RMR, RHR, RFR, RDR, RCR and RMR Real Estate Securities Fund – inception to present; managing director of Five Star Quality Care, Inc. – 2001 to present; managing trustee of Senior Housing Properties Trust – 1999 to present; managing trustee of Hospitality Properties Trust – 1995 to present; managing trustee of HRPT Properties Trust – 1986 to present; managing director of TravelCenters of America LLC – 2007 to present; trustee of RMR Funds Series Trust – inception to present.

 

8

Disinterested Trustees

 

 

 

 

 

 
John L. Harrington
(71)
  Class I trustee
to serve until 2008. RMR (6); RHR (4); RFR (4); RDR (2); RAP (2); RAF (1) and RCR (1).
  Chairman of the Board and trustee of the Yawkey Foundation (a charitable trust) – 2002 to 2003 and 2007 to present; President, Executive Director and trustee of the Yawkey Foundation – 1982 to 2006; trustee of the JRY Trust – 1982 to present; Principal of Bingham McCutchen Sports Consulting LLC – 2007 to present; Chief Executive Officer and General Partner of the Boston Red Sox Baseball Club – 1973 to 2001; President of Boston Trust Management Corp. – 1981 to 2006; trustee of Hospitality Properties Trust – 1995 to present; trustee of Senior Housing Properties Trust – 1999 to present; director of Five Star Quality Care,  Inc. – 2001 to 2003; trustee of RMR Funds Series Trust – October 2007 to present.   8

128



Frank J. Bailey
(52)

 

Class II trustee
to serve until 2009. RMR (6); RHR (4); RFR (4); RDR (2); RAP (2); RAF (1) and RCR (1).

 

Partner in the Boston law firm of Sherin and Lodgen LLP – 1988 to present; trustee of Hospitality Properties Trust – 2003 to present; trustee of Senior Housing Properties Trust – 2002 to present; director of Appleseed Foundation, Washington, D.C. – 1997 to present; trustee of RMR Funds Series Trust – October 2007 to present.

 

8

Arthur G. Koumantzelis
(77)

 

Class III trustee
to serve until 2010. RMR (6); RHR (4); RFR (4); RDR (2); RAP (2); RAF (1) and RCR (1).

 

President and Chief Executive Officer of AGK Associates LLC – 2007 to present; President and Chief Executive Officer of Gainesborough Investments LLC – 1998 to 2007; trustee of Hospitality Properties Trust – 1995 to 2007; director of Five Star Quality Care, Inc. – 2001 to present; director of TravelCenters of America LLC – 2007 to present; trustee of Senior Housing Properties Trust – 1999 to 2003; trustee of RMR Funds Series Trust – October 2007 to present.

 

8

129


Name,
address*
(Age)

  Position(s) held with each fund,
term of office and length of time
served (approx. number of
years served)

  Principal occupation(s) during past five years**
Executive Officers        
Adam D. Portnoy +
(37)
  President: RMR (1); RHR (1); RFR (1); RDR (1); RAP (1); RAF (1); and RCR (1).   President and Chief Executive Officer of Reit Management & Research LLC – 2006 to present; Vice President of Reit Management & Research LLC – 2003 to 2006; President of RMR Advisors – 2007 to present; Vice President of RMR Advisors – 2003 to 2007; President of RMR Funds Series Trust – inception to present; portfolio manager of RMR, RHR, RFR, RDR, RCR and RMR Real Estate Securities Fund – 2007 to present; Vice President of RMR – 2004 to 2007; Vice President of RHR, RFR, RDR, RAP and RAF – inception to 2007; managing trustee of HRPT Properties Trust – 2006 to present; Executive Vice President of HRPT Properties Trust – 2003 to 2006; managing trustee of Hospitality Properties Trust – 2007 to present; managing trustee of Senior Housing Properties Trust – 2007 to present; Senior Investment Officer, International Finance Corporation, a member of the World Bank Group – 2001 to 2003.

Mark L. Kleifges
(47)

 

Treasurer and Chief Financial Officer: RMR (4); RHR (4); RFR (4); RDR (3); RAP (2); RAF (1); and RCR (1).

 

Senior Vice President of Reit Management & Research LLC – 2006 to present; Vice President of Reit Management & Research LLC – 2002 to 2006; Treasurer of RMR Advisors – 2004 to present; Vice President of RMR Advisors – 2003 to 2004; Treasurer and Chief Financial Officer, Hospitality Properties Trust – 2002 to present; Treasurer of RMR Funds Series Trust – inception to present.

Jennifer B. Clark
(46)

 

Secretary and Chief Legal Officer: RMR (6); RHR (4); RFR (4); RDR (3); RAP (2); RAF (1); and RCR (1).

 

Senior Vice President and General Counsel of Reit Management & Research LLC – 2006 to present; Vice President of Reit Management & Research LLC – 1999 to 2006; Secretary of RMR Advisors – 2002 to present; Senior Vice President of HRPT Properties Trust – 1999 to present; Assistant Secretary of Hospitality Properties Trust – 1996 to present; Assistant Secretary of Senior Housing Properties Trust – 1998 to present; Assistant Secretary of Five Star Quality Care, Inc. – 2001 to present; Secretary of TravelCenters of America LLC – 2007 to present; Secretary of RMR Funds Series Trust – inception to present.

130



Fernando Diaz
(40)

 

Vice President: RMR (1); RHR (1); RFR (1); RDR (1); RAP (1); RAF (1); and RCR (1).

 

Vice President of RMR Advisors – 2007 to present; portfolio manager of RMR, RHR, RFR, RDR, RCR and RMR Real Estate Securities Fund – 2007 to present; Vice President of RMR Funds Series Trust – inception to present; senior REIT analyst and assistant portfolio manager, GID Securities, LLC – 2006 to 2007; senior REIT analyst and assistant portfolio manager, SSgA/The Tuckerman Group – 2001 to 2006.

John C. Popeo
(47)

 

Vice President: RMR (5); RHR (4); RFR (4); RDR (3); RAP (2); RAF (1); and RCR (1).

 

Senior Vice President of Reit Management & Research LLC – 2006 to present; Treasurer of Reit Management & Research LLC – 1997 to present; Vice President of Reit Management & Research LLC – 1999 to 2006; Vice President of RMR Advisors – 2004 to present; Treasurer of RMR Advisors – 2002 to 2004; Treasurer and Chief Financial Officer of HRPT Properties Trust – 1997 to present; Vice President of RMR Funds Series Trust – inception to present.

Karen Jacoppo-Wood
(41)

 

Vice President: RMR (1); RHR (1); RFR (1); RDR (1); RAP (1); RAF (1); and RCR (1).

 

Vice President of RMR Advisors – 2007 to present; Vice President of RMR Funds Series Trust – inception to present; Vice President and Managing Counsel, State Street Bank and Trust Company – 2006 to 2007; Counsel, Pioneer Investment Management, Inc. – 2004 to 2006; Vice President and Counsel, State Street Bank and Trust Company – 2002 to 2004.

William J. Sheehan
(63)

 

Chief Compliance Officer and Director of Internal Audit: RMR (4); RHR (4); RFR (4); RDR (3); RAP (2); RAF (1); and RCR (1).

 

Director of Internal Audit of the funds and Chief Compliance Officer of the funds and of RMR Advisors – 2004 to present; Director of Internal Audit of HRPT Properties Trust, Hospitality Properties Trust, Senior Housing Properties Trust and Five Star Quality Care, Inc. – 2003 to present; Director of Internal Audit of TravelCenters of America LLC – 2007 to present; trustee of Hospitality Properties Trust – 1995 to 2003; Executive Vice President, Ian Schrager Hotels LLC – 1999 to 2003.

Executive Officers


*
The business address of each listed person is 400 Centre Street, Newton, Massachusetts 02458.
**
RMR, RHR, RFR, RDR and RAP are collectively referred to as RMR Funds.
***
Interested trustees indicate a trustee who is an "interested person" of the Fund within the meaning of the Investment Company Act of 1940, as amended.
+
Adam D. Portnoy is the son of Barry M. Portnoy, a trustee of the funds.

Each Fund's Statement of Additional Information includes additional information about the trustees and is available without charge upon request by calling us at 1-866-790-8165 or 1-617-332-9530.


131



 

 

 

 

 

 

 

LOGO

 

 

LOGO

 

LOGO

WWW.RMRFUNDS.COM

 

LOGO

 

LOGO

 

 

LOGO

 

LOGO

Item 2.    Code of Ethics.

(a)   As of the period ended December 31, 2007, the registrant had adopted a code of ethics, as defined in Item 2(b) of Form N-CSR, that applies to the registrant's principal executive officer and principal financial officer.

(c)

 

The registrant has not made any amendment to its code of ethics during the covered period.

(d)

 

The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

(e)

 

The registrant's code of ethics has been posted on its Internet website at http://www.rmrfunds.com. A copy of the code of ethics may also be obtained free of charge by writing to Investor Relations, RMR Funds, 400 Centre Street, Newton, MA 02458.

Item 3.    Audit Committee Financial Expert.

(a)(1)   The registrant's board of trustees has determined that the registrant has at least one member serving on the registrant's audit committee (the "Audit Committee") that possesses the attributes identified in Item 3 of Form N-CSR to qualify as an "audit committee financial expert."

(a)(2)

 

The name of the Audit Committee financial expert is Arthur G. Koumantzelis. Mr. Koumantzelis has been deemed to be "independent" as that term is defined in Item 3(a)(2) of Form N-CSR.

Item 4.    Principal Accountant Fees and Services.

(a)   Audit Fees: The aggregate fees billed by the registrant's independent accountant for audit services were $31,000 for the fiscal period ended December 31, 2007.

(b)

 

Audit Related Fees: The aggregate fees billed by the registrant's independent accountant for audit related services were $24,000 for the fiscal period ended December 31, 2007. The nature of the services were the issuance of consents and the preparation and issuance to underwriters of related comfort letters in connection with the registrant's public offerings of common shares;

(c)

 

Tax Fees: The aggregate fees billed by the registrant's independent accountant for tax compliance services were $0 for the fiscal period ended December 31, 2007.

(d)

 

All Other Fees: There were no other fees billed by the registrant's independent accountant for the fiscal period ended December 31, 2007.

(e)(1)

 

Audit Committee Pre-Approval Policies and Procedures: The registrant's Audit Committee is required to pre-approve all audit and non-audit services provided by the independent accountant to the registrant and certain affiliated persons of the registrant. In considering a requested approval, the Audit Committee will consider whether the proposed services are consistent with the rules of the Securities and Exchange Commission ("SEC") on the independent accountant's independence. The Audit Committee will also consider whether the independent accountant is best positioned to provide the most effective and efficient service, considering its familiarity with the registrant's business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the registrant's ability to manage or control risk or improve audit quality. All factors will be considered as a whole, and no one factor will necessarily be determinative. The Audit Committee may delegate approval authority to its chair or one or more of its members who are not "interested persons" as defined by Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act"). The member or members to whom such authority is delegated will report, for informational purposes only, any approvals to the Audit Committee at its next regularly scheduled quarterly meeting. This policy does not delegate the Audit Committee's responsibilities to approve services performed by the independent accountant to the registrant's officers or RMR Advisors, Inc. (the "Advisor"), the registrant's investment advisor.


 

 

The Audit Committee may, with respect to a category of services, generally approve services, subject to any general limitations and restrictions it may determine, and subject further to specific approval by a delegated member or members of the Audit Committee.

(e)(2)

 

Percentages of Services: None.

(f)

 

Not applicable.

(g)

 

There were no non-audit fees billed by the independent accountant for services rendered to the registrant or the Advisor for the fiscal period ended December 31, 2007.

(h)

 

Not applicable.

Item 5.    Audit Committee of Listed Registrants.

(a)   The registrant has a separately-designated Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The members of the registrant's Audit Committee are Frank J. Bailey, John L. Harrington and Arthur G. Koumantzelis.

(b)

 

Not applicable.

Item 6.    Schedule of Investments.

        The information required under Item 6 is included as part of the report to shareholders filed under Item 1 of this Form N-CSR.

Item 7.    Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

        Attached to this Form N-CSR as Exhibit 12(c) is a copy of the proxy voting policies and procedures for the registrant.

Item 8.    Portfolio Managers of Closed-End Management Investment Companies.

        The registrant's portfolio managers are:

    Craig Dunstan:   Mr. Dunstan is and has been a portfolio manager of RMR Asia Real Estate Fund since its inception in 2007 and RMR Asia Pacific Estate Fund since its inception in 2006. Mr. Dunstan is and has been the Managing Director and Chief Investment Officer of MacarthurCook Investment Managers Ltd., the Fund's subadvisor, since its inception in 2002. Prior to joining the subadvisor, Mr. Dunstan was the General Manager of Financial Services and Chief Investment Officer of Australian Unity, a company in the investment management and insurance businesses.

    Craig Turnbull.   Mr. Turnbull has been a portfolio manager of RMR Asia Real Estate Fund since its inception in 2007 and RMR Asia Pacific Estate Fund since its inception in 2006. Mr. Turnbull is the Head of Real Estate Securities of MacarthurCook Investment Managers Ltd., the Fund's subadvisor, since 2005. From 2001 until 2005, Mr. Turnbull was Investment Director of Vertex Capital, a company in the hedge fund investment management business.

        As Chief Investment Officer for MacarthurCook, Mr. Dunstan oversees portfolio management of all MacarthurCook Funds. As Head of Real Estate Securities for MacarthurCook, Mr. Turnbull also is responsible for portfolio management of the MacarthurCook Property Securities Fund, Advance Property Securities Fund, the MacarthurCook Diversified Property Income Fund and the Asian Real Estate Securities Fund. Mr. Turnbull manages no other pooled investment vehicles or accounts as of



December 31, 2007 however Mr Dunstan, as Managing Director and Chief Executive Officer of MacarthurCook Limited (which is the parent company of MacarthurCook Investments Managers Limited), is responsible for overseeing the management of other funds.

        The registrant's portfolio managers oversee an aggregate of $1.34 billion of assets as of December 31, 2007.

        CONFLICTS OF INTEREST:     Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities with respect to more than one fund. For example, a portfolio manager may identify a limited investment opportunity that may be appropriate for the Fund as well as for the other funds he manages. A conflict of interest also might arise where a portfolio manager has a larger personal investment in one fund than in another. A portfolio manager may purchase a particular security for one or more funds while selling the security for one or more other funds; 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. The Subadvisor believes that the risk of a material conflict of interest developing is limited because (i) the funds are generally managed in a similar fashion, (ii) the Subadvisor has adopted policies requiring the equitable allocation of trade orders for a particular security among participating funds, and (iii) the subadvisory fee and portfolio managers' compensation are not affected by the amount of time required to manage each fund. As a result, the Subadvisor does not believe that any of these potential sources of conflicts of interest will affect the portfolio managers' professional judgment in managing the funds.

        COMPENSATION:     Mr. Craig Dunstan is the founder and a minority shareholder (7%) in MacarthurCook Limited, which is the parent of the Fund's subadvisor. He is paid based upon an employment agreement negotiated between himself and the remuneration committee of the board of directors of MacarthurCook Limited. The members of that committee consist of Mr. Richard Haddock and Mr. Hugh Gurner, who are also directors of MacarthurCook Limited and the Fund's sub-Advisor. Compensation of Messrs. Dunstan and Turnbull includes base salary, annual cash bonus and share options in MacarthurCook Limited. The level of compensation is not based upon a formula with reference to fund performance or the value of fund assets; however these factors, among others, may be considered in determining compensation and, in particular, the cash bonus paid by MacarthurCook Limited at the end of each financial year. Other factors which may be considered in setting the compensation of the portfolio manager are their historical levels of compensation and levels of compensation paid for similar services or to persons with similar responsibilities in the market. Mr. Turnbull devotes a substantial majority of his business time providing services as a portfolio manager of the Fund and other funds managed by affiliates of MacarthurCook Limited. He also dedicates some of his business time to providing services to affiliates of the Subadvisor, but does not receive compensation for providing those services above the compensation paid by MacarthurCook Limited.

        OWNERSHIP OF SECURITIES:     The following table sets forth, for each portfolio manager, the aggregate dollar range of the registrant's equity securities beneficially owned as of December 31, 2007.

Name of Portfolio Manager

  Dollar Range of Equity
Securities in the Fund
as of December 31,
2007.

Craig Dunstan   None
Craig Turnbull   None

Item 9.    Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

        During the year ended December 31, 2007, there were no purchases made by or on behalf of the registrant or any "affiliated purchaser" as defined in Rule 10b-18(a)(3) under the Exchange Act, as amended (the "Exchange Act") (17 CFR 240.10b-18(a)(3)), of shares of the registrant's equity securities that are registered by the registrant pursuant to Section 12 of the Exchange Act.



Item 10.    Submission of Matters to a Vote of Security Holders.

        There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant's board of trustees.

Item 11.    Controls and Procedures.

(a)   The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the 1940 Act are effective, as of a date within 90 days of the filing date of this report, based on their evaluation of these controls and procedures.

(b)

 

There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.

Item 12.    Exhibits.

(a)(2)   Certifications of principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the 1940 Act are attached hereto.

(b)

 

Certifications of principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

(c)

 

Copy of the proxy voting policies and procedures.


SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RMR ASIA REAL ESTATE FUND
By:
   

/s/  
ADAM D. PORTNOY       

 

 
Adam D. Portnoy
President
Date: February 22, 2008
   

        Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:    

/s/  
ADAM D. PORTNOY       
Adam D. Portnoy
President
Date: February 22, 2008

 

 

By:

 

 

/s/  
MARK L. KLEIFGES       
Mark L. Kleifges
Treasurer
Date: February 22, 2008

 

 



QuickLinks

NOTICE CONCERNING LIMITED LIABILITY
RMR Real Estate Fund Financial Statements
RMR Real Estate Fund Financial Statements – continued
RMR Real Estate Fund Financial Statements – continued
RMR Real Estate Fund Notes to Financial Statements December 31, 2007
RMR Hospitality and Real Estate Fund Financial Statements
RMR Hospitality and Real Estate Fund Financial Statements – continued
RMR Hospitality and Real Estate Fund Financial Statements – continued
RMR Hospitality and Real Estate Fund Financial Highlights
RMR Hospitality and Real Estate Fund Notes to Financial Statements December 31, 2007
RMR F.I.R.E. Fund Financial Statements
RMR F.I.R.E. Fund Financial Statements – continued
RMR F.I.R.E. Fund Financial Statements – continued
RMR F.I.R.E. Fund Notes to Financial Statements December 31, 2007
RMR Preferred Dividend Fund Financial Statements
RMR Preferred Dividend Fund Financial Statements – continued
RMR Preferred Dividend Fund Financial Statements – continued
RMR Preferred Dividend Fund Notes to Financial Statements December 31, 2007
RMR Asia Pacific Real Estate Fund Financial Statements
RMR Asia Pacific Real Estate Fund Financial Highlights
RMR Asia Pacific Real Estate Fund Notes to Financial Statements December 31, 2007
RMR Asia Real Estate Fund Financial Statements
RMR Asia Real Estate Fund Notes to Financial Statements December 31, 2007
RMR Dividend Capture Fund Financial Statements
RMR Dividend Capture Fund Financial Statements – continued
RMR Dividend Capture Fund Financial Statements – continued
RMR Dividend Capture Fund Notes to Financial Statements December 31, 2007
SIGNATURES
Rmr Asia Real Estate Fd (AMEX:RAF)
Historical Stock Chart
From Oct 2024 to Nov 2024 Click Here for more Rmr Asia Real Estate Fd Charts.
Rmr Asia Real Estate Fd (AMEX:RAF)
Historical Stock Chart
From Nov 2023 to Nov 2024 Click Here for more Rmr Asia Real Estate Fd Charts.