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 Taxesan
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.
Boston,
Massachusetts
February 21, 2008
88
RMR Asia Real Estate Fund
December 31, 2007
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,
Adam
D. Portnoy
President
February 20,
2008
90
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 Taxesan 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.
Boston,
Massachusetts
February 21, 2008
104
RMR Dividend Capture Fund
December 31, 2007
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,
Adam
D. Portnoy
President
February 20, 2008
106
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 Taxesan
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.
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
.