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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-22079

RMR DIVIDEND CAPTURE FUND
(Exact name of registrant as specified in charter)

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

(Name and Address of Agent for Service)   Copy to:
Adam D. Portnoy, President
RMR Dividend Capture Fund
400 Centre Street
Newton, Massachusetts 02458
  Thomas A. DeCapo, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Beacon Street
Boston, Massachusetts 02108

 

 

Christina T. Simmons, Esq.
State Street Bank and Trust Company
4 Copley Place, 5 th  Floor
Boston, Massachusetts 02116

Registrant's telephone number, including area code:
(617) 332-9530
Date of fiscal year end: December 31
Date of reporting period: June 30, 2008


Item 1.    Reports to Shareholders.



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S EMI A NNUAL R EPORT
J UNE 30, 2008

 

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

ABOUT INFORMATION CONTAINED IN THIS REPORT:

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

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

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


NOTICE CONCERNING LIMITED LIABILITY

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


RMR Funds
June 30, 2008
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August 27, 2008

To our shareholders,

We are pleased to present you with our 2008 semi-annual report for our seven closed end funds:

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

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

RMR F.I.R.E. Fund (AMEX: RFR), which began operations in November 2004, beginning on page 38;

RMR Preferred Dividend Fund (AMEX: RDR), which began operations in May 2005, beginning on page 56;

RMR Asia Pacific Real Estate Fund (AMEX: RAP), which began operations in May 2006, beginning on page 72;

RMR Asia Real Estate Fund (AMEX: RAF), which began operations in May 2007, beginning on page 87; and

RMR Dividend Capture Fund (AMEX: RCR), which began operations in December 2007, beginning on page 102.

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

Sincerely,

SIGNATURE

Adam D. Portnoy
President


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RMR Real Estate Fund
June 30, 2008

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To our shareholders,

In the pages that follow, you will find data summarizing our financial results for the six months ended June 30, 2008, and our financial position as of June 30, 2008.

Relevant Market Conditions

Real Estate Industry Fundamentals.     Despite a slowing economy and negative sentiment regarding the direction of the financial markets, real estate fundamentals remained stable during the first half of 2008. Occupancy levels held up and rents continued to increase, albeit at a slower pace. Property sales, however, slowed substantially as a result of tighter lending standards and wide differences between buyers and sellers regarding valuations. With limited transactions taking place, it is hard to estimate how much commercial property values have declined. Some estimates put the figure somewhere between negative 10% to negative 15%. What is clear, however, is that property values are no longer at levels seen in early 2007. Over the next six to twelve months, we expect downward pricing pressure to continue on commercial real estate.

For the balance of the year, we believe the economy will likely continue to struggle due to higher food and energy prices, lack of employment growth and a weak housing market. Lending will continue to be restricted, hampering overall economic growth as financial institutions continue to strengthen their balance sheets.

Real Estate Industry Technicals.     Throughout the first half of the year, the REIT market continued to exhibit high volatility. REITs started the year on a negative note, down almost 12% in mid-January, and rebounded sharply during March and April (up 6% during each month) following the Fed's and J.P. Morgan's rescue of Bear Stearns. Concern about additional write-offs from financial institutions sent the REIT market, along with other financial services companies, into negative territory during the month of June. REITs were down 11% in June and finished the first half of the year down 3.5%. Despite the volatility, REIT dedicated funds saw $3 billion of inflows during the first six months of the year, an encouraging sign after outflows of more than $9 billion from the period March to December 2007.

Fund Strategies, Techniques and Performance

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

During the six months ended June 30, 2008, our total return on net asset value, or NAV (including NAV changes and assuming a hypothetical reinvestment of distributions at NAV), was negative 8.1%. During that same period, the total return for the MSCI US REIT Total Return Index (an unmanaged index of REIT common stocks) was negative 3.5% and the total return for the Merrill Lynch REIT Preferred Index (an unmanaged index of REIT preferred stocks) was 7.6%. We believe these two indices are relevant to us because


2



our investments, excluding short term investments, as of June 30, 2008, included 61.9% REIT common stocks and 22.5% REIT preferred stocks. The S&P 500 Index (an unmanaged index published as Standard and Poor's Composite Index of 500 common stocks) total return for the six months ended June 30, 2008 was negative 11.9%.

Our investment allocation to the apartment REITs contributed positively to the fund's performance, perhaps because this subsector has benefited from a downturn in the housing market, which has resulted in more people renting rather than buying homes. Our holdings in the hotel real estate subsector detracted from performance based on expectations of lower earnings growth.

Recent Developments

Recently, credit markets, including the market for auction rate securities, such as the Fund's $50 million of preferred shares, have experienced a liquidity crisis. To date, no auctions for the Fund's preferred shares have failed; however, an affiliate of the Fund's lead broker dealer for its preferred shares has purchased a significant amount of the Fund's preferred shares in the auctions. Please see the notes to the financial statements for more information.

Because of the decline in NAV during the last 15 months and the Fund's relatively small size, the Fund's Board of Trustees is currently considering actions to reduce its expenses and otherwise enhance value for the Fund's shareholders. To this end, on August 26, 2008 we filed a preliminary joint proxy statement / prospectus with the Securities and Exchange Commission in connection with a proposed combination of the Fund with two other closed end RMR funds (RMR Hospitality and Real Estate Fund and RMR F.I.R.E. Fund). Both are managed by our advisor, RMR Advisors, Inc. If the combinations receive all shareholder approvals that are required and proceed, all three funds will become one new fund, RMR Real Estate Income Fund, a newly formed Delaware statutory trust which also will be managed by our advisor. The process of seeking approvals and completing the proposed combinations may take several months, and the combinations may or may not occur for various reasons.

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

Sincerely,

SIGNATURE

Adam D. Portnoy
President

August 27, 2008


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Portfolio holdings by sub-sector as a percentage of investments
(as of June 30, 2008)*

REITs      
Health care   19 %
Hospitality   18 %
Diversified   15 %
Others, less than 10% each   32 %
   
 
  Total REITs   84 %
Other   16 %
   
 
  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.

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RMR Real Estate Fund
Portfolio of Investments
– June 30, 2008 (unaudited)


 
Company
  Shares
  Value
 

 
Common Stocks – 110.5%
Real Estate Investment Trusts – 101.3%
           
  Apartments – 12.8%            
    Apartment Investment & Management Co.   14,615   $ 497,787  
    Associated Estates Realty Corp.   40,000     428,400  
    AvalonBay Communities, Inc.   14,000     1,248,240  
    BRE Properties, Inc.   10,000     432,800  
    Equity Residential   49,000     1,875,230  
    Essex Property Trust, Inc.   6,000     639,000  
    Home Properties, Inc.   88,800     4,267,728  
    Mid-America Apartment Communities, Inc.   5,000     255,200  
    Post Properties, Inc.   5,000     148,750  
       
 
          9,793,135  

 
  Diversified – 23.1%            
    CapLease, Inc.   56,000     419,440  
    Colonial Properties Trust   10,000     200,200  
    Duke Realty Corp.   70,000     1,571,500  
    DuPont Fabros Technology, Inc.   7,500     139,800  
    Franklin Street Properties Corp.   3,000     37,920  
    Lexington Corporate Properties Trust   383,800     5,231,194  
    Liberty Property Trust   29,000     961,350  
    Mission West Properties, Inc.   5,000     54,800  
    National Retail Properties, Inc.   352,700     7,371,430  
    Vornado Realty Trust   19,000     1,672,000  
    Washington Real Estate Investment Trust   300     9,015  
       
 
          17,668,649  

 
  Health Care – 25.9%            
    Cogdell Spencer, Inc.   16,500     268,125  
    HCP, Inc.   39,080     1,243,135  
    Health Care REIT, Inc.   162,600     7,235,700  
    LTC Properties, Inc.   20,000     511,200  
    Medical Properties Trust, Inc.   94,520     956,542  
    Nationwide Health Properties, Inc.   242,154     7,625,429  
    OMEGA Healthcare Investors, Inc.   96,000     1,598,400  
    Universal Health Realty Income Trust   13,000     390,000  
       
 
          19,828,531  

 
  Hospitality – 6.6%            
    Ashford Hospitality Trust, Inc.   185,500     857,010  
    Entertainment Properties Trust   22,000     1,087,680  
    FelCor Lodging Trust, Inc.   49,700     521,850  
    Hersha Hospitality Trust   129,300     976,215  
    LaSalle Hotel Properties   17,200     432,236  
    Sunstone Hotel Investors, Inc.   25,000     415,000  
    Supertel Hospitality, Inc.   161,000     798,560  
       
 
          5,088,551  

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

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  Industrial – 10.1%            
    AMB Property Corp.   4,000   $ 201,520  
    DCT Industrial Trust, Inc.   64,500     534,060  
    EastGroup Properties, Inc.   14,000     600,600  
    First Industrial Realty Trust, Inc.   211,240     5,802,763  
    ProLogis   11,000     597,850  
       
 
          7,736,793  

 
  Manufactured Homes – 1.8%            
    Sun Communities, Inc.   75,900     1,383,657  

 
  Mortgage – 0.6%            
    Alesco Financial, Inc.   19,000     38,000  
    Anthracite Capital, Inc.   2,000     14,080  
    Gramercy Capital Corp.   37,388     433,327  
       
 
          485,407  

 
  Office – 9.4%            
    Brandywine Realty Trust   102,400     1,613,824  
    Corporate Office Properties Trust   15,500     532,115  
    Highwoods Properties, Inc.   55,000     1,728,100  
    Mack-Cali Realty Corp.   26,500     905,505  
    Maguire Properties, Inc.   48,000     584,160  
    Parkway Properties, Inc.   55,000     1,855,150  
       
 
          7,218,854  

 
  Retail – 7.6%            
    Cedar Shopping Centers, Inc.   75,000     879,000  
    Equity One, Inc.   10,000     205,500  
    Glimcher Realty Trust   109,400     1,223,092  
    Kimco Realty Corp.   5,000     172,600  
    Pennsylvania Real Estate Investment Trust   12,000     277,680  
    Ramco-Gershenson Properties Trust   9,000     184,860  
    Realty Income Corp.   54,600     1,242,696  
    Simon Property Group, Inc.   15,000     1,348,350  
    Tanger Factory Outlet Centers, Inc.   5,000     179,650  
    Urstadt Biddle Properties, Inc.   8,900     130,474  
       
 
          5,843,902  

 
  Specialty – 0.6%            
    Getty Realty Corp.   32,600     469,766  

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

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  Storage – 2.8%            
    Public Storage, Inc.   3,000   $ 242,370  
    Sovran Self Storage, Inc.   26,900     1,117,964  
    U-Store-It Trust   65,000     776,750  
       
 
          2,137,084  

 
Total Real Estate Investment Trusts (Cost $87,577,719)         77,654,329  

 
  Other – 9.2%            
    Abingdon Investment, Ltd. (a) (b)   550,000     3,256,000  
    American Capital Strategies, Ltd.   23,500     558,595  
    Brookfield Properties Corp.   10,000     177,900  
    Iowa Telecommunication Services, Inc.   50,500     889,305  
    Las Vegas Sands Corp. (c)   18,000     853,920  
    MCG Capital Corp.   41,000     163,180  
    Seaspan Corp.   48,200     1,157,764  

 
Total Other (Cost $10,153,829)         7,056,664  

 
Total Common Stocks (Cost $97,731,548)         84,710,993  

 
Preferred Stocks – 43.8%            
Real Estate Investment Trusts – 36.9%            
  Apartments – 1.1%            
    Apartment Investment & Management Co., Series G   32,800     813,440  

 
  Diversified – 2.1%            
    Colonial Properties Trust, Series D   60,000     1,410,000  
    Duke Realty Corp., Series O   8,000     190,960  
       
 
          1,600,960  

 
  Health Care – 5.8%            
    Health Care REIT, Inc., Series G   20,000     638,400  
    OMEGA Healthcare Investors Inc., Series D   160,000     3,840,000  
       
 
          4,478,400  

 
  Hospitality – 22.4%            
    Ashford Hospitality Trust, Series A   107,900     1,902,277  
    Ashford Hospitality Trust, Series D   100,000     1,772,000  
    Eagle Hospitality Properties Trust, Inc., Series A (b)   28,000     280,000  
    Entertainment Properties Trust, Series D   111,800     2,158,858  
    FelCor Lodging Trust, Inc., Series A (d)   83,000     1,589,450  
    FelCor Lodging Trust, Inc., Series C   39,600     766,260  
    Hersha Hospitality Trust, Series A   92,000     1,895,200  
    LaSalle Hotel Properties, Series D   100,000     1,959,000  
    Strategic Hotels & Resorts, Inc., Series A   75,000     1,335,000  
    Strategic Hotels & Resorts, Inc., Series B   64,500     1,161,000  
    Sunstone Hotel Investors, Inc., Series A   129,100     2,388,350  
       
 
          17,207,395  

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

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  Industrial – 0.6%            
    First Industrial Realty Trust, Series J   20,000   $ 420,000  

 
  Office – 1.6%            
    Corporate Office Properties Trust, Series H   2,000     43,940  
    Corporate Office Properties Trust, Series J   22,000     477,400  
    Kilroy Realty Corp., Series E   500     11,490  
    Kilroy Realty Corp., Series F   30,000     660,750  
       
 
          1,193,580  

 
  Retail – 3.3%            
    Cedar Shopping Centers, Inc., Series A   88,600     2,161,840  
    Glimcher Realty Trust, Series F   20,000     399,800  
       
 
          2,561,640  

 
Total Real Estate Investment Trusts (Cost $33,795,564)         28,275,415  

 
  Other – 6.9%            
    Hilltop Holdings, Inc., Series A   280,000     5,320,000  

 
Total Other (Cost $6,016,675)         5,320,000  

 
Total Preferred Stocks (Cost $39,812,239)         33,595,415  

 
Other Investment Companies – 9.4%            
    Alpine Total Dynamic Dividend Fund   126,200     1,877,856  
    Cohen & Steers Premium Income Realty Fund, Inc.   31,950     480,528  
    Cohen & Steers REIT and Preferred Income Fund, Inc.   38,426     733,937  
    Cornerstone Strategic Value Fund, Inc.   2,500     13,625  
    Eaton Vance Enhanced Equity Income Fund II   30,100     516,516  
    LMP Real Estate Income Fund, Inc.   80,160     1,226,448  
    Neuberger Berman Real Estate Securities Income Fund, Inc.   150,731     1,409,335  
    The Zweig Total Return Fund, Inc.   220,568     974,910  
    Ultra Real Estate ProShares   400     11,240  

 
Total Other Investment Companies (Cost $9,642,697)         7,244,395  

 
Short-Term Investments – 0.4%            
  Other Investment Companies – 0.4%            
    Dreyfus Cash Management, Institutional Shares, 2.66% (e) (Cost $310,743)   310,743     310,743  

 
Total Investments – 164.1% (Cost $147,497,227)         125,861,546  

 
Other assets less liabilities – 1.1%         834,092  
Preferred Shares, at liquidation preference – (65.2)%         (50,000,000 )

 
Net Assets applicable to common shareholders – 100%       $ 76,695,638  

 

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


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Notes to Portfolio of Investments

(a)
Rule 144A securities. Securities restricted for resale to Qualified Institutional Buyers (4.2% of net assets).

(b)
As of June 30, 2008, the Fund held securities fair valued in accordance with policies adopted by the board of trustees aggregating $3,536,000 and 2.8% of market value.

(c)
As of June 30, 2008, this security had not paid a distribution.

(d)
Convertible into common stock.

(e)
Rate reflects 7 day yield as of June 30, 2008.

See notes to financial statements.


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RMR Real Estate Fund
Financial Statements

Statement of Assets and Liabilities


 
June 30, 2008 (unaudited)
   
 

 
Assets        
  Investments in securities, at value (cost $147,497,227)   $ 125,861,546  
  Cash     300  
  Dividends and interest receivable     1,022,051  
  Other assets     4,339  
   
 
    Total assets     126,888,236  
   
 
Liabilities        
  Advisory fee payable     66,304  
  Distributions payable – preferred shares     40,160  
  Accrued expenses and other liabilities     86,134  
   
 
    Total liabilities     192,598  
   
 
Preferred shares, at liquidation preference        
  Auction preferred shares, Series T;
$.001 par value per share; 2,000 shares issued and
outstanding at $25,000 per share liquidation preference
    50,000,000  
   
 
Net assets attributable to common shares   $ 76,695,638  
   
 
Composition of net assets        
  Common shares, $.001 par value per share;
unlimited number of shares authorized,
6,824,000 shares issued and outstanding
  $ 6,824  
  Additional paid-in capital     96,475,287  
  Undistributed net investment income     77,834  
  Accumulated net realized gain on investment transactions     1,771,374  
  Net unrealized depreciation on investments     (21,635,681 )
   
 
Net assets attributable to common shares   $ 76,695,638  
   
 
Net asset value per share attributable to common shares
(based on 6,824,000 common shares outstanding)
  $ 11.24  
   
 

See notes to financial statements.


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RMR Real Estate Fund

Financial Statements
– continued

Statement of Operations


 
Six Months Ended June 30, 2008 (unaudited)
   
 

 
Investment Income        
  Dividends (cash distributions received or due, net of foreign taxes withheld of $420)   $ 5,486,414  
  Interest     19,053  
   
 
    Total investment income     5,505,467  
   
 
Expenses        
  Advisory     575,125  
  Audit and legal     317,816  
  Preferred share remarketing     63,082  
  Administrative     46,627  
  Shareholder reporting     43,693  
  Custodian     40,616  
  Compliance and internal audit     17,344  
  Trustees' fees and expenses     8,900  
  Other     41,631  
   
 
    Total expenses     1,154,834  
  Less: expense waived by the Advisor     (169,154 )
   
 
    Net expenses     985,680  
   
 
      Net investment income     4,519,787  
   
 
Realized and unrealized loss on investments        
  Net realized loss on investments     (235,896 )
  Net change in unrealized appreciation/(depreciation) on investments     (9,995,006 )
   
 
  Net realized and unrealized loss on investments     (10,230,902 )
   
 
  Distributions to preferred shareholders from net investment income     (1,020,580 )
   
 
    Net decrease in net assets attributable to common shares resulting from operations   $ (6,731,695 )
   
 

See notes to financial statements.


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RMR Real Estate Fund
Financial Statements
– continued

Statements of Changes in Net Assets


 
 
  Six Months Ended
June 30,
2008
(unaudited)

  Year Ended
December 31,
2007

 

 
Increase (decrease) in net assets resulting from operations              
  Net investment income   $ 4,519,787   $ 7,481,138  
  Net increase from payments by affiliates         2,070  
  Net realized gain (loss) on investments     (235,896 )   3,140,623  
  Net change in unrealized appreciation/(depreciation) on investments     (9,995,006 )   (41,493,993 )
  Distributions to preferred shareholders from:              
    Net investment income     (1,020,580 )   (1,161,670 )
    Net realized gain on investments         (1,482,830 )
   
 
 
      Net decrease in net assets attributable to common shares resulting from operations     (6,731,695 )   (33,514,662 )
   
 
 
  Distributions to common shareholders from:              
    Net investment income     (3,412,000 )   (6,354,978 )
    Net realized gain on investments         (8,111,902 )
   
 
 
      Total decrease in net assets attributable to common shares     (10,143,695 )   (47,981,542 )
Net assets attributable to common shares              
  Beginning of period     86,839,333     134,820,875  
   
 
 
  End of period (including undistributed/(distributions in excess of) net investment income of $77,834 and $(9,373), respectively)   $ 76,695,638   $ 86,839,333  
   
 
 
Common shares issued and repurchased              
  Shares outstanding, beginning of period     6,824,000     6,824,000  
    Shares issued          
   
 
 
  Shares outstanding, end of period     6,824,000     6,824,000  
   
 
 

See notes to financial statements.


12


RMR Real Estate Fund
Financial Highlights

Selected Data For A Common Share Outstanding Throughout Each Period


 
 
  Six Months Ended
June 30,
2008
(unaudited)

  Year Ended
December 31,
2007

  Year Ended
December 31,
2006

  Year Ended
December 31,
2005

  Year Ended
December 31,
2004

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

 

 
Per Common Share Operating Performance (b)                                      
Net asset value, beginning of period   $ 12.73   $ 19.76   $ 15.63   $ 16.61   $ 14.35   $ 14.33(c )
   
 
 
 
 
 
 
Income from Investment Operations                                      
Net investment income (d)     .66(e )   1.10     .99     .64     .47     .10  
Net realized and unrealized appreciation/(depreciation) on investments     (1.50 )(e)   (5.62 )   4.69     (.08 )   3.11     (.05 )
Distributions to preferred shareholders (common stock equivalent basis) from:                                      
  Net investment income     (.15 )(e)   (.17 )   (.23 )   (.10 )   (.05 )    
  Net realized gain on investments     —(e )   (.22 )   (.12 )   (.14 )   (.05 )    
   
 
 
 
 
 
 
Net increase (decrease) in net asset value from operations     (.99 )   (4.91 )   5.33     .32     3.48     .05  
Less: Distributions to common shareholders from:                                      
      Net investment income     (.50 )(e)   (.93 )   (.79 )   (.54 )   (.53 )    
      Net realized gain on investments     —(e )   (1.19 )   (.41 )   (.76 )   (.57 )    
Common share offering costs charged to capital                         (.03 )
Preferred share offering costs charged to capital                     (.12 )    
   
 
 
 
 
 
 
Net asset value, end of period   $ 11.24   $ 12.73   $ 19.76   $ 15.63   $ 16.61   $ 14.35  
   
 
 
 
 
 
 
Market price, beginning of period   $ 11.03   $ 17.48   $ 13.15   $ 14.74   $ 15.00   $ 15.00  
   
 
 
 
 
 
 
Market price, end of period   $ 10.07   $ 11.03   $ 17.48   $ 13.15   $ 14.74   $ 15.00  
   
 
 
 
 
 
 

 
Total Return (f)(g)                                      
Total investment return based on:                                      
    Market price (h)     (4.47 )%   (26.19 )%   43.77 %   (1.96 )%   6.42 %   0.00 %
    Net asset value (h)     (8.11 )%   (26.28 )%   35.27 %   2.10 %   24.73 %   0.14 %

 
Ratios/Supplemental Data:                                      
Ratio to average net assets attributable to common shares of:                                      
  Net investment income, before total preferred share distributions (d)     10.56 %(e)(i)   6.16 %   5.60 %   4.02 %   3.22 %   27.45 %(i)
  Total preferred share distributions     2.38 %(i)   2.18 %   1.97 %   1.47 %   0.67 %   0.00 %(i)
  Net investment income, net of preferred share distributions (d)     8.18 %(e)(i)   3.98 %   3.63 %   2.55 %   2.55 %   27.45 %(i)
  Expenses, net of fee waivers     2.30 %(i)   1.47 %   1.50 %   1.50 %   1.69 %   2.40 %(i)
  Expenses, before fee waivers     2.70 %(i)   1.82 %   1.86 %   1.87 %   2.05 %   2.65 %(i)
Portfolio Turnover Rate     2.51 %   51.01 %   36.20 %   22.15 %   35.52 %   17.49 %
Net assets attributable to common shares, end of period (000s)   $ 76,696   $ 86,839   $ 134,821   $ 106,670   $ 113,357   $ 95,776  
Preferred shares, liquidation preference ($25,000 per share) (000s)   $ 50,000   $ 50,000   $ 50,000   $ 50,000   $ 50,000   $  
Asset coverage per preferred share (j)   $ 63,348   $ 68,420   $ 92,411   $ 78,335   $ 81,679   $  
(a)
Commencement of operations.
(b)
Based on average shares outstanding.
(c)
Net asset value at December 18, 2003, reflects the deduction of the average sales load and offering costs of $0.67 per share paid by the holders of common shares from the $15.00 offering price. We paid a sales load of $0.68 per share on 6,660,000 common shares sold to the public and no sales load or offering costs on 7,000 common shares sold to affiliates of the RMR Advisors for $15.00 per share.
(d)
Amounts are net of expenses waived by RMR Advisors.
(e)
As discussed in Note A (8) to the financial statements, these amounts are subject to change to the extent 2008 distributions by the issuers of the Fund's investments are characterized as capital gains and return of capital.
(f)
The impact of the net increase from payments by affiliates is less than $0.005/share.
(g)
Total returns for periods of less than one year are not annualized.
(h)
Total return based on per share market price assumes the purchase of common shares at the market price on the first day and sales of common shares at the market price on the last day of the period indicated; dividends and distributions, if any, are assumed to be reinvested at market prices on the ex-dividend date. The total return based on net asset value, or NAV, assumes the purchase of common shares at NAV on the first day and sales of common shares at NAV on the last day of the period indicated; distributions are assumed to be reinvested at NAV on the ex-dividend date. Results represent past performance and do not guarantee future results. Total return would have been lower if RMR Advisors had not contractually waived a portion of its investment advisory fee.
(i)
Annualized.
(j)
Asset coverage per share equals net assets attributable to common shares plus the liquidation preference of the preferred shares divided by the total number of preferred shares outstanding at the end of the period.

See notes to financial statements.


13



RMR Real Estate Fund
Notes to Financial Statements

June 30, 2008 (unaudited)

Note A

(1)  Organization

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

(2)  Interim Financial Statements

The accompanying June 30, 2008 financial statements have been prepared without audit. The Fund believes that disclosures made are adequate to make the information presented not misleading. In the opinion of the Fund's management, all adjustments, which include normal recurring adjustments considered necessary for a fair presentation, have been included. The Fund's operating results for this interim period are not necessarily indicative of the results that may be expected on an annual basis in the future.

(3)  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 particularly for reasons described in Note A (8), and for other reasons.

(4)  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 average of the closing bid and ask prices 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 plus interest accrued, which approximates market value.

(5)  Fair Value Measurements

The Fund has adopted the provisions of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements, or FAS 157, effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive upon selling an


14


investment in a timely transaction to an independent buyer in the principal or most advantageous market for the investment. FAS 157 established a three tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk; for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

Level 1 – quoted prices in active markets for identical investments

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, credit risk, etc.)

Level 3 – significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments)

The valuation techniques used by the Fund to measure fair value during the six months ended June 30, 2008 maximized the use of observable inputs and minimized the use of unobservable inputs. The Fund utilized broker quotes, company financial information and other market indicators to value the securities whose prices were not readily available.

The following is a summary of the inputs used as of June 30, 2008, in valuing the Fund's investments carried at value:

Valuation Inputs
  Investments in
Securities

Level 1 – Quoted prices   $ 122,325,546
Level 2 – Other significant observable inputs     280,000
Level 3 – Significant unobservable inputs     3,256,000
   
Total   $ 125,861,546
   

15


Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining value:

 
  Investments in
Securities
Characterized
as Level 3

 
Balance as of 12/31/07   $ 4,378,000  
Accrued discounts/premiums      
Realized gain/loss and change in unrealized appreciation/depreciation     (1,122,000 )
Net purchases/sales      
Net transfers in and/or out of Level 3      
   
 
Balance, as of 06/30/08   $ 3,256,000  
   
 
Net change in unrealized appreciation/depreciation from investments still held as of 06/30/08   $ (1,122,000 )
   
 

(6)  Securities Transactions and Investment Income

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

(7)  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 each year.

Some foreign governments may subject the Fund's investment income and securities sales to withholding or other taxes. For the six months ended June 30, 2008, $420 of foreign taxes has been withheld from distributions to the Fund and has been recorded as a reduction of dividend income

(8)  Distributable Earnings

The Fund earns income, net of expenses, daily on its investments. It is the policy of the Fund to pay a stable distribution amount to common shareholders on a monthly basis and distributions to Fund shareholders are declared pursuant to this policy. On July 11, 2008, the Fund declared regular monthly distributions of $0.10 per common share payable in July, August and September 2008. Distributions to shareholders are recorded on the ex-dividend date. The Fund's distributions may consist of ordinary income (net investment income and short term capital gains), long term capital gains and return of capital. To the extent the Fund's net realized capital gains, if any, can be offset by capital loss carry-forwards, it is the policy of the Fund not to distribute such gains. Distributions to preferred shareholders are determined as described in Note D.


16


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. However, it is not possible to characterize distributions received from REITs during interim periods because the issuers do not report their tax characterization until subsequent to year end. Final characterization of the Fund's 2008 distributions to shareholders is also dependent upon the magnitude or timing of the Fund's securities transactions prior to year end. Therefore it is likely that some portion of the Fund's 2008 investment income and distributions to shareholders will be recharacterized as long term capital gain and return of capital for financial statement and federal income tax purposes subsequent to year end and reflected accordingly in the Fund's year end financial statements.

Although subject to adjustments, the cost, gross unrealized appreciation and unrealized depreciation of the Fund's investments for federal income tax purposes as of June 30, 2008, are as follows:

Cost   $ 147,497,227  
   
 
Gross unrealized appreciation   $ 7,678,991  
Gross unrealized depreciation     (29,314,672 )
   
 
Net unrealized appreciation/(depreciation)   $ (21,635,681 )
   
 

(9)  Concentration of Risk

Under normal market conditions, the Fund's investments are concentrated in income producing common shares, preferred shares and debt securities, including convertible preferred and debt securities, issued by 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.

Note B

Advisory and Administration Agreements and Other Transactions with Affiliates

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

RMR Advisors has contractually agreed to waive a portion of its annual fee equal to 0.25% of the Fund's average daily managed assets from December 18, 2003, until December 18, 2008. The Fund incurred net advisory fees of $405,971 during the six months ended June 30, 2008. The amount of fees waived by the Advisor was $169,154 for the six months ended June 30, 2008.

RMR Advisors also performs administrative functions for Fund pursuant to an administration agreement with the Fund. RMR Advisors has entered into a subadministration agreement with State Street Bank and


17



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 $46,627 of subadministrative fees charged by State Street for the six months ended June 30, 2008.

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 attendance fees for board and committee meetings. The Fund incurred $8,900 of trustee fees and expenses during the six months ended June 30, 2008.

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 $17,344 of compliance and internal audit expense during the six months ended June 30, 2008. 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 $7,409 of insurance expense during the six months ended June 30, 2008.

Note C

Securities Transactions

During the six months ended June 30, 2008, there were purchases and sales transactions (excluding short term securities) of $3,398,213 and $6,311,719 respectively. Brokerage commissions on securities transactions amounted to $12,718 during the six months ended June 30, 2008.

Note D

Preferred Shares

The Fund's 2,000 outstanding Series T auction preferred shares have a liquidation preference of $25,000 per share plus an amount equal to accumulated but unpaid distributions. The preferred shares are senior to the Fund's common shares and rank on parity with any other class or series of preferred shares of the Fund as to the payment of periodic distributions, including distribution of assets upon liquidation. If the Fund does not timely cure a failure to (1) maintain asset coverage for the preferred shares as required by rating agencies, or (2) maintain asset coverage, as defined in the 1940 Act, of at least 200%, the preferred shares will be subject to redemption in an amount equal to their liquidation preference plus accumulated but unpaid distributions. The holders of the preferred shares have voting rights equal to the holders of the Fund's common shares and generally vote together with the holders of the common shares as a single class. Holders of the preferred shares, voting as a separate class, also are entitled to elect two of the Fund's trustees. The Fund pays distributions on the preferred shares at a rate set at auctions held generally every seven days. Distributions are generally payable every seven days, on the first business day following the end of a distribution period. The preferred share distribution rate was 4.13% per annum as of June 30, 2008.

To date, no auctions for preferred securities of the Fund have failed to attract sufficient clearing bids. However, an affiliate of the Fund's lead broker-dealer for its preferred securities has purchased a significant amount of the Fund's preferred securities in the auctions. If this affiliate of the Fund's lead broker-dealer had not been supporting the Fund's auctions, the auctions likely would have failed and holders of the Fund's


18



preferred shares would not have been able to sell their preferred shares in the auctions. There can be no assurance that this or any other affiliate of the Fund's lead broker-dealer would purchase Fund preferred shares in any future auction of Fund preferred securities or that the Fund will not have any auction for its preferred securities fail. If an auction of the Fund's preferred shares should fail, the dividend rate for the next succeeding dividend period is set according to a pre-determined formula, and the resulting rate may be higher than the rate which the Fund would otherwise pay as a result of a successful auction. In addition, if an auction fails, holders of the Fund's preferred shares may not be able to sell their preferred shares in that auction. If auctions for the Fund's preferred shares fail, or if market conditions generally frustrate the Fund's ability to enhance investment results through the investment of capital attributable to its outstanding preferred shares, such factors may necessitate a change in the form and/or amount of investment leverage used by the Fund. The Fund has no current intention to change the form or degree of investment leverage that it uses. The use of alternative forms of leverage and/or a reduction in the degree of investment leverage used by the Fund in its investment program could result in reduced investment returns for common shareholders as compared to the returns that historically have been achieved by the Fund through the use of preferred share leverage in favorable market conditions. The Fund proactively manages compliance with asset coverage and other financial ratio requirements applicable to the preferred shares. In order to facilitate compliance with such requirements, and without further notice of its intention to do so, the Fund may from time to time purchase or otherwise acquire its outstanding preferred shares in the open market, in other nondiscriminatory secondary market transactions, pursuant to tender offers or other offers to repurchase preferred shares, or in other permissible purchase transactions, and also may from time to time call or redeem preferred shares in accordance with their terms.

Note E

Submission of Proposals to a Vote of Shareholders

The annual meeting of Fund shareholders was held on April 7, 2008. Following is a summary of the proposal submitted to shareholders for vote at the meeting and votes cast:

Proposal
  Votes for
  Votes withheld
  Votes abstained
Common and Preferred Shares            
  Election of John L. Harrington as an Independent Trustee until the 2011 annual meeting.   6,299,696   95,660  

The following trustees' terms of office as trustee continued after the Fund's annual meeting: Barry M. Portnoy, Gerard M. Martin, Frank J. Bailey and Arthur G. Koumantzelis.


19


RMR Hospitality and Real Estate Fund
June 30, 2008

    LOGO

To our shareholders,

In the pages that follow, you will find data summarizing our financial results for the six months ended June 30, 2008, and our financial position as of June 30, 2008.

Relevant Market Conditions

Hospitality Industry Fundamentals.     Operating fundamentals for hotels experienced a greater than previously anticipated slowdown during the first half of the year. Coming into the year, industry-wide expectations for annual growth in revenue per available room, or RevPar, were in the range of 5% to 7%. However, with a slowing economy, higher fuel costs and planned reduced airline capacity, RevPar expectations are now generally flat for the full year 2008.

Real Estate Industry Fundamentals.     Despite a slowing economy and negative sentiment regarding the direction of the financial markets, real estate fundamentals remained stable during the first half of 2008. Occupancy levels held up and rents continued to increase, albeit at a slower pace. Property sales, however, slowed substantially as a result of tighter lending standards and wide differences between buyers and sellers regarding valuations. With limited transactions taking place, it is hard to estimate how much commercial property values have declined. Some estimates put the figure somewhere between negative 10% to negative 15%. What is clear, however, is that property values are no longer at levels seen in early 2007. Over the next six to twelve months, we expect downward pricing pressure to continue on commercial real estate.

For the balance of the year, we believe the economy will likely continue to struggle due to higher food and energy prices, lack of employment growth and a weak housing market. Lending will continue to be restricted, hampering overall economic growth as financial institutions continue to strengthen their balance sheets.

Real Estate Industry Technicals.     Throughout the first half of the year, the REIT market continued to exhibit high volatility. REITs started the year on a negative note, down almost 12% in mid-January, and rebounded sharply during March and April (up 6% during each month) following the Fed's and J.P. Morgan's rescue of Bear Stearns. Concern about additional write-offs from financial institutions sent the REIT market, along with other financial services companies, into negative territory during the month of June. REITs were down 11% in June and finished the first half of the year down 3.5%. Despite the volatility, REIT dedicated funds saw $3 billion of inflows during the first six months of the year, an encouraging sign after outflows of more than $9 billion from the period March to December 2007.

Fund Strategies, Techniques and Performance

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


20



During the six months ended June 30, 2008, our total return on net asset value, or NAV (including NAV changes and assuming a hypothetical reinvestment of distributions at NAV), was negative 8.7%. During that same period, the total return for the MSCI US REIT Total Return Index (an unmanaged index of REIT common stocks) was negative 3.5% and the total return for the Merrill Lynch REIT Preferred Index (an unmanaged index of REIT preferred stocks) was 7.6%. We believe these two indices are relevant to us because our investments, excluding short term investments, as of June 30, 2008, included 51.4% REIT common stocks and 30.8% REIT preferred stocks. The S&P 500 Index (an unmanaged index published as Standard and Poor's Composite Index of 500 common stocks) total return for the six months ended June 30, 2008 was negative 11.9%.

As a result of the Fund's erosion in NAV and income from its investments during 2007 and 2008, the Fund's Board decided to lower the distribution rate to common shareholders in April in an effort to bring the distribution more in line with the Fund's earnings potential. During the past two years, the Fund's performance also has been impacted by the cost of litigation with a shareholder. This litigation has since been resolved.

Recent Developments

The Fund had recently been involved in litigation with one of its shareholders. The parties to this litigation entered into a settlement agreement in June 2008, and on July 1, 2008, the court granted the parties' joint motion to dismiss this litigation, effectively ending the litigation and its continuing costs to the Fund.

Recently, credit markets, including the market for auction rate securities, such as the Fund's $28 million of preferred shares, have experienced a liquidity crisis. To date, no auctions for the Fund's preferred shares have failed; however, an affiliate of the Fund's lead broker dealer for its preferred shares has purchased a significant amount of the Fund's preferred shares in the auctions. Please see the notes to the financial statements for more information.

Because of the decline in NAV during the last 15 months and the Fund's relatively small size, the the Fund's Board of Trustees is currently considering actions to reduce its expenses and otherwise enhance value for the Fund's shareholders. To this end, on August 26, 2008 we filed a preliminary joint proxy statement / prospectus with the Securities and Exchange Commission in connection with a proposed combination of the Fund with two other closed end RMR funds (RMR Real Estate Fund and RMR F.I.R.E. Fund). Both are managed by our advisor, RMR Advisors, Inc. If the combinations receive all shareholder approvals that are required and proceed, all three funds will become one new fund, RMR Real Estate Income Fund, a newly formed Delaware statutory trust which also will be managed by our advisor. The process of seeking approvals and completing the proposed combinations may take several months, and the combinations may or may not occur for various reasons.

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

Sincerely,

SIGNATURE

Adam D. Portnoy
President

August 27, 2008


21



 

    LOGO

Portfolio holdings by sub-sector as a percentage of investments
(as of June 30, 2008)*

 
   
 
Hospitality real estate   34 %
Health care real estate   15 %
Office real estate   10 %
Diversified real estate   10 %
Others, less than 10% each   31 %
   
 
Total investments   100 %
   
 
REITs   85 %
Other   15 %
   
 
Total investments   100 %
   
 

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

22


RMR Hospitality and Real Estate Fund
Portfolio of Investments
– June 30, 2008 (unaudited)


Company
  Shares
  Value

Common Stocks – 98.0%          
Real Estate Investment Trusts – 89.9%          
  Apartments – 5.7%          
    Apartment Investment & Management Co.   25,539   $ 869,858
    Associated Estates Realty Corp.   5,600     59,976
    BRE Properties, Inc.   6,000     259,680
    Equity Residential   8,000     306,160
    Essex Property Trust, Inc.   2,000     213,000
    Home Properties, Inc.   7,500     360,450
       
          2,069,124

  Diversified – 15.2%          
    CapLease, Inc.   41,404     310,116
    Colonial Properties Trust   55,900     1,119,118
    Cousins Properties, Inc.   14,400     332,640
    Franklin Street Properties Corp.   3,000     37,920
    iStar Financial, Inc.   6,000     79,260
    Lexington Corporate Properties Trust   128,800     1,755,544
    Liberty Property Trust   20,000     663,000
    Mission West Properties, Inc.   3,000     32,880
    National Retail Properties, Inc.   56,850     1,188,165
    Washington Real Estate Investment Trust   300     9,015
       
          5,527,658

  Health Care – 19.4%          
    Care Investment Trust, Inc.   6,900     65,067
    HCP, Inc.   16,770     533,454
    Health Care REIT, Inc.   61,640     2,742,980
    LTC Properties, Inc.   10,000     255,600
    Medical Properties Trust, Inc.   36,020     364,522
    Nationwide Health Properties, Inc.   86,000     2,708,140
    OMEGA Healthcare Investors, Inc.   7,700     128,205
    Universal Health Realty Income Trust   7,600     228,000
       
          7,025,968

  Hospitality – 15.1%          
    Ashford Hospitality Trust, Inc.   140,000     646,800
    Entertainment Properties Trust   18,800     929,472
    FelCor Lodging Trust, Inc.   39,500     414,750
    Hersha Hospitality Trust   38,100     287,655
    Host Hotels & Resorts, Inc.   44,000     600,600
    LaSalle Hotel Properties   31,199     784,031
    Strategic Hotels & Resorts, Inc.   12,000     112,440
    Sunstone Hotel Investors, Inc.   23,000     381,800
    Supertel Hospitality, Inc.   267,130     1,324,965
       
          5,482,513

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

23


  Industrial – 10.8%          
    AMB Property Corp.   1,000   $ 50,380
    DCT Industrial Trust, Inc.   16,600     137,448
    EastGroup Properties, Inc.   6,000     257,400
    First Industrial Realty Trust, Inc.   104,160     2,861,275
    ProLogis   11,000     597,850
       
          3,904,353

  Manufactured Homes – 0.8%          
    Sun Communities, Inc.   15,450     281,654

  Mortgage – 0.6%          
    Gramercy Capital Corp.   14,696     170,327
    JER Investors Trust, Inc.   10,000     63,000
       
          233,327

  Office – 9.3%          
    Brandywine Realty Trust   49,400     778,544
    Corporate Office Properties Trust   11,500     394,795
    Douglas Emmett, Inc.   8,300     182,351
    Highwoods Properties, Inc.   40,900     1,285,078
    Parkway Properties, Inc.   22,200     748,806
       
          3,389,574

  Retail – 10.2%          
    Cedar Shopping Centers, Inc.   22,000     257,840
    Developers Diversified Realty Corp.   2,000     69,420
    Equity One, Inc.   3,000     61,650
    Glimcher Realty Trust   27,400     306,332
    Pennsylvania Real Estate Investment Trust   44,000     1,018,160
    Ramco-Gershenson Properties Trust   12,000     246,480
    Realty Income Corp.   54,200     1,233,592
    Simon Property Group, Inc.   3,000     269,670
    Tanger Factory Outlet Centers, Inc.   5,000     179,650
    Urstadt Biddle Properties, Inc.   2,900     42,514
       
          3,685,308

  Specialty – 1.4%          
    Getty Realty Corp.   34,000     489,940

  Storage – 1.4%          
    Sovran Self Storage, Inc.   4,100     170,396
    U-Store-It Trust   29,100     347,745
       
          518,141

Total Real Estate Investment Trusts (Cost $38,412,413)         32,607,560

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

24


  Other – 8.1%          
    Abingdon Investment, Ltd. (a)(b)   200,000   $ 1,184,000
    American Capital Strategies, Ltd.   3,500     83,195
    Brookfield Properties Corp.   5,000     88,950
    DHT Maritime, Inc.   16,000     160,480
    Iowa Telecommunication Services, Inc.   20,800     366,288
    MCG Capital Corp.   11,000     43,780
    Seaspan Corp.   33,400     802,268
    Wyndham Worldwide Corp. (c)   11,000     197,010

Total Other (Cost $3,924,354)         2,925,971

Total Common Stocks (Cost $42,336,767)         35,533,531

Preferred Stocks – 54.4%          
Real Estate Investment Trusts – 53.9%          
  Apartments – 1.5%          
    Apartment Investment & Management Co., Series U   24,000     558,000

  Diversified – 2.5%          
    Digital Realty Trust, Inc., Series A   15,000     346,200
    Duke Realty Corp., Series O   4,000     95,480
    LBA Realty LLC, Series B   30,000     468,750
       
          910,430

  Health Care – 6.9%          
    Health Care REIT, Inc., Series F   40,000     936,000
    Health Care REIT, Inc., Series G   20,000     638,400
    LTC Properties, Inc., Series F   40,000     922,800
       
          2,497,200

  Hospitality – 32.3%          
    Ashford Hospitality Trust, Series A   46,000     810,980
    Ashford Hospitality Trust, Series D   70,000     1,240,400
    Eagle Hospitality Properties Trust, Inc., Series A(b)   28,000     280,000
    FelCor Lodging Trust, Inc., Series C   60,000     1,161,000
    Hersha Hospitality Trust, Series A   52,000     1,071,200
    Host Marriott Corp., Series E   100,000     2,500,000
    Innkeepers USA Trust, Series C   27,000     333,450
    LaSalle Hotel Properties, Series D   50,000     979,500
    LaSalle Hotel Properties, Series E   62,200     1,299,980
    LaSalle Hotel Properties, Series G   10,000     184,400
    Strategic Hotels & Resorts, Inc., Series A   10,000     178,000
    Strategic Hotels & Resorts, Inc., Series C   40,000     768,000
    Sunstone Hotel Investors, Inc., Series A   50,000     925,000
       
          11,731,910

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

25


  Office – 8.5%          
    Alexandria Real Estate Equities, Inc., Series C   60,000   $ 1,476,000
    SL Green Realty Corp., Series D   70,000     1,610,000
       
          3,086,000

  Retail – 2.2%          
    Cedar Shopping Centers, Inc., Series A   32,000     780,800

Total Real Estate Investment Trusts (Cost $23,265,491)         19,564,340

  Other – 0.5%          
    Hilltop Holdings, Inc., Series A   9,600     182,400

Total Other (Cost $201,581)         182,400

Total Preferred Stocks (Cost $23,467,072)         19,746,740

Debt Securities – 12.8%          
  Hospitality – 12.8%          
    American Real Estate Partners LP, 8.125%, 06/01/2012   2,000,000     1,920,000
    FelCor Lodging LP, 8.50%, 06/01/2011 (d)   1,600,000     1,564,000
    Six Flags Operations, Inc., 12.25%, 07/15/2016 (a)   1,232,000     1,136,520

Total Debt Securities (Cost $4,815,623)         4,620,520

Other Investment Companies – 9.9%          
    Alpine Total Dynamic Dividend Fund   69,100     1,028,208
    Cohen & Steers Premium Income Realty Fund, Inc.   16,962     255,108
    Cohen & Steers REIT and Preferred Income Fund, Inc.   14,500     276,950
    Eaton Vance Enhanced Equity Income Fund II   22,700     389,532
    LMP Real Estate Income Fund, Inc.   39,379     602,499
    Neuberger Berman Real Estate Securities Income Fund, Inc.   66,952     626,001
    The Zweig Total Return Fund, Inc.   94,700     418,574

Total Other Investment Companies (Cost $4,657,275)         3,596,872

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

26



 
Company
  Shares or
Principal Amount

  Value
 

 
Short-Term Investments – 0.7%            
  Other Investment Companies – 0.7%            
    Dreyfus Cash Management, Institutional Shares, 2.66% (e) (Cost $267,571)   267,571   $ 267,571  

 
Total Investments – 175.8% (Cost $75,544,308)         63,765,234  

 
Other assets less liabilities – 1.4%         516,037  
Preferred Shares, at liquidation preference – (77.2)%         (28,000,000 )

 
Net Assets applicable to common shareholders – 100%       $ 36,281,271  

 

Notes to Portfolio of Investments

(a)
Rule 144A securities. Securities restricted for resale to Qualified Institutional Buyers (6.4% of net assets).
(b)
As of June 30, 2008, the Fund held securities fair valued in accordance with policies adopted by the board of trustees aggregating $1,464,000 and 2.3% of market value.
(c)
A hospitality company.
(d)
Also a Real Estate Investment Trust.
(e)
Rate reflects 7 day yield as of June 30, 2008.

See notes to financial statements.


27



RMR Hospitality and Real Estate Fund

Financial Statements

Statement of Assets and Liabilities


 
June 30, 2008 (unaudited)
   
 

 
Assets        
  Investments in securities, at value (cost $75,544,308)   $ 63,765,234  
  Cash     370  
  Dividends and interest receivable     735,591  
  Other assets     3,812  
   
 
    Total assets     64,505,007  
   
 
Liabilities        
  Advisory fee payable     33,464  
  Distributions payable – preferred shares     32,278  
  Accrued expenses and other liabilities     157,994  
   
 
    Total liabilities     223,736  
   
 
Preferred shares, at liquidation preference        
  Auction preferred shares, Series Th;
$.001 par value per share; 1,120 shares issued and
outstanding at $25,000 per share liquidation preference
    28,000,000  
   
 
Net assets attributable to common shares   $ 36,281,271  
   
 
Composition of net assets        
  Common shares, $.001 par value per share;
unlimited number of shares authorized,
2,485,000 shares issued and outstanding
  $ 2,485  
  Additional paid-in capital     46,967,809  
  Undistributed net investment income     39,496  
  Accumulated net realized gain on investment transactions     1,050,555  
  Net unrealized depreciation on investments     (11,779,074 )
   
 
Net assets attributable to common shares   $ 36,281,271  
   
 
Net asset value per share attributable to common shares
(based on 2,485,000 common shares outstanding)
  $ 14.60  
   
 

See notes to financial statements.


28



RMR Hospitality and Real Estate Fund
Financial Statements
– continued

Statement of Operations


 
Six Months Ended June 30, 2008 (unaudited)
   
 

 
Investment Income        
  Dividends (cash distributions received or due,
net of foreign taxes withheld of $210)
  $ 2,678,693  
  Interest     252,996  
   
 
    Total investment income     2,931,689  
   
 
Expenses        
  Advisory     290,194  
  Audit and legal     641,534  
  Administrative     46,512  
  Preferred share remarketing     35,325  
  Custodian     29,951  
  Compliance and internal audit     17,344  
  Shareholder reporting     15,067  
  Trustees' fees and expenses     8,900  
  Other     45,248  
   
 
    Total expenses     1,130,075  
  Less: expense waived by the Advisor     (85,351 )
   
 
    Net expenses     1,044,724  
   
 
      Net investment income     1,886,965  
   
 
Realized and unrealized gain (loss) on investments        
  Net realized gain on investments     56,318  
  Net change in unrealized appreciation/(depreciation) on investments     (4,760,956 )
   
 
  Net realized and unrealized loss on investments     (4,704,638 )
   
 
  Distributions to preferred shareholders from net investment income     (607,454 )
   
 
    Net decrease in net assets attributable to common shares resulting from operations   $ (3,425,127 )
   
 

See notes to financial statements.


29



RMR Hospitality and Real Estate Fund

Financial Statements
– continued

Statements of Changes in Net Assets


 
 
  Six Months Ended
June 30, 2008
(unaudited)

  Year Ended
December 31
2007

 

 
Increase (decrease) in net assets resulting from operations              
  Net investment income   $ 1,886,965   $ 1,567,243  
  Net increase from payments by affiliates         1,036  
  Net realized gain on investments     56,318     1,434,411  
  Net change in unrealized appreciation/(depreciation) on investments     (4,760,956 )   (18,455,574 )
  Distributions to preferred shareholders from:              
    Net investment income     (607,454 )   (318,275 )
    Net realized gain on investments         (1,138,397 )
   
 
 
      Net decrease in net assets attributable to common shares resulting from operations     (3,425,127 )   (16,909,556 )
   
 
 
  Distributions to common shareholders from:              
    Net investment income     (1,240,015 )   (1,274,968 )
    Net realized gain on investments         (5,186,032 )
   
 
 
      Total decrease in net assets attributable to common shares     (4,665,142 )   (23,370,556 )
Net assets attributable to common shares              
  Beginning of period     40,946,413     64,316,969  
   
 
 
  End of period (including undistributed net investment income of $39,496 and $0, respectively)   $ 36,281,271   $ 40,946,413  
   
 
 
Common shares issued and repurchased              
  Shares outstanding, beginning of period     2,485,000     2,485,000  
    Shares issued          
   
 
 
  Shares outstanding, end of period     2,485,000     2,485,000  
   
 
 

See notes to financial statements.


30



RMR Hospitality and Real Estate Fund

Financial Highlights

Selected Data For A Common Share Outstanding Throughout Each Period


 
 
  Six Months Ended
June 30, 2008
(unaudited)

  Year Ended
December 31,
2007

  Year Ended
December 31,
2006

  Year Ended
December 31,
2005

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

 

 
Per Common Share Operating Performance (b)                                
Net asset value, beginning of period   $ 16.48   $ 25.88   $ 21.88   $ 22.94   $ 19.28 (c)
   
 
 
 
 
 
Income from Investment Operations                                
Net investment income (d)     .76 (e)   .63     1.08     1.13     .71  
Net realized and unrealized appreciation/(depreciation) on investments     (1.90 )(e)   (6.84 )   4.95     (.19 )   3.95  
  Distributions to preferred shareholders (common stock equivalent basis) from:                                
  Net investment income     (.24 )(e)   (.13 )   (.30 )   (.16 )   (.06 )
  Net realized gain on investments     (e)   (.46 )   (.23 )   (.11 )   (.01 )
   
 
 
 
 
 
Net increase (decrease) in net asset value from operations     (1.38 )   (6.80 )   5.50     .67     4.59  
Less: Distributions to common shareholders from:                                
  Net investment income     (.50 )(e)   (.51 )   (.85 )   (.96 )   (.65 )
  Net realized gain on investments     (e)   (2.09 )   (.65 )   (.65 )   (.10 )
Common share offering costs charged to capital                     (.04 )
Preferred share offering costs charged to capital                 (.12 )   (.14 )
   
 
 
 
 
 
Net asset value, end of period   $ 14.60   $ 16.48   $ 25.88   $ 21.88   $ 22.94  
   
 
 
 
 
 
Market price, beginning of period   $ 14.38   $ 22.95   $ 18.21   $ 19.98   $ 20.00  
   
 
 
 
 
 
Market price, end of period   $ 13.04   $ 14.38   $ 22.95   $ 18.21   $ 19.98  
   
 
 
 
 
 

 
Total Return (f)(g)                                
Total investment return based on:                                
  Market price (h)     (6.06 )%   (28.11 )%   35.54 %   (0.73 )%   3.93 %
  Net asset value (h)     (8.68 )%   (28.15 )%   25.89 %   2.54 %   23.16 %

 
Ratios/Supplemental Data:                                
Ratio to average net assets attributable to common shares of:                          
  Net investment income, before total preferred share distributions (d)     9.33 %(e)(i)   2.72 %   4.50 %   5.04 %   4.96 %(i)
  Total preferred share distributions     3.00% (i)   2.53 %   2.23 %   1.20 %   0.50 %(i)
  Net investment income, net of preferred share distributions (d)     6.33% (e)(i)   0.19 %   2.27 %   3.84 %   4.46% (i)
  Expenses, net of fee waivers     5.17% (i)   5.40 %   3.13 %   1.80 %   1.86% (i)
  Expenses, before fee waivers     5.59% (i)   5.77 %   3.49 %   2.14 %   2.18% (i)
Portfolio Turnover Rate     7.67 %   41.36 %   45.70 %   23.95 %   20.83 %
Net assets attributable to common shares, end of period (000s)   $ 36,281   $ 40,946   $ 64,317   $ 54,377   $ 57,005  
Preferred shares, liquidation preference ($25,000 per share) (000s)   $ 28,000   $ 28,000   $ 28,000   $ 28,000   $ 17,000  
Asset coverage per preferred share (j)   $ 57,394   $ 61,569   $ 82,426   $ 73,551   $ 108,830  
(a)
Commencement of operations.
(b)
Based on average shares outstanding.
(c)
Net asset value at April 27,2004, reflects the deduction of the average sales load and offering costs of $0.72 per share paid by the holders of common shares from the $20.00 offering price. We paid a sales load and offering cost of $0.90 per share on 2,000,000 common shares sold to the public and no sales load or offering costs on 480,000 common shares sold to affiliates of RMR Advisors for $20 per share.
(d)
Amounts are net of expenses waived by RMR Advisors.
(e)
As discussed in Note A (8) to the financial statements, these amounts are subject to change to the extent 2008 distributions by the issuers of the Fund's investments are characterized as capital gains and return of capital.
(f)
The impact of the net increase in payments by affiliates is less than $0.005/share.
(g)
Total returns for periods of less than one year are not annualized.
(h)
Total return based on per share market price assumes the purchase of common shares at the market price on the first day and sales of common shares at the market price on the last day of the period indicated; dividends and distributions, if any, are assumed to be reinvested at market prices on the ex-dividend date. The total return based on 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.
(i)
Annualized.
(j)
Asset coverage per share equals net assets attributable to common shares plus the liquidation preference of the preferred shares divided by the total number of preferred shares outstanding at the end of the period.

See notes to financial statements.


31



RMR Hospitality and Real Estate Fund
Notes to Financial Statements

June 30, 2008 (unaudited)

Note A

(1)  Organization

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

(2)  Interim Financial Statements

The accompanying June 30, 2008 financial statements have been prepared without audit. The Fund believes that disclosures made are adequate to make the information presented not misleading. In the opinion of the Fund's management, all adjustments, which include normal recurring adjustments considered necessary for a fair presentation, have been included. The Fund's operating results for this interim period are not necessarily indicative of the results that may be expected on an annual basis in the future.

(3)  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 particularly for reasons described in Note A (8), and for other reasons.

(4)  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 average of the closing bid and ask prices 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 plus interest accrued, which approximates market value.

(5)  Fair Value Measurements

The Fund has adopted the provisions of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements, or FAS 157, effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market for


32


the investment. FAS 157 established a three tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk; for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

Level 1 – quoted prices in active markets for identical investments

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, credit risk, etc.)

Level 3 – significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments)

The valuation techniques used by the Fund to measure fair value during the six months ended June 30, 2008 maximized the use of observable inputs and minimized the use of unobservable inputs. The Fund utilized broker quotes, company financial information and other market indicators to value the securities whose prices were not readily available.

The following is a summary of the inputs used as of June 30, 2008, in valuing the Fund's investments carried at value:

Valuation Inputs
  Investments in
Securities

Level 1 – Quoted prices   $ 62,301,234
Level 2 – Other significant observable inputs     280,000
Level 3 – Significant unobservable inputs     1,184,000
   
Total   $ 63,765,234
   

33


Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining value:

 
  Investments in
Securities
Characterized
as Level 3

 
Balance as of 12/31/07   $ 1,592,000  
Accrued discounts/premiums      
Realized gain/loss and change in unrealized appreciation/depreciation     (408,000 )
Net purchases/sales      
Net transfers in and/or out of Level 3      
   
 
Balance, as of 06/30/08   $ 1,184,000  
   
 
Net change in unrealized appreciation/depreciation from investments still held as of 06/30/08   $ (408,000 )
   
 

(6)  Securities Transactions and Investment Income

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

(7)  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 each year.

Some foreign governments may subject the Fund's investment income and securities sales to withholding or other taxes. For the six months ended June 30, 2008, $210 of foreign taxes have been withheld from distributions to the Fund and recorded as a reduction of dividend income.

(8)  Distributable Earnings

The Fund earns income, net of expenses, daily on its investments. It is the policy of the Fund to pay a stable distribution amount to common shareholders on a monthly basis and distributions to Fund shareholders are declared pursuant to this policy. On July 11, 2008, the Fund declared regular monthly distributions of $0.083 per common share payable in July, August and September 2008. Distributions to shareholders are recorded on the ex-dividend date. The Fund's distributions may consist of ordinary income (net investment income and short term capital gains), long term capital gains and return of capital. To the extent the Fund's net realized capital gains, if any, can be offset by capital loss carry-forwards, it is the policy of the Fund not to distribute such gains. Distributions to preferred shareholders are determined as described in Note D.


34


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. However, it is not possible to characterize distributions received from REITs during interim periods because the issuers do not report their tax characterization until subsequent to year end. Final characterization of the Fund's 2008 distributions to shareholders is also dependent upon the magnitude or timing of the Fund's securities transactions prior to year end. Therefore it is likely that some portion of the Fund's 2008 investment income and distributions to shareholders will be recharacterized as long term capital gain and return of capital for financial statement and federal income tax purposes subsequent to year end and reflected accordingly in the Fund's year end financial statements.

Although subject to adjustments, the cost, gross unrealized appreciation and unrealized depreciation of the Fund's investments for federal income tax purposes as of June 30, 2008, are as follows:

Cost   $ 75,544,308  
   
 
Gross unrealized appreciation   $ 3,372,742  
Gross unrealized depreciation     (15,151,816 )
   
 
Net unrealized appreciation/(depreciation)   $ (11,779,074 )
   
 

(9)  Concentration of Risk

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

Note B

Advisory and Administration Agreements and Other Transactions with Affiliates

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

RMR Advisors has contractually agreed to waive a portion of its annual fee equal to 0.25% of the Fund's average daily managed assets from April 27, 2004 until April 27, 2009. The Fund incurred net advisory fees of $204,843 during the six months ended June 30, 2008. The amount of fees waived by the Advisor was $85,351 for the six months ended June 30, 2008.

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


35



services. Under the administration agreement, RMR Advisors is entitled to reimbursement of the cost of providing administrative services. The Fund reimbursed RMR Advisors for $46,512 of subadministrative fees charged by State Street for the six months ended June 30, 2008.

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 attendance fees for board and committee meetings. The Fund incurred $8,900 of trustee fees and expenses during the six months ended June 30, 2008.

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 $17,344 of compliance and internal audit expense during the six months ended June 30, 2008. 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 $6,388 of insurance expense during the six months ended June 30, 2008.

Note C

Securities Transactions

During the six months ended June 30, 2008, there were purchases and sales transactions (excluding short term securities) of $5,612,914 and $5,182,518 respectively. Brokerage commissions on securities transactions amounted to $11,870 during the six months ended June 30, 2008.

Note D

Preferred Shares

The Fund's 1,120 outstanding Series Th auction preferred shares have a liquidation preference of $25,000 per share plus an amount equal to accumulated but unpaid distributions. The preferred shares are senior to the Fund's common shares and rank on parity with any other class or series of preferred shares of the Fund as to the payment of periodic distributions, including distribution of assets upon liquidation. If the Fund does not timely cure a failure to (1) maintain asset coverage for the preferred shares as required by rating agencies, or (2) maintain asset coverage, as defined in the 1940 Act, of at least 200%, the preferred shares will be subject to redemption in an amount equal to their liquidation preference plus accumulated but unpaid distributions. The holders of the preferred shares have voting rights equal to the holders of the Fund's common shares and generally vote together with the holders of the common shares as a single class. Holders of the preferred shares, voting as a separate class, also are entitled to elect two of the Fund's trustees. The Fund pays distributions on the preferred shares at a rate set at auctions held generally every seven days. Distributions are generally payable every seven days, on the first business day following the end of a distribution period. The preferred share distribution rate was 4.15% per annum as of June 30, 2008.

To date, no auctions for preferred securities of the Fund have failed to attract sufficient clearing bids. However, an affiliate of the Fund's lead broker-dealer for its preferred securities has purchased a significant amount of the Fund's preferred securities in the auctions. If this affiliate of the Fund's lead broker-dealer had not been supporting the Fund's auctions, the auctions likely would have failed and holders of the Fund's preferred shares would not have been able to sell their preferred shares in the auctions. There can be no


36



assurance that this or any other affiliate of the Fund's lead broker-dealer would purchase Fund preferred shares in any future auction of Fund preferred securities or that the Fund will not have any auction for its preferred securities fail. If an auction of the Fund's preferred shares should fail, the dividend rate for the next succeeding dividend period is set according to a pre-determined formula, and the resulting rate may be higher than the rate which the Fund would otherwise pay as a result of a successful auction. In addition, if an auction fails, holders of the Fund's preferred shares may not be able to sell their preferred shares in that auction. If auctions for the Fund's preferred shares fail, or if market conditions generally frustrate the Fund's ability to enhance investment results through the investment of capital attributable to its outstanding preferred shares, such factors may necessitate a change in the form and/or amount of investment leverage used by the Fund. The Fund has no current intention to change the form or degree of investment leverage that it uses. The use of alternative forms of leverage and/or a reduction in the degree of investment leverage used by the Fund in its investment program could result in reduced investment returns for common shareholders as compared to the returns that historically have been achieved by the Fund through the use of preferred share leverage in favorable market conditions. The Fund proactively manages compliance with asset coverage and other financial ratio requirements applicable to the preferred shares. In order to facilitate compliance with such requirements, and without further notice of its intention to do so, the Fund may from time to time purchase or otherwise acquire its outstanding preferred shares in the open market, in other nondiscriminatory secondary market transactions, pursuant to tender offers or other offers to repurchase preferred shares, or in other permissible purchase transactions, and also may from time to time call or redeem preferred shares in accordance with their terms..

Note E

Submission of Proposals to a Vote of Shareholders

The annual meeting of Fund shareholders was held on April 7, 2008. Following is a summary of the proposal submitted to shareholders for vote at the meeting and votes cast:

Proposal
  Votes for
  Votes withheld
  Votes abstained
Common and Preferred Shares            
  Election of John L. Harrington as an Independent Trustee until the 2011 annual meeting.   1,984,910   213,309  

The following trustees' terms of office as trustee continued after the Fund's annual meeting: Barry M. Portnoy, Gerard M. Martin, Frank J. Bailey and Arthur G. Koumantzelis.

Note F

Litigation and Legal Fees

The Fund had recently been involved in litigation with its shareholder, Bulldog Investors General Partnership. The purpose of this litigation was to enforce provisions of the Fund's declaration of trust which generally limits ownership of the Fund to not more than 9.8% of the Fund's outstanding shares. The parties to this litigation entered into a settlement agreement in June 2008, and on July 1, 2008 the court granted the parties' joint motion to dismiss this litigation, effectively ending the litigation. During the six month period ended June 30, 2008, the Fund incurred approximately $401,133 of expenses in connection with the Bulldog litigation and related matters.


37


RMR F.I.R.E. Fund
June 30, 2008


 

 

 
    LOGO

To our shareholders,

In the pages that follow, you will find data summarizing our financial results for the six months ended June 30, 2008, and our financial position as of June 30, 2008.

Relevant Market Conditions

Financial Services Industry Fundamentals.     The financial markets are in disarray. The Fed has engaged in various activities to provide support to these markets. For example, since the beginning of the year, it has lowered the federal funds rate 225 basis points to 2%, injected liquidity into the market by introducing three new lending facilities and orchestrated the rescue of Bear Stearns in mid March. Equity markets recovered in April partly because market participants believed that the Fed would serve as a backstop for financial institutions. Inflation, however, continued to remove billions of dollars from the economy because of higher food and gas prices; it appears that the anticipated boost to the economy from the government's recent federal income tax rebate program instead went mostly to pay for the higher cost of living.

The housing market continued to deteriorate in the first half of the year despite the Fed's efforts to inject liquidity into the financial markets and the government's tax rebates to the boost consumer spending. Banks with exposure to the housing market in the form of mortgage backed securities and other derivatives have been plagued with write-downs because the values of these securities have continued to decline. Financial Industry capital adequacy ratios have also deteriorated, forcing banks to raise expensive capital to shore up their balance sheets. In an effort to preserve capital, banks have been reluctant to lend, adding more downward pressure to an already weak economy.

Real Estate Industry Fundamentals.     Despite a slowing economy and negative sentiment regarding the direction of the financial markets, real estate fundamentals remained relatively stable during the first half of 2008. Occupancy levels held up and rents generally continued to increase, albeit at a slower pace. Property sales, however, slowed substantially as a result of tighter lending standards and wide differences between buyers and sellers regarding valuations. With limited transactions taking place, it is hard to estimate how much commercial property values have declined. Some estimates put the figure somewhere between negative 10% to negative 15%. What is clear, however, is that property values are no longer at levels seen in early 2007.

For the balance of the year, we believe the economy will likely continue to struggle due to higher food and energy prices, lack of employment growth and a weak housing market. Lending will continue to be restricted, hampering overall economic growth as financial institutions continue to strengthen their balance sheets.

Real Estate Industry Technicals.     Throughout the first half of the year, the REIT market continued to exhibit high volatility. REITs started the year on a negative note, down almost 12% in mid-January, and rebounded sharply during March and April (up 6% during each month) following the Fed's and J.P. Morgan's


38



rescue of Bear Stearns. Concern about additional write-offs from financial institutions sent the REIT market, along with other financial services companies, into negative territory during the month of June. REITs were down 11% in June and finished the first half of the year down 3.5%. Despite the volatility, REIT dedicated funds saw $3 billion of inflows during the first six months of the year, an encouraging sign after outflows of more than $9 billion from the period March to December 2007.

Fund Strategies, Techniques and Performance

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

During the six months ended June 30, 2008, our total return on net asset value, or NAV (including NAV changes and assuming a hypothetical reinvestment of distributions at NAV), was negative 16.1%. During the same period, the S&P 500 Financial Sector Index (an unmanaged index of financial services common stocks) total return was negative 29.7%, the total return for the MSCI US REIT Total Return Index (an unmanaged index of REIT common stocks) was negative 3.5% and the Merrill Lynch REIT Preferred Index (an unmanaged index of REIT preferred stocks) was 7.6%. We believe these three indices are relevant to us because our investments, excluding short term investments, as of June 30, 2008, included 12% financial services stocks, 35% REIT common stocks and 43% REIT preferred stocks. The S&P 500 Index (an unmanaged index published as Standard and Poor's Composite Index of 500 common stocks) total return for the six months ended June 30, 2008 was negative 11.9%.

The fund's negative performance during the first half of the year was greatly influenced by our concentration in financial institutions, which were down significantly in the first half of the year. As a result of the Fund's erosion in NAV and income from its investments during 2007 and into 2008, the Fund's Board decided to lower the distribution rate to common shareholders in April in an effort to bring the distribution more in line with the Fund's earnings potential. Also, in August of 2008 we redeemed $3.5 million of our outstanding preferred shares in order to maintain leverage ratios in light of the decline in the Fund's NAV.

Recent Developments

Recently, credit markets, including the market for auction rate securities, such as the Fund's $12.5 million preferred shares, have experienced a liquidity crisis. To date, no auctions for the Fund's preferred shares have failed; however, an affiliate of the Fund's lead broker dealer for its preferred shares has purchased a significant amount of the Fund's preferred shares in the auctions. Please see the notes to the financial statements for more information.

Because of the decline in NAV during the last 15 months and the Fund's relatively small size, the Fund's Board of Trustees is currently considering actions to reduce expenses and otherwise enhance value for the Fund's shareholders. To this end, on August 26, 2008 we filed a preliminary joint proxy statement / prospectus with the Securities and Exchange Commission in connection with a proposed combination of the Fund with two other closed end RMR funds (RMR Real Estate Fund and RMR Hospitality and Real Estate Fund). Both are managed by our advisor, RMR Advisors, Inc. If the combinations receive all shareholder approvals that are required and proceed, all three funds will become one new fund, RMR Real Estate Income Fund, a newly formed Delaware statutory trust which also will be managed by our advisor. The process of seeking approvals and completing the proposed combinations may take several months, and the combinations may or may not occur for various reasons.

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

Sincerely,

SIGNATURE

Adam D. Portnoy
President

August 27, 2008


39


RMR F.I.R.E. Fund
June 30, 2008

    LOGO

Portfolio holdings by sub-sector as a percentage of investments
(as of June 30, 2008) *

Banks & Thrifts   6 %
Other Financial Services   6 %
Hospitality REITs   16 %
Apartment REITs   13 %
Healthcare REITs   12 %
Diversified REITs   11 %
Other REITs less than 10%   26 %
Other   10 %
   
 
  Total investments   100 %
   
 

Real Estate

 

78

%
Financial Services   12 %
Other   10 %
   
 
  Total investments   100 %
   
 

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

40



 
Company
  Shares
  Value
 

 
Common Stocks – 90.4%            
Financial Services – 16.8%            
  Banks – 9.4%            
    Bank of America Corp.   10,000   $ 238,700  
    Fifth Third Bancorp   3,000     30,540  
    First Commonwealth Financial Corp.   28,000     261,240  
    First Horizon National Corp.   11,400     84,702  
    Firstmerit Corp.   12,800     208,768  
    FNB Corp.   28,500     335,730  
    KeyCorp   7,000     76,860  
    National City Corp.   12,400     59,148  
    Regions Financial Corp.   4,000     43,640  
    Trustco Bank Corp. NY   23,400     173,628  
    U.S. Bancorp   1,000     27,890  
       
 
          1,540,846  

 
  Thrifts – 2.5%            
    Beverly Hills Bancorp, Inc.   58     98  
    Flagstar Bancorp, Inc.   25,000     75,250  
    IndyMac Bancorp, Inc.   5,500     3,410  
    New York Community Bancorp, Inc.   18,200     324,688  
       
 
          403,446  

 
  Other Financial Services – 4.9%            
    American Capital Strategies, Ltd.   2,000     47,540  
    Centerline Holding Co.   44,200     73,814  
    Fannie Mae   13,000     253,630  
    Friedman Billings Ramsey Group, Inc. *   54,000     81,000  
    MCG Capital Corp.   32,000     127,360  
    Visa, Inc. – Class A(a)   2,730     221,976  
       
 
          805,320  

 
Total Financial Services (Cost $8,472,515)         2,749,612  

 
Real Estate – 66.0%            
  Apartments – 7.0%            
    AvalonBay Communities, Inc. *   3,000     267,480  
    BRE Properties, Inc. *   4,000     173,120  
    Home Properties, Inc. *   300     14,418  
    Mid-America Apartment Communities, Inc. *   9,600     489,984  
    UDR, Inc. *   9,000     201,420  
       
 
          1,146,422  

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

41


  Diversified – 11.1%            
    CapLease, Inc. *   15,000   $ 112,350  
    Colonial Properties Trust *   15,780     315,915  
    Cousins Properties, Inc. *   6,900     159,390  
    Duke Realty Corp. *   7,500     168,375  
    DuPont Fabros Technology, Inc. *   2,500     46,600  
    Franklin Street Properties Corp. *   3,000     37,920  
    iStar Financial, Inc. *   16,000     211,360  
    Lexington Corporate Properties Trust *   56,400     768,732  
    National Retail Properties, Inc. *   143     2,989  
       
 
          1,823,631  

 
  Health Care – 15.2%            
    Care Investment Trust, Inc. *   8,550     80,627  
    HCP, Inc. *   8,850     281,518  
    Health Care REIT, Inc. *   11,904     529,728  
    Healthcare Realty Trust, Inc. *   18,500     439,745  
    Medical Properties Trust, Inc. *   24,365     246,574  
    Nationwide Health Properties, Inc. *   26,400     831,336  
    OMEGA Healthcare Investors, Inc. *   5,000     83,250  
       
 
          2,492,778  

 
  Hospitality – 5.5%            
    Ashford Hospitality Trust, Inc. *   51,000     235,620  
    DiamondRock Hospitality Co. *   14,000     152,460  
    FelCor Lodging Trust, Inc. *   14,359     150,770  
    Host Hotels & Resorts, Inc. *   10,000     136,500  
    LaSalle Hotel Properties *   5,400     135,702  
    Sunstone Hotel Investors, Inc. *   5,000     83,000  
       
 
          894,052  

 
  Industrial – 7.0%            
    DCT Industrial Trust, Inc. *   5,200     43,056  
    First Industrial Realty Trust, Inc. *   40,200     1,104,294  
       
 
          1,147,350  

 
Manufactured Homes – 3.0%            
  Sun Communities, Inc. *   27,000     492,210  

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

42


  Mortgage – 4.9%            
    Alesco Financial, Inc. *   142,400   $ 284,800  
    Anthracite Capital, Inc. *   15,000     105,600  
    Gramercy Capital Corp. *   14,394     166,826  
    JER Investors Trust, Inc. *   10,000     63,000  
    Newcastle Investment Corp. *   26,500     185,765  
       
 
          805,991  

 
  Office – 6.3%            
    BioMed Realty Trust, Inc. *   7,000     171,710  
    Boston Properties, Inc. *   2,000     180,440  
    Brookfield Properties Corp.   5,000     88,950  
    Parkway Properties, Inc. *   300     10,119  
    SL Green Realty Corp. *   7,000     579,040  
       
 
          1,030,259  

 
  Retail – 4.3%            
    CBL & Associates Properties, Inc. *   3,000     68,520  
    Developers Diversified Realty Corp. *   3,000     104,130  
    Equity One, Inc. *   3,000     61,650  
    Glimcher Realty Trust *   19,300     215,774  
    Realty Income Corp. *   200     4,552  
    Simon Property Group, Inc. *   2,000     179,780  
    Tanger Factory Outlet Centers, Inc. *   2,000     71,860  
       
 
          706,266  

 
  Specialty – 1.0%            
    Getty Realty Corp. *   4,000     57,640  
    Resource Capital Corp. *   15,588     112,390  
       
 
          170,030  

 
  Storage – 0.7%            
    U-Store-It Trust *   8,900     106,355  

 
Total Real Estate (Cost $16,533,329)         10,815,344  

 
  Other – 7.6%            
    Abingdon Investment, Ltd. (b)(c)   100,000     592,000  
    Iowa Telecommunication Services, Inc.   37,500     660,375  

 
Total Other (Cost $1,631,150)         1,252,375  

 
Total Common Stocks (Cost $26,636,994)         14,817,331  

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

43


Preferred Stocks – 85.9%            
Real Estate – 80.7%            
  Apartments – 17.4%            
    Apartment Investment & Management Co., Series U *   32,500   $ 755,625  
    Apartment Investment & Management Co., Series V *   27,700     631,560  
    Apartment Investment & Management Co., Series Y *   65,000     1,467,700  
       
 
          2,854,885  

 
  Diversified – 10.4%            
    Cousins Properties, Inc., Series B *   20,000     435,600  
    Digital Realty Trust, Inc., Series A *   20,000     461,600  
    Duke Realty Corp., Series O *   4,000     95,480  
    LBA Realty LLC, Series B *   45,000     703,125  
       
 
          1,695,805  

 
  Health Care – 6.6%            
    Health Care REIT, Inc., Series F *   26,900     629,460  
    OMEGA Healthcare Investors Inc., Series D *   19,000     456,000  
       
 
          1,085,460  

 
  Hospitality – 24.2%            
    Ashford Hospitality Trust, Series D *   32,000     567,040  
    Eagle Hospitality Properties Trust, Inc., Series A * (c)   14,000     140,000  
    Entertainment Properties Trust, Series B *   40,000     839,600  
    FelCor Lodging Trust, Inc., Series C *   64,000     1,238,400  
    Grace Acquisition I, Inc., Series B * (c)   50,000     500,000  
    Host Marriott Corp., Series E *   10,000     250,000  
    Strategic Hotels & Resorts, Inc., Series A *   10,000     178,000  
    Strategic Hotels & Resorts, Inc., Series B *   13,700     246,600  
       
 
          3,959,640  

 
  Manufactured Homes – 0.8%            
    Hilltop Holdings, Inc., Series A   6,900     131,100  

 
  Mortgage – 5.9%            
    Anthracite Capital, Inc., Series D *   6,000     85,200  
    Gramercy Capital Corp., Series A *   20,000     349,800  
    HomeBanc Corp., Series A *   10,000     100  
    MFA Mortgage Investments, Inc., Series A *   13,800     274,758  
    RAIT Investment Trust, Series B *   20,300     263,900  
       
 
          973,758  

 
  Office – 4.7%            
    Alexandria Real Estate Equities, Inc., Series C *   31,600     777,360  

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

44


  Retail – 10.7%            
    CBL & Associates Properties, Inc., Series D *   10,000   $ 204,300  
    Glimcher Realty Trust, Series F *   26,500     529,735  
    Glimcher Realty Trust, Series G *   41,000     674,450  
    Taubman Centers, Inc., Series G *   15,000     351,000  
       
 
          1,759,485  

 
Total Real Estate (Cost $16,810,622)         13,237,493  

 
  Financial Services – 5.2%            
    Corts-UNUM Provident Financial Trust   38,000     847,780  

 
Total Financial Services (Cost $982,300)         847,780  

 
Total Preferred Stocks (Cost $17,792,922)         14,085,273  

 
Other Investment Companies – 12.7%            
    Alpine Total Dynamic Dividend Fund   29,960     445,805  
    Cohen & Steers Premium Income Realty Fund, Inc.   13,350     200,784  
    Cohen & Steers REIT and Preferred Income Fund, Inc.   8,000     152,800  
    Cornerstone Strategic Value Fund, Inc.   32,528     177,278  
    Eaton Vance Enhanced Equity Income Fund II   13,100     224,796  
    LMP Real Estate Income Fund, Inc.   12,411     189,888  
    Neuberger Berman Real Estate Securities Income Fund, Inc.   45,507     425,490  
    The Zweig Total Return Fund, Inc.   60,850     268,957  

 
Total Other Investment Companies (Cost $2,878,562)         2,085,798  

 
Short-Term Investments – 0.7%            
  Other Investment Companies – 0.7%            
    Dreyfus Cash Management, Institutional Shares, 2.66% (d) (Cost $118,450)   118,450     118,450  

 
Total Investments – 189.7% (Cost $47,426,928)         31,106,852  

 
Other assets less liabilities – 7.9%         1,290,686  
Preferred Shares, at liquidation preference – (97.6)%         (16,000,000 )

 
Net Assets applicable to common shareholders – 100%       $ 16,397,538  

 

Notes to Portfolio of Investments

*
Real Estate Investment Trust, or REIT.
(a)
As of June 30, 2008, this security had not paid a distribution.
(b)
Rule 144A securities. Securities restricted for resale to Qualified Institutional Buyers (3.6% of net assets).
(c)
As of June 30, 2008, the Fund held securities fair valued in accordance with policies adopted by the board of trustees aggregating $1,232,000 and 4.0% of market value.
(d)
Rate reflects 7 day yield as of June 30, 2008.

See notes to financial statements.


45



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

Statement of Assets and Liabilities


 
June 30, 2008 (unaudited)
   
 

 
Assets        
  Investments in securities, at value (cost $47,426,928)   $ 31,106,852  
  Cash     316  
  Receivable for securities sold     997,715  
  Dividends and interest receivable     375,464  
  Other assets     4,674  
   
 
    Total assets     32,485,021  
   
 
Liabilities        
  Advisory fee payable     17,050  
  Distributions payable – preferred shares     12,819  
  Accrued expenses and other liabilities     57,614  
   
 
    Total liabilities     87,483  
   
 
Preferred shares, at liquidation preference        
  Auction preferred shares, Series W;
$.001 par value per share; 640 shares issued and
outstanding at $25,000 per share liquidation preference
    16,000,000  
   
 
Net assets attributable to common shares   $ 16,397,538  
   
 
Composition of net assets        
  Common shares, $.001 par value per share;
unlimited number of shares authorized,
1,484,000 shares issued and outstanding
  $ 1,484  
  Additional paid-in capital     35,173,277  
  Undistributed net investment income     219,668  
  Accumulated net realized loss on investments     (2,676,815 )
  Net unrealized depreciation on investments     (16,320,076 )
   
 
Net assets attributable to common shares   $ 16,397,538  
   
 
Net asset value per share attributable to common shares
(based on 1,484,000 common shares outstanding)
  $ 11.05  
   
 

See notes to financial statements.


46



RMR F.I.R.E. Fund

Financial Statements
– continued

Statement of Operations


 
Six Months Ended June 30, 2008 (unaudited)
   
 

 
Investment Income        
  Dividends (cash distributions received or due, net of foreign taxes withheld of $210)   $ 1,604,608  
  Interest     7,443  
   
 
    Total investment income     1,612,051  
   
 
Expenses        
  Advisory     151,605  
  Audit and legal     170,694  
  Administrative     45,022  
  Custodian     26,152  
  Preferred share remarketing     25,233  
  Compliance and internal audit     17,344  
  Shareholder reporting     13,494  
  Trustees' fees and expenses     8,465  
  Other     34,037  
   
 
    Total expenses     492,046  
  Less: expense waived by the Advisor     (44,590 )
   
 
    Net expenses     447,456  
   
 
      Net investment income     1,164,595  
   
 
Realized and unrealized loss on investments        
  Net realized loss on investments     (989,085 )
  Net change in unrealized appreciation/(depreciation) on investments     (3,000,615 )
   
 
  Net realized and unrealized loss on investments     (3,989,700 )
   
 
  Distributions to preferred shareholders from net investment income     (345,144 )
   
 
    Net decrease in net assets attributable to common shares resulting from operations   $ (3,170,249 )
   
 

See notes to financial statements.


47



RMR F.I.R.E. Fund

Financial Statements
– continued

Statements of Changes in Net Assets


 
 
  Six Months Ended
June 30,
2008
(unaudited)

  Year Ended
December 31,
2007

 

 
Increase (decrease) in net assets resulting from operations              
  Net investment income   $ 1,164,595   $ 2,324,696  
  Net increase from payments by affiliates         1,036  
  Net realized loss on investments     (989,085 )   (1,594,800 )
  Net change in unrealized appreciation/(depreciation) on investments     (3,000,615 )   (13,570,100 )
  Distributions to preferred shareholders from:              
    Net investment income     (345,144 )   (585,177 )
    Net realized gain on investments         (449,891 )
   
 
 
      Net decrease in net assets attributable to common shares resulting from operations     (3,170,249 )   (13,874,236 )
   
 
 
  Distributions to common shareholders from:              
    Net investment income     (869,624 )   (1,469,630 )
    Net realized gain on investments         (1,130,338 )
Capital shares transactions              
  Cost of preferred shares repurchased     (2,000,000 )   (2,000,000 )
   
 
 
    Net decrease from capital transactions     (2,000,000 )   (2,000,000 )
  Liquidation preference of preferred shares repurchased     2,000,000     2,000,000  
   
 
 
    Total decrease in net assets attributable to common shares     (4,039,873 )   (16,474,204 )
Net assets attributable to common shares              
  Beginning of period     20,437,411     36,911,615  
   
 
 
  End of period (including undistributed net investment income of $219,668 and $269,841, respectively)   $ 16,397,538   $ 20,437,411  
   
 
 
Common shares issued and repurchased              
  Shares outstanding, beginning of period     1,484,000     1,484,000  
    Shares issued          
   
 
 
  Shares outstanding, end of period     1,484,000     1,484,000  
   
 
 

See notes to financial statements.


48


Selected Data For A Common Share Outstanding Throughout Each Period


 
 
  Six Months Ended
June 30,
2008
(unaudited

  Year Ended
December 31,
2007

  Year Ended
December 31,
2006

  Year Ended
December 31,
2005

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

 

 
Per Common Share Operating Performance (b)                                
Net asset value, beginning of period   $ 13.77   $ 24.87   $ 22.07   $ 23.99   $ 24.03 (c)
   
 
 
 
 
 
Income from Investment Operations                                
Net investment income (d)     .78 (e)   1.57     1.71     1.28     .10  
Net realized and unrealized appreciation/(depreciation) on investments     (2.68 )(e)   (10.23 )   3.49     (1.01 )   .17  
Distributions to preferred shareholders (common stock equivalent basis) from:                                
  Net investment income     (.23 )(e)   (.39 )   (.47 )   (.28 )   (.02 )
  Net realized gain on investments     (e)   (.30 )   (.18 )   (.15 )    
   
 
 
 
 
 
Net increase (decrease) in net asset value from operations     (2.13 )   (9.35 )   4.55     (.16 )   .25  
Less: Distributions to common shareholders from:                                
  Net investment income     (.59 )(e)   (.99 )   (1.27 )   (1.09 )    
  Net realized gain on investments     (e)   (.76 )   (.48 )   (.67 )    

Common share offering costs charged to capital

 

 


 

 


 

 


 

 


 

 

(.04

)
Preferred share offering costs charged to capital                     (.25 )
   
 
 
 
 
 
Net asset value, end of period   $ 11.05   $ 13.77   $ 24.87   $ 22.07   $ 23.99  
   
 
 
 
 
 
Market price, beginning of period   $ 12.80   $ 22.20   $ 18.99   $ 24.05   $ 25.00  
   
 
 
 
 
 
Market price, end of period   $ 9.68   $ 12.80   $ 22.20   $ 18.99   $ 24.05  
   
 
 
 
 
 

 
Total Return (f)(g)                                
Total investment return based on:                                
  Market price (h)     (20.57 )%   (36.29 )%   27.44 %   (14.00 )%   (3.80 )%
  Net asset value (h)     (16.12 )%   (39.40 )%   21.54 %   (0.64 )%   (0.17 )%

 
Ratios/Supplemental Data:                                
Ratio to average net assets attributable to common shares of:                                
  Net investment income, before total preferred share distributions (d)     11.90 %(e)(i)   7.41 %   7.42 %   5.64 %   3.92 %(i)
  Total preferred share distributions     3.53 %(i)   3.30 %   2.78 %   1.88 %   0.58 %(i)
  Net investment income, net of preferred share distributions (d)     8.37 %(e)(i)   4.11 %   4.64 %   3.76 %   3.34 %(i)
  Expenses, net of fee waivers     4.57 %(i)   2.68 %   2.39 %   2.63 %   3.45 %(i)
  Expenses, before fee waivers     5.03 %(i)   3.09 %   2.78 %   3.03 %   3.73 %(i)
Portfolio Turnover Rate     7.22 %   63.84 %   59.48 %   64.96 %   0.00 %
Net assets attributable to common shares, end of period (000s)   $ 16,398   $ 20,437   $ 36,912   $ 32,745   $ 35,594  
Preferred shares, liquidation preference ($25,000 per share) (000s)   $ 16,000   $ 18,000   $ 20,000   $ 20,000   $ 20,000  
Asset coverage per preferred share(j)   $ 50,621   $ 53,385   $ 71,140   $ 65,931   $ 69,493  
(a)
Commencement of operations.
(b)
Based on average shares outstanding.
(c)
Net asset value at November 22, 2004, reflects the deduction of the average sales load and offering costs of $0.97 per share paid by the holders of common share from the $25.00 offering price. We paid a sales load and offering cost of $1.125 per share on 1,280,000 common shares sold to the public and no sales load or offering costs on 200,000 common shares sold to affiliates of RMR Advisors for $25 per share.
(d)
Amounts are net of expenses waived by RMR Advisors.
(e)
As discussed in Note A (8) to the financial statements, these amounts are subject to change to the extent 2008 distributions by the issuers of the Fund's investments are characterized as capital gains and return of capital.
(f)
Total returns for periods of less than one year are not annualized.
(g)
The impact of the net increase in payments by affiliates is less than $0.005/share.
(h)
Total return based on per share market price assumes the purchase of common shares at the market price on the first day and sales of common shares at the market price on the last day of the period indicated; dividends and distributions, if any, are assumed to be reinvested at market prices on the ex-dividend date. The total return based on net asset value, or NAV, assumes the purchase of common shares at NAV on the first day and sales of common shares at NAV on the last day of the period indicated; distributions are assumed to be reinvested at NAV on the ex-dividend date. Results represent past performance and do not guarantee future results. Total return would have been lower if RMR Advisors had not contractually waived a portion of its investment advisory fee.
(i)
Annualized.
(j)
Asset coverage per share equals net assets attributable to common shares plus the liquidation preference of the preferred shares divided by the total number of preferred shares outstanding at the end of the period.

See notes to financials statements.


49



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

June 30, 2008 (unaudited)

Note A

(1)  Organization

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

(2)  Interim Financial Statements

The accompanying June 30, 2008 financial statements have been prepared without audit. The Fund believes that disclosures made are adequate to make the information presented not misleading. In the opinion of the Fund's management, all adjustments, which include normal recurring adjustments considered necessary for a fair presentation, have been included. The Fund's operating results for this interim period are not necessarily indicative of the results that may be expected on an annual basis in the future.

(3)  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 particularly for reasons described in Note A (8), and for other reasons.

(4)  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 average of closing bid and ask prices 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 plus interest accrued, which approximates market value.

(5)  Fair Value Measurements

The Fund has adopted the provisions of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements, or FAS 157, effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market for


50


the investment. FAS 157 established a three tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk; for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three tier hierarchy of inputs is summarized in the three broad levels listed below.

Level 1 – quoted prices in active markets for identical investments

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, credit risk, etc.)

Level 3 – significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments)

The valuation techniques used by the Fund to measure fair value during the six months ended June 30, 2008 maximized the use of observable inputs and minimized the use of unobservable inputs. The Fund utilized broker quotes, company financial information and other market indicators to value the securities whose prices were not readily available.

The following is a summary of the inputs used as of June 30, 2008 in valuing the Fund's investments carried at value:

Valuation Inputs
  Investments in
Securities

Level 1 – Quoted prices   $ 29,874,852
Level 2 – Other significant observable inputs     640,000
Level 3 – Significant unobservable inputs     592,000
   
Total   $ 31,106,852
   

51


Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining value:

 
  Investments in
Securities
Characterized
as Level 3

 
Balance as of 12/31/07   $ 796,000  
Accrued discounts/premiums      
Realized gain/loss and change in unrealized appreciation/depreciation     (204,000 )
Net purchases/sales      
Net transfers in and/or out of Level 3      
   
 
Balance, as of 06/30/08   $ 592,000  
   
 
Net change in unrealized appreciation/depreciation from investments still held as of 06/30/08   $ (204,000 )
   
 

(6)  Securities Transactions and Investment Income

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

(7)  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 each year.

Some foreign governments may subject the Fund's investment income and securities sales to withholding or other taxes. For the six months ended June 30, 2008, $210 of foreign taxes has been withheld from distributions to the Fund and has been recorded as a reduction of dividend income

(8)  Distributable Earnings

The Fund earns income, net of expenses, daily on its investments. It is the policy of the Fund to pay a stable distribution amount to common shareholders on a monthly basis and distributions to Fund shareholders are declared pursuant to this policy. On July 11, 2008, the Fund declared regular monthly distributions of $.098 per common share payable in July, August and September 2008. Distributions to shareholders are recorded on the ex-dividend date. The Fund's distributions may consist of ordinary income (net investment income and short term capital gains), long term capital gains and return of capital. To the extent the Fund's net realized capital gains, if any, can be offset by capital loss carry-forwards, it is the policy of the Fund not to distribute such gains. Distributions to preferred shareholders are determined as described in Note D.


52


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. However, it is not possible to characterize distributions received from REITs during interim periods because the issuers do not report their tax characterization until subsequent to year end. Final characterization of the Fund's 2008 distributions to shareholders is also dependent upon the magnitude or timing of the Fund's securities transactions prior to year end. Therefore it is likely that some portion of the Fund's 2008 investment income and distributions to shareholders will be recharacterized as long term capital gain and return of capital for financial statement and federal income tax purposes subsequent to year end and reflected accordingly in the Fund's year end financial statements.

Although subject to adjustments, the cost, gross unrealized appreciation and unrealized depreciation of the Fund's investments for federal income tax purposes as of June 30, 2008, are as follows:

Cost   $ 47,426,928  
   
 

Gross unrealized appreciation

 

$

440,098

 
Gross unrealized depreciation     (16,760,174 )
   
 
Net unrealized appreciation/(depreciation)   $ (16,320,076 )
   
 

(9)  Concentration of Risk

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

Note B

Advisory and Administration Agreements and Other Transactions with Affiliates

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

RMR Advisors has contractually agreed to waive a portion of its annual fee equal to 0.25% of the Fund's average daily managed assets from November 22, 2004, until November 22, 2009. The Fund incurred net advisory fees of $151,605 during the six months ended June 30, 2008. The amount of fees waived by the Advisor was $44,590 for the six months ended June 30, 2008.

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


53



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 $45,022 of subadministrative fees charged by State Street for the six months ended June 30, 2008.

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 attendance fees for board and committee meetings. The Fund incurred $8,465 of trustee fees and expenses during the six months ended June 30, 2008.

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 $17,344 of compliance and internal audit expense during the six months ended June 30, 2008. 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 $7,281 of insurance expense during the six months ended June 30, 2008.

Note C

Securities Transactions

During the six months ended June 30, 2008, there were purchases and sales transactions (excluding short term securities) of $2,554,268 and $5,307,393 respectively. Brokerage commissions on securities transactions amounted to $6,083 during the six months ended June 30, 2008.

Note D

Preferred Shares

In December 2004, the Fund issued 800 Series W auction preferred shares with a liquidation preference of $25,000 per share plus an amount equal to accumulated but unpaid distributions. On December 27, 2007 and January 17, 2008, the Fund redeemed a total of 160 preferred shares with a liquidation preference of $4,000,000. The Fund has further redeemed 40, 40 and 60 preferred shares on August 5, 2008, August 12, 2008 and August 19, 2008, respectively, with a total liquidation preference of $3,500,000. The preferred shares are senior to the Fund's common shares and rank on parity with any other class or series of preferred shares of the Fund as to the payment of periodic distributions, including distribution of assets upon liquidation. If the Fund does not timely cure a failure to (1) maintain asset coverage for the preferred shares as required by rating agencies, or (2) maintain asset coverage, as defined in the 1940 Act, of at least 200%, the preferred shares will be subject to redemption in an amount equal to their liquidation preference plus accumulated but unpaid distributions. The holders of the preferred shares have voting rights equal to the holders of the Fund's common shares and generally vote together with the holders of the common shares as a single class. Holders of the preferred shares, voting as a separate class, also are entitled to elect two of the Fund's trustees. The Fund pays distributions on the preferred shares at a rate set at auctions held generally every seven days. Distributions are generally payable every seven days, on the first business day following the end of a distribution period. The preferred share distribution rate was 4.12% per annum as of June 30, 2008.


54



To date, no auctions for preferred securities of the Fund have failed to attract sufficient clearing bids. However, an affiliate of the Fund's lead broker-dealer for its preferred securities has purchased a significant amount of the Fund's preferred securities in the auctions. If this affiliate of the Fund's lead broker-dealer had not been supporting the Fund's auctions, the auctions likely would have failed and holders of the Fund's preferred shares would not have been able to sell their preferred shares in the auctions. There can be no assurance that this or any other affiliate of the Fund's lead broker-dealer would purchase Fund preferred shares in any future auction of Fund preferred securities or that the Fund will not have any auction for its preferred securities fail. If an auction of the Fund's preferred shares should fail, the dividend rate for the next succeeding dividend period is set according to a pre-determined formula, and the resulting rate may be higher than the rate which the Fund would otherwise pay as a result of a successful auction. In addition, if an auction fails, holders of the Fund's preferred shares may not be able to sell their preferred shares in that auction. If auctions for the Fund's preferred shares fail, or if market conditions generally frustrate the Fund's ability to enhance investment results through the investment of capital attributable to its outstanding preferred shares, such factors may necessitate a change in the form and/or amount of investment leverage used by the Fund. The Fund has no current intention to change the form or degree of investment leverage that it uses. The use of alternative forms of leverage and/or a reduction in the degree of investment leverage used by the Fund in its investment program could result in reduced investment returns for common shareholders as compared to the returns that historically have been achieved by the Fund through the use of preferred share leverage in favorable market conditions. The Fund proactively manages compliance with asset coverage and other financial ratio requirements applicable to the preferred shares. In order to facilitate compliance with such requirements, and without further notice of its intention to do so, the Fund may from time to time purchase or otherwise acquire its outstanding preferred shares in the open market, in other nondiscriminatory secondary market transactions, pursuant to tender offers or other offers to repurchase preferred shares, or in other permissible purchase transactions, and also may from time to time call or redeem preferred shares in accordance with their terms.

Note E

Submission of Proposals to a Vote of Shareholders

The annual meeting of Fund shareholders was held on April 7, 2008. Following is a summary of the proposal submitted to shareholders for vote at the meeting and votes cast:

Proposal
  Votes for
  Votes withheld
  Votes abstained
Common and Preferred Shares            
  Election of John L. Harrington as an Independent Trustee until the 2011 annual meeting.   1,338,319   54,250  

The following trustees' terms of office as trustee continued after the Fund's annual meeting: Barry M. Portnoy, Gerard M. Martin, Frank J. Bailey and Arthur G. Koumantzelis.


55


RMR Preferred Dividend Fund
June 30, 2008


 

 

LOGO

To our shareholders,

In the pages that follow, you will find data summarizing our financial results for the six months ended June 30, 2008, and our financial position as of June 30, 2008.

Relevant Market Conditions

Preferred Securities Market Overview.     The issuance of non-REIT preferred securities during the first half of 2008 continued to be strong, particularly from financial institutions, as banks continued to improve their capital bases. This heavy issuance by the larger financial companies served to depress secondary market prices and precluded REITs from issuing preferred securities. Nevertheless, the REIT Preferred Index ended the first half of 2008 up 7.6%, outperforming the broader market indices.

Real Estate Industry Fundamentals.     Despite a slowing economy and negative sentiment regarding the direction of the financial markets, real estate fundamentals remained stable during the first half of 2008. Occupancy levels held up and rents continued to increase, albeit at a slower pace. Property sales, however, slowed substantially as a result of tighter lending standards and wide differences between buyers and sellers regarding valuations. With limited transactions taking place, it is hard to estimate how much commercial property values have declined. Some estimates put the figure somewhere between negative 10% to negative 15%. What is clear, however, is that property values are no longer at levels seen in early 2007.

For the balance of the year, we believe the economy will likely continue to struggle due to higher food and energy prices, lack of employment growth and a weak housing market. Lending will continue to be restricted, hampering overall economic growth as financial institutions continue to strengthen their balance sheets.

Real Estate Industry Technicals.     Throughout the first half of the year, the REIT market continued to exhibit high volatility. REITs started the year on a negative note, down almost 12% in mid-January, and rebounded sharply during March and April (up 6% during each month) following the Fed's and J.P. Morgan's rescue of Bear Stearns. Concern about additional write-offs from financial institutions sent the REIT market, along with other financial services companies, into negative territory during the month of June. REITs were down 11% in June and finished the first half of the year down 3.5%. Despite the volatility, REIT dedicated funds saw $3 billion of inflows during the first six months of the year, an encouraging sign after outflows of more than $9 billion from the period March to December 2007.

Fund Strategies, Techniques and Performance

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


56



During the six months ended June 30, 2008, our total return on net asset value, or NAV (including NAV changes and assuming a hypothetical reinvestment of distributions at NAV), was negative 6.4%. During that same period, the total return for the Merrill Lynch REIT Preferred Index (an unmanaged index of REIT preferred stocks) was 7.6%. We believe this index is relevant to us because our investments as of June 30, 2008, excluding short term investments, included 73% REIT preferred stocks. The S&P 500 Index (an unmanaged index published as Standard and Poor's Composite Index of 500 Stocks) total return for the six months ended June 30, 2008 was negative 11.9%.

The fund's negative performance during the first half of the year was greatly influenced by our concentration in the preferred securities of hotel REITs. This subsector witnessed a rapid deterioration in operating fundamentals in the first half of the year because of the slowdown in the U.S. economy and the expectation of its continuation. As a result of the Fund's erosion in NAV and income from its investments during 2007 and into 2008, the Fund's board of trustees decided to lower the distribution rate to common shareholders in April in an effort to bring the distribution more in line with the Fund's earnings potential. Also, in August we redeemed $5 million of our outstanding preferred shares because of the decline in the Fund's NAV.

Recent Developments

Recently, credit markets, including the market for auction rate securities such as the Fund's $17.5 million of preferred shares, have experienced a liquidity crisis. To date, no auctions for the Fund's preferred shares have failed; however, an affiliate of the Fund's lead broker dealer for its preferred shares has purchased a significant amount of the Fund's preferred shares in the auctions. Please see the notes to the financial statements for more information.

Because of the decline in NAV during the last 15 months and the Fund's relatively small size, the Fund's Board of Trustees is currently considering actions to reduce expenses and otherwise enhance value for the Fund's shareholders. These potential actions include combining the Fund with one or more other RMR closed end funds that have similar investment programs.

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

Sincerely,

SIGNATURE

Adam D. Portnoy
President
August 27, 2008


57


RMR Preferred Dividend Fund
June 30, 2008

    LOGO

Portfolio holdings by sub-sector as a percentage of investments
(as of June 30, 2008)*

  Hospitality real estate   28 %
  Office real estate   13 %
  Diversified real estate   9 %
  Other, less than 10%   50 %
   
 
    Total investments   100 %
   
 
  REITs   75 %
  Other   25 %
   
 
    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.

58


RMR Preferred Dividend Fund
Portfolio of Investments
– June 30, 2008 (unaudited)


Company
  Shares
  Value

Preferred Stocks – 156.8%
Real Estate Investment Trusts – 137.0%
         
  Apartments – 14.3%          
    Apartment Investment & Management Co., Series G   56,400   $ 1,398,720
    Apartment Investment & Management Co., Series T   10,000     232,500
    Associated Estates Realty Corp., Series B   39,800     923,360
    Mid-America Apartment Communities, Inc., Series H   41,400     989,046
       
          3,543,626

  Diversified – 15.4%          
    Colonial Properties Trust, Series D   10,000     235,000
    Cousins Properties, Inc., Series B   17,000     370,260
    Digital Realty Trust, Inc., Series A   56,200     1,297,096
    Duke Realty Corp., Series O   4,000     95,480
    LBA Realty LLC, Series B   25,000     390,625
    Lexington Realty Trust, Series B   69,000     1,428,300
       
          3,816,761

  Health Care – 4.6%          
    LTC Properties, Inc., Series F   4,000     92,280
    OMEGA Healthcare Investors Inc., Series D   43,200     1,036,800
       
          1,129,080

  Hospitality – 53.2%          
    Ashford Hospitality Trust, Series A   58,000     1,022,540
    Ashford Hospitality Trust, Series D   7,200     127,584
    Eagle Hospitality Properties Trust, Inc., Series A (a)   95,000     950,000
    Entertainment Properties Trust, Series B   9,100     191,009
    Entertainment Properties Trust, Series D   30,000     579,300
    FelCor Lodging Trust, Inc., Series C   167,400     3,239,190
    Grace Acquisition I, Inc., Series B (a)   83,800     838,000
    Grace Acquisition I, Inc., Series C (a)   18,900     189,000
    Hersha Hospitality Trust, Series A   99,500     2,049,700
    Host Marriott Corp., Series E   15,000     375,000
    LaSalle Hotel Properties, Series E   70,000     1,463,000
    Strategic Hotels & Resorts, Inc., Series A   13,000     231,400
    Strategic Hotels & Resorts, Inc., Series B   39,100     703,800
    Strategic Hotels & Resorts, Inc., Series C   27,200     522,240
    Sunstone Hotel Investors, Inc., Series A   36,500     675,250
       
          13,157,013

  Mortgage – 13.3%          
    Accredited Mortgage Loan REIT Trust, Series A   1,500     14,250
    American Home Mortgage Investment Corp., Series A   74,300     2,972
    Anthracite Capital, Inc., Series C   3,000     54,480
    Anthracite Capital, Inc., Series D   51,000     724,200
    Gramercy Capital Corp., Series A   20,000     349,800
    MFA Mortgage Investments, Inc., Series A   40,000     796,400
    Newcastle Investment Corp., Series B   28,000     413,000
    NorthStar Realty Finance Corp., Series A   20,000     280,000
    NorthStar Realty Finance Corp., Series B   36,000     475,200
    RAIT Financial Trust, Series C   12,700     177,800
       
          3,288,102

  Office – 23.9%          
    Alexandria Real Estate Equities, Inc., Series C   60,000     1,476,000
    BioMed Realty Trust, Inc., Series A   35,000     700,000
    Corporate Office Properties Trust, Series G   5,900     139,181
    DRA CRT Acquisition Corp., Series A   40,060     671,005
    Kilroy Realty Corp., Series E   600     13,788
    Kilroy Realty Corp., Series F   44,100     971,302
    Parkway Properties, Inc., Series D   41,000     1,037,300
    SL Green Realty Corp., Series D   40,000     920,000
       
          5,928,576

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

59



 
Company
  Shares or Principal
Amount

  Value
 

 
Preferred Stocks – continued
Real Estate Investment Trusts – continued
             
  Retail – 12.3%              
    Cedar Shopping Centers, Inc., Series A     42,000   $ 1,024,800  
    Glimcher Realty Trust, Series F     30,000     599,700  
    Glimcher Realty Trust, Series G     15,000     246,750  
    Kimco Realty Corp., Series G     5,000     118,850  
    Taubman Centers, Inc., Series G     45,000     1,053,000  
         
 
            3,043,100  

 
Total Real Estate Investment Trusts (Cost $44,168,292)           33,906,258  

 
  Other – 19.8%              
    Ford Motor Co., 6/15/43 Series     9,400     122,388  
    General Motors Corp., 5/15/48 Series     26,100     324,423  
    Great Atlantic & Pacific Tea Co., 8/01/39 Series     87,800     2,222,218  
    Hilltop Holdings, Inc., Series A     97,200     1,846,800  
    Red Lion Hotels Corp., 2/19/44 Series     15,925     394,940  

 
Total Other (Cost $5,749,755)           4,910,769  

 
Total Preferred Stocks (Cost $49,918,047)           38,817,027  

 
Common Stocks – 9.4%              
Real Estate Investment Trusts – 3.0%              
  Diversified – 0.8%              
    Colonial Properties Trust     9,800     196,196  

 
  Health Care – 0.9%              
    Care Investment Trust, Inc.     10,600     99,958  
    Medical Properties Trust, Inc.     11,275     114,103  
         
 
            214,061  

 
  Mortgage – 1.1%              
    Alesco Financial, Inc.     142,500     285,000  

 
  Storage – 0.2%              
    U-Store-It Trust     4,450     53,178  

 
Total Real Estate Investment Trusts (Cost $1,967,837)           748,435  

 
  Other – 6.4%              
    Abingdon Investment, Ltd. (b)     150,000     888,000  
    American Capital Strategies, Ltd.     10,700     254,339  
    Iowa Telecommunication Services, Inc.     24,500     431,445  

 
Total Other (Cost $2,462,395)           1,573,784  

 
Total Common Stocks (Cost $4,430,232)           2,322,219  

 
Debt Securities – 18.1%              
    Ford Motor Co., 7.75%, 06/15/2043   $ 2,210,000     1,160,250  
    Ford Motor Co., 8.90%, 01/15/2032     557,000     356,480  
    General Motors Corp., 8.375%, 07/15/2033     2,000,000     1,185,000  
    Six Flags Operations, Inc., 12.25%, 07/15/2016     1,918,000     1,769,355  

 
Total Debt Securities (Cost $5,840,942)           4,471,085  

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

60


Other Investment Companies – 4.3%              
    Alpine Total Dynamic Dividend Fund     32,295   $ 480,550  
    Cornerstone Strategic Value Fund, Inc.     31,200     170,040  
    LMP Real Estate Income Fund, Inc.     4,260     65,178  
    Neuberger Berman Real Estate Securities Income Fund, Inc.     30,217     282,529  
    The Zweig Total Return Fund, Inc.     17,750     78,455  

 
Total Other Investment Companies (Cost $1,561,224)           1,076,752  

 
Short-Term Investments – 0.8%              
  Other Investment Companies – 0.8%              
    Dreyfus Cash Management, Institutional Shares, 2.66% (c) (Cost $202,256)     202,256     202,256  

 
Total Investments – 189.4% (Cost $61,952,701)           46,889,339  

 
Other assets less liabilities – 1.5%           358,945  
Preferred Shares, at liquidation preference – (90.9)%           (22,500,000 )

 
Net Assets applicable to common shareholders – 100%         $ 24,748,284  

 

Notes to Portfolio of Investments

(a)
As of June 30, 2008, the Fund held securities fair valued in accordance with policies adopted by the board of trustees aggregating $2,865,000 and 6.1% of market value.
(b)
Rule 144A securities. Securities restricted for resale to Qualified Institutional Buyers (10.7% of net assets).
(c)
Rate reflects 7 day yield as of June 30, 2008.

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


61



RMR Preferred Dividend Fund
Financial Statements

Statement of Assets and Liabilities


 
June 30, 2008 (unaudited)
   
 

 
Assets        
  Investments in securities, at value (cost $61,952,701)   $ 46,889,339  
  Cash     211  
  Dividends and interest receivable     510,226  
  Other assets     3,697  
   
 
    Total assets     47,403,473  
   
 
Liabilities        
  Distributions payable – preferred shares     35,001  
  Advisory fee payable     12,078  
  Accrued expenses and other liabilities     108,110  
   
 
    Total liabilities     155,189  
   
 
Preferred shares, at liquidation preference        
  Auction preferred shares, Series M;
$.001 par value per share; 900 shares issued and
outstanding at $25,000 per share liquidation preference
    22,500,000  
   
 
Net assets attributable to common shares   $ 24,748,284  
   
 
Composition of net asse ts        
  Common shares, $.001 par value per share;
unlimited number of shares authorized,
2,658,120 shares issued and outstanding
  $ 2,658  
  Additional paid-in capital     48,894,295  
  Distributions in excess of net investment income     (355,599 )
  Accumulated net realized loss on investment transactions     (8,729,708 )
  Net unrealized depreciation on investments     (15,063,362 )
   
 
Net assets attributable to common shares   $ 24,748,284  
   
 
Net asset value per share attributable to common shares
(based on 2,658,120 common shares outstanding)
  $ 9.31  
   
 

See notes to financial statements.


62



RMR Preferred Dividend Fund
Financial Statements
– continued

Statement of Operations


 
Six Months Ended June 30, 2008 (unaudited)
   
 

 
Investment Income        
  Dividends (cash distributions received or due)   $ 2,241,036  
  Interest     347,434  
   
 
    Total investment income     2,588,470  
   
 
Expenses        
  Advisory     211,460  
  Audit and legal     175,960  
  Administrative     45,022  
  Preferred share remarketing     28,387  
  Custodian     25,596  
  Shareholder reporting     23,830  
  Compliance and internal audit     17,344  
  Trustees' fees and expenses     8,761  
  Other     34,910  
   
 
    Total expenses     571,270  
  Less: expense waived by the Advisor     (136,827 )
   
 
    Net expenses     434,443  
   
 
      Net investment income     2,154,027  
   
 
Realized and unrealized loss on investments        
  Net realized loss on investments     (2,303,462 )
  Net change in unrealized appreciation/(depreciation) on investments     (1,049,861 )
   
 
  Net realized and unrealized loss on investments     (3,353,323 )
   
 
  Distributions to preferred shareholders from net investment income     (476,019 )
   
 
    Net decrease in net assets attributable to common shares resulting from operations   $ (1,675,315 )
   
 

See notes to financial statements.


63



RMR Preferred Dividend Fund
Financial Statements
– continued

Statements of Changes in Net Assets


 
 
  Six Months Ended
June 30,
2008
(unaudited)

  Year Ended
December 31,
2007

 

 
Increase (decrease) in net assets resulting from operations              
  Net investment income   $ 2,154,027   $ 4,256,273  
  Net realized loss on investments     (2,303,462 )   (6,417,769 )
  Net change in unrealized appreciation/(depreciation) on investments     (1,049,861 )   (13,284,067 )
  Distributions to preferred shareholders from:              
    Net investment income     (476,019 )   (1,178,280 )
    Net realized gain on investments         (11,673 )
   
 
 
      Net decrease in net assets attributable to common shares resulting from operations     (1,675,315 )   (16,635,516 )
   
 
 
  Distributions to common shareholders from:              
    Net investment income     (1,593,279 )   (3,518,321 )
    Net realized gain on investments         (46,460 )
    Return of capital         (1,170,113 )
Capital shares transactions              
  Net proceeds from reinvestment of distributions     131,106     516,595  
   
 
 
    Net increase from capital transactions     131,106     516,595  
   
 
 
    Total decrease in net assets attributable to common shares     (3,137,488 )   (20,853,815 )
Net assets attributable to common shares              
  Beginning of period     27,885,772     48,739,587  
   
 
 
  End of period (including distributions in excess of net investment income of $355,599 and $440,328, respectively)   $ 24,748,284   $ 27,885,772  
   
 
 
Common shares issued and repurchased              
  Shares outstanding, beginning of period     2,646,538     2,613,188  
    Shares issued          
    Shares issued (reinvestment of distributions)     11,582     33,350  
   
 
 
  Shares outstanding, end of period     2,658,120     2,646,538  
   
 
 

See notes to financial statements.


64


RMR Preferred Dividend Fund
Financial Highlights

Selected Data For A Common Share Outstanding Throughout Each Period


 
 
  Six Months Ended
June 30,
2008
(unaudited)

  Year Ended
December 31,
2007

  Year Ended
December 31,
2006

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

 

 
Per Common Share Operating Performance                          
Net asset value, beginning of period   $ 10.54   $ 18.65   $ 17.53   $ 19.09 (b)
   
 
 
 
 
Income from Investment Operations                          
Net investment income (c)(d)     .81 (e)   1.62     1.90     .93  
Net realized and unrealized appreciation/(depreciation) on investments     (1.26 )(e)   (7.48 )   1.43     (1.22 )
Distributions to preferred shareholders (common stock equivalent basis) from:                          
  Net investment income     (.18 )(e)   (.45 )   (.35 )   (.14 )
  Net realized gain on investments     (e)   (f)   (.06 )   (.02 )
   
 
 
 
 
Net increase (decrease) in net asset value from operations     (.63 )   (6.31 )   2.92     (.45 )
Less: Distributions to common shareholders from:                          
  Net investment income     (.60 )(e)   (1.33 )   (1.55 )   (.77 )
  Net realized gain on investments     (e)   (.02 )   (.25 )   (.13 )
  Return of capital     (e)   (.45 )        
Common share offering costs charged to capital                 (.04 )
Preferred share offering costs charged to capital                 (.17 )
   
 
 
 
 
Net asset value, end of period   $ 9.31   $ 10.54   $ 18.65   $ 17.53  
   
 
 
 
 
Market price, beginning of period   $ 11.80   $ 20.75   $ 16.35   $ 20.00  
   
 
 
 
 
Market price, end of period   $ 9.01   $ 11.80   $ 20.75   $ 16.35  
   
 
 
 
 

 
Total Return (g)                          
Total investment return based on:                          
  Market price (h)     (16.92 )%   (35.90 )%   39.90 %   14.10 %
  Net asset value (h)     (6.37 )%   (35.94 )%   17.48 %   3.50 %

 
Ratios/Supplemental Data:                          
Ratio to average net assets attributable to common shares of:                          
  Net investment income, before total preferred share distributions (d)     15.74 %(e)(i)   10.40 %   10.47 %   8.22 %(i)
  Total preferred share distributions     3.48 %(i)   2.91 %   2.23 %   1.40 %(i)
  Net investment income, net of preferred share distributions (d)     12.26 %(e)(i)   7.49 %   8.24 %   6.82 %(i)
  Expenses, net of fee waivers     3.17 %(i)   1.88 %   1.45 %   1.54 %(i)
  Expenses, before fee waivers     4.17 %(i)   2.73 %   2.26 %   2.29 %(i)
Portfolio Turnover Rate     0.16 %   47.76 %   23.60 %   5.60 %
Net assets attributable to common shares, end of period (000s)   $ 24,748   $ 27,886   $ 48,740   $ 45,380  
Preferred shares, liquidation preference ($25,000 per share) (000s)   $ 22,500   $ 22,500   $ 22,500   $ 22,500  
Asset coverage per preferred share (j)   $ 52,498   $ 55,984   $ 79,156   $ 75,422  
(a)
Commencement of operations.
(b)
Net asset value at May 25, 2005, reflects the deduction of the average sales load and offering costs of $0.91 per share paid by the holders of common shares from the $20.00 offering price. We paid a sales load and offering cost of $0.94 per share on 2,237,500 common shares sold to the public and no sales load or offering costs on 67,500 common shares sold to affiliates of RMR Advisors for $20 per share.
(c)
Based on average shares outstanding.
(d)
Amounts are net of expenses waived by RMR Advisors.
(e)
As discussed in Note A (8) to the financial statements, these amounts are subject to change to the extent 2008 distributions by the issuers of the Fund's investments are characterized as capital gains and return of capital.
(f)
Amount is less than $.005/share
(g)
Total returns for periods of less than one year are not annualized.
(h)
Total return based on per share market price assumes the purchase of common shares at the market price on the first day and sales of common shares at the market price on the last day of the period indicated; dividends and distributions, if any, are assumed to be reinvested at market prices on the ex-dividend date. The total return based on net asset value, or NAV, assumes the purchase of common shares at NAV on the first day and sales of common shares at NAV on the last day of the period indicated; distributions are assumed to be reinvested at NAV on the ex-dividend date. Results represent past performance and do not guarantee future results. Total return would have been lower if RMR Advisors had not contractually waived a portion of its investment advisory fee.
(i)
Annualized.
(j)
Asset coverage per share equals net assets attributable to common shares plus the liquidation preference of the preferred shares divided by the total number of preferred shares outstanding at the end of the period.

See notes to financial statements.


65



RMR Preferred Dividend Fund
Notes to Financial Statements

June 30, 2008 (unaudited)

Note A

(1)  Organization

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

(2)  Interim Financial Statements

The accompanying June 30, 2008 financial statements have been prepared without audit. The Fund believes that disclosures made are adequate to make the information presented not misleading. In the opinion of the Fund's management, all adjustments, which include normal recurring adjustments considered necessary for a fair presentation, have been included. The Fund's operating results for this interim period are not necessarily indicative of the results that may be expected on an annual basis in the future.

(3)  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 particularly for reasons described in Note A (8), and for other reasons.

(4)  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 average of closing bid and ask prices 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 plus interest accrued, which approximates market value.

(5)  Fair Value Measurements

The Fund has adopted the provisions of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements, or FAS 157, effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market for


66


the investment. FAS 157 established a three tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk; for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

Level 1 – quoted prices in active markets for identical investments

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, credit risk, etc.)

Level 3 – significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments)

The valuation techniques used by the Fund to measure fair value during the six months ended June 30, 2008 maximized the use of observable inputs and minimized the use of unobservable inputs. The Fund utilized broker quotes, company financial information and other market indicators to value the securities whose prices were not readily available.

The following is a summary of the inputs used as of June 30, 2008, in valuing the Fund's investments carried at value:

Valuation Inputs
  Investments in
Securities

Level 1 – Quoted prices   $ 44,024,339
Level 2 – Other significant observable inputs     1,977,000
Level 3 – Significant unobservable inputs     888,000
   
Total   $ 46,889,339
   

67


Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining value:

 
  Investments in
Securities
Characterized
as Level 3

 
Balance as of 12/31/07   $ 1,194,000  
Accrued discounts/premiums      
Realized gain/loss and change in unrealized appreciation/depreciation     (306,000 )
Net purchases/sales      
Net transfers in and/or out of Level 3      
   
 
Balance, as of 06/30/08   $ 888,000  
   
 
Net change in unrealized appreciation/depreciation from investments still held as of 06/30/08   $ (306,000 )
   
 

(6)  Securities Transactions and Investment Income

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

(7)  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 each year.

(8)  Distributable Earnings

The Fund earns income, net of expenses, daily on its investments. It is the policy of the Fund to pay a stable distribution amount to common shareholders on a monthly basis and distributions to Fund shareholders are declared pursuant to this policy. On July 11, 2008, the Fund declared regular monthly distributions of $0.10 per common share payable in July, August and September 2008. Distributions to shareholders are recorded on the ex-dividend date. The Fund's distributions may consist of ordinary income (net investment income and short term capital gains), long term capital gains and return of capital. To the extent the Fund's net realized capital gains, if any, can be offset by capital loss carry-forwards, it is the policy of the Fund not to distribute such gains. Distributions to preferred shareholders are determined as described in Note D.

The Fund has substantial investments in real estate investment trusts, or REITs, which are generally not subject to federal income taxes. Distributions that the Fund receives from REITs can be classified as ordinary income, capital gain income or return of capital by the REITs that make these distributions to the Fund. However, it is not possible to characterize distributions received from REITs during interim periods because


68


the issuers do not report their tax characterization until subsequent to year end. Final characterization of the Fund's 2008 distributions to shareholders is also dependent upon the magnitude or timing of the Fund's securities transactions prior to year end. Therefore it is likely that some portion of the Fund's 2008 investment income and distributions to shareholders will be recharacterized as long term capital gain and return of capital for financial statement and federal income tax purposes subsequent to year end and reflected accordingly in the Fund's year end financial statements.

Although subject to adjustments, the cost, gross unrealized appreciation and unrealized depreciation of the Fund's investments for federal income tax purposes as of June 30, 2008, are as follows:

Cost   $ 61,952,701  
   
 
Gross unrealized appreciation   $ 59,696  
Gross unrealized depreciation     (15,123,058 )
   
 
Net unrealized appreciation/(depreciation)   $ (15,063,362 )
   
 

(9)  Concentration of Risk

Under normal market conditions, the Fund's investments are concentrated in preferred securities issued by 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.

(10) Common Shares

The Fund issued 11,582 common shares during the six months ended June 30, 2008 and 33,350 common shares during the year ended December 31, 2007, for a total consideration of $131,106 and $516,595 respectively, pursuant to its dividend reinvestment plan.

Note B

Advisory and Administration Agreements and Other Transactions with Affiliates

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

RMR Advisors has contractually agreed to waive a portion of its annual fee equal to 0.55% of the Fund's average daily managed assets from May 25, 2005 until May 24, 2010. The Fund incurred net advisory fees of $74,633 during the six months ended June 30, 2008. The amount of fees waived by the Advisor was $136,827 for the six months ended June 30, 2008.

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


69



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 $45,022 of subadministrative fees charged by State Street for the six months ended June 30, 2008.

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 attendance fees for board and committee meetings. The Fund incurred $8,761 of trustee fees and expenses during the six months ended June 30, 2008.

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 $17,344 of compliance and internal audit expense during the six months ended June 30, 2008. 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 $6,227 of insurance expense during the six months ended June 30, 2008.

Note C

Securities Transactions

During the six months ended June 30, 2008, there were purchases and sales transactions (excluding short term securities) of $100,000 and $78,214 respectively. Brokerage commissions on securities transactions amounted to $308 during the six months ended June 30, 2008.

Note D

Preferred Shares

In July 2005, the Fund issued 900 Series M auction preferred shares with a liquidation preference of $25,000 per share plus an amount equal to accumulated but unpaid distributions. On August 15, 2008 and August 22, 2008, the Fund redeemed 40 and 160 preferred shares, respectively, with a total liquidation preference of $5,000,000. The preferred shares are senior to the Fund's common shares and rank on parity with any other class or series of preferred shares of the Fund as to the payment of periodic distributions, including distribution of assets upon liquidation. If the Fund does not timely cure a failure to (1) maintain asset coverage for the preferred shares as required by rating agencies, or (2) maintain asset coverage, as defined in the 1940 Act, of at least 200%, the preferred shares will be subject to redemption in an amount equal to their liquidation preference plus accumulated but unpaid distributions. The holders of the preferred shares have voting rights equal to the holders of the Fund's common shares and generally vote together with the holders of the common shares as a single class. Holders of the preferred shares, voting as a separate class, also are entitled to elect two of the Fund's trustees. The Fund pays distributions on the preferred shares at a rate set at auctions held generally every seven days. Distributions are generally payable every seven days, on the first business day following the end of a distribution period. The preferred share distribution rate was 3.90% per annum as of June 30, 2008.

To date, no auctions for preferred securities of the Fund have failed to attract sufficient clearing bids. However, an affiliate of the Fund's lead broker-dealer for its preferred securities has purchased a significant


70



amount of the Fund's preferred securities in the auctions. If this affiliate of the Fund's lead broker-dealer had not been supporting the Fund's auctions, the auctions likely would have failed and holders of the Fund's preferred shares would not have been able to sell their preferred shares in the auctions. There can be no assurance that this or any other affiliate of the Fund's lead broker-dealer would purchase Fund preferred shares in any future auction of Fund preferred securities or that the Fund will not have any auction for its preferred securities fail. If an auction of the Fund's preferred shares should fail, the dividend rate for the next succeeding dividend period is set according to a pre-determined formula, and the resulting rate may be higher than the rate which the Fund would otherwise pay as a result of a successful auction. In addition, if an auction fails, holders of the Fund's preferred shares may not be able to sell their preferred shares in that auction. If auctions for the Fund's preferred shares fail, or if market conditions generally frustrate the Fund's ability to enhance investment results through the investment of capital attributable to its outstanding preferred shares, such factors may necessitate a change in the form and/or amount of investment leverage used by the Fund. The Fund has no current intention to change the form or degree of investment leverage that it uses. The use of alternative forms of leverage and/or a reduction in the degree of investment leverage used by the Fund in its investment program could result in reduced investment returns for common shareholders as compared to the returns that historically have been achieved by the Fund through the use of preferred share leverage in favorable market conditions. The Fund proactively manages compliance with asset coverage and other financial ratio requirements applicable to the preferred shares. In order to facilitate compliance with such requirements, and without further notice of its intention to do so, the Fund may from time to time purchase or otherwise acquire its outstanding preferred shares in the open market, in other nondiscriminatory secondary market transactions, pursuant to tender offers or other offers to repurchase preferred shares, or in other permissible purchase transactions, and also may from time to time call or redeem preferred shares in accordance with their terms.

Note E

Submission of Proposals to a Vote of Shareholders

The annual meeting of Fund shareholders was held on April 7, 2008. Following is a summary of the proposal submitted to shareholders for vote at the meeting and votes cast:

Proposal
  Votes for
  Votes withheld
  Votes abstained
Common and Preferred Shares            
  Election of John L. Harrington as an Independent Trustee until the 2011 annual meeting.   2,513,054   63,018  

The following trustees' terms of office as trustee continued after the Fund's annual meeting: Barry M. Portnoy, Gerard M. Martin, Frank J. Bailey and Arthur G. Koumantzelis.


71


RMR Asia Pacific Real Estate Fund
June 30, 2008


 

 

 
    LOGO

To our shareholders,

In the pages that follow, you will find data summarizing our financial results for the six months ended June 30, 2008, and our financial position as of June 30, 2008.

Relevant Market Conditions

Real Estate Industry Fundamentals.     In 2008, we expect commercial real estate fundamentals in the Asia Pacific region to remain generally healthy due to limited new supply. Office market vacancy rates are expected to remain low in Hong Kong, Singapore and Tokyo. Although there may be some slowing in the second half of 2008 and early 2009 due to the declines in export industries, resilient national income growth in most countries, except for Japan, should lead to growing retail sales and rising rental values for retail property. The industrial real estate sector is robust due to the development of logistics networks in the emerging countries. Residential real estate prices are expected to increase in the longer term due to rising incomes and urbanization dynamics which is driving demand in China and India.

Economic growth for the remainder of 2008 is expected to remain strong relative to the rest of the world. For 2008, The International Monetary Fund expects 8.0% GDP growth for developing Asia and 1.5% for Japan. Rising inflation due to high food and energy prices and slowing exports may be short term risks to the rapid economic growth throughout the region.

Real estate companies in the region are generally conservatively financed. However, the credit tightening by lenders across the globe may be problematic for some Asia Pacific based real estate companies in 2008.

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

During the six months ended June 30, 2008, our total return on net asset value, or NAV, was negative 30.7%. 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 24.2%. We believe this index is relevant to us because all our investments as of June 30, 2008, excluding short term investments, were in securities of real estate companies


72



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 six months ended June 30, 2008 was negative 11.8%.

Recent Developments

Because of the decline in NAV during the last 15 months and the Fund's relatively small size, the Fund's Board of Trustees is currently considering actions to reduce expenses and otherwise enhance value for the Fund's shareholders. These potential actions include combining the Fund with one or more other RMR closed end funds that have similar investment programs.

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

Sincerely,

SIGNATURE

Adam D. Portnoy
President

August 27, 2008


73



 

 

 
    LOGO

Portfolio holdings by sub-sector as a percentage of investments
(as of June 30, 2008)*

Diversified   57 %
Office   18 %
Hospitality   13 %
Others, less than 10%   10 %
Short term investments   2 %
   
 
  Total investments   100 %
   
 
Real Estate   98 %
Short term investments   2 %
   
 
  Total investments   100 %
   
 

Portfolio holdings by country (as of June 30, 2008)*

Hong Kong   36 %
Japan   33 %
Australia   16 %
Others, less than 10%   13 %
Short term investments   2 %
   
 
  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.

74


RMR Asia Pacific Real Estate Fund
Portfolio of Investments
– June 30, 2008 (unaudited)


Company
  Shares
  Value

Common Stocks – 94.4%          
Australia – 15.8%          
  Apartments – 1.0%          
    Peet, Ltd.   124,040   $ 247,335

  Diversified – 8.8%          
    Abacus Property Group   285,000     314,197
    Charter Hall Group   345,000     348,924
    Dexus Property Group *   315,000     416,725
    FKP Property Group   49,000     230,172
    Mirvac Group *   106,000     300,786
    Valad Property Group   877,761     563,782
       
          2,174,586

  Office – 6.0%          
    Commonwealth Property Office Fund *   655,000     775,475
    Cromwell Group   953,898     708,702
       
          1,484,177

Total Australia (Cost $5,529,498)         3,906,098

Hong Kong – 35.9%          
  Diversified – 16.3%          
    Agile Property Holdings, Ltd.   320,000     279,073
    China Overseas Land & Investment, Ltd.   292,000     461,373
    China Resources Land, Ltd.   336,000     465,395
    Hongkong Land Holdings, Ltd.   207,000     877,680
    Hysan Development Co., Ltd.   183,000     502,254
    Kerry Properties, Ltd.   45,500     238,959
    KWG Property Holding, Ltd.   433,000     310,982
    New World China Land, Ltd.   450,000     233,159
    Shun TAK Holdings, Ltd.   300,000     280,868
    The Wharf (Holdings), Ltd   92,000     385,238
       
          4,034,981

  Hospitality – 13.4%          
    Regal Real Estate Investment Trust *   1,573,000     324,798
    Sun Hung Kai Properties, Ltd.   221,000     2,998,724
       
          3,323,522

  Office – 0.9%          
    Champion Real Estate Investment Trust *   475,000     219,917

  Retail – 5.3%          
    Hang Lung Properties, Ltd.   410,000     1,314,566

Total Hong Kong (Cost $9,482,179)         8,892,986

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

75


Japan – 33.3%          
  Diversified – 22.7%          
    Aeon Mall Co., Ltd.   32,000   $ 946,273
    Kenedix Realty Investment Corp. *   37     219,522
    Mitsubishi Estate Co., Ltd.   76,000     1,739,229
    Mitsui Fudosan Co., Ltd.   63,000     1,346,800
    Shoei Co., Ltd.   25,000     292,885
    Sumitomo Realty & Development Co., Ltd.   55,000     1,092,904
       
          5,637,613

  Office – 10.6%          
    Japan Excellent, Inc. *   45     219,099
    Nippon Building Fund, Inc. *   56     659,227
    Nomura Real Estate Office Fund, Inc. *   24     180,591
    NTT Urban Development Corp.   665     870,509
    Orix REIT, Inc. *   30     182,229
    Tokyu REIT, Inc. *   63     512,021
       
          2,623,676

Total Japan (Cost $8,861,294)         8,261,289

Malaysia – 0.6%          
  Diversified – 0.6%          
    KLCC Property Holdings Berhad   191,000     158,996

Total Malaysia (Cost $175,892)         158,996

Philippines – 1.2%          
  Diversified – 1.2%          
    Filinvest Land, Inc.   8,000,000     124,736
    Megaworld Corp.   6,000,000     163,047
       
          287,783

Total Philippines (Cost $586,433)         287,783

Singapore – 7.6%          
  Diversified – 7.6%          
    Ascendas Real Estate Investment Trust *   352,000     571,769
    Capitaland, Ltd.   112,000     469,222
    CDL Hospitality Trusts *   216,000     279,416
    Singapore Land, Ltd.   26,000     119,055
    Suntec Real Estate Investment Trust *   230,000     229,907
    Yanlord Land Group, Ltd.   150,000     203,962
       
          1,873,331

Total Singapore (Cost $2,074,419)         1,873,331

Total Common Stocks (Cost $26,709,715)         23,380,483

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

76


Warrants – 3.8%          
India – 2.3%          
    Ansal Properties & Infrastructure, Ltd., Macquarie Bank, Ltd., expiring 1/17/12 (a)   44,000   $ 70,840
    DLF, Ltd., Macquarie Bank, Ltd., expiring 6/26/12 (a)   19,500     179,595
    Unitech, Ltd., Macquarie Bank, Ltd., expiring 6/24/08 (a)   83,000     330,340

Total India (Cost $1,187,188)         580,775

Taiwan – 1.5%          
    Chong Hong Construction, Macquarie Bank, Ltd., expiring 5/13/08 (a)   87,000     220,980
    Farglary Land Development Co., Ltd.,Macquarie Bank, Ltd, expiring 1/17/12 (a)   45,000     140,400

Total Taiwan (Cost $434,569)         361,380

Total Warrants (Cost $1,621,757)         942,155

Short-Term Investments – 1.7%          
  Other Investment Companies – 1.7%          
    Dreyfus Cash Management, Institutional Shares, 2.66% (b) Cost $415,440)   415,440     415,440

Total Investments – 99.9% (Cost $28,746,912)         24,738,078

Other assets less liabilities – 0.1%         28,466

Net Assets – 100%       $ 24,766,544

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 June 30, 2008, this security had not paid a distribution.
(b)
Rate reflects 7 day yield as of June 30, 2008.

See notes to financial statements.


77



RMR Asia Pacific Real Estate Fund
Financial Statements

Statement of Assets and Liabilities


 
June 30, 2008 (unaudited)
   
 

 
Assets        
  Investments in securities, at value (cost $28,746,912)   $ 24,738,078  
  Cash     351  
  Foreign currency, at value (cost $23,861)     23,854  
  Dividends and interest receivable     150,355  
  Other assets     122  
   
 
    Total assets     24,912,760  
   
 
Liabilities        
  Advisory fee payable     16,449  
  Payable for investment securities purchased     12  
  Accrued expenses and other liabilities     129,755  
   
 
    Total liabilities     146,216  
   
 
Net assets   $ 24,766,544  
   
 
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     (2,682,542 )
  Accumulated net realized loss on investments and foreign currency transactions     (1,954,211 )
  Net unrealized depreciation on investments and foreign currency transactions     (4,008,243 )
   
 
Net assets   $ 24,766,544  
   
 
Net asset value per share (based on 1,755,000 common
shares outstanding)
  $ 14.11  
   
 

See notes to financial statements.


78


Statement of Operations


 
Six Months Ended June 30, 2008 (unaudited)
   
 

 
Investment Income        
  Dividends (cash distributions received or due, net of
foreign taxes withheld of $40,984)
  $ 408,073  
  Interest     11,221  
   
 
    Total investment income     419,294  
   
 
Expenses        
  Advisory     143,182  
  Audit and legal     59,918  
  Custodian     48,625  
  Administrative     46,196  
  Shareholder reporting     24,338  
  Compliance and internal audit     17,344  
  Trustees' fees and expenses     8,900  
  Other     43,056  
   
 
    Total expenses     391,559  
  Less: expense waived by the Advisor     (35,796 )
   
 
    Net expenses     355,763  
   
 
      Net investment income     63,531  
   
 
Realized and unrealized loss on investments and foreign currency transactions        
  Net realized loss on investments     (1,945,827 )
  Net realized loss on foreign currency transactions     (231 )
  Net change in unrealized appreciation/(depreciation) on investments and foreign
currency transactions
    (9,060,855 )
   
 
    Net decrease in net assets resulting from operations   $ (10,943,382 )
   
 

See notes to financial statements.


79


Statements of Changes in Net Assets


 
 
  Six Months Ended
June 30,
2008
(unaudited)

  Year Ended
December 31
2007

 

 
Increase (decrease) in net assets resulting from operations              
  Net investment income   $ 63,531   $ 203,750  
  Net realized gain (loss) on investments     (1,946,058 )   6,437,332  
  Net change in unrealized appreciation/(depreciation) on investments and
foreign currency transactions
    (9,060,855 )   (1,965,895 )
   
 
 
    Net increase (decrease) in net assets resulting from operations     (10,943,382 )   4,675,187  
   
 
 
  Distributions to common shareholders from:              
    Net investment income         (6,911,460 )
    Net realized gain on investments         (3,565,890 )
   
 
 
    Total decrease in net assets     (10,943,382 )   (5,802,163 )
Net assets              
  Beginning of period     35,709,926     41,512,089  
   
 
 
  End of period (including distributions in excess of net
investment income of $2,682,542 and $2,746,073, respectively)
  $ 24,766,544   $ 35,709,926  
   
 
 
Common shares issued and repurchased              
  Shares outstanding, beginning of period     1,755,000     1,755,000  
    Shares issued          
   
 
 
  Shares outstanding, end of period     1,755,000     1,755,000  
   
 
 

See notes to financial statements.


80



RMR Asia Pacific Real Estate Fund
Financial Highlights

Selected Data For A Common Share Outstanding Throughout Each Period


 
 
  Six Months Ended
June 30,
2008
(unaudited)

  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   $ 20.35   $ 23.65   $ 19.08 (c)
   
 
 
 
Income from Investment Operations                    
Net investment income (d)     .04     .12     .21  
Net realized and unrealized appreciation/(depreciation) on investments     (6.28 )   2.55     4.40  
   
 
 
 
Net increase (decrease) in net asset value from operations     (6.24 )   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   $ 14.11   $ 20.35   $ 23.65  
   
 
 
 
Market price, beginning of period   $ 16.95   $ 23.41   $ 20.00  
   
 
 
 
Market price, end of period   $ 12.60   $ 16.95   $ 23.41  
   
 
 
 

 
Total Return (e)                    
Total investment return based on:                    
  Market price (f)     (25.66 )%   (2.99 )%   17.05 %
  Net asset value (f)     (30.66 )%   11.80 %   23.95 %

 
Ratios/Supplemental Data:                    
Ratio to average net assets attributable to common shares of:                    
  Net investment income (d)     0.44 %(g)   0.45 %   1.64 %(g)
  Expenses, net of fee waivers     2.48 %(g)   1.78 %   2.25 %(g)
  Expenses, before fee waivers     2.73 %(g)   2.03 %   2.50 %(g)
Portfolio Turnover Rate     32.54 %   68.69 %   27.61 %
Net assets attributable to common shares, end of period (000s)   $ 24,767   $ 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 on 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.
(g)
Annualized.

See notes to financial statements.


81



RMR Asia Pacific Real Estate Fund

Notes to Financial Statements

June 30, 2008 (unaudited)

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, or 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.

(2)  Interim Financial Statements

The accompanying June 30, 2008 financial statements have been prepared without audit. The Fund believes that disclosures made are adequate to make the information presented not misleading. In the opinion of the Fund's management, all adjustments, which include normal recurring adjustments considered necessary for a fair presentation, have been included. The Fund's operating results for this interim period are not necessarily indicative of the results that may be expected on an annual basis in the future.

(3)  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.

(4)  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 average of the closing bid and ask prices 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 plus interest accrued, which 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.


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(5)  Fair Value Measurements

The Fund has adopted the provisions of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements, or FAS 157, effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market for the investment. FAS 157 established a three tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk; for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

Level 1 – quoted prices in active markets for identical investments

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, credit risk, etc.)

Level 3 – significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments)

The valuation techniques used by the Fund to measure fair value during the six months ended June 30, 2008 maximized the use of observable inputs and minimized the use of unobservable inputs. When the S&P 500 Index fluctuates significantly from the previous day close, we believe that the closing price in the local market may no longer represent the fair value of foreign securities at the time of the U.S. market close. Accordingly, in such circumstances, we report holdings in such foreign securities at their fair values as determined by an independent security pricing service. The service uses a multi-factor model that includes such information as the issue's local closing price, relevant general and sector indices, currency fluctuations, depository receipts, and futures, as applicable. The model generates an adjustment factor for each security that is applied to the local closing price to adjust it for post closing events, resulting in the security's reported fair value.

The following is a summary of the inputs used as of June 30, 2008 in valuing the Fund's investments carried at value:

Valuation Inputs
  Investments in
Securities

Level 1 – Quoted prices   $ 415,440
Level 2 – Other significant observable inputs     24,322,638
Level 3 – Significant unobservable inputs    
   
Total   $ 24,738,078
   

There were no investments in securities characterized as Level 3 as of December 31, 2007 or June 30, 2008.


83



(6)  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.

(7)  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 each year.

Some Asia Pacific governments may subject the Fund's investment income and securities sales to withholding or other taxes. For the six months ended June 30, 2008, $40,984 of foreign taxes have been withheld from distributions to the Fund and recorded as a reduction of dividend income.

(8)  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 regulated investment company. 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.

Although subject to adjustments, the cost, gross unrealized appreciation and unrealized depreciation of the Fund's investments for federal income tax purposes as of June 30, 2008, are as follows:

Cost   $ 28,746,912  
   
 
Gross unrealized appreciation   $ 1,240,212  
Gross unrealized depreciation     (5,249,046 )
   
 
Net unrealized appreciation/(depreciation)   $ (4,008,834 )
   
 

(9)  Concentration of Risk

Under normal market conditions, the Fund's investments are 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.

(10) 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


84


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.

(11) 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 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.

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 managed assets.

RMR Advisors has contractually agreed to waive a portion of its annual fee equal to 0.25% of the Fund's average daily managed assets from May 25, 2006 until May 25, 2011. The Fund incurred net advisory fees of $107,386 during the six months ended June 30, 2008. The amount of fees waived by the Advisor was $35,796 for the six months ended June 30, 2008.

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, pays the subadvisor a monthly fee equal to an annual rate of 0.375% of the Fund's average daily managed 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 managed assets.

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


85



providing administrative services. The Fund reimbursed RMR Advisors for $46,196 of subadministrative fees charged by State Street for the six months ended June 30, 2008.

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 attendance fees for board and committee meetings. The Fund incurred $8,900 of trustee fees and expenses during the six months ended June 30, 2008.

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 $17,344 of compliance and internal audit expense during the six months ended June 30, 2008. 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 $10,865 of insurance expense during the six months ended June 30, 2008.

Note C

Securities Transactions

During the six months ended June 30, 2008, there were purchases and sales transactions (excluding short-term securities) of $9,842,904 and $17,619,828 respectively. Brokerage commissions on securities transactions amounted to $47,995 during the six months ended June 30, 2008.

Note D

Submission of Proposals to a Vote of Shareholders

The annual meeting of Fund shareholders was held on April 7, 2008. Following is a summary of the proposal submitted to shareholders for vote at the meeting and votes cast:

Proposal
  Votes for
  Votes withheld
  Votes abstained
Election of John L. Harrington as an Independent Trustee until the 2011 annual meeting.   1,480,071   39,471  

The following trustees' terms of office as trustee continued after the Fund's annual meeting: Barry M. Portnoy, Gerard M. Martin, Frank J. Bailey and Arthur G. Koumantzelis.

Note E

Portfolio Management Changes

On July 17, 2008, Roberto Versace was appointed a co-portfolio manager for the Fund. Mr. Versace replaces Craig Turnbull who resigned from MacarthurCook on June 27, 2008. Craig Dunstan remains a co-portfolio manager for the Fund. Mr. Versace has been a Fund Manager at MacarthurCook since July 2007. From September 2005 to June 2007, Mr. Versace was employed by the global investment and advisory firm Babcock & Brown as part of its Global Real Estate Team. From September 2000 to June 2004, Mr. Versace was an analyst with Colonial First State Global Asset Management, the largest manager of Australian sourced funds.


86


RMR Asia Real Estate Fund
June 30, 2008

LOGO

To our shareholders,

In the pages that follow, you will find data summarizing our financial results for the six months ended June 30, 2008, and our financial position as of June 30, 2008.

Relevant Market Conditions

Real Estate Industry Fundamentals.     In 2008, we expect commercial real estate fundamentals in the Asia region to remain generally healthy due to limited new supply. Office market vacancy rates are expected to remain low in Hong Kong, Singapore and Tokyo. Although there may be some slowing in the second half of 2008 and early 2009 due to decline in export industries, resilient national income growth in most countries, except for Japan, should lead to growing retail sales and rising rental values for retail property. The industrial real estate sector is robust due to the development of logistics networks in the emerging countries. Residential real estate prices are expected to increase in the longer term due to rising incomes and urbanization dynamics which is driving demand in China and India.

Economic growth in the remainder of 2008 is expected to remain strong relative to the rest of the world. For 2008, The International Monetary Fund expects 8.0% GDP growth for developing Asia and 1.5% for Japan. Rising inflation due to high food and energy prices and slowing exports may be short term risk to the rapid economic growth throughout the region.

Real estate companies in the region are generally conservatively financed. However, the credit tightening by lenders across the globe may be problematic for some Asia based real estate companies in 2008.

Real Estate Industry Technicals.     We expect continued strong demand for real estate investments in the Asia region. High personal savings rates and attractive real estate yields are expected to lead to increasing values for real estate companies in the region, especially real estate companies that pay a regular dividend, such as 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, with several countries currently considering initiating REIT legislation, such as 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.

During the six months ended June 30, 2008, our total return on net asset value, or NAV, was negative 24.5%. 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 24.2%. We believe this index is relevant to us because all our investments as of June 30, 2008, excluding short term investments, were in securities of real estate companies


87



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 six months ended June 30, 2008 was negative 11.9%.

Recent Developments

Because of the decline in NAV during the last 15 months and the Fund's relatively small size, the Fund's Board of Trustees is currently considering actions to reduce expenses and otherwise enhance value for the Fund's shareholders. These potential actions include combining the Fund with one or more other RMR closed end funds that have similar investment programs.

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

Sincerely,

SIGNATURE

Adam D. Portnoy
President

August 27, 2008


88


LOGO

Portfolio holdings by sub-sector as a percentage of investments
(as of June 30, 2008)*

  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 June 30, 2008)*

  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.

89


RMR Asia Real Estate Fund
Portfolio of Investments
– June 30, 2008 (unaudited)


Company
  Shares
  Value

Common Stocks – 95.0%          
Hong Kong – 42.8%          
  Diversified – 22.7%          
    Agile Property Holdings, Ltd.   918,000   $ 800,590
    China Overseas Land & Investment, Ltd.   600,000     948,027
    China Resources Land, Ltd.   1,015,000     1,405,880
    Henderson Land Development Co., Ltd.   104,000     648,228
    Hongkong Land Holdings, Ltd.   865,000     3,667,600
    Hysan Development Co., Ltd.   1,025,000     2,813,171
    Kerry Properties, Ltd.   195,000     1,024,111
    KWG Property Holding, Ltd.   1,060,000     761,294
    New World China Land, Ltd.   1,650,000     854,917
    Shun TAK Holdings, Ltd.   585,000     547,693
    The Wharf (Holdings), Ltd.   296,000     1,239,463
       
          14,710,974

  Hospitality – 14.5%          
    Regal Real Estate Investment Trust *   2,166,000     447,242
    Sun Hung Kai Properties, Ltd.   659,000     8,941,896
       
          9,389,138

  Office – 1.2%          
    Champion Real Estate Investment Trust *   1,735,000     803,277

  Retail – 4.4%          
    Hang Lung Properties, Ltd.   880,000     2,821,508

Total Hong Kong (Cost $31,564,439)         27,724,897

Japan – 40.4%          
  Diversified – 29.7%          
    Aeon Mall Co., Ltd.   53,000     1,567,265
    Kenedix Realty Investment Corp. *   110     652,635
    Mitsubishi Estate Co., Ltd.   353,500     8,089,702
    Mitsui Fudosan Co., Ltd.   220,000     4,703,112
    Shoei Co., Ltd.   76,960     901,617
    Sumitomo Realty & Development Co., Ltd.   169,000     3,358,196
       
          19,272,527

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

90


  Office – 10.7%          
    Japan Excellent, Inc. *   120   $ 584,263
    Nippon Building Fund, Inc. *   210     2,472,101
    Nomura Real Estate Office Fund, Inc. *   71     534,247
    NTT Urban Development Corp.   1,400     1,832,651
    Orix REIT, Inc. *   80     485,944
    Tokyu REIT, Inc. *   127     1,032,170
       
          6,941,376

Total Japan (Cost $35,694,917)         26,213,903

Malaysia – 0.8%          
  Diversified – 0.8%          
    KLCC Property Holdings Berhad   616,000     512,784
    SP Setia Berhad   9,000     8,098
       
          520,882

Total Malaysia (Cost $718,304)         520,882

Philippines – 1.3%          
  Diversified – 1.3%          
    Filinvest Land, Inc.   23,500,000     366,410
    Megaworld Corp.   17,963,000     488,136
       
          854,546

Total Philippines (Cost $2,595,327)         854,546

Singapore – 9.7%          
  Diversified – 9.7%          
    Allgreen Properties, Ltd.   742,000     539,914
    Ascendas Real Estate Investment Trust *   1,020,000     1,656,830
    Capitaland, Ltd.   330,000     1,382,529
    CDL Hospitality Trusts *   835,000     1,080,152
    Singapore Land, Ltd.   105,000     480,798
    Suntec Real Estate Investment Trust *   640,000     639,741
    Yanlord Land Group, Ltd.   390,000     530,300
       
          6,310,264

Total Singapore (Cost $7,385,867)         6,310,264

Total Common Stocks (Cost $77,958,854)         61,624,492

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

91


Warrants – 3.5%          
India – 2.0%          
    Ansal Properties & Infrastructure, Ltd., Macquarie Bank, Ltd., expiring 1/17/12 (a)   93,000   $ 149,730
    DLF, Ltd., Macquarie Bank, Ltd., expiring 6/26/12 (a)   48,000     442,080
    Unitech, Ltd., Macquarie Bank, Ltd., expiring 6/24/08 (a)   180,000     716,400

Total India (Cost $2,583,216)         1,308,210

Taiwan – 1.5%          
    Chong Hong Construction, Macquarie Bank, Ltd., expiring 5/13/08 (a)   210,000     533,400
    Farglary Land Development Co., Ltd.,Macquarie Bank, Ltd, expiring 1/17/12 (a)   142,000     443,040

Total Taiwan (Cost $1,152,937)         976,440

Total Warrants (Cost $3,736,153)         2,284,650

Short-Term Investments – 1.5%          
  Other Investment Companies – 1.5%          
    Dreyfus Cash Management, Institutional Shares, 2.66% (b) (Cost $967,888)   967,888     967,888

Total Investments – 100.0% (Cost $82,662,895)         64,877,030

Other assets less liabilities – 0.0%         14,825

Net Assets – 100%       $ 64,891,855

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 June 30, 2008, this security had not paid a distribution.
(b)
Rate reflects 7 day yield as of June 30, 2008.

See notes to financial statements.


92



RMR Asia Real Estate Fund
Financial Statements

Statement of Assets and Liabilities


 
June 30, 2008 (unaudited)
   
 

 
Assets        
  Investments in securities, at value (cost $82,662,895)   $ 64,877,030  
  Cash     437  
  Foreign currency, at value (cost $82,254)     82,230  
  Dividends and interest receivable     116,831  
  Other assets     5,777  
   
 
    Total assets     65,082,305  
   
 
Liabilities        
  Advisory fee payable     43,142  
  Payable for investment securities purchased     41  
  Accrued expenses and other liabilities     147,267  
   
 
    Total liabilities     190,450  
   
 
Net assets   $ 64,891,855  
   
 
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     (1,104,072 )
  Accumulated net realized loss on investments and
foreign currency transactions
    (6,854,495 )
  Net unrealized depreciation on investments and foreign currency transactions     (17,784,578 )
   
 
Net assets   $ 64,891,855  
   
 
Net asset value per share (based on 4,755,000 common
shares outstanding)
  $ 13.65  
   
 

See notes to financial statements.


93


Statement of Operations


 
Six Months Ended June 30, 2008 (unaudited)
   
 

 
Investment Income        
  Dividends (cash distributions received or due, net of
foreign taxes withheld of $32,320)
  $ 782,733  
  Interest     14,542  
   
 
    Total investment income     797,275  
   
 
Expenses        
  Advisory     371,789  
  Custodian     84,182  
  Audit and legal     60,575  
  Administrative     45,030  
  Shareholder reporting     22,836  
  Compliance and internal audit     17,344  
  Trustees' fees and expenses     8,900  
  Other     36,391  
   
 
    Total expenses     647,047  
  Less: expense waived by the Advisor     (92,947 )
   
 
    Net expenses     554,100  
   
 
      Net investment income     243,175  
   
 
Realized and unrealized gain (loss) on investments and foreign currency transactions        
  Net realized loss on investments     (6,020,364 )
  Net realized loss on foreign currency transactions     (2,446 )
  Net change in unrealized appreciation/(depreciation) on investments and foreign
currency transactions
    (15,339,959 )
   
 
    Net decrease in net assets resulting from operations   $ (21,119,594 )
   
 

See notes to financial statements.


94


Statements of Changes in Net Assets


 
 
  Six Months Ended
June 30,
2008
(unaudited)

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

 

 
Increase (decrease) in net assets resulting from operations              
  Net investment income   $ 243,175   $ 166,556  
  Net realized loss on investments     (6,022,810 )   (681,238 )
  Net change in unrealized appreciation/(depreciation) on investments and foreign currency transactions     (15,339,959 )   (2,444,619 )
   
 
 
    Net decrease in net assets resulting from operations     (21,119,594 )   (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 (decrease) in net assets     (21,119,594 )   85,911,449  
Net assets              
  Beginning of period     86,011,449     100,000  
   
 
 
  End of period (including distributions in excess of net investment income of $1,104,072 and $1,347,247, respectively)   $ 64,891,855   $ 86,011,449  
   
 
 
Common shares issued and repurchased              
  Shares outstanding, beginning of period     4,755,000     5,000  
    Shares issued         4,750,000  
   
 
 
  Shares outstanding, end of period     4,755,000     4,755,000  
   
 
 

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


95


RMR Asia Real Estate Fund
Financial Highlights

Selected Data For A Common Share Outstanding Throughout Each Period


 
 
  Six Months Ended
June 30,
2008
(unaudited)

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

 

 
Per Common Share Operating Performance              
Net asset value, beginning of period   $ 18.09   $ 19.06 (c)
   
 
 
Income from Investment Operations              
Net investment income (d)     .05     .04  
Net realized and unrealized appreciation/(depreciation) on investments     (4.49 )   (.62 )
   
 
 
Net decrease in net asset value from operations     (4.44 )   (.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   $ 13.65   $ 18.09  
   
 
 
Market price, beginning of period   $ 15.07   $ 20.00  
   
 
 
Market price, end of period   $ 11.66   $ 15.07  
   
 
 

 
Total Return (e)              
Total investment return based on:              
  Market price (f)     (22.63 )%   (22.91 )%
  Net asset value (f)     (24.54 )%   (3.24 )%

 
Ratios/Supplemental Data:              
Ratio to average net assets attributable to common shares of: (g)              
  Net investment income (d)     0.65 %   0.32 %
  Expenses, net of fee waivers     1.49 %   1.40 %
  Expenses, before fee waivers     1.74 %   1.65 %
Portfolio Turnover Rate     27.85 %   16.99 %
Net assets attributable to common shares, end of period (000s)   $ 64,892   $ 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.


96



RMR Asia Real Estate Fund
Notes to Financial Statements

June 30, 2008 (unaudited)

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, or the 1940 Act, as amended, 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)  Interim Financial Statements

The accompanying June 30, 2008 financial statements have been prepared without audit. The Fund believes that disclosures made are adequate to make the information presented not misleading. In the opinion of the Fund's management, all adjustments, which include normal recurring adjustments considered necessary for a fair presentation, have been included. The Fund's operating results for this interim period are not necessarily indicative of the results that may be expected in the future.

(3)  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.

(4)  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 average of the closing bid and ask prices 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 plus interest accrued, which 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.


97



(5)  Fair Value Measurements

The Fund has adopted the provisions of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements, or FAS 157, effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market for the investment. FAS 157 established a three tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk; for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below.

Level – quoted prices in active markets for identical investments

Level – other significant observable inputs (including quoted prices for similar investments, interest rates, credit risk, etc.)

Level 3 – significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments)

The valuation techniques used by the Fund to measure fair value during the six months ended June 30, 2008 maximized the use of observable inputs and minimized the use of unobservable inputs. When the S&P 500 Index fluctuates significantly from the previous day close, we believe that the closing price in the local market may no longer represent the fair value of foreign securities at the time of the U.S. market close. Accordingly, in such circumstances, we report holdings in such foreign securities at their fair values as determined by an independent security pricing service. The service uses a multi-factor model that includes such information as the issue's local closing price, relevant general and sector indices, currency fluctuations, depository receipts, and futures, as applicable. The model generates an adjustment factor for each security that is applied to the local closing price to adjust it for post closing events, resulting in the security's reported fair value.

The following is a summary of the inputs used as of June 30, 2008 in valuing the Fund's investments carried at value:

Valuation Inputs
  Investments in
Securities

Level 1 – Quoted prices   $ 967,888
Level 2 – Other significant observable inputs     63,909,142
Level 3 – Significant unobservable inputs    
   
Total   $ 64,877,030
   

There were no investments in securities characterized as Level 3 as of December 31, 2007 or June 30, 2008.


98



(6)  Securities Transactions and Investment Income

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

(7)  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 each year.

Some Asian governments may subject the Fund's investment income and securities sales to withholding or other taxes. For the six months ended June 30, 2008, $32,320 of foreign taxes have been withheld from distributions to the Fund and recorded as a reduction of dividend income.

(8)  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 regulated investment company. 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.

Although subject to adjustments, the cost, gross unrealized appreciation and unrealized depreciation of the Fund's investments for federal income tax purposes as of June 30, 2008, are as follows:

Cost   $ 82,662,895  
   
 
Gross unrealized appreciation   $ 199,985  
Gross unrealized depreciation     (17,985,850 )
   
 
Net unrealized appreciation/(depreciation)   $ (17,785,865 )
   
 

(9)  Concentration of Risk

Under normal market conditions, the Fund's investments are 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.

(10) 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


99


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.

(11) 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 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.

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 managed assets.

RMR Advisors has contractually agreed to waive a portion of its annual fee equal to 0.25% of the Fund's average daily managed assets from May 25, 2007 until May 25, 2012. The Fund incurred net advisory fees of $278,842 during the six months ended June 30, 2008. The amount of fees waived by the Advisor was $92,947 for the six months ended June 30, 2008.

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, pays the subadvisor a monthly fee equal to an annual rate of 0.375% of the Fund's average daily managed 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 managed assets.

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


100



providing administrative services. The Fund reimbursed RMR Advisors for $45,030 of subadministrative fees charged by State Street for the six months ended June 30, 2008.

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 attendance fees for board and committee meetings. The Fund incurred $8,900 of trustee fees and expenses during the six months ended June 30, 2008.

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 $17,344 of compliance and internal audit expense during the six months ended June 30, 2008. 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 $7,078 of insurance expense during the six months ended June 30, 2008.

Note C

Securities Transactions

During the six months ended June 30, 2008, there were purchases and sales transactions (excluding short term securities) of $20,968,472 and $22,622,306 respectively. Brokerage commissions on securities transactions amounted to $92,271 during the six months ended June 30, 2008.

Note D

Submission of Proposals to a Vote of Shareholders

The annual meeting of Fund shareholders was held on April 7, 2008. Following is a summary of the proposal submitted to shareholders for vote at the meeting and votes cast:

Proposal
  Votes for
  Votes withheld
  Votes abstained
Election of John L. Harrington as an Independent Trustee until the 2011 annual meeting   4,564,949   21,446  

The following trustees' terms of office as trustee continued after the Fund's annual meeting: Barry M. Portnoy, Gerard M. Martin, Frank J. Bailey and Arthur G. Koumantzelis.

Note E

Portfolio Management Changes

On July 17, 2008, Roberto Versace was appointed a co-portfolio manager for the Fund. Mr. Versace replaces Craig Turnbull who resigned from MacarthurCook on June 28, 2008. Craig Dunstan remains a co-portfolio manager for the Fund. Mr. Versace has been a Fund Manager at MacarthurCook since July 2007. From September 2005 to June 2007, Mr. Versace was employed by the global investment and advisory firm Babcock & Brown as part of its Global Real Estate Team. From September 2000 to June 2004, Mr. Versace was an analyst with Colonial First State Global Asset Management, the largest manager of Australian sourced funds.


101


RMR Dividend Capture Fund
June 30, 2008

    LOGO

To our shareholders,

In the pages that follow, you will find data summarizing our financial results for the six months ended June 30, 2008, and our financial position as of June 30, 2008.

I am pleased to report that the Fund has now completed its first six months of operation since its launch in December of 2007. Following the IPO, we raised an additional $10 million in auction rate preferred securities in February 2008, effectively leveraging the Fund 29%.

Relevant Market Conditions

Closed-End Fund Market.     

The closed-end fund market remained volatile during the first half of 2008. Despite several attempts by the Fed to inject liquidity into the capital markets generally in the form of lower rates and new lending facilities, credit availability remained tight as banks reduced lending in an effort to conserve cash. The auction rate securities market which had been a major source of leverage to closed end funds, collapsed in February, as banks decided not support the auctions.

After reaching $27.6 billion in full year 2007, closed end IPOs dried up in the first half of 2008, with only one offering brought to the market in January for a total raise of $120 million.

Real Estate Industry Fundamentals.     

Despite a slowing economy and negative sentiment regarding the direction of the financial markets, real estate fundamentals remained stable during the first half of 2008. Occupancy levels held up and rents continued to increase, albeit at a slower pace. Property sales, however, slowed substantially as a result of tighter lending standards and wide differences between buyers and sellers regarding valuations. With limited transactions taking place, it is hard to estimate how much commercial property values have declined. Some estimates put the figure somewhere between negative 10% to negative 15%. What is clear, however, is that property values are no longer at levels seen in early 2007.

For the balance of the year, we believe the economy will likely continue to struggle due to higher food and energy prices, lack of employment growth and a weak housing market. Lending will continue to be restricted, hampering overall economic growth as financial institutions continue to strengthen their balance sheets.

Real Estate Industry Technicals.     

Throughout the first half of the year, the REIT market continued to exhibit high volatility. REITs started the year on a negative note, down almost 12% in mid-January, and rebounded sharply during March and April (up 6% during each month) following the Fed's and J.P. Morgan's rescue of Bear Stearns. Concern about additional write-offs from financial institutions sent the REIT market, along with other financial services companies, into negative territory during the month of June. REITs were down 11% in June and finished the


102


first half of the year down 3.5%. Despite the volatility, REIT dedicated funds saw $3 billion of inflows during the first six months of the year, an encouraging sign after outflows of more than $9 billion from the period March to December 2007.

Fund Strategies, Techniques and Performance

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

During the six months ended June 30, 2008, our total return on net asset value, or NAV (including NAV changes and assuming a hypothetical reinvestment of distributions at NAV), was negative 5.7%. During that same period, the total return for the MSCI US REIT Total Return Index (an unmanaged index of REIT common stocks) was negative 3.5% and the total return for the Fund Data U.S. All Taxable ex-Foreign Equity Index (a market cap weighted Index of closed-end funds) was negative 5.9%. We believe these two indices are relevant to us because our investments, excluding short term investments, as of June 30, 2008, included 46% in REIT common stocks and 52% in common stocks of closed-end funds. The S&P 500 Index (an unmanaged index published as Standard and Poor's Composite Index of 500 common stocks) total return for the six months ended June 30, 2008 was negative 11.9%.

Recent Developments

Recently, credit markets, including the market for auction rate securities such as the Fund's $10 million in preferred shares, have experienced a liquidity crisis. To date, no auctions for the Fund's preferred shares have failed; however, an affiliate of the Fund's lead broker dealer for its preferred shares has purchased a significant amount of the Fund's preferred shares in the auctions. Please see notes to the financial statements for more information.

Because of the decline in NAV during the last 15 months and the Fund's relatively small size, the Fund's Board of Trustees is currently considering actions to reduce expenses and otherwise enhance value for the Fund's shareholders. These potential actions include combining the Fund with one or more other RMR closed end funds that have similar investment programs.

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

Sincerely,

SIGNATURE

Adam D. Portnoy
President
August 27, 2008


103


    LOGO

Portfolio holdings by sub-sector as a percentage of investments (as of June 30, 2008)*

Investment companies   52 %
Hospitality real estate   15 %
Office real estate   11 %
Others, less than 10% each   22 %
   
 
  Total investments   100 %
   
 
REITs   46 %
Investment companies   52 %
Other   2 %
   
 
  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.

104


RMR Dividend Capture Fund
Portfolio of Investments
– June 30, 2008 (unaudited)


Company
  Shares
  Value

Common Stocks – 70.7%          
Real Estate Investment Trusts – 67.9%          
  Diversified – 10.8%          
    CapLease, Inc.   123,725   $ 926,700
    Lexington Corporate Properties Trust   50,883     693,536
    National Retail Properties, Inc.   33,270     695,343
       
          2,315,579

  Health Care – 4.3%          
    Medical Properties Trust, Inc.   91,053     921,456

  Hospitality – 15.6%          
    Ashford Hospitality Trust, Inc.   148,030     683,899
    DiamondRock Hospitality Co.   90,000     980,100
    FelCor Lodging Trust, Inc.   70,945     744,922
    Hersha Hospitality Trust   121,200     915,060
       
          3,323,981

  Industrial – 3.8%          
    First Industrial Realty Trust, Inc.   29,730     816,683

  Manufactured Homes – 4.1%          
    Sun Communities, Inc.   48,317     880,819

  Mortgage – 1.8%          
    Gramercy Capital Corp.   32,262     373,917

  Office – 6.2%          
    Brandywine Realty Trust   15,000     236,400
    Parkway Properties, Inc.   32,000     1,079,360
       
          1,315,760

  Retail – 21.3%          
    CBL & Associates Properties, Inc.   25,200     575,568
    Cedar Shopping Centers, Inc.   81,550     955,766
    Developers Diversified Realty Corp.   29,400     1,020,474
    Glimcher Realty Trust   54,100     604,838
    Pennsylvania Real Estate Investment Trust   14,500     335,530
    Ramco-Gershenson Properties Trust   51,251     1,052,695
       
          4,544,871

Total Real Estate Investment Trusts (Cost $17,394,989)         14,493,066

  Other – 2.8%          
    DHT Maritime, Inc.   60,000     601,800

Total Other (Cost $657,282)         601,800

Total Common Stocks (Cost $18,052,271)         15,094,866

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


105



 
Company
  Shares
  Value
 

 
Other Investment Companies – 75.0%            
    Blackrock Enhanced Dividend Achievers Trust   80,766   $ 810,083  
    Blackrock Limited Duration Income Trust   56,150     859,095  
    Blackrock Preferred and Equity Advantage Trust   49,836     759,002  
    Cohen & Steers Advantage Income Realty Fund, Inc.   58,000     857,240  
    Cohen & Steers Premium Income Realty Fund, Inc.   47,376     712,535  
    Cohen & Steers REIT and Preferred Income Fund, Inc.   39,000     744,900  
    Cohen & Steers REIT and Utility Income Fund, Inc.   65,384     1,146,836  
    DWS Dreman Value Income Edge Fund, Inc.   79,070     1,058,747  
    DWS RREEF Real Estate Fund II, Inc.   94,150     1,084,608  
    Eaton Vance Enhanced Equity Income Fund   51,871     906,705  
    Eaton Vance Enhanced Equity Income Fund II   20,100     344,916  
    Eaton Vance Senior Floating-Rate Fund   20,000     286,000  
    Flaherty & Crumrine/ Claymore Preferred Securities Income Fund, Inc.   55,744     777,072  
    ING Global Equity Dividend & Premium Opportunity Fund   14,800     234,284  
    LMP Capital and Income Fund, Inc.   60,144     929,225  
    LMP Real Estate Income Fund, Inc.   52,172     798,232  
    Neuberger Berman Real Estate Securities Income Fund, Inc.   84,540     790,449  
    Nicholas-Applegate Convertible & Income Fund II   53,804     621,436  
    Nuveen Floating Rate Income Fund   31,885     344,358  
    Nuveen Real Estate Income Fund   3,700     54,760  
    Pioneer Floating Rate Trust   53,431     735,745  
    The Zweig Total Return Fund, Inc.   84,877     375,156  
    Western Asset Emerging Markets Debt Fund, Inc.   45,473     786,228  

 
Total Other Investment Companies (Cost $17,049,942)         16,017,612  

 
Short-Term Investments – 0.4%            
  Other Investment Companies – 0.4%            
    Dreyfus Cash Management, Institutional Shares, 2.66% (a) (Cost $92,284)   92,284     92,284  

 
Total Investments – 146.1% (Cost $35,194,497)         31,204,762  

 
Other assets less liabilities – 0.7%         152,392  
Preferred Shares, at liquidation preference – (46.8)%         (10,000,000 )

 
Net Assets applicable to common shareholders – 100%       $ 21,357,154  

 
Notes to Portfolio of Investments  
(a)    Rate reflects 7 day yield as of June 30, 2008.  

See notes to financial statements.


106



RMR Dividend Capture Fund
Financial Statements

Statement of Assets and Liabilities


 
June 30, 2008 (unaudited)
   
 

 
Assets        
  Investments in securities, at value (cost $35,194,497)   $ 31,204,762  
  Cash     217  
  Dividends and interest receivable     251,647  
  Other assets     4,511  
   
 
    Total assets     31,461,137  
   
 
Liabilities        
  Advisory fee payable     27,772  
  Distributions payable – preferred shares     8,068  
  Accrued expenses and other liabilities     68,143  
   
 
    Total liabilities     103,983  
   
 
Preferred shares, at liquidation preference        
  Auction preferred shares, Series F; $.001 par value per share;
400 shares issued and outstanding at
$25,000 per share liquidation preference
    10,000,000  
   
 
Net assets attributable to common shares   $ 21,357,154  
   
 
Composition of net assets        
  Common shares, $.001 par value per share;
unlimited number of shares authorized,
1,255,000 shares issued and outstanding
  $ 1,255  
  Additional paid-in capital     23,700,745  
  Undistributed net investment income     743,630  
  Accumulated net realized gain on investment transactions     901,259  
  Net unrealized depreciation on investments     (3,989,735 )
   
 
Net assets attributable to common shares   $ 21,357,154  
   
 
Net asset value per share attributable to common shares
(based on 1,255,000 common shares outstanding)
  $ 17.02  
   
 

See notes to financial statements.


107



RMR Dividend Capture Fund
Financial Statements
– continued

Statement of Operations


 
Six Months Ended June 30, 2008 (unaudited)
   
 

 
Investment Income        
  Dividends (cash distributions received or due)   $ 1,794,235  
  Interest     59,564  
   
 
    Total investment income     1,853,799  
   
 
Expenses        
  Advisory     156,547  
  Administrative     49,418  
  Audit and legal     46,775  
  Custodian     23,808  
  Shareholder reporting     17,745  
  Compliance and internal audit     17,344  
  Trustees' fees and expenses     8,900  
  Other     30,396  
   
 
    Total expenses     350,933  
   
 
      Net investment income     1,502,866  
   
 
Realized and unrealized gain (loss) on investments        
  Net realized gain on investments     814,114  
  Net change in unrealized appreciation/(depreciation) on investments     (3,131,690 )
   
 
  Net realized and unrealized loss on investments     (2,317,576 )
   
 
  Distributions to preferred shareholders from net investment income     (172,044 )
   
 
    Net decrease in net assets attributable to common shares resulting from operations   $ (986,754 )
   
 

See notes to financial statements.


108



RMR Dividend Capture Fund
Financial Statements
– continued

Statements of Changes in Net Assets


 
 
  Six Months Ended
June 30,
2008
(unaudited)

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

 

 
Increase (decrease) in net assets resulting from operations              
  Net investment income   $ 1,502,866   $ 241,148  
  Net realized gain on investments     814,114     87,145  
  Net change in unrealized appreciation/(depreciation) on investments     (3,131,690 )   (858,045 )
  Distributions to preferred shareholders from:              
    Net investment income     (172,044 )    
   
 
 
      Net decrease in net assets attributable to common shares resulting from operations     (986,754 )   (529,752 )
   
 
 
  Distributions to common shareholders from:              
    Net investment income     (838,340 )    
Capital shares transactions              
  Net proceeds from sale of common shares         23,872,000  
  Net proceeds from sale of preferred shares     9,740,000      
   
 
 
    Net increase from capital transactions     9,740,000     23,872,000  
  Less: Liquidation preference of preferred shares issued     (10,000,000 )    
   
 
 
    Total increase (decrease) in net assets attributable to common shares     (2,085,094 )   23,342,248  
Net assets attributable to common shares              
  Beginning of period     23,442,248     100,000  
   
 
 
  End of period (including undistributed net investment income of $743,630 and $251,148, respectively)   $ 21,357,154   $ 23,442,248  
   
 
 
Common shares issued and repurchased              
  Shares outstanding, beginning of period     1,255,000     5,000  
    Shares issued         1,250,000  
   
 
 
  Shares outstanding, end of period     1,255,000     1,255,000  
   
 
 

(a) Commencement of operations.

See notes to financial statements.


109


RMR Dividend Capture Fund
Financial Highlights

Selected Data For A Common Share Outstanding Throughout Each Period


 
 
  Six Months Ended
June 30,
2008
(unaudited)

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

 

 
Per Common Share Operating Performance (b)              
Net asset value, beginning of period   $ 18.68   $ 19.14 (c)
   
 
 
Income from Investment Operations              
Net investment income     1.20 (d)   .19  
Net realized and unrealized appreciation/(depreciation) on investments     (1.92 )(d)   (.61 )
Distributions to preferred shareholders (common stock equivalent basis) from:              
  Net investment income     (.14 )(d)    
   
 
 
Net decrease in net asset value from operations     (.86 )   (.42 )
Less: Distributions to common shareholders from:              
  Net investment income     (.67 )(d)    

Common share offering costs charged to capital

 

 


 

 

(.04

)
Preferred share offering costs charged to capital     (.13 )    
   
 
 
Net asset value, end of period   $ 17.02   $ 18.68  
   
 
 
Market price, beginning of period   $ 20.00   $ 20.00  
   
 
 
Market price, end of period   $ 17.29   $ 20.00  
   
 
 

 
Total Return (e)              
Total investment return based on:              
  Market price (f)     (10.13 )%   0.00 %
  Net asset value (f)     (5.65 )%   (2.20 )%

 
Ratios/Supplemental Data:              
Ratio to average net assets attributable to common shares (g) of:              
  Net investment income, before total preferred share distributions     12.73 %(d)   30.71 %
  Total preferred share distributions     1.46 %   0.00 %
  Net investment income, net of preferred share distributions     11.27 %(d)   30.71 %
  Expenses     2.97 %   10.21 %
Portfolio Turnover Rate     97.60 %   0.00 %
Net assets attributable to common shares, end of period (000s)   $ 21,357   $ 23,442  
Preferred shares, liquidation preference ($25,000 per share) (000s)   $ 10,000   $  
Asset coverage per preferred share (h)   $ 78,393   $  
(a)
Commencement of operations.
(b)
Based on average shares outstanding.
(c)
Net asset value at December 12, 2007, reflects the deduction of the average sales load and 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 RMR Advisors for $20.00 per share.
(d)
As discussed in Note A (8) to the financial statements, these amounts are subject to change to the extent 2008 distributions by the issuers of the Fund's investments are characterized as capital gains and return of capital.
(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 on 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.
(g)
Annualized.
(h)
Asset coverage per share equals net assets attributable to common shares plus the liquidation preference of the preferred shares divided by the total number of preferred shares outstanding at the end of the period.

See notes to financial statements.


110



RMR Dividend Capture Fund
Notes to Financial Statements

June 30, 2008 (unaudited)

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, or the 1940 Act, 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)  Interim Financial Statements

The accompanying June 30, 2008 financial statements have been prepared without audit. The Fund believes that disclosures made are adequate to make the information presented not misleading. In the opinion of the Fund's management, all adjustments, which include normal recurring adjustments considered necessary for a fair presentation, have been included. The Fund's operating results for this interim period are not necessarily indicative of the results that may be expected on an annual basis in the future.

(3)  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 particularly for reasons described in Note A (8), and for other reasons.

(4)  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 average of the closing bid and ask prices 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 plus interest accrued, which approximates market value.


111


(5)  Fair Value Measurements

The Fund has adopted the provisions of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements, or FAS 157, effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market for the investment. FAS 157 established a three tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk; for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below.

Level 1 – quoted prices in active markets for identical investments

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, credit risk, etc.)

Level 3 – significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments)

The valuation techniques used by the Fund to measure fair value during the six months ended June 30, 2008 maximized the use of observable inputs and minimized the use of unobservable inputs. The Fund did not fair value any of its securities.

The following is a summary of the inputs used as of June 30, 2008 in valuing the Fund's investments carried at value:

Valuation Inputs
  Investments in
Securities

Level 1 – Quoted prices   $ 31,204,762
Level 2 – Other significant observable inputs    
Level 3 – Significant unobservable inputs    
   
Total   $ 31,204,762
   

There were no investments in securities characterized as level 3 as of December 31, 2007, or June 30, 2008.

(6)  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


112


accretion of discount on short term investments, is recorded on the accrual basis. Realized gains and losses from securities transactions are recorded on an identified cost basis.

(7)  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 each year.

(8)  Distributable Earnings

The Fund earns income, net of expenses, daily on its investments. It is the policy of the Fund to pay a stable distribution amount to common shareholders on a monthly basis and distributions to Fund shareholders are declared pursuant to this policy. On July 11, 2008, the Fund declared regular monthly distributions of $0.167 per common share payable in July, August and September 2008. Distributions to shareholders are recorded on the ex-dividend date. The Fund's distributions may consist of ordinary income (net investment income and short term capital gains), long term capital gains and return of capital. To the extent the Fund's net realized capital gains, if any, can be offset by capital loss carry-forwards, it is the policy of the Fund not to distribute such gains. Distributions to preferred shareholders are determined as described in Note D.

The Fund has substantial investments in real estate investment trusts, or REITs, and closed end investment management companies which are generally not subject to federal income taxes. Distributions that the Fund receives from these investments can be classified as ordinary income, capital gain income or return of capital by the issuers that make these distributions to the Fund. However, it is not possible to characterize distributions received from these investments during interim periods because the issuers do not report their tax characterization until subsequent to year end. Final characterization of the Fund's 2008 distributions to shareholders is also dependent upon the magnitude or timing of the Fund's securities transactions prior to year end. Therefore it is likely that some portion of the Fund's 2008 investment income and distributions to shareholders will be recharacterized as long term capital gain and return of capital for financial statement and federal income tax purposes subsequent to year end and reflected accordingly in the Fund's year end financial statements.

Although subject to adjustments, the cost, gross unrealized appreciation and unrealized depreciation of the Fund's investments for federal income tax purposes as of June 30, 2008, are as follows:

Cost   $ 35,194,497  
   
 
Gross unrealized appreciation   $ 32,576  
Gross unrealized depreciation     (4,022,311 )
   
 
Net unrealized appreciation/(depreciation)   $ (3,989,735 )
   
 

(9)  Concentration of Risk

Under normal market conditions, the Fund's investments are concentrated in income producing common shares, preferred shares and debt securities, including convertible preferred and debt securities, issued by real estate companies and REITs and common shares of closed end investment management companies. The value of Fund shares may fluctuate more than the shares of a fund not concentrated in the real estate industry due to


113


economic, legal, regulatory, technological or other developments affecting the United States real estate industry. Some of the closed end investment management companies in which the Fund invests may invest substantially all of their managed assets in one sector including real estate, and therefore carry the risk of that particular sector or industry group.

Note B

Advisory and Administration Agreements and Other Transactions with Affiliates

The Fund has an advisory agreement with RMR Advisors, Inc., or RMR Advisors, to provide the Fund with a continuous investment program, to make day-to-day investment decisions and to generally manage the business affairs of the Fund in accordance with its investment objectives and policies. Pursuant to the agreement, RMR Advisors is compensated at an annual rate of 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 purposes of calculating managed assets, the liquidation preference of preferred shares is not considered a liability.

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 $49,418 of subadministrative fees charged by State Street for the six months ended June 30, 2008.

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 attendance fees for board and committee meetings. The Fund incurred $8,900 of trustee fees and expenses during the six months ended June 30, 2008.

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 $17,344 of compliance and internal audit expense during the six months ended June 30, 2008. 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 $5,276 of insurance expense during the six months ended June 30, 2008.

Note C

Securities Transactions

During the six months ended June 30, 2008, there were purchases and sales transactions (excluding short term securities) of $40,012,692 and $26,979,939 respectively. Brokerage commissions on securities transactions amounted to $98,649 during the six months ended June 30, 2008.


114



Note D

Preferred Shares

The Fund's 400 outstanding Series F auction preferred shares have a liquidation preference of $25,000 per share plus an amount equal to accumulated but unpaid distributions. The preferred shares are senior to the Fund's common shares and rank on parity with any other class or series of preferred shares of the Fund as to the payment of periodic distributions, including distribution of assets upon liquidation. If the Fund does not timely cure a failure to (1) maintain asset coverage for the preferred shares as required by rating agencies, or (2) maintain asset coverage, as defined in the 1940 Act, of at least 200%, the preferred shares will be subject to redemption in an amount equal to their liquidation preference plus accumulated but unpaid distributions. The holders of the preferred shares have voting rights equal to the holders of the Fund's common shares and generally vote together with the holders of the common shares as a single class. Holders of the preferred shares, voting as a separate class, also are entitled to elect two of the Fund's trustees. The Fund pays distributions on the preferred shares at a rate set at auctions held generally every seven days. Distributions are generally payable every seven days, on the first business day following the end of a distribution period. The preferred share distribution rate was 4.15% per annum as of June 30, 2008.

To date, no auctions for preferred securities of the Fund have failed to attract sufficient clearing bids. However, an affiliate of the Fund's lead broker-dealer for its preferred securities has purchased a significant amount of the Fund's preferred securities in the auctions. If this affiliate of the Fund's lead broker-dealer had not been supporting the Fund's auctions, the auctions likely would have failed and holders of the Fund's preferred shares would not have been able to sell their preferred shares in the auctions. There can be no assurance that this or any other affiliate of the Fund's lead broker-dealer would purchase Fund preferred shares in any future auction of Fund preferred securities or that the Fund will not have any auction for its preferred securities fail. If an auction of the Fund's preferred shares should fail, the dividend rate for the next succeeding dividend period is set according to a pre-determined formula, and the resulting rate may be higher than the rate which the Fund would otherwise pay as a result of a successful auction. In addition, if an auction fails, holders of the Fund's preferred shares may not be able to sell their preferred shares in that auction. If auctions for the Fund's preferred shares fail, or if market conditions generally frustrate the Fund's ability to enhance investment results through the investment of capital attributable to its outstanding preferred shares, such factors may necessitate a change in the form and/or amount of investment leverage used by the Fund. The Fund has no current intention to change the form or degree of investment leverage that it uses. The use of alternative forms of leverage and/or a reduction in the degree of investment leverage used by the Fund in its investment program could result in reduced investment returns for common shareholders as compared to the returns that historically have been achieved by the Fund through the use of preferred share leverage in favorable market conditions. The Fund proactively manages compliance with asset coverage and other financial ratio requirements applicable to the preferred shares. In order to facilitate compliance with such requirements, and without further notice of its intention to do so, the Fund may from time to time purchase or otherwise acquire its outstanding preferred shares in the open market, in other nondiscriminatory secondary market transactions, pursuant to tender offers or other offers to repurchase preferred shares, or in other permissible purchase transactions, and also may from time to time call or redeem preferred shares in accordance with their terms.


115



Note E

Submission of Proposals to a Vote of Shareholders

The annual meeting of Fund shareholders was held on April 7, 2008. Following is a summary of the proposal submitted to shareholders for vote at the meeting and votes cast:

Proposal
  Votes for
  Votes withheld
  Votes abstained
Common and Preferred Shares            
  Election of John L. Harrington as Independent Trustee until the 2011 annual meeting.   1,040,290   700  

The following trustees' terms of office as trustee continued after the Fund's annual meeting: Barry M. Portnoy, Gerard M. Martin, Frank J. Bailey and Arthur G. Koumantzelis.


116


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
June 30, 2008

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), RMR Asia Real Estate Fund (RAF) and RMR Dividend Capture Fund (RCR) are each referred to as a "Fund" or collectively as the "Funds".

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 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.


117



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 by each Fund during the most recent 12 month period ended June 30, 2008, 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 on its website at www.rmrfunds.com .

Certifications

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


118



 

 

 

 

 

 

 

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Item 2.    Code of Ethics.

         The information is only required for the annual report on Form N-CSR.

Item 3.    Audit Committee Financial Expert.

         The information is only required for the annual report on Form N-CSR.

Item 4.    Principal Accountant Fees and Services.

         The information is only required for the annual report on Form N-CSR.

Item 5.    Audit Committee of Listed Registrants.

         The information is only required for the annual report on Form N-CSR.

Item 6.    Schedule of Investments.

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

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

         The information is only required for the annual report on Form N-CSR.

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

         The information is only required for the annual report on Form N-CSR.

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

        During the six months ended June 30, 2008, there were no purchases made by or on behalf of the registrant or any "affiliated purchaser" as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (17 CFR 240.10b-18(a)(3)), of shares of the registrant's equity securities that are registered by the registrant pursuant to Section 12 of the Exchange Act.

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

        Effective February 20, 2008, no shareholder may give a notice to the registrant's secretary of a nomination to the registrant's board of trustees unless such shareholder holds a certificate or certificates, as the case may be, for all registrant shares owned by such shareholder, and a copy of each such certificate shall accompany such shareholder's notice to the secretary in order for such notice to be effective.

Item 11.    Controls and Procedures.

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

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

Item 12.    Exhibits.

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

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


SIGNATURES

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

RMR DIVIDEND CAPTURE FUND    

By:

 

/s/ 
ADAM D. PORTNOY

Adam D. Portnoy
President
Date: August 28, 2008

 

 

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


By:

 

/s/ 
ADAM D. PORTNOY

Adam D. Portnoy
President
Date: August 28, 2008

 

 

By:

 

/s/ 
MARK L. KLEIFGES

Mark L. Kleifges
Treasurer
Date: August 28, 2008

 

 



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NOTICE CONCERNING LIMITED LIABILITY
RMR Real Estate Fund Financial Statements
RMR Real Estate Fund Financial Statements – continued
RMR Real Estate Fund Financial Statements – continued
RMR Real Estate Fund Notes to Financial Statements June 30, 2008 (unaudited)
RMR Hospitality and Real Estate Fund Financial Statements
RMR Hospitality and Real Estate Fund Financial Statements – continued
RMR Hospitality and Real Estate Fund Financial Statements – continued
RMR Hospitality and Real Estate Fund Financial Highlights
RMR Hospitality and Real Estate Fund Notes to Financial Statements June 30, 2008 (unaudited)
RMR F.I.R.E. Fund Financial Statements
RMR F.I.R.E. Fund Financial Statements – continued
RMR F.I.R.E. Fund Financial Statements – continued
RMR F.I.R.E. Fund Notes to Financial Statements June 30, 2008 (unaudited)
RMR Preferred Dividend Fund Financial Statements
RMR Preferred Dividend Fund Financial Statements – continued
RMR Preferred Dividend Fund Financial Statements – continued
RMR Preferred Dividend Fund Notes to Financial Statements June 30, 2008 (unaudited)
RMR Asia Pacific Real Estate Fund Financial Statements
RMR Asia Pacific Real Estate Fund Financial Highlights
RMR Asia Pacific Real Estate Fund Notes to Financial Statements June 30, 2008 (unaudited)
RMR Asia Real Estate Fund Financial Statements
RMR Asia Real Estate Fund Notes to Financial Statements June 30, 2008 (unaudited)
RMR Dividend Capture Fund Financial Statements
RMR Dividend Capture Fund Financial Statements – continued
RMR Dividend Capture Fund Financial Statements – continued
RMR Dividend Capture Fund Notes to Financial Statements June 30, 2008 (unaudited)
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Rmr Div Cptre FD Common Shrs (AMEX:RCR)
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