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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: 811-21502
RMR HOSPITALITY AND REAL ESTATE FUND
(Exact name of registrant as specified in charter)
400 CENTRE STREET
NEWTON, MASSACHUSETTS 02458
(Address of principal executive offices)(Zip code)
(Name and Address of Agent for Service)
Adam D. Portnoy, President
RMR Hospitality and Real Estate Fund
400 Centre Street
Newton, Massachusetts 02458
Copy to:
Robert N. Hickey, Esq.
Sullivan & Worcester LLP
1666 K Street, NW
Washington, DC 20006
Julie A. Tedesco, Esq.
State Street Bank and Trust Company
Two Avenue de Lafayette, 6th Floor
Boston, Massachusetts 02111
Registrant's telephone number, including area code: (617) 332-9530
Date of fiscal year end: December 31
Date of reporting period: June 30, 2007
Item 1. Reports to Shareholders.
SEMI -ANNUAL REPORTS JUNE 30, 2007 |
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
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 1-866-790-3165.
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 AND RMR ASIA REAL ESTATE 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" AND "RMR ASIA REAL ESTATE 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, 2007 | ||
August 15, 2007 |
To our shareholders,
We are pleased to present you with our 2007 semi-annual report for our six 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 70; and
- •
- RMR Asia Real Estate Fund (AMEX: RAF), which began operations in May 2007, beginning on page 84.
We invite you to read through the information contained in this report and to view our website at www.rmrfunds.com.
Sincerely,
Adam D. Portnoy
President
1
RMR Real Estate Fund
June 30, 2007
To our shareholders,
In the pages that follow, you will find data summarizing our financial results for the six months ended June 30, 2007, and our financial position as of June 30, 2007.
Relevant Market Conditions
Real Estate Industry Fundamentals. The operating environment for real estate companies continued to strengthen during the first half of 2007 as occupancy and rental rates trended higher. We expect real estate fundamentals to remain favorable during the second half of the year because of continued strength in the job market, a favorable supply picture (i.e., limited new development completion) and continued demand for commercial real estate properties by both domestic and foreign institutional investors.
Real Estate Industry Technicals. The first half of the year was marked by increased volatility in the REIT market. REITs' share prices were up almost 14% for 2007 through early February driven by continued M&A activity, then gave back all of their gains and more through June, when the REIT market was down 9% on investor concern about a spillover effect from the sub-prime residential meltdown to commercial real estate, and REITs' share prices finished the first half of 2007 down 6%. While we believe volatility will continue during 2007, the pullback in REITs' share prices has resulted in very attractive valuations for the sector. REITs are trading at discounts to estimated net asset value of 10% to 15%, well below the long term average premium of 5% to 7%. We would not be surprised if the level of M&A activity intensifies for the remainder of 2007 given such discounted valuations. Of course M&A activity depends in large part upon the availability of financing. If the liquidity freeze which began in July (as we are writing this report) continues, M&A activity will cease and underlying net asset value and equity valuations may be challenged.
We believe that over the long term demand for real estate securities will continue to increase given the sector's attractive dividend yield and diversification benefits. These should be attractive features to investors as a larger portion of the U.S. population reaches retirement age.
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. Our secondary investment objective is capital appreciation. There can be no assurances that we will meet our investment objectives.
During the first six months of 2007, our total return on net asset value, or NAV (including NAV changes and assuming a hypothetical reinvestment of distributions at NAV), was negative 5.4%. During that same period, the total return for the MSCI US REIT Total Return Index (an unmanaged index of REIT common stocks) was negative 6.5% and the total return for the Merrill Lynch REIT Preferred Index (an unmanaged index of REIT preferred stocks) was 0.4%. We believe these two indices are relevant to us because our investments,
2
excluding short term investments, as of June 30, 2007, included 71% REIT common stocks and 25% 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, 2007 was 6.9%.
Our investment allocation to the diversified and hotel REITs, which accounted for 19% and 13%, respectively of total investments, contributed positively to the fund's performance. We benefited from our holdings in the hospitality REIT sub-sector because of the high level of M&A activity that took place within this sub-sector during the first half of 2007. Highland Hospitality, Equity Inns and Eagle Hospitality, three of our hospitality REIT holdings, were acquired at premiums of approximately 40% over the closing stock price as of the end of 2006. Crescent Real Estate, a diversified REIT, and one of our largest positions in the fund, was acquired at an 18% premium over its year-end 2006 stock price and contributed positively to our performance. Our security selections in the mortgage REITs detracted from our performance as a result of weakness in the sub-prime related stocks. Our biggest losses were in New Century Financial and Novastar Financial, two mortgage REITs with exposure to sub-prime home loans, which were down 98% and 73%, respectively, very shortly after the sub-prime crisis first surfaced in late February of 2007.
Thank you for your continued support. For more information, please view our website, at www.rmrfunds.com.
Sincerely,
Adam D. Portnoy
President
Portfolio holdings by sub-sector as a percentage of investments
(as of June 30, 2007) *
REITs | ||||||
Diversified | 19 | % | ||||
Health care | 15 | % | ||||
Hospitality | 13 | % | ||||
Apartments | 10 | % | ||||
Mortgage | 10 | % | ||||
Others, less than 10% each | 27 | % | ||||
Total REITs | 94 | % | ||||
Other | 4 | % | ||||
Short term investments | 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 agree 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.
3
RMR Real Estate Fund
Portfolio of Investments — June 30, 2007 (unaudited)
Company | Shares | Value | ||||||
---|---|---|---|---|---|---|---|---|
Common Stocks – 102.1% Real Estate Investment Trusts – 97.1% | ||||||||
Apartments – 11.8% | ||||||||
Apartment Investment & Management Co. | 70,100 | $ | 3,534,442 | |||||
Archstone-Smith Trust | 600 | 35,466 | ||||||
Associated Estates Realty Corp. | 105,400 | 1,643,186 | ||||||
AvalonBay Communities, Inc. | 13,000 | 1,545,440 | ||||||
Equity Residential | 49,000 | 2,235,870 | ||||||
Essex Property Trust, Inc. | 2,000 | 232,600 | ||||||
Home Properties, Inc. | 88,800 | 4,611,384 | ||||||
Mid-America Apartment Communities, Inc. | 5,000 | 262,400 | ||||||
UDR, Inc. | 21,000 | 552,300 | ||||||
14,653,088 | ||||||||
Diversified – 26.9% | ||||||||
Colonial Properties Trust | 138,700 | 5,055,615 | ||||||
Cousins Properties, Inc. | 10,100 | 293,001 | ||||||
Crescent Real Estate Equities Co. | 337,500 | 7,573,500 | ||||||
Duke Realty Corp. | 7,000 | 249,690 | ||||||
Franklin Street Properties Corp. | 3,000 | 49,620 | ||||||
iStar Financial, Inc. | 6,000 | 265,980 | ||||||
Lexington Corporate Properties Trust | 383,800 | 7,983,040 | ||||||
Liberty Property Trust | 24,000 | 1,054,320 | ||||||
Mission West Properties, Inc. | 5,000 | 69,700 | ||||||
National Retail Properties, Inc. | 352,700 | 7,710,022 | ||||||
Spirit Finance Corp. | 17,500 | 254,800 | ||||||
Vornado Realty Trust | 26,000 | 2,855,840 | ||||||
Washington Real Estate Investment Trust | 300 | 10,200 | ||||||
33,425,328 | ||||||||
Health Care – 14.5% | ||||||||
Care Investment Trust, Inc. (a) | 28,200 | 387,750 | ||||||
Cogdell Spencer, Inc. | 15,000 | 308,850 | ||||||
Health Care Property Investors, Inc. | 19,080 | 551,984 | ||||||
Health Care REIT, Inc. | 162,600 | 6,562,536 | ||||||
Healthcare Realty Trust, Inc. | 16,200 | 450,036 | ||||||
Medical Properties Trust, Inc. | 64,520 | 853,600 | ||||||
Nationwide Health Properties, Inc. | 257,600 | 7,006,720 | ||||||
OMEGA Healthcare Investors, Inc. | 93,200 | 1,475,356 | ||||||
Universal Health Realty Income Trust | 13,000 | 432,900 | ||||||
18,029,732 | ||||||||
See notes to financial statements and notes to portfolio of investments. |
4
Hospitality – 5.4% | ||||||||
Ashford Hospitality Trust, Inc. | 185,500 | $ | 2,181,480 | |||||
Eagle Hospitality Properties Trust, Inc. | 60,000 | 789,600 | ||||||
Entertainment Properties Trust | 22,000 | 1,183,160 | ||||||
Equity Inns, Inc. | 11,000 | 246,400 | ||||||
FelCor Lodging Trust, Inc. | 17,000 | 442,510 | ||||||
Hersha Hospitality Trust | 6,100 | 72,102 | ||||||
Highland Hospitality Corp. | 7,000 | 134,400 | ||||||
LaSalle Hotel Properties | 7,200 | 312,624 | ||||||
Supertel Hospitality, Inc. | 161,000 | 1,363,670 | ||||||
6,725,946 | ||||||||
Industrial – 8.9% | ||||||||
AMB Property Corp. | 4,000 | 212,880 | ||||||
DCT Industrial Trust, Inc. | 47,500 | 511,100 | ||||||
EastGroup Properties, Inc. | 21,400 | 937,748 | ||||||
First Industrial Realty Trust, Inc. | 211,240 | 8,187,662 | ||||||
ProLogis | 21,000 | 1,194,900 | ||||||
11,044,290 | ||||||||
Manufactured Homes – 1.8% | ||||||||
Sun Communities, Inc. | 75,900 | 2,259,543 | ||||||
Mortgage – 9.7% | ||||||||
Abingdon Investment, Ltd. (b) | 550,000 | 5,214,000 | ||||||
Alesco Financial, Inc. | 558,600 | 4,541,418 | ||||||
American Home Mortgage Investment Corp. | 12,000 | 220,560 | ||||||
American Mortgage Acceptance Co. | 22,800 | 229,140 | ||||||
Anthracite Capital, Inc. | 2,000 | 23,400 | ||||||
Arbor Realty Trust, Inc. | 1,200 | 30,972 | ||||||
CBRE Realty Finance, Inc. | 5,000 | 59,450 | ||||||
Crystal River Capital, Inc. | 26,800 | 650,704 | ||||||
Deerfield Triarc Capital Corp. | 3,000 | 43,890 | ||||||
Newcastle Investment Corp. | 21,600 | 541,512 | ||||||
NorthStar Realty Finance Corp. | 10,000 | 125,100 | ||||||
NovaStar Financial, Inc. | 45,500 | 317,590 | ||||||
Thornburg Mortgage, Inc. | 3,500 | 91,630 | ||||||
12,089,366 | ||||||||
See notes to financial statements and notes to portfolio of investments. |
5
Office – 9.1% | ||||||||
American Financial Realty Trust | 309,100 | $ | 3,189,912 | |||||
Boston Properties, Inc. | 18,000 | 1,838,340 | ||||||
Brandywine Realty Trust | 15,400 | 440,132 | ||||||
Corporate Office Properties Trust | 15,500 | 635,655 | ||||||
Douglas Emmett, Inc. | 12,500 | 309,250 | ||||||
Highwoods Properties, Inc. | 55,000 | 2,062,500 | ||||||
Mack-Cali Realty Corp. | 11,000 | 478,390 | ||||||
Maguire Properties, Inc. | 48,000 | 1,647,840 | ||||||
Parkway Properties, Inc. | 400 | 19,212 | ||||||
SL Green Realty Corp. | 5,000 | 619,450 | ||||||
11,240,681 | ||||||||
Other Financial Services – 0.0% | ||||||||
Friedman Billings Ramsey Group, Inc. | 5,000 | 27,300 | ||||||
Retail – 5.8% | ||||||||
CBL & Associates Properties, Inc. | 36,000 | 1,297,800 | ||||||
Cedar Shopping Centers, Inc. | 5,000 | 71,750 | ||||||
Developers Diversified Realty Corp. | 2,000 | 105,420 | ||||||
Equity One, Inc. | 10,000 | 255,500 | ||||||
Feldman Mall Properties, Inc. | 3,000 | 34,200 | ||||||
Glimcher Realty Trust | 109,400 | 2,735,000 | ||||||
Kimco Realty Corp. | 5,000 | 190,350 | ||||||
Pennsylvania Real Estate Investment Trust | 12,000 | 531,960 | ||||||
Ramco-Gershenson Properties Trust | 3,000 | 107,790 | ||||||
Realty Income Corp. | 18,200 | 458,458 | ||||||
Simon Property Group, Inc. | 12,000 | 1,116,480 | ||||||
Tanger Factory Outlet Centers, Inc. | 5,000 | 187,250 | ||||||
Urstadt Biddle Properties, Inc. | 8,900 | 151,389 | ||||||
7,243,347 | ||||||||
Specialty – 1.0% | ||||||||
Getty Realty Corp. | 32,600 | 856,728 | ||||||
Resource Capital Corp. | 27,500 | 384,450 | ||||||
1,241,178 | ||||||||
See notes to financial statements and notes to portfolio of investments. |
6
Storage – 2.2% | ||||||||
Public Storage, Inc. | 3,000 | $ | 230,460 | |||||
Sovran Self Storage, Inc. | 50,000 | 2,408,000 | ||||||
U-Store-It Trust | 5,000 | 81,950 | ||||||
2,720,410 | ||||||||
Total Real Estate Investment Trusts (Cost $112,898,450) | 120,700,209 | |||||||
Other – 5.0% | ||||||||
American Capital Strategies, Ltd. | 23,500 | 999,220 | ||||||
IndyMac Bancorp, Inc. | 8,000 | 233,360 | ||||||
Iowa Telecommunication Services, Inc. | 50,500 | 1,147,865 | ||||||
KKR Financial Holdings LLC | 15,500 | 386,105 | ||||||
MCG Capital Corp. | 11,000 | 176,220 | ||||||
Meruelo Maddux Properties, Inc. (a) | 24,600 | 200,736 | ||||||
Seaspan Corp. | 48,200 | 1,551,076 | ||||||
Starwood Hotels & Resorts Worldwide, Inc. | 17,000 | 1,140,190 | ||||||
Thomas Properties Group, Inc. | 20,100 | 321,198 | ||||||
Total Other (Cost $5,253,960) | 6,155,970 | |||||||
Total Common Stocks (Cost $118,152,410) | 126,856,179 | |||||||
Preferred Stocks – 34.7% | ||||||||
Real Estate Investment Trusts – 34.7% | ||||||||
Apartments – 1.9% | ||||||||
Apartment Investment & Management Co., Series G | 32,800 | 838,040 | ||||||
Apartment Investment & Management Co., Series T | 60,000 | 1,502,400 | ||||||
2,340,440 | ||||||||
Diversified – 0.2% | ||||||||
Colonial Properties Trust, Series D | 10,000 | 254,300 | ||||||
Health Care – 7.0% | ||||||||
Health Care REIT, Inc., Series G | 20,000 | 595,200 | ||||||
LTC Properties, Inc., Series F | 160,000 | 3,968,000 | ||||||
OMEGA Healthcare Investors Inc., Series D | 160,000 | 4,129,600 | ||||||
8,692,800 | ||||||||
See notes to financial statements and notes to portfolio of investments. |
7
Preferred Stocks – continued Real Estate Investment Trusts – continued | ||||||||
Hospitality – 12.5% | ||||||||
Ashford Hospitality Trust, Series A | 107,900 | $ | 2,773,570 | |||||
Eagle Hospitality Properties Trust, Inc., Series A | 28,000 | 650,440 | ||||||
Equity Inns, Inc., Series B | 34,000 | 806,140 | ||||||
FelCor Lodging Trust, Inc., Series A (c) | 83,000 | 2,108,200 | ||||||
FelCor Lodging Trust, Inc., Series C | 49,200 | 1,233,936 | ||||||
Innkeepers USA Trust, Series C | 120,000 | 2,604,000 | ||||||
Strategic Hotels & Resorts, Inc., Series B | 54,500 | 1,359,775 | ||||||
Winston Hotels, Inc., Series B | 160,000 | 4,059,200 | ||||||
15,595,261 | ||||||||
Manufactured Homes – 5.6% | ||||||||
Affordable Residential Communities, Series A | 280,000 | 6,958,000 | ||||||
Mortgage – 4.4% | ||||||||
Anthracite Capital, Inc., Series D | 24,000 | 559,800 | ||||||
Gramercy Capital Corp., Series A | 80,000 | 1,980,000 | ||||||
RAIT Investment Trust, Series A | 125,000 | 2,920,000 | ||||||
5,459,800 | ||||||||
Office – 0.7% | ||||||||
Corporate Office Properties Trust, Series J | 4,000 | 100,840 | ||||||
Kilroy Realty Corp., Series F | 30,000 | 750,300 | ||||||
851,140 | ||||||||
Retail – 2.4% | ||||||||
Cedar Shopping Centers, Inc., Series A | 24,000 | 627,360 | ||||||
Glimcher Realty Trust, Series F | 20,000 | 508,000 | ||||||
Glimcher Realty Trust, Series G | 50,000 | 1,247,500 | ||||||
The Mills Corp., Series E | 7,100 | 192,126 | ||||||
The Mills Corp., Series G | 17,000 | 449,820 | ||||||
3,024,806 | ||||||||
Total Preferred Stocks (Cost $42,488,455) | 43,176,547 | |||||||
See notes to financial statements and notes to portfolio of investments. |
8
Other Investment Company – 0.0% | ||||||||
LMP Real Estate Income Fund, Inc. (Cost $27,491) | 1,150 | $ | 24,794 | |||||
Short-Term Investments – 2.6% | ||||||||
Other Investment Companies – 2.6% | ||||||||
SSgA Money Market Fund, 4.98% (d) (Cost $3,240,593) | 3,240,593 | 3,240,593 | ||||||
Total Investments – 139.4% (Cost $163,908,949) | 173,298,113 | |||||||
Other assets less liabilities – 0.8% | 1,030,580 | |||||||
Preferred Shares, at liquidation preference – (40.2)% | (50,000,000 | ) | ||||||
Net Assets applicable to common shareholders – 100% | $ | 124,328,693 |
Notes to Portfolio of Investments
- (a)
- As of June 30, 2007, this security had not paid a distribution.
- (b)
- 144A securities. Securities restricted for resale to Qualified Institutional Buyers (4.2% of net assets).
- (c)
- Convertible into common stock.
- (d)
- Rate reflects 7 day yield as of June 30, 2007.
See notes to financial statements.
9
RMR Real Estate Fund
Financial Statements
Statement of Assets and Liabilities
June 30, 2007 (unaudited) | | ||||
---|---|---|---|---|---|
Assets | |||||
Investments in securities, at value (cost $163,908,949) | $ | 173,298,113 | |||
Cash | 11,626 | ||||
Dividends and interest receivable | 1,258,494 | ||||
Other assets | 8,780 | ||||
Total assets | 174,577,013 | ||||
Liabilities | |||||
Advisory fee payable | 88,348 | ||||
Distributions payable – preferred shares | 55,560 | ||||
Accrued expenses and other liabilities | 104,412 | ||||
Total liabilities | 248,320 | ||||
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 | $ | 124,328,693 | |||
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 | 96,510,797 | ||||
Undistributed net investment income | 1,965,660 | ||||
Accumulated net realized gain on investment transactions | 16,456,248 | ||||
Net unrealized appreciation on investments | 9,389,164 | ||||
Net assets attributable to common shares | $ | 124,328,693 | |||
Net asset value per share attributable to common shares (based on 6,824,000 common shares outstanding) | $ | 18.22 | |||
See notes to financial statements.
10
RMR Real Estate Fund
Financial Statements – continued
Statement of Operations
Six Months Ended June 30, 2007 (unaudited) | | ||||||
---|---|---|---|---|---|---|---|
Investment Income | |||||||
Dividends (cash distributions received or due) | $ | 7,318,994 | |||||
Interest | 197,650 | ||||||
Total investment income | 7,516,644 | ||||||
Expenses | |||||||
Advisory | 778,238 | ||||||
Preferred share remarketing | 63,961 | ||||||
Administrative | 53,965 | ||||||
Audit and legal | 46,065 | ||||||
Custodian | 45,482 | ||||||
Shareholder reporting | 25,090 | ||||||
Compliance and internal audit | 22,817 | ||||||
Trustees' fees and expenses | 10,873 | ||||||
Other | 46,787 | ||||||
Total expenses | 1,093,278 | ||||||
Less: expense waived by the Advisor | (228,894 | ) | |||||
Net expenses | 864,384 | ||||||
Net investment income | 6,652,260 | ||||||
Realized and unrealized gain (loss) on investments | |||||||
Net realized gain on investments | 8,006,312 | ||||||
Net change in unrealized appreciation/(depreciation) on investments | (20,464,154 | ) | |||||
Net realized and unrealized loss on investments | (12,457,842 | ) | |||||
Distributions to preferred shareholders from net investment income | (1,274,600 | ) | |||||
Net decrease in net assets attributable to common shares resulting from operations | $ | (7,080,182 | ) | ||||
See notes to financial statements.
11
RMR Real Estate Fund
Financial Statements – continued
Statements of Changes in Net Assets
| Six Months Ended June 30, 2007 (unaudited) | Year Ended December 31, 2006 | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Increase (decrease) in net assets resulting from operations | ||||||||||
Net investment income | $ | 6,652,260 | $ | 6,724,184 | ||||||
Net realized gain on investments | 8,006,312 | 11,075,804 | ||||||||
Net change in unrealized appreciation/(depreciation) on investments | (20,464,154 | ) | 20,905,533 | |||||||
Distributions to preferred shareholders from: | ||||||||||
Net investment income | (1,274,600 | ) | (1,552,028 | ) | ||||||
Net realized gain on investments | — | (813,812 | ) | |||||||
Net increase (decrease) in net assets attributable to common shares resulting from operations | (7,080,182 | ) | 36,339,681 | |||||||
Distributions to common shareholders from: | ||||||||||
Net investment income | (3,412,000 | ) | (5,371,982 | ) | ||||||
Net realized gains on investments | — | (2,816,818 | ) | |||||||
Total increase (decrease) in net assets attributable to common shares | (10,492,182 | ) | 28,150,881 | |||||||
Net assets attributable to common shares | ||||||||||
Beginning of period | 134,820,875 | 106,669,994 | ||||||||
End of period (including undistributed net investment income of $1,965,660 and $0, respectively) | $ | 124,328,693 | $ | 134,820,875 | ||||||
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, 2007 (unaudited) | Year Ended December 31, 2006 | Year Ended December 31, 2005 | Year Ended December 31, 2004 | For the Period December 18, 2003(a) to December 31, 2003 | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Per Common Share Operating Performance (b) | |||||||||||||||||
Net asset value, beginning of period | $ | 19.76 | $ | 15.63 | $ | 16.61 | $ | 14.35 | $ | 14.33 | (c) | ||||||
Income from Investment Operations | |||||||||||||||||
Net investment income (d) | .97 | (e) | .99 | .64 | .47 | .10 | |||||||||||
Net realized and unrealized appreciation/(depreciation) on investments | (1.82 | )(e) | 4.69 | (.08 | ) | 3.11 | (.05 | ) | |||||||||
Distributions to preferred shareholders (common stock equivalent basis) from: | |||||||||||||||||
Net investment income | (.19 | )(e) | (.23 | ) | (.10 | ) | (.05 | ) | — | ||||||||
Net realized gain on investments | — | (e) | (.12 | ) | (.14 | ) | (.05 | ) | — | ||||||||
Net increase (decrease) in net asset value from operations | (1.04 | ) | 5.33 | .32 | 3.48 | .05 | |||||||||||
Less: Distributions to common shareholders from: | |||||||||||||||||
Net investment income | (.50 | )(e) | (.79 | ) | (.54 | ) | (.53 | ) | — | ||||||||
Net realized gain on investments | — | (e) | (.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 | $ | 18.22 | $ | 19.76 | $ | 15.63 | $ | 16.61 | $ | 14.35 | |||||||
Market price, beginning of period | $ | 17.48 | $ | 13.15 | $ | 14.74 | $ | 15.00 | $ | 15.00 | |||||||
Market price, end of period | $ | 15.93 | $ | 17.48 | $ | 13.15 | $ | 14.74 | $ | 15.00 | |||||||
Total Return (f) | |||||||||||||||||
Total investment return based on: | |||||||||||||||||
Market price (g) | (6.19 | )% | 43.77 | % | (1.96 | )% | 6.42 | % | 0.00 | % | |||||||
Net asset value (g) | (5.42 | )% | 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) | 9.96 | %(e)(h) | 5.60 | % | 4.02 | % | 3.22 | % | 27.45 | %(h) | |||||||
Total preferred share distributions | 1.91 | %(h) | 1.97 | % | 1.47 | % | 0.67 | % | 0.00 | %(h) | |||||||
Net investment income, net of preferred share distributions (d) | 8.05 | %(e)(h) | 3.63 | % | 2.55 | % | 2.55 | % | 27.45 | %(h) | |||||||
Expenses, net of fee waivers | 1.29 | %(h) | 1.50 | % | 1.50 | % | 1.69 | % | 2.40 | %(h) | |||||||
Expenses, before fee waivers | 1.64 | %(h) | 1.86 | % | 1.87 | % | 2.05 | % | 2.65 | %(h) | |||||||
Portfolio Turnover Rate | 20.55 | % | 36.20 | % | 22.15 | % | 35.52 | % | 17.49 | % | |||||||
Net assets attributable to common shares, end of period (000s) | $ | 124,329 | $ | 134,821 | $ | 106,670 | $ | 113,357 | $ | 95,776 | |||||||
Preferred shares, liquidation preference ($25,000 per share) (000s) | $ | 50,000 | $ | 50,000 | $ | 50,000 | $ | 50,000 | $ | — | |||||||
Asset coverage per preferred share (i) | $ | 87,164 | $ | 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 or 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 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 per share.
- (d)
- Amounts are net of expenses waived by RMR Advisors.
- (e)
- As discussed in Note A (7) to the financial statements, these amounts are subject to change to the extent 2007 distributions by the issuers of the Fund's investments are characterized as capital gains and return of capital.
- (f)
- Total returns for periods of less than one year are not annualized.
- (g)
- 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.
- (h)
- Annualized.
- (i)
- 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, 2007 (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 non-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, 2007, 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 particularly for reasons described in Note A (7), 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 last available bid price on that day. Securities traded primarily on the NASDAQ Stock Market, or NASDAQ, are normally valued by the Fund at the NASDAQ Official Closing Price, or NOCP, provided by NASDAQ each business day. The NOCP is the most recently reported price as of 4:00:06 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. Because of delays in reporting trades, the NOCP may not be based on the price of the last trade to occur before the market closes. Some fixed income securities may be valued using pricing provided by a pricing service. Any of the Fund's securities which are not readily marketable, which are not traded or which have other characteristics of illiquidity are valued by the Fund at fair value as determined in good faith under the supervision of the Fund's board of trustees. Numerous factors may be considered when determining fair value of a security, including cost at date of purchase, type of security, the nature and duration of restrictions on disposition of the security and whether the issuer of the security being fair valued has other securities of the same type outstanding. Short-term debt securities with less than 60 days until maturity may be valued at cost, which when combined with interest accrued, approximates market value.
(5) 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
14
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.
(6) Federal Taxes
The Fund has qualified and intends to qualify in the future as a "regulated investment company" and to comply with the applicable provisions of subchapter M of the Internal Revenue Code of 1986, as amended, so that it will generally not be subject to federal income tax. However, the Fund may be subject to a 4% excise tax to the extent the Fund does not distribute substantially all taxable earnings each year.
(7) 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 12, 2007, the Fund declared regular monthly distributions of $0.10 per common share payable in August and September, 2007 and a special distribution consisting entirely of long term capital gains of $0.32 per share payable on September 14, 2007. 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 received 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 2007 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 2007 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, 2007, are as follows:
Cost | $ | 163,908,949 | ||
Gross unrealized appreciation | $ | 15,839,686 | ||
Gross unrealized depreciation | (6,450,522 | ) | ||
Net unrealized appreciation/(depreciation) | $ | 9,389,164 | ||
(8) Concentration of Risk
Under normal market conditions, the Fund's investments will be concentrated in income producing common shares, preferred shares and debt securities, including convertible preferred and debt securities, issued by real estate companies and REITs. The value of Fund shares may fluctuate more than the shares of a fund not
15
concentrated in the real estate industry due to economic, legal, regulatory, technological or other developments affecting the United States real estate industry.
(9) Recent Accounting Pronouncements
In June 2006, the Financial Accounting Standards Board, or FASB, issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes", or FIN 48. FIN 48 was effective for the fiscal years beginning after December 15, 2006. The Securities and Exchange Commission delayed the application of FIN 48 to open and closed end funds to not later than June 29, 2007. FIN 48 prescribes how the Fund should recognize, measure and present in the Fund's financial statements uncertain tax provisions that have been taken or expected to be taken in a tax return. Pursuant to FIN 48 the Fund can recognize a tax benefit only if it is "more likely than not" that a particular tax position will be sustained upon examination or audit. To the extent the "more likely than not" standard has been satisfied the benefits associated with a tax position is measured as the largest amount that is greater than 50% likely of being realized upon settlement. As required, the Fund has adopted FIN 48 effective June 29, 2007, and concluded that the effect is not material to its financial statements.
In September 2006, FASB issued Statement of Accounting Standards No. 157, "Fair Value Measurement", or SFAS 157, which is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands required disclosures about fair value measurements. The Fund is currently evaluating the impact, if any, the adoption of SFAS 157 will have on its financial statements.
(10) Other Investment Companies
The Fund may invest in the securities of other investment companies to the extent that such investments are consistent with the Fund's investment objectives and principal investment strategies and permissible under the 1940 Act. Under one provision of the 1940 Act, the Fund may not acquire the securities of other investment companies if, as a result, (i) more than 3% of the total outstanding voting securities of any one investment company would be held by the Fund, (ii) more than 5% of the Fund's total assets would be invested in any one investment company or (iii) more than 10% of the Fund's total assets would be invested in securities of other investment companies. Other provisions of the 1940 Act are less restrictive provided that the Fund is able to meet certain conditions. These limitations do not apply to the acquisition of shares of any investment company in connection with a merger, consolidation, reorganization or acquisition of substantially all of the assets of another investment company and the acquisition of money market instruments. The Fund, as a holder of the securities of other investment companies, will bear its pro rata portion of the other investment companies' expenses, including advisory fees. These expenses will be in addition to the direct expenses incurred by the Fund.
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
16
into for purposes of leverage. For purposes of calculating managed assets, the liquidation preference of preferred shares are not considered liabilities.
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 until December 18, 2008. The Fund incurred net advisory fees of $549,344 during the six months ended June 30, 2007.
RMR Advisors, and not the Fund, has contractually agreed to pay the lead underwriter of the Fund's initial public offering, an annual fee equal to 0.15% of the Fund's managed assets. This fee is paid quarterly in arrears during the term of RMR Advisors' advisory agreement and is paid by RMR Advisors, not the Fund. The aggregate fees paid pursuant to the contract plus reimbursement of legal expenses of the underwriters in that offering will not exceed 4.5% of the total price of the common shares in the initial public offering.
RMR Advisors also performs administrative functions for the Fund pursuant to an administration agreement with the Fund. RMR Advisors has entered into a subadministration agreement with State Street Bank and Trust Company, or State Street, to perform substantially all Fund accounting and other administrative services. Under the administration agreement, RMR Advisors is entitled to reimbursement of the cost of providing administrative services. The Fund reimbursed RMR Advisors for $53,965 of subadministrative fees charged by State Street for the six months ended June 30, 2007.
Each trustee who is not a director, officer or employee of RMR Advisors and who is not an "interested person" of the Fund as defined under the 1940 Act is considered to be a "disinterested trustee". Disinterested trustees are each paid by the Fund an annual fee plus fees for board and committee meetings. The Fund incurred $10,873 of trustee fees and expenses during the six months ended June 30, 2007.
The Fund's board of trustees and separately the disinterested trustees authorized the Fund to make reimbursement payments to RMR Advisors for costs related to the Fund's compliance and internal audit programs. The Fund incurred $22,817 of compliance and internal audit expense during the six months ended June 30, 2007. The Fund also participates in pooled insurance programs with RMR Advisors and other funds managed by RMR Advisors and makes payments of allocated portions of related premiums. The Fund incurred $11,511 of insurance expense during the six months ended June 30, 2007.
Note C
Securities Transactions
During the six months ended June 30, 2007, there were purchases and sales transactions (excluding short term securities) of $40,097,185 and $36,263,466, respectively. Brokerage commissions on securities transactions amounted to $38,449 during the six months ended June 30, 2007.
Note D
Preferred Shares
The Fund's 2,000 outstanding Series T auction preferred shares have a liquidation preference of $25,000 per share plus an amount equal to accumulated but unpaid distributions. The preferred shares are senior to the Fund's common shares and rank on parity with any other class or series of preferred shares of the Fund as to the payment of periodic distributions, including distribution of assets upon liquidation. If the Fund does not
17
timely cure a failure to (1) maintain asset coverage for the preferred shares as required by rating agencies, or (2) maintain asset coverage, as defined in the 1940 Act, of at least 200%, the preferred shares will be subject to redemption in an amount equal to their liquidation preference plus accumulated but unpaid distributions. The holders of the preferred shares have voting rights equal to the holders of the Fund's common shares and generally vote together with the holders of the common shares as a single class. Holders of the preferred shares, voting as a separate class, also are entitled to elect two of the Fund's trustees. The Fund pays distributions on the preferred shares at a rate set at auctions held generally every seven days. Distributions are generally payable every seven days, on the first business day following the end of a distribution period. The preferred share distribution rate was 5.00% per annum as of June 30, 2007.
Note E
Submission of Proposals to a Vote of Shareholders
The annual meeting of Fund shareholders was held on May 8, 2007. Following is a summary of the proposals submitted to shareholders for vote at the meeting and votes cast:
Proposal | Votes for | Votes withheld | Votes abstained | ||||
---|---|---|---|---|---|---|---|
Common and Preferred shares | |||||||
Election of Arthur G. Koumantzelis as trustee until the 2010 annual meeting. | 6,353,394 | 164,448 | — | ||||
Preferred shares | |||||||
Election of Barry M. Portnoy as trustee until the 2010 annual meeting. | 1,980 | 18 | — |
Proposal | Votes for | Votes against | Votes abstained | Broker Non-Vote | |||||
---|---|---|---|---|---|---|---|---|---|
Common and Preferred shares | |||||||||
Amendment to declaration of trust to explicitly provide that any shareholder that breaches the Fund's declaration of trust or bylaws will indemnify and hold harmless the Fund (and, if applicable, any charitable trustee) from and against all costs, expenses, penalties, fines and other amounts, including attorneys' and other professional fees, arising from the shareholder's breach, together with interest on such amounts. | 2,240,930 | 202,129 | 59,015 | 4,015,688 |
18
Note F
Portfolio Management Changes
On May 21, 2007, Fernando Diaz and Adam D. Portnoy were appointed co-portfolio managers for the RMR Funds which invest in U.S. domestic securities: RMR Real Estate Fund, RMR Hospitality and Real Estate Fund, RMR F.I.R.E. Fund and RMR Preferred Dividend Fund. Barry M. Portnoy remains a co-portfolio manager for these Funds. Mr. Diaz joined RMR Advisors as a Vice President on May 21, 2007. He also serves as Vice President of each of the RMR Funds. Mr. Adam Portnoy has been with RMR Advisors since 2004 and serves as its President. He also serves as President of each of the RMR Funds.
19
RMR Hospitality and Real Estate Fund
June 30, 2007
To our shareholders,
In the pages that follow, you will find data summarizing our financial results for the six months ended June 30, 2007, and our financial position as of June 30, 2007.
Relevant Market Conditions
Hospitality Industry Fundamentals. We expect operating fundamentals to remain sound for the remainder of 2007 despite moderating growth in revenue per available room, or RevPAR, and accelerating supply (i.e., new hotel openings) growth. Business transient and group demand remains strong and demand from leisure travelers is still intact, helped by healthy consumer spending and a weaker dollar which has encouraged higher demand from foreign travelers. Privatizations continued during the first half of the year with four publicly traded hospitality REITs taken private; such activity serves as an indication of a valuation discrepancy between the public and private markets.
Real Estate Industry Fundamentals. The operating environment for real estate companies continued to strengthen during the first half of 2007 as occupancy and rental rates trended higher. We expect real estate fundamentals to remain favorable during the second half of the year because of continued strength in the job market, a favorable supply picture (i.e., limited new development completion) and continued demand for commercial real estate properties by both domestic and foreign institutional investors.
Real Estate Industry Technicals. The first half of the year was marked by increased volatility in the REIT market. REITs' share prices were up almost 14% for 2007 through early February driven by continued M&A activity, then gave back all of their gains and more through June, when the REIT market was down 9% on investor concern about a spillover effect from the sub-prime residential meltdown to commercial real estate, and REITs' share prices finished the first half of 2007 down 6%. While we believe volatility will continue during 2007, the pullback in REITs' share prices has resulted in very attractive valuations for the sector. REITs are trading at discounts to estimated net asset value of 10% to 15%, well below the long term average premium of 5% to 7%. We would not be surprised if the level of M&A activity intensifies for the remainder of 2007 given such discounted valuations. Of course M&A activity depends in large part upon the availability of financing. If the liquidity freeze which began in July (as we are writing this report) continues, M&A activity will cease and underlying net asset value and equity valuations may be challenged.
We believe that over the long term demand for real estate securities will continue to increase given the sector's attractive dividend yield and diversification benefits. These should be attractive features to investors as a larger portion of the U.S. population reaches retirement age.
20
Fund Strategies, Techniques and Performance
Our primary objective is to earn and pay to our common shareholders a high level of current income by investing in hospitality and real estate companies. Our secondary objective is capital appreciation. There can be no assurance that we will achieve our investment objectives.
During the first six months of 2007, our total return on net asset value, or NAV (including NAV changes and assuming a hypothetical reinvestment of distributions at NAV), was negative 4.5%. During that same period, the total return for the MSCI US REIT Total Return Index (an unmanaged index of REIT common stocks) was negative 6.5% and the total return for the Merrill Lynch REIT Preferred Index (an unmanaged index of REIT preferred stocks) was 0.4%. We believe these two indices are relevant to us because our investments, excluding short term investments, as of June 30, 2007, included 60% REIT common stocks and 31% 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 first six months of 2007 was 6.9%.
Our investment allocation to hospitality and diversified REITs, which accounted for 35% and 16%, respectively of total investments, contributed positively to the fund's performance. We benefited from our holdings in hospitality REITs because of the high level of M&A activity that took place within this sub-sector during the first half of 2007. Three of our five hotel holdings, Highland Hospitality, Equity Inns and Eagle Hospitality were acquired at premiums of approximately 40% over the closing stock price as of the end of 2006; our other two hotel holdings; Innkeepers and Winston Hotels, were acquired at premiums of approximately 15%. Crescent Real Estate, a diversified REIT and one of our largest positions in the fund, was acquired at an 18% premium over its year end 2006 stock price and contributed positively to our performance. Our security selections in the mortgage REITs detracted from our performance as a result of weakness in the sub-prime related stocks. Our biggest losses were in New Century Financial and Novastar Financial, two mortgage REITs with exposure to sub-prime home loans, which were down 98% and 73%, respectively, very shortly after the sub-prime crisis first surfaced in late February of 2007.
Thank you for your continued support. For more information, please view our website, at www.rmrfunds.com.
Sincerely,
Adam D. Portnoy
President
21
Portfolio holdings by sub-sector as a percentage of investments
(as of June 30, 2007) *
| | |||
---|---|---|---|---|
Hospitality real estate | 35 | % | ||
Diversified real estate | 16 | % | ||
Office real estate | 12 | % | ||
Health care real estate | 11 | % | ||
Others, less than 10% each | 24 | % | ||
Short term investments | 2 | % | ||
Total investments | 100 | % | ||
REITs | 89 | % | ||
Other | 9 | % | ||
Short term investments | 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 agree 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.
22
RMR Hospitality and Real Estate Fund
Portfolio of Investments – June 30, 2007 (unaudited)
Company | Shares | Value | |||||
---|---|---|---|---|---|---|---|
Common Stocks – 90.3% | |||||||
Real Estate Investment Trusts – 85.8% | |||||||
Apartments – 5.9% | |||||||
Apartment Investment & Management Co. | 36,200 | $ | 1,825,204 | ||||
Associated Estates Realty Corp. | 5,600 | 87,304 | |||||
Equity Residential | 8,000 | 365,040 | |||||
Essex Property Trust, Inc. | 2,000 | 232,600 | |||||
Home Properties, Inc. | 10,500 | 545,265 | |||||
UDR, Inc. | 18,100 | 476,030 | |||||
3,531,443 | |||||||
Diversified – 21.2% | |||||||
Colonial Properties Trust | 85,900 | 3,131,055 | |||||
Cousins Properties, Inc. | 10,000 | 290,100 | |||||
Crescent Real Estate Equities Co. | 105,100 | 2,358,444 | |||||
Franklin Street Properties Corp. | 3,000 | 49,620 | |||||
iStar Financial, Inc. | 6,000 | 265,980 | |||||
Lexington Corporate Properties Trust | 128,800 | 2,679,040 | |||||
Liberty Property Trust | 26,000 | 1,142,180 | |||||
Mission West Properties, Inc. | 3,000 | 41,820 | |||||
National Retail Properties, Inc. | 105,850 | 2,313,881 | |||||
Spirit Finance Corp. | 12,500 | 182,000 | |||||
Vornado Realty Trust | 2,000 | 219,680 | |||||
Washington Real Estate Investment Trust | 300 | 10,200 | |||||
12,684,000 | |||||||
Health Care – 11.1% | |||||||
Care Investment Trust, Inc. (a) | 14,100 | 193,875 | |||||
Health Care Property Investors, Inc. | 6,770 | 195,856 | |||||
Health Care REIT, Inc. | 75,740 | 3,056,866 | |||||
Healthcare Realty Trust, Inc. | 9,300 | 258,354 | |||||
Medical Properties Trust, Inc. | 26,020 | 344,245 | |||||
Nationwide Health Properties, Inc. | 86,000 | 2,339,200 | |||||
OMEGA Healthcare Investors, Inc. | 5,000 | 79,150 | |||||
Universal Health Realty Income Trust | 5,000 | 166,500 | |||||
6,634,046 | |||||||
Hospitality – 17.1% | |||||||
Ashford Hospitality Trust, Inc. | 140,000 | 1,646,400 | |||||
Eagle Hospitality Properties Trust, Inc. | 51,000 | 671,160 | |||||
Entertainment Properties Trust | 18,800 | 1,011,064 | |||||
Equity Inns, Inc. | 62,200 | 1,393,280 | |||||
FelCor Lodging Trust, Inc. | 20,000 | 520,600 | |||||
Hersha Hospitality Trust | 38,100 | 450,342 | |||||
Host Hotels & Resorts, Inc. | 24,000 | 554,880 | |||||
Innkeepers USA Trust | 18,200 | 322,686 | |||||
LaSalle Hotel Properties | 11,200 | 486,304 | |||||
See notes to financial statements and notes to portfolio of investments. |
23
Hospitality – continued | |||||||
Marriott International, Inc. | 8,000 | $ | 345,920 | ||||
Strategic Hotels & Resorts, Inc. | 12,000 | 269,880 | |||||
Sunstone Hotel Investors, Inc. | 8,000 | 227,120 | |||||
Supertel Hospitality, Inc. | 267,130 | 2,262,591 | |||||
Winston Hotels, Inc. | 5,000 | 75,000 | |||||
10,237,227 | |||||||
Industrial – 8.4% | |||||||
AMB Property Corp. | 1,000 | 53,220 | |||||
DCT Industrial Trust, Inc. | 5,300 | 57,028 | |||||
EastGroup Properties, Inc. | 6,000 | 262,920 | |||||
First Industrial Realty Trust, Inc. | 104,160 | 4,037,241 | |||||
ProLogis | 11,000 | 625,900 | |||||
5,036,309 | |||||||
Manufactured Homes – 0.1% | |||||||
Sun Communities, Inc. | 2,000 | 59,540 | |||||
Mortgage – 6.7% | |||||||
Abingdon Investment, Ltd. (b) | 200,000 | 1,896,000 | |||||
Alesco Financial, Inc. | 19,000 | 154,470 | |||||
American Mortgage Acceptance Co. | 12,700 | 127,635 | |||||
Anthracite Capital, Inc. | 10,000 | 117,000 | |||||
Arbor Realty Trust, Inc. | 1,100 | 28,391 | |||||
Crystal River Capital, Inc. | 26,900 | 653,132 | |||||
JER Investors Trust, Inc. | 10,000 | 150,000 | |||||
Newcastle Investment Corp. | 21,600 | 541,512 | |||||
NovaStar Financial, Inc. | 35,500 | 247,790 | |||||
Thornburg Mortgage, Inc. | 3,500 | 91,630 | |||||
4,007,560 | |||||||
Office – 9.4% | |||||||
American Financial Realty Trust | 121,500 | 1,253,880 | |||||
Boston Properties, Inc. | 6,000 | 612,780 | |||||
Brandywine Realty Trust | 49,400 | 1,411,852 | |||||
Corporate Office Properties Trust | 11,500 | 471,615 | |||||
Douglas Emmett, Inc. | 8,300 | 205,342 | |||||
Highwoods Properties, Inc. | 45,000 | 1,687,500 | |||||
Parkway Properties, Inc. | 300 | 14,409 | |||||
5,657,378 | |||||||
Other Financial Services – 0.0% | |||||||
Friedman Billings Ramsey Group, Inc. | 5,000 | 27,300 | |||||
See notes to financial statements and notes to portfolio of investments. |
24
Retail – 3.4% | |||||||
CBL & Associates Properties, Inc. | 12,000 | $ | 432,600 | ||||
Developers Diversified Realty Corp. | 2,000 | 105,420 | |||||
Equity One, Inc. | 3,000 | 76,650 | |||||
Glimcher Realty Trust | 27,400 | 685,000 | |||||
Pennsylvania Real Estate Investment Trust | 2,000 | 88,660 | |||||
Ramco-Gershenson Properties Trust | 3,000 | 107,790 | |||||
Realty Income Corp. | 12,200 | 307,318 | |||||
Tanger Factory Outlet Centers, Inc. | 5,000 | 187,250 | |||||
Urstadt Biddle Properties, Inc. | 2,900 | 49,329 | |||||
2,040,017 | |||||||
Specialty – 1.6% | |||||||
Getty Realty Corp. | 34,000 | 893,520 | |||||
Resource Capital Corp. | 6,300 | 88,074 | |||||
981,594 | |||||||
Storage – 0.9% | |||||||
Sovran Self Storage, Inc. | 8,100 | 390,096 | |||||
U-Store-It Trust | 10,000 | 163,900 | |||||
553,996 | |||||||
Total Real Estate Investment Trusts (Cost $47,195,152) | 51,450,410 | ||||||
Other – 4.5% | |||||||
American Capital Strategies, Ltd. | 3,500 | 148,820 | |||||
IndyMac Bancorp, Inc. | 3,000 | 87,510 | |||||
Iowa Telecommunication Services, Inc. | 20,800 | 472,784 | |||||
KKR Financial Holdings LLC | 5,500 | 137,005 | |||||
MCG Capital Corp. | 11,000 | 176,220 | |||||
Meruelo Maddux Properties, Inc. (a) | 6,300 | 51,408 | |||||
Seaspan Corp. | 33,400 | 1,074,812 | |||||
Thomas Properties Group, Inc. | 9,900 | 158,202 | |||||
Wyndham Worldwide Corp. (a)(c) | 11,000 | 398,861 | |||||
Total Other (Cost $2,103,110) | 2,705,622 | ||||||
Total Common Stocks (Cost $49,298,262) | 54,156,032 | ||||||
Preferred Stocks – 44.3% | |||||||
Real Estate Investment Trusts – 44.3% | |||||||
Apartments – 1.0% | |||||||
Apartment Investment & Management Co., Series U | 24,000 | 614,400 | |||||
See notes to financial statements and notes to portfolio of investments. |
25
Diversified – 1.7% | |||||||
Digital Realty Trust, Inc., Series A | 15,000 | $ | 389,250 | ||||
LBA Realty LLC, Series B | 30,000 | 630,000 | |||||
1,019,250 | |||||||
Health Care – 4.3% | |||||||
Health Care REIT, Inc., Series F | 40,000 | 1,008,800 | |||||
Health Care REIT, Inc., Series G | 20,000 | 595,200 | |||||
LTC Properties, Inc., Series F | 40,000 | 992,000 | |||||
2,596,000 | |||||||
Hospitality – 25.6% | |||||||
Ashford Hospitality Trust, Series A | 46,000 | 1,182,430 | |||||
Eagle Hospitality Properties Trust, Inc., Series A | 28,000 | 650,440 | |||||
FelCor Lodging Trust, Inc., Series C | 60,000 | 1,504,800 | |||||
Hersha Hospitality Trust, Series A | 44,000 | 1,098,240 | |||||
Highland Hospitality Corp., Series A | 170,000 | 4,258,500 | |||||
Host Marriott Corp., Series E | 100,000 | 2,646,000 | |||||
Innkeepers USA Trust, Series C | 27,000 | 585,900 | |||||
LaSalle Hotel Properties, Series E | 5,000 | 127,500 | |||||
LaSalle Hotel Properties, Series G | 10,000 | 236,000 | |||||
Strategic Hotels & Resorts, Inc., Series C | 20,000 | 507,600 | |||||
Winston Hotels, Inc., Series B | 99,000 | 2,511,630 | |||||
15,309,040 | |||||||
Manufactured Homes – 0.4% | |||||||
Affordable Residential Communities, Series A | 9,600 | 238,560 | |||||
Mortgage – 2.7% | |||||||
Anthracite Capital, Inc., Series D | 7,000 | 163,275 | |||||
Gramercy Capital Corp., Series A | 40,000 | 990,000 | |||||
HomeBanc Corp., Series A | 25,000 | 455,000 | |||||
1,608,275 | |||||||
Office – 8.1% | |||||||
Alexandria Real Estate Equities, Inc., Series C | 120,000 | 3,068,400 | |||||
SL Green Realty Corp., Series D | 70,000 | 1,774,500 | |||||
4,842,900 | |||||||
Retail – 0.5% | |||||||
The Mills Corp., Series E | 1,800 | 48,708 | |||||
The Mills Corp., Series G | 10,000 | 264,600 | |||||
313,308 | |||||||
Total Preferred Stocks (Cost $26,358,982) | 26,541,733 | ||||||
See notes to financial statements and notes to portfolio of investments. |
26
Company | Shares or Principal Amount | Value | |||||||
---|---|---|---|---|---|---|---|---|---|
Debt Securities – 8.9% | |||||||||
Hospitality – 8.9% | |||||||||
American Real Estate Partners LP, 8.125%, 06/01/2012 | $ | 2,000,000 | $ | 2,007,500 | |||||
FelCor Lodging LP, 8.50%, 06/01/2011 (d) | 1,600,000 | 1,682,000 | |||||||
Six Flags, Inc., 9.75%, 04/15/2013 | 1,760,000 | 1,656,600 | |||||||
Total Debt Securities (Cost $5,261,968) | 5,346,100 | ||||||||
Short-Term Investments – 2.5% | |||||||||
Other Investment Companies – 2.5% | |||||||||
SSgA Money Market Fund, 4.98% (e) (Cost $1,506,973) | 1,506,973 | 1,506,973 | |||||||
Total Investments – 146.0% (Cost $82,426,185) | 87,550,838 | ||||||||
Other assets less liabilities – 0.7% | 413,467 | ||||||||
Preferred Shares, at liquidation preference – (46.7)% | (28,000,000 | ) | |||||||
Net Assets applicable to common shareholders – 100% | $ | 59,964,305 |
Notes to Portfolio of Investments
- (a)
- As of June 30, 2007, this security had not paid a distribution.
- (b)
- 144A securities. Securities restricted for resale to Qualified Institutional Buyers (3.2% of net assets).
- (c)
- A hospitality company.
- (d)
- Also a Real Estate Investment Trust.
- (e)
- Rate reflects 7 day yield as of June 30, 2007.
See notes to financial statements.
27
RMR Hospitality and Real Estate Fund
Financial Statements
Statement of Assets and Liabilities
June 30, 2007 (unaudited) | | ||||
---|---|---|---|---|---|
Assets | |||||
Investments in securities, at value (cost $82,426,185) | $ | 87,550,838 | |||
Cash | 635 | ||||
Dividends and interest receivable | 854,332 | ||||
Other assets | 7,528 | ||||
Total assets | 88,413,333 | ||||
Liabilities | |||||
Payable for investment securities purchased | 164,231 | ||||
Advisory fee payable | 44,139 | ||||
Distributions payable – preferred shares | 26,410 | ||||
Accrued expenses and other liabilities | 214,248 | ||||
Total liabilities | 449,028 | ||||
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 | $ | 59,964,305 | |||
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 | 46,993,809 | ||||
Undistributed net investment income | 326,295 | ||||
Accumulated net realized gain on investment transactions | 7,517,063 | ||||
Net unrealized appreciation on investments | 5,124,653 | ||||
Net assets attributable to common shares | $ | 59,964,305 | |||
Net asset value per share attributable to common shares (based on 2,485,000 common shares outstanding) | $ | 24.13 | |||
See notes to financial statements.
28
RMR Hospitality and Real Estate Fund
Financial Statements – continued
Statement of Operations
Six Months Ended June 30, 2007 (unaudited) | | ||||||
---|---|---|---|---|---|---|---|
Investment Income | |||||||
Dividends (cash distributions received or due) | $ | 3,631,030 | |||||
Interest | 294,336 | ||||||
Total investment income | 3,925,366 | ||||||
Expenses | |||||||
Legal | 806,376 | ||||||
Advisory | 388,356 | ||||||
Administrative | 53,951 | ||||||
Custodian | 37,918 | ||||||
Preferred share remarketing | 34,988 | ||||||
Audit | 28,068 | ||||||
Shareholder reporting | 26,470 | ||||||
Compliance and internal audit | 22,817 | ||||||
Trustees' fees and expenses | 9,780 | ||||||
Other | 41,095 | ||||||
Total expenses | 1,449,819 | ||||||
Less: expense waived by the Advisor | (114,222 | ) | |||||
Net expenses | 1,335,597 | ||||||
Net investment income | 2,589,769 | ||||||
Realized and unrealized gain (loss) on investments | |||||||
Net realized gain on investments | 1,633,844 | ||||||
Net change in unrealized appreciation/(depreciation) on investments | (6,312,803 | ) | |||||
Net realized and unrealized loss on investments | (4,678,959 | ) | |||||
Distributions to preferred shareholders from net investment income | (710,349 | ) | |||||
Net decrease in net assets attributable to common shares resulting from operations | $ | (2,799,539 | ) | ||||
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, 2007 (unaudited) | Year Ended December 31, 2006 | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Increase (decrease) in net assets resulting from operations | ||||||||||
Net investment income | $ | 2,589,769 | $ | 2,673,464 | ||||||
Net realized gain on investments | 1,633,844 | 6,418,390 | ||||||||
Net change in unrealized appreciation/(depreciation) on investments | (6,312,803 | ) | 5,902,770 | |||||||
Distributions to preferred shareholders from: | ||||||||||
Net investment income | (710,349 | ) | (748,592 | ) | ||||||
Net realized gain on investments | — | (579,000 | ) | |||||||
Net increase (decrease) in net assets attributable to common shares resulting from operations | (2,799,539 | ) | 13,667,032 | |||||||
Distributions to common shareholders from: | ||||||||||
Net investment income | (1,553,125 | ) | (2,101,833 | ) | ||||||
Net realized gains on investments | — | (1,625,667 | ) | |||||||
Total increase (decrease) in net assets attributable to common shares | (4,352,664 | ) | 9,939,532 | |||||||
Net assets attributable to common shares | ||||||||||
Beginning of period | 64,316,969 | 54,377,437 | ||||||||
End of period (including undistributed net investment income of $326,295 and $0, respectively) | $ | 59,964,305 | $ | 64,316,969 | ||||||
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, 2007 (unaudited) | Year Ended December 31, 2006 | Year Ended December 31, 2005 | For the Period April 27, 2004(a) to December 31, 2004 | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Per Common Share Operating Performance (b) | ||||||||||||||
Net asset value, beginning of period | $ | 25.88 | $ | 21.88 | $ | 22.94 | $ | 19.28 | (c) | |||||
Income from Investment Operations | ||||||||||||||
Net investment income (d) | 1.04 | (e) | 1.08 | 1.13 | .71 | |||||||||
Net realized and unrealized appreciation/(depreciation) on investments | (1.87 | )(e) | 4.95 | (.19 | ) | 3.95 | ||||||||
Distributions to preferred shareholders (common stock equivalent basis) from: | ||||||||||||||
Net investment income | (.29 | )(e) | (.30 | ) | (.16 | ) | (.06 | ) | ||||||
Net realized gain on investments | — | (e) | (.23 | ) | (.11 | ) | (.01 | ) | ||||||
Net increase (decrease) in net asset value from operations | (1.12 | ) | 5.50 | .67 | 4.59 | |||||||||
Less: Distributions to common shareholders from: | ||||||||||||||
Net investment income | (.63 | )(e) | (.85 | ) | (.96 | ) | (.65 | ) | ||||||
Net realized gain on investments | — | (e) | (.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 | $ | 24.13 | $ | 25.88 | $ | 21.88 | $ | 22.94 | ||||||
Market price, beginning of period | $ | 22.95 | $ | 18.21 | $ | 19.98 | $ | 20.00 | ||||||
Market price, end of period | $ | 21.68 | $ | 22.95 | $ | 18.21 | $ | 19.98 | ||||||
Total Return (f) | ||||||||||||||
Total investment return based on: | ||||||||||||||
Market price (g) | (2.87 | )% | 35.54 | % | (0.73 | )% | 3.93 | % | ||||||
Net asset value (g) | (4.47 | )% | 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) | 8.14 | %(e)(h) | 4.50 | % | 5.04 | % | 4.96 | %(h) | ||||||
Total preferred share distributions | 2.23 | %(h) | 2.23 | % | 1.20 | % | 0.50 | %(h) | ||||||
Net investment income, net of preferred share distributions (d) | 5.91 | %(e)(h) | 2.27 | % | 3.84 | % | 4.46 | %(h) | ||||||
Expenses, net of fee waivers | 4.20 | %(h) | 3.13 | % | 1.80 | % | 1.86 | %(h) | ||||||
Expenses, before fee waivers | 4.56 | %(h) | 3.49 | % | 2.14 | % | 2.18 | %(h) | ||||||
Portfolio Turnover Rate | 14.29 | % | 45.70 | % | 23.95 | % | 20.83 | % | ||||||
Net assets attributable to common shares, end of period (000s) | $ | 59,964 | $ | 64,317 | $ | 54,377 | $ | 57,005 | ||||||
Preferred shares, liquidation preference ($25,000 per share) (000s) | $ | 28,000 | $ | 28,000 | $ | 28,000 | $ | 17,000 | ||||||
Asset coverage per preferred share (i) | $ | 78,540 | $ | 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 (7) to the financial statements, these amounts are subject to change to the extent 2007 distributions by the issuers of the Fund's investments are characterized as capital gains and return of capital.
- (f)
- Total returns for periods of less than one year are not annualized.
- (g)
- 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.
- (h)
- Annualized.
- (i)
- 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, 2007 (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 non-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, 2007, 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 particularly for reasons described in Note A (7), 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 last available bid price on that day. Securities traded primarily on the NASDAQ Stock Market, or NASDAQ, are normally valued by the Fund at the NASDAQ Official Closing Price, or NOCP, provided by NASDAQ each business day. The NOCP is the most recently reported price as of 4:00:06 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. Because of delays in reporting trades, the NOCP may not be based on the price of the last trade to occur before the market closes. Some fixed income securities may be valued using pricing provided by a pricing service. Any of the Fund's securities which are not readily marketable, which are not traded or which have other characteristics of illiquidity are valued by the Fund at fair value as determined in good faith under the supervision of the Fund's board of trustees. Numerous factors may be considered when determining fair value of a security, including cost at date of purchase, type of security, the nature and duration of restrictions on disposition of the security and whether the issuer of the security being fair valued has other securities of the same type outstanding. Short-term debt securities with less than 60 days until maturity may be valued at cost, which when combined with interest accrued, approximates market value.
(5) 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
32
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.
(6) Federal Taxes
The Fund has qualified and intends to qualify in the future as a "regulated investment company" and to comply with the applicable provisions of subchapter M of the Internal Revenue Code of 1986, as amended, so that it will generally not be subject to federal income tax. However, the Fund may be subject to a 4% excise tax to the extent the Fund does not distribute substantially all taxable earnings each year.
(7) 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 12, 2007, the Fund declared regular monthly distributions of $0.125 per common share payable in August and September and a special distribution consisting entirely of long term capital gains of $1.10 per share payable on September 14, 2007. 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 received 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 2007 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 2007 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, 2007, are as follows:
Cost | $ | 82,426,185 | ||
Gross unrealized appreciation | $ | 7,834,206 | ||
Gross unrealized depreciation | (2,709,553 | ) | ||
Net unrealized appreciation/(depreciation) | $ | 5,124,653 | ||
(8) 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
33
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.
(9) Recent Accounting Pronouncements
In June 2006, the Financial Accounting Standards Board, or FASB, issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes", or FIN 48. FIN 48 was effective for the fiscal years beginning after December 15, 2006. The Securities and Exchange Commission delayed the application of FIN 48 to open and closed end funds to not later than June 29, 2007. FIN 48 prescribes how the Fund should recognize, measure and present in the Fund's financial statements uncertain tax provisions that have been taken or expected to be taken in a tax return. Pursuant to FIN 48 the Fund can recognize a tax benefit only if it is "more likely than not" that a particular tax position will be sustained upon examination or audit. To the extent the "more likely than not" standard has been satisfied the benefits associated with a tax position is measured as the largest amount that is greater than 50% likely of being realized upon settlement. As required, the Fund adopted FIN 48 effective June 29, 2007, and concluded that the effect is not material to its financial statements.
In September 2006, FASB issued Statement of Accounting Standards No. 157, "Fair Value Measurement", or SFAS 157, which is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands required disclosures about fair value measurements. The Fund is currently evaluating the impact, if any, the adoption of SFAS 157 will have on its financial statements.
(10) Other Investment Companies
The Fund may invest in the securities of other investment companies to the extent that such investments are consistent with the Fund's investment objectives and principal investment strategies and permissible under the 1940 Act. Under one provision of the 1940 Act, the Fund may not acquire the securities of other investment companies if, as a result, (i) more than 3% of the total outstanding voting securities of any one investment company would be held by the Fund, (ii) more than 5% of the Fund's total assets would be invested in any one investment company or (iii) more than 10% of the Fund's total assets would be invested in securities of other investment companies. Other provisions of the 1940 Act are less restrictive provided that the Fund is able to meet certain conditions. These limitations do not apply to the acquisition of shares of any investment company in connection with a merger, consolidation, reorganization or acquisition of substantially all of the assets of another investment company and the acquisition of money market instruments. The Fund, as a holder of the securities of other investment companies, will bear its pro rata portion of the other investment companies' expenses, including advisory fees. These expenses will be in addition to the direct expenses incurred by the Fund.
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
34
into for purposes of leverage. For purposes of calculating managed assets, the liquidation preference of preferred shares are not considered liabilities.
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, until April 27, 2009. The Fund incurred net advisory fees of $274,134 during the six months ended June 30, 2007.
RMR Advisors, and not the Fund, has contractually agreed to pay the lead underwriters of the Fund's initial public offering, an aggregate annual fee equal to 0.15% of the Fund's managed assets. This fee is paid quarterly in arrears during the term of RMR Advisors' advisory agreement and is paid by RMR Advisors, not the Fund. The aggregate fees paid pursuant to the contract plus reimbursement of legal expenses of the underwriters will not exceed 4.5% of the total price of the common shares in the initial public offering.
RMR Advisors also performs administrative functions for the Fund pursuant to an administration agreement with the Fund. RMR Advisors has entered into a subadministration agreement with State Street Bank and Trust Company, or State Street, to perform substantially all Fund accounting and other administrative services. Under the administration agreement, RMR Advisors is entitled to reimbursement of the cost of providing administrative services. The Fund reimbursed RMR Advisors for $53,951 of subadministrative fees charged by State Street for the six months ended June 30, 2007.
Each trustee who is not a director, officer or employee of RMR Advisors and who is not an "interested person" of the Fund as defined under the 1940 Act, is considered to be a "disinterested trustee". Disinterested trustees are each paid by the Fund an annual fee plus fees for board and committee meetings. The Fund incurred $9,780 of trustee fees and expenses during the six months ended June 30, 2007.
The Fund's board of trustees and separately the disinterested trustees authorized the Fund to make reimbursement payments to RMR Advisors for costs related to the Fund's compliance and internal audit programs. The Fund incurred $22,817 of compliance and internal audit expense during the six months ended June 30, 2007. The Fund also participates in pooled insurance programs with RMR Advisors and other funds managed by RMR Advisors and makes payments of allocated portions of related premiums. The Fund incurred $9,975 of insurance expense during the six months ended June 30, 2007.
Note C
Securities Transactions
During the six months ended June 30, 2007, there were purchases and sales transactions (excluding short term securities) of $12,796,811 and $13,843,511, respectively. Brokerage commissions on securities transactions amounted to $20,033 during the six months ended June 30, 2007.
Note D
Preferred Shares
The Fund's 1,120 outstanding Series Th auction preferred shares, have a liquidation preference of $25,000 per share, plus an amount equal to accumulated but unpaid distributions. The preferred shares are senior to the Fund's common shares and rank on parity with any other class or series of preferred shares of the Fund as to the payment of periodic distributions, including distribution of assets upon liquidation. If the Fund does not
35
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 4.85% per annum as of June 30, 2007.
Note E
Submission of Proposals to a Vote of Shareholders
The annual meeting of Fund shareholders was held on March 8, 2007. Following is a summary of the proposals submitted to shareholders for vote at the meeting and votes cast:
Proposal | Votes for | Votes withheld | Votes abstained | ||||
---|---|---|---|---|---|---|---|
Common and Preferred shares | |||||||
Election of Arthur G. Koumantzelis as trustee until the 2010 annual meeting. | 1,051,758 | 15,893 | — | ||||
Preferred shares | |||||||
Election of Barry M. Portnoy as trustee until the 2010 annual meeting. | 546 | — | — |
Note F
Litigation and Legal Fees
The Fund is involved in litigation with Bulldog Investors General Partnership, a hedge fund controlled by Mr. Phillip Goldstein and various affiliated entities and persons (collectively Bulldog). The purpose of this litigation is to enforce provisions of the Fund's organizational documents which limit ownership of the Fund and that appear to have been intentionally violated by Bulldog. This litigation was begun by the Fund in November 2006 after extended correspondence with Bulldog. Bulldog commenced a proxy contest to elect Mr. Goldstein and another Bulldog affiliate at the Fund's 2007 annual meeting and to promote various shareholder proposals; Bulldog's nominees were not elected and its proposals were not adopted at the 2007 annual meeting in March 2007. In May 2007, Bulldog's motion to dismiss the pending litigation was denied by the Massachusetts Superior Court. In June 2007, Bulldog sought to remove the litigation to the federal courts; the Fund is currently opposing this removal. In July 2007, Bulldog made a demand upon the Fund's board of trustees pursuant to the Massachusetts Universal Demand Statute which appears to be a prelude to a possible derivative action against the Fund or its trustees. During the six months ended June 30, 2007, the Fund incurred approximately $784,000 of expense in connection with the Bulldog litigation and related matters. In June 2007, the Fund amended its litigation against Bulldog to seek recovery of its expenses incurred in connection with Bulldog's activities.
36
Note G
Portfolio Management Changes
On May 21, 2007, Fernando Diaz and Adam D. Portnoy were appointed co-portfolio managers for the RMR Funds which invest in U.S. domestic securities: RMR Real Estate Fund, RMR Hospitality and Real Estate Fund, RMR F.I.R.E. Fund and RMR Preferred Dividend Fund. Barry M. Portnoy remains a co-portfolio manager for these Funds. Mr. Diaz joined RMR Advisors as a Vice President on May 21, 2007. He also serves as Vice President of each of the RMR Funds. Mr. Adam Portnoy has been with RMR Advisors since 2004 and serves as its President. He also serves as President of each of the RMR Funds.
37
RMR F.I.R.E. Fund
June 30, 2007
To our shareholders,
In the pages that follow, you will find data summarizing our financial results for the six months ended June 30, 2007, and our financial position as of June 30, 2007.
Relevant Market Conditions
Financial Services Industry Fundamentals. Companies in the financial sector witnessed an increase in earnings during the first half of 2007 as a result of strong trading gains and tight expense controls. Net interest margins, however, continued to remain under pressure as a result of the inverted yield curve which existed throughout most of this period, whereby the yield on longer term Treasury bonds was lower than the yield on shorter term Treasury obligations. Also during the period, credit quality of loans outstanding appeared well under control, with non-performing loans holding well below historical percentages.
The expectation by market participants of a rate cut, and a subsequent steepening in the yield curve, during the first half of the year as a result of a slowing housing market never materialized. Job and wage growth remained strong and inflation remained above the comfort level of the Federal Reserve allowing it to keep interest rates unchanged.
Toward the end of the first half of 2007, serious credit concerns emerged for those financial institutions with exposure to sub-prime home loans and for larger banks with exposure to bridge loans to private equity buyouts. Also, it appears unlikely that the second half of 2007 will see the same opportunities for trading gains and fee income at larger financial institutions as was earned during the past six months.
Real Estate Industry Fundamentals. The operating environment for real estate companies continued to strengthen during the first half of 2007 as occupancy and rental rates trended higher. We expect real estate fundamentals to remain favorable during the second half of the year because of continued strength in the job market, a favorable supply picture (i.e., limited new development completion) and continued demand for commercial real estate properties by both domestic and foreign institutional investors.
Real Estate Industry Technicals. The first half of the year was marked by increased volatility in the REIT market. REITs' share prices were up almost 14% for 2007 through early February driven by continued M&A activity, then gave back all of their gains and more through June, when the REIT market was down 9% on investor concern about a spillover effect from the sub-prime residential meltdown to commercial real estate, and REITs' share prices finished the first half of 2007 down 6%. While we believe volatility will continue during 2007, the pullback in REITs' share prices has resulted in very attractive valuations for the sector. REITs are trading at discounts to estimated net asset value of 10% to 15%, well below the long term average premium of 5% to 7%. We would not be surprised if the level of M&A activity intensifies for the remainder of 2007 given such discounted valuations. Of course M&A activity depends in large part upon the availability of
38
financing. If the liquidity freeze which began in July (as we are writing this report) continues, M&A activity will cease and underlying net asset value and equity valuations may be challenged.
We believe that over the long term demand for real estate securities will continue to increase given the sector's attractive dividend yield and diversification benefits. These should be attractive features to investors as a larger portion of the U.S. population reaches retirement age.
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 first six months of 2007, our total return on net asset value, or NAV (including NAV changes and assuming a hypothetical reinvestment of distributions at NAV), was negative 7.9%. During the same period the S&P 500 Financial Sector Index (an unmanaged index of financial services common stocks) total return was negative 0.8%, the total return for the MSCI US REIT Total Return Index (an unmanaged index of REIT common stocks) was negative 6.5% and the Merrill Lynch REIT Preferred Index (an unmanaged index of REIT preferred stocks) was 0.4%. We believe these three indices are relevant to us because our investments, excluding short term investments, as of June 30, 2007, included 18% financial services stocks, 41% REIT common stocks and 39% 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 first six months of 2007 was 6.4%.
Our biggest losses were in New Century Financial and Novastar Financial, two mortgage REITs with exposure to sub-prime home loans, which were down 98% and 73%, respectively, very shortly after the sub-prime crisis first surfaced in late February of 2007. The Fund's negative performance was somewhat offset by strong returns from our security selections in the hotel sub-sector. Eagle Hospitality Properties, one of our REIT holdings, was acquired at a 48% premium to the stock's closing price as of the end of 2006.
Thank you for your continued support. For more information, please view our website, at www.rmrfunds.com.
Sincerely,
Adam D. Portnoy
President
39
Portfolio holdings by sub-sector as a percentage of investments
(as of June 30, 2007) *
Banks & Thrifts | 11 | % | ||
Other Financial Services | 7 | % | ||
Mortgage REITs | 13 | % | ||
Diversified REITs | 12 | % | ||
Hospitality REITs | 12 | % | ||
Retail REITs | 11 | % | ||
Other REITs less than 10% | 27 | % | ||
Other | 3 | % | ||
Short term investments | 4 | % | ||
Total investments | 100 | % | ||
REITs | 75 | % | ||
Financial Services | 18 | % | ||
Other | 3 | % | ||
Short term investments | 4 | % | ||
Total investments | 100 | % | ||
- *
- These percentages represent the Fund's portfolio holdings by sub-sector as a percentage of total portfolio holdings and do not agree 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 – 89.2% | |||||||
Financial Services – 24.2% | |||||||
Banks – 10.3% | |||||||
Bank of America Corp. | 10,000 | $ | 488,900 | ||||
Cullen/Frost Bankers, Inc. | 3,000 | 160,410 | |||||
Farmers Capital Bank Corp. | 3,035 | 87,803 | |||||
Fifth Third Bancorp | 3,000 | 119,310 | |||||
First Commonwealth Financial Corp. | 28,000 | 305,760 | |||||
First Horizon National Corp. | 11,400 | 444,600 | |||||
Firstmerit Corp. | 12,800 | 267,904 | |||||
FNB Corp. | 28,500 | 477,090 | |||||
KeyCorp | 7,000 | 240,310 | |||||
National City Corp. | 12,400 | 413,168 | |||||
Regions Financial Corp. | 4,000 | 132,400 | |||||
Trustco Bank Corp. NY | 23,400 | 231,192 | |||||
U.S. Bancorp | 1,000 | 32,950 | |||||
3,401,797 | |||||||
Thrifts – 6.2% | |||||||
Beverly Hills Bancorp, Inc. | 58 | 453 | |||||
Capitol Federal Financial | 9,605 | 354,617 | |||||
Flagstar Bancorp, Inc. | 25,000 | 301,250 | |||||
IndyMac Bancorp, Inc. | 5,500 | 160,435 | |||||
New York Community Bancorp, Inc. | 72,200 | 1,228,844 | |||||
2,045,599 | |||||||
Other Financial Services – 7.7% | |||||||
American Capital Strategies, Ltd. | 2,000 | 85,040 | |||||
Centerline Holding Co. | 44,200 | 795,600 | |||||
Fannie Mae | 13,000 | 849,290 | |||||
Friedman Billings Ramsey Group, Inc. * | 54,000 | 294,840 | |||||
MCG Capital Corp. | 32,000 | 512,640 | |||||
2,537,410 | |||||||
Total Financial Services (Cost $9,938,185) | 7,984,806 | ||||||
Real Estate – 62.4% | |||||||
Apartments – 4.9% | |||||||
Apartment Investment & Management Co. * | 10,000 | 504,200 | |||||
AvalonBay Communities, Inc. * | 3,000 | 356,640 | |||||
Home Properties, Inc. * | 300 | 15,579 | |||||
Mid-America Apartment Communities, Inc. * | 9,600 | 503,808 | |||||
UDR, Inc. * | 9,000 | 236,700 | |||||
1,616,927 | |||||||
See notes to financial statements and notes to portfolio of investments. |
41
Diversified – 13.9% | |||||||
Colonial Properties Trust * | 15,780 | $ | 575,181 | ||||
Cousins Properties, Inc. * | 6,900 | 200,169 | |||||
Crescent Real Estate Equities Co. * | 46,900 | 1,052,436 | |||||
Franklin Street Properties Corp. * | 3,000 | 49,620 | |||||
iStar Financial, Inc. * | 7,000 | 310,310 | |||||
Lexington Corporate Properties Trust * | 56,400 | 1,173,120 | |||||
Meruelo Maddux Properties, Inc. (a) | 3,100 | 25,296 | |||||
National Retail Properties, Inc. * | 55,350 | 1,209,951 | |||||
4,596,083 | |||||||
Health Care – 10.7% | |||||||
Care Investment Trust, Inc. *(a) | 8,550 | 117,563 | |||||
Health Care Property Investors, Inc. * | 16,850 | 487,470 | |||||
Health Care REIT, Inc. * | 34,904 | 1,408,725 | |||||
Healthcare Realty Trust, Inc. * | 13,500 | 375,030 | |||||
Medical Properties Trust, Inc. * | 24,365 | 322,349 | |||||
Nationwide Health Properties, Inc. * | 26,400 | 718,080 | |||||
OMEGA Healthcare Investors, Inc. * | 5,000 | 79,150 | |||||
3,508,367 | |||||||
Hospitality – 3.2% | |||||||
Ashford Hospitality Trust * | 51,000 | 599,760 | |||||
Eagle Hospitality Properties Trust, Inc. * | 16,500 | 217,140 | |||||
LaSalle Hotel Properties * | 5,400 | 234,468 | |||||
1,051,368 | |||||||
Industrial – 5.4% | |||||||
AMB Property Corp. * | 3,000 | 159,660 | |||||
DCT Industrial Trust, Inc. * | 5,200 | 55,952 | |||||
First Industrial Realty Trust, Inc. * | 40,200 | 1,558,152 | |||||
1,773,764 | |||||||
Manufactured Homes – 2.4% | |||||||
Sun Communities, Inc. * | 27,000 | 803,790 | |||||
See notes to financial statements and notes to portfolio of investments. |
42
Mortgage – 10.4% | |||||||
Abingdon Investment, Ltd. (b) | 100,000 | $ | 948,000 | ||||
Alesco Financial, Inc. * | 142,400 | 1,157,712 | |||||
American Mortgage Acceptance Co. * | 7,400 | 74,370 | |||||
Anthracite Capital, Inc. * | 15,000 | 175,500 | |||||
Jer Investors Trust, Inc. * | 10,000 | 150,000 | |||||
Newcastle Investment Corp. * | 26,500 | 664,355 | |||||
NovaStar Financial, Inc. * | 37,500 | 261,750 | |||||
3,431,687 | |||||||
Office – 3.5% | |||||||
American Financial Realty Trust * | 54,000 | 557,280 | |||||
Boston Properties, Inc. * | 2,000 | 204,260 | |||||
Parkway Properties, Inc. * | 300 | 14,409 | |||||
SL Green Realty Corp. * | 3,000 | 371,670 | |||||
1,147,619 | |||||||
Retail – 6.5% | |||||||
CBL & Associates Properties, Inc. * | 3,000 | 108,150 | |||||
Developers Diversified Realty Corp. * | 3,000 | 158,130 | |||||
Equity One, Inc. * | 3,000 | 76,650 | |||||
Feldman Mall Properties, Inc. * | 5,000 | 57,000 | |||||
Glimcher Realty Trust * | 59,300 | 1,482,500 | |||||
Realty Income Corp. * | 200 | 5,038 | |||||
Simon Property Group, Inc. * | 2,000 | 186,080 | |||||
Tanger Factory Outlet Centers, Inc. * | 2,000 | 74,900 | |||||
2,148,448 | |||||||
Specialty – 1.0% | |||||||
Getty Realty Corp. * | 4,000 | 105,120 | |||||
Resource Capital Corp. * | 15,588 | 217,920 | |||||
323,040 | |||||||
Storage – 0.5% | |||||||
U-Store-It Trust | 10,000 | 163,900 | |||||
Total Real Estate (Cost $21,830,113) | 20,564,993 | ||||||
See notes to financial statements and notes to portfolio of investments. |
43
Company | Shares | Value | |||||
---|---|---|---|---|---|---|---|
Common Stocks – continued | |||||||
Other – 2.6% | |||||||
Iowa Telecommunication Services, Inc. | 37,500 | $ | 852,375 | ||||
Total Other (Cost $631,150) | 852,375 | ||||||
Total Common Stocks (Cost $32,399,448) | 29,402,174 | ||||||
Preferred Stocks – 62.7% | |||||||
Real Estate – 59.7% | |||||||
Apartments — 9.7% | |||||||
Apartment Investment & Management Co., Series U * | 32,500 | 832,000 | |||||
Apartment Investment & Management Co., Series V * | 27,700 | 701,918 | |||||
Apartment Investment & Management Co., Series Y * | 65,000 | 1,648,400 | |||||
3,182,318 | |||||||
Diversified – 6.0% | |||||||
Cousins Properties, Inc., Series B * | 20,000 | 499,000 | |||||
Digital Realty Trust, Inc., Series A * | 20,000 | 519,000 | |||||
LBA Realty LLC, Series B * | 45,000 | 945,000 | |||||
1,963,000 | |||||||
Health Care – 3.5% | |||||||
Health Care REIT, Inc., Series F * | 26,900 | 678,418 | |||||
OMEGA Healthcare Investors Inc., Series D * | 19,000 | 490,390 | |||||
1,168,808 | |||||||
Hospitality – 15.2% | |||||||
Eagle Hospitality Properties Trust, Inc., Series A * | 14,000 | 325,220 | |||||
Entertainment Properties Trust, Series B * | 40,000 | 1,016,000 | |||||
Equity Inns, Inc., Series B * | 50,000 | 1,185,500 | |||||
FelCor Lodging Trust, Inc., Series C * | 64,000 | 1,605,120 | |||||
Host Marriott Corp., Series E * | 10,000 | 264,600 | |||||
Strategic Hotels & Resorts, Inc., Series B * | 13,700 | 341,815 | |||||
Winston Hotels, Inc., Series B * | 10,900 | 276,533 | |||||
5,014,788 | |||||||
See notes to financial statements and notes to portfolio of investments. |
44
Preferred Stocks – continued Real Estate – continued | |||||||
Manufactured Homes – 0.5% | |||||||
Affordable Residential Communities, Series A * | 6,900 | $ | 171,465 | ||||
Mortgage – 10.9% | |||||||
Anthracite Capital, Inc., Series D * | 6,000 | 139,950 | |||||
Gramercy Capital Corp., Series A * | 20,000 | 495,000 | |||||
HomeBanc Corp., Series A * | 10,000 | 182,000 | |||||
MFA Mortgage Investments, Inc., Series A * | 13,800 | 339,480 | |||||
RAIT Investment Trust, Series B * | 59,000 | 1,431,340 | |||||
Thornburg Mortgage, Inc., Series C * | 40,000 | 1,003,200 | |||||
3,590,970 | |||||||
Office – 2.4% | |||||||
Alexandria Real Estate Equities, Inc., Series C * | 31,600 | 808,012 | |||||
Retail – 11.5% | |||||||
CBL & Associates Properties, Inc., Series D * | 10,000 | 250,200 | |||||
Glimcher Realty Trust, Series F * | 26,500 | 673,100 | |||||
Glimcher Realty Trust, Series G * | 41,000 | 1,022,950 | |||||
Ramco-Gershenson Properties Trust, Series B * | 36,000 | 909,360 | |||||
Taubman Centers, Inc., Series G * | 15,000 | 380,100 | |||||
The Mills Corp., Series E * | 9,500 | 257,070 | |||||
The Mills Corp., Series G * | 11,500 | 304,290 | |||||
3,797,070 | |||||||
Total Real Estate (Cost $20,241,462) | 19,696,431 | ||||||
Financial Services – 3.0% | |||||||
Corts-UNUM Provident Financial Trust | 38,000 | 990,280 | |||||
Total Financial Services (Cost $982,300) | 990,280 | ||||||
Total Preferred Stocks (Cost $21,223,762) | 20,686,711 | ||||||
Other Investment Companies – 1.8% | |||||||
Alpine Total Dynamic Dividend Fund | 19,960 | 413,970 | |||||
Cornerstone Strategic Value Fund, Inc. | 14,800 | 136,012 | |||||
LMP Real Estate Income Fund, Inc. | 1,300 | 28,028 | |||||
Total Other Investment Companies (Cost $592,852) | 578,010 | ||||||
See notes to financial statements and notes to portfolio of investments. |
45
Company | Shares | Value | ||||||
---|---|---|---|---|---|---|---|---|
Short-Term Investments – 5.9% | ||||||||
Other Investment Companies – 5.9% | ||||||||
SSgA Money Market Fund, 4.98% (c) (Cost $1,958,271) | 1,958,271 | $ | 1,958,271 | |||||
Total Investments – 159.6% (Cost $56,174,333) | 52,625,166 | |||||||
Other assets less liabilities – 1.1% | 347,343 | |||||||
Preferred Shares, at liquidation preference – (60.7)% | (20,000,000 | ) | ||||||
Net Assets applicable to common shareholders – 100% | $ | 32,972,509 |
Notes to Portfolio of Investments
- *
- Real Estate Investment Trust, or REIT
- (a)
- As of June 30, 2007, this security had not paid a distribution.
- (b)
- 144A securities. Securities restricted for resale to Qualified Institutional Buyers (2.9% of net assets).
- (c)
- Rate reflects 7 day yield as of June 30, 2007.
See notes to financial statements.
46
RMR F.I.R.E. Fund
Financial Statements
Statement of Assets and Liabilities
June 30, 2007 (unaudited) | | |||||
---|---|---|---|---|---|---|
Assets | ||||||
Investments in securities, at value (cost $56,174,333) | $ | 52,625,166 | ||||
Cash | 598 | |||||
Dividends and interest receivable | 542,286 | |||||
Receivable for securities sold | 143,585 | |||||
Other assets | 8,419 | |||||
Total assets | 53,320,054 | |||||
Liabilities | ||||||
Payable for investment securities purchased | 164,231 | |||||
Advisory fee payable | 26,793 | |||||
Distributions payable – preferred shares | 19,248 | |||||
Accrued expenses and other liabilities | 137,273 | |||||
Total liabilities | 347,545 | |||||
Preferred shares, at liquidation preference | ||||||
Auction preferred shares, Series W; $.001 par value per share; 800 shares issued and outstanding at $25,000 per share liquidation preference | 20,000,000 | |||||
Net assets attributable to common shares | $ | 32,972,509 | ||||
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 | 99,780 | |||||
Accumulated net realized gain on investment transactions | 1,247,135 | |||||
Net unrealized depreciation on investments | (3,549,167 | ) | ||||
Net assets attributable to common shares | $ | 32,972,509 | ||||
Net asset value per share attributable to common shares (based on 1,484,000 common shares outstanding) | $ | 22.22 | ||||
See notes to financial statements.
47
RMR F.I.R.E. Fund
Financial Statements – continued
Statement of Operations
Six Months Ended June 30, 2007 (unaudited) | | ||||||
---|---|---|---|---|---|---|---|
Investment Income | |||||||
Dividends (cash distributions received or due) | $ | 2,012,064 | |||||
Interest | 84,517 | ||||||
Total investment income | 2,096,581 | ||||||
Expenses | |||||||
Advisory | 234,239 | ||||||
Administrative | 53,923 | ||||||
Audit and legal | 40,349 | ||||||
Custodian | 37,537 | ||||||
Preferred share remarketing | 24,992 | ||||||
Compliance and internal audit | 22,817 | ||||||
Trustees' fees and expenses | 11,149 | ||||||
Shareholder reporting | 9,872 | ||||||
Other | 43,169 | ||||||
Total expenses | 478,047 | ||||||
Less: expense waived by the Advisor | (68,894 | ) | |||||
Net expenses | 409,153 | ||||||
Net investment income | 1,687,428 | ||||||
Realized and unrealized loss on investments | |||||||
Net realized loss on investments | (239,080 | ) | |||||
Net change in unrealized appreciation/(depreciation) on investments | (3,799,806 | ) | |||||
Net realized and unrealized loss on investments | (4,038,886 | ) | |||||
Distributions to preferred shareholders from net investment income | (504,328 | ) | |||||
Net decrease in net assets attributable to common shares resulting from operations | $ | (2,855,786 | ) | ||||
See notes to financial statements.
48
RMR F.I.R.E. Fund
Financial Statements – continued
Statements of Changes in Net Assets
| Six Months Ended June 30, 2007 (unaudited) | Year Ended December 31, 2006 | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Increase (decrease) in net assets resulting from operations | ||||||||||
Net investment income | $ | 1,687,428 | $ | 2,537,768 | ||||||
Net realized gain (loss) on investments | (239,080 | ) | 2,091,017 | |||||||
Net change in unrealized appreciation/(depreciation) on investments | (3,799,806 | ) | 3,090,835 | |||||||
Distributions to preferred shareholders from: | ||||||||||
Net investment income | (504,328 | ) | (690,977 | ) | ||||||
Net realized gain on investments | — | (261,999 | ) | |||||||
Net increase (decrease) in net assets attributable to common shares resulting from operations | (2,855,786 | ) | 6,766,644 | |||||||
Distributions to common shareholders from: | ||||||||||
Net investment income | (1,083,320 | ) | (1,885,168 | ) | ||||||
Net realized gains on investments | — | (714,800 | ) | |||||||
Total increase (decrease) in net assets attributable to common shares | (3,939,106 | ) | 4,166,676 | |||||||
Net assets attributable to common shares | ||||||||||
Beginning of period | 36,911,615 | 32,744,939 | ||||||||
End of period (including undistributed net investment income of $99,780 and $0, respectively) | $ | 32,972,509 | $ | 36,911,615 | ||||||
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.
49
Selected Data For A Common Share Outstanding Throughout Each Period
| Six Months Ended June 30, 2007 (unaudited) | Year Ended December 31, 2006 | Year Ended December 31, 2005 | For the Period November 22, 2004(a) to December 31, 2004 | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Per Common Share Operating Performance (b) | |||||||||||||||
Net asset value, beginning of period | $ | 24.87 | $ | 22.07 | $ | 23.99 | $ | 24.03 | (c) | ||||||
Income from Investment Operations | |||||||||||||||
Net investment income (d) | 1.14 | (e) | 1.71 | 1.28 | .10 | ||||||||||
Net realized and unrealized appreciation/(depreciation) on investments | (2.72 | )(e) | 3.49 | (1.01 | ) | .17 | |||||||||
Distributions to preferred shareholders (common stock equivalent basis) from: | |||||||||||||||
Net investment income | (.34 | )(e) | (.47 | ) | (.28 | ) | (.02 | ) | |||||||
Net realized gain on investments | — | (e) | (.18 | ) | (.15 | ) | — | ||||||||
Net increase (decrease) in net asset value from operations | (1.92 | ) | 4.55 | (.16 | ) | .25 | |||||||||
Less: Distributions to common shareholders from: | |||||||||||||||
Net investment income | (.73 | )(e) | (1.27 | ) | (1.09 | ) | — | ||||||||
Net realized gain on investments | — | (e) | (.48 | ) | (.67 | ) | — | ||||||||
Common share offering costs charged to capital | — | — | — | (.04 | ) | ||||||||||
Preferred share offering costs charged to capital | — | — | — | (.25 | ) | ||||||||||
Net asset value, end of period | $ | 22.22 | $ | 24.87 | $ | 22.07 | $ | 23.99 | |||||||
Market price, beginning of period | $ | 22.20 | $ | 18.99 | $ | 24.05 | $ | 25.00 | |||||||
Market price, end of period | $ | 19.95 | $ | 22.20 | $ | 18.99 | $ | 24.05 | |||||||
Total Return (f) | |||||||||||||||
Total investment return based on: | |||||||||||||||
Market price (g) | (7.04 | )% | 27.44 | % | (14.00 | )% | (3.80 | )% | |||||||
Net asset value (g) | (7.87 | )% | 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) | 9.57 | %(e)(h) | 7.42 | % | 5.64 | % | 3.92 | %(h) | |||||||
Total preferred share distributions | 2.86 | %(h) | 2.78 | % | 1.88 | % | 0.58 | %(h) | |||||||
Net investment income, net of preferred share distributions (d) | 6.71 | %(e)(h) | 4.64 | % | 3.76 | % | 3.34 | %(h) | |||||||
Expenses, net of fee waivers | 2.32 | %(h) | 2.39 | % | 2.63 | % | 3.45 | %(h) | |||||||
Expenses, before fee waivers | 2.71 | %(h) | 2.78 | % | 3.03 | % | 3.73 | %(h) | |||||||
Portfolio Turnover Rate | 48.31 | % | 59.48 | % | 64.96 | % | 0.00 | % | |||||||
Net assets attributable to common shares, end of period (000s) | $ | 32,973 | $ | 36,912 | $ | 32,745 | $ | 35,594 | |||||||
Preferred shares, liquidation preference ($25,000 per share) (000s) | $ | 20,000 | $ | 20,000 | $ | 20,000 | $ | 20,000 | |||||||
Asset coverage per preferred share (i) | $ | 66,216 | $ | 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 (7) to the financial statements, these amounts are subject to change to the extent 2007 distributions by the issuers of the Fund's investments are characterized as capital gains and return of capital.
- (f)
- Total returns for periods of less than one year are not annualized.
- (g)
- 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.
- (h)
- Annualized.
- (i)
- Asset coverage per share equals net assets attributable to common shares plus the liquidation preference of the preferred shares divided by the total number of preferred shares outstanding at the end of the period.
See notes to financial statements.
50
RMR F.I.R.E. Fund
Notes to Financial Statements
June 30, 2007 (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, the 1940 Act, as a non-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, 2007, 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 or 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 (7), 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 last available bid price on that day. Securities traded primarily on the NASDAQ Stock Market, or NASDAQ, are normally valued by the Fund at the NASDAQ Official Closing Price, or NOCP, provided by NASDAQ each business day. The NOCP is the most recently reported price as of 4:00:06 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. Because of delays in reporting trades, the NOCP may not be based on the price of the last trade to occur before the market closes. Some fixed income securities may be valued using pricing provided by a pricing service. Any of the Fund's securities which are not readily marketable, which are not traded or which have other characteristics of illiquidity are valued by the Fund at fair value as determined in good faith under the supervision of the Fund's board of trustees. Numerous factors may be considered when determining fair value of a security, including cost at date of purchase, type of security, the nature and duration of restrictions on disposition of the security and whether the issuer of the security being fair valued has other securities of the same type outstanding. Short-term debt securities with less than 60 days until maturity may be valued at cost, which when combined with interest accrued, approximates market value.
(5) 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
51
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.
(6) Federal Taxes
The Fund has qualified and intends to qualify in the future as a "regulated investment company" and to comply with the applicable provisions of subchapter M of the Internal Revenue Code of 1986, as amended, so that it will generally not be subject to federal income tax. However, the Fund may be subject to a 4% excise tax to the extent the Fund does not distribute substantially all taxable earnings each year.
(7) 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 12, 2007, the Fund declared regular monthly distributions of $0.146 per common share payable in August and September 2007. 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 received 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 2007 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 2007 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, 2007, are as follows:
Cost | $ | 56,174,333 | ||
Gross unrealized appreciation | $ | 1,120,407 | ||
Gross unrealized depreciation | (4,669,574 | ) | ||
Net unrealized appreciation/(depreciation) | $ | (3,549,167 | ) | |
(8) Concentration of Risk
Under normal market conditions, the Fund's investments will be concentrated in income producing common shares and preferred shares issued by F.I.R.E. companies. F.I.R.E. is a commonly used acronym for 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.
52
(9) Recent Accounting Pronouncements
In June 2006, the Financial Accounting Standards Board, or FASB, issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes", or FIN 48. FIN 48 was effective for the fiscal years beginning after December 15, 2006. The Securities and Exchange Commission delayed the application of FIN 48 to open and closed end funds to not later than June 29, 2007. FIN 48 prescribes how the Fund should recognize, measure and present in the Fund's financial statements uncertain tax provisions that have been taken or expected to be taken in a tax return. Pursuant to FIN 48 the Fund can recognize a tax benefit only if it is "more likely than not" that a particular tax position will be sustained upon examination or audit. To the extent the "more likely than not" standard has been satisfied the benefits associated with a tax position is measured as the largest amount that is greater than 50% likely of being realized upon settlement. As required, the Fund adopted FIN 48 effective June 29, 2007, and concluded that the effect is not material to its financial statements.
In September 2006, FASB issued Statement of Accounting Standards No. 157, "Fair Value Measurement", or SFAS 157, which is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands required disclosures about fair value measurements. The Fund is currently evaluating the impact, if any, the adoption of SFAS 157 will have on its financial statements.
(10) Other Investment Companies
The Fund may invest in the securities of other investment companies to the extent that such investments are consistent with the Fund's investment objectives and principal investment strategies and permissible under the 1940 Act. Under one provision of the 1940 Act, the Fund may not acquire the securities of other investment companies if, as a result, (i) more than 3% of the total outstanding voting securities of any one investment company would be held by the Fund, (ii) more than 5% of the Fund's total assets would be invested in any one investment company or (iii) more than 10% of the Fund's total assets would be invested in securities of other investment companies. Other provisions of the 1940 Act are less restrictive provided that the Fund is able to meet certain conditions. These limitations do not apply to the acquisition of shares of any investment company in connection with a merger, consolidation, reorganization or acquisition of substantially all of the assets of another investment company and the acquisition of money market instruments. The Fund, as a holder of the securities of other investment companies, will bear its pro rata portion of the other investment companies' expenses, including advisory fees. These expenses will be in addition to the direct expenses incurred by the Fund.
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 this 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 for purposes of leverage. For purposes of calculating managed assets, the liquidation preference of preferred shares are not considered liabilities.
53
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, until November 22, 2009. The Fund incurred net advisory fees of $165,345 during the six months ended June 30, 2007.
RMR Advisors, and not the Fund, has contractually agreed to pay the lead underwriter of the Fund's initial public offering, an annual fee equal to 0.15% of the Fund's managed assets. This fee is paid quarterly in arrears during the term of RMR Advisors' advisory agreement and is paid by the RMR Advisors, not the Fund. The aggregate fees paid pursuant to the contract plus reimbursement of legal expenses of the underwriters will not exceed 4.5% of the total price of the common shares in the initial public offering.
RMR Advisors also performs administrative functions for the Fund pursuant to an administration agreement with the Fund. RMR Advisors has entered into a subadministration agreement with State Street Bank and Trust Company, or State Street, to perform substantially all Fund accounting and other administrative services. Under the administration agreement, RMR Advisors is entitled to reimbursement of the cost of providing administrative services. The Fund reimbursed RMR Advisors for $53,923 of subadministrative fees charged by State Street for the six months ended June 30, 2007.
Each trustee who is not a director, officer or employee of RMR Advisors and who is not an "interested person" of the Fund as defined under the 1940 Act, is considered to be a "disinterested trustee". Disinterested trustees are each paid by the Fund an annual fee plus fees for board and committee meetings. The Fund incurred $11,149 of trustee fees and expenses during the six months ended June 30, 2007.
The Fund's board of trustees and separately the disinterested trustees authorized the Fund to make reimbursement payments to RMR Advisors for costs related to the Fund's compliance and internal audit programs. The Fund incurred $22,817 of compliance and internal audit expense during the six months ended June 30, 2007. The Fund also participates in pooled insurance programs with RMR Advisors and other funds managed by RMR Advisors and makes payments of allocated portions of related premiums. The Fund incurred $11,576 of insurance expense during the six months ended June 30, 2007.
Note C
Securities Transactions
During the six months ended June 30, 2007, there were purchases and sales transactions (excluding short term securities) of $25,275,451 and $26,371,745, respectively. Brokerage commissions on securities transactions amounted to $36,021 during the six months ended June 30, 2007.
Note D
Preferred Shares
The Fund's 800 outstanding Series W 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.
54
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 4.95% per annum as of June 30, 2007.
Note E
Submission of Proposals to a Vote of Shareholders
The annual meeting of Fund shareholders was held on May 8, 2007. Following is a summary of the proposals submitted to shareholders for vote at the meeting and the votes cast:
Proposal | Votes for | Votes withheld | Votes abstained | ||||
---|---|---|---|---|---|---|---|
Common and Preferred shares | |||||||
Election of Arthur G. Koumantzelis as trustee until the 2010 annual meeting. | 1,440,659 | 20,391 | — | ||||
Preferred shares | |||||||
Election of Barry M. Portnoy as trustee until the 2010 annual meeting. | 780 | 12 | — |
Proposal | Votes for | Votes against | Votes abstained | Broker Non-Vote | |||||
---|---|---|---|---|---|---|---|---|---|
Common and Preferred shares | |||||||||
Amendment to declaration of trust to explicitly provide that any shareholder that breaches the Fund's declaration of trust or bylaws will indemnify and hold harmless the Fund (and, if applicable, any charitable trustee) from and against all costs, expenses, penalties, fines and other amounts, including attorneys' and other professional fees, arising from the shareholder's breach, together with interest on such amounts. | 564,075 | 17,826 | 18,986 | 860,163 |
Note F
Portfolio Management Changes
On May 21, 2007, Fernando Diaz and Adam D. Portnoy were appointed co-portfolio managers for the RMR Funds which invest in U.S. domestic securities: RMR Real Estate Fund, RMR Hospitality and Real Estate Fund, RMR F.I.R.E. Fund and RMR Preferred Dividend Fund. Barry M. Portnoy remains a co-portfolio manager for these Funds. Mr. Diaz joined RMR Advisors as a Vice President on May 21, 2007. He also serves as Vice President of each of the RMR Funds. Mr. Adam Portnoy has been with RMR Advisors since 2004 and serves as its President. He also serves as President of each of the RMR Funds.
55
RMR Preferred Dividend Fund
June 30, 2007
To our shareholders,
In the pages that follow, you will find data summarizing our financial results for the six months ended June 30, 2007, and our financial position as of June 30, 2007.
Relevant Market Conditions
An important characteristic of the market for preferred securities during the first half of 2007, especially preferred securities of REITs, has been the reduced amount of securities available for investment. An unprecedented number of going private transactions combined with regular redemptions and few new quality issues has lead some investors, including the Fund, to focus more on other yield securities, such as dividend paying REIT common shares.
Real Estate Industry Fundamentals. The operating environment for real estate companies continued to strengthen during the first half of 2007 as occupancy and rental rates trended higher. We expect real estate fundamentals to remain favorable during the second half of the year because of continued strength in the job market, a favorable supply picture (i.e., limited new development completion) and continued demand for commercial real estate properties by both domestic and foreign institutional investors.
Real Estate Industry Technicals. The first half of the year was marked by increased volatility in the REIT market. REITs' share prices were up almost 14% for 2007 through early February driven by continued M&A activity, then gave back all of their gains and more through June, when the REIT market was down 9% on investor concern about a spillover effect from the sub-prime residential meltdown to commercial real estate, and REITs' share prices finished the first half of 2007 down 6%. While we believe volatility will continue during 2007, the pullback in REITs' share prices has resulted in very attractive valuations for the sector. REITs are trading at discounts to estimated net asset value of 10% to 15%, well below the long term average premium of 5% to 7%. We would not be surprised if the level of M&A activity intensifies for the remainder of 2007 given such discounted valuations. Of course M&A activity depends in large part upon the availability of financing. If the liquidity freeze which began in July (as we are writing this report) continues, M&A activity will cease and underlying net asset value and equity valuations may be challenged.
We believe that over the long term demand for real estate securities will continue to increase given the sector's attractive dividend yield and diversification benefits. These should be attractive features to investors as a larger portion of the U.S. population reaches retirement age.
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 first six months of 2007 our total return on net asset value, or NAV (including NAV changes and assuming a hypothetical reinvestment of distributions at NAV), was negative 4.9%. During that same period, the total return for the Merrill Lynch REIT Preferred Index (an unmanaged index of REIT preferred stocks) was 0.4%. We believe this index is relevant to us because our investments as of June 30, 2007, excluding short term investments, included 77% 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 first six months of 2007 was 6.9%.
Despite the REIT preferred market being flat to slightly down for the first half of the year, our comparatively poor performance was affected by our prior holdings in New Century Financial's preferred securities, a mortgage REIT with exposure to sub-prime home loans which eventually was forced into bankruptcy.
Thank you for your continued support. For more information, please view our website, at www.rmrfunds.com.
Sincerely,
Adam D. Portnoy
President
Portfolio holdings by sub-sector as a percentage of investments
(as of June 30, 2007) *
Hospitality real estate | 24 | % | |||
Mortgage real estate | 23 | % | |||
Retail real estate | 14 | % | |||
Other, less than 10% | 36 | % | |||
Short term investments | 3 | % | |||
Total investments | 100 | % | |||
REITs | 80 | % | |||
Other | 17 | % | |||
Short term investments | 3 | % | |||
Total investments | 100 | % | |||
- *
- These percentages represent the Fund's portfolio holdings by sub-sector as a percentage of total portfolio holdings and do not agree 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.
57
RMR Preferred Dividend Fund
Portfolio of Investments – June 30, 2007 (unaudited)
Company | Shares | Value | |||||
---|---|---|---|---|---|---|---|
Preferred Stocks – 121.1% Real Estate Investment Trusts – 113.5% | |||||||
Apartments – 5.5% | |||||||
Apartment Investment & Management Co., Series G | 56,400 | $ | 1,441,020 | ||||
Associated Estates Realty Corp., Series B | 39,800 | 1,034,402 | |||||
2,475,422 | |||||||
Diversified – 13.4% | |||||||
Colonial Properties Trust, Series D | 10,000 | 254,300 | |||||
Crescent Real Estate Equities Co., Series B | 163,700 | 4,149,795 | |||||
Digital Realty Trust, Inc., Series A | 40,000 | 1,038,000 | |||||
LBA Realty LLC, Series B | 25,000 | 525,000 | |||||
5,967,095 | |||||||
Health Care – 0.4% | |||||||
LTC Properties, Inc., Series F | 4,000 | 99,200 | |||||
OMEGA Healthcare Investors Inc., Series D | 3,200 | 82,592 | |||||
181,792 | |||||||
Hospitality – 36.6% | |||||||
Ashford Hospitality Trust, Series A | 58,000 | 1,490,890 | |||||
Eagle Hospitality Properties Trust, Inc., Series A | 95,000 | 2,206,850 | |||||
Equity Inns, Inc., Series B | 83,800 | 1,986,898 | |||||
FelCor Lodging Trust, Inc., Series C | 167,400 | 4,198,392 | |||||
Hersha Hospitality Trust, Series A | 99,500 | 2,483,520 | |||||
Highland Hospitality Corp., Series A | 120,000 | 3,006,000 | |||||
Host Marriott Corp., Series E | 15,000 | 396,900 | |||||
Strategic Hotels & Resorts, Inc., Series B | 6,800 | 169,660 | |||||
Strategic Hotels & Resorts, Inc., Series C | 4,000 | 101,520 | |||||
Sunstone Hotel Investors, Inc., Series A | 12,500 | 314,500 | |||||
16,355,130 | |||||||
Manufactured Homes – 5.4% | |||||||
Affordable Residential Communities, Series A | 97,200 | 2,415,420 | |||||
Mortgage – 28.9% | |||||||
Accredited Mortgage Loan REIT Trust, Series A | 1,500 | 31,590 | |||||
American Home Mortgage Investment Corp., Series A | 92,000 | 2,236,520 | |||||
Anthracite Capital, Inc., Series C | 3,000 | 76,740 | |||||
Anthracite Capital, Inc., Series D | 51,000 | 1,189,575 | |||||
Impac Mortgage Holdings, Inc., Series B | 54,900 | 1,067,805 | |||||
Impac Mortgage Holdings, Inc., Series C | 57,400 | 1,130,780 | |||||
MFA Mortgage Investments, Inc., Series A | 40,000 | 984,000 | |||||
Newcastle Investment Corp., Series B | 120,000 | 2,996,400 | |||||
NorthStar Realty Finance Corp., Series A | 20,000 | 495,000 | |||||
NorthStar Realty Finance Corp., Series B | 76,000 | 1,804,240 | |||||
RAIT Financial Trust, Series C | 32,000 | 800,000 | |||||
Thornburg Mortgage, Inc., Series C | 2,500 | 62,700 | |||||
12,875,350 | |||||||
Office – 2.2% | |||||||
DRA CRT Acquisition Corp., Series A | 40,060 | 971,455 | |||||
See notes to financial statements and notes to portfolio of investments. |
58
Company | Shares | Value | |||||
---|---|---|---|---|---|---|---|
Preferred Stocks – continued Real Estate Investment Trusts – continued | |||||||
Retail – 21.1% | |||||||
Cedar Shopping Centers, Inc., Series A | 27,000 | $ | 705,780 | ||||
Glimcher Realty Trust, Series F | 30,000 | 762,000 | |||||
Pennsylvania Real Estate Investment Trust, Series A | 59,000 | 3,110,480 | |||||
The Mills Corp., Series B | 6,000 | 162,660 | |||||
The Mills Corp., Series C | 107,500 | 2,914,325 | |||||
The Mills Corp., Series E | 13,600 | 368,016 | |||||
The Mills Corp., Series G | 52,500 | 1,389,150 | |||||
9,412,411 | |||||||
Total Real Estate Investment Trusts (Cost $52,825,452) | 50,654,075 | ||||||
Other – 7.6% | |||||||
Ford Motor Co., 6/15/43 Series | 9,400 | 182,924 | |||||
General Motors Corp., 5/15/48 Series | 26,100 | 518,346 | |||||
Great Atlantic & Pacific Tea Co., 8/01/39 Series | 87,800 | 2,257,338 | |||||
Red Lion Hotels Corp., 2/19/44 Series | 15,925 | 424,561 | |||||
Total Other (Cost $3,333,721) | 3,383,169 | ||||||
Total Preferred Stocks (Cost $56,159,173) | 54,037,244 | ||||||
Common Stocks – 10.3% | |||||||
Real Estate Investment Trusts – 8.0% | |||||||
Diversified – 0.8% | |||||||
Colonial Properties Trust | 9,800 | 357,210 | |||||
Health Care – 0.6% | |||||||
Care Investment Trust, Inc. (a) | 10,600 | 145,750 | |||||
Medical Properties Trust, Inc. | 11,275 | 149,168 | |||||
294,918 | |||||||
Mortgage – 6.1% | |||||||
Abingdon Investment, Ltd. (b) | 150,000 | 1,422,000 | |||||
Alesco Financial, Inc. | 142,500 | 1,158,525 | |||||
NovaStar Financial, Inc. | 19,500 | 136,110 | |||||
2,716,635 | |||||||
Retail – 0.1% | |||||||
Feldman Mall Properties, Inc. | 5,000 | 57,000 | |||||
Storage – 0.4% | |||||||
U-Store-It Trust | 10,000 | 163,900 | |||||
Total Real Estate Investment Trusts (Cost $4,291,428) | 3,589,663 | ||||||
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 | |||||||||
Other – 2.3% | |||||||||
American Capital Strategies, Ltd. | 10,700 | $ | 454,964 | ||||||
Iowa Telecommunication Services, Inc. | 24,500 | 556,885 | |||||||
Total Other (Cost $962,395) | 1,011,849 | ||||||||
Total Common Stocks (Cost $5,253,823) | 4,601,512 | ||||||||
Debt Securities – 14.8% | |||||||||
Ford Motor Co., 7.75%, 06/15/2043 | $ | 2,210,000 | 1,723,800 | ||||||
Ford Motor Co., 8.90%, 01/15/2032 | 557,000 | 484,590 | |||||||
General Motors Corp., 8.375%, 07/15/2033 | 2,000,000 | 1,825,000 | |||||||
Six Flags, Inc., 9.75%, 04/15/2013 | 2,740,000 | 2,579,025 | |||||||
Total Debt Securities (Cost $6,523,590) | 6,612,415 | ||||||||
Other Investment Companies – 1.5% | |||||||||
Alpine Total Dynamic Dividend Fund | 22,295 | 462,398 | |||||||
Cornerstone Strategic Value Fund, Inc. | 16,800 | 154,392 | |||||||
LMP Real Estate Income Fund, Inc. | 1,150 | 24,794 | |||||||
Total Other Investment Companies (Cost $657,455) | 641,584 | ||||||||
Short-Term Investments – 4.0% | |||||||||
Other Investment Companies – 4.0% | |||||||||
SSgA Money Market Fund, 4.98% (c) (Cost $1,776,376) | 1,776,376 | 1,776,376 | |||||||
Total Investments – 151.7% (Cost $70,370,417) | 67,669,131 | ||||||||
Other assets less liabilities – (1.2)% | (555,127 | ) | |||||||
Preferred Shares, at liquidation preference – (50.5)% | (22,500,000 | ) | |||||||
Net Assets applicable to common shareholders – 100% | $ | 44,614,004 |
Notes to Portfolio of Investments
- (a)
- As of June 30, 2007, this security had not paid a distribution.
- (b)
- 144A securities. Securities restricted for resale to Qualified Institutional Buyers (3.2% of net assets).
- (c)
- Rate reflects 7 day yield as of June 30, 2007.
See notes to financial statements.
60
RMR Preferred Dividend Fund
Financial Statements
Statement of Assets and Liabilities
June 30, 2007 (unaudited) | | |||||
---|---|---|---|---|---|---|
Assets | ||||||
Investments in securities, at value (cost $70,370,417) | $ | 67,669,131 | ||||
Cash | 8,600 | |||||
Dividends and interest receivable | 544,949 | |||||
Other assets | 7,380 | |||||
Total assets | 68,230,060 | |||||
Liabilities | ||||||
Payable for investment securities purchased | 964,231 | |||||
Distributions payable – preferred shares | 21,879 | |||||
Advisory fee payable | 16,736 | |||||
Accrued expenses and other liabilities | 113,210 | |||||
Total liabilities | 1,116,056 | |||||
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 | $ | 44,614,004 | ||||
Composition of net assets | ||||||
Common shares, $.001 par value per share; | ||||||
unlimited number of shares authorized, | ||||||
2,626,103 shares issued and outstanding | $ | 2,626 | ||||
Additional paid-in capital | 49,656,127 | |||||
Distributions in excess of net investment income | (71,759 | ) | ||||
Accumulated net realized loss on investment transactions | (2,271,704 | ) | ||||
Net unrealized depreciation on investments | (2,701,286 | ) | ||||
Net assets attributable to common shares | $ | 44,614,004 | ||||
Net asset value per share attributable to common shares | ||||||
(based on 2,626,103 common shares outstanding) | $ | 16.99 | ||||
See notes to financial statements.
61
RMR Preferred Dividend Fund
Financial Statements – continued
Statement of Operations
Six Months Ended June 30, 2007 (unaudited) | | ||||||
---|---|---|---|---|---|---|---|
Investment Income | |||||||
Dividends (cash distributions received or due) | $ | 2,451,019 | |||||
Interest | 385,237 | ||||||
Total investment income | 2,836,256 | ||||||
Expenses | |||||||
Advisory | 291,286 | ||||||
Audit and legal | 69,407 | ||||||
Administrative | 53,927 | ||||||
Custodian | 30,122 | ||||||
Preferred share remarketing | 28,118 | ||||||
Compliance and internal audit | 22,817 | ||||||
Trustees' fees and expenses | 10,842 | ||||||
Shareholder reporting | 10,595 | ||||||
Other | 42,200 | ||||||
Total expenses | 559,314 | ||||||
Less: expense waived by the Advisor | (188,479 | ) | |||||
Net expenses | 370,835 | ||||||
Net investment income | 2,465,421 | ||||||
Realized and unrealized loss on investments | |||||||
Net realized loss on investments | (2,321,360 | ) | |||||
Net change in unrealized appreciation/(depreciation) on investments | (1,971,852 | ) | |||||
Net realized and unrealized loss on investments | (4,293,212 | ) | |||||
Distributions to preferred shareholders from net investment income | (570,465 | ) | |||||
Net decrease in net assets attributable to common shares resulting from operations | $ | (2,398,256 | ) | ||||
See notes to financial statements.
62
RMR Preferred Dividend Fund
Financial Statements – continued
Statement of Changes in Net Assets
| Six Months Ended June 30, 2007 (unaudited) | Year Ended December 31, 2006 | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Increase (decrease) in net assets resulting from operations | ||||||||||
Net investment income | $ | 2,465,421 | $ | 4,931,552 | ||||||
Net realized gain (loss) on investments | (2,321,360 | ) | 832,486 | |||||||
Net change in unrealized appreciation/(depreciation) on investments | (1,971,852 | ) | 2,897,321 | |||||||
Distributions to preferred shareholders from: | ||||||||||
Net investment income | (570,465 | ) | (902,855 | ) | ||||||
Net realized gain on investments | — | (147,481 | ) | |||||||
Net increase (decrease) in net assets attributable to common shares resulting from operations | (2,398,256 | ) | 7,611,023 | |||||||
Distributions to common shareholders from: | ||||||||||
Net investment income | (1,966,715 | ) | (4,028,697 | ) | ||||||
Net realized gains on investments | — | (658,083 | ) | |||||||
Capital shares transactions | ||||||||||
Net proceeds from reinvestment of distributions | 239,388 | 435,418 | ||||||||
Net increase from capital transactions | 239,388 | 435,418 | ||||||||
Total increase (decrease) in net assets attributable to common shares | (4,125,583 | ) | 3,359,661 | |||||||
Net assets attributable to common shares | ||||||||||
Beginning of period | 48,739,587 | 45,379,926 | ||||||||
End of period (including distributions in excess of net investment income of ($71,759) and $0, respectively) | $ | 44,614,004 | $ | 48,739,587 | ||||||
Common shares issued and repurchased | ||||||||||
Shares outstanding, beginning of period | 2,613,188 | 2,589,311 | ||||||||
Shares issued | — | — | ||||||||
Shares issued (reinvestment of distributions) | 12,915 | 23,877 | ||||||||
Shares outstanding, end of period | 2,626,103 | 2,613,188 | ||||||||
See notes to financial statements.
63
RMR Preferred Dividend Fund
Financial Highlights
Selected Data For A Common Share Outstanding Throughout Each Period
| Six Months Ended June 30, 2007 (unaudited) | Year Ended December 31, 2006 | For the Period May 25, 2005(a) to December 31, 2005 | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Per Common Share Operating Performance | |||||||||||
Net asset value, beginning of period | $ | 18.65 | $ | 17.53 | $ | 19.09 | (c) | ||||
Income from Investment Operations | |||||||||||
Net investment income (b)(d) | .94 | (e) | 1.90 | .93 | |||||||
Net realized and unrealized appreciation/(depreciation) | |||||||||||
on investments | (1.63) | (e) | 1.43 | (1.22 | ) | ||||||
Distributions to preferred shareholders (common stock equivalent basis) from: | |||||||||||
Net investment income | (.22) | (e) | (.35 | ) | (.14 | ) | |||||
Net realized gain on investments | — | (e) | (.06 | ) | (.02 | ) | |||||
Net increase (decrease) in net asset value from operations | (.91 | ) | 2.92 | (.45 | ) | ||||||
Less: Distributions to common shareholders from: | |||||||||||
Net investment income | (.75) | (e) | (1.55 | ) | (.77 | ) | |||||
Net realized gain on investments | — | (e) | (.25 | ) | (.13 | ) | |||||
Common share offering costs charged to capital | — | — | (.04 | ) | |||||||
Preferred share offering costs charged to capital | — | — | (.17 | ) | |||||||
Net asset value, end of period | $ | 16.99 | $ | 18.65 | $ | 17.53 | |||||
Market price, beginning of period | $ | 20.75 | $ | 16.35 | $ | 20.00 | |||||
Market price, end of period | $ | 19.61 | $ | 20.75 | $ | 16.35 | |||||
Total Return (f) | |||||||||||
Total investment return based on: | |||||||||||
Market price (g) | 0.69 | % | 39.90 | % | 14.10 | % | |||||
Net asset value (g) | (4.92) | % | 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) | 10.67 | % (e)(h) | 10.47 | % | 8.22 | % (h) | |||||
Total preferred share distributions | 2.47 | % (h) | 2.23 | % | 1.40 | % (h) | |||||
Net investment income, net of preferred share distributions (d) | 8.20 | % (e)(h) | 8.24 | % | 6.82 | % (h) | |||||
Expenses, net of fee waivers | 1.60 | % (h) | 1.45 | % | 1.54 | % (h) | |||||
Expenses, before fee waivers | 2.42 | % (h) | 2.26 | % | 2.29 | % (h) | |||||
Portfolio Turnover Rate | 12.43 | % | 23.60 | % | 5.60 | % | |||||
Net assets attributable to common shares, end of period (000s) | $ | 44,614 | $ | 48,740 | $ | 45,380 | |||||
Preferred shares, liquidation preference ($25,000 per share) (000s) | $ | 22,500 | $ | 22,500 | $ | 22,500 | |||||
Asset coverage per preferred share (i) | $ | 74,571 | $ | 79,156 | $ | 75,422 |
- (a)
- Commencement of operations.
- (b)
- Based on average shares outstanding.
- (c)
- 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 the RMR Advisors for $20 per share.
- (d)
- Amounts are net of expenses waived by RMR Advisors.
- (e)
- As discussed in Note A (7) to the financial statements, these amounts are subject to change to the extent 2007 distributions by the issuers of the Fund's investments are characterized as capital gains and return of capital.
- (f)
- Total returns for periods of less than one year are not annualized.
- (g)
- 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.
- (h)
- Annualized.
- (i)
- 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.
64
RMR Preferred Dividend Fund
Notes to Financial Statements
June 30, 2007 (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 non-diversified closed-end management investment company. The Fund had no operations until May 25, 2005, other than matters relating to the Fund's establishment and registration of the Fund's common shares under the Securities Act of 1933.
(2) Interim Financial Statements
The accompanying June 30, 2007, 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 or 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 (7), 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 last available bid price on that day. Securities traded primarily on the NASDAQ Stock Market, or NASDAQ, are normally valued by the Fund at the NASDAQ Official Closing Price, or NOCP, provided by NASDAQ each business day. The NOCP is the most recently reported price as of 4:00:06 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. Because of delays in reporting trades, the NOCP may not be based on the price of the last trade to occur before the market closes. Some fixed income securities may be valued using pricing provided by a pricing service. Any of the Fund's securities which are not readily marketable, which are not traded or which have other characteristics of illiquidity are valued by the Fund at fair value as determined in good faith under the supervision of the Fund's board of trustees. Numerous factors may be considered when determining fair value of a security, including cost at date of purchase, type of security, the nature and duration of restrictions on disposition of the security and whether the issuer of the security being fair valued has other securities of the same type outstanding. Short-term debt securities with less than 60 days until maturity may be valued at cost, which when combined with interest accrued, approximates market value.
(5) 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
65
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.
(6) Federal Taxes
The Fund has qualified and intends to qualify in the future as a "regulated investment company" and to comply with the applicable provisions of subchapter M of the Internal Revenue Code of 1986, as amended, so that it will generally not be subject to federal income tax. However, the Fund may be subject to a 4% excise tax to the extent the Fund does not distribute substantially all taxable earnings each year.
(7) 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 12, 2007, the Fund declared distributions of $0.15 per common share payable in August and September 2007. 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 received 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. Final characterization of the Fund's 2007 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 2007 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, 2007, are as follows:
Cost | $ | 70,370,417 | ||
Gross unrealized appreciation | $ | 907,340 | ||
Gross unrealized depreciation | (3,608,626 | ) | ||
Net unrealized appreciation/(depreciation) | $ | (2,701,286 | ) | |
(8) Concentration of Risk
Under normal market conditions, the Fund's investments will be concentrated in preferred securities issued by real estate investment trusts. The value of Fund shares may fluctuate more than the shares of a fund not concentrated in the real estate industry due to economic, legal, regulatory, technological or other developments affecting the United States real estate industry.
66
(9) Recent Accounting Pronouncements
In June 2006, the Financial Accounting Standards Board, or FASB, issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes", or FIN 48. FIN 48 was effective for the fiscal years beginning after December 15, 2006. The Securities and Exchange Commission delayed the application of FIN 48 to open and closed end funds to not later than June 29, 2007. FIN 48 prescribes how the Fund should recognize, measure and present in the Fund's financial statements uncertain tax provisions that have been taken or expected to be taken in a tax return. Pursuant to FIN 48 the Fund can recognize a tax benefit only if it is "more likely than not" that a particular tax position will be sustained upon examination or audit. To the extent the "more likely than not" standard has been satisfied the benefits associated with a tax position is measured as the largest amount that is greater than 50% likely of being realized upon settlement. As required, the Fund adopted FIN 48 effective June 29, 2007, and concluded that the effect is not material to its financial statements.
In September 2006, FASB issued Statement of Accounting Standards No. 157, "Fair Value Measurement", or SFAS 157, which is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands required disclosures about fair value measurements. The Fund is currently evaluating the impact, if any, the adoption of SFAS 157 will have on its financial statements.
(10) Other Investment Companies
The Fund may invest in the securities of other investment companies to the extent that such investments are consistent with the Fund's investment objectives and principal investment strategies and permissible under the 1940 Act. Under one provision of the 1940 Act, the Fund may not acquire the securities of other investment companies if, as a result, (i) more than 3% of the total outstanding voting securities of any one investment company would be held by the Fund, (ii) more than 5% of the Fund's total assets would be invested in any one investment company or (iii) more than 10% of the Fund's total assets would be invested in securities of other investment companies. Other provisions of the 1940 Act are less restrictive provided that the Fund is able to meet certain conditions. These limitations do not apply to the acquisition of shares of any investment company in connection with a merger, consolidation, reorganization or acquisition of substantially all of the assets of another investment company and the acquisition of money market instruments. The Fund, as a holder of the securities of other investment companies, will bear its pro rata portion of the other investment companies' expenses, including advisory fees. These expenses will be in addition to the direct expenses incurred by the Fund.
(11) Common Shares
The Fund issued 12,915 common shares during the six months ended June 30, 2007 and 23,877 common shares during the year ended December 31, 2006, for a total consideration of $239,388 and $435,418 respectively, pursuant to its dividend reinvestment plan.
Note B
Advisory and Administration Agreements and Other Transactions with Affiliates
The Fund has an advisory agreement with RMR Advisors, Inc., or RMR Advisors, to provide the Fund with a continuous investment program, to make day-to-day investment decisions and to generally manage the business affairs of the Fund in accordance with its investment objectives and policies. Pursuant to this
67
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 are not considered liabilities.
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, until May 24, 2010. The Fund incurred net advisory fees of $102,807 during the six months ended June 30, 2007.
RMR Advisors also performs administrative functions for the Fund pursuant to an administration agreement with the Fund. RMR Advisors has entered into a subadministration agreement with State Street Bank and Trust Company, or State Street, to perform substantially all Fund accounting and other administrative services. Under the administration agreement, RMR Advisors is entitled to reimbursement of the cost of providing administrative services. The Fund reimbursed RMR Advisors for $53,927 of subadministrative fees charged by State Street for the six months ended June 30, 2007.
Each trustee who is not a director, officer or employee of RMR Advisors and who is not an "interested person" of the Fund as defined under the 1940 Act, is considered to be a "disinterested trustee". Disinterested trustees are each paid by the Fund an annual fee plus fees for board and committee meetings. The Fund incurred $10,842 of trustee fees and expenses during the six months ended June 30, 2007.
The Fund's board of trustees and separately the disinterested trustees authorized the Fund to make reimbursement payments to RMR Advisors for costs related to the Fund's compliance and internal audit programs. The Fund incurred $22,817 of compliance and internal audit expense during the six months ended June 30, 2007. The Fund also participates in pooled insurance programs with RMR Advisors and other funds managed by RMR Advisors and makes payments of allocated portions of related premiums. The Fund incurred $9,835 of insurance expense during the six months ended June 30, 2007.
Note C
Securities Transactions
During the six months ended June 30, 2007, there were purchases and sales transactions (excluding short term securities) of $8,882,383 and $8,348,489, respectively. Brokerage commissions on securities transactions amounted to $4,981 during the six months ended June 30, 2007.
Note D
Preferred Shares
The Fund's 900 outstanding Series M auction preferred shares have a liquidation preference of $25,000 per share plus an amount equal to accumulated plus 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
68
will generally vote together with the holders of the Fund's common shares as a single class. Holders of the preferred shares, voting as a separate class, also are entitled to elect two of the Fund's trustees. The Fund pays distributions on the preferred shares at a rate set at auctions held generally every seven days. Distributions are generally payable every seven days, on the first business day following the end of a distribution period. The preferred share distribution rate was 5.00% per annum as of June 30, 2007.
Note E
Submission of Proposals to a Vote of Shareholders
The annual meeting of Fund shareholders was held on May 8, 2007. Following is a summary of the proposals submitted to shareholders for vote at the meeting and the votes cast:
Proposal | Votes for | Votes withheld | Votes abstained | ||||
---|---|---|---|---|---|---|---|
Common and Preferred shares | |||||||
Election of Arthur G. Koumantzelis as trustee until the 2010 annual meeting. | 2,554,635 | 26,250 | — | ||||
Preferred shares | |||||||
Election of Barry M. Portnoy as trustee until the 2010 annual meeting. | 855 | 5 | — |
Proposal | Votes for | Votes against | Votes abstained | Broker Non-Vote | |||||
---|---|---|---|---|---|---|---|---|---|
Common and Preferred shares | |||||||||
Amendment to declaration of trust to explicitly provide that any shareholder that breaches the Fund's declaration of trust or bylaws will indemnify and hold harmless the Fund (and, if applicable, any charitable trustee) from and against all costs, expenses, penalties, fines and other amounts, including attorneys' and other professional fees, arising from the shareholder's breach, together with interest on such amounts. | 861,007 | 38,689 | 21,016 | 1,660,173 |
Note F
Portfolio Management Changes
On May 21, 2007, Fernando Diaz and Adam D. Portnoy were appointed co-portfolio managers for the RMR Funds which invest in U.S. domestic securities: RMR Real Estate Fund, RMR Hospitality and Real Estate Fund, RMR F.I.R.E. Fund and RMR Preferred Dividend Fund. Barry M. Portnoy remains a co-portfolio manager for these Funds. Mr. Diaz joined RMR Advisors as a Vice President on May 21, 2007. He also serves as Vice President of each of the RMR Funds. Mr. Adam Portnoy has been with RMR Advisors since 2004 and serves as its President. He also serves as President of each of the RMR Funds.
69
RMR Asia Pacific Real Estate Fund
June 30, 2007
To our shareholders,
In the pages that follow, you will find data summarizing our financial results for the six months ended June 30, 2007, and our financial position as of June 30, 2007.
Relevant Market Conditions
Real Estate Industry Fundamentals. Economic growth in the Asian region remains strong and inflation appears to be generally under control. Authorities have been raising interest rates in China and India in order to slow down extreme growth, which appears to working in India but not yet in China. Official interest rates are expected to rise in Japan over the long term as they are currently very low; however, weak consumer demand has caused the monetary authority to slow the tightening process. As a result the Japanese yen has declined in value, or at least not risen as much as expected. Demand for office space in the financial centers of Tokyo, Hong Kong and Singapore has been very strong. This has led to low vacancy levels and some of the highest asking rents for years. Wage growth and low unemployment have resulted in rising consumer incomes and confidence. This supports retail sales and demand for residential property in most of the markets, except perhaps Japan. Strong exports from Japan, Korea and China have helped to revive the industrial real estate sector. The hotel sector is also buoyant, with strong occupancy and rising room rates.
Real Estate Industry Technicals. Rising bond yields have damaged investor sentiment caused a serious correction in the real estate security markets in June. However, we expect stabilization in the credit markets and a gradual recovery in real estate securities over the remainder of this year. Demand for underlying real estate remains strong and property capital values continue to rise. There has only been one Real Estate Investment Trust, or REIT, initial public offering in Japan this year, which is a significant slowdown from last year. Singapore is becoming a major regional securities market center and it has seen several new REIT listings, including trusts with assets in India and Indonesia.
Fund Strategies, Techniques and Performance
Our primary investment objective is capital appreciation. There can be no assurance that we will achieve our investment objective.
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During the first six months of 2007, our total return on net asset value, or NAV, was 12.9%. During that same period, the total return for the EPRA NAREIT Asia Index (an unmanaged index of Asia Pacific real estate common stocks) was 11.7%. We believe this index is relevant to us because all our investments as of June 30, 2007, excluding short term investments, were in securities of real estate companies in countries covered by this index. The S&P 500 Index (an unmanaged index published as Standard and Poor's Composite Index of 500 common stocks) total return for the same period was 6.9%.
Thank you for your continued support. For more information, please view our website, at www.rmrfunds.com.
Sincerely,
Adam D. Portnoy
President
Portfolio holdings by sub-sector as a percentage of investments
(as of June 30, 2007) *
Diversified | 61 | % | |||
Office | 14 | % | |||
Retail | 14 | % | |||
Others, less than 10% | 10 | % | |||
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, 2007) *
Japan | 36 | % | |||
Hong Kong | 29 | % | |||
Australia | 18 | % | |||
Singapore | 12 | % | |||
Others, less than 10% | 4 | % | |||
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 agree 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.
71
RMR Asia Pacific Real Estate Fund
Portfolio of Investments – June 30, 2007 (unaudited)
Company | Shares | Value | |||||
---|---|---|---|---|---|---|---|
Common Stocks – 97.4% Australia – 16.6% | |||||||
Apartments – 1.9% | |||||||
Peet, Ltd. | 260,000 | $ | 908,164 | ||||
Diversified – 8.2% | |||||||
Abacus Property Group | 490,000 | 822,536 | |||||
Charter Hall Group | 400,000 | 963,101 | |||||
GPT Group * | 210,000 | 829,657 | |||||
Multiplex Group * | 140,000 | 583,965 | |||||
Valad Property Group | 378,700 | 637,308 | |||||
3,836,567 | |||||||
Office – 5.2% | |||||||
Cromwell Group | 958,898 | 963,350 | |||||
Macquarie Goodman Group | 260,000 | 1,481,277 | |||||
2,444,627 | |||||||
Retail – 1.3% | |||||||
Centro Properties Group | 85,000 | 612,536 | |||||
Total Australia (Cost $6,861,395) | 7,801,894 | ||||||
Hong Kong – 29.2% | |||||||
Diversified – 12.4% | |||||||
Greentown China Holdings, Ltd. | 275,000 | 597,887 | |||||
Guangzhou R&F Properties Co., Ltd., Class H | 135,200 | 414,979 | |||||
Hongkong Land Holdings, Ltd. | 340,983 | 1,534,423 | |||||
Hopson Development Holdings, Ltd. | 330,000 | 926,374 | |||||
Hysan Development Co., Ltd. | 180,000 | 478,821 | |||||
Kerry Properties, Ltd. | 70,000 | 441,350 | |||||
New World China Land, Ltd. | 450,000 | 382,712 | |||||
Shenzhen Investment, Ltd. | 710,000 | 537,549 | |||||
Shun TAK Holdings, Ltd. | 340,000 | 501,790 | |||||
5,815,885 | |||||||
Hospitality – 6.5% | |||||||
Regal Real Estate Investment Trust *(a) | 2,200,000 | 748,414 | |||||
Sun Hung Kai Properties, Ltd. | 191,000 | 2,301,028 | |||||
3,049,442 | |||||||
Office – 3.4% | |||||||
Champion Real Estate Investment Trust * | 2,800,000 | 1,597,094 | |||||
Retail – 6.9% | |||||||
Hang Lung Properties, Ltd. | 765,000 | 2,636,683 | |||||
The Link REIT * | 260,000 | 575,251 | |||||
3,211,934 | |||||||
Total Hong Kong (Cost $11,114,379) | 13,674,355 | ||||||
See notes to financial statements and notes to portfolio of investments. |
72
Common Stocks – continued | |||||||
Japan – 35.3% | |||||||
Apartments – 0.9% | |||||||
Nippon Residential Investment Corp. * | 71 | $ | 412,305 | ||||
Diversified – 25.9% | |||||||
Mitsubishi Estate Co., Ltd. | 152,000 | 4,135,635 | |||||
Mitsui Fudosan Co., Ltd | 125,000 | 3,512,690 | |||||
Shoei Co., Ltd. | 22,000 | 461,888 | |||||
Sumitomo Realty & Development Co., Ltd. | 123,000 | 4,015,919 | |||||
12,126,132 | |||||||
Office – 5.1% | |||||||
Nippon Building Fund, Inc. * | 45 | 624,975 | |||||
NTT Urban Development Corp. | 920 | 1,785,827 | |||||
2,410,802 | |||||||
Retail – 3.4% | |||||||
Diamond City Co., Ltd. | 66,000 | 1,597,401 | |||||
Total Japan (Cost $12,819,019) | 16,546,640 | ||||||
Malaysia – 2.4% | |||||||
Diversified – 2.4% | |||||||
KLCC Property Holdings Berhad | 690,000 | 727,473 | |||||
SP Setia Berhad | 158,000 | 395,858 | |||||
1,123,331 | |||||||
Total Malaysia (Cost $968,316) | 1,123,331 | ||||||
Philippines – 2.0% | |||||||
Diversified – 2.0% | |||||||
Filinvest Land, Inc. | 5,800,000 | 270,875 | |||||
Megaworld Corp. | 7,599,868 | 657,286 | |||||
928,161 | |||||||
Total Philippines (Cost $601,889) | 928,161 | ||||||
Singapore – 11.9% | |||||||
Diversified – 10.0% | |||||||
Capitacommercial Trust * | 465,000 | 890,054 | |||||
Capitaland, Ltd. | 242,000 | 1,280,549 | |||||
CDL Hospitality Trusts * | 420,000 | 674,963 | |||||
Keppel Land, Ltd. | 97,000 | 554,467 | |||||
Singapore Land, Ltd. | 34,000 | 253,209 | |||||
Suntec Real Estate Investment Trust * | 813,157 | 1,030,557 | |||||
4,683,799 | |||||||
See notes to financial statements and notes to portfolio of investments. |
73
Common Stocks – continued | |||||||
Singapore – continued | |||||||
Retail – 1.9% | |||||||
CapitaRetail China Trust *(a) | 170,000 | $ | 350,939 | ||||
Frasers Centrepoint Trust * | 470,000 | 528,107 | |||||
879,046 | |||||||
Total Singapore (Cost $4,451,484) | 5,562,845 | ||||||
Total Common Stocks (Cost $36,816,482) | 45,637,226 | ||||||
Rights – 0.0% | |||||||
Australia – 0.0% | |||||||
Valad Property Group, Rights, expiring 7/17/07 (a) (Cost $0) | 284,025 | 0 | |||||
Warrants – 1.4% | |||||||
Australia – 1.4% | |||||||
Macquarie Bank, Ltd., Warrants, expiring 6/19/08 (a) (Cost $718,945) | 53,000 | 656,670 | |||||
Short-Term Investments – 1.1% | |||||||
Other Investment Companies – 1.1% | |||||||
SSgA Money Market Fund, 4.98% (b) (Cost $509,962) | 509,962 | 509,962 | |||||
Total Investments – 99.9% (Cost $38,045,389) | 46,803,858 | ||||||
Other assets less liabilities – 0.1% | 37,630 | ||||||
Net Assets – 100% | $ | 46,841,488 |
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, 2007, this security had not paid a distribution.
- (b)
- Rate reflects 7 day yield as of June 30, 2007.
See notes to financial statements.
74
RMR Asia Pacific Real Estate Fund
Financial Statements
Statement of Assets and Liabilities
June 30, 2007 (unaudited) | | ||||
---|---|---|---|---|---|
Assets | |||||
Investments in securities, at value (cost $38,045,389) | $ | 46,803,858 | |||
Cash | 423 | ||||
Foreign currency, at value (cost $39,536) | 39,547 | ||||
Dividends and interest receivable | 120,440 | ||||
Other assets | 11,172 | ||||
Total assets | 46,975,440 | ||||
Liabilities | |||||
Advisory fee payable | 29,542 | ||||
Accrued expenses and other liabilities | 104,410 | ||||
Total liabilities | 133,952 | ||||
Net assets | $ | 46,841,488 | |||
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 | 33,437,837 | ||||
Undistributed net investment income | 985,066 | ||||
Accumulated net realized gain on investments and foreign currency | 3,658,358 | ||||
Net unrealized appreciation on investments and foreign currency transactions | 8,758,472 | ||||
Net assets | $ | 46,841,488 | |||
Net asset value per share (based on 1,755,000 shares outstanding) | $ | 26.69 | |||
See notes to financial statements.
75
RMR Asia Pacific Real Estate Fund
Financial Statements – continued
Statement of Operations
Six Months Ended June 30, 2007 (unaudited) | | ||||||
---|---|---|---|---|---|---|---|
Investment Income | |||||||
Dividends (cash distributions received or due, net of foreign taxes withheld of $59,633) | $ | 492,827 | |||||
Interest | 11,461 | ||||||
Total investment income | 504,288 | ||||||
Expenses | |||||||
Advisory | 229,123 | ||||||
Administrative | 54,046 | ||||||
Custodian | 37,670 | ||||||
Audit and legal | 37,335 | ||||||
Compliance and internal audit | 22,530 | ||||||
Trustees' fees and expenses | 10,545 | ||||||
Shareholder reporting | 10,150 | ||||||
Other | 32,525 | ||||||
Total expenses | 433,924 | ||||||
Less: expense waived by the Advisor | (57,281 | ) | |||||
Net expenses | 376,643 | ||||||
Net investment income | 127,645 | ||||||
Realized and unrealized gain (loss) on investment and foreign currency transactions | |||||||
Net realized gain on investments (net of foreign capital gain taxes of $10,336) | 3,474,494 | ||||||
Net realized loss on foreign currency transactions | (12,705 | ) | |||||
Net change in unrealized appreciation on investments | 1,739,965 | ||||||
Net increase in net assets resulting from operations | $ | 5,329,399 | |||||
See notes to financial statements.
76
RMR Asia Pacific Real Estate Fund
Financial Statements – continued
Statement of Changes in Net Assets
| Six Months Ended June 30, 2007 (unaudited) | For the Period May 25, 2006(a) to December 31, 2006 | ||||||
---|---|---|---|---|---|---|---|---|
Increase in net assets resulting from operations | ||||||||
Net investment income | $ | 127,645 | $ | 353,151 | ||||
Net realized gain on investment transactions and foreign currency transactions | 3,461,789 | 647,831 | ||||||
Net change in unrealized appreciation/(depreciation) on investments | 1,739,965 | 7,018,507 | ||||||
Net increase in net assets resulting from operations | 5,329,399 | 8,019,489 | ||||||
Capital shares transactions | ||||||||
Net proceeds from sale of common shares | — | 33,392,600 | ||||||
Net increase from capital transactions | — | 33,392,600 | ||||||
Total increase in net assets | 5,329,399 | 41,412,089 | ||||||
Net assets | ||||||||
Beginning of period | 41,512,089 | 100,000 | ||||||
End of period (including undistributed net investment income of $985,066 and $857,421, respectively) | $ | 46,841,488 | $ | 41,512,089 | ||||
Common shares | ||||||||
Shares outstanding, beginning of period | 1,755,000 | 5,000 | ||||||
Shares issued | — | 1,750,000 | ||||||
Shares outstanding, end of period | 1,755,000 | 1,755,000 | ||||||
(a) Commencement of operations.
See notes to financial statements.
77
RMR Asia Pacific Real Estate Fund
Financial Highlights
Selected Data For A Common Share Outstanding Throughout Each Period
| Six Months Ended June 30, 2007 (unaudited) | For the Period May 25, 2006(a) to December 31, 2006 | ||||||
---|---|---|---|---|---|---|---|---|
Per Common Share Operating Performance (b) | ||||||||
Net asset value, beginning of period | $ | 23.65 | $ | 19.08 | (c) | |||
Income from Investment Operations | ||||||||
Net investment income (d) | .07 | .21 | ||||||
Net realized and unrealized appreciation/(depreciation) on investments | 2.97 | 4.40 | ||||||
Net increase in net asset value from operations | 3.04 | 4.61 | ||||||
Common share offering costs charged to capital | — | (.04 | ) | |||||
Net asset value, end of period | $ | 26.69 | $ | 23.65 | ||||
Market price, beginning of period | $ | 23.41 | $ | 20.00 | ||||
Market price, end of period | $ | 23.86 | $ | 23.41 | ||||
Total Return (e) | ||||||||
Total investment return based on: | ||||||||
Market price (f) | 1.92 | % | 17.05 | % | ||||
Net asset value (f) | 12.85 | % | 23.95 | % | ||||
Ratios/Supplemental Data: | ||||||||
Ratio to average net assets attributable to common shares of: (g) | ||||||||
Net investment income, before total preferred share distributions (d) | 0.56 | % | 1.64 | % | ||||
Expenses, net of fee waivers | 1.64 | % | 2.25 | % | ||||
Expenses, before fee waivers | 1.89 | % | 2.50 | % | ||||
Portfolio Turnover Rate | 36.79 | % | 27.61 | % | ||||
Net assets attributable to common shares, end of period (000s) | $ | 46,841 | $ | 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 4,000 common shares sold to affiliates of the RMR Advisors for $20 per share.
- (d)
- Amounts are net of expenses waived by RMR Advisors.
- (e)
- Total returns for periods of less than one year are not annualized.
- (f)
- Total return based on per share market price assumes the purchase of common shares at the market price on the first day and sales of common shares at the market price on the last day of the period indicated; dividends and distributions, if any, are assumed to be reinvested at market prices on the ex-dividend date. The total return based net asset value, or NAV, assumes the purchase of common shares at NAV on the first day and sales of common shares at NAV on the last day of the period indicated; distributions are assumed to be reinvested at NAV on the ex-dividend date. Results represent past performance and do not guarantee future results. Total return would have been lower if RMR Advisors had not contractually waived a portion of its investment advisory fee.
- (g)
- Annualized.
See notes to financial statements.
78
RMR Asia Pacific Real Estate Fund
Notes to Financial Statements
June 30, 2007 (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, registration of the Fund's common shares under the Securities Act of 1933, and the sale of 5,000 common shares for $100,000 to RMR Advisors, Inc., or RMR Advisors. On May 25, 2006, the Fund sold 1,750,000 common shares in an initial public offering including 40,000 shares sold to affiliates of RMR Advisors. Proceeds to the Fund were $33,392,600 after deducting underwriting commissions and $68,400 of offering expenses. There was no underwriting commission or offering expenses paid on shares sold to the affiliates of RMR Advisors.
(2) Interim Financial Statements
The accompanying June 30, 2007, 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 or 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 last available bid price on that day. Any of the Fund's securities which are not readily marketable, which are not traded or which have other characteristics of illiquidity are valued by the Fund at fair value as determined in good faith under the supervision of the Fund's board of trustees. Numerous factors may be considered when determining fair value of a security, including cost at date of purchase, type of security, the nature and duration of restrictions on disposition of the security and whether the issuer of the security being fair valued has other securities of the same type outstanding. Short-term debt securities with less than 60 days until maturity may be valued at cost, which when combined with interest accrued, approximates market value.
Some foreign markets close before the close of customary trading sessions on the American Stock Exchange or AMEX (normally 4:00 p.m. eastern time). Occasionally, events occur after the principal foreign exchange on which the foreign securities trade has closed but before the AMEX closes and the Fund determines net asset value, or NAV, that could affect the value of the securities the Fund owns or cause their prices to be unreliable. If these events are expected to materially affect the Fund's NAV, the prices of such securities will be adjusted to reflect their estimated fair value as of the close of the AMEX, as determined in good faith under procedures established by the Fund's board of trustees.
79
(5) 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.
(6) 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 United States 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 June 30, 2007, $59,633 of foreign taxes have been withheld from distributions to the Fund and recorded as a reduction of dividend income and $10,336 of foreign taxes have been withheld from the proceeds of sales of securities and recorded as a reduction of net realized gains on investments.
(7) Distributable Earnings
The Fund earns income, net of expenses, daily on its investments. It is the policy of the Fund to make distributions of its income at least annually in amounts at least equal to the amount necessary to maintain its status as a registered investment company. On July 12, 2007, the Fund declared a distribution of $1.52 to common shareholders payable on September 14, 2007. 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, 2007, are as follows:
Cost | $ | 38,045,389 | ||
Gross unrealized appreciation | $ | 9,066,755 | ||
Gross unrealized depreciation | (308,286 | ) | ||
Net unrealized appreciation/(depreciation) | $ | 8,758,469 | ||
(8) Concentration of Risk
Under normal market conditions, the Fund's investments will be concentrated in common shares, preferred shares and debt securities, including convertible preferred and debt securities, issued by Asia Pacific real estate companies and REITs. The value of Fund shares may fluctuate more than the shares of a fund not concentrated in the real estate industry or in the Asia Pacific region due to economic, legal, regulatory, technological or other developments affecting the Asia Pacific real estate industry and securities market.
80
(9) Foreign Securities Risk
As compared to U.S. securities, foreign securities may be issued by companies which provide less financial and other information, and which are subject to less developed and difficult to access legal systems, less stringent accounting, auditing and financial reporting standards or different governmental regulations. As compared to U.S. securities markets, foreign securities markets may have different settlement procedures, may have higher transaction costs, may be conducted in a less regulated manner, are generally smaller and may be less liquid and more volatile than securities markets in the U.S. The value of foreign securities may also decline or be unstable because of political, social or economic events or instability outside of the U.S.
(10) Foreign Currency Translations
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.
(11) Recent Accounting Pronouncements
In June 2006, the Financial Accounting Standards Board, or FASB, issued Interpretation No. 48 "Accounting for Uncertainty in Income Taxes", or FIN 48. FIN 48 was effective for the fiscal years beginning after December 15, 2006. The Securities and Exchange Commission delayed the application of FIN 48 to open and closed end funds to not later than June 29, 2007. FIN 48 prescribes how the Fund should recognize, measure and present in the Fund's financial statements uncertain tax provisions that have been taken or expected to be taken in a tax return. Pursuant to FIN 48 the Fund can recognize a tax benefit only if it is "more likely than not" that a particular tax position will be sustained upon examination or audit. To the extent the "more likely than not" standard has been satisfied the benefits associated with a tax position is measured as the largest amount that is greater than 50% likely of being realized upon settlement. As required, the Fund adopted FIN 48 effective June 29, 2007, and concluded that the effect is not material to its financial statements.
In September 2006, FASB issued Statement of Accounting Standards No. 157, "Fair Value Measurement", or SFAS 157, which is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands required disclosures about fair value measurements. The Fund is currently evaluating the impact, if any, the adoption of SFAS 157 will have on its financial statements.
81
(12) Other Investment Companies
The Fund may invest in the securities of other investment companies to the extent that such investments are consistent with the Fund's investment objectives and principal investment strategies and permissible under the 1940 Act. Under one provision of the 1940 Act, the Fund may not acquire the securities of other investment companies if, as a result, (i) more than 3% of the total outstanding voting securities of any one investment company would be held by the Fund, (ii) more than 5% of the Fund's total assets would be invested in any one investment company or (iii) more than 10% of the Fund's total assets would be invested in securities of other investment companies. Other provisions of the 1940 Act are less restrictive provided that the Fund is able to meet certain conditions. These limitations do not apply to the acquisition of shares of any investment company in connection with a merger, consolidation, reorganization or acquisition of substantially all of the assets of another investment company and the acquisition of money market instruments. The Fund, as a holder of the securities of other investment companies, will bear its pro rata portion of the other investment companies' expenses, including advisory fees. These expenses will be in addition to the direct expenses incurred by the Fund.
Note B
Advisory, Subadvisory and Administration Agreements and Other Transactions with Affiliates
The Fund has an advisory agreement with RMR Advisors, to provide the Fund with a continuous investment program, oversee the subadvisor and generally manage the business affairs of the Fund in accordance with its investment objectives and policies. Pursuant to the agreement, RMR Advisors is compensated at an annual rate of 1% of the Fund's average daily net assets.
RMR Advisors has contractually agreed to waive a portion of its annual fee equal to 0.25% of the Fund's average daily managed assets until May 25, 2011. The Fund incurred net advisory fees of $171,842 during the six months ended June 30, 2007.
RMR Advisors has entered into a subadvisory agreement with MacarthurCook Investment Managers Ltd., or MacarthurCook, to make day-to-day investment decisions and to generally manage the business affairs of the Fund in accordance with its investment objectives and policies. Pursuant to the agreement, RMR Advisors, and not the Fund, will pay the subadvisor a monthly fee equal to an annual rate of 0.375% of the Fund's average daily 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 providing administrative services. The Fund reimbursed RMR Advisors for $54,046 of subadministrative fees charged by State Street for the six months ended June 30, 2007.
Each trustee who is not a director, officer or employee of RMR Advisors and who is not an "interested person" of the Fund as defined under the 1940 Act, is considered to be a "disinterested trustee". Disinterested trustees are each paid by the Fund an annual fee plus fees for board and committee meetings. The Fund incurred $10,545 of trustee fees and expenses during the six months ended June 30, 2007.
82
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 $22,530 of compliance and internal audit expense during the six months ended June 30, 2007. The Fund also participates in pooled insurance programs with RMR Advisors and other funds managed by RMR Advisors and makes payments of allocated portions of related premiums. The Fund incurred $9,835 of insurance expense during the six months ended June 30, 2007.
Note C
Securities Transactions
During the six months ended June 30, 2007, there were purchases and sales transactions (excluding short term securities) of $16,703,113 and $16,923,981, respectively. Brokerage commissions on securities transactions amounted to $75,568 during the six months ended June 30, 2007.
Note D
Submission of Proposals to a Vote of Shareholders
The annual meeting of Fund shareholders was held on May 8, 2007. Following is a summary of the proposals submitted to shareholders for vote at the meeting and the votes cast:
Proposal | Votes for | Votes withheld | Votes abstained | |||
---|---|---|---|---|---|---|
Election of Arthur G. Koumantzelis as trustee until the 2010 annual meeting. | 1,557,253 | 37,451 | — | |||
Election of Barry M. Portnoy as trustee until the 2010 annual meeting. | 1,547,386 | 47,318 | — |
Proposal | Votes for | Votes against | Votes abstained | Broker Non-Vote | ||||
---|---|---|---|---|---|---|---|---|
Amendment to declaration of trust to explicitly provide that any shareholder that breaches the Fund's declaration of trust or bylaws will indemnify and hold harmless the Fund (and, if applicable, any charitable trustee) from and against all costs, expenses, penalties, fines and other amounts, including attorneys' and other professional fees, arising from the shareholder's breach, together with interest on such amounts. | 509,739 | 33,729 | 8,891 | 1,042,345 |
83
RMR Asia Real Estate Fund
June 30, 2007
To our shareholders,
In the pages that follow, you will find data summarizing our financial results for the period from May 25, 2007, the date we commenced operations, through June 30, 2007, and our financial position as of June 30, 2007.
Although the Fund has been in operation for only a short time, we have taken the steps to build what we believe will be a sound long term investment portfolio.
Relevant Market Conditions
Real Estate Industry Fundamentals. Economic growth in the Asian region remains strong and inflation appears to be generally under control. Authorities have been raising interest rates in China and India in order to slow down extreme growth, which appears to working in India but not yet in China. Official interest rates are expected to rise in Japan over the long term as they are currently very low; however, weak consumer demand has caused the monetary authority to slow the tightening process. As a result the Japanese yen has declined in value, or at least not risen as much as expected. Demand for office space in the financial centers of Tokyo, Hong Kong and Singapore has been very strong. This has led to low vacancy levels and some of the highest asking rents for years. Wage growth and low unemployment have resulted in rising consumer incomes and confidence. This supports retail sales and demand for residential property in most of the markets, except perhaps Japan. Strong exports from Japan, Korea and China have helped to revive the industrial real estate sector. The hotel sector is also buoyant, with strong occupancy and rising room rates.
Real Estate Industry Technicals. Rising bond yields have damaged investor sentiment caused a serious correction in the real estate security markets in June. However, we expect stabilization in the credit markets and a gradual recovery in real estate securities over the remainder of this year. Demand for underlying real estate remains strong and property capital values continue to rise. There has only been one Real Estate Investment Trust, or REIT, initial public offering in Japan this year, which is a significant slowdown from last year. Singapore is becoming a major regional securities market center and it has seen several new REIT listings, including trusts with assets in India and Indonesia.
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 period from May 25, 2007, through June 30, 2007, our total return on net asset value, or NAV, was negative 5.25%. 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 4.5%. We believe this index is
84
relevant to us because all our investments as of June 30, 2007, excluding short term investments, were in securities of real estate companies in countries covered by this index. The S&P 500 Index (an unmanaged index published as Standard and Poor's Composite Index of 500 common stocks) total return for the same period was negative 0.6%.
Thank you for your continued support. For more information, please view our website, at www.rmrfunds.com.
Sincerely,
Adam D. Portnoy
President
Portfolio holdings by sub-sector as a percentage of investments
(as of June 30, 2007) *
Diversified | 70 | % | |||
Retail | 11 | % | |||
Other, less than 10% | 14 | % | |||
Short term investments | 5 | % | |||
Total investments | 100 | % | |||
Real Estate | 99 | % | |||
Short term investments | 1 | % | |||
Total investments | 100 | % | |||
Portfolio holdings by country (as of June 30, 2007) *
Hong Kong | 39 | % | |||
Japan | 35 | % | |||
Singapore | 13 | % | |||
Other, less than 10% | 8 | % | |||
Short term investments | 5 | % | |||
Total | 100 | % | |||
- *
- These percentages represent the Fund's portfolio holdings by sub-sector as a percentage of total portfolio holdings and do not agree 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.
85
RMR Asia Real Estate Fund
Portfolio of Investments – June 30, 2007 (unaudited)
Company | Shares | Value | ||||||
---|---|---|---|---|---|---|---|---|
Common Stocks – 94.4% | ||||||||
Hong Kong – 39.1% | ||||||||
Diversified – 23.5% | ||||||||
China Resources Land, Ltd. | 1,158,000 | $ | 1,732,735 | |||||
Great Eagle Holdings, Ltd. | 200,000 | 700,839 | ||||||
Henderson Land Development Co. Ltd | 333,000 | 2,267,783 | ||||||
Hongkong Land Holdings, Ltd. | 1,847,000 | 8,311,500 | ||||||
Hysan Development Co., Ltd. | 1,122,000 | 2,984,653 | ||||||
New World China Land, Ltd. | 1,842,000 | 1,566,567 | ||||||
Shenzhen Investment, Ltd. | 2,486,000 | 1,882,177 | ||||||
Shimao Property Holdings, Ltd. | 330,000 | 739,411 | ||||||
20,185,665 | ||||||||
Hospitality – 6.6% | ||||||||
Sun Hung Kai Properties, Ltd. | 469,000 | 5,650,169 | ||||||
Retail – 9.0% | ||||||||
Hang Lung Properties, Ltd. | 1,174,000 | 4,046,360 | ||||||
The Link REIT * | 1,689,000 | 3,736,917 | ||||||
7,783,277 | ||||||||
Total Hong Kong (Cost $33,971,595) | 33,619,111 | |||||||
Japan – 34.8% | ||||||||
Apartments – 1.0% | ||||||||
Nippon Residential Investment Corp. * | 148 | 859,452 | ||||||
Diversified – 28.9% | ||||||||
Aeon Mall Co., Ltd. | 47,900 | 1,474,445 | ||||||
Mitsubishi Estate Co., Ltd. | 450,000 | 12,243,655 | ||||||
Mitsui Fudosan Co., Ltd | 220,000 | 6,182,335 | ||||||
Shoei Co., Ltd. | 40,260 | 845,255 | ||||||
Sumitomo Realty & Development Co., Ltd. | 125,000 | 4,081,218 | ||||||
24,826,908 | ||||||||
Office – 4.9% | ||||||||
Nippon Building Fund, Inc. * | 203 | 2,819,330 | ||||||
NTT Urban Development Corp. | 700 | 1,358,782 | ||||||
4,178,112 | ||||||||
Total Japan (Cost $34,610,682) | 29,864,472 | |||||||
See notes to financial statements and notes to portfolio of investments. |
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Common Stocks – continued | ||||||||
Malaysia – 3.5% | ||||||||
Diversified – 3.5% | ||||||||
KLCC Property Holdings Berhad | 1,349,000 | $ | 1,422,262 | |||||
SP Setia Berhad | 616,000 | 1,543,345 | ||||||
2,965,607 | ||||||||
Total Malaysia (Cost $3,139,243) | 2,965,607 | |||||||
Philippines – 3.8% | ||||||||
Diversified – 3.8% | ||||||||
Filinvest Land, Inc. | 36,202,000 | 1,690,731 | ||||||
Megaworld Corp. | 17,963,000 | 1,553,557 | ||||||
3,244,288 | ||||||||
Total Philippines (Cost $3,204,054) | 3,244,288 | |||||||
Singapore – 13.2% | ||||||||
Diversified – 10.6% | ||||||||
Allgreen Properties, Ltd. | 1,965,000 | 2,682,901 | ||||||
CDL Hospitality Trusts * | 1,343,000 | 2,158,275 | ||||||
City Developments, Ltd. | 203,000 | 2,294,235 | ||||||
Keppel Land, Ltd, | 170,000 | 971,746 | ||||||
Singapore Land, Ltd. | 137,000 | 1,020,284 | ||||||
9,127,441 | ||||||||
Office – 0.9% | ||||||||
Ascott Residence Trust | 593,000 | 782,531 | ||||||
Retail – 1.7% | ||||||||
Frasers Centrepoint Trust * | 1,289,000 | 1,448,362 | ||||||
Total Singapore (Cost $11,004,678) | 11,358,334 | |||||||
Total Common Stocks (Cost $85,930,252) | 81,051,812 | |||||||
Warrants – 1.3% | ||||||||
Australia – 1.3% | ||||||||
Macquarie Bank, Ltd., Warrants, expriring 6/19/08 (a) (Cost $1,121,584) | 90,000 | 1,115,100 | ||||||
Short-Term Investments – 4.5% | ||||||||
Other Investment Companies – 4.5% | ||||||||
SSgA Money Market Fund, 4.98% (b) (Cost $3,857,778) | 3,857,778 | 3,857,778 | ||||||
Total Investments – 100.2% (Cost $90,909,614) | 86,024,690 | |||||||
Other assets less liabilities – (0.2)% | (143,915 | ) | ||||||
Net Assets – 100% | $ | 85,880,775 |
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, 2007, this security had not paid a distribution.
- (b)
- Rate reflects 7 day yield as of June 30, 2007.
See notes to financial statements.
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RMR Asia Real Estate Fund
Financial Statements
Statement of Assets and Liabilities
June 30, 2007 (unaudited) | | ||||||
---|---|---|---|---|---|---|---|
Assets | |||||||
Investments in securities, at value (cost $90,909,614) | $ | 86,024,690 | |||||
Cash | 121 | ||||||
Dividends and interest receivable | 140,252 | ||||||
Total assets | 86,165,063 | ||||||
Liabilities | |||||||
Advisory fee payable | 53,970 | ||||||
Accrued expenses and other liabilities | 230,318 | ||||||
Total liabilities | 284,288 | ||||||
Net assets | $ | 85,880,775 | |||||
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 | ||||||
Undistributed net investment income | 109,632 | ||||||
Accumulated net realized gain on investment and foreign currency transactions | 21,035 | ||||||
Net unrealized depreciation on investments and foreign currency transactions | (4,884,892 | ) | |||||
Net assets | $ | 85,880,775 | |||||
Net asset value per share (based on 4,755,000 shares outstanding) | $ | 18.06 | |||||
See notes to financial statements.
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RMR Asia Real Estate Fund
Financial Statements – continued
Statement of Operations
For the Period May 25, 2007(a) to June 30, 2007 (unaudited) | | ||||||
---|---|---|---|---|---|---|---|
Investment Income | |||||||
Dividends (cash distributions received or due, net of foreign taxes withheld of $2,625) | $ | 109,718 | |||||
Interest | 102,134 | ||||||
Total investment income | 211,852 | ||||||
Expenses | |||||||
Advisory | 79,409 | ||||||
Audit and legal | 11,050 | ||||||
Administrative | 8,353 | ||||||
Compliance and internal audit | 6,719 | ||||||
Custodian | 5,810 | ||||||
Shareholder reporting | 3,136 | ||||||
Trustees' fees and expenses | 2,195 | ||||||
Other | 5,400 | ||||||
Total expenses | 122,072 | ||||||
Less: expense waived by the Advisor | (19,852 | ) | |||||
Net expenses | 102,220 | ||||||
Net investment income | 109,632 | ||||||
Realized and unrealized gain (loss) on investment and foreign currency transactions | |||||||
Net realized gain on foreign currency transactions | 21,035 | ||||||
Net change in unrealized appreciation/(depreciation) on investments | (4,884,892 | ) | |||||
Net decrease in net assets attributable to common shares resulting from operations | $ | (4,754,225 | ) | ||||
(a) Commencement of operations.
See notes to financial statements.
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RMR Asia Real Estate Fund
Financial Statements – continued
Statements of Changes in Net Assets
For the Period May 25, 2007(a) to June 30, 2007 (unaudited) | | |||||
---|---|---|---|---|---|---|
Increase (decrease) in net assets resulting from operations | ||||||
Net investment income | $ | 109,632 | ||||
Net realized gain on foreign currency transactions | 21,035 | |||||
Net change in unrealized appreciation/(depreciation) on investments | (4,884,892 | ) | ||||
Net decrease in net assets resulting from operations | (4,754,225 | ) | ||||
Capital shares transactions | ||||||
Net proceeds from sale of common shares | 90,535,000 | |||||
Net increase from capital transactions | 90,535,000 | |||||
Total increase in net assets | 85,780,775 | |||||
Net assets | ||||||
Beginning of period | 100,000 | |||||
End of period (including undistributed net investment income of $109,632) | $ | 85,880,775 | ||||
Common shares | ||||||
Shares outstanding, beginning of period | 5,000 | |||||
Shares issued | 4,750,000 | |||||
Shares outstanding, end of period | 4,755,000 | |||||
(a) Commencement of operations.
See notes to financial statements.
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RMR Asia Real Estate Fund
Financial Highlights
Selected Data For A Common Share Outstanding Throughout The Period
| For the Period May 25, 2007(a) to June 30, 2007 (unaudited) | ||||
---|---|---|---|---|---|
Per Common Share Operating Performance (b) | |||||
Net asset value, beginning of period | $ | 19.06 | (c) | ||
Income from Investment Operations | |||||
Net investment income (d) | .02 | ||||
Net realized and unrealized appreciation/(depreciation) on investments | (.98 | ) | |||
Net decrease in net asset value from operations | (.96 | ) | |||
Common share offering costs charged to capital | (.04 | ) | |||
Net asset value, end of period | $ | 18.06 | |||
Market price, beginning of period | $ | 20.00 | |||
Market price, end of period | $ | 19.16 | |||
Total Return (e) | |||||
Total investment return based on: | |||||
Market price (f) | (4.20 | )% | |||
Net asset value (f) | (5.25 | )% | |||
Ratios/Supplemental Data: | |||||
Ratio to average net assets attributable to common shares of: (g) | |||||
Net investment income (d) | 1.38 | % | |||
Expenses, net of fee waivers | 1.29 | % | |||
Expenses, before fee waivers | 1.54 | % | |||
Portfolio Turnover Rate | 0.00 | % | |||
Net assets attributable to common shares, end of period (000s) | $ | 85,881 |
- (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.
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RMR Asia Real Estate Fund
Notes to Financial Statements
June 30, 2007 (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, as amended, or the 1940 Act, as a non-diversified closed-end management investment company. The Fund had no operations prior to May 25, 2007, other than matters relating to the Fund's establishment, registration of the Fund's common shares under the Securities Act of 1933, and the sale of 5,000 common shares for $100,000 to RMR Advisors, Inc., or RMR Advisors. On May 25, 2007, the Fund sold 4,750,000 common shares in an initial public offering. Proceeds to the Fund were $90,535,000 after deducting underwriting commissions and $190,000 of offering expenses.
(2) Interim Financial Statements
The accompanying June 30, 2007, 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 or 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 last available bid price on that day. Any of the Fund's securities which are not readily marketable, which are not traded or which have other characteristics of illiquidity are valued by the Fund at fair value as determined in good faith under the supervision of the Fund's board of trustees. Numerous factors may be considered when determining fair value of a security, including cost at date of purchase, type of security, the nature and duration of restrictions on disposition of the security and whether the issuer of the security being fair valued has other securities of the same type outstanding. Short-term debt securities with less than 60 days until maturity may be valued at cost, which when combined with interest accrued, approximates market value.
Some foreign markets close before the close of customary trading sessions on the American Stock Exchange or AMEX (normally 4:00 p.m. eastern time). Occasionally, events occur after the principal foreign exchange on which the foreign securities trade has closed but before the AMEX closes and the Fund determines net asset value, or NAV, that could affect the value of the securities the Fund owns or cause their prices to be unreliable. If these events are expected to materially affect the Fund's NAV, the prices of such securities will be adjusted to reflect their estimated fair value as of the close of the AMEX, as determined in good faith under procedures established by the Fund's board of trustees.
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(5) 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.
(6) 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 United States 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 period ended June 30, 2007, $2,625 of foreign taxes has been withheld from distributions to the Fund and recorded as a reduction of dividend income. There were no sales of securities during the period.
(7) Distributable Earnings
The Fund earns income, net of expenses, daily on its investments. It is the policy of the Fund to make distributions of its income at least annually in amounts at least equal to the amount necessary to maintain its status as a registered investment company. As of June 30, 2007, the Fund had not declared or paid distributions to shareholders. 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, 2007, are as follows:
Cost | $ | 90,909,614 | ||
Gross unrealized appreciation | $ | 1,487,889 | ||
Gross unrealized depreciation | (6,372,813 | ) | ||
Net unrealized appreciation/(depreciation) | $ | (4,884,924 | ) | |
(8) Concentration of Risk
Under normal market conditions, the Fund's investments will be concentrated in common shares, preferred shares and debt securities, including convertible preferred and debt securities, issued by Asian real estate companies and REITs. The value of Fund shares may fluctuate more than the shares of a fund not concentrated in the real estate industry or in the Asian region due to economic, legal, regulatory, technological or other developments affecting the Asian real estate industry and securities market.
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(9) Foreign Securities Risk
As compared to U.S. securities, foreign securities may be issued by companies which provide less financial and other information, and which are subject to less developed and difficult to access legal systems, less stringent accounting, auditing and financial reporting standards or different governmental regulations. As compared to U.S. securities markets, foreign securities markets may have different settlement procedures, may have higher transaction costs, may be conducted in a less regulated manner, are generally smaller and may be less liquid and more volatile than securities markets in the U.S. The value of foreign securities may also decline or be unstable because of political, social or economic events or instability outside of the U.S.
(10) Foreign Currency Translations
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.
(11) Recent Accounting Pronouncements
In June 2006, the Financial Accounting Standards Board, or FASB, issued Interpretation No. 48 "Accounting for Uncertainty in Income Taxes", or FIN 48. FIN 48 was effective for the fiscal years beginning after December 15, 2006. The Securities and Exchange Commission delayed the application of FIN 48 to open and closed end funds to not later than June 29, 2007. FIN 48 prescribes how the Fund should recognize, measure and present in the Fund's financial statements uncertain tax provisions that have been taken or expected to be taken in a tax return. Pursuant to FIN 48 the Fund can recognize a tax benefit only if it is "more likely than not" that a particular tax position will be sustained upon examination or audit. To the extent the "more likely than not" standard has been satisfied the benefits associated with a tax position is measured as the largest amount that is greater than 50% likely of being realized upon settlement. As required, the Fund adopted Fin 48 effective June 29, 2007, and concluded that the effect is not material to its financial statements.
In September 2006, FASB issued Statement of Accounting Standards No. 157, "Fair Value Measurement", or SFAS 157, which is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands required disclosures about fair value measurements. The Fund is currently evaluating the impact, if any, the adoption of SFAS 157 will have on its financial statements.
94
(12) Other Investment Companies
The Fund may invest in the securities of other investment companies to the extent that such investments are consistent with the Fund's investment objectives and principal investment strategies and permissible under the 1940 Act. Under one provision of the 1940 Act, the Fund may not acquire the securities of other investment companies if, as a result, (i) more than 3% of the total outstanding voting securities of any one investment company would be held by the Fund, (ii) more than 5% of the Fund's total assets would be invested in any one investment company or (iii) more than 10% of the Fund's total assets would be invested in securities of other investment companies. Other provisions of the 1940 Act are less restrictive provided that the Fund is able to meet certain conditions. These limitations do not apply to the acquisition of shares of any investment company in connection with a merger, consolidation, reorganization or acquisition of substantially all of the assets of another investment company and the acquisition of money market instruments. The Fund, as a holder of the securities of other investment companies, will bear its pro rata portion of the other investment companies' expenses, including advisory fees. These expenses will be in addition to the direct expenses incurred by the Fund.
Note B
Advisory, Subadvisory and Administration Agreements and Other Transactions with Affiliates
The Fund has an advisory agreement with RMR Advisors, to provide the Fund with a continuous investment program, oversee the subadvisor and generally manage the business affairs of the Fund in accordance with its investment objectives and policies. Pursuant to the agreement, RMR Advisors is compensated at an annual rate of 1% of the Fund's average daily net assets.
RMR Advisors has contractually agreed to waive a portion of its annual fee equal to 0.25% of the Fund's average daily managed assets until May 25, 2012. The Fund incurred net advisory fees of $59,557 during the period ended June 30, 2007.
RMR Advisors has entered into a subadvisory agreement with MacarthurCook Investment Managers Ltd., or MacarthurCook, to make day-to-day investment decisions and to generally manage the business affairs of the Fund in accordance with its investment objectives and policies. Pursuant to the agreement, RMR Advisors, and not the Fund, will pay the subadvisor a monthly fee equal to an annual rate of 0.375% of the Fund's average daily 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 providing administrative services. The Fund reimbursed RMR Advisors for $8,353 of subadministrative fees charged by State Street for the period ended June 30, 2007.
Each trustee who is not a director, officer or employee of RMR Advisors and who is not an "interested person" of the Fund as defined under the 1940 Act, is considered to be a "disinterested trustee". Disinterested trustees are each paid by the Fund an annual fee plus fees for board and committee meetings. The Fund incurred $2,195 of trustee fees and expenses during the period ended June 30, 2007.
95
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 $6,719 of compliance and internal audit expense during the period ended June 30, 2007. The Fund also participates in pooled insurance programs with RMR Advisors and other funds managed by RMR Advisors and makes payments of allocated portions of related premiums. The Fund incurred $1,742 of insurance expense during the period ended June 30, 2007.
Note C
Securities Transactions
During the period ended June 30, 2007, there were purchases and sales transactions (excluding short term securities) of $87,051,836 and $0 respectively. Brokerage commissions on securities transactions amounted to $50,372 during the period ended June 30, 2007.
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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
June 30, 2007
For the purposes of the following, RMR Real Estate Fund (RMR), RMR Hospitality and Real Estate Fund (RHR), RMR F.I.R.E. Fund (RFR), RMR Preferred Dividend Fund (RDR), RMR Asia Pacific Real Estate Fund (RAP) and RMR Asia Real Estate Fund (RAF) are each referred to as a "Trust" or collectively as the "Trusts".
Consideration of the Investment Advisory and Investment Sub-Advisory Agreements for RAF
RMR Advisors serves as the investment advisor to RAF, and MacarthurCook Investment Managers Limited ("MacarthurCook") serves as the sub-advisor to RAF. On February 12, 2007, the RAF board of trustees (the "board") entered into investment advisory and investment sub-advisory agreements for a period of two years to expire on February 11, 2009.
Investment Advisory Agreement. In making their determination to approve the RAF investment advisory agreement, the board, including the disinterested trustees, considered all of the factors described below.
The board considered the anticipated benefits to RAF shareholders from appointing RMR Advisors as investment advisor. The board's considerations included, among others: the nature, scope and quality of services that RMR Advisors was expected to provide to RAF; the advisory and other fees to be paid; the fact that RMR Advisors has agreed to waive a portion of its fee during the first five years of the RAF's existence in order to reduce RAF's operating expenses; the quality and depth of personnel of RMR Advisors's organization; the capacity and future commitment of RMR Advisors to perform its duties; the financial condition and anticipated profitability of RMR Advisors; the experience and expertise of RMR Advisors as an investment adviser; the level of fees to be paid to RMR Advisors as compared to similar funds; the potential for economies of scale; and any indirect benefits expected to be derived by RMR Advisors's relationship with RAF.
The board considered the level and depth of knowledge of RMR Advisors. In evaluating the quality of services to be provided by RMR Advisors, the board took into account its familiarity with RMR Advisors' management through board meetings, conversations and reports of other funds managed by RMR Advisors. The board also considered the historical performance of the other funds managed by RMR Advisors. The board also took into account RMR Advisors's compliance policies and procedures.
The board compared the proposed advisory fees and the estimated total expense ratio of RAF with various comparative fund data. The board considered RAF's investment objective. The board also considered the RAF's model portfolio composition and investment strategy.
The board considered the potential economies of scale that may be realized if the assets of the RAF grow. The board noted that shareholders might benefit from lower operating expenses as a result of an increasing amount of assets being spread over RAF's fixed expenses.
In considering the approval of the investment advisory agreement, the board, including the disinterested trustees, did not identify any single factor as controlling. Based on the board's evaluation of all the factors that it deemed to be relevant, the board, including the disinterested trustees of the board, concluded that: RMR
97
Advisors has demonstrated that it possesses the capability and resources to perform the duties required of it under the investment advisory agreement for the Fund; RMR Advisors maintains an appropriate compliance program; and the proposed advisory fee rate is fair and reasonable, given the scope and quality of the services to be rendered by RMR Advisors.
Investment Sub-Advisory Agreement. In making their determination to approve the RAF investment sub-advisory agreement, the board, including the disinterested trustees, considered all of the factors described below.
The board considered the anticipated benefits to RAF shareholders from appointing MacarthurCook as investment sub-advisor. The board's considerations included, among others: the nature, scope and quality of services that MacarthurCook was expected to provide; the sub-advisory fees to be paid by RMR Advisors to MacarthurCook; the fact that MacarthurCook has agreed to waive a portion of its fee during the first five years of RAF's existence; the quality and depth of personnel of MacarthurCook's organization; the capacity and future commitment of MacarthurCook to perform its duties; and the experience and expertise of MacarthurCook as an investment adviser.
The board considered the level and depth of knowledge of MacarthurCook, noting that MacarthurCook specialized in the area of real estate investment management. The board also took into account MacarthurCook's compliance policies and procedures.
The board compared the proposed sub-advisory fees and the estimated total expense ratio of RAF with various comparative fund data. The board considered RAF's investment objective. The board also took into consideration the performance of a model portfolio on which RAF's initial holdings would be based as well as the performance of other funds managed by MacarthurCook.
The board noted that sub-advisory fees under the investment sub-advisory agreement would be paid by RMR Advisers and not by RAF and therefore were the product of arm's-length negotiations between RMR Advisors and MacarthurCook. For these reasons, the anticipated profitability to MacarthurCook from its relationship with RAF was not a material factor in the board's deliberations. For similar reasons, the board did not consider the potential economies of scale in MacarthurCook's management of RAF to be a material factor in its consideration.
In considering the approval of the investment sub-advisory agreement, the board, including the disinterested trustees, did not identify any single factor as controlling. Based on the board's evaluation of all the factors that it deemed to be relevant, the board, including the disinterested trustees of the board, concluded that: MacarthurCook possesses the capability and resources to perform the duties required of it under the investment sub-advisory agreement; MacarthurCook maintains an appropriate compliance program; and the proposed sub-advisory fee rate is fair and reasonable, given the scope and quality of the services to be rendered by MacarthurCook.
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Privacy Policy
Each of the Funds is committed to maintain shareholder privacy and to safeguard shareholder nonpublic personal information.
The Funds do not receive any nonpublic personal information relating to shareholders who purchase Fund shares through an intermediary that acts as the record owner of the shares. If a shareholder is the record owner of any Fund's shares, that Fund may receive nonpublic personal information on shareholder account documents or otherwise and also has access to specific information regarding shareholder Fund share transactions, either directly or through the Fund's transfer agent.
The Funds do not disclose any nonpublic personal information about shareholders or any former shareholders to anyone, except as permitted by law (e.g. in connection with litigation between the Fund and a shareholder) or as is necessary to service shareholder accounts. The Funds restrict access to nonpublic personal information about shareholders to employees of the Funds and RMR Advisors with a legitimate business need for the information.
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 1-866-790-8165; 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, 2007, have been voted is available (1) without charge, on request, by calling us at 1-866-790-3165, or (2) by visiting the Commission's website at http://www.sec.gov and accessing each Fund's Form N-PX.
Procedures for the Submission of Confidential and Anonymous Concerns or Complaints about Accounting, Internal Accounting Controls or Auditing Matters
The Funds are committed to compliance with all applicable securities laws and regulations, accounting standards, accounting controls and audit practices and have established procedures for handling concerns or complaints about accounting, internal accounting controls or auditing matters. Any shareholder or other interested party who desires to communicate with our independent trustees or any other trustees, individually or as a group, may do so by filling out a report at the "Contact Us" section of our website (www.rmrfunds.com), by calling our toll-free confidential message system at 866-511-5038, or by writing to the party for whom the communication is intended, care of our director of internal audit, RMR Funds, 400 Centre Street, Newton, MA 02458. Our director of internal audit will then deliver any communication to the appropriate party or parties.
Portfolio Holdings Reports
Each Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q, which are available on the Commission's website at http://www.sec.gov. The Funds' Forms N-Q may also be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Each Fund provides additional data at its website at www.rmrfunds.com.
99
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 Securities and Exchange Commission's website at http://www.sec.gov.
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WWW.RMRFUNDS.COM |
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 registrant's portfolio managers are:
Adam D. Portnoy. Mr. Portnoy is the President of the registrant and each of the other RMR Funds since May 2007. Mr. Portnoy is also a portfolio manager of the registrant, RMR Real Estate Fund or RMR, RMR F.I.R.E. Fund or RFR and RMR Preferred Dividend Fund or RDR, since May 2007. Mr. Portnoy was the Vice President of RMR from 2004 to May 2007, RHR, RFR, RDR, RAP and RAF from inception to May 2007. Mr. Portnoy is also a President, Director and an owner of the Advisor. Mr. Portnoy was the Vice President of the Advisor from 2003 to May 2007. Mr. Portnoy is also a Managing Trustee of three public companies: HRPT Properties Trust (since 2006); Hospitality Properties Trust (January 2007 to present); and Senior Housing Properties Trust (May 2007 to present). Mr. Portnoy is the son of the registrant's trustee and portfolio manager Barry M. Portnoy.
Fernando Diaz. Mr. Diaz is Vice President of the registrant and each of the other RMR Funds since May 2007. Mr. Diaz is also a portfolio manager of the registrant, RMR, RFR RDR, since May 2007. Mr. Diaz is also the Vice President of the Advisor from May 2007. Mr. Diaz was an assistant portfolio manager and senior reit analyst for GID Securities, LLC from 2006 to May, 2007 and SsGA/Tuckerman Group from 2001 to 2006.
Barry M. Portnoy. Mr. Portnoy is a Vice President of the registrant and each of the other RMR Funds since their respective inception dates. Mr. Portnoy is also a Vice President, Director and an owner of the Advisor, and has been since its inception date. Mr. Portnoy is also a portfolio manager of the registrant, RMR, RFR and RDR, positions he has held since their respective inception dates. Mr. Portnoy is also a Managing Trustee of three public companies and has been since their respective inception dates: HRPT Properties Trust (inception in 1986); Hospitality Properties Trust (inception in 1996); and Senior Housing Properties Trust (inception in 1999). Mr. Portnoy is also a Managing Director of two public companies and has been since their respective inception dates: Five Star Quality Care, Inc. (inception in 2001); and TravelCenters of America LLC.
The portfolio managers generally function as a team. Generally, Mr. Barry Portnoy provides strategic guidance to the team, while Messrs. Adam Portnoy and Fernando Diaz are in charge of substantially all of the day to day operations, research and trading functions.
The registrant's portfolio managers together manage RMR, RFR and RDR, registered investment companies that have an aggregate of $294 million of managed assets as of June 30, 2007. Each RMR Fund pays an advisory fee to the Advisor solely on the basis of assets under management. None of the portfolio managers currently manage other pooled investment vehicles or other accounts.
CONFLICTS OF INTEREST. Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities for more than one fund. For example, a portfolio manager may identify a limited investment opportunity that may be appropriate for us as well as for other funds he manages. A conflict of interest also might arise where a portfolio manager has a larger personal investment in one fund than in another. A portfolio manager may purchase a particular security for one or more funds while selling the security for one or more other funds; this could have a detrimental effect on the price or volume of the securities purchased or sold by a fund. A portfolio manager might devote unequal time and attention to the funds he manages. Our Advisor believes that the risk of a material conflict of interest developing is limited because: (i) the funds are generally managed in a similar fashion; (ii) the Advisor has adopted policies requiring the equitable allocation of trade orders for a particular security among participating funds; and (iii) the advisory fee and portfolio managers' compensation are not affected by the amount of time required to manage each fund. As a result, our Advisor does not believe that any of these potential sources of conflicts of interest will affect the portfolio managers' professional judgment in managing the funds.
COMPENSATION. Messrs. Barry M. Portnoy and Adam D. Portnoy are the owners of our Advisor and, to date, have not received a salary or other compensation from our Advisor except to the extent of their distributions from the Advisor and their interest in the Advisor's profits, if any.
Our other portfolio manager, Mr. Diaz, is paid based upon the discretion of the board of directors of our Advisor. Our Advisor's board of directors consists of Messrs. Barry M. Portnoy, Gerard M. Martin and Adam D. Portnoy. Compensation of Mr. Diaz includes base salary, annual cash bonus and he has the opportunity to participate in other employee benefit plans available to all of the employees of the Advisor. The level of compensation is not based upon a formula with reference to fund performance or the value of fund assets; however these factors, among others, may be considered by individual directors of our Advisor. Other factors which may be considered in setting the compensation of the portfolio manager are his historical levels of compensation and levels of compensation paid for similar services or to persons with similar responsibilities in the market generally and in the geographic area where the Advisor is located. Mr. Diaz devotes a substantial majority of his business time to providing services as a portfolio manager or officer of our Advisor and funds managed by our Advisor. Messrs. Barry D. Portnoy and Adam D. Portnoy also receive compensation for their services to affiliates of our Advisor.
OWNERSHIP OF SECURITIES OF THE FUND. The following table sets forth, for each portfolio manager, the aggregate dollar range of our equity securities beneficially owned as of June 30, 2007.
Name of Portfolio Manager | Dollar Range of Equity Securities in the Fund as of June 30, 2007 | |
---|---|---|
Fernando Diaz | None | |
Barry M. Portnoy | Over $100,000(1) | |
Adam D. Portnoy | $50,000–$100,000(2) |
- (1)
- 5,000 common shares of the Fund will be held indirectly by virtue of Mr. Barry M. Portnoy's ownership of our Advisor.
- (2)
- 5,000 common shares of the Fund will be held indirectly by virtue of Mr. Adam D. Portnoy's ownership of our Advisor.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
During the six months ended June 30, 2007, there were no purchases made by or on behalf of the registrant or any "affiliated purchaser" as defined in Rule 10b-18(a)(3) under the 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.
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant's board of trustees.
Item 11. Controls and Procedures.
- (a)
- The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the 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.
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 HOSPITALITY AND REAL ESTATE FUND | |||
By: | /s/ ADAM D. PORTNOY Adam D. Portnoy President Date: August 17, 2007 |
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 17, 2007 |
By: | /s/ MARK L. KLEIFGES Mark L. Kleifges Treasurer Date: August 17, 2007 |
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, 2007 (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, 2007 (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, 2007 (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, 2007 (unaudited)
RMR Asia Pacific Real Estate Fund Financial Statements
RMR Asia Pacific Real Estate Fund Financial Statements – continued
RMR Asia Pacific Real Estate Fund Financial Statements – continued
RMR Asia Pacific Real Estate Fund Notes to Financial Statements June 30, 2007 (unaudited)
RMR Asia Real Estate Fund Financial Statements
RMR Asia Real Estate Fund Financial Statements – continued
RMR Asia Real Estate Fund Financial Statements – continued
RMR Asia Real Estate Fund Notes to Financial Statements June 30, 2007 (unaudited)
- Item 2. Code of Ethics.
Item 3. Audit Committee Financial Expert.
Item 4. Principal Accountant Fees and Services.
Item 5. Audit Committee of Listed Registrants.
Item 6. Schedule of Investments.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Item 10. Submission of Matters to a Vote of Security Holders.
Item 11. Controls and Procedures.