UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 RMR Asia Pacific Real Estate Fund (Exact name of registrant as specified in its charter) Massachusetts 20-4649929 (State of incorporation or organization) (I.R.S. Employer Identification No.) 400 Centre Street Newton, Massachusetts 02458 (Address of principal executive office) (ZIP code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered - ------------------- ------------------------------ Common Shares of Beneficial Interest American Stock Exchange If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. |X| If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. |_| Securities Act registration statement file number to which this form relates: 333-131944 Securities to be registered pursuant to Section 12(g) of the Act: None Item 1. Description of Registrant's Securities to be Registered. The section captioned "Description of Capital Structure" in the Registrant's form of Preliminary Prospectus filed as part of Amendment No. 1 to the Registrant's Pre-Effective Registration Statement on Form N-2/A (No. 333-131944), dated April 27, 2006, is incorporated herein by reference. Item 2. Exhibits. The following exhibits have been filed with the Securities and Exchange Commission: 1 Article III (Shares), Article V (Restriction on Transfer and Ownership of Shares) and Article VI (Shareholders' Voting Powers and Meetings) of the Amended and Restated Agreement and Declaration of Trust. (a) 2 Article VIII (Shareholders' Voting Powers and Meetings) of the Bylaws. (b) _______________________ (a) Incorporated by reference to Exhibit EX-99 (A) to Amendment No. 1 to the Registrant's Registration Statement on Form N-2/A, File No. 333-131944, as filed with the Securities and Exchange Commission on April 27, 2006. (b) Incorporated by reference to Exhibit EX-99 (B) to the Registrant's Initial Registration Statement on Form N-2, File No. 333-131944, as filed with the Securities and Exchange Commission on February 17, 2006. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. RMR Asia Pacific Real Estate Fund Date: May 18, 2006 By: /s/ Mark L. Kleifges -------------------------------------------- Name: Mark L. Kleifges Title: Treasurer and Chief Financial Officer