Registration Statement

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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on December 31, 2009

Registration No. 333-

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

FORM S-11

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

Government Properties Income Trust
(Exact name of registrant as specified in governing instruments)

400 Centre Street
Newton, Massachusetts 02458
(617) 219-1440
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

David M. Blackman
Treasurer and Chief Financial Officer
Government Properties Income Trust
400 Centre Street
Newton, Massachusetts 02458
(617) 219-1440
(Name, address, including zip code, and telephone number, including area code, of agent for service)

COPIES TO:


William J. Curry Sullivan & Worcester LLP One Post Office Square Boston, Massachusetts 02109 (617) 338-2800		Bartholomew A. Sheehan Sidley Austin LLP 787 Seventh Avenue New York, New York 10019 (212) 839-5300

Approximate date of commencement of proposed sale to the public: As soon as practicable after the Registration Statement becomes effective.

If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer" "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Proposed maximum aggregate offering price ⁽¹⁾	Amount of registration fee ⁽²⁾




Common Shares of Beneficial Interest, $0.01 par value per share	$174,242,250	12,423.47

(1): Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended.
(2): Calculated pursuant to Rule 457(o) of the Securities Act of 1933, as amended.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)

Issued December 31, 2009

6,500,000 Shares

Government Properties Income Trust

Common Shares of Beneficial Interest

We are a Maryland real estate investment trust that owns and intends to invest in properties that are majority leased to government tenants. We own 33 properties and have entered into a binding purchase and sale agreement to acquire an additional property. Together, our owned properties and the property that we expect to acquire are located in 16 states and the District of Columbia; these properties contain approximately 4.2 million rentable square feet, of which approximately 96.1% is leased to the U.S. Government and four state governments.

We are offering 6,500,000 of our common shares of beneficial interest, $0.01 par value per share, or Shares. We expect to use the net proceeds of this offering to reduce amounts outstanding under our secured revolving credit facility and to fund our business activities, including some or all of the purchase price of our pending acquisition.

Our Shares are traded on the New York Stock Exchange, or the NYSE, under the trading symbol "GOV." On December 22, 2009, the last reported sale price of our Shares by the NYSE was $23.45 per share.

We are organized as a Maryland real estate investment trust and intend to elect and qualify to be taxed as a real estate investment trust for U.S. federal income tax purposes, or a REIT, commencing with our taxable year ending December 31, 2009. Subject to certain exceptions described herein, our Amended and Restated Declaration of Trust provides that no person may own, or be deemed to own, more than 9.8% of the number or value of shares of any class or series of our outstanding shares of beneficial interest, including our Shares.

Investing in our Shares involves risks. See "Risk Factors" beginning on page 13.

PRICE $ A SHARE

	Price to Public	Underwriting Discounts and Commissions	Proceeds, Before Expenses, to Us

Per Share	$	$	$
Total	$	$	$

We have granted the underwriters the right to purchase up to an additional 975,000 Shares to cover over-allotments.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the Shares to purchasers on January , 2010.

MORGAN STANLEY

January , 2010

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TABLE OF CONTENTS


Prospectus Summary		1
Risk Factors		13
Warning Concerning Forward Looking Statements		24
Use of Proceeds		26
Share Price Range and Distributions		27
Distribution Policy		28
Capitalization		29
Selected Financial and Pro Forma Financial Information		30
Management's Discussion and Analysis of Financial Condition and Results of Operations		33
Business		48
Management		62
Manager		66
Certain Relationships and Related Person Transactions		72
Principal Shareholders		78
Description of Our Shares		79
Material Provisions of Maryland Law and of Our Declaration of Trust and Bylaws		81
Federal Income Tax Considerations		93
ERISA Plans, Keogh Plans and Individual Retirement Accounts		112
Underwriters		114
Legal Matters		118
Experts		118
Where You Can Find Additional Information		118
Index to Financial Statements		F-1

You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

Unless the content otherwise requires, references in this prospectus to "we," "us" or "our" mean Government Properties Income Trust and its consolidated subsidiaries, and references in this prospectus to "HRP" mean HRPT Properties Trust and its consolidated subsidiaries. References in this prospectus to our "Declaration of Trust" and our "Bylaws" refer to our Amended and Restated Declaration of Trust and our Amended and Restated Bylaws, respectively.

References in this prospectus to a "government tenant" mean a tenant that is, or is majority controlled by (whether through equity ownership or voting control), a nation or government, a state or other political subdivision thereof, any federal, state, local or foreign entity or organization exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental authority, agency, department, board, commission or instrumentality of the United States, any state of the United States or any political subdivision thereof, and any tribunal. References in this prospectus to properties that are "majority leased to government tenants" mean properties where 50% or more of the rentable square feet of such property is then leased to one or more government tenants.

STATEMENT CONCERNING LIMITED LIABILITY

THE AMENDED AND RESTATED DECLARATION OF TRUST ESTABLISHING GOVERNMENT PROPERTIES INCOME TRUST, DATED JUNE 8, 2009, AS FILED WITH THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF GOVERNMENT PROPERTIES INCOME TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, GOVERNMENT PROPERTIES INCOME TRUST. ALL PERSONS DEALING WITH GOVERNMENT PROPERTIES INCOME TRUST IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF GOVERNMENT PROPERTIES INCOME TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

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PROSPECTUS SUMMARY

This summary does not contain all of the information that you should consider before investing in our Shares. You should read the entire prospectus carefully before making an investment decision, especially the risks discussed under "Risk Factors." Unless otherwise stated, the information in this prospectus assumes that 6,500,000 Shares are sold at a public offering price of $23.45 per Share, which was the last reported sale price of our Shares on December 22, 2009, as reported on the NYSE, and that the over-allotment option granted to the underwriters is not exercised. Unless otherwise stated, rental income is the annualized rents from our tenants (including the tenant at the property in Landover, Maryland that we expect to acquire during the first quarter of 2010) pursuant to signed leases as of September 30, 2009, plus estimated expense reimbursements, and excludes lease value amortization.

Our Company

We are a Maryland real estate investment trust that owns and intends to invest in properties that are majority leased to government tenants. We intend to elect and qualify to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ending December 31, 2009. We completed our initial public offering, or IPO, on June 8, 2009. At that time, we owned 29 properties consisting of approximately 3.3 million rentable square feet of space. Since the completion of our IPO, we have acquired four properties and have entered into a binding purchase and sale agreement to acquire an additional property; these five properties are majority leased to government tenants and have an aggregate purchase price of approximately $133.0 million, including the assumption of $24.8 million of mortgage debt associated with the property that we expect to acquire during the first quarter of 2010. Our pending acquisition is subject to customary closing conditions and no assurance can be given that it will be consummated. In aggregate, these five properties include 919,495 rentable square feet and are 99.7% occupied, with a weighted average remaining lease term (based on rentable square feet) of approximately 6.6 years.


As of September 30, 2009 and pro forma for our recent and pending acquisitions, 28 of our properties are leased primarily to the U.S. Government and six of our properties are leased to the States of California, Maryland, Minnesota and South Carolina, or the State Governments. Pro forma for our recent and pending acquisitions, approximately 83.9% of our rental income as of September 30, 2009 would have been paid by the U.S. Government and 9.9% would have been paid by the State Governments, while approximately 6.2% would have been paid by non-government tenants. The following chart and table depict the geographic and tenant diversity of our properties based on annualized rental income as of September 30, 2009, pro forma for our recent and pending acquisitions:		Geographic Diversity D.C., MD and VA, or the DC metro area, comprise approximately 34.3%

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Tenant Diversity

Tenant and Agency Occupant			Pro forma Rentable Square Feet as of September 30, 2009					Pro forma Rental Income as of September 30, 2009

			(in thousands)		(percent of total)			(in thousands)		(percent of total)
	U.S. Government:
Centers for Disease Control				481		11.4	%	$	9,718		10.7	%
Internal Revenue Service				532		12.6	%		8,873		9.7	%
Department of Justice				229		5.4	%		8,801		9.7	%
Immigration and Customs Enforcement				235		5.6	%		8,039		8.8	%
Federal Bureau of Investigation				191		4.5	%		5,426		6.0	%
Defense Intelligence Agency				266		6.3	%		4,775		5.2	%
Department of Energy				206		4.9	%		4,131		4.5	%
Food and Drug Administration				101		2.4	%		3,495		3.8	%
Defense Information Systems Agency				163		3.9	%		3,409		3.7	%
Drug Enforcement Administration				148		3.5	%		3,161		3.5	%
Bureau of Reclamation				142		3.4	%		2,976		3.3	%
Department of Veterans Affairs				175		4.1	%		2,742		3.0	%
U.S. Postal Service				322		7.6	%		2,657		2.9	%
Occupational Health and Safety Administration				58		1.4	%		1,951		2.1	%
Department of the Interior				71		1.7	%		1,801		2.0	%
Financial Management Service				98		2.3	%		1,540		1.7	%
Environmental Protection Agency				43		1.0	%		1,514		1.7	%
Bureau of Land Management				123		2.9	%		1,459		1.6	%

		Subtotals		3,584		84.9	%		76,468		83.9	%
	States:
California—Various State Agencies				255		6.0	%		5,748		6.3	%
Maryland—Various State Agencies				85		2.0	%		1,200		1.3	%
South Carolina—Department of Labor, Licensing & Regulation				72		1.7	%		1,064		1.2	%
Minnesota—State Lottery				61		1.5	%		1,025		1.1	%

		Subtotals		473		11.2	%		9,037		9.9	%
35 Non Government Tenants				148		3.5	%		5,659		6.2	%

		Subtotal Leased Square Feet		4,205		99.6	%		91,164		100.0	%
Available for Lease				18		0.4	%		—		—	%

		Total		4,223		100.0	%	$	91,164		100.0	%

Federal, state and local governments are among the largest users of leased real estate in the United States. We believe that the expected increase in government regulation resulting from the recent economic recession will increase the U.S. Government's demand for leased office space. Similarly, we believe that budgetary pressures may cause an increased demand for leased space, as opposed to government owned space, among government tenants generally. Our business plan is to maintain our properties, seek to renew our leases as they expire, selectively acquire additional properties that are majority leased to government tenants and pay distributions to our shareholders.

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Recent Developments

Investment Activity

Since the completion of our IPO on June 8, 2009, we have acquired four properties and have entered into a binding purchase and sale agreement to acquire one additional property. These properties are majority leased to government tenants and have an aggregate purchase price of approximately $133.0 million, including the assumption of $24.8 million of mortgage debt associated with the property that we expect to acquire during the first quarter of 2010. These five properties include 919,495 rentable square feet and are 99.7% occupied with a weighted average remaining lease term (based on rentable square feet) of approximately 6.6 years.

•: In August 2009, we acquired an industrial property in Nashua, New Hampshire with 321,800 rentable square feet, which is 100% leased to the United States Postal Service, or USPS, for $18.2 million.
•: In December 2009, we acquired an office property in Sacramento, California with 163,425 rentable square feet, which is approximately 62% leased to the State of California and occupied by the California Department of Finance, for $40.0 million.
•: In December 2009, we acquired a second office property in Sacramento, California with 110,500 rentable square feet, which is 100% leased to the State of California and occupied by the California National Guard, for $15.1 million.
•: In December 2009, we acquired an office property in Arlington Heights, Illinois with 57,770 rentable square feet, which is 100% leased to the U.S. Government and occupied by the Occupational Health and Safety Administration, or OSHA, for $16.0 million.
•: In November 2009, we entered into a binding purchase and sale agreement to acquire an office and warehouse building located in Landover, Maryland with 266,000 rentable square feet, which is 100% leased to the U.S. Government and occupied by the Defense Intelligence Agency, with a purchase price of $43.7 million. This property is encumbered by a mortgage for $24.8 million that is currently not prepayable. We have completed our acquisition diligence for this property and expect to assume this mortgage and acquire this property during the first quarter of 2010; however, no assurance can be given that this acquisition will be consummated in that time period or at all.

Beginning in the first quarter of 2009, we are required to expense all of the costs associated with acquiring properties. Prior to the first quarter 2009, these expenses were capitalized into the cost of acquired properties. As a result of our acquisition activity, we expect to incur approximately $818,000 in expenses in the fourth quarter of 2009. Given the timing of recent and pending acquisitions, we will record minimal revenues in the fourth quarter of 2009 for recent acquisitions we acquired in December 2009, and we will not record any revenue in the fourth quarter of 2009 for our pending acquisition.

In December 2009, we entered into an agreement to acquire an office property in Lakewood, Colorado with 166,745 rentable square feet, which is 100% leased to the U.S. Government, with a purchase price of approximately $29.1 million. This property is encumbered by a mortgage for approximately $10.4 million that is currently not prepayable. We are currently conducting ongoing acquisition due diligence with respect to this property, and assuming successful completion of our due diligence review and satisfaction of the other closing conditions specified in the purchase and sale agreement, we expect to consummate this acquisition during the first quarter of 2010. However, no assurance can be given that this acquisition will be consummated in that time period or at all.

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The following table provides additional information about our recent and pending acquisitions:

									As of September 30, 2009

Property			Primary Tenant—Occupant	Acquisition Price			Year Built ⁽¹⁾		Rentable Square Feet		Occupancy			Weighted Average Remaining Lease Term (years) ⁽²⁾
				(in thousands)
Recent Acquisitions
	10-12 Celina Drive, Nashua, NH		U.S. Postal Service	$	18,200			1997		321,800		100	%		3.4
	915 L Street, Sacramento, CA		State of California— Department of Finance		40,000			1988		163,425		98	%		6.3
	9800 Goethe Road, Sacramento, CA		State of California— California National Guard		15,085			1993		110,500		100	%		7.8
	2020 S. Arlington Heights Road, Arlington Heights, IL		U.S. Government— Occupational Health and Safety Administration		16,025			2002		57,770		100	%		8.3

		Subtotals			89,310					653,495		99	%		5.3
Pending Acquisition ⁽³⁾
	3300 75th Avenue, Landover, MD		U.S. Government— Defense Intelligence Agency		43,650	⁽⁴⁾		2004		266,000		100	%		9.9

		Total		$	132,960					919,495		99.7	%		6.6

(1): Year built is year developed or year substantial renovations were completed. Substantial renovations are those costing in excess of 25% of our investment in the property.
(2): The weighted average remaining lease term is calculated based on rentable square feet.
(3): We currently expect to complete this acquisition during the first quarter of 2010; however, no assurance can be given that this acquisition will be consummated in that time period or at all.
(4): Acquisition price includes $24.8 million of mortgage debt expected to be assumed in connection with the acquisition.

Investment in Affiliated Insurance Company

In December 2009, we invested $5.1 million in Affiliated Insurance Company, or AIC, an Indiana Insurance Company, with Reit Management & Research LLC, or RMR, and other companies to which RMR provides management services. AIC was formed and licensed to provide insurance and risk management services. We currently own approximately 14.3% of this insurance company. Through this insurance business, we may benefit financially by possibly reducing insurance expenses and/or by having our pro rata share of any profits realized by this insurance business. However, AIC has not yet commenced providing insurance or risk management services to any party, including us. For more information about this investment, see "Certain Relationships and Related Person Transactions."

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Distributions

We intend to pay regular quarterly distributions to holders of our Shares. Our current quarterly distribution rate is $0.40 per Share ($1.60 on an annualized basis). However, the timing and amount of any distributions will be at the discretion of our Board of Trustees and will depend upon various factors that our Board of Trustees deems relevant, including our results of operations, our financial condition, our capital requirements, our funds from operations, or FFO, our cash available for distribution, restrictive covenants in our financial or other contractual arrangements (including our secured revolving credit facility), economic conditions and restrictions under Maryland law. In October 2009, we declared a common share distribution of $0.50 per Share. This distribution consisted of a regular quarterly distribution of $0.40 per Share with respect to the quarter ended September 30, 2009, plus an additional $0.10 relating to the 22 days after the completion of our IPO during the prior quarter. In December 2009, we declared a regular quarterly common share distribution of $0.40 per Share with respect to the quarter ended December 31, 2009. This distribution will be paid on or about January 29, 2010 to our shareholders of record on December 21, 2009. Persons who purchase Shares in this offering will not receive this distribution. Subject to the approval of our Board of Trustees, we expect to declare our next regular quarterly distribution shortly before or after March 31, 2010. Shareholders who purchase Shares in this offering and who continue to own those Shares through the record date for any such distribution will receive that distribution. For more information, see "Distribution Policy."

Investment Highlights

•: Strong Credit Quality Tenants. Pro forma for our recent and pending acquisitions, approximately 83.9% of our rental income as of September 30, 2009 would have been paid by the U.S. Government and approximately 9.9% would have been paid by the State Governments. We currently expect that our future investments will be focused on properties that are majority leased to government tenants. We believe that government tenants generally have strong credit characteristics and are less likely to default under lease obligations than commercial tenants. Accordingly, we believe that our expected distributions may be more secure than the distributions paid by many other REITs.
•: Favorable Lease Renewal Experience. Based on the experience of our manager, RMR, we believe that properties leased to government tenants are typically relet to the same tenant or another government tenant. During the period that RMR has managed the properties that comprise our portfolio, all of the space in our government leased properties that has been relet was relet to a government tenant.
•: Significant Presence in the DC Metro Area. Pro forma for our recent and pending acquisitions, approximately 34.3% of our rental income as of September 30, 2009 would have been paid by tenants located in the DC metro area. We believe that the DC metro area has one of the most stable bases of office employment in the United States and it is less likely to experience high office vacancy rates than most other areas of the country.
•: Growth Potential. During the past 40 years, the amount of space owned by the Government Services Administration, or the GSA, which administers most of the non-military real estate requirements of the U.S. Government, has remained relatively constant, but the amount of GSA leased space has increased from approximately 46 million square feet to approximately 178 million square feet. Due to the large amount of space currently leased to government tenants and our belief that government demand for leased office space will increase, we believe that we will have significant opportunities to acquire additional properties that are majority leased to government tenants.
•: Access to Capital; Conservative Capital Structure. We have a $250 million secured revolving credit facility. Pro forma for our recent and pending acquisitions, as of September 30, 2009, the aggregate principal amount outstanding under our secured revolving credit facility would have been

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approximately $155.3 million and our ratio of debt to undepreciated book value of our properties would have been approximately 25.3%. We expect to use the net proceeds of this offering to reduce amounts outstanding under our secured revolving credit facility and to fund our business activities, including some or all of the purchase price of our pending acquisition. As adjusted for the use of net proceeds from this offering to reduce the amount outstanding under our secured revolving credit facility and assuming completion of our pending acquisition, we expect our debt will be approximately $33.6 million, or approximately 5.5% of the pro forma undepreciated book value of our properties. Our current policy is to limit our total debt to no more than 50% of the undepreciated book value of our properties.

•: Exclusive Focus on Acquiring Properties Majority Leased to Government Tenants. We are the only public real estate company with an exclusive focus on acquiring and owning properties that are majority leased to government tenants. We believe that our exclusive focus on properties that are majority leased to government tenants, combined with our access to a committed secured revolving credit facility, may provide us with a competitive advantage in acquiring additional properties.
•: Experienced Management. Because of RMR's experience in leasing to government tenants, we believe that our management by RMR is a competitive advantage which may help us to meet government tenants' special needs, retain government tenants when their leases expire and locate additional properties for investment that are majority leased to government tenants.

Our History and Management

We were organized under Maryland law on February 17, 2009 as a wholly owned subsidiary of HRP. HRP is a NYSE listed REIT that owns office and industrial properties with a historical cost of over $6 billion. We were organized to concentrate the ownership of certain HRP properties that are majority leased to government tenants and to expand such investments. On April 24, 2009, we acquired 100% ownership of the properties that we owned at the time of our IPO by means of a contribution from HRP to one of our subsidiaries. On June 8, 2009, we issued 10,000,000 Shares in our IPO and became a separate publicly owned company. Thereafter, our underwriters exercised their over-allotment option and we sold an additional 1,500,000 Shares on June 30, 2009.

We do not have any employees. Instead, we are managed by RMR and the services typically provided by employees and most of our other required general and administrative services are provided to us by RMR. RMR, which began operations in 1986, manages one of the largest combinations of publicly owned real estate in the United States, including at September 30, 2009 over 1,350 commercial properties located in 45 states, the District of Columbia, Puerto Rico and Ontario, Canada, with a historical cost of approximately $17 billion. RMR has approximately 580 employees in its Boston area headquarters and in regional offices throughout the United States, including an office in Washington, D.C. that is focused on leasing to government tenants. RMR began managing properties leased to government tenants in 1997. RMR has extensive experience in dealing with the GSA and government leasing requirements. RMR also manages HRP, two other NYSE listed REITs and two publicly owned real estate based operating companies. RMR is owned by Barry Portnoy and Adam Portnoy who are our Managing Trustees. Adam Portnoy is also our President. For more information, see "Manager."

Relationship with HRP

In connection with our formation, HRP invested $5 million in us and we issued 9,950,000 of our Shares to HRP, which it continues to own. On April 24, 2009, HRP contributed the properties that we owned at the time of our IPO to one of our subsidiaries and made an additional contribution to us of approximately $1.8 million, and we borrowed $250 million under our secured revolving credit facility and distributed these funds to HRP. In connection with our IPO, HRP advanced approximately $6 million to us to pay certain expenses associated with our IPO, which was repaid in full following completion of our IPO

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with a borrowing under our secured revolving credit facility. HRP currently owns 46.3% of our outstanding Shares.

HRP has a history of successfully divesting certain of its properties into new REITs that, over time, have become separately owned. In 1995, HRP created Hospitality Properties Trust, or HPT, a REIT that invests in hotels and other hospitality properties, and in 1999, HRP created Senior Housing Properties Trust, or SNH, a REIT that invests in senior living and healthcare related real estate. When HPT and SNH were created they were each wholly owned by HRP. Over time, as HPT and SNH grew their respective investments and issued new shares, and as HRP distributed or gradually sold its shares in HPT and SNH, HRP's ownership interest in each REIT declined to zero. HRP's percentage ownership of us will decrease to 35.6% as a result of this offering (34.4% if the underwriters exercise in full their over-allotment option). We, our trustees, our executive officers and HRP have agreed, subject to certain exceptions, not to sell or transfer any Shares for a period of 90 days after the date of this prospectus without first obtaining the written consent of Morgan Stanley & Co. Incorporated. HRP may dispose of its Shares after the 90 day period, but has advised us that it has no present intention to do so.

Upon completion of our IPO, we entered into a transaction agreement with HRP, or the transaction agreement, governing our separation from and relationship with HRP. Under the transaction agreement, while HRP owns more than 10% of our outstanding Shares or we and HRP have common management, HRP will not acquire ownership of properties that are majority leased to government tenants unless a majority of our Independent Trustees have decided not to make the acquisition, and we will not acquire ownership of properties that are not majority leased to government tenants unless a majority of HRP's Independent Trustees have decided not to make the acquisition. HRP currently owns 18 properties, with approximately 2.2 million rentable square feet, that are majority leased to government tenants. Under the transaction agreement, while HRP owns more than 10% of our outstanding Shares or we and HRP have common management, we have a right of first refusal to acquire any property owned by HRP that HRP determines to divest if the property is then majority leased to government tenants. For more information, see "Certain Relationships and Related Person Transactions."

Our Management Agreements with RMR

RMR receives management fees from us, of which there are three components:

•: Business Management Base Fee. There are two components of the business management fee. The annual amount of the business management base fee is equal to the sum of (a) 0.5% of the historical cost to HRP of any properties transferred to us by HRP and (b) 0.7% of our cost of any properties we acquire up to and including $250 million, including our recent and pending acquisitions, plus 0.5% of our cost of any additional properties in excess of $250 million.
•: Property Management Fee. The amount of the property management fee is equal to 3% of the gross rents we collect from tenants, plus 5% of any construction costs we incur for building improvements, tenant fit out and other tenant inducements.
•: Incentive Fee. Beginning with the year ending December 31, 2010, the annual amount of any incentive fee will be equal to 15% of any increase in FFO Per Share (as defined in our business management agreement) for such year over FFO Per Share in the prior year, multiplied by the weighted average number of Shares outstanding during the year to which the fee applies calculated on a fully diluted basis; provided, however, the incentive fee for any year will not exceed $0.02 per Share multiplied by such weighted average number of Shares outstanding on a fully diluted basis. For purposes of calculating any incentive fee for the year ending December 31, 2010, our 2009 FFO Per Share will be calculated based on annualized figures for the period beginning June 8, 2009, which was the day on which we completed our IPO, and ending on December 31, 2009. Any incentive fees earned by RMR will be paid in Shares.

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The business management base fee and property management fee that we pay to RMR with respect to the properties transferred to us by HRP do not exceed the corresponding fees that HRP would have paid to RMR with respect to such properties had we remained wholly owned by HRP. Accordingly, RMR will not receive any increase in the business management base fee or the property management fee as a result of the transfer to us of any properties by HRP. Also, the incentive fee that RMR will be eligible to receive from us for the year ending December 31, 2010 will be substantially similar in structure to the incentive fee that HRP currently pays to RMR, but with a maximum amount of $0.02 per Share. As a separate publicly traded company, we may be able to increase our investments in properties that are majority leased to government tenants more quickly than HRP might be able to increase such investments, and, as we increase our investments, RMR's fees will increase. We do not pay RMR any acquisition, leasing, disposition or financing fees. On a pro forma basis, taking account of our recent and pending acquisitions, the annualized business management base fee and the annualized property management fee payable by us to RMR, in aggregate, would have been approximately $6.2 million.

Under our management agreements with RMR, we acknowledge that RMR manages other businesses, including HRP, SNH and HPT, and will not be required to present us with opportunities to invest in properties that are primarily of a type that are within the investment focus of another business now or in the future managed by RMR. As a result, while we are managed by RMR, we will have limited ability to invest in properties other than properties that are majority leased to government tenants. Under our business management agreement, RMR has agreed not to present other businesses that it now or in the future manages with opportunities to invest in properties that are majority leased to government tenants unless our Independent Trustees have determined not to invest in the opportunity. For more information, see "Manager."

Risk Factors

The following is a summary of certain material risks you will be exposed to by investing in our Shares:

•: There are a limited number of properties that are majority leased to government tenants and competition to buy these properties may be significant. Accordingly, we may not be able to grow our business.
•: The weighted average remaining term, based upon rent, of our current leases is 4.2 years. Pro forma for our recent and pending acquisitions, as of September 30, 2009 the weighted average remaining term, based upon rent, of our leases would have been 4.7 years. When our leases expire, we may be unable to relet our properties to current or new tenants at rental rates that equal or exceed current rates.
•: Changes in government requirements for leased space, including changes to the U.S. Government's budget for construction, repair and alteration of federal buildings, may make it more difficult for us to retain our government tenants or to locate additional properties that are majority leased to government tenants. Some of our government tenants have the right to vacate our properties and terminate their lease obligations before their lease terms expire.
•: The U.S. Government's "green lease" policies may require us to make expensive changes to our properties for them to remain competitive.
•: We have a concentration of properties in the DC metro area. An economic downturn or any significant increase in speculative development of office properties in the DC metro area may cause the occupancy and rents that we can achieve in that area to decline.
•: Real estate ownership is illiquid and involves risks of loss, damage and unforeseeable costs.

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•: HRP's ownership of 35.6% of our Shares after completion of this offering may result in your inability to influence our policies. HRP's sale of our Shares which it owns, or the possibility of such a sale, may depress the market price of our Shares.
•: Provisions in the transaction agreement and our management agreements with RMR may restrict our investment activities and create conflicts of interest.
•: Our payment of distributions to our shareholders is not assured. Any distributions will be determined at the discretion of our Board of Trustees.
•: The trading market for our Shares may be volatile.

Tax Status

We intend to elect and qualify to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, or the Code, commencing with our taxable year ending December 31, 2009. If we qualify for taxation as a REIT, under current federal income tax law we generally will not be taxed on income we distribute to our shareholders so long as we distribute at least 90% of our annual REIT taxable income and satisfy a number of organizational and operational requirements to which REITs are subject. Even if we qualify for taxation as a REIT, we are subject to certain state and local taxes on our income and property. For more information, see "Federal Income Tax Considerations."

Restrictions on Ownership and Transfer of Shares

Subject to certain exceptions, our Declaration of Trust provides that no person may own, or be deemed to own by virtue of the attribution provisions of the Code, more than 9.8% of the number or value of shares of any class or series of our outstanding shares of beneficial interest, including our Shares. These restrictions are intended to assist with our REIT compliance under the Code and otherwise to promote our orderly governance. These restrictions do not apply to HRP, RMR or their affiliates. For more information, see "Material Provisions of Maryland Law and of Our Declaration of Trust and Bylaws—Restrictions on Ownership and Transfers of Shares."

Our Address

Our principal executive offices are located at 400 Centre Street, Newton, Massachusetts 02458 and our telephone number is (617) 219-1440.

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THE OFFERING

All of the Shares offered hereby are being sold by us.


Shares offered by us ⁽¹⁾		6,500,000 Shares
Total Shares to be outstanding after this offering ⁽¹⁾ ⁽²⁾		27,981,350 Shares
Use of proceeds		We estimate that the net proceeds we will receive from this offering, after deducting underwriting discounts and commissions and other estimated offering expenses, will be approximately $144.5 million (or approximately $166.2 million if the underwriters fully exercise their over-allotment option), in each case at an assumed public offering price of $23.45 per Share, the closing price of our Shares on the NYSE on December 22, 2009. We expect to use the net proceeds of this offering to reduce amounts outstanding under our secured revolving credit facility and to fund our business activities, including some or all of the purchase price of our pending acquisition.
Listing		Our Shares are listed on the NYSE under the trading symbol "GOV."

(1): Does not include Shares issuable by us if the underwriters exercise their over-allotment option to purchase up to 975,000 additional Shares.
(2): Includes (1) 9,950,000 Shares issued to HRP in the formation transactions for our company, (2) 11,500,000 Shares sold in our IPO, which includes 1,500,000 Shares sold in connection with the underwriters exercise of their over-allotment option, and (3) 31,350 Shares issued under our 2009 Incentive Share Award Plan, or the Plan, in September 2009 to our trustees, executive officers and certain employees of RMR.

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SUMMARY SELECTED FINANCIAL AND PRO FORMA FINANCIAL INFORMATION

You should read the following summary selected financial and pro forma financial information in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," the audited Combined Financial Statements of Certain Government Properties (wholly owned by HRPT Properties Trust) and notes thereto, the unaudited Condensed Consolidated Financial Statements of Government Properties Income Trust and notes thereto and the unaudited Pro Forma Financial Statements of Government Properties Income Trust and notes thereto, all included elsewhere in this prospectus. The summary historical consolidated financial information for the nine months ended September 30, 2008 and 2009 have been derived from our unaudited condensed consolidated financial statements for the period of time for which we have been a separate public company and from Certain Government Properties (wholly owned by HRPT Properties Trust) for periods prior to our becoming a separate public company, appearing elsewhere in this prospectus. The summary historical balance sheet information as of September 30, 2009 has been derived from our unaudited condensed consolidated financial statements. The summary historical consolidated financial information for the years ended December 31, 2006, 2007 and 2008 and the summary historical consolidated balance sheet information as of December 31, 2007 and 2008 have been derived from the audited combined financial statements of Certain Government Properties (wholly owned by HRPT Properties Trust), appearing elsewhere in this prospectus. The summary pro forma consolidated financial information for the year ended December 31, 2008 and the nine months ended September 30, 2009 and the summary pro forma consolidated balance sheet information as of September 30, 2009 have been derived from our unaudited pro forma financial statements, appearing elsewhere in this prospectus. The summary selected financial and pro forma financial information in this section is not intended to replace these audited and unaudited financial statements. In addition, the pro forma balance sheet and income statement data below have been adjusted for our recent acquisitions completed since September 30, 2009, our pending acquisition, this offering and the use of the estimated net proceeds from this offering as described under "Use of Proceeds," and the income statement data has also been adjusted to reflect our formation transactions, our IPO and the application of the net proceeds therefrom and our Nashua, NH acquisition in August 2009. The summary selected financial and pro forma financial information below and the financial statements included in this prospectus do not necessarily reflect what our results of operations, financial position and cash flows would have been if we had operated as a stand-alone company during all periods presented, and these historical and pro forma results should not be relied upon as an indicator of our future performance.

			Year ended December 31,												Nine months ended September 30,

			2006			2007			2008			2008 Pro Forma			2008			2009			2009 Pro Forma
												(unaudited)			(unaudited)			(unaudited)			(unaudited)
			(amounts in thousands)
Operating information
Rental income			$	70,861		$	73,050		$	75,425		$	91,107		$	55,957		$	58,304		$	69,909

Expenses:
	Real estate taxes			7,106			7,247			7,960			9,562			5,951			6,250			7,430
	Utility expenses			5,341			5,555			6,229			7,163			4,696			4,843			5,499
	Other operating expenses			11,451			11,140			12,159			14,613			8,768			8,600			10,463
	Depreciation and amortization			13,205			13,832			14,182			18,209			10,570			11,189			14,167
	Acquisition costs			—			—			—			1,232			—			207			1,232
	General and administrative			2,774			2,906			2,984			3,915			2,238			2,859			3,545

		Total expenses		39,877			40,680			43,514			54,694			32,223			33,948			42,336
Operating income				30,984			32,370			31,911			36,413			23,734			24,356			27,573
Interest income				84			88			37			37			31			45			45
Interest expense				(558	)		(359	)		(141	)		(4,245	)		(127	)		(3,832	)		(3,498	)

	Net income		$	30,510		$	32,099		$	31,807		$	32,205		$	23,638		$	20,569		$	24,120

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	As of December 31,				As of September 30,

	2007		2008		2009		2009 Pro forma
					(unaudited)		(unaudited)
	(amounts in thousands)
Balance sheet information
Total real estate investments (before depreciation)	$	488,077	$	490,475	$	508,331	$	612,661
Total assets (after depreciation)		431,010		419,774		438,867		553,241
Total debt		3,592		134		65,375		33,564

	Year ended December 31,												Nine months ended September 30,

	2006			2007			2008			2008 Pro forma			2008			2009			2009 Pro forma
	(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
	(amounts in thousands, except property data)
Other information
Shares outstanding at end of period		—			—			—			27,981			—			21,481			27,981
Number of properties at end of period		29			29			29			34			29			30			34
Percent leased at end of period		99.1	%		99.2	%		99.3	%		99.3	%		99.6	%		99.6	%		99.6	%
FFO ⁽¹⁾	$	43,715		$	45,931		$	45,989		$	51,646		$	34,208		$	31,965		$	39,519

	Year ended December 31,									Nine months ended September 30,

	2006			2007			2008			2008			2009
										(unaudited)			(unaudited)
	(amounts in thousands)
Cash flows
Provided by operating activities	$	43,191		$	40,521		$	44,944		$	34,813		$	27,271
Used in investing activities		(12,119	)		(2,184	)		(2,554	)		(1,669	)		(23,308	)
Used in financing activities		(31,015	)		(38,340	)		(42,359	)		(32,936	)		(1,766	)

(1): We compute FFO as shown below. Our calculation of FFO differs from the National Association of Real Estate Investment Trust's, or NAREIT, definition because we exclude acquisition costs. We consider FFO to be an appropriate measure of performance for a REIT, along with net income and cash flow from operating, investing and financing activities. We believe that FFO provides useful information to investors because by excluding the effects of certain historical amounts, such as depreciation expense, FFO can facilitate a comparison of operating performances among REITs. FFO does not represent cash generated by operating activities in accordance with U.S. generally accepted accounting principles, or GAAP, and should not be considered an alternative to net income or cash flow from operating activities as a measure of financial performance or liquidity. FFO is one important factor considered by our Board of Trustees in determining the amount of distributions to shareholders. Other important factors include, but are not limited to, requirements to maintain our status as a REIT, limitations in our secured revolving credit facility, the availability of debt and equity capital to us and our expectations of future capital requirements and operating performance. The following table is a reconciliation of our net income to FFO:

	Year ended December 31,								Nine months ended September 30,

	2006		2007		2008		2008 Pro forma		2008		2009		2009 Pro forma
	(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)
	(amounts in thousands)
Net income	$	30,510	$	32,099	$	31,807	$	32,205	$	23,638	$	20,569	$	24,120
Depreciation and amortization		13,205		13,832		14,182		18,209		10,570		11,189		14,167
Acquisition costs		—		—		—		1,232		—		207		1,232

FFO	$	43,715	$	45,931	$	45,989	$	51,646	$	34,208	$	31,965	$	39,519

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RISK FACTORS

Our business faces many risks. The risks described below are all of the material risks that we can identify at this time. You should carefully consider all of the risks described below and the other information contained in this prospectus before making a decision to buy our Shares. If any of these risks occur, our business, financial condition and results of operations could be harmed. In that case, the trading price of our Shares could decline and you might lose part or all of your investment in our Shares. Additional risks that we do not know of, or that we currently think are immaterial, may also become important factors that affect us and your investment in us.

Risks Related to Our Business

We may be unable to identify additional properties to acquire and grow our business.

Our business plan is to acquire additional properties that are majority leased to government tenants. There are a limited number of such properties, and we will have fewer opportunities to grow our investments than REITs that purchase properties that are leased to both government and non-government tenants or that are not leased when they are acquired. Accordingly, our business plan to acquire additional properties that are majority leased to government tenants may not succeed.

We may be unable to access the capital necessary to repay debts, invest in our properties or fund acquisitions.

We intend to elect and qualify to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ending December 31, 2009. To qualify for taxation as a REIT, we will be required to distribute at least 90% of our annual REIT taxable income (excluding capital gains) and satisfy a number of organizational and operational requirements to which REITs are subject. Accordingly, we generally will not be able to retain sufficient cash from operations to repay debts, invest in our properties or fund acquisitions. Our business and growth strategies depend, in part, upon our ability to raise additional capital at reasonable costs to repay our debts, invest in our properties and fund new acquisitions. We expect to use the net proceeds of this offering to reduce amounts outstanding under our secured revolving credit facility and to fund our business activities, including some or all of the purchase price of our pending acquisition. Recently, there has been a significant reduction in the amount of capital available on a global basis. Our ability to raise reasonably priced capital is not guaranteed; we may be unable to raise reasonably priced capital because of reasons related to our business or for reasons beyond our control, such as market conditions. Additionally, since we are a recently formed company with a limited operating history, it may be more difficult for us to raise reasonably priced capital than more established companies, many of which have established financing programs and, in some cases, have investment grade credit ratings. If we are unable to raise reasonably priced capital, our business and growth strategies may fail.

We face significant competition.

We plan to acquire properties that are majority leased to government tenants whenever we are able to identify attractive opportunities and have sufficient available financing to complete such acquisitions. We face competition for acquisition opportunities from other investors and this competition may subject us to the following risks:

•: we may be unable to acquire a desired property because of competition from other well capitalized real estate investors, including publicly traded and private REITs, private investment funds and others; and
•: competition from other real estate investors, which may increase if access to credit becomes more readily available and lending terms become more lenient, may significantly increase the purchase price we must pay to acquire properties.

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In addition, substantially all of our properties face competition for tenants. Some competing properties may be newer, better located and more attractive to tenants. Competing properties may have lower rates of occupancy than our properties, which may result in competing owners leasing available space at lower rents than we offer at our properties. This competition may affect our ability to attract and retain tenants and may reduce the rents we are able to charge. Government tenants may be particularly difficult to attract and retain because they may be viewed as desirable tenants by other landlords.

Our acquisitions may not be successful.

Our business strategy contemplates acquisitions of additional properties that are majority leased to government tenants. We cannot assure you that acquisitions we make will prove to be successful. Notwithstanding pre-acquisition due diligence, we do not believe that it is possible to fully understand a property before it is owned and operated for an extended period of time. For example, we could acquire a property that contains undisclosed defects in design or construction. In addition, after our acquisition of a property, the market in which the acquired property is located may experience unexpected changes that adversely affect the property's value. The occupancy of properties that we acquire may decline during our ownership, and rents that are in effect at the time a property is acquired may decline thereafter. For these reasons, among others, our property acquisitions may cause us to experience losses.

We may be unable to lease our properties when our leases expire.

The weighted average remaining term of our leases is 4.2 years, or 4.7 years pro forma for our recent and pending acquisitions, based upon annual rental income under leases in effect as of September 30, 2009 (4.2 years and 4.8 years, respectively, based upon occupied square footage). Leases representing approximately 67.2% of our rental income as of September 30, 2009 (65.5% of our occupied square footage), or 59.2% of our rental income (57.4% of our occupied square footage) pro forma for our recent and pending acquisitions, will expire by December 31, 2013. Although we will seek to renew our leases with current tenants when these leases expire, we can provide no assurance that we will be successful in doing so. If our tenants do not renew their leases, we may be unable to enter leases with substitute tenants.

When we renew leases or lease to new tenants our rents may decline and our expenses may increase.

When we renew leases or lease to new tenants we may receive less rent than we received under the leases that expired. Laws and regulations applicable to government leasing often require public solicitations of bids when new or renewal leases are being considered. Market conditions may require us to lower our rents to retain government tenants. Also, whenever we renew leases or lease to new tenants we may have to spend substantial amounts for tenant fit out, leasing commissions and other tenant inducements. As a consequence of lower rents or increased expenses when we renew leases or lease to new tenants, our net income and cash available to pay distributions to you may decline.

Some government tenants have the right to terminate their leases prior to their lease expiration date.

Almost all of our current rents come from government tenants. Some of our leases with government tenants allow the tenants to vacate the leased premises before the stated terms of the leases expire with little or no liability. In particular:

•: Tenants occupying approximately 14.8% of our rentable square feet and contributing approximately 12.2% of our rental income as of September 30, 2009, or 12.7% of our rentable square feet and 10.3% of our rental income, pro forma for our recent and pending acquisitions, respectively, have currently exercisable rights to terminate their leases before the stated term of their lease expires.
•: In 2010, 2011 and 2012, early termination rights become exercisable by other tenants who currently occupy an additional approximately 7.1%, 2.7% and 1.2% of our rentable square feet, respectively, and contribute an additional approximately 6.1%, 4.6% and 1.3% of our rental income as of

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September 30, 2009, respectively, or 6.1%, 2.3% and 1.0% of our rentable square feet and approximately 5.2%, 3.9% and 1.1% of our rental income, respectively, pro forma for our recent and pending acquisitions.

•: In addition, a tenant at a building we recently acquired has the right to terminate its lease in 2014. On a pro forma basis, this tenant occupies approximately 2.3% of our rentable square feet and contributes approximately 2.8% of our rental income as of September 30, 2009.
•: Two of our state government tenants have the currently exercisable right to terminate their leases if these states do not appropriate rent in their respective annual budgets. These two tenants occupy approximately 3.7% of our rentable square feet and contribute approximately 2.7% of our rental income as of September 30, 2009, or 3.1% of our rentable square feet and contribute approximately 2.3% or our rental income, pro forma for our recent and pending acquisitions.

For fiscal policy reasons, security concerns or other reasons, some or all of our government tenants may decide to vacate our properties. If a significant number of such vacancies occur, our rental income may materially decline and we may become unable to pay regular distributions to you or we may reduce the amounts of such distributions.

An increase in the amount of government owned real estate may adversely affect us.

The American Recovery and Reinvestment Act of 2009, enacted in February 2009, included several billion dollars for construction, repair and alteration of government owned buildings. It remains unclear as to what extent expenditure of these funds may impact us. If there is a large increase in the amount of government owned real estate as a consequence of this legislation, certain government tenants may relocate from our properties to government owned real estate. Similarly, it may become more difficult for us to renew our government leases when they expire or to locate additional properties that are majority leased to government tenants in order to grow our business.

The U.S. Government's "green lease" policies may adversely affect us.

In recent years the U.S. Government has instituted "green lease" policies which allow a government tenant to require leadership in energy and environmental design for commercial interiors, or LEED®-CI, certification in selecting new premises or renewing leases at existing premises. In addition, the Energy Independence and Security Act of 2007 allows the GSA to prefer buildings for lease that have received an "Energy Star" label. Obtaining such certifications and labels may be costly and time consuming, but our failure to do so may result in our competitive disadvantage in acquiring new or retaining existing government tenants.

We currently have a concentration of properties in the DC metro area and are exposed to changes in market conditions in this area.

Approximately 34.3% of our rental income as of September 30, 2009 was received from properties located in the DC metro area. Pro forma for our recent and pending acquisitions, approximately 34.3% of our rental income as of September 30, 2009 would have been received from properties located in the DC metro area. A downturn in economic conditions in this area could result in reduced demand from tenants for our properties or lower the rents that our government tenants in this area are willing to pay when our leases expire and renewal terms are negotiated. Additionally, within the past few years there has been a large number of speculative real estate developments in the DC metro area, and a surplus of newly developed space could adversely affect our ability to retain our government tenants when our leases expire.

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Our failure or inability to meet certain terms of our secured revolving credit facility would adversely affect our business and may prevent our paying distributions to you.

Our $250 million secured revolving credit facility includes various conditions to our borrowing and various financial and other covenants and events of default. We may not be able to satisfy all of these conditions or may default on some of these covenants for various reasons, including matters which are beyond our control. For example, our ability to borrow under our secured revolving credit facility depends upon the appraised value of the collateral properties which secure our secured revolving credit facility and the net rental income received from the collateral properties. Similarly, important financial covenants in our secured revolving credit facility include our covenant to maintain certain debt service and leverage ratios, our compliance with which depends upon the net rental income we receive from all our properties and their appraised value. In the event that the occupancy at a number of our properties, including properties which are collateral for our secured revolving credit facility, were to decline, if the rents we can charge for these properties were to decline, or if the appraised value of our properties were to decline, we may be unable to borrow under our secured revolving credit facility, the amounts we may borrow under our secured revolving credit facility may decrease or we may be in default under our secured revolving credit facility. In addition, our secured revolving credit facility provides that a change in control of us or a termination of our management agreements with RMR may cause the amounts outstanding under our secured revolving credit facility to become immediately due and payable.

If we are unable to borrow under our secured revolving credit facility we may be unable to meet our business obligations or to grow by buying additional properties, or we may be required to sell some of our properties. If we default under our secured revolving credit facility at a time when borrowed amounts are outstanding under our secured revolving credit facility, our lenders may demand immediate payment or foreclose our properties or realize upon other assets which are their collateral. The covenants and conditions which apply to us with respect to debt, if any, which we incur in addition to our secured revolving credit facility may be more restrictive than the covenants and conditions in our secured revolving credit facility. Any default under our outstanding secured revolving credit facility or other debt we may incur would likely have serious and adverse consequences to us and would likely cause the market value of our Shares to materially decline.

A covenant in our secured revolving credit facility prohibits us from paying distributions in excess of 95% of our Funds From Operations, as defined therein, other than certain distributions in connection with qualifying as a REIT. Our rental income could decline to a level whereby our current distribution rate would exceed 95% of our Funds From Operations, and, as a consequence, we would not be permitted under our secured revolving credit facility to make a distribution at our expected distribution rate.

Amounts recoverable under our leases for increased operating costs may be less than the actual increased costs.

Under most of our leases, the tenant's obligation to pay us adjusted rent for increased operating costs (e.g. the costs of cleaning services, supplies, materials, maintenance, trash removal, landscaping, water, sewer charges, heating, electricity and certain administrative expenses) is increased annually based on a cost of living index rather than the actual amount of our costs. Accordingly, the amount of any rent adjustment may not fully offset any increased costs we may incur in providing these services.

Increasing interest rates may adversely affect us and the value of your investment in our Shares.

There are three principal ways that increasing interest rates may adversely affect us and the value of your investment in our Shares:

•: Funds borrowed under our secured revolving credit facility bear interest at variable rates. If interest rates increase, so will our interest costs, which could adversely affect our cash flow, our ability to

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pay principal and interest on our debt, our cost of refinancing our debt when it becomes due and our ability to pay distributions to you.

•: An increase in interest rates could decrease the amount buyers may be willing to pay for our properties, thereby reducing the market value of our properties and limiting our ability to sell properties or to obtain mortgage financing secured by our properties.
•: We expect to pay regular distributions on our Shares. When interest rates on investments available to investors rise, the market prices of distribution paying securities often decline. Accordingly, if interest rates rise, the market price of your Shares may decline.

Real estate ownership creates risks and liabilities.

Our business is subject to risks associated with real estate ownership, including:

•: property and casualty losses, some of which may be uninsured;
•: defaults by tenants that lease our properties;
•: the illiquid nature of real estate markets which limits our ability to sell our assets rapidly to respond to changing market conditions;
•: costs that may be incurred relating to property maintenance and repair, and the need to make expenditures due to changes in governmental regulations, including the Americans with Disabilities Act; and
•: asbestos/lead related liabilities and costs of containment or removal and other environmental hazards at our properties for which we may be liable, including those created by prior owners or occupants, existing tenants, adjacent properties or other parties.

Risks Related to Our Relationships with HRP and RMR

As long as HRP retains significant ownership of us, your ability to influence matters requiring shareholder approval will be limited.

After this offering, HRP will own approximately 35.6% of our outstanding Shares (approximately 34.4% if the underwriters exercise in full their over-allotment option). For so long as HRP continues to retain a significant ownership stake in us, HRP may be able to elect all of the members of our Board of Trustees, including our Independent Trustees, and may effectively control the outcome of shareholder actions. As a result, HRP may have the ability to control all matters affecting us, including:

•: the composition of our Board of Trustees and, through our Board of Trustees, determinations with respect to our management, business plans and policies, including the appointment and removal of our officers;
•: determinations with respect to mergers and other business combinations;
•: our acquisition or disposition of assets;
•: our financing activities;
•: amendments to the transaction agreement;
•: the payment of distributions on our Shares; and
•: the number of Shares available for issuance under our equity incentive plans.

HRP's significant ownership in us and resulting ability to effectively control us may discourage transactions involving a change of control, including transactions in which you as a holder of our Shares might otherwise receive a premium for your Shares over the then current market price.

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HRP's ability to sell its ownership stake in us and speculation about such possible sales may adversely affect the market price of our Shares.

HRP is not prohibited from selling some or all of its Shares, except that it has agreed (subject to certain exceptions) not to sell or transfer any Shares for 90 days after the date of this prospectus without first obtaining the written consent of Morgan Stanley & Co. Incorporated, and HRP may do so without your approval. HRP has advised us that it does not have any current plans to sell or otherwise dispose of its Shares. However, HRP has a history of successfully divesting certain of its properties into new REITs and then selling or distributing its stake in such REITs over time. So long as HRP continues to retain significant ownership in us, the liquidity and market price of our Shares may be adversely impacted. In addition, speculation by the press, stock analysts, shareholders or others regarding HRP's intention to dispose of its Shares could adversely affect the market price of our Shares. Accordingly, your Shares may be worth less than they would be if HRP did not have significant ownership in us.

Our management structure and our manager's other activities may create conflicts of interest.

We have no employees. Personnel and services that we require are provided to us under contract by RMR. RMR is authorized to follow broad operating and investment guidelines and, therefore, has great latitude in determining the properties that will be proper investments for us, as well as the individual investment decisions. Our Board of Trustees periodically reviews our operating and investment guidelines and our properties but does not review or approve each decision made by RMR on our behalf. In addition, in conducting periodic reviews, our Board of Trustees relies primarily on information provided to it by RMR. RMR is beneficially owned by our Managing Trustees, Barry Portnoy and Adam Portnoy. Barry Portnoy is Chairman and a director, and Adam Portnoy is President, Chief Executive Officer and a director, of RMR. All of the members of our Board of Trustees, including our Independent Trustees, are members of one or more boards of trustees or directors of various companies managed by RMR. All of our executive officers are also executive officers of RMR. The foregoing individuals may hold equity in or positions with other companies managed by RMR. Such equity ownership and positions by our trustees and officers could create, or appear to create, conflicts of interest with respect to matters involving us, RMR and its affiliates. We cannot assure you that the provisions in our Declaration of Trust or our Bylaws adequately address potential conflicts of interest or that such actual or potential conflicts of interest will be resolved in our favor.

RMR also acts as the manager for three other publicly traded REITs: HRP, HPT and SNH. RMR also provides management services to other public and private companies, including Five Star Quality Care, Inc., or FVE, which operates senior living communities, including independent living and congregate care communities, assisted living communities, nursing homes and hospitals; and TravelCenters of America LLC, or TravelCenters, which operates and franchises travel centers. These multiple responsibilities to public companies and other businesses could create competition for the time and efforts of RMR and Messrs. Barry Portnoy and Adam Portnoy.

Our management agreements with RMR were negotiated between affiliated parties and may not be as favorable to us as they would have been if negotiated between unaffiliated parties.

We pay RMR fees based in part upon the historical cost of our investments (including acquisition costs) which at any time may be more or less than the fair market value thereof, the gross rents we collect from tenants and the cost of construction we incur at our properties which is supervised by RMR, plus an incentive fee based upon certain increases in our FFO Per Share (as defined in our management agreements with RMR). For more information, see "Manager." Our fee arrangements with RMR could encourage RMR to advocate acquisitions of properties, to undertake unnecessary construction activities or to overpay for acquisitions or construction. These arrangements may also encourage RMR to discourage sales of properties by us. Our management agreements were negotiated between affiliated parties, and the

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terms, including the fees payable to RMR, may not be as favorable to us as they would have been were they negotiated on an arm's length basis between unaffiliated parties.

Our management agreements with RMR may discourage our change of control.

Termination of our management agreements with RMR would be a default under our secured revolving credit facility unless approved by a majority of our lenders. RMR is able to terminate its management agreements with us if we experience a change of control. The quality and depth of management available to us by contracting with RMR may not be able to be duplicated by our being a self managed company or by our contracting with unrelated third parties, without considerable cost increases. For these reasons, our management agreements may discourage a change of control of us, including a change of control which might result in payment of a premium for your Shares.

The potential for conflicts of interest as a result of our management structure may provoke dissident shareholder activities that result in significant costs.

In the past, in particular following periods of volatility in the overall market and the market price of a company's securities, shareholder litigation, dissident trustee nominations and dissident proposals have often been instituted against companies alleging conflicts of interest in business dealings with trustees, affiliated persons and entities. Our relationship with RMR, with Messrs. Barry Portnoy and Adam Portnoy and with RMR affiliates may precipitate such activities. These activities, if instituted against us, could result in substantial costs and a diversion of our management's attention and resources.

Provisions in the transaction agreement and our management agreements with RMR may restrict our investment activities and create conflicts of interest.

The transaction agreement and our management agreements with RMR restrict our ability to make investments in properties that are within the investment focus of another business now or in the future managed by RMR. In addition, RMR has discretion to determine whether a particular investment opportunity is within our investment focus or that of another business managed by RMR. As a result of these contractual provisions, so long as HRP owns in excess of 10% of our outstanding Shares, we and HRP engage the same manager or we and HRP have one or more common managing trustees, we have limited ability to invest in properties that are within the investment focus of another business managed by RMR or properties that are not, at the time of our investment, properties majority leased to government tenants. These agreements do not restrict our ability, or the ability of other businesses managed by RMR, to lease properties to any particular tenant, and, as a result, we may compete with other businesses managed by RMR for tenants. Our management agreements afford RMR discretion to determine which leasing opportunities to present to us or to other businesses managed by RMR. Accordingly, we may compete with HRP and other businesses managed by RMR for investments in properties that are not within the investment focus of us or another business managed by RMR and for tenants. There is no assurance that any conflicts of interest created by such competition will be resolved in our favor.

We are dependent upon RMR to manage our business and implement our growth strategy.

Our ability to achieve our business objectives depends on RMR and its ability to manage our properties, source and complete new acquisitions for us on favorable terms and to execute our financing strategy on favorable terms. Because we are externally managed, our business is dependent upon RMR's business contacts, its ability to successfully hire, train, supervise and manage its personnel and its ability to maintain its operating systems. If we lose the services provided by RMR or its key personnel, our business and growth prospects may decline. We may be unable to duplicate the quality and depth of management available to us by becoming a self managed company or by hiring another manager. Also, in the event RMR is unwilling or unable to continue to provide management services to us, our cost of obtaining

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substitute services may be greater than the fees we pay RMR under our management agreements with RMR and as a result our earnings and cash flows may decline.

Risks Related to Our Organization and Structure

Ownership limitations and anti-takeover provisions in our Declaration of Trust and Bylaws, as well as certain provisions of Maryland law, may prevent you from receiving a takeover premium or prevent shareholders from implementing beneficial changes.

Our Declaration of Trust prohibits any shareholder other than HRP, RMR and their affiliates from owning (directly and by attribution under the Code) more than 9.8% of the number or value of shares of any class or series of our outstanding shares of beneficial interest. This provision of our Declaration of Trust is intended to assist with our REIT compliance under the Code and otherwise to promote our orderly governance. However, this provision also inhibits acquisitions of a significant stake in us and may prevent a change in our control. Additionally, many provisions contained in our governing documents (described below under the caption "Material Provisions of Maryland Law and of Our Declaration of Trust and Bylaws") may further deter persons from attempting to acquire control of us and implement changes that may be beneficial to shareholders, including, for example, provisions relating to:

•: the division of our trustees into three classes, with the term of one class expiring each year, which could delay a change in our control;
•: shareholder voting rights and standards for the election of trustees and other provisions which require larger majorities for approval of actions which are not approved by our trustees than for actions which are approved by our trustees;
•: required qualifications for an individual to serve as a trustee and a requirement that certain of our trustees be "Managing Trustees" and other trustees be "Independent Trustees";
•: limitations on the ability of shareholders to propose nominees for election as trustees and propose other business for a meeting of shareholders;
•: limitations on the ability of shareholders to remove our trustees;
•: the authority of our Board of Trustees, and not our shareholders, to adopt, amend or repeal our Bylaws; and
•: the authority of our Board of Trustees to adopt certain amendments to our Declaration of Trust without shareholder approval, including the authority to increase or decrease the number of authorized Shares, to create new classes or series of shares (including a class or series of shares that could delay or prevent a transaction or a change in our control that might involve a premium for our Shares or otherwise be in the best interests of our shareholders), to increase or decrease the number of shares of any class, and to classify or reclassify any unissued shares from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of our Shares or any new class of shares created by our Board of Trustees.

Our rights and the rights of our shareholders to take action against our trustees and officers are limited.

Our Declaration of Trust limits the liability of our trustees and officers to us and our shareholders for money damages to the maximum extent permitted under Maryland law. Under current Maryland law, our trustees and officers will not have any liability to us and our shareholders for money damages other than liability resulting from:

•: actual receipt of an improper benefit or profit in money, property or services; or

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•: active and deliberate dishonesty by the trustee or officer that was established by a final judgment as being material to the cause of action adjudicated.

Our Bylaws require us to indemnify any present or former trustee or officer, to the maximum extent permitted by Maryland law, who is made or threatened to be made a party to a proceeding by reason of his or her service in that capacity. However, except with respect to proceedings to enforce rights to indemnification, we will indemnify any person referenced in the previous sentence in connection with a proceeding initiated by such person against our company only if such proceeding is authorized by our Board of Trustees. In addition, we may be obligated to pay or reimburse the expenses incurred by our present and former trustees and officers without requiring a preliminary determination of their ultimate entitlement to indemnification. As a result, we and our shareholders may have more limited rights against our trustees and officers than might otherwise exist absent the provisions in our Bylaws or that might exist with other companies, which could limit your recourse in the event of actions not in your best interest.

We may change our operational and investment policies without shareholder approval.

Our Board of Trustees determines our operational and investment policies and may amend or revise our policies, including our policies with respect to our intention to qualify for taxation as a REIT, acquisitions, dispositions, growth, operations, indebtedness, capitalization and distributions, or approve transactions that deviate from these policies, without a vote of, or notice to, our shareholders. Such policy changes could adversely affect the market value of our Shares and our ability to make distributions to you.

Risks Related to Our Taxation

Our failure to qualify or remain qualified for taxation as a REIT for U.S. federal income tax purposes could have significant adverse consequences.

We intend to elect and qualify to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ending December 31, 2009, and to maintain such qualification thereafter. Qualifying as a REIT, however, depends on satisfying complex, statutory requirements, for which there are only limited judicial and administrative interpretations. Even if we initially qualify as a REIT, maintaining our status as a REIT will require us to continue to satisfy certain tests concerning, among other things, the nature of our assets, the sources of our income and the amounts we distribute to our shareholders. In order to meet these requirements, it may be necessary for us to sell or forego attractive investments. If we fail to qualify or remain qualified as a REIT, then our ability to raise capital might be adversely affected, we will be in breach under our secured revolving credit facility, we may be subject to material amounts of federal and state income taxes and the value of our Shares likely would decline. In addition, if we lose or revoke our tax status as a REIT for a taxable year, we will be prevented from requalifying as a REIT for the next four taxable years.

Distributions to shareholders generally will not qualify for reduced tax rates.

The maximum tax rate for dividends payable by U.S. corporations to individual stockholders is 15% through 2010. Distributions paid by REITs, however, are generally not eligible for this reduced rate. The more favorable rates for corporate dividends could cause individual investors to perceive that investment in REITs are less attractive than investment in non-REIT corporations that pay dividends, thereby reducing the demand and market price of our Shares.

Risks Related to this Offering

There is no assurance that we will continue to make distributions.

We intend to continue to pay regular quarterly distributions to our shareholders. However:

•: our ability to pay distributions will be adversely affected if any of the risks described herein occur;

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•: our payment of distributions is subject to compliance with restrictions contained in our secured revolving credit facility; and
•: any distributions will be made in the discretion of our Board of Trustees and will depend upon various factors that our Board of Trustees deems relevant, including our results of operations, our financial condition, our capital requirements, our FFO, our cash available for distribution, restrictive covenants in our financial or other contractual arrangements, economic conditions and restrictions under Maryland law.

For these reasons, among others, our distribution rate may decline or we may cease making distributions. Also, our distributions may include a return of capital.

The trading market for our common shares may be volatile.

Our shares have only traded on the NYSE since June 3, 2009. Assuming the underwriters do not exercise their over-allotment option, we are selling 6,500,000 of our Shares in this offering, an amount equal to 30.3% of our shares outstanding prior to the offering. Excluding the Shares owned by HRP and by our management that are subject to the lock up agreement with our underwriters, the 6,500,000 Shares being offered represents approximately 36.1% of the Shares available to trade after this offering. Also, the 3 month average trading volume in our Shares as reported by the NYSE as of December 22, 2009 was only 131,655 Shares per day. We cannot predict what effect this offering may have on the price of our Shares or the volume of transactions involving our Shares in the market. Sales of a substantial amount of our Shares, or the perception that such sales could occur, could adversely affect the liquidity of the market for our Shares or their price. Large price changes or low volume may preclude you from buying or selling our Shares at all, or at any particular price or during a time frame that satisfies your investment objectives.

The combined financial statements of certain government properties wholly owned by HRP, our condensed financial statements and our unaudited pro forma financial statements may not be representative of our results as an independent public company.

The combined financial statements of certain government properties wholly owned by HRP, our condensed consolidated financial statements and our unaudited pro forma financial statements that are included in this prospectus do not necessarily reflect what our financial position, results of operations or cash flows would have been had we been an independent entity during the entirety of the periods presented. This financial information is not necessarily indicative of what our results of operations, financial position, cash flows or expenses will be in the future. It is impossible for us to accurately estimate all adjustments which may reflect all the significant changes that will occur in our cost structure, funding and operations as a result of our separation from HRP, including potential increased costs associated with reduced economies of scale and increased costs associated with being a separate publicly traded company. We completed our IPO on June 8, 2009 and, since that date, we have been operating as an independent public company. Our financial statements for the nine months ended September 30, 2009 reflect our operations as an independent public company only since June 8, 2009. For additional information, see "Selected Financial and Pro Forma Financial Information" and the combined financial statements of certain government properties wholly owned by HRP, our condensed consolidated financial statements and our unaudited pro forma financial statements appearing elsewhere in this prospectus.

Future sales of our securities may depress the market price of your Shares.

Subject to applicable law, our Board of Trustees has the authority, without further shareholder approval, to issue additional authorized Shares and other equity and debt securities on the terms and for the consideration it deems appropriate. We cannot predict the effect, if any, of future issuances of our Shares or other securities or the prospect of such issuances, on the market price of our Shares. We also may issue from time to time additional securities in connection with property, portfolio or business

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acquisitions and may grant registration rights in connection with such issuances. Issuances of a substantial amount of our Shares or of senior securities, or the perception that such issuances might occur, could depress the market price of our Shares.

Upon the closing of this offering, we will have 27,981,350 Shares outstanding, including an aggregate of 9,950,000 Shares owned by HRP. Additionally, up to 1,968,650 Shares may be issued under the Plan to our trustees, executive officers and RMR employees. Assuming our business management agreement with RMR is renewed on its current terms, from and after January 1, 2010, RMR will be eligible to receive incentive compensation payable in our Shares. We, our trustees, our executive officers and HRP have agreed, subject to various exceptions, not to sell or issue any Shares or any securities convertible into or exchangeable for Shares, or file any registration statement with the Securities and Exchange Commission, or the SEC, for 90 days after the date of this prospectus without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the underwriters. Morgan Stanley & Co. Incorporated, at any time and without notice, may release all or any portion of the Shares subject to the foregoing agreements.

This offering may be dilutive.

Giving effect to the issuance of Shares in this offering, which may include Shares issued pursuant to a full or partial exercise by the underwriters of their over-allotment option, the receipt of the expected net proceeds and the use of those proceeds, this offering may have a dilutive effect on our expected earnings per Share and FFO per Share. The actual amount of any dilution cannot be determined at this time and will be based on numerous factors.

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WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS PROSPECTUS CONTAINS STATEMENTS AND IMPLICATIONS WHICH CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS. WHENEVER WE USE WORDS SUCH AS "BELIEVE," "EXPECT," "ANTICIPATE," "INTEND," "PLAN," "ESTIMATE" OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. FORWARD LOOKING STATEMENTS IN THIS PROSPECTUS RELATE TO VARIOUS ASPECTS OF OUR BUSINESS, INCLUDING:

•: OUR ABILITY TO PAY DISTRIBUTIONS TO SHAREHOLDERS AND THE EXPECTED AMOUNTS THEREOF;
•: OUR FUTURE ACQUISITIONS, INCLUDING OUR PENDING ACQUISITION, AND SALES OF PROPERTIES;
•: THE CREDIT QUALITY OF OUR TENANTS;
•: THE LIKELIHOOD THAT OUR TENANTS WILL PAY RENT, RENEW LEASES, SIGN NEW LEASES OR BE AFFECTED BY CYCLICAL ECONOMIC CONDITIONS;
•: OUR ABILITY TO PAY INTEREST ON AND PRINCIPAL OF OUR DEBT;
•: OUR POLICIES AND PLANS REGARDING INVESTMENTS AND FINANCINGS;
•: THE FUTURE AVAILABILITY OF BORROWINGS UNDER OUR SECURED REVOLVING CREDIT FACILITY;
•: OUR ABILITY TO COMPETE EFFECTIVELY;
•: OUR TAX STATUS AS A REIT;
•: OUR ABILITY TO RAISE EQUITY OR DEBT CAPITAL;
•: OUR EXPECTATION THAT WE WILL BENEFIT FINANCIALLY BY PARTICIPATING IN THE INSURANCE COMPANY WITH RMR AND COMPANIES TO WHICH RMR PROVIDES MANAGEMENT SERVICES; AND
•: OTHER MATTERS.

OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. FACTORS THAT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FORWARD LOOKING STATEMENTS AND UPON OUR BUSINESS, RESULTS OF OPERATIONS, FINANCIAL CONDITION, FFO, CASH AVAILABLE FOR DISTRIBUTION, CASH FLOWS, LIQUIDITY AND PROSPECTS INCLUDE, BUT ARE NOT LIMITED TO:

•: CHANGES IN THE ECONOMY AND THE CAPITAL MARKETS;
•: COMPETITION WITHIN THE REAL ESTATE INDUSTRY;
•: CHANGES IN PERSONNEL AND LACK OF AVAILABILITY OF QUALIFIED PERSONNEL;
•: ACTUAL AND POTENTIAL CONFLICTS OF INTEREST WITH OUR MANAGING TRUSTEES AND RMR AND THEIR AFFILIATES;
•: CHANGES IN FEDERAL, STATE AND LOCAL LEGISLATION, GOVERNMENTAL REGULATIONS, ACCOUNTING TREATMENT, TAX LAWS AND SIMILAR MATTERS; AND

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•: LIMITATIONS IMPOSED ON OUR BUSINESS AND OUR ABILITY TO SATISFY COMPLEX RULES IN ORDER FOR US TO QUALIFY AS A REIT FOR U.S. FEDERAL INCOME TAX PURPOSES.

FOR EXAMPLE:

•: IF THE AVAILABILITY OF DEBT CAPITAL REMAINS RESTRICTED OR BECOMES MORE RESTRICTED, WE MAY BE UNABLE TO REFINANCE OR REPAY OUR DEBT OBLIGATIONS WHEN THEY BECOME DUE OR ON TERMS WHICH ARE AS FAVORABLE AS WE NOW HAVE;
•: CONTINGENCIES IN OUR ACQUISITIONS MAY CAUSE THESE TRANSACTIONS NOT TO OCCUR OR TO BE DELAYED;
•: WE MAY BE UNABLE TO IDENTIFY PROPERTIES WHICH WE WANT TO BUY OR TO NEGOTIATE ACCEPTABLE PURCHASE PRICES;
•: OUR COMPLETION OF OUR CURRENTLY PENDING ACQUISITION OF A U.S. GOVERNMENT LEASED PROPERTY IN LANDOVER, MARYLAND IS SUBJECT TO VARIOUS CONDITIONS TYPICAL OF LARGE COMMERCIAL REAL ESTATE PURCHASES. AS A RESULT OF ANY FAILURE OF THESE CONDITIONS, THE PROPERTY MAY NOT BE PURCHASED OR THE PURCHASE MAY BE DELAYED;
•: OUR ABILITY TO MAKE FUTURE DISTRIBUTIONS DEPENDS UPON OUR FUTURE EARNINGS;
•: PARTICIPATION IN AIC INVOLVES POTENTIAL FINANCIAL RISKS AND REWARDS TYPICAL OF ANY START UP BUSINESS VENTURE AS WELL AS OTHER FINANCIAL RISKS AND REWARDS SPECIFIC TO INSURANCE COMPANIES. AMONG THE RISKS THAT ARE SPECIFIC TO INSURANCE COMPANIES IS THE RISK THAT AIC MAY NOT BE ABLE TO ADEQUATELY FINANCE CLAIMS. TO THE EXTENT WE PURCHASE INSURANCE FROM AIC IN THE FUTURE AND AIC IS UNABLE TO FINANCE CLAIMS, WE COULD BE UNDERINSURED AND FACE INCREASED COSTS FOR CLAIMS THAT MIGHT OTHERWISE HAVE BEEN FUNDED IF INSURANCE WAS PROCURED WITH OTHER MORE ESTABLISHED INSURERS. ACCORDINGLY, OUR EXPECTED FINANCIAL BENEFITS FROM OUR INITIAL OR FUTURE INVESTMENTS IN AIC MAY BE DELAYED OR MAY NOT OCCUR AND AIC MAY REQUIRE MORE FUNDS THAN WE EXPECT; AND
•: OTHER RISKS MAY ADVERSELY IMPACT US, AS DESCRIBED MORE FULLY IN THIS PROSPECTUS UNDER "RISK FACTORS."

THESE RESULTS COULD OCCUR DUE TO MANY DIFFERENT CIRCUMSTANCES, SOME OF WHICH ARE BEYOND OUR CONTROL, SUCH AS GOVERNMENT TENANTS' NEEDS FOR LEASED SPACE, OR CHANGES IN THE CAPITAL MARKETS OR THE ECONOMY GENERALLY.

YOU SHOULD NOT PLACE UNDUE RELIANCE UPON OUR FORWARD LOOKING STATEMENTS.

EXCEPT AS REQUIRED BY LAW, WE DO NOT UNDERTAKE ANY OBLIGATION TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

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USE OF PROCEEDS

We estimate that the net proceeds we will receive from this offering, after deducting underwriting discounts and commissions and other estimated offering expenses, will be approximately $144.5 million (or approximately $166.2 million if the underwriters fully exercise their over-allotment option), in each case at an assumed public offering price of $23.45 per Share, the closing price of our Shares on the NYSE on December 22, 2009. We expect to use the net proceeds of this offering to reduce amounts outstanding under our secured revolving credit facility and to fund our business activities, including some or all of the purchase price of our pending acquisition. Since the completion of our IPO in June 2009, we borrowed amounts under our secured revolving credit facility to pay for acquisitions, our investment in AIC, certain operating expenses, loan origination costs, IPO costs and for working capital purposes. As of December 22, 2009, the aggregate principal amount outstanding under our secured revolving credit facility was $130.4 million, and such loan carries a per annum interest rate, 5.00% on December 22, 2009, that is calculated at a floating rate based upon LIBOR, subject to a floor, or another specified index plus a spread or margin which will vary depending upon our leverage. Such loan is required to be repaid, together with accrued and unpaid interest thereon, in full by April 24, 2012, but we have a right to extend our secured revolving credit facility for an additional year to April 24, 2013, upon payment of a fee and satisfaction of certain other conditions.

Morgan Stanley Bank, N.A., an affiliate of Morgan Stanley & Co. Incorporated, is a lender under our secured revolving credit facility and will receive a pro rata portion of the net proceeds from this offering used to reduce the amount outstanding under our secured revolving credit facility.

Pending use of the net proceeds from this offering as described above, we may invest such proceeds in a variety of capital preservation investments, generally government securities and cash.

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SHARE PRICE RANGE AND DISTRIBUTIONS

Our Shares are traded on the NYSE under the trading symbol "GOV." On December 22, 2009, the last reported sale price of our Shares, as reported on the NYSE, was $23.45. The following table shows the high and low sales prices for our Shares for the period indicated, as reported on the NYSE, and the cash dividends declared on our Shares during such periods.

	Share Price				Cash Distributions Declared Per Share

	High		Low		Cash Distributions Declared Per Share
June 3, 2009 to June 30, 2009	$	20.53	$	17.76	$	—
July 1, 2009 to September 30, 2009		24.35		18.76		0.50	⁽¹⁾
October 1, 2009 to December 22, 2009		25.50		21.79		0.40	⁽²⁾

(1): Distribution includes $0.10 relating to our operations from our June 8, 2009 IPO through June 30, 2009, and $0.40 relating to the quarter ended September 30, 2009.
(2): This distribution relating to the quarter ending December 31, 2009 will be paid on or about January 29, 2010 to our shareholders of record on December 21, 2009. Persons who purchase Shares in this offering will not receive this distribution.

As of December 22, 2009, we had 21,481,350 Shares issued and outstanding. Our issued and outstanding Shares were held by approximately 160 shareholders, which include approximately 50 holders of record. The holders of record include Cede & Co., which holds Shares as nominee for The Depository Trust Company. We estimate that The Depository Trust Company itself holds Shares on behalf of approximately 115 beneficial owners of our Shares as of December 22, 2009.

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DISTRIBUTION POLICY

We intend to pay regular quarterly distributions to holders of our Shares. Our current quarterly distribution rate is $0.40 per Share ($1.60 on an annualized basis). However, the timing and amount of any distributions will be at the discretion of our Board of Trustees and will depend upon various factors that our Board of Trustees deems relevant, including our results of operations, our financial condition, our capital requirements, our FFO, our cash available for distribution, restrictive covenants in our financial or other contractual arrangements (including our secured revolving credit facility), economic conditions and restrictions under Maryland law. In October 2009, we declared a common share distribution of $0.50 per Share. This distribution consisted of a regular quarterly distribution of $0.40 per Share with respect to the quarter ended September 30, 2009, plus an additional $0.10 per Share reflecting the first 22 days after the completion of our IPO during the prior quarter. In December 2009, we declared a regular quarterly common share distribution of $0.40 per Share with respect to the quarter ended December 31, 2009. This distribution will be paid on or about January 29, 2010 to our shareholders of record on December 21, 2009. Persons who purchase Shares in this offering will not receive this distribution. Subject to the approval of our Board of Trustees, we expect to declare our next regular quarterly distribution shortly before or after March 31, 2010. Shareholders who purchase Shares in this offering and who continue to own those Shares through the record date for any such distribution will receive that distribution.

U.S. federal income tax law requires that a REIT distribute annually at least 90% of its REIT taxable income, excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its net taxable income including net capital gains. For more information, see "Federal Income Tax Considerations." We anticipate that our cash available for distribution will exceed the annual distribution requirements applicable to REITs. However, under some circumstances, we may be required to pay distributions in excess of cash available for distribution in order to meet these distribution requirements and we may need to borrow funds to make those distributions.

We cannot assure you that our current distribution rate will be paid or sustained. Any distributions we pay in the future, as well as their timing and frequency, will depend upon our actual results of operations, economic conditions and other factors that could differ materially from our current expectations. Our actual results of operations will be affected by a number of factors, including the rental income we receive from our properties, our operating expenses, interest expense, the ability of our tenants to meet their obligations and unanticipated expenditures. For more information regarding risk factors that could materially adversely affect our actual results of operations, see "Risk Factors." If our properties do not generate sufficient cash flow to allow cash to be distributed by us, we may be required to fund distributions from working capital or borrowings under our secured revolving credit facility, reduce such distributions or issue Shares. Our payment of distributions is subject to compliance with restrictions contained in our secured revolving credit facility.

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CAPITALIZATION

The following table sets forth (1) our actual cash and cash equivalents and capitalization at September 30, 2009 and (2) our cash and cash equivalents and capitalization on a pro forma basis adjusted to reflect (a) our recent acquisitions closed since September 30, 2009 and the closing of our pending acquisition, (b) the effects of the sale of our Shares by us in this offering at $23.45 per Share for net proceeds of approximately $144.5 million (or approximately $166.2 million if the underwriters fully exercise their over-allotment option), after deducting underwriting discounts and commissions and other estimated offering expenses, and (c) the application of the net proceeds as described in "Use of Proceeds." You should read this table together with "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and related notes included elsewhere in this prospectus. Information is presented assuming no exercise and full exercise of the underwriters' over-allotment option.

			Historical September 30, 2009		Pro forma		Pro forma assuming exercise of over-allotment option

					(unaudited)		(unaudited)
			(in thousands)
Cash			$	2,294	$	—	$	13,014

Debt
	Secured revolving credit facility		$	65,375	$	8,764	$	—
	Mortgage Debt			—		24,800		24,800

		Total debt		65,375		33,564		24,800

Shareholders' equity:
	Common shares of beneficial interest, par value $0.01 per Share; 50,000,000 Shares authorized ⁽¹⁾ ; 21,481,350 Shares issued and outstanding, 27,981,350 Shares issued and outstanding pro forma and 28,956,350 Shares issued and outstanding pro forma assuming exercise in full of over-allotment option			215		280		290
	Additional paid in capital			357,628		502,023		523,791
	Cumulative Net Income			8,129		8,129		8,129

		Total shareholders' equity		365,972		510,432		532,210

		Total capitalization	$	431,347	$	543,996	$	557,010

(1): On December 30, 2009, we filed Articles of Amendment to our Declaration of Trust increasing our authorized Shares from 25,000,000 to 50,000,000.

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SELECTED FINANCIAL AND PRO FORMA FINANCIAL INFORMATION

You should read the following selected financial and pro forma financial information in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," the audited Combined Financial Statements of Certain Government Properties (wholly owned by HRPT Properties Trust) and notes thereto, the unaudited Condensed Consolidated Financial Statements of Government Properties Income Trust and notes thereto and the unaudited Pro Forma Financial Statements of Government Properties Income Trust and notes thereto, all included elsewhere in this prospectus. The selected historical consolidated financial information for the nine months ended September 30, 2008 and 2009 and the selected historical balance sheet information as of September 30, 2009 have been derived from our unaudited condensed consolidated financial statements, appearing elsewhere in this prospectus. The selected historical consolidated financial information for the years ended December 31, 2006, 2007 and 2008 and the selected historical consolidated balance sheet information as of December 31, 2007 and 2008 have been derived from the audited combined financial statements of Certain Government Properties (wholly owned by HRPT Properties Trust), appearing elsewhere in this prospectus. The selected historical consolidated financial information for the years ended December 31, 2004 and 2005 and the selected historical consolidated balance sheet information as of December 31, 2004, 2005 and 2006 are derived from unaudited historical financial statements of Certain Government Properties (wholly owned by HRPT Properties Trust), not included in this prospectus. The selected pro forma consolidated financial information for the year ended December 31, 2008 and the nine months ended September 30, 2009 and the selected pro forma consolidated balance sheet information as of September 30, 2009 have been derived from our unaudited pro forma financial statements, appearing elsewhere in this prospectus. The selected financial and pro forma financial information in this section is not intended to replace these audited and unaudited financial statements. In addition, the pro forma balance sheet and income statement data below have been adjusted for our recent acquisitions completed since September 30, 2009, our pending acquisition, this offering and the use of the estimated net proceeds from this offering as described under "Use of Proceeds," and the income statement data has also been adjusted to reflect our formation transactions, our IPO and the application of the net proceeds therefrom and our Nashua, NH acquisition in August 2009. The selected financial and pro forma financial information below and the financial statements included in this prospectus do not necessarily reflect what our results of operations, financial position and cash flows would have been if we had operated as a stand-alone company during all periods presented, and, accordingly, these historical and pro forma results should not be relied upon as an indicator of our future performance.

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			Year ended December 31,																		Nine months ended September 30,

			2004			2005			2006			2007			2008			2008 Pro forma			2008			2009			2009 Pro forma
			(unaudited)			(unaudited)												(unaudited)			(unaudited)			(unaudited)			(unaudited)
			(amounts in thousands)
Operating information
Rental income			$	63,271		$	69,912		$	70,861		$	73,050		$	75,425		$	91,107		$	55,957		$	58,304		$	69,909

Expenses:
	Real estate taxes			5,619			6,786			7,106			7,247			7,960			9,562			5,951			6,250			7,430
	Utility expenses			3,895			4,714			5,341			5,555			6,229			7,163			4,696			4,843			5,499
	Other operating expenses			9,763			10,679			11,451			11,140			12,159			14,613			8,768			8,600			10,463
	Depreciation and amortization			11,945			12,527			13,205			13,832			14,182			18,209			10,570			11,189			14,167
	Acquisition costs			—			—			—			—			—			1,232			—			207			1,232
	General and administrative			2,633			2,891			2,774			2,906			2,984			3,915			2,238			2,859			3,545

		Total expenses		33,855			37,597			39,877			40,680			43,514			54,694			32,223			33,948			42,336
Operating income				29,416			32,315			30,984			32,370			31,911			36,413			23,734			24,356			27,573
Interest income				22			54			84			88			37			37			31			45			45
Interest expense				(1,235	)		(1,096	)		(558	)		(359	)		(141	)		(4,245	)		(127	)		(3,832	)		(3,498	)

	Net income		$	28,203		$	31,273		$	30,510		$	32,099		$	31,807		$	32,205		$	23,638		$	20,569		$	24,120

											As of September 30,

	As of December 31,										As of September 30,
	As of December 31,												2009 Pro forma
	2004		2005		2006		2007		2008		2009		2009 Pro forma
	(unaudited)		(unaudited)		(unaudited)						(unaudited)		(unaudited)
	(amounts in thousands)
Balance sheet information
Total real estate investments (before depreciation)	$	470,387	$	474,361	$	486,212	$	488,077	$	490,475	$	508,331	$	612,661
Total assets (after depreciation)		448,858		441,284		440,521		431,010		419,774		438,867		553,241
Total debt		19,973		9,717		6,755		3,592		134		65,375		33,564

	Year ended December 31,												Nine months ended September 30,

	2006			2007			2008			2008 Pro forma			2008			2009			2009 Pro forma
	(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
	(amounts in thousands, except property data)
Other information
Shares outstanding at end of period		—			—			—			27,981			—			21,481			27,981
Number of properties at end of period		29			29			29			34			29			30			34
Percent leased at end of period		99.1	%		99.2	%		99.3	%		99.3	%		99.6	%		99.6	%		99.6	%
FFO ⁽¹⁾	$	43,715		$	45,931		$	45,989		$	51,646		$	34,208		$	31,965		$	39,519

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	Year ended December 31,									Nine months ended September 30,

	2006			2007			2008			2008			2009
										(unaudited)			(unaudited)
	(amounts in thousands)
Cash Flows
Provided by operating activities	$	43,191		$	40,521		$	44,944		$	34,813		$	27,271
Used in investing activities		(12,119	)		(2,184	)		(2,554	)		(1,669	)		(23,308	)
Used in financing activities		(31,015	)		(38,340	)		(42,359	)		(32,936	)		(1,766	)

(1): We compute FFO as shown below. Our calculation of FFO differs from the NAREIT definition because we exclude acquisition costs. We consider FFO to be an appropriate measure of performance for a REIT, along with net income and cash flow from operating, investing and financing activities. We believe that FFO provides useful information to investors because by excluding the effects of certain historical amounts, such as depreciation expense, FFO can facilitate a comparison of operating performances among REITs. FFO does not represent cash generated by operating activities in accordance with GAAP, and should not be considered an alternative to net income or cash flow from operating activities as a measure of financial performance or liquidity. FFO is one important factor considered by our Board of Trustees in determining the amount of distributions to shareholders. Other important factors include, but are not limited to, requirements to maintain our status as a REIT, limitations in our secured revolving credit facility, the availability of debt and equity capital to us and our expectations of future capital requirements and operating performance. The following table is a reconciliation of our net income to FFO:

	Year ended December 31,								Nine months ended September 30,

	2006		2007		2008		2008 Pro forma		2008		2009		2009 Pro forma
	(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)
	(amounts in thousands)
Net income	$	30,510	$	32,099	$	31,807	$	32,205	$	23,638	$	20,569	$	24,120
Depreciation and amortization		13,205		13,832		14,182		18,209		10,570		11,189		14,167
Acquisition costs		—		—		—		1,232		—		207		1,232

FFO	$	43,715	$	45,931	$	45,989	$	51,646	$	34,208	$	31,965	$	39,519

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read together with the financial statements and related notes that are included elsewhere in this prospectus. This discussion may contain forward looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward looking statements as a result of various factors, including those set forth under "Risk Factors" or elsewhere in this prospectus. For more information, see "Risk Factors" and "Warning Concerning Forward Looking Statements."

The audited Combined Financial Statements of Certain Government Properties (wholly owned by HRPT) and the unaudited Condensed Consolidated Financial Statements of Government Properties Income Trust included in this prospectus include the accounts of 29 properties (and certain related assets and liabilities) owned by HRP prior to April 24, 2009 as if they were owned by an entity separate from HRP. In this section, unless the context otherwise requires, references to "we," "us" and "our" include these accounts.

Overview

As of September 30, 2009, we owned 30 properties, located in 15 states and the District of Columbia, containing approximately 3.6 million rentable square feet, of which approximately 97.1% is leased to the U.S. Government and four State governments.

Property Operations. As of September 30, 2009, 99.6% of the total rentable square feet of our properties was leased.

Leasing conditions in most U.S. markets are weak. However, the historical experience of RMR has been that tenants that are governmental agencies frequently renew leases to avoid the costs and disruptions that may result from relocating government operations. We believe that the expected increase in government regulation resulting from the recent economic recession will increase the U.S. Government's demand for leased office space. Similarly, we believe that budgetary pressures may cause an increased demand for leased space, as opposed to government owned space, among government tenants generally. For these and other reasons we believe that occupancy at our government leased properties may outperform national market averages. However, there are too many variables for us to reasonably project what the financial impact of market conditions will be on our results for future periods.

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Lease renewals and rental rates at which available space may be relet in the future will depend, in part, on prevailing market conditions at that time. Lease expirations at our properties by year, as of September 30, are as follows (square feet and dollars in thousands):

Year ⁽¹⁾						Rental Income Expiring ⁽³⁾

2009	—	—	%	—	%	$	—	—	%	—	%
2010	69	1.9	%	1.9	%		1,395	1.8	%	1.8	%
2011	598	16.6	%	18.5	%		11,160	14.5	%	16.3	%
2012	729	20.2	%	38.7	%		23,513	30.5	%	46.8	%
2013	969	26.8	%	65.5	%		15,760	20.4	%	67.2	%
2014	261	7.1	%	72.6	%		5,468	7.1	%	74.3	%
2015	457	12.8	%	85.4	%		8,352	10.8	%	85.1	%
2016	196	5.4	%	90.8	%		4,312	5.6	%	90.7	%
2017	138	3.8	%	94.6	%		2,101	2.7	%	93.4	%
2018 and thereafter	194	5.4	%	100.0	%		5,096	6.6	%	100.0	%

Total	3,611	100.0	%			$	77,157	100.0	%

Weighted average remaining lease term (in years)	4.2						4.2

(1): The year of lease expiration is pursuant to current contract terms. Some government tenants have the right to vacate their space before the stated expirations of their leases. Tenants occupying approximately 14.8% of our rentable square feet and responsible for approximately 12.2% of our rental income as of September 30, 2009 have currently exercisable rights to terminate their leases before the stated term of their lease expires. In 2010, 2011 and 2012, early termination rights become exercisable by other tenants who currently occupy an additional approximately 7.1%, 2.7% and 1.2% of our rentable square feet, respectively, and contribute an additional approximately 6.1%, 4.6% and 1.3% of our rental income as of September 30, 2009, respectively. Two of our state government tenants have the currently exercisable right to terminate their leases if these states do not appropriate rent in their respective annual budgets. These two tenants occupy approximately 3.7% of our rentable square feet and contribute approximately 2.7% of our rental income as of September 30, 2009. No termination rights have been exercised by our tenants during the past three years.
(2): Occupied square feet is pursuant to signed leases as of September 30, 2009, and includes (a) space being fitted out for occupancy and (b) space, if any, which is leased but is not occupied.
(3): Rental income is the annualized rents from our tenants pursuant to signed leases as of September 30, 2009, plus estimated expense reimbursements; and excludes lease value amortization.

Investment Activities. In August 2009, we purchased one industrial property for $18.2 million, excluding closing costs. We funded this transaction with cash on hand and by borrowing under our secured revolving credit facility. At the time of acquisition, this property was 100% leased.

Financing Activities. In April 2009, we entered a $250 million secured revolving credit facility with Bank of America, N.A. and a syndicate of other lenders. This facility is secured by all of our properties owned at that time and is available for acquisitions, working capital and general business purposes. Amounts outstanding under this facility bear interest at a floating rate based upon LIBOR (5.00% as of December 22, 2009), subject to a floor, or another specified index, plus a spread or margin which will vary depending upon our leverage. This facility matures on April 24, 2012, but we have the right to extend the

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facility for an additional year to April 24, 2013, upon payment of a fee and satisfaction of certain other conditions required under the agreement.

The full amount of our $250 million secured revolving credit facility was borrowed when this facility was entered in April 2009 and that amount was distributed to HRP. In June 2009, we completed our IPO, including the full exercise of the underwriters' over-allotment option, raising net proceeds of $215.6 million. We used the IPO net proceeds of $215.6 million to reduce amounts outstanding under our secured revolving credit facility. We subsequently borrowed approximately $31.0 million to pay for acquisitions, certain operating expenses, loan origination costs, IPO costs and for working capital purposes. As of September 30, 2009, the aggregate principal amount outstanding under our secured revolving credit facility was $65.4 million and $184.6 million was available to us for future borrowings.

Results of Operations

Three Months Ended September 30, 2009, Compared to Three Months Ended September 30, 2008.

				Three Months Ended September 30,

				2009			2008			$ Change			% Change
				(in thousands, except per share data)
Rental income				$	19,656		$	18,438		$	1,218			6.6	%

Expenses:
	Real estate taxes				2,031			2,011			20			1.0	%
	Utility expenses				1,799			1,787			12			0.7	%
	Other operating expenses				2,889			3,096			(207	)		(6.7	)%
	Depreciation and amortization				3,828			3,552			276			7.8	%
	Acquisition costs				207			—			207			100.0	%
	General and administrative				1,246			746			500			67.0	%

		Total expenses			12,000			11,192			808			7.2	%

Operating income					7,656			7,246			410			5.7	%
Interest income					1			6			(5	)		(83.3	)%
Interest expense (including amortization of deferred financing fees of $562 and $—, respectively)					(1,472	)		(25	)		(1,447	)		5788.0	%

Net income				$	6,185		$	7,227		$	(1,042	)		(14.4	)%

Weighted average common shares outstanding					21,455			—			21,455			—	%

Earnings per common share:
			Net income	$	0.29		$	N/A		$	N/A			N/A	%

Rental income. The increase in rental income primarily reflects the effects of a property acquisition in August 2009 as well as rent increases from new leases and leases renewed during 2008 at our properties, net of one lease renewed at a rate lower than its historical rate. The increase also includes contractual expense reimbursements based upon changes in the consumer price index and changes in real estate tax expense. Rental income includes non cash straight line rent of approximately ($172,000) and ($128,000) for the three months ended September 30, 2009 and 2008, respectively. Rental income also includes non cash above and below market lease amortization of approximately $70,000 and $85,000 for the three months ended September 30, 2009 and 2008, respectively.

Real estate taxes. The increase in real estate taxes reflects increases in both assessed values for some of our properties and increased tax rates.

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Utility expenses. The increase in utility expenses reflects utility rate increases at some of our properties.

Other operating expenses. The decrease in other operating expenses primarily reflects the decrease in repairs and maintenance expense in the three months ended September 30, 2009 as compared to the same period in 2008.

Depreciation and amortization. The increase in depreciation and amortization reflects improvements made to some of our properties during 2008, depreciation related to the acquisition in August 2009 and the amortization of leasing costs incurred during 2008.

Acquisition costs. The increase in acquisition costs reflects the costs associated with our acquisition in August 2009 as compared to no acquisitions during the same period in 2008. For periods after December 31, 2008, we will expense all the costs associated with acquiring properties. Previously, these costs were capitalized into the cost of acquiring properties.

General and administrative. The increase in general and administrative expenses primarily reflects the increased costs for legal, accounting, trustees fees and internal audit expenses as a result of our becoming a public company, separate from HRP, including Share grant awards. General and administrative expenses include expenses related to the Plan of approximately $267,000 and $0 for the three months ended September 30, 2009 and 2008, respectively.

Interest income. The decrease in interest income is the result of our having a lower average amount of investable cash during the three months ended September 30, 2009.

Interest expense. The increase in interest expense reflects our borrowing under our secured revolving credit facility. Interest expense for 2009 also includes the amortization of deferred financing fees we incurred in connection with entering our secured revolving credit facility in 2009.

Net income. Our net income for the three months ended September 30, 2009 decreased as compared to the three months ended September 30, 2008 as a result of the changes noted above.

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Nine Months Ended September 30, 2009, Compared to Nine Months Ended September 30, 2008.

				Nine Months Ended September 30,

				2009			2008			$ Change			% Change
				(in thousands, except per share data)
Rental income				$	58,304		$	55,957		$	2,347			4.2	%

Expenses:
	Real estate taxes				6,250			5,951			299			5.0	%
	Utility expenses				4,843			4,696			147			3.1	%
	Other operating expenses				8,600			8,768			(168	)		(1.9	)%
	Depreciation and amortization				11,189			10,570			619			5.9	%
	Acquisition costs				207			—			207			100.0	%
	General and administrative				2,859			2,238			621			27.8	%

		Total expenses			33,948			32,223			1,725			5.4	%

Operating income					24,356			23,734			622			2.6	%
Interest income					45			31			14			45.2	%
Interest expense (including amortization of deferred financing fees of $989 and $—, respectively)					(3,832	)		(127	)		(3,705	)		(2,917	)%

Net income				$	20,569		$	23,638		$	(3,069	)		(13.0	)%
Weighted average common shares outstanding					12,852			—			12,852			—	%

Earnings per common share:
			Net income	$	1.60			N/A		$	N/A			N/A	%

Rental income. The increase in rental income reflects rent increases from new leases and leases renewed during 2008 at our properties, net of a reduction in rental income from the renewal of one lease at a rate lower than the historical rate. The increase also includes contractual expense reimbursements based upon changes in the consumer price index and increases in real estate tax expense. Rental income includes non cash straight line rent of approximately ($397,000) and ($157,000) for the nine months ended September 30, 2009 and 2008, respectively. Rental income also includes non cash above and below market lease amortization of approximately $240,000 and $267,000 for the nine months ended September 30, 2009 and 2008, respectively.

Real estate taxes. The increase in real estate taxes reflects increases in both assessed values for some of our properties and increased tax rates.

Utility expenses. The increase in utility expenses reflects utility rate increases at some of our properties.

Other operating expenses. The decrease in other operating expenses primarily reflects the decrease in repairs and maintenance expense in the nine months ended September 30, 2009 as compared to the same period in 2008.

Depreciation and amortization. The increase in depreciation and amortization reflects improvements made to some of our properties during 2008 and depreciation related to our August 2009 acquisition.

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General and administrative. The increase in general and administrative expenses primarily reflects the increased costs for legal, accounting and trustees fees, internal audit expenses as a result of our becoming a public company separate from HRP, including Share grant awards. General and administrative expenses include expenses related to the Plan of approximately $267,000 and $0 for the nine months ended September 30, 2009 and 2008, respectively.

Interest income. The increase in interest income is the result of our having a larger amount of investable cash during the 2009 period than in the 2008 period.

Interest expense. The increase in interest expense reflects our borrowing $250 million under our secured revolving credit facility from April 24, 2009 until June 8, 2009, and lesser borrowings thereafter. Interest expense for 2009 also includes the amortization of deferred financing fees we incurred in connection with entering our secured revolving credit facility in 2009.

Net income. Our net income for the nine months ended September 30, 2009 decreased as compared to the nine months ended September 30, 2008 as a result of the changes noted above.

Year Ended December 31, 2008, Compared to Year Ended December 31, 2007.

			Year Ended December 31,

			2008			2007			$ Change			% Change
			($ in thousands)
Rental income			$	75,425		$	73,050		$	2,375			3.3	%

Expenses:
	Real estate taxes			7,960			7,247			713			9.8	%
	Utility expenses			6,229			5,555			674			12.1	%
	Other operating expenses			12,159			11,140			1,019			9.1	%
	Depreciation and amortization			14,182			13,832			350			2.5	%
	General and administrative			2,984			2,906			78			2.7	%

		Total expenses		43,514			40,680			2,834			7.0	%

Operating income				31,911			32,370			(459	)		(1.4	)%
Interest income				37			88			(51	)		(58.0	)%
Interest expense				(141	)		(359	)		218			60.7	%

Net income			$	31,807		$	32,099		$	(292	)		(0.9	)%

Rental income. The increase in rental income reflects rent increases from new leases and leases renewed during 2008 and 2007 at our properties. The increase also includes contractual rent adjustments based on changes in the consumer price index and recovery of increases in real estate taxes.

Real estate taxes. The increase in real estate taxes primarily reflects increases in the assessed values of some of our properties.

Utility expenses. The increase in utility expenses primarily reflects utility rate increases.

Other operating expenses. The increase in other operating expenses reflects the increase in property repairs and maintenance expenses in 2008 compared to 2007.

Depreciation and amortization. The increase in depreciation and amortization reflects improvements made to some of our properties during 2008 and 2007.

General and administrative. The increase in general and administrative expenses reflects the increase in HRP's general and administrative expenses allocated to our properties.

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Interest income. The decrease in interest income reflects a lower balance in escrow accounts relating to mortgage notes that were paid off in 2007 and 2008.

Interest expense. The decrease in interest expense reflects the decrease in average debt outstanding at our properties, including the repayment of $1.9 million of mortgage indebtedness at maturity that was secured by one of our properties.

Year Ended December 31, 2007, Compared to Year Ended December 31, 2006.

			Year Ended December 31,

			2007			2006			$ Change			% Change
			($ in thousands)
Rental income			$	73,050		$	70,861		$	2,189			3.1	%

Expenses:
	Real estate taxes			7,247			7,106			141			2.0	%
	Utility expenses			5,555			5,341			214			4.0	%
	Other operating expenses			11,140			11,451			(311	)		(2.7	)%
	Depreciation and amortization			13,832			13,205			627			4.7	%
	General and administrative			2,906			2,774			132			4.8	%

		Total expenses		40,680			39,877			803			2.0	%

Operating income				32,370			30,984			1,386			4.5	%
Interest income				88			84			4			4.7	%
Interest expense				(359	)		(558	)		199			(35.7	)%

Net income			$	32,099		$	30,510		$	1,589			5.2	%

Rental income. The increase in rental income reflects one property acquired in May 2006. The increase also includes contractual rent adjustments based on changes in the consumer price index and recovery of increases in real estate taxes.

Real estate taxes. The increase in real estate taxes primarily reflects increases in the assessed values of some of our properties.

Utility expenses. The increase in utility expenses primarily reflects utility rate increases.

Other operating expenses. The decrease in other operating expenses primarily reflects the decrease in property repairs and maintenance expenses in 2007 compared to 2006.

Depreciation and amortization. The increase in depreciation and amortization reflects acquisitions and improvements made to some of our properties during 2007 and 2006.

General and administrative. The increase in general and administrative expense reflects the increase in HRP's general and administrative expenses allocated to our properties.

Interest income. The increase in interest income reflects modest increases in the interest rate earned on restricted cash investments.

Interest expense. The decrease in interest expense reflects the decrease in average debt outstanding at our properties.

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Liquidity and Capital Resources

Our Operating Liquidity and Resources. Our principal source of funds to meet operating expenses and pay distributions on our Shares is rental income from our properties. This flow of funds has historically been sufficient to pay operating expenses, debt service relating to our properties and distributions; however, before June 2009, we did not have the expense of operating as a separate public company. We believe that our operating cash flow will be sufficient to pay our operating expenses, debt service and distributions on our Shares for the foreseeable future. Our future cash flows from operating activities will depend primarily upon our ability to:

•: maintain or increase the occupancy of, and the current rent rates at, our properties;
•: control operating cost increases at our properties; and
•: purchase additional properties which produce positive cash flows from operations.

We believe that leasing market conditions in many U.S. markets will continue to be weak for the next two to three years. However, the historical experience of RMR has been that tenants that are governmental agencies frequently renew leases to avoid the costs and disruptions that may result from relocating government operations. We believe that the expected increase in government regulation resulting from the recent economic recession will increase the U.S. Government's demand for leased office space. Similarly, we believe that budgetary pressures may cause an increased demand for leased space, as opposed to government owned space, among government tenants generally. For these and other reasons we believe that occupancy at our government leased properties may outperform national market averages. However, there are too many variables for us to reasonably project what the impact of market conditions will be on our results for future periods.

We generally do not intend to purchase "turn around" properties, or properties which do not generate positive cash flows. Our future purchases of properties which generate positive cash flow cannot be accurately projected because such purchases depend upon available opportunities which come to our attention.

Cash flows provided by (used for) our operating, investing and financing activities were $27.3 million, ($23.3) million and ($1.8) million, respectively, for the nine month period ended September 30, 2009, and $34.8 million, ($1.7) million and ($32.9) million, respectively, for the nine month period ended September 30, 2008. Changes in our operating and financing cash flows between 2009 and 2008 are primarily related to our property operations, our net borrowings, our distributions to HRP prior to completion of our IPO, our IPO and our use of net proceeds from our IPO. The 2009 change in investing cash flow was primarily the result of our acquisition in August 2009. The remainder of the cash flow changes in 2009 and the changes in 2008 were related to building and tenant improvements.

Cash flows provided by (used for) our properties for operating, investing and financing activities were $44.9 million, ($2.6) million and ($42.4) million, respectively, for the year ended December 31, 2008, and $40.5 million, ($2.2) million and ($38.3) million, respectively, for the year ended December 31, 2007. Changes in all three categories between 2008 and 2007 are primarily related to property operations, repayments of debt obligations, and distributions to HRP.

Our Investment and Financing Liquidity and Resources. In order to fund acquisitions and to accommodate cash needs that may result from timing differences between our receipt of rents and our desire or need to make distributions or pay operating or capital expenses, we have a $250 million secured revolving credit facility with a syndicate of financial institutions. At September 30, 2009, $65.4 million was outstanding and $184.6 million was available for borrowings under our secured revolving credit facility, and we had cash and cash equivalents of $2.3 million. We expect to use cash balances, borrowings under our secured revolving credit facility and net proceeds from offerings of equity or debt securities, including this

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offering, to fund our future operations, distributions to our shareholders and any future property acquisitions.

The following is a summary description of certain material terms of our $250 million secured revolving credit facility. Because it is a summary, the following does not include all of the terms which may be important to you. For more information concerning our secured revolving credit facility, see the senior secured credit agreement, which is filed as an exhibit to the registration statement of which this prospectus is a part.

•: Amount Available: Up to $250 million; under certain circumstances, including available collateral and lenders, this amount may be increased to $500 million. As of September 30, 2009, we had $65.4 million drawn and $184.6 million available to be drawn under our secured revolving credit facility.
•: Maturity: April 24, 2012; provided that if we are not in default and satisfy certain other conditions, including payment of an extension fee, we have the option to extend the maturity by one year to April 24, 2013.
•: Interest: Interest is calculated at a floating rate based upon LIBOR, subject to a floor, or another specified index plus a spread or margin which will vary depending upon our leverage. We will also pay a fee based on the unused portion of our secured revolving credit facility. The weighted average annual interest rate for this facility was 5.39% for the period from April 24, 2009 to September 30, 2009.
•: Amortization: No principal amortization or prepayment is required other than if the amounts outstanding exceed the amount we could then borrow; amounts borrowed may be prepaid and re-borrowed until maturity when the entire principal and any accrued and unpaid interest is due.
•: Collateral: First mortgages on all the properties we owned on April 24, 2009 have been granted to Bank of America, N.A. as agent for the lenders. We have the option to remove properties from the collateral pool and to add different properties which meet pre-established criteria and are acceptable to Bank of America, N.A. as agent for the lenders. We may be required to add or substitute different properties to the collateral pool to support our borrowing levels. We have also pledged the equity of our subsidiary which holds title to the mortgaged properties, and our subsidiary granted a security interest in its other assets to Bank of America, N.A. as agent for the lenders.
•: Conditions to Borrowing: Our ability to borrow under our secured revolving credit facility is conditional upon our compliance with various covenants and conditions, typical of loans secured by real estate collateral. For example, amounts outstanding under our secured revolving credit facility must be no greater than the lesser of a mortgageability amount, determined with reference to our net rental income from, or 55% of the appraised value of, the collateral properties, as determined under the credit agreement.
•: Financial Covenants: Our secured revolving credit facility is our full recourse obligation and it includes various financial covenants which apply to us and not only to the collateral properties. For example, we must maintain a minimum fixed charge coverage ratio of not less than 1.65 to 1 and not permit consolidated debt to total asset value to exceed 60%. Also, we are generally prohibited from paying distributions to our shareholders which exceed 95% of our Funds From Operations, as defined in the credit agreement, other than certain distributions in connection with our qualification as a REIT.
•: Other Terms, Conditions and Fees: Our secured revolving credit facility includes various other terms, conditions and fees.

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•: Change in Control and Termination of Management Agreements with RMR: Our secured revolving credit facility provides that a change in control of us or a termination of our management agreements with RMR may cause the amounts outstanding under our secured revolving credit facility to become immediately due and payable.

When significant amounts are outstanding under our secured revolving credit facility or the maturity date of our secured revolving credit facility approaches, we intend to explore alternatives for repaying or refinancing such amounts. Such alternatives may include incurring term debt, issuing new equity securities, such as contemplated by this offering, and extending the maturity date of our secured revolving credit facility. Although there has been a significant recent reduction in the amount of capital available for real estate business on a global basis and we can provide no assurance that we will be successful in consummating any particular type of financing, we believe that we will have access to financing, such as debt and equity offerings, including this offering, to fund any future acquisitions, capital expenditures and to pay our obligations.

The completion and the costs of any future financings will depend primarily upon market conditions. In particular, the feasibility and cost of any future debt financings will depend primarily on credit markets and our then current creditworthiness. We have no control over market conditions. Potential lenders in future debt transactions will evaluate our ability to fund required debt service and repay balances when they become due by reviewing our business practices and plans and our ability to maintain our earnings, to ladder our debt maturities and to balance our use of debt and equity capital so that our financial performance and leverage ratios afford us flexibility to withstand any reasonably anticipated adverse changes. We intend to conduct our business activities in a manner which will continue to afford us reasonable access to capital for investment and financing activities. However, you should be aware that our Board of Trustees may change our financing policies at any time without a vote of our shareholders.

During the nine months ended September 30, 2009 and 2008, cash expenditures made and capitalized at our properties for tenant improvements, leasing costs, building improvements and development and redevelopment activities were as follows (amounts in thousands):

	Nine Months Ended September 30,

	2009		2008
Tenant improvements	$	1,021	$	768
Leasing costs		1		316
Building improvements ⁽¹⁾		310		30
Development and redevelopment activities ⁽²⁾		—		623

(1): Building improvements generally include construction costs, expenditures to replace obsolete building components and expenditures that extend the useful life of existing assets.
(2): Development, redevelopment and other activities generally include non-recurring expenditures that we believe increase the value of our properties.

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Commitments made at our properties (which we are obligated to fund) for expenditures in connection with leasing space during the nine months ended September 30, 2009, are as follows:

	New		Renewals		Total

Square feet leased during the period		10,080		40,806		50,886
Total commitments for tenant improvements and leasing costs	$	1,512	$	7,750	$	9,262
Leasing costs per square foot (whole dollars)	$	0.15	$	0.19	$	0.18
Average lease term (years)		6.3		4.8		5.0
Leasing costs per square foot per year (whole dollars)	$	0.02	$	0.04	$	0.04

In November 2008, a mortgage loan, secured by one of our properties, was repaid at maturity.

We repaid $134,000 of mortgage indebtedness secured by certain of our properties in January 2009. We have no commercial paper outstanding, nor have we entered into any swaps or hedges. We are not party to any joint ventures and do not have any off balance sheet arrangements.

Debt Covenants

Our principal debt obligation as of September 30, 2009 was our secured revolving credit facility. Our secured revolving credit facility agreement contains a number of covenants which restrict our ability to incur debts in excess of calculated amounts, restrict our ability to make distributions under certain circumstances and generally require us to maintain certain financial ratios. Our secured revolving credit facility provides for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default or upon a change of control. We believe we were in compliance with all of our covenants under our secured revolving credit facility agreement at September 30, 2009.

Related Person Transactions

Until the completion of our IPO, we were 100% owned by HRP and HRP allocated general and administrative expenses presented under "Results of Operations" above to our properties based on the historical cost of our properties as a percentage of HRP's historical cost of its real estate investments. Included in the allocation of general and administrative expenses are expenses related to HRP's agreements with RMR. RMR is beneficially owned by Barry Portnoy, one of our and HRP's Managing Trustees, and Adam Portnoy, our President and the other Managing Trustee of us and of HRP. We do not have any employees nor do we have administrative offices separate from RMR. Employees of RMR provide services for us that might otherwise be provided by our employees. Similarly, RMR provides office space to us and each of our executive officers is also an executive officer of RMR.

Upon completion of our IPO, we entered into two management agreements with RMR: a business management agreement and a property management agreement. Our business management agreement with RMR provides for (1) an annual base fee, payable monthly and reconciled annually, and (2) an annual incentive fee. The annual amount of the business management base fee is equal to the sum of (a) 0.5% of the historical cost to HRP of any properties transferred to us by HRP and (b) 0.7% of our cost of any properties we acquire up to and including $250 million, including our recent and pending acquisitions, plus 0.5% of our cost of any additional properties in excess of $250 million. The annual incentive fee will be calculated on the basis of any annual increases in the amount of FFO Per Share (as defined in our business management agreement with RMR). RMR is not eligible to receive an incentive fee for the year ending December 31, 2009. Beginning with the year ending December 31, 2010, the annual amount of any incentive fee that RMR will be entitled to receive will be equal to 15% of any increase in FFO Per Share for such year over FFO Per Share in the prior year, multiplied by the weighted average number of Shares outstanding during the year to which the fee applies calculated on a fully diluted basis; provided, however,

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the incentive fee for any year will not exceed $0.02 per Share multiplied by such weighted average number of Shares outstanding on a fully diluted basis. Upon termination of our business management agreement with RMR, RMR will be entitled to a pro rata portion of the incentive fee for the then current year. For purposes of calculating any incentive fee for the year ending December 31, 2010, our 2009 FFO Per Share will be calculated based on annualized figures for the period beginning on June 8, 2009, which was the day on which we completed our IPO, and ending on December 31, 2009. Any incentive fees earned by RMR will be paid in Shares.

Our property management agreement with RMR provides for (1) a management fee equal to 3% of the gross rents we collect from tenants, payable monthly in arrears, and (2) a construction supervision fee equal to 5% of any construction, renovation or repair activities at our properties during the term of our property management agreement with RMR, other than ordinary maintenance and repair done by maintenance staff, payable periodically as agreed by us and RMR.

The initial terms of our management agreements with RMR will expire on December 31, 2010. Renewals or extensions of our management agreements with RMR will be subject to the periodic approval of the Compensation Committee of our Board of Trustees, which is composed entirely of our Independent Trustees. Under our management agreements with RMR, RMR has agreed not to provide management services to any other business which is principally engaged in owning and leasing properties which are majority leased to government tenants, without the consent of a majority of our Independent Trustees.

On a pro forma basis, as if our recent and pending acquisitions were acquired on January 1, 2009, the annualized business management base fee payable by us to RMR would have been approximately $3.4 million and the annualized property management fee payable by us to RMR would have been approximately $2.7 million. The amount of fees payable by us to RMR will increase if we borrow additional funds and use such funds to acquire new properties or for construction.

Pursuant to the business management agreement between RMR and HRP, HRP's investment in us will not be counted for purposes of determining the fees payable by HRP to RMR for periods following the completion of our IPO and income, loss and FFO attributable to assets contributed to us or our subsidiaries by HRP or its subsidiaries prior to the completion of our IPO will not be included in determining any incentive fee payable by HRP for its 2009 fiscal year. The business management agreement also incorporates changes relating to the determination of business management base fees and incentive fees payable by HRP to RMR in light of recent accounting standard changes so that the fees continue to be calculated consistent with historical practices. The business management base fee and property management fee that we pay to RMR with respect to the properties contributed to us by HRP will not exceed the corresponding fees that HRP would have paid to RMR with respect to such properties had we remained wholly owned by HRP. Accordingly, RMR will not receive any increase in the business management base fee or the property management fee as a result of the transfer to us of properties by HRP. Additionally, the incentive fee that RMR will be eligible to receive from us for the year ending December 31, 2010 will be substantially similar in structure to the incentive fee that HRP currently pays to RMR, but with a maximum amount of $0.02 per Share. As a separate publicly traded company, we may be able to increase our investments in properties that are majority leased to government tenants more quickly than HRP might be able to increase such investment, and, as we increase our investments, RMR's fees will increase. HRP does not pay RMR, and we will not pay RMR, any acquisition, leasing, disposition or financing fees.

Under our management agreements with RMR, we acknowledge that RMR manages other businesses, including HRP, SNH and HPT, and will not be required to present us with opportunities to invest in properties that are primarily of a type that are within the investment focus of another business now or in the future managed by RMR. As a result, while we are managed by RMR, we will have limited ability to invest in properties other than properties that are majority leased to government tenants. Similarly, RMR will not present other businesses that it now or in the future manages with opportunities to

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invest in properties that are majority leased to government tenants unless our independent trustees have determined not to invest in the opportunity. For more information concerning our agreements with RMR, see "Manager" and copies of our management agreements with RMR, which are filed as exhibits to the registration statement of which this prospectus is part.

RMR and other companies to which RMR provides management services formed and licensed AIC in the State of Indiana. All of our trustees are currently serving on the board of directors of AIC. RMR, in addition to being a shareholder, entered into a management agreement with AIC, pursuant to which RMR provides AIC certain management and administrative services. In addition, AIC has entered into an investment advisory agreement with RMR Advisors, Inc., or RMR Advisors, pursuant to which RMR Advisors will act as AIC's investment advisor. The same persons who own and control RMR, including Barry Portnoy, our Managing Trustee, and Adam Portnoy, our President and Managing Trustee, own and control RMR Advisors. We have invested $5,109,213 to date in the insurance company, and we currently own and intend to continue to own approximately 14.3% of AIC. We may invest additional amounts in AIC in the future if the expansion of AIC requires additional capital, but we are not obligated to do so. Over time we expect to transfer some or all of our insurance business to AIC. By participating in AIC with RMR and the other companies to which RMR provides management services, we expect that we may benefit financially by possibly reducing insurance expenses and/or by having our pro rata share of any profits realized by AIC. For more information, see "Certain Relationships and Related Person Transactions."

Critical Accounting Policies

Our critical accounting policies are those that will have the most impact on the reporting of our financial condition and results of operations and those requiring significant judgments and estimates. We believe that our judgments and estimates will be consistently applied and produce financial information that fairly presents our results of operations. Our most critical accounting policies involve our investments in real property. These policies affect our:

•: allocation of purchase price between various asset categories and the related impact on the recognition of rental income and depreciation and amortization expense;
•: assessment of the carrying values and impairments of long lived assets; and
•: classification of leases.

The purchase prices for our properties were historically allocated to land, building and improvements, and each component generally has a different useful life. For properties acquired subsequent to June 1, 2001, the effective date of Accounting Standards Codification 805, "Business Combinations," the purchase prices were allocated among land, building and improvements and identified intangible assets and liabilities, consisting of the value of above market and below market leases, the value of in place leases and the value of tenant relationships. Purchase price allocations and the determination of useful lives are based on estimates and, under some circumstances, studies from independent real estate appraisal firms.

Purchase price allocations to land, building and improvements are based on a determination of the relative fair values of these assets assuming the property is vacant. We determine the fair value of a property using methods that we believe are similar to those used by independent appraisers. Purchase price allocations to above market and below market leases are based on the estimated present value (using an interest rate which reflects our assessment of the risks associated with the leases acquired) of the difference between (1) the contractual amounts to be paid pursuant to the in place leases and (2) our estimate of fair market lease rates for the corresponding leases, measured over a period equal to the remaining terms of the respective leases. Purchase price allocations to in place leases and tenant relationships are determined as the excess of (1) the purchase price paid for a property after adjusting existing in place leases to estimated market rental rates over (2) the estimated fair value of the property as

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if vacant. This aggregate value is allocated between in place lease values and tenant relationships based on our evaluation of the specific characteristics of each tenant's lease; however, the value of tenant relationships has not been separated from in place lease value for our properties because we believe such value and related amortization expense is immaterial for acquisitions reflected in the historical financial statements. Factors we consider in performing these analyses include estimates of carrying costs during the expected lease up periods, including real estate taxes, insurance and other operating income and expenses and costs to execute similar leases in current market conditions, such as leasing commissions, legal and other related costs. If we believe the value of tenant relationships are material in the future, those amounts will be separately allocated and amortized over the estimated lives of the relationships.

We compute depreciation expense using the straight line method over estimated useful lives of up to 40 years for buildings and improvements, and up to 12 years for personal property. The allocated cost of land is not depreciated. Capitalized above market lease values (included in acquired real estate leases in the combined balance sheet of certain properties wholly owned by HRP) are being amortized as a reduction to rental income over the remaining terms of the respective leases. Capitalized below market lease values (presented as acquired real estate lease obligations in the combined balance sheet of certain properties wholly owned by HRP) are being amortized as an increase to rental income over the remaining terms of the respective leases. The value of in place leases exclusive of the value of above market and below market in place leases is amortized to expense over the remaining periods of the respective leases. If a lease is terminated prior to its stated expiration, all unamortized amounts relating to that lease are written off. Purchase price allocations will require us to make certain assumptions and estimates. Incorrect assumptions and estimates may result in inaccurate depreciation and amortization charges over future periods.

We periodically evaluate our properties for impairment. Impairment indicators may include declining tenant occupancy, legislative changes, economic or market changes that could permanently reduce the value of a property or our decision to dispose of an asset before the end of its estimated useful life. If indicators of impairment are present, we evaluate the carrying value of the related property by comparing it to the expected future undiscounted cash flows to be generated from that property. If the sum of these expected future cash flows is less than the carrying value, we reduce the net carrying value of the property to its fair value. This analysis requires us to judge whether indicators of impairment exist and to estimate likely future cash flows. If we misjudge or estimate incorrectly or if future tenant operations, market or industry factors differ from our expectations we may record an impairment charge that is inappropriate or fail to record a charge when we should have done so, or the amount of any such charges may be inaccurate.

These policies involve significant judgments made based upon experience, including judgments about current valuations, ultimate realizable value, estimated useful lives, salvage or residual value, the ability and willingness of our tenants to perform their obligations to us, current and future economic conditions and competitive factors in the markets in which our properties are located. Competition, economic conditions and other factors may cause occupancy declines in the future. In the future, we may need to revise our carrying value assessments to incorporate information which is not now known, and such revisions could increase or decrease our depreciation expense related to properties we own, result in the classification of our leases as other than operating leases or decrease the carrying values of our assets.

Impact of Inflation

Inflation might have both positive and negative impacts upon us. Inflation might cause the value of our real estate to increase. Inflation might also cause our costs of equity and debt capital and operating costs to increase. An increase in our capital costs or in our operating costs will result in decreased earnings unless it is offset by increased revenues. Our government leases generally provide for annual rent increases based on a cost of living index which should offset any increased costs as a result of inflation.

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To mitigate the adverse impact of any increased cost of debt capital in the event of material inflation, we may enter into interest rate hedge arrangements in the future, but we have no present intention to do so. The decision to enter into these agreements will be based on the amount of our floating rate debt outstanding, our belief that material interest rate increases are likely to occur and upon requirements of our borrowing arrangements.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to risks associated with market changes in interest rates. We manage our exposure to this market risk by monitoring available financing alternatives. Other than as described below, we do not foresee any significant changes in our exposure to fluctuations in interest rates or in how we manage this exposure in the near future.

Repayments under our secured revolving credit facility may be made at any time without penalty. We borrow under this facility in U.S. dollars and borrowings bear interest at a floating rate based upon LIBOR, subject to a floor, or another specified index, plus a spread or margin, which will vary depending upon our debt leverage. Accordingly, we are exposed to changes in short term rates, specifically LIBOR, if the increase exceeds the LIBOR floor amount. A change in interest rates would not affect the value of our outstanding floating rate debt, but would affect our operating results.

On September 30, 2009, the one month LIBOR rate was 0.2456% per annum compared to our LIBOR floor amount of 2.00% per annum. As a result, the one month LIBOR rate would have to increase 1.7544%, or 714%, before a change in LIBOR would affect our operating results.

Assuming the LIBOR increases above our LIBOR floor amount, our exposure to fluctuations in interest rates will increase or decrease in the future with increases or decreases in the outstanding amount of our secured revolving credit facility and any other floating rate debt that we may incur.

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BUSINESS

Our Properties

As of September 30, 2009, we owned 30 properties where almost all of the rentable square feet is leased to government tenants: 26 of these properties, with approximately 3.4 million rentable square feet, are primarily leased to the U.S. Government and four of these properties, with approximately 262,000 rentable square feet, are leased to the State Governments. Since the completion of our IPO on June 8, 2009, we have acquired four properties and have entered into a binding purchase and sale agreement to acquire one additional property. While we expect to complete our pending acquisition during the first quarter of 2010, the acquisition is subject to customary closing conditions and no assurance can be given that this acquisition will be consummated. The following table provides certain information about our portfolio of properties as of September 30, 2009, including pro forma information for our recent and pending acquisitions:

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Property Location ⁽¹⁾				Primary Occupant(s)

Properties Owned At Our IPO
201 East Indianola Avenue, Phoenix, AZ		1997	97,145	Federal Bureau of Investigation
9797 Aero Drive, San Diego, CA		1994	94,272	Federal Bureau of Investigation
4560 Viewridge Drive, San Diego, CA		1996	147,955	Drug Enforcement Administration
9174 Sky Park Court, San Diego, CA		1986	43,918	California Department of Water Quality Control Board California Department of Motor Vehicles
5045 East Butler Ave, Fresno, CA		1971	531,976	Internal Revenue Service
16194 West 45th Drive, Golden, CO		1997	43,232	Environmental Protection Agency
7201 West Mansfield Avenue, Lakewood, CO		1981	71,208	Bureau of Reclamation
7301 West Mansfield Avenue, Lakewood, CO		1981	70,904	Bureau of Reclamation
7401 West Mansfield Avenue, Lakewood, CO		1981	70,884	Department of the Interior
20 Massachusetts Avenue, Washington, DC		2002	339,541	Immigration and Customs Enforcement Department of Justice
1 Corporate Boulevard, Atlanta, GA		1967	37,554	Centers for Disease Control
8 Corporate Boulevard, Atlanta, GA		2000	151,252	Centers for Disease Control
10 Corporate Boulevard, Atlanta, GA		1968	32,828	Centers for Disease Control
11 Corporate Boulevard, Atlanta, GA		1968	32,158	Centers for Disease Control
12 Corporate Boulevard, Atlanta, GA		1968	99,084	Centers for Disease Control
12 Executive Park Drive, Atlanta, GA		2001	128,390	Centers for Disease Control
20400 Century Boulevard, Germantown, MD		1995	80,550	Department of Energy
1401 Rockville Pike, Rockville, MD		1986	188,444	Food and Drug Administration
4201 Patterson Avenue, Baltimore, MD		1986	84,674	Maryland Department of Human Resources Maryland Department of Health & Mental Hygiene Maryland Transit Administration
2645 & 2655 Long Lake Road, Roseville, MN		1987	61,426	Minnesota State Lottery
4241 & 4300 NE 34th Street, Kansas City, MO		1995	98,073	Financial Management Service
130-138 Delaware Avenue, Buffalo, NY		1994	124,647	Immigration and Customs Enforcement Department of Justice
110 Centerview Drive, Columbia, SC		1985	71,580	South Carolina Department of Labor, Licensing & Regulation
701 Clay Road, Waco, TX		1997	137,782	Department of Veterans Affairs
5600 Columbia Pike, Falls Church, VA		1993	164,746	Defense Information Systems Agency
2420 Stevens Drive, Richland, WA		1995	92,914	Department of Energy
2430 Stevens Drive, Richland, WA		1995	47,238	Department of Energy
882 TJ Jackson Drive, Falling Waters, WV		1993	36,818	Department of Veterans Affairs
5353 Yellowstone Road, Cheyenne, WY		1995	122,647	Bureau of Land Management

	Average Age / Subtotal	21.4	3,303,840
Recent Acquisitions
10-12 Celina Drive, Nashua, NH		1997	321,800	U.S. Postal Service
915 L Street, Sacramento, CA		1988	163,425	California Department of Finance
9800 Goethe Road, Sacramento, CA		1993	110,500	California National Guard
2020 S. Arlington Heights Road, Arlington Heights, IL		2002	57,770	Occupational Health and Safety Administration

	Average Age / Subtotal	15.5	653,495
Pending Acquisition
3300 75th Avenue, Landover, MD		2004	266,000	Defense Intelligence Agency

	Average Age / Subtotal	6.0	266,000
	Average Age / Total: 16 states and D.C .	19.6	4,223,335

(1): Locations consisting of separate buildings within an office park are described as separate properties in this prospectus and in this chart.
(2): Year built is year developed or year substantial renovations were completed. Substantial renovations are those costing in excess of 25% of our historical investment in the property.

If all our recent and pending acquisitions had been completed as of September 30, 2009, we would have owned 34 properties, located in 16 states and the District of Columbia, containing approximately

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4.2 million rentable square feet, of which approximately 96.1% would have been leased to the U.S. Government and the State Governments.

The following table shows our lease expirations on a pro forma basis as if all of our recent and pending acquisitions have closed.

Year ⁽¹⁾

2009	—	—	%	—	%	—	—	%	—	%
2010	87	2.1	%	2.1	%	2,403	2.6	%	2.6	%
2011	603	14.3	%	16.4	%	11,329	12.4	%	15.0	%
2012	750	17.8	%	34.2	%	24,294	26.6	%	41.6	%
2013	975	23.2	%	57.4	%	15,977	17.6	%	59.2	%
2014	263	6.3	%	63.7	%	5,565	6.1	%	65.3	%
2015	460	10.9	%	74.6	%	8,435	9.4	%	74.7	%
2016	203	4.8	%	79.4	%	4,552	5.0	%	79.7	%
2017	306	7.3	%	86.7	%	6,205	6.8	%	86.5	%
2018 and thereafter	558	13.3	%	100.0	%	12,404	13.5	%	100.0	%

Total	4,205	100.0	%			91,164	100.0	%

Weighted average remaining lease term (in years)	4.8					4.7

(1): The year of lease expiration is pursuant to current contract terms. Some government tenants have the right to vacate their space before the stated expirations of their leases. Tenants occupying approximately 12.7% of our rentable square feet and responsible for approximately 10.3% of our rental income as of September 30, 2009, pro forma for our recent and pending acquisitions, have currently exercisable rights to terminate their leases before the stated term of their lease expires. In 2010, 2011 and 2012, early termination rights become exercisable by other tenants who, pro forma for our recent and pending acquisitions, occupy an additional approximately 6.1%, 2.3%, 1.0% of our rentable square feet, respectively, and are responsible for approximately 5.2%, 3.9%, 1.1% of our rental income as of September 30, 2009, respectively. In addition, one tenant at a building we recently acquired has the right to terminate its lease in 2014. On a pro forma basis, this tenant occupies approximately 2.3% of our rentable square feet and contributes approximately 2.8% of our rental income as of September 30, 2009. Two of our state government tenants have the currently exercisable right to terminate their leases if these states do not appropriate rent in their respective annual budgets. These two tenants occupy approximately 3.1% of our rentable square feet and contribute approximately 2.3% of our pro forma rental income as of September 30, 2009, pro forma for our recent and pending acquisitions. No termination rights have been exercised by our tenants during the past three years.
(2): Occupied square feet is pursuant to signed leases as of September 30, 2009, and includes (a) space being fitted out for occupancy and (b) space, if any, which is leased but is not occupied.
(3): Rental income is the annualized rents from our tenants pursuant to signed leases as of September 30, 2009, plus estimated expense reimbursements, and excludes lease value amortization.

Recent Developments

Investment Activity

Since the completion of our IPO on June 8, 2009, we have acquired four properties and entered into a binding purchase and sale agreement to acquire one additional property. In August 2009, we acquired a property located in Nashua, New Hampshire that is fully leased to the U.S. Government, with 321,800 rentable square feet for a total purchase price of $18.2 million. In December 2009, we acquired three

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properties with, in aggregate, 331,695 rentable square feet for a total purchase price of $71.1 million, including, two properties located in Sacramento, California, one of which is fully leased and one of which is majority leased to the State of California, and a property located in Arlington Heights, Illinois that is leased to the U.S. Government. We have entered into a binding purchase and sale agreement to acquire a property located in Landover, Maryland, which is fully leased to the U.S. Government, with 266,000 rentable square feet, for a purchase price of approximately $43.7 million, which includes approximately $24.8 million of debt secured by the property that we expect to assume in connection with the transaction that is not currently prepayable. We have completed diligence on our pending acquisition and are working with the lenders to obtain approval to assume the debt described above. We expect to close on the pending acquisition in the first quarter of 2010, but we can provide no assurances that we will receive lender approval or acquire this property.

Our business plan includes the continued selective acquisition of additional properties that are majority leased to government tenants. As noted above, our recent and pending acquisitions are majority leased to either the U.S. Government or State Governments and represent the implementation of our business plan. Our recent and pending acquisitions increase the gross book value of our real estate by approximately 21%, increase our rentable square feet by approximately 28% and increase our annualized rental income as of September 30, 2009 by approximately 18%. In addition, our recent and pending acquisitions generally have average remaining lease terms that are longer than the average remaining lease terms at the properties that we owned at the time of our IPO and the average age of our recent and pending acquisitions is less than the average age of our portfolio in aggregate, as described in the table below (dollars in thousands).

									As of September 30, 2009

Property			Primary Tenant— Occupant	Acquisition Price			Year Built ⁽¹⁾		Rentable Square Feet		Occupancy			Weighted Average Remaining Lease Term (years) ⁽²⁾
				(in thousands)
Recent Acquisitions
	10-12 Celina Drive, Nashua, NH		U.S. Postal Service	$	18,200			1997		321,800		100	%		3.4
	915 L Street, Sacramento, CA		State of California— Department of Finance		40,000			1988		163,425		98	%		6.3
	9800 Goethe Road, Sacramento, CA		State of California— California National Guard		15,085			1993		110,500		100	%		7.8
	2020 S. Arlington Heights Road, Arlington Heights, IL		U.S. Government— Occupational Health and Safety Administration		16,025			2002		57,770		100	%		8.3

		Subtotals			89,310					653,495		99	%		5.3
Pending Acquisition ⁽³⁾
	3300 75th Avenue, Landover, MD		U.S. Government— Defense Intelligence Agency		43,650	⁽⁴⁾		2004		266,000		100	%		9.9

		Total		$	132,960					919,495		99.7	%		6.6

(1): Year built is year developed or year substantial renovations were completed. Substantial renovations are those costing in excess of 25% of our investment in the property.
(2): The weighted average remaining lease term is calculated based on rentable square feet.

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(3): We currently expect to complete this acquisition during the first quarter of 2010; however, no assurance can be given that this acquisition will be consummated in that time period or at all.
(4): Acquisition price includes $24.8 million of mortgage debt expected to be assumed in connection with the acquisition.

Our Recent and Pending Acquisitions

The following summaries provide additional details as to our recent and pending acquisitions.

10-12 Celina Drive, Nashua, NH. We acquired this property on August 31, 2009 for $18.2 million, and it is unencumbered by debt. This industrial property consists of 321,800 rentable square feet, is situated on approximately 24 acres of land and was developed in phases between 1979 and 1997. The USPS leases 100% of the property through February 2013. The lease with USPS does not have any termination rights, and the USPS has one five year renewal option at a fixed rate. The USPS processes all incoming and outgoing packages and priority mail for northern New England at this property.

915 L Street, Sacramento, CA. We acquired this property on December 17, 2009 for $40.0 million, and it is unencumbered by debt. This 14 story office building consists of 163,425 rentable square feet, is located in downtown Sacramento, CA across the street from the State Capitol building and was developed in 1988. This property is 98% occupied by 24 tenants with a weighted average remaining lease term (based on rentable square feet) of approximately six years. The State of California leases and the California Department of Finance occupies approximately 62% of the property through March 2018 based upon rentable square feet. The remaining occupied space is leased primarily to non-governmental tenants. The lease with the State of California does not have any renewal options, and the State of California has a termination right beginning in June 2014.

9800 Goethe Road, Sacramento, CA. We acquired this property on December 23, 2009 for $15.1 million, and it is unencumbered by debt. This office building consists of approximately 110,500 rentable square feet, is situated on approximately 7.8 acres of land and was developed in 1993. The State of California leases and the California National Guard occupies 100% of the property through July 2017, and the lease does not have any termination rights or renewal options. This property serves as the headquarters for the California National Guard.

2020 S. Arlington Heights Road, Arlington Heights, IL. We acquired this property on December 29, 2009 for $16.0 million, and it is unencumbered by debt. This office building consists of approximately 57,770 rentable square feet, is situated on approximately 3.5 acres of land and was developed in 2002. The U.S. Government leases 100% of this property through December 2017, and the lease does not have any termination rights or renewal options. This property serves as the National Training and Educational Center for OSHA. OSHA has occupied this property since it was developed in 2002.

3300 75th Avenue, Landover, MD. We expect to acquire this property in the first quarter of 2010 for $43.7 million, including the assumption of $24.8 million of mortgage debt that is currently not prepayable. This office and warehouse building consists of approximately 266,000 rentable square feet, is situated on approximately 13.7 acres of land, was developed in 1985 and it was substantially renovated in 2004. The U.S. Government leases 100% of the property through August 2019, and the lease does not have any termination rights or renewal options. This property serves as a training and logistics center for the Defense Intelligence Agency. The tenant has spent approximately $30 million improving this property.

This property is subject to a $24.8 million mortgage, which we intend to assume upon closing of the acquisition. The mortgage debt matures in August 2016 and bears interest at a fixed rate of 6.21% per year. Loan payments are interest only through August 2011 and thereafter interest and principal based on a 30 year schedule. We have completed our acquisition diligence for this property and expect to acquire this property in the first quarter of 2010, but this acquisition is subject to customary closing conditions, including approval of the lender of our assumption of the mortgage debt, and no assurance can be given that we will consummate this acquisition during the first quarter of 2010 or thereafter.

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Investment in Affiliated Insurance Company

In December 2009, we invested $5.1 million in AIC, an Indiana Insurance Company, with RMR and other companies to which RMR provides management services. AIC was formed and licensed to provide insurance and risk management services. We currently own approximately 14.3% of AIC. Through this insurance business, we may benefit financially by possibly reducing insurance expenses and/or by having our pro rata share of any profits realized by this insurance business. However, AIC has not yet commenced providing insurance or risk management services to any party, including us. For more information about this investment, see "Certain Relationships and Related Person Transactions."

Our Business Plan

Our business plan is to maintain our properties, seek to renew our leases as they expire, selectively acquire additional properties that are majority leased to government tenants and pay distributions to our shareholders. As our current leases expire, we will attempt to renew our leases with existing tenants or to enter into leases with new tenants, in both circumstances at rents which are equal to or higher than the rents we now receive. Our ability to renew leases with our existing tenants or to enter into new leases with new tenants and the rents we are able to charge will depend in large part upon market conditions which are generally beyond our control. Nonetheless, the historical experience of RMR has been that government tenants frequently renew leases to avoid the costs and disruptions that may result from relocating government operations.

Our Growth Strategy

Our growth strategy applicable to our current properties is to attempt to increase the rents we receive from these properties. To achieve rent increases we may invest in our properties to make improvements requested by existing tenants or to induce lease renewals or new tenant leases when our current leases expire. However, as noted above, our ability to maintain or increase the rents we receive from our current properties will depend in large part upon market conditions which are beyond our control.

In addition to the growth strategy applicable to our current properties, we expect to acquire additional properties, generally within the United States, that are majority leased to government tenants. Most of the U.S. Government's non-military real estate requirements are administered by the GSA. During the past 40 years, the amount of GSA owned space has remained relatively constant, but the amount of GSA leased space has increased from approximately 46 million square feet to approximately 178 million square feet. See "Challenges Facing the Government's Federal Civilian Landlord" by David Winstead, GSA

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Commissioner of Public Buildings, in Government Leasing News , Winter, 2008. We expect this long term trend to continue and possibly to accelerate in the next few years, for two reasons:

•: First, U.S. Government budgeting and accounting is generally done on the basis of cash expenditures. The annual budgeting techniques used in Congressional appropriation processes often make it difficult to justify long term capital expenditures necessary to purchase or develop new U.S. Government owned properties. In fact, the GSA has noted that an increasing percentage of its annual budget must be dedicated to keep up with repair and maintenance needs at its historically owned properties.
•: Second, based upon historical experience, we believe that the expected increase in government regulation resulting from the recent economic recession will increase the U.S. Government's demand for leased office space. On November 10, 2008, The Washington Post estimated that the creation of the Resolution Trust Corporation and its successor entities in the early 1990s caused the U.S. Government to increase its leased space requirements by 4 million square feet, the passage of the Sarbanes-Oxley Act in 2002 caused the SEC to lease an additional 1.1 million square feet and current proposals for increases in economic regulation may require that the U.S. Government occupy between 2 million and 4 million square feet of additional space over the next three years.

If the U.S. Government increases the amount of space that it leases, as we expect that it will, we believe that there will be increased opportunities for us to acquire additional properties that are majority leased to government tenants. We expect to acquire additional properties primarily for purposes of income.

We believe that state and local governments lease significant amounts of office space. Additionally, we believe that budgetary pressures may cause an increased demand for leased space, as opposed to government owned space, among government tenants generally and state and local governments in particular. Also, based upon anecdotal reports, we believe that some state and local governments are currently considering sale leaseback arrangements for certain government owned properties because these arrangements may both raise capital and transfer maintenance obligations to private landlords, like us.

Finally, we believe that the recent reduction in available capital, particularly debt capital, may cause acquisition opportunities to become available to us. During the height of the last economic expansion the readily available debt capital that was prevalent earlier in this decade contributed to an increase in real estate valuations. As debt capital has become less available, an increasing number of real estate owners may need to raise capital to pay their lenders. Some of these owners may seek to sell properties that are majority leased to government tenants in order to raise capital to meet their debt obligations.

Our Board of Trustees may change our investment policies at any time without a vote of our shareholders. Although we have no current intention to do so, we could in the future adopt policies with respect to investments in real estate mortgages or securities of other persons, including persons engaged in real estate activities.

Our Financing Policies

To qualify for taxation as a REIT under the Code, we must distribute at least 90% of our annual REIT taxable income and satisfy a number of organizational and operational requirements. Accordingly, we generally will not be able to retain sufficient cash from operations to repay debts, invest in properties or fund acquisitions. Instead, we expect to repay our debts, invest in our properties and fund acquisitions by borrowing and issuing equity securities. Since our IPO, our growth has been financed by borrowings under our $250 million secured revolving credit facility. As our secured revolving credit facility is utilized, we expect to refinance, or reduce amounts outstanding under, this facility with term debt or equity issuances, such as the issuance contemplated by this offering. We will decide when and whether to issue new debt or equity depending upon market conditions. Because our ability to raise capital may depend, in large part, upon market conditions, we can provide you no assurance that we will be able to raise sufficient capital to repay our debt or to fund our growth strategy.

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We intend to use modest amounts of leverage. We intend to manage our leverage in a way that may eventually permit us to achieve "investment grade" ratings from nationally recognized rating agencies such as Moody's Investors Service, Inc. and Standard & Poors Ratings Services. However, based upon RMR's experience, we do not believe that it is likely that we will be able to achieve an investment grade rating until we increase the size of our investments and have a track record of successfully managing our properties and our growth strategy for several years. If we are unable to achieve investment grade ratings, we believe our ability to issue reasonably priced unsecured debt may be limited, and most of our debt capital will be secured by mortgages on our properties.

We have not engaged in underwriting securities of other issuers and do not intend to do so. We have not in the past, but we may in the future, invest in the securities of other issuers for the purpose of exercising control, issue senior securities, make loans to other persons, engage in the sale of investments, offer securities in exchange for property or repurchase or reacquire our securities.

Our Board of Trustees may change our financing policies at any time without a vote of our shareholders.

Our History

HRP began investing in government leased properties in 1997. HRP is a REIT which currently owns office and industrial properties with a historical cost of over $6 billion, only a part of which is leased to government tenants. HRP created us in 2009 to concentrate the ownership of certain of its properties that are majority leased to government tenants and to expand such investments, because HRP determined that present market conditions may create favorable opportunities to expand a focused investment program in government leased real estate. Because of concerns about the strength of the economy generally and about commercial tenants' needs for leased space and their abilities to pay rent, we believe investors may be attracted to a company like us which is focused upon owning properties that are majority leased to government tenants. For example, during 2008 there was a general slowing of economic activity in the United States and a corresponding decline in non-government tenants' requirements for leased space, but the U.S. Government is estimated to have increased its use of leased property by about 1.8% and increased its total annual rent obligations by about 4%. See Jones Lang LaSalle, "U.S. Federal Market Perspective Fiscal Year 2009."

Prior to our creation, HRP owned 47 properties where a majority of the rentable square feet was leased to government tenants. The properties that we owned at the time of our IPO were selected by HRP, in its discretion, because HRP believed they represented a diversified portfolio which might be attractive to investors and typical of the types of properties we will seek to acquire in the future. At March 31, 2009, the historical total purchase price paid for and investment made by HRP in the properties that we owned at the time of our IPO, before depreciation and lease intangibles associated with these properties, was $490,536,000. In the formation transactions for our company, HRP received 9,950,000 of our Shares, and a distribution of cash in the amount of $250,000,000 that we borrowed under our secured revolving credit facility.

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HRP still owns 18 properties with approximately 2.2 million rentable square feet that are majority leased to government tenants. Some of the government leased properties retained by HRP have short term lease expirations which have not yet been renewed. Under the transaction agreement, while HRP owns more than 10% of our outstanding shares, we and HRP engage the same manager or we and HRP have any common managing trustees, we have a right of first refusal to purchase any property owned by HRP that HRP determines to divest if the property is then majority leased to government tenants. This right of first refusal also applies in the event of an indirect sale of any such properties resulting from a change of control of HRP.

Concentration in DC Metro Area and Other Significant Properties

DC Metro Area. The U.S. Government has a concentration of activities in the District of Columbia, Maryland and Virginia. Approximately 34.3% of our rental income as of September 30, 2009 was received from properties in the DC metro area. Pro forma for our recent and pending acquisitions, approximately 34.3% of our rental income as of September 30, 2009 would have been received from properties located in the DC metro area. Although our percentage of investments in the DC metro area may change over time, we expect that we may have a significant investment in properties in that area for the foreseeable future.

We believe the DC metro area is one of the strongest real estate markets in the United States. According to data compiled by the real estate brokerage firm Cushman and Wakefield, the D.C. office market had one of the lowest vacancy rates in the United States during the fourth quarter of 2008. Because this market has a relatively small concentration of employment based in the finance industry (approximately 6%), compared to other large U.S. office markets like Manhattan, Boston, Chicago and San Francisco (approximately 20-30%), we believe this market has experienced less of the job losses which have impacted financial businesses and are resulting in increasing office vacancies than many other large U.S. office markets. Moreover, as discussed above in "Our Growth Strategy," we believe that the likelihood of increased government regulation which may result from the legislation now being debated in Congress is likely to result in increased demand for leased space by government tenants in the DC metro area.

Properties Representing 10% or More of Rental Income. Our properties located at 5045 East Butler Avenue, Fresno, California and 20 Massachusetts Avenue, Washington, D.C. accounted for 11.7% and 18.8%, respectively, of our rental income for the year ended December 31, 2008. The Fresno, California property is currently leased in its entirety to the U.S. Government and occupied by the Internal Revenue Service, or the IRS, for annual rent of approximately $8.9 million. This lease expires on November 30, 2011, subject to two tenant renewal options for consecutive five year terms. The Washington, D.C. property is currently leased in its entirety to the U.S. Government and occupied by the Department of Justice and the Department of Homeland Security's Immigration and Customs Enforcement. This property is leased pursuant to six separate leases, expiring on September 23, 2012 or October 22, 2012, for aggregate annual

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rent of approximately $14.1 million. The following table sets forth information about occupancy rates and average effective annual rent per square foot for these properties for each of the last five years:

Property				Average Effective Annual Rent Per Square Foot

5045 East Butler Ave, Fresno, CA	2008	100	%	$	16.65
	2007	100	%	$	16.65
	2006	100	%	$	16.65
	2005	100	%	$	16.65
	2004	100	%	$	16.65
20 Massachusetts Avenue, Washington, D.C.	2008	100	%	$	41.77
	2007	100	%	$	40.83
	2006	100	%	$	38.74
	2005	100	%	$	38.46
	2004	100	%	$	35.97

As of September 30, 2009, our tax basis investment in the Fresno, California property totaled $7.3 million of land, and $65.5 million of depreciable building and improvements. Building and improvements are depreciated for tax purposes over 40 years. Accumulated depreciation for tax purposes for this property amounted to $11.7 million as of September 30, 2009. Annual real estate taxes for this property were approximately $763,000, or $1.43 per square foot, for the twelve months ended September 30, 2009.

As of September 30, 2009, our tax basis investment in the Washington, D.C. property, including renovation costs incurred during 2001 and 2002, totaled $21.3 million of land, and $60.2 million of depreciable building and improvements. Building and improvements are depreciated for tax purposes over 40 years. Accumulated depreciation for tax purposes for this property amounted to $17.9 million as of September 30, 2009. Annual real estate taxes for this property were approximately $2.7 million, or $7.92 per square foot, for the twelve months ended September 30, 2009.

Our Leases

The following is a general description of the type of lease we typically enter into with the U.S. Government negotiated through the GSA, or GSA leases. The terms and conditions of any actual GSA lease, as well as our leases with state government or other tenants, may vary from those described below. RMR in all cases will use its best efforts to obtain terms at least as favorable as those described below. However, if we determine that the terms of a lease at a property, taken as a whole, are favorable to us, we may enter into leases with terms that are substantially different than the terms described below.

Rent. In general, GSA leases are full service gross leases, which require that the tenant pay a fixed annual rent on a monthly basis, and in return we are required to pay for all maintenance, repair, property taxes, utilities and insurance. The tenant is generally required to pay any special assessments, increase in taxes arising from the tenant's use of the property and increases in some operating costs. Certain of our GSA leases include within rent a tenant improvement allowance which is repaid during all or part of the lease term together with an amortization rate. Generally, the GSA has the right to forego the tenant improvement and use the proceeds as a credit against monthly rent. Our GSA leases typically provide for an annual operating cost adjustment designed to compensate us for changes in our costs of providing cleaning services, supplies, maintenance, trash removal, landscaping, and paying water and sewer charges, heating, electricity and administrative expenses. This operating cost adjustment is calculated by multiplying a base operating rate, which is negotiated at the commencement of the lease, by the percentage change in the Cost of Living Index as published by the U.S. Government. Unlike most commercial leases which require monthly payments in advance, GSA leases generally require that rent be paid monthly in arrears.

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Term of Lease. Our GSA leases typically have an initial term of five, 10 or 20 years. Many of our GSA leases contain provisions for one or more extensions at the option of the tenant. The extension period varies, but is usually five or 10 years.

Tax Adjustment. Our government tenants are generally required to pay additional rent for increases in real estate taxes during the period of their tenancy. The tenant's share of tax increases is calculated by multiplying the percentage of the property's square feet occupied by the tenant by the tax increases.

Assignment and Sublease. Our GSA leases generally require our written consent for assignment (which may not be unreasonably withheld) by the government tenant; however, a GSA tenant may typically substitute a different federal agency as tenant under our leases without seeking our consent. An assignment would not relieve the government tenant from any unpaid rent or other liability to us. Our GSA leases generally allow a government tenant to sublet all or part of a property without our consent, but such sublet generally would not relieve the government tenant from any obligations under the lease.

Maintenance and Alteration. We are generally responsible for all maintenance of properties under our GSA leases, including maintenance of all equipment, fixtures and appurtenances to such properties. We are generally responsible for all utilities in order to make our properties suitable for use and capable of supplying heat, light, air conditioning, ventilation and access without interruption. Use of heat, ventilation and air conditioning beyond normal working hours is generally paid for by the government tenant. Our failure to maintain our properties or provide adequate utilities, service or repair can result in the government tenant deducting the costs of such maintenance, utility, service or repair from its rent. Government tenants generally retain the right to make alterations to our properties at their own expense. Government tenants also retain the right to add and remove fixtures to the premises without relinquishing ownership of such fixtures.

Damage or Destruction. Complete destruction of or significant damage to a property under a GSA lease generally results in the immediate termination of the lease. Partial destruction or damage, such that the property is untenantable, generally grants the government tenant the option to terminate the lease by giving notice to us within 15 days following the partial destruction or damage. If the lease is terminated in this manner, no rent accrues after the date of partial destruction or damage.

Certain Government Standards. Each GSA lease requires that we maintain certain standards set by the government. For instance, our GSA leases generally require that we certify that our procurement policy does not violate any prohibitions against improper third party benefits resulting from our procurement of a government contract. In addition, the GSA leases contain provisions which require that we maintain certain labor and equal opportunity standards in relation to our subcontractors. When selecting subcontractors, the GSA leases require that we make a good faith effort to select subcontractors that are small businesses, small businesses owned by socially or economically disadvantaged individuals or small businesses owned by women. Failure to comply with these standards could result in termination of a GSA lease, reduction in rent or liquidated damages as may be described in the lease.

Events of Default. Failure by the government tenant to pay rent or make other payments required under a GSA lease on the date such payment is due results in an automatic interest penalty to be paid by the government tenant. The interest penalty is calculated as a percentage of the payment due, based on a rate established by the Department of Treasury pursuant to the Contracts Dispute Act of 1978. The interest payment accrues daily and is compounded in 30 day increments. There is typically no provision in our GSA leases permitting us to terminate the lease as a result of non-payment or other actions by the government tenant.

Our failure to maintain, repair, operate or service a property under a GSA lease for 30 days after receipt of notice from the government tenant generally results in our default under such lease. In addition, repeated and unexcused failure to maintain, repair, operate or service the property by us will generally

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result in default. Upon default, the government tenant is entitled to terminate the lease and seek damages which could consist of rent, taxes and operating costs of a substitute property, administrative expenses in procuring a replacement property and such other damages as the lease or applicable case law allows.

Remedies. If we have a dispute with a government tenant, the dispute is required to be resolved pursuant to the Contract Disputes Act of 1978. A dispute concerning payment must be submitted to the contracting officer authorized to bind the government, who will make a determination as to the merits of the dispute and the determination can be appealed to an administrative agency or to a court.

At Will Termination. The standard GSA lease includes a provision which allows the government tenant to terminate the lease at will by providing written notice. This notice period generally varies from 30 to 180 days. Certain of our leases do not permit the government tenant to terminate at will, or permit this termination right solely during renewal periods, or only after an initial minimum term.

Inability to Evict. Unlike most commercial leases, GSA leases do not include provisions that permit the landlord to evict a government tenant that is in default under the lease, including as a result of a holdover. In the event that we seek to evict a government tenant that is in default, the government tenant could institute condemnation proceedings against us and seek to take our property, or a leasehold interest therein, through its power of eminent domain.

Assignment of GSA Leases to Us. In connection with any property acquisition involving GSA leases, the transferor will assign any GSA leases associated with the property to us. Recognition by the U.S. Government of us as the successor in interest to the transferor under a GSA lease is subject to the execution of a novation agreement among the transferor, us and the U.S. Government. Federal regulations permit the request for a novation agreement to be submitted after the assignment has occurred. We and transferors have submitted novation agreements for execution to the U.S. Government for all of the GSA leases at our properties. A substantial percentage of these novation agreements have been executed by the U.S. Government. We expect that those novation agreements not yet executed will be executed in the ordinary course over the next several months. The U.S. Government is not obligated to recognize us as a successor in interest to a GSA lease or execute a novation if the U.S. Government determines that recognizing us as a successor in interest is not in its interest. Based upon RMR's historical experiences, however, we do not believe there is a material risk that these novation agreements will not be executed by the U.S. Government. The transferors are obligated to remit to us all rental payments received under the GSA leases until the novation agreements are executed and delivered, whereupon the tenant will begin to remit rental payments directly to us.

Leases for Properties Leased to State Governments. In addition to our GSA leases with the U.S. Government, we currently lease space to the states of California, Maryland, Minnesota and South Carolina. Each of these leases follows the standard lease agreement for its corresponding state. The California, Maryland and South Carolina leases are each modified gross leases, which require us to provide maintenance, repair and utilities and to pay all property taxes, but allow us to modify the rent based on increases in operating expenses and property taxes over base year amounts. The Minnesota lease is a modified net lease under which Minnesota pays certain expenses. The State Governments are required to pay a fixed annual (or, in the case of California, monthly) base rent on a monthly basis in arrears (or, in the case of South Carolina, payable in advance). The lease terms for the California properties were originally set for 8, 14 and 13 years, respectively, and terminate in 2016, 2017 and 2018, respectively. The lease terms for the Maryland, Minnesota and South Carolina properties were originally set for ten, ten and seven years, respectively, and terminate in 2013, 2013 and 2012, respectively. The South Carolina and Maryland leases each provide the tenant with a five year renewal option. The South Carolina, Maryland and Minnesota leases each contain a provision that allows the state to terminate the lease (or, in the case of the South Carolina lease, terminate the lease or reduce the amount of square footage occupied along with a pro rata rent reduction) in the event that the state government does not provide the funds to enable the tenant to pay rent for that building. The property in San Diego, California is leased to two state entities,

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and each of these leases is terminable at will by the State of California upon 90 days advance notice. The State of California also has a termination right beginning in 2014 for the space occupied by the California Department of Finance. The State of California does not have a termination right for the space occupied by the California National Guard.

Environmental Matters

Under various laws, owners of real estate may be required to investigate and clean up or remove hazardous substances present at or migrating from properties they own, and may be held liable for property damage or personal injuries that result from hazardous substances. These laws also expose us to the possibility that we may become liable to reimburse governments for damages and costs they incur in connection with hazardous substances. Since the completion of our IPO, it has been our practice to obtain and review "Phase I" environmental surveys prior to the acquisition of properties in order to assess the possible presence of and cost of removing hazardous substances. Certain of our buildings contain asbestos. We believe any asbestos in our buildings is contained in accordance with current regulations, and we have no current plans to remove it. If we remove the asbestos or renovate or demolish these properties, certain environmental regulations govern the manner in which the asbestos must be handled and removed. We do not believe that there are environmental conditions at any of our properties that have had or will have a material adverse effect on us. However, no assurances can be given that conditions are not present at our properties or that costs we may be required to incur in the future to remediate contamination will not have a material adverse effect on our business or financial condition. For more information, see "Risk Factors—Risks Related to Our Business—Real estate ownership creates risks and liabilities."

In recent years, in reaction to the Energy Policy Act of 2005, the U.S. Government has instituted "green lease" policies which include the "Promotion of Energy Efficiency and Use of Renewable Energy" as one of the factors it considers when leasing property. In reaction to these new policies, we have engaged an energy consultant to monitor and help improve energy use at our properties.

In accord with the U.S. Government's general policy of preferring energy efficient buildings, the Energy Independence and Security Act of 2007 allows the GSA to prefer buildings for lease that have received an "Energy Star" label. This label is received by buildings that reach a specified level of energy efficiency. We have received ratings for many of our buildings, and five of them have qualified for Energy Star labels. RMR became a participant in the Energy Star program in July 2008, and we are in the process of studying ways to improve the energy efficiency at all of our buildings and to determine if we can obtain Energy Star labels for our buildings which do not yet have them at a reasonable cost. We do not yet know whether it will be possible to obtain Energy Star labels for all our properties, and we have not yet determined if it will make economic sense to do so.

The U.S. Government's "green lease" initiative also permits government tenants to require LEED®-CI certification in selecting new premises or renewing leases at existing premises. Obtaining such certification may be costly and time consuming. RMR has retained a LEED Accredited Professional to assist us in seeking LEED certification for certain of our properties. If we commit to a government tenant that we will obtain such certification in order to attract or retain such government tenant, our failure to receive such certification could result in the government tenant implementing corrective action, including deducting the costs of actions required for certification from its rent due to us. For more information, see "Risk Factors—Risks Related to Our Business—The U.S. Government's "green lease" policies may adversely affect us."

Competition

Investing in and operating office buildings and maintaining relationships with government tenants and attracting new government tenants is a very competitive business. We compete against other REITs, numerous financial institutions, individuals and public and private companies who are actively engaged in

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this business. We do not believe we have a dominant position in any of the geographic markets in which we operate, but some of our competitors are dominant in selected markets. Many of our competitors have greater financial and management resources than we have. As a result of the transaction agreement with HRP and our management agreements with RMR, so long as HRP owns in excess of 10% of our outstanding Shares, we and HRP engage the same manager or we and HRP have any common managing trustees, we will have limited ability to invest in properties that are within the investment focus of another business managed by RMR or properties that are not, at the time of investment, majority leased to government tenants. We believe the geographic diversity of our investments, the experience and abilities of our management and the quality of our properties may afford us some competitive advantages and allow us to operate our business successfully despite the competitive nature of our business. Government tenants may be particularly difficult to attract and retain because they may be viewed as desirable tenants by other landlords. For more information, see "Risk Factors—Risks Related to Our Business—We face significant competition."

Employees

We have no employees. Services which would otherwise be provided by employees are provided by RMR and by our Managing Trustees and officers. As of September 30, 2009, RMR had approximately 580 employees. For more information, see "Management."

Legal Proceedings

In the ordinary course of business we are involved in litigation incidental to our business; however, we are not aware of any pending legal proceeding affecting us or any of our properties for which we might become liable or the outcome of which we expect to have a material impact on us.

Insurance

We have comprehensive insurance on our properties, including title, casualty, liability, fire, extended coverage and rental loss customarily obtained for similar properties in amounts that we believe are sufficient to cover reasonably foreseeable losses, with policy specifications and insured limits that we believe are appropriate under the circumstances. We believe our properties, including the properties that accounted for 10% or more of our net book value or rental income as of September 30, 2009, are adequately covered by insurance. For more information, see "Certain Relationships and Related Person Transactions—Affiliates Insurance Company."

Other Matters

Legislative and regulatory developments can be expected to occur on an ongoing basis at the federal, state and local levels that have direct or indirect impact on the ownership and operation of our properties. In addition to our ongoing costs relating to maintenance and repair, we may need to make expenditures due to changes in government regulations, or the application of such regulations to our properties, including the Americans with Disabilities Act, fire and safety regulations, building codes, land use regulations or environmental regulations on containment, abatement or removal. Our government tenants and their likelihood or ability to renew expiring leases on existing terms will be affected by ongoing policy decisions at the state, local and federal levels. Our ownership of real property subjects us to the risk of loss associated with natural disasters, certain of which may not be covered by insurance. In addition, our properties may be subject to increased risk of loss from terrorism or security breaches as a result of the nature of our government tenants. Our losses in connection with such events may not be covered by insurance. For more information, see "Risk Factors."

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MANAGEMENT

Trustees and Officers

The following table sets forth certain information with respect to our trustees and executive officers.

Name		Position(s)

Barry M. Portnoy	64	Managing Trustee (Class II term will expire in 2011)
Adam D. Portnoy	39	Managing Trustee (Class I term will expire in 2010) and President
John L. Harrington	73	Independent Trustee (Class I term will expire in 2010)
Jeffrey P. Somers	65	Independent Trustee (Class II term will expire in 2011)
Barbara D. Gilmore	59	Independent Trustee (Class III term will expire in 2012)
David M. Blackman	46	Treasurer and Chief Financial Officer

The following is a biographical summary of the experience of our trustees and officers.

BARRY M. PORTNOY has been one of our Managing Trustees since our formation. Mr. Portnoy has been a Managing Trustee of HRP, HPT and SNH since their formation in 1986, 1995 and 1999, respectively. He has been a Managing Director of FVE and TravelCenters since they became publicly owned in 2001 and 2006, respectively. Mr. Portnoy was a founder in 1986 and is now the majority owner, Chairman and a Director of RMR. In 2002, Mr. Portnoy founded RMR Advisors, an SEC registered investment advisor, where he is the majority owner. He was a Managing Trustee of RMR Real Estate Fund, RMR Hospitality and Real Estate Fund, RMR F.I.R.E. Fund, RMR Preferred Dividend Fund, and RMR Dividend Capture Fund since their formation in 2002, 2004, 2004, 2004 and 2006, respectively, until they were merged into the RMR Real Estate Income Fund in June 2009, where he currently serves as a Managing Trustee. Mr. Portnoy also served as a Managing Trustee of the RMR Asia Pacific Real Estate Fund and the RMR Asia Real Estate Fund from their formation in 2007 until they were merged into the RMR Asia Pacific Real Estate Fund in 2009, where he currently serves as a Managing Trustee. Mr. Portnoy also served as Managing Trustee of RMR Funds Series Trust since its formation in 2007 until its dissolution in 2009. Throughout this prospectus, we refer to the foregoing mutual funds managed by RMR Advisors as the "RMR Funds."

ADAM D. PORTNOY has been our President and one of our Managing Trustees since our formation. Mr. Portnoy has been a Managing Trustee of HRP, HPT and SNH since 2006, 2007 and 2007, respectively. Mr. Portnoy was an Executive Vice President of HRP from 2003 to 2006. He has been employed at RMR since 2003 and is currently an owner, the President, Chief Executive Officer and a Director of RMR. Mr. Portnoy was a Vice President of the RMR Funds from 2003 to 2007 and he has been President of RMR Advisors and of each of the RMR Funds since 2007. Mr. Portnoy has served as a Managing Trustee of each of the RMR Funds since May 2009. Prior to joining RMR in 2003, Mr. Portnoy principally worked as an investment banker and venture capitalist with Donaldson, Lufkin & Jenrette Securities Corp., ABN AMRO and the International Finance Corp., a member of the World Bank Group. Mr. Portnoy is the son of Barry Portnoy, our other Managing Trustee.

JOHN L. HARRINGTON has been one of our Independent Trustees since the completion of our IPO in June 2009. Mr. Harrington has been Chairman of the Board of the Yawkey Foundations from 2002 to 2003 and from 2007 to the present, served as one of their trustees since 1982 and as Executive Director from 1982 to 2006. He has also been a trustee of the JRY Trust since 1982. Mr. Harrington was the Chief Executive Officer and General Partner of the Boston Red Sox Baseball Club from 1973 to 2002 and was a principal of Bingham Sports Consulting LLC from 2007 to 2008. Mr. Harrington was President of Boston Trust Management Corp. from 1981 to 2006. He served as an Independent Director of FVE from 2001 until 2004, as an Independent Trustee of HPT since 1995, as an Independent Trustee of SNH since 1999 and as an Independent Trustee of each of the RMR Funds since their creation. Mr. Harrington is a certified public accountant.

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JEFFREY P. SOMERS has been one of our Independent Trustees since the completion of our IPO in June 2009. Mr. Somers has been an equity member in the law firm of Morse, Barnes-Brown and Pendleton, P.C. of Waltham, MA since 1995, and prior thereto he was a partner in the Boston law firm of Gadsby & Hannah LLP (now McCarter & English), during which time he also served as Chairman of the Securities Law Committee of the Business Law Section of the Boston Bar Association. Prior to entering private law practice, Mr. Somers was a staff attorney at the SEC in Washington, D.C. Mr. Somers was recently elected an Independent Trustee of SNH and each of the RMR Funds.

BARBARA D. GILMORE has been one of our Independent Trustees since the completion of our IPO in June 2009. Ms. Gilmore has served as a clerk to Judge Joel B. Rosenthal of the United States Bankruptcy Court, Western Division of the District of Massachusetts since 2001. Ms. Gilmore was a partner in the law firm of Sullivan & Worcester LLP from 1993 to 2000. Ms. Gilmore has served as an Independent Director of FVE since 2004 and as an Independent Director of TravelCenters since 2007.

DAVID M. BLACKMAN has been our Treasurer and Chief Financial Officer since our formation. Mr. Blackman had been employed as a banker at Wachovia Corporation and its predecessors for 22 years, focused on real estate finance matters, including serving as a Managing Director in the real estate section of Wachovia Capital Markets, LLC from 2005 through January 2009. Mr. Blackman is currently also employed as a Senior Vice President of RMR.

Board of Trustees

Our Board of Trustees is composed of five members. We have two categories of trustees: (1) trustees who are employees, officers or directors of our manager or involved in our day to day activities for at least one year prior to their election, whom we refer to as "Managing Trustees" in our Bylaws; and (2) trustees who are not employees of RMR and not involved in our day to day activities and who are independent within the meaning of the applicable rules of the NYSE and the SEC, whom we refer to as "Independent Trustees" in our Bylaws. Our Bylaws do not prohibit persons serving as Independent Trustees of other companies managed by RMR from serving as our Independent Trustees. We have determined that our Independent Trustees are independent within the meaning of the applicable rules of the NYSE and that their service as Independent Trustees of companies affiliated with RMR does not constitute a material relationship with us that would prevent their qualification as independent. Our Bylaws require that a majority of our trustees be Independent Trustees as defined in our Bylaws.

Our Board of Trustees is divided into three classes, Class I, Class II and Class III. At each annual meeting of shareholders, one class of trustees is elected for a three year term to succeed the trustees of the same class whose terms are then expiring. The initial terms of the Class I trustees, Class II trustees and Class III trustee will expire upon the election and qualification of successor trustees at the annual meetings of shareholders held during the calendar years 2010, 2011 and 2012, respectively.

Committees of Our Board of Trustees

Our Board of Trustees has established an Audit Committee, a Compensation Committee and a Nominating and Governance Committee, each of which has a written charter. Our Audit Committee, Compensation Committee and Nominating and Governance Committee are comprised of Messrs. Harrington and Somers and Ms. Gilmore, who are Independent Trustees as defined in our Bylaws. Members of our Audit Committee also meet the independence criteria under applicable rules of the NYSE and the SEC.

The primary function of our Audit Committee is to select our independent registered public accounting firm and to assist our Board of Trustees in fulfilling its responsibilities for oversight of: (1) the integrity of our financial statements; (2) our compliance with legal and regulatory requirements; (3) the independent registered public accounting firm's qualifications and independence; and (4) the performance of our internal audit function. Our Board of Trustees has determined that Mr. Harrington is our Audit

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Committee financial expert and that all members of our Audit Committee are financially literate. Our Board of Trustees' determination that Mr. Harrington is a financial expert was based upon his experience as a chief executive officer of a large public charity, a member of the audit committees of publicly owned companies, former chief executive of a major sports business, former director of a national bank, former certified public accountant and a former professor of accounting at Boston College.

Our Compensation Committee's primary responsibilities include: (1) reviewing the performance of RMR under its management agreements with us and making determinations regarding continuance of such agreements; (2) evaluating the performance of our President; (3) reviewing the performance of our Director of Internal Audit and determining the compensation payable to him and the costs of our internal audit function generally; and (4) evaluating, approving and administering the Plan (as discussed below) and such other equity compensation plans as we may establish in the future.

The responsibilities of our Nominating and Governance Committee include: (1) identification of individuals qualified to become members of our Board of Trustees and recommending to our Board of Trustees the trustee nominees for each annual meeting of shareholders or when vacancies occur; (2) development, and recommendation to our Board of Trustees, of governance guidelines; and (3) evaluation of the performance of our Board of Trustees.

Our policy with respect to trustee attendance at our annual meetings of shareholders can be found in our Governance Guidelines. Our Governance Guidelines and the charters of our Audit, Compensation and Nominating and Governance Committees, as well as our Code of Business Conduct and Ethics, appear on our website www.govreit.com , and may be obtained free of charge by writing to Secretary, Government Properties Income Trust, 400 Centre Street, Newton, Massachusetts 02458.

Compensation of the Trustees and Officers

Each of our Independent Trustees is paid an annual fee of $25,000 for services as a trustee, plus a fee of $500 for each meeting attended. Up to two $500 fees are paid if a board meeting and one or more board committee meetings are held on the same date. The chairpersons of our Audit Committee, Compensation Committee and Nominating and Governance Committee receive an additional $7,500, $3,500 and $3,500, respectively, each year. In addition, each trustee receives a grant of Shares as part of his or her annual compensation, as determined by the Compensation Committee. We generally reimburse all our trustees for travel expenses incurred in connection with their duties as trustees. Our Managing Trustees are employees of RMR and do not receive cash compensation for their services directly from us, but they do receive reimbursement of expenses and do receive Share grants equal to the amount of Shares granted to our Independent Trustees.

We do not have any employees. None of our executive officers has an employment agreement with us or any agreement that becomes effective upon his termination or a change in control of us. Our manager, RMR, provides services that otherwise would be provided by employees. RMR conducts our day to day operations on our behalf and compensates our named executive officers and other RMR personnel who provide services to us directly and in its sole discretion in connection with their services rendered to RMR and to us, except that the compensation of our Director of Internal Audit and the allocation of internal audit costs to us by RMR are determined by our Compensation Committee. We do not pay our executive officers salaries or bonuses or provide other compensatory benefits except for the grants of Shares under our the Plan. Although our Compensation Committee will review and approve our management agreements with RMR, it is not involved in compensation decisions made by RMR for its employees other than the employee serving as our Director of Internal Audit. For more information, see "Certain Relationships and Related Person Transactions."

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Incentive Share Award Plan

Although we have no employees, we have adopted the Plan to reward our trustees, executive officers and other RMR employees who provide services to us and to foster a continuing identity of interest between them and our shareholders. We historically reserved 2,000,000 Shares for issuance under the Plan and granted 31,350 Shares as of September 2009, leaving 1,968,650 available for future grants. We award Shares under the Plan to recognize grantees' scope of responsibilities, reward demonstrated performance and leadership, motivate future performance, align grantees' interests with those of our other shareholders and motivate grantees to remain employees of RMR or to continue to provide services to us through the term of the awards.

The 31,350 Shares we granted in September 2009 to our trustees and executive officers and certain employees of RMR had an aggregate market value of $694,000 on the date of the grant, based on the closing price of our Shares on that date. We made these grants pursuant to an exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended. The shares awarded to our trustees vested immediately. The shares awarded to our officers and certain employees of RMR vest in five annual installments beginning on the date of grant. We include the value of awarded common shares in general and administrative expenses at the time the awards vest.

Under its charter, our Compensation Committee evaluates, approves and administers Share awards under the Plan. In setting incentive Share awards under the Plan, our Compensation Committee may consider multiple factors, including the following primary factors: (1) the scope of responsibility of each individual, (2) the amount of Shares previously granted to each recipient, (3) the amount of Shares previously granted to persons performing similar services for us as are currently performed by each recipient, (4) the amount of Shares granted to persons performing similar services for other companies managed by RMR, (5) the amount of shares or equity compensation granted to persons performing similar services for other companies that our Compensation Committee may determine to be comparable to us, (6) the amount of time spent, the complexity of the duties and the value of services performed, by the particular recipient, (7) the fair market value of the Shares granted and (8) the recommendations of our executive officers and Managing Trustees. We determine the fair market value of the Shares granted based on the closing price of our Shares on the date of grant.

In administering the Plan, our Compensation Committee has in the past and may in the future impose vesting and other conditions on granted Shares; and in the event a recipient granted an incentive Share award which is subject to vesting ceases to perform duties for us or ceases to be an officer or an employee of RMR or any company which RMR manages during the vesting period, we may repurchase the Shares that have not yet vested for nominal consideration. As with other issued Shares, vested and unvested Shares awarded under the Plan are entitled to distributions and have voting rights.

We believe that the equity compensation of our executive officers and trustees is designed to help achieve the goal of providing shareholders dependable, long term returns.

Limitation of Liability and Indemnification

Our Declaration of Trust contains provisions that limit the liability of our trustees and officers. Under our Bylaws, our trustees and officers are entitled to indemnification, and we have entered into indemnification agreements with all of our trustees and officers. We believe that these provisions are necessary to attract and retain qualified persons as trustees and officers. For more information about indemnification of trustees and officers, see "Material Provisions of Maryland Law and of Our Declaration of Trust and Bylaws."

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MANAGER

Our Manager's Directors and Officers

Our day to day operations are conducted by RMR; we have no employees. RMR is a Delaware limited liability company owned by our Managing Trustees, Barry Portnoy and Adam Portnoy. Its principal place of business is 400 Centre Street, Newton, Massachusetts 02458 and its telephone number is (617) 322-3990. RMR has approximately 580 employees including a headquarters staff and regional offices and other personnel located throughout the United States. RMR also acts as the manager for HRP, HPT and SNH and provides management services to other public and private companies, including FVE and TravelCenters. The following is a list of the executive officers and directors of RMR who are not our executive officers or trustees, and their biographical information. For biographical information regarding our executive officers and trustees, certain of whom are executive officers and directors of RMR, see "Management—Trustees and Officers."

GERARD M. MARTIN (age 75) has been a director of RMR since 1986. Mr. Martin has also been one of FVE's Managing Directors since 2001. In addition, Mr. Martin was a Managing Trustee of SNH from 1999 until his resignation in January 2007. Mr. Martin was a Managing Trustee of HRP from 1986 until the expiration of his term in May 2006, and a Managing Trustee of HPT from 1995 until his resignation in January 2007. Mr. Martin has also been a director of RMR Advisors since its formation in 2002 and he was a Managing Trustee of each of the RMR Funds since their respective formation until May 2009. Mr. Martin was a 50% owner of RMR until September 30, 2005 and of RMR Advisors until May 11, 2005, when his interests in those companies were acquired by Messrs. Barry Portnoy and Adam Portnoy.

JENNIFER B. CLARK (age 48) joined RMR in 1999 as a Vice President; she became a Senior Vice President in 2006 and an Executive Vice President and General Counsel in 2008. Ms. Clark served as a Senior Vice President of HRP responsible for all leasing activity by HRP from 1999 to 2008. Ms. Clark also serves as Secretary of GOV, HRP, HPT, SNH and TravelCenters, as an Assistant Secretary of FVE and as Secretary and Chief Legal Officer of RMR Advisors and of each of the RMR Funds. Prior to 1999, Ms. Clark was a partner in the law firm of Sullivan & Worcester LLP.

DAVID J. HEGARTY (age 53) has been an executive officer of RMR since 1987 and currently is an Executive Vice President and director of RMR. Mr. Hegarty has also been President and Chief Operating Officer of SNH since 1999. Mr. Hegarty is a certified public accountant.

MARK L. KLEIFGES (age 49) has been an Executive Vice President of RMR since 2008 and was Senior Vice President prior to that time since 2002. Mr. Kleifges has also been Treasurer and Chief Financial Officer of HPT since 2002. Mr. Kleifges was a Vice President of RMR Advisors from 2003 to 2004 and since 2004 has been its Treasurer. He also serves as Treasurer of each of the RMR Funds. Mr. Kleifges is a certified public accountant.

JOHN G. MURRAY (age 49) has been Executive Vice President of RMR since 1993 and has served in various capacities with RMR and its affiliates since 1993. Mr. Murray has also been President and Chief Operating Officer of HPT since March 1996.

THOMAS M. O'BRIEN (age 42) has been an Executive Vice President of RMR since 2008 and was a Senior Vice President of RMR since 2006 and a Vice President since 1996. In addition, Mr. O'Brien has served as Managing Director of TravelCenters since October 2006 and as President and Chief Executive Officer of TravelCenters since February 2007. Since July 2007, Mr. O'Brien has served as a director of VirnetX Holding Corporation, a publicly traded company engaged in developing communications technologies. Mr. O'Brien was the President and a Director of RMR Advisors from 2002 until May 2007 and President of each of the RMR Funds, except for RMR Asia Real Estate Fund, RMR Dividend Capture Fund and RMR Funds Series Trust, since their respective foundings beginning in 2002 until

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May 2007. From 2002 through 2003, Mr. O'Brien served as Executive Vice President of HPT, where he had previously served as Treasurer and Chief Financial Officer since 1996.

JOHN C. POPEO (age 49) has been Treasurer of RMR since 1997, Executive Vice President of RMR since 2008, Senior Vice President since 2006, and was Vice President from 1999 to 2006. Mr. Popeo has also been the Treasurer and Chief Financial Officer of HRP since 1997. Mr. Popeo was Vice President of RMR Advisors from 2004 until 2009, and was RMR Advisor's Treasurer from 2002 to 2004. Mr. Popeo was Vice President of RMR Advisors and each of the RMR Funds since their respective formation until 2009. Mr. Popeo is a certified public accountant.

ETHAN S. BORNSTEIN (age 36) has been a Senior Vice President of RMR since 2006 and was a Vice President prior to that time since 2002. Mr. Bornstein has also been Senior Vice President of HPT since 2007 and was Vice President of HPT prior to that time since 1999. Mr. Bornstein's wife is the daughter of Mr. Barry Portnoy and the sister of Mr. Adam Portnoy.

RICHARD A. DOYLE, JR. (age 41) has been an employee of RMR since November 2006 and currently is a Senior Vice President of RMR. Mr. Doyle has also been Treasurer and Chief Financial Officer of SNH since March 2007. From May 2005 to November 2006, Mr. Doyle was the Director of Financial Reporting of FVE. Mr. Doyle was a finance officer of Sun Life Financial Inc. from January 1999 until May 2005. Mr. Doyle is a certified public accountant.

PAUL V. HOAGLAND (age 57) has been a Senior Vice President of RMR since December 2009. Mr. Hoagland has been appointed as the Treasurer and Chief Financial Officer of FVE, effective January 1, 2010. From 2001 to 2008, Mr. Hoagland was employed by Friendly's Corporation, a company which owns, operates and franchises restaurants and also is engaged in manufacturing and wholesale sales of food products. Friendly's was publicly owned until it was acquired by private equity investors in 2007. Mr. Hoagland was Executive Vice President of Administration, Chief Financial Officer and Treasurer of Friendly's from 2003 to 2008, and previously served as Senior Vice President, Chief Financial Officer and Treasurer from 2001 to 2003.

DAVID M. LEPORE (age 49) has been a Senior Vice President of RMR since 2006 and President of RMR's Property Management Division since 2008, and was a Vice President prior to that time. Mr. Lepore has also been Senior Vice President of HRP since 1998 and Chief Operating Officer since 2008. Mr. Lepore is a member of the Building Owners and Managers Association, the National Association of Industrial and Office Properties and is a certified real property administrator. Mr. Lepore is primarily responsible for the day to day operations of all properties managed by RMR, including property owned by us.

BRUCE J. MACKEY, JR. (age 39) has been a Senior Vice President of RMR since 2006, was Vice President prior to that time since 2001 and has served in various capacities for RMR and its affiliates before 2001. In addition, Mr. Mackey has been the President and Chief Executive Officer of FVE since May 2008. Prior to that time, Mr. Mackey was the Treasurer and Chief Financial Officer of FVE since 2001. Mr. Mackey is a certified public accountant.

JOHN A. MANNIX (age 53) has been a Senior Vice President of RMR since 2006, was Vice President prior to that time and has served in various capacities with RMR and its affiliates since 1989. In addition, Mr. Mannix has been President of HRP since 1999 and Chief Investment Officer since 2008. Mr. Mannix also served as Chief Operating Officer of HRP between 1999 and 2008. Mr. Mannix is a member of the Urban Land Institute, the Greater Boston Real Estate Board's Real Estate Finance Association and the National Association of Industrial and Office Parks. Mr. Mannix is primarily responsible for overseeing acquisitions of all properties managed by RMR, including property acquired by us.

ANDREW J. REBHOLZ (age 44) has been a Senior Vice President of RMR since November 2007. Mr. Rebholz has also served as Chief Financial Officer, Treasurer and Executive Vice President of

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TravelCenters since November 2007. Previously, Mr. Rebholz served as TravelCenters' Senior Vice President and Controller since January 2007. Prior to that time, he served as Vice President and Controller of TravelCenters of America, Inc. since 2002 and as Corporate Controller prior to that since 1997.

WILLIAM J. SHEEHAN (age 64) is our Director of Internal Audit. Mr. Sheehan joined RMR in 2003 and became the Director of Internal Audit for HRP, HPT and SNH, FVE and TravelCenters at that time or when each of those companies was subsequently created. Mr. Sheehan also serves as Chief Compliance Officer and Director of Internal Audit for RMR Advisors and each of the RMR Funds. Prior to joining RMR and its affiliates, Mr. Sheehan was Executive Vice President at Ian Schrager Hotels, LLC, Vice Chairman of Omni Hotels Corporation and a partner in Arthur Andersen & Co., an international accounting firm.

Our Management Agreements with RMR

Upon completion of our IPO, we entered into two management agreements with RMR: a business management agreement and a property management agreement. The following is a summary of our management agreements with RMR. Although it is a summary of the material terms, it does not contain all the information that may be important to you. If you would like more information, you should read our entire business management agreement and property management agreement, which are filed as exhibits to the registration statement of which this prospectus is a part.

Under our business management agreement, RMR is required to use its reasonable best efforts to present us with a continuing and suitable real estate investment program consistent with our real estate investment policies and objectives. Subject to its duty of overall management and supervision, our Board of Trustees has delegated to RMR the power and responsibility to:

•: provide research and economic and statistical data in connection with our real estate investments and recommend changes in our real estate investment policies when appropriate;
•: investigate, evaluate and negotiate contracts for the investment in, or the acquisition or disposition of, real estate and related interests, financing and refinancing opportunities and make recommendations concerning specific real estate investments to our trustees;
•: investigate, evaluate and negotiate the prosecution and negotiation of any of our claims in connection with our real estate investments;
•: administer bookkeeping and accounting functions as required for our management and operation, contract for audits and prepare or cause to be prepared reports required by any governmental authority in connection with the ordinary conduct of our business;
•: advise and assist in the preparation of all offering documents, and all registration statements, prospectuses or other documents filed with the SEC or any state;
•: retain counsel, consultants and other third party professionals on our behalf;
•: provide internal audit services;
•: advise and assist with our risk management and oversight function;
•: advise and assist us with respect to our public relations, preparation of marketing materials, Internet website and investor relations services;
•: provide office space, office equipment and the use of accounting or computing equipment when required; and
•: provide personnel necessary for the performance of the foregoing services.

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Under our property management agreement, RMR is required to act as managing agent for our properties and devote such time, attention and effort as may be appropriate to operate and manage our properties in a diligent, orderly and efficient manner. Subject to its duty of overall management and supervision, our Board of Trustees has delegated to RMR the power and responsibility to:

•: administer our day to day operations including the leasing of our properties and relations with our tenants;
•: monitor our real property as would be done by a prudent owner;
•: monitor all third party services provided to us as would be done by a prudent owner;
•: arrange for day to day operations of our properties, including heating, air conditioning, lighting, cleaning and other services;
•: arrange for third party contractors to maintain our properties and their operating systems in good order and repair, when appropriate;
•: obtain and maintain insurance on our properties;
•: institute or defend, at our direction, any and all legal actions or proceedings relating to the operation of our properties; and
•: provide personnel necessary for the performance of the foregoing services.

In performing its services under the business management agreement and the property management agreement, RMR assumes no responsibility other than to render the services described in the business management agreement and the property management agreement in good faith and will not be responsible for any action of our Board of Trustees in following or declining to follow any advice or recommendation of RMR. In addition, we have agreed to indemnify RMR, its shareholders, directors, officers, employees and affiliates against liabilities relating to acts or omissions of RMR undertaken on our behalf.

The initial terms of our management agreements with RMR expire on December 31, 2010. Renewals or extensions of our management agreements with RMR will be subject to the periodic approval of our Compensation Committee, which is composed entirely of Independent Trustees. Our management agreements with RMR are terminable by either party, without penalty, upon 60 days' notice pursuant to a majority vote of our Compensation Committee or a majority vote of RMR's directors. In addition, RMR is able to terminate the management agreements with us if we experience a change in control. Our management agreements with RMR provide that the parties may require that disputes, as characterized under those agreements, be subject to mandatory arbitration in accordance with procedures provided in our management agreements.

Under our business management agreement, RMR has agreed not to provide management services to any other business which is principally engaged in owning properties which are majority leased to government tenants, without the consent of a majority of our Independent Trustees.

Our business management agreement provides for (1) an annual base fee, payable monthly and reconciled annually, and (2) an annual incentive fee. The annual amount of the business management base fee is equal to the sum of (a) 0.5% of the historical cost to HRP of any properties transferred to us by HRP and (b) 0.7% of our cost of any properties we acquire up to and including $250 million, plus 0.5% of our cost of any additional properties in excess of $250 million. The annual incentive fee will be calculated on the basis of any annual increases in the amount of FFO Per Share (as defined in our business management agreement). RMR will not be eligible to receive an incentive fee for the year ending December 31, 2009. Beginning with the year ending December 31, 2010, the annual amount of any incentive fee that RMR will be entitled to receive will be equal to 15% of any increase in FFO Per Share for such year over FFO Per Share in the prior year, multiplied by the weighted average number of Shares outstanding during the year to which the fee applies calculated on a fully diluted basis; provided, however, the incentive fee for any

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year will not exceed $0.02 per Share multiplied by such weighted average number of Shares outstanding on a fully diluted basis. Upon termination of our business management agreement, RMR will be entitled to a pro rata portion of the incentive fee for the then current year. The term "FFO Per Share" is defined in our business management agreement, for a given year, as (1) our consolidated net income, computed in accordance with GAAP, excluding gain or loss on sale of properties, acquisition costs and extraordinary items, depreciation, amortization, impairment charges and other non-cash items, including our pro rata share of the FFO for such year of (A) any unconsolidated subsidiary and (B) any entity for which we account by the equity method of accounting, with such resulting net income amount reduced by, if applicable, the amount of any preferred shares dividends declared or otherwise payable (without duplication) during such fiscal year, determined for these purposes as of the date any such preferred shares dividend amounts are accrued by us in accordance with GAAP, divided by (2) the weighted average number of our Shares outstanding on a fully diluted basis during such year. For purposes of calculating any incentive fee for the year ending December 31, 2010, our 2009 FFO Per Share will be calculated based on annualized figures for the period beginning on the completion of our IPO and ending on December 31, 2009 divided by the weighted average number of Shares outstanding on a fully diluted basis during such period. Any incentive fees earned by RMR will be paid in Shares.

Our property management agreement provides for (1) a management fee equal to 3% of the gross rents we collect from tenants, payable monthly in arrears and reconciled annually, and (2) a construction supervision fee equal to 5% of any construction, renovation or repair activities at our properties during the term of our property management agreement, other than ordinary maintenance and repair done by maintenance staff, payable periodically as agreed to by us and RMR.

We are generally responsible for all of our expenses and all expenses incurred by RMR on our behalf. We are not responsible for payment of RMR's employment, office or administration expenses, except for our pro rata portion of the employment and related expenses of RMR employees who provide on-site property management services and of the staff employed by RMR who conduct our internal audit.

On a pro forma basis, as if our recent and pending acquisitions were acquired on January 1, 2009, the annualized business management base fee payable by us to RMR would be approximately $3.4 million and the annualized property management fee payable by us to RMR would be $2.7 million. The amount of fees payable by us to RMR will increase if we borrow additional funds and use such funds to acquire new properties. For example, for every $1 million we borrow and invest in property acquisitions, RMR will earn an additional $7,000 per annum in business management fees with respect to properties acquired since our IPO up to and including $250 million in aggregate cost (and an additional $5,000 per annum with respect to additional properties acquired in excess of $250 million in aggregate cost) and an increase in property management fees equal to 3% of the additional rent resulting from such acquisitions (assuming no construction supervision fees). The fees we pay RMR under our management agreements are based in part upon the historical cost (including acquisition costs) of our investments (including acquisition costs) which at any time may be more or less than the fair market value thereof, the gross rents we collect from tenants and the cost of construction we incur at our properties which is supervised by RMR. These fee arrangements could encourage RMR to advocate acquisitions of properties, to undertake unnecessary construction activities or to overpay for acquisitions or construction, or may encourage RMR to discourage sales of properties by us; but we do not believe that they will do so.

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fee and property management fee that we pay to RMR with respect to the properties contributed to us by HRP will not exceed the corresponding fees that HRP would have paid to RMR with respect to such properties had we remained wholly owned by HRP. Accordingly, RMR will not receive any increase in the business management base fee or the property management fee as a result of the transfer to us of properties by HRP. Additionally, the incentive fee that RMR will be eligible to receive from us for the year ending December 31, 2010 will be substantially similar in structure to the incentive fee that HRP currently pays to RMR, but with a maximum amount of $0.02 per Share. As a separate publicly traded company, we may be able to increase our investments in properties that are majority leased to government tenants more quickly than HRP might be able to increase such investments and, as we increase our investments, RMR's fees will increase. HRP does not pay RMR, and we will not pay RMR, any acquisition, leasing, disposition or financing fees.

Under our management agreements with RMR we acknowledge that RMR manages other businesses, including HRP, SNH, HPT, TravelCenters and FVE, and will not be required to present us with opportunities to invest in properties that are primarily of a type that are within the investment focus of another business now or in the future managed by RMR. As a result, while we are managed by RMR, we have limited ability to invest in properties other than properties that are majority leased to government tenants. Under our business management agreement, RMR has agreed not to present other businesses that it now or in the future manages with opportunities to invest in properties that are majority leased to government tenants unless our Independent Trustees have determined not to invest in the opportunity.

We do not have any employees or administrative offices separate from RMR. Services that might otherwise be provided by employees are provided to us by employees of RMR. Similarly, office space is provided to us by RMR. Although we do not expect to have significant general and administrative operating expenses in addition to fees payable to RMR, we are required to pay various other expenses relating to our activities, including the costs and expenses of investigating, acquiring, owning and disposing of our real estate interests (including third party property diligence costs, appraisal, reporting, audit and legal fees), our costs of borrowing money, our costs of securities listing, transfer, registration and compliance with reporting requirements and our costs of third party professional services, including legal and accounting fees. The RMR director of internal audit will report directly to our Audit Committee which is wholly composed of Independent Trustees, his compensation is approved by our Compensation Committee and our allocable cost of the RMR internal audit function is approved by our Independent Trustees and reimbursed by us to RMR. Also, we pay the cash fees of our Independent Trustees, the expenses of all of our trustees and the cost of Shares issued to our trustees and others pursuant to the Plan and any other equity compensation plans we may adopt. Although any equity awards made by us to our Managing Trustees or other employees of RMR are awarded to the individual trustee or employee, such awards may be perceived by our investors as the functional equivalent of additional compensation paid by us to RMR.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Our Relationship and Transaction Agreement with HRP

Upon completion of our IPO, we became a separate publicly held company. HRP currently owns approximately 46.3% of our outstanding Shares. HRP's percentage ownership will decrease to 35.6% as a result of this offering (34.4% if the underwriters exercise in full their over-allotment option), and we expect that over time, HRP's percentage ownership of our Shares will further decrease. HRP invested $5 million in us at the time of our formation, and we issued 9,950,000 of our Shares to HRP. On April 24, 2009, HRP contributed the properties that we owned at the time of our IPO to one of our subsidiaries and we entered into a secured revolving credit facility with Bank of America, N.A. and a syndicate of other lenders, borrowed $250 million thereunder and distributed those funds to HRP. On April 24, 2009, HRP also contributed approximately $1.8 million to us to pay loan closing costs and advanced approximately $6 million on our behalf to pay certain expenses associated with our IPO that we reimbursed to HRP following completion of our IPO. Accordingly, upon completion of our IPO, HRP received $250 million and retained 9,950,000 Shares. Morgan Stanley Bank, N.A., an affiliate of Morgan Stanley & Co. Incorporated, is a lender under our secured revolving credit facility and will receive a pro rata portion of the net proceeds from this offering used to reduce the amount outstanding under our secured revolving credit facility.

To govern our separation from and relationship with HRP, we entered into the transaction agreement upon completion of our IPO. The following is a summary of the transaction agreement. Although it is a summary of the material terms, the following does not contain all the information that may be important to you. If you would like more information, you should read the entire transaction agreement, which has been filed as an exhibit to the registration statement of which this prospectus is a part.

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The assets and liabilities of our properties upon completion of our IPO were settled between us and HRP so that HRP retained all pre-closing assets and liabilities and we retained all post-closing assets and liabilities.

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We have agreed to indemnify HRP with respect to any liability relating to any property contributed to us in connection with our IPO, including any liability which relates to periods prior to our formation.

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We and HRP agreed that, so long as: (a) HRP owns in excess of 10% of our outstanding Shares; (b) we and HRP engage the same manager; or (c) we and HRP have one or more common managing trustees; then

•: HRP will not acquire ownership (including fee interests, leaseholds, joint ventures, mortgages or other real estate interests) of properties which are majority leased to government tenants, unless a majority of our Independent Trustees who are not also trustees of HRP have determined not to make the acquisition;
•: we will not acquire ownership (including fee interests, leaseholds, joint ventures, mortgages or other real estate interests) of office or industrial properties which are not majority leased to government tenants, unless a majority of HRP's Independent Trustees who are not also our trustees have determined not to make the acquisition; and
•: the determination of whether a property is majority leased to government tenants will be determined by rentable square footage.

These provisions do not apply to any investments held or committed to by HRP or us at the time of our IPO. In addition, these provisions do not prevent us from continuing to own and lease our current properties or properties otherwise acquired by us that cease to be majority leased to government tenants following the expiration or termination of government tenancies in effect at the time of the contribution of

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our properties owned by us at the time of our IPO by HRP or such acquisition; and, these provisions do not prevent HRP from leasing its current or future properties to government tenants.

•: HRP granted us a right of first refusal to acquire any property owned by HRP that HRP determines to divest if the property is then majority leased to government tenants. Currently, 18 properties owned by HRP, with approximately 2.2 million rentable square feet, are majority leased to government tenants. This right of first refusal also applies to an indirect divestment of such properties, including through a change of control of HRP. This right of first refusal will terminate if (a) HRP ceases to own more than 10% of our outstanding Shares, (b) we and HRP do not engage the same manager and (c) we and HRP do not have any common managing trustees. The purchase price for the acquisition of a property upon our exercise of this right of first refusal will be determined by negotiation between our Independent Trustees and the Independent Trustees of HRP (not including persons who are trustees of both us and HRP) after delivery by HRP to us of a written notice of sale that includes HRP's offer price. If no price is agreed, HRP may sell the property to another buyer at not less than 95% of the offer price set forth in HRP's notice to us. In the event the right of first refusal is triggered by a change of control, the price for each property subject to the right of first refusal will be the fair market value thereof as determined by the agreement of our Independent Trustees and the Independent Trustees of HRP (not including persons who are trustees of both us and HRP) or, if no such agreement is reached, by appraisal.
•: We and HRP will cooperate to enforce the ownership limitations in our and its respective declarations of trust as may be appropriate to qualify for and maintain REIT tax status and otherwise to promote our respective orderly governance.
•: We and HRP will cooperate to file future tax returns including appropriate allocations of taxable income, expenses and other tax attributes.

Our Relationship and Management Agreements with RMR

RMR is the manager of HRP, HPT and SNH and provides management services to other public and private companies, including FVE and TravelCenters. For more information, see "Management" and "Manager." Our Bylaws require that a certain number of our trustees be "Managing Trustees," meaning a trustee who has been an employee, officer or director of our manager or involved in our day to day activities for at least one year prior to his or her election. For more information, see "Material Provisions of Maryland Law and of Our Declaration of Trust and Bylaws—Trustees."

Upon completion of our IPO, we entered into a business management agreement and a property management agreement with RMR. On a pro forma basis, as if our recent and pending acquisitions were acquired on January 1, 2009, the annualized business management base fee payable by us to RMR would have been approximately $3.4 million and the annualized property management fee payable by us to RMR would have been $2.7 million. The amount of fees payable by us to RMR will increase if we borrow additional funds and use such funds to acquire new properties. The fees we pay RMR under our management agreements with RMR are based in part upon the historical cost of our investments (including acquisition costs) which at any time may be more or less than the fair market value thereof, the gross rents we collect from tenants and the cost of construction we incur at our properties which is supervised by RMR. These fee arrangements could encourage RMR to advocate acquisitions of properties, to undertake unnecessary construction activities or to overpay for acquisitions or construction, or may encourage RMR to discourage sales of properties by us; but we do not believe they will do so.

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agreement also incorporates changes relating to the determination of business management base fees and incentive fees payable by HRP to RMR in light of recent accounting standard changes so that the fees continue to be calculated consistent with historical practices. The business management base fee and property management fee that we pay to RMR with respect to the properties contributed to us by HRP will not exceed the corresponding fees that HRP would have paid to RMR with respect to such properties had we remained wholly owned by HRP. Accordingly, RMR will not receive any increase in the business management base fee or the property management fee as a result of the transfer to us of any properties by HRP. Additionally, the incentive fee that RMR will be eligible to receive from us for the year ending on December 31, 2010 will be substantially similar in structure to the incentive fee that HRP currently pays to RMR, but with a maximum amount of $0.02 per Share. In addition to the fees payable by us to RMR, we expect to reimburse RMR for the internal audit costs allocable to us as approved by our Independent Trustees, and we are generally responsible to pay all of our expenses and all expenses incurred by RMR on our behalf, except for certain employee, office and administrative expenses.

Under our management agreements with RMR, we acknowledge that RMR manages other businesses, including HRP, SNH, HPT, TravelCenters and FVE, and will not be required to present us with opportunities to invest in properties that are primarily of a type that are within the investment focus of another business now or in the future managed by RMR. As a result, while we are managed by RMR, we will have limited ability to invest in properties other than properties that are majority leased to government tenants. Under our business management agreement, RMR has agreed not to present other businesses that it now or in the future manages with opportunities to invest in properties that are majority leased to government tenants unless our Independent Trustees have determined not to invest in the opportunity. These agreements do not necessarily restrict our ability, or the ability of other businesses managed by RMR, to lease properties to any particular tenant, and, as a result, we may compete with other businesses managed by RMR for tenants. RMR has discretion to decide which businesses, if any, to present property investment opportunities which are not primarily of a type that are within the investment focus of any of the businesses that it manages. For a description of our management agreements with RMR and the relationship between us and RMR as a result of our management agreements, see "Manager—Our Management Agreements with RMR."

Our Relationship with Other Entities Managed by RMR

In the future, we may engage in transactions with other entities managed by RMR, including, but not limited to, HRP, SNH, HPT, TravelCenters and FVE. Such transactions may create conflicts of interest. If such transactions are proposed, our general policy will be to establish a special committee comprised of our Independent Trustees who are not affiliated with such other entity to negotiate and approve such transactions.

Affiliates Insurance Company

On December 16, 2009, we entered into a subscription agreement, or the AIC Subscription Agreement, with AIC. Pursuant to the AIC Subscription Agreement, we purchased 20,000 shares of common stock, par value of $10.00 per share, of AIC at an aggregate purchase price of $5.1 million.

Concurrently with the execution and delivery of the AIC Subscription Agreement, on December 16, 2009, we entered into an amended and restated shareholders agreement, or the AIC Shareholders Agreement, with AIC, FVE, HPT, HRP, SNH, TravelCenters, and RMR. Previously, pursuant to the previous version of the AIC Shareholders Agreement, each of FVE, HPT, HRP, SNH, TravelCenters and RMR purchased from AIC 20,000 shares. With respect to AIC, we refer to ourselves, FVE, HPT, HRP, SNH, TravelCenters and RMR, collectively, as the AIC Shareholders. The AIC Shareholders comprise all the shareholders of AIC and each AIC Shareholder currently owns approximately 14.3% of the outstanding shares of common stock of AIC.

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AIC has been formed and licensed to provide insurance and risk management services, including to the AIC Shareholders and their subsidiaries. By participating in this insurance business with the AIC Shareholders, we may benefit financially by possibly reducing insurance expenses and/or by having our pro rata share of profits realized by this insurance business. However, AIC has not yet commenced providing insurance or risk management services to any party, including us.

Board Representation

The AIC Shareholders Agreement provides that for so long as an AIC Shareholder (other than RMR) owns not less than 10% of the issued and outstanding AIC shares, such AIC Shareholder has the right to designate two directors for election to the board of directors of AIC and that so long as RMR owns not less than 10% of the issued and outstanding AIC shares, RMR has the right to designate three directors for election to the board of directors of AIC, including one director who is a resident of Indiana. The board of directors of AIC is currently composed of 13 directors.

Transfer Restrictions, Preemptive Rights and Call Options

Subject to certain exceptions, the AIC Shareholders Agreement prohibits the AIC Shareholders from transferring AIC shares. Under the AIC Shareholders Agreement, the AIC Shareholders have rights to participate in future securities offerings by AIC in proportion to their AIC share ownership.

In addition, under the AIC Shareholders Agreement, if an AIC Shareholder undergoes a change of control (as defined in the AIC Shareholders Agreement), AIC will have, for a specified period of time, a right to repurchase the securities of AIC owned by that AIC Shareholder. Any AIC securities not acquired by AIC may, for a specified period of time, be purchased by the AIC Shareholders which did not undergo a change of control in proportion to their AIC share ownership.

Special Shareholder Approval Requirements

The AIC Shareholders Agreement prohibits AIC from taking certain actions unless AIC Shareholders owning 75% of the AIC shares owned by all AIC Shareholders approve of such action in advance. Those actions include:

•: any amendment to the articles of incorporation or bylaws of AIC;
•: any merger of AIC;
•: the sale of all or substantially all of AIC's assets;
•: any reorganization or recapitalization of AIC; or
•: any liquidation or dissolution of AIC.

Regulatory Matters

The AIC Shareholders Agreement requires AIC to comply in all material respects with applicable laws governing its business and operations. In addition, if by virtue of an AIC Shareholder's ownership interest in AIC or actions taken by an AIC Shareholder affecting AIC, the AIC Shareholder triggers the application of any requirement or regulation on AIC or any subsidiary of AIC or any of their respective businesses, assets or operations, then the AIC Shareholders Agreement generally requires such AIC Shareholder to promptly take all actions necessary and fully cooperate with AIC to ensure that such requirements and regulations are satisfied without restricting, imposing additional obligations on or in any way limiting the business, assets, operations or prospects of AIC or any subsidiary of AIC. Also, the AIC Shareholders Agreement requires each AIC Shareholder to use best efforts to cause its shareholders, directors (or analogous position), nominees for director (or analogous position), officers, employees and agents to comply with any applicable laws impacting AIC or any of its subsidiaries or their respective

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businesses, assets or operations. Because we own more than 10% of AIC, the impact of this agreement obligates us to comply with the insurance laws of Indiana regarding certain matters.

Termination

The AIC Shareholders Agreement may be terminated at any time by AIC Shareholders owning at least 75% of the issued and outstanding AIC shares owned by all AIC Shareholders or upon the dissolution of AIC.

The foregoing description of the AIC Shareholders Agreement is not complete and is qualified in its entirety by reference to the full text of the AIC Shareholders Agreement, a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part.

In furtherance of AIC's business and operations, AIC entered into a management and administrative services agreement with RMR pursuant to which RMR provides AIC certain management and administrative services and an investment advisory agreement with RMR Advisors, an affiliate of RMR, pursuant to which RMR Advisors will act as AIC's investment adviser. The same persons who own and control RMR, including Barry Portnoy, our Managing Trustee, and Adam Portnoy, our President and Managing Trustee, own and control RMR Advisors.

Policies and Procedures Concerning Conflicts of Interest and Related Person Transactions

Our Code of Business Conduct and Ethics, or Code of Conduct, and our Governance Guidelines address the review and approval of activities, interests or relationships that interfere with, or appear to interfere with, our interests, including related person transactions. Persons subject to our Code of Conduct and Governance Guidelines are under a continuing obligation to disclose any such conflicts of interest and may pursue a transaction or relationship which involves such conflicts of interest only if the transaction or relationship has been approved as follows:

•: In the case of an executive officer or trustee, such person must seek approval from our disinterested trustees for investments, related person transactions (involving a direct or indirect material interest) and other transactions or relationships which such person would like to pursue and which may otherwise constitute a conflict of interest or other action falling outside the scope of permissible activities under our Code of Conduct or Governance Guidelines. If there are no disinterested trustees, the transaction shall be reviewed, authorized and approved or ratified by both the affirmative vote of a majority of our entire Board of Trustees and the affirmative vote of a majority of our Independent Trustees. In determining whether to approve or ratify a transaction, our Board of Trustees, disinterested trustees or Independent Trustees, as the case may be, shall act in accordance with any applicable provisions of our Declaration of Trust, shall consider all of the relevant facts and circumstances, and shall approve only those transactions that are fair and reasonable to us.
•: In the case of RMR employees (other than our trustees and executive officers) subject to our Code of Conduct, the employee must seek approval from an executive officer who has no interest in the matter for which approval is being requested.

The following is a summary of provisions of our Declaration of Trust, affecting certain transactions with related persons. Because it is a summary of the material terms, it does not contain all the information that may be important to you. If you would like more information, you should read our Declaration of Trust, which has been filed as an exhibit to the registration statement of which this prospectus is a part. Under our Declaration of Trust:

•: Each of our trustees, officers, employees and agents may, in his or her personal capacity or otherwise, have business interests and engage in business activities similar to or in addition to those relating to us, which interests and activities may be similar to and competitive with ours and may

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include the acquisition, syndication, holding, management, development, operation or disposition, for his own account, or for the account of others, of interests in mortgages, interests in real property, or interests in persons engaged in the real estate business.

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Each of our trustees, officers, employees and agents is free of any obligation to present to us any investment opportunity which comes to him or her in any capacity other than solely as our trustee, officer, employee or agent even if such opportunity is of a character which, if presented to us, could be taken by us.

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Each of our trustees, officers, employees or agents may be interested as a trustee, officer, director, shareholder, partner, member, advisor or employee of, or otherwise have a direct or indirect interest in, any person who may be engaged to render advice or services to us, and may receive compensation from such person as well as compensation from us as a trustee, officer, employee or agent or otherwise.

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None of the above mentioned activities will be deemed to conflict with an individual's duties and powers as our trustee, officer, employee or agent.

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We may enter into any contract or transaction of any kind, whether or not any of our trustees, officers, employees or agents has a financial interest in such transaction, with any person, including any of our trustees, officers, employees or agents or any person affiliated with one of our trustees, officers, employees or agents or in which one of our trustees, officers, employees or agents has a material financial interest.

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To the extent permitted by Maryland law, a contract or other transaction between us and any of our trustees or between us and RMR or any other entity in which any of our trustees is a director or trustee or has a material financial interest shall not be void or voidable if:

•: The fact of the common directorship, trusteeship or interest is disclosed or known to our Board of Trustees or a proper committee thereof, and our Board of Trustees or such committee authorizes, approves or ratifies the contract or transaction by the affirmative vote of a majority of disinterested trustees, even if the disinterested trustees constitute less than a quorum, or, if there are no disinterested trustees, then the approval shall be by majority vote of our entire Board of Trustees and by majority vote of our Independent Trustees;
•: The fact of the common directorship, trusteeship or interest is disclosed or known to our shareholders entitled to vote, and the contract or transaction is authorized, approved, or ratified by a majority of the votes cast by our shareholders entitled to vote other than the votes of shares owned of record or beneficially by the interested trustee, corporation, trust, firm or other entity; or
•: The contract or transaction is fair and reasonable to us.

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The failure of a contract or other transaction between us and any of our trustees or between us and RMR or any other corporation, trust, firm, or other entity in which any of our trustees is a director or trustee or has a material financial interest to satisfy the criteria set forth above will not create any presumption that such contract or other transaction is void, voidable or otherwise invalid, and any such contract or other transaction shall be valid to the fullest extent permitted by Maryland law.

The application of the foregoing provisions of our Declaration of Trust may be limited by general legal principles applicable to self dealing by trustees, interested trustee transactions and corporate opportunities.

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PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding the beneficial ownership of our Shares (which currently constitute and immediately following completion of this offering will constitute the only class of our outstanding shares of beneficial interest) by (1) each person who beneficially owns, directly or indirectly, more than 5% of the outstanding Shares, (2) each of our trustees and executive officers and (3) all of our trustees and executive officers as a group. Unless otherwise indicated, each person or entity named below has sole voting and investment power with respect to all Shares shown to be beneficially owned by such person or entity, subject to the matters set forth in the notes to the table below.

	Beneficial ownership prior to this offering					Beneficial ownership after this offering ⁽²⁾

Name and Address ⁽¹⁾	Number of Shares		Percent			Number of Shares		Percent
Beneficial Owners of More than 5% of our Shares
HRPT Properties Trust		9,950,000		46.3	%		9,950,000		35.6	%
Trustees, Nominees and Executive Officers
Barry M. Portnoy ⁽³⁾		9,951,250		46.3	%		9,951,250		35.6	%
Adam D. Portnoy ⁽³⁾