RBC CAPITAL MARKETS CORPORATION FORM OF MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES) December 1, 2005Master Agreement Among Underwriters • May 22nd, 2007 • RMR Asia Real Estate Fund • New York
Shares RMR ASIA REAL ESTATE FUND Common Shares of Beneficial Interest ($0.001 Par Value) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2007 • RMR Asia Real Estate Fund • New York
Each of RMR Asia Real Estate Fund, a Massachusetts business trust (the “Company”), and its investment advisor, RMR Advisors, Inc., a Massachusetts corporation (the “Investment Advisor”), confirms its agreement with RBC Capital Markets Corporation (“RBC”), Wachovia Capital Markets, LLC (“Wachovia”) and the several underwriters (collectively with RBC and Wachovia, the “Underwriters”) named in Schedule I hereto for whom RBC and Wachovia are acting as Representatives (each, a “Representative” and together, the “Representatives”) with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of ________ shares of the Company’s Common Shares of Beneficial Interest (“Common Shares”), $0.001 par value (the “Firm Shares”) and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described below to purchase all or part of the _______ additional Common Shares (the “Op
FORM OF CUSTODIAN AGREEMENTCustodian Agreement • May 22nd, 2007 • RMR Asia Real Estate Fund • Massachusetts
MARKETING AND SALES AGREEMENTMarketing and Sales Agreement • April 26th, 2007 • RMR Asia Real Estate Fund • Massachusetts
THIS MARKETING AND SALES AGREEMENT (the "Agreement") dated as of April 23, 2007 (the "Effective Date") is by and between RMR Advisors, Inc. ("RMR"), an SEC registered investment adviser incorporated in Massachusetts, Foreside Fund Services, LLC ("FFS"), a Delaware limited liability company and Foreside Advisory Network, LLC ("FAN"), a Delaware limited liability company (collectively, the "Parties"). FAN and FFS are sometimes referred to herein collectively as "Foreside". Definitions for terms not defined herein are found in Schedule C hereto.
FORM OF INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • April 26th, 2007 • RMR Asia Real Estate Fund • Massachusetts
INVESTMENT ADVISORY AGREEMENT dated , 2007, between RMR Asia Real Estate Fund (the "Fund"), a Massachusetts business trust, and RMR Advisors, Inc. (the "Advisor"), a Massachusetts corporation.
BYLAWS OF RMR ASIA REAL ESTATE FUND (Dated as of January 18, 2007)Bylaws • January 18th, 2007 • RMR Asia Real Estate Fund
FORM OF INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • May 22nd, 2007 • RMR Asia Real Estate Fund • Massachusetts
This Investment Sub-Advisory Agreement (“Agreement”) is made as of the day of May, 2007 by and among RMR Asia Real Estate Fund, a Massachusetts business trust (the “Fund”), RMR Advisors, Inc. (the “Advisor”) and MacarthurCook Investment Managers Limited (the “Sub-Advisor”).
RMR ASIA REAL ESTATE FUND AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • January 18th, 2007 • RMR Asia Real Estate Fund • Massachusetts
THIS AGREEMENT AND DECLARATION OF TRUST is made this 18th day of January, 2007, by the Trustees hereunder and by the holder of shares of beneficial interest with the intent that it will be binding upon subsequent Trustees and upon all subsequent holders of shares of beneficial interest hereunder.
RMR ASIA REAL ESTATE FUND AMENDMENT NO. 3 TO AGREEMENT AND DECLARATION OF TRUST AMENDMENT NO. 3, dated as of August 8, 2008 to the Agreement and Declaration of Trust of the RMR Asia Real Estate Fund dated as of January 18, 2007 (as heretofore amended,...Agreement and Declaration of Trust • August 29th, 2008 • RMR Asia Real Estate Fund
AMENDMENT NO. 3, dated as of August 8, 2008 to the Agreement and Declaration of Trust of the RMR Asia Real Estate Fund dated as of January 18, 2007 (as heretofore amended, the Agreement and Declaration of Trust).Article XI, Section 2 of the Agreement and Declaration of Trust is replaced in its entirety with the following text: Section 2. Amendments by Shareholders and Trustees (a) Except as otherwise provided in Section 1 and in paragraph (b) of this Section 2, the affirmative vote of a majority of Trustees then in office and at least 75% of the Shares outstanding and entitled to vote (by class or series or in combination as may be established in the Bylaws or by the Trustees) shall be required to amend, alter, change or repeal any provision of this Declaration. (b) Notwithstanding anything to the contrary in paragraph (a) of this Section 2, if an amendment to this Declaration is approved by 75% of the Trustees then in office, no Shareholder approval will be required for that amendment
RMR ASIA REAL ESTATE FUND SUBSCRIPTION AGREEMENT May 10, 2007Subscription Agreement • May 22nd, 2007 • RMR Asia Real Estate Fund
The undersigned, RMR Advisors, Inc., hereby offers to subscribe for and purchase four thousand nine hundred and ninety nine (4,999) common shares of beneficial interest, $.001 par value per share (the “Shares”), of RMR Asia Real Estate (the “Fund”) at an aggregate price of $99,980.00, such sum to be tendered in exchange for the Shares concurrently with the execution of this Agreement.
FORM OF ADMINISTRATION AGREEMENTAdministration Agreement • April 26th, 2007 • RMR Asia Real Estate Fund • Massachusetts
AGREEMENT made this day of , 2007, by and between RMR Asia Real Estate Fund, a Massachusetts business trust (the "Fund"), and RMR Advisors, Inc. (the "Administrator");
RMR ASIA REAL ESTATE FUND AMENDMENT NO. 1 TO AGREEMENT AND DECLARATION OF TRUST AMENDMENT NO. 1, dated as of January 24, 2008 to the Agreement and Declaration of Trust of the RMR Asia Real Estate Fund dated as of January 18, 2007. Article IV, Section...Agreement and Declaration of Trust • February 29th, 2008 • RMR Asia Real Estate Fund
RMR ASIA REAL ESTATE FUND SUBSCRIPTION AGREEMENT January 18, 2007Subscription Agreement • January 18th, 2007 • RMR Asia Real Estate Fund
The undersigned, RMR Advisors, Inc., hereby offers to subscribe for and purchase one common share of beneficial interest, $.001 par value per share (the “Shares”), of RMR Asia Real Estate Fund (the “Fund”) at an aggregate price of $20.00, such sum to be tendered in exchange for the Shares concurrently with the execution of this Agreement.
FORM OF INCENTIVE FEE AGREEMENTIncentive Fee Agreement • May 22nd, 2007 • RMR Asia Real Estate Fund • New York
INCENTIVE FEE AGREEMENT (the “Agreement”), dated as of April 25, 2007, between RBC Capital Markets Corporation (“RBC”) and RMR Advisors, Inc. (“RMR”).
RMR ASIA REAL ESTATE FUND AMENDMENT NO. 2 TO AGREEMENT AND DECLARATION OF TRUST AMENDMENT NO. 2, dated as of February 20, 2008 to the Agreement and Declaration of Trust of the RMR Asia Real Estate Fund dated as of January 18, 2007 (as previously...Agreement and Declaration of Trust • February 29th, 2008 • RMR Asia Real Estate Fund
AMENDMENT NO. 2, dated as of February 20, 2008 to the Agreement and Declaration of Trust of the RMR Asia Real Estate Fund dated as of January 18, 2007 (as previously heretofore amended, the Agreement and Declaration of Trust). Article III, Section 2 of the Agreement and Declaration of Trust is replaced in its entirety with the following text: Section 2. Ownership of Shares. The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent. The Board of Trustees may, but shall not be obligated to, provide that Shares be represented by a certificate. Notwithstanding the foregoing, upon request, every Shareholder shall be entitled to have a certificate stating the number and the class and the designation of the series, if any, of the Shares held by such Shareholder, in such form as shall, in conformity to law, be prescribed from time to time by the trustees. Certificates shall be executed on behalf of the Trust by the president or a vice president and by t
FORM OF ORGANIZATIONAL AND OFFERING EXPENSES REIMBURSEMENT AGREEMENTOrganizational and Offering Expenses Reimbursement Agreement • April 26th, 2007 • RMR Asia Real Estate Fund
Agreement made this day of , 2007, by and between RMR Asia Real Estate Fund, a Massachusetts business trust (the "Fund"), and RMR Advisors, Inc., a Massachusetts corporation (the "Manager").
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • May 22nd, 2007 • RMR Asia Real Estate Fund • New York
Reference is made to the Underwriting Agreement dated May , 2007 (the “Underwriting Agreement”), by and among RMR Asia Real Estate Fund (the “Fund”), RMR Advisors, Inc. (the “Adviser”) and each of the Underwriters named therein, with respect to the issue and sale of the Fund’s Securities, as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
FORM OF SUB-ADMINISTRATION AGREEMENTSub-Administration Agreement • May 22nd, 2007 • RMR Asia Real Estate Fund • Massachusetts
Agreement dated as of February 12, 2007 by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Sub-Administrator”) and RMR Advisors, Inc., a Massachusetts corporation (the “Administrator”).
