FORM OF AUCTION AGENCY AGREEMENT dated as of , 2008 Relating to Series F Auction Preferred Shares of RMR DIVIDEND CAPTURE FUNDAuction Agency Agreement • January 29th, 2008 • RMR Dividend Capture Fund • New York
CUSTODIAN AGREEMENTCustodian Agreement • December 17th, 2007 • RMR Dividend Capture Fund • Massachusetts
RMR DIVIDEND CAPTURE FUND AGREEMENT AND DECLARATION OF TRUST June 14, 2007Agreement and Declaration of Trust • June 15th, 2007 • RMR Dividend Capture Fund • Massachusetts
THIS AGREEMENT AND DECLARATION OF TRUST is made this 14th day of June, 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 DIVIDEND CAPTURE FUND Series F Auction Preferred Shares ($0.0001 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • January 29th, 2008 • RMR Dividend Capture Fund
Each of RMR Dividend Capture 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, the sole underwriter (the "Underwriter"), with respect to the issue and sale by the Company and the purchase by the Underwriter of an aggregate of 400 shares (the "Shares") of the Company's Series F Auction Preferred Shares, $0.0001 par value per share, with a liquidation preference of $25,000 per share ("Auction Preferred").
FORM OF INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • October 19th, 2007 • RMR Dividend Capture Fund • Massachusetts
INVESTMENT ADVISORY AGREEMENT dated July 12, 2007, between RMR Dividend Capture Fund (the "Fund"), a Massachusetts business trust, and RMR Advisors, Inc. (the "Advisor"), a Massachusetts corporation.
FORM OF AMENDED AND RESTATED BYLAWS OF RMR DIVIDEND CAPTURE FUND (Dated as of , 2008) ARTICLE I AGREEMENT AND DECLARATION OF TRUST AND PRINCIPAL OFFICERMR Dividend Capture Fund • January 29th, 2008 • London
Notwithstanding any other provision contained above, for purposes of determining whether a Fitch Eligible Asset falls within a specific Fitch Loan Category, to the extent that any Fitch Eligible Asset would fall within more than one of the Fitch Loan Categories, such Fitch Eligible Asset shall be deemed to fall into the Fitch Loan Category with the lowest applicable Fitch Discount Factor.
AMENDED MARKETING AND SALES AGREEMENTMarketing and Sales Agreement • December 17th, 2007 • RMR Dividend Capture Fund • Delaware
THIS MARKETING AND SALES AGREEMENT (the "Agreement") dated as of October 15, 2007 (the "Effective Date"), as amended November 23, 2007 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"). FFS and FAN are sometimes referred to herein collectively as "Foreside".
BYLAWS OF RMR DIVIDEND CAPTURE FUND (Dated as of June 14, 2007)RMR Dividend Capture Fund • June 15th, 2007 • RMR Dividend Capture Fund
LEAD MANAGING UNDERWRITER STRUCTURING FEE AGREEMENTLead Managing Underwriter • December 17th, 2007 • RMR Dividend Capture Fund • New York
Reference is made to the Equity Underwriting Agreement dated the date hereof (the "Underwriting Agreement"), by and among RMR Dividend Capture Fund, a Massachusetts business trust (the "Fund"), RMR Advisors, Inc., a Massachusetts corporation (the "Advisor"), and each of the respective Underwriters named therein, with respect to the issue and sale of the Fund's Common Shares of Beneficial Interest, $0.001 par value (the "Common Shares"), as described therein (the "Offering"). Reference is also made to (i) the Investment Advisory Agreement dated July 12, 2007 (the "Advisory Agreement") entered into between the Advisor and the Fund, and (ii) the registration statement on Form N-2 (File Nos. 333-143783 and 811-22079) regarding the Common Shares of the Fund (the "Registration Statement"). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
RMR DIVIDEND CAPTURE 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 Dividend Capture Fund dated as of June 14, 2007. Article IV, Section 1...Agreement and Declaration • February 29th, 2008 • RMR Dividend Capture Fund
SUB-ADMINISTRATION AGREEMENTSub-Administration Agreement • December 17th, 2007 • RMR Dividend Capture Fund • Massachusetts
Agreement dated as of November 16, 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").
THE BANK OF NEW YORK, as Auction AgentBroker-Dealer Agreement • January 29th, 2008 • RMR Dividend Capture Fund • New York
RMR DIVIDEND CAPTURE FUND SUBSCRIPTION AGREEMENT June 14, 2007Subscription Agreement • June 15th, 2007 • RMR Dividend Capture 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 Dividend Capture 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.
TRANSFER AGENT SERVICES AGREEMENTTransfer Agent Services Agreement • December 17th, 2007 • RMR Dividend Capture Fund • Minnesota
This Transfer Agent Services Agreement ("Agreement"), dated as of November , 2007, by and between RMR Dividend Capture Fund, a business trust duly organized and existing under the laws of the Commonwealth of Massachusetts ("Trust"), and Wells Fargo Bank, National Association, a national banking association, organized under the laws of the United States of America ("Transfer Agent"), is for the purpose of performing the services described herein.
FORM OF MARKETING AND SALES AGREEMENTForm of Marketing and Sales Agreement • October 19th, 2007 • RMR Dividend Capture Fund • Delaware
THIS MARKETING AND SALES AGREEMENT (the "Agreement") dated as of , 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"). FFS and FAN are sometimes referred to herein collectively as "Foreside".
RMR DIVIDEND CAPTURE FUND SUBSCRIPTION AGREEMENT November 13, 2007RMR Dividend Capture Fund Subscription Agreement • December 17th, 2007 • RMR Dividend Capture 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 Dividend Capture Fund (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 • October 19th, 2007 • RMR Dividend Capture Fund • Massachusetts
AGREEMENT made this 12th day of July, 2007, by and between RMR Dividend Capture Fund, a Massachusetts business trust (the "Fund"), and RMR Advisors, Inc. (the "Administrator");
FORM OF SUB-ADMINISTRATION AGREEMENTForm of Sub-Administration Agreement • October 19th, 2007 • RMR Dividend Capture Fund • Massachusetts
Agreement dated as of , 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").
RMR DIVIDEND CAPTURE 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 Dividend Capture Fund dated as of June 14, 2007 (as previously...Agreement and Declaration • February 29th, 2008 • RMR Dividend Capture Fund
AMENDMENT NO. 2, dated as of February 20, 2008 to the Agreement and Declaration of Trust of the RMR Dividend Capture Fund dated as of June 14, 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 the
FORM OF ORGANIZATIONAL AND OFFERING EXPENSES REIMBURSEMENT AGREEMENTExpenses Reimbursement Agreement • October 19th, 2007 • RMR Dividend Capture Fund
Agreement made this 12th day of July, 2007, by and between RMR Dividend Capture Fund, a Massachusetts business trust (the "Fund"), and RMR Advisors, Inc., a Massachusetts corporation (the "Manager").
