RMR Real Estate Income Fund Sample Contracts

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AUCTION AGENCY AGREEMENT dated as of , 2009 Relating to Series M Auction Preferred Shares Series T Auction Preferred Shares Series W Auction Preferred Shares Series Th Auction Preferred Shares Series F Auction Preferred Shares of RMR REAL ESTATE...
Auction Agency Agreement • March 30th, 2009 • RMR Real Estate Income Fund • New York

This Auction Agency Agreement (this “Agreement”), dated as of , 2009, is between RMR Real Estate Income Fund (the “Fund”) and The Bank of New York, a New York banking corporation.

CUSTODIAN AGREEMENT
Custodian Agreement • March 30th, 2009 • RMR Real Estate Income Fund • Massachusetts

This Agreement between RMR REAL ESTATE INCOME FUND, a Delaware statutory trust (the “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

ADMINISTRATION AGREEMENT
Administration Agreement • March 30th, 2009 • RMR Real Estate Income Fund • Delaware

AGREEMENT made this day of [ ], 2009 by and between RMR Real Estate Income Fund, a Delaware statutory trust (the “Fund”), and RMR Advisors, Inc. (the “Administrator”);

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 30th, 2009 • RMR Real Estate Income Fund • Delaware

INVESTMENT ADVISORY AGREEMENT dated [ ], 2009, between RMR Real Estate Income Fund (the “Fund”), a Delaware statutory trust, and RMR Advisors, Inc. (the “Advisor”), a Massachusetts corporation.

AMENDED AND RESTATED BYLAWS OF RMR REAL ESTATE INCOME FUND (Dated as of June 4, 2009)
Bylaws • June 24th, 2009 • RMR Real Estate Income Fund • London
THE BANK OF NEW YORK, as Auction Agent
Broker-Dealer Agreement • March 30th, 2009 • RMR Real Estate Income Fund • New York

This Broker-Dealer Agreement dated as of , 2009, is between The Bank of New York, a New York banking corporation (the “Auction Agent”) (not in its individual capacity, but solely as agent of RMR Real Estate Income Fund (the “Fund”), pursuant to authority granted to it in the Auction Agency Agreement dated as of , 2009, between the Fund and the Auction Agent (the “Auction Agency Agreement”)), and RBC Dain Rauscher Inc. (together with its successors and assigns, “BD”).

SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • March 30th, 2009 • RMR Real Estate Income Fund • Massachusetts

Agreement dated as of March 10, 2009 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”).

FORM OF ORGANIZATIONAL AND OFFERING EXPENSES REIMBURSEMENT AGREEMENT
Organizational and Offering Expenses Reimbursement Agreement • March 30th, 2009 • RMR Real Estate Income Fund

Agreement made this day of , 2009, by and between RMR Real Estate Income Fund, a Delaware statutory trust (the “Fund”), and RMR Advisors, Inc., a Massachusetts corporation (the “Manager”).

TRANSFER AGENT SERVICES AGREEMENT
Transfer Agent Services Agreement • March 30th, 2009 • RMR Real Estate Income Fund • Minnesota

This Transfer Agent Services Agreement (“Agreement”), dated as of March 20, 2009, by and between RMR Real Estate Income Fund, a statutory trust duly organized and existing under the laws of the State of Delaware (“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.

RMR REAL ESTATE INCOME FUND AGREEMENT AND DECLARATION OF TRUST August 19, 2008
Agreement and Declaration of Trust • August 26th, 2008 • RMR Real Estate Income Fund • Delaware

THIS AGREEMENT AND DECLARATION OF TRUST is made this 19th day of August, 2008, by the undersigned (together with all other persons from time to time duly elected, qualified and serving as Trustees in accordance with the provisions of Article IV hereof) for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth.

BYLAWS OF RMR REAL ESTATE INCOME FUND (Dated as of August 19, 2008)
Bylaws • August 26th, 2008 • RMR Real Estate Income Fund • New York
RMR REAL ESTATE INCOME FUND SUBSCRIPTION AGREEMENT
Subscription Agreement • March 30th, 2009 • RMR Real Estate Income Fund
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