RMR ASIA PACIFIC REAL ESTATE FUND
AMENDMENT NO. 3 TO AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
AMENDMENT NO. 3, dated as of August 8, 2008 to the Amended and
Restated Agreement and Declaration of Trust of the RMR Asia Pacific
Real Estate Fund dated as of April 18, 2006 (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 to be effective, except to the extent
Shareholder approval is required by applicable law; and, if
applicable law requires Shareholder approval, the vote required
shall be the lesser of a majority of Shares voted or the least
amount legally required.
IN WITNESS WHEREOF, RMR Asia Pacific Real Estate Fund has caused
this Amendment No. 3 to the Agreement and Declaration of Trust to
be executed by its duly authorized officer as of the day and year
first above written.
RMR ASIA PACIFIC REAL ESTATE FUND
By: /s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
President
