RMR PREFERRED DIVIDEND FUND
SUBSCRIPTION AGREEMENT
November 8, 2004
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 Preferred Dividend 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.
In connection with this purchase, the undersigned hereby represents and
warrants as follows:
(a) The undersigned is an "accredited investor" as defined in
Regulation D under the Securities Act of 1933, as amended (the "SECURITIES
ACT"), and is acquiring the Shares for its own account and is not purchasing the
Shares with a view to the resale, distribution or other disposition thereof in
violation of the Securities Act.
(b) The undersigned has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of its
investment in the Shares, and the undersigned is able to bear the economic risk
of its investment in the Shares. The undersigned has had access to such
financial and other information concerning the Fund and the Shares as it deemed
necessary or appropriate in order to make an informed investment decision with
respect to its purchase of the Shares, including an opportunity to ask questions
of and request information from the Fund.
(c) The undersigned understands that the Shares are being offered and
sold in a transaction not involving any public offering in the United States
within the meaning of the Securities Act, and the Shares have not been and will
not be registered under the Securities Act. If in the future the undersigned
decides to offer, resell, pledge or otherwise transfer the Shares, the Shares
will not be offered, resold, pledged or otherwise transferred unless a
registration statement under the Securities Act is in effect with respect to the
Shares or an exemption from the registration provisions of the Securities Act is
then available.
(d) The undersigned understands that the Fund intends to and the
undersigned agrees that the Fund may, place or cause to be placed a legend on
each certificate for the Shares, if any, and each certificate for any securities
issued in exchange for or in respect of the Shares, stating that such Shares or
other securities have not been registered under the Securities Act and setting
forth or referring to the restrictions on transferability and sale specified
herein.
The undersigned understands that the Fund and its counsel will rely
upon the accuracy and truth of the foregoing representations, and the
undersigned hereby consents to such reliance.
The declaration of trust establishing RMR Preferred Dividend Fund, a
copy of which, together with all amendments thereto (the "DECLARATION"), is duly
filed in the office of the
Secretary of the Commonwealth of Massachusetts, provides that the name "RMR
Preferred Dividend Fund" refers to the trustees under the Declaration
collectively as trustees, but not individually or personally, and that no
trustee, officer, shareholder, employee or agent of RMR Preferred Dividend Fund
shall be held to any personal liability, jointly or severally, for any
obligation of, or claim against, RMR Preferred Dividend Fund. All persons
dealing with RMR Preferred Dividend Fund, in any way, shall look only to the
assets of RMR Preferred Dividend Fund for the payment of any sum or the
performance of any obligation.
RMR ADVISORS, INC.
By: /s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx, Treasurer
ACCEPTANCE
The undersigned, RMR Preferred Dividend Fund, hereby accepts the
foregoing offer to purchase one share of beneficial interest.
RMR PREFERRED DIVIDEND FUND
By: /s/ Xxxxxx X. X'Xxxxx
Xxxxxx X. X'Xxxxx, President
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