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 of the Trusts Agreement and
Declaration of Trust is replaced in its entirety with
the following text:
Section 1. Number and Classes of Trustees and Term
of Office. The Trustees who are signatories to this
Declaration on the date hereof, and such other persons
as the Trustee or Trustees then in office shall (prior
to any sale of Shares pursuant to a public offering)
elect, shall serve until the first meeting of Shareholders
at which Trustees of his or her Class (as defined below)
are elected and until his or her successor is elected and
qualified, or until he or she sooner dies, resigns, retires,
or is disqualified or removed from office. Subject to
the voting powers of one or more classes or series of
Shares as set forth in the Bylaws, the number of Trustees
shall be such number as shall be fixed from time to time
by the Trustees; provided, however, that the number of
Trustees shall in no event be less than three (3) from and
after the date when Shares are first sold pursuant to a
public offering.
An initial annual meeting of Shareholders or special
meeting in lieu thereof shall be called to be held not
more than eighteen months after Shares are first sold
pursuant to a public offering; subsequent annual meetings
of Shareholders or special meetings in lieu thereof (each
an annual meeting) shall be held as specified in the
Bylaws. Prior to any sale of Shares pursuant to a public
offering, the Trustees shall be classified, with respect
to the time for which they severally hold office, into the
following three classes (each a Class): Class I, whose
term expires at the initial annual meeting; Class II, whose
term expires at the next succeeding annual meeting after
the initial annual meeting; and Class III, whose term
expires at the second succeeding annual meeting after
the initial annual meeting. Each Class shall consist of
at least one Trustee. At each annual meeting beginning
with the initial annual meeting, the successors of the
Class of Trustees whose term expires at that meeting shall
be elected to hold office for a term expiring at the annual
meeting held in the third year following the year of their
election, with each Trustee holding office until the
expiration of the term of the relevant Class and the
election and qualification of his or her successor, or
until he or she sooner dies, resigns, retires, or is
disqualified or removed from office.
The Trustees shall assign by resolution Trustees to
each of the three Classes. The Trustees also may determine
by resolution those Trustees in each Class that shall be
elected by Shareholders of a particular class or series of
Shares. If the number of Trustees is changed, any increase
or decrease shall be apportioned among the Classes by
resolution of the Trustees. No reduction in the number of
Trustees shall have the effect of removing any Trustee from
office prior to the expiration of his or her term unless the
Trustee is specifically removed pursuant to Section 2 of
this Article IV at the time of the decrease. Except as
provided in this Section 1 or Section 2 of this Article IV,
Trustees shall be elected only at an annual meeting of
Shareholders.
IN WITNESS WHEREOF, RMR Dividend Capture Fund has
caused this Amendment to be executed by its duly authorized
officer as of the day and year first above written.
RMR DIVIDEND CAPTURE FUND
By: /s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
President
