AMENDMENT NO. 1 TO INVESTMENT ADVISORY AGREEMENT
This Amendment No. 1 to the Investment Advisory Agreement dated May 16,
2005 (the "Agreement"), by and between RMR Preferred Dividend Fund (the "Trust")
and RMR Advisors, Inc. (the "Advisor"), is entered into effective the 25th day
of May, 2005.
WHEREAS the Agreement provides for the Advisor to provide certain
services to the Trust for which the Advisor is to receive agreed upon fees; and
WHEREAS the Advisor and the Trust desire to make certain changes to the
Agreement.
NOW, THEREFORE, the Advisor and the Trust hereby agree that the
Agreement is amended as follows:
1. Section 7 of the Agreement hereby is amended and restated to change
the amount of the fee waived by the Advisor as follows:
FEE WAIVER. Notwithstanding the provisions of the above Section 6,
during the five year period following the closing of the Fund's first
public offering of common shares, the Advisor agrees to waive a portion
of its Advisory Fee equal to an annual rate of .55% of Average Daily
Total Assets.
2. All other terms and conditions of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on the 18th day of May, 2005.
RMR PREFERRED DIVIDEND FUND
By: /s/ Xxxxxx X. X'Xxxxx
Xxxxxx X. X'Xxxxx, President
RMR Advisors, Inc.
By: /s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx, Treasurer
