FORM OF FIRST AMENDMENT TO
AUCTION AGENCY AGREEMENT
BETWEEN
RMR HOSPITALITY AND REAL ESTATE FUND
AND
THE BANK OF NEW YORK
This First Amendment (the "Amendment") to the Auction Agency Agreement,
dated June 14, 2004 (the "Agreement"), between RMR Hospitality and Real Estate
Fund (the "Fund") and The Bank of New York (the "Auction Agent") is entered into
effective the ___ day of September, 2005.
WHEREAS the Agreement provides for the Auction Agent to perform certain
duties as agent in connection with each Auction (as defined in the Agreement) of
a series of auction preferred shares, par value $.0001 per share, designated
Series Th Preferred Shares, liquidation preference $25,000 per share ("Preferred
Shares"), pursuant to Article X of the Fund's Bylaws (as defined in the
Agreement), and as the transfer agent, registrar, distribution paying agent and
redemption agent with respect to the Preferred Shares for which the Fund pays
the Auction Agent;
WHEREAS the Fund issued 680 Preferred Shares on June 14, 2004 (the
"Outstanding Series Th Preferred Shares"); and
WHEREAS the Fund proposes to issue an additional 440 Preferred Shares
on or about September __, 2005 (the "New Series Th Preferred Shares" and,
together with the Outstanding Series Th Preferred Shares, the "Outstanding
Shares").
WHEREAS it is required to have separate CUSIP numbers for each of the
Outstanding Series Th Preferred Shares and New Series Th Preferred Shares in
order to facilitate the [first Interest Payment] after the [Closing Date].
WHEREAS on the Auction Date immediately preceding [second/first]
[Interest Payment Date] of the New Series Th Preferred Shares separate CUSIPs
will not be required as a result of both the Outstanding Series Th Preferred
Shares and New Series Th Preferred Shares having identical [Rate Periods].
NOW, THEREFORE, the Fund and the Auction Agent hereby agree to amend
the Agreement as herein provided.
1. AUCTIONS FOR THE OUTSTANDING SHARES. The Auction Agent hereby agrees
to conduct an Auction for the Outstanding Shares.
2. MERGING OF THE TWO CUSIP NUMBERS. Commencing on September [__] the
Auction Agent is hereby directed to merge the CUSIP numbers for the New Series
Th Preferred Shares (CUSIP No. _________) into the CUSIP number for the
Outstanding Series Th Preferred Shares.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
the Agreement to be duly executed and delivered by their proper and duly
authorized officers as of the __ day of September, 2005.
RMR HOSPITALITY AND REAL ESTATE FUND
By:
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Name:
Title:
THE BANK OF NEW YORK, as Auction Agent
By:
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Name:
Title:
