RMR F.I.R.E. FUND
AMENDMENT NO. 3 TO AGREEMENT AND DECLARATION OF TRUST
AMENDMENT NO. 3, dated as of February 20, 2008 to the
Agreement and Declaration of Trust of the RMR F.I.R.E. Fund
dated as of August 6, 2004 (as previously heretofore amended,
the Agreement and Declaration of Trust).
Article III, Section 2 of the Agreement and Declaration
of Trust is replaced in its entirety with the following text:
Section 2. Ownership of Shares. The ownership of Shares shall
be recorded on the books of the Trust or a transfer or similar
agent. The Board of Trustees may, but shall not be obligated
to, provide that Shares be represented by a certificate.
Notwithstanding the foregoing, upon request, every Shareholder
shall be entitled to have a certificate stating the number
and the class and the designation of the series, if any, of
the Shares held by such Shareholder, in such form as shall,
in conformity to law, be prescribed from time to time by
the trustees. Certificates shall be executed on behalf of the
Trust by the president or a vice president and by the treasurer
or secretary. Such signatures may be facsimiles. In case any
officer who has signed or whose facsimile signature has been
placed on such certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the
Trust with the same effect as if such individual were such
officer at the time of its issue. Subject to the foregoing,
the trustees may make such rules as they consider appropriate
for the issuance of Share certificates, the transfer of
Shares and similar matters. The record books of the Trust as
kept by the Trust or any transfer or similar agent, as the
case may be, shall be conclusive as to who are the Shareholders
of each class and series and as to the number of Shares of
each class and series held from time to time by each Shareholder.
Article VI, Section 4(b)(2) of the Agreement and Declaration
of Trust is replaced in its entirety with the following text:
(2) For nominations for election to the Board of Trustees or
other business to be properly brought before an annual meeting
by a shareholder pursuant to clause (ii) of Section 4(b)(1),
the shareholder must have given timely notice thereof in
writing to the secretary of the Trust and such other business
must otherwise be a proper matter for action by shareholders.
To be timely, a shareholders notice shall set forth all
information required under this Section 4 and shall be delivered
to the secretary at the principal executive offices of the
Trust not later than the close of business on the 90th day nor
earlier than the 120th day prior to the first anniversary
of the date of mailing of the notice for the preceding years
annual meeting; provided, however, that in the event that
the date of mailing of the notice for the annual meeting is
advanced or delayed by more than 30 days from the anniversary
date of the date of mailing of the notice for the preceding
years annual meeting, notice by the shareholder to be timely
must be so delivered not earlier than the 120th day prior to
the date of mailing of the notice for such annual meeting
and not later than the close of business on the later of: (i)
the 90th day prior to the date of mailing of the notice for
such annual meeting or (ii) the 10th day following the day
on which public announcement of the date of mailing of the
notice for such meeting is first made by the Trust. In no
event shall the public announcement of a postponement of the
mailing of the notice for such annual meeting or of an
adjournment or postponement of an annual meeting to a later
date or time commence a new time period for the giving of a
shareholders notice as described above. No shareholder may
give a notice to the secretary described in this Section 4(b)(2)
unless such shareholder holds a certificate or certificates,
as the case may be, for all Trust shares owned by such shareholder,
and a copy of each such certificate shall accompany such
shareholders notice to the secretary in order for such notice
to be effective.
A shareholders notice shall set forth:
(i) as to each person whom the shareholder proposes to
nominate for election or reelection as a trustee, (1) such
persons name, age, business address and residence address,
(2) the class, series and number of shares of capital stock
of the Trust that are beneficially owned or owned of record by
such person, (3) the date such shares were acquired and the
investment intent of such acquisition, (4) the record of all
purchases and sales of securities of the Trust by such person
during the previous 12 month period including the date of the
transactions, the class, series and number of securities
involved in the transactions and the consideration involved
and (5) all other information relating to such person that is
required to be disclosed in solicitations of proxies for
election of trustees in an election contest (even if an election
contest is not involved), or is otherwise required, in each
case pursuant to Regulation 14A (or any successor provision)
under the Exchange Act, including such persons written
consent to being named in the proxy statement as a nominee
and to serving as a trustee if elected;
(ii) as to any other business that the shareholder proposes
to bring before the meeting, a description of such business,
the reasons for proposing such business at the meeting and
any material interest in such business of such shareholder
and any Shareholder Associated Person (as defined below),
including any anticipated benefit therefrom;
(iii) as to the shareholder giving the notice and any
Shareholder Associated Person, the class, series and number of
shares of the Trust which are owned of record by such
shareholder and by such Shareholder Associated Person, if any,
and the class, series and number of, and the nominee holder for,
shares owned beneficially but not of record by such shareholder
and by any such Shareholder Associated Person;
(iv) as to the shareholder giving the notice and any Shareholder
Associated Person, the name and address of such shareholder, as
they appear on the Trusts stock ledger and current name and
address, if different, of such Shareholder Associated Person;
(v) as to the shareholder giving the notice and any Shareholder
Associated Person, the record of all purchases and sales of
securities of the Trust by such shareholder or Shareholder
Associated Person during the previous 12 month period including
the date of the transactions, the class, series and number
of securities involved in the transactions and the consideration
involved; and
(vi) to the extent known by the shareholder giving the notice,
the name and address of any other shareholder supporting the
nominee for election or reelection as a trustee or the proposal
of other business on the date of such shareholders notice.
Article VI, Section 4(e) of the Agreement and Declaration
of Trust is amended to add the following sentence at the end of
that section:
No shareholder may give a notice to the secretary pursuant to
this Section 4(e) unless such shareholder holds a certificate
or certificates, as the case may be, for all Trust shares owned
by such shareholder, and a copy of each such certificate shall
accompany such shareholders notice to the secretary in order
for such notice to be effective.
IN WITNESS WHEREOF, RMR F.I.R.E. 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 F.I.R.E. FUND
By: /s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
President
