RMR ASIA REAL ESTATE 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 Asia Real
Estate Fund dated as of January 18, 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 Asia Real Estate Fund has
caused this Amendment to be executed by its duly authorized
officer as of the day and year first above written.
RMR ASIA REAL ESTATE FUND
By: /s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
President
