June __, 2004
RMR Hospitality and Real Estate Fund
000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to the Auction Agency Agreement (the "Auction Agency
Agreement") to be dated June __, 2004, between RMR Hospitality and Real Estate
Fund (the "Company") and The Bank of New York, a New York banking corporation
(the "Auction Agent"). RBC Xxxx Xxxxxxxx Inc. ("RBC") wishes to confirm its
agreement with you that, for so long as RBC acts as broker-dealer in connection
with the auction of the Company's Series Th Auction Preferred Shares, $0.0001
par value per share, with a liquidation preference of $25,000 per share, the
Company shall not appoint, and shall not request or allow the Auction Agent to
appoint, any additional broker-dealers, without the prior written consent of
RBC, which consent shall be given in RBC's sole discretion. Nothing in this
letter agreement shall be taken to limit the rights of the Company to terminate,
or cause the Auction Agent to terminate, RBC as provided in Section 5.1 of the
Broker-Dealer Agreement to be dated June __, 2004, between the Auction Agent and
RBC.
If the foregoing correctly sets forth your understanding with respect
to the matters set forth above, kindly execute the acknowledgment below.
Very truly yours,
RBC Xxxx Xxxxxxxx Inc.
-----------------------------
By: Xxxxx Xxxxxx
Title: Managing Director
Acknowledged and Agreed
as of this ____ day of June, 2004
RMR Hospitality and Real Estate Fund
---------------------------
By: Xxxxxx X. X'Xxxxx
Title: President
