Exhibit 99.(k)(4)
ORGANIZATIONAL AND OFFERING
EXPENSES REIMBURSEMENT AGREEMENT
Agreement made this 2nd day of April, 2004, by and between RMR
HOSPITALITY AND REAL ESTATE FUND, a Massachusetts business trust (the "Fund"),
and RMR ADVISORS, INC., a Massachusetts corporation (the "Manager").
WHEREAS, the Fund and the Manager have entered into an Investment
Advisory Agreement dated April 2, 2004 (the "Advisory Agreement");
NOW THEREFORE, in consideration of the mutual covenants hereinafter
contained, and in connection with the establishment and commencement of
operations of the Fund, it is hereby agreed by and between the parties hereto as
follows:
1. The Manager agrees to reimburse the Fund for expenses incurred by the
Fund in connection with the organization of the Fund if the initial
public offering is not completed. The Manager also agrees that if the
initial public offering occurs, the Manager will bear the aggregate
organizational expenses and the costs of the initial offering of the
common shares of beneficial interest of the Fund ("shares") to the
extent such aggregate organizational and offering expenses exceed $0.04
per share. The expenses for which the Fund is being reimbursed pursuant
to this Agreement do not include (i) the Advisory Fee, as defined in
the Advisory Agreement, payable by the Fund pursuant to the terms of
the Advisory Agreement, as such Advisory Fee may be modified by the Fee
Waiver set forth in the Advisory Agreement, and (ii) any sales load or
underwriting discount paid by shareholders of the Fund.
2. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule, or otherwise, the remainder shall not be
thereby affected.
3. The Fund's Agreement and Declaration of Trust, as amended to date, is
on file with the Secretary of The Commonwealth of Massachusetts. This
Agreement is executed on behalf of the Fund, by the Trustees or by an
officer or officers of the Fund in their capacity as such and not
individually, and neither the shareholders nor the Fund's Trustees nor
any officers, employees or agents shall be liable thereunder and the
Advisor shall look solely to the Fund's estate for the payment of any
claim hereunder or for the performance of the Fund's duties created by
this Agreement.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Fund and the Manager have caused this Agreement
to be executed on the day and year above written.
RMR HOSPITALITY AND REAL ESTATE FUND
By:
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Name: Xxxxxx X. X'Xxxxx
Title: President
RMR ADVISORS, INC.
By:
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Name: Xxxx X. Xxxxxxxx
Title: Vice President
[Signature Page to Organizational and Offering Expense Agreement]
