FORM OF ORGANIZATIONAL AND OFFERING
EXPENSES REIMBURSEMENT AGREEMENT
Agreement made this 22nd day of September, 2004, by and between RMR
F.I.R.E. 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 September 22, 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:[nk]
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 all of organizational expenses
and any of the costs of the initial offering of the common shares of
beneficial interest of the Fund ("shares") to the extent the costs of such
offering exceed $0.05 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 F.I.R.E. FUND
By:________________________
Name: Xxxxxx X. X'Xxxxx
Title: President
RMR ADVISORS, INC.
By:________________________
Name: Xxxx X. Xxxxxxxx
Title: Vice President
[Signature Page to Organizational and Offering Expense Agreement]
