RMR PREFERRED DIVIDEND FUND II
SUBSCRIPTION AGREEMENT
September 15, 2005
The undersigned, RMR Advisors, Inc., hereby offers to subscribe for and
purchase one common share of beneficial interest, $.001 par value per share (the
"SHARES"), of RMR Preferred Dividend Fund II (the "FUND") at an aggregate price
of $20.00, such sum to be tendered in exchange for the Shares concurrently with
the execution of this Agreement.
In connection with this purchase, the undersigned hereby represents and
warrants as follows:
(a) The undersigned is an "accredited investor" as defined in Regulation D
under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and is
acquiring the Shares for its own account and is not purchasing the Shares with a
view to the resale, distribution or other disposition thereof in violation of
the Securities Act.
(b) The undersigned has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of its
investment in the Shares, and the undersigned is able to bear the economic risk
of its investment in the Shares. The undersigned has had access to such
financial and other information concerning the Fund and the Shares as it deemed
necessary or appropriate in order to make an informed investment decision with
respect to its purchase of the Shares, including an opportunity to ask questions
of and request information from the Fund.
(c) The undersigned understands that the Shares are being offered and sold
in a transaction not involving any public offering in the United States within
the meaning of the Securities Act, and the Shares have not been and will not be
registered under the Securities Act. If in the future the undersigned decides to
offer, resell, pledge or otherwise transfer the Shares, the Shares will not be
offered, resold, pledged or otherwise transferred unless a registration
statement under the Securities Act is in effect with respect to the Shares or an
exemption from the registration provisions of the Securities Act is then
available.
(d) The undersigned understands that the Fund intends to and the
undersigned agrees that the Fund may, place or cause to be placed a legend on
each certificate for the Shares, if any, and each certificate for any securities
issued in exchange for or in respect of the Shares, stating that such Shares or
other securities have not been registered under the Securities Act and setting
forth or referring to the restrictions on transferability and sale specified
herein.
The undersigned understands that the Fund and its counsel will rely upon
the accuracy and truth of the foregoing representations, and the undersigned
hereby consents to such reliance.
The agreement and declaration of trust establishing RMR Preferred Dividend
Fund II, a copy of which, together with all amendments thereto (the
"DECLARATION"), is duly filed in the
office of the Secretary of the Commonwealth of Massachusetts, provides that the
name "RMR Preferred Dividend Fund II" refers to the trustees under the
Declaration collectively as trustees, but not individually or personally, and
that no trustee, officer, shareholder, employee or agent of RMR Preferred
Dividend Fund II shall be held to any personal liability, jointly or severally,
for any obligation of, or claim against, RMR Preferred Dividend Fund II. All
persons dealing with RMR Preferred Dividend Fund II, in any way, shall look only
to the assets of RMR Preferred Dividend Fund II for the payment of any sum or
the performance of any obligation.
RMR ADVISORS, INC.
By: /s/ Xxxx X. Xxxxxxxx
--------------------
Xxxx X. Xxxxxxxx, Treasurer
ACCEPTANCE
The undersigned, RMR Preferred Dividend Fund II, hereby accepts the
foregoing offer to purchase one share of beneficial interest.
RMR PREFERRED DIVIDEND FUND II
By: /s/ Xxxxxx X. X'Xxxxx
---------------------
Xxxxxx X. X'Xxxxx, President
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