RMR ASIA REAL ESTATE FUND
AMENDMENT NO. 2 TO AGREEMENT AND DECLARATION OF TRUST
AMENDMENT NO. 2, dated as of February 20, 2008 to the
Agreement and Declaration of Trust of the RMR Asia Real Estate
Fund dated as of January 18, 2007 (as previously heretofore
amended, the Agreement and Declaration of Trust).
Article III, Section 2 of the Agreement and Declaration
of Trust is replaced in its entirety with the following text:
Section 2. Ownership of Shares. The ownership of Shares shall
be recorded on the books of the Trust or a transfer or similar
agent. The Board of Trustees may, but shall not be obligated
to, provide that Shares be represented by a certificate.
Notwithstanding the foregoing, upon request, every Shareholder
shall be entitled to have a certificate stating the number
and the class and the designation of the series, if any, of
the Shares held by such Shareholder, in such form as shall,
in conformity to law, be prescribed from time to time by the
trustees. Certificates shall be executed on behalf of the
Trust by the president or a vice president and by the treasurer
or secretary. Such signatures may be facsimiles. In case any
officer who has signed or whose facsimile signature has been
placed on such certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the Trust
with the same effect as if such individual were such officer at
the time of its issue. Subject to the foregoing, the trustees
may make such rules as they consider appropriate for the
issuance of Share certificates, the transfer of Shares and
similar matters. The record books of the Trust as kept by
the Trust or any transfer or similar agent, as the case may
be, shall be conclusive as to who are the Shareholders of
each class and series and as to the number of Shares of each
class and series held from time to time by each Shareholder.
Article VI, Section 4(b)(2) of the Agreement and
Declaration of Trust is replaced in its entirety with the
following text:
(2) For nominations for election to the Board of Trustees
or other business to be properly brought before an annual
meeting by a shareholder pursuant to clause (ii) of
Section 4(b)(1), the shareholder must have given timely
notice thereof in writing to the secretary of the Trust and
such other business must otherwise be a proper matter for
action by shareholders. To be timely, a shareholders
notice shall set forth all information required under this
Section 4 and shall be delivered to the secretary at the
principal executive offices of the Trust not later than
the close of business on the 90th day nor earlier than the
120th day prior to the first anniversary of the date of
mailing of the notice for the preceding years annual
meeting; provided, however, that in the event that the date
of mailing of the notice for the annual meeting is advanced
or delayed by more than 30 days from the anniversary date of
the date of mailing of the notice for the preceding years
annual meeting, notice by the shareholder to be timely must be
so delivered not earlier than the 120th day prior to the date
of mailing of the notice for such annual meeting and not later
than the close of business on the later of: (i) the 90th day prior
to the date of mailing of the notice for such annual meeting or
(ii) the 10th day following the day on which public announcement
of the date of mailing of the notice for such meeting is first
made by the Trust. In no event shall the public announcement of
a postponement of the mailing of the notice for such annual
meeting or of an adjournment or postponement of an annual
meeting to a later date or time commence a new time period
for the giving of a shareholders notice as described above.
No shareholder may give a notice to the secretary described
in this Section 4(b)(2) unless such shareholder holds a
certificate or certificates, as the case may be, for all
Trust shares owned by such shareholder, and a copy of each
such certificate shall accompany such shareholders notice
to the secretary in order for such notice to be effective.
A shareholders notice shall set forth:
(i) as to each person whom the shareholder proposes to
nominate for election or reelection as a trustee, (1) such
persons name, age, business address and residence address,
(2) the class, series and number of shares of capital
stock of the Trust that are beneficially owned or owned of
record by such person, (3) the date such shares were acquired
and the investment intent of such acquisition, (4) the
record of all purchases and sales of securities of the
Trust by such person during the previous 12 month period
including the date of the transactions, the class, series
and number of securities involved in the transactions and
the consideration involved and (5) all other information
relating to such person that is required to be disclosed
in solicitations of proxies for election of trustees in
an election contest (even if an election contest is not
involved), or is otherwise required, in each case pursuant
to Regulation 14A (or any successor provision) under the
Exchange Act, including such persons written consent to
being named in the proxy statement as a nominee and to
serving as a trustee if elected;
(ii) as to any other business that the shareholder proposes
to bring before the meeting, a description of such business,
the reasons for proposing such business at the meeting and
any material interest in such business of such shareholder
and any Shareholder Associated Person (as defined below),
including any anticipated benefit therefrom;
(iii) as to the shareholder giving the notice and any
Shareholder Associated Person, the class, series and number
of shares of the Trust which are owned of record by such
shareholder and by such Shareholder Associated Person, if
any, and the class, series and number of, and the nominee
holder for, shares owned beneficially but not of record
by such shareholder and by any such Shareholder
Associated Person;
(iv) as to the shareholder giving the notice and any
Shareholder Associated Person, the name and address
of such shareholder, as they appear on the Trusts
stock ledger and current name and address, if different,
of such Shareholder Associated Person;
(v) as to the shareholder giving the notice and any
Shareholder Associated Person, the record of all purchases
and sales of securities of the Trust by such shareholder
or Shareholder Associated Person during the previous 12 month
period including the date of the transactions, the class,
series and number of securities involved in the transactions
and the consideration involved; and
(vi) to the extent known by the shareholder giving the
notice, the name and address of any other shareholder
supporting the nominee for election or reelection as a
trustee or the proposal of other business on the date of
such shareholders notice.
Article VI, Section 4(e) of the Agreement and
Declaration of Trust is amended to add the following sentence
at the end of that section: No shareholder may give a notice
to the secretary pursuant to this Section 4(e) unless such
shareholder holds a certificate or certificates, as the case
may be, for all Trust shares owned by such shareholder, and
a copy of each such certificate shall accompany such
shareholders notice to the secretary in order for such
notice to be effective.
IN WITNESS WHEREOF, RMR Asia Real Estate Fund has
caused this Amendment No. 2 to the Agreement and Declaration
of Trust 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
