Exhibit 99.(k)(4)
ORGANIZATIONAL AND OFFERING
EXPENSES REIMBURSEMENT AGREEMENT
Agreement made this 20 day of April, 2006, by and between RMR Asia Pacific
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 20, 2006 (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 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 $0.04 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 ASIA PACIFIC REAL ESTATE FUND
By: /s/ Xxxxxx X. X'Xxxxx
-----------------------------------------
Name: Xxxxxx X. X'Xxxxx
Title: President
RMR ADVISORS, INC.
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
[Signature Page to Organizational and Offering Expense Agreement]
