RMR REAL ESTATE FUND
AMENDMENT NO. 1 TO AGREEMENT AND DECLARATION OF TRUST
AMENDMENT NO. 1, dated as of September 26, 2006
to the Second Amended and Restated Agreement and
Declaration of Trust of the RMR Real Estate Fund dated
as of December 5, 2003.
Article VI, Section 2(b) of the Trusts Second
Amended and Restated Agreement and Declaration of Trust
is replaced in its entirety with the following text:
(b) Notwithstanding anything to the contrary in
paragraph (a) of this Section 2: (i) the granting of
a pledge or security interest in all or substantially
all of the Trusts assets may be done by majority vote
of the Trustees then in office and without Shareholder
approval even if such pledge may result in sale or
transfer of all or substantially all of the Trusts
assets in the event that the Trust defaults upon
obligations which are secured by such security interest
or pledge; and (ii) if any of the actions described in
paragraph (a) of this Section 2 are approved by
seventyfive percent (75%) of the Trustees then in office,
then no Shareholder approval will be required for such
actions except to the extent Shareholder approval is
required by applicable law, and, if approval by
Shareholders is required by applicable law, the vote
required shall be a majority (or the least amount
legally permitted if higher than the majority) of Shares
voted or, if applicable law does not permit approval by
a percentage of Shares voted, the vote required shall be
a majority (or the least amount legally permitted if
higher than the majority) of Shares outstanding and
entitled to vote.
IN WITNESS WHEREOF, RMR Real Estate Fund has
caused this Amendment to be executed by its duly
authorized officer as of the day and year first above
written.
RMR REAL ESTATE FUND
By: /s/ Xxxxxx X. XXxxxx
Xxxxxx X. XXxxxx
President
