RMR DIVIDEND CAPTURE 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 Dividend Capture
Fund dated as of June 14, 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. Notwithstanding the foregoing sentence, with respect to
the annual meeting to be held in calendar year 2008, to be
timely a shareholders notice shall be delivered to the secretary
at the principal executive offices of the Trust not later than
the close of business on December 31, 2007. 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 Dividend Capture 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 DIVIDEND CAPTURE FUND
By: /s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
President
