FORM OF ADMINISTRATION AGREEMENT
AGREEMENT made this 14th day of February, 2005, by and between RMR Preferred
Dividend Fund, a Massachusetts business trust (the "Fund"), and RMR Advisors,
Inc. (the "Administrator");
RECITALS
WHEREAS, the Fund intends to engage in business as a closed-end
non-diversified management investment company and is registered as such under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund and RMR Advisors, Inc. are entering into an
Investment Advisory Agreement (the "Investment Advisory Agreement") pursuant to
which RMR Advisors, Inc. will provide investment advice to the Fund and be
responsible for the portfolio management of the Fund; and
WHEREAS, the Fund desires to retain the Administrator to render
administrative services in the manner and on the terms and conditions hereafter
set forth; and
WHEREAS, the Administrator desires to be retained to perform services
on said terms and conditions.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the receipt and sufficiency of which are hereby
acknowledged, the Fund and the Administrator agree as follows:
1. DUTIES OF THE ADMINISTRATOR.
(a) The Fund hereby retains the Administrator to act as administrator
of the Fund, subject to the supervision and direction of the Board of Trustees
of the Fund (the "Board") , as hereinafter set forth. The Administrator shall
perform or arrange for the performance of such administrative and clerical
services as may be necessary for administering the business affairs of the Fund,
including without limitation, the following: (i) provide office space,
telephone, office equipment and supplies for the Fund; (ii) authorize
expenditures and approve bills for payment on the Fund's behalf; (iii) supervise
preparation of the periodic updating of the Fund's Registration Statement on
Form N-2; (iv) prepare periodic reports, notices, correspondence and other
communications to Fund shareholders and supervise the filing of these as
appropriate with the Securities and Exchange Commission; (v) supervise the
pricing of the Fund's investment portfolio and the publication of the net asset
value of shares, earnings reports and other financial data; (vi) monitor
relationships with organizations providing services to the Fund, including the
Fund's attorneys, accountants, custodian, transfer agent and printers; (vii)
supervise compliance of the Fund with record-keeping requirements under the 1940
Act and regulations thereunder; (viii) maintain or cause to be maintained by a
custodian and transfer agent, books and records for the Fund; (ix) supervise the
preparation and filing of tax reports and returns; (x) monitor compliance with
the Internal Revenue Code of 1986, as amended; and (xi) provide the Fund with
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such personnel as requested from time to time by the Fund for the performance of
clerical, accounting and other office services described in (i) through (x),
above, and for coordinating the Fund's affairs with its sub-administrator,
transfer agent and custodian. The Fund agrees to deliver or cause to be
delivered, on a timely basis, such information to the Administrator as may be
necessary or appropriate for the Administrator's performance of its duties and
responsibilities hereunder, including but not limited to, records of
transactions, valuation of investments in United States dollars (which may be
based on information provided by a pricing service) and shareholder reports and
expenses borne by the Fund, and the Administrator shall be entitled to rely on
the accuracy and completeness of such information in performing its duties
hereunder.
(b) In rendering the services specified in subsection (a) above, the
Administrator may, subject to the approval of the Board, cause such services or
any portion thereof to be provided by another person pursuant to a
sub-administration agreement; PROVIDED that the Administrator shall remain
responsible for monitoring and overseeing the performance by such person of its
obligations to the Fund under such sub-administration agreement. Subject to the
approval of the Board, the fees and out-of-pocket expenses charged by such
person shall be paid or reimbursed directly or indirectly by the Fund.
2. EXPENSES OF THE ADMINISTRATOR. As full compensation for the services
and the facilities furnished by or at the direction of the Administrator, the
Fund shall reimburse the Administrator for expenses incurred by it or its
affiliates in accordance with the cost allocation methodologies that may from
time to time be approved by the Board. Such expenses shall include the costs of
maintaining staff, personnel, office equipment and facilities necessary for the
Administrator to perform its obligations under this Agreement. Such expenses,
which will also include the fees and expenses of any sub-administrator paid by
the Administrator, shall be billed monthly and shall be payable promptly by the
Fund. Except as specifically provided herein, the Fund and RMR Advisors, Inc.
assume and shall pay or cause to be paid all other expenses of the Fund as set
forth in the Investment Advisory Agreement.
3. LIMITATION OF LIABILITY OF THE ADMINISTRATOR; INDEMNIFICATION.
(a) The Administrator shall not be liable to the Fund for any error of
judgment or mistake of law or for any loss arising out of any act or omission by
the Administrator in the performance of its duties hereunder. Nothing herein
contained shall be construed to protect the Administrator against any liability
to the Fund, its shareholders, the Fund's investment advisor or sub-advisor to
which the Administrator shall otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of its duties, or
by reckless disregard of its obligations and duties hereunder; provided,
however, that in no event shall the Administrator be subject to liability for
any act or omission of any sub-administrator pursuant to a sub-administration
agreement, as set forth in Section 1(b), except to the extent the Administrator
has failed to exercise due care in monitoring and overseeing the performance by
the sub-administrator of its obligations.
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(b) The Administrator may, with respect to questions of law, apply for
and obtain the advice and opinion of counsel to the Fund, at the expense of the
Fund, and with respect to the application of generally accepted accounting
principles or federal tax accounting principles, apply for and obtain the advice
and opinion of the independent registered public accounting firm of the Fund, at
the expense of the Fund. The Administrator shall be fully protected with respect
to any action taken or omitted by it in good faith in conformity with such
advice or opinion.
(c) As used in this Section 3, the term "Administrator" shall include
any affiliates of the Administrator performing services for the Fund
contemplated hereby and directors, officers, agents and employees of the
Administrator and such affiliates.
4. ACTIVITIES OF THE ADMINISTRATOR. The services of the Administrator
under this Agreement are not to be deemed exclusive, and the Administrator and
any person controlled by or under common control with the Administrator shall be
free to render similar services to others.
5. DURATION AND TERMINATION.
(a) This Agreement shall become effective on the date first written
above. Unless sooner terminated as provided in this Section 5(a), this Agreement
shall continue in effect until two years after the date first written above.
Thereafter, if not terminated, this Agreement shall continue automatically for
successive terms of one year, provided that such continuance is specifically
approved at least annually (a) by a vote of a majority of those members of the
Board who are not parties to this Agreement or "interested persons" of such
party, cast in person at a meeting called for the purpose of voting on such
approval; (b) by the Board or by a vote of a "majority of the outstanding voting
securities" of the Fund; provided, however, that his Agreement may be terminated
by the Fund at any time, without the payment of any penalty, by vote of a
majority of the entire Board or a vote of a "majority of the outstanding voting
securities" of the Fund, on sixty (60) days prior written notice to the
Administrator or by the Administrator at any time, without the payment of any
penalty, on sixty (60) days prior written notice to the Fund. As used in this
Agreement, the term "majority of the outstanding voting securities" shall have
the same meaning as such term has in the 1940 Act. Upon termination of this
Agreement, the Fund shall pay to the Administrator such compensation and any
documented and agreed upon out-of-pocket or other reimbursable expenses which
may become due or payable under the terms hereof as of the date of termination
or after the date that the provision of services ceases, whichever is later.
6. NON-LIABILITY OF SHAREHOLDERS, TRUSTEES, ETC. The Agreement and
Declaration of Trust of the Fund, as amended from time to time, is on file with
the Secretary of State 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 Administrator shall look solely to the Fund's
assets for the payment of any claim hereunder or for the performance of the
Fund's duties created by this Agreement.
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7. AMENDMENTS OF THIS AGREEMENT. This Agreement may be amended by the
parties hereto only if such amendment is specifically approved by the Board and
such amendment is set forth in a written instrument executed by each of the
parties hereto.
8. GOVERNING LAW. The provisions of this Agreement shall be construed
and interpreted in accordance with the laws of The Commonwealth of Massachusetts
as at the time in effect and the applicable provisions of the 1940 Act. To the
extent that the applicable law of The Commonwealth of Massachusetts, or any of
the provisions herein, conflict with the applicable provisions of the 1940 Act,
the latter shall control.
9. COUNTERPARTS. This Agreement may be executed by the parties hereto
in counterparts and if executed in more than one counterpart the separate
instruments shall constitute one agreement.
10. NOTICES. Any notice under this Agreement shall be in writing to the
other party at such address as the other party may designate from time to time
for the receipt of notices and shall be deemed to be received on the earlier of
the date actually received or on the fourth day after the postmark if such
notice is mailed first class postage prepaid.
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IN WITNESS WHEREOF, parties hereto have executed this Agreement as of
the day and year first above written.
RMR PREFERRED DIVIDEND FUND
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By: Xxxxxx X. X'Xxxxx
Title: President
RMR ADVISORS, INC.
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By: Xxxx X. Xxxxxxxx
Title: Vice President
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