Shares RMR DIVIDEND CAPTURE FUND Common Shares of Beneficial Interest ($0.001 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • December 17th, 2007 • RMR Dividend Capture Fund • New York
RBC Capital Markets Corporation Oppenheimer & Co. Inc. As the Representatives of the several underwriters named in Schedule I hereto c/o RBC Capital Markets Corporation One Liberty Plaza 165 Broadway New York, NY 10006-1404
CUSTODIAN AGREEMENTCustodian Agreement • December 17th, 2007 • RMR Dividend Capture Fund • Massachusetts
AMENDED MARKETING AND SALES AGREEMENTMarketing and Sales Agreement • December 17th, 2007 • RMR Dividend Capture Fund • Delaware
THIS MARKETING AND SALES AGREEMENT (the "Agreement") dated as of October 15, 2007 (the "Effective Date"), as amended November 23, 2007 is by and between RMR Advisors, Inc. ("RMR"), an SEC registered investment adviser incorporated in Massachusetts, Foreside Fund Services, LLC ("FFS"), a Delaware limited liability company and Foreside Advisory Network, LLC ("FAN"), a Delaware limited liability company (collectively, the "Parties"). FFS and FAN are sometimes referred to herein collectively as "Foreside".
SUB-ADMINISTRATION AGREEMENTSub-Administration Agreement • December 17th, 2007 • RMR Dividend Capture Fund • Massachusetts
Agreement dated as of November 16, 2007 by and between State Street Bank and Trust Company, a Massachusetts trust company (the "Sub-Administrator") and RMR Advisors, Inc., a Massachusetts corporation (the "Administrator").
LEAD MANAGING UNDERWRITER STRUCTURING FEE AGREEMENTStructuring Fee Agreement • December 17th, 2007 • RMR Dividend Capture Fund • New York
Reference is made to the Equity Underwriting Agreement dated the date hereof (the "Underwriting Agreement"), by and among RMR Dividend Capture Fund, a Massachusetts business trust (the "Fund"), RMR Advisors, Inc., a Massachusetts corporation (the "Advisor"), and each of the respective Underwriters named therein, with respect to the issue and sale of the Fund's Common Shares of Beneficial Interest, $0.001 par value (the "Common Shares"), as described therein (the "Offering"). Reference is also made to (i) the Investment Advisory Agreement dated July 12, 2007 (the "Advisory Agreement") entered into between the Advisor and the Fund, and (ii) the registration statement on Form N-2 (File Nos. 333-143783 and 811-22079) regarding the Common Shares of the Fund (the "Registration Statement"). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
TRANSFER AGENT SERVICES AGREEMENTTransfer Agent Services Agreement • December 17th, 2007 • RMR Dividend Capture Fund • Minnesota
This Transfer Agent Services Agreement ("Agreement"), dated as of November , 2007, by and between RMR Dividend Capture Fund, a business trust duly organized and existing under the laws of the Commonwealth of Massachusetts ("Trust"), and Wells Fargo Bank, National Association, a national banking association, organized under the laws of the United States of America ("Transfer Agent"), is for the purpose of performing the services described herein.
RMR DIVIDEND CAPTURE FUND SUBSCRIPTION AGREEMENT November 13, 2007Subscription Agreement • December 17th, 2007 • RMR Dividend Capture Fund
The undersigned, RMR Advisors, Inc., hereby offers to subscribe for and purchase four thousand nine hundred and ninety nine (4,999) common shares of beneficial interest, $.001 par value per share (the "Shares"), of RMR Dividend Capture Fund (the "Fund") at an aggregate price of $99,980.00, such sum to be tendered in exchange for the Shares concurrently with the execution of this Agreement.
