FORM OF AUCTION AGENCY AGREEMENT dated as of , 2008 Relating to Series F Auction Preferred Shares of RMR DIVIDEND CAPTURE FUNDAuction Agency Agreement • January 29th, 2008 • RMR Dividend Capture Fund • New York
RMR DIVIDEND CAPTURE FUND Series F Auction Preferred Shares ($0.0001 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • January 29th, 2008 • RMR Dividend Capture Fund
Each of RMR Dividend Capture Fund, a Massachusetts business trust (the "Company"), and its investment advisor, RMR Advisors, Inc., a Massachusetts corporation (the "Investment Advisor"), confirms its agreement with RBC Capital Markets Corporation, the sole underwriter (the "Underwriter"), with respect to the issue and sale by the Company and the purchase by the Underwriter of an aggregate of 400 shares (the "Shares") of the Company's Series F Auction Preferred Shares, $0.0001 par value per share, with a liquidation preference of $25,000 per share ("Auction Preferred").
FORM OF AMENDED AND RESTATED BYLAWS OF RMR DIVIDEND CAPTURE FUND (Dated as of , 2008) ARTICLE I AGREEMENT AND DECLARATION OF TRUST AND PRINCIPAL OFFICERMR Dividend Capture Fund • January 29th, 2008 • London
Notwithstanding any other provision contained above, for purposes of determining whether a Fitch Eligible Asset falls within a specific Fitch Loan Category, to the extent that any Fitch Eligible Asset would fall within more than one of the Fitch Loan Categories, such Fitch Eligible Asset shall be deemed to fall into the Fitch Loan Category with the lowest applicable Fitch Discount Factor.
THE BANK OF NEW YORK, as Auction AgentBroker-Dealer Agreement • January 29th, 2008 • RMR Dividend Capture Fund • New York
