LEAD MANAGING UNDERWRITER STRUCTURING FEE AGREEMENTLead Managing Underwriter • 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.
