FORM OF ORGANIZATIONAL AND OFFERING
EXPENSES REIMBURSEMENT 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., a Massachusetts corporation (the "Manager").
WHEREAS, the Fund and the Manager have entered into an Investment
Advisory Agreement dated February 14, 2005 (the "Advisory Agreement");
NOW THEREFORE, in consideration of the mutual covenants hereinafter
contained, and in connection with the establishment and commencement of
operations of the Fund, it is hereby agreed by and between the parties hereto as
follows:
1. The Manager agrees to reimburse the Fund for expenses incurred by the
Fund in connection with the organization of the Fund if the initial
public offering is not completed. The Manager also agrees that if the
initial public offering occurs, the Manager will bear all of the
organizational expenses and any of the costs of the initial offering of
the common shares of beneficial interest of the Fund ("shares") to the
extent the costs of such offering exceed $0.04 per share. The expenses
for which the Fund is being reimbursed pursuant to this Agreement do
not include (i) the Advisory Fee, as defined in the Advisory Agreement,
payable by the Fund pursuant to the terms of the Advisory Agreement, as
such Advisory Fee may be modified by the Fee Waiver set forth in the
Advisory Agreement, and (ii) any sales load or underwriting discount
paid by shareholders of the Fund.
2. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule, or otherwise, the remainder shall not be
thereby affected.
3. The Fund's Agreement and Declaration of Trust, as amended to date, is
on file with the Secretary 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
Manager shall look solely to the Fund's estate for the payment of any
claim hereunder or for the performance of the Fund's duties created by
this Agreement.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Fund and the Manager have caused this Agreement
to be executed on the day and year above written.
RMR PREFERRED DIVIDEND FUND
By:
-------------------------------------
Name: Xxxxxx X. X'Xxxxx
Title: President
RMR ADVISORS, INC.
By:
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Name: Xxxx X. Xxxxxxxx
Title: Treasurer
[Signature Page to Organizational and Offering Expense Agreement]
