EXHIBIT 99.(p)(2)
RMR ASIA PACIFIC REAL ESTATE FUND
SUBSCRIPTION AGREEMENT
April 20, 2006
The undersigned, RMR Advisors, Inc., hereby offers to subscribe for and
purchase four thousand nine hundred and ninty-nine (4,999) common shares of
beneficial interest, $0.001 par value per share (the "Shares"), of RMR Asia
Pacific Real Estate 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.
In connection with this purchase, the undersigned hereby represents and
warrants as follows:
(a) The undersigned is an "accredited investor" as defined in Regulation D
under the Securities Act of 1933, as amended (the "Securities Act"), and is
acquiring the Shares for its own account and is not purchasing the Shares with a
view to the resale, distribution or other disposition thereof in violation of
the Securities Act.
(b) The undersigned has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of its
investment in the Shares, and the undersigned is able to bear the economic risk
of its investment in the Shares. The undersigned has had access to such
financial and other information concerning the Fund and the Shares as it deemed
necessary or appropriate in order to make an informed investment decision with
respect to its purchase of the Shares, including an opportunity to ask questions
of and request information from the Fund.
(c) The undersigned understands that the Shares are being offered and sold
in a transaction not involving any public offering in the United States within
the meaning of the Securities Act, and the Shares have not been and will not be
registered under the Securities Act. If in the future the undersigned decides to
offer, resell, pledge or otherwise transfer the Shares, the Shares will not be
offered, resold, pledged or otherwise transferred unless a registration
statement under the Securities Act is in effect with respect to the Shares or an
exemption from the registration provisions of the Securities Act is then
available.
(d) The undersigned understands that the Fund intends to and the
undersigned agrees that the Fund may, place or cause to be placed a legend on
each certificate for the Shares, if any, and each certificate for any securities
issued in exchange for or in respect of the Shares, stating that such Shares or
other securities have not been registered under the Securities Act and setting
forth or referring to the restrictions on transferability and sale specified
herein.
The undersigned understands that the Fund and its counsel will rely upon
the accuracy and truth of the foregoing representations, and the undersigned
hereby consents to such reliance.
The declaration of trust establishing RMR Asia Pacific Real Estate Fund, a
copy of which, together with all amendments thereto (the "Declaration"), is duly
filed in the office of the Secretary of the Commonwealth of Massachusetts,
provides that the name "RMR Asia Pacific Real Estate Fund" refers to the
trustees under the Declaration collectively as trustees, but not individually or
personally, and that no trustee, officer, shareholder, employee or agent of RMR
Asia Pacific Real Estate Fund shall be held to any personal liability, jointly
or severally, for any obligation of, or claim against, RMR Asia Pacific Real
Estate Fund. All persons dealing with RMR Asia Pacific Real Estate Fund, in any
way, shall look only to the assets of RMR Asia Pacific Real Estate Fund for the
payment of any sum or the performance of any obligation.
RMR ADVISORS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Treasurer
ACCEPTANCE
The undersigned, RMR Asia Pacific Real Estate Fund, hereby accepts the
foregoing offer to purchase 4,999 shares of beneficial interest.
RMR ASIA PACIFIC REAL ESTATE FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇, President
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