RMR HOSPITALITY AND REAL ESTATE FUND

AMENDMENT NO. 2 TO AGREEMENT AND DECLARATION OF TRUST

      AMENDMENT NO. 2, dated as of September 26, 2006
to the Agreement and Declaration of Trust of the RMR
Hospitality and Real Estate Fund dated as of January
27, 2004, as amended.

      Article VI, Section 2(b) of the Trusts Agreement
and Declaration of Trust is replaced in its entirety
with the following text:

(b)	Notwithstanding anything to the contrary in
paragraph (a) of this Section 2: (i) the granting of
a pledge or security interest in all or substantially
all of the Trusts assets may be done by majority vote
of the Trustees then in office and without Shareholder
approval even if such pledge may result in sale or
transfer of all or substantially all of the Trusts
assets in the event that the Trust defaults upon
obligations which are secured by such security interest
or pledge; and (ii) if any of the actions described in
paragraph (a) of this Section 2 are approved by
seventyfive percent (75%) of the Trustees then in
office, then no Shareholder approval will be required
for such actions except to the extent Shareholder
approval is required by applicable law, and, if approval
by Shareholders is required by applicable law, the vote
required shall be a majority (or the least amount
legally permitted if higher than the majority) of
Shares voted or, if applicable law does not permit
approval by a percentage of Shares voted, the vote
required shall be a majority (or the least amount
legally permitted if higher than the majority) of
Shares outstanding and entitled to vote.
      IN WITNESS WHEREOF, RMR Hospitality and Real
Estate Fund has caused this Amendment to be executed
by its duly authorized officer as of the day and year
first above written.

RMR HOSPITALITY AND REAL ESTATE FUND
By: /s/ Thomas M. OBrien
Thomas M. OBrien
President