80196 Federal Register / Vol. 85, No. 239 / Friday, December 11, 2020 / Notices 

1See Docket No. RM2018–3, Order Adopting 

Final Rules Relating to Non-Public Information, 

June 27, 2018, Attachment A at 19–22 (Order No. 

4679). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 89723 

(September 1, 2020), 85 FR 55562 (September 8, 

2020). 4 15 U.S.C. 78s(b)(2). 

5See Securities Exchange Act Release No. 90178 

(October 14, 2020), 85 FR 66645 (October 20, 2020). 6 In Amendment No. 1, the Exchange modified 

the proposal with regard to the outcomes of the 

proposed new CUBE Auction functionality, as 

proposed for larger-sized orders, in certain 

situations where Customer interest at the stop price 

is resting on the Exchange’s book before, or arrives 

during, the Auction. See infra notes 15–18 and 

accompanying text for a description of these 

outcomes under the proposal as amended. See also 

Exhibit 4 of Amendment No. 1 showing the changes 

made by the amendment to the text of Commentary 

.05 to Rule 971.1NY as originally proposed. In 

Amendment No. 1 the Exchange also deleted 

proposed new Commentary .04 to Rule 971.2NY, 

which would have provided for optional 

functionality for larger-sized orders in the 

Exchange’s CUBE Auction for Complex Orders 

paralleling the similar functionality for Single-Leg 

CUBE Auctions proposed in new Commentary .05 

to Rule 971.1NY, and made other, clarifying 

revisions in its discussion of the purpose of the 

proposal. 

7An All-or-None Order or AON Order is a 

‘‘Market or Limit Order that is to be executed on 

SUMMARY: The Commission is noticing a 

recent Postal Service filing for the 

Commission’s consideration concerning 

a negotiated service agreement. This 

notice informs the public of the filing, 

invites public comment, and takes other 

administrative steps. 

DATES: Comments are due: December 

15, 2020. 

ADDRESSES: Submit comments 

electronically via the Commission’s 

Filing Online system at http://

www.prc.gov. Those who cannot submit 

comments electronically should contact 

the person identified in the FOR FURTHER

INFORMATION CONTACT section by 

telephone for advice on filing 

alternatives. 

FOR FURTHER INFORMATION CONTACT: 

David A. Trissell, General Counsel, at 

202–789–6820. 

SUPPLEMENTARY INFORMATION: 

Table of Contents 

I. Introduction 

II. Docketed Proceeding(s) 

I. Introduction 

The Commission gives notice that the 

Postal Service filed request(s) for the 

Commission to consider matters related 

to negotiated service agreement(s). The 

request(s) may propose the addition or 

removal of a negotiated service 

agreement from the market dominant or 

the competitive product list, or the 

modification of an existing product 

currently appearing on the market 

dominant or the competitive product 

list. 

Section II identifies the docket 

number(s) associated with each Postal 

Service request, the title of each Postal 

Service request, the request’s acceptance 

date, and the authority cited by the 

Postal Service for each request. For each 

request, the Commission appoints an 

officer of the Commission to represent 

the interests of the general public in the 

proceeding, pursuant to 39 U.S.C. 505 

(Public Representative). Section II also 

establishes comment deadline(s) 

pertaining to each request. 

The public portions of the Postal 

Service’s request(s) can be accessed via 

the Commission’s website (http://

www.prc.gov). Non-public portions of 

the Postal Service’s request(s), if any, 

can be accessed through compliance 

with the requirements of 39 CFR 

3011.301.1

The Commission invites comments on 

whether the Postal Service’s request(s) 

in the captioned docket(s) are consistent 

with the policies of title 39. For 

request(s) that the Postal Service states 

concern market dominant product(s), 

applicable statutory and regulatory 

requirements include 39 U.S.C. 3622, 39 

U.S.C. 3642, 39 CFR part 3030, and 39 

CFR part 3040, subpart B. For request(s) 

that the Postal Service states concern 

competitive product(s), applicable 

statutory and regulatory requirements 

include 39 U.S.C. 3632, 39 U.S.C. 3633, 

39 U.S.C. 3642, 39 CFR part 3035, and 

39 CFR part 3040, subpart B. Comment 

deadline(s) for each request appear in 

section II. 

1. Docket No(s).: MC2021–41 and 

CP2021–42; Filing Title: USPS Request 

to Add Priority Mail & First-Class 

Package Service Contract 181 to 

Competitive Product List and Notice of 

Filing Materials Under Seal; Filing 

Acceptance Date: December 7, 2020; 

Filing Authority: 39 U.S.C. 3642, 39 CFR 

3040.130 through 3040.135, and 39 CFR 

3035.105; Public Representative: 

Christopher C. Mohr; Comments Due: 

December 15, 2020. 

2. Docket No(s).: MC2021–42 and 

CP2021–43; Filing Title: USPS Request 

to Add Parcel Select Contract 44 to 

Competitive Product List and Notice of 

Filing Materials Under Seal; Filing 

Acceptance Date: December 7, 2020; 

Filing Authority: 39 U.S.C. 3642, 39 CFR 

3040.130 through 3040.135, and 39 CFR 

3035.105; Public Representative: 

Christopher C. Mohr; Comments Due: 

December 15, 2020. 

This Notice will be published in the 

Federal Register. 

Erica A. Barker, 

Secretary. 

[FR Doc. 2020–27329 Filed 12–10–20; 8:45 am] 

BILLING CODE 7710–FW–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90584; File No. SR– 

NYSEAMER–2020–64] 

Self-Regulatory Organizations; NYSE 

American LLC; Notice of Filing of 

Amendment No. 1 and Order Granting 

Accelerated Approval of a Proposed 

Rule Change, as Modified by 

Amendment No. 1, to Modify Rule 

971.1NY Regarding Customer Best 

Execution Auctions to Provide 

Optional All-or-None Functionality for 

Larger-Sized Orders 

December 7, 2020. 

I. Introduction 

On August 19, 2020, NYSE American 

LLC (‘‘NYSE American’’ or the 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

modify Rules 971.1NY and 971.2NY 

regarding the Exchange’s Customer Best 

Execution auction (‘‘CUBE Auction’’ or 

‘‘Auction’’) to provide optional all-ornone (‘‘AON’’) functionality for largersized orders. The proposed rule change 

was published for comment in the 

Federal Register on September 8, 2020.3

On October 14, 2020, pursuant to 

Section 19(b)(2) of the Act,4 the 

Commission extended the time period 

within which to approve the proposed 

rule change, disapprove the proposed 

rule change, or institute proceedings to 

determine whether to approve or 

disapprove the proposed rule change, to 

December 7, 2020.5 The Commission 

has received no comments on the 

proposed rule change. On November 24, 

2020, the Exchange filed Amendment 

No. 1 to the proposed rule change, 

which replaced and superseded the 

proposed rule change in its entirety.6

The Commission is publishing this 

notice to solicit comments on the 

proposed rule change, as modified by 

Amendment No. 1, from interested 

persons, and is approving the proposed 

rule change, as modified by Amendment 

No. 1, on an accelerated basis. 

II. Description of the Proposed Rule 

Change 

In Amendment No. 1, the Exchange 

proposes to expand its electronic 

crossing mechanism—the CUBE 

Auction—to provide optional AON 7


jbell on DSKJLSW7X2PROD with NOTICES
Federal Register / Vol. 85, No. 239 / Friday, December 11, 2020 / Notices 80197 

the Exchange in its entirety or not at all.’’ See Rule 

900.3NY(d)(4). 

8See proposed Rules 971.1NY, Commentary .05. 

Capitalized terms have the same meaning as the 

defined terms in Rule 971.1NY. 

9The Exchange cites as an example the 

Solicitation Auction Mechanism (‘‘SAM’’ or ‘‘SAM 

Auction’’) of the Cboe Exchange, Inc. (‘‘Cboe’’), 

governed by Cboe Rule 5.39, described by the 

Exchange as an electronic crossing mechanism for 

single-leg paired orders of 500 or more contracts, 

which the Cboe system automatically treats as AllOr-None, where the solicited contra order(s) trades 

entirely with the agency order at the stop price 

unless, in the aggregate, the agency order can be 

filled entirely by responses to the auction at 

improved prices or, if there are Priority Customer 

orders at the stop price, by such Priority Customer 

orders alone or in combination with responses to 

the auction at the stop price or improved prices. If 

there are Priority Customer orders at the stop price 

but insufficient size of such orders alone or when 

aggregated with responses at the stop price or better 

prices to fill the agency order, both the agency order 

and solicited contra order(s) will be cancelled. The 

Exchange notes that Cboe’s affiliated exchanges 

similarly offer such auction mechanism for largersized orders. See, e.g., Cboe EDGX Exchange, Inc. 

(‘‘Cboe EDGX’’) Rules 21.21 (SAM). The Exchange 

also notes that similar mechanisms are available on 

other options exchanges. See, e.g., Nasdaq ISE LLC 

(‘‘ISE’’), Options 3, Section 11(d) (setting forth its 

Solicited Order Mechanism). 

10See Rule 900.2NY(14) (defining Consolidated 

Book (or ‘‘Book’’) and providing that all quotes and 

orders ‘‘that are entered into the Book will be 

ranked and maintained in accordance with the rules 

of priority as provided in Rule 964NY’’). Rule 

964NY (Display, Priority and Order Allocation— 

Trading Systems) dictates the priority of quotes and 

orders. 

11See proposed Commentary .05, Rule 971.1NY. 

See Rule 971.1NY(c)(1)(A) (setting forth parameters 

for single stop price). An AON CUBE Order would 

be rejected for the same reasons as a CUBE Order 

(see Rule 971.1NY(b)(2)–(10)), except that the 

minimum size for an AON CUBE Order is 500 

contracts, as opposed to one contract, as set forth 

in Rule 971.1NY(b)(8). 

12See proposed Commentary .05, Rule 971.1NY. 

See also Rule 971.1NY(c)(1)(B)–(C) (regarding 

parameters for auto-match and auto-match limit 

price). 

13An AON CUBE Order and its paired Contra 

Order would be rejected if it failed to meet the 

pricing parameters. See Rule 971.1NY(b) (regarding 

auction eligibility requirements). 

14See Rule 971.1NY(c)(4) (setting forth the type 

of interest that causes the early end to a Single-Leg 

CUBE Auction). 

15See proposed Commentary .05, Rule 

971.1NY(a). 

16See Rule 971.1NY (c)(5)(A) (providing 

Customer interest first priority to trade with the 

CUBE Order, pursuant to the size pro rata algorithm 

set forth in Rule 964NY(b)(3) at each price point) 

and (c)(5)(B)(i) (providing that, second to Customer 

interest, RFR Responses priced below (above) the 

stop price, beginning with the lowest (highest) price 

within the range of permissible executions will 

execute with the CUBE Order, pursuant to the size 

pro rata algorithm set forth in Rule 964NY(b)(3) at 

each price point). 

17See proposed Commentary .05, Rule 

971.1NY(b). 

18See Rule 964NY (regarding order ranking and 

priority). 

functionality for ATP Holders to execute 

larger-sized orders (i.e., 500 or more 

contracts) in the Single-Leg CUBE 

Auction.8 The Exchange seeks to 

expand the CUBE Auction functionality 

in a manner consistent with similar 

price-improvement mechanisms for 

larger-sized orders already available on 

other options exchanges.9 As such, the 

Exchange believes that its proposal 

would allow it to compete with other 

options exchanges for such larger-sized 

orders and would benefit market 

participants who are already familiar 

with such price-improvement 

mechanisms. 

According to the Exchange, the CUBE 

Auction operates seamlessly with the 

Consolidated Book—while still 

affording CUBE Orders an opportunity 

to receive price improvement.10 The 

Exchange states that the proposal to 

expand the current CUBE Auction 

functionality by providing an additional 

(optional) method for market 

participants to effect larger-sized orders 

in the CUBE Auction would likewise 

operate seamlessly with the 

Consolidated Book. The Exchange 

believes that its proposal would 

encourage ATP Holders to compete 

vigorously to provide the opportunity 

for price improvement for larger-sized 

orders in a competitive auction process, 

which may lead to enhanced liquidity 

and tighter markets. 

Proposed AON Single-Leg CUBE 

functionality 

The Exchange proposes to add new 

Commentary .05 to Rule 971.1NY to 

provide that a CUBE Order of at least 

500 contracts would execute in full at 

the single stop price against the Contra 

Order, except under specified 

circumstances (the ‘‘AON CUBE 

Order’’).11 As further proposed, a Contra 

Order would not be permitted to 

guarantee an AON CUBE Order for automatch or an auto-match limit, which 

features are otherwise available in a 

Single-Leg CUBE Auction.12

The initiating price and permissible 

range of executions for a proposed AON 

CUBE Order would be determined in 

the same manner as for a standard CUBE 

Order.13 An AON CUBE Order Auction 

would also be subject to the same early 

end events as a Single-Leg CUBE 

Order.14

As proposed, an AON CUBE Order 

would not execute with the Contra 

Order if the entire AON CUBE Order 

could be satisfied in full by certain 

eligible contra-side interest. 

Specifically, the Exchange proposes that 

paragraph (a) to Commentary .05 to Rule 

971.1NY would provide that: 

(a) The Contra Order would not receive any 

allocation and will be cancelled if (i) RFR 

Responses to sell (buy) at prices lower 

(higher) than the stop price can satisfy the 

full quantity of the AON CUBE Order or (ii) 

there is Customer interest to sell (buy) at the 

stop price that on its own, or when 

aggregated with RFR Responses to sell (buy) 

at the stop price or prices lower (higher) than 

the stop price, can satisfy the full quantity of 

the AON CUBE Order. In either such case, 

the RFR Responses will be allocated as 

provided for in paragraphs (c)(5)(A) and 

(c)(5)(B)(i) of this Rule, as applicable.15

Thus, as noted by the Exchange, if 

there is price-improving contra-side 

interest that can satisfy the AON 

condition of the Auction, the AON 

CUBE Order would execute in full 

against those price-improving RFR 

Responses and the Contra Order would 

cancel. Or, absent such price-improving 

interest, if there is Customer interest 

equal to the stop price that on its own, 

or when combined with equal- or betterpriced RFR Responses that can satisfy 

the AON condition of the Auction, the 

AON CUBE Order would execute in full 

against such interest and the Contra 

Order would cancel. Under either 

scenario, the AON CUBE Order would 

be allocated against contra-side interest 

at the best price(s) pursuant to the 

Exchange’s priority rules.16

As further proposed, both the AON 

CUBE Order and Contra Order would be 

cancelled, i.e., the Auction would be 

cancelled, if there is contra-side 

Customer interest at the stop price and 

such interest on its own or when 

combined with RFR Responses (at the 

stop price or better) is insufficient to 

satisfy the entire AON CUBE Order. To 

effect this result, the Exchange proposes 

that paragraph (b) to Commentary .05 to 

Rule 971.1NY would provide that: 

(b) T he AON CUBE Order and Contra 

Order will both be cancelled if there is 

Customer interest to sell (buy) at the stop 

price and such interest, either on its own or 

when aggregated with RFR Responses to sell 

(buy) at the stop price or prices lower 

(higher) than the stop price, is insufficient to 

satisfy the full quantity of the AON CUBE 

Order.17

Thus, as proposed, if there is contraside Customer interest at the stop price, 

but there is not enough size (considering 

the Customer interest and all RFR 

Responses at the stop price or better) to 

satisfy the entire AON CUBE Order, 

then both the AON CUBE Order and the 

Contra Order would be cancelled. The 

Exchange believes that this proposal is 

consistent with the terms of how AON 

orders function generally without 

violating the Exchange’s general priority 

rules.18 With respect to allocation, the 

Exchange notes that the proposed 

functionality differs from the allocation 

of a standard Single-Leg CUBE Order in 

that the Contra Order is not guaranteed 


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80198 Federal Register / Vol. 85, No. 239 / Friday, December 11, 2020 / Notices 

19See Rule 971.1NY(c)(5)(B)(i)(b) (providing that, 

‘‘if there is sufficient size of the CUBE Order still 

available after executing at better prices or against 

Customer interest, the Contra Order shall receive 

additional contracts required to achieve an 

allocation of the greater of 40% of the original 

CUBE Order size or one contract (or the greater of 

50% of the original CUBE Order size or one contract 

if there is only one RFR Response)’’). 

20See supra note 9 (regarding Cboe’s SAM 

functionality for larger-sized paired orders 

designated as AON). 

21See proposed Commentary .05, Rule 971.1NY. 

22 In approving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

formation. See 15 U.S.C. 78c(f). 

23 17 U.S.C. 78f(b)(5). 

24See supra note 9 and see also Rules of the 

Miami International Securities Exchange, LLC at 

Rule 515A(b). 

25See supra note 6. 

26See supra note 9 

27 In the other changes made by Amendment No. 

1, the Exchange exercised its discretion not to 

propose an AON CUBE Auction for Complex Orders 

at this time, and enhanced the clarity of its 

proposal. 

28 15 U.S.C. 78s(b)(2). 

29 15 U.S.C. 78s(b)(2). 

a minimum allocation at the stop price. 

Instead, given the AON nature of the 

functionality, the Contra Order either 

trades with the entire AON CUBE Order 

or not at all.19 The Exchange’s proposal 

also is consistent with the AON nature 

of similar mechanisms on other options 

exchanges.20

With the exception of differences to 

the minimum size and allocation 

described in proposed Commentary .05 

to Rule 971.1NY, an AON CUBE Order 

would otherwise be subject to Rule 

971.1NY with respect to all other 

aspects of the CUBE Auction 

functionality.21

Implementation 

The Exchange states that it will 

announce the implementation date of 

the proposed rule change in a Trader 

Update following the approval of this 

proposed rule change. 

III. Discussion and Commission 

Findings 

After careful review, the Commission 

finds that the proposed rule change, as 

modified by Amendment No. 1, is 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder applicable to national 

securities exchanges.22 In particular, the 

Commission finds that the proposed 

rule change, as modified by Amendment 

No. 1, is consistent with Section 6(b)(5) 

of the Act,23 which requires that the 

rules of an exchange be designed, 

among other things, to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to foster cooperation 

and coordination with persons engaged 

in facilitating transactions in securities, 

and to remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system, and, in general, to protect 

investors and the public interest. 

The Commission believes that 

approving the Exchange’s proposal, as 

amended, to provide optional AON 

functionality for larger-sized orders may 

allow for greater flexibility in executing 

large-sized orders and could provide 

additional opportunities for such orders 

to receive price improvement over the 

NBBO, in the interest of perfecting the 

mechanism of free and open markets. 

The Commission further believes that 

the proposal, as amended, includes 

appropriate conditions to protect the 

priority of public customer orders on 

the Exchange, and is thereby consistent 

with the protection of investors and the 

public interest, because it assures that 

public customers who have taken the 

risk of placing limit orders on the 

Exchange have a fair opportunity to 

participate in transactions taking place 

on the Exchange. The Commission notes 

that the proposed rules providing this 

protection are similar to the rules of 

other exchanges with similar 

functionality and believes that they 

raise no novel issues.24 Based on the 

foregoing, the Commission finds that the 

proposed rule change is consistent with 

the Act. 

IV. Solicitation of Comments on 

Amendments No. 1 

Interested persons are invited to 

submit written data, views, and 

arguments concerning whether 

Amendments No. 1 is consistent with 

the Act. Comments may be submitted by 

any of the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSEAMER–2020–64 on the subject 

line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSEAMER–2020–64. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of this 

filing will also be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–NYSEAMER–2020–64 and 

should be submitted on or before 

January 4, 2021. 

V. Accelerated Approval of the 

Proposed Rule Change, as Modified by 

Amendment No. 1 

The Commission finds good cause to 

approve the proposed rule change, as 

modified by Amendment No. 1, prior to 

the thirtieth day after the date of 

publication of Amendment No. 1 in the 

Federal Register. In Amendment No. 1, 

the Exchange modified the proposal 

with respect to the outcomes of AON 

CUBE Auctions for larger-sized orders 

in certain cases where there is Customer 

interest on the Exchange’s book.25 In 

doing so, the Exchange aligned the 

outcomes of the Auction with the 

outcomes of similar mechanisms on 

other exchanges, affording appropriate 

protections for the priority of Customer 

interest,26 which the Commission has 

found to be consistent with the Act.27

Accordingly, the Commission finds 

good cause, pursuant to Section 19(b)(2) 

of the Act,28 to approve the proposed 

rule change, as modified by Amendment 

No. 1, on an accelerated basis. 

VI. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,29 that the 

proposed rule change SR–NYSEAMER– 


jbell on DSKJLSW7X2PROD with NOTICES
Federal Register / Vol. 85, No. 239 / Friday, December 11, 2020 / Notices 80199 

30 17 CFR 200.30–3(a)(12). 

2020–64, as modified by Amendment 

No. 1 be, and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.30

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–27203 Filed 12–10–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34130; 811–22260] 

RMR Mortgage Trust 

December 7, 2020. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of application for 

deregistration under Section 8(f) of the 

Investment Company Act of 1940 (the 

‘‘Act’’). 

Summary of Application: RMR 

Mortgage Trust requests an order 

declaring that it has ceased to be an 

investment company. 

Applicant: RMR Mortgage Trust. 

Filing Dates: The application was 

filed on May 27, 2020 and was amended 

on August 17, 2020, November 18, 2020 

and December 1, 2020. 

Hearing or Notification of Hearing: An 

order granting the request will be issued 

unless the Commission orders a hearing. 

Interested persons may request a 

hearing by emailing the Commission’s 

Secretary at Secretarys-Office@sec.gov 

and serving Applicant with a copy of 

the request by email. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on January 4, 2021 and 

should be accompanied by proof of 

service on Applicant, in the form of an 

affidavit, or, for lawyers, a certificate of 

service. Pursuant to rule 0–5 under the 

Act, hearing requests should state the 

nature of the writer’s interest, any facts 

bearing upon the desirability of a 

hearing on the matter, the reason for the 

request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

emailing to the Commission’s Secretary 

at Secretarys-Office@sec.gov. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

jclark@rmrgroupadvisors.com. 

FOR FURTHER INFORMATION CONTACT: 

Marc Mehrespand, Senior Counsel; 

Trace Rakestraw, Branch Chief, at (202) 

551–6825 (Division of Investment 

Management, Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

website by searching for the file 

number, or for an applicant using the 

Company name box, at http://

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Applicant’s Representations: 

1. Applicant is a Maryland statutory 

trust and is a non-diversified, closedend management investment company 

registered under the Act. Prior to the 

Special Meeting (as defined below), 

Applicant was named ‘‘RMR Real Estate 

Income Fund’’ and its primary 

investment objective was to earn and 

pay to its common shareholders a high 

level of current income by investing in 

real estate companies. Capital 

appreciation was Applicant’s secondary 

objective. 

2. At a special meeting of Applicant’s 

shareholders on April 16, 2020 (‘‘the 

Special Meeting’’), Applicant’s 

shareholders approved a proposal (the 

‘‘Business Change Proposal’’) to change 

Applicant’s business from a registered 

investment company to a commercial 

mortgage real estate investment trust 

(‘‘REIT’’) that focuses primarily on 

originating and investing in first 

mortgage whole loans secured by 

middle market and transitional 

commercial real estate (‘‘CRE’’). 

Notably, the proxy statement in 

connection with the Business Change 

Proposal stated that, if approved, 

Applicant would realign its portfolio so 

that it will not be considered an 

investment company under the Act and 

apply to the Commission for an order 

declaring that Applicant has ceased to 

be an investment company. Applicant 

represents that it has operated during its 

2020 taxable year so that it may qualify 

for taxation as a REIT for federal tax 

purposes. 

3. Applicant states that, following the 

Special Meeting, it has taken various 

steps to implement the Business 

Proposal, including changing its name 

to ‘‘RMR Mortgage Trust,’’ divesting 

legacy portfolio assets and reorienting 

its portfolio to originating and investing 

in first mortgage whole loans secured by 

middle market and transitional CRE. 

Applicant states that it also holds itself 

out in its periodic reports to 

shareholders, press releases and website 

as a company that focuses primarily on 

originating and investing in first 

mortgage whole loans secured by 

middle market and transitional CRE. 

4. Applicant’s investment advisory 

agreement (‘‘IAA’’) with RMR Advisors 

LLC (the ‘‘Adviser’’), Applicant’s 

investment adviser, remains in effect 

but Applicant anticipates that, if 

Applicant receives the order, the IAA 

would be terminated and Applicant 

would enter into a new management 

agreement with the Adviser, or an 

affiliate of the Adviser. Applicant 

represents that its officers devote 

significant time to Applicant’s new 

business strategy, including in 

connection with the formation of 

business objectives, plans and strategies 

and sourcing of mortgage origination 

opportunities. In addition, the Adviser 

has established an investment 

committee (the ‘‘Investment 

Committee’’) responsible for evaluating 

mortgage loan origination opportunities 

and making determinations as to 

whether or not to fund such loan 

opportunities, in each case, taking into 

account Applicant’s investment 

guidelines and considerations, subject 

to any required approvals by 

Applicant’s Board of Trustees 

(‘‘Board’’). Two of Applicant’s Board 

members serve as members of the 

Investment Committee. 

5. Applicant states that it currently 

originates commercial mortgage loans 

through a wholly-owned subsidiary, 

RMTG Lender LLC (the ‘‘Real Estate 

Subsidiary’’). As of November 30, 2020, 

100% of the assets of the Real Estate 

Subsidiary consisted of commercial 

mortgage loans fully secured by real 

estate. Applicant represents that it may 

establish other wholly-owned 

subsidiaries to carry out specific 

activities, consistent with Applicant’s 

business of originating and investing in 

first mortgage whole loans secured by 

middle market and transitional CRE. 

6. Applicant represents that the Real 

Estate Subsidiary is excluded from the 

definition of ‘‘investment company’’ by 

section 3(c)(5)(C) of the Act and, 

therefore, securities issued by the Real 

Estate Subsidiary are not ‘‘investment 

securities’’ as defined in section 3(a)(2) 

of the Act. Applicant states that, as of 

November 30, 2020, the value of 

investment securities owned by 

Applicant represents approximately 

35.1% of Applicant’s total assets, 

exclusive of Government securities and 

cash items, on an unconsolidated basis 

(‘‘Adjusted Total Assets’’). 

7. For the nine months ended 

September 30, 2020, Applicant states 

that it derived approximately 100% of 

its gross income from securities (other 

than investments that qualify as 

‘‘mortgages and other liens on and 

interests in real estate’’ for purposes of 

section 3(c)(5)(C) of the Act (‘‘Qualifying 

Real Estate Assets’’)) and approximately 

0% of its gross income from Qualifying 

Real Estate Assets, and for the period 

from October 1, 2020 through November 


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