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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80200 Federal Register / Vol. 85, No. 239 / Friday, December 11, 2020 / Notices 

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

2 17 CFR 240.19b–4. 

30, 2020, Applicant derived 

approximately 82% of its gross income 

from securities (other than Qualifying 

Real Estate Assets) and approximately 

18% of its gross income from Qualifying 

Real Estate Assets. Applicant expects its 

income from securities (other than 

Qualifying Real Estate Assets and other 

assets that are not Qualifying Real Estate 

Assets but which are real estate-related 

assets (‘‘Real Estate-Related Assets’’) to 

continue to decrease, and its income 

from Qualifying Real Estate Assets and 

Real Estate-Related Assets to continue to 

increase, as it continues to divest its 

legacy portfolio assets and reinvest in 

Qualifying Real Estate Assets and RealEstate Related Assets. Applicant 

represents that currently it derives no 

material portion of its gross income 

from securities that are not Qualifying 

Real Estate Assets or Real Estate-Related 

Assets. 

8. Upon deregistering as an 

investment company, which will be the 

final step in implementing the Business 

Change Proposal, Applicant represents 

that it will issue a press release to 

shareholders indicating that it is no 

longer a registered investment company 

and will cease indicating in its financial 

statements that it is a registered 

investment company. 

9. Applicant states that it is not 

currently a party to any litigation or 

administrative proceeding and has 

timely complied with its obligations to 

file annual and other reports with the 

Commission. 

10. Applicant represents that, if the 

requested order is granted, its common 

shares will continue to be traded on The 

Nasdaq Stock Market LLC. 

Applicant’s Legal Analysis: 

1. Section 8(f) of the Act provides that 

whenever the Commission, upon 

application or its own motion, finds that 

a registered investment company has 

ceased to be an investment company, 

the Commission shall so declare by 

order and upon the taking effect of such 

order, the registration of such company 

shall cease to be in effect. 

2. Section 3(a)(1)(A) of the Act defines 

an ‘‘investment company’’ as any issuer 

which ‘‘is or holds itself out as being 

engaged primarily, or proposes to 

engage primarily, in the business of 

investing, reinvesting, or trading in 

securities.’’ Section 3(a)(1)(B) of the Act 

defines an ‘‘investment company’’ as 

any issuer which ‘‘is engaged or 

proposes to engage in the business of 

issuing face-amount certificates of the 

installment type, or has been engaged in 

such business and has any such 

certificate outstanding.’’ 

3. Section 3(a)(1)(C) of the Act defines 

an ‘‘investment company’’ as any issuer 

which ‘‘is engaged or proposes to engage 

in the business of investing, reinvesting, 

owning, holding, or trading in 

securities, and owns or proposes to 

acquire investment securities having a 

value exceeding 40 per centum of the 

value of such issuer’s total assets 

(exclusive of Government securities and 

cash items) on an unconsolidated 

basis.’’ Section 3(a)(2) of the Act defines 

‘‘investment securities’’ as ‘‘all 

securities except (A) Government 

securities, (B) securities issued by 

employees’ securities companies, and 

(C) securities issued by majority-owned 

subsidiaries of the owner which (i) are 

not investment companies, and (ii) are 

not relying on the exception from the 

definition of investment company in 

paragraph (1) or (7) of subsection (c).’’ 

4. Applicant states that it is no longer 

an investment company as defined in 

section 3(a)(1)(A), 3(a)(1)(B) or section 

3(a)(1)(C). With regard to section 

3(a)(1)(A), Applicant represents that it 

now operates as a commercial mortgage 

REIT, and argues that its historical 

development, its public representations, 

the activities of its directors and 

officers, the nature of its present assets 

and the sources of its present income 

support this assertion. 

5. With regard to section 3(a)(1)(B), 

Applicant represents that it is not 

engaged, and does not propose to 

engage, in the business of issuing faceamount certificates of the installment 

type, has not been engaged in such 

business and does not have any such 

certificate outstanding. 

6. With regard to section 3(a)(1)(C), 

Applicant represents that, as discussed 

in greater detail below, the Real Estate 

Subsidiary is excluded from the 

definition of investment company by 

virtue of section 3(c)(5)(C) of the Act 

and that, as a result, securities issued by 

the Real Estate Subsidiary are not 

‘‘investment securities’’ within the 

meaning of section 3(a)(2) of the Act. 

Because the value of Applicant’s 

interest in the Real Estate Subsidiary 

exceeds 60% of the value of Applicant’s 

Adjusted Total Assets, the value of any 

‘‘investment securities’’ owned by 

Applicant is less than 40% of the value 

of Applicant’s Adjusted Total Assets. 

Applicant, therefore, states that it is not 

an investment company within the 

meaning of section 3(a)(1)(C) of the Act. 

7. Section 3(c)(5)(C) of the Act 

excludes from the definition of an 

investment company ‘‘any person who 

is not engaged in the business of issuing 

redeemable securities, face-amount 

certificates of the installment type or 

periodic payment plan certificates, and 

who is primarily engaged in one or more 

of the following businesses: . . . (C) 

purchasing or otherwise acquiring 

mortgages and other liens on and 

interests in real estate.’’ 

8. Applicant represents that, as of 

November 30, 2020, the only assets of 

the Real Estate Subsidiary were 

mortgage loans fully secured by real 

estate and, as a result, the Real Estate 

Subsidiary meets the exclusion from the 

definition of investment company in 

section 3(c)(5)(C). 

9. Applicant states that it is thus 

qualified for an order of the Commission 

pursuant to section 8(f) of the Act. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–27206 Filed 12–10–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90579; File No. SR– 

PEARL–2020–28] 

Self-Regulatory Organizations; MIAX 

PEARL, LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend Exchange 

Rule 2611, Odd and Mixed Lots 

December 7, 2020. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on November 

23, 2020, MIAX PEARL, LLC (‘‘MIAX 

PEARL’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange is filing a proposal to 

amend Exchange Rule 2611 regarding 

the handling of odd lot sized orders. 

The text of the proposed rule change 

is available on the Exchange’s website at 

http://www.miaxoptions.com/rulefilings/pearl at MIAX PEARL’s principal 

office, and at the Commission’s Public 

Reference Room. 


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