Shareholders approved a change in RIF’s business from a registered investment company that makes equity investments in real estate companies to a real estate investment trust, or REIT, engaged in the business of originating and investing in first mortgage whole loans secured by middle market and transitional commercial real estate and to amend RIF's fundamental investment objectives and restrictions, and status as a "diversified" fund, to permit RIF to engage in its new business.
Shareholders approved the ratification of RIF's selection of RSM US LLP ("RSM") as the Company's independent registered public accounting firm.
About RMR Real Estate Income Fund (NYSE American: RIF)
RIF has historically operated as closed end investment company advised by RMR Advisors LLC. RMR Advisors LLC is a wholly owned subsidiary of The RMR Group LLC, an alternative asset management company. The RMR Group LLC is the majority owned operating subsidiary of The RMR Group Inc. (Nasdaq: RMR), which is headquartered in Newton, MA. On April 16, 2020, shareholders approved RIF’s conversion from a registered investment company to a commercial mortgage REIT and amended RIF’s fundamental investment policies and restrictions to permit RIF to pursue its new business. RIF will begin to realign its portfolio so that it is no longer an “investment company” under the Investment Company Act of 1940 and file an application with the SEC for a Deregistration Order in due course. RIF intends to sell its existing investments and transition its portfolio into commercial mortgages as opportunities within the new investment scope arise and subject to applicable compliance requirements and other business considerations. After deregistration, the Board of Trustees anticipates RIF would terminate its existing investment advisory agreement and enter into a new management agreement with its Advisor or an affiliate of the Advisor to provide day-to-day management.
WARNINGS REGARDING FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements are based upon RIF’s present intent, beliefs and expectations, but forward-looking statements are not guaranteed to occur and may not occur for numerous reasons, some of which are beyond RIF’s control. For example:
- The process for a Deregistration Order typically takes an extended period to complete, often up to one year or longer. This process may be extended under the current COVID-19 pandemic and resulting economic downturn if it takes longer to complete the submission and for SEC staff to review it considering pressing demands and impacts resulting from the COVID-19 pandemic. Further, the SEC may determine not to grant RIF the Deregistration Order, which would materially change its plans for its business and investments.
- It may take RIF a longer period of time for it to sell off its existing investments and to transition its investments to commercial mortgages, due to COVID-19 impact and the economic downturn, including determinations to preserve capital, its ability to identify and execute on desirable commercial mortgage investments, complying with applicable regulatory, lender and governance requirements, and access to repurchase facility refinancing resources.
For these and other reasons, investors should not place undue reliance upon forward-looking statements. Except as required by law, RIF does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.