Governance

Proper corporate governance is important to RMR Mortgage Trust. We have a five member Board of Trustees, of which three are Independent Trustees. There are three standing Committees of the Board: an Audit Committee, a Compensation Committee and a Nominating Committee. Only Trustees who are independent of the Fund's adviser serve on each of these Committees. Each Committee carries out specific responsibilities that are described in its charter. You may view the charters of the Audit Committee, the Compensation Committee or the Nominating Committee by clicking on the applicable link below.

RMRM and RMR Advisors have adopted a Joint Code of Ethics that is based on the principle that the Trustees and officers of the Fund, and the personnel of the RMR Advisors who provide services to the Fund, owe a fiduciary duty to the Fund to conduct their personal securities transactions in a manner that does not interfere with the Fund's transactions or otherwise take unfair advantage of their relationship with the Fund. We have also adopted a Code of Ethics for Principal Executive and Senior Financial Officers for the purpose of promoting honest and ethical conduct; full, fair, accurate, timely, and understandable disclosure in reports and documents and in other public communications made by the Fund; compliance with applicable laws and governmental rules and regulations; the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and accountability for adherence to the Code.

We are committed to compliance with all applicable securities laws and regulations, accounting standards, accounting controls, and audit practices. We encourage reporting violations or possible violations to our Audit Committee. We prohibit any retaliatory action for reporting violations or suspected violations in good faith.

We also have a Governance Hotline that allows users to report a concern or complaint regarding accounting, internal accounting controls, auditing or other business conduct or ethics matters.

On April 16, 2020, shareholders approved a change in RMRM’s business from a registered investment company to a commercial mortgage REIT and amended RMRM’s fundamental investment policies and restrictions to permit RMRM to pursue its new business. RMRM has begun the process of realigning its portfolio so that it is no longer an “investment company” under the Investment Company Act of 1940 and has filed an application with the Securities and Exchange Commission for a Deregistration Order. After RMRM receives the Deregistration Order, RMRM will continue to be managed by our Board and our officers. The Board will maintain substantially similar power, authority and discretion as the Board has before deregistration and be subject to the same duties under state law. RMRM intends to amend its organizational documents in accordance with their terms to remove provisions relating to the requirements of the Investment Company Act of 1940.

Committee Charters

Download item year list

Carefully consider RMRM’s investment objectives, risk factors and expenses. This and other information can be found in RMRM’s SEC filings which may be obtained by visiting the SEC Edgar database or the “SEC Filings” section of this website. Read these filings carefully before investing.

On April 16, 2020, shareholders approved a change in RMRM’s business from a registered investment company to a commercial mortgage REIT and amended RMRM’s fundamental investment policies and restrictions to permit RMRM to pursue its new business. For further details please click here. For a discussion of the risks associated with RMRM's operation as a commercial mortgage REIT, please click here. For a discussion of the risks associated with RMRM’s legacy assets that it is beginning to transition into commercial mortgages consistent with its new business strategy, please click here.

RMRM is subject to numerous risks, including investment risks. Shares of closed-end funds often trade at a discount from their net asset value. RMRM is not a complete investment program and you may lose money investing in RMRM. An investment in RMRM may not be appropriate for all investors.

RMRM is a closed-end fund and its common shares are only available for purchase and sale at current market price on the The Nasdaq Stock Market LLC. A closed-end fund’s dividend yield, market price and net asset value will fluctuate with market conditions. Closed-end funds may trade at a premium to NAV, but often trade at a discount, and RMRM has historically traded at a discount to NAV. Information for RMRM is provided for informational purposes only and does not constitute a solicitation of an offer to buy or sell RMRM shares.

There can be no assurance that RMRM’s investment objectives will be achieved or that the RMRM's investment program will be successful.