On January 5, 2021, the Securities and Exchange Commission issued an order pursuant to Section 8(f) of the Investment Company Act of 1940 (the “1940 Act”) declaring that company have ceased to be an investment company under the 1940 Act (the “Deregistration Order”). The issuance of the Deregistration Order enables to proceed with full implementation of new business mandate to operate as a 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 (the “Business Change”). In connection with the Business Change, RMR Mortgage Trust terminated investment advisory agreement with RMR Advisors LLC (“RMR Advisors”) and entered into a new management agreement (“Management Agreement”) with Tremont Realty Advisors LLC (“Tremont Advisors”), effective January 5, 2021 (the “Effective Date”). A summary of the principal terms of the Management Agreements are as follows: Base Management Fee: RMR Mortgage Trust is required to pay Tremont Advisors an annual base management fee equal to 1.5% of equity, payable in cash quarterly (0.375% per quarter) in arrears. Under the Management Agreement, “equity” means (a) the sum of (i) company's net asset value as of the Effective Date, plus (ii) the net proceeds received by company from any future sale or issuance of company's shares of beneficial interest, plus (iii) company's cumulative core earnings (as defined below) for the period commencing on the Effective Date to the end of the applicable most recent completed calendar quarter, less (b) (i) any distributions previously paid to holders of common shares, (ii) any incentive fee previously paid to Tremont Advisors and (iii) any amount that company may have paid to repurchase company common shares. All items in the foregoing sentence (other than clause (a)(iii)) are calculated on a daily weighted average basis. Incentive Fee. Starting in the calendar quarter ending March 31, 2021, company is required to pay Tremont Advisors quarterly an incentive fee in arrears in cash equal to the difference between: (a) the product of (i) 20% and (ii) the difference between (A) company's core earnings for the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable), including the calendar quarter (or part thereof) for which the calculation of the incentive fee is being made, and (B) the product of (1) company's equity in the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable), including the calendar quarter (or part thereof) for which the calculation of the incentive fee is being made, and (2) 7% per year and (b) the sum of any incentive fees paid to Tremont Advisors with respect to the first three calendar quarters of the most recent 12 month period (or such lesser number of completed calendar quarters preceding the applicable period, if applicable). No incentive fee shall be payable with respect to any calendar quarter unless core earnings for the 12 most recently completed calendar quarters (or such lesser number of completed calendar quarters from January 5, 2021) in the aggregate is greater than zero. The incentive fee may not be less than zero. For purposes of the calculation of base management fees and incentive fees payable to Tremont Advisors under the Management Agreement, “core earnings” is defined as net income (or loss) attributable to common shareholders computed in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), including realized losses not otherwise included in GAAP net income (loss), and excluding: (a) the incentive fees earned by Tremont Advisors; (b) depreciation and amortization (if any); (c) non cash equity compensation expense (if any); (d) unrealized gains, losses and other similar non-cash items that are included in net income for the period of the calculation (regardless of whether such items are included in or deducted from net income or in other comprehensive income or loss under GAAP); and (e) one-time events pursuant to changes in GAAP and certain material non cash income or expense items (in each case after discussions between Tremont Advisors and Independent Trustees and approved by a majority of such Independent Trustees). Pursuant to the terms of the Management Agreement, the exclusion of depreciation and amortization from the calculation of core earnings shall only apply to owned real estate. Company's shares of beneficial interest that are entitled to a specific periodic distribution or have other debt characteristics will not be included in equity for the purpose of calculating incentive fees payable to Tremont Advisors. Instead, the aggregate distribution amount that accrues to such shares during the calendar quarter of such calculation will be subtracted from core earnings for purposes of calculating incentive fees, unless such distribution is otherwise already excluded from core earnings. Equity and core earnings as defined in the Management Agreement are non-GAAP financial measures and may be different than shareholders’ equity and net income calculated according to GAAP.