RMR Real Estate Income Fund
File No. 811-22260
Sub-Item No. 77M: Merger
On February 17, 2017, the Board of Trustees of RMR
Real Estate Income Fund (the "DE Fund") approved an
Agreement and Plan of Redomestication (the "Agreement")
that provided for the DE Fund to merge with and into a newly
formed, wholly-owned subsidiary of the DE Fund organized
as a Maryland statutory trust (the "Fund"), which subsidiary
would be the surviving entity in the merger (the
"Redomestication").
On April 13, 2017, at the annual meeting of
shareholders of the common shares and preferred shares of
beneficial interest of the DE Fund, the shareholders approved
the Agreement. Pursuant to the Agreement, on April 18, 2017,
each common share of beneficial interest of the DE Fund
converted into a common share of beneficial interest of the
Fund, and each preferred share of beneficial interest of each of
the five series of the preferred shares of the DE Fund
(together, the "DE Preferred Shares") converted into a
corresponding preferred share of beneficial interest of the
Fund with substantively identically terms, including equal
aggregate liquidation preferences (together, the "MD Preferred
Shares"). The Fund assumed all of the liabilities of the DE
Fund, and the DE Fund ceased to exist. Common shares of the
Fund owned immediately after the Redomestication had an
aggregate net asset value equal to the aggregate net asset value
of the DE Fund's common shares held immediately before the
Redomestication. The Fund, the DE Fund and shareholders of
the DE Fund should not recognize any capital gain or loss for
U.S. federal income tax purposes as a direct result of the
Redomestication.
The purpose and effect of the Redomestication was to
redomesticate the DE Fund from a Delaware statutory trust to
a Maryland statutory trust. In connection with the
Redomestication the Fund adopted the DE Fund's registration
under the Investment Company Act of 1940 and succeeded to
the DE Fund's registration under the Securities Exchange Act
of 1934.
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714581.02-BOSSR01A - MSW
714581.02-BOSSR01A - MSW
