Securities Exchange Act of 1934 - Rule 14a-8
RMR Real Estate Income Fund - Omission of Shareholder Proposal Submitted by Matisse Discounted Closed-End Fund Strategy

February 20, 2019

Mr. Michael K. Hoffman, Esq.
Mr. Kenneth E. Burdon, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036-6522

Re: RMR Real Estate Income Fund
Omission of Shareholder Proposal Submitted by Matisse Discounted Closed-End Fund Strategy

Dear Messrs. Hoffman and Burdon:

In a letter dated December 10, 2018, on behalf of RMR Real Estate Income Fund (the “Fund”), you requested confirmation from the staff of the Division of Investment Management (“IM”) that it would not recommend enforcement action to the Securities and Exchange Commission (the “Commission”) if a shareholder proposal and supporting statement (the “First Proposal”) submitted by Matisse Discounted Closed-End Fund Strategy (the “Proponent”) on November 8, 2018, as amended on November 27, 2018, is excluded from the proxy materials for the Fund’s 2019 Annual Meeting (the “Proxy Materials”). We also received supplemental letters from the Fund dated December 13, 2018, and January 9, 2019, (the “Supplemental Letters”) which seek confirmation that the staff of IM would not recommend enforcement action to the Commission if the Fund excluded a revised shareholder proposal submitted by the Proponent on December 10, 2018 (the “Second Proposal.”)

The Fund maintains that the First Proposal may be excluded from the Proxy Materials: (1) pursuant to Rule 14a-8(d) and Rule 14a-8(f)(1) because the First Proposal exceeds 500 words; (2) pursuant to Rule 14a-8(c) and Rule 14a-8(f)(1) because the First Proposal includes two proposals; (3) pursuant to Rule 14a-8(i)(3) because the First Proposal contains materially false or misleading statements; and (4) pursuant to Rule 14a-8(i)(8)(iii) because the First Proposal questions the competence and business judgment of the Board.

There appears to be some basis for your view that the Fund may exclude the First Proposal under Rule 14a-8(f). We note in particular that the First Proposal appears to exceed the 500-word limitation imposed by Rule 14a-8(d). We also note in particular your representation that the proponent failed to reduce the First Proposal to fewer than 500 words within 14 days of receipt of the Fund’s request. Accordingly, we will not recommend action to the Commission if the Fund omits the First Proposal from its proxy materials in reliance on Rules 14a-8(d) and (f). In reaching this position, we have not found it necessary to address the alternative bases for omission of the First Proposal upon which the Fund relies.

In addition, you requested confirmation from the staff of IM that it would not recommend enforcement action to the Commission if the Second Proposal is excluded from the Fund’s Proxy Materials pursuant to Rule 14a-8(e)(2).

There appears to be some basis for your view that the Fund may exclude the Second Proposal under Rule 14a-8(e)(2) because the Fund received it after the deadline for submitting proposals. Accordingly, we will not recommend enforcement action to the Commission if the Fund omits the Second Proposal from its proxy materials in reliance on Rule 14a-8(e)(2).

Attached is a description of the informal procedures the Division follows in responding to shareholder proposals. You may contact imshareholderporposals@sec.gov if you have any questions.

cc: Eric Boughton
Matisse Discounted Closed-End Fund Strategy
eric@matissecap.com

See: Informal Procedures Regarding Shareholder Proposals

Incoming Letters

• Incoming Letter
• Supplemental Letter
• Second Supplemental Letter

http://www.sec.gov/divisions/investment/noaction/2018/asia-pacific-fund-072018-14a-8.htm