SEC Division of Investment Management staff letter: RMR Real Estate Income Fund - Omission of Shareholder Proposal Submitted by Matisse Discounted Closed-End Fund Strategy — SEC — US

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VIA ELECTRONIC MAIL (IMshareholderproposals@sec.gov) U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: RMR Real Estate Income Fund Securities and Exchange Act of 1934 Omission of Shareholder Proposal Pursuant to Rule 14a-8 Ladies and Gentlemen:
We are writing on behalf of the RMR Real Estate Income Fund (the "Fund"), pursuant to Rule 14a-8(j) promulgated under the Securities and Exchange Act of 1934 (the "Exchange Act") to request that the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") concur with the Fund's view that, for the reasons stated below, the shareholder proposal and supporting statement (collectively, the "Proposal") of Matisse Discounted Closed-End Fund Strategy (the "Proponent") may be properly omitted from the proxy materials (the "Proxy Materials") to be distributed by the Fund in connection with its annual meeting of shareholders, currently scheduled to be held on May 22, 2020 (the "2020 Annual Meeting"). In accordance with Staff Legal Bulletin No. 14D (Nov. 7, 2008), this letter and its attachments are being emailed to imshareholderproposals@sec.gov. In accordance with Rule

14a-8(j)(1), a copy of this letter and its attachments are being sent simultaneously to the Proponent. If the Proponent elects to submit correspondence to the Commission or the Staff with respect to the Proposal or this letter, we request that a copy of that correspondence be furnished concurrently to the undersigned on behalf of the Fund pursuant to Rule 14a-8(k) and Staff Legal Bulletin No. 14D. We request that such copy be emailed to us at michael.hoffman@skadden.com and kenneth.burdon@skadden.com. BACKGROUND On October 18, 2019, the Fund received the Proposal, which was accompanied by a cover letter from the Proponent and a letter from UMB Bank (collectively, the "Submission"). A copy of the Submission is attached hereto as Exhibit A. In accordance with Rule 14a-8(f)(1), on October 23, 2019, the Fund sent a letter to the Proponent, pointing out certain procedural and eligibility deficiencies with the Submission (the "Deficiency Letter"). As suggested in Section G.3 of Staff Legal Bulletin No. 14 (July 13, 2001) ("SLB No. 14"), the Deficiency Letter included a copy of Rule 14a-8. The Deficiency Letter notified the Proponent that the Proposal failed to comply with Rule 14a-8(c) because the Proposal included two proposals. The Fund additionally stated that the Submission failed to comply with Rule 14a-8(b)(1). The Fund requested that the Proponent correct these deficiencies and provide appropriate documentation by mail or electronic transmission to the Fund no later than 14 calendar days after the date the Proponent received the Deficiency Notice. A copy of the Deficiency Letter is attached hereto as Exhibit B. In response to the Deficiency Notice, the Fund received an email from the Proponent on October 24, 2019 (the "October 24 Email"). In the October 24 Email, the Proponent refused to withdraw or amend the Proposal. The Proponent instead asserted that the Proposal consists of a single proposal and reiterated the request that the Fund include the Proposal "exactly as written" on the Fund's proxy. The Proponent also attached a revised letter from UMB Bank. A copy of the October 24 Email is attached hereto as Exhibit C. BASES FOR EXCLUSION The Fund believes that the Proposal may be properly excluded from the Proxy Materials pursuant to:

Rule 14a-8(c) and Rule 14a-8(f)(1) because the Proposal includes two proposals;
Rule 14a-8(i)(10) because the Fund will have already substantially implemented
the Proposal prior to the 2020 Annual Meeting;
Rule 14a-8(i)(3) because the Proposal contains materially false and misleading
statements; and
Rule 14a-8(i)(8)(iii) because the Proposal questions the competence and business
judgment of the Board of Trustees of the Fund (the "Board," and each member a "Trustee"), one member of which will stand for election at the Fund's 2020 Annual Meeting. ANALYSIS

The Fund may exclude the Proposal pursuant to Rule 14a-8(c) and Rule 14a8(f)(1) because the Proposal constitutes more than one proposal.
Rule 14a-8(c) provides that "[e]ach shareholder may submit no more than one proposal to a company for a particular shareholders' meeting." In adopting the rule, the Commission in Exchange Act Release No. 12999 (Nov. 22, 1976) noted the possibility that some proponents may attempt to evade the rule's limitations through various maneuvers. 1 The oneproposal limitation applies not only to proponents who submit multiple proposals as separate submissions, but also to proponents who submit proposals that are comprised of multiple parts even though the parts may seemingly address one general concept. See, e.g., Streamline Health Solutions, Inc. (Mar. 23, 2010) (permitting exclusion of a multi-part proposal that the proponent claimed all related to the election of directors); and American Electric Power Co., Inc. (Jan. 2,
2001) (permitting exclusion of a multi-part proposal that the proponent claimed all related to
"corporate governance"). The Staff also has concurred that proposals that require a "variety of corporate actions" may be excluded. See, e.g., Morgan Stanley (Feb. 4, 2009) (permitting exclusion of a proposal that requested stock ownership guidelines for director candidates, new conflict of interest disclosures for director nominees, and new limits on compensation of directors and nominees); and General Motors Corporation (April 9, 2007) (permitting exclusion of a proposal that included several separate and distinct steps to restructure the company). The Fund believes that the Proposal violates Rule 14a-8(c) because the Proposal includes two separate and distinct proposals. Despite being couched as a single proposal, the Proposal requests that the Board take two completely separate and distinct actions – first, it resolves that all investment advisory and management agreements between the Fund and the Advisor be terminated and, second, it recommends that the Board propose a plan to liquidate or open-end the Fund. Either proposal could be implemented independently of the other. And, each of these secondary alternatives would require completely distinct and separate actions and approvals by the Board and/or shareholders under both the federal securities laws and the Fund's Agreement and Declaration of Trust, as well as distinct and separate regulatory filings with the Commission.

1 The predecessor to Rule 14a-8(c) initially provided that each proponent may submit two proposals; the rule was subsequently amended in 1983 to provide for the current one-proposal limitation.

A shareholder proposal in which one part of the proposal addresses matters or actions that arise from the implementation of another part of the proposal is not a single proposal. See, e.g., Textron Inc. (Mar. 7, 2012). In Textron, a shareholder submitted a multi-part proposal, most of which related to the inclusion of shareholder nominations for director in Textron's proxy materials. A second part of the proposal, however, provided that any election resulting in a majority of board seats being filled by individuals nominated as a consequence of the other parts of the shareholder proposal would not be considered a change in control of the company. The company argued that the element of the proposal seeking to prescribe how the company defined a change in control was a separate matter from shareholder nominations addressed in the proposal's other elements. In concurring that the company could exclude the proposal, the Staff noted that the portion of the proposal relating to a change in control constituted a separate and distinct matter from the prerequisite portions of the proposal relating to the inclusion of shareholder nominations. The Proposal is distinguishable from Franklin Limited Duration Income Trust (July 27, 2016) ("Franklin 2016"), in which the Staff was unable to concur with the exclusion of a proposal requesting that the board consider authorizing a tender offer. 2 In Franklin 2016, the second element of the proposal is dependent on the results of the first element. Although the Proponent, in the October 24 Email, claims that the Proposal is "one proposal which is a conditional proposal," even a perfunctory reading of the Proposal reveals that it is an attempt by the Proponent to advocate for two separate proposals in a manner designed to circumvent the requirements of Rule 14a-8(c). Indeed, the Proposal would have exactly the same meaning if "provided, however," the language that purports to introduce the conditional statement, were replaced with "or, in the alternative." Therefore, the Proponent should not be able to recast two separate and distinct proposals as a "a single proposal [ . . .] which contains a conditional statement." Pursuant to Rule 14a-8(f)(1), the Fund duly notified the Proponent that the Proposal exceeded the one-proposal limitation in the Deficiency Letter. The revised Proposal, which contains no revisions to the supporting statement, also exceeds the one-proposal limitation, and the Fund has received no further revisions to the Proposal. Accordingly, we respectfully request the Staff's concurrence with the Fund's view that the Proposal may be excluded from the Proxy Materials because it exceeds the one-proposal limitation contained in Rule 14a-8(c) and Rule 14a-8(f)(1). However, should the Staff not concur with the Fund's position that it may exclude the Proposal on the aforementioned basis or conclude that the Proposal constitutes one proposal, the Fund believes that the Proposal may be excluded from the

2 The proposal submitted to Franklin Limited Duration Income Trust reads: "BE IT RESOLVED, that the shareholders of Franklin Limited Duration Income Trust (the "Fund"), requests that the Board of Trustees (the "Board") consider authorizing a self-tender offer for all outstanding shares of the Fund at or close to net asset value ("NAV"). If more than 50% of the Fund's outstanding shares are submitted for tender, the tender offer should be cancelled and the Board should take the steps necessary to liquidate or convert the Fund into an openend mutual fund."

Proxy Materials pursuant to Rule 14a-8(i)(10) because the Fund will have already substantially implemented the Proposal prior to the 2020 Annual Meeting.
2. If the Staff disagrees with our analysis that the Proposal constitutes more
than one proposal, then the Proposal is a request that the Fund terminate all investment advisory and management agreements between the Fund and RMR Advisors LLC (the "Advisor" and such agreements, the "RMR Agreements"), and the Fund may exclude the Proposal pursuant to Rule 14a-8(i)(10) because the Fund will have already substantially implemented the Proposal prior to the 2020 Annual Meeting. Rule 14a-8(i)(10) permits a company to exclude a shareholder proposal from its proxy materials if the company has "substantially implemented" the proposal. The Commission stated in 1976 that the predecessor to Rule 14a-8(i)(10) was "designed to avoid the possibility of shareholders having to consider matters which already have been favorably acted upon by the management." 3 The Commission later stated that formalistic application of the rule requiring full implementation "defeated [the rule's] purpose," and subsequently adopted a revised interpretation to the rule to permit the omission of proposals that had been "substantially implemented." 4 Applying the "substantially implemented" standard, the Staff has noted that "a determination that the company has substantially implemented the proposal depends upon whether [the company's] particular policies, practices and procedures compare favorably with the guidelines of the proposal." 5 In cases where a company can demonstrate that it already has taken actions to address the underlying concerns and essential objectives of a shareholder proposal, the Staff has concurred that the proposal has been "substantially implemented" and may be excluded as moot under Rule 14a-8(i)(10), even if the company addresses aspects of implementation on which a shareholder proposal is silent or which may differ from the manner in which the shareholder proponent would implement the proposal. 6 Additionally, the Staff has consistently

3 Exchange Act Release No. 12598 (July 7, 1976).
4 Exchange Act Release No. 20091 (Aug. 16, 1983) (the "1983 Release") and Exchange Act Release No. 40018, at no. 30 (May 21, 1998). 5 See Texaco, Inc. (Mar. 28, 1991 ); see also Aluminum Company of America (Jan. 16, 1996) ( stating that a proposal is substantially implemented when the company's practices are consistent with the "intent of the proposal"). 6 See, e.g., PPG Industries, Inc. (Jan. 23, 2018); Apple Inc. (Dec. 12, 2017); QUALCOMM Incorporated (Dec. 8, 2017); NETGEAR, Inc. (Mar. 31, 2015); Exelon Corp. (Feb. 26, 201 0); Express Scripts, Inc. (Jan. 28, 201 0); Exxon Mobile Corp. (Mar. 23, 2009); Hewlett-Packard Co. (Dec. 11, 2007); Johnson & Johnson (Feb. 17, 2006); General Motors Corp. (Mar. 4, 1996). (cont'd)

granted no-action relief under Rule 14a-8(i)(10) where a company intends to omit a shareholder proposal on the grounds that the board of directors is expected to take certain actions that will substantially implement the proposal, and then supplements its request for no-action relief by notifying the Staff after the board of directors has acted. 7 In other words, Rule 14a-8(i)(10) permits exclusion of a shareholder proposal when a company has implemented, or taken steps to implement, the essential objective of the proposal and such implementation need not precisely correspond to the actions sought by a shareholder proponent. 8 The Proposal requests that the Fund resolve to terminate the RMR Agreements. If the Proposal is viewed as a single proposal, termination of the advisory contract is its sole subject matter. The Proponent admits as much in the October 24 Email when the Proponent states that the Proposal is a "single proposal… which contains a conditional statement." Further color on the Proponent's intent is contained in an email submitted to the Fund on November 27, 2018 in connection with the same proposal submitted for the Fund's 2019 annual meeting (the "November 27 Email"). 9 The November 27 Email is attached hereto as Exhibit D. The Proponent states the following in the November 27 Email:
Obviously, my proposal can't itself be interpreted as proposing to open-end or liquidate the fund, when in support of it I urge shareholders to ask for a separate proposal from management to accomplish those things! No, my proposal's words are clearly singular in their legal effect and purpose. I could just as easily have made a single proposal: "The management contract shall be terminated unless Jupiter collides with Mars in August", but I chose to make a single proposal: "The management contract shall be terminated unless the fund puts a liquidation or open-ending in process." As of the date hereof, the Board has already taken substantial steps toward implementing the Proponent's stated goal of terminating the RMR Agreements, and both the Board and the Fund's shareholders are expected to take additional steps toward that stated goal prior to the 2020 Annual Meeting. On August 5, 2019, the Advisor presented a proposal to the Board to change the Fund's business from a registered investment company that makes equity investments in real estate companies to a real estate investment trust (a "REIT") engaged in the business of

7 See, e.g., Johnson & Johnson (Feb. 19, 2008); The Dow Chemical Co. (Feb. 26, 2007); Intel Corp. (Mar. 11,
2003) (each granting no-action relief where the company notified the Staff of its intention to omit a shareholder
proposal under Rule 14a-8(i)(10) because the board of directors was expected to take action that would substantially implement the proposal, and the company supplementally notified the Staff of the action taken). 8 See 1983 Release. 9 The Proponent's proposal for the Fund's 2019 annual meeting was excluded from the Fund's proxy materials for its 2019 annual meeting. See RMR Real Estate Income Fund – Omission of Shareholder Proposal Submitted by Matisse Discounted Closed-End Fund Strategy, SEC Staff No-Action Letter (Feb. 20, 2019).

originating and investing in first mortgage whole loans secured by middle market and transitional commercial real estate and to amend the Fund's fundamental investment objectives and restrictions, and status as a "diversified" fund to permit the Fund to engage in its new business (collectively, the "Business Change Proposal"). As part of the Business Change Proposal, the Fund intends to terminate the RMR Agreements upon receipt of an order under the 1940 Act declaring that the Fund has ceased to be a registered investment company (the "Deregistration Order") and enter into a management agreement more typical of a mortgage REIT. The Board formed a special committee (the "Special Committee") composed of the trustees who are not "interested persons" of the Fund, as that term is defined in section 2(a)(19) of the Investment Company Act of 1940 (the "1940 Act") (the "Independent Trustees"), to evaluate the Business Change Proposal and to make a recommendation to the Board about whether to approve the Business Change Proposal and submit it to vote of the Fund's shareholders. Over the course of three months, the Special Committee, among other things: met eight times to evaluate the benefits and risks of the Business Change Proposal; engaged an independent financial consultant with experience in the investment management and REIT industries to assist the Board in evaluating the Business Change Proposal; and engaged in extensive discussions with Fund counsel, the investment management consultant and the Advisor. Following review and discussions with the Advisor and Fund counsel, the Board, including the Independent Trustees, unanimously determined that the Business Change Proposal was advisable and in the best interests of the Fund and its shareholders. On October 29, 2019, the Board, including the Independent Trustees, accepted the recommendations, findings and considerations of the Special Committee and unanimously approved the Business Change Proposal and directed that the Business Change Proposal be submitted for consideration by the Fund's shareholders. On February 21, 2020, the Fund filed a definitive proxy statement in connection with a special meeting of shareholders to be held on April 16, 2020 (the "2020 Special Meeting"). At the 2020 Special Meeting, shareholders will be asked to approve the Business Change Proposal. If the Business Change Proposal is approved by shareholders at the 2020 Special Meeting, no further Board or shareholder approvals will be necessary to implement the Business Change Proposal and the only remaining regulatory approval would be receipt of the Deregistration Order. As noted above, it is anticipated that the RMR Agreements will be terminated upon receipt of the Deregistration Order. The Fund expects to apply for the Deregistration Order as soon as practicable following shareholder approval of the Business Change Proposal at the 2020 Special Meeting. It is therefore likely that the Fund will submit its application for
the Deregistration Order prior to the 2020 Annual Meeting. The Fund and its shareholders will have approved the imminent termination of the RMR Agreements and have taken all necessary action toward realization of that action except the final step of actually terminating the RMR Agreements following receipt of the Deregistration Order.

Moreover, insofar as it might be said that the Proposal seeks to address the underlying concerns of allegedly poor performance from the Fund and a persistent trading discount to net asset value, whether through terminating the RMR Agreements or encouraging the Board to propose a liquidation or open-ending of the Fund, and that the essential objective of the Proposal is to improve these metrics, or provide shareholders liquidity at net asset value, the Business Change Proposal also has substantially implemented these goals. As expressly discussed in the Fund's definitive proxy materials for the 2020 Special Meeting, two essential objectives of the Business Change Proposal are to improve (i) returns to the Fund's shareholders through earning and distributing more income in the form of dividends and distributions and scaling the Advisor's and its affiliates' broader real estate management and mortgage origination platform thereby potentially leading to better competitive dynamics for the Fund, and (ii) the Fund's trading discount to net asset value given the trading dynamics of public mortgage REITs pursuing a business strategy similar to the Fund's intended business strategy following implementation of the Business Change Proposal. The fact that the Board has determined to address these concerns in a manner different from that which the Proponent would have is irrelevant to an analysis of whether the Proposal may be excluded under Rule 14a-8(i)(10). 10 Accordingly, the Fund will have taken concerted action to address the underlying concerns and essential objectives of the Proposal (i.e., termination of the RMR Agreements and/or improving the Fund's performance and trading discount to net asset value) prior to the 2020 Annual Meeting and the Fund should therefore be permitted to exclude the Proposal from the Proxy Materials on the basis that it has been substantially implemented. The Fund agrees to supplement this request by notifying the Staff following shareholder approval of the Business Change Proposal.
3. The Fund may exclude the Proposal pursuant to Rule 14a-8(i)(3) because the
Proposal is materially false and misleading in violation of Rule 14a-9.
Rule 14a-8(i)(3) permits a company to omit a shareholder proposal and related supporting statement from its proxy materials if "the proposal or supporting statement is contrary to any of the Commission's proxy rules, including Rule 14a-9, which prohibits materially false or misleading statements in proxy soliciting materials." Note (b) to Rule 14a-9 specifies that a statement may be misleading if it "directly or indirectly impugns character, integrity or personal reputation, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation." The Staff has concurred that a company may properly exclude entire shareholder proposals and supporting statements where they contain false and misleading statements or omit material facts necessary to make such statements not false and misleading. See Entergy Corp. (Feb. 14, 2007) (permitting the exclusion of the entire proposal which contained false and misleading statements relating to management and the board); The Swiss Helvetia Fund, Inc. (April 3, 2001) (permitting exclusion of entire proposal

10 See supra note 6 and accompanying text.

due to unsupported statements insinuating that directors may have violated, or may choose to violate, their fiduciary duties); and General Magic, Inc. (May 1, 2000) (permitting exclusion of proposal relating to change of name of company which contained false and misleading statements). Additionally, Section B.4 of Staff Legal Bulletin No. 14B (CF) (Sept. 15, 2004) provides that the Staff "may find it appropriate for companies to exclude the entire proposal, supporting statement, or both as materially false or misleading if a proposal or supporting statement would require detailed and extensive editing in order to bring it into compliance with the proxy rules." As discussed below, the Fund believes that the entire Proposal should be excluded pursuant to Rule 14a-8(i)(3) as materially false and misleading in violation of Rule 14a-9. The fourth paragraph of the supporting statement is materially misleading because it impugns the character, integrity and reputation of the Trustees. For example, the fourth paragraph states: "[B]y allowing such a large discount to persist, by giving current management a "pass" despite poor performance, and by conducting a rights offering . . . the Board has not done right by shareholders." The Proponent's assertion effectively alleges that the Trustees have failed to discharge their fiduciary duties in violation of the 1940 Act and Maryland state law. The Proponent has no factual basis from which to discover or evaluate such an assertion. Such an allegation of improper conduct is entirely conclusory, self-serving and is made without any factual support whatsoever. A determination regarding whether the Board has violated its fiduciary duty as a result of the Proponent's alleged grievances is a determination properly made by a court of competent jurisdiction, not the Proponent, and no such determination with respect to the Fund's Board has been made. The Proponent's assertion that the Trustees have violated their fiduciary duty does not make it a fact. This statement therefore is in direct violation of Note (b) to Rule 14a-9. Furthermore, the final paragraph of the supporting statement is materially false and misleading because the Proponent fails to disclose that the Proponent, a registered open-end management investment company, cannot independently vote in support of any shareholder proposals, including its own shareholder proposals. Any attempt by the Proponent to vote in favor of its proposals would be in direct violation of Section 12(d)(1)(F) of the 1940 Act. As stated in the Proponent's prospectus dated August 1, 2019 (the "Prospectus"), the Proponent invests in the securities of other investment companies pursuant to Section 12(d)(1)(F) of the 1940 Act. Compliance with Section 12(d)(1)(F) is required of the Proponent because more than 10% of the value of its total assets consists of other registered investment companies and the Fund represents more than 5% of the value of its total assets. 11 Section 12(d)(1)(F)
requires that a registered investment company seeking to rely on its provisions exercise its voting rights in an underlying registered fund in accordance with the provisions of Section 12(d)(1)(E) of the 1940

11 See Proponent's semi-annual report to shareholders on Form N-CSRS for the period ended September 30, 2019, filed on December 6, 2019 (File No. 811-22298); and https://matissefunds.com/wpcontent/uploads/2020/01/MDCEX-Fact-Sheet-12.31.19.pdf.

Act. Section 12(d)(1)(E)(iii) provides that an investing fund "either to seek instructions from its security holders with regard to the voting of all proxies with respect to such security and to vote such proxies only in accordance with such instructions, or to vote the shares held by it in the same proportion as the vote of all other holders of such security." The Prospectus, including the proxy voting policy attached to the Statement of Additional Information incorporated by reference therein, contains no reference to the voting requirements of Section 12(d)(1)(F). Moreover, the aforementioned proxy voting policy appears to in fact violate Section 12(d)(1)(F) on its face, as it provides for voting shares of registered investment companies on a basis other than the required "mirror" or "pass through" voting. This pattern of illegal voting appears to be further borne out by the Proponent's proxy voting records filed on Form N-PX, which do not indicate that mirror or pass through voting was used for registered investment company proxies, and the fact that the Proponent inexplicably deleted disclosure in the Prospectus about Section 12(d)(1)(F)'s voting requirements and its policy to vote consistent therewith that appeared in its 2017 prospectus field with the Commission on August 1, 2017. Additionally, the final paragraph suggests that the Proponent is engaging in activities inconsistent with its fundamental investment restrictions. The Proponent fails to disclose that the Proponent is specifically prohibited, as a matter of fundamental policy, from making investments for the purpose of exercising control or management of any company. 12 The submission of the Proposal and the content of the final paragraph of the supporting statement are blatant violations of the Proponent's fundamental investment restrictions. None of these restrictions and limitations on the Proponent's activities are disclosed in the Proposal. A reasonable shareholder desiring to support the Proposal would at least want to know that the Proponent itself cannot vote in favor of the Proposal and that, in fact, the Proponent may be legally required to cast more votes AGAINST the Proposal than FOR the Proposal as a result of Section 12(d)(1)(F) compliance. We note that the Proponent's net assets have declined precipitously over the past three years. The Proponent reported approximately $119.9 million in net assets as of September 30, 2016. 13 The Proponent reports $44.7 million in net assets as of September 30, 2019 14 – a decline of over 60% in just the past three years. The Proposal may be an attempt to save a failing strategy that was and continues, at least according to the Prospectus, to be predicated upon a "proprietary research process that attempts to forecast whether the market discount on a closed-end fund will increase or decrease" – not attempts to

12 The Statement of Additional Information states that as a fundamental investment policy, the Proponent may not "[m]ake investments for the purpose of exercising control or management over a portfolio company." 13 See Proponent's semi-annual shareholder report for the period ended September 30, 2016, filed on Form NCSRS on December 9, 2016 (File No. 811-22298). 14 See https://matissefunds.com/total-returns-for-period-ending-63014/47-2/.

exercise control or management over a closed-end fund. In pursuing the Proposal and attempting to extract liquidity from the Fund in order to replace its consistently declining asset base, it appears that the Proponent is willing to not only mislead the Fund's shareholders, but also violate clear 1940 Act requirements and its own investment policies, presumably to the detriment of its own shareholders. The final paragraph of the Proposal directly violates Rule 14a-8(i)(3). For the reasons discussed above, the Fund has concluded that the Proposal is excludable under Rule 14a-8(i)(3). The Fund believes that the sheer number of materially false and misleading statements renders the entire Proposal materially false and misleading to shareholders of the Fund.
4. The Fund may exclude the Proposal pursuant to Rule 14a-8(i)(8)(iii) because
the Proposal questions the competence and business judgment of the Board.
Under Rule 14a-8(i)(8)(iii), a shareholder proposal may be excluded from a company's proxy materials if it "[q]uestions the competence, business judgment, or character of one or more nominees or directors." In 2010, the Commission adopted amendments to Rule 14a8(i)(8) to codify prior Staff interpretations and expressly allow for the exclusion of a proposal that "[q]uestions the competence, business judgment, or character of one or more nominees or directors." Exchange Act Release No. 34-62764 (Aug. 25, 2010) (the "2010 Release"). As explained in the 2010 Release, the recent amendment to Rule 14a-8(i)(8) "was not intended to change the staff's prior interpretations or limit the application of the exclusion" but rather was intended to "codify certain prior staff interpretations with respect to the types of proposals that would continue to be excludable" and "provide more clarity to companies and shareholders regarding the application of the exclusion." On a number of occasions, the Staff has permitted a company to exclude a proposal under Rule 14a-8(i)(8)(iii) where the proposal, together with the supporting statement, questions the competence, business judgment or character of directors. See Rite Aid Corp. (April 1, 2011) (concurring with the exclusion of a shareholder proposal to prohibit nomination of any non-executive board member who has "had any financial or business dealings . . . with any member of senior management or the Company" because the supporting statement "appear[ed] to question the business judgment of board members" expected to stand for reelection); Marriott International, Inc. (March 12, 2010) (shareholder proposal criticizing suitability of members of the board of directors to serve, and such members were expected to be nominated by the company for election at the upcoming annual meeting of shareholders); Brocade Communication Systems, Inc. (January 31, 2007) (shareholder proposal criticizing directors who ignore certain shareholder votes was excludable); Exxon Mobil Corp. (March 20, 2002) (shareholder proposal condemning the chief executive officer for causing "reputational harm" to the company and for "destroying shareholder value" was excludable); AT&T Corp. (February 13, 2001) (shareholder proposal criticizing the board chairman, who was the chief executive officer, for company performance was excludable); Honeywell International Inc. (March 2, 2000) (shareholder proposal making directors who fail to enact resolutions adopted by shareholders ineligible for election was excludable); Black & Decker Corp. (January 21, 1997) (allowing exclusion of a

proposal under the predecessor to Rule 14a-8(i)(8) that questioned the independence of board members where contentions in the supporting statement questioned the business judgment, competence and service of a chief executive officer standing for reelection to the board). Like the proposals and supporting statements in the foregoing no-action letters, the supporting statement explicitly criticizes the business judgment, competence and service of the Trustees. The Proponent, without any factual foundation, accuses the Board of "not doing right by shareholders," which is tantamount to accusing the Board of ignoring its fiduciary duty, in particular in connection with the Fund's discount, the Board's approval of the Fund's investment advisory agreement (i.e., the reference to giving current management a "'pass' despite poor performance") and the Board's approval of the Fund's 2017 rights offering. Such an assertion clearly questions the competence, business judgment and service of the Trustees. Moreover, the Proponent's assertion is intended to cause shareholders to reconsider their support for the Fund's nominees to the Board at the Fund's 2020 Annual Meeting. Accordingly, the Proposal is excludable from the Proxy Materials pursuant to Rule 14a-8(i)(8)(iii). REQUEST FOR WAIVER The Fund further requests that the Staff waive the 80-day filing requirement set forth in Rule 14a-8(j) for good cause. Rule 14a-8(j)(1) requires that, if a company "intends to exclude a proposal from its proxy materials, it must file its reasons with the Commission no later than 80 calendar days before it files its definitive proxy statement and form of proxy with the Commission." However, Rule 14a-8(j)(1) allows the Staff to waive the deadline if a company can show "good cause." The Fund filed its preliminary proxy statement for the 2020 Special Meeting with the Commission on December 13, 2019 and since such date has been engaged in discussions with the Staff regarding that proxy statement and the Business Change Proposal. The length of these discussions had a direct and material bearing on the timing of the 2020 Special Meeting and the Fund's ability to exclude the Proposal from the Proxy Materials under Rule 14a-8(i)(10). Accordingly, we believe that the Fund's participation in these discussions and related efforts to call the 2020 Special Meeting should constitute "good cause" for its inability to meet the 80-day requirement, and we respectfully request that the Staff waive the 80-day requirement with respect to this letter.

Exhibit A
(see attached)

From: Eric Boughton
Sent: Friday, October 18, 2019 10:12 AM
To: 'Jennifer Clark (Advisors)' JClark@RMRGroupAdvisors.com Cc: 'Hoffman, Michael K' Michael.Hoffman@skadden.com; 'Burdon, Kenneth E' Kenneth.Burdon@skadden.com; 'IMshareholderproposals@sec.gov' IMshareholderproposals@sec.gov; Bryn Torkelson bryn@matissecap.com; Deirdre Higdon Deirdre@matissecap.com Subject: RMR Real Estate Income Fund 14a-8 Shareholder proposal -A copy of the attached is on its way by mail to your offices -Taking the liberty of copying your legal counsel from last year. If they are no longer your legal counsel, let me know. -Please reply to this email confirming receipt. October 18, 2019 Jennifer B. Clark, Secretary RMR Real Estate Income Fund Two Newton Place 255 Washington Street Suite 300 Newton, MA 02458 Re: 14a-8 Shareholder Proposal for upcoming annual meeting Dear Madam:
Matisse Discounted Closed-End Fund Strategy, a US open-end mutual fund (MDCEX, cusip 85520V434) is the beneficial owner of over 10,000 common shares of RMR Real Estate Income Fund. MDCEX has held these Shares continuously for over 12 months and intends to continue to hold the Shares through the date of the next meeting of shareholders. Evidence of this fact is in our public annual and semi-annual reports, as well as in the quarterly 13f filings of our investment adviser, Matisse Capital; and a letter of verification from our custodian, UMB Bank, verifying these statements, is enclosed. We hereby submit the attached proposal and supporting statement pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, for inclusion in the company’s proxy statement for the next Annual Meeting of shareholders (the one to be held in calendar 2020, presumably). Per last year’s annual meeting materials, “Shareholder proposals intended to be presented pursuant to Rule 14a-8 under the Exchange Act at the Fund's 2020 annual meeting of shareholders must be received at the Fund's principal executive offices on or before October 28, 2019 in order to be considered for inclusion in the Fund's proxy statement for its 2020 annual meeting of shareholders”. If the company believes this proposal is incomplete or 1

2 otherwise deficient in any respect, please contact Eric Boughton, CFA, immediately so that we may promptly address any alleged deficiencies, at (503) 210-3005 or eric@matissecap.com. Sincerely, Matisse Discounted Closed-End Fund Strategy Eric Boughton, CFA Portfolio Manager Eric Boughton, CFA Portfolio Manager, Chief Analyst at Matisse Capital Address 4949 Meadows Rd. Ste. 200 Lake Oswego, OR 97035 Phone (503) 210-3005 Email eric@matissecap.com Website https://www.matissecap.com/ Matisse Capital is on LinkedIn, Facebook, and Instagram:

IMPORTANT: This email and the information contained herein is confidential and is intended solely for the recipient. Delivery of this email or any of the information contained herein to anyone other than the recipient or their designated representative is unauthorized and any other use, reproduction, distribution or copying of this email or the information contained herein, in whole or in part, without the prior written consent of Deschutes Portfolio Strategy, LLC (dba Matisse Capital) is prohibited. This email and the information contained herein shall not constitute an offer to sell or the solicitation of an offer to purchase an interest in any fund or mutual fund. Any such offer or solicitation will be made to qualified investors only, by means of an offering memorandum and related subscription agreement, or prospectus. Securities shall not be offered or sold in any jurisdiction in which such offer, solicitation or sale would be unlawful until the requirements of the laws of such jurisdiction have been satisfied. Any performance information contained herein may be unaudited and estimated. Past performance is not indicative of future results. If you have received this message in error, please notify the sender immediately and delete this message and any related attachments.

Shareholder Proposal
RESOLVED: All investment advisory and management agreements between RMR Real Estate Income Fund and RMR Advisors shall be terminated by the Fund, pursuant to the right of stockholders as embodied in Section 15(a)(3) of the Investment Company Act of 1940, at the earliest date the Fund is legally permitted to do so; provided, however, that if the Board proposes, and shareholders approve, a plan to liquidate or open-end the Fund within one year, then the investment advisory and management agreements between RMR Real Estate Income Fund and RMR Advisors LLC shall remain in effect as long as necessary to implement these actions. Supporting Statement RMR Real Estate Income Fund has traded at an extremely large discount to its NAV for years, effectively holding shareholders captive, since they can only exit their investment for substantially less than it is worth. Meanwhile:

The fund’s expenses in 2018, per its most recent annual report, were 3.14%.
RMR Advisors benefited from the expansion of the fund’s assets in 2017’s coercive and dilutive rights
offering.
The fund’s performance (in our analysis) has been poor.
The combination of the large and widening discount, and the poor at-NAV performance, has produced anemic returns for shareholders. For example, for the 5-year period ending 12/31/18, total returns (dividends reinvested) are as follows:
MSCI US REIT Index*: +46%
RIF at NAV: +30%
RIF at market price: +26%
What stings even more is that this is the same advisor, with primarily the same portfolio managers, who, from 12/31/06-12/31/10, managed the RMR Real Estate Income Fund to a 49% (!) at-NAV loss, while the MSCI US REIT Index lost only 15%*! *Source: Bloomberg Source: RIF’s annual and semi-annual reports In our view, by allowing such a large discount to persist, by giving current management a “pass” despite poor performance, and by conducting a rights offering which forced retail investors to come up with fresh cash in order to prevent their investment from being diluted substantially, the Board has not done right by shareholders. Instead of being diluted, all shareholders deserve the opportunity to receive full value for their shares. Who are we? We are an open-end mutual fund (Matisse Discounted Closed-End Fund Strategy, MDCEX) which has owned shares of RIF continuously for several years. Our interests are aligned solely with that of all other shareholders, and the remedy we are suggesting would benefit all shareholders equally. Feel free to contact Eric Boughton, CFA, at (503) 210-3005 about this matter.

UMB Bank, n.a.
928 Grand Boulevard
Kansas City, Missouri 64106 umb.com
Member FDIC
October 9, 2019
Eric Boughton, CFA
Portfolio Manager
Matisse Capital
4949 Meadows Road, Suite 200
Lake Oswego, OR 97035
This letter is to confirm that as January 3 2018, UMB Bank, N.A. 2450, a DTC participant, in its capacity as custodian, held 238,423 shares of the RMR Real Estate Income Fund on behalf of the Matisse Discounted Closed End Fund. These shares are held in the Bank’s position at the Depository Trust Company registered to the nominee name of Cede & Co. Further, this is to confirm that the position in the RIF fund held by the bank on behalf of the Matisse Discounted Closed-End Fund during the year long period from October 9, 2018 to October 9, 2019 did not loan out its shares and continuously exceeded an ownership market value of $2,000.00. Sincerely, Mandee Crawford, Vice President UMB Bank, n.a.

Exhibit B
(see attached)

Exhibit C
(see attached)

From: Eric Boughton [mailto:eric@matissecap.com] Sent: Thursday, October 24, 2019 3:06 PM To: Jennifer Clark (Advisors) Cc: Hoffman, Michael K (NYC); Burdon, Kenneth E (BOS); 'IMshareholderproposals@sec.gov'; Bryn Torkelson Subject: [Ext] RE: RMR Real Estate Income Fund 14a-8 Shareholder proposal Jennifer:
I am responding by email to your letter delivered to me by postal mail dated October 23, 2019, in which “The Fund confirms receipt on October 18, 2019 of the letter…”, and in which you characterize our single proposal as “two shareholder proposals” and on that basis claim “deficiencies”. As we stated last year, we believe that our single proposal… which contains a conditional statement… can not possibly be interpreted as two proposals. We therefore do not withdraw the proposal, but merely reiterate our request that you include it, exactly as written, on your proxy. If you insist on excluding the proposal, we reserve the right to bring suit. In your letter, you also call attention to the difference between the date when we had our custodian draft the proof of continuous ownership (October 9) and the date when we wrote our letter (October 18). Please understand we have not conducted a single transaction (buy or sell) in the shares of the RMR Real Estate Income Trust for at least 2 years. An expanded letter from our custodian, asserting that fact, and bringing the date forward to October 18 from October 9, is attached. Please consider this email our formal written response to your letter. -Eric 1

UMB Bank, n.a.
928 Grand Boulevard
Kansas City, Missouri 64106 umb.com
Member FDIC
October 24, 2019
Eric Boughton, CFA
Portfolio Manager
Matisse Capital
4949 Meadows Road, Suite 200
Lake Oswego, OR 97035
This letter is to confirm that as of October 18, 2019, UMB Bank, N.A. 2450, a DTC participant, in its capacity as custodian, held 238,423 shares of the RMR Real Estate Income Fund on behalf of the Matisse Discounted Closed End Fund. These shares are held in the Bank’s position at the Depository Trust Company registered to the nominee name of Cede & Co. Further, this is to confirm that the position in the RIF fund held by the bank on behalf of the Matisse Discounted Closed-End Fund during the period from December 1, 2017 to October 24, 2019 did not loan out its shares and continuously exceeded an ownership market value of $100,000.00. Sincerely, Mandee Crawford, Vice President UMB Bank, n.a.

Exhibit D
(see attached)

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6# wlevilsphivw#xs#ewo#jsv#e#witevexi#tvstswep#jvsq#qerekiqirx#xs#eggsqtpmwl#xlswi#xlmrkw$##Rs/# q} tvstswepw {svhw evi gpievp} wmrkypev mr xlimv pikep ijjigx erh tyvtswi1 M gsyph nywx ew iewmp} lezi qehi e wmrkpi tvstswep> Xli qerekiqirx gsrxvegx wlepp fi xivqmrexih yrpiww Nytmxiv gsppmhiw {mxl Qevw mr Eykywx/ fyx M glswi xs qeoi e wmrkpi tvstswep> Xli qerekiqirx gsrxvegx wlepp fi xivqmrexih yrpiww xli jyrh tyxw e pmuymhexmsr sv stir0irhmrk mr tvsgiww1 Mj xli#jsvqiv/#{syph#}syv#gsyrwip#we}#M#{ew#qeomrk#5#tvstswepw>#4,#xivqmrexi#xli#MQE/#erh#5,# tywl#5#tperixw#xskixlivC##]sy#riih#e#ri{#gsyrwip1 Eric Boughton, CFA Portfolio Manager, Chief Analyst at Matisse Capital Address 4949 Meadows Rd. Ste. 200 Lake Oswego, OR 97035 Phone (503) 210-3005 Email eric@matissecap.com Website https://www.matissecap.com/ Qexmwwi#Getmxep#mw#sr#PmroihMr/#Jegifsso/#erh#Mrwxekveq> MQTSVXERX>#Xlmw#iqemp#erh#xli#mrjsvqexmsr#gsrxemrih#livimr#mw#gsrjmhirxmep#erh#mw#mrxirhih#wspip}#jsv#xli#vigmtmirx1#Hipmziv}#sj#xlmw#iqemp#sv#er}#sj#xli#mrjsvqexmsr# gsrxemrih#livimr#xs#er}sri#sxliv#xler#xli#vigmtmirx#sv#xlimv#hiwmkrexih#vitviwirxexmzi#mw#yreyxlsvm~ih#erh#er}#sxliv#ywi/#vitvshygxmsr/#hmwxvmfyxmsr#sv#gst}mrk#sj# xlmw#iqemp#sv#xli#mrjsvqexmsr#gsrxemrih#livimr/#mr#{lspi#sv#mr#tevx/#{mxlsyx#xli#tvmsv#{vmxxir#gsrwirx#sj#Hiwglyxiw#Tsvxjspms#Wxvexik}/#PPG#+hfe#Qexmwwi#Getmxep,#mw# tvslmfmxih1 Xlmw#iqemp#erh#xli#mrjsvqexmsr#gsrxemrih#livimr#wlepp#rsx#gsrwxmxyxi#er#sjjiv#xs#wipp#sv#xli#wspmgmxexmsr#sj#er#sjjiv#xs#tyvglewi#er#mrxiviwx#mr#er}#jyrh#sv#qyxyep#jyrh1# Er}#wygl#sjjiv#sv#wspmgmxexmsr#{mpp#fi#qehi#xs#uyepmjmih#mrziwxsvw#srp}/#f}#qierw#sj#er#sjjivmrk#qiqsverhyq#erh#vipexih#wyfwgvmtxmsr#ekviiqirx/#sv#tvswtigxyw1# Wigyvmxmiw#wlepp#rsx#fi#sjjivih#sv#wsph#mr#er}#nyvmwhmgxmsr#mr#{lmgl#wygl#sjjiv/#wspmgmxexmsr#sv#wepi#{syph#fi#yrpe{jyp#yrxmp#xli#viuymviqirxw#sj#xli#pe{w#sj#wygl# nyvmwhmgxmsr#lezi#fiir#wexmwjmih1 Er}#tivjsvqergi#mrjsvqexmsr#gsrxemrih#livimr#qe}#fi#yreyhmxih#erh#iwxmqexih1#Tewx#tivjsvqergi#mw#rsx#mrhmgexmzi#sj#jyxyvi#viwypxw1 Mj#}sy#lezi#vigimzih#xlmw#qiwweki#mr#ivvsv/#tpiewi#rsxmj}#xli#wirhiv#mqqihmexip}#erh#hipixi#xlmw#qiwweki#erh#er}#vipexih#exxeglqirxw1 Jvsq>#Nirrmjiv#Gpevo#+Ehzmwsvw,#@NGpevoDVQVKvsytEhzmwsvw1gsqB# Wirx>#Xyiwhe}/#Rsziqfiv#5;/#534<#5>7=#TQ# Vjg!nkpmgf!kocig!ecppqv!dg!fkurnc{gf/!!Vjg!hkng!oc{!jcxg!dggp!oqxgf-!tgpcogf-!qt!fgngvgf/!Xgtkh{!vjcv!vjg!nkpm!rqkpvu!vq!vjg!eqttgev!hkng!cpf!nqecvkqp/ Vjg!nkpmgf!kocig!ecppqv!dg!fkurnc{gf/!!Vjg ! hkng!oc{!jcxg!dggp!oqxgf-!tgpcogf-!qt ! fgngvgf/!Xgtkh{!vjcv!vjg!nkpm!rqkpvu!vq!vjg ! eqttgev!hkng!cpf!nqecvkqp/ Vjg!nkpmgf!kocig!ecppqv!dg!fkurnc{gf/!!Vjg ! hkng!oc{!jcxg!dggp!oqxgf-!tgpcogf-!qt ! fgngvgf/!Xgtkh{!vjcv!vjg!nkpm!rqkpvu!vq!vjg ! eqttgev!hkng!cpf!nqecvkqp/ Vjg!nkpmgf!kocig!ecppqv!dg!fkurnc{gf/!!Vjg ! hkng!oc{!jcxg!dggp!oqxgf-!tgpcogf-!qt ! fgngvgf/!Xgtkh{!vjcv!vjg!nkpm!rqkpvu!vq!vjg ! eqttgev!hkng!cpf!nqecvkqp/ 2

SEC Division of Investment Management staff letter: RMR Real Estate Income Fund - Omission of Shareholder Proposal Submitted by Matisse Discounted Closed-End Fund Strategy

Resources

Incoming Letter

FIRM/AFFILIATE OFFICES

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