RMR Real Estate Income Fund
April 14, 2020
April 1, 2020
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 February 21, 2020, 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 “Proposal”) submitted by Matisse Discounted Closed-End Fund Strategy (the “Proponent”) on October 18, 2019 is excluded from the proxy materials for the Fund’s 2020 Annual Meeting (the “Proxy Materials”). The Proposal provides:
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.
The Fund maintains that the Proposal may be excluded from the Proxy Materials: (1) pursuant to Rule 14a-8(c) and Rule 14a-8(f)(1) because the Proposal includes two proposals; (2) pursuant to Rule 14a-8(i)(3) because the Proposal contains materially false or misleading statements; (3) pursuant to Rule 14a-8(i)(8)(iii) because the Proposal questions the competence and business judgment of the Board; and (4) pursuant to Rule 14a-8(i)(10) because the Fund has substantially implemented the Proposal.
We are unable to concur in your view that the Fund may exclude the Proposal from the Proxy Materials under Rule 14a-8(c), (i)(3), (i)(8)(iii), or (i)(10). Accordingly, we cannot assure the Fund that we would not recommend Enforcement action if the Fund excludes the Proposal from its Proxy Materials in reliance on Rule 14a-8(c), (i)(3), (i)(8)(iii) or (i)(10).
Attached is a description of the informal procedures the Division follows in responding to shareholder proposals. You may contact firstname.lastname@example.org if you have any questions.
/s/ Raymond A. Be
Raymond A. Be
cc: Eric Boughton
Matisse Discounted Closed-End Fund Strategy