SecProbe.io

June 27, 2017
  Mr. Kenneth E. Burdon, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 500 Boylston Street Boston, MA 02116    Re: RMR Real Estate Income Fund    File Nos. 333-218384 and 811-22260  Dear Mr. Burdon:   On May 31, 2017, you filed a registration statement on Form N-2 on behalf of the RMR Real Estate Income Fund (the “Fund”).  We ha ve reviewed the registra tion statement and have
provided our comments below.  Where a commen t is made in one loca tion, it applies to all
similar disclosure appearing else where in the registration statem ent.  All capitalized terms not
otherwise defined herein have the meaning gi ven to them in the registration statement.

General

1. Please advise if you have submitted or expect to submit any exemptive applications or no-
action requests in connection with  your registration statement.

Prospectus Summary — The Offering (pages 2 -3)

2. You state that “[u]nder normal circumstances, th e Fund invests at leas t 80% of its Managed
Assets in securities issued by real estate companies.” Please replace the reference to
“Managed Assets” with “net assets, plus borrowings for investment purposes” here and
throughout the filing, or advise  why your statement is sufficient under Rule 35d-1 of the
Investment Company Act of 1940.

Prospectus Summary — Preferred Shares (page 5)

3. With respect to your statement that “[t]he F und may also engage in investment management
techniques which will not be considered senior securities if the Fund es tablishes a segregated
account with cash or other liquid assets or sets aside assets on the accounting records equal to
the Fund's obligations in respec t of such,” please disclose examples of such techniques
.

Prospectus Summary — Dist ributions  (pages 5-6)

4. Please disclose on the cover page that the fund’ s annualized distributions  on its preferred and
common shares may contain a return of capital.

Prospectus Summary — Risk Factors and Sp ecial Considerations – Interest Rate Risk
(page 18)
5. Please consider whether it is necessary to in clude the statement that “[t]he Fund may be
subject to a greater risk of ri sing interest rates due to the cu rrent period of historically low
interest rates” twice
.

Prospectus Summary — Management – (page 25)

6. Please consider adding a standa lone risk factor correspond ing to your statement that
“[b]ecause the Management Fee is based on a pe rcentage of Managed Assets, which includes
assets attributable to the Fund's use of leverage, the Advisor may have a conflict of interest in
the input it provides to the Bo ard regarding whether to use or increase the Fund's use of
leverage.”

Use of Proceeds (page 28)

7. Please relocate the "Use Of Proceeds" secti on, as the information required by Items 1, 2, 3
and 4 must appear in order in the prospectus , and may not be preceded or separated by any
other information. See General Instruction 1 to Form N-2.

Summary of Fund Expenses (pages 29-30)

8. Please submit a completed fee table and example calculation in the next pre-effective
amendment for us to review.  We  may have additional comments.
 9. If the Fund will offer additional preferred shares within 12 months of the effective date of the
registration statement, please disclose in the pros pectus and revise the fe e table to reflect the
additional costs to holders of common shares.

Investment Objectives and Policies — Convertible Securities (page 40)

10. We note that the Fund invests in convertible s ecurities. If the Fund i nvests or expects to
invest in contingent convertibl e securities (“CoCos”), the Fund  should consider what, if any,
disclosure is appropriate.  The type and locat ion of disclosure will depend on, among other
things, the extent to which the Fund invests in  CoCos , and the characteristics of the CoCos
(e.g., the credit quality, the conversion triggers).  If CoCos are or will be a principal type of
investment, the Fund should provide a descript ion of them and should provide appropriate
risk disclosure.  In addition, please supplementally  inform us whether, and to what extent, the
Fund intends to invest or currently invests in CoCos.

Investment Objectives and Policies — Ot her Investment Companies (pages 41-42)

11. Given that the Fund will invest in other investment companies, please consider whether a line
item should be added to the Fund Expenses ta ble for Acquired Fund Fees and Expenses.

Investment Objectives and Policies — Stra tegic Transactions and Other Management
Techniques (pages 43-44)

12. Please disclose how the Fund will value derivati ves for purposes of complying with its 80%
policy and calculating Managed Assets.  We may have further comments.

Risk Factors and Special Co nsiderations (pages 53-83)

13. Please distinguish the principal investment risks from the non-principal risks by, for example,
specifying the type of risk in parenthesis next  to each risk or by separating the principal and
non-principal risks into categories with applicable headings.

Risk Factors and Special Considerations   - Anti-Takeover Provisions (page 80)

14. This section states "[t]he Fund's Governing Documents cont ain various provisions which
may make it difficult for anyone to force the Fund to convert to an open end fund or to cause
a change of control of the Fund." The staff of  the Division of Investment Management has
taken the position that, if a f und opts in to the Maryland Cont rol Share Acquisition Act (the
“MCSAA”), its actions are inconsistent with Se ction 18(i) of the Investment Company Act.
See Boulder Total Return Fund, Inc., SEC Staff No-Action Letter (pub. avail. Nov. 15,
2010).  Since the Fund is a Maryland corporation, please disclose in this  section that the Fund
has not opted in to the MCSAA.

Risk Factors and Special Considerations   - Portfolio Turnover Risk (page 80)

15. Given your statement on page 47 that “the Fund does not expect that its turnover rate under
normal market conditions will be greater than  50%,” it is unclear why you have included
Portfolio Turnover Risk as a ri sk.  Please advise or revise.

Management of the Fund (page 84)

16. We are unable to locate the statement required to be in this section by Item 9(b)(4) of Form
N-2. Please advise or revise .

Managed Dividend Policy (page 90)
17. Please consider whether it is necessary to stat e that “[t]he Fund may rely on an exemptive
order from the SEC to implement a managed dividend policy” twice.

Dividend Reinvestment and Cash  Purchase Plan (pages 91-92)

18. Please briefly explain in the se ction what it means for common shares to be held in non-
certificated form vs. certificated form.

SAI - Management of the Fund — Board Le adership Structure and Committees (pages 28-
30)

19. Please disclose the procedures shareholders should follow to submit nominations to the
Fund’s Board. See Item 18( 5)(b)(4) of Form N-2.

Closing

We note that portions of the filing are in complete or bracketed.  We may have
additional comments on such portions when you comp lete them in an amendment, on disclosures
made in response to this letter, on information provided supplementally, or  on exhibits added in
any amendment.
 Responses to this letter should be in the form of an amendment.  Where no change will
be made in the filing in response to a comment, pl ease indicate this fact in a supplemental letter
and briefly state the basis for your position.
 In closing, we remind you that  the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.  Should you have any questions regarding this letter, please
contact me at (202) 551-6751.

       S i n c e r e l y ,

       / s /  A l i s o n  T .  W h i t e          A l i s o n  T .  W h i t e
Senior Counsel