SecProbe.io

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 SEVEN HILLS REALTY TRUST

 Two Newton Place

 255 Washington St., Suite 300

 Newton, Massachusetts 02458-1634

 (617) 332-9530

 September 25, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 RE:
 Seven Hills Realty Trust

 Registration Statement on Form S-3 (File No. 333-290401)

 Request for Acceleration

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, Seven Hills Realty Trust, a Maryland real estate investment trust (the " Company "),
hereby respectfully requests that the effective date of its Registration Statement on Form S-3 (File No. 333-290401) (the " Registration
Statement ") be accelerated by the Securities and Exchange Commission so that it will be declared effective at 4:00 p.m. EST
on September 29, 2025, or as soon as possible thereafter. The Company hereby authorizes Zachary Blume of Ropes & Gray LLP,
counsel to the Company, to orally modify or withdraw this request for acceleration.

 It would be appreciated if, as soon as the Registration
Statement is declared effective, you would inform Zachary Blume of Ropes & Gray LLP at Zachary.Blume@ropesgray.com or
(617) 951-7663.

 Very truly yours,

 SEVEN HILLS REALTY TRUST

 By:
 /s/ Matthew C. Brown

 Matthew C. Brown

 Chief Financial Officer & Treasurer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 24, 2025

Matthew C. Brown
Chief Financial Officer and Treasurer
Seven Hills Realty Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, MA 02458-1634

 Re: Seven Hills Realty Trust
 Registration Statement on Form S-3
 Filed September 19, 2025
 File No. 333-290401
Dear Matthew C. Brown:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Benjamin Holt at 202-551-6614 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Zachary Blume
</TEXT>
</DOCUMENT>

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RMR MORTGAGE TRUST

Two Newton Place, 255 Washington Street, Suite
300

Newton, Massachusetts 02458

VIA EDGAR

July 22, 2021

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Hannah Menchel and Erin E. Martin

 RE: RMR Mortgage Trust

Registration Statement on Form S-4

File No. 333-256951

Request for Acceleration

Dear Mr. Morris:

Reference is made to the Registration
Statement on Form S-4 (File No. 333-256951) filed by RMR Mortgage Trust (the “Company”) with the United States Securities
and Exchange Commission (the “SEC”), as amended (the “Registration Statement”).

The Company hereby requests
that the Registration Statement be made effective at 4:00 p.m., Eastern Time, on Monday, July 26, 2021 (the “Effectiveness
Time”), or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and Regulations promulgated under
the Securities Act of 1933, as amended.

Please contact Faiz Ahmad
of Skadden, Arps, Slate, Meagher & Flom LLP at (302) 651-3250 with any questions you may have concerning this letter, or if you require
any additional information. The Company also requests that you please notify Mr. Ahmad by telephone when this request for acceleration
of effectiveness of the Registration Statement has been granted.

Sincerely,

RMR MORTGAGE TRUST

By:
/s/ Thomas J. Lorenzini

Name:
Thomas J. Lorenzini

Title:
President

 cc:
Faiz Ahmad, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

United States securities and exchange commission logo
June 15, 2021
G. Douglas Lanois
Chief Financial Officer and Treasurer
RMR Mortgage Trust
Two Newton Place, 255 Washington Street, Suite 300
Newton, Massachusetts 02458
Re:RMR Mortgage Trust
Registration Statement on Form S-4
Filed June 9, 2021
File No. 333-256951
Dear Mr. Lanois:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Hannah Menchel at 202-551-5702 or Erin E. Martin at 202-551-3391 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

      DIRECT DIAL

617-573-4836

      DIRECT FAX

617-305-4836

      EMAIL ADDRESS

KENNETH.BURDON@SKADDEN.COM

500 BOYLSTON STREET

BOSTON, MASSACHUSETTS  02116

TEL: (617) 573-4800

FAX: (617) 573-4822

www.skadden.com

May 24, 2018

FIRM/AFFILIATE OFFICES

CHICAGO

HOUSTON

LOS ANGELES

NEW YORK

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

BEIJING

BRUSSELS

FRANKFURT

HONG KONG

LONDON

MOSCOW

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

SYDNEY

TOKYO

TORONTO

VIA EDGAR

Alison White

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549

RE:                           RMR Real Estate Income Fund (File No. 811-22260)

Dear Ms. White:

Thank you for your oral comments on May 10, 2018 regarding the Preliminary Proxy Statement on Schedule 14A filed by RMR Real Estate Income Fund (the “Fund”) on May 4, 2018 (the “Preliminary Proxy Statement”) with the U.S. Securities and Exchange Commission (the “Commission”). We have considered your comments to the Preliminary Proxy Statement and, on behalf of the Fund, responses to those comments are set forth below. Changes will be reflected in a Definitive Proxy Statement on Schedule 14A, which the Fund intends to file on or about the date hereof (the “Definitive Proxy Statement”).

Your comments are summarized in bold to the best of our understanding, followed by the Fund’s responses. Capitalized terms not otherwise defined have the meanings ascribed to them in the Definitive Proxy Statement.

Comments and Responses

1.              We were unable to locate the disclosure required by Item 3 of Schedule 14A regarding dissenters’ right of appraisal. Please advise or revise.

The Fund has included the requested disclosure.

2.              Please include disclosure of some of the alternatives that the Board of Trustees of the Fund would consider if the Advisory Agreement is not approved by the Fund’s shareholders.

The Fund has included the requested disclosure.

3.              We were unable to locate the address of Royal Bank of Canada. See Item 403 of Regulation S-K.

The Fund has included the address of Royal Bank of Canada in the footnotes to the beneficial ownership table.

4.              We were unable to locate the addresses of Jennifer Clark and Matthew Jordan. See Item 22(c)(2) of Schedule 14A.

The Fund has included the address of Jennifer Clark. Item 22(c)(2) requires the Fund to state the name, address and principal occupation of the principal executive officer and each director or general partner of the investment adviser. Although Matthew Jordan is not the principal executive officer or a director or general partner of the investment adviser, the Fund has included his address.

* * * * * * *

Should you have any additional comments or concerns, please do not hesitate to contact me at (617) 573-4836 or Mike Hoffman at (212) 735-3406.

Best regards,

/s/ Kenneth E. Burdon

Kenneth E. Burdon

2

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SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

      DIRECT DIAL

617-573-4836

      DIRECT FAX

617-305-4836

      EMAIL ADDRESS

KENNETH.BURDON@SKADDEN.COM

500 BOYLSTON STREET

BOSTON, MASSACHUSETTS  02116

TEL: (617) 573-4800

FAX: (617) 573-4822

www.skadden.com

May 3, 2018

FIRM/AFFILIATE OFFICES

CHICAGO

HOUSTON

LOS ANGELES

NEW YORK

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

BEIJING

BRUSSELS

FRANKFURT

HONG KONG

LONDON

MOSCOW

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

SYDNEY

TOKYO

TORONTO

VIA EDGAR

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549

RE:                           RMR Real Estate Income Fund (File No. 811-22260) Preliminary Proxy Statement Filing on Schedule 14A

Ladies and Gentlemen:

On behalf of RMR Real Estate Income Fund (the “Fund”), we reference the filing, pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as amended, of the Fund’s Preliminary Proxy Statement on Schedule 14A on May 3, 2018 (Accession Number 0001047469-18-003464) (the “Proxy Statement”), which will be used in connection with the Fund’s special meeting of shareholders to be held for approval of a new investment advisory agreement on Wednesday, July 11, 2018.  The Proxy Statement consists of a notice of meeting, the proxy statement, a notice of internet availability, and form of proxy.

Should you have any comments or concerns, please do not hesitate to contact me at (617) 573-4836 or Mike Hoffman at (212) 735-3406.  Thank you for your consideration.

Best regards,

/s/ Kenneth E. Burdon

Kenneth E. Burdon

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SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

500   BOYLSTON STREET

BOSTON,   MASSACHUSETTS  02116

FIRM/AFFILIATE

____

OFFICES

TEL: (617) 573-4800

-----------

FAX:   (617) 573-4822

CHICAGO

DIRECT   DIAL

www.skadden.com

HOUSTON

617-573-4836

LOS   ANGELES

DIRECT FAX

NEW   YORK

617-305-4836

PALO   ALTO

EMAIL   ADDRESS

WASHINGTON,   D.C.

KENNETH.BURDON@SKADDEN.COM

WILMINGTON

-----------

BEIJING

BRUSSELS

FRANKFURT

HONG   KONG

LONDON

MOSCOW

August 1, 2017

MUNICH

PARIS

SÃO   PAULO

SEOUL

SHANGHAI

SINGAPORE

SYDNEY

TOKYO

TORONTO

VIA EDGAR

Alison T. White

Senior Counsel

Division of Investment Management

Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549

RE:                       RMR Real Estate Income Fund

File Nos. 333-218384 and 811-22260

Dear Ms. White:

Thank you for your July 31, 2017 oral comment regarding your review of pre-effective amendment no. 1 to the registration statement filed on Form N-2 on July 27, 2017 on behalf of RMR Real Estate Income Fund (the “Registration Statement” and the “Fund,” respectively). The Fund has considered your comment and authorized us to respond on its behalf as set forth below. Your comment is summarized in bold, followed by the Fund’s response. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Registration Statement.

* * * * * * *

Alison T. White

August 1, 2017

Page 2

Comment and Response

Please confirm in writing that FINRA has reviewed the proposed underwriting terms and arrangements of the offering to be made pursuant to each Prospectus Supplement.

The Fund confirms that it will submit, or ensure that the applicable underwriter submits, any underwritten offering to FINRA for its prior approval of the underwriting terms and arrangements to the extent that review by FINRA of such offering is required.

* * * * * * *

Should you have any additional comments or concerns, please do not hesitate to contact me at (617) 573-4836 or Mike Hoffman at (212) 735-3406.

Best regards,

/s/ Kenneth E. Burdon

Kenneth E. Burdon

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RMR Real Estate Income Fund

Two Newton Place

255 Washington Street, Suite 300

Newton, Massachusetts 02458

August 1, 2017

VIA EDGAR AND ELECTRONIC MAIL

Alison T. White

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549

RE:                       RMR Real Estate Income Fund
  (File Nos. 333-218384 and 811-22260)

Dear Ms. White:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, RMR Real Estate Income Fund (the “Registrant”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form N-2 be accelerated so that it may become effective by 4:00 p.m., Washington, D.C. time, on Tuesday, August 1, 2017, or as soon thereafter as reasonably practicable.

Very truly yours,

RMR Real Estate Income Fund

By:

/s/ Fernando Diaz

Name:

Fernando Diaz

Title:

President

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

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SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

500 BOYLSTON STREET

BOSTON, MASSACHUSETTS 02116

FIRM/AFFILIATE
   OFFICES

TEL: (617)   573-4800

CHICAGO
    HOUSTON

LOS ANGELES

NEW YORK

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

BEIJING

BRUSSELS

FRANKFURT

HONG KONG

DIRECT DIAL

617-573-4836

DIRECT FAX

617-305-4836

EMAIL ADDRESS

KENNETH.BURDON@SKADDEN.COM

FAX: (617)   573-4822

www.skadden.com

LONDON

MOSCOW

MUNICH

PARIS

February 24,   2017

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

SYDNEY

TOKYO

TORONTO

VIA EDGAR

Alison White

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549

RE:                       RMR Real Estate Income Fund (File No. 811-22260)

Dear Ms. White:

Thank you for your oral comments on February 21, 2017 regarding the Preliminary Proxy Statement on Schedule 14A filed by RMR Real Estate Income Fund (the “Fund”) on February 17, 2017 (the “Preliminary Proxy Statement”) with the U.S. Securities and Exchange Commission (the “Commission”). We have considered your comments to the Preliminary Proxy Statement and, on behalf of the Fund, responses to those comments are set forth below. Changes will be reflected in a Definitive Proxy Statement on Schedule 14A, which the Fund intends to file on or about the date hereof (the “Definitive Proxy Statement”).

Your comments are summarized in bold, followed by the Fund’s responses. Capitalized terms not otherwise defined have the meanings ascribed to them in the Definitive Proxy Statement.

Alison White

February 24, 2017

Page 2

Comments and Responses

1.            Please file a transmittal letter containing contact information with future proxy statement filings.

We will file a transmittal letter containing contact information with future proxy statement filings.

2.            Please include disclosure of any disadvantages to shareholders of the proposed Redomestication under the heading “Effect of Redomestication on Shareholders’ Investments in the Fund.”

The Fund has included the requested disclosure.

3.            The following disclosure appears under the heading “Effect of Redomestication on Shareholders’ Investments in the Fund”: “Shareholder approval of the Plan and the related Redomestication will be deemed to constitute approval of the advisory agreement and auditor, as well as a vote for the election of the Trustees, of the MD Fund. Accordingly, the Plan of Redomestication provides that the Fund, as the sole initial shareholder of the MD Fund, will vote to approve the advisory agreement and the auditor and to elect the Trustees of the MD Fund (which, as noted above, will be the same as the Fund’s current Trustees), after shareholder approval of the Redomestication but prior to the completion of the Redomestication.”

Would approval of the Redomestication (Proposal 2 in the Preliminary Proxy Statement) moot Proposal 1 in the Preliminary Proxy Statement (the election of Fund trustees)? Please clarify.

The Fund does not believe that the referenced mechanic would moot Proposal 1 in the Preliminary Proxy Statement because (1) the Redomestication may not close concurrently with obtaining the shareholder vote sought in Proposal 2 and (2) the vote on Proposal 2 will be deemed an authorization to elect the trustees of the MD Fund – not the Fund as it is currently organized in Delaware. The Fund has clarified this disclosure.

4.            Under the heading “Expenses Related to the Redomestication,” please clarify whether there are any circumstances under which the Redomestication would not be consummated if approved by shareholders.

The Fund has clarified the referenced disclosure.

Alison White

February 24, 2017

Page 3

5.            Under the heading “Consequences of Shareholders Not Approving Proposal 2,” please clarify what other courses of action the Board might take if the Redomestication is not approved.

The Fund has clarified the referenced disclosure.

6.            Please include the disclosure required by Items 22(c)(10) and 22(c)(11) of Schedule 14A under the heading “Other Information About the Fund, the Fund’s Advisor and the Fund’s Administrator.”

The Fund has added the requested disclosure.

7.            In the exhibit comparing Maryland and Delaware law, please consider whether the disclosure regarding derivative actions is significant enough for inclusion in this exhibit.

The Fund has removed the referenced disclosure.

* * * * * * *

Should you have any additional comments or concerns, please do not hesitate to contact me at (617) 573-4836 or Mike Hoffman at (212) 735-3406.

Best regards,

/s/ Kenneth E. Burdon

Kenneth E. Burdon

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Skadden, Arps, Slate, Meagher & Flom llp

DIRECT DIAL

617-573-4836

DIRECT FAX

617-305-4836

EMAIL ADDRESS

KENNETH.BURDON@SKADDEN.COM

500 BOYLSTON STREET

BOSTON, MASSACHUSETTS  02116

________

TEL: (617) 573-4800

FAX: (617) 573-4822

www.skadden.com

                                                                                              August 5, 2014

FIRM/AFFILIATE OFFICES

-----------

CHICAGO

HOUSTON

LOS ANGELES

NEW YORK

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

-----------

BEIJING

FRANKFURT

HONG KONG

LONDON

MOSCOW

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

SYDNEY

TOKYO

TORONTO

VIA EDGAR

Sheila Stout

Staff Accountant

Division of Investment Management

Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549

RE:

RMR Real Estate Income Fund

File No. 811-22260

Dear Ms. Stout:

Thank you for your oral comments on July 10, 2014 regarding the annual shareholder report (the "Annual Report") for RMR Real Estate Income Fund's (the "Fund") 2013 fiscal year, filed on Form N-CSR with the Securities and Exchange Commission (the "Commission") on February 21, 2014. The Fund has considered your comments to the Annual Report and authorized us to respond on its behalf as set forth below. Your oral comments are summarized in bold, followed by the Fund's responses.

* * * * * * *

Sheila Stout

August 5, 2014

Page 2

Comments and Responses

1.

Please confirm to us that the Fund is in compliance with Rule 19a-1 under the Investment Company Act of 1940, as amended (the "1940 Act"), including notifying shareholders of the sources of distributions not from net income.

The Fund confirms that it is in compliance with Rule 19a-1 under the 1940 Act, including notifying shareholders of the sources of distributions not from net income, to the extent any such distributions have been made.

2.

In the Financial Highlights for future shareholder reports, please state expenses including interest expense before expenses excluding interest expense under "Ratios/Supplemental Data."

The Fund will make the requested change in future shareholder reports.

3.

Note G states that the Fund "is required to pledge portfolio securities as collateral in an amount up to 250% of the loan balance outstanding" in connection with the Fund's revolving credit facility (the "Facility") with BNP Paribas Prime Brokerage Inc. ("BNPP"). Please confirm to us, and include in future shareholder reports, the minimum amount of portfolio securities required to be pledged to BNPP in connection with the Facility. Please also confirm to us whether rehypothecated securities are included or excluded from such minimum required amount.

The Fund has informed us that the minimum amount of portfolio securities required to be pledged to BNPP in connection with the Facility is 200% of the loan balance outstanding. The Fund confirms that it will include disclosure to this effect in future shareholder reports. The Fund also confirms that rehypothecated securities are included in (i.e., "count toward") such minimum required amount.

* * * * * * *

The Fund acknowledges that:

·

it is responsible for the adequacy and accuracy of the disclosures in the Annual Report;

Sheila Stout

August 5, 2014

Page 3

·

Commission staff comments on, or changes to disclosure in response to staff comments in, the Annual Report do not foreclose the Commission from taking any action with respect to the Annual Report; and

·

it may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any additional comments or concerns, please do not hesitate to contact me at (617) 573-4836 or Michael Hoffman at (212) 735-3406.

Best regards,

/s/ Kenneth E. Burdon

Kenneth E. Burdon

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RMR ASIA PACIFIC REAL ESTATE FUND

Two Newton Place

255 Washington Street, Suite 300

Newton, MA 02458

October 25,   2011

VIA EDGAR AND ELECTRONIC MAIL

H.R. Hallock, Jr.

Jeff Long

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549

RE:          RMR Asia Pacific Real Estate Fund
  (File Nos. 333-175902 & 811-22260)

Dear Messrs. Hallock and Long:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, RMR Asia Pacific Real Estate Fund (the “Registrant”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form N-14 be accelerated so that it may become effective by 4:00 p.m., Washington, D.C. time, on Tuesday, October 25, 2011, or as soon thereafter as reasonably practicable.

In connection with this request, the Registrant acknowledges that:

(a)                                  should the Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated authority, declare the above-referenced Registration Statement effective, it does not foreclose the Commission from taking any action with respect to such Registration Statement;

(b)                                 the action of the Commission or its staff, acting pursuant to delegated authority in declaring the above-referenced Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure contained in such Registration Statement; and

(c)                                  the Registrant may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Registrant hereby requests that you notify Kenneth Burdon (617-573-4836) of Skadden, Arps, Slate, Meagher & Flom LLP by telephone once the Registration Statement has been declared effective.

Very   truly yours,

RMR ASIA PACIFIC REAL ESTATE FUND

By:

/s/   Karen Jacoppo-Wood

Name:

Karen   Jacoppo-Wood

Title:

Vice-President

CORRESP
1
filename1.htm

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

FOUR TIMES SQUARE

NEW YORK 10036-6522

FIRM/AFFILIATE OFFICES

TEL: (212) 735-3000

BOSTON

FAX: (212) 735-2000

CHICAGO

www.skadden.com

HOUSTON

LOS ANGELES

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

BEIJING

October 24, 2011

BRUSSELS

FRANKFURT

HONG KONG

LONDON

MOSCOW

MUNICH

PARIS

SÃO PAULO

SHANGHAI

SINGAPORE

VIA EDGAR

SYDNEY

H.R. Hallock, Jr.

TOKYO

Jeff Long

TORONTO

U.S. Securities and Exchange Commission

VIENNA

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

RE:                              RMR Asia Pacific Real Estate Fund (“RAP”)

Dear Messrs. Hallock and Long:

We received oral comments from you on August 9, 2011, September 9, 2011, September 29, 2011 and October 13, 2011 to the Joint Proxy Statement/Prospectus on Form N-14 filed on July 29, 2011 (Nos. 333-175902 and 811-22260) (the “Registration Statement”) pursuant to the Securities Act of 1933 (the “Securities Act”) regarding the merger of RMR Real Estate Income Fund (“RIF”) with and into RAP (collectively, the “Funds”).

The Funds have considered your comments and have authorized us to make the responses and changes to the Registration Statement discussed below on the Funds’ behalf.  These changes will be reflected in Pre-Effective Amendment No. 1 to RAP’s Registration Statement filed herewith, which is marked to show the changes made in response to your comments, as well as other changes made since our last filing on July 29, 2011.  All changes were conformed throughout the Registration Statement where applicable.

For ease of reference, we have included your comments below followed by our responses.

Comments and Responses

1.             Please explain to us why you believe the merger of RIF into RAP will satisfy the “continuity of business enterprise” test.

As noted in our teleconference with you on August 25, 2011, the continuity of business enterprise (“COBE”) requirement is satisfied if the acquiring entity (RAP) either (i) continues the target entity’s (RIF’s) historic business (the “business continuity” prong of COBE) or (ii) uses a significant portion of the target entity’s (RIF’s) historic assets in a business (the “asset continuity” prong of COBE).  The asset continuity prong of the COBE requirement is generally satisfied if the acquiring entity (RAP) retains at least 33-1/3% of the target entity’s (RIF’s) historic assets in connection with the reorganization.  Since RAP intends to retain substantially all of RIF’s assets following the merger, the transaction will satisfy the asset continuity prong of the COBE requirement.

2.             Please explain to us your rationale for changing the direction of the merger so that RIF will be merged into RAP, instead of RAP being merged into RIF.

The direction of the merger was reversed to ensure the merger could be completed on a tax free basis.

3.             Please explain to us in greater detail the mathematical calculations and assumptions you used in arriving at $42,000 for the amount of the cash payment RAP’s investment adviser (the “Advisor”) proposes to make to it to compensate it for the loss of its contractual fee waiver if the merger is consummated (the “fee waiver buyout”).

The amount of the fee waiver buyout will take into account (i) the amount of RAP’s managed assets as of the close of trading on the closing date of the merger, (ii) the number of days between the date on which RAP’s fee waiver is

2

scheduled to expire (May 25, 2012) and the closing date of the merger, (iii) the 10 basis point (from 0.75% to 0.85%) increase in RAP’s net advisory fees for the period from the closing date of the merger to the scheduled expiration date of the waiver, and (iv) an appropriate discount factor which takes into account the time value of money.

The $42,000 figured provided in our comment response letter dated July 29, 2011 was based on various assumptions, including RAP’s managed assets as of June 30, 2011, and an assumed closing date of October 21, 2011 for the merger. As noted in the Registration Statement, the actual amount of this fee waiver buyout (after giving effect to the purchase of RAP common shares in the tender offer) will change based on the actual closing date of the merger, the actual value of RAP’s managed assets on the closing date of the merger and the actual applied discount factor.

The Board of Trustees (the “Board”) of RAP did not determine the actual discount rate to apply (2.0%) until its meeting on October 20, 2011. Based on such discount factor, RAP now estimates that the payment will be in the amount of $18,225. The Registration Statement has been revised accordingly. Please also see the Funds’ response to Comment 19.

4.             Please remove footnotes 5 and 6 to the expense table on pages 40-41 of the Prospectus.  We do not believe that RAP’s shareholders will realize any cost savings as a result of this proposed merger and thus believe that footnotes 5 and 6 to the expense table should be deleted.  We also continue to believe that the various narrative discussions in the Registration Statement regarding the pro forma results of the proposed merger that do not reflect the Reorganized Fund’s use of leverage should be deleted or revised to more clearly disclose the impact of leverage related expenses.

RAP would like to assure the Staff that it seeks to provide full disclosure to its common shareholders that the expenses borne by the common shareholders will increase as a result of the Reorganized Fund’s use of leverage.  This

3

is clearly disclosed to investors in the main expense table in the Total Annual Expenses line and in narrative disclosure throughout the Registration Statement.

RAP disagrees, however, that it is misleading to provide investors with information comparing RAP’s current expense ratio with the Reorganized Fund’s expense ratio assuming no leverage.  We note that similar disclosure is routinely included in prospectuses for newly organized funds so that investors can see the cost of operating the fund without leverage, as this information permits an “apples to apples” comparisons with other similar funds that might use different levels of leverage or no leverage at all.  In RAP’s case, this information permits RAP’s investors to compare the operating costs of RAP and the Reorganized Fund on an “apples to apples” basis and illustrates the beneficial effects of the proposed merger on such expenses as a percentage of average net assets.  This is a real and tangible benefit of the merger, and it is a benefit that is present whether the Reorganized Fund maintains its level of leverage immediately after the merger is completed or increases or decreases its leverage ratio at a future date. Furthermore, the absolute expenses incurred by RAP’s common shareholders following the merger would be lower than if RAP, without merging with RIF, simply changed its investment objectives, policies and restrictions to resemble RIF’s and incurred a similar amount of leverage to seek to increase returns to investors.

By way of analogy, if an individual rents a 1,000 square foot apartment for $1,000 a month, that person pays rent at a rate of $1.00 per square foot per month.  If that person moves to a 1,500 square foot apartment and pays $1,250 in rent per month, it is true the renter’s absolute expenses have increased by $250 per month; however, the renter also receives the benefit a larger apartment and pays only $0.83 per square foot per month.  Similarly, RAP’s common shareholders would pay higher absolute expenses as a result of the Reorganized Fund’s use of leverage, but they also would receive the benefit of that leverage which, under normal market conditions, will permit them to earn greater income than they would without that leverage.

In light of the foregoing considerations, RAP has respectfully declined to delete the information in the narrative portions of the Prospectus, but has further revised the applicable disclosure to ensure investors receive full and fair disclosure and do not receive the impression that absolute expenses will be reduced as a result of the proposed merger. RAP has, however, deleted this information from

4

the footnotes to the fee table at your request, even though it believes such disclosure would be appropriate for the reasons discussed above.

5.             Similar to Comment 4, above, we believe that the various discussions in the Registration Statement asserting that the merger would result in approximately $221,000 in annual cost savings (such as on page 7 of the Prospectus) should be deleted or revised, particularly in light of RAP’s loss of its advisory fee waiver and the increased expenses for RAP shareholders resulting from the Reorganized Fund’s use of leverage.  If you retain this disclosure, please add additional disclosure to these discussions stating that RAP shareholders will experience no net savings as a result of the proposed merger and explain why that is the case.

As noted in response to Comment 4, disclosure relating to cost savings has been revised throughout the Registration Statement to ensure that investors receive full and fair disclosure.  With respect to the “loss” of the advisory fee waiver, we acknowledge your recognition of the fee waiver buyout; however, we wish to reemphasize that RAP’s advisory fee waiver is scheduled to expire on May 25, 2012 and that, as a result of the proposed merger, from that date forward RAP’s common shareholders would benefit from a 15 basis point lower contractual advisory fee than if the proposed merger did not occur.  We also wish to reemphasize that the Advisor will make a cash payment to RAP to compensate it for the lost benefit of the advisory fee waiver for the period from the closing of the merger until May 25, 2012.

6.             Please revise the “Realized and unrealized gain (loss) on investment” heading in the Pro Forma Statement of Operations to reflect an appropriate adjustment for any anticipated gain or loss to be realized on the liquidation of RAP’s portfolio.  To the extent relevant, please make corresponding revisions to discussions in the Registration Statement regarding the U.S. federal income tax consequences of the proposed merger (such as in the appropriate question on page v of the “Q&A”).

We made the requested change.

5

7.             Please add to the Notes to RAP’s Pro Forma Financial Statements a note addressing the allocation of merger costs.

We made the requested change.

8.             Please add additional disclosure where relevant explaining the inputs comprising the $145,000 estimated cost of liquidating RAP’s investment securities set forth in note (c) to the Pro Forma Statement of Assets and Liabilities.

We made the requested change.

In determining the estimated cost of liquidating RAP’s investment securities, the Funds applied the average brokerage fee paid by RAP in 2010 on its portfolio transactions to the value of RAP’s estimated managed assets following RAP’s self tender offer for 20% of its outstanding common shares (assuming the tender offer is fully subscribed).  In other words, this estimated expense relates to estimated brokerage charges in liquidating RAP’s investment securities post-merger.  RAP will also incur brokerage charges in connection with liquidating its investment securities to fund its pre-merger self-tender offer.  Based on RAP’s most recent estimates, these expenses are now expected to amount to approximately $159,000 (assuming RAP’s pre-merger self tender offer is fully subscribed).

9.             Please provide us with additional detail regarding cost savings and benefits to the Advisor that may arise from the merger.  If the Reorganized Fund does not intend to issue additional preferred shares (as compared to those currently outstanding for RIF) or to increase the amount of its credit facility (as compared to the amount currently available to RIF) within a year of the merger, please disclose this intention in the Registration Statement.

The Reorganized Fund has no present intention to issue additional preferred shares or to increase the amount of its credit facility.  As of June 30, 2011, leverage represented approximately 23% of RIF’s average managed assets.  Immediately after the Reorganization, it is currently anticipated that leverage would represent approximately 18% of the Reorganized Fund’s average managed assets.

6

Therefore, there is no additional benefit to the Advisor arising from the Reorganized Fund’s use of leverage.

As a result of no longer paying a portion of its fees to MacarthurCook Investment Managers Limited for investment sub-advisory services, the Advisor would earn additional income of approximately $131,000 per annum based on RAP’s managed assets as of June 30, 2011 and assuming RAP’s pre-merger self tender offer is fully subscribed.  However, after the merger, the Advisor would be managing the Reorganized Fund’s entire portfolio itself, including managing the Reorganized Fund’s leverage policies for the benefit of both RIF and RAP shareholders, would be compensated at the same rate at which it was compensated historically for managing RIF, and RAP’s shareholders would have their overall contractual investment advisory fee reduced by 15 basis points after May 25, 2012.  Because the Advisor intends to make a cash payment to RAP to compensate RAP’s shareholders for the early termination of RAP’s current contractual advisory fee waiver, the Advisor’s additional income has been calculated assuming no fee waiver is in place for RAP.  This benefit is reasonable in light of the Advisor taking over the day-to-day management of assets formerly attributable to RAP and the overall net savings to RAP shareholders in terms of a lower contractual advisory fee rate.  The applicable disclosure in the Registration Statement has been revised to reflect the Boards’ consideration of these matters in connection with approving the merger.

While the Reorganized Fund has no present intention to issue additional preferred shares or to increase the amount of its credit facility, as disclosed in the Registration Statement, based on market conditions or other factors considered by its Board, the Reorganized Fund could revise the amount and type of leverage it employs at any time and from time to time.  The Funds have clarified the disclosure in the Registration Statement in this regard.

10.          Please note that you will need to update the pro forma financial statements included in the Registration Statement should they become stale in accordance with Rule 3-18 of Regulation S-X.

The Funds have updated these figures and estimates and these updates are reflected in Pre-Effective Amendment No. 1 to RAP’s Registration Statement filed herewith.

7

11.          Please include bullet-pointed disclosure on the cover page of the Prospectus addressing in plain English the following effects of the merger for RAP shareholders: (a) RAP shareholders will no longer own shares of a fund investing in Asia Pacific real estate companies; (b) RAP’s portfolio of Asia Pacific real estate companies will be liquidated; (c) the anticipated cost of the liquidation of RAP’s portfolio of Asia Pacific real estate companies; (d) RAP’s expenses will increase on a pro forma basis; (e) RAP will use leverage in the form of preferred shares and borrowings; and (f) if relevant, any tax consequences arising from the liquidation of RAP’s portfolio of Asia Pacific real estate companies.

We added the requested disclosure.

12.          Please revise the disclosure in the Prospectus discussing the anticipated administrative operating expense savings from the merger to include disclosure of the anticipated cost of the merger to be borne by RAP, the anticipated cost of RAP’s pre-merger self tender offer and the anticipated cost of liquidating RAP’s portfolio of Asia Pacific real e

CORRESP
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filename1.htm

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

FOUR TIMES SQUARE

NEW YORK 10036-6522

FIRM/AFFILIATE OFFICES

TEL: (212) 735-3000

BOSTON

FAX: (212) 735-2000

CHICAGO

www.skadden.com

HOUSTON

LOS ANGELES

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

BEIJING

July 29, 2011

BRUSSELS

FRANKFURT

HONG KONG

LONDON

MOSCOW

MUNICH

PARIS

SÃO PAULO

SHANGHAI

SINGAPORE

VIA EDGAR

SYDNEY

H.R. Hallock, Jr.

TOKYO

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

RE:                              RMR Real Estate Income Fund (“RIF”)

RMR Asia Pacific Real Estate Fund (“RAP”)

Dear Mr. Hallock:

On behalf of RAP, we are enclosing herewith for filing pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the General Rules and Regulations of the U.S. Securities and Exchange Commission thereunder, one electronically signed Registration Statement on Form N-14 for RAP (the “Registration Statement”) in connection with the proposed reorganization of RIF into RAP.  A fee of $232.20 to cover the registration fee under the Securities Act has been paid.

We wish to note that the Registration Statement enclosed herewith addresses the same substantive transaction as that addressed in a Registration Statement on Form N-14 filed by RIF on June 6, 2011 (Nos. 333-174736 and 811-22234) (the “RIF Registration Statement”) pursuant to the Securities Act regarding the proposed reorganization of RAP into RIF.  The Boards of Trustees of RAP and RIF have determined to restructure the proposed reorganization and now propose to merge RIF into RAP.  As explained more fully in the Registration Statement, the substantive effect of the reorganization will be as if RAP had merged into RIF.

We would thus like to take this opportunity to respond to your oral comments of June 28, 2011 and July 1, 2011 regarding the RIF Registration Statement.  RIF and RAP (the “Funds”) have considered your comments and have authorized us to make the responses discussed below on the Funds’ behalf.  These changes have been reflected in the Registration Statement enclosed herewith, which is marked to show the changes made in response to your comments, as well as other changes made to the Registration Statement as compared to the RIF Registration Statement.  All changes were conformed throughout the Registration Statement, where applicable.

For ease of reference, we have included your comments below followed by our responses.

Comments and Responses

1.             Please provide us with an analysis of why RIF should be the “accounting/performance survivor” in this proposed merger using the factors set forth in North American Security Trust, SEC No-Action Letter (Aug. 5, 1994) (“NAST”).

In NAST, the SEC staff set forth five attributes that it compares when determining the accounting and performance survivor in a business combination involving investment companies: the funds’ (1) investment advisers; (2) investment objectives, policies, and restrictions; (3) expense structures and expense ratios; (4) asset size; and (5) portfolio composition.  Each of RIF and RAP have the same investment adviser and the remaining factors indicate that RIF is the proper fund to be treated as the accounting and performance survivor.

First, RIF and RAP have different investment objectives, policies and restrictions, and the reorganized RAP (the “Reorganized Fund”) will use RIF’s investment objectives, policies and restrictions.  In addition to retaining RIF’s investment objectives, policies and restrictions, the Reorganized Fund intends to divest its portfolio of all or substantially all of its Asia Pacific portfolio securities formerly attributable to RAP (the “RAP Legacy Assets”) and intends to retain RIF’s investment focus on U.S. REITs and other U.S.-based real estate companies.  This aspect of the proposed merger is clearly set forth in the Registration Statement.

2

Second, the Reorganized Fund will retain the same expense structure as RIF and the Reorganized Fund’s expense ratio will reflect this expense structure, as opposed to RAP’s.  In particular, the Reorganized Fund will adopt a leveraged capital structure similar to that of RIF and will seek to increase returns to common shareholders through the use of this leverage.  RAP does not use leverage to seek to increase returns to common shareholders.  In this respect, the expense structures of RIF and RAP are fundamentally different and the Reorganized Fund will adopt RIF’s leveraged expense structure, which will be further reflected in the Reorganized Fund’s expense ratio.  Indeed, the move for RAP shareholders into a leveraged fund such as the Reorganized Fund, where in normal market conditions they may realize the benefit of potentially greater returns offered by the use of leverage, constitutes the singular reason why RAP shareholders are expected to incur higher absolute expenses as shareholders in the Reorganized Fund.(1)

Third, after the consummation of the merger, the assets of the Reorganized Fund will consist of a majority of RIF’s assets. As of June 30, 2011, RIF’s managed assets (net assets attributable to common shares, plus leverage) were $119,892,334 and RAP’s managed assets were $73,183,146.  Assuming RAP repurchases 20% of its common shares in a pre-reorganization self-tender offer, RAP’s managed assets would be $58,546,517 immediately prior to the proposed merger based on its managed assets as of June 30, 2011.  Thus, based on these June 30, 2011 numbers, the Reorganized Fund’s managed assets would be $178,438,851, only 33% of which would be RAP Legacy Assets.

Finally, after the proposed merger the Reorganized Fund will divest its portfolio of all or substantially all of the RAP Legacy Assets and reinvest the proceeds in U.S. REITs and other U.S.-based real estate companies.  Thus, the Reorganized Fund’s portfolio will most closely resemble that of RIF’s.

The Funds thus believe that RIF is the proper fund to be treated as the accounting and performance survivor of the proposed merger.

2.             Please explain to us why you believe the merger of RAP into RIF will satisfy the “continuity of business enterprise” test. Please also address the status of your Private Letter Ruling request as of the date of your response to us.

(1)   See response to comment 7, infra.

3

As discussed above, the reorganization has been restructured such that RIF will merge into RAP. The Funds withdrew their Private Letter Ruling request by letter to the Internal Revenue Service dated July 22, 2011 and will obtain an opinion of counsel regarding the characterization of the merger of RIF into RAP as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

3.             In the first bullet point of the President’s Letter, please explicitly state that, subsequent to the closing of the merger, the Reorganized Fund will liquidate all of the RAP Legacy Assets, that the Reorganized Fund will reinvest the proceeds from this liquidation in securities of U.S.-based real estate companies, and that, as a result, RAP shareholders will be invested in a different fund with a different portfolio of investments.  Please generally make this point of disclosure more prominent throughout the Registration Statement.

We made the requested changes.

4.             Please add disclosure in relevant portions of the Registration Statement addressing the fact that the Reorganized Fund’s dividend following the merger will consist in substantial part of a return of capital.

Historically, RIF has earned net investment income (i.e., distributions received on RIF’s portfolio investments less its operating expenses) from its investments in excess of what it has paid in dividends to its common shareholders even though RIF’s financial statements show that its distributions to common shareholders include a return of capital component.  As explained in more detail below, RIF’s financial statements indicate that its distributions to common shareholders include a return of capital due to an accounting requirement rather than due to RIF making distributions in excess of its net investment income (i.e., RIF’s distributions received less its operating expenses).

RIF invests, and the Reorganized Fund will invest, primarily in the common and preferred securities of REITs, which are generally not subject to U.S. federal income taxes.  Distributions that RIF receives, and the Reorganized Fund expects to receive, from REITs in which it invests can be classified as ordinary income, capital gain income or return of capital for U.S. federal income tax purposes by the REITs that make these distributions to RIF.   As required under GAAP, RIF

4

excludes from investment income the portions of the distributions it receives from REITs classified by those REITs as capital gain income and return of capital income in preparing its financial statements.  RIF includes in its financial statements as “net realized gain on investments” that portion of the distributions received from REITs that is classified by those REITs as capital gain income.  RIF credits “net change in unrealized appreciation/(depreciation) on investments” in its financial statements with that portion of the distributions received from REITs that is classified by those REITs as return of capital.  These accounting adjustments have the effect of reducing the amount of dividend income and net investment income reported in RIF’s financial statements and are clearly disclosed in Note A(7) to RIF’s financial statements as of and for the year ended December 31, 2010.  The Reorganized Fund expects to make the same types of adjustments to its financial statements.

As shown in the following table, the amount of these accounting adjustments for the years ended December 31, 2010 and 2009 were in excess of the portion of distributions to common shareholders reflected as a return of capital in RIF’s financial statements.  In other words, absent the requirement to make these adjustments in RIF’s financial statements under GAAP, none of RIF’s 2010 or 2009 distributions to common shareholders would have been considered a return of capital.

5

2010

2009

Capital gain adjustment (1)

$

393,318

$

297,951

Return of capital adjustment (2)

1,543,336

657,416

1,938,664

957,376

Return of capital distributions (3)

1,478,064

947,954

Excess

$

460,600

$

9,422

(1)          Represents adjustment for portion of distributions received by RIF from REITs classified by those REITs as capital gain.

(2)          Represents adjustment for portion of distributions received by RIF from REITs classified by those REITs as return of capital.

(3)          Represents portion of distributions to common shareholders reflected as a return of capital in RIF’s financial statements.

The Funds therefore believe that no changes are necessary in response to this comment.  The Funds have, however, added disclosure to the Registration Statement under the heading “Proposals 1, 2 and 3: Reorganization Related Proposals — Additional Information About Common Shares of the Funds — Dividends and Distributions” summarizing the foregoing.

5.             In the third bullet point of the President’s Letter, please disclose that RAP’s expense ratio, assuming the use of leverage by the Reorganized Fund on a pro forma basis, will increase on a pro forma basis as a result of the merger.

We made the requested change.

6.             In our experience any benefit in respect of a narrowing of a market trading discount to net asset value is generally realized upon the announcement of a planned fund merger.  We note that the announcement of the planned merger of the Funds has not resulted in any material narrowing of the Funds’ market trading discount to net asset value.  Please clarify in the fourth bullet point in the President’s Letter (and elsewhere where relevant) why the Funds believe that the merger may result in a narrower market trading discount to net asset value for the Reorganized Fund.

6

The Funds respectfully submit that no change is necessary in response to this comment.  The Funds state throughout the Registration Statement that the expanded common shareholder base for the Reorganized Fund and the potential increase in current income for Reorganized Fund common shareholders after the consummation of the merger may lead to a narrower market trading discount to net asset value for the Reorganized Fund’s  common shares. The Funds’ boards of trustees continue to believe that, after the consummation of the merger, these factors may lead to a narrower market trading discount to net asset value for the Reorganized Fund’s common shares.

The Funds believe that the failure of their respective market trading discounts to net asset value to narrow upon the announcement of the merger is not dispositive of the question as to how market forces will unfold post-merger.  The Funds believe that an equally reasonable explanation is that market participants have not acted on what might be viewed as the risky assumption that the merger will occur — particularly given the complex nature of this particular reorganization, the uncertainty regarding the number of RAP shareholders who may seek to tender in RAP’s pre-Reorganization self-tender offer and the necessity of obtaining three separate approvals from RAP’s shareholders.

7.             Please remove the various discussions in the Registration Statement regarding the pro forma results of the proposed merger that do not reflect the Reorganized Fund’s use of leverage.  We believe that this disclosure is confusing.  For example, on page iv of the “Q&A” under the question “How Will the Reorganization Affect Fund Fees and Expenses,” the first paragraph need say nothing more in respect of RAP other than RAP shareholders will realize an expense ratio increase of 34 basis points if they approve their reorganization related proposals.

We have made the disclosure in the Registration Statement regarding the pro forma results of the proposed merger reflecting the Reorganized Fund’s use of leverage more prominent.  A discussion of the pro forma results of the proposed merger reflecting the Reorganized Fund’s use of leverage will come immediately prior to any discussion of the pro forma results of the proposed merger that do not reflect the Reorganized Fund’s use of leverage.

The difference in the Reorganized Fund’s expenses when leverage is reflected versus when leverage is not reflected is a material fact that RAP’s Board of

7

Trustees considered in approving the proposed merger and should be considered by RAP’s shareholders when determining whether to approve their reorganization related proposals.  This disclosure allows RAP’s shareholders to directly evaluate the cost of the Reorganized Fund’s leverage.  Absent this disclosure, RAP’s shareholders will not be able to evaluate this aspect of an investment in the Reorganized Fund, which RAP believes is material to making a decision regarding whether to approve RAP’s reorganization related proposals.

This disclosure is particularly important for RAP’s shareholders to consider in determining whether to approve the merger because RAP is unleveraged and RIF is, and the Reorganized Fund will be, leveraged.  RAP believes that its shareholders cannot make an informed decision with respect to whether to approve RAP’s reorganization related proposals without understanding the incremental cost of holding an investment in a leveraged fund.  The only way for RAP’s shareholders to directly assess that cost is to compare the expenses they would bear as shareholders in the Reorganized Fund if it were unleveraged with the expenses they would bear as shareholders in the Reorganized Fund with its pro forma leverage.  It also enables RAP shareholders to better compare the fees and expenses paid by RIF, and to

CORRESP
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    rmrltr.htm

    NEW
RMR ASIA PACIFIC REAL ESTATE FUND

    400
Centre Street

    Newton,
MA 02458

April 6, 2009

    VIA EDGAR
AND ELECTRONIC MAIL

              Mr. H.R. Hallock, Jr.

              Securities and Exchange
      Commission

              Division of Investment
      Management

              100 F Street, N.E.

              Washington, DC 20549

              RE:

              New RMR Asia Pacific Real Estate
      Fund

                (File
      Nos. 333-156412 &
811-22260)

    Dear Mr. Hallock:

    Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, New RMR Asia
Pacific Real Estate Fund (the "Registrant") hereby requests that the
effec­tiveness of the above-referenced Registra­tion Statements on Form
N-14 and Form N-2 be accelerated so that they may become effective by
4:00 p.m., Washington, D.C. time, on Wednesday, April 8, 2009, or as soon
thereafter as reasonably practicable.

    In connection with this request, the
Registrant acknowledges that:

              (a)

              should
      the Securities and Exchange Commission (the "Commission") or its staff,
      acting pursuant to delegated authority, declare the above-referenced
      Registration Statements effective, it does not foreclose the Commission
      from taking any action with respect to such Registration
      Statements;

              (b)

              the
      action of the Commission or its staff, acting pursuant to delegated
      authority in declaring the above-referenced Registration Statements
      effective, does not relieve the Registrant from its full responsibility
      for the adequacy and accuracy of the disclosure contained in such
      Registration Statements; and

              (c)

              the
      Registrant may not assert this action as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

                Very truly
      yours,

                NEW
      RMR ASIA PACIFIC REAL ESTATE FUND

                By:

      /s/
      Karen Jacoppo-Wood

                Name:  Karen
      Jacoppo-Wood

                Title:
      Vice-President