Seven Hills Realty Trust - Proxy Solicitation & Information Statement 2017

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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| Filed by the Registrant ý Filed by a Party other than

the Registrant o
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

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RMR Real Estate Income Fund
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
		o	Fee paid previously with preliminary materials.
		o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
		(1)	Amount Previously Paid:
		(2)	Form, Schedule or Registration Statement No.:
		(3)	Filing Party:
		(4)	Date Filed:

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ZEQ.=1,SEQ=1,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=958252,FOLIO='blank',FILE='DISK132:[17ZAJ1.17ZAJ40901]BA40901A.;10',USER='HYUNG',CD='24-FEB-2017;11:58' THIS IS THE END OF A COMPOSITION COMPONENT

Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, APRIL 13, 2017

To the Shareholders of RMR Real Estate Income Fund:

Notice is hereby given that the annual meeting of shareholders of RMR Real Estate Income Fund, a Delaware statutory trust (the "Fund"), will be held at the offices of the Fund, Two Newton Place, 255 Washington Street, Suite 100, Newton, Massachusetts 02458, on Thursday, April 13, 2017, at 9:30 a.m. (Eastern time), and any adjournments, postponements or delays thereof (the "Annual Meeting"), for the following purposes:

THE BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 1 AND PROPOSAL 2.

Shareholders of record as of the close of business on February 17, 2017 are entitled to notice of and to vote at the Annual Meeting and at any adjournments, postponements or delays thereof.

RMR Real Estate Income Fund's governing documents do not provide shareholders with dissenters' appraisal rights, and the Fund does not believe that shareholders are entitled to appraisal rights in connection with this Redomestication.

Securities and Exchange Commission rules allow us to furnish proxy materials to our shareholders on the Internet. You can now access proxy materials and vote at www.proxyvote.com. You may vote via the Internet or by telephone by following the instructions on that website. In order to vote via the Internet or by telephone you must have your shareholder identification number which is set forth in the Notice Regarding the Availability of Proxy Materials mailed to you. If your shares are held in the name of a brokerage firm, bank, nominee or other institution, you should provide instructions to that institution on how to vote your shares. You may also request a paper proxy card to submit your vote by mail. If you attend the Annual Meeting and vote in person, that vote will revoke any proxy you previously submitted. If you hold shares in the name of a brokerage firm, bank, nominee or other institution, you must provide a legal proxy from that institution in order to vote your shares at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please read the proxy statement and complete or authorize a proxy for your shares as soon as possible. Your vote is important, no matter how many or how few shares you own.

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By order of the Board of Trustees,
JENNIFER B. CLARK Secretary RMR Real Estate Income Fund

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Newton, Massachusetts February 24, 2017

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Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458

PROXY STATEMENT

YOUR PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF RMR REAL ESTATE INCOME FUND

ANNUAL MEETING OF SHAREHOLDERS

To Be Held on Thursday, April 13, 2017

This proxy statement is being furnished in connection with the solicitation by the Board of Trustees (the "Board") of RMR Real Estate Income Fund, a Delaware statutory trust (the "Fund"), of proxies to be voted at the annual meeting of shareholders of the Fund to be held at the offices of the Fund, Two Newton Place, 255 Washington Street, Suite 100, Newton, Massachusetts 02458, on Thursday, April 13, 2017, at 9:30 a.m. (Eastern time), and at any and all adjournments, postponements or delays thereof (the "Annual Meeting").

The following table indicates the proposal in respect of which votes are solicited by this proxy statement and the class of shares solicited for the proposal:

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Proposal	Description	Class of Shares Voting
Proposal 1	To elect Mr. John L. Harrington as a trustee.	Common shares and preferred shares of the Fund, voting together as a single class.
Proposal 2	To approve an Agreement and Plan of Redomestication (the "Plan of Redomestication" or "Plan") that provides for the reorganization of the Fund from a Delaware statutory trust to a Maryland statutory trust (the
"Redomestication"), and related Redomestication.	Common shares and preferred shares of the Fund, voting together as a single class.

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This proxy statement and the related proxy cards are being first sent to shareholders on or about February 24, 2017. The Fund will furnish, without charge, a copy of its annual report and most recent semi-annual report, if any, to any shareholder upon request. Requests should be directed to the Secretary of the Fund at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 (toll free telephone number (866) 790-8165). Copies can also be obtained by visiting the Fund's website at www.rmrfunds.com. * Copies of the Fund's annual and semi-annual reports are also available on the EDGAR Database on the Securities and Exchange Commission's (the "SEC") website at www.sec.gov .

The record date for the Annual Meeting is February 17, 2017. Only shareholders of record as of the close of business on February 17, 2017 are entitled to notice of, and to vote at, the Annual Meeting

BLANK LINE TO FORCE PARA

The Internet address for the Fund is included several times in this proxy statement as a textual reference only. The information on the website is not incorporated by reference into this proxy statement.

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and any adjournments, postponements or delays thereof. As of the record date, the Fund had the following shares outstanding:

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Fund	NYSE MKT Symbol+	Number of Common Shares	Number of Preferred Shares (Series M, T, W, Th and F)
RMR Real Estate Income Fund	RIF	7,651,507	667

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The common shares of the Fund are listed for trading on the NYSE MKT LLC (the "NYSE MKT"). The preferred shares of the Fund are not listed for trading on any national securities exchange.

The principal executive office of the Fund is located at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

A quorum of shareholders is required to take action at the Annual Meeting. The presence in person or by proxy of shareholders entitled to cast a majority of all the votes entitled to be cast on a particular matter at the Annual Meeting shall constitute a quorum for voting on a particular matter or the transaction of business. Common shares and preferred shares of the Fund represented by valid proxies or in person will count for the purpose of determining the presence of a quorum for the Annual Meeting. Votes cast by proxy or in person at the Annual Meeting will be tabulated by the inspector of election appointed for the Annual Meeting.

Broker non-votes are shares held in street name for which instructions on a particular proposal have not been received from the beneficial owners or other persons entitled to vote and for which the broker does not have discretionary voting authority. Broker non-votes and abstentions will be counted as shares present for purposes of determining whether a quorum is present at the Annual Meeting. Broker non-votes and abstentions will have no effect on the outcome of the vote on Proposal 1 or Proposal 2.

Failure of a quorum to be present at the Annual Meeting with respect to any particular matter may cause an adjournment of the Annual Meeting with respect to that particular matter and will subject the Fund to additional proxy solicitation expenses. The Fund's Bylaws expressly authorize the chairperson of the Annual Meeting, subject to the review of the Independent Trustees (as defined below), to adjourn the Annual Meeting for any reason deemed necessary by the chairperson, including if (a) no quorum is present for the transaction of business, (b) the Board or the chairperson of the Annual Meeting determines that adjournment is necessary or appropriate to enable the shareholders to consider fully information that the Board or the chairperson of the Annual Meeting determines has not been made sufficiently or timely available to shareholders, or (c) the Board or the chairperson of the Annual Meeting determines that adjournment is otherwise in the best interests of the Fund. Pursuant to this authority, the Board or the chairperson of the Annual Meeting may determine that it is in the best interests of the Fund to adjourn the Annual Meeting only with respect to one of the Proposals in order to continue soliciting votes on that Proposal (even if a quorum is present for such Proposal), and to close voting on one or more other proposals. If the Annual Meeting is adjourned, the time and place of the adjourned meeting will be announced at the Annual Meeting.

The holders of the outstanding common and preferred shares of the Fund are entitled to one vote per share, and a proportionate vote for each fractional share, with respect to proposals of the Fund upon which such holders are entitled to vote.

Approval of each of Proposal 1 and Proposal 2 requires the affirmative vote of a majority of all the votes cast on such Proposal at the Annual Meeting.

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The individuals named as proxies on the proxy cards will vote in accordance with your directions with respect to the Fund as indicated thereon if your proxy is received properly executed. If you properly execute your proxy card and give no voting instructions, your shares will be voted "FOR" Proposal 1 and Proposal 2. If other matters properly come before the Annual Meeting or any adjournments, postponements or delays thereof, and if discretionary authority to vote with respect thereto has been conferred by the applicable proxy card, the persons named in the proxy card will vote the proxy in accordance with their discretion on those matters.

Any proxies may be revoked at any time before they are exercised at the Annual Meeting by timely filing with the Fund a written notice of revocation, by timely delivering to the Fund a duly executed proxy bearing a later date, by voting over the Internet or by telephone at a later time in the manner provided on the website indicated in the Notice of Internet Availability or by attending the Annual Meeting and voting in person. Votes provided over the Internet, by telephone or by mail must be received by 11:59 p.m. Eastern time on April 12, 2017. If you hold shares in the name of a brokerage firm, bank, nominee or other institution, you must provide a legal proxy from that institution in order to vote your shares at the Annual Meeting.

The proposals for shareholder votes and the recommendations of the Board with respect to Proposal 1 and Proposal 2 are set forth below.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" INFORMATION RELATING TO TRUSTEES

The Fund's Board is divided into three classes of trustees (each trustee, a "Trustee" and, collectively, the "Trustees"). There are two Trustees in Class II (Messrs. Adam D. Portnoy and Jeffrey P. Somers) whose current terms will expire at the annual meeting to be held in 2018, there are two Trustees in Class III (Messrs. Barry M. Portnoy and Joseph L. Morea) whose current terms will expire at the annual meeting to be held in 2019 and there is one Trustee (Mr. John L. Harrington) in Class I whose current term expires at the upcoming annual meeting to be held on April 13, 2017. Mr. John L. Harrington is being proposed for reelection as the Class I Trustee at the Annual Meeting. Trustees in each class are elected and hold office for a term expiring at the Fund's annual meeting held in the third year following the year of their election, with each Trustee holding office until the expiration of the term of the relevant class and the election and qualification of his or her successor, or until he or she sooner dies, resigns, retires, or is disqualified or removed from office. Pursuant to the requirements of the 1940 Act, and the organizational documents of the Fund, holders of preferred shares of the Fund, voting as a separate class, are entitled to elect two Trustees to the Fund's Board (Messrs. Barry M. Portnoy and Adam D. Portnoy presently represent the holders of the Fund's preferred shares), and the remaining Trustees of the Fund are elected by the holders of the common shares and preferred shares of the Fund, voting together as a single class.

A majority of the Trustees are not "interested persons" of the Fund within the meaning of the 1940 Act. Messrs. Harrington, Morea and Somers are not "interested persons" of the Fund within the meaning of the 1940 Act, and are sometimes referred to herein as "Independent Trustees."

The Board has determined that a majority of the Trustees are Independent Trustees pursuant to the Fund's Declaration of Trust, Bylaws, applicable corporate governance standards for companies listed on the NYSE MKT and applicable laws and regulations relating to registered investment companies. In determining independence pursuant to NYSE MKT standards, the Fund's Board affirmatively determines whether the Independent Trustees have a direct or indirect material relationship with the Fund or its affiliates other than by reason of their service as an Independent Trustee. When assessing a Trustee's relationship with the Fund or its affiliates, the Board considers all relevant facts and circumstances, not merely from the Trustee's standpoint but also from that of the persons or organizations with which the Trustee has an affiliation. Material relationships can include commercial, banking, consulting, legal, accounting, charitable and familial relationships. The Board has determined

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that Messrs. Harrington, Morea and Somers currently qualify as independent under applicable Federal securities regulations, NYSE MKT rules and the Fund's Declaration of Trust and Bylaws.

The Fund's Board currently consists of five Trustees. Pursuant to the Fund's Bylaws, two of the five Trustees are "Managing Trustees." The "Managing Trustees" have been employees, officers or directors of the investment adviser of the Fund or involved in the day to day activities of the Fund for at least one year. Messrs. Barry and Adam Portnoy serve as the Fund's Managing Trustees.

Additional information regarding the nominees and Trustees is included in this proxy statement under the heading "Information Regarding Nominees and Trustees of the Fund."

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PROPOSAL 1: ELECTION OF MR. JOHN L. HARRINGTON AS A CLASS I TRUSTEE

In this Proposal, holders of common shares and preferred shares, voting together as a single class, are being asked to elect Mr. John L. Harrington as a Class I Trustee of the Fund. On December 15, 2016, the Fund's Nominating Committee nominated Mr. John L. Harrington as a Class I Trustee to stand for reelection at the Annual Meeting.

In making its nomination, the Nominating Committee of the Fund considered Mr. John L. Harrington's qualifications for service on the Board. The Nominating Committee considered the quality of his past services as a Trustee of the Fund, his business and personal experience and reputation for integrity, intelligence, sound judgment and ability to understand complex financial issues and to make meaningful inquiries; his willingness and ability to devote sufficient time to Board business; his familiarity with the responsibilities of service on the Board of a publicly owned company; his ability to qualify as an Independent Trustee under applicable Federal securities regulations, NYSE MKT rules, and the Fund's Declaration of Trust and Bylaws; and other matters that the Nominating Committee deemed appropriate. Mr. John L. Harrington is the nominee of the Nominating Committee for election by the Fund's common and preferred shareholders, voting together as a single class, at the Annual Meeting to serve until the Fund's 2020 annual meeting, and to hold office until the expiration of the term of the Class I Trustees and the election and qualification of his successor, or until he sooner dies, resigns, retires, or is disqualified or removed from office.

It is the intention of the persons named in the proxy cards to vote the shares represented thereby "FOR" the election of Mr. John L. Harrington, unless a proxy card is marked otherwise. Mr. John L. Harrington has agreed to serve as Trustee of the Fund if elected. However, if Mr. John L. Harrington becomes unable or unwilling to accept nomination for election to the Board, the proxies will be voted for a substitute nominee designated by the Fund's Nominating Committee. The Board has no reason to believe that John L. Harrington will be unable or unwilling to serve.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF MR. JOHN L. HARRINGTON.

PROPOSAL 2: APPROVAL OF REDOMESTICATION OF THE FUND FROM A DELAWARE STATUTORY TRUST TO A MARYLAND STATUTORY TRUST

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Overview of the Proposed Redomestication

Holders of common shares and preferred shares, voting together as a single class, are being asked to approve the Plan of Redomestication providing for the reorganization of the Fund as a Maryland statutory trust (referred to herein as the "MD Fund"). The Fund is currently organized as a Delaware statutory trust. The Plan of Redomestication provides for the Fund to merge with and into a newly formed, wholly-owned subsidiary of the Fund organized as a Maryland statutory trust, which subsidiary will be the surviving entity in the merger, and whose capital structure, following the merger, will be substantially identical to the Fund's current capital structure. Following the Redomestication, Fund shareholders will own shares of the Maryland statutory trust and the Delaware statutory trust will cease to exist. The Redomestication is only a change to your Fund's jurisdiction of organization, and there will be no change to the Fund's portfolio characteristics, management, fee levels, or U.S. federal income tax status as a result of the Redomestication. A form of the Plan of Redomestication is included as Exhibit A to the Proxy Statement for your reference, and you are encouraged to read the Plan in its entirety.

By voting for this Proposal 2, you will be voting to become a shareholder of a fund organized as a Maryland statutory trust with portfolio characteristics, investment objectives, policies, risks, an advisory agreement, and other arrangements that are substantially identical as those currently in place for your Fund.

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Recommendation of the Board of Trustees

The Board of Trustees has determined that the Plan and the Redomestication is in the best interests of the Fund and unanimously approved the Plan of Redomestication and the related Redomestication. The Board of Trustees unanimously recommends that shareholders vote FOR Proposal 2.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Reasons for the Redomestication

The Board of Trustees believes that Maryland law is generally favorable to organizing and conducting business as a registered closed-end management investment company. Maryland's status as a jurisdiction favorable to closed-end funds is evidenced by the number of closed-end funds that have chosen to operate as Maryland business entities. The Board of Trustees further believes that the comprehensive Maryland statutes governing business organizations, including statutory trusts, and the established body of relevant case law governing business organizations generally in Maryland are conducive to the operations of a closed-end fund and provide the Trustees and management with greater certainty and predictability in managing the Fund's affairs than do the Delaware statutes and case law governing business organizations. The Board of Trustees believes that Maryland case law governing business organizations generally may also afford protections to Fund shareholders by making it more difficult for short-term speculative investors to engage in practices that benefit such short-term investors at the expense of the Fund and to the detriment of its long-term investors. Additionally, the Fund's investment adviser and its direct and indirect parent companies are organized under Maryland law, and the Board of Trustees believes that it will be beneficial for the same state's laws to govern the affairs of both the Fund and its investment adviser.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" U.S. Federal Income Tax Considerations

The following is a general summary of the material U.S. federal income tax considerations of the Redomestication and is based upon the current provisions of the Internal Revenue Code of 1986, as amended (the "Code"), the existing U.S. Treasury Regulations thereunder, current administrative rulings of the Internal Revenue Service ("IRS") and published judicial decisions, all of which are subject to change or differing interpretations (possibly with retroactive effect). The discussion is limited to U.S. persons who hold shares of the Fund as capital assets for U.S. federal income tax purposes (generally, assets held for investment). This summary does not address all of the U.S. federal income tax consequences that may be relevant to a particular shareholder or to shareholders who may be subject to special treatment under U.S. federal income tax laws. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax aspects described below. These considerations are general in nature, and shareholders should consult their own tax advisers regarding the U.S. federal income tax consequences of the Redomestication, as well as the effects of state, local and non-U.S. tax laws, including possible changes in tax law.

The Redomestication is intended to be a tax-free reorganization pursuant to Section 368(a) of the Code. Assuming the Redomestication so qualifies, the principal U.S. federal income tax considerations that are expected to result from the Redomestication are as follows:

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Neither the Fund nor the MD Fund has requested or will request an advance ruling from the IRS as to the U.S. federal tax consequences of the Redomestication. As a condition to the closing of the Redomestication, the Fund and the MD Fund must receive a favorable tax opinion from Skadden, Arps, Slate, Meagher & Flom LLP substantially to the effect that the Redomestication will qualify as a reorganization within the meaning of Section 368(a) of the Code. The opinions of counsel will be based on U.S. federal income tax law in effect on the closing date of the Redomestication. In rendering such opinions, counsel will rely upon, among other things, reasonable assumptions and representations of the Fund and the MD Fund. A tax opinion is not binding on the IRS or a court and does not preclude the IRS from asserting, or a court from sustaining, a contrary position. If the Redomestication is consummated but the IRS or the courts determine that the Redomestication does not qualify as a tax-free reorganization under Section 368(a) of the Code, and thus is taxable, the Fund would recognize a gain or loss on its assets as a result of the Redomestication, and shareholders of the Fund would recognize a gain or loss equal to the difference between its tax basis in the Fund shares and the fair market value of the shares of the MD Fund it receives.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Effect of Redomestication on Shareholders' Investments in the Fund

The Redomestication will have no direct economic effect on Fund shareholders' investments. The current service providers to the Fund will continue to provide the same services to the MD Fund. Further, the investment adviser, administrator, custodian, transfer agents, dividend disbursing agents, auction agent for the preferred shares, and auditor will not change as a result of the Redomestication. The MD Fund will continue to be served by the same individuals as Trustees and officers, and the MD Fund will retain the same independent registered public accounting firm. The portfolio characteristics, investment objectives, policies and risks of the Fund will not change as a result of the Redomestication. The Fund's new governing documents will be substantially similar to its current governing documents, with certain revisions intended to ensure consistency with the rights of shareholders as provided under the laws governing statutory trusts in Maryland or to provide additional clarity and flexibility in the application of the governing documents. In addition, the capital structure of the Fund will not change.

While the Board believes that the Redomestication offers the advantages described above under "Reasons for the Redomestication," the primary disadvantage to shareholders will be the expenses borne by the Fund in connection with the Redomestication. Shareholders should also review Exhibit B, which compares certain aspects of Maryland law and Delaware law, to determine if they believe any of the differences described between Maryland law and Delaware law may be adverse to their interests.

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. This action is separate from the vote to elect Mr. Harrington as a Trustee of the Fund in Proposal 1 since the MD Fund will be a new and separate legal entity prior to the consummation of the Redomestication, which may not occur for a period of time following the Annual Meeting.

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Effect of Redomestication on Shareholders' Rights

The Fund's Amended and Restated Declaration of Trust, Bylaws and the Delaware Statutory Trust Act (the "DE Act") currently govern the rights of the Fund's shareholders. If the Plan of Redomestication is approved by shareholders and consummated, shareholders of the Fund will become shareholders of a newly formed Maryland statutory trust whose rights will be governed by the MD Fund's Declaration of Trust (the "MD Declaration"), the MD Fund's Bylaws (the "MD Bylaws") and the Maryland Statutory Trust Act (the "MD Act"). Except as summarized below, the rights of shareholders will change only to the extent that Delaware and Maryland laws differ with respect to matters of business organizations, corporate governance and shareholders' rights. A more detailed comparison of certain provisions of the DE Act and the MD Act is included in Exhibit B.

The governing documents of the Fund will be substantially similar pre- and post-Redomestication, with certain revisions intended to ensure consistency with the rights of shareholders provided under the MD Act or to provide additional clarity and flexibility in the application of the governing documents. Certain provisions that are currently found in the Fund's Declaration of Trust will be included in the MD Bylaws following the Redomestication and will be substantively the same as what is presently in the Fund's Declaration of Trust. Additionally, unlike the Fund's Declaration of Trust, the MD Declaration will not permit the trustees to remove another trustee without "cause." The MD Bylaws will provide a definition of "cause" for the removal of Trustees similar to what is currently articulated in the Fund's Declaration of Trust; however, the definition in the MD Bylaws contains additional clarity with respect to the manner in which it must be determined that "cause" exists. Further, although the Fund's Trustees are currently subject to fiduciary duties as set forth in the DE Act, the MD Declaration will specifically describe the duties owed by the trustees of the MD Fund under Maryland law. The MD Declaration also clarifies that the MD Fund's officers and trustees will not be liable to the MD Fund or any shareholder for money damages, to the maximum extent permitted by Maryland law in effect from time to time. The Fund does not believe that any of these differences will materially impact the rights of the Fund's shareholders following the Redomestication.

The foregoing is not a complete discussion of the governing documents and applicable state law. It may not contain all of the information that is salient to you and is qualified in its entirety by reference to the applicable governing documents and applicable Delaware law and Maryland law. The Fund's Amended and Restated Declaration of Trust and Bylaws, and the MD Declaration and MD Bylaws, each contain provisions that modify the default provisions of the DE Act and the MD Act summarized in part in the comparison of certain provisions of the DE Act and the MD Act included in Exhibit B. You should carefully read the proposed governing documents of the MD Fund, copies of which are attached to this proxy statement as Exhibit C (MD Declaration) and Exhibit D (MD Bylaws).

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Closing Date of the Redomestication

If approved, the Redomestication is expected to be completed by June 30, 2017, but may be completed as early as April 13, 2017.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Expenses Related to the Redomestication

The Fund will bear all expenses relating to the Redomestication. The Fund will bear these expenses regardless of whether the Redomestication is consummated. If shareholders approve the Redomestication, the Fund anticipates that the Redomestication will be consummated unless, in the Board's judgment, there is a material adverse change in the laws applicable to the Fund in Maryland or Delaware or in the business or financial condition of the Fund, or market, economic or political events make it impractical or inadvisable to consummate the Redomestication in the manner contemplated in the Plan.

ZEQ.=4,SEQ=10,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=98134,FOLIO='8',FILE='DISK132:[17ZAJ1.17ZAJ40901]CC40901A.;11',USER='HYUNG',CD='24-FEB-2017;13:31'

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Consequences of Shareholders Not Approving Proposal 2

If the shareholders of the Fund do not approve Proposal 2, or if the Redomestication for other reasons is not able to be completed, the Fund would not be redomesticated and the Fund would continue its existence as a Delaware statutory trust.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE PLAN OF REDOMESTICATION AND RELATED REDOMESTICATION.

SOLICITATION OF PROXIES

The Fund will bear all expenses incurred in connection with the solicitation of proxies. The Fund has engaged Morrow Sodali LLC ("Morrow Sodali") to assist with the solicitation of proxies for an estimated fee of $20,000 plus reimbursement of expenses. The Fund has agreed to indemnify Morrow Sodali against certain liabilities arising out of the Fund's agreement with Morrow Sodali. The Fund will request banks, brokers and other custodians, nominees and fiduciaries to forward proxy materials to the beneficial owners of the shares of the Fund and obtain their voting instructions. The Fund will reimburse those firms for their expenses.

The Fund's Trustees, officers and other employees, and the directors, officers and other employees of the Advisor may also solicit proxies by personal interview, telephone, facsimile, email or otherwise. They will not be paid any additional compensation for such solicitation.

INFORMATION REGARDING NOMINEES AND TRUSTEES OF THE FUND

Certain information concerning the nominee and Trustees of the Fund is set forth below. Mr. John L. Harrington, nominee for the Fund, is currently a Trustee of the Fund. The Fund is a registered closed end management investment company advised by the Advisor. The "interested persons" of the Fund (as defined by Section 2(a)(19) of the 1940 Act) who are Trustees of the Fund are noted as "Interested Trustees." The business address of the nominees and Trustees of the Fund, and of the Advisor, is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

During 2016, the Board of the Fund held six meetings. No Trustee attended less than 75% of the meetings of the Board or Board committees on which he served. All members of the Board are encouraged, but not required, to attend the Annual Meeting. All of the then members of the Board attended the annual meeting of shareholders held in 2016.

Biographical and other information relating to the nominee standing for election at the Annual Meeting is set forth below. Mr. John L. Harrington is an Independent Trustee and is a member of the Fund's Audit, Compensation and Nominating Committees.

ZEQ.=5,SEQ=11,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=394547,FOLIO='9',FILE='DISK132:[17ZAJ1.17ZAJ40901]CC40901A.;11',USER='HYUNG',CD='24-FEB-2017;13:31' THIS IS THE END OF A COMPOSITION COMPONENT

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Name and Year of Birth	Position held with the Fund, current term and length of time served	Principal occupation(s) or employment in past 5 years and other public company directorships held by nominee for Trustee in past 5 years
Independent Trustee Nominee
John L. Harrington (1936)	Class I Independent Trustee to serve until 2017; since 2003	Trustee of the Yawkey Foundation (a charitable trust) since 1982 (Chairman of the Board from 2002 to 2003 and since 2007) and Executive Director of the Yawkey Foundation from 1982 to 2006; Trustee of the JRY Trust (a
charitable trust) from 1982 to 2009; President of Boston Trust Management Corp. from 1981 to 2006; Chief Executive Officer and General Partner of the Boston Red Sox Baseball Club from 1986 to 2002 and Vice President and Chief Financial Officer prior
to that time; Principal of Bingham McCutchen Sports Consulting LLC from 2007 to 2008; represented the Boston Red Sox majority interest in co-founding The New England Sports Network, or NESN, managing NESN from 1981 to 2002; Director of Fleet
Bank from 1995 to 1999; Director of Shawmut Bank of Boston from 1986 to 1995; member of the Major League Baseball Executive Council from 1998 to 2001; Assistant Secretary of Administration and Finance for the Commonwealth of Massachusetts in 1980;
Treasurer of the American League of Professional Baseball Clubs from 1970 to 1972; Assistant Professor and Director of Admissions, Carroll Graduate School of Management at Boston College from 1967 through 1970; Supervisory Auditor for the U.S.
General Accounting Office from 1961 through 1966; Independent Trustee of RMR Funds Series Trust from shortly after its formation in 2007 until its dissolution in 2009; Independent Trustee of Hospitality Properties Trust since 1995; Independent
Trustee of Senior Housing Properties Trust since 1999; and Independent Trustee of Government Properties Income Trust since 2009.	1

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Biographical and other information relating to the Trustees who are not standing for election or reelection at the Annual Meeting is set forth below. Mr. Adam D. Portnoy and Mr. Barry M. Portnoy are Interested Trustees as a result of their indirect ownership of, and current positions with, the Advisor's parent company, The RMR Group LLC ("RMR LLC"), and their ownership of, and current positions with, The RMR Group Inc., the Advisor and the Fund. Messrs. Morea and Somers are Independent Trustees and are members of the Fund's Audit, Compensation and Nominating Committees.

ZEQ.=1,SEQ=12,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=21252,FOLIO='10',FILE='DISK132:[17ZAJ1.17ZAJ40901]CE40901A.;13',USER='HYUNG',CD='24-FEB-2017;11:58'

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Name and Year of Birth	Position held with the Fund, current term and length of time served	Principal occupation(s) or employment in past 5 years and other public company directorships held by Trustee in past 5 years
Interested Trustees
Adam D. Portnoy (1970)	Class II Managing Trustee to serve until 2018; Portfolio Manager of the Fund; since 2007 (Class II Trustee since 2009)	Director and President of the Advisor since 2007 and Chief Executive Officer of the Advisor since 2015; Managing Director, President and Chief Executive Officer of The RMR Group Inc. since 2015; Director of
RMR LLC from 2006 to 2015; President and Chief Executive Officer of RMR LLC since 2005; President and Chief Executive Officer of the Fund from 2007 to 2015; Director, President and Chief Executive Officer of Tremont Realty Advisors LLC
since 2016; owner, Trustee, and officer of ABP Trust, the controlling shareholder of RMR Inc.; Managing Trustee of Hospitality Properties Trust since 2007; Managing Trustee of Senior Housing Properties Trust since 2007; Managing Trustee of
Government Properties Income Trust since 2009 (President from 2009 to 2011); Managing Trustee of Select Income REIT since 2011; Managing Trustee of Equity Commonwealth (formerly CommonWealth REIT) from 2006 to 2014 (President from 2011 to 2014);
owner and Director of Sonesta International Hotels Corporation since 2012; currently serves as the Honorary Consul General of the Republic of Bulgaria in Massachusetts; previously served on the Board of Governors for the National Association of Real
Estate Investment Trusts and the Board of Trustees of Occidental College; and prior to joining RMR LLC in 2003, was investment banker at Donaldson, Lufkin & Jenrette, worked in private equity at DLJ Merchant Banking Partners and at the
International Finance Corporation, and previously founded and served as CEO of a privately financed Internet telecommunication company.	1

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ZEQ.=2,SEQ=13,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=829885,FOLIO='11',FILE='DISK132:[17ZAJ1.17ZAJ40901]CE40901A.;13',USER='HYUNG',CD='24-FEB-2017;11:58'

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Name and Year of Birth	Position held with the Fund, current term and length of time served	Principal occupation(s) or employment in past 5 years and other public company directorships held by Trustee in past 5 years
Barry M. Portnoy (1945)	Class III Managing Trustee to serve until 2019; Portfolio Manager of the Fund; since 2003	Director and Vice President of the Advisor since 2002 and Chairman of the Advisor since 2015; Managing Director of The RMR Group Inc. since 2015; Chairman of RMR LLC since 1998 and Director of RMR LLC
from 1986 until 2015; Chairman of Tremont Realty Advisors LLC since 2016; owner and Trustee of ABP Trust; Managing Trustee of Hospitality Properties Trust since 1995; Managing Trustee of Senior Housing Properties Trust since 1999; Managing
Director of Five Star Quality Care, Inc. since 2001; Managing Director of TravelCenters of America LLC since 2006; Managing Trustee of Government Properties Income Trust since 2009; Managing Trustee of Select Income REIT since 2011;
Managing Trustee of Equity Commonwealth (formerly CommonWealth REIT) from 1986 to 2014; owner and Director of Sonesta International Hotels Corporation since 2012; and prior to becoming a full time employee of RMR LLC in 1997, was partner and
chairman of Sullivan & Worcester LLP.	1
Independent Trustees
Joseph L. Morea (1955)	Class III Independent Trustee to serve until 2019; since 2016	Independent Director of TravelCenters of America LLC since 2015; Independent Trustee of THL Credit Senior Loan Fund since 2013; Independent Trustee of Eagle Growth and Income Opportunities Fund since 2015;
Independent Director of Garrison Capital Inc. (a business development company) since 2015; Independent Trustee of Equity Commonwealth from 2012 to 2014; and Vice Chairman and Managing Director, serving as head of U.S. Equity Capital Markets, at
RBC Capital Markets from 2003 to 2012; head of U.S. Investment Banking for RBC Capital Markets from 2008 to 2009; previously employed as an investment banker, including as a Managing Director and the co-head of U.S. Equity Capital Markets at UBS,
Inc., the Chief Operating Officer of the Investment Banking Division and head of U.S. Equity Capital Markets at PaineWebber, Inc., and a Managing Director of Equity Capital Markets at Smith Barney, Inc.	1

end of user-specified TAGGED TABLE

ZEQ.=3,SEQ=14,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=208828,FOLIO='12',FILE='DISK132:[17ZAJ1.17ZAJ40901]CE40901A.;13',USER='HYUNG',CD='24-FEB-2017;11:58'

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Name and Year of Birth	Position held with the Fund, current term and length of time served	Principal occupation(s) or employment in past 5 years and other public company directorships held by Trustee in past 5 years
Jeffrey P. Somers (1943)	Class II Independent Trustee to serve until 2018; since 2009	Of Counsel, Morse, Barnes-Brown & Pendleton, PC (law firm) since 2010 (Equity Member from 1995 to 2009 and Managing Member for six of those years); Director of Cantella Management Corp. (holding company for
Cantella & Co., Inc., an SEC registered broker dealer) from 2002 until January 2014, when the company was acquired by a third party; Independent Trustee of Senior Housing Properties Trust since 2009; Independent Trustee of
Government Properties Income Trust since 2009; Independent Trustee of Select Income REIT since 2012; Trustee of Pictet Funds from 1995 to 2001; previously a Trustee of Glover Hospital.	1

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Includes length of time served in positions with the Fund's predecessor funds. Adam D. Portnoy is the son of Barry M. Portnoy. Mr. Morea became an Independent Trustee of the Fund on June 30, 2016.

The Board believes that, collectively, the Trustees have balanced and diverse experiences, skills, attributes and qualifications, which allow the Board to operate effectively in governing the Fund and protecting the interests of shareholders. Among the attributes common to all Trustees is their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the Advisor, other service providers, counsel and independent auditors, and to exercise effective business judgment in the performance of their duties as Trustees. Each Trustee's ability to perform his duties effectively is evidenced by his educational background or professional training; business, consulting, or public or charitable service; experience from service as a Trustee of the Fund and its predecessor funds, other investment funds, public companies, real estate investment trusts or not-for-profit entities or other organizations; ongoing commitment and participation in Board and committee meetings; or other relevant life experiences.

ZEQ.=4,SEQ=15,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=729592,FOLIO='13',FILE='DISK132:[17ZAJ1.17ZAJ40901]CE40901A.;13',USER='HYUNG',CD='24-FEB-2017;11:58'

The table below discusses some of the experiences, qualifications and skills of each of the Trustees that support the conclusion that they should serve (or continue to serve) on the Board.

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Trustee	Experience, Qualifications and Skills
Interested Trustees:
Barry M. Portnoy	The Board concluded that Mr. Portnoy should serve as one of the Fund's Managing Trustees based upon, among other things, his many years of leadership experience in real estate, administration and financial
services operations and the law and his experience in and knowledge of the commercial real estate industry and real estate investment trusts. Mr. Portnoy's extensive public company director service, his professional skills and expertise in,
among other things, legal and regulatory matters and his experience as chairman of a national law firm have provided him with legal expertise and executive skills valuable to the Board in dealing with and resolving complex and difficult issues.
Mr. Portnoy's experience as Managing Director of The RMR Group Inc., Chairman (and formerly a Director) of RMR LLC, Managing Trustee of various real estate investment trusts and Managing Director of publicly traded real estate based
operating companies provides the Board with insight into the operational, financial and investment practices of real estate investment vehicles generally. The Board also benefits from Mr. Portnoy's experience as Director of the Advisor.
Mr. Portnoy's long-standing service on the Board also provides him with a specific understanding of the Fund, its operations, and the business and regulatory issues facing the Fund.
Adam D. Portnoy	The Board concluded that Mr. Portnoy should serve as one of the Fund's Managing Trustees based upon, among other things, his extensive experience in and knowledge of the commercial real estate industry and real
estate investment trusts, his leadership positions with The RMR Group Inc., RMR LLC and the Advisor, his public company director service, his demonstrated management ability, his experience in investment banking and private equity, his
government organization service, and his institutional knowledge earned through service on the Board, his prior service as President and Chief Executive Officer of the Fund and its predecessors, and his key leadership positions with the Advisor. The
Board benefits from Mr. Portnoy's experience as Managing Director, President and Chief Executive Officer of The RMR Group Inc., President and Chief Executive Officer (and formerly a Director) of RMR LLC, and Director, President and
Chief Executive Officer of the Advisor and his prior experience as President and Chief Executive Officer of the Fund and its predecessors in light of his business leadership and experience. Mr. Portnoy's experiences as the Managing Trustee of
various real estate investment trusts provide the Board with practical business knowledge of real estate investment trusts. Mr. Portnoy's long-standing service on the Board and his prior service as President and Chief Executive Officer of the
Fund also provides him with a specific understanding of the Fund, its operations, and the business and regulatory issues facing the Fund.

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ZEQ.=5,SEQ=16,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=546024,FOLIO='14',FILE='DISK132:[17ZAJ1.17ZAJ40901]CE40901A.;13',USER='HYUNG',CD='24-FEB-2017;11:58'

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Trustee	Experience, Qualifications and Skills
Independent Trustee Nominee:
John L. Harrington	The Board concluded that Mr. Harrington should serve as one of the Fund's Independent Trustees based upon, among other things, his many years of experience as a president, chief executive officer and
director/trustee of various public and private companies and charitable trusts. Mr. Harrington's experience as president of Boston Trust Management Corp., an investment management company, as a former director of Fleet Bank, N.A. and as trustee
of a various real estate investment trusts provides the Board with the benefit of his experience with the management practices of financial companies generally and particular expertise with respect to real estate investment trusts. Through his many
executive and finance related positions, including but not limited to responsibilities he undertook during his long tenure in management of professional baseball, Mr. Harrington developed professional skills and expertise in management,
accounting, finance and risk management. Mr. Harrington is also licensed as a Certified Public Accountant and was a former assistant professor of accounting at Boston College. Mr. Harrington's long-standing service on the Board also
provides him with a specific understanding of the Fund, its operations, and the business and regulatory issues facing the Fund. Mr. Harrington's independence from the Fund and the Advisor also qualifies him for service as a member of the Audit,
Compensation and Nominating Committees.
Independent Trustees:
Joseph L. Morea	The Board concluded that Mr. Morea should serve as one of the Fund's Independent Trustees based on, among other things, his experience as a public company director and board committee member. Mr. Morea's
experience as the former managing director and vice chairman, serving as head of U.S. Equity Capital Markets, at RBC Capital Markets, a global investment company, as a former head of the U.S. Investment for RBC Capital Markets, as an independent
director of Garrison Capital Inc., a business development company, and as a director/trustee of various investment funds provides the Board with the benefit of his experience in and knowledge of the investment banking and investment management
industries and public capital markets. Mr. Morea's leadership roles as a managing director and vice chairman of a global investment management company has provided him with leadership, management and executive experiences valuable to the Board
in fulfilling its oversight responsibilities. Mr. Morea was also an investment banker and licensed as a Certified Public Accountant. Mr. Morea's independence from the Fund and the Adviser also qualifies him for service as a member of the
Audit, Compensation and Nominating Committee.

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ZEQ.=6,SEQ=17,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=754230,FOLIO='15',FILE='DISK132:[17ZAJ1.17ZAJ40901]CE40901A.;13',USER='HYUNG',CD='24-FEB-2017;11:58'

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Trustee	Experience, Qualifications and Skills
Jeffrey P. Somers	The Board concluded that Mr. Somers should serve as one of the Fund's Independent Trustees because, among other things, he brings to the Board broad and diverse knowledge of the legal and compliance matters
pertaining to investment companies as a result of his prior experience serving on the boards of registered investment companies, his work as an SEC staff attorney and more than 30 years of business law experience, including in general corporate
governance and securities matters and securities laws compliance for investment advisers and broker-dealers. Mr. Somers's experience as a trustee of three real estate investment trusts allows him to provide the Board with added insight into the
management practices of real estate focused investment vehicles and expertise with respect to real estate investment trusts. Mr. Somers's leadership roles as a managing member of two law firms has provided him with management and executive
experience valuable to the Board in fulfilling its oversight responsibilities. Mr. Somers's past service on the Board also provides him with a specific understanding of the Fund, its operations, and the business and regulatory issues facing the
Fund. Mr. Somers's independence from the Fund and the Advisor also qualifies him for service as a member of the Audit, Compensation and Nominating Committees.

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COMPENSATION OF TRUSTEES

Interested Trustees of the Fund receive no compensation for services as a Trustee from the Fund. The following table sets forth the compensation of the Independent Trustees from the Fund for service to the Fund for the fiscal year ended December 31, 2016. As of December 31, 2016, the Fund is the only fund in the fund complex.

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Name	Aggregate Compensation from Fund
John L. Harrington*	$ 14,000
Joseph L. Morea**	$ 8,438
Jeffrey P. Somers	$ 13,500

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Mr. John L. Harrington is a Trustee of the Fund and a nominee for election as Trustee of the Fund. ** Mr. Joseph L. Morea became an Independent Trustee of the Fund on June 30, 2016.

Until changed by a vote of the Compensation Committee of the Board, the compensation payable to each Independent Trustee is as follows.

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Timing and Description	Amount
At the first meeting of
the Board following the Annual Meeting of shareholders, an annual
retainer.	$ 7,500
At the first meeting of
the Board following the Annual Meeting of shareholders, an annual retainer paid to the Audit Committee
Chair.	$ 1,000
For each meeting of the
Board or a Board committee which is attended, an attendance fee, per meeting, up to a maximum of $1,000 per meeting
day.	$ 500

end of user-specified TAGGED TABLE

ZEQ.=7,SEQ=18,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=296458,FOLIO='16',FILE='DISK132:[17ZAJ1.17ZAJ40901]CE40901A.;13',USER='HYUNG',CD='24-FEB-2017;11:58' THIS IS THE END OF A COMPOSITION COMPONENT

TOC_END

The annual retainer fee for any new Independent Trustee is prorated for the initial year. In addition to the compensation paid to Independent Trustees, the Fund reimburses all Trustees for expenses incurred in connection with their duties as Trustees, including for approved attendance at continuing education programs.

COMMUNICATIONS WITH TRUSTEES

Any shareholder of the Fund or other interested party of the Fund who desires to communicate with the Fund's Trustees, individually or as a group, may do so by visiting the Fund's website at www.rmrfunds.com , by calling the Fund's toll free confidential message system at (866) 511-5038, or by writing to the party for whom the communication is intended, in care of the Secretary, RMR Funds, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458. Communications will be delivered to the appropriate persons.

BOARD LEADERSHIP STRUCTURE AND COMMITTEES

The Fund's Board is comprised of both Independent Trustees and Managing Trustees (as defined below), with a majority being Independent Trustees. The Independent Trustees are not involved in the day to day activities of the Fund, are not employees of the Advisor and are persons who qualify as independent under applicable Federal securities regulations, NYSE MKT rules and the Fund's Declaration of Trust and Bylaws. The "Managing Trustees" have been employees, officers or directors of the Advisor or involved in the day to day activities of the Fund for at least one year. The Fund's Board is composed of three Independent Trustees and two Managing Trustees. The Fund's President and the Fund's Treasurer are not members of the Board, but each regularly attends Board meetings, as does the Fund's Chief Compliance Officer and Director of Internal Audit at the invitation of the Board. Other officers of the Advisor also sometimes attend Board meetings at the invitation of the Board.

The Audit, Compensation and Nominating Committees are comprised solely of Independent Trustees and an Independent Trustee serves as Chair of each such committee. These three standing committees have responsibilities related to leadership and governance, including among other things: (i) the Fund's Audit Committee reviews financial reports, oversees accounting and financial reporting processes, selects independent accountants, determines the compensation paid to independent accountants and assists the Fund's Board with its oversight of the internal audit function and compliance with legal and regulatory requirements; (ii) the Fund's Compensation Committee annually evaluates the performance of the Fund's Chief Compliance Officer and Director of Internal Audit and approves the compensation the Fund pays to him and recommends to the Board compensation to be paid to the Fund's Independent Trustees; and (iii) the Fund's Nominating Committee considers nominees to serve on the Fund's Board and selects, or recommends that the Board select, nominees for election to the Board. The Chairs of the Audit, Compensation and Nominating Committees set the agenda for their respective committee meetings, but committee members, the Managing Trustees or members of the management may suggest agenda items to be considered by these committees.

The Fund does not have a Chairman of the Board or a lead Independent Trustee. The President, any Managing Trustee or any two Trustees then in office may call a special meeting of the Trustees. The Managing Trustees, in consultation with the President, Treasurer and the Chief Compliance Officer and Director of Internal Audit, set the agenda for the Board meetings, and any Independent Trustee may place an item on an agenda by providing notice to a Managing Trustee, the President, the Treasurer or the Chief Compliance Officer and Director of Internal Audit. Discussions at Board meetings are led by the President, Managing Trustee or Independent Trustee who is most knowledgeable on a subject. The Fund's Board is small, which facilitates informal discussions and communication from management to the Board and among Trustees. The Independent Trustees meet to consider the business of the Fund without the attendance of the Fund's Managing Trustees or

ZEQ.=1,SEQ=19,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=786115,FOLIO='17',FILE='DISK132:[17ZAJ1.17ZAJ40901]CG40901A.;33',USER='HYUNG',CD='24-FEB-2017;13:48'

officers, and they meet separately with the Fund's officers, with its Chief Compliance Officer and Director of Internal Audit and with the Fund's independent accountants. In such meetings of the Independent Trustees, the Chair of the Audit Committee presides unless the Independent Trustees determine otherwise.

The Board of the Fund seeks to combine appropriate leadership with the ability to conduct business efficiently and with appropriate care and attention given the specific characteristics and circumstances of the Fund. In particular, the Board of the Fund is smallcomprised of only five membersand the Board believes that this structure facilitates informal discussions and communication from management to the Board and among Trustees. Additionally, the Fund is relatively focused in its investment approach and business, and relatively small in terms of assets under management, and the Board believes that this structure allows it to provide oversight of and be involved in the critical aspects of the Fund's management on an ongoing and cost efficient basis.

The Fund's Board oversees risk as part of its general oversight of the Fund, and oversight of risk is addressed as part of various Board and Board committee activities and through regular and special Board and Board committee meetings. The actual day to day business of the Fund is conducted by the Advisor, and the Advisor implements risk management in its activities. In discharging their oversight responsibilities, the Fund's Board and Board committees regularly review a wide range of reports provided to them by the Advisor and other service providers, including reports on market and industry conditions, operating and compliance reports, financial reports, reports on risk management activities, liquidity analyses, valuation, and regulatory and legislative updates that may impact the Fund, legal proceedings updates and reports on other business related matters, and the Trustees discuss such matters among themselves and with representatives of the Advisor, counsel and the Fund's independent accountants. The Fund's Audit Committee performs a lead role in helping the Board fulfill its responsibilities for oversight of the financial reporting, internal audit function, risk management and the compliance with legal and regulatory requirements. The Fund's Board and Audit Committee review periodic reports from an independent registered public accounting firm regarding potential risks, including risks related to the Fund's internal controls. The Fund's Audit Committee also annually reviews, approves and oversees an internal audit plan developed by the Fund's Chief Compliance Officer and Director of Internal Audit with the goal of helping the Fund systematically evaluate the effectiveness of its risk management, control and governance processes, and periodically meets with the Chief Compliance Officer and Director of Internal Audit to review the results of its internal audits, and directs or recommends to the Board actions or changes it determines appropriate to enhance or improve the effectiveness of its risk management. The Fund's Compensation Committee also evaluates the performance of the Chief Compliance Officer and Director of Internal Audit.

While a number of risk management functions are performed, it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate all risks and their possible effects, and processes and controls employed to address risks may be limited in their effectiveness. Moreover, it is necessary for the Fund to bear certain risks to achieve its objectives. As a result of the foregoing and other factors, the Fund's ability to manage risk is subject to substantial limitations.

As discussed above, the Fund has an Audit Committee, a Compensation Committee and a Nominating Committee. The Board has adopted charters for each of these committees. Copies of the respective charters of the Audit Committee, Compensation Committee and Nominating Committee are available on the Fund's website at www.rmrfunds.com . Each of these Board committees is composed of Messrs. Harrington, Morea and Somers, the Independent Trustees, who are independent under applicable NYSE MKT listing standards.

The primary function of the Audit Committee is to assist the Board's oversight of matters relating to: the integrity of financial statements; legal and regulatory compliance; the qualifications,

ZEQ.=2,SEQ=20,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=114072,FOLIO='18',FILE='DISK132:[17ZAJ1.17ZAJ40901]CG40901A.;33',USER='HYUNG',CD='24-FEB-2017;13:48'

independence, performance and fees of independent accountants; accounting, financial reporting and internal control processes; and the appointment and duties of the Director of Internal Audit. Messrs. Harrington and Somers each serve simultaneously on the audit committees of more than three public companies; however, the Board has determined that such simultaneous service does not impair the ability of Messrs. Harrington and Somers to effectively serve on the Fund's Audit Committee. The Audit Committee is responsible for the selection of independent accountants. The Board has determined that Mr. Morea is "independent" as defined by applicable laws and regulations governing registered investment companies and the rules of the NYSE MKT and, based upon his education and experience, possesses the requisite qualifications for designation, and has so designated him, as the Fund's audit committee financial expert. During 2016, the Audit Committee of the Fund held four meetings.

The primary function of the Compensation Committee is to determine and review the fees paid by the Fund to Independent Trustees and to assess the performance of, and to recommend to the Fund's Board the compensation payable to, the Chief Compliance Officer and Director of Internal Audit of the Fund. During 2016, the Compensation Committee of the Fund held two meetings.

The primary function of the Fund's Nominating Committee is to (i) identify individuals qualified to become Independent Trustees and to select Independent Trustee nominees for each annual meeting of the Fund's shareholders or when vacancies occur and (ii) consider recommendations by the Fund's shareholders of nominees for election to the Board. The Fund's Nominating Committee may also generally consider the qualifications of Managing Trustee nominees for each annual meeting of the Fund's shareholders and recommend to the Board whether the Board should nominate such persons for election by the Fund's shareholders. During 2016, the Nominating Committee of the Fund held two meetings.

SHAREHOLDER NOMINATIONS AND PROPOSALS

The Fund's Declaration of Trust and Bylaws require compliance with certain procedures for a Fund shareholder to properly make a nomination for election to the Board or to propose other business for the Fund. In order for a shareholder to properly propose a nominee for election to the Board or propose business outside of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the shareholder must comply, in all respects, with the advance notice and other provisions set forth in the Fund's Bylaws, which currently include, among other things, requirements as to the shareholder's timely delivery of advance notice, ownership of at least a specified minimum amount of the Fund's common or preferred shares, as applicable, for a specified minimum period of time, record ownership and submission of specified information. If a shareholder who is eligible to do so under the Fund's Bylaws wishes to nominate a person or persons for election to the Board or propose other business for the Fund, that shareholder must provide a written notice to the Fund's Secretary at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458. The notice must set forth detailed specified information about any proposed nominee, the shareholder making the nomination and affiliates and associates of that shareholder. As to any other business that the shareholder proposes to bring before the meeting, the Fund's Bylaws provide that the notice must set forth a description of such business, the reasons for proposing such business at the meeting and any material interest in such business of the shareholder, a description of all agreements, arrangements and understandings involving the shareholder in connection with the proposal of such business and a representation that the shareholder intends to appear in person or by proxy at the meeting to bring the business before the meeting.

To be timely, the notice must be delivered to the Fund's Secretary at the principle executive offices of the Fund not later than 5:00 p.m. (Eastern time) on the 120 th day nor earlier than the 150 th day prior to the first anniversary of the date of the proxy statement for the preceding year's annual meeting. If the annual meeting is called for a date that is more than 30 days earlier or later than the

ZEQ.=3,SEQ=21,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=671586,FOLIO='19',FILE='DISK132:[17ZAJ1.17ZAJ40901]CG40901A.;33',USER='HYUNG',CD='24-FEB-2017;13:48'

first anniversary of the date for the preceding year's annual meeting, notice by the shareholder, to be timely, must be so delivered not later than 5:00 p.m. (Eastern time) on the 10 th day following the earlier of the day on which (i) notice of the date of the annual meeting is mailed or otherwise made available or (ii) public announcement of the date of such meeting is first made by the Fund. Neither the postponement or adjournment of an annual meeting, nor the public announcement of such postponement or adjournment, commences a new time period for the giving of a shareholder's notice as described above. Except as otherwise set forth in the Fund's Bylaws, no shareholder may give a notice to nominate or propose other business, and no such notice shall be effective, unless such shareholder holds a certificate for all shares owned by such shareholder during all times described above and in the Fund's Bylaws, and a copy of each such certificate held by such shareholder at the time of giving such notice accompanies such shareholder's notice.

The foregoing description of the procedures for a Fund shareholder properly to make a nomination for election to the Board or to propose other business for the Fund outside of Rule 14a-8 under the Exchange Act is only a summary and is not complete. Copies of the Fund's Declaration of Trust and Bylaws, including the provisions which concern the requirements for shareholder nominations and proposals, and the provisions which concern the eligibility of a shareholder to make a nomination or proposal of other business, are available on the EDGAR Database on the SEC's website at www.sec.gov . The Fund will also furnish, without charge, a copy of its Declaration of trust and Bylaws to a shareholder upon request, which may be requested by writing to the Fund's Secretary at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458. Any shareholder of the Fund considering making a nomination or other proposal should carefully review and comply with these provisions of the Fund's bylaws.

Shareholder proposals intended to be presented pursuant to Rule 14a-8 under the Exchange Act at the Fund's 2018 annual meeting of shareholders must be received at the Fund's principal executive offices on or before October 27, 2017 in order to be considered for inclusion in the Fund's proxy statement for its 2018 annual meeting of shareholders, provided that if the Fund holds its 2018 annual meeting on a date that is more than 30 days before or after April 13, 2018, shareholders must submit proposals for inclusion in the Fund's 2018 proxy statement within a reasonable time before the Fund begins to print and send proxy materials. Under Rule 14a-8, the Fund is not required to include shareholder proposals in the proxy materials unless conditions specified in the rule are met. The Fund's Bylaws require that shareholder nominations and proposals made outside of Rule 14a-8 under the Exchange Act must be submitted, in accordance with the requirements of the Fund's Bylaws, not later than 5:00 p.m. (Eastern time) on October 27, 2017 (which is also the date, after which, shareholder nominations and proposals made outside of Rule 14a-8 under the Exchange Act would be considered "untimely" within the meaning of Rule 14a-4(c) under the Exchange Act) and not earlier than September 27, 2017; provided, that, if the Fund's 2018 annual meeting is called for a date that is more than 30 days earlier or later than April 13, 2018, then a shareholder's notice must be so delivered not later than 5:00 p.m. Eastern time on the 10th day following the earlier of the day on which (1) notice of the date of the Fund's 2018 annual meeting is mailed or otherwise made available or (2) public announcement of the date of the Fund's 2018 annual meeting is first made by the Fund.

SELECTION OF CANDIDATES FOR TRUSTEES

The Nominating Committee of the Fund selects, or recommends that the Board select, Trustees to be elected by the Fund's shareholders. The Nominating Committee of the Fund also selects, or recommends that the Board select, Trustees to fill vacancies which may occur from time to time.

In considering candidates to serve as Trustees, the Nominating Committee seeks individuals who have qualities which the committee believes may be effective in serving the Fund's long term best interests. Among the characteristics which the Nominating Committee considers are the following: the quality of the candidate's past services to the Fund, if any; the business and personal experience of the

ZEQ.=4,SEQ=22,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=82379,FOLIO='20',FILE='DISK132:[17ZAJ1.17ZAJ40901]CG40901A.;33',USER='HYUNG',CD='24-FEB-2017;13:48'

candidate and their relevance to the Fund's business; the reputation of the candidate for integrity; the reputation of the candidate for intelligence, sound judgment and the ability to understand complex financial issues and to make meaningful inquiries; the willingness and ability of the candidate to devote sufficient time to Board business; the familiarity of the candidate with the responsibilities of service on the Board of a publicly owned company; whether the candidate would be an Independent Trustee if elected as a Trustee; and other matters that the Nominating Committee deems appropriate. In seeking candidates for Trustee who have not previously served as a Trustee of the Fund, among other possible sources, the Nominating Committee may use the business, professional and personal contacts of its members, it may accept recommendations from other Trustees, and, if it considers it appropriate, it may engage a professional search firm. In 2016, the Fund did not pay any third party to identify or to assist in the evaluation of any candidate for election to the Board.

Another purpose of the Fund's Nominating Committee is to consider candidates for election as Trustees who are recommended by shareholders. To be considered by the Fund's Nominating Committee, a shareholder recommendation for a nominee must be made by such shareholder's written notice to the Chair of the Nominating Committee and the Secretary of the Fund, which notice should contain or be accompanied by the information and documents with respect to the recommended nominee and recommending shareholder that the recommending shareholder believes to be relevant or helpful to the Nominating Committee's deliberations. The Fund's Nominating Committee may request additional information about the shareholder recommended nominee or about the shareholder recommending the nominee. Any nominee recommended by a shareholder will be considered by the Nominating Committee in its discretion using the same criteria as other candidates considered by it.

The preceding paragraph applies only to shareholder recommendations for nominees to the Fund's Nominating Committee. A shareholder nomination must be made in accordance with the provisions of the Fund's Bylaws, including the procedures discussed above, and applicable state and federal laws.

OFFICERS OF THE FUND

The table below lists the officers of the Fund, their year of birth, their term in office and their principal occupations during the last five years. The President, the Treasurer and the Secretary of the Fund are elected annually by the Board. The Director of Internal Audit is appointed by the Audit Committee at any time. Other officers of the Fund may be elected or appointed by the Board at any time. Unless otherwise indicated, the principal business address of each officer of the Fund is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458. No officer is compensated by the Fund with the exception of the Fund's Chief Compliance Officer and Director of Internal Audit, and the Fund does not compensate that officer in excess of $60,000 per year. As of December 31, 2016, the Fund is the only fund in the fund complex.

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Name and Year of Birth	Position held with the Fund and length of time served	Other principal occupations in the past 5 years	Number of portfolios in fund complex for which position is held
Fernando Diaz (1968)	President (serves at the discretion of the Board); Senior Portfolio Manager of the Fund; since 2015	Vice President and Portfolio Manager of the Fund from 2007 to 2015; Vice President of the Advisor since 2007; Senior REIT Analyst and Assistant Portfolio Manager, State Street Global Advisors/The Tuckerman Group from 2001
to 2006; and Senior REIT Analyst and Assistant Portfolio Manager, GID Securities, LLC from 2006 to 2007.	1

end of user-specified TAGGED TABLE

ZEQ.=5,SEQ=23,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=447292,FOLIO='21',FILE='DISK132:[17ZAJ1.17ZAJ40901]CG40901A.;33',USER='HYUNG',CD='24-FEB-2017;13:48'

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Name and Year of Birth	Position held with the Fund and length of time served	Other principal occupations in the past 5 years
Mark L. Kleifges (1960)	Treasurer and Chief Financial Officer (serves at the discretion of the Board); since 2003	Treasurer and Chief Financial Officer of the Advisor since 2004; Executive Vice President of RMR LLC since 2008; Treasurer and Chief Financial Officer of Hospitality Properties Trust since 2002; and Treasurer and
Chief Financial Officer of Government Properties Income Trust since 2011.	1
Jennifer B. Clark (1961)	Secretary and Chief Legal Officer (serves at the discretion of the Board); since 2002	Director of the Advisor since 2015 and Secretary or Clerk and Vice President of the Advisor since 2002; Executive Vice President, General Counsel and Secretary of Tremont Realty Advisors LLC since 2016; Executive
Vice President, General Counsel and Secretary of The RMR Group Inc. since 2015; Secretary of RMR LLC since 2015; and Executive Vice President and General Counsel of RMR LLC since 2008.	1
Vern D. Larkin (1970)	Chief Compliance Officer (serves at the discretion of the Board) and Director of Internal Audit (serves at the discretion of the Audit Committee); since 2012	Chief Compliance Officer of the Advisor since 2012; Chief Compliance Officer and Director of Internal Audit of Tremont Realty Advisors LLC since 2016; Director of Internal Audit of The RMR Group Inc. since
2015; Director of Internal Audit of Hospitality Properties Trust, Senior Housing Properties Trust, Government Properties Income Trust, Select Income REIT, Five Star Quality Care, Inc. and TravelCenters of America LLC since 2012; Vice
President, General Counsel and Secretary of Five Star Quality Care, Inc. from 2011 to 2012; Senior Vice President of RMR LLC from 2011 to 2012; attorney at Skadden, Arps, Slate, Meagher & Flom LLP from 1998 to 2011; and
Director of Internal Audit of Equity Commonwealth (formerly CommonWealth REIT) from 2012 to 2014.	1

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Includes the length of time served in positions with the Fund's predecessor funds.

ZEQ.=6,SEQ=24,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=337682,FOLIO='22',FILE='DISK132:[17ZAJ1.17ZAJ40901]CG40901A.;33',USER='HYUNG',CD='24-FEB-2017;13:48'

TRUSTEE BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth, for each Trustee, the aggregate dollar range of the Fund's equity securities beneficially owned as of December 31, 2016 unless otherwise noted. The Fund is not part of a "family of investment companies" as that term is defined in the 1940 Act. The information as to beneficial ownership is based on statements furnished to the Fund by such Trustees.

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Name	Dollar range of equity securities in the Fund
Interested Trustees
Barry M. Portnoy	over $100,000**
Adam D. Portnoy	over $100,000**
Independent Trustees
John L. Harrington*	over $100,000
Joseph L. Morea	None
Jeffrey P. Somers	$10,001 - $50,000

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Mr. John L. Harrington is a Trustee of the Fund and a nominee for election as Trustee of the Fund. ** Includes certain equity securities of the Fund directly owned by ABP Trust that may be deemed to be beneficially owned by Messrs. Barry and Adam Portnoy as a result of their ownership of ABP Trust. Messrs. Barry and Adam Portnoy disclaim beneficial ownership of equity securities of the Fund directly owned by ABP Trust except to the extent they may have a pecuniary interest therein.

The Advisor is a wholly owned subsidiary of RMR LLC, an alternative asset management company which provides management services to publicly traded REITs and real estate operating companies. RMR LLC is a majority owned subsidiary of The RMR Group Inc., a public holding company that conducts substantially all of its business through RMR LLC. Messrs. Barry and Adam Portnoy control The RMR Group Inc. through their ownership of ABP Trust, which is the controlling shareholder of The RMR Group Inc. The following table sets forth for each Independent Trustee of the Fund information regarding securities beneficially owned by them of those companies that RMR LLC provides management services to.

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Name	Company	Title of Class	Value of Securities	Percent of Class
John L. Harrington	Hospitality Properties Trust	Common	$ 912,842	*
John L. Harrington	Senior Housing Properties Trust	Common	$ 511,110	*
John L. Harrington	Government Properties Income Trust	Common	$ 309,806	*
Joseph L. Morea	TravelCenters of America LLC	Common	$ 191,700	*
Jeffrey P. Somers	Senior Housing Properties Trust	Common	$ 396,135	*
Jeffrey P. Somers	Government Properties Income Trust	Common	$ 309,806	*
Jeffrey P. Somers	Select Income REIT	Common	$ 289,800	*

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As of December 31, 2016. * Less than 1%.

ZEQ.=7,SEQ=25,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=254797,FOLIO='23',FILE='DISK132:[17ZAJ1.17ZAJ40901]CG40901A.;33',USER='HYUNG',CD='24-FEB-2017;13:48'

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Unless otherwise indicated, the information set forth below is as of December 31, 2016. To the Fund's knowledge, no person beneficially owned more than 5% of the Fund's outstanding common or preferred shares, except as set forth below. To the Fund's knowledge, none of its officers or Trustees owned 1% or more of the outstanding common shares of the Fund, except as set forth below. To the Fund's knowledge, none of its officers or Trustees owned any of its preferred shares. Collectively, to the Fund's knowledge, the officers and Trustees of the Fund beneficially own, as a group, in the aggregate, 703,838 common shares (not including any fractional shares which may be beneficially owned by an officer or Trustee) of the Fund, representing approximately 9.20% of the Fund's outstanding common shares. Unless otherwise indicated below, to the Fund's knowledge, each owner named below has sole voting and dispositive power for all shares shown to be beneficially owned by that person. Share amounts listed below do not include fractional share amounts.

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Title of Share Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		See Note
Common Shares	Barry M. Portnoy	579,696	7.58%	(1)(2)(3)
Common Shares	Mariner Investment Group, LLC	445,872	5.83%	(4)
Common Shares	Adam D. Portnoy	145,647	1.90%	(1)(3)(5)
Common Shares	Mark L. Kleifges	7,709	*	(1)
Common Shares	John L. Harrington	6,548	*	(1)
Common Shares	Fernando Diaz	1,073	*	(1)
Common Shares	Jeffrey P. Somers	876	*	(1)
Common Shares	Joseph L. Morea	0	*	(1)
Preferred Shares	Royal Bank of Canada	554	83.06%	(6)

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Less than 1%. (1) The address of each of Messrs. Barry Portnoy, Adam Portnoy, Kleifges, Harrington, Diaz, Somers and Morea is Two Newton Place, 255 Washington Street, Suite 300, Newton, MA 02458. Messrs. Barry Portnoy, Adam Portnoy, Harrington, Somers and Morea are Trustees of the Fund. Mr. Diaz is the President and Senior Portfolio Manager of the Fund. Mr. Kleifges is the Treasurer and Chief Financial Officer of the Fund. (2) Includes 541,985 common shares owned directly by Mr. Barry Portnoy and an additional 37,711 common shares directly owned by ABP Trust. See Note (3). Share amounts listed as beneficially owned by Mr. Barry Portnoy do not include fractional share amounts. (3) ABP Trust is the direct record and beneficial owner of 37,711 common shares. Messrs. Barry and Adam Portnoy, in their respective capacities as holders of shares of beneficial interest in ABP Trust, may also be deemed to beneficially own (and have shared voting and dispositive power over) the common shares beneficially owned by ABP Trust. Voting and investment power with respect to the common shares owned by ABP Trust may be deemed to be shared by Mr. Barry Portnoy as Chairman, holder of the majority of the shares of beneficial interest in and a trustee of ABP Trust, and Mr. Adam Portnoy as the President and Chief Executive Officer, a holder of shares of beneficial interest in and a trustee of ABP Trust. (4) Information based on a Schedule 13D, dated July 17, 2015, filed by Mariner Investment Group, LLC ("Mariner") with the SEC on July 27, 2015. According to this Schedule 13D, Mariner has sole voting and dispositive power over 445,872 common shares. The address of Mariner is 500 Mamaroneck Avenue, 4th Floor, Harrison, NY 10528.

ZEQ.=8,SEQ=26,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=842169,FOLIO='24',FILE='DISK132:[17ZAJ1.17ZAJ40901]CG40901A.;33',USER='HYUNG',CD='24-FEB-2017;13:48'

(5) Includes 107,936 common shares owned directly by Mr. Adam Portnoy and an additional 37,711 common shares directly owned by ABP Trust. See Note (3). Share amounts listed as beneficially owned by Mr. Adam Portnoy do not include fractional share amounts. (6) Information based on the Schedule 13G/A, dated December 31, 2016, filed jointly by the Royal Bank of Canada and RBC Capital Markets, LLC with the SEC on February 8, 2017 and the Schedule 13G/A, dated January 31, 2017, filed jointly by the Royal Bank of Canada and RBC Capital Markets, LLC with the SEC on February 8, 2017. According to these Schedule 13G/A filings, the Royal Bank of Canada and RBC Capital Markets, LLC share dispositive and voting power over 47 shares of the Fund's Series M Preferred Shares (73.4% of Series M), 391 shares of the Fund's Series T Preferred Shares (89.27% of Series T), 37 shares of the Fund's Series W Preferred Shares (78.72% of Series W), 56 shares of the Fund's Series Th Preferred Shares (61.54% of Series Th) and 23 shares of the Fund's Series F Preferred Shares (85.19% of Series F) as of January 31, 2017.

The Declaration of Trust and Bylaws of the Fund generally provide that no person or group of persons, other than an excepted person or group (as approved by the Fund's Board or as stated in the Fund's Declaration of Trust or Bylaws), may beneficially own in excess of 9.8% of (i) any class or series of shares of the Fund, or (ii) the aggregate of all the outstanding classes and series of shares of the Fund. The Fund's Board intends to strictly enforce these provisions of the Fund's Declaration of Trust and Bylaws by utilizing, when necessary, the remedies available in the Fund's Declaration of Trust and Bylaws for violations of these provisions of the Fund's Declaration of Trust and Bylaws, although in certain instances it may grant exceptions to this ownership limitation in accordance with the provisions of the Fund's Declaration of Trust and Bylaws when it determines that doing so would be in the best interests of the Fund and its shareholders. The Fund has granted Royal Bank of Canada and its affiliates, limited exceptions to the ownership limitation with respect to their beneficial ownership of common or preferred shares (as applicable) of the Fund. For more information about these ownership limitations, please refer to the full text of the Fund's Declaration of Trust and Bylaws, which are available by accessing the Fund's filings with the SEC on the SEC's website (www.sec.gov) or by contacting our Investor Relations Group at (866) 790-8165.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the 1934 Act requires that fund trustees, executive officers, and persons who own more than 10% of a registered class of a fund's equity securities, as well as a fund's investment adviser and their officers and directors, file reports of ownership and changes in ownership of securities of the fund with the SEC and NYSE MKT. A fund's executive officers, trustees, and greater than 10% shareholders, as well as a fund's investment adviser and their officers and directors, are required to furnish the fund with copies of all forms they file pursuant to Section 16(a). Based solely on a review of copies of these reports furnished to the Fund pursuant to Rule 16a-3(e) under the 1934 Act, or written representations that no such reports were required, the Fund believes that during 2016 all such filing requirements applicable to its executive officers, Trustees, and greater than 10% shareholders, as well as to the Advisor, and its officers and directors, were timely met.

OTHER INFORMATION ABOUT THE FUND, THE FUND'S ADVISOR AND THE FUND'S ADMINISTRATOR

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" General Information

The Advisor, located at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458, serves as the investment adviser, manager and administrator for the Fund. The Advisor was founded in 2002 and is a wholly owned subsidiary of The RMR Group LLC. RMR LLC is a majority owned subsidiary of The RMR Group Inc. Messrs. Barry and Adam Portnoy, both Trustees of the Fund, control The RMR Group Inc. through their ownership of ABP Trust which is the controlling shareholder of The RMR Group Inc. State Street Bank and Trust Company ("State Street"), located at One Lincoln Street, Boston, Massachusetts 02111, is the Fund's sub-administrator.

ZEQ.=9,SEQ=27,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=115483,FOLIO='25',FILE='DISK132:[17ZAJ1.17ZAJ40901]CG40901A.;33',USER='HYUNG',CD='24-FEB-2017;13:48' THIS IS THE END OF A COMPOSITION COMPONENT

TOC_END

On December 13, 2011, in connection with the approval of the Fund's merger with Old RMR Real Estate Income Fund ("Old RIF"), the Fund's shareholders approved a new investment advisory agreement with the Advisor that was in effect for two years from the closing date of the Fund's merger with Old RIF, January 20, 2012, and which continues from year to year thereafter as long as such continuation is approved in the manner prescribed by the 1940 Act. The Fund's investment advisory agreement with the Advisor (the "Advisory Agreement") was most recently considered and approved by the Board and the Independent Trustees for an additional one year term, commencing on January 20, 2017, at the meeting of the Board that took place on December 15, 2016. Discussion regarding the basis for the Board continuing the Advisory Agreement for an additional one year term is described in detail below and is also available in the Fund's 2016 Annual Report, which was filed with the SEC on Form N-CSR on February 21, 2017.

Under the terms of the Advisory Agreement, the Advisor provides the Fund with an investment program, makes day-to-day investment decisions for the Fund and manages the Fund's business affairs in accordance with the Fund's investment objectives and policies, subject to the general supervision of the Board. The Advisor also provides persons satisfactory to the Board to serve as the Fund's officers. The Fund's officers, as well as its other employees and Trustees may be directors, trustees, officers or employees of the Advisor and its affiliates, including the RMR LLC and The RMR Group Inc. Generally, the Advisory Agreement may be terminated by a majority of the Fund's Trustees or by proper vote of the Fund's shareholders, at any time upon sixty days' notice and payment of compensation earned prior to such termination. The Advisory Agreement terminates automatically on its assignment (as that term is defined in the 1940 Act). Since the closing of the Fund's merger with Old RIF, Messrs. Barry Portnoy, Adam Portnoy and Fernando Diaz, portfolio managers of Old RIF, have served as the Fund's portfolio managers. The portfolio managers generally function as a team. Messrs. Barry Portnoy and Adam Portnoy provide strategic guidance to the team, while Mr. Fernando Diaz is in charge of substantially all of the day to day operations, research and trading functions.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Fee Information

The Advisory Agreement calls for fees to be paid to the Advisor equal to an annual rate of 0.85% of the Fund's average daily managed assets. As of December 31, 2016, the managed assets of the Fund were approximately $272 million. The Fund's managed assets are equal to the net asset value of the Fund's common shares plus the liquidation preference of the Fund's preferred shares and the principal amount of the Fund's outstanding borrowings. During 2016, advisory fees were $2,276,640 for the Fund. Neither the Advisor nor any of its affiliated companies receive compensation from the Fund other than pursuant to the advisory fees described herein and the Fund's administration agreement, which was also most recently considered and re-approved by the Fund's Board at a meeting on December 15, 2016, except the Fund reimbursed the Advisor allocated internal audit and compliance costs as described below. The Fund is the Advisor's only client.

To date, amounts paid or payable to the Advisor under the administration agreement have been limited to (i) reimbursement of the fees charged to the Advisor for the Fund by State Street, which for 2016 totaled $83,000; and (ii) reimbursement payments to the Advisor by the Fund for compliance and internal audit services for the Fund for the twelve months ended December 31, 2016, which for 2016 totaled $117,925 and were authorized by the Fund's Compensation Committee and the Board, and separately the Independent Trustees.

In addition to the fee paid to the Advisor, the Fund pays all other costs and expenses of its operations, including, but not limited to, compensation of the Fund's Independent Trustees, custodian, transfer agency and distribution expenses, rating agency fees, legal fees, costs of independent auditors, allocated compliance and internal audit costs, expenses of repurchasing shares, expenses in connection with any borrowings or other capital raising activities, expenses of being listed on a stock exchange, expenses of preparing, printing and distributing shareholder reports, notices, proxy statements and

ZEQ.=1,SEQ=28,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=340282,FOLIO='26',FILE='DISK132:[17ZAJ1.17ZAJ40901]CI40901A.;16',USER='HYUNG',CD='24-FEB-2017;13:32'

reports to governmental agencies, membership in investment company organizations, expenses to maintain and administer the Fund's dividend reinvestment plan and taxes, if any.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Board Consideration of the Continuation of the Advisory Agreement

Shareholder approval of the Plan and the related Redomestication will be deemed to constitute approval of the MD Fund's advisory agreement to be entered into with the Advisor, and authorization for the Fund, as the sole initial shareholder of the MD Fund, to vote to approve the MD Fund's advisory agreement with the Advisor. The MD Fund's advisory agreement with the Advisor will be substantially identical to the Advisory Agreement. Therefore, the Board expects that it will consider substantially the same matters in approving the MD Fund's advisory agreement with the Advisor as it recently considered in determining to renew the Advisory Agreement for an additional one year term. Set forth below are the Board's considerations in determining to renew the Advisory Agreement for an additional one year term.

At a meeting held on December 15, 2016, the Board, including each of the Independent Trustees, approved the Advisory Agreement for an additional one year term, commencing on January 20, 2017. The Board met in person to consider whether to renew the Advisory Agreement and, as part of its deliberations, the Independent Trustees met separately in executive session outside of the presence of the Managing Trustees. During the executive session, the Independent Trustees engaged in a discussion of the matters described below, which were also considered by the full Board, and reached the same conclusions as those attributed to the full Board. In making its determination to approve the Advisory Agreement for an additional term, the Board, including each of the Independent Trustees, considered all of the matters described below.

The Board considered the nature, extent and quality of services that the Advisor has provided to the Fund and its predecessor funds; the quality and experience of personnel in the Advisor's organization, as well as the depth of such personnel at the Advisor; the experience and expertise of the Advisor as an investment adviser; the capacity and future commitment of the Advisor to perform its duties; the level of investment advisory fees to be paid by the Fund, as compared to similar funds; the Advisor's performance history as investment adviser to the Fund; the potential for economies of scale; the financial condition and profitability of the Advisor; and any indirect benefits to be derived by the Advisor from its relationship with the Fund.

In connection with considering the Fund's performance and expenses relative to other similar funds, the Board was provided with two separate reports: (i) a comparative fee and performance analysis of a peer group of funds chosen by Morningstar, an independent third party service that ranks and provides information about investment companies (the "Morningstar Report"); and (ii) a comparative fee and performance analysis of U.S. real estate closed end funds chosen by the Advisor (the "Advisor Report"). The Morningstar Report compared the Fund to a peer group (the "Morningstar Peer Group") of four other closed end funds chosen pursuant to Morningstar's methodology, and the Advisor Report compared the Fund to a peer group (the "Advisor Peer Group") of five other closed end funds chosen by the Advisor that invest in U.S. real estate securities. The Board noted that the Advisor Peer Group was consistent with the peer group consistently reviewed by the Board at its regular meetings when considering various matters regarding the Fund's performance and other relevant metrics. In evaluating whether to continue the Advisory Agreement, the Board considered both the Morningstar Report and the Advisor Report, and generally agreed that the Morningstar Report and the Advisor Report contained consistent results.

In addition, the Board considered the following matters in determining whether to renew the Advisory Agreement.

Nature, Extent and Quality of the Services Provided by the Advisor. The Board considered the level and depth of knowledge of the Advisor. The Board took into account its familiarity with the Advisor and its management of the Fund and its predecessor funds, noting the Fund's performance relative to

ZEQ.=2,SEQ=29,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=971699,FOLIO='27',FILE='DISK132:[17ZAJ1.17ZAJ40901]CI40901A.;16',USER='HYUNG',CD='24-FEB-2017;13:32'

the Morningstar Peer Group and the Advisor Peer Group. The Board also considered the Advisor's record of compliance with its own compliance policies and procedures, the Advisor's record of compliance with the Funds compliance policies and procedures and whether the Fund had operated within its investment objectives. Additionally, the Board considered the extent of specialized knowledge of the Advisor, noting that the Advisor specialized in the area of real estate investment management.

Advisory Fees, Other Expenses and Investment Performance. The Board then reviewed a comparative analysis of the Fund's advisory expense and total expenses to those of the Morningstar Peer Group and the Advisor Peer Group. The Board considered that the Fund's total net expenses were slightly above the median of the Morningstar Peer Group and discussed some of the reasons why this might be the case. The Board first noted that, on an absolute basis, the Fund's total net expense ratio was only 4 basis points above the Morningstar Peer Group Median. The Board then discussed how the "Other" expenses component of the Fund's net expense ratio was higher than that of the Morningstar Peer Group and noted its evaluation that "Other" expenses generally consisted of fixed costs and, as a result of the Fund's small amount of net assets relative to most members of the Morningstar Peer Group, it has a smaller asset base over which to spread these fixed costs, thus contributing to a generally higher expense ratio compared to the Morningstar Peer Group.

The Board then evaluated the Fund's total net expense ratio against the Advisor Peer Group and noted that the members of the Advisor Peer Group generally had total net expense ratios lower than that of the Fund. The Board in particular considered and discussed that the Fund shared the highest advisory fee rate of the Advisor Peer Group with another member of the Advisor Peer Group, but that, relative to the Morningstar Peer Group, the Fund's advisory fee was at the median. The Board noted a similar finding as between the Advisor Peer Group and the Morningstar Peer Group relative to the Fund's overall net expense ratio. The Board considered these data points and noted the differences and similarities between the Morningstar Peer Group and the Advisor Peer Group, as well as the absolute level of the Fund's advisory fee rate and overall expenses. The Board, after additional discussion, then expressed its view that the Fund's advisory fee rate was within the range of advisory fee rates charged by comparable funds, and concluded that the Fund's expenses were within industry norms and were reasonable and appropriate in light of the quality of service and commitment rendered by the Advisor.

In evaluating the performance of the Fund and the Advisor, the Board noted that it reviews, on a regular basis, the Fund's performance results, portfolio composition and investment strategies. In connection with its evaluation of the Advisor's performance in managing the Fund's portfolio, the Board considered the Fund's performance results contained in the Morningstar Report and the Advisor Report (each as of September 30, 2016). The Board discussed several aspects of the Morningstar Report, including that (i) the Fund's NAV returns relative to the Morningstar Peer Group ranked in the first quartile, and were the highest of the Morningstar Peer Group, for the one, three and five year periods ended September 30, 2016; and (ii) the Fund's NAV returns relative to the Morningstar Peer Group ranked in the third quartile for the ten year and since inception periods ended September 30, 2016. The Board then considered the Advisor Report and noted that it also contained favorable NAV performance results relative to the Advisor Peer Group. The Board also considered that the Advisor Report compared the Fund's performance to the MSCI REIT Total Return Index (the "Index"), an unmanaged index of U.S. real estate common stocks, for the same periods presented in the Advisor Report. The Board noted that the Fund's performance relative to the Index was generally consistent with its performance relative to comparable funds and that the Index was a relevant benchmark because the Fund invests (excluding short term investments) in the common stocks of real estate investment trusts covered by the Index. The Board further noted that the Index is unmanaged and that the return indicated for the Index did not reflect deductions for fees and expenses. Additionally, the Board discussed how the Fund uses leverage in an attempt to enhance its investment returns and, as a result, out-performance relative to the Index on the upside was often accompanied by under performance relative to the Index on the downside. The Board concluded that, while the Fund's

ZEQ.=3,SEQ=30,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=394258,FOLIO='28',FILE='DISK132:[17ZAJ1.17ZAJ40901]CI40901A.;16',USER='HYUNG',CD='24-FEB-2017;13:32'

performance has varied over time, it has been strong in recent years and was reflective of the high quality of service the Advisor provides.

The Board then turned to a general discussion of the Fund's market price discount to its net asset value. The Board noted in particular that it received information on a quarterly basis regarding the Fund's discount to net asset value and that it monitored both the Fund's discount and efforts undertaken by the Advisor to narrow the Fund's discount. In this respect, the Board discussed the pattern of the Fund's discount since its merger with Old RIF in January 2012 and noted various matters which may have affected the discount, including the Fund's regular quarterly dividend and that the Fund's historically had not sought to increase its dividend through returns of capital. The Board also reviewed and discussed various initiatives undertaken by the Advisor to seek to narrow the Fund's discount, noting the Board's role in determining any such actions taken or which may be taken, and among other matters discussed were the continued retention of Destra Capital Investments LLC, a third party fund distributor and registered broker dealer, to provide secondary market support services to the Fund and the use of the Fund's line of credit in an effort to take advantage of investment opportunities and to seek to generate additional investment income. The Board then indicated its satisfaction with the Advisor's performance, concluded that the Advisor had contributed positively to the Fund's performance, was likely to contribute positively to the Fund's performance in the future, and determined that continuing the Advisory Agreement for an additional one year period would be in the Fund's and its shareholders' best interests.

Profitability and Financial Condition of the Advisor. The Board then discussed the experience of the Advisor in general and considered the Advisor's financial statements as of September 30, 2016 and for the year then ended, and the Advisor's financial condition. The Board also discussed with members of the Advisor's management their income projections for the Advisor's 2017 fiscal year. In particular, the Board considered a presentation by the Advisor's management with respect to its financial condition and prospects for growth and continued viability. The Board noted that the Advisor had historically operated at a loss due to the significant start-up costs associated with the Fund and its predecessors, but that for the years ended September 30, 2015 and September 30, 2016 it had realized a profit and expected to realize another profit from its current business operations during its current fiscal year, which would end on September 30, 2017. The Advisor's management expressed its view that the Advisor would continue to be profitable and discussed with the Board various growth initiatives it had been undertaking during the past year, including new product ideas and its parent company's acquisition of a new investment advisory subsidiary, all of which were aimed at increasing the Advisor's and its affiliates' assets under management. In light of the Advisor's recent and expected profitability, and in light of the fee, expense and performance considerations discussed earlier, the Board also discussed whether to seek a revision to the Fund's advisory fee. After consideration, the Board determined that, in light of the Advisor's historical start-up losses, the small incremental expense savings that any such revision would produce, its view that any such savings would not be sufficient to take actions with measurable impact for shareholders or to the market for the Fund's shares and its earlier conclusions regarding the Fund's expenses and performance, it was not necessary to seek a revision to the Fund's advisory fee.

The Board then further considered and discussed the Advisor's commitment to the Fund and its registered investment company platform, noting in particular the expressed commitment of Messrs. Barry Portnoy and Adam Portnoy (the Advisor's ultimate control persons and owners, who are also Managing Trustees of the Fund) to the Fund and the Advisor's registered investment company platform.

Upon reviewing this information, the Board concluded that the Advisor continued to have the financial wherewithal to perform the services required under the Advisory Agreement. In reaching this conclusion, the Board particularly noted the expressed commitment of Messrs. Barry and Adam Portnoy to the Advisor's business.

ZEQ.=4,SEQ=31,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=422620,FOLIO='29',FILE='DISK132:[17ZAJ1.17ZAJ40901]CI40901A.;16',USER='HYUNG',CD='24-FEB-2017;13:32'

Economies of Scale. The Board also considered the potential economies of scale that could be realized by the Fund. The Board noted that, at the Fund's current asset levels, it was difficult to achieve any economies of scale.

The Board did note, however, that certain economies of scale and operational efficiencies may have been achieved in connection with the Fund's merger with Old RIF in January 2012. In particular, the Board recognized that certain administrative operating costs, such as custody expenses, sub-administration expenses, audit fees, legal expenses, mailing costs and other expenses are now able to be spread across the Fund's larger asset base. The Board concluded that, to the extent any economies of scale were able to be achieved as a result of these operational efficiencies, they were appropriately reflected in the Fund's expense structure.

Other Benefits to the Advisor. The Board also considered the indirect benefits to be derived by the Advisor from its relationship with the Fund. In particular, the Board considered that the Advisor is permitted to consider the value of research it receives from brokers when determining best execution of portfolio transactions, and that the Fund may pay higher commissions to brokers providing research than would be available from other brokers who do not do so. As such, a portion of the brokerage commissions paid by the Fund may be used to obtain research related services that may benefit the Advisor and its affiliates by making available to them research that they might otherwise determine to purchase or prepare at their own expense. In light of the potential benefits to the Fund of the availability of such research to the Advisor and the relatively low absolute additional potential brokerage expenses associated with this practice, the Board did not consider this a material factor in its analysis. Additionally, the Board noted that the Advisor had reported that the brokers with whom it will place portfolio transactions on behalf of the Fund to date typically have not conditioned the availability of research on commission related factors.

The Board then considered that the Fund had entered into a separate administration agreement with the Advisor (the "Administration Agreement") and that it was also considering the renewal of the Administration Agreement for an additional one year term. The Board noted that, pursuant to the Administration Agreement, the Advisor had engaged a third party sub-administrator to perform substantially all fund accounting and other administrative services for the Fund. The Board considered that the only compensation the Advisor is entitled to under the Administration Agreement is reimbursement of expenses incurred by it or its affiliates in providing the administration services provided for therein. The Board discussed that, to date, amounts paid or payable to the Advisor under the Administration Agreement have been limited to reimbursements for the fees charged to the Advisor for the Fund by the third party sub-administrator and reimbursement payments to the Advisor by the Fund for compliance and internal audit services for the Fund, which were authorized by the Fund's Compensation Committee and the Board, and separately the Independent Trustees. After reviewing and discussing the Administration Agreement, the Board concluded that the Administration Agreement was in the best interests of the Fund and its shareholders, that the services performed pursuant to the Administration Agreement are required for the operation of the Fund, that the Advisor provides services the nature and quality of which are at least equal to those provided by other unaffiliated service providers offering the same or similar services, and that the fees charged under the Administration Agreement are fair and reasonable in light of the usual and customary charges made by other unaffiliated service providers for services of the same nature and quality.

Conclusion. In considering the continuation of the Advisory Agreement for an additional one year term, the Board noted that it did not identify any single factor as controlling. Based on the Trustees' evaluation of all factors that they deemed to be relevant, the Board, including each of the Independent Trustees, concluded that (i) the Advisor has demonstrated that it possesses the capability and resources to perform the duties required of it under the Advisory Agreement; (ii) the Advisor maintains an appropriate compliance program; (iii) the performance of the Fund is reasonable in relation to the performance of funds with similar investment objectives and of relevant benchmark indices; (iv) the advisory fee rate is fair and reasonable, given the scope and quality of the services to be rendered by the Advisor; and (v) approval of the continuation of the Advisory Agreement for an additional one year term is in the best interests of the Fund and its shareholders.

ZEQ.=5,SEQ=32,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=582611,FOLIO='30',FILE='DISK132:[17ZAJ1.17ZAJ40901]CI40901A.;16',USER='HYUNG',CD='24-FEB-2017;13:32'

DIRECTORS AND OFFICERS OF THE ADVISOR

Information as of the date of this proxy statement relating to the directors and officers of the Advisor is set forth below. Officers of the Advisor are elected and appointed by its board of directors and hold office until they resign, are removed or are otherwise disqualified to serve. The following table lists the directors and officers of the Advisor.

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Name (Year of Birth)	Position	Date position was acquired
Adam D. Portnoy (1970)	Director, President and Chief Executive Officer	May 2007 (Director and President), June 2015 (Chief Executive Officer)
Barry M. Portnoy (1945)	Director, Chairman and Vice President	July 2002 (Director and Vice President), September 2015 (Chairman)
Mark L. Kleifges (1960)	Treasurer and Chief Financial Officer	September 2004
Jennifer B. Clark (1961)	Director, Secretary and Vice President	September 2015 (Director), July 2002 (Secretary or Clerk and Vice President)
Fernando Diaz (1968)	Vice President	May 2007
Vern D. Larkin (1970)	Chief Compliance Officer	March 2012

end of user-specified TAGGED TABLE

Messrs. Barry M. Portnoy and Adam D. Portnoy are Trustees of the Fund, and Messrs. Kleifges, Diaz and Larkin and Ms. Clark are officers of the Fund. Mr. Adam Portnoy is the son of Mr. Barry Portnoy.

ZEQ.=6,SEQ=33,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=378799,FOLIO='31',FILE='DISK132:[17ZAJ1.17ZAJ40901]CI40901A.;16',USER='HYUNG',CD='24-FEB-2017;13:32'

AUDIT COMMITTEE REPORT

The Audit Committee of the Fund oversees the Fund's financial reporting process. The Audit Committee has: (1) reviewed and discussed with management the Fund's 2016 audited financial statements for the fiscal year ended December 31, 2016; (2) discussed with Ernst & Young LLP, the Fund's independent auditor, the matters required to be discussed under PCAOB Auditing Standard No. 1301; (3) received the written disclosures or the letter from the independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Audit Committee concerning independence, and discussed with the independent accountant the independent accountant's independence; and (4) considered whether the provision of non-audit services by the auditors is compatible with maintaining their independence and concluded that it is compatible at this time. At the Audit Committee's meeting on February 17, 2017, and based on the foregoing review and discussions, the Audit Committee recommended to the Board that the Fund's audited financial statements be included in the Fund's 2016 annual report to shareholders and filed with the SEC.

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AUDIT COMMITTEE of RMR Real Estate Income Fund
John L. Harrington, Chairman Joseph L. Morea Jeffrey P. Somers

end of user-specified TAGGED TABLE

ZEQ.=7,SEQ=34,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=269141,FOLIO='32',FILE='DISK132:[17ZAJ1.17ZAJ40901]CI40901A.;16',USER='HYUNG',CD='24-FEB-2017;13:32'

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The Audit Committee and the Board, at their respective meetings on December 15, 2016, considered and appointed Ernst & Young LLP as the Fund's independent registered public accountant for 2017. A representative of Ernst & Young LLP is expected to be present at the Annual Meeting, with the opportunity to make a statement if he or she desires to do so. This representative will be available to respond to appropriate questions from shareholders who are present at the Annual Meeting.

The fees for services provided by Ernst & Young LLP for the Fund for the last two years (the Fund's fiscal year end is December 31) were as follows:

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Audit fees	2016 — $	49,920
Audit related fees		0
Tax fees (1)		12,152

Subtotal	$	62,072
All other fees		0

Ernst & Young LLP total fees	$	62,072

end of user-specified TAGGED TABLE

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Audit fees	2015 — $	48,000
Audit related fees
Tax fees (1)		11,685

Subtotal		59,685
All other fees

Ernst & Young LLP total fees	$	59,685

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(1) All Tax fees consist solely of fees relating to services provided for tax compliance and/or tax preparation and none of such fees relate to tax advice, tax planning or tax consulting.

The Fund's Audit Committee has established policies and procedures which are intended to control the services provided and charges by its independent registered public accountants and to monitor their continuing independence. Under these policies, no services may be undertaken by the Fund's independent registered public accountant unless the engagement is specifically pre-approved by the Audit Committee or the services are included within a category which has been generally approved by the Audit Committee. The maximum charge for services is established by the Audit Committee when the specific engagement or the category of services is pre-approved or approved. In certain circumstances, the Advisor is required to notify the Audit Committee when pre-approved services are undertaken and the committee or its chairman may approve amendments or modifications to the engagement or the maximum fees. The Chief Compliance Officer and Director of Internal Audit of the Fund is responsible to report to the Audit Committee regarding compliance with these policies.

The Audit Committee will not approve engagements of the Fund's independent registered public accountant to perform non-audit services if doing so will cause the independent registered public accountant to cease to be independent within the meaning of applicable SEC or NYSE MKT rules. In other circumstances, the Audit Committee considers, among other things, whether the Fund's independent registered public accountant is able to provide the required services in a more or less effective and efficient manner than other available service providers.

ZEQ.=8,SEQ=35,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=588759,FOLIO='33',FILE='DISK132:[17ZAJ1.17ZAJ40901]CI40901A.;16',USER='HYUNG',CD='24-FEB-2017;13:32'

There were no non-audit fees billed by Ernst & Young LLP for services rendered to the Advisor or any entity controlling, controlled by or under common control with the Advisor that provided ongoing services to the Fund in 2015 or 2016.

All services in 2015 and 2016 for which the Fund engaged its independent registered public accountants were approved by the Audit Committee. The only non-audit services provided by Ernst & Young LLP to the Fund were for tax services (in 2015 and 2016). The tax services involved reviewing the Fund's tax reporting and tax compliance procedures. The Audit Committee of the Fund determined that the non-audit services provided by Ernst & Young LLP were compatible with the rules on auditor independence promulgated by the SEC and the audit and non-audit services policies and procedures of the Fund. When considering the engagement of Ernst & Young LLP, the Audit Committee considered the working relationship of the Fund with Ernst & Young LLP, determined the fees for audit and non-audit services to be appropriate and approved the engagement of Ernst & Young LLP to provide the audit and non-audit services. The total fees for audit and non-audit services provided by Ernst & Young LLP in 2015 and 2016 are set forth above.

HOUSEHOLDING OF ANNUAL MEETING MATERIALS

Some banks, brokers and other record holders may participate in the practice of "householding" proxy statements and annual reports. This means that, unless shareholders give contrary instructions, only one copy of this proxy statement or the Fund's annual report may be sent to multiple shareholders of the same Fund in each household. The Advisor will promptly deliver a separate copy of either document to you, if you call or write to the Advisor at the following address or telephone number: RMR Advisors LLC, Two Newton Place, 255 Washington Street, Suite 300, Newton, MA 02458, telephone (617) 332-9530 or toll free (866) 790-8165. If you want to receive separate copies of a proxy statement or annual report in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other record holder, or you may contact the Advisor at the above address or telephone number.

ZEQ.=9,SEQ=36,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=583201,FOLIO='34',FILE='DISK132:[17ZAJ1.17ZAJ40901]CI40901A.;16',USER='HYUNG',CD='24-FEB-2017;13:32'

OTHER MATTERS

At this time, the Board of the Fund knows of no other matter which will be brought before the Annual Meeting. However, if other matters properly come before the Annual Meeting or any postponement or adjournment thereof and if discretionary authority to vote with respect thereto has been conferred by the applicable enclosed proxy, the persons named in the proxy will vote the proxy in accordance with their discretion on those matters.

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By order of the Board,
JENNIFER B. CLARK Secretary RMR Real Estate Income Fund

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Newton, Massachusetts February 24, 2017

IMPORTANT

If your shares are held in your own name, please complete a proxy over the internet or by telephone in the manner provided on the website indicated in the Notice of Internet Availability that you received in the mail; alternatively, please request, complete and return a proxy card today. If your shares are held in "street name," you should provide instructions to your broker, bank, nominee or the other institution holding your shares on how to vote your shares. You may provide instructions to your broker, bank, nominee or other institution over the internet or by telephone if your broker, bank, nominee or other institution offers these options, or you may return a proxy card or voting instruction form to your broker, bank, nominee or other institution and contact the person responsible for your account to ensure that a proxy is voted on your behalf.

ZEQ.=10,SEQ=37,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=318102,FOLIO='35',FILE='DISK132:[17ZAJ1.17ZAJ40901]CI40901A.;16',USER='HYUNG',CD='24-FEB-2017;13:32' THIS IS THE END OF A COMPOSITION COMPONENT

TOC_END

Exhibit A

FORM OF AGREEMENT AND PLAN OF REDOMESTICATION

THIS AGREEMENT AND PLAN OF REDOMESTICATION (" Agreement ") is adopted as of this day of , 2017 by and between RMR Real Estate Income Fund, a Delaware statutory trust and a registered closed-end investment company (the " Merging Fund ") and [RMR MARYLAND], a Maryland statutory trust and wholly-owned subsidiary of the Merging Fund (the " Surviving Fund "). The Merging Fund and the Surviving Fund are together referred to herein as the " Funds ."

WHEREAS, each of the Merging Fund and the Surviving Fund is a closed-end, registered investment company of the management type; and

WHEREAS, it is intended that (i) the Redomestication (as defined below) will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the United States Internal Revenue Code of 1986, as amended (the " Code "), (ii) this Agreement will be, and is hereby adopted as, a "plan of reorganization" with respect to the Redomestication within the meaning of Section 368(a) of the Code, and Treasury Regulations Sections 1.368-2(g) and 1.368-3(a), and (iii) the parties to this Agreement will each be a party to such reorganization within the meaning of Section 368(b) of the Code; and

WHEREAS, the merger will consist of the merger of the Merging Fund into the Surviving Fund, pursuant to the provisions of the Delaware Statutory Trust Act (the " DSTA ") and the Maryland Statutory Trust Act (the " MSTA "), and will have the consequences described in Section 1.1 below (such transaction, the " Redomestication "); and

WHEREAS, the Boards of Trustees of the Surviving Fund and of the Merging Fund have determined that the Redomestication is in the best interests of the Surviving Fund and the Merging Fund, respectively, and the interests of the shareholders of the Merging Fund will not be diluted as a result of the Redomestication;

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, and intending to be legally bound, the parties hereto covenant and agree as follows:

DESCRIPTION OF THE REDOMESTICATION

A-1

ZEQ.=1,SEQ=38,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=405315,FOLIO='A-1',FILE='DISK132:[17ZAJ1.17ZAJ40901]LE40901A.;12',USER='HYUNG',CD='24-FEB-2017;11:59'

A-2

ZEQ.=2,SEQ=39,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=967597,FOLIO='A-2',FILE='DISK132:[17ZAJ1.17ZAJ40901]LE40901A.;12',USER='HYUNG',CD='24-FEB-2017;11:59'

VALUATION
CLOSING AND CLOSING DATE

A-3

ZEQ.=3,SEQ=40,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=564334,FOLIO='A-3',FILE='DISK132:[17ZAJ1.17ZAJ40901]LE40901A.;12',USER='HYUNG',CD='24-FEB-2017;11:59'

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND AND THE MERGING FUND

With respect to the Redomestication, if any of the conditions set forth below have not been satisfied on or before the Closing Date with respect to the Merging Fund or the Surviving Fund, the Merging Fund or the Surviving Fund, respectively, shall, at its option, not be required to consummate the transactions contemplated for such Redomestication by this Agreement:

A-4

ZEQ.=4,SEQ=41,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=858135,FOLIO='A-4',FILE='DISK132:[17ZAJ1.17ZAJ40901]LE40901A.;12',USER='HYUNG',CD='24-FEB-2017;11:59' 5. FEES AND EXPENSES

The Merging Fund will bear all expenses relating to the Redomestication. The Merging Fund will bear these expenses regardless of whether the Redomestication is consummated.

TERMINATION

This Agreement may be terminated and the transactions contemplated hereby may be abandoned (i) by mutual agreement of the Merging Fund and the Surviving Fund, (ii) by the Merging Fund if any condition of the Surviving Fund's obligations set forth in this Agreement has not been fulfilled or waived by the Merging Fund, or (iii) by the Surviving Fund if any condition of the Merging Fund's obligations set forth in this Agreement has not been fulfilled or waived by the Surviving Fund, notwithstanding approval thereof by the Merging Fund's shareholders, if circumstances should develop that, in such parties judgment, make proceeding with this Agreement inadvisable.

AMENDMENTS

This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the parties; provided, however, that following the approval of this Agreement by shareholders of a Merging Fund and/or the Surviving Fund, no such amendment may have the effect of changing the provisions for determining the number of Surviving Fund shares to be paid to the Merging Fund's shareholders under this Agreement to the detriment of such Merging Fund shareholders or shall otherwise materially amend the terms of this agreement without their further approval.

HEADINGS; GOVERNING LAW; COUNTERPARTS; ASSIGNMENT; LIMITATION OF LIABILITY

A-5

ZEQ.=5,SEQ=42,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=426137,FOLIO='A-5',FILE='DISK132:[17ZAJ1.17ZAJ40901]LE40901A.;12',USER='HYUNG',CD='24-FEB-2017;11:59'

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be approved on behalf of the Surviving Fund and Merging Fund.

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RMR REAL ESTATE INCOME FUND
By:
Name:
Title:
[RMR MARYLAND]
By:
Name:
Title:

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A-6

ZEQ.=6,SEQ=43,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=57693,FOLIO='A-6',FILE='DISK132:[17ZAJ1.17ZAJ40901]LE40901A.;12',USER='HYUNG',CD='24-FEB-2017;11:59' THIS IS THE END OF A COMPOSITION COMPONENT

TOC_END

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Schedule 4.2

Tax Opinion

A-7

ZEQ.=1,SEQ=44,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=767066,FOLIO='A-7',FILE='DISK132:[17ZAJ1.17ZAJ40901]LG40901A.;6',USER='HYUNG',CD='24-FEB-2017;11:59' THIS IS THE END OF A COMPOSITION COMPONENT

TOC_END

Exhibit B

Comparison of Delaware and Maryland State Laws

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	Delaware Statutory Trust	Maryland Statutory Trust
Governing Documents	A DE Trust is an unincorporated association that is (a) formed by filing the certificate of trust with the Delaware Secretary of State and (b) governed by a governing instrument (which may include one or more documents). DE Trusts are granted a significant amount of operational and organizational flexibility under DE law. For example, the DE Act allows a governing instrument to provide for the taking
of any action, including amending the governing instrument, without the vote or approval of any particular trustee or shareholder, or class, group or series of trustees or shareholders. Given the organizational flexibility under DE law, the rights of beneficial owners are determined primarily by the governing instrument.	A MD Trust is an unincorporated business, trust, or association that is (a) formed by filing an initial certificate of trust with the State Department of Assessments and Taxation of Maryland and (b) governed by a governing instrument
(which may include one or more documents). MD Trusts are similarly granted a significant amount of operational and organizational flexibility under MD law. Similar to the
DE Act, the MD Act also allows a governing instrument to provide for the taking of any action, including amending the governing instrument, without the vote or approval of any particular trustee or shareholder, or class, group or series of trustees
or shareholders. Given the organizational flexibility under MD law, the rights of beneficial owners are determined primarily by the governing instrument. The governing
instrument of the MD Fund is substantially identical to the governing instrument of the Fund.
Ownership Shares of Interest	Under both the DE Act and the MD Act, ownership interests in a trust are denominated as "beneficial interests" and are held by "beneficial
owners."
Series and Classes	Under both the DE Act and the MD Act, the governing instrument may provide for classes, groups, or series of shares, having such relative
rights, powers, and duties as set forth in the governing instrument.

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B-1

ZEQ.=1,SEQ=45,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=947075,FOLIO='B-1',FILE='DISK132:[17ZAJ1.17ZAJ40901]LK40901A.;21',USER='HYUNG',CD='24-FEB-2017;11:59'

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	Delaware Statutory Trust	Maryland Statutory Trust
Shareholder Voting Rights; Quorum	Under both the DE Act and the MD Act, the governing instrument may set forth any provision relating to trustee and shareholder voting rights, including the
withholding of such rights from certain trustees or shareholders. If voting rights are granted, the governing instrument may contain any provision relating to the exercise of voting rights.
Quorum	Under both the DE Act and the MD Act, if voting rights are granted, the governing instrument may set forth provisions relating to the exercise
of such rights, including the establishment of quorum requirements.
Shareholder Meetings	Neither the DE Act nor the MD Act mandates an annual shareholder's meeting.
Record Date	Under both the DE Act and the MD Act, the governing instrument may provide for record dates.
Qualification and Election of Trustees	Under both the DE Act and the MD Act, the governing instrument may set forth the manner in which trustees are elected and
qualified.
Removal of Trustees	Under the DE Act, the governing instrument may contain provisions relating to the removal of trustees, provided, however, that there shall
at all times be at least one trustee of a DE Trust.	Under the MD Act, the governing instrument may contain provisions relating to the removal of trustees.
Restrictions on Transfer	Both the DE Act and the MD Act provide that beneficial interests are freely transferable, except as otherwise provided in the governing
instrument.
Preemptive Rights and Redemption of Shares	Both the DE Act and the MD Act provide that the governing instrument may contain any provision relating to the rights, duties, and obligations
of shareholders.
Liquidation Upon Dissolution or Termination of the Trust	Both the DE Act and the MD Act provide that a statutory trust that has dissolved must first pay existing claims and obligations of the trust
and then distribute all remaining assets among shareholders.
Shareholder Liability	Under the DE Act, except to the extent otherwise provided in the governing instrument of a statutory trust, shareholders are entitled to the
same limitation of personal liability extended to shareholders of a private corporation organized for profit under Delaware General Corporate Law.	Under the MD Act, except as provided in the governing instrument of a statutory trust, shareholders shall be entitled to the same limitation
of personal liability extended to stockholders of a Maryland corporation.

end of user-specified TAGGED TABLE

B-2

ZEQ.=2,SEQ=46,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=157197,FOLIO='B-2',FILE='DISK132:[17ZAJ1.17ZAJ40901]LK40901A.;21',USER='HYUNG',CD='24-FEB-2017;11:59'

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Delaware Statutory Trust	Maryland Statutory Trust
Trustee Liability	The DE Act provides that, subject to the provisions in the governing instrument, a trustee or any other person managing the trust, when acting in such
capacity, will not be personally liable to any person other than the trust or a shareholder of the trust for any act, omission, or obligation of the trust or any trustee.	The MD Act provides that, subject to the provisions in the governing instrument, a trustee, when acting in such capacity, will not be personally liable to
any person other than the trust or a beneficial owner of the trust for any act, omission, or obligation of the trust or any trustee.
	The DE Act provides that a governing instrument may provide for the limitation or elimination of any and all liabilities for breach of
contract and breach of duties (including fiduciary duties) of a trustee, beneficial owner or other person to a statutory trust or to another trustee or beneficial owner or to another person that is a party to or is otherwise bound by a governing
instrument; provided, that a governing instrument may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.	The MD Act provides that a trustee shall perform the trustee's duties as a trustee, including the duties as a member of a committee of the trustees on which the trustee serves: 1. in good faith; 2. in a manner that the trustee reasonably believes to be in the best interests of the statutory trust; and 3. with the care that an ordinarily prudent person in a like position would use under similar circumstances. However, the governing instrument may include a provision expanding or limiting the duties of a
trustee set forth above, provided that the governing instrument may not eliminate the duty to act in good faith.
		The MD Act provides that a trustee that performs the duties of a trustee, as expanded or limited in the governing instrument, shall have no
liability by reason of being a trustee.

end of user-specified TAGGED TABLE

B-3

ZEQ.=3,SEQ=47,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=577482,FOLIO='B-3',FILE='DISK132:[17ZAJ1.17ZAJ40901]LK40901A.;21',USER='HYUNG',CD='24-FEB-2017;11:59'

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Delaware Statutory Trust	Maryland Statutory Trust
	However, the DE Act provides that trustees of a statutory trust that is registered as an investment company under the 1940 Act shall have the same fiduciary
duties as directors of private corporations for profit organized under the Delaware General Corporation Law, unless otherwise provided in the governing instrument.	The MD Act provides that a trust's governing instrument may include a provision expanding or limiting liability of trustees or officers, provided that
liability may not be limited to any greater extent than that permitted for directors and officers of Maryland corporations.
Indemnification	The DE Act provides that, subject to any standards or restrictions as set forth in the governing instrument, a statutory trust has the power
to indemnify and hold harmless any trustee or beneficial owner or any person from and against any and all claims and demands. Further, the DE Act provides that the absence of an indemnification provision in the governing instrument shall not be
construed to deprive any trustee or beneficial owner or other person of any right of indemnity available under Delaware law.	The MD Act provides that, except as provided in its governing instrument, a statutory trust shall have the power to: (1) indemnify and hold harmless, and to obligate itself
to indemnify and hold harmless, any trustee, beneficial owner, officer, employee, or agent from and against any and all claims and demands whatsoever; and (2) pay or reimburse in advance of final disposition of a proceeding, reasonable expenses
incurred in connection with the proceeding.
		The MD Act also provides that, except as provided in the governing instrument of a statutory trust, a trustee shall be indemnified to the
same extent as a director of a corporation under Maryland general corporate law.
Insurance	The DE Act does not contain provisions regarding insurance.	The MD Act provides that a statutory trust may not carry on the business of: (1) granting policies of insurance or assuming insurance
risks; or (2) banking.

end of user-specified TAGGED TABLE

B-4

ZEQ.=4,SEQ=48,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=1001109,FOLIO='B-4',FILE='DISK132:[17ZAJ1.17ZAJ40901]LK40901A.;21',USER='HYUNG',CD='24-FEB-2017;11:59'

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Delaware Statutory Trust	Maryland Statutory Trust
Shareholder Right of Inspection	Under the DE Act, except to the extent otherwise provided in the governing instrument and subject to reasonable standards established by the trustees, each
shareholder has the right, upon reasonable demand for any purpose reasonably related to the shareholder's interest as a shareholder, to obtain from the trust certain information regarding the governance and affairs of the trust, including a copy of
the governing instrument and certificate of trust, a current list of the name and last known address of each beneficial owner and trustee, information regarding the business and financial condition of the trust, and other information regarding the
affairs of the trust as is just and reasonable.	The MD Act provides that, except as provided in the governing instrument of a statutory trust, a shareholder may inspect and copy during usual business hours any of the following statutory trust documents: (1) the governing instrument and all
amendments; (2) minutes of the proceedings of the beneficial owners; (3) an annual statement of affairs; and (4) voting trust agreements on file at the statutory trust's principal office. The MD Act provides that, except as provided in the governing instrument of the trust, a shareholder of any series or class who for at least 6 months has owned shares entitled to cast at
least 5% of the votes entitled to be cast generally in the election of directors may submit a written request for a list of shareholders of such series or class.
	The DE Act further provides that, except to the extent otherwise provided in the governing instrument, the trustees have the right to keep
confidential from shareholders, for a reasonable period of time, any information that the trustee reasonably believes to be in the nature of trade secrets or other information the disclosure of which such persons in good faith believe is not in the
best interest of the trust or could damage the trust or its business or which the trust is required by law or agreement with a third party to keep confidential.	Similar to the DE Act, the MD Act provides that, except as provided in its governing instrument, a statutory trust shall have the right to
keep confidential from the beneficial owners, for such period of time as the trustees deem reasonable, any information that: (1) the trustees reasonably believe to be in the nature of trade secrets or other information, the disclosure of which
the trustees in good faith believe is not in the best interest of the statutory trust or could damage the statutory trust or its business; or (2) the statutory trust is required by law or by agreement with a third party to keep
confidential.

end of user-specified TAGGED TABLE

B-5

ZEQ.=5,SEQ=49,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=1016238,FOLIO='B-5',FILE='DISK132:[17ZAJ1.17ZAJ40901]LK40901A.;21',USER='HYUNG',CD='24-FEB-2017;11:59'

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Delaware Statutory Trust
Arbitration	Both the DE Act and the MD Act provide that, in the governing instrument of the trust or other writing, a trustee or beneficial owner or other person may
consent to be subject to the nonexclusive jurisdiction of the courts of, or arbitration in, a specified jurisdiction, or the exclusive jurisdiction of the courts of that state, or the exclusivity of arbitration in a specified jurisdiction or that
state, and to be served with legal process in the manner prescribed in such governing instrument of the statutory trust or other writing.
Amending Governing Instruments	Both the DE Act and the MD Act provide broad flexibility as to the manner of amending the governing instrument of a trust and provide that the
certificate of trust may be amended at any time for any purpose as the trustees may determine. Both the DE Act and the MD Act also allow a trust to amend its governing instrument without shareholder vote or approval.

end of user-specified TAGGED TABLE

B-6

ZEQ.=6,SEQ=50,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=813377,FOLIO='B-6',FILE='DISK132:[17ZAJ1.17ZAJ40901]LK40901A.;21',USER='HYUNG',CD='24-FEB-2017;11:59' THIS IS THE END OF A COMPOSITION COMPONENT

TOC_END

Exhibit C

RMR REAL ESTATE INCOME FUND FORM OF AGREEMENT AND DECLARATION OF TRUST , 2017

C-1

ZEQ.=1,SEQ=51,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=973515,FOLIO='C-1',FILE='DISK132:[17ZAJ1.17ZAJ40901]LO40901A.;8',USER='HYUNG',CD='24-FEB-2017;11:59' THIS IS THE END OF A COMPOSITION COMPONENT

TOC_END

TABLE OF CONTENTS

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ARTICLE I NAME AND DEFINITIONS		C-4
Section 1.1.	Name	C-4
Section 1.2.	Definitions	C-4
ARTICLE II PURPOSE		C-5
ARTICLE III SHARES		C-5
Section 3.1.	Division of Beneficial Interest	C-5
Section 3.2.	Ownership of Shares	C-6
Section 3.3.	Investments in the Trust	C-7
Section 3.4.	Share Restrictions	C-7
Section 3.5.	No Preemptive Rights	C-7
Section 3.6.	Derivative Claims	C-7
Section 3.7.	Direct Claims	C-7
Section 3.8.	Arbitration	C-8
Section 3.9.	Status of Shares and Limitation of Personal Liability	C-8
ARTICLE IV THE TRUSTEES		C-9
Section 4.1.	Number and Classes of Trustees; Term of Office; Qualifications of
Trustees	C-9
Section 4.2.	Vacancies; Resignation; Removal	C-9
Section 4.3.	Effect of Death, Resignation, etc. of a Trustee	C-10
Section 4.4.	Powers	C-10
Section 4.5.	Advisory, Management and Distribution Services	C-12
ARTICLE V RESTRICTIONS ON TRANSFER AND OWNERSHIP OF SHARES		C-12
Section 5.1.	Definitions	C-12
Section 5.2.	Equity Shares	C-14
Section 5.2.1	Ownership Limitations	C-14
Section 5.2.2	Remedies for Breach	C-15
Section 5.2.3	Notice of Restricted Transfer	C-15
Section 5.2.4	Owners Required To Provide Information	C-16
Section 5.2.5	Remedies Not Limited	C-16
Section 5.2.6	Ambiguity	C-16
Section 5.2.7	Exceptions	C-16
Section 5.3.	Transfer of Equity Shares in Trust	C-17
Section 5.3.1	Ownership in Trust	C-17
Section 5.3.2	Status of Shares Held by a Charitable Trustee	C-18
Section 5.3.3	Dividend and Voting Rights	C-18
Section 5.3.4	Rights upon Liquidation	C-19
Section 5.3.5	Sale of Shares by Charitable Trustee	C-19
Section 5.3.6	Trust's Purchase Right in Excess Shares	C-19
Section 5.3.7	Designation of Charitable Beneficiaries	C-20
Section 5.3.8	Retroactive Changes	C-20
Section 5.4.	Costs, Expenses and Compensation of Charitable Trustee and the Trust	C-20
Section 5.4.1	Indemnification of the Charitable Trustee	C-20
Section 5.4.2	Compensation	C-20
Section 5.4.3	Reimbursement of Costs, Expenses and Compensation	C-20
Section 5.5.	NYSE Amex LLC Transactions and Contracts	C-20
Section 5.6.	Enforcement	C-21
Section 5.7.	Non-Waiver	C-21
Section 5.8.	Enforceability	C-21
Section 5.9.	Continued Effect	C-21

end of user-specified TAGGED TABLE COMMAND=ADD_END_LINKTABLE

C-2

ZEQ.=1,SEQ=52,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=155905,FOLIO='C-2',FILE='DISK132:[17ZAJ1.17ZAJ40901]LQ40901A.;22',USER='HYUNG',CD='24-FEB-2017;11:59'

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ARTICLE VI SHAREHOLDERS' VOTING POWERS AND MEETINGS		C-21
Section 6.1.	General	C-21
Section 6.2.	Voting Powers as to Certain Transactions	C-21
Section 6.3.	Voting Rights	C-22
Section 6.4.	Conversion to Open-End Company	C-22
Section 6.5.	Shareholder Meetings	C-22
Section 6.6.	Inspection of Records	C-22
ARTICLE VII DISTRIBUTIONS AND DETERMINATION OF NET ASSET
VALUE		C-22
Section 7.1.	Distributions	C-22
Section 7.2.	Determination of Net Asset Value	C-23
ARTICLE VIII DUTIES, LIABILITY LIMITATION, INDEMNIFICATION, TRANSACTIONS WITH
THE TRUST AND IMPACT OF CORPORATE LAW		C-23
Section 8.1.	Generally.	C-23
Section 8.2.	Limitation of Trustee Liability	C-23
Section 8.3.	Indemnification of Shareholders	C-23
Section 8.4.	Indemnification of Trustees, Officers etc	C-23
Section 8.5.	Indemnification Not Exclusive	C-24
Section 8.6.	Transactions Between the Trust and its Trustees, Officers, Employees and
Agents	C-24
Section 8.7.	General Corporation Law	C-25
Section 8.8.	Right of Trustees, Officers, Employees and Agents to Own Shares or Other
Property and to Engage in Other Business	C-25
Section 8.9.	Indemnification of the Trust	C-25
Section 8.10.	Trustees, Shareholders, etc. Not Personally Liable; Notice	C-26
Section 8.11.	Trustees and Officers Good Faith Action, Expert Advice, No Bond or Surety	C-26
Section 8.12.	Liability of Third Persons Dealing with Trustees	C-26
ARTICLE IX REGULATORY COMPLIANCE AND DISCLOSURE		C-26
Section 9.1.	Actions Requiring Regulatory Compliance Implicating the Trust	C-26
Section 9.2.	Compliance With Law	C-27
Section 9.3.	Limitation on Voting Shares or Proxies	C-27
Section 9.4.	Representations, Warranties and Covenants Made to Governmental or Regulatory
Bodies	C-27
Section 9.5.	Board of Trustees' Determinations	C-27
ARTICLE X MISCELLANEOUS		C-27
Section 10.1.	Duration and Termination of Trust	C-27
Section 10.2.	Filing of Copies, References, Headings	C-28
Section 10.3.	Applicable Law	C-28
Section 10.4.	Trust Only	C-28
Section 10.5.	Address of the Trust and Trustees; Agent for Service of
Process	C-28
ARTICLE XI AMENDMENTS, BYLAWS AND CONSTRUCTION		C-28
Section 11.1.	Amendments by Trustees	C-28
Section 11.2.	Amendments by Shareholders and Trustees	C-29
Section 11.3.	Bylaws	C-29
Section 11.4.	Construction	C-29

end of user-specified TAGGED TABLE COMMAND=ADD_END_LINKTABLE

C-3

ZEQ.=2,SEQ=53,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=418868,FOLIO='C-3',FILE='DISK132:[17ZAJ1.17ZAJ40901]LQ40901A.;22',USER='HYUNG',CD='24-FEB-2017;11:59' THIS IS THE END OF A COMPOSITION COMPONENT

TOC_END

RMR REAL ESTATE INCOME FUND AGREEMENT AND DECLARATION OF TRUST

THIS AGREEMENT AND DECLARATION OF TRUST is made this day of , 20 , by the undersigned (together with all other persons from time to time duly elected, qualified and serving as Trustees in accordance with the provisions of Article IV hereof) for the purpose of forming a Maryland statutory trust in accordance with the provisions hereinafter set forth.

WHEREAS, the Trust is a statutory trust within the meaning of the Act; and

WHEREAS, the undersigned trustees have formed the Trust by filing a Certificate of Trust with the State Department of Assessments and Taxation of Maryland; and

WHEREAS, the governing instrument of the Trust, as that term is defined in the Act, shall be this Declaration together with any Bylaws adopted in accordance herewith for the regulation and management of the affairs of the Trust; and

WHEREAS, this Trust has been formed to carry on the business of an investment company; and

WHEREAS, the Trust intends for tax purposes to be treated as a "regulated investment company" under the Code for the taxable year ending December 31, 20 and for each taxable year thereafter.

NOW, THEREFORE, the Trust hereby will be governed by this Declaration.

ARTICLE I NAME AND DEFINITIONS

Section 1.1. Name . This Trust shall be known as "RMR Real Estate Income Fund" and the Trustees shall conduct the business of the Trust under that name or any other name as they may from time to time determine.

Section 1.2. Definitions . Whenever used herein, unless otherwise required by the context or specifically provided:

C-4

ZEQ.=1,SEQ=54,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=78856,FOLIO='C-4',FILE='DISK132:[17ZAJ1.17ZAJ40901]LS40901A.;18',USER='HYUNG',CD='24-FEB-2017;13:56'

ARTICLE II PURPOSE

The purpose of the Trust is to provide investors a managed investment primarily in securities, debt instruments and other instruments and rights of a financial character and to carry on such other business as the Trustees may from time to time determine pursuant to their authority under this Declaration. Nothing herein shall preclude the Trust from being treated for tax purposes as an association under the Code.

ARTICLE III SHARES

Section 3.1. Division of Beneficial Interest . The Trustees may, without Shareholder approval, authorize one or more classes of Shares (which classes may be divided into two or more series), with Shares of each such class or series having such par value and such preferences, voting powers, terms of redemption, if any, and special or relative rights or privileges (including conversion rights, if any) as the Trustees may determine. Subject to applicable law, the Trustees may, without Shareholder approval, authorize the Trust to issue subscription or other rights representing interests in Shares to existing Shareholders or other persons subject to such terms and conditions as the Trustees may determine. The number of Shares of each class or series authorized shall be unlimited, except as the Bylaws may otherwise provide, and the Shares so authorized may be represented in part by fractional shares. The Trustees may without Shareholder approval from time to time divide or combine the Shares of any class or series into a greater or lesser number without thereby changing the proportionate beneficial interest in the class or series.

C-5

ZEQ.=2,SEQ=55,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=744312,FOLIO='C-5',FILE='DISK132:[17ZAJ1.17ZAJ40901]LS40901A.;18',USER='HYUNG',CD='24-FEB-2017;13:56'

The Shares shall initially be divided into one class, a class of an unlimited number of common Shares, $0.001 par value per share (the "Common Shares"), having the powers, preferences, rights, qualifications, limitations and restrictions described below. The Trust may also, from time to time, issue a class of an unlimited number of preferred Shares (the "Preferred Shares"), having the powers, preferences, rights, qualifications, limitations and restrictions as the Trustees may determine.

Section 3.2. Ownership of Shares . The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent. Shares shall be evidenced by certificates or, at the election of a Shareholder, in book-entry form. Certificates shall be executed on behalf of the Trust by the President or a Vice President and by the Treasurer or Secretary. Such signatures may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Trust with the same effect as if such individual were such officer at the time of its issue. Subject to the foregoing, the trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to who are the Shareholders of each class and series and as to the number of Shares of each class and series held from time to time by each Shareholder.

C-6

ZEQ.=3,SEQ=56,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=394174,FOLIO='C-6',FILE='DISK132:[17ZAJ1.17ZAJ40901]LS40901A.;18',USER='HYUNG',CD='24-FEB-2017;13:56'

Section 3.3. Investments in the Trust . The Trustees shall accept investments in the Trust from such persons and on such terms and, subject to any requirements of law, for such consideration, which may consist of cash or tangible or intangible property or a combination thereof, as the Trustees may from time to time determine.

Section 3.4. Share Restrictions . Notwithstanding any provision herein to the contrary, but subject to the principles of Section 10.4, any purchase or transfer or purported purchase or transfer of Shares to any person whose holding of the Shares of the Trust may cause the Trust to incur a liability for any tax imposed under the Code that would not otherwise be imposed but for the purchase or transfer of the Shares to such person, shall be void ab initio . Any Shares purportedly transferred to or retained by such a person may, at the option of the Trust, be repurchased by the Trust at the lesser of market value or net asset value at the time of repurchase. A legend describing the foregoing restrictions may be placed on share certificates or in book entry, depending on whether the applicable Shares are issued in certificated or book entry form.

Section 3.5. No Preemptive Rights . Shareholders shall have no preemptive or other right to receive, purchase or subscribe for any additional Shares or other securities issued by the Trust.

Section 3.6. Derivative Claims . No Shareholder shall have the right to bring or maintain any action, proceeding or claim on behalf of the Trust or any series or class of Shares or Shareholders (a)(i) unless such Shareholder is a Shareholder at the time such action, proceeding or claim is commenced and such Shareholder continues to be a Shareholder throughout the duration of such action, proceeding or claim and (ii)(1) at the time of the transaction or event underlying such action, proceeding or claim, such Shareholder was a Shareholder or (2) such Shareholder's status as a Shareholder devolved upon the Shareholder by operation of law or pursuant to the terms of this Declaration from a person who was a Shareholder at the time of the transaction or event underlying such action, proceeding or claim and (b) without first making demand on the Trustees requesting the Trustees to bring or maintain such action, proceeding or claim and such demand has the support of Shareholders owning a majority of the outstanding class or series of Shares affected by the proposed action, proceeding or suit. Such demand shall not be excused under any circumstances, including claims of alleged interest on the part of the Trustees, unless the plaintiff makes a specific showing that irreparable non-monetary injury to the Trust or series or class of Shares or Shareholders would otherwise result. Such demand shall be mailed to the Secretary at the Trust's principal office and shall set forth with particularity the nature of the proposed action, proceeding or claim and the essential facts relied upon by the Shareholder to support the allegations made in the demand. The Independent Trustees (as that term is defined in the Bylaws) shall consider such demand. In their sole discretion, the Independent Trustees may submit the matter to a vote of Shareholders or a series or class of Shares, as appropriate. Any decision by the Independent Trustees to bring, maintain or settle such action, proceeding or claim, or to submit the matter to a vote of Shareholders, shall be binding upon all Shareholders who will be prohibited from maintaining separate competing actions, proceedings or suits on the same subject matter. Any decision by the Independent Trustees not to bring or maintain an action, proceeding or suit on behalf of the Trust or a series or class of Shares shall be subject to the right of the Shareholders to vote on whether or not such action, proceeding or suit should or should not be brought or maintained as a matter presented for Shareholder consideration pursuant to the provisions of the Bylaws; and the vote of Shareholders required to override the Independent Trustees' decision and to permit the Shareholder(s) to proceed with the proposed action, proceeding or suit shall be 75% of the outstanding class or series of Shares affected by the proposed action, proceeding or suit.

Section 3.7. Direct Claims . No series or class or group of Shareholders shall have the right to bring or maintain a direct action or claim for monetary damages against the Trust or the Trustees predicated upon an express or implied right of action under this Declaration or the 1940 Act, nor shall any single Shareholder, who is similarly situated to one or more other Shareholders with respect to the alleged injury, have the right to bring such an action, unless the series or class or group of

C-7

ZEQ.=4,SEQ=57,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=764992,FOLIO='C-7',FILE='DISK132:[17ZAJ1.17ZAJ40901]LS40901A.;18',USER='HYUNG',CD='24-FEB-2017;13:56'

Shareholders or Shareholder has obtained authorization from the Trustees to bring the action. The requirement of authorization shall not be excused under any circumstances, including claims of alleged interest on the part of the Trustees except only rights of action by Shareholders specifically authorized by Section 36(b) of the 1940 Act or other applicable law. A request for authorization shall be mailed to the Secretary of the Trust at the Trust's principal office and shall set forth with particularity the nature of the proposed action, proceeding or claim and the essential facts relied upon by the series or class or group of Shareholders or Shareholder to support the allegations made in the request. The Trustees shall consider such request. In their sole discretion, the Trustees may submit the matter to a vote of Shareholders of the Trust or series or class or group of Shares, as appropriate. Any decision by the Trustees to settle or to authorize such action, proceeding or claim, or to submit the matter to a vote of Shareholders, shall be binding upon the series or class or group of Shareholders or Shareholder seeking authorization who will be prohibited from maintaining separate competing actions, proceedings or suits on the same subject matter. Any decision by the Trustees not to authorize an action, proceeding or suit by a series or class or group of Shareholders shall be subject to the right of the Shareholders to vote on whether such action, proceeding or suit should or should not be brought or maintained as a matter presented for Shareholder consideration pursuant to the provisions of the Bylaws; and the vote of Shareholders required to override the Trustees decision and to permit the Shareholder(s) to proceed with the proposed action, proceeding or suit shall be a majority of the outstanding Shares, series or class or group which are affected by the proposed action, proceeding or suit. For purposes of this Section 3.7, the term "Shareholder" or "Shareholders" includes a former Shareholder or former Shareholders.

Section 3.8. Arbitration . Any disputes, claims or controversies brought by or on behalf of a Shareholder (which, for purposes of this Section 3.8, shall mean any Shareholder or any beneficial owner of Shares, or any former Shareholder or beneficial owner of Shares), either on his, her or its own behalf, on behalf of the Trust or on behalf of any series or class of Shares or Shareholders against the Trust or any Trustee, officer, investment advisor (including RMR Advisors or its successor), agent or employee of the Trust, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Declaration or the Bylaws (all of which are referred to as "Disputes") or relating in any way to such a Dispute or Disputes, may be subject to final and binding arbitration as provided in the Bylaws.

Section 3.9. Status of Shares and Limitation of Personal Liability . Shares shall be deemed to be personal property giving only the rights provided in this Declaration and the Bylaws. Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to the terms of this Declaration and the Bylaws and to have become a party hereto and thereto. The death of a Shareholder during the continuance of the Trust shall not operate to terminate the Trust nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but only to the rights of said decedent under this Trust. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust property or right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares afford Shareholders the status of partners of the Trust. For the avoidance of doubt, Shareholders shall have no rights, privileges, claims or remedies under any contract or agreement entered into by the Trust with any service provider or other agent to or contractor with the Trust, including, without limitation, any third party beneficiary rights, except as may be expressly provided in any such contract or agreement. Neither the Trust nor the Trustees, nor any officer, employee or agent of the Trust, shall have any power to bind personally any Shareholder, nor except as specifically provided herein or in the Bylaws to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay.

C-8

ZEQ.=5,SEQ=58,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=344926,FOLIO='C-8',FILE='DISK132:[17ZAJ1.17ZAJ40901]LS40901A.;18',USER='HYUNG',CD='24-FEB-2017;13:56'

ARTICLE IV THE TRUSTEES

Section 4.1. Number and Classes of Trustees; Term of Office; Qualifications of Trustees . The Trustees who are signatories to this Declaration on the date hereof, and such other persons as the Trustee or Trustees then in office shall elect, shall serve until the first meeting of Shareholders at which Trustees of his or her Class (as defined below) are elected and until his or her successor is elected and qualified, or until he or she sooner dies, resigns, retires, or is disqualified or removed from office. Any person serving as Trustee shall meet the criteria for office set forth from time to time in the Bylaws. Subject to the voting powers of one or more classes or series of Shares as set forth in the Bylaws, the number of Trustees shall be such number as shall be fixed from time to time by the Trustees; provided, however, that the number of Trustees shall in no event be less than three.

Annual meetings of Shareholders shall be held as specified in the Bylaws. The Trustees shall be classified, with respect to the time for which they severally hold office, into the following three classes (each a "Class"): Class III, whose term expires at the initial annual meeting; Class I, whose term expires at the next succeeding annual meeting after the initial annual meeting (the "second annual meeting"); and Class II, whose term expires at the next succeeding annual meeting after the second annual meeting. Each Class shall consist of at least one Trustee. At each annual meeting beginning with the initial annual meeting, the successors of the Class of Trustees whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting held in the third year following the year of their election, with each Trustee holding office until the expiration of the term of the relevant Class and the election and qualification of his or her successor, or until he or she sooner dies, resigns, retires, or is disqualified or removed from office.

The Trustees shall assign by resolution Trustees to each of the three Classes. The Trustees also may determine by resolution those Trustees in each Class that shall be elected by Shareholders of a particular class or series of Shares. If the number of Trustees is changed, any increase or decrease shall be apportioned among the Classes by resolution of the Trustees. No reduction in the number of Trustees shall have the effect of removing any Trustee from office prior to the expiration of his or her term unless the Trustee is specifically removed pursuant to Section 4.2 at the time of the decrease. Except as provided in this Section 4.1 or Section 4.2, Trustees shall be elected only at an annual meeting of Shareholders.

Section 4.2. Vacancies; Resignation; Removal . Vacancies on the Board of Trustees, whether resulting from an increase in the number of Trustees or otherwise, shall be filled in the manner provided in the Bylaws.

Any Trustee may resign or retire as a Trustee by an instrument in writing signed by him and delivered to the Secretary of the Trust, and such resignation or retirement shall be effective upon such delivery, or at a later date according to the terms of the instrument. Except as required by applicable law, a Trustee may be removed from office (a) for Cause (as hereinafter defined) only, and not without Cause, by the affirmative vote of all the remaining Trustees or (b) for Cause only, and not without Cause, by the action of at least 75% of the outstanding Shares of the classes or series of Shares entitled to vote for the election of such Trustee. A Trustee judged incompetent or for whom a guardian or conservator has been appointed shall be deemed to have resigned as of the date of such adjudication or appointment. Upon the resignation or removal of any Trustee, or his or her otherwise ceasing to be a Trustee, he or she shall execute and deliver such documents as the remaining Trustees shall require for the conveyance of any Trust property held in his or her name, shall account to the remaining trustees as they require for all property which he or she holds as Trustee and shall thereupon be discharged as Trustee. Upon the incapacity or death of any Trustee, his or her legal representative shall perform the acts set forth in the preceding sentence and the discharge mentioned therein shall

C-9

ZEQ.=6,SEQ=59,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=249636,FOLIO='C-9',FILE='DISK132:[17ZAJ1.17ZAJ40901]LS40901A.;18',USER='HYUNG',CD='24-FEB-2017;13:56'

run to such legal representative and to the incapacitated Trustee or the estate of the deceased Trustee, as the case may be. "Cause" for these purposes shall be as defined in the Bylaws.

Section 4.3. Effect of Death, Resignation, etc. of a Trustee . The death, declination, resignation, retirement, removal, disqualification or incapacity of the Trustees, or any one of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration. Until vacancies are filled, the remaining Trustee or Trustees (even though fewer than three) may exercise the powers of the Trustees hereunder.

Section 4.4. Powers . Subject to any express limitations contained in this Declaration or in the Bylaws, the business and affairs of the Trust shall be managed under the direction of the Board of Trustees and the Board of Trustees shall have full, exclusive and absolute power, control and authority over any and all property of the Trust. The Board of Trustees may take any action as in its sole judgment and discretion is necessary or appropriate to conduct the business and affairs of the Trust. This Declaration shall be construed with the presumption in favor of the grant of power and authority to the Board of Trustees. Any construction of this Declaration or determination made in good faith by the Board of Trustees concerning its powers and authority hereunder shall be conclusive. The enumeration and definition of particular powers of the Trustees included in this Declaration or in the Bylaws shall in no way be construed or deemed by inference or otherwise in any manner to exclude or limit the powers conferred upon the Board or the Trustees under the general laws of the State of Maryland or any other applicable laws.

Without limiting the foregoing, and in addition to the powers expressed or enumerated elsewhere in this Declaration, the Trustees may elect and remove such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number, and terminate, any one or more Committees consisting of one or more Trustees, including any one or more executive Committees which may, when the Trustees are not in session, exercise some or all of the power and authority of the Trustees as the Trustees may determine; appoint an advisory board, the members of which shall not be Trustees and need not be Shareholders; employ one or more custodians of the assets of the Trust and authorize such custodians to employ subcustodians and to deposit all or any part of the Trust's assets in a system or systems for the central handling of securities; retain a transfer agent or a shareholder servicing agent, or both; provide for the distribution of Shares by the Trust through one or more underwriters or otherwise; set record dates for the determination of Shareholders with respect to various matters; and delegate such authority as they consider desirable to any officer of the Trust, to any Committee and to any agent or employee of the Trust or to any such custodian or underwriter.

Without limiting the foregoing, the Trustees shall have power and authority, in the name and on behalf of the Trust, to take the following actions, or to cause the Trust to take the following actions in its own capacity, as applicable:

C-10

ZEQ.=7,SEQ=60,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=219077,FOLIO='C-10',FILE='DISK132:[17ZAJ1.17ZAJ40901]LS40901A.;18',USER='HYUNG',CD='24-FEB-2017;13:56' THIS IS THE END OF A COMPOSITION COMPONENT

TOC_END

C-11

ZEQ.=1,SEQ=61,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=483565,FOLIO='C-11',FILE='DISK132:[17ZAJ1.17ZAJ40901]LU40901A.;20',USER='HYUNG',CD='24-FEB-2017;11:59'

The Trustees shall not in any way be bound or limited by any present or future law or custom in regard to investments by trustees.

Any action to be taken by the Trustees may be taken within or without the State of Maryland.

Section 4.5. Advisory, Management and Distribution Services . The Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services with any corporation, trust, association or other Person (the "Manager"), every such contract to comply with such requirements and restrictions as may be set forth in the Bylaws and applicable law; and any such contract may provide for one or more sub-advisers or other agents who shall perform all or part of the obligations of the Manager under such contract and contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine, including, without limitation, authority to determine from time to time what investments shall be purchased, held, sold, or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust's investments. The Trustees may also, at any time and from time to time, contract with the Manager or any other corporation, trust, association or other Person, appointing it exclusive or nonexclusive distributor or underwriter for the Shares, every such contract to comply with such requirements and restrictions as may be set forth in the Bylaws and applicable law; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine.

The fact that:

shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholders.

ARTICLE V RESTRICTIONS ON TRANSFER AND OWNERSHIP OF SHARES

Section 5.1. Definitions . For the purpose of this Article V, the following terms shall have the following meanings:

"Affiliate" shall mean, with respect to any Person, another Person controlled by, controlling or under common control or common management with such Person.

"Beneficial Ownership" shall mean ownership of Equity Shares by a Person, whether the interest in Equity Shares is held directly or indirectly (including by a nominee), and shall include, but not be

C-12

ZEQ.=2,SEQ=62,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=643295,FOLIO='C-12',FILE='DISK132:[17ZAJ1.17ZAJ40901]LU40901A.;20',USER='HYUNG',CD='24-FEB-2017;11:59'

limited to, interests that would be treated as owned through the application of Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code. The terms "Beneficial Owner", "Beneficially Owns" and "Beneficially Owned" shall have the correlative meanings.

"Business Day" shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close.

"Charitable Beneficiary" shall mean one or more beneficiaries of the Charitable Trust as determined pursuant to Section 5.3.5, provided, that, each such organization shall be described in Section 501(c)(3) of the Code and contributions to each such organization shall be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code. If the Code shall cease to so define a charitable organization, "Charitable Beneficiary" shall mean an entity organized to do work for charitable purposes and not for profit.

"Charitable Trust" shall mean any trust provided for in Section 5.3.1.

"Charitable Trustee" shall mean each Person unaffiliated with the Trust and unaffiliated with the Prohibited Owner, that is appointed by a majority of the Trustees to serve as a trustee of a Charitable Trust.

"Constructive Ownership" shall mean ownership of Equity Shares by a Person, whether the interest in Equity Shares is held directly or indirectly (including by a nominee), and shall include any interests that would be treated as owned through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code or treated as beneficially owned under Rule 13d-3 under the Exchange Act. The terms "Constructive Owner", "Constructively Owns" and "Constructively Owned" shall have the correlative meanings.

"Equity Shares" shall mean all Shares of all classes and series, including, without limitation, Common Shares and Preferred Shares.

"Excepted Holder" shall mean a Shareholder for whom an Excepted Holder Limit is created by this Article V or by the Board of Trustees pursuant to Section 5.2.7.

"Excepted Holder Limit" shall mean, provided, that, and only so long as the affected Excepted Holder complies with all of the requirements established by the Board of Trustees pursuant to Section 5.2.7, the percentage limit established by the Board of Trustees.

"Investee" shall mean a Person whose shares or other equity are owned by the Trust.

"Market Price" on any date shall mean, with respect to any class or series of outstanding Equity Shares, the Closing Price for such Equity Shares on such date. The "Closing Price" on any date shall mean the last sale price for such Equity Shares, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such Equity Shares, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the NYSE Amex LLC or, if such Equity Shares are not listed or admitted to trading on the NYSE Amex LLC, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such Equity Shares are listed or admitted to trading or, if such Equity Shares are not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or, if such system is no longer in use, the principal other automated quotation system that may then be in use or, if such Equity Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such Equity Shares selected by the Trustees or, in

C-13

ZEQ.=3,SEQ=63,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=207842,FOLIO='C-13',FILE='DISK132:[17ZAJ1.17ZAJ40901]LU40901A.;20',USER='HYUNG',CD='24-FEB-2017;11:59'

the event that no trading price is available for such Equity Shares, the fair market value of Equity Shares, as determined in good faith by the Trustees.

"Ownership Limit" shall mean (a) with respect to the Common Shares, 9.8% (in value or vote, whichever is more restrictive) of the Common Shares outstanding at the time of determination, (b) with respect to any other class or series of Shares, 9.8% (in value or vote, whichever is more restrictive) of the Shares of such class or series outstanding at the time of determination and (c) 9.8% (in value or vote, whichever is more restrictive) of the aggregate of the outstanding Equity Shares.

"Prohibited Owner" shall mean any Person who, but for the provisions of Section 5.2.1, would Beneficially Own or Constructively Own Equity Shares in excess of the Ownership Limit, and if appropriate in the context, shall also mean any Person who would have been the record owner of Equity Shares that the Prohibited Owner would have so owned.

"REIT" shall mean a "real estate investment trust" within the meaning of Section 856 of the Code.

"Foreign REIT" shall mean a non-U.S.-organized company that seeks to qualify for certain tax or other benefits under the laws of any jurisdiction in which it is organized or operates.

"Transfer" shall mean any issuance, sale, transfer, gift, assignment, devise or other disposition, as well as any other event (or any agreement to take such actions or cause any such events) that causes any Person to acquire Beneficial Ownership or Constructive Ownership of Equity Shares or the right to vote or receive dividends on Equity Shares, including, without limitation, (a) the granting or exercise of any option (or any disposition of any option), (b) any disposition of any securities or rights convertible into or exchangeable for Equity Shares or any interest in Equity Shares or any exercise of any such conversion or exchange right and (c) Transfers of interests in other entities that result in changes in Beneficial Ownership or Constructive Ownership of Equity Shares; in each case, whether voluntary or involuntary, whether owned of record, Constructively Owned or Beneficially Owned and whether by operation of law or otherwise. The terms "Transferring" and "Transferred" shall have the correlative meanings.

Section 5.2. Equity Shares .

C-14

ZEQ.=4,SEQ=64,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=574522,FOLIO='C-14',FILE='DISK132:[17ZAJ1.17ZAJ40901]LU40901A.;20',USER='HYUNG',CD='24-FEB-2017;11:59'

C-15

ZEQ.=5,SEQ=65,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=874047,FOLIO='C-15',FILE='DISK132:[17ZAJ1.17ZAJ40901]LU40901A.;20',USER='HYUNG',CD='24-FEB-2017;11:59'

C-16

ZEQ.=6,SEQ=66,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=439406,FOLIO='C-16',FILE='DISK132:[17ZAJ1.17ZAJ40901]LU40901A.;20',USER='HYUNG',CD='24-FEB-2017;11:59'

Section 5.3. Transfer of Equity Shares in Trust .

C-17

ZEQ.=7,SEQ=67,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=916637,FOLIO='C-17',FILE='DISK132:[17ZAJ1.17ZAJ40901]LU40901A.;20',USER='HYUNG',CD='24-FEB-2017;11:59'

C-18

ZEQ.=8,SEQ=68,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=467224,FOLIO='C-18',FILE='DISK132:[17ZAJ1.17ZAJ40901]LU40901A.;20',USER='HYUNG',CD='24-FEB-2017;11:59' THIS IS THE END OF A COMPOSITION COMPONENT

TOC_END

C-19

ZEQ.=1,SEQ=69,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=548738,FOLIO='C-19',FILE='DISK132:[17ZAJ1.17ZAJ40901]LW40901A.;21',USER='HYUNG',CD='24-FEB-2017;11:59'

Section 5.4. Costs, Expenses and Compensation of Charitable Trustee and the Trust .

Section 5.5. NYSE Amex LLC Transactions and Contracts . Nothing in this Article V shall preclude the settlement of any transaction entered into through the facilities of the NYSE Amex LLC or any other national securities exchange or automated inter-dealer quotation system. The fact that the settlement of any transaction takes place shall not negate the effect of any other provision of this Article V and any transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Article V. Any affirmative vote or consent of the Trustees or Shareholders required by this Declaration shall be in addition to the vote or consent of Trustees or Shareholder

C-20

ZEQ.=2,SEQ=70,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=272963,FOLIO='C-20',FILE='DISK132:[17ZAJ1.17ZAJ40901]LW40901A.;21',USER='HYUNG',CD='24-FEB-2017;11:59'

required by law or by any agreement between the Trust and the NYSE Amex LLC or any other national securities exchange.

Section 5.6. Enforcement . The Trust is authorized specifically to seek equitable relief, including injunctive relief, to enforce the provisions of this Article V.

Section 5.7. Non-Waiver . No delay or failure on the part of the Trust or the Board of Trustees in exercising any right hereunder shall operate as a waiver of any right of the Trust or the Board of Trustees, as the case may be, except to the extent specifically waived in writing.

Section 5.8. Enforceability . If any of the restrictions on transfer of Shares contained in this Article V are determined to be void, invalid or unenforceable by any court of competent jurisdiction, then, to the fullest extent permitted by law, the Prohibited Owner may be deemed, at the option of the Trust, to have acted as an agent of the Trust in acquiring such Equity Shares and to hold such Equity Shares on behalf of the Trust.

Section 5.9. Continued Effect . The provisions of this Article V shall continue in full force and effect indefinitely, regardless of whether or not the Trust qualifies as a REIT.

ARTICLE VI SHAREHOLDERS' VOTING POWERS AND MEETINGS

Section 6.1. General . Except as otherwise provided in this Article VI or elsewhere in this Declaration, Shareholders shall have such power to vote as is provided for in, and shall and may hold meetings and take actions pursuant to, the provisions of the Bylaws.

Section 6.2. Voting Powers as to Certain Transactions . (a) Except as otherwise provided in Section 6.2(b), the affirmative vote or consent of at least a majority of the Trustees of the Trust then in office and, except where a different voting standard is required by the 1940 Act or any other applicable law, at least a majority of all the votes cast at a meeting of Shareholders duly called and at which a quorum is present (by class or series or in combination as may be established in the Bylaws or by the Trustees) shall be necessary to authorize any of the following actions:

C-21

ZEQ.=3,SEQ=71,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=391723,FOLIO='C-21',FILE='DISK132:[17ZAJ1.17ZAJ40901]LW40901A.;21',USER='HYUNG',CD='24-FEB-2017;11:59'

Section 6.3. Voting Rights . Subject to the provisions of any class or series of Shares then outstanding, the Shareholders shall be entitled to vote only on the following matters: (a) election of Trustees as provided in Section 4.1 and the removal of Trustees as provided in Section 4.2; (b) amendment of this Declaration as provided in Section 11.2; (c) conversion to an open-end company as provided in Section 6.4; (d) the matters provided for in Section 6.2; (e) such other matters required by the 1940 Act or any other applicable law to be approved by Shareholders; and (f) such other matters with respect to which the Board of Trustees has adopted a resolution declaring that a proposed action is advisable and directing that the matter be submitted to the Shareholders for approval or ratification. Except with respect to the matters set forth in clauses (a) through (e) of this Section 6.3, no action taken by the Shareholders at any meeting shall in any way bind the Board of Trustees.

Section 6.4. Conversion to Open-End Company . Notwithstanding any other provisions in this Declaration or the Bylaws, the conversion of the Trust or any class or series of Shares from a "closed-end company" to an "open-end company", as those terms are defined in Sections 5(a)(2) and 5(a)(1), respectively, of the Investment Company Act of 1940 (as in effect on the date of this Declaration), together with any necessary amendments to this Declaration to permit such a conversion, shall require the affirmative vote or consent of at least 75% of each class of Shares outstanding and entitled to vote on the matter and 75% of the Trustees then in office.

Section 6.5. Shareholder Meetings . Except as required by applicable law, actions by Shareholders which are required or permitted may only be taken at a meeting, and Shareholder meetings may only be called by the Trustees.

Section 6.6. Inspection of Records . Shareholders shall have no right under the Act to inspect the records of the Trust, including, without limitation, Shareholder lists, documents, accounts and books of the Trust. All Shareholders' requests to inspect the records of the Trust shall be submitted by Shareholders to the Trustees in writing. Upon receipt of such requests, the Trustees may establish procedures for such inspections. To preserve the integrity of the Trust's records, the Trustees may provide certified copies of Trust records rather than originals. The Trustees shall not be required to create records or obtain records from third parties to satisfy Shareholders' requests. The Trustees may require Shareholders to pay in advance or otherwise indemnify the Trust for the costs and expenses of Shareholders' inspection of records. Nothing in this Section 6.6 is intended nor shall be construed to permit Shareholders to inspect the records of the Trust except as may be permitted by the Trustees.

ARTICLE VII DISTRIBUTIONS AND DETERMINATION OF NET ASSET VALUE

Section 7.1. Distributions . The Trustees may each year, or more frequently if they so desire, but need not, authorize the Trust to distribute to the Shareholders of any or all classes or series of Shares such income and gains, accrued or realized, as the Trustees may determine, after providing for actual and accrued expenses and liabilities (including such reserves as the Trustees may establish) determined in accordance with good accounting practices and subject to the preferences, special or relative rights and privileges of the various classes or series of Shares. The Trustees shall have full discretion to determine which items shall be treated as income and which items as capital and their determination shall be binding upon the Shareholders. Distributions of income for each year or other period, if any be made, may be made in one or more payments, which shall be in Shares, in cash or otherwise and on a date or dates and as of a record date or dates determined by the Trustees. At any time and from time to time in their discretion, the Trustees may authorize the Trust to distribute to the Shareholders as of a record date or dates determined by the Trustees, in Shares, in cash or otherwise, all or part of any gains realized on the sale or disposition of property or otherwise, or all or part of any other principal of the Trust. Each distribution pursuant to this Section 7.1 to the Shareholders of a particular class or series shall be made ratably according to the number of Shares of such class or series held by

C-22

ZEQ.=4,SEQ=72,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=188793,FOLIO='C-22',FILE='DISK132:[17ZAJ1.17ZAJ40901]LW40901A.;21',USER='HYUNG',CD='24-FEB-2017;11:59'

the several Shareholders on the applicable record date thereof, provided, that, no distribution need be made on Shares purchased pursuant to orders received, or for which payment is made, after such time or times as the Trustees may determine. Any such distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with Section 7.2, or at such other value as may be specified by the Bylaws or as the Trustees may from time to time determine, subject to applicable laws and regulations then in effect.

Section 7.2. Determination of Net Asset Value . The net asset value per share of each class and each series of Shares of the Trust shall be determined in accordance with the 1940 Act and any related procedures adopted by the Trustees from time to time. Determinations made under and pursuant to this Section 7.2 in good faith shall be binding on all parties concerned.

ARTICLE VIII DUTIES, LIABILITY LIMITATION, INDEMNIFICATION, TRANSACTIONS WITH THE TRUST AND IMPACT OF CORPORATE LAW

Section 8.1. Generally . The duties of the Trustees shall be as provided by this Declaration. Each Trustee shall exercise such rights and powers vested in the Trustees by the Act, this Declaration and the Bylaws in good faith, in a manner that the Trustee reasonably believes to be in the best interests of the Trust, and with the care that an ordinarily prudent person in a like position would use under similar circumstances. A Trustee's act, or failure to act, shall be presumed to satisfy the standards set forth in the preceding sentence. No Trustee shall have or be deemed to have any fiduciary or other duty to the Trust, any Shareholder, any Trustee, or any other person, except for such duties expressly provided by this Declaration or in the 1940 Act. The provisions of this Declaration, to the extent that they restrict or otherwise limit the duties and liabilities of the Trustees otherwise existing under applicable law are agreed by the parties hereto to replace such other duties and liabilities of the Trustees.

Section 8.2. Limitation of Trustee Liability . The Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, adviser, sub-adviser, manager or underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee. To the maximum extent permitted by Maryland law in effect from time to time permits the limitation of the liability of trustees and officers of a statutory trust, no present or former Trustee or officer of the Trust shall be liable to the Trust or to any Shareholder for money damages. Nothing herein contained shall protect any Trustee or officer against any liability to which he or she would otherwise be subject by reason of his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the conduct of his or her required duties. Every note, bond, contract, instrument, certificate, Share or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been executed or done only in or with respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall not be personally liable thereon.

Section 8.3. Indemnification of Shareholders . In the event that any Shareholder or former Shareholder shall be held to be personally liable solely by reason of his or her being or having been a Shareholder and not because of his or her acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or, in the case of a corporation or other entity, its corporate or other general successor) shall be indemnified by the Trust out of the Trust's property against all loss and expense arising from such liability.

Section 8.4. Indemnification of Trustees, Officers etc . To the maximum extent permitted by Maryland law in effect from time to time, the Trust may indemnify a Trustee or officer (including persons who serve at the Trust's request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a

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"Covered Person") against all liabilities and expenses, including, without limitation, amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office. Expenses, including counsel fees incurred by any such Covered Person, may be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VIII.

Section 8.5. Indemnification Not Exclusive . The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any such Covered Person may be entitled. As used in this Article VIII, the term "Covered Person" shall include such person's heirs, executors and administrators. Nothing contained in this Article VIII shall affect any rights to indemnification to which personnel of the Trust, other than Trustees and officers, and other persons may be entitled by contract or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of such person; provided, however, that the Trust shall not purchase or maintain any such liability insurance in contravention of applicable law.

Section 8.6. Transactions Between the Trust and its Trustees, Officers, Employees and Agents .

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Section 8.7. General Corporation Law . To the fullest extent permitted by applicable law, the establishment of Trustees limitation of liability as set forth in Section 8.2 and the providing of indemnity or contracting with related parties described in this Article VIII in accordance with terms and procedures not materially less favorable to the Trust than the maximum discretion and maximum indemnification permitted by the Maryland General Corporation Law (as in effect at the time such provision was adopted or such contract or transaction was entered into or as it may thereafter be in effect) shall be deemed to have satisfied the criteria set forth in this Article VIII; but nothing herein is intended to require that the terms and procedures established by the Maryland General Corporation Law shall be required to limit liability, to provide indemnification or for contracting as set forth in this Article VIII.

Section 8.8. Right of Trustees, Officers, Employees and Agents to Own Shares or Other Property and to Engage in Other Business . Subject to any restrictions which may be adopted by the Trustees in the Bylaws or otherwise, any Trustee or officer, employee or agent of the Trust may acquire, own, hold and dispose of Shares in the Trust, for his or her individual account, and may exercise all rights of a Shareholder to the same extent and in the same manner as if he or she were not a Trustee or officer, employee or agent of the Trust. Any Trustee or officer, employee or agent of the Trust may, in his or her personal capacity or in the capacity of trustee, officer, director, stockholder, partner, member, advisor or employee of any Person or otherwise, have business interests and engage in business activities similar to or in addition to those relating to the Trust, which interests and activities may be similar to and competitive with those of the Trust and may include the investing in securities of real estate or other companies or in other interests in Persons engaged in real estate or other businesses. Each Trustee, officer, employee and agent of the Trust shall be free of any obligation to present to the Trust any investment opportunity which comes to him or her in any capacity other than solely as Trustee, officer, employee or agent of the Trust even if such opportunity is of a character which, if presented to the Trust, could be taken by the Trust. Any Trustee or officer, employee or agent of the Trust may be interested as trustee, officer, director, stockholder, partner, member, advisor or employee of, or otherwise have a direct or indirect interest in: (a) any Person who may be engaged to render advice or services to the Trust, (b) any Person in which the Trust has invested or may invest, (c) any Person from which the Trust has purchased or may purchase securities or other property and (d) any Person to which the Trust has sold or may sell securities or other property; and such Trustee, officer, employee or agent of the Trust may receive compensation from such other Person as well as compensation as Trustee, officer, employee or agent or otherwise hereunder. None of these activities shall be deemed to conflict with his or her duties and powers as Trustee or officer, employee or agent of the Trust.

Section 8.9. Indemnification of the Trust . To the fullest extent permitted by law, each Shareholder will be liable to the Trust for, and indemnify and hold harmless the Trust (and any subsidiaries or affiliates thereof) from and against, all costs, expenses, penalties, fines or other amounts, including without limitation, reasonable attorneys' and other professional fees, whether third party or internal, arising from such Shareholder's breach or failure to fully comply with any covenant, condition or provision of this Declaration or the Bylaws or any action against the Trust in which such

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Shareholder is not the prevailing party, and shall pay such amounts on demand, together with interest on such amounts, which interest will accrue at the lesser of the Trust's highest marginal borrowing rate, per annum compounded, and the maximum amount permitted by law, from the date such costs or the like are incurred until the receipt of payment.

Section 8.10. Trustees, Shareholders, etc. Not Personally Liable; Notice . All persons extending credit to, contracting with or having any claim against the Trust or a particular series or class of Shares shall look only to the assets of the Trust or the assets of that particular series or class of Shares for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any of the Trust's officers, employees or agents, whether past, present or future, shall be personally liable therefor.

Section 8.11. Trustees and Officers Good Faith Action, Expert Advice, No Bond or Surety . The exercise by the Trustees of their powers and discretions hereunder shall be binding upon everyone interested. A Trustee or officer shall be liable for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee or officer, and for nothing else, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees or officers may take advice of counsel or other experts with respect to the meaning and operation of this Declaration, and shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. The Trustees and officers shall not be required to give any bond as such, nor any surety if a bond is required.

Section 8.12. Liability of Third Persons Dealing with Trustees . No person dealing with the Trustees shall be bound to make any inquiry concerning the validity of any transaction made or to be made by the Trustees or to see to the application of any payments made or property transferred to the Trust or upon its order.

ARTICLE IX REGULATORY COMPLIANCE AND DISCLOSURE

Section 9.1. Actions Requiring Regulatory Compliance Implicating the Trust . If any Shareholder (whether individually or constituting a group, as determined by the Board of Trustees), by virtue of such Shareholder's ownership interest in the Trust or actions taken by the Shareholder affecting the Trust, triggers the application of any requirement or regulation of any federal, state, municipal or other governmental or regulatory body on the Trust or any subsidiary (as defined below) of the Trust or any of their respective businesses, assets or operations, including, without limitation, any obligations to make or obtain a Governmental Action (as defined below), such Shareholder shall promptly take all actions necessary and fully cooperate with the Trust to ensure that such requirements or regulations are satisfied without restricting, imposing additional obligations on or in any way limiting the business, assets, operations or prospects of the Trust or any subsidiary of the Trust. If the Shareholder fails or is otherwise unable to promptly take such actions so to cause satisfaction of such requirements or regulations, the Shareholder shall promptly divest a sufficient number of shares of the Trust necessary to cause the application of such requirement or regulation to not apply to the Trust or any subsidiary of the Trust. If the Shareholder fails to cause such satisfaction or divest itself of such sufficient number of shares of the Trust by not later than the 10th day after triggering such requirement or regulation referred to in this Section 9.1, then any shares of the Trust beneficially owned by such Shareholder at and in excess of the level triggering the application of such requirement or regulation shall be deemed to constitute shares held in excess of the Ownership Limit set forth in Article V and be subject to the provisions of Article V and any actions triggering the application of such a requirement or regulation may be deemed by the Trust to be of no force or effect. Moreover, if the Shareholder who triggers the application of any regulation or requirement fails to satisfy the requirements or regulations or to take curative actions within such 10 day period, the Trust may take all other actions which the Board of

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Trustees deems appropriate to require compliance or to preserve the value of the Trust's assets; and the Trust may charge the offending Shareholder for the Trust's costs and expenses as well as any damages which may result to the Trust. For purposes of this Article IX, (a) "Governmental Action" shall mean the consent, approval or other action of any federal, state, municipal or other governmental or regulatory body and (b) "subsidiary" shall include, with respect to a person, any corporation, partnership, joint venture or other entity of which such person (A) owns, directly or indirectly, 10% or more of the outstanding voting securities or other interests or (B) has a person designated by such person serving on, or a right, contractual or otherwise, to designate a person, so to serve on, the board of directors (or analogous governing body).

Section 9.2. Compliance With Law . Shareholders shall comply with all applicable requirements of federal and state laws, including all rules and regulations promulgated thereunder, in connection with such Shareholder's ownership interest in the Trust and all other laws which apply to the Trust or any subsidiary of the Trust or their respective businesses, assets or operations and which require action or inaction on the part of the Shareholder.

Section 9.3. Limitation on Voting Shares or Proxies . Without limiting the provisions of Section 9.1, if a Shareholder (whether individually or constituting a group, as determined by the Board of Trustees), by virtue of such Shareholder's ownership interest in the Trust or its receipt or exercise of proxies to vote Shares owned by other Shareholders, would not be permitted to vote the Shareholder's Shares or proxies for Shares in excess of a certain amount pursuant to applicable law but the Board of Trustees determines that the excess Shares or Shares represented by the excess proxies are necessary to obtain a quorum, then such Shareholder shall not be entitled to vote any such excess Shares or proxies, and instead such excess Shares or proxies may, to the fullest extent permitted by law, be voted by the RMR Advisors (or by another person designated by the Trustees) in proportion to the total Shares otherwise voted on such matter.

Section 9.4. Representations, Warranties and Covenants Made to Governmental or Regulatory Bodies . To the fullest extent permitted by law, any representation, warranty or covenant made by a Shareholder with any governmental or regulatory body in connection with such Shareholder's interest in the Trust or any subsidiary of the Trust shall be deemed to be simultaneously made to, for the benefit of and enforceable by, the Trust and any applicable subsidiary of the Trust.

Section 9.5. Board of Trustees' Determinations . The Board of Trustees shall be empowered to make all determinations regarding the interpretation, application, enforcement and compliance with any matters referred to or contemplated by this Article IX.

ARTICLE X MISCELLANEOUS

Section 10.1. Duration and Termination of Trust . Unless terminated as provided in Article VI, the Trust shall continue without limitation of time. Upon termination of the Trust, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated of the Trust, as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets to distributable form in cash or shares or other property, and distribute the proceeds to the Shareholders ratably according to the number of Shares and according to the series or class held by the several Shareholders on the date of termination. Any series or class of Shares other than Common Shares may be terminated or redeemed by the Trust pursuant to terms established by the Trustees or in the Bylaws. A termination or redemption of Common Shares shall be considered a liquidation or termination of the Trust and shall only be accomplished pursuant to the terms established in Article VI, provided, however, a partial redemption or termination of Common Shares of up to 10% of the number of Common Shares outstanding in any 12 month period (the 10% amount being determined on the day before the first redemption or termination in each such 12 month period) may be accomplished by the Trust pursuant to a vote of 75% of the Trustees then in office.

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Section 10.2. Filing of Copies, References, Headings. The original or a copy of this instrument and of each amendment hereto shall be kept at the office of the Trust, where it may be inspected by any Shareholder. Each amendment hereto shall become effective when such amendment is authorized pursuant to the provisions hereto unless a later date is specified. Anyone dealing with the Trust may rely on a certificate by an officer of the Trust as to whether or not any such amendments have been made and as to any matters in connection with the Trust hereunder; and, with the same effect as if it were the original, may rely on a copy certified by an officer of the Trust to be a copy of this instrument or of any such amendments. In this instrument and in any such amendment, references to this instrument, and all expressions like "herein", "hereof", and "hereunder", shall be deemed to refer to this instrument as amended or affected by any such amendments. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction or effect of this instrument. This instrument may be executed in any number of counterparts, each of which shall be deemed an original.

Section 10.3. Applicable Law. This Declaration is created under and is to be governed by and construed and administered according to the laws of the State of Maryland; provided, however, that notwithstanding the provisions of Section 12-102(a) of the Act, to the maximum extent permitted by applicable law, no law of the State of Maryland (whether common, statutory, or other law) pertaining to trusts, if and to the extent inconsistent with the provisions of this Declaration, shall be applicable to the Trust or the parties to this Declaration. The Trust is a Maryland statutory trust, and, without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust and the Trustees may excise all powers which are ordinarily exercised by trustees of such a trust.

Section 10.4. Trust Only. It is the intention of the Trustees to create only the relationship of Trustee and beneficiary between the Trustees and each Shareholder from time to time. It is not the intention of the Trustees to create a general partnership, limited partnership, joint stock association, corporation, bailment or any form of legal relationship other than a trust. Nothing in this Declaration shall be construed to make the Shareholders, either by themselves or with the Trustees, partners or members of a joint stock association. Nothing in this Declaration, however, shall prevent the Trust from being a corporation or association for tax purposes.

Section 10.5. Address of the Trust and Trustees; Agent for Service of Process. The name of the resident agent of the Trust in the State of Maryland is CSC-Lawyers Incorporation Service Company, whose address is 7 St. Paul St. Suite 820, Baltimore, MD 21202. The resident agent is a Maryland corporation. The principal office of the Trust in the State of Maryland is c/o CSC-Lawyers Incorporation Service Company, 7 St. Paul St. Suite 820, Baltimore, MD 21202. The Trust may have other offices and may change its principal office address by vote of its Trustees. The offices of the Trust and the Trustees, including the principal office, may be located within or outside Maryland.

ARTICLE XI AMENDMENTS, BYLAWS AND CONSTRUCTION

Section 11.1. Amendments by Trustees. Amendments to this Declaration for the purpose of (a) changing the name of the Trust, (b) changing the domicile of the Trust without changing the substance of this Declaration (other than changes made in light of any such change in domicile which the Board of Trustees determines appropriate) or (c) supplying any omission, curing any ambiguity, correcting any defective or inconsistent provision or error or clarifying the meaning and intent of this Declaration, may be made at any time by the Board of Trustees, in its sole discretion, without Shareholder approval. Amendments to the Certificate of Trust for any purpose may be made at any time by the Board of Trustees without Shareholder approval.

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Section 11.2. Amendments by Shareholders and Trustees.

Section 11.3. Bylaws. The Board of Trustees may adopt, amend, change or repeal Bylaws which shall govern the conduct of business by this Trust. Except as they may directly contradict provisions of this Declaration, the Bylaws may implement and interpret this Declaration.

Section 11.4. Construction. If any provision of this Declaration is determined to be unlawful by a court or regulatory body of competent jurisdiction, the remainder of this Declaration shall remain in full force and effect and the offending provision shall be construed to achieve the purpose of the offending provision to the extent legally possible. The re-construction of an unlawful provision shall be made by the Board of Trustees, or, in the absence of action by the Board of Trustees, by the court or regulatory body which determined the provision to be unlawful.

[signature page follows]

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IN WITNESS HEREOF, the undersigned being all the Trustees of the Trust have executed this instrument as of the date first written above.

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

John L. Harrington
Joseph L. Morea
Adam D. Portnoy
Barry M. Portnoy
Jeffrey P. Somers

end of user-specified TAGGED TABLE

BLANK LINE TO FORCE PARA

[signature page to Declaration of Trust of RMR Real Estate Income Fund]

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Exhibit D

FORM OF BYLAWS

RMR REAL ESTATE INCOME FUND

(Dated as , 20 )

ARTICLE I

AGREEMENT AND DECLARATION OF TRUST

1.1 Agreement and Declaration of Trust . These Bylaws shall be subject to the Agreement and Declaration of Trust, as amended or restated from time to time (the "Declaration of Trust"), of RMR Real Estate Income Fund, a Maryland statutory trust (the "Trust"). Capitalized terms used in these Bylaws and not otherwise defined herein shall have the meanings given to such terms in the Declaration of Trust.

ARTICLE II

TRUSTEES

2.1 General Powers; Qualifications; Trustees Holding Over . The business and affairs of the Trust shall be managed under the direction of its Board of Trustees. A Trustee shall be an individual at least 21 years of age who is not under legal disability. To qualify for nomination or election as a Trustee, an individual, at the time of nomination and election, shall, without limitation, (a) have substantial expertise or experience relevant to the business of the Trust and its subsidiaries (as defined in Section 8.12(f)(iii)), (b) not have been convicted of a felony and (c) meet the qualifications of an Independent Trustee or a Managing Trustee, each as defined in Section 2.2, as the case may be, depending upon the position for which such individual may be nominated and elected. In case of failure to elect Trustees at an annual meeting of Shareholders, the incumbent Trustees shall hold over and continue to direct the management of the business and affairs of the Trust until they may resign or until their successors are elected and qualify.

2.2 Independent Trustees and Managing Trustees . A majority of the Trustees holding office shall at all times be Independent Trustees; provided, however, that upon a failure to comply with this requirement as a result of the creation of a temporary vacancy, whether as a result of enlargement of the Board of Trustees or the resignation, removal or death of a Trustee who is an Independent Trustee, such requirement shall not be applicable. An "Independent Trustee" is one who is not an employee of the investment adviser of the Trust, who is not involved in the Trust's day-to-day activities, who is not an "interested person" of the Trust (as defined in the 1940 Act), except for the fact of his or her being a Trustee, and who meets the qualifications of an independent director under the applicable rules of each stock exchange upon which shares of the Trust are listed for trading and the Securities and Exchange Commission (the "SEC"), as those requirements may be amended from time to time. If the number of Trustees, at any time, is set at less than five, at least one Trustee shall be a Managing Trustee. So long as the number of Trustees shall be five or greater, at least two Trustees shall be Managing Trustees. "Managing Trustees" shall mean Trustees who are not Independent Trustees and who have been employees, officers or directors of the investment adviser of the Trust or involved in the day-to-day activities of the Trust during the one year prior to their election. If at any time the Board of Trustees shall not be comprised of a majority of Independent Trustees or shall not have the requisite number of Managing Trustees, the Board of Trustees shall take such actions as will cure the applicable condition; provided that the fact that the Board of Trustees does not have a majority of Independent Trustees or requisite number of Managing Trustees, as the case may be, or has not taken such action at any time or from time to time shall not affect the validity of any action taken by the Board of Trustees.

D-1

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2.3 Number of Trustees . The number of Trustees shall be initially set at five. Each of the Trustees shall be designated as a Class I, Class II or Class III Trustee as required by the Declaration of Trust. The number of Trustees constituting the entire Board of Trustees may be increased or decreased from time to time only by a vote of the Board of Trustees; provided, however, that the tenure of office of a Trustee shall not be affected by any decrease in the number of Trustees; provided, further, that the number of Trustees shall not be less than three.

2.4 Regular Meetings . Regular meetings of the Board of Trustees may be held without call or notice at such places and at such times as the Trustees may from time to time determine; provided that notice of the first regular meeting following any such determination shall be given to absent Trustees.

2.5 Special Meetings . Special meetings of the Board of Trustees may be called at any time by any Managing Trustee, the President or pursuant to the request of any two Trustees then in office. The person or persons authorized to call special meetings of the Board of Trustees may fix any place, either within or without the State of Maryland, as the place for holding any special meeting of the Board of Trustees called by them.

2.6 Notice . Notice of any special meeting shall be given by written notice delivered personally or by electronic mail, telephoned, facsimile transmitted, overnight couriered (with proof of delivery) or mailed to each Trustee at his or her business or residence address. Personally delivered, telephoned, facsimile transmitted or electronically mailed notices shall be given at least 24 hours prior to the meeting. Notice by mail shall be deposited in the U.S. mail at least 72 hours prior to the meeting. If mailed, such notice shall be deemed to be given when deposited in the U.S. mail properly addressed, with postage thereon prepaid. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Trust by the Trustee. Telephone notice shall be deemed given when the Trustee is personally given such notice in a telephone call to which he is a party. Facsimile transmission notice shall be deemed given upon completion of the transmission of the message to the number given to the Trust by the Trustee and receipt of a completed answer back indicating receipt. If sent by overnight courier, such notice shall be deemed given when delivered to the courier. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Trustees need be stated in the notice, unless specifically required by statute or these Bylaws.

2.7 Quorum . A majority of the Trustees shall constitute a quorum for transaction of business at any meeting of the Board of Trustees; provided that, if less than a majority of such Trustees are present at a meeting, a majority of the Trustees present may adjourn the meeting from time to time without further notice. The Trustees present at a meeting of the Board of Trustees which has been duly called and convened and at which a quorum was established may continue to transact business until adjournment, notwithstanding the withdrawal of a number of Trustees resulting in less than a quorum then being present at the meeting. Whether or not a Trustee votes on a matter at a meeting which he or she attends, he or she will nonetheless be considered present for purposes of establishing a quorum to consider the matter.

2.8 Voting . The action of the majority of the Trustees present at a meeting at which a quorum is or was present shall be the action of the Board of Trustees, unless the concurrence of a greater proportion is required for such action by specific provision of an applicable statute, the Declaration of Trust or these Bylaws. If enough Trustees have withdrawn from a meeting to leave fewer than are required to establish a quorum, but the meeting is not adjourned, the action of the majority of that number of Trustees necessary to constitute a quorum at such meeting shall be the action of the Board of Trustees, unless the concurrence of a greater proportion is required for such action by applicable law, the Declaration of Trust or these Bylaws.

2.9 Telephonic Meetings . Except as required by the 1940 Act or other applicable law, attendance at Board of Trustees meetings may be in person or by a teleconference or other

D-2

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communications medium by means of which all persons participating in the meeting can hear and speak with each other.

2.10 Action by Written Consent . Unless specifically otherwise provided in the Declaration of Trust, any action required or permitted to be taken at any meeting of the Board of Trustees may be taken without a meeting, if a majority of the Trustees shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the records of the Trust and shall have the same force and effect as the affirmative vote of such Trustees at a duly held meeting of the Board of Trustees at which a quorum was present.

2.11 Waiver of Notice . The actions taken at any meeting of the Trustees, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the Trustees not present waives notice, consents to the holding of such meeting or approves the minutes thereof.

2.12 Vacancies . If for any reason any or all the Trustees cease to be Trustees, such event shall not terminate the Trust or affect these Bylaws or the powers of the remaining Trustees hereunder (even if fewer than three Trustees remain). Subject to the requirements of the 1940 Act or other applicable law, any vacancies in the Board of Trustees, including vacancies resulting from increases in the number of Trustees or otherwise, shall be filled by a majority of the Trustees then in office, whether or not sufficient to constitute a quorum, or by a sole remaining Trustee; provided, however, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees elected by that class or series or the sole remaining Trustee elected by that class or series may fill any vacancy among the number of Trustees elected by that class or series. A Trustee elected by the Trustees to fill any vacancy occurring in the Board of Trustees, whether occurring due to an increase in size of the Board of Trustees or by the death, resignation or removal of any Trustee, shall serve until the next annual meeting of Shareholders at which such Trustee's Class shall be elected and qualifies; subject, however, to prior death, resignation, retirement, disqualification or removal from office. Any Trustee elected by Shareholders at an annual meeting to fill any vacancy occurring in the Board of Trustees, whether occurring due to an increase in size of the Board of Trustees or by the death, resignation or removal of any Trustee, that has arisen since the preceding annual meeting of Shareholders (which vacancy has not been filled by election of a new Trustee by the Trustees) shall hold office for a term which coincides with the remaining term of the Class of Trustee to which such office was previously assigned. Any person elected or appointed as a Trustee shall meet the criteria for office set forth from time to time in these Bylaws.

2.13 Compensation . The Trustees shall be entitled to receive such reasonable compensation for their services as Trustees as the Trustees may determine from time to time. Trustees may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Trustees or of any committee thereof; and for their expenses, if any, in connection with each property visit and any other service or activity performed or engaged in as Trustees. The Trustees shall be entitled to receive remuneration for services rendered to the Trust in any other capacity, and such services may include, without limitation, services as an officer of the Trust, services as an employee of RMR Advisors, legal, accounting or other professional services, or services as a broker, transfer agent or underwriter, whether performed by a Trustee or any person affiliated with a Trustee.

2.14 Reliance . Each Trustee, officer, employee and agent of the Trust shall, in the performance of his or her duties with respect to the Trust, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, prepared or presented by an officer or employee of the Trust or by RMR Advisors, accountants, appraisers or other experts or consultants selected by the Board of Trustees or officers of the Trust, regardless of whether such counsel or expert may also be a Trustee.

D-3

ZEQ.=3,SEQ=83,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=282544,FOLIO='D-3',FILE='DISK132:[17ZAJ1.17ZAJ40901]MC40901A.;11',USER='HYUNG',CD='24-FEB-2017;11:59'

2.15 Qualifying Shares Not Required . Trustees need not be Shareholders.

2.16 Emergency Provisions . Notwithstanding any other provision in the Declaration of Trust or these Bylaws, this Section 2.16 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Trustees under Article II cannot readily be obtained (an "Emergency"). During any Emergency, unless otherwise provided by the Board of Trustees, (a) a meeting of the Board of Trustees may be called by any Managing Trustee or officer of the Trust by any means feasible under the circumstances and (b) notice of any meeting of the Board of Trustees during such an Emergency may be given less than 24 hours prior to the meeting to as many Trustees and by such means as it may be feasible at the time, including publication, television or radio.

2.17 Interested Trustee Transactions . Section 2-419 of the Maryland General Corporation Law (the "MGCL") (or any successor statute) shall be available for and apply to any contract or other transaction between the Trust and any of its Trustees or between the Trust and any other trust, corporation, firm or other entity in which any of its Trustees is a trustee or director or has a material financial interest.

2.18 Removal for Cause . For purposes of the provisions in the Declaration of Trust regarding the removal of a Trustee, "Cause" shall mean, with respect to any particular Trustee, conviction of a felony or a final judgment of a court of competent jurisdiction holding that such Trustee caused demonstrable, material harm to the Trust through bad faith or active and deliberate dishonesty.

ARTICLE III

OFFICERS

3.1 Enumeration; Qualification . The officers of the Trust shall be a President, a Treasurer, a Secretary, and such other officers, if any, as the Trustees from time to time may in their discretion elect. The Trust may also have such agents as the Trustees from time to time may in their discretion appoint. Any two or more offices may be held by the same person.

3.2 Election . The President, the Treasurer, and the Secretary shall be elected annually by the Trustees. Other officers, if any, may be elected or appointed by the Trustees at any time. Vacancies in any office may be filled by the Board of Trustees at any time.

3.3 Tenure . Officers of the Trust shall hold office until their respective successors are chosen and qualified, or in each case until he or she sooner dies, resigns, is removed with or without cause or becomes disqualified. Each agent of the Trust shall retain authority at the pleasure of the Trustees.

3.4 Powers . Subject to the other provisions of these Bylaws, each officer of the Trust shall have, in addition to the duties and powers herein and in the Declaration of Trust set forth, such duties and powers as the Board of Trustees may from time to time designate.

3.5 Chairman; President; Vice President . Unless the Trustees otherwise provide, the Chairman of the Trustees or, if there is none or in the absence of the Chairman, the President shall preside at all meetings of the Shareholders and of the Trustees. Alternatively, the Trustees may designate one Trustee or another officer of the Trust to preside at such meetings. Any Vice President shall have such duties and powers as may be designated from time to time by the Trustees or the President.

3.6 Treasurer; Assistant Treasurer . The Treasurer shall be the chief financial and chief accounting officer of the Trust, and shall, subject to any arrangement made by the Trustees with a custodian, investment adviser, sub-adviser, manager, or transfer, shareholder servicing or similar agent, be in charge of the valuable papers, books of account and accounting records of the Trust, and shall have such other duties and powers as may be designated from time to time by the Trustees or by the President. Any Assistant Treasurer shall have such duties and powers as may be designated from time to time by the Trustees, the President or the Treasurer.

D-4

ZEQ.=4,SEQ=84,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=1040311,FOLIO='D-4',FILE='DISK132:[17ZAJ1.17ZAJ40901]MC40901A.;11',USER='HYUNG',CD='24-FEB-2017;11:59'

3.7 Secretary; Assistant Secretary . The Secretary (or his or her designee) shall record all proceedings of the Shareholders and the Trustees in books to be kept therefor, which books or a copy thereof shall be kept at the principal office of the Trust. In the absence of the Secretary from any meeting of Shareholders or Trustees, an Assistant Secretary, or if there be none or if he or she is absent, a temporary secretary chosen at such meeting shall record the proceedings thereof in the aforesaid books. Any Assistant Secretary shall have such duties and powers as may be designated from time to time by the Trustees, the President or the Secretary.

3.8 Removal and Resignations . Any officer or agent of the Trust may be removed by the Trustees at any time. Any officer of the Trust may resign at any time by giving written notice of his or her resignation to the Trustees, the Chairman of the Trustees, the President or the Secretary. Any resignation shall take effect at any time specified therein or, if the time when it shall become effective is not specified therein, immediately upon its receipt. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation.

ARTICLE IV

COMMITTEES

4.1 Appointment . The powers, duties and responsibilities of the Trustees maybe delegated to one or more Committees. Trustees, officers or agents of the Trust may serve on Committees, but all Committees shall have at least one Trustee who will serve as Chairman of the Committee. Committees shall have the powers, duties and responsibilities as may be assigned to them by the Trustees. The Trustees may delegate any of the powers of the Trustees to Committees appointed under this Section 4.1 and composed solely of Trustees, except as prohibited by law.

4.2 Meetings; Notice . Notice of Committee meetings shall be given in the same manner as notice for special meetings of the Board of Trustees. One-third, but not less than one, of the members of any Committee shall be present in person at any meeting of a Committee in order to constitute a quorum for the transaction of business at a meeting, and the act of a majority present at a meeting at the time of a vote if a quorum is then present shall be the act of a Committee. The Chairman of the Committee shall fix the time and place of a Committee's meetings unless the Board of Trustees shall otherwise provide.

4.3 Telephonic Meetings . Except as required by the 1940 Act or other applicable law, attendance at Committee meetings may be in person or by a teleconference or other communications medium by means of which all persons participating in the meeting can hear and speak with each other.

4.4 Action by Written Consent of Committees . Any action required or permitted to be taken at any meeting of a Committee may be taken without a meeting, if a consent in writing to such action is signed by a majority of the Committee and such written consent is filed with the minutes of proceedings of such Committee.

4.5 Vacancies . Subject to the provisions hereof, the Board of Trustees shall have the power at any time to change the membership of any Committee, to fill all vacancies, to designate alternate members to replace any absent or disqualified member or to dissolve any such Committee.

ARTICLE V

FISCAL YEAR

5.1 General . Except as from time to time otherwise provided by the Trustees, the fiscal year of the Trust shall be a calendar year.

D-5

ZEQ.=5,SEQ=85,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=504874,FOLIO='D-5',FILE='DISK132:[17ZAJ1.17ZAJ40901]MC40901A.;11',USER='HYUNG',CD='24-FEB-2017;11:59' THIS IS THE END OF A COMPOSITION COMPONENT

TOC_END

ARTICLE VI SEAL

6.1 General. The Board of Trustees may authorize the adoption of a seal by the Trust. The Trustees may authorize one or more duplicate seals. Whenever the Trust is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word "(SEAL)" adjacent to the signature of the person authorized to execute the document on behalf of the Trust.

ARTICLE VII EXECUTION OF PAPERS

7.1 General. Except as the Trustees may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the Trust shall be executed by the President, any Vice President, the Treasurer or by whomever else shall be designated for that purpose by vote of the Trustees, and need not bear the seal of the Trust.

ARTICLE VIII SHAREHOLDERS' VOTING POWERS AND MEETINGS

8.1 Regular and Special Meetings. Except as provided in the next sentence, regular meetings of the Shareholders for the election of Trustees and the transaction of such other business as may properly come before the meeting shall be held, so long as Shares are listed for trading on the NYSE MKT, on at least an annual basis, on such day and at such place as shall be designated by the Trustees. Such regular meetings of the Shareholders shall only be called by the Board of Trustees. In the event that such a meeting is not held in any annual period, whether the omission be by oversight or otherwise, a subsequent special meeting may be called by the Trustees and held in lieu of such meeting with the same effect as if held within such annual period. Except as required by the 1940 Act or other applicable law, special meetings of Shareholders or any or all classes or series of Shares may only be called by a majority of the Trustees from time to time for such other purposes as may be prescribed by law, by the Declaration of Trust or by these Bylaws, or for the purpose of taking action upon any other matter deemed by the Trustees to be necessary or desirable. A special meeting of Shareholders may be held at any such time, day and place as is designated by the Board of Trustees.

8.2 Notice of Regular or Special Meetings. Written notice specifying the place, day and hour of any regular or special meeting, the purpose of the meeting, to the extent required by law to be provided, and all other matters required by law shall be given to each Shareholder of record entitled to vote, either personally or by sending a copy thereof by mail, postage prepaid, to his or her address appearing on the books of the Trust or theretofore given by him or her to the Trust for the purpose of notice or, if no address appears or has been given, addressed to the place where the principal office of the Trust is situated, or by electronic transmission, including facsimile transmission, to any address or number of such Shareholder at which the Shareholder receives electronic transmissions. If mailed, such notice shall be deemed to be given once deposited in the U.S. mail addressed to the Shareholder at his or her post office address as it appears on the records of the Trust, with postage thereon prepaid. It shall be the duty of the Secretary to give notice of each meeting of Shareholders. Whenever notice of a meeting is required to be given to a Shareholder under the Declaration of Trust or these Bylaws, a written waiver thereof, executed before or after the meeting by such Shareholder or his or her attorney thereunto authorized and filed with the records of the meeting, shall be deemed equivalent to such notice. Notice of a meeting need not be given to any Shareholder who attends the meeting.

D-6

ZEQ.=1,SEQ=86,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=576820,FOLIO='D-6',FILE='DISK132:[17ZAJ1.17ZAJ40901]ME40901A.;13',USER='HYUNG',CD='24-FEB-2017;11:59'

8.3 Notice of Adjourned Meetings. It shall not be necessary to give notice of the time and place of any adjourned meeting or of the business to be transacted thereat other than by announcement at the meeting at which such adjournment is taken.

8.4 Scope of Meetings. Except as otherwise expressly set forth elsewhere in these Bylaws, no business shall be transacted at meetings of Shareholders except as specifically designated in the notice or otherwise properly brought before the Shareholders by or at the direction of the Board of Trustees.

8.5 Organization of Shareholder Meetings. Every meeting of Shareholders shall be conducted by a Trustee, the President or any other officer of the Trust, as designated by the Board of Trustees, who shall preside at and act as chairperson of a meeting of Shareholders. The Secretary, an Assistant Secretary or a person appointed by the Trustees or, in the absence of such appointment, a person appointed by the person presiding as chairperson at the meeting shall act as Secretary of the meeting and record the minutes of the meeting. If the Secretary presides as chairperson at a meeting of Shareholders, then the Secretary shall not also act as secretary of the meeting and record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of Shareholders shall be determined by the chairperson of the meeting. The chairperson of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairperson, are appropriate for the proper conduct of the meeting, including, without limitation: (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to Shareholders of record of the Trust, their duly authorized proxies or other such persons as the chairperson of the meeting may determine; (c) limiting participation at the meeting on any matter to Shareholders of record of the Trust entitled to vote on such matter, their duly authorized proxies or other such persons as the chairperson of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) maintaining order and security at the meeting; (f) removing any Shareholder or other person who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairperson of the meeting; (g) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting; and (h) complying with any state and local laws and regulations concerning safety and security. Without limiting the generality of the powers of the chairperson of the meeting pursuant to the foregoing provisions, the chairperson, subject to review by the Independent Trustees, may adjourn any meeting of Shareholders for any reason deemed necessary by the chairperson, including, without limitation, if (i) no quorum is present for the transaction of the business, (ii) the Board of Trustees or the chairperson of the meeting determines that adjournment is necessary or appropriate to enable the Shareholders to consider fully information that the Board of Trustees or the chairperson of the meeting determines has not been made sufficiently or timely available to Shareholders or (iii) the Board of Trustees or the chairperson of the meeting determines that adjournment is otherwise in the best interests of the Trust. Unless otherwise determined by the chairperson of the meeting, meetings of Shareholders shall not be required to be held in accordance with the general rules of parliamentary procedure or any otherwise established rules of order.

8.6 Quorum. At any meeting of Shareholders, the presence in person or by proxy of Shareholders entitled to cast a majority of all the votes entitled to be cast on a particular matter shall constitute a quorum for voting on a particular matter or the transaction of business; but this section shall not affect any requirement under any statute or the Declaration of Trust for the vote necessary for the adoption of any measure. If, however, such quorum shall not be present at any meeting of Shareholders, the chairperson of the meeting shall have the power to adjourn the meeting from time to time without the Trust having to set a new record date or provide any additional notice of such meeting, subject to any obligation of the Trust to give notice pursuant to Section 8.3. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders present, either in person or by proxy, at a meeting of Shareholders which has been duly called and convened and at which a quorum was

D-7

ZEQ.=2,SEQ=87,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=593035,FOLIO='D-7',FILE='DISK132:[17ZAJ1.17ZAJ40901]ME40901A.;13',USER='HYUNG',CD='24-FEB-2017;11:59'

established may continue to transact business until adjournment, notwithstanding the withdrawal of enough votes to leave less than a quorum then being present at the meeting.

8.7 Voting Power.

8.8 Proxies. A Shareholder may cast the votes entitled to be cast by him or her either in person or by proxy executed by the Shareholder or by his or her duly authorized agent in any manner permitted by law. Such proxy shall be filed with such officer of the Trust or third party agent as the Board of Trustees shall have designated for such purpose for verification at or prior to such meeting. Any proxy relating to the Shares shall be valid until the expiration date therein or, if no expiration is so indicated, for such period as is permitted pursuant to Maryland law. At a meeting of Shareholders, all questions concerning the qualification of voters, the validity of proxies, and the acceptance or rejection of votes, shall be decided by or on behalf of the chairperson of the meeting, subject to Section 8.11.

8.9 Record Dates. The Board of Trustees may fix the date for determination of Shareholders entitled to notice of and to vote at a meeting of Shareholders. If no date is fixed for the determination of the Shareholders entitled to vote at any meeting of Shareholders, only persons in whose names Shares entitled to vote are recorded on the share records of the Trust at the opening of business on the day of any meeting of Shareholders shall be entitled to vote at such meeting.

8.10 Voting of Shares by Certain Holders. Shares registered in the name of a corporation, partnership, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, a general partner or trustee thereof, as the case may be, or a proxy appointed by any of the

D-8

ZEQ.=3,SEQ=88,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=203622,FOLIO='D-8',FILE='DISK132:[17ZAJ1.17ZAJ40901]ME40901A.;13',USER='HYUNG',CD='24-FEB-2017;11:59'

foregoing individuals, unless some other person who has been appointed to vote such Shares pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or pursuant to an agreement of the partners of the partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such Shares. Any trustee or other fiduciary may vote Shares registered in his or her name as such fiduciary, either in person or by proxy.

8.11 Inspectors.

8.12 Advance Notice of Nominees for Trustee and Other Proposals.

D-9

ZEQ.=4,SEQ=89,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=208741,FOLIO='D-9',FILE='DISK132:[17ZAJ1.17ZAJ40901]ME40901A.;13',USER='HYUNG',CD='24-FEB-2017;11:59'

D-10

ZEQ.=5,SEQ=90,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=590879,FOLIO='D-10',FILE='DISK132:[17ZAJ1.17ZAJ40901]ME40901A.;13',USER='HYUNG',CD='24-FEB-2017;11:59'

D-11

ZEQ.=6,SEQ=91,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=111813,FOLIO='D-11',FILE='DISK132:[17ZAJ1.17ZAJ40901]ME40901A.;13',USER='HYUNG',CD='24-FEB-2017;11:59'

D-12

ZEQ.=7,SEQ=92,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=297707,FOLIO='D-12',FILE='DISK132:[17ZAJ1.17ZAJ40901]ME40901A.;13',USER='HYUNG',CD='24-FEB-2017;11:59'

D-13

ZEQ.=8,SEQ=93,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=102688,FOLIO='D-13',FILE='DISK132:[17ZAJ1.17ZAJ40901]ME40901A.;13',USER='HYUNG',CD='24-FEB-2017;11:59'

D-14

ZEQ.=9,SEQ=94,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=41125,FOLIO='D-14',FILE='DISK132:[17ZAJ1.17ZAJ40901]ME40901A.;13',USER='HYUNG',CD='24-FEB-2017;11:59'

THIS IS THE END OF A COMPOSITION COMPONENT

D-15

ZEQ.=1,SEQ=95,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=1030218,FOLIO='D-15',FILE='DISK132:[17ZAJ1.17ZAJ40901]MG40901A.;14',USER='HYUNG',CD='24-FEB-2017;11:59'

D-16

ZEQ.=2,SEQ=96,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=218970,FOLIO='D-16',FILE='DISK132:[17ZAJ1.17ZAJ40901]MG40901A.;14',USER='HYUNG',CD='24-FEB-2017;11:59'

D-17

ZEQ.=3,SEQ=97,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=483415,FOLIO='D-17',FILE='DISK132:[17ZAJ1.17ZAJ40901]MG40901A.;14',USER='HYUNG',CD='24-FEB-2017;11:59'

8.13 No Shareholder Actions by Written Consent . Shareholders shall not be authorized or permitted to take any action required or permitted to be taken at a meeting of Shareholders by written consent, and may take such action only at Shareholders meeting of the Trust.

8.14 Voting by Ballot . Voting on any question or in any election may be voice vote unless the chairperson of the meeting or any Shareholder shall demand that voting be by ballot.

8.15 Proposals of Business Which Are Not Proper Matters For Action By Shareholders . Notwithstanding anything in these Bylaws to the contrary, subject to the 1940 Act and any other applicable law, any Shareholder proposal for business the subject matter or effect of which would be within the exclusive purview of the Board of Trustees or would reasonably likely, if considered by the Shareholders or approved or implemented by the Trust, result in an impairment of the limited liability status for the Trust's Shareholders, shall be deemed not to be a matter upon which the Shareholders

D-18

ZEQ.=4,SEQ=98,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=690530,FOLIO='D-18',FILE='DISK132:[17ZAJ1.17ZAJ40901]MG40901A.;14',USER='HYUNG',CD='24-FEB-2017;11:59'

are entitled to vote. The Board of Trustees in its discretion shall be entitled to determine whether a Shareholder proposal for business is not a matter upon which the Shareholders are entitled to vote pursuant to this Section 8.15, and its decision shall be final and binding unless determined by a court of competent jurisdiction to have been made in bad faith.

ARTICLE IX MISCELLANEOUS

9.1 Amendment of Bylaws . Except for any change for which these Bylaws requires approval by more than a majority vote of the Trustees, these Bylaws may be amended, changed, altered or repealed, in whole or part, only by resolution of the Board of Trustees at any meeting of the Board of Trustees at which a quorum is present, or by a written consent signed by a majority of the Trustees then in office.

9.2 Waiver of Notice . Whenever any notice is required to be given pursuant to the Declaration of Trust, these Bylaws, the 1940 Act or any other applicable law, a waiver thereof in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice or waiver by electronic transmission, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

9.3 Ratification . The Board of Trustees or the Shareholders may ratify and make binding on the Trust any action or inaction by the Trust or its officers to the extent that the Board of Trustees or the Shareholders could have originally authorized the matter. Moreover, any action or inaction questioned in any Shareholder's derivative proceeding or any other proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a Trustee, officer or Shareholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting, or otherwise, may be ratified, before or after judgment, by the Board of Trustees or by the Shareholders and, if so ratified, shall have the same force and effect as if the questioned action or inaction had been originally duly authorized, and such ratification shall be binding upon the Trust and its Shareholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned action or inaction.

9.4 Ambiguity . In the case of an ambiguity in the application of any provision of these Bylaws or any definition contained in these Bylaws, the Board of Trustees shall have the sole power to determine the application of such provisions with respect to any situation based on the facts known to it and such determination shall be final and binding unless determined by a court of competent jurisdiction to have been made in bad faith.

9.5 Construction . If any provision of these Bylaws is determined to be unlawful by a court or regulatory body of competent jurisdiction, the remainder of these Bylaws shall remain in full force and effect and the offending provision shall be construed to achieve the purpose of the offending provision to the extent legally possible. The re-construction of an unlawful provision shall be made by the Board of Trustees, or, in the absence of action by the Board of Trustees, by the court or regulatory body which determined the provision to be unlawful. These Bylaws shall be subject to and construed accordance with the 1940 Act. In the event of a conflict between any provision of these Bylaws and the 1940 Act, such provision shall be construed to achieve the purpose of the provision to the extent legally possible under the 1940 Act.

D-19

ZEQ.=5,SEQ=99,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=122641,FOLIO='D-19',FILE='DISK132:[17ZAJ1.17ZAJ40901]MG40901A.;14',USER='HYUNG',CD='24-FEB-2017;11:59'

9.6 Arbitration . Any disputes, claims or controversies brought by or on behalf of a Shareholder (which, for purposes of this Section 9.6, shall mean any Shareholder or any beneficial owner of Shares, or any former Shareholder or beneficial owner of Shares), either on his, her or its own behalf, on behalf of the Trust or on behalf of any series or class of Shares or Shareholders against the Trust or any Trustee, officer, investment advisor (including RMR Advisors or its successor), agent or employee of the Trust, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of the Declaration of Trust or these Bylaws (all of which are referred to as " Disputes ") or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the " Rules ") of the American Arbitration Association (" AAA ") then in effect, except as modified herein. For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against Trustees, officers or managers of the Trust and class actions by Shareholders against those individuals or entities and the Trust.

Except as otherwise set forth in Section 8.9, Article VIII of the Declaration of the Trust or as otherwise agreed between the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys' fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys' fees) or, in a derivative case, award any portion of the Trust's award to the claimant or the claimant's attorneys.

The Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

D-20

ZEQ.=6,SEQ=100,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=407641,FOLIO='D-20',FILE='DISK132:[17ZAJ1.17ZAJ40901]MG40901A.;14',USER='HYUNG',CD='24-FEB-2017;11:59' THIS IS THE END OF A COMPOSITION COMPONENT

TOC_END

Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. The party against which the Award assesses a monetary obligation shall pay that obligation on or before the 30th day following the date of the Award or such other date as the Award may provide.

ARTICLE X PREFERRED SHARES OF BENEFICIAL INTEREST

10.1 Statement Creating Five Series of Preferred Shares .

DESIGNATION

Series F: 1,000 preferred shares, par value $.0001 per share, liquidation preference $25,000 per share plus an amount equal to accumulated but unpaid distributions thereon (whether or not earned or declared), are hereby designated auction preferred shares, Series F (the "Series F"). Each share of the Series F shall have an Applicable Rate for its Initial Rate Period determined pursuant to a resolution of the Board of Trustees and an initial Distribution Payment Date that shall be set pursuant to a resolution of the Board of Trustees. The shares of Series F shall constitute a separate series of Preferred Shares of the Trust.

Series M: 15,000 preferred shares, par value $.0001 per share, liquidation preference $25,000 per share plus an amount equal to accumulated but unpaid distributions thereon (whether or not earned or declared), are hereby designated auction preferred shares, Series M (the "Series M"). Each share of the Series M shall have an Applicable Rate for its Initial Rate Period determined pursuant to a resolution of the Board of Trustees and an initial Distribution Payment Date that shall be set pursuant to a resolution of the Board of Trustees. The shares of Series M shall constitute a separate series of Preferred Shares of the Trust.

Series T: 3,000 preferred shares, par value $.0001 per share, liquidation preference $25,000 per share plus an amount equal to accumulated but unpaid distributions thereon (whether or not earned or declared), are hereby designated auction preferred shares, Series T (the "Series T"). Each share of the Series T shall have an Applicable Rate for its Initial Rate Period determined pursuant to a resolution of the Board of Trustees and an initial Distribution Payment Date that shall be set pursuant to a resolution of the Board of Trustees. The shares of Series T shall constitute a separate series of Preferred Shares of the Trust.

Series Th: 8,000 preferred shares, par value $.0001 per share, liquidation preference $25,000 per share plus an amount equal to accumulated but unpaid distributions thereon (whether or not earned or declared), are hereby designated auction preferred shares, Series Th (the "Series Th"). Each share of the Series Th shall have an Applicable Rate for its Initial Rate Period determined pursuant to a resolution of the Board of Trustees and an initial Distribution Payment Date that shall be set pursuant to a resolution of the Board of Trustees. The shares of Series Th shall constitute a separate series of Preferred Shares of the Trust.

Series W: 8,000 preferred shares, par value $.0001 per share, liquidation preference $25,000 per share plus an amount equal to accumulated but unpaid distributions thereon (whether or not earned or declared), are hereby designated auction preferred shares, Series W (the "Series W", together with Series T, Series TH, Series F, and Series M, each a "Series" and collectively, the "Preferred Shares"). Each share of the Series W shall have an Applicable Rate for its Initial Rate Period determined

D-21

ZEQ.=1,SEQ=101,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=77878,FOLIO='D-21',FILE='DISK132:[17ZAJ1.17ZAJ40901]MI40901A.;21',USER='HYUNG',CD='24-FEB-2017;11:59'

pursuant to a resolution of the Board of Trustees and an initial Distribution Payment Date that shall be set pursuant to a resolution of the Board of Trustees. The shares of Series W shall constitute a separate series of Preferred Shares of the Trust.

Preferred Shares may be marketed under the name "auction preferred shares" or "Preferred Shares" or such other name as the Board of Trustees may approve from time to time.

Each Preferred Share shall have such other preferences, rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption, in addition to those required by applicable law, as are set forth in Parts I and II of Article X of these Bylaws. Subject to the provisions of Section E(c) of Part I hereof, the Board of Trustees of the Trust may, in the future, reclassify additional shares of the Trust's capital shares as Preferred Shares, with the same preferences, rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and other terms herein described, except that the Applicable Rate for the Initial Rate Period, its initial Payment Date and any other changes in the terms herein set forth shall be as set forth in the Bylaws reclassifying such shares as Preferred Shares.

Capitalized terms used in Parts I and II of Article X of these Bylaws shall have the meanings (with the terms defined in the singular having comparable meanings when used in the plural and vice versa) provided in the "Definitions" section immediately following, unless the context otherwise requires.

DEFINITIONS

As used in Parts I and II of Article X of these Bylaws, the following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires:

D-22

ZEQ.=2,SEQ=102,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=445609,FOLIO='D-22',FILE='DISK132:[17ZAJ1.17ZAJ40901]MI40901A.;21',USER='HYUNG',CD='24-FEB-2017;11:59'

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

Credit Ratings
	Applicable Percentage
Moody's	Fitch
Aa3 or higher	AA or higher	200 %
A3 to A1	A to A+	250 %
Baa3 to Baa1	BBB to BBB+	275 %
Ba 1 and lower	BB+ and lower	325 %

end of user-specified TAGGED TABLE

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

Credit Ratings
	Applicable Percentage
Moody's	Fitch
Aa3 or higher	AA or higher	150 %
A3 to A1	A to A+	200 %
Baa3 to Baa1	BBB to BBB+	225 %
Ba 1 and lower	BB+ and lower	275 %

end of user-specified TAGGED TABLE

D-23

ZEQ.=3,SEQ=103,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=476207,FOLIO='D-23',FILE='DISK132:[17ZAJ1.17ZAJ40901]MI40901A.;21',USER='HYUNG',CD='24-FEB-2017;11:59'

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

Credit Ratings
	Applicable Spread
Moody's	Fitch
Aa3 or higher	AA or higher	200 bps
A3 to A1	A to A+	250 bps
Baa3 to Baa1	BBB to BBB+	275 bps
Ba 1 and lower	BB+ and lower	325 bps

end of user-specified TAGGED TABLE

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

Credit Ratings
	Applicable Spread
Moody's	Fitch
Aa3 or higher	AA or higher	150 bps
A3 to A1	A to A+	200 bps
Baa3 to Baa1	BBB to BBB+	225 bps
Ba 1 and lower	BB+ and lower	275 bps

end of user-specified TAGGED TABLE

D-24

ZEQ.=4,SEQ=104,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=247657,FOLIO='D-24',FILE='DISK132:[17ZAJ1.17ZAJ40901]MI40901A.;21',USER='HYUNG',CD='24-FEB-2017;11:59'

D-25

ZEQ.=5,SEQ=105,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=353537,FOLIO='D-25',FILE='DISK132:[17ZAJ1.17ZAJ40901]MI40901A.;21',USER='HYUNG',CD='24-FEB-2017;11:59'

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

DISCOUNT FACTOR(1)
REIT or Other Real Estate Company Preferred Shares	154 %
REIT or Other Real Estate Company Common Shares	196 %

end of user-specified TAGGED TABLE

D-26

ZEQ.=6,SEQ=106,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=450528,FOLIO='D-26',FILE='DISK132:[17ZAJ1.17ZAJ40901]MI40901A.;21',USER='HYUNG',CD='24-FEB-2017;11:59' THIS IS THE END OF A COMPOSITION COMPONENT

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

Large-cap stocks:	200
Mid-cap stocks:	233 %
Small-cap stocks:	286 %
Others:	370 %

end of user-specified TAGGED TABLE

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PREFERRED STOCK(1)
AAA	130 %
AA	133 %
A	135 %
BBB	139 %
BB	154 %
Not rated or below BB	161 %
Investment grade Dividends Received Deduction ("DRD")	164 %
Not rated or below investment grade DRD	200 %

end of user-specified TAGGED TABLE

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MATURITY IN YEARS — 1 or less	111 %	114 %	117 %	120 %	121 %	127 %	130 %
2 or less (but longer than 1)	116 %	123 %	125 %	127 %	132 %	137 %	141 %
3 or less (but longer than 2)	121 %	125 %	127 %	131 %	133 %	140 %	152 %
4 or less (but longer than 3)	126 %	126 %	129 %	132 %	136 %	144 %	164 %
5 or less (but longer than 4)	131 %	132 %	135 %	139 %	144 %	149 %	185 %
7 or less (but longer than 5)	140 %	143 %	146 %	152 %	159 %	167 %	228 %
10 or less (but longer than 7)	141 %	145 %	147 %	153 %	160 %	168 %	232 %
12 or less (but longer than 10)	144 %	147 %	150 %	157 %	165 %	174 %	249 %
15 or less (but longer than 12)	148 %	151 %	155 %	163 %	172 %	182 %	274 %
Greater than 20	152 %	156 %	160 %	169 %	180 %	191 %	306 %

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(1) If a security is unrated by Fitch, but is rated by two other NRSROs, then the lower of the ratings on the security from the two other NRSROs should be used to determine the Fitch Discount Factor. If the security is not rated by Fitch, but has a rating from only one other NRSRO, and the security is above investment grade, the other rating will be used. If the security is not rated by Fitch, but has a rating from only one other NRSRO, and the security is below investment grade, then the security will use the percentages set forth in the unrated column above. (2) The Fitch Discount Factors will also apply to interest rate swaps and caps, whereby the rating on the counterparty will determine the appropriate Discount Factor to apply.

D-27

ZEQ.=1,SEQ=107,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=751146,FOLIO='D-27',FILE='DISK132:[17ZAJ1.17ZAJ40901]MK40901A.;10',USER='HYUNG',CD='24-FEB-2017;11:59'

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

REMAINING TERM TO MATURITY
1 year or less	101.5 %
2 years or less (but longer than 1 year)	103 %
3 years or less (but longer than 2 years)	105 %
4 years or less (but longer than 3 years)	107 %
5 years or less (but longer than 4 years)	109 %
7 years or less (but longer than 5 years)	112 %
10 years or less (but longer than 7 years)	114 %
15 years or less (but longer than 10 years)	122 %
20 years or less (but longer than 15 years)	130 %
25 years or less (but longer than 20 years)	146 %
30 years or less (but longer than 25 years)	154 %

end of user-specified TAGGED TABLE

D-28

ZEQ.=2,SEQ=108,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=418088,FOLIO='D-28',FILE='DISK132:[17ZAJ1.17ZAJ40901]MK40901A.;10',USER='HYUNG',CD='24-FEB-2017;11:59'

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

Asset Type (with time remaining to maturity, if applicable)
U.S. Treasury/agency securities (10 years or less)	118 %
U.S. Treasury/agency securities (greater than 10 years)	127 %
U.S. agency sequentials (10 years or less)	128 %
U.S. agency sequentials (greater than 10 years)	142 %
U.S. agency principal only securities	236 %
U.S. agency interest only securities (with Market Value greater than 40% of par)	696 %
U.S. agency interest only securities (with Market Value less than or equal to 40% of par)	214 %
AAA LockOut securities, interest only	236 %
U.S. agency planned amortization class bonds (10 years or less)	115 %
U.S. agency planned amortization class bonds (greater than 10 years)	136 %
AAA sequentials (10 years or less)	118 %
AAA sequentials (greater than 10 years)	135 %
AAA planned amortization class bonds (10 years or less)	115 %
AAA planned amortization class bonds (greater than 10 years)	140 %
Jumbo mortgage rated AAA(1)	123 %
Jumbo mortgage rated AA(1)	130 %
Jumbo mortgage rated A(1)	136 %
Jumbo mortgage rated BBB(1)	159 %
Commercial mortgage-backed securities rated AAA	131 %
Commercial mortgage-backed securities rated AA	139 %
Commercial mortgage-backed securities rated A	148 %
Commercial mortgage-backed securities rated BBB	177 %
Commercial mortgage-backed securities rated BB	283 %
Commercial mortgage-backed securities rated B	379 %
Commercial mortgage-backed securities rated CCC or not rated	950 %

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(1) Applies to jumbo mortgages, credit cards, auto loans, home equity loans, manufactured housing and prime mortgage-backed securities not issued by a U.S. agency or instrumentality.

D-29

ZEQ.=3,SEQ=109,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=282235,FOLIO='D-29',FILE='DISK132:[17ZAJ1.17ZAJ40901]MK40901A.;10',USER='HYUNG',CD='24-FEB-2017;11:59'

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

Fitch Loan Category
A	115 %
B	130 %
C	152 %
D	370 %

end of user-specified TAGGED TABLE

D-30

ZEQ.=4,SEQ=110,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=669396,FOLIO='D-30',FILE='DISK132:[17ZAJ1.17ZAJ40901]MK40901A.;10',USER='HYUNG',CD='24-FEB-2017;11:59' THIS IS THE END OF A COMPOSITION COMPONENT

MBS: U.S. Government Agency (FNMA, FHLMC or GNMA) conforming mortgage-backed securities with a stated maturity of 30 years shall have a discount factor of 114% and conforming mortgage-backed securities with a stated maturity of 15 years shall have a discount factor of 111%.

Asset-backed and other mortgage-backed securities: The percentage determined by reference to the asset type in accordance with the table set forth below.

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Asset Type (with time remaining to maturity, if applicable)
U.S. Treasury/agency securities (10 years or less)	118 %
U.S. Treasury/agency securities (greater than 10 years)	127 %
U.S. agency sequentials (10 years or less)	120 %
U.S. agency sequentials (greater than 10 years)	142 %
U.S. agency principal only securities	236 %
U.S. agency interest only securities (with Market Value greater than 40% of par)	696 %
U.S. agency interest only securities (with Market Value less than or equal to 40% of par)	271 %
AAA Lock-Out securities, interest only	236 %
U.S. agency planned amortization class bonds (10 years or less)	115 %
U.S. agency planned amortization class bonds (greater than 10 years)	136 %
AAA sequentials (10 years or less)	118 %
AAA sequentials (greater than 10 years)	135 %
AAA planned amortization class bonds (10 years or less)	115 %
AAA planned amortization class bonds (greater than 10 years)	140 %
Jumbo mortgage rated AAA(1)	123 %
Jumbo mortgage rated AA(1)	130 %
Jumbo mortgage rated A(1)	136 %
Jumbo mortgage rated BBB(1)	159 %
Commercial mortgage-backed securities rated AAA	131 %
Commercial mortgage-backed securities rated AA	139 %
Commercial mortgage-backed securities rated A	148 %
Commercial mortgage-backed securities rated BBB	177 %
Commercial mortgage-backed securities rated BB	283 %
Commercial mortgage-backed securities rated B	379 %
Commercial mortgage-backed securities rated CCC or not rated	950 %

end of user-specified TAGGED TABLE COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="26%" ALIGN="LEFT"

(1) Applies to jumbo mortgages, credit cards, auto loans, home equity loans, manufactured housing and prime mortgage-backed securities not issued by a U.S. agency or instrumentality.

D-31

ZEQ.=1,SEQ=111,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=108124,FOLIO='D-31',FILE='DISK132:[17ZAJ1.17ZAJ40901]MM40901A.;19',USER='HYUNG',CD='24-FEB-2017;11:59'

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Rating — AAA	10	100	100
AA	10	20	60
A	10	10	40
BBB	10	6	20
BB	10	4	12
B	10	3	12
CCC	10	2	12

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(1) Preferred stock has a minimum issue size of $50 million. (2) The referenced percentage represents maximum cumulation total for the related rating category and each lower rating category. (3) Territorial bonds (other than those issued by Puerto Rico and counted collectively) are each limited to 10% of Fitch Eligible Assets. For diversification purposes, Puerto Rico will be treated as a state.

For purposes of applying the foregoing requirements and applying the applicable Fitch Discount Factor, if a Municipal Obligation is not rated by Fitch but is rated by Moody's and S&P, such Municipal Obligation (excluding short-term Municipal Obligations) will be deemed to have the Fitch rating which is the lower of the Moody's and S&P rating. If a Municipal Obligation is not rated by Fitch but is rated by Moody's or S&P, such Municipal Obligation (excluding short-term Municipal Obligations) will be deemed to have such rating. Eligible Assets shall be calculated without including cash; and Municipal Obligations rated F1 by Fitch or, if not rated by Fitch, rated MIG1, VMIG1 or P1 by Moody's; or, if not rated by Moody's, rated A1+/AA or SP1+/AA by S&P shall be considered to have a long-term rating of A. When the Trust sells a Municipal Obligation and agrees to repurchase such Municipal Obligation at a future date, such Municipal Obligation shall be valued at its Discounted Value for purposes of determining Fitch Eligible Assets, and the amount of the repurchase price of such Municipal Obligation shall be included as a liability for purposes of calculating the Preferred Shares Basic Maintenance Amount. When the Trust purchases a Fitch Eligible Asset and agrees to sell it at a future date, such Fitch Eligible Asset shall be valued at the amount of cash to be received by the Trust upon such future date, provided that the counterparty to the transaction has a long-term debt rating of at least A by Fitch and the transaction has a term of no more than 30 days; otherwise, such Fitch Eligible Asset shall be valued at the Discounted Value of such Fitch Eligible Asset.

D-32

ZEQ.=2,SEQ=112,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=639664,FOLIO='D-32',FILE='DISK132:[17ZAJ1.17ZAJ40901]MM40901A.;19',USER='HYUNG',CD='24-FEB-2017;11:59'

D-33

ZEQ.=3,SEQ=113,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=591185,FOLIO='D-33',FILE='DISK132:[17ZAJ1.17ZAJ40901]MM40901A.;19',USER='HYUNG',CD='24-FEB-2017;11:59'

D-34

ZEQ.=4,SEQ=114,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=796687,FOLIO='D-34',FILE='DISK132:[17ZAJ1.17ZAJ40901]MM40901A.;19',USER='HYUNG',CD='24-FEB-2017;11:59'

Where the Trust sells an asset and agrees to repurchase such asset in the future, the Discounted Value of such asset will constitute a Fitch Eligible Asset and the amount the Trust is required to pay upon repurchase of such asset will count as a liability for the purposes of the Preferred Shares Basic Maintenance Amount. Where the Trust purchases an asset and agrees to sell it to a third party in the future, cash receivable by the Trust thereby will constitute a Fitch Eligible Asset if the long-term debt of such other party is rated at least A by Fitch or the equivalent by another Rating Agency and such agreement has a term of 30 days or less; otherwise the Discounted Value of such purchased asset will constitute a Fitch Eligible Asset.

Notwithstanding the foregoing, an asset will not be considered a Fitch Eligible Asset to the extent that it has been irrevocably deposited for the payment of (i)(a) through (i)(e) under the definition of Preferred Shares Basic Maintenance Amount or to the extent it is subject to any Liens, except for (a) Liens which are being contested in good faith by appropriate proceedings and which Fitch has indicated to the Trust will not affect the status of such asset as a Fitch Eligible Asset, (b) Liens for taxes that are not then due and payable or that can be paid thereafter without penalty, (c) Liens to secure payment for services rendered or cash advanced to the Trust by its investment manager or portfolio manager, the Trust's custodian, transfer agent or registrar or the Auction Agent and (d) Liens arising by virtue of any repurchase agreement.

Fitch diversification limitations: portfolio holdings as described below must be within the following diversification and issue size requirements in order to be included in Fitch's Eligible Assets:

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EQUITY SECURITIES
Large-cap	5 %
Mid-cap	5 %
Small-cap	5 %

end of user-specified TAGGED TABLE COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="26%" ALIGN="LEFT"

(1) Percentages represent both a portion of the aggregate Market Value and number of outstanding shares of the common stock portfolio.

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DEBT SECURITIES RATED AT LEAST(1) — AAA	100 %	100 %	Minimum Issue Size ($ in million)(4) — $ 100
AA	20 %	75 %	$ 100
A	10 %	50 %	$ 100
BBB	6 %	25 %	$ 100
BB	4 %	16 %	$ 50
B	3 %	12 %	$ 50
CCC	2 %	8 %	$ 50

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(1) Not applicable to corporate debt securities of REITs, Real Estate Companies, and Lodging Companies. (2) Percentages represent a portion of the aggregate Market Value of corporate debt securities. (3) Industries are determined according to Fitch's Industry Classifications, as defined herein. (4) Preferred stock has a minimum issue size of $50 million, and mortgage pass through issued by Federal Home Loan Mortgage Corporation ("FHLMC"), the Federal National Mortgage Association ("FNMA") or the Government National Mortgage Association ("GNMA"), which has no minimum issue size.

D-35

ZEQ.=5,SEQ=115,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=916119,FOLIO='D-35',FILE='DISK132:[17ZAJ1.17ZAJ40901]MM40901A.;19',USER='HYUNG',CD='24-FEB-2017;11:59'

If a security is not rated by Fitch but is rated by two other Rating Agencies, then the lower of the ratings on the security from the two other Rating Agencies will be used to determine the Fitch Discount Factor (e.g., where the S&P rating is A and the Moody's rating is Baa, a Fitch rating of BBB will be used). If a security is not rated by Fitch but is rated by only one other Rating Agency, then the rating on the security from the other Rating Agency will be used to determine the Fitch Discount Factor (e.g., where the only rating on a security is an S&P rating of AAA, a Fitch rating of AAA will be used, and where the only rating on a security is a Moody's rating of Ba, a Fitch rating of BB will be used). If a security is either rated below CCC or not rated by any Rating Agency, the Trust will treat the security as if it were "CCC" in the table above.

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REIT AND OTHER REAL ESTATE COMPANY SECURITIES
5% issuer limitation (including common, preferred, debt and other securities)
CLOSED END REGISTERED INVESTMENT COMPANY SECURITIES
5% issuer limitation(1)

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(1) Percentage represents a portion of the aggregate Market Value.

D-36

ZEQ.=6,SEQ=116,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=279755,FOLIO='D-36',FILE='DISK132:[17ZAJ1.17ZAJ40901]MM40901A.;19',USER='HYUNG',CD='24-FEB-2017;11:59'

THIS IS THE END OF A COMPOSITION COMPONENT

D-37

ZEQ.=1,SEQ=117,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=984216,FOLIO='D-37',FILE='DISK132:[17ZAJ1.17ZAJ40901]MO40901A.;36',USER='HYUNG',CD='24-FEB-2017;11:59'

D-38

ZEQ.=2,SEQ=118,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=755875,FOLIO='D-38',FILE='DISK132:[17ZAJ1.17ZAJ40901]MO40901A.;36',USER='HYUNG',CD='24-FEB-2017;11:59'

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Term to Maturity of Corporate Debt Security(2)	Moody's Rating Category — Aaa	Aa	A	Baa	Ba	B	Unrated(1)
1 year or less	109 %	112 %	115 %	118 %	137 %	150 %	250 %
2 years or less (but longer than 1 year)	115	118	122	125	146	160	250
3 years or less (but longer than 2 years)	120	123	127	131	153	168	250
4 years or less (but longer than 3 years)	126	129	133	138	161	176	250
5 years or less (but longer than 4 years)	132	135	139	144	168	185	250
7 years or less (but longer than 5 years)	139	143	147	152	179	197	250
10 years or less (but longer than 7 years)	145	150	155	160	189	208	250
15 years or less (but longer than 10 years)	150	155	160	165	196	216	250
20 years or less (but longer than 15 years)	150	155	160	165	196	228	250
30 years or less (but longer than 20 years)	150	155	160	165	196	229	250
Greater than 30 years	165	173	181	189	205	240	250

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(1) Unless conclusions regarding liquidity risk as well as estimates of both the probability and severity of default for the Trust's assets can be derived from other sources, securities rated below B by Moody's and unrated securities covered by this section (i), which are securities rated by neither Moody's, S&P nor Fitch, are limited to 10% of Moody's Eligible Assets. If a corporate debt security is unrated by Moody's, S&P or Fitch, the Fund will use the percentage set forth under "Unrated" in this table. Ratings assigned by S&P or Fitch are generally accepted by Moody's at face value. However, adjustments to face value may be made to particular categories of credits for which the S&P and/or Fitch rating does not seem to approximate a Moody's rating equivalent. Split rated securities assigned by S&P and Fitch will be accepted at the lower of the two ratings. (2) The Moody's Discount Factors for debt securities shall also be applied to any derivative transaction, in which case the rating of the counterparty shall determine the appropriate rating category.

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Aaa	150
Aa	155 %
A	160 %
Baa	165 %
Ba	196 %
B	216 %
<B or Not Rated	250 %
Middle Market Bank Non-cumulative perpetual preferreds	476 %
Investment Grade DRD	165 %
Non-Investment Grade DRD Preferred Stock	216 %

end of user-specified TAGGED TABLE COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="26%" ALIGN="LEFT"

(1) Rule 144A securities' Discount Factor will be increased by an additional 20%. (2) For non-cumulative preferred stock, the Discount Factor should be amplified by 110%.

D-39

ZEQ.=3,SEQ=119,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=225835,FOLIO='D-39',FILE='DISK132:[17ZAJ1.17ZAJ40901]MO40901A.;36',USER='HYUNG',CD='24-FEB-2017;11:59'

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

Common Stocks(1) — Discount Factor	200 %	205 %	220 %

end of user-specified TAGGED TABLE COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="26%" ALIGN="LEFT"

(1) Market cap for Large-cap stocks are $10 billion and up, Mid-cap stocks range between $2 billion and $10 billion, and Small-cap stocks are $2 billion and below.

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

Delta	Investment Grade	Non-Investment Grade
.00 - .40	Use Corporate Debt Securities Table		250 %
.41 - .80	192%	226%	250 %
.81 - 1.00	195%	229%	250 %

end of user-specified TAGGED TABLE

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

DISCOUNT FACTOR(1)(2)(3)
Common Shares of REITs	154 %
Preferred Shares of REITs
with Senior Implied or Unsecured Moody's (or Fitch) rating:	154 %
without Senior Implied or Unsecured Moody's (or Fitch) rating:	208 %

end of user-specified TAGGED TABLE

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

DISCOUNT FACTOR(1)(2)(3)
Preferred Shares of Other Real Estate Companies
with Senior Implied or Unsecured Moody's (or Fitch) rating:	208 %
without Senior Implied or Unsecured Moody's (or Fitch) rating:	250 %

end of user-specified TAGGED TABLE COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="26%" ALIGN="LEFT"

(1) A Discount Factor of 250% will be applied to those assets in a single Moody's Real Estate Industry/Property Sector Classification that exceed 30% of Moody's Eligible Assets but are not greater than 35% of Moody's Eligible Assets. (2) A Discount Factor of 250% will be applied if dividends on such securities have not been paid consistently (either quarterly or annually) over the previous three years, or for such shorter time period that such securities have been outstanding. (3) A Discount Factor of 250% will be applied if the market capitalization (including common shares and preferred shares) of an issuer is below $500 million.

D-40

ZEQ.=4,SEQ=120,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=929024,FOLIO='D-40',FILE='DISK132:[17ZAJ1.17ZAJ40901]MO40901A.;36',USER='HYUNG',CD='24-FEB-2017;11:59'

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

MATURITY IN YEARS — 1 or less	109 %	112 %	115 %	118 %	137 %	150 %	250 %
2 or less (but longer than 1)	115 %	118 %	122 %	125 %	146 %	160 %	250 %
3 or less (but longer than 2)	120 %	123 %	127 %	131 %	153 %	168 %	250 %
4 or less (but longer than 3)	126 %	129 %	133 %	138 %	161 %	176 %	250 %
5 or less (but longer than 4)	132 %	135 %	139 %	144 %	168 %	185 %	250 %
7 or less (but longer than 5)	139 %	143 %	147 %	152 %	179 %	197 %	250 %
10 or less (but longer than 7)	145 %	150 %	155 %	160 %	189 %	208 %	250 %
15 or less (but longer than 10)	150 %	155 %	160 %	165 %	196 %	216 %	250 %
20 or less (but longer than 15)	150 %	155 %	160 %	165 %	196 %	228 %	250 %
30 or less (but longer than 20)	150 %	155 %	160 %	165 %	196 %	229 %	250 %
Greater than 30	165 %	173 %	181 %	189 %	205 %	240 %	250 %

end of user-specified TAGGED TABLE COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="26%" ALIGN="LEFT"

(1) The Moody's Discount Factors for debt securities shall also be applied to any interest rate swap or cap, in which case the rating of the counterparty shall determine the appropriate rating category. (2) Unless conclusions regarding liquidity risk as well as estimates of both the probability and severity of default for the Trust's assets can be derived from other sources, securities rated below B by Moody's and unrated securities, which are securities rated by neither Moody's, S&P nor Fitch, are limited to 10% of Moody's Eligible Assets. If a corporate, municipal or other debt security is unrated by Moody's, S&P or Fitch, the Trust will use the percentage set forth under "Unrated" in this table. Ratings assigned by S&P or Fitch are generally accepted by Moody's at face value. However, adjustments to face value may be made to particular categories of credits for which the S&P and/or Fitch rating does not seem to approximate a Moody's rating equivalent. Split rated securities assigned by S&P and Fitch will be accepted at the lower of the two ratings.

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

REMAINING TERM TO MATURITY FACTOR — 1 year or less	107 %	107 %
2 years or less (but longer than 1 year)	113 %	115 %
3 years or less (but longer than 2 years)	118 %	121 %
4 years or less (but longer than 3 years)	123 %	128 %
5 years or less (but longer than 4 years)	128 %	135 %
7 years or less (but longer than 5 years)	135 %	147 %
10 years or less (but longer than 7 years)	141 %	163 %
15 years or less (but longer than 10 years)	146 %	191 %
20 years or less (but longer than 15 years)	154 %	218 %
30 years or less (but longer than 20 years)	154 %	244 %

end of user-specified TAGGED TABLE

D-41

ZEQ.=5,SEQ=121,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=370156,FOLIO='D-41',FILE='DISK132:[17ZAJ1.17ZAJ40901]MO40901A.;36',USER='HYUNG',CD='24-FEB-2017;11:59'

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

Type of Closed End Registered Investment Company
Domestic Equity Fund	275 %
Covered Call Fund	285 %
Real Estate Fund	355 %
Taxable Bond Fund	290 %

end of user-specified TAGGED TABLE

D-42

ZEQ.=6,SEQ=122,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=814750,FOLIO='D-42',FILE='DISK132:[17ZAJ1.17ZAJ40901]MO40901A.;36',USER='HYUNG',CD='24-FEB-2017;11:59'

THIS IS THE END OF A COMPOSITION COMPONENT

D-43

ZEQ.=1,SEQ=123,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=65778,FOLIO='D-43',FILE='DISK132:[17ZAJ1.17ZAJ40901]MQ40901A.;12',USER='HYUNG',CD='24-FEB-2017;11:59'

Additionally, in order to merit consideration as an eligible asset, securities should be issued by entities which:

In addition, portfolio holdings as described below must be within the following diversification and issue size requirements in order to be included in Moody's Eligible Assets:

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

Ratings(1) — Aaa	100 %	100 %	Minimum Issue Size ($ in million)(5) — $ 100
Aa	20	60	100
A	10	40	100
Baa	6	20	100
Ba	4	12	50	(6)
B1 - B2	3	8	50	(6)
B3 or below	2	5	50	(6)

end of user-specified TAGGED TABLE COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="26%" ALIGN="LEFT"

(1) Refers to the preferred stock and senior debt rating of the portfolio holding. (2) Companies subject to common ownership of 25% or more are considered as one issuer. (3) Percentages represent a portion of the aggregate Market Value of corporate debt securities.

D-44

ZEQ.=2,SEQ=124,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=586946,FOLIO='D-44',FILE='DISK132:[17ZAJ1.17ZAJ40901]MQ40901A.;12',USER='HYUNG',CD='24-FEB-2017;11:59'

(4) Industries are determined according to Moody's Industry Classifications, as defined herein. (5) Except for preferred stock, which has a minimum issue size of $50 million. (6) Portfolio holdings from issues ranging from $50 million to $100 million are limited to 20% of the Fund's total assets.

Equity Securities:

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

Industry Category — Utility	4	50	7
Industrial	4	45	7
Financial	5	N/A	6
Other	6	20	N/A

end of user-specified TAGGED TABLE

D-45

ZEQ.=3,SEQ=125,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=640136,FOLIO='D-45',FILE='DISK132:[17ZAJ1.17ZAJ40901]MQ40901A.;12',USER='HYUNG',CD='24-FEB-2017;11:59'

D-46

ZEQ.=4,SEQ=126,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=895114,FOLIO='D-46',FILE='DISK132:[17ZAJ1.17ZAJ40901]MQ40901A.;12',USER='HYUNG',CD='24-FEB-2017;11:59'

D-47

ZEQ.=5,SEQ=127,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=935917,FOLIO='D-47',FILE='DISK132:[17ZAJ1.17ZAJ40901]MQ40901A.;12',USER='HYUNG',CD='24-FEB-2017;11:59'

D-48

ZEQ.=6,SEQ=128,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=992937,FOLIO='D-48',FILE='DISK132:[17ZAJ1.17ZAJ40901]MQ40901A.;12',USER='HYUNG',CD='24-FEB-2017;11:59'

D-49

ZEQ.=7,SEQ=129,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=118576,FOLIO='D-49',FILE='DISK132:[17ZAJ1.17ZAJ40901]MQ40901A.;12',USER='HYUNG',CD='24-FEB-2017;11:59' THIS IS THE END OF A COMPOSITION COMPONENT

TOC_END

D-50

ZEQ.=1,SEQ=130,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=208894,FOLIO='D-50',FILE='DISK132:[17ZAJ1.17ZAJ40901]MS40901A.;16',USER='HYUNG',CD='24-FEB-2017;11:59'

D-51

ZEQ.=2,SEQ=131,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=688475,FOLIO='D-51',FILE='DISK132:[17ZAJ1.17ZAJ40901]MS40901A.;16',USER='HYUNG',CD='24-FEB-2017;11:59'

PART I

A. NUMBER OF AUTHORIZED SHARES. The number of authorized shares constituting Series F is 1,000, of which 400 shares will be issued on such other date as the officers of the Trust may determine. The number of authorized shares constituting Series M is 15,000, of which 900 shares will be issued on such other date as the officers of the Trust may determine. The number of authorized shares constituting Series T is 3,000, of which 2,000 shares will be issued on such other date as the officers of the Trust may determine. The number of authorized shares constituting Series Th is 7,320, of which 680 shares will be issued on such other date as the officers of the Trust may determine. The number of authorized shares constituting Series W is 8,000, of which 800 shares will be issued on such other date as the officers of the Trust may determine.

B. DISTRIBUTIONS.

D-52

ZEQ.=3,SEQ=132,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=176643,FOLIO='D-52',FILE='DISK132:[17ZAJ1.17ZAJ40901]MS40901A.;16',USER='HYUNG',CD='24-FEB-2017;11:59'

D-53

ZEQ.=4,SEQ=133,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=794710,FOLIO='D-53',FILE='DISK132:[17ZAJ1.17ZAJ40901]MS40901A.;16',USER='HYUNG',CD='24-FEB-2017;11:59'

D-54

ZEQ.=5,SEQ=134,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=524018,FOLIO='D-54',FILE='DISK132:[17ZAJ1.17ZAJ40901]MS40901A.;16',USER='HYUNG',CD='24-FEB-2017;11:59'

D-55

ZEQ.=6,SEQ=135,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=235030,FOLIO='D-55',FILE='DISK132:[17ZAJ1.17ZAJ40901]MS40901A.;16',USER='HYUNG',CD='24-FEB-2017;11:59'

C. RESERVED.

D. DESIGNATION OF SPECIAL RATE PERIODS.

D-56

ZEQ.=7,SEQ=136,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=187443,FOLIO='D-56',FILE='DISK132:[17ZAJ1.17ZAJ40901]MS40901A.;16',USER='HYUNG',CD='24-FEB-2017;11:59'

D-57

ZEQ.=8,SEQ=137,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=644966,FOLIO='D-57',FILE='DISK132:[17ZAJ1.17ZAJ40901]MS40901A.;16',USER='HYUNG',CD='24-FEB-2017;11:59'

E. VOTING RIGHTS.

D-58

ZEQ.=9,SEQ=138,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=1040453,FOLIO='D-58',FILE='DISK132:[17ZAJ1.17ZAJ40901]MS40901A.;16',USER='HYUNG',CD='24-FEB-2017;11:59'

THIS IS THE END OF A COMPOSITION COMPONENT

D-59

ZEQ.=1,SEQ=139,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=355749,FOLIO='D-59',FILE='DISK132:[17ZAJ1.17ZAJ40901]MU40901A.;21',USER='HYUNG',CD='24-FEB-2017;12:00'

D-60

ZEQ.=2,SEQ=140,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=853128,FOLIO='D-60',FILE='DISK132:[17ZAJ1.17ZAJ40901]MU40901A.;21',USER='HYUNG',CD='24-FEB-2017;12:00'

D-61

ZEQ.=3,SEQ=141,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=328811,FOLIO='D-61',FILE='DISK132:[17ZAJ1.17ZAJ40901]MU40901A.;21',USER='HYUNG',CD='24-FEB-2017;12:00'

D-62

ZEQ.=4,SEQ=142,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=595526,FOLIO='D-62',FILE='DISK132:[17ZAJ1.17ZAJ40901]MU40901A.;21',USER='HYUNG',CD='24-FEB-2017;12:00'

H. RESERVED.

I. RESTRICTIONS ON DISTRIBUTIONS AND OTHER DISTRIBUTIONS.

D-63

ZEQ.=5,SEQ=143,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=760662,FOLIO='D-63',FILE='DISK132:[17ZAJ1.17ZAJ40901]MU40901A.;21',USER='HYUNG',CD='24-FEB-2017;12:00'

D-64

ZEQ.=6,SEQ=144,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=212376,FOLIO='D-64',FILE='DISK132:[17ZAJ1.17ZAJ40901]MU40901A.;21',USER='HYUNG',CD='24-FEB-2017;12:00'

J. RESERVED.

K. REDEMPTION.

D-65

ZEQ.=7,SEQ=145,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=889457,FOLIO='D-65',FILE='DISK132:[17ZAJ1.17ZAJ40901]MU40901A.;21',USER='HYUNG',CD='24-FEB-2017;12:00'

THIS IS THE END OF A COMPOSITION COMPONENT

TOC_END

D-66

ZEQ.=1,SEQ=146,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=818247,FOLIO='D-66',FILE='DISK132:[17ZAJ1.17ZAJ40901]MW40901A.;10',USER='HYUNG',CD='24-FEB-2017;12:00'

D-67

ZEQ.=2,SEQ=147,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=836702,FOLIO='D-67',FILE='DISK132:[17ZAJ1.17ZAJ40901]MW40901A.;10',USER='HYUNG',CD='24-FEB-2017;12:00'

D-68

ZEQ.=3,SEQ=148,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=213516,FOLIO='D-68',FILE='DISK132:[17ZAJ1.17ZAJ40901]MW40901A.;10',USER='HYUNG',CD='24-FEB-2017;12:00'

L. LIQUIDATION RIGHTS .

D-69

ZEQ.=4,SEQ=149,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=333778,FOLIO='D-69',FILE='DISK132:[17ZAJ1.17ZAJ40901]MW40901A.;10',USER='HYUNG',CD='24-FEB-2017;12:00'

M. FUTURES AND OPTIONS TRANSACTIONS; FORWARD COMMITMENTS .

D-70

ZEQ.=5,SEQ=150,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=351213,FOLIO='D-70',FILE='DISK132:[17ZAJ1.17ZAJ40901]MW40901A.;10',USER='HYUNG',CD='24-FEB-2017;12:00'

D-71

ZEQ.=6,SEQ=151,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=211881,FOLIO='D-71',FILE='DISK132:[17ZAJ1.17ZAJ40901]MW40901A.;10',USER='HYUNG',CD='24-FEB-2017;12:00'

D-72

ZEQ.=7,SEQ=152,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=1045550,FOLIO='D-72',FILE='DISK132:[17ZAJ1.17ZAJ40901]MW40901A.;10',USER='HYUNG',CD='24-FEB-2017;12:00'

D-73

ZEQ.=8,SEQ=153,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=303743,FOLIO='D-73',FILE='DISK132:[17ZAJ1.17ZAJ40901]MW40901A.;10',USER='HYUNG',CD='24-FEB-2017;12:00'

THIS IS THE END OF A COMPOSITION COMPONENT

TOC_END

D-74

ZEQ.=1,SEQ=154,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=314051,FOLIO='D-74',FILE='DISK132:[17ZAJ1.17ZAJ40901]MY40901A.;13',USER='HYUNG',CD='24-FEB-2017;12:00'

In the event any Preferred Shares are outstanding and another nationally-recognized statistical rating organization is rating such shares in addition to or in lieu of Moody's or Fitch, the Trust shall comply with any restrictions imposed by such rating agency, which restrictions may be more restrictive than those imposed by Moody's or Fitch.

N. MISCELLANEOUS .

PART II

A. ORDERS .

D-75

ZEQ.=2,SEQ=155,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=323903,FOLIO='D-75',FILE='DISK132:[17ZAJ1.17ZAJ40901]MY40901A.;13',USER='HYUNG',CD='24-FEB-2017;12:00'

For the purposes hereof, the communication by a Beneficial Owner or Potential Beneficial Owner to a Broker-Dealer, or by a Broker-Dealer to the Auction Agent, of information referred to in clause (i)(A), (i)(B), (i)(C) or (ii) of this paragraph (a) is hereinafter referred to as an "Order" and collectively as "Orders" and each Beneficial Owner and each Potential Beneficial Owner placing an Order with a Broker-Dealer, and such Broker-Dealer placing an Order with the Auction Agent, is hereinafter referred to as a "Bidder" and collectively as "Bidders"; an Order containing the information referred to in clause (i)(A) of this paragraph (a) is hereinafter referred to as a "Hold Order" and collectively as "Hold Orders"; an Order containing the information referred to in clause (i)(B) or (ii) of this paragraph (a) is hereinafter referred to as a "Bid" and collectively as "Bids"; and an Order containing the information referred to in clause (i)(C) of this paragraph (a) is hereinafter referred to as a "Sell Order" and collectively as "Sell Orders."

D-76

ZEQ.=3,SEQ=156,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=685399,FOLIO='D-76',FILE='DISK132:[17ZAJ1.17ZAJ40901]MY40901A.;13',USER='HYUNG',CD='24-FEB-2017;12:00'

B. SUBMISSION OF ORDERS BY BROKER-DEALERS TO AUCTION AGENT .

D-77

ZEQ.=4,SEQ=157,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=287150,FOLIO='D-77',FILE='DISK132:[17ZAJ1.17ZAJ40901]MY40901A.;13',USER='HYUNG',CD='24-FEB-2017;12:00'

D-78

ZEQ.=5,SEQ=158,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=731440,FOLIO='D-78',FILE='DISK132:[17ZAJ1.17ZAJ40901]MY40901A.;13',USER='HYUNG',CD='24-FEB-2017;12:00'

C. DETERMINATION OF SUFFICIENT CLEARING BIDS, WINNING BID RATE AND APPLICABLE RATE .

D-79

ZEQ.=6,SEQ=159,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=14585,FOLIO='D-79',FILE='DISK132:[17ZAJ1.17ZAJ40901]MY40901A.;13',USER='HYUNG',CD='24-FEB-2017;12:00'

THIS IS THE END OF A COMPOSITION COMPONENT

D. ACCEPTANCE AND REJECTION OF SUBMITTED BIDS AND SUBMITTED SELL ORDERS AND ALLOCATION OF SHARES. Existing Holders shall continue to hold the Preferred Shares that are subject to Submitted Hold Orders, and, based on the determinations made pursuant to paragraph (a) of Section C of this Part II, the Submitted Bids and Submitted Sell Orders shall be accepted or rejected by the Auction Agent and the Auction Agent shall take such other action as set forth below:

D-80

ZEQ.=1,SEQ=160,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=763575,FOLIO='D-80',FILE='DISK132:[17ZAJ1.17ZAJ40901]NA40901A.;13',USER='HYUNG',CD='24-FEB-2017;12:00'

D-81

ZEQ.=2,SEQ=161,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=600247,FOLIO='D-81',FILE='DISK132:[17ZAJ1.17ZAJ40901]NA40901A.;13',USER='HYUNG',CD='24-FEB-2017;12:00'

E. RESERVED.

F. AUCTION AGENT.

For so long as any Preferred Shares are outstanding, the Auction Agent, duly appointed by the Trust to so act, shall be in each case a commercial bank, trust company or other financial institution independent of the Trust and its affiliates (which however, may engage or have engaged in business transactions with the Trust or its affiliates) and at no time shall the Trust or any of its affiliates act as the Auction Agent in connection with the Auction Procedures. If the Auction Agent resigns or for any reason its appointment is terminated during any period that any Preferred Shares are outstanding, the Board of Trustees shall use its best efforts promptly thereafter to appoint another qualified commercial bank, trust company or financial institution to act as the Auction Agent. The Auction Agent's registry of Existing Holders of Preferred Shares shall be conclusive and binding on the Broker-Dealers. A Broker-Dealer may inquire of the Auction Agent between 3:00 p.m. Eastern time on the Business Day preceding an Auction for shares of a series of Preferred Shares and 9:30 a.m. Eastern time on the Auction Date for such Auction to ascertain the number of shares in respect of which the Auction Agent has determined such Broker-Dealer to be an Existing Holder. If such Broker-Dealer believes it is the Existing Holder of fewer shares of the applicable Series than specified by the Auction Agent in response to such Broker-Dealer's inquiry, such Broker-Dealer may so inform the Auction Agent of that belief. Such Broker-Dealer shall not, in its capacity as Existing Holder of shares of such Series, submit Orders in such Auction in respect of shares of such Series covering in the aggregate more than the

D-82

ZEQ.=3,SEQ=162,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=373412,FOLIO='D-82',FILE='DISK132:[17ZAJ1.17ZAJ40901]NA40901A.;13',USER='HYUNG',CD='24-FEB-2017;12:00'

number of shares of such Series specified by the Auction Agent in response to such Broker-Dealer's inquiry.

G. TRANSFER OF PREFERRED SHARES.

Unless otherwise permitted by the Trust, a Beneficial Owner or an Existing Holder may sell, transfer or otherwise dispose of Preferred Shares only in whole shares and only pursuant to a Bid or Sell Order placed with the Auction Agent in accordance with the procedures described in this Part II or to a Broker-Dealer, provided , however , that (a) a sale, transfer or other disposition of Preferred Shares from a customer of a Broker-Dealer who is listed on the records of that Broker-Dealer as the holder of such shares to that Broker-Dealer or another customer of that Broker-Dealer shall not be deemed to be a sale, transfer or other disposition for purposes of this Section G if such Broker-Dealer remains the Existing Holder of the shares so sold, transferred or disposed of immediately after such sale, transfer or disposition and (b) in the case of all transfers other than pursuant to Auctions, the Broker-Dealer (or other Person, if permitted by the Trust) to whom such transfer is made shall advise the Auction Agent of such transfer.

H. GLOBAL CERTIFICATE.

Prior to the commencement of a Voting Period, (i) all of the Preferred Shares outstanding from time to time shall be represented by one global certificate registered in the name of the Securities Depository or its nominee and (ii) no registration of transfer of Preferred Shares shall be made on the books of the Trust to any Person other than the Securities Depository or its nominee.

I. FORCE MAJEURE.

D-83

ZEQ.=4,SEQ=163,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=461138,FOLIO='D-83',FILE='DISK132:[17ZAJ1.17ZAJ40901]NA40901A.;13',USER='HYUNG',CD='24-FEB-2017;12:00'

THIS IS THE END OF A COMPOSITION COMPONENT

******* Exercise Your Right to Vote *******

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on Thursday, April 13, 2017.

RMR REAL ESTATE INCOME FUND
You are receiving this communication because you hold shares in the fund named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
See the reverse side of this notice to obtain proxy materials and voting instructions.

ZEQ.=1,SEQ=164,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=573800,FOLIO='',FILE="DISK131:[17ZAJ2.17ZAJ40902]3809-2-BG_ZAJ40902.CHC",USER="HYUNG",CD='Feb 25 01:22 2017'

 Before You Vote 

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

PROXY STATEMENT ANNUAL REPORT

How to View Online:

Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com .

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

BY INTERNET : www.proxyvote.com
BY TELEPHONE : 1-800-579-1639
BY E-MAIL* : [email protected]

If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before March 30, 2017 to facilitate timely delivery.

 How To Vote 

Please Choose One of the Following Voting Methods

Vote In Person : If you choose to vote these shares in person at the meeting, you must request a legal proxy. To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.

Vote by Telephone : To vote by telephone, read the Proxy Statement and have the proxy card below at hand. Call 1-800-690-6903. Follow the instructions.

Vote By Internet : To vote now by Internet, go to www.proxyvote.com . Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.

Vote By Mail : You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.

ZEQ.=1,SEQ=165,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=988332,FOLIO='',FILE="DISK131:[17ZAJ2.17ZAJ40902]3809-2-BG_ZAJ40902.CHC",USER="HYUNG",CD='Feb 25 01:22 2017'

Voting Items

RMR REAL ESTATE INCOME FUND

The Board of Trustees recommends you vote FOR the following proposals:

To elect one Class I Trustee to our Board (Common Shares and Preferred Shares, voting together as a single class):

Nominee:

1a. John L. Harrington

To approve an Agreement and Plan of Redomestication that provides for the reorganization of the Fund from a Delaware statutory trust to a Maryland statutory trust (the Redomestication), and related Redomestication (Common Shares and Preferred Shares, voting together as a single class); and
In their discretion, the proxy holders are authorized to vote and otherwise represent the undersigned on such other matters as may properly come before the Annual Meeting or at any adjournments, postponements or delays thereof.

ZEQ.=1,SEQ=166,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=435194,FOLIO='',FILE="DISK131:[17ZAJ2.17ZAJ40902]3809-2-BG_ZAJ40902.CHC",USER="HYUNG",CD='Feb 25 01:22 2017'

Voting Instructions PROXY TABULATOR P.O. BOX 9112 FARMINGDALE, NY 11735 To vote by Internet 1) Read the Proxy Statement and have the proxy card below at hand. 2) Go to website www.proxyvote.com 3) Follow the instructions provided on the website. To vote by Telephone 1) Read the Proxy Statement and have the proxy card below at hand. 2) Call 1-800-690-6903 3) Follow the instructions. To vote by Mail 1) Read the Proxy Statement. 2) Check the appropriate boxes on the proxy card below. 3) Sign and date the proxy card. 4) Return the proxy card in the envelope provided.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

The Board of Trustees recommends you vote FOR the following proposals: — 1. To elect one Class I Trustee to our Board (Common Shares and Preferred Shares, voting together as a single class): Nominee: 1a. John L. Harrington			o	Against — o	Abstain — o
2. To approve an Agreement and Plan of Redomestication that provides for the reorganization of the Fund from a Delaware statutory trust to a Maryland statutory trust (the Redomestication), and related Redomestication (Common Shares and Preferred Shares, voting together as a single class).			o	o	o
3. In their discretion, the proxy holders are authorized to vote and otherwise represent the undersigned on such other matters as may properly come before the Annual Meeting or at any adjournments, postponements or delays thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR THE NOMINEE FOR TRUSTEE IN PROPOSAL 1 AND FOR PROPOSAL 2. IN THEIR DISCRETION, THE PROXY HOLDERS ARE AUTHORIZED TO VOTE AND OTHERWISE REPRESENT THE UNDERSIGNED ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR AT ANY ADJOURNMENTS, POSTPONEMENTS OR DELAYS THEREOF. THE VALIDITY OF THIS PROXY IS GOVERNED BY THE LAWS OF THE STATE OF DELAWARE. THIS PROXY DOES NOT REVOKE ANY PRIOR POWERS OF ATTORNEY GIVEN BY THE UNDERSIGNED EXCEPT AS IT RELATES TO A PRIOR PROXY CONCERNING THIS ANNUAL MEETING. Please be sure to sign and date this Proxy. NOTE: Please sign exactly as your name(s) appears(s) on the proxy. If held in joint tenancy, all persons should sign. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. If a corporation, please sign in full corporate name by authorized officer indicating title. If a partnership, please sign in partnership name by authorized person indicating title.
Signature [PLEASE SIGN WITHIN BOX]	Date	Signature [Joint Owners]	Date

ZEQ.=1,SEQ=167,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=971633,FOLIO='',FILE="DISK131:[17ZAJ2.17ZAJ40902]3809-2-BI_ZAJ40902.CHC",USER="HYUNG",CD='Feb 25 01:23 2017'

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Proxy Statement and Annual Report are available at www.proxyvote.com.

M99639-P72624

Proxy RMR Real Estate Income Fund For the Annual Meeting of Shareholders To be Held on Thursday, April 13, 2017 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF RMR REAL ESTATE INCOME FUND The undersigned shareholder of RMR Real Estate Income Fund (the Fund), a Delaware statutory trust, hereby appoints Barry M. Portnoy, Jennifer B. Clark and Mark L. Kleifges, and each of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the Annual Meeting of Shareholders of the Fund to be held at Two Newton Place, 255 Washington Street, Suite 100, Newton, Massachusetts 02458 on Thursday, April 13, 2017, at 9:30 a.m. (Eastern time) (the Annual Meeting), and any adjournments, postponements or delays thereof, to cast on behalf of the undersigned all the votes that the undersigned is entitled to cast at the Annual Meeting and otherwise to represent the undersigned at the Annual Meeting with all powers possessed by the undersigned if personally present at the Annual Meeting. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting of Shareholders and of the accompanying proxy statement, each of which is incorporated herein by reference, as well as the Notice Regarding Internet Availability of Proxy Materials, and revokes any proxy heretofore given with respect to the Annual Meeting. THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS PROXY IS EXECUTED BUT NO INSTRUCTION IS GIVEN WITH RESPECT TO THE PROPOSALS, THE VOTE ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST FOR THE FUNDS NOMINEE FOR TRUSTEE IN PROPOSAL 1 AND FOR PROPOSAL 2. THE VOTE ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE DISCRETION OF THE PROXIES ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS OR DELAYS THEREOF. SEE REVERSE FOR VOTING INSTRUCTIONS.

ZEQ.=1,SEQ=168,EFW="2231080",CP="RMR REAL ESTATE INCOME FUND",DN="1",CHK=956668,FOLIO='',FILE="DISK131:[17ZAJ2.17ZAJ40902]3809-2-BI_ZAJ40902.CHC",USER="HYUNG",CD='Feb 25 01:23 2017' TOCEXISTFLAG

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Seven Hills Realty Trust Proxy Solicitation & Information Statement 2017

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Seven Hills Realty Trust — Proxy Solicitation & Information Statement 2017

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Seven Hills Realty Trust Proxy Solicitation & Information Statement 2017