K&L | GATES Kirkpatrick & Lockhart Preston Gates Ellis LLP
1601 K Street NW
Washington, DC 20006-1600
T 202.778.9000 www.klgates.com
Alan C. Porter
202.778.9186 direct dial
202.778.9100 fax
alan.porter@klgates.com
May 2, 2008
VIA EDGAR
---------
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Preliminary Proxy Statement for RMK Multi-Sector High Income Fund, Inc.
-----------------------------------------------------------------------
(File No. 811-21833)
--------------------
Ladies and Gentlemen:
On behalf of RMK Multi-Sector High Income Fund, Inc. (the "Company"),
transmitted herewith for filing pursuant to Rule 14a-6(a) under the Securities
Exchange Act of 1934, as amended, are the preliminary proxy statement and the
forms of proxy to be used in connection with the special and annual meetings of
shareholders of the Company scheduled to be held on July 11, 2008 (the
"Meetings"). The proxy materials for the Meetings consist of a letter from the
president of the Company, the notice of the meetings, the proxy statement, and
the forms of proxy.
The Company's Meetings are being held jointly with special and annual
meetings of RMK Advantage Income Fund, Inc. (File No. 811-21631), RMK High
Income Fund, Inc. (File No. 811-21332) and RMK Strategic Income Fund, Inc. (File
No. 811-21487), which today have also filed proxy materials relating to their
respective shareholder meetings. Because the proxy materials filed by the
Company are substantially identical to those filed by these other RMK closed-end
funds, the staqff need only review one of the referenced filings. We will
consider any comments conveyed by the staff as being applicable to all filings,
unless the context requires otherwise.
We anticipate that definitive proxy materials will be mailed to
shareholders beginning on or after May 12, 2008.
If you have any questions or comments regarding the foregoing, please
contact me at (202) 778-9186, or Mitra Shakeri at (202) 778-9024.
Sincerely,
/s/ Alan C. Porter
Alan C. Porter
Enclosures