0001214659-15-000222.txt : 20150108 0001214659-15-000222.hdr.sgml : 20150108 20150108163324 ACCESSION NUMBER: 0001214659-15-000222 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150108 DATE AS OF CHANGE: 20150108 GROUP MEMBERS: RBC CAPITAL MARKETS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RMR Real Estate Income Fund CENTRAL INDEX KEY: 0001452477 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84936 FILM NUMBER: 15516767 BUSINESS ADDRESS: STREET 1: TWO NEWTON PLACE STREET 2: 255 WASHINGTON STREET, SUITE 300 CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: 617-332-9530 MAIL ADDRESS: STREET 1: TWO NEWTON PLACE STREET 2: 255 WASHINGTON STREET, SUITE 300 CITY: NEWTON STATE: MA ZIP: 02458 FORMER COMPANY: FORMER CONFORMED NAME: RMR Asia Pacific Real Estate Fund DATE OF NAME CHANGE: 20090616 FORMER COMPANY: FORMER CONFORMED NAME: New RMR Asia Pacific Real Estate Fund DATE OF NAME CHANGE: 20081218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROYAL BANK OF CANADA CENTRAL INDEX KEY: 0001000275 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ROYAL BANK PLAZA STREET 2: 200 BAY STREET CITY: TORONTO STATE: A6 ZIP: M5J2J5 BUSINESS PHONE: 2128587116 MAIL ADDRESS: STREET 1: ROYAL BANK PLAZA STREET 2: 200 BAY STREET CITY: TORONTO STATE: A6 ZIP: M5J2J5 FORMER COMPANY: FORMER CONFORMED NAME: ROYAL BANK OF CANADA \ DATE OF NAME CHANGE: 19950908 SC 13G/A 1 f16140sc13ga3.htm AMENDMENT NO. 3 f16140sc13ga3.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 

SCHEDULE 13G

Under the Securities Exchange Act of 1934*

(Amendment No. 3)


RMR Real Estate Income Fund
(Name of Issuer)


Auction Preferred Shares (Series Th)
 (Title of Class of Securities)


74965J601
(CUSIP Number)


December 31, 2014
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x      Rule 13d-1(b)

£      Rule 13d-1(c)

£      Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
CUSIP No.  74965J601
 
             
  1. 
  
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Royal Bank of Canada
  2.
  
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ¨    
(b)  ¨
 
  3.
  
SEC Use Only
 
  4.
  
Citizenship or Place of Organization
 
Canada
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
  
5. 
  
Sole Voting Power
 
0
  
6. 
  
Shared Voting Power
 
70 (Series Th)
  
7. 
  
Sole Dispositive Power
 
0
  
8. 
  
Shared Dispositive Power
 
70 (Series W)
  9.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
70 (Series Th)
10.
  
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
11.
  
Percent of Class Represented by Amount in Row (9)
 
76.9% (Series Th)
12.
  
Type of Reporting Person (See Instructions)
 
HC

 
 
 

CUSIP No.  74965J601
 
             
  1. 
  
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
RBC Capital Markets, LLC
  2.
  
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ¨    
(b)  ¨
 
  3.
  
SEC Use Only
 
  4.
  
Citizenship or Place of Organization
 
Minnesota
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
  
5. 
  
Sole Voting Power
 
0
  
6. 
  
Shared Voting Power
 
70 (Series Th)
  
7. 
  
Sole Dispositive Power
 
0
  
8. 
  
Shared Dispositive Power
 
70 (Series Th)
  9.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
70 (Series Th)
10.
  
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
11.
  
Percent of Class Represented by Amount in Row (9)
 
76.9% (Series W)
12.
  
Type of Reporting Person (See Instructions)
 
BD

 
 
 
 
Item 1.
 
(a)
Name of Issuer
RMR Real Estate Income Fund
   
(b)
Address of Issuer’s Principal Executive Offices
Two Newton Place
255 Washington Street
Newton, MA 02458
 
Item 2.
 
(a)
Name of Person Filing
 
1.Royal Bank of Canada
2. RBC Capital Markets, LLC
   
(b)
Address of Principal Business Office or, if none, Residence
 
1    200 Bay Street
      Toronto, Ontario M5J 2J5
      Canada
 
2.    200 Vesey Street
       New York, New York 10281
   
(c)
Citizenship
See Item 4 of the cover pages.
   
(d)
Title of Class of Securities
Auction Preferred Shares (Series W)
   
(e)
CUSIP Number
74965J601
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a)
x
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
     
(b)
£
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
     
(c)
£
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
     
(d)
£
Investment company registered under section 8 of the Investment Company Act of 1940  (15 U.S.C 80a-8).
     
(e)
£
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
     
(f)
£
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
     
(g)
x
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
     
(h)
£
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
(i)
£
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
     
(j)
£
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
     
(k)
£
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
 
 
 
 
 
Item 4.
Ownership
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)
Amount beneficially owned:  See Item 9 of the Cover Page.
   
(b)
Percent of class:  See Item 11 of the Cover Page.
   
(c)
Number of shares as to which the person has:
   
 
(i)
Sole power to vote or to direct the vote
0
     
 
(ii)
Shared power to vote or to direct the vote
See Item 9 of the cover pages.
     
 
(iii)
Sole power to dispose or to direct the disposition of
0
     
 
(iv)
Shared power to dispose or to direct the disposition of
See Item 9 of the cover pages.
 
Instruction:  For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
 
Item 5.
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
 
RBC Capital Markets, LLC is an indirectly wholly owned subsidiary of Royal Bank of Canada.
 
Item 8.
Identification and Classification of Members of the Group
 
Not applicable.
 
Item 9.
Notice of Dissolution of Group
 
Not applicable.

 
Item 10.
Certification
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: January 8, 2015
 
   
 
ROYAL BANK OF CANADA
   
   
 
/s/ John Penn1
 
 
Signature
   
 
John Penn/Authorized Signatory
   
   
 
Name/Title
   
   
   
   
 
RBC CAPITAL MARKETS, LLC
   
   
 
/s/ John Penn2
 
 
Signature
   
 
John Penn/Authorized Signatory
 
 
Name/Title
 
 
                                                                  
1 This Schedule 13G/A was executed by John Penn pursuant to the power of attorney filed with the Securities and Exchange Commission on August 9, 2013 in connection with a Schedule 13G/A for RMR Real Estate Income Fund, which power of attorney is incorporated herein by reference. 
 
2 This Schedule 13G/A was executed by John Penn pursuant to the power of attorney filed with the Securities and Exchange Commission on November 12, 2010 in connection with a Schedule 13G/A for RMR Real Estate Income Fund, which power of attorney is incorporated herein by reference. 
 
 
 
 
 
Index to Exhibits

Exhibit
Exhibit
   
A.
Joint Filing Agreement
 
 
 
 
 
 

 
 
 
 

EXHIBIT A

JOINT FILING AGREEMENT


In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13G/A with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13G/A.  In evidence thereof, the undersigned hereby execute this Agreement as of January 8, 2015.
 
 
   
 
ROYAL BANK OF CANADA
   
   
 
/s/ John Penn1
 
 
Signature
   
 
John Penn/Authorized Signatory
   
   
 
Name/Title
   
   
   
   
 
RBC CAPITAL MARKETS, LLC
   
   
 
/s/ John Penn2
 
 
Signature
   
 
John Penn/Authorized Signatory
 
   
 
Name/Title
 
 
                                                                  
1 This Schedule 13G/A was executed by John Penn pursuant to the power of attorney filed with the Securities and Exchange Commission on August 9, 2013 in connection with a Schedule 13G/A for RMR Real Estate Income Fund, which power of attorney is incorporated herein by reference. 
 
2 This Schedule 13G/A was executed by John Penn pursuant to the power of attorney filed with the Securities and Exchange Commission on November 12, 2010 in connection with a Schedule 13G/A for RMR Real Estate Income Fund, which power of attorney is incorporated herein by reference.