0001214659-19-004584.txt : 20190710 0001214659-19-004584.hdr.sgml : 20190710 20190710163133 ACCESSION NUMBER: 0001214659-19-004584 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190710 DATE AS OF CHANGE: 20190710 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: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84936 FILM NUMBER: 19949700 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 r79190sc13ga25.htm AMENDMENT NO. 25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 25)*

RMR REAL ESTATE INCOME FUND

(Name of Issuer)

Auction Preferred Shares (Series M)

Auction Preferred Shares (Series W)

Auction Preferred Shares (Series Th)

(Title of Class of Securities)

	74965J304 74965J502 74965J601
	(CUSIP Number)

June 30, 2019
(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)

	o	Rule 13d-1(c)

	o	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. 74965J304, 74965J502, 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)o (b)o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Canada

NUMBER OF

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

SOLE VOTING POWER

SHARED VOTING POWER

2 (Series M), 2 (Series W), 5 (Series Th)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

2 (Series M), 2 (Series W), 5 (Series Th)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2 (Series M), 2 (Series W), 5 (Series Th)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.13% (Series M), 4.26% (Series W), 5.49% (Series Th)
12	TYPE OF REPORTING PERSON (see instructions) HC

CUSIP No. 74965J304, 74965J502, 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)o (b)o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota

NUMBER OF

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

SOLE VOTING POWER

SHARED VOTING POWER

2 (Series M), 2 (Series W), 5 (Series Th)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

2 (Series M), 2 (Series W), 5 (Series Th)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2 (Series M), 2 (Series W), 5 (Series Th)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.13% (Series M), 4.26% (Series W), 5.49% (Series Th)
12	TYPE OF REPORTING PERSON (see instructions) BD

Item 1(a).	Name of Issuer:

	RMR Real Estate Income Fund

Item 1(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

Item 2(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

Item 2(c).	Citizenship:

	See Item 4 of the cover pages.

Item 2(d).	Title of Class of Securities:

	Auction Preferred Shares (Series M), Auction Preferred Shares (Series W), Auction Preferred Shares (Series Th)

Item 2(e).	CUSIP Number: 74965J304, 74965J502, 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;
	(b)	o	Bank as defined in Section 3(a)(6) of the Act;
	(c)	o	Insurance company as defined in Section 3(a)(19) of the Act;
	(d)	o	Investment company registered under Section 8 of the Investment Company Act of 1940;
	(e)	x	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	x	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	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;
	(j)	o	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
	(k)	o	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

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 such 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 6 of the Cover Page.
		(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 8 of the Cover Page.

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 X ☐. The reporting person has ceased to be the beneficial owner of more than five percent of the Auction Preferred Shares (Series M and Series W) as of June 30, 2019.

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: July 10, 2019

	ROYAL BANK OF CANADA


	/s/ Chris Walmsley

	Signature Chris Walmsley/Authorized Signatory

	Name/Title





	RBC CAPITAL MARKETS, LLC


	/s/ Chris Walmsley

	Signature Chris Walmsley/Head of U.S. Capital Markets Law Group

	Name/Title

Index to Exhibits

Exhibit	Exhibit

A. Joint Filing Agreement
B. Power of Attorney

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 July 10, 2019.

	ROYAL BANK OF CANADA


	/s/ Chris Walmsley

	Signature Chris Walmsley/Authorized Signatory

	Name/Title





	RBC CAPITAL MARKETS, LLC


	/s/ Chris Walmsley

	Signature Chris Walmsley/Head of U.S. Capital Markets Law Group

	Name/Title

EXHIBIT B

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that Royal Bank of Canada (“RBC”) does hereby make, constitute and appoint each of Chris Walmsley and Ed Chow, each an employee of RBC Capital Markets, LLC (“RBCCM”), acting individually, its true and lawful attorney, in order for RBCCM to satisfy its obligations to RBC under a services agreement and related information schedule between RBC and RBCCM, to execute and deliver in its name and on its behalf whether RBC is acting individually or as a representative of others, any and all filings required to be made by RBC under the Securities Exchange Act of 1934, as amended (the “Act”), with respect to securities which may be deemed to be beneficially owned by RBCCM and RBC under the Act, giving and granting unto said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as RBC might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of RBCCM.

ROYAL BANK OF CANADA

By: /s/ Howard M. Sacarob

Name: Howard M. Sacarob

Title: VP, Head of US Tax
Date: 6/17/19

By: /s/ John Thurlow

Name: John Thurlow

Title: Officer
Date: 6/18/2019