Schedule 13G Amendment No. 22

0001193125-13-286104.txt : 20130709 0001193125-13-286104.hdr.sgml : 20130709 20130709163332 ACCESSION NUMBER: 0001193125-13-286104 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130709 DATE AS OF CHANGE: 20130709 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: 13959978 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 d565362dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 22 Schedule 13G Amendment No. 22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934*

(Amendment No. 22)

RMR Real Estate Income Fund

(Name of Issuer)

Auction Preferred Shares (Series Tu)

Auction Preferred Shares (Series Th)

(Title of Class of Securities)

74965J403

74965J601

(CUSIP Number)

June 30, 2013

(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. 74965J403, 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 1 (Series Tu), 6 (Series Th)
		7.	Sole dispositive power 0
		8.	Shared dispositive power 1 (Series Tu), 6 (Series Th)
9.	Aggregate amount beneficially owned by each reporting person 1 (Series Tu), 6 (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) 0.2% (Series Tu), 6.6% (Series Th)
12.	Type of reporting person (see instructions) HC


CUSIP No. 74965J403, 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 1 (Series Tu), 6 (Series Th)
		7.	Sole dispositive power 0
		8.	Shared dispositive power 1 (Series Tu), 6 (Series Th)
9.	Aggregate amount beneficially owned by each reporting person: 1 (Series Tu), 6 (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) 0.2% (Series Tu), 6.6% (Series Th)
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

200 Bay Street

Toronto, Ontario M5J 2J5

Canada

3 World Financial Center

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 Tu), Auction Preferred Shares (Series Th)

(e)

CUSIP Number

74965J403, 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

(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

(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: x.

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 8, 2013

ROYAL BANK OF CANADA

/s/ Jonathan Hunter

Signature

Jonathan Hunter/Officer

Name/Title

/s/ Walter R. Borek

Signature

Walter R. Borek/Vice-President

Name/Title

RBC CAPITAL MARKETS, LLC

/s/ John Penn*

Signature

John Penn/Authorized Signatory

Name/Title

*	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

EX-99.A 2 d565362dex99a.htm EX-99.A EX-99.A

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 8, 2013.

ROYAL BANK OF CANADA

/s/ Jonathan Hunter

Signature

Jonathan Hunter/Officer

Name/Title

/s/ Walter R. Borek

Signature

Walter R. Borek/Vice-President

Name/Title

RBC CAPITAL MARKETS, LLC

/s/ John Penn*

Signature

John Penn/Authorized Signatory

Name/Title

*	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.