RMR REAL ESTATE INCOME FUND

(Name of Issuer)

 

Auction Preferred Shares (Series Th)

(Title of Class of Securities)

 

74965J601

 

 

(CUSIP Number)

 

 

February 28, 2017

(Date of Event Which Requires Filing of This Statement)

Rule 13d-1(b)

 

Rule 13d-1(c)

 

Rule 13d-1(d)

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)o

(b)o

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

 

61 (Series Th),

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

61 (Series Th),

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

61 (Series Th),

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

67.0%  (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)o

(b)o

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

 

61(Series Th)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

61(Series Th)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

61(Series Th)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

67.0%  (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 Th)

 

 

Item 2(e).

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)

Broker or dealer registered under Section 15 of the Act;

(b)

Bank as defined in Section 3(a)(6) of the Act;

(c)

Insurance company as defined in Section 3(a)(19) of the Act;

(d)

Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

A savings association 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;

(j)

A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)

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:

61

(b)

Percent of Class:

67.0%

(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:

61

(iii)

sole power to dispose or to direct the disposition of:

0

(iv)

shared power to dispose or to direct the disposition of:

61

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.

ROYAL BANK OF CANADA

/s/ John Penn1

Signature

 

John Penn/Authorized Signatory

Name/Title