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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 10)*
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RMR
REAL Estate Income Fund
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(Name
of Issuer)
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Auction
Preferred Shares (Series T)
Auction
Preferred Shares (Series Th)
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(Title
of Class of Securities)
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74964k302
74964k500
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(CUSIP
Number)
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April
30, 2010
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(Date
of Event Which Requires Filing of this
Statement)
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[x]
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Rule
13d-1(b)
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£
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Rule
13d-1(c)
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£
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Rule
13d-1(d)
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*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.
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1.
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Names
of Reporting Persons
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I.R.S.
Identification Nos. of above persons (entities only).
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Royal
Bank of Canada
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2.
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Check
the Appropriate Box if a Member of a group (See
Instructions)
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(a)[ ]
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(b)[ ]
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
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Canada
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Number
of Shares Beneficially Owned By
Each
Reporting
Person
With:
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5.
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Sole
Voting Power
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0
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6.
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Shared
Voting Power
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5
(Series T),
8(
Series Th)
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7.
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Sole
Dispositive Power
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0
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8.
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Shared
Dispositive Power
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5
(Series T),
8
(Series Th)
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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5
(Series T),
8
(Series Th)
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10.
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Check
if Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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[ ]
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11.
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Percent
of Class Represented by Amount in Row (9)
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1.1%
(Series T),
8.8%
(Series Th)
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12.
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Type
of Reporting Person (See Instructions)
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HC
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1.
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Names
of Reporting Persons
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I.R.S.
Identification Nos. of above persons (entities only).
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RBC
Capital Markets Corporation
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2.
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Check
the Appropriate Box if a Member of a group (See
Instructions)
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(a)[ ]
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(b)[ ]
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
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Minnesota
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Number
of Shares Beneficially Owned By
Each
Reporting
Person
With:
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5.
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Sole
Voting Power
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0
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6.
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Shared
Voting Power
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5
(Series T),
8
(Series Th)
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7.
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Sole
Dispositive Power
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0
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8.
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Shared
Dispositive Power
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5
(Series T),
8
Series (Th)
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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5
(Series T),
8
Series (Th)
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10.
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Check
if Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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[ ]
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11.
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Percent
of Class Represented by Amount in Row (9)
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1.1%
(Series T),
8.8%
(Series Th)
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12.
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Type
of Reporting Person (See Instructions)
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BD
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Item
1.
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(a)
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Name
of Issuer
RMR
Real Estate Income Fund
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(b)
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Address
of Issuer’s Principal Executive Offices
400
Centre Street
Newton,
MA 02458
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Item
2.
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(a)
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Name
of Person Filing
1.
Royal
Bank of Canada
2.
RBC
Capital Markets Corporation
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(b)
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Address
of Principal Business Office or, if none, Residence
1.
200
Bay Street
Toronto, Ontario M5J 2J5
Canada
2.
One
Liberty Plaza
165 Broadway
New York, New York 10006
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(c)
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Citizenship
See
item 4 of the cover pages.
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(d)
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Title
of Class of Securities
Auction
Preferred Shares (Series Th)
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(e)
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CUSIP
Number
74964k302,
74964k500
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| 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: |
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(a)
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[x]
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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£
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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£
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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£
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Investment
company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C 80a-8).
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(e)
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£
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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£
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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[x]
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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£
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A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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£
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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);
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(j)
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£
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A
non-U.s. institution in accordance with Rule
13d-1(b0(1)(ii)(J);
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(k)
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£
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Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
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(j)
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£
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A
non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J);
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(k)
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£
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Group,
in accordance with
§240.13d-1(b)(1)(ii)(K).
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Item
4.
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Ownership
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(a)
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Amount
beneficially owned: See Item 9 of the Cover
Page.
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(b)
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Percent
of class: See Item 11 of the Cover Page.
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote
0
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(ii)
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Shared
power to vote or to direct the vote
See
Item 9 of the cover pages.
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(iii)
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Sole
power to dispose or to direct the disposition of
0
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(iv)
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Shared
power to dispose or to direct the disposition of
See
Item 9 of the cover pages.
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Item
5.
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Ownership
of Five Percent or Less of a Class
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As
of the reporting date, the reporting persons hold less than five percent
of Series M, Series T, Series W and Series F.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person
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Not
applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company
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RBC
Capital Markets Corporation is an indirectly wholly owned subsidiary of
Royal Bank of Canada.
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Item
8.
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Identification
and Classification of Members of the Group
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Not
applicable.
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Item 9.
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Notice
of Dissolution of Group
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Not
applicable.
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Item
10.
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Certification
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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.
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SIGNATURE
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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: May
7, 2010
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ROYAL
BANK OF CANADA
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/s/
Thomas Smee
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Signature
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Thomas
Smee/Senior Vice President
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Name/Title
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/s/
Bruce Macdonald
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Signature
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Bruce
Macdonald/Executive Vice President
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Name/Title
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RBC
CAPITAL MARKETS CORPORATION
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*/s/
John Penn
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Signature
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John
Penn/Authorized Signatory
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Name/Title
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*This
Schedule 13G/A was executed by John Penn pursuant to the power of attorney
filed with the Securities and Exchange Commission on March 10, 2009 in
connection with a Schedule 13G for BlackRock MuniHoldings Fund II, Inc.,
which power of attorney is incorporated herein by
reference.
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Exhibit
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Exhibit
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A.
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Joint
Filing Agreement
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EXHIBIT
A
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JOINT
FILING AGREEMENT
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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 May
7, 2010.
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ROYAL
BANK OF CANADA
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/s/
Thomas Smee
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Signature
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Thomas
Smee/Senior Vice President
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Name/Title
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/s/
Bruce Macdonald
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Signature
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Bruce
Macdonald/Executive Vice President
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Name/Title
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RBC
CAPITAL MARKETS CORPORATION
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*/s/
John Penn
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Signature
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John
Penn/Authorized Signatory
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Name/Title
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*This
Schedule 13G/A was executed by John Penn pursuant to the power of attorney
filed with the Securities and Exchange Commission on March 10, 2009 in
connection with a Schedule 13G for BlackRock MuniHoldings Fund II, Inc.,
which power of attorney is incorporated herein by reference.
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