UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C.  20549

 

SCHEDULE 13G/A

 

Under the Securities
Exchange Act of 1934

 (Amendment No. 16)* 



 



    RMR REAL ESTATE INCOME FUND

    (Name of Issuer)

    

    
        
 
        
 Auction Preferred Shares (Series Th) 
        
 

    (Title of Class of Securities)



 



     
    
 74965J601 
     

     
    (CUSIP Number)
     

     

     July 31, 2018 

    (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.   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
        
 
        
 0 (Series Th) 

    7
    
        
SOLE DISPOSITIVE POWER
        
 
        
0

    8
    
        
SHARED DISPOSITIVE POWER
        
 
        
 0 (Series Th) 





    9
    
        
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        
 
        
 0 (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)
        
 
        
 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
        
 
        
 0 (Series Th) 

    7
    
        
SOLE DISPOSITIVE POWER
        
 
        
0

    8
    
        
SHARED DISPOSITIVE POWER
        
 
        
 0 (Series Th) 





    9
    
        
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        
 
        
 0 (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)
        
 
        
 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).
     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;

     
    (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)
    o
    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 ☒.

     
     

     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: August
9, 2018 

 





     
    ROYAL BANK OF CANADA
     

     
     
     
     

     
     
     
     

     
     /s/ John Penn 1 
     

     
     
     

     
    
        
Signature
        
 
        
John Penn/Authorized Signatory
     

     
     
     

     
    Name/Title
     

 

 

 

 



     
    RBC CAPITAL MARKETS, LLC
     

     
     
     
     

     
     
     
     

     
     /s/ John Penn 2 
     

     
     
     

     
    
        
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 July 10, 2018 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 August 9, 2018. 

 

 

    



     
    ROYAL BANK OF CANADA
     

     
     
     
     

     
     
     
     

     
     /s/ John Penn 3 
     

     
     
     

     
    
        
Signature
        
 
        
John Penn/Authorized Signatory
     

     
     
     

     
    Name/Title
     

 

 

 

 

 



     
    RBC CAPITAL MARKETS, LLC
     

     
     
     
     

     
     
     
     

     
     /s/ John Penn 4 
     

     
     
     

     
    
        
Signature
        
 
        
John Penn/Authorized Signatory
     

     
     
     

     
    Name/Title
     

 

 

 

 




 3
This Schedule 13G/A was executed by John Penn pursuant to the power of attorney filed with the Securities and Exchange
Commission on July 10, 2018 in connection with a Schedule 13G/A for RMR Real Estate Income Fund, which power of attorney is incorporated
herein by reference.  

   

 4 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.