Filing Details

 

 

 

 

 

This Amendment No. 1 (this “Amendment”) amends, as set forth below, the statement on Schedule 13D, dated May 15, 2012 and filed with the SEC on May 25, 2012 (the “Original Schedule 13D”) for Royal Bank of Canada ("RBC") and RBC Municipal Products, Inc. succeeded by conversion by RBC Municipal Products, LLC (“RBCMP”) (collectively, the “Reporting Persons”) with respect to the variable rate muni term preferred shares (“VMTP Shares”) of Invesco Pennsylvania Value Municipal Income Trust (the “Issuer”).  This Amendment is being filed as a result of the execution of the Registration Rights Agreement dated as of June 1, 2017 relating to the VMTP Shares (CUSIP 46132K604) of the Issuer.

All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to them in the Original Schedule 13D.  Except as otherwise provided herein, each item of the Original Schedule 13D remains unchanged.

 

Item 3.  Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D is hereby amended by deleting the last two sentences of Paragraph 1 and replacing it with the following:

"The VMTP were subsequently transferred from the TOB and deposited by MPI into a tender option bond financing trust named RBC Taxable TOB Trust, Series E-52 (the "Subsequent TOB").  The Subsequent TOB has title to 100% of the VMTP but does not have the power to dispose or direct the disposition of the VMTP, which power is retained by MPI.  Voting rights on the VMTP are retained by MPI and the Voting Trust as described in Item 6."

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Original Schedule 13D is hereby amended by deleting the last sentence thereof and adding the following in its place:

“RBC Capital Markets, LLC ("RBCCM"), an affiliate of RBCMP, has entered into a Registration Rights Agreement dated as of June 1, 2017 with respect to the VMTP Shares owned by RBCMP.  In addition to the 1,301 shares of VMTP beneficially owned by RBCMP, RBCCM acquired 75 shares of VMTP on June 1, 2017 which will be separately reported by RBCCM in a Schedule 13G filing due in July 2017."

Item 7.  Material to be Filed as Exhibits

Exhibit

Description of Exhibit

Exhibit 99.1 of Item 7 of  the Original Schedule 13D is hereby amended and restated in its entirety as follows:

“99.1

Joint Filing Agreement”

Exhibit 99.3 of Item 7 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

"99.3

Registration Rights Agreement dated as of June 1, 2017"

 

 

Name	Address	Principal Occupation	Citizenship
Bolger, Rod	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	Chief Financial Officer	American
Dobbins, Michael	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	Head, Strategy and Corporate Development	American
Guzman, Doug	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	Group Head, RBC Wealth Management & RBC Insurance	Canadian
Helena Gottschling	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	Chief Human Resources Officer	Canadian
Hughes, Mark	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	Group Chief Risk Officer	Canadian British American
McGregor, Alex Douglas	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	Group Head, Capital Markets and Investor & Treasury Services	Canadian
McKay, David Ian	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	President and Chief Executive Officer	Canadian
McLaughlin, Neil	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	Group Head, Personal and Commercial Banking	Canadian
Ross, Bruce	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	Group Head, Technology and Operations	Canadian
Tory, Jennifer	Royal Bank of Canada 200 Bay Street, South Tower Toronto, Ontario M5J 2J5 Canada	Chief Administrative Officer	Canadian

 

Royal Bank of Canada

Directors

 

 

 

 

RBC Municipal Products, LLC

Executive Officers

RBC Municipal Products, LLC

Directors

 

 

SCHEDULE II

In Commodity Futures Trading Commission v. Royal Bank of Canada (the “RBC”), 12-cv-2497, Dkt. No. 124 (S.D.N.Y. Dec. 18, 2014), RBC, without admitting or denying any of the CFTC’s allegations, entered into a consent order that found that, in violation of Section 4c(a) of the Commodity Exchange Act (“CEA”), RBC entered into block trades during the period June 1, 2007 and May 31, 2010 with an express or implied understanding that the positions resulting from the trades would later be offset or delivered opposite those of certain of its affiliates.  The consent order also found that, in violation of CFTC Regulation 1.38(a), the express or implied understandings for later trades were not reported to the OneChicago exchange without delay, as required by the OneChicago rules.

The consent order enjoined RBC from violations of Section 4c(a) of the CEA and CFTC Regulation 1.38(a) and required RBC to pay a civil monetary penalty of $35,000,000.

 

 

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.

 

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