Item 1 Business.
(B)
Item 1A
Item 1A Risk Factors.
(C)
Item 2 Properties.
(D)
Item 3 Legal Proceedings.
(E)
Item 4 Mine Safety Disclosures.
Item 1B.
Item 1B. Unresolved Staff Comments.
Not Applicable.
PART II
THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:
(A)
Item 5
Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
(B)
Item 6
Item 6 Selected Financial Data.
(C)
Item 7
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(D)
Item 7A
Item 7A Quantitative and Qualitative Disclosures About Market Risk.
(E)
Item 8
Item 8 Financial Statements and Supplementary Data.
(F)
Item 9
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
(G)
Item 9A
Item 9A Controls and Procedures.
Item 9B.
Item 9B. Other Information.
None.
PART III
THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:
(A)
Item 10
Item 10 Directors, Executive Officers and Corporate Governance.
(B)
Item 11
Item 11 Executive Compensation.
(C)
Item 12
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
(D)
Item 13
Item 13 Certain Relationships and Related Transactions, and Director Independence.
(E)
Item 14
Item 14 Principal Accountant Fees and Services.
PART IV
Item 15.
Item 15. Exhibits and Financial Statement Schedules.
(a)
(1) Not applicable.
(2) Not applicable.
(3) The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
(b)
The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
(c)
None.
Item 16. Form 10-K Summary
None.
SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J(2) TO FORM 10-K:
Capitalized terms used and not otherwise defined herein shall have the same meanings as set forth in the Prospectus dated June 25, 2015.
Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).
Not Applicable.
Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers).
Not Applicable.
Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).
Based on the standards set forth in Item 1115(b) of Regulation AB, no information is required in response to this Item.
Item 1117 of Regulation AB. Legal Proceedings.
No legal proceedings are pending against any of Royal Bank of Canada (in its capacity as the sponsor (the “Sponsor”), in its capacity as an originator contemplated by Item 1110(b) of Regulation AB (the “Originator”), in its capacity as servicer (the “Servicer”), in its capacity as cash manager (the “Cash Manager”)), RBC Covered Bond GP Inc. in its capacity as managing general partner of RBC Covered Bond Guarantor Limited Partnership (the “Issuing Entity”), Computershare Trust Company of Canada in its capacity as the bond trustee (the “Bond Trustee”) or the Issuing Entity that are or would be material to holders of the covered bonds. No such proceedings are known to be contemplated by governmental authorities.
Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.
The Sponsor is the originator, as contemplated by Item 1110 of Regulation AB, of all of the mortgage loans owned by the Issuing Entity. The Sponsor is also the Servicer. The Issuing Entity was formed by the Sponsor. The Sponsor owns a 99.95% limited partnership interest in the Issuing Entity. RBC Covered Bond GP Inc. is the managing general partner of the Issuing Entity and owns a 0.0495% general partnership interest in the Issuing Entity. 6848320 Canada Inc. is the liquidation general partner and owns a 0.0005% general partnership interest in the Issuing Entity. Two employees of Computershare Trust Company of Canada are directors and officers of 6848320 Canada Inc. The Sponsor owns 100% of RBC Covered Bond GP Inc. and 9% of 6848320 Canada Inc.
Other than as specified in this Item above, none of the Sponsor, RBC Covered Bond GP Inc., 6848320 Canada Inc. or the Issuing Entity is an affiliate of Computershare Trust Company of Canada, the Bond Trustee.
There are no significant obligors contemplated by Item 1112 of Regulation AB, enhancement or support providers contemplated by Item 1114 or 1115 of Regulation AB, or other material parties related to the covered bonds contemplated by Item 1100(d)(1) of Regulation AB.
In addition, to the best of our knowledge, there are no business relationships, agreements, arrangements, transactions or understandings entered into outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the Transaction Documents involving the issuance of the covered bonds by the Sponsor and the guarantee by the Issuing Entity, between Royal Bank of Canada (in its capacities as Sponsor, Depositor, Originator, or Servicer), the Bond Trustee and the Issuing Entity, or any affiliates of such parties, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the covered bonds or the guarantee.
Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.
Royal Bank of Canada, in its capacity as the Servicer and the Cash Manager (the “Servicing Party”), has been identified by the Sponsor as the party participating in the servicing function with respect to the asset pool held by the Issuing Entity. The Servicing Party has completed a report on an assessment of compliance with the servicing criteria set forth in paragraph (d) of Item 1122 of Regulation AB applicable to it (the “Servicing Assessment Report”), which Servicing Assessment Report is attached as an exhibit to this Form 10-K. In addition, the Servicing Party has provided an attestation report (the “Attestation Report”) by a registered public accounting firm, which report is also attached as an exhibit to this Form 10-K.
Item 1123 of Regulation AB. Servicer Compliance Statement.
The Servicing Party has completed a statement of compliance with its activities during the reporting period and of its performance under the applicable servicing criteria (a “Compliance Statement”), signed by an authorized officer of the Servicing Party. The Compliance Statement is attached as Exhibit 35.1 to this Form 10-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
RBC COVERED BOND GUARANTOR LP
(Issuing entity)
Date:
January 29, 2018
By:
ROYAL BANK OF CANADA
(Depositor)
/s/ James Salem
(Signature)
James Salem
Executive Vice-President and Treasurer
/s/ David Power
(Signature)
David Power
Vice-President, Corporate Treasury
EXHIBIT INDEX