Attached files
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer o | Accelerated filer o |
| Non-accelerated filer (Do not check if a smaller reporting company) x | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.
None.
Note.—If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.
Documents Incorporated by Reference
None
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Explanatory Note
This Amendment No. 1 (this “Amendment”) to our Annual Report on Form 10-K for the fiscal year ended October 31, 2012, originally filed with the Securities and Exchange Commission (the “SEC”) on January 29, 2013 (the “Original Form 10-K”), is being filed solely to revise the information required by Item 1122 of Regulation AB and to refile Exhibits 31, 33.1 and 35.1 to the Original Form 10-K.
No other changes have been made to the Original Form 10-K other than described above. This Amendment does not reflect subsequent events occurring after the date of the Original Form 10-K or modify or update any disclosures set forth in the Original Form 10-K except as expressly set forth under Item 1122 below.
3
PART IV
Item 15. Exhibits and Financial Statement Schedules.
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(a)
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(1) Not applicable.
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(2) Not applicable.
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(b)
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The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
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(c)
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None.
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Capitalized terms used and not otherwise defined herein shall have the same meanings as set forth in the Prospectus dated July 30, 2012.
Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.
The Servicer and the Cash Manager (collectively, the “Servicing Parties”) have each been identified by the Sponsor as parties participating in the servicing function with respect to the asset pool held by the Issuing Entity. Each of the Servicing Parties 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 (each, a “Servicing Assessment Report”), which Servicing Assessment Reports are attached as exhibits to this Form 10-K. In addition, each of the Servicer and the Cash Manager has provided an attestation report (each, an “Attestation Report”) by a registered public accounting firm, which reports are also attached as exhibits to this Form 10-K. The Servicer complied in all material respects with the servicing criteria applicable to it. The Cash Manager has complied in all respects with the servicing criteria applicable to it, except that with respect to servicing criteria 1122(d)(2)(i), the Cash Manager held funds for the benefit of the Issuing Entity, after making all required payments on each Guarantor LP Payment Date, rather than depositing such excess funds to the GDA Account as required by the Cash Management Agreement.
Distributions to covered bond holders were not impacted. On January 29, 2013, the Cash Manager obtained a waiver of the material instance of noncompliance noted above on the basis that such non-compliance was not material to bond holders. The Cash Manager amended its procedures manual on February 1, 2013 to assure compliance with the deposit requirement on future Guarantor LP Payment Dates and instituted a process to review the activity, if any, in the GDA Account daily and confirm that the balance of the account is in accord with the Net Inflow (Outflow) of funds as reported in the monthly investor report.
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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.
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RBC COVERED BOND GUARANTOR LP
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(Issuing entity)
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Date:
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June 28, 2013
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By:
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ROYAL BANK OF CANADA
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(Depositor)
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/s/ James Salem
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(Signature)
James Salem
Executive Vice-President and Treasurer
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/s/ David Power
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(Signature)
David Power
Vice-President, Market Strategy and Execution, Corporate
Treasury |
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EXHIBIT INDEX
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Exhibit 31
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Certification of Senior Officer in Charge of Securitization of the Depositor Pursuant to Rule 15d-14(d).
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Exhibit 33.1
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Report on Assessment of Compliance with Applicable Servicing Criteria for Covered Bonds by Royal Bank of Canada.
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Exhibit 34.1
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Attestation Report on Assessment of Compliance with the Servicing Criteria for Covered Bonds by Deloitte LLP, on behalf of Royal Bank of Canada.
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Exhibit 35.1
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Annual Servicer Compliance Statement of the Servicer for the period ended October 31, 2012.
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