Securities Act of 1933
Form F-3

May 18, 2012

Response of the Office of Capital Markets Trends
Division of Corporation Finance

Based on the facts and representations presented, the Division’s views are as follows. Capitalized terms have the same meanings as defined in your letter.

The Division will not recommend enforcement action to the Commission if Royal Bank of Canada and RBC Covered Bond Guarantor Limited Partnership register the offer and sale of Covered Bonds and the related Guarantee under the Securities Act of 1933, as amended, using Form F-3, all on the terms and subject to the conditions set forth in your letter.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division’s position on enforcement action only and does not express any legal conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2012/rbc051812-f3.htm