UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2020

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

333-203567

(Commission file number of Issuing Entity)

RBC Covered Bond Guarantor Limited Partnership

(Exact name of registrant as specified in its charter)

0001550369

(CIK number of Issuing Entity )

Royal Bank of Canada

(Exact name of Sponsor and Depositor as specified in its charter)

0001000275

(CIK number of Sponsor and Depositor)

Ontario, Canada		98-1056093
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

155 Wellington Street, West, 14^th Floor, Toronto, Ontario, Canada M5V 3K7		M5V 3K7
(Address of principal executive offices)		(Zip Code of Registrant)

(416) 313-5982

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Securities registered pursuant to section 12(g) of the Act:

Covered Bonds

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

☐ Yes ☒ No

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐

Non-accelerated filer ☒		Smaller reporting company ☐

		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has fi led a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting fi rm that prepared or issued its audit report). ☐ Yes ☒ No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

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

EXPLANATORY NOTE

This Amendment No. 1 (the “Amendment”) to RBC Covered Bond Guarantor Limited Partnership’s Annual Report on Form 10-K for the fiscal year ended October 31, 2020, originally filed with the U.S. Securities Exchange Commission on January 29, 2021, (the "Original Form 10-K"), is being filed solely to update the hyperlink of Exhibit 33.1 in the Exhibit Index.

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.

PART I

THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:

	(A)	Item 1 Business.
	(B)	Item 1A Risk Factors.
	(C)	Item 2 Properties.
	(D)	Item 3 Legal Proceedings.

Item 1B. Unresolved Staff Comments.

Not Applicable.

Item 4. Mine Safety Disclosures.

Not Applicable.

PART II

THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:

	(A)	Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
	(B)	Item 6 Selected Financial Data.
	(C)	Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations.
	(D)	Item 7A Quantitative and Qualitative Disclosures About Market Risk.
	(E)	Item 8 Financial Statements and Supplementary Data.
	(F)	Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
	(G)	Item 9A Controls and Procedures.

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 Directors, Executive Officers and Corporate Governance.
	(B)	Item 11 Executive Compensation.
	(C)	Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
	(D)	Item 13 Certain Relationships and Related Transactions, and Director Independence.
	(E)	Item 14 Principal Accountant Fees and Services.

PART IV

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, or of which any property of the foregoing is the subject, 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.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, 2021	By:	ROYAL BANK OF CANADA
			(Depositor)



			/s/ James Salem
			(Signature) James Salem Executive Vice-President and Treasurer





			/s/ Elizabeth Herrema
			(Signature) Elizabeth Herrema Vice-President, Home Equity Financing

EXHIBIT INDEX

Exhibit 31		Certification of Senior Officer in Charge of Securitization of the Depositor Pursuant to Rule 15d-14(d).

Exhibit 33.1		Report on Assessment of Compliance with Applicable Servicing Criteria for Covered Bonds by Royal Bank of Canada.

Exhibit 34.1		Attestation Report on Assessment of Compliance with the Servicing Criteria for Covered Bonds by PricewaterhouseCoopers LLP, on behalf of Royal Bank of Canada.

Exhibit 35.1		Annual Servicer Compliance Statement of the Servicing Party for the period ended October 31, 2020.

RBC Covered Bond Guarantor Limited Partnership 10-K/A