SEC Division of Corporation Finance no-action letter: Royal Bank of Canada

MORRISON I FOERSTER
2000 PENNSYLVANIA AYE., NW
WASHINGTON, D.C.
MORRISON & FOERSTER LLP
NEW YORK, SAN FRANCISCO,
20006-1888 LOS ANGELES, PALO ALTO,
SAN DIEGO, WASHINGTON, D.C.
TELEPHONE: 202.887.1500 NORTHERN VIRGINIA, DENVER, SACRAMENTO, WALNUT CREEK FACSIMILE: 202.887.0763 TOKYO, LONDON, BRUSSELS, WWW.MOFO.COM BEIJING, SHANGHAI, HONG KONG Writer's Direct Contact 202.887.1563 DLynn@mofo.com Securities Act Form F-3 May 18,2012 Amy Starr Chief, Office of Capital Market Trends Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Royal Bank of Canada Dear Ms. Starr:
On behalf of our client, Royal Bank of Canada (the "Issuer" or the "Bank"), we are writing to request the advice ofthe staff ofthe Division of Corporation Finance (the "Division") ofthe Securities and Exchange Commission (the "Commission") with regard to the Bank's plans to offer and sell covered bonds in the United States pursuant to a registration statement filed with the Commission.
I. Request
On behalf of the Bank, we request confirmation that the staff of the Division will not recommend that the Commission take enforcement action under the Securities Act of 1933 (the "Securities Act") if the Bank offers and sells covered bonds (the "Covered Bonds") and the related Guarantee on a registered basis under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a shelf registration statement on Form F-3 (the "Registration Statement"), as described in this letter.