Securities Law & Instruments

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - relief for directorsand senior officers of reporting issuer and its subsidiaries from insider reportingrequirements with respect to acquisitions of securities under dividend reinvestmentplans, subject to certain conditions including annual reporting.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 1(1), 107, 108, 121(2)(a)(ii)

Regulations Cited

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am., Part VIII

Policies Cited

National Instrument 55-101- Exemption From Certain Insider Reporting Requirements(1999), 22 OSCB 5161

IN THE MATTER OF THE CANADIAN SECURITIES LEGISLATION OF ALBERTA, BRITISH COLUMBIA, NEWFOUNDLAND, NOVA SCOTIA AND ONTARIO

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
ROYAL BANK OF CANADA

MRRS DECISION DOCUMENT

WHEREAS the Canadian securities authority or regulator (the "Decision Maker")in each of Alberta, British Columbia, Newfoundland, Nova Scotia and Ontario (the"Jurisdictions") has received an application from Royal Bank of Canada (the "Bank") fora decision, pursuant to the securities legislation of the Jurisdictions (the "Legislation"), thatthe requirement contained in the Legislation for an insider of a reporting issuer to fileinsider reports (the "Insider Reporting Requirements") shall not apply to directors andsenior officers of the Bank or any of its subsidiaries in respect of their acquisition ofsecurities of the Bank under the Dividend Reinvestment Plan of RBC Dominion SecuritiesInc. ("RBC DS") and the Dividend Reinvestment Plan of Royal Bank Action Direct Inc.("Action Direct") (each plan, a "DRIP," and collectively, the "DRIPs");

AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Ontario Securities Commission is the principalregulator for this application;

AND WHEREAS the Bank has represented to the Decision Makers that:

1. The Bank is a Schedule I Canadian chartered bank incorporated under the BankAct (Canada).

2. The Bank is a reporting issuer under the Legislation and, is not in default of any ofthe requirements of the Legislation.

3. The authorized share capital of the Bank consists of an unlimited number ofcommon shares and an unlimited number of first preferred shares and secondpreferred shares. As at March 31, 2000, a total of 302,682,992 common shares and65,500,000 first preferred shares were issued and outstanding.

4. The common shares of the Bank are listed and posted for trading on The TorontoStock Exchange (the "TSE"), the New York Stock Exchange, the London StockExchange and the Switzerland Exchange (SWX). The First Preferred SharesSeries "H", Series "J", Series "K" and Series "O" of the Bank are listed on the TSE.

4. RBC DS is a wholly-owned subsidiary of the Bank and is registered as, amongother things, a broker and an investment dealer in the Jurisdictions.

5. Action Direct is a wholly-owned subsidiary of the Bank and is registered as aninvestment dealer in the Jurisdictions.

6. Each of RBC DS and Action Direct operate dividend reinvestment plans in respectof certain securities, including certain securities of the Bank (the "Bank Shares"),held in the accounts of their clients who elect to participate in the DRIPs. Suchclients include directors and senior officers of the Bank and its subsidiaries("Participating Insiders").

7. In accordance with the terms of the DRIPs, dividends paid in respect of the BankShares are automatically reinvested into additional Bank Shares (the "DRIPShares") which are purchased on the open market.

8. DRIP Shares purchased on behalf of Participating Insiders are generally allocatedto their accounts on the payment date of the corresponding dividend, at a purchaseprice per share equal to the average price per share paid for all such DRIP Sharespurchased on behalf of DRIP participants.

9. Each DRIP constitutes an "automatic securities purchase plan" as such term isdefined in proposed National Instrument 55-101 - Exemption from Certain InsiderReporting Requirements (1999), 22 OSCB 5161, as once an election to participatein a DRIP is made, Participating Insiders do not control the timing of acquisitionsof DRIP Shares, the number of DRIP Shares acquired or the price paid for suchacquisitions.

10. Participating Insiders may only make or change elections in respect of the BankShares under a DRIP during open window trading periods designated by the Bankand subject to receipt of pre-clearance approval.

11. RBC DS and Action Direct produce monthly statements indicating, among otherthings, the DRIP Shares acquired on behalf of participants under the DRIPs.

AND WHEREAS pursuant to the System this MRRS Decision Document evidencesthe decision of each Decision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained inthe Legislation that provides the Decision Maker with the jurisdiction to make the Decisionhas been met;

THE DECISION of the Decision Makers pursuant to the Legislation is that theInsider Reporting Requirements shall not apply to Participating Insiders in connection withtheir acquisition of the DRIP Shares, provided that:

A. Each Participating Insider files, in the form prescribed for the InsiderReporting Requirements, a report disclosing all acquisitions of DRIP Sharesthat have not been previously reported by or on behalf of the ParticipatingInsider,

(i) for any DRIP Shares acquired during a financial year of the Bank thatare disposed of or transferred, within the time required by theLegislation for reporting the disposition or transfer; and

(ii) for any DRIP Shares acquired during a financial year of the Bank thathave not been disposed of or transferred, within 90 days of the endof the financial year of the Bank.

B. Such exemption is not available to a Participating Insider who beneficiallyowns, directly or indirectly, voting securities of the Bank, or exercises controlor direction over voting securities of the Bank, or a combination of both, thatcarry more than 10% of the voting rights attaching to all of the Bank'soutstanding voting securities.

June 20th, 2000.

"Margo Paul"