Securities Law & Instruments


Waiver of fees applicable to exempt distributionsof securities of mutual fund where such distribution is made(i) to certain pooled funds and non-redeemable investment funds,so there is no duplication of fees, and (ii) to other entitiesprovided that fee paid annually on net sales during that year.



R.S.O. 1990, CHAPTER S.5,AS AMENDED ("the Act")







(Section 147)

UPON the application of RBC Global InvestmentManagement Inc. ("RBC GIM"), the manager ofthe RM Canadian Money Market Pool and certain other funds tobe established from time to time (each a "MM Fund"and collectively, the "MM Funds"), for an orderby the Ontario Securities Commission (the "Commission")under section 147 of the Securities Act (Ontario) (the "Act")that the fees required to be paid by the MM Funds with respectto the distribution of securities of the MM Funds on a prospectus-exemptbasis pursuant to Rule 45-501 Exempt Distributions ("Rule45-501") either (i) be waived to avoid the paymentof duplicate fees or (ii) be based on the applicable percentageof net sales in Ontario from such distribution of securitiesof the MM Funds, being the rate applicable to money market funds,rather than based on the applicable percentage of the aggregategross proceeds realized in Ontario from the distribution ofsecurities of the MM Funds.

AND UPON it having been represented byRBC GIM to the Commission that:

1. RBC GIM is registered as an adviser inthe categories of investment counsel, portfolio manager andcommodity trading manager and as a dealer in the categoryof limited market dealer under the Act.

2. RBC GIM is or will be the trustee, managerand primary investment advisor of the MM Funds and other mutualfunds in the same family of funds (the MM Funds and all otherfunds in the same family, including any other fund which maybe established in the future, are referred to herein, collectively,as the "RM Funds" and each as an "RM Fund").

3. Each of the RM Funds is or will be a trustestablished under the laws of the province of Ontario pursuantto a declaration of trust and will be a "mutual fundin Ontario" within the meaning of the Act.

4. The RM Canadian Money Market Pool complieswith most but not all of the requirements of the definitionof "money market fund" within the meaning of NationalInstrument 81-102 - Mutual Funds ("NI 81-102").The Pool is permitted to invest up to 30% of its assets insecurities denominated in a currency other than that in whichthe Pool's net asset value is calculated, which is inconsistentwith paragraph (c) of the definition. Each of the other MMFunds will be a money market fund within the meaning of NI81-102 or will comply with most of the requirements of suchdefinition. The MM Funds will be used by the Top Funds, andit is expected that the MM Funds will be used by other investors,for short term investment of cash balances only. It is anticipatedthat there will be a high number of purchases and redemptionsin the MM Funds every year, and that they will be purchasedby those wanting a short term investment only.

5. The RM Funds offer or will offer SeriesA and Series B units pursuant to a confidential offering memorandumor pursuant to a simplified prospectus and annual informationform to investors resident in all provinces and territoriesof Canada, if under an offering memorandum pursuant to exemptionsfrom the prospectus requirements and, in certain provincesand territories, pursuant to exemptions from the registrationrequirements of the applicable securities law.

6. The MM Funds also issue or will issue SeriesC units, which are not offered under an offering memorandumor a simplified prospectus and annual information form, tothe other RM Funds (the "Top Funds"), at the discretionof RBC GIM. There are no management fees charged in respectof the Series C units.

7. Trades of units of an RM Fund to investorsresident in Ontario, if under an offering memorandum, willbe made in reliance on the exemption for trades to an accreditedinvestor pursuant to section 2.3 of Rule 45-501 or in relianceupon the exemption provided by section 2.12 of that Rule,or in reliance on other exemptions.

8. Series A and Series B units of the RM Fundsmay only be purchased through an investment management accountwhich is managed under the terms of an investment managementagreement on a discretionary basis by RBC GIM, or other entitiespermitted by RBC GIM from time to time to make such purchases,or under the terms of an investment management agreement byRBC Dominion Securities Inc.

9. Units of the MM Funds are or will be subjectto minimum investment amounts of $5,000,000 for Series A unitsand $1,000,000 for Series B units. Any subsequent investmentin, or redemption of, units must be in increments of at least$150,000. There is no prescribed minimum investment amountfor Series C units.

10. The Top Funds invest or will invest theircash balances directly in Series C units of the MM Funds,subject to compliance with any investment restrictions applicableto the Top Funds.

11. Each of the Top Funds is or will be requiredto pay filing fees to the Commission in respect of the distributionof its units in Ontario pursuant to section 7.3 of Rule 45-501or pursuant to section 14 of Schedule I to the Regulationsunder the Act and will similarly be required to pay fees inrespect of the distribution of its units in other relevantCanadian jurisdictions pursuant to applicable securities legislationin each of those jurisdictions.

12. Each of the MM Funds is or will be requiredto pay filing fees to the Commission in respect of the distributionof its units in Ontario pursuant to section 7.3 of Rule 45-501,including the distribution of Series C units to the Top Funds,or pursuant to section 14 of Schedule I to the Regulationsunder the Act and will similarly be required to pay fees inrespect of the distribution of its units in other relevantCanadian jurisdictions pursuant to the applicable securitieslegislation in each of those jurisdictions.

13. A duplication of filing fees may resultwhen assets of a Top Fund are invested in Series C units ofan MM Fund and when distributions from an MM Fund are reinvestedin additional units of the MM Fund on behalf of a Top Fund.

14. Money market funds which are distributedcontinuously by way of a prospectus pay fees in respect ofsuch distributions annually based on the net sales in Ontarioduring the preceding year.

AND UPON the Commission being satisfiedto do so would not be prejudicial to the public interest.

IT IS ORDERED that, pursuant to section147 of the Act, the payment of fees required under section 7.3of Rule 45-501 that would otherwise be applicable to a distributionof securities of a MM Fund shall not be applicable providedthat:

1. such distribution of securities of SeriesC securities of a MM Fund is made to a Top Fund which paysfees in respect of the issue of its units; or

2. if the distribution of securities of aMM Fund is made to an entity other than a Top Fund, the followingconditions are satisfied:

(a) securities of each MM Fund are issuedonly in reliance on exemptions from the prospectus requirementof section 53 of the Act;

(b) each MM Fund pays a fee within 30 daysafter the financial year end of the MM Fund; and

(c) the fee payable by each MM Fund is equalto the greater of: $100 and 0.02% of the net sales in Ontariofrom the distribution of securities of the MM Fund in suchfinancial year (less any applicable discount), where netsales is the amount calculated by the following formula:



"X" is the aggregate gross proceedsrealized in Ontario from distributions of securities ofthe MM Fund during the financial year in reliance on exemptionsfrom the prospectus requirement of section 53 of the Act,and

"Y" is the aggregate of the redemptionand repurchase prices paid to redeem or repurchase securitiesof the MM Fund held by persons in Ontario during the financialyear.

November 12, 2002.

"Howard Wetston"                    "HaroldHands"