RBC Global Education Fund and RBC Target 2015 Education Fund - MRRS Decision

Headnote

Approval of fund merger pursuant to paragraph 5.5(1)(b) of National Instrument 81-102 Mutual Funds.

Applicable Legislative Provisions

National Instrument 81-102 Mutual Funds, section 5.6 and paragraph 5.5(1)(b).

June 7, 2006

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA,

ONTARIO, QUEBEC, NEW BRUNSWICK, NOVA SCOTIA,

PRINCE EDWARD ISLAND, NEWFOUNDLAND AND LABRADOR

AND NORTHWEST TERRITORIES, NUNAVUT AND THE YUKON

(THE JURISDICTIONS)

AND

IN THE MATTER OF

NATIONAL INSTRUMENT 81-102

MUTUAL FUNDS (NI 81-102)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

RBC GLOBAL EDUCATION FUND

(THE TERMINATING FUND)

AND

RBC TARGET 2015 EDUCATION FUND

(THE CONTINUING FUND)

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Terminating Fund, the Continuing Fund (the Terminating Fund and the Continuing Fund are each sometimes referred to in this decision as a Fund and collectively as the Funds) and RBC Asset Management Inc. (RBC AM), the manager of the Funds (collectively with the Funds, the Filers) for a decision under the securities legislation of the Jurisdictions (the Legislation) for approval of the merger (the Merger) of the Terminating Fund into the Continuing Fund.

Under the Mutual Reliance Review System for Exemptive Relief Applications:

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) this MRRS decision document evidences the decision of each Decision Maker.

Interpretation

Defined terms contained in National Instrument 14-101 - Definitions have the same meaning in this decision unless they are defined in this decision.

Representations

This decision is based on the following facts represented by the Filers:

1. RBC AM is a corporation incorporated under the laws of Canada. RBC AM is the manager and primary portfolio advisor of the Funds.

2. The Royal Trust Company is the trustee of the Funds.

3. Each of the Funds is an open-ended mutual fund trust established under the laws of Ontario and governed by an Amended and Restated Master Declaration of Trust dated July 14, 2003, as amended, in respect of each Fund.

4. Series A units of both Funds, and Series F units of the Terminating Fund, are offered for sale pursuant to a simplified prospectus and annual information form dated June 23, 2005, as amended on September 26, 2005, January 23, 2006 and March 31, 2006. It is anticipated that all Series F units of the Terminating Fund will be redeemed prior to the Merger.

5. A material change report was filed with respect to the Merger on March 31, 2006.

6. The amendments to the simplified prospectus and the annual information form of the Funds dated March 31, 2006 describe the Merger.

7. Each of the Funds is a reporting issuer under the applicable securities legislation of each Jurisdiction and is not on the list of defaulting reporting issuers maintained under the applicable securities legislation in the Jurisdictions.

8. Units of each Fund are sold on a no-load basis.

9. If approved, the Merger will take effect after the close of business on or about June 30, 2006, and the Continuing Fund will continue as a publicly-offered, open-ended mutual fund governed by the laws of Ontario.

10. Pursuant to paragraph 5.1(f) of NI 81-102, unitholders of the Terminating Fund will be asked to approve the Merger at a special meeting to be held on June 23, 2006 (the "Special Meeting").

11. A management information circular, together with a notice of special meeting and a form of proxy, was filed on SEDAR and mailed to unitholders of the Terminating Fund on May 29, 2006.

12. The costs and expenses of holding the Special Meeting in connection with the Merger and for soliciting proxies will be paid by RBC AM.

13. Given the fact that the Continuing Fund is a "fund-of-funds" whose returns are closely related to the funds in which it invests, and whose performance and operation would not be materially affected by the Merger, RBC AM has determined that the Merger will not be a material change for the Continuing Fund. Accordingly, approval of the Merger by unitholders of the Continuing Fund is not required.

14. No sales charges will be payable in connection with the acquisition by the Continuing Fund of the investment portfolio of the Terminating Fund.

15. Unitholders of the Terminating Fund will continue to have the right to redeem units of that Fund for cash at any time up to the valuation date immediately before the effective date of the Merger.

16. The anticipated benefits of the Merger are as follows:

(a) unitholders of both Funds will enjoy increased economies of scale as part of a larger continuing fund;

(b) the Merger will eliminate the administrative and regulatory costs of operating the Terminating Fund as a separate mutual fund and should reduce such costs on a per unit basis for the Continuing Fund;

(c) the Continuing Fund offers investors a more convenient solution for education savings plans; and

(d) the Merger will offer unitholders of the Terminating Fund a tax-free rollover of their investment, which would not occur if the Fund were terminated.

17. Approval of the Merger is required because the Merger does not satisfy one of the criteria for pre-approved reorganizations and transfers set out in section 5.6 of NI 81-102; namely, the investment objectives of the Continuing Fund, while compatible with those of the Terminating Fund, are not substantially similar to those of the Terminating Fund.

Decision

Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make this decision has been met.

The decision of the Decision Makers under the Legislation is that the Merger is approved.