Securities Law & Instruments

Headnote

Multilateral Instrument 11-102 Passport System -- National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 33-109 Registration Information (NI 33-109) -- Ontario Securities Commission Rule 33-506 Registration Information -- relief from certain filing requirements of NI 33-109 and OSC Rule 33-506 in connection with a bulk transfer of business locations and registered and permitted individuals under an amalgamation in accordance with section 3.4 of the Companion Policy to NI 33-109 and section 3.4 of the Companion Policy to OSC Rule 33-506.

Applicable Legislative Provisions

Multilateral Instrument 11-102 Passport System.

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

National Instrument 33-109 Registration Information and Companion Policy 33-109CP.

Ontario Securities Commission Rule 33-506 Registration Information and Companion Policy 33-506CP.

September 7, 2010

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the Jurisdiction)

AND

THE COMMODITY FUTURES ACT

R.S.O. 1990, CHAPTER C. 20, AS AMENDED

(the CFA)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

RBC GLOBAL ASSET MANAGEMENT INC.

DECISION

Background

The Director in Ontario has received an application from RBC Asset Management Inc. (the Filer), on behalf of a new amalgamated entity, RBC Global Asset Management Inc. for:

(a) a decision (the Passport Decision) under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for relief pursuant to section 7.1 of National Instrument 33-109 Registration Information (NI 33-109); and

(b) a decision (the Ontario-only Decision) under the CFA for relief pursuant to section 7.1 of Ontario Securities Commission Rule 33-506 Registration Information (OSC Rule 33-506);

to allow the bulk transfer of all of the registered and permitted individuals, except for the individuals registered under the mutual fund dealer registration of Phillips, Hager & North Investment Management Ltd. (PH&N), and all of the locations of each of the Filer and PH&N to RBC Global Asset Management Inc. (as described below) (the Bulk Transfer), on or about November 1, 2010 in accordance with section 3.4 of the Companion Policy to NI 33-109 and section 3.4 of the Companion Policy to OSC Rule 33-506 from the following requirements (the Exemption Sought):

1. to submit a notice regarding the termination of each employment, partner, or agency relationship under section 4.2 of NI 33-109 and section 4.3 of OSC Rule 33-506;

2. to submit a registration application or a reinstatement notice for each individual seeking to be a registered individual under section 2.2 or 2.3 of NI 33-109 and section 2.2 or 2.3 of OSC Rule 33-506;

3. to submit a Form 33-109F4 or Form 33-109F7 for each permitted individual under section 2.5 of NI 33-109 and to submit a Form 33-506F4 or Form 33-506F7 for each permitted individual under section 2.4 of OSC Rule 33-506;

4. to notify the regulator of a change to the business location information in Form 33-109F3 under section 3.2 of NI 33-109 and in Form 33-506F3 under section 3.2 of OSC Rule 33-506.

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator in respect of the Passport Decision, and

(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in all of the other provinces and territories of Canada (together with Ontario, the Jurisdictions) for purposes of the Passport Decision.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this Passport Decision and Ontario-only Decision, unless otherwise defined.

Representations

The Passport Decision and Ontario-only Decision are based on the following facts represented by the Filer:

The Filer

1. The Filer is currently registered as an adviser in the category of portfolio manager under securities legislation in each of the Jurisdictions and, in addition, is registered under securities legislation in the Jurisdiction and Newfoundland and Labrador as a dealer in the category of exempt market dealer. The Filer is also registered as a commodity trading manager under the CFA.

2. The Filer's head office is located in Ontario.

3. The Filer is not in default of the securities legislation in any of the Jurisdictions.

PH&N

4. PH&N is an affiliate of the Filer.

5. PH&N is currently registered as an adviser in the category of portfolio manager under securities legislation in each of the Jurisdictions and, in addition, is registered under securities legislation in the Jurisdiction as a dealer in the category of mutual fund dealer.

6. PH&N's head office is located in British Columbia.

7. PH&N is not in default of the securities legislation in any of the Jurisdictions.

The Amalgamation

8. On or about November 1, 2010, the Filer and PH&N will amalgamate (the Amalgamation) to form a new corporate entity, RBC Global Asset Management Inc. (Amalco). Following the Amalgamation, the Filer and PH&N will no longer exist as separate legal entities. The head office of Amalco will be in Toronto, Ontario.

9. Effective on November 1, 2010, all of the current registrable activities of the Filer and PH&N will become the responsibility of Amalco. Amalco will assume all of the existing registrations and approvals for all of the registered individuals, except as otherwise described below, and all of the locations of the Filer and PH&N transferred to it. It is not anticipated that there will be any disruption in the ability of Amalco to conduct the respective businesses of the Filer and PH&N (as applicable) on behalf of their respective clients, and Amalco should be able to advise and trade (as and where applicable) on behalf of such clients immediately after the Amalgamation.

10. For greater certainty, Amalco will assume:

(i) all registered advising representatives, registered associate advising representatives and permitted individuals from the Filer and PH&N's respective portfolio manager registrations under securities legislation in each of the Jurisdictions and the Filer's commodity trading manager registration under the CFA; and

(ii) all of the Filer's registered dealing representatives from the Filer's exempt market dealer registrations under securities legislation in the Jurisdiction and Newfoundland and Labrador.

11. In addition, the individuals registered under PH&N's mutual fund dealer registration may be assumed by Amalco, subject to further regulatory approval.

12. Amalco will be registered in the same categories of registration as the Filer was registered immediately following the Amalgamation in the respective Jurisdictions, and will be subject to, and will comply with, all applicable securities laws and the CFA.

13. Amalco will carry on the same businesses of the Filer and PH&N transferred to it in substantially the same manner with essentially the same personnel.

14. A client communication plan has been developed and clients of the Filer and PH&N will be advised in writing of the Amalgamation. For institutional clients, notification will be provided pursuant to a written letter. Retail clients will be provided with notification by way of inserts that will be included in quarterly statement mailings. In addition, a notification will be included in the annual opt-in card mailing for Management Report of Fund Performance (MRFPs) and financial statements for unitholders of investment funds of the Filer and PH&N.

15. The head office of Amalco will be the Filer's current head office location, which is located at 155 Wellington Street West, 22nd Floor, RBC Centre, Toronto, Ontario M5V 3K7.

16. The officers and directors of Amalco will be comprised of a combination of certain officers and directors of the Filer and PH&N.

17. The compliance department of Amalco will carry on in substantially the same manner with essentially the same personnel as the compliance departments of the Filer and PH&N, and there will be written policies and procedures for Amalco based on the written policies and procedures of the Filer and PH&N.

18. The Exemption Sought will not be contrary to the public interest and will have no negative consequences on the ability of Amalco to comply with all applicable regulatory requirements or the ability to satisfy any obligations in respect of the clients of the Filer and PH&N, respectively.

19. Given the significant number of registered and permitted individuals of the Filer and PH&N, it would be extremely difficult to transfer each individual to Amalco in accordance with the requirements of NI 33-109 and OSC Rule 33-506 if the Exemption Sought is not granted.

Decision

The Director is satisfied that the Passport Decision and the Ontario-only Decision meet the test set out in the Legislation and the CFA, respectively, for the Director to make the decision.

The decision of the Director under the Legislation and under the CFA is that the Exemption Sought is granted provided that the Filer makes acceptable arrangements with CDS Inc. for the payment of the costs associated with the Bulk Transfer, and make such payment in advance of the Bulk Transfer.

"Erez Blumberger"
Deputy Director, Compliance and Registrant Regulation
Ontario Securities Commission