RBC Global Asset Management Inc. and RBC Phillips, Hager & North Investment Counsel Inc.

Headnote

Under paragraph 4.1(1)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations a registered firm must not permit an individual to act as a dealing, advising or associate advising representative of the registered firm if the individual is registered as a dealing, advising or associate advising representative of another registered firm. The Filers are affiliated entities and have valid business reasons for the individuals to be registered with both firms. The Filers have policies in place to handle potential conflicts of interest. The Filers are exempted from the prohibition for current and future representatives for purposes of serving certain high net worth clients.

Applicable Legislative Provisions

Multilateral Instrument 11-102 Passport System, s. 4.7.

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 4.1, 15.1.

February 15, 2013

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the Jurisdiction)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

RBC GLOBAL ASSET MANAGEMENT INC.

(RBC Global)

AND

RBC PHILLIPS, HAGER & NORTH

INVESTMENT COUNSEL INC.

(RBC Phillips)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from RBC Global and RBC Phillips (each a Filer and, together, the Filers) for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for relief, pursuant to section 15.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103), from the requirement in paragraph 4.1(1)(b) of NI 31-103 to permit current and future individuals (collectively, the Representatives) to each be registered as both an advising representative or associate advising representative of RBC Global and an advising representative or associate advising representative of RBC Phillips (the Dual Registration) (the Exemption Sought).

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

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

(b) the Filers have provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon by the Filers in each jurisdiction of Canada outside of Ontario (together with Ontario, the Filing Jurisdictions).

Interpretation

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

Representations

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

1. Each of the Filers is an indirect wholly-owned subsidiary of the Royal Bank of Canada, a Schedule 1 Canadian chartered bank.

2. RBC Global is registered in each of the Filing Jurisdictions as an adviser in the category of portfolio manager and as a dealer in the category of exempt market dealer. RBC Global is also registered in the Jurisdiction, British Columbia Quebec, Newfoundland and Labrador in the category of investment fund manager. RBC Global is also registered in the Jurisdiction in the category of commodity trading manager.

3. RBC Phillips is registered in each of the Filing Jurisdictions as an adviser in the category of portfolio manager.

4. The head office of each of the Filers is located in Ontario.

5. The Filers are not in default of any requirements of securities legislation in any of the Filing Jurisdictions.

6. RBC Global's business structure is organized as follows:

(a) There are two distinct lines of securities business based on the nature of RBC Global's clients (each, a Division).

(b) One business line within RBC Global's operations is referred to as the Institutional Asset Management business (the Institutional Division), which provides a broad range of investment management and investment counseling services to institutional clients.

(c) The other business line within RBC Global's operations is referred to as the Private Client Business (the Private Client Division), which provides a broad range of investment fund management and investment counseling services to individual high net worth clients.

(d) The Private Client Division and the Institutional Division each have separate and distinct senior management structures. Although they are part of the same corporate entity, each Division is functionally a stand-alone operation within RBC Global's operations.

(e) Pursuant to a decision of the principal regulator dated March 18, 2011, RBC Global has designated and registered two individuals as ultimate designated person (UDP) and two individuals as chief compliance officer (CCO) in respect of each of the Institutional Division and the Private Client Division to reflect the two distinct lines of securities business of RBC Global.

(f) The Private Client Division carries on business under the brand name "RBC Phillips, Hager & North Investment Counsel" and it is operated as part of the private client business operated by RBC Phillips.

(g) Although carrying on business under the same brand name and operating under the same management, the Private Client Division has not yet been merged into the legal entity RBC Phillips, Hager & North Investment Counsel Inc. due to operational and technological complexities involved with transferring accounts from the Private Client Division to RBC Phillips, including dealing with custodial arrangements and record-keeping systems.

(h) The Filers' management intends to amalgamate the Private Client Division and RBC Phillips into a single legal entity at a later date.

7. There are valid business reasons for the Representatives to be registered with both Filers, namely:

(a) to allow Representatives to service clients of both RBC Global's Private Client Division and RBC Phillips as part of an ongoing integration initiative between the two entities; and

(b) the Private Client Division and RBC Phillips operate under the same management and share the same UDP and CCO.

8. The Filers' management will ensure individual representatives will have sufficient time and resources to adequately serve both firms and will limit the number of client relationships of such individual representatives, as required.

9. The Filers are subject to Part 13 of NI 31-103. The Private Client Division and RBC Phillips have policies and procedures addressing any conflicts of interest that may arise as a result of the Dual Registration and the Filers believe that they will be able to appropriately deal with these conflicts.

10. The Filers will be able to deal with conflicts of interest, including supervising how the Representatives will deal with these conflicts of interest. The Representatives are currently and will continue to be under the supervision of both Filers and are subject to all policies and procedures addressing conflicts of interest that may arise as s result of the Dual Registration.

11. The Filers will notify of the Dual Registration only those Private Client Division clients who become clients of RBC Phillips for the purposes of accessing products of both platforms in an effort to minimize client confusion.

12. The Representatives shall act in the best interests of both their Private Client Division clients and their RBC Phillips clients and will deal fairly, honestly and in good faith.

13. In the absence of the Exemption Sought, the Filers would be prohibited from permitting a Representative to act as a dealing representative, advising representative or associate advising representative of RBC Global while the individual is an advising representative or associate advising representative of RBC Phillips even though RBC Global is an affiliate of RBC Phillips.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that

(a) with respect to any future Representatives the circumstances described above in paragraphs 5, 8, 9, 10, 11 and 12 remain in place; and

(b) the Exemption Sought expires on the effective date of the amalgamation of the Private Client Division and RBC Phillips to form a single legal entity.