BCSC

Exemption Orders (Discretionary)

RBC DOMINION SECURITIES INC.

2001 BCSECCOM 310

IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418

AND

IN THE MATTER OF RBC DOMINION SECURITIES INC.

Exemption Order Under Section 48

[para 1]
WHEREAS RBC Dominion Securities Inc. (“RBC DS”) has applied to the Executive Director for an order under section 48 of the Securities Act, R.S.B.C. 1996, c. 418, exempting RBC DS from the requirements of section 78(2)(b) of the Securities Rules, B.C. Reg. 194/97, as modified by an order of the Superintendent of Brokers (now Executive Director) entitled “In the Matter of the Limitations on a Registrant Underwriting Securities of a Related Party or Connected Party of the Registrant” (BOR #92/2), in respect of proposed offerings of debt securities of the Royal Bank of Canada (the “Bank”) pursuant to an amended and restated shelf prospectus supplement to be filed in all of the provinces and territories of Canada (the “Jurisdictions”) in accordance with the procedures (the "Shelf Procedures") set out in National Instrument 44-102 (“NI 44-102”);

[para 2]
AND WHEREAS RBC DS has represented to the Executive Director that:

1. the Bank is a chartered bank subject to the provisions of the Bank Act (Canada);

2. the Bank is a reporting issuer under the Act and is not in default of any requirement of the Act or the Rules;

3. there is currently in effect a short form shelf prospectus of the Bank dated May 14, 1999 (the “Prospectus”) that was filed under then National Policy Statement No. 44;

4. the Prospectus in preliminary form dated April 21, 1999 was filed in the Jurisdictions and the Quebec Securities Commission, as the Designated Jurisdiction under the Memorandum of Understanding for Expedited Review of Short Form Prospectuses and Renewal AIFs, issued a preliminary expedited review receipt document dated April 21, 1999 in respect thereof;

5. the Bank intends to file an amended and restated shelf prospectus (the "Amended Prospectus") under section 11.6(1) of National Instrument 44-101 in order to maintain the uninterrupted ability of the Bank to offer securities under the Shelf Procedures;

6. the Amended Prospectus will qualify under NI 44-102 the distribution of debt securities consisting of subordinated medium term notes and/or other unsecured subordinated evidences of indebtedness of the Bank (the “Debt Securities”);

7. the Amended Prospectus will provide that the Debt Securities may be offered from time to time (the “Offerings”), under prospectus supplements, in one or more series, in an aggregate principal amount of up to $3,000,000,000 (the “Amended Shelf Amount”) during the period that the Amended Prospectus, including any further amendments thereto, is valid;

8. the Amended Prospectus will provide that the Bank may sell the Debt Securities to or through underwriters or dealers, and may also sell the Debt Securities to one or more other purchasers, directly or through agents;

9. the Bank also proposes to file in the Jurisdictions in accordance with the procedures set out in NI 44-102, (i) on or about the date on which the Amended Prospectus in final form is receipted, a supplement to the Amended Prospectus (as amended or as amended and restated from time to time, the “MTN Prospectus Supplement”), which will be deemed to be incorporated by reference in the Amended Prospectus, for the purposes of establishing a Medium-Term Note Program (the "MTN Program") as defined in NI 44-102 in an aggregate principal amount of up to the Amended Shelf Amount, and (ii) from time to time thereafter, pricing supplements (the “Pricing Supplements”) thereto;

10. the Bank may also file from time to time in all of the Jurisdictions in accordance with the procedures set out in NI 44-102, prospectus supplements, which will be deemed to be incorporated by reference in the Amended Prospectus, in respect of Offerings under the Amended Prospectus other than Offerings under the MTN Program (such supplements, together with the MTN Prospectus Supplement, the “Amended Prospectus Supplements”);

11. the Bank has entered into an agency agreement in connection with the MTN Program to, among other things, appoint RBC DS and certain other named registrants, and such other registrant or registrants as the Bank may from time to time appoint, as its non-exclusive agents to from time to time solicit offers to purchase Debt Securities of the Bank;

12. any underwriter or agent, as the case may be, in respect of an Offering shall be identified in the respective Amended Prospectus Supplement, and shall in all cases include RBC DS and such other registrants as the Bank may from time to time determine in accordance with applicable laws. A prospectus certificate signed by each of such registrants shall be included in the respective Amended Prospectus Supplement;

13. by virtue of RBC DS being a wholly-owned indirect subsidiary of the Bank, the Bank is a “related party” of RBC DS for the purposes of Part 5 of the Rules; and

14. RBC DS proposes to comply, in connection with the Offerings, with section 2.1 of proposed Multi-Jurisdictional Instrument 33-105 (the "Proposed Instrument”) and the provisions of NI 44-102;

[para 3]
AND WHEREAS the Executive Director being satisfied that to do so would not be prejudicial to the public interest;

[para 4]
IT IS ORDERED pursuant to section 48 of the Act, that RBC DS is exempt from the requirements of section78(2)(b) of the Rules, as modified by BOR #92/2, in respect of any Offering, provided that:

1. the portion of each Offering that is underwritten by at least one independent underwriter as defined in the Proposed Instrument is not less than the lesser of:

(i) 20% of the dollar value of such Offering; and

(ii) the largest portion of such Offering that is underwritten by RBC DS or any other registrant that is not an independent underwriter;

2. the independent underwriter participates in the pricing of the Debt Securities issued in such Offering; and

3. the information specified in Appendix C of the Proposed Instrument, the name of the independent underwriter and the extent of its participation in the due diligence, the drafting of the Amended Prospectus and the Amended Prospectus Supplement, as the case may be, and the pricing of the Debt Securities, is disclosed in the applicable Amended Prospectus Supplement and Pricing Supplement as the case may be.

[para 5]
DATED March 12, 2001.

Derek E. Patterson
Manager