RBC Asset Management Inc. and RBC Global Asset Management Inc. -- s. 74(1) of the Act and s. 7.1 of NI 33-109 Registration Information

Headnote

Subsection 74(1) of the Securities Act (the Act) -- relief from the investment fund manager registration requirement in subsection 25(4) of the Act for RBC Asset Management Inc. to permit it to continue acting as an investment fund manager without having obtained the necessary registration or having filed the necessary registration application in connection with a proposed amalgamation.

Subsection 74(1) of the Securities Act -- relief from the investment fund manager registration requirement in subsection 25(4) of the Act for RBC Global Asset Management Inc. to permit it to continue acting as an investment fund manager without having obtained the necessary registration for a limited period of time following completion of the proposed amalgamation.

Section 7.1 of National Instrument 33-109 Registration Information (NI 33-109) -- relief for RBC Asset Management Inc. from the requirement in section 6.1 of NI 33-109 to submit a completed Form 33-109F6 Firm Registration to the Commission on or before September 30, 2010.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25(4) and 74(1).

National Instrument 33-109 Registration Information, ss. 6.1, 7.1.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED

(the Act)

AND

IN THE MATTER OF

RBC ASSET MANAGEMENT INC. AND

RBC GLOBAL ASSET MANAGEMENT INC.

ORDER AND DECISION

(Subsection 74(1) of the Act and section 7.1 of

National Instrument 33-109 Registration Information

(NI 33-109))

UPON the application (the Application) of RBC Asset Management Inc. (the Filer) to:

(i) the Ontario Securities Commission (the Commission) for a ruling, pursuant to subsection 74(1) of the Act, that the investment fund manager registration requirement in subsection 25(4) of the Act shall not apply to the Filer effective September 29, 2010 by operation of subsections 16.4(1) and (2) of National Instrument 31-103 Registration Requirements and Exemptions (NI 31-103), to permit the Filer to continue acting as an investment fund manager without having obtained the necessary registration or having filed the necessary registration application in connection with the Amalgamation (as described below);

(ii) the Commission for a ruling, pursuant to subsection 74(1) of the Act, that the investment fund manager registration requirement in subsection 25(4) of the Act shall not apply to Amalco (as described below), to permit Amalco to continue acting as an investment fund manager without having obtained the necessary registration for a limited period of time following completion of the Amalgamation (as described below); and

(iii) the Director for a decision, under section 7.1 of NI 33-109, exempting the Filer from the requirement in section 6.1 of NI 33-109 to submit a completed Form 33-109F6 Firm Registration (F6) to the Commission on or before September 30, 2010 (collectively with the above, the Relief Sought);

in connection with a proposed amalgamation (the Amalgamation) of the Filer and Phillips, Hager & North Investment Management Ltd. (PH&N) on or about November 1, 2010.

AND WHEREAS defined terms used herein have the same meaning as contained in National Instrument 14-101 Definitions, unless they are otherwise defined.

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Filer having represented that:

1. The Filer is a company organized under the laws of Canada, with a head office in Ontario. The Filer is currently registered as an adviser in the category of portfolio manager under securities legislation in all the provinces and territories of Canada, and in addition, is registered under securities legislation in Ontario 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 Commodity Futures Act (Ontario) (the CFA).

2. To the best of the knowledge of the Filer, the Filer is not in default of securities legislation in Ontario.

3. The Filer acts as the manager and portfolio adviser of certain proprietary mutual funds and pooled funds established under the laws of Canada, and the Filer directs the business, operations and affairs of those funds from its head office located in Canada.

4. By operation of subsections 16.4(1) and (2) of NI 31-103, the Filer is required to apply for IFM registration pursuant to subsection 25(4) of the Act on or before September 28, 2010.

5. By operation of section 6.1 of NI 33-109, the Filer is required to submit a completed F6 to the Commission on or before September 30, 2010 in connection with the registrations of the Filer that existed prior to the implementation of NI 31-103.

6. PH&N is an affiliate of the Filer. PH&N's head office is located in British Columbia. PH&N is currently registered as an adviser in the category of portfolio manager under securities legislation in all the provinces and territories of Canada, and in addition, is registered under securities legislation in Ontario as a dealer in the category of mutual fund dealer.

7. The Filer and PH&N intend to amalgamate effective on or about November 1, 2010 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.

8. As of the effective date of the Amalgamation, each of the respective businesses of the Filer and PH&N will merge and continue as Amalco, and all of the business activities of the Filer and PH&N will become the responsibility of Amalco.

9. It is proposed that, immediately upon the completion of the Amalgamation, Amalco will continue to be registered in the same categories of registration as the Filer is currently registered, that is, as an adviser in the category of portfolio manager under securities legislation in all the provinces and territories of Canada, and in addition, as a dealer in the category of exempt market dealer under the securities legislation in Ontario and Newfoundland and Labrador. Amalco will also be registered as a commodity trading manager under the CFA.

10. In addition, pursuant to subsection 25(4) of the Act, Amalco will be required to be registered as an investment fund manager in Ontario as of the effective date of the Amalgamation.

11. Upon completion of the Amalgamation, the clients of the Filer and PH&N will continue as clients of Amalco. Subject to the receipt of the Relief Sought, it is anticipated that there will be no disruption in the ability of Amalco to conduct the respective businesses of the Filer and PH&N, and that Amalco will be able to advise and trade (as applicable) for or on behalf of clients immediately upon completion of the Amalgamation. Upon completion of the Amalgamation, Amalco will carry on the businesses transferred to it in substantially the same manner with substantially the same personnel as previously conducted by the Filer and PH&N.

12. In the absence of the Relief Sought, the Filer would be required to:

a. submit a completed F6 to the Commission on or before September 30, 2010; and

b. apply for registration as an investment fund manager for the brief period between September 29, 2010 and November 1, 2010, which is the intended effective date of the Amalgamation.

In light of the upcoming Amalgamation, the costs associated with preparing and reviewing such materials on the part of the Filer and the Commission, respectively, outweigh any benefits associated with requiring such materials to be filed.

13. Similarly, in the absence of the Relief Sought, Amalco would be required to be registered as an investment fund manager in Ontario immediately upon the effective date of the Amalgamation, where it may be difficult for Amalco to deliver all of the required registration materials and finalize its investment fund manager registration in such a tight timeframe given the Amalgamation.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to subsection 74(1) of the Act, that the Filer and Amalco shall not be subject to the investment fund manager requirement, provided that, this ruling shall terminate upon the earlier of:

(i) if the Filer and PH&N determine that the Amalgamation shall not take place, the date that is 30 days after such determination but no earlier than September 28, 2010; and

(ii) December 1, 2010.

September 10, 2010.

AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;

IT IS THE DECISION of the Director, pursuant to section 7.1 of NI 33-109, that the Filer shall not be subject to the requirement to submit a completed F6, provided that Amalco submit a completed F6 on or before December 1, 2010; otherwise, if the Filer and PH&N determine that the Amalgamation shall not take place, this decision shall terminate upon 30 days after the date of such determination but no earlier than September 30, 2010.

September 7, 2010.