RBC Dominion Securities Inc. et al. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Issuer is a connected issuer, but not a related issuer,in respect of registrants that are underwriters in proposed distribution of units by the issuer - Underwriters exempt fromthe independent underwriter requirement in the legislation provided that issuer not in financial difficulty.

Applicable Ontario Regulations

Regulation made under the Securities Act, R.S.O. 1990, Reg. 1015, as am., ss. 219(1), 224(1)(b) and 233.

Applicable Ontario Rules

Proposed Multi-Jurisdictional Instrument 33-105 Underwriting Conflicts (published for comment February 6, 1998)

IN THE MATTER OF

THE SECURITIES LEGISLATION OF BRITISH COLUMBIA,

ALBERTA, ONTARIO, QUEBEC AND NEWFOUNDLAND

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM FOR

EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

RBC DOMINION SECURITIES INC.

SCOTIA CAPITAL INC.

TD SECURITIES INC.

AND

IN THE MATTER OF

CANADIAN REAL ESTATE INVESTMENT TRUST

MRRS DECISION DOCUMENT

WHEREAS the securities regulatory authority or regulator (the "Decision Maker") in each of British Columbia,Alberta, Ontario, Quebec and Newfoundland (the "Jurisdictions") has received an application from RBC DominionSecurities Inc. ("RBC DS"), Scotia Capital Inc. ("Scotia Capital") and TD Securities Inc. ("TD Securities"), (collectively,the "Filers") for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") that the requirement(the "Independent Underwriter Requirement") contained in the Legislation which restricts a registrant from acting as anunderwriter in connection with a distribution of securities of an issuer made by means of prospectus, where the issueris a connected issuer (or the equivalent) of the registrant unless a portion of the distribution at least equal to that portionunderwritten by non-independent underwriters is underwritten by an independent underwriter, shall not apply to the Filersin respect of a proposed distribution (the "Offering") of units (the "Units") of Canadian Real Estate Investment Trust (the"Issuer"), pursuant to a short form prospectus (the "Prospectus");

AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the"System"), the Ontario Securities Commission is the principal regulator of this application;

AND WHEREAS the Filers have represented to the Decision Makers that:

1. The Issuer is a reporting issuer or its equivalent in each of the Jurisdictions and, to the Filers' knowledge, is notin default of any requirement of the Legislation.

2. The business of the Issuer is to invest in a diversified portfolio of income-producing real property investmentsused for retail, industrial, residential or office purposes in accordance with its investment policies andguidelines.

3. The Units of the Issuer are listed and posted for trading on The Toronto Stock Exchange and trade under thesymbol "REF.UN".

4. The head office of the lead underwriter for the Offering is in Toronto, Ontario.

5. The Issuer intends to file a preliminary short form prospectus (the "Preliminary Prospectus") in the Jurisdictions.

6. The Filers along with three other underwriters are proposing to act as underwriters in connection with theOffering.

7. The Issuer has an agreement with Royal Bank of Canada, the Bank of Nova Scotia and the Toronto DominionBank of Canada (collectively, the "Banks") and a life insurance company for a revolving credit facility of $72.0million (the "Bank Facility"). The net proceeds of the Offering may be used, in part, to repay the Bank Facility.

8. The nature of the relationship among the Issuer and the Filers has been described in the PreliminaryProspectus and will be described in the Prospectus.

9. The Banks did not and will not participate in the decision to make the Offering or in the determination of itsterms.

10. The Filers will not benefit in any manner from the Offering other than the payment of their underwriting fees inconnection with the Offering.

11. By virtue of the fact that the Filers are each indirect wholly-owned subsidiaries of their respective Banks, theIssuer may, in connection with the Offering, be considered a connected issuer (or the equivalent) of each ofthe Filers.

12. The Issuer is not a related issuer (or the equivalent) of the Filers or of any of the other members of theunderwriting syndicate.

13. The nature and details of the relationship between the Issuer and the Filers will be described in the Prospectus.The Prospectus will contain the information specified in Appendix "C" of draft Multi-Jurisdictional Instrument 33-105 Underwriting Conflicts (the "Proposed Instrument").

14. This decision is confidential on the basis that, (i) the Offering has not been publicly announced, and (ii) theFilers do not want to be considered to be pre-marketing the Offering in any manner.

15. The Issuer is not a "specified party" as defined in the Proposed Instrument.

AND WHEREAS pursuant to the System this MRRS Decision Document evidences the decision of eachDecision Maker (the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decision has been met;

THE DECISION of the Decision Makers, under the Legislation, is that the Independent Underwriter Requirementshall not apply to the Filers in connection with the Offering provided the Issuer is not a "related issuer", as defined in theProposed Instrument, to the Filers at the time of the Offering and is not a "specified party", as defined in the ProposedInstrument, at the time of the Offering.

February 20, 2001.

"Howard I. Wetston"       "Robert W. Davis"