United States of America
before the
Securities And Exchange Commission

Securities Act of 1933
Release No. 8015 / September 27, 2001

Securities Exchange Act of 1934
Release No. 44865 / September 27, 2001

Administrative Proceeding

File No. 3-10592

Royal Bank of Canada, the parent company of Rauscher Pierce Refsnes, Inc., now known as Dain Rauscher Incorporated ("Rauscher"), has submitted a letter, dated July 31, 2001, for a waiver of the disqualification provisions of Section 27A(b)(1)(A)(ii) of the Securities Act of 1933 ("Securities Act") and Section 21E(b)(1)(A)(ii) of the Securities Exchange Act of 1934 ("Exchange Act") arising from Rauscher's settlement of an administrative proceeding commenced by the Commission. On September 27, 2001, pursuant to Rauscher's Offer of Settlement, the Commission issued an Order Instituting Public Administrative and Cease-and-Desist Proceedings, Making Findings and Imposing Remedial Sanctions ("Order") against Rauscher. Under the Order, the Commission found that Rauscher willfully violated, and committed or caused violations of, Sections 17(a)(2) and (3) of the Securities Act of 1933 ("Securities Act"), Section 15B(c)(1) of the Securities Exchange Act of 1934 ("Exchange Act"), and MSRB Rule G-17.

In the Order, the Commission: (1) orders Rauscher to cease and desist from committing or causing any violations and any future violations of Sections 17(a)(2) and (3) of the Securities Act, Section 15B(c)(1) of the Exchange Act, and MSRB Rule G-17; (2) orders Rauscher to pay a civil penalty in the amount of $200,000 and (3) orders Rauscher to undertake to maintain its current policies and procedures.

The safe harbor provisions of Section 27A(c) of the Securities Act and Section 21E(c) of the Exchange Act are not available for any forward looking statement that is "made with respect to the business or operations of the issuer, if the issuer ... during the 3-year period preceding the date on which the statement was first made ... has been made the subject of an ... administrative decree or order arising out of a governmental action that (I) prohibits future violations of the antifraud provisions of the federal securities laws; (II) requires that the issuer cease and desist from violating the antifraud provisions of the securities laws; or (III) determines that the issuer violated the antifraud provisions of the securities laws[.]" Section 27A(b)(1)(A)(ii) of the Securities Act and Section 21E(b)(1)(A)(ii) of the Exchange Act. The disqualifications may be waived "to the extent otherwise specifically provided by rule, regulation, or order of the Commission." Section 27A(b) of the Securities Act and Section 21E(b) of the Exchange Act.

Based on the representations set forth in Royal Bank of Canada's request, the Commission has determined that, under the circumstances, the request for a waiver of the disqualifications resulting from the entry of the Order is appropriate and should be granted.

Accordingly, IT IS ORDERED, pursuant to Section 27A(b) of the Securities Act and Section 27E(b) of the Exchange Act, that a waiver from the disqualification provisions of Section 27A(b)(1)(A)(ii) of the Securities Act and Section 21E(b)(1)(A)(ii) of the Exchange Act as to Royal Bank of Canada resulting from the entry of the Order is hereby granted.

By the Commission.

Jonathan G. Katz
Secretary

http://www.sec.gov/litigation/admin/33-8015.htm