Moody's Investors Service has today downgraded the long-term issuer rating of RBC Dexia Investor Services Limited (RBC Dexia) to A2 with a stable outlook from Aa3. The rating action follows the downgrade of Royal Bank of Canada's (RBC, rated Aa3 stable; Prime-1; C+/a2 stable) ratings on 21 June 2012.

Today's downgrade reflects Moody's decision to align RBC Dexia's issuer rating to the a2 standalone credit assessment of RBC, which will become the full owner of the joint-venture after completion of the transaction with Dexia. Moody's believes that the operational, reputational and financial ties between the two entities will increase further, thus warranting the alignment of RBC Dexia's issuer rating at the level of the unsupported rating of its future sole owner (RBC).

The stable outlook is in line with the stable outlook on RBC's standalone bank financial strength rating (BFSR).

Today's action concludes the review for downgrade of RBC Dexia's ratings initiated on 21 February 2012.

For additional information on bank ratings, please refer to the webpage containing Moody's related annoucements http://www.moodys.com/bankratings2012.

RATINGS RATIONALE

ALIGNMENT OF RATINGS REFLECTS EXPECTED INCREASED DEPENDENCY WITH PARENT

Moody's decision to downgrade RBC Dexia's long-term issuer rating to A2 from Aa3 reflects the downgrade of the standalone credit assessment of
its future sole owner, RBC, on 21 June 2012 to C+/a2 from B/aa3. For more information on the rationale behind the 21 June downgrade of RBC, please
see our press release "Moody's downgrades banks with global capital markets operations".

RBC Dexia, a UK-based joint-venture between RBC and Banque Internationale a Luxembourg (BIL, previously Dexia Banque Internationale a Luxembourg, rated Baa1 on review for downgrade; Prime-2 on review for downgrade; D/ba2 on review with direction uncertain), will become fully owned by RBC. As part of the dismantling of the Dexia group, Dexia announced on 3 April 2012 that it has signed a share-purchase agreement with RBC for the
sale of BIL's 50% stake in the joint-venture. The transaction is expected to occur during Q3 2012, subject to all regulatory approvals.

RBC's decision to acquire the full ownership of RBC Dexia demonstrates the strategic importance of this entity for the group. RBC Dexia's activities of global investor services provider are complementary to RBC's sizable capital markets and wealth-management activities. As such, Moody's believes that strategic and operational linkages will translate into an increased correlation between the two entities, thus warranting an alignment of RBC Dexia's issuer rating with the standalone credit assessment of RBC. Moody's does not factor in any probability of systemic (government) support into RBC Dexia's ratings.

Moody's notes that today's downgrade assumes that the change of ownership will occur and will become effective in due course. In the unlikely event that the transaction does not take place as expected, Moody's would re-assess the implications for RBC Dexia's long-term rating.

RATING ALSO UNDERPINNED BY SOLID FINANCIAL FUNDAMENTALS AND NO RESIDUAL EXPOSURE TO DEXIA

RBC Dexia's A2 issuer rating also reflects its established franchise in the global investor services segment. The institution's A2 rating is supported by its overall low risk appetite, its sound liquidity, reasonable efficiency and strong capitalisation.

Furthermore, Moody's believes that the delayed sale process has not significantly impaired the firm's franchise to date. During H2 2011, RBC Dexia experienced temporary client-deposit outflows due to the uncertainty surrounding Dexia's break-up, although this has had a marginal effect on the company's liquidity position. Moody's considers that the credit strength of RBC -- which is now one of the highest-rated banks amongst firms with global capital markets operations -- has helped to preserve RBC Dexia's franchise in a difficult operating environment.

Moody's positively notes that as part of the sale agreement, exposures to the Dexia group have been unwound: RBC Dexia has sold EUR1.4 billion in nominal value of Dexia Group fixed income securities back to the Dexia Group and acquired approximately an equivalent amount of U.S. dollar-denominated securities. This transaction -- together with the wind-up of replacement securities -- is anticipated to generate a loss of approximately EUR56 million before tax (according to RBC Dexia), to be booked in Q2 2012, which is strongly mitigated by RBC Dexia's ample capitalisation (Tier 1 ratio of 31% according to audited FYE 2011 financials).

During the review, Moody's also assessed the potential impact of the current deteriorating operating environment on RBC Dexia's fundamentals. RBC Dexia's core fees (custody and fund administration) are mainly driven by the amount of assets under administration and transaction volumes. Although historical profitability metrics were relatively solid, Moody's expects 2012 revenues to be negatively impacted by the challenging market conditions seen in recent quarters. Also, Moody's believes that RBC Dexia's profitability remains sensitive to financial market trends and is constrained by high operating costs, which are inherent to the asset-servicing industry.

WHAT COULD CHANGE THE RATINGS UP / DOWN

Upwards rating pressure could develop following (i) an enhancement in the strength of RBC's standalone creditworthiness; in combination with (ii) a
material strengthening of the company's global franchise, and an improvement of its overall risk positioning.

RBC Dexia's long-term issuer rating would likely come under downwards pressure following (i) evidence of significant deterioration of its standalone creditworthiness that could be triggered by a weakening franchise, deteriorating profitability or an increase in its risk profile; and/or (ii) a deterioration of RBC's standalone BFSR.

Similarly, if the holding company itself were to issue debt, we might downgrade RBC Dexia to reflect the structural subordination of the holding company, in line with our approach towards rating holding companies.