RBC PRIVATE COUNSEL (USA) INC.

WMC_NRG_B_Bleed_CoolWhite RBC Private Counsel (USA) Inc. Wrap fee brochure A+ Program Access Manager Selection Program Private Investment Management Program January 23, 2026 RBC Private Counsel (USA) Inc. 155 Wellington Street West, 17th Floor Toronto, ON, M5V 3K7 CANADA 416-955-2214 This brochure provides information about the qualifications and business practices of RBC Private Counsel (USA) Inc. If you have any questions about the contents of this brochure, please contact us at 416-955-2214. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. RBC Private Counsel (USA) Inc. is an SEC registered investment adviser. Registration of an Investment Adviser does not imply any level of skill or training. Additional information about RBC Private Counsel (USA) Inc. is available on the SEC’s website at www.adviserinfo.sec.gov.  1 | Wrap fee brochure Item 2 – Material changes Item 6- Investment manager and sub-advisor selection and evaluation- updated section This Wrap Fee Brochure (the “Brochure”), dated January 23, 2026, has been prepared in accordance with regulatory requirements. both proprietary and non-proprietary investment opportunities and ensuring all products in your account comply with your investment objectives. The following are material changes to the Brochure since the last update on July 1, 2025. All capitalized terms have the meaning set out in the Wrap Fee Brochure. 9.4 Related and connected issuers. We have amended this section to note that we do not pay our Investment Advisors or Investment Counsellors more if they recommend securities owned by related or connected issuers. 6.1.2 Review and replacement of investment managers and sub-advisors. We have added clarifying language to note that we conduct due diligence on investment managers and sub-advisors to ensure that they align with client specific investment objectives, as applicable. Item 4 – Services, fees and compensation - updated section 4.3.2.3 Additional Information about the Access Account Fee and A+ Account Fee, Section 4.4.2 Fees and Section 4.4.3 Compensation. 9.5 Trading in your account. We have added wording to this section to describe how we allocate investment opportunities to clients. We note that we mitigate any perceived conflict of interest with respect to fair allocation by ensure all investment opportunities align with your investment objectives. 6.1.5 Related Persons. We have amended this section to note that recommending affiliate sub-advisors may be perceived as a conflict of interest. We manage this risk by ensuring investment managers and sub-advisors are only recommended based on your needs and not to meet business targets. Interest Rates on Cash Balances and Spread on Foreign Currency: We have clarified that RBC Dominion Securities Inc., as custodian, may earn interest or revenue on any cash balances in your account and may earn spread on any foreign currency transactions. In addition, we have provided a link to our interest and spread rate disclosures. 9.6 Code of ethics. We have added wording to describe our policies related to the receipt of gifts and entertainment from clients. We also note that we mitigate any perceived conflicts of interest with respect to the receipt of gifts and entertainment through strict adherence to policies and procedures limiting such activities. 6.1.9 and 6.2.6 Voting Client Securities. We have amended this section to note that you give us express permission to vote matters on your behalf relating to the securities and/or the issuers of the securities held in your account and we provide clarity on our processes for voting client securities. Item 9- Additional Information- A+ Program, Access Program and PIM Program RBC PC USA will provide you with a copy of the new Brochure without charge, upon request to your Investment Counsellor or Investment Advisor, as applicable. This Brochure is also available on the SEC’s website, www.adviserinfo.sec.gov. 9.3 Proprietary products. We have added clarifying wording to note that we address any perceived conflicts of interest in offering proprietary products by offering a wide range of Compensation: We have amended the description of the way we compensate our Investment Advisors and Investment Counsellors to clarify that Investment Advisors and Counsellors are compensated based on client account balances and revenue generation in PIM, A+ and Access Programs, respectively. We have also provided a clear description of the way we mitigate any perceived conflicts of interest with respect to the way we provide compensation. Item 3 – Table of contents Item 1 – Cover page Item 7 – Client information provided to investment managers and sub-advisors . . . . . . . . . . . . . . . . . 12 Item 2 – Material changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Item 3 – Table of contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Item 8 – Client contact with investment managers and sub-advisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Item 4 – Services, fees and compensation . . . . . . . . . . . . . . . . 2 Item 9 – Additional information – A+ program, Access program and PIM program . . . . . . . . . . . . . . . . . . . . . . . 13 Item 5 – Account requirements and types of clients . . . . . . . 7 Item 6 – Investment manager and sub-advisor selection and evaluation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7  RBC Private Counsel (USA) | 2 Item 4 – Services, fees and compensation This section provides a general description of our firm, services provided under the wrap fee programs that we offer for discretionary managed accounts – namely, the A+ Program, the Access Manager Selection Program and Private Investment Management Program, and the wrap fee charged for each program. It also provides information on how we are compensated for our advisory services. 4.1 General description and ownership Regulatory Organization. In addition to providing investment dealer services, RBC DS provides discretionary and non-discretionary investment management and supervisory services to retail clients in Canada. the investment industry in Canada and where applicable, internationally. In particular, Investment Counsellors hold the Chartered Financial Analyst (CFA) designation or Canadian Investment Management (CIM) designation, in combination with one or more professional degrees. Investment Advisors and Investment Counsellors are permitted to recommend and open accounts for the A+ Program and the Access Manager Selection Program. However, only Investment Counsellors can recommend and open accounts in our Private Investment Management Program. Investment Advisors or Investment Counsellors provide investment advice to our clients and meet and communicate with our clients on a regular basis. RBC Private Counsel (USA) Inc. (“RBC PC USA”) is a wholly-owned direct subsidiary of Royal Bank Holding Inc., which is a wholly-owned subsidiary of the Royal Bank of Canada (“RBC”), and is a member of the RBC group of companies. RBC is an internationally diversified organization with operations in many areas of the financial services industry and is a publicly held company (symbol: RY on TSX, NYSE and SWX). RBC PC USA was established in 1998 to provide discretionary investment management and supervisory services to U.S. residents and is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”). 4.2 Use of participating affiliates RBC DS Global is a Bahamas corporation that is registered pursuant to the Bahamas Securities Industry Act 2011 and Securities Industry Regulations 2012 as dealing in securities as principal and agent, arranging deals, managing securities and advising on securities. RBC DS Global is licensed as a full securities investment business to provide broker dealer, securities manager and securities advisor business, pursuant to the Securities Investment Business Law (2011 Revision) of the Cayman Islands. RBC DS Global is also registered in Barbados as a securities company and investment advisor pursuant to the Financial Services Commission Act, The Securities Act and Securities Regulations of Barbados. This brochure describes three different programs with differing fees. RBC PC USA does not incentivize Investment Advisors or Investment Counsellors to recommend a particular program to clients, nor does it provide incentives based on the underlying investments held in client accounts. In order to provide investment advisory services to you, we have entered into service arrangements with our Canadian affiliate RBC Dominion Securities Inc., (“RBC DS”) and our affiliate, RBC Dominion Securities Global Limited (“RBC DS Global”) (each a “Participating Affiliate” ) only in the Cayman Islands and the Bahamas that allow us to utilize its facilities, services and other investment management capabilities, including personnel such as Investment Advisors, in rendering advice to our clients. Although RBC DS and RBC DS Global are not registered as investment advisers in the U.S, in reliance on a no-action letter issued to RBC by the SEC in addition to other guidance provided by the SEC, we make use of their services and other management capabilities, including personnel, of each of RBC DS, RBC DS Global Cayman location and RBC DS Global Bahamas location. RBC DS is a Canadian corporation that is registered as an investment dealer with the securities authorities in each of the provinces and territories in Canada and is a member of the Canadian Investment An RBC PC USA Investment Adviser Representative uses the title of Investment Advisor or Investment Counsellor and has completed certain proficiency requirements recognized in Investment Advisors and Investment Counsellors may offer different fees to different clients, based on their overall AUM, family members with accounts at RBC PC USA and other unique circumstances; in all instances Investment Advisors and Investment Counsellors are required to consider certain factors in determining the fee, specifically AUM, products held and/or services provided. An approval process exists for requests to charge clients outside of the range.  3 | Wrap fee brochure Your A+ Account Fee includes: 4.3.2 Fees 4.3 A+ Program and Access Manager Selection Program 4.3.2.1 A+ Account Fee 4.3.1 Services • fees for trade execution services and, if applicable, compensation to an Investment Manager(s); Access Manager Selection Program • services provided by RBC DS as The A+ Account Fee will be comprised of the following two components: 1) the Portfolio Management Fee; and 2) the Compensation to Sub-advisor(s). Portfolio Management Fee custodian for your account, including all transactions cleared through RBC DS. The A+ Account Fee does not include: • fees that may be embedded in certain products, which are not paid to us (such fees may include, but are not limited to, fees embedded in investment funds); The Portfolio Management Fee to operate your account will be established at account opening between you and your Investment Advisor or Investment Counsellor The maximum Portfolio Management Fee payable to us is 2.75%. We have the right to increase the Portfolio Management Fee upon 60 days’ prior written notice to you. In the Access Manager Selection Program (“Access Program”), there is a choice between a select group of investment managers (collectively, the “Investment Managers”). Your Investment Counsellor or Investment Advisor, as applicable, will recommend a model portfolio or investment vehicle(s) for your account(s) based on your current personal and financial circumstances, investment knowledge, investment objectives and time horizon, risk profile (collectively, Know Your Client information). Compensation to Sub-Advisors • any fees or commissions for trades executed outside of RBC DS or for trades executed by us with respect to securities transferred into your A+ Account at your request; or • fees and charges that you are Following the selection of your Investment Manager(s), trading in your account will be carried out on a discretionary basis in accordance with recommendations provided by your chosen Investment Manager(s). No U.S. mutual funds may be purchased or sold within the Access Program. A+ Program The Compensation to Sub-advisor(s) will be determined based on the fee schedule established with each sub-advisor. The Compensation to a Sub-advisor component of the A+ Account Fee paid to the sub-advisor will typically range between 0.05%-0.40% depending on the type of investment strategy and the total amount of assets in the program allocated to the sub- advisor. responsible for including, without limitation Administrative Account Services Fees as contemplated in the CAA, under the headings entitled “Fees, Commissions and Charges” under the sub-sections entitled “Commissions”, “Foreign Exchange” and “Physical Precious Metals”, commissions, fees, taxes or charges applicable in connection with a trade on a non-Canadian stock exchange, or such fees required by a regulatory authority. 4.3.2.2 Access Account Fee If a new sub-advisor is selected, your total A+ Account Fee (Portfolio Management Fee plus the Compensation to Sub-advisor(s)) may increase or decrease based on the sub-advisor(s) selected. However, only the sub-advisor portion of the A+ Account Fee may increase. Upon request, the Compensation to Sub-advisor(s) for your account holding can be provided. Calculation of A+ Account Fee: The Access Account Fee will be comprised of the following two components: 1) the Portfolio Management Fee; and 2) the Compensation to Investment Manager(s). In the A+ Program, there is a choice between investment vehicles and a select group of sub-advisors (collectively, the “Sub-Advisors”). You and your Investment Counsellor or Investment Advisor, as applicable, will select one or more model portfolio or investment vehicle for your account(s) based on your current personal and financial circumstances, investment knowledge, investment objectives and time horizon, risk profile (collectively, Know Your Client information). Portfolio Management Fee: Following the selection of your Sub- Advisor(s), trading in your account will be carried out on a discretionary basis in accordance with recommendations provided by your chosen Sub-Advisor(s). No U.S. mutual funds may be purchased or sold within the A+ Program or the Access Program. Your A+ Account Fee will be calculated based on the daily market value of the assets in your A+ Account, including any accrued dividends and/or interest, will be accrued daily and charged in the currency or currencies selected by you. You will compensate us monthly or quarterly in arrears for the A+ Account Fee. The amount charged for the A+ Account Fee will appear on your account statements. The Portfolio Management Fee to operate your account will be established at account opening between you and your Investment Advisor or Investment Counsellor. The maximum Portfolio Management Fee payable to us is 2.75%. We have the right to increase the Portfolio Management Fee upon 60 days’ prior written notice to you.  RBC Private Counsel (USA) | 4 Compensation to Investment Managers: Manager will execute securities transactions directly through an unaffiliated broker-dealer. • any fees or commissions for trades executed outside of RBC DS or for trades executed by us with respect to securities transferred into your Access Account at your request; The Compensation to Investment Manager(s) will be determined based on the fee schedule established with each investment manager. The Compensation to Investment Manager component of the Access Account Fee will be paid to the investment manager from us will typically range between 0.18%-0.65% depending on the type of investment strategy and the total amount of assets in the program allocated to the investment manager. For investment funds that may be transferred into your account, there may be ongoing fees applicable at the investment level that will reduce the value of such investment, particularly the management expense ratio and trailing commissions. If you held trailing paying series of such transferred in investments outside of RBC PC USA, you would not be subject to the Access Account Fee or the A+ Account Fee. • other fees and charges that you are responsible for including, without limitation Administrative Fees, as contemplated in the CAA (Fee, Commissions and Charges) under the sub-sections entitled “Additional Commissions”, “Foreign Exchange” and “Physical Precious Metals,” commissions, fees, taxes or charges applicable in connection with a trade on a non-Canadian stock exchange, or such fees required by a regulatory authority. In addition to the above fees, certain other charges unrelated to the advisory and brokerage services, including fees and expenses relating to the operation of the account such as administrative fees, may apply, in accordance with the terms of the CAA. 4.3.2.3. Additional Information about the Access Account Fee/A+ Account Fee The Access Account Fee and A+ Account Fee includes: If a new investment manager is selected, your total Access Account Fee (Portfolio Management Fee plus the Compensation to Investment Manager(s)) may increase or decrease based on the investment manager selected. However, only the investment manager portion of the Access Account Fee may increase. Upon request, the Compensation to Investment Manager(s) for your account holding can be provided. • Services provided by the Investment In some cases, the Access Account Fee and the A+ Account Fee are negotiable based on factors such as account size and types of securities purchased. Calculation of Access Account Fee: Manager(s) for the Access Program or Sub-Advisor(s) for the A+ Program with regard to your portfolio; • Services provided by RBC Global Advisory Research Group for its research, ongoing monitoring and due diligence support. Please refer to item 6.1 for further information; Your Access Account Fee will be calculated based on the daily market value of the assets in your Access Account, including any accrued dividends and/or interest, will be accrued daily and charged in the currency of your Access Account. You will compensate us monthly or quarterly in arrears for the Access Account Fee. The amount charged for the Access Account Fee will appear on your account statements. Depending on the size of a client’s account, the frequency of trading and type of securities purchased, the A+ Program/Access Program may cost a client more or less than the cost of purchasing such services separately. However, many clients would not have access to the individual Investment Managers or Sub-Advisors without using the A+ or Access programs due to those Investment Managers’ and Sub-Advisors’ standard investment minimums. Your Access Account Fee includes: Interest on cash balances and spread foreign currency transactions • fees for trade execution services and, if applicable, compensation to an Investment Manager(s); • services provided by RBC DS as custodian for your account, including all transactions cleared through RBC DS. The Access Account Fee does not include: • fees that may be embedded in certain products, which are not paid to us (such fees may include, but are not limited to, fees embedded in investment funds); • The cost of securities transactions where we, or our affiliates, act as your agent for buying, selling and generally dealing in securities for you using various broker-dealers. Refer to section 9.4 for further details. However, in the event that an Investment Manager in the Access Program executes trades directly through an unaffiliated broker- dealer in order to get best execution, the cost of execution is not included in the fee paid by you and will be included in the net price of the particular transaction and charged to your account. By accepting the CAA you acknowledge that the fee does not include any fees or commissions payable to third parties when the Investment Manager executes trades directly through an unaffiliated broker- dealer. We believe that it is rare that an Investment RBC DS, as custodian, may earn interest or revenue on the cash balances in your account and may retain excess amounts that we earn over the amount of interest we pay to you, if any. Interest rates are adjusted from time to time depending on various factors, including but not limited to, market analysis, Bank of Canada and other bellwether rates, and/or cash rates. In addition, RBC DS, as custodian, may earn spread-based revenue (“spread”) when there are foreign currency transactions in your account. Foreign currency transaction spread rates are calculated with reference to a  5 | Wrap fee brochure documented in an investment policy statement, which forms the blueprint for the design and creation of a client’s portfolio. The Investment Counsellor then builds the client’s portfolio. No U.S. registered mutual funds can be purchased or sold within a PIM account. 4.4.2 Fees Counsellors to meet standards of business and personal conduct, integrity and professionalism, including adherence to the RBC Code of Conduct. In addition, our compensation is not solely based on revenue generation, but other factors such as risk management practices and adherence to regulatory compliance rules. Regulatory Transaction Fee As consideration for rendering discretionary investment management services under PIM, we receive a fee, payable monthly or quarterly, in arrears, based on a percentage of the client assets under management at the annual rate set out in our account forms (the “PIM Account Fee”). The calculation of fees excludes any assets held in an A+ account or Access account. Fees in respect of such accounts are charged in accordance with the A+ Account Fee or Access Account Fee, as outlined in section 4.3.2 above. number of factors, including market terms and conditions as well as the amount, date and type of foreign currency transaction. Rates are disclosed on your client account statement and available on our website. In performing foreign currency transactions, RBC DS acts as agent or principal. Foreign exchange transactions are carried out before or on the day of settlement of your Foreign Trade. A different day may be used for foreign exchange transactions related to: (a) mutual fund transactions; (b) transactions that you and RBC PC USA agree on to be effected by RBC DS; and (c) to effect other transactions such as trading corrections. We mitigate any conflict with respect to earning interest or spread by ensuring that any interest rates or foreign currency spread rates are disclosed to you on your account statement(s) and available on our website: www.rbcwealthmanagement. com/en-ca/dominion-securities/ cash-and-margin-rates. The PIM Account Fee is no more than 2.75% per annum and includes the services described in this section. Compensation Fees are calculated and charged in either Canadian and/or U.S. dollars, subject to specific arrangements made with the client. You will be charged a fee for certain transactions to reimburse RBC PC USA for US Securities and Exchange Commission (SEC) assessments charged to RBC PC USA pursuant to Section 31 of the Securities Exchange Act of 1934. The fee is charged on certain sale transactions on US exchanges, including the sale of a stock, call or put option, exercise of a call or put option or the assignment of a short call or short put option. The fee charged to you is based on the rate set by the SEC, rounded up to the next whole penny. The amount collected may exceed the amount assessed by the SEC, and RBC PC USA retains the difference up to the next whole penny. This fee is subject to change. The current rate can be found on the SEC website at sec.gov, or can be obtained from your Investment Counsellor/Associate Investment Counsellor or Investment Advisor. Our Investment Advisors and Investment Counsellors who recommended the A+ Program or the Access Program to you and provide ongoing investment advice in respect of your account receive compensation as a result of your participation in the A+ Program or Access Program. 4.4 Private Investment Management Program (“PIM”) 4.4.1 Services The fee paid by a client includes our management fees, RBC DS custodial fees (if applicable), and the cost of securities transactions where we, or our affiliates, act as your agent for buying, selling or generally dealing in securities for you, using various broker-dealers, Refer to section 9.4 for further details. PIM is a program for individuals who wish to have their investments managed on a fully discretionary basis directly by one of our Investment Counsellors. For investment funds that may be transferred into your account, there may be ongoing fees applicable at the investment level that will reduce the value of such investment, particularly the management expense ratio and trailing commissions. If you held trailing paying series of such transferred in investments outside of RBC PC USA, you would not be subject to the PIM Account Fee. We compensate and recognize our Investment Advisors and Investment Counsellors who recommend the A+ Program or the Access Program to you based on client account balances and revenue generation in these Programs. This may be perceived as incentivizing an Investment Adviser or Investment Counsellor to seek more client business in these Programs rather than recommend other PC USA programs (such as PIM, or programs offered by affiliates and for which Investment Advisors and Investment Counsellors may not receive compensation) and recommend certain products in order to receive more compensation and recognition. We mitigate this conflict by reviewing the appropriateness of recommendations at account opening and on an ongoing basis and we require all Investment Advisors and Investment In addition to the above fees, certain other charges unrelated to the advisory and brokerage services, including fees and expenses relating to the operation of the account such as administrative fees, may apply, in accordance with the terms of the CAA. An Investment Counsellor builds a client’s portfolio by selecting individual securities and may also recommend models provided by the A+ Program and the Access Program. In addition, the Investment Counsellor monitors and adjusts a client’s portfolio based on market conditions and on the client’s individual investment objectives. The process of building a portfolio begins with the Investment Counsellor assessing a client’s investment objectives, risk profile, financial goals and through considering Know Your Client information. This assessment is  RBC Private Counsel (USA) | 6 In some cases, the PIM Account Fee is negotiable and varies based on factors such as account size types or securities purchased. solely based on revenue generation, but other factors such as risk management practices and adherence to regulatory compliance rules. 4.4.4 Regulatory Transaction Fee Depending on the size of a client’s account, the frequency of trading and types of securities purchased the PIM program may cost a client more or less than the cost of purchasing such securities and services separately. number of factors, including market terms and conditions as well as the amount, date and type of foreign currency transaction. rates are disclosed on your client account statement and available on our website. In performing foreign currency transactions, RBC DS acts as agent or principal. Foreign exchange transactions are carried out on or before settlement day of your Foreign Trade. A different day may be used for foreign exchange transactions related to: (a) mutual fund transactions; (b) transactions that you and RBC PC USA agree on to be effected by RBC DS; and(c) to effect other transactions such as trading corrections. In addition to the fee calculated as a percentage of your assets under management, RBC PC USA and/or our related companies and affiliates may earn revenues in other ways. For example: revenue that our affiliate and your custodian, RBC DS, earns on uninvested cash over the amount of interest paid to you on such balances, transaction spreads (for example, foreign exchange and bonds), new issue commissions, and trailer fees. Early Termination Fee We mitigate any conflict with respect to earning interest or spread by ensuring that any interest rates or foreign currency spread rates are disclosed to you on your account statement(s) and available on our website: www.rbcwealthmanagement.com/ en-ca/dominion-securities/cash-and- margin-rates. 4.4.3 Compensation You will be charged a fee for certain transactions to reimburse RBC PC USA for US Securities and Exchange Commission (SEC) assessments charged to RBC PC USA pursuant to Section 31 of the Securities Exchange Act of 1934. The fee is charged on certain sale transactions on US exchanges, including the sale of a stock, call or put option, exercise of a call or put option or the assignment of a short call or short put option. The fee charged to you is based on the rate set by the SEC, rounded up to the next whole penny. The amount collected may exceed the amount assessed by the SEC, and RBC PC USA retains the difference up to the next whole penny. This fee is subject to change. The current rate can be found on the SEC website at sec.gov, or can be obtained from your Investment Counsellor/Associate Investment Counsellor or Investment Advisor. Due to the significant time and effort involved in initially setting up a PIM portfolio for a client, we may charge an early termination fee if the client terminates its PIM investment management relationship with us within twelve months of opening an account. The early termination fee equals an amount up to the aggregate fee that would have otherwise been paid to us with respect to such account during the first twelve months of the relationship, less the amount of any fees already paid by the client. Interest on cash balances and spread foreign currency transactions The Investment Counsellor who recommended the PIM Program to you and manages your account receives compensation as a result of your participation in the program. We compensate and recognize our Investment Counsellors who recommend the PIM Program to you based on client account balances and revenue generation in this Program. This may be perceived as incentivizing an Investment Counsellor to seek more client business in this Programs rather than recommend other PC USA programs (such as programs offered by affiliates and for which Investment Counsellors will not receive compensation) and recommend certain products in order to receive more compensation and recognition. RBC DS, as custodian, may earn interest or revenue on the cash balances in your account and may retain excess amounts that we earn over the amount of interest we pay to you, if any. Interest rates are adjusted from time to time depending on various factors, including but not limited to, market analysis, Bank of Canada and other bellwether rates, and/or cash rates. In addition, RBC DS, as custodian, may earn spread-based revenue (“spread”) when there are foreign currency transactions in your account. Foreign currency transaction spread rates are calculated with reference to a We mitigate this conflict by reviewing the appropriateness of recommendations at account opening and on an ongoing basis and we require all Investment Counsellors to meet standards of business and personal conduct, integrity and professionalism, including adherence to the RBC Code of Conduct. In addition, our compensation is not  7 | Wrap fee brochure Item 5 – Account requirements and types of clients This section provides a description of requirements to open an account and the types of clients to whom we typically provide investment advice. Our clients are typically individuals, their families and personal holding companies, and trusts. generally U.S. $250,000. The minimum investment with an individual Investment Manager is typically U.S. investable per Investment Manager or Sub- Advisor, as applicable, to satisfy the underlying asset, geographic and style allocations. 5.1 A+ Program and Access Program 5.2 PIM Program Generally, the minimum account size to open an A+ account is equivalent to CDN $100,000, but could be lower subject to total investments with PC USA. For the Access Program, the initial investment is Generally, the minimum account size to open a PIM account is equivalent to CDN $100,000, but could be lower subject to total investments with PC USA. $100,000. However, the minimum threshold to achieve a diversified portfolio that matches the client’s investment objectives and risk profile may be higher. The actual investment amount will be dependent on the portfolio models and the minimum Item 6 – Investment manager and sub-advisor selection and evaluation This section provides a description of our process for selecting, evaluating and providing performance reporting of Investment Managers in the Access Program and Sub-Advisors in the A+ Program. It also provides certain information about our PIM Program and a description of some of the risks of which you should be aware and of our proxy voting practices. • $25 million of product assets under 6.1 A+ Program and Access Program professionals, investment approach and historical performance. management • Three years of portfolio management tenure 6.1.1 Selection of investment managers and sub- advisors and analysis by the investment committee • Reasonable management fees and expenses Investment Managers and Sub-Advisors meeting the above criteria are then subjected to a more rigorous evaluation focused on four broad categories: RBC Global Advisory Research Group recommends fixed income and equity Investment Managers and Sub-Advisors for both the Access Program and the A+ Program based on research, as described below. • Firm and Product • Investment Approach • Investment Professionals • Performance The Committee consists of at least four investment professionals from one or more of our affiliates. To be approved, each Investment Manager and Sub- Advisor must pass a thorough review by the Committee that includes a detailed discussion of facts and informed opinions derived from a comprehensive due diligence and evaluation process. Our analysts employ well-defined research, evaluation, and reporting activities when assessing each category. The process typically begins with the following minimum screening criteria: • Three years of operating and performance histories • $100 million of firm assets under Objectively understanding the quality and effectiveness of an Investment Manager and Sub-Advisor or particular portfolio strategy requires in-depth From these recommendations, the Investment Committee (the “Committee”) has selected a range of Investment Managers for the Access Program and a range of Sub-Advisors for the A+ Program to which client assets can be allocated. In selecting the Investment Managers and Sub-Advisors, consideration is given to, among other things, firm and product, investment management  RBC Private Counsel (USA) | 8 6.1.3 Performance of investment managers and sub-advisors Sub-Advisors in the A+ Program and affiliates of RBC PC USA. Recommending affiliate Sub-Advisors may be perceived as a conflict of interest. We manage this by ensuring that Investment Counsellors and Investment Advisors are required to recommend Sub-Advisors to you based on an understanding of your needs, and not to meet business targets, in accordance with the RBC Code of Conduct. In addition, we conduct due diligence and ongoing monitoring of services being provided in a similar manner as if the RBC companies and affiliates were not related persons. examination of performance, including a detailed analysis of the sources of returns. Not all Investment Managers and Sub-Advisors should be compared to one another, nor are all products directly comparable. Information learned in performance reviews is used to build expectations about each Investment Manager’s and Sub-Advisor’s capabilities and the potential return behaviour of different portfolio strategies during various market environments. Analyzing performance within the context of these predetermined expectations is a major philosophical underpinning of our approach to Investment Manager and Sub-Advisor research. 6.1.6 Performance based fees and side by side management 6.1.2 Review and replacement of investment managers and sub-advisors Performance information on the Investment Managers and Sub-Advisors is calculated by the respective Investment Managers and Sub-Advisors. We calculate your individual account performance and periodically compare it to performance reported by the Investment Manager or Sub-Advisor, as applicable. This review is designed to determine whether an Investment Manager’s or Sub-Advisor’s reported performance data is consistent with the actual experience of our clients. We do not review the performance data provided by the individual Investment Managers or Sub-Advisors to ensure they are calculated on a uniform and consistent basis; review the appropriateness of the methodology used to calculate performance or audit the mathematical accuracy of the calculation or compliance with any standards an Investment Manager or Sub-Advisor has stated it follows. We do not accept performance-based fees, that is, fees based on a share of capital gains on or capital appreciation of the assets of a client account. As mentioned in Item 4 above, our investment advisory fees are based on the month-end market value of your portfolio. 6.1.7 Risk of loss 6.1.4 Structuring a client’s portfolio of investment managers in the Access Program or sub-advisors in the A+ Program In the Access Program either an Investment Advisor or Investment Counsellor recommends a mix of Investment Managers to the client based on the client’s stated investment objectives. There are a number of sources of risk to which a typical portfolio could be exposed depending on the investments. These risks could result in unexpected losses of capital, reduce the generation of income, or decrease the probability of you achieving your goals for the portfolio. By investing in securities, you should be prepared to bear the risk of losses. In the A+ Program either an Investment Advisor or Investment Counsellor recommends a mix of Sub-Advisors to the client based on the client’s stated investment objectives. Ongoing due diligence of Investment Managers and Sub-Advisors is performed via on-site visits, conference calls, and in-house meetings to confirm the factors that contributed to the past successes of each model are still meaningfully intact. In addition, due diligence is conducted to ensure that Investment Managers and Sub-Advisors align with client-specific investment objectives, as applicable. A watch list is maintained, which provides a means to communicate developments of potential concern. The termination of an Investment Manager or Sub-Advisor may be recommended if the original thesis is materially and permanently impaired. This is most commonly the result of fundamental developments that are determined to be detrimental to the potential longer-term success of the Investment Manager’s or Sub-advisors underlying investment strategy. To the degree that a client has placed restrictions on an account, we take this into consideration when determining which Investment Managers or Sub- Advisors, as applicable, to select. If necessary, specific client-restrictions will be noted on the account. 6.1.5 Related persons Some risks may be mitigated through diversification: constructing your portfolio so there is not a significant exposure to any single investment or group of investments that may be impacted in a similar manner as a result of a particular risk event. For some of the risks outlined below, there may be additional techniques that can be employed to further mitigate risk. There is no guarantee of performance for any investment strategy implemented. Past performance with respect to other accounts does not predict your account’s future performance. The following is an overview and description of some of the risks of which you should be aware: Investment performance is routinely monitored to ensure it conforms to the basic expectations about each model and any client specific investment objectives. Quarterly, the Committee will assess the performance and quality of the Investment Managers and Sub- Advisors selected. In the absence of a material cause for concern that would lead to more frequent evaluation, a more formal due diligence is generally conducted annually. None of the Investment Managers in the Access Program are affiliates of ours. However, RBC Global Asset Management Inc. and RBC Dominion Securities Inc. are  9 | Wrap fee brochure • Market Risk – This is the risk that a • Equity Securities Risk – Equity securities are affected by stock market movements. In addition, equity securities of certain companies, or companies within a particular industry sector, may fluctuate differently than the overall stock market because of changes in the outlook for those individual companies or the particular industry. environment that was not anticipated which could result in losses and/or volatility to a portfolio. Such events include acts of God, pandemics, government restrictions, stock exchange or market rulings, suspension of trading, unusual market activity, wars, strikes, or interruptions of communications, internet or data processing services. • Liquidity Risk – Investing in less liquid change in the economy and the market as a whole will affect the price of individual securities in ways that were not anticipated. While a change in the broader market is based on the underlying securities, not all individual securities are affected in the same way or to the same degree. Unexpected volatility or illiquidity could impair profitability or result in losses. Unless specifically indicated in your investment policy statement, our approach to investment management is to maintain well diversified portfolios that seek to minimize the impact each of these risks might have on your overall portfolio. In addition, we may selectively employ currency hedging to further attempt to reduce the impact of this specific risk. securities may result in the difficulty or even inability to sell in a timely manner, as well as potentially a negative impact on price received, if you need the money in the short term. For example, legal restrictions, the nature of the investment itself, settlement terms, or a shortage of buyers. Generally, investments with lower liquidity tend to have more dramatic price changes and may subject the investor to losses or additional costs. • Regulatory Risk – Securities regulators can impose limitations on trading activity, which may prevent a profit or increase losses to your portfolio. • Interest Rate Risk – This is the risk that a change in interest rates will impact the returns on interest rate-sensitive investments, such as bonds and mortgage-related securities and debt. Generally, rising interest rates result in a decline in asset prices. The values of applicable investments may change in response to movements in interest rates. If interest rates rise, the values of debt securities will generally fall and vice versa. In general, the longer the average maturity or duration of an investment portfolio, the greater the sensitivity to changes in interest rates. • Concentration Risk – A high • Political/Geographic Risk – This is the The discussion above is general in nature and is not intended to apply in respect of your specific portfolio or personal circumstances, either of which may give rise to additional risks not set out above. Your risk profile is considered along with your investment objectives and time horizon when constructing your portfolio. Please consult your Investment Advisor or Investment Counsellor, as applicable, for more information. risk that policies or instability in a region or nation will impact performance. concentration of assets in a single or small number of issuers may reduce diversification and liquidity within a portfolio and increase its volatility. • Purchasing Power or Inflation Risk – 6.1.8 Borrowing to invest • Cyber Security Risk – Investment You should note the specific risks inherent in borrowing money to invest. The risk that investments will return less than the rate of inflation and therefore your portfolio will not maintain its purchasing power. • Currency/Foreign Exchange Risk – This risk exists for any investment made in an international market where payments or principal are exposed to another currency. In addition, the value of securities denominated in a foreign currency will be affected by changes in foreign currency rates or the imposition of foreign exchange controls. • Credit or Company Specific Risk – This Using borrowed money to finance the investments to be made in your account involves greater risk than investments using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same, even if the value of the securities purchased declines. An investment strategy that uses borrowed money could result in far greater losses than an investment strategy that does not use borrowed money. There may also be tax consequences to you if assets in your account must be sold in order to meet any obligations to repay the borrowed money or any interest owing. advisers have become potentially more susceptible to operational risks through breaches in cyber security with the increased prevalence in the use of technology for business purposes. A breach in cyber security refers to both intentional and unintentional events that may cause us and/or the portfolios to lose proprietary information or other information subject to privacy laws, suffer data corruption, or lose operational capacity. Cyber security breaches may involve unauthorized access to our digital information systems (e.g. through “hacking” or malicious software coding), but may also result from outside attacks such as denial-of-service attacks (i.e. efforts to make network services unavailable to intended users. 6.1.9 Voting client securities encompasses risks generally associated with individual companies, the possibility that issuers of securities may encounter significant challenges and/or default on the payment of interest or principal on the securities when due, which would cause a portfolio to incur losses. Unless otherwise instructed by you in writing, you explicitly authorize us to vote matters on your behalf relating to the • Sector/Industry Risk – This encompasses risks associated with a particular sector or industry (e.g. technology). • External risks beyond our control – The risk that external events beyond our control will result in various unintended circumstances such as a market  RBC Private Counsel (USA) | 10 securities you could lose some or all of your investment and you should be prepared to bear the risk of such losses. Counsellors, who are responsible for building a client’s portfolio by selecting individual securities and may also recommend models in the A+ Program and Access Program based on investment objectives set out in the client’s investment policy statement and internal investment management guidelines and portfolio guidance. securities and/or the issuers of the securities held in your account, including securities of related and connected issuers, and take any action on your behalf that we deem appropriate for a corporate action, including any take-over bid, tender offer or corporate reorganization. This may give the perception that we are favouring the issuers with whom we have a relationship or are related or connected to us. At our discretion, we will not exercise voting authority where the cost of voting would be significant, or the benefit to you would be insignificant. Clients can in some circumstances impose reasonable restrictions on management of their accounts, including by restricting particular securities and types of investments, provided RBC PC USA accepts those restrictions. Some risks may be mitigated through diversification: constructing your portfolio so there is not a significant exposure to any single investment or group of investments impacted in a similar manner as a result of a particular risk event. For some of the risks outlined below, there may be additional techniques that can be employed to further mitigate risk. There is no guarantee that you will meet your investment goals or that any investment strategy we recommend will perform as anticipated. 6.2.2 Methods of analysis and Investment Strategies The following is an overview and description of some of the risks of which you should be aware: • Market Risk – This is the risk that a In making decisions for a client, an Investment Counsellor may use charting, fundamental, technical or cyclical methods of analysis and portfolio guidance. Strategies include long-term and short-term purchases and may also involve active trading (i.e., securities bought and sold within 30 days). change in the economy and the market as a whole will affect the price of individual securities in ways that were not anticipated. While a change in the broader market is based on the underlying securities, not all individual securities are affected in the same way or to the same degree. Unexpected volatility or illiquidity could impair profitability or result in losses. In addition to the ongoing management and review undertaken by the Investment Counsellor, quarterly reviews of each PIM client’s portfolio are conducted by one of our Portfolio Risk Advisors to ensure that the client’s investment objectives are being diligently pursued. Any issues raised during a review are documented and followed-up with the client’s Investment Counsellor. We mitigate this risk by ensuring we vote matters consistent with the proxy voting guidelines established by a third-party service provider and adopted by us (the “Guidelines”). The Guidelines will be implemented without our involvement if we have a conflict of interest in the outcome of a vote. While we generally cannot deviate from the Guidelines, you may provide us with written instructions to do so and we will carry out such instructions on a best efforts basis. Upon request, we will provide you with a copy of our proxy voting policies and procedures. The Guidelines generally do not apply to voting relating to securities of private corporations, preferred shares, and debentures. In any case where we have a conflict of interest in the outcome of a vote, we will not influence or otherwise interfere with our service provider’s proxy voting recommendations. Should you wish to obtain information of voting records or provide specific voting instructions, you may contact your Investment Advisor or Investment Counsellor. 6.2.3 Performance based fees and side by side management We will with sufficient written notice and on a best efforts basis act on your request to vote a proxy. • Interest Rate Risk – This is the risk that a change in interest rates will impact the returns on interest rate-sensitive investments, such as bonds and mortgage- related securities and debt. Generally, rising interest rates result in a decline in asset prices. The values of applicable investments may change in response to movements in interest rates. If interest rates rise, the values of debt securities will generally fall and vice versa. In general, the longer the average maturity or duration of an investment portfolio, the greater the sensitivity to changes in interest rates. Where economically feasible, we will file applicable class action settlement claims on behalf of your existing accounts. We do not accept performance-based fees, that is, fees based on a share of capital gains on or capital appreciation of the assets of a client account. As mentioned in Item 4 above, our investment advisory fees are based on the month-end market value of your portfolio. • Political/Geographic Risk – This is the 6.2 PIM Program 6.2.4 Risk of Loss risk that policies or instability in a region or nation will impact performance • Purchasing Power or Inflation Risk 6.2.1 Advisory services, constructing and managing your portfolio – This is the risk that investments will return less than the rate of inflation and therefore your portfolio will not maintain its purchasing power. As outlined in the beginning of the brochure, in the PIM Program, a client’s portfolio is managed on a discretionary basis by one of our Investment There are a number of sources of risk to which a typical portfolio may be exposed. These risks could result in unexpected losses of capital, reduce the generation of income, or decrease the probability of you achieving your goals. You should be aware and understand that by investing in  11 | Wrap fee brochure • Currency/Foreign Exchange Risk – This • Cyber Security Risk – Investment 6.2.5 Borrowing to invest risk exists for any investment made in an international market where payments or principal are exposed to another currency. In addition, the value of securities denominated in a foreign currency will be affected by changes in foreign currency rates or the imposition of foreign exchange controls. • Credit or Company Specific Risk – This encompasses risks generally associated with individual companies, the possibility that issuers of securities may encounter significant challenges and/or default on the payment of interest or principal on the securities when due, which would cause a portfolio to incur losses. • Sector/Industry Risk – This You should note the specific risks inherent in borrowing money to invest. Using borrowed money to finance the investments to be made in your account involves greater risk than investments using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same, even if the value of the securities purchased declines. An investment strategy that uses borrowed money could result in far greater losses than an investment strategy that does not use borrowed money. There may also be tax consequences to you if assets in your account must be sold in order to meet any obligations to repay the borrowed money or any interest owing. advisers have become potentially more susceptible to operational risks through breaches in cyber security with the increased prevalence in the use of technology for business purposes. A breach in cyber security refers to both intentional and unintentional events that may cause us and/or the portfolios to lose proprietary information or other information subject to privacy laws, suffer data corruption, or lose operational capacity. Cyber security breaches may involve unauthorized access to our digital information systems (e.g. through “hacking” or malicious software coding), but may also result from outside attacks such as denial-of-service attacks (i.e. efforts to make network services unavailable to intended users. encompasses risks associated with a particular sector or industry (e.g. technology). 6.2.6 Voting Client Securities • Equity Securities Risk – Equity securities are affected by stock market movements. In addition, equity securities of certain companies, or companies within a particular industry sector, may fluctuate differently than the overall stock market because of changes in the outlook for those individual companies or the particular industry. • External risks beyond our control – The risk that external events beyond our control will result in various unintended circumstances such as a market environment that was not anticipated which could result in losses and/or volatility to a portfolio. Such events include acts of God, pandemics, government restrictions, stock exchange or market rulings, suspension of trading, unusual market activity, wars, strikes, or interruptions of communications, internet or data processing services. • Liquidity Risk – Investing in less liquid Unless otherwise instructed by you in writing, you explicitly authorize us to vote matters on your behalf relating to the securities and/or the issuers of the securities held in your account, including securities of related and connected issuers, and may take any action on your behalf that we deem a corporate action, including any take-over bid, tender offer or corporate reorganization, involving the securities and/or the issuers of the securities held in your account. This may give the perception that we are favouring the issuers with whom we have a relationship or are related or connected to us. At our discretion, we will not exercise voting authority where the cost of voting would be significant, or the benefit to you would be insignificant. Unless specifically indicated in your investment policy statement, our approach to investment management is to maintain well diversified portfolios that seek to reduce the possible impact each of these risks may have on your overall portfolio. In addition, we may employ currency hedging to further attempt to reduce the impact of currency risk to the portfolio. securities may result in the difficulty or even inability to sell in a timely manner, as well as potentially a negative impact on price received, if you need the money in your in the short term. For example, legal restrictions, the nature of the investment itself, settlement terms, or a shortage of buyers. Generally, investments with lower liquidity tend to have more dramatic price changes and may subject the investor to losses or additional costs. • Capital Markets Risk – Securities regulators can impose limitations on trading activity, which may prevent a profit or increase losses to your portfolio. • Concentration Risk – A high The discussion above is general in nature and is not intended to apply in respect of your specific portfolio or personal circumstances, either of which may give rise to additional risks not set out above. Your risk profile is considered along with your investment objectives and time horizon when constructing your portfolio. Please consult your Investment Counsellor for more information. We mitigate this risk by ensuring we vote matters consistent with the proxy voting guidelines established by a third-party service provider and adopted by us (the “Guidelines”). The Guidelines will be implemented without our involvement if we have a conflict of interest in the outcome of a vote. In unique client circumstances an Investment Counsellor or Investment Advisor may override the Guidelines if it is deemed to be in your best interest. You may provide us with written instructions to override the Guidelines and we will carry out such instructions on a best efforts basis. concentration of assets in a single or small number of issuers reduces diversification and liquidity within a portfolio and may increase its volatility.  RBC Private Counsel (USA) | 12 Where economically feasible, we will file applicable class action settlement claims on behalf of our existing client accounts. Upon request, we will provide you with a copy of our proxy voting policies and procedures. The Guidelines generally do not apply to voting relating to securities of private corporations, preferred shares, and debentures. In any case where we have a conflict of interest in the outcome of a vote, we will not influence or otherwise interfere with our service provider’s proxy voting recommendations. A copy of the proxy voting policy will be provided to you upon request. Should you wish to obtain information of voting records or provide specific voting instructions, you may contact your Investment Counsellor. We will with sufficient written notice and on a best efforts basis act on your request to vote a proxy. Item 7 – Client information provided to investment managers and sub-advisors For clients in the Access Program, this section describes client information communicated to the Investment Managers selected for that client. This section is not applicable to clients invested in the A+ Program since client information for that program is not shared with Sub-Advisors. • Name and Address 7.1 Access Program • Investment Objectives and Risk Profile (Know Your Client information) We keep your personal information confidential and will only share information as required or permitted by law or as agreed to in writing. In respect of the Access Program, we provide the following information to the respective Investment Manager(s) selected for each client: • Financial positions held, account balances and daily transactions related to the client’s separate managed account Item 8 – Client contact with investment managers and sub-advisors This section explains the restrictions, if any, placed on your ability to contact and consult with your Investment Managers or Sub-Advisors. 8.1 A+ Program and Access Program applicable, in your portfolio, please contact your Investment Advisor or Investment Counsellor, as applicable. 8.2 PIM Program managing your accounts and will schedule regular meetings with you to review your portfolio and investment objectives and is also available upon your request. Your Investment Counsellor is responsible for constructing and Generally, clients will not have any direct contact with Investment Managers in the Access Program and Sub-Advisors in the A+ Program. If you have any questions about your account or the Investment Manager(s) or Sub-Advisor(s), as  13 | Wrap fee brochure Item 9 – Additional information – A+ Program, Access Program and PIM Program This section discloses additional information that is material to your evaluation of our advisory business or the integrity of our management. 9.1 Disciplinary information portfolio manager, as applicable, would exercise in comparable circumstances. • Entities registered under applicable U.K. securities legislation: Bluebay Asset Management LLP and RBC Global Asset Management (UK) Limited. In providing discretionary investment management services, RBC PC USA is responsible for: Registered investment advisers are required to disclose legal or disciplinary events that would be material to your evaluation of our advisory business or the integrity of our management. • the advice that it receives from • Entity registered under applicable Australian and Cayman Islands securities legislations: RBC Capital Markets, LLC affiliates, and • losses you incur that arise out of RBC PC USA and our management personnel have no reportable disciplinary event to disclose. the failure of an affiliate to meet the applicable standard of care. • Entity registered under applicable Cayman Islands, Bahamian and Barbadian securities legislation: RBC Dominion Securities Global Limited. 9.2 Other financial industry activities and affiliations • Entity registered under applicable Guernsey and Jersey securities legislation: Royal Bank of Canada (Channel Islands) Limited. As indicated under Item 4, RBC PC USA is an indirect wholly owned subsidiary of RBC. In addition to RBC PC USA, the following companies are affiliates of RBC: • Entities registered under applicable U.S. securities legislation: • Bluebay Asset Management LLP In addition, RBC PC USA is an affiliate of The Royal Trust Company, Royal Trust Corporation of Canada, and RBC Wealth Management Financial Services Inc., which are wholly owned subsidiaries of RBC. • RBC Capital Markets, LLC • RBC Global Asset Management Material relationships and arrangements with related persons (U.S.) Inc. • RBC Global Asset Management (UK) Limited • Entities registered under applicable Canadian securities legislation: Our affiliates sponsor or manage Canadian investment funds that may be transferred into our clients’ portfolios and model portfolios that we may select for our clients. RBC PC USA will pay a fee to an affiliated sub-advisor for managing a model portfolio and an investment fund transferred into RBC PC USA. An Investment Counsellor’s/Investment Advisor’s decision to select/recommend a specific model portfolio for a client must not be influenced by any factors other than the best interest of that client and must be consistent with the investment objectives, guidelines, restrictions and other applicable provisions of the client’s investment policy statement and CAA. • Bluebay Asset Management LLP • Phillips, Hager & North Investment Funds Ltd. • RBC Dominion Securities Inc. • RBC Global Asset Management Inc. (“RBC GAM”) RBC PC USA obtains portfolio management, trade execution, product and manager selection, and other services for your account from affiliated portfolio managers, RBC GAM, and affiliated dealers, RBC DS and RBC DS Global. In providing portfolio management and trade execution services, these affiliates are contractually and ethically bound to carry out their duties honestly and in good faith, and in the best interests of clients. They are also bound to exercise the degree of care, diligence and skill that a reasonably prudent person or RBC PC USA obtains from RBC and its subsidiaries, management, administrative, back office, referral or other services in connection with its ongoing business. For instance, RBC DS is the custodian for your account. Further, certain directors and officers of RBC PC USA are also directors and officers of one or more of the registrants listed above. Investment Counsellors and • RBC Phillips, Hager & North Investment Counsel Inc. (“RBC PH&N IC”)  RBC Private Counsel (USA) | 14 related issuer to RBC PC USA. It is expected that RBC, or an affiliate, has a controlling influence in the investment funds to which it provides seed capital from time to time. our Investment Advisors or Investment Counsellors will not consider the larger market of comparable third-party products or whether they would be better, worse or equal in meeting your investment needs and objectives. • An issuer is “connected” to us if, due to indebtedness or other relationships, a reasonable prospective purchaser of securities of the connected issuer might question our independence from the issuer. Recommending RBC proprietary products instead of third-party products, or securities of related or connected issuers instead of securities of independent issuers, may be perceived as being more in RBC’s interest than in yours. We will ensure that any dealings in securities or investment products of related or connected issuers in your account will comply with the investment objectives, guidelines, restrictions and other applicable provisions of your CAA and investment policy statement. Investment Advisors with RBC PC USA are also registered with another related registrant and provide services to clients of that registrant. These relationships are subject to legislative and regulatory restrictions on dealings between related registrants and/or individuals that are dually registered with registrants. These restrictions are intended to minimize the potential for conflicts of interest resulting from these relationships. RBC PC USA has also adopted internal policies and procedures that supplement these restrictions, including policies on privacy and confidentiality of information, broker allocation and fair allocation of investment opportunities. Information concerning related advisors can be found on Schedule D of Form ADV Part 1 for each of RBC PC USA’s registered advisory affiliates. To address this conflict, our Investment Counsellors and Investment Advisors are required to recommend products and services to you based on an understanding of your needs, and not to meet business targets, in accordance with the RBC Code of Conduct. We offer you access to a wide range of securities, both from issuers who are related or connected to us, and issuers who are not. We do not pay our Investment Counsellors or Investment Advisors more if they recommend RBC products. The relationships with related companies are subject to legislative and regulatory restrictions on dealings between related registrants and/or individuals that are dually registered with registrants. These restrictions are intended to minimize the potential for conflicts of interest resulting from these relationships. All RBC products in your account must comply with your investment objectives, guidelines and restrictions in accordance with your Client Account Agreement. 9.4 Related and connected issuers RBC PC USA has also adopted internal policies and procedures that supplement these restrictions, including policies on privacy and confidentiality of information, broker allocation and best execution. Recommending that you buy or sell securities or investment products in which we or a related person has some financial interest creates a conflict between our and our affiliates’ financial interest and your interest in buying or selling a particular security or investment product. We have a fiduciary obligation to put the interest of our clients ahead of our own and our affiliates’ interest, and have adopted policies and procedures that help identify and manage potential conflicts of interest arising from recommending and investing clients in related and connected issuers. We do not pay our Investment Counsellors or Investment Advisors more if they recommend securities that we, or our affiliates own, and we will always disclose when we are trading as principal with respect to any transaction. Sometimes we trade in or advise clients about securities and investment products (i.e. guaranteed investment certifications, high interest savings accounts) of issuers to which we or certain other parties related to us, is related or connected: 9.5 Trading in your account • The underwriting and investment banking activities of our Participating Affiliate, RBC DS, are operated on a separate and distinct basis from the discretionary investment business of RBC PC USA pursuant to Information Barriers and Privacy Policies adopted by the members of the RBC. An issuer of securities is “related” to us if, through the ownership of, or direction or control over voting securities, 9.3 RBC Proprietary Products • we control that issuer, • that issuer controls us, or • the same third party controls both the issuer and us. We, our affiliates, or a third party will act as your agent for buying, selling and generally dealing in securities for you. Securities transactions for your account will be effected using various broker- dealers, as determined by RBC PC USA from time to time, consistent with the duty to seek best execution for our clients. Purchases and sales of all securities for your account, except for certain fixed income securities, are executed by non-affiliated brokers. RBC is a reporting issuer under applicable securities laws and is a We may recommend or invest your portfolio in RBC proprietary products to you, such as guaranteed investment certificates. For RBC cashable guaranteed investment certificates, and RBC guaranteed investment certificates with a term of less than one year, the suitability determination conducted by  15 | Wrap fee brochure be filled through the inventory of our affiliate, RBC DS. be employed by, participate in, or accept compensation from any other person, outside the scope of their relationship with us, without our prior approval. Cross-trades of the same security held in a portfolio and/or by us are prohibited. 9.7 Personal trading 9.6 Code of Ethics Employees must conduct their personal trading responsibly and in such a manner that does not, (i) take advantage of material information about a listed issuer that has not been disclosed to the public or, (ii) place their own interests ahead of the interests of clients. We have adopted a Code of Ethics, which is comprised of the RBC Code of Conduct and policies pertaining to Personal Trading, Privacy, Gifts and Entertainment, Conflicts of Interest & Outside Activities and Insider Trading. Upon request, we will provide you with a copy of our Code of Ethics. To prevent potential conflicts of interest, we monitor and control personal trading by employees who have access to information about actual and proposed trades for client portfolios. Trade orders on behalf of clients will have priority in normal order flow and will rank ahead of any employee trading. However, an affiliated broker may end up on the other side of the transaction, as agent or principal, as a result of the automated systems of the Canadian marketplaces which match trades on an automated basis and neither we, nor our affiliates, have any knowledge or control over which orders are matched. Purchases and sales of fixed income may be made by our affiliate RBC DS acting as a principal (i.e. buy securities from you or sell securities to you for or from its own account), in which case RBC DS will charge you its customary institutional rate mark-up on the security. With respect to securities transactions affected through RBC DS acting as your agent, you authorize the aggregation of contemporaneous purchase or sell orders for the same securities with orders of other customers in accordance with applicable legal and regulatory guidelines. We mitigate this conflict by ensuring that we disclose when we act as principal on any transaction. We prohibit improper use of confidential information, or of any inside information not publicly disclosed, for personal gain or for the benefit of another person. 9.8 Account review procedures and client reporting 9.8.1 A+ Program and Access Program In connection with seeking to achieve best execution, our policy is that primary consideration will be given to obtaining the best possible results (including applicable costs) for clients and efficient execution of each transaction. Our Compliance Manual requires that in advising clients with respect to securities of parties related to us: (i) we will deal fairly, honestly and in good faith with our clients; (ii) we will maintain operational and decision- making autonomy; and (iii) investment decisions will be made on the basis of the business judgment of the responsible Investment Counsellor and Investment Advisors uninfluenced by considerations other than the best interests of clients. We may purchase securities of persons related to us for client accounts. Any such transactions will adhere to all applicable laws and regulations and our Compliance Manual. The Branch Managers together with Trade Surveillance review your accounts on a daily and periodic basis to assess know your client, trade suitability and risk profile. Receipt of gifts or entertainment from clients, third parties or other employees may be perceived as potentially influencing an Investment Counsellor’s or Advisor’s decisions or independence. Access Program The Investment Managers selected for your Access portfolio are responsible for the ongoing monitoring and rebalancing of individual securities held in each of your Access accounts. We allocate investment opportunities to clients based on factors such as whether or not they are suitable for a client’s stated investment objectives. This may be perceived as favouring one client or group over another when allocating limited opportunities. We have established policies and procedures to mitigate this perceived conflict. These policies ensure that the allocation of investment opportunities amongst accounts is fair and equitable for all clients based on their investment objectives. Principal trades and cross-trades Our employees may have approved outside activities for which they may receive compensation. This may include acting as a director externally or for an RBC subsidiary or affiliate. Participation in external activities could be viewed as potentially giving advisors access to material non-public information for use in their personal or professional financial dealings. We mitigate this risk through strict adherence to policies and procedures limiting gifts and entertainment to help maintain employee independence. Generally, we prohibit individuals registered with us to If your investment objectives and/or risk profile were to change materially, you must inform your Investment Advisor or Investment Counsellor, as applicable, and we will send you a revised investment policy statement to document these changes. If required, your Access portfolio will be rebalanced accordingly. Principal trades are prohibited except for Fixed Income in certain exceptional circumstances. For example, if purchasing new issue Guaranteed Investment Certificates, the order may  16 | Wrap fee brochure A+ Program 9.8.2 PIM Program You may have been referred to RBC PC USA by our affiliates, Royal Bank or RBC Royal Mutual Funds Inc. (“RMFI”), because of your need for investment management products or services. An employee of RBC and/or RMFI, specifically an Investment and Retirement Planner (“IRP”), Financial Planner (“FP”) or Private Banker may have referred you to RBC PC USA because of your need for services we can provide you. In the A+ Program, the RBC DS Overlay Portfolio Manager conducts quarterly reviews of your portfolio against your stated investment objectives, as set out in your investment policy statement. If your portfolio requires rebalancing with respect to allocation across selected Sub-Advisors/investment vehicles or individual securities as a result of a market drift or recommendation by one of your Sub-Advisors, the RBC DS Overlay Portfolio Manager will implement those changes accordingly. If you have been referred to us by an IRP, FP or Private Banker, RBC PC USA will pay RBC a referral fee of 25% of the actual first year revenue in connection with your account. If your investment objectives and/or risk profile were to change materially you must inform your Investment Advisor or Investment Counsellor, as applicable and we will send you a revised investment policy statement to document these changes. If required, your A+ portfolio will be rebalanced accordingly. Investment Counsellors are responsible for reviewing portfolios under their management on an ongoing basis. The Branch Manager supervising your Investment Counsellor, conducts various daily and monthly trade reviews to ensure investments made in your portfolio(s) are suitable. Portfolio Risk Advisors (“PRAs”) in the Portfolio Risk Group review portfolios and follow up with the Investment Counsellors to ensure any identified action items are addressed. In addition, the PRAs review, on a periodic basis, all portfolios against the investment policy statement and internal investment management guidelines. Variables considered in the review process: asset mix, income need, diversification, security quality and performance. In addition, from time to time, Branch Manager and other senior management may also be involved in the above-mentioned reviews of your portfolio. RBC and RMFI may share a portion of any referral fee that it receives from us with individual representatives of RBC and RMFI, including the individual who referred you to us. The payment of any referral fee will not increase the fees you pay to us for your RBC PC USA account. RBC or RMFI will disclose the existence of the referral arrangement with you at the time of the referral. To keep you fully apprised of how your portfolios are being managed, we provide a comprehensive portfolio and performance reporting package. Referral arrangements will be in compliance with Rule 206 (4)-1 under the Advisers Act. This Rule permits an investment adviser that is registered under the Advisers Act to pay “cash” fees, directly or indirectly, to a “solicitor” with respect to “solicitation activities”. 9.10 Financial information We will provide you with a quarterly written statement that will list at a minimum, the market value of your investments, performance and asset mix of your portfolio. We will also provide you with an account based performance report and a charges and compensation report annually. In addition, your custodian, RBC DS, will provide you with a custodial statement at least quarterly and monthly if there has been activity in your portfolio and it will list your holdings, the market value of your investments as at the end of the period and transaction activity in your portfolio during the period. If you have retained a custodian other than RBC DS, your chosen custodian must provide you with separate reporting, on a quarterly basis, at a minimum. We are not required to include a balance sheet in this brochure because we do not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. We will provide you with a quarterly written statement that will list at a minimum, the market value of your investments, performance and asset mix of your portfolio. We will also provide you with an account based performance report and a charges and compensation report, annually. In addition, your custodian, RBC DS, will provide you with a custodial statement at least quarterly and monthly if there has been activity in your portfolio and it will list your holdings, the market value of your investments as at the end of the period and transaction activity in your portfolio during the period. 9.9 Client referrals and other compensation We do not have any financial conditions that are reasonably likely to impair our ability to meet our contractual commitments to clients. In addition we have not been the subject of a bankruptcy proceeding during the past 10 years. Upon request, clients will be provided with individual Investment Manager or Sub-Advisor results, as applicable, reported separately in the currency of the model portfolio provided by that Investment Manager or Sub-Advisor. This section provides information on the arrangements if we engage in arrangements to receive economic benefits from non-clients for providing investment advice or other advisories to our clients or to compensate any person who is not our supervised person for client referrals.  If you have any questions about the information contained in this brochure, or any other questions about your account, your Investment Counsellor/ Investment Advisor would be pleased to assist you. RBC Private Counsel (USA) Inc., RBC Dominion Securities Inc.*, RBC Dominion Securities Global Limited and Royal Bank of Canada are separate legal entities that are affiliated. RBC Private Counsel (USA) Inc., RBC Dominion Securities Global Limited and RBC Dominion Securities Inc. are member companies of RBC Wealth Management, a business segment of Royal Bank of Canada. *Member-Canadian Investor Protection Fund. ® / ™ Trademark(s) of Royal Bank of Canada. (01/2026) Used under license. © 2026. All rights reserved. 26_5498_002 

WMC_NRG_B_Bleed_CoolWhite RBC Private Counsel (USA) Inc. Wrap fee brochure Advisor Program January 23, 2026 RBC Private Counsel (USA) Inc. 155 Wellington Street West, 17th Floor Toronto, ON, M5V 3K7 CANADA 416-955-2214 This brochure provides information about the qualifications and business practices of RBC Private Counsel (USA) Inc. If you have any questions about the contents of this brochure, please contact us at 416-955-2214. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. RBC Private Counsel (USA) Inc. is an SEC registered investment adviser. Registration of an Investment Adviser does not imply any level of skill or training. Additional information about RBC Private Counsel (USA) Inc. is available on the SEC’s website at www.adviserinfo.sec.gov.  1 | Wrap fee brochure Item 2 – Material changes This Wrap Fee Brochure (the “Brochure”) has been prepared in accordance with regulatory requirements. The following are material changes to the Brochure since the last update on January 23, 2025. 9.5 Trading in your account. We have added wording to this section to describe how we allocate investment opportunities to clients. We note that we mitigate any perceived conflict of interest with respect to fair allocation by ensure all investment opportunities align with your investment objectives. Advisors and Investment Counsellors to clarify that Investment Advisors and Counsellors are compensated based on client account balances and revenue generation in the Advisor Program. We have also provided a clear description of the way we mitigate any perceived conflicts of interest with respect to the way we provide compensation. Item 9 – Additional Information- Advisor Program, Item 4.4 – Fees – Updated to explain that effective July 1, 2026 your advisor account fee will be calculated daily by us based on the market value of the assets in your Advisor account rather than based on the market value of your Advisor account as of the last business day of the month. 9.6 Code of ethics. We have added wording to describe our policies related to the receipt of gifts and entertainment from clients. We also note that we mitigate any perceived conflicts of interest with respect to the receipt of gifts and entertainment through strict adherence to policies and procedures limiting such activities. 9.3 Proprietary products. We have added clarifying wording to note that we address any perceived conflicts of interest in offering proprietary products by offering a wide range of both proprietary and non-proprietary investment opportunities and ensuring all products in your account comply with your investment objectives. Spread on interest and foreign currency transactions: We have clarified that RBC Dominion Securities Inc., as custodian, may earn interest or revenue on any cash balances in your account and may earn spread on any foreign currency transactions. In addition, we have provided a link to our interest and spread rate disclosures. RBC PC USA will provide you with a copy of the new Brochure without charge, upon request to your Investment Counsellor or Investment Advisor, as applicable. This Brochure is also available on the SEC’s website, www.adviserinfo.sec.gov. 9.4 Related and connected issuers. We have amended this section to note that we do not pay our Investment Advisors or Investment Counsellors more if they recommend securities owned by related or connected issuers. Item 4.5 – Compensation – We have amended the description of the way we compensate our Investment Item 3 – Table of contents Item 1 – Cover page Item 2 – Material changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 Item 3 – Table of contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 Item 4 – Services, fees and compensation . . . . . . . . . . . . . . . . . 2 Item 5 – Account requirements and types of clients . . . . . . . . 4 Item 6 – Portfolio manager selection and evaluation . . . . . . . 4 Item 7 – Client information provided to portfolio managers . . .6 Item 8 – Client contact with portfolio managers . . . . . . . . . . . . 6 Item 9 – Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . 7  RBC Private Counsel (USA) | 2 Item 4 – Services, fees and compensation This section provides a general description of our firm, services provided under the Advisor Program and fee charged. It also provides information on how we are compensated for our advisory services. retail clients in Canada. 4.1 General description and ownership RBC DS Global is a Bahamas corporation that is registered pursuant to the Bahamas Securities Industry Act 2011 and Securities Industry Regulations 2012 as dealing in securities as principal and agent, arranging deals, managing securities and advising on securities.RBC DS Global is licensed as a full securities investment business to provide broker dealer, securities manager and securities advisor business, pursuant to the Securities Investment Business Law (2011 Revision) of the Cayman Islands. RBC Private Counsel (USA) Inc. (“RBC PC USA”) is a wholly-owned direct subsidiary of Royal Bank Holding Inc., which is a wholly-owned subsidiary of the Royal Bank of Canada (“RBC”), and is a member of the RBC group of companies. RBC is an internationally diversified organization with operations in many areas of the financial services industry and is a publicly held company (symbol: RY on TSX, NYSE and SWX). RBC PC USA was established in 1998 to provide discretionary investment management and supervisory services to U.S. residents and is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”). RBC DS Global is also registered in Barbados as a securities company and investment advisor pursuant to the Financial Services Commission Act, The Securities Act and Securities Regulations of Barbados. 4.2 Use of participating affiliates Although RBC DS and RBC DS Global are not registered as investment advisers in the U.S, in reliance on a no-action letter issued to RBC by the SEC in addition to other guidance provided by the SEC, we make use of their services and other management capabilities, including personnel, of each of RBC DS, RBC DS Global Cayman location and RBC DS Global Bahamas location. open accounts in the Advisor Program, A+ Program and the Access Manager Selection Program. However, only Investment Counsellors are permitted to recommend and open accounts in our Private Investment Management Program. Investment Advisors or Investment Counsellors provide investment advice to our clients and meet and communicate with our clients on a regular basis. Investment Advisors and Investment Counsellors may offer different fees to different clients, based on their overall AUM, family members with accounts at RBC PC USA and other unique circumstances; in all instances Investment Advisors and Investment Counsellors are required to consider certain factors in determining the fee, specifically AUM, products held and/or services provided. An approval process exists for requests to charge clients outside of the range. RBC PC USA does not incentivize Investment Advisors or Investment Counsellors to recommend a particular program to clients, nor does it provide incentives based on the underlying investments held in client accounts. For more information about the A+ Program, Access Manager Program and Private Investment Manager Program please refer to https://ca.rbcwealthmanagement.com/ documents/10180/0/wrap-brochure- pcusa-pim.pdf. In order to provide investment advisory services to you, we have entered into service arrangements with our Canadian affiliate RBC Dominion Securities Inc., (“RBC DS”) and our affiliate, RBC Dominion Securities Global Limited only in the Cayman Islands and the Bahamas (“RBC DS Global”) (each a “Participating Affiliate”) that allow us to utilize its facilities, services and other investment management capabilities, including personnel such as Investment Advisors, in rendering advice to our clients. 4.3 Services RBC DS is a Canadian corporation that is registered as an investment dealer with the securities authorities in each of the provinces and territories in Canada and is a member of the Canadian Investment Regulatory Organization. In addition to providing investment dealer services, RBC DS provides discretionary and non- discretionary investment management and supervisory services to An RBC PC USA Investment Adviser Representative uses the title of Investment Advisor or Investment Counsellor and has completed certain proficiency requirements recognized in the investment industry in Canada and where applicable, internationally. In particular, Investment Counsellors hold the Chartered Financial Analyst (CFA) designation or Canadian Investment Management (CIM) designation, in combination with one or more professional degrees. Investment Advisors and Investment Counsellor can In the Advisor Program an Investment Advisor/ Investment Counsellor reviews your current personal and financial circumstances, investment knowledge, investment objectives and time horizon, risk profile (collectively, Know Your Client information), to make portfolio recommendations and assess suitability in relation to each transaction and your portfolio. We do not make investment  3 | Wrap fee brochure factors, including market terms and conditions as well as the amount, date and type of foreign currency transaction. rates are disclosed on your client account statement and available on our website. of the Client Account Agreements. In some cases, the advisor account fees are negotiable based on factors such as account size and types of securities purchased. decisions on your behalf and you may accept or reject our advice. If you accept our advice, you will instruct your Investment Advisor or Investment Counsellor to arrange to execute the transaction. Depending on the size of a client’s account, the frequency of trading and type of securities purchased, the fee may cost a client more or less than the cost of purchasing such securities and services separately. In performing foreign currency transactions, RBC DS acts as agent or principal. Foreign currency transactions are carried out before or on the day of settlement of your Foreign Trade. A different day may be used for foreign exchange transactions related to a) mutual fund transactions b) transactions that you and RBC PC USA agree on to be effected by RBC DS; and c) to effect other transactions such as trading corrections. The process of building a portfolio begins with the Investment Advisor/ Investment Counsellor assessing a client’s investment objectives, risk profile, financial goals and considering Know Your Client Information. The Investment Advisor/Investment Counsellor then recommends investments to the client for his/her approval. The client may also call their Investment Advisor or Investment Counsellor to request a trade in their portfolio at his/her own discretion, and the Investment Advisor or Investment Counsellor will arrange to execute the transaction. No U.S. mutual funds may be purchased or sold within the Advisor Program. In addition to the fee calculated as a percentage of your assets under administration RBC PC USA and/or our related companies and affiliates may earn revenues in other ways. For example: revenue that our affiliate and your custodian, RBC DS, earns on uninvested cash over the amount of interest paid to you on such balances, transaction spreads (for example, foreign exchange and bonds), new issue commissions, and trailer fees. 4.4 Fees We mitigate any conflict with respect to earning interest or spread by ensuring that any interest rates or foreign currency spread rates are disclosed to you on your account statement(s) and available on our website: www.rbcwealthmanagement .com/en-ca/dominion-securities/cash- and-margin-rates. Early Termination Fee In addition, certain other charges unrelated to the advisory and brokerage services, including fees and expenses relating to the operation of the account such as administrative fees, may apply. As consideration for rendering non- discretionary investment management services, we receive a fee, payable monthly or quarterly, in arrears, based on a percentage of the client assets under administration. Your fee will be calculated based on the market value of your account as of the last business day of the month. Effective July 1, 2026 your advisor account fee will be calculated daily by us based on the market value of the assets in your Advisor account. Due to the significant time and effort involved in initially setting up a portfolio for a client, we may charge an early termination fee if the client terminates its investment advisory relationship with us within twelve months of opening an account. The early termination fee may equal an amount up to the aggregate fee that would have otherwise been paid to us with respect to such account during the first twelve months of the relationship, less the amount of any fees already paid by the client. Spread on interest and foreign currency transactions For investment funds that may be transferred into your account, there may be ongoing fees applicable at the investment level that will reduce the value of such investment, particularly the management expense ratio and trailing commissions. If you held non-trailing paying series of such transferred in investments outside of RBC PC USA, you would not be subject to investment management fee. Fees are calculated and paid in either Canadian and/or U.S. dollars at no more than 2.75% per annum rate, subject to specific arrangements made with the client. 4.5 Compensation The fee paid by a client includes our advisor account fee, RBC DS custodial fees (if applicable), and the cost of securities transactions where we, or our affiliates, act as your agent for buying, selling or generally dealing in securities for you, using various broker-dealers. Our Investment Advisors/Investment Counsellors who recommended the Advisor Program to you and provide ongoing investment advice in respect of your account receive compensation as a result of your participation in the Advisor Program. We compensate and recognize our Investment Advisors/Investment Counsellors who recommend the Advisor Program to you based on client account balances and revenue generation in the In addition to the above fees, certain other charges unrelated to the advisory and brokerage services, including fees and expenses relating to the operation of the account such as administrative fees, may apply, in accordance with the terms RBC DS, as custodian may earn interest or revenue on the cash balances in your account and may retain excess amounts that we earn over the amount of interest we pay to you, if any. Interest rates are adjusted from time to time depending on various factors, including but not limited to, market analysis, Bank of Canada and other bellwether rates, and/or cash rates. In addition, RBC DS, as custodian, may earn spread-based revenue (“spread”) when there are foreign currency transactions in your account. Foreign currency transaction spread rates are calculated with reference to a number of  RBC Private Counsel (USA) | 4 not solely based on revenue generation, but other factors such as risk management practices and adherence to regulatory compliance rules. Program. This may be perceived as incentivizing an Investment Advisor/ Investment Counsellor to seek more client business in this Program rather than recommend other PC USA programs (such as PIM, or programs offered by affiliates and for which Investment Advisor and Investment Counsellors, as applicable, will not receive compensation) and recommend certain products to receive more compensation and recognition. If you choose to participate in one of our other RBC PC USA programs, it is possible that you will no longer deal with your current Investment Advisor/ Investment Counsellor and instead may be serviced by another Investment Advisor/ Investment Counsellor. As a result, the Investment Advisor/ Investment Counsellor may have a financial incentive to recommend the Advisor Program over our other RBC PC USA programs, to you. 4.6 Regulatory Transaction Fee US Securities and Exchange Commission (SEC) assessments charged to RBC PC USA pursuant to Section 31 of the Securities Exchange Act of 1934. The fee is charged on certain sale transactions on US exchanges, including the sale of a stock, call or put option, exercise of a call or put option or the assignment of a short call or short put option. The fee charged to you is based on the rate set by the SEC, rounded up to the next whole penny. The amount collected may exceed the amount assessed by the SEC, and RBC PC USA retains the difference up to the next whole penny. This fee is subject to change. The current rate can be found on the SEC website at sec.gov, or can be obtained from your Investment Counsellor/Associate Investment Counsellor or Investment Advisor. You will be charged a fee for certain transactions to reimburse RBC PC USA for We mitigate this conflict by reviewing the appropriateness of recommendations at account opening and on an ongoing basis and we require all Investment Advisors and Investment Counsellors to meet standards of business and personal conduct, integrity and professionalism, including adherence to the RBC Code of Conduct. In addition, our compensation is Item 5 – Account requirements and types of clients This section provides a description of requirements in order to open an account and the types of clients to whom we typically provide investment advice. The Advisor Program is offered on a limited basis only. Generally, the minimum account size to open an Advisor account is U.S. $50,000, but could be lower, subject to total investments with PC USA. Our clients are typically individuals, their families and personal holding companies, and trusts. Item 6 – Portfolio manager selection and evaluation This section provides certain information about Advisor Program and a description of some of the risks of which you should be aware and of our proxy voting practices. replacement of one or more securities held in the client’s portfolio. 6.1 Advisory services, constructing your portfolio The Advisor Program is a non- discretionary advisory program where the client retains authority to make investment decisions. We do not review, select or recommend portfolio managers. As outlined in the beginning of the Brochure, in the Advisor Program, a However, on occasion, we may provide information to the client regarding client’s portfolio is administered on a non-discretionary advisory basis by one of our Investment Advisors/ Investment Counsellors, who are responsible for recommending transactions in the client’s accounts and arranging for execution of the transaction based on the client’s instruction. All transactions  5 | Wrap fee brochure • must be approved by the client prior to being executed. Sector/Industry Risk – This encompasses risks associated with a particular sector or industry (e.g. technology). 6.2 Methods of analysis and Investment Strategies • that were not anticipated. While a change in the broader market is based on the underlying securities, not all individual securities are affected in the same way or to the same degree. Unexpected volatility or illiquidity could impair profitability or result in losses. • In making recommendations to a client, an Investment Advisor/Investment Counsellor may use charting, fundamental, technical or cyclical methods of analysis and portfolio guidance. Strategies include long-term and short-term purchases and may also involve active trading (i.e., securities bought and sold within 30 days). Equity Securities Risk – Equity securities are affected by stock market movements. In addition, equity securities of certain companies, or companies within a particular industry sector, may fluctuate differently than the overall stock market because of changes in the outlook for those individual companies or the particular industry. • 6.3 Performance based fees and side by side management We do not accept performance-based fees, that is, fees based on a share of capital gains on or capital appreciation of the assets of a client account. 6.4 Risk of loss Interest Rate Risk – This is the risk that a change in interest rates will impact the returns on interest rate-sensitive investments, such as bonds and mortgage-related securities and debt. Generally, rising interest rates result in a decline in asset prices. The values of applicable investments may change in response to movements in interest rates. If interest rates rise, the values of debt securities will generally fall and vice versa. In general, the longer the average maturity or duration of an investment portfolio, the greater the sensitivity to changes in interest rates. • Liquidity Risk – Investing in less liquid securities may result in the difficulty or even inability to sell in a timely manner, as well as potentially a negative impact on price received, if you need the money in the short term. For example, legal restrictions, the nature of the investment itself, settlement terms, or a shortage of buyers. Generally, investments with lower liquidity tend to have more dramatic price changes and may subject the investor to losses or additional costs. Political/Geographic Risk – This is the risk that policies or instability in a region or nation will impact performance. There are a number of sources of risk to which a typical portfolio may be exposed. These risks could result in unexpected losses of capital, reduce the generation of income, or decrease the probability of you achieving your goals. • • By investing in securities you should be prepared to bear the risk of losses. Regulatory Risk – Securities regulators can impose limitations on trading activity, which may prevent a profit or increase losses to your portfolio. • Purchasing Power or Inflation Risk – This is the risk that investments will return less than the rate of inflation and therefore your portfolio will not maintain its purchasing power. • Concentration Risk – A high concentration of assets in a single or small number of issuers reduces diversification and liquidity within a portfolio and may increase its volatility. • Currency/Foreign Exchange Risk – This risk exists for any investment made in an international market where payments or principal are exposed to another currency. In addition, the value of securities denominated in a foreign currency will be affected by changes in foreign currency rates or the imposition of foreign exchange controls. • Some risks may be mitigated through diversification: constructing your portfolio so there is not a significant exposure to any single investment or group of investments that may be impacted in a similar manner as a result of a particular risk event. For some of the risks outlined below, there may be additional techniques that can be employed to further mitigate risk. There is no guarantee of performance for any investment strategy implemented. Past performance with respect to other accounts does not predict your account’s future performance. The following is an overview and description of some of the risks of which you should be aware: Cyber Security Risk – Investment advisers have become potentially more susceptible to operational risks through breaches in cyber security with the increased prevalence in the use of technology for business purposes. A breach in cyber security refers to both intentional and unintentional events that may cause us and/or the portfolios to lose proprietary information or other information subject to privacy laws, suffer data corruption, or lose operational capacity. Cyber security breaches may involve unauthorized access to our digital information Credit or Company Specific Risk – This encompasses risks generally associated with individual companies, the possibility that issuers of securities may encounter significant challenges and/or default on the payment of interest or principal on the securities when due, which would cause a portfolio to incur losses. • Market Risk – This is the risk that a change in the economy and the market as a whole will affect the price of individual securities in ways  RBC Private Counsel (USA) | 6 systems (e.g. through “hacking” or malicious software coding), but may also result from outside attacks such as denial-of-service attacks (i.e. efforts to make network services unavailable to intended users. money could result in far greater losses than an investment strategy that does not use borrowed money. There may also be tax consequences to you if assets in your account must be sold in order to meet any obligations to repay the borrowed money or any interest owing. • 6.6 Voting client securities your specific portfolio or personal circumstances, either of which may give rise to additional risks not set out above. Your risk profile is considered along with your investment objectives and time horizon when constructing your portfolio. Please consult your Investment Advisor/ Investment Counsellor for more information. 6.5 Borrowing to invest We do not have voting discretion or control, for the purposes of applicable securities laws, in respect of the securities held in your Advisor Account. Accordingly, you are responsible for compliance with all securities regulatory requirements, including filings, relating to insider reporting and insider trading prohibitions. External risks beyond our control – The risk that external events beyond our control will result various unintended circumstances such as a market environment that was not anticipated which could result in losses and/or volatility to a portfolio. Such events include acts of God, pandemics, government restrictions, stock exchange or market rulings, suspension of trading, unusual market activity, wars, strikes, or interruptions of communications, internet or data processing services. Where economically feasible, we will file applicable class action settlement claims on behalf of your existing accounts. The discussion above is general in nature and is not intended to apply in respect of You should note the specific risks inherent in borrowing money to invest. Using borrowed money to finance the investments to be made in your account involves greater risk than investments using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same, even if the value of the securities purchased declines. An investment strategy that uses borrowed Item 7 – Client information provided to portfolio managers This section is not applicable to clients in the Advisor Program. The Advisor Program does not use portfolio managers. The Advisor Program is a non-discretionary advisory program where you retain the authority to make investment decisions; we do not review, select or recommend portfolio managers. Item 8 – Client contact with portfolio managers This section is not applicable to clients in the Advisor Program. The Advisor Program does not use portfolio managers. The Advisor Program is a non-discretionary advisory program where you retain the authority to make investment decisions; we do not review, select or recommend portfolio managers.  7 | Wrap fee brochure Item 9 – Additional information This section discloses additional information that is material to your evaluation of our advisory business or the integrity of our services to you. • 9.1 Disciplinary information RBC Phillips, Hager & North Investment Counsel Inc. (“RBC PH&N IC”) referral or other services in connection with its ongoing business. For instance, RBC DS is the custodian for your account. • Registered investment advisers are required to disclose legal or disciplinary events that would be material to your evaluation of our advisory business or the integrity of our services to you. Entities registered under applicable U.K. securities legislation: BlueBay Asset Management LLP. and RBC Global Asset Management (UK) Limited. • RBC PC USA and our management personnel have no reportable disciplinary event to disclose. 9.2 Other financial industry activities and affiliations Entity registered under applicable Australian and Cayman Islands securities legislations: RBC Capital Markets, LLC. • Entity registered under applicable Cayman Islands, Bahamian and Barbadian securities legislation: RBC Dominion Securities Global Limited. RBC PC USA sponsors other wrap fee programs. For more information, contact your Investment Advisor/ Investment Counsellor to request copy of the other wrap fee brochure. • Entity registered under applicable Guernsey and Jersey securities legislation: Royal Bank of Canada (Channel Islands) Limited. As indicated under Item 4, RBC PC USA is an indirect wholly owned subsidiary of RBC. In addition to RBC PC USA, the following companies are affiliates of RBC: Entities registered under applicable U.S. securities legislation: Further, certain directors and officers of RBC PC USA are also directors and officers of one or more of the registrants listed above. Investment Counsellors and Investment Advisors with RBC PC USA are also registered with another related registrant and provide services to clients of that registrant. These relationships are subject to legislative and regulatory restrictions on dealings between related registrants and/or individuals that are dually registered with registrants. These restrictions are intended to minimize the potential for conflicts of interest resulting from these relationships. RBC PC USA has also adopted internal policies and procedures that supplement these restrictions, including policies on privacy and confidentiality of information, broker allocation and fair allocation of investment opportunities. Information concerning related advisors can be found on Schedule D of Form ADV Part 1 for each of RBC PC USA’s registered advisory affiliates. • Bluebay Asset Management LLP In addition, RBC PC USA is an affiliate of The Royal Trust Company, Royal Trust Corporation of Canada and RBC Wealth Management Financial Services Inc., which are wholly owned subsidiaries of RBC. • RBC Capital Markets, LLC Material Relationships and Arrangements with Related Persons • RBC Global Asset Management (U.S.) Inc. • RBC Global Asset Management (UK) Limited Entities registered under applicable Canadian securities legislation: • Bluebay Asset Management LLP • Phillips, Hager & North Investment Funds Ltd. • RBC Dominion Securities Inc. • RBC Global Asset Management Inc. (“RBC GAM”) RBC PC USA obtains trade execution, product selection, and other services for your account from affiliated portfolio managers, RBC GAM, and affiliated dealers, RBC DS and RBC DS Global. In providing such services, these affiliates are contractually and ethically bound to carry out their duties honestly and in good faith, and in the best interests of clients. They are also bound to exercise the degree of care, diligence and skill that a reasonably prudent person or portfolio manager, as applicable, would exercise in comparable circumstances. RBC PC USA obtains from RBC and its subsidiaries, management, administrative, back office, The relationships with related companies are subject to legislative and regulatory restrictions on dealings between related registrants and/or individuals that are dually registered with registrants. These restrictions are intended to minimize the potential for conflicts of interest resulting from these relationships. RBC PC USA has also adopted internal policies and procedures that supplement these restrictions, including policies on privacy and confidentiality of information, broker allocation and best execution. The underwriting and investment banking activities of our Participating Affiliate, RBC DS, are operated on a separate and distinct basis from the business of RBC PC USA pursuant to Information Barriers and Privacy Policies adopted by the members of the RBC.  RBC Private Counsel (USA) | 8 9.3 RBC Proprietary Products RBC PC USA. It is expected that RBC or an affiliate has a controlling influence in the investment funds to which it provides seed capital from time to time. An issuer is “connected” to us if, due to indebtedness or other relationships, a reasonable prospective purchaser of securities of the connected issuer might question our independence from the issuer. We may recommend RBC proprietary products to you, such as guaranteed investment certificates. For RBC cashable guaranteed investment certificates, and RBC guaranteed investment certificates with a term of less than one year, the suitability determination conducted by our Investment Advisors or Investment Counsellors will not consider the larger market of comparable third-party products or whether they would be better, worse or equal in meeting your investment needs and objectives. We will ensure that any dealings in securities or investment products of related or connected issuers in your account will comply with the investment objectives, guidelines, restrictions and other applicable provisions of your Client Account Agreements and investment policy statement. Recommending RBC proprietary products instead of third-party products, or securities of related or connected issuers instead of securities of independent issuers, may be perceived as being more in RBC’s interest than in yours. income securities, are executed by non-affiliated brokers. However, an affiliated broker may end up on the other side of the transaction, as agent or principal, as a result of the automated systems of the Canadian marketplaces which match trades on an automated basis and neither we, nor our affiliates, have any knowledge or control over which orders are matched. Purchases and sales of fixed income may be made by our affiliate RBC DS acting as a principal (i.e. buy securities from you or sell securities to you for or from its own account), in which case RBC DS will charge you its customary institutional rate mark-up on the security. With respect to securities transactions effected through RBC DS acting as your agent, you authorize the aggregation of contemporaneous purchase or sell orders for the same securities with orders of other customers in accordance with applicable legal and regulatory guidelines. In connection with seeking to achieve best execution, our policy is that primary consideration will be given to obtaining the best possible results (including applicable costs) for clients and efficient execution of each transaction. To address this conflict, our Investment Counsellors and Investment Advisors are required to recommend products and services to you based on an understanding of your needs, and not to meet business targets, in accordance with the RBC Code of Conduct. We offer you access to a wide range of securities, both from issuers who are related or connected to us, and issuers who are not. We do not pay out Investment Counsellors or Investment Advisors more if they recommend RBC products. 9.4 Related and Connected Issuers Recommending that you buy or sell securities or investment products in which we or a related person has some financial interest create a conflict between our and our affiliates’ financial interest and your interest in buying or selling a particular security or investment product. We have an obligation to put the interest of our clients ahead of our own and our affiliates’ interest, and have adopted policies and procedures that help identify and manage potential conflicts of interest arising from recommending and investing clients in related and connected issuers. We do not pay our Investment Counsellors or Investment Advisors more if they recommend securities that we, or our affiliates own, and we will always disclose when we are trading as principal with respect to any transaction. 9.5 Trading in your account Sometimes we trade in or advise clients about securities and investment products (i.e. guaranteed investment certifications, high interest savings accounts) of issuers to which we or certain other parties related to us, is related or connected: We allocate investment opportunities to clients based on factors such as whether or not they are suitable for a client’s stated investment objectives. This may be perceived as favouring one client or group over another when allocating limited opportunities. We have established policies and procedures to mitigate this perceived conflict. These policies ensure that the allocation of investment opportunities amongst accounts is fair and equitable for all clients based on their investment objectives. • 9.5.1 Principal trades and cross- trades An issuer of securities is “related” to us if, through the ownership of, or direction or control over voting securities, • we control that issuer, • that issuer controls us, or • Investment Advisors or Investment Counsellors will, based on your instructions, arrange for execution of the transactions in your account through our affiliates who will act as your agent for buying, selling and generally dealing in securities for you. Securities transactions for your account will be effected using various broker-dealers, as determined by RBC PC USA from time to time, consistent with the duty to seek best execution for our clients. Principal trades are prohibited for Fixed Income outside of exceptional circumstances. For example, if purchasing new issue Guaranteed Investment Certificates, the order may be filled through the inventory of our affiliate, RBC DS. the same third party may control both the issuer and us. Purchases and sales of all securities for your account, except for certain fixed Cross-trades of the same security held in a portfolio and/or by us are prohibited. RBC is a reporting issuer under applicable securities laws and is a related issuer to  9 | Wrap fee brochure 9.6 Code of ethics that has not been disclosed to the public or, (ii) place their own interests ahead of the interests of clients. arrangements to receive economic benefits from non-clients for providing investment advice or other advisories to our clients or to compensate any person who is not our supervised person for client referrals. We have adopted a Code of Ethics, which is comprised of the RBC Code of Conduct and policies pertaining to Personal Trading, Privacy, Gifts and Entertainment, Conflicts of Interest & Outside Activities and Insider Trading. Upon request, we will provide you with a copy of our Code of Ethics. To prevent potential conflicts of interest, we monitor and control personal trading by employees who have access to information about actual and proposed trades for client portfolios. Trade orders on behalf of clients will have priority in normal order flow and will rank ahead of any employee trading. We prohibit improper use of confidential information, or of any inside information not publicly disclosed, for personal gain or for the benefit of another person. You may have been referred to RBC PC USA by our affiliates, Royal Bank or RBC Royal Mutual Funds Inc. (“RMFI”), because of your need for investment management products or services. An employee of RBC and/or RMFI, specifically an Investment and Retirement Planner (“IRP”), Financial Planner (“FP”) or Private Banker may have referred you to RBC PC USA because of your need for services we can provide you. 9.8 Account review procedures and client reporting If you have been referred to us by an IRP, FP or Private Banker, RBC PC USA will pay RBC a referral fee of 25% of the actual first year revenue in connection with your account. Our Compliance Manual requires that in advising clients with respect to securities of parties related to us: (i) we will deal fairly, honestly and in good faith with our clients; (ii) we will maintain operational and decision- making autonomy; and (iii) investment decisions will be made on the basis of the business judgment of the responsible Investment Counsellors and Investment Advisors uninfluenced by considerations other than the interests of clients. We may purchase securities of persons related to us for client accounts. Any such transactions will adhere to all applicable laws and regulations and our Compliance Manual. RBC and RMFI may share a portion of any referral fee that it receives from us with individual representatives of RBC and RMFI, including the individual who referred you to us. The payment of any referral fee will not increase the fees you pay to us for your RBC PC USA account. Investment Advisors/Investment Counsellors are responsible for reviewing portfolios under their administration on an ongoing basis. The Branch Manager supervising your Investment Advisor/ Investment Counsellor, conducts various daily and monthly trade reviews to ensure investments made in your portfolio(s) are suitable. In addition, from time to time, Branch Managers and other senior management may also be involved in the above mentioned reviews of your portfolio. RBC or RMFI will disclose the existence of the referral arrangement with you at the time of the referral. Referral arrangements will be in compliance with Rule 206(4)-1 under the Advisers Act. This Rule permits an investment adviser that is registered under the Advisers Act to pay “cash” fees, directly or indirectly, to a “solicitor” with respect to “solicitation activities”. 9.10 Financial information We are not required to include a balance sheet in this Brochure because we do not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. Receipt of gifts or entertainment from clients, third parties or other employees may be perceived as potentially influencing an Investment Counsellor’s or Advisor’s decisions or independence. Our employees may have approved outside activities for which they may receive compensation. This may include acting as a director externally or for an RBC subsidiary or affiliate. Participation in external activities could be viewed as potentially giving advisors access to material non-public information for use in their personal or professional financial dealings. We mitigate this risk through strict adherence to policies and procedures limiting gifts and entertainment to help maintain employee independence. Generally, we prohibit individuals registered with us to be employed by, participate in, or accept compensation from any other person, outside the scope of their relationship with us, without our prior approval. We will provide you with a quarterly written statement that will list at a minimum, the market value of your investments, performance and asset mix of your portfolio. We will also provide you with an account based performance report and a charges and compensation report annually. In addition, your custodian, RBC DS, will provide you with a custodial statement at least quarterly and monthly if there has been activity in your portfolio and it will list your holdings, the market value of your investments as at the end of the period and transaction activity in your portfolio during the period. If you have retained a custodian other than RBC DS, your chosen custodian must provide you with separate reporting, on a quarterly basis, at a minimum. 9.7 Personal trading 9.9 Client referrals and other compensation We do not have any financial conditions that are reasonably likely to impair our ability to meet our contractual commitments to clients. In addition we have not been the subject of a bankruptcy proceeding during the past 10 years. Employees must conduct their personal trading responsibly and in such a manner that does not, (i) take advantage of material information about a listed issuer This section provides information on the arrangements if we engage in  If you have any questions about the information contained in this brochure, or any other questions about your account, your Investment Advisor/Investment Counsellor would be pleased to assist you. RBC Private Counsel (USA) Inc., RBC Dominion Securities Inc.*, RBC Dominion Securities Global Limited and Royal Bank of Canada are separate legal entities that are affiliated. RBC Private Counsel (USA) Inc., RBC Dominion Securities Inc. and RBC Dominion Securities Global Limited are member companies of RBC Wealth Management, a business segment of Royal Bank of Canada. *Member-Canadian Investor Protection Fund. ® Registered trademark of Royal Bank of Canada. Used under license. © 2026. All rights reserved. 26_5498_001 (01/2026) 

WMC_NRG_B_Bleed_CoolWhite RBC Private Counsel (USA) Inc. Client brochure Individually Managed Accounts January 23, 2026 RBC Private Counsel (USA) Inc. 155 Wellington Street West, 17th Floor Toronto, ON, M5V 3K7 CANADA 416-956-9606 This brochure provides information about the qualifications and business practices of RBC Private Counsel (USA) Inc. If you have any questions about the contents of this brochure, please contact us at 416-956-9606. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. RBC Private Counsel (USA) Inc. is an SEC registered investment adviser. Registration of an Investment Adviser does not imply any level of skill or training. Additional information about RBC Private Counsel (USA) Inc. is available on the SEC’s website at www.adviserinfo.sec.gov.  1 | Client brochure Item 2 – Material changes vote on matters on your behalf relating to the securities and/or the issuers of the securities held in your account. This Client Brochure (“Brochure”) has been prepared in accordance with regulatory requirements. Material changes to the Brochure since the last annual update made on January 23, 2025 are as follows: RBC PC USA will provide you with a copy of the new Brochure without charge, upon request to your Investment Counsellor. This Brochure is also available on the SEC’s website, www.adviserinfo.sec.gov. or entertainment from clients, third parties or other employees and with outside activities of our employees for which they may receive compensation. We also updated this item to clarify that we do not pay our Investment Counsellors more if they recommend RBC products and that we offer a wide range of securities, both from issuers who are related or connected to us, and issuers who are not. Item 5 – Fees and compensation – updated to clarify that we and/or our affiliates, including Royal Trust, may earn interest on the cash balances in your account and may retain excess amounts that we earn over the amount of interest we pay to you, if any. This item was also updated to clarify how we address conflicts of interest associated with the compensation of Investment Counsellors. Item 12 – Brokerage practices – updated to clarify how we address conflicts of interest associated with RBC GAM selecting brokers and/or marketplaces to execute trades for RBC PC USA clients and with the aggregation and allocation of orders. Item 11 – Code of ethics, participation or Interest in client transactions and personal trading – updated item to clarify how we address conflicts of interest associated with receipt of gifts Item 17 – Voting client securities – updated item to clarify that unless we are otherwise instructed by you in writing, you explicitly authorize us to Item 3 – Table of contents Item 1 – Cover page Item 10 – Other financial industry activities and affiliations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Item 2 – Material changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Item 3 – Table of contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Item 11 – Code of ethics, participation or interest in client transactions and personal trading . . . . . . . . . . . . . . . . . 8 Item 4 – Advisory business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Item 12 – Brokerage practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Item 5 – Fees and compensation . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Item 13 – Review of accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11 Item 14 – Client referrals and other compensation . . . . . . . . . .11 Item 6 – Performance-based fees and side-by-side management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Item 15 – Custody . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Item 7 – Types Of Clients. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Item 16 – Investment discretion . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Item 8 – Methods of analysis, investment strategies and risk of loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Item 17 – Voting client securities. . . . . . . . . . . . . . . . . . . . . . . . . . 13 Item 9 – Disciplinary information . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Item 18 – Financial information. . . . . . . . . . . . . . . . . . . . . . . . . . . 13  RBC Private Counsel (USA) Inc. | 2 Item 4 – Advisory business This section provides a general description of our firm, ownership structure, and the types of advisory services we offer to our clients. General description and ownership informed about your investment portfolio. registered as advisers under the category of “portfolio manager” with the securities authorities in all provinces and territories of Canada. This Brochure describes the investment advisory services offered for individually managed accounts by RBC Private Counsel (USA) Inc. (“RBC PC USA”, “we” or “us”) to its clients’ resident in the U.S. (“you” and “your”). In many cases, your investment counselling team also includes an Associate Investment Counsellor who typically works with you and your Investment Counsellor in developing your investment strategy and acts as a point of contact regarding your investments. Although the Participating Affiliates are not registered as investment advisers in the U.S., in reliance on a no-action letter issued to RBC by the SEC in addition to other guidance provided by the SEC to other advisers, we make use of their services and other management capabilities, including personnel. Supporting your investment counsellor Advisory personnel Your Investment Counsellor is supported by a breadth of resources in designing and implementing your personal investment strategy, including wealth planning as well as private and commercial banking. In advising our clients, we seek to provide, directly and indirectly (through the use of RBC PH&N IC or RBC GAM) professional investment advice. To this end, we and our Participating Affiliates employ experienced and qualified personnel to provide our clients with investment advice tailored to their specific circumstances. RBC GAM is the asset management division of RBC. RBC GAM group of companies manages assets and have employees located across Canada, the United States, Europe and Asia. RBC PC USA is a wholly-owned direct subsidiary of Royal Bank Holding Inc., which is a wholly-owned subsidiary of the Royal Bank of Canada (“RBC”), and is a member of the RBC group of companies. RBC is an internationally diversified organization with operations in many areas of the financial services industry and is a publicly held company (symbol: RY on TSX, NYSE and SWX). RBC PC USA was established in 1998 to provide discretionary investment management and supervisory services to U.S. residents and is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”). Use of participating affiliates As a participating affiliate of RBC PC USA, RBC GAM provides RBC PC USA with investment management services, asset allocation advice, capital markets outlook and trading. An RBC PC USA Investment Adviser Representative use the title of Investment Counsellor and has completed certain proficiency requirements recognized in the investment industry in Canada. In particular, Investment Counsellors typically hold the Chartered Financial Analyst (CFA) designation, in combination with one or more professional degrees. Investment Counsellors provide investment advice to our clients and meet and communicate with our clients on a regular basis. To provide investment advisory services to you, we have entered into service arrangements with our Canadian affiliates (each, a “Participating Affiliate”) that allow us to utilize their facilities, services and other investment management capabilities, including personnel, such as Investment Counsellors, in rendering advice to our clients. RBC Global Manager Research Team conducts in-depth searches of external asset managers across the globe to help us keep abreast of opportunities and trends. They are also responsible for ongoing manager due diligence and monitoring of the external asset managers. The Portfolio Risk Group monitors your portfolio for alignment with your Investment Policy Statement and RBC PC USA’s investment management guidelines. Our Participating Affiliates, RBC Phillips, Hager & North Investment Counsel Inc. (“RBC PH&N IC”) and RBC Global Asset Management Inc. (“RBC GAM”), provide services related to our individually managed accounts. Both entities are Canadian corporations that are Each Investment Counsellor is supported by a Private Client Administrator, who ensures the timely and effective administration of your account, including the processing of trades and cash management transactions, and the generation of detailed reports to keep you well  3 | Client brochure Types of advisory services specialized third-party money managers worldwide who typically deal exclusively with institutional and high net-worth private clients. The investment managers include selected investment professionals from a variety of external investment firms as well as experts from within RBC. They are responsible for providing investment information on specific investment mandates developed for each asset class. We provide discretionary investment management services to clients using a multi-manager, multi-asset-class approach that provides a range of strategies and investment vehicles to ensure the appropriate diversification of investments. Please see Item 8 for further information on the types of investments we provide and the applicable risks. and to uncover unique opportunities to build and protect your wealth. They will also help you articulate your unique investment objectives and risk profile – prerequisites for creating an appropriate investment strategy. You may impose reasonable restrictions on management of your accounts, including restrictions on particular securities and types of investments, provided RBC PC USA can accept those restrictions. Any such restrictions will be reflected in your Investment Policy Statement. Constructing and managing your portfolio Products held in your portfolio must comply with your investment objectives, guidelines and restrictions in accordance with your Investment Policy Statement and Client Account Agreements. Assets under management After gaining a comprehensive picture of all aspects of your financial life, our Investment Counsellors create a personal investment strategy designed to meet the needs of you and your family. As of October 31, 2025, total client assets under our management are as follows: Discretionary: US $7.67 Billion Once your customized strategy is designed to meet your needs, your Investment Counsellor then constructs your personal portfolio and thereafter continually monitors your portfolio to ensure it is in line with your overall wealth management strategy and reflects both changing market conditions and your changing needs. Non-discretionary: US $0.22 Billion Total: US $7.89 Billion Through our in-depth client discovery process, our Investment Counsellors develop a deep understanding of your specific circumstances to identify your retirement and wealth planning needs Your portfolio will be invested primarily in products that are managed by our participating affiliate, RBC GAM and Item 5 – Fees and compensation This section provides information on the fees you pay and how we are compensated for our advisory services. Investment management fees The Investment Management Fee is comprised of: maximum allowable annual discount that may be applied to your accounts is $25,000 (with a maximum of 1/12 of that amount being discounted monthly). • Base Management Fee – determined costs incurred by RBC PC USA in respect of Specialty Assets. For a list of the Specialty Assets, please refer to Schedule C of the Client Account Agreement or contact your Investment Counsellor. Passive assets Annual discount • ARF ‘Series O’ Management Fee – a Passive fixed income -0.05% Passive equity -0.10% on the basis of certain asset thresholds in your portfolio and is not more than 1.10% per annum, as disclosed to you by RBC PC USA from time to time; • Additional Costs – applied to certain The rates indicated above are applied as a discount to the base management fee due to lower costs incurred by RBC PC USA in respect of Passive Assets. A list of Passive Assets can be found in Schedule C of the Client Account Agreement, or contact your Investment Counsellor. separate fee of 1.25% will be applied in respect of the ‘Series O’ Phillips, Hager & North Absolute Return Fund (“ARF”). This fee is due to higher manufacturing and servicing costs incurred by RBC PC USA for this product. The value of ‘Series O’ ARF is excluded from the value of assets used in the calculation of the base management fee; • Discounts on Passive Assets – discounts will be applied to certain passive assets (“Passive Assets”) set out below to the extent such assets are held in your accounts. The assets, including specialty fixed income, specialty equity and specialty alternatives (collectively, “Specialty Assets”), as disclosed and agreed upon with you, to the extent such assets are held in your portfolio, and are no more than 0.75% per annum. These rates are applied in addition to the base management fee due to higher manufacturing and servicing The investment management fees include portfolio management, reporting and administration. The investment management fees may vary from the schedules above as provided in the fee schedule for your account. In unique circumstances, such as an acquisition, certain clients may have fees that differ  RBC Private Counsel (USA) Inc. | 4 Foreign exchange transactions Other fees from other clients for a limited period of time. For investment funds that may be transferred into your portfolio, there may be ongoing fees applicable at the investment level that will reduce the value of such investment, particularly the management expense ratio. If you held such transferred in investments outside of RBC PC USA, you would not be subject to our investment management fee. Calculation and disclosure Services other than those listed above may be subject to an additional charge on a fee for service basis. Brokerage commissions are not included in the above fee disclosure but are incurred on trades at institutional rates. Refer to Item 12 for additional information about our brokerage practices. If you hold a portion of your portfolio in funds or pools, assets invested in the funds or pools are applied to the fee schedule set out above. Operating expenses and other costs of a fund or pool, inclusive of applicable taxes, are paid by the fund or pool, or the manager of the fund or pool as described in the simplified prospectus of the fund or pool. We calculate your investment management fees monthly, in arrears, based on the composition and market value of your portfolio or Household Portfolio (as such term is defined in your RBC PC USA Client Account Agreements) as at the last business day of the previous calendar month, and automatically debit your account(s) or provide you with an invoice for fees incurred, depending on your specific arrangements. Fees are subject to taxes, as applicable. We and/or our affiliates (including Royal Trust) may earn interest on the cash balances in your account and may retain excess amounts that we and/or our affiliates earn over the amount of interest we and/or our affiliates pay to you, if any. Interest rates are adjusted from time to time based on various factors, including, but not limited to, market analysis, Bank of Canada and other bellwether rates, and/ or cash rates. Compensation As applicable, Royal Trust or its affiliates enter into and settle foreign exchange transactions on behalf of your account for purposes of facilitating settlement of trades of assets in your account and to receive entitlements (including dividends, interest, etc.) from an issuer of securities. Any such transactions may be entered into with such counterparties as Royal Trust or its affiliates may choose in its or their sole discretion. The foreign currency conversion rate that appears on the account statement includes spread-based revenue (“spread”) for Royal Trust, or its affiliates, as applicable, for performing this function. The foreign currency conversion rate and the spread will depend on market fluctuation as well as the amount, date and type of foreign currency transaction. In performing foreign currency transactions, Royal Trust or its affiliates act as agent or principal. The conversion of foreign currencies into Canadian dollars, U.S. dollars or other currencies is performed on the day the underlying trade is carried out, or booked, or the entitlement is received. Royal Trust or its affiliates may use a different day for mutual fund transactions or other transactions if Royal Trust or its affiliates deem it necessary. If for any reason the investment advisory relationship is terminated as of any date other than the last business day of the applicable payment period, a pro rata fee will be charged based on the ratio that the number of days for which investment advisory services were rendered bears to the total number of days in that payment period. We and/or our affiliates, including Royal Trust, may earn interest on the cash balances in your account and may retain excess amounts that we earn over the amount of interest we pay to you, if any. Interest rates are adjusted from time to time depending on various factors, including but not limited to, market analysis, Bank of Canada and other bellwether rates, and/or cash rates. The basis for fees may be changed immediately upon notice to you resulting from a change in your Investment Policy Statement affecting the investment vehicles used to construct your portfolio. In addition, the basis for fees may be changed upon providing you with sixty (60) days prior written notice. Custody fees We compensate and recognize Investment Counsellors based on client account balances and/or revenue generation. This may be perceived as incenting an Investment Counsellor to seek more client business, and recommend certain products, in order to receive more compensation and recognition. To mitigate this perceived conflict, we compensate our Investment Counsellors in a “product neutral” manner, which is calculated on the base investment management fee only. They do not receive additional compensation for including Specialty Assets (as defined in your Client Account Agreement) in your account. Royal Trust Related Fees Current USD/CAD foreign currency transaction spread rates are disclosed in your Client Account Agreement. Other foreign currency rates are available upon request. Non-Royal Trust Related Fees If your account is held in custody with a custodian other than Royal Trust, separate custody fees apply if charged by such other custodian. If your account is custodied with Royal Trust Corporation of Canada or The Royal Trust Company (collectively, “Royal Trust”), and you have signed a Royal Trust custody agreement. The custody fee payable in respect of custody services provided to you on an ongoing basis is no more than 0.18% per annum. We also require all Investment Counsellors to meet standards of business and personal conduct, integrity and professionalism, including adherence to the RBC Code of Conduct. In addition, our compensation is not solely based on revenue generation, but other factors such as risk management practices and adherence to regulatory compliance rules.  5 | Client brochure Item 6 – Performance-based fees and side-by-side management This section indicates that we do not use a performance-based fee structure. We do not accept performance- based fees, that is, fees based on a share of capital gains on or capital appreciation of the assets of a client account. As mentioned in Item 5 above, our investment management fees are based on the month-end market value of your portfolio or Household Portfolio. Item 7 – Types of clients This section provides a description of the types of clients to which we generally provide investment advice. Generally, the minimum investable assets per client relationship is CDN $1 million across one or more accounts. We may, at our discretion, lower or waive the minimum requirement. residents that have relocated to the U.S. or existing U.S. residents that have dealings through one of our Canadian affiliates and seek discretionary investment management services. Our clients are individuals and families, business owners and their companies, foundations, trusts and not-for-profit organizations seeking discretionary investment management. Frequently, our clients are former Canadian Item 8 – Methods of analysis, investment strategies and risk of loss This section provides a general description of the methods of analysis and investment strategies that we use in formulating investment advice or managing assets, and the risk of loss involved when you invest in securities. Client information). Methods of analysis • Utilizing multiple asset classes and combinations of third party and affiliated managers to maintain well diversified portfolios. investments. The strategy used for your portfolio is described in your Investment Policy Statement and is based on the Know Your Client information we collect from you and from our discussions about your investment objectives and risk profile. In formulating investment advice and managing assets in client accounts, our Investment Counsellors use various methods of analysis, including, but not limited to: Investment strategies Risk of loss • A deep understanding of each client’s The investment strategies and asset mix used in the construction of your portfolio may include cash equivalents, fixed income, equity and alternative current personal and financial circumstances, investment knowledge, investment objectives and time horizon, risk profile (collectively, Know Your There are a number of sources of risk to which a typical portfolio may be exposed. These risks could result in unexpected losses of capital, reduce the generation of  RBC Private Counsel (USA) Inc. | 6 • Currency/Foreign Exchange Risk – This small number of issuers reduces diversification and may increase a portfolio’s volatility. • Cyber Security Risk – Investment risk exists for any investment made in an international market where payments or principal are exposed to another currency. In addition, the value of securities denominated in a foreign currency will be affected by changes in foreign currency rates or the imposition of foreign exchange controls. income, or decrease the probability of you achieving your goals. You should be aware and understand that by investing in securities you could lose some or all of your investment and you should be prepared to bear the risk of such losses. Some risks may be mitigated through diversification, such as, constructing your portfolio so there is not a significant exposure to any single investment or group of investments that may be impacted in a similar manner as a result of a particular risk event. For some of the risks outlined below, there may be additional techniques that can be employed to further mitigate risk. • Credit or Company Specific Risk – This encompasses risks generally associated with individual companies, the possibility that issuers of securities may encounter significant challenges and/or default on the payment of interest or principal on the securities when due, which would cause a portfolio to incur losses. The following are some of the risks of which you should be aware: • Market Risk – The risk that a change in • Sector Industry Risk – This encompasses risks associated with a particular sector or industry (e.g. technology). • Equity Securities Risk – Equity securities advisers have become potentially more susceptible to operational risks through breaches in cyber security with the increased prevalence in the use of technology for business purposes. A breach in cyber security refers to both intentional and unintentional events that may cause us and/or the portfolios to lose proprietary information or other information subject to privacy laws, suffer data corruption, or lose operational capacity. Cyber security breaches may involve unauthorized access to our digital information systems (e.g. through “hacking” or malicious software coding), but may also result from outside attacks such as denial-of-service attacks (i.e. efforts to make network services unavailable to intended users. • External Risks Beyond Our Control – the economy and the market as a whole will affect the price of individual securities in ways that were not anticipated. While a change in the broader market is based on the underlying securities, not all individual securities are affected in the same way or to the same degree. Unexpected volatility or illiquidity could impair profitability or result in losses. • Interest Rate Risk – The risk that a are affected by stock market movements. In addition, equity securities of certain companies, or companies within a particular industry sector, may fluctuate differently than the overall stock market because of changes in the outlook for those individual companies or the particular industry. • Liquidity Risk – Investing in less liquid The risk that external events beyond our control will result various unintended circumstances such as a market environment that was not anticipated which could result in losses and/or volatility to a portfolio. Such events include acts of God, pandemics, government restrictions, stock exchange or market rulings, suspension of trading, unusual market activity, wars, strikes, or interruptions of communications, internet or data processing services. change in interest rates will impact the returns on interest rate-sensitive investments, such as bonds and mortgage-related securities and debt. Generally, rising interest rates result in a decline in asset prices. The values of applicable investments may change in response to movements in interest rates. If interest rates rise, the values of debt securities will generally fall and vice versa. In general, the longer the average maturity or duration of an investment portfolio, the greater the sensitivity to changes in interest rates. securities may result in the difficulty or even inability to sell in a timely manner, as well as potentially a negative impact on price received if you need money in the short term. For example, legal restrictions, the nature of the investment itself, settlement terms, or a shortage of buyers. Generally, investments with lower liquidity tend to have more dramatic price changes and may subject the investor to losses or additional costs. • Political Geographic Risk – The risk that • Capital Markets Risk – Securities policies or instability in a region or nation will impact performance. The discussion and examples provided above are general in nature and may not apply in respect of your specific portfolio or personal circumstances, either of which may give rise to additional risks not set out above. Your risk profile is considered along with your investment objectives and time horizon when constructing your portfolio and when investments are made on your behalf. Please consult your Investment Counsellor for more information. Borrowing to invest regulators can impose limitations on trading activity, which may prevent a profit or increase losses to your portfolio. • Concentration Risk – A high concentration of assets in a single or • Purchasing Power or Inflation Risk – The risk that investments will return less than the rate of inflation and therefore your portfolio will not maintain its purchasing power. You should note the specific risks inherent in borrowing money to invest. Using borrowed money to finance the  7 | Client brochure consequences to you if assets in your account must be sold in order to meet any obligations to repay the borrowed money or any interest owing. the same, even if the value of the securities purchased declines. An investment strategy that uses borrowed money could result in far greater losses than an investment strategy that does not use borrowed money. There may also be tax investments to be made in your account involves greater risk than investments using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains Item 9 – Disciplinary information This section discloses legal or disciplinary events that are material to your evaluation of our advisory business or the integrity of our management. RBC PC USA and our management personnel have no reportable disciplinary events to disclose. Item 10 – Other financial industry activities and affiliations This section provides a general description of any relationship or arrangement that we have with related persons which is material to our advisory business or to you. We identify if any of these relationships or arrangements create a material conflict of interest with clients and discuss how we address these conflicts. • RBC Dominion Securities Inc. Related persons Material relationships and arrangements with related persons • RBC Global Asset Management Inc. • RBC Phillips, Hager & North Investment Counsel Inc. As indicated under Item 4, RBC PC USA is an indirect wholly owned subsidiary of RBC. In addition to RBC PC USA, the following companies are affiliates of RBC material to RBC PC USA or our clients: • Entities registered under applicable • Entities registered under applicable U.K. securities legislation: BlueBay Asset Management LLP and RBC Global Asset Management (UK) Limited. U.S. securities legislation: • Entity registered under applicable • BlueBay Asset Management LLP • RBC Capital Markets, LLC Australian securities legislation: RBC Capital Markets, LLC • RBC Global Asset Management (U.S.) Inc. • RBC Global Asset Management (UK) • Entity registered under applicable Cayman Islands, Bahamian and Barbadian securities legislation: RBC Dominion Securities Global Limited. Limited • Entities registered under applicable Canadian securities legislation: RBC PC USA obtains portfolio management, trade execution, product and manager selection, and other services for your account from affiliated portfolio managers, RBC GAM and RBC PH&N IC, and an affiliated dealer, RBC Dominion Securities Inc. (“RBC DS”). In providing portfolio management and trade execution services, these affiliates are contractually bound to carry out their duties honestly and in good faith, and in the best interests of clients. They are also bound to exercise the degree of care, diligence and skill that a reasonably prudent person or portfolio manager, as applicable, would exercise in comparable circumstances. • BlueBay Asset Management LLP • Phillips, Hager & North Investment In addition, RBC PC USA is an affiliate of The Royal Trust Company, Royal Trust Corporation of Canada and RBC Wealth Management Financial Services Inc., which are wholly owned subsidiaries of RBC. Funds Ltd. In providing discretionary investment management services, RBC PC USA is responsible for:  RBC Private Counsel (USA) Inc. | 8 • the advice that it receives from the affiliates, and • losses you incur that arise out of the failure of an affiliate to meet the applicable standard of care. RBC PC USA also obtains from RBC and its affiliates management, administrative, back office, referral or other services in connection with its ongoing business. For instance, Royal Trust will be the custodian for your account, unless you have made specific arrangements for custody of your account. In addition, clients in one of RBC PC USA’s Wrap Fee Programs (which are not governed by this document) appoint RBC DS as their custodian. Royal Trust and RBC DS are affiliates of RBC PC USA. These relationships are subject to legislative and regulatory restrictions on dealings between related registrants and/or individuals that are dually registered with registrants. These restrictions are intended to minimize the potential for conflicts of interest resulting from these relationships. RBC PC USA has also adopted internal policies and procedures that supplement these restrictions, including policies on privacy and confidentiality of information, broker allocation and fair allocation of investment opportunities. Further, certain directors and officers of RBC PC USA are also directors and officers of one or more of the registrants listed above. Information concerning related advisors can be found on Schedule D of Form ADV Part 1 for each of RBC PC USA’s registered advisory affiliates. Our affiliates sponsor or manage Canadian investment funds that may be transferred into our clients’ portfolios and model portfolios that we may select for our clients. RBC PC USA will pay a fee to an affiliated sub-advisor for managing a model portfolio and/or an investment fund. An Investment Counsellor’s decision to select a specific model portfolio and/or an investment fund for a client must not be influenced by any factors other than the best interest of that client and must be consistent with the investment objectives, guidelines, restrictions and other applicable provisions of the client’s Investment Policy Statement and Client Account Agreements. Investment Counsellors with RBC PC USA are also registered with RBC PH&N IC, another related registrant, and provide services to clients of RBC PH&N IC. Item 11 – Code of ethics, participation or Interest in client transactions and personal trading This section provides an overview of our Code of Ethics. We also outline the circumstances where we recommend, buy or sell securities for client accounts in which we (or a related person) have material financial interest and discuss how we address the material conflicts of interest that may arise. Code of ethics may be perceived as potentially influencing an Investment Counsellor’s decisions or independence. We mitigate this risk through strict adherence to policies and procedures limiting gifts and entertainment to help maintain employee independence. We have adopted a Code of Ethics, which is comprised of the RBC Code of Conduct and policies pertaining to Personal Trading, Privacy, Gifts and Entertainment, Conflicts of Interest & Outside Activities and Insider Trading. Upon request to your Investment Counsellor, we will provide you with a copy of our Code of Ethics. (ii) we will maintain operational and decision- making autonomy; and (iii) investment decisions will be made on the basis of the business judgment of the responsible Investment Counsellors uninfluenced by considerations other than the best interests of clients. We purchase securities of related and connected issuers of ours for client accounts. Any such transactions adhere to all applicable laws and regulations and our Compliance Manual. Our employees may have approved outside activities for which they may receive compensation. This may include acting as a director externally or for an RBC subsidiary or affiliate. Participation in external activities could be viewed as potentially giving advisors access to Receipt of gifts or entertainment from clients, third parties or other employees Our Compliance Manual requires that in advising clients with respect to securities of parties related to us: (i) we will deal fairly, honestly and in good faith with our clients;  9 | Client brochure connected to us, and issuers who are not. We do not pay our Investment Counsellors more if they recommend RBC products. material non-public information for use in their personal or professional financial dealings. Generally, we prohibit individuals registered with us to be employed by, participate in, or accept compensation from any other person, outside the scope of their relationship with us, without our prior approval. own and our affiliates’ interest, and have adopted policies and procedures that help identify and manage potential conflicts of interest arising from recommending and investing clients in related and connected issuers. We do not pay our Investment Counsellors more if they recommend securities that we, or our affiliates own. Related and connected issuers Sometimes we trade in or advise clients about securities of issuers to which we or certain other parties related to us, is related or connected: To view a current list of all related issuers of RBC PC USA, please refer to the following website: www.rbcphnic.com/ issuers-disclosures or contact your Investment Counsellor. All RBC products are subjected to the same criteria for selection and ongoing evaluation, as non-RBC products. Through our affiliate PH&N IC, we conduct product reviews and market comparisons to ensure that the terms of such RBC products are competitive with those of comparable products offered by third parties. In addition, we assess all products that we offer independently from RBC GAM. • An issuer of securities is “related” to us RBC Proprietary Products if, through the ownership of, or direction or control over voting securities, • we control that issuer, • that issuer controls us, or • the same third party may control both the issuer and us. With respect to RBC cashable guaranteed investment certificates, and RBC guaranteed investment certificates with a term of less than one year, the suitability determination conducted by our Investment Counsellors will not consider the larger market of comparable third- party products or whether they would be better, worse or equal in meeting your investment needs and objectives. Personal trading We invest your portfolio primarily in financial products created by our RBC affiliate, RBC GAM, as well as products and services of related and connected issuers. We may invest your portfolio in proprietary banking products, including RBC cashable guaranteed investment certificates, and RBC guaranteed investment certificates with a term of less than one year. Our RBC-focused product offering fits our business model of offering a firm-wide consistent investment offering to our clients. RBC is a reporting issuer under applicable securities laws and is a related issuer of ours. It is expected that RBC, or an affiliate, has a controlling influence in the investment funds to which it provides seed capital from time to time. We communicate changes to our investment portfolio models to Investment Counsellors so they can manage client portfolios. This may be perceived as giving Investment Counsellors the opportunity to use this information to place personal trades ahead of client trades. • An issuer is “connected” to us if, due to indebtedness or other relationships, a reasonable prospective purchaser of securities of the connected issuer might question our independence from the issuer. As a global asset manager with capability across all asset classes, RBC GAM offers a high degree of diversification and expertise to enable us to offer primarily RBC GAM products, augmented by products managed by third-party sub-advisors. We disclose our relationship with RBC GAM, and how we provide access to its investment management expertise, at the time of account opening. To prevent potential conflicts of interest, RBC PC USA monitors and controls personal trading by employees who have access to information about proposed trades for client portfolios. We will ensure that any dealings in securities of related or connected issuers in your account will comply with the investment objectives, guidelines, restrictions and other applicable provisions of your Client Account Agreements and Investment Policy Statement. Our employees who wish to buy or sell certain securities for their personal accounts must first obtain permission of a designated approver, who will grant permission only where there is no potential conflict with client trading. We restrict personal trading when we communicate such changes to Investment Counsellors (commonly called a “blackout period”). Recommending that you buy or sell securities or investment products in which we or a related person has some financial interest creates a conflict between our and our affiliates’ financial interest and your interest in buying or selling a particular security or investment product. We have a fiduciary obligation to put the interest of our clients ahead of our In addition, we require employee trading accounts be held at approved dealers Recommending RBC proprietary products instead of third-party products, or securities of related or connected issuers instead of securities of independent issuers, may be perceived as being in RBC’s interest. To address this perceived conflict of interest, our Investment Counsellors are required to recommend products and services to you based on an understanding of your needs, and not to meet business targets, in accordance with the RBC Code of Conduct. We offer you access to a wide range of securities, both from issuers who are related or  10 | Client brochure RBC PC USA prohibits improper use of the confidential information, or of any inside information not publicly disclosed, for personal gain or for the benefit or another person. A breach of these prohibitions is grounds for dismissal by RBC PC USA. only and we monitor these accounts. We have policies in place that are intended to prevent Investment Counsellors from entering a personal trade order that would precede or compete with a client trade. Item 12 – Brokerage practices This section of the brochure contains information about our brokerage practices, including the selection of broker-dealers and commission rates. Selection of brokers Our policy is that primary consideration will be given to obtaining the most favourable prices and efficient execution of each transaction. Principal trades and cross-trades Similarly, new issues of a security may be insufficient to satisfy the orders of all accounts. We may be perceived as favouring one client or group of clients over another when allocating these opportunities, as they are limited. Our process for selecting brokers is based on a number of factors including the broker’s financial stability, operational capabilities, transaction costs, prior experience and ability to execute transactions in a timely and efficient manner. Principal trades are prohibited except for Fixed Income in certain exceptional circumstances. Cross-trades of the same security held in a portfolio and/or by us are prohibited. Research and other soft dollar benefits We do not have soft dollar arrangements with brokers in respect of any of our client trading. Directed brokerage We do not permit directed brokerage. Aggregation and allocation of orders RBC GAM selects brokers and/or marketplaces to execute trades for RBC PC USA clients. There may be a perceived conflict of interest that RBC GAM is favouring certain dealers and/or marketplaces that provide certain benefits or rebates. To address this perceived conflict of interest, RBC GAM is required to comply with applicable securities law and policies and procedures that we have adopted with respect to how RBC GAM provides its services to us and our clients. When these events arise, RBC PC USA allocates, insofar as possible, the purchases or sales on a pro rata basis among accounts in proportion to the proposed requirements for purchases or holdings for sale. If this is impossible, RBC PC USA will allocate the securities among client accounts in a fair manner, on a best efforts basis. If a batch of securities in this situation is processed for execution at several times during the same business day, the price and commission will be averaged for those trades during that business day. Where it is impossible even to ensure complete fairness, every effort will be made to compensate at the next opportunity so that every account, large or small, over time, receives equitable treatment in the filling of orders. While RBC PC USA will use its best efforts to allocate opportunities, RBC PC USA cannot assure, and assumes no responsibility for, equality among all accounts and clients. RBC GAM traders are responsible for the selection of the broker best suited for a particular transaction taking into consideration; size of the order, type of transaction, complexity, prior experience of the broker in effecting transactions of a specific type, approved brokers and specified limits pre-determined by us in consultation with RBC GAM and, any order restrictions placed on them by an Investment Counsellor at the time an order is placed. In the course of managing discretionary accounts, Investment Counsellors across Canada send purchase and sale orders for securities held in multiple client accounts to the applicable trade processing desk at the same time. Trade orders for RBC PC USA’s client accounts are bundled periodically throughout each day, and each batch is then processed for execution with selected brokers/dealers. Each batch of a particular security bought or sold will carry the same average price and commission. We have established policies and procedures to mitigate this perceived conflict of interest. These policies ensure that the allocation of investment opportunities amongst accounts is fair and equitable for all clients based on their investment objectives. Sometimes the quantity of a security available at one price is insufficient to satisfy the requirements of every account, or the quantity of a security to be sold is too large to be completed at one price. In connection with seeking to achieve best execution, our policy is that primary consideration will be given to obtaining the best possible results (including applicable costs) for clients and efficient execution of each transaction.  RBC Private Counsel (USA) Inc. | 11 Item 13 – Review of accounts This section describes the frequency and nature of review of client accounts. Account review procedures guidelines. Variables considered in the review process: asset mix, income need, diversification, security quality and performance. In addition, from time to time, Managing Directors may also be involved in the above mentioned reviews of your account. Client reporting RBC PC USA will provide you with a written quarterly portfolio statement that will list your holdings, the market value and the position of your Investment Counsellors are responsible for reviewing accounts under their management on an ongoing basis. Portfolio Risk Advisors (“PRAs”) in the Portfolio Risk Group review trade exception reports and follow up with the Investment Counsellors to ensure identified items are addressed. In addition, the PRAs review on a periodic basis all portfolios against the Investment Policy Statement and internal investment management investments, transactions, performance and fees charged to your account. In addition, if you have retained Royal Trust as your custodian, it will provide you with a custodial statement quarterly or monthly, depending on your preference. Year-end tax information will also be reported to you by Royal Trust. If you have retained a custodian other than Royal Trust, your chosen custodian must provide you with separate reporting, on a quarterly basis, at a minimum. Refer to Item 15 for additional information about custody. Item 14 – Client referrals and other compensation This section provides information on the arrangements if we engage in arrangements to receive economic benefits from non-clients for providing investment advice or other advisories to our clients or to compensate any person who is not our supervised person for client referrals. RBC a referral fee of 25% of the actual first year revenue in connection with your account. Referral arrangements will be in compliance with Rule 206(4)(3) under the Advisers Act. This Rule permits an investment adviser that is registered under the Advisers Act to pay “cash” fees, directly or indirectly, to a “solicitor” with respect to “solicitation activities”. RBC and RMFI may share a portion of any referral fee that it receives from us with individual representatives of RBC and RMFI, including the individual who referred you to us. The payment of any referral fee will not increase the fees you pay to us for your RBC PC USA account. We do not pay referral fees to employees of our affiliates for client referrals. You may have been referred to RBC PC USA by our affiliates, Royal Bank or RBC Royal Mutual Funds Inc. (“RMFI”), because of your need for investment management products or services. An employee of RBC and/or RMFI, specifically an Investment and Retirement Planner (“IRP”), Financial Planner (“FP”) or Private Banker may have referred you to RBC PC USA because of your need for services we can provide you. RBC or RMFI will disclose the existence of the referral arrangement with you at the time of the referral. If you have been referred to us by an IRP, FP or Private Banker, effective on or after June 30, 2022, RBC PC USA will pay  12 | Client brochure Item 15 – Custody This section provides general information on the account statements that clients receive from us or from a qualified custodian. Clients must appoint a qualified custodian to have custody of client funds and assets. clients seek to appoint another qualified custodian, such requests are reviewed and considered on a case by case basis. Clients that hold Individually Managed Accounts in RBC PC USA appoint Royal Trust as their custodian. However, clients in one of RBC PC USA’s Wrap Fee Programs (which are not governed by this document) appoint RBC DS as their custodian. Royal Trust and RBC DS are affiliates of RBC PC USA. Where Both RBC PC USA and your custodian send periodic account statements. We urge you to review and compare these account statements to verify accuracy. You should contact your Investment Counsellor if you have any questions about your accounts. Item 16 – Investment discretion This section describes the procedures that our firm follows before we accept discretionary authority to manage securities on behalf of our clients. is governed by the terms of the Client Account Agreement, and includes the Investment Objectives in the Investment Policy Statement and written instructions you may deliver to RBC PC USA. You may limit or restrict allocation to certain asset classes, types of securities or specific issuers, in addition to any other investment restrictions or requirements. For further information, please refer to Item 4 – Advisory Business, section called Constructing and Managing Your Portfolio. Prior to RBC PC USA assuming discretionary authority over an account, clients must enter into a written agreement with RBC PC USA. The terms of the agreement are set out in the RBC PC USA Client Account Agreements. By signing the account application form, you grant RBC PC USA discretionary authority to manage your portfolio in accordance with the agreed upon investment strategy set out in your Investment Policy Statement, without seeking your approval on a trade by trade basis. Our discretionary authority  RBC Private Counsel (USA) Inc. | 13 Item 17 – Voting client securities This section describes our voting policies and procedures. efforts basis. Upon request, we will provide you with a copy of our proxy voting policies and procedures. The Guidelines generally do not apply to voting relating to securities of private corporations, preferred shares, and debentures. Should you wish to obtain information of voting records or provide specific voting instructions, you may contact your Investment Counsellor. We will act on your request to vote a proxy with sufficient notice and on a best efforts basis. Since we have discretionary authority over your portfolio(s), where economically feasible, we will file applicable class action settlement claims on behalf of your existing accounts. Unless otherwise instructed by you in writing, you explicitly authorize us to vote on matters on your behalf relating to the securities and/or the issuers of the securities held in your account, including securities of related and connected issuers, and take any action on your behalf that we deem appropriate for a corporate action, including any take-over bid, tender offer or corporate reorganization. This may give the perception that we are favouring the issuers with whom we have a relationship or are related or connected to us. At our discretion, we will not exercise voting authority where the cost of voting would be significant, or the benefit to you would be insignificant. We will vote matters in your best interests and consistent with the proxy voting guidelines established by a third-party service provider and as applicable, our participating affiliate RBC GAM and adopted by us (collectively, the “Guidelines”), subject to our ability to override Guidelines when appropriate. In the event of a perceived or actual conflict of interest involving the exercise of proxy voting rights, procedures are followed to ensure that proxy voting is uninfluenced by considerations other than the best interests of our clients. While we generally cannot deviate from the Guidelines, you may provide us with written instructions to do so and we will carry out such instructions on a best Item 18 – Financial information This section describes our firm’s practice with respect to prepayment, provides information on any financial condition that is reasonably likely to impair our ability to meet contractual commitments to our clients, and disclose whether our firm has been the subject of a bankruptcy petition during the past ten years. We are not required to include a balance sheet in this brochure because we do not require or solicit prepayment of more than $1,200.00 in fees per client, six months or more in advance. We do not have any financial conditions that are reasonably likely to impair our ability to meet our contractual commitments to clients. RBC PC USA has not been subject of a bankruptcy petition during the past 10 years.  If you have any questions about the information contained in this brochure, or any other questions about your account, your Investment Counsellor would be pleased to assist you. RBC Private Counsel (USA) Inc., RBC Phillips, Hager & North Investment Counsel Inc., RBC Global Asset Management Inc., RBC Dominion Securities Inc.*, RBC Dominion Securities Global Limited, Royal Trust Corporation of Canada, The Royal Trust Company and Royal Bank of Canada are separate legal entities that are affiliated. RBC Private Counsel (USA) Inc. is a member company of RBC Wealth Management, a business segment of Royal Bank of Canada. *Member- Canadian Investor Protection Fund. ® / ™ Trademark(s) of Royal Bank of Canada. Used under license. © 2026. All rights reserved. 26_2808_204 (01/2026)