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RBC Securities Investment Advisory Program
Form ADV Part 2A, Appendix 1
Wrap Fee Program Brochure
January 29, 2026
RBC Securities, Inc.
555 South Flower Street, 11th Floor
Los Angeles, CA 90071
(800) 280 -1464
This wrap fee program brochure (the “Brochure”) provides information about the qualifications
and business practices of RBC Securities, Inc. (“RBCS”). If you have any questions about the
contents of this Brochure, please contact us at RBCS_Compliance@cnb.com. The information
in this Brochure has not been approved or verified by the United States Securities and
Exchange Commission (“SEC”) or by any state securities authority. RBCS is registered as an
investment adviser and broker-dealer with the SEC. Registration with the SEC does not imply a
certain level of skill or training. Additional information about RBCS is also available on the
SEC’s website at www.adviserinfo.sec.gov.
The advisory services described in this Brochure are not insured by the Federal Deposit
Insurance Corporation (“FDIC”) or any other federal government agency, are not a deposit or
other obligation of, or guaranteed by, City National Bank or any of its subsidiaries or affiliates,
and are subject to investment risks, including possible loss of the principal amount invested.
FA-004 (Rev 01/2026)
Page 1 of 17
ITEM 2 – MATERIAL CHANGES
This section of the Brochure only discusses material changes that have been made to the Brochure since the last annual
update of the Brochure on February 26, 2025. Those changes are as follows:
•
Item 1 – Cover Page
The firm’s name has changed from “City National Securities, Inc.” to “RBC Securities, Inc.” This change was
incorporated into Item 1 and throughout the Brochure.
•
Item 4 – Services, Fees and Compensation
Assets under management have been updated to reflect assets under management as of October 31, 2025. The
name of the wrap fee program has changed from “City National Securities Investment Advisory Program” to “RBC
Securities Investment Advisory Program.” This change was incorporated into Item 4 and throughout the Brochure.
The name of the Sub-Advisor to the RBC Securities Investment Advisory Program has changed from “City National
Rochdale, LLC” to “RBC Rochdale, LLC.” This change was incorporated into Item 4 and throughout the Brochure.
Disclosure regarding Affiliated Transferred-In Securities and Non-Managed Assets has been enhanced to further
clarify conflicts of interest and mitigation. RBC Securities Investment Advisory Program fee schedules have been
updated to clarify fee schedule titles and the fee schedules and related provisions have been revised to provide
clearer disclosure as to: (1) fees, (2) combined billing arrangements, and (3) in relation to certain accounts,
combined assets under management across a business manager’s relationships to meet assets under
management thresholds for fee breakpoints. The Affiliated Fund Fee Table was updated to reflect the removal of
two Affiliated Funds and current management fee waivers.
•
Item 5 – Account Requirements and Types of Clients
Item 5 was updated to reflect that Royal Bank of Canada and its affiliates (including RBC Securities) are currently
covered by a five-year Qualified Professional Asset Manager (“QPAM”) exemption that was granted by the U.S.
Department of Labor, that started on August 12, 2025, and will remain in effect until March 4, 2030.
•
Item 9 – Additional Information
Item 9 was revised to reflect that CNS ceased to be a member of the State of California Underwriter Pool.
Disclosure of conflicts related to Affiliated Transferred-In Securities and conflict mitigation was enhanced.
RBCS will provide you with a Summary of Material Changes made to this Brochure annually at no cost. You may also receive
an updated copy of this Brochure at any time by contacting us at RBCS_Compliance@cnb.com.
FA-004 (Rev 01/2026)
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ITEM 3 – TABLE OF CONTENTS
Item 2 – Material Changes ..................................................................................................................................................................2
Item 4 – Services, Fees and Compensation ..................................................................................................................................... 4
Introduction .....................................................................................................................................................................................................................4
RBC Securities Investment Advisory Program ...................................................................................................................................................4
Wealth Advisory Services ..........................................................................................................................................................................................4
Investment Restrictions ............................................................................................................................................................................................. 5
Account Funding .......................................................................................................................................................................................................... 5
Custody Services ......................................................................................................................................................................................................... 5
Fees and Compensation ........................................................................................................................................................................................... 6
RBCS Investment Advisory Program Fee Schedules ..................................................................................................................................... 6
Business Managers Only with Fixed Income & Liquidity Management Strategies.............................................................................. 7
Miscellaneous Fees .................................................................................................................................................................................................... 8
Mutual Fund Fees and Expenses ............................................................................................................................................................................ 8
Affiliated Fund Fees ..................................................................................................................................................................................................... 9
Other Fees and Expenses ........................................................................................................................................................................................ 11
Non-Managed Assets ................................................................................................................................................................................................. 11
Cash Balances and the Sweep Program ............................................................................................................................................................ 11
Conflicts .......................................................................................................................................................................................................................... 12
Advisors’ Compensation.......................................................................................................................................................................................... 12
Item 5 – Account Requirements and Types of Clients.................................................................................................................... 12
Item 6 – Portfolio Manager Selection and Evaluation ..................................................................................................................... 13
Selection and Evaluation .......................................................................................................................................................................................... 13
Portfolio Manager and Affiliated Sub-Advisor Considerations ................................................................................................................... 13
Conflicts of Interest Relating to the Affiliated Funds ...................................................................................................................................... 13
Item 7 – Client Information Provided to Portfolio Managers .......................................................................................................... 13
Item 8 – Client Contact with Portfolio Managers............................................................................................................................ 14
Item 9 – Additional Information ......................................................................................................................................................... 14
Disciplinary Information ............................................................................................................................................................................................ 14
Other Financial Industry Activities and Affiliations ......................................................................................................................................... 14
Code of Ethics, Participation or Interest in Client Transactions and Personal Trading.................................................................... 17
Review of Accounts.................................................................................................................................................................................................... 17
Nature and Frequency of Reports ........................................................................................................................................................................ 17
Client Referrals and Other Compensation ........................................................................................................................................................ 17
Financial information ................................................................................................................................................................................................. 17
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ITEM 4 – SERVICES, FEES AND COMPENSATION
INTRODUCTION
RBC Securities, Inc. (“RBCS”, the “Adviser”, “we”, or “our”) (formerly known as “City National Securities, Inc.”) is a wholly-
owned subsidiary of City National Bank (“CNB”). CNB is wholly-owned subsidiary of RBC USA Holdco Corporation
(“Holdco”), which is a wholly-owned subsidiary of Royal Bank of Canada (“RBC”).
RBCS is an investment adviser and broker-dealer registered with the SEC and is a member of the Financial Industry
Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”). As of October 31, 2025, RBCS
had approximately $1.51 billion of discretionary assets under management. Discretionary assets under management are
those for which we have an ongoing responsibility to select and make securities recommendations that are in line with your
financial needs and objectives and then effect those securities transactions without first consulting you.
RBC SECURITIES INVESTMENT ADVISORY PROGRAM
RBCS’ investment advisory services include sponsoring wrap fee programs. The RBC Securities Investment Advisory
Program (the “Program”) is a wrap fee program designed to help individuals organize and manage their wealth in pursuit of
their specific financial goals. The Program provides clients with access to professional wealth management services.
Specific features of the Program include goal assessment and risk profiling, asset allocation strategies, money management,
performance reporting and ongoing monitoring with a dedicated advisor (“Advisor”).
RBCS has retained its affiliate RBC Rochdale, LLC (“Rochdale” or the “Sub-Advisor”), a SEC-registered investment adviser
and wholly-owned subsidiary of CNB, to provide investment advisory and portfolio management services in a sub-advisor
capacity for the Program’s clients.
Neither RBCS nor any of RBCS’ advisory personnel act as portfolio managers of Program Accounts.
To enroll into the RBC Securities Investment Advisory Program, clients must provide certain information to RBCS including,
but not limited to, the client’s financial position, investment objectives and risk tolerance. Clients must also complete the
Investment Advisory Program Application (the “Application” or “Account Application”) and agree to the RBCS Investment
Advisory Program Terms and Conditions (the “Terms and Conditions”).
WEALTH ADVISORY SERVICES
A core component of the Program is an evaluation of each client’s current financial position, financial goals, investment
timeframes and risk profile, which information the Advisors will obtain through discussion with and records gathered from
each client. This evaluation is incidental to the advisory services and is not a separate fee based service.
The information collected from Program clients provides the foundation for the recommendation of an investment strategy
for each Program client’s account (“Account”). The recommendation is developed by understanding a client’s risk tolerance
and time horizon and applying asset allocation techniques, combined with the Sub-Advisor’s assumptions regarding the
future performance of various asset classes, future inflation rates and other relevant data.
Based on information provided by each client during the analysis process and the overall investment strategy for the
Account, the Sub-Advisor will recommend a specific asset allocation strategy and various investment options to a client.
Investment options offered within the Program may include proprietary or third-party separately managed accounts
(“SMAs”), mutual funds and/or exchange-traded funds (“ETFs”), and individual securities.
The investment strategy to which the client agrees will be documented in an Investment Policy Statement (“IPS”). The
purpose of the IPS is to foster a clear understanding of a client’s overall investment objectives, policies, and guidelines. The
IPS will remain in effect until modified by the client as conditions warrant.
As part of its investment management responsibilities under the Program, the Sub-Advisor develops and maintains the
investment strategies that form the basis for its investment advice. Investment strategies offered under the Program reflect
a continuum of risk characteristics ranging from conservative to aggressive growth. Each investment strategy will be fulfilled
with mutual funds, ETFs and, in some cases, individual securities and/or SMAs. The mutual funds in which client Accounts
may be invested include the City National Rochdale Funds (the “Affiliated Funds”) from which RBCS, the Sub-Advisor and
their affiliates receive compensation. See Item 4 – Services, Fees and Compensation, Affiliated Fund Fees below for more
information.
The Sub-Advisor periodically reviews the investment strategies, including the portfolio securities, in which client Accounts
are invested in connection with the Program. Generally, the Sub-Advisor is authorized to manage the Accounts in a manner
consistent with a client’s overall investment strategy including the discretion to make changes to the allocation weightings
and the portfolio holdings within the strategies without the prior approval of clients.
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INVESTMENT RESTRICTIONS
A client may impose reasonable restrictions on the management of their Account, including that particular securities should
not be purchased, but the client may not require that particular securities be purchased. Clients can place restrictions on
securities (industry, sector, etc.), types of securities (options, derivatives, etc.), and investment strategies (large cap,
international, alternative, etc.). To the extent the client elects to invest in pooled vehicles to implement an asset allocation
program, pooled vehicles cannot accommodate a client’s restrictions. Any client-imposed restriction must be described in
reasonable detail and documented in the client’s IPS.
RBCS and the Sub-Advisor will consider the client’s investment objectives in determining if a restriction is reasonable but
will not accept restrictions that are inconsistent with the Program or the client’s overall investment strategy. Other factors
that bear on whether a particular restriction is reasonable are the difficulty in complying with the restriction, the specificity
of the restriction, and the number of other restrictions imposed by the client. If RBCS or the Sub-Advisor determines that
any restriction is unreasonable, the client will be notified. If a reasonable alternative is not agreed upon, the client will be
removed from the Program or, if the client’s Account has not been established, the client will not be accepted into the
Program.
Please be advised that the performance of restricted Accounts may differ from Accounts without restrictions, possibly
producing lower overall results. Clients are encouraged to contact and consult with their Advisors if they are considering
imposing any investment restrictions.
ACCOUNT FUNDING
Clients may fund Accounts by transferring marketable securities already owned into their Program Custodial Account. The
Sub-Advisor will have the discretion to hold or sell such securities as it manages the client’s Account.
AFFILIATED TRANSFERRED-IN SECURITIES
If a client transfers a security to their Program Account that is affiliated with or issued or sponsored, underwritten, or placed
(sold) as part of a new issue investment offering (1) by or for RBC or an RBC affiliate (with the exception of the Affiliated
Funds, RBC Funds, and certain investment offerings such as fixed income new issues where the conflict is otherwise
mitigated), or (2) by a company where an officer or director of CNB or Rochdale serves on the board of directors or board
of trustees (“Affiliated Securities”), the client by completing the Account Application and agreeing to the Terms and
Conditions, authorizes the Sub-Advisor to sell that investment. Rochdale as RBCS’ sub-advisor, will typically liquidate the
asset as soon as reasonably practicable. Please be advised that Rochdale cannot guarantee trade execution at a specified
price. All trade executions are subject to market conditions and other circumstances. In no event will Rochdale and/or
RBCS be responsible for any loss related to the liquidation.
If the client would prefer to continue to hold the asset, the client must notify RBCS of the client’s preference at the time the
asset is transferred into the account. (See Non-Managed Assets directly below regarding Non-Managed Assets and the
RBCS notification process.)
NON-MANAGED ASSETS
At the time that assets are transferred into an account, clients may direct RBC Securities to maintain certain securities or
assets as a “Non-Managed Asset”. RBCS cannot hold a Non-Managed Asset in a managed account. As a result, written
direction is required from the client via a RBCS Client Authorization for Non-Managed Assets expressly noting that the
asset is to be maintained in a RBCS non-managed brokerage account for the client. Non-Managed Assets are not part of
Program portfolios as RBCS and Rochdale cannot exercise investment discretion over or charge a Program fee on Non-
Managed Assets. Please speak with your RBCS Advisor if you have any questions related to Non-Managed Assets.
CUSTODY SERVICES
RBCS will establish a custodial account on behalf of each Program client with CNB’s Wealth Management Division or with
Charles Schwab & Co., Inc. (“Schwab”) (for all managed Individual Directed Accounts associated with the CNB Retirement
Plan) (each CNB or Schwab custodial account being a “Custodial Account”). As custodian, CNB or Schwab will hold the
Accounts’ assets in safekeeping, settle all trades, and provide statements to clients, among other custodial services. RBCS
will advise each client when the client’s Custodial Account has been opened. If a client opens a Program Account in the
name of an Individual Retirement Account (“IRA”) or qualified retirement plan (“Plan”), the trust or custody account at CNB or
Schwab in the name of the IRA or Plan will be deemed the Custodial Account for purposes of this Brochure. All references
to Schwab in this Brochure are in relation to Schwab as custodian for all managed Individual Directed Accounts associated
with the CNB Retirement Plan.
RBCS does not have custody of the assets in Custodial Accounts. RBCS, however, could be deemed to have custody over
client assets because clients authorize CNB and Schwab as custodians to deduct the Program Fees from their Custodial
Accounts. Clients receive statements at least quarterly from CNB or Schwab as qualified custodians for Program Accounts.
RBCS urges clients to carefully review the information in these statements against any statements provided by RBCS.
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FEES AND COMPENSATION
The Program is known as a wrap fee program because clients pay one bundled fee to compensate RBCS for portfolio
management, transaction costs and custodial services. Under the Program, each client pays an asset-based fee in
accordance with the Fee Schedules shown below calculated on the market value of the assets in the Account, including
cash held in the cash sweep program, and is charged monthly in arrears (the “Program Fee”).
In computing the asset value of an Account, a security listed on a national securities exchange will be valued, as of the
valuation date, at the closing price on the principal exchange on which it is traded. Any other security in an Account will be
valued in a manner determined by the Sub-Advisor or its agents in good faith to reflect fair market value. The Sub-Advisor
may rely on valuations furnished by Program vendors and/or their independent pricing services.
The Program Fee for each calendar month is paid monthly in arrears and will be calculated at one twelfth (⅟12) of the rates
set forth in the Fee Schedules.
For the purpose of calculating the Program Fee, the first month will commence on the first calendar month after the effective
date of the Fee Schedule.
The Client’s initial Program Fee payment will be due at the end of the calendar month wherein the Account was opened. The
Program Fee charged will be prorated for the period from the Account opening date through the last day of the calendar
month. Thereafter, Program Fees will continue to be charged monthly in arrears and will cover each subsequent calendar
month in its entirety.
Clients authorize CNB and Schwab as custodians to deduct the Program Fees from their Custodial Account.
In the event the Terms and Conditions are terminated by either party prior to the end of the billing period, a pro-rata refund
of the Program Fee will be made by RBCS to the client.
A wrap fee program may not be the lowest cost option if you would like to restrict your investments to open-end mutual
funds or other long-term investment products. Additionally, clients who are invested in a mutual fund, pooled investment
vehicle, and/or any other money market account will bear the expenses of that fund separate from fees charged by RBCS
for the Program. Clients should also note that the Program Fee does not include certain other fees and expenses. See
“Other Fees and Expenses” below for more information.
RBCS INVESTMENT ADVISORY PROGRAM FEE SCHEDULES
MODERATE GROWTH & INCOME, GROWTH & INCOME, CAPITAL GROWTH, AND AGGRESSIVE CAPITAL GROWTH
STRATEGIES
ANNUAL FEES ON MARKET VALUE OF THE ENTIRE PROGRAM ACCOUNT
Assets under Management:
1.25% on the first .............................................................................................................................. $1,000,000
1.00% on the next ........................................................................................................................... $4,000,000
0.75% on the next ........................................................................................................................... $5,000,000
0.50% in excess of ....................................................................................................................... $10,000,000
Account Minimums:
Minimum Annual Fee: ........................................................................................................................... $3,000
Minimum Annual Fee for unique or highly customized mandates ..................................... $12,500
CONSERVATIVE GROWTH & INCOME STRATEGY
ANNUAL FEES ON MARKET VALUE OF THE ENTIRE PROGRAM ACCOUNT
Assets under Management:
0.80% on the first .......................................................................................................................... $1,000,000
0.65% on the next........................................................................................................................ $4,000,000
0.40% on the next ........................................................................................................................ $5,000,000
0.30% in excess of..................................................................................................................... $10,000,000
Account Minimums:
Minimum Annual Fee ............................................................................................................................$3,000
Minimum Annual Fee for unique or highly customized mandates ..................................... $10,000
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FIXED INCOME STRATEGY
ANNUAL FEES ON MARKET VALUE OF THE ENTIRE PROGRAM ACCOUNT
Assets under Management:
0.50% on the first ......................................................................................................................... $5,000,000
0.40% on the next ........................................................................................................................ $5,000,000
0.30% on excess of ................................................................................................................... $10,000,000
Account Minimums:
Investment Type
Investment Strategy
Minimum Fee
Minimum Account Size
Taxable or Tax-Exempt
Taxable
Tax-Exempt
Taxable or Tax-Exempt
Taxable or Tax-Exempt
Multi Strategy
Short Intermediate - Standard
Short Intermediate – Standard
Intermediate – Standard
Any Strategy – Customized
$3,000
$3,000
$6,000
$6,000
$12,000
$250,000
$500,000
$1,000,000
$1,000,000
$2,000,000
LIQUIDITY MANAGEMENT STRATEGY
TAXABLE & TAX EXEMPT STRATEGY - ANNUAL FEES ON MARKET VALUE OF THE ENTIRE PROGRAM ACCOUNT
Assets under Management:
0.15% on the first:........................................................................................................................ $10,000,000
0.10% on the next: ...................................................................................................................... $10,000,000
0.08% in excess of ................................................................................................................... $20,000,000
Minimum Account Size .............................................................................................................. $5,000,000
Minimum Annual Fee ............................................................................................................................ $7,500
Qualified Retirement Plan and IRA Transaction Fees:
Set-Up/Renewal of a Note ................................................................................................................. $50.00
Incoming or Outgoing Payment on Note ......................................................................................... $7.50
Set-Up/Close Out of Unique Asset............................................................................................... $200.00
Disbursements (includes 1099R) ......................................................................................................... $7.50
Insurance Policies (Holding Fee) .............................................................................................. $7.50/year
BUSINESS MANAGERS ONLY WITH FIXED INCOME & LIQUIDITY MANAGEMENT STRATEGIES
TIERED FIXED INCOME
ANNUAL FEES ON MARKET VALUE OF THE ENTIRE PROGRAM ACCOUNT
Assets Under Management (other than Fixed Income Assets):
1.25% on the first ........................................................................................................................... $1,000,000
1.00% on the next......................................................................................................................... $4,000,000
0.75% on the next ........................................................................................................................ $5,000,000
0.50% in excess of .................................................................................................................... $10,000,000
Fixed Income Assets Under Management:
0.30% on Fixed Income Assets
Minimum Annual Fee ............................................................................................................................$3,000
LIQUIDITY MANAGEMENT
TAXABLE & TAX EXEMPT STRATEGY – ANNUAL FEES ON MARKET VALUE OF THE ENTIRE PROGRAM ACCOUNT
Minimum Account Size .............................................................................................................. $5,000,000
Minimum Annual Fee ............................................................................................................................ $7,500
Assets Under Management:
0.15% on the first......................................................................................................................... $10,000,000
0.10% on the next ....................................................................................................................... $10,000,000
0.08% in excess of ................................................................................................................... $20,000,000
FA-004 (Rev 01/2026)
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MISCELLANEOUS FEES
QUALIFIED RETIREMENT PLAN AND IRA TRANSACTION FEES
Set-Up/Renewal of a Note ................................................................................................................. $50.00
Incoming or Outgoing Payment on Note ......................................................................................... $7.50
Set-Up/Close Out of Unique Asset .............................................................................................. $200.00
Disbursements (includes 1099R) ......................................................................................................... $7.50
Insurance Policies (Holding Fee) ........................................................................................................ $7.50/yr.
Program Fees are negotiable in certain circumstances and may differ from client to client based upon a number of factors,
including the amount of the assets, the client-related services to be provided to the Account, the overall relationship with
RBCS and its affiliates and other relevant criteria. Program Fees may also differ as a result of the application of prior (legacy)
fee schedules depending upon a client’s Program Account inception date.
In certain circumstances, some Accounts may benefit from combined billing arrangements for existing family member
accounts with RBCS, or from combined assets under management across a business manager’s relationships to meet
assets under management thresholds for fee breakpoints. These arrangements have certain requirements. Please speak
with your Advisor if you have any questions regarding these arrangements.
RBCS compensates Rochdale for sub-advisory services provided to clients in connection with the Program in the amount of
30% of the monthly Program fees paid by clients. RBCS compensates CNB for custody services provided to Program clients
in the amount of 10% of Wealth Management Operations' salaries, fringes, and other benefits. The client should consider
that, depending upon a number of factors, including the level of the Program Fee charged and the amount of activity in the
client’s Account, the Program may cost the client more or less than purchasing the Program services separately through a
brokerage account. The client, however, may not obtain investment advisory services from RBCS other than through the
Program or the separate RBCS Asset Allocation Program. The Program Fees may be more or less, than fees charged by
sponsors of similar programs. Fees for our wrap fee program include brokerage, clearing and custodial costs as well as the
portfolio management fee of the Sub-Advisor.
Clients may be able to purchase individual securities and shares of mutual funds and ETFs outside of the Program directly
without purchasing the services of the Program or paying the Program fees (but subject to any applicable sales charges).
The specific shares of mutual funds offered through the Program may not be available to the general public; however, other
shares of the same mutual funds may be available with different fee structures. In the case of those mutual funds that are
offered generally to the public, the prevailing sales charge or other fees (as described in the mutual fund’s prospectus) may
be more or less than the expenses of classes of shares utilized in the Program.
MUTUAL FUND FEES AND EXPENSES
RBCS and its affiliates may have a variety of banking, financial, or service relationships with mutual funds in which Accounts
are invested. These relationships include acting as investment adviser or shareholder servicing agent. RBCS may receive
compensation from such funds in addition to the Program fee. Program Accounts will not be invested in mutual funds which
pay RBCS, the Sub-Advisor or their affiliates a front-end, back-end or contingent deferred sales charge. Fund level
management fees received by Rochdale may be partially or wholly rebated to the Account on a monthly basis as outlined in
the Affiliated Fund Fees section below. Additionally, distribution (12b-1) fees (if applicable) will be rebated to the Account on
a monthly basis.
Clients invested in mutual funds through this Program will bear a proportionate share of the fees and expenses of any
mutual fund in which their assets are invested. The mutual fund fees and expenses are in addition to the Program fees.
These fees and expenses may include investment advisory, administrative, distribution, transfer agent, custodial, legal, audit
and other customary fees and expenses charged by mutual funds. The client is encouraged to read the prospectuses of the
mutual funds in which the Account assets are invested for a more complete explanation of these fees and expenses.
FEES INCURRED FROM UNAFFILIATED FUND TRANSFERS, SURRENDER CHARGES OR CONTINGENT DEFERRED
SALES CHARGES
If a client transfers a previously purchased investment into a RBCS account, such as a mutual fund, annuity or alternative
investment, or liquidates the previously purchased investment and transfers the proceeds into a RBCS account, clients may
incur a fee (sometimes called a “surrender charge,” “contingent deferred sales charge” or “CDSC”) upon the sale or
redemption in accordance with the investment product’s prospectus. In many cases, the CDSC is only charged if a client
does not hold the security for a minimum period of time. If a client transfers a previously purchased mutual fund into an
account that is subject to a CDSC, then the client will pay that charge when the mutual fund is sold, unless the client
instructs otherwise. These fees are disclosed in separate disclosure documents that clients will receive. If RBCS believes it
is not in the client’s best interest to sell a fund with a remaining CDSC, RBCS will suggest placing it in a RBCS brokerage
account separate and apart from the Program Account and leaving it to age or discuss rebating the remaining CDSC fee
with the client.
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AFFILIATED FUND FEES
The Sub-Advisor, Rochdale, will use the Affiliated Funds in the Affiliated Fund Fee Table below for an Account if they are
appropriate, unless the client requests otherwise. RBCS and Rochdale believe that the Affiliated Funds are appropriate
investments for Program Accounts because they offer a variety of investment objectives and strategies and provide
professional investment management, diversification, and convenience.
When Rochdale buys shares of Affiliated Funds for an Account, Rochdale earns a management fee, Rochdale and/or its
affiliates receive shareholder servicing fees and, Rochdale’s affiliates also earn distribution (12b-1) fees in relation to the CNR
Fixed Income Opportunities Fund. Rochdale credits some of these fees back to Program Accounts as shown in the Affiliated
Fund Fee Table below.
Using Affiliated Funds presents Rochdale with a conflict of interest because Rochdale could buy similar unaffiliated funds for
an Account that do not pay management fees, shareholder servicing fees, distribution (12b-1) fees, or all of them, to
Rochdale or its affiliates. Those unaffiliated funds sometimes have lower overall fees than similar Affiliated Funds.
The RBCS Investment Advisory Program utilizes Servicing Class shares of Affiliated Funds where the Servicing Class shares
are available for purchase. Servicing Class shares of Affiliated Funds do not charge a distribution (12b-1) fee. The RBCS
Investment Advisory Program utilizes Class N shares of the CNR Fixed Income Opportunities Fund because the Servicing
Class shares are not available for purchase.
Rochdale mitigates its conflict of interest by rebating all of Rochdale’s portion of the fund-level management fees for the
Affiliated Funds and by CNR Securities, LLC (“CNR Securities”) rebating all of CNR Securities’ portion of the distribution (12b-
1) fees for the CNR Fixed Income Opportunities Fund, as shown in the Affiliated Fund Fee Table below. Rochdale rebates its
portion of Affiliated Fund management fees and distribution (12b-1) fees on a monthly basis in arrears for all Program
Accounts.
RBCS will provide advance notification of any changes to the Affiliated Funds management fee and distribution (12b-1)
rebate schedule.
SHAREHOLDER SERVICING FEES
Shareholder servicing fees compensate RBCS for responding to shareholder inquiries; processing shareholder purchases
and redemptions; performing shareholder account maintenance; sending fund proxy statements, annual reports and other
correspondence to shareholders; and providing office space, equipment, facilities and personnel to provide these services.
These and other fees are described in greater detail in the funds’ prospectuses and statements of additional information
(“SAIs”).
Rochdale and/or its affiliates retain the shareholder servicing fees received from Affiliated Funds, with the exception of
Employee Retirement Income Security Act of 1974, as amended (“ERISA”) qualified and other tax-deferred retirement
accounts invested in the City National Rochdale Select Strategies Fund and the City National Rochdale Strategic Credit
Fund, which are rebated entirely.
DISTRIBUTION (12B-1) FEES
Distribution (12b-1) fees compensate RBCS, Rochdale, and CNR Securities for paying their own personnel who are involved
in distribution-related activities with respect to the applicable Affiliated Funds. CNR Securities also uses distribution (12b-1)
fees it receives to pay other broker-dealers who sell Affiliated Fund shares. These and other fees are described in greater
detail in the Funds' prospectuses and SAls. These fees directly benefit RBCS, Rochdale, and CNR Securities.
FA-004 (Rev 01/2026)
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AFFILIATED FUND FEE TABLE
City National Rochdale Funds
Shareholder
Servicing Fee
Distribution
(12b-1) Fee
Fund
Management
Fee
Fund
Management
Fee Rebate
Shareholder
Servicing Fee
Rebate
Distribution
(12b-1) Fee
Rebate
100%
0.25%
N/A
None
N/A
0.26%1
Government Money Market Fund
– Servicing Class
0.50%
100%
0.25%
N/A
None
N/A
Municipal High Income Fund
– Servicing Class
0.50%3
100%4
0.25%
N/A
0.25%
100%
Fixed Income Opportunities Fund
– Class N6
0.50%2
100%
0.25%
100%5
None
N/A
Select Strategies Fund1
– Class Y
1.50%2,3
100%4
0.25%
100%5
None
N/A
Strategic Credit Fund1
– Class Y
1 RBC Rochdale (the Fund’s investment adviser (Investment Adviser)) has contractually agreed to waive its management fee for the
Government Money Market Fund such that the fee charged is 0.15% through January 31, 2027. Prior to that date, the arrangement may
be terminated without penalty (a) by the Fund’s Board of Trustees, or (b) by the Investment Adviser effective no earlier than January 31,
2027, upon at least 60 days’ prior written notice. Management fees waived by the Investment Adviser pursuant to this arrangement will
not be eligible for reimbursement by the Fund to the Investment Adviser.
2 The Investment Adviser has contractually agreed to waive its management fee and/or reimburse expenses to the extent necessary to
ensure that the Select Strategies Fund’s total annual operating expenses will not exceed 1.00% and the Strategic Credit Fund’s total
annual operating expenses will not exceed 1.95% (after fee waivers and/or expense reimbursements, and exclusive of front-end or
contingent deferred loads, taxes, interest, brokerage commissions, acquired fund fees or expenses, extraordinary expenses such as
litigation expenses, and other expenses not incurred in the ordinary course of the respective Fund’s business). These arrangements
will continue until July 27, 2026 for the Select Strategies Fund and until October 1, 2026 for the Strategic Credit Fund, and will
automatically renew for an additional one-year period unless sooner terminated by the respective Fund or by the Fund’s Board of
Trustees upon 60 days’ written notice to the Investment Adviser or termination of the advisory agreement between the Fund and the
Investment Adviser.
The Investment Adviser may recoup fees waived and expenses reimbursed for a period of three years following the date such
reimbursement or reduction was made if such recoupment does not cause current expenses to exceed the expense limit for the
respective Fund in effect at the time the expenses were paid/waived or any expense limit in effect at the time of recoupment.
3 Sub-advised Fund – The Fund Management Fee reflected in the table above is the total management fee paid by the Fund. The
management fee received by Rochdale and Affiliates is lower. If applicable per fee schedule, only the amount received by Rochdale is
rebated to the Account.
4 The Management Fee Rebate percentage reflected in the table above is applied against the net fee (net of fees paid to third party sub-
advisers) paid by the Fund to Rochdale. Management Fees paid to third party sub-advisers are not rebated by Rochdale.
5 The Shareholder Servicing Fee for the Select Strategies Fund and the Strategic Credit Fund is rebated only for all ERISA qualified and
other tax-deferred retirement accounts.
6 The RBCS Investment Advisory Program utilizes Class N shares of the Fixed Income Opportunities Fund because the Servicing Class
shares are not available for purchase.
Periodically, Rochdale intends to add new/additional funds to the Affiliated Funds offering. At the time your Account is
invested in one of these additional funds, we will notify you of our intent to add the fund and will deliver the fund’s
prospectus or summary prospectus to you. Failure to object will be treated as consent to the investment in the new fund.
You can terminate your approval for these additional funds by notifying RBCS in writing.
For ERISA qualified plans, prior to investing assets in one of these additional funds, we will provide the Responsible Plan
Fiduciary: (1) notice of our intent to add the fund and (2) certain disclosures in writing, including the fund’s prospectus or
summary prospectus. At the time of such notice, Responsible Plan Fiduciary will have the opportunity to terminate approval.
Failure to provide written notification of Responsible Plan Fiduciary’s intent to terminate within thirty (30) days of the notice
will be deemed to be approval of the investment in the new fund.
Please note that Rochdale may remove current Affiliated Funds. Rochdale may do so in its sole discretion and without
providing notice.
Clients should be advised that Rochdale’s affiliated broker-dealer, CNR Securities, may receive miscellaneous fees for
transactions effected in the Affiliated Funds. In addition, Rochdale has an incentive to invest client assets in products of
sponsors and fund managers that share their revenue with us, over other products of sponsors or fund managers that do
not share their revenue or who share less. Rochdale has a conflict of interest in earning more fees for itself and its affiliates.
A client’s total cost to own such funds may be higher than the cost of owning other, similar funds that are equally
FA-004 (Rev 01/2026)
Page 10 of 17
appropriate for a client’s account that do not share their revenue with us. Higher costs reduce fund performance and
therefore account performance.
OTHER FEES AND EXPENSES
The Program Fee covers the services that RBCS provides under the Program. The Program Fee does not cover certain other
fees and expenses such as brokerage commissions, transaction fees, and other related costs that clients will pay. Clients
may also incur other charges imposed by brokers, and other third parties such as fees charged by managers, contingent
deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees for
securities transactions.
Mutual funds, other pooled funds and ETFs also charge management fees, which are disclosed in a fund’s prospectus or
subscription documents. Such charges, fees and commissions are exclusive of and in addition to RBCS’ fee. The Sub-
Advisor, Rochdale, will receive a fee for managing the Affiliated Funds and the Sub-Advisor may receive some portion of
the commissions, fees, and costs mentioned above. In many cases, the client could invest in the same mutual fund or ETF
without paying a fee to RBCS, however, the client would then not receive advice, review, and monitoring services from the
Sub-Advisor.
Rochdale receives management fees from the Affiliated Funds out of which Rochdale pays sub- advisers who provide day-
to-day investment management services to those Funds utilizing a third-party sub-adviser. The fees that Rochdale receives
are disclosed in each fund’s prospectus or offering documents.
The specific fees and manner in which fees are calculated and charged are described in your fee schedule. In addition, you
should carefully review the Terms and Conditions prior to signing it.
Fees for our advisory services may be higher than fees charged by other advisers who offer similar services. You may be
charged different fees than similarly situated clients for the same services. You should carefully review this Brochure to
understand the fees and other sources of compensation that exist among our services prior to agreeing to the Terms and
Conditions with our firm.
NON-MANAGED ASSETS
At the time that assets are transferred into an account, clients may direct RBC Securities to maintain certain securities or
assets as a “Non-Managed Asset”. RBCS cannot hold a Non-Managed Asset in a managed account. As a result, written
direction is required from the client via a RBCS Client Authorization for Non-Managed Assets expressly noting that the
asset is to be maintained in a RBCS non-managed brokerage account for the client. RBCS and Rochdale cannot exercise
investment discretion over or charge a management fee on Non-Managed Assets. Please speak with your RBCS Advisor if
you have any questions related to Non-Managed Assets.
CASH BALANCES AND THE SWEEP PROGRAM
The City National Bank Deposit Sweep Program (the “CNB Deposit Sweep Program”) provides the client with the ability to
improve their cash management capabilities and obtain FDIC insurance coverage subject to applicable FDIC limits, and
earn interest on their cash balance while awaiting reinvestment.
HOW THE SWEEP PROGRAM WORKS
At the end of each business day, the client’s cash balance up to $250,000 is automatically “swept” into an interest-bearing
CNB Deposit Account eligible for FDIC insurance up to $250,000. Uninvested client assets that exceed $250,000 will be
swept into the City National Rochdale Government Money Market Fund (the “CNR Government Money Market Fund”).
These funds are referred to herein as “Sweep Funds”. If at the end of a business day funds are needed to cover debit
transactions in the Account, funds will be swept from the CNB Deposit Account and the CNR Government Money Market
Fund for deposit into the client’s investment account.
CNB DEPOSIT SWEEP PROGRAM
RBCS’s affiliate CNB has contracted with Total Deposit Solutions LLC, d/b/a R&T Deposit Solutions, LLC (“R&T”), to use the
CNB Deposit Sweep Program as a core account investment vehicle. Interest is paid on balances held in the CNB Deposit
Account. The interest rate to be paid is determined by CNB based upon current market rates. The interest rate paid by CNB
will vary and may be higher or lower than the interest rates available if clients make deposits directly with a bank or other
depository institution outside of the CNB Deposit Sweep Program or invest in money market funds or cash equivalent
investments. CNB does not have a duty to offer the highest rates available or rates that are comparable to other potential
investment options. The interest rate and the method to determine the rate are both subject to change. Clients can obtain
current rates and additional information from their Advisor.
FA-004 (Rev 01/2026)
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CNR GOVERNMENT MONEY MARKET FUND
The alternative core account investment vehicle, the CNR Government Money Market Fund, seeks to preserve investor
principal and maintain a high degree of liquidity while providing current income. In addition, the CNR Government Money
Market Fund seeks to maintain a $1.00 per share net asset value (“NAV”).
The yield on the CNR Government Money Market Fund will vary and may be higher or lower than the yields available if
clients invest in other comparable money market funds or cash equivalent investments. The CNR Government Money
Market Fund is not insured or guaranteed by the FDIC or any other governmental agency, and it is possible to lose money in
a money market fund. Clients should carefully review the CNR Government Money Market Fund prospectus and obtain
current yield and additional information from their Advisor or www.citynationalrochdalefunds.com.
CONFLICTS
RBCS has a conflict of interest in offering or utilizing the CNB Deposit Sweep Program because RBCS, its affiliate CNB, and
R&T help set the fee for the CNB Deposit Sweep Program. A higher retained Sweep Program fee by RBCS, CNB, and/or R&T
will result in lower interest amounts paid to clients. In addition, RBCS, CNB, Rochdale, our affiliates, and R&T receive
financial benefits from the CNB Deposit Sweep Program. Further, RBCS and Rochdale receive compensation on client
assets invested in the CNR Government Money Market Fund through fund shareholder servicing fees and management
fees, respectively.
This creates an incentive for RBCS to offer and utilize the Sweep Program. RBCS believes that these conflicts are
addressed through: (1) the CNR Government Money Market Fund Prospectus provided to the client at account opening, (2)
this Brochure provided to the client annually and when material changes occur, (3) monitoring the CNB Deposit Sweep
Program rate and the CNR Government Money Market Fund yield to ensure that a reasonably competitive rate and yield,
respectively, is received by Program Accounts, and (4) monitoring the cash allocations of Program Accounts.
ADVISORS’ COMPENSATION
Advisors will receive salary and incentives based in part on the fees charged to clients in the Program. Such payments may
be made for the duration of a client’s participation in the Program. The compensation paid to an Advisor relating to a client’s
participation in the Program may be more than the Advisor would receive if the client paid separately for brokerage and
other services from RBCS. As a result, Advisors may have a financial incentive to recommend an advisory fee program over
other non-advisory services offered by RBCS. A Program client may also have other accounts with RBCS in which advisory
fees are not charged. The payment of commissions in these accounts is negotiated on an entirely separate basis from the
payment of fees in the Program.
ITEM 5 – ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS
In order to open a Program Account, all clients must complete an Investment Advisory Program Application and agree to
the Program Terms and Conditions, each of which address important information about the Program. In addition, the
Program requires that the client maintain a minimum of $250,000 to invest. RBCS may waive this minimum at its discretion.
If a Program Account falls below the Program minimum, RBCS may terminate the Program Account at its discretion.
The Program is available to individuals, trusts, estates, charitable and not-for-profit organizations, and corporations with a
minimum of $250,000 to invest. The Program is also available to IRAs and Plans (pension and profit-sharing plans)
established under ERISA.
When providing services to clients that are subject to the ERISA, we may rely on various Prohibited Transaction Exemptions
(“PTEs”) available under ERISA, including PTE 84-14, which is only available to qualified professional asset managers (the
“QPAM Exemption”). On March 5, 2024, the French Court of Appeal rendered a judgment of conviction (the “Conviction”)
against Royal Bank of Canada Trust Company (Bahamas) Limited (“RBCTC Bahamas”), an affiliate of RBCS, and other parties
regarding a charge of complicity in estate tax fraud relating to actions taken relating to a trust for which RBCTC Bahamas
serves as trustee. In 2016, RBC was granted an exemption by the U.S. Department of Labor that allowed RBC and its
current and future affiliates to continue to qualify for the QPAM Exemption under ERISA despite the conviction of RBCTC
Bahamas in the French proceeding for a temporary one-year period from the date of conviction. In 2025, the Department of
Labor granted RBC an exemption providing longer-term relief, which is effective from August 12, 2025 through March 4,
2030.
FA-004 (Rev 01/2026)
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ITEM 6 – PORTFOLIO MANAGER SELECTION AND EVALUATION
SELECTION AND EVALUATION
In engaging the Sub-Advisor to provide investment advisory services to Program clients, RBCS has reviewed the
background and experience of the Sub-Advisor’s investment professionals, the investment process used by the Sub-
Advisor, the investment advisory services provided by the Sub-Advisor to its clients, the nature and size of the Sub-Advisor’s
clients, and the services and fees proposed in relation to Program clients. On at least an annual basis, RBCS will conduct a
review of the Sub-Advisor for the purpose of evaluating the Sub-Advisor’s performance and compliance with the terms of its
appointment as Sub-Advisor. The review shall include consideration of the Sub-Advisor’s investment performance relative
to appropriate benchmarks and its adherence to Account guidelines, investment style, and quality of securities. The review
will not independently verify the accuracy or completeness of information that has been provided by the Sub-Advisor
and/or other third-party sources and will not confirm the information’s compliance with investment adviser presentation
standards or that the information is calculated on a uniform and consistent basis. RBCS believes that this information is
accurate, in compliance with relevant presentation standards and calculated on a uniform and consistent basis; however,
RBCS does not guarantee the same.
RBCS in its sole discretion can replace or recommend replacing the Sub-Advisor with another manager at any time without
providing clients notice if changes to the Sub-Advisor’s investment professionals, investment process, service and/or
performance require the same.
PORTFOLIO MANAGER AND AFFILIATED SUB-ADVISOR CONSIDERATIONS
RBCS does not act as portfolio manager for the Program and its affiliation with the Sub-Advisor creates financial conflicts of
interest over potentially recommending an unaffiliated third-party portfolio manager. These conflicts of interest are
discussed above under Item 4 – Services, Fees and Compensation and below under Item 9 – Additional Information,
Other Financial Industry Activities and Affiliations, as well as throughout this Brochure.
CONFLICTS OF INTEREST RELATING TO THE AFFILIATED FUNDS
RBCS has retained its affiliate Rochdale as a Sub- Advisor for its advisory programs. As Sub-Advisor, Rochdale has
discretion to purchase Affiliated Funds for clients. Rochdale earns management fees from the Affiliated Funds, and
Rochdale and/or its affiliates earn shareholder servicing fees from the Affiliated Funds. Rochdale at times will recommend
or buy the Affiliated Funds for clients, even when similar unaffiliated funds charge lower fees. Clients should be aware that
multi-layering of fees may occur when Rochdale purchases City National Rochdale Funds or other affiliated funds on behalf
of clients. The total cost to hold these funds may be higher than other unaffiliated funds which are equally appropriate for a
client’s account. Higher fees will reduce the investment performance of the client’s Account overall.
Using Affiliated Funds presents Rochdale with a conflict of interest because Rochdale could buy similar unaffiliated funds
for an Account that do not pay management fees, shareholder servicing fees, distribution (12b-1) fees, or all of them, to
Rochdale or its affiliates. Those unaffiliated funds sometimes have lower overall fees than similar Affiliated Funds.
The RBCS Investment Advisory Program utilizes Servicing Class shares of Affiliated Funds where the Servicing Class shares
are available for purchase. Servicing Class shares of Affiliated Funds do not charge a distribution (12b-1) fee. The RBCS
Investment Advisory Program utilizes Class N shares of the City National Rochdale Fixed Income Opportunities Fund
because the Servicing Class shares are not available for purchase.
Rochdale mitigates its conflict of interest by rebating all of Rochdale’s portion of the fund-level management fees for the
Affiliated Funds and by CNR Securities rebating all of CNR Securities’ portion of the distribution (12b-1) fees for the City
National Rochdale Fixed Income Opportunities Fund, as shown in the Affiliated Fund Fee Table under Item 4 – Services,
Fees and Compensation above.
ITEM 7 – CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS
As discussed above under “Wealth Advisory Services,” information obtained from a client regarding the client’s current
financial position, financial goals, investment timeframes, and risk profile, which information the Advisors will obtain through
discussion with and records gathered from each client, will be shared with the Sub-Advisor and will become the foundation
for the recommendation of an investment strategy for each Program Account.
After an Account is opened, clients are responsible for promptly notifying their Advisors if there have been any changes in
their financial situation or investment objectives or if they wish to impose or modify any reasonable restrictions on the
management of their Account.
At least monthly, clients (with Accounts custodied with CNB) will be reminded via a message on their statements received
from CNB to notify their Advisors if there have been any changes in their financial situation or investment objectives or if
they wish to impose or modify any reasonable restrictions on the management of their Account. If RBCS is notified by the
FA-004 (Rev 01/2026)
Page 13 of 17
client of a material change to Account information previously provided by the client, RBCS will advise Rochdale of the same
within a reasonable timeframe.
Advisors will also contact clients at least annually to determine whether there have been any material changes in a client’s
financial situation, including risk tolerance, investment objectives and time horizons, and whether the client wishes to
impose any reasonable restrictions on the management of the Account or reasonably modify existing restrictions, and to
revalidate the client’s investment strategy. The Advisor, in consultation with the client, will determine if any information
provided by the client dictates a change in the client’s asset allocation or investment strategy and may consult with the
client in the process. RBCS and the Sub-Advisor will periodically review client Program Accounts.
In the course of normal business, RBCS, the Sub-Advisor, CNB, and Schwab will have access to confidential client
information, including but not limited to information provided by the client, copies of clients’ monthly statements and on-line
access to client account information. RBCS, the Sub-Advisor, CNB, and Schwab have adopted codes of ethics and
implemented procedures to ensure the integrity of client information and the uses to which such information may be put. In
addition, RBCS, the Sub-Advisor, CNB, and Schwab have adopted privacy policies that will be provided to clients at the time
Program Accounts are established.
ITEM 8 – CLIENT CONTACT WITH PORTFOLIO MANAGERS
Advisors at RBCS will be the primary point of contact for Program clients. Every Advisor will be a Registered Representative
of RBCS. Advisors will be responsible for meeting with clients to discuss their financial goals and objectives.
If a client wishes to contact RBCS about his or her Account, the client should contact his or her Advisor, who will respond to
client questions or coordinate communications with a member of the Sub-Advisor who is knowledgeable about the client’s
Account and its management.
ITEM 9 – ADDITIONAL INFORMATION
DISCIPLINARY INFORMATION
In the ordinary course of business, RBCS may be involved in regulatory examinations and/or litigation and may enter into
orders, consents, and settlements with RBCS’ regulators and other third parties. Directly below is a legal and disciplinary
event that may be material to your evaluation of our advisory business.
In 2017, FINRA investigated a former RBCS registered employee of an affiliated registered investment adviser, Convergent
Wealth Advisors (“CWA”), which was located in Potomac, MD. The investigation concerned an allegation that there was a
failure to supervise the outside business activity of the CEO. RBCS was not aware of the activity in question but did consent
to an Acceptance, Waiver, and Consent, without admitting or denying the findings, with the imposition of a censure and a
$250,000 fine. Due to changes in the business model for CWA, CWA ceased having employees registered with RBCS as of
January 1, 2016, and has not been affiliated with RBCS since September 2016.
OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
RBCS is registered with the SEC as an investment adviser and broker-dealer, and is a member of FINRA and SIPC. Some of
RBCS’ management personnel and all of RBCS’ Advisors are registered with FINRA as registered representatives of RBCS
in its capacity as a broker-dealer.
As noted above, RBCS is a wholly-owned subsidiary of CNB and CNB is a wholly-owned subsidiary of RBC USA Holdco
Corporation, which is a wholly-owned subsidiary of Royal Bank of Canada.
In addition to sponsoring the Program and the separate RBCS Asset Allocation Program, RBCS’ primary business is
providing brokerage services to its clients. As a broker-dealer and member of FINRA, RBCS provides advice on a variety of
fixed income securities, approved mutual funds, preferred stocks, brokered CDs and 529 plans, unit investment trusts, and
structured products. RBCS also provides equity execution services and provides brokerage services to individuals,
investment companies, pension and profit sharing plans, trusts, estates and charitable organizations, and businesses.
RBCS is committed to acting in the best interests of our clients. RBCS has adopted policies and procedures to help ensure
that it meets its fiduciary responsibilities and to prevent improper conduct wherever potential conflicts of interest may exist
with respect to a client. Conflicts that may exist and RBCS’ efforts to mitigate these conflicts are discussed throughout this
Brochure, including below.
CITY NATIONAL BANK
City National Bank is an FDIC member and a subsidiary of RBC. CNB provides a wide range of financial services to its
clients, including serving as custodian for certain Program Accounts and providing the Sweep Program for Program
Accounts. Please refer to Item 4 – Services, Fees and Compensation, Custody Services and Item 4 – Services, Fees and
FA-004 (Rev 01/2026)
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Compensation, Cash Balances and the Sweep Program above for additional information regarding the services provided
by CNB and potential conflicts of interest.
ROCHDALE
Rochdale is an SEC-registered investment adviser, an affiliate of RBCS and CNR Securities and a wholly-owned subsidiary of
CNB. Rochdale provides investment management services to its clients, including serving as Sub-Advisor for Program
Accounts. Please refer to Item 4 – Services, Fees and Compensation above, as well as other disclosure throughout this
Brochure and below for additional information regarding the services provided by Rochdale and potential conflicts of
interest.
In addition to the potential conflicts of interest discussed above, clients should also know that the Sub-Advisor may invest its
other client accounts in portfolios that are similar to the Program strategies and that invest in the same securities in which
Accounts are invested under the Program. As a result, the Sub-Advisor may place trades for its other client accounts before
Program Accounts. In this circumstance, the prior trading of the Sub-Advisor may cause trades ultimately placed by the Sub-
Advisor for Program Accounts to be subject to price movements, particularly with large orders or where securities are thinly
traded, that may result in Program Accounts receiving prices that are less favorable than the prices obtained by the Sub-
Advisor for its other client accounts. Because RBCS does not control the Sub-Advisor’s execution of transactions for its other
client accounts, RBCS cannot control the market impact of such transactions.
Additionally, the Sub-Advisor has arrangements with certain brokers through which Program trades may be executed, under
which a portion of the amount of commissions paid is used to purchase research or brokerage services. These
arrangements are referred to as “soft dollar” arrangements and are permitted under Section 28(e) of the Securities
Exchange Act of 1934 if the investment adviser (the Sub-Advisor or Rochdale in this circumstance) has determined in good
faith that the amount of the commission is reasonable in relation to the value of the research and brokerage services
provided. In this regard, the Sub-Advisor has determined that the amount of the commissions paid in relation to Program
trades is reasonable in relation to the value of the research and brokerage services provided and that the Sub-Advisor’s
clients as a group, including Program Accounts, benefit from the services.
Proprietary Research and Brokerage Services
Rochdale receives proprietary research and brokerage services from certain broker-dealers that execute trades for
Rochdale’s clients, including Program Accounts. Proprietary research generally includes access to internal investment
research, economic analysis, industry and company reviews, and investment performance publications that assist Rochdale
in its investment decision-making process. This type of research does not have an identifiable value and is provided based
on total trading activity of Rochdale for all of its clients, including Program Accounts. The brokerage services include
effecting securities transactions and performing incidental functions such as clearance, settlement, and custody.
Hard and Soft Dollar Arrangements
In addition to proprietary research, Rochdale receives third-party research, and brokerage and non-brokerage services
and/or credits from certain broker-dealers that execute trades for Rochdale’s clients, including Program Accounts, under
hard and soft dollar commission agreements or arrangements. As a result of these agreements or arrangements, clients
may pay commissions higher than those charged by other broker-dealers. The hard and soft dollar commission
arrangements are as follows:
Soft Dollar Commission Per Share
Broker-Dealer
Instinet
SEI Investments Distribution Co.
Hard Dollar Commission Per Share
$0.0070
$0.0112
$0.0280
$0.0238
Third-Party Research Services
In Rochdale’s last fiscal year, Rochdale utilized the above noted hard and soft dollar commission arrangements to obtain
third-party research services including, but not limited to, analyses or reports concerning issuers, industries, securities,
economic trends, and portfolio strategy. The research services were not provided to Rochdale with respect to any specific
Rochdale client or investment product. As a result, an estimate of the value of the research services received by Rochdale
in connection with a specific client is not calculable with any level of precision and Rochdale does not attempt to allocate
soft dollar benefits proportionately across its clients.
When Rochdale utilizes client commissions to obtain research and brokerage services, Rochdale receives a benefit
because Rochdale does not have to pay (or pays a reduced rate) for the research and brokerage services. As a result,
Rochdale may have an incentive to select or recommend a broker-dealer based on Rochdale’s interest in receiving
research and brokerage services from that broker-dealer, rather than Rochdale’s clients’ interest in receiving the best price
or commission (most favorable execution). This presents Rochdale with a conflict of interest. Rochdale believes that its use
of hard and soft dollar commission arrangements provide appropriate assistance to Rochdale in its investment decision-
making process and benefit clients. and Rochdale mitigates its conflict of interest by following certain related policies and
procedures.
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Please refer to Item 4 – Services, Fees and Compensation above, as well as other disclosure throughout this Brochure for
additional information regarding the services provided by Rochdale, fees related to these services, potential conflicts of
interest, and how these conflicts are mitigated. For additional information regarding the research and brokerage services
that Rochdale obtains, please refer to Rochdale’s Form ADV Part 2A, Firm Brochure – Bank Channel.
CNR SECURITIES
CNR Securities is a FINRA-registered broker-dealer, an affiliate of RBCS and Rochdale, and a wholly-owned subsidiary of
CNB. CNR Securities provides a variety of broker-dealer services to its clients, including but not limited to, serving as a Sub-
Distribution Coordinator for the Affiliated Funds. The Affiliated Funds are distributed by SEI Investments Distribution Co.
(“SIDCO” or the “Distributor”), which is unaffiliated with CNR Securities. SIDCO has entered into a Distribution Coordination
Agreement with the Affiliated Funds and CNR Securities pursuant to which CNR Securities acts as Sub-Distribution
Coordinator for the Affiliated Funds and receives the entirety of the fees received by SIDCO pursuant to the Distribution
Plan. CNR Securities then reallows those fees to broker-dealers and service providers, including Rochdale and other
affiliates, for payments for distribution services of the type identified in the Distribution Plan, and retains any undistributed
balance of fees received from the Distributor. Please refer to disclosure throughout this Brochure and in the Affiliated
Funds’ prospectuses and statements of additional information regarding the services provided by CNR Securities and
potential conflicts of interest.
FUNDS AND OTHER PRODUCTS ADVISED BY AFFILIATES
As discussed above, RBCS has retained its affiliate, Rochdale to provide investment advisory and portfolio management
services in a sub-advisor capacity for the Program’s clients. Rochdale is the sponsor of and investment adviser to the
Affiliated Funds. As discussed above, certain clients, as well as Rochdale and/or its employees, directors, and officers invest
in the Affiliated Funds. When Rochdale buys shares of Affiliated Funds for an Account, Rochdale earns a management fee,
Rochdale and/or its affiliates receive shareholder servicing fees and, for certain Affiliated Funds, Rochdale’s affiliates also
earn distribution (12b-1) fees.
Using Affiliated Funds presents Rochdale with a conflict of interest. Rochdale mitigates its conflict of interest by rebating all
of Rochdale’s portion of the fund-level management fees for the Affiliated Funds and by CNR Securities rebating all of CNR
Securities’ portion of the distribution (12b-1) fees for the Affiliated Funds on a monthly basis in arrears for all Program
Accounts. In addition, Rochdale believes that its conflict is also addressed through: (1) the Affiliated Fund prospectuses, (2)
this Brochure provided to the client annually and when material changes occur, and (3) to the extent that Rochdale or any
employee, director or officer is an investor in the Affiliated Funds, each shares in any gains or losses proportionally with all
other investors. For additional information on the Affiliated Funds and conflict mitigation, please see Item 4 – Services, Fees
and Compensation, Affiliated Fund Fees above.
In addition, certain RBCS and Rochdale affiliates also serve as investment adviser and/or sub-advisor to mutual funds and
other products. This presents Rochdale with a conflict of interest. Rochdale mitigates its conflict of interest by not
purchasing RBC Funds or other products advised by affiliates for Program Accounts.
AFFILIATED TRANSFERRED-IN SECURITIES
The ultimate parent company of RBC Securities and Rochdale is RBC. Securities affiliated with or issued or sponsored,
underwritten, or placed (sold) as part of a new issue investment offering (1) by or for RBC or an RBC affiliate (with the
exception of the Affiliated Funds, RBC Funds, and certain investment offerings such as fixed income new issues where the
conflict is otherwise mitigated), or (2) by a company where an officer or director of CNB or Rochdale serves on the board of
directors or board of trustees (“Affiliated Securities”) create a conflict of interest for RBCS as the investment adviser and
Rochdale as the sub-advisor of your portfolio. Due to this conflict of interest, RBCS and Rochdale cannot exercise
investment discretion over or charge a Program fee on Affiliated Securities, and Affiliated Securities cannot be maintained
in a managed account.
As a result, if a client transfers Affiliated Securities to their Program Account, unless you promptly provide RBCS written
instructions via a RBCS Client Authorization for Non-Managed Assets at the time the assets are transferred into the
account expressly noting that the asset is to be maintained in a RBCS non-managed brokerage account, Rochdale as RBCS’
sub-advisor, will typically liquidate the asset as soon as reasonably practicable. Please be advised that Rochdale cannot
guarantee trade execution at a specified price. All trade executions are subject to market conditions and other
circumstances. In no event will Rochdale and/or RBCS be responsible for any loss related to the liquidation.
Non-Managed Assets are not part of Program portfolios as RBCS and Rochdale cannot exercise investment discretion over
or charge a Program fee on Non-Managed Assets. Please speak with your RBCS Advisor if you have any questions related
to Non-Managed Assets.
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CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING
CODE OF ETHICS
RBCS has adopted a written Code of Ethics (the “Code”) that establishes various procedures with respect to investment
transactions in which RBCS’ related persons have a beneficial interest that are designed to reduce the potential for conflicts
of interest. RBCS’ employees, officers and directors are dual employees of CNB, and are also subject to CNB’s Code of
Ethics.
In order to monitor compliance with its personal trading policy, RBCS has adopted a quarterly securities transaction policy
for all of its Access Persons. For purposes of the policy, an Access Person’s “personal account” generally includes any
account (a) in the name of the Access Person, his/her spouse, and his/her minor children or other dependents residing in
the same household, b) for which the Access Person is a trustee or executor, or c) which the Access Person controls and in
which the Access Person or a member of his/her household has a direct or indirect beneficial interest.
The RBCS Code generally sets the standard of business that RBCS requires of all colleagues associated with the Program,
requires these colleagues to comply with applicable federal securities laws, and sets forth provisions regarding personal
securities transactions by Access Persons. Additionally, the Code sets forth RBCS policies and procedures with respect to
material, non-public information and other confidential information, and the fiduciary duties that RBCS and each of its
colleagues whose responsibilities include the Program have to RBCS clients. The Code is circulated at least annually to all
colleagues whose responsibilities include the Program, and each of these colleagues must certify in writing at least
annually that he or she has received and followed the Code and any amendments thereto. RBCS shall provide a copy of its
Code to any client or potential client upon request to RBCS_Compliance@cnb.com.
PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS
RBCS may purchase or sell, or recommend for purchase or sale, securities for which RBCS, its affiliates, or their respective
officers, directors, or employees (“related persons”), directly or indirectly, has a position or interest, or which it or any related
person buys for himself or herself. Such transactions may also include trading in securities in a manner that differs from, or
is inconsistent with, the advice given to RBCS clients. RBCS and Rochdale have established policies and procedures for
RBCS and Rochdale employees and related persons in order to ensure that they meet their fiduciary responsibilities and to
prevent improper conduct wherever potential conflicts of interest may exist with respect to a client. RBCS or Rochdale may
invest its clients’ accounts in portfolios which are similar to Program portfolios and which invest in the same securities in
which Program Accounts are invested under the Program.
REVIEW OF ACCOUNTS
The Sub-Advisor conducts an initial and annual investment review of all Program Accounts.
NATURE AND FREQUENCY OF REPORTS
CNB and Schwab, as custodians, will provide Program clients with Account statements each calendar month (CNB) or each
calendar month or quarter depending on Account activity (Schwab). Account statements will reflect all activity occurring
during the period covered by the statement and a list of all securities and cash held in the Account at the end of the period.
Account statements will also reflect any dividends or interest payments that have been credited to the Account.
For Accounts custodied with CNB, you may also receive quarterly performance measurement reports provided by the Sub-
Advisor, Rochdale, which recap investment performance for the Account for the period. Performance of Program Accounts
will be calculated on a trade date basis, using a time-weighted formula that includes principal market value changes, daily
weighted cash flows, as well as income accrued and received. Performance information assumes reinvestment of all
dividends and capital gains, unless an Account has been set up otherwise.
As the owner of the securities held in your Account, you have the right to receive documents related to the securities,
including mutual fund prospectuses. Under the Terms and Conditions of the Program, you agree to waive your right to
receive any security related documents, except as specifically set forth in the Terms and Conditions.
RBCS will promptly forward to you all class action elections that are received from issuers of securities which constitute all
or any portion of the assets. Rochdale will not have any authority to agree on your behalf, or RBCS to participate, nor render
advice, in any class action lawsuit with respect to which you may otherwise be entitled to participate through an investment
held in your Account.
CLIENT REFERRALS AND OTHER COMPENSATION
RBCS does not compensate for client referrals.
FINANCIAL INFORMATION
RBCS is not aware of any financial condition that is reasonably likely to impair its ability to meet contractual and fiduciary
commitments to clients.
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