Keeping you informed
Conflicts of Interest Disclosure June 2022
RBC Capital Markets is the global brand name for the capital markets business of Royal Bank of Canada and its affiliates,including RBC Dominion Securities Inc. in Canada.
At RBC Capital Markets we have established policies and procedures designed to identify, disclose, manage and, wherenecessary, avoid material conflicts of interest in relation to our firm, our clients and third parties. This includes actual,potential and perceived material conflicts of interest.
In accordance with new Canadian securities laws coming into effect on June 30, 2021, we are providing the following
updated Conflicts of Interest Disclosure to you on behalf of RBC Dominion Securities Inc. (“RBCCM”, “us” or “we”). It
explains in greater detail, potential material conflicts of interest that may arise as a normal part of doing business with us,
how they may affect your interests as our client, and how we intend to address them in your best interest.
We have longstanding processes in place to manage potential material conflicts and we welcome this opportunity to provide
you with more information. Please find below some examples of potential material conflicts and how we intend to address
them. We will also strive to keep you informed in a timely fashion should we identify any other material conflicts that would
adversely affect your interests in the future.
Generally, RBCCM identifies and addresses material conflicts of interest through established policies and procedures,including the Royal Bank of Canada (RBC) Code of Conduct.
Type of potential conflict
RBCCM relationship•In the course of providing services to you, we may
enter into transactions or arrangements with otherrelated entities within the RBC group of affiliatedcompanies (“RBC companies”).
•We may accept services from, or provide services to,other RBC companies or other persons or companies
which are related or connected to us.
•This may give rise to the perception that, whenproviding services or products to you, we will favor
the business interests of RBC companies.

How we intend to address it•

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1

| R B C C A PI TAL M AR K ET S

The members of the RBC companies are separate
legal entities, each with information barriers andtailored compliance systems.
We only enter into transactions and arrangementswith RBC companies where they are permitted underapplicable securities laws.
We adopt internal policies and procedures, including
policies on maintaining the confidentiality of client
information.
We establish services agreements with other RBC
companies so all parties are contractually bound tocarry out their duties honestly and in good faith, andto exercise the degree of care, diligence and skill thata reasonably prudent person would exercise incomparable circumstances.
We conduct due diligence and ongoing monitoringof services being provided in a similar manner as ifthe RBC companies were not related entities.

RBC proprietary products
We may make available to you products of affiliated•RBC companies, including but not limited toexchange traded funds and structured notes.
•
This may give rise to the perception that, whenproviding products to you, we will favor the businessinterests of RBC companies.

•••

Related and Connected Issuers•
We may make available to you products of related andconnected issuers within the RBC companies.
•This may give rise to the perception that, whenproviding products to you, we will favor the businessinterests of RBC companies.

•••

Trading in securities we underwrite•
We may provide advice, act as an underwriter orprovide other services to an issuer of securities, whichsecurities we may make available to you.
•As we receive fees for services to issuers, we may beperceived to be financially motivated to offer, buy oradvise on securities for your account where we haveprovided or may provide services to the issuer.

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Allocation of limited investment opportunities•
When allocating investment opportunities to clients,
including Initial Public Offerings (IPOs), we may beperceived as favoring one client or group of clientsover another when allocating these opportunities, as
they are limited.

Trade execution•Royal Bank of Canada ("RBC") holds a noncontrolling equity ownership position in Tradelogiq
Group Inc. (“TGI”), and has representation on TGI’s
Board of Directors•
We may be perceived as favoring certain dealers
and/or marketplaces that provide us with certain
benefits or rebates.
•There may be a perception that an employee may
potentially use confidential client information of one
client for the benefit of another client, or for theinterest of RBC companies.

2|R B C C A P I TA L M A R K E T S

We obtain client instructions for transactions on
investments, including proprietary products of RBC
companies.
We apply a product review process that considers
various factors in assessing whether proprietaryproducts of RBC companies should be included in
RBCCM offerings to clients.
We provide requisite disclosure of applicable
relationships and activities to clients.
We obtain client instructions for transactions on
investments, including in securities of a related orconnected issuers of RBCCM.
We provide requisite disclosure of applicable
relationships and activities to clients.
We indicate securities that are for related orconnected issuers of RBCCM on your tradeconfirmations and account statements.
We have established procedures in place that arereasonably designed to prevent material non-public
information held by one business from being
disclosed to another.
We have established policies that are reasonably
designed to ensure trading in securities is performedin accordance with applicable securities laws andregulations.
Conflicts disclosures, or a link to the disclosures, areattached to RBCCM research reports including when
we have managed or co-managed a public offering ofsecurities in the past 12 months.
We have established procedures designed to restrict
RBCCM from making trading-related
recommendations with respect to an issuer when weare acting as underwriter or syndicate member during
an offering of such issuer.

•We have established policies that are reasonably
designed to ensure the allocation of investment
opportunities amongst client accounts is performedin accordance with applicable securities laws andregulations.

•We have established policies that are reasonably
designed to ensure RBC Dominion Securities Inc.
complies with applicable securities laws andregulations with respect to handling of client orders,
including our Best Execution Policy.
A copy of our Best Execution Policy can be foundhere: https://www.rbccm.com/globalequity/file674250.pdf
We have policies and procedures that are reasonably
designed to ensure that client information is notshared with another client or used by traders tobenefit the firm’s own trading.

••Referral arrangements•We may refer clients to other RBC companies andreceive a referral fee.
•This may be perceived as being in RBCCM’s financial
interest, and potentially divergent from an interest you
may have in being referred to a third-party unrelated
to RBBCM with respect to the type of product orservice that you have requested.
Gifts and entertainment•Gifts or entertainment received or given to or fromclients, third parties or other employees may beperceived as potentially inappropriately influencing
an external party or employee.

Outside business activities•Our employees may engage in approved outsidebusiness activities for which they may receivecompensation.
•This may include acting as a director externally or for
an RBC company.
•Outside business activities may be perceived as
potentially influencing an employee’s professional
dealings with a client.

•

We have established policies and procedures
reasonably designed to manage any potential
material conflict of interest arising from referralarrangements.

•We have established policies and procedures
reasonably designed to ensure gifts or entertainment
received or given are limited, are in accordancewith applicable law and regulation, and areconducted in the spirit of the business to foster andmaintain the business relationship.

•We have established internal policies and procedures
reasonably designed to ensure that prior to engaging
in an outside business activity, employees discloseand obtain approval from their Supervisor andCompliance. Potential conflicts of interest areidentified and addressed via an established approval
process.
Where required by law or regulation, such activities
may be disclosed to the applicable regulator.
We have established policies and procedures
reasonably designed to 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 internal approval.
We have established internal policies and proceduresthat are reasonably designed to supplement
regulatory requirements, including our policies on
privacy and confidentiality of information.
We establish information barriers that are reasonably
designed to prevent unauthorized transmission ofconfidential information.

••••

Personal Trading•
Employees may have access to confidential
information regarding the trading activities of aclient.
•There may be a perception that an employee may
potentially use the information of one client for thebenefit of another client, or for their personal interest.

•••

3|R B C C A P I TA L M A R K E T S

We have established policies and procedures that arereasonably designed to ensure trading in securities isperformed in accordance with applicable securities
laws and regulations.
We have established information barriers that arereasonably designed to prevent unauthorizedtransmission of confidential information.
We have established policies and procedures
reasonably designed to supplement regulatory
requirements to address personal trading including:•At the time of hiring, and on an annual basis,
obtaining from applicable employees disclosure of
trading accounts (i.e. PRO accounts); and•
Monitoring and reviewing transactions in PRO
accounts on a regular basis.