RBC Capital Markets Regulatory Disclosures: Equities and Listed Options
Introduction
RBC Capital Markets, LLC (“RBCCM” or “Firm”) is supplying its institutional clients with the disclosures
outlined below in order to provide important information about our services. Please read these
disclosures carefully and retain them for future reference. If you have any questions regarding RBCCM’s
Regulatory Disclosures, or wish to discuss them further, please contact your RBCCM sales coverage for
additional information.
If you are a Wealth Management client, please refer to relevant RBC Wealth Management disclosures
here.
Compliance with Applicable Laws
RBCCM is committed to conducting its business in compliance with all applicable governmental laws, rules
and regulations. As a reminder, we expect that all orders received from each client comply with and fulfill
all obligations under applicable laws, rules and regulations, and with the policies and practices of securities
and futures exchanges and clearing houses, alternative trading facilities, and self-regulatory organizations.
Best Execution
RBCCM takes a number of factors into consideration in determining how to route and execute customers’
orders, including but not limited to: the size and type of order (i.e., Market, Limit, etc.), the terms andconditions of the order, the trading characteristics of the security, the character of the market for the
security, the accessibility of liquidity, transaction costs, the opportunity for price or size improvement, thespeed of execution, and the level of service provided by the market venue. In addition, the pricing
structure offered by certain exchanges may result in RBCCM receiving rebates or paying fees when postingorders which provide liquidity or executing against resting orders to remove liquidity. RBCCM does nothandle orders with the goal of minimizing fees or collecting exchange rebates. We may, however, factor
these fees or rebates into our order routing methodology only when all other best execution factors arecomparable. In some instances, the amount of rebates may exceed the fees paid.
1Order Handling
Orders received marked as “held” will be handled on that basis. However, orders handled via electronicorder execution services or smart order routing (“SOR”) technology will be executed on a “not held” basis.
For example, all orders routed to RBCCM’s trading algorithms and SORs (collectively, “Algorithmic Trading
Systems”) will be handled on a “not held” basis, unless marked otherwise, granting RBCCM time and pricediscretion for your orders. Where a conflict arises between an order that is designated as "held," but also
contains explicit order instructions to be "worked," or is designated to be executed via RBCCM’s
Algorithmic Trading Systems, RBCCM reserves the right to treat the order as “not held.”
If you are a Wealth Management client, please find the relevant Order Handling disclosures here.
SEC Rules 605 & 606
The following disclosure provides information about RBCCM’s publication of Order Execution Informationin compliance with SEC Rule 605 and Order Routing Information in compliance with SEC Rule 606. SEC
Rule 605 requires firms to publish certain execution quality statistics on a monthly basis related to eachfirm’s handling of “held” orders. Additionally, SEC Rule 606(a) requires firms to publish certain information
on a quarterly basis related to each firm’s routing behavior of “non-directed” customer order flow. SEC
rules require all registered broker-dealers that route orders in certain equity and option securities to makepublicly available quarterly reports that present a general overview of a firm's in-scope order routing
practices. In accordance with SEC requirements, RBCCM is publishing statistical information about its
routing of certain customers' orders in NMS Securities and Listed Options.
Additionally, SEC Rule 606(b)(1) and 606(b)(3) requires firms to produce, upon request, customer-specificreports, available in either PDF or most recent versions of the XML schema format, containing orderrouting information for the six months prior to such request. SEC Rule 606(b)(1) applies only to options
orders, and “held” and “not held” orders in NMS Securities not covered under 606(b)(3), and the rule
requires the disclosure of information such as venues routed to, whether orders were directed or nondirected, and the times of any related trades. SEC Rule 606(b)(3) applies to “not held” orders in NMS
Securities and requires the disclosure of information including venues routed to, whether orders weredirected or non-directed, as well as the number of shares sent to a given broker- dealer, shares executed
as principal by the broker-dealer, and the number of orders exposed by the broker-dealer as actionable
IOIs and the related venues.
Access to RBCCM’s Order Execution Information published in accordance with SEC Rule 605 as well as
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RBCCM’s Order Routing Information published in accordance with SEC Rule 606 is currently in a transitional
period with historical reports through September 2023 found here. Reports starting October 2023 can befound here for SEC Rule 605 and here for SEC Rule 606.
Payment for Order Flow
Client orders sent to market centers are subject to the principles of best execution. Each of these market
centers provide the opportunity for execution of these orders at prices better than the National Best Bid
or Offer (“NBBO”). The NBBO is the best published bid or offer price for the purchase or sale, respectively,of a security at the time an order is presented for execution.
RBCCM acts as a market maker in certain equity securities and Exchange Traded Funds (“ETFs”). RBCCM
may trade as principal with our client orders and stands to realize profits and losses as a result of thistrading. With respect to client orders, RBCCM utilizes a “No Knowledge” exception available under FINRA
rules that permits RBCCM to trade for its market-making account at prices that would satisfy other client
orders without executing those client orders. The availability of this exception is based upon the persons
responsible for executing orders for RBCCM’s market-making account being unaware of the client order’seligibility to execute at the price at which RBCCM’s market-making account traded. RBCCM evaluates
execution quality across various markets and venues.
RBCCM also routes client orders to various exchanges, alternative trading systems (ATSs) and othermarket centers. Certain venues offer credits and/or rebates for orders that provide liquidity and charge
fees for orders that remove liquidity. If RBCCM accrues credits/rebates in excess of fees charged for avenue in a given billing period, then a payment could be remitted to RBCCM from the venue. Such
payments would constitute a payment for order flow. Most client orders do not have remuneration
accrued to their accounts. However, for specific clients that opt into a different cost model, fees andrebates may be passed along to the client.
We may execute an order internally with RBCCM or with other market centers. In addition, we may utilize
the “Large Orders and Institutional Account” exception available under FINRA rules that permits RBCCM
to trade for its market-making account at prices that would satisfy an order that was placed with us
without an execution. This exception may be applied to orders of and above 10,000 shares or to orders ofor above $100,000 in value. To request a written copy of this information, please contact your RBCCM
sales coverage.
SEC Rule 15c3-5 Market Access
SEC Rule 15c3-5 requires broker-dealers that access or provide access to exchanges or alternative trading3systems to establish, document and maintain a system of risk management controls that are reasonably
designed to manage the financial, regulatory and other risks in connection with market access. RBCCM
has developed controls that may pause or reject select orders that exceed certain pre-determined risk
parameters. For certain paused orders, RBCCM will determine if it is appropriate to send the orders to themarket based upon a variety of factors, including, but not limited to, order size, price and volume
considerations.
FINRA Rule 5270
FINRA Rule 5270 provides that no broker-dealer may cause an order for a security (including “related
financial instruments,” such as options, derivatives, or securities-based swaps) to be executed when a firm
has material, non-public market information concerning an imminent block transaction in that security(or a security underlying a related financial instrument) until such time the information concerning theblock transaction has been made publicly available, or has otherwise become stale or obsolete. In thenormal course, RBCCM accepts and facilitates customer block orders, including block orders in single
stocks, baskets of securities, and derivatives. RBCCM may trade principally at prices that would satisfy acustomer block order, where such transactions are unrelated (e.g., as a result of information barriers) tothe customer block order. Under certain circumstances, RBCCM may also use information concerning
customer orders or proposed transactions to facilitate the execution of those orders or transactions andmay, subject to applicable rules and regulations, take the information into account in limiting the risks towhich RBCCM is subject in the course of its activities. As a result, RBBCM may seek to engage in bona fide
hedging or positioning activity in individual or related securities or derivatives to reduce or eliminate themarket risk associated with the facilitation of a customer block order. While such trading activity may
impact the execution price of the customer block order, RBCCM will use reasonable efforts to avoid or
minimize any such impact and to obtain the best possible execution for the customer block order.
FINRA Rule 5320
FINRA Rule 5320 provides that a firm that receives a customer order and does not execute that order
immediately may not trade that same symbol on the same side of the market from a principal account at
a price that would satisfy the customer order unless a firm immediately executes the customer order up
to the size of, and at the same price or better than, the principal execution. This Rule does not apply to “notheld”, riskless principal, odd lot, bona-fide error, and intermarket sweep orders (“ISO”).
While FINRA Rule 5320 generally prohibits Firm principal orders from trading ahead of customer order
flow, RBCCM may execute for a principal account, from time-to-time, at prices that would satisfy
4institutional customer order flow. Rule 5320 provides a “no knowledge” exemption, which permits a firm
to trade for its own account in certain securities provided that the trading unit does not have knowledgeof client orders that would trigger restrictions under the Rule. These principal account executions typicallyoccur in the context of market-making activity and may include trading activity in connection with capitalcommitment, bona-fide hedging activities, and error trades. Furthermore, principal orders entered into
RBCCM’s trading algorithms may receive executions in front of, or alongside of, customer order flow forreasons unrelated to order capacity, such as: time/price order priority, order aggressiveness, strategy
selection, and other order restrictions.
Additionally, RBCCM utilizes a system of internal controls, including information barriers, to prevent theflow of information between separate and distinct trading units. RBCCM’s information barriers may allow
its market-making desk to trade principally at prices that would otherwise satisfy an open, marketablecustomer order.
You may instruct RBCCM not to trade at prices that would otherwise satisfy an open, marketable customer
order without order-by-order consent. In the event that you have questions or object to any of theseorder handling practices, please contact your RBCCM sales coverage.
Regulation NMS Order Protection Rule
Rule 611 of Regulation NMS (the “Order Protection Rule”) establishes intermarket price protection against
trade-throughs for all NMS stocks (broadly, exchange listed securities other than options) by restricting
the execution of trades on automated trading centers at prices inferior to the protected quotes displayedby other automated trading centers. A “trade-through” occurs when a market participant executes anagency or principal order during regular market hours at a price that is worse than the protected quotes
displayed by these trading centers. As such, when executing your order in an NMS stock, RBCCM is
prohibited from effecting transactions at prices that are lower (higher) than the best bids (offers) in themarket, without first satisfying the better-priced protected quotes.
The Order Protection Rule contains several exceptions that permit the execution of trades at prices thatwould otherwise constitute a trade-through. In the absence of another exception, RBCCM will
simultaneously route one or more intermarket-sweep limit orders (“ISOs”), as necessary, to execute
against the full displayed size of any superior priced protected bid, in the case of an order to sell, or thefull displayed size of any protected offer, in the case of an order to buy, for an NMS security.

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In general, RBCCM will provide customers with the automatic ISO executions priced better than an agreed
upon trade price. However, if you prefer to receive one execution at the agreed upon price rather than
the fills generated through the ISO route, please notify your RBCCM sales coverage so that your consent
may be documented on an order-by-order basis.
Indications of Interest
RBCCM uses certain service providers to advertise indications of interest (“IOI”). When publishing IOIs,
RBCCM will adhere to the guidance issued by regulators and service providers. This includes the mannerin which RBCCM will designate an IOI as a “natural” IOI. For example, IOIs will generally be considered“natural” when:•

RBCCM has received a client order, and the order has been entered into an order management
system;•

RBCCM receives client instructions that they have a bona fide interest to trade a specified
quantity or “meaningful size” of a security; or•

RBCCM facilitates a client order as principal and is liquidating or covering the resultant risk
position or is otherwise engaged in transactions to hedge customer-facing activities.

Net Trades
In order to facilitate orders on a “net” basis, RBCCM will, after receiving such order, accumulate a position
in a principal account and execute the order at the average price of the accumulation plus or minus anagreed upon compensation. Accordingly, the “net” price you receive will include the compensation thatyou agreed to pay RBCCM. Since the “net” price is the price that is reported by RBCCM to the Consolidated
Tape, it will appear as the price on your confirmation. Therefore, the client confirmation will notseparately disclose the compensation that RBCCM earned on the trade. The actual prices used to facilitate
the order(s) are available upon request. If you have no objection to RBCCM executing orders on a “net”
basis, as described, you need not respond to this letter and no action is necessary.
Buy-In Disclosure
Pursuant to Rule 204 of Regulation SHO, in connection with any customer sale transaction that results ina fail to deliver (“FTD”) of a U.S. equity security at a registered clearing agency, prior to the open of trading
on T+3 (in the case of short sales) or T+5 (in the case of long sales, or short sales in connection with bonafide market making activity), RBCCM will immediately seek to resolve the fail by borrowing securities tomake delivery or by engaging in a “buy-in” transaction in which RBCCM purchases the securities in the6market in satisfaction of its delivery obligation. RBCCM reserves the right to charge the seller for the costof such close-out borrows or buy-in transactions. To the extent RBCCM is unable to timely resolve a FTD,
our customers’ ability to effect short sales through RBCCM in the failing security will be constrained.
Accordingly, customers are advised to make every effort to settle their transactions with RBCCM in atimely manner so as to avoid the possibility of a FTD.
Extended Trading Hours
Under extended trading hours (“ETH”), RBCCM clients may have the ability to trade stocks either before
or after regular market hours, which are 9:30 a.m. to 4:00 p.m. Eastern Standard Time. This option
provides our clients with greater opportunities to trade securities and manage their portfolios. However,participating in ETH entails several material risks, which may include the following:
Risk of Lower Liquidity
Liquidity refers to the ability of market participants to buy and sell securities. Generally, the more ordersthat are available in a market, the greater the liquidity. Liquidity is important because greater liquidity
generally makes it easier for investors to buy or sell securities. As a result, investors are more likely to pay
or receive a competitive price for securities purchased or sold. There may be lower liquidity in ETH as
compared to regular market hours. As a result, your order may only be partially executed, or not executedat all.
Risk of Higher Volatility
Volatility refers to the price changes that securities undergo when trading. Generally, the higher thevolatility of a security, the greater its price swings. There may be greater volatility in ETH than in regularmarket hours. As a result, your order may only be partially executed, or not at all, or you may receive an
inferior price in ETH than you would during regular market hours.
Risk of Changing Prices
The prices of securities traded in ETH may not reflect the prices either at the end of regular market hours,
or upon the opening the next morning. As a result, you may receive an inferior price in ETH than you would
during regular market hours.
Risk of Unlinked Markets

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Depending on the ETH system or the time of day, the prices displayed on a particular ETH system may notreflect the prices in other concurrently operating ETH systems dealing in the same securities. Accordingly,
you may receive an inferior price in one ETH system than you would in another ETH.
Risk of News Announcements
Normally, issuers make news announcements that may affect the price of their securities after regularmarket hours. Similarly, important financial information is frequently announced outside of regularmarket hours. In ETH, these announcements may occur during trading, and if combined with lower
liquidity and higher volatility, may cause an exaggerated and unsustainable effect on the price of asecurity.
Risk of Wider Spreads
The spread refers to the difference in price between what you can buy a security for and what you cansell it for. Lower liquidity and higher volatility in ETH may result in wider than normal spreads for aparticular security.
Risk of Lack of Calculation or Dissemination of Underlying Index Value or Intraday Value
For certain products, an updated underlying index value or intraday indicative value may not be calculated
or publicly disseminated in ETH. Since the underlying index value and intraday indicative value are notcalculated or widely disseminated during ETH, an investor who is unable to calculate implied values forcertain derivative securities in those trading sessions may be at a disadvantage to market professionals.
Additionally, securities underlying the indexes or portfolios may not be trading as regularly as they are
during regular trading hours (“RTH”) or may not be trading at all. This may cause prices during ETH to notreflect the prices of those securities when they open for trading.
OrdersOrders entered for execution outside of RTH must be specifically designated as such and will not carryover from regular trading sessions unless RBCCM and you specifically agree to the contrary. Orders not
executed by the close of the non-regular trading session, on the day that RBCCM receives them, will becancelled, unless RBCCM and you specifically agree to the contrary.
Handling of Orders
RBCCM will attempt to have all orders received by it for execution outside of RTH executed in a timely
manner. However, because the bid and offer prices of orders reflected in quotations outside of RTH are8

subject to change, there is no guarantee that your orders will be executed. In addition, delays or failuresin communications or other computer system problems may cause delays in, or prevent, the execution oforders. As with orders entered during the regular trading sessions, you agree that RBCCM may deliver
your order to an electronic communication network or other alternative trading system that, although
operated independently of RBCCM, may have RBCCM or one of its affiliates as an equity investor. In
addition, RBCCM and one or more of its affiliates may decide to display orders or to trade with limit orders
displayed by RBCCM on your behalf. These affiliates may operate independently of RBCCM.
Cancellation or Change Requests
You may attempt to change or cancel orders placed outside of RTH at any time so long as they have notbeen executed. Due to the risk of communication delays, it is possible that all or a portion of such orders
may be executed before the change or cancellation request is processed. Unless RBCCM and you
specifically agree to the contrary, you cannot change an order entered outside of RTH to a regular trading
session order, and all unexecuted orders placed outside of RTH will be cancelled at the close of the trading
session, on the day that RBCCM receives them.
Trade Settlement
The trade date for orders entered outside of RTH will be the date of order execution. Such trades will
normally settle in accordance with the customary settlement time applicable to the market in which orders
were executed.
SEC Rule 105 of Regulation M — Important Information for Persons Seeking Allocations of Public
Offering Securities
SEC Rule 105 of Regulation M generally prohibits any person that sold short securities subject to a public
securities offering within a specified period of time immediately preceding the pricing of the offering from,in turn, purchasing securities in that offering. For additional information on Rule 105, please see the SEC’s
adopting release, available at: http://www.sec.gov/rules/final/2007/34-56206.pdf.

RBC Capital Markets Regulatory Disclosures: Options
Professional Customer Designation for Option Orders9In order to properly represent orders entered on exchanges, RBCCM is required to indicate whether publiccustomer orders are “Professional Orders.” As such, a customer must notify RBCCM if it believes that itmeets the definition of a Professional Customer: (1) it is not a broker-dealer; and (2) it places more than390 listed options orders per day for its own beneficial account, executed or not, on average during acalendar month. Similarly, broker-dealers that route listed option orders to RBCCM have an obligation toreview such order flow and appropriately designate customer orders as Professional Orders. To the extent
RBCCM identifies a customer who meets the definition of a Professional Customer during any month of acalendar quarter; RBCCM will represent that customer’s orders as Professional Orders within five (5) daysof the next calendar quarter. If, during a quarter, an exchange identifies a customer for which orders are
not being represented as Professional Orders, but averaged more than 390 orders per day during a month,
the exchange will notify RBCCM, and RBCCM will be required to change the manner in which it isrepresenting the customer’s orders within five (5) days.
Order Origin Codes
Customers must communicate to their RBCCM sales coverage which order origin code shall be used to
execute their order(s), including whether a customer registered as an options market-maker is registeredon a particular exchange. To the extent orders will be placed under a new order origin code and/or if acustomer uses multiple origin codes when sending options orders to RBCCM, it is the customer’s
responsibility to ensure that the appropriate codes are communicated to their RBCCM sales coverage.
Option Position Limits
FINRA and options exchange rules place a position limit on the number of puts and calls on the same sideof the market and in the same underlying security that an investor, or group of investors acting in concert
or under common control can write or hold. Positions are calculated by aggregating positions that express
similar market sentiment (e.g., long calls/short puts and short calls/long puts) and quantified as equivalentterms of stock. Limits, which are set by the options exchanges, are based on the number of shares
outstanding and trading volumes of the securities underlying the options. These limits apply to options
written or purchased on different exchanges and using different accounts. Customers are required tocomply with exchange and regulatory rules related to options position limits, including the availability ofhedging exemptions, and should determine the current limits before engaging in any options transactions.
In the event a customer’s transaction exceeds the position limit for a security, RBCCM personnel reserve
the right to inquire into the hedging exemption the customer relied upon.

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The Characteristics and Risks of Standardized Options
RBCCM’s Options Disclosure Document (“ODD”) details the characteristics and risks of listed options, andit may be obtained online at the webpage available here2 or by contacting your RBCCM sales coverage.
Please review the ODD prior to transacting in options.
“Tied-Hedge”
When handling an option order of 500 contracts or more on your behalf, RBCCM may buy or sell a hedging
stock, security futures or futures position following receipt of the option order, but prior to announcing
the option order to the trading crowd. The option order may thereafter be executed using the Chicago
Board Options Exchange’s tied hedge procedures. These procedures permit the option order and hedging
position to be presented for execution as a net-priced package subject to certain requirements. For further
details on the operation of the procedures, please refer to the exchange rules for tied hedge orders
including Chicago Board Options Exchange Rule 5.86.07, which is available at Cboe Options Exchange
Regulation3.

RBC Capital Markets Regulatory Disclosures: General
Large Trader
Customers who have registered as large traders are required to notify RBCCM and provide their larger
trader identification numbers (“LTID”). RBCCM has a responsibility to monitor its customers’ accounts forcompliance with SEC Rule 13h-1’s large trader registration requirement. As a result, RBCCM monitors andkeeps records of the activity of any customers RBCCM knows or has reason to know is a large trader basedon that customer’s transactions and is obligated to report large trader transaction information to the SEC
upon request. RBCCM will notify customers who exceed the large trader activity level of their obligations
and the self-identification requirements under Rule 13h-1.
FINRA RULE 2266 SIPC Information
RBCCM is a member of the Securities Investor Protection Corporation (“SIPC”). Clients may obtain
information about SIPC, including the SIPC brochure, by visiting the webpage available here4 or by calling(202) 371-8300.

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FINRA RULE 2267 Investor Education and Protection
BrokerCheck provides investors with the ability to research the professional backgrounds, businesspractices, and conduct of FINRA-registered brokerage firms and brokers. In connection with this program,investors may call the BrokerCheck Hotline at (800) 289-9999, and visit the FINRA webpage available
here.5 An investor brochure that includes information describing the FINRA BrokerCheck program isavailable from either of these sources.
Privacy Policy
RBCCM is dedicated to protecting clients’ privacy and safeguarding the personal, business, and financial
information entrusted to us. RBCCM follows comprehensive privacy policies and security practices incompliance with applicable laws and regulatory requirements. RBCCM’s Privacy Policy describes how
RBCCM collects and uses client information, how it may be shared and with whom, and your choices as aclient. RBCCM’s privacy policy can be found at the webpage available here.6
Telephone and Recording Devices
As part of our compliance with applicable laws and regulations, certain telephone lines in our sales andtrading departments may be recorded. Please note these recordings will be made with the use of a spoken
warning, tone, or similar notification.
Notice to Canadian Customers
Canadian securities orders from Canadian clients must be placed directly with RBC Dominion Securities
Inc. (“RBC DS”). RBC DS is the IIROC Dealer Member.
In accordance with National Instrument 31-103 (Registration Requirements and Exemptions), RBCCM
makes the following representations:
If RBCCM is trading with you in reliance upon the international dealer exemption from the dealer
registration requirement under NI 31-103, RBCCM is subject to trading restrictions, including, among
other things, that RBCCM is only permitted to trade “foreign securities” with “permitted clients” resident
in Canada. A foreign security is a security issued by an issuer incorporated, formed or created under thelaws of a foreign (i.e., non-Canadian) jurisdiction or a security issued by a government of a foreign
jurisdiction. Pursuant to NI 31-103, this definition does not include inter-listed securities of Canadianissuers. This serves to put you on notice that you should only place orders with RBCCM for foreign
securities in accordance with NI 31-103.
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Canada’s Anti-Spam Legislation ("CASL")CASL sets forth the requirements for sending any commercial electronic message (“CEM”) to theelectronic address of a person within Canada. Pursuant to CASL, any CEMs sent to you by RBCCM are
exempt from CASL under the exemption provided for inter-business CEMs.

1

RBCCM as of April 2018 used BestXStats to publish SEC Rule 605 and Rule 606 Reports. As of October
2023 RBCCM is using S3. Please note that based on the SEC's requirements, these statistics capture only
a portion of RBCCM’s order flow. These statistics are intended to provide only an overview of RBBCM'sorder routing practices. Accordingly, the statistics do not create a reliable basis on which to assess
whether RBCCM or any other trading venue has satisfied its duty of best execution. RBCCM has madeevery attempt to provide these statistics in compliance with SEC Rules, however, errors may occur or
certain system outages may cause the data to be incorrect.
2

https://www.theocc.com/Company-Information/Documents-and-Archives/Options-DisclosureDocument3

https://www.cboe.com/us/options/regulation/4

http://www.sipc.org

5

http://www.finra.org/Investors/ToolsCalculators/Brokercheck/6

http://www.rbc.com/privacysecurity/int/our-privacy-principles.html

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