EX-4.2



 Exhibit 4.2 
  

	
	  

Amended and Restated
  

Royal Bank of Canada
  

US Wealth Accumulation Plan
  






  
 And Prospectus

 
 The date of this document is January 1, 2016

 
 This document constitutes part of

a prospectus covering securities

that have been registered under
 The
Securities Act of 1933
  
 RBC U.S.A. Holdco.
Corporation  
  









 TABLE OF CONTENTS 

 

					
	 	  	Page	 
	 SECTION 1 INTRODUCTION
	  	 	1	  
	 1.1 General Nature and Purpose of the Plan
	  	 	1	  
	 1.2 Definitions
	  	 	1	  
	 1.3 Rules of Interpretation
	  	 	5	  
		
	 SECTION 2 DEFERRALS AND DEEMED INVESTMENTS
	  	 	5	  
	 2.1 Eligibility
	  	 	5	  
	 2.2 Election to Voluntarily Defer Compensation
	  	 	7	  
	 2.3 Company Contributions
	  	 	8	  
	 2.4 Investments
	  	 	8	  
	 2.5 Participant Accounts
	  	 	8	  
		
	 SECTION 3 INFORMATION CONCERNING INVESTMENT ALTERNATIVES
	  	 	8	  
	 3.1 Company Common Shares
	  	 	8	  
	 3.2 Plan Interest Rate
	  	 	9	  
	 3.3 Mutual Funds and GAM Funds
	  	 	9	  
	 3.4 Valuation
	  	 	10	  
		
	 SECTION 4 VESTING
	  	 	10	  
	 4.1 Vesting of Voluntary Deferred Compensation
	  	 	10	  
	 4.2 Vesting of Company Contributions
	  	 	10	  
	 4.3 Termination For Cause
	  	 	10	  
	 4.4 Change in Control
	  	 	11	  
	 4.5 Forfeitures
	  	 	11	  
		
	 SECTION 5 DISTRIBUTIONS
	  	 	11	  
	 5.1 Distributions
	  	 	11	  
	 5.2 Distribution Dates
	  	 	11	  
	 5.3 Distribution Due to a Change In Control
	  	 	13	  
	 5.4 Form of Distributions
	  	 	13	  
	 5.5 Distributions to Beneficiaries
	  	 	13	  
	 5.6 Designation of Beneficiary
	  	 	14	  
	 5.7 Disclaimers by Beneficiaries
	  	 	14	  
	 5.8 Federal Income Tax
	  	 	14	  
	 5.9 Tax Withholding
	  	 	16	  
	 5.10 ERISA Matters
	  	 	16	  
		
	 SECTION 6 SPENDTHRIFT PROVISIONS
	  	 	16	  
		
	 SECTION 7 ADMINISTRATION
	  	 	16	  
	 7.1 The Company
	  	 	16	  
	 7.2 Claims Procedure
	  	 	17	  
	 7.3 Making a Claim
	  	 	17	  
	 7.4 Requesting Review of a Denied Claim
	  	 	17	  
	 7.5 In General
	  	 	18	  


  
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 TABLE OF CONTENTS 

(continued) 
  


					
	 	  	Page	 
	 SECTION 8 OTHER ADMINISTRATIVE MATTERS
	  	 	18	  
	 8.1 Reporting
	  	 	18	  
	 8.2 Plan Obligor; Status as Unsecured General Creditors
	  	 	18	  
	 8.3 Disclaimer of Employment and Bonus Rights
	  	 	18	  
	 8.4 Administrative Expenses of the Plan
	  	 	19	  
	 8.5 Voting Rights
	  	 	19	  
	 8.6 Governing Law
	  	 	19	  
		
	 SECTION 9 AMENDMENT OR TERMINATION
	  	 	19	  
	 9.1 Amendments to and Termination of Plan
	  	 	19	  
	 9.2 Merger
	  	 	19	  
	 9.3 Applicability to Successors
	  	 	19	  


  
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 SECTION 1 

INTRODUCTION 

1.1 General Nature and Purpose of the Plan. The Royal Bank of Canada US Wealth Accumulation Plan (the
“Plan”) is a nonqualified deferred compensation plan under which a select group of management or highly compensated employees of the Royal Bank of Canada (the “Company”) and its Participating Subsidiaries
(collectively, the “Employers”) may defer receipt of a portion of their compensation until specific in-service or post-employment distribution dates. This Plan is a restatement of the US Wealth Accumulation Plan, first effective
January 1, 2012, and this restatement is effective from and after January 1, 2016. 
 1.2 Definitions. 

“Account Balance” means, for any given date, a Participant’s Voluntary Deferred Compensation and Company
Contributions, plus or minus the hypothetical investment performance thereon. 
 “Adverse Benefit
Determination” means a claim for benefits by a Participant, beneficiary or personal representative that has been denied in whole or in part. 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled
by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; the terms “controlling” and “controlled” have meanings correlative to the foregoing. 

“Business” means the chief officer and/or operating committee of any Participating Subsidiary. 

“Cause” means, as determined by the Company or its assignee, in consultation with internal legal counsel, the
occurrence of any one of the following: (a) any willful or intentional failure by the Employee to comply with any written policy, rule or code, including but not limited to an Employer’s Code of Conduct or Code of Ethics, as applicable;
(b) commission of any act constituting a felony (or its equivalent in any non-United States jurisdiction); any crime involving theft, fraud or embezzlement, dishonesty, breach of trust, misrepresentation or moral turpitude or unethical business
conduct; and any crime involving the business of the Employer or an Affiliate; (c) violation of any rule or regulation of any self-regulatory agency with which the Employee is licensed, which affects the business operations of the Employer or
an Affiliate, regardless of whether such agency takes disciplinary action against the Employee; (d) the suspension of any license necessary to perform in the occupation for which Employee was hired, or the commission of any action that would
cause Employee to become unbondable; (e) any willful or intentional unauthorized disclosure or use of confidential information; (f) personal or professional conduct of Employee which, in the reasonable and good faith judgment of the
Company or its assignee, materially injures the reputation of an Employer or otherwise adversely effects the interests of an Employer; provided, however, that in the event an Employee is party to an employment agreement with an
Employer that contains a different definition of Cause, the definition of Cause contained in such employment agreement will be controlling. 







 “Change in Control” means the Company’s sale of (a) at
least 75% of the equity or (b) all or substantially all of the assets of a Participating Subsidiary to a person or entity (or a collection of Persons or entities acting as a group) that is not the Company, an Employer or an Affiliate of either.
Notwithstanding the foregoing, a Change in Control will be deemed to have occurred only if such transaction meets the requirements of a “change in control” (as described in Treasury Regulation § 1.409A-3(i)(5)) with respect to the
Participating Subsidiary. 
 “Code” means the U.S. Internal Revenue Code of 1986, as amended, and includes
the regulations and guidance in effect thereunder. 
 “Committee” means the WAP Committee (or successor
committee), and any person, entity or office to whom the Committee properly delegates any authority related to this Plan. The members of the Committee, if any, serve at the pleasure of the Company, which has the power to appoint and remove members
from time to time. 
 “Company” means Royal Bank of Canada, a Schedule I bank under the Bank Act (Canada)
with its corporate headquarters in Toronto, Ontario, Canada, and any successor or assign. 
 “Company
Contribution” means a contribution by the Employers, as described in Section 2.3. 

“Disability” means the Participant’s injury or illness that both (a) qualifies him or her for
benefits under a long-term disability plan covering eligible employees of the Participant’s Employer and (b) causes the Participant to be absent from his or her employment with his or her Employer for a continuous period of not less than
12 months. To be considered to have a “Disability,” the Participant must have terminated from employment with the Employers and their Affiliates. 

“Employee” means an individual classified as a common law employee by, and on the payroll of, an Employer.

 “Employers” means the Company and Participating Subsidiaries. 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and includes the regulations
and guidance in effect thereunder. 
 “FICA” means the Federal Insurance Contribution Act. 

“Fiscal Year” means the Company’s accounting year, which begins each November 1 and ends each
October 31. 
 “Fund Addition Date” means such times as interest or dividends are paid or other
distributions are made in connection with a Mutual Fund or GAM Fund. 

  
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 “GAM Funds” means the Company US Global Asset Management Funds
as identified below. 
  

			
	 Fund
	  	 Asset Class

	 RBC Small Cap Core Fund Class I (Ticker: RCSIX)
	  	 US Equity

	 RBC MID CAP VALUE FUND CI I (Ticker: RBMVX)
	  	 US Equity

	 RBC EMERGING MKTS EQUITY FUND CI I (Ticker: REEIX)
	  	 Global/EM Equity

	 ACCESS CAPITAL COMMUNITY INVEST FUND CI I (Ticker: ACCSX)
	  	 US Fixed Income

	 RBC SHORT DURATION FIXED INCOME FUND CI I (Ticker: RSDIX)
	  	 US Fixed Income

	 RBC BLUEBAY EMERGING MRKT CORP BOND FUND CI I (Ticker: RBECX)
	  	 Global /EM Credit

	 RBC BLUEBAY GLOBAL HIGH YIELD BOND FUND CI I (Ticker: RGHYX)
	  	 Global /EM Credit

	 RBC BLUEBAY ABSOLUTE RETURN FUND CI I (Ticker: RBARX)
	  	 Global /EM Credit


 “GAM Fund Price” means, unless otherwise determined by the Committee, the
daily reported closing price of an interest in, or units of, the GAM Funds. 
 “Gross Cash Compensation”
has the meaning ascribed to “Recognized Compensation” under the Qualified Plan on the first day of each Plan Year to which an election to defer compensation relates. Gross Cash Compensation is Recognized Compensation that is earned by an
Employee for services rendered during a Plan Year, whether or not paid in such Plan Year, and includes any amounts an Employee contributes to the Qualified Plan or an employer-sponsored cafeteria plan from his or her total compensation.
Notwithstanding anything to the contrary, if “Recognized Compensation” includes any distributions from deferred compensation plans, Gross Cash Compensation shall include such amounts only to the extent that any further deferral of such
amounts into this Plan does not cause the imposition of an additional tax under Code Section 409A. 

“In-Service Payment Date” means a distribution date, as elected by the Employee on his or her election, that
occurs while the Participant is an Employee (or an employee of an Affiliate of the Employers). 
 “Measurement
Year” means the period beginning each October 1 and ending each September 30. 
 “Mutual
Funds” means any of the mutual funds that have been selected by the Committee, as supplemented, replaced or eliminated from time-to-time at the discretion of the Committee. 

“Mutual Fund Price” means, unless otherwise determined by the Committee, the daily reported closing price of
an interest in, or units of, the Mutual Funds. 
 “NYSE” means the New York Stock Exchange. 

“Participant” means an individual who has an Account Balance. 

“Participating Subsidiary” means a corporation, now or in the future, affiliated with the Company that
adopts, or has adopted, the Plan. No corporation may become a Participating Subsidiary without prior consent of the Company. Such participation is subject to such limitations as the Company may impose and will cease upon a Change in Control of such
Participating Subsidiary. 

  
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 “Person” means any individual, sole proprietorship, corporation,
partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, institution, public benefit corporation, entity or government instrumentality, division, agency, body or department. 

“Plan” means the Royal Bank of Canada US Wealth Accumulation Plan, as set forth in this document and as
amended from time to time. 
 “Plan Interest Rate” means an interest rate determined from time to time by
the Committee. 
 “Plan Obligor” means the party that is responsible for satisfaction of amounts payable to
Participants. 
 “Plan Year” means, with respect to a particular year, the 12-month period beginning
January 1 and ending December 31 of such year. 
 “Qualified Plan” means the RBC-U.S.A.
Retirement and Savings Plan, as amended from time to time. 
 “Separation” means the separation of
employment from the Employers or any Affiliate of an Employer, as the case may be, of a Participant, other than due to such Participant’s death or Disability pursuant to the terms set forth herein. Notwithstanding the foregoing, transfers of
employment among the Employers and their Affiliates will not be a “Separation” for purposes of this Plan, and any separation from employment will not be a “Separation” unless it also constitutes a “separation from
service” under Code Section 409A. 
 “Total Cash Compensation” means those items of an
Employee’s compensation that are coded as “BenSal” in his or her Employer’s payroll system. Such items include, for example, base salary, commissions, cash bonuses, amounts vested and distributed under the Unit Award Plan and
other cash-based nonqualified deferred compensation plans. 
 “Unit Award Plan” means the RBC Capital
Markets Unit Award Plan or successor plan, as determined by the Business, that is in effect from time to time. 

“Valuation Date” means the business day on which an Account Balance or distribution is valued. Valuation
Dates for purposes of distributions described in SECTION 5 are the following dates (or, if such date does not fall on a business day, the next following business day): 

(a) Section SECTION 5.2(a), In-Service Payment Date, the July 1 of each year that a distribution is
due a Participant. 
 (b) Section SECTION 5.2(b), Separation, the July 1 of each year that a
distribution is due a Participant. 

  
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 (c) Section SECTION 5.2(c), Death: 

(i) The later of: (A) the date of death, and (B) the date of such Participant’s final Voluntary
Deferred Compensation contribution; and 
 (ii) For any contributions made after the date of death, the date
of the final Company Contribution made on behalf of the deceased Participant; and 
 (iii) For any deemed
dividends paid after the Participant’s death pursuant to Section 3.1(b), the dividend payment date. 

(d) Section SECTION 5.2(c), Disability, the date that the Participant meets the definition of
Disability, including the 12-month period of Disability requirement. 

(e) Section 5.3, Change in Control, the date of the Change in Control. 

“Vice President of Compensation” means the Company’s Vice President of Compensation (or his or her
successor), and any person, entity or office to whom the Vice President of Compensation properly delegates any authority related to this Plan. 

“Voluntary Deferred Compensation” means the portion or percentage of an Employee’s Gross Cash
Compensation that the Employee elects to defer to the Plan in accordance with Section 2.2. 
 1.3 Rules of
Interpretation. Whenever appropriate, words used herein in the singular may be read in the plural, or words used herein in the plural may be read in the singular; the masculine may include the feminine and the words “hereof,”
“herein” or “hereunder” or other similar compounds of the word “here” mean and refer to this entire Plan and not to any particular paragraph or section of this Plan unless the context clearly indicates to the contrary.
The titles given to the various sections of this Plan are inserted for convenience of reference only and are not part of this Plan and they will not be considered in determining the purpose, meaning or intent of any provision hereof. Any reference
in this Plan to a statute or regulation will be considered also to mean and refer to any subsequent amendment or replacement of that statute or regulation. 

SECTION 2 
 DEFERRALS AND
DEEMED INVESTMENTS 
 2.1 Eligibility. 

(a) Eligible Employees. Employees eligible to participate in the Plan are any of the select group of
management or highly compensated employees of an Employer whose compensation or production otherwise exceeds a level deemed appropriate by the Company and who are invited to become Participants by the Business or the Company. For 2016, and for
successive Plan Years, unless revised by the Company, the following individuals shall be Eligible Employees: 

  
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 (i) Employees classified as “Financial Advisors” by
their Employer and whose production levels for the preceding Fiscal Year qualify for President or Chairman Council. 

(ii) Employees classified as “Branch Directors” by their Employer and whose production levels for
the preceding Fiscal Year qualify for President or Chairman Council. 
 (iii) Employees whose employee class
is other than “Financial Advisor” or “Branch Director” and who, for the preceding Measurement Year had Total Cash Compensation of at least $1 Million. 

(iv) Employees hired during a Plan Year: 

(1) Whose performance at their prior employer during the 12 months prior to their employment date with an
Employer would have qualified such Employee for President or Chairman Council if they had performed such services while classified as Financial Advisors or Branch Directors by an Employer; or 

(2) Who is subject to an offer letter or employment agreement that guarantees Gross Cash Compensation of at
least $1 Million and their employee class is not “Financial Advisor” or “Branch Director.” 

(v) Employees classified as “Members of the Global Asset Management Executive Committee” by their
Employer. 
 (vi) Employees classified as “Investment Team Heads within the Global Asset Management
Group” by their Employer. 
 (b) Ineligible Employees. 

(i) Notwithstanding anything in the Plan to the contrary, the following individuals are ineligible to
participate in the Plan, even if they satisfy any of the eligibility criteria described in Section 2.1(a): 

(1) individuals who are classified as “Institutional Middle Market” by their Employer, and 

(2) individuals who are employees of a “nonqualified entity,” as that term is described under Code
Section 457A. 
 (ii) No Voluntary Deferred Compensation, Company Contributions or other benefits are
available under the Plan for services rendered by an Employee: 
 (1) who is excluded pursuant to
Section 2.1(b)(i); 

  
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 (2) who is a resident of Canada for purposes of the Income Tax
Act (Canada) throughout the period during which the services were rendered; or 
 (3) in Canada, or in
connection with a business carried on by an Employer in Canada, or a combination thereof. 
 2.2 Election to Voluntarily
Defer Compensation. Eligible Employees may enroll in the Plan by electing to make Voluntary Deferred Compensation contributions for the next succeeding Plan Year. 

(a) Gross Cash Compensation. Elections for Voluntary Deferred Compensation contributions of Gross Cash
Compensation must be made no later than December 31 of the year immediately preceding the year in which such Voluntary Deferred Compensation will be earned; provided, however, that subject to such changes as may be determined by
the Company, a new Employee who is eligible to participate in the Plan has 30 days from such Employee’s hiring date to submit an election for such Plan Year. 

(b) Unit Award Plan Distributions. An Employee who is also a participant in the Unit Award Plan may
elect to make Voluntary Deferred Compensation contributions of distributions from the Unit Award Plan, subject to the following: 

(i) The deferral election must be made no later than within 30 days after the Employee performs the services
that earn a contribution to the Unit Award Plan; 
 (ii) The deferral election must be for 100% of the
distribution (exclusive of any FICA taxes owed on such distribution) from the Unit Award Plan that relates to such service period, provided, however, that only amounts that vest under the Unit Award Plan at least 12 months after the
date the individual makes an election described in paragraph (i) above may be deferred into this Plan; and 

(iii) No deferral will be made to this Plan if the individual is no longer considered an “Employee”
or an employee of an Affiliate of an Employer. 
 (c) Effectiveness of Elections. For a given Plan
Year, a written or online election to defer compensation is irrevocable after it is accepted by the Company. An election by an Employee who is first eligible to participate in the Plan during a given year becomes effective beginning the first day of
the month following the date such election is submitted and accepted by the Company. 
 (d) Limits on
Elections. The Business and Company have the discretion to limit the amount of Voluntary Deferred Compensation or the amount of Gross Cash Compensation that may be taken into account for making Voluntary Deferred Compensation contributions. The
Company, which will accept input from the Business, will from time to time establish the maximum percentage of a Participant’s Gross Cash Compensation that he or she may elect to defer under the Plan. 

  
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 (e) Payroll Deduction. Each payroll period for which a
valid election is in place, the Voluntary Deferred Compensation will be deferred by payroll reduction. 
 2.3 Company
Contributions. The Employers may make Company Contributions in such other amount as determined by the Business in its sole discretion. The Business will establish whether and the extent to which a Participant is eligible for a Company
Contribution, which may vary from Employee to Employee and may be made based on any criteria. If an Employee is allocated a Company Contribution, his or her account will be deemed to have been allocated the amount of such Company Contribution on the
date determined by the Business. 
 2.4 Investments. Plan contributions will be invested in the available
hypothetical investments, described in SECTION 3, as follows: 
 (a) Deferred
Compensation. On each Plan Year’s election, a Participant (or Employee for the first election) may choose the form of the hypothetical investment of his or her Voluntary Deferred Compensation and Company Contributions by electing to credit
such deferrals for any Plan Year to one or more of the hypothetical investments established by the Committee. If a Participant fails to elect how deferrals are deemed to be invested, such deferred compensation will be deemed to be invested at the
Plan Interest Rate. 
 (b) Investment Fund Exchanges. Subject to such rules as the Company, from time
to time and in its sole and absolute discretion, may impose a Participant may elect to have all or a portion of his or her Account Balance transferred to any other type of hypothetical investment. Participants may initiate an investment fund
exchange by submitting a request in writing to the Company in such form as the Company determines. Requests made during any month to exchange all or any portion of an Account Balance for another hypothetical investment will be honored at the
time/times determined by the Company. 
 2.5 Participant Accounts. Accounts for Participants will be established for
bookkeeping purposes only and will not be considered as, or as evidence of the creation of, a trust fund or a transfer or other segregation of assets for the benefit of the Participants or their estates. Such accounts will be established and
credited with the appropriate amounts as provided for in the Plan as of the end of each business day, or in the case of any Company Contributions determined after the end of the Plan Year, on or around the first business day in January following the
end of the Plan Year. 
 SECTION 3 

INFORMATION CONCERNING INVESTMENT ALTERNATIVES 

3.1 Company Common Shares. 

(a) Company Common Shares. For any Plan Year, in connection with a Participant’s election to have a
portion of his or her Voluntary Deferred Compensation and Company Contributions credited toward Company common shares, the applicable Participant’s account will be deemed to have been allocated the number of Company common shares, including
fractional shares, resulting from dividing such portion of the Participant’s Voluntary Deferred Compensation and Company Contributions allocated to the investment in Company common shares by the closing price per Company common share on the
NYSE as reported on the day of crediting. 

  
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 (b) Dividends on Company Common Shares. At such times as
the Company declares dividends on its common shares, an amount equal to the number of Company common shares credited to a Participant’s account on the record date multiplied by the declared dividend per share in U.S. dollars (such dividend to
be calculated without taking into account any and all Canadian withholding taxes to which such dividend might be subject, if actually paid) will be credited, on the payment date, to such Participant’s account in cash (if dividends are paid in
cash) or in Company common shares (if dividends are declared in common shares), or in such other property determined by the Company. 

(c) Additional Purchases of Company Common Shares. All amounts credited to a Participant’s account
as a result of cash dividends will be used on a daily basis (or on such other date as determined by the Company in its sole discretion) to purchase hypothetical Company common shares. The number of additional Company common shares credited to each
Participant’s account after the end of each day due to the hypothetical purchases described in this paragraph will be equal to the number of Company common shares, including fractional shares, derived by dividing the total amount of cash
credited to the Participant’s account as described in this Section 3.1 by the closing price per Company common share on the NYSE as reported on the date of the hypothetical purchase of the Company common shares credited to such
Participant’s account under this Section 3.1. 
 3.2 Plan Interest Rate. Participants may elect to
have all or a portion of their Voluntary Deferred Compensation and Company Contributions invested at the Plan Interest Rate. 

3.3 Mutual Funds and GAM Funds. 

(a) Mutual Funds and GAM Funds. A Participant may elect to have all or a portion of their Voluntary
Deferred Compensation deemed invested in one or more Mutual Funds and/or GAM Funds. A Participant may elect to have all of his or her Company Contributions deemed invested in such Mutual Funds and/or GAM Funds. Such Participant’s account will
be allocated the number of units (including fractional units) of a Mutual Fund and/or GAM Fund equal to the portion of his or her Account Balance allocated to investments in Mutual Funds and/or GAM Funds divided by the Mutual Fund Price and/or GAM
Fund Price, as applicable. 
 (b) Interest or Dividends on Mutual Funds and/or GAM Funds. On each Fund
Addition Date, a determination will be made as to the number of units (including fractional units) of the Mutual Fund and/or GAM Fund that will be credited to a Participant’s account as of the Fund Addition Date. On the Fund Addition Date, an
amount equal to the number of units of the Mutual Fund and/or GAM Fund credited to a Participant’s account multiplied by the amount of the interest or dividend per unit of the Mutual Fund and/or GAM Fund will be credited to such
Participant’s account, or other fund determined by the Committee. Interest payments or other distributions will be deemed reinvested in additional units of the Mutual Fund and/or GAM Fund at prevailing market prices on the Fund Addition Date.


  
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 3.4 Valuation. Except for changes resulting from plan investment fund
exchanges described in Section 2.4(i), the notional value of a Participant’s accounts will be updated daily through the applicable Valuation Date to reflect any increases or decreases in the value of the Participant’s
hypothetical investment. 
 The account of a Participant with a hypothetical investment in Mutual Funds and/or GAM Funds
will be debited by an amount representing a quarterly fee. The amount of the quarterly fee will be determined by multiplying the value of the Participant’s hypothetical investment in such funds, as described above, by a decimal determined by
the Company, which for 2016 is [0.000625]. The Company will from time to time review this calculation and may change the decimal factor used in this calculation. 

SECTION 4 
 VESTING

 4.1 Vesting of Voluntary Deferred Compensation. All Voluntary Deferred Compensation recorded in a
Participant’s account will be fully vested at all times. 
 4.2 Vesting of Company Contributions. Company
Contributions in a Participant’s account will vest on the date or dates determined by the Business, in its sole discretion. The Business will announce any prospective change in the vesting schedule with respect to Company Contributions (and the
related investment returns, if any) prior to December 31 of the year preceding each new Plan Year. Unless otherwise amended by the Business, all time period measurements for the vesting schedules established by the Business will begin on
January 1 of the Plan Year following the Plan Year to which a Company Contribution relates. Notwithstanding the foregoing, a Participant’s Company Contributions will immediately vest in full upon: 

(a) the death or Disability of such Participant while an employee of an Employer or an Affiliate of an
Employer; or 
 (b) the Separation of a Participant who, prior to Separation has entered into a RBC Heritage
Transition Plan with the Private Client Group, provided that such vesting shall be accelerated only for Company Contributions that the Business deems as other than retention, back-end recruiting or front-end recruiting, unless a separate
agreement between the Participant and an Employer provides otherwise. 
 4.3 Termination For Cause. Notwithstanding
anything to the contrary in this SECTION 4, if a Participant is involuntarily terminated for Cause from an Employer or an Affiliate of an Employer at any time prior to the distribution of his or her Account Balance, upon such
Participant’s Separation, his or her Account Balance related to Company Contributions and related investment returns shall be forfeited, regardless of whether the vesting schedule has otherwise been satisfied with respect to such shares or
assets, and the proceeds thereof will be deemed returned to the Company. The Company has full discretionary authority to determine whether a Participant was terminated for Cause, and, if (a) a Participant has a voluntary Separation, and
(b) the Company thereafter determines that the Participant could have been involuntary terminated by an Employer or an Affiliate of an Employer for Cause, then the Participant will be treated as though he or she was involuntarily terminated for
Cause for all purposes of this Plan. 

  
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 4.4 Change in Control. In the event of a Change in Control of a
Participating Subsidiary, each Participant who is employed by such Participating Subsidiary immediately prior to the date on which the Change in Control is consummated and who, due to the Change in Control (as determined by the Company), is no
longer employed by an Employer immediately after the Change in Control will become vested in his or her Company Contributions as follows: 

(a) Minimum Vesting. The unvested portion of each affected Participant’s Company Contributions will
be vested pro rata, based on the period of time that has elapsed from the effective date of the contribution to the date of the Change in Control relative to the total vesting period related to such contribution. Before a Change in Control event,
the Company will establish a reasonable method for calculating the pro rata portion of each affected Participant’s Account Balance. 

(b) Discretionary Vesting. The Board has the discretionary authority to vest any amount held in an
affected Participant’s account that remains unvested after the application of paragraph (a) above. In making its determination, the Board may consider the terms of the transaction governing the Change in Control, the financial impact on
the Employers, and any other factors it deems relevant to its determination. 
 4.5 Forfeitures. Except as otherwise
specifically set forth herein, all Company Contributions and related deemed investment returns that are not vested on the Participant’s Separation date will be deemed forfeited, and such Participant’s account will be appropriately reduced.

 SECTION 5 

DISTRIBUTIONS 

5.1 Distributions. Except as otherwise described below, upon electing to participate in the Plan for a Plan Year, a
Participant will also make an election with respect to the timing of the payment of the amounts credited to such Participant’s account for such Plan Year. 

5.2 Distribution Dates. 

(a) Distribution Pursuant to the In-Service Payment Date. If the Participant selected an In-Service
Payment Date, then, subject to this SECTION 5 and any other terms and conditions the Company may impose, distributions will be made in a single payment in the specified year promptly after, but in no event after the 90th day following,
July 1 of such year. The Participant’s account will be valued as of the Valuation Date on or immediately preceding the distribution date. With the consent of the Company, a Participant may change the In-Service Payment Date pursuant to the
procedures established by the Company and the restrictions under Code Section 409A, which generally require making a written or online request more than 12 months in advance of the In-Service Payment Date and selecting a new In-Service
Payment Date that will occur at least five years after the originally selected date. 

  
 -11- 








 (b) Distribution on Separation. 

(i) If distribution is made due to Separation, distributions will be made in either a lump sum payment or in
installments, as selected by the Participant on his or her election. Available forms of distribution include: 

(1) Unless item (2) below applies, distributions made due to a Separation, shall be made as elected by
the Participant at the time of the deferral. Such available forms of distribution shall include a lump sum payment and substantially equal annual installments for up to ten years. 

(2) For Voluntary Deferrals, Company Contributions, and investment returns thereon that are attributable to
services performed before January 1, 2013, distribution upon a Separation shall be: 
 (A) in a single
lump sum; or 
 (B) in substantially equal annual installments for up to ten years if, at the time of such
Separation, the Participant’s combined age and years of employment (as determined using the service rules set forth in the Qualified Plan) with the Employers equals 60. 

(ii) Any single lump sum payment and the first installment of any series of installment payments will be made
promptly after, but in no event after the 90th day following, the July 1 of the Plan Year that begins following the year of Separation, and each annual installment will occur promptly after, but in no event after the 90th day following, the
July 1 of each year thereafter. Subject to reduction as set forth in clause (i) above, each installment will be equal to a fraction of all vested amounts deemed allocated to the Participant’s account, the numerator of such fraction
being one and the denominator being the number of installments remaining to be paid. For example, if the Participant has elected five annual installments, the first installment will be equal to one-fifth of the Participant’s total vested
Account Balance on the date such Account Balance is valued for purposes of the first payment date and the second installment will be equal to one-fourth of the Participant’s account on the date such account is valued for purposes of the second
payment date, etc. 
 (iii) If the Participant did not indicate a distribution date on his or her election,
or if the election was not timely filed, then distribution of the Account Balance will be made promptly after, but in no event after the 90th day following, the July 1 immediately after the date of vesting or, for Voluntary Deferred
Compensation, on the July 1 following the Plan Year in which the Separation occurs. 

  
 -12- 








 (iv) Distributions pursuant to this section will be made pro-rata
from all of a Participant’s hypothetical investments, and the Participant’s account will be valued as of the Valuation Date on or immediately preceding the distribution date. 

(v) For purposes of Code Section 409A, each installment payment will be treated as a separate single
payment. 
 (c) Distributions Following Death or Disability. Distributions following death will follow
the procedures set forth in Section 5.5. Distributions following Disability will be made in a single payment to the Participant promptly after, but in no event after the 90th day following, the date the Participant satisfies the definition of
Disability. The Participant’s account will be valued as of the Valuation Date on or immediately preceding the distribution date. 

5.3 Distribution Due to a Change In Control. If, as a result of a Change in Control, a Participant’s employer that
is a Participating Subsidiary ceases to be a Participating Subsidiary under the Plan, each Participant who is employed by such Participating Subsidiary immediately prior to the date on which the Change in Control is consummated and who, due to the
Change in Control (at the determination of the Company), is no longer employed by an employer that is a Participating Subsidiary immediately after the Change in Control will receive his or her vested Account Balance on the date on or promptly after,
but in no event after the 90th day following, the date the Change in Control is consummated. The Participant’s account will be valued as of the Valuation Date on or immediately preceding the distribution date. 

5.4 Form of Distributions. A Participant’s Account Balance will be distributed in cash, less the amount of cash
needed to satisfy withholding requirements with respect to all applicable federal, state and local taxes. 
 5.5
Distributions to Beneficiaries. Distribution of the Account Balance, based on the Valuation Date, of a Participant who dies before any payment to such Participant is made will be made to such Participant’s beneficiary in a single lump sum
provided that the Company has received a copy of the death certificate and completed distribution forms and considers such certificate and forms to be in good order. If the Participant dies after payments have commenced but before
distribution is completed, the Participant’s remaining Account Balance will be distributed to the Participant’s beneficiary in lump sum after the Participant’s death. For purposes of complying with Code Section 409A, such
distribution will occur by the end of the calendar year in which the death occurs or by the fifteenth day of the third month following the date of death, if later. Notwithstanding the foregoing sentence, if the Company is not timely notified of the
death of the Participant and therefore cannot reasonably begin or make payments by the distribution deadline required by Code Section 409A, a lump sum distribution will be made to the beneficiary as soon as possible following the Company’s
receipt of the death notification, distribution forms, and death certificate in good order, subject to any tax, interest, and penalties imposed by Section 409A. 

  
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 5.6 Designation of Beneficiary. Each Participant has the right to
designate in writing or online, in form satisfactory to the Company, one or more beneficiaries to receive the unpaid vested balance of the Participant’s account in the event of such Participant’s death, and may change or revoke any prior
beneficiary designation by a similar instrument in writing. Any beneficiary designation must be received by the Company before the Participant’s death. Any beneficiary designation of a Participant’s spouse will be made void in the event of
a divorce. If a Participant fails to designate a beneficiary or, having revoked a prior beneficiary designation, fails to designate a new beneficiary, or in the event the Participant’s beneficiary designation fails, in whole or in part, by
reason of the prior death of a designated beneficiary, divorce or for any other cause, then the undistributed vested balance of the Participant’s account, or the portion thereof as to which such designation fails, as the case may be, will be
paid to the Participant’s spouse, or if none, the Participant’s estate. 
 5.7 Disclaimers by
Beneficiaries. A beneficiary entitled to a distribution of all or a portion of a deceased Participant’s accounts may disclaim his or her interest therein subject to the following requirements. To be eligible to disclaim, a beneficiary must
be a natural person, must not have received a distribution of all or any portion of such accounts at the time such disclaimer is executed and delivered, and must have attained at least 21 years of age as of the date of the Participant’s death.
Any disclaimer must be in writing and must be executed personally by the beneficiary before a notary public. A disclaimer will state that the beneficiary’s entire interest in the undistributed accounts is disclaimed or will specify what portion
thereof is disclaimed. To be effective, duplicate original executed copies of the disclaimer must be both executed and actually delivered to the Company after the date of the Participant’s death but not later than 180 days after the date the
Company has actual knowledge of the Participant’s death. A disclaimer will be irrevocable when delivered to the Company. A disclaimer will be considered to be delivered to the Company only when actually received by the Company. The Company will
be the sole judge of the content, interpretation and validity of a purported disclaimer. Upon the filing of a valid disclaimer, the beneficiary will be considered not to have survived the Participant as to the interest disclaimed and any
distribution made to the beneficiary will be reversed. A disclaimer by a beneficiary will not be considered to be a transfer of an interest in violation of the provisions of SECTION 6 and will not be considered to be an assignment or
alienation of benefits in violation of any law prohibiting the assignment or alienation of benefits under this Plan. The Company will not recognize any other form of attempted disclaimer. 

5.8 Federal Income Tax. 

(a) Tax Consequences of Participating in the Plan. The Plan provides that the election to defer any
portion of a Participant’s compensation, and the establishment of a fixed date or schedule for payment, is made prior to the performance of the personal services for an Employer to which the compensation relates. Accordingly, the Company
believes that Participants are not expected to recognize either the deferred amounts or the Company Contributions as ordinary income for federal income tax purposes until such amounts are actually paid or distributed to them by the Company;
provided, that such amounts may still be subject to FICA taxes when deferred to the Plan or become vested under the Plan. Similarly, the Company is not expected to be allowed any income tax deduction on account of the Plan until, and for its
taxable year in which, a Participant recognizes ordinary income hereunder, to the extent such amount satisfies the general rules concerning deductibility of compensation. As described above and in Section 5.9 below, it is expected that
the Company will be required to withhold or otherwise collect income and other payroll taxes upon such amounts as required under Code Section 3402 and certain other Code sections. 

  
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 (b) Payment Acceleration for Employment Taxes.
Notwithstanding any provision of the Plan to the contrary, to the extent the Company cannot withhold FICA taxes from a Participant’s regular payroll checks to cover the FICA taxes owed by a Participant on Company Contributions as they vest, the
Company will accelerate distributions under the Plan as necessary to pay such FICA tax. In no event may the amount of the acceleration exceed the aggregate of the FICA taxes owed by such Participant that cannot be withheld from the
Participant’s regular payroll. 
 (c) Compliance with Code Section 409A. Except as
specifically provided in Section 5.5, notwithstanding any provision of the Plan to the contrary, the provisions of the Plan shall be administered, interpreted and construed in accordance with Code Section 409A, the regulations and
other binding guidance promulgated thereunder (or disregarded to the extent such provisions cannot be so administered, interpreted or construed). It is intended that distribution events authorized under the Plan qualify as permissible distribution
events for purposes of Code Section 409A, and the Plan shall be interpreted and construed accordingly in order to comply with Code Section 409A, the regulations and other binding guidance promulgated thereunder. Accordingly, if a
Participant is a specified employee for purposes of Code Section 409A and a payment subject to Code Section 409A to the Participant is due upon separation from service, such payment shall be delayed for a period of six (6) months
after the date the Participant separates from service (or, if earlier, the death of the Participant). The Company reserves the right to accelerate, delay or modify distributions to the extent permitted under Code Section 409A. Notwithstanding
any provision of the Plan to the contrary, in no event shall the Committee or the Board of Directors of the Company (or any member thereof), or the Company (or its employees, officers, directors, or affiliates) have any liability to any Participant
(or any other person) due to the failure of the Plan to satisfy the requirements of Code Section 409A or any other applicable law. 

(d) Participants Should Consult Their Tax Advisors. Due to the complexity of the applicable provisions
of the Code, this summary of certain federal income tax consequences sets forth only the general tax principles affecting the Plan. These general tax principles are subject to changes that may be brought about by subsequent legislation or by
regulations and administrative rulings, which may be applied on a retroactive basis. Neither the Company nor any Participating Subsidiary has obtained, and as a result of various provisions the Plan is not eligible for, a ruling from the Internal
Revenue Service regarding the federal income tax consequences associated with participation in the Plan. Participants may be subject to state or local income taxes as a result of their election to defer compensation pursuant to the Plan, and
Participants should refer to the applicable laws in those jurisdictions. Accordingly, each Plan Participant should consult his or her own tax counsel on questions regarding tax liabilities arising upon any election to defer compensation pursuant
to the Plan and any distributions made to such Participant pursuant to the Plan. 

  
 -15- 








 5.9 Tax Withholding. All distribution payments will be treated as wages
for tax purposes and therefore will be made net of all applicable income, FICA tax (to the extent not already withheld at the time of deferral or at vesting), payroll and other taxes required to be withheld. In connection with any event that gives
rise to a federal or other governmental tax withholding obligation on the part of the Company or any of its Affiliates relating to amounts under the Plan (including, without limitation, FICA tax), (a) a Participant’s employer may deduct or
withhold (or cause to be deducted or withheld) from any payment or distribution to a Participant, whether or not pursuant to the Plan, or (b) the Company will be entitled to require that the Participant remit cash to the Company, his or her
employer or any of its Affiliates (through payroll deductions or otherwise), in each case in an amount sufficient in the opinion of the Company to satisfy such withholding obligations. 

5.10 ERISA Matters. Although the Plan is not intended to be a tax-qualified plan under Code Section 401, the Plan
might be determined to be an “employee pension benefit plan” as defined by ERISA. If the Plan is determined to be an “employee pension benefit plan,” the Company believes that it constitutes an unfunded plan of deferred
compensation maintained for a select group of management or highly compensated employees and, therefore, exempt from many ERISA requirements. A statement has been filed with the Department of Labor to comply with ERISA reporting and disclosure
requirements. 
 SECTION 6 

SPENDTHRIFT PROVISIONS 

Neither any Participant nor the personal representative of any Participant has any transferable interest in the
Participant’s account or any right to anticipate, alienate, dispose of, pledge or encumber the same prior to actual receipt of payments in accordance with the rules described in SECTION 4 and SECTION 5, nor will the same
be subject to attachment, garnishment, execution following judgment or other legal process instituted by creditors (including current or former spouses) of the Participant or the personal representative of the Participant. 

SECTION 7 

ADMINISTRATION 

7.1 The Company. The Plan will be administered by the Company. The Company has the full power and sole discretionary
authority to make all determinations provided for in the Plan, including, without limitation, promulgating rules and regulations as the Company considers necessary or appropriate for the implementation and management of the Plan as well as rules to
address potential conflicts of interest and determination of a termination of employment due to Cause under Section 4.3; provided that the Board of Directors of the Company also has the full power and discretionary authority to
make determinations with respect to all provisions of the Plan. The decision or action of the Company, or its appropriate representative, as applicable, with respect to any question arising out of or in connection with the administration,
interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan. To further these administrative provisions, to the extent that
the Company has rights or obligations under this Plan such rights or obligations may be performed by any person, entity or office, including employees with compensation and benefits responsibilities or employees of a Participating Subsidiary, in
each case who are authorized by an officer of the Company with respect to this Plan. More information about Plan administration may be obtained by calling US HRSC at 1 (866) 477-3783. 

  
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 7.2 Claims Procedure. If any Participant or his or her estate is in
disagreement with any determination that has been made for payment under this Plan, a claim may be presented to the Company in accordance with procedures set forth in this SECTION 7. 

7.3 Making a Claim. The claim must be written and must be delivered to the Company within 90 days of the date on which
the Participant or beneficiary knows or should have known of his or her claim for benefits. Within 90 days after the claim is delivered, the claimant will receive either: (a) a decision or (b) a notice describing special circumstances
requiring a specified amount of additional time (but no more than 180 days from the day the claims as delivered) to reach a decision. 

In the event of an Adverse Benefit Determination, the claimant will receive a written or electronic notice specifying:
(a) the reasons for the determination; (b) the Plan provisions on which the Adverse Benefit Determination is based; (c) any additional information needed in connection with the claim and the reason such information is needed; and
(d) a description of the Plan’s review procedures, including a statement of the Participant’s right to bring a civil action under ERISA Section 502(a) following an Adverse Benefit Determination upon appeal. Notice of the
claimant’s right to request a review (as described in Section 7.4) will also be given to the claimant. 

7.4 Requesting Review of a Denied Claim. A claimant may request that a denied claim be reviewed. The request for review
must be written and must be delivered to the Vice President of Compensation within 60 days after claimant’s receipt of written or electronic Adverse Benefit Determination. A request for review may (but is not required to) include issues and
comments that the claimant wants considered in the review, even if such information was not provided in the initial request for benefits. The claimant may examine pertinent Plan documents, including the records and other documentation, by asking the
Vice President of Compensation for such documents. Within 60 days after delivery of a request for review, the claimant will receive either: (a) a decision; or (b) a notice describing special circumstances requiring a specified amount
of additional time (but no more than 120 days from the day the request for review was delivered) to reach a decision. 

The Vice President of Compensation may require the claimant to submit such additional facts, documents or other material as it
deems necessary or advisable in making its review. The Vice President of Compensation will notify the claimant in writing or electronically of its decision. If the Adverse Benefit Determination is confirmed in whole or in part, the communication
will set forth: (a) the specific reasons for the decision; (b) the specific references to the Plan provisions on which the decision is based; (c) a statement that the claimant is entitled to receive, upon request and free of charge,
reasonable access to and copies of all documents, records, or other information relevant to the claim; and (d) a statement regarding the claimant’s right to bring an action under ERISA Section 502(a). 

  
 -17- 








 7.5 In General. All decisions on claims and on reviews of denied claims
will be made by the Vice President of Compensation. The Vice President of Compensation also reserves the right to delegate its authority to make decisions. The Vice President of Compensation may, in its discretion, hold one or more hearings. If a
claimant does not receive a decision within the specified time, the claimant should assume the claim or appeal was denied on the date the specified time expired. The claimant may, at the claimant’s own expense, have an attorney or other
representative act on behalf of the claimant, but the Vice President of Compensation reserves the right to require a written authorization. 

No action at law or in equity may be brought to recover benefits or otherwise enforce the provisions of the Plan unless the
Participant or beneficiary has exhausted all remedies under this SECTION 7. Any action brought after exhaustion of such remedies must be brought within ninety (90) days after the Participant or beneficiary has received final notice
of an Adverse Benefit Determination under Section 7.4. 
 SECTION 8 

OTHER ADMINISTRATIVE MATTERS 

8.1 Reporting. As soon as administratively feasible after each calendar quarter end, the Company will prepare and make
available to each Participant a report showing (a) the amounts credited to the Participant’s account since the last report from the Company, and (b) the amounts of any distributions made since the last report. At its discretion, the
Company may prepare and make available more frequent reports to Participants. 
 8.2 Plan Obligor; Status as Unsecured
General Creditors. 
 (a) The Company will be the Plan Obligor with respect to distributions from all
accounts. 
 (b) All Participants are general unsecured creditors of the Plan Obligor with respect to amounts
payable pursuant to distributions from the accounts. 
 As such, Participants and their estates will not have any secured or
preferred interest by way of trust, escrow, lien or otherwise in any specific assets, of the Employers. The Plan does not require that any hypothetical investments under this Plan be funded by the Company. If the Plan Obligor, in its discretion,
elects to set aside monies or other assets to meet its obligations under the Plan (there being no obligation to do so) through the creation of a trust or otherwise, such monies or other assets will be subject to the claims of its general creditors,
and neither any Participant nor any beneficiary of any Participant will have a legal, beneficial or security interest therein. 

8.3 Disclaimer of Employment and Bonus Rights. The Plan is not a contract for employment and does not grant any
employee the right to be retained in the employment of the Employers or to obtain any compensation. Upon dismissal or severance of employment, no Participant will have any right or interest under the Plan, other than as specifically provided herein.


  
 -18- 








 8.4 Administrative Expenses of the Plan. Participants will be responsible
for all administrative expenses incurred with respect to this Plan and for all administrative expenses and other fees of this Plan (to the extent such expenses are not paid by the Company), including the costs of outsourced record-keeping (which
expenses will be deducted proportionately among Participants’ accounts). 
 8.5 Voting Rights.
Participants’ accounts under the Plan are bookkeeping accounts and, accordingly, Participants will not have any voting rights with respect to any common shares or any units or other interests in Mutual Funds and/or GAM Funds deemed allocated to
any Participant’s account. 
 8.6 Governing Law. This instrument has been executed and delivered in the State of
Minnesota and has been drawn in conformity to the laws of that state to the extent not preempted by federal law and will be construed and enforced in accordance with the laws of the State of Minnesota. 

SECTION 9 
 AMENDMENT OR
TERMINATION 
 9.1 Amendments to and Termination of Plan. The Plan may be amended from time to time or terminated
at any time by the Company. Amendments may include, without limitation, (a) ensuring that neither the Plan Obligors nor the Participants are subject to adverse Canadian or United States tax consequences, (b) modifying the form of
distribution of Participants’ accounts and (c) such other amendments as deemed necessary or desirable; provided, however, that no such amendment or termination will have the effect of (i) reducing the vested portion of
amounts already credited to a Participant’s account; (ii) extending the time of distribution of such Participant’s accounts, without the consent of such Participant and only in a manner permitted by Code Section 409A; or
(iii) causing a violation of Code Section 409A. In the event of a termination of the Plan, all accounts will be deemed vested and amounts credited thereto will be distributed to Participants in accordance with the distribution guidelines
under Code Section 409A. 
 9.2 Merger. The Company may cause all or part of this Plan to be merged with all or
a part of any other nonqualified deferred compensation plan maintained by any company. If the Company agrees to such a merger, the Company will specify in writing the terms and conditions of such merger and may obtain such consents and agreements as
it deems necessary or desirable. 
 9.3 Applicability to Successors. This Plan will be binding upon and inure to the
benefit of the Company and to the extent that the Company is a Plan Obligor under the Plan for any accounts, the Participating Subsidiaries, their successors and assigns, each Participant, his or her personal representatives and any beneficiaries.
If the Company becomes a party to any merger, consolidation or reorganization, this Plan will remain in full force and effect as any obligation of the Company or its successors in interest. 

  
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 Amended and Restated 

ROYAL BANK OF CANADA 

U.S. WEALTH ACCUMULATION PLAN 

ROYAL BANK OF CANADA 

U.S. BONUS DEFERRED ADVANTAGE PLAN 

ROYAL BANK OF CANADA 

U.S. EMPLOYEE DEFERRED ADVANTAGE PLAN 

PLAN INVESTMENT SUMMARY 
  

 

  




  
 - 1 - 

  
















     

 THIS DOCUMENT
CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. 
 The date of
this document is October 26, 2015. 

 AMENDED AND RESTATED ROYAL BANK
OF CANADA U.S. WEALTH ACCUMULATION PLAN, ROYAL BANK OF CANADA U.S. BONUS DEFERRED
ADVANTAGE PLAN, AND ROYAL BANK OF CANADA U.S. EMPLOYEE DEFERRED ADVANTAGE PLAN

 Information Concerning Investment Alternatives 
 As
described in the Amended and Restated Royal Bank of Canada U.S. Wealth Accumulation Plan and Prospectus, Royal Bank of Canada U.S. Bonus Deferred Advantage Plan and Prospectus, and Royal Bank of Canada U.S. Employee Deferred Advantage Plan and
Prospectus Plan participants will be entitled to determine how their Deferred Amounts under the Plans will be credited into accounts deemed invested in RBC’s Common Shares, Interest, or Mutual Funds. 

RBC Stock Information: The annual return on RBC’s Common Shares for each of the fiscal years in the five-year period ended September 30, 2015,
is set forth below: 
  

			
	 12-Month Period Ended

September 30
	  	 Annual Return on

RBC Common Shares (1)

	 2015
	  	-19.58%
	 2014
	  	15.54%
	 2013
	  	8.29%
	 2012
	  	31.04%
	 2011
	  	-9.00%

  

	(1) 	 Assumes quarterly reinvestment of all dividends. Percentages are based on New York Stock Exchange closing prices as of
September 30, 2015. 


 Annualized returns on RBC’s Common Shares as compared with annualized returns on the Toronto
Stock Exchange S&P/TSX Composite Index and the Standard & Poor’s 500 Index for the one- and five-year periods ended September 30, 2015, are set forth below: 

 

							
	 	  	Annualized Return on
RBC Common Shares(1)	  	Annualized Return
on S&P/TSX Composite Index (2) 
 	  	Annualized Return on S&P 500  
Index
	 1 Year
	  	-19.58%	  	-8.38%	  	-0.61%
	 5 Year
	  	  5.23%	  	4.46%	  	13.34%

  

	(1) 	 Return numbers are based on the performance of RBC Common Shares on the New York Stock Exchange plus dividend
reinvestment. 



	(2) 	 Data provided by Bloomberg. Information assumes reinvestment of all dividends. 



The past performance of RBC’s Common Shares is not a guarantee of future results. As with nearly any type of investment, a Plan
participant’s deemed investment in RBC’s Common Shares could generate little or no return or result in a loss of capital. 

  




  
 - 2 - 

  
















 RBC Interest Account Plan Rate Information: A Plan participant’s deemed investments
in the Plan Interest Rate account earn a rate of return that approximates RBC’s long term borrowing cost, as determined from time to time by the Committee. For 2015, the Plan Interest Rate will be the 3 month London Interbank Offered Rate
(“LIBOR”). The pro forma annual return on the RBC Interest Account (assuming quarterly compounding of interest) for each of the years in the five-year period ended September 30, 2015, is set forth below: 

 

			
	 12-Month Period Ended

September 30
	  	 Annual Return on

Interest Account

	 2015
	  	0.26%
	 2014
	  	0.24%
	 2013
	  	0.31%
	 2012
	  	0.47%
	 2011
	  	0.29%

 Pro forma annualized returns on the Interest Account (assuming quarterly compounding of interest) for the one-, five-,
and ten-year periods ended September 30, 2015, are set forth below: 
  

			
	 12-Month Period Ended

September 30
	  	 Annual Return on

Interest Account

	 1 Year
	  	0.26%
	 5 Year
	  	0.31%
	 10 Year
	  	1.76%

 Mutual Fund Information: A Plan participant can elect to have all or a portion of his/her Deferred Amount deemed invested
in any of the following mutual funds, which have been selected by the Committee. The Committee, at its discretion, may add, eliminate or replace mutual fund options from time to time. The mutual funds currently available and the current asset
class/investment style they represent are listed below. Annualized returns on the mutual fund options, as compared to annualized returns on the Standard & Poor’s 500 Index, the Russell 2000 Growth Index, and the MSCI EAFE Index for the
period ended September 30, 2015, are set forth below: 
  

											
	  Asset Class/Investment Style	  	Fund	  	Ticker	  	 1

Year
	  	 5

Years
	  	10
Years
	 	 	 	 	 	 
	 Short-term
Bond
  
	  	 RBC Short Duration Fixed Income Fund Class I1
  
	  	 RSDIX
	  	 1.33%
	  	 N/A
	  	 N/A

	 	 	 	 	 	 
	 Intermediate
Government
  
	  	 Access Capital Community Investment Fund Class I1
  
	  	 ACCSX
	  	 2.95%
	  	 2.75%
	  	 4.07%  

	 	 	 	 	 	 
	 Intermediate
Term Bond
  
	  	 Metropolitan West Total Return Bond Fund Class Institutional

 
	  	 MWTIX
	  	 4.95%
	  	 7.26%
	  	 6.77%  

	 	 	 	 	 	 
	
Inflation-Protected Bond
  
	  	 Vanguard Inflation-Protected Securities Fund Inst’l
Shares
  
	  	 VIPIX
	  	 1.54%
	  	 4.45%
	  	 4.52%  

	 	 	 	 	 	 
	 Nontraditional
Bond
  
	  	 RBC BlueBay Absolute Return Fund Class I1
  
	  	 RBARX
	  	 -2.54%  
	  	 N/A
	  	 N/A

	 	 	 	 	 	 
	 High Yield
Bond
  
	  	 RBC BlueBay Global High Yield Bond Fund Class I1
  
	  	 RGHYX
	  	 0.27%  
	  	 N/A
	  	 N/A

	 	 	 	 	 	 
	 Emerging
Markets Bond
  
	  	 RBC BlueBay Emerging Market Corporate Bond Fund Class I1
  
	  	 RBECX
	  	 -3.46%  
	  	 N/A
	  	 N/A

	 	 	 	 	 	 
	 Moderate
Allocation/Large Blend
  
	  	 American Funds American Balanced Fund Class R-6

 
	  	 RLBGX
	  	 13.66%  
	  	 12.88%  
	  	 7.45%  

	 	 	 	 	 	 
	 S&P 500
Index Fund
  
	  	
Fidelity® U.S. Equity Index Commingled Pool Class 1

 
	  	 N/A
	  	 19.70%  
	  	 15.66%  
	  	 8.07%  

	 	 	 	 	 	 
	
Large Cap Value
	  	 Invesco Comstock Fund Class R-6

 
	  	 ICSFX
	  	 18.72%  
	  	 15.56%  
	  	 7.79%  

	  	 Vanguard Windsor II Fund Admiral
Shares
  
	  	 VWNAX  
	  	 17.67%  
	  	 14.77%  
	  	 7.96%  

	 	 	 	 	 	 
	
Large Cap Blend
	  	 American Funds Fundamental Investors Fund Class R-6

 
	  	 RFNGX
	  	 16.70%  
	  	 14.48%  
	  	 9.50%  

	  	 Vanguard Institutional Index Fund
Inst’l Shares
  
	  	 VINIX
	  	 19.69%  
	  	 15.67%  
	  	 8.11%  

	 	 	 	 	 	 
	
Large Cap Growth
	  	 Jensen Quality Growth Fund Class I

 
	  	 JENIX
	  	 13.68%  
	  	 13.64%  
	  	 7.53%  

	  	 T. Rowe Price Growth Stock
Trust
  
	  	 N/A
	  	 16.98%  
	  	 17.00%  
	  	 N/A



  




  
 - 3 - 

  
















      

											
	 Mid Cap Value
	  	 Virtus Mid-Cap Value Fund Class
I
  
	  	 PIMVX
	  	 14.58%
	  	 15.95%
	  	 8.89%

	  	 RBC Mid-Cap Value Fund Class I1
  
	  	 RBMVX
	  	 0.91%
	  	 13.92%
	  	 N/A

	 Mid Cap Growth
	  	 RBC SMID Cap Growth Fund Class
I
  
	  	 TMCIX
	  	 4.16%
	  	 16.68%
	  	 8.32%

	  	 T. Rowe Price Mid-Cap Equity
Growth Fund
  
	  	 PMEGX
	  	 12.86%
	  	 17.19%
	  	 11.65%

	 Small Cap Value

 
	  	 American Beacon Small Cap Value
Fund Class Inst’l
  
	  	 AVFIX
	  	 7.11%
	  	 15.10%
	  	 8.54%

	 Small Cap Growth

 
	  	 RBC Small Cap Core Fund Class I1
  
	  	 RCSIX
	  	 -3.22%
	  	 11.83%
	  	 7.41%

	 Foreign Large Blend
	  	 American Funds EuroPacific Growth
Fund Class R-6
  
	  	 RERGX
	  	 6.98%
	  	 7.13%
	  	 8.47%

	  	 Artisan International Value Fund
Investor Shares
  
	  	 ARTKX
	  	 6.50%
	  	 12.64%
	  	 10.79%  

	 World Allocation/Large Blend

 
	  	 BlackRock Global Allocation Fund
Institutional Shares
  
	  	 MALOX
	  	 7.90%
	  	 7.40%
	  	 8.26%

	 Diversified Emerging Markets

 
	  	 RBC Emerging Markets Equity Fund
Class I1
  
	  	 REEIX
	  	 -8.86%
	  	 N/A
	  	 N/A

	 Equity Precious Metals/Mid Growth

 
	  	 Fidelity® Select Gold Portfolio
  
	  	 FSAGX
	  	
-10.96%  
	  	 -11.81%  
	  	 2.18%

	 	  	 Annualized Return on S&P 500
Index
  
	  	 N/A
	  	 19.73%  
	  	 15.70%
	  	 8.11%

	 	  	 Annualized Return on Russell 2000® Index
  
	  	 N/A
	  	 3.93%
	  	 14.29%
	  	 8.19%

	 	  	 Annualized Return on MSCI EAFE N
Index
  
	  	 N/A
	  	 4.70%
	  	 7.04%
	  	 6.80%



	1	 The RBC Funds are advised by RBC Global Asset Management (U.S.)
Inc., a wholly owned subsidiary of Royal Bank of Canada and will be effective as of January 4, 2016. None of the other mutual funds are affiliated with RBC or any of its affiliates. 



Mutual Fund Information - Fund Descriptions: The following descriptions of the mutual funds are derived from and are qualified in their entirety by the
full text of the prospectus for each fund, copies of which are available upon request by calling the RBC USA Retirement Helpline at 866-697-1002 or online at www.netbenefits.com. Although RBC and the Participating Subsidiary are providing
certain information with respect to each fund below, neither RBC nor the Participating Subsidiary express any opinion as to the accuracy and completeness of such information, and RBC and the Participating Subsidiary expressly disclaim any liability
for any inaccuracies or misrepresentations with respect to each fund contained herein. Plan participants are urged to review carefully the prospectuses for the mutual funds and to make any inquiries they feel necessary prior to making their
decisions about deemed investments in these mutual funds. 
  

							
	 Mutual Fund Information - Fund Descriptions

 

	Fund Name	  	Type of Fund	  	Goal	  	Principal Investment Strategies
	 RBC Short Duration Fixed Income Fund Class I

 
 (RSDIX)
	  	Short-term bond mutual fund	  	Seeks to achieve a high level of current income consistent with preservation of capital.	  	 The Fund seeks to achieve its
investment objective by investing, under normal circumstances, at least 80% of its assets in fixed income securities. The fixed income securities in which the Fund may invest include, but are not limited to, bonds, convertible securities, municipal
securities, mortgage-related and asset-backed securities, and obligations of U.S. and foreign governments and their agencies. The Fund may invest in securities with fixed, floating or variable rates of interest. The Fund may invest up to 25% of its
net assets in securities that are non-investment grade (high yield/junk bond).
  
 The Fund
typically seeks to maintain a duration of three years or less. Duration is a measure of price sensitivity of a debt security or a portfolio of debt securities relative to changes in interest rates. The longer a security’s duration, the more
sensitive it will be to changes in interest rates. The Fund may invest in securities of both U.S. and foreign issuers. The Fund will normally invest in a portfolio of fixed income securities denominated in U.S. Dollars but may invest in securities
denominated in currencies of other countries.
  
 In addition, the Fund may invest its assets in
derivatives, which are instruments that have a value derived from or directly linked to an underlying asset, such as equity securities, bonds, commodities, currencies, interest rates, or market indices. In particular, the Fund may use interest rate
futures to manage portfolio risk. The Fund’s exposure to derivatives will vary. For purposes of meeting its 80% investment policy, the Fund may include derivatives that have characteristics similar to the Fund’s direct
investments.



  




  
 - 4 - 

  

















							
	 Mutual Fund Information - Fund Descriptions

 

	Fund Name	  	Type of Fund	  	Goal	  	Principal Investment Strategies
	 	 	 	 
	 	  	 	  	 	  	 The Advisor uses a bottom-up, fundamental process combined
with topdown risk management tools designed to meet the objectives of high level of current income consistent with preservation of capital over the long term.
  

The Advisor will also make active allocation decisions by focusing on sector targets, yield curve exposure and duration of the Fund’s portfolio.

 

	 Access Capital Community Investment Fund Class I

 
 (ACCSX)
	  	Intermediate government mutual fund	  	Seeks to invest in geographically specific debt securities located in portions of the United States designated by Fund
shareholders.	  	 The Fund seeks to achieve its
investment objective by investing primarily in high quality debt securities and other debt instruments supporting affordable housing and community development and servicing low- and moderate-income (“LMI”) individuals and communities in
areas of the United States designated by Fund shareholders. Within those parameters, the Fund seeks a competitive return consisting of current income and capital appreciation. The Fund defines instruments supporting the “affordable housing
industry” to include mortgage-backed securities, small business loans, municipal securities, and other instruments supporting affordable housing and community development, and serving LMI individuals and communities. These investments may
involve private placement transactions and may include variable rate instruments. The Fund is non-diversified and, therefore, compared to a diversified investment company, the Fund may invest a greater percentage of its assets in securities of a
particular issuer. The Fund may borrow money from banks and enter into reverse repurchase agreements to obtain additional funds to make investments. 
  

Community Investments. At the time of their share purchase, investors meeting certain investment levels may elect to have their investment amount invested
in particular areas of the United States as their preferred geographic focus or Designated Target Region. If, after six months, the Advisor is unable to make appropriate investments in a shareholder’s Designated Target Region, the shareholder
will have the option to redefine its Designated Target Region. Each shareholder’s returns will be based on the investment performance of the Fund’s blended overall portfolio of investments and not just on the performance of the assets in
the Designated Target Region(s) selected by that shareholder.
  
 The Fund expects that
substantially all or most of its investments will be considered eligible for regulatory credit under the Community Reinvestment Act of 1977 (“CRA”) and that shares of the Fund will be eligible for regulatory credit under the CRA. The Fund
intends to invest solely in qualified investments in Designated Target Regions. 
  

Investment Program. The Fund is designed for investors seeking a competitive return on high quality debt securities that support affordable housing and/or
underlying community development activities in distinct parts of the United States. Not all of the investors in the Fund are subject to CRA requirements, but may be seeking to make investments in underserved communities or to fulfill other socially
responsible related investment objectives. Investors that are not subject to the CRA requirements do not receive CRA credit for their investments.
  

Concentration in the Affordable Housing Industry. The Fund concentrates in the affordable housing industry, which means it will invest at least 25% of its
total assets in the affordable housing industry. The Fund may, however, invest up to 100% of its total assets in the affordable housing industry. The Fund will invest a significant amount of its assets in securities issued by Government National
Mortgage Association (“Ginnie Mae”) and government sponsored enterprises (“GSEs”), such as the Federal National Mortgage Association (“Fannie Mae”) and Federal Home Loan Mortgage Corporation (“Freddie Mac”),
Federal Housing Administration (“FHA”) project loans, and tax-exempt debt issued by state housing finance authorities (“HFAs”) to finance their work in affordable housing. 

 
 Credit Quality. The Fund will invest at least 75% of its total assets in securities
(i) having a rating in the highest rating category assigned by a nationally recognized statistical rating organization; or (ii) if unrated, deemed by the Advisor to be of comparable quality to securities which are so rated; or (iii) issued or
guaranteed



  




  
 - 5 - 

  

















							
	 Mutual Fund Information - Fund Descriptions

 

	Fund Name	  	Type of Fund	  	Goal	  	Principal Investment Strategies
	 	  	 	  	 	  	 by the U.S. Government,
government agencies, or GSEs (together, “First Tier Holdings”). The remainder of the Fund’s total assets will be invested in First Tier Holdings or in securities rated at least in the second highest category assigned by a nationally
recognized statistical rating organization, or, if unrated, deemed by the Advisor to be of comparable quality.
  

Duration. From time to time, the Advisor may seek to maintain an overall average dollar-weighted portfolio
duration for the Fund that is within certain percentage ranges (such as 25%) above or below a selected benchmark index. The duration of a bond is a measure of the approximate price sensitivity to changes in interest rates and is expressed in years.
The longer the duration of the bond, the more sensitive the bond’s price is to changes in interest rates. The Advisor may use interest rate futures contracts, options on futures contracts and swaps to manage the Fund’s target duration.

 

	 Metropolitan West Total Return Bond Fund Class Institutional

 
 (MWTIX)
	  	Intermediate-term bond mutual fund	  	Seeks to maximize long-term total return	  	 The Fund pursues its objective
by investing, under normal circumstances, at least 80% of its net assets in investment grade fixed income securities or unrated securities that are determined by the Adviser to be of similar quality. Up to 20% of the Fund’s net assets may be
invested in securities rated below investment grade. The Fund also invests at least 80% of its net assets plus borrowings for investment purposes in fixed income securities it regards as bonds. Under normal conditions, the portfolio duration is two
to eight years and the dollar-weighted average maturity ranges from two to fifteen years. The Fund invests in the U.S. and abroad, including emerging markets, and may purchase securities of varying maturities issued by domestic and foreign
corporations and governments. The Adviser will focus the Fund’s portfolio holdings in areas of the bond market (based on quality, sector, coupon or maturity) that the Adviser believes to be relatively undervalued.

 
 Investments include various types of bonds and other securities, typically corporate bonds, notes,
collateralized bond obligations, collateralized debt obligations, mortgage-related and asset-backed securities, bank loans, money-market securities, swaps, futures, municipal securities, options, credit default swaps, private placements and
restricted securities. These investments may have interest rates that are fixed, variable or floating.
  

Derivatives will be used in an effort to hedge investments, for risk management, or to increase income or gains for the Fund. The Fund may also seek to obtain market
exposure to the securities in which it invests by entering into a series of purchase and sale contracts or by using other investment techniques.
  

	 Vanguard Inflation- Protected Securities Fund Institutional Shares

 
 (VIPIX)
	  	Inflation-protected bond mutual fund	  	Provide inflation protection and income consistent with investment in inflation-indexed securities	  	 The Fund invests at least 80%
of its assets in inflation-indexed bonds issued by the U.S. government, its agencies and instrumentalities, and corporations. The Fund may invest in bonds of any maturity; however, its dollar-weighted average maturity is expected to be in the range
of 7 to 20 years. At a minimum, all bonds purchased by the Fund will be rated investment-grade or, if unrated, will be considered by the advisor to be investment-grade.

 

	 RBC BlueBay Absolute Return Fund Class I

 
 (RBARX)
	  	Nontraditional bond mutual fund	  	Seeks to achieve a positive total return.	  	 The Fund seeks to achieve its
investment objective by investing primarily in a portfolio of fixed income securities and/or investments that provide exposure to fixed income securities that are investment grade (medium and high quality), and are considered by the Fund to have the
potential to achieve a positive total return. Total return is defined as income plus capital appreciation.
  

Investment grade securities are securities rated Baa3 or BBB- or above by Moody’s or S&P, respectively, a similar rating from a recognized agency, or unrated
securities deemed comparable by the Fund. The Fund may invest up to 25% of its assets in non-investment grade securities (high yield/junk bond), provided that such securities are not rated below B3 or B- by Moody’s or S&P, respectively.

 
 The Fund has an absolute return strategy which means that it is not managed relative to an index.
The Fund seeks to achieve a positive total return by investing in a portfolio of long and short fixed income securities and derivatives. The Fund may also invest substantially in cash and cash equivalents in accordance with its objective to achieve
a positive total return.
  



  




  
 - 6 - 

  

















							
	 Mutual Fund Information - Fund Descriptions

 

	Fund Name	  	Type of Fund	  	Goal	  	Principal Investment Strategies
	 	 	 	 
	 	  	 	  	 	  	 In seeking to achieve its objective, the Fund will invest in
foreign securities and sovereign debt securities of entities and governments. There is no limit on the number of countries in which the Fund may invest, and the Fund may invest in a number of different countries at any time.

 
 The Fund’s portfolio of fixed income securities will be denominated in both the U.S. Dollar and
currencies of other developed countries. Currencies of developed countries include, but are not limited to: U.S. Dollar, Canadian Dollar, Euro, GB Pound and Japanese Yen.
  

The Fund may invest in derivative instruments such as futures contracts, interest rate swaps, credit default swaps and currency forwards, subject to applicable law and
any other restrictions described in the Fund’s Prospectus or Statement of Additional Information. Derivatives are instruments that have a value based on another instrument, interest rate, exchange rate or index, and may be used as substitutes
for securities in which the Fund can invest. The Fund may use futures contracts, swaps and forwards as tools in the management of portfolio assets. The Fund may use such derivatives, through the creation of either long or short positions, to hedge
various investments, to reduce directional market risk, to obtain economic leverage, for investment purposes, for risk management and/or to increase income or gain to the Fund.

 
 The Fund is non-diversified, which means that it may invest its assets in a smaller number of
issuers than a diversified fund.
  

	 RBC BlueBay Global High Yield Bond Fund Class I

 
 (RGHYX)
	  	High yield bond mutual fund	  	Seeks to achieve a high level of total return consisting of income and capital appreciation.	  	 The Fund seeks to achieve its
investment objective by investing, under normal circumstances, at least 80% of its assets in global fixed income securities and/or investments that, at the time of purchase, provide exposure to fixed income securities that are non-investment grade
(high yield /junk bond), and are considered by the Fund to have the potential to provide a high level of total return. The Fund will normally invest in high yield debt instruments of companies domiciled in at least three countries (one of which may
be the United States). Up to 20% of the Fund’s total assets may be invested in other securities, including investment grade securities.
  

Non-investment grade securities are securities rated Ba1 or BB+ or below by Moody’s Investors Service, Inc. (“Moody’s”) or Standard & Poor’s
Financial Services LLC (“S&P”), respectively, a similar rating from a recognized agency, or unrated securities deemed comparable by the Fund. The Fund will normally invest at least 50% of the Fund’s assets in security holdings
issued by U.S.-domiciled entities. The Fund may also invest (i) up to 10% of its total assets in security holdings issued by entities domiciled in Latin America (Mexico, Central America, South America and the islands of the Caribbean, including
Puerto Rico) and (ii) up to 10% of its total assets in security holdings issued by entities domiciled in Asia (the Asian continent and the surrounding Pacific islands including Australia and New Zealand). These limits also include security holdings
issued by entities which are not domiciled in such regions but carry out their business activities predominantly within these regions, as determined by the Sub-Advisor.
  

The Fund will invest, either directly or indirectly (e.g. via derivatives such as credit linked notes, interest rate swaps, total return swaps and credit default swaps),
primarily in fixed income securities that are non-investment grade. Derivatives, which are instruments that have a value based on another instrument, interest rate, exchange rate or index, may be used as substitutes for securities in which the Fund
can invest. The Fund may use futures contracts, options, swaps and forwards as tools in the management of portfolio assets. The Fund may use such derivatives through either the creation of long and short positions to hedge various investments, for
investment purposes, for risk management and/or to increase income or gain to the Fund.
  



  




  
 - 7 - 

  

















							
	 Mutual Fund Information - Fund Descriptions

 

	Fund Name	  	Type of Fund	  	Goal	  	Principal Investment Strategies
	 	 	 	 
	 RBC BlueBay Emerging Market
Corporate Bond Fund Class I
  
 (RBECX)
	  	Emerging markets bond mutual fund	  	Seeks to achieve a high level of total return consisting of income and capital appreciation.	  	 The Fund seeks to achieve its investment objective by
investing, under normal circumstances, at least 80% of its assets in fixed income securities and/or investments that provide exposure to fixed income securities of corporate issuers tied to emerging countries.

 
 A security is economically tied to an emerging market country if it is issued by a foreign
government (or any political subdivision, agency, authority or instrumentality of such government) or corporation and the security is principally traded on the emerging country’s securities markets, or the issuer principally operates in the
emerging country, derives a significant percentage of its income from its operation within the emerging country, or has a significant percentage of its assets in the emerging country. The Fund may consider classifications by the World Bank, the
International Finance Corporation or the United Nations (and its agencies) in determining whether a country is emerging or developed. Currently, emerging countries include, but are not limited to, countries in Asia (excluding Japan), Africa, Eastern
Europe, the Middle East, and Latin America.
  
 The Fund will normally invest, either directly or
indirectly (e.g. via derivatives such as credit linked notes, interest rate swaps, total return swaps and credit default swaps), primarily in fixed income securities of any rating (i.e. including investment grade and below investment grade (junk
bonds)), unrated debt securities and distressed debt securities issued by emerging market corporate issuers, denominated in the U.S. Dollar and currencies of other developed countries. The Fund may invest in securities of any market capitalization
and may from time to time invest a significant amount of its assets in fixed income securities issued by smaller companies.
  

Derivatives, which are instruments that have a value based on another instrument, interest rate, exchange rate or index, may be used as substitutes for securities in
which the Fund can invest. The Fund may use futures contracts, options, swaps and forwards as tools in the management of portfolio assets. The Fund may use such derivatives through either the creation of long and short positions to hedge various
investments, for investment purposes, for risk management and/or to increase income or gain to the Fund.
  

The Fund’s investments may include securities traded in local emerging markets. Currencies of developed countries include: U.S. Dollar, Canadian Dollar, Euro, GB
Pound and Japanese Yen. Local currencies can be defined as the currency of the issuer based in emerging countries worldwide (e.g. Brazil bonds issued in Brazilian Real).

 

	 American Funds American Balanced Fund Class R-6

 
 (RLBGX)
	  	Moderate allocation/Large blend mutual fund	  	 (1) conservation of capital;

(2) current income and;
 (3) long-term growth of capital and income
	  	 The fund uses a balanced
approach to invest in a broad range of securities, including common stocks and investment-grade bonds (rated Baa3 or better or BBB- or better by Nationally Recognized Statistical Rating Organizations designated by the fund’s investment adviser
or unrated but determined to be of equivalent quality). The fund also invests in securities issued and guaranteed by the U.S. government and by federal agencies and instrumentalities. In addition, the fund may invest a portion of its assets in
common stocks, most of which have a history of paying dividends, bonds and other securities of issuers domiciled outside the United States.
  

Normally the fund will maintain at least 50% of the value of its assets in common stocks and at least 25% of the value of its assets in debt securities, including money
market securities. Although the fund focuses on investments in medium to larger capitalization companies, the fund’s investments are not limited to a particular capitalization size.

 
 The investment adviser uses a system of multiple portfolio counselors in managing the fund’s
assets. Under this approach, the portfolio of the fund is divided into segments managed by individual counselors who decide how their respective segments will be invested.
  

The fund relies on the professional judgment of its investment adviser to make decisions about the fund’s portfolio investments. The basic investment philosophy of
the investment adviser is to seek to invest in attractively valued securities that, in its opinion, represent good, long-term investment opportunities. The investment adviser believes that an important way to accomplish this is through fundamental
analysis, which may include meeting with company executives and employees, suppliers, customers and competitors. Securities may be sold when the investment adviser believes that they no longer represent relatively attractive investment
opportunities.



  




  
 - 8 - 

  

















							
	 Mutual Fund Information - Fund Descriptions

 

	Fund Name	  	Type of Fund	  	Goal	  	Principal Investment Strategies
	 	 	 	 
	 Fidelity® U.S. Equity Index Commingled Pool
  

(N/A)
	  	Commingled pool of the Fidelity Group Trust for Employee Benefit Plans (not a mutual fund). Managed by Fidelity Management Trust Company (FMTC).	  	The Pool seeks to provide investment results that correspond to the total return performance of common stock publicly traded in the United States.	  	 Normally, at least 90% of the assets will be invested in
common stocks included in the S&P 500 Index, which broadly represents the performance of common stocks publicly traded in the United States. The Pool may also invest in futures, index options, and exchange traded funds. Unit price and return
will vary.
  

	 Invesco Comstock Fund Class R-6

 
 (ICSFX)
	  	Large cap value mutual fund	  	Total return through growth of capital and current income	  	 The Fund invests, under normal
circumstances, at least 80% of its net assets (plus any borrowings for investment purposes) in common stocks, and in derivatives and other instruments that have economic characteristics similar to such securities.

 
 The Fund may invest in securities of issuers of any market capitalization; however, a substantial
number of the issuers in which the Fund invests are large-capitalization issuers.
  
 The Fund may
invest up to 10% of its net assets in real estate investment trusts (REITs).
  
 The Fund may invest
up to 25% of its net assets in securities of foreign issuers, which may include securities of issuers located in emerging markets countries, i.e., those that are in the initial stages of their industrial cycles, and depositary receipts.

 
 The Fund can invest in derivative instruments including forward foreign currency contracts and
futures contracts.
  
 The Fund can use forward foreign currency contracts to hedge against adverse
movements in the foreign currencies in which portfolio securities are denominated.
  
 The Fund can
use futures contracts, including index futures, to seek exposure to certain asset classes and to hedge against adverse movements in the foreign currencies in which portfolio securities are denominated.

 
 In selecting securities for investment, Invesco Advisers, Inc. (Invesco or the Adviser), the
Fund’s investment adviser, focuses primarily on a security’s potential for capital growth and income. The Adviser emphasizes a value style of investing, seeking well-established, undervalued companies that have identifiable factors that
might lead to improved valuations.
  
 The Adviser will consider selling a security if it meets one
or more of the following criteria: (1) the target price of the investment has been realized and the Adviser no longer considers the company undervalued, (2) a better value opportunity is identified, or (3) research shows that the company is
experiencing deteriorating fundamentals beyond the Adviser’s tolerable level and the trend is likely to be a long-term issue.
  

	 Vanguard Windsor II Fund Admiral Shares

 
 (VWNAX)
	  	Large cap value mutual fund	  	Seeks to provide long-term capital appreciation and income	  	 The Fund invests mainly in
large- and mid-capitalization companies whose stocks are considered by an advisor to be undervalued. Undervalued stocks are generally those that are out of favor with investors and that the advisor feels are trading at prices that are below average
in relation to measures such as earnings and book value. These stocks often have above-average dividend yields. The Fund uses multiple investment advisors.
  

	 American Funds Fundamental Investors Fund Class R-6

 
 (RFNGX)
	  	Large cap blend mutual fund	  	To achieve long-term growth of capital and income	  	 The fund seeks to invest
primarily in common stocks of companies that appear to offer superior opportunities for capital growth and most of which have a history of paying dividends. In addition, the fund may invest significantly in securities of issuers domiciled outside
the United States.
  
 The investment adviser uses a system of multiple portfolio managers in
managing the fund’s assets. Under this approach, the portfolio of the fund is divided into segments managed by individual managers who decide how their respective segments will be
invested.



  




  
 - 9 - 

  

















							
	 Mutual Fund Information - Fund Descriptions

 

	Fund Name	  	Type of Fund	  	Goal	  	Principal Investment Strategies
	 	 	 	 
	 	  	 	  	 	  	 The fund relies on the professional judgment of its
investment adviser to make decisions about the fund’s portfolio investments. The basic investment philosophy of the investment adviser is to seek to invest in attractively valued companies that, in its opinion, represent good, long-term
investment opportunities. The investment adviser believes that an important way to accomplish this is through fundamental analysis, which may include meeting with company executives and employees, suppliers, customers and competitors. Securities may
be sold when the investment adviser believes that they no longer represent relatively attractive investment opportunities.
  

	 Vanguard Institutional Index Fund Institutional Shares

 
 (VINIX)
	  	Large cap blend mutual fund	  	Track the performance of a benchmark index that measures the investment return of large-capitalization stocks	  	 The Fund employs an indexing
investment approach designed to track the performance of the Standard & Poor‘s 500 Index, a widely recognized benchmark of U.S. stock market performance that is dominated by the stocks of large U.S. companies. The Fund attempts to replicate
the target index by investing all, or substantially all, of its assets in the stocks that make up the Index, holding each stock in approximately the same proportion as its weighting in the Index.

 

	 Jensen Quality Growth Fund Class I Shares

 
 (JENIX)
	  	Large cap growth mutual fund	  	Seeks long-term capital appreciation	  	 To achieve its objective, the
Fund invests in equity securities of approximately 25 to 30 companies that satisfy the investment criteria described below. Equity securities in which the Fund invests as a principal strategy consist primarily of common stocks of U.S. companies.
Generally, each company in which the Fund invests must, as determined by the Fund’s investment adviser, Jensen Investment Management, Inc. (the “Adviser”):
  

•      Have consistently achieved a high return on equity over the prior ten years;

•      Be in excellent financial condition; and

•      Be capable of sustaining outstanding business performance.

 
 These companies are selected from a universe of companies that have produced long-term records of
consistently high returns on shareholder equity. In order to qualify for this universe, each company must have a market capitalization of $1 billion or more, and a return on equity of 15% or greater in each of the last 10 years as determined by the
Adviser. The Adviser determines on an annual basis the companies that qualify for inclusion in the Fund’s investable universe.
  

The Fund may purchase securities when they are priced below their intrinsic values as determined by the Adviser. The Fund may sell all or part of its position in a
company when the Adviser has determined that another qualifying security has a greater opportunity to achieve the Fund’s objective. In addition, the Fund generally sells its position in a company when the company no longer meets one or more of
the Fund’s investment criteria. In the event that the company no longer satisfies the investment criteria and the failure is due to an extraordinary situation that the Adviser believes will not have a material adverse impact on the
company’s operating performance, the Fund may continue to hold and invest in the company.
  

The Adviser expects to include in the Fund’s investment portfolio at any time securities of approximately 25 to 30 primarily domestic companies. The Fund must always
own the securities of a minimum of 15 different companies in its portfolio. The Fund strives to be fully invested at all times in publicly traded common stocks and other eligible equity securities issued by companies that meet the investment
criteria described in this Prospectus.
  
 The Fund is non-diversified, which means that a
relatively high percentage of its assets may be invested in a limited number of issuers of securities.

	 T. Rowe Price Growth Stock Trust

 
 (N/A)
	  	Large cap Growth	  	Seeks long-term growth of capital and, secondarily, increasing dividend income by investing primarily in common stocks of
well-established growth companies	  	The trust focuses on companies having one or more of the following characteristics: Superior growth in earnings
and cash flow. Ability to sustain earnings momentum even during economic slowdowns. Occupation of a lucrative niche in the economy and stability to expand even during times of slow economic
growth.


  




  
 - 10 - 

  

















							
	 Mutual Fund Information - Fund Descriptions

 

	Fund Name	  	Type of Fund	  	Goal	  	Principal Investment Strategies
	 	 	 	 
	 Virtus Contrarian

Fund Class I
  

(PIMVX)
	  	Mid cap value mutual fund	  	Long-term growth of capital	  	 Using a contrarian investment approach, the subadviser
searches for successful business segments buried in distressed or restructuring companies. The subadviser targets established companies that, based on independent research, are believed to offer promising future growth prospects. Extensive valuation
and security analysis provides the basis for construction of a concentrated portfolio designed to have low turnover.
  

The fund typically invests in the securities of medium to large capitalization companies, but it is not limited to investing in the securities of companies of any
particular size.
  

	 RBC Mid Cap

Value Fund
 Class I

 
 (RBMVX)
	  	Mid cap value mutual fund	  	Seeks long-term capital appreciation	  	 The Fund normally invests at
least 80% of its assets in common stocks of mid-sized companies that are considered to be undervalued in relation to earnings, dividends and/or assets. Mid-sized companies are defined by the Fund as companies that fall within the market
capitalization range of the Russell Midcap® Value Index at the time of purchase. As of May 31, 2014, the market capitalization range for the Russell Midcap® Value Index was approximately $2.2 billion to $27.1 billion. The Advisor uses a disciplined, bottom-up approach to select stocks for the Fund’s portfolio with a focus on fundamental research
and qualitative analysis. This analysis considers factors such as attractive and sustainable business fundamentals, financial strength, management strength and low valuation. The Fund normally invests for the long-term, but may sell a security at
any time the Advisor considers the security to be overvalued or otherwise unfavorable. The Fund expects to invest primarily in securities of U.S.-based companies, but may also invest in securities of non-U.S. companies.

 

	 RBC SMID Cap Growth Fund Class I

 
 (TMCIX)
	  	Mid cap growth mutual fund	  	Seeks long-term capital appreciation	  	 The Fund normally invests at
least 80% of its assets in common stocks of small-and mid-capitalization growth companies within the market capitalization range of the Russell 2500TM Growth Index at the time of investment. As of May 31, 2014, the market capitalization range
for the Russell 2500TM Growth Index was approximately $169 million to $9.4 billion. The Advisor uses a bottom-up investment approach employing fundamental analysis to identify individual companies for inclusion in the Fund’s portfolio. In
analyzing companies for investment, the Advisor looks for, among other things, companies that it believes have:
  

•  Positive future revenue and earnings growth prospects

 
 •  Consistent
financial results
  

•  High returns on equity and profit margins relative to industry peers

 
 •  A strong
balance sheet
  

•  Attractive valuation metrics

 
 In addition, the Advisor prefers companies that it believes possess the
following qualitative characteristics:
  

•  Superior company management

 
 •  A unique
market niche and broad market opportunities
  

•  Solid accounting methodology

 
 The Fund’s portfolio will normally consist of
approximately 70 to 90 companies.
  

	 T. Rowe Price Mid Cap Equity Growth Fund

 
 (PMEGX)
	  	Mid cap growth mutual fund	  	Seeks to provide long-term capital appreciation by investing in mid-cap stocks with potential for above-average earnings
growth	  	The fund will normally invest at least 80% of its net assets (including any borrowings for investment purposes)
in a diversified portfolio of common stocks of mid-cap companies whose earnings T. Rowe Price expects to grow at a faster rate than the average company. The fund defines mid-cap companies as those whose market capitalization (number of shares
outstanding multiplied by share price) falls within the range of either the S&P MidCap 400 Index or the Russell Midcap Growth Index. As of December 31, 2014, the market capitalization ranges for the S&P MidCap 400 Index and the Russell
Midcap Growth Index were approximately $842.8 million to $13.9 billion, and $275.2 million to $32.3 billion, respectively. The market capitalization of the companies in the fund’s portfolio
and


  




  
 - 11 - 

  

















							
	 Mutual Fund Information - Fund Descriptions

 

	Fund Name	  	Type of Fund	  	Goal	  	Principal Investment Strategies
	 	  	 	  	 	  	 the S&P and Russell indices
changes over time; the fund will not automatically sell or cease to purchase stock of a company it holds just because the company’s market capitalization grows or falls outside these ranges.

 
 As “growth” investors, T. Rowe Price believes that when a company’s earnings grow
faster than both inflation and the overall economy, the market will eventually reward it with a higher stock price.
  

In selecting investments, we generally favor companies with one or more of the following:
  

•      proven products or services;

•      a record of above-average earnings growth;

•      demonstrated potential to sustain earnings growth;

•      connection to an industry experiencing increasing demand; or

•      stock prices that appear to undervalue their growth prospects.

 
 In pursuing its investment objective, the fund has the discretion to deviate from its
normal investment criteria. These situations might arise when the fund’s management believes a security could increase in value for a variety of reasons, including an extraordinary corporate event, a new product introduction or innovation, a
favorable competitive development, or a change in management.
  
 While most assets will typically
be invested in U.S. common stocks, the fund may invest in foreign stocks in keeping with the fund’s objectives.
  

The fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into more promising opportunities.

 

	 American Beacon Small Cap Value Fund Class Institutional

 
 (AVFIX)
	  	Small cap value mutual fund	  	Long-term capital appreciation and current income	  	 Under normal circumstances, at
least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities of small market capitalization companies. These companies have market capitalizations of $5 billion or less at the
time of investment. The Fund’s investments may include common stocks, preferred stocks, securities convertible into common stocks, real estate investment trusts (“REITs”), American Depositary Receipts (“ADRs”) and U.S.
dollar-denominated foreign stocks traded on U.S. exchanges (collectively, “stocks”). The Manager allocates the assets of the Fund among different sub-advisors.
  

The Manager believes that this strategy may help the Fund outperform other investment styles over the longer term while reducing volatility and downside risk. The
sub-advisors select stocks that, in their opinion, have most or all of the following characteristics (relative to the Russell 2000® Index):

 

•      above-average earnings growth potential,

•      below-average price to earnings ratio,

•      below-average price to book value ratio

•      below-average price to revenue ratios, and

•      above average free cash flow yields and return on capital.

 
 Each of the sub-advisors determines the earnings growth prospects of companies based
upon a combination of internal and external research using fundamental analysis and considering changing economic trends. The process is research driven and takes into consideration items such as a company’s tangible assets, sustainability of
its cash flows, capital intensity and financial leverage.
  
 One of the sub-advisors manages two
allocations of the Fund’s assets, one pursuant to the fundamental research strategy discussed above and the other pursuant to a quantitative application of its fundamental research process (“Quantitative Strategy”). The sub-advisor
implements the Quantitative Strategy by using a quantitative multi-factor model that identifies the factors present in the sub-advisor’s fundamental research portfolio, which may include, for example, below-average price-to-revenue ratios,
price-to-earnings ratios and price-to-book ratios and above-average free cash flow yields and return on capital. The model applies these factors and factor weightings to the Russell 2000 Index universe of companies and makes recommendations for
adjustments to the portfolio on a daily basis.



  




  
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	 Mutual Fund Information - Fund Descriptions

 

	Fund Name	  	Type of Fund	  	Goal	  	Principal Investment Strategies
	 	 	 	 
	 	  	 	  	 	  	 For each sub-advisor, the decision to sell a stock is
typically based on the belief that the company is no longer considered undervalued or shows deteriorating fundamentals, or that better investment opportunities exist in other stocks.

 
 The Fund may invest cash balances in other investment companies and may purchase and sell futures
contracts to gain market exposure on cash balances or reduce market exposure in anticipation of liquidity needs.
  

The Fund may lend its securities to broker-dealers and other institutions to earn additional income.

 

	 RBC Small Cap Core Fund Class I

 
 (RCSIX)
	  	Small cap growth mutual fund	  	Seeks long-term growth of capital.	  	 The Fund normally invests at
least 80% of its assets in common stocks of small companies. The Fund currently considers “small companies” to be those within the market capitalization range of the Russell 2000®
Index at the time of initial purchase by the Fund. As of May 31, 2014, the market capitalization range of the Russell 2000® Index was $169 million to $4 billion.

 
 The Fund seeks to provide long-term growth of capital while taking a low risk approach to small
company investing. The Fund selects stocks of companies that are selling at prices the Advisor believes are attractive in relation to the companies’ fundamental financial characteristics and business prospects. The Advisor uses a bottom-up
approach to select stocks for the Fund’s portfolio with a focus on companies’ competitive positions, strong balance sheets, and profit margin improvement potential. The Advisor believes that portfolios of smaller companies with low
valuations, long-term attractive business fundamentals, and near-term profitability improvement potential should produce strong absolute and risk-adjusted returns over time.

 

	 American Funds EuroPacific Growth Fund Class R-6

 
 (RERGX)
	  	Foreign large blend mutual fund	  	Provide long-term growth of capital	  	 Normally the fund will invest
at least 80% of its net assets in securities of issuers in Europe and the Pacific Basin. A country will be considered part of Europe if it is part of the MSCI European indexes, and part of the Pacific Basin if any of its borders touches the Pacific
Ocean. In determining the domicile of an issuer, the fund’s investment adviser will consider the domicile determination of a leading provider of global indexes, such as Morgan Stanley Capital International, and may also take into account such
factors as where the company’s securities are listed and where the company is legally organized, maintains principal corporate offices, conducts its principal operations and/or generates revenues. The fund may invest a portion of its assets in
common stocks and other securities of companies in emerging markets.
  
 The investment adviser uses
a system of multiple portfolio managers in managing the fund’s assets. Under this approach, the portfolio of the fund is divided into segments managed by individual managers who decide how their respective segments will be invested.

 
 The fund relies on the professional judgment of its investment adviser to make decisions about the
fund’s portfolio investments. The basic investment philosophy of the investment adviser is to seek to invest in attractively valued companies that, in its opinion, represent good, long-term investment opportunities. The investment adviser
believes that an important way to accomplish this is through fundamental analysis, which may include meeting with company executives and employees, suppliers, customers and competitors. Securities may be sold when the investment adviser believes
that they no longer represent relatively attractive investment opportunities.

	 Artisan International Value Fund Investor Shares

 
 (ARTKX)
	  	Foreign large blend mutual fund	  	Seeks maximum long-term capital growth	  	 Artisan employs a fundamental
investment process to construct a diversified portfolio of securities of undervalued non-U.S. companies of all sizes. Artisan seeks to invest in what Artisan considers to be high quality, undervalued companies with strong balance sheets and
shareholder-oriented management teams.\ Artisan’s investment process focuses on four key characteristics:
  

•      Undervaluation. Determining the intrinsic value of a business is the heart of
Artisan’s research process. Artisan believes that intrinsic value represents the amount that a buyer would pay to own a company’s future cash flows. Artisan seeks to invest at a significant discount to its estimate of the intrinsic value
of a business.



  




  
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	 Mutual Fund Information - Fund Descriptions

 

	Fund Name	  	Type of Fund	  	Goal	  	Principal Investment Strategies
	 	  	 	  	 	  	
•      Business Quality. Artisan seeks to invest in companies with histories of generating
strong free cash flow, improving returns on capital and strong competitive positions in their industries.

•      Financial Strength. Artisan believes that investing in companies with strong balance
sheets helps to reduce the potential for capital risk and provides company management the ability to build value when attractive opportunities are available.

•      Shareholder-Oriented Management. Artisan’s research process attempts to identify
management teams with a history of building value for shareholders.
  
 Companies that make it
through this analytical process are ranked at the time the position is initiated according to the degree of the discount of the current market price of the stock to Artisan’s estimate of the company’s intrinsic value. Artisan manages the
portfolio by generally taking larger positions in companies where the discount is greatest and smaller positions in companies with narrower discounts (subject to adjustments for investment-related concerns, including, diversification, risk
management and liquidity).
  
 The focus of the investment process is on individual companies, not
on selection of countries or regions. Under normal market conditions, the Fund invests no less than 80% of its total assets (excluding cash and cash equivalents), measured at market value at the time of purchase, in common stocks and other
securities of non-U.S. companies. The Fund invests primarily in developed markets but also may invest in emerging and less developed markets. The Fund may invest in companies of any size. The Fund may also invest to a limited extent in equity-linked
securities that provide economic exposure to a security of one or more non- U.S. companies without a direct investment in the underlying securities (called “participation certificates” in this summary prospectus, but may be called
different names by issuers). The Fund invests primarily in equity securities but, from time to time, Artisan may conclude that a security other than an equity security presents a more attractive risk/reward profile. So, the Fund may invest to a
limited extent in debt securities (including lower-rated securities) and convertible debt securities of U.S. and non-U.S. issuers that meet the Fund’s investment criteria. The Fund may invest in debt securities of any maturity.

	 BlackRock Global Allocation Fund Institutional Shares

 
 (MALOX)
	  	World allocation/large blend mutual fund	  	Provide high total investment return through a fully managed investment policy utilizing United States and foreign equity
securities, debt and money market securities, the combination of which will be varied from time to time both with respect to types of securities and markets in response to changing market and economic trends	  	 The Fund invests in a portfolio
of equity, debt and money market securities. Generally, the Fund’s portfolio will include both equity and debt securities. Equity securities include common stock, preferred stock, securities convertible into common stock, rights and warrants or
securities or other instruments whose price is linked to the value of common stock. At any given time, however, the Fund may emphasize either debt securities or equity securities. In selecting equity investments, the Fund mainly seeks securities
that Fund management believes are undervalued. The Fund may buy debt securities of varying maturities, debt securities paying a fixed or fluctuating rate of interest, and debt securities of any kind, including, by way of example, securities issued
or guaranteed by the U.S. Government or its agencies or instrumentalities, by foreign governments or international agencies or supranational entities, or by domestic or foreign private issuers, debt securities convertible into equity securities,
inflation-indexed bonds, structured notes, credit-linked notes, loan assignments and loan participations. In addition, the Fund may invest up to 35% of its total assets in “junk bonds,” corporate loans and distressed securities. The Fund
may also invest in Real Estate Investment Trusts (“REITs”) and securities related to real assets (like real estate- or precious metals-related securities) such as stock, bonds or convertible bonds issued by REITs or companies that mine
precious metals.
  
 When choosing investments, Fund management considers various factors, including
opportunities for equity or debt investments to increase in value, expected dividends and interest rates. The Fund generally seeks diversification across markets, industries and issuers as one of its strategies to reduce volatility. The Fund has no
geographic limits on where it may invest. This flexibility allows Fund management to look for investments in markets around the world, including emerging markets, that it believes will provide the best asset allocation to meet the Fund’s
objective. The Fund may invest in the securities of companies of any market capitalization.
  

Generally, the Fund may invest in the securities of corporate and governmental issuers located anywhere in the world. The Fund may emphasize
foreign



  




  
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	 Mutual Fund Information - Fund Descriptions

 

	Fund Name	  	Type of Fund	  	Goal	  	Principal Investment Strategies
	 	  	 	  	 	  	 securities when Fund management expects these investments to
outperform U.S. securities. When choosing investment markets, Fund management considers various factors, including economic and political conditions, potential for economic growth and possible changes in currency exchange rates. In addition to
investing in foreign securities, the Fund actively manages its exposure to foreign currencies through the use of forward currency contracts and other currency derivatives. The Fund may own foreign cash equivalents or foreign bank deposits as part of
the Fund’s investment strategy. The Fund will also invest in non-U.S. currencies. The Fund may underweight or overweight a currency based on the Fund management team’s outlook.

 

	 	  	 	  	 	  	 The Fund’s composite Reference Benchmark has at all times since the Fund’s formation
included a 40% weighting in non-US securities. The Reference Benchmark is an unmanaged weighted index comprised as follows: 36% of the S&P 500 Index; 24% FTSE World (ex US) Index; 24% BofA Merrill Lynch Current 5-year US Treasury Index; and 16%
Citigroup Non-US Dollar World Government Bond Index. Throughout its history, the Fund has maintained a weighting in non- US securities, often exceeding the 40% Reference Benchmark weighting and rarely falling below this allocation. Under normal
circumstances, the Fund will continue to allocate a substantial amount (approximately 40% or more — unless market conditions are not deemed favorable by BlackRock, in which case the Fund would invest at least 30%) — of its total assets in
securities of (i) foreign government issuers, (ii) issuers organized or located outside the U.S., (iii) issuers which primarily trade in a market located outside the U.S., or (iv) issuers doing a substantial amount of business outside the U.S.,
which the Fund considers to be companies that derive at least 50% of their revenue or profits from business outside the U.S. or have at least 50% of their sales or assets outside the U.S. The Fund will allocate its assets among various regions and
countries including the United States (but in no less than three different countries). For temporary defensive purposes the Fund may deviate very substantially from the allocation described above.

 

	 	  	 	  	 	  	 The Fund may use derivatives, including options, futures,
indexed securities, inverse securities, swaps and forward contracts both to seek to increase the return of the Fund and to hedge (or protect) the value of its assets against adverse movements in currency exchange rates, interest rates and movements
in the securities markets. The Fund may seek to provide exposure to the investment returns of real assets that trade in the commodity markets through investment in commodity-linked derivative instruments and investment vehicles such as exchange
traded funds that invest exclusively in commodities and are designed to provide this exposure without direct investment in physical commodities. The Fund may also gain exposure to commodity markets by investing up to 25% of its total assets in
BlackRock Cayman Global Allocation Fund I, Ltd. (the “Subsidiary”), a wholly owned subsidiary of the Fund formed in the Cayman Islands, which invests primarily in commodity-related instruments. The Subsidiary may also hold cash and invest
in other instruments, including fixed income securities, either as investments or to serve as margin or collateral for the Subsidiary’s derivative positions. The Subsidiary (unlike the Fund) may invest without limitation in commodity-related
instruments.
  

	 RBC Emerging Markets Equity Fund
Class I
  
 (REEIX)
	  	Diversified emerging markets mutual fund	  	Seeks to provide long-term capital growth.	  	 The Fund seeks to achieve its investment objective by investing,
under normal circumstances, at least 80% of its assets in equity securities and/or investments that provide exposure to equity securities of issuers tied to emerging market countries that are considered by the Fund to have the potential to provide
long-term capital growth.
  

	 	  	 	  	 	  	A security is economically tied to an emerging market country if it is issued by a foreign government (or any political subdivision, agency,
authority or instrumentality of such government) or corporation and the security is principally traded on the emerging market country’s securities markets, or the issuer principally operates in the emerging market country, derives a significant
percentage of its income from its operation within the emerging market country, or has a significant percentage of its assets in the emerging market country. The Fund may consider classifications by the World Bank, the International Finance
Corporation or the United Nations (and its agencies) in determining whether a country is emerging or developed. Currently, emerging market countries include, but are not limited to, countries in Asia (excluding Japan), Africa, Eastern Europe,the
Middle East, and Latin America.


  




  
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	 Mutual Fund Information - Fund Descriptions

 

	Fund Name	  	Type of Fund	  	Goal	  	Principal Investment Strategies
	 	 	 	 
	 	  	 	  	 	  	 The equity securities in which the Fund may invest include,
but are not limited to, common stock, preferred stock, convertible securities, American Depositary Receipts, European Depositary Receipts, Global Depositary Receipts, participation notes, warrants and rights.

 
 The Fund will normally invest in a portfolio of equity securities denominated in both the U.S.
Dollar and currencies of other developed countries, and in currencies of the local emerging market countries. Currencies of developed countries include: U.S. Dollar, Canadian Dollar, Euro, GB Pound and Japanese Yen. Local currencies can be defined
as the currency of the issuer based in emerging market countries worldwide (e.g. Brazil bonds issued in Brazilian Real).
  

	 Fidelity® Select Gold Portfolio
  
 (FSAGX)
	  	Equity precious metals/large growth mutual fund	  	Seeks capital appreciation	  	Investing primarily in companies engaged in exploration, mining, processing, or dealing in gold, or to a lesser degree, in silver, platinum,
diamonds, or other precious metals and minerals. Normally investing at least 80% of assets in securities of companies principally engaged in gold-related activities, and in gold bullion or coins. Potentially investing in other precious metals,
instruments whose value is linked to the price of precious metals, and securities of companies that manufacture and distribute precious metal and mineral products (such as jewelry, watches, and metal foil and leaf) and companies that invest in other
companies engaged in gold and other precious metal and mineral-related activities. Normally investing primarily in common stocks

 MUTUAL FUND FEE INFORMATION 
  

							
	Fund	 	Ticker	 	 Annual Operating

Expenses After Fee

Waivers
	 	Management 
Fee
	 	 	 	 
	 RBC Short Duration Fixed Income
Fund Class I
  
	 	RSDIX	 	0.35%	 	0.30%
	 	 	 	 
	 Access Capital Community
Investment Fund Class I
  
	 	ACCSX	 	0.65%	 	0.50%
	 	 	 	 
	 Metropolitan West Total Return
Bond Fund Class Institutional
  
	 	MWTIX	 	0.44%	 	0.35%
	 	 	 	 
	 Vanguard Inflation-Protected
Securities Fund Inst’l Shares
  
	 	VIPIX	 	0.07%	 	0.05%
	 	 	 	 
	 RBC BlueBay Absolute Return
Fund Class I
  
	 	RBARX	 	0.95%	 	0.75%
	 	 	 	 
	 RBC BlueBay Global High Yield
Bond Fund Class I
  
	 	RGHYX	 	0.45%	 	0.70%
	 	 	 	 
	 RBC BlueBay Emerging Market
Corporate Bond Fund
Class I
  
	 	RBECX	 	0.575%	 	0.85%
	 	 	 	 
	 American Funds American
Balanced Fund Class R-6
  
	 	RLBGX	 	0.29%	 	0.23%
	 	 	 	 
	 Fidelity® U.S. Equity Index Commingled Pool Class 1
  
	 	N/A	 	N/A	 	N/A
	 	 	 	 
	 Invesco Comstock Fund Class
R-6
  
	 	ICSFX	 	0.40%	 	0.37%
	 	 	 	 
	 Vanguard Windsor II Fund
Admiral Shares
  
	 	VWNAX	 	0.28%	 	0.26%
	 	 	 	 
	 American Funds Fundamental
Investors Fund Class R-6
  
	 	RFNGX	 	0.31%	 	0.25%
	 	 	 	 
	 Vanguard Institutional Index
Fund Inst’l Shares
  
	 	VINIX	 	0.04%	 	0.04%
	 	 	 	 
	 Jensen Quality Growth Fund
Class I
  
	 	JENIX	 	0.63%	 	0.49%
	 	 	 	 
	 T. Rowe Price Growth Stock
Trust
  
	 	N/A	 	N/A	 	N/A
	 	 	 	 
	 Virtus Mid-Cap Value Fund Class
I
  
	 	PIMVX	 	1.13%	 	0.75%
	 	 	 	 
	 RBC Mid-Cap Value Fund Class
I
  
	 	RBMVX	 	0.55%	 	0.70%
	 	 	 	 
	 RBC SMID Cap Growth Fund Class
I
  
	 	TMCIX	 	0.85%	 	0.70%


  




  
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T. Rowe Price Mid-Cap Equity Growth Fund
  
	 	PMEGX	 	0.61%	 	0.60%
	 	 	 	 
	
American Beacon Small Cap Value Fund Class Inst’l

 
	 	AVFIX	 	0.81%	 	0.45%
	 	 	 	 
	
RBC Small Cap Core Fund Class I
  
	 	RCSIX	 	0.91%	 	0.85%
	 	 	 	 
	
American Funds EuroPacific Growth Fund Class R-6
  
	 	RERGX	 	0.49%	 	0.42%
	 	 	 	 
	
Artisan International Value Fund Investor Shares
  
	 	ARTKX	 	1.20%	 	0.93%
	 	 	 	 
	
BlackRock Global Allocation Fund Institutional Shares

 
	 	MALOX	 	0.87%	 	0.75%
	 	 	 	 
	
RBC Emerging Markets Equity Fund Class I
  
	 	REEIX	 	0.725%	 	0.95%
	 	 	 	 
	
Fidelity® Select Gold Portfolio

 
	 	FSAGX	 	0.90%	 	0.55%

 Short Term Redemption Fees: The following funds have short term redemption fees for any exchanges out of
the fund within the time period specified. 
  

					
	Fund	 	  Short Term Fees  	 	      Time 
Period      
	
Artisan International Value
	 	2.00%	 	90 days
	
Fidelity® Select Gold Portfolio
	 	0.75%	 	30 days

 Documents Incorporated by Reference: Eligible employees are urged to obtain copies of, and to review, the
documents incorporated by reference herein which described RBC’s business and financial performance. The following documents, which have been filed by RBC with the Securities and Exchange Commission (the “Commission”), are
incorporated by reference herein, as of their respective dates: 
  

	 	a)	 RBC’s Annual Report on Form 40-F for the fiscal year ended October 31, 2014, filed with the Commission on
December 3, 2014; 


  

	 	b)	 The description of RBC’s common shares contained under the heading “Description of Capital Structure” in
Exhibit 1 to the Form 40-F (the Royal Bank of Canada Annual Information Form dated December 3, 2014), including any amendment or report filed for the purpose of updating such description. 



All documents filed by RBC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof
from the respective dates of filing of such documents. 
 In addition to the Plan prospectus, RBC or the Participating Subsidiary will
provide without charge to each person to whom a copy of this document has been delivered, on the written or oral request of such person, a copy of any or all of the following: 

 

	 	a)	 the documents referred to above, excluding exhibits thereto, which have been or may be incorporated by reference herein,



  

	 	b)	 RBC’s annual report to shareholders for the last fiscal year, and 



 

	 	c)	 any report, proxy statement or other communication distributed to RBC’s shareholders. 



Requests for such copies should be directed to the Investor Relations Department, Royal Bank of Canada, by writing to 200 Bay Street, 4th Floor, North
Tower Toronto, Ontario, Canada, M5J 2W7, by calling (416) 955-7802, or by visiting www.rbc.com/investorrelations. 

  




  
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