INTRODUCTION
City National Securities, Inc. (“CNS”, the “Adviser”, “we”, or “our”) is a wholly-owned subsidiary of City National Bank
(“CNB”).CNB is a wholly-owned subsidiary of RBC USA Holdco Corporation (“Holdco”), which is a wholly-owned subsidiary of
Royal Bank of Canada.
CNS is an investment adviser and broker-dealer registered with the SEC and is a member of the Financial Industry Regulatory
Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”). As of October 31, 2023, CNS had
approximately $1.5 billion of discretionary assets under management. Discretionary assets under management are those for
which we have an ongoing responsibility to select and make securities recommendations that are in line with your financial
needs and objectives and then effect those securities transactions without first consulting you.
CITY NATIONAL SECURITIES ASSET ALLOCATION PROGRAM
CNS’ investment advisory services include sponsoring wrap fee programs. The City National Securities Asset Allocation
Program (the “Program”) is a wrap fee program designed to help individuals organize and manage their wealth in pursuit of
their specific financial goals. The Program provides clients with access to professional wealth management services.
Specific features of the Program include goal assessment and risk profiling, asset allocation strategies, money
management, performance reporting and ongoing monitoring with a dedicated advisor (“Advisor”).
CNS has retained its affiliate, City National Rochdale, LLC (“CNR” or the “Sub-Advisor”), a SEC-registered investment
adviser and wholly-owned subsidiary of CNB, to provide investment advisory and portfolio management services in a sub-
advisor capacity for the Program’s clients.
Neither CNS nor any of CNS’ advisory personnel act as portfolio managers of Program Accounts.
To enroll into the City National Securities Asset Allocation Program, clients must provide certain information to CNS
including, but not limited to, the client’s investment objectives and risk tolerance. Clients must also complete the Asset
Allocation Program Application (the “Application” or “Account Application”) and agree to the CNS Asset Allocation Program
Terms and Conditions (the “Terms and Conditions”).
WEALTH ADVISORY SERVICES
A core component of the Program is an evaluation of each client’s current financial position, financial goals, investment
timeframes and risk profile, information which the Advisors will obtain through discussion with, and records gathered from,
each client. This evaluation is incidental to the advisory services and is not a separate fee-based service.
The information collected from Program clients provides the foundation for the recommendation of an investment strategy
for each Program client’s account (“Account”). The recommendation is developed by understanding a client’s risk tolerance
and time horizon and applying asset allocation techniques, combined with the Sub-Advisor’s assumptions regarding the
future performance of various asset classes, future inflation rates and other relevant data.
Based on information provided by each client during the analysis process and the overall investment strategy for the
Account, the Sub-Advisor will recommend a specific asset allocation strategy and various investment options to a client.
Investment options offered within the Program may include proprietary mutual funds, third-party mutual funds, and/or
exchange-traded funds ("ETFs").
The investment strategy to which the client agrees will be documented in an Investment Policy Statement (“IPS”). The
purpose of the IPS is to foster a clear understanding of a client’s overall investment objectives, policies, and guidelines. The
IPS will remain in effect until modified by the client as conditions warrant.
As part of its investment management responsibilities under the Program, the Sub-Advisor develops and maintains the
asset allocation strategies that form the basis for its investment advice. Asset allocation strategies offered under the
Program reflect a continuum of risk characteristics ranging from conservative to aggressive growth. Each asset allocation
strategy will be fulfilled with proprietary mutual funds, third-party mutual funds and/or ETFs. The mutual funds in which client
Accounts may be invested include the City National Rochdale Funds (the “Affiliated Funds”) from which CNS, the Sub-
Advisor, and their affiliates receive compensation. See Item 4 – Services, Fees and Compensation, Affiliated Fund Fees
below for more information.
The Sub-Advisor periodically reviews the asset allocation strategies, including the portfolio securities, in which client
Accounts are invested in connection with the Program. Generally, the Sub- Advisor is authorized to manage the Accounts in
a manner consistent with a client’s overall investment strategy including the discretion to make changes to the allocation
weightings and the portfolio holdings within the strategies without the prior approval of clients.
FA-028 (Rev 03/2024) Page 5 of 13
INVESTMENT RESTRICTIONS
A client may impose reasonable restrictions on the management of their Account, including that particular mutual funds or
family of funds should not be purchased, but the client may not require that particular funds be purchased. Clients can
place restrictions on investment strategies (large cap, international, alternative, etc.). To the extent the client elects to invest
in pooled vehicles to implement an asset allocation program, pooled vehicles cannot accommodate a client’s restrictions.
Any client-imposed restriction must be described in reasonable detail and documented in the client’s IPS.
CNS and the Sub-Advisor will consider the client’s investment objectives in determining if a restriction is reasonable but will
not accept restrictions that are inconsistent with the Program or the client’s overall investment strategy. Other factors that
bear on whether a particular restriction is reasonable are the difficulty in complying with the restriction, the specificity of the
restriction, and the number of other restrictions imposed by the client. If CNS or the Sub-Advisor determines that any
restriction is unreasonable, the client will be notified. If a reasonable alternative is not agreed upon, the client will be
removed from the Program or, if the client’s Account has not been established, the client will not be accepted into the
Program.
Please be advised that the performance of restricted Accounts may differ from Accounts without restrictions, possibly
producing lower overall results. Clients are encouraged to contact and consult with their Advisors if they are considering
imposing any investment restrictions.
Clients may fund Accounts by transferring mutual funds, ETFs and/or marketable securities already owned into their
Program Custodial Account. The Sub-Advisor will have the discretion to hold or sell such securities as it manages the
client’s Account. If a client transfers shares of Royal Bank of Canada common stock into the Program, the client directs the
Sub-Advisor to sell such shares.
CUSTODY SERVICES
CNS will establish a custodial account on behalf of each Program client with National Financial Services LLC (“NFS”) (each
NFS custodial account being a “Custodial Account”). As custodian, NFS shall hold the Accounts’ assets in safekeeping,
settle all trades, and provide statements to clients, among other custodial services. CNS will advise each client when the
client’s Custodial Account has been opened. If a client opens a Program Account in the name of an Individual Retirement
Account (“IRA”) or qualified retirement plan (“Plan”), the trust or custody account at NFS in the name of the IRA or Plan will
be deemed to be the Custodial Account for purposes of this Brochure. All references to NFS in this Brochure are in relation
to NFS as custodian for all Program Accounts.
CNS does not have custody of the assets in Custodial Accounts. CNS, however, could be deemed to have custody over
client assets because clients authorize NFS as custodian to deduct the Program Fees from their Custodial Accounts. Clients
receive statements at least quarterly from NFS as a qualified custodian for Program Accounts. CNS urges clients to carefully
review the information in these statements against any statements provided by CNS.
FEES AND COMPENSATION
The Program is known as a wrap fee program because clients pay one bundled fee to compensate CNS for portfolio
management, transaction costs and custodial services. Under the Program, each client pays an asset-based fee in
accordance with the Fee Schedules shown below calculated on the market value of the assets in the Account, including
cash held in the cash sweep program, determined as of the close of business on the last business day of the calendar
quarter (the “Program Fee”).
In computing the asset value of an Account, a security listed on a national securities exchange will be valued, as of the
valuation date, at the closing price on the principal exchange on which it is traded. Any other security in an Account will be
valued in a manner determined by the Sub-Advisor or its agents in good faith to reflect fair market value. The Sub-Advisor
may rely on valuations furnished by Program vendors and/or their independent pricing services.
The Program Fee for each quarter is paid in advance and will be calculated at one fourth (⅟4) of the rates set forth in the Fee
Schedules.
For the purpose of calculating the Program Fee, the first quarter will commence on the first calendar quarter after the
effective date of the Fee Schedule.
The Client’s initial Program Fee payment will be due at the end of the calendar quarter wherein the Account was opened.
The Program Fee charged will be prorated for the period from the Account opening date through the last day of the
calendar quarter. Thereafter, Program Fees will be charged quarterly in advance and will cover each subsequent calendar
quarter in its entirety.
Clients authorize NFS as custodian to deduct the Program Fees from their Custodial Account.
In the event the Terms and Conditions are terminated by either party prior to the end of the billing period, a pro-rata refund
of the Program Fee will be made by CNS to the client.
FA-028 (Rev 03/2024) Page 6 of 13
A wrap fee program may not be the lowest cost option if you would like to restrict your investments to open-end mutual
funds or other long-term investment products. Clients should also note that the asset-based fee for the Program Fee does
not include certain other fees and expenses. See “Other Fees and Expenses” below for more information.
CNS ASSET ALLOCATION PROGRAM FEE SCHEDULES
INVESTMENT MANAGEMENT
Annual Fees on Market Value
Assets under Management:
1.25% on the first ............................................................................................................................. $1,000,000
1.00% on assets over ..................................................................................................................... $1,000,000
Account Minimums:
Minimum Annual Fee................................................................................................................................. $500
Transaction Fees:
Equities and Exchange Traded Funds ............................................................................................... $3.50
Disbursements:
Check ............................................................................................................................................................. $5.00
Wire ............................................................................................................................................................... $15.00
IRAs:
Additional Fees:
Annual Maintenance ..................................................................................................................... $35.00
Termination Fee ............................................................................................................................. $125.00
DIVERSIFIED FIXED AND CONSERVATIVE GROWTH & INCOME
Annual Fees on Market Value
Assets under Management:
0.80% on the first ............................................................................................................................ $1,000,000
0.65% on assets over .................................................................................................................... $1,000,000
Account Minimums:
Minimum Annual Fee................................................................................................................................. $500
Transaction Fees:
Equities and Exchange Traded Funds ............................................................................................... $3.50
Disbursements:
Check ............................................................................................................................................................. $5.00
Wire ............................................................................................................................................................... $15.00
IRAs:
Additional Fees:
Annual Maintenance ....................................................................................................................... $35.00
Termination Fee ............................................................................................................................... $125.00
Program Fees are negotiable in certain circumstances and may differ from client to client based upon a number of factors,
including the amount of the assets, the client-related services to be provided to the Account, the overall relationship with
CNS and its affiliates and other relevant criteria. Program Fees may also differ as a result of the application of prior fee
schedules depending upon a client’s Program inception date.
CNS compensates CNR for investment advisory services that CNR provides to clients in connection with the Program in the
amount of 0.30% of the fees paid by clients.
The client should consider that, depending upon a number of factors, including the level of the Program Fee charged and
the amount of activity in the client’s Account, the Program may cost the client more or less than purchasing the Program
services separately through a brokerage account. The client, however, may not obtain investment advisory services from
CNS other than through the Program or the separate CNS Investment Advisory Program. The Program Fees may be more or
less than fees charged by sponsors of similar programs. Fees for our wrap fee program include brokerage, clearing and
custodial costs as well as the portfolio management fee of the Sub-Advisor.
FA-028 (Rev 03/2024) Page 7 of 13
Clients may be able to purchase individual securities and shares of mutual funds and ETFs outside
of the Program directly
without purchasing the services of the Program or paying the Program Fees (but subject to any applicable sales charges).
The specific shares of mutual funds offered through the Program may not be available to the general public; however, other
shares of the same mutual funds may be available with different fee structures. In the case of those mutual funds that are
offered generally to the public, the prevailing sales charge or other fees (as described in the mutual fund’s prospectus) may
be more or less than the expenses of classes of shares utilized in the Program.
MUTUAL FUND EXPENSES
Clients invested in mutual funds through this Program will bear a proportionate share of the fees and expenses of any
mutual fund in which their assets are invested. The mutual fund fees and expenses are in addition to the Program fees.
These fees and expenses may include investment advisory, administrative, distribution, transfer agent, custodial, legal,
audit, and other customary fees and expenses charged by mutual funds. The client is encouraged to read the prospectuses
of the mutual funds in which the Account assets are invested for a more complete explanation of these fees and expenses.
If a client transfers a previously purchased investment into a CNS account, such as a mutual fund, annuity or alternative
investment, or liquidates the previously purchased investment and transfers the proceeds into a CNS account, clients may
incur a fee (sometimes called a “surrender charge,” “contingent deferred sales charge”, or “CDSC”) upon the sale or
redemption in accordance with the investment product’s prospectus. In many cases, the CDSC is only charged if a client
does not hold the security for a minimum period of time. If a client transfers a previously purchased mutual fund into an
account that is subject to a CDSC, then the client will pay that charge when the mutual fund is sold, unless the client
instructs otherwise. These fees are disclosed in separate disclosure documents that clients will receive. If CNS believes it is
not in the client’s best interest to sell a fund with a remaining CDSC, CNS will suggest placing it in a CNS brokerage account
separate and apart from the Program Account and leaving it to age or discuss rebating the remaining CDSC fee with the
client.
CNS and its affiliates may have a variety of banking, financial, or service relationships with mutual funds in which Accounts
are invested. These relationships include acting as investment adviser or shareholder servicing agent. CNS may receive
compensation from such funds in addition to the Program fee. Program Accounts will not be invested in mutual funds which
pay CNS, the Sub-Advisor, or their affiliates a front-end, back-end, or contingent deferred sales charge. Fund level
management fees received by City National Rochdale may be partially or wholly rebated to the Account on a quarterly basis
as outlined in the Affiliated Fund Fees section below. Additionally, distribution (12b-1) fees (if applicable) will be rebated to
the Account on a quarterly basis.
AFFILIATED FUND FEES
The Sub-Advisor, City National Rochdale, will use the Affiliated Funds in the Affiliated Fund Fee Table below for an Account
if they are appropriate, unless the client requests otherwise. CNS and City National Rochdale believe that the Affiliated
Funds are appropriate investments for Program Accounts because they offer a wide variety of investment strategies and
objectives and provide professional investment management, diversification, and convenience.
When City National Rochdale buys shares of Affiliated Funds for an Account, City National Rochdale earns a management
fee, City National Rochdale and/or its affiliates receive shareholder servicing fees and, City National Rochdale’s affiliates
also earn distribution (12b-1) fees. City National Rochdale credits some of these fees back to Program Accounts as shown in
the Affiliated Fund Fee Table below.
Using Affiliated Funds presents City National Rochdale with a conflict of interest because City National Rochdale could buy
similar unaffiliated funds for an Account that do not pay management fees, shareholder servicing fees, distribution (12b-1
fees), or all of them, to City National Rochdale or its affiliates. Those unaffiliated funds sometimes have lower overall fees
than similar Affiliated Funds. Some of the Affiliated Funds have share classes that do not charge distribution (12b-1) fees.
Those share classes are available only to CNS clients in the CNS Asset Allocation Program in relation to the Government
Money Market Fund; CNS clients in the CNS Investment Advisory Program; and CNR clients whose accounts are maintained
at CNB, advised by CNB or CNS, and sub-advised by CNR.
CNR mitigates its conflict of interest by rebating all of City National Rochdale’s portion of the fund-level management fees
and distribution (12b-1) fees for the Affiliated Funds, as shown in the Affiliated Fund Fee Table below. City National Rochdale
rebates its portion of Affiliated Fund management fees on a quarterly basis in arrears for all Program Accounts.
CNS will provide advance notification of any changes to the Affiliated Funds management fee rebate schedule.
SHAREHOLDER SERVICING FEES
Shareholder servicing fees compensate CNS for responding to shareholder inquiries; processing shareholder purchases
and redemptions; performing shareholder account maintenance; sending fund proxy statements, annual reports and other
correspondence to shareholders; and providing office space, equipment, facilities and personnel to provide these services.
These and other fees are described in greater detail in the funds’ prospectuses and statements of additional information
(“SAIs”).
FA-028 (Rev 03/2024) Page 8 of 13
City National Rochdale and/or its affiliates retain the shareholder servicing fees received from Affiliated Funds.
DISTRIBUTION (12B-1) FEES
Distribution (12b-1) fees compensate CNB, CNR and CNR Securities, LLC (“CNR Securities”) for paying their own personnel
who are involved in distribution-related activities with respect to the applicable Affiliated Funds. CNS and CNR Securities
also use distribution (12b-1) fees they receive to pay other broker-dealers who sell Affiliated Fund shares. These and other
fees are described in greater detail in the Funds’ prospectuses and SAIs. These fees directly benefit CNB, CNR and CNR
Securities.
AFFILIATED FUND FEE TABLE
City National Rochdale Funds Management
Fee
Management
Fee Rebate
Shareholder
Servicing Fee
Distribution
(12b-1) Fee
Distribution
(12b-1) Fee Rebate
Government Money Market Fund
- Servicing Class
0.26%1 100% 0.25% None N/A
Municipal High Income Fund
- Class N
0.50% 100% 0.25% 25% 100%
Fixed Income Opportunities Fund
- Class N
0.50% 100%2 0.25% 25% 100%
U.S. Core Equity Fund
- Class N
0.40% 100% 0.25% 25% 100%
Equity Income Fund
- Class N
0.50% 100% 0.25% 25% 100%
1 City National Rochdale (the investment adviser to the Fund) has contractually agreed to waive Management Fees for the
Government Money Market Fund such that the fee charged is 0.15% through January 31, 2025. (Please see the Fund’s
prospectus for more information.)
2 The Fund Management Fee Rebate percentage reflected in the table above is applied against the net fee (net of fees paid to
third-party sub-advisers) paid by the Fund to City National Rochdale. Management Fees paid to third party sub-advisers are
not credited by City National Rochdale.
Periodically, CNR will add new/additional funds to the Affiliated Funds offering. At the time your Account is invested in one
of these additional funds, we will notify you of our intent to add the fund and will deliver the fund’s prospectus or summary
prospectus to you. Failure to object will be treated as consent to the investment in the new fund. You can terminate your
approval for these additional funds by notifying CNS in writing.
For ERISA qualified plans, prior to investing assets in one of these additional funds, we will provide the Responsible Plan
Fiducuary (1) notice of our intent to add the fund; and (2) certain disclosures in writing, including the fund’s prospectus or
summary prospectus. At the time of such notice, the Responsible Plan Fiducuary will have the opportunity to terminate
approval. Failure to provide written notification of Responsible Plan Fiducuary’s intent to terminate within thirty (30) days of
the notice will be deemed to be approval of the investment in the new fund.
Please note that CNR may remove current Affiliated Funds. CNR may do so in its sole discretion and without providing
notice.
Clients should be advised that CNR’s affiliated broker-dealer, CNR Securities, may receive miscellaneous fees for
transactions effected in the Affiliated Funds. In addition, CNR has an incentive to invest client assets in products of sponsors
and fund managers that share their revenue with us, over other products of sponsors or fund managers that do not share
their revenue or who share less. CNR has a conflict of interest in earning more fees for itself and its affiliates. A client’s total
cost to own such funds may be higher than the cost of owning other, similar funds that are equally appropriate for a client’s
account that do not share their revenue with us. Higher costs reduce performance and therefore account performance.
OTHER FEES AND EXPENSES
The Program Fee covers the services that CNS provides under the Program. The Program Fee does not cover certain other
fees and expenses such as brokerage commissions, transaction fees, and other related costs that clients will pay. Clients
may also incur other charges imposed by brokers, and other third parties such as fees charged by managers, contingent
deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees for
securities transactions.
Mutual funds, other pooled funds and ETFs also charge management fees, which are disclosed in a fund’s prospectus or
subscription documents. Such charges, fees and commissions are exclusive of and in addition to CNS’ fee. The Sub-
Advisor, City National Rochdale, will receive a fee for managing the Affiliated Funds and the Sub-Advisor may receive some
portion of the commissions, fees, and costs mentioned above. In many cases, the client could invest in the same mutual
fund or ETF without paying a fee to CNS; however, the client would then not receive advice, review, and monitoring services
from the Sub-Advisor.
FA-028 (Rev 03/2024) Page 9 of 13
City National Rochdale receives management fees from the Affiliated Funds out of which City National Rochdale pays sub-
advisers who provide day-to-day investment management services to those Funds utilizing a third-party sub-adviser. The
fees that City National Rochdale receives are disclosed in each fund’s prospectus or offering documents.
The specific fees and manner in which fees are calculated and charged are described in your fee schedule. In addition, you
should carefully review the Terms and Conditions prior to signing it.
Fees for our advisory services may be higher than fees charged by other advisers who offer similar services. You may be
charged different fees than similarly situated clients for the same services. You should carefully review this Brochure to
understand the fees and other sources of compensation that exist among our services prior to agreeing to the Terms and
Conditions with our firm.
CASH BALANCES AND THE SWEEP PROGRAM
The Sweep Program provides the client with the ability to improve their cash management capabilities by earning interest
on their cash balance while awaiting reinvestment. CNR as the Program’s Sub-Advisor will automatically sweep cash
balances into a proprietary money market fund, the City National Rochdale Government Money Market Fund, unless the
client instructs CNS otherwise in writing.
HOW THE SWEEP PROGRAM WORKS
At the end of each business day, the client’s cash balance is automatically “swept” into the City National Rochdale
Government Money Market Fund (“CNR Government Money Market Fund”). These funds are referred to herein as “Sweep
Funds”. If at the end of a business day funds are needed to cover debit transactions in the Account, funds will be swept
from the CNR Government Money Market Fund to cover such debits.
The CNR Government Money Market Fund seeks to preserve investor principal and maintain a high degree of liquidity
while providing current income. In addition, the CNR Government Money Market Fund seeks to maintain a $1.00 per share
net asset value (“NAV”).
CONFLICTS
CNS has a conflict of interest in offering or utilizing the CNR Government Money Market Fund because CNS and its affiliate
CNR receive compensation on client assets invested in the CNR Government Money Market Fund through fund
shareholder servicing fees and management fees, respectively. This creates an incentive for CNS to offer and utilize the
Sweep Program. CNS believes that these conflicts are addressed through: (1) the CNR Government Money Market Fund
Prospectus provided to the client at account opening, (2) this Brochure provided to the client annually and when material
changes occur, (3) monitoring the CNR Government Money Market Fund yield to ensure that a reasonably competitive yield
is received by Program Accounts, and (4) monitoring the cash allocations of Program Accounts.
Clients are advised that returns on Sweep Funds will vary and may be higher or lower than if clients invest in other
comparable money market funds or cash equivalents or the interest rates available if clients make deposits directly with a
bank or other depository institution outside of the Program. The CNR Government Money Market Fund is not insured or
guaranteed by the FDIC or any other governmental agency, and it is possible to lose money in a money market fund.
Clients should carefully review the CNR Government Money Market Fund Prospectus and obtain current yield and
additional information regarding the Sweep Program from their Advisor or
www.citynationalrochdalefunds.com.
ADVISORS’ COMPENSATION
Advisors will receive salary and incentives based in part on the fees charged to clients in the Program. Such payments may
be made for the duration of a client’s participation in the Program. The compensation paid to an Advisor relating to a client’s
participation in the Program may be more than the Advisor would receive if the client paid separately for brokerage and
other services from CNS. As a result, Advisors may have a financial incentive to recommend an advisory fee program over
other non-advisory services offered by CNS. A Program client may also have other accounts with CNS in which advisory
fees are not charged. The payment of commissions in these accounts is negotiated on an entirely separate basis from the
payment of fees in the Program.