RBC Advisor Canadian Bond Fund RBC Canadian Government ...funds.rbcgam.com/pdf/2017-rbc-funds-information-circular.pdfCircular and guidance on how you can vote your units. These questions

May 19, 2017

Dear Investor:

We will be holding a special meeting for unitholders of the following RBC Funds (each, a “Fund” and together, the “Funds”):

RBC Funds

RBC Advisor Canadian Bond Fund

RBC Canadian Government Bond Index Fund

RBC Canadian Index Fund

RBC U.S. Index Fund

RBC U.S. Index Currency Neutral Fund

RBC International Index Currency Neutral Fund

RBC Jantzi Balanced Fund

The purpose of the meeting is to vote on proposed changes to the Funds which are explained in these materials and which were announced on April 3, 2017 and April 12, 2017. The meeting will be held on Thursday, June 22, 2017 at 2:00 p.m. (Eastern Time) at the offices of Osler, Hoskin & Harcourt LLP, 1 First Canadian Place, 63rd Floor, 100 King Street West, Toronto, Ontario. If you cannot attend in person, we have sent you, together with a Notice-and-Access document, a mail-in form of proxy for you to sign and indicate your vote for or against the proposed changes.

The Management Information Circular explains the proposed changes in detail (beginning on page 1), while the Questions & Answers section (beginning on page i) provides a general overview. It is important to note that none of the costs related to the unitholder meeting will be borne by the Funds or investors in the Funds. All communications and legal costs associated with the unitholder meeting will be paid by RBC Global Asset Management Inc. (“RBC GAM”).

We recommend that you approve the changes noted in these materials and we believe the changes are in the best interests of the Funds and unitholders. You can vote by filling out the form of proxy and mailing or faxing it back, by telephone or by internet or by attending the meeting in person. If approved by unitholders of the Funds, the changes described in the Management Information Circular (beginning on page 1) will take effect on or about June 30, 2017 and others on or about September 15, 2017, or such later date(s) as may be determined by RBC GAM.

If you have any questions, please do not hesitate to contact your advisor or call our customer service group at 1-800-463-FUND (3863) (English) or 1-800-668-FOND (3663) (French). As always, we thank you for your continued confidence and investment in the RBC GAM family of funds.

Yours truly,

Douglas Coulter President RBC Global Asset Management Inc.

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TABLE OF CONTENTS

Questions and Answers on this Management Information Circular . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iManagement Information Circular . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Solicitation of Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Proposed Changes to the Investment Objectives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Tax Implications to Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Appointment and Revocation of Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Voting of Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Interest of RBC GAM in Proposed Changes to the Investment Objectives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Corporate Governance of the Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Remuneration of Trustee and Independent Review Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Additional Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Recommendation Regarding Proposed Investment Objective Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Schedule “A” . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Schedule “B” . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Schedule “C” . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Schedule “D” . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Schedule “E” . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Schedule “F” . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Schedule “G” . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

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Questions and Answers on this Management Information Circular

To ensure your interests are represented at the Meeting to be held in Toronto on Thursday, June 22, 2017, please select the most convenient way to transmit your voting instructions (by mail, fax, telephone or internet, or in person) and follow the instructions set out in the Management Information Circular and your form of proxy. The following questions and answers provide information on the proposed changes in respect of the Funds (the “Proposals”) set out in the Management Information Circular and guidance on how you can vote your units. These questions and answers have been prepared by the manager of the Funds, RBC Global Asset Management Inc. (the “Manager” or “RBC GAM” or “we” or “us”) and are intended to provide you with general information relating to the Management Information Circular and the Proposals. Please refer to the Management Information Circular for more detailed information regarding the Proposals.

A. General Questions

1. What does this information relate to? On April 3, 2017 and April 12, 2017, RBC GAM announced Proposals to change the investment objectives of the

RBC Advisor Canadian Bond Fund, and the RBC Canadian Government Bond Index Fund, RBC Canadian Index Fund, RBC U.S. Index Fund, RBC U.S. Index Currency Neutral Fund and RBC International Index Currency Neutral Fund (collectively, the “RBC Index Funds”) and RBC Jantzi Balanced Fund. The Proposals are subject to unitholder approval. We are providing this information because you are a unitholder of one or more of the Funds for which we are proposing changes.

Pursuant to exemptive relief obtained by RBC GAM, we opted to use the Notice-and-Access procedure to reduce the volume of paper in the materials distributed to unitholders for the Meeting. Instead of sending unitholders a printed copy of the Management Information Circular along with the form of proxy or voting instruction form, we sent a Notice-and-Access document, which outlines the procedures for accessing the Management Information Circular online or requesting a paper or electronic copy to be sent to you free of charge.

As explained in more detail below, you may vote on the Proposals either by using the form of proxy or by attending the Meeting in person.

2. Who can I contact if I have questions about this document? If you have any questions regarding any information in this document, please contact your advisor or call our customer

service group at 1-800-463-FUND (3863) (English) or 1-800-668-FOND (3663) (French).

3. Should I attend the Meeting in person? It is your right as a unitholder to attend the Meeting. We have provided this material to help answer questions you may

have. For your convenience, you are able to send your voting instructions via mail, fax, telephone or the internet, or deliver your voting instructions in person. See Question 11 for information on how to do so. The Meeting will cover the Proposals outlined in Question 5.

4. What is a Management Information Circular? The Management Information Circular is a document that contains details of the Proposals, the proposed resolutions to be

voted upon at the Meeting, a request for you to vote by proxy and other general information about the Proposals.

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5. What am I being asked to vote on? You are being asked to vote for or against the resolutions approving the Proposals (as outlined below) related to the Fund(s)

in which you hold units as follows:

A. Investment Objective and Benchmark Changes – Changing the fundamental investment objective and benchmarks of each of the following Funds:

> RBC Advisor Canadian Bond Fund

> RBC Canadian Government Bond Index Fund

> RBC Canadian Index Fund

> RBC U.S. Index Fund

> RBC U.S. Index Currency Neutral Fund

> RBC International Index Currency Neutral Fund

In September, RBC GAM plans to launch exchange-traded funds (each, an “RBC ETF” and collectively, the “RBC ETFs”), which will track various fixed-income and equity indices. In connection with the launch of these RBC ETFs, we are proposing changes to our existing index-tracking mutual funds, including the RBC Advisor Canadian Bond Fund and the RBC Index Funds.

The proposed changes will allow the Funds to invest directly in RBC ETFs that track the performance of the same benchmark as the RBC Advisor Canadian Bond Fund and the RBC Index Funds. This will create efficiencies for the Funds and a number of benefits for unitholders, including lower fees (see Question 6 for more details).

B. Investment Objective Changes – Changing the fundamental investment objective of the following Fund:

> RBC Jantzi Balanced Fund

The RBC Jantzi Balanced Fund currently invests its assets directly in Canadian equities, bonds and short-term debt, as well as foreign securities. The proposed change will provide the Fund with the flexibility to invest its assets in the same securities both directly and indirectly, through investment in securities of other funds managed by RBC GAM or an affiliate of RBC GAM. These changes will enable the portfolio manager to more efficiently manage the assets of the Fund.

You can find more information about these changes under the “Proposed Changes to the Investment Objectives” section (beginning on page 2) of the Management Information Circular, including:

> Additional background information related to the proposed change

> Specific details about the proposed change

> Reasons for the proposed change

> Anticipated tax impacts as a result of the proposed change

6. Will the Proposals result in increased costs to me as a unitholder? No. All costs and expenses associated with the proposed changes (including the costs and expenses incurred in connection

with the mailing of the Notice-and-Access document and the forms of proxy and the Meeting itself) will be paid by RBC GAM.

Additionally, if approved, the management expense ratio for each series of each Fund will be reduced as a result of the proposed changes to the Funds. More information about these reductions can be found under the “Proposed Changes to the Investment Objectives” section of the Management Information Circular.

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7. What is a proxy and who is asking for my proxy? A proxy is a document appointing or instructing another person to vote for you at a meeting.

In this case, RBC GAM is asking for your proxy. By signing the form of proxy and returning it in the envelope that you received, you will be appointing Jonathan Hartman, or, failing him, Douglas Coulter, each of whom are authorized officers of RBC GAM, to vote for you as you indicate in your signed proxy.

8. When and where is the Meeting? The Meeting will be held at 2:00 p.m. (Eastern Time) on Thursday, June 22 at the offices of Osler, Hoskin & Harcourt LLP,

1 First Canadian Place, 63rd Floor, 100 King Street West, Toronto, Ontario.

9. May I ask questions at the Meeting? Yes. The Meeting will be chaired by an executive of RBC GAM who will answer questions related to the Proposals during

the designated portion of the Meeting.

B. Questions About Voting Procedures

10. Who is entitled to vote at the Meeting? Unitholders of the Funds as at the close of business on May 8, 2017 will be entitled to attend the Meeting and vote, or

register a vote, through their proxy.

11. How do I vote my units? There are three ways that you can vote your units:

> By proxy. You may vote your units for or against the resolutions described in the Management Information Circular by indicating your instructions on the form of proxy and mailing it in the postage prepaid envelope that we sent you to Broadridge at P.O. Box 2800, Station LCD, Malton, Mississauga, Ontario L5T 2T7. Alternatively, you may fax both sides of your proxy to Broadridge at 1-866-623-5305 (English and French).

> By phone or internet. You also have the option of voting by phone or by internet. To vote by telephone, please call 1-800-474-7493 (English) or 1-800-474-7501 (French) from a touch-tone phone. To vote using the internet, please visit www.proxyvote.com. To vote by telephone or internet, you will need to provide the control number noted on the form of proxy. For further information on voting by telephone or by internet, please see the form of proxy.

> In person. If you wish to vote in person at the Meeting, do not mail or fax your completed form of proxy, but bring it to the Meeting. Your vote will be taken and counted at the Meeting. Returning a proxy in advance does not preclude you from attending the Meeting in person.

12. What happens if I sign the proxy? Signing the proxy gives authority to Jonathan Hartman, or failing him, Douglas Coulter, both of whom are authorized

officers of RBC GAM, to vote for you at the Meeting in accordance with the voting instructions you provide. You are also providing them with the right to vote on any amendments to the Proposals that may arise and deal with any other matters that may come up at the Meeting although we are not aware of any amendments or other matters at this time.

If you sign and return your proxy without specific instructions on how to vote, your units will be voted for the Proposals.

13. Can I appoint someone other than these officers to vote for me? Yes, you have the right to appoint anyone to attend and act on your behalf at the Meeting. The appointed person is not

required to be a unitholder of the Funds.

If you wish to appoint a person other than the officers whose names are printed on the proxy, please strike out the two printed names appearing on the proxy, and insert the name of the person you choose in the space provided. In order for your vote to count it is important to ensure that the person you appoint attends the Meeting and is aware that he or she has been appointed to vote for you. Proxyholders should present themselves to a Broadridge representative at the Meeting.

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14. What happens if I do not return my form of proxy or attend the Meeting? If you do not return a form of proxy or attend the Meeting in person, your units will not be voted at the Meeting. The outcome

of the Meeting will be determined by the units that are voted at the Meeting (including those votes submitted by proxy).

15. How will the outcome of the Meeting be determined? The Proposal for each Fund will be determined by a simple majority of votes cast at the Meeting by proxy and in person.

16. Who counts the votes? Broadridge, an independent corporation, counts and tabulates the proxies and any votes cast in person at the Meeting.

17. What happens if a Proposal does not receive unitholder approval? If unitholder approval is not obtained for a Proposal, then that Proposal cannot proceed. If a Proposal is not approved,

RBC GAM may continue that Fund in the current manner or may consider other alternatives.

18. How will I be made aware of the outcome of the votes? As soon as possible after completion of the Meeting, RBC GAM will issue a press release announcing the outcomes of the

Meeting. This press release will also be available on the website for the Funds at www.rbcgam.com.

19. How does RBC GAM recommend that I vote? RBC GAM recommends that unitholders vote for the Proposals described in the Management Information Circular.

20. Were the proposed changes in investment objectives of the Funds reviewed by the Independent Review Committee?

The Funds have an Independent Review Committee (the “IRC”) (see “Corporate Governance of the Funds” on page 16) that reviews and considers conflict of interest matters that are referred to it by the manager. RBC GAM referred the proposed changes to the investment objectives of the Funds to the IRC. The IRC reviewed the proposed changes and provided a positive recommendation to RBC GAM, having determined that the proposed changes to the investment objectives of the Funds, if implemented, would achieve a fair and reasonable result for each of the Funds.

While the IRC has determined that the implementation of the proposed changes would achieve a fair and reasonable result for each of the Funds and the Manager recommends that unitholders vote in favour of the proposed matters, unitholders should review the proposed matters described in the Management Information Circular, consult with advisors if necessary and make their own decisions.

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ImportantIf you are unable to be present at the Meeting in person and wish to appoint as your proxy the parties whose names are printed on the form of proxy, please date, sign and complete the form of proxy, and return it, in the postage prepaid envelope provided, to:

Broadridge Investor Communications Solutions (“Broadridge”) P.O. Box 2800, Station LCD, Malton,

Mississauga, Ontario L5T 2T7

so that it will arrive no later than 5:00 p.m. (Eastern Time) on June 21, 2017 or, if the Meeting is adjourned, no later than 24 hours (excluding Saturdays, Sundays and holidays) before any adjourned Meeting.

You may also send the form of proxy via fax to Broadridge at 1-866-623-5305. Please ensure you include both sides of the form of proxy.

You also have the option of voting by telephone or by internet. To vote by telephone, please call 1-800-474-7493 (English) or 1-800-474-7501 (French) from a touch-tone phone. To vote using the internet, please visit www.proxyvote.com. To vote by telephone or the internet, you will need to provide the control number noted on the form of proxy. For further information on voting by telephone or by internet, please see the form of proxy.

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Management Inform ation Circular

RBC Advisor Canadian Bond Fund RBC Canadian Government Bond Index Fund

RBC Canadian Index Fund RBC U.S. Index Fund

RBC U.S. Index Currency Neutral Fund RBC International Index Currency Neutral Fund


SOLICITATION OF PROXIES

This Management Information Circular is provided to unitholders of the following RBC Funds (each, a “Fund” and together, the “Funds”) in connection with the solicitation of proxies by RBC Global Asset Management Inc. (“RBC GAM”), in its capacity as manager of the Funds, to be used at a special meeting (the “Meeting”) to be held, with separate votes for each Fund, at 2:00 p.m. (Eastern Time) on June 22, 2017 for the purposes set out in this Management Information Circular:

RBC Funds




RBC U.S. Index Fund




The Meeting and all adjournments thereof will be held at the offices of Osler, Hoskin & Harcourt LLP, 1 First Canadian Place, 63rd Floor, 100 King Street West, Toronto, Ontario.

RBC GAM will bear all costs associated with the Meeting, including the costs of soliciting proxies for the Meeting.

In respect of the Meeting, proxies may be solicited by mail and the directors, officers, employees and agents of RBC GAM may solicit proxies personally, by telephone or by facsimile transmissions. RBC GAM will reimburse nominee holders, brokerage firms and other intermediaries for the reasonable expenses incurred in sending proxy materials to beneficial owners of units and requesting them to execute proxies.

The Meeting has been called on the recommendation of RBC GAM, as trustee and manager of the Funds.

Except as otherwise stated, the information contained in this Management Information Circular is as at May 1, 2017.

INTRODUCTION

The Funds are governed by an amended and restated master declaration of trust dated as of April 12, 2017 (the “Declaration of Trust”) and a regulation in respect of each RBC Fund signed by RBC GAM as trustee of the Funds.

Series A, Advisor Series, Series D, Series DZ, Series F and Series O units of the Funds, as applicable, are offered for sale pursuant to a simplified prospectus and annual information form dated June 30, 2016, each as amended by amendment no. 1 dated September 19, 2016, amendment no. 2 dated November 24, 2016, amendment no. 3 dated February 15, 2017 and amendment no. 4 dated April 12, 2017.

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PROPOSED CHANGES TO THE INVESTMENT OBJECTIVES

Information about each of the proposed changes to the investment objectives of the Funds (the “Proposed Changes to the Investment Objectives”) is set forth below, along with other information that may assist you in deciding whether to vote in favour of the proposed changes.

RBC GAM is seeking the approval of unitholders of the Funds to the proposals set out below.

Proposed Changes Relating to the RBC Advisor Canadian Bond Fund and the RBC Index FundsIn September, RBC GAM plans to launch exchange-traded funds (each, an “RBC ETF” and collectively, the “RBC ETFs”), which will track various fixed-income and equity indices. In connection with the launch of these RBC ETFs, we are proposing changes to our existing index-tracking mutual funds, including the RBC Advisor Canadian Bond Fund, and the RBC Canadian Government Bond Index Fund, RBC Canadian Index Fund, RBC U.S. Index Fund, RBC U.S. Index Currency Neutral Fund and RBC International Index Currency Neutral Fund (collectively, the “RBC Index Funds”).

The proposed changes will allow the Funds to invest directly in RBC ETFs that track the performance of the same benchmark as the RBC Advisor Canadian Bond Fund and the RBC Index Funds. In accordance with securities laws, there will be no duplication of management fees if the Funds invest in other funds managed by RBC GAM or an affiliate of RBC GAM.

This will create efficiencies for the Funds and a number of benefits for unitholders, including lower fees. If the proposed changes to the investment objectives are approved, management fees and administration fees will be lowered to reflect these efficiencies, which will result in a lower management expense ratio (“MER”). The MER is the total of the management fee, operating expenses (or administration fee) and GST/HST charged to a Fund each year, expressed as a percentage of a Fund’s average net assets for that year. The anticipated reduction in MERs is summarized in a table under the “Reasons for the Proposed Change” section for each Fund.


Current Investment Objectives> To provide a modest enhancement of long-term returns, consisting of income and modest capital gains, over that of its

benchmark before fees and expenses are deducted, while keeping overall risk of underperformance to modest levels.

The Fund invests primarily in fixed-income securities such as bonds, debentures and notes issued by Canadian governments and corporations. The Fund may also invest in fixed-income securities of selected international agencies such as the World Bank which are not part of the benchmark and that are rated AAA or the equivalent.

Proposed Investment Objectives> To track the performance of a generally recognized Canadian bond market index.

> To provide a total return consisting of income and modest capital gains.

The Fund invests primarily in fixed-income securities such as bonds, debentures and notes issued by Canadian governments and corporations in substantially the same proportion as its benchmark index, either directly or indirectly through investment in other mutual funds managed by RBC GAM or an affiliate of RBC GAM.

Proposed Change to Investment StrategiesIf the investment objective change is approved, the investment strategies of the Fund will be amended to include reference to the new benchmark index that the Fund tracks:

Current benchmark index: FTSE TMX Canada Universe Bond Index1

New benchmark index: FTSE TMX Canada Universe + Maple Bond Index2

1 The FTSE TMX Canada Universe Bond Index is published by FTSE TMX Global Debt Capital Markets Inc. (“FTDCM”). FTDCM has no connection to RBC GAM or to the Funds and has not passed on the merits of investing in the Fund.

2 The FTSE TMX Canada Universe + Maple Bond Index is published by FTDCM. FTDCM has no connection to RBC GAM or to the Funds and has not passed on the merits of investing in the Fund.

3

Reasons for the Proposed ChangeThe proposed changes will allow the Fund to invest directly in RBC ETFs and track the performance of the same benchmark as the applicable RBC ETF. This will create efficiencies for the Fund and a number of benefits for unitholders, including lower fees as set out below.

The RBC Advisor Canadian Bond Fund currently invests directly in fixed-income securities to track the performance of the broad Canadian bond market with the FTSE TMX Canada Universe Bond Index as its benchmark. The following summarizes the proposed changes to this Fund as well as the benefits to unitholders:

> On or about June 30, 2017, provide the Fund with the flexibility to invest up to 100% of its assets in RBC ETFs, specifically the RBC Canadian Bond Index ETF (sub-advised by State Street Global Advisors, Ltd.), which tracks the performance of the FTSE TMX Canada Universe + Maple Bond Index (the “Maple Bond Index”).

> On or about September 15, 2017, change the Fund’s benchmark to the Maple Bond Index. The addition of the Maple Bond Index is a small change, adding approximately 2.5% exposure to Maple Bonds (bonds issued in the Canadian market by foreign issuers) and expands the number of issues available for the Fund.

> On or about September 15, 2017, transition the Fund so that it invests 100% of its assets in units of the RBC Canadian Bond Index ETF.

> Effective June 30, 2017, change the name of the Fund to RBC Canadian Bond Index Fund to reflect the Fund’s underlying investment in the RBC Canadian Bond Index ETF.

If approved, these changes will enable RBC GAM to reduce the management fees and/or administration fees resulting in lower MERs effective June 30, 2017 as follows:

MER – ADVISOR SERIES MER – SERIES F*

Current New Reduction Current New Reduction

0.92% 0.76% 0.16% 0.61% 0.22% 0.39%

* Series F units are designed specifically for use in fee-based accounts where you pay your dealer for advice and service directly, which fees are not included in the MER for Series F units. These fees are included in the MER for Series A units.

Tax Implications of ChangeTransitioning the Fund to invest 100% of its assets in units of the RBC Canadian Bond Index ETF will result in a capital gains distribution in December 2017. We currently expect this distribution to be approximately 5% of the net asset value per unit of the Fund.

If you hold the Fund through a registered plan or tax-free savings account (“TFSA”), you will not pay tax on these distributions.

Recommendation RBC GAM believes that the proposed change is in the best interests of unitholders of the RBC Advisor Canadian Bond Fund and therefore recommends that unitholders vote in favour of the proposed change to the investment objectives and approve the resolution set out in Schedule “A” to the Management Information Circular.


Current Investment Objectives> To track the performance of a generally recognized index of Canadian bond market performance, currently being the

FTSE TMX Canada Federal Bond Index3, or any successor thereto, before fees and expenses are deducted.

> To provide a total return consisting of income and moderate capital growth.

The Fund invests primarily in fixed-income securities issued or guaranteed by the Canadian federal government, which together comprise the universe of securities measured by its benchmark index.

3 The FTSE TMX Canada Federal Bond Index is published by FTDCM. FTDCM has no connection to RBC GAM or to the Funds and has not passed on the merits of investing in the Fund.

4

Proposed Investment Objectives> To track the performance of a generally recognized Canadian bond market index.


The Fund invests primarily in fixed-income securities issued or guaranteed by Canadian governments in substantially the same proportion as its benchmark index, either directly or indirectly through investment in other mutual funds managed by RBC GAM or an affiliate of RBC GAM.

Proposed Change to Investment StrategiesIf the investment objective change is approved, the investment strategies of the Fund will be amended to include reference to the benchmark index that the Fund tracks: FTSE TMX Canada Federal Bond Index.

Reasons for the Proposed ChangeThe proposed changes will allow the Fund to invest directly in RBC ETFs and track the performance of the same benchmark as the applicable RBC ETF, if any. This will create efficiencies for the Fund and a number of benefits for unitholders, including lower fees as set out below.

The RBC Canadian Government Bond Index Fund is an index fund which currently invests directly in fixed-income securities to track the performance of the Canadian federal government bond market with the FTSE TMX Canada Federal Bond Index as its benchmark. The following summarizes the proposed changes to this Fund as well as the benefits to unitholders:

> On or about June 30, 2017, provide the Fund with the flexibility to invest up to 100% of its assets in RBC ETFs.

> At this time we have no immediate plans to launch an RBC ETF that tracks the Canadian federal government bond market. Therefore, the Fund will continue to invest directly in fixed-income securities. If an appropriate RBC ETF is launched in the future, a transition to invest directly in that RBC ETF would only proceed if we considered it to be reasonable for unitholders.

> The Fund’s benchmark will not change. It will continue to be the FTSE TMX Canada Federal Bond Index.

If approved, the Fund will continue to invest directly in fixed-income securities and the benchmark will remain unchanged. To reflect potential future efficiencies for the Fund, RBC GAM will reduce the management fees and/or administration fees resulting in lower MERs effective June 30, 2017 as follows:

MER – SERIES A MER – SERIES F*


0.66% 0.61% 0.05% 0.50% 0.28% 0.22%


Tax Implications of ChangeThe current level of unrealized capital gains in the Fund is estimated at approximately 4% of its net asset value per unit. We have no immediate plans to launch an RBC ETF that tracks the FTSE TMX Canada Federal Bond Index and we do not propose to make any changes to the portfolio of the Fund at this time; therefore, these changes will have no tax implications for unitholders of the Fund.

Recommendation RBC GAM believes that the proposed change is in the best interests of unitholders of the RBC Canadian Government Bond Index Fund and therefore recommends that unitholders vote in favour of the proposed change to the investment objectives and approve the resolution set out in Schedule “B” to the Management Information Circular.

5


Current Investment Objectives> To track the performance of a generally recognized index of Canadian equity market performance, currently being the

S&P/TSX Composite Total Return Index4, or any successor thereto, before fees and expenses are deducted.

> To provide long-term capital growth.

The Fund invests primarily in equity securities in substantially the same proportion as its benchmark index.

Proposed Investment Objectives> To track the performance of a generally recognized Canadian equity market index.


The Fund invests primarily in equity securities in substantially the same proportion as its benchmark index, either directly or indirectly through investment in other mutual funds managed by RBC GAM or an affiliate of RBC GAM.


Current benchmark index: S&P/TSX Composite Total Return Index

New benchmark index: FTSE Canada All Cap Domestic Index5


The RBC Canadian Index Fund is an index fund, sub-advised by State Street Global Advisors, Ltd., which currently invests directly in equity securities to track the performance of the Canadian equity market with the S&P/TSX Composite Total Return Index as its benchmark. The following summarizes the proposed changes to this Fund as well as the benefits to unitholders:

> On or about June 30, 2017, provide the Fund with the flexibility to invest up to 100% of its assets in RBC ETFs, specifically the RBC Canadian Equity Index ETF (sub-advised by State Street Global Advisors, Ltd.), which tracks the performance of the FTSE Canada All Cap Domestic Index.

> On or about September 15, 2017, change the Fund’s benchmark to the FTSE Canada All Cap Domestic Index. Changing index providers will result in cost reductions to the Fund that will be passed on to unitholders through lower fees. The Fund will continue to track the performance of the Canadian equity market.

> At this time the Fund will continue to invest directly in equity securities. The Fund has significant unrealized gains of approximately 24% of the net asset value per unit. Transitioning the Fund to invest 100% of its assets directly in the RBC Canadian Equity Index ETF would result in a large capital gains distribution. However, if the proposed changes to the investment objectives are approved, the Fund would have the flexibility to invest in the RBC Canadian Equity Index ETF in the future. If we transition the Fund holdings to the RBC Canadian Equity Index ETF, our intention is to do so in such a way as to limit the tax impact to unitholders.

4 The S&P/TSX Composite Total Return Index is published by Standard & Poor’s, a division of The McGraw-Hill Companies Inc. Standard & Poor’s has no connection to RBC GAM or to the Funds and has not passed on the merits of investing in the Fund.

5 The FTSE Canada All Cap Domestic Index is published by FTSE International Limited (“FTSE”). FTSE has no connection to RBC GAM or to the Funds and has not passed on the merits of investing in the Fund.

6




0.72% 0.66% 0.06% 0.56% 0.17% 0.39%


Tax Implications of ChangeWhile the Fund will continue to invest directly in equity securities, changing the Fund’s benchmark to the FTSE Canada All Cap Domestic Index will result in some rebalancing of the portfolio that will generate a capital gains distribution in December 2017. We currently expect this distribution to be approximately 2% of the net asset value per unit of the Fund.

If you hold the Fund through a registered plan or TFSA, you will not pay tax on these distributions.

As outlined above, a transition to invest a substantial portion of the Fund’s assets directly in the RBC Canadian Equity Index ETF would have a more significant tax impact for unitholders and will not be pursued at this time.

Recommendation RBC GAM believes that the proposed change is in the best interests of unitholders of the RBC Canadian Index Fund and therefore recommends that unitholders vote in favour of the proposed change to the investment objectives and approve the resolution set out in Schedule “C” to the Management Information Circular.

RBC U.S. Index Fund

Current Investment Objectives> To track the performance of a generally recognized index of U.S. equity market performance currently being the Standard &

Poor’s 500 Total Return Index (CAD)6, or any successor thereto, before fees and expenses are deducted.


The Fund invests primarily in equity securities in substantially the same proportion as its benchmark index.

Proposed Investment Objectives> To track the performance of a generally recognized U.S. equity market index.




Current benchmark index: Standard & Poor’s 500 Total Return Index (CAD)

New benchmark index: FTSE USA Index7

6 The Standard & Poor’s 500 Total Return Index (CAD) is published by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. Standard & Poor’s has no connection to RBC GAM or to the Funds and has not passed on the merits of investing in the Fund.

7 The FTSE USA Index is published by FTSE. FTSE has no connection to RBC GAM or to the Funds and has not passed on the merits of investing in the Fund.

7


The RBC U.S. Index Fund is an index fund, sub-advised by State Street Global Advisors, Ltd., which currently invests directly in equity securities to track the performance of the U.S. equity market with the Standard & Poor’s 500 Total Return Index (CAD) as its benchmark. The following summarizes the proposed changes to this Fund as well as the benefits to unitholders:

> On or about June 30, 2017, provide the Fund with the flexibility to invest up to 100% of its assets in RBC ETFs, specifically the RBC U.S. Equity Index ETF (sub-advised by State Street Global Advisors, Ltd.), which tracks the performance of the FTSE USA Index.

> On or about September 15, 2017, change the Fund’s benchmark to the FTSE USA Index. Changing index providers will result in cost reductions to the Fund that will be passed on to unitholders through lower fees. The Fund will continue to track the performance of the U.S. equity market.

> At this time the Fund will continue to invest directly in equity securities. The Fund has significant unrealized gains of approximately 35% of the net asset value per unit. Transitioning the Fund to invest 100% of its assets directly in the RBC U.S. Equity Index ETF would result in a large capital gains distribution. However, if the proposed changes to the investment objective are approved, the Fund would have the flexibility to invest in the RBC U.S. Equity Index ETF in the future. If we transition the Fund holdings to the RBC U.S. Equity Index ETF, our intention is to do so in such a way as to limit the tax impact to unitholders.




0.72% 0.66% 0.06% 0.55% 0.21% 0.34%


Tax Implications of ChangeWhile the Fund will continue to invest directly in equity securities, changing the Fund’s benchmark to the FTSE USA Index will result in some rebalancing of the portfolio that will generate a capital gains distribution in December 2017. We currently expect this distribution to be approximately 2% of the net asset value per unit of the Fund.


As outlined above, a transition to invest a substantial portion of the Fund’s assets directly in the RBC U.S. Equity Index ETF would have a more significant tax impact for unitholders and will not be pursued at this time.

Recommendation RBC GAM believes that the proposed change is in the best interests of unitholders of the RBC U.S. Index Fund and therefore recommends that unitholders vote in favour of the proposed change to the investment objectives and approve the resolution set out in Schedule “D” to the Management Information Circular.

8


Current Investment Objectives> To track the performance of a generally recognized index of U.S. equity market performance currently being the Standard &

Poor’s 500 Total Return Index (US$)8 or any successor thereto, before fees and expenses are deducted.


The Fund invests primarily in Government of Canada treasury bills and other high-quality Canadian money market securities and derivatives, such as options, futures and forward contracts, based on its benchmark index.

Proposed Investment Objectives> To track the performance of a generally recognized U.S. equity market index.

> To provide long-term capital growth while minimizing the exposure to currency fluctuations between the U.S. and Canadian dollars.

The Fund invests primarily in equity securities in substantially the same proportion as its benchmark index, either directly or indirectly through investment in other mutual funds managed by RBC GAM or an affiliate of RBC GAM. The Fund may also use derivatives to hedge against the fluctuations in the value of the U.S. dollar relative to the Canadian dollar.


Current benchmark index: Standard & Poor’s 500 Total Return Index (US$)

New benchmark index: FTSE USA Hedged 100% to CAD Index9

Reasons for the Proposed ChangeThe proposed changes will allow the Fund to invest directly in RBC ETFs and track the performance of the same benchmark as the applicable RBC ETF, in Canadian dollar terms. This will create efficiencies for the Fund and a number of benefits for unitholders, including lower fees as set out below.

The RBC U.S. Index Currency Neutral Fund is an index fund, sub-advised by State Street Global Advisors, Ltd., which currently invests in Canadian money market securities and futures contracts to track the performance of the U.S. equity market with the Standard & Poor’s 500 Total Return Index (US$) as its benchmark. The following summarizes the proposed changes to this Fund as well as the benefits to unitholders:

> On or about September 15, 2017, provide the Fund with the flexibility to invest up to 100% of its assets in RBC ETFs, specifically the RBC U.S. Equity Index ETF (sub-advised by State Street Global Advisors, Ltd.), which tracks the performance of the FTSE USA Index.

> On or about September 15, 2017, change the Fund’s benchmark to the FTSE USA Hedged 100% to CAD Index. Changing index providers will result in cost reductions to the Fund that will be passed on to unitholders through lower fees. At the same time, the Fund will continue to track the performance of the U.S. equity market while minimizing the exposure to currency fluctuations between the U.S. and Canadian dollars.

> On or about September 15, 2017, transition the Fund so that it invests 100% of its assets in units of the RBC U.S. Equity Index ETF and uses derivatives to hedge against fluctuations in the value of the U.S. dollar relative to the Canadian dollar.

8 The Standard & Poor’s 500 Total Return Index (US$) is published by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. Standard & Poor’s has no connection to RBC GAM or to the Funds and has not passed on the merits of investing in the Fund.

9 The FTSE USA Hedged 100% to CAD Index is published by FTSE. FTSE has no connection to RBC GAM or to the Funds and has not passed on the merits of investing in the Fund.

9

> The changes will increase the tax efficiency of the Fund. Currently, distributions of net gains arising from investments in futures contracts are taxed as ordinary income. Following the transition, the realized gains on equity investments in the Fund will be taxed as capital gains, which receive more favourable tax treatment than ordinary income.

> Additionally we expect the Fund to be able to track the performance of the benchmark more closely by investing in the RBC ETF compared to the current strategy of investing in futures contracts.




0.72% 0.61% 0.11% 0.55% 0.15% 0.40%


Tax Implications of ChangeThe proposed changes will increase the tax efficiency of the Fund for unitholders holding units in non-registered accounts, as described above under “Reasons for the Proposed Change.” Any net gains up to the point of transitioning the Fund will be distributed and treated as ordinary income. These distributions would be paid regardless of the changes to the investment objectives of the Fund.


Recommendation RBC GAM believes that the proposed change is in the best interests of unitholders of the RBC U.S. Index Currency Neutral Fund and therefore recommends that unitholders vote in favour of the proposed change to the investment objectives and approve the resolution set out in Schedule “E” to the Management Information Circular.


Current Investment Objectives> To track the performance of a generally recognized index of international equity market performance currently being the

Morgan Stanley Capital International – Europe, Australasia and Far East Total Return Index (in local currencies)10, or any successor thereto, before fees and expenses are deducted.


The Fund invests primarily in Government of Canada treasury bills and other high-quality Canadian money market securities and derivatives, such as options, futures and forward contracts, based on the markets and securities included in its benchmark index.

Proposed Investment Objectives> To track the performance of a generally recognized international equity market index.

> To provide long-term capital growth while minimizing the exposure to currency fluctuations between foreign currencies and the Canadian dollar

The Fund invests primarily in equity securities in substantially the same proportion as its benchmark index, either directly or indirectly through investment in other mutual funds managed by RBC GAM or an affiliate of RBC GAM. The Fund may also use derivatives to hedge against the fluctuations in the value of foreign currencies relative to the Canadian dollar.

10 Morgan Stanley Capital International – Europe, Australasia and Far East Total Return Index is published by Morgan Stanley Capital International Inc. Morgan Stanley Capital International Inc. has no connection to RBC GAM or to the Funds and has not passed on the merits of investing in the Fund. MSCI, Morgan Stanley Capital International and EAFE are trademarks of Morgan Stanley Capital International Inc. or its affiliates.

10


Current benchmark index: Morgan Stanley Capital International – Europe, Australasia and Far East Total Return Index (in local currencies)

New benchmark index: FTSE Developed ex North America Hedged 100% to CAD Index11

Reasons for the Proposed ChangeThe proposed changes will allow the Fund to invest directly in RBC ETFs and track the performance of the same benchmark as the applicable RBC ETF, in Canadian dollar terms. This will create efficiencies for the Fund and a number of benefits for unitholders, including lower fees as set out below.

The RBC International Index Currency Neutral Fund is an index fund, sub-advised by State Street Global Advisors, Ltd., which currently invests in Canadian money market securities and futures contracts to track the performance of international equity markets with the Morgan Stanley Capital International – Europe, Australasia and Far East Total Return Index (in local currencies) as its benchmark. The following summarizes the proposed changes to this Fund as well as the benefits to unitholders:

> On or about September 15, 2017, provide the Fund with the flexibility to invest up to 100% of its assets in RBC ETFs, specifically the RBC International Equity Index ETF (sub-advised by State Street Global Advisors, Ltd.), which tracks the performance of the FTSE Developed ex North America Index12.

> On or about September 15, 2017 change the Fund’s benchmark to the FTSE Developed ex North America Hedged 100% to CAD Index. Changing index providers will result in cost reductions to the Fund that will be passed on to unitholders through lower fees. At the same time, the Fund will continue to track the performance of international equity markets while minimizing exposure to fluctuations in the value of foreign currencies relative to the Canadian dollar.

> On or about September 15, 2017, transition the Fund so that it invests 100% of its assets in units of the RBC International Equity Index ETF and uses derivatives to hedge against fluctuations in foreign currencies relative to the Canadian dollar.

> The changes will increase the tax efficiency of the Fund. Currently distributions of net gains arising from investments in futures contracts are taxed as ordinary income. Following the transition, the realized gains on equity investments in the Fund will be taxed as capital gains, which receive more favourable tax treatment than ordinary income.

> Additionally we expect the Fund to be able to track the performance of the benchmark more closely by investing in the RBC ETF compared to the current strategy of investing in futures contracts.




0.71% 0.61% 0.10% 0.56% 0.28% 0.28%


11 The FTSE Developed ex North America Hedged 100% to CAD Index is published by FTSE. FTSE has no connection to RBC GAM or to the Funds and has not passed on the merits of investing in the Fund.

12 The FTSE Developed ex North America Index is published by FTSE. FTSE has no connection to RBC GAM or to the Funds and has not passed on the merits of investing in the Fund.

11

Tax Implications of ChangeThe proposed changes will increase the tax efficiency of the Fund for unitholders holding units in non-registered accounts, as described above under “Reasons for the Proposed Change.” Any net gains up to the point of transitioning the Fund will be distributed and treated as ordinary income. These distributions would be paid regardless of the changes to the investment objectives of the Fund.


Recommendation RBC GAM believes that the proposed change is in the best interests of unitholders of the RBC International Index Currency Neutral Fund and therefore recommends that unitholders vote in favour of the proposed change to the investment objectives and approve the resolution set out in Schedule “F” to the Management Information Circular.

Proposed Changes Relating to the RBC Jantzi Balanced Fund

Background Information: RBC VisionTM Funds On April 3, 2017, RBC GAM announced a number of changes to the RBC Jantzi Funds and the PH&N Community Values Funds, two similar, but separate fund lineups focused on socially responsible investing (“SRI”). The changes, effective June 30, 2017, include mergers, fee reductions and the proposed change to the investment objective of the RBC Jantzi Balanced Fund.

Once implemented, RBC GAM will offer investors a single set of SRI funds under a new name, the RBC Vision Funds. The Community Values and Jantzi names will be retired. The RBC Vision Funds will also include a renamed bond fund (previously called the Phillips, Hager & North Community Values Bond Fund) and a new fossil fuel free global equity fund. The changes to the fund lineups can be summarized as follows:

MERGING FUND CONTINUING FUND RBC VISION FUNDS

– – RBC Vision Bond Fund*

Phillips, Hager & North Community Values Balanced Fund

RBC Jantzi Balanced Fund RBC Vision Balanced Fund

Phillips, Hager & North Community Values Canadian Equity Fund

RBC Jantzi Canadian Equity Fund RBC Vision Canadian Equity Fund

Phillips, Hager & North Community Values Global Equity Fund

RBC Jantzi Global Equity Fund RBC Vision Global Equity Fund

– – RBC Vision Fossil Fuel Free Global Equity Fund**

* Phillips, Hager & North Community Values Bond Fund will not be subject to a merger and will be renamed RBC Vision Bond Fund** RBC Vision Fossil Fuel Free Global Equity Fund will be available for purchase on or about August 14, 2017


Current Investment Objectives> To provide long-term capital growth, with a secondary focus on modest income.

The Fund invests primarily in Canadian, U.S. and international equities and fixed-income securities. The Fund follows a socially responsible approach to investing.

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Proposed Investment Objectives> To provide long-term capital growth, with a secondary focus on modest income.

The Fund invests primarily in Canadian, U.S. and international equities and fixed-income securities, either directly or indirectly through investment in other mutual funds managed by RBC GAM or an affiliate of RBC GAM. The Fund follows a socially responsible approach to investing.

Reasons for the Proposed ChangeThe RBC Jantzi Balanced Fund currently invests its assets directly in Canadian equities, bonds and short-term debt, as well as foreign securities. The proposed change will provide the Fund with the flexibility to invest assets in the same securities both directly and indirectly, through investment in securities of other funds managed by RBC GAM or an affiliate of RBC GAM.

RBC GAM intends to transition the RBC Jantzi Balanced Fund to a primarily fund-of-funds structure, which is consistent with the investment approach used by the Phillips, Hager & North Community Values Balanced Fund and is a more efficient way to manage the Fund. In accordance with securities laws, there will be no duplication of management fees if the Fund invests in other funds managed by RBC GAM or an affiliate of RBC GAM.

The RBC Jantzi Balanced Fund’s investment objective to provide long-term capital growth, with a secondary focus on modest income, will not change.

Finally, as announced on April 3, 2017 and in connection with these changes RBC GAM will reduce the MERs of the Fund effective June 30, 2017 as follows:

MER – SERIES A MER – ADVISOR SERIES


2.21% 2.06% 0.15% 2.13% 2.05% 0.08%

MER – SERIES D MER – SERIES F


1.34% 1.24% 0.10% 1.05% 0.95% 0.10%

Tax Implications of ChangeThe Fund will be transitioned to a primarily fund-of-funds structure over time with an objective to minimize the tax impact for unitholders. We currently expect that this transition will result in a capital gains distribution that will be less than 5% of the net asset value per unit of the Fund and distributed in December 2017. If you hold the Fund through a registered plan or TFSA, you will not pay tax on these distributions.

Recommendation RBC GAM believes that the proposed change is in the best interests of unitholders of the RBC Jantzi Balanced Fund and therefore recommends that unitholders vote in favour of the proposed change to the investment objectives and approve the resolution set out in Schedule “G” to the Management Information Circular.

13

TAX IMPLICATIONS TO UNITHOLDERS

The change to a Fund’s investment objective alone will not result in unitholders of the Fund being considered to have disposed of their units in the Fund and, accordingly, unitholders will not realize a capital gain (or capital loss) on their units. However, as further detailed for each Fund under the heading “Tax Implications of Change,” if the proposed changes are approved, a Fund may dispose of securities and acquire new securities in order to achieve the new investment objective and such dispositions may cause the Fund to realize capital gains which may result in unitholders receiving distributions that will be treated as capital gains. If the units are held by a registered plan or a tax-free savings account, such distributions will not be taxable under the Income Tax Act (Canada). Amounts designated as taxable capital gains and distributed to unitholders who are not exempt from Canadian federal income tax will be subject to the general rules relating to the taxation of capital gains, which are described in the annual information form of the Funds dated June 30, 2016, each as amended by amendment no. 1 dated September 19, 2016, amendment no. 2 dated November 24, 2016, amendment no. 3 dated February 15, 2017 and amendment no. 4 dated April 12, 2017. Accordingly, unitholders should consult their own tax advisors for advice with respect to the tax implications of the Proposed Changes to the Investment Objectives of the applicable Fund(s) in their particular circumstances.

APPOINTMENT AND REVOCATION OF PROXIES

This Management Information Circular is provided to unitholders in connection with the solicitation of proxies by RBC GAM. The persons named in the form of proxy accompanying the Notice-and-Access document are officers or employees of RBC GAM. A unitholder has the right to appoint a person (who need not be a unitholder) other than the persons specified in the form of proxy to attend and act on his or her behalf at the Meeting. This right may be exercised by striking out the names of the persons specified on the form of proxy, inserting the name of the person to be appointed in the blank space provided, signing the form of proxy and returning it in the reply envelope.

A unitholder who executes and returns the form of proxy may revoke it: (i) by sending a notice in writing, executed by him or her or by his or her attorney authorized in writing, to the registered office of Broadridge, P.O. Box 2800, Station LCD, Malton, Mississauga, Ontario L5T 2T7, or by sending such notice by fax to Broadridge at 1-866-623-5305, prior to 5:00 p.m. (Eastern Time) on the last business day preceding the Meeting, or any adjournments thereof; (ii) by attending the Meeting; or (iii) in any other manner permitted by law. If you fax your form of proxy, please ensure you include both sides of the page.

In order to be voted, a proxy must be deposited with Broadridge so as to arrive not later than 5:00 p.m. (Eastern Time) on June 21, 2017 or, if the Meeting is adjourned, at least 24 hours (excluding Saturdays, Sundays and holidays) before the date of the adjourned Meeting, or the proxy may be deposited with the chair of the Meeting by the start of the Meeting at the latest.

VOTING OF PROXIES

The units represented by a form of proxy will be voted or withheld from voting in accordance with the instructions of the unitholder on any ballot that may be called for, and, if the unitholder specifies a choice with respect to any matter to be acted upon, the units will be voted accordingly. Where no direction is given by a unitholder submitting a proxy, RBC GAM will vote the units in favour of each of the matters set out therein.

The form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to the matters identified in the Notice-and-Access document and with respect to other matters that may properly come before the Meeting in respect of which the proxy is granted, or any adjournments of such Meeting. As of the date hereof, RBC GAM knows of no such amendments, variations or other matters to come before the Meeting.

RECORD DATE

May 8, 2017 is the record date for the determination of unitholders entitled to receive notice of the Meeting and for the determination of unitholders entitled to vote at the Meeting. Unitholders may transfer any of their units after such record date and the transferees of those units must then establish that they own the units of the Funds and may demand, not later than the commencement of the Meeting, that their name be included in the list of unitholders, in which case they are entitled to vote, and the transferors are not entitled to vote, at the Meeting.

14

Voting Units and Principal Holders ThereofAs of April 28, 2017, the Funds had the following units issued and outstanding:

NAME OF MUTUAL FUND SERIES A

ADVISOR SERIES SERIES D SERIES DZ SERIES F SERIES O


– 2,688,656 – – 783,455 45


16,390,333 – – – 130,503 –

RBC Canadian Index Fund 25,268,739 – – – 514,441 –

RBC U.S. Index Fund 36,451,932 – – – 1,304,088 –


34,907,096 – – – 550,537 –


31,585,484 – – – 445,715 –

RBC Jantzi Balanced Fund 8,296,247 503,968 231,691 – 536,457 –

Each whole unit of a Fund entitles the holder thereof to one vote on all matters coming before the Meeting in respect of such Fund. Unitholders of all series of a Fund will vote together on all matters coming before the Meeting. If a unitholder submits a proxy but fails to provide RBC GAM with instructions as to how to vote his or her units of the Fund, RBC GAM will vote the units in favour of the proposed changes to the investment objectives.

Except as stated below, as at April 28, 2017, no person or company owned of record, or to the knowledge of RBC GAM, owned beneficially, directly or indirectly, or exercised control over more than 10% of any series of units of a Fund.

In addition, Royal Bank of Canada owns less than 10% of any series of units of a Fund. Royal Bank of Canada will not vote its units in any of the Funds in respect of any matter coming before the Meeting.

QuorumThe quorum required at the Meeting is two unitholders of the applicable Fund present in person or by proxy. As stated above, the approval of the resolutions will require an affirmative vote by a majority of the votes cast at the Meeting.

INTEREST OF RBC GAM IN PROPOSED CHANGES TO THE INVESTMENT OBJECTIVES

ManagerRBC GAM is the manager of the Funds. The head office of RBC GAM is in Toronto, Ontario. The mailing address of RBC GAM is 155 Wellington Street West, Suite 2200, Toronto, Ontario, M5V 3K7, and the RBC GAM website address is www.rbcgam.com. You can contact us by telephone at 1-800-463-FUND (3863) (English) or 1-800-668-FOND (3663) (French) or by email at [email protected] (English) or [email protected] (French).

RBC GAM manages the Funds pursuant to the Declaration of Trust. RBC GAM is responsible for the day-to-day operations of the Funds, including valuation services and unitholder records, and appoints portfolio advisors, if required, that manage the Funds’ investments and supervise brokerage arrangements for the purchase and sale of Fund units and other assets. RBC GAM also appoints distributors for the Funds. RBC GAM is paid a fee as compensation for the services it provides to each Fund. The amount of such fees is set out in the simplified prospectus of the Funds.

15

During the year ended December 31, 2016, RBC GAM was paid, or was entitled to be paid, the following management fees:

NAME OF MUTUAL FUND MANAGEMENT FEES

RBC Advisor Canadian Bond Fund $360,984

RBC Canadian Government Bond Index Fund $1,106,333

RBC Canadian Index Fund $3,266,453

RBC U.S. Index Fund $3,026,284

RBC U.S. Index Currency Neutral Fund $1,617,514

RBC International Index Currency Neutral Fund $1,624,513

RBC Jantzi Balanced Fund $1,864,442

Directors and OfficersThe name and municipality of residence, position and office held with RBC GAM and current principal occupation of each of the directors and executive officers of RBC GAM are as follows:

NAMEMUNICIPALITY OF RESIDENCE

POSITION AND OFFICE HELD WITH RBC GAM CURRENT PRINCIPAL OCCUPATION

Wayne Bossert Oakville, Ontario Director Deputy Chair and Head of Global Ultra-High Net Worth Clients and Canadian Private Banking, Royal Bank

Daniel E. Chornous Toronto, Ontario Director and Chief Investment Officer

Chief Investment Officer, RBC GAM

Douglas Coulter Toronto, Ontario Director and President, Retail

President, Retail, RBC GAM

Douglas A. Guzman Toronto, Ontario Director and Chairman Group Head, Wealth Management & Insurance, Royal Bank

Frank Lippa Toronto, Ontario Chief Financial Officer and Chief Operating Officer

Chief Financial Officer and Chief Operating Officer, RBC GAM

Dave Y. Mun Toronto, Ontario Director Senior Vice President, Performance Management & Investor Relations, Royal Bank

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NAMEMUNICIPALITY OF RESIDENCE

POSITION AND OFFICE HELD WITH RBC GAM CURRENT PRINCIPAL OCCUPATION

Lawrence A.W. Neilsen Vancouver, British Columbia

Chief Compliance Officer Global Head of Compliance, RBC Global Asset Management

Chandra Stempien Toronto, Ontario Director Managing Director and Head, Counterparty Credit Risk, Royal Bank

Damon G. Williams Toronto, Ontario Director, Chief Executive Offer and Ultimate Designated Person

Chief Executive Officer, RBC GAM

Gina Zapras Vaughan, Ontario Corporate Secretary Subsidiary Governance Officer, Royal Bank

Affiliated EntitiesThe following are companies affiliated with RBC GAM that provide services to the Funds or RBC GAM in relation to the Funds:

Royal Bank of Canada (Registrar) |

|100%*

|

RBC GAM (Trustee,

Manager, Portfolio Advisor, Promoter

and Principal Distributor of the Funds other than

Series A units)

|100%*

|

Royal Mutual Funds Inc. (Principal

Distributor of Series A units)

|100%

|

RBC Europe Limited

(Brokerage Services)

|100%*

|

RBC Dominion Securities Inc.

(Brokerage Services and

Sub-Custodian)

|100%*

|

RBC Capital Markets LLC (Brokerage Services)

|100%*

|

RBC Investor Services Trust

(Custodian and Registrar)

* Indirect wholly owned subsidiaries of Royal Bank of Canada

The management fees and administration fees paid by the Funds to RBC GAM and the brokerage commissions paid by the Funds to affiliates are contained in the audited financial statements of the Funds. The fees paid to the other affiliates indicated above are paid by RBC GAM out of the management fees and administration fees paid to RBC GAM by the Funds, as applicable.

CORPORATE GOVERNANCE OF THE FUNDS

RBC GAM, in its role as manager and trustee of the Funds, has overall responsibility for management of the Funds.

The Independent Review Committee (the “IRC”) acts as the independent review committee that the Funds are required to have under Canadian securities laws. The IRC reviews and provides input on conflict of interest matters in respect of RBC GAM and the Funds.

The IRC will, no less frequently than annually, review and assess the adequacy and effectiveness of:

> RBC GAM’s policies and procedures relating to conflict of interest matters in respect of the Funds;

> any standing instructions it has provided to RBC GAM pertaining to conflict of interest matters in respect of the Funds;

> RBC GAM’s and the Funds’ compliance with any conditions imposed by the IRC in a recommendation or approval; and

> any subcommittee to which the IRC has delegated any of its functions.

In addition, the IRC will, no less frequently than annually, review and assess the independence of its members, the compensation of its members, its effectiveness and the contribution and effectiveness of its members. The IRC will provide RBC GAM with a report of the results of such assessment.

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The IRC has reviewed the Proposed Changes to the Investment Objectives and has provided a positive recommendation, having determined that the Proposed Changes to the Investment Objectives, if implemented, would achieve a fair and reasonable result for each of the Funds.

While the IRC has determined that the implementation of the proposed changes would achieve a fair and reasonable result for each of the Funds and the Manager recommends that unitholders vote in favour of the proposed matters, unitholders should review the proposed matters described in the Management Information Circular, consult with advisors if necessary and make their own decisions.

REMUNERATION OF TRUSTEE AND INDEPENDENT REVIEW COMMITTEE

The Funds do not have directors or officers. RBC GAM, in its capacity as trustee of the Funds, holds the property of the Funds on behalf of the unitholders of the Funds. RBC GAM, in its capacity as trustee of the Funds, is not entitled to any remuneration. RBC GAM, in its capacity as manager of the Funds, is entitled to receive management fees as set out in the simplified prospectus of the Funds.

Each member of the IRC is entitled to receive from the Funds annual fees and meeting fees for each meeting that he or she attends. Each member of the IRC will also be reimbursed for expenses in connection with performing his or her duties in this regard. These fees and expenses will be allocated among the funds managed by RBC GAM in a manner that is fair and equitable.

AUDITOR

The auditor of the Funds is PricewaterhouseCoopers LLP, PwC Tower, 18 York Street, Suite 2600, Toronto, Ontario M5J 0B2.

ADDITIONAL INFORMATION

Additional information about the Funds is available in the Funds’ management reports of fund performance and financial statements. For a copy of these documents, at no cost, call us toll-free at 1-800-463-FUND (3863) (English) or 1-800-668-FOND (3663) (French), email us at [email protected] (English) or [email protected] (French) or ask your dealer.

You can also get copies of the annual information form, the most recently filed fund facts, the simplified prospectus, the management reports of fund performance and the financial statements of the Funds from the website for the Funds at www.rbcgam.com or on the website for the System for Document Analysis and Retrieval (“SEDAR”) at www.sedar.com.

RECOMMENDATION REGARDING PROPOSED INVESTMENT OBJECTIVE CHANGES

For the reasons set out in this Management Information Circular, RBC GAM recommends that unitholders vote in favour of the proposed resolutions.

Approval

The contents of this Management Information Circular and its distribution in respect of the Funds have been approved by the Board of Directors of RBC GAM as trustee and manager of the Funds.

DATED at Toronto, Ontario this 19th day of May, 2017.

RBC GLOBAL ASSET MANAGEMENT INC.

Gina Zapras Corporate Secretary

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SCHEDULE “A”

Resolution of the Unitholders of RBC Advisor Canadian Bond Fund Approving Change of Investment Objectives

Be it resolved that:

1. (a) the change to the investment objectives of the RBC Advisor Canadian Bond Fund (the “Fund”) as described in the Management Information Circular of the Fund dated May 19, 2017 and as set forth below is approved effective on or about June 30, 2017:

> To track the performance of a generally recognized Canadian bond market index.

> To provide a total return consisting of income and modest capital gains.

The Fund invests primarily in fixed-income securities such as bonds, debentures and notes issued by Canadian governments and corporations in substantially the same proportion as its benchmark index, either directly or indirectly through investment in other mutual funds managed by RBC GAM or an affiliate of RBC GAM.

(b) the change to the investment strategies of the Fund, effective on or about September 15, 2017, is approved to include reference to the new benchmark index that the Fund tracks: FTSE TMX Canada Universe + Maple Bond Index;

2. all amendments to any agreements that are required to give effect to this resolution are authorized and approved;

3. the trustee of the Fund shall have the discretion, without further approval of the unitholders of the Fund, to postpone or elect not to proceed with the change to the investment objectives should it so determine; and

4. any officer or director of the trustee of the Fund is authorized to take all such steps and execute and deliver all such documents as are necessary or desirable to give effect to the foregoing.

SCHEDULE “B”

Resolution of the Unitholders of RBC Canadian Government Bond Index Fund Approving Change of Investment Objectives


1. (a) the change to the investment objectives of the RBC Canadian Government Bond Index Fund (the “Fund”) as described in the Management Information Circular of the Fund dated May 19, 2017 and as set forth below is approved effective on or about June 30, 2017:

> To track the performance of a generally recognized Canadian bond market index.


The Fund invests primarily in fixed-income securities issued or guaranteed by Canadian governments in substantially the same proportion as its benchmark index, either directly or indirectly through investment in other mutual funds managed by RBC GAM or an affiliate of RBC GAM.

(b) the change to the investment strategies of the Fund, effective on or about June 30, 2017, is approved to include reference to the benchmark index that the Fund tracks: FTSE TMX Canada Federal Bond Index.




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SCHEDULE “C”

Resolution of the Unitholders of RBC Canadian Index Fund Approving Change of Investment Objectives


1. (a) the change to the investment objectives of the RBC Canadian Index Fund (the “Fund”) as described in the Management Information Circular of the Fund dated May 19, 2017 and as set forth below is approved effective on or about June 30, 2017:

> To track the performance of a generally recognized Canadian equity market index.



(b) the change to the investment strategies of the Fund, effective on or about September 15, 2017, is approved to include reference to the new benchmark index that the Fund tracks: FTSE Canada All Cap Domestic Index;




SCHEDULE “D”

Resolution of the Unitholders of RBC U.S. Index Fund Approving Change of Investment Objectives


1. (a) the change to the investment objectives of the RBC U.S. Index Fund (the “Fund”) as described in the Management Information Circular of the Fund dated May 19, 2017 and as set forth below is approved effective on or about June 30, 2017:

> To track the performance of a generally recognized U.S. equity market index.



(b) the change to the investment strategies of the Fund, effective on or about September 15, 2017, is approved to include reference to the new benchmark index that the Fund tracks: FTSE USA Index;




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SCHEDULE “E”

Resolution of the Unitholders of RBC U.S. Index Currency Neutral Fund Approving Change of Investment Objectives


1. (a) the change to the investment objectives of the RBC U.S. Index Currency Neutral Fund (the “Fund”) as described in the Management Information Circular of the Fund dated May 19, 2017 and as set forth below is approved effective on or about September 15, 2017:

> To track the performance of a generally recognized U.S. equity market index.

> To provide long-term capital growth while minimizing the exposure to currency fluctuations between the U.S. and Canadian dollars.

The Fund invests primarily in equity securities in substantially the same proportion as its benchmark index, either directly or indirectly through investment in other mutual funds managed by RBC GAM or an affiliate of RBC GAM. The Fund may also use derivatives to hedge against the fluctuations in the value of the U.S. dollar relative to the Canadian dollar.

(b) the change to the investment strategies of the Fund, effective on or about September 15, 2017, is approved to include reference to the new benchmark index that the Fund tracks: FTSE USA Hedged 100% to CAD Index;




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SCHEDULE “F”

Resolution of the Unitholders of RBC International Index Currency Neutral Fund Approving Change of Investment Objectives


1. (a) the change to the investment objectives of the RBC International Index Currency Neutral Fund (the “Fund”) as described in the Management Information Circular of the Fund dated May 19, 2017 and as set forth below is approved effective on or about September 15, 2017:

> To track the performance of a generally recognized international equity market index.

> To provide long-term capital growth while minimizing the exposure to currency fluctuations between foreign currencies and the Canadian dollar.

The Fund invests primarily in equity securities in substantially the same proportion as its benchmark index, either directly or indirectly through investment in other mutual funds managed by RBC GAM or an affiliate of RBC GAM. The Fund may also use derivatives to hedge against the fluctuations in the value of foreign currencies relative to the Canadian dollar.

(b) the change to the investment strategies of the Fund, effective on or about September 15, 2017, is approved to include reference to the new benchmark index that the Fund tracks: FTSE Developed ex North America Hedged 100% to CAD Index;




SCHEDULE “G”

Resolution of the Unitholders of RBC Jantzi Balanced Fund Approving Change of Investment Objectives


1. the change to the investment objectives of the RBC Jantzi Balanced Fund (the “Fund”) as described in the Management Information Circular of the Fund dated May 19, 2017 and as set forth below is approved effective on or about June 30, 2017:

> To provide long-term capital growth, with a secondary focus on modest income.

The Fund invests primarily in Canadian, U.S. and international equities and fixed-income securities, either directly or indirectly through investment in other mutual funds managed by RBC GAM or an affiliate of RBC GAM. The Fund follows a socially responsible approach to investing;






RBC Funds are offered by RBC Global Asset Management Inc. and distributed through authorized dealers.

® / TM Trademark(s) of Royal Bank of Canada. Used under licence.© RBC Global Asset Management Inc. 2017

Printed in Canada(05-2017)

Documents

RBC Advisor Canadian Bond Fund RBC Canadian Government ...funds.rbcgam.com/pdf/2017-rbc-funds-information-circular.pdfCircular and guidance on how you can vote your units. These questions