1. Purpose.

This Committee shall serve as a dual committee of both City National Corporation (“Corporation”) and City National Bank (“Bank”).

The Board of Directors of Bank is solely responsible for the management and administration of the Bank trust department.  Article V, Section 5.3 of the Bank’s Bylaws directs the Board of Directors to appoint a Directors Trust Committee composed of not less than three Directors of the Bank. 

This Committee is appointed by the Board of Directors to fulfill the Board of Directors’ obligation to appoint a Directors Trust Committee and shall also serve to fulfill the Board’s oversight responsibilities regarding the business, products, services and operations of the wealth management and fiduciary business activities of the Corporation’s non-bank affiliates. 

The Committee shall be responsible to monitor and oversee the wealth management and fiduciary activities of the Bank and the Corporation’s non-bank affiliates regarding the following:

• The business, products, services, operations, and financial performance and results of the wealth management and fiduciary activities of the Bank and Corporation;
• The effectiveness of the Company’s internal control over operations and financial reporting related to wealth management and fiduciary activities;
• The business, products, services, operations, and financial performance and results and effectiveness of the Company’s internal control over operations and financial reporting of the Bank’s consolidated subsidiary, City National Securities, Inc.;
• Investment performance of the Bank and the non-bank affiliates with regard to wealth management and fiduciary activities, including investment performance of proprietary mutual funds;
• Review and assessment of all key risk issues related to the wealth management and fiduciary activities;
• Review and assessment of significant litigation related to wealth management and fiduciary activities;
• Review and assessment of significant new or lost business, including key client turnover, in the wealth management and fiduciary activities;
• Review and approval of important policy changes with respect to all wealth management and fiduciary activities and, with respect to the Bank’s fiduciary activities, establishing such policies and procedures as the Committee shall deem appropriate;
• Review and assessment of regulatory and internal audit reports related to wealth management and fiduciary activities;
• Review of strategic plans implemented by management related to wealth management and fiduciary activities; and
• With respect to the Bank’s fiduciary activities, exercising discretionary powers granted to the Bank with respect to its fiduciary activities as shall be referred to it for appropriate disposition by any committee or officer of the Trust Department;

The function of the Committee is oversight of the business activities and performance of the wealth management and fiduciary activities of the Bank and the Corporation.  This Committee is not intended to duplicate the functions of the Audit & Risk Committee.  It is acknowledged that some reporting to this Committee and some oversight exercised by this Committee, concerning internal audit, risk management, compliance assessment, regulatory examinations and communications, as well as policies and procedures, is necessary and appropriate to permit the Committee to fulfill its function of oversight of the business activities and performance of the wealth management and fiduciary activities of the Bank and  the Corporation.  The Chair of this Committee shall coordinate with the Chair of the Audit & Risk Committee to assure avoidance of duplication of efforts by the two committees, to the extent practicable.

Each member of this Committee is entitled to rely on  the integrity of those persons and organizations within and outside the Corporation from which it receives information,  the accuracy of the financial and other information provided to this Committee by such persons or organizations absent actual knowledge to the contrary (which shall be reported promptly to the Board of Directors) and  representations made by management as to any information provided by the independent auditor to the Corporation. 

2. Committee Membership and Qualifications.

This Committee shall comprise at least three members appointed by the Board of Directors.  The members of the Committee shall be appointed by the Board on recommendation of the Compensation, Nominating and Governance Committee.  Committee members may be replaced by the Board.  The Committee shall meet no less frequently than four times a year and shall keep minutes of all meetings, showing the disposition of all matters considered and passed upon by it, the significant questions and directives of the Committee members, as well as the related responses of management and a summary of all significant discussions.

3. Responsibilities and Authority.

This Committee shall function as the Wealth Management & Fiduciary Committee with oversight responsibility for all wealth management and fiduciary activities of the Bank under 12 CFR section 9.9, and for all wealth management and fiduciary activities of the Corporation and its non-bank affiliates. 

This Committee shall have the authority to investigate any matter brought to its attention and shall have full access to all books, records, facilities and personnel of the Corporation and any subsidiaries of the Corporation, including City National Bank, direct access to the independent auditors and the power to retain independent legal, accounting, or other advisors or experts for this purpose.  The Bank and the Corporation shall provide for appropriate funding, as determined by the Committee, for the payment of compensation to independent advisors to the Committee. 

This Committee shall review and reassess the adequacy of this charter at least annually and shall obtain approval of any revisions to this charter from the Board of Directors.  This Committee shall report the results of its activities to the Board of Directors on a regular basis.  The Committee shall annually review the Committee's own performance.

4. Open Action Items: The Chair and Secretary shall identify, track and document the resolution of open action items in the minutes.

5. Additional Duties and Responsibilities.

1. This Committee will discuss with management any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Corporation's wealth management and fiduciary activities.

2. This Committee will meet separately in executive session at least annually with management of the Wealth Management Services Division to discuss any matters that the Committee or any of these persons believes should be discussed in the interest of fulfilling the purpose, responsibility and authority of the Committee or any of these persons. This Committee will also conduct special meetings as it determines necessary and appropriate in addition to regular meetings.