13F-HR 1 form13fhr.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 13F Form 13F COVER PAGE Report for the Calendar Year or Quarter Ended: 6/30/2009 Check here if Amendment []; Amendment Number: ------- This Amendment (Check only one.): [] is a restatement. [] adds new holdings entries. Institutional Investment Manager Filing this Report: Name: RBC Private Counsel (USA) Inc. Address: 39th Floor, Royal Trust Tower 77 King Street West Toronto, Ontario M5W 1P9 Form 13F File Number: 28-11454 The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this form. Persons Signing this Report on Behalf of Reporting Manager: Name: Robert C. McDonald Title: Vice President Phone: (416) 956-9619 Signature, Place, and Date of Signing: /s/ Robert C. McDonald Toronto, Ontario CANADA 8/6/2009 --------------------------------- --------------------------------- ---------- [Signature] [City, State] [Date] Report Type (Check only one): [X] 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.) [ ] 13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).) [ ] 13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).) List of Other Managers Reporting for this Manager: Form 13F SUMMARY PAGE Report Summary: Number of Other Included Managers: 1 Form 13F Information Table Entry Total: 633 Form 13F Information Table Value Total: $ 183,626.00 -------------- (In Thousands) List of Other Included Managers: Provide a numbered list of the name(s) and 13F file number(s) of all institutional investment managers with respect to which this report is filed, other than the manager filing this report. No. Form 13F File Number Name 1 28-11396 Royal Bank of Canada ---- -------------------- ---------------------------------------------------- *Included in this filing are Section 13(f) securities beneficially owned by clients of RBC Private Counsel (USA) Inc. (the "IIM") which, as directed by the IIM, have been placed in a model portfolio investment program managed by RBC Asset Management Inc., an affiliate of the IIM.

RBC Private Counsel (USA) Inc. 13F-HR