![](https://www.sec.gov/Archives/edgar/data/1000275/000095010324011060/image_001.jpg) |
Registration Statement No. 333-275898
Filed Pursuant to Rule 424(b)(2)
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Pricing Supplement
Pricing Supplement
dated July 26, 2024 to the Prospectus dated December 20, 2023, the Prospectus Supplement dated December 20, 2023, the Index Supplement
SOL-1 dated June 6, 2024 and the Product Supplement No. 1A dated May 16, 2024
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$462,000
Auto-Callable Contingent Coupon Barrier Notes
Linked to the Solactive Equal Weight U.S. Semi Conductor Select AR Index,
Due January 29, 2027
Royal Bank of Canada |
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Royal
Bank of Canada is offering Auto-Callable Contingent Coupon Barrier Notes (the “Notes”) linked to the performance of the Solactive
Equal Weight U.S. Semi Conductor Select AR Index (the “Underlier”).
| · | Contingent
Coupons — If the Notes have not been automatically called, the investor will receive
a Contingent Coupon on a monthly Coupon Payment Date at a rate of 9.00% per annum if the
closing value of the Underlier is greater than or equal to the Coupon Threshold (70% of the
Initial Underlier Value) on the immediately preceding Coupon Observation Date. You may not
receive any Contingent Coupons during the term of the Notes. |
| · | Call
Feature — If, on any quarterly Call Observation Date beginning approximately six
months following the Trade Date, the closing value of the Underlier is greater than or equal
to the Call Value, the Notes will be automatically called for 100% of the principal amount
of their Notes plus the Contingent Coupon otherwise due. No further payments will
be made on the Notes. |
| · | Contingent
Return of Principal at Maturity — If the Notes are not automatically called and
the Final Underlier Value is greater than or equal to the Barrier Value (70% of the Initial
Underlier Value), at maturity, the investor will receive the principal amount of their Notes
plus the Contingent Coupon otherwise due. If the Notes are not automatically called
and the Final Underlier Value is less than the Barrier Value, at maturity, the investor will
lose 1% of the principal amount of their Notes for each 1% that the Final Underlier Value
is less than the Initial Underlier Value. |
| · | Any
payments on the Notes are subject to our credit risk. |
| · | The
Notes will not be listed on any securities exchange. |
CUSIP:
78017GDD0
Investing
in the Notes involves a number of risks. See “Selected Risk Considerations” beginning on page P-8 of this pricing supplement
and “Risk Factors” in the accompanying prospectus, prospectus supplement, index supplement and product supplement.
None
of the Securities and Exchange Commission (the “SEC”), any state securities commission or any other regulatory body has approved
or disapproved of the Notes or passed upon the adequacy or accuracy of this pricing supplement. Any representation to the contrary is
a criminal offense. The Notes will not constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit
Insurance Corporation or any other Canadian or U.S. governmental agency or instrumentality. The Notes are not bail-inable notes and are
not subject to conversion into our common shares under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act.
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Per
Note |
Total |
Price to public(1) |
100.00% |
$462,000 |
Underwriting
discounts and commissions(1) |
2.25% |
$10,395 |
Proceeds to Royal
Bank of Canada |
97.75% |
$451,605 |
(1) We
or one of our affiliates may pay varying selling concessions of up to $22.50 per $1,000 principal amount of Notes in connection with
the distribution of the Notes to other registered broker-dealers. Certain dealers who purchase the Notes for sale to certain fee-based
advisory accounts may forgo some or all of their underwriting discount or selling concessions. The public offering price for investors
purchasing the Notes in these accounts may be between $977.50 and $1,000.00 per $1,000 principal amount of Notes. In addition, we or
one of our affiliates may pay a broker-dealer that is not affiliated with us a referral fee of up to $7.50 per $1,000 principal amount
of Notes. See “Supplemental Plan of Distribution (Conflicts of Interest)” below.
The initial estimated
value of the Notes determined by us as of the Trade Date, which we refer to as the initial estimated value, is $958.62 per $1,000 principal
amount of Notes and is less than the public offering price of the Notes. The market value of the Notes at any time will reflect many
factors, cannot be predicted with accuracy and may be less than this amount. We describe the determination of the initial estimated value
in more detail below.
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| Auto-Callable Contingent Coupon Barrier Notes Linked to the Solactive Equal Weight U.S. Semi Conductor Select AR Index |
KEY
TERMS
The
information in this “Key Terms” section is qualified by the more detailed information set forth in this pricing supplement
and in the accompanying prospectus, prospectus supplement, index supplement and product supplement.
Issuer: |
Royal
Bank of Canada |
Underwriter: |
RBC
Capital Markets, LLC (“RBCCM”) |
Minimum Investment: |
$1,000
and minimum denominations of $1,000 in excess thereof |
Underlier: |
The
Solactive Equal Weight U.S. Semi Conductor Select AR Index. The Underlier reflects the deduction of an adjustment factor of 2.0%
per annum (the “Adjustment Factor”), calculated daily and deducted on each index calculation day. |
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Bloomberg
Ticker |
Initial
Underlier Value(1) |
Call
Value(1) |
Coupon
Threshold and Barrier Value(2) |
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SOUSESCA |
23,493.58 |
23,493.58 |
16,445.51 |
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(1)
The closing value of the Underlier on the Trade Date |
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(2)
70% of the Initial Underlier Value (rounded to two decimal places) |
Trade Date: |
July
26, 2024 |
Issue Date: |
July
31, 2024 |
Valuation Date:* |
January
26, 2027 |
Maturity Date:* |
January
29, 2027 |
Payment of Contingent Coupons: |
If
the Notes have not been automatically called, the investor will receive a Contingent Coupon on a Coupon Payment Date if the closing value
of the Underlier is greater than or equal to the Coupon Threshold on the immediately preceding Coupon Observation Date.
No Contingent
Coupon will be payable on a Coupon Payment Date if the closing value of the Underlier is less than the Coupon Threshold on the immediately
preceding Coupon Observation Date. Accordingly, you may not receive a Contingent Coupon on one or more Coupon Payment Dates during the
term of the Notes. |
Contingent Coupon: |
If
payable, $7.50 per $1,000 principal amount of Notes (corresponding to a rate of 0.75% per month or 9.00% per annum). |
Call Feature: |
If,
on any Call Observation Date, the closing value of the Underlier is greater than or equal to the Call Value, the Notes
will be automatically called. Under these circumstances, the investor will receive on the Call Settlement Date per $1,000 principal
amount of Notes an amount equal to $1,000 plus the Contingent Coupon otherwise due. No further payments will be made on the
Notes. |
Payment at Maturity: |
If
the Notes have not been automatically called, the investor will receive on the Maturity Date per $1,000 principal amount of Notes, in
addition to any Contingent Coupon otherwise due:
· If
the Final Underlier Value is greater than or equal to the Barrier Value: $1,000
· If
the Final Underlier Value is less than the Barrier Value, an amount equal to:
$1,000
+ ($1,000 × Underlier Return)
If the Notes
are not automatically called and the Final Underlier Value is less than the Barrier Value, you will lose a substantial portion or all
of your principal amount at maturity. All payments on the Notes are subject to our credit risk. |
P-2 | RBC Capital Markets, LLC |
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| Auto-Callable Contingent Coupon Barrier Notes Linked to the Solactive Equal Weight U.S. Semi Conductor Select AR Index |
Underlier Return: |
The
Underlier Return, expressed as a percentage, is calculated using the following formula:
Final Underlier
Value – Initial Underlier Value
Initial Underlier Value |
Final Underlier Value: |
The closing
value of the Underlier on the Valuation Date |
Coupon Observation Dates:* |
Monthly, as
set forth in the table below |
Coupon Payment Dates:* |
Monthly, as
set forth in the table below |
Call Observation Dates:* |
Quarterly,
beginning approximately six months following the Trade Date, on each Coupon Observation Date designated as a Call Observation Date
in the table below |
Call Settlement Date:* |
If the Notes
are automatically called on any Call Observation Date, the Coupon Payment Date immediately following that Call Observation Date |
Calculation Agent: |
RBCCM |
Coupon
Observation Dates* |
Coupon
Payment Dates* |
August
26, 2024 |
August
29, 2024 |
September
26, 2024 |
October
1, 2024 |
October
28, 2024 |
October
31, 2024 |
November
26, 2024 |
December
2, 2024 |
December
26, 2024 |
December
31, 2024 |
January
27, 2025** |
January
30, 2025 |
February
26, 2025 |
March
3, 2025 |
March
26, 2025 |
March
31, 2025 |
April
28, 2025** |
May
1, 2025 |
May
27, 2025 |
May
30, 2025 |
June
26, 2025 |
July
1, 2025 |
July
28, 2025** |
July
31, 2025 |
August
26, 2025 |
August
29, 2025 |
September
26, 2025 |
October
1, 2025 |
October
27, 2025** |
October
30, 2025 |
November
26, 2025 |
December
2, 2025 |
December
26, 2025 |
December
31, 2025 |
January
26, 2026** |
January
29, 2026 |
February
26, 2026 |
March
3, 2026 |
March
26, 2026 |
March
31, 2026 |
April
27, 2026** |
April
30, 2026 |
May
26, 2026 |
May
29, 2026 |
June
26, 2026 |
July
1, 2026 |
July
27, 2026** |
July
30, 2026 |
August
26, 2026 |
August
31, 2026 |
September
28, 2026 |
October
1, 2026 |
October
26, 2026** |
October
29, 2026 |
November
27, 2026 |
December
2, 2026 |
December
28, 2026 |
December
31, 2026 |
P-3 | RBC Capital Markets, LLC |
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| Auto-Callable Contingent Coupon Barrier Notes Linked to the Solactive Equal Weight U.S. Semi Conductor Select AR Index |
Coupon
Observation Dates* |
Coupon
Payment Dates* |
January
26, 2027 (the Valuation Date) |
January
29, 2027 (the Maturity Date) |
* Subject to postponement.
See “General Terms of the Notes—Postponement of a Determination Date” and “General Terms of the Notes—Postponement
of a Payment Date” in the accompanying product supplement.
** This date is also a Call
Observation Date.
P-4 | RBC Capital Markets, LLC |
| |
| Auto-Callable Contingent Coupon Barrier Notes Linked to the Solactive Equal Weight U.S. Semi Conductor Select AR Index |
ADDITIONAL
TERMS OF YOUR NOTES
You
should read this pricing supplement together with the prospectus dated December 20, 2023, as supplemented by the prospectus supplement
dated December 20, 2023, relating to our Senior Global Medium-Term Notes, Series J, of which the Notes are a part, the index supplement
SOL-1 dated June 6, 2024 and the product supplement no. 1A dated May 16, 2024. This pricing supplement, together with these documents,
contains the terms of the Notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials,
including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact
sheets, brochures or other educational materials of ours.
We
have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference
in this pricing supplement and the documents listed below. We take no responsibility for, and can provide no assurance as to the reliability
of, any other information that others may give you. These documents are an offer to sell only the Notes offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do so. The information contained in each such document is current only as of
its date.
If
the information in this pricing supplement differs from the information contained in the documents listed below, you should rely on the
information in this pricing supplement.
You
should carefully consider, among other things, the matters set forth in “Selected Risk Considerations” in this pricing supplement
and “Risk Factors” in the documents listed below, as the Notes involve risks not associated with conventional debt securities.
We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Notes.
You
may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for
the relevant date on the SEC website):
| · | Prospectus
dated December 20, 2023: |
https://www.sec.gov/Archives/edgar/data/1000275/000119312523299520/d645671d424b3.htm
| · | Prospectus
Supplement dated December 20, 2023: |
https://www.sec.gov/Archives/edgar/data/1000275/000119312523299523/d638227d424b3.htm
| · | Index
Supplement SOL-1 dated June 6, 2024: |
https://www.sec.gov/Archives/edgar/data/1000275/000114036124029164/ef20030754_424b2.htm
| · | Product
Supplement No. 1A dated May 16, 2024: |
https://www.sec.gov/Archives/edgar/data/1000275/000095010324006777/dp211286_424b2-ps1a.htm
Our
Central Index Key, or CIK, on the SEC website is 1000275. As used in this pricing supplement, “Royal Bank of Canada,” the
“Bank,” “we,” “our” and “us” mean only Royal Bank of Canada.
P-5 | RBC Capital Markets, LLC |
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| Auto-Callable Contingent Coupon Barrier Notes Linked to the Solactive Equal Weight U.S. Semi Conductor Select AR Index |
HYPOTHETICAL
RETURNS
The
table and examples set forth below illustrate hypothetical payments at maturity for hypothetical performance of the Underlier, based
on the Coupon Threshold and Barrier Value of 70% of the Initial Underlier Value and the Contingent Coupon of $7.50 per $1,000 principal
amount of Notes. The table and examples below also assume that the Notes are not automatically called and do not account for any Contingent
Coupons that may be paid prior to maturity. The table and examples are only for illustrative purposes and may not show the actual
return applicable to a purchaser of the Notes.
Hypothetical
Underlier Return |
Payment
at Maturity per $1,000 Principal Amount of Notes* |
Payment
at Maturity as Percentage of Principal Amount* |
50.00% |
$1,007.50 |
100.750% |
40.00% |
$1,007.50 |
100.750% |
30.00% |
$1,007.50 |
100.750% |
20.00% |
$1,007.50 |
100.750% |
10.00% |
$1,007.50 |
100.750% |
5.00% |
$1,007.50 |
100.750% |
0.00% |
$1,007.50 |
100.750% |
-5.00% |
$1,007.50 |
100.750% |
-10.00% |
$1,007.50 |
100.750% |
-20.00% |
$1,007.50 |
100.750% |
-30.00% |
$1,007.50 |
100.750% |
-30.01% |
$699.90 |
69.990% |
-40.00% |
$600.00 |
60.000% |
-50.00% |
$500.00 |
50.000% |
-60.00% |
$400.00 |
40.000% |
-70.00% |
$300.00 |
30.000% |
-80.00% |
$200.00 |
20.000% |
-90.00% |
$100.00 |
10.000% |
-100.00% |
$0.00 |
0.000% |
*
Including any Contingent Coupon otherwise due
Example 1 — |
The value of the Underlier
increases from the Initial Underlier Value to the Final Underlier Value by 30%. |
|
Underlier
Return: |
30% |
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Payment at Maturity: |
$1,000 + Contingent Coupon otherwise
due = $1,000 + $7.50 = $1,007.50 |
|
In
this example, the payment at maturity is $1,007.50 per $1,000 principal amount of Notes.
Because
the Final Underlier Value is greater than the Coupon Threshold and Barrier Value, the investor receives a full return of the principal
amount of their Notes plus the Contingent Coupon otherwise due. This example illustrates that the investor does not participate
in any appreciation of the Underlier, which may be significant. |
P-6 | RBC Capital Markets, LLC |
| |
| Auto-Callable Contingent Coupon Barrier Notes Linked to the Solactive Equal Weight U.S. Semi Conductor Select AR Index |
Example 2 — |
The value of the Underlier
decreases from the Initial Underlier Value to the Final Underlier Value by 10% (i.e., the Final Underlier Value is below the Initial
Underlier Value but above the Coupon Threshold and Barrier Value). |
|
Underlier
Return: |
-10% |
|
Payment at Maturity: |
$1,000 + Contingent Coupon otherwise
due = $1,000 + $7.50 = $1,007.50 |
|
In
this example, the payment at maturity is $1,007.50 per $1,000 principal amount of Notes.
Because
the Final Underlier Value is greater than the Coupon Threshold and Barrier Value, the investor receives a full return of the principal
amount of their Notes plus the Contingent Coupon otherwise due. |
Example 3 — |
The value of the Underlier
decreases from the Initial Underlier Value to the Final Underlier Value by 50% (i.e., the Final Underlier Value is below the Coupon
Threshold and Barrier Value). |
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Underlier
Return: |
-50% |
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Payment at Maturity: |
$1,000 + ($1,000 × -50%) = $1,000
– $500 = $500 |
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In
this example, the payment at maturity is $500 per $1,000 principal amount of Notes, representing a loss of 50% of your principal amount.
Because
the Final Underlier Value is less than the Barrier Value, the investor does not receive a full return of the principal amount of their
Notes. In addition, because the Final Underlier Value is less than the Coupon Threshold, the investor does not receive a Contingent Coupon
at maturity. |
Investors in
the Notes could lose a substantial portion or all of the principal amount of their Notes at maturity. The table and examples above assume
that the Notes are not automatically called. However, if the Notes are automatically called, you will not receive any further payments
after the Call Settlement Date.
P-7 | RBC Capital Markets, LLC |
| |
| Auto-Callable Contingent Coupon Barrier Notes Linked to the Solactive Equal Weight U.S. Semi Conductor Select AR Index |
SELECTED
RISK CONSIDERATIONS
An
investment in the Notes involves significant risks. We urge you to consult your investment, legal, tax, accounting and other advisers
before you invest in the Notes. Some of the risks that apply to an investment in the Notes are summarized below, but we urge you to read
also the “Risk Factors” sections of the accompanying prospectus, prospectus supplement, index supplement and product supplement.
You should not purchase the Notes unless you understand and can bear the risks of investing in the Notes.
Risks
Relating to the Terms and Structure of the Notes
| · | You
May Lose a Portion or All of the Principal Amount at Maturity — If the Notes are
not automatically called and the Final Underlier Value is less than the Barrier Value, you
will lose 1% of the principal amount of your Notes for each 1% that the Final Underlier Value
is less than the Initial Underlier Value. You could lose a substantial portion or all of
your principal amount at maturity. |
| · | You
May Not Receive Any Contingent Coupons — We will not necessarily pay any Contingent
Coupons on the Notes. If the closing value of the Underlier is less than the Coupon Threshold
on a Coupon Observation Date, we will not pay you the Contingent Coupon applicable to that
Coupon Observation Date. If the closing value of the Underlier is less than the Coupon Threshold
on each of the Coupon Observation Dates, we will not pay you any Contingent Coupons during
the term of, and you will not receive a positive return on, your Notes. Generally, this non-payment
of the Contingent Coupon coincides with a greater risk of principal loss on your Notes. Even
if your return is positive, your return may be less than the return you would earn if you
purchased one of our conventional senior interest-bearing debt securities. |
| · | You
Will Not Participate in Any Appreciation of the Underlier, and Any Potential Return on the
Notes Is Limited — The return on the Notes is limited to the Contingent Coupons,
if any, that may be payable on the Notes, regardless of any appreciation of the Underlier,
which may be significant. As a result, the return on an investment in the Notes could be
less than the return on a direct investment in the Underlier. |
| · | The
Notes Are Subject to an Automatic Call — If, on any Call Observation Date, the
closing value of the Underlier is greater than or equal to the Call Value, the Notes will
be automatically called, and you will not receive any further payments on the Notes. Because
the Notes could be called as early as approximately six months after the Issue Date, the
total return on the Notes could be minimal. You may be unable to reinvest your proceeds from
the automatic call in an investment with a return that is as high as the return on the Notes
would have been if they had not been called. |
| · | Payments
on the Notes Are Subject to Our Credit Risk, and Market Perceptions about Our Creditworthiness
May Adversely Affect the Market Value of the Notes — The Notes are our senior unsecured
debt securities, and your receipt of any amounts due on the Notes is dependent upon our ability
to pay our obligations as they come due. If we were to default on our payment obligations,
you may not receive any amounts owed to you under the Notes and you could lose your entire
investment. In addition, any negative changes in market perceptions about our creditworthiness
may adversely affect the market value of the Notes. |
| · | Any
Payment on the Notes Will Be Determined Based on the Closing Values of the Underlier on the
Dates Specified — Any payment on the Notes will be determined based on the closing
values of the Underlier on the dates specified. You will not benefit from any more favorable
value of the Underlier determined at any other time. |
| · | The
U.S. Federal Income Tax Consequences of an Investment in the Notes Are Uncertain —
There is no direct legal authority regarding the proper U.S. federal income tax treatment
of the Notes, and significant aspects of the tax treatment of the Notes are uncertain. Moreover,
non-U.S. investors should note that persons having withholding responsibility in respect
of the Notes may withhold on any coupon paid to a non-U.S. investor, generally at a rate
of 30%. We will not pay any additional amounts in respect of such withholding. You should
review carefully the section entitled “United States Federal Income Tax Considerations”
herein, in combination with the section entitled “United States Federal Income Tax
Considerations” in the accompanying product supplement, and consult your tax adviser
regarding the U.S. federal income tax consequences of an investment in the Notes. |
P-8 | RBC Capital Markets, LLC |
| |
| Auto-Callable Contingent Coupon Barrier Notes Linked to the Solactive Equal Weight U.S. Semi Conductor Select AR Index |
Risks
Relating to the Initial Estimated Value of the Notes and the Secondary Market for the Notes
| · | There
May Not Be an Active Trading Market for the Notes; Sales in the Secondary Market May Result
in Significant Losses — There may be little or no secondary market for the Notes.
The Notes will not be listed on any securities exchange. RBCCM and our other affiliates may
make a market for the Notes; however, they are not required to do so and, if they choose
to do so, may stop any market-making activities at any time. Because other dealers are not
likely to make a secondary market for the Notes, the price at which you may be able to trade
your Notes is likely to depend on the price, if any, at which RBCCM or any of our other affiliates
is willing to buy the Notes. Even if a secondary market for the Notes develops, it may not
provide enough liquidity to allow you to easily trade or sell the Notes. We expect that transaction
costs in any secondary market would be high. As a result, the difference between bid and
ask prices for your Notes in any secondary market could be substantial. If you sell your
Notes before maturity, you may have to do so at a substantial discount from the price that
you paid for them, and as a result, you may suffer significant losses. The Notes are not
designed to be short-term trading instruments. Accordingly, you should be able and willing
to hold your Notes to maturity. |
| · | The
Initial Estimated Value of the Notes Is Less Than the Public Offering Price — The
initial estimated value of the Notes is less than the public offering price of the Notes
and does not represent a minimum price at which we, RBCCM or any of our other affiliates
would be willing to purchase the Notes in any secondary market (if any exists) at any time.
If you attempt to sell the Notes prior to maturity, their market value may be lower than
the price you paid for them and the initial estimated value. This is due to, among other
things, changes in the value of the Underlier, the internal funding rate we pay to issue
securities of this kind (which is lower than the rate at which we borrow funds by issuing
conventional fixed rate debt) and the inclusion in the public offering price of the underwriting
discount, the referral fee, our estimated profit and the estimated costs relating to our
hedging of the Notes. These factors, together with various credit, market and economic factors
over the term of the Notes, are expected to reduce the price at which you may be able to
sell the Notes in any secondary market and will affect the value of the Notes in complex
and unpredictable ways. Assuming no change in market conditions or any other relevant factors,
the price, if any, at which you may be able to sell your Notes prior to maturity may be less
than your original purchase price, as any such sale price would not be expected to include
the underwriting discount, the referral fee, our estimated profit or the hedging costs relating
to the Notes. In addition, any price at which you may sell the Notes is likely to reflect
customary bid-ask spreads for similar trades. In addition to bid-ask spreads, the value of
the Notes determined for any secondary market price is expected to be based on a secondary
market rate rather than the internal funding rate used to price the Notes and determine the
initial estimated value. As a result, the secondary market price will be less than if the
internal funding rate were used. |
| · | The
Initial Estimated Value of the Notes Is Only an Estimate, Calculated as of the Trade Date
— The initial estimated value of the Notes is based on the value of our obligation
to make the payments on the Notes, together with the mid-market value of the derivative embedded
in the terms of the Notes. See “Structuring the Notes” below. Our estimate is
based on a variety of assumptions, including our internal funding rate (which represents
a discount from our credit spreads), expectations as to dividends, interest rates and volatility
and the expected term of the Notes. These assumptions are based on certain forecasts about
future events, which may prove to be incorrect. Other entities may value the Notes or similar
securities at a price that is significantly different than we do. |
The
value of the Notes at any time after the Trade Date will vary based on many factors, including changes in market conditions, and cannot
be predicted with accuracy. As a result, the actual value you would receive if you sold the Notes in any secondary market, if any, should
be expected to differ materially from the initial estimated value of the Notes.
Risks
Relating to Conflicts of Interest and Our Trading Activities
| · | Our
and Our Affiliates’ Business and Trading Activities May Create Conflicts of Interest
— You should make your own independent investigation of the merits of investing
in the Notes. Our and our affiliates’ economic interests are potentially adverse to
your interests as an investor in the Notes due to our and our affiliates’ business
and trading activities, and we and our affiliates have no obligation to consider your interests
in taking any actions that might affect the value of the Notes. Trading by us and our affiliates
may adversely affect the value of the Underlier and the market value of the Notes. See “Risk
Factors—Risks Relating to Conflicts of Interest” in the accompanying product
supplement. |
P-9 | RBC Capital Markets, LLC |
| |
| Auto-Callable Contingent Coupon Barrier Notes Linked to the Solactive Equal Weight U.S. Semi Conductor Select AR Index |
| · | RBCCM’s
Role as Calculation Agent May Create Conflicts of Interest — As Calculation Agent,
our affiliate, RBCCM, will determine any values of the Underlier and make any other determinations
necessary to calculate any payments on the Notes. In making these determinations, the Calculation
Agent may be required to make discretionary judgments, including those described under “—Risks
Relating to the Underlier” below. In making these discretionary judgments, the economic
interests of the Calculation Agent are potentially adverse to your interests as an investor
in the Notes, and any of these determinations may adversely affect any payments on the Notes.
The Calculation Agent will have no obligation to consider your interests as an investor in
the Notes in making any determinations with respect to the Notes. |
| · | RBCCM
Coordinated with the Index Sponsor in the Development of the Underlier and the Underlying
Index — Our affiliate, RBCCM, coordinated with Solactive AG (the “Index Sponsor”)
in the development of the Underlier and the Underlying Index (as defined below). RBCCM had
no obligation to consider your interests as an investor in the Notes in connection with that
role. The inclusion of the securities in the Underlying Index is not an investment recommendation
by us or RBCCM of those securities or indicative of any view that we or RBCCM have regarding
those securities. |
Risks
Relating to the Underlier
| · | You
Will Not Have Any Rights to the Securities Included in the Underlying Index — As
an investor in the Notes, you will not have voting rights or any other rights with respect
to the securities included in the Underlying Index. |
| · | The
Underlier Has a Limited Operating History and May Perform in Unanticipated Ways —
The Underlier was launched on November 16, 2023 (the “launch date”). As a result,
the Underlier has a very limited operating history. Because the Underlier is of recent origin
and limited actual historical performance data exists with respect to it, your investment
in the Notes may involve a greater risk than investing in securities linked to an index with
a more established record of performance. |
The
hypothetical back-tested performance data of the Underlier provided in this pricing supplement refers to simulated performance data created
by applying the Underlier’s calculation methodology to historical prices of the applicable equity securities. Such simulated performance
data has been produced by the retroactive application of a back-tested methodology in hindsight. Hypothetical back-tested results are
neither an indicator nor a guarantee of future results.
| · | The
Underlier Is Subject to an Adjustment Factor That Will Adversely Affect the Underlier Performance
— The Underlier includes an Adjustment Factor of 2.0% per annum, calculated daily
and deducted on each index calculation day. The level of the Underlier tracks the performance
of the Underlying Index, which is an equal-weighted index, calculated on a gross total return
basis, comprised of a fixed set of nine equity securities from the U.S. stock market (the
“Underlying Index Constituents”). The Underlier will underperform the Underlying
Index in all cases and the level of the Underlier may decline even if the level of the Underlying
Index increases. |
| · | Any
Potential Benefit From the Gross Total Return Feature of the Underlying Index Will Be Reduced
by the Adjustment Factor Applied to the Underlier — The Underlier is comprised
exclusively of the Underlying Index. Although the Underlying Index is a gross total return
index, which means that dividends paid on the Underlying Index Constituents are reinvested
in the Underlying Index, the Adjustment Factor will reduce any positive benefit from dividends
paid on the Underlying Index Constituents. This fee will accrue daily and will be deducted
on each index calculation day, regardless of whether any dividends are paid on the Underlying
Index Constituents. |
| · | There
Is No Guarantee That the Index Methodology of the Underlier or the Underlying Index Will
Be Successful — The Underlying Index is composed of equity securities based on
a specific investment theme. There can be no assurance that companies related to that investment
theme will experience positive performance. Even if companies related to the investment theme
generally experience positive performance, there is no guarantee that the Underlying Index
will perform as well as any other indices or strategies that attempt to achieve a similar
goal using other criteria. The Underlying Index Constituents may underperform other securities
of its targeted theme. Accordingly, the investment strategy represented by the Underlying
Index, and therefore the Underlier, may not be successful, and your investment in the Notes
may not earn a positive return or you may suffer a loss. |
P-10 | RBC Capital Markets, LLC |
| |
| Auto-Callable Contingent Coupon Barrier Notes Linked to the Solactive Equal Weight U.S. Semi Conductor Select AR Index |
| · | The
Underlying Index Constituents Are Not Expected to Change During the Term of the Notes, and
Are Limited in Number — Unlike the constituents of many equity indices, the Underlying
Index Constituents are not expected to change over the term of the Notes, unless certain
types of reorganization events occur, such as if an Underlying Index Constituent is merged
into another company. Accordingly, you should only invest in the Notes if you are willing
to make an investment linked to the current Underlying Index Constituents. |
| · | Dividends
and Distributions of the Underlying Index Constituents May Vary When Compared to Historical
Levels — Historical levels of dividends and distributions paid in respect of the
Underlying Index Constituents are not indicative of future payments, which payments are uncertain
and depend upon various factors, including, without limitation, the financial position, earnings
ratio and cash requirements of the applicable issuer and the state of financial markets in
general. It is not possible to predict if dividends or distributions paid in respect of the
Underlying Index Constituents will increase, decrease or remain the same over the term of
the Notes. |
| · | The
Underlying Index Constituents Are Concentrated in the Semiconductor Industry —
The Underlying Index Constituents are issued by companies whose primary line of business
is directly associated with the semiconductor industry. As a result, the value of the Notes
may be subject to greater volatility and be more adversely affected by a single economic,
political or regulatory occurrence affecting this industry than a different investment linked
to securities of a more broadly diversified group of issuers. Semiconductor companies are
vulnerable to wide fluctuations in securities prices due to rapid product obsolescence. The
international operations of many semiconductor companies expose them to risks associated
with instability and changes in economic and political conditions, foreign currency fluctuations,
changes in foreign regulations, tariffs and trade disputes, competition from subsidized foreign
competitors with lower production costs and other risks inherent to international business.
The semiconductor industry is highly cyclical, which may cause the operating results of many
semiconductor companies to vary significantly. |
| · | The
Notes Are Subject to Risks Relating to Non-U.S. Securities — Because one of the
equity securities composing the Underlying Index consists of American depositary shares representing
securities issued by a non-U.S. issuer, an investment in the Notes involves risks associated
with the home country of that issuer. The prices of securities of non-U.S. companies may
be affected by political, economic, financial and social factors in those countries, or global
regions, including changes in government, economic and fiscal policies and currency exchange
laws. |
| · | We
May Accelerate the Notes If a Change-in-Law Event Occurs — Upon the occurrence
of legal or regulatory changes that may, among other things, prohibit or otherwise materially
restrict persons from holding the Notes or the Underlier, or engaging in transactions in
them, the Calculation Agent may determine that a change-in-law-event has occurred and accelerate
the Maturity Date for a payment determined by the Calculation Agent in its sole discretion.
Any amount payable upon acceleration could be significantly less than any amount that would
be due on the Notes if they were not accelerated. However, if the Calculation Agent elects
not to accelerate the Notes, the value of, and any amount payable on, the Notes could be
adversely affected, perhaps significantly, by the occurrence of such legal or regulatory
changes. See “General Terms of Notes—Change-in-Law Events” in the accompanying
product supplement. |
| · | Any
Payment on the Notes May Be Postponed and Adversely Affected by the Occurrence of a Market
Disruption Event — The timing and amount of any payment on the Notes is subject
to adjustment upon the occurrence of a market disruption event affecting the Underlier. If
a market disruption event persists for a sustained period, the Calculation Agent may make
a determination of the closing value of the Underlier. See “General Terms of the Notes—Indices—Market
Disruption Events,” “General Terms of the Notes—Postponement of a Determination
Date” and “General Terms of the Notes—Postponement of a Payment Date”
in the accompanying product supplement. |
| · | Adjustments
to the Underlier or the Underlying Index Could Adversely Affect Any Payments on the Notes
— The sponsor of the Underlying Index may add, delete, substitute or adjust the
securities composing the Underlying Index or make other methodological changes to the Underlying
Index that could affect its performance. The Calculation Agent will calculate the value to
be used as the closing value of the Underlier in the event of certain material changes in,
or modifications to, the Underlier. In addition, the sponsor of the Underlier may also discontinue
or suspend calculation or publication of the Underlier at any time. Under these circumstances,
the Calculation Agent may select a successor index that the Calculation Agent determines
to be comparable to the Underlier or, if no successor index is available, the Calculation
Agent will determine the value to be used as the closing value of the Underlier. Any of these
|
P-11 | RBC Capital Markets, LLC |
| |
| Auto-Callable Contingent Coupon Barrier Notes Linked to the Solactive Equal Weight U.S. Semi Conductor Select AR Index |
actions
could adversely affect the value of the Underlier and, consequently, the value of the Notes. See “General Terms of the Notes—Indices—Discontinuation
of, or Adjustments to, an Index” in the accompanying product supplement.
P-12 | RBC Capital Markets, LLC |
| |
| Auto-Callable Contingent Coupon Barrier Notes Linked to the Solactive Equal Weight U.S. Semi Conductor Select AR Index |
INFORMATION
REGARDING THE UNDERLIER
The Underlier is designed
to measure the performance of the Solactive Equal Weight U.S. Semi Conductor Select GTR Index (the “Underlying Index”), less
an Adjustment Factor of 2.0% per annum, calculated daily and deducted on each index calculation day. The Underlying Index is an equal-weighted
equity index, rebalanced on a quarterly basis, consisting of a fixed set of nine equity securities from the U.S. stock market and is
intended to represent a “semiconductor” investment theme. The Underlying Index is calculated on a gross total return basis,
which means that dividends paid on the constituents of the Underlying Index are reinvested in the Underlying Index. Although the Underlying
Index is a gross total return index, the Adjustment Factor will counteract some or all of the positive benefit of dividends paid on the
Underlying Index Constituents.
The Underlying Index
is currently composed of the nine equity securities listed below:
Security
Issuer |
Security
Type |
Exchange
Symbol |
Exchange |
Target
Weighting |
Advanced
Micro Devices, Inc. |
common
stock |
AMD |
Nasdaq
Stock Market |
1/9 |
Applied
Materials, Inc. |
common
stock |
AMAT |
Nasdaq
Stock Market |
1/9 |
Broadcom
Inc. |
common
stock |
AVGO |
Nasdaq
Stock Market |
1/9 |
Intel
Corporation |
common
stock |
INTC |
Nasdaq
Stock Market |
1/9 |
Micron
Technology, Inc. |
common
stock |
MU |
Nasdaq
Stock Market |
1/9 |
NVIDIA
Corporation |
common
stock |
NVDA |
Nasdaq
Stock Market |
1/9 |
QUALCOMM
Incorporated |
common
stock |
QCOM |
Nasdaq
Stock Market |
1/9 |
Taiwan
Semiconductor Manufacturing Company Limited |
American
depositary shares |
TSM |
New
York Stock Exchange |
1/9 |
Texas
Instruments Incorporated |
common
stock |
TXN |
Nasdaq
Stock Market |
1/9 |
For more information
about the Underlier and the Underlying Index, see “The Indices—The Solactive Equal Weight U.S. Semi Conductor Select AR Index”
in the accompanying index supplement.
Hypothetical
Back-Tested and Historical Information
The
following graph sets forth hypothetical back-tested and historical closing values of the Underlier for the period from January 1, 2014
to July 26, 2024. The Underlier was launched on November 16, 2023. Accordingly, all closing values for periods prior to the launch date
are based on hypothetical back-tested information, utilizing the same methodology as is currently in place for the Underlier. The hypothetical
back-tested performance of the Underlier is based on criteria that have been applied retroactively with the benefit of hindsight; these
criteria cannot account for all financial risk that may affect the actual performance of the Underlier in the future. The future performance
of the Underlier may vary significantly from the hypothetical back-tested and historical performance illustrated in the graph below.
P-13 | RBC Capital Markets, LLC |
| |
| Auto-Callable Contingent Coupon Barrier Notes Linked to the Solactive Equal Weight U.S. Semi Conductor Select AR Index |
The
red line represents the Coupon Threshold and Barrier Value. We obtained the information in the graph from Bloomberg Financial Markets,
without independent investigation. We cannot give you assurance that the performance of the Underlier will result in the return of
all of your initial investment.
Solactive
Equal Weight U.S. Semi Conductor Select AR Index
![](https://www.sec.gov/Archives/edgar/data/1000275/000095010324011060/image_002.jpg)
PAST
PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
P-14 | RBC Capital Markets, LLC |
| |
| Auto-Callable Contingent Coupon Barrier Notes Linked to the Solactive Equal Weight U.S. Semi Conductor Select AR Index |
UNITED
STATES FEDERAL INCOME TAX CONSIDERATIONS
You
should review carefully the section in the accompanying product supplement entitled “United States Federal Income Tax Considerations.”
The following discussion, when read in combination with that section, constitutes the full opinion of our counsel, Davis Polk & Wardwell
LLP, regarding the material U.S. federal income tax consequences of owning and disposing of the Notes.
Generally,
this discussion assumes that you purchased the Notes for cash in the original issuance at the stated issue price and does not address
other circumstances specific to you, including consequences that may arise due to any other investments relating to the Underlier. You
should consult your tax adviser regarding the effect any such circumstances may have on the U.S. federal income tax consequences of your
ownership of a Note.
In
the opinion of our counsel, it is reasonable to treat the Notes for U.S. federal income tax purposes as prepaid financial contracts with
associated coupons, and any coupons as ordinary income, as described in the section entitled “United States Federal Income Tax
Considerations—Tax Consequences to U.S. Holders—Notes Treated as Prepaid Financial Contracts with Associated Coupons”
in the accompanying product supplement. There is uncertainty regarding this treatment, and the Internal Revenue Service (the “IRS”)
or a court might not agree with it. A different tax treatment could be adverse to you.
We
do not plan to request a ruling from the IRS regarding the treatment of the Notes. An alternative characterization of the Notes could
materially and adversely affect the tax consequences of ownership and disposition of the Notes, including the timing and character of
income recognized. In addition, the U.S. Treasury Department and the IRS have requested comments on various issues regarding the U.S.
federal income tax treatment of “prepaid forward contracts” and similar financial instruments and have indicated that such
transactions may be the subject of future regulations or other guidance. Furthermore, members of Congress have proposed legislative changes
to the tax treatment of derivative contracts. Any legislation, Treasury regulations or other guidance promulgated after consideration
of these issues could materially and adversely affect the tax consequences of an investment in the Notes, possibly with retroactive effect.
Non-U.S.
Holders. The U.S. federal income tax treatment of the coupons is unclear. To the extent that we have withholding responsibility in
respect of the Notes, we would expect generally to treat the coupons as subject to U.S. withholding tax. Moreover, you should expect
that, if the applicable withholding agent determines that withholding tax should apply, it will be at a rate of 30% (or lower treaty
rate). In order to claim an exemption from, or a reduction in, the 30% withholding under an applicable treaty, you may need to comply
with certification requirements to establish that you are not a U.S. person and are eligible for such an exemption or reduction under
an applicable tax treaty. You should consult your tax adviser regarding the tax treatment of the coupons.
As
discussed under “United States Federal Income Tax Considerations—Tax Consequences to Non-U.S. Holders—Dividend Equivalents
under Section 871(m) of the Code” in the accompanying product supplement, Section 871(m) of the Internal Revenue Code and Treasury
regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents paid
or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include U.S.
equities. The Treasury regulations, as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2027 that do
not have a “delta” of one. Based on certain determinations made by us, our counsel is of the opinion that Section 871(m)
should not apply to the Notes with regard to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree
with this determination.
We
will not be required to pay any additional amounts with respect to U.S. federal withholding taxes.
You
should consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the Notes, including possible
alternative treatments, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
P-15 | RBC Capital Markets, LLC |
| |
| Auto-Callable Contingent Coupon Barrier Notes Linked to the Solactive Equal Weight U.S. Semi Conductor Select AR Index |
SUPPLEMENTAL
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
The
Notes are offered initially to investors at a purchase price equal to par, except with respect to certain accounts as indicated on the
cover page of this pricing supplement. We or one of our affiliates may pay the underwriting discount and may pay a broker-dealer that
is not affiliated with us a referral fee, in each case as set forth on the cover page of this pricing supplement.
The
value of the Notes shown on your account statement may be based on RBCCM’s estimate of the value of the Notes if RBCCM or another
of our affiliates were to make a market in the Notes (which it is not obligated to do). That estimate will be based on the price that
RBCCM may pay for the Notes in light of then-prevailing market conditions, our creditworthiness and transaction costs. For a period of
approximately six months after the Issue Date, the value of the Notes that may be shown on your account statement may be higher than
RBCCM’s estimated value of the Notes at that time. This is because the estimated value of the Notes will not include the underwriting
discount, the referral fee or our hedging costs and profits; however, the value of the Notes shown on your account statement during that
period may initially be a higher amount, reflecting the addition of the underwriting discount, the referral fee and our estimated costs
and profits from hedging the Notes. This excess is expected to decrease over time until the end of this period. After this period, if
RBCCM repurchases your Notes, it expects to do so at prices that reflect their estimated value.
RBCCM
or another of its affiliates or agents may use this pricing supplement in the initial sale of the Notes. In addition, RBCCM or another
of our affiliates may use this pricing supplement in a market-making transaction in the Notes after their initial sale. Unless
we or our agent informs the purchaser otherwise in the confirmation of sale, this pricing supplement is being used in a market-making
transaction.
For
additional information about the settlement cycle of the Notes, see “Plan of Distribution” in the accompanying prospectus.
For additional information as to the relationship between us and RBCCM, see the section “Plan of Distribution—Conflicts of
Interest” in the accompanying prospectus.
STRUCTURING
THE NOTES
The
Notes are our debt securities. As is the case for all of our debt securities, including our structured notes, the economic terms of the
Notes reflect our actual or perceived creditworthiness. In addition, because structured notes result in increased operational, funding
and liability management costs to us, we typically borrow the funds under structured notes at a rate that is lower than the rate that
we might pay for a conventional fixed or floating rate debt security of comparable maturity. The lower internal funding rate, the underwriting
discount, the referral fee and the hedging-related costs relating to the Notes reduce the economic terms of the Notes to you and result
in the initial estimated value for the Notes being less than their public offering price. Unlike the initial estimated value, any value
of the Notes determined for purposes of a secondary market transaction may be based on a secondary market rate, which may result in a
lower value for the Notes than if our initial internal funding rate were used.
In
order to satisfy our payment obligations under the Notes, we may choose to enter into certain hedging arrangements (which may include
call options, put options or other derivatives) with RBCCM and/or one of our other subsidiaries. The terms of these hedging arrangements
take into account a number of factors, including our creditworthiness, interest rate movements, volatility and the tenor of the Notes.
The economic terms of the Notes and the initial estimated value depend in part on the terms of these hedging arrangements.
See
“Selected Risk Considerations—Risks Relating to the Initial Estimated Value of the Notes and the Secondary Market for the
Notes—The Initial Estimated Value of the Notes Is Less Than the Public Offering Price” above.
VALIDITY
OF THE NOTES
In
the opinion of Norton Rose Fulbright Canada LLP, as Canadian counsel to the Bank, the issue and sale of the Notes has been duly authorized
by all necessary corporate action of the Bank in conformity with the indenture, and when the Notes have been duly executed, authenticated
and issued in accordance with the Indenture and delivered against payment therefor, the Notes will be validly issued and, to the extent
validity of the Notes is a matter governed by the laws of the
P-16 | RBC Capital Markets, LLC |
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| Auto-Callable Contingent Coupon Barrier Notes Linked to the Solactive Equal Weight U.S. Semi Conductor Select AR Index |
Province
of Ontario or Québec, or the federal laws of Canada applicable therein, will be valid obligations of the Bank, subject to the
following limitations: (i) the enforceability of the indenture may be limited by the Canada Deposit Insurance Corporation Act (Canada),
the Winding-up and Restructuring Act (Canada) and bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement or winding-up
laws or other similar laws of general application affecting the enforcement of creditors’ rights generally; (ii) the enforceability
of the indenture is subject to general equitable principles, including the principle that the availability of equitable remedies, such
as specific performance and injunction, may only be granted at the discretion of a court of competent jurisdiction; (iii) under applicable
limitations statutes generally, including that the enforceability of the indenture will be subject to the limitations contained in the
Limitations Act, 2002 (Ontario), and such counsel expresses no opinion as to whether a court may find any provision of the indenture
to be unenforceable as an attempt to vary or exclude a limitation period under such applicable limitations statutes; (iv) rights to indemnity
and contribution under the Notes or the indenture which may be limited by applicable law; and (v) courts in Canada are precluded from
giving a judgment in any currency other than the lawful money of Canada and such judgment may be based on a rate of exchange in existence
on a day other than the day of payment, as prescribed by the Currency Act (Canada). This opinion is given as of the date hereof and is
limited to the laws of the Provinces of Ontario and Québec and the federal laws of Canada applicable therein. In addition, this
opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and the
genuineness of signatures and to such counsel’s reliance on the Bank and other sources as to certain factual matters, all as stated
in the opinion letter of such counsel dated December 20, 2023, which has been filed as Exhibit 5.3 to the Bank’s Form 6-K filed
with the SEC dated December 20, 2023.
In
the opinion of Davis Polk & Wardwell LLP, as special United States products counsel to the Bank, when the Notes offered by this pricing
supplement have been issued by the Bank pursuant to the indenture, the trustee has made, in accordance with the indenture, the appropriate
notation to the master note evidencing such Notes (the “master note”), and such Notes have been delivered against payment
as contemplated herein, such Notes will be valid and binding obligations of the Bank, enforceable in accordance with their terms, subject
to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable
principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith) and
possible judicial or regulatory actions or applications giving effect to governmental actions or foreign laws affecting creditors’
rights, provided that such counsel expresses no opinion as to (i) the enforceability of any waiver of rights under any usury or
stay law or (ii) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed
above. This opinion is given as of the date hereof and is limited to the laws of the State of New York. Insofar as the foregoing opinion
involves matters governed by the laws of the Provinces of Ontario and Québec and the federal laws of Canada, you have received,
and we understand that you are relying upon, the opinion of Norton Rose Fulbright Canada LLP, Canadian counsel for the Bank, set forth
above. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery
of the indenture and the authentication of the master note and the validity, binding nature and enforceability of the indenture with
respect to the trustee, all as stated in the opinion of Davis Polk & Wardwell LLP dated May 16, 2024, which has been filed as an
exhibit to the Bank’s Form 6-K filed with the SEC on May 16, 2024.
P-17 | RBC Capital Markets, LLC |
424B2
EX-FILING FEES
0001000275
333-275898
0001000275
2024-07-30
2024-07-30
iso4217:USD
xbrli:pure
xbrli:shares
Ex-Filing Fees
CALCULATION OF FILING FEE TABLES
F-3
ROYAL BANK OF CANADA
Narrative Disclosure
The maximum aggregate offering price of the securities to which the prospectus relates is $462,000. The
prospectus is a final prospectus for the related offering(s).
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