|
Registration
Statement No. 333-275898
Filed Pursuant to Rule 424(b)(2) |
|
|
|
|
Pricing Supplement
Pricing Supplement dated October 16, 2024 to the Prospectus
dated December 20, 2023, the Prospectus Supplement dated December 20, 2023 and the Product Supplement No. 1A dated May 16, 2024 |
|
$2,366,000
Digital Notes
Linked to a Basket of Three Equity Securities,
Due October 27, 2025
Royal Bank of Canada |
|
|
|
Royal Bank of Canada is offering Digital Notes
(the “Notes”) linked to the performance of an equally weighted basket (the “Basket”) consisting of the common
shares of American Express Company, the common stock of Bank of America Corporation and the common stock of Morgan Stanley (each, a “Basket
Underlier”).
| · | Contingent Fixed Return — If the
Final Basket Value is greater than or equal to the Initial Basket Value, at maturity, investors will receive a fixed return equal to the
Digital Return of 16.75%. |
| · | Principal at Risk — If the Final
Basket Value is less than the Initial Basket Value, at maturity, investors will lose 1% of the principal amount of their Notes for each
1% that the Final Basket Value is less than the Initial Basket Value. |
| · | The Notes do not pay interest. |
| · | Any payments on the Notes are subject to our credit
risk. |
| · | The Notes will not be listed on any securities
exchange. |
CUSIP: 78017GT84
Investing in the Notes involves a number of
risks. See “Selected Risk Considerations” beginning on page P-7 of this pricing supplement and “Risk Factors”
in the accompanying prospectus, prospectus 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.
|
Per Note |
Total |
Price to public(1) |
100.00% |
$2,366,000 |
Underwriting discounts and commissions(1) |
2.00% |
$47,320 |
Proceeds to Royal Bank of Canada |
98.00% |
$2,318,680 |
(1) We or one of our affiliates may
pay varying selling concessions of up to $20.00 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 $980.00 and $1,000.00 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 $971.21 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.
RBC Capital Markets, LLC
|
|
|
Digital Notes Linked to a Basket of Three Equity Securities |
KEY TERMS
The information in this “Key Terms”
section is qualified by any more detailed information set forth in this pricing supplement and in the accompanying prospectus, prospectus
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 |
Basket Underliers: |
The common shares of American Express Company (the “AXP Underlier”), the common stock of Bank of America Corporation (the “BAC Underlier”) and the common stock of Morgan Stanley (the “MS Underlier”) |
|
Basket Underlier |
Bloomberg Ticker |
Initial Basket Underlier Value(1) |
Basket Weighting |
|
AXP Underlier |
AXP UN |
$281.68 |
1/3 |
|
BAC Underlier |
BAC UN |
$42.80 |
1/3 |
|
MS Underlier |
MS UN |
$119.51 |
1/3 |
|
(1) With respect to each Basket Underlier, the closing value of that Basket Underlier on the Trade Date |
Trade Date: |
October 16, 2024 |
Issue Date: |
October 21, 2024 |
Valuation Date:* |
October 22, 2025 |
Maturity Date:* |
October 27, 2025 |
Payment at Maturity: |
Investors will receive on the Maturity Date per
$1,000 principal amount of Notes:
· If
the Final Basket Value is greater than or equal to the Initial Basket Value, an amount equal to:
$1,000 + ($1,000 × Digital Return)
· If
the Final Basket Value is less than the Initial Basket Value, an amount equal to:
$1,000 + ($1,000 × Basket Return)
If the Final Basket Value is less than the Initial
Basket Value, you will lose some or all of your principal amount at maturity. All payments on the Notes are subject to our credit risk. |
Digital Return: |
16.75% |
Basket Return: |
The Basket Return, expressed as a percentage, is
calculated using the following formula:
Final Basket Value – Initial Basket Value
Initial Basket Value |
Initial Basket Value: |
Set equal to 100 on the Trade Date |
Final Basket Value: |
The Final Basket Value will be calculated as follows:
100 × [1 + (the sum of, for each Basket Underlier,
its Basket Underlier Return times its Basket Weighting)] |
Basket Underlier Return: |
With respect to each Basket Underlier, the Basket
Underlier Return, expressed as a percentage, is calculated using the following formula:
Final Basket Underlier Value – Initial
Basket Underlier Value
Initial Basket Underlier Value |
P-2 | RBC Capital Markets, LLC |
| |
| Digital Notes Linked to a Basket of Three Equity Securities |
Final Basket Underlier Value: |
With respect to each Basket Underlier, the closing value of that Basket Underlier on the Valuation Date |
Calculation Agent: |
RBCCM |
* 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.
P-3 | RBC Capital Markets, LLC |
| |
| Digital Notes Linked to a Basket of Three Equity Securities |
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, 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
| · | 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-4 | RBC Capital Markets, LLC |
| |
| Digital Notes Linked to a Basket of Three Equity Securities |
HYPOTHETICAL RETURNS
The table and examples set forth below illustrate
hypothetical payments at maturity for hypothetical performance of the Basket, based on the Digital Return of 16.75%. The table and examples
are only for illustrative purposes and may not show the actual return applicable to investors.
Hypothetical Basket Return |
Payment at Maturity per $1,000 Principal Amount of Notes |
Payment at Maturity as Percentage of Principal Amount |
50.00% |
$1,167.50 |
116.750% |
40.00% |
$1,167.50 |
116.750% |
30.00% |
$1,167.50 |
116.750% |
20.00% |
$1,167.50 |
116.750% |
16.75% |
$1,167.50 |
116.750% |
10.00% |
$1,167.50 |
116.750% |
5.00% |
$1,167.50 |
116.750% |
2.00% |
$1,167.50 |
116.750% |
0.00% |
$1,167.50 |
116.750% |
-0.01% |
$999.90 |
99.990% |
-5.00% |
$950.00 |
95.000% |
-10.00% |
$900.00 |
90.000% |
-20.00% |
$800.00 |
80.000% |
-30.00% |
$700.00 |
70.000% |
-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% |
Example 1 — |
The value of the Basket increases from the Initial Basket Value to the Final Basket Value by 2%, resulting in a return equal to the Digital Return. |
|
Basket Return: |
2% |
|
Payment at Maturity: |
$1,000 + ($1,000 × 16.75%) = $1,000 + $167.50 = $1,167.50 |
|
In this example, the payment at maturity is $1,167.50
per $1,000 principal amount of Notes, for a return of 16.75%, which is the Digital Return.
Because the Final Basket Value is greater than
or equal to the Initial Basket Value, investors receive a return equal to the Digital Return. |
P-5 | RBC Capital Markets, LLC |
| |
| Digital Notes Linked to a Basket of Three Equity Securities |
Example 2 — |
The value of the Basket increases from the Initial Basket Value to the Final Basket Value by 30%, resulting in a return equal to the Digital Return. |
|
Basket Return: |
30% |
|
Payment at Maturity: |
$1,000 + ($1,000 × 16.75%) = $1,000 + $167.50 = $1,167.50 |
|
In this example, the payment at maturity is $1,167.50
per $1,000 principal amount of Notes, for a return of 16.75%, which is the Digital Return.
Because the Final Basket Value is greater than
or equal to the Initial Basket Value, investors receive a return equal to the Digital Return. This example illustrates that investors
will not receive a return at maturity in excess of the Digital Return. Accordingly, the return on the Notes may be less than the return
of the Basket. |
Example 3 — |
The value of the Basket decreases from the Initial Basket Value to the Final Basket Value by 50% (i.e., the Final Basket Value is below the Initial Basket Value). |
|
Basket Return: |
-50% |
|
Payment at Maturity: |
$1,000 + ($1,000 × -50%) = $1,000 – $500 = $500 |
|
In this example, the payment at maturity is $500
per $1,000 principal amount of Notes, representing a loss of 50% of the principal amount.
Because the Final Basket Value is less than the
Initial Basket Value, investors do not receive a full return of the principal amount of their Notes. |
Investors in the Notes could lose some or all
of the principal amount of their Notes at maturity.
P-6 | RBC Capital Markets, LLC |
| |
| Digital Notes Linked to a Basket of Three Equity Securities |
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 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 Final Basket Value is less than the Initial Basket Value, you will lose 1% of the principal amount
of your Notes for each 1% that the Final Basket Value is less than the Initial Basket Value. You could lose some or all of your principal
amount at maturity. |
| · | Your Potential Return at Maturity Is Limited
— Your return on the Notes will not exceed the Digital Return, regardless of any appreciation in the value of the Basket, which
may be significant. Accordingly, your return on the Notes may be less than your return would be if you made an investment in a security
directly linked to the positive performance of the Basket. |
| · | The Notes Do Not Pay Interest, and Your Return
on the Notes May Be Lower Than the Return on a Conventional Debt Security of Comparable Maturity — There will be no periodic
interest payments on the Notes as there would be on a conventional fixed-rate or floating-rate debt security having the same maturity.
The return that you will receive on the Notes, which could be negative, may be less than the return you could earn on other investments.
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. |
| · | 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. |
| · | Changes in the Value of One Basket Underlier
May Be Offset by Changes in the Values of the Other Basket Underliers — A change in the value of one Basket Underlier may not
correlate with changes in the values of the other Basket Underliers. The value of one Basket Underlier may increase, while the values
of the other Basket Underliers may not increase as much, or may even decrease. Therefore, in determining the value of the Basket as of
any time, increases in the value of one Basket Underlier may be moderated, or wholly offset, by lesser increases or decreases in the values
of the other Basket Underliers. |
| · | Any Payment on the Notes Will Be Determined
Based on the Closing Values of the Basket Underliers on the Dates Specified — Any payment on the Notes will be determined based
on the closing values of the Basket Underliers on the dates specified. You will not benefit from any more favorable values of the Basket
Underliers 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. 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-7 | RBC Capital Markets, LLC |
| |
| Digital Notes Linked to a Basket of Three Equity Securities |
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 values of the Basket
Underliers, 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, 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, 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 values of the
Basket Underliers and the market value of the Notes. See “Risk Factors—Risks Relating to Conflicts of Interest” in the
accompanying product supplement. |
P-8 | RBC Capital Markets, LLC |
| |
| Digital Notes Linked to a Basket of Three Equity Securities |
| · | RBCCM’s Role as Calculation Agent May
Create Conflicts of Interest — As Calculation Agent, our affiliate, RBCCM, will determine any values of the Basket Underliers
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 Basket Underliers”
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. |
Risks Relating to the Basket Underliers
| · | You Will Not Have Any Rights to Any Basket
Underlier — As an investor in the Notes, you will not have voting rights or rights to receive dividends or other distributions
or any other rights with respect to any Basket Underlier. |
| · | 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 a Basket Underlier. If a market disruption event persists for
a sustained period, the Calculation Agent may make a discretionary determination of the closing value of any affected Basket Underlier.
See “General Terms of the Notes—Reference Stocks and Funds—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. |
| · | Anti-dilution Protection Is Limited, and the
Calculation Agent Has Discretion to Make Anti-dilution Adjustments — The Calculation Agent may in its sole discretion make adjustments
affecting any amounts payable on the Notes upon the occurrence of certain corporate events (such as stock splits or extraordinary or special
dividends) that the Calculation Agent determines have a diluting or concentrative effect on the theoretical value of a Basket Underlier.
However, the Calculation Agent might not make adjustments in response to all such events that could affect a Basket Underlier. The occurrence
of any such event and any adjustment made by the Calculation Agent (or a determination by the Calculation Agent not to make any adjustment)
may adversely affect the market price of, and any amounts payable on, the Notes. See “General Terms of the Notes—Reference
Stocks and Funds—Anti-dilution Adjustments” in the accompanying product supplement. |
| · | Reorganization or Other Events Could Adversely
Affect the Value of the Notes or Result in the Notes Being Accelerated — Upon the occurrence of certain reorganization or other
events affecting a Basket Underlier, the Calculation Agent may make adjustments that result in payments on the Notes being based on the
performance of (i) cash, securities of another issuer and/or other property distributed to holders of that Basket Underlier upon the occurrence
of that event or (ii) in the case of a reorganization event in which only cash is distributed to holders of that Basket Underlier, a substitute
security, if the Calculation Agent elects to select one. Any of these actions could adversely affect the value of the affected Basket
Underlier and, consequently, the value of the Notes. Alternatively, the Calculation Agent may accelerate the Maturity Date for a payment
determined by the Calculation Agent. 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. See “General Terms of the Notes—Reference
Stocks and Funds—Anti-dilution Adjustments—Reorganization Events” in the accompanying product supplement. |
P-9 | RBC Capital Markets, LLC |
| |
| Digital Notes Linked to a Basket of Three Equity Securities |
INFORMATION REGARDING THE BASKET
UNDERLIERS
Each Basket Underlier is registered under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). Companies with securities registered under the Exchange Act are required
to file financial and other information specified by the SEC periodically. Information provided to or filed with the SEC by the issuer
of each Basket Underlier can be located on a website maintained by the SEC at https://www.sec.gov by reference to that issuer’s
SEC file number provided below. Information from outside sources is not incorporated by reference in, and should not be considered part
of, this pricing supplement. We have not independently verified the accuracy or completeness of the information contained in outside
sources.
Basket Underlier |
Exchange Ticker |
Exchange |
SEC File Number |
AXP Underlier |
AXP |
New York Stock Exchange |
001-07657 |
BAC Underlier |
BAC |
New York Stock Exchange |
001-06523 |
MS Underlier |
MS |
New York Stock Exchange |
001-11758 |
According to publicly available information:
| · | American Express Company is an integrated payments
company that provides credit and charge cards to consumers, small businesses, mid-sized companies and large corporations. |
| · | Bank of America Corporation is a financial institution,
serving individual consumers, small- and middle-market businesses, institutional investors, large corporations and governments with a
range of banking, investing, asset management and other financial and risk management products and services. |
| · | Morgan Stanley is a financial services firm that
advises, and originates, trades, manages and distributes capital for, governments, institutions and individuals. |
P-10 | RBC Capital Markets, LLC |
| |
| Digital Notes Linked to a Basket of Three Equity Securities |
Historical Information
The following graphs set forth historical closing
values of the Basket Underliers for the period from January 1, 2014 to October 16, 2024. We obtained the information in the graphs from
Bloomberg Financial Markets, without independent investigation. We cannot give you assurance that the performance of the Basket Underliers
will result in the return of all of your initial investment.
Common Shares of American Express Company
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
P-11 | RBC Capital Markets, LLC |
| |
| Digital Notes Linked to a Basket of Three Equity Securities |
Common Stock of Bank of America Corporation
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
P-12 | RBC Capital Markets, LLC |
| |
| Digital Notes Linked to a Basket of Three Equity Securities |
Common Stock of Morgan Stanley
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
P-13 | RBC Capital Markets, LLC |
| |
| Digital Notes Linked to a Basket of Three Equity Securities |
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 Basket Underliers. 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 that are “open transactions,” as described
in the section entitled “United States Federal Income Tax Considerations—Tax Consequences to U.S. Holders—Notes Treated
as Prepaid Financial Contracts that are Open Transactions” 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. Generally, if this treatment is respected, (i) you should not recognize taxable income or loss prior to the taxable
disposition of your Notes (including upon maturity or an earlier redemption, if applicable) and (ii) the gain or loss on your Notes should
be treated as short-term capital gain or loss unless you have held the Notes for more than one year, in which case your gain or loss should
be treated as long-term capital gain or loss.
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. 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.
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 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
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| Digital Notes Linked to a Basket of Three Equity Securities |
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 three
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 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 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 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 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
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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.
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424B2
EX-FILING FEES
0001000275
333-275898
0001000275
2024-10-17
2024-10-17
iso4217:USD
xbrli:pure
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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 $2,366,000. The
prospectus is a final prospectus for the related offering(s).
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