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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-259205
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Pricing Supplement
Dated December 15, 2023
To the Prospectus dated September 14, 2021, the Prospectus Supplement dated September 14, 2021, and the Product Prospectus Supplement dated March 3, 2022
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$215,000
Buffered Enhanced Return Notes Linked to the iShares® 20+ Year Treasury Bond ETF, Due June 20, 2025 Royal Bank of Canada |
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Reference Asset
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Initial Price
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Buffer Price*
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iShares® 20+ Year Treasury Bond ETF (“TLT”)
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$99.15
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$89.24, which is 90% of its Initial Price
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If the Final Price of the Reference Asset is greater than the Initial Price, the Notes will pay at maturity a return equal to 200% of the Percentage Change, subject to a Maximum Redemption Amount of 115% of the
principal amount of the Notes.
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If the Final Price is less than or equal to the Initial Price, but is greater than or equal to the Buffer Price, the Notes will pay the principal amount at maturity.
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If the Final Price is less than the Buffer Price, investors will lose 1% of the principal amount for each 1% that the Final Price has decreased by more than 10% from the Initial Price.
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Any payments on the Notes are subject to our credit risk.
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The Notes do not pay interest.
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The Notes will not be listed on any securities exchange.
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Per Note
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Total
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Price to public(1)
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100.00%
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$215,000.00
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Underwriting discounts and commissions(1)
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1.75%
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$3,762.50
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Proceeds to Royal Bank of Canada
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98.25%
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$211,237.50
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Buffered Enhanced Return Notes
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Issuer:
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Royal Bank of Canada (the “Bank”)
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Underwriter:
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RBC Capital Markets, LLC (“RBCCM”)
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Reference Asset:
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iShares® 20+ Year Treasury Bond ETF (TLT)
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Minimum Investment:
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$1,000 and minimum denominations of $1,000 in excess thereof
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Trade Date (Pricing
Date):
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December 15, 2023
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Issue Date:
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December 20, 2023
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Valuation Date:
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June 16, 2025
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Maturity Date:
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June 20, 2025, subject to extension for market and other disruptions, as described in the product prospectus supplement dated March 3, 2022.
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Payment at Maturity
(if held to maturity):
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If the Final Price is greater than the Initial Price (that is, the Percentage Change is positive), then the
investor will receive an amount per $1,000 principal amount per Note equal to the lesser of:
1. Principal Amount + [Principal Amount x
(Percentage Change x Participation Rate)] and
2. the Maximum Redemption Amount
If the Final Price is less than or equal to the Initial Price, but is greater than or equal to the Buffer Price (that is, the Percentage Change is
between 0% and -10.00%), then the investor will receive the principal amount only.
If the Final Price is less than the Buffer Price (that is, the Percentage Change is less than 10%), then the investor will
receive a cash payment equal to:
Principal Amount + [Principal Amount x (Percentage Change + Buffer Percentage)]
In this case, you will lose some or a significant portion of the principal amount.
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Percentage Change:
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The Percentage Change, expressed as a percentage, is calculated using the following formula:
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Initial Price:
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The closing share price of the Reference Asset on the Trade Date, as set forth on the cover page of this pricing supplement.
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Final Price:
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The closing share price of the Reference Asset on the Valuation Date.
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Participation Rate:
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200% (subject to the Maximum Redemption Amount)
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Maximum
Redemption Amount:
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115% multiplied by the principal amount.
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Buffer Percentage:
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10%
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Buffer Price:
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90% of the Initial Price, as specified on the cover page of this document
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Buffered Enhanced Return Notes
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Principal at Risk:
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The Notes are NOT principal protected. You may lose a substantial portion of your principal amount at maturity if the Final
Price is less than the Buffer Price.
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Calculation Agent:
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RBCCM
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U.S. Tax Treatment:
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By purchasing a Note, each holder agrees (in the absence of a change in law, an administrative determination or a judicial ruling to the contrary) to treat the Notes as a pre-paid
cash-settled derivative contract for U.S. federal income tax purposes. However, the U.S. federal income tax consequences of your investment in the Notes are uncertain and the Internal Revenue Service could assert that the Notes should be
taxed in a manner that is different from that described in the preceding sentence. Please see the section below, “Supplemental Discussion of U.S. Federal Income Tax Consequences,” and the discussion (including the opinion of Ashurst LLP,
our special U.S. tax counsel) in the product prospectus supplement dated March 3, 2022 under “Supplemental Discussion of U.S. Federal Income Tax Consequences,” which apply to the Notes.
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Secondary Market:
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RBCCM (or one of its affiliates), though not obligated to do so, may maintain a secondary market in the Notes after the issue date. The amount that you may
receive upon sale of your Notes prior to maturity may be less than the principal amount of your Notes.
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Listing:
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The Notes will not be listed on any securities exchange.
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Clearance and Settlement:
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DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as described under “Ownership and Book-Entry Issuance” in the prospectus dated September 14, 2021).
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Terms Incorporated
in the Master Note:
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All of the terms appearing on the cover page and above the item captioned “Secondary Market” in this section and the terms appearing under the caption “General Terms of the Notes” in the product prospectus
supplement, as modified by this pricing supplement.
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Buffered Enhanced Return Notes
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Buffered Enhanced Return Notes
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Example 1 —
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Calculation of the Payment at Maturity where the Percentage Change is positive.
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Percentage Change:
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2%
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Payment at Maturity:
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$1,000 + [$1,000 x (2% x 200%)] = $1,000 + $40.00 = $1,040
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On a $1,000 investment, a Percentage Change of 2% results in a Payment at Maturity of $1,040, a return of 4.00% on the Notes.
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Example 2 —
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Calculation of the Payment at Maturity where the Percentage Change is positive (and the Payment at Maturity is subject to the Maximum Redemption Amount).
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Percentage Change:
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35%
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Payment at Maturity:
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$1,000 + [$1,000 x (35% x 200%)] = $1,000 + $700 = $1,700
However, the Maximum Redemption Amount is $1,150. Accordingly, you will receive a payment at maturity equal to $1,150 per $1,000 in principal amount of the Notes.
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On a $1,000 investment, a Percentage Change of 35% results in a Payment at Maturity of $1,150, a return of 15% on the Notes.
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Example 3 —
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Calculation of the Payment at Maturity where the Percentage Change is negative (but not by more than the Buffer Percentage).
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Percentage Change:
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-8%
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Payment at Maturity:
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At maturity, if the Percentage Change is negative BUT not by more than the Buffer Percentage, then the Payment at Maturity will equal the principal amount.
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On a $1,000 investment, a Percentage Change of -8% results in a Payment at Maturity of $1,000, a return of 0% on the Notes.
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Example 4 —
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Calculation of the Payment at Maturity where the Percentage Change is negative (by more than the Buffer Percentage).
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Percentage Change:
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-35%
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Payment at Maturity:
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$1,000 + [$1,000 x (-35% + 10%)] = $1,000 - $250 = $750
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On a $1,000 investment, a -35% Percentage Change results in a Payment at Maturity of $750, a return of -25% on the Notes.
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Buffered Enhanced Return Notes
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Hypothetical Percentage
Change
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Redemption Amount as
Percentage of Principal Amount
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Redemption Amount
per $1,000 in Principal
Amount
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40.00%
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115.00%
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$1,150.00
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30.00%
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115.00%
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$1,150.00
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20.00%
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115.00%
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$1,150.00
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10.00%
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115.00%
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$1,150.00
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7.50%
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115.00%
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$1,150.00
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5.00%
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110.00%
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$1,100.00
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2.00%
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104.00%
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$1,040.00
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0.00%
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100.00%
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$1,000.00
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-5.00%
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100.00%
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$1,000.00
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-10.00%
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100.00%
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$1,000.00
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-20.00%
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90.00%
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$900.00
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-30.00%
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80.00%
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$800.00
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-40.00%
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70.00%
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$700.00
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-50.00%
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60.00%
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$600.00
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-60.00%
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50.00%
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$500.00
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-70.00%
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40.00%
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$400.00
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-80.00%
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30.00%
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$300.00
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-90.00%
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20.00%
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$200.00
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-100.00%
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10.00%
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$100.00
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Buffered Enhanced Return Notes
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You May Receive Less Than the Principal Amount at Maturity — Investors in the Notes could lose a substantial portion of their principal amount if there is a decline in
the share price of the Reference Asset. You will lose 1% of the principal amount of the Notes for each 1% that the Final Price is less than the Initial Price by more than 10%.
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The Notes Do Not Pay Interest and Your Return 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.
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Your Potential Payment at Maturity Is Limited — The Notes will provide less opportunity to participate in the appreciation of the Reference Asset than an investment in a
security linked to the Reference Asset providing full participation in the appreciation, because the payment at maturity will not exceed the Maximum Redemption Amount. 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 Reference Asset.
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Owning the Notes Is Not the Same as Owning Shares of the Reference Asset — The return on the Notes may not reflect the return you would realize if you actually owned
shares of the Reference Asset. For instance, as a holder of the Notes, you will not have voting rights, rights to receive cash dividends or other distributions, or any other rights that holders of shares of the Reference Asset would have.
Further, because the payment at maturity will not exceed the Maximum Redemption Amount, 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 Reference Asset.
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The Payment at Maturity, if Any, is Based on the Price Performance of the Reference Asset, Which Will Not Reflect Any Interest or Other Payments on the Reference Asset
Constituents —While the Reference Asset generally invests in U.S. dollar-denominated fixed-income securities, the performance of the Reference Asset that is measured for purposes of the Notes will only reflect changes in the
market prices of the securities held by the Reference Asset, and will not reflect any interest payments on those bonds. As a result, the performance of the Reference Asset that is measured for purposes of the Notes will be less, and
perhaps significantly less, than the return that would be realized by a direct investment in the Reference Asset.
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Payments on the Notes Are Subject to Our Credit Risk, and Changes in Our Credit Ratings Are Expected to Affect the Market Value of the Notes — The Notes are our senior
unsecured debt securities. As a result, your receipt of the amount due on the maturity date is dependent upon our ability to repay our obligations at that time. This will be the case even if the share price of the Reference Asset
increases after the Trade Date. No assurance can be given as to what our financial condition will be at the maturity of the Notes.
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You Will Not Have Any Rights to the Shares of the Reference Asset or Securities Held By the Reference Asset — As a holder of the Notes, you will not have voting rights or
rights to receive cash dividends or other distributions or other rights that holders of the shares of the Reference Asset or securities held by the Reference Asset would have. The Final Price will not reflect any dividends paid on the
shares of the Reference Asset, and accordingly, any positive return on the Notes may be less than the potential positive return on the shares of the Reference Asset or those securities.
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Buffered Enhanced Return Notes
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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. RBCCM or any of our other affiliates may stop any market-making
activities at any time. Even if a secondary market for the Notes develops, it may not provide significant liquidity or trade at prices advantageous to you. We expect that transaction costs in any secondary market would be high. As a
result, the difference between bid and asked prices for your Notes in any secondary market could be substantial.
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The Initial Estimated Value of the Notes Is Less than the Price to the Public — The initial estimated value of the Notes that is set forth on the cover page of this
pricing supplement does not represent a minimum price at which we, RBCCM or any of our 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 share price of the Reference Asset, the borrowing rate we pay to issue
securities of this kind, and the inclusion in the price to the public of the underwriting discount, the referral fee 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 or the hedging costs relating to the Notes. In addition to bid-ask spreads, the value of the Notes determined for any secondary market price is expected to be based on the secondary rate rather
than the internal funding rate used to price the Notes and determine the initial estimated value. As a result, the secondary price will be less than if the internal funding rate was used. The Notes are not designed to be short-term
trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity.
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The Initial Estimated Value of the Notes that Is Set Forth on the Cover Page of this Pricing Supplement Is an Estimate Only, Calculated as of the Time the Terms of the Notes
Were Set — 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 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.
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An Investment in the Notes Is Subject to Concentration Risks — The Reference Asset invests in U.S. Treasury bonds that are all obligations of the United States. As a
result, the Reference Asset is concentrated in the performance of bonds issued by a single issuer. Although your investment in the Notes will not result in the ownership or other direct interest in the U.S. Treasury bonds held by the
Reference Asset, the return on your investment in the Notes will be subject to certain risks similar to those associated with direct investment in U.S. Treasury bonds. This increases the risk that any downgrade of the credit ratings of
the U.S. government from its current ratings, any increase in risk that the U.S. Treasury may default on its obligations by the market (whether for credit or legislative process reasons) or any other market events that create a decrease
in demand for U.S. Treasury bonds, would significantly adversely affect the Reference Asset. In addition, to the extent that any such
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Buffered Enhanced Return Notes
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An Investment in the Notes Is Subject to Interest Rate Risk — During periods of very low or negative interest rates, the Reference Asset may be unable to maintain
positive returns. Very low or negative interest rates may magnify this interest rate risk. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, result in heightened market
volatility and detract from the Reference Asset’s performance to the extent the Reference Asset is exposed to these interest rates. Additionally, under certain market conditions in which interest rates are low and the market prices
for portfolio securities have increased, the Reference Asset may have a very low or even negative yield. A low or negative yield would cause the Reference Asset to lose money in certain conditions and over certain time periods. An
increase in interest rates will generally cause the value of securities held by the Reference Asset to decline, may lead to heightened volatility in the fixed-income markets and may adversely affect the liquidity of certain
fixed-income investments, including those held by the Reference Asset. Because rates on certain floating rate debt securities typically reset only periodically, changes in prevailing interest rates (and particularly sudden and
significant changes) can be expected to cause some fluctuations in the Reference Asset’s net asset value, to the extent that it invests in floating rate securities.
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The Reference Asset and its Underlying Index Are Different — The performance of the Reference Asset may not exactly replicate the performance of its underlying index,
because the Reference Asset will reflect transaction costs and fees that are not included in the calculation of its underlying index. It is also possible that the performance of the Reference Asset may not fully replicate or may in
certain circumstances diverge significantly from the performance of its underlying index due to the temporary unavailability of certain securities in the secondary market, the performance of any derivative instruments contained in the
Reference Asset, or due to other circumstances. The Reference Asset may use futures contracts, options, swap agreements, repurchase agreements and other instruments in seeking performance that corresponds to its underlying index and in
managing cash flows.
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Adjustments to the Reference Asset Could Adversely Affect the Notes — The advisor of the Reference Asset is responsible for calculating and maintaining the Reference
Asset. The advisor can add, delete or substitute the securities held by the Reference Asset. The advisor may make other methodological changes that could change the share price of the Reference Asset at any time. Consequently, any of
these actions could adversely affect the amount payable at maturity and/or the market value of the Notes.
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The Reference Asset May Change in Unexpected Ways —The underlying index to which the Reference Asset is linked tends to have very limited public disclosure. The sponsor
of the underlying index (the “Index Sponsor”) retains discretion to make changes to the underlying index at any time. The lack of detailed information about the underlying index and how its constituents may change in the future creates
the risk that the underlying index could change in the future to perform much differently from the way it would perform if such changes were not made. If the underlying index is changed in unexpected ways, the Reference Asset would
similarly change to reflect the underlying index. The performance of the Reference Asset could be adversely affected in that case, which could adversely affect your investment in the Notes.
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We Have No Affiliation with the Index Sponsor and Will Not Be Responsible for Any Actions Taken by the Index Sponsor — The Index
Sponsor is not our affiliate and will not be involved in the offering of the Notes in any way. Consequently, we have no control over the actions of the Index Sponsor, including any actions of the type
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Buffered Enhanced Return Notes
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We and Our Affiliates Do Not Have Any Affiliation with the Advisor and Are Not Responsible for its Public Disclosure of Information — We and our affiliates are not
affiliated with the Reference Asset’s advisor in any way and have no ability to control or predict its actions, including any errors in or discontinuance of disclosure regarding its methods or policies relating to the Reference Asset. The
advisor is not involved in the offering of the Notes in any way and has no obligation to consider your interests as an owner of the Notes in taking any actions relating to the Reference Asset that might affect the value of the Notes.
Neither we nor any of our affiliates has independently verified the adequacy or accuracy of the information about the advisor or the Reference Asset contained in any public disclosure of information. You, as an investor in the Notes,
should make your own investigation into the Reference Asset.
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The Reference Asset Is Subject to Management Risks — The Reference Asset is subject to management risk, which is the risk that
the Reference Asset advisor’s investment strategy, the implementation of which is subject to a number of constraints, may not produce the intended results. For example, the Reference Asset advisor may invest a portion of the Reference
Asset’s assets in securities not included in the underlying index but which the Reference Asset advisor believes will help the Reference Asset track the underlying index.
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The Payments on the Notes Are Subject to Postponement Due to Market Disruption Events and Adjustments — The payment at maturity and the Valuation Date are subject to
adjustment as described in the product prospectus supplement. For a description of what constitutes a market disruption event as well as the consequences of that market disruption event, see “General Terms of the Notes-Market Disruption
Events” in the product prospectus supplement.
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Our Business Activities May Create Conflicts of Interest — We and our affiliates expect to engage in trading activities related to the Reference Asset or the securities
held by the Reference Asset that are not for the account of holders of the Notes or on their behalf. These trading activities may present a conflict between the holders’ interests in the Notes and the interests we and our affiliates will
have in their proprietary accounts, in facilitating transactions, including options and other derivatives transactions, for their customers and in accounts under their management. These trading activities, if they influence the prices of
the Reference Asset, could be adverse to the interests of the holders of the Notes. We and one or more of our affiliates may, at present or in the future, engage in business with the Reference Asset or its advisor. These services could
include investment banking and merger and acquisition advisory services. These activities may present a conflict between our or one or more of our affiliates’ obligations and your interests as a holder of the Notes. Moreover, we and our
affiliates may have published, and in the future expect to publish, research reports with respect to the Reference Asset. This research is modified from time to time without notice and may express opinions or provide recommendations that
are inconsistent with purchasing or holding the Notes. Any of these activities by us or one or more of our affiliates may affect the price of the Reference Asset, and, therefore, the market value of the Notes.
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Buffered Enhanced Return Notes
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Buffered Enhanced Return Notes
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Buffered Enhanced Return Notes
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Buffered Enhanced Return Notes
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Buffered Enhanced Return Notes
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Buffered Enhanced Return Notes
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