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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 Product Prospectus Supplement ERN-ETF-1 dated March 3, 2022, the Prospectus
Supplement and the Prospectus, Each Dated September 14, 2021
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$1,135,000
Buffered Enhanced Return Notes Linked to the
iShares® MSCI EAFE ETF, Due December 18,
2026 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® MSCI EAFE ETF (“EFA”)
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$74.34
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$59.47, which is 80.00% of the 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 117% of the Percentage Change 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 20% 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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$1,135,000.00
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Underwriting discounts and commissions(1)
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0.75%
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$8,512.50
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Proceeds to Royal Bank of Canada
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99.25%
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$1,126,487.50
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Buffered Enhanced Return Notes Linked to
the iShares® MSCI EAFE ETF
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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® MSCI EAFE ETF (“EFA”)
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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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December 15, 2026
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Maturity Date:
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December 18, 2026, subject to extension for market and other disruptions, as described in the product prospectus supplement.
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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 in principal amount per Note equal to:
$1,000 + [$1,000 x (Percentage Change x Participation Rate)]
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 ‑20.00%), 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 -20.00%), then the investor will
receive a cash payment equal to:
$1,000 + [$1,000 x (Percentage Change + Buffer Percentage)]
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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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Final Price - Initial Price
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Initial Price
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Initial Price:
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The closing 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 price of the Reference Asset on the Valuation Date.
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Participation Rate:
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117%
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Buffer Percentage:
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20.00%
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Buffer Price:
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80.00% of the Initial Price, as set forth on the cover page of this pricing supplement.
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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
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Buffered Enhanced Return Notes Linked to
the iShares® MSCI EAFE ETF
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prospectus supplement 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: |
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 Linked to
the iShares® MSCI EAFE ETF
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Buffered Enhanced Return Notes Linked to
the iShares® MSCI EAFE ETF
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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 117%)] = $1,000 + $23.40 = $1,023.40
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On a $1,000 investment, a Percentage Change of 2% results in a Payment at Maturity of $1,023.40, a return of 2.34% on the Notes.
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Example 2 —
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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 3 —
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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% + 20%)] = $1,000 - $150 = $850
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On a $1,000 investment, a Percentage Change of -35% results in a Payment at Maturity of $850, a return of -15% on the Notes.
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Buffered Enhanced Return Notes Linked to
the iShares® MSCI EAFE ETF
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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 |
50.00%
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158.50%
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$1,585.00
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40.00%
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146.80%
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$1,468.00
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30.00%
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135.10%
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$1,351.00
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20.00%
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123.40%
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$1,234.00
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10.00%
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111.70%
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$1,117.00
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5.00%
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105.85%
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$1,058.50
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2.00%
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102.34%
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$1,023.40
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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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100.00%
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$1,000.00
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-20.01%
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99.99%
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$999.90
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-30.00%
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90.00%
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$900.00
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-40.00%
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80.00%
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$800.00
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-50.00%
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70.00%
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$700.00
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-60.00%
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60.00%
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$600.00
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-70.00%
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50.00%
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$500.00
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-80.00%
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40.00%
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$400.00
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-90.00%
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30.00%
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$300.00
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-100.00%
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20.00%
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$200.00
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Buffered Enhanced Return Notes Linked to
the iShares® MSCI EAFE ETF
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• |
You May Receive Less Than the Principal Amount at Maturity — Investors in the Notes could lose some or a substantial
portion of their principal amount if there is a decline in the 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 20%.
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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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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 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 Reference Asset or the 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 Reference Asset or the securities held by the Reference Asset would have. The Final Price will not reflect any dividends paid on the securities held by
the Reference Asset, and accordingly, any positive return on the Notes may be less than the potential positive return on those securities.
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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 price of the Reference Asset, the
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Buffered Enhanced Return Notes Linked to
the iShares® MSCI EAFE ETF
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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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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 price 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 issuers of the securities held by the Reference Asset, including making loans to or providing advisory services. 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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An Investment in the Notes Is Subject to Risks Relating to Non-U.S. Securities Markets — Because foreign companies or foreign equity securities held by the EFA are
publicly traded in the applicable foreign countries and are denominated in non-U.S. currencies, an investment in the Notes involves particular risks. For example, the non-U.S. securities markets may be more volatile than the U.S.
securities markets, and market developments may affect these markets differently from the U.S. or other securities markets. Direct or indirect government intervention to stabilize the securities markets outside the U.S., as well as
cross-shareholdings in certain companies, may affect trading prices and
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Buffered Enhanced Return Notes Linked to
the iShares® MSCI EAFE ETF
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Notes Linked to the Reference Asset Are Subject to Foreign Currency Exchange Rate Risk — The payment amount on the Notes may be calculated based on the EFA, and the
prices of the applicable stocks are converted into U.S. dollars for purposes of calculating the value of the EFA. As a result, investors in the Notes will be exposed to currency exchange rate risk with respect to each of the currencies
represented by the EFA. An investor’s net exposure will depend on the extent to which the currencies represented by the EFA strengthen or weaken against the U.S. dollar and the relative weight of each relevant currency represented by
the EFA. If, taking into account such weight, the dollar strengthens against such currencies, the value of the EFA will be adversely affected and the amount payable, if any, at maturity of the Notes may be reduced.
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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 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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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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Buffered Enhanced Return Notes Linked to
the iShares® MSCI EAFE ETF
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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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Changes that Affect the Underlying Index Will Affect the Market Value of the Notes and the Amount You Will Receive at Maturity — The policies of the sponsor of the
underlying index (the “Index Sponsor”), concerning the calculation of the underlying index, additions, deletions or substitutions of the components of the underlying index and the manner in which changes affecting those components, such
as stock dividends, reorganizations or mergers, may be reflected in the underlying index and, therefore, could affect the price of the Reference Asset, the amount payable on the Notes at maturity, and the market value of the Notes prior
to maturity. The amount payable on the Notes and their market value could also be affected if the Index Sponsor changes these policies, for example, by changing the manner in which it calculates the underlying index, or if the sponsor
discontinues or suspends the calculation or publication of the underlying index.
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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 that would require the
calculation agent to adjust the payment to you at maturity. The Index Sponsor has no obligation of any sort with respect to the Notes. Thus, the Index Sponsor has no obligation to take your interests into consideration for any reason,
including in taking any actions that might affect the value of the Notes. None of our proceeds from the issuance of the Notes will be delivered to the Index Sponsor.
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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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Buffered Enhanced Return Notes Linked to
the iShares® MSCI EAFE ETF
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Buffered Enhanced Return Notes Linked to
the iShares® MSCI EAFE ETF
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defining the equity universe;
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determining the market investable equity universe for each market;
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defining market capitalization size segments for each market;
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applying index continuity rules for the MSCI Standard Index;
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creating style segments within each size segment within each market; and
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classifying securities under the Global Industry Classification Standard (the “GICS”).
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Identifying Eligible Equity Securities: the equity universe initially looks at securities listed in any of the countries in the MSCI Global Index Series, which will be classified as either Developed Markets
(“DM”) or Emerging Markets (“EM”). All listed equity securities, including Real Estate Investment Trusts and certain income trusts in Canada, are eligible for inclusion in the equity universe. Limited partnerships, limited liability
companies, and business trusts, which are listed in the U.S. and are not structured to be taxed as limited partnerships, are likewise eligible for inclusion in the equity universe. Conversely, mutual funds, ETFs, equity derivatives, and
most investment trusts, are not eligible for inclusion, are eligible for inclusion in the equity universe. Conversely, mutual funds, ETFs, equity derivatives, and most investment trusts, are not. Preferred shares that exhibit
characteristics of equity securities are analyzed for eligibility by MSCI on a case by case basis. Stapled securities are considered eligible if each of the underlying components exhibit characteristics of equity securities.
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Classifying Eligible Securities into the Appropriate Country: each company and its securities (i.e., share classes) is classified in only one country. All securities in the Equity Universe classified into a
Developed Market make up the DM Equity Universe, while all securities in the Equity Universe classified into an Emerging Market make up the EM Equity Universe. Additionally, all securities in the Equity Universe classified into a
Frontier Market make up the FM Equity Universe.
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The security is classified in a country that meets the Foreign Listing Materiality Requirement, and
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The security’s foreign listing is traded on an eligible stock exchange of: a DM country if the security is classified in a DM country; a DM or an EM country if the security is classified in an EM country; or
a DM or an EM or a FM country if the security is classified in a FM country.
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Buffered Enhanced Return Notes Linked to
the iShares® MSCI EAFE ETF
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• |
Equity Universe Minimum Size Requirement: this investability screen is applied at the company level. In order to be included in a market investable equity universe, a
company must have the required minimum full market capitalization. This minimum full market capitalization is referred to as the Equity Universe Minimum Size Requirement. The Equity Universe Minimum Size Requirement applies to all
companies in all markets, Developed and Emerging, and is derived as follows: first, the companies in the DM Equity Universe are sorted in descending order of full market capitalization and the cumulative coverage of free float-adjusted
market capitalization of the DM Equity Universe is calculated at each company; second, when the free float-adjusted market capitalization coverage of 99% of the sorted Equity Universe is achieved, the full market capitalization of the
company at that point defines the Equity Universe Minimum Size Requirement. The rank of each company by descending order of full market capitalization within the DM Equity Universe is noted, and will be used in determining the Equity
Universe Minimum Size Requirement at the next rebalance.
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Equity Universe Minimum Free Float−Adjusted Market Capitalization Requirement: this investability screen is applied at the individual security level. To be eligible
for inclusion in a market investable equity universe, a security must have a free float−adjusted market capitalization equal to or higher than 50% of the equity universe minimum size requirement.
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DM and EM Minimum Liquidity Requirement: this investability screen is applied at the individual security level. To be eligible for inclusion in a market investable
equity universe, a security must have adequate liquidity. The twelve-month and three-month Annual Traded Value Ratio (“ATVR”), a measure that mitigates the impact of extreme daily trading volumes and takes into account the free
float-adjusted market capitalization of securities, together with the three-month frequency of trading, are used to select securities with a sound long and short-term liquidity. A minimum liquidity level of 20% of three- and
twelve-month ATVR and 90% of three-month frequency of trading over the last four consecutive quarters is required for inclusion of a security in a market investable equity universe of a Developed Market, and a minimum liquidity level of
15% of three- and twelve-month ATVR and 80% of three-month frequency of trading over the last four consecutive quarters is required for inclusion of a security in a market investable equity universe of an Emerging Market. Certain
securities in the MSCI China Equity Universe are not eligible for inclusion in the market investable equity universe unless they meet additional requirements as described further in the index methodology Only one listing per security
may be included in the market investable equity universe and priority rules described in the index methodology will be applied in instances when a security has two or more eligible listings that meet the above liquidity requirements. A
stock-price limit of $10,000 has been set, thus securities with stock prices above $10,000 fail the liquidity screening. The stock-price limit applies only for non-constituents of the MSCI Global Investable Markets Indexes and does not
apply to constituents of the MSCI Global Investable Market Indexes if the stock price surpasses the $10,000 threshold.
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Global Minimum Foreign Inclusion Factor Requirement: this investability screen is applied at the individual security level. To be eligible for inclusion in a market
investable equity universe, a security’s Foreign Inclusion Factor (“FIF”) must reach a certain threshold. The FIF of a security is defined as the proportion of shares outstanding that is available for purchase in the public equity
markets by international investors. This proportion accounts for the available free float of and/or the foreign ownership limits applicable to a specific security (or company). In general, a security must have an FIF equal to or larger
than 0.15 to be eligible for inclusion in a market investable equity universe. MSCI may make exceptions to this general rule in the limited cases where the exclusion of securities of a very large company would compromise the Standard
Index's ability to fully and fairly represent the characteristics of the underlying market.
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Minimum Length of Trading Requirement: this investability screen is applied at the individual security level. For an initial public offering (“IPO”) to be eligible for
inclusion in a market investable equity universe, the new issue must have started trading at least three months before the implementation of an index review (as described below). This requirement is applicable to small new issues in all
markets. Large IPOs are not subject to the minimum length of trading requirement and may be included in a market investable equity universe and the Standard Index outside of an index review.
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Buffered Enhanced Return Notes Linked to
the iShares® MSCI EAFE ETF
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• |
Minimum Foreign Room Requirement: this investability screen is applied at the individual security level. For a security that is subject to a foreign ownership limit to
be eligible for inclusion in a market investable equity universe, the proportion of shares still available to foreign investors relative to the maximum allowed (referred to as “foreign room”) must be at least 15%. The index methodology
applies an adjustment to securities within the market investable equity universe that have foreign room less than 25%.
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Financial Reporting Requirement: this investability screen is applied at the company level.
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Investable Market Index (Large + Mid + Small);
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Standard Index (Large + Mid);
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Large Cap Index;
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Mid Cap Index; or
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Small Cap Index.
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• |
defining the market coverage target range for each size segment;
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• |
determining the global minimum size range for each size segment;
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• |
determining the market size-segment cutoffs and associated segment number of companies;
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• |
assigning companies to the size segments; and
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• |
applying final size-segment investability requirements.
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Buffered Enhanced Return Notes Linked to
the iShares® MSCI EAFE ETF
|
(i) |
Semi-Annual Index Reviews (“SAIRs”) in May and November of the Size Segment and Global Value and Growth Indices which include:
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• |
updating the indices on the basis of a fully refreshed equity universe;
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• |
taking buffer rules into consideration for migration of securities across size and style segments; and
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• |
updating FIFs and Number of Shares (“NOS”).
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(ii) |
Quarterly Index Reviews (“QIRs”) in February and August of the Size Segment Indices aimed at:
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• |
including significant new eligible securities (such as IPOs that were not eligible for earlier inclusion) in the index;
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• |
allowing for significant moves of companies within the Size Segment Indices, using wider buffers than in the SAIR; and
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• |
reflecting the impact of significant market events on FIFs and updating NOS.
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(iii) |
Ongoing Event−Related Changes: changes of this type are generally implemented in the indices as they occur. Significantly large IPOs are included in the indices after the close of the company’s tenth day of
trading.
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Buffered Enhanced Return Notes Linked to
the iShares® MSCI EAFE ETF
|
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Buffered Enhanced Return Notes Linked to
the iShares® MSCI EAFE ETF
|
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Buffered Enhanced Return Notes Linked to
the iShares® MSCI EAFE ETF
|
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Buffered Enhanced Return Notes Linked to
the iShares® MSCI EAFE ETF
|
P-19
|
RBC Capital Markets, LLC
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