Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-275898
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The
information in this preliminary terms supplement is not complete and may be changed.
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Preliminary Terms Supplement
Subject to Completion:
Dated April 26, 2024 Pricing Supplement Dated May __, 2024 to the Product
Prospectus Supplement ERN-EI-1, the Prospectus Supplement
and the Prospectus, Each Dated December 20, 2023
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$
Buffered Return Notes Linked to the Lesser
Performing of Two Equity Indices Due June 23,
2025
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Reference Assets
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Initial Levels*
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Buffer Levels
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Dow Jones Industrial Average® (“INDU”)
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90.00% of its Initial Level
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S&P 500® Index (“SPX”)
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90.00% of its Initial Level
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If the Final Level of the Lesser Performing Reference Asset (as defined below) is greater than its Initial Level, the Notes will pay at maturity a return equal to 100.00% of the Percentage Change of the Lesser
Performing Reference Asset, subject to a Maximum Redemption Amount of 135% of the principal amount of the Notes.
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If the Final Level of the Lesser Performing Reference Asset is less than or equal to its Initial Level, but is greater than or equal to its Buffer Level, the Notes will pay the principal amount at maturity.
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If the Final Level of the Lesser Performing Reference Asset is less than its Buffer Level, investors will lose 1% of the principal amount for each 1% that its Final Level has decreased by more than 10% from
its Initial Level.
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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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$
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Underwriting discounts and commissions(1)
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0.50%
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$
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Proceeds to Royal Bank of Canada
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99.50%
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$
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Buffered Return Notes Linked to the Lesser
Performing of Two Equity Indices
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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 Assets:
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Dow Jones Industrial Average® (“INDU”) and S&P 500® Index (“SPX”)
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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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May 17, 2024
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Issue Date:
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May 22, 2024
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Valuation Date:
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June 17, 2025
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Maturity Date:
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June 23, 2025, subject to extension for market and other disruptions, as described in the product prospectus supplement dated December 20, 2023.
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Payment at Maturity (if
held to maturity):
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If the Final Level of the Lesser Performing Reference Asset is greater than its Initial Level (that is, its Percentage Change is
positive), then the investor will receive, for each $1,000 in principal amount, an amount equal to the lesser of:
1. Principal
Amount + [Principal Amount x (Percentage Change of the Lesser Performing Reference Asset x Participation Rate)]; and
2. Maximum
Redemption Amount
If the Final Level of the Lesser Performing Reference Asset is less than or equal to its Initial Level but is greater than or equal to its Buffer Level (that is, its Percentage Change is between 0% and ‑10.00%), then the investor will receive the principal amount only.
If the Final Level of the Lesser Performing Reference Asset is less than its Buffer Level (that is, its Percentage Change is
less than ‑10.00%), then the investor will receive a cash payment equal to:
Principal Amount + [Principal Amount x (Percentage Change of the Lesser Performing Reference Asset + Buffer Percentage)]
In this case, you could lose a substantial portion of the principal amount.
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Percentage Change:
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The Percentage Change with respect to each Reference Asset, expressed as a percentage, is calculated using the following formula:
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Maximum Redemption
Amount:
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135% multiplied by the principal amount
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Initial Level:
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For each Reference Asset, its closing level on the Trade Date.
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Final Level:
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For each Reference Asset, its closing level on the Valuation Date.
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Participation Rate:
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100.00%
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Buffer Percentage:
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10.00%
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Buffer Level:
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For each Reference Asset, 90.00% of its Initial Level.
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Lesser Performing Reference Asset:
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The Reference Asset which has the lowest Percentage Change.
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Market Disruption
Events:
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If a market disruption event occurs on the Valuation Date as to a Reference Asset, the determination of the Final Level of that Reference Asset will be postponed. However, the
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Buffered Return Notes Linked to the Lesser
Performing of Two Equity Indices
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determination of the Final Level of any Reference Asset that is not affected by that market disruption event will not be postponed. | |
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 Level
of the Lesser Performing Reference Asset is less than its Buffer Level.
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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 in respect of the Reference Assets 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 December 20, 2023 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.
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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 December 20,
2023).
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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 terms supplement.
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Buffered Return Notes Linked to the Lesser
Performing of Two Equity Indices
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Buffered Return Notes Linked to the Lesser
Performing of Two Equity Indices
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Example 1 —
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Calculation of the Payment at Maturity where the Percentage Change of the Lesser Performing Reference Asset 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 100.00%)] = $1,000 + $20 = $1,020
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On a $1,000 investment, a Percentage Change of 2% in the Lesser Performing Reference Asset results in a Payment at Maturity of $1,020, a return of 2.00% on the Notes.
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Example 2 —
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Calculation of the Payment at Maturity where the Percentage Change of the Lesser Performing Reference Asset is positive.
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Percentage Change:
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50%
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Payment at Maturity:
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$1,000 + [$1,000 x (50% x 100.00%)] = $1,000 + $500 = $1,500
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However, the Maximum Redemption Amount is $1,350. Accordingly, you will receive a payment at maturity equal to $1,350 per $1,000 in principal amount of the Notes.
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Example 3 —
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Calculation of the Payment at Maturity where the Percentage Change of the Lesser Performing Reference Asset is negative (but not by more than the Buffer Percentage).
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Percentage Change:
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-5%
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Payment at Maturity:
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At maturity, if the Percentage Change of the Lesser Performing Reference Asset 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 -5% in the Lesser Performing Reference Asset 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 of the Lesser Performing Reference Asset is negative (by more than the Buffer Percentage).
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Percentage Change:
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-20%
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Payment at Maturity:
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$1,000 + [$1,000 x (-20% + 10%)] = $1,000 - $100 = $900
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In this case, on a $1,000 investment, a Percentage Change of -20% in the Lesser Performing Reference Asset results in a Payment at Maturity of $900, a return of -10% on
the Notes.
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Buffered Return Notes Linked to the Lesser
Performing of Two Equity Indices
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Hypothetical Percentage
Change of the Lesser
Performing Reference Asset
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Payment at Maturity as
Percentage of Principal Amount
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Payment at Maturity per $1,000 in Principal Amount
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50.00%
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135.00%
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$1,350.00
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40.00%
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135.00%
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$1,350.00
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35.00%
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135.00%
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$1,350.00
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30.00%
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130.00%
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$1,300.00
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20.00%
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120.00%
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$1,200.00
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10.00%
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110.00%
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$1,100.00
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5.00%
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105.00%
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$1,050.00
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2.00%
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102.00%
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$1,020.00
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0.00%
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100.00%
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$1,000.00
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-2.00%
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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 Return Notes Linked to the Lesser
Performing of Two Equity Indices
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You May Lose Some or a Significant Portion of 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 level of the Lesser Performing Reference Asset. You will lose 1% of the principal amount of the Notes for each 1% that the Final Level is less than the Initial Level by more than 10%.
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Your Potential Payment at Maturity Is Limited — The Notes will provide less opportunity to participate in the appreciation of any of the Reference Assets than an
investment in a security linked to that Reference Asset providing full participation in the appreciation, because the payment at maturity will not exceed the Maximum Redemption Amount if the Lesser Performing Reference Asset increases in
value. 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 Lesser Performing Reference Asset.
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Your Payment at Maturity Will Be Determined Solely by Reference to the Lesser Performing Reference Asset Even if the Other Reference Asset Performs Better – Your payment
at maturity will be determined solely by reference to the performance of the Lesser Performing Reference Asset. Even if the Final Level of the other Reference Asset has increased compared to its Initial Level, or has experienced a
decrease that is less than that of the Lesser Performing Reference Asset, your return will only be determined by reference to the performance of the Lesser Performing Reference Asset, regardless of the performance of the other Reference
Asset. The Notes are not linked to a weighted basket, in which the risk may be mitigated and diversified among each of the basket components. For example, in the case of notes linked to a weighted basket, the return would depend on the
weighted aggregate performance of the basket components reflected as the basket return. As a result, the depreciation of one basket component could be mitigated by the appreciation of the other basket component, as scaled by the weighting
of that basket component. However, in the case of the Notes, the individual performance of each of the Reference Assets would not be combined, and the depreciation of one Reference Asset would not be mitigated by any appreciation of the
other Reference Asset. Instead your return will depend solely on the Final Level of the Lesser Performing Reference Asset. Because each Reference Asset tracks a different segment of the U.S. equities market, they may each decrease in a
comparable manner.
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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 level of the Lesser Performing 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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Buffered Return Notes Linked to the Lesser
Performing of Two Equity Indices
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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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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 Will Be Less than the Price to the Public — The initial estimated value of the Notes that will be set forth on the cover page of
the final pricing supplement for the Notes will 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 levels of the Reference Assets, 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 We Will Provide in the Final Pricing Supplement Will Be an Estimate Only, Calculated as of the Time the Terms of the Notes Are Set
— The initial estimated value of the Notes will be 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 will be 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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Buffered Return Notes Linked to the Lesser
Performing of Two Equity Indices
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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 Assets 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 levels of the Reference Assets, 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 companies included in the Reference Assets, 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 Assets. 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 levels of the Reference Assets, and, therefore, the market value of the
Notes.
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You Will Not Have Any Rights to the Securities Included in the Reference Assets — 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 securities included in the Reference Assets would have. The Final Level will not reflect any dividends paid on the securities included in the Reference Assets, and
accordingly, any positive return on the Notes may be less than the potential positive return on those securities.
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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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Buffered Return Notes Linked to the Lesser
Performing of Two Equity Indices
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Buffered Return Notes Linked to the Lesser
Performing of Two Equity Indices
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Buffered Return Notes Linked to the Lesser
Performing of Two Equity Indices
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Buffered Return Notes Linked to the Lesser
Performing of Two Equity Indices
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Buffered Return Notes Linked to the Lesser
Performing of Two Equity Indices
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Buffered Return Notes Linked to the Lesser
Performing of Two Equity Indices
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Buffered Return Notes Linked to the Lesser
Performing of Two Equity Indices
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Buffered Return Notes Linked to the Lesser
Performing of Two Equity Indices
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Buffered Return Notes Linked to the Lesser
Performing of Two Equity Indices
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Buffered Return Notes Linked to the Lesser
Performing of Two Equity Indices
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Buffered Return Notes Linked to the Lesser
Performing of Two Equity Indices
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P-20
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RBC Capital Markets, LLC
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