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Registration Statement No. 333-275898
Filed Pursuant to Rule 424(b)(2) |
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Pricing Supplement
Pricing Supplement Dated June 12, 2024 to the Prospectus
dated December 20, 2023, the Prospectus Supplement dated December 20, 2023, the Underlying Supplement No. 1A dated May 16, 2024 and the
Product Supplement No. 1A dated May 16, 2024 |
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$115,000
Capped Enhanced Return Buffer Notes
Linked to the Nasdaq-100 Index®,
Due June 17, 2026
Royal Bank of Canada |
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Royal Bank
of Canada is offering Capped Enhanced Return Buffer Notes (the “Notes”) linked to the performance of the Nasdaq-100 Index®
(the “Underlier”).
| · | Capped Enhanced Return Potential — If the Final Underlier Value is greater than the Initial
Underlier Value, at maturity, the investor will receive a return equal to 200% of the Underlier Return, subject to the Maximum Redemption
Amount of 119.20% of the principal amount of the Notes. |
| · | Contingent Return of Principal at Maturity — If the Final Underlier Value is less than or
equal to the Initial Underlier Value, but is greater than or equal to the Buffer Value (85% of the Initial Underlier Value), at maturity,
the investor will receive the principal amount of the Notes. If the Final Underlier Value is less than the Buffer Value, at maturity,
the investor will lose 1% of the principal amount of the Notes for each 1% that the Final Underlier Value is less than the Initial Underlier
Value in excess of the Buffer Percentage. |
| · | The Notes do not pay interest. |
| · | Any payments on the Notes are subject to our credit risk. |
| · | The Notes will not be listed on any securities exchange. |
CUSIP: 78017G3P4
Investing in the Notes involves a number of
risks. See “Selected Risk Considerations” beginning on page P-6 of this pricing supplement and “Risk Factors”
in the accompanying prospectus, prospectus supplement and product supplement.
None of the Securities and Exchange Commission
(the “SEC”), any state securities commission or any other regulatory body has approved or disapproved of the Notes or passed
upon the adequacy or accuracy of this pricing supplement. Any representation to the contrary is a criminal offense. The Notes will not
constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other Canadian
or U.S. governmental agency or instrumentality. The Notes are not bail-inable notes and are not subject to conversion into our common
shares under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act.
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Per Note |
Total |
Price to public(1) |
100.00% |
$115,000 |
Underwriting discounts and commissions(1) |
1.989% |
$2,287.50 |
Proceeds to Royal Bank of Canada |
98.011% |
$112,712.50 |
(1) We or one of our affiliates may
pay varying selling concessions of up to $22.50 per $1,000 principal amount of Notes in connection with the distribution of the Notes
to other registered broker-dealers. Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some
or all of their underwriting discount or selling concessions. The public offering price for investors purchasing the Notes in these accounts
may be between $977.50 and $1,000.00 per $1,000 principal amount of Notes. In addition, we or one of our affiliates may pay a broker-dealer
that is not affiliated with us a referral fee of up to $3.00 per $1,000 principal amount of Notes. See “Supplemental Plan of Distribution
(Conflicts of Interest)” below.
The initial estimated value of the Notes determined by us as of the Trade
Date, which we refer to as the initial estimated value, is $966.11 per $1,000 principal amount of Notes and is less than the public offering
price of the Notes. The market value of the Notes at any time will reflect many factors, cannot be predicted with accuracy and may be
less than this amount. We describe the determination of the initial estimated value in more detail below.
RBC Capital Markets, LLC
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Capped Enhanced Return Buffer Notes Linked to the Nasdaq-100 Index® |
KEY TERMS
The information in this “Key Terms”
section is qualified by the more detailed information set forth in this pricing supplement and in the accompanying prospectus, prospectus
supplement, underlying supplement and product supplement.
Issuer: |
Royal Bank of Canada |
Underwriter: |
RBC Capital Markets, LLC (“RBCCM”) |
Underlier: |
The Nasdaq-100 Index® |
|
Bloomberg Ticker |
Initial Underlier Value(1) |
Buffer Value(2) |
|
NDX |
19,465.18 |
16,545.40 |
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(1) The closing value of the Underlier on the Trade Date |
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(2) 85% of the Initial Underlier Value (rounded to two decimal places) |
Minimum Investment: |
$1,000 and minimum denominations of $1,000 in excess thereof |
Trade Date: |
June 12, 2024 |
Issue Date: |
June 17, 2024 |
Valuation Date:* |
June 12, 2026 |
Maturity Date:* |
June 17, 2026 |
Payment at Maturity: |
The investor will receive on the Maturity Date
per $1,000 principal amount of Notes:
· If
the Final Underlier Value is greater than the Initial Underlier Value, an amount equal to the lesser of:
1. $1,000
+ ($1,000 × Underlier Return × Participation Rate); and
2. the
Maximum Redemption Amount
· If
the Final Underlier Value is less than or equal to the Initial Underlier Value, but is greater than or equal to
the Buffer Value: $1,000
· If
the Final Underlier Value is less than the Buffer Value, an amount equal to:
$1,000 + [$1,000 × (Underlier Return
+ Buffer Percentage)]
If the Final Underlier Value is less than
the Buffer Value, you will lose some or a substantial portion of your principal amount at maturity. All payments on the Notes are subject
to our credit risk. |
Participation Rate: |
200% (subject to the Maximum Redemption Amount) |
Maximum Redemption Amount: |
$1,192 (119.20% of the principal amount) |
Buffer Percentage: |
15% |
Underlier Return: |
The Underlier Return, expressed as a percentage,
is calculated using the following formula:
Final Underlier Value – Initial Underlier
Value
Initial Underlier Value |
Final Underlier Value: |
The closing value of the Underlier on the Valuation Date |
Calculation Agent: |
RBCCM |
* Subject to postponement. See “General Terms of the Notes—Postponement
of a Determination Date” and “General Terms of the Notes—Postponement of a Payment Date” in the accompanying product
supplement.
P-2 | RBC Capital Markets, LLC |
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| Capped Enhanced Return Buffer Notes Linked to the Nasdaq-100 Index® |
ADDITIONAL TERMS OF YOUR NOTES
You should read this pricing supplement together
with the prospectus dated December 20, 2023, as supplemented by the prospectus supplement dated December 20, 2023, relating to our Senior
Global Medium-Term Notes, Series J, of which the Notes are a part, the underlying supplement no. 1A dated May 16, 2024 and the product
supplement no. 1A dated May 16, 2024. This pricing supplement, together with these documents, contains the terms of the Notes and supersedes
all other prior or contemporaneous oral statements as well as any other written materials, including preliminary or indicative pricing
terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials
of ours.
We have not authorized anyone to provide any information
or to make any representations other than those contained or incorporated by reference in this pricing supplement and the documents listed
below. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give
you. These documents are an offer to sell only the Notes offered hereby, but only under circumstances and in jurisdictions where it is
lawful to do so. The information contained in each such document is current only as of its date.
If the information in this pricing supplement differs
from the information contained in the documents listed below, you should rely on the information in this pricing supplement.
You should carefully consider, among other things,
the matters set forth in “Selected Risk Considerations” in this pricing supplement and “Risk Factors” in the documents
listed below, as the Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal,
tax, accounting and other advisers before you invest in the Notes.
You may access these documents on the SEC website
at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
| · | Prospectus dated December 20, 2023: |
https://www.sec.gov/Archives/edgar/data/1000275/000119312523299520/d645671d424b3.htm
| · | Prospectus Supplement dated December 20, 2023: |
https://www.sec.gov/Archives/edgar/data/1000275/000119312523299523/d638227d424b3.htm
| · | Underlying Supplement No. 1A dated May 16, 2024: |
https://www.sec.gov/Archives/edgar/data/1000275/000095010324006773/dp211259_424b2-us1a.htm
| · | Product Supplement No. 1A dated May 16, 2024: |
https://www.sec.gov/Archives/edgar/data/1000275/000095010324006777/dp211286_424b2-ps1a.htm
Our Central Index Key, or CIK, on the SEC website
is 1000275. As used in this pricing supplement, “Royal Bank of Canada,” the “Bank,” “we,” “our”
and “us” mean only Royal Bank of Canada.
P-3 | RBC Capital Markets, LLC |
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| Capped Enhanced Return Buffer Notes Linked to the Nasdaq-100 Index® |
HYPOTHETICAL RETURNS
The table and examples set forth below illustrate
hypothetical payments at maturity for hypothetical performance of the Underlier, based on the Buffer Value of 85% of the Initial Underlier
Value, the Participation Rate of 200%, the Maximum Redemption Amount of $1,192.00 and the Buffer Percentage of 15%. The table and examples
are only for illustrative purposes and may not show the actual return applicable to a purchaser of the Notes.
Hypothetical Underlier Return |
Payment at Maturity per $1,000 Principal Amount of Notes |
Payment at Maturity as Percentage of Principal Amount |
50.00% |
$1,192.00 |
119.200% |
40.00% |
$1,192.00 |
119.200% |
30.00% |
$1,192.00 |
119.200% |
20.00% |
$1,192.00 |
119.200% |
10.00% |
$1,192.00 |
119.200% |
9.60% |
$1,192.00 |
119.200% |
5.00% |
$1,100.00 |
110.000% |
2.00% |
$1,040.00 |
104.000% |
0.00% |
$1,000.00 |
100.000% |
-5.00% |
$1,000.00 |
100.000% |
-10.00% |
$1,000.00 |
100.000% |
-15.00% |
$1,000.00 |
100.000% |
-20.00% |
$950.00 |
95.000% |
-30.00% |
$850.00 |
85.000% |
-40.00% |
$750.00 |
75.000% |
-50.00% |
$650.00 |
65.000% |
-60.00% |
$550.00 |
55.000% |
-70.00% |
$450.00 |
45.000% |
-80.00% |
$350.00 |
35.000% |
-90.00% |
$250.00 |
25.000% |
-100.00% |
$150.00 |
15.000% |
Example 1 — |
The value of the Underlier increases from the Initial Underlier Value to the Final Underlier Value by 2%. |
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Underlier Return: |
2% |
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Payment at Maturity: |
$1,000 + ($1,000 × 2% × 200%) = $1,000 + $40 = $1,040 |
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In this example, the payment at maturity is $1,040
per $1,000 principal amount of Notes, for a return of 4%.
Because the Final Underlier Value is greater
than the Initial Underlier Value, the investor receives a return equal to 200% of the Underlier Return, subject to the Maximum Redemption
Amount of 119.20% of the principal amount of the Notes. |
P-4 | RBC Capital Markets, LLC |
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| Capped Enhanced Return Buffer Notes Linked to the Nasdaq-100 Index® |
Example 2 — |
The value of the Underlier increases from the Initial Underlier Value to the Final Underlier Value by 20%, resulting in a payment equal to the Maximum Redemption Amount. |
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Underlier Return: |
20% |
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Payment at Maturity: |
$1,000 + ($1,000 × 20% × 200%) = $1,000
+ $400 = $1,400
However, the Maximum Redemption Amount is
$1,192. Accordingly, you will receive a payment at maturity equal to $1,192 per $1,000 principal amount of Notes. |
|
In this example, the payment at maturity is $1,192
per $1,000 principal amount of Notes, for a return of 19.20%, which is the maximum return on the Notes.
This example illustrates that the investor
will not receive a payment at maturity in excess of the Maximum Redemption Amount. Accordingly, the return on the Notes may be less than
the return of the Underlier. |
Example 3 — |
The value of the Underlier decreases from the Initial Underlier Value to the Final Underlier Value by 10% (i.e., the Final Underlier Value is below the Initial Underlier Value but above the Buffer Value). |
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Underlier Return: |
-10% |
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Payment at Maturity: |
$1,000 |
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In this example, the payment at maturity is $1,000
per $1,000 principal amount of Notes, for a return of 0%.
Because the Final Underlier Value is greater
than the Buffer Value, the investor receives a full return of the principal amount. |
Example 4 — |
The value of the Underlier decreases from the Initial Underlier Value to the Final Underlier Value by 50% (i.e., the Final Underlier Value is below the Buffer Value). |
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Underlier Return: |
-50% |
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Payment at Maturity: |
$1,000 + [$1,000 × (-50% + 15%)] = $1,000 – $350 = $650 |
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In this example, the payment at maturity is $650
per $1,000 principal amount of Notes, representing a loss of 35% of your principal amount.
Because the Final Underlier Value is less
than the Buffer Value, the investor does not receive a full return of the principal amount. |
Investors in the Notes could lose some or
a substantial portion of their principal amount at maturity.
P-5 | RBC Capital Markets, LLC |
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| Capped Enhanced Return Buffer Notes Linked to the Nasdaq-100 Index® |
SELECTED RISK CONSIDERATIONS
An investment in the Notes involves significant
risks. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Notes. Some of the risks
that apply to an investment in the Notes are summarized below, but we urge you to read also the “Risk Factors” sections of
the accompanying prospectus, prospectus supplement and product supplement. You should not purchase the Notes unless you understand and
can bear the risks of investing in the Notes.
Risks Relating to the Terms and Structure of
the Notes
| · | You May Lose a Substantial Portion of the Principal Amount at Maturity — If the Final Underlier
Value is less than the Buffer Value, you will lose 1% of the principal amount of your Notes for each 1% that the Final Underlier Value
is less than the Initial Underlier Value in excess of the Buffer Percentage. Investors in the Notes could lose some or a substantial portion
of their principal amount at maturity. |
| · | Your Potential Payment at Maturity Is Limited — The payment at maturity will not exceed the
Maximum Redemption Amount, regardless of any appreciation in the value of the Underlier, which may be significant. Accordingly, your return
on the Notes may be less than your return would be if you made an investment in a security directly linked to the positive performance
of the Underlier. |
| · | The Notes Do Not Pay Interest, and Your Return on the Notes May Be Lower Than the Return on a Conventional
Debt Security of Comparable Maturity — There will be no periodic interest payments on the Notes as there would be on a conventional
fixed-rate or floating-rate debt security having the same maturity. The return that you will receive on the Notes, which could be negative,
may be less than the return you could earn on other investments. Even if your return is positive, your return may be less than the return
you would earn if you purchased one of our conventional senior interest-bearing debt securities. |
| · | Payments on the Notes Are Subject to Our Credit Risk, and Market Perceptions about Our Creditworthiness
May Adversely Affect the Market Value of the Notes — The Notes are our senior unsecured debt securities, and your receipt of
any amounts due on the Notes is dependent upon our ability to pay our obligations as they come due. If we were to default on our payment
obligations, you may not receive any amounts owed to you under the Notes and you could lose your entire investment. In addition, any negative
changes in market perceptions about our creditworthiness may adversely affect the market value of the Notes. |
| · | Any Payment on the Notes Will Be Determined Based on the Closing Values of the Underlier on the Dates
Specified — Any payment on the Notes will be determined based on the closing values of the Underlier on the dates specified.
You will not benefit from any more favorable value of the Underlier determined at any other time. |
| · | The U.S. Federal Income Tax Consequences of an Investment in the Notes Are Uncertain — There
is no direct legal authority regarding the proper U.S. federal income tax treatment of the Notes, and significant aspects of the tax treatment
of the Notes are uncertain. You should review carefully the section entitled “United States Federal Income Tax Considerations”
herein, in combination with the section entitled “United States Federal Income Tax Considerations” in the accompanying product
supplement, and consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the Notes. |
Risks Relating to the Initial Estimated Value
of the Notes and the Secondary Market for the Notes
| · | There May Not Be an Active Trading Market for the Notes; Sales in the Secondary Market May Result in
Significant Losses — There may be little or no secondary market for the Notes. The Notes will not be listed on any securities
exchange. RBCCM and our other affiliates may make a market for the Notes; however, they are not required to do so and, if they choose
to do so, may stop any market-making activities at any time. Because other dealers are not likely to make a secondary market for the Notes,
the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which RBCCM or any of our other affiliates
is willing to buy the Notes. Even if a secondary market for the Notes develops, it may not provide enough liquidity to allow you to easily
trade or sell the Notes. We |
P-6 | RBC Capital Markets, LLC |
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| Capped Enhanced Return Buffer Notes Linked to the Nasdaq-100 Index® |
expect that transaction
costs in any secondary market would be high. As a result, the difference between bid and ask prices for your Notes in any secondary market
could be substantial. If you sell your Notes before maturity, you may have to do so at a substantial discount from the price that you
paid for them, and as a result, you may suffer significant losses. The Notes are not designed to be short-term trading instruments. Accordingly,
you should be able and willing to hold your Notes to maturity.
| · | The Initial Estimated Value of the Notes Is Less Than the Public Offering Price — The initial
estimated value of the Notes is less than the public offering price of the Notes and does not represent a minimum price at which we, RBCCM
or any of our other affiliates would be willing to purchase the Notes in any secondary market (if any exists) at any time. If you attempt
to sell the Notes prior to maturity, their market value may be lower than the price you paid for them and the initial estimated value.
This is due to, among other things, changes in the value of the Underlier, the internal funding rate we pay to issue securities of this
kind (which is lower than the rate at which we borrow funds by issuing conventional fixed rate debt) and the inclusion in the public offering
price of the underwriting discount, the referral fee, our estimated profit and the estimated costs relating to our hedging of the Notes.
These factors, together with various credit, market and economic factors over the term of the Notes, are expected to reduce the price
at which you may be able to sell the Notes in any secondary market and will affect the value of the Notes in complex and unpredictable
ways. Assuming no change in market conditions or any other relevant factors, the price, if any, at which you may be able to sell your
Notes prior to maturity may be less than your original purchase price, as any such sale price would not be expected to include the underwriting
discount, the referral fee, our estimated profit or the hedging costs relating to the Notes. In addition, any price at which you may sell
the Notes is likely to reflect customary bid-ask spreads for similar trades. In addition to bid-ask spreads, the value of the Notes determined
for any secondary market price is expected to be based on a secondary market rate rather than the internal funding rate used to price
the Notes and determine the initial estimated value. As a result, the secondary market price will be less than if the internal funding
rate were used. |
| · | The Initial Estimated Value of the Notes Is Only an Estimate, Calculated as of the Trade Date —
The initial estimated value of the Notes is based on the value of our obligation to make the payments on the Notes, together with the
mid-market value of the derivative embedded in the terms of the Notes. See “Structuring the Notes” below. Our estimate is
based on a variety of assumptions, including our internal funding rate (which represents a discount from our credit spreads), expectations
as to dividends, interest rates and volatility and the expected term of the Notes. These assumptions are based on certain forecasts about
future events, which may prove to be incorrect. Other entities may value the Notes or similar securities at a price that is significantly
different than we do. |
The value of the Notes at any time after
the Trade Date will vary based on many factors, including changes in market conditions, and cannot be predicted with accuracy. As a result,
the actual value you would receive if you sold the Notes in any secondary market, if any, should be expected to differ materially from
the initial estimated value of the Notes.
Risks Relating to Conflicts of Interest and
Our Trading Activities
| · | Our and Our Affiliates’ Business and Trading Activities May Create Conflicts of Interest
— You should make your own independent investigation of the merits of investing in the Notes. Our and our affiliates’ economic
interests are potentially adverse to your interests as an investor in the Notes due to our and our affiliates’ business and trading
activities, and we and our affiliates have no obligation to consider your interests in taking any actions that might affect the value
of the Notes. Trading by us and our affiliates may adversely affect the value of the Underlier and the market value of the Notes. See
“Risk Factors—Risks Relating to Conflicts of Interest” in the accompanying product supplement. |
| · | RBCCM’s Role as Calculation Agent May Create Conflicts of Interest — As Calculation
Agent, our affiliate, RBCCM, will determine any values of the Underlier and make any other determinations necessary to calculate any payments
on the Notes. In making these determinations, the Calculation Agent may be required to make discretionary judgments, including those described
under “—Risks Relating to the Underlier” below. In making these discretionary judgments, the economic interests of the
Calculation Agent are potentially adverse to your interests as an investor in the Notes, and any of these determinations may adversely
affect any payments on the Notes. The Calculation Agent will have no obligation to consider your interests as an investor in the Notes
in making any determinations with respect to the Notes. |
P-7 | RBC Capital Markets, LLC |
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| Capped Enhanced Return Buffer Notes Linked to the Nasdaq-100 Index® |
Risks Relating to the Underlier
| · | You Will Not Have Any Rights to the Securities Included in the Underlier — As an investor
in the Notes, you will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to
the securities included in the Underlier. The Underlier is a price return index and its return does not reflect regular cash dividends
paid by its components. |
| · | The Notes Are Subject to Risks Relating to Non-U.S. Securities — Because some of the equity
securities composing the Underlier are issued by non-U.S. issuers, an investment in the Notes involves risks associated with the home
countries of those issuers. The prices of securities of non-U.S. companies may be affected by political, economic, financial and social
factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws. |
| · | We May Accelerate the Notes If a Change-in-Law Event Occurs — Upon the occurrence of legal
or regulatory changes that may, among other things, prohibit or otherwise materially restrict persons from holding the Notes or the Underlier
or its components, or engaging in transactions in them, the Calculation Agent may determine that a change-in-law-event has occurred and
accelerate the Maturity Date for a payment determined by the Calculation Agent in its sole discretion. Any amount payable upon acceleration
could be significantly less than any amount that would be due on the Notes if they were not accelerated. However, if the Calculation Agent
elects not to accelerate the Notes, the value of, and any amount payable on, the Notes could be adversely affected, perhaps significantly,
by the occurrence of such legal or regulatory changes. See “General Terms of Notes—Change-in-Law Events” in the accompanying
product supplement. |
| · | Any Payment on the Notes May Be Postponed and Adversely Affected by the Occurrence of a Market Disruption
Event — The timing and amount of any payment on the Notes is subject to adjustment upon the occurrence of a market disruption
event affecting the Underlier. If a market disruption event persists for a sustained period, the Calculation Agent may make a determination
of the closing value of the Underlier. See “General Terms of the Notes—Indices—Market Disruption Events,” “General
Terms of the Notes—Postponement of a Determination Date” and “General Terms of the Notes—Postponement of a Payment
Date” in the accompanying product supplement. |
| · | Adjustments to the Underlier Could Adversely Affect Any Payments on the Notes — The sponsor
of the Underlier may add, delete, substitute or adjust the securities composing the Underlier or make other methodological changes to
the Underlier that could affect its performance. The Calculation Agent will calculate the value to be used as the closing value of the
Underlier in the event of certain material changes in, or modifications to, the Underlier. In addition, the sponsor of the Underlier may
also discontinue or suspend calculation or publication of the Underlier at any time. Under these circumstances, the Calculation Agent
may select a successor index that the Calculation Agent determines to be comparable to the Underlier or, if no successor index is available,
the Calculation Agent will determine the value to be used as the closing value of the Underlier. Any of these actions could adversely
affect the value of the Underlier and, consequently, the value of the Notes. See “General Terms of the Notes—Indices—Discontinuation
of, or Adjustments to, an Index” in the accompanying product supplement. |
P-8 | RBC Capital Markets, LLC |
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| Capped Enhanced Return Buffer Notes Linked to the Nasdaq-100 Index® |
INFORMATION REGARDING THE UNDERLIER
The Underlier is a modified market capitalization-weighted
index that is designed to measure the performance of 100 of the largest non-financial companies listed on The Nasdaq Stock Market. For
more information about the Underlier, see “Indices—The Nasdaq-100 Index®” in the accompanying underlying
supplement.
Historical Information
The following graph sets forth historical closing
values of the Underlier for the period from January 1, 2014 to June 12, 2024. The red line represents the Buffer Value. We obtained the
information in the graph from Bloomberg Financial Markets, without independent investigation. We cannot give you assurance that the
performance of the Underlier will result in the return of all of your initial investment.
Nasdaq-100 Index®
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
P-9 | RBC Capital Markets, LLC |
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| Capped Enhanced Return Buffer Notes Linked to the Nasdaq-100 Index® |
UNITED STATES FEDERAL INCOME
TAX CONSIDERATIONS
You should review carefully the section in the
accompanying product supplement entitled “United States Federal Income Tax Considerations.” The following discussion, when
read in combination with that section, constitutes the full opinion of our counsel, Davis Polk & Wardwell LLP, regarding the material
U.S. federal income tax consequences of owning and disposing of the Notes.
Generally, this discussion assumes that you purchased
the Notes for cash in the original issuance at the stated issue price and does not address other circumstances specific to you, including
consequences that may arise due to any other investments relating to the Underlier. You should consult your tax adviser regarding the
effect any such circumstances may have on the U.S. federal income tax consequences of your ownership of a Note.
In the opinion of our counsel, it is reasonable
to treat the Notes for U.S. federal income tax purposes as prepaid financial contracts that are “open transactions,” as described
in the section entitled “United States Federal Income Tax Considerations—Tax Consequences to U.S. Holders—Notes Treated
as Prepaid Financial Contracts that are Open Transactions” in the accompanying product supplement. There is uncertainty regarding
this treatment, and the Internal Revenue Service (the “IRS”) or a court might not agree with it. A different tax treatment
could be adverse to you. Generally, if this treatment is respected, (i) you should not recognize taxable income or loss prior to the taxable
disposition of your Notes (including upon maturity or an earlier redemption, if applicable) and (ii) the gain or loss on your Notes should
be treated as short-term capital gain or loss unless you have held the Notes for more than one year, in which case your gain or loss should
be treated as long-term capital gain or loss.
We do not plan to request a ruling from the IRS
regarding the treatment of the Notes. An alternative characterization of the Notes could materially and adversely affect the tax consequences
of ownership and disposition of the Notes, including the timing and character of income recognized. In addition, the U.S. Treasury Department
and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts”
and similar financial instruments and have indicated that such transactions may be the subject of future regulations or other guidance.
Furthermore, members of Congress have proposed legislative changes to the tax treatment of derivative contracts. Any legislation, Treasury
regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences
of an investment in the Notes, possibly with retroactive effect.
Non-U.S. Holders. As discussed under “United
States Federal Income Tax Considerations—Tax Consequences to Non-U.S. Holders—Dividend Equivalents under Section 871(m) of
the Code” in the accompanying product supplement, Section 871(m) of the Internal Revenue Code and Treasury regulations promulgated
thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents paid or deemed paid to Non-U.S.
Holders with respect to certain financial instruments linked to U.S. equities or indices that include U.S. equities. The Treasury regulations,
as modified by an IRS notice, exempt financial instruments issued prior to January 1, 2027 that do not have a “delta” of one.
Based on certain determinations made by us, our counsel is of the opinion that Section 871(m) should not apply to the Notes with regard
to Non-U.S. Holders. Our determination is not binding on the IRS, and the IRS may disagree with this determination.
We will not be required to pay any additional amounts
with respect to U.S. federal withholding taxes.
You should consult your tax adviser regarding the
U.S. federal income tax consequences of an investment in the Notes, including possible alternative treatments, as well as tax consequences
arising under the laws of any state, local or non-U.S. taxing jurisdiction.
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| Capped Enhanced Return Buffer Notes Linked to the Nasdaq-100 Index® |
SUPPLEMENTAL PLAN OF DISTRIBUTION
(CONFLICTS OF INTEREST)
The Notes are offered initially to investors at
a purchase price equal to par, except with respect to certain accounts as indicated on the cover page of this pricing supplement. We or
one of our affiliates may pay the underwriting discount and may pay a broker-dealer that is not affiliated with us a referral fee, in
each case as set forth on the cover page of this pricing supplement.
The value of the Notes shown on your account statement
may be based on RBCCM’s estimate of the value of the Notes if RBCCM or another of our affiliates were to make a market in the Notes
(which it is not obligated to do). That estimate will be based on the price that RBCCM may pay for the Notes in light of then-prevailing
market conditions, our creditworthiness and transaction costs. For a period of approximately three months after the Issue Date, the value
of the Notes that may be shown on your account statement may be higher than RBCCM’s estimated value of the Notes at that time. This
is because the estimated value of the Notes will not include the underwriting discount, the referral fee or our hedging costs and profits;
however, the value of the Notes shown on your account statement during that period may initially be a higher amount, reflecting the addition
of the underwriting discount, the referral fee and our estimated costs and profits from hedging the Notes. This excess is expected to
decrease over time until the end of this period. After this period, if RBCCM repurchases your Notes, it expects to do so at prices that
reflect their estimated value.
RBCCM or another of its affiliates or agents may
use this pricing supplement in the initial sale of the Notes. In addition, RBCCM or another of our affiliates may use this pricing supplement
in a market-making transaction in the Notes after their initial sale. Unless we or our agent informs the purchaser otherwise in
the confirmation of sale, this pricing supplement is being used in a market-making transaction.
For additional information about the settlement
cycle of the Notes, see “Plan of Distribution” in the accompanying prospectus. For additional information as to the relationship
between us and RBCCM, see the section “Plan of Distribution—Conflicts of Interest” in the accompanying prospectus.
STRUCTURING THE NOTES
The Notes are our debt securities. As is the case
for all of our debt securities, including our structured notes, the economic terms of the Notes reflect our actual or perceived creditworthiness.
In addition, because structured notes result in increased operational, funding and liability management costs to us, we typically borrow
the funds under structured notes at a rate that is lower than the rate that we might pay for a conventional fixed or floating rate debt
security of comparable maturity. The lower internal funding rate, the underwriting discount, the referral fee and the hedging-related
costs relating to the Notes reduce the economic terms of the Notes to you and result in the initial estimated value for the Notes being
less than their public offering price. Unlike the initial estimated value, any value of the Notes determined for purposes of a secondary
market transaction may be based on a secondary market rate, which may result in a lower value for the Notes than if our initial internal
funding rate were used.
In order to satisfy our payment obligations under
the Notes, we may choose to enter into certain hedging arrangements (which may include call options, put options or other derivatives)
with RBCCM and/or one of our other subsidiaries. The terms of these hedging arrangements take into account a number of factors, including
our creditworthiness, interest rate movements, volatility and the tenor of the Notes. The economic terms of the Notes and the initial
estimated value depend in part on the terms of these hedging arrangements.
See “Selected Risk Considerations—Risks
Relating to the Initial Estimated Value of the Notes and the Secondary Market for the Notes—The Initial Estimated Value of the Notes
Is Less Than the Public Offering Price” above.
VALIDITY OF THE NOTES
In the opinion of Norton Rose Fulbright Canada
LLP, as Canadian counsel to the Bank, the issue and sale of the Notes has been duly authorized by all necessary corporate action of the
Bank in conformity with the indenture, and when the Notes have been duly executed, authenticated and issued in accordance with the Indenture
and delivered against payment therefor, the Notes will be validly issued and, to the extent validity of the Notes is a matter governed
by the laws of the
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| Capped Enhanced Return Buffer Notes Linked to the Nasdaq-100 Index® |
Province of Ontario or Québec, or the federal
laws of Canada applicable therein, will be valid obligations of the Bank, subject to the following limitations: (i) the enforceability
of the indenture may be limited by the Canada Deposit Insurance Corporation Act (Canada), the Winding-up and Restructuring Act (Canada)
and bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement or winding-up laws or other similar laws of general
application affecting the enforcement of creditors’ rights generally; (ii) the enforceability of the indenture is subject to general
equitable principles, including the principle that the availability of equitable remedies, such as specific performance and injunction,
may only be granted at the discretion of a court of competent jurisdiction; (iii) under applicable limitations statutes generally, including
that the enforceability of the indenture will be subject to the limitations contained in the Limitations Act, 2002 (Ontario), and such
counsel expresses no opinion as to whether a court may find any provision of the indenture to be unenforceable as an attempt to vary or
exclude a limitation period under such applicable limitations statutes; (iv) rights to indemnity and contribution under the Notes or the
indenture which may be limited by applicable law; and (v) courts in Canada are precluded from giving a judgment in any currency other
than the lawful money of Canada and such judgment may be based on a rate of exchange in existence on a day other than the day of payment,
as prescribed by the Currency Act (Canada). This opinion is given as of the date hereof and is limited to the laws of the Provinces of
Ontario and Québec and the federal laws of Canada applicable therein. In addition, this opinion is subject to customary assumptions
about the trustee’s authorization, execution and delivery of the indenture and the genuineness of signatures and to such counsel’s
reliance on the Bank and other sources as to certain factual matters, all as stated in the opinion letter of such counsel dated December
20, 2023, which has been filed as Exhibit 5.3 to the Bank’s Form 6-K filed with the SEC dated December 20, 2023.
In the opinion of Davis Polk & Wardwell LLP,
as special United States products counsel to the Bank, when the Notes offered by this pricing supplement have been issued by the Bank
pursuant to the indenture, the trustee has made, in accordance with the indenture, the appropriate notation to the master note evidencing
such Notes (the “master note”), and such Notes have been delivered against payment as contemplated herein, such Notes will
be valid and binding obligations of the Bank, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency
and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability
(including, without limitation, concepts of good faith, fair dealing and the lack of bad faith) and possible judicial or regulatory actions
or applications giving effect to governmental actions or foreign laws affecting creditors’ rights, provided that such counsel expresses
no opinion as to (i) the enforceability of any waiver of rights under any usury or stay law or (ii) the effect of fraudulent conveyance,
fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof
and is limited to the laws of the State of New York. Insofar as the foregoing opinion involves matters governed by the laws of the Provinces
of Ontario and Québec and the federal laws of Canada, you have received, and we understand that you are relying upon, the opinion
of Norton Rose Fulbright Canada LLP, Canadian counsel for the Bank, set forth above. In addition, this opinion is subject to customary
assumptions about the trustee’s authorization, execution and delivery of the indenture and the authentication of the master note
and the validity, binding nature and enforceability of the indenture with respect to the trustee, all as stated in the opinion of Davis
Polk & Wardwell LLP dated May 16, 2024, which has been filed as an exhibit to the Bank’s Form 6-K filed with the SEC on May
16, 2024.
P-12 | RBC Capital Markets, LLC |
Exhibit 107.1
The
pricing supplement to which this Exhibit is attached is a final prospectus for the related offering(s). The maximum aggregate offering
price of the related offering(s) is $115,000.
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