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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 25, 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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$340,000
Capped Return Notes
Linked to the SPDR® Gold Trust,
Due June 28, 2029
Royal
Bank of Canada
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Royal Bank of Canada is offering Capped Return
Notes (the “Notes”) linked to the performance of the SPDR® Gold Trust (the “Underlier”).
| · | Capped Return Potential — If the Final Underlier Value is greater than the Initial Underlier
Value, at maturity, the investor will receive a return equal to 100% of the Underlier Return, subject to the Maximum Redemption Amount
of 155% of the principal amount of the Notes. |
| · | Return of Principal at Maturity — If the Final Underlier Value is less than or equal to the
Initial Underlier Value, at maturity, the investor will receive only the principal amount of the Notes, with no additional return. |
| · | 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: 78017G5T4
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% |
$340,000 |
Underwriting discounts and commissions(1) |
3.50% |
$11,900 |
Proceeds to Royal Bank of Canada |
96.50% |
$328,100 |
(1) We or one of our affiliates may
pay varying selling concessions of up to $35.00 per $1,000 principal amount of Notes in connection with the distribution of the Notes
to other registered broker-dealers. Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some
or all of their underwriting discount or selling concessions. The public offering price for investors purchasing the Notes in these accounts
may be between $965.00 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 $12.50 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 $946.81 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.
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| Capped Return Notes Linked to the SPDR® Gold Trust |
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 SPDR® Gold Trust |
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Bloomberg Ticker |
Initial Underlier Value(1) |
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GLD UP |
$214.56 |
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(1) The closing value of the Underlier on the Trade Date |
Minimum Investment: |
$1,000 and minimum denominations of $1,000 in excess thereof |
Trade Date: |
June 25, 2024 |
Issue Date: |
June 28, 2024 |
Valuation Date:* |
June 25, 2029 |
Maturity Date:* |
June 28, 2029 |
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: $1,000
All payments on the Notes are subject to our
credit risk.
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Participation Rate: |
100% (subject to the Maximum Redemption Amount) |
Maximum Redemption Amount: |
$1,550 (155% of the principal amount) |
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 |
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* 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 Return Notes Linked to the SPDR® Gold Trust |
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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HYPOTHETICAL RETURNS
The table and examples set forth below illustrate
hypothetical payments at maturity for hypothetical performance of the Underlier, based on the Participation Rate of 100% and the Maximum
Redemption Amount of $1,550.00. 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 |
70.00% |
$1,550.00 |
155.000% |
60.00% |
$1,550.00 |
155.000% |
55.00% |
$1,550.00 |
155.000% |
50.00% |
$1,500.00 |
150.000% |
40.00% |
$1,400.00 |
140.000% |
30.00% |
$1,300.00 |
130.000% |
20.00% |
$1,200.00 |
120.000% |
10.00% |
$1,100.00 |
110.000% |
5.00% |
$1,050.00 |
105.000% |
2.00% |
$1,020.00 |
102.000% |
0.00% |
$1,000.00 |
100.000% |
-5.00% |
$1,000.00 |
100.000% |
-10.00% |
$1,000.00 |
100.000% |
-20.00% |
$1,000.00 |
100.000% |
-30.00% |
$1,000.00 |
100.000% |
-40.00% |
$1,000.00 |
100.000% |
-50.00% |
$1,000.00 |
100.000% |
-60.00% |
$1,000.00 |
100.000% |
-70.00% |
$1,000.00 |
100.000% |
-80.00% |
$1,000.00 |
100.000% |
-90.00% |
$1,000.00 |
100.000% |
-100.00% |
$1,000.00 |
100.000% |
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% × 100%) = $1,000 + $20 = $1,020 |
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In this example, the payment at maturity is $1,020
per $1,000 principal amount of Notes, for a return of 2%.
Because the Final Underlier Value is greater than
the Initial Underlier Value, the investor receives a return equal to 100% of the Underlier Return, subject to the Maximum Redemption Amount
of 155% of the principal amount of the Notes.
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P-4 | RBC Capital Markets, LLC |
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Example 2 — |
The value of the Underlier increases from the Initial Underlier Value to the Final Underlier Value by 70%, resulting in a payment equal to the Maximum Redemption Amount. |
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Underlier Return: |
70% |
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Payment at Maturity: |
$1,000 + ($1,000 × 70% × 100%) = $1,000
+ $700 = $1,700
However, the Maximum Redemption Amount is $1,550.
Accordingly, you will receive a payment at maturity equal to $1,550 per $1,000 principal amount of Notes.
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In this example, the payment at maturity is $1,550
per $1,000 principal amount of Notes, for a return of 55%, 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.
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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). |
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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 less than
the Initial Underlier Value, the investor receives only the principal amount, with no additional return.
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P-5 | RBC Capital Markets, LLC |
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| Capped Return Notes Linked to the SPDR® Gold Trust |
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 Not Receive a Positive Return on the Principal Amount at Maturity — If the Final
Underlier Value is less than the Initial Underlier Value, you will receive only the principal amount of the Notes, with no additional
return. |
| · | 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 zero,
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. |
| · | You May Be Required to Recognize Taxable Income on the Notes Prior to Maturity — If you are
a U.S. investor in a Note, under the treatment of a Note as a contingent payment debt instrument, you will generally be required to recognize
taxable interest income in each year that you hold the Note. In addition, any gain you recognize under the rules applicable to contingent
payment debt instruments will generally be treated as ordinary interest income rather than capital gain. 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 Return Notes Linked to the SPDR® Gold Trust |
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 Return Notes Linked to the SPDR® Gold Trust |
Risks Relating to the Underlier
| · | You Will Not Have Any Rights to the Underlier or the Gold Held by 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 Underlier or any rights with respect to the gold held by the Underlier. |
| · | Investing in the Notes Linked to the Underlier Is Not the Same as Investing Directly in Gold —
The performance of the Underlier will not exactly replicate the performance of gold. The Underlier is subject to management risk, which
is the risk that the investment strategy for the Underlier, the implementation of which is subject to a number of constraints, may not
produce the intended results. The Underlier does not generate any income, and because it regularly sells gold to pay for its ongoing expenses,
the amount of gold represented by each share of the Underlier will gradually decline over time. Additionally, there is a risk that part
or all of the Underlier’s holding in gold could be lost, damaged or stolen, and access to gold could be restricted due to war, terrorism,
theft, natural disaster or otherwise. In addition, because the shares of the Underlier are traded on a securities exchange and are subject
to market supply and investor demand, the market value of one share of the Underlier may differ from the net asset value per share of
the Underlier. |
The performance of the Underlier may
diverge significantly from the performance of gold due to differences in trading hours between the Underlier and gold or other circumstances.
During periods of market volatility, gold may be unavailable in the secondary market, market participants may be unable to calculate accurately
the intraday net asset value per share of the Underlier and the liquidity of the Underlier may be adversely affected. This kind of market
volatility may also disrupt the ability of market participants to create and redeem shares in the Underlier. Further, market volatility
may adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell shares of the Underlier.
As a result, under these circumstances, the market value of the Underlier may vary substantially from the net asset value per share. For
all of the foregoing reasons, the performance of the Underlier may not correlate with gold as well as its net asset value per share of
the Underlier.
| · | The Notes Are Subject to Risks Associated With Gold — The investment objective of the Underlier
is to reflect the performance of the price of gold bullion, less the expenses of the Underlier’s operations. The market for gold
bullion is global, and gold prices are subject to volatile price movements over short periods of time and are affected by numerous factors,
including global demand for and supply of gold and macroeconomic factors, such as the structure of and confidence in the global monetary
system, expectations regarding the future rate of inflation, the relative strength of, and confidence in, the U.S. dollar (the currency
in which the price of gold is usually quoted), interest rates, gold borrowing and lending rates and global or regional economic, financial,
political, regulatory, judicial or other events. Gold prices may be affected by industry factors, such as industrial and jewelry demand
as well as lending, sales and purchases of gold by the official sector, including central banks and other governmental agencies and multilateral
institutions that hold gold. Additionally, gold prices may be affected by levels of gold production, production costs and short-term changes
in supply and demand due to trading activities in the gold market. From time to time, above-ground inventories of gold may also influence
the market. Gold prices may also be affected by any gold pricing or auction methodologies used widely by the market, which methodologies
may change from time to time. It is not possible to predict the aggregate effect of all or any combination of these factors. The price
of gold has recently been, and may continue to be, extremely volatile. |
| · | 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 discretionary
determination of the closing value of the Underlier. See “General Terms of the Notes—Reference Stocks and Funds—Market
Disruption Events,” “General Terms of the Notes—Postponement of a Determination Date” and “General Terms
of the Notes—Postponement of a Payment Date” in the accompanying product supplement. |
| · | Adjustments to the Underlier Could Adversely Affect Any Payments on the Notes — The investment
adviser of the Underlier make changes to its investment strategy at any time. Any of these actions could adversely affect the value of
the Underlier and, consequently, the value of the Notes. |
P-8 | RBC Capital Markets, LLC |
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| Capped Return Notes Linked to the SPDR® Gold Trust |
| · | Anti-dilution Protection Is Limited, and the Calculation Agent Has Discretion to Make Anti-dilution
Adjustments — The Calculation Agent may in its sole discretion make adjustments affecting any amounts payable on the Notes upon
the occurrence of certain events with respect to the Underlier that the Calculation Agent determines have a diluting or concentrative
effect on the theoretical value of the Underlier. However, the Calculation Agent might not make adjustments in response to all such events
that could affect the Underlier. The occurrence of any such event and any adjustment made by the Calculation Agent (or a determination
by the Calculation Agent not to make any adjustment) may adversely affect the market price of, and any amounts payable on, the Notes.
See “General Terms of the Notes—Reference Stocks and Funds—Anti-dilution Adjustments” in the accompanying product
supplement. |
| · | Reorganization or Other Events Could Adversely Affect the Value of the Notes or Result in the Notes
Being Accelerated — If the Underlier is delisted or terminated, the Calculation Agent may select a successor Fund. In addition,
upon the occurrence of certain reorganization or other events affecting the Underlier, the Calculation Agent may make adjustments that
result in payments on the Notes being based on the performance of (i) cash, securities of another issuer and/or other property distributed
to holders of the Underlier upon the occurrence of that event or (ii) in the case of a reorganization event in which only cash is distributed
to holders of the Underlier, a substitute security, if the Calculation Agent elects to select one. Any of these actions could adversely
affect the value of the Underlier and, consequently, the value of the Notes. Alternatively, the Calculation Agent may accelerate the Maturity
Date for a payment determined by the Calculation Agent. Any amount payable upon acceleration could be significantly less than any amount
that would be due on the Notes if they were not accelerated. However, if the Calculation Agent elects not to accelerate the Notes, the
value of, and any amount payable on, the Notes could be adversely affected, perhaps significantly. See “General Terms of the Notes—Reference
Stocks and Funds—Anti-dilution Adjustments—Reorganization Events” and “General Terms of the Notes—Reference
Stocks and Funds—Discontinuation of, or Adjustments to, a Fund” in the accompanying product supplement. |
P-9 | RBC Capital Markets, LLC |
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| Capped Return Notes Linked to the SPDR® Gold Trust |
INFORMATION REGARDING THE UNDERLIER
According to publicly available information, the
Underlier is an investment trust sponsored by World Gold Trust Services, LLC, whose investment objective is to reflect the performance
of the price of gold bullion, less expenses. The Underlier holds gold bars and from time to time, issues blocks of shares in exchange
for deposits of gold and distributes gold in connection with the redemption of blocks of shares. For more information about the Underlier,
see “Exchange-Traded Funds—The SPDR® Gold Trust” 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 25, 2024. 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 a positive return on your initial investment.
SPDR® Gold Trust
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
P-10 | RBC Capital Markets, LLC |
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| Capped Return Notes Linked to the SPDR® Gold Trust |
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.
Based on current market conditions, we intend
to treat the Notes for U.S. federal income tax purposes as contingent payment debt instruments, or “CPDIs,” as described
in “United States Federal Income Tax Considerations—Tax Consequences to U.S. Holders—Notes Treated as Debt Instruments—Notes
Treated as Contingent Payment Debt Instruments” in the accompanying product supplement. Assuming this treatment is respected, regardless
of your method of accounting for U.S. federal income tax purposes, you generally will be required to accrue interest income in each year
on a constant yield to maturity basis at the “comparable yield,” as determined by us, adjusted upward or downward to reflect
the difference, if any, between the actual and projected payments on the Notes during the year. Upon a taxable disposition of a Note,
you generally will recognize taxable income or loss equal to the difference between the amount received and your tax basis in the Notes.
You generally must treat any income realized as interest income and any loss as ordinary loss to the extent of previous interest inclusions,
and the balance as capital loss, the deductibility of which is subject to limitations.
After the original issue date, you may obtain the
comparable yield and the projected payment schedule by requesting them from RBCCM at 1-877-688-2301.
Neither the comparable yield nor the projected
payment schedule constitutes a representation by us regarding the actual amount(s) that we will pay on the Notes.
Non-U.S. Holders. If you are a Non-U.S.
Holder, please also read the section entitled “United States Federal Income Tax Considerations—Tax Consequences to Non-U.S.
Holders— Notes Treated as Debt Instruments” in the accompanying product supplement.
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. Because the Notes reference an exchange-traded
fund, and neither the fund nor any of its holdings is treated for U.S. federal income tax purposes as a U.S. equity, payment on the Notes
to Non-U.S. Holders should not be subject to Section 871(m).
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, as well as tax consequences arising under the laws of any state, local
or non-U.S. taxing jurisdiction.
SUPPLEMENTAL PLAN OF DISTRIBUTION
(CONFLICTS OF INTEREST)
The Notes are offered initially to investors at
a purchase price equal to par, except with respect to certain accounts as indicated on the cover page of this pricing supplement. We or
one of our affiliates may pay the underwriting discount 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
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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 twelve
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 Province of Ontario or Québec, or the federal
laws of Canada applicable therein, will be valid obligations of the Bank, subject to the following limitations: (i) the enforceability
of the indenture may be limited by the Canada Deposit Insurance Corporation Act (Canada), the Winding-up and Restructuring Act (Canada)
and bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement or winding-up laws or other similar laws of general
application affecting the enforcement of creditors’ rights generally; (ii) the enforceability of the indenture is subject to general
equitable principles, including the principle that the availability of equitable remedies, such as specific performance and injunction,
may only be granted at the discretion of a court of competent jurisdiction; (iii) under applicable limitations statutes generally, including
that the enforceability of the indenture will be subject to the limitations contained in the Limitations Act, 2002 (Ontario), and such
counsel expresses no opinion as to whether a court may find any provision of the indenture to be unenforceable as an
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attempt to vary or
exclude a limitation period under such applicable limitations statutes; (iv) rights to indemnity and contribution under the Notes or the
indenture which may be limited by applicable law; and (v) courts in Canada are precluded from giving a judgment in any currency other
than the lawful money of Canada and such judgment may be based on a rate of exchange in existence on a day other than the day of payment,
as prescribed by the Currency Act (Canada). This opinion is given as of the date hereof and is limited to the laws of the Provinces of
Ontario and Québec and the federal laws of Canada applicable therein. In addition, this opinion is subject to customary assumptions
about the trustee’s authorization, execution and delivery of the indenture and the genuineness of signatures and to such counsel’s
reliance on the Bank and other sources as to certain factual matters, all as stated in the opinion letter of such counsel dated December
20, 2023, which has been filed as Exhibit 5.3 to the Bank’s Form 6-K filed with the SEC dated December 20, 2023.
In the opinion of Davis Polk & Wardwell LLP,
as special United States products counsel to the Bank, when the Notes offered by this pricing supplement have been issued by the Bank
pursuant to the indenture, the trustee has made, in accordance with the indenture, the appropriate notation to the master note evidencing
such Notes (the “master note”), and such Notes have been delivered against payment as contemplated herein, such Notes will
be valid and binding obligations of the Bank, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency
and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability
(including, without limitation, concepts of good faith, fair dealing and the lack of bad faith) and possible judicial or regulatory actions
or applications giving effect to governmental actions or foreign laws affecting creditors’ rights, provided that such counsel
expresses no opinion as to (i) the enforceability of any waiver of rights under any usury or stay law or (ii) the effect of fraudulent
conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of
the date hereof and is limited to the laws of the State of New York. Insofar as the foregoing opinion involves matters governed by the
laws of the Provinces of Ontario and Québec and the federal laws of Canada, you have received, and we understand that you are relying
upon, the opinion of Norton Rose Fulbright Canada LLP, Canadian counsel for the Bank, set forth above. In addition, this opinion is subject
to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and the authentication of the
master note and the validity, binding nature and enforceability of the indenture with respect to the trustee, all as stated in the opinion
of Davis Polk & Wardwell LLP dated May 16, 2024, which has been filed as an exhibit to the Bank’s Form 6-K filed with the SEC
on May 16, 2024.
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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 $340,000.
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