Investment Description
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Features
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Key Dates
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Contingent Coupon — If the closing level of each underlying index is equal to or greater than its
coupon barrier on each trading day during a Quarterly Observation Period, we will make a contingent coupon payment with respect to that period. We will not pay you the contingent coupon for any Quarterly Observation Period in
which the closing level of any underlying index on any day during that period is less than its coupon barrier.
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q |
Issuer Callable — We may, at our election, call the Notes on any Quarterly Observation End Date
(other than the final valuation date), regardless of the closing level of any underlying index on that Quarterly Observation End Date, and pay you the principal amount plus any contingent coupon otherwise due for the Quarterly
Observation Period ending on that Quarterly Observation End Date. If the Notes are called, no further payments will be made after the Call Settlement Date.
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q
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Contingent Repayment of Principal at Maturity— If by maturity the Notes
have not been called and each underlying index closes at or above its trigger level on the final valuation date, we will pay you the principal amount per Note at maturity, in addition to any contingent coupon with respect to the
final Quarterly Observation Period. If any underlying index closes below its trigger level on the final valuation date, we will repay less than the principal amount, if anything, at maturity, resulting in a loss on your principal
amount that is proportionate to the decline in the closing level of the least performing underlying index from its initial level to its final level. The contingent repayment of principal applies only if you hold the Notes until
maturity. Any payment on the Notes, including any repayment of principal, is subject to our creditworthiness.
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Trade Date
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October 26, 2018
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Settlement Date
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October 31, 2018
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Observation Periods
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Quarterly (see page 5)
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Final Valuation Date1
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October 26, 2020
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Maturity Date1
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October 29, 2020
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1
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Subject to postponement if a market disruption event occurs as described under “General Terms of the Notes — Payment at Maturity” below.
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NOTICE TO INVESTORS: THE NOTES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. WE ARE NOT
NECESSARILY OBLIGATED TO REPAY THE FULL PRINCIPAL AMOUNT OF THE NOTES AT MATURITY, AND THE NOTES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE LEAST PERFORMING UNDERLYING INDEX. YOU MAY BE EXPOSED TO THE MARKET RISK OF EACH UNDERLYING
INDEX ON THE FINAL VALUATION DATE, AND ANY DECLINE IN THE LEVEL OF ANY UNDERLYING INDEX MAY NEGATIVELY AFFECT YOUR RETURN AND WILL NOT BE OFFSET OR MITIGATED BY A LESSER DECLINE OR ANY POTENTIAL INCREASE IN THE LEVEL OF THE OTHER
UNDERLYING INDICES.THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT OBLIGATION OF ROYAL BANK OF CANADA. YOU SHOULD NOT PURCHASE THE NOTES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT
RISKS INVOLVED IN INVESTING IN THE NOTES.
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER ‘‘KEY RISKS’’ BEGINNING ON PAGE 6 OF THIS PRICING SUPPLEMENT AND UNDER ‘‘RISK
FACTORS’’ BEGINNING ON PAGE S-1 OF THE PROSPECTUS SUPPLEMENT BEFORE PURCHASING ANY NOTES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR NOTES.
YOU MAY LOSE SOME OR ALL OF THE PRINCIPAL AMOUNT OF THE NOTES.
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Note Offering
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Underlying Indices
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Tickers
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Contingent Coupon
Rate
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Initial
Levels
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Trigger Levels
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Coupon Barriers
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CUSIP
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ISIN
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S&P 500® Index (SPX)
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SPX
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14.90% per annum
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2,658.69
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1,994.02, which is 75% of the initial level*
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1,994.02, which is 75% of the initial level*
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78014G716
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US78014G7161
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EURO STOXX 50® Index (SX5E)
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SX5E
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3,134.89
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2,351.17, which is 75% of the initial level*
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2,351.17, which is 75% of the initial level*
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Russell 2000® Index (RTY)
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RTY
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1,483.821
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1,112.866, which is 75% of the initial level*
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1,112.866, which is 75% of the initial level*
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Price to Public
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Fees and Commissions(1)
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Proceeds to Us
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Offering of the Notes
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Total
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Per Note
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Total
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Per Note
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Total
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Per Note
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Notes linked to the Least Performing Underlying of the S&P 500® Index, the EURO STOXX 50® Index and the Russell 2000® Index
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$12,305,100.00
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$10.00
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$153,813.75
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$0.125
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$12,151,286.25
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$9.875
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UBS Financial Services Inc.
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RBC Capital Markets, LLC
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Additional Information About Royal Bank of Canada and the Notes
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Prospectus supplement dated September 7, 2018:
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Prospectus dated September 7, 2018:
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Investor Suitability
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You fully understand the risks inherent in an investment in the Notes, including the risk of loss of your entire initial investment.
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You can tolerate a loss of all or a substantial portion of your investment and are willing to make an investment that may have the same downside market risk as the least
performing underlying index.
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You accept that you may not receive a contingent coupon payment on some or all of the coupon payment dates.
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You are willing to make an investment whose return is limited to the applicable contingent coupon payments, regardless of any potential appreciation of the underlying indices,
which could be significant.
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You do not seek guaranteed current income from this investment and are willing to forgo the dividends paid on the equity securities composing the underlying indices.
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You can tolerate fluctuations in the price of the Notes prior to maturity that may be similar to or exceed the downside fluctuations of the underlying indices.
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You are willing to invest in Notes for which there may be little or no secondary market and you accept that the secondary market will depend in large part on the price, if any,
at which RBC Capital Markets, LLC, which we refer to as “RBCCM,” is willing to purchase the Notes.
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You are willing to invest in the Notes based on the contingent coupon rate indicated on the cover page of this pricing supplement.
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You are willing to accept individual exposure to each underlying index on each trading day of the Quarterly Observation Periods and on the final valuation date and understand
that the performance of the least performing underlying index will not be offset or mitigated by the performance of the other underlying indices.
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You understand and accept the risks associated with the underlying indices.
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You are willing to invest in notes that may be called early at our election and you are otherwise willing to hold such securities to maturity.
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You are willing to assume our credit risk for all payments under the Notes, and understand that if we default on our obligations, you may not receive any amounts due to you, including any repayment of
principal.
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You do not fully understand the risks inherent in an investment in the Notes, including the risk of loss of your entire initial investment.
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You cannot tolerate a loss on your investment and require an investment designed to provide a full return of principal at maturity.
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You do not accept that you may not receive a contingent coupon payment on some or all of the coupon payment dates.
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You are not willing to make an investment that may have the same downside market risk as the least performing underlying index.
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You believe that the levels of any underlying index will decline during the term of the Notes and is likely to close below its coupon barrier during the Quarterly Coupon
Observation Periods and below its trigger level on the final valuation date.
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You seek an investment that participates in the full appreciation in the levels of the underlying indices or that has unlimited return potential.
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You cannot tolerate fluctuations in the price of the Notes prior to maturity that may be similar to or exceed the downside fluctuations of the least performing underlying index.
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You are unwilling to invest in the Notes based on the contingent coupon rate indicated on the cover page of this pricing supplement.
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You are unwilling to accept individual exposure to each underlying index on each trading day of the Quarterly Observation Periods and on the final valuation date or do not
understand that the performance of the least performing underlying index will not be offset or mitigated by the performance of the other underlying indices.
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You seek guaranteed current income from this investment or prefer to receive the dividends paid on the securities composing the underlying indices.
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You do not understand or accept the risks associated with the underlying indices.
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You are unable or unwilling to hold notes that may be called early at our election, or you are otherwise unable or unwilling to hold such securities to maturity, or you seek an
investment for which there will be an active secondary market for the Notes.
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You are not willing to assume our credit risk for all payments under the Notes, including any repayment of principal.
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The suitability considerations identified above are not exhaustive. Whether or not the Notes are a suitable investment
for you will depend on your individual circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting, and other advisers have carefully considered the suitability of an investment in
the Notes in light of your particular circumstances. You should also review carefully the “Key Risks” beginning on page 6 of this pricing supplement for risks related to an investment in the Notes. In addition, you should review carefully
the section below, “Information About the Underlying Indices,” for more information about these indices.
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Final Terms of the Notes1
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Issuer:
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Royal Bank of Canada
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Principal Amount per
Note:
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$10.00 per Note (subject to a minimum purchase of 100 Notes of $1,000)
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Term:
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Approximately 2 years, unless earlier called at our election.
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Underlying Indices:
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The S&P 500® Index (“SPX”), the EURO STOXX 50® Index (“SX5E”) and the Russell 2000® Index
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Issuer Call Feature:
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We may elect to call the Notes on any Quarterly Observation
End Date (other than the final valuation date), regardless of the closing level of any underlying index on that date. If the Notes are called, we will pay you on the applicable Call Settlement Date a cash payment per Note equal to the principal amount plus any contingent coupon otherwise due on that date, and no further payments will be made on the Notes. Before we elect to call
the Notes on a Quarterly Observation End Date, we will deliver written notice to The Depository Trust Company (“DTC”) on or before that date.
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Contingent Coupon:
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If the closing levels of each of the
underlying indices are equal to or greater than their respective coupon barriers on each trading day during a Quarterly Observation Period, we will pay you the contingent coupon for that period on the relevant coupon payment
date.
If the closing level of any of the underlying indices is less than its coupon barrier on any trading day during a Quarterly Observation Period, the contingent coupon for that period will not accrue or be payable, and we will not make any payment to you on the relevant coupon payment date.
Each contingent coupon will be a fixed amount based on equal quarterly installments at the contingent coupon rate.
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Contingent coupon payments on the Notes are not guaranteed. We will not pay you the contingent coupon for any
Quarterly Observation Period in which the closing level of any underlying index on any trading day during that period is less than its coupon barrier.
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Quarterly Observation
Period:
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With respect to each coupon payment date, the period from but excluding the second immediately preceding Quarterly
Observation End Date (or, in the case of the first coupon payment date, from but excluding the trade date) to and including the immediately preceding Quarterly Observation End Date.
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Contingent Coupon
Rate:
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The contingent coupon rate is 14.90% per annum.
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Coupon Payment
Dates:
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Two business days following each Quarterly Observation End Date (as set forth on page 5), except that the coupon
payment date for the final Quarterly Observation Period is the maturity date.
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Call Settlement Dates:
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The first coupon payment date following the applicable Quarterly Observation End Date (other than the maturity
date).
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Payment at Maturity:
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If we do not elect to call the Notes and the closing levels of each of the underlying indices are equal to or greater
than their respective trigger levels on the final valuation date, we will pay you a cash payment per Note on the maturity date equal to $10.00 plus any contingent coupon otherwise due on the maturity date.
If we do not elect to call the Notes and the final level of the least performing underlying index is less than its
trigger level, we will pay you a cash payment on the maturity date of less than the principal amount, if anything, resulting in a loss on your initial investment that is proportionate to the negative underlying return of the least
performing underlying index, equal to:
$10.00 × (1 + underlying return of the least performing underlying index)
per Note
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Least Performing
Underlying Index:
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The underlying index with the largest percentage decrease between its initial level and its final level.
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Underlying Return:
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Final Level – Initial Level
Initial Level
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Trigger Levels:
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With respect to each underlying index, 75% of its initial level, as indicated on the cover
page of this pricing supplement.
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Coupon Barriers:
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With respect to each underlying index, 75% of its initial level, as indicated on the cover
page of this pricing supplement.
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Initial Levels:
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The closing level of each underlying index on the trade date, as indicated on the cover page of this pricing
supplement.
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Final Levels:
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The closing level of each underlying index on the final valuation date, as determined by the calculation agent.
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Investment Timeline
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Trade Date:
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The initial level, trigger level and coupon barrier of each underlying index were determined. The contingent coupon
rate was set.
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Quarterly
(callable at
our election):
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If the closing levels of each of the
underlying indices are equal to or greater than their respective coupon barriers on each trading day during a Quarterly Observation Period, we will pay you a contingent coupon payment on the applicable coupon payment date.
We may, at our election and upon written notice to DTC, call the Notes on any Quarterly Observation End Date (other than
the final valuation date), regardless of the closing level of any underlying index on that Quarterly Observation End Date. If we elect to call the Notes, we will pay you a cash
payment per Note equal to the principal amount plus any contingent coupon otherwise due for the applicable Quarterly Observation Period, and no further payments will be made on the Notes.
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Maturity Date:
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The final level of each underlying index
is observed on the final valuation date.
If we do not elect to call the Notes, and the final levels of each of the underlying indices are equal to or greater
than their respective trigger levels (and their respective coupon barriers), we will repay the principal amount equal to $10.00 per Note plus any contingent coupon otherwise due on the maturity date.
If we do not elect to call the Notes and the ending level of the least performing underlying index is less than its
trigger level, we will repay less than the principal amount, if anything, resulting in a loss on your initial investment proportionate to the decline of the least performing underlying index, for an amount equal to:
$10.00 × (1 + underlying return of the least performing underlying index) per Note
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Quarterly Observation Periods, Quarterly Observation End Dates and Coupon
Payment Dates
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Quarterly Observation Periods Ending on
the Following Quarterly Observation End Dates
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Coupon Payment Dates /
Call Settlement Dates (if called)
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January 28, 2019
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January 30, 2019
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April 26, 2019
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April 30, 2019
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July 26, 2019
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July 30, 2019
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October 28, 2019
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October 30, 2019
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January 27, 2020
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January 29, 2020
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April 27, 2020
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April 29, 2020
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July 27, 2020
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July 29, 2020
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October 26, 2020 (the Final Valuation Date)
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October 29, 2020* (the Maturity Date)
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* |
The Notes are not callable on the final valuation date. Thus, the Maturity Date is not a Call Settlement Date. Each of the Quarterly Observation End Dates, and therefore the coupon
payment dates, is subject to the market disruption event provisions set forth below under “General Terms of the Notes – Market Disruption Events.”
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Key Risks
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Your investment in the Notes may result in a loss. The Notes do not guarantee any return of principal. The amount payable to you at maturity, if any, will be determined as described in this pricing supplement. If we do not elect to call the Notes and the closing level of any underlying index
has declined below its trigger level on the final valuation date, you will be fully exposed to any depreciation of the least performing underlying index from its initial level to its final level. In this case, we will repay less
than the full principal amount at maturity, resulting in a loss of principal that is proportionate to the negative return of the least performing underlying index. Under these circumstances, you will lose 1% (or a fraction thereof)
of the principal amount for every 1% (or a fraction thereof) decrease in the level of the least performing underlying index below its initial level. Accordingly, you may lose the entire principal amount of your Notes.
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The Notes are subject to our credit risk. The Notes are subject to our credit risk, and our credit ratings and credit spreads may adversely affect the market value of the Notes. Investors are dependent on our ability to pay all
amounts due on the Notes, and therefore investors are subject to our credit risk and to changes in the market’s view of our creditworthiness. Any decline in our credit ratings or increase in the credit spreads charged by the market
for taking our credit risk is likely to adversely affect the value of the Notes. 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.
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You may not receive any contingent coupons with respect to your Notes. Royal Bank of Canada will not necessarily make periodic coupon payments on the Notes. If the closing level of any underlying index on any trading day during a Quarterly Observation
Period is less than its coupon barrier, we will not pay you the contingent coupon applicable to that period. This will be the case even if the closing level of each other underlying index is greater than or equal to its respective
coupon barrier on each trading day during that Quarterly Observation Period, and even if the closing level of that underlying index was higher than its coupon barrier on every other trading day during the Quarterly Observation Period.
If the closing level of any underlying index is less than its coupon barrier on any trading day during each Quarterly Observation Period, we will not pay you the applicable contingent coupon during the term of, and you will not
receive a positive return on, your Notes. Generally, this non-payment of the contingent coupon will coincide with a greater risk of principal loss on your Notes.
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The return on the Notes is limited to the sum of any contingent coupons and you will not participate in any
appreciation of any underlying index. The return potential of the Notes is limited to the pre-specified contingent coupon rate, regardless of the appreciation of any underlying index, which may be significant. In addition, the total return on the Notes will vary based on the number of Quarterly Observation Periods for which the contingent coupon is payable prior to maturity, or if we elect to call the Notes. Further, if we elect to
call the Notes, you will not receive any contingent coupons or any other payments in respect of any Quarterly Observation Periods after the Call Settlement Date. If we do not elect to call the Notes, you may be subject to the risk of
decline in the level of each underlying index, even though you are not able to participate in any potential appreciation of any underlying index. As a result, the return on an investment in the Notes could be less than the return on a hypothetical direct investment in the securities represented by any
underlying index. In addition, if we do not elect to call the Notes and the final level of any underlying index is below its trigger level, you will lose
some or all of your principal amount and the overall return on the Notes would be less than the amounts that would be paid on a conventional debt security
of ours of comparable maturity.
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If you sell the Notes prior to maturity, you may receive less than the principal amount. If we do not elect to call the Notes, you should be willing to hold the Notes until maturity. If you are able to sell the Notes in the secondary market prior
to maturity, you may have to sell them for a loss relative to the principal amount, even if the levels of the underlying indices are above their respective trigger levels. In addition, you will not receive the benefit of any contingent repayment of principal associated with the trigger levels if you sell the Notes
before the maturity date. The potential returns described in this document assume that the Notes, which are not designed to be short-term trading instruments, are held to maturity.
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The Notes may be called early and are subject to reinvestment risk. We may, in our sole discretion, elect to call the Notes on any Quarterly Observation End Date (other than the final
valuation date), regardless of the closing level of any underlying index on that Quarterly Observation End Date. If we elect to call your Notes early, you will no longer have the opportunity to receive any contingent coupons after the
applicable Call Settlement Date. The first Quarterly Observation End Date, and the first potential date on which we may elect to call the Notes, occurs after approximately three months and therefore you may not have the opportunity to
receive any contingent coupons after approximately three months. In the event we elect to call the Notes, there is no guarantee that you would be able to reinvest the proceeds at a comparable rate of return for a similar level of
risk. To the extent you are able to reinvest such proceeds at an investment comparable to the Notes; you may incur transaction costs such as dealer discounts and hedging costs built into the price of the new securities.
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The contingent coupon rate will reflect in part the volatility of the underlying indices
and may not be sufficient to compensate you for the risk of loss at maturity. “Volatility” refers to the frequency and magnitude of changes in the levels of the underlying indices. The greater the volatility of the
underlying indices, the more likely it is that the level of any underlying index could close below its coupon
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Your return on the Notes may be lower than the return on a conventional debt security of
comparable 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. Your investment may not reflect the full opportunity cost to you when you take into account factors that affect the time value of money, such as inflation.
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The initial estimated value of the Notes is less than the price to the public. The initial estimated value that is set forth on the cover page of this document, which is less than the public offering price you pay for the Notes, 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 levels of the underlying indices, the borrowing rate we pay to issue securities of this kind, and the inclusion in
the price to the public of the underwriting discount, and our estimated profit and the 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 the price to public, as any such sale price would not be expected
to include the underwriting discount and our estimated profit and the costs relating to our hedging of 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 borrowing 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 borrowing 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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¨ |
Our initial estimated value of the Notes is an estimate only, calculated
as of the time the terms of the Notes were set. The initial estimated value of the
Notes is based on the value of our obligation to make the payments on the Notes, together with the mid-market value of the derivative embedded in the terms of the Notes. See
“Structuring the Notes” below. Our estimate is based on a variety of assumptions, including our credit spreads, expectations as to dividends, interest rates and volatility, and the
expected term of the Notes. These assumptions are based on certain forecasts about future events, which may prove
to be incorrect. Other entities may value the Notes or similar securities at a price that is significantly different than we do.
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Your return on the Notes will not reflect dividends on the equity securities composing
the underlying indices. The return on the Notes will not reflect the return you would realize if you actually owned the equity securities composing the
underlying indices and received the dividends paid on those equity securities. The final levels of each of the underlying indices and the determination of the amount to be paid at maturity or whether the contingent coupon is payable
will not take into consideration the value of those dividends.
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¨ |
If the levels of the underlying indices change, the market value of the Notes may not
change in the same manner. Owning the Notes is not the same as owning the securities composing the underlying indices. Accordingly, changes in the
levels of the underlying indices may not result in a comparable change of the market value of the Notes. If the levels of the underlying indices on any trading day increase above their respective initial levels or coupon barriers,
the value of the Notes may not increase in a comparable manner, if at all. It is possible for the levels of the underlying indices to increase while the value of the Notes declines.
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¨ |
The determination of the payment at maturity on the Notes does not take into account all developments in the
levels of the underlying indices. Changes in the levels of the underlying indices prior to the final valuation date will not be reflected in the calculation of the amount payable, if any, at maturity. The calculation agent
will calculate the payment at maturity by comparing only the closing level of the least performing underlying index on the final valuation date relative to its initial level. No other levels will be taken into account. As a result,
you may lose some or all of your principal amount even if the level of the least performing underlying index has risen at certain times during the term of the Notes before falling to a level below its trigger level on the final
valuation date.
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¨ |
The Notes are not designed to be short-term trading instruments. The price at which you will be able
to sell the Notes to us or our affiliates prior to maturity, if at all, may be at a substantial discount from the principal amount of the Notes, even in cases where the closing levels of the underlying indices have appreciated since
the trade date. In addition, you will not receive the benefit of any contingent repayment of principal associated with the trigger levels if you sell the Notes before the maturity date. The potential returns described in this document
assume that the Notes, which are not designed to be short-term trading instruments, are held to maturity.
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¨ |
You must rely on your own evaluation of the merits of an investment linked to the
underlying indices. In the ordinary course of their business, our affiliates, or UBS or its affiliates, may have expressed views on expected movements
in each of the underlying indices or the securities included in the underlying indices, and may do so in the future. These views or reports may be communicated to our respective clients and clients of our respective affiliates.
However, these views are subject to change from time to time. Moreover, other professionals who transact business in markets relating to any underlying index, may at any time have significantly different views from those of ours,
and those of UBS and its affiliates. For these reasons, you are encouraged to derive information concerning the underlying indices from multiple sources, and you should not rely solely on views expressed by us, UBS, or our
respective affiliates.
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Your return on the Notes is not linked to a basket consisting of the underlying indices.
Rather, it will be contingent upon the performance of each individual underlying index. Unlike an instrument with a return linked to a basket of indices
or other underlying assets, in which risk is mitigated and diversified among all of the components of the basket, you will be exposed equally to the risks related
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¨ |
Because the Notes are linked to the individual performance of more than one underlying
index, it is more likely that one of the underlying indices will decrease in value below its coupon barrier and its trigger level, increasing the probability that you will not receive the contingent coupons and that you will lose
some or all of your initial investment. The risk that you will not receive the contingent coupons and that you will lose some or all of your initial
investment in the Notes is greater if you invest in the Notes as opposed to securities that are linked to the performance of fewer underlying indices if their terms are otherwise substantially similar. With a greater total number of
underlying indices, it is more likely that one of the underlying indices will be below its coupon barrier or trigger level, and therefore it is more likely that you will not receive the contingent coupons and that at maturity you
will receive an amount in cash which is worth less than your principal amount. In addition, the performances of a pair of underlying indices may be positively or negatively correlated, or may not be correlated at all. If a pair of
underlying indices is not correlated to each other or is negatively correlated, there is a greater potential for one of those underlying indices to close below its coupon barrier or trigger level on any day during a Quarterly
Observation Period or on the final valuation date, respectively, and therefore the risk of missing a contingent coupon payment and that a loss of principal will occur is even greater. Further, with three underlying indices, it is
more likely that the performance of one pair of underlying indices will not be correlated or will be negatively correlated.
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Secondary trading in the Notes may be limited. The Notes will not be listed on a securities exchange. There may be little or no secondary market for the Notes. Even if there is a secondary market, it may not provide enough liquidity to
allow you to trade or sell the Notes easily.
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The terms of the Notes at issuance were influenced and their market value prior to
maturity will be influenced by many unpredictable factors. Many economic and market factors influenced the terms of the Notes at issuance and will
affect their value prior to maturity. These factors are similar in some ways to those that could affect the value of a combination of instruments that might be used to replicate the payments on the Notes, including a combination of
a bond with one or more options or other derivative instruments. For the market value of the notes, we expect that, generally, the levels of the underlying indices on any day will affect the value of the Notes more than any other
single factor. However, you should not expect the value of the Notes in the secondary market to vary in proportion to changes in the levels of the underlying indices. The value of the Notes will be affected by a number of other
factors that may either offset or magnify each other, including:
|
¨ |
the level of the underlying indices;
|
¨ |
whether the levels of the underlying indices are below their respective coupon barriers or the trigger
levels;
|
¨ |
the expected volatility of the underlying indices;
|
¨ |
the expected correlation of the underlying indices;
|
¨ |
the time to maturity of the Notes;
|
¨ |
the dividend rate on the securities composing the underlying indices;
|
¨ |
interest and yield rates in the market generally, as well as in the markets of the equity securities
composing the underlying indices;
|
¨ |
economic, financial, political, regulatory or judicial events that affect the underlying indices or
the equity securities composing the underlying indices or stock markets generally, and which may affect the levels of the underlying indices;
|
¨ |
the exchange rate and the volatility of the exchange rate between the U.S. dollar and euro, which is
the currency in which the equity securities included in the SX5E are traded; and
|
¨ |
our creditworthiness, including actual or anticipated downgrades in our credit ratings.
|
¨ |
Changes that affect an underlying index will affect the market value of the Notes and the
payments on the Notes. The policies of the applicable index sponsor concerning the calculation of each underlying index, additions, deletions or
substitutions of the components of that underlying index and the manner in which changes affecting those components, such as stock dividends, reorganizations or mergers, may be reflected in the underlying index and, therefore, could
affect the amounts payable on the Notes, and the market value of the Notes prior to maturity. The amounts payable on the Notes and their market value could also be affected if the index sponsor changes these policies, for example,
by changing the manner in which it calculates the applicable underlying index, or if the index sponsor discontinues or suspends calculation or publication of that underlying index, in which case it may become difficult to determine
the market value of the Notes.
|
¨ |
We have no affiliation with any index sponsor and will not be responsible for any actions
taken by an index sponsor. No index sponsor is an affiliate of ours or will be involved in the offering of the Notes in any way. Consequently, we have
no control of the actions of any index sponsor, including any actions of the type that might impact the value of the Notes. No index sponsor has any obligation of any sort with respect to the Notes. Thus, no index sponsor has any
obligation to take your interests into consideration for any reason, including in taking any actions that might affect the value of the Notes. None of our proceeds from the issuance of the Notes will be delivered to any index
sponsor.
|
¨ |
The historical performance of the underlying indices should not be taken as an indication
of their future performance. The levels of the underlying indices will determine the amount to be paid on the Notes. The historical performance of each
underlying index does not give an indication of its future performance. As a result, it is impossible to predict whether the level of the underlying indices will rise or fall during the term of the Notes. The level of each
underlying index will be influenced by complex and interrelated political, economic, financial and other factors. The level of each underlying index may decrease such that you may not receive any return on your investment or any
contingent coupon payments. There can be no assurance that the level of each underlying index will not decrease so that at maturity you will not lose some or all of your investment.
|
¨ |
An investment in the Notes is subject to risks associated with non-U.S. securities
markets. The securities included in the SX5E have been issued by non-U.S. companies. An investment in securities linked to the value of non-U.S. equity securities involves particular risks. Non-U.S. securities markets may be
more volatile than U.S. securities markets, and market developments may affect non-U.S. securities markets differently from the U.S. securities markets. Direct or indirect government intervention to stabilize these non-U.S. securities
markets, as well as cross shareholdings among non-U.S. companies, may affect trading prices and volumes in those markets. Also, there is generally less publicly available information in the U.S. about non-U.S. companies than about
those U.S. companies that are subject to the reporting requirements of the SEC, and non-U.S. companies are subject to accounting, disclosure, auditing and financial reporting standards and requirements that differ from those
applicable to U.S. reporting companies.
|
¨ |
As a holder of the Notes, you will not have direct exposure to fluctuations in the U.S. dollar/euro exchange
rate related to the SX5E. The value of the Notes will not be adjusted for exchange rate fluctuations between the U.S. dollar and the euro, even though any currency fluctuations could affect the performance of the SX5E.
Therefore, if the euro appreciates or depreciates relative to the U.S. dollar over the term of the Notes, you will not receive any additional payment or incur any reduction in any payment on the Notes.
|
¨ |
An investment in the Notes linked to the RTY is subject to risks associated in investing in stocks with a
small market capitalization. The RTY consists of stocks issued by companies with relatively small market capitalizations. These companies often have greater stock price volatility, lower trading volume and less liquidity than
large-capitalization companies. As a result, the level of this underlying index may be more volatile than that of a market measure that does not track solely small-capitalization stocks. Stock prices of small-capitalization companies
are also often more vulnerable than those of large-capitalization companies to adverse business and economic developments, and the stocks of small-capitalization companies may be thinly traded, and be less attractive to many investors
if they do not pay dividends. In addition, small capitalization companies are often less well-established and less stable financially than large-capitalization companies and may depend on a small number of key personnel, making them
more vulnerable to loss of those individuals. Small capitalization companies tend to have lower revenues, less diverse product lines, smaller shares of their target markets, fewer financial resources and fewer competitive strengths
than large-capitalization companies. These companies may also be more susceptible to adverse developments related to their products or services.
|
¨ |
We, UBS or our respective affiliates may have adverse economic interests to the holders
of the Notes. RBCCM, UBS and our respective affiliates trade the securities represented by the underlying indices, and other financial instruments
related to the underlying indices, on a regular basis, for their accounts and for other accounts under our or their management. UBS, RBCCM and these affiliates may also issue or underwrite or assist unaffiliated entities in the
issuance or underwriting of other securities or financial instruments that relate to the underlying indices. To the extent that we, UBS or any of our respective affiliates serves as issuer, agent or underwriter for such securities
or financial instruments, our or their interests with respect to such products may be adverse to those of the holders of the Notes. Any of these trading activities could potentially affect the performance of the underlying indices
and, accordingly, could affect the value of the Notes, and the amounts, if any, payable on the Notes.
|
¨ |
The calculation agent will have significant discretion with respect to the Notes, which
may be exercised in a manner that is adverse to your interests. Our wholly-owned subsidiary, RBCCM, will act as the calculation agent. The calculation
agent will determine, among other things, the closing levels of the underlying indices on each trading day; the final level for each underlying index; the underlying return for each underlying index; and the amounts, if any, that we
will pay to you on the Notes. The calculation agent will also be responsible for determining whether a market disruption event has occurred. The calculation agent may exercise its discretion in a manner which reduces your return on
the Notes. Since these determinations by the calculation agent may affect the payments on the Notes, the calculation agent may have a conflict of interest if it needs to make a determination of this kind.
|
¨ |
Market disruptions may adversely affect your return. The calculation agent may, in its sole discretion, determine that the markets have been affected in a manner that prevents it from properly determining the closing level of one or any
of the underlying indices on the final valuation date or calculating the underlying return for each underlying index and the amount, if any, that we are required to pay you. These events may include disruptions or suspensions of
trading in the markets as a whole. If the calculation agent, in its sole discretion, determines that any of these events prevents us or any of our affiliates from properly hedging our obligations under the Notes, it is possible that
the maturity date will be postponed, and your return will be adversely affected. See “General Terms of the Notes — Market Disruption Events.”
|
¨ |
Non-U.S. investors may be subject to certain additional risks. This document contains a general description of certain U.S. tax considerations relating to the Notes. In the event you are a non-U.S. investor, you should consult
your tax advisors as to the consequences, under the tax laws of the country where you are resident for tax purposes, of acquiring, holding and disposing of the Notes and receiving the payments that might be due under the Notes.
|
¨ |
Significant aspects of the income tax treatment of an investment in the Notes may be
uncertain. The tax treatment of an investment in the Notes is uncertain. We do not plan to request a ruling from the Internal Revenue Service or the
Canada Revenue Agency regarding the tax treatment of an investment in the Notes, and the Internal Revenue Service, the Canada Revenue Agency or a court may not agree with the tax treatment described in this document.
|
Use of Proceeds and Hedging
|
· |
acquire or dispose of investments relating to the underlying indices;
|
· |
acquire or dispose of long or short positions in listed or over-the-counter derivative instruments related to the underlying indices; or
|
· |
any combination of the above two.
|
Hypothetical Examples
|
Principal Amount:
|
$10.00
|
Term:
|
Approximately 2 years (unless earlier called)
|
Hypothetical Initial Level:
|
1,000 for each underlying index
|
Contingent Coupon Rate:
|
14.90% per annum (or 3.725% per quarter)
|
Quarterly Observation Periods/Quarterly
Observation End Dates:
|
Quarterly
|
Hypothetical Trigger Level:
|
750 for each underlying index, which is 75% of its hypothetical initial level
|
Hypothetical Coupon Barrier:
|
750 for each underlying index, which is 75% of its hypothetical initial level
|
Quarterly
Observation
Period
|
Lowest Closing Level
During Applicable
Quarterly
Observation Period
|
Payment (per Note)
|
|||
First Quarterly Observation Period
|
SPX Index: 1,100.00
SX5E Index: 1,200.00
RTY Index: 1,300.000
|
We elect to call the Notes. Closing level of each underlying index above its coupon barrier on each trading day during Quarterly Observation Period; we pay
contingent coupon of $0.3725 on Call Settlement Date.
|
|||
Total Payments (per $10.00 Note):
|
Payment on Call Settlement Date:
|
$10.3725 ($10.00 + $0.3725)
|
|||
Total:
|
$10.3725
|
||||
Total Return:
|
3.725%
|
Quarterly
Observation Period
|
Lowest Closing
Level During
Applicable
Quarterly
Observation Period
|
Final Level
|
Payment (per Note)
|
|||
First Quarterly Observation Period
|
SPX Index: 1,150.00
SX5E Index: 1,100.00
RTY Index: 850.000
|
N/A
|
Notes NOT called at our election. Closing level of each underlying index above its coupon barrier on each trading day during Quarterly Observation Period; we
pay contingent coupon of $0.3725 on first coupon payment date.
|
|||
Second Quarterly Observation Period
|
SPX Index: 1,200.00
SX5E Index: 1,150.00
RTY Index: 800.000
|
N/A
|
Notes NOT called at our election. Closing level of each underlying index above its coupon barrier on each trading day during Quarterly Observation Period; we
pay contingent coupon of $0.3725 on second coupon payment date.
|
|||
Third Quarterly Observation Period
|
SPX Index: 1,150.00
SX5E Index: 1,100.00
RTY Index: 600.000
|
N/A
|
Notes NOT called at our election. Closing level of the RTY Index below its coupon barrier on at least one day during Quarterly Observation Period; we DO NOT
pay contingent coupon on third coupon payment date.
|
|||
Fourth to Seventh Quarterly Observation Periods
|
Various (at least one underlying index below coupon barrier)
|
N/A
|
Notes NOT called at our election. Closing level of at least one underlying index below its coupon barrier on at least one day during Quarterly Observation
Period; we DO NOT pay contingent coupon on any of the fourth to seventh coupon payment dates.
|
|||
Eighth Quarterly Observation Period (the final Quarterly
|
SPX Index: 1,000.00
SX5E Index: 1,050.00
RTY Index: 800.000
|
SPX Index: 1,150.00
SX5E Index:
|
Notes NOT callable. Final level of each underlying index above its trigger level and closing level of each underlying index above its coupon barrier on each
trading day during Quarterly Observation Period; we repay principal plus we pay contingent
|
Observation Period) |
1,100.00
RTY Index: 850.000
|
coupon of $0.3725 on Maturity Date. | |||||
Total Payments (per $10.00 Note):
|
Payment at Maturity:
|
$10.3725 ($10.00 + $0.3725)
|
|||||
Prior Contingent Coupons:
|
$0.745 ($0.3725 × 2)
|
||||||
Total:
|
$11.1175
|
||||||
Total Return:
|
11.175%
|
Quarterly
Observation Period
|
Lowest Closing
Level During
Applicable
Quarterly
Observation
Period
|
Final Level
|
Payment (per Note)
|
|||
First Quarterly Observation Period
|
SPX Index: 950.00
SX5E Index: 800.00
RTY Index: 1,200.000
|
N/A
|
Notes NOT called at our election. Closing level of each underlying index above its coupon barrier on each trading day during Quarterly Observation Period; we
pay contingent coupon of $0.3725 on first coupon payment date.
|
|||
Second Quarterly Observation Period
|
SPX Index: 900.00
SX5E Index: 750.00
RTY Index: 1,150.000
|
N/A
|
Notes NOT called at our election. Closing level of each underlying index above its coupon barrier on each trading day during Quarterly Observation Period; we
pay contingent coupon of $0.3725 on second coupon payment date.
|
|||
Third Quarterly Observation Period
|
SPX Index: 1,150.00
SX5E Index: 900.00
RTY Index: 600.000
|
N/A
|
Notes NOT called at our election. Closing level of the RTY Index below its coupon barrier on at least one day during Quarterly Observation Period; we DO NOT
pay contingent coupon on third coupon payment date.
|
|||
Fourth to Seventh Quarterly Observation Periods
|
Various (at least one underlying index below coupon barrier)
|
N/A
|
Notes NOT called at our election. Closing level of at least one underlying index below its coupon barrier on at least one day during Quarterly Observation
Period; we DO NOT pay contingent coupon on any of the fourth to seventh coupon payment dates.
|
|||
Eighth Quarterly Observation Period (the final Quarterly Observation Period)
|
SPX Index: 1,050.00
SX5E Index: 800.00
RTY Index: 500.000
|
SPX Index: 1,100.00
SX5E Index: 900.00
RTY Index: 800.000
|
Notes NOT callable. Final level of each underlying index above its trigger level but closing level of the RTY Index below its coupon barrier on at least one day during Quarterly
Observation Period; we repay principal but do not pay contingent coupon.
|
Total Payments (per $10.00 Note):
|
Payment at Maturity:
|
$10.00
|
|||||
Prior Contingent Coupons:
|
$0.70 ($0.3725 × 2)
|
||||||
Total:
|
$10.745
|
||||||
Total Return:
|
7.45%
|
Quarterly
Observation Period
|
Lowest Closing Level
During Applicable
Quarterly Observation
Period
|
Final Level
|
Payment (per Note)
|
|||
First Quarterly Observation Period
|
SPX Index: 550.00
SX5E Index: 650.00
RTY Index: 500.000
|
N/A
|
Notes NOT called at our election. Closing level of each underlying index below its coupon barrier on at least one day during Quarterly Observation Period; we
DO NOT pay Contingent Coupon on first coupon payment date.
|
|||
Second Quarterly Observation Period
|
SPX Index: 750.00
SX5E Index: 650.00
RTY Index: 800.000
|
N/A
|
Notes NOT called at our election. Closing level of the SX5E Index below its coupon barrier on at least one day during Quarterly Observation Period; we DO NOT
pay Contingent Coupon on second coupon payment date.
|
|||
Third Quarterly Observation Period
|
SPX Index: 950.00
SX5E Index: 700.00
RTY Index: 850.000
|
N/A
|
Notes NOT called at our election. Closing level of the SX5E Index below its coupon barrier on at least one day during Quarterly Observation Period; we DO NOT
pay Contingent Coupon on third coupon payment date.
|
|||
Fourth to Seventh Quarterly Observation Periods
|
Various (at least one underlying index below coupon barrier)
|
N/A
|
Notes NOT called at our election. Closing level of at least one underlying index below its coupon barrier on at least one day during Quarterly Observation
Period; we DO NOT pay Contingent Coupon on any of the fourth to seventh coupon payment dates.
|
|||
Eighth Quarterly Observation Period (the final Quarterly Observation Period)
|
SPX Index: 450.00
|
SPX Index: 450.00
SX5E Index: 800.00
RTY Index: 750.000
|
Notes NOT callable. Closing level of the SPX Index below its trigger level; we DO NOT pay Contingent Coupon on Maturity Date, and we will repay less than the
principal amount resulting in a loss proportionate to the decline of the Least Performing Index.
|
|||
SX5E Index: 750.00
RTY Index: 700.000
|
Total Payments (per $10.00 Note):
|
Payment at Maturity:
|
$4.50
|
|||||
Prior Contingent Coupons:
|
$0.00
|
||||||
Total:
|
$4.50
|
||||||
Total Return:
|
-55.00%
|
What Are the Tax Consequences of the Notes?
|
Information About the Underlying Indices
|
The S&P 500® Index
|
Quarter Begin
|
Quarter End
|
Quarterly Closing High
|
Quarterly Closing Low
|
Quarterly Period-End
Close
|
||||
1/1/2008
|
3/31/2008
|
1,447.16
|
1,273.37
|
1,322.70
|
||||
4/1/2008
|
6/30/2008
|
1,426.63
|
1,278.38
|
1,280.00
|
||||
7/1/2008
|
9/30/2008
|
1,305.32
|
1,106.39
|
1,166.36
|
||||
10/1/2008
|
12/31/2008
|
1,161.06
|
752.44
|
903.25
|
||||
1/1/2009
|
3/31/2009
|
934.70
|
676.53
|
797.87
|
||||
4/1/2009
|
6/30/2009
|
946.21
|
811.08
|
919.32
|
||||
7/1/2009
|
9/30/2009
|
1,071.66
|
879.13
|
1,057.08
|
||||
10/1/2009
|
12/31/2009
|
1,127.78
|
1,025.21
|
1,115.10
|
||||
1/1/2010
|
3/31/2010
|
1,174.17
|
1,056.74
|
1,169.43
|
||||
4/1/2010
|
6/30/2010
|
1,217.28
|
1,030.71
|
1,030.71
|
||||
7/1/2010
|
9/30/2010
|
1,148.67
|
1,022.58
|
1,141.20
|
||||
10/1/2010
|
12/31/2010
|
1,259.78
|
1,137.03
|
1,257.64
|
||||
1/1/2011
|
3/31/2011
|
1,343.01
|
1,256.88
|
1,325.83
|
||||
4/1/2011
|
6/30/2011
|
1,363.61
|
1,265.42
|
1,320.64
|
||||
7/1/2011
|
9/30/2011
|
1,353.22
|
1,119.46
|
1,131.42
|
||||
10/1/2011
|
12/31/2011
|
1,285.09
|
1,099.23
|
1,257.60
|
||||
1/1/2012
|
3/31/2012
|
1,416.51
|
1,277.06
|
1,408.47
|
||||
4/1/2012
|
6/30/2012
|
1,419.04
|
1,278.04
|
1,362.16
|
||||
7/1/2012
|
9/30/2012
|
1,465.77
|
1,334.76
|
1,440.67
|
||||
10/1/2012
|
12/31/2012
|
1,461.40
|
1,353.33
|
1,426.19
|
||||
1/1/2013
|
3/31/2013
|
1,569.19
|
1,457.15
|
1,569.19
|
||||
4/1/2013
|
6/30/2013
|
1,669.16
|
1,541.61
|
1,606.28
|
||||
7/1/2013
|
9/30/2013
|
1,725.52
|
1,614.08
|
1,681.55
|
||||
10/1/2013
|
12/31/2013
|
1,848.36
|
1,655.45
|
1,848.36
|
||||
1/1/2014
|
3/31/2014
|
1,878.04
|
1,741.89
|
1,872.34
|
||||
4/1/2014
|
6/30/2014
|
1,962.87
|
1,815.69
|
1,960.23
|
||||
7/1/2014
|
9/30/2014
|
2,011.36
|
1,909.57
|
1,972.29
|
||||
10/1/2014
|
12/31/2014
|
2,090.57
|
1,862.49
|
2,058.90
|
||||
1/1/2015
|
3/31/2015
|
2,117.39
|
1,992.67
|
2,067.89
|
||||
4/1/2015
|
6/30/2015
|
2,130.82
|
2,057.64
|
2,063.11
|
||||
7/1/2015
|
9/30/2015
|
2,128.28
|
1,867.61
|
1,920.03
|
||||
10/1/2015
|
12/31/2015
|
2,109.79
|
1,923.82
|
2,043.94
|
||||
1/1/2016
|
3/31/2016
|
2,063.95
|
1,829.08
|
2,059.74
|
||||
4/1/2016
|
6/30/2016
|
2,119.12
|
2,000.54
|
2,098.86
|
||||
7/1/2016
|
9/30/2016
|
2,190.15
|
2,088.55
|
2,168.27
|
||||
10/1/2016
|
12/31/2016
|
2,271.72
|
2,085.18
|
2,238.83
|
||||
1/1/2017
|
3/31/2017
|
2,395.96
|
2,257.83
|
2,362.72
|
||||
4/1/2017
|
6/30/2017
|
2,453.46
|
2,328.95
|
2,423.41
|
||||
7/1/2017
|
9/30/2017
|
2,519.36
|
2,409.75
|
2,519.36
|
||||
10/1/2017
|
12/31/2017
|
2,690.16
|
2,529.12
|
2,673.61
|
||||
1/1/2018
|
3/31/2018
|
2,872.87
|
2,581.00
|
2,640.87
|
||||
4/1/2018
|
6/30/2018
|
2,786.85
|
2,581.88
|
2,718.37
|
||||
7/1/2018
|
9/30/2018
|
2,930.75
|
2,713.22
|
2,913.98
|
||||
10/1/2018
|
10/26/2018*
|
2,925.51
|
2,656.10
|
2,658.69
|
||||
The EURO STOXX 50® Index
|
Index =
|
Free float market capitalization of the index
|
x 1,000
|
Divisor
|
· |
sponsor, endorse, sell, or promote the Notes;
|
· |
recommend that any person invest in the Notes offered hereby or any other securities;
|
· |
have any responsibility or liability for or make any decisions about the timing, amount, or pricing of the Notes;
|
· |
have any responsibility or liability for the administration, management, or marketing of the Notes; or
|
· |
consider the needs of the Notes or the holders of the Notes in determining, composing, or calculating the SX5E, or have any obligation to do so.
|
· |
STOXX does not make any warranty, express or implied, and disclaims any and all warranty concerning:
|
· |
the results to be obtained by the Notes, the holders of the Notes or any other person in connection with the use of the SX5E and the data included in the SX5E;
|
· |
the accuracy or completeness of the SX5E and its data;
|
· |
the merchantability and the fitness for a particular purpose or use of the SX5E and its data;
|
· |
STOXX will have no liability for any errors, omissions, or interruptions in the SX5E or its data; and
|
· |
Under no circumstances will STOXX be liable for any lost profits or indirect, punitive, special, or consequential damages or losses, even if STOXX knows that they might occur.
|
Quarter Begin
|
Quarter End
|
Quarterly Closing High
|
Quarterly Closing Low
|
Quarterly Period-End Close
|
||||
1/1/2008
|
3/31/2008
|
4,339.23
|
3,431.82
|
3,628.06
|
||||
4/1/2008
|
6/30/2008
|
3,882.28
|
3,340.27
|
3,352.81
|
||||
7/1/2008
|
9/30/2008
|
3,445.66
|
3,000.83
|
3,038.20
|
||||
10/1/2008
|
12/31/2008
|
3,113.82
|
2,165.91
|
2,447.62
|
||||
1/1/2009
|
3/31/2009
|
2,578.43
|
1,809.98
|
2,071.13
|
||||
4/1/2009
|
6/30/2009
|
2,537.35
|
2,097.57
|
2,401.69
|
||||
7/1/2009
|
9/30/2009
|
2,899.12
|
2,281.47
|
2,872.63
|
||||
10/1/2009
|
12/31/2009
|
2,992.08
|
2,712.30
|
2,964.96
|
||||
1/1/2010
|
3/31/2010
|
3,017.85
|
2,631.64
|
2,931.16
|
||||
4/1/2010
|
6/30/2010
|
3,012.65
|
2,488.50
|
2,573.32
|
||||
7/1/2010
|
9/30/2010
|
2,827.27
|
2,507.83
|
2,747.90
|
||||
10/1/2010
|
12/31/2010
|
2,890.64
|
2,650.99
|
2,792.82
|
||||
1/1/2011
|
3/31/2011
|
3,068.00
|
2,721.24
|
2,910.91
|
||||
4/1/2011
|
6/30/2011
|
3,011.25
|
2,715.88
|
2,848.53
|
||||
7/1/2011
|
9/30/2011
|
2,875.67
|
1,995.01
|
2,179.66
|
||||
10/1/2011
|
12/31/2011
|
2,476.92
|
2,090.25
|
2,316.55
|
||||
1/1/2012
|
3/31/2012
|
2,608.42
|
2,286.45
|
2,477.28
|
||||
4/1/2012
|
6/30/2012
|
2,501.18
|
2,068.66
|
2,264.72
|
||||
7/1/2012
|
9/30/2012
|
2,594.56
|
2,151.54
|
2,454.26
|
||||
10/1/2012
|
12/31/2012
|
2,659.95
|
2,427.32
|
2,635.93
|
||||
1/1/2013
|
3/31/2013
|
2,749.27
|
2,570.52
|
2,624.02
|
||||
4/1/2013
|
6/30/2013
|
2,835.87
|
2,511.83
|
2,602.59
|
||||
7/1/2013
|
9/30/2013
|
2,936.20
|
2,570.76
|
2,893.15
|
||||
10/1/2013
|
12/31/2013
|
3,111.37
|
2,902.12
|
3,109.00
|
||||
1/1/2014
|
3/31/2014
|
3,172.43
|
2,962.49
|
3,161.60
|
||||
4/1/2014
|
6/30/2014
|
3,314.80
|
3,091.52
|
3,228.24
|
||||
7/1/2014
|
9/30/2014
|
3,289.75
|
3,006.83
|
3,225.93
|
||||
10/1/2014
|
12/31/2014
|
3,277.38
|
2,874.65
|
3,146.43
|
||||
1/1/2015
|
3/31/2015
|
3,731.35
|
3,007.91
|
3,697.38
|
||||
4/1/2015
|
6/30/2015
|
3,828.78
|
3,424.30
|
3,424.30
|
||||
7/1/2015
|
9/30/2015
|
3,686.58
|
3,019.34
|
3,100.67
|
||||
10/1/2015
|
12/31/2015
|
3,506.45
|
3,069.05
|
3,267.52
|
||||
1/1/2016
|
3/31/2016
|
3,178.01
|
2,680.35
|
3,004.93
|
||||
4/1/2016
|
6/30/2016
|
3,151.69
|
2,697.44
|
2,864.74
|
||||
7/1/2016
|
9/30/2016
|
3,091.66
|
2,761.37
|
3,002.24
|
||||
10/1/2016
|
12/31/2016
|
3,290.52
|
2,954.53
|
3,290.52
|
||||
1/1/2017
|
3/31/2017
|
3,500.93
|
3,230.68
|
3,500.93
|
||||
4/1/2017
|
6/30/2017
|
3,658.79
|
3,409.78
|
3,441.88
|
||||
7/1/2017
|
9/30/2017
|
3,594.85
|
3,388.22
|
3,594.85
|
||||
10/1/2017
|
12/31/2017
|
3,697.40
|
3,503.96
|
3,503.96
|
||||
1/1/2018
|
3/31/2018
|
3,672.29
|
3,278.72
|
3,361.50
|
||||
4/1/2018
|
6/30/2018
|
3,592.18
|
3,340.35
|
3,395.60
|
||||
7/1/2018
|
9/30/2018
|
3,527.18
|
3,293.36
|
3,399.20
|
||||
10/1/2018
|
10/26/2018*
|
3,414.16
|
3,130.33
|
3,134.89
|
The Russell 2000® Index
|
Quarter Begin
|
Quarter End
|
Quarterly Closing High
|
Quarterly Closing Low
|
Quarterly Period-End Close
|
||||
1/1/2008
|
3/31/2008
|
753.554
|
643.966
|
687.967
|
||||
4/1/2008
|
6/30/2008
|
763.266
|
686.073
|
689.659
|
||||
7/1/2008
|
9/30/2008
|
754.377
|
657.718
|
679.583
|
||||
10/1/2008
|
12/31/2008
|
671.590
|
385.308
|
482.770
|
||||
1/1/2009
|
3/31/2009
|
514.710
|
343.260
|
422.748
|
||||
4/1/2009
|
6/30/2009
|
531.680
|
429.158
|
508.282
|
||||
7/1/2009
|
9/30/2009
|
620.695
|
479.267
|
604.278
|
||||
10/1/2009
|
12/31/2009
|
634.072
|
562.395
|
633.178
|
||||
1/1/2010
|
3/31/2010
|
690.303
|
586.491
|
678.643
|
||||
4/1/2010
|
6/30/2010
|
741.922
|
609.486
|
609.486
|
||||
7/1/2010
|
9/30/2010
|
677.642
|
590.034
|
676.139
|
||||
10/1/2010
|
12/31/2010
|
792.347
|
669.450
|
789.737
|
||||
1/1/2011
|
3/31/2011
|
843.549
|
773.184
|
843.548
|
||||
4/1/2011
|
6/30/2011
|
865.291
|
777.197
|
827.429
|
||||
7/1/2011
|
9/30/2011
|
858.113
|
643.421
|
644.156
|
||||
10/1/2011
|
12/31/2011
|
765.432
|
609.491
|
740.916
|
||||
1/1/2012
|
3/31/2012
|
846.129
|
747.276
|
830.301
|
||||
4/1/2012
|
6/30/2012
|
840.626
|
737.241
|
798.487
|
||||
7/1/2012
|
9/30/2012
|
864.697
|
767.751
|
837.450
|
||||
10/1/2012
|
12/31/2012
|
852.494
|
769.483
|
849.350
|
||||
1/1/2013
|
3/31/2013
|
953.068
|
872.605
|
951.542
|
||||
4/1/2013
|
6/30/2013
|
999.985
|
901.513
|
977.475
|
||||
7/1/2013
|
9/30/2013
|
1,078.409
|
989.535
|
1,073.786
|
||||
10/1/2013
|
12/31/2013
|
1,163.637
|
1,043.459
|
1,163.637
|
||||
1/1/2014
|
3/31/2014
|
1,208.651
|
1,093.594
|
1,173.038
|
||||
4/1/2014
|
6/30/2014
|
1,192.964
|
1,095.986
|
1,192.964
|
||||
7/1/2014
|
9/30/2014
|
1,208.150
|
1,101.676
|
1,101.676
|
||||
10/1/2014
|
12/31/2014
|
1,219.109
|
1,049.303
|
1,204.696
|
||||
1/1/2015
|
3/31/2015
|
1,266.373
|
1,154.709
|
1,252.772
|
||||
4/1/2015
|
6/30/2015
|
1,295.799
|
1,215.417
|
1,253.947
|
||||
7/1/2015
|
9/30/2015
|
1,273.328
|
1,083.907
|
1,100.688
|
||||
10/1/2015
|
12/31/2015
|
1,204.159
|
1,097.552
|
1,135.889
|
||||
1/1/2016
|
3/31/2016
|
1,114.028
|
953.715
|
1,114.028
|
||||
4/1/2016
|
6/30/2016
|
1,188.954
|
1,089.646
|
1,151.923
|
||||
7/1/2016
|
9/30/2016
|
1,263.438
|
1,139.453
|
1,251.646
|
||||
10/1/2016
|
12/31/2016
|
1,388.073
|
1,156.885
|
1,357.130
|
||||
1/1/2017
|
3/31/2017
|
1,413.635
|
1,345.598
|
1,385.920
|
||||
4/1/2017
|
6/30/2017
|
1,425.985
|
1,345.244
|
1,415.359
|
||||
7/1/2017
|
9/30/2017
|
1,490.861
|
1,356.905
|
1,490.861
|
||||
10/1/2017
|
12/31/2017
|
1,548.926
|
1,464.095
|
1,535.511
|
||||
1/1/2018
|
3/31/2018
|
1,610.706
|
1,463.793
|
1,529.427
|
||||
4/1/2018
|
6/30/2018
|
1,706.985
|
1,492.531
|
1,643.069
|
||||
7/1/2018
|
9/30/2018
|
1,740.753
|
1,653.132
|
1,696.571
|
||||
10/1/2018
|
10/26/2018*
|
1,672.992
|
1,468.698
|
1,483.821
|
Correlation of the Underlying Indices
|
General Terms of the Notes
|
· |
a suspension, absence or material limitation of trading of equity securities then constituting 20% or more of the level of the underlying index (or the relevant successor index) on
the relevant exchanges (as defined below) for such securities for more than two hours of trading during, or during the one hour period preceding the close of, the principal trading session on such relevant exchange; or
|
· |
a breakdown or failure in the price and trade reporting systems of any relevant exchange as a result of which the reported trading prices for equity securities then constituting 20%
or more of the level of the underlying index (or the relevant successor index) during the one hour preceding the close of the principal trading session on such relevant exchange are materially inaccurate; or
|
· |
a suspension, absence or material limitation of trading on the primary exchange or market for trading in futures or options contracts related to the underlying index (or the
relevant successor index) for more than two hours of trading during, or during the one hour period preceding the close of, the principal trading session on such exchange or market; or
|
· |
a decision to permanently discontinue trading in the relevant futures or options contracts;
|
· |
a determination by the calculation agent in its sole discretion that the event described above materially interfered with our ability or the ability of any of our affiliates to
adjust or unwind all or a material portion of any hedge with respect to the Notes.
|
· |
the portion of the level of the underlying index (or the relevant successor index) attributable to that security relative to
|
· |
the overall level of the underlying index (or the relevant successor index),
|
§ |
a limitation on the hours or number of days of trading will not constitute a market disruption event if it results from an announced change in the regular business hours of the
relevant exchange, or the primary exchange or market for trading in futures or options contracts related to the underlying index (or the relevant successor index);
|
§ |
limitations pursuant to the rules of any relevant exchange similar to NYSE Rule 80B (or any applicable rule or regulation enacted or promulgated by any other self-regulatory
organization or any government agency of scope similar to NYSE Rule 80B as determined by the calculation agent) on trading during significant market fluctuations will constitute a suspension, absence or material limitation of trading;
|
§ |
a suspension of trading in futures or options contracts on the underlying index (or the relevant successor index) by the primary exchange or market trading in such contracts by
reason of
|
· |
a price change exceeding limits set by such exchange or market,
|
· |
an imbalance of orders relating to such contracts, or
|
· |
a disparity in bid and ask quotes relating to such contracts
|
· |
a “suspension, absence or material limitation of trading” on any relevant exchange or on the primary exchange or market on which futures or options contracts related to the
underlying index (or the relevant successor index) are traded will not include any time when such exchange or market is itself closed for trading under ordinary circumstances.
|
(i) |
with whom we do not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment;
|
(ii) |
who is subject to such taxes by reason of the holder being connected presently or formerly with Canada or any province or territory thereof otherwise than by reason of the holder’s
activity in connection with purchasing the Notes, the holding of Notes or the receipt of payments thereunder;
|
(iii) |
who is, or who does not deal at arm’s length with a person who is, a “specified shareholder” (within the meaning of subsection 18(5) of the Income Tax Act (Canada)) of Royal Bank of
Canada (generally a person will be a “specified shareholder” for this purpose if that person, either alone or together with persons with whom the person does not deal at arm’s length, owns 25% or more of (a) our voting shares, or (b)
the fair market value of all of our issued and outstanding shares);
|
(iv) |
who presents such Note for payment (where presentation is required, such as if a Note is issued in definitive form) more than 30 days after the relevant date; for this purpose, the
“relevant date” in relation to any payments on any Note means:
|
(a) |
the due date for payment thereof (whether at maturity or upon an earlier acceleration), or
|
(b) |
if the full amount of the monies payable on such date has not been received by the trustee on or prior to such due date, the date on which the full amount of such monies has been
received and notice to that effect is given to holders of the Notes in accordance with the indenture;
|
(v) |
who could lawfully avoid (but has not so avoided) such withholding or deduction by complying, or procuring that any third party comply with, any statutory requirements necessary to
establish qualification for an exemption from withholding or by making, or procuring that any third party make, a declaration of non-residence or other similar claim for exemption to any relevant tax authority; or
|
(vi) |
who is subject to deduction or withholding on account of any tax, assessment, or other governmental charge that is imposed or withheld by reason of the application of Section 1471
through 1474 of the United States Internal Revenue Code of 1986, as amended (the “Code”) (or any successor provisions), any regulation, pronouncement, or agreement thereunder, official interpretations thereof, or any law implementing
an intergovernmental approach thereto, whether currently in effect or as published and amended from time to time.
|
Supplemental Plan of Distribution (Conflicts of Interest)
|
Structuring the Notes
|
Employee Retirement Income Security Act
|
Terms Incorporated in Master Note
|
Validity of the Notes
|