Bond Royal Bank of Canada 8.45% ( US78014J1088 ) in USD

Issuer Royal Bank of Canada
Market price 100 %  ▲ 
Country  Canada
ISIN code  US78014J1088 ( in USD )
Interest rate 8.45% per year ( payment 2 times a year)
Maturity 17/06/2022 - Bond has expired



Prospectus brochure of the bond Royal Bank of Canada US78014J1088 in USD 8.45%, expired


Minimal amount 1 000 USD
Total amount /
Cusip 78014J108
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description The Royal Bank of Canada (RBC) is a Canadian multinational financial services company offering personal and commercial banking, wealth management, insurance, and investment banking services globally.

The Bond issued by Royal Bank of Canada ( Canada ) , in USD, with the ISIN code US78014J1088, pays a coupon of 8.45% per year.
The coupons are paid 2 times per year and the Bond maturity is 17/06/2022







424B2 1 form424b2.htm TACYN SPX RUSS 78014J108
PRICING SUPPLEMENT

Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333 -227001
Dated June 14, 2019
Royal Bank of Canada Trigger Autocallable Contingent Yield Notes
$ 5 ,5 8 2 ,0 0 0 N ot e s Link e d t o t he Le a st Pe rform ing U nde rlying of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x due on J une 1 7 , 2 0 2 2
I nve st m e nt De sc ript ion
Trigger Autocallable Contingent Yield Notes (the "Notes") are unsecured and unsubordinated debt securities issued by Royal Bank of Canada linked to the performance of the least performing of the S&P 500® Index and the Russell 2000® Index (each,
an "Underlying Index," and together, the "Underlying Indices"). We will pay a quarterly Contingent Coupon payment if the closing levels of both Underlying Indices on the applicable Coupon Observation Date are equal to or greater than their respective
Coupon Barriers. Otherwise, no coupon will be paid for that quarter. We will automatically call the Notes early if the closing levels of both Underlying Indices on any quarterly Call Observation Date (beginning after six months) are equal to or greater
than their respective Initial Levels. If the Notes are called, we will pay you the principal amount of your Notes plus the Contingent Coupon for the applicable quarter, and no further amounts will be owed to you under the Notes. If the Notes are not
called prior to maturity and the Final Levels of both Underlying Indices are equal to or greater than their respective Downside Thresholds (which are the same levels as their respective Coupon Barriers), we will pay you a cash payment at maturity
equal to the principal amount of your Notes plus the Contingent Coupon for the final quarter. However, if the Final Level of the Underlying Index with the lowest percentage change from its Initial Level (the "Least Performing Underlying Index") is less
than its Downside Threshold, we will pay you less than the full principal amount, if anything, resulting in a loss on your initial investment that is proportionate to the negative performance of the Least Performing Underlying Index over the term of the
Notes, and you may lose up to 100% of your initial investment. The Notes are not subject to conversion into our common shares under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act.
I nve st ing in t he N ot e s involve s signific a nt risk s. Y ou w ill not re c e ive a c oupon for a ny Coupon Obse rva t ion Da t e on w hic h e it he r U nde rlying I nde x c lose s be low it s Coupon Ba rrie r. T he N ot e s w ill not be
a ut om a t ic a lly c a lle d if e it he r U nde rlying I nde x c lose s be low it s I nit ia l Le ve l on a qua rt e rly Ca ll Obse rva t ion Da t e . Y ou m a y lose som e or a ll of your princ ipa l a m ount if t he Le a st Pe rform ing U nde rlying I nde x
c lose s be low it s Dow nside T hre shold, re ga rdle ss of t he pe rform a nc e of t he ot he r U nde rlying I nde x . T he c ont inge nt re pa ym e nt of princ ipa l only a pplie s if you hold t he N ot e s unt il m a t urit y. Ge ne ra lly, t he
highe r t he Cont inge nt Coupon Ra t e on a se c urit y, t he gre a t e r t he risk of loss. Any pa ym e nt on t he N ot e s, inc luding a ny re pa ym e nt of princ ipa l, is subje c t t o our c re dit w ort hine ss. I f w e w e re t o de fa ult on our
pa ym e nt obliga t ions, you m a y not re c e ive a ny a m ount s ow e d t o you unde r t he N ot e s a nd you c ould lose your e nt ire inve st m e nt . T he N ot e s w ill not be list e d on a ny se c urit ie s e x c ha nge .
Fe a t ure s

K e y Da t e s
?
Cont inge nt Coupon -- We will pay a quarterly Contingent Coupon payment if the closing levels of both
N OT I CE TTrade
O I N Date
V EST ORS: T H E N OT ES ARE SI GN I June
FI C 14,
AN T 2019
LY RI SK I ER T H AN CON V EN T I ON AL DEBT I N ST RU M EN T S. T H E I SSU ER I S N OT N ECESSARI LY OBLI GAT ED T O REPAY T H E FU LL PRI N CI PAL AM OU N T OF T H E N OT ES AT
Underlying Indices on the applicable Coupon Observation Date are equal to or greater than their respective
M AT U RI T Y , AN D T H E N OT ES CAN H AV E DOWN SI DE M ARK ET RI SK SI M I LAR T O T H E LEAST PERFORM I N G U N DERLY I N G I N DEX . Y OU M AY BE EX POSED T O T H E M ARK ET RI SK OF EACH U N DERLY I N G I N DEX ON T H E FI N AL
Settlement Date
June 19, 2019
Coupon Barriers. Otherwise, no coupon will be paid for the quarter.
V ALU AT I ON DAT E, AN D AN Y DECLI N E I N T H E LEV EL OF AN Y U N DERLY I N G I N DEX M AY N EGAT I V ELY AFFECT Y OU R RET U RN AN D WI LL N OT BE OFFSET OR M I T I GAT ED BY A LESSER DECLI N E OR AN Y POT EN T I AL I N CREASE I N
T H E LEV Coupon
EL OF T Observation
H E OT H ER Dates
U N DE 1
RLY I N G I N DE Quarterly
X . T H I S (see
M ARK page
ET RI 6)
SK I S I N ADDI T I ON T O T H E CREDI T RI SK I N H EREN T I N PU RCH ASI N G ON E OF OU R DEBT OBLI GAT I ON S. Y OU SH OU LD N OT PU RCH ASE T H E N OT ES I F Y OU DO
?
Aut om a t ic a lly Ca lla ble -- We will automatically call the Notes and pay you the principal amount of your
N OT U N DERST AN D OR ARE N OT COM FORT ABLE WI T H T H E SI GN I FI CAN T RI SK S I N V OLV ED I N I N V EST I N G I N T H E N OT ES.
Notes plus the Contingent Coupon otherwise due for the applicable quarter if the closing levels of both Underlying
Call Observation Dates1
Quarterly (callable after six months) (see page 6)
Y OU SH OU LD CAREFU LLY CON SI DER T H E RI SK S DESCRI BED U N DER "K EY RI SK S" BEGI N N I N G ON PAGE 7 OF T H I S PRI CI N G SU PPLEM EN T AN D U N DER "RI SK FACT ORS" BEGI N N I N G ON PAGE S -1 OF T H E PROSPECT U S
Indices on any quarterly Call Observation Date (beginning after six months) are equal to or greater than their
Final Valuation Date1
June 14, 2022
SU PPLEM EN T BEFORE PU RCH ASI N G AN Y N OT ES. EV EN T S RELAT I N G T O AN Y OF T H OSE RI SK S, OR OT H ER RI SK S AN D U N CERT AI N T I ES, COU LD ADV ERSELY AFFECT T H E M ARK ET V ALU E OF, AN D T H E RET U RN ON , Y OU R
respective Initial Levels. If the Notes are not called, investors will have the potential for downside equity market
N OT ES. Y Maturity
OU M A Date
Y LO 1
SE SOM E OR ALL OF Y OU June
R I N I 17,
T I A 2022
L I N V EST M EN T I N T H E N OT ES.
risk at maturity.
?
Cont inge nt Re pa ym e nt of Princ ipa l a t M a t urit y -- If by maturity the Notes have not been called and
1
N ot e Off
e
r Subject
ing
to postponement if a market disruption event occurs, as described under "General Terms of the Notes--
each Underlying Index does not close below its Downside Threshold on the Final Valuation Date, we will repay
Payment at Maturity" below.
This
your principal amount per Note at maturity. However, if the closing level of the Least Performing Underlying Index pricing
is less than its Downside Threshold on the Final Valuation Date, we will pay less than the principal amount, if
anything, resulting in a loss on your initial investment that is proportionate to the decline in the level of the Least
supplement relates to Trigger Autocallable Contingent Yield Notes we are offering linked to the least performing underlying of the S&P 500 ®
Performing Underlying Index from the trade date to the Final Valuation Date. The contingent repayment of
Index and the Russell 2000 ® Index. The Contingent Coupon Rate, Initial Levels, Downside Thresholds and Coupon Barriers for the Notes
principal only applies if you hold the Notes until maturity. Any payment on the Notes, including any repayment of were determined on the trade date. The Notes will be issued in minimum denominations of $10.00, and integral multiples of $10.00 in excess
principal, is subject to our creditworthiness.
thereof, with a minimum investment of $1,000.
U nde rlying I ndic e s
Cont inge nt Coupon
I nit ia l
Dow nside
(Least Performing of)
T ic k e rs
Ra t e
Le ve ls
T hre sholds (1 )
Coupon Ba rrie rs (1 )
CU SI P
I SI N
S&P 500® Index (SPX)
SPX
2,020.89, which is 70% of its Initial
2,020.89, which is 70% of its Initial Level
2,886.98
Level
8.45%
78014J108
US78014J1088
Russell 2000® Index (RTY)
RTY
1,065.749, which is 70% of its Initial
1,522.499
1,065.749, which is 70% of its Initial Level
Level
(1) Rounded to 2 decimal places in the case of the SPX, and 3 decimal places in the case of the RTY.
Se e "Addit iona l I nform a t ion About Roya l Ba nk of Ca na da a nd t he N ot e s" in t his pric ing supple m e nt . T he N ot e s w ill ha ve t he t e rm s spe c ifie d in t he prospe c t us da t e d Se pt e m be r 7 , 2 0 1 8 , t he prospe c t us supple m e nt da t e d
Se pt e m be r 7 , 2 0 1 8 , a nd t his pric ing supple m e nt .
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying prospectus and prospectus supplement. Any
representation to the contrary is a criminal offense.

Pric e t o Public
Fe e s a nd Com m issions (1 )
Proc e e ds t o U s
Offe ring of t he N ot e s
T ot a l
Pe r N ot e
T ot a l
Pe r N ot e
T ot a l
Pe r N ot e
Notes linked to the Least Performing Underlying of the S&P 500 ® Index and the Russell 2000 ® Index
$5,582,000
$10.00
$0.00
$0.00
$5,582,000
$10.00
(1) All sales of the Notes will be made to certain fee-based advisory accounts, for which UBS Financial Services Inc., which we refer to as UBS, is an investment advisor, and UBS will act as placement agent. The purchase price will be $10.00 per Note and UBS will forego
any commissions related to these sales. See "Supplemental Plan of Distribution (Conflicts of Interest)" below.
The initial value of the Notes as of the trade date was $9.9135 per $10 in principal amount, which is less than the price to the public. The actual 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 our determination of the initial estimated value under "Key Risks," "Supplemental Plan of Distribution (Conflicts of Interest)" and "Structuring the Notes" below.
The Notes will not constitute deposits insured under the Canada Deposit Insurance Corporation Act or by the United States Federal Deposit Insurance Corporation or any other Canadian or United States government agency or instrumentality.
U BS Fina nc ia l Se rvic e s I nc .
RBC Ca pit a l M a rk e t s, LLC
Addit iona l I nform a t ion About Roya l Ba nk of Ca na da a nd t he N ot e s
You should read this pricing supplement together with the prospectus dated September 7, 2018, as supplemented by the prospectus supplement dated September 7, 2018, relating to our Series H medium-term notes of which
these Notes are a part. T his pric ing supple m e nt , t oge t he r w it h t he doc um e nt s list e d be low , c ont a ins t he t e rm s of t he N ot e s a nd supe rse de s a ll ot he r prior or c ont e m pora ne ous ora l
st a t e m e nt s a s w e ll a s a ny ot he r w rit t e n m a t e ria ls inc luding pre lim ina ry or indic a t ive pric ing t e rm s, c orre sponde nc e , t ra de ide a s, st ruc t ure s for im ple m e nt a t ion, sa m ple st ruc t ure s, fa c t
she e t s, broc hure s or ot he r e duc a t iona l m a t e ria ls of ours. You should carefully consider, among other things, the matters set forth in "Key Risks" below, as the Notes involve risks not associated with conventional debt
securities.
If the terms of the prospectus and prospectus supplement are inconsistent with the terms discussed herein, the terms discussed in this pricing supplement will control.
Y ou m a y a c c e ss t he se on t he SEC w e bsit e a t w w w .se c .gov a s follow s (or if suc h a ddre ss ha s c ha nge d, by re vie w ing our filing for t he re le va nt da t e on t he SEC w e bsit e ):
?
Prospectus supplement dated September 7, 2018:
https://www.sec.gov/Archives/edgar/data/1000275/000121465918005975/f97180424b3.htm
?
Prospectus dated September 7, 2018:
https://www.sec.gov/Archives/edgar/data/1000275/000121465918005973/l96181424b3.htm
As used in this pricing supplement, "we," "us" or "our" refers to Royal Bank of Canada.
2
I nve st or Suit a bilit y
T he N ot e s m a y be suit a ble for you if, a m ong ot he r c onside ra t ions:

T he N ot e s m a y not be suit a ble for you if, a m ong ot he r c onside ra t ions:
?
You fully understand the risks inherent in an investment in the Notes, including the risk T he
?
You do not fully understand the risks inherent in an investment in the Notes, including
of loss of your entire initial investment.
the risk of loss of your entire initial investment.
?
You can tolerate a loss of all or a substantial portion of your investment and are willing
?
You cannot tolerate a loss on your investment and require an investment designed to
to make an investment that may have the same downside market risk as an investment
provide a full return of principal at maturity.
in the securities composing the Least Performing Underlying Index.
?
You are not willing to make an investment that may have the same downside market
?
You believe the closing levels of both Underlying Indices will be equal to or greater than
risk as an investment in the equity securities composing the Least Performing
their respective Coupon Barriers on most or all of the Coupon Observation Dates
Underlying Index.
(including the Final Valuation Date).
?
You believe that the level of either Underlying Index will decline during the term of the
?
You are willing to make an investment whose return is limited to the applicable
Notes and is likely to close below its Coupon Barrier on most or all of the Coupon
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Contingent Coupon payments, regardless of any potential appreciation of the Underlying
Observation Dates and below its Downside Threshold on the Final Valuation Date.
Indices, which could be significant.
?
You seek an investment that participates in the full appreciation in the levels of the
?
You do not seek guaranteed current income from this investment and are willing to forgo
Underlying Indices or that has unlimited return potential.
the dividends paid on the equity securities composing the Underlying Indices.
?
You cannot tolerate fluctuations in the price of the Notes prior to maturity that may be
?
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 Least Performing Underlying Index.
similar to or exceed the downside fluctuations of the Underlying Indices.
?
You are unwilling to invest in the Notes based on the Contingent Coupon Rate set forth
?
You are willing to invest in Notes for which there may be little or no secondary market,
on the cover page of this pricing supplement.
and you accept that the secondary market will depend in large part on the price, if any,
?
You are unwilling to accept individual exposure to each Underlying Index and that the
at which RBC Capital Markets, LLC, which we refer to as "RBCCM," is willing to
performance of the Least Performing Underlying Index will not be offset or mitigated by
purchase the Notes.
the performance of the other Underlying Index.
?
You are willing to invest in the Notes based on the Contingent Coupon Rate set forth on
?
You seek guaranteed current income from this investment or prefer to receive the
the cover page of this pricing supplement.
dividends paid on the securities composing the Underlying Indices.
?
You are willing to accept individual exposure to each Underlying Index and that the
?
You do not understand or accept the risks associated with the Underlying Indices.
performance of the Least Performing Underlying Index will not be offset or mitigated by
the performance of the other Underlying Index.
?
You are unable or unwilling to hold securities that may be called early, or you are
otherwise unable or unwilling to hold such securities to maturity, or you seek an
?
You understand and accept the risks associated with the Underlying Indices.
investment for which there will be an active secondary market for the Notes.
?
You are willing to invest in securities that may be called early and you are otherwise
?
You are not willing to assume our credit risk for all payments under the Notes, including
willing to hold such securities to maturity.
any repayment of principal.
?
You are willing to assume our credit risk for all payments under the Notes, and
suit a bilit y c onside ra t ions ide nt ifie d a bove a re not e x ha ust ive . Whe t he r or not t he
understand that if we default on our obligations, you may not receive any amounts due
N ot e s a re a suit a ble inve st m e nt for you w ill de pe nd on your individua l
to you, including any repayment of principal.
c irc um st a nc e s, a nd you should re a c h a n inve st m e nt de c ision only a ft e r you a nd
your inve st m e nt , le ga l, t a x , a c c ount ing, a nd ot he r a dvise rs ha ve c a re fully c onside re d t he suit a bilit y of a n inve st m e nt in t he N ot e s in light of your pa rt ic ula r
c irc um st a nc e s. Y ou should a lso re vie w c a re fully t he "K e y Risk s" be ginning on pa ge 7 of t his pric ing supple m e nt for risk s re la t e d t o a n inve st m e nt in t he
N ot e s. I n a ddit ion, you should re vie w c a re fully t he se c t ion be low , "I nform a t ion About t he U nde rlying I ndic e s," for m ore inform a t ion a bout t he se indic e s.
3
Fina l T e rm s of t he N ot e s1

Payment at
If the Notes are not called and the Final Levels of both
Maturity:
Underlying Indices are equal to or greater than their
Issuer:
Royal Bank of Canada
respective Downside Thresholds and the Coupon Barriers,
Principal
$10 per Note
we will pay you a cash payment per Note on the maturity
Amount
date equal to $10 plus the Contingent Coupon otherwise
per Note:
due on the maturity date.
If the Notes are not called and the Final Level of the Least
Term:
Approximately three years, if not previously called
Performing Underlying Index is less than its Downside
Underlying
The S&P 500® Index ("SPX") and the Russell 2000® Index ("RTY")
Threshold, we will pay you a cash payment on the maturity
Indices:
date of less than the principal amount, if anything, resulting
in a loss on your initial investment that is proportionate to
Contingent
I f t he c losing le ve ls of bot h U nde rlying I ndic e s a re
the negative Underlying Index Return of the Least
Coupon:
e qua l t o or gre a t e r t ha n t he ir re spe c t ive Coupon
Performing Underlying Index, equal to:
Ba rrie rs on a ny Coupon Obse rva t ion Da t e , we will pay you
$10.00 + ($10.00 × Underlying Index Return of the Least
the Contingent Coupon applicable to that Coupon Observation
Performing Underlying Index)
Date.
If the closing level of e it he r U nde rlying I nde x is le ss t ha n
Least Performing
The Underlying Index with the lowest Underlying Index
it s Coupon Ba rrie r on any Coupon Observation Date, the
Underlying Index:
Return.
Contingent Coupon applicable to that Coupon Observation Date
Underlying Index
With respect to each Underlying Index,
will not accrue or be payable, and we will not make any payment
Returns:
Final Level ­ Initial Level
to you on the relevant Contingent Coupon Payment Date.
Initial Level
The Contingent Coupon will be a fixed amount based upon equal
quarterly installments at the Contingent Coupon Rate.
Downside
With respect to each Underlying Index, 70% of its Initial
Thresholds:
Level, as set forth on the cover page.
Cont inge nt Coupon pa ym e nt s on t he N ot e s a re not gua ra nt e e d. We w ill not
pa y you t he Cont inge nt Coupon for a ny Coupon Obse rva t ion Da t e on w hic h
Coupon Barriers:
With respect to each Underlying Index, 70% of its Initial
t he c losing le ve l of e it he r U nde rlying I nde x is le ss t ha n it s Coupon Ba rrie r.
Level, as set forth on the cover page.
Contingent
8.45% per annum (2.1125% per quarter)
Initial Levels:
With respect to each Underlying Index, its closing level on
Coupon Rate:
Each Contingent Coupon will be paid to the holders of record of
the trade date, as set forth on the cover page.
the Notes at the close of business on the date that is one business
Final Levels:
With respect to each Underlying Index, its closing level on
day prior to that Coupon Payment Date.
the Final Valuation Date, as determined by the calculation
Automatic Call
The Notes will be called automatically if the closing levels of both
agent.
Feature:
Underlying Indices on any Call Observation Date (beginning after
six months and set forth on page 6) are equal to or greater than
their respective Initial Levels.
If the Notes are called, we will pay you on the corresponding
Coupon Payment Date (which will be the "Call Settlement Date")
a cash payment per Note equal to the principal amount plus the
applicable Contingent Coupon payment otherwise due on that day
(the "Call Settlement Amount"). No further amounts will be owed
to you under the Notes.
1 Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed to
them in the prospectus or the prospectus supplement.
4
I nve st m e nt T im e line




The Initial Level, Downside Threshold and Coupon Barrier of
T ra de Da t e :
each Underlying Index were determined. The Contingent Coupon
https://www.sec.gov/Archives/edgar/data/1000275/000114036119011173/form424b2.htm[6/18/2019 8:32:51 AM]


Rate was set.





If the closing levels of both Underlying Indices are equal to or
greater than their respective Coupon Barriers on any Coupon
Observation Date, we will pay you a Contingent Coupon payment
Qua rt e rly
on the applicable Coupon Payment Date.
(be ginning
The Notes will be called if the closing levels of both Underlying
a ft e r six
Indices on any Call Observation Date (beginning after six
m ont hs):
months) are equal to or greater than their respective Initial
Levels. If the Notes are called, we will pay you a cash payment
per Note equal to $10.00 plus the Contingent Coupon otherwise
due on that date.




M a t urit y

The Final Level of each Underlying Index is observed on the
Da t e :
Final Valuation Date.


If the Notes have not been called and the Final Levels of both
Underlying Indices are equal to or greater than their respective
Downside Thresholds (and their respective Coupon Barriers), we
will repay the principal amount equal to $10 per Note plus the
Contingent Coupon otherwise due on the maturity date.
If the Notes have not been called and the Final Level of the Least

Performing Underlying Index is less than its Downside Threshold,
we will pay 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 + ($10 × Underlying Index Return of the Least Performing
Underlying Index) per Note
I N V EST I N G I N T H E N OT ES I N V OLV ES SI GN I FI CAN T RI SK S. Y OU M AY LOSE SOM E
OR ALL OF Y OU R PRI N CI PAL AM OU N T . Y OU WI LL BE EX POSED T O T H E M ARK ET
RI SK OF EACH U N DERLY I N G I N DEX ON EACH COU PON OBSERV AT I ON DAT E AN D
ON T H E FI N AL V ALU AT I ON DAT E, AN D AN Y DECLI N E I N T H E LEV EL OF ON E
U N DERLY I N G I N DEX M AY N EGAT I V ELY AFFECT Y OU R RET U RN AN D WI LL N OT
BE OFFSET OR M I T I GAT ED BY A LESSER DECLI N E OR AN Y POT EN T I AL
I N CREASE I N T H E LEV EL OF T H E OT H ER U N DERLY I N G I N DEX . AN Y PAY M EN T ON
T H E N OT ES, I N CLU DI N G AN Y REPAY M EN T OF PRI N CI PAL, I S SU BJ ECT T O OU R
CREDI T WORT H I N ESS. I F WE WERE T O DEFAU LT ON OU R PAY M EN T
OBLI GAT I ON S, Y OU M AY N OT RECEI V E AN Y AM OU N T S OWED T O Y OU U N DER
T H E N OT ES AN D Y OU COU LD LOSE Y OU R EN T I RE I N V EST M EN T .
5
Coupon Obse rva t ion Da t e s a nd Coupon Pa ym e nt Da t e s*
Coupon Obse rva t ion Da t e s
Coupon Pa ym e nt Da t e s
September 16, 2019
September 18, 2019
December 16, 2019(1)
December 18, 2019(2)
March 16, 2020(1)
March 18, 2020(2)
June 15, 2020(1)
June 17, 2020(2)
September 14, 2020(1)
September 16, 2020(2)
December 14, 2020(1)
December 16, 2020(2)
March 15, 2021(1)
March 17, 2021(2)
June 14, 2021(1)
June 16, 2021(2)
September 14, 2021(1)
September 16, 2021(2)
December 14, 2021(1)
December 16, 2021(2)
March 14, 2022(1)
March 16, 2022(2)
June 14, 2022(1)(3)
June 17, 2022(2)(4)
(1) These Coupon Observation Dates are also Call Observation Dates.
(2) These Coupon Payment Dates are also Call Settlement Dates.
(3) This is also the Final Valuation Date.
(4) This is also the maturity date.
*
Expected. Subject to postponement if a market disruption event occurs, as described below under "General Terms of the Notes--Market Disruption Events."
6
K e y Risk s
An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the securities composing the Underlying Indices. In addition, your investment
in the Notes entails other risks not associated with an investment in conventional debt securities. Y ou should c onside r c a re fully t he follow ing disc ussion of risk s be fore you
de c ide t ha t a n inve st m e nt in t he N ot e s is suit a ble for you. We a lso urge you t o c onsult your inve st m e nt , le ga l, t a x , a c c ount ing a nd ot he r a dvisors be fore
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inve st ing in t he N ot e s.
Risk s Re la t ing t o t he N ot e s Ge ne ra lly
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Risk of loss a t m a t urit y. The Notes differ from ordinary debt securities in that we will not necessarily repay the full principal amount of the Notes at maturity. If the Notes are not called,
we will repay you the principal amount of your Notes in cash only if the Final Level of each Underlying Index is greater than or equal to its Downside Threshold, and we will only make that
payment at maturity. If the Notes are not called and the Final Level of the Least Performing Underlying Index is less than its Downside Threshold, you will lose some or all of your initial
investment in an amount proportionate to the decline in the level of the Least Performing Underlying Index.
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T he c ont inge nt re pa ym e nt of princ ipa l a pplie s only a t m a t urit y. If the Notes are not automatically called, you should be willing to hold your Notes to maturity. If you are able to
sell your Notes prior to maturity in the secondary market, if any, you may have to do so at a loss relative to your initial investment, even if the levels of both Underlying Indices are above
their respective Downside Thresholds.
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Y ou m a y not re c e ive a ny Cont inge nt Coupons. Royal Bank of Canada will not necessarily make periodic Contingent Coupon payments on the Notes. If the closing level of at least
one Underlying Index on a Coupon Observation Date is less than its Coupon Barrier, we will not pay you the Contingent Coupon applicable to that Coupon Observation Date. If the closing
level of at least one Underlying Index is less than its Coupon Barrier on each of the Coupon Observation Dates, we will not pay you any Contingent Coupons during the term of, and you will
not receive a positive return on, your Notes. Generally, this non-payment of the Contingent Coupon coincides with a period of greater risk of principal loss on your Notes. Accordingly, if we
do not pay the Contingent Coupon on the maturity date, you will incur a loss of principal, because the Final Level of the Least Performing Underlying Index will be less than its Downside
Threshold.
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T he Ca ll Fe a t ure a nd t he Cont inge nt Coupon Fe a t ure lim it your pot e nt ia l re t urn . The return potential of the Notes is limited to the pre-specified Contingent Coupon Rate,
regardless of the appreciation of the Underlying Indices. In addition, the total return on the Notes will vary based on the number of Coupon Observation Dates on which the Contingent
Coupon becomes payable prior to maturity or an automatic call. Further, if the Notes are called due to the automatic call feature, you will not receive any Contingent Coupons or any other
payment in respect of any Coupon Observation Dates after the applicable Call Settlement Date. Since the Notes could be called as early as the first Call Observation Date, the total return
on the Notes could be limited to six months. If the Notes are not called, you may be subject to the full downside performance of the Least Performing Underlying Index, even though your
potential return is limited to the Contingent Coupon Rate. Generally, the longer the Notes are outstanding, the less likely it is that they will be automatically called due to the decline in the
levels of the Underlying Indices and the shorter time remaining for the levels of the Underlying Indices to recover. As a result, the return on an investment in the Notes could be less than
the return on a direct investment in the equity securities composing the Underlying Indices or on a similar security that allows you to participate in the appreciation of the levels of the
Underlying Indices.
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T he Cont inge nt Coupon Ra t e w ill re fle c t in pa rt t he vola t ilit y a nd c orre la t ion of t he U nde rlying I ndic e s a nd m a y not be suffic ie nt t o c om pe nsa t e you for t he
risk of loss a t m a t urit y. "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 either Underlying Index could close below its Downside Threshold on the Final Valuation Date. This risk will generally be reflected in a higher Contingent
Coupon Rate for the Notes than the interest rate payable on our conventional debt securities with a comparable term. In addition, lower correlation between the Underlying Indices can also
indicate a greater likelihood of one Underlying Index closing below its Coupon Barrier or Downside Threshold on a Coupon Observation Date or Final Valuation Date. This greater risk will
also be reflected in a higher Contingent Coupon Rate than on a security linked to Underlying Indices with a greater degree of correlation. However, while the Contingent Coupon is a fixed
amount, the Underlying Indices' volatility and correlation can change significantly over the term of the Notes. The levels of one or both of the Underlying Indices could fall sharply as of the
Final Valuation Date, which could result in missed Contingent Coupon payments and a significant loss of your principal amount.
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T he N ot e s m a y be c a lle d e a rly a nd a re subje c t t o re inve st m e nt risk . The Notes will be called automatically if the closing levels of both Underlying Indices are equal to or
greater than their respective Initial Levels on any Call
7
Observation Date. In the event that the Notes are called prior to maturity, there is no guarantee that you will be able to reinvest the proceeds from an investment in the Notes at a
comparable rate of return for a similar level of risk. To the extent you are able to reinvest your proceeds in an investment comparable to the Notes, you will incur transaction costs and the
original issue price for such an investment is likely to include certain built in costs such as dealer discounts and hedging costs.
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T he N ot e s a re subje c t t o our c re dit 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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T he N ot e s w ill be subje c t t o risk s, inc luding non -pa ym e nt in full, unde r Ca na dia n ba nk re solut ion pow e rs. Under Canadian bank resolution powers, the Canada
Deposit Insurance Corporation ("CDIC") may, in circumstances where we have ceased, or are about to cease, to be viable, assume temporary control or ownership over us and may be
granted broad powers by one or more orders of the Governor in Council (Canada), including the power to sell or dispose of all or a part of our assets, and the power to carry out or cause
us to carry out a transaction or a series of transactions the purpose of which is to restructure our business. See "Description of Debt Securities - Canadian Bank Resolution Powers" in the
accompanying prospectus for a description of the Canadian bank resolution powers, including the bail-in regime. If the CDIC were to take action under the Canadian bank resolution powers
with respect to us, holders of the Notes could be exposed to losses.
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T he init ia l e st im a t e d va lue of t he N ot e s is le ss t ha n t he pric e t o t he public . The initial estimated value for the Notes that is set forth in this pricing supplement is less than
the public offering price you pay for 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 levels of the Underlying Indices, the borrowing rate we pay to issue securities of this kind, and the inclusion in the price to public of
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 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 market 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 init ia l e st im a t e d va lue of t he N ot e s is a n e st im a t e only, c a lc ula t e d a s of t he t im e t he t e rm s of t he N ot e s a re se t . 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.
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 your Notes and the amounts
that may be paid on the Notes.
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Y ou w ill not pa rt ic ipa t e in a ny a ppre c ia t ion of t he U nde rlying I ndic e s, a nd a ny pot e nt ia l re t urn on t he N ot e s is lim it e d. The return on the Notes is limited to the pre-
specified Contingent Coupon Rate, regardless of the appreciation of the Underlying Indices. As a result, the return on an investment in the Notes could be less than the return on a direct
investment in the Underlying Indices. In addition, the total return on the Notes will vary based on the number of Coupon Observation Dates on which the Contingent Coupon becomes
payable prior to maturity or an automatic call. Further, if the Notes are called due to the automatic call feature, you will not receive any Contingent Coupons or any other payment in respect
of any Coupon Observation Dates after the applicable Call Settlement Date. Since the Notes could be called as early as the second Coupon Observation Date, the total return on the Notes
could
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8
be minimal. On the other hand, if the Notes have not been previously called and if the level of an Underlying Index is less than its Initial Level, as the maturity date approaches and the
remaining number of Coupon Observation Dates decreases, the Notes are less likely to be automatically called, as there will be a shorter period of time remaining for the level of that
Underlying Index to increase to its Initial Level. If the Notes are not called, you will be subject to the Underlying Indices' risk of decline.
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I f you se ll t he N ot e s prior t o m a t urit y, you m a y re c e ive le ss t ha n t he princ ipa l a m ount . If the Notes are not automatically called, 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 Downside Thresholds. In addition, you will not receive the benefit of any contingent repayment of principal associated with the Downside
Thresholds 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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Y our re t urn on t he N ot e s m a y be low e r t ha n t he re t urn on a c onve nt iona l de bt se c urit y of c om pa ra ble m a t urit y. 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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Y our re t urn on t he N ot e s w ill not re fle c t divide nds on t he e quit y se c urit ie s c om posing t he U nde rlying I ndic e s. 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 both Underlying
Indices and the determination of the amount to be paid at maturity or upon an automatic call will not take into consideration the value of those dividends.
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I f t he le ve ls of t he U nde rlying I ndic e s c ha nge , t he m a rk e t va lue of t he N ot e s m a y not c ha nge in t he sa m e m a nne r. 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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T he de t e rm ina t ion of t he pa ym e nt s on t he N ot e s, a nd w he t he r t he y a re subje c t t o a n a ut om a t ic c a ll, doe s not t a k e int o a c c ount a ll de ve lopm e nt s in t he
le ve ls of t he U nde rlying I ndic e s. Changes in the levels of the Underlying Indices during the periods between each Coupon Observation Date may not be reflected in the
determination as to whether the Contingent Coupon is payable to you on any Coupon Payment Date or whether the Notes are subject to an automatic call, or the calculation of the amount
payable, if any, at maturity. The calculation agent will determine whether (i) the Contingent Coupon is payable to you on any quarterly Coupon Payment Date or (ii) the Notes are
automatically called on any quarterly Call Observation Date by observing only the closing levels of the Underlying Indices on each Coupon Observation Date. 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 Downside Threshold on the Final Valuation Date.
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T he N ot e s a re not de signe d t o be short -t e rm t ra ding inst rum e nt s. 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 Downside Thresholds 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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Y ou m ust re ly on your ow n e va lua t ion of t he m e rit s of a n inve st m e nt link e d t o t he U nde rlying I ndic e s. 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 either 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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Y our re t urn on t he N ot e s is not link e d t o a ba sk e t c onsist ing of t he U nde rlying I ndic e s. Ra t he r, it w ill be c ont inge nt upon t he pe rform a nc e of e a c h
individua l U nde rlying I nde x . 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
9
components of the basket, you will be exposed equally to the risks related to both of the Underlying Indices. Poor performance by either one of the Underlying Indices over the term of the
Notes may negatively affect your return and will not be offset or mitigated by a positive performance by the other Underlying Index. For the Notes to be automatically called or to receive any
Contingent Coupon payment or contingent repayment of principal at maturity from us, both Underlying Indices must close above their Initial Levels, Coupon Barriers and Downside
Thresholds, respectively, on the applicable Coupon Observation Date. In addition, if not called prior to maturity, you may incur a loss proportionate to the negative return of the Least
Performing Underlying Index. Accordingly, your investment is subject to the market risk of each Underlying Index, which results in a higher risk of your not receiving Contingent Coupon
payments and incurring a loss at maturity.
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Be c a use t he N ot e s a re link e d t o t he individua l pe rform a nc e of m ore t ha n one U nde rlying I nde x , it is m ore lik e ly t ha t one of t he U nde rlying I ndic e s w ill
de c re a se in va lue be low it s Coupon Ba rrie r a nd it s Dow nside T hre shold, inc re a sing t he proba bilit y t ha t you w ill not re c e ive t he Cont inge nt Coupons a nd
t ha t you w ill lose som e or a ll of your init ia l inve st m e nt . 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 a single Underlying Index if their terms are otherwise substantially similar. With a
greater total number of Underlying Indices, it is more likely that an Underlying Index will be below its Coupon Barrier or Downside Threshold on a Coupon Observation Date or the Final
Valuation Date, 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 the Underlying Indices are not correlated to
each other or are negatively correlated, there is a greater potential for one of those Underlying Indices to close below its Coupon Barrier or Downside Threshold or on the Final Valuation
Date, respectively, and therefore the risk of missing a Contingent Coupon payment and that you will lose a portion of your principal at maturity.
It is impossible to predict what the correlations between the Underlying Indices will be over the term of the Notes. The Underlying Indices represent different equity markets and these
different equity markets may not perform similarly over the term of the Notes. Although the correlation of the Underlying Indices' performance may change over the term of the Notes, the
Contingent Coupon Rate was determined, in part, based on the Underlying Indices' performance calculated using our internal models at the time when the terms of the Notes were
determined. As stated earlier, a higher Contingent Coupon Rate is generally associated with lower correlation of the Underlying Indices, which reflects a greater potential for missed
Contingent Coupons and for a loss on your investment at maturity. See "Correlation of the Underlying Indices" below.
Risk s Re la t ing t o Liquidit y a nd Se c onda ry M a rk e t I ssue s
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Se c onda ry t ra ding in t he N ot e s m a y be lim it e d. The Notes will not be listed on any securities exchange. RBCCM intends to offer to purchase the Notes in the secondary market,
but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily. 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 is willing to buy the Notes.
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T he t e rm s of t he N ot e s w e re influe nc e d a t issua nc e a nd t he ir m a rk e t va lue prior t o m a t urit y w ill be influe nc e d by m a ny unpre dic t a ble fa c t ors. Many economic
and market factors influenced the terms of the Notes at issuance and will impact their value prior to maturity or an automatic call. 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 economic and market factors that may either offset or magnify each other, including:
? the level of the Underlying Indices;
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? whether the levels of the Underlying Indices are below their respective Coupon Barriers or the Downside Thresholds;
? the actual and expected volatility of the Underlying Indices;
? the expected correlation of the Underlying Indices;
? the time remaining to maturity of the Notes;
? the dividend rates on the securities composing the Underlying Indices;
1 0
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interest and yield rates in the market generally, as well as in the markets of the equity securities composing the Underlying Indices;
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a variety of economic, financial, political, regulatory or judicial events;
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the occurrence of certain events with respect to the Underlying Indices that may or may not require an adjustment to the terms of the Notes; and
? our creditworthiness, including actual or anticipated downgrades in our credit ratings.
Some or all of these factors influenced the terms of the Notes at issuance, and will also influence the price you will receive if you choose to sell the Notes prior to maturity. The impact of
any of the factors set forth above may enhance or offset some or all of any change resulting from another factor or factors. You may have to sell the Notes at a substantial discount from the
principal amount if, for example, the level of one or both of the Underlying Indices is at, or not sufficiently above, its Downside Threshold.
Risk s Re la t ing t o t he U nde rlying I ndic e s
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Cha nge s t ha t a ffe c t a n U nde rlying I nde x w ill a ffe c t t he m a rk e t va lue of t he N ot e s a nd t he pa ym e nt s on t he N ot e s. 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.
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We ha ve no a ffilia t ion w it h e it he r inde x sponsor a nd w ill not be re sponsible for a ny a c t ions t a k e n by a n inde x sponsor. Neither 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 either index sponsor, including any actions of the type that might impact the
value of the Notes. Neither 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 either index sponsor.
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T he hist oric a l pe rform a nc e of t he U nde rlying I ndic e s should not be t a k e n a s a n indic a t ion of t he ir fut ure pe rform a nc e . 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.
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An inve st m e nt in N ot e s link e d t o t he RT Y is subje c t t o risk s a ssoc ia t e d in inve st ing in st oc k s w it h a sm a ll m a rk e t c a pit a liza t ion. 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.
Risk s Re la t ing t o H e dging Ac t ivit ie s a nd Conflic t s of I nt e re st
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We , U BS or our re spe c t ive a ffilia t e s m a y ha ve a dve rse e c onom ic int e re st s t o t he holde rs of t he N ot e s. 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
1 1
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.
We, UBS or our respective affiliates may currently or from time to time engage in business with the issuers of the securities represented by the Underlying Indices, including extending loans
to, or making equity investments in, or providing advisory services to them, including merger and acquisition advisory services. In the course of this business, we, UBS or our respective
affiliates may acquire non-public information about these companies, and we will not disclose any such information to you. None of us, UBS or our respective affiliates makes any
representation or warranty to any purchaser of the Notes with respect to any matters whatsoever relating to our business with the issuer of any security included in the Underlying Indices or
future price movements of any such security.
Additionally, we, UBS or our respective affiliates may serve as issuer, agent or underwriter for additional issuances of securities with returns linked or related to changes in the level of one
or more of the Underlying Indices. By introducing competing products into the marketplace in this manner, we could adversely affect the value of the Notes.
We may hedge our obligations under the Notes through certain affiliates, who would expect to make a profit on such hedge. We or our affiliates may adjust these hedges by, among other
things, purchasing or selling those assets at any time, including around the time of each Coupon Observation Date, which could have an impact on the return of the Notes. Because hedging
our obligations entails risk and may be influenced by market forces beyond our or our affiliates' control, such hedging may result in a profit that is more or less than expected, or it may
result in a loss.
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T he c a lc ula t ion a ge nt w ill ha ve signific a nt disc re t ion w it h re spe c t t o t he N ot e s, w hic h m a y be e x e rc ise d in a m a nne r t ha t is a dve rse t o your int e re st s. 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 Coupon
Observation Date, if any; whether the Notes are subject to an automatic call; the Final Level for each Underlying Index; the Underlying Index 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.
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M a rk e t disrupt ions m a y a dve rse ly a ffe c t your re t urn. 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 both of the Underlying Indices on any Coupon Observation Date or calculating the Underlying Index 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 one or more of the Coupon
Observation Dates and the maturity date will be postponed, and your return will be adversely affected. See "General Terms of the Notes--Market Disruption Events."
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N on -U .S. inve st ors m a y be subje c t t o c e rt a in a ddit iona l risk s. 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 a resident for tax purposes, of acquiring, holding
and disposing of the Notes and receiving the payments that might be due under the Notes.
For a discussion of the Canadian federal income tax consequences of investing in the Notes, please see the section entitled "Tax Consequences--Canadian Taxation" in the accompanying
prospectus. If you are not a Non-resident Holder (as defined in the section titled "Tax Consequences--Canadian Taxation" in the accompanying prospectus) or if you acquire the Notes in
the secondary market, you should consult your tax advisors as to the consequences of acquiring, holding and disposing of the Notes and receiving the payments that may be due under the
Notes.
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Signific a nt a spe c t s of t he inc om e t a x t re a t m e nt of a n inve st m e nt in t he N ot e s m a y be unc e rt a in. The tax treatment of an investment in the Notes is uncertain. We do
not plan to request a ruling from the Internal Revenue Service (the "IRS") or the Canada Revenue Agency regarding the tax treatment of an investment in the Notes, and the IRS, the
Canada Revenue Agency or a court may not agree with the tax treatment described in this document.
The IRS has issued a notice indicating that it and the Treasury Department are actively considering whether, among other issues, a holder should be required to accrue ordinary income on
a current basis irrespective of any Contingent Coupons. The outcome of this process is uncertain and could apply on a retroactive basis.
Please read carefully the section entitled "U.S. Federal Income Tax Consequences" in this document, the section entitled "Tax Consequences" in the accompanying prospectus and the
section entitled "Certain Income Tax Consequences" in the accompanying prospectus supplement. You should consult your tax advisor about your own tax situation.
1 2
U se of Proc e e ds a nd H e dging
The net proceeds we receive from the sale of the Notes will be used for general corporate purposes and, in part, by us or by one or more of our affiliates in connection with hedging our
obligations under the Notes. The original issue price of the Notes includes the estimated cost of hedging our obligations under the Notes.
In anticipation of the sale of the Notes, we expect to enter into hedging transactions with one or more of our affiliates, involving the Underlying Indices or the securities composing the Underlying
Indices, and/or related listed and/or over-the-counter derivative instruments prior to or on the trade date. From time to time, including around the time of each Coupon Observation Date and the
maturity date, we and our respective affiliates may enter into additional hedging transactions or unwind those that we or they have entered into. In this regard, we and our respective affiliates
may:
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acquire or dispose of investments relating to the Underlying Indices;
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acquire or dispose of long or short positions in listed or over-the-counter derivative instruments related to the Underlying Indices; or
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any combination of the above two.
We and our affiliates may acquire a long or short position in securities similar to the Notes from time to time and may, in our or their sole discretion, hold or resell those similar securities.
We and our affiliates may close out our or their hedges at any time during the term of the Notes, including on or before any Coupon Observation Date. That step may, for example, involve sales
or purchases of over-the-counter derivative instruments linked to the Underlying Indices.
1 3
H ypot he t ic a l Ex a m ple s
H ypot he t ic a l t e rm s only. Ac t ua l t e rm s m a y va ry. Se e t he c ove r pa ge for a c t ua l offe ring t e rm s.
The following examples are hypothetical and provided for illustrative purposes only. They do not purport to be representative of every possible scenario concerning increases or decreases in the level of either Underlying Index relative to its Initial Level.
We cannot predict the Final Level of any Underlying Index. You should not take these examples as an indication or assurance of the expected performance of either Underlying Index. The numbers appearing in the examples and tables below have
been rounded for ease of analysis. The following examples and tables illustrate the Payment at Maturity or upon an automatic call per Note on a hypothetical offering of the Notes, based on the following hypothetical assumptions (the actual Initial
Levels, Coupon Barriers and Downside Thresholds are set forth on the cover page of this document):
Principal Amount:
$10.00
Term:
Approximately three years
Contingent Coupon Rate:
8.45% per annum (or 2.1125% per quarter)
Contingent Coupon*:
$0.21125 per quarter
Coupon Observation Dates:
Quarterly
Call Observation Dates:
Quarterly (callable after six months)
Hypothetical Initial Levels**:

Underlying Index A:
1,000.00
Underlying Index B:
1,000.00
Hypothetical Coupon Barriers**:

Underlying Index A:
700.00 (which is 70% of its Initial Level)
Underlying Index B:
700.00 (which is 70% of its Initial Level)
Hypothetical Downside Thresholds**:

Underlying Index A:
700.00 (which is 70% of its Initial Level)
Underlying Index B:
700.00 (which is 70% of its Initial Level)
* Contingent Coupon payments, if payable, will be paid quarterly unless the Notes are earlier called.
** Not the actual Initial Level, Coupon Barrier or Downside Threshold applicable to the Notes. The actual Initial Level, Coupon Barrier and Downside Threshold of each Underlying Index are set forth on the cover page of this document.
Sc e na rio # 1 : N ot e s Are Ca lle d on t he Se c ond Coupon Obse rva t ion Da t e .
Da t e
Closing Le ve l
Pa ym e nt (pe r N ot e )
First Coupon Observation Date
Underlying Index A: 1,100.00 (at or above Initial Level)
$0.21125 (Contingent Coupon ­ not callable)

Underlying Index B: 1,100.00 (at or above Initial Level)

Second Coupon Observation Date
Underlying Index A: 1,200.00 (at or above Initial Level)
$10.21125 (settlement amount)

Underlying Index B: 1,200.00 (at or above Initial Level)


Total Payment:
$10.4225 (4.225% return)
Since the Notes are called on the second Coupon Observation Date, we will pay you on the Call Settlement Date a total of $10.21125 per Note, reflecting your principal amount plus the applicable Contingent Coupon. When added to the Contingent
Coupon payment of $0.21125 received in respect of the prior Coupon Observation Date, we will have paid you a total of $10.4225 per Note, for a 4.225% total return on the Notes. No further amount will be owed to you under the Notes.
Sc e na rio # 2 : N ot e s Are N OT Ca lle d a nd t he Fina l Le ve l of Bot h U nde rlying I ndic e s Are a t or Above T he ir Re spe c t ive Dow nside T hre sholds.
Da t e
Closing Le ve l
Pa ym e nt (pe r N ot e )
First Coupon Observation Date
Underlying Index A: 850.00 (at or above Coupon Barrier; below Initial Level)
$0.21125 (Contingent Coupon ­ not callable)

Underlying Index B: 850.00 (at or above Coupon Barrier; below Initial Level)

Second Coupon Observation Date
Underlying Index A: 600.00 (below Coupon Barrier)
$0.00 (Notes are not called)

Underlying Index B: 900.00 (at or above Coupon Barrier; below Initial Level)

Third Coupon Observation Date
Underlying Index A: 900.00 (at or above Coupon Barrier; below Initial Level)
$0.00 (Notes are not called)

Underlying Index B: 500.00 (below Coupon Barrier)

Fourth Coupon Observation Date
Underlying Index A: 900.00 (at or above Coupon Barrier; below Initial Level)
$0.21125 (Contingent Coupon ­ Notes are not called)

Underlying Index B: 1,100.00 (above Initial Level)

Fifth through Eleventh Coupon Observation Dates
Underlying Index A: Various (below Coupon Barrier)
$0.00 (Notes are not called)
Underlying Index B: Various (above Initial Level)
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Final Valuation Date
Underlying Index A: 1,600.00 (at or above Downside Threshold and Coupon Barrier; below Initial
$10.21125 (Payment at Maturity)
Level)

Underlying Index B: 1,100.00 (at or above Downside Threshold, Coupon Barrier and Initial Level)


Total Payment:
$10.63375 (6.3375% return)
At maturity, we will pay you a total of $10.21125 per Note, reflecting your principal amount plus the applicable Contingent Coupon. When added to the Contingent Coupon payments of $0.4225 received in respect of prior Coupon Observation Dates on
which Contingent Coupons were paid, we will have paid you a total of $10.63375 per Note, for a 6.3375% total return on the Notes.
1 4
Sc e na rio # 3 : N ot e s Are N OT Ca lle d a nd t he Fina l Le ve l of one U nde rlying I nde x I s Be low it s Dow nside T hre shold
Da t e
Closing Le ve l
Pa ym e nt (pe r N ot e )
First Coupon Observation Date
Underlying Index A: 900.00 (at or above Coupon Barrier; below Initial Level)
$0.21125 (Contingent Coupon ­ not callable)

Underlying Index B: 1,200.00 (above Initial Level)

Second Coupon Observation Date
Underlying Index A: 900.00 (at or above Coupon Barrier; below Initial Level)
$0.21125 (Contingent Coupon ­ Notes are not called)

Underlying Index B: 850.00 (at or above Coupon Barrier; below Initial Level)

Third Coupon Observation Date
Underlying Index A: 1,200.00 (above Initial Level)
$0.21125 (Contingent Coupon ­ Notes are not called)

Underlying Index B: 850.00 (at or above Coupon Barrier; below Initial Level)

Fourth Coupon Observation Date
Underlying Index A: 900.00 (at or above Coupon Barrier; below Initial Level)
$0.00 (Notes are not called)

Underlying Index B: 500.00 (below Coupon Barrier)

Fifth through Eleventh Coupon Observation Dates
Underlying Index A: Various (below Coupon Barrier)
$0.00 (Notes are not called)

Underlying Index B: Various (above Initial Level)

Final Valuation Date
Underlying Index A: 400.00 (below Downside Threshold and Coupon Barrier)
$10.00 + [$10.00 × Underlying Index Return] =
$10.00 + [$10.00 × -60%] =
$10.00 - $6.00 =
$4.00 (Payment at Maturity)

Underlying Index B: 1,300.00 (above Initial Level)


Total Payment:
$4.63375 (-53.6625% return)
Since the Notes are not called and the Final Level of the Least Performing Underlying Index is below its Downside Threshold, we will pay you at maturity $4.00 per Note. When added to the Contingent Coupon payments of $0.63375 received in
respect of prior Coupon Observation Dates, we will have paid you $4.63375 per Note, for a loss on the Notes of 53.6625%.
T he N ot e s diffe r from ordina ry de bt se c urit ie s in t ha t , a m ong ot he r fe a t ure s, w e a re not ne c e ssa rily obliga t e d t o re pa y t he full a m ount of your init ia l inve st m e nt . I f t he N ot e s a re not c a lle d on a ny Ca ll
Obse rva t ion Da t e , you m a y lose som e or a ll of your init ia l inve st m e nt . Spe c ific a lly, if t he N ot e s a re not c a lle d a nd t he Fina l Le ve l of one or bot h of t he U nde rlying I ndic e s is le ss t ha n it s Dow nside T hre shold,
you w ill lose 1 % (or a fra c t ion t he re of) of your princ ipa l a m ount for e a c h 1 % (or a fra c t ion t he re of) t ha t t he U nde rlying I nde x Re t urn of t he Le a st Pe rform ing U nde rlying I nde x is le ss t ha n ze ro.
Any pa ym e nt on t he N ot e s, inc luding pa ym e nt s in re spe c t of a n a ut om a t ic c a ll, Cont inge nt Coupon or a ny re pa ym e nt of princ ipa l provide d a t m a t urit y, is de pe nde nt on our a bilit y t o sa t isfy our obliga t ions
w he n t he y c om e due . I f w e a re una ble t o m e e t our obliga t ions, you m a y not re c e ive a ny a m ount s due t o you unde r t he N ot e s.
1 5
Wha t Are t he T a x Conse que nc e s of t he N ot e s?
U .S. Fe de ra l I nc om e T a x Conse que nc e s
The following is a general description of the material U.S. tax considerations relating to the Notes. It does not purport to be a complete analysis of all tax considerations relating to the Notes. Prospective purchasers of the Notes
should consult their tax advisors as to the consequences under the tax laws of the country of which they are a resident for tax purposes and the tax laws of Canada and the U.S. of acquiring, holding and disposing of the Notes
and receiving payments under the Notes. This summary is based upon the law as in effect on the date of this document and is subject to any change in law that may take effect after such date.
The following section supplements the discussion of U.S. federal income taxation in the accompanying prospectus and prospectus supplement. It applies only to those holders who are not excluded from the discussion of U.S.
federal income taxation in the accompanying prospectus. It does not apply to holders subject to special rules including accrual method taxpayers subject to special tax accounting rules under Section 451(b) of the Code. This
discussion applies only to U.S. holders and non-U.S. holders that will purchase the Notes upon original issuance and will hold the Notes as capital assets for U.S. federal income tax purposes. In addition, the discussion below
assumes that an investor in the Notes will be subject to a significant risk that it will lose a significant amount of its investment in the Notes. You should consult your tax advisor concerning the U.S. federal income tax and other tax
consequences of your investment in the Notes in your particular circumstances, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.
NO STATUTORY, JUDICIAL OR ADMINISTRATIVE AUTHORITY DIRECTLY DISCUSSES HOW THE NOTES SHOULD BE TREATED FOR U.S. FEDERAL INCOME TAX PURPOSES. AS A RESULT, THE U.S. FEDERAL
INCOME TAX CONSEQUENCES OF AN INVESTMENT IN THE NOTES ARE UNCERTAIN. BECAUSE OF THE UNCERTAINTY, YOU SHOULD CONSULT YOUR TAX ADVISOR IN DETERMINING THE U.S. FEDERAL INCOME
TAX AND OTHER TAX CONSEQUENCES OF YOUR INVESTMENT IN THE NOTES, INCLUDING THE APPLICATION OF STATE, LOCAL OR OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL
OR OTHER TAX LAWS.
We will not attempt to ascertain whether the issuer of any of the component stocks included in any Underlying Index would be treated as a "passive foreign investment company" within the meaning of Section 1297 of the Internal
Revenue Code or a "U.S. real property holding corporation" within the meaning of Section 897 of the Internal Revenue Code. If the issuer of one or more of such stocks were so treated, certain adverse U.S. federal income tax
consequences could possibly apply. You should refer to any available information filed with the SEC and other authorities by the issuers of the component stock included in any Underlying Index and consult your tax advisor
regarding the possible consequences to you in this regard, if any.
In the opinion of our counsel, Morrison & Foerster LLP, it would generally be reasonable to treat a Note with terms described in this document as a callable pre-paid contingent income-bearing cash-settled derivative contract linked
to the Underlying Indices for U.S. federal income tax purposes, and the terms of the Notes require a holder and us (in the absence of a change in law or an administrative or judicial ruling to the contrary) to treat the Notes for all
tax purposes in accordance with such characterization. If the Notes are so treated, a U.S. holder should generally recognize capital gain or loss upon the sale or maturity of the Notes in an amount equal to the difference between
the amount a holder receives at such time and the holder's tax basis in the Notes. Capital gain recognized by an individual U.S. holder is generally taxed at preferential rates where the property is held for more than one year and is
generally taxed at ordinary income rates where the property is held for one year or less. The deductibility of capital losses is subject to limitations. In addition, we intend to treat the Contingent Coupons as U.S. source income for
U.S. federal income tax purposes. The following discussion assumes that the treatment described in this paragraph is proper and will be respected.
Although the U.S. federal income tax treatment of the Contingent Coupons is uncertain, we intend to take the position, and the following discussion assumes, that such Contingent Coupons (including any coupon paid on or with
respect to the call or maturity date) constitute taxable ordinary income to a U.S. holder at the time received or accrued in accordance with the holder's regular method of accounting. If the Notes are treated as described above, a
U.S. holder should generally recognize capital gain or loss upon the call, sale or maturity of the Notes in an amount equal to the difference between the amount a holder receives at such time (other than amounts properly
attributable to any Contingent Coupon, which would be taxed, as described above, as ordinary income) and the holder's tax basis in the Notes. In general, a U.S. holder's tax basis in the Notes will be equal to the price the holder
paid for the Notes. Capital gain recognized by an individual U.S. holder is generally taxed at preferential rates where the property is held for more than one year and is generally taxed at ordinary income rates where the property is
held for one year or less. The ordinary income treatment of the Contingent Coupons, in conjunction with the capital loss treatment of any loss recognized upon the sale, exchange or maturity of the Notes, could result in adverse tax
consequences to a holder because the deductibility of capital losses is subject to limitations.
Alternative Treatments. Alternative tax treatments of the Notes are also possible and the IRS might assert that a treatment other than that described above is more appropriate. For example, it would also be possible to treat the
Notes, and the IRS might assert that the Notes should be treated, as a single debt instrument.
Because the Notes have a term that exceeds one year, such a debt instrument would be subject to the special tax rules governing contingent payment debt instruments. If the Notes are so treated, a holder would generally be
required to accrue interest income over the term of the Notes based upon the yield at which we would issue a non-contingent fixed-rate debt instrument with other terms and conditions similar to the Notes. In addition, any gain a
holder might recognize upon the call, sale or maturity of the Notes would be ordinary income and any loss recognized by a holder at such time would generally be ordinary loss to the extent of interest that same holder included in
income in the current or previous taxable years in respect of the Notes, and thereafter, would be capital loss.
Because of the absence of authority regarding the appropriate tax characterization of the Notes, it is also possible that the IRS could seek to characterize the Notes in a manner that results in other tax consequences that are
different from those described above. For example, the IRS could possibly assert that any gain or loss that a holder may recognize upon the call, sale or maturity of the Notes should be treated as ordinary gain or loss.
The IRS has released a notice that may affect the taxation of holders of the Notes. According to the notice, the IRS and the U.S. Treasury Department are actively considering whether the holder of an instrument similar to the
Notes should be required to accrue ordinary income on a current basis. It is not possible to determine what guidance they will ultimately issue, if any. It is possible, however, that under such guidance, holders of the Notes will
ultimately be required to accrue income currently and this could be applied on a retroactive basis.
The IRS and the U.S. Treasury Department are also considering other relevant issues, including whether additional gain or loss from such instruments should be treated as ordinary or capital and whether the special "constructive
ownership rules" of Section 1260 of the Internal
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Revenue Code, which very generally can operate to recharacterize certain long-term capital gains as ordinary income and impose an interest charge, might be applied to such instruments. Holders are urged to consult their tax
advisors concerning the significance, and the potential impact, of the above considerations. We intend to treat the Notes for U.S. federal income tax purposes in accordance with the treatment described in this document unless and
until such time as the U.S. Treasury Department and IRS determine that some other treatment is more appropriate.
Backup Withholding and Information Reporting. Payments made with respect to the Notes and proceeds from the sale of the Notes may be subject to a backup withholding tax unless, in general, the holder complies with certain
procedures or is an exempt recipient. Any amounts so withheld generally will be refunded by the IRS or allowed as a credit against the holder's U.S. federal income tax liability, provided the holder makes a timely filing of an
appropriate tax return or refund claim to the IRS.
Reports will be made to the IRS and to holders that are not exempted from the reporting requirements.
Individual holders that own "specified foreign financial assets" may be required to include certain information with respect to such assets with their U.S. federal income tax return. You are urged to consult your own tax advisor
regarding such requirements with respect to the Notes.
Non-U.S. Holders. The following discussion applies to non-U.S. holders of the Notes. A non-U.S. holder is a beneficial owner of the Notes that, for U.S. federal income tax purposes, is a non-resident alien individual, a foreign
corporation, or a foreign estate or trust.
While the U.S. federal income tax treatment of the Notes (including proper characterization of the Contingent Coupons for U.S. federal income tax purposes) is uncertain, U.S. federal income tax at a 30% rate (or at a lower rate
under an applicable income tax treaty) will be withheld in respect of the Contingent Coupons paid to a non-U.S. holder unless such payments are effectively connected with the conduct by the non-U.S. holder of a trade or
business in the U.S. (in which case, to avoid withholding, the non-U.S. holder will be required to provide a Form W-8ECI). We will not pay any additional amounts in respect of such withholding. To claim benefits under an income
tax treaty, a non-U.S. holder must obtain a taxpayer identification number and certify as to its eligibility under the appropriate treaty's limitations on benefits article, if applicable (which certification may generally be made on a Form
W-8BEN or Form W-8BEN-E, or a substitute or successor form). In addition, special rules may apply to claims for treaty benefits made by corporate non-U.S. holders. A non-U.S. holder that is eligible for a reduced rate of U.S.
federal withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the IRS. The availability of a lower rate of withholding or an exemption from
withholding under an applicable income tax treaty will depend on the proper characterization of the Contingent Coupons under U.S. federal income tax laws and whether such treaty rate or exemption applies to such Contingent
Coupon payments. No assurance can be provided on the proper characterization of the Contingent Coupons for U.S. federal income tax purposes and, accordingly, no assurance can be provided on the availability of benefits under
any income tax treaty. Non-U.S. holders must consult their tax advisors in this regard.
Except as discussed below, a non-U.S. holder will generally not be subject to U.S. federal income or withholding tax on any gain (not including for the avoidance of doubt any amounts properly attributable to any Contingent Coupon
which would be subject to the rules discussed in the previous paragraph) upon the call, sale or maturity of the Notes, provided that (i) the holder complies with any applicable certification requirements (which certification may
generally be made on a Form W-8BEN or Form W-8BEN-E, or a substitute or successor form), (ii) the payment is not effectively connected with the conduct by the holder of a U.S. trade or business, and (iii) if the holder is a non-
resident alien individual, such holder is not present in the U.S. for 183 days or more during the taxable year of the call, sale or maturity of the Notes. In the case of (ii) above, the holder generally would be subject to U.S. federal
income tax with respect to any income or gain in the same manner as if the holder were a U.S. holder and, in the case of a holder that is a corporation, the holder may also be subject to a branch profits tax equal to 30% (or such
lower rate provided by an applicable U.S. income tax treaty) of a portion of its earnings and profits for the taxable year that are effectively connected with its conduct of a trade or business in the U.S., subject to certain adjustments.
Payments made to a non-U.S. holder may be subject to information reporting and to backup withholding unless the holder complies with applicable certification and identification requirements as to its foreign status. As discussed
above, alternative characterizations of the Notes for U.S. federal income tax purposes are possible. Should an alternative characterization, by reason of change or clarification of the law, by regulation or otherwise, cause payments
as to the Notes to become subject to withholding tax in addition to the withholding tax described above, we will withhold tax at the applicable statutory rate. The IRS has also indicated that it is considering whether income in
respect of instruments such as the Notes should be subject to withholding tax. Prospective investors should consult their own tax advisors in this regard.
Under Section 871(m) of the Code, a "dividend equivalent" payment is treated as a dividend from sources within the United States. Such payments generally would be subject to a 30% U.S. withholding tax if paid to a non-U.S.
holder. Under U.S. Treasury Department regulations, payments (including deemed payments) with respect to equity-linked instruments ("ELIs") that are "specified ELIs" may be treated as dividend equivalents if such specified ELIs
reference an interest in an "underlying security," which is generally any interest in an entity taxable as a corporation for U.S. federal income tax purposes if a payment with respect to such interest could give rise to a U.S. source
dividend. However, the IRS has issued guidance that states that the U.S. Treasury Department and the IRS intend to amend the effective dates of the U.S. Treasury Department regulations to provide that withholding on dividend
equivalent payments will not apply to specified ELIs that are not delta-one instruments and that are issued before January 1, 2021. Based on our determination that the Notes are not delta-one instruments, non-U.S. holders should
not be subject to withholding on dividend equivalent payments, if any, under the Notes. However, it is possible that the Notes could be treated as deemed reissued for U.S. federal income tax purposes upon the occurrence of
certain events affecting the Underlying Indices or the Notes (for example, upon an Underlying Index rebalancing), and following such occurrence the Notes could be treated as subject to withholding on dividend equivalent
payments. Non-U.S. holders that enter, or have entered, into other transactions in respect of the Underlying Indices or the Notes should consult their tax advisors as to the application of the dividend equivalent withholding tax in the
context of the Notes and their other transactions. If any payments are treated as dividend equivalents subject to withholding, we (or the applicable withholding agent) would be entitled to withhold taxes without being required to pay
any additional amounts with respect to amounts so withheld.
Individual holders that own "specified foreign financial assets" may be required to include certain information with respect to such assets with their U.S. federal income tax return. You are urged to consult your own tax advisor
regarding such requirements with respect to the Notes.
Foreign Account Tax Compliance Act. The Foreign Account Tax Compliance Act ("FATCA") imposes a 30% U.S. withholding tax on certain U.S. source payments of interest (and original issue discount), dividends, or other fixed or
determinable annual or periodical gain, profits, and income, and on the gross proceeds from a disposition of property of a type which can produce U.S. source interest or dividends ("Withholdable Payments"), if paid to a foreign
financial institution (including amounts paid to a foreign financial institution on behalf of a holder), unless such institution enters into an agreement with the U.S. Treasury Department to collect and provide to the U.S. Treasury
Department certain information regarding U.S. financial account holders, including certain account holders that are foreign entities with U.S. owners, with such institution, or otherwise complies with the legislation. In addition, the
Notes may constitute a "financial account" for these purposes and, thus, be subject to information reporting requirements pursuant to FATCA. FATCA also generally imposes a withholding tax of 30% on
1 7
Withholdable Payments made to a non-financial foreign entity unless such entity provides the withholding agent with a certification that it does not have any substantial U.S. owners or a certification identifying the direct and indirect
substantial U.S. owners of the entity. Under certain circumstances, a holder may be eligible for refunds or credits of such taxes.
The U.S. Treasury Department and the IRS have announced that withholding on payments of gross proceeds from a sale or redemption of the Notes will only apply to payments made after December 31, 2018. However, recently
proposed regulations eliminate the requirement of withholding on gross proceeds from the sale or disposition of financial instruments. The U.S. Treasury Department has indicated that taxpayers may rely on these proposed
regulations pending their finalization. If we determine withholding is appropriate with respect to the Notes, we will withhold tax at the applicable statutory rate, and we will not pay any additional amounts in respect of such
withholding. Therefore, if such withholding applies, any payments on the Notes will be significantly less than what you would have otherwise received. Foreign financial institutions and non-financial foreign entities located in
jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Prospective investors are urged to consult with their own tax advisors regarding the possible
implications of FATCA on their investment in the Notes.
Ca na dia n Fe de ra l I nc om e T a x Conse que nc e s
For a discussion of the material Canadian federal income tax consequences relating to an investment in the Notes, please see the section entitled "Tax Consequences--Canadian Taxation" in the accompanying prospectus, which
you should carefully review prior to investing in the Notes.
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I nform a t ion About t he U nde rlying I ndic e s
We have derived all information contained in this document regarding each of the Underlying Indices, including, without limitation, its make up, method of calculation, and changes in its components, from publicly available sources.
The information reflects the policies of, and is subject to change by, the applicable index sponsor. Each index sponsor, which owns the copyright and all other rights to the applicable Underlying Index, has no obligation to continue
to publish, and may discontinue publication of, that Underlying Index. The consequences of an index sponsor discontinuing publication of the applicable Underlying Index are discussed below under the heading "General Terms of
the Notes--Discontinuation of an Underlying Index; Alteration of Method of Calculation." None of us, UBS or RBCCM accepts any responsibility for the calculation, maintenance or publication of any Underlying Index or any
successor index.
T he S& P 5 0 0 ® I nde x
The SPX is intended to provide an indication of the pattern of common stock price movement in the large capitalization segment of the U.S. equity market. The calculation of the level of the SPX is based on the relative value of the
aggregate market value of the common stocks of 500 companies as of a particular time compared to the aggregate average market value of the common stocks of 500 similar companies during the base period of the years 1941
through 1943.
The index sponsor calculates the SPX by reference to the prices of the constituent stocks of the SPX without taking account of the value of dividends paid on those stocks. As a result, the return on the Notes will not reflect the
return you would realize if you actually owned the SPX constituent stocks and received the dividends paid on those stocks.
Com put a t ion of t he SPX
While the index sponsor currently employs the following methodology to calculate the SPX, no assurance can be given that the index sponsor will not modify or change this methodology in a manner that may affect the Payment at
Maturity.
Historically, the market value of any component stock of the SPX was calculated as the product of the market price per share and the number of then outstanding shares of such component stock. In March 2005, the index sponsor
began shifting the SPX halfway from a market capitalization weighted formula to a float-adjusted formula, before moving the SPX to full float adjustment on September 16, 2005. The index sponsor's criteria for selecting stocks for
the SPX did not change with the shift to float adjustment. However, the adjustment affects each company's weight in the SPX.
Under float adjustment, the share counts used in calculating the SPX reflect only those shares that are available to investors, not all of a company's outstanding shares. Float adjustment excludes shares that are closely held by
https://www.sec.gov/Archives/edgar/data/1000275/000114036119011173/form424b2.htm[6/18/2019 8:32:51 AM]


control groups, other publicly traded companies or government agencies.
In September 2012, all shareholdings representing more than 5% of a stock's outstanding shares, other than holdings by "block owners," were removed from the float for purposes of calculating the SPX. Generally, these "control
holders" will include officers and directors, private equity, venture capital and special equity firms, other publicly traded companies that hold shares for control, strategic partners, holders of restricted shares, ESOPs, employee and
family trusts, foundations associated with the company, holders of unlisted share classes of stock, government entities at all levels (other than government retirement/pension funds) and any individual person who controls a 5% or
greater stake in a company as reported in regulatory filings. However, holdings by block owners, such as depositary banks, pension funds, mutual funds and ETF providers, 401(k) plans of the company, government
retirement/pension funds, investment funds of insurance companies, asset managers and investment funds, independent foundations and savings and investment plans, will ordinarily be considered part of the float.
Treasury stock, stock options, restricted shares, equity participation units, warrants, preferred stock, convertible stock, and rights are not part of the float. Shares held in a trust to allow investors in countries outside the country of
domicile, such as depositary shares and Canadian exchangeable shares are normally part of the float unless those shares form a control block.
For each stock, an investable weight factor ("IWF") is calculated by dividing the available float shares by the total shares outstanding. Available float shares are defined as the total shares outstanding less shares held by control
holders. This calculation is subject to a 5% minimum threshold for control blocks. For example, if a company's officers and directors hold 3% of the company's shares, and no other control group holds 5% of the company's
shares, the index sponsor would assign that company an IWF of 1.00, as no control group meets the 5% threshold. However, if a company's officers and directors hold 3% of the company's shares and another control group holds
20% of the company's shares, the index sponsor would assign an IWF of 0.77, reflecting the fact that 23% of the company's outstanding shares are considered to be held for control. As of July 31, 2017, companies with multiple
share class lines are no longer eligible for inclusion in the SPX. Constituents of the SPX prior to July 31, 2017 with multiple share class lines will be grandfathered in and continue to be included in the SPX. If a constituent
company of the SPX reorganizes into a multiple share class line structure, that company will remain in the SPX at the discretion of the S&P Index Committee in order to minimize turnover
The SPX is calculated using a base-weighted aggregate methodology. The level of the SPX reflects the total market value of all 500 component stocks relative to the base period of the years 1941 through 1943. An indexed
number is used to represent the results of this calculation in order to make the level easier to work with and track over time. The actual total market value of the component stocks during the base period of the years 1941 through
1943 has been set to an indexed level of 10. This is often indicated by the notation 1941- 43 = 10. In practice, the daily calculation of the SPX is computed by dividing the total market value of the component stocks by the "index
divisor." By itself, the index divisor is an arbitrary number. However, in the context of the calculation of the SPX, it serves as a link to the original base period level of the SPX. The index divisor keeps the SPX comparable over time
and is the manipulation point for all adjustments to the SPX, which is index maintenance.
I nde x M a int e na nc e
Index maintenance includes monitoring and completing the adjustments for company additions and deletions, share changes, stock splits, stock dividends, and stock price adjustments due to company restructuring or spinoffs.
Some corporate actions, such as stock splits and stock dividends, require changes in the common shares outstanding and the stock prices of the companies in the SPX, and do not require index divisor adjustments.
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To prevent the level of the SPX from changing due to corporate actions, corporate actions which affect the total market value of the SPX require an index divisor adjustment. By adjusting the index divisor for the change in market
value, the level of the SPX remains constant and does not reflect the corporate actions of individual companies in the SPX. Index divisor adjustments are made after the close of trading and after the calculation of the index closing
level.
Changes in a company's shares outstanding and IWF due to its acquisition of another public company are made as soon as reasonably possible. At S&P's discretion, de minimis merger and acquisition share changes are
accumulated and implemented with the quarterly share rebalancing.
All other changes of less than 5% are accumulated and made quarterly on the third Friday of March, June, September, and December.
Changes in a company's total shares outstanding of 5% or more due to public offerings are made as soon as reasonably possible. Other changes of 5% or more (for example, due to tender offers, Dutch auctions, voluntary
exchange offers, company stock repurchases, private placements, acquisitions of private companies or non-index companies that do not trade on a major exchange, redemptions, exercise of options, warrants, conversion of
preferred stock, notes, debt, equity participations, at-the-market stock offerings or other recapitalizations) are made weekly, and are generally announced on Fridays for implementation after the close of trading the following Friday
(one week later). If a 5% or more share change causes a company's IWF to change by five percentage points or more, the IWF is updated at the same time as the share change. IWF changes resulting from partial tender offers
are considered on a case-by-case basis.
Lic e nse Agre e m e nt
S&P® is a registered trademark of Standard & Poor's Financial Services LLC ("S&P") and Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC ("Dow Jones"). These trademarks have been licensed for
use by S&P Dow Jones Indices LLC. "Standard & Poor's®," "S&P 500®" and "S&P®" are trademarks of S&P. These trademarks have been sublicensed for certain purposes by us. The SPX is a product of S&P Dow Jones Indices
LLC and/or its affiliates and has been licensed for use by us.
The Notes are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, S&P or any of their respective affiliates (collectively, "S&P Dow Jones Indices"). S&P Dow Jones Indices make no
representation or warranty, express or implied, to the holders of the Notes or any member of the public regarding the advisability of investing in securities generally or in the Notes particularly or the ability of the SPX to track
general market performance. S&P Dow Jones Indices' only relationship to us with respect to the SPX is the licensing of the SPX and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its
third party licensors. The SPX is determined, composed and calculated by S&P Dow Jones Indices without regard to us or the Notes. S&P Dow Jones Indices have no obligation to take our needs or the needs of holders of the
Notes into consideration in determining, composing or calculating the SPX. S&P Dow Jones Indices are not responsible for and have not participated in the determination of the prices, and amount of the Notes or the timing of the
issuance or sale of the Notes or in the determination or calculation of the equation by which the Notes are to be converted into cash. S&P Dow Jones Indices have no obligation or liability in connection with the administration,
marketing or trading of the Notes. There is no assurance that investment products based on the SPX will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC and its subsidiaries
are not investment advisors. Inclusion of a security or futures contract within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security or futures contract, nor is it considered to be investment
advice. Notwithstanding the foregoing, CME Group Inc. and its affiliates may independently issue and/or sponsor financial products unrelated to the Notes currently being issued by us, but which may be similar to and competitive
with the Notes. In addition, CME Group Inc. and its affiliates may trade financial products which are linked to the performance of the SPX. It is possible that this trading activity will affect the value of the Notes.
S&P DOW JONES INDICES DO NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE SPX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING
BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR
LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY US, HOLDERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE
SPX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P
DOW JONES INDICES AND US, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.
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T he gra ph be low illust ra t e s t he pe rform a nc e of t his U nde rlying I nde x from J une 1 4 , 2 0 0 9 t o J une 1 4 , 2 0 1 9 , ba se d on it s I nit ia l Le ve l of 2 ,8 8 6 .9 8 . T he solid line
re pre se nt s it s Coupon Ba rrie r a nd Dow nside T hre shold of 2 ,0 2 0 .8 9 , w hic h is e qua l t o 7 0 % of it s I nit ia l Le ve l (rounde d t o t w o de c im a l pla c e s).
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