Obligation Royal Bank of Canada 0% ( US78015KTA24 ) en USD

Royal Bank of Canada

185.71 % ▲

Canada

US78015KTA24 ( en USD )

19/08/2026

Prospectus brochure de l'obligation Royal Bank of Canada US78015KTA24 en USD 0%, échéance 19/08/2026

1 000 USD

413 000 USD

78015KTA2

N/A

La Banque Royale du Canada (RBC) est une institution financière multinationale canadienne offrant une large gamme de services financiers, incluant les services bancaires aux particuliers et aux entreprises, la gestion de patrimoine, les marchés des capitaux et l'assurance.

L'Obligation émise par Royal Bank of Canada ( Canada ) , en USD, avec le code ISIN US78015KTA24, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/08/2026

L'Obligation émise par Royal Bank of Canada ( Canada ) , en USD, avec le code ISIN US78015KTA24, a été notée NR par l'agence de notation Moody's.

5/19/2020
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424B2 1 form424b2.htm BUFFERED RETURN NOTES (SPX) 78015KTA2
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-227001

Pricing Supplement
$413,000
Buffered Return Notes
Dated May 14, 2020
Linked to the S&P 500® Index,
Due August 19, 2026
To the Product Prospectus Supplement ERN-EI-1, Prospectus
Royal Bank of Canada
Supplement, and Prospectus Each Dated September 7, 2018
Royal Bank of Canada is offering the Buffered Return Notes (the "Notes") linked to the performance of the S&P 500® Index
(the "Reference Asset").
The CUSIP number for the Notes is 78015KTA2. The Notes do not pay interest. The Notes provide a one-for-one positive
return if the level of the Reference Asset increases from the Initial Level to the Final Level. If the Final Level is less than
the Initial Level by no more than 20%, investors wil receive the principal amount. However, investors wil lose 1% of the
principal amount of the Notes for each 1% decrease from the Initial Level to the Final Level of more than 20%. Any
payments on the Notes are subject to our credit risk.
Issue Date: May 19, 2020
Maturity Date: August 19, 2026
The Notes wil not be listed on any securities exchange.
Investing in the Notes involves a number of risks. See "Selected Risk Considerations" beginning on page P-6 of this pricing
supplement, "Additional Risk Factors Specific to the Notes" beginning on page PS-4 of the product prospectus supplement
dated September 7, 2018, and "Risk Factors" beginning on page S-1 of the prospectus supplement dated September 7,
2018.
The Notes wil not constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit
Insurance Corporation or any other Canadian or U.S. government agency or instrumentality. The Notes are not subject to
conversion into our common shares under subsection 39.2(2.3) of the Canada Deposit Insurance Corporation Act.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or determined that this pricing supplement is truthful or complete. Any representation to the contrary is a
criminal offense.

Per Note

Total
Price to public(1)
100.00%

$413,000
Underwriting discounts and commissions(1)
3.25%

$13,422.50
Proceeds to Royal Bank of Canada
96.75%

$399,577.50
(1) Certain dealers who purchased the Notes for sale to certain fee-based advisory accounts may have foregone some or all of their
underwriting discount or selling concessions. The public offering price for investors purchasing the Notes in these accounts was
between $967.50 and $1,000 per $1,000 in principal amount.
The initial estimated value of the Notes as of the Trade Date was $941.59 per $1,000 in principal amount, which is less than the price to
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 in more detail below.
RBC Capital Markets, LLC, which we refer to as RBCCM, acting as agent for Royal Bank of Canada, received a commission of $32.50
per $1,000 in principal amount of the Notes and used a portion of that commission to allow selling concessions to other dealers of up to
$32.50 per $1,000 in principal amount of the Notes. The other dealers may forgo, in their sole discretion, some or all of their selling
concessions. See "Supplemental Plan of Distribution (Conflicts of Interest)" below.
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SUMMARY
The information in this "Summary" section is qualified by the more detailed information set forth in this pricing supplement,
the product prospectus supplement, the prospectus supplement, and the prospectus.
Issuer:
Royal Bank of Canada ("Royal Bank")
Underwriter:
RBC Capital Markets, LLC ("RBCCM")
Reference Asset:
S&P 500® Index ("SPX")
Currency:
U.S. Dol ars
Minimum
$1,000 and minimum denominations of $1,000 in excess thereof
Investment:
Trade Date (Pricing
May 14, 2020
Date):
Issue Date:
May 19, 2020
Valuation Date:
August 14, 2026
Maturity Date:
August 19, 2026, subject to extension for market and other disruptions, as described in the product
prospectus supplement dated September 7, 2018.
Payment at Maturity If the Percentage Change is positive, then the investor wil receive an amount per $1,000 principal
(if held to maturity):
amount per Note equal to:
Principal Amount + (Principal Amount x Percentage Change)
If the Percentage Change is less than or equal to 0%, but not by more than the Buffer
Percentage (that is, the Percentage Change is between zero and -20%), then the investor wil
receive the principal amount only.
If the Percentage Change is negative, by more than the Buffer Percentage (that is, the
Percentage Change is between -20.01% and -100%), then the investor wil receive a cash payment
equal to:
Principal Amount + [Principal Amount x (Percentage Change + Buffer Percentage)]
Percentage Change: The Percentage Change, expressed as a percentage, is calculated using the fol owing formula:
Initial Level:
2,852.50, which was the closing level of the Reference Asset on the Trade Date.
Final Level:
The closing level of the Reference Asset on the Valuation Date.
Buffer Percentage:
20%
Buffer Level:
2,282.00, which is 80% of the Initial Level
Principal at Risk:
The Notes are NOT principal protected. You may lose a substantial portion of your principal
amount at maturity if the Final Level is less than the Buffer Level.
Calculation Agent:
RBCCM
U.S. Tax Treatment: By purchasing a Note, each holder agrees (in the absence of a change in law, an administrative
determination or a judicial ruling to the contrary) to treat the Notes as a pre-paid cash-settled
derivative contract for U.S. federal income tax purposes. However, the U.S. federal income tax
consequences of your investment in the Notes are uncertain and the Internal Revenue Service
could assert that the Notes should be taxed in a manner that is
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different from that described in the preceding sentence. Please see the section below,
"Supplemental Discussion of U.S. Federal Income Tax Consequences," and the discussion
(including the opinion of our counsel Morrison & Foerster LLP) in the product prospectus
supplement dated September 7, 2018 under "Supplemental Discussion of U.S. Federal Income Tax
Consequences," which apply to the Notes.
Secondary Market:
RBCCM (or one of its affiliates), though not obligated to do so, may maintain a secondary market in
the Notes after the Issue Date. The amount that you may receive upon sale of your Notes prior
to maturity may be less than the principal amount of your Notes.
Listing:
The Notes wil not be listed on any securities exchange.
Clearance and
DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as
Settlement:
described under "Description of Debt Securities--Ownership and Book-Entry Issuance" in the
prospectus dated September 7, 2018).
Terms Incorporated
Al of the terms appearing above the item captioned "Secondary Market" on pages P-2 and P-3 of
in
this pricing supplement and the terms appearing under the caption "General Terms of the Notes" in
the Master Note:
the product prospectus supplement dated September 7, 2018, as modified by this pricing
supplement.
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ADDITIONAL TERMS OF YOUR NOTES
You should read this pricing supplement together with the prospectus dated September 7, 2018, as supplemented by the
prospectus supplement dated September 7, 2018 and the product prospectus supplement dated September 7, 2018,
relating to our Senior Global Medium-Term Notes, Series H, of which these Notes are a part. Capitalized terms used but
not defined in this pricing supplement wil have the meanings given to them in the product prospectus supplement. In the
event of any conflict, this pricing supplement wil control. The Notes vary from the terms described in the product
prospectus supplement in several important ways. You should read this pricing supplement carefully.
This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes al
prior or contemporaneous oral statements as wel as any other written materials including preliminary or indicative pricing
terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational
materials of ours. You should careful y consider, among other things, the matters set forth in "Risk Factors" in the
prospectus supplement dated September 7, 2018 and "Additional Risk Factors Specific to the Notes" in the product
prospectus supplement dated September 7, 2018, as the Notes involve risks not associated with conventional debt
securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the
Notes. You may access these documents on the Securities and Exchange Commission (the "SEC") website at
www.sec.gov as fol ows (or if that address has changed, by reviewing our filings for the relevant date on the SEC website):
Prospectus dated September 7, 2018:
https://www.sec.gov/Archives/edgar/data/1000275/000121465918005973/l96181424b3.htm
Prospectus Supplement dated September 7, 2018:
https://www.sec.gov/Archives/edgar/data/1000275/000121465918005975/f97180424b3.htm
Product Prospectus Supplement ERN-EI-1 dated September 7, 2018:
https://www.sec.gov/Archives/edgar/data/1000275/000114036118038044/form424b5.htm
Our Central Index Key, or CIK, on the SEC website is 1000275. As used in this pricing supplement, "we," "us," or "our"
refers to Royal Bank of Canada.
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HYPOTHETICAL RETURNS
The examples set out below are included for il ustration purposes only. The hypothetical Percentage Changes of the
Reference Asset used to il ustrate the calculation of the Payment at Maturity (rounded to two decimal places) are not
estimates or forecasts of the Final Level or the level of the Reference Asset on any trading day prior to the Maturity Date.
Al examples are based on the Buffer Percentage of 20% (the Buffer Level is 80% of the Initial Level), and assume that a
holder purchased Notes with an aggregate principal amount of $1,000 and that no market disruption event occurs on the
Valuation Date.
Example 1 --
Calculation of the Payment at Maturity where the Percentage Change is positive.

Percentage Change: 5%

Payment at Maturity: $1,000 + ($1,000 x 5%) = $1,000 + $50 = $1,050

On a $1,000 investment, a 5% Percentage Change results in a Payment at Maturity of $1,050, a 5%
return on the Notes.
Example 2 --
Calculation of the Payment at Maturity where the Percentage Change is negative (but not by more than
the Buffer Percentage).

Percentage Change: -8%

Payment at Maturity: At maturity, if the Percentage Change is negative BUT not by more than the Buffer
Percentage, then the Payment at Maturity wil equal the principal amount.

On a $1,000 investment, a -8% Percentage Change results in a Payment at Maturity of $1,000, a 0%
return on the Notes.
Example 3 --
Calculation of the Payment at Maturity where the Percentage Change is negative (by more than the
Buffer Percentage).

Percentage Change: -40%

Payment at Maturity: $1,000 + [$1,000 x (-40% + 20%)] = $1,000 - $200 = $800

On a $1,000 investment, a -40% Percentage Change results in a Payment at Maturity of $800, a -20%
return on the Notes.
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SELECTED RISK CONSIDERATIONS
An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the
Reference Asset. These risks are explained in more detail in the section "Additional Risk Factors Specific to the Notes,"
beginning on page PS-4 of the product prospectus supplement. In addition to the risks described in the prospectus
supplement and the product prospectus supplement, you should consider the fol owing:
·
Principal at Risk -- Investors in the Notes could lose a substantial portion of their principal amount if there is a
decline in the level of the Reference Asset. You wil lose 1% of the principal amount of the Notes for each 1% that
the Final Level is less than the Initial Level by more than 20%.
·
The Notes Do Not Pay Interest and Your Return May Be Lower than the Return on a Conventional Debt
Security of Comparable Maturity -- There wil be no periodic interest payments on the Notes as there would be
on a conventional fixed-rate or floating-rate debt security having the same maturity. The return that you wil receive
on the Notes, which could be negative, may be less than the return you could earn on other investments. Even if
your return is positive, your return may be less than the return you would earn if you bought a conventional senior
interest bearing debt security of Royal Bank.
·
Payments on the Notes Are Subject to Our Credit Risk, and Changes in Our Credit Ratings Are Expected
to Affect the Market Value of the Notes -- The Notes are Royal Bank's senior unsecured debt securities. As a
result, your receipt of the amount due on the maturity date is dependent upon Royal Bank's ability to repay its
obligations at that time. This wil be the case even if the level of the Reference Asset increases after the Trade
Date. No assurance can be given as to what our financial condition wil be at the maturity of the Notes.
·
There May Not Be an Active Trading Market for the Notes--Sales in the Secondary Market May Result in
Significant Losses -- There may be little or no secondary market for the Notes. The Notes wil not be listed on
any securities exchange. RBCCM and other affiliates of Royal Bank may make a market for the Notes; however,
they are not required to do so. RBCCM or any other affiliate of Royal Bank may stop any market-making activities
at any time. Even if a secondary market for the Notes develops, it may not provide significant liquidity or trade at
prices advantageous to you. We expect that transaction costs in any secondary market would be high. As a result,
the difference between bid and asked prices for your Notes in any secondary market could be substantial.
·
You Will Not Have Any Rights to the Securities Included in the Reference Asset -- As a holder of the Notes,
you wil not have voting rights or rights to receive cash dividends or other distributions or other rights that holders
of securities included in the Reference Asset would have. The Final Level wil not reflect any dividends paid on the
securities included in the Reference Asset, and accordingly, any positive return on the Notes may be less than the
potential positive return on those securities.
·
The Initial Estimated Value of the Notes Is Less than the Price to the Public -- The initial estimated value set
forth on the cover page of this pricing supplement does not represent a minimum price at which we, RBCCM or
any of our affiliates would be wil ing to purchase the Notes in any secondary market (if any exists) at any time. If
you attempt to sel 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 level of the Reference Asset, the
borrowing rate we pay to issue securities of this kind, and the inclusion in the price to the public of the underwriting
discount and the estimated costs relating to our hedging of the Notes. These factors, together with various credit,
market and economic factors over the term of the Notes, are expected to reduce the price at which you may be
able to sel the Notes in any secondary market and wil 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 sel your Notes prior to maturity may be less than your original purchase price, as any such sale price
would not be expected to include the underwriting discount and the hedging costs relating to the Notes. In addition
to bid-ask spreads, the value of the Notes determined for any secondary market price is expected to be based on
the secondary rate rather than the internal funding rate used to price the Notes and determine the initial estimated
value. As a result, the secondary price wil be less than if the internal funding rate
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was used. The Notes are not designed to be short-term trading instruments. Accordingly, you should be able and
wil ing to hold your Notes to maturity.
·
The Initial Estimated Value of the Notes on the Cover Page of this Pricing Supplement Is an Estimate Only,
Calculated as of the Time the Terms of the Notes Were Set -- The initial estimated value of the Notes is based
on the value of our obligation to make the payments on the Notes, together with the mid-market value of the
derivative embedded in the terms of the Notes. See "Structuring the Notes" below. Our estimate is based on a
variety of assumptions, including our credit spreads, expectations as to dividends, interest rates and volatility, and
the expected term of the Notes. These assumptions are based on certain forecasts about future events, which
may prove to be incorrect. Other entities may value the Notes or similar securities at a price that is significantly
different than we do.
The value of the Notes at any time after the Trade Date wil 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 material y from the initial estimated
value of your Notes.
·
Inconsistent Research -- Royal Bank or its affiliates may issue research reports on securities that are, or may
become, components of the Reference Asset. We may also publish research from time to time on financial
markets and other matters that may influence the levels of the Reference Asset or the value of the Notes, or
express opinions or provide recommendations that may be inconsistent with the purchasing or holding the Notes
or with the investment view implicit in the Notes or the Reference Asset. You should make your own independent
investigation of the merits of investing in the Notes and the Reference Asset.
·
Market Disruption Events and Adjustments -- The payment at maturity and the Valuation Date are subject to
adjustment as described in the product prospectus supplement. For a description of what constitutes a market
disruption event as wel as the consequences of that market disruption event, see "General Terms of the Notes--
Market Disruption Events" in the product prospectus supplement.
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INFORMATION REGARDING THE REFERENCE ASSET
Al disclosures contained in this document regarding the Reference Asset, including, without limitation, its make-up, method of
calculation, and changes in its components, have been derived from publicly available sources. The information reflects the
policies of, and is subject to change by, S&P Dow Jones Indices LLC ("S&P"). S&P, which owns the copyright and al other rights
to the Reference Asset, has no obligation to continue to publish, and may discontinue publication of, the Reference Asset. The
consequences of S&P discontinuing publication of the Reference Asset are discussed in the section of the product prospectus
supplement entitled "General Terms of the Notes-- Unavailability of the Level of the Reference Asset." Neither we nor RBCCM
accepts any responsibility for the calculation, maintenance or publication of the Reference Asset or any successor index.
The Reference Asset is intended to provide an indication of the pattern of price movements among U.S. large capitalization
stocks. The calculation of the level of the Reference Asset 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.
S&P calculates the Reference Asset by reference to the prices of the constituent stocks of the Reference Asset without taking
account of the value of dividends paid on those stocks. As a result, the return on the Notes wil not reflect the return you would
realize if you actual y owned the Reference Asset constituent stocks and received the dividends paid on those stocks.
Effective with the September 2015 rebalance, consolidated share class lines wil no longer be included in the Reference Asset.
Each share class line wil be subject to public float and liquidity criteria individual y, but the company's total market capitalization
wil be used to evaluate each share class line. This may result in one listed share class line of a company being included in the
Reference Asset while a second listed share class line of the same company is excluded.
Computation of the Reference Asset
While S&P currently employs the fol owing methodology to calculate the Reference Asset, no assurance can be given that S&P
wil not modify or change this methodology in a manner that may affect the Payment at Maturity.
Historical y, the market value of any component stock of the Reference Asset 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, S&P began shifting the
Reference Asset halfway from a market capitalization weighted formula to a float-adjusted formula, before moving the Reference
Asset to ful float adjustment on September 16, 2005. S&P's criteria for selecting stocks for the Reference Asset did not change
with the shift to float adjustment. However, the adjustment affects each company's weight in the Reference Asset.
Under float adjustment, the share counts used in calculating the Reference Asset reflect only those shares that are available to
investors, not al of a company's outstanding shares. Float adjustment excludes shares that are closely held by control groups,
other publicly traded companies or government agencies.
In September 2012, al 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 Reference Asset. General y, these "control holders" wil
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 al 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, wil ordinarily be considered part of the float.
Treasury stock, stock options, equity participation units, warrants, preferred stock, convertible stock, and rights are not part of the
float. Shares held in a trust to al ow investors in countries outside the country of domicile, such as depositary shares and
Canadian exchangeable shares are normal y 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%
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of the company's shares, and no other control group holds 5% of the company's shares, S&P 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, S&P 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 Reference Asset. Constituents of the Reference Asset prior to July 31,
2017 with multiple share class lines wil be grandfathered in and continue to be included in the Reference Asset. If a constituent
company of the Reference Asset reorganizes into a multiple share class line structure, that company wil remain in the Reference
Asset at the discretion of the S&P Index Committee in order to minimize turnover.
The Reference Asset is calculated using a base-weighted aggregate methodology. The level of the Reference Asset reflects the
total market value of al 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 use 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 Reference Asset 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 Reference Asset, it serves as a link to the original base period level of the
Reference Asset. The index divisor keeps the Reference Asset comparable over time and is the manipulation point for al
adjustments to the Reference Asset, which is index maintenance.
Index Maintenance
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 Reference Asset, and do not require index divisor adjustments.
To prevent the level of the Reference Asset from changing due to corporate actions, corporate actions which affect the total
market value of the Reference Asset require an index divisor adjustment. By adjusting the index divisor for the change in market
value, the level of the Reference Asset remains constant and does not reflect the corporate actions of individual companies in the
Reference Asset. Index divisor adjustments are made after the close of trading and after the calculation of the Reference Asset
closing level.
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 general y announced on Fridays for implementation
after the close of trading the fol owing 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.
License Agreement
S&P® is a registered trademark of Standard & Poor's Financial Services LLC 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. "Standard & Poor's®",
"S&P 500®" and "S&P®" are trademarks of Standard & Poor's Financial Services LLC. These trademarks have been sublicensed
for certain purposes by us. The Reference Asset is a product of S&P 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, Standard & Poor's Financial
Services LLC or any of their respective affiliates (col ectively, "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 general y or in the Notes particularly or the ability of the Reference Asset to track general market
performance. S&P Dow Jones Indices' only relationship to us with respect to the Reference Asset is the licensing of the
Reference Asset and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its third party
licensors. The Reference Asset 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 Reference Asset. S&P Dow Jones Indices are not responsible for and have not
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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 Reference Asset wil 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, sel , 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 Reference Asset. It is possible that this trading activity wil affect the value of the Notes.
S&P DOW JONES INDICES DO NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE
COMPLETENESS OF THE REFERENCE ASSET 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
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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 REFERENCE ASSET OR WITH RESPECT TO ANY
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DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL
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ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND US, OTHER THAN THE LICENSORS OF S&P DOW JONES
INDICES.
P-10
RBC Capital Markets, LLC
https://www.sec.gov/Archives/edgar/data/1000275/000114036120011883/form424b2.htm
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