Obligation Royal Bank of Canada 0% ( US78012KZS94 ) en USD

Royal Bank of Canada

100 % ▼

Canada

US78012KZS94 ( en USD )

01/03/2023 - Obligation échue

Prospectus brochure de l'obligation Royal Bank of Canada US78012KZS94 en USD 0%, échue

1 000 USD

5 397 000 USD

78012KZS9

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 Royal Bank of Canada (ISIN : US78012KZS94, CUSIP : 78012KZS9), émise au Canada en USD pour un montant total de 5 397 000 USD avec une taille minimale d'achat de 1 000 USD, et arrivant à échéance le 01/03/2023, a été remboursée à son prix nominal de 100%, offrant un taux d'intérêt de 0% et une fréquence de paiement semestrielle ; elle n'est pas notée par Moody's (NR).

424B2 1 form424b2.htm WM US CALENDAR - BARRIER BOOSTER NOTE
RBC Ca pit a l M a rk e t s®
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -
2 0 8 5 0 7

Pricing Supplement
$5,397,000
Barrier Booster Notes
Dated February 24, 2017
Linked to the S&P 500® Index,
To the Product Prospectus Supplement ERN-EI-1 Dated
Due March 1, 2023
January 12, 2016, Prospectus Supplement Dated January
8, 2016, and Prospectus Dated January 8, 2016
Royal Bank of Canada

Royal Bank of Canada is offering the Barrier Booster Notes (the "Notes") linked to the performance of the S&P 500® Index (the "Reference Asset").
The CUSIP number for the Notes is 78012KZS9. If the Final Level is greater than the Initial Level but the Percentage Change does not exceed the Booster
Percentage of 47.00%, the Notes provide a fixed return equal to the Principal Amount plus the Booster Coupon. If the Final Level is greater than the Initial
Level and the Percentage Change exceeds the Booster Percentage of 47.00%, the Notes provide a one-for-one positive return based upon the increase in
the level of the Reference Asset. If the Final Level is less than the Barrier Level (70.00% of the Initial Level), you will receive an amount at maturity that is
proportionate to the decrease in the Reference Asset over the term of the Notes, and you may lose up to 100% of your initial investment. Any payments on
the Notes are subject to our credit risk.
Booster Coupon: 47.00%.
Issue Date: February 28, 2017
Maturity Date: March 1, 2023
The Notes do not pay interest. The Notes will not be listed on any securities exchange.
N on-U .S. holde rs will not be subje c t t o w it hholding on divide nd e quiva le nt pa ym e nt s unde r Se c t ion 8 7 1 (m ) of t he U .S. I nt e rna l
Re ve nue Code . Ple a se se e t he se c t ion be low , "Supple m e nt a l Disc ussion of U .S. Fe de ra l I nc om e T a x Conse que nc e s," w hic h
a pplie s t o t he N ot e s.
Investing in the Notes involves a number of risks. See "Risk Factors" beginning on page S-1 of the prospectus supplement dated January 8, 2016,
"Additional Risk Factors Specific to the Notes" beginning on page PS-4 of the product prospectus supplement dated January 12, 2016, and "Selected Risk
Considerations" beginning on page P-6 of this pricing supplement.
The Notes will not constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other
Canadian or U.S. government agency or instrumentality.
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%
$5,397,000.00
Underwriting discounts and commissions(1)
3.25%
$175,402.50
Proceeds to Royal Bank of Canada
96.75%
$5,221,597.50
(1) Certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forego some or all of their underwriting discount or selling concessions.
The public offering price for investors purchasing the notes in these accounts may be between $967.50 and $1,000 per $1,000 in principal amount.
The initial estimated value of the Notes as of the date of this pricing supplement is $94.4069 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)" on page P-12 below.
We may use this pricing supplement in the initial sale of the Notes. In addition, RBCCM or another of our affiliates may use this pricing supplement in a
market-making transaction in the Notes after their initial sale. Unless we or our agent informs the purchaser otherwise in the confirmation of sale,
this pricing supplement is being used in a market-making transaction.

RBC Capital Markets, LLC
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Barrier Booster Notes
Linked to the S&P 500® Index,
Due March 1, 2023

SU M M ARY
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")

Issue:
Senior Global Medium-Term Notes, Series G

Underwriter:
RBC Capital Markets, LLC ("RBCCM")

Reference Asset:
S&P 500® Index

Bloomberg Ticker:
SPX

Currency:
U.S. Dollars

Minimum
$1,000 and minimum denominations of $1,000 in excess thereof
Investment:

Pricing Date:
February 24, 2017

Issue Date:
February 28, 2017

CUSIP:
78012KZS9

Valuation Date:
February 24, 2023

Payment at Maturity
If, on the Valuation Date, the Percentage Change is posit ive , but does not exceed the Booster
(if held to maturity):
Percentage, then the investor will receive an amount equal to the principal amount plus the Booster
Coupon.

If, on the Valuation Date, the Percentage Change is greater than the Booster Percentage, then the
investor will receive an amount equal to:

Principal Amount + (Principal Amount x Percentage Change)

If, on the Valuation Date, the Percentage Change is le ss t ha n or e qua l t o 0 % , but not by
m ore t ha n the Barrier Percentage (that is, the Percentage Change is between zero and -30.00%),
then the investor will receive the principal amount only.
If, on the Valuation Date, the Percentage Change is ne ga t ive , by m ore t ha n the Barrier
Percentage (that is, the Percentage Change is between -30.01% and -100%), then the investor will
receive a cash payment equal to:
Principal Amount + (Principal Amount x Percentage Change)
In this case, you will lose all or a portion of the principal amount of the Notes.

Percentage Change:
The Percentage Change, expressed as a percentage, is calculated using the following formula:

Initial Level:
2,367.34, which was the closing level of the Reference Asset on the Pricing Date.

Final Level:
The closing level of the Reference Asset on the Valuation Date.
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P-2
RBC Capital Markets, LLC

Barrier Booster Notes
Linked to the S&P 500® Index,
Due March 1, 2023

Booster Percentage:
47.00%

Booster Coupon:
47.00% of the principal amount

Barrier Percentage:
30.00%

Barrier Level:
1,657.14, which is 70.00% of the Initial Level (rounded to two decimal places)

Maturity Date:
March 1, 2023, subject to extension for market and other disruptions, as described in the product

prospectus supplement dated January 12, 2016.

Term:
Six (6) years

Principal at Risk:
T he N ot e s a re NOT princ ipa l prot e c t e d. Y ou m a y lose a ll or a subst a nt ia l port ion of
your princ ipa l a m ount a t m a t urit y if t he re is a pe rc e nt a ge de c re a se from t he I nit ia l
Le ve l t o t he Fina l Le ve l of m ore t ha n 3 0 .0 0 % .

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 Note 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 different from that described in the
preceding sentence. Please see the discussion (including the opinion of our counsel Morrison &
Foerster LLP) in the product prospectus supplement dated January 12, 2016 under "Supplemental
Discussion of U.S. Federal Income Tax Consequences," and the discussion below 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, plans to maintain a secondary market

in the Notes after the Issue Date. T he a m ount t ha t you m a y re c e ive upon sa le of your
N ot e s prior t o m a t urit y m a y be le ss t ha n t he princ ipa l a m ount of your N ot e s.

Listing:
The Notes will 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 January 8, 2016).

Terms Incorporated
All of the terms appearing above the item captioned "Secondary Market" on pages P-2 and P-3 of
in the Master Note:
this pricing supplement and the terms appearing under the caption "General Terms of the Notes" in

the product prospectus supplement dated January 12, 2016, as modified by this pricing supplement.

P-3
RBC Capital Markets, LLC

Barrier Booster Notes
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Linked to the S&P 500® Index,
Due March 1, 2023

ADDI T I ON AL T ERM S OF Y OU R N OT ES
You should read this pricing supplement together with the prospectus dated January 8, 2016, as supplemented by the prospectus
supplement dated January 8, 2016 and the product prospectus supplement dated January 12, 2016, relating to our Senior Global
Medium-Term Notes, Series G, of which these Notes are a part. Capitalized terms used but not defined in this pricing supplement
will have the meanings given to them in the product prospectus supplement. In the event of any conflict, this pricing supplement
will control. The Notes vary from the terms described in the product prospectus supplement in several important ways.
You should read this pric ing supple m e nt carefully.
This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all prior or
contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms,
correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours.
You should carefully consider, among other things, the matters set forth in "Risk Factors" in the prospectus supplement dated
January 8, 2016 and "Additional Risk Factors Specific to the Notes" in the product prospectus supplement dated January 12, 2016,
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 follows (or if that address has changed, by reviewing our filings for the relevant
date on the SEC website):
Prospectus dated January 8, 2016:
http://www.sec.gov/Archives/edgar/data/1000275/000121465916008810/j18160424b3.htm
Prospectus Supplement dated January 8, 2016:
http://www.sec.gov/Archives/edgar/data/1000275/000121465916008811/p14150424b3.htm
Product Prospectus Supplement ERN-EI-1 dated January 12, 2016:
https://www.sec.gov/Archives/edgar/data/1000275/000114036116047560/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.

P-4
RBC Capital Markets, LLC

Barrier Booster Notes
Linked to the S&P 500® Index,
Due March 1, 2023

H Y POT H ET I CAL RET U RN S
The examples set out below are included for illustration purposes only. The hypot he t ic a l Percentage Changes of the Reference
Asset used to illustrate 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. All examples are based on the
Barrier Percentage of 30.00%, the Booster Percentage of 47.00%, and the Booster Coupon of 47.00% of the principal amount, 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, but less than the Booster
Percentage.

Percentage Change: 5%

Payment at Maturity: $1,000 + ($1,000 x 47.00%) = $1,000 + $470.00 = $1,470.00
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On a $1,000 investment, a 5% Percentage Change results in a Payment at Maturity of $1,470.00, a 47.00% return
on the Notes.
Example 2-- Calculation of the Payment at Maturity where the Percentage Change is positive and exceeds the Booster
Percentage.

Percentage Change: 65%

Payment at Maturity: $1,000 + ($1,000 x 65%) = $1,000 + $650 = $1,650

On a $1,000 investment, a 65% Percentage Change results in a Payment at Maturity of $1,650, a 65% return on the
Notes.
Example 3-- Calculation of the Payment at Maturity where the Percentage Change is negative (but not by more than the Barrier
Percentage).

Percentage Change: -10%

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

On a $1,000 investment, a -10.00% Percentage Change results in a Payment at Maturity of $1,000,
a 0% return on the Notes.
Example 4-- Calculation of the Payment at Maturity where the Percentage Change is negative (by more than the Barrier
Percentage).

Percentage Change: -35%

Payment at Maturity: $1,000 + ($1,000 x -35%) = $1,000 - $350.00 = $650.00

On a $1,000 investment, a -35% Percentage Change results in a Payment at Maturity of $650.00, a -35% return on
the Notes.

P-5
RBC Capital Markets, LLC

Barrier Booster Notes
Linked to the S&P 500® Index,
Due March 1, 2023

SELECT ED RI SK CON SI DERAT I ON S
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 following:
·
Princ ipa l a t Risk Investors in the Notes could lose some or all or a substantial portion of their principal amount if the
level of the Reference Asset declines by more the Barrier Percentage. You will lose one percent of the principal amount of
your Notes for each 1% that the Final Level is less than the Initial Level if the Final Level is less than 30% of the Initial
Level.
·
T he N ot e s Do N ot Pa y I nt e re st a nd Y our Re t urn M a y Be Low e r t ha n t he Re t urn on a Conve nt iona l
De bt Se c urit y of Com pa ra ble M a t urit y There will be no periodic interest payments on the Notes as there would
be on a conventional fixed-rate or floating-rate debt security having the same maturity. The return that you will receive on
the Notes, which could be negative, may be less than the return you could earn on other investments. Even if your return
is positive, your return may be less than the return you would earn if you bought a conventional senior interest bearing debt
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security of Royal Bank.
·
Pa ym e nt s on t he N ot e s Are Subje c t t o Our Cre dit Risk , a nd Cha nge s in Our Cre dit Ra t ings Are
Ex pe c t e d t o Affe c t t he M a rk e t V a lue of t he N ot e s 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 will be the case even if the level of the Reference Asset increases after the Pricing Date.
No assurance can be given as to what our financial condition will be at the maturity of the Notes.
·
T he re M a y N ot Be a n Ac t ive T ra ding M a rk e t for t he N ot e s--Sa le s in t he Se c onda ry M a rk e t M a y Re sult
in Signific a nt Losse s There may be little or no secondary market for the Notes. The Notes will 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.
·
Y ou Will N ot H a ve Any Right s t o t he Se c urit ie s I nc lude d in t he Re fe re nc e Asse t As a holder of the
Notes, you will 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 will 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 the securities included in the Reference Asset.
·
T he I nit ia l Est im a t e d V a lue of t he N ot e s I s Le ss t ha n t he Pric e t o t he 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 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 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 sell the Notes in any secondary market
and will affect the value of the Notes in complex and unpredictable ways. Assuming no change in market conditions or
any other relevant factors, the price, if any, at which you may be able to sell your Notes prior to maturity may be less than
your original purchase price, as any such sale price would not be expected to include the underwriting discount 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 will be less than if the internal funding rate

P-6
RBC Capital Markets, LLC

Barrier Booster Notes
Linked to the S&P 500® Index,
Due March 1, 2023

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.
·
T he I nit ia l Est im a t e d V a lue of t he N ot e s I s a n Est im a t e Only, Ca 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 We 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 Pricing 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
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any secondary market, if any, should be expected to differ materially from the initial estimated value of your Notes.
·
M a rk e t Disrupt ion Eve nt s a nd Adjust m e nt s 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 well as the consequences of that market disruption event, see "General Terms of the Notes--Market Disruption
Events" in the product prospectus supplement.

P-7
RBC Capital Markets, LLC

Barrier Booster Notes
Linked to the S&P 500® Index,
Due March 1, 2023

I N FORM AT I ON REGARDI N G T H E REFEREN CE ASSET
All disclosures contained in this pricing supplement 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 all 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 on a Valuation Date." 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 common stock price movement. 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 chooses companies for inclusion in the Reference Asset with the aim of achieving a distribution by broad industry groupings
that approximates the distribution of these groupings in the common stock population of its Stock Guide Database of over 10,000
companies, which S&P uses as an assumed model for the composition of the total market. Relevant criteria employed by S&P
include the viability of the particular company, the extent to which that company represents the industry group to which it is
assigned, the extent to which the market price of that company's common stock generally is responsive to changes in the affairs of
the respective industry, and the market value and trading activity of the common stock of that company. S&P from time to time, in
its sole discretion, may add companies to, or delete companies from, the Reference Asset to achieve the objectives stated above.
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 will not reflect the return you would
realize if you actually owned the Reference Asset constituent stocks and received the dividends paid on those stocks.
Effective with the September 2015 rebalance, consolidated share class lines will no longer be included in the Reference Asset.
Each share class line will be subject to public float and liquidity criteria individually, but the company's total market capitalization
will 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.
Com put a t ion of t he Re fe re nc e Asse t
While S&P currently employs the following methodology to calculate the Reference Asset, no assurance can be given that S&P 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 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 full
float adjustment on September 16, 2005. S&P's criteria for selecting stocks for the Reference Asset did not change with the shift to
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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 all 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, 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 Reference Asset. 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

P-8
RBC Capital Markets, LLC

Barrier Booster Notes
Linked to the S&P 500® Index,
Due March 1, 2023

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. If a company has
multiple classes of stock outstanding, shares in an unlisted or non-traded class are treated as a control block.
For each stock, an investable weight factor ("IWF") is calculated by dividing the available float shares by the total shares
outstanding. As of September 21, 2012, 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, 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. For companies with multiple classes
of stock, S&P calculates the weighted average IWF for each stock using the proportion of the total company market capitalization
of each share class as weights.
The Reference Asset is calculated using a base-weighted aggregate methodology. The level of the Reference Asset 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 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 all adjustments to the
Reference Asset, 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
Reference Asset, and do not require index divisor adjustments.
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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 shares outstanding of 5.00% or more due to mergers, acquisitions, public offerings, tender offers, Dutch
auctions, or exchange offers are made as soon as reasonably possible. All other changes of 5.00% or more (due to, for example,
company stock repurchases, private placements, redemptions, exercise of options, warrants, conversion of preferred stock, notes,
debt, equity participation units, at the market offerings, or other recapitalizations) are made weekly and are announced on Fridays
for implementation after the close of trading on the following Friday. Changes of less than 5.00% due to a company's acquisition of
another company in the Reference Asset are made as soon as reasonably possible. All other changes of less than 5.00% are
accumulated and made quarterly on the third Friday of March, June, September, and December, and are usually announced two to
five days prior.

P-9
RBC Capital Markets, LLC

Barrier Booster Notes
Linked to the S&P 500® Index,
Due March 1, 2023

Changes in IWFs of more than five percentage points caused by corporate actions (such as merger and acquisition activity,
restructurings, or spinoffs) will be made as soon as reasonably possible. Other changes in IWFs will be made annually when IWFs
are reviewed.
Lic e nse Agre e m e nt
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 (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 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 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
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 Reference Asset. 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 REFERENCE ASSET OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING
https://www.sec.gov/Archives/edgar/data/1000275/000114036117009613/form424b2.htm[3/1/2017 10:29:02 AM]

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 REFERENCE ASSET 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.

P-10
RBC Capital Markets, LLC

Barrier Booster Notes
Linked to the S&P 500® Index,
Due March 1, 2023

H ist oric a l I nform a t ion
The graph below sets forth the information relating to the historical performance of the Reference Asset. In addition, below the graph is a table
setting forth the intra-day high, intra-day low and period-end closing levels of the Reference Asset. The information provided in this table is for
the four calendar quarters of 2012, 2013, 2014, 2015, and 2016, and for the period from January 1, 2017 through February 24, 2017.
We obtained the information regarding the historical performance of the Reference Asset in the chart below from Bloomberg Financial Markets.
We have not independently verified the accuracy or completeness of the information obtained from Bloomberg Financial Markets. The historical
performance of the Reference Asset should not be taken as an indication of its future performance, and no assurance can be given as to the
Final Level of the Reference Asset. We cannot give you assurance that the performance of the Reference Asset will result in any positive return
on your initial investment.
S& P 5 0 0 ® I nde x ("SPX ")
Pe riod St a rt Da t e
Pe riod End Da t e
H igh I nt ra -Da y Le ve l
Low I nt ra -Da y Le ve l
Pe riod -End Closing Le ve l
1/1/2012
3/31/2012
1,419.15
1,258.86
1,408.47
4/1/2012
6/30/2012
1,422.38
1,266.74
1,362.16
https://www.sec.gov/Archives/edgar/data/1000275/000114036117009613/form424b2.htm[3/1/2017 10:29:02 AM]

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