Investment Description
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Features
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Key Dates1
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Growth Potential - At maturity, the
Securities will provide unleveraged exposure to any positive performance of the Underlying. If the Underlying Return is negative, investors will be exposed to the negative Underlying Return at maturity, subject to the Buffer.
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Buffered Downside Market Exposure - If the Underlying Return
is zero or negative, but the Final Underlying Level is greater than or equal to the Downside Threshold, we will pay the full principal amount at maturity. However, if the Underlying Return is negative and the Final Underlying Level is
below the Downside Threshold, we will pay less than the full principal amount, resulting in a loss of the principal amount that is proportionate to the percentage decline in the Underlying in excess of the Buffer. Accordingly, you may
lose up to 73% of the principal amount of the Securities. The downside exposure to the Underlying is buffered only at maturity. Any payment on the Securities, including any repayment of principal, is subject to our creditworthiness.
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Trade Date1
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March 22, 2019
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Settlement Date1
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March 27, 2019
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Final Valuation Date2
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September 22, 2022
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Maturity Date2
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September 27, 2022
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Security Offering
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Underlying
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Participation
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Buffer
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Downside Threshold
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Initial Underlying
Level
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CUSIP
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ISIN
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S&P 500® Index (SPX)
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100%
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27%
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2,084.06 which is
73% of the Initial Level
(rounded to two
decimal places)
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2,854.88, which
was the closing level
of the Underlying on
March 21, 2019
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78014H433
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US78014H4332
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Price to Public
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Fees and Commissions(1)
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Proceeds to Us
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Offering of the Securities
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Total
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Per Security
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Total
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Per Security
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Total
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Per Security
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Securities Linked to the S&P 500® Index (SPX)
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•
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$10.00
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$0.00
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$0.00
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•
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$10.00
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UBS Financial Services Inc.
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RBC Capital Markets, LLC
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Product prospectus supplement UBS-IND-1 dated September 7, 2018:
https://www.sec.gov/Archives/edgar/data/1000275/000114036118038046/form424b5.htm |
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Prospectus supplement dated September 7, 2018:
https://www.sec.gov/Archives/edgar/data/1000275/000121465918005975/f97180424b3.htm |
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Prospectus dated September 7, 2018:
https://www.sec.gov/Archives/edgar/data/1000275/000121465918005973/l96181424b3.htm |
Investor Suitability
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You fully understand the risks inherent in an investment in the Securities, including the risk of loss of up to 73% of the principal amount.
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You can tolerate the loss of up to 73% of your initial investment and you are willing to make an investment that has similar downside market risk as a hypothetical investment in the
Underlying, subject to the Buffer at Maturity.
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You believe that the level of the Underlying will appreciate over the term of the Securities.
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You are willing to invest in the Securities based on the Downside Threshold indicated on the cover hereof and based on the Buffer indicated on the cover hereof.
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You can tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside fluctuations in the level of the Underlying.
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You do not seek current income from your investment and are willing to forgo dividends paid on the securities represented by the Underlying.
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You are willing to hold the Securities to maturity and accept that there may be little or no secondary market for the Securities.
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You are willing to assume our credit risk for all payments under the Securities, and understand that if we default on our obligations, you may not receive any amounts due to you,
including any repayment of principal.
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You fully understand and accept the risks associated with the Underlying.
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You do not fully understand the risks inherent in an investment in the Securities, including the risk of loss of up to 73% of your investment.
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You require an investment designed to provide a full return of principal at maturity.
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You cannot tolerate the loss of up to 73% of the principal amount of the Securities, and you are not willing to make an investment that has similar downside market risk as a
hypothetical investment in the Underlying, subject to the Buffer at Maturity.
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You believe that the level of the Underlying will decline over the term of the Securities and is likely to close below the Downside Threshold on the Final Valuation Date.
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You would be unwilling to invest in the Securities based on the Downside Threshold indicated on the cover hereof and based on the Buffer indicated on the cover hereof.
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You cannot tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside fluctuations in the level of the Underlying.
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You seek current income from this investment or prefer to receive the dividends paid on the securities represented by the Underlying.
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You are unable or unwilling to hold the Securities to maturity or you seek an investment for which there will be an active secondary market.
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You are not willing to assume our credit risk for all payments under the Securities, including any repayment of principal.
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You do not fully understand and accept the risks associated with the Underlying.
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Indicative Terms of the Securities1
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Issuer:
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Royal Bank of Canada
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Issue Price:
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$10 per Security (subject to a minimum purchase of 100 Securities).
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Principal Amount:
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$10 per Security
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Term:2
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Approximately 3.5 years
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Underlying:
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S&P 500® Index
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Participation:
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100%
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Buffer:
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27%
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Downside Threshold:
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73% of the Initial Level, as set forth on the cover page.
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Payment at Maturity (per
$10 Security):
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If the Underlying Return is positive, we will
pay you:
$10 + ($10 x Underlying Return x Participation)
If the Underlying Return is zero or negative, but the
Final Underlying Level is not below the Downside Threshold , we will pay you:
$10
If the Underlying Return is negative and the Final
Underlying Level is below the Downside Threshold, we will pay you:
$10 + ($10 x (Underlying Return + Buffer))
In this scenario, you will lose up to 73.00% of the principal amount of the Securities in an amount
proportionate to the percentage the Underlying has declined in excess of the Buffer.
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Underlying Return:
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Final Underlying Level – Initial Underlying Level
Initial Underlying Level |
Initial Underlying Level:
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The closing level of the Underlying on March 21, 2019, as set forth on the cover page.
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Final Underlying Level:
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The closing level of the Underlying on the Final Valuation Date.
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1
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Terms used in this free writing prospectus, but not defined herein, shall have the meanings ascribed to them in the product prospectus supplement.
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2
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In the event we make any change to the expected Trade Date and Settlement Date, the Final Valuation Date and Maturity Date will be changed to ensure that
the stated term of the Securities remains approximately the same.
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Investment Timeline
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March 21, 2019:
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The Initial Underlying Level is determined.
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Maturity
Date:
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The Final Underlying Level and Underlying Return are determined.
If the Underlying Return is positive, we will pay you a cash payment per $10 Security that provides you with your principal amount plus a return equal to the
Underlying Return multiplied by the Participation. Your payment at maturity per $10 Security will be equal to:
$10 + ($10 x the Underlying Return x Participation)
If the Underlying Return is zero or negative, but the Final Underlying Level is not below the Downside Threshold, we will pay you a cash payment of $10 per $10
Security.
If the Final Underlying Level is negative and the Final Underlying Level is below the Downside Threshold, we will pay you a cash payment that is less than your
initial investment of $10 per Security, resulting in a loss that is proportionate to the percentage decline of the Underlying in excess of the Buffer, and equal to:
$10 + ($10 x (Underlying Return + Buffer)
In this scenario, you will lose up to 73% of the principal amount of the Securities, in an amount proportionate to the
percentage that the Underlying has declined in excess of the Buffer.
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Key Risks
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Your Investment in the Securities May Result in a Loss of Principal — The Securities differ from ordinary
debt securities in that we are not necessarily obligated to repay the full principal amount of the Securities at maturity. The return on the Securities at maturity is linked to the performance of the Underlying and will depend on
whether, and the extent to which, the Underlying Return is positive or negative. If the Underlying Return is negative and the Final Underlying Level is below the Downside Threshold, you will be exposed to any negative Underlying Return
in excess of the Buffer and we will pay you less than your principal amount at maturity, resulting in a loss of principal of your Securities that is proportionate to the percentage decline in the Underlying in excess of the Buffer. Accordingly, you could lose up to 73% of the principal amount of the Securities.
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The Buffer Applies Only if You Hold the Securities to Maturity — The application of the Buffer only applies
at maturity. If you are able to sell your Securities in the secondary market prior to maturity, you may have to sell them at a loss even if the Underlying has not declined by more than the Buffer at the time of sale.
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No Interest Payments — We will not pay any interest with respect to the Securities.
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An Investment in the Securities Is Subject to Our Credit Risk — The Securities are our unsubordinated,
unsecured debt obligations , and are not, either directly or indirectly, an obligation of any third party. Any payment to be made on the Securities, including any repayment of principal at maturity, depends on our ability to satisfy our
obligations as they come due. As a result, our actual and perceived creditworthiness may affect the market value of the Securities and, in the event we were to default on our obligations, you may not receive any amounts owed to you
under the terms of the Securities and you could lose your entire initial investment.
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The Securities Will Be Subject to Risks, Including Non-Payment in Full, Under Canadian Bank Resolution Powers —
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 Securities could be exposed to losses.
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Your Return on the Securities May Be Lower than the Return on a Conventional Debt Security of Comparable Maturity —
The return that you will receive on the Securities, 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 could earn if you
bought a conventional senior interest bearing debt security of ours with the same maturity date or if you were able to invest directly in the Underlying or the securities included in the Underlying. Your investment may not reflect the
full opportunity cost to you when you take into account factors that affect the time value of money.
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No Dividend Payments or Voting Rights — Investing in the Securities is not equivalent to investing directly
in any of the component securities of the Underlying. As a holder of the Securities, you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of the securities represented
by the Underlying would have. The Underlying is a price return index, and the Underlying Return excludes any cash dividend payments paid on its component stocks.
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The Initial Estimated Value of the Securities Will Be Less than the Price to the Public — The initial
estimated value that is set forth on the cover page of this document, and that will be set forth in the final pricing supplement for the Securities, will be less than the public offering price you pay for the Securities, does not
represent a minimum price at which we, RBCCM or any of our other affiliates would be willing to purchase the Securities in any secondary market (if any exists) at any time. If you attempt to sell the Securities 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 Underlying, the borrowing rate we pay to issue securities of this kind, and the
inclusion in the price to the public of the estimated profit and the costs relating to our hedging of the Securities. These factors, together with various credit, market and economic factors over the term of the Securities, are expected
to reduce the price at which you may be able to sell the Securities in any secondary market and will affect the value of the Securities 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 Securities 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 Securities. In addition, any price at which you may sell the Securities is likely to reflect customary bid-ask spreads for similar trades. In addition to bid-ask spreads, the value of the Securities 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 Securities and determine the initial estimated value. As a result, the secondary price will be less than
if the internal borrowing rate was used. The Securities are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Securities to maturity.
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Our Initial Estimated Value of the Securities Is an Estimate Only, Calculated as of the Time the Terms of the Securities Are Set — The initial estimated value of the Securities is based on the value of our obligation to make the payments on the Securities, together with the mid-market value of the derivative embedded in the terms of
the Securities. See “Structuring the Securities” 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
Securities. These assumptions are based on certain forecasts about future events, which may prove to be incorrect. Other entities may value the Securities or similar securities at a price that is significantly different than we do.
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Changes Affecting the Underlying — The policies of the index sponsor concerning additions, deletions and
substitutions of the stocks included in the Underlying and the manner in which the index sponsor takes account of certain changes affecting those stocks included in the Underlying may adversely affect its level. The policies of the
index sponsor with respect to the calculation of the Underlying could also adversely affect its level. The index sponsor may discontinue or suspend calculation or dissemination of the Underlying and has no obligation to consider your
interests in the Securities when taking any action regarding the Underlying. Any such actions could have an adverse effect on the value of the Securities and the amount that may be paid at maturity.
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Lack of Liquidity — The Securities will not be listed on any securities exchange. RBC Capital Markets, LLC
(“RBCCM”) intends to offer to purchase the Securities 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 Securities easily.
Because other dealers are not likely to make a secondary market for the Securities, the price at which you may be able to trade your Securities is likely to depend on the price, if any, at which RBCCM is willing to buy the Securities.
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Potential Conflicts — We and our affiliates play a variety of roles in connection with the issuance of the
Securities, including hedging our obligations under the Securities. In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the
Securities.
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Potentially Inconsistent Research, Opinions or Recommendations by RBCCM, UBS or Their Affiliates — RBCCM,
UBS or their affiliates may publish research, express opinions or provide recommendations that are inconsistent with investing in or holding the Securities, and which may be revised at any time. Any such research, opinions or
recommendations could affect the level of the Underlying or the equity securities included in the Underlying, and therefore, the market value of the Securities.
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Uncertain Tax Treatment — Significant aspects of the tax treatment of an investment in the Securities are
uncertain. You should consult your tax adviser about your tax situation.
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Potential Royal Bank of Canada and UBS Impact on Price — Trading or other transactions by Royal Bank of
Canada, UBS and our respective affiliates in the equity securities composing the Underlying or in futures, options, exchange-traded funds or other derivative products on the equity securities included in the Underlying may adversely
affect the market value of those equity securities, the level of the Underlying, and, therefore, the market value of the Securities.
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The Probability That the Underlying Will Fall Below the Downside Threshold on the Final Valuation Date Will Depend
on the Volatility of the Underlying — “Volatility” refers to the frequency and magnitude of changes in the level of the Underlying. Greater expected volatility with respect to the Underlying reflects a higher expectation as of
the Trade Date that the Underlying could close below its Downside Threshold on the Final Valuation Date, resulting in the loss of up to 73% of your investment. However, an Underlying’s volatility can change significantly over the term
of the Securities. The level of the Underlying could fall sharply, which could result in a significant loss of principal.
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The Terms of the Securities at Issuance and Their Market Value Prior to Maturity Will Be Influenced by Many
Unpredictable Factors — Many economic and market factors will influence the terms of the Securities at issuance and their value prior to maturity.
These factors are similar in some ways to those that could affect the value of a combination of instruments that might be used to replicate the payments on the Securities, including a combination of a bond with one or more options or
other derivative instruments. For the market value of the Securities, we expect that, generally, the level of the Underlying on any day will affect the value of the Securities more than any other single factor. However, you should not
expect the value of the Securities in the secondary market to vary in proportion to changes in the level of the Underlying. The value of the Securities will be affected by a number of other factors that may either offset or magnify each
other, including:
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the actual or expected volatility of the Underlying;
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the time remaining to maturity of the Securities;
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the dividend rates on the securities represented by the Underlying;
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interest and yield rates in the market generally, as well as in each of the markets of the securities represented by the Underlying;
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a variety of economic, financial, political, regulatory or judicial events; and
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our creditworthiness, including actual or anticipated downgrades in our credit ratings.
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Hypothetical Examples and Return Table at Maturity
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Hypothetical Final
Underlying Level
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Hypothetical
Underlying Return1
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Hypothetical Payment at
Maturity
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Hypothetical Total Return
on Securities2
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6,000.00
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100.00%
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$20.00
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100.00%
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5,400.00
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80.00%
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$18.00
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80.00%
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4,500.00
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50.00%
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$15.00
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50.00%
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4,200.00
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40.00%
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$14.00
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40.00%
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3,900.00
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30.00%
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$13.00
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30.00%
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3,600.00
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20.00%
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$12.00
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20.00%
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3,300.00
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10.00%
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$11.00
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10.00%
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3,150.00
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5.00%
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$10.50
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5.00%
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3,060.00
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2.00%
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$10.20
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2.00%
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3,000.00
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0.00%
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$10.00
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0.00%
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2,700.00
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-10.00%
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$10.00
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0.00%
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2,550.00
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-15.00%
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$10.00
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0.00%
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2,400.00
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-20.00%
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$10.00
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0.00%
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2,190.00
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-27.00%
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$10.00
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0.00%
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2,100.00
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-30.00%
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$9.70
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-3.00%
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1,800.00
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-40.00%
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$8.70
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-13.00%
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1,500.00
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-50.00%
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$7.70
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-23.00%
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600.00
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-80.00%
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$4.70
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-53.00%
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0.00
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-100.00%
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$2.70
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-73.00%
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What Are the Tax Consequences of the Securities?
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Information About the Underlying
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Supplemental Plan of Distribution (Conflicts of Interest)
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Structuring the Securities
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Terms Incorporated in Master Note
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