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Enhanced
Return Notes
Linked to a Basket of Five Underliers
Due December 26, 2028
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| · | Enhanced
Return Potential — If the Final Basket Value is greater than the Initial Basket
Value, at maturity, investors will receive a return equal to at least 120% of the Basket
Return (to be determined on the Trade Date). |
| · | Return
of Principal at Maturity — If the Final Basket Value is less than or equal to the
Initial Basket Value, at maturity, investors will receive only the principal amount of their
Notes, with no additional return. |
KEY TERMS |
Issuer: |
Royal Bank of Canada (“RBC”) |
CUSIP: |
78017KAY8 |
Basket Underliers: |
The S&P 500® Index (Bloomberg
symbol “SPX”), the EURO STOXX 50® Index (Bloomberg symbol “SX5E”), the iShares®
iBoxx® $ Investment Grade Corporate Bond ETF (Bloomberg symbol “LQD UP”), the iShares®
20+ Year Treasury Bond ETF (Bloomberg symbol “TLT UQ”) and the Nikkei 225 Index (Bloomberg symbol “NKY”) |
Basket Weighting: |
Each of the SPX Index and the SX5E Index will be
given an initial weight of 30.00%, each of the LQD Fund and the TLT Fund will be given an initial weight of 15.00% and the NKY Index
will be given an initial weight of 10.00%. |
Trade Date: |
December 20, 2024 |
Issue Date: |
December 26, 2024 |
Valuation Date: |
December 20, 2028 |
Maturity Date: |
December 26, 2028 |
Payment at Maturity: |
Investors
will receive on the Maturity Date per $1,000 principal amount of Notes:
· If the Final Basket Value is greater than the Initial Basket Value, an amount equal to:
$1,000
+ ($1,000 × Basket Return × Participation Rate)
· If the Final Basket Value is less than or equal to the Initial Basket Value: $1,000 |
Participation Rate: |
At least
120%, to be determined on the Trade Date |
Basket Return: |
Final Basket Value –
Initial Basket Value
Initial Basket Value |
Initial Basket Value: |
Set equal to 100 on the Trade Date |
Final Basket Value: |
The
Final Basket Value will be calculated as follows:
100 × [1 + (the
sum of, for each Basket Underlier, its Basket Underlier Return times its Basket Weighting)] |
Basket Underlier Return: |
With respect to each Basket
Underlier:
Final
Basket Underlier Value – Initial Basket Underlier Value
Initial Basket Underlier Value |
KEY TERMS
(continued) |
Initial Basket Underlier Value: |
With respect to each Basket Underlier, the closing
value of that Basket Underlier on the Trade Date |
Final Basket Underlier Value: |
With respect to each Basket Underlier, the closing value
of that Basket Underlier on the Valuation Date |
―
Basket Performance ― Note Performance
This document provides a summary
of the terms of the Notes. Investors should carefully review the accompanying preliminary pricing supplement, product supplement, underlying
supplement, prospectus supplement and prospectus, as well as “Selected Risk Considerations” below, before making a decision
to invest in the Notes:
https://www.sec.gov/Archives/edgar/data/1000275/000095010324017131/dp221506_
424b2-us1940mul.htm
The initial estimated value
of the Notes determined by us as of the Trade Date, which we refer to as the initial estimated value, is expected to be between $917.00
and $967.00 per $1,000 principal amount of Notes and will be less than the public offering price of the Notes. We describe the determination
of the initial estimated value in more detail in the accompanying preliminary pricing supplement.
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Selected
Risk Considerations
An investment in the Notes involves significant risks.
We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Notes. Some of the risks that
apply to an investment in the Notes are summarized below, but we urge you to read also the “Selected Risk Considerations”
section of the accompanying preliminary pricing supplement and the “Risk Factors” sections of the accompanying prospectus,
prospectus supplement and product supplement. You should not purchase the Notes unless you understand and can bear the risks of investing
in the Notes.
| · | You May Not Receive a Positive Return on the Principal Amount at Maturity. |
| · | The Notes Do Not Pay Interest, and Your Return on the Notes May Be Lower Than the Return on a Conventional Debt Security of Comparable
Maturity. |
| · | Payments on the Notes Are Subject to Our Credit Risk, and Market Perceptions about Our Creditworthiness May Adversely Affect the Market
Value of the Notes. |
| · | Changes in the Value of One Basket Underlier May Be Offset by Changes in the Values of the Other Basket Underliers. |
| · | Any Payment on the Notes Will Be Determined Based on the Closing Values of the Basket Underliers on the Dates Specified. |
| · | You May Be Required to Recognize Taxable Income on the Notes Prior to Maturity. |
| · | There May Not Be an Active Trading Market for the Notes; Sales in the Secondary Market May Result in Significant Losses. |
| · | The Initial Estimated Value of the Notes Will Be Less Than the Public Offering Price. |
| · | The Initial Estimated Value of the Notes Is Only an Estimate, Calculated as of the Trade Date. |
| · | Our and Our Affiliates’ Business and Trading Activities May Create Conflicts of Interest. |
| · | RBCCM’s Role as Calculation Agent May Create Conflicts of Interest. |
| · | You Will Not Have Any Rights to Any Fund or the Securities Composing Any Basket Underlier. |
| · | Each Fund and Its Underlying Index Are Different. |
| · | The Notes Are Subject to Risks Associated with Long-Term Fixed-Income Securities, Including Interest Rate-Related Risks and Credit
Risks, with Respect to the Funds. |
| · | The Notes Are Subject to Risks Relating to Non-U.S. Securities with Respect to the LQD Fund. |
| · | The Notes Are Subject to Risks Relating to Non-U.S. Securities Markets with Respect to the SX5E Index and the NKY Index. |
| · | The Notes Do Not Provide Direct Exposure to Fluctuations in Exchange Rates between the U.S. Dollar and the Non-U.S. Currencies in
Which the Securities Composing the SX5E Index and the NKY Index Trade. |
| · | We May Accelerate the Notes If a Change-in-Law Event Occurs. |
| · | Any Payment on the Notes May Be Postponed and Adversely Affected by the Occurrence of a Market Disruption Event. |
| · | Adjustments to a Fund or to Its Underlying Index Could Adversely Affect Any Payments on the Notes. |
| · | Adjustments to an Index Could Adversely Affect Any Payments on the Notes. |
| · | Anti-dilution Protection Is Limited, and the Calculation Agent Has Discretion to Make Anti-dilution Adjustments. |
| · | Reorganization or Other Events Could Adversely Affect the Value of the Notes or Result in the Notes Being Accelerated. |
Royal Bank of Canada has filed a registration statement
(including a product supplement, underlying supplement, prospectus supplement and prospectus) with the SEC for the offering to which this
document relates. Before you invest, you should read those documents and the other documents that we have filed with the SEC for more
complete information about us and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, we, any agent or any dealer participating in this offering will arrange to send you those documents if you so request by
calling toll-free at 1-877-688-2301.
As used in this document, “Royal Bank of Canada,”
“we,” “our” and “us” mean only Royal Bank of Canada. Capitalized terms used in this document without
definition are as defined in the accompanying preliminary pricing supplement.
Registration Statement No. 333-275898; filed pursuant
to Rule 433