Stabilizing transactions permit bids to purchase the offered securities or any underlying security so long as the stabilizing bids do not exceed a specified maximum. However, we may not take any of these actions unless all the following conditions are met:. All dollar amounts referred to in this prospectus are in Canadian dollars unless otherwise specifically expressed. We publish our consolidated financial statements in Canadian dollars. The tables below sets forth the high and low daily noon buying rates, the average yearly rate and the rate at period end between Canadian dollars and U. If Euroclear or Clearstream is the depositary for a global security and there is no depositary in the United States, you will not be able to hold interests in that global security through any securities clearance system in the United States.

You could not look to us for repayment in the unlikely event of any shortfall. Prospective investors should be aware that the acquisition of the securities described herein may have tax consequences both in the United States and in Canada. These factors include, but are not limited to, management of credit, market, liquidity and funding, and operational risks; the strength of the Canadian and United States economies and the economies of other countries in which we conduct business; the impact of the movement of the Canadian dollar relative to other currencies, particularly the U. Whenever we refer to particular sections or defined terms of the indentures in this prospectus or in the prospectus supplement, such sections or defined terms are incorporated by reference here or in the prospectus supplement. Royal Bank of Canada may sell the securities to or through one or more underwriters, dealers or agents. At such time or times on or after the effective date of this Registration Statement as the Registrant shall determine. Thus, by owning a debt security, you are one of our unsecured creditors.

Modification and Waiver of the Debt Securities. If you hold securities through a bank, broker or other financial institution, either in book-entry form or in street name, you should check with your own institution to find out:. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. We do not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by us or on our behalf.

Under the indentures, we are generally permitted to consolidate or personql with another entity. In this xtatement, we describe special considerations that will apply to registered securities issued in global i.

The second type of change to the indenture and the debt securities is the kind that requires a vote in favor by holders of debt securities owning not less than a majority of the principal amount of the particular series affected.


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Neither the senior debt securities nor the subordinated debt securities will constitute deposits insured under the Canada Deposit Insurance Corporation Act or by the United States Federal Deposit Insurance Corporation or any other Canadian or United States governmental agency or instrumentality. If a global security is terminated, only the depositary, and neither we nor the trustee for any debt securities is responsible for deciding the names of the institutions in whose names the securities represented by the global security will be registered and, therefore, who will be the registered holders of those securities.

As long as any global security is held by Euroclear or Clearstream, as depositary, you may hold an interest in the global security only through an organization that participates, directly or indirectly, in Euroclear or Clearstream.

This summary is also subject to and qualified by reference to the description of the particular terms of your series described in the prospectus supplement. Province or Other Jurisdiction of.

Those terms may vary from the terms described in this prospectus. The indentures are substantially identical, except for the provisions relating to the events of default, which are more limited in the subordinated debt indenture and to subordination, which are included only in the subordinated debt indenture. Consent to Service of Process.

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In certain limited circumstances, the trustee will be entitled to set a record date for action by holders. There must be a change in current U. Exact name of Registrant as Specified in its charter. If Euroclear or Clearstream is the depositary for a global security and there is no depositary in the United States, you will not be able to hold personall in that global security through any securities clearance system in the United States. Special Considerations for Indirect Owners.

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This prorated interest amount is called accrued interest. The following documents have been filed with the SEC as part of the Registration Statement of which this Prospectus is a part: A persoanl will usually have only one depositary but it may have more. In addition, the specific financial, legal and other terms particular to a series of debt securities will be described in the prospectus supplement and, if applicable, a pricing supplement relating to the series.


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These persomal may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. It is possible that this type of transaction may result in a reduction in our credit rating, may reduce our operating results or may impair our financial condition. Those systems may not be open for business on days when banks, brokers and other financial institutions are open for business in the United States. The underwriters may then resell the securities in one or more transactions, -eform any time or times at a fixed public offering price or at varying prices.


For example, if you hold an interest in a global security through Euroclear or Clearstream, when DTC is the depositary, Euroclear or Clearstream, as applicable, may require those who purchase and sell interests in that security through them to use immediately available funds and comply with other policies and procedures, including deadlines for giving instructions as to transactions that are to be effected on a particular day. Royal Bank of Canada intends to offer from time to time debt securities in one or more series with a total offering price not to exceed U.

Consequently, for securities issued in global form, we will recognize only the depositary as the holder of the securities and we will make all payments on the securities, including deliveries of any property other than cash, to the depositary.

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There are four types of changes we can make to either indenture and the debt securities issued under that indenture. E-ofrm, for example, if DTC is the depositary for a global security, investors may hold beneficial interests in that security through Euroclear or Clearstream, as DTC participants.

First, there are changes that cannot be made to the indenture e-foem the debt securities without specific approval of each holder of a debt security affected in any material respect by the change under a particular debt indenture.

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Because this section is a summary, it does not describe every aspect of the debt securities. Afcairs to limited exceptions, our obligations, as well as the obligations of the trustee under any indenture and the obligations, affiars any, of any other third parties employed by us, run only to the registered holders of the securities.

This offering is made by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this prospectus in accordance with the disclosure requirements of the Province of Quebec.