Filed Pursuant to Rule 433
Registration Statement No. 333-259205
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The information in this preliminary terms supplement is not complete and may be changed.
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Preliminary Pricing Supplement
Dated February 28, 2023
to the Product Prospectus Supplement No. ERN-ETF-1 Dated March 3, 2022, the Prospectus Supplement Dated September 14, 2021 and the Prospectus, Dated September 14, 2021
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$_________
Notes Linked to a Basket of Closed-End
Funds, due March 27, 2025
Royal Bank of Canada
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Per Note
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Total
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Price to public(1)
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100.00%
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$___
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Underwriting discounts and commissions(1)
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0.00%
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$___
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Proceeds to Royal Bank of Canada
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100.00%
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$___
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
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Issuer:
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Royal Bank of Canada (“Royal Bank”)
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Currency:
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U.S. Dollars
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Minimum Investment:
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$1,000 and minimum denominations of $1,000 in excess thereof
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Trade Date
(Pricing
Date):
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March 24, 2023
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Averaging
Dates:
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March 24, 2023, March 27, 2023 and March 28, 2023.
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Issue Date:
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March 29, 2023
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Valuation
Dates:
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March 20, 2025, March 21, 2025 and March 24, 2025.
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Maturity
Date:
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March 27, 2025, subject to extension for market and other disruptions, as described below and in the product prospectus supplement.
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
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Reference
Asset:
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A Basket consisting of the Basket Components, as set forth below:
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Basket Component
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Ticker
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Adams Diversified Equity Fund, Inc.
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ADX
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Blackrock Resources and Commodities Strategy Trust
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BCX
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BlackRock Enhanced Equity Dividend Trust
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BDJ
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BlackRock Energy and Resources Trust
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BGR
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BlackRock Innovation and Growth Trust
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BIGZ
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Blackrock Limited Duration Income Trust
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BLW
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Central Securities Corporation
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CET
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Calamos Long/Short Equity & Dynamic Income Trust
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CPZ
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BlackRock Debt Strategies Fund, Inc.
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DSU
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Western Asset Emerging Markets Debt Fund Inc.
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EMD
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Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund
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ETW
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Eaton Vance Tax-Advantaged Dividend Income Fund
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EVT
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First Trust Energy Infrastructure Fund
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FIF
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Miller/Howard High Income Equity Fund
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HIE
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PGIM High Yield Bond Fund, Inc.
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ISD
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MainStay CBRE Global Infrastructure Megatrends Fund
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MEGI
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Virtus Equity & Convertible Income Fund
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NIE
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Cohen & Steers REIT and Preferred Income Fund, Inc.
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RNP
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Royce Value Trust, Inc.
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RVT
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LMP Capital and Income Fund Inc.
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SCD
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Source Capital, Inc.
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SOR
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SRH Total Return Fund, Inc.
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STEW
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Tekla Healthcare Opportunities Fund
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THQ
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Tri-Continental Corporation
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TY
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Invesco Bond Fund
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VBF
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Basket
Component
Weighting:
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1/25th for each Basket Component.
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Payment at
Maturity (if
held to
maturity):
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The amount that you will receive at maturity for each $1,000 in principal amount of the Notes (the “Redemption Amount”) will depend upon the performance of the Basket. The
Redemption Amount will equal the product of (a) $1,000, (b) the Basket Level Percentage and (c) the Participation Rate.
As discussed in more detail below, the Basket Level Percentage must exceed approximately 101.42% in order for you to receive a Redemption Amount per
$1,000 in principal amount of the Notes that exceeds the principal amount. In addition, the Redemption Amount could be substantially less than the principal amount of the Notes.
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Basket
Component
Performance:
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The Basket Component Performance will measure the change in value of each Basket Component over the term of the Notes.
For each Basket Component, the Basket Component Performance will equal (a) the applicable Final Price divided by (b) the applicable Initial Price, expressed as a percentage.
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
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Weighted
Basket
Component
Performance:
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For each Basket Component, the product of (a) its Basket Component Performance and (b) the Basket Component Weighting.
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Participation
Rate:
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98.60%. Because the Participation Rate is less than 100%, the Basket Level Percentage must exceed approximately 101.42% in order for you to receive a Redemption Amount per
$1,000 in principal amount of the Notes that exceeds the principal amount. In addition, because the Participation Rate is less than 100%, the interest payments you receive on the Notes will be less than the applicable Dividend Amounts.
See “Hypothetical Returns” below.
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Basket Level
Percentage:
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The sum of the Weighted Basket Component Performances.
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Initial Price:
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For each Basket Component, the arithmetic mean of its Average Intra-day Price on each Averaging Date occurring prior to the issue date of the Notes.
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Final Price:
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For each Basket Component, the arithmetic mean of its Average Intra-day Price on each Valuation Date.
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Average
Intra-day
Price:
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With respect to a Basket Component and any Averaging Date or Valuation Date, the volume weighted average of the prices at which we or any of our affiliates (which may
include the Calculation Agent) acquires, establishes, reestablishes, substitutes, maintains, unwinds or disposes of, as the case may be, of any transactions or assets relating to that Basket Component as we deem necessary to hedge our
obligations with respect to the Notes.
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Interest
Calculation
Dates:
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Quarterly, on June 26, 2023, September 25, 2023, December 26, 2023, March 25, 2024, June 24, 2024, September 24, 2024, December 24, 2024 and March 24, 2025.
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Interest
Payment
Dates:
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Quarterly, on June 29, 2023, September 28, 2023, December 29, 2023, March 28, 2024, June 27, 2024, September 27, 2024, December 30, 2024 and the Maturity Date.
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Calculation of
Interest
Payments:
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The amount of each interest payment, if any, will depend upon the amount of dividends on each Basket Component calculated during the Interest Calculation Period (as defined
below) preceding each interest payment date, and will equal, for each $1,000 in principal amount, (a) the sum of the Dividend Amounts for each of the Basket Components multiplied by (b) the Participation Rate.
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Interest
Calculation
Period:
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The first Interest Calculation Period will commence on and exclude the Trade Date and end on and include the first Interest Calculation Date. Each subsequent Interest
Calculation Period will begin on the trading day following an Interest Calculation Date and end on the next Interest Calculation Date. The final Interest Calculation Period will end on the final Valuation Date.
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Dividend
Amount:
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For each Basket Component, an amount in U.S. dollars equal to (a) $1,000 divided by the applicable Initial Price multiplied by (b) the applicable Basket Component Weighting
multiplied by (c) 100% of the gross cash distributions (including ordinary and extraordinary dividends) per share of the Basket Component declared by the applicable Basket Component where the date that the applicable Basket Component has
commenced trading ex-dividend on its primary U.S. securities exchange as to each relevant distribution occurs during the relevant Interest Calculation Period, determined as described in more detail in the section below, “Description of
the Notes — Interest Payments.”
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Calculation
Agent:
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RBC Capital Markets, LLC, our wholly-owned subsidiary (“RBCCM”)
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
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U.S. Tax
Treatment:
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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 contingent
income-bearing 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 in this pricing supplement under “Supplemental Discussion of U.S. Federal Income Tax Consequences” and the
discussion in the product prospectus supplement under “Supplemental Discussion of U.S. Federal Income Tax Consequences,” which apply to the Notes.
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Distribution:
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The Notes are not intended for purchase by any investor that is not a United States person, as that term is defined for U.S. federal income tax purposes, and no dealer may
make offers of the Notes to any such investor. Investors purchasing a Note will be required to certify their status as a United States person for U.S. federal income tax purposes by providing a duly completed and executed Internal Revenue
Service Form W-9.
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Secondary
Market:
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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.
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Listing:
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The Notes will not be listed on any securities exchange.
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Clearance
and
Settlement:
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DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as described under “Ownership and Book-Entry Issuance” in the prospectus).
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Terms
Incorporated
in the Master
Note:
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All of the terms appearing above the item captioned “Secondary Market” on pages P-2 to P-3 of this pricing supplement and the terms appearing under the captions “Description
of the Notes” below and “General Terms of the Notes” in the product prospectus supplement.
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
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Basket Level
Percentage
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Redemption Amount per $1,000 in
Principal Amount
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Percentage Gain (or Loss) per
$1,000 in Principal Amount
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140.00%
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$1,380.40
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38.04%
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130.00%
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$1,281.80
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28.18%
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120.00%
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$1,183.20
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18.32%
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110.00%
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$1,084.60
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8.46%
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101.42% (1)
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$1,000.00
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0.00%
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100.00%(2)
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$986.00
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-1.40%
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90.00%
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$887.40
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-11.26%
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80.00%
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$788.80
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-21.12%
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70.00%
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$690.20
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-30.98%
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60.00%
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$591.60
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-40.84%
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30.00%
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$295.80
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-70.42%
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0.00%
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$0.00
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-100.00%
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
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You May Lose Some or All of the Principal Amount at Maturity –– The Notes do not guarantee any return of principal. The amount payable on the Notes at maturity will
depend on the performance of the Basket Components, and may be less, and possibly significantly less, than your initial investment. If the prices of some or all of the Basket Components decrease, the payment at maturity may be less than
the principal amount. In addition, because the Participation Rate is only 98.60%, the Basket Level Percentage must exceed approximately 101.42% in order for you to receive a Redemption Amount that exceeds the principal amount. You may
lose all or a substantial portion of the amount that you invested to purchase the Notes. You may incur a loss, even if the Basket Level Percentage is greater than 100% (but less than approximately 101.42%). Please also see “—The Notes
Will Not Reflect the Full Performance of the Basket Components, Which May Negatively Impact Your Return on the Notes.”
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The Notes May Not Pay Interest and Your Return May Be Lower than the Return on a Conventional Debt Security of Comparable Maturity –– There may be no periodic interest
payments on the Notes, and any such payments may be less than there would be on a conventional fixed-rate or floating-rate debt security having the same maturity. The amount of each interest payment, if any, will depend upon the Dividend
Amount of each Basket Component during the Interest Calculation Period preceding each interest payment date, as adjusted by the Participation Rate. 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. Your return may be less than the return you would earn if you purchased one of our conventional senior interest bearing debt securities.
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The Notes Will Not Reflect the Full Performance of the Basket Components, Which May Negatively Impact Your Return on the Notes –– Because
the calculation of the Redemption Amount includes a Participation Rate of less than 100%, the return, if any, on the Notes will not reflect the full performance of the Basket Components. Therefore, the yield to maturity based on the
methodology for calculating the Redemption Amount will be less than the yield that would be produced if the Basket Components were purchased and held for a similar period. The Basket Level Percentage must be at least approximately 101.42%
for the Redemption Amount to exceed the principal amount. In addition, because the Participation Rate is less than 100%, the interest payments you receive on the Notes will be less than the applicable Dividend Amounts.
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Any Increase in the Price of One or More Basket Components May Be Offset by Decreases in the Price of One or More Other Basket Components –– The price of one or more of
the Basket Components may increase while the price of one or more of the other Basket Components decreases. Therefore, in determining the value of the Basket at any time, including on the Valuation Dates, increases in the price of one
Basket Component may be moderated, or wholly offset, by decreases in the price of one or more other Basket Components.
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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 our
unsecured debt securities. As a result, your receipt of any amounts due on the Notes is dependent upon our ability to repay our obligations on the applicable payment date. This will be the case even if the value of the Basket increases
after the Trade Date. No assurance can be given as to what our financial condition will be at maturity of the Notes.
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Owning the Notes Is Not the Same as Owning the Basket Components –– The return on your Notes is unlikely to reflect the return you would realize if you actually owned
the Basket Components. For example, although certain dividends on the Basket Components will be reflected in the interest payments on the Notes, they will be subject to and reduced by the Participation Rate; accordingly, an investment in
the Notes may return less than an actual investment in the Basket Components. As an owner of the Notes, you will not have voting rights or any other rights
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
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The Initial Price for Each Basket Component Will Not Be Known Until After the Trade Date of the Notes — The Initial Price of the Basket Components will be determined
over three Averaging Dates. The first Averaging Date is the Trade Date. As a result, the Initial Price of one or more Basket Components may be substantially higher or lower than its market price on the date that you make your investment
decision to purchase the Notes.
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The Initial Price and Final Price for each Basket Component Will Be Based on the Average Intra-day Prices for that Basket Component on Each Averaging Date and Valuation Date,
Which May Adversely Affect the Return on the Notes. The Initial Price and the Final Price of each Basket Component, which is used to determine the related Basket Component Performance and therefore the Basket Level Percentage,
will be based on the Average Intra-day Prices of that Basket Component on each Averaging Date or Valuation Date (as applicable). The Average Intra-day Price for a Basket Component on any Averaging Date or Valuation Date is the volume
weighted average of the prices at which we, or one or more of our affiliates, execute transactions with respect to such Basket Component on each Averaging Date or Valuation Date in connection with the hedging of our obligations under the
Notes, as described in the "Summary" section above.
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The Payments on the Notes Are Subject to Postponement Due to Market Disruption Events and Adjustments –– The payments on the Notes are subject to adjustment as described
in this document. For a description of what constitutes a market disruption event as well as the consequences of that market disruption event, see “Description of the Notes—Market Disruption Events” below.
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Significant Aspects of the Tax Treatment of the Notes Are Uncertain and Certain Aspects May Make the Notes Less Suitable for Certain Non-U.S. Investors –– The tax
treatment of the Notes is uncertain. We do not plan to request a ruling from the Internal Revenue Service or from any Canadian authorities regarding the tax treatment of the Notes, and the Internal Revenue Service or a court may not agree
with the tax treatment described in this pricing supplement. Although the U.S. federal income tax treatment of the interest payments is uncertain, we intend to take the position that such interest payments constitute taxable ordinary
income to a United States holder at the time received or accrued in accordance with the holder’s regular method of accounting.
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
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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 will not be listed on any securities exchange. RBCCM and our other affiliates may make a market for the Notes; however, they are not required to do so. RBCCM or any other affiliate of ours 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.
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The Market Value of the Notes May Be Influenced by Many Unpredictable Factors –– The following factors, many of which are beyond our control, may influence the market
value of the Notes:
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the market prices of the Basket Components;
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the dividend yields of the Basket Components;
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economic, financial, political, military, regulatory, legal and other events that affect the securities markets generally, and which may affect the values of the Basket Components; and
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interest rates in the market.
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The Initial Estimated Value of the Notes Will Be Less than the Price to the Public –– The initial estimated value that will be set forth in the final pricing supplement
for the Notes 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 prices of the Basket Components, the borrowing rate we pay to issue securities of this
kind, and the inclusion in the price to the public of the licensing fee 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 licensing fee or the hedging costs
relating to the Notes. In addition to bid-ask spreads, the value of the Notes determined by RBCCM 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 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.
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The Initial Estimated Value of the Notes that We Will Provide in the Final Pricing Supplement Will Be an Estimate Only, Calculated as of the Time the Terms of the Notes Are Set
— The initial estimated value of the Notes will be 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 will be 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.
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
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• |
The Inclusion of the Basket Components in the Basket Does Not Guarantee a Positive Return on the Notes ––The performance of the Basket Components may be less than the
performance of the securities markets generally, and less than the performance of the economic sectors represented by the Basket Components, or other securities in which you may choose to invest. Although Raymond James may have expressed
a positive view as to the Basket Components prior to the Trade Date, its views may have changed significantly prior to the Trade Date or may change significantly during the term of the Notes. In addition, any positive views of Raymond
James’ research division is separate and apart from the offering of these Notes, and does not constitute investment advice. Our offering of the Notes does not constitute our recommendation or the recommendation of ours, Raymond James, or
our respective affiliates to invest in the Notes or in the Basket Components.
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Your Investment in the Notes Is Subject to Risks Associated With the Basket Components. The payments on the Notes, if any, are linked to the performance of the Basket
Components. Accordingly, certain risk factors applicable to investors who invest directly in the Basket Components are also applicable to an investment in the Notes, to the extent that such risk factors could adversely affect the
performance of the Notes. Examples of such risk factors include, without limitation, portfolio management risk, debt securities risk, senior loan risk, high-yield / junk bond risk, liquidity risk, credit risk, interest rate risk, foreign
securities risk, currency risk, government securities risk and derivatives risk. As a result of these and other risks, the Basket Components may not achieve their investment objectives. A description of these and other risks applicable
each Basket Component can be found in the offering documents published by each Basket Component manager and may be obtained from the website for each Basket Component, and are also summarized below.
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• |
You Will Not Have Any Shareholder Rights and Will Have No Right to Receive Any Basket Components at Maturity –– Investing in the Notes will not make you a holder of any
of the Basket Components or any of the assets in which they invest. Neither you nor any other holder or owner of the Notes will have any voting rights, any right to receive dividends or other distributions (except to the extent that the
Dividend Amounts, as adjusted by the Participation Rate, are reflected in the interest payments on the Notes) or any other rights with respect to any of these securities.
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• |
Changes That Affect a Basket Component May Affect the Market Value of the Notes and the Amount You Will Receive at Maturity –– Changes affecting a Basket Component, such
as reorganizations or mergers, will be reflected in the price of that Basket Component and therefore could affect the amount payable on your Notes at maturity and the market value of the Notes prior to maturity. If these events occur, the
Calculation Agent may, for example, adjust the applicable Initial Price. See “Description of the Notes—Anti-Dilution Adjustments.”
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• |
No Basket Component Will Have any Role or Responsibilities with Respect to the Notes –– None of the Basket Components or their respective investment advisors or sponsors
will have authorized or approved the Notes, or will be involved in this offering. No such company will have any financial or legal obligation with respect to the Notes or the amounts to be paid to you, including any obligation to take our
needs or your needs into consideration for any reason, including taking any corporate or other actions that might affect the value of the Basket Components or the Notes. No such company will receive any of the proceeds from any offering
of the Notes. No Basket Component or any other company will be responsible for, or participate in, the determination or calculation of the Redemption Amount.
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• |
Neither We Nor Raymond James Control Any Basket Component and Neither We Nor Raymond James Are Responsible for Any Disclosure Made by Any Other Company –– Neither we nor
Raymond James nor any of our
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
|
• |
The Historical Performance of the Basket Components Should Not Be Taken as an Indication of Their Future Performance –– The Final Prices of the Basket Components will be
used to determine the Redemption Amount. The historical performance of the Basket Components does not necessarily give an indication of their future performance. As a result, it is impossible to predict whether the prices of the Basket
Components will rise or fall during the term of the Notes. The prices of the Basket Components will be influenced by complex and interrelated political, economic, financial and other factors.
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• |
Some of the Basket Components Have a Limited Trading History — BIGZ commenced trading in March 2021, MEGI commenced trading in October 2021 and CPZ commenced trading in
November 2019. As a result, these Basket Components have limited historical trading information that you can refer to in order to evaluate their performance. Accordingly, an investment in the Notes may be more risky than an investment
linked only to securities that have a longer period of historical trading information.
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• |
You Will Have Limited Anti-Dilution Protection with Respect to the Basket Components –– The Calculation Agent will adjust the Initial Price of a Basket Component for
stock splits, reverse stock splits, stock dividends and other events that affect the applicable issuer’s capital structure, but only in the situations we describe in “Description of the Notes—Anti-Dilution Adjustments” below, and in the
product prospectus supplement. The Calculation Agent will not be required to make an adjustment for every corporate event that may affect a Basket Component. For example, the Calculation Agent will not make any adjustments for events such
as an offering by a Basket Component of equity securities or a tender or exchange offer for less than all outstanding shares of that issuer by a third party. Those events or other actions by the applicable issuer or a third party may
nevertheless adversely affect the price of the Basket Component, and adversely affect the value of the Notes.
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• |
The Basket Components May Trade at Fluctuating Discounts from (or Premiums to) their Net Asset Values, Which May Adversely Affect Your Return on the Notes –– Shares of closed-end funds often trade in the open market at discounts from their net asset value (“NAV”). The levels of these discounts may fluctuate significantly over time in response to supply and
demand, which are influenced by various factors. These discounts may continue, or become more significant, during the term of the Notes. This risk is separate and distinct from the risk that a Basket Component’s NAV could decrease as a
result of its investment activities. In addition, one or more Basket Components may trade a premium to their respective NAVs. The value of the Basket Components, and thus the return on the Notes, will be adversely affected if the Basket
Components experience decreases in premiums or increases in discounts, which is a separate risk from the risk of a decline in the value of the Notes due to decreases in the NAVs of the Basket Components.
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
|
• |
The Basket Components Are Subject to Market Risk –– The prices of shares of closed-end funds are sensitive to general movements in the applicable securities market. A
decrease in the stock market may depress the prices of shares of closed-end funds. Share prices, like other investments, may move up or down, sometimes rapidly and unpredictably. In addition, market prices of the shares of closed-end
funds may be affected by investors’ perceptions regarding closed-end funds generally or their underlying investments. Events that have an adverse effect on the applicable securities markets as a whole could have a similarly adverse effect
on the value of the Basket Components and the Notes, and these adverse effects may not be predictable.
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• |
The Basket Components Are Subject to Management and Issuer Risk –– The success of the strategy of any closed-end fund is subject to the ability of the fund manager to
achieve the fund’s investment objective. The Basket Components may be managed by individuals who are not able to achieve their specific investment objectives, and even previously successful fund managers may be unable, due to general
financial, economic and political conditions or due to other factors beyond their control, to achieve their respective investment objectives. Past success in meeting investment objectives does not necessarily indicate that the fund
manager will be able to continue to do so. If the fund manager of one or more of the Basket Components is unable to achieve the relevant fund’s investment objective, the NAV of the fund, and therefore the share price, may decrease, and
the value of the Notes may be adversely affected.
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Shares of Closed-End Funds Do Not Assure Dividend Payments –– Closed-end funds do not guarantee the payment of dividends. Dividends are paid only when declared by the
boards of directors of closed-end funds, and the level of dividends may vary over time. If a Basket Component reduces or eliminates the level of its regular dividends, this may cause the market price of its shares, and therefore the value
of the Notes, to fall.
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Certain Basket Components May Be Classified as “Non-Diversified.” –– Certain closed-end funds, including some Basket Components, may be classified during the term of the
Notes as “non-diversified” under the Investment Company Act of 1940, as amended (the “Investment Company Act”). A non-diversified fund has the ability to invest more of its assets in securities of a single issuer than if it were
classified as a “diversified” fund, which may increase its volatility. If a closed-end fund’s investment in one or more particular issuers represents a relatively significant percentage of the closed-end fund’s portfolio, the value of the
portfolio will be more impacted by a loss on that investment than if the portfolio were more diversified. If the investments of the Basket Components are concentrated in a particular issuer or set of issuers that experiences a loss, the
value of the Notes could be affected.
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The Value of a Closed-End Fund May Not Accurately Track the Value of the Securities in Which That Closed‑End Fund Invests –– Although the trading characteristics and
valuations of a closed-end fund will usually mirror the characteristics and valuations of the securities in which such closed-end fund invests, its value may not accurately track the value of such securities. The value of a closed-end
fund will also reflect transaction costs and fees (including, without limitation, investment advisory fees, audit fees and the fees of an independent board of directors) in addition to any such fees incurred in connection with individual
portfolio investments or that are not associated with such individual portfolio investments. Accordingly, the performance of a Basket Component may not be equal to the performance of its individual investments during the term of the
Notes.
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The Organizational Documents of the Basket Components May Contain Anti-Takeover Provisions –– The organizational documents of certain of the Basket Components may include
provisions that could limit the ability of other entities or persons to acquire control of such fund or to change the composition of its board. These provisions could limit the ability of shareholders to sell their shares at a premium to
prevailing market prices by discouraging a third party from seeking to obtain control of the relevant closed-end fund.
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There Are Risks Associated With Corporate Loans –– Some of the Basket Components may invest in corporate loans, and therefore the Notes are subject to risks associated
with corporate loans. Corporate loans in which the Basket Components may invest may not be rated by a nationally recognized statistical rating organization (“NRSRO”) at the time of investment, generally will not be registered with the SEC
and generally will not be listed on a securities
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
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There Are Risks Associated With Investing In Small-Cap And Mid-Cap Companies –– One or more Basket Components may hold significant holdings in small-capitalization (or
micro-cap) or mid-capitalization companies, which would present particular investment risks. These companies may have limited product lines and markets, as well as shorter operating histories, less experienced management and more limited
financial resources than larger companies, and may be more vulnerable to adverse general market or economic developments. Stocks of these companies may be less liquid than those of larger companies, and may experience greater price
fluctuations than larger companies. In addition, small-cap or mid-cap company securities may not be widely followed by investors, which may result in reduced demand.
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There Are Risks Associated With Leverage Strategies –– Subject to limitations set forth in the Investment Company Act, the Basket Components may employ leverage. Leverage
magnifies both the potential for gain and the risk of loss. Leverage may result from ordinary borrowings or may be inherent in the structure of certain investments made by a Basket Component, such as derivatives. If the prices of such
investments decrease, or if the cost of borrowing exceeds any increase in such prices, the NAV of the relevant Basket Component will decrease faster than if it had not used leverage. To repay borrowings, a Basket Component may have to
sell investments at a time and at a price that is unfavorable. An investment in securities of closed-end funds that use leverage may expose that Basket Component, and therefore expose the Notes, to higher volatility in the market value of
such securities and the possibility that the Notes’ long-term returns on such securities will be diminished.
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There Are Risks Associated With Derivatives –– Certain Basket Components may invest in, or enter into, derivative transactions, such as forward contracts, options,
futures contracts, options on futures contracts and swap agreements. A derivative instrument often has risks similar to its underlying instrument and may have additional risks, including imperfect correlation between the value of the
derivative and the underlying instrument, risks of default by the counterparty to certain derivative transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest
rates to which the derivative relates, and risks that the derivative instruments may not be liquid.
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
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There Are Risks Associated With Investing in Fixed Income Securities –– The Basket Components may invest in fixed income securities. Investing in the Notes, which are
linked to Basket Components that may invest in fixed income securities, differs significantly from investing directly in the bonds themselves and holding them until maturity since the values of the Basket Components fluctuate, at times
significantly, during each trading day based upon the current market prices of the underlying bonds. The market prices of these bonds are volatile and significantly influenced by a number of factors, particularly the yields on these bonds
as compared to current market interest rates and the actual or perceived credit quality of the issuer of these bonds.
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There Are Risks Associated With Investing in High-Yield Securities –– The Basket Components may invest in high-yield securities. Securities of below investment-grade
quality are regarded as having predominately speculative characteristics with respect to capacity to pay interest and repay principal, and are commonly referred to as junk bonds. Issuers of high-yield securities may be highly leveraged
and may not have available to them more traditional methods of financing. The prices of these lower-grade securities are typically more sensitive to negative developments, such as a decline in the issuer’s revenues or a general economic
downturn, than are the prices of higher-grade securities. The secondary market for high-yield securities may not be as liquid as the secondary market for more highly-rated securities, a factor which may have an adverse effect on a Basket
Component’s ability to dispose of a particular security. There are fewer dealers in the market for high-yield securities than for investment-grade obligations. The prices quoted by different dealers may vary significantly and the spread
between the bid and ask price is generally much larger than for higher quality instruments. Under adverse market or economic conditions, the secondary market for high-yield securities could contract further, independent of any specific
adverse changes in the condition of a particular issuer, and these instruments may become illiquid. As a result, a Basket Component could find it more difficult to sell these securities or may be able to sell the securities only at prices
lower than the prices used in calculating a closed-end fund’s NAV.
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Some Basket Components Are Subject to Interest Rate Risk –– There is a risk that debt securities, including debt securities held as collateral, in a Basket Component’s
portfolio will decline in value because of increases in market interest rates. When market interest rates rise, the market value of such debt securities, generally, will fall. If a Basket Component invests in debt securities, then there
is a risk that the NAV and market price of its units will decline if market interest rates rise.
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The Basket Components Are Subject to Credit Risk –– A Basket Component may be adversely affected if the issuer of a debt obligation, or the counterparty to a derivatives
contract, repurchase agreement, loan of portfolio securities or other obligation held in its portfolio, is, or is perceived to be, unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its
obligations. The downgrade of a portfolio security may also
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
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The Basket Components Are Subject to Inflation Risk –– Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as
inflation decreases the value of money. As inflation increases, the real value of the Basket Components and distributions, if any, made by the Basket Components can decline, which may adversely affect the value of your Notes.
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Some Basket Components Are Subject to Currency Exchange Rate Risk –– The Notes are linked to Basket Components that may invest in securities that are traded and quoted in
foreign currencies on non-U.S. markets. Therefore, holders of the Notes will be exposed to currency exchange rate risk with respect to the currencies in which such securities trade. An investor’s net exposure will depend on the extent to
which the relevant non-U.S. securities strengthen or weaken against the U.S. dollar and the relative weight of each non-U.S. security in the portfolios of the applicable Basket Components. If, taking into account such weighting, the U.S.
dollar strengthens against the relevant non-U.S. currencies, the value of the securities in which such Basket Components invest will be adversely affected and the value of the Notes may decrease.
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There Are Risks Associated With Foreign Securities Markets –– Some of the Basket Components may invest in securities issued by foreign issuers. An investment in
securities linked directly or indirectly to the value of securities issued by non-U.S. issuers involves particular risks. There is generally less publicly available information about non-U.S. issuers than about U.S. issuers that are
subject to the reporting requirements of the SEC, and non-U.S. issuers are subject to accounting, auditing and financial reporting standards and requirements that differ from those applicable to U.S. reporting issuers. Securities prices
in non-U.S. countries are subject to political, economic, financial and social factors that may be unique to the particular country. Moreover, certain aspects of a particular non-U.S. economy may differ favorably or unfavorably from the
U.S. economy in important respects, such as growth of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency.
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There Are Risks Associated With Preferred Stock –– Some of the Basket Components may invest in preferred stock. Generally, preferred stockholders have no voting rights
with respect to the issuing company unless certain events occur. In addition, preferred stock is subordinated to bonds and other debt instruments in a company’s capital structure and therefore will be subject to greater credit risk than
those debt instruments. In addition, because some preferred stock may pay dividends at a fixed rate, the market price can be sensitive to changes in interest rates in a manner similar to bonds—that is, as interest rates rise, the value of
the preferred stock is likely to decline. To the extent that any Basket Component invests its assets in fixed rate preferred stock, rising interest rates may cause the value of such Basket Component’s investments, and therefore, the value
of the Notes, to decline significantly.
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You Must Rely on Your Own Evaluation of the Merits of an Investment Linked to the Basket Components –– In the ordinary course of their business, RBCCM, Raymond James and
our respective affiliates may have expressed views on expected movements in any Basket Component, and may do so in the future. These views or reports may be communicated to our clients, Raymond James’ clients, and clients of our
respective affiliates. However, these views are subject to change from time to time. Moreover, other professionals who transact business in markets relating to any Basket Component may at any time have significantly different views from
those of our respective affiliates. For these reasons, you are encouraged to derive information concerning the Basket Components from multiple sources, and you should not rely solely on views expressed by us, Raymond James or our
respective affiliates.
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Our Trading and Other Transactions Relating to the Basket Components, Futures, Options or Other Derivative Products May Adversely Affect the Market Value of the Notes ––
As described under “Use of Proceeds and Hedging” in the product prospectus supplement, we or our affiliates may hedge our obligations under the Notes by purchasing or selling the Basket Components, futures or options relating to the
Basket Components, or other derivative instruments with returns linked or related to changes in the performance of the Basket Components.
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
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Our Business Activities and the Business Activities of Our Affiliates May Create Conflicts of Interest –– As noted above, we, Raymond James, or one or more of our
respective affiliates expect to engage in trading activities related to the Basket Components or the assets in which they invest that are not for the account of holders of the Notes or on their behalf. These trading activities may present
a conflict between the holders’ interests in the Notes and the interests we, Raymond James and our respective affiliates will have in their proprietary accounts, in facilitating transactions, including options and other derivatives
transactions, for their customers and in accounts under their management. These trading activities, if they influence the prices of the Basket Components, could be adverse to the interests of the holders of the Notes. We, Raymond James,
or one or more of our respective affiliates may, at present or in the future, engage in business with the Basket Components or the issuers of the assets in which they invest, including making loans to or providing advisory services to
those companies or their investment advisors or sponsors. These services could include investment banking and merger and acquisition advisory services. In providing these services, we or Raymond James may obtain confidential information
that is relevant to the Basket Components, and we will be under no obligation to share this information with you. These activities may present a conflict between our, Raymond James or one or more of our affiliates’ obligations and your
interests as a holder of the Notes. Moreover, we, Raymond James and our respective affiliates have published, and in the future expect to publish, research reports and other materials with respect to some or all of the Basket Components.
Our views are modified from time to time without notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding the Notes. Even if one of our affiliates or Raymond James expresses a negative
opinion about one or more of the Basket Components, or if market conditions change, the composition of the Basket will not change during the term of the Notes (except under the limited circumstances described in the product prospectus
supplement). Any of these activities by us, Raymond James or one or more of our respective affiliates may affect the prices of the Basket Components and, therefore, the market value of the Notes.
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As Calculation Agent, RBCCM Will Have the Authority to Make Determinations That Could Affect the Value of the Notes and the Payment at Maturity –– As Calculation Agent
for your Notes, RBCCM will have discretion in making various determinations that affect your Notes, including determining the Initial Prices, the Final Prices, the Basket Level Percentage, the Redemption Amount, the amounts of any
interest payments on the Notes, and whether any market disruption event has occurred. The Calculation Agent also has discretion in making certain adjustments relating to mergers and certain other corporate transactions that a Basket
Component may undertake. The exercise of this discretion by RBCCM could adversely affect the value of your Notes and may present RBCCM, which is our wholly-owned subsidiary, with a conflict of interest.
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
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with respect to any distribution where the date that the applicable Basket Component commences trading ex-dividend on the second Averaging Date, only 1/3 of the applicable distribution shall be included;
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with respect to any distribution where the date that the applicable Basket Component commences trading ex-dividend on the third Averaging Date, only 2/3 of the applicable distribution shall be included;
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with respect to any distribution where the date that the applicable Basket Component commences trading ex-dividend on the second Valuation Date, only 2/3 of the applicable distribution shall be included; and
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with respect to any distribution where the date that the applicable Basket Component commences trading ex-dividend on the third Valuation Date, only 1/3 of the applicable distribution shall be included.
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
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Notes Linked a Basket of Closed-End
Funds, due March 27, 2025
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