ROYAL BANK OF CANADA Debt Securities Underwriting Agreement Standard Provisions
ROYAL BANK OF CANADA
Debt Securities
Underwriting Agreement Standard Provisions
July 12, 2006
From time to time, Royal Bank of Canada, a Canadian chartered Bank (the “Bank”), proposes to
enter into one or more terms agreements (each, a “Terms Agreement”) in the form of Annex I hereto,
with such additions and deletions as the parties thereto may determine, and, subject to the terms
and conditions stated herein and therein, to issue and sell to the firms named in Schedule II to
the Terms Agreement (the “Underwriters”) certain of its debt securities specified in Schedule III
to the Terms Agreement (the “Offered Securities”). The provisions included herein (the “Standard
Provisions”) shall be incorporated by reference into the Terms Agreement.
The terms and rights of the Offered Securities shall be as specified in the Terms Agreement
and in, or pursuant to, (i) the Indenture dated as of October 23, 2003 between the Bank and
JPMorgan Chase Bank, as Trustee (the “Trustee”), relating to senior debt securities or (ii) the
Indenture to be entered into between the Bank and the Trustee, relating to subordinated debt
securities (each, an “Indenture”).
1. Introductory. Particular sales of Offered Securities may be made from time to time to the
Underwriters, for whom the firms designated as representatives of the Underwriters in the Terms
Agreement will act as representatives (the “Representatives”). The term “Representatives” also
refers to a single firm acting as sole representative of the Underwriters and to an Underwriter or
Underwriters who act without any firm being designated as its or their representatives. These
Standard Provisions shall not be construed as an obligation of the Bank to sell any of its
securities or as an obligation of any Underwriter to purchase any of its securities. The
obligation of the Bank to issue and sell any of its securities and the obligation of any
Underwriter to purchase any of such securities shall be evidenced by the Terms Agreement with
respect to only the Offered Securities. Each Terms Agreement shall specify the aggregate principal
amount of the Offered Securities, the initial public offering price of the Offered Securities, the
purchase price to the Underwriters of the Offered Securities, the commission, if any, to be paid to
the Underwriters with respect to the sale of the Offered Securities, the names of the Underwriters
of the Offered Securities, the names of the Representatives of such Underwriters and the principal
amount of the Offered Securities to be purchased by each Underwriter and shall set forth the date,
time and manner of delivery of the Offered Securities and payment therefor. The Terms Agreement
shall also specify (to the extent not set forth in the relevant Indenture and the registration
statement and prospectus with respect thereto) the terms
of the Offered Securities. The Terms Agreement shall be executed by the Bank and by or on
behalf of the Underwriters and may be evidenced by an exchange of facsimile or other written
communications. The obligations of the Underwriters under the Standard Provisions and the Terms
Agreement shall be several and not joint.
2. Representations and Warranties of the Bank. The Bank represents and warrants to, and
agrees with, each of the Underwriters that:
(a) the Bank is qualified to file a short form prospectus that is a base shelf prospectus
pursuant to the requirements of National Instrument 44-101 – Short Form Prospectus Distributions,
and National Instrument 44-102 – Shelf Distributions, of the Canadian Securities Administrators;
the Bank has prepared and filed with the Autorité des marchés financiers (the “AMF”) in the
Province of Québec a preliminary short form base shelf prospectus (the “Preliminary Base Shelf
Prospectus”) and a final short form base shelf prospectus (the “Final Base Shelf Prospectus”) in
respect of US$6,000,000,000 senior debt securities and subordinated debt securities, a preliminary
receipt for the Preliminary Base Shelf Prospectus and a final receipt for the Final Base Shelf
Prospectus, each in the form heretofore delivered to the Representatives for each of the
Underwriters has been issued by the AMF; no other document with respect to such short form base
shelf prospectus, amendments thereto, or document incorporated by reference therein has heretofore
been filed or transmitted for filing with the AMF subsequent to the date of issuance of the final
receipt for the Final Base Shelf Prospectus other than documents filed with the AMF and the United
States Securities and Exchange Commission (the “Commission”) and available on SEDAR and the
Commission’s website; and no order having the effect of preventing or suspending the use of any
prospectus relating to the Offered Securities has been issued, and no proceeding for that purpose
has been initiated or, to the knowledge of the Bank, threatened by the AMF; the Final Base Shelf
Prospectus is hereinafter called the “Shelf Prospectus” and any reference to the Shelf Prospectus
as amended or supplemented shall be deemed to refer to the Shelf Prospectus as amended or
supplemented in relation to the Offered Securities in accordance with Section 5(a) hereof,
including any documents incorporated by reference therein as of the date of such filing);
(b) the Bank meets the requirements for use of Form F-9 (“Form F-9”) under the Securities Act
of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the
“Act”), with respect to the Offered Securities and has filed a registration statement on Form F-9
(File No. 333-130306), including the Shelf Prospectus for which the AMF has issued the final
receipt as modified as required or permitted by Form F-9 in respect of the Offered Securities with
the Commission; such registration statement (including any pre-effective amendment thereto) and any
post-effective amendment thereto, each in the form heretofore delivered to the Representatives,
excluding exhibits to such registration statement, but including all documents incorporated by
reference in the prospectus contained therein as of the date of such prospectus, have been declared
effective by the Commission in such form; no other document with respect to such registration
statement or document incorporated by reference therein has heretofore been filed or transmitted
for filing with the Commission, except for any documents filed with the Commission subsequent to
the date of such effectiveness and available on the Commission’s website; and no stop order
suspending the effectiveness of such registration
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statement or any post-effective amendment thereto has been issued, and no proceeding for that
purpose or pursuant to Section 8A of the Act against the Bank or related to the offering of the
Offered Securities has been initiated or, to the knowledge of the Bank, threatened by the
Commission; any preliminary prospectus (including any supplement thereto) included in such
registration statement is hereinafter called a “Preliminary Prospectus”; the various parts of such
registration statement, including all exhibits thereto and the documents incorporated by reference
in the prospectus contained in the registration statement at the time such part of the registration
statement became effective, are hereinafter called the “Registration Statement”; the prospectus
relating to the Offered Securities that are the subject of the Terms Agreement, in the form in
which it has most recently been filed, or transmitted for filing, with the Commission is
hereinafter called the “Prospectus”; any reference herein to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the documents incorporated by reference therein,
as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to
any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to
refer to and include any documents filed after the date of such Preliminary Prospectus or
Prospectus, as the case may be, under the applicable securities laws of the Province of Québec as
varied and amended by a decision of the AMF (“Québec Securities Laws”) or the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively,
the “Exchange Act”), as the case may be, and that are deemed to be incorporated by reference in
such Preliminary Prospectus or Prospectus, as the case may be; and any reference to the Prospectus
as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in
relation to the Offered Securities in the form in which it is filed with the Commission pursuant to
General Instruction II.K. of Form F-9 (“General Instruction II.K.”) in accordance with Section
5(a) hereof, including any documents incorporated by reference therein as of the date of such
filing;
At or prior to the time when sales of the Offered Securities were first made (the “Time of
Sale”), the Bank had prepared the following information (collectively with the information referred
to in the next succeeding sentence, the “Time of Sale Information”): the Shelf Prospectus, a
Preliminary Prospectus (if applicable), and each free-writing prospectus (as defined pursuant to
Rule 405 under the Act) relating to the Offered Securities listed on Schedule I to the Terms
Agreement. In addition, you have informed us that the Underwriters may orally provide the pricing
information set out on Schedule I to the Terms Agreement to prospective purchasers prior to
confirming sales. If, subsequent to the date of the Terms Agreement, the Bank and the Underwriters
have determined that such Time of Sale Information included an untrue statement of material fact or
omitted a statement of material fact necessary to make the information therein, in the light of the
circumstances under which it was made, not misleading and have agreed to provide an opportunity to
purchasers of the Offered Securities to terminate their old purchase contracts and enter into new
purchase contracts, then “Time of Sale Information” will refer to the information available to
purchasers at the time of entry into the first such new purchase contract.
(c) the documents incorporated by reference in the Prospectus, as amended or supplemented, and
the Shelf Prospectus, when they were filed with the AMF, complied in all material respects with the
requirements of the Québec Securities Laws, and none of such
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documents, as of their respective issue dates, contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and any further documents so filed and incorporated by reference
in the Prospectus or the Shelf Prospectus or any further amendment or supplement thereto, when such
documents are filed with the AMF, will comply in all material respects with Québec Securities Laws,
and will not contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to be make the statements therein not
misleading; provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information furnished in
writing to the Bank by or on behalf of an Underwriter of Offered Securities expressly for use in
the Prospectus or the Shelf Prospectus as amended or supplemented; and no such documents were filed
with the Commission since the Commission’s close of business on the business day immediately prior
to the date of the Terms Agreement and prior to the execution of the Terms Agreement, except as set
forth in the Terms Agreement;
(d) the Registration Statement, the Time of Sale Information and the Prospectus comply and, as
amended or supplemented, if applicable, will comply as of the time of such amendment or supplement
in all material respects with the Act, and, if applicable, the Trust Indenture Act of 1939, as
amended (the “Trust Indenture Act”), and as to the Registration Statement and any amendment
thereto, do not and will not, as of the applicable effective date of the Registration Statement and
such amendment, contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements therein not misleading
and, as to the Prospectus and any amendment or supplement thereto, do not and will not, as of their
dates and applicable filing dates as to the Prospectus and such amendment or supplement, contain
any untrue statement of a material fact or omit to state a material fact necessary in order to make
the statements therein, in light of the circumstances under which they were made, not misleading;
provided, however, that this representation and warranty shall not apply to (i) any statements or
omissions made in reliance upon and in conformity with information furnished in writing to the Bank
by or on behalf of an Underwriter of Offered Securities expressly for use in the Prospectus as
amended or supplemented or (ii) that part of the Registration Statement that shall constitute the
Statement of Eligibility under the Trust Indenture Act (Form T-1) of the Trustee;
(e) the Time of Sale Information, at the Time of Sale did not, and at the Closing Date (as
defined in Section 4) will not, contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Bank by or on behalf of an Underwriter of Offered
Securities expressly for use in such Time of Sale Information. No statement of material fact
included in the Prospectus has been omitted from the Time of Sale Information and no statement of
material fact included in the Time of Sale Information that is required to be included in the
Prospectus has been omitted therefrom;
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(f) other than the Preliminary Prospectus and the Prospectus, the Bank (including its agents
and representatives, other than the Underwriters in their capacity as such) has not made, used,
prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve
or refer to any written communication (as defined in Rule 405 under the Act) that constitutes an
offer to sell or solicitation of an offer to buy the Offered Securities (each such communication by
the Bank or its agents and representatives (other than a communication referred to in clause (i)
below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a
prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (ii) the
documents listed on Schedule I to the Terms Agreement and other written communications approved in
writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in
all material respects with the Act, has been filed in accordance with the Act (to the extent
required thereby) and, when taken together with the Time of Sale Information, did not, and at the
Closing Date will not, contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in each such Issuer Free Writing Prospectus in
reliance upon and in conformity with information relating to any Underwriter furnished in writing
to the Bank by or on behalf of an Underwriter of Offered Securities through the Representatives
expressly for use in any Issuer Free Writing Prospectus;
(g) the Bank (A) validly exists as a Schedule I bank under the Bank Act (Canada); (B) has the
requisite corporate power and authority to execute and deliver the Standard Provisions and any
Terms Agreement to be entered in to in respect of the Offered Securities; (C) has the corporate
power and authority to own, lease and operate its properties and to conduct its business as
described in the Time of Sale Information and the Prospectus; and (D) has duly authorized, executed
and delivered the Standard Provisions and will have authorized, executed and delivered any Terms
Agreement entered in to in respect of the Offered Securities, and the Standard Provisions and any
such Terms Agreement constitute and will constitute, as the case may be, the valid and legally
binding agreement of the Bank enforceable in accordance with their terms, except as rights to
indemnity or contribution may be limited by applicable law and subject as to enforcement to
bankruptcy, insolvency, reorganization and other laws of general applicability relating to or
affecting creditors’ rights generally and to general equity principles;
(h) the Bank is not, and after giving effect to the offer and sales of the Offered Securities
and application of the proceeds thereof as described in the Registration Statement, the Time of
Sale Information and the Prospectus, will not be, required to register as an “investment company,”
within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations
of the Commission thereunder (collectively, “Investment Company Act”);
(i) any auditors who audited the financial statements incorporated by reference into the
Registration Statement (any such auditor, an “Auditor”); were independent registered chartered
accountants for the period covered by such financial statements as required by the Act, the
Exchange Act, and the regulations thereunder, and the Bank Act (Canada);
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(j) no stop order suspending the effectiveness of the Registration Statement has been issued
under the Act, and no proceedings for that purpose or pursuant to Section 8A of the Act against the
Bank or related to any offering of the Offered Securities have been instituted or are pending or,
to the knowledge of the Bank, are contemplated by the Commission, and any request on the part of
the Commission for additional information has been complied with;
(k) the Bank’s consolidated financial statements incorporated by reference in the Registration
Statement (and any amendments or supplements thereto), the Time of Sale Information and the
Prospectus, together with related schedules and notes, present fairly, in all material respects,
the consolidated financial position, results of operations and changes in financial position of the
Bank and its subsidiaries on the basis stated therein at the respective dates or for the respective
periods to which they apply; such statements and related notes have been prepared in accordance
with Canadian generally accepted accounting principles (“Canadian GAAP”), in each case consistently
applied throughout the periods involved, except as disclosed therein; the supporting schedules, if
any, included in the Registration Statement, the Time of Sale Information and the Prospectus
present fairly in accordance with Canadian GAAP the information required to be stated therein; and
the other financial and statistical information and data set forth in the Registration Statement
(and any amendment or supplement thereto), and the Time of Sale Information and the Prospectus are,
in all material respects, accurately presented and prepared on a basis consistent with such
financial statements and the books and records of the Bank and its subsidiaries;
(l) the Offered Securities have been duly authorized, and, when the Offered Securities are
issued and delivered pursuant to the Terms Agreement, the Offered Securities will have been duly
executed, authenticated, issued and delivered and will constitute valid and legally binding
obligations of the Bank entitled to the benefits provided by the Indenture; the Indenture has been
duly authorized and duly qualified under the Trust Indenture Act, and, at the Closing Date, the
Indenture will constitute a valid and legally binding instrument of the Bank, enforceable in
accordance with its terms against the Bank, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or affecting creditors’ rights
and to general equity principles; and the Indenture conforms, and the Offered Securities will
conform, to the descriptions thereof contained in the Registration Statement, the Time of Sale
Information and the Prospectus as amended or supplemented;
(m) the execution and delivery of the Terms Agreement, the creation and issue of the Offered
Securities and the sale of the Offered Securities and the consummation of the transactions
contemplated by the Terms Agreement will not contravene any material contract, material indenture
or other material agreement to which the Bank is bound, nor will such action result in the creation
or imposition of any lien, charge or encumbrance upon any material property or assets of the Bank,
nor will such action result in any material violation of the provisions of the Bank Act (Canada) or
by-laws of the Bank or any law, administrative regulation or administrative or court order or
decree of Canada or any political subdivision thereof applicable to the Bank;
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(n) no consent, approval, authorization, order, registration or qualification of or with any
court or arbitrator or governmental or regulatory authority is required for the issue, offer and
sale of the Offered Securities by the Bank to the Underwriters in accordance with the terms of the
Terms Agreement, except as may be required by Québec Securities Laws and the consent of the
Superintendent of Financial Institutions Canada;
(o) since the date of the most recent financial statements of the Bank included or
incorporated by reference in the Registration Statement, the Time of Sale Information and the
Prospectus there has not occurred any material adverse change in the financial condition, earnings,
business or operations of the Bank and its subsidiaries, taken as a whole (exclusive of any
amendments or supplements thereto subsequent to the date of the Terms Agreement);
(p) there are no legal or governmental proceedings known to be pending or threatened to which
the Bank or any of its subsidiaries is a party or to which any of the properties of the Bank or any
of its subsidiaries is subject that are required to be described in the Registration Statement, the
Time of Sale Information or the Prospectus, and are not so described;
(q) The Bank acknowledges and agrees that the Underwriters are acting solely in the capacity
of an arm’s length contractual counterparty to the Bank with respect to the offering of Offered
Securities contemplated hereby (including in connection with determining the terms of the offering)
and not as a financial advisor or a fiduciary to, or an agent of, the Bank or any other person.
Additionally, neither the Representatives nor any other Underwriter is advising the Bank or any
other person as to any legal, tax, investment, accounting or regulatory matters in any
jurisdiction. The Bank shall consult with its own advisors concerning such matters and shall be
responsible for making their own independent investigation and appraisal of the transactions
contemplated hereby, and the Underwriters shall have no responsibility or liability to the Bank
with respect thereto. Any review by the Underwriters of the Bank, the transactions contemplated
hereby or other matters relating to such transactions will be performed solely for the benefit of
the Underwriters and shall not be on behalf of the Bank; and
(r) at the earliest time after the filing of the Registration Statement that the Bank or
another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the
Act) of the Offered Securities, and at the time of signing of the Terms Agreement, the Bank was not
an “ineligible issuer” as defined in Rule 405 under the Act.
3. Representations and Warranties of the Underwriters. Upon the execution of the Terms
Agreement and authorization by the Representatives of the release of the Offered Securities, the
several Underwriters propose to offer the Offered Securities for sale upon the terms and conditions
set forth in the Time of Sale Information and the Prospectus as amended or supplemented. Each
Underwriter represents:
(a) that it has not offered or sold, and agrees that it will not offer or sell, the Offered
Securities purchased by it hereunder, directly or indirectly, in Canada or to any resident of
Canada without the consent of the Bank. Each Underwriter further agrees that it will include a
comparable provision in any sub-underwriting, banking group or selling group agreement or
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similar arrangement with respect to the Offered Securities that may be entered into by such
Underwriter.
(b) (i) it has not made and will not make an offer of the Offered Securities to the public in
the United Kingdom within the meaning of section 102B of the Financial Services and Markets ▇▇▇
▇▇▇▇ (as amended) (“FSMA”) except to legal entities which are authorized or regulated to operate in
the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to
invest in securities or otherwise in circumstances which do not require the publication by the Bank
of a prospectus pursuant to the Prospectus Rules of the Financial Services Authority (“FSA”); (ii)
it has only communicated or caused to be communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity (within the meaning of
section 21 of FSMA) to persons who have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (Financial Promotion)
Order 2005 or in circumstances in which section 21 of FSMA does not apply to the Bank; and (iii) it
has complied with, and will comply with all applicable provisions of FSMA with respect to anything
done by it in relation to the Offered Securities in, from or otherwise involving the United
Kingdom;
(c) in relation to each member state of the European Economic Area which has implemented the
Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on
which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant
Implementation Date”) it has not made and will not make an offer of the Offered Securities to the
public in that Relevant Member State prior to the publication of a prospectus in relation to the
Offered Securities which has been approved by the competent authority in that Relevant Member State
or, where appropriate, approved in another Relevant Member State and notified to the competent
authority in that Relevant Member State, all in accordance with the Prospectus Directive, except
that it may, with effect from and including the Relevant Implementation Date, make an offer of
Offered Securities to the public in that Relevant Member State at any time:
(i) to legal entities which are authorized or regulated to operate in the financial
markets or, if not so authorized or regulated, whose corporate purpose is solely to invest
in securities;
(ii) to any legal entity which has two or more of (1) an average of at least 250
employees during the last financial year; (2) a total balance sheet of more than
€43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its
last annual or consolidated accounts; or
(iii) in any other circumstances which do not require the publication by the Bank of a
prospectus pursuant to Article 3 of the Prospectus Directive;
For the purposes of this provision, the expression an “offer of Offered Securities to the
public” in relation to any Offered Securities in any Relevant Member State means the communication
in any form and by any means of sufficient information on the terms of the offer
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and the Offered Securities to be offered so as to enable an investor to decide to purchase or
subscribe the Offered Securities, as the same may be varied in that member state by any measure
implementing the Prospectus Directive in that member state and the expression “Prospectus
Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each
Relevant Member State.
(d) the Securities have not been registered under the Securities and Exchange Law of Japan and
are not being offered or sold and may not be offered or sold, directly or indirectly, in Japan or
to, or for the account or benefit, of any resident of Japan, or to, or for the account or benefit,
of any resident for reoffering or resale, directly or indirectly, in Japan or to, or for the
account or benefit, of any resident of Japan except (1) pursuant to an exemption from the
registration requirements of, or otherwise in compliance with, the Securities and Exchange Law of
Japan and (2) in compliance with the other relevant laws and regulations of Japan; each agrees to
provide any necessary information on Offered Securities denominated or payable in Yen to the Bank
(which shall not include the names of clients) so that the Bank may make any required reports to
the Ministry of Finance through its designated agent;
(e) the Offered Securities may not be offered or sold by means of any document other than to
persons whose ordinary business is to buy or sell shares or debentures, whether as principal or
agent, or in circumstances which do not constitute an offer to the public within the meaning of the
Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating
to the Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the
contents of which are likely to be accessed or read by, the public in Hong Kong (except if
permitted to do so under the securities laws of Hong Kong) other than with respect to the Offered
Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to
“professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of
Hong Kong and any rules made thereunder;
(f) (i) neither the prospectus supplement nor any accompanying prospectus has been registered
as a prospectus with the Monetary Authority of Singapore. Accordingly, any prospectus supplement
or any accompanying prospectus and any other document or material in connection with the offer or
sale, or invitation for subscription or purchase, of the Offered Securities may not be circulated
or distributed, nor may the Offered Securities be offered or sold, or be made the subject of an
invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore
other than (1) to an institutional investor under Section 274 of the Securities and Futures Act,
Chapter 289 of Singapore (the “SFA”), (2) to a relevant person, or any person pursuant to Section
275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (3)
otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of
the SFA; and (ii) where the Offered Securities are purchased under Section 275 by a relevant person
which is: (1) a corporation (which is not an accredited investor) the sole business of which is to
hold investments and the entire share capital of which is owned by one or more individuals, each of
whom is an accredited investor; or (2) a trust (where the trustee is not an accredited investor)
whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares,
debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and
interest in that trust shall not be
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transferable for 6 months after that corporation or that trust has acquired the shares under
Section 275 except: (3) to an institutional investor under Section 274 of the SFA or to a relevant
person, or any person pursuant to Section 275 (1A), and in accordance with the conditions,
specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3)
by operation of law; and
(g) the issue of any Offered Securities denominated in Swiss francs or carrying a Swiss
franc-related element will be effected in compliance with the relevant regulations of the Swiss
National Bank, which currently require that such issues have a maturity of more than one year, to
be effected through a bank domiciled in Switzerland that is regulated under the Swiss Federal Law
on Banks and Savings Banks of 1934 (as amended) (which includes a branch or subsidiary located in
Switzerland of a foreign bank) or through a securities dealer which has been licensed as a
securities dealer under the Swiss Federal Law on Stock Exchanges and Securities Trading of 1995
(except for issues of Offered Securities denominated in Swiss francs on a syndicated basis, where
only the lead manager need be a bank domiciled in Switzerland); the relevant agent agrees to report
certain details of the relevant transaction to the Swiss National Bank no later than the time of
delivery of the Offered Securities.
4. Sale and Delivery to Underwriters; Closing Date. Offered Securities to be purchased by
each Underwriter pursuant to the Terms Agreement, in the form specified in the Terms Agreement, and
in such authorized denominations and registered in such names as the Representatives may request
upon at least two business days’ prior notice to the Bank, shall be delivered by or on behalf of
the Bank to the Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by wire transfer of federal (same-day)
funds in U.S. dollars to the account specified by the Bank to the Representatives (or in such other
manner as may be agreed upon) at least two business days in advance, all in the manner and at the
place and time and date specified in the Terms Agreement or at such other place and time and date
as the Representatives and the Bank may agree upon in writing, such time and date being herein
called the “Closing Date” for the Offered Securities.
5. Certain Agreements of the Bank. The Bank agrees with each of the Underwriters:
(a) to prepare the Prospectus and the Shelf Prospectus, each as amended and supplemented in a
form approved by the Representatives and to file such amendments or supplements to the Prospectus
and the Shelf Prospectus (i) in accordance with the requirements of Québec Securities Laws not
later than the close of business of the AMF on or before the earlier of (a) the date that the Shelf
Prospectus is first sent or delivered to a purchaser or a prospective purchaser, and (b) the date
that is two business days following the execution and delivery of the Terms Agreement or, if
applicable, such earlier time as may be required by Québec Securities Laws, and (ii) with the
Commission pursuant to General Instruction II.K. not later than the Commission’s close of business
on the next business day following such filing with the AMF or, if applicable, such earlier time as
may be required by General Instruction II.K. or Québec Securities Laws; except as required by law,
to make no further amendment or supplement to the Shelf Prospectus, the Registration Statement or
the Prospectus, each as amended or supplemented after the date of the Terms Agreement and prior to
the Closing Date,
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if such amendment or supplement is reasonably objected to by the Representatives after
reasonable notice thereof; to advise the Representatives promptly of any such amendment or
supplement after such Closing Date and furnish the Representatives with copies thereof; to prepare
a final term sheet, if requested by the Representatives, containing solely a description of the
Offered Securities, in the form of Schedule IV to the Terms Agreement or in a form otherwise
approved by you and to file such term sheet pursuant to Rules 164 and 433(d) under the Act within
the time required by such Rules; to file promptly all other material required to be filed by the
Bank with the Commission pursuant to Rules 164 and 433(d) under the Act; to file promptly with the
AMF all documents required to be filed by the Bank with the AMF that are deemed to be incorporated
by reference into the Shelf Prospectus and with the Commission all reports required to be filed by
the Bank with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so
long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a)
under the Act) is required in connection with the offering or sale of the Offered Securities, and
during such same period to advise the Representatives, promptly after it receives notice thereof,
of the time when any amendment to the Shelf Prospectus or Registration Statement has been filed or
becomes effective or any supplement to the Shelf Prospectus, the Prospectus or any amended
Prospectus or amended Shelf Prospectus has been filed with the AMF or the Commission, of the
issuance by the AMF or the Commission of any stop order or of any order preventing or suspending
the use of any Preliminary Prospectus or other prospectus relating to the Offered Securities, of
the suspension of the qualification of the Offered Securities for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any
request by the AMF or the Commission for the amending or supplementing of the Shelf Prospectus, the
Registration Statement or the Prospectus or for additional information relating to the Offered
Securities, the Shelf Prospectus, the Registration Statement or the Prospectus; and, in the event
of the issuance of any such stop order or of any such order preventing or suspending the use of any
Preliminary Prospectus or other prospectus relating to the Offered Securities or suspending any
such qualification, to use promptly its best efforts to obtain its withdrawal;
(b) the Bank will file the Registration Statement and the Prospectus, each as amended and
supplemented in a form approved by the Representatives, with the Commission within the time periods
specified by the Act, will file any Issuer Free Writing Prospectus to the extent required by Rule
433 under the Act and will file promptly all reports and other information required to be filed by
the Bank with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in
lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with
the offering or sale of the Offered Securities;
(c) the Bank will deliver, without charge, (i) to the Representatives, and to each
Underwriter, upon request, signed copies of the Registration Statement as originally filed and each
amendment thereto, in each case including all exhibits and consents filed therewith and documents
incorporated by reference therein; and (ii) to each Underwriter (A) a conformed copy of the
Registration Statement as originally filed and each amendment thereto (without exhibits) and (B)
during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus
(including all amendments and supplements thereto and documents incorporated by
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reference therein) and each Issuer Free Writing Prospectus as the Underwriter may reasonably
request. As used herein, the term “Prospectus Delivery Period” means such period of time after the
first date of the public offering of the Offered Securities as in the opinion of counsel for the
Underwriters a prospectus relating to the Offered Securities is required by law to be delivered (or
required to be delivered but for Rule 172 under the Act) in connection with sales of the Offered
Securities by any Underwriter or dealer;
(d) before preparing, using, authorizing, approving, referring to or filing any Issuer Free
Writing Prospectus, and before filing any amendment or supplement to the Registration Statement or
the Prospectus, whether before or after the time that the Registration Statement becomes effective,
the Bank will furnish to the Representatives and counsel for the Underwriters a copy of the
proposed Issuer Free Writing Prospectus, amendment or supplement for review and will not prepare,
use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such
proposed amendment or supplement to which the Representatives reasonably object;
(e) the Bank will advise the Representatives promptly, and confirm such advice in writing, (i)
when the Registration Statement has become effective; (ii) when any amendment to the Registration
Statement has been filed or becomes effective; (iii) when any supplement to the Prospectus or any
Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed; (iv) of any
request by the Commission for any amendment to the Registration Statement or any amendment or
supplement to the Prospectus or the receipt of any comments from the Commission relating to the
Registration Statement or any other request by the Commission for any additional information; (v)
of the issuance by the Commission of any order suspending the effectiveness of the Registration
Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or
the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the
Act; (vi) of the occurrence of any event within the Prospectus Delivery Period as a result of which
the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus as then amended
or supplemented would include any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements therein, in the
light of the circumstances existing when the Prospectus, the Time of Sale Information or any Issuer
Free Writing Prospectus is delivered to a purchaser, not misleading; and (vii) of the receipt by
the Bank of any notice with respect to any suspension of the qualification of the Offered
Securities for offer and sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose; and the Bank will use its best efforts to prevent the issuance of any
such order suspending the effectiveness of the Registration Statement, preventing or suspending the
use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the
Offered Securities and, if any such order is issued, will obtain as soon as possible the withdrawal
thereof;
(f) (1) if during the Prospectus Delivery Period (i) any event shall occur or condition shall
exist as a result of which the Prospectus as then amended or supplemented would include any untrue
statement of any material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the circumstances existing when
the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to
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amend or supplement the Prospectus to comply with law, the Bank will immediately notify the
Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the
Commission and furnish to the Underwriters and to such dealers as the Representative may designate,
such amendments or supplements to the Prospectus as may be necessary so that the statements in the
Prospectus as so amended or supplemented will not, in the light of the circumstances existing when
the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply
with law and (2) if at any time prior to the Closing Date (i) any event shall occur or condition
shall exist as a result of which the Time of Sale Information as then amended or supplemented would
include any untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances, not misleading or (ii) it
is necessary to amend or supplement the Time of Sale Information to comply with law, the Bank will
immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c)
above, file with the Commission (to the extent required) and furnish to the Underwriters and to
such dealers as the Representative may designate, such amendments or supplements to the Time of
Sale Information as may be necessary so that the statements in the Time of Sale Information as so
amended or supplemented will not, in the light of the circumstances, be misleading or so that the
Time of Sale Information will comply with law.
(g) from time to time to take such action as the Representatives may reasonably request to
qualify the Offered Securities for offering and sale under the securities laws of such states of
the United States of America as the Representatives may reasonably request and to comply with such
laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as
long as may be necessary to complete the distribution of the Offered Securities, provided that in
connection therewith the Bank shall not be required to file a prospectus or equivalent document or
to qualify as a foreign corporation or to subject itself to taxation as doing business or to file a
general consent to service of process in any jurisdiction;
(h) the Bank will, pursuant to reasonable procedures developed in good faith, retain copies of
each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule
433 under the Act;
(i) the Bank will make generally available to its security holders and the Representatives as
soon as practicable an earning statement that satisfies the provisions of Section 11(a) of the Act
and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months
beginning with the first fiscal quarter of the Bank occurring after the “effective date” (as
defined in Rule 158) of the Registration Statement.
6. Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees that
(a) It has not and will not use, authorize use of, refer to, or participate in the planning
for use of, any “free writing prospectus”, as defined in Rule 405 under the Act (which term
includes use of any written information furnished to the Commission by the Bank and not
incorporated by reference into the Registration Statement and any press release issued by the
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Bank) other than (i) a free writing prospectus that contains no “issuer information” (as
defined in Rule 433(h)(2) under the Act) that was not included (including through incorporation by
reference) in the Preliminary Prospectus or Prospectus or a previously filed Issuer Free Writing
Prospectus, (ii) any Issuer Free Writing Prospectus listed on Schedule I to the Terms Agreement or
prepared pursuant to Section 2(e) or Section 5(d) above, or (iii) any free writing prospectus
prepared by such underwriter and approved by the Bank in advance in writing (each such free writing
prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”).
(b) It has not and will not distribute any Underwriter Free Writing Prospectus referred to in
clause (a)(i) in a manner reasonably designed to lead to its broad unrestricted dissemination.
(c) It has not and will not, without the prior written consent of the Bank, use any free
writing prospectus that contains the final terms of the Offered Securities unless such terms have
previously been included in a free writing prospectus filed with the Commission; provided that
Underwriters may use a term sheet to reflect the final terms of the Offered Securities
substantially in the form of Schedule IV to the Terms Agreement without the consent of the Bank.
(d) It will, pursuant to reasonable procedures developed in good faith, retain copies of each
free writing prospectus used or referred to by it, in accordance with Rule 433 under the Act.
(e) It is not subject to any pending proceeding under Section 8A of the Act with respect to
the offering (and will promptly notify the Bank if any such proceeding against it is initiated
during the Prospectus Delivery Period).
7. Payment of Certain Expenses. The Bank covenants and agrees with the several Underwriters
that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses
of the Bank’s counsel and accountants in connection with the registration of the Offered Securities
under the Act and all other expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of
Sale Information and the Prospectus and amendments and supplements thereto and the mailing and
delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or
producing any agreement among underwriters, the Standard Provisions, the Terms Agreement, any
Indenture, any blue sky memorandum, closing documents (including any compilations thereof) and any
other documents in connection with the offering, purchase, sale and delivery of the Offered
Securities; (iii) all expenses in connection with the qualification of the Offered Securities for
offering and sale under state securities laws as provided in Section 5(g) hereof, including the
reasonable fees and disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky Memorandum; (iv) any fees charged by securities
rating services for rating the Offered Securities; (v) the filing fees incident to, and the fees
and disbursements of counsel for the Underwriters in connection with, securing any required review
by the National Association of Securities Dealers, Inc. of the terms of the sale of the Offered
Securities; (vi) the cost of preparing the Offered Securities; (vii) the fees and expenses of the
Trustee and any agent of the
-14-
Trustee and the fees and disbursements of counsel for the Trustee in connection with the
Indenture and the Offered Securities; and (viii) all other costs and expenses incident to the
performance of its obligations hereunder that are not otherwise specifically provided for in this
Section. It is understood, however, that, except as provided in this Section, and Sections 9 and
12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of
their counsel, transfer taxes on resale of any of the Offered Securities by them, and any
advertising expenses connected with any offers they may make.
8. Conditions to the Obligations of the Underwriters. The obligations of the several
Underwriters to purchase and pay for the Offered Securities are subject to the following
conditions:
(a) (i) The Registration Statement (or if a post-effective amendment thereto is required to be
filed under the Act, such post-effective amendment) shall have become effective; no stop order
suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding
for such purpose or pursuant to Section 8A under the Act shall be pending before or threatened by
the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed
with the Commission under the Act (in the case of an Issuer Free Writing Prospectus, to the extent
required by Rule 433 under the Act) and in accordance with Section 5(a) hereof; (ii) all
representations and warranties of the Bank in or incorporated by reference in the Terms Agreement
relating to the Offered Securities are, at and as of the Closing Date for such Offered Securities,
true and correct and the statements of the Bank and its officers made in any certificates delivered
pursuant to the Standard Provisions shall be true and correct on and as of the Closing Date; (iii)
the Bank shall have performed all of its obligations under the Terms Agreement required to be
performed; (iv) there shall not have occurred any downgrading in the rating accorded any debt
securities of the Bank by Standard & Poor’s Corporation or ▇▇▇▇▇’▇ Investors Service, Inc., or any
public announcement by either such organization of an intended or potential downgrading; (v) and
all requests by the Commission for additional information shall have been complied with to the
reasonable satisfaction of the Representatives and (vi) there shall have been no material adverse
change in the financial condition, earnings, business or operations of the Bank and its
subsidiaries, taken as a whole, from that set forth in the Registration Statement, the Time of Sale
Information (excluding any amendment or supplement thereto) and the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of the Terms Agreement), which, in the
judgment of the Underwriters, makes it impracticable to market the Offered Securities on the terms
and in the manner contemplated in the Terms Agreement, the Registration Statement, the Time of Sale
Information and the Prospectus.
(b) the Representatives shall have received at the Closing Date a favorable opinion of ▇▇▇▇▇▇
▇▇▇▇▇▇▇ LLP, Canadian counsel for the Bank, subject to such exceptions and qualifications as would
be customary, to the effect that:
(i) the Bank validly exists as a Schedule I bank under the Bank Act (Canada)
and has the corporate power to create, issue and sell the Offered Securities;
-15-
(ii) the issue, sale and delivery of the Offered Securities have been duly
authorized by the Bank and all necessary corporate action has been taken by the Bank
to validly issue the Offered Securities;
(iii) the Terms Agreement has been duly authorized, executed and, to the extent
delivery is a matter governed by the laws of the Province of Québec or Ontario and
the federal laws of Canada applicable therein, delivered by the Bank;
(iv) the Indenture has been duly authorized, executed and, to the extent
delivery is a matter governed by the laws of the Province of Québec or Ontario and
the federal laws of Canada applicable therein, delivered by the Bank and, with
respect to the provisions thereof governed by the laws of the Province of Ontario
and the federal laws of Canada applicable therein, constitutes a legal, valid and
binding obligation of the Bank enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors’ rights and to
general equity principles;
(v) the execution and delivery by the Bank of, and the performance by the Bank
of its obligations under the Terms Agreement, the Indenture and the Offered
Securities do not contravene any existing provision of applicable law or result in a
breach (whether after notice or lapse or time or both) of any of the terms,
conditions or provisions of the Bank Act (Canada) or the by-laws of the Bank;
(vi) no registration, filing or recording of the Indenture under the laws of
the Province of Québec or Ontario and the federal laws of Canada applicable therein
is necessary in order to preserve or protect the validity or enforceability of the
Indenture or the Offered Securities;
(vii) no consent, approval or authorization of, or registration, recordation or
filing with, any governmental body or agency in Canada is required on the part of
the Bank pursuant to the laws of the Province of Québec and the federal laws of
Canada applicable therein for the issuance and sale by the Bank of the Offered
Securities to the Underwriters pursuant to the Terms Agreement and the Indenture,
except such as have been obtained under the Bank Act (Canada) and the Québec
Securities Laws;
(viii) to the best of such counsel’s knowledge after due inquiry, (A) there are
no reports or information that in accordance with the requirements of Québec
Securities Laws must be made publicly available in connection with the offering of
the Offered Securities that have not been made publicly available as required, and
(B) there are no documents required to be filed with the AMF in connection with the
Prospectus or any amendment or supplement thereto, any Preliminary Prospectus or any
Time of Sale Information that have not been filed as required; and
-16-
(ix) the Shelf Prospectus and the documents incorporated by reference therein
(except for the financial statements and other financial and statistical data
included therein or omitted therefrom, as to which such counsel express no opinion),
when they were filed with the AMF under Québec Securities Laws, appear on their face
to have been appropriately responsive in all material respects to the requirements
of Québec Securities Laws as interpreted and applied by the AMF;
(x) Such counsel’s opinion as summarized in the Prospectus under the heading
“Limitations on Enforcement of U.S. Laws Against RBC, our Management and Others”
regarding enforceability of U.S. securities laws is true and correct.
(c) The Representatives shall have received at the Closing Date a favorable opinion or
opinions and letter of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Bank, to the effect
that:
(i) assuming the Terms Agreement has been duly authorized, executed and
delivered by the Bank insofar as the laws of Canada, Québec and Ontario are
concerned, the Terms Agreement has been duly executed and delivered by the Bank;
(ii) all regulatory consents, authorizations, approvals and filings required to
be obtained or made by the Bank under the federal laws of the United States and the
laws of the State of New York for the issuance, sale and delivery of the Offered
Securities by the Bank to the Underwriters have been obtained or made;
(iii) assuming the Indenture has been duly authorized, executed and delivered
by the Bank insofar as the laws of Canada, Québec and Ontario are concerned, it has
been duly executed and delivered by the Bank, and constitutes a valid and legally
binding obligation of the Bank enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors’ rights and to
general equity principles;
(iv) assuming the Offered Securities have been duly authorized, executed,
issued and delivered by the Bank insofar as the laws of Canada, Québec and Ontario
are concerned, they have been duly executed, authenticated, issued and delivered by
the Bank, and constitute the valid and legally binding obligations of the Bank
enforceable in accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity
principles;
-17-
(v) assuming the validity of such action under the laws of Canada, Québec and
Ontario, under the laws of the State of New York relating to submission of personal
jurisdiction, the Bank has validly and effectively submitted to the personal
jurisdiction of any state or Federal court in The City of New York, State of New
York and has validly appointed National Corporate Research, Ltd. as its authorized
agent for the purposes described in Section 14 of the Terms Agreement; and
(vi) the Bank is not required to register as an “investment company” under the
Investment Company Act of 1940.
Such counsel shall also furnish a letter stating that they have reviewed the Registration
Statement, the Time of Sale Information and the Prospectus as amended or supplemented and
participated in discussions with representatives of the Bank, its Canadian counsel and its
accountants and representatives of the Underwriters and their U.S. counsel; and on the basis of the
information they gained in the course of the performance of such services, considered in the light
of their understanding of the applicable law (including the requirements of Form F-9 and the
character of the prospectus contemplated thereby) and the experience they have gained through their
practice under the Act, such counsel shall confirm to the Underwriters that the Registration
Statement, as of its effective date, the Time of Sale Information, as of the Time of Sale, and the
Prospectus as amended or supplemented, as of the date of the prospectus supplement, appeared on
their face to be appropriately responsive in all material respects to the requirements of the Act,
the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder; and
nothing that came to the attention of such counsel in the course of their review has caused them to
believe that the Registration Statement, at the time of its effective date, contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, that the Time of Sale Information, at the
Time of Sale (which such counsel may assume to be the date of the Underwriting Agreement) contained
any untrue statement of a material fact or omitted to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading or
that the Prospectus or any amendment or supplement thereto as of its date and the Closing Date
contains any untrue statement of a material fact or omits to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they were made, not
misleading (other than, in each case, the financial statements and other financial information
contained therein, as to which such counsel need express no belief).
Such opinion and letter may state (1) that the limitations inherent in the independent
verification of factual matters and the character of determinations involved in the registration
process are such that such counsel do not assume any responsibility for the accuracy, completeness
or fairness of the statements contained in the Registration Statement, the Time of Sale
Information, the Prospectus or the prospectus supplement except for those made under the captions
“Description of Securities We May Offer” and “Plan of Distribution” in the Prospectus and
“Description of the Notes” and “Underwriting” in any prospectus supplement or Time of Sale
Information insofar as they relate to provisions of the Offered Securities, the Indenture or the
Terms Agreement therein described, (2) that they do not express any opinion or belief as to
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the financial statements or other financial data contained in the Registration Statement, the
Time of Sale Information or the Prospectus or the prospectus supplement, or as to the statement of
eligibility and qualification of the Trustee under the Indenture under which the Offered Securities
are being issued, or as to any statement of the Bank or its Canadian counsel with respect to the
laws of Canada, Québec or Ontario, in each case, in the Registration Statement, the Time of Sale
Information or the Prospectus or in documents incorporated by reference therein, (3) that they
assume that (A) the principal jurisdiction in Canada designated by the Bank in connection with the
offering of the Offered Securities is the Province of Québec, (B) the Shelf Prospectus, as
supplemented, would be the entire disclosure document used to offer the Offered Securities if the
offering of Offered Securities was being made in the Province of Québec, (C) the exhibits to the
Registration Statement and the documents incorporated in the Shelf Prospectus by reference are the
only reports or information that in accordance with the requirements of Québec Securities Law must
be made publicly available in connection with the offering of the Offered Securities and (D) the
Shelf Prospectus was prepared in accordance with the disclosure requirements of the Province of
Québec as interpreted and applied in accordance with Québec Securities Laws (4) that they are not
expressing any opinion as the responsiveness of the documents referred to above to the requirements
of the laws of Canada, Québec and Ontario, (5) that they are passing only upon matters of United
States federal and New York law and that they are relying on the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
Canadian counsel for the Bank, with respect to matters of Canadian law (including compliance with
all legal requirements as interpreted and applied by the AMF), and (6) that their opinion or
opinions are subject to any qualifications in the opinion of such Canadian counsel for the Bank.
(d) The Representatives shall have received at the Closing Date an opinion of ▇▇▇▇▇ ▇▇▇▇ &
▇▇▇▇▇▇▇▇, counsel for the Underwriters, dated the Closing Date, in form and substance satisfactory
to the Underwriters with respect to the Registration Statement, the Prospectus, the Offered
Securities and such other matters that the Representatives may reasonably request.
(e) The Representatives shall have received at the Closing Date a letter dated the date
thereof, in form and substance reasonably satisfactory to the Representatives, from each Auditor,
constituting statements and information of the type ordinarily included in accountants’ “comfort
letters” to underwriters with respect to the financial statements and certain financial information
contained in or incorporated by reference in the Registration Statement, the Time of Sale
Information and the Prospectus.
(f) The Underwriters shall have received on the Closing Date a certificate, dated the Closing
Date and signed by an executive officer of the Bank, to the effect set forth in Section 8(a)(iv)
above and to the effect that the representations and warranties of the Bank contained in the Terms
Agreement are true and correct as of the Closing Date and that the Bank has complied with all of
the agreements and satisfied all of the conditions on its part to be performed or satisfied
hereunder on or before the Closing Date.
9. Indemnification and Contribution. (a) The Bank agrees to indemnify and hold harmless each
Underwriter, its affiliates, directors and officers and each person, if any, who controls any
Underwriter within the meaning of either Section 15 of the Act or Section 20 of the
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Exchange Act, from and against any and all losses, claims, damages and liabilities caused by
any untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement, any Preliminary Prospectus or the Prospectus as amended or supplemented, any Issuer Free
Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission
to state therein a material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon information furnished in
writing to the Bank by any Underwriter expressly for use therein.
(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the
Bank, its directors, its officers, its authorized representative or representatives in the United
States, and each person, if any, who controls the Bank within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnity from the Bank to each Underwriter, but
only with reference to information relating to such Underwriter furnished in writing by such
Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or
supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information.
(c) In case any proceeding (including any governmental investigation) shall be instituted
involving any person in respect of which indemnity may be sought pursuant to either of the two
preceding paragraphs, such person (the “indemnified party”) shall promptly notify the person
against whom such indemnity may be sought (the “indemnifying party”) in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees and disbursements of
such counsel related to such proceeding; provided, however, that the failure to notify promptly the
indemnifying party will not relieve it from liability unless and to the extent that such failure
results in the forfeiture by the indemnifying party of substantial rights or defenses. In any such
proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both parties by the
same counsel would be inappropriate due to actual or potential differing interests between them.
It is understood that the indemnifying party shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of
more than one separate firm (in addition to any local counsel) for all such indemnified parties and
that such fees and expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by the Representatives in the case of parties indemnified pursuant to Section
9(a) and by the Bank in the case of parties indemnified pursuant to Section 9(b). The indemnifying
party shall not be liable for any settlement of any proceeding effected without its written consent
but if settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against any loss or liability
by reason of such settlement or judgment. No
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indemnifying party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened proceeding in respect of which any indemnified party is
an actual or potential party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such proceeding.
(d) If the indemnification provided for in Sections 9(a) and 9(b) hereof is unavailable as a
matter of law to an indemnified party in respect of any losses, claims, damages or liabilities
referred to therein, then each indemnifying party under either such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the Bank on the one hand,
and the Underwriters on the other, from the offering of the Offered Securities or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Bank on the one hand, and of the Underwriters on the other, in connection
with the statements or omissions which resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative benefits received by the Bank on
the one hand, and the Underwriters on the other, shall be deemed to be in the same proportion as
the total net proceeds from the offering (before deducting expenses) received by the Bank bear to
the total underwriting commissions received by the Underwriters, in each case as set forth in the
table on the cover page of the Prospectus. The relative fault of the Bank and of the Underwriters
shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Bank or by the Underwriters and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission.
(e) The Bank and the Underwriters agree that it would not be just and equitable if
contribution pursuant to this Section 9 were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any other method of allocation that
does not take account of the equitable considerations referred to in Section 9(d). The amount paid
or payable by an indemnified party as a result of the losses, claims, damages and liabilities
referred to in the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 9, no Underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the Offered Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any damages that such
Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement
or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant
to this Section 9 are several in proportion to their respective underwriting commitments. The
remedies provided for in this Section 9 are not
-21-
exclusive and shall not limit any rights or remedies which may otherwise be available to any
indemnified party at law or in equity.
10. Default of Underwriters. (a) If any Underwriter shall default in its obligation to
purchase the Offered Securities that it has agreed to purchase under the Terms Agreement, the
Representatives may in their discretion arrange for themselves or another party or other parties to
purchase such Offered Securities on the terms contained herein. If within thirty-six hours after
such default by any Underwriter the Representatives do not arrange for the purchase of such Offered
Securities, then the Bank shall be entitled to a further period of thirty-six hours within which to
procure another party or other parties satisfactory to the Representatives to purchase such Offered
Securities on such terms. In the event that, within the respective prescribed period, the
Representatives notify the Bank that they have so arranged for the purchase of such Offered
Securities, or the Bank notifies the Representatives that it has so arranged for the purchase of
such Offered Securities, the Representatives or the Bank shall have the right to postpone the
Closing Date for such Offered Securities for a period of not more than seven calendar days, in
order to effect whatever changes may thereby be made necessary in the Registration Statement or the
Prospectus as amended or supplemented, or in any other documents or arrangements, and the Bank
agrees to file promptly any amendments or supplements to the Registration Statement or the
Prospectus that in the opinion of the Representatives may thereby be made necessary. The term
“Underwriter” as used in the Standard Provisions shall include any person substituted under this
Section with like effect as if such person had originally been a party to the Terms Agreement.
(b) If, after giving effect to any arrangements for the purchase of the Offered Securities of
a defaulting Underwriter or Underwriters by the Representatives and the Bank as provided in
subsection (a) above, the aggregate principal amount of such Offered Securities that remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of the Offered
Securities, then the Bank shall have the right to require each non-defaulting Underwriter to
purchase the principal amount of Offered Securities that such Underwriter agreed to purchase under
the Terms Agreement and, in addition, to require each non-defaulting Underwriter to purchase its
pro rata share (based on the principal amount of Offered Securities that such Underwriter agreed to
purchase under the Terms Agreement) of the Offered Securities of such defaulting Underwriter or
Underwriters for which such arrangements have not been made; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the purchase of the Offered Securities of
a defaulting Underwriter or Underwriters by the Representatives and the Bank as provided in
subsection (a) above, the aggregate principal amount of Offered Securities that remains unpurchased
exceeds one-eleventh of the aggregate principal amount of the Offered Securities, as referred to in
subsection (b) above, or if the Bank shall not exercise the right described in subsection (b) above
to require non-defaulting Underwriters to purchase Offered Securities of a defaulting Underwriter
or Underwriters, then the Terms Agreement shall thereupon terminate, without liability on the part
of any non-defaulting Underwriter or the Bank, except for the expenses to be borne by the Bank and
the Underwriters as provided in Section 7
-22-
hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.
11. Survival of Certain Representations and Obligations. The respective indemnities,
agreements, representations, warranties and other statements of the Bank and the several
Underwriters, as set forth in the Terms Agreement or made by or on behalf of them, respectively,
pursuant to the Terms Agreement, shall remain in full force and effect, regardless of any (i)
termination of the Terms Agreement or (ii) investigation (or any statement as to the results
thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or
the Bank, or any officer or director or controlling person of the Bank, and shall survive delivery
of and payment for the Offered Securities.
12. Termination. (a) If the Terms Agreement is terminated pursuant to Section 10 hereof, the
Bank shall not then be under any liability to any Underwriter with respect to the Offered
Securities except as provided in Sections 7 and 9 hereof; but, if for any other reason the Offered
Securities are not delivered by or on behalf of the Bank as provided herein, the Bank will
reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in
writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by
the Underwriters in making preparations for the purchase, sale and delivery of the Offered
Securities, but the Bank shall then be under no further liability to any Underwriter with respect
to the Offered Securities except as provided in Sections 7 and 9 hereof.
(b) The Terms Agreement shall be subject to termination by the Underwriters by giving prompt
notice to the Bank, if prior to the Closing Date, there shall have occurred: (i) a suspension or
material limitation in trading in securities generally on the New York Stock Exchange or the
Toronto Stock Exchange; (ii) a material disruption in securities settlement, payment or clearance
services in the United States shall have occurred; (iii) a general moratorium on commercial banking
activities in The City of New York or the City of Toronto, declared by either United States
federal, New York State, Canadian federal or Ontario provincial authorities, as the case may be;
(iv) an outbreak or escalation of hostilities or other calamity or crisis having an adverse effect
on the financial markets of the United States of America, which, in the judgment of the
Underwriters, makes it impracticable to market the Offered Securities on the terms and in the
manner contemplated by the Terms Agreement, the Time of Sale Information and the Prospectus or (v)
the representation in Section 2(e) is incorrect in any respect.
(c) If the Terms Agreement is terminated pursuant to Section 12(b) hereof, such termination
shall be without liability of any party to any other party except as provided in Sections 7, 9 and
11 hereof.
13. Authority; Notices. In all dealings hereunder, the Representatives of the Underwriters of
the Offered Securities shall act on behalf of each of such Underwriters, and the parties hereto
shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any
Underwriter made or given by such Representatives jointly or by such of the Representatives, if
any, as may be designated for such purpose in the Terms Agreement.
-23-
All statements, requests, notices and agreements hereunder shall be in writing, and if to the
Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the address of
the Representatives as set forth in the Terms Agreement; and if to the Bank shall be delivered to
the address of the Bank set forth in the Registration Statement: Attention: Executive
Vice-President, RBC Corporate Treasury; provided, however, that any notice to an Underwriter
pursuant to Section 9(c) hereof shall be delivered or sent by mail or facsimile transmission to
such Underwriter at its address set forth in its Underwriters’ questionnaire, which address will be
supplied to the Bank by the Representatives upon request. Any such statements, requests, notices
or agreements shall take effect upon receipt thereof.
14. Successors. The Standard Provisions and the Terms Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Bank and, to the extent provided in Sections
9 and 11 hereof, the officers and directors of the Bank and each person who controls the Bank or
any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and
no other person shall acquire or have any right under or by virtue of the Standard Provisions or
the Terms Agreement. No purchaser of any of the Offered Securities from any Underwriter shall be
deemed a successor or assign by reason merely of such purchase.
15. Jurisdiction. The Bank irrevocably (i) agrees that any legal suit, action or proceeding
against the Bank brought by any Underwriter or by any person who controls any Underwriter arising
out of or based upon the Terms Agreement or the transactions contemplated hereby may be instituted
in any state or federal court in The City of New York (a “New York Court”), (ii) waives, to the
fullest extent it may effectively do so, any objection that it may now or hereafter have to the
laying of venue of any such proceeding and (iii) submits to the jurisdiction of such courts in any
such suit, action or proceeding. The Bank irrevocably waives any immunity to jurisdiction to which
it may otherwise be entitled or become entitled (including sovereign immunity, immunity to
pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or
proceeding against it arising out of or based on the Terms Agreement or the transactions
contemplated hereby that is instituted in any New York Court. The Bank has appointed National
Corporate Research, Ltd., ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, as its
authorized agent (the “Authorized Agent”) upon whom process may be served in any such action
arising out of or based on the Terms Agreement or the transactions contemplated hereby that may be
instituted in any New York Court by any Underwriter or by any person who controls any Underwriter,
expressly consents to the jurisdiction of any such court in respect of any such action, and waives
any other requirements of or objections to personal jurisdiction with respect thereto. The Bank
represents and warrants that the Authorized Agent has agreed to act as such agent for service of
process and agrees to take any and all action, including the filing of any and all documents and
instruments, that may be necessary to continue such appointment in full force and effect as
aforesaid. Service of process upon the Authorized Agent and written notice of such service to the
Bank shall be deemed, in every respect, effective service of process upon the Bank.
16. Business Day. Time shall be of the essence of the Terms Agreement. As used herein,
“business day” shall mean any day when the Commission’s office in Washington, D.C. is
-24-
open for business; provided that, with respect to filings to be made with the AMF, “business
day” shall mean any day when the AMF’s office in the City of Montreal is open for business.
17. Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary
to convert a sum due hereunder into any currency other than United States dollars, the parties
hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the relevant Underwriters
could purchase United States dollars with such other currency in The City of New York on the
business day preceding that on which final judgment is given. The obligation of the Bank with
respect to any sum due from it to any Underwriter or any person controlling any Underwriter shall,
notwithstanding any judgment in a currency other than United States dollars, not be discharged
until the first business day following receipt by such Underwriter or controlling person of any sum
in such other currency, and only to the extent that such Underwriter or controlling person may in
accordance with normal banking procedures purchase United States dollars with such other currency.
If the United States dollars so purchased are less than the sum originally due to such Underwriter
or controlling person hereunder, the Bank agrees as a separate obligation and notwithstanding any
such judgment, to indemnify such Underwriter or controlling person against such loss. If the
United States dollars so purchased are greater than the sum originally due to such Underwriter or
controlling person hereunder, such Underwriter or controlling person agrees to pay to the Bank an
amount equal to the excess of the dollars so purchased over the sum originally due to such
Underwriter or controlling person hereunder.
18. Governing Law. The Standard Provisions and the Terms Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
19. Counterparts. The Terms Agreement may be executed by any one or more of the parties
hereto and thereto in any number of counterparts, each of which shall be deemed to be an original,
but all such respective counterparts shall together constitute one and the same instrument.
-25-
ANNEX I
Form of Terms Agreement
[Representatives,]
As Representatives of the several
Underwriters named in Schedule I hereto,
c/o
As Representatives of the several
Underwriters named in Schedule I hereto,
c/o
[ ] •, 2005
Ladies and Gentlemen:
Royal Bank of Canada, a Canadian chartered bank (the “Bank”), proposes, subject to the terms
and conditions stated herein and in the Standard Provisions, dated July 12, 2005 (the “Standard
Provisions”), to issue and sell to the Underwriters named in Schedule II hereto (the
“Underwriters”) the securities specified in Schedule III hereto (the “Offered Securities”). Each
of the schedules hereto and the provisions of the Standard Provisions is incorporated herein by
reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as
if fully set forth herein; and each of the representations and warranties set forth in the Standard
Provisions shall be deemed to have been made at and as of the date of this Terms Agreement, except
that each representation and warranty that refers to the Prospectus or the Shelf Prospectus (as
therein defined) in Section 2 of the Standard Provisions shall be deemed to be a representation or
warranty as of the date of the Standard Provisions in relation to the Prospectus or the Shelf
Prospectus, and also a representation and warranty as of the date of this Terms Agreement in
relation to the Prospectus or the Shelf Prospectus, as the case may be, each as amended or
supplemented to the date hereof and each as amended or supplemented relating to the Offered
Securities that are the subject of this Terms Agreement. Each reference to the Representatives
herein and in the provisions of the Standard Provisions so incorporated by reference shall be
deemed to refer to you. Unless otherwise defined herein, terms defined in the Standard Provisions
are used herein as therein defined. The Representatives designated to act on behalf of the
Representatives and on behalf of each of the Underwriters of the Offered Securities pursuant to
Section 12 of the Standard Provisions and the address of the Representatives referred to in such
Section 12 are set forth at the end of Schedule III hereto.
An amendment and/or supplement to each of the Prospectus and the Shelf Prospectus, each in the
form heretofore delivered to you is now proposed to be filed with the Commission pursuant to
General Instruction II.K., in the case of the Prospectus, and with the AMF pursuant to Québec
Securities Laws, in the case of the Shelf Prospectus.
ANNEX I-1
Subject to the terms and conditions set forth herein and in the Standard Provisions
incorporated herein by reference, the Bank agrees to issue and sell to each of the Underwriters,
and each of the Underwriters agrees, severally and not jointly, to purchase from the Bank, at the
time and place and at the purchase price to the Underwriters set forth in Schedule III hereto, the
principal amount of Offered Securities set forth opposite the name of such Underwriter in Schedule
II hereto.
If the foregoing is in accordance with your understanding, please sign and return to us [one
for the Bank and each of the Representatives plus one for each counsel] counterparts hereof, and
upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such
acceptance hereof, including the provisions of the Standard Provisions incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters and the Bank. It
is understood that your acceptance of this letter on behalf of each of the Underwriters is or will
be pursuant to the authority set forth in a form of Agreement Among Underwriters, the form of which
shall be submitted to the Bank for examination upon request.
| Very truly yours, | ||||||
| ROYAL BANK OF CANADA | ||||||
| By: | ||||||
| Title: | ||||||
| By: | ||||||
| Title: | ||||||
Accepted as of the date hereof:
[Names(s) of Representatives]
By: |
||||
ANNEX I-2
SCHEDULE I TO ANNEX I
a. Time of Sale Information
[list each Free Writing Prospectus to be included in the Time of Sale Information]
1
[b. Pricing Information Provided Orally by Underwriters]
[set out key information included in script that will be used by underwriters to confirm
sales]
| 1 | Would generally include the filed IFWPs and any IFWP with preliminary terms of the Securities. |
SCHEDULE I-1-1
SCHEDULE II TO ANNEX I
| Principal Amount of Offered | ||||
| Underwriter | Securities to be Purchased | |||
[ ] |
$ | |||
Total |
$ | |||
SCHEDULE II-1-1
SCHEDULE III TO ANNEX I
Title of Offered Securities:
[ %] [Floating Rate] [Zero Coupon] [Notes]
[Debentures] due ,
[Debentures] due ,
Aggregate principal amount:
[$]
Price to Public:
% of the principal amount of the Offered Securities, plus accrued interest[, if any,]
from to
[and accrued amortization[, if any,] from
to
]
Purchase Price by Underwriters:
% of the principal amount of the Offered Securities, plus accrued interest from
to [and accrued amortization[, if any,] from to
]
[Commission:
% of the principal amount of the Offered Securities]
Form of Offered Securities:
[Definitive form, to be made available for checking and packaging at least twenty-four hours
prior to the Closing Date at the office of [The Depository Trust Company or its designated
custodian] [the Representatives]].
[Book-entry only form represented by one or more global securities deposited with The
Depository Trust Company (“DTC”) or its designated custodian, to be made available for
checking by the Representatives at least twenty-four hours prior to the Closing Date at the
office of DTC.]
Specified funds for payment of purchase price:
Federal (same-day) funds
Closing Date:
a.m. (New York City time), , 20___
SCHEDULE III-1
Indenture:
Indenture dated as of [___, 2003], made between the Bank and JPMorgan Chase Bank, as Trustee.
Maturity Date:
Interest Rate:
[ %] [Zero Coupon] [See Floating Rate Provisions]
Interest Payment Dates:
[months and dates, commencing , 20 ]
Redemption Provisions:
[No provisions for redemption]
[The Offered Securities may be redeemed, in whole or in part at the option of the Bank, in
the amount of [$ or an integral multiple thereof,
[on or after , at the following redemption prices (expressed in percentages of
principal amount). If [redeemed on or before , %, and if] redeemed during the
12-month period beginning ,
| Year | Redemption Price | |
and thereafter at 100% of their principal amount, together in each case with accrued
interest to the redemption date.]
[on any interest payment date falling on or after , , at the election of
the Bank, at a redemption price equal to the principal amount thereof, plus accrued interest
to the date of redemption.]]
[Other possible redemption provisions, such as mandatory redemption upon occurrence of
certain events or redemption for changes in tax law]
[Restriction on refunding]
Sinking Fund Provisions:
[No sinking fund provisions]
SCHEDULE III-2
[The Offered Securities are entitled to the benefit of a sinking fund to retire [$
] principal amount of Offered Securities on in each of the years
through at 100% of their principal amount plus accrued interest[, together with
[cumulative] [noncumulative] redemptions at the option of the Bank to retire an additional
[$ ] principal amount of Offered Securities in the years through
at 100% of their principal amount plus accrued interest.]
[If Offered Securities are extendable debt securities, insert—
Extendable provisions:
Offered Securities are repayable on , [insert date and years], at the
option of the holder, at their principal amount with accrued interest. The initial annual
interest rate will be %, and thereafter the annual interest rate will be adjusted on
, and to a rate not less than % of the effective annual
interest rate on U.S. Treasury obligations with -year maturities as of the [insert date
15 days prior to maturity date] prior to such [insert maturity date].]
[If Offered Securities are floating rate debt securities, insert—
Floating rate provisions:
Initial annual interest rate will be % through [and thereafter will be
adjusted [monthly] [on each , , and
] [to an annual rate of % above the average rate for -year [month]
[securities] [certificates of deposit] issued by and
[insert names of banks].] [and the annual interest rate
[thereafter] [from through ] will be the interest yield equivalent of
the weekly average per annum market discount rate for -month Treasury bills plus
% of Interest Differential (the excess, if any, of (i) the then-current weekly average per
annum secondary market yield for -month certificates of deposit over (ii) the then
current interest yield equivalent of the weekly average per annum market discount rate for
-month Treasury bills); [from and thereafter the rate will be the
then-current interest yield equivalent plus % of Interest Differential].]
[If Offered Securities are exchangeable securities, insert—
Exchangeable Note:
Whether the Offered Securities are an Optionally Exchangeable or Mandatorily Exchangeable or
are otherwise a form of exchangeable security].]
SCHEDULE III-3
Defeasance provisions:
Closing location for delivery of Offered Securities:
Additional Closing Conditions:
Names and addresses of Representatives:
Designated Representatives:
Address for Notices, etc.:
Other Terms:
SCHEDULE III-4
SCHEDULE IV TO ANNEX I
[Form of Issuer Free Writing Prospectus Pricing Term Sheet]
[Joint Bookrunners/Co-managers]
Royal Bank of Canada
[securities offered]
Issuer:
|
Royal Bank of Canada | |
Symbol: |
||
Securities offered:
|
(excluding option to purchase [ ] additional [ ]) | |
Coupon: |
||
Maturity Date: |
||
Price to public: |
||
Yield to Maturity: |
||
Spread to Benchmark Treasury: |
||
Benchmark Treasury: |
||
Benchmark Treasury Price and Yield: |
||
Net proceeds:
|
$ [ ] (excluding option to purchase up to [ ] additional [ ) | |
Closing date:
|
[ ], 200[6] | |
Ratings: |
||
Underwriters: |
||
Use of Proceeds: |
||
Capitalization: |
||
CUSIP: |
The issuer has filed a registration statement (including a prospectus) with the SEC for
the offering to which this communication relates. Before you invest, you should read the
prospectus in that registration statement and other documents the issuer has filed with the SEC for
more complete information about the issuer and this offering. You may get these documents for free
by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, the issuer, any underwriter
or any dealer participating in the offering will arrange to send to you the prospectus if you
request it by calling toll-free •.
Any disclaimer or other notice that may appear below is not applicable to this communication
and should be disregarded. Such disclaimer or notice was automatically generated as a result of
this communication being sent by Bloomberg or another email system.
SCHEDULE IV-1