Bond Canadian Imperial Bank 1.44% ( US78010UWF01 ) in USD

Canadian Imperial Bank

67.5 % ▼

Canada

US78010UWF01 ( in USD )

1.44% per year ( payment 2 times a year)

31/07/2034

Prospectus brochure of the bond Royal Bank of Canada US78010UWF01 en USD 1.44%, maturity 31/07/2034

1 000 USD

11 420 000 USD

78010UWF0

AA- ( High grade - Investment-grade )

31/01/2026 ( In 95 days )

The Royal Bank of Canada (RBC) is a Canadian multinational financial services company offering personal and commercial banking, wealth management, insurance, and investment banking services globally.

The Bond issued by Canadian Imperial Bank ( Canada ) , in USD, with the ISIN code US78010UWF01, pays a coupon of 1.44% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/07/2034

The Bond issued by Canadian Imperial Bank ( Canada ) , in USD, with the ISIN code US78010UWF01, was rated NR by Moody's credit rating agency.

The Bond issued by Canadian Imperial Bank ( Canada ) , in USD, with the ISIN code US78010UWF01, was rated AA- ( High grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

o729143424b2.htm
424B2 1 o729143424b2.htm 20NC1YR CALLABLE STEEPENER

RBC Ca pit a l M a rk e t s®
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -1 8 9 8 8 8

Pricing Supplement

$11,420,000

Dated July 28, 2014
Redeemable Leveraged Steepener Notes,

Due July 31, 2034
to the Product Prospectus Supplement FIN-1 Dated July
Royal Bank of Canada
25, 2013, Prospectus Dated July 23, 2013, and Prospectus
Supplement Dated July 23, 2013

Royal Bank of Canada is offering the Redeemable Leveraged Steepener Notes (the "Notes") described below.

The CUSIP number for the Notes is 78010UWF0.

The Notes will pay interest semi-annually, on January 31st and July 31st of each year, commencing on January 31, 2015. The interest rate on
the Notes will depend on the "Reference Rate." The "Reference Rate" will be equal to the difference between the 30 year CMS rate and the 2
year CMS rate, minus 0.25%. Interest will accrue at the following rates during the indicated years of the term of the Notes:

·
Year 1:
9.00% per annum

·
Years 2-20:
The Reference Rate multiplied by 4; provided that the interest rate can never be less than 0.00% or greater than
9.00% per annum.

We may call the Notes in whole, but not in part, on July 31, 2015, July 31, 2019, July 31, 2024 and July 31, 2029 upon at least 10 New York
or London business days' prior written notice.

The Notes will not be listed on any U.S. securities exchange.

Investing in the Notes involves a number of risks. See "Risk Factors" beginning on page P-8 of this pricing supplement and "Risk Factors"
beginning on page S-1 of the prospectus supplement dated July 23, 2013, and "Additional Risk Factors Specific to the Notes" beginning on
page PS-5 of the product prospectus supplement FIN-1 dated July 25, 2013.

The Notes will not constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation
(the "FDIC") or any other Canadian or U.S. government agency or instrumentality.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined that this pricing supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The initial estimated value of the Notes as of the date of this pricing supplement is $905.30 per $1,000 in principal amount, which is less than
the price to public. The actual value of the Notes at any time will reflect many factors, cannot be predicted with accuracy, and may be less
than this amount. We describe our determination of the initial estimated value in more detail below.

RBC Capital Markets, LLC has offered the Notes at varying public offering prices, and will purchase the Notes from us on the issue date at
purchase prices that will be between 97.25% and 97.65% of the principal amount. See "Supplemental Plan of Distribution (Conflicts of
Interest)" on page P-10 below.

To the extent that the total aggregate principal amount of the Notes being offered by this pricing supplement is not purchased by investors in
the offering, one or more of our affiliates may purchase the unsold portion. However, our affiliates will not purchase more than 15% of the
principal amount of the Notes.

We will deliver the Notes in book-entry only form through the facilities of The Depository Trust Company on July 31, 2014, against payment in
immediately available funds.
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RBC Capital Markets, LLC

Redeemable Leveraged
Steepener Notes,
Due May 30, 2034

SU M M ARY

The information in this "Summary" section is qualified by the more detailed information set forth in this pricing supplement, the product
prospectus supplement FIN-1, the prospectus supplement, and the prospectus.

Issuer:
Royal Bank of Canada ("Royal Bank")

Issue:
Senior Global Medium-Term Notes, Series F

Underwriter:
RBC Capital Markets, LLC

Currency:
U.S. Dollars

Minimum Investment:
$1,000 and minimum denominations of $1,000 in excess of $1,000

Pricing Date:
July 28, 2014

Issue Date:
July 31, 2014

Maturity Date:
July 31, 2034

CUSIP:
78010UWF0

Interest Rate:
Year 1:
9.00% per annum

Years 2-20:
The value of the Reference Rate multiplied by 4; provided that the interest rate can never be
less than 0.00% or greater than 9.00% per annum.
Reference Rate:
High-Side Reference Rate minus Low-Side Reference Rate, minus 0.25%

High-Side Reference
30 Year CMS Rate, as reported on Reuters Page ISDAFIX1 or any successor page thereto at 11:00 am New York
Rate:
time

Low-Side Reference
2 Year CMS Rate, as reported on Reuters Page ISDAFIX1 or any successor page thereto at 11:00 am New York
Rate:
time
Type of Note:
Your Notes are called a "Leveraged Steepener Note" because, from the beginning of year 2 until the Maturity Date
or the date of redemption, as the case may be, the Notes bear a variable rate of interest at a "leveraged," or
multiplied, rate, subject to a maximum interest rate, if the High-Side Reference Rate exceeds the Low-Side
Reference Rate by at least 0.25%. If the High-Side Reference Rate does not exceed the Low-Side Reference
Rate by at least 0.25%, interest will accrue at the rate of 0.00% for that interest period. FOR EV ERY
I N T EREST PERI OD T H AT T H E H I GH -SI DE REFEREN CE RAT E DOES N OT EX CEED T H E LOW-
SI DE REFEREN CE RAT E BY AT LEAST 0 .2 5 % , Y OU WI LL N OT RECEI V E A COU PON PAY M EN T .

Interest Determination
Five U.S. government securities settlement days prior to the beginning of each interest period, beginning in the
Dates:
second year of the term of the Notes. A "U.S. government securities settlement day" is any day except a Saturday,
a Sunday, or a day on which The Securities Industry and Financial Markets Association (or any successor thereto)
recommends that the fixed income departments of its members be closed for the entire day for purposes of
trading in U.S. government securities.

RBC Capital Markets, LLC
P-2
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Redeemable Leveraged
Steepener Notes,
Due May 30, 2034

Interest Payment
Semi-annually, in arrears, on January 31st and July 31st of each year, commencing on January 31, 2015 and
Dates:
ending on the Maturity Date. If any Interest Payment Date is not a New York or London business day, interest will
be paid on the next New York or London business day, without adjustment for period end dates and no additional
interest will be paid in respect of the postponement.

Redemption:
Redeemable at our option, in whole, but not in part.

Call Date(s):
The Notes are callable, in whole, but not in part, on July 31, 2015, July 31, 2019, July 31, 2024 and July 31,
2029 upon at least 10 New York or London business days' prior written notice.

Survivor's Option:
Not Applicable

Minimum Investment:
$1,000 (except for certain non-U.S. investors for whom the minimum investment will be higher)

U.S. Tax Treatment:
The Notes will be treated as debt instruments for U.S. federal income tax purposes. We intend to take the

position that the Notes will be treated as contingent payment debt instruments. Please see the discussion in this
terms supplement under "Supplemental Discussion of U.S. Federal Income Tax Consequences" and the
discussion (including the opinion of our counsel Morrison & Foerster LLP) in the product prospectus supplement
dated July 25, 2013 under "Supplemental Discussion of U.S. Federal Income Tax Consequences" and specifically
the discussion under "Supplemental Discussion of U.S. Federal Income Tax Consequences--Supplemental U.S.
Tax Considerations--Where the term of your notes will exceed one year--Leveraged Steepener Notes," and
under "Supplemental Discussion of U.S. Federal Income Tax Consequences--Supplemental U.S. Tax
Considerations--Where the term of your notes will exceed one year--Rules Applicable to Notes Treated as
Contingent Payment Debt Instruments for Tax Purposes," which apply to your Notes.

Calculation Agent:
RBC Capital Markets, LLC

Listing:
The Notes will not be listed on any securities exchange.

Clearance and
DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as described under
Settlement:
"Description of Debt Securities--Ownership and Book-Entry Issuance" in the prospectus dated July 23, 2013).

Terms Incorporated in
All of the terms appearing above the item captioned "Listing" on pages P-2 and P-3 of this pricing supplement
the Master Note:
and the applicable terms appearing under the caption "General Terms of the Notes" in the product prospectus
supplement FIN-1 dated July 25, 2013, as modified by this pricing supplement.

RBC Capital Markets, LLC
P-3

Redeemable Leveraged
Steepener Notes,
Due May 30, 2034

ADDI T I ON AL T ERM S OF Y OU R N OT ES

You should read this pricing supplement together with the prospectus dated July 23, 2013, as supplemented by the prospectus
supplement dated July 23, 2013 and the product prospectus supplement FIN-1 dated July 25, 2013, relating to our Senior Global Medium-
Term Notes, Series F, of which these Notes are a part. Capitalized terms used but not defined in this pricing supplement will have the
meanings given to them in the product prospectus supplement FIN-1. In the event of any conflict, this pricing supplement will control. The
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Notes vary from the terms described in the product prospectus supplement FIN-1 in several important ways. You should read this
pricing supplement carefully.

This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all prior or
contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade
ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among
other things, the matters set forth in "Risk Factors" in the prospectus supplement dated July 23, 2013, "Additional Risk Factors Specific to the
Notes" in the product prospectus supplement FIN-1 dated July 25, 2013 and "Additional Risk Factors" in this pricing supplement, as the Notes
involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other
advisors before you invest in the Notes. You may access these documents on the SEC website at www.sec.gov as follows (or if that address
has changed, by reviewing our filings for the relevant date on the SEC website):

Prospectus dated July 23, 2013:
http://www.sec.gov/Archives/edgar/data/1000275/000121465913004043/f722130424b3.htm
Prospectus Supplement dated July 23, 2013:
http://www.sec.gov/Archives/edgar/data/1000275/000121465913004045/j716130424b3.htm
Product Prospectus Supplement FIN-1 dated July 25, 2013:
http://www.sec.gov/Archives/edgar/data/1000275/000121465913004075/c724131424b5.htm
Our Central Index Key, or CIK, on the SEC website is 1000275. As used in this pricing supplement, the "Company," "we," "us," or "our" refers
to Royal Bank of Canada.

RBC Capital Markets, LLC
P-4

Redeemable Leveraged
Steepener Notes,
Due May 30, 2034

H I ST ORI CAL I N FORM AT I ON

Historically, the High-Side Reference Rate and the Low-Side Reference Rate, and the difference between them, have experienced
significant fluctuations. Any historical upward or downward trend in these rates during any period shown below is not an indication that the
interest payable on the Notes is more or less likely to increase or decrease at any time during the term of the Notes. Royal Bank cannot make
any assurances that the future levels of the High-Side Reference Rate and the Low-Side Reference Rate will result in holders of the Notes
receiving interest payments after the first four semi-annual interest payments.

The Reference Rate was 2.248% on July 28, 2014. The graph below sets forth the historical performance of the Reference Rate from
July 28, 1995 through July 28, 2014.

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Source: Bloomberg L.P.

Historical Period

Total number of days in the historical period
6,941 days
Number of days the High-Side Reference Rate was greater than the Low-Side Reference Rate by at least 0.25%
6,352 days
Number of days the High-Side Reference Rate was not greater than the Low-Side Reference Rate by at least 0.25%
589 days

The historical performance shown above is not indicative of future performance. The level of the High-Side Reference Rate may not exceed
the Low-Side Reference Rate by at least 0.25% on one or more specific Interest Determination Dates after the first year of the term of the
Notes.

RBC Capital Markets, LLC
P-5

Redeemable Leveraged
Steepener Notes,
Due May 30, 2034

H Y POT H ET I CAL EX AM PLES

The table below presents examples of the hypothetical interest which will accrue on the Notes with a principal amount of $1,000 after
the first year of the term of the Notes. The examples below are for purposes of illustration only. The actual interest payments will depend on
the actual difference between the High-Side Reference Rate and the Low-Side Reference Rate on each interest determination date. The
applicable interest rate for each interest period will be determined on a per-annum basis but will apply only to that interest period. Whether or
not you would receive interest at the hypothetical interest rates below would depend on whether or not we determine to exercise our
redemption right prior to the interest period in which those interest rates would take effect.

H ypot he t ic a l Diffe re nc e be t w e e n t he H igh- Side
H ypot he t ic a l I nt e re st
H ypot he t ic a l Se m i -Annua l
minus Low -Side Re fe re nc e Ra t e s minus 0 .2 5 %
Ra t e (pe r a nnum )
I nt e re st Pa ym e nt

-2.00%
0.00%
$0.00
-1.85%
0.00%
$0.00
-1.70%
0.00%
$0.00
-1.55%
0.00%
$0.00
-1.40%
0.00%
$0.00
-1.25%
0.00%
$0.00
-1.10%
0.00%
$0.00
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-0.95%
0.00%
$0.00
-0.80%
0.00%
$0.00
-0.65%
0.00%
$0.00
-0.50%
0.00%
$0.00
-0.35%
0.00%
$0.00
-0.20%
0.00%
$0.00
-0.05%
0.00%
$0.00
0.10%
0.40%
$2.00
0.25%
1.00%
$5.00
0.40%
1.60%
$8.00
0.55%
2.20%
$11.00
0.70%
2.80%
$14.00
0.85%
3.40%
$17.00
1.00%
4.00%
$20.00
1.15%
4.60%
$23.00
1.30%
5.20%
$26.00
1.45%
5.80%
$29.00
1.60%
6.40%
$32.00
1.75%
7.00%
$35.00
1.90%
7.60%
$38.00
2.05%
8.20%
$41.00
2.20%
8.80%
$44.00
2.35%
9.00%
$45.00
2.50%
9.00%
$45.00

RBC Capital Markets, LLC
P-6

Redeemable Leveraged
Steepener Notes,
Due May 30, 2034

H ypot he t ic a l Diffe re nc e be t w e e n t he H igh- Side
H ypot he t ic a l I nt e re st
H ypot he t ic a l Se m i -Annua l
minus Low -Side Re fe re nc e Ra t e s minus 0 .2 5 %
Ra t e (pe r a nnum )
I nt e re st Pa ym e nt

2.65%
9.00%
$45.00
2.80%
9.00%
$45.00
2.95%
9.00%
$45.00
3.10%
9.00%
$45.00
3.25%
9.00%
$45.00
3.40%
9.00%
$45.00
3.55%
9.00%
$45.00
3.70%
9.00%
$45.00
3.85%
9.00%
$45.00

RBC Capital Markets, LLC
P-7

Redeemable Leveraged
Steepener Notes,
Due May 30, 2034
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RI SK FACT ORS

The Notes involve risks not associated with an investment in ordinary floating rate notes. An investment in Redeemable Leveraged
Steepener Notes entails significant risks not associated with similar investments in a conventional debt security, including, but not limited to,
fluctuations in the High-Side Reference Rate and the Low-Side Reference Rate and other events that are difficult to predict and beyond our
control. This section describes the most significant risks relating to the terms of the Notes. For additional information as to the risks related to
an investment in the Notes, please see the accompanying product prospectus supplement, prospectus supplement and prospectus. You
should carefully consider whether the Notes are suited to your particular circumstances before you decide to purchase them. Accordingly,
prospective investors should consult their financial and legal advisers as to the risks entailed by an investment in the Notes and the suitability
of the Notes in light of their particular circumstances.

Aft e r t he First Y e a r of t he N ot e s, t he Am ount of I nt e re st Pa ya ble I s U nc e rt a in a nd Could Be 0 .0 0 % . During the
variable interest rate period, the amount of interest payable on the Notes in any interest period will depend on whether and the extent to which
the High-Side Reference Rate is greater than the Low-Side Reference Rate on the related interest determination date. If the High-Side
Reference Rate does not exceed the Low-Side Reference Rate by at least 0.25% on any interest determination date, the rate of interest
payable for the related interest payment period will be 0%. If the difference between the High-Side Reference Rate and the Low-Side
Reference Rate exceeds 0.25% by only a small amount, the interest payment for the applicable interest period will be limited. As a result, the
effective yield on the Notes may be less than what would be payable on our conventional notes of comparable maturity. The actual interest
payments on the Notes and return of only the principal amount at maturity may not compensate you for the effects of inflation and other factors
relating to the value of money over time.

T he Am ount of I nt e re st Pa ya ble on t he N ot e s in Any I nt e re st Pe riod I s Ca ppe d. The interest rate on the Notes for
each semi-annual interest period during the variable interest rate period is capped for that period at the maximum interest rate of 9.00% per
annum, and, due to the leverage factor, you will not receive the benefit of any increase in the difference between the High-Side and Low-Side
Reference Rates above the level of 2.50% on any interest determination date (because 9.00% divided by 4 is 2.25% and 0.25% will be
subtracted from the difference between the High-Side and the Low-Side Reference Rates). Accordingly, you could receive less than 10.00%
per annum interest for any given full year even when the difference between the High-Side Reference Rate and the Low-Side Reference Rate
increases substantially in a semi-annual interest period during that year if the difference between these rates in the other interest periods in
that year do not also increase substantially, as you will not receive the full benefit of the outperforming period due to the interest rate cap.

T he N ot e s Are Subje c t t o Ea rly Re de m pt ion a t Our Opt ion. Royal Bank has the option to redeem the Notes on the Call
Dates set forth above. It is more likely that Royal Bank will redeem the Notes prior to their stated maturity date to the extent that the
difference between the High-Side Reference Rate and the Low-Side Reference Rate during the term of the Notes results in an amount of
interest payable that is greater than instruments of a comparable maturity and credit rating trading in the market. If the Notes are redeemed
prior to their stated maturity date, you will not receive any interest payments on the Notes after the redemption date and you may have to
reinvest the proceeds in a lower interest rate environment.

I nve st ors Are Subje c t t o Our Cre dit Risk , a nd Our Cre dit Ra t ings a nd Cre dit Spre a ds M a y Adve rse ly Affe c t t he
M a rk e t V a lue of t he N ot e s. Investors are dependent on Royal Bank's ability to pay all amounts due on the Notes on interest payment
dates and at maturity, and, therefore, investors are subject to the credit risk of Royal Bank and to changes in the market's view of Royal
Bank's creditworthiness. Any decrease in Royal Bank's credit ratings or increase in the credit spreads charged by the market for taking Royal
Bank's credit risk is likely to adversely affect the market value of the Notes.

RBC Capital Markets, LLC
P-8

Redeemable Leveraged
Steepener Notes,
Due May 30, 2034

T he I nit ia l Est im a t e d V a lue of t he N ot e s I s Le ss t ha n t he Pric e t o t he Public . The initial estimated value set forth on
the cover page of this pricing supplement does not represent a minimum price at which we, RBCCM or any of our affiliates would be willing to
purchase the Notes in any secondary market (if any exists) at any time. If you attempt to sell the Notes prior to maturity, their market value
may be lower than the price you paid for them and the initial estimated value. This is due to, among other things, changes in the level of the
Reference Rate, the borrowing rate we pay to issue securities of this kind, and the inclusion in the price to the public of the underwriting
discount and the estimated costs relating to our hedging of the Notes. These factors, together with various credit, market and economic
factors over the term of the Notes, are expected to reduce the price at which you may be able to sell the Notes in any secondary market and
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will affect the value of the Notes in complex and unpredictable ways. Assuming no change in market conditions or any other relevant factors,
the price, if any, at which you may be able to sell your Notes prior to maturity may be less than your original purchase price, as any such sale
price would not be expected to include the underwriting discount and the hedging costs relating to the Notes. In addition to bid-ask spreads,
the value of the Notes determined for any secondary market price is expected to be based on the secondary rate rather than the internal
funding rate used to price the Notes and determine the initial estimated value. As a result, the secondary price will be less than if the internal
funding rate was used. The Notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold
your Notes to maturity.

T he I nit ia l Est im a t e d V a lue of t he N ot e s I s a n Est im a t e Only, Ca lc ula t e d a s of t he T im e t he T e rm s of t he N ot e s
We re Se t . The initial estimated value of the Notes is based on the value of our obligation to make the payments on the Notes, together with
the mid-market value of the derivative embedded in the terms of the Notes. See "Structuring the Notes" below. Our estimates are based on a
variety of assumptions, including our credit spreads, expectations as to interest rates and volatility, and the expected term of the Notes. These
assumptions are based on certain forecasts about future events, which may prove to be incorrect. Other entities may value the Notes or
similar securities at a price that is significantly different than we do.

The value of the Notes at any time after the pricing date will vary based on many factors, including changes in market conditions, and
cannot be predicted with accuracy. As a result, the actual value you would receive if you sold the Notes in any secondary market, if any,
should be expected to differ materially from the initial estimated value of your notes.

RBC Capital Markets, LLC
P-9

Redeemable Leveraged
Steepener Notes,
Due May 30, 2034

SU PPLEM EN T AL PLAN OF DI ST RI BU T I ON (CON FLI CT S OF I N T EREST )

Delivery of the Notes will be made against payment for the Notes on July 31, 2014, which is the third (3rd) business day following the
Pricing Date (this settlement cycle being referred to as "T+3"). For additional information as to the relationship between us and RBC Capital
Markets, LLC please see the section "Plan of Distribution?Conflicts of Interest" in the prospectus dated July 23, 2013.

After the initial offering of the Notes, the price to the public may change. To the extent that the total aggregate principal amount of the
Notes being offered by this pricing supplement is not purchased by investors in the offering, one or more of our affiliates may purchase the
unsold portion. However, our affiliates will not purchase more than 15% of the principal amount of the Notes. Sales of these Notes by our
affiliates could reduce the market price and the liquidity of the Notes that you purchase.

The value of the Notes shown on your account statement may be based on RBCCM's estimate of the value of the Notes if RBCCM or
another of our affiliates were to make a market in the Notes (which it is not obligated to do). That estimate will be based upon the price that
RBCCM may pay for the Notes in light of then prevailing market conditions, our creditworthiness and transaction costs. For a period of up to
approximately six months after the issue date of the Notes, the value of the Notes that may be shown on your account statement is expected
to be higher than RBCCM's estimated value of the Notes at that time. This is because the estimated value of the Notes will not include the
underwriting discount and our hedging costs and profits; however, the value of the Notes shown on your account statement during that period
is initially expected to be a higher amount, reflecting the addition of RBCCM's underwriting discount and our estimated costs and profits from
hedging the Notes. This excess is expected to decrease over time until the end of this period. After this period, if RBCCM repurchases your
Notes, it expects to do so at prices that reflect their estimated value.

We may use this pricing supplement in the initial sale of the Notes. In addition, RBC Capital Markets, LLC or another of our affiliates
may use this pricing supplement in a market-making transaction in the Notes after their initial sale. Unless we or our agent informs the
purchaser otherwise in the confirmation of sale, this pricing supplement is being used in a market-making transaction.

ST RU CT U RI N G T H E N OT ES

The Notes are our debt securities, the return on which is linked to the Reference Rate. As is the case for all of our debt securities,
including our structured notes, the economic terms of the Notes reflect our actual or perceived creditworthiness at the time of pricing. In
addition, because structured notes result in increased operational, funding and liability management costs to us, we typically borrow the funds
under these Notes at a rate that is more favorable to us than the rate that we might pay for a conventional fixed or floating rate debt security of
comparable maturity. Using this relatively lower implied borrowing rate rather than the secondary market rate, is a factor that reduced the
initial estimated value of the Notes at the time their terms were set. Unlike the estimated value included in this pricing supplement, any value
of the Notes determined for purposes of a secondary market transaction may be based on a different funding rate, which may result in a lower
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value for the Notes than if our initial internal funding rate were used.

In order to satisfy our payment obligations under the Notes, we may choose to enter into certain hedging arrangements (which may
include call options, put options or other derivatives) on the issue date with RBCCM or one of our other subsidiaries. The terms of these
hedging arrangements take into account a number of factors, including our creditworthiness, interest rate movements, the volatility of the
Reference Rate, and the tenor of the Notes. The economic terms of the Notes and their initial estimated value depend in part on the terms of
these hedging arrangements.

The lower implied borrowing rate is a factor that reduces the economic terms of the Notes to you. The initial offering price of the
Notes also reflects the underwriting commission and our estimated hedging costs. These factors result in the initial estimated value for the
Notes on the pricing date being less than their public offering price. See "Risk Factors--The Initial Estimated Value of the Notes Is Less than
the Price to the Public" above.

RBC Capital Markets, LLC
P-10

Redeemable Leveraged
Steepener Notes,
Due May 30, 2034

V ALI DI T Y OF T H E N OT ES

In the opinion of Norton Rose Fulbright Canada LLP, the issue and sale of the Notes has been duly authorized by all necessary
corporate action of the Bank in conformity with the Indenture, and when the Notes have been duly executed, authenticated and issued in
accordance with the Indenture, the Notes will be validly issued and, to the extent validity of the Notes is a matter governed by the laws of the
Province of Ontario or Québec, or the laws of Canada applicable therein, and will be valid obligations of the Bank, subject to applicable
bankruptcy, insolvency and other laws of general application affecting creditors' rights, equitable principles, and subject to limitations as to the
currency in which judgments in Canada may be rendered, as prescribed by the Currency Act (Canada). This opinion is given as of the date
hereof and is limited to the laws of the Provinces of Ontario and Quebec and the federal laws of Canada applicable thereto. In addition, this
opinion is subject to customary assumptions about the Trustee's authorization, execution and delivery of the Indenture and the genuineness of
signatures and certain factual matters, all as stated in the letter of such counsel dated July 24, 2013, which has been filed as Exhibit 5.1 to
Royal Bank's Form 6-K filed with the SEC on July 24, 2013.

In the opinion of Morrison & Foerster LLP, when the Notes have been duly completed in accordance with the Indenture and issued
and sold as contemplated by the prospectus supplement and the prospectus, the Notes will be valid, binding and enforceable obligations of
Royal Bank, entitled to the benefits of the Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights
generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair
dealing and the lack of bad faith). This opinion is given as of the date hereof and is limited to the laws of the State of New York. This opinion
is subject to customary assumptions about the Trustee's authorization, execution and delivery of the Indenture and the genuineness of
signatures and to such counsel's reliance on the Bank and other sources as to certain factual matters, all as stated in the legal opinion dated
July 24, 2013, which has been filed as Exhibit 5.2 to the Bank's Form 6-K dated July 24, 2013.

RBC Capital Markets, LLC
P-11

http://www.sec.gov/Archives/edgar/data/1000275/000121465914005428/o729143424b2.htm[7/30/2014 3:56:45 PM]

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