---

Reference Assets	Initial Levels	Coupon Barriers and Trigger Levels*
VanEck® Gold Miners ETF (“GDX”)	$27.81	$15.30, which is 55% of its Initial Level
Nasdaq-100 Index® (“NDX”)	15,131.52	8,322.34, which is 55% of its Initial Level
Russell 2000® Index (“RTY”)	1,775.946	976.770, which is 55% of its Initial Level

Issuer:	Royal Bank of Canada	Stock Exchange Listing:	None
Trade Date:	October 10, 2023	Principal Amount:	$1,000 per Note
Issue Date:	October 13, 2023	Maturity Date:	October 15, 2026
Call Observation Dates:	Quarterly, as set forth below.	Coupon Payment Dates:	Monthly, as set forth below.
Valuation Date:	October 12, 2026	Contingent Coupon Rate:	12.45% per annum

Contingent Coupon:	If the Notes have not been previously called and the Observation Level of each Reference Asset is greater than or equal to its Coupon Barrier on the applicable Coupon Observation Date, we will pay the Contingent Coupon applicable to that Coupon Observation Date. You may not receive any Contingent Coupons during the term of the Notes.
Payment at Maturity (if held to maturity):	If the Notes are not previously called, we will pay you at maturity an amount based on the Final Level of the Lesser Performing Reference Asset: For each $1,000 in principal amount, $1,000 plus the Contingent Coupon at maturity, unless the Final Level of the Lesser Performing Reference Asset is less than its Trigger Level. If the Final Level of the Lesser Performing Reference Asset is less than its Trigger Level, then the investor will receive at maturity, for each $1,000 in principal amount, a cash payment equal to: $1,000 + ($1,000 x Percentage Change of the Lesser Performing Reference Asset) Investors in the Notes could lose some or all of their principal amount if the Final Level of the Lesser Performing Reference Asset is less than its Trigger Level.
Lesser Performing Reference Asset:	The Reference Asset with the lowest Percentage Change.
Percentage Change:	Expressed as a percentage for each Reference Asset, as an amount equal to the quotient of (a) its Final Level minus its Initial Level divided by (b) its Initial Level
Call Feature:	If, on any quarterly Call Observation Date beginning on October 10, 2024, the Observation Level of each Reference Asset is greater than or equal to its Initial Level, then the Notes will be automatically called, for 100% of the principal amount plus the related Contingent Coupon.
Observation Level:	For the NDX and the RTY, its closing level, and for the GDX, its closing price, on any Coupon Observation Date.
Final Level:	For the NDX and the RTY, its closing level, and for the GDX, its closing price on the Valuation Date.
CUSIP:	78016NT23

	Per Note		Total
Price to public(1)	100.00%		$952,000
Underwriting discounts and commissions(1)	0.215%		$2,045
Proceeds to Royal Bank of Canada	99.785%		$949,955

General:	This pricing supplement relates to an offering of Auto-Callable Contingent Coupon Barrier Notes (the “Notes”) linked to the lesser performing of the following (each, a “Reference Asset,” and collectively, the “Reference Assets”): (i) VanEck® Gold Miners ETF (the “GDX”); (ii) Nasdaq-100 Index® (“NDX”); and (iii) Russell 2000® Index (“RTY”). We refer to each of the NDX and the RTY as an “Index.” See “Additional Terms of Your Notes Related to the Indices” below, which relates to the NDX and the RTY.
Issuer:	Royal Bank of Canada (the “Bank”)
Trade Date:	October 10, 2023
Issue Date:	October 13, 2023
Valuation Date:	October 12, 2026
Maturity Date:	October 15, 2026
Denominations:	Minimum denomination of $1,000, and integral multiples of $1,000 thereafter.
Contingent Coupon:	We will pay you a Contingent Coupon during the term of the Notes, periodically in arrears on each Coupon Payment Date, under the conditions described below: ●             If the Observation Level of each Reference Asset is greater than or equal to its Coupon Barrier on the applicable Coupon Observation Date, we will pay the Contingent Coupon applicable to that Coupon Observation Date. ●             If the Observation Level of any of the Reference Assets is less than its Coupon Barrier on the applicable Coupon Observation Date, we will not pay you the Contingent Coupon applicable to that Coupon Observation Date. You may not receive a Contingent Coupon for one or more monthly periods during the term of the Notes.
Contingent Coupon Rate:	12.45% per annum (1.0375% per month).

Coupon Observation Dates and Coupon Payment Dates:	The Coupon Observation Dates and Coupon Payment Dates will occur monthly, and the Call Observation Dates and Call Settlement Dates will occur quarterly, as set forth below:
		Coupon Observation Dates		Coupon Payment Dates
		November 10, 2023		November 15, 2023
		December 11, 2023		December 14, 2023
		January 10, 2024		January 16, 2024
		February 12, 2024		February 15, 2024
		March 11, 2024		March 14, 2024
		April 10, 2024		April 15, 2024
		May 10, 2024		May 15, 2024
		June 10, 2024		June 13, 2024
		July 10, 2024		July 15, 2024
		August 12, 2024		August 15, 2024
		September 10, 2024		September 13, 2024
		October 10, 2024(1)		October 16, 2024(2)
		November 11, 2024		November 14, 2024
		December 10, 2024		December 13, 2024
		January 10, 2025(1)		January 15, 2025(2)
		February 10, 2025		February 13, 2025
		March 10, 2025		March 13, 2025
		April 10, 2025(1)		April 15, 2025(2)
		May 12, 2025		May 15, 2025
		June 10, 2025		June 13, 2025
		July 10, 2025(1)		July 15, 2025(2)
		August 11, 2025		August 14, 2025
		September 10, 2025		September 15, 2025
		October 10, 2025(1)		October 16, 2025(2)
		November 10, 2025		November 14, 2025
		December 10, 2025		December 15, 2025
		January 12, 2026(1)		January 15, 2026(2)
		February 10, 2026		February 13, 2026
		March 10, 2026		March 13, 2026
		April 10, 2026(1)		April 15, 2026(2)
		May 11, 2026		May 14, 2026
		June 10, 2026		June 15, 2026
		July 10, 2026(1)		July 15, 2026(2)
		August 10, 2026		August 13, 2026
		September 10, 2026		September 15, 2026
		October 12, 2026 (the Valuation Date)		October 15, 2026 (the Maturity Date)
	(1) This date is also a Call Observation Date. (2) This date is also a Call Settlement Date.

Record Dates:	The record date for each Coupon Payment Date will be one business day prior to that scheduled Coupon Payment Date; provided, however, that any Contingent Coupon payable at maturity or upon a call will be payable to the person to whom the payment at maturity or upon the call, as the case may be, will be payable.
Call Feature:	If, on any quarterly Call Observation Date beginning in October 2024, the Observation Level of each Reference Asset is greater than or equal to its Initial Level, then the Notes will be automatically called.
Payment if Called:	If the Notes are automatically called, then, on the applicable Call Settlement Date, for each $1,000 in principal amount, you will receive $1,000 plus the Contingent Coupon otherwise due on that Call Settlement Date.

Call Settlement Dates:	If the Notes are called on any Call Observation Date beginning in October 2024, the Call Settlement Date will be the Coupon Payment Date corresponding to that Call Observation Date.
Initial Level:	For the NDX and the RTY, its closing level, and for the GDX, its closing price, on the Trade Date, as set forth on the cover page of this document.
Final Level:	For the NDX and the RTY, its closing level, and for the GDX, its closing price, on the Valuation Date.
Observation Level:	For the NDX and the RTY, its closing level, and for the GDX, its closing price, on any Coupon Observation Date.
Coupon Barrier and Trigger Level:	For each Reference Asset, 55% of its Initial Level, as set forth on the cover page of this document.
Payment at Maturity (if not previously called and held to maturity):	If the Notes are not previously called, we will pay you at maturity an amount based on the Final Level of the Lesser Performing Reference Asset: ●              If the Final Level of the Lesser Performing Reference Asset is greater than or equal to its Trigger Level, we will pay you a cash payment equal to the principal amount plus the Contingent Coupon otherwise due on the Maturity Date. ●              If the Final Level of the Lesser Performing Reference Asset is less than its Trigger Level, you will receive at maturity, for each $1,000 in principal amount, a cash payment equal to: $1,000 + ($1,000 x Percentage Change of the Lesser Performing Reference Asset) The amount of cash that you receive in this case will be less than your principal amount, if anything, resulting in a loss that is proportionate to the decline of the Lesser Performing Reference Asset from the Trade Date to the Valuation Date. Investors in the Notes will lose some or all of their principal amount if the Final Level of the Lesser Performing Reference Asset is less than its Trigger Level.
Stock Settlement:	Not applicable. Payments on the Notes will be made solely in cash.
Percentage Change:	With respect to each Reference Asset: Final Level – Initial Level Initial Level
Lesser Performing Reference Asset:	The Reference Asset with the lowest Percentage Change.
Market Disruption Events:	The occurrence of a market disruption event (or a non-trading day) as to any of the Reference Assets will result in the postponement of a Coupon Observation Date, a Call Observation Date or the Valuation Date as to that Reference Asset, as described in the product prospectus supplement, but not to any non-affected Reference Asset.
Calculation Agent:	RBC Capital Markets, LLC (“RBCCM”)
U.S. Tax Treatment:	By purchasing a Note, each holder agrees (in the absence of a change in law, an administrative determination or a judicial ruling to the contrary) to treat the Notes as a callable pre-paid cash-settled contingent income-bearing derivative contract linked to the Reference Assets for U.S. federal income tax purposes. However, the U.S. federal income tax consequences of your investment in the Notes are uncertain and the Internal Revenue Service could assert that the Notes should be taxed in a manner that is different from that described in the preceding sentence. Please see the section below, “Supplemental Discussion of U.S. Federal Income Tax Consequences,” and the discussion (including the opinion of our special U.S. tax counsel, Ashurst LLP) in the product prospectus supplement dated August 1, 2023 under “Supplemental Discussion of U.S. Federal Income Tax Consequences,” which apply to the Notes.

Secondary Market:	RBCCM (or one of its affiliates), though not obligated to do so, may maintain a secondary market in the Notes after the issue date. The amount that you may receive upon sale of your Notes prior to maturity may be less than the principal amount of your Notes.
Listing:	The Notes will not be listed on any securities exchange.
Clearance and Settlement:	DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as described under “Ownership and Book-Entry Issuance” in the prospectus dated September 14, 2021).
Terms Incorporated in the Master Note:	All of the terms appearing in this section and the terms appearing under the caption “General Terms of the Notes” in the product prospectus supplement, as modified by this pricing supplement.

Hypothetical Initial Level (for each Reference Asset):	100*
Hypothetical Coupon Barrier and Trigger Level:	55, which is 55% of the hypothetical Initial Level of the Lesser Performing Reference Asset
Contingent Coupon Rate:	12.45% per annum (or 1.0375% per month).
Contingent Coupon Amount:	$10.375 per month
Coupon Observation Dates:	Monthly
Principal Amount:	$1,000 per Note

Hypothetical Final Level of the Lesser Performing Reference Asset	Payment at Maturity as Percentage of Principal Amount	Payment at Maturity (assuming that the Notes  were not previously called)
150.00	101.0375%	$1,010.375*
140.00	101.0375%	$1,010.375*
130.00	101.0375%	$1,010.375*
120.00	101.0375%	$1,010.375*
110.00	101.0375%	$1,010.375*
100.00	101.0375%	$1,010.375*
90.00	101.0375%	$1,010.375*
80.00	101.0375%	$1,010.375*
70.00	101.0375%	$1,010.375*
60.00	101.0375%	$1,010.375*
55.00	101.0375%	$1,010.375*
54.99	54.99%	$549.90
50.00	50.00%	$500.00
40.00	40.00%	$400.00
25.00	25.00%	$250.00
10.00	10.00%	$100.00
0.00	0.00%	$0.00

●

You May Lose Some or All of the Principal Amount at Maturity — Investors in the Notes could lose all or a substantial portion of their principal amount if there is a decline in the value of the Lesser Performing Reference Asset between the Trade Date and the Valuation Date. If the Notes are not automatically called and the Final Level of the Lesser Performing Reference Asset is less than its Trigger Level, the amount of cash that you receive at maturity will represent a loss of your principal that is proportionate to the decline in the value of the Lesser Performing Reference Asset from the Trade Date to the Valuation Date. Any Contingent Coupons received on the Notes prior to the Maturity Date may not be sufficient to compensate for any such loss.

●

The Payments on the Notes Are Limited — The payments on the Notes will be limited to the Contingent Coupons. Accordingly, your return on the Notes may be less than your return would be if you made an investment in the Reference Assets, the securities included in the Reference Assets, or in a security directly linked to the positive performance of the Reference Assets.

●

The Notes Are Subject to an Automatic Call — If on any quarterly Call Observation Date beginning in October 2024, the Observation Level of each Reference Asset is greater than or equal to its Initial Level, then the Notes will be automatically called. If the Notes are automatically called, then, on the applicable Call Settlement Date, for each $1,000 in principal amount, you will receive $1,000 plus the Contingent Coupon otherwise due on the applicable Call Settlement Date. You will not receive any Contingent Coupons after that payment. You may be unable to reinvest your proceeds from the automatic call in an investment with a return that is as high as the return on the Notes would have been if they had not been called.

●

You May Not Receive Any Contingent Coupons — We will not necessarily make any Contingent Coupons on the Notes. If the Observation Level of any of the Reference Assets on a Coupon Observation Date is less than its Coupon Barrier, we will not pay you the Contingent Coupon applicable to that Coupon Observation Date. If the Observation Level of any of the Reference Assets is less than its Coupon Barrier on each of the Coupon Observation Dates and on the Valuation Date, we will not pay you any Contingent Coupons during the term of, and you will not receive a positive return on your Notes. Generally, this non-payment of the Contingent Coupon coincides with a period of greater risk of principal loss on your Notes. Accordingly, if we do not pay the Contingent Coupon on the Maturity Date, you will also incur a loss of principal, because the Final Level of the Lesser Performing Reference Asset will be less than its Trigger Level.

●

The Notes Are Linked to the Lesser Performing Reference Asset, Even if the Other Reference Assets Perform Better — If any of the Reference Assets has a Final Level that is less than its Trigger Level, your return will be linked to the lesser performing of the three Reference Assets. Even if the Final Level of the other Reference Assets have increased compared to its respective Initial Level, or has experienced a decrease that is less than that of the Lesser Performing Reference Asset, your return will only be determined by reference to the performance of the Lesser Performing Reference Asset, regardless of the performance of the other Reference Assets.

●

Your Payment on the Notes Will Be Determined by Reference to Each Reference Asset Individually, Not to a Basket, and the Payment at Maturity Will Be Based on the Performance of the Lesser Performing Reference Asset — The Payment at Maturity will be determined only by reference to the performance of the Lesser Performing Reference Asset, regardless of the performance of the other Reference Assets. The Notes are not linked to a weighted basket, in which the risk may be mitigated and diversified among each of the basket components. For example, in the case of notes linked to a weighted basket, the return would depend on the weighted aggregate performance of the basket components reflected as the basket return. As a result, the depreciation of one basket component could be mitigated by the appreciation of the other basket components, as scaled by the weighting of that basket component. However, in the case of the Notes, the individual performance of each of the Reference Assets would not be combined, and the depreciation of one Reference Asset would not be mitigated by any appreciation of the other

●

The Call Feature and the Contingent Coupon Feature Limit Your Potential Return — The return potential of the Notes is limited to the pre-specified Contingent Coupon Rate, regardless of the appreciation of the Reference Assets. In addition, the total return on the Notes will vary based on the number of Coupon Observation Dates on which the Contingent Coupon becomes payable prior to maturity or an automatic call. Further, if the Notes are called due to the Call Feature, you will not receive any Contingent Coupons or any other payment in respect of any Coupon Observation Dates after the applicable Call Settlement Date. Since the Notes could be called as early as the Call Observation Date occurring in October 2024, the total return on the Notes could be minimal. If the Notes are not called, you may be subject to the full downside performance of the Lesser Performing Reference Asset even though your potential return is limited to the Contingent Coupon Rate. As a result, the return on an investment in the Notes could be less than the return on a direct investment in the Reference Assets.

●

Your Return on the Notes May Be Lower than the Return on a Conventional Debt Security of Comparable Maturity — The return that you will receive on the Notes, which could be negative, may be less than the return you could earn on other investments. Even if your return is positive, your return may be less than the return you would earn if you purchased one of our conventional senior interest bearing debt securities.

●

Payments on the Notes Are Subject to Our Credit Risk, and Changes in Our Credit Ratings Are Expected to Affect the Market Value of the Notes — The Notes are our senior unsecured debt securities. As a result, your receipt of any Contingent Coupons, if payable, and the amount due on any relevant payment date is dependent upon our ability to repay our obligations on the applicable payment dates. This will be the case even if the values of the Reference Assets increase after the Trade Date. No assurance can be given as to what our financial condition will be at any time during the term of the Notes.

●

There May Not Be an Active Trading Market for the Notes-Sales in the Secondary Market May Result in Significant Losses — There may be little or no secondary market for the Notes. The Notes will not be listed on any securities exchange. RBCCM and our other affiliates may make a market for the Notes; however, they are not required to do so. RBCCM or any of our other affiliates may stop any market-making activities at any time. Even if a secondary market for the Notes develops, it may not provide significant liquidity or trade at prices advantageous to you. We expect that transaction costs in any secondary market would be high. As a result, the difference between bid and asked prices for your Notes in any secondary market could be substantial.

●

Prior to Maturity, the Value of the Notes Will Be Influenced by Many Unpredictable Factors — Many economic and market factors will influence the value of the Notes. We expect that, generally, the price or level of each Reference Asset on any day will affect the value of the Notes more than any other single factor. However, you should not expect the value of the Notes in the secondary market to vary in proportion to changes in the value of the Reference Assets. The value of the Notes will be affected by a number of other factors that may either offset or magnify each other, including:

➢

the market value of the Reference Assets;

➢

whether the market value of one or more of the Reference Assets is less than its Coupon Barrier or its Trigger Level;

➢

the expected volatility of the Reference Assets;

➢

the time to maturity of the Notes;

➢

the dividend rate on the Reference Assets or on the equity securities represented by the Reference Assets;

➢

interest and yield rates in the market generally, as well as in the markets of the equity securities represented by the Reference Assets;

➢

the occurrence of certain events relating to a Reference Asset that may or may not require an adjustment to the Initial Level, the Coupon Barrier and the Trigger Level;

➢

economic, financial, political, regulatory or judicial events that affect the Reference Assets or the equity securities represented by the Reference Assets or stock markets generally, and which may affect the market value of the Reference Assets on any Coupon Observation Date; and

➢

our creditworthiness, including actual or anticipated downgrades in our credit ratings.

●

The Initial Estimated Value of the Notes Is Less than the Price to the Public — The initial estimated value that is 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 prices or levels of the Reference Assets, the borrowing rate we pay to issue securities of this kind, and the inclusion in the price to the public of the underwriting discount, the referral fee and the estimated costs relating to our hedging of the Notes. These factors, together with various credit, market and economic factors over the term of the Notes, are expected to reduce the price at which you may be able to sell the Notes in any secondary market and will affect the value of the Notes in complex and unpredictable ways. Assuming no change in market conditions or any other relevant factors, the price, if any, at which you may be able to sell your Notes prior to maturity may be less than your original purchase price, as any such sale price would not be expected to include the underwriting discount, the referral fee or the hedging costs relating to the Notes. In addition to bid-ask spreads, the value of the Notes determined by RBCCM for any secondary market price is expected to be based on the secondary rate rather than the internal funding rate used to price the Notes and determine the initial estimated value. As a result, the secondary price will be less than if the internal funding rate was used. The Notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity.

●

The Initial Estimated Value of the Notes Set Forth on the Cover Page of this Pricing Supplement Is an Estimate Only, Calculated as of the Time the Terms of the Notes Were Set — 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 estimate is based on a variety of assumptions, including our credit spreads, expectations as to dividends, interest rates and volatility, and the expected term of the Notes. These assumptions are based on certain forecasts about future events, which may prove to be incorrect. Other entities may value the Notes or similar securities at a price that is significantly different than we do.

●

Our Business Activities May Create Conflicts of Interest — We and our affiliates expect to engage in trading activities related to the securities included in or represented by the Reference Assets that are not for the account of holders of the Notes or on their behalf. These trading activities may present a conflict between the holders’ interests in the Notes and the interests we and our affiliates will have in their proprietary accounts, in facilitating transactions, including options and other derivatives transactions, for their customers and in accounts under their management. These trading activities, if they influence the prices or levels of the Reference Assets, could be adverse to the interests of the holders of the Notes. We and one or more of our affiliates may, at present or in the future, engage in business with the securities included in or represented by the Reference Assets, including making loans to or providing advisory services. These services could include investment banking and merger and acquisition advisory services. These activities may present a conflict between our or one or more of our affiliates’ obligations and your interests as a holder

●

An Investment in the Notes Is Subject to Risks Associated with the Gold and Silver Mining Industries — All or substantially all of the stocks held by the GDX are issued by gold or silver mining companies. As a result, the stocks that will determine the performance of the GDX are concentrated in one sector. Although an investment in the Notes will not give holders any ownership or other direct interests in the stocks held by the GDX, the return on the Notes will be subject to certain risks associated with a direct equity investment in gold or silver mining companies.

●

The Notes Are Subject to Exchange Rate Risk — Because certain securities held by the GDX are traded in currencies other than U.S. dollars, and the Notes are denominated in U.S. dollars, the amounts payable on the Notes may be exposed to fluctuations in the exchange rate between the U.S. dollar and each of the currencies in which those securities are denominated. These changes in exchange rates may reflect changes in various non-U.S. economies that in turn may affect the payment on the Notes at maturity. An investor’s net exposure will depend on the extent to which the currencies in which the relevant securities are denominated either strengthen or weaken against the U.S. dollar and the relative weight of each security.

●

The GDX and its Underlying Index Are Different — The performance of the GDX may not exactly replicate the performance of its underlying index (“Underlying Index”), because the GDX will reflect transaction costs and fees that are not included in the calculation of its Underlying Index. It is also possible that the performance of the GDX may not fully replicate or may in certain circumstances diverge significantly from the performance of its Underlying Index due to the temporary unavailability of certain securities in the secondary market, the performance of any derivative instruments contained in the GDX, or due to other circumstances. The GDX may use futures contracts, options, swap agreements, repurchase agreements and other instruments in seeking performance that corresponds to its Underlying Index and in managing cash flows.

●

Adjustments to the GDX Could Adversely Affect the Notes — The investment adviser of the GDX (the “GDX Adviser”) is responsible for calculating and maintaining the GDX. The GDX Adviser can add, delete or substitute the stocks comprising the GDX. The GDX Adviser may make other methodological changes that could change the share price of the GDX at any time. Any of these actions could adversely affect the amounts payable and/or the market value of the Notes.

●

The GDX Is Subject to Management Risk — The GDX is subject to management risk, which is the risk that the GDX Adviser’s investment strategy, the implementation of which is subject to a number of constraints, may not produce the intended results. For example, the GDX Adviser may invest a portion of the GDX’s assets in securities not included in the relevant industry or sector but which the GDX Adviser believes will help the GDX track the relevant industry or sector.

●

Changes that Affect the GDX’s Underlying Index Will Affect the Market Value of the Notes and the Amount You Will Receive at Maturity — The policies of the sponsor of the Underlying Index (the “Underlying Index Sponsor”), concerning the calculation of the Underlying Index, additions, deletions or substitutions of the components of the Underlying Index and the manner in which changes affecting those components, such as stock dividends, reorganizations or mergers, may be reflected in the Underlying Index and, therefore, could affect the share price of the GDX, the amounts payable on the Notes, and the market value of the Notes prior to maturity. The amounts payable on the Notes and their market value could also be affected if the Underlying Index Sponsor changes these policies, for example, by changing the manner in which it calculates the Underlying Index, or if the Underlying Index Sponsor discontinues or suspends the calculation or publication of the Underlying Index.

●

We and Our Affiliates Do Not Have Any Affiliation with the GDX Adviser, the Underlying Index Sponsor, the Sponsor of the NDX or the Sponsor of the RTY and Are Not Responsible for Their Public Disclosure of Information — We and our affiliates are not affiliated with the GDX Adviser, the Underlying Index Sponsor, the sponsor of the NDX or the sponsor of the RTY in any way and have no ability to control or predict their actions, including any errors in or discontinuance of disclosure regarding the methods or policies relating to the GDX, the Underlying Index, the NDX or the RTY. None of the GDX Adviser, the Underlying Index Sponsor, the sponsor of the NDX or the sponsor of the RTY are involved in the offering of the Notes in any way or have any obligation to consider your interests as an owner of the Notes in taking any actions relating to their respective Reference Asset or the Underlying Index that might affect the value of the Notes. Neither we nor any of our affiliates has independently verified the adequacy or accuracy of the information about the GDX Adviser, the Underlying Index Sponsor, the sponsor of NDX or the sponsor of the RTY or their respective Reference Asset or the Underlying Index contained in any public disclosure of information. You, as an investor in the Notes, should make your own investigation into the Reference Assets.

●

The Policies of the GDX’s Investment Advisor Could Affect the Amount Payable on the Notes and Their Market Value — The policies of the GDX’s investment advisor concerning the management of the GDX, additions, deletions or substitutions of the securities held by the GDX could affect the market price of shares of the GDX and, therefore, the amounts payable on the Notes and the market value of the Notes before that date. The amounts payable on the Notes and their market value could also be affected if the GDX’s investment advisor changes these policies, for example, by changing the manner in which it manages the GDX, or if the GDX’s investment advisor discontinues or suspends maintenance of the GDX, in which case it may become difficult to determine the market value of the Notes. The GDX’s investment advisor has no connection to the offering of the Notes and have no obligations to you as an investor in the Notes in making decisions regarding the GDX.

●

Changes that Affect the NDX and the RTY Will Affect the Market Value of the Notes and the Payments on the Notes — The policies of the index sponsors of the NDX and the RTY concerning the calculation of the NDX and the RTY, additions, deletions or substitutions of the components of the NDX and the RTY and the manner in which

●

We Have No Affiliation with the Index Sponsors and Will Not Be Responsible for any Actions Taken by the Index Sponsors — The index sponsors of the NDX and the RTY are not our affiliates and will not be involved in the offering of the Notes in any way. Consequently, we have no control of the actions of these index sponsors, including any actions of the type that might impact the value of the Notes. These index sponsors have no obligation of any sort with respect to the Notes. Thus, these index sponsors have no obligation to take your interests into consideration for any reason, including in taking any actions that might affect the value of the Notes. None of our proceeds from the issuance of the Notes will be delivered to these index sponsor.

●

An Investment in the Notes Is Subject to Risks Relating to Non-U.S. Securities Markets — Because certain securities held by the GDX and included in the NDX are issued by non-U.S. issuers and/or are traded outside of the U.S., an investment in the Notes involves particular risks. For example, the relevant non-U.S. securities markets may be more volatile than the U.S. securities markets, and market developments may affect these markets differently from the U.S. or other securities markets.

●

An Investment in the Notes Is Subject to Risks Associated in Investing in Stocks With a Small Market Capitalization — The RTY consists of stocks issued by companies with relatively small market capitalizations. These companies often have greater stock price volatility, lower trading volume and less liquidity than large-capitalization companies. As a result, the level of the RTY may be more volatile than that of a market measure that does not track solely small-capitalization stocks. Stock prices of small-capitalization companies are also generally more vulnerable than those of large-capitalization companies to adverse business and economic developments, and the stocks of small-capitalization companies may be thinly traded, and be less attractive to many investors if they do not pay dividends. In addition, small capitalization companies are often less well-established and less stable financially than large-capitalization companies and may depend on a small number of key personnel, making them more vulnerable to loss of those individuals. Small capitalization companies tend to have lower revenues, less diverse product lines, smaller shares of their target markets, fewer financial resources and fewer competitive strengths than large-capitalization companies. These companies may also be more susceptible to adverse developments related to their products or services.

●

Owning the Notes Is Not the Same as Owning the Securities Represented by the Reference Assets — The return on your Notes is unlikely to reflect the return you would realize if you actually owned shares of the Reference Assets or the securities represented by the Reference Assets. For instance, you will not receive or be entitled to receive any dividend payments or other distributions on these securities during the term of your Notes. As an owner of the Notes, you will not have voting rights or any other rights that holders of these securities may have. Furthermore, the Reference Assets may appreciate substantially during the term of the Notes, while your potential return will be limited to the applicable Contingent Coupon payments.

●

The Payments on the Notes Are Subject to Postponement due to Market Disruption Events and Adjustments — The payment at maturity, each Coupon Observation Date, each Call Observation Date and the Valuation Date are subject to adjustment as described in the product prospectus supplement. For a description of what constitutes a market disruption event as well as the consequences of that market disruption event, see “General Terms of the Notes—Market Disruption Events” in the product prospectus supplement and “—Additional Terms of Your Notes Related to the Indices” below.

●

a suspension, absence or limitation of trading in index components constituting 20% or more, by weight, of the applicable Index;

●

a suspension, absence or limitation of trading in futures or options contracts relating to the applicable Index on their respective markets;

●

any event that disrupts or impairs, as determined by the calculation agent, the ability of market participants to (i) effect transactions in, or obtain market values for, index components constituting 20% or more, by weight, of either of the Indices, or (ii) effect transactions in, or obtain market values for, futures or options contracts relating to the either of the Indices on their respective markets;

●

the closure on any day of the primary market for futures or options contracts relating to either of the Indices or index components constituting 20% or more, by weight, of the applicable Index on a scheduled trading day prior to the scheduled weekday closing time of that market (without regard to after hours or any other trading outside of the regular trading session hours) unless such earlier closing time is announced by the primary market at least one hour prior to the earlier of (i) the actual closing time for the regular trading session on such primary market on such scheduled trading day for such primary market and

●

any scheduled trading day on which (i) the primary markets for index components constituting 20% or more, by weight, of either of the Indices or (ii) the exchanges or quotation systems, if any, on which futures or options contracts on the respective Index are traded, fails to open for trading during its regular trading session; or

●

any other event, if the calculation agent determines in its sole discretion that the event interferes with our ability or the ability of any of our affiliates to unwind all or a portion of a hedge with respect to the Notes that we or our affiliates have effected or may effect.

(1)

the weight of any single component security may not account for more than 20% of the total value of the Underlying Index;

(2)

the component securities are split into two subgroups – large and small, which are ranked by market capitalization weight in the Underlying Index. Large securities are defined as having a starting index weight greater than or equal to 5%. Small securities are defined as having a starting index weight below 5%; and

(3)

the final aggregate weight of those component securities which individually represent more than 4.5% of the total value of the Underlying Index may not account for more than 45% of the total index value.

●

the security’s U.S. listing must be exclusively on the Nasdaq Global Select Market or the Nasdaq Global Market;

●

the security must be issued by a non-financial company;

●

the security may not be issued by an issuer currently in bankruptcy proceedings;

●

the security must generally be a common stock, ordinary share, American Depositary Receipt, or tracking stock (closed-end funds, convertible debentures, exchange traded funds, limited liability companies, limited partnership interests, preferred stocks, rights, shares or units of beneficial interests, warrants, units and other derivative securities are not included in the NDX, nor are the securities of investment companies);

●

the security must have a three-month average daily trading volume of at least 200,000 shares;

●

if the security is issued by an issuer organized under the laws of a jurisdiction outside the United States, it must have listed options on a recognized market in the United States or be eligible for listed-options trading on a recognized options market in the United States;

●

the issuer of the security may not have entered into a definitive agreement or other arrangement which would likely result in the security no longer being eligible;

●

the issuer of the security may not have annual financial statements with an audit opinion that is currently withdrawn; and

●

the security must have traded for at least three full calendar months, not including the month of initial listing, on an “eligible exchange,” as determined under the index rules. A security that was added to the index as the result of a spin-off event will be exempt from this requirement.

•

the security’s U.S. listing must be exclusively on the Nasdaq Global Select Market or the Nasdaq Global Market;

●

the security must be issued by a non-financial company;

●

the security may not be issued by an issuer currently in bankruptcy proceedings;

●

the security must have an average daily trading volume of at least 200,000 shares in the previous three‑month trading period as measured annually during the ranking review process described below;

●

if the issuer of the security is organized under the laws of a jurisdiction outside the United States, then such security must have listed options on a recognized market in the United States or be eligible for listed‑options trading on a recognized options market in the United States, as measured annually during the ranking review process;

●

the issuer of the security may not have entered into a definitive agreement or other arrangement that would likely result in the security no longer being eligible;

●

the security must have an adjusted market capitalization equal to or exceeding 0.10% of the aggregate adjusted market capitalization of the NDX at each month-end. In the event that a company does not meet this criterion for two consecutive month-ends, it will be removed from the NDX effective after the close of trading on the third Friday of the following month;

●

the security that was added to the NDX as the result of a spin-off event has an adjusted market capitalization below 0.10% of the aggregated adjusted market capitalization of the NDX at the end of its second day of regular way trading as an NDX member; and

●

the issuer of the security may not have annual financial statements with an audit opinion that is currently withdrawn.