September 1, Total Yield Price/Tangible Book Value Ratio Price to Earnings Ratio Price to Free Cash Flow Ratio

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1 Pricing Supplement No. 190 to the Short Form Base Shelf Prospectus dated December 19, 2014 and the Prospectus Supplement thereto dated January 5, No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This pricing supplement together with the short form base shelf prospectus dated December 19, 2014 and the prospectus supplement dated January 5, 2015 to which it relates, as supplemented, and each document incorporated by reference into such prospectus, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The securities to be issued hereunder have not been, and will not be, registered under the United States Securities Act of 1933, as amended and, subject to certain exceptions, may not be offered, sold or delivered, directly or indirectly, in the United States of America or for the account or benefit of U.S. persons. September 1, 2015 The Bank of Nova Scotia Senior Notes (Principal at Risk Notes) Equity Linked Notes BNS SQoRE Canadian Large-Cap Notes, Series 1A and 1F Maximum $50,000,000 (500,000 Notes) Due October 2, 2020 Principal at Risk Notes The Bank of Nova Scotia (the Bank ) is offering up to $50,000,000 SQoRE Canadian Large-Cap Notes, Series 1A and Series 1F (the Notes ). The Notes are designed for investors who are seeking an investment product with exposure to the total return performance (i.e., capital appreciation or depreciation plus dividends and other cash distributions, if any) of a portfolio of large market capitalization Canadian equities selected using the Bank s proprietary multi-factor quantitative model, referred to as the Scotia Quantitative Rank for Equities ( SQoRE ) model (the Quantitative Model ). The Quantitative Model ranks the equity securities of the top 100 largest Canadian (TSX) listed issuers (based on market capitalization) (the Top 100 Issuers ) based on 16 factors grouped into one of four factor styles: value, growth, momentum and quality. The Quantitative Model does not rely on subjective judgment, and is applied consistently and objectively. On the first Exchange Business Day of each month (the Monthly Calculation Date ), the Quantitative Model ranks and re-weights the equity securities of the Top 100 Issuers based on the following criteria (the Ranking ): Value Factors Total Yield Price/Tangible Book Value Ratio Price to Earnings Ratio Price to Free Cash Flow Ratio Growth Factors Earnings Estimate Revisions Earnings Surprise 5-Year Earnings per Share Growth 5-Year Sales per Share Growth Momentum Factors Price Momentum Target Price Moving Average Volume Quality Factors Profit Margin Leverage Price Volatility Earnings Consensus The equity securities of the Top 100 Issuers are ranked by Scotia Capital Inc. based on the Ranking. Each issuer will receive sixteen criteria ranks in total and each criteria rank will have its own individual criteria weight. The Quantitative Model utilizes a non-linear weighting process that provides the highest weighting to the top ranked issuer and the lowest weighting to the bottom ranked issuer. The Quantitative Model takes the

2 arithmetic average of the sixteen criteria ranks and then awards each issuer an aggregate ranking (the SQoRE Rank ) from 1 to 100 with 1 being the highest ranking. The return on the Notes will reflect the total return performance over the 5 year term of a notional portfolio (the Notional Portfolio ) comprised of the equity securities (the Underlying Securities and each an Underlying Security ) of the issuers with a SQoRE Rank of between 1 and 30 (inclusive) (the Underlying Securities Issuers and each an Underlying Securities Issuer ). See Weighting Methodology in Appendix A. An Underlying Security will remain in the Notional Portfolio until its SQoRE Rank falls out of the top 30, at which time it will be replaced with the equity securities of the issuer with the next highest SQoRE Rank not already in the Notional Portfolio. The rankings generated by the Quantitative Model will be updated by the Calculation Agent on the Monthly Calculation Date, and any necessary adjustments will be subsequently made to the Notional Portfolio over the three subsequent Exchange Business Days. While the actual weightings of Underlying Securities in the Notional Portfolio may vary depending on market performance, the Notional Portfolio will be rebalanced back to its target weighting on a monthly basis. All dividends and other cash distributions declared payable on the Underlying Securities held in the Notional Portfolio will be notionally reinvested in additional Underlying Securities across the entire Notional Portfolio. See Valuation of the Notes. There will be no interest or other payments made during the term of the Notes. See Risk Factors. At maturity the Maturity Redemption Amount payable to each holder of Series 1A Notes will equal the Series 1A NAV per Note and the amount payable to each holder of Series 1F Notes will equal the Series 1F NAV per Note (subject in each case to a minimum principal repayment of $1.00 per Note). The Series NAV per Note will differ and will vary through the term and the Notional Portfolio Value will not be determinable before the Final Valuation Date. The Series NAV per Note reflects the deduction of fees and expenses associated with the offering and the management of the Notional Portfolio. If the value of the Notional Portfolio decreases or does not increase sufficiently investors will receive less than the amount they invested in the Notes and could lose some or substantially all of their investment in the Notes. See Suitability for Investment in this pricing supplement (the pricing supplement ). The Notional Portfolio is notional only, meaning the Underlying Securities in the Notional Portfolio will be used solely as a reference to calculate the Maturity Redemption Amount. An investment in the Notes does not represent a direct or indirect investment in the Underlying Securities comprising the Notional Portfolio, and investors do not have an ownership or any other interest (including voting rights or the right to receive dividends or distributions) in respect of such Underlying Securities. All actions (e.g., purchases, sales, liquidations, dividends and distributions) taken in connection with the Notional Portfolio are notional actions only. The Notes described in this pricing supplement will be delivered together with the Bank s short form base shelf prospectus dated December 19, 2014 establishing the Bank s senior (principal at risk) note program (the base shelf prospectus ) and a prospectus supplement, which generally describes equity and unit linked Notes that may be offered under such program, dated January 5, 2015 (the product supplement ). The Notes will not constitute deposits insured under the Canada Deposit Insurance Corporation Act. An investment in the Notes involves risks. The Notes are only appropriate investments for persons who understand the risks associated with structured products and derivatives. The Notes are considered to be specified derivatives under applicable Canadian securities laws. An investment in the Notes does not represent a direct or indirect investment in the Underlying Securities comprising the Notional Portfolio, and investors do not have an ownership or any other interest (including voting rights or the right to receive dividends or distributions) in respect of such securities. A purchaser of Notes will be exposed to fluctuations and changes in the levels of the Notional Portfolio of Underlying Securities to which the Notes are linked. Securities prices may be volatile and an investment linked to a Notional Portfolio may also be volatile. None PS190-2

3 of the Bank, the Investment Dealers or any of their respective affiliates, or any other person guarantees that investors in the Notes will receive an amount equal to their original investment or guarantees that any return will be paid on the Notes (subject to a minimum principal repayment of $1.00 per Note) at or prior to maturity. The Maturity Redemption Amount will depend on the total return performance of the Notional Portfolio. Since the Notes are not principal protected, it is possible that an investor could lose substantially all of his or her investment in the Notes (subject to a minimum principal repayment of $1.00 per Note). See Risk Factors. Price: $ per Note Minimum Subscription: $5,000 (50 Notes) Price to Public PS190-3 Investment Dealer Fees (2) Net Proceeds to the Bank Per Note Series 1A Note... $ $2.00 $98.00 Per Note Series 1F Note... $ Nil $ Total (1)... $50,000,000 $1,000,000 $49,000,000 (1) Reflects the maximum offering size for the Notes. There is no minimum amount of funds that must be raised under this offering. This means that the Bank could complete this offering after raising only a small proportion of the offering amount set out above. (2) A selling concession fee of $2.00 per Series 1A Note sold (or 2.00% of the Principal Amount) will be payable to the Investment Dealers for further payment to representatives employed by the Investment Dealers whose clients purchase the Notes. A fee of up to $0.15 per Note sold (or up to 0.15% of the Principal Amount) will be payable directly by the Bank to Manulife Securities Incorporated at closing for acting as an independent agent. The Series 1A Notes are intended for purchase within a regular investment account while the Series 1F Notes are available to investors who participate in programs that already charge a fee for the investment advice they are receiving rather than commissions on each transaction and who purchase the Notes under such programs. The decision to offer the Notes pursuant to this pricing supplement has been taken independently of any decision by the Bank to purchase common shares of the Underlying Securities Issuers in the primary or secondary market. Except with respect to any hedging activities in which the Bank engages with respect to its obligations under the Notes, any decision by the Bank to purchase the equity securities of the Underlying Securities Issuers in the primary or the secondary market will have been taken independently of the Bank s decision to offer the Notes pursuant to this pricing supplement. The Bank s employees involved in the structuring and the decision to offer the Notes are not privy to any non-public information regarding either primary or secondary market purchases of equity securities of the Underlying Securities Issuers made by the Bank in connection with any primary distribution made by the Underlying Securities Issuers. The expected estimated value of the Series 1A Notes as of the date of this pricing supplement is $98.00 per $ in Principal Amount, which is less than the price at which the Notes are being offered. The expected estimated value of the Series 1F Notes as of the date of this pricing supplement is $ per $ in Principal Amount. The actual value of the Notes at any given time will reflect a variety of factors, cannot be predicted with accuracy and may be less than the estimated value. The estimated value was determined by the Bank on the pricing date of the Notes and is not an indication of actual profit to the Bank or any of its affiliates. The estimated value of the Notes does not account for the Maintenance Fee (as defined in this pricing supplement) payable to the Bank. See Determination of Estimated Value, Risk Factors and Summary of Fees and Expenses Maintenance Fee. Prospectus for Notes and Capitalized Terms The Notes described in this pricing supplement will be issued under the Bank s senior (principal at risk) note program and will be unsecured and unsubordinated debt securities. The Notes are described in three separate

4 documents: (1) the base shelf prospectus, (2) the product supplement, and (3) this pricing supplement which contains the specific terms (including pricing information) about the Notes offered, all of which, collectively, constitute the prospectus in respect of such Notes. Each of these documents should be read and considered carefully before a purchaser makes an investment decision in respect of the Notes. See About this Prospectus for Notes in the base shelf prospectus. A copy of the prospectus for the Notes will be posted at Any capitalized terms used in this pricing supplement and not defined herein have the meaning ascribed to them in the product supplement or the base shelf prospectus, as the case may be. Documents Incorporated by Reference This pricing supplement is deemed to be incorporated by reference into the base shelf prospectus solely for the purpose of the Notes issued hereunder. Other documents are also incorporated or deemed to be incorporated by reference into the base shelf prospectus and reference should be made to the base shelf prospectus for full particulars. Any statement contained or contemplated in a document incorporated or deemed to be incorporated by reference in the base shelf prospectus or in this pricing supplement will be deemed to be modified or superseded for purposes of this pricing supplement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in the base shelf prospectus or in this pricing supplement modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this pricing supplement. Marketing Materials The marketing materials in respect of the Notes dated the date hereof and filed with the securities regulatory authorities in each province and territory of Canada are specifically incorporated by reference into this pricing supplement. Any additional marketing materials (as defined in National Instrument General Prospectus Requirements) filed with the securities commission or similar authority in each of the provinces and territories of Canada in connection with this offering on or after the date hereof but prior to the termination of the distribution of the Notes under this pricing supplement (including any amendments to, or an amended version of, the marketing materials) are deemed to be incorporated by reference herein. Any marketing materials are not part of this pricing supplement to the extent that the contents of the marketing materials have been modified or superseded by a statement contained in an amendment to this pricing supplement. Forward-looking Statements The Bank s public communications often include oral or written forward-looking statements. Statements of this type are included in this document, and may be included in other filings with Canadian securities regulators or the U.S. Securities and Exchange Commission, or in other communications. All such statements are made pursuant to the safe harbour provisions of the U.S. Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. Forward-looking statements may include, but are not limited to, statements made in this document, the Bank s 2014 Annual MD&A under the headings Overview Outlook, for Group Financial Performance Outlook, for each business segment Outlook and in other statements regarding the Bank s objectives, strategies to achieve those objectives, expected financial results (including those in the area of risk management), and the outlook for the Bank s businesses and for the Canadian, U.S. and global economies. Such statements are typically identified by words or phrases such as believe, expect, PS190-4

5 anticipate, intent, estimate, plan, may increase, may fluctuate, and similar expressions of future or conditional verbs, such as will, should, would and could. By their very nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, and the risk that predictions and other forward-looking statements will not prove to be accurate. Do not unduly rely on forward-looking statements as a number of important factors, many of which are beyond the Bank s control, could cause actual results to differ materially from the estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited to: the economic and financial conditions in Canada and globally; fluctuations in interest rates and currency values; liquidity; significant market volatility and interruptions; the failure of third parties to comply with their obligations to the Bank and its affiliates; the effect of changes in monetary policy; legislative and regulatory developments in Canada and elsewhere, including changes in tax laws; the effect of changes to the Bank s credit ratings; amendments to, and interpretations of, risk-based capital guidelines and reporting instructions and liquidity regulatory guidance; operational and reputational risks; the risk that the Bank s risk management models may not take into account all relevant factors; the accuracy and completeness of information the Bank receives on customers and counterparties; the timely development and introduction of new products and services in receptive markets; the Bank s ability to expand existing distribution channels and to develop and realize revenues from new distribution channels; the Bank s ability to complete and integrate acquisitions and its other growth strategies; changes in accounting policies and methods the Bank uses to report its financial condition and financial performance, including uncertainties associated with critical accounting assumptions and estimates (see Controls and Accounting Policies Critical accounting estimates in the 2014 Annual MD&A, as updated by quarterly reports); the effect of applying future accounting changes (see Controls and Accounting Policies Future accounting developments in the 2014 Annual MD&A, as updated by quarterly reports); global capital markets activity; the Bank s ability to attract and retain key executives; reliance on third parties to provide components of the Bank s business infrastructure; unexpected changes in consumer spending and saving habits; technological developments; fraud by internal or external parties, including the use of new technologies in unprecedented ways to defraud the Bank or its customers; increasing cyber security risks which may include theft of assets, unauthorized access to sensitive information or operational disruption; consolidation in the Canadian financial services sector; competition, both from new entrants and established competitors; judicial and regulatory proceedings; acts of God, such as earthquakes and hurricanes; the possible impact of international conflicts and other developments, including terrorist acts and war on terrorism; the effects of disease or illness on local, national or international economies; disruptions to public infrastructure, including transportation, communication, power and water; and the Bank s anticipation of and success in managing the risks implied by the foregoing. A substantial amount of the Bank s business involves making loans or otherwise committing resources to specific companies, industries or countries. Unforeseen events affecting such borrowers, industries or countries could have a material adverse effect on the Bank s financial results, businesses, financial condition or liquidity. These and other factors may cause the Bank s actual performance to differ materially from that contemplated by forward-looking statements. For more information, see the Risk Management section starting on page 65 of the 2014 Annual MD&A. Material economic assumptions underlying the forward-looking statements are set out in the 2014 Annual MD&A under the heading Overview Outlook, as updated by quarterly reports; and for each business segment Outlook. The Outlook sections in the 2014 Annual MD&A are based on the Bank s views and the actual outcome is uncertain. Readers should consider the above-noted factors when reviewing these sections. The preceding list of important factors is not exhaustive. When relying on forward-looking statements to make decisions with respect to the Bank and its securities, investors and others should carefully consider the preceding factors, other uncertainties and potential events. The Bank does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by or on its behalf, except as required under applicable securities laws. PS190-5

6 The Bank of Nova Scotia Senior Notes (Principal at Risk Notes) Equity Linked Notes BNS SQoRE Canadian Large-Cap Notes, Series 1A and 1F Maximum $50,000,000 (500,000 Notes) Due October 2, 2020 Principal at Risk Notes Issuer: Investment Dealers: Issue Size: Principal Amount: Issue Date: CUSIP: FundSERV Code: Issue Price: Maturity Date: Minimum Investment: Status/Rank: Credit Rating: The Bank of Nova Scotia (the Bank ) Scotia Capital Inc. and Manulife Securities Incorporated Manulife Securities Incorporated, a dealer to which the Bank is neither related nor connected, participated in the due diligence activities performed by the Investment Dealers in respect of the offering, but did not participate in the structuring and pricing of the offering or the preparation of, or review the calculation of, the estimated value of the Notes. See Plan of Distribution in the base shelf prospectus. Maximum $50,000,000 (500,000 Notes). The Bank reserves the right to change the maximum Issue Size in its sole and absolute discretion. $ per Note ( Principal Amount ). The Notes will be issued on or about October 2, 2015, or such other date as may be agreed between the Bank and the Investment Dealers. Series 1A Notes: DY6 Series 1F Notes: DZ3 Series 1A Notes: SSP500. Series 1F Notes: SSP % of the Principal Amount. October 2, 2020 (approximately a 5 year term) (the Maturity Date ). See Description of Equity and Unit Linked Notes Maturity Date and Description of Equity and Unit Linked Notes Amounts Payable in the product supplement. $5,000 (50 Notes) The Notes will be direct unsecured and unsubordinated obligations of the Bank and will rank equally with all other present and future unsecured and unsubordinated indebtedness of the Bank, subject to certain priorities under applicable law. The Notes have not been and will not be rated by any credit rating organization. As of the date of this pricing supplement, the Bank s senior deposit liabilities were rated AA by DBRS Limited, A+ by Standard & Poor s, AA by Fitch Ratings and Aa2 by Moody s Investors Services Inc. There can be no assurance that if the Notes were specifically rated by these rating agencies that they would have the same rating as the other deposit liabilities of the Bank. A rating is not a recommendation to buy, sell or hold investments, and may be PS190-6

7 subject to revision or withdrawal at any time by the relevant rating agency. Quantitative Model and the SQoRE Rank: The Quantitative Model was originally developed by Scotia Capital Inc. in 2013 in order to complement recommendations provided by Scotiabank Global Banking and Markets Equity Research analysts. The Quantitative Model ranks the equity securities of the top 100 largest Canadian (TSX) listed issuers (based on market capitalization) (the Top 100 Issuers ) based on 16 factors grouped into one of four factor styles: value, growth, momentum and quality. The Quantitative Model inherently assumes these 16 factors are the best indicators of the total return potential for an individual equity security. The Quantitative Model does not favour any one Ranking over another. The Quantitative Model does not rely on subjective judgment, and is applied consistently and objectively. On the first Exchange Business Day of each month, the Quantitative Model ranks and reweights the equity securities of the Top 100 Issuers based on the following criteria (the Ranking ): Value Factors Total Yield Price/Tangible Book Value Ratio Price to Earnings Ratio Price to Free Cash Flow Ratio Growth Factors Earnings Estimate Revisions Earnings Surprise 5-Year Earnings per Share Growth 5-Year Sales per Share Growth Momentum Factors Price Momentum Target Price Moving Average Volume Quality Factors Profit Margin Leverage Price Volatility Earnings Consensus The equity securities of the Top 100 Issuers are ranked by Scotia Capital Inc. based on the Ranking and then awarded an aggregate SQoRE Rank from 1 to 100. Top-ranked equity securities are those that combine the best value, growth, momentum and quality factors. On the Monthly Calculation Date, the Calculation Agent will update the relative rankings for each individual Ranking. The issuer that most strongly exhibits a given Ranking will be assigned a criteria rank of 1 while the issuer that least strongly exhibits a given Ranking will be assigned a criteria rank of 100. For example, the issuer among the Top 100 Issuers with the highest profit margin will be assigned a criteria rank of 1 and the issuer with the lowest profit margin will be assigned a criteria rank of 100. Each issuer will receive sixteen criteria ranks in total, one in respect of each of the Ranking. The Quantitative Model takes the arithmetic average of the sixteen criteria ranks and then awards each issuer an aggregate SQoRE Rank from 1 to 100. The highest scoring issuer is the issuer that will have the lowest arithmetic average and will receive a SQoRE Rank of 1. The lowest scoring issuer will have the highest arithmetic average and will receive a SQoRE Rank of 100. See Summary Information Regarding the Quantitative Model in Appendix A. Notional Portfolio: The notional portfolio (the Notional Portfolio ) will be comprised of the equity securities (the Underlying Securities and each an Underlying Security ) of the issuers with a SQoRE Rank of between 1 and 30 (inclusive) (the Underlying Securities Issuers and each an Underlying Securities Issuer ). Underlying Securities with a higher SQoRE Rank will be PS190-7

8 overweighted in the Notional Portfolio and the Underlying Securities with a lower SQoRE Rank will be underweighted, using a non-linear process. See Weighting Methodology in Appendix A. An amount equal to $98.00 per Series 1A Note and $ per Series 1F Note (in each case, the amount invested is equal to the Principal Amount less the Investment Dealer Fee, if any) per Note will be invested in the Notional Portfolio on the Issue Date. See Summary of Fees and Expenses. The initial notional acquisition of the Underlying Securities that will be included in the Notional Portfolio on the Issue Date will be made at the average of the Closing Price of the Underlying Securities for the Issue Date and the subsequent two Exchange Business Days. The Underlying Security rankings will be updated on the Monthly Calculation Date. Underlying Securities will remain in the Notional Portfolio until their SQoRE Rank falls out of the top 30, at which time they will be replaced with the equity securities of the issuer with the next highest SQoRE Rank not already in the Notional Portfolio. Where an Underlying Security requires replacement, the replacement Underlying Security will be notionally purchased at a price equal to the average of the Closing Price for the three Exchange Business Days following the completion of the Monthly Calculation Date. The Underlying Security being replaced will be notionally sold at a price equal to the average of the Closing Price for the three Exchange Business Days following the completion of the Monthly Calculation Date. The final notional disposition of the Underlying Securities in the Notional Portfolio to determine the Maturity Redemption Amount will be made at the average of the applicable Closing Price during the three Exchange Business Days up to and including the Final Valuation Date. All dividends and other cash distributions declared payable on the Underlying Securities held in the Notional Portfolio will be notionally reinvested in additional Underlying Securities across the Notional Portfolio. See Valuation of the Notes. Underlying Securities: The Notes will provide exposure to the total return performance (i.e., capital appreciation or depreciation plus dividends and other cash distributions, if any) of the Notional Portfolio of Underlying Securities selected based on the output of the Quantitative Model. This pricing supplement has been prepared for the sole purpose of assisting prospective investors in making an investment decision in respect of the Notes. This pricing supplement relates only to the Notes and does not relate to the Underlying Securities or Underlying Securities Issuers. Additional information relating to the Underlying Securities Issuers can be found on or other publicly available sources. Neither the Bank, the Investment Dealers, nor any investment dealer, broker or agent selling the Notes assumes any responsibility for the accuracy or completeness of such information or for any material contained on the website of the Underlying Securities Issuers, or under their respective profiles at Prospective investors are urged to conduct their own independent investigation of the Underlying Securities Issuers prior to making any investment decision with respect to the Notes. The Bank has not performed any due diligence investigation or review of the Underlying Securities Issuers. Closing Price: The Closing Price means, in respect of an Underlying Security, on any day, the official closing price for that Underlying Security as announced by the relevant Exchange, provided that, if on or after the Issue Date such Exchange materially changes the time of day at which such official closing price is determined, the Calculation Agent may thereafter deem the Closing Price to be the price of that Underlying Security as of the time of day used by such Exchange PS190-8

9 to determine the official closing price prior to such change. Monthly Calculation Date: Removal of Securities from the Notional Portfolio: The first Business Day of each month (the Monthly Calculation Date ), provided that if such day is not an Exchange Business Day, then the Monthly Calculation Date will be the following Exchange Business Day, subject to the occurrence of a Market Disruption Event. On the Monthly Calculation Date, the Calculation Agent will update the Underlying Securities ranking to determine whether any Underlying Securities need to be removed from the Notional Portfolio. An Underlying Security will remain in the Notional Portfolio until its SQoRE Rank falls out of the top 30, at which time it will be replaced with the equity securities of the issuer with the next highest SQoRE Rank not already in the Notional Portfolio. Where an Underlying Security requires replacement, the replacement Underlying Security will be notionally purchased at a price equal to the average of the Closing Price for the three Exchange Business Days following the completion of the Monthly Calculation Date. The Underlying Security being replaced will be notionally sold at a price equal to the average of the Closing Price for the three Exchange Business Days following the completion of the Monthly Calculation Date. Rebalancing the Notional Portfolio: No Payments Until Maturity: Final Valuation Date: Valuation of the Notes: The Notional Portfolio will be rebalanced back to target weights on a monthly basis. Any Underlying Securities to be removed from the Notional Portfolio will be notionally sold at a price equal to the average of the Closing Price for the three Exchange Business Days following the completion of the Monthly Calculation Date. Any Underlying Securities to be added to the Notional Portfolio will be notionally acquired at a price equal to the average of the Closing Price for the three Exchange Business Days following the completion of the Monthly Calculation Date. See Weighting Methodology in Appendix A. No distributions will be payable by the Bank on the Notes. All dividends and/or distributions declared payable on any Underlying Security held in the Notional Portfolio will be notionally reinvested in additional Underlying Securities of the Notional Portfolio. The second Business Day prior to the Maturity Date, provided that if such day is not an Exchange Business Day, then the Final Valuation Date will be the immediately preceding Exchange Business Day, subject to the occurrence of a Market Disruption Event. The Series Net Asset Value (the Series NAV ) per Note on any Exchange Business Day will be the Notional Portfolio Value for the relevant series of Notes less any fees and expenses for the relevant Notes divided by the number of Series 1A Notes or Series 1F Notes, as applicable, outstanding on such Exchange Business Day. On any given day, the Notional Portfolio Value will be calculated by the Calculation Agent and will be equal to the sum of the products obtained by multiplying the Closing Price of the Underlying Securities in the Notional Portfolio by the corresponding Number of Shares of the relevant Underlying Security for the relevant Series of Notes. The Number of Shares for the Series 1A Notes shall be equal to the number of shares of the Underlying Securities notionally held in the Notional Portfolio at the relevant time, as purchased by the Calculation Agent using the portion of the Net Proceeds to the Bank attributable to the Series 1A Notes. The Number of Shares for the Series 1F Notes shall be equal to the number of Underlying Securities notionally held in the Notional Portfolio at the relevant time, as purchased by the Calculation Agent using the portion of the Net Proceeds to the Bank attributable to the Series 1F Notes. The relevant Number of Shares will be adjusted to reflect the reinvestment of any dividends or other distributions payable on the Underlying PS190-9

10 Securities. Only shares of Underlying Securities held in the Notional Portfolio as of their respective dividend record dates will be eligible for reinvestment in the Notional Portfolio. The reinvestment of any dividends or distributions will be reinvested in shares of the Notional Portfolio on the applicable distribution date and will increase the Number of Shares in the Notional Portfolio by adjusting the Number of Shares proportionally to the amount of such distribution relative to the post distribution Closing Price of the Underlying Securities in the Notional Portfolio on the dividend or distribution date. If the applicable distribution date occurs during the three Exchange Business Days following the Monthly Calculation Date, the amount of dividends reinvested will be proportionally adjusted to account for the potential removal of securities and rebalancing of the Notional Portfolio. The Maintenance Fee for the relevant Series of Notes will accrue daily and be satisfied quarterly by liquidating a pro rata (based on their then current weighting in the Notional Portfolio) number of shares notionally included in the Notional Portfolio, thereby reducing the number of Underlying Securities in the Notional Portfolio and therefore the Notional Portfolio Value, the Maturity Redemption Amount and any potential Variable Return. Variable Return: Series 1A Notes: the difference between the Series 1A NAV per Note and the Principal Amount. Series 1F Notes: the difference between the Series 1F NAV per Note and the Principal Amount. Maturity Redemption Amount: The amount payable on the Notes at maturity (the Maturity Redemption Amount ) will be calculated by the Calculation Agent on the Final Valuation Date as follows: Series 1A Notes: The greater of (i) the Series 1A NAV per Note, and (ii) $1.00. Series 1F Notes: The greater of (i) the Series 1F NAV per Note, and (ii) $1.00. The Maturity Redemption Amount may be less than the Principal Amount invested by an investor. All dollar amounts will be rounded to the nearest whole cent. See Appendix A to this pricing supplement for summary information regarding the Quantitative Model. See Appendix B to this pricing supplement for sample calculations of the Maturity Redemption Amount. Quantitative Analyst: Determination of Estimated Value: The Quantitative Model was developed by and is currently overseen by Vincent Delisle, CFA. Mr. Delisle joined Scotiabank in 2004 and heads the Scotiabank Global Banking and Markets (GBM) Portfolio and Quantitative Strategy Group. His team uses macroeconomic data, market fundamentals, and quantitative models to optimize asset mix, global equity allocation, and sector strategy. The Scotiabank GBM Portfolio and Quantitative Strategy group also manages three equity model portfolios. Prior to joining Scotiabank, Mr. Delisle worked at another broker as head strategist. The Notes are debt securities, the return on which is linked to the performance of the Notional Portfolio. In order to satisfy its payment obligations under the Notes, the Bank may choose to enter into certain hedging arrangements (which may include call options, put options or other derivatives) on the Issue Date with Scotia Capital Inc. or one of the Bank s other subsidiaries, or with a third party, but is under no obligation to do so. The terms of any such hedging arrangements would, if entered into, take into account a number of factors, PS190-10

11 including the creditworthiness of the Bank, interest rate movements, the volatility of the Notional Portfolio, and the tenor of the Notes. The Issue Price of the Notes also reflects the selling concession fee payable to the Investment Dealers and the Bank s expected profit (which may or may not be realized) based on an estimate of costs the Bank may incur in creating, issuing, maintaining and potentially hedging its obligations under the Notes. These factors result in the estimated value for the Notes on the date of this pricing supplement being less than the Issue Price of the Notes. The estimated value of the Notes does not account for the Maintenance Fee payable to the Bank. See Risk Factors and Summary of Fees and Expenses Maintenance Fee. The Bank has adopted written policies and procedures for determining the estimated initial value of the Notes which include: (i) the methodologies used for valuing each type of component embedded in the Notes, (ii) the methods by which the Bank will review and test valuation to assess the quality of the prices obtained as well as the general functioning of the valuation process, and (iii) conflicts of interest. Listing and Secondary Market: The Notes will not be listed on any exchange or marketplace. Scotia Capital Inc. will use reasonable efforts under normal market conditions to provide a daily secondary market for the sale of the Notes through the FundSERV network but reserves the right to elect not to do so in the future, in its sole and absolute discretion, without prior notice to investors. See Risk Factors Relating to the Secondary Market in the product supplement and Secondary Market for Notes in the base shelf prospectus. Investors choosing to sell their Notes in a secondary market (if any such secondary market exists at such time) prior to the Maturity Date may receive a price that is less than the Maturity Redemption Amount on the Final Valuation Date. The bid price for the Notes, which will be based primarily on the Series NAV per Note, at any time may also be influenced by, among other things: (i) how much the value of the Notional Portfolio has risen or fallen since the Issue Date; and (ii) a number of other complex and interrelated factors, including: supply and demand for the Notes; interest rates in the market; the time remaining to the Maturity Date; the creditworthiness of the Bank; and economic, financial, political, regulatory or judicial events that affect the Underlying Securities and the Underlying Securities Issuers, the market price of the Underlying Securities that are included in the Notional Portfolio or factors that affect stock markets generally. The effect of any one factor may be offset or magnified by the effect of another factor. The sale of a Note in a secondary market (if any such secondary market exists at such time) prior to the Maturity Date will be effected at a price equal to (i) the bid price on the sale date, less (ii) any applicable Early Trading Charge, less (iii) any transaction charges that may or may not be levied by the relevant selling agent. See Summary of Fees and Expenses Early Trading Charge. Notes may in certain circumstances be transferable through CDS and not the FundSERV network. There is no guarantee that the bid price at any time will be the highest possible price available in any secondary market for the Notes, and the actual price received by an investor and the selling terms for such secondary market sales may be varied by the relevant selling agent. Special Circumstances: See Special Circumstances in the product supplement for a description of certain special circumstances, including a Market Disruption Event, which may result in an adjustment to the calculation or timing of the Series NAV per Note, the Monthly Calculation Date, the removal of securities and rebalancing of the Notional Portfolio, and of the payment due on the Notes. PS190-11

12 Extraordinary Event and Substitution Event: Extraordinary Event Determination of the Series NAV per Note or value of an Underlying Security may be postponed, or the Bank can accelerate determination of the Series NAV per Note and repay the Notes in full prior to their maturity, in certain circumstances. If an Extraordinary Event occurs then the Calculation Agent may, but is not required to, make such adjustments to any payment or other term of the Notes as it determines to be appropriate, acting in good faith, to account for the economic effect of such event on the Notes and determine the effective date of any such adjustment as outlined in the product supplement. See Special Circumstances Extraordinary Event in the product supplement. In addition to the Extraordinary Events outlined in the product supplement, the determination by the Calculation Agent of the occurrence of any of the following events shall also constitute an Extraordinary Event: (i) (ii) Scotia Capital Inc. announces that it will make a material change in the formula for or the methodology used in determining the Ranking or there is any other material change to the Quantitative Model such that it is determined, in the sole and absolute discretion of the Calculation Agent, that the Quantitative Model can no longer meet the investment objectives of the Notes; or Scotia Capital Inc. cancels or discontinues the rankings determined using the Quantitative Model. Substitution Event Upon the determination by the Calculation Agent that a Substitution Event has occurred in respect of an Underlying Security or Underlying Securities in the Notional Portfolio (each a Deleted Underlying Security and collectively the Deleted Underlying Securities ), the following will apply, effective on a date no later than the Substitution Date: (i) (ii) (iii) such Deleted Underlying Security will be notionally sold from the Notional Portfolio and the proceeds from such disposition will be used to notionally purchase the highest ranked equity security not already in the Notional Portfolio as determined by the Quantitative Model (the Replacement Underlying Security ); the Deleted Underlying Security will not be an Underlying Security in the Notional Portfolio and the issuer of such Replacement Underlying Security will be an Underlying Security Issuer in respect of such Replacement Underlying Security; and the Calculation Agent will determine the applicable values for both the Deleted Underlying Security and the Replacement Underlying Security based on the most recent Closing Price available. Upon choosing a Replacement Underlying Security, the Calculation Agent will promptly give details of such substitution and brief details of the Substitution Event to holders by posting such details at Calculation Agent: Eligibility for Investment: Additional Tax Scotia Capital Inc. Eligible for RRSPs, RRIFs, RESPs, RDSPs, DPSPs and TFSAs. See Eligibility for Investment in Appendix C of this pricing supplement. This income tax summary is subject to the limitations and qualifications set out under the PS190-12

13 Information: heading Certain Canadian Federal Income Tax Considerations in Appendix C. Resident Initial Investors Subject to the CRA s review referred to below, a Resident Initial Investor should not be required to include amounts in income in respect of a Note prior to the determination of: (i) the Maturity Redemption Amount payable on the Note at maturity, or (ii) an Accelerated Payment upon the occurrence of an Extraordinary Event. Absent the occurrence of an Extraordinary Event, a Resident Initial Investor will be required to include in its income for the taxation year in which the Notes are redeemed by the Bank, the amount, if any, by which the Maturity Redemption Amount exceeds the Principal Amount of the Notes to the extent that such excess was not included in the Resident Initial Investor s income for a preceding taxation year. If the Maturity Redemption Amount is less than the Principal Amount of the Notes, the Resident Initial Investor will generally realize a capital loss on the redemption of the Notes. Although not free from doubt, except in circumstances where the Maturity Redemption Amount or an Accelerated Payment (as applicable) has been determined, a Resident Initial Investor who disposes of, or is deemed to dispose of, a Note should, subject to the CRA s review noted below, realize a capital gain (or capital loss) to the extent that the proceeds of disposition exceed (or are less than) the aggregate of the Resident Initial Investor s adjusted cost base of the Note and any reasonable costs of disposition. The CRA is reviewing whether the existence of a secondary market for obligations such as the Notes should be taken into consideration in determining the income tax treatment to holders of a linked-debt obligation in such circumstances. There can be no assurance that the administrative policies or assessing practices of the CRA upon completion of their review will be consistent with the absence of a requirement to accrue interest in respect of a potential Maturity Redemption Amount in respect of the Notes or with the characterization of proceeds received on the disposition of the Notes on capital account. Resident Initial Investors who dispose of Notes prior to the Maturity Date, including Resident Initial Investors who dispose of Notes shortly prior to the Final Valuation Date, should consult their tax advisors with respect to their particular circumstances. Non-Resident Initial Investors A Non-Resident Initial Investor should not be subject to Canadian non-resident withholding tax in respect of amounts paid or credited or deemed to have been paid or credited by the Bank as, on account of or in lieu of payment of, or in satisfaction of, interest. Prospective investors who are non-residents of Canada should consult their own tax advisors as to the tax consequences to them of acquiring, holding and disposing of Notes. Performance Disclosure: Suitability for Investment: Ongoing information about the Notional Portfolio, Underlying Securities and the performance of the Notes will be available on the Bank s structured products website ( Investors should independently determine, with their own advisors, whether an investment in the Notes is suitable for them having regard to their own investment objectives and expectations. The Notes may be suitable for: investors who are seeking a medium-term investment and who have an investment strategy consistent with the features of the Notes; PS190-13

14 investors seeking the opportunity for an enhanced return over other traditional equity or fixed rate investments and who are prepared to assume the risks associated with an investment linked to performance of a portfolio of Underlying Securities determined by the Quantitative Model; investors seeking exposure to the large market capilization segment of the Canadian equity markets; investors who are comfortable with the return on the Notes being linked to a set of quantitative factors as opposed to broad index based returns or single stock returns; investors willing to assume the risk of losing substantially all of their investment (subject to a minimum principal repayment of $1.00 per Note); and investors who have carefully considered the risks associated with an investment in the Notes. Risk Factors: Risk factors relating to the Notes include but are not limited to the following: the objective nature of the Quantitative Model could result in the Notional Portfolio favouring sectors that demonstrate the Quantitative Model s desired characteristics, thus reducing overall diversification; under certain market conditions, some or all of the Ranking may lose their predictive power. The Quantitative Model is not designed to mimic or outperform any particular index and accordingly may not perform better than any particular index, whether in periods of positive or negative market conditions; Scotia Capital Inc. and its affiliates may make commercial decisions in respect of the Quantitative Model, including a change in its formula or methodology, without taking into account the effect of that change on the amount payable on the Notes at Maturity, and those changes could in certain circumstances, result in the accelerated repayment of the Maturity Redemption Amount upon a Special Circumstance; there may be no return payable on the Notes at maturity. There will be no interest or other payments made during the term of the Notes and there can be no assurance that the return generated by the Notional Portfolio, measured from the Issue Date to the Final Valuation Date, will exceed the applicable upfront and ongoing fees and expenses; if the total return performance of the Underlying Securities measured from the Issue Date to the Final Valuation Date is negative, or less than the applicable upfront and ongoing fees and expenses, an investor will sustain a loss equal to the total return performance (which could be substantial) on his or her investment in the Notes, less any applicable upfront and ongoing fees (subject to a minimum principal repayment of $1.00 per Note); the Notes have not been rated and will not be insured by the Canada Deposit Insurance Corporation or any other entity and therefore the payment to investors will be dependent upon the financial health and creditworthiness of the Bank; subsidiaries of the Bank (including Scotia Capital Inc.) and the Investment Dealers have published, and in the future expect to publish, research reports with respect to PS190-14