AMENDMENT NO. 1. Summary of Changes

Transcription

1 AMENDMENT NO. 1 Dated March 17, 2011 to the Annual Information Form dated December 17, 2010 offering Class A, Class F, Class I, Premium Class, Manager Class and Advisor Class units (as noted) of Scotia T-Bill Fund (Class A units) Scotia Premium T-Bill Fund (Class A units) Scotia Money Market Fund (Class A, Class I, Premium Class, Manager Class and Advisor Class units) Scotia U.S. $ Money Market Fund (Class A Units) Scotia Short Term Bond Fund (Manager Class units) Scotia Short-Mid Government Bond Fund (Class I and Manager Class units) Scotia Mortgage Income Fund Scotia Bond Fund (Class A and Class I units) Scotia Canadian Income Fund (Class A, Class F, Class I, Manager Class and Advisor Class units) Scotia Canadian Corporate Bond Fund (Class I and Manager Class units) Scotia U.S. $ Bond Fund (Class A and Class F units) Scotia Global Bond Fund Scotia Advantaged Income Fund (Manager Class units) Scotia Diversified Monthly Income Fund (Class A, Class F and Advisor Class units) Scotia Canadian Balanced Fund (Class A and Class F units) Scotia Canadian Dividend Income Fund (Class A and Class I units) Scotia Canadian Dividend Fund (Class A, Class F, Class I, Manager Class and Advisor Class units) Scotia Canadian Blue Chip Fund Scotia Canadian Equity Fund (Class I and Manager Class units) Scotia Canadian Growth Fund (Class A, Class F, Class I and Advisor units) Scotia Canadian Small Cap Fund (Class A, Class F, Class I and Manager Class units) Scotia Resource Fund Scotia North American Equity Fund (Manager Class units) Scotia Cyclical Opportunities Fund (Manager Class units) Scotia U.S. Equity Fund (Class I and Manager Class units) Scotia U.S. Blue Chip Fund (formerly Scotia U.S. Growth Fund) Scotia U.S. Value Fund Scotia International Equity Fund (Class I and Manager Class units) Scotia International Value Fund (Class A, Class F, Class I and Advisor Class units) Scotia Pacific Rim Fund Scotia Global Small Cap Fund Scotia Global Opportunities Fund (Class A, Class F, Class I and Advisor Class units) Scotia CanAm Index Fund (Class A and Class F units) Scotia Nasdaq Index Fund (Class A and Class F units) (the Funds ) The annual information form dated December 17, 2010 (the Annual Information Form ) relating to the offering of Class A, Class F, Class I, Premium Class, Manager Class and Advisor Class units (as noted) of the Funds is hereby amended as set out below. All defined terms have the meanings ascribed to them in the Annual Information Form unless specifically defined in this Amendment No. 1. Summary of Changes On February 1, 2011, the Bank of Nova Scotia ( Scotiabank ) completed the acquisition of approximately 97% of the securities of DundeeWealth Inc. and on March 9, 2011, it completed the acquisition of the remaining common shares. As a result, the disclosure of affiliated entities is amended.

2 - 2 - Effective March 7, 2011, the name of Scotia U.S. Growth Fund was changed to Scotia U.S. Blue Chip Fund. Effective March 8, 2011, SAM replaced Goodman & Company, Investment Management Ltd. ( Goodman & Company ) as portfolio advisor to Scotia U.S. Value Fund, Pzena Investment Management, LLC as portfolio advisor to Scotia International Value Fund, TCW Investment Management Company as portfolio advisor to Scotia Pacific Rim Fund, GlobeFlex Capital, L.P. as portfolio advisor to Scotia Global Small Cap Fund and Thornburg Investment Management, Inc. as portfolio advisor to Scotia Global Opportunities Fund. Effective March 8, 2011, Goodman & Company was appointed the sub-advisor to Scotia Global Opportunities Fund, Scotia International Value Fund, Scotia Global Small Cap Fund, Scotia Pacific Rim Fund, Scotia Canadian Blue Chip Fund, Scotia Canadian Growth Fund, Scotia Canadian Small Cap Fund, Scotia U.S. Blue Chip Fund, Scotia Resource Fund and Scotia U.S. Value Fund. Effective March 16, 2011 State Street Global Advisors, Ltd. replaces SAM as portfolio advisor to Scotia CanAm Index Fund and Scotia Nasdaq Index Fund. Effective on or about March 29, 2011, Goodman & Company will be appointed the sub-advisor to Scotia Money Market Fund, Scotia U.S. $ Money Market Fund, Scotia T-Bill Fund, Scotia Premium T-Bill Fund, Scotia Short-Mid Government Bond Fund, Scotia Short Term Bond Fund, Scotia Bond Fund, Scotia U.S $ Bond Fund, Scotia Canadian Corporate Bond Fund, Scotia Canadian Income Fund, Scotia Mortgage Income Fund, Scotia Global Bond Fund, Scotia Advantaged Income Fund, Scotia Diversified Monthly Income Fund, Scotia Canadian Balanced Fund, Scotia Canadian Dividend Income Fund, Scotia Canadian Dividend Fund, Scotia Canadian Equity Fund, Scotia North American Equity Fund, Scotia U.S. Equity Fund and Scotia Cyclical Opportunities Fund. Change to Fund Name The Annual Information Form is amended as set out below. 1. The reference to Scotia U.S. Growth Fund on the front cover is deleted and replaced with Scotia U.S. Blue Chip Fund (formerly Scotia U.S. Growth Fund ). 2. The first line in paragraph 28 under the heading Names and Formation of the Funds is deleted and replaced with the following: Scotia U.S. Blue Chip Fund ( U.S. Blue Chip Fund ) Prior to March 7, 2011, this Fund was named Scotia U.S. Growth Fund. 3. All references in the Annual Information Form to Scotia U.S. Growth Fund are revised to read Scotia U.S. Blue Chip Fund and all references to U.S. Growth Fund are revised to read U.S. Blue Chip Fund. Changes in Portfolio Advisors and Sub-advisor The Annual Information Form is amended as set out below. 1. Effective March 8, 2011, the list of directors and officers of SAM under the heading How the Funds are Managed and Administered - Officers and Directors of the General Partner of Scotia Asset Management L.P. is amended by deleting Cameron Winser.

3 Effective March 8, 2011, the first paragraph under the sub-heading How the Funds are Managed and Administered - The Portfolio Advisors is amended by deleting all references to, and disclosure relating to GlobeFlex Capital, L.P. ( GlobeFlex ), Metropolitan West Capital Management, LLC ( Metropolitan West ) and Pzena Investment Management, LLC ( Pzena ). 3. Effective March 8, 2011, the second paragraph under the heading How the Funds are Managed and Administered - The Portfolio Advisors is deleted. 4. The disclosure under the heading How the Funds are Managed and Administered - The Portfolio Advisors is amended as set out below. (a) Effective, March 8, 2011, the third paragraph is deleted and replaced with the following: Pursuant to the Management Agreement dated February 14, 2005, as assigned from Scotia Securities Inc. to SAM on November 1, 2009, SAM acts as portfolio advisor to the T-Bill Fund, Premium T-Bill Fund, Money Market Fund, U.S. Money Market Fund, Short Term Bond Fund, Government Bond Fund, Mortgage Income Fund, Bond Fund, Income Fund, Corporate Bond Fund, U.S. Bond Fund, Global Bond Fund, Advantaged Income Fund, Monthly Income Fund, Balanced Fund, Dividend Income Fund, Dividend Fund, Canadian Blue Chip Fund, Canadian Equity Fund, Canadian Growth Fund, Small Cap Fund, Resource Fund, North American Equity Fund, Cyclical Fund, U.S. Equity Fund, U.S. Blue Chip Fund, U.S. Value Fund, International Value Fund, Pacific Rim Fund, Global Small Cap Fund and Global Opportunities Fund. In addition, SAM is the portfolio advisor to the Scotia Partners Portfolios and the Scotia Selected Portfolios. The individuals providing advice are as follows: (b) (c) Effective March 8, 2011, the list of individuals providing advice for SAM is amended by deleting Cameron Winser. Effective on or about March 29, 2011, the list of individuals providing advice for SAM is deleted and replaced with the following: Current Title Length of Service with portfolio advisor Principal occupation in the last 5 years Wes Mills Chief Investment Officer 17 years From March 2011 to present - Chief Investment Officer, SAM March 2011 Managing Director, Equities, SAM From September 2008 to November 2009 Managing Director, Equities, Scotia Cassels Investment Counsel Limited From June 2006 to September 2008 Managing Director, Private Client, Scotia Cassels Investment Counsel Limited From November 2002 to June 2006 Director, Private Client, Scotia Cassels Investment Counsel Limited

4 - 4 - (d) (e) (f) (g) Effective March 8, 2011, all disclosure relating to GlobeFlex, Metropolitan West, Goodman & Company and Pzena are deleted. Effective March 16, 2011, the paragraph preceding the list of individuals providing advice at State Street is amended by adding CanAm Index Fund and Nasdaq Index Fund. Effective March 8, 2011, the paragraph preceding the list of individuals providing portfolio management at Thornburg is amended by deleting Global Opportunities Fund ; The following is added is added prior to the last paragraph: The Sub-advisor Pursuant to an Amended and Restated Sub-Advisor Agreement dated March 7, 2011, Goodman & Company, Investment Counsel Ltd. ( Goodman & Company ) is the subadvisor to the Global Opportunities Fund, International Value Fund, Global Small Cap Fund, Pacific Rim Fund, Canadian Blue Chip Fund, Canadian Growth Fund, Small Cap Fund, U.S. Blue Chip Fund, Resource Fund and U.S. Value Fund. Effective on or about March 29, 2011, Goodman & Company will be appointed the sub-advisor to the Money Market Fund, U.S. Money Market Fund, T-Bill Fund, Premium T-Bill Fund, Government Bond Fund, Short Term Bond Fund, Bond Fund, U.S. Bond Fund, Corporate Bond Fund, Income Fund, Mortgage Income Fund, Global Bond Fund, Advantaged Income Fund, Monthly Income Fund, Balanced Fund, Dividend Income Fund, Dividend Fund, Canadian Equity Fund, North American Equity Fund, U.S. Equity Fund and Cyclical Opportunities Fund. Goodman & Company has the authority, subject to the direction of SAM, to give instructions to purchase and sell securities of the Funds in accordance with their respective objectives and restrictions. Goodman & Company, a wholly owned subsidiary of DundeeWealth Inc., is a Canadian asset management company with $45.9 million of assets under management. Scotiabank, the parent of the Manager, is also a significant securityholder of DundeeWealth Inc. The individuals providing advice are as follows: and Fund Mandate Romas Budininkas Scotia Bond Fund Scotia T-Bill Fund Scotia Premium T-Bill Fund Scotia Canadian Income Fund Robert Cohen Scotia Resource Fund (Co-Manager) Current Title Length of Service with portfolio advisor (or an affiliated entity) Principal occupation in the last 5 years 20 years Joined Goodman & Company March 2011 Managing Director, Fixed Income Investments, SAM From March 2003 to November 2009 Managing Director, Fixed Income Investments, Scotia Cassels Investment Counsel Limited 13 years Joined Goodman & Company in January 1998

5 - 5 - and Fund Mandate Adam Donsky Scotia Canadian Blue Chip Fund Scotia U.S. Blue Chip Fund Britt Doherty Scotia Canadian Dividend Fund David L. Fingold Scotia Global Opportunities Fund Scotia U.S. Value Fund Bill Girard Scotia Money Market Fund Scotia U.S. $ Money Market Fund Scotia Canadian Corporate Bond Fund Shane Jones Scotia Diversified Monthly Income Fund Scotia Canadian Dividend Income Fund Current Title Length of Service with portfolio advisor (or an affiliated entity) Principal occupation in the last 5 years 7 years Joined Goodman & Company in February years Joined Goodman & Company March 2011 Senior Portfolio Manager, Canadian Equities, SAM From May 2003 to November 2009 Senior, Canadian Equities, Scotia Cassels Vice-President and Investment Counsel Limited 9 years Joined Goodman & Company in January years Joined Goodman & Company March 2011 Director, Fixed Income Credit, SAM From October 2003 to November 2009 Director, Fixed Income Credit, Scotia Cassels Investment Counsel Limited 4 years Joined Goodman & Company March 2011 Managing Director and Head, Equities, SAM From September 2008 to November 2009 Managing Director and Head, Equities, Scotia Cassels Investment Counsel Limited From April 2007 to September 2008 Managing Director, Canadian Equities, Scotia Cassels Investment Counsel Limited From September 2004 to April 2007 Vice President and Senior, Canadian Equities, RBC Asset Management Inc.

6 - 6 - and Fund Mandate Alexander Lane Scotia Global Small Cap Fund Scotia Canadian Growth Fund (Co- Manager) Scotia Canadian Small Cap Fund Sue J. Lavigne Scotia North American Equity Fund (Co-Manager) Scotia Canadian Equity Fund Kevin Pye Scotia Short Term Bond Fund Scotia Mortgage Income Fund Rohit Sehgal Scotia Canadian Growth Fund (Lead Manager) Jennifer Stevenson Scotia Resource Fund (Co-Manager) Nicholas Van Sluytman Scotia U.S. $ Bond Fund Scotia Global Bond Fund Scotia Short-Mid Government Bond Fund John T. Varao Scotia Cyclical Opportunities Fund Scotia Advantage Income Fund Current Title Length of Service with portfolio advisor (or an affiliated entity) Principal occupation in the last 5 years 10 years Joined Goodman & Company in October years Joined Goodman & Company March 2011 Director, Canadian Equities, SAM From August 2003 to November 2009 Director, Canadian Equities, Scotia Cassels Investment Counsel Limited 6 months Joined Goodman & Company From October 2010 to March , Fixed Income, SAM Prior to October 2010, Manager, Bond Investments, The Economical Insurance Vice President, Counselling and Chief Investment Strategist, Energy Group 12 years Joined Goodman & Company in June months Joined Goodman & Company in August Prior to August 2010, Ms. Stevenson was Managing Director and with Quest Investment Management Corp. 21 years Joined Goodman & Company March Portfolio Manager, SAM From November 2006 to November 2009 Portfolio Manager, Scotia Cassels Investment Counsel Limited Prior to November 2006 Senior Fixed Income Trader, Scotia Cassels Investment Counsel Limited 4 years Joined Goodman & Company

7 - 7 - and Fund Mandate Scotia Canadian Balanced Fund John Vermeer Scotia North American Equity Fund (Co-Manager) Scotia U.S. Equity Fund Chuk Wong Scotia International Value Fund Scotia Pacific Rim Fund Current Title Length of Service with portfolio advisor (or an affiliated entity) Principal occupation in the last 5 years March Chief Investment Officer, SAM From January 14, 2010 to present - Officer, Scotia Asset Management G.P. Inc. March, President and Director, Scotia Asset Management U.S. Inc. From April 2007 to November Chief Executive Officer, President and Chief Investment Officer, Scotia Cassels Investment Counsel Limited From April 2007 to October President and Director, Scotia Cassels U.S. Investment Counsel Inc. From April 2003 to April Senior Vice President, Canadian Equities, RBC Asset Management Inc. 14 years Joined Goodman & Company Vice President, Counselling March Portfolio Manager, SAM From December 2006 to November Portfolio Manager, Scotia Cassels Investment Counsel Limited From May 2003 to December Research Analyst, Scotia Cassels Investment Counsel Limited 15 years Joined Goodman & Company in February 1996 (h) Effective on or about March 29, 2011, the last paragraph is amended by inserting the words or sub-advisor after the words portfolio advisors. 5. The disclosure under the heading How the Funds are Managed and Administered - Fund Governance is amended as follows: (a) the words Index Funds are deleted from the sub-heading Cash Equivalent Funds, Income Fund, Balanced Funds, Equity Funds, Index Funds and Scotia Portfolios.

8 - 8 - (b) (c) (d) (e) (f) (g) (h) the sub-heading Canadian Bond Index Fund, Canadian Index Fund, U.S. Index Fund and International Index Fund is deleted and replaced by Index Funds ; the words Pacific Rim Fund and are deleted from the sub-heading Pacific Rim Fund and Latin American Fund ; the sub-heading U.S. Value Fund and the following three paragraphs are deleted; the sub-heading International Value Fund and following two paragraphs are deleted; the words Global Opportunities Fund and are deleted from the sub-heading Global Opportunities Fund and International Equity Fund ; the sub-heading Global Small Cap Fund and the following paragraph are deleted; the following is added before the sub-heading Voting rights and fund of fund investments : T-Bill Fund, Money Market Fund, Premium T-Bill Fund, U.S. Money Market Fund, Short Term Bond Fund, Government Bond Fund, Mortgage Income Fund, Bond Fund, Income Fund, Corporate Bond Fund, U.S. Bond Fund, Global Bond Fund, Advantaged Income Fund, Monthly Income Fund, Balanced Fund, Dividend Income Fund, Dividend Fund, Canadian Equity Fund, North American Equity Fund, Cyclical Opportunities Fund, and U.S. Equity Fund Generally, Goodman & Company will vote proxies with management of an issuer on routine business, otherwise Goodman & Company will not own or maintain a position in the securities of that issuer. Examples of routine business applicable to an issuer are: voting on the size, nomination and election of the board of directors and the appointment of auditors. All other special or non-routine matters will be assessed on a case-by-case basis with a focus on the potential impact of the vote on the value of a Fund's investment in that issuer. Examples of non-routine business are: stock-based compensation plans, executive severance compensation arrangements, shareholders rights plans, corporate restructuring plans, going private transactions in connection with leveraged buyouts, lock-up arrangements, crown jewel defenses, supermajority approval proposals, and stakeholder or shareholder proposals. On occasion, Goodman & Company may abstain from voting a proxy or a specific proxy item when it is concluded that the potential benefit of voting the proxy of that issuer is outweighed by the cost of voting the proxy. In addition, Goodman & Company will not vote proxies received for issuers of portfolio securities which are no longer held in a Fund's account. 6. The first paragraph under the heading Other Material Information - Portfolio Advisor Changes is deleted and replaced with the following: Prior to March 16, 2011, SAM was the portfolio advisor to Scotia CanAm Index Fund and Scotia Nasdaq Index Fund. Prior to March 8, 2011, Pzena Investment Management, LLC was the portfolio advisor to Scotia International Value Fund.

9 - 9 - Prior to March 8, 2011, TCW Investment Management Company was the portfolio advisor to Scotia Pacific Rim Fund. Prior to March 8, 2011, GlobeFlex Capital, L.P. was the portfolio advisor to Scotia Global Small Cap Fund. Prior to March 8, 2011, Thornburg Investment Management, Inc. was the portfolio advisor to Scotia Global Opportunities Fund. Prior to March 8, 2011, Goodman & Company, Investment Counsel Ltd. was the portfolio advisor to Scotia U.S. Value Fund. Prior to December 31, 2010, Metropolitan West was the portfolio advisor to Scotia U.S. Value Fund. Changes to Affiliated Entities 1. Under the sub-heading Other Material Information - Affiliated Entities : (a) (b) the words and Goodman & Company are added at the end of the first sentence; and the diagram is deleted and replaced with the following: The Bank of Nova Scotia Limited Partner Scotia Mortgage Corporation Scotia Capital Inc. Goodman & Company, Investment Counsel Ltd. Scotia Securities Inc. Scotia Asset Management G.P. Inc. General Partner Limited Partner Scotia Asset Management L.P.

10 March 17, 2011 CERTIFICATE OF THE FUNDS AND THE MANAGER OF THE FUNDS Scotia T-Bill Fund Scotia Premium T-Bill Fund Scotia Money Market Fund Scotia U.S. $ Money Market Fund Scotia Short Term Bond Fund Scotia Short-Mid Government Bond Fund Scotia Mortgage Income Fund Scotia Bond Fund Scotia Canadian Income Fund Scotia Canadian Corporate Bond Fund Scotia U.S. $ Bond Fund Scotia Global Bond Fund Scotia Advantaged Income Fund Scotia Diversified Monthly Income Fund Scotia Canadian Balanced Fund Scotia Canadian Dividend Income Fund Scotia Canadian Dividend Fund Scotia Canadian Blue Chip Fund Scotia Canadian Equity Fund Scotia Canadian Growth Fund Scotia Canadian Small Cap Fund Scotia Resource Fund Scotia North American Equity Fund Scotia Cyclical Opportunities Fund Scotia U.S. Equity Fund Scotia U.S. Blue Chip Fund Scotia U.S. Value Fund Scotia International Value Fund Scotia Pacific Rim Fund Scotia Global Small Cap Fund Scotia Global Opportunities Fund Scotia CanAm Index Fund Scotia Nasdaq Index Fund Scotia International Equity Fund (the Funds ) This amendment no. 1 dated March 17, 2011, together with the annual information form dated December 17, 2010, and the simplified prospectuses dated December 17, 2010, as amended by amendments no. 1 dated March 17, 2011 and the amended and restated simplified prospectus dated March 17, 2011, amending and restating the simplified prospectus dated December 17, 2010, and the documents incorporated by reference into the simplified prospectuses, as amended, and the amended and restated simplified prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by the simplified prospectuses, as amended, and the amended and restated simplified prospectus, as required by the securities legislation of each province and territory of Canada and do not contain any misrepresentation. Glen B. Gowland Glen B. Gowland Chief Executive Officer Scotia Asset Management G.P. Inc., as General Partner for and on behalf of Scotia Asset Management L.P. Walter Pavan Walter Pavan Chief Financial Officer Scotia Asset Management G.P. Inc., as General Partner for and on behalf of Scotia Asset Management L.P ON BEHALF OF the Board of Directors of Scotia Asset Management G.P. Inc., as General Partner for and on behalf of Scotia Asset Management L.P., the Manager and Trustee of the Funds Catherine A. Welling Catherine A. Welling Director Edna A. Chu Edna A. Chu Director

11 CERTIFICATE OF THE PROMOTER March 17, 2011 Scotia T-Bill Fund Scotia Premium T-Bill Fund Scotia Money Market Fund Scotia U.S. $ Money Market Fund Scotia Short Term Bond Fund Scotia Short-Mid Government Bond Fund Scotia Mortgage Income Fund Scotia Bond Fund Scotia Canadian Income Fund Scotia Canadian Corporate Bond Fund Scotia U.S. $ Bond Fund Scotia Global Bond Fund Scotia Advantaged Income Fund Scotia Diversified Monthly Income Fund Scotia Canadian Balanced Fund Scotia Canadian Dividend Income Fund Scotia Canadian Dividend Fund Scotia Canadian Blue Chip Fund Scotia Canadian Equity Fund Scotia Canadian Growth Fund Scotia Canadian Small Cap Fund Scotia Resource Fund Scotia North American Equity Fund Scotia Cyclical Opportunities Fund Scotia U.S. Equity Fund Scotia U.S. Blue Chip Fund Scotia U.S. Value Fund Scotia International Value Fund Scotia Pacific Rim Fund Scotia Global Small Cap Fund Scotia Global Opportunities Fund Scotia CanAm Index Fund Scotia Nasdaq Index Fund Scotia International Equity Fund (the Funds ) This amendment no. 1 dated March 17, 2011, together with the annual information form dated December 17, 2010, and the simplified prospectuses dated December 17, 2010, as amended by amendments no. 1 dated March 17, 2011 and the amended and restated simplified prospectus dated March 17, 2011, amending and restating the simplified prospectus dated December 17, 2010, and the documents incorporated by reference into the simplified prospectuses, as amended, and the amended and restated simplified prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by the simplified prospectuses, as amended, and the amended and restated simplified prospectus, as required by the securities legislation of each province and territory of Canada and do not contain any misrepresentation. Scotia Asset Management L.P. as Promoter of the Funds By: Glen B. Gowland By: Walter Pavan Glen B. Gowland Walter Pavan Chief Executive Officer Chief Financial Officer

12 March 17, 2011 Scotia T-Bill Fund Scotia Premium T-Bill Fund Scotia Money Market Fund Scotia U.S. $ Money Market Fund Scotia Mortgage Income Fund Scotia Bond Fund Scotia Canadian Income Fund Scotia U.S. $ Bond Fund Scotia Global Bond Fund Scotia Diversified Monthly Income Fund Scotia Canadian Balanced Fund Scotia Canadian Dividend Income Fund Scotia Canadian Dividend Fund CERTIFICATE OF THE PRINCIPAL DISTRIBUTOR (Class A, Class F, Premium Class and Advisor Class units) Scotia Canadian Blue Chip Fund Scotia Canadian Growth Fund Scotia Canadian Small Cap Fund Scotia Resource Fund Scotia U.S. Blue Chip Fund Scotia U.S. Value Fund Scotia International Value Fund Scotia Pacific Rim Fund Scotia Global Small Cap Fund Scotia Global Opportunities Fund Scotia CanAm Index Fund Scotia Nasdaq Index Fund (the Funds ) To the best of our knowledge, information and belief, this amendment no. 1 dated March 17, 2011, together with the annual information form dated December 17, 2010, and the simplified prospectuses dated December 17, 2010, as amended by amendments no. 1 dated March 17, 2011 and the amended and restated simplified prospectus dated March 17, 2011, amending and restating the simplified prospectus dated December 17, 2010, and the documents incorporated by reference into the simplified prospectuses, as amended, and the amended and restated simplified prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by the simplified prospectuses, as amended, and the amended and restated simplified prospectus, as required by the securities legislation of each province and territory of Canada and do not contain any misrepresentation. Scotia Securities Inc. as Principal Distributor of the Class A, Class F, Premium Class and Advisor Class units of the Funds By: Glen B. Gowland Glen B. Gowland President and Chief Executive Officer