BNS S&P/TSX 60 Callable Contingent ROC Notes, Series 10 at Risk Notes Due September 8, 2020 August 5, 2014 A Bank of Nova Scotia amended and restated short form base shelf prospectus dated August 19, 2013, a prospectus supplement thereto dated August 22, 2013 and pricing supplement No. 66 thereto dated August 5, 2014 (together, the Prospectus ) have been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the Prospectus, and any amendments thereto that have been filed, is required to be delivered with this document. The Prospectus, and any amendments thereto, contains important information relating to the securities described in this document. This document does not provide full disclosure of all material facts relating to the securities offered and investors should read the Prospectus, and any amendments thereto, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision. A copy of the amended and restated short form base shelf prospectus, the prospectus supplement and the pricing supplement can also be obtained at www.sedar.com. Unless the context otherwise requires, terms not otherwise defined herein will have the meaning ascribed thereto in the Prospectus. INVESTMENT HIGHLIGHTS Issuer: The Bank of Nova Scotia Reference Index: S&P/TSX 60 Index, which represents the large-cap segment of the Canadian equity market. Payments on the Notes will be based on the price performance of the Index. s: Holders of record on the applicable Record Date may be entitled to receive from the Bank a, determined as follows: (i) If the Closing on the relevant is greater than the Barrier Level, the will be $2.30 per Note; and (ii) If the Closing on the relevant is less than or equal to the Barrier Level, no will be made. The total s over the term of the Notes will not exceed $27.60. The Partial s received in respect of the Notes should be not be included in the Resident Initial Investor s income when received but rather should reduce the Resident Initial Investor s adjusted cost base of the Notes. See Certain Canadian Federal Income Tax Considerations in the Pricing Supplement. Autocall: The Notes will be automatically called (i.e., redeemed) by the Bank if the Closing on any Autocall or the Final is greater than or equal to the Autocall Level. If the Closing on each Autocall and the Final is not greater than or equal to the Autocall Level, the Notes will not be automatically called by the Bank. The Autocall Level is 120% of the Initial. s: The second Business Day prior to March 8, 2016, September 8, 2016, March 8, 2017, September 8, 2017, March 8, 2018, September 8, 2018, March 8, 2019, September 8, 2019, March 8, 2020 and September 8, 2020. Barrier Protection: The Notes provide contingent downside protection at maturity if the Final on the Final is above the Barrier Level (which is 70% of the Initial ). If the Final on the Final is below or equal to the Barrier Level, an investor in the Notes will be fully exposed to any negative price performance of the Index, meaning that all or substantially all such investor s investment may be lost (subject to the aggregate s, if any, and a minimum principal repayment of $1.00 per Note). The price performance of the Index does not take into account dividends and/or distributions paid by the issuers of the constituent securities that comprise the Index. The annual dividend yield of the Index on July 24, 2014 was 2.67%, representing an aggregate dividend yield of approximately 17.13% compounded annually over the term of the Notes (assuming the dividend yield remains constant). FundSERV Available Until Issue Date Maturity Date Min. Investment SSP893 August 29, 2014 September 8, 2014 September 8, 2020 CAD $5,000 CONTACT INFORMATION www.investorsolutions.gbm.scotiabank.com Western Canada Ontario & Eastern Canada Quebec National Todd Thal: 604-606-3830 Chris Janson: 416-866-5442 Evelyn Kamiliotis: 416-945-4408 Stephanie Kirin: 416-862-3928 Todd Chalmers: 416-945-4803 1-866-416-7891 The information above must be read in conjunction with the Prospectus.
KEY TERMS Issuer: : : Issue Date: CUSIP: FundSERV Code: Maturity Date: Autocall: Minimum Investment: Index: Initial : Autocall s: Maturity Redemption Amount: Index Return: Variable Return: Closing : Initial : Final : Autocall Level: Barrier Level: Participation Rate: 5% Listing and Secondary Market: The Bank of Nova Scotia (the Bank ) $100.00 per Note. On any day, the minus the aggregate s. The Notes will be issued on or about September 8, 2014, or such other date as may be agreed between the Bank and Scotia Capital Inc. and Laurentian Bank Securities Inc. 0641495C7 SSP893 September 8, 2020 (approximately a 6.0 year term), subject to the Notes being automatically called by the Bank. The Notes will be automatically called (i.e., redeemed) by the Bank and a Variable Return will be paid to investors if the Closing on any is greater than or equal to the Autocall Level. If the Closing on each is not greater than or equal to the Autocall Level, the Notes will not be automatically called by the Bank and the Variable Return will not be paid to investors. $5,000 (50 Notes) Return linked to the price performance of the S&P/TSX 60 Index. Issue Date The Closing will be observed on the second Business Day prior to March 8, 2016, September 8, 2016, March 8, 2017, September 8, 2017, March 8, 2018, September 8, 2018, March 8, 2019, September 8, 2019 and March 8, 2020 and on the second Business Day prior to the Maturity Date, provided, in each case, that if such day is not an Exchange Business Day then the Autocall Valuation Date or the Final, as the case may be, will be the immediately preceding Exchange Business Day, subject to the occurrence of a Market Disruption Event. The amount payable on the Notes if they are automatically called by the Bank or at maturity will be calculated by the Calculation Agent in accordance with the applicable formula below: If the Final on an Autocall or the Final is greater than or equal to the Autocall Level, the Maturity Redemption Amount will equal: + ( x Participation Rate x Index Return) If the Final on the Final is less than the Autocall Level and greater than or equal to zero, the Maturity Redemption Amount will equal: If the Final on the Final is less than zero and greater than the Barrier Level, the Maturity Redemption Amount will equal: If the Final on the Final is equal to or less than the Barrier Level, the Maturity Redemption Amount will equal: + ( x Index Return) The Maturity Redemption Amount may be less than the and the invested by an investor. The Maturity Redemption Amount will be subject to a minimum principal repayment of $1.00 per Note. (Final Initial ) / Initial The difference between the Maturity Redemption Amount and the. The closing level or value of the Index on a given day as calculated and announced by the Index Sponsor on an Exchange Business Day. The Closing on the Initial, provided that if the Initial is not an Exchange Business Day, the Initial will be determined as of the first succeeding day that is an Exchange Business Day. The Closing on an Autocall or the Final. 120% of the Initial 70% of the Initial 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. Early Trading Charge: If Sold Within Early Trading Charge (% of ) Eligibility for Investment: Selling Concession: 0-90 days of Issue Date 4.00% 91-180 days of Issue Date 2.50% 181-270 days of Issue Date 1.25% Thereafter RRSPs, RRIFs, RESPs, RDSPs, DPSPs and TFSAs $2.50 per Note sold (or 2.50% of the ). In addition, a fee of up to $0.15 per Note sold (or up to 0.15% of the ) will be payable directly by the Bank to Laurentian Bank Securities Inc. for acting as independent agent. Nil
HYPOTHETICAL EXAMPLES Example One Scenario: The Notes are automatically called and the Final on the first Autocall is greater than or equal to the Autocall Level. 0.5y 112.00% 2.30 97.70 1y 126.00% 2.30 95.40 1.5y 121.00% 2.30 93.10 The Notes are Automatically Called - No future payments in respect of the Notes Since the Final (121% of the Initial ) is greater than the Autocall Level (120% of the Initial ) on the first Autocall, the Notes are automatically called. The Maturity Redemption Amount is calculated as: + ( x Participation Rate x Index Return) $100.00 + ($100.00 x 5.00% x 21.00%) = $101.05 per Note In this example, the Closing is greater than the Barrier Level on each applicable, so an investor would receive a of $2.30 on each of the first three Dates. An investor would receive aggregate s of $6.90 per Note and a Maturity Redemption Amount of $101.05 per Note, consisting of the of $93.10 per Note plus a Variable Return of $7.95 per Note, on the first Autocall, equivalent to an annual compound rate of return of 5.23%. Example Two Scenario: The Notes are not automatically called and the Final on the Final is less than the Autocall Level, but greater than or equal to zero. 0.5y 105.00% 2.30 97.70 1y 108.00% 2.30 95.40 1.5y 107.00% 2.30 93.10 2y 101.00% 2.30 90.80 2.5y 77.00% 2.30 88.50 3y 49.00% 0.00 88.50 3.5y 59.00% 0.00 88.50 4y 82.00% 2.30 86.20 4.5y 78.00% 2.30 83.90 5y 81.00% 2.30 81.60 5.5y 111.00% 2.30 79.30 6y 112.00% 2.30 77.00 The Notes are not automatically called as the Final on each is less than the Autocall Level. The Final on the Final is greater than or equal to zero. The Maturity Redemption Amount is calculated as: $100.00 per Note In this example, since the Closing is below the Barrier Level on the sixth and seventh s, an investor would not receive a for the related Semi- Annual Partial Dates. An investor would receive aggregate s of $23.00 per Note and a Maturity Redemption Amount of $100.00 per Note, consisting of the of $77.00 per Note plus a Variable Return of $23.00 per Note, on the Maturity Date, equivalent to an annual compound rate of return of approximately 3.51%.
HYPOTHETICAL EXAMPLES Example Three Scenario: The Notes are not automatically called and the Final on the Final is less than zero, but greater than the Barrier Level. 0.5y 105.00% 2.30 97.70 1y 108.00% 2.30 95.40 1.5y 107.00% 2.30 93.10 2y 101.00% 2.30 90.80 2.5y 85.00% 2.30 88.50 3y 49.00% 0.00 88.50 3.5y 59.00% 0.00 88.50 4y 79.00% 2.30 86.20 4.5y 78.00% 2.30 83.90 5y 81.00% 2.30 81.60 5.5y 80.00% 2.30 79.30 6y 81.00% 2.30 77.00 The Notes are not automatically called as the Final on each is less than the Autocall Level. The Final Index Level on the Final is greater than the Barrier Level. The Maturity Redemption Amount is calculated as: $100.00 per Note In this example, since the Closing is below the Barrier Level on the sixth and seventh s, an investor would not receive a for the related Partial Dates. An investor would receive aggregate s of $23.00 per Note and a Maturity Redemption Amount of $100.00 per Note, consisting of the of $77.00 per Note plus a Variable Return of $23.00 per Note, on the Maturity Date, equivalent to an annual compound rate of return of approximately 3.51%. Example Four Scenario: The Notes are not automatically called and the Final on the Final is equal to or less than the Barrier Level. 0.5y 68.00% 0.000 $100.00 1y 46.00% 0.000 $100.00 1.5y 46.00% 0.000 $100.00 2y 45.00% 0.000 $100.00 2.5y 56.00% 0.000 $100.00 3y 49.00% 0.000 $100.00 3.5y 52.00% 0.000 $100.00 4y 52.00% 0.000 $100.00 4.5y 52.00% 0.000 $100.00 5y 59.00% 0.000 $100.00 5.5y 67.00% 0.000 $100.00 6y 56.00% 0.000 $100.00 The Notes are not automatically called as the Final on each is less than the Autocall Level. The Final Index Level on the Final is equal to or less than the Barrier Level. The Maturity Redemption Amount is calculated as: + ( x Index Return) $100.00 + ($100.00 x -44.00%) = $56.00 In this example, since the Closing is below the Barrier Level on all Valuation Dates, an investor would not receive any s. An investor would receive a Maturity Redemption Amount of $56.00 per Note, consisting of the of $100 per Note plus a Variable Return of -$44.00 per Note, on the Maturity Date, equivalent to an annual compound rate of return of approximately -9.21%. These examples are for illustrative purposes only and should not be construed as an estimate or forecast of the performance of the Index or the return that an investor might realize on the Notes. The Index Return will be calculated based on the price return of the Index, which will not reflect the value of any dividends, distributions or other income or amounts accruing on the constituent securities of the Index. All dollar amounts are rounded to the nearest whole cent.
Disclaimer No securities regulatory authority has in any way passed upon the merits of securities referred to herein and any representation to the contrary is an offence. The Notes are not principal protected (subject to any s and a minimum principal repayment of $1.00 per Note) and an investor may receive less than the original principal amount at maturity. A person should reach a decision to invest in the Notes only after carefully considering, with his or her investment, legal, accounting, tax and other advisors, the suitability of the Notes in light of his or her investment objectives and the information set out in the Prospectus. The Bank, the Calculation Agent, Scotia Capital Inc. and Laurentian Bank Securities Inc. make no recommendation as to the suitability of the Notes for investment by any particular person. The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the 1933 Act ), or any State securities laws and, subject to certain exceptions, may not be offered for sale, sold or delivered, directly or indirectly, in the United States, its territories or possessions or to or for the account or benefit of U.S. persons within the meaning of Regulation S under the 1933 Act. In addition, the Notes may not be offered or sold to residents of any jurisdiction or country in Europe. Scotiabank, Scotiabank Global Banking and Markets, Scotia Capital Inc. and the flying S logo are registered trademarks of The Bank of Nova Scotia. Amounts paid to holders of Notes will depend on the performance of underlying interests. Unless otherwise specified in the Prospectus, the Bank does not guarantee that any of the principal amount of Notes will be paid at maturity or that any return will be paid on Notes (subject to any s and a minimum principal repayment of $1.00 per Note). Purchasers could lose all or substantially all of their investment in Notes. Notes are not appropriate investments for persons who do not understand the risks associated with structured products or derivatives. A purchaser of Notes will be exposed to fluctuations and changes in the levels of the Index to which the Notes are linked. Index levels may be volatile and an investment linked to index levels may also be volatile. Purchasers should read carefully the Risk Factors sections in the Prospectus. The Notes will not constitute deposits under the Canada Deposit Insurance Corporation Act. The Notes have not been rated and will not be insured by the Canada Deposit Insurance Corporation or any other entity and therefore the payments to investors will be dependent upon the financial health and creditworthiness of the Bank. Scotia Capital is a wholly owned subsidiary of the Bank. Consequently, the Bank is a related and connected issuer of Scotia Capital within the meaning of applicable securities legislation. See Plan of Distribution in the Prospectus. The information contained herein, while obtained from sources believed to be reliable, is not guaranteed as to its accuracy or completeness. INDEX SPONSOR Standard & Poor s, S&P and S&P/TSX 60 are trademarks of Standard & Poor s Financial Services LLC and have been licensed for use by the Bank. The Notes are not sponsored, endorsed, sold or promoted by Standard & Poor s. Standard & Poor s makes no representation or warranty, express or implied, to the owners of the Notes or any member of the public regarding the advisability of investing in securities generally or in the Notes particularly, or the ability of the Standard & Poor s Index to track general stock market performance. Standard & Poor s only relationship to the Bank is the licensing of certain trademarks and trade names of Standard & Poor s and of the Standard & Poor s Index which is determined, composed and calculated by Standard & Poor s without regard to the Bank or the Notes. Standard & Poor s has no obligation to take the needs of the Bank or the owners of the Notes into consideration in determining, composing or calculating the Index. Standard & Poor s is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Notes to be issued or in the determination or calculation of the equation by which the Notes are to be converted into cash. Standard & Poor s has no obligation or liability in connection with the administration, marketing or trading of the Notes. STANDARD & POOR S DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN AND STANDARD & POOR S SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. STANDARD & POOR S MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE BANK, OWNERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN. STANDARD & POOR S MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL STANDARD & POOR S HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.