Bond ScotiaBank 2.86% ( US064159FR25 ) in USD

ScotiaBank

59.5 % ▼

Canada

US064159FR25 ( in USD )

2.86% per year ( payment 2 times a year)

28/08/2034

Prospectus brochure of the bond Bank of Nova Scotia US064159FR25 en USD 2.86%, maturity 28/08/2034

1 000 USD

2 000 000 USD

064159FR2

A+ ( Upper medium grade - Investment-grade )

28/08/2025 ( In 57 days )

The Bank of Nova Scotia, also known as Scotiabank, is a multinational banking and financial services corporation headquartered in Toronto, Canada, with a significant international presence focusing on the Americas and select Asian markets.

Bank of Nova Scotia issued a USD 2,000,000 bond (CUSIP: 064159FR2, ISIN: US064159FR25) maturing August 28, 2034, with a 2.86% coupon rate, a minimum purchase size of 1,000, currently trading at 59.5% of face value, paying semi-annually, and rated A+ by S&P and NR by Moody's.

424B2 1 e60258_424b2.htm PRICING SUPPLEMENT

File d Pursua nt t o Rule 4 2 4 (b)(2 )

Re gist ra t ion N o. 3 3 3 -1 8 5 0 4 9

Pricing Supplement dated August 25, 2014 to the
Prospectus dated August 1, 2013
Prospectus Supplement dated August 8, 2013 and Product Prospectus Supplement (Rate

Linked Notes, Series A) dated August 8, 2013.
T he Ba nk of N ova Sc ot ia
$ 2 ,0 0 0 ,0 0 0
Ca lla ble St e e pe ne r N ot e s, Se rie s A
Due August 2 8 , 2 0 3 4
· 100% repayment of principal at maturity, subject to the credit risk
· Quarterly interest payments
of the Bank
· Fixed 11.00% per annum Interest Rate for the first year, variable per
· 20-year stated term
annum Interest Rate thereafter linked to (a) 4 times (b) the amount equal
· Callable by the Bank quarterly on or after the first anniversary of
to (i) the 30yr CMS minus (ii) the 2yr CMS minus (iii) 0.50%, subject to a
issuance
Maximum Interest Rate of 11.00% per annum
The Callable Steepener Notes, Series A due August 28, 2034 (the "Notes") offered hereunder are unsecured obligations of The Bank of Nova Scotia and are
subject to investment risks including possible loss of the Principal Amount invested due to the credit risk of The Bank of Nova Scotia. As used in this pricing
supplement, the "Bank," "we," "us" or "our" refers to The Bank of Nova Scotia.
The Notes will not be listed on any U.S. securities exchange or automated quotation system.
The Notes are redeemable at our option, in whole, but not in part, on each stated Call Payment Date, from and including the First Call Date, upon notice by
us to DTC on or before the corresponding Call Notice Date, at an amount that will equal the Principal Amount of your Notes plus the Interest Payment
applicable to such Call Payment Date. If the Notes are called prior to the Maturity Date, you will be entitled to receive only the Principal Amount of the Notes
and any accrued and unpaid Interest Payment in respect of Interest Payment Dates occurring on or before the Call Payment Date. In this case, you will lose
the opportunity to continue to be paid Interest Payments in respect of Interest Payment Dates occurring after the Call Payment Date.
N EI T H ER T H E U N I T ED ST AT ES SECU RI T I ES AN D EX CH AN GE COM M I SSI ON ("SEC") N OR AN Y ST AT E SECU RI T I ES
COM M I SSI ON H AS APPROV ED OR DI SAPPROV ED OF T H E N OT ES OR PASSED U PON T H E ACCU RACY OR T H E ADEQU ACY OF
T H I S DOCU M EN T , T H E ACCOM PAN Y I N G PROSPECT U S, PROSPECT U S SU PPLEM EN T OR PRODU CT PROSPECT U S
SU PPLEM EN T . AN Y REPRESEN T AT I ON T O T H E CON T RARY I S A CRI M I N AL OFFEN SE. T H E N OT ES ARE N OT I N SU RED BY
T H E CAN ADA DEPOSI T I N SU RAN CE CORPORAT I ON PU RSU AN T T O T H E CAN ADA DEPOSI T I N SU RAN CE CORPORAT I ON ACT ,
T H E U N I T ED ST AT ES FEDERAL DEPOSI T I N SU RAN CE CORPORAT I ON , OR AN Y OT H ER GOV ERN M EN T AL AGEN CY OF CAN ADA,
T H E U N I T ED ST AT ES OR AN Y OT H ER J U RI SDI CT I ON .
Scotia Capital (USA) Inc., our affiliate, will purchase the Notes from us for distribution to other registered broker-dealers or will offer the Notes directly to
investors. Scotia Capital (USA) Inc. or any of its affiliates or agents may use this pricing supplement in market-making transactions in the Notes after their
initial sale. Unless we, Scotia Capital (USA) Inc. or another of its affiliates or agents selling such Notes to you informs you otherwise in the confirmation of
sale, this pricing supplement is being used in a market-making transaction. See "Supplemental Plan of Distribution (Conflicts of Interest)" in this pricing
supplement and "Supplemental Plan of Distribution" on page PS-32 of the accompanying product prospectus supplement.
Investment in the Notes involves certain risks. You should refer to "Additional Risk Factors" in this pricing supplement and "Additional Risk Factors Specific
to the Notes" beginning on page PS-5 of the accompanying product prospectus supplement and "Risk Factors" beginning on page S-2 of the accompanying
prospectus supplement and page 5 of the accompanying prospectus.

Per Note
Total
Price to public
100.00%
$2,000,000.00
Underwriting commissions1
4.00%
$80,000.00
Proceeds to Bank of Nova Scotia2
96.00%
$1,920,000.00

The difference between the estimated value3 of your Notes and the original issue price reflects costs that the Bank or its affiliates expect to incur and profits
that the Bank or its affiliates expect to realize in connection with hedging activities related to the Notes. These costs and profits will likely reduce the
secondary market price, if any secondary market develops, for the Notes. As a result, you may experience an immediate and substantial decline in the
market value of your Notes on the Trade Date and you may lose all or a substantial portion of your initial investment. The Bank's profit in relation to the
Notes will vary based on the difference between (i) the amounts received by the Bank in connection with the issuance and the reinvestment return received
by the Bank in connection with those funds and (ii) the costs incurred by the Bank in connection with the issuance of the Notes and the hedging
transactions. The Bank's affiliates may also realize a profit that will be based on the (i) payments received on the hedging transactions minus (ii) the cost of
creating and maintaining the hedging transactions.

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We will deliver the Notes in book-entry form through the facilities of The Depository Trust Company ("DTC") on or about August 28, 2014 against payment in
immediately available funds.

Sc ot ia Ca pit a l (U SA) I nc .
1 Scotia Capital (USA) Inc. or one of our affiliates will purchase the Notes at the Principal Amount and as part of the distribution of the Notes, will pay
varying discounts and underwriting commissions of up to $40.00 (4.00%) per $1,000 Principal Amount of the Notes in connection with the distribution of the
Notes. Certain accounts may pay a purchase price of at least $960.00 (96.00%) per $1,000 Principal Amount of the Notes and third party distributors
involved in such transactions may charge a discretionary fee with respect to such sales. Scotia Capital (USA) Inc. will separately receive a structuring and
development fee of up to $0.50 (0.05%) per $1,000 Principal Amount of the Notes. See "Supplemental Plan of Distribution (Conflicts of Interest)" in this
pricing supplement.
2 Excludes potential profits from hedging. For additional considerations relating to hedging activities see "Additional Risk Factors - The Inclusion of Dealer
Spread and Projected Profit from Hedging in the Original Issue Price is Likely to Adversely Affect Secondary Market Prices" in this pricing supplement.
3 The estimated value of the Notes on the Trade Date as determined by a third -party hedge provider is approximately
$ 9 4 3 .0 0 (9 4 .3 0 % ) pe r $ 1 ,0 0 0 Princ ipa l Am ount of t he N ot e s, w hic h is le ss t ha n t he origina l issue pric e . See "The Bank's Estimated
Value of the Notes" in this pricing supplement for additional information.

SU M M ARY
The information in this "Summary" section is qualified by the more detailed information set forth in this pricing supplement, the
prospectus, the prospectus supplement and the product prospectus supplement, each filed with the SEC. See "Additional Terms of
Your Notes" in this pricing supplement.
I ssue r:
The Bank of Nova Scotia (the "Issuer" or the "Bank")
T ype of N ot e :
Callable Steepener Notes, Series A
CU SI P/I SI N :
CUSIP 064159FR2 / ISIN US064159FR25
M inim um I nve st m e nt :
$1,000
De nom ina t ions:
$1,000 and integral multiples of $1,000 in excess thereof
Princ ipa l Am ount :
$1,000 per Note
Curre nc y:
U.S. Dollars
T ra de Da t e :
August 25, 2014
Pric ing Da t e :
August 25, 2014
Origina l I ssue Da t e :
August 28, 2014
M a t urit y Da t e :
August 28, 2034, subject to adjustment as described in more detail in the accompanying product
prospectus supplement
Busine ss Da y:
Any day which is neither a legal holiday nor a day on which banking institutions are authorized or
obligated by law, regulation or executive order to close in New York and Toronto.
I nt e re st Pa ym e nt :
With respect to each Interest Payment Date, for each $1,000 Principal Amount of Notes, the
Interest Payment will be calculated as $1,000 × 1/4 × Interest Rate.

Each Interest Payment is paid quarterly and is calculated on a 30/360 unadjusted basis; (i)"30/360"
means that Interest Payment is calculated on the basis of twelve 30-day months and (ii)
"unadjusted" means that if a scheduled Interest Payment Date is not a Business Day, the Interest
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Payment period will not be adjusted, the Interest Payment will be paid on the first following day
that is a Business Day with full force and effect as if made on such scheduled Interest Payment
Date, and no interest on such postponed payment will accrue during the period from and after the
scheduled Interest Payment Date. As a result, each Interest Payment period will consist of 90 days
(three 30-day months) and Interest Payments will accrue based on 90 days of a 360-day year. See
"Payment at Maturity" and "Interest" on page P-6 of this pricing supplement.
I nt e re st Ra t e :
From and including the Original Issue Date to but excluding August 28, 2015 (the "Fixed Interest
Rate Period"):
The Fixed Interest Rate
From and including August 28, 2015 to but excluding the earlier of the Maturity Date or the Call
Date (the "Floating Interest Rate Period"):
The Floating Interest Rate

P-2
Fix e d I nt e re st Ra t e :
11.00% per annum
Floa t ing I nt e re st Ra t e :
For each Interest Period during the Floating Interest Rate Period, a variable rate per annum equal
to:
Leverage Factor x (CMS Reference Index - Spread)
subject to the Minimum Interest Rate and the Maximum Interest Rate.
CM S Re fe re nc e I nde x :
The 30-Year Constant Maturity Swap Rate (which we refer to as "30CMS") minus the 2-Year
Constant Maturity Swap Rate (which we refer to as "2CMS"), expressed as a percentage and
calculated as of the CMS Reference Index Determination Date for any such Interest Period during
the Floating Interest Rate Period.
30CMS is, on any day, the fixed rate of interest payable on an interest rate swap with a 30-year
maturity as reported on Reuters Page ISDAFIX1 or any successor page thereto at 11:00 a.m. New
York City time on that day; provided that for the determination of 30CMS on any calendar day, the
"CMS reference determination date" shall be that calendar day unless that calendar day is not a
U.S. Government Securities Business Day, in which case the 30CMS level shall be the 30CMS
level on the immediately preceding U.S. Government Securities Business Day.
2CMS is, on any day, the fixed rate of interest payable on an interest rate swap with a 2-Year
maturity as reported on Reuters Page ISDAFIX1 or any successor page thereto at 11:00 a.m. New
York City time on that day; provided that for the determination of 2CMS on any calendar day, the
"CMS reference determination date" shall be that calendar day unless that calendar day is not a
U.S. Government Securities Business Day, in which case the 2CMS level shall be the 2CMS level
on the immediately preceding U.S. Government Securities Business Day.
Spre a d:
0.50%
Le ve ra ge Fa c t or:
4
M inim um I nt e re st Ra t e : 0.00% per annum
M a x im um I nt e re st
11.00% per annum
Ra t e :
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CM S Re fe re nc e I nde x
Two (2) U.S. Government Securities Business Days prior to the related Interest Reset Date.
De t e rm ina t ion Da t e :
I nt e re st Re se t Da t e s:
For each Interest Period, the Interest Payment Date (unadjusted for Business Days) constituting
the start of such Interest Period (or with respect to the first Interest Period, the Original Issue
Date).
U .S. Gove rnm e nt
Any day except for a Saturday, Sunday or a day on which The Securities Industry and Financial
Se c urit ie s Busine ss
Markets Association recommends that the fixed income departments of its members be closed for
Da y:
the entire day for purposes of trading in U.S. government securities.
I nt e re st Pe riod:
For each Interest Payment Date, the quarterly period from, and including, the previous Interest
Payment Date (or the Original Issue Date in the case of the first Interest Payment Date) to, but
excluding, the applicable Interest Payment Date, each unadjusted for Business Days.

P-3
I nt e re st Pa ym e nt
The 28th calendar day of each February, May, August and November, commencing on November
Da t e s:
28, 2014 and ending on the Maturity Date.
If these days are not Business Days, Interest Payments will actually be paid on the dates
determined as described below.
Da y Count Fra c t ion:
30/360, unadjusted, Following Business Day Convention
First Ca ll Da t e :
August 28, 2015
Ca ll Provision:
The Notes are redeemable at our option, in whole, but not in part, on each stated Call Payment
Date, from and including the First Call Date, upon notice by us to DTC on or before the
corresponding Call Notice Date, at an amount that will equal the Principal Amount of your Notes
plus the Interest Payment applicable to such Interest Payment Date. If the Notes are called prior
to the Maturity Date (such date, the "Call Date"), you will be entitled to receive only the Principal
Amount of the Notes and any accrued and unpaid Interest Payment in respect of Interest Payment
Dates occurring on or before the Call Payment Date. In this case, you will lose the opportunity to
continue to be paid Interest Payments in respect of Interest Payment Dates ending after the Call
Payment Date.
Ca ll N ot ic e Da t e :
10 Business Days prior to the corresponding Call Payment Date.
Ca ll Pa ym e nt Da t e :
The 28th calendar day of each February, May, August, and November, commencing on the First
Call Date, provided that if any such day is not a Business Day, the Call Payment Date will be the
next succeeding Business Day.
CM S Ra t e Fa llba c k
If 30CMS or 2CMS is not displayed by 11:00 a.m. New York City time on the Reuters Screen
Provisions:
ISDAFIX1 Page on any day on which the level of the CMS Reference Index must be determined,
such affected rate for such day will be determined on the basis of the mid-market semi-annual
swap rate quotations to the Calculation Agent provided by five leading swap dealers in the New
York City interbank market (the "Reference Banks") at approximately 11:00 a.m., New York City
time, on such day, and, for this purpose, the mid-market semi-annual swap rate means the mean
of the bid and offered rates for the semi-annual fixed leg, calculated on a 30/360 day count basis,
of a fixed-for-floating U.S. Dollar interest rate swap transaction with a term equal to the applicable
30 year or 2 year maturity commencing on such day and in a representative amount with an
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acknowledged dealer of good credit in the swap market, where the floating leg, calculated on an
actual/360 day count basis, is equivalent to ICE LIBOR USD with a designated maturity of three
months. The Calculation Agent will request the principal New York City office of each of the
Reference Banks to provide a quotation of its rate. If at least three quotations are provided, the
rate for that day will be the arithmetic mean of the quotations, eliminating the highest quotation (or,
in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality,
one of the lowest). If fewer than three quotations are provided as requested, the rate will be
determined by the Calculation Agent in good faith and in a commercially reasonable manner.
Form of N ot e s:
Book-entry
Ca lc ula t ion Age nt :
Scotia Capital Inc., an affiliate of the Bank
St a t us:
The Notes will constitute direct, unsubordinated and unsecured obligations of the Bank ranking pari
passu with all other direct, unsecured and unsubordinated indebtedness of the Bank from time to
time outstanding (except as otherwise prescribed by law). Holders will not have the benefit of any
insurance under the provisions of the Canada Deposit Insurance Corporation Act,

P-4

the U.S. Federal Deposit Insurance Act or under any other deposit insurance regime of any
jurisdiction.
T a x Re de m pt ion:
The Bank (or its successor) may redeem the Notes, in whole but not in part, at a redemption price
equal to the Principal Amount thereof together with accrued and unpaid interest to the date fixed
for redemption, if it is determined that changes in tax laws or their interpretation will result in the
Bank (or its successor) becoming obligated to pay, on the next Interest Payment Date, additional
amounts with respect to the Notes. See "Tax Redemption" in this pricing supplement.
List ing:
The Notes will not be listed on any securities exchange or quotation system.
U se of Proc e e ds:
General corporate purposes
Cle a ra nc e a nd
Depository Trust Company
Se t t le m e nt :
T e rm s I nc orpora t e d:
All of the terms appearing under the caption "General Terms of the Notes" beginning on page PS-
10 in the accompanying product prospectus supplement, as modified by this pricing supplement.
P-5
ADDI T I ON AL T ERM S OF Y OU R N OT ES

You should read this pricing supplement together with the prospectus dated August 1, 2013, as supplemented by the prospectus
supplement dated August 8, 2013 and the product prospectus supplement (Rate Linked Notes, Series A) dated August 8, 2013,
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relating to our Senior Note Program, Series A, of which these Notes are a part. Capitalized terms used but not defined in this
pricing supplement will have the meanings given to them in the product prospectus supplement. In the event of any conflict, this
pricing supplement will control. The Notes may vary from the terms described in the accompanying prospectus, prospectus
supplement, and product prospectus supplement in several important ways. You should read this pricing supplement,
including the documents incorporated herein, carefully.

This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all prior or
contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms,
correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours.
You should carefully consider, among other things, the matters set forth in "Additional Risk Factors Specific to the Notes" in the
accompanying product prospectus supplement, as the Notes involve risks not associated with conventional debt securities. We urge
you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes. You may access these
documents on the SEC website at www.sec.gov as follows (or if that address has changed, by reviewing our filings for the relevant
date on the SEC website at
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000009631):

Prospectus dated August 1, 2013:
http://www.sec.gov/Archives/edgar/data/9631/000089109213006699/e54840_424b3.htm

Prospectus Supplement dated August 8, 2013:
http://www.sec.gov/Archives/edgar/data/9631/000089109213006938/e54968_424b3.htm

Product Prospectus Supplement (Rate Linked Notes, Series A), dated August 8, 2013:
http://www.sec.gov/Archives/edgar/data/9631/000089109213006942/e54970_424b5.htm

T he Ba nk of N ova Sc ot ia ha s file d a re gist ra t ion st a t e m e nt (inc luding a prospe c t us, a prospe c t us
supple m e nt , a nd a produc t prospe c t us supple m e nt ) w it h t he SEC for t he offe ring t o w hic h t his pric ing
supple m e nt re la t e s. Be fore you inve st , you should re a d t hose doc um e nt s a nd t he ot he r doc um e nt s re la t ing
t o t his offe ring t ha t w e ha ve file d w it h t he SEC for m ore c om ple t e inform a t ion a bout us a nd this
offe ring. Y ou m a y obt a in t he se doc um e nt s w it hout c ost by visit ing EDGAR on t he SEC We bsit e
a t w w w .se c .gov, or a c c e ssing t he link s a bove . Alt e rna t ive ly, T he Ba nk of N ova Sc ot ia , a ny a ge nt or a ny
de a le r pa rt ic ipa t ing in t his offe ring w ill a rra nge t o se nd you t he prospe c t us, t he prospe c t us supple m e nt a nd
t he produc t prospe c t us supple m e nt if you so re que st by c a lling 1 -4 1 6 -8 6 6 -3 6 7 2 .

PAY M EN T AT M AT U RI T Y

If the Notes have not been called by us, as described elsewhere in this pricing supplement, we will pay you the Principal Amount of
your Notes on the Maturity Date, plus the final interest payment.

In the event that the stated Maturity Date is not a Business Day, then relevant repayment of principal will be made on the next
Business Day ("Following Business Day Convention").

I N T EREST

We describe payments as being based on a "day count fraction" of "30/360, unadjusted, Following Business Day Convention."

This means that the number of days in the Interest Period will be based on a 360-day year of twelve 30-day months ("30/360") and
that the number of days in each Interest Period will not be adjusted if an Interest Payment Date falls on a day that is not a
Business Day ("unadjusted").

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If any Interest Payment Date falls on a day that is not a Business Day (including any Interest Payment Date that is also the
Maturity Date), the relevant Interest Payment will be made on the next Business Day under the Following Business Day
Convention.

EV EN T S OF DEFAU LT AN D ACCELERAT I ON

If the Notes have become immediately due and payable following an Event of Default (as defined in the accompanying prospectus)
with respect to the Notes, the Calculation Agent will determine (i) your Principal Amount and (ii) any accrued but unpaid interest
payable based upon the then applicable Interest Rate calculated on the basis of a 360-day year consisting of twelve 30-day
months.

If the Notes have become immediately due and payable following an Event of Default, you will not be entitled to any additional
payments with respect to the Notes. For more information, see "Description of the Debt Securities We May Offer--Events of
Default" beginning on page 22 of the accompanying prospectus.

T AX REDEM PT I ON

The Bank (or its successor) may redeem the Notes, in whole but not in part, at a redemption price equal to the Principal Amount
thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below,
if:

as a result of any change (including any announced prospective change) in or amendment to the laws (or any regulations or
rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the successor to the Bank) or of any political
subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application
or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change
or amendment is announced or becomes effective on or after the Pricing Date (or, in the case of a successor to the Bank,
after the date of succession), and which in the written opinion to the Bank (or its successor) of legal counsel of recognized
standing has resulted or will result (assuming, in the case of any announced prospective change, that such announced
change will become effective as of the date specified in such announcement and in the form announced) in the Bank (or its
successor) becoming obligated to pay, on the next succeeding date on which interest is due, additional amounts with respect
to the Notes; or

on or after the Pricing Date (or, in the case of a successor to the Bank, after the date of succession), any action has been
taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in Canada (or the
jurisdiction of organization of the successor to the Bank) or any political subdivision or taxing authority thereof or therein,
including any of those actions specified in the paragraph immediately above, whether or not such action was taken or
decision was rendered with respect to the Bank (or its successor), or any change, amendment, application or interpretation
shall be officially proposed, which, in any such case, in the written opinion to the Bank (or its successor) of legal counsel of
recognized standing, will result (assuming, in the case of any announced prospective change, that such change,
amendment, application, interpretation or action is applied to the Notes by the taxing authority and that such announced
change will become effective as of the date specified in such announcement and in the form announced) in the Bank (or its
successor) becoming obligated to pay, on the next succeeding date on which interest is due, additional amounts with respect
to the Notes;

and, in any such case, the Bank (or its successor), in its business judgment, determines that such obligation cannot be avoided by
the use of reasonable measures available to it (or its successor).

In the event the Bank elects to redeem the Notes pursuant to the provisions set forth in the preceding paragraph, it shall deliver to
the Trustees a certificate, signed by an authorized officer, stating (i) that the Bank is entitled to redeem such Notes pursuant to
their terms and (ii) the Principal Amount of the Notes to be redeemed.

P-7
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Notice of intention to redeem such Notes will be given to holders of the Notes not more than 45 nor less than 30 days prior to the
date fixed for redemption and such notice will specify, among other things, the date fixed for redemption and the redemption price.

ADDI T I ON AL RI SK FACT ORS

An investment in the Notes involves significant risks. In addition to the following risks included in this pricing supplement, we urge
you to read "Additional Risk Factors Specific to the Notes" beginning on page PS-5 of the accompanying product prospectus
supplement and "Risk Factors" beginning on page S-2 of the accompanying prospectus supplement and on page 6 of the
accompanying prospectus.

You should understand the risks of investing in the Notes and should reach an investment decision only after careful consideration,
with your advisors, of the suitability of the Notes in light of your particular financial circumstances and the information set forth in
this pricing supplement and the accompanying prospectus, prospectus supplement and product prospectus supplement.

Y our I nve st m e nt is Subje c t t o a Re inve st m e nt Risk in t he Eve nt We Ele c t t o Ca ll t he N ot e s.

We have the ability to call the Notes prior to the Maturity Date. In the event we decide to exercise the Call Provision, the amount
of interest payable would be less than the amount of interest payable if you held the Notes until the Maturity Date. There is no
guarantee that you would be able to reinvest the proceeds from an investment in the Notes at a comparable return for a similar
level of risk following our exercise of the Call Provision. We may choose to call the Notes early or choose not to call the Notes
early, in our sole discretion. In addition, it is more likely that we will call the Notes prior to maturity if a significant decrease in U.S.
interest rates or a significant decrease in the volatility of U.S. interest rates would result in greater interest payments on the Notes
than on instruments of comparable maturity, terms and credit worthiness then trading in the market.

Aft e r t he First Four I nt e re st Pe riods, t he Am ount of Ea c h I nt e re st Pa ym e nt on a n I nt e re st Pa ym e nt Da t e is
V a ria ble .

Following the first four Interest Periods, you will receive interest on the applicable Interest Payment Date based on a rate per
annum equal to (a) the Leverage Factor multiplied by (b) the difference of the CMS Reference Index fixed on the corresponding
Interest Determination Date minus the Spread, subject to the Maximum Interest Rate and the Minimum Interest Rate. While the
interest rate applicable to each Interest Payment Date after the first four Interest Periods will fluctuate because it is based on the
CMS Reference Index, the interest rate for any Interest Payment Date will not be greater than the Maximum Interest Rate and will
not be less than the Minimum Interest Rate.

I nt e re st Ra t e Risk .

The return on the Notes is linked to a Fixed Interest Rate for the first year and to a Floating Interest Rate thereafter.

Fixed interest rate instruments are generally more sensitive to market interest rate changes. The prices of long-term debt
obligations generally fluctuate more than prices of short-term debt obligations as interest rates change. Generally, when market
interest rates rise, the prices of debt obligations fall, and vice versa. This risk may be particularly acute because market interest
rates are currently at historically low levels. Therefore, an increase in market interest rates will adversely affect the value of your
Notes.

Furthermore, there can be no assurance that the Floating Interest Rate shall exceed the Fixed Interest Rate, or that the Floating
Interest Rate shall be positive. If the Floating Interest Rate is negative you may not earn any interest on your Notes

T he H ist oric a l Pe rform a nc e of 3 0 CM S a nd 2 CM S a re N ot a n I ndic a t ion of T he ir Fut ure Pe rform a nc e .

The historical performance of 30CMS and 2CMS should not be taken as an indication of their future performance during the term of
the Notes. Changes in the levels of 30CMS and 2CMS will affect the trading price of the Notes, but it is impossible to predict
whether such levels will rise or fall. There can be no assurance that the CMS Reference Index level will be positive.
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Furthermore, the historical performance of the CMS Reference Index does not indicate the return the Notes would have had
because the performance does not take into account each constituent's performance, the Leverage Factor, the Maximum Interest
Rate or the Payment at Maturity.

Re c e nt Re gula t ory At t e nt ion t o T he I SDAfix Proc e ss

It has been reported that certain U.S. and U.K. regulators are reviewing the process by which ISDAfix has been set. Any changes
or reforms affecting the determination or supervision of ISDAfix in light of this regulatory attention may result in a sudden or
prolonged increase or decrease in reported ISDAfix, which could have an adverse impact on the trading market for ISDAfix-
benchmarked securities such as your Notes, the value of your Notes and any payments on your Notes.

3 0 CM S a nd 2 CM S a s of a ny CM S Re fe re nc e I nde x De t e rm ina t ion Da t e m a y be le ss t ha n 3 0 CM S or 2 CM S a s
of a ny Ot he r Da y during t he T e rm of t he N ot e s.

Because 30CMS and 2CMS for any relevant Interest Period will be determined solely as of the CMS Reference Index
Determination Date, 30CMS and 2CMS will not be considered on any other dates during the term of the Notes. Therefore, even if
30CMS or 2CMS as of any day that is not the CMS Reference Index Determination Date for the applicable Interest Period is higher
or lower, as applicable, than 30CMS or 2CMS as of such CMS Reference Index Determination Date, the amount of interest on the
corresponding Interest Payment Date will not take into account that higher or lower level.

I f t he 3 0 CM S or t he 2 CM S Cha nge , t he V a lue of t he N ot e s M a y N ot Cha nge in t he Sa m e M a nne r.

Your Notes may trade quite differently from the 30CMS and the 2CMS. Changes in the 30CMS or the 2CMS may not result in a
comparable change in the value of your Notes.

I n N o Eve nt w ill t he I nt e re st Ra t e on t he N ot e s Ex c e e d t he M a x im um I nt e re st Ra t e .

The Maximum Interest Rate on the Notes for the Interest Periods after the first year is limited to the Maximum Interest Rate of
11.00% per annum. Even if the Floating Interest Rate is greater than the Maximum Interest Rate, the Notes will bear interest for
such Floating Interest Rate Period only at 11.00% per annum. The Maximum Interest Rate may be lower than the interest rates for
similar debt securities then prevailing in the market.

Be c a use t he N ot e s Ac c rue I nt e re st a t a Floa t ing Ra t e a ft e r t he First Y e a r of T he ir T e rm , Y ou M a y Re c e ive a
Le sse r
Am ount of I nt e re st in t he Fut ure .

Following the first year, the interest payable on the Notes during each quarterly Floating Interest Rate Period will accrue at a per
annum rate equal to the Floating Interest Rate, as determined on the CMS Reference Index Determination Date, subject to the
Minimum Interest Rate and the Maximum Interest Rate. The CMS Reference Index may vary from time to time and there will be
significant risks not associated with a conventional fixed-rate debt security. These risks include fluctuation of the 30CMS and the
2CMS and the possibility that, in the future, the interest rate on the Notes will decrease and may be as low as the Minimum
Interest Rate for any Floating Interest Rate Period. We have no control over a number of factors that may affect the 30CMS and
the 2CMS, including economic, financial and political events that are important in determining the existence, magnitude and
longevity of these risks and their results.

Be c a use t he N ot e s Ac c rue I nt e re st a t a Fix e d Ra t e During t he First Y e a r of T he ir T e rm , t he Am ount of
I nt e re st Pa ya ble on Y our N ot e s on Ea c h I nt e re st Pa ym e nt Da t e for a ny Fix e d I nt e re st Ra t e Pe riod M a y Be
Be low M a rk e t I nt e re st Ra t e s.

Because interest payable on your Notes during the Fixed Interest Rate Period accrues at a fixed rate, there can be no guarantee
that the interest you will receive on one or more of the Interest Payment Dates for the Fixed Interest Rate Period will be equal to or
greater than the market interest rate on such dates. We have no control over a number of factors that may affect market interest
rates, including economic, financial and political events that are important in determining the existence, magnitude and longevity of
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these risks and their results. You should have a view as to the Fixed Interest Rate on the Notes (as specified on the cover of this
pricing supplement) and its level relative to market interest rates before investing, and you must be willing to forgo guaranteed
market interest rates for the first year of the term of the Notes.
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T he N ot e s a re N ot Ordina ry De bt Se c urit ie s.

The Notes have certain investment characteristics that differ from traditional fixed income securities. Specifically, the performance of
the Notes will not track the same price movements as traditional interest rate products. A person should reach a decision to invest
in the Notes after carefully considering, with his or her advisors, the suitability of the Notes in light of his or her investment
objectives and the information set out in the above terms of the offering. The Issuer does not make any recommendation as to
whether the Notes are a suitable investment for any person.

Y our Y ie ld m a y be low e r t ha n t he Y ie ld on Ot he r De bt Se c urit ie s of Com pa ra ble M a t urit y.

The yield that you will receive on your Notes may be less than the return you could earn on other investments. The interest
payable for (i) any of the first 4 (four) Interest Periods is based on the Fixed Interest Rate, and (ii) any of the remaining Interest
Periods is based on the Floating Interest Rate (subject to the Maximum Interest Rate and the Minimum Interest Rate). If there is a
decline in the CMS Reference Index over the term of your Notes, the effective yield on your Notes for such Interest Period may be
less than that which would be payable on a conventional fixed-rate debt security with the same Stated Maturity Date, including
those of the Issuer. Your investment may not reflect the full opportunity cost to you when you take into account factors that affect
the time value of money.

Y our I nve st m e nt is Subje c t t o t he Cre dit Risk of T he Ba nk of N ova Sc ot ia .

The Notes are senior unsecured debt obligations of The Bank of Nova Scotia and are not, either directly or indirectly, an obligation
of any third party. As further described in the accompanying prospectus, prospectus supplement and product prospectus
supplement, the Notes will rank on par with all of the other unsecured and unsubordinated debt obligations of The Bank of Nova
Scotia, except such obligations as may be preferred by operation of law. Any payment to be made on the Notes, including the
return of the Principal Amount at maturity or on the Call Payment Date, as applicable, depends on the ability of The Bank of Nova
Scotia to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of The Bank of Nova
Scotia may affect the market value of the Notes and, in the event The Bank of Nova Scotia were to default on its obligations, you
may not receive the amounts owed to you under the terms of the Notes.

T he Pric e a t Whic h t he N ot e s M a y Be Sold Prior t o M a t urit y w ill De pe nd on a N um be r of Fa c t ors a nd M a y Be
Subst a nt ia lly Le ss T ha n t he Am ount for Whic h T he y We re Origina lly Purc ha se d.

The price at which the Notes may be sold prior to maturity will depend on a number of factors. Some of these factors include, but
are not limited to: (i) volatility of the level of interest rates and the market's perception of future volatility of the level of interest
rates, (ii) changes in interest rates generally, (iii) any actual or anticipated changes in our credit ratings or credit spreads, and (iv)
time remaining to maturity. In particular, because the terms of the Notes permit us to redeem the Notes prior to maturity, the price
of the Notes may be impacted by the call feature of the Notes. Additionally, the interest rates of the Notes reflect not only our credit
spread generally but also the call feature of the Notes and thus may not reflect the rate at which a note without a call feature and
increasing interest rate might be issued and sold.

Depending on the actual or anticipated level of interest rates, the market value of the Notes may decrease and you may receive
substantially less than 100% of the issue price if you sell your Notes prior to maturity.

T he I nc lusion of De a le r Spre a d a nd Proje c t e d Profit from H e dging in t he Origina l I ssue Pric e is Lik e ly t o
Adve rse ly Affe c t Se c onda ry M a rk e t Pric e s.

Assuming no change in market conditions or any other relevant factors, the price, if any, at which Scotia Capital (USA) Inc. or any
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