Bond ScotiaBank 2.5% ( US064159GY66 ) in USD

ScotiaBank

100 % ▲

Canada

US064159GY66 ( in USD )

2.5% per year ( payment 2 times a year)

20/11/2025

Prospectus brochure of the bond Bank of Nova Scotia US064159GY66 en USD 2.5%, maturity 20/11/2025

1 000 USD

2 000 000 USD

064159GY6

N/A

20/11/2025 ( In 141 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.

The Bond issued by ScotiaBank ( Canada ) , in USD, with the ISIN code US064159GY66, pays a coupon of 2.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 20/11/2025

424B2 1 e67033_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 -2 0 0 0 8 9

Pricing Supplement dated November 17, 2015 to the
Prospectus dated December 1, 2014
Prospectus Supplement dated December 1, 2014 and Product Prospectus Supplement (Rate Linked Notes, Series A) dated December 1, 2014

T he Ba nk of N ova Sc ot ia
$ 2 ,0 0 0 ,0 0 0
Ca lla ble St e p-U p Ra t e N ot e s, Se rie s A
Due N ove m be r 2 0 , 2 0 2 5
?
100% repayment of principal at maturity, subject to the credit risk of
?
Semi-annual interest payments
the Bank
?
Callable by the Bank semi-annually on any Call Payment Date on or
?
Interest Rate that increases over the 10-year stated term of the
after the third anniversary of issuance
Notes

The Callable Step-Up Rate Notes, Series A due November 20, 2025 (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 securities exchange or automated quotation system.
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 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.
I nve st m e nt in t he N ot e s involve s c e rt a in risk s. Y ou should re fe r t o "Addit iona l Risk Fa c t ors" in t his pric ing supple m e nt a nd
"Addit iona l Risk Fa c t ors Spe c ific t o t he N ot e s" be ginning on pa ge PS-5 of t he a c c om pa nying produc t prospe c t us supple m e nt
a nd "Risk Fa c t ors" be ginning on pa ge S-2 of t he a c c om pa nying prospe c t us supple m e nt .

Per Note
Total
Price to public
100.00%
$2,000,000
Underwriting commissions1
1.50%
$30,000
Proceeds to Bank of Nova Scotia2
98.50%
$1,970,000

The difference between the estimated value 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 will 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.
We will deliver the Notes in book-entry form through the facilities of The Depository Trust Company ("DTC") on or about November 20, 2015 against
payment in immediately available funds.
Sc ot ia Ca pit a l (U SA) I nc .
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1 Scotia Capital (USA) Inc. or one of our affiliates will purchase the Principal Amount of the Notes and, as part of the distribution of the Notes, will pay discounts and underwriting commissions of $15.00 (1.50%) per
$1,000 Principal Amount of the Notes in connection with the distribution 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.

Sum m a ry
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 Step-Up Rate Notes, Series A
CU SI P/I SI N :
CUSIP 064159GY6 / ISIN US064159GY66
M inim um
$1,000
I nve st m e nt :
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 :
November 17, 2015
Pric ing Da t e :
November 17, 2015
Origina l I ssue
November 20, 2015
Da t e :
M a t urit y Da t e :
November 20, 2025, 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 × 1/2 × Interest Rate.

Each Interest Payment is paid semi-annually 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 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 180 days (six 30-day months) and Interest
Payments will accrue based on 180 days of a 360-day year. See "Payment at Maturity" and "Interest" on
page P-5 of this pricing supplement.
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Period ending on and
I nt e re st Ra t e :
Period beginning on
Annual Interest Rate
excluding

November 20, 2015
November 20, 2021
2.50% per annum

November 20, 2021
November 20, 2022
4.00% per annum

November 20, 2022
November 20, 2023
5.00% per annum

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November 20, 2023
November 20, 2024
6.00% per annum

November 20, 2024
November 20, 2025
7.00% per annum

I nt e re st Pa ym e nt
The 20th calendar day of each May and November and commencing on May 20, 2016 and ending on
Da t e s:
the Maturity Date.
If these days are not Business Days, Interest Payments will actually be paid on the dates determined
according to the Following Business Day Convention.
Da y Count Fra c t ion:
30/360, unadjusted, Following Business Day Convention.
First Ca ll Da t e :
November 20, 2018
Ca ll Provision:
The Notes are redeemable at our option, in whole, but not in part, on any 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, together with any accrued and
unpaid interest to the applicable 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 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 s: The 20th calendar day of each May and November, commencing on the First Call Date.
If any of these days are not Business Days, Call Payment Dates will be determined according to the
Following Business Day Convention.
Survivor's Opt ion:
Applicable
See "General Terms of the Notes" in the accompanying product prospectus supplement.
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
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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, 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

P-3

Cle a ra nc e a nd
Depository Trust Company
Se t t le m e nt :
T e rm s
All of the terms appearing under the caption "General Terms of the Notes" beginning on page PS-10 in
I nc orpora t e d:
the accompanying product prospectus supplement, as modified by this pricing supplement.

P-4

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 December 1, 2014, as supplemented by the
prospectus supplement dated December 1, 2014 and the product prospectus supplement (Rate Linked Notes, Series A) dated
December 1, 2014, 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
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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 December 1, 2014:
https://www.sec.gov/Archives/edgar/data/9631/000089109214008992/e61582_424b3.htm
Prospectus Supplement dated December 1, 2014:
https://www.sec.gov/Archives/edgar/data/9631/000089109214008993/e61583-424b3.htm
Product Prospectus Supplement (Rate Linked Notes, Series A), dated December 1, 2014:
https://www.sec.gov/Archives/edgar/data/9631/000089109214008996/e61586-424b5.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."

P-5

This means that the number of days in the Interest Payment 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 Payment period will not be adjusted if an Interest Payment Date falls on a
day that is not a Business Day ("unadjusted").
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
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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 21 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).

P-6

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.
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
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accompanying prospectus.
You should understand the risks of investing in the Notes and should reach an investment decision only after careful consideration,
with your advisers, 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.
I nt e re st Ra t e Risk .
The Notes are an investment in a fixed interest rate. 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.
T he St e p-U p Fe a t ure Pre se nt s Diffe re nt I nve st m e nt Conside ra t ions t ha n Fix e d Ra t e N ot e s.

You will most likely not earn the highest scheduled interest rates on the Notes if interest rates remain the same or fall during the
term of the Notes. This is due, in part, to the fact that we are likely to exercise the Call Provision before the realization of such
highest scheduled interest rates. Therefore, when determining whether to invest in the Notes, you should not focus on the highest
interest rate, which is only applicable to the last year of the stated term of your Notes, and instead focus on, among other things,
the annual applicable interest rate to the First Call Date and the Call Provision.

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

P-7

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 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.
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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
other party is willing to purchase the Notes at any time in secondary market transactions will likely be significantly lower than the
original issue price, since secondary market prices are likely to exclude underwriting commissions paid with respect to the Notes
and the cost of hedging our obligations under the Notes that are included in the original issue price. The cost of hedging includes
the projected profit that we and/or our affiliates may realize in consideration for assuming the risks inherent in managing the
hedging transactions. These secondary market prices are also likely to be reduced by the costs of unwinding the related hedging
transactions. In addition, any secondary market prices may differ from values determined by pricing models used by Scotia Capital
(USA) Inc. as a result of dealer discounts, mark-ups or other transaction costs.
T he N ot e s La c k Liquidit y.
The Notes will not be listed on any securities exchange or automated quotation system. Therefore, there may be little or no
secondary market for the Notes. Scotia Capital (USA) Inc. or any other dealer may, but is not obligated to, make a market in the
Notes. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily.
Because we do not expect that other broker-dealers will participate significantly in the secondary market for the Notes, the price at
which you may be able to trade your Notes is likely to depend on the price, if any, at which Scotia Capital (USA) Inc. is willing to
purchase the Notes from you. If at any time Scotia Capital (USA) Inc. or any other dealer were not to make a market in the Notes,
it is likely that there would be no secondary market for the Notes. Accordingly, you should be willing to hold your Notes to maturity.

P-8

SU PPLEM EN T AL PLAN OF DI ST RI BU T I ON (CON FLI CT S OF I N T EREST )
Pursuant to the terms of a distribution agreement, Scotia Capital (USA) Inc., an affiliate of The Bank of Nova Scotia, will purchase
the Notes from The Bank of Nova Scotia for distribution to other registered broker-dealers or will offer the Notes directly to
investors.
Scotia Capital (USA) Inc. or one of our affiliates will purchase the Principal Amount of the Notes, and, as part of the distribution, will
pay discounts and underwriting commissions of $15.00 (1.50%) per $1,000 Principal Amount of the Notes in connection with the
distribution of the Notes.
In addition, Scotia Capital (USA) Inc. or another of its affiliates or agents may use the product prospectus supplement to which this
pricing supplement relates in market-making transactions after the initial sale of the Notes. While Scotia Capital (USA) Inc. may
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make markets in the Notes, it is under no obligation to do so and may discontinue any market-making activities at any time without
notice. See the sections titled "Supplemental Plan of Distribution" in the accompanying prospectus supplement and product
prospectus supplement.
The price at which you purchase the Notes includes 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, as set forth above. 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 Issue Date.
Conflic t s of I nt e re st
Each of Scotia Capital (USA) Inc. and Scotia Capital Inc. is an affiliate of the Bank and, as such, has a ``conflict of interest'' in this
offering within the meaning of FINRA Rule 5121. In addition, the Bank will receive the gross proceeds from the initial public offering
of the Notes, thus creating an additional conflict of interest within the meaning of Rule 5121. Consequently, the offering is being
conducted in compliance with the provisions of Rule 5121. Neither Scotia Capital (USA) Inc. nor Scotia Capital Inc. is permitted to
sell the Notes in this offering to an account over which it exercises discretionary authority without the prior specific written approval
of the account holder.
Scotia Capital (USA) Inc. and its affiliates are full service financial institutions engaged in various activities, which may include
securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal
investment, hedging, financing and brokerage activities. Scotia Capital (USA) Inc. and its affiliates have, from time to time,
performed, and may in the future perform, various financial advisory and investment banking services for the Bank, for which they
received or will receive customary fees and expenses.
In the ordinary course of their various business activities, Scotia Capital (USA) Inc. and its affiliates may make or hold a broad
array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments
(including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities
may involve securities and/or instruments of the Bank. Scotia Capital (USA) Inc. and its affiliates may also make investment
recommendations and/or publish or express independent research views in respect of such securities or instruments and may at
any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

P-9

CERT AI N CAN ADI AN I N COM E T AX CON SEQU EN CES
See "Certain Income Tax Consequences--Certain Canadian Income Tax Considerations" at page S-24 of the Prospectus
Supplement dated December 1, 2014.
CERT AI N U .S. FEDERAL I N COM E T AX CON SI DERAT I ON S
We intend to treat all of the stated interest on the Notes as qualified stated interest for purposes of applying the original issue
discount rules as a result our ability to call the Notes prior to any scheduled interest rate increases. If we do not call the Notes prior
to an interest rate increase, the Notes will be considered to be reissued on the interest rate increase date at their then adjusted
issue price solely for purposes of applying the original issue discount rules to the Notes. Upon the sale or other taxable disposition
of a Note, a U.S. holder generally will recognize capital gain or loss equal to the difference between the amount realized on such
disposition and such holder's cost in such Note. Such gain or loss generally will be long-term capital gain or loss if the U.S. holder
has held the Notes for more than one year at the time of disposition.
You should carefully consider the discussion set forth in "Supplemental Discussion of U.S. Federal Income Tax Consequences" in
the accompanying product prospectus supplement. In particular, U.S. holders should review the discussion under "--Fixed Rate
Notes, Floating Rate Notes, Inverse Floating Rate Notes, Step Up Notes, Leveraged Notes, Range Accrual Notes, Dual Range
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Accrual Notes and Non-Inversion Range Accrual Notes" and "--Sale, Redemption or Maturity of Notes that Are Not Treated as
Contingent Payment Debt Instruments" under "Supplemental Discussion of U.S. Federal Income Tax Consequences--Supplemental
U.S. Tax Considerations--U.S. Holders--Where the term of your Notes exceeds one year" in the product prospectus supplement
and non-U.S. holders should review the discussion set forth in "Supplemental Discussion of U.S. Federal Income Tax
Consequences--Supplemental U.S. Tax Considerations--Non-U.S. Holders" in the product prospectus supplement. U.S. holders
should also review the discussion under "--Treasury Regulations Requiring Disclosure of Reportable Transactions", "--Information
With Respect to Foreign Financial Assets" and "--Backup Withholding and Information Reporting" under "United States Taxation" in
the prospectus.
Foreign Account Tax Compliance Act. Sections 1471 through 1474 of the Internal Revenue Code of 1986 (which are commonly
referred to as "FATCA") generally impose a 30% withholding tax on certain payments, including "pass-thru" payments to certain
persons if the payments are attributable to assets that give rise to U.S.-source income or gain. Withholding pursuant to FATCA on
such "pass-thru" payments will commence no earlier than January 1, 2019. Pursuant to recently issued Treasury regulations, this
withholding tax would not be imposed on payments pursuant to obligations that are executed on or before the date that is six
months after the date on which final Treasury regulations defining "foreign passthru payments" are published (and are not
materially modified thereafter). Accordingly, FATCA withholding generally is not expected to be required on the Notes. If, however,
withholding is required as a result of future guidance, we (and any paying agent) will not be required to pay additional amounts with
respect to the amounts so withheld.
Significant aspects of the application of FATCA are not currently clear and Investors should consult their own advisors about the
application of FATCA, in particular if they may be classified as financial institutions under the FATCA rules.
PROSPECT I V E PU RCH ASERS OF T H E N OT ES SH OU LD CON SU LT T H EI R T AX ADV I SORS AS T O T H E
FEDERAL, ST AT E, LOCAL AN D OT H ER T AX CON SEQU EN CES T O T H EM OF ACQU I RI N G, H OLDI N G AN D
DI SPOSI N G OF T H E N OT ES AN D RECEI V I N G PAY M EN T S U N DER T H E N OT ES.
V ALI DI T Y OF T H E N OT ES
In the opinion of Allen & Overy LLP, when the Notes have been duly completed in accordance with the Indenture and issued and
sold as contemplated by the prospectus supplement and the prospectus, the Notes will be valid, binding and enforceable
obligations of the Bank, entitled to the benefits of the Indenture, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally, concepts of reasonableness and equitable principles of general applicability (including, without
limitation, concepts of good faith, fair dealing and the lack of bad faith). This opinion is given as of the date hereof and is limited to
the laws of the State of New York. This opinion is subject to customary assumptions about the Trustee's

P-10

authorization, execution and delivery of the Indenture and the genuineness of signatures and to such counsel's reliance on the
Bank and other sources as to certain factual matters, all as stated in the legal opinion dated November 10, 2014, which has been
filed as Exhibit 5.1 to the Bank's Form F-3 dated November 10, 2014.

In the opinion of Osler, Hoskin & Harcourt LLP, the issue and sale of the Notes has been duly authorized by all necessary
corporate action of the Bank in conformity with the Indenture, and when the Notes have been duly executed, authenticated and
issued in accordance with the Indenture, the Notes will be validly issued and, to the extent validity of the Notes is a matter
governed by the laws of the Province of Ontario or Québec, or the laws of Canada applicable therein, will be valid obligations of
the Bank, subject to applicable bankruptcy, insolvency and other laws of general application affecting creditors' rights, equitable
principles, and subject to limitations as to the currency in which judgments in Canada may be rendered, as prescribed by the
Currency Act (Canada). This opinion is given as of the date hereof and is limited to the laws of the Province of Ontario and the
federal laws of Canada applicable thereto. In addition, this opinion is subject to customary assumptions about the Trustee's
authorization, execution and delivery of the Indenture and the genuineness of signatures and certain factual matters, all as stated in
the letter of such counsel dated November 10, 2014, which has been filed as Exhibit 5.2 to the Bank's Form F-3 filed with the SEC
on November 10, 2014.
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Document Outline

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