Filed pursuant to Rule 433
Registration No. 333-185049
Issuer Free Writing Prospectus
Dated December 10, 2013
U.S.$1,750,000,000
The Bank of Nova Scotia
U.S.$1,000,000,000 1.100% Senior Notes Due 2016
U.S.$750,000,000 FLOATING RATE Senior Notes Due 2016
__________________________________________
U.S.$1,000,000,000 1.100% Senior Notes due 2016
| Issuer: | The Bank of Nova Scotia (the “Bank”) |
| Title of Securities: | 1.100% Senior Notes due 2016 |
| Aggregate Principal Amount Offered: | U.S.$1,000,000,000 |
| Maturity Date: | December 13, 2016 |
| Price to Public: | 99.971% of the principal amount of the Securities |
| Underwriters’ Fee: | 0.250% |
| Net Proceeds to the Bank After Underwriters’ Fee and Before Expenses: | U.S.$997,210,000 |
| Coupon (Interest Rate): | 1.100% |
| Re-offer Yield: | 1.110% |
| Spread to Benchmark Treasury: | T + 52 basis points |
| Benchmark Treasury: | 0.625% due November 15, 2016 |
| Benchmark Treasury Yield: | 0.590% |
| Interest Payment Dates: | June 13 and December 13 of each year, commencing on June 13, 2014 |
| Day Count Convention: | 30/360; Following, Unadjusted |
| Trade Date: | December 10, 2013 |
| Settlement Date: | December 13, 2013; (T+3) |
| CUSIP / ISIN: | 064159DA1 / US064159DA18 |
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| Underwriters: |
|
Underwriter |
Principal
Amount of | |
| Citigroup Global Markets Inc. | U.S.$ | 210,000,000 |
| Scotia Capital (USA) Inc. | 210,000,000 | |
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated |
180,000,000 | |
|
Morgan Stanley & Co. LLC J.P. Morgan Securities LLC |
140,000,000 130,000,000 | |
| Deutsche Bank Securities Inc. | 25,000,000 | |
| Goldman Sachs & Co. | 25,000,000 | |
| HSBC Securities (USA) Inc. | 20,000,000 | |
| Wells Fargo Securities, LLC | 20,000,000 | |
| Credit Suisse Securities (USA) LLC | 10,000,000 | |
| RBS Securities Inc. | 10,000,000 | |
| Standard Chartered Bank | 10,000,000 | |
| UBS Securities LLC | 10,000,000 | |
| Total | U.S.$ | 1,000,000,000 |
U.S.$750,000,000 Floating Rate Senior Notes due 2016
| Issuer: | The Bank of Nova Scotia (the “Bank”) |
| Title of Securities: | Floating Rate Senior Notes due 2016 |
| Aggregate Principal Amount Offered: | U.S.$750,000,000 |
| Maturity Date: | December 13, 2016 |
| Price to Public: | 100.000% of the principal amount of the Securities |
| Underwriters’ Fee: | 0.250% |
| Net Proceeds to the Bank After Underwriters’ Fee and Before Expenses: | U.S.$748,125,000 |
| Pricing Benchmark: | 3-month USD LIBOR (Reuters LIBOR01) |
| Spread to Benchmark: | + 42 basis points |
| Interest Payment Dates: | March 13, June 13, September 13 and December 13, of each year, commencing on March 13, 2014 |
| Interest Determination Date: | The second London banking day preceding the first day of the relevant interest period |
| Day Count Convention: | Actual/360; Modified Following, Adjusted |
| Trade Date: | December 10, 2013 |
| Settlement Date: | December 13, 2013; (T+3) |
| CUSIP / ISIN: | 064159DB9 / US064159DB90 |
| 2 |
| Underwriters: |
|
Underwriter |
Principal
Amount of | |
| Citigroup Global Markets Inc. | U.S.$ | 157,500,000 |
| Scotia Capital (USA) Inc. | 157,500,000 | |
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated |
135,000,000 | |
|
Morgan Stanley & Co. LLC J.P. Morgan Securities LLC |
105,000,000 97,500,000 | |
| Deutsche Bank Securities Inc. | 18,750,000 | |
| Goldman Sachs & Co. | 18,750,000 | |
| HSBC Securities (USA) Inc. | 15,000,000 | |
| Wells Fargo Securities, LLC | 15,000,000 | |
| Credit Suisse Securities (USA) LLC | 7,500,000 | |
| RBS Securities Inc. | 7,500,000 | |
| Standard Chartered Bank | 7,500,000 | |
| UBS Securities LLC | 7,500,000 | |
| Total | U.S. | $ 750,000,000 |
__________________________________________
The Bank has filed a registration statement (File No. 333-185049), a base shelf prospectus dated August 1, 2013 and a preliminary prospectus supplement dated December 10, 2013 (including the base shelf prospectus, the “Prospectus”) with the SEC for the offering to which this communication relates. Before you invest, you should read the Prospectus and the documents incorporated therein by reference that the Bank has filed with the SEC for more complete information about the Bank and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov or by visiting the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) website, which may be accessed at www.sedar.com. Alternatively, the Bank or any underwriter participating in the offering will arrange to send you the Prospectus and any document incorporated therein by reference if you request such documents by calling Citigroup Global Markets Inc. at 1-800-831-9146, Scotia Capital (USA) Inc. at 1-800-372-3930, Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322, Morgan Stanley & Co. LLC at 1-866-718-1649, or J.P. Morgan Securities LLC collect at 1-212-834-4533.
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