Filed pursuant to Rule 433
Registration No. 333-185049
Issuer Free Writing Prospectus
Dated October 24, 2013
The Bank of Nova Scotia
U.S.$1,500,000,000
2.050% Senior Notes Due 2018
__________________________________________
U.S.$1,500,000,000 2.050% Senior Notes due 2018
| Issuer: | The Bank of Nova Scotia (the “Bank”) |
| Title of Securities: | 2.050% Senior Notes due 2018 |
| Aggregate Principal Amount Offered: |
U.S.$1,500,000,000 |
| Maturity Date: | October 30, 2018 |
| Price to Public: | 99.929% of the principal amount of the Securities |
| Underwriters’ Fee: | 0.35% |
| Net Proceeds to the Bank After Underwriters’ Fee and Before Expenses: | U.S.$1,493,685,000 |
| Coupon (Interest Rate): | 2.050% |
| Re-offer Yield: | 2.065% |
| Spread to Benchmark Treasury: | T +77 basis points |
| Benchmark Treasury: | 1.375% due September 30, 2018 |
| Benchmark Treasury Yield: | 1.295% |
| Interest Payment Dates: | April 30 and October 30 of each year, commencing on April 30, 2014 |
| Day Count Convention: | 30/360; Following, Unadjusted |
| Trade Date: | October 24, 2013 |
| Settlement Date: | October 30, 2013; (T+4) |
| CUSIP / ISIN: | 064159CU8 / US064159CU80 |
| Underwriters: |
|
Underwriter |
Principal
Amount of | |
| Barclays Capital Inc. | U.S.$ | 330,000,000 |
| Scotia Capital (USA) Inc. | 330,000,000 | |
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated |
240,000,000 | |
| Citigroup Global Markets Inc. | 240,000,000 | |
|
J.P. Morgan Securities LLC Deutsche Bank Securities Inc. Goldman, Sachs & Co. HSBC Securities (USA) Inc. Morgan Stanley & Co. LLC Wells Fargo Securities, LLC RBS Securities Inc. UBS Securities LLC |
180,000,000 30,000,000 30,000,000 30,000,000 30,000,000 30,000,000 15,000,000 15,000,000 | |
| Total | U.S.$ | 1,500,000,000 |
__________________________________________
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 October 24, 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 Barclays Capital Inc. at 1-888-603-5847, Scotia Capital (USA) Inc. at 1-800-372-3930, Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322, Citigroup Global Markets Inc. at 1-800-831-9146, or J.P. Morgan Securities LLC collect at 1-212-834-4533.