Risks
Relating to Hedging Activities and Conflicts of Interest
There
are potential conflicts of interest between you and the Calculation Agent
Scotia
Capital Inc., the Calculation Agent, is one of our affiliates. In performing its duties, the economic interests of the
Calculation Agent are potentially adverse to your interests as an investor in the Notes. The Calculation Agent is under
no obligation to consider your interests as a holder of the Notes in taking any actions that might affect the value of
the Reference Asset or the value of, and return on, the Notes.
Hedging
activities by the Bank and SCUSA may negatively impact investors in the Notes and cause our respective interests and
those of our clients and counterparties to be contrary to those of investors in the Notes
The
Bank, SCUSA or one or more of our other affiliates has hedged or expects to hedge the obligations under the Notes by
purchasing the Reference Asset, futures and/or other instruments linked to the Reference Asset or one or more Reference
Asset Constituent Stocks. The Bank, SCUSA or one or more of our other affiliates also expects to adjust the hedge by,
among other things, purchasing or selling any of the foregoing, and perhaps other instruments linked to the Reference
Asset or one or more Reference Asset Constituent Stocks, at any time and from time to time, and to unwind the hedge by
selling any of the foregoing on or before the final Averaging Date.
The
Bank, SCUSA or one or more of our other affiliates may also enter into, adjust and unwind hedging transactions relating
to other basket- or index-linked notes whose returns are linked to changes in the value or price of the Reference Asset
or the Reference Asset Constituent Stocks. Any of these hedging activities may adversely affect the value of the Reference
Asset and, therefore, the market value of, and return on, the Notes.
The
Bank, the Agents and/or our or their affiliates regularly provide services to, or otherwise have business relationships
with, a broad client base, which may include the Reference Asset Sponsor and/or the issuers of the Reference Asset Constituent
Stocks and the market activities by the Bank, the Agents or our respective affiliates for our own account or for our
clients could negatively impact investors in the Notes
We,
the Agents and/or our or their respective affiliates regularly provide a wide range of financial services, including
financial advisory, investment advisory and transactional services to a substantial and diversified client base. As such,
we each may act as an investor, investment banker, research provider, investment manager, investment advisor, market
maker, trader, prime broker or lender. In those and other capacities, we, the Agents and/or our other affiliates purchase,
sell or hold a broad array of investments, actively trade securities (including the Notes or other securities that we
have issued), the Reference Asset the Reference Asset Constituent Stocks, derivatives, loans, credit default swaps, indices,
baskets and other financial instruments and products for our own accounts or for the accounts of our customers, and we
will have other direct or indirect interests, in those securities and in other markets that may not be consistent with
your interests and may adversely affect the value of the Reference Asset and/or the value of the Notes. You should assume
that we or they will, at present or in the future, provide such services or otherwise engage in transactions with, among
others, us, the Reference Asset Sponsor and/or the issuers of the Reference Asset Constituent Stocks, or transact in
securities or instruments or with parties that are directly or indirectly related to these entities. These services could
include making loans to or equity investments in those companies, providing financial advisory or other investment banking
services, or issuing research reports. Any of these financial market activities may, individually or in the aggregate,
have an adverse effect on the value of the Reference Asset and the market for your Notes, and you should expect that
our interests and those of the Agents and/or our other affiliates, clients or counterparties, will at times be adverse
to those of investors in the Notes.
You
should expect that we, the Agents and our respective affiliates, in providing these services, engaging in such transactions,
or acting for our or their own respective accounts, may take actions that have direct or indirect effects on the Notes
or other securities that we may issue, the Reference Asset, the Reference Asset Constituent Stocks or other securities
or instruments similar to or linked to the foregoing, and that such actions could be adverse to the interests of investors
in the Notes. In addition, in connection with these activities, certain personnel within the Bank, the Agents and/or
our or their respective affiliates may have access to confidential material non-public information about these parties
that would not be disclosed to investors in the Notes.
We,
the Agents and/or our or their respective affiliates regularly offer a wide array of securities, financial instruments
and other products into the marketplace, including existing or new products that are similar to the Notes or other securities
that we may issue, the Reference Asset, the Reference Asset Constituent Stocks or other securities or instruments similar
to or linked to the foregoing. Investors in the Notes should expect that the Bank, the Agents and/or our or their respective
affiliates offer securities, financial instruments, and other products that may compete with the Notes for liquidity
or otherwise.